UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Form 10-K

(Mark One)

☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the fiscal year ended: December 31, ~~2023~~2024

☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from to

Commission file number 0-5703

Siebert Financial Corp.

(Exact name of registrant as specified in its charter)

New York		11-1796714
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification No.)
653 Collins Avenue, Miami Beach, FL		33139
(Address of principal executive offices)		(Zip Code)

653 Collins Avenue, Miami Beach, FL		33139
(Address of principal executive offices)		(Zip Code)

(310) 385-1861

Registrant’s telephone number, including area code

Securities registered pursuant to Section 12(b) of the Exchange Act:

Title of each class		Trading Symbol(s)		Name of each exchange on which registered
Common Stock - $0.01 par value		SIEB		The Nasdaq Capital Market

Securities registered pursuant to Section 12(g) of the Exchange Act: None

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. YES ☐ NO ☒

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. YES ☐ NO ☒

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. YES ☒ NO ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). YES ☒ NO ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act:

Large accelerated filer ☐	Accelerated filer ☐

Non-accelerated filer ☒	Smaller reporting company ☒

	Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report. ☐

If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction of an error to previously issued financial statements. ☐

Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b). ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). YES ☐ NO ☒

The aggregate market value of the common stock held by non-affiliates of the registrant (based upon the last sale price of the common stock reported on the Nasdaq Capital Market as of the last business day of the registrant’s most recently completed second fiscal quarter (June 30, ~~2023~~2024), was approximately $3423,~~620~~291,000.

The number of shares of the registrant’s outstanding common stock, as of ~~May~~March 128, ~~2024~~2025, were 4041,~~980~~432,936 issued and 3940,~~830~~432,936 shares outstanding.

Documents Incorporated by Reference: None

SIEBERT FINANCIAL CORP.

TABLE OF CONTENTS

PART I	21
ITEM 1. BUSINESS	21
ITEM 1A. RISK FACTORS	910
ITEM 1B. UNRESOLVED STAFF COMMENTS	1619
ITEM 1C. CYBERSECURITY	1619
ITEM 2. PROPERTIES	1821
ITEM 3. LEGAL PROCEEDINGS	1821
ITEM 4. MINE SAFETY DISCLOSURES	1821
PART II	1922
ITEM 5. MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES	1922
ITEM 6. [RESERVED]	19
ITEM 6. [REVERVED]	22
ITEM 7. MANAGEMENT’S DISCUSSIONS AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS	2023
ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK	2931
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA	30F-1
ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE	6832
ITEM 9A. CONTROLS AND PROCEDURES	6832
ITEM 9B. OTHER INFORMATION	6933
ITEM 9C. DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS	6933
PART III	7034
ITEM 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE	7034
ITEM 11. EXECUTIVE COMPENSATION	7640
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS	7844
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE	7946
ITEM 14. PRINCIPAL ACCOUNTING FEES AND SERVICES	8046
PART IV	8148
ITEM 15. EXHIBITS, FINANCIAL STATEMENT SCHEDULES	81
ITEM 15. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES	48
ITEM 16. FORM 10-K SUMMARY	8250
SIGNATURES	8351

Forward-Looking Statements

For purposes of this Annual Report on Form 10-K (“Report”), the terms “Siebert,” “Company,” “we,” “us” and “our” refer to Siebert Financial Corp., and its wholly-owned and majority-owned subsidiaries collectively, unless the context otherwise requires.

The statements contained throughout this Report, that are not historical facts, including statements about our beliefs and expectations, are “forward-looking statements” within the meaning of the U.S. Private Securities Litigation Reform Act of 1995. Forward-looking statements may appear throughout this Report, including without limitation, the following sections: Item 1 “Business,” Item 1A “Risk Factors,” and Item 7 “Management’s Discussion and Analysis of Financial Condition and Results of Operations.” Forward-looking statements include statements preceded by, followed by or that include the words “may,” “could,” “would,” “should,” “believe,” “expect,” “anticipate,” “plan,” “estimate,” “target,” “project,” “intend” and similar words or expressions. In addition, any statements that refer to expectations, projections, or other characterizations of future events or circumstances are forward-looking statements.

These forward-looking statements, which reflect our beliefs, objectives, and expectations as of the date hereof, are based on the best judgment of management. All forward-looking statements speak only as of the date on which they are made. Such forward-looking statements are subject to certain risks, uncertainties and assumptions relating to factors that could cause actual results to differ materially from those anticipated in such statements, including the following: economic, social and political conditions, global economic downturns resulting from extraordinary events; securities industry risks; interest rate risks; liquidity risks; credit risk with clients and counterparties; risk of liability for errors in clearing functions; systemic risk; systems failures, delays and capacity constraints; network security risks; competition; reliance on external service providers; new laws and regulations affecting our business; net capital requirements; extensive regulation, regulatory uncertainties and legal matters; failure to maintain relationships with employees, customers, business partners or governmental entities; the inability to achieve synergies or to implement integration plans; and other consequences associated with risks and uncertainties detailed in Part I, Item 1A – “Risk Factors” of this Report as well as in our filings with the Securities and Exchange Commission (“SEC”).

We caution that the foregoing list of factors is not exclusive, and new factors may emerge, or changes to the foregoing factors may occur, that could impact our business. The forward-looking statements are based upon management’s beliefs and assumptions and are made as of the date of this Report. You should not place undue reliance on these forward-looking statements. We undertake no obligation to publicly update or revise these statements, whether as a result of new information, future events or otherwise, except to the extent required by the federal securities laws.

~~Siebert 2023 Form-10K 1~~ii

PART I

ITEM 1. BUSINESS

Overview of Company

Siebert Financial Corp., together with its subsidiaries, is a diversified financial services firm and provides a full range of brokerage and financial advisory services including securities brokerage, investment advisory and insurance offerings, and corporate stock plan administration solutions. Our firm is characterized by building solid relationships with our clients through exceptional personal service and proven performance. We have a strong legacy and continue to evolve in our approach to take advantage of opportunities in the financial services industry. 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. MSCO is a Delaware corporation and broker-dealer registered with the SEC under the Securities Exchange Act of 1934 (“Exchange Act”) and the Commodity Exchange Act of 1936, and member of the Financial Industry Regulatory Authority (“FINRA”), the New York Stock Exchange (“NYSE”), the Securities Investor Protection Corporation (“SIPC”), Euroclear, and the National Futures Association (“NFA”), and the Commodities Futures Trading Commission (“CFTC”).

●

Siebert AdvisorNXT, LLC (“SNXT”) provides investment advisory services. 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. 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.

~~For~~● ~~purposes~~Gebbia ~~of this Annual Report~~Entertainment, ~~the~~LLC ~~terms~~ (“~~Siebert,~~GE”) ~~“Company,”~~is ~~“we,”~~a ~~“us”~~Florida ~~and~~limited ~~“our”~~liability ~~refer~~company ~~to Siebert Financial Corp., MSCO, SNXT, PW, STCH, RISE,~~ and ~~STXD~~provides ~~collectively,~~media ~~unless~~entertainment ~~the context otherwise requires~~services.

~~Our headquarters~~For ispurposes ~~located~~of atthis ~~653 Collins Avenue~~Annual Report, ~~Miami~~the ~~Beach~~terms “Siebert,” ~~FL 33139~~“Company,” ~~with primary operations in New Jersey~~“we,” ~~Florida~~“us” and ~~California. Our phone number is (310) 385-1861 and~~ “our” ~~Internet~~refer ~~address~~to isSiebert Financial ~~www~~Corp.~~siebert.com.~~, ~~Information~~MSCO, ~~included or~~SNXT, ~~available~~PW, ~~through~~STCH, ~~our~~RISE, ~~website~~STXD, ~~does~~and ~~not~~GE, ~~constitute~~collectively, aunless ~~part of this Report. We have 11 branch offices throughout~~ the ~~U.S.~~context ~~and~~otherwise ~~clients around the world~~requires.

~~As of May 1, 2024, we had~~Our ~~124~~headquarters ~~full-time employees. Our common stock~~ is ~~registered~~located ~~under~~at ~~Section~~653 12Collins ~~of the Exchange Act~~Avenue, ~~and~~Miami ~~we file periodic reports with the SEC~~Beach, ~~including~~ ~~annual~~FL ~~reports on Form 10-K~~33139, ~~quarterly~~with ~~reports~~primary onoperations ~~Form~~in ~~10-Q,~~New ~~current reports on Form 8-K~~York, ~~and~~Florida ~~proxy~~ and ~~information~~California. ~~statements~~Our onphone ~~Schedule~~number ~~14.~~is ~~The SEC maintains a website~~ (~~www.sec.gov~~310) ~~that~~385-1861 ~~contains reports, proxy~~ and ~~information~~our ~~statements,~~Internet ~~and~~address ~~other~~is ~~information regarding companies that file documents electronically with the SEC~~www.siebert.com. ~~Our~~Information ~~SEC~~included or ~~filings are also~~ available through our website atdoes ~~www.siebert.com, where~~not ~~investors~~constitute ~~are~~a ~~able~~part ~~to obtain copies~~ of ~~our~~this ~~public~~Report. ~~filings~~We ~~free~~have of10 ~~charge.~~branch ~~Our~~offices ~~common~~throughout ~~stock,~~the ~~par value $~~U.01S. ~~per~~and ~~share trades on the~~clients ~~Nasdaq~~around ~~Capital Market under~~ the ~~symbol “SIEB~~world.”

As of March 11, 2025, we had 146 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. The SEC maintains a website (www.sec.gov) that contains reports, proxy and information statements, and other information regarding companies that file documents electronically with the SEC. Our SEC filings are also available through our website at www.siebert.com, where investors are able to obtain copies of our public filings free of charge. 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. (“Mickie”) Siebert, a trailblazer who was the first woman to own a seat on the NYSE and the first to head one of its member firms. On May 1, 1975, after the federal government banned fixed commissions by brokers, Mickie broke barriers and declared MSCO a discount brokerage firm.

In May 2022, MSCO received approval to expand its clearing services in the U.S. by acting as a correspondent clearing firm for institutional and online broker-dealers, registered investment advisors and other asset managers. Achieving this milestone strengthens our core competencies, diversifies our business, and reinforces our commitment as a strategic partner to our clients.

On January 1, 2024, MSCO changed its name to Muriel Siebert & Co., LLC and its tax status from a C-Corporation to a Limited Liability Corporation. Refer to Note 24 – Subsequent Events for further detail. Today, MSCO offers a wide range of products and services and is the primary subsidiary of Siebert.

~~Siebert 2023 Form-10K 2~~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.

MSCO is a self-clearing broker-dealer and also clears with National Financial Services Corp. (“NFS”), a wholly-owned subsidiary of FMR, LLC (“Fidelity Investments”).

Securities Finance and Market Making

We operate our Securities Finance Group, which is a division that consists primarily of our stock borrow / stock loan and related services. 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. 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. 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. Corporate services isare 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. 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. 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. Siebert Corporate Services is currently developing an enhanced equity management solution to capture new market opportunities.

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. 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. These transactions are serviced by MSCO’s registered representatives.

Siebert 2023 Form-10K 3

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. Customer service personnel, located in MSCO’s branch offices, are cross trained to assist with all clients’ needs for a reliable experience. MSCO uses a variety of customer relationship management systems that enable representatives in any location to review and respond to customers’ requests in a timely manner.

Retirement Accounts

MSCO offers customers a variety of self-directed retirement accounts. Each IRA, SEP IRA, ROTH IRA, and KEOGH account can be invested in a variety of qualified investments in a consolidated account. MSCO acts as its own custodian for retirement accounts and also utilizes NFS for IRA custody. MSCO offers self-directed retirement accounts and also has registered representatives dedicated to assisting clients in meeting their retirement goals.

Customer Financing

Customer margin accounts are carried whereby money is lent to customers for a portion of the market value of marginable securities held in the customer’s account. Margin loans are collateralized by these securities. Customers also may sell securities short in a margin account, subject to minimum equity and applicable margin requirements, and the availability of such securities to be borrowed. In permitting customers to engage in margin financing, short sale or any other transaction, MSCO assumes the risk of its customers’ failure to meet their obligations in the event adverse changes in the market affect the value of the margined securities positions. MSCO and NFS reserve the right to set margin requirements higher than those established by the Federal Reserve System.

MSCO has established policies with respect to maximum purchase commitments for new customers or customers with inadequate collateral to support a requested purchase. When transactions occur outside normal guidelines, MSCO monitors accounts closely until their payment obligations are completed. If the customer does not meet the required commitments, MSCO takes steps to close out the position and minimize any loss. In the last five years, MSCO has not had any significant losses as a result of customers failing to meet commitments.

Information and Communications Systems

MSCO relies heavily on its data technology platform and the platform provided by its clearing agents. These platforms offer interfaces to MSCO’s clearing service providers’ computing systems where all customer account records are kept and are accessible through MSCO’s data technology platform. MSCO’s systems also utilize browser-based access and other types of data communications. MSCO’s representatives use NFS systems, by way of MSCO’s data technology platform, to perform daily operational functions which include trade entry, trade reporting, clearing-related activities, risk management and account maintenance.

MSCO’s data technology platform offers services used in direct relation to customer activities as well as support for corporate use. Some of these services include email and messaging, market data systems and third-party trading systems, business productivity tools and customer relationship management systems. MSCO’s data network is designed with redundancies in case a significant business disruption occurs.

To ensure reliability and to conform to regulatory requirements related to business continuity, MSCO maintains backup systems and backup data, leverages cloud-based technology, and has a full-time offsite disaster recovery site to ensure business continuity during a potential wide-spread disruption. 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 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 the trading platform into our operations.3

~~Siebert~~We are ~~2023~~consistently ~~Form-10K 4~~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.

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. The 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. 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 robo-advisor selects low-cost, well-managed, exchange-traded funds (“ETFs”) and exchange-traded notes (“ETNs”) that represent the asset classes that provide clients the necessary risk-adjusted exposure given current market conditions. The robo-advisor continuously monitors and periodically rebalances portfolios to address changes in market and economic conditions.

On January 1, 2024, SNXT changed its name to Siebert AdvisorNXT, LLC and its tax status from a C-Corporation to a Limited Liability Corporation. Refer to Note 24 – Subsequent Events for further detail.

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.

Products and Services

The products and services offered by PW include:

●

Fixed annuities

●

Personal insurance

●

Property and casualty insurance

●

Natural disaster insurance

●

Life and disability

Siebert Technologies, LLC

~~STCH is a technology company through which we are expanding our products and services and we plan to use this subsidiary for future fintech opportunities.~~Overview

STCH is an innovative technology subsidiary dedicated to advancing new technology for our clients as well as our business operations. 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.

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.

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 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.

RISE Financial Services, LLC

~~During 2022, RISE was a prime broker focused on providing institutional quality services to hedge funds and other institutional investors.~~Overview

~~In 2022, Siebert and~~ RISE, ~~engaged~~a inregistered ~~certain~~broker-dealer ~~transactions~~ with ~~Tigress~~the ~~Holdings,~~SEC ~~LLC (“Tigress”)~~ and ~~Hedge~~a ~~Connection,~~member ~~Inc.~~of ~~(“Hedge Connection”) to exchange equity~~FINRA, ~~cash,~~is ~~and~~currently ~~respective~~conducting ~~leadership~~a ~~positions.~~comprehensive Inreview ~~2023,~~of ~~based~~its ~~upon the~~ strategic ~~direction of these ventures, management~~initiatives ~~of the respective businesses decided~~ to ~~unwind~~evaluate ~~the~~potential ~~original~~opportunities ~~transactions with Siebert, RISE, Hedge Connection~~ and ~~Tigress.~~determine ~~See~~the ~~Note~~most ~~3 –~~effective ~~Transactions~~course ~~with~~of ~~Tigress~~action ~~and Hedge Connection~~ for ~~further~~future ~~detail on these transactions~~operations.

Gebbia Entertainment, LLC

Overview

GE is a media entertainment company with reach into the realms of music, entertainment and media. 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.

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. 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).

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. 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. 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. 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. Although there has been consolidation in the industry in both the online and traditional brokerage business during recent years, we believe that additional competitors such as banks, insurance companies, providers of online financial and information services, and others will continue to be attracted to the brokerage industry. 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.

Siebert 2023 Form-10K 5

Regulations

Overview

The securities industry in the U.S. is subject to extensive regulation under both federal and state laws. The SEC is the federal agency charged with administration of the federal securities laws. MSCO and RISE are registered as broker-dealers with the SEC. MSCO is a member of the NYSE and FINRA, and RISE is a member of FINRA. Much of the regulation of broker-dealers has been delegated to self-regulatory organizations (“SROs”), principally FINRA, which is MSCO’s and RISE’s primary regulator with respect to financial and operational compliance. These SROs adopt rules (subject to approval by the SEC) governing their members and conduct periodic examinations of broker-dealers. Securities firms are also subject to regulation by state securities authorities in the states in which they do business. 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. These regulations affect our business operations 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. The regulations to which broker-dealers are subject cover all aspects of the securities business, including training and supervision of personnel, sales methods, trading practices among broker-dealers, uses and safekeeping of customers’ funds and securities, capital structure of securities firms, record keeping, fee arrangements, disclosure to clients, and the conduct of directors, officers and employees. Additional legislation, changes in rules promulgated by the SEC and by SROs and/or changes in the interpretation or enforcement of existing laws and rules may directly affect the methods of operation and profitability of broker-dealers. The SEC, SROs and state securities authorities may conduct administrative proceedings which can result in censure, fine, cease and desist orders or suspension or expulsion of a broker-dealer, its officers or its employees.

Dodd-Frank Act of 2010

As a result of the enactment of the Dodd-Frank Wall Street Reform and Consumer Protection Act in 2010 (“Dodd-Frank”), the adoption of implementing regulations by the federal regulatory agencies, asand ~~well as~~ other recent regulatory reforms, we have experienced significant changes in the laws and ~~regulations~~ regulations that apply to us, how we are regulated, and regulatory expectations in the areas of compliance, risk management, corporate governance, operations, capital and liquidity.

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 ~~registered investment advisers (“~~RIAs”). 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”). Among other things, Regulation Best Interest requires a broker-dealer to act in the best interest of a retail customer when making a recommendation to that customer of any securities transaction or investment strategy involving securities. 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.

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 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. 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. As business continues to be conducted under the Regulation Best Interest Rules, it is likely that additional changes may be necessary.

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. SIPC is principally funded through assessments on registered broker-dealers. MSCO has purchased $50 million additional account protection above SIPC coverage. Equities, bonds, mutual funds and money market funds are included at net asset value for purposes of SIPC protection and ~~the~~ additional protection. Neither SIPC protection nor the additional ~~protection~~ protection insures against fluctuations in the market value of securities.

Siebert 2023 Form-10K 6

MSRB

MSCO is also authorized by the Municipal Securities Rulemaking Board (“MSRB”) to affect transactions in municipal securities on behalf of its customers and has obtained certain additional registrations with the SEC and state regulatory agencies necessary to permit it to engage in certain other activities incidental to its brokerage business.

Margin Lending

Margin lending activities are subject to limitations imposed by regulations of the Board of Governors of the Federal Reserve System and FINRA, as well as other SROs. In general, these regulations provide that, in the event of a significant decline in the value of securities collateralizing a margin account, we are required to obtain additional collateral from the borrower or liquidate securities positions. Margin lending arranged by MSCO through third parties is subject to the margin rules of the Board of Governors of the Federal Reserve System and the NYSE. Under such rules, broker-dealers are limited in the amount they may lend in connection with certain purchases and short sales of securities and are also required to impose certain maintenance requirements on the amount of securities and cash held in margin accounts. 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 ~~uncovered options~~.

Investment Advisers Act of 1940

SNXT is registered with the SEC as an investment adviser pursuant to the Advisers Act. The Advisers Act, together with the SEC’s regulations and interpretations thereunder, is a highly prescriptive regulatory statute. The SEC is authorized to institute proceedings and impose sanctions for violations of the Advisers Act, ranging from fines and censures to termination of an adviser’s registration and, in the case of willful violations, can refer a matter to the United States Department of Justice for criminal prosecution.

Under the Advisers Act, an investment adviser (whether or not registered under the Advisers Act) owes fiduciary duties to its clients. These duties impose standards, requirements and limitations on, among other things, trading for proprietary, personal and client accounts; allocations of investment opportunities among clients; use of “soft dollar arrangements,” a practice that involves using client brokerage commissions to purchase research or other services that help managers make investment decisions; execution of transactions; and recommendations to clients.

As an RIA, SNXT is subject to additional requirements that cover, among other things, disclosure of information about its business to clients; maintenance of written policies and procedures; maintenance of extensive books and records; restrictions on the types of fees SNXT may charge; custody of client assets; client privacy; advertising; and solicitation of clients. The SEC has legal authority to examine any RIA and, depending upon the type of exam, may review the examined RIAs to determine whether the adviser is conducting its activities in compliance with (i) applicable laws and regulations, (ii) disclosures made to clients and (iii) adequate systems, policies and procedures reasonably designed to prevent and detect violations of the Advisers Act.

Section 28(e) of the Exchange Act provides a “safe harbor” to investment managers who use commission dollars generated by their advised accounts to obtain investment research and brokerage services that provide lawful and appropriate assistance to the manager in the performance of investment decision-making responsibilities. SNXT, as a matter of policy, does not use “soft dollars” and as such, it has no incentive to select or recommend a broker or dealer based on any interest in receiving research or related services. Rather, as a fiduciary, SNXT selects brokers based on its clients’ ~~interests~~interest in receiving best execution.

Bank Secrecy Act of 1970

We conduct financial services activities that are subject to the Bank Secrecy Act of 1970 (“BSA”), as amended by the USA PATRIOT Act of 2001 (“PATRIOT Act”), which require financial institutions to develop and implement programs reasonably designed to achieve compliance with these regulations. The BSA and PATRIOT Act include a variety of monitoring, recordkeeping, and reporting requirements (such as currency transaction reporting and suspicious activity reporting) as well as identity verification and client due diligence requirements, which are intended to detect, report and/or prevent money laundering, and the financing of terrorism. 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.

Siebert 2023 Form-10K 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.

Net capital rules are designed to protect clients, counterparties and creditors by requiring a broker-dealer to have sufficient liquid resources available to satisfy its financial obligations. Net capital is a measure of a broker-dealer’s readily available liquid assets, reduced by its total liabilities other than approved subordinated debt. Under the SEC Uniform Net Capital Rule, a broker-dealer may not repay any subordinated borrowings, pay cash dividends or make any unsecured advances or loans to its parent company or employees if such payment would result in a net capital amount below required levels. 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.

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. 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. For non-directed client orders, it is our policy to route orders to market centers based on a number of factors that are more fully discussed in the Supplemental Materials of FINRA Rule 5310, including, where applicable, but not necessarily limited to, speed of execution, price improvement opportunities, differences in price dis-improvement, likelihood of execution, the marketability of the order, size guarantees, service levels and support, the reliability of order handling systems, client needs and expectations, transaction costs, and whether the firm will receive remuneration for routing order flow to such market centers. Price improvement is available under certain market conditions and for certain order types and we regularly monitor executions to ensure best execution standards are met.

Consumer Financial Information Privacy

In providing services to clients, we manage, utilize and store sensitive and confidential client data, including personal data. As a result, we are subject to numerous laws and regulations designed to protect this information, such as U.S. federal and state laws and regulations governing the protection of personally identifiable information. These laws and regulations are increasing in complexity and number, ~~change~~changing frequently and sometimes conflict. To the extent they are applicable to us, we must comply with federal and state information-related laws and regulations in the United States, including the Gramm-Leach-Bliley Act of 1999, SEC Regulation S-P, the Fair Credit Reporting Act of 1970, as amended, and Regulation S-ID (the Identity Theft Red Flags Rule), as well as the California Consumer Protection Act and further potential federal and state requirements.

Human Capital

Our success depends on our ability to attract, hire, retain and develop highly skilled professionals in a variety of specialties, including finance, technology, compliance, business development, cybersecurity and management. Due to the complexity of our business, we compete for talent with other companies, both inside and outside of our industry, and in multiple geographical areas in the U.S.

Our human capital efforts focus on establishing a culture of service that emphasizes taking care of our employees, so they can take care of our clients. To that end, we seek employees who are approachable, proactive, collaborative, agile and innovative, and who share our commitment to excellence, integrity, and service. As of ~~May~~March 111, ~~2024~~2025, we had ~~124~~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.

To maintain a high-caliber, values-driven workforce that is committed to our culture, we strive to offer total rewards, including compensation and benefits that position our company as an employer of choice. We design our compensation to be competitive in the markets in which we compete, and closely monitor industry trends and practices to ensure we are able to attract and retain the personnel who are critical to our success. To support our employees’ health and well-being, we offer competitive medical, dental and vision plans as well as other health benefits.

We believe in our employees’ potential and provide training and development opportunities intended to maximize their performance and professional growth. We require all of our employees to complete courses in key regulatory areas, such as insider trading and anti-money laundering compliance.

We aim to provide a safe, inclusive environment for our employees where they feel engaged in our business, supported in who they are and empowered to succeed. 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.

~~Siebert 2023 Form-10K 8~~9

ITEM 1A. RISK FACTORS

Regulatory Risks

Legislation has and may continue to result in changes to rules and regulations applicable to our business, which may negatively impact our business and financial results.

New laws, rules, regulations and guidance, or changes in the interpretation and enforcement of existing federal, state, foreign and SRO laws, rules, regulations and guidance may directly affect our business and the profitability of Siebert or the operation of specific business lines. In addition, new and changing laws, rules, regulation and guidance could result in limitations on the lines of business we conduct, modifications to our business practices, more stringent capital and liquidity requirements or other costs and could limit our ability to return capital to stockholders.

The Dodd-Frank ~~Wall Street Reform and Consumer Protection~~ Act ~~(the “Dodd-Frank Act”)~~, enacted in 2010, required many federal agencies to adopt new rules and regulations applicable to the financial services industry and called for many studies regarding various industry practices. In particular, the Dodd-Frank Act gave the SEC discretion to adopt rules regarding standards of conduct for broker-dealers providing investment advice to retail customers.

The rules and interpretations adopted by the SEC in June 2019 include Regulation Best Interest and the Form CRS Relationship Summary, which are intended to enhance the quality and transparency of retail investors’ relationships with broker-dealers and investment advisers. Regulation Best Interest enhances the broker-dealer standard of conduct beyond existing suitability obligations, requiring compliance with disclosure, care, conflict of interest and compliance obligations. The regulation requires that a broker-dealer or natural person who is an associated person of the broker-dealer shall act in the best interest of the retail customer at the time it makes a recommendation of any securities transaction or investment strategy involving securities, prioritizing the interests of the customer above any interests of the broker-dealer or its associated persons. Among other things, this requires the broker-dealer to mitigate conflicts of interest arising from financial incentives in selling securities products.

The new rules and processes related thereto have and will most likely continue to involve increased costs, including, but not limited to, compliance costs associated with new or enhanced technology. In addition to the foregoing laws affecting regulation of our industry, Congress is considering various proposals to increase taxation relating to investments, which may adversely impact the volume of trading and other transactions from which we derive our revenue.

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.

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. 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 ~~Commodity Futures Trading Commission (“~~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. The regulations to which MSCO and RISE are subject as broker-dealers cover all aspects of the securities business including training of personnel, sales methods, trading practices, uses and safe keeping of customers’ funds and securities, capital structure, record keeping, fee arrangements, disclosure and the conduct of directors, officers and employees.

SNXT is registered as an investment adviser with the SEC under the Advisers Act, and its business is highly regulated. The Advisers Act imposes numerous obligations on RIAs, including fiduciary, record keeping, operational and disclosure obligations. Moreover, the Advisers Act grants broad administrative powers to regulatory agencies such as the SEC to regulate investment advisory businesses. If the SEC or other government agencies believe that SNXT has failed to comply with applicable laws or regulations, these agencies have the power to impose fines, suspensions of a registrant and individual employees or other sanctions, which could include revocation of SNXT’s registration under the Advisers Act. SNXT is also subject to the provisions and regulations of ERISA, to the extent that SNXT acts as a “fiduciary” under ERISA with respect to certain of its clients. ERISA and the applicable provisions of the federal tax laws impose a number of duties on persons who are fiduciaries under ERISA and prohibit certain transactions involving the assets of each ERISA plan which is a client, as well as certain transactions by the fiduciaries (and certain other related parties) to such plans. Our subsidiaries, RISE and MSCO, are also regulated by the ~~National Futures Association (“~~NFA”) and function as a registered introducing broker.

Siebert 2023 Form-10K 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. We cannot predict which changes in laws, rules, regulations, governmental policies or accounting principles will be adopted. Any changes in the laws, rules, regulations, governmental policies or accounting principles relating to our business could materially and adversely affect our business, results of operations and financial condition.

Additionally, like other participants in the financial services industry, we and our subsidiaries face the risks of lawsuits byfrom clients and regulatory ~~proceedings~~ proceedings against us. The outcome of regulatory proceedings and client lawsuits is uncertain and difficult to predict. An adverse resolution of of any regulatory proceeding or client lawsuit against us could result in substantial costs or reputational harm to us. Further, any ~~such~~ such proceedings or lawsuits could have an adverse effect on our ability to retain key registered representatives, investment advisers ~~and~~ and wealth managers, and to retain existing clients or attract new clients, any of which could have a material adverse effect on our business, financial condition, results of operations and prospects. Refer to Item 3 – Legal Proceedings for additional detail.

We are subject to net capital requirements.

The SEC, FINRA, and various other securities and commodities exchanges and other regulatory bodies in the U.S. have rules with respect to net capital requirements which affect us. These rules have the effect of requiring that at least a substantial portion of a broker-dealer’s assets be kept in cash or highly liquid investments. Our compliance with the net capital requirements could limit operations that require intensive use of capital, such as underwriting or trading activities. These rules could also restrict our ability to withdraw our capital, even in circumstances where we have more than the minimum amount of required capital, which, in turn, could limit our ability to implement growth strategies. 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.

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. 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. External events, such as an earthquake, terrorist attack or power failure, loss of external information feeds, such as security price information, as well as internal malfunctions such as those that could occur during the implementation of system modifications, could render part or all of these systems inoperative.

We rely on third-party platforms for information and communications systems.

We rely heavily on our data technology platforms and the platforms provided by our clearing agents. These platforms offer interfaces to our clearing service providers’ computing systems where customer account records are kept and are accessible through our data technology platforms. Our systems also utilize browser-based access and other types of data communications.

Our data technology platforms offer services used in direct relation to customer activities as well as support for corporate use. Some of these services include email and messaging, market data systems and third-party trading systems, business productivity tools and customer relationship management systems. Our data network is designed with redundancies in case a significant business disruption occurs.

We also rely on third parties that provide data center facilities, infrastructure, back-office systems for clearance, settlement and accounting, customer relationship management, compliance and risk software and systems, website functionality and access, databases, data center facilities and cloud computing, all of which are critical to our operations. To ensure reliability and to conform to regulatory requirements related to business continuity, we maintain backup systems and backup data, leverage cloud-based technology, and have a full-time offsite disaster recovery site to ensure business continuity during a potential wide-spread disruption. 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.

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. 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. 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.

~~Siebert~~In ~~2023~~providing ~~Form~~services to clients, we manage, utilize and store sensitive and confidential client data, including personal data. As a result, we are subject to numerous laws and regulations designed to protect this information, such as U.S. federal and state laws governing the protection of personally identifiable information. These laws and regulations are increasing in complexity and number, changing frequently and sometimes conflict. If any person, including any of our employees, negligently disregards or intentionally breaches our established controls with respect to client data, or otherwise mismanages or misappropriates that data, we could be subject to significant monetary damages, regulatory enforcement actions, fines and/or criminal prosecution in one or more jurisdictions. Unauthorized disclosure of sensitive or confidential client data, whether through systems failure, employee negligence, fraud or misappropriation, could damage our reputation and cause us to lose clients. Similarly, unauthorized access to or through our information systems, whether by our employees or third parties, including a cyber-~~10K 10~~attack by third parties who may deploy viruses, worms or other malicious software programs, could result in negative publicity, significant remediation costs, legal liability, and damage to our reputation and could have a material adverse effect on our results of operations.

InWe ~~providing~~have ~~services~~purchased ~~to clients,~~liability weinsurance ~~manage, utilize~~ and ~~store~~cybersecurity ~~sensitive~~insurance ~~and~~with ~~confidential client data, including personal data. As~~ a ~~result,~~coverage welimit ~~are subject to numerous laws and regulations designed to protect this information, such as U.S. federal and state laws governing the protection~~ of ~~personally identifiable~~$15 ~~information.~~million ~~These laws~~ and ~~regulations~~a ~~are~~deductible ~~increasing in complexity and number, change frequently and sometimes conflict. If any person, including any~~ of ~~our employees~~$250,000 ~~negligently disregards or intentionally breaches our established controls with respect~~ to ~~client~~mitigate ~~data,~~the orfinancial ~~otherwise mismanages or misappropriates that data, we could be subject to significant monetary damages, regulatory~~impact ~~enforcement actions, fines and/or criminal prosecution in one or more jurisdictions. Unauthorized disclosure~~ of ~~sensitive~~potential or confidential client data, whether through systems failure, employee negligence, fraud or misappropriation, could damage our reputation and cause us to lose clients. Similarly, unauthorized access to or through our information systems, whether by our employees or third parties, including a cyber-attack by third parties who may deploy viruses, worms or other malicious software programs, could result in negative publicity, significant remediation costs, legal liability, and damage to our reputation and could have a material adverse effect on our results of operationsattacks. ~~In addition~~However, our ~~liability~~ insurance ~~might~~may not be sufficient in type or amount to fully cover ~~us against~~ claims ~~related~~arising tofrom security breaches, cyber-attacks, and other related ~~breaches~~incidents.

We may be exposed to damage to our business or our reputation by cybersecurity breaches.

As the world becomes more interconnected through the use of the internet and users rely more extensively on the internet and the cloud for the transmission and storage of data, such information becomes more susceptible to incursion by hackers and other parties intent on stealing or destroying data on which we or our customers rely. We face an evolving landscape of cybersecurity threats in which hackers use a complex array of means to perpetrate cyber-attacks, including the use of stolen access credentials, malware, ransomware, phishing, structured query language injection attacks, and distributed denial-of-service attacks, among other means. These cybersecurity incidents have increased in number and severity, and it is expected that these trends will continue. Should we be affected by such an incident, we may incur substantial ~~costs~~ costs and suffer other negative consequences, which may include:

●

Remediation costs, such as liability for stolen assets or information, repairs of system damage, and incentives to customers or business partners in an effort to maintain relationships after an attack;

●

Increased cybersecurity protection costs, which may include the costs of making organizational changes, deploying additional personnel and protection technologies, training employees, and engaging third party experts and consultants;

●

Lost revenues resulting from the unauthorized use of proprietary information or the failure to retain or attract customers following an attack;

●

Litigation and legal risks, including regulatory actions by state and federal regulators; and

●

Loss of reputation.

Increasingly, intruders attempt to steal significant amounts of data, including personally identifiable data and either hold such data for ransom or release it onto the internet, exposing our clients to financial or other harm and thereby significantly increasing our liability in such cases. Our regulators have introduced programs to review our protections against such incidents which, if they determined that our systems do not reasonably protect our clients’ assets and their data, could result in enforcement activity and sanctions.

We have and continue to introduce systems and software to prevent any such incidents and review and increase our defenses to such issues through the use of various services, programs and outside vendors. We contract cybersecurity consultants and also review and revise our cybersecurity policy to ensure that it remains up to date. 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.

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. 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. Any significant degradation or failure of our systems or the systems of third parties involved in the trading process (e.g., online and internet service providers, record keeping and data processing functions performed by third parties, and third party software), even for a short time, could cause customers to suffer delays in trading. These delays could cause substantial losses for customers and could subject us to claims from these customers for losses. There can be no assurance that our network structure will operate appropriately in the event of a subsystem, component or software failure. 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.

~~Siebert 2023 Form-10K 11~~13

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. 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.

Our future success will depend on our ability to:

●

Enhance our existing products and services;

●

Develop and/or license new products and technologies that address the increasingly sophisticated and varied needs of our clients and prospective clients;

●

Continue to attract highly-skilled technology personnel; and

●

Respond to technological advances and emerging industry standards and practices on a cost-effective and timely basis.

Developing our electronic services, our implementation and utilization of our robo-advisor and other technology entails significant technical and business risks. We may use new technologies ineffectively or we may fail to adapt our electronic trading platform, information databases and network infrastructure to client requirements or emerging industry standards. If we face material delays in introducing new services, products and enhancements, our clients may ~~forego~~forgo the use of our products and use those of our competitors.

Further, the adoption of new internet, networking or telecommunications technologies may require us to devote substantial resources to modify and adapt our services. We cannot assure that we will be able to successfully implement new technologies or adapt our proprietary technology and transaction-processing systems to client requirements or emerging industry standards. We cannot assure that we will be able to respond in a timely manner to changing market conditions or client requirements.

Risks Related to Our Business Operations

~~Our~~We ~~management~~previously identified a material ~~weakness~~weaknesses in our internal control over financial reporting ~~which~~and ~~could,~~ if ~~not~~we ~~remediated~~fail to maintain an effective system of internal control in the future, this could result in ~~material~~loss ~~misstatements~~of ininvestor confidence and adversely impact our ~~consolidated financial~~stock ~~statements~~price.

~~Our~~We ~~management~~reported isin ~~responsible for establishing and maintaining adequate internal controls over~~ our ~~financial~~Annual Report ~~reporting,~~on asForm ~~such term is defined in Rule 13a~~10-~~15(f)~~K ~~under the~~for ~~Exchange Act. As disclosed in this report, we evaluated~~ the ~~effectiveness~~fiscal ofyear ~~our~~ended ~~internal control over financial reporting and identified a material weakness as of~~ December 31, 2023., ~~The~~a material weakness isbecause ~~that~~ 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. 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. During 2024, we also identified material weaknesses relating to (1) our failure to design adequate internal controls ~~The~~surrounding ITsecurity ~~deficiencies~~market ~~did~~values ~~not~~within ~~result~~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 ~~adjustments~~accordance with Rule 17a-13 of the Exchange Act. As of December 31, 2024, we completed the remediation measures related to the ~~consolidated~~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. 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.

A material weakness is defined as a deficiency, or a combination of deficiencies, in internal control over financial reporting, such that there is a reasonable possibility that a material misstatement of our annual or interim financial statements will not be prevented or detected on a timely basis. If not remediated, the material weakness identified above could result in material misstatements in our consolidated financial statements. In addition, 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.

Acquisitions involve risks that could adversely affect our business. We may pursue acquisitions of businesses and technologies. Acquisitions and other transactions entail numerous risks, including:

●

Difficulties in the integration of acquired operations, services and products;

Siebert 2023 Form-10K 12

●

Failure to achieve expected synergies;

●

Diversion of management’s attention from other business concerns;

●

Assumption of unknown material liabilities of acquired companies;

●

Amortization of acquired intangible assets, which could reduce future reported earnings;

●

Potential loss of clients or key employees of acquired companies; and

●

Dilution to existing stockholders.

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.

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. To the extent we enter into an agreement to buy or sell an entity or part of an entity, there can be no guarantee that the transaction will close when expected or at all. If a material transaction does not close our stock price could decline.

We cannot be certain that we will be able to identify, consummate and successfully integrate acquisitions, and no assurance can be given with respect to the timing, likelihood or business effect of any possible transaction. For example, we could begin negotiations that we subsequently decide to suspend or terminate for a variety of reasons. However, opportunities may arise that we will evaluate and any transactions that we consummate would involve risks and uncertainties to us. These risks could cause the failure of any anticipated benefits of an acquisition to be realized, which could have a material adverse effect on our business, financial condition, results of operations and prospects.

We depend on our ability to attract and retain key personnel.

We are dependent upon our key personnel for our success and the loss of the services of any of these individuals could significantly harm our business, financial condition and operating results.

We do not own the Muriel Siebert and Siebert names, but we may use them as part of our corporate name pursuant to a license agreement. Use of the names by other parties or the expiration or termination of our license agreement may harm our business.

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 ~~2025~~2026. In the event that the license agreement is terminated, or if the license agreement is not renewed or extended beyond ~~2025~~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.

A principal credit risk to which we are exposed on a regular basis is that our customers may fail to pay for their purchases or fail to maintain the minimum required collateral for amounts borrowed against securities positions maintained by them. We cannot assure that our practices and/or the policies and procedures we have established will be adequate to prevent a significant credit loss.

Our advisory services subject us to additional risks.

We provide investment advisory services to investors. Through our RIA, SNXT, we offer robo-advisory and investment services. The risks associated with these investment advisory activities include those arising from possible conflicts of interest, unsuitable investment recommendations, inadequate due diligence, inadequate disclosure and fraud. Realization of these risks could lead to liability for client losses, regulatory fines, civil penalties and harm to our reputation and business.

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. 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. 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.

Siebert 2023 Form-10K 13

Risks Related to Our Common Stock

There may be a limited public market for our common stock; Volatility.

13,~~255~~908,556 shares of our common stock, or approximately 3334.34% of our shares of our common stock outstanding, are currently held by non-affiliates as of ~~May~~March 15, ~~2024~~2025. A A stock with a small number of shares held by non-affiliates, known as the “float,” will generally be more volatile than a ~~stock~~ stock with a large float. Although our common stock is traded on the Nasdaq Capital Market, there can be no assurance that an active public market will continue.

Our principal shareholder has significant influence over us.

Gloria E. 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 4342% of our common stock as of December 31, 2024. As a result, they have significant influence on matters submitted to a vote of shareholders.

Future sales of our common stock in the public market could cause the market price of our common stock to drop significantly, even if our business is doing well.

Sales 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.

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. The First Tranche closed on May 18, 2023 and, in connection therewith, we entered into a Registration Rights and Lock-Up Agreement, dated as of May 19, 2023 (the “Registration Rights Agreement”), with Kakaopay. In accordance with the Registration Rights Agreement and the Settlement Agreement (as defined below), in January 2024 we filed a Form S-3 registration statement with the SEC registering these shares for resale. However, since we filed this Report after its scheduled due date, we no longer satisfy the eligibility requirements for use of registration statements on Form S-3, which requires that we file in a timely manner all reports required to be filed during the prior twelve calendar months. As a result, we have suspended use of the registration statement on Form S-3. Kakaopay may still sell shares pursuant to Rule 144 under the Securities Act of 1933, as amended, prior to the filing of any future registration statement. The number of shares of common stock could be significant in relation to our currently outstanding common stock and the historical trading volume of our common stock. The sale by Kakaopay of all or a significant portion of the shares of common stock could have a material adverse effect on the market price of our common stock. In addition, the perception in the public markets that Kakaopay might sell all or a portion of the shares of common stock could also, in and of itself, have a material adverse effect on the market price of our common stock.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. The First Tranche closed on May 18, 2023 and, in connection therewith, we entered into a Registration Rights and Lock-Up Agreement, dated as of May 19, 2023 (the “Registration Rights Agreement”), with Kakaopay. In accordance with the Registration Rights Agreement and the Settlement Agreement (as defined below), we filed a registration statement with the SEC registering these shares for resale. The number of shares of common stock could be significant in relation to our currently outstanding common stock and the historical trading volume of our common stock. The sale by Kakaopay of all or a significant portion of the shares of common stock could have a material adverse effect on the market price of our common stock. In addition, the perception in the public markets that Kakaopay might sell all or a portion of the shares of common stock could also, in and of itself, have a material adverse effect on the market price of our common stock.

The price of our common stock in the public markets has experienced, and may in the future experience, extreme volatility due to a variety of factors, many of which are beyond our control.

Since our common stock started trading on the Nasdaq Capital Market, our common stock has been relatively thinly traded and at times been subject to price volatility. The average daily trading volume from January 1, ~~2023~~2024 to December 31, ~~2023~~2024 was approximately 7724,~~052~~327 shares.

We believe that the trading price of our common stock has at times been influenced by trading factors other than industry or Company-specific fundamentals, including, without limitation, the sentiment of retail investors (including as may be expressed on financial trading and other social media sites), speculation in the press, in the investment community, or on the internet, including on online forums and social media, about Siebert, our industry or our security’s access to margin debt, trading in options and other derivatives on our common stock, and the amount and status of short interest in our securities (including a “short squeeze”). A “short squeeze” is a technical market condition that occurs when the price of a stock increases substantially, forcing market participants who had taken a position that its price would fall (i.e., who had sold the stock “short”), to buy it, which in turn may create significant, short-term demand for the stock not for fundamental reasons, but rather due to the need for such market participants to acquire the stock in order to forestall the risk of even greater losses. A “short squeeze” condition in the market for a stock can lead to short-term conditions involving very high volatility and trading that may or may not track fundamental valuation models.

Siebert 2023 Form-10K 14

As a result of the foregoing, investors in our common stock may be subject to the risk of significant, short-term price volatility of our common stock and the trading price of our common stock could decline for reasons unrelated to our business, financial condition, or results of operations. Further, in the past, following periods of volatility in the overall market and the market price of a particular company’s securities, securities class action litigation has often been instituted against these companies. 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.

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 ~~2023~~2024 or ~~2022~~2023. 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. Payment of future dividends, if any, will be at the discretion of our Board of Directors and will depend upon a number of factors that the Board of Directors deems relevant, including future earnings, the success of our business activities, capital requirements, the general financial condition and future prospects of our business and general business conditions. If we are unable to generate sufficient earnings and cash flows from our business, we may not be able to pay dividends on our common stock.

Our ability to pay cash dividends on our common stock is also dependent on the ability of our subsidiaries to pay dividends or capital distributions to Siebert. MSCO and RISE are subject to various regulatory requirements relating to liquidity, capital standards and the use of client funds and securities, which may limit funds available for payments to Siebert. The ability of our subsidiaries to pay dividends or capital distributions to Siebert may also be subject to regulatory approval.

Risks Related to Our Industry and Market

Securities market volatility and other securities industry risk could adversely affect our business.

Most of our revenues are derived from our securities brokerage business. Like other businesses operating in the securities industry, our business is directly affected by volatile trading markets, fluctuations in the volume of market activity, economic and political conditions, upward and downward trends in business and finance at large, legislation and regulation affecting the national and international business and financial communities, currency values, inflation, market conditions, the availability and cost of short-term or long-term funding and capital, the credit capacity or perceived credit-worthiness of the securities industry in the marketplace and the level and volatility of interest rates. We also face risks relating to losses resulting from the ownership of securities, counterparty failure to meet commitments, customer fraud, employee fraud, issuer fraud, errors and misconduct, failures in connection with the processing of securities transactions and litigation. A reduction in our revenues or a loss resulting from our ownership of securities or sales or trading of securities could have a material adverse effect on our business, results of operations and financial condition. 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. Our earnings are affected by the difference between the interest rates earned on interest-earning assets such as loans and investment securities and interest rates paid on interest-bearing liabilities such as deposits and borrowings. ~~Increases~~Decreases in interest rates ~~positively~~negatively impact our revenue ~~from~~by reducing the margin and other interest income, ~~and~~ as well as distribution fees received from money market securities. Lower rates can compress net interest margins, impacting the profitability of our interest-earning assets and affecting overall revenue.

As the U.S. economy ~~remains~~navigates in a ~~strong~~period ~~recovery,~~of ~~aided by fiscal and monetary policies~~stabilization, inflation ~~has~~remains ~~been rising at historically high rates~~elevated, and the Federal Reserve may raise, maintain or lower rates in the future. ~~Although~~in weresponse ~~believe~~to weevolving ~~may~~economic ~~benefit~~conditions. ~~from~~While we believe the current interest rate environment may present challenges, a ~~higher~~decrease ~~interest~~in rates ~~may~~could ~~cause~~reduce our ~~funding~~interest ~~costs~~revenue ~~to increase~~ if ~~market~~yields ~~conditions~~on orinterest-earning ~~the~~assets ~~competitive~~decline ~~environment~~without ~~induces us~~a tocorresponding ~~raise~~decrease in our ~~interest~~funding ~~rates~~costs, tocompress ~~avoid~~net ~~losing~~interest ~~deposits,~~margins orif ~~replace~~competitive ~~deposits~~pressures ~~with~~prevent ~~higher~~us ~~cost~~from ~~funding~~lowering ~~sources~~deposit ~~without~~rates, ~~offsetting~~and ~~increases~~impact market conditions inby ~~yields~~reducing ontrading ~~interest-earning~~volumes, ~~assets~~spreads, ~~which~~and ~~can~~demand ~~reduce~~for ~~our~~certain ~~interest~~brokerage ~~revenue~~products.

A prolonged economic slowdown, volatility in the markets, a recession, and uncertainty in the markets could impair our business and harm our operating results.

Our businesses are, and will continue to be, susceptible to economic slowdowns, recessions and volatility in the markets, which may lead to financial losses for our customers, and a decrease in revenues and operating results. In addition, global macroeconomic conditions and U.S. financial markets remain vulnerable to the potential risks posed by exogenous shocks, which could include, among other things, political and financial uncertainty in the U.S. and the European Union, renewed concern about China’s economy, ~~conflict~~geopolitical ~~with Russia and Ukraine~~conflicts, ~~the conflict in Israel and the Gaza Strip,~~ complications involving terrorism and armed conflicts around the world, or other challenges to global trade or travel. 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.

Siebert 2023 Form-10K 15

There is intense competition in the brokerage industry.

We encounter significant competition from full-commission, no commission, online and other discount brokerage firms, as well as from financial institutions, mutual fund sponsors, venture-backed technology and cryptocurrency firms, and other organizations. Over the past several years, price wars and lower or no commission rates in the discount brokerage business in general have strengthened our competitors. In addition, while the decline of commissions has been ongoing for decades, some of our competitors charging zero commissions on trades could potentially have an adverse effect on our commission revenue.

The securities brokerage industry has experienced significant consolidation, which may continue in the future, likely increasing competitive pressures in the industry. Consolidation could enable other firms to offer a broader range of products and services than we do, or offer them on better terms, such as higher interest rates paid on cash held in client accounts. We believe that such changes in the industry will continue to strengthen existing competitors and attract additional competitors such as banks, insurance companies, providers of online financial and information services, and others. Many of these competitors are larger, more diversified, have greater capital resources, and offer a wider range of services and financial products than we do. We compete with a wide variety of vendors of financial services for the same customers. Many of these competitors conduct extensive marketing campaigns and may have or achieve exceptional market name recognition. We may not be able to compete effectively with current or future competitors with stronger capital ~~position~~positions, greater name recognition or who partner or combine with other larger firms.

Some competitors in the discount brokerage business offer services which we may not offer. 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. Continued or increased competition from ultra-low ~~cost~~costs, flat-fee brokers and broader service offerings from other discount brokers could limit our growth or lead to a decline in our customer base which would adversely affect our business, results of operations and financial condition. 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.

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 periods of low volume, our levels of profitability are further adversely affected because certain of our expenses remain relatively fixed. Sudden sharp declines in market values of securities and the failure of issuers and counterparties to perform their obligations can result in illiquid markets which, in turn, may result in us having difficulty selling securities. Such negative market conditions, if prolonged, may lower our revenues. A reduction in our revenues could have a material adverse effect on our business, results of operations and financial condition.

The soundness of other financial institutions and intermediaries affects us.

We face the risk of operational failure, termination or capacity constraints of any of the clearing agents, exchanges, clearing houses or other financial intermediaries that we use to facilitate our securities transactions. As a result of the consolidation over the years of clearing agents, exchanges and clearing houses, our exposure to certain financial intermediaries has increased and could affect our ability to find adequate and cost-effective alternatives should the need arise. Any failure, termination or constraint of these intermediaries could adversely affect our ability to execute transactions, service our clients and manage our exposure to risk.

Our ability to engage in routine trading and funding transactions could be adversely affected by the actions and commercial soundness of other financial institutions. Financial services institutions are interrelated as a result of trading, clearing, funding, and counterparties or other relationships. We have exposure to many different industries and counterparties, and we routinely execute transactions with counterparties in the financial industry, including brokers and dealers, commercial banks, investment banks, mortgage originators and other institutional clients. As a result, defaults by, or even rumors or questions about the financial condition of, one or more financial services institutions, or the financial services industry generally, have historically led to market-wide liquidity problems and could lead to losses or defaults by us or by other institutions. Many of these transactions expose us to credit risk in the event of default of our counterparty or client. In addition, our credit risk may be exacerbated when the collateral held by us cannot be realized or is liquidated at prices insufficient to recover the full amount of the loan or derivative exposure due us. 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.

ITEM 1B. UNRESOLVED STAFF COMMENTS

None.

ITEM 1C. CYBERSECURITY

Cybersecurity presents significant challenges to the business community in general, as well as to the financial services industry. Increasingly, bad actors, both domestically and internationally, attempt to steal personal data and/or interrupt the normal functioning of businesses through accessing individuals’ and companies’ files and equipment connected to the internet. Recently, intruders have become increasingly sophisticated and use deceptive methods to steal funds and personally identifiable information which they either take for their own purposes, release to the internet, or hold for ransom. Regulators are increasingly requiring companies to provide more advanced levels of cybersecurity measures.

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.

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. We enlist third-party cybersecurity consultants and vendors to support our cybersecurity efforts, tapping into their specialized knowledge and insights to assess and test the effectiveness of our cybersecurity program and to inform decision-making on detection and the deployment of defense measures, commensurate with our risk profile. As part of our Vendor Risk Management program, we periodically examine our third-party providers’ and vendors’ risks by reviewing the content and enforcement of their cybersecurity standards, policies, and procedures. We also employ real-time monitoring to detect suspicious activity in order to minimize risks associated with data breaches or other security incidents that may arise from third-party sources or insider threats.

~~Siebert~~● ~~2023~~Protect: ~~Form~~We implement technical safeguards, including access controls, data encryption, network security, endpoint protection, and regular vulnerability patching. Our employee training and awareness programs are designed to improve cybersecurity awareness throughout the organization, and we are committed to educating our employees on security best practices in an industry-~~10K 16~~relevant context, relating to topics such as anti-money laundering, social engineering, and fraud prevention.

● Protect: We implement technical safeguards, including access controls, data encryption, network security, endpoint protection, and regular vulnerability patching. Our employee training and awareness programs are designed to improve cybersecurity awareness throughout the organization, and we are committed to educating our employees on security best practices coupled with industry-relevant context such as anti-money laundering, social engineering, and fraud.

●

Detect: We employ automated monitoring tools and operational procedures for timely detection of anomalies, cybersecurity events, and potential cybersecurity incidents.

● Respond: We have a Security Incident Response Plan, which is supported by operational procedures, to help guide response teams to prioritize and execute containment, investigation, eradication, and communication for confirmed cybersecurity incidents or breaches.

●

Recover: Our Business Continuity & Disaster Recovery Plan is in place to enable response to significant business disruptions and timely restoration of systems, data, and business operations following confirmed cybersecurity incidents or disaster scenarios.

We also incorporate industry-relevant context and emphasize security considerations beyond the core NIST CSF functions:

●

Regulatory Compliance: We integrate cybersecurity controls that address requirements of FINRA, SEC, and other relevant regulatory bodies.

●

Financial Transaction Security: We employ specific fraud detection and prevention measures to protect client funds and trading operations.

●

Market Integrity: We strive to safeguard systems and data that contribute to fair and efficient markets.

~~However,~~This ~~this~~ does not mean that we meet any particular technical standards, specifications, or requirements, but only that we use the NIST CSF as a guide to help us identify, assess, and manage cybersecurity risks relevant to our business.

Our cybersecurity program is integrated into our overall risk management process by providing periodic updates to certain members of the management team which in turn regularly provide updates to our Board of Directors.

As of the filing of this Report, we are not aware of any cybersecurity incidents that ~~have~~ occurred ~~since~~during the ~~beginning~~fiscal ofyear ~~2023~~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. We acknowledge that we cannot eliminate all ~~security~~cybersecurity risks within our organization, and we cannot guarantee that any undetected cybersecurity incidents have occurred. For additional information about these risks, see Part I, Item 1A, - Risk Factors of this Report.

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. Our CISO’s extensive cybersecurity background is supplemented with industry-leading certifications and credentials such as Cisco’s CCIE Security, Palo Alto Networks (PNCSE, PCDRA, PSE), Juniper Networks (JNCIS), and Checkpoint (CCSE) specializations on Endpoint Detection and Security Architecture. Our Chief Technology Officer (“CTO”), whose experience includes approximately 25 years of managing technology strategy and programs at public financial services organizations,. The CTO also has key responsibilities and provides input into the management of our cybersecurity risks from a technology perspective. In order to monitor the prevention, detection, ~~mitigation~~ mitigation and remediation of cybersecurity incidents, our CISO, CTO, and respective technology and operations teams monitor the cybersecurity ~~threat~~ threat landscape, plan and implement security controls, and detect and respond to cybersecurity threats and incidents using a combination of of security tooling, automated systems, and manual processes.

Our Board of Directors, through its Audit Committee, oversees the cybersecurity risk management program. The Board of Directors and the Audit Committee are informed about risks from cybersecurity threats through periodic updates and reports provided by management. The periodic updates include briefing materials on our security posture, emerging cybersecurity threats and risks, cybersecurity incident response planning, significant cybersecurity incidents and breaches, and cybersecurity-related matters involving third parties or vendors.

Siebert 2023 Form-10K 17

ITEM 2. PROPERTIES

We currently maintain 11our headquarters and 10 branch offices ~~and~~that customers can visit ~~our branch offices~~ to obtain market information, place orders, open accounts, deliver and receive ~~checks~~ checks and securities, and obtain related customer services in person. Nevertheless, most of our activities are conducted on the internet or or by telephone and mail. We operate our business out of the following ~~branch~~ offices:

	Approximate Square Feet
Corporate Headquarters
Miami Beach, FL – 653 Collins Avenue	~~12,000~~	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
Jersey City, NJ		11,000
Omaha, NE		2,900
Seal Beach, CA		800
Tampa, FL		1,000
New York, NY		8,000

ITEM 3. LEGAL PROCEEDINGS

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

As of the date of this Report, we do not expect that these claims, suits and complaints will have a material impact on our results of operations or financial position.

ITEM 4. MINE SAFETY DISCLOSURES

Not applicable.

~~Siebert 2023 Form-10K 18~~21

PART II

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. Based on information available to us, we believe there are approximately 3,328 beneficial holders of our common stock as of March 13, 2025.

Holders

As of April 2, 2024, there were 73 holders of record of our common stock based on information provided by our transfer agent. The number of stockholders of record does not reflect the number of individual or institutional stockholders that beneficially own our stock because most stock is held in the name of nominees. Based on information available to us, we believe there are approximately 3,782 beneficial holders of our common stock as of February 9, 2024.

Dividend Policy

No dividends were paid to shareholders during ~~2023~~2024 and ~~2022~~2023. Our Board of Directors periodically considers whether to declare dividends, and any future decision to pay dividends is at the discretion of the Board of Directors. In considering whether to pay such dividends, our Board of Directors will review our earnings, capital requirements, economic forecasts and such other factors as are deemed relevant.

For 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.”

Unregistered Sales of Equity Securities and Use of Proceeds

On ~~May~~ 18February 22, ~~2023~~2024, wethe ~~issued~~Company 8granted 150,~~075,607~~ 000 shares of ~~our~~restricted common stock, subject to ~~Kakaopay~~vesting over the vesting period, as ~~part~~compensation ofto aconsultants ~~transaction~~of ~~with~~the ~~Kakaopay~~Company. The common stock ~~was~~ was issued pursuant to Section 4(a)(2) of the Securities Act of 1933, as(the ~~amended~~“Securities Act”). Refer to Note 523 – ~~Kakaopay~~Employee Benefit ~~Transaction~~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. 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 6. [RESERVED]

~~Siebert 2023 Form-10K 19~~None.

ITEM 7. MANAGEMENT’S DISCUSSIONS AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

The following discussion of our financial condition and results of operations should be read in conjunction with our consolidated financial statements and the related notes included in Part II, Item 8 - Financial Statements and Supplementary Data of this Report. In addition to our historical consolidated financial information, the following discussion contains forward-looking statements that reflect our plans, estimates, and beliefs. Our actual results could differ materially from those discussed in the forward-looking statements. 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. 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. Market volatility, overall market conditions, interest rates, economic, political, and regulatory trends, and industry competition are among the factors which could affect us, and which are unpredictable and beyond our control. These factors affect the financial decisions made by market participants who include investors and competitors, impacting their level of participation in the financial markets. In addition, in periods of reduced financial market activity, profitability is likely to be adversely affected because certain expenses remain relatively fixed, including salaries and related costs, as well as portions of communications costs and occupancy expenses. Accordingly, earnings for any period should not be considered representative of earnings to be expected for any other period.

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 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. 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. Equity risk results from changes in prices of equity securities, affecting the value of the equity securities and other instruments that derive their value from a particular stock.

We may enter into underwriting commitments and, as a result, we may be subject to market risk on any unsold securities issued in the offerings to which we are committed. Risk exposure is controlled by limiting our participation, the transaction size, or through the syndication process.

Interest Rates

We are exposed to market risk from changes in interest rates. Such changes in interest rates primarily impact revenue from interest, marketing, and distribution fees. We primarily earn interest, marketing and distribution fees from margin interest charged on clients’ margin balances, interest on cash and securities segregated for regulatory purposes, and distribution fees from money market mutual funds in clients’ accounts. Securities segregated for regulatory purposes consist solely of U.S. government securities. If prices of U.S. government securities within our portfolio decline, we anticipate the impact to be temporary as we intend to hold these securities to maturity. 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.

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.

Technology Initiatives

~~During~~At ~~2022~~the ~~and~~end ~~2023~~of we terminated agreements with prior technology vendors that were primarily developing our Retail Platform, refer to Note 7 - Prepaid Service Contract and Note 10 – Software, Net for further detail. During 2023, we ~~reassessed our technology needs and strategic direction and~~ hired new technology personnel, changed our primary software development vendor, and made ~~additional~~ investments in technology development ~~related to our Retail Platform and additional technology services for our customers~~.

WeSome ~~believe~~of these ~~changes~~technology ~~will~~investments beinclude ~~key~~the todevelopment ~~creating~~of a ~~Retail~~Siebert ~~Platform~~mobile ~~and~~trading ~~additional~~application, ~~technology~~online ~~services~~platform for ~~the~~our ~~next~~retail ~~generation~~customer ofbase ~~retail~~and ~~customers,~~corporate ~~correspondent~~services ~~clearing~~clients, as well as ~~the~~upgrades ~~overall~~to ~~growth~~our oftechnological ~~our~~and ~~business.~~operational ~~The~~infrastructure ~~termination~~to ofsupport ~~agreements~~these ~~with~~platforms ~~our~~and ~~prior~~future growth. We believe that these ongoing investments in technology ~~vendors~~will ~~had~~be ~~minimal~~key ~~impact~~to onmeeting the needs of our retail customers, correspondent clearing, corporate services ~~current~~as ~~operations~~well as expand into new markets and demographics.

Recent Developments

Transaction with Kakaopay

On April 27, 2023, we entered into the First Tranche Stock Purchase Agreement with Kakaopay, a company established under the Laws of the Republic of Korea, pursuant to which we issued to Kakaopay 8,075,607 shares of our common stock at a per share price of Two Dollars Fifteen Cents ($2.15), which represented at the time of issuance 19.9% of our outstanding equity securities on a fully diluted basis (the “First Tranche”). Concurrent with the execution of the First Tranche Stock Purchase Agreement, Siebert and Kakaopay entered into a Stock Purchase Agreement (the “Second Tranche Stock Purchase Agreement”), pursuant to which we agreed to issue to Kakaopay additional shares at a per share price of Two Dollars Thirty Five Cents ($2.35), that would have resulted in Kakaopay owning 51% of the outstanding equity securities of Siebert on a fully diluted basis.

Siebert 2023 Form-10K 20

The First Tranche closed on May 18, 2023 and, in connection therewith, we entered into the Registration Rights Agreement and a Stockholders’ Agreement (the “Original Stockholders’ Agreement”) with Kakaopay.

On December 19, 2023, we entered into a Termination and Settlement Agreement (the “Settlement Agreement”) with Kakaopay, Kakaopay Securities Corp. (“Kakaopay Securities”), MSCO and certain Gebbia parties named therein. Under the Settlement Agreement, the parties mutually agreed to terminate the Second Tranche Stock Purchase Agreement. The parties terminated the Second Tranche Stock Purchase Agreement after reaching a compromise regarding their disagreement over, among other things, the occurrence of a “Purchaser Material Adverse Effect” in the Second Tranche Stock Purchase Agreement, and the ability of the closing conditions in the Second Tranche Stock Purchase Agreement to be satisfied. Certain related agreements were also terminated, including the Foreign Broker-Dealer Fee Sharing Agreement, dated April 27, 2023, between MSCO and Kakaopay Securities, and the Support and Restrictive Covenant Agreements by certain Gebbia stockholders, each dated April 27, 2023. The parties also agreed (i) to amend and restate the Original Stockholders’ Agreement as described below, (ii) that Siebert will pay Kakaopay a fee of $5 million (payable in ten quarterly installments beginning on March 29, 2024) and (iii) to customary releases. Kakaopay continues to own the 8,075,607 shares of our common stock that it purchased from Siebert in May 2023, and Kakaopay agreed to certain standstill restrictions with respect to its ownership of our common stock, subject to certain conditions.

In connection with the foregoing, on December 19, 2023, we entered into an Amended and Restated Stockholders’ Agreement (the “A&R Stockholders’ Agreement”) with Kakaopay, certain stockholders listed on Schedule I thereto and John J. Gebbia (in his individual capacity and as representative of the Gebbia Stockholders (as defined therein)) to amend and restate the Original Stockholders’ Agreement.

Under the A&R Stockholders’ Agreement, Kakaopay is entitled to nominate one director to our board of directors (the “Board”) and the Gebbia Stockholders are entitled to designate six directors to the Board, in each case, subject to certain conditions. Kakaopay and each Gebbia Stockholder agreed to vote all shares of common stock held by such stockholder to elect directors nominated by Kakaopay and Gebbia Stockholders.

The A&R Stockholders’ Agreement also, among other things, provides that certain specified events, including certain significant merger and acquisition transactions and related party transactions, stock exchange delistings, amendments to organizational documents that materially and disproportionally prejudice Kakaopay and certain equity issuances, will require the prior written consent of two-thirds of the Board, including at least one Kakaopay director and one Gebbia director. The A&R Stockholders’ Agreement also provides Siebert and the non-transferring party a right of first refusal if Kakaopay or any of the Gebbia Stockholders desires to accept a bona fide offer to transfer all or any portion of its or their shares, subject to certain exceptions, and includes tag-along rights in favor of Kakaopay and the Gebbia Stockholders. The A&R Stockholders’ Agreement will terminate at such time as either the Gebbia Stockholders, in the aggregate, or Kakaopay, hold less than five percent of the issued and outstanding Common Stock on a fully-diluted basis.

We incurred $5,943,000 associated with the termination of the transaction with Kakaopay which is recorded in the line item “Transaction termination costs” in the consolidated statements of operations. This amount consisted of the $5,000,000 fee to Kakaopay (payable in ten quarterly installments beginning on March 29, 2024) adjusted for the present value of the payments, as well as legal and other consulting costs associated with the transaction of approximately $1,481,000.

RISE

RISE was an institutional brokerage for which all its revenue producing customers transitioned to other prime service providers by the first quarter of 2022. Net revenue from customers that have transitioned to other prime service providers was approximately $0.3 million for the year ended December 31, 2022. During 2022, there were various transactions involving the ownership of RISE. Refer to Note 3 – Transactions with Tigress and Hedge Connection and Note 4 – RISE for additional detail.

As part of this transition, Siebert had an agreement with JonesTrading Institutional Service, LLC (“JonesTrading”) whereby JonesTrading pays RISE a percentage of the net revenue produced by certain historical clients of RISE less any related expenses. For the years ended December 31, 2023 and 2022, this agreement resulted in income of $265,000 and $137,000, respectively, which is recorded in the line item “Other income” in the consolidated statements of operations.

As a result of the transactions described in Note 3 – Transactions with Tigress and Hedge Connection, Siebert’s ownership in RISE increased to 68% and, therefore, Siebert continued to consolidate RISE from October 18, 2022 through December 31, 2022. There have been no further transactions completed by Siebert related to RISE’s membership interests for the year ended December 31, 2023.

Siebert 2023 Form-10K 21

Transactions with Tigress and Hedge Connection

On November 16, 2021, we purchased 24% of the outstanding membership interests in Tigress, a disabled and woman-owned financial services firm, in exchange for 24% of RISE and shares of Siebert common stock. On January 21, 2022, we purchased 20% of Hedge Connection, a woman-owned fintech company, and an option to acquire the remaining interest in Hedge Connection in exchange for consideration of $600,000 and 3.33% of RISE.

As part of these transactions, Tigress’ founder, Cynthia DiBartolo, continued as CEO of Tigress, and assumed the position as CEO of RISE. Gloria E. Gebbia, one of Siebert’s and RISE’s directors, assumed the position of Chief Impact Officer at RISE. Ms. DiBartolo was appointed to Siebert’s and RISE’s Board of Directors and Ms. Gebbia was appointed to Tigress’ Board of Directors. In addition, Lisa Vioni, founder of Hedge Connection, provided RISE with the right to appoint one director to the Board of Directors of Hedge Connection, and Ms. Vioni was appointed to the Board of Directors of RISE as well as to the position of President of RISE Prime – Capital Introduction, a division of RISE.

Based upon the strategic direction of these ventures, management of the respective businesses decided to unwind the original transactions with Siebert, RISE, Hedge Connection and Tigress. As a result, we exchanged our 7% ownership of Tigress for all of Tigress’ ownership of RISE. We also entered into an agreement with Hedge Connection whereby we re-conveyed 20% of the common stock of Hedge Connection and the related option to acquire 100% of Hedge Connection in exchange for 3.17% of RISE and the cancellation of Siebert’s note payable to Hedge Connection.

As part of these agreements, Ms. DiBartolo and Ms. Vioni resigned from their respective positions within Siebert and RISE. Gloria E. Gebbia also resigned from her position within Tigress.

The financial impact of the transaction with Hedge Connection was a one-time loss of $719,000 for the year ended December 31, 2022, which is in the line item “Loss on sale of equity method investment in related party” on the consolidated statements of operations. The Company recognized impairment charges of its investment in Tigress of approximately $185,000 and $4,015,000 during the years ended December 31, 2023 and 2022, respectively, which are in the line item “Impairment of investments” on the consolidated statements of operations. Refer to Note 3 – Transactions with Tigress and Hedge Connection for further detail on the terms and accounting treatment of these transactions.

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.

Client Account Metrics – Retail Customers

	As of December 31,
	2023		2022
	2024		2023
Retail customer net worth (in billions)	$	1518.90	$	1315.59
Retail customer margin debit balances (in billions)	$	0.34	$	0.43
Retail customer credit balances (in billions)	$	0.54	$	0.65
Retail customer money market fund value (in billions)	$	0.78	$	0.67
Retail customer accounts		~~153~~160,~~727~~054		~~122~~153,~~394~~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 ~~represents~~represent credit extended to our customers to finance their purchases against current positions

● Retail customer credit balances ~~represents~~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 ~~represents~~represent the number of retail customers

~~Account Growth Initiatives~~24

During 2023, our management team engaged in several account growth initiatives that led to significant growth in our retail customer accounts from 2022. The primary drivers of this growth were related to a partnership with NFS as well as new retail accounts from corporate services.

Siebert 2023 Form-10K 22

Consolidated Statements of Operations and Financial Condition

Consolidated Statements of Operations for the Years Ended December 31, ~~2023~~2024 and ~~2022~~2023

Revenue

Commissions and fees for the year ended December 31, ~~2023~~2024 were $79,~~541~~615,000 and increased by $~~201~~2,339,000 from the corresponding ~~period~~ period in the prior year, primarily due to strong market conditions.

Interest, marketing and distribution fees for the year ended December 31, ~~2023~~2024 were $2932,~~577~~407,000 and increased by $122,~~343~~830,000 from the corresponding period in the prior year primarily due to ~~rising interest rates that resulted in~~ an increase in ~~margin~~ interest income ~~and interest income~~ received on U.S. government securities and bank deposits.

Principal transactions and proprietary trading for the year ended December 31, ~~2023~~2024 were $1314,~~094~~616,000 and increased by $91,~~351~~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. The ~~increase~~decrease in unrealized gain on our portfolio of U.S. government securities was due to the ~~following.~~maturity Weof ~~invested~~certain ~~in 1-year treasury bills and 2-year treasury notes in order to enhance our yield on excess 15c3-3 deposits. During 2022, there was an increase in~~ U.S. government securities ~~yields,~~ ~~which~~and ~~created an unrealized loss on our U.S. government securities portfolio. In 2023, we recorded the reversal of the unrealized~~a ~~loss~~decrease ~~resulting~~ in ainvestment ~~realized and unrealized gain due to the securities coming closer to maturity, the latest maturity being April 2025. We continually invest~~ 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.

	Year Ended December 31
	Year Ended December 31,
	2023		2022			Year over Year Increase
	2024		2023			Year over Year Increase
Principal transactions and proprietary trading
Realized and unrealized gain on primarily riskless principal transactions	$	914,~~275~~251,000	$	79,~~643~~275,000		$	14,~~632~~976,000
Realized and unrealized gain (loss) on portfolio of U.S. government securities		3365,~~819,~~000		(3,~~900~~819,000	)		7(3,~~719~~454,000	)
Total Principal transactions and proprietary trading	$	1314,~~094~~616,000	$	313,~~743~~094,000		$	91,~~351~~522,000

Market making for the year ended December 31, ~~2023~~2024 was $12,~~304~~255,000 and ~~decreased~~increased by $1951,~~139,~~000 from the corresponding period in in the prior year, primarily due to ~~market~~strong ~~conditions~~equity markets.

Stock borrow / stock loan for the year ended December 31, ~~2023~~2024 was $1619,~~172~~249,000 and increased by $13,~~654~~077,000 from the corresponding period in the prior year, primarily due to ~~the~~a growth ofin stock locate ~~and securities lending businesses~~services.

Advisory fees for the year ended December 31, ~~2023~~2024 were $12,~~928~~369,000 and increased by $66441,000 from the corresponding period in in the prior year, primarily due to growth in platform assets.

Other income for the year ended December 31, ~~2023~~2024 was $13,~~898~~390,000 and ~~decreased~~increased by $1,~~064~~227,000 from the corresponding period in the prior year, primarily due to ~~the~~fees ~~termination~~related ofto ~~consulting~~an ~~fee~~increase ~~income~~in ~~from~~maintenance afees ~~technology~~during ~~vendor~~the current year.

Operating Expenses

Employee compensation and benefits for the year ended December 31, ~~2023~~2024 were $3143,~~936~~999,000 and increased by $312,~~202~~063,000 from the corresponding period in the prior year, primarily due to an increase in commission payouts and ~~incentive~~executive compensation.

Clearing fees, including execution costs for the year ended December 31, ~~2023~~2024 were $1,~~672~~607,000 and decreased by $~~471~~65,000 from the corresponding ~~period~~ period in the prior year~~, primarily due to the elimination of RISE clearing and execution charges~~.

Technology and communications expenses for the year ended December 31, ~~2023~~2024 were $3,~~364~~940,000 and ~~decreased~~increased by $1576,~~107,~~000 from the corresponding period in the prior year, primarily due to ~~a decrease in technology costs related to RISE as well as a decrease in costs related to~~ an ~~agreement~~expansion ~~with~~of atechnological ~~technology vendor that was terminated in 2022~~infrastructure.

Other general and administrative expenses for the year ended December 31, 2023 were $4,410,000 and increased by $400,000 from the corresponding period in the prior year, primarily due to an increase in travel expenses as well as expense primarily related to the Miami office building.25

~~Siebert~~Other ~~2023~~general ~~Form-10K 23~~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.

Data processing expenses for the year ended December 31, ~~2023~~2024 were $3,~~236~~200,000 and ~~increased~~decreased by $6736,000 from the corresponding period in the prior year.

Rent and occupancy expenses for the year ended December 31, ~~2023~~2024 were $1,~~873~~631,000 and decreased by $82242,000 from the corresponding period in the prior year, primarily due to ~~the~~a ~~elimination~~discontinued ofrent ~~certain~~expense ~~leases~~related into ~~2023~~the temporary Miami office.

Professional fees for the year ended December 31, ~~2023~~2024 were $45,~~459~~578,000 and increased by $1,~~257~~119,000 from the corresponding period in the prior year, primarily due to an increase in ~~board~~legal ofand ~~director~~accounting ~~compensation,~~fees ~~executive~~offset ~~officer~~by ~~compensation,~~a asdecrease ~~well~~in ~~as other~~ consulting ~~costs~~services.

Depreciation and amortization expenses for the year ended December 31, ~~2023~~2024 were $21,~~020~~380,000 and ~~increased~~decreased by $1640,~~025,~~000 from the corresponding period in the prior year, primarily due to the write- off of ~~certain~~development related to integration of a technology ~~assets~~platform that occurred in ~~2023~~the prior year.

Interest expense for the year ended December 31, ~~2023~~2024 was $~~263~~262,000 and decreased by $~~177~~1,000 from the corresponding period in ~~the~~ the prior year~~, primarily due to the elimination in interest related to notes payable at the end of 2022~~.

Advertising and promotion expenses for the year ended December 31, ~~2023~~2024 were $~~155~~348,000 and ~~decreased~~increased by $~~388~~193,000 from the corresponding period in the prior year, primarily due to aan ~~decrease~~increase in ~~promotional costs for various~~ marketing initiatives in 2024.

Non-Operating Income (Loss)

The earnings of equity method investment in related party for the year ended December 31, ~~2023~~2024 was $~~111,000~~0 and ~~increased~~decreased by $~~107~~111,000 from the corresponding period in the prior year, primarily due to anthe ~~increase~~exit inof our ~~proportional~~investment ~~income~~in ~~from~~Tigress ~~our~~in ~~investment~~the inthird ~~Tigress~~quarter of 2023.

The impairment of investments for the year ended December 31, ~~2023~~2024 was ~~a loss of~~ $~~1,035,000~~0 and ~~decreased~~decrease by $21,~~980~~035,000 from the corresponding period in the prior year, primarily due to the impairment of our investment in ~~Tigress~~a ~~occurring~~technology inprovider ~~2022,~~of ~~partially~~a ~~offset~~trading byplatform and the impairment in ~~2023~~ of our investment in aTigress ~~technology~~occurring ~~provider~~in ~~of a trading platform (“Trading Technology Provider”)~~2023.

~~Loss~~Transaction ontermination ~~sale of equity method~~costs ~~investment in related party~~ for the year ended December 31, ~~2023~~2024 was $0 and decreased by $~~719~~5,943,000 from the corresponding period in the prior year due to ~~our~~costs ~~loss~~associated with on the ~~transactions~~termination ~~between~~of ~~Siebert,~~the ~~RISE,~~Kakaopay ~~Hedge~~transaction ~~Connection and Tigress~~ in ~~2022~~2023.

Transaction termination costs for the year ended December 31, 2023 was $5,943,000 and increased by $5,943,000 from the corresponding period in the prior year due to costs associated with the termination of the Kakaopay transaction.

Provision For (Benefit From) Income Taxes

The provision for income taxes for the year ended December 31, ~~2023~~2024 was $34,~~415~~165,000 and increased ~~from the benefit for income taxes~~ by $4750,~~715,~~000 from the corresponding period in the prior year. The change from the corresponding period in the prior year is primarily due to ~~substantial~~increased ~~increase~~profitability ~~in pre-tax earnings for the~~ year ~~ended~~over ~~December 31, 2023~~year. Refer to Note 1817 – 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. The net income attributable to noncontrolling interests for the year ended December 31, ~~2023~~2024 was $1817,000, and ~~increased~~decreased by $1,~~018,~~000 from ~~the~~ the corresponding period in the prior year~~, primarily due to expenses in RISE in 2022 associated with the exiting of the prime brokerage business~~.

~~Siebert 2023 Form-10K 24~~26

Consolidated Statements of Financial Condition as of December 31, ~~2023~~2024 and ~~2022~~2023

Assets

Assets as of December 31, ~~2023~~2024 were $~~801~~519,~~800~~668,000 and ~~increased~~decreased by $73282,~~752~~132,000 from December 31, ~~2022~~2023, primarily due to ana ~~increase~~decrease in securities borrowed, ~~receivables~~and ~~from~~cash ~~customers,~~ and securities ~~owned~~segregated, ~~at fair value,~~ partially offset by aan ~~decrease~~increase in cash and cash equivalents.

Liabilities

Liabilities as of December 31, ~~2023~~2024 were $~~731~~434,~~091~~576,000 and ~~increased~~decreased by $52296,~~963~~515,000 from December 31, ~~2022~~2023, primarily due to ana ~~increase~~decrease in securities loaned ~~partially offset by a decrease in payables to customers~~ and payables to ~~non-~~customers.

Liquidity and Capital Resources

Overview

WeAs ~~expect~~of toDecember ~~use our available cash~~31, ~~cash equivalents~~2024, ~~and~~a ~~potential~~significant ~~future~~portion ~~borrowings~~of ~~under~~ our ~~debt~~assets ~~agreements~~were ~~and~~liquid ~~potential~~in ~~issuance of new debt or equity~~nature, toproviding ~~support~~us ~~and~~with ~~invest~~flexibility in financing our ~~core~~ business,. A ~~including~~significant ~~investing~~portion inof ~~new~~our ~~ways~~assets tonot ~~serve~~held ~~our~~by customers, ~~potentially~~or ~~seeking strategic~~used ~~acquisitions to leverage existing capabilities, and~~ for ~~general~~stock ~~capital~~borrow ~~needs~~/ ~~(including~~stock ~~capital,~~loan ~~deposit,~~consisted ~~and~~primarily ~~collateral~~of ~~requirements imposed~~cash ~~by regulators~~ and ~~SROs). Based on our current level of operations, we believe our available~~ cash, ~~available lines of credit~~equivalents, ~~overall~~ ~~access~~securities ~~to capital markets~~owned, ~~and~~at ~~cash~~fair ~~provided~~value, bywhich ~~operations~~are ~~will be adequate~~ marked-to-market ~~meet our current liquidity needs for the foreseeable future. As of the date of this Report~~daily, ~~there~~and ~~are~~receivables nofrom ~~known~~and ordeposits ~~material~~with ~~events~~broker-dealers ~~that~~and ~~would require us to use large amounts of our liquid assets to~~clearing ~~cover expenses~~organizations.

We expect to use our available cash, cash equivalents, and potential future borrowings under our debt agreements and potential issuance of new debt or equity, to support and invest in our core business, including investing in new ways to serve our customers, potentially seeking strategic acquisitions to leverage existing capabilities, and for general capital needs (including capital, deposit, and collateral requirements imposed by regulators and SROs).

Based on our current level of operations, we believe our available cash, available lines of credit, overall access to capital markets, and cash provided by operations will be adequate to meet our current liquidity needs for the foreseeable future. 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. 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~~ item “Securities owned, at fair value” onin the consolidated statements of financial condition. Refer to Note 6 – Kakaopay Transaction for further detail.

Cash and Cash Equivalents

Our cash and cash equivalents were $532.76 million and $235.7 million as of December 31, ~~2023~~2024 and ~~2022~~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. This credit facility allows the Company to fund acquisitions, execute stock buybacks, and meet general corporate needs up to $10 million, ensuring access to capital for both growth and operational purposes. The two-year term of the Credit Agreement, combined with a competitive interest rate structure that is tied to either the one-month Term SOFR plus 3.15% or a minimum of 7.50%, provides a stable and predictable financing source. The personal guarantees provided by key executives, John J. Gebbia and Gloria E. Gebbia, and their trust, further strengthen the Company’s borrowing position and help secure favorable terms.

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. We may use any borrowings under the BMO Credit Agreement to finance NSCC Deposit Requirements (other than an Adequate Assurance Deposit) and withdrawals from a Reserve Account. As part of the agreement, we entered into a Parent Guaranty agreement guaranteeing repayment of any debt issued to MSCO.

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

We satisfied its condition precedent to deliver a legal option to BMO Harris on December 18, 2024.

Debt Agreements

We have a $4.32 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, ~~2023~~2024. ~~For the year ended December 31, 2023, we paid off our $2.7 million loan outstanding with East West Bank.~~ As of December 31, ~~2023~~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, ~~2023~~2024.

	Payments Due By Period
	Payments Due by Period
	2024		2025		2026		2027		2028		Thereafter		Total
	2025		2026		2027		2028		2029		Thereafter		Total
Operating lease commitments	$	~~938~~1,048,000	$	~~861~~836,000	$	~~694~~594,000	$	~~520~~503,000	$	~~443~~45,000	$	—	$	3,~~456~~026,000
Kakaopay fee (1)		2,000,000		21,000,000		~~1,000,000~~—		—		—		—		53,000,000
Mortgage with East West Bank (2)		8488,000		8891,000		9195,000		9598,000		98112,000		3,~~857~~744,000		4,~~313~~228,000
Technology vendors (3)		2872,~~097,~~000		—		—		—		—		—		2872,~~097,~~000
Leasehold improvements (4)		671,000		—		—		—		—		—		671,000
Broadridge contract (4)		407,000		170,000		—		—		—		—		577,000
Total	$	54,~~790~~415,000	$	2,~~949~~097,000	$	1689,~~785,~~000	$	~~615~~601,000	$	~~541~~157,000	$	3,~~857~~744,000	$	1511,~~537~~703,000

(1) Pursuant to the Settlement Agreement with Kakaopay, ~~Siebert~~we ~~will~~are obligated to pay Kakaopay a fee of $5 million (payable in ten quarterly installments ~~beginning~~that onbegan ~~March~~in ~~29,~~the ~~2024.)~~first ~~See~~quarter ~~Management’s Discussion and Analysis~~ of ~~Financial~~2024. ~~Condition~~Refer ~~and~~to ~~Results~~Note of6 ~~Operations~~ – ~~Transaction with~~ 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.

(3) InWe ~~2023~~have we entered into agreements with technology vendors for certain development projects related to our Retail Platform ~~and equity management solutions~~. As of December 31, ~~2023~~2024, we have incurred approximately $03.54 million out of the $24.63 million total budget for these ~~projects~~vendors.

(4) OnIn ~~July~~June 7, 2023, we entered into aan ~~lease~~amendment ~~agreement~~to ~~expiring~~its inservice ~~December~~agreement ~~2028~~with ~~for~~Broadridge ~~office~~Securities ~~space~~Processing inSolutions, ~~the~~LLC ~~World~~with ~~Financial~~a ~~Center~~total inminimum ~~New~~expense ~~York~~of ~~City. The estimated build out cost for this office space is~~ approximately $~~800,000~~1.2 Asmillion offor ~~December~~this ~~31, 2023, we have incurred approximately $129,000 out of the $800,000 of the estimated build out costs~~arrangement.

Siebert 2023 Form-10K 25

Shelf Registration Statement

On February 18, 2022, we filed a shelf registration statement on Form S-3 that was declared effective on March 2, 2022 by the SEC 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. However, since we filed this Report after its scheduled due date, we no longer satisfy the eligibility requirements for use of registration statements on Form S-3, which requires that we file in a timely manner all reports required to be filed during the prior twelve calendar months. As a result, we have suspended use of the shelf registration statement.

At the Market Offering

On May 27, 2022, we entered into a Capital on DemandTM Sales Agreement with JonesTrading as agent, pursuant to which we may offer and sell, from time to time through JonesTrading, shares of our common stock having an aggregate offering amount of up to $9.6 million under our shelf registration statement on Form S-3. For the years ended December 31, 2023 and 2022, we did not sell any shares pursuant to this Sales Agreement. Refer to Note 21 – Commitments, Contingencies and Other for additional detail. As noted above, since we filed this Report after its scheduled due date, we no longer satisfy the eligibility requirements for use of registration statements on Form S-3. As a result, we have suspended use of the shelf registration statement and we are not able to access the At the Market program as of the date of this Report.

Net Capital, Reserve Accounts, Segregation of Funds, and Other Regulatory Requirements

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

MSCO can transfer funds to Siebert as long as it maintains its liquidity and regulatory capital requirements. RISE can transfer funds to its shareholders, of which Siebert is entitled to its proportional ownership interest, as long as RISE maintains its liquidity and regulatory capital requirements. For the years ended December 31, ~~2023~~2024 and ~~2022~~2023, MSCO and RISE had sufficient net capital to meet their respective liquidity and regulatory capital requirements. Refer to Note 1918 – 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. Net operating assets and liabilities at any specific point in time are subject to many variables, including variability in customer activity, the timing of cash receipts and payments, and vendor payment terms. The total changes in our consolidated statements of cash flows, especially our operating cash flow, are not necessarily indicative of the ongoing results of our business as we have customer assets and liabilities on our consolidated statements of financial condition.

For the year ended December 31, ~~2023~~2024, cash used in operating activities increased by $514.79 million compared to ~~2022~~2023, which was primarily driven by anthe ~~increase~~inclusion ~~in working~~of ~~capital~~cash ~~partially~~and ~~offset~~securities bysegregated anfor ~~increase~~regulatory purposes, which were previously not presented in ~~net~~the ~~income~~operating section. The ~~net~~increase ~~change~~was further ofimpacted ~~receivables~~by ~~and~~the ~~payables~~outflows ~~from~~related / to ~~customers,~~the ~~receivables~~Kakao settlement and ~~payables~~ ~~from~~contract /termination ~~to non-customers~~payments, ~~and~~as ~~securities~~well ~~borrowed~~as a decrease in payables to customers and securities loaned. ~~between~~These ~~the~~outflows ~~periods~~were partially offset ~~each~~by inflows from securities borrowed, receivables from customers, and other working capital adjustments.

For the year ended December 31, ~~2023~~2024, cash used in investing activities increased by $03.75 million compared to ~~2022~~2023, which was primarily driven by the ~~build out of~~acquisition ~~the~~of ~~Miami~~GE ~~office building~~ as well as ~~investment~~certain indevelopment projects related to our Retail Platform ~~and other technology initiatives~~ in ~~2023~~2024.

For the year ended December 31, ~~2023~~2024, we had a cash ~~flows~~outflow ~~provided~~of by$0.1 million from financing activities, ~~increased~~compared byto a net cash inflow of $1713.30 million ~~compared~~in ~~to 2022~~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 5 – Kakaopay Transaction for additional detail.

Siebert 2023 Form-10K 26

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. As part of this agreement, we received a one-time business development credit of $3 million, and NFS will pay us four annual credits of $100,000 over the term of the agreement. The amendment also provides for an early termination fee; however, as of December 31, ~~2023~~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.

Effective June 2023, MSCO entered into an amendment to its service agreement with Broadridge Securities Processing Solutions, LLC that, among other things, extends the term of their arrangement for a five-year period ending June 2028, with an option to terminate after three years. 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. In the normal course of business, our customer activities involve the execution, settlement, and financing of various customer securities transactions. These activities may expose us to off-balance sheet risk in the event the customer or other broker is unable to fulfill their contracted obligations and we are forced to purchase or sell the financial instrument underlying the contract at a loss. There were no material losses for unsettled customer transactions for the years ended December 31, ~~2023~~2024 and ~~2022~~2023. Refer to Note 2019 – Financial Instruments with Off-Balance Sheet Risk for additional detail.

~~Transaction~~Uncertain ~~with~~Tax ~~J2 Financial Technology~~ Positions

OnWe account for uncertain tax positions in accordance with the authoritative ~~January~~guidance ~~18,~~issued ~~2024,~~under ~~Siebert~~FASB ~~Technologies~~ASC Subtopic 740-10, ~~LLC~~which ~~(“STCH”)~~addresses ~~entered~~the ~~into~~determination of whether tax benefits claimed or expected to be claimed on a ~~Purchase~~tax ~~Agreement~~return (should be recorded in the ~~“Purchase~~consolidated ~~Agreement”)~~financial statements. We may recognize the tax benefit from an uncertain tax position ~~with~~only J2if ~~Financial~~it ~~Technology,~~is ~~Inc~~more likely than not that the tax position will be sustained on examination by the taxing authorities based on the technical merits of the position., ~~d/b/a~~The ~~“Guild”,~~tax benefits recognized in the consolidated financial statements from such position should be measured based on the largest benefit that has a ~~Delaware~~greater ~~corporation~~than fifty percent likelihood of being realized upon ultimate settlement. FASB ASC Subtopic 740-10 also provides guidance on derecognition, classification, interest and penalties, accounting in interim periods and disclosure requirements

~~Under the~~We ~~Purchase~~recognize ~~Agreement,~~interest ~~STCH~~and penalties ~~purchased~~related ato ~~mobile~~unrecognized ~~self-directed~~tax ~~trading~~benefits ~~app~~on ~~for~~ the ~~total~~provision ~~purchase~~for ~~price~~income oftaxes ~~$385,000.~~line ~~The~~in ~~purchase~~the ~~price consisted~~statements of ~~200,000~~operations. ~~restricted~~Accrued ~~shares~~interest and ofpenalties ~~our~~would ~~common~~be ~~stock~~included ~~(priced~~on at the ~~historical~~related ~~30-day~~tax ~~moving~~liability ~~average~~line asin ofthe ~~January~~statements ~~18,~~of ~~2024)~~financial ~~worth approximately $350,000 and $35,000 cash~~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.

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. The estimates relate primarily to expense items in the normal course of business as to which we receive no confirmations, invoices, or other documentation, at the time the books are closed for a period. We use our best judgment, based on our knowledge of expenses incurred, to estimate the amount of such expenses. We are not aware of any material differences between the estimates used in closing our books for the periods presented and the actual amounts of expenses incurred when we subsequently receive the actual confirmations, invoices or other documentation.

Our consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”). The preparation of our consolidated financial statements requires us to make judgments and estimates that may have a significant impact on our financial results. We believe that the critical accounting policies listed below are particularly subject to management’s judgments and estimates and could materially affect our results of operations and financial position. Refer to Note 2 – Summary of Significant Accounting Policies for additional detail on our significant accounting policies.

Estimates of effective income tax rates, uncertain tax positions, deferred income taxes and related valuation allowances

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

~~Siebert 2023 Form-10K 27~~30

We recognize deferred tax assets to the extent that we believe that these assets are more likely than not to be realized. In making such a determination, we consider all available positive and negative evidence, including future reversals of existing taxable temporary differences, projected future taxable income, tax-planning strategies, and results of recent operations. If we determine that we would be able to realize deferred taxes in the future in excess of their net recorded amount, we would make an adjustment to the deferred tax asset valuation allowance, which would reduce the provision for income taxes.

We record uncertain tax positions in accordance with FASB ASC Topic 740 – “Improvements to Income Tax Disclosures” (“Topic 740”) on the basis of a two-step process in which (1) we determine whether it is more likely than not that the tax positions will be sustained on the basis of the technical merits of the position and (2) for those tax positions that meet the more-likely-than-not recognition threshold we recognize the largest amount of tax benefit that is more than 50 percent likely to be realized upon ultimate settlement with the related tax authority.

We recognize interest and penalties related to unrecognized tax benefits on the provision for income taxes line onin the consolidated statements of operations. Accrued interest and penalties would be included on the related tax liability line onin the consolidated statements of financial condition.

~~Goodwill~~Disregarded entities and ~~other~~income ~~intangible~~tax ~~assets~~treatment

~~Goodwill~~Starting in 2024, both MSCO isand ~~recognized~~SNXT are single member limited liability companies that will be treated as adisregarded ~~result~~entities offor ~~business~~tax ~~combinations~~purposes. As such, both MSCO and ~~represents~~SNXT will no longer be subject to direct taxation and will be disregarded by the ~~excess~~relevant oftax authorities. The guidance in Accounting Standards Update 2019-12, Income Taxes (Topic 740): Simplifying the ~~purchase~~Accounting ~~price~~for ~~over~~Income Taxes specifies that an entity is not required to allocate income tax provision to a legal entity that is both not subject to tax and disregarded by the ~~fair~~taxing ~~value~~authority, ofbut ~~net~~an ~~tangible~~entity ~~assets~~may elect to do so. MSCO and ~~identifiable~~SNXT ~~intangible~~are ~~assets~~not ~~acquired~~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.

~~The valuation~~Recent ofAccounting goodwill and acquired intangible assets requires significant judgment and estimates by management. For example, the valuation of certain intangible assets required management’s estimates of future earnings and cash flows as well as judgment in determining market approaches. The useful life of the finite lived intangible assets was determined based on management’s estimate of the period over which those intangible assets were expected to provide economic benefit. Management applies judgment in conducting impairment testing for goodwill and intangible assets, including estimates of fair value based on the income or market approach and estimates required to determine the useful lives of finite lived intangible assets.Pronouncements

WeRefer ~~test~~to ~~goodwill~~Note ~~and~~2 ~~all~~– Summary ~~intangible assets for impairment whenever events or changes in circumstances indicate that the carrying amount may not be recoverable, or at least annually. If our estimates~~ of ~~fair~~Significant ~~value~~Accounting ~~change~~Policies ~~due~~for toinformation ~~future~~regarding ~~events~~new ~~differing significantly from the~~Accounting ~~forecasts~~Standards ~~used~~Updates to(“ASU”s) ~~determine~~issued ~~fair~~by ~~value or there are changes in our business or other factors, we will assess~~ the ~~amount of impairment and recognize it in our consolidated financial statements during that reporting period~~FASB.

We also evaluate the useful life of finite lived intangible assets on an annual basis to determine if events or trends warrant a change in estimate of the useful life. Changes in the estimated useful lives of finite lived intangible assets could result in the recognition of an impairment or a change in the remaining life of these assets.

We have concluded that as of December 31, 2023 and 2022, there has been no impairment to the carrying value of Siebert’s goodwill; however, there has been an impairment to the carrying value of our investment in the Trading Technology Provider and our equity method investment in Tigress for the years ended December 31, 2023 and 2022, which is included in line item “Impairment of investments” on the consolidated statements of operations.

Refer to Note 2 – Summary of Significant Accounting Policies, Note 3 – Transactions with Tigress and Hedge Connection, and Note 13 – Investments, Cost for additional detail.

Siebert 2023 Form-10K 28

Accruals for contingent liabilities

Accruals for contingent liabilities related to legal and regulatory claims as well as employee healthcare expenses under our self-insured plan reflect an estimate of probable losses. In making such estimates for legal and regulatory claims, we consider many factors, including the progress of the matter, prior experience and the experience of others in similar matters, available defenses, insurance coverage, indemnification provisions and the advice of legal counsel and other experts. In making such estimates for employee healthcare expenses, we consider many factors, including trends of our health insurance expenses and our insurance reserve limits. We believe that our present insurance coverage and reserves are sufficient to cover currently estimated exposures, but there can be no assurance that we will not incur liabilities in excess of recorded reserves or in excess of our insurance limits. Significant judgment is required in making these estimates, and the actual cost may be materially different than the estimated costs. Refer to Note 21 – Commitments, Contingencies and Other for additional detail.

New Accounting Standards

In December 2023, the Financial Accounting Standards Board (“FASB”) issued ASU 2023-09, “Improvements to Income Tax Disclosures” (“ASU 2023-09”). The ASU is intended to enhance the transparency and decision usefulness of income tax disclosures. The amendments in the ASU address investor requests for enhanced income tax information primarily through changes to the rate reconciliation and income taxes paid information. ASU 2023-09 will be effective for us for annual periods beginning after December 15, 2024, though early adoption is permitted. We are still evaluating the presentational effect that ASU 2023-09 will have on our consolidated financial statements, but we expect considerable changes to our income tax footnote.

Refer to Note 2 – Summary of Significant Accounting Policies for additional information regarding new Accounting Standards Updates (“ASU”s) issued by the Financial Accounting Standards Board (“FASB”).

ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

Financial Instruments Held For Trading Purposes

We do not directly engage in derivative transactions, have no interest in any special purpose entity and have no liabilities, contingent or otherwise, for the debt of another entity.

Financial Instruments Held For Purposes Other Than Trading

We generally invest our cash and cash equivalents temporarily in dollar denominated bank account(s). These investments are not subject to material changes in value due to interest rate movements.

We invest cash and securities segregated for regulatory purposes in dollar denominated bank accounts which are not subject to material changes in value due to interest rate movements. We also invest cash and securities segregated for regulatory purposes and securities owned, at fair value in U.S. government securities which may be subject to material changes in value due to interest rate movements. Securities owned, at fair value invested in U.S. government securities are generally purchased to enhance yields on required regulatory deposits. While the value of the U.S. government securities may be subject to material changes in value, we believe any reduction in value would be temporary since the securities would mature at par value.

Customer transactions are cleared through clearing brokers on a fully disclosed basis and are also self-cleared by MSCO. If customers do not fulfill their contractual obligations, any loss incurred in connection with the purchase or sale of securities at prevailing market prices to satisfy customer obligations may be incurred by Siebert. We regularly monitor the activity in customer accounts for compliance with margin requirements. We 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.

~~Siebert~~See “Item ~~2023~~7 ~~Form~~– Management’s Discussions and Analysis of Financial Condition and Results of Operations -~~10K 29~~ Trends and Key Factors Affecting our Operations” of this Report for our quantitative and qualitative disclosures about market risk.

ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

INDEX TO CONSOLIDATED FINANCIAL STATEMENTS

SIEBERT FINANCIAL CORP.

	Page
Report of Independent Registered Public Accounting Firm (PCAOB ID 23)	31
Report of Independent Registered Public Accounting Firm (PCAOB ID 173)	F-2
Consolidated Statements of Financial Condition as of December 31, 2023 and 2022	32
Consolidated Statements of Financial Condition as of December 31, 2024 and 2023	F-4
Consolidated Statements of Operations for each of the years in the two-year period ended December 31, 2023	33
Consolidated Statements of Operations for each of the years in the two-year period ended December 31, 2024	F-5
Consolidated Statements of Changes in Stockholders’ Equity for each of the years in the two-year period ended December 31, 2023	34
Consolidated Statements of Changes in Stockholders’ Equity for each of the years in the two-year period ended December 31, 2024	F-6
Consolidated Statements of Cash Flows for each of the years in the two-year period ended December 31, 2023	35
Consolidated Statements of Cash Flows for each of the years in the two-year period ended December 31, 2024	F-7
Notes to Consolidated Financial Statements	36F-8

~~Siebert 2023 Form~~F-~~10K 30~~1

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM (PCAOB ID 173)

~~To the~~ Shareholders and the Board of Directors of ~~Siebert Financial Corp.:~~

Siebert Financial Corp. and Subsidiaries

Miami, Florida

Opinion on the Financial Statements

We have audited the accompanying consolidated ~~statements~~statement of financial condition of Siebert Financial Corp. and Subsidiaries (the "Company") as of December 31, ~~2023 and 2022~~2024, the related ~~consolidated~~ consolidated statements of operations, changes in stockholders’ equity, and cash flows for the ~~years~~period then ended, and the related notes (collectively referred to as the ~~consolidated~~ "financial statements"). In our opinion, the ~~consolidated~~ financial statements present fairly, in all material respects, the financial position of the Company as of December 31, ~~2023 and 2022~~2024, and the results of its operations and its cash flows for the ~~years~~year then ended, in conformity with accounting principles generally accepted in the United States of America.

Basis for Opinion

These ~~consolidated~~ financial statements are the ~~responsibility~~ responsibility of the Company’'s management. Our responsibility is to express an opinion on the Company’'s ~~consolidated~~ financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) ("PCAOB") and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the ~~consolidated~~ financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we ~~engaged~~ engaged to perform, an audit of its internal control over financial reporting. As part of our audits we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Company’'s internal control over financial reporting. Accordingly, we express no such opinion.

Our audits included performing procedures to assess the risks of material misstatement of the ~~consolidated~~ financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the ~~consolidated~~ financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the ~~consolidated~~ financial statements. We believe that our audits provide a reasonable basis for our opinion.

Critical Audit Matter

The critical audit matter communicated below is a matter arising from the current period audit of the ~~consolidated~~ financial statements that was communicated or required to be communicated to the audit committee and that: (1) relates to accounts or disclosures that are material to the ~~consolidated~~ financial statements and (2) involved our especially challenging, subjective, or complex judgments. The communication of the critical audit ~~matters~~matter does not alter in any way our opinion on the ~~consolidated~~ financial statements, taken as a whole, and we are not, by communicating the critical audit matter below, providing a separate ~~opinions~~ opinion on the critical audit matter or on the accounts or disclosures to which it relates.

F-2

Revenue Recognition

As described in Note 2 ~~and Note 17~~ to the consolidated ~~financial~~ financial statements, the Company recognizes revenue from the following types of services: ~~commissions~~Commissions and ~~fees~~Fees; ~~principal~~Principal ~~transactions~~ Transactions and ~~proprietary trading~~Proprietary Trading; ~~market~~Market ~~making~~Making; ~~stock~~Stock ~~borrow~~Borrow and ~~stock~~Stock ~~loan~~Loan; ~~advisory~~Advisory ~~fees~~Services; ~~interest~~Interest, ~~marketing,~~Marketing and ~~distribution~~Distribution ~~fees~~Fees; and ~~other~~Other Income. Some ~~income~~of the revenue streams are related to revenues from contracts with customers, which falls under the scope of the accounting standard for revenue from contracts with customers (ASC 606) while certain revenue streams are generated from financial instruments and are not in the scope of ASC 606.

The principal considerations for our ~~determination~~ determination that revenue recognition is a critical audit matter are ~~(i)~~the complexities and challenges related to auditing the significant number of revenue streams ~~and~~with ~~(ii)~~different applications of revenue recognition, the automated processes to record revenue involving multiple information systems, and the significant volume of information used in the calculation of each revenue stream supported by automated systems to process and record these transactions. ~~This~~As ~~required~~previously andisclosed ~~increased~~by ~~extent~~management, there was a material weakness identified over the Company's Information Technology General Controls (ITGCs) that are used to process the high volume of revenue transactions that existed during the year. These factors resulted in a high level of audit effort ~~when~~required and involvement of professionals with expertise in information technology (IT) ~~performing~~necessary ~~audit~~for ~~procedures~~us to identify, test, and evaluate the Company’s systems and automated controls.

How We Addressed the Matter in Our Audit

Addressing the matter involved performing procedures and evaluating audit evidence in connection with forming our overall opinion on the consolidated financial statements. These procedures included:

●Performing ~~Reviewed~~substantive ~~management’s~~test ~~revenue~~of ~~recognition~~details ~~policies~~over ~~and~~all relevant ~~related~~assertions ~~contracts.~~for revenue streams which included:

●o ~~Performed~~Evaluating ~~substantive~~management’s ~~tests~~revenue ofrecognition ~~details~~policies for acompliance ~~sample~~with ofASC ~~transactions~~606 for ~~each~~contracts ~~material~~with ~~revenue stream~~customers.

●o AsEvaluating ~~a result of the Company’~~management's ~~material~~revenue ~~weakness~~recognition ~~related~~policies tofor ~~Information~~compliance ~~Technology~~with ~~General~~relevant ~~Controls~~accounting ~~(ITGCs),~~standards we increased the extent of substantive tests of details we would have otherwise made if the Company’s controls were designed and operating effectively. In addition, we utilized original source documents for ~~audit~~revenue ~~evidence, rather than system reports or other information generated by the Company’s information technology (IT) systems. For any reports obtained~~ from ~~the~~financial ~~IT systems, the engagement team designed specific audit procedures to substantively test the completeness and accuracy of such reports~~instruments.

~~/s/~~o ~~Baker~~Performing ~~Tilly~~transaction ~~US,~~testing ~~LLP~~by agreeing amounts recognized to contractual agreements and testing the mathematical accuracy of the recorded revenue.

Weo ~~have~~Confirming ~~served~~related asaccounts ~~the~~receivable ~~Company’s~~balances ~~auditor~~directly ~~since 2017~~with counterparties and vouched cash collection.

Testing the fair values for applicable revenue lines including the fair value of underlying instruments utilized in the recognition of revenue.

Testing the completeness of revenue recognized within the period through performing cut-off procedures around period-end.

Testing completeness and accuracy of reports utilized in our audit procedures.

/s/ Crowe LLP

We have served as the Company's auditor since 2024.

New York, New York

~~May~~March 1028, ~~2024~~2025

~~Siebert 2023 Form~~F-~~10K 31~~3

SIEBERT FINANCIAL CORP. & SUBSIDIARIES

CONSOLIDATED STATEMENTS OF FINANCIAL CONDITION

	December 31, 2023			December 31, 2022
	December 31,
	2024			2023
ASSETS
Current assets
Cash and cash equivalents	$	532,~~735~~629,000		$	235,~~672~~735,000
Cash and securities segregated for regulatory purposes; (Cash of $158.8 million, securities with a fair value of $115.5 million as of December 31, 2023; Cash of $135.2 million, securities with a fair value of $141.0 million as of December 31, 2022)		274,317,000			276,166,000
Cash and securities segregated for regulatory purposes; (Cash of $135.8 million, securities with a fair value of $68.8 million as of December 31, 2024; Cash of $158.8 million, securities with a fair value of $115.5 million as of December 31, 2023)		204,587,000			274,317,000
Receivables from customers		7284,~~823~~367,000			5272,~~057~~823,000
Receivables from broker-dealers and clearing organizations		3,~~863~~920,000			93,~~094~~863,000
Receivables from non-customers		~~241~~607,000			~~100~~241,000
Other receivables		2,~~424~~744,000			2,~~119~~424,000
Prepaid expenses and other assets		12,~~700~~257,000			21,~~055~~700,000
Securities borrowed		~~394~~139,~~709~~040,000			~~336~~394,~~909~~709,000
Securities owned, at fair value		1821,~~038~~385,000			318,~~204~~038,000
Total Current assets		~~773~~491,~~850~~536,000			~~705~~773,~~376~~850,000
Deposits with broker-dealers and clearing organizations		74,~~885~~227,000			17,~~311~~885,000
Property, office facilities, and equipment, net		910,~~404~~245,000			89,~~328~~404,000
Software, net		14,~~432~~836,000			~~991~~1,432,000
Lease right-of-use assets		2,736,000			2,222,000
Intangible assets, net		697,000			—
Equity method investment in related party		—			2,584,000
Lease right-of-use assets		2,390,000			2,736,000
Investments, cost		—			850,000
Deferred tax assets		3,418,000			4,504,000
Deferred tax assets		4,504,000			4,397,000
Goodwill		2,319,000			1,989,000
Goodwill		1,989,000			1,989,000
Total Assets	$	519,668,000		$	801,800,000
Total Assets	$	801,800,000		$	728,048,000
LIABILITIES AND STOCKHOLDERS’ EQUITY
Liabilities
Current liabilities
Payables to customers	$	~~289~~227,~~777~~129,000		$	~~321~~289,~~391~~777,000
Payables to non-customers		~~713~~3,297,000			11713,~~506,~~000
Drafts payable		1,~~726~~331,000			21,~~384~~726,000
Payables to broker-dealers and clearing organizations		~~481~~444,000			~~660~~481,000
Accounts payable and accrued liabilities		35,~~639~~240,000			23,~~507~~639,000
Taxes payable		2,~~313~~183,000			12,~~052~~313,000
Securities loaned		~~419~~184,~~433~~962,000			~~327~~419,~~180~~433,000
Securities sold, not yet purchased, at fair value		226,000			2,000
Current portion of lease liabilities		~~759~~886,000			1759,~~158,~~000
Current portion of long-term debt		8488,000			184,~~073,~~000
Current portion of deferred contract incentive		~~808~~496,000			808,000
Current portion of contract termination liability		1,~~898~~748,000			—1,898,000
Total Current liabilities		~~721~~427,~~633~~830,000			~~669,~~721,633,000
Lease liabilities, less current portion		21,~~227~~787,000			12,~~245~~227,000
Long-term debt, less current portion		4,~~229~~140,000			54,~~974~~229,000
Deferred contract incentive, less current portion		~~438,000~~—			1438,~~188,~~000
Contract termination liability, less current portion		2819,~~564,~~000			—2,564,000
Total Liabilities		~~731~~434,~~091~~576,000			~~678~~731,~~128~~091,000
Commitments and Contingencies
Equity
Stockholders’ equity
Common stock, $.01 par value; 100,000,000 shares authorized; 40,580,936 shares issued and 39,580,936 shares outstanding as of December 31, 2023, respectively. 32,505,329 shares issued and outstanding as of December 31, 2022.		406,000			325,000
Common stock, $.01 par value; 100,000,000 shares authorized; 41,120,936 shares issued and 40,120,936 shares outstanding as of December 31, 2024, respectively. 40,580,936 shares issued and 39,580,936 shares outstanding as of December 31, 2023.		412,000			406,000
Treasury stock, at cost; 1,000,000 and 0 shares held as of December 31, 2023 and 2022, respectively.		(2,510,000	)		—
Treasury stock, at cost; 1,000,000 and 1,000,000 shares held as of December 31, 2024 and 2023, respectively.		(2,510,000	)		(2,510,000	)
Additional paid-in capital		4546,~~016~~090,000			2945,~~642~~016,000
Retained earnings		2640,~~808~~094,000			1826,~~982~~808,000
Total Stockholders’ equity		6984,~~720~~086,000			4869,~~949~~720,000
Noncontrolling interests		~~989~~1,006,000			~~971~~989,000
Total Equity		7085,~~709~~092,000			4970,~~920~~709,000
Total Liabilities and Equity	$	~~801~~519,~~800~~668,000		$	~~728~~801,~~048~~800,000

Numbers are rounded for presentation purposes. See notes to consolidated financial statements.

~~Siebert 2023 Form~~F-~~10K 32~~4

SIEBERT FINANCIAL CORP. & SUBSIDIARIES

CONSOLIDATED STATEMENTS OF OPERATIONS

	Year Ended December 31,
	2023			2022
	2024			2023
Revenue
Commissions and fees	$	79,~~541~~615,000		$	7,~~340~~276,000
Interest, marketing and distribution fees		2932,~~577~~407,000			1729,~~234~~577,000
Principal transactions and proprietary trading		1314,~~094~~616,000			313,~~743~~094,000
Market making		12,~~304~~255,000			21,~~443~~304,000
Stock borrow / stock loan		1619,~~172~~249,000			1416,~~518~~172,000
Advisory fees		12,~~928~~369,000			1,~~862~~928,000
Other income		13,~~898~~390,000			2,~~962~~163,000
Total Revenue		7183,~~514~~901,000			5071,~~102~~514,000
Expenses
Employee compensation and benefits		3143,~~936~~999,000			2831,~~734~~936,000
Clearing fees, including execution costs		1,~~672~~607,000			21,~~143~~672,000
Technology and communications		3,~~364~~940,000			43,~~471~~364,000
Other general and administrative		4,~~410~~488,000			4,~~010~~410,000
Data processing		3,~~236~~200,000			3,~~169~~236,000
Rent and occupancy		1,~~873~~631,000			1,~~955~~873,000
Professional fees		45,~~459~~578,000			34,~~202~~459,000
Depreciation and amortization		21,~~020~~380,000			~~995~~2,020,000
Interest expense		~~263~~262,000			~~440~~263,000
Advertising and promotion		~~155~~348,000			~~543~~155,000
Total Expenses		5366,~~388~~433,000			4953,~~662~~388,000
Operating income		1817,~~126~~468,000			~~440~~18,126,000
Earnings of equity method investment in related party		~~111,000~~—			4111,000
Impairment of investments		~~(1,035,000~~—	)		(41,~~015~~035,000	)
Loss on sale of equity method investment in related party		—			(719,000	)
Transaction termination costs		—			(5,943,000	)
Transaction termination costs		(5,943,000	)		—
Non-operating loss		—			(6,867,000	)
Non-operating loss		(6,867,000	)		(4,730,000	)
Income (loss) before provision for (benefit from) income taxes		17,468,000			11,259,000
Income (loss) before provision for (benefit from) income taxes		11,259,000			(4,290,000	)
Provision for (benefit from) income taxes		4,165,000			3,415,000
Provision for (benefit from) income taxes		3,415,000			(1,300,000	)
Net income (loss)		13,303,000			7,844,000
Net income (loss)		7,844,000			(2,990,000	)
Less net income (loss) attributable to noncontrolling interests		17,000			18,000
Less net income (loss) attributable to noncontrolling interests		18,000			(1,000,000	)
Net income (loss) available to common stockholders	$	13,286,000		$	7,826,000
Net income (loss) available to common stockholders	$	7,826,000		$	(1,990,000	)
Net income (loss) available to common stockholders per share of common stock
Basic and diluted	$	0.2133		$	(0.0621	)
Weighted average shares outstanding
Basic and diluted		3739,~~070~~951,~~366~~510			3237,~~408~~070,~~449~~366

Numbers are rounded for presentation purposes. See notes to consolidated financial statements.

~~Siebert 2023 Form~~F-~~10K 33~~5

SIEBERT FINANCIAL CORP. & SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS’ EQUITY

	Common Stock						Treasury Stock
	Number of Shares Issued			$.01 Par Value			Number of Shares			Amount			Additional Paid-In Capital			Retained Earnings			Total Stockholders’ Equity			Noncontrolling ~~Interests~~Interest			Total Equity
Balance – January 1, 2022		32,403,235		$	324,000			—		$	—		$	27,967,000		$	20,972,000		$	49,263,000		$	1,243,000		$	50,506,000
Balance – January 1, 2023		32,505,329		$	325,000			—		$	—		$	29,642,000		$	18,982,000		$	48,949,000		$	971,000		$	49,920,000
Issuance and transfers of RISE membership interests		—			—			—			—			1,573,000			—			1,573,000			1,841,000			3,414,000
Termination of agreement with technology vendor		—			—			193,906			(293,000	)		—			—			(293,000	)		—			(293,000	)
Cancellation of treasury stock		(193,906	)		(2,000	)		(193,906	)		293,000			(291,000	)		—			—			—			—
Sales of equity method investments in related parties		—			—			—			—			(65,000	)		—			(65,000	)		(1,113,000	)		(1,178,000	)
Share-based compensation		296,000			3,000			—			—			458,000			—			461,000			—			461,000
Net (loss)		—			—			—			—			—			(1,990,000	)		(1,990,000	)		(1,000,000	)		(2,990,000	)
Balance – December 31, 2022		32,505,329		$	325,000			—		$	—		$	29,642,000		$	18,982,000		$	48,949,000		$	971,000		$	49,920,000
Kakaopay transaction, net of issuance cost		8,075,607			81,000			—			—			14,814,000			—			14,895,000			—			14,895,000
Non-cash consideration due to Kakaopay transaction		—			—			—			—			560,000			—			560,000			—			560,000
Reacquisition of shares outstanding		—			—			1,000,000			(2,510,000	)		—			—			(2,510,000	)		—			(2,510,000	)
Net income		—			—			—			—			—			7,826,000			7,826,000			18,000			7,844,000
Balance – December 31, 2023		40,580,936		$	406,000			1,000,000		$	(2,510,000	)	$	45,016,000		$	26,808,000		$	69,720,000		$	989,000		$	70,709,000
Transaction with J2 Financial		200,000			2,000			—			—			348,000			—			350,000			—			350,000
Share-based compensation		340,000			4,000			—			—			726,000			—			730,000			—			730,000
Net income		—			—			—			—			—			13,286,000			13,286,000			17,000			13,303,000
Balance – December 31, 2024		41,120,936		$	412,000			1,000,000		$	(2,510,000	)	$	46,090,000		$	40,094,000		$	84,086,000		$	1,006,000		$	85,092,000

Numbers are rounded for presentation purposes. See notes to consolidated financial statements.

~~Siebert 2023 Form~~F-~~10K 34~~6

SIEBERT FINANCIAL CORP. & SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS

	Year Ended December 31,
	Years Ended December 31,
	2023			2022
	2024			2023
Cash Flows From Operating Activities
Cash Flows from Operating Activities
Net income (loss)	$	713,~~844~~303,000		$	(27,~~990~~844,000	)
Adjustments to reconcile net income (loss) to net cash (used in) operating activities:
Deferred income tax benefit		(107,000	)		(655,000	)
Deferred income tax expense		1,086,000			(107,000	)
Depreciation and amortization		21,~~020~~380,000			~~995~~2,020,000
Earnings of equity method investment in related party		(111,000	)		(4,000	)
Share-based compensation		460,000			—
Impairment of investments		1,035,000			4,015,000
Interest related to contract termination liability payment		102,000			—
Transaction termination costs - Kakaopay fee		4,462,000			—
Earnings of equity method investment in related party		—			(111,000	)
Loss on sale of equity method investment in related party		—			719,000
Impairment of investments		—			1,035,000
Share-based compensation		—			461,000
Transaction termination costs - Kakaopay fee		—			4,462,000
Changes in
Receivables from customers		(20,766,000	)		33,270,000
Securities segregated for regulatory purposes		46,757,000			25,463,000
Receivables from non-customers		(141,000	)		(19,000	)
Receivables from customers		(11,544,000	)		(20,766,000	)
Receivables from and deposits with broker-dealers and clearing organizations		(1,343,000	)		3,321,000
Receivables from non-customers		(366,000	)		(141,000	)
Securities borrowed		(57,800,000	)		602,609,000
Receivables from and deposits with broker-dealers and clearing organizations		3,601,000			(1,343,000	)
Securities owned, at fair value		(14,834,000	)		787,000
Securities borrowed		255,669,000			(57,800,000	)
Prepaid expenses and other assets		(269,000	)		(335,000	)
Securities owned, at fair value		(3,347,000	)		(14,834,000	)
Prepaid service contract		—			711,000
Prepaid expenses and other assets		(862,000	)		(269,000	)
Payables to customers		(3162,~~614~~648,000	)		(5531,~~279~~614,000	)
Payables to non-customers		~~(10~~2,~~793~~584,000	)		(510,~~924~~793,000	)
Drafts payable		(~~658~~395,000	)		~~580~~(658,000	)
Payables to broker-dealers and clearing organizations		(~~179~~37,000	)		~~406~~(179,000	)
Accounts payable and accrued liabilities		1,~~132~~601,000			(1,~~170~~132,000	)
Securities loaned		92(234,~~253~~471,000	)		~~(604~~92,~~555~~253,000	)
Securities sold, not yet purchased, at fair value		—24,000			~~(22,000~~—	)
Net lease liabilities		6933,000			~~(90~~69,000	)
Taxes payable		1(130,~~261,~~000	)		~~(696~~1,261,000	)
Deferred contract incentive		(750,000	)		(750,000	)
Retail Platform implementation		(978,000	)		—
Contract termination payment		(1,997,000	)		—
Net cash used in operating activities		(30,267,000	)		(24,615,000	)
Technology platform integration		—			(978,000	)
Cash Flows From Investing Activities
Net cash used in operating activities		10,053,000			(4,804,000	)
Distribution from equity method investment in related party		—			259,000
Cash Flows from Investing Activities
Purchase of office facilities and equipment		(~~352~~223,000	)		(~~284~~223,000	)
Build out of property		(1,313,000	)		(985,000	)
Purchase of software		(3,234,000	)		(894,000	)
Purchase of software		(894,000	)		(830,000	)
Additions to property, office facilities, and equipment		(1,432,000	)		(1,442,000	)
Net cash used in investing activities		(2,559,000	)		(1,840,000	)
Transaction with J2 Financial		(35,000	)		—
Cash Flows From Financing Activities
Cash paid for GE acquisition, net of cash acquired		(1,123,000	)		—
Issuance of RISE membership interests		—			600,000
Net cash used in investing activities		(6,047,000	)		(2,559,000	)
Transfers of RISE membership interests		—			240,000
Cash Flows from Financing Activities
Kakaopay issuance cost		~~(1,589,000~~—	)		—(1,589,000	)
Shares issued for Kakaopay transaction		~~17,363,000~~—			—17,363,000
Repayments of notes payable – related party		—			(4,470,000	)
Repayments of long-term debt		(85,000	)		(2,734,000	)
Repayments of long-term debt		(2,734,000	)		(661,000	)
Net cash provided by (used in) financing activities		(85,000	)		13,040,000
Net cash provided by (used in) financing activities		13,040,000			(4,291,000	)
Net change in cash and cash equivalents, and cash segregated for regulatory purposes		3,921,000			5,677,000
Net change in cash and cash equivalents, and cash and securities segregated for regulatory purposes		(19,786,000	)		(30,746,000	)
Cash and cash equivalents, and cash segregated for regulatory purposes - beginning of year		164,537,000			158,860,000
Cash and cash equivalents, and cash and securities segregated for regulatory purposes - beginning of year		299,838,000			330,584,000
Cash and cash equivalents, and cash segregated for regulatory purposes - end of year	$	168,458,000		$	164,537,000
Cash and cash equivalents, and cash and securities segregated for regulatory purposes - end of year	$	280,052,000		$	299,838,000
Reconciliation of cash, cash equivalents, and cash and securities segregated for regulatory purposes
Cash and cash equivalents - end of year	$	532,~~735~~629,000		$	235,~~672~~735,000
Cash and securities segregated for regulatory purposes - end of year		274,317,000			276,166,000
Cash segregated for regulatory purposes - end of year		135,829,000			158,802,000
Cash and cash equivalents, and cash and securities segregated for regulatory purposes - end of year	$	280,052,000		$	299,838,000
Cash and cash equivalents, and cash segregated for regulatory purposes - end of year	$	168,458,000		$	164,537,000
Supplemental cash flow information
Cash paid during the year for income taxes	$	23,~~260~~210,000		$	592,260,000
Cash paid during the year for interest	$	~~263~~160,000		$	~~440~~263,000
Non-cash investing and financing activities
Treasury stock (1)	$	(2,510,000	)	$	—
Kakaopay issuance cost (1)	$	—		$	(318,000	)
Kakaopay issuance cost (2)	$	(318,000	)	$	—
Transaction with J2 Financial (2)	$	350,000		$	—
Non-cash consideration due to Kakaopay transaction (2)	$	(560,000	)	$	—
Share-based compensation (3)	$	270,000		$	—
Non-cash consideration due to Kakaopay transaction (2)	$	560,000		$	—
Treasury stock (4)	$	—		$	(2,510,000	)
Transfers of RISE membership interests (3)	$	—		$	2,880,000
Non-cash consideration due to Kakaopay transaction(1)	$	—		$	(560,000	)
Termination of agreement with technology vendor (4)	$	—		$	(293,000	)
Non-cash consideration due to Kakaopay transaction(1)	$	—		$	560,000
Net membership interests of RISE from transactions with Hedge Connection (1)	$	—		$	256,000
Net membership interests exchange between Tigress and RISE (1)	$	—		$	(93,000	)
Forgiveness of notes payable from Hedge Connection (1)	$	—		$	250,000

(1)	Refer to Note 3 – Transactions with Tigress and Hedge Connection and Note 12 – Equity Method Investment in Related Party for further detail.
(2)	Refer to Note 5 – Kakaopay Transaction for further detail.
(3)	Refer to Note 4 – RISE for further detail.
(4)	Refer to Note 7 – Prepaid Service Contract for further detail.

Numbers are rounded for presentation purposes. See notes to consolidated financial statements.

~~Siebert~~(1) ~~2023~~Refer ~~Form-10K 35~~to Note 6 – Kakaopay Transaction for further detail

⁽²⁾

Refer to Note 10 – Software, net for further detail

⁽³⁾

Refer to Note 23 – Employee Benefit Plans for further detail

⁽⁴⁾

Refer to Note 4 – Transaction with Tigress for further detail

F-7

SIEBERT FINANCIAL CORP. & SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

1. Organization

Overview

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

●

Muriel Siebert & Co., Inc. (“MSCO”) provides retail brokerage services. MSCO is a Delaware corporation and broker-dealer registered with the SEC under the Exchange Act and the Commodity Exchange Act of 1936, and member of FINRA, NYSE, SIPC, Euroclear, NFA, and CFTC.

● Siebert AdvisorNXT, Inc. (“SNXT”) provides investment advisory services. SNXT is a New York corporation registered with the SEC as an RIA under the ~~Investment~~ Advisers Act ~~of 1940~~.

●

Park Wilshire Companies, Inc. (“PW”) provides insurance services. PW is a Texas corporation and licensed insurance agency.

●

Siebert Technologies, LLC (“STCH”) provides technology development. 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.

~~For purposes~~● ofGebbia ~~this Annual Report on Form 10-K~~Entertainment, ~~the~~LLC ~~terms~~ (“~~Siebert,~~GE”) ~~“Company,” “we,”~~is ~~“us,”~~a ~~and~~Florida ~~“our”~~limited ~~refer~~liability tocompany ~~Siebert Financial Corp., MSCO, SNXT, PW, STCH, RISE,~~ and ~~STXD~~provides ~~collectively, unless~~media ~~the~~entertainment ~~context otherwise requires~~services.

OnFor ~~January~~purposes 1,of ~~2024~~this Report, ~~MSCO~~the ~~changed~~terms ~~its name to Muriel~~ “Siebert,” &“Company,” ~~Co.~~“we,” ~~LLC~~“us,” and ~~SNXT~~“our” refer ~~changed its name~~ to Siebert ~~AdvisorNXT~~Financial Corp., ~~LLC~~MSCO, ~~with~~SNXT, ~~its tax~~PW, ~~status~~STCH, ~~changing~~RISE, ~~from~~STXD, aand ~~C-Corporation~~GE, tocollectively, aunless ~~Limited~~the ~~Liability~~context ~~Corporation.~~otherwise ~~Refer to Note 24 – Subsequent Events for further detail~~requires.

~~The~~Effective ~~Company~~January ~~is headquartered in Miami Beach~~1, FL2024, MSCO ~~with~~changed ~~primary~~its ~~operations~~name infrom ~~New~~Muriel ~~Jersey~~Siebert ~~and~~& ~~California~~Co., ~~The Company has 11 branch offices throughout the U~~Inc.S. ~~and~~to ~~clients around~~Muriel ~~the~~Siebert ~~world.~~& ~~The Company’s SEC filings are available through the Company’s website at www~~Co.~~siebert.com~~, ~~where~~LLC, ~~investors can~~and ~~obtain~~SNXT ~~copies~~changed ofits ~~the~~name ~~Company’s~~to ~~public~~from ~~filings~~Siebert AdvisorNXT, ~~free of charge~~Inc. ~~The~~to ~~Company’s~~Siebert ~~common stock~~AdvisorNXT, ~~par~~LLC ~~value~~with ~~$.01~~their ~~per~~tax ~~share,~~status ~~trades on~~changing ~~the~~from ~~Nasdaq~~C-Corporations ~~Capital~~to ~~Market~~LLCs under ~~the~~state ~~symbol “SIEB~~law.”

The Company ~~primarily~~is ~~operates~~headquartered in ~~the~~Miami ~~securities~~Beach, ~~brokerage~~FL, ~~and~~with ~~asset~~primary ~~management~~operations ~~industry~~in Florida, New York and California. The Company has no10 ~~other~~branch ~~reportable~~offices ~~segments~~throughout the U.S. and ~~All~~clients ofaround the world. The Company’s ~~revenues~~SEC ~~for~~filings are available through the Company’s website at www.siebert.com, where ~~years~~investors ~~ended~~can ~~December~~obtain 31copies of the Company’s public filings free of charge. The Company’s common stock, ~~2023~~par ~~and~~value ~~2022~~$.01 ~~were~~per share, ~~derived~~trades ~~from~~on ~~its~~the ~~operations~~Nasdaq inCapital Market under the Usymbol “SIEB.S.”

AsThe Company engages in a single line of ~~December~~business ~~31,~~as ~~2023~~a securities broker-dealer, ~~the~~providing ~~Company~~comprehensive isbrokerage ~~comprised~~services including custody and clearing of aretail ~~single~~accounts, insurance ~~operating~~and ~~segment~~advisory ~~based~~services, onprincipal ~~the~~transaction ~~factors~~and ~~related~~proprietary totrading, ~~management’s~~market ~~decision-~~making ~~framework~~, asand ~~well~~securities aslending. ~~management~~The ~~evaluating~~Company ~~performance~~currently has ~~and~~no ~~allocating~~other ~~resources~~reportable ~~based~~segments. onAll ~~assessments~~ of the Company’s revenues for the years ended December 31, 2024 and 2023 were derived from aits ~~consolidated~~operations ~~perspective~~in the U.S.

The Company has evaluated the impact of its recent acquisition of GE on its consolidated financial statements and has determined that the acquisition is immaterial. As of December 31, 2024, the Company operates as a single reportable segment based on the factors related to management’s decision-making framework as well as management evaluating performance and allocating resources based on assessments of the Company from a consolidated perspective. Management will continue to monitor the financial significance of the GE acquisition and may report additional segments in accordance with FASB ASC Topic 280 – “Improvements to Reportable Segment Disclosures” (“Topic 280”).

F-8

2. Summary of Significant Accounting Policies

Basis of Presentation

The accompanying consolidated financial statements are prepared on the accrual basis of accounting in conformity with U.S. GAAP as established by the FASB to ensure consistent reporting of financial condition. The consolidated financial statements include the accounts of Siebert and its wholly-owned and majority-owned subsidiaries. Upon consolidation, all intercompany balances and transactions are eliminated. The U.S. dollar is the functional currency of the Company and numbers are rounded for presentation purposes.

Siebert 2023 Form-10K 36

Reclassification

Certain ~~prior year~~ amounts ~~have~~ ~~been~~for ~~reclassified to conform to~~ the ~~presentation~~year ended ofDecember ~~the~~31, ~~current~~2024 ~~period.~~and ~~The Company reclassified $137~~2023,~~000~~ ~~related~~and ~~to a~~ certain ~~revenue stream~~cash ~~from~~flows ~~the~~within ~~line item “Commissions and fees” to “Other income” on~~ the ~~consolidated~~Investing ~~statements~~Activities ofsection ~~operations for~~have ~~the~~been ~~year~~reclassified ~~ended December 31, 2022~~ to conform to the presentation of the current period. The reclassification has not materially impacted the Company’s consolidated financial statements, and did not result in a change in total revenue, net income or cash flows from operations or investing activities for the periods presented.

Principles of Consolidation

The consolidated financial statements include the accounts of Siebert and ~~its~~all ~~wholly-owned~~other ~~and~~entities ~~majority-owned~~in ~~consolidated~~which ~~subsidiaries.~~we ~~Upon~~have ~~consolidation,~~a ~~all intercompany~~controlling ~~balances~~financial ~~and~~interest. ~~transactions~~The ~~are~~Company ~~eliminated.~~determines whether ~~For~~it ~~the~~has ~~period~~controlling offinancial ~~March~~interest ~~31,~~in ~~2022~~an toentity ~~October~~by ~~18,~~first ~~2022,~~evaluating whether the ~~Company~~entity ~~determined~~is ~~that RISE was~~ a ~~VIE~~voting ~~for~~interest ~~which~~entity ~~the~~(“VOE”) or ~~Company~~a ~~was~~variable ~~the~~interest ~~primary~~entity ~~beneficiary~~(“VIE”). AsUpon ~~discussed~~consolidation, inall ~~more~~intercompany ~~detail~~balances inand ~~Note~~transactions 4are –eliminated. ~~RISE, as of October 18,~~The ~~2022, the~~ Company’s ownership in RISE ~~increased~~was to 68% ~~and~~as ~~has~~of ~~not~~both ~~changed through~~ December 31, ~~2023;~~2024 ~~therefore,~~and ~~the~~2023. ~~Company~~Refer ~~continues~~ to ~~consolidate~~Note ~~RISE~~5 ~~under~~– ~~the~~RISE ~~voting~~for ~~interest~~more ~~model (“VOE model”)~~information.

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

For investments in entities in which the Company does not have a controlling financial interest but has significant influence over its operating and financial decisions, the Company applies the equity method of accounting with net income and losses recorded in earnings of equity method investment in related party.

Voting Interest Entities

The Company evaluates whether an entity qualifies as a VOE and determines the appropriateness of consolidation on a quarterly basis. The Company consolidates a VOE when it holds a majority voting interest, directly or indirectly, and has the power to direct the activities of the entity that most significantly impact its economic performance. When assessing consolidation under the voting interest model, the Company considers all relevant facts and circumstances, including its ability to exercise control through voting rights and the extent of its ownership interest. If the Company determines it holds a controlling financial interest in the VOE, the entity is consolidated in the Company’s financial statements.

F-9

Variable Interest Entities

The Company evaluates whether an entity is a VIE and determines if the primary beneficiary status is appropriate on a quarterly basis. The Company consolidates a VIE for which it is the primary beneficiary. When assessing the determination of the primary beneficiary, the Company considers all relevant facts and circumstances, including factors such as the power to direct the activities of the VIE that most significantly impact its economic performance, the obligation to absorb the losses and/or the right to receive the expected returns of the VIE. If the Company determines that it is the primary beneficiary, the Company will consolidate the entity under the VIE model.

Segment Information

The Company operates and reports financial information in one operating segment, consistent with the way the Chief Operating Decision Maker (CODM) allocates resources and evaluates performance. Operating segments are ~~defined~~determined asbased ~~components~~on ofhow anmanagement ~~enterprise~~organizes the business for ~~which~~decision-making, ~~separate~~and the CODM regularly reviews the Company’s financial information isas ~~evaluated~~a ~~regularly~~whole. byThe ~~the~~Company ~~chief~~is ~~operating~~engaged ~~decision~~in ~~maker~~a insingle ~~deciding~~line ~~how~~of tobusiness ~~allocate~~as ~~resources~~a securities ~~and~~broker-dealer, ~~assess~~providing ~~performance. All~~various ~~the~~brokerage ~~Company’s~~services, ~~revenues~~including custody and ~~substantially~~clearing ~~all~~ of ~~the~~retail ~~Company’s~~accounts, ~~assets~~insurance ~~are~~and ~~attributed~~advisory services, toprincipal ortransaction ~~located~~and inproprietary ~~the~~trading, ~~United~~market ~~States~~making, and securities lending.

In accordance with Topic 280, the Company discloses significant expense categories that are regularly reviewed by the CODM. The CODM evaluates performance primarily based on net income and considers excess net capital as an operational metric in maintaining capital adequacy. Since the Company has identified a single reportable segment, segment disclosures align with the consolidated financial statements, and duplicative information has been referenced where applicable. All of the Company’s revenues and substantially all of its assets are attributed to or located in the United States.

Use of Estimates

The preparation of consolidated financial statements in conformity with U.S. GAAP requires the Company to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities as of the date of the consolidated financial statements and the reported amounts of expenses during the reporting period. Actual results could differ from those estimates.

~~These~~Accounting estimates relate primarily to expenses in the normal course of business as to which the Company receives no confirmations, invoices, or other documentation at the time the books are closed. The Company uses its best judgment, based on knowledge of these expenses incurred, to estimate the amount of such expenses. Actual results could differ from those estimates. The Company is not aware of any material differences between the estimates used in closing the Company’s books for ~~the periods presented and the actual amounts of expenses incurred when the Company subsequently receives the actual confirmations, invoices, or other documentation.~~Acquisitions

~~Estimates~~FASB ~~are~~ASC Topic 805 – “Accounting for Contract Assets and Contract Liabilities from Contracts with Customers” (“Topic 805”) is used for accounting in business ~~the~~acquisitions. Topic 805 requires that goodwill be recognized separately from assets acquired and liabilities assumed at their ~~allowance~~acquisition ~~for~~date ~~credit~~fair ~~losses~~values. Goodwill, ~~valuation~~as of ~~certain~~the ~~investments,~~date ~~depreciation~~of acquisition, ~~income~~is ~~taxes,~~determined ~~and~~as the ~~contingent~~excess ~~liabilities~~of ~~related~~the toconsideration ~~legal~~transferred net of the acquisition date fair values of assets acquired and ~~healthcare~~liabilities ~~expenses~~assumed. ~~The~~Fair ~~Company~~value ~~also~~ estimates at acquisition date may be assessed internally or externally using third parties. As part of the valuation ~~allowance~~and ~~for~~appraisal ~~its~~process, ~~deferred~~the ~~tax~~third-party appraiser prepares a report assigning estimated acquisition date fair values to assets ~~based~~and onliabilities. ~~the~~These ~~more~~fair ~~likely~~values ~~than~~estimations are subjective and require careful ~~not~~consideration ~~criteria~~and sound judgement. ~~The~~Management ~~Company~~reviews ~~believes~~the ~~that~~third-party ~~its~~reports ~~estimates~~for ~~are~~fairness ~~reasonable~~of the assigned values.

~~Siebert 2023 Form~~F-~~10K 37~~10

Fair Value

FASB ASC Topic 820 – “Disclosure Framework—Changes to the Disclosure Requirements for Fair Value Measurement” (“Topic 820”) defines fair value, establishes a framework for measuring fair value, and establishes a hierarchy of fair value inputs. Fair value is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. A fair value measurement assumes that the transaction to sell the asset or transfer the liability occurs in the principal market for the asset or liability or, in the absence of a principal market, the most advantageous market. Valuation ~~techniques~~ techniques that are consistent with the market, income, or cost approach, as specified by ~~ASC~~Topic 820, are used to measure fair value.

The fair value hierarchy prioritizes the inputs to valuation techniques used to measure fair value into three broad levels:

Level 1 - Quoted prices (unadjusted) in active markets for an identical asset or liability that the Company can assess at the measurement date.

Level 2 - Inputs other than quoted prices included within level 1 that are observable for the asset or liability, either directly or indirectly.

Level 3 - Unobservable inputs for the asset or liability.

The availability of observable inputs can vary from security to security and is affected by a variety of factors, such as the type of security, the liquidity of markets, and other characteristics particular to the security. To the extent that the valuation is based on models or inputs that are less observable or unobservable in the market, the determination of fair value requires more judgment. As such, the degree of judgment exercised in determining fair value is greatest for instruments categorized in level 3.

The inputs used to measure fair value may fall into different levels of the fair value hierarchy. In such cases, for disclosure purposes, the level in the fair value hierarchy within which the fair value measurement falls in its entirety is determined based on the lowest level input that is significant to the fair value measurement.

Fair value is a market-based measure considered from the perspective of a market participant rather than an entity-specific measure. Therefore, even when market assumptions are not readily available, the Company’s own assumptions are set to reflect those that the Company believes market participants would use in pricing the asset or liability at the measurement date.

A description of the valuation techniques applied to the Company’s major categories of assets and liabilities measured at fair value on a recurring basis is as follows:

~~U.S.~~Certificates ~~government~~of ~~securities~~deposit: ~~U.S.~~Certificates ~~government~~of ~~securities~~deposit are ~~valued~~included in investments which are recorded at fair value, which is determined based on estimates using ~~quoted~~observable market ~~prices~~inputs like current market rates for similar deposits with comparable maturities. When certificates of deposit are held directly with banking institutions and asissued ~~such,~~directly ~~valuation~~to ~~adjustments~~the Company, these are ~~not~~categorized within cash equivalents in level ~~applied.~~2 ~~Accordingly,~~of Uthe fair value hierarchy.S. ~~government~~When ~~securities~~certificates of deposit are ~~generally~~available for trading, they are categorized within securities owned, at fair value in level 12 of the fair value hierarchy.

Certificates of deposit: Certificates of deposit are included in investments which are recorded at fair value, which approximates cost. When certificates of deposits are held directly with banking institutions and issued directly to the Company, these are categorized within cash equivalents in level 2 of the fair value hierarchy. When certificates of deposits are available for trading, they are categorized within securities owned, at fair value in level 2 of the fair value hierarchy.

Corporate bonds: The fair value of corporate bonds is determined using recently executed transactions, market price quotations (when observable), bond spreads, or credit default swap spreads obtained from independent external parties such as vendors and brokers, adjusted for any basis difference between cash and derivative instruments. The spread data used is for the same maturity as the bond. If the spread data does not reference the issuer, then data that references a comparable issuer is used. When position-specific external price data is not observable, fair value is determined based on either benchmarking to similar instruments or cash flow models with yield curves, bond, or single-name credit default swap spreads and recovery rates as significant inputs. Corporate bonds are generally categorized in level 2 of the fair value hierarchy.

F-11

Equity securities: Equity securities are valued based on quoted prices from the exchange. To the extent these securities are actively traded, valuation adjustments are not applied, and they are categorized in level 1 of the fair value hierarchy. Securities quoted in inactive markets or with observable inputs are categorized into level 2. If there are no observable inputs or quoted prices, securities are categorized as level 3 assets in the fair value hierarchy. Level 3 assets are not actively traded and subjective estimates based on managements’ assumptions are utilized for valuation.

Siebert 2023 Form-10K 38

Municipal securities: Municipal securities are valued using recently executed transactions, market price quotations (when observable), bond spreads from independent external parties such as vendors and brokers, adjusted for any basis difference between cash and derivative instruments. The spread data used is for the same maturity as the bond. Municipal securities are generally categorized in level 2 of the fair value hierarchy.

Unit investment trusts (“UITs”): Units of UITs are carried at redemption value, which is the price at which the issuing company may choose to repurchase a security before its maturity date, which represents fair value. Units of UITs are categorized as level 2.

Options: Options are valued based on quoted prices from the exchange. To the extent these securities are actively traded, valuation adjustments are not applied, and they are categorized in level 1 of the fair value hierarchy. Securities quoted in inactive markets or with observable inputs are categorized into level 2. If there are no observable inputs or quoted prices, securities are categorized as level 3 assets in the fair value hierarchy. Level 3 assets are not actively traded and subjective estimates based on managements’ assumptions are utilized for valuation.

U.S. government securities: U.S. government securities are valued using quoted market prices and as such, valuation adjustments are not applied. Accordingly, U.S. government securities are generally categorized in level 1 of the fair value hierarchy.

Cash and Cash Equivalents

Cash and cash equivalents are all cash balances that are unrestricted. The Company has defined cash equivalents as highly liquid investments with original maturities of less than 90 days that are not held for sale in the ordinary course of business. As of December 31, ~~2023~~2024 and ~~2022~~2023, the Company did not hold any cash equivalents.

As of December 31, ~~2023~~2024 and ~~2022~~2023, the Company maintained its cash balances at various financial institutions. These balances are insured by the Federal Deposit Insurance Corporation (“FDIC”) up to $250,000 per institution. The Company is subject to credit risk to the extent that the financial institution with which it conducts business is unable to fulfill its contractual obligations and deposits exceed FDIC limits. ~~At certain times, cash balances may exceed FDIC insured limits.~~

Cash and Securities Segregated ~~For~~for Regulatory Purposes

MSCO is subject to Exchange Act Rule 15c3-3, referred to as the “Customer Protection Rule,” which requires segregation of funds in a special reserve account for the exclusive benefit of customers.

As of December 31, ~~2023~~2024, the Company had approximately $~~158~~135.8 million in cash ~~deposits~~segregated infor ~~special~~regulatory ~~reserve~~purposes ~~accounts~~ and $~~115~~68.58 million in qualified securities segregated for regulatory purposes. As of December 31, ~~2022~~2023, the Company had approximately $~~135~~158.28 million in cash ~~deposits~~segregated infor ~~special~~regulatory ~~reserve~~purposes ~~accounts~~ and $~~141~~115.05 million in qualified securities segregated for regulatory purposes. Cash and securities segregated for regulatory purposes are held in special reserve accounts for the benefit of customers for regulatory purposes.

~~Receivables~~Current ~~From~~Expected ~~and Payables~~Credit ~~To Customers~~Losses

The Company accounts for estimated credit losses on financial assets measured at an amortized cost basis and certain off-balance sheet credit exposures in accordance with FASB ASC Subtopic 326-20 – “Financial Instruments – Credit Losses” (“Subtopic 326-20”). Subtopic 326-20 requires the Company to estimate expected credit losses over the life of its financial assets and certain off-balance sheet exposures as of the reporting date based on relevant information about past events, current conditions, and reasonable and supportable forecasts.

The Company records the estimate of expected credit losses as an allowance for credit losses. For financial assets measured at an amortized cost basis the allowance for credit losses is reported as a valuation account in the statement of financial condition that adjusts the asset’s amortized cost basis. Changes in the allowance for credit losses if any are reported in credit loss expense.

F-12

Receivables from and Payables to Customers

Receivables from and payables to customers include amounts due and owed on cash and margin transactions. Receivables from customers include margin loans to securities brokerage clients and other trading receivables. Margin loans are collateralized by customer securities and are carried at the amount receivable, net of an allowance for credit losses. Collateral is required to be maintained at specified minimum levels at all times. The Company monitors margin levels and requires customers to provide additional collateral, or reduce margin positions, to meet minimum collateral requirements if the fair value of the collateral changes. The Company expects the borrowers will continually replenish the collateral as necessary because the Company subjects the borrowers to an internal qualification process to align investing objectives and risk tolerance in addition to monitoring customer activity. Receivables from and payables to customers amounts include any amounts received from interest on credit balances or paid on margin debit balances.

The Company elected the practical expedient for FASB ASC Topic 326 – “Financial Instruments – Credit Losses” (“Topic 326”) which permits it to compare the amortized cost basis of the loaned amount with the fair value of collateral received at the reporting date to measure the estimate of expected credit losses. The Company had no expectation of credit losses for its receivables from customers as of December 31, 2024 and 2023. Management actively monitors its exposure to credit risk through daily reviews of customer receivables and ~~2022~~all transactions are either fully collateralized or subject to credit risk management protocols, ensuring that no material unsecured or uncollateralized balances exist. Additionally, the Company has no historical material credit losses and has not incurred any material credit losses as of December 31, 2024 and 2023. Securities beneficially owned by customers, including those that collateralize margin or other similar transactions, are not reflected onin the consolidated statements of financial condition.

~~Siebert~~Receivables ~~2023~~from ~~Form~~and Payables to Non-~~10K 39~~Customers

Receivables From and Payables to Non-Customers

Receivables from and payables to non-customers include amounts due and owed on cash and margin transactions on non-customer accounts owned and controlled by principal officers and directors of MSCO. Receivables from non-customers include margin loans to securities brokerage clients and other trading receivables. Margin loans are collateralized by non-customer securities and are carried at the amount receivable, net of an allowance for credit losses. Collateral is required to be maintained at specified minimum levels at all times. The Company monitors margin levels and requires non-customers to provide additional collateral, or reduce margin positions, to meet minimum collateral requirements if the fair value of the collateral changes. The Company expects the borrowers will continually replenish the collateral as necessary because the Company subjects the borrowers to an internal qualification process to align investing objectives and risk tolerance in addition to monitoring non-customer activity. Receivables from and payables to non-customers amounts include any amounts received from interest on credit balances or paid on margin debit balances.

The Company elected the practical expedient for Topic 326 which permits it to compare the amortized cost basis of the loaned amount with the fair value of collateral received at the reporting date to measure the estimate of expected credit losses. The Company has no expectation of credit losses for its receivables from non-customers as of December 31, ~~2023~~2024 and ~~2022~~2023. Securities beneficially owned by non-customers, including those that collateralize margin or other similar transactions, are not reflected in the consolidated statements of financial condition.

Receivables ~~From~~from, Payables Toto, and Deposits ~~With~~with Broker-Dealers and Clearing Organizations

Receivables from and payables to broker-dealers and clearing organizations includes amounts receivables from or payables to MSCO and RISE clearing broker-dealers, fail-to-deliver and fail-to-receive items, and amounts receivable for unsettled regular-way transactions. Deposits with broker-dealers and clearing organizations include amounts held on deposit with broker-dealers and clearing organizations.

Amounts payables to broker-dealers and clearing organizations are offset against corresponding amounts receivables from broker-dealers and clearing organizations. Receivables from these broker-dealers and clearing organizations are subject to clearing agreements and include the net receivable from net monthly revenues as well as cash on deposit.

MSCO customer transactions for the years ended December 31, ~~2023~~2024 and ~~2022~~2023 were both self-cleared and cleared on a fully disclosed basis through NFS. RISE ~~customer~~maintained ~~transactions~~a ~~for~~fully ~~the~~disclosed ~~year~~clearing ~~ended~~agreement ~~December~~with ~~31,~~MSCO ~~2023~~for ~~were~~customer ~~cleared~~transactions onfor ~~fully disclosed basis through MSCO. For~~ the ~~year~~ years ended December 31, ~~2022~~2024 ~~were cleared on fully disclosed basis through GSCO~~ and 2023; ~~Pershing.~~however, ~~RISE~~there ~~did~~were ~~not~~no ~~have any~~ customer transactions ~~through MSCO~~related ~~for~~to ~~the~~this ~~years~~clearing ~~ended~~agreement ~~December~~during ~~31,~~those ~~2023 and 2022~~years.

~~The Company signed a four~~F-year renewal with NFS commencing August 1, 2021 and ending on July 31, 2025, and NFS’s fees are offset against the Company’s revenues on a monthly basis. In June 2023, the Company entered into an amendment to its service agreement with Broadridge Securities Processing Solutions, LLC that, among other things, extends the term of their arrangement for a five-year period ending June 2028. All other broker-dealer and clearing organization relationships operate on a month-to-month basis.13

~~Siebert~~Receivables ~~2023~~from ~~Form~~and deposits with broker-~~10K 40~~dealers and clearing organizations are in scope of the amended guidance for Topic 326. The Company continually reviews the credit quality of its counterparties and historically has not experienced a default. A portion of the Company’s trades and contracts are cleared through a clearing organization and settled daily between the clearing organization and the Company. Because of this daily settlement, the amount of unsettled credit exposures is limited to the amount owed to the Company for a very short period of time. The Company continually reviews the credit quality of its counterparties. Further, management reassessed the risk characteristics of its receivables and applied the collateral maintenance practical expedient for the secured receivables in line with the CECL guidance. As a result, the Company had no expectation of credit losses for these arrangements as of December 31, 2024 and 2023.

Receivables from and deposits with broker-dealers and clearing organizations are in scope of the amended guidance for Topic 326. The Company continually reviews the credit quality of its counterparties and historically has not experienced a default. Further, management reassessed the risk characteristics of its receivables and applied the collateral maintenance practical expedient for the secured receivables in line with the CECL guidance. As a result, the Company had no expectation of credit losses for these arrangements as of December 31, 2023 and 2022.

Current Expected Credit Losses

The Company follows Topic 326 which applies to financial assets measured at amortized cost, held-to-maturity debt securities and off-balance sheet credit exposures. For on-balance sheet assets, an allowance must be recognized at the origination or purchase of in-scope assets and represents the expected credit losses over the contractual life of those assets. Expected credit losses on off-balance sheet credit exposures must be estimated over the contractual period the Company is exposed to credit risk as a result of a present obligation to extend credit. The impact to the periods presented is not material since the Company’s in-scope assets are primarily subject to collateral maintenance provisions for which the Company elected to apply the practical expedient of reporting the difference between the fair value of the collateral and the amortized cost for the in-scope assets as the allowance for current expected credit losses.

Securities Borrowed and Securities Loaned

Securities borrowed transactions are recorded at the amount of cash collateral delivered to the counterparty. Securities loaned transactions are recorded at the amount of cash collateral received. For securities borrowed and loaned, the Company monitors the market value of the securities and obtains or refunds collateral as necessary.

The Company can elect to use an approach to measure the allowance for credit losses using the fair value of collateral where the borrower is required to, and reasonably expected to, continually adjust and replenish the amount of collateral securing the instrument to reflect changes in the fair value of such collateral. The Company has elected to use this approach for its allowance for credit losses on securities borrowed. As a result of this election, and the fully collateralized nature of these arrangements, the Company had no expectation of credit losses on its securities borrowed balances as of December 31, ~~2023~~2024 and ~~2022~~2023.

Netting of Financial Assets and Financial Liabilities

Substantially all of the Company’s securities borrowing and securities lending activity is transacted under master agreements that may allow for net settlement in the ordinary course of business, as well as offsetting of all contracts with a given counterparty in the event of default by one of the parties. However, for financial statement purposes, the Company does not net ~~balances~~securities ~~related~~borrowed toand ~~these~~securities ~~financial~~loaned ~~instruments.~~and ~~These~~these ~~financial~~items ~~instruments~~ are presented on a gross basis in the consolidated statements of financial condition. The Company accounts for securities lending transactions in accordance with FASB ASC Subtopic 210-20 – “Disclosures about Offsetting Assets and Liabilities” (“Subtopic 210-20”). Refer to Note 19 – Financial Instruments with Off-Balance Sheet Risk for further detail.

Siebert 2023 Form-10K 41

The potential effect of rights of setoff associated with the Company’s recognized assets and liabilities is as follows:

	As of December 31, 2023
	Gross Amounts of Recognized Assets and Liabilities		Gross Amounts Offset in the Consolidated Statements of Financial Condition1		Net Amounts Presented in the Consolidated Statements of Financial Condition		Collateral Received or Pledged2		Net Amount3
Assets
Securities borrowed	$	394,709,000		—		394,709,000	$	371,076,000	$	23,633,000
Liabilities
Securities loaned	$	419,433,000		—		419,433,000	$	404,312,000	$	15,121,000

	As of December 31, 2022
	Gross Amounts of Recognized Assets and Liabilities		Gross Amounts Offset in the Consolidated Statements of Financial Condition1		Net Amounts Presented in the Consolidated Statements of Financial Condition		Collateral Received or Pledged2		Net Amount3
Assets
Securities borrowed	$	336,909,000		—		336,909,000	$	326,618,000	$	10,291,000
Liabilities
Securities loaned	$	327,180,000		—		327,180,000	$	316,648,000	$	10,532,000

1) Amounts represent recognized assets and liabilities that are subject to enforceable master agreements with rights of setoff.

2) Represents the fair value of collateral the Company had received or pledged under enforceable master agreements.

3) Represents the amount for which, in the case of net recognized assets, the Company had not received collateral, and in the case of net recognized liabilities, the Company had not pledged collateral.

Securities Owned and Securities Sold, Not Yet Purchased at Fair Value

Securities owned, at fair value represent marketable securities owned by the Company at trade-date valuation. Securities sold, not yet purchased, at fair value represent marketable securities sold by the Company prior to purchase at trade-date valuation. These securities are classified as trading securities and in accordance with FASB ASC Topic 940 – “Financial Services – Brokers and Dealers” (“Topic 940”), these securities are measured initially at fair value and any realized or unrealized gains or losses to fair value are included in profit or loss. Below is a table with further detail on the Company’s securities.

Type of Security	Classification	Consolidated Statements of Financial Condition	Recording of Realized and Unrealized Gain or Loss
Certificates of deposit, Corporate bonds, municipal securities, options	Trading	Securities owned, at fair value	Principal transactions and proprietary trading
Equities	Trading	Securities owned, at fair value; Securities sold, not yet purchased at fair value	Market making, Principal transactions and proprietary trading
U.S. government securities	Trading	Securities owned, at fair value	Principal transactions and proprietary trading
U.S. government securities	Trading	Cash and securities segregated for regulatory purposes	Principal transactions and proprietary trading

F-14

Property, Office Facilities, and Equipment, Net

Property, office facilities, and equipment are stated at cost, net of accumulated depreciation and amortization. Depreciation for ~~equipment is calculated using the straight-line method over the estimated useful lives of the assets~~property, ~~generally not exceeding four years. Office facilities are~~office ~~amortized over the shorter of their estimated useful life~~facilities, ~~generally between four~~ and ~~ten~~equipment ~~years,~~are or the remaining life of the lease term unless the lease transfers ownership of the underlying asset to the lessee, or the lessee is reasonably certain to exercise an option to purchase the underlying asset, in which case the lessee will amortize over the estimated useful life of the office facilities. Depreciation for property is calculated using the straight-line- method over the estimated useful ~~life~~lives of the ~~property,~~assets. ~~not~~Estimated ~~exceeding~~useful lives ~~forty~~are ~~years.~~as follows:

Siebert 2023 Form-10K 42

Type		Useful Life
Property		40 years
Property improvements		10 years
Leasehold improvements		Lesser of useful life or lease term
Office facilities and equipment		4 to 5 years

Software, Net

The Company capitalizes certain costs for certain software and amortizes them over their useful life, generally not exceeding ~~three~~five years. Depending on the terms of the contract, the Company either records costs from software hosting arrangements as prepaid assets and amortizes them over the contract term, or the costs are expensed as incurred.

The Company enters into certain software hosting arrangements where the associated professional development services work is capitalized and then amortized over the term of the contract. Other software costs such as routine maintenance and various data services are expensed as incurred.

Other software costs such as routine maintenance and various data services are expensed as incurred.

Leases

The Company reviews all relevant contracts to determine if the contract contains a lease at its inception date. A contract contains a lease if the contract conveys the right to control the use of an underlying asset for a period of time in exchange for consideration. If the Company determines that a contract contains a lease, it recognizes, onin the consolidated statements of financial condition, a lease liability and a corresponding right-of-use asset on the commencement date of the lease. The lease liability is initially measured at the present value of the future lease payments over the lease term using the rate implicit in the lease or, if not readily determinable, the Company’s secured incremental borrowing rate. An operating lease right-of-use asset is initially measured at the value of the lease liability minus any lease incentives and initial direct costs incurred plus any prepaid rent.

The Company’s leases are classified as operating leases and consist of real estate leases for office space, data centers and other facilities. Each lease liability is measured using the Company’s secured incremental borrowing rate, which is based on an internally developed rate based on the Company’s size, growth, risk profile and a duration similar to the lease term. The Company’s leases have remaining terms of approximately 1 to 5 years as of December 31, ~~2023~~2024. The Company does not include renewal options as the renewal options are not reasonably certain to be exercised; however, the Company continues to monitor the lease renewal options. The Company’s operating leases contain both lease components and non-lease components. Non-lease components are distinct elements of a contract that are not related to securing the use of the underlying assets, such as common area maintenance and other management costs. The Company has elected the practical expedient to not separate lease and non-lease components, and as such, the variable lease cost primarily represents variable payments such as common area maintenance and utilities which are usually determined by the leased square footage in proportion to the overall office building.

~~Operating lease expense is recognized on a straight~~F-~~line basis over the lease term and is included in line item “Rent and occupancy” on the consolidated statements of operations.~~15

Operating lease expense is recognized on a straight-line basis over the lease term and is included in line item “Rent and occupancy” in the consolidated statements of operations.

Equity Method Investments

Investments in which the Company has the ability to exercise significant influence, but does not control, are accounted for under the equity method of accounting and are included in the line item “Equity method investment in related party” onin the consolidated statements of financial condition. Under this method of accounting, the Company’s share of the net income or loss of the investee is presented before the income before provision for income taxes onin the consolidated statements of operations.

The Company evaluates its equity method investments whenever events or changes in circumstance indicate that the carrying amounts of such investments may be impaired. If the impairment is determined to be other-than-temporary, the Company will recognize an impairment loss equal to the difference between the expected realizable value and the carrying value of the investment.

Investments, Cost

Investments in equity shares without a readily determinable fair value and for which the Company does not have the ability to exercise significant influence are accounted for at cost adjusted for observable price changes in orderly transactions for the identical or a similar investment of the same issuer, and impairments. ~~Those investments are classified within Investments, cost on the consolidated statements of financial condition.~~ As of December 31, ~~2023~~2024 and ~~2022~~2023, the Company had ~~investments,~~no ~~cost of $0 and $850,000, respectively~~investments.

~~Siebert~~Other ~~2023~~Intangible ~~Form-10K 43~~Assets, Net

The Company accounts for intangible assets acquired in business combinations or asset acquisitions in accordance with FASB ASC Topic 350 – “Intangibles – Goodwill and Other” (“Topic 350”). Certain identifiable intangible assets acquired by the Company, including artist contracts, are recognized at fair value at the acquisition date and are amortized over their estimated useful lives on a straight-line basis. The estimated useful lives of these intangible assets are determined based on contractual terms. The Company assesses intangible assets for impairment at least annually or whenever events or changes in circumstances indicate that the carrying amount may not be recoverable. Additionally, the Company reviews the estimated useful lives of intangible assets annually or whenever circumstances suggest that the remaining amortization period should be revised. If a change in useful life is necessary, the asset’s remaining carrying amount is amortized prospectively over the revised useful life.

Goodwill

Goodwill represents the excess purchase price of businesses acquired over the fair value of the identifiable net assets acquired. Goodwill is not subject to amortization but rather is evaluated for impairment annually, or more frequently if events occur or circumstances change indicating it would more likely than not result in a reduction of the fair value of the reporting unit below its carrying value, including goodwill. Goodwill may be evaluated for impairment by performing a qualitative assessment. This qualitative assessment considers various financial, macroeconomic, industry, and reporting unit specific qualitative factors. If the qualitative assessment indicates that it is more likely than not that the fair value of the reporting unit is less than its carrying amount, including goodwill, or, if for any other reason the Company determines to it be appropriate, then a quantitative assessment will be performed. The quantitative assessment process utilizes an income and market approach to arrive at an indicated fair value range for the reporting unit. The fair value calculated for the reporting unit is compared to its carrying amount, including goodwill, to ascertain if goodwill impairment exists. If the fair value exceeds the carrying amount, including goodwill for the reporting unit, it is not considered impaired. If the fair value is below the carrying amount, including goodwill for the reporting unit, then an impairment charge is recognized for the amount by which the carrying amount exceeds the calculated fair value, up to but not exceeding the amount of goodwill allocated to the reporting unit.

The Company’s annual impairment test date is December 31. The Company completed a qualitative assessment for its reporting unit during its most recent annual impairment review. The Company concluded that it has one reportable segment and tests goodwill on a consolidated basis. Based on this qualitative assessment, the Company determined that there was no evidence of impairment to the balance of its goodwill as of both December 31, ~~2023~~2024 and ~~2022~~2023.

F-16

Drafts Payable

Drafts payable represent checks drawn by the Company against customer accounts which remained outstanding and had not cleared the bank as of the end of the period.

Deferred Contract Incentive

The Company entered into an amendment with its agreement with NFS whereby the Company received a one-time business development credit of $3 million, and NFS will pay the Company four annual credits of $100,000, which are both recorded in the line item “Deferred contract incentive” onin the consolidated statements of financial condition. Annual credits shall be paid on the anniversary of the date on which the first credit was paid. The business development credit and annual credits will be recognized as contra expense over four years and one year, respectively, in the line item “Clearing fees, including execution costs” onin the consolidated statements of operations.

Contract Termination Liability

The Company entered into a settlement agreement with Kakaopay whereby it will pay Kakaopay $5 million, payable in ten quarterly installments that began in the first quarter of 2024.

The Company accounted for this transaction as an exit or disposal cost obligation in accordance with FASB ASC Topic 420, – “Exit or Disposal Cost Obligations.” (“Topic 420”). Accordingly, the Company recognized the liability at fair value by using a present value technique that used a discount rate equivalent to the bank prime rate as of the date of the agreement. The liability is recorded on the line item “Contract termination liability” on in the consolidated statements of financial condition. The expense was recorded in the line item “Transaction termination costs” on in the consolidated statements of operations. Refer to Note 56 – Transaction with Kakaopay for further detail.

Revenue Recognition

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

The Company also has fee revenue and transaction revenue which are within the scope of Topic 606. Revenue from contracts with customers includes commission income charged to retail clients for executing transactions, markups on riskless principal transactions charged to retail clients for executing transactions, distribution income received from mutual funds for client transactions, stock locate fees charged to counterparties for providing locate services, payment for order flow received for executing transactions, and administrative fees to retail clients including for maintenance and other ancillary services. Under Topic 606, Revenue from Contracts with Customers, requires that an entity recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. The guidance requires an entity to follow a five-step model to (a) identify the contract(s) with a customer, (b) identify the performance obligations in the contract, (c) determine the transaction price, (d) allocate the transaction price to the performance obligations in the contract, and (e) recognize revenue when (or as) the entity satisfies a performance obligation. In determining the transaction price, an entity may include variable consideration only to the extent that it is probable that a significant reversal in the amount of cumulative revenue recognized would not occur when the uncertainty associated with the variable consideration is resolved.

F-17

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

	Year Ended December 31,
	2024			2023
Revenues from Contracts with Customers
Principal transactions and proprietary trading
Riskless principal transactions with customers	$	14,130,000		$	9,096,000

Commissions and fees
Brokerage commissions		7,629,000			5,927,000
Distribution fees		1,365,000			1,167,000
Insurance commissions		621,000			447,000

Stock borrow / stock loan
Retail fees (rebates)		(5,000	)		(78,000	)
Stock locate services		16,892,000			12,901,000

Other income
Administrative fees		1,888,000			519,000
Payment for order flow		1,454,000			1,114,000
Other commissions		48,000			265,000

Advisory fees		2,369,000			1,928,000

Total revenues from contracts with customers	$	46,391,000		$	33,286,000

Revenue outside the scope of Topic 606
Principal transactions and proprietary trading
Proprietary trading		486,000			3,997,000

Interest, marketing and distribution fees
Margin interest		15,440,000			16,236,000
Interest income		14,933,000			11,618,000
Marketing and distribution fees		2,034,000			1,724,000

Stock borrow / stock loan
Stock rebate revenue		2,362,000			3,349,000

Market making		2,255,000			1,304,000

Total revenue outside the scope of Topic 606		37,510,000			38,228,000

Total revenue	$	83,901,000		$	71,514,000

F-18

The primary sources of revenue for the Company are as follows:

Principal Transactions and Proprietary Trading

Principal transactions and proprietary trading primarily represent two revenue streams. The first revenue stream is riskless transactions in which the Company, after executing a solicited order, buys or sells securities as principal and at the same time buys or sells the securities with a markup or markdown to satisfy the order.

Principal transactions and proprietary trading related to riskless principal transactions are recognized at a point in time on the trade date when the performance obligation is satisfied. The performance obligation is satisfied on the trade date because that is when the underlying financial instrument or purchaser is identified, the pricing is agreed upon, and the risks and rewards of ownership have been transferred to / from the customer or trading counterparty.

The second revenue stream is proprietary trading whereby the company enters into transactions where securities are traded by the Company as investments and for use as collateral for depositories or customer reserve requirements. Proprietary trading consists of trading in securities classified as trading securities and in accordance with Topic 940, these securities are measured initially at fair value and any realized or unrealized gains or losses to fair value are included in profit or loss.

Commissions and Fees

The Company earns commission revenue for executing trades for clients in individual equities, options, insurance products, futures, fixed income securities, as well as certain third-party mutual funds and ETFs.

Siebert 2023 Form-10K 44

Commission revenue associated with combined trade execution and clearing services, as well as trade execution services on a standalone basis, is recognized at a point in time on the trade date when the performance obligation is satisfied. The performance obligation is satisfied on the trade date because that is when the underlying financial instrument or purchaser is identified, the pricing is agreed upon, and the risks and rewards of ownership have been transferred to / from the customer.

The Company enters into arrangements with managed accounts of other pooled investment vehicles (funds) to distribute shares to investors (“distribution fees”). The Company may receive distribution fees paid by the fund up front, over time, upon the investor’s exit from the fund (that is, a contingent deferred sales charge), or as a combination thereof. The Company believes that its performance obligation is the sale of securities to investors and as such this is fulfilled on the trade date. Any fixed amounts are recognized on the trade date and variable amounts are recognized to the extent it is probable that a significant revenue reversal will not occur until the uncertainty is resolved. For variable amounts, as the uncertainty is dependent on the value of the shares at future points in time as well as the length of time the investor remains in the fund, both of which are highly susceptible to factors outside the Company’s influence, the Company ~~does~~recognizes ~~not~~revenue ~~believe~~once ~~that it can overcome this constraint until~~ the market value of the fund and the investor activities are known, which are usually monthly or quarterly. Distribution fees recognized in the current period are primarily related to performance obligations that have been satisfied in prior periods.

Principal Transactions and Proprietary Trading

Principal transactions and proprietary trading are recognized at a point in time on the trade date when the performance obligation is satisfied. The performance obligation is satisfied on the trade date because that is when the underlying financial instrument or purchaser is identified, the pricing is agreed upon, and the risks and rewards of ownership have been transferred to / from the customer or trading counterparty.

Market Making

Market making revenue is generated from the buying and selling of securities. Market making transactions are recorded on a trade-date basis as the securities transactions occur. The performance obligation is satisfied on the trade date because that is when the underlying financial instrument or purchaser is identified, the pricing is agreed upon, and the risks and rewards of ownership have been transferred to / from the counterparty.

Stock Borrow / Stock Loan

The Company borrows securities on behalf of retail clients to facilitate short trading, loans excess margin and fully-paid securities from client accounts, facilitates borrow and loan contracts for broker-dealer counterparties~~, and provides stock locate services to broker-dealer counterparties~~. The Company ~~recognizes~~records ~~self-clearing~~ revenues net of operating expenses related to stock borrow / stock loan. Stock borrow / stock loan also includes any revenues generated from the Company’s fully paid lending programs on a self-clearing or introducing basis. The Company does not utilize stock borrow / stock loan activities for the purpose of financing transactions. The Company also pays rebates and charges fees to/from retail clients for borrowing securities based on the daily balance of the securities borrowed. Revenue from fees charged to clients and rebates paid to clients are recognized over the term as services are provided.

F-19

For the year ended December 31, 2024, stock borrow / stock loan revenue was $19,249,000 ($40,714,000 gross revenue less $21,465,000 expenses). For the year ended December 31, 2023, stock borrow / stock loan revenue was $16,172,000 ($47,166,000 gross revenue less $30,994,000 expenses).

Securities borrowed and securities loaned transactions are recorded at the amount of cash collateral advanced or received, respectively, with all related securities, collateral, and cash both held at and moving through DTC or OCC as appropriate for each counterparty. Securities borrowed transactions require the Company to deposit cash or other collateral with the lender. Securities loaned transactions require the receipt of collateral by the Company in the form of cash in an amount generally in excess of the fair value of securities loaned. The Company monitors the fair value of securities borrowed and loaned daily, with additional collateral obtained or returned as necessary. Securities borrow and loan fees represent interest or (rebate) on the cash received or paid as collateral on the securities borrowed or loaned.

The Company applies a practical expedient to ~~ASC~~Topic 326 regarding its securities borrowed and loaned balances and their underlying collateral. Inherent in this activity, the Company and its counterparties to securities borrowed and loaned transactions, mark to market the collateral, securing these transactions on a daily basis through DTC or OCC. The counterparty continually replenishes the collateral securing the asset in accordance with standard industry practice. Rates on securities lending programs are based on the current market demand for each security borrow or loan contract and are set on a per-contract basis. Based on the above factors, there is no material current expected credit loss under ~~ASC~~ Topic 326 for securities borrowed and loaned transactions is not needed as of December 31, ~~2023~~2024.

~~Siebert~~The Company ~~2023~~also ~~Form-10K 45~~provides securities locate services to broker dealer counterparties. The Company charges a fee to their counterparties each time a locate is placed and the inventory is decremented by such locate quantity. The Company believes that the performance obligation is satisfied on the day that the security is located for the customer as that is when the underlying financial instrument or purchaser is identified, the pricing is agreed upon and the risks and rewards of locate identification have been transferred to the counterparty. Revenue is recognized at that point in time.

The performance obligation is satisfied on the contract date because that is when the underlying financial instrument or purchaser is identified, the pricing is agreed upon, and the risks and rewards of ownership have been transferred to / from the counterparty.

Advisory Fees

The Company earns advisory fees associated with managing client assets. The performance obligation related to this revenue stream is satisfied over time; however, the advisory fees are variable as they are charged as a percentage of the client’s total asset value, which is determined at the end of the quarter.

Interest, Marketing and Distribution Fees

The Company earns interest from clients’ accounts, net of payments to clients’ accounts, and on the Company’s bank balances and securities. Interest income also includes interest payouts from introducing relationships related to short interest, net of charges.

The Company also earns margin interest which is the net interest charged to customers for holding financed margin positions. Marketing and distribution fees consist of 12b-1 fees which are trailing payments from money market funds. Interest, marketing and distribution fees are recorded as earned.

The Company enters into arrangements with managed accounts of other pooled investment vehicles (funds) to distribute shares to investors. The Company may receive distribution fees paid by the fund up front, over time, upon the investor’s exit from the fund (that is, a contingent deferred sales charge), or as a combination thereof. The Company believes that its performance obligation is the sale of securities to investors and as such this is fulfilled on the trade date. Any fixed amounts are recognized on the trade date and variable amounts are recognized to the extent it is probable that a significant revenue reversal will not occur until the uncertainty is resolved. For variable amounts, as the uncertainty is dependent on the value of the shares at future points in time as well as the length of time the investor remains in the fund, both of which are highly susceptible to factors outside the Company’s influence, the Company does not believe that it can overcome this constraint until the market value of the fund and the investor activities are known, which are usually monthly or quarterly. Distribution fees recognized in the current period are primarily related to performance obligations that have been satisfied in prior periods.

Other Income

Other income primarily represents fees generated from consulting services to a technology provider, payment for order flow, and transactional fees generated from client accounts. The performance obligation for consulting services to a technology provider is providing consulting services and is satisfied over time in line with the duration of the consulting contract. The performance obligation related to payment for order flow is providing financial services and is satisfied at a point in time. The performance obligation related to transactional fees generated from client accounts is providing financial services to clients and is satisfied over time.

The Company also earns revenue from an agreement with JonesTrading Institutional Service, LLC (“JonesTrading”) whereby JonesTrading pays the Company a percentage of the net revenue produced by certain historical institutional customers less any related expenses. Revenue from JonesTrading is determined based on the factors outside of the Company’s control and the Company records the income amount on a monthly basis when the actual amount of income is known.

F-20

Advisory Fees

The Company earns advisory fees associated with managing client assets. The performance obligation related to this revenue stream is satisfied over time, as clients receive and consume the benefits as the services are provided. The advisory fees are variable and calculated as a percentage of the client’s total asset value, determined as of the last business day of each quarter. These fees are primarily billed in advance, based on the average daily balance of the previous quarter and recognized ratably over the period in which services are provided. For new accounts or terminated accounts, fees may be prorated based on the number of days the account was active during the quarter, in accordance with the advisory agreement.

Interest, Marketing and Distribution Fees

The Company earns interest from clients’ accounts, net of interest expense which consists of payments to clients’ accounts, and on the Company’s bank balances and securities. Interest income also includes interest payouts from introducing relationships related to short interest, net of charges.

The Company enters into arrangements with money market mutual funds to distribute shares to investors (“Marketing and Distribution Fees”). The Company may receive distribution fees paid by the fund over time. The Company receives Marketing and Distribution Fees based upon the total amount deposited with the money market mutual fund based on a published interest rate. Interest, marketing and distribution fees are recorded as earned.

Market Making

Costs to Obtain or Fulfill a Contract; Other

For the periods presented, there were no costs capitalized related to obtaining or fulfilling a contract with a customer, and thus the Company has no balances for contract assets or contract liabilities. ~~The Company concludes that its revenue streams have the same underlying economic factors, and as such, no disaggregation of revenue is required.~~

~~Siebert 2023 Form~~Share-~~10K 46~~based Compensation

~~Performance~~The Company ~~Obligation~~grants share-based compensation and accounts for share-based compensation in accordance with FASB ASC Topic 718 – “Compensation – Stock Compensation” (“Topic 718”), which establishes accounting for share-based compensation to employees for services. Under the provisions of FASB ASC Subtopic 718-10-35 – “Compensation – Stock Compensation” (“Subtopic 718-10-35”), share-based compensation cost is measured at the grant date, based on the fair value of the award on that date and is expensed at the grant date (for the portion that vests immediately) or on a straight-line basis over the requisite service period, aligning with vesting conditions. The Company accounts for forfeitures based on actual experience rather than estimating them at grant date, recognizing adjustments as they occur. Changes in estimates or modifications to share-based awards, if any, are accounted for in accordance with Topic 718. Refer to Note 23 – Employee Benefit Plans for further detail.

The following table presents each revenue category and its related performance obligation:

Revenue Stream Performance Obligation Recognition Commission and fees Provide financial services to customers and counterparties Point in time recognition Principal transactions and proprietary trading Provide financial services to customers and counterparties Point in time recognition Market making Provide financial services to customers and counterparties Point in time recognition Stock borrow / stock loan Provide financial services to customers and counterparties Point in time recognition Advisory fees Provide financial services to customers and counterparties Over time recognition Interest, marketing and distribution fees Interest NA Over time recognition Marketing fees Provide financial services to customers and counterparties Point in time recognition Distribution fees Fixed: provide financial services to customers and counterparties; Variable: NA Fixed: Point in time recognition; Variable: Over time recognition Other income Consulting services to a technology provider Provide consulting services Over time recognition Payment for order flow Provide financial services to customers Point in time recognition Transactional fees generated from client accounts Provide financial services to customers Point in time recognition Revenue from agreement with JonesTrading NA Point in time recognition

Share-Based Compensation

The Company grants share-based compensation and accounts for share-based compensation in accordance with ASC Topic 718, “Compensation-Stock Compensation,” which establishes accounting for share-based compensation to employees for services. Under the provisions of ASC 718-10-35, share-based compensation cost is measured at the grant date, based on the fair value of the award on that date and is expensed at the grant date (for the portion that vests immediately) or ratably over the related vesting periods. Refer to Note 22 – Employee Benefit Plans for further detail.

Advertising and Promotion

Advertising and promotion costs are expensed as incurred and were $~~155~~348,000 and $~~543~~155,000 for the years ended December 31, ~~2023~~2024, and ~~2022~~2023, respectively.

F-21

Income Taxes

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

The Company recognizes deferred tax assets to the extent that the Company believes that these assets are more likely than not to be realized. In making such a determination, the Company considers all available positive and negative evidence, including future reversals of existing taxable temporary differences, projected future taxable income, tax-planning strategies, and results of recent operations. If the Company determines that it would be able to realize deferred taxes in the future in excess of their net recorded amount, the Company would make an adjustment to the deferred tax asset valuation allowance, which would reduce the provision for income taxes.

~~Siebert~~The ~~2023~~Company ~~Form~~records uncertain tax positions in accordance with Topic 740 on the basis of a two-~~10K 47~~step process in which (1) the Company determines whether it is more likely than not that the tax positions will be sustained on the basis of the technical merits of the position and (2) for those tax positions that meet the more-likely-than-not recognition threshold, the Company recognizes the largest amount of tax benefit that is more than 50 percent likely to be realized upon ultimate settlement with the related tax authority.

The Company ~~records~~recognizes ~~uncertain~~interest ~~tax~~and ~~positions~~penalties inrelated ~~accordance~~to ~~with~~unrecognized ~~ASC~~tax ~~740~~benefits on the ~~basis~~provision offor aincome ~~two-step~~taxes ~~process~~line in ~~which (1)~~ the ~~Company~~consolidated ~~determines~~statements ~~whether~~of ~~it is more likely~~operations. ~~than~~Accrued ~~not~~interest ~~that~~and ~~the~~penalties ~~tax~~would ~~positions will~~ be ~~sustained~~included on the ~~basis~~related ~~of the technical merits of the position and (2) for those~~ tax ~~positions that~~liability ~~meet~~line ~~the~~in ~~more-likely-than-not recognition threshold,~~ the ~~Company~~consolidated ~~recognizes~~statements ~~the largest amount~~ of ~~tax~~financial ~~benefit that is more than 50 percent likely to be realized upon ultimate settlement with the related tax authority~~condition.

The Company recognizes interest and penalties related to unrecognized tax benefits on the provision for income taxes line on the consolidated statements of operations. Accrued interest and penalties would be included on the related tax liability line on the consolidated statements of financial condition.

Capital Stock

The authorized capital stock of the Company consists of a single class of common stock. Shares authorized were 100 million as of both December 31, ~~2023~~2024 and ~~2022~~2023.

Per Share Data

Basic earnings per share (“EPS”) is calculated by dividing net income available to the Company’s common stockholders by the weighted average number of ~~outstanding~~ common shares outstanding during the ~~year~~period. ~~Diluted~~The ~~earnings~~Company’s ~~per~~Restricted ~~share~~Stock isAwards ~~calculated~~(“RSA”s) and byRestricted ~~dividing~~Stock ~~net~~Units ~~income available to the Company’~~(“RSU”s ~~common~~) ~~stockholders~~do bynot ~~the~~receive ~~number~~dividends ofor ~~shares~~dividend ~~outstanding~~equivalents ~~under~~prior ~~the~~to ~~basic~~vesting ~~calculation~~ and ~~adding~~are ~~all~~therefore ~~dilutive securities, which consist~~not ofconsidered ~~options.~~participating ~~The~~securities ~~Company~~under ~~has~~FASB noASC ~~dilutive~~Topic ~~securities~~260 as– of“Earnings ~~both~~Per ~~December~~Share” ~~31,~~(“Topic ~~2023 and 2022~~260”).

Diluted EPS is calculated using the treasury stock method by dividing net income available to the Company’s common stockholders by the weighted average number of common shares outstanding, adjusted for the potential dilutive effect of unvested RSAs and RSUs, if applicable.

New Accounting Standards

In December 2023, the ~~Financial Accounting Standards Board (“~~FASB”) issued ASU 2023-09, “Improvements to Income Tax Disclosures” (“ASU 2023-09”). The ASU is intended to enhance the transparency and decision usefulness of income tax disclosures. The amendments in the ASU address investor requests for enhanced income tax information primarily through changes to the rate reconciliation and income taxes paid information. ASU 2023-09 will be effective for the Company for annual periods beginning after December 15, 2024, though early adoption is permitted. The Company is still evaluating the presentational effect that ASU 2023-09 will have on its consolidated financial statements, but the Company expects considerable changes to its income tax footnote.

~~Accounting~~In ~~Standards~~November ~~Adopted~~2024, inthe ~~Fiscal~~FASB issued ~~2023~~ASU “2024-03”, “Income Statement—Reporting Comprehensive Income—Expense Disaggregation Disclosures” (“ASU 2024-03”). The ASU is intended to enhance the transparency and decision usefulness of income statement expense disclosures by requiring greater disaggregation of certain expense categories. ASU 2024-03 will be effective for us for annual periods beginning after December 15, 2025, though early adoption is permitted. We are currently evaluating the impact that ASU 2024-03 will have on our consolidated financial statements and we anticipate the amendments will require significant changes to our expense disclosures.

The Company did not adopt any new accounting standards during the year ended December 31, 2023. The Company has evaluated other recently issued accounting standards and does not believe that any of these standards will have a material impact on the Company’s consolidated financial statements and related disclosures as of December 31, 2023.F-22

3.Accounting ~~Transactions~~Standards ~~with~~Adopted ~~Tigress~~in ~~and~~Fiscal ~~Hedge Connection~~2024

In November 2023, the FASB issued ASU 2023-07, Topic 280, which requires all public entities, including those with a single reportable segment, to disclose additional information about a reportable segment’s significant expense categories in interim and annual periods, as identified in the information regularly provided to the CODM, among other requirements. The new guidance does not change how a public entity identifies its operating segments, aggregates those operating segments or applies the quantitative thresholds to determine its reportable segments. The guidance also clarifies that when a single operating segment is identified, entities may reference primary financial statements for overlapping disclosures. This ASU is effective for all entities for fiscal years beginning after December 15, 2023, and for interim periods within fiscal years beginning after December 15, 2024. The Company adopted this guidance effective for the year ended December 31, 2024. The adoption of this guidance did not have a material impact on our financial condition or financial performance. Refer to Note 22 – Segment Reporting for further detail.

3. Business Combinations

Overview of Acquisition

On August 12, 2024, the Company entered into a Membership Interest Purchase Agreement by and among the Company, GE and members of the Gebbia family, the (“Gebbia Entertainment Purchase Agreement”), pursuant to which the Company acquired all of the outstanding equity of GE for a purchase price of $1,250,000. The acquisition will be accounted for under the acquisition method of accounting for business combinations pursuant to Topic 805 which requires, among other things, that the assets acquired and liabilities assumed be recognized at their fair values as of the proposed acquisition date.

Allocation of Purchase Price

The Company was required to allocate the GE purchase price to tangible and identifiable intangible assets acquired based on their fair values as of August 12, 2024. The excess of the purchase price over those fair values is recorded as goodwill. The Company acquired intangible assets consisting of GE artist contracts, the fair value of which was $778,000 as of the acquisition date.

The fair value of identifiable intangible assets and goodwill was determined primarily through a Discounted Cash Flow (“DCF”) analysis, which falls under the income approach. The valuation included the projection of future cash flows from the intangible asset, discounted at a rate that reflected the company’s weighted average cost of capital and accounting for a company-specific risk premium. Additionally, a perpetuity growth rate was applied beyond the forecast period. Goodwill was calculated as the excess of the acquisition price over the fair value of separable assets, capturing anticipated synergies from the business combination.

The following table summarizes the Company’s allocation of the purchase price as of the date of acquisition:

	Estimated Fair Value
Cash and cash equivalents	$	127,000
Accounts receivable		5,000
Security deposits		10,000
Other Intangible assets, net		778,000
Total Assets acquired		920,000

Goodwill		330,000
Purchase price	$	1,250,000

Since the date of acquisition, there has been no material impact on the Company’s consolidated financial statements for the year ended December 31, 2024. Additionally, on a pro forma basis, the acquisition would not have had a material impact on the Company’s consolidated revenues or net income for the year ended December 31, 2024.

F-23

4. Transaction with Tigress

Tigress

Initial Transaction

On November 16, 2021, the Company entered into an agreement with Tigress, a Delaware limited liability company, and a disabled and woman-owned financial services firm. As part of the agreement, (i) Tigress transferred to the Company limited liability company membership interests representing 24% of the outstanding membership interests in Tigress; and (ii) the Company transferred to Tigress limited liability company membership interests representing 24% of the outstanding membership interests of RISE and 1,449,525 shares of the Company’s common stock. The Company’s common stock was issued pursuant to Section 4(a)(2) of the Securities Act of 1933, as amended.

Siebert 2023 Form-10K 48

Reorganization Agreement

On October 18, 2022, the Company entered into a Reorganization Agreement (“Reorganization Agreement”) with Tigress whereby the Company exchanged 7% of the outstanding membership interests in Tigress for all of Tigress’ ownership interest in RISE. As a result of the Reorganization Agreement, the Company’s ownership interest of Tigress decreased from 24% to 17%. Based on the level of the Company’s ownership of Tigress, the Company concluded that it was still able to exercise significant influence over Tigress following the Reorganization Agreement. Therefore, the Company continued to account for this investment under the equity method of accounting through the Company’s sale of its interest in Tigress on July 10, 2023.

During the years ended December 31, 2023 and 2022, the net loss as a result of this transaction was $0 and $719,000, respectively, which is in the line item “Loss on sale of equity method investment in related party” on the consolidated statements of operations.

Share Redemption Agreement

On July 10, 2023, the Company entered into a Share Redemption Agreement with Cynthia DiBartolo, CEO of Tigress, pursuant to which the Company repurchased from Ms. DiBartolo one million shares of its common stock held by Ms. DiBartolo in exchange for conveying to Ms. DiBartolo the Company’s 17% interest in Tigress. The Company accounted for the Share Redemption Agreement as a sale of a financial asset in accordance with FASB ASC Topic 860 – “Transfers and Servicing” (“Topic 860”). The one million shares of Company common stock that the Company received from Ms. DiBartolo had a fair value of $2,510,000 which was equal to the fair value of the Company’s 17% interest in Tigress sold to Ms. DiBartolo. As such, no gain or loss was recognized as a result of the transaction. Following the transaction, the Company had no remaining interest in Tigress. Refer to Note 12 – Equity Method Investment in Related Party ~~in this Report~~ for more detail on these transactions and information that impacted the periods presented.

Impairment

As a result of the ~~Reorganization~~Share Redemption Agreement described above ~~as well as the fact that Tigress had been impacted by adverse market conditions resulting in a decline in Tigress’ performance and future projections~~, ~~management concluded that a triggering event had occurred and evaluated if~~ the ~~investment in Tigress was other than temporarily impaired. Thus, the~~ Company ~~performed~~recognized an impairment ~~test~~charge asfor ofits ~~October~~investment ~~18,~~in ~~2022, and estimated the fair value of~~ Tigress using the income and market approach. For the income approach, the Company utilized estimated discounted future cash flow expected to be generated by Tigress. For the market approach, the Company utilized market multiples of ~~revenue~~approximately ~~and earnings derived from comparable publicly-traded companies. Based upon the updated valuation, the Company recognized an impairment of~~ $4185,~~015,~~000 for the year ended December 31, ~~2022,~~2023. ~~which~~Refer isto ~~included~~Note in8 ~~line~~– ~~item~~Fair ~~“Impairment~~Value ofMeasurements ~~investments”~~for onmore ~~the consolidated statements of operations~~detail.

As a result of the Share Redemption Agreement described above, the Company recognized an impairment charge for its investment in Tigress of approximately $185,000 for the year ended December 31, 2023, which is included in “Impairment of investments” in the consolidated statements of operations5. ~~The~~ fair value of the Company’s investment in Tigress was determined using observed current market prices of Tigress’ membership interests that were below the Company’s carrying value of its equity investment in Tigress. Following the Share Redemption Agreement, the Company had no remaining interest in Tigress.RISE

As of both December 31, 2024 and 2023, the Company’s ownership in RISE was 68% and Siebert consolidated RISE under the voting interest model (“VOE model”). As of both December 31, 2024 and 2023, ~~Form-10K 49~~RISE reported assets of $1.3 million and liabilities of $0. There are no restrictions on RISE’s assets.

~~Hedge~~6. ~~Connection~~Kakaopay Transaction

~~Initial~~On April ~~Transaction~~27, 2023, the Company entered into a Stock Purchase Agreement with Kakaopay (the “First Tranche Stock Purchase Agreement”), pursuant to which Siebert agreed to issue to Kakaopay, a company established under the Laws of the Republic of Korea and a fintech subsidiary of Korean-based conglomerate Kakao Corp., 8,075,607 shares of Siebert’s common stock (the “First Tranche Shares” and, such transaction, the “First Tranche”) at a per share price of Two Dollars Fifteen Cents ($2.15), which represented 19.9% of the outstanding equity securities of Siebert on a fully diluted basis (taking into account the issuance of the First Tranche Shares). The First Tranche closed on May 18, 2023 and, in connection therewith, Siebert entered into a Registration Rights and Lock-Up Agreement (the “Registration Rights Agreement”) and a Stockholders’ Agreement (the “Original Stockholders’ Agreement”) with Kakaopay.

On January 21, 2022, RISE entered into an agreement with Hedge Connection, a Florida corporation and a woman-owned fintech company founded by Ms. Vioni that provides capital introduction software solutions for the prime brokerage industry.

Pursuant to the agreement, (i) Hedge Connection transferred to the Company common stock representing 20% of the outstanding post-closing issued and outstanding capitalization in Hedge Connection for a consideration of $600,000, to be paid in three installments over 180 days, as well as approximately 3.33% of the issued and outstanding membership interests of RISE; (ii) the Company acquired an option from Ms. Vioni to acquire 100% of the remaining interest in Hedge Connection at fair value market at the time of the option exercise, provided such valuation of Hedge Connection is not less than $5 million; (iii) the Company acquired a technology license agreement from Hedge Connection to use its capital introduction software, Fintroz, for an annual license fee of $250,000; (iv) Ms. Vioni provided the Company with the right to appoint one director to the Board of Directors of Hedge Connection; and (v) Ms. Vioni was appointed to the Board of Directors of RISE as well as to the position of President of RISE Prime – Capital Introduction, a division of RISE.

Termination Agreement

On October 18, 2022, the Company entered into a Termination Agreement (“Termination Agreement”) with Hedge Connection and Ms. Vioni. Pursuant to the Termination Agreement, the parties terminated the Purchase Agreement, dated January 21, 2022. Under the terms of the Termination Agreement, the Company re-conveyed to Hedge Connection, Hedge Connection common stock representing 20% of Hedge Connection and the related option from Ms. Vioni to acquire 100% of Ms. Vioni’s remaining interest in Hedge Connection in exchange for 3.17% of RISE and the cancellation of the Company’s obligation to repay the remaining $250,000 of its note payable to Hedge Connection. The Termination Agreement also terminates the Hedge Connection technology license agreement.

The net loss as a result of this transaction was $627,000, which is in the line item “Loss on sale of equity method investment in related party” on the consolidated statements of operations. The components that resulted in the net loss of $627,000 were the writing off of the carrying value of the Company’s investment in Hedge Connection of $1,020,000, offset by the forgiveness of the notes payable to Hedge Connection of $250,000 as well as the net return of RISE treasury stock of $143,000.

4. RISE

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.

From January 1, 2022 through March 30, 2022, RISE issued 8.3% of RISE’s total issued and outstanding membership interests in exchange for a net increase in assets of $1,000,000. Siebert sold membership interests representing 2% of RISE’s total issued and outstanding membership interests to Siebert employees and affiliates. Through March 30, 2022, Siebert continued to hold a majority ownership interest in RISE.

On March 31, 2022, Siebert exchanged $2,880,000 in aggregate of notes payable to Gloria E. Gebbia for 24% ownership interest in RISE. As a result of the aforementioned transactions, Siebert’s direct ownership percentage in RISE declined from 76% as of December 31, 2021 to approximately 44% as of March 31, 2022. As of March 31, 2022, Siebert determined that RISE was a VIE and that Siebert was the primary beneficiary, requiring RISE to be consolidated in accordance with Accounting Standards Codification (“ASC”) Topic 810 – Consolidation.

As a result of the transactions described in Note 3 – Transactions with Tigress and Hedge Connection, Siebert’s ownership in RISE increased to 68%, and therefore Siebert continued to consolidate RISE from October 18, 2022 through December 31, 2022 under the VOE model. There have been no further transactions related to RISE’s membership interests for the year ended December 31, 2023.

As of December 31, 2023, RISE reported assets of $1.3 million and liabilities of $0. As of December 31, 2022, RISE reported assets of $1.3 million and liabilities of $0.1 million. There are no restrictions on RISE’s assets.

Siebert 2023 Form-10K 50

5. Kakaopay Transaction

On April 27, 2023, Siebert entered into a Stock Purchase Agreement with Kakaopay (the “First Tranche Stock Purchase Agreement”), pursuant to which Siebert agreed to issue to Kakaopay Corporation (“Kakaopay”), a company established under the Laws of the Republic of Korea and a fintech subsidiary of Korean-based conglomerate Kakao Corp., 8,075,607 shares of Siebert’s common stock (the “First Tranche Shares” and, such transaction, the “First Tranche”) at a per share price of Two Dollars Fifteen Cents ($2.15), which represented 19.9% of the outstanding equity securities of Siebert on a fully diluted basis (taking into account the issuance of the First Tranche Shares). The First Tranche closed on May 18, 2023 and, in connection therewith, Siebert entered into a Registration Rights and Lock-Up Agreement (the “Registration Rights Agreement”) and a Stockholders’ Agreement (the “Original Stockholders’ Agreement”) with Kakaopay.

Concurrent with the execution of the First Tranche Stock Purchase Agreement, Siebert and Kakaopay entered into a second Stock Purchase Agreement (the “Second Tranche Stock Purchase Agreement” and, together with the First Tranche Stock Purchase Agreement, the “Stock Purchase Agreements”), pursuant to which Siebert agreed to issue to Kakaopay an additional 25,756,470 shares of Siebert’s common stock (the “Second Tranche Shares” and, such transaction, the “Second Tranche”) at a per share price of Two Dollars Thirty Five Cents ($2.35), so that Kakaopay would own 51% of the outstanding equity securities of Siebert on a fully diluted basis (taking into account the issuance of the First Tranche Shares and the Second Tranche Shares).

On December 19, 2023, Siebert entered into a Termination and Settlement Agreement (the “Settlement Agreement”) with Kakaopay, Kakaopay Securities Corp. (“Kakaopay Securities”), MSCO and certain Gebbia parties named therein. Under the Settlement Agreement, the parties mutually agreed to terminate the Second Tranche Stock Purchase Agreement. The parties terminated the Second Tranche Stock Purchase Agreement after reaching a compromise regarding their disagreement over, among other things, the occurrence of a “Purchaser Material Adverse Effect” in the Second Tranche Stock Purchase Agreement, and the ability of the closing conditions in the Second Tranche Stock Purchase Agreement to be satisfied. Certain related agreements were also terminated, including the Foreign BrokerF-Dealer Fee Sharing Agreement, dated April 27, 2023, between MSCO and Kakaopay Securities, and the Support and Restrictive Covenant Agreements by certain Gebbia stockholders, each dated April 27, 2023. The parties also agreed (i) to amend and restate the Original Stockholders’ Agreement as described below, (ii) that the Company will pay Kakaopay a fee of $5,000,000 (payable in ten quarterly installments beginning on March 29, 2024) and (iii) to customary releases. Kakaopay continues to own the 8,075,607 shares of the Company’s common stock that it purchased from the Company in May 2023, and Kakaopay agreed to certain standstill restrictions with respect to its ownership of the Company’s common stock, subject to certain conditions. 24

On December 19, 2023, Siebert entered into a Termination and Settlement Agreement (the “Settlement Agreement”) with Kakaopay, Kakaopay Securities Corp. (“Kakaopay Securities”), MSCO and certain Gebbia parties named therein. Under the Settlement Agreement, the parties mutually agreed to terminate the Second Tranche Stock Purchase Agreement. The parties terminated the Second Tranche Stock Purchase Agreement after reaching a compromise regarding their disagreement over, among other things, the occurrence of a “Purchaser Material Adverse Effect” in the Second Tranche Stock Purchase Agreement, and the ability of the closing conditions in the Second Tranche Stock Purchase Agreement to be satisfied. Certain related agreements were also terminated, including the Foreign Broker-Dealer Fee Sharing Agreement, dated April 27, 2023, between MSCO and Kakaopay Securities, and the Support and Restrictive Covenant Agreements by certain Gebbia stockholders, each dated April 27, 2023. The parties also agreed (i) to amend and restate the Original Stockholders’ Agreement as described below, (ii) that the Company will pay Kakaopay a fee of $5,000,000 (payable in ten quarterly installments that began on March 29, 2024) and (iii) to customary releases. Kakaopay continues to own the 8,075,607 shares of the Company’s common stock that it purchased from the Company in May 2023, and Kakaopay agreed to certain standstill restrictions with respect to its ownership of the Company’s common stock, subject to certain conditions.

In connection with the foregoing, on December 19, 2023, Siebert entered into an Amended and Restated Stockholders’ Agreement (the “A&R Stockholders’ Agreement”) with Kakaopay, certain stockholders listed on Schedule I thereto and John J. Gebbia (in his individual capacity and as representative of the Gebbia Stockholders (as defined therein)) to amend and restate the Original Stockholders’ Agreement. Under the A&R Stockholders’ Agreement, Kakaopay retains its right to designate one director to the Company’s board of directors, subject to certain conditions, but the additional board designation rights in the Original Stockholders’ Agreement that would have applied following the closing of the Second Tranche have been removed. The A&R Stockholders’ Agreement also, among other things, modifies various specified events requiring the prior written consent of Kakaopay, which provided the Company’s management with additional flexibility to grow the Company with reduced restrictions. The A&R Stockholders’ Agreement also adds tag-along rights in favor of Kakaopay and the Gebbia Stockholders.

At the time of the issuance, the total deferred issuance cost of $2,467,000 related to the First Tranche was reclassified as a reduction to “Additional paid-in capital” in stockholders’ equity onin the consolidated statements of financial condition. This amount consisted of $~~318~~2,149,000 which was recorded within the line item “Prepaid expenses and other assets” onin the consolidated statements of financial condition as of December 31, ~~2022, and $2,149,000 which was incurred during the year ended December 31,~~ 2023. Of the amount incurred during the year ended December 31, 2023, $560,000 was part of non-cash consideration.

The Company incurred $5,943,000 for the year ended December 31, 2023 associated with the termination of the transaction with Kakaopay which iswas recorded in the line item “Transaction termination cost” onin the consolidated statements of operations. This amount consisted of the $5,000,000 fee to Kakaopay (payable in ten quarterly installments ~~beginning~~that began on March 29, 2024) adjusted for the present value of of the payments as of the date of the agreement, as well as legal and other consulting costs associated with the transaction of approximately $1,481,000. The discount rate used for the calculation of the present value of the cash flows was 8.5%.

On May 22, 2023, Gloria E. Gebbia issued a warrant to BCW Securities LLC, a Delaware limited liability company (“BCW”), to purchase 403,780 shares of common stock of the Company held by Ms. Gebbia at an exercise price of $2.15 per share. Ms. Gebbia issued the warrant pursuant to that certain agreement, dated March 27, 2023, by and among Ms. Gebbia, the Company and BCW relating to the investment by Kakaopay in the Company. The fair value of the warrant of $560,000 was recorded as non-cash consideration onin the consolidated statements of changes in stockholders’ equity and the consolidated statements of cash flows, as well as for the deferred issuance cost related to the First Tranche as described above.

~~Siebert~~7. ~~2023~~Receivables ~~Form~~from, Payables to, and Deposits with Broker-~~10K 51~~Dealers and Clearing Organizations

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

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

	As of December 31, 2023		As of December 31, 2022
	As of December 31, 2024		As of December 31, 2023
Receivables from and deposits with broker-dealers and clearing organizations
DTCC / OCC / NSCC (1)	$	95,~~332~~777,000	$	89,~~187~~332,000
Goldman Sachs & Co. LLC (“GSCO”)		3850,000		3138,000
Pershing		—		96,000
National Financial Services, LLC (“NFS”)		2,102,000		2,212,000
National Financial Services, LLC (“NFS”)		2,212,000		2,006,000
Securities fail-to-deliver		90,000		119,000
Securities fail-to-deliver		119,000		3,000
Globalshares		68,000		47,000
Globalshares		47,000		82,000
Other receivables		60,000		—
Total Receivables from and deposits with broker-dealers and clearing organizations	$	118,~~748~~147,000	$	1011,~~405~~748,000
Payables to broker-dealers and clearing organizations
Securities fail-to-receive	$	~~399~~439,000	$	~~396~~399,000
Payables to broker-dealers		825,000		~~264~~82,000
Total Payables to broker-dealers and clearing organizations	$	~~481~~444,000	$	~~660~~481,000

⁽¹⁾

Depository Trust and Clearing Corporation is referred to as (“DTCC”), Options Clearing Corporation is referred to as (“OCC”), and National Securities Clearing Corporation is referred to as (“NSCC”).

Under the DTCC shareholders’ agreement, MSCO is required to participate in the DTCC common stock mandatory purchase. As of December 31, 2023 and 2022, MSCO had shares of DTCC common stock valued at approximately $1,236,000 and $1,054,000, respectively, which are included in the line item “Deposits with brokerF-~~dealers and clearing organizations” on the consolidated statements of financial condition.~~25

InUnder ~~September~~the ~~2022~~DTCC shareholders’ agreement, MSCO ~~and RISE~~is ~~entered~~required ~~into~~to aparticipate ~~clearing~~in ~~agreement~~the ~~whereby~~DTCC ~~RISE~~common ~~would~~stock ~~introduce~~mandatory ~~clients to MSCO~~purchase. As ~~part~~ of ~~the~~December ~~agreement~~31, ~~RISE~~2024 ~~deposited~~and a2023, ~~clearing fund~~MSCO ~~escrow~~had ~~deposit~~ shares of ~~$50,000~~DTCC tocommon ~~MSCO,~~stock ~~and~~valued ~~had~~at ~~excess cash of~~ approximately $1.0,145,000 ~~million~~and in$1,236,000, ~~its~~respectively, ~~brokerage~~which ~~account~~are atincluded ~~MSCO~~in asthe ofline ~~December~~item “Deposits ~~31,~~with ~~2023.~~broker-dealers ~~RISE~~and ~~did~~clearing ~~not~~organizations” ~~have~~in ~~any~~the ~~balances~~consolidated atstatements ~~MSCO as~~ of ~~December~~financial ~~31, 2022~~condition. The ~~resulting~~share ~~asset~~value is updated annually, as of ~~RISE~~March 20, 2024 and ~~liability~~for ofthe ~~MSCO~~year isended ~~eliminated in~~December ~~consolidation.~~31, ~~The~~2024, ~~Company~~based ~~terminated~~on ~~its~~the ~~clearing~~release ~~relationships~~of ~~with~~DTCC’s ~~GSCO~~annual amended and ~~Pershing~~restated shareholder ~~in 2022~~agreement.

7In September 2022, MSCO and RISE entered into a clearing agreement whereby RISE would introduce clients to MSCO. ~~Prepaid~~Refer ~~Service~~to Note 24 – Related Party Disclosures ~~Contract~~for more detail.

In April 2020, the Company entered into an agreement with a technology vendor in which the Company paid the technology vendor $1.0 million and 193,906 shares of the Company’s restricted common stock for a total of $2.1 million in exchange for services to develop a new client and back end interface as well as related functionalities for the Company’s key operations. In addition, the Company agreed to pay an annual license fee of $600,000 for this software.

In February 2022, the Company entered into a Consulting Services Agreement (“CSA”) with the technology vendor, whereby the Company would provide certain consulting services over an 18-month period. The consulting fee income was recognized on a straight-line basis over the service period. The Company recorded a total of $1.7 million for the year ended December 31, 2022 from the technology vendor which is included in the line item “Other income” on the consolidated statements of operations.

In September 2022, the Company and the technology vendor mutually agreed to terminate the services being provided under both the original agreement as well as the CSA. Per the terms of the respective termination agreements, neither the Company nor the technology vendor will have any further obligations to provide future services. As part of the termination, the technology vendor returned 193,906 shares of the Company’s common stock previously issued. As of December 31, 2022, the Company wrote off the remaining balance of the prepaid service contract of $532,000 and the Company received $950,000 which is included in the line item “Other income” on the consolidated statements of operations.

Siebert 2023 Form-10K 52

The expense related to share-based payments to the technology vendor for professional services was $0 and $239,000 for the years ended December 31, 2023 and 2022, respectively. The total expense related to the technology vendor was $0 and $711,000 for the years ended December 31, 2023 and 2022, respectively, which is included in “Technology and communications” on the consolidated statements of operations.

8. Fair Value Measurements

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

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

	As of December 31, 2024
	Level 1		Level 2		Level 3		Total
Assets
Cash and securities segregated for regulatory purposes
U.S. government securities	$	68,758,000	$	—	$	—	$	68,758,000

Securities owned, at fair value
U.S. government securities	$	20,086,000	$	—	$	—	$	20,086,000
Certificates of deposit		—		112,000		—		112,000
Corporate bonds		—		2,000		—		2,000
Options		58,000		—		—		58,000
Equity securities		1,055,000		72,000		—		1,127,000
Total Securities owned, at fair value	$	21,199,000	$	186,000	$	—	$	21,385,000

Liabilities
Securities sold, not yet purchased, at fair value
Equity securities	$	1,000	$	—	$	—	$	1,000
Options		25,000						25,000
Total Securities sold, not yet purchased, at fair value	$	26,000	$	—	$	—	$	26,000

	As of December 31, 2023
	Level 1		Level 2		Level 3		Total
Assets
Cash and securities segregated for regulatory purposes
U.S. government securities	$	115,515,000	$	—	$	—	$	115,515,000

Securities owned, at fair value
U.S. government securities	$	17,636,000	$	—	$	—	$	17,636,000
Certificates of deposit		—		114,000		—		114,000
Corporate bonds		—		3,000		—		3,000
Options		2,000		—		—		2,000
Equity securities		146,000		137,000		—		283,000
Total Securities owned, at fair value	$	17,784,000	$	254,000	$	—	$	18,038,000

Liabilities
Securities sold, not yet purchased, at fair value
Equity securities	$	2,000	$	—	$	—	$	2,000
Total Securities sold, not yet purchased, at fair value	$	2,000	$	—	$	—	$	2,000

	As of December 31, 2022
	Level 1		Level 2		Level 3		Total
Assets
Cash and securities segregated for regulatory purposes
U.S. government securities	$	140,978,000	$	—	$	—	$	140,978,000
Securities owned, at fair value
U.S. government securities	$	2,808,000	$	—	$	—	$	2,808,000
Certificates of deposit		—		92,000		—		92,000
Municipal securities		—		52,000		—		52,000
Corporate bonds		—		7,000		—		7,000
Equity securities		63,000		182,000		—		245,000
Total Securities owned, at fair value	$	2,871,000	$	333,000	$	—	$	3,204,000
Liabilities
Securities sold, not yet purchased, at fair value
Equity securities	$	2,000	$	—	$	—	$	2,000
Total Securities sold, not yet purchased, at fair value	$	2,000	$	—	$	—	$	2,000

F-26

~~Siebert~~The Company ~~2023~~had ~~Form-10K 53~~U.S. government securities with the market values and maturity dates for the periods indicated below:

The Company had U.S. government securities, certificates of deposit, municipal securities, and corporate bonds with the market values and maturity dates for the periods indicated below:

	As of December 31, 2024
Maturing in 2025	$	80,739,000
Maturing in 2026		8,019,000
Accrued interest		86,000
Total Market value	$	88,844,000

	As of December 31, 2023
Maturing in 2023	$	30,000,000
Maturing in 2024		98,931,000
Maturing in 2025		3,965,000
Maturing after 2025		115,000
Accrued interest		255,000
Accrued interest		257,000
Total Market value	$	133,151,000
Total Market value	$	133,268,000

	As of December 31, 2022
Maturing in 2023	$	106,873,000
Maturing in 2024		36,506,000
Maturing after 2024		150,000
Accrued interest		409,000
Total Market value	$	143,938,000

Financial Assets Measured at Fair Value on a Non-Recurring Basis

~~The following~~As ~~table~~a ~~represents~~result ~~information~~of ~~for~~the ~~assets~~2023 ~~measured~~transaction discussed atin ~~fair~~Note ~~value~~3 on– aTransactions ~~nonrecurring~~with ~~basis~~Tigress, ~~and displays~~ the ~~carrying~~Company ~~value~~recognized ~~after measurement~~an asimpairment ofcharge ~~the~~for ~~periods~~its ~~indicated.~~investment ~~The~~in ~~fair~~Tigress ~~value~~of ~~measurement~~approximately $185,000 during isthe ~~nonrecurring~~year asended ~~these~~December ~~assets~~31, ~~are~~2023, ~~measured~~which atis ~~fair~~included ~~value~~in ~~only~~“Impairment ~~when there~~of isinvestments” ain ~~triggering~~the ~~event~~consolidated statements (eof operations.~~g.,~~ anThe ~~evidence~~fair value of ~~impairment).~~the ~~Assets~~Company’s ~~included~~investment in ~~the~~Tigress ~~table~~was ~~are~~determined ~~those~~using ~~that~~observed ~~were~~current ~~impaired~~market ~~during the respective~~prices ~~reporting~~of ~~periods~~Tigress’ ~~and~~membership interests that ~~are~~were ~~still~~below ~~held~~the asCompany’s carrying value of ~~the~~its ~~reporting~~equity ~~date~~investment in Tigress. ~~The~~Following the ~~estimated~~transaction, ~~fair~~the ~~values~~Company ~~for~~had ~~these~~no ~~amounts~~remaining ~~were~~interest ~~determined~~in ~~using significant~~Tigress ~~unobservable~~as ~~inputs~~of ~~(Level~~December 3)31, 2024.

	As of December 31
	2023		2022
Equity method investment in related party	$	—	$	2,584,000

As a result of the 2023 transaction discussed in Note 3 – Transactions with Tigress and Hedge Connection, the Company recognized an impairment charge for its investment in Tigress of approximately $185,000 during the year ended December 31, 2023, which is included in “Impairment of investments” on the consolidated statements of operations. The fair value of the Company’s investment in Tigress was determined using observed current market prices of Tigress’ membership interests that were below the Company’s carrying value of its equity investment in Tigress. Following the transaction, the Company had no remaining interest in Tigress.

As a result of the 2022 transaction discussed Note 3 – Transactions with Tigress and Hedge Connection, the Company recognized an impairment charge for its investment in Tigress of approximately $4,015,000 for the year ended December 31, 2022. The fair value of the Company’s investment in Tigress was determined using the income and market approach. For the income approach, the Company utilized estimated discounted future cash flow expected to be generated by Tigress. For the market approach, the Company utilized market multiples of revenue and earnings derived from comparable publicly-traded companies.

Financial Assets and Liabilities Not Carried at Fair Value

~~The~~Financial assets and liabilities ~~following~~not measured at fair value are recorded at carrying value, which approximates fair value either due to their short-term nature, or in the case of long-term assets or liabilities, management has determined the difference in the carrying value and fair value is immaterial. The tables below represents financial instruments in which the ending balances as of December 31, ~~2023~~2024 and ~~2022~~2023 ~~that~~ are not carried at fair value in the ~~consolidated~~ statements of financial condition:

Short-term financial instruments: The carrying value of short-term financial instruments, including cash and cash equivalents as well as cash and securities segregated for regulatory purposes, are recorded at amounts that approximate the fair value of these instruments. These financial instruments generally expose the Company to limited credit risk and have no stated maturities or have short-term maturities and carry interest rates that approximate market rates. The Company had no cash equivalents for regulatory purposes as of December 31, 2023 and 2022. Securities segregated for regulatory purposes consist solely of U.S. government securities and are included in the fair value hierarchy table above. Cash and cash equivalents and cash and securities segregated for regulatory purposes are classified as level 1.

	As of December 31, 2024
	Carrying Value		Fair Value		Level 1		Level 2		Level 3
Financial assets, not measured at fair value
Cash and cash equivalents	$	32,629,000	$	32,629,000	$	32,629,000	$	—	$	—
Cash – segregated for regulatory purposes		135,829,000		135,829,000		135,829,000		—		—
Securities borrowed		139,040,000		139,040,000		—		139,040,000		—
Receivables from customers		84,367,000		84,367,000		—		84,367,000		—
Receivables from non-customers		607,000		607,000		—		607,000		—
Receivables from broker-dealers and clearing organizations		3,920,000		3,920,000		—		3,920,000		—
Other receivables		2,744,000		2,744,000		—		2,744,000		—
Deposits with broker-dealers and clearing organizations		4,227,000		4,227,000		—		4,227,000		—
Total financial assets, not measured at fair value	$	403,363,000	$	403,363,000	$	168,458,000	$	234,905,000	$	—

Financial liabilities, not measured at fair value
Securities loaned	$	184,962,000	$	184,962,000	$	—	$	184,962,000	$	—
Payables to customers		227,129,000		227,129,000		—		227,129,000		—
Payables to non-customers		3,297,000		3,297,000		—		3,297,000		—
Drafts payable		1,331,000		1,331,000		—		1,331,000		—
Payables to broker-dealers and clearing organizations		444,000		444,000		—		444,000		—
Deferred contract incentive		496,000		496,000		—		496,000		—
Long-term debt		4,228,000		4,228,000		—		4,228,000		—
Contract termination liability		2,567,000		2,567,000		—		2,567,000		—
Total financial liabilities, not measured at fair value	$	424,454,000	$	424,454,000	$	—	$	424,454,000	$	—

~~Siebert 2023 Form~~F-~~10K 54~~27

Receivables and other assets: Receivables from customers, receivables from non-customers, receivables from and deposits with broker-dealers and clearing organizations, other receivables, and prepaid expenses and other assets are recorded at amounts that approximate fair value and are classified as level 2 under the fair value hierarchy. The Company may hold cash equivalents related to rent deposits in prepaid expenses and other assets that are categorized as level 2 under the fair value hierarchy.

	As of December 31, 2023
	Carrying Value		Fair Value		Level 1		Level 2		Level 3
Financial assets, not measured at fair value
Cash and cash equivalents	$	5,735,000	$	5,735,000	$	5,735,000	$	—	$	—
Cash – segregated for regulatory purposes		158,802,000		158,802,000		158,802,000		—		—
Securities borrowed		394,709,000		394,709,000		—		394,709,000		—
Receivables from customers		72,823,000		72,823,000		—		72,823,000		—
Receivables from non-customers		241,000		241,000		—		241,000		—
Receivables from broker-dealers and clearing organizations		3,863,000		3,863,000		—		3,863,000		—
Other receivables		2,424,000		2,424,000		—		2,424,000		—
Deposits with broker-dealers and clearing organizations		7,885,000		7,885,000		—		7,885,000		—
Total financial assets, not measured at fair value	$	646,482,000	$	646,482,000	$	164,537,000	$	481,945,000	$	—

Financial liabilities, not measured at fair value
Securities loaned	$	419,433,000	$	419,433,000	$	—	$	419,433,000	$	—
Payables to customers		289,777,000		289,777,000		—		289,777,000		—
Payables to non-customers		713,000		713,000		—		713,000		—
Drafts payable		1,726,000		1,726,000		—		1,726,000		—
Payables to broker-dealers and clearing organizations		481,000		481,000		—		481,000		—
Deferred contract incentive		1,246,000		1,246,000		—		1,246,000		—
Long-term debt		4,313,000		4,313,000		—		4,313,000		—
Contract termination liability		4,462,000		4,462,000		—		4,462,000		—
Total financial liabilities, not measured at fair value	$	722,151,000	$	722,151,000	$	—	$	722,151,000	$	—

Securities borrowed and securities loaned: Securities borrowed and securities loaned are recorded at amounts which approximate fair value and are primarily classified as level 2 under the fair value hierarchy. The Company’s securities borrowed and securities loaned balances represent amounts of equity securities borrow and loan contracts and are marked-to-market daily in accordance with standard industry practices which approximate fair value.

Investments, cost: The Company’s non-marketable equity securities are investments in privately held companies without readily determinable market values due to the absence of quoted market prices, the inherent lack of liquidity and the fact that inputs used to measure fair value are unobservable and require management’s judgment. As there is no readily determinable fair value, the carrying amount of these investments minus impairment approximates the fair value. The cost will be adjusted upwards or downwards in accordance with observable market transactions. Under the fair value hierarchy, investments, cost is classified as level 3.

Payables: Payables to customers, payables to non-customers, drafts payable, payables to broker-dealers and clearing organizations, accounts payable and accrued liabilities, and taxes payable are recorded at amounts that approximate fair value due to their short-term nature and are classified as level 2 under the fair value hierarchy.

Deferred contract incentive: The carrying amount of the deferred contract incentive approximates fair value due to the relative short-term nature of the liability. Under the fair value hierarchy, the deferred contract incentive is classified as level 2.

Long-term debt: The carrying amount of the mortgage with East West Bank approximates the fair value at the time of issuance as it reflected terms that approximated market terms for similar arrangements. During the periods presented, the interest rate has increased to reflect current market terms, which would favorably reduce the fair value of long-term debt. Under the fair value hierarchy, the mortgage is classified as level 2.

Contract settlement liability: The carrying amount of the contract settlement liability approximates fair value which is the present value of the payments at a discount rate as of the date of the agreement. Under the fair value hierarchy, the contract settlement liability is classified as level 2.

9. Property, Office Facilities, and Equipment, Net

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

	As of December 31
	As of December 31,
	2023			2022
	2024			2023
Property	$	6,815,000		$	6,815,000
Office facilities		24,~~475~~165,000			2,~~616~~475,000
Equipment		~~726~~945,000			~~674~~726,000
Total Property, office facilities, and equipment		1011,~~016~~925,000			10,~~105~~016,000
Less accumulated depreciation		(~~612~~1,680,000	)		(1612,~~777,~~000	)
Total Property, office facilities, and equipment, net	$	910,~~404~~245,000		$	89,~~328~~404,000

Total depreciation expense for property, office facilities, and equipment was $~~589~~814,000 and $~~404~~589,000 for the years ended December 31, ~~2023~~2024 and ~~2022~~2023, respectively.

On July 7, 2023, the Company entered into a new lease agreement for office space in the World Financial Center in New York City. For the years ended December 31, 2024 and 2023, the Company invested $828,000 and $129,000 to build out the New York office space, respectively. Depreciation expense commenced in March 2024, when the New York office space was placed into service.

In the second quarter of 2024, the Company completed the construction of its office in Omaha, Nebraska, investing $211,000 during the year ended December 31, 2024.

Miami Office Building

On December 30, 2021, the Company purchased the Miami office building located at 653 Collins Ave, Miami Beach, FL (“Miami office building”). The Miami office building contains approximately 12,000 square feet of office space and serves as the headquarters of the Company.

~~Siebert~~Depreciation expense commenced in April 2023 ~~Form-10K 55~~when the Miami office building was completed and placed in service. The Company invested $393,000 and $1,313,000 in the years ended December 31, 2024 and 2023, respectively, to build out the Miami office building.

Depreciation expense commenced in April 2023 when the Miami office building was completed and placed in service. The Company invested $1,313,000 and $985,000 in the years ended December 31, 2023 and 2022, respectively, to build out the Miami office building.F-28

10. Software, Net

Software consisted of the following as of the periods indicated:

	As of December 31
	As of December 31,
	2023			2022
	2024			2023
Robo-advisor	$	—		$	763,000
Software	$	1,774,000		$	1,081,000
Other software		1,716,000			3,342,000
Retail Platform		4,093,000			635,000
Total Software		15,~~716~~867,000			41,~~105~~716,000
Less accumulated amortization – robo-advisor		—			(763,000	)
Less accumulated amortization – Software		(1,031,000	)		(284,000	)
Less accumulated amortization – other software		(284,000	)		(2,351,000	)
Less impairment – Technology Platform		—			(990,000	)
Total Software, net	$	14,~~432~~836,000		$	~~991~~442,000

The Company capitalized $978,000 in software development costs for a technology platform integration as of December 31, 2023. In the fourth quarter of ~~2022~~2023, the Company reassessed the ~~Company~~strategic ~~partnered~~direction ~~with~~of athe technology ~~vendor~~platform toand ~~develop~~determined athat ~~new~~an ~~Retail~~other ~~Platform.~~than ~~The~~temporary ~~total~~impairment ~~software~~had ~~development~~occurred. The ~~expense~~Company ~~related~~recognized toan ~~this project~~impairment ~~was~~loss of $~~978~~990,000 asfor ofthe year ended December 31, 2023, which ~~all~~is ofincluded ~~which~~in ~~was~~“Depreciation ~~capitalized~~and amortization” in the consolidated statements of operations.

~~During the~~The ~~year~~Company ~~ended~~contracted ~~December~~with a ~~31,~~technology ~~2023,~~vendor in the ~~Company~~fourth ~~decided~~quarter of 2023 to ~~terminate~~support the ~~agreement~~development ~~with~~of the ~~technology~~Retail ~~vendor~~Platform, ~~and~~supplementing ~~reassess~~ its internal technology ~~needs~~resources. The ~~Company~~total ~~decided~~software todevelopment ~~change~~expense ~~the~~related ~~strategic~~to ~~direction~~the ofRetail ~~its~~Platform ~~technology~~was ~~development~~$4,093,000 ~~for~~as ~~its~~of ~~Retail~~December ~~Platform~~31, ~~and~~2024, ~~determined~~all ~~that~~of which anwas ~~other~~capitalized. ~~than~~Amortization ~~temporary~~for ~~impairment of~~ the Retail Platform ~~existed.~~will ~~The~~commence ~~Company~~once ~~recognized~~it anis ~~impairment~~placed ~~loss~~in ~~of $990~~service,~~000~~ ~~for the year ended December 31, 2023,~~ which is ~~included~~expected into ~~“Depreciation~~be ~~and~~in ~~amortization” on~~ the ~~consolidated~~second quarter ~~statements~~ of ~~operations~~2025.

Total amortization of software was $~~442~~485,000 and $~~590~~442,000 for the years ended December 31, ~~2023~~2024 and ~~2022, respectively. As of December 31,~~ 2023, ~~the Company estimates future amortization of current software assets of $560,000, $492,000, $317,000, and $63,000, in the years ended December 31, 2024, 2025, 2026, and 2027,~~ respectively.

As of December 31, 2024, the Company estimates the following future amortization of software assets:

Year	Amount
2025	$	1,036,000
2026		1,077,000
2027		881,000
2028		819,000
2029 and after		1,023,000
Total	$	4,836,000

Transaction with J2 Financial Technology

On January 18, 2024, STCH entered into a Purchase Agreement (the “Purchase Agreement”) with J2 Financial Technology, Inc., d/b/a “Guild”, a Delaware corporation (“J2 Financial”). The transaction was accounted for as an asset acquisition in accordance with Topic 805.

Under the Purchase Agreement, STCH purchased a mobile self-directed trading app for the total purchase price of $385,000. The purchase price consisted of $35,000 of cash and 200,000 restricted shares of the Company’s common stock (priced at the historical 30-day moving average as of January 18, 2024) worth approximately $350,000. This purchase is part of the software related to the Retail Platform and recorded in the line item “Software, net” in the statements of financial condition.

11. Leases

As of December 31, ~~2023~~2024, all of the Company’s leases are classified as operating and primarily consist of office space leases expiring in ~~2024~~2025 through ~~2028~~2029. The Company elected not to include short-term leases (i.e., leases with initial terms of less than twelve months), or equipment leases (deemed immaterial) onin the consolidated statements of financial condition. The Company leases some miscellaneous office equipment, but they are immaterial and therefore the Company records the costs associated with this office equipment onin the consolidated statements of operations rather than capitalizing them as lease right-of-use assets. The balance of the lease right-of-use assets and lease liabilities are displayed onin the consolidated statements of financial condition and the below tables display further detail on the Company’s leases.

On July 7, 2023, the Company entered into a new lease agreement expiring in December 2028 for office space in the World Financial Center in New York City. This office ~~will~~replaced ~~replace~~ the New Jersey office as one of the Company’s key operating centers and the total commitment of the lease is approximately $2.1 million. ~~The estimated build out cost for this office space is approximately $800,000.~~

Lease Term and Discount Rate	As of December 31, 2023			As of December 31, 2022
Weighted average remaining lease term – operating leases (in years)		3.9			2.7
Weighted average discount rate – operating leases		6.9	%		5.0	%

F-29

	Year Ended December 31
	2023		2022
Operating lease cost	$	1,326,000	$	1,299,000
Short-term lease cost		392,000		366,000
Variable lease cost		155,000		290,000
Total Rent and occupancy	$	1,873,000	$	1,955,000
Cash paid for amounts included in the measurement of lease liabilities
Operating cash flows from operating leases	$	1,256,000	$	1,380,000
Lease right-of-use assets obtained in exchange for new lease liabilities
Operating leases	$	1,693,000	$	888,000

In October 2024, the Company transitioned its branch office in Omaha, Nebraska from a month-to-month agreement to a fixed-term commitment of five years expiring in September 2029. In November 2024, the Company entered into a new lease agreement expiring in February 2027 for office space in Chicago. This office is intended to support the expansion of our retail business and will be utilized upon commencement of operations. The total commitment of both leases is approximately 0.5 million.

Siebert 2023 Form-10K 56

Lease Term and Discount Rate	As of December 31, 2024			As of December 31, 2023
Weighted average remaining lease term – operating leases (in years)		3.3			3.9
Weighted average discount rate – operating leases		7.3	%		6.9	%

	Year Ended December 31,
	2024		2023
Operating lease cost	$	1,019,000	$	1,326,000
Short-term lease cost		369,000		392,000
Variable lease cost		243,000		155,000
Total Rent and occupancy	$	1,631,000	$	1,873,000

Cash paid for amounts included in the measurement of lease liabilities
Operating cash flows from operating leases	$	985,000	$	1,256,000

Lease right-of-use assets obtained in exchange for new lease liabilities
Operating leases	$	493,000	$	1,693,000

Lease Commitments

Future annual minimum payments for operating leases with initial terms of greater than one year as of December 31, ~~2023~~2024 were as follows:

Year	Amount
2024	$	938,000
2025	$	1,048,000
2025		861,000
2026		836,000
2026		694,000
2027		594,000
2027		520,000
2028		503,000
2028		443,000
2029		45,000
Remaining balance of lease payments		3,~~456~~026,000
Less: difference between undiscounted cash flows and discounted cash flows		~~470~~353,000
Lease liabilities	$	2,~~986~~673,000

12. Equity Method Investment in Related Party

Transaction with Tigress

The Company’s investment in Tigress was accounted for under the equity method of accounting. In determining whether the investment in Tigress should be accounted for under the equity method of accounting, the Company considered the guidance under FASB ASC 323, – “Investments – Equity Method and Joint Ventures” (“Topic 323”). Prior to the Reorganization Agreement, the Company maintained 24% ownership interest in Tigress, which represented a significant ownership level, the Company and Tigress had common representation on their respective Board of Directors, and certain employees of Tigress were also employees of RISE. Based on these criteria, the Company determined that it was able to exercise significant influence over Tigress, and therefore the equity method of accounting applied for this investment.

After the Reorganization Agreement, the Company owned 17% of Tigress. The Company concluded that it still had significant influence over Tigress due to the representation of Gloria E. Gebbia on the Board of Directors of Tigress. Therefore, the Company continued to account for this investment under the equity method of accounting through the Company’s sale of its interest in Tigress on July 10, 2023.

Under the equity method, the Company recognized its share of Tigress’ income or loss in the line item “Earnings of equity method investment in related party” onin the consolidated statements of operations. The Company has elected to classify distributions received from equity method investees using the cumulative earnings approach. The earnings recognized from the Company’s investment in Tigress was $~~111,000~~0 and ~~a loss of~~ $16111,000 for the years ended December 31, ~~2023~~2024 and ~~2022~~2023, respectively, ~~which~~ which is in the line item “Earnings of equity method investment in related party” onin the consolidated statements of operations.

The Company received cash distributions from Tigress of $0 and $259,000 for the years ended December 31, 2023 and 2022, respectively. As of December 31, 2023 and 2022, the carrying amount of the investment in Tigress was $0 and $2,584,000, respectively. There were no events or circumstances suggesting the carrying amount of the investment was impaired as of December 31, 2022.F-30

~~Below~~The isCompany adid ~~table~~not ~~showing~~receive ~~the~~cash ~~summary~~distributions from Tigress for the ~~consolidated~~years ~~statements~~ended ofDecember ~~operations~~31, 2024 and ~~financial~~2023. ~~condition~~As ~~for~~of ~~Tigress~~both ~~based~~December on31, ~~the~~2024 ~~most recent~~and ~~financials~~2023, ~~prior~~the tocarrying ~~the~~amount ~~transaction~~of onthe ~~July~~investment ~~10,~~in ~~2023~~Tigress ~~(unaudited):~~was $0.

	Six Months Ended June 30, 2023		Year Ended December 31, 2022
Revenue	$	4,039,000	$	8,432,000
Operating income (loss)	$	721,000	$	(132,000	)
Net income (loss)	$	721,000	$	(132,000	)

13. Goodwill and Other Intangible Assets, Net

	As of
	June 30, 2023		December 31, 2022
Assets	$	8,824,000	$	8,169,000
Liabilities	$	5,853,000	$	5,301,000
Stockholders’ Equity	$	2,971,000	$	2,868,000

Goodwill

~~Transaction~~As ~~with~~of ~~Hedge~~December ~~Connection~~31, 2024 and 2023, the Company’s carrying amount of goodwill was $2,319,000 and $1,989,000, respectively. As of December 31, 2024, $1,989,000 of the Company’s carrying amount of goodwill came from the Company’s acquisition of RISE and $330,000 came from the Company’s acquisition of GE. As of December 31, 2024 and 2023, management concluded that there have been no impairments to the carrying value of the Company’s goodwill and no impairment charges related to goodwill were recognized during the years ended December 31, 2024 and 2023. Refer to Note 2 – Summary of Significant Accounting Policies for further information.

~~Prior to~~Other ~~the~~Intangible ~~Termination Agreement with Hedge Connection~~Assets, the Company determined that it was able to exercise significant influence over Hedge Connection as the Company had a significant level of ownership and had the right to appoint a director to Hedge Connection’s Board of Directors. As such, the equity method of accounting applied for this investment, and the Company recognized $0 and $20,000 from its investment in Hedge Connection during the years ended December 31, 2023 and 2022, respectively, which is in the line item “Earnings of equity method investment in related party” on the consolidated statements of operations.Net

~~Siebert~~As ~~2023~~a ~~Form-10K 57~~result of the Company’s acquisition of GE, the Company acquired intangible assets consisting of GE artist contracts, the fair value of which were $778,000 as of the acquisition date. Amortization commenced upon acquisition and is recognized over its estimated useful life of 4 years. Amortization expense for the intangible asset totaled $81,000 for the year ended December 31, 2024.

~~13.~~As ~~Investments~~of December 31, ~~Cost~~2024, the Company estimates the following future amortization of other intangible assets:

As of both December 31, 2023 and 2022, the Company maintained a 2% ownership interest in the Trading Technology Provider.

Year	Amount
2025	$	194,000
2026		194,000
2027		194,000
2028		115,000
Total	$	697,000

In June 2023, in view of the Trading Technology Provider’s business performance and near-term business outlook that were below the Company’s previous expectations, as well as observed market transactions of the Trading Technology Provider’s equity that were below the carrying value of the Company’s investment of the Trading Technology Provider, the Company determined that an other than temporary impairment existed14. For the year ended December 31, 2023, the Company recognized an impairment charge for its investment in the Trading Technology Provider of $850,000, which is included in “Impairment of investments” on the consolidated statements of operations. As of December 31 2023 and 2022, this ownership interest in the Trading Technology Provider was $0 and $850,000, respectively, which is in the line item “Investments, ~~cost”~~Cost ~~on the consolidated statements of financial condition.~~

~~14.~~As ~~Long-Term~~of ~~Debt~~both December 31, 2024 and 2023, the Company maintained a 2% ownership interest in the Trading Technology Provider.

In June 2023, in view of the Trading Technology Provider’s business performance and near-term business outlook that were below the Company’s previous expectations, as well as observed market transactions of the Trading Technology Provider’s equity that were below the carrying value of the Company’s investment of the Trading Technology Provider, the Company determined that an other than temporary impairment existed. For the year ended December 31, 2024, the Company did not recognize any impairment charges related to its investment in the Trading Technology Provider. For the year ended December 31, 2023, the Company recognized an impairment charge for its investment in the Trading Technology Provider of $850,000, which is included in “Impairment of investments” in the consolidated statements of operations. As of December 31, 2024 and 2023, the Company had no investment basis in the Trading Technology Provider.

15. Long-Term Debt

Mortgage with East West Bank

Overview

On December 30, 2021, the Company purchased the Miami office building for approximately $6.8 million, which was partially financed through a mortgage with East West Bancorp, Inc. (“East West Bank”). The mortgage was for approximately $4 million with a commitment for another $338,000 to finance part of the build out of the Miami office building. ~~The~~As ~~Company~~of ~~has~~December ~~utilized~~31, ~~its~~2024 ~~commitment~~and 2023, the Company’s outstanding balance of the mortgage was $~~338~~4,228,000 as ofand ~~December 31~~$4,313,000, ~~2022~~respectively.

The Company’s obligations under the mortgage are secured by a lien on the Miami office building and the term of the loan is ten years. The repayment schedule will utilize a 30-year amortization period, with a balloon on the remaining amount due at the end of ten years. The interest rate is 3.6% for the first 7 years, and thereafter the interest rate shall be at the prime rate as reported by the Wall Street Journal, provided that the minimum interest rate on any term loan will not be less than 3.6%. As part of the agreement, the Company must maintain a debt service coverage ratio of 1.4 to 1. The loan is subject to a prepayment penalty over the first five years which is calculated as a percentage of the principal amount outstanding at the time of prepayment. This percentage is 5% in the first year and decreases by 1% each year thereafter, with the prepayment penalty ending after 5 years. As of December 31, ~~2023~~2024, the Company was in compliance with all of its covenants related to this agreement.

F-31

Remaining Payments

Future remaining annual minimum principal payments for the mortgage with East West Bank as of December 31, ~~2023~~2024 were as follows:

	Amount
Year	Amount
2024	$	84,000
2025	$	88,000
2025		88,000
2026		91,000
2027		95,000
2028		98,000
Thereafter		3,857,000
2029		112,000
Total	$	4,313,000
Thereafter		3,744,000
Total	$	4,228,000

The interest expense related to this mortgage was $~~159~~155,000 and $~~143~~159,000 for the years ended December 31, ~~2023~~2024, and ~~2022~~2023, respectively. As of December 31, ~~2023~~2024, the interest rate for this mortgage was 3.6%.

Loan with East West Bank

Overview

On July 22, 2020, the Company entered into a loan and security agreement with East West Bank. In accordance with the terms of this agreement, the Company had the ability to borrow term loans in an aggregate principal amount not to exceed $10 million during the two-year period following July 22, 2020. The Company originally borrowed approximately $5.0 million and paid off the full remaining balance of the loan of approximately $2.7 million for the year ended December 31, 2023.

Siebert 2023 Form-10K 58

The Company’s obligations under the agreement were secured by a lien on all of the Company’s cash, dividends, stocks and other monies and property from time to time received or receivable in exchange for the Company’s equity interests in and any other rights to payment from the Company’s subsidiaries; any deposit accounts into which the foregoing was deposited and all substitutions, products, proceeds (cash and non-cash) arising out of any of the foregoing. Each term loan had a term of four years, beginning when the draw was made. The repayment schedule utilized a five-year (60 month) amortization period, with a balloon on the remaining amount due at the end of four years.

Term loans made pursuant to the agreement bore interest at the prime rate as reported by the Wall Street Journal, provided that the minimum interest rate on any term loan was not less than 3.25%. In addition to the foregoing, on the date that each term loan was made, the Company paid to the lender an origination fee equal to 0.25% of the principal amount of such term loan. Pursuant to the loan agreement, the Company paid all lender expenses in connection with the loan agreement.

This agreement contained certain financial and non-financial covenants. The financial covenants were that the Company must maintain a debt service coverage ratio of 1.35 to 1, an effective tangible net worth of a minimum of $25 million, and MSCO must maintain a net capital ratio that is not less than 10% of aggregate debit items. Certain other non-financial covenants included that the Company must promptly notify East West Bank of the creation or acquisition of any subsidiary that at any time owns assets with a value of $100,000 or greater. As of June 30, 2023 and December 31, 2022, the interest rate for this loan was 8.0% and 7.5%, respectively.

The interest expense related to the loan was $103,000 and $144,000 for the years ended December 31, 2023 and 2022, respectively.

15. Notes Payable - Related Party

During 2022 the Company had notes payable to Gloria E. Gebbia and Hedge Connection of $3 million and $600,000, respectively; however, as of December 31, 2022, the Company had no outstanding balance on these notes payables. During the year ended December 31, 2023, the Company did not have notes payable to Gloria E. Gebbia. The Company’s interest expense for these notes payable for the year ended December 31, 2022 was $151,000.

16. Deferred Contract Incentive

As part of this agreement, the Company received a one-time business development credit of $3 million from NFS, and NFS will pay the Company four annual credits of $100,000, which are recorded in the line item “Deferred contract incentive” onin the consolidated statements of financial condition. Annual credits shall be paid on the anniversary of the date on which the first credit was paid. The business development credit and annual credits will be recognized as contra expense over four years and one year, respectively, in the line item “Clearing fees, including execution costs” onin the consolidated statements of operations. The amendment also provides for an early termination fee if the Company chooses to end its agreement before the end of the contract term.

In relation to this agreement, the Company recognized $850,000 in contra expense for both the years ended December 31, ~~2023~~2024, and ~~2022~~2023. The balance of the deferred contract incentive was approximately $10.25 million and $21.02 million as of December 31, ~~2023~~2024 and ~~2022~~2023, respectively.

17. ~~Revenue~~Income ~~Recognition~~Taxes

Refer to Note 2 – Summary of Significant Accounting Policies for detail on the Company’s primary sources of revenue and the corresponding accounting treatment. Information related to items that impact certain revenue streams within the periods presented is shown below.

Principal Transactions and Proprietary Trading

The Company regularly invests in treasury bill and treasury notes, which are primarily in the line item “Cash and securities segregated for regulatory purposes” on the consolidated statements of financial condition, in order to enhance its yield on its excess 15c3-3 deposits. During 2022, there was an increase in U.S. government securities yields, which created an unrealized loss on the Company’s U.S. government securities portfolio. In 2023, the Company recorded the reversal of the unrealized loss resulting in a realized and unrealized gain due to the securities coming closer to maturity, the latest maturity being April 2025. Refer to Note 8 – Fair Value Measurements for additional detail.

Siebert 2023 Form-10K 59

The following table represents detail related to principal transactions and proprietary trading.

	Year Ended December 31
	2023		2022			Year over Year Increase
Principal transactions and proprietary trading
Realized and unrealized gain on primarily riskless principal transactions	$	9,275,000	$	7,643,000		$	1,632,000
Realized and unrealized gain (loss) on portfolio of U.S. government securities		3,819,000		(3,900,000	)		7,719,000
Total Principal transactions and proprietary trading	$	13,094,000	$	3,743,000		$	9,351,000

Stock Borrow / Stock Loan

For the years ended December 31, 2023 and 2022, stock borrow / stock loan revenue was $16,172,000 ($47,166,000 gross revenue less $30,994,000 expenses) and $14,518,000 ($33,883,000 gross revenue less $19,365,000 expenses), respectively.

Interest, Marketing and Distribution Fees

For the years ended December 31, 2023 and 2022, interest, marketing and distribution fees was $29,577,000 ($30,036,000 gross revenue less $459,000 expenses) and $17,234,000 ($17,908,000 gross revenue less $674,000 expenses), respectively.

Other Income

The Company earned $265,000 and $137,000 in income for the years ended December 31, 2023 and 2022, respectively, in relation to its agreement with Jones Trading.

18. Income Taxes

The Company’s provision for (benefit from) income taxes is comprised of the following:

	Year Ended December 31
	Year Ended December 31,
	2023			2022
	2024			2023
Current
Federal	$	32,~~023~~607,000		$	~~(749~~3,023,000	)
State and local		~~499~~472,000			~~104~~499,000
Total Current		3,~~522~~079,000			~~(645~~3,522,000	)
Deferred
Federal	$	~~(366~~520,000	)	$	(~~305~~366,000	)
State and local		~~259~~566,000			~~(350~~259,000	)
Total Deferred		~~(107~~1,086,000	)		(~~655~~107,000	)
Total Provision for (benefit from) income taxes	$	34,~~415~~165,000		$	(13,~~300~~415,000	)

F-32

The Company’s effective tax rate differs from the U.S. federal statutory income tax rate of 21% for the periods indicated are as follows:

	Year Ended December 31
	Year Ended December 31,
	2023			2022
	2024			2023
Federal statutory income tax rate		21.0	%		21.0	%
Goodwill amortization		(21.56	)%		6(2.5	)%
Non-deductible fines and penalties		—	%		—	%
Permanent differences		0.4	%		2.7	%
Share based compensation		—	%		—	%
State and local taxes, net of federal benefit		5.4	%		5.7	%
Permanent differences		2.7	%		(6.1	)%
Change in valuation allowance		(0.8	)%		2.4	%
State and local taxes, net of federal benefit		5.7	%		9.4	%
Other		(0.5	)%		1.1	%
Change in valuation allowance		2.4	%		2.0	%
Effective tax rate		23.9	%		30.4	%
Other		1.1	%		(2.5	)%
Effective tax rate		30.4	%		30.3	%

Siebert 2023 Form-10K 60

Deferred income taxes reflect the net tax effects of temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for income tax purposes. Significant components of the Company’s deferred tax assets and liabilities are as follows:

	As of December 31
	As of December 31,
	2023			2022
	2024			2023
Deferred tax assets:
Net operating losses	$	32,~~393~~971,000		$	53,~~023~~393,000
Lease liabilities		~~840~~676,000			~~648~~840,000
Share-based compensation		—31,000			—
Investment in Tigress		—			775,000
Intangible assets		25,000			—
Investment in RISE		~~123~~122,000			10123,000
Investment in OpenHand		239,000			—
Investment in Trading Technology Provider		215,000			239,000
R&D costs capitalization		~~142~~187,000			—142,000
Settlement liability related to Kakaopay termination		1649,~~253,~~000			—1,253,000
Capital loss carryover		~~803~~719,000			—803,000
Other		79113,000			4579,000
Subtotal		65,~~872~~708,000			6,~~501~~872,000
Less: valuation allowance		(1,~~243~~104,000	)		(~~978~~1,243,000	)
Total Deferred tax assets	$	54,~~629~~604,000		$	5,~~523~~629,000
Deferred tax liabilities:
Fixed assets	$	(1,~~125~~186,000	)	$	(1,~~126~~125,000	)
Total Deferred tax liabilities		(1,~~125~~186,000	)		(1,~~126~~125,000	)
Net Deferred tax assets	$	43,~~504~~418,000		$	4,~~397~~504,000

In assessing the Company’s ability to recover its deferred tax assets, the Company evaluated whether it is more likely than not that some portion or the entire deferred tax asset will be realized. The ultimate realization of deferred tax assets is dependent upon the generation of future taxable income in those periods in which temporary differences become deductible and/or net operating losses can be utilized. The Company considered all positive and negative evidence when determining the amount of the net deferred tax assets that are more likely than not to be realized. This evidence includes, but is not limited to, historical earnings, scheduled reversal of taxable temporary differences, tax planning strategies and projected future taxable income.

Based on historical operating profitability, positive trend of earnings and projected future taxable income, the Company concluded as of December 31, ~~2023~~2024 that its U.S. deferred tax assets are realizable on a more-likely-than-not basis with the exception of capital loss carryforward and certain investments that will result in future capital losses ~~and certain state net operating losses~~. The amount of the Company’s valuation allowance ~~increased~~decreased by $~~265~~139,000 during ~~2023~~2024. The Company will continue to evaluate its deferred tax assets to determine whether any changes in circumstances could affect the realization of their future benefit. If it is determined in future periods that portions of the Company’s deferred income tax assets satisfy the realization standards, the valuation allowance will be reduced accordingly.

As of December 31, 2023, the Company had U.S. federal net operating loss carryforwards of approximately $4.6 million which expire in varying amounts starting in 2035 to 2036 if not utilized but available to offset 100% of future taxable income. The U.S. federal net operating loss carryforwards are subject to annual limitation under Section 382.F-33

~~Siebert~~As of ~~2023~~December ~~Form-10K 61~~31, 2024, the Company had U.S. federal net operating loss carryforwards of approximately $3.7 million which expire in varying amounts starting in 2035 to 2036 if not utilized. These net operating losses are available to offset 100% of future taxable income. However, these U.S. federal net operating loss carryforwards are subject to annual limitation under Section 382.

A reconciliation of the beginning and ending amount of unrecognized tax benefits, excluding interest and penalties, is as follows:

	Amount
Balance as of December 31, 2021	$	2,418,000
Additions for tax positions taken during current year		—
Additions for tax positions taken during prior year		12,000
Reductions for tax positions taken during prior years		(834,000	)
Settlements		—
Expirations of statutes of limitations		—
Balance as of December 31, 2022	$	1,596,000
Additions for tax positions taken during current year		15,000
Additions for tax positions taken during prior year		—
Reductions for tax positions taken during prior years		(2,000	)
Settlements		—
Expirations of statutes of limitations		(204,000	)
Balance as of December 31, 2023	$	1,405,000
Additions for tax positions taken during current year		19,000
Additions for tax positions taken during prior year		—
Reductions for tax positions taken during prior years		—
Settlements		—
Expirations of statutes of limitations		(70,000	)
Balance as of December 31, 2024	$	1,354,000

The unrecognized tax benefit of $1,~~405~~354,000 and $1,~~596~~405,000 as of December 31, ~~2023~~2024 and ~~2022~~2023, respectively, are recorded in the line item “Taxes payable” onin the consolidated statements of financial condition. Of the amounts reflected above as of December 31, ~~2023~~2024 and ~~2022~~2023, the entire amount would reduce the Company’s effective tax rate if recognized. The Company records accrued interest and penalties related to income tax matters as part of the provision for income taxes. For the years ended December 31, ~~2023~~2024 and ~~2022~~2023, the Company recognized expense related to interest and penalties on unrecognized tax benefits of $~~118~~153,000 and $~~100~~118,000, respectively. For the years ended December 31, ~~2023~~2024 and ~~2022~~2023, the accrued balance of interest and penalties on unrecognized tax benefits was $~~245~~397,000 and $~~127~~245,000, respectively. ~~The~~In ~~Company~~the ~~does~~next ~~not~~12 ~~believe~~months, ~~that~~ the amount of unrecognized tax benefits ~~will~~is ~~significantly~~expected ~~increase~~to or decrease ~~within~~by ~~the~~$1,292,000 ~~next~~due 12to ~~months~~lapse in statute of limitations in 2025.

The Company files a federal income tax return and income tax returns in various state tax jurisdictions. The Company is not currently under examination by the IRS or any state or local taxing authority for any tax year. The open tax years for the federal and state income tax filings isare generally ~~2020~~2021 through ~~2023~~2024.

On October 8, 2021, the Organization for Economic Co-operation and Development (OECD) announced the OECD/G20 Inclusive Framework on Base Erosion and Profit Shifting which agreed to a two-pillar solution to address tax challenges arising from digitalization of the economy. On December 20, 2021, the OECD released Pillar Two Model Rules defining the global minimum tax, which calls for the taxation of a minimum rate of 15% for multinational companies with consolidated revenue above €750 million. ~~Various~~The ~~foreign~~Company ~~jurisdictions~~continues ~~are~~to inevaluate the ~~process~~Pillar ofTwo ~~enacting~~Framework ~~legislation~~and toits ~~adopt~~potential aimpact ~~minimum effective tax rate. The OECD continues to release additional guidance~~ on ~~the~~future ~~two-pillar~~periods, ~~solution with~~however anbased ~~implementation anticipated by 2024. Based~~ on the fact that the Company’s operations are all located within the United ~~State~~ States and is below current revenue thresholds contained in the Pillar Two Model Rules, the Company expects to be outside the scope of the implementation of the reporting requirements ~~for 2024~~.

~~19. Capital Requirements~~F-34

18. Capital Requirements

MSCO

Net Capital

MSCO is subject to the Uniform Net Capital Rules of the SEC (Rule 15c3-1) of the Exchange Act. Under the alternate method permitted by this rule, net capital, as defined, shall not be less than the lower of $1 million or 2% of aggregate debit items arising from customer transactions. As of December 31, ~~2023~~2024, MSCO’s net capital was $5663.19 million, which was approximately $5462.30 million in excess of its required net capital of $1.89 million, and its percentage of aggregate debit balances to net capital was 6365.4284%.

As of December 31, ~~2022~~2023, MSCO’s net capital was $3056.61 million, which was approximately $2954.23 million in excess of its required net capital of $1.48 million, and its percentage of aggregate debit balances to net capital was 4463.4942%.

Special Reserve Account

MSCO is subject to Customer Protection Rule 15c3-3 which requires segregation of funds in a special reserve account for the exclusive benefit of customers. As of December 31, ~~2023~~2024, MSCO had cash and securities deposits of $~~273~~203.13 million (cash of $~~157~~134.65 million, securities with a fair value of $~~115~~68.58 million) in the special reserve accounts which was $269.25 million in excess of the deposit requirement of $~~246~~193.98 million. After adjustments for deposit(s) and / or withdrawal(s) made on January 2, ~~2024~~2025, MSCO had $31.27 million in excess of the deposit requirement.

~~Siebert~~As of December 31, 2023, ~~Form-10K 62~~MSCO had cash and securities deposits of $273.1 million (cash of $157.6 million, securities with a fair value of $115.5 million) in the special reserve accounts which was $26.2 million in excess of the deposit requirement of $246.9 million. After adjustments for deposit(s) and / or withdrawal(s) made on January 2, 2024, MSCO had $3.2 million in excess of the deposit requirement.

As of December 31, ~~2022~~2024, ~~MSCO~~the Company ~~had~~was ~~cash~~subject ~~and~~to ~~securities~~the ~~deposits~~PAB ofAccount ~~$276.2 million~~Rule ~~(cash~~15c3-3 of ~~$135.2~~the ~~million,~~SEC ~~securities~~which ~~with~~requires segregation of funds in a ~~fair~~special ~~value~~reserve account for the exclusive benefit of proprietary accounts of introducing broker-dealers. As of December 31, 2024, the Company had $~~141~~1.03 million) in the special reserve ~~accounts~~account which was approximately $110.9 1 million in excess of the deposit requirement of approximately $~~264~~1.3 2 million. The Company made no subsequent deposits or withdrawals on January 32, ~~2023~~2025.

As ~~of December 31, 2023, the~~ ~~Company was subject to the PAB Account Rule 15c3-3~~ of ~~the SEC which requires segregation of funds in a special reserve account for the exclusive benefit of proprietary accounts of introducing broker-dealers. As of~~ December 31, 2023, the Company had $1.2 million in the special reserve account which was approximately $0.2 million in excess of the deposit requirement of approximately $1.0 million. The Company made no subsequent deposits or withdrawals on January 2, 2024. ~~As of December 31, 2022, the Company did not hold any proprietary accounts of introducing broker-dealers.~~

RISE

Net Capital

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

As of both December 31, 2024 and 2023, RISE’s net capital was approximately $1.3 million which was $1.0 million in excess of its minimum requirement of $250,000 ~~under 15c3-1. As of~~ ~~December 31, 2022, RISE’s net capital was approximately $1.2 million which was $0.9 million in excess of its minimum requirement of $250,000~~ under 15c3-1.

~~20. Financial Instruments With Off~~F-~~Balance Sheet Risk~~35

19. Financial Instruments with Off-Balance Sheet Risk

Credit Risk

The Company is engaged in various trading and brokerage activities whose counterparties include broker-dealers, banks and other financial institutions.

In the event the counterparties do not fulfill their obligations, the Company may sustain a loss if the market value of the instrument is different from the contract value of the transaction. The risk of default primarily depends upon the credit worthiness of the counterparties involved in the transactions. It is the Company’s policy to review, as necessary, the credit standing of each counterparty with which it conducts business. The Company experienced no material historical losses in relation to its counterparties for the years ended December 31, ~~2023~~2024 and ~~2022~~2023.

Off-Balance Sheet Risks

The Company enters into various transactions to meet the needs of customers, conduct trading activities, and manage market risks and is, therefore, subject to varying degrees of market and credit risk.

In the normal course of business, the Company’s customer activities involve the execution, settlement, and financing of various customer securities transactions. These activities may expose the Company to off-balance sheet risk in the event the customer or other broker is unable to fulfill their contracted obligations and the Company has to purchase or sell the financial instrument underlying the contract at a loss.

The Company’s customer securities activities are transacted on either a cash or margin basis. In margin transactions, the Company extends credit to its customers, subject to various regulatory and internal margin requirements, and is collateralized by cash and securities in the customers’ accounts. In connection with these activities, the Company executes and clears customer transactions involving the sale of securities not yet purchased, substantially all of which are transacted on a margin basis subject to individual exchange regulations.

Such transactions may expose the Company to off-balance sheet risk in the event margin requirements are not sufficient to fully cover losses that customers may incur. In the event the customer fails to satisfy obligations, the Company may be required to purchase or sell financial instruments at prevailing market prices to fulfill the customer’s obligations.

The Company seeks to control the risks associated with its customer activities by requiring customers to maintain margin collateral in compliance with various regulatory requirements and internal guidelines which meet or exceed regulatory requirements. The Company monitors required margin levels daily and pursuant to such guidelines, requires customers to deposit additional collateral or to reduce positions when necessary.

The Company’s customer financing and securities settlement activities may require the Company to pledge customer securities as collateral in support of various secured financing sources such as bank loans and securities loaned. In the event the counterparty is unable to meet its contractual obligation to return customer securities pledged as collateral, the Company may be exposed to the risk of acquiring the securities at prevailing market prices in order to satisfy its customer obligations. The Company seeks to mitigate this risk by monitoring the market value of securities pledged on a daily basis and by requiring adjustments of collateral levels in the event of excess market exposure. In addition, the Company establishes credit limits for such activities and continuously monitors compliance.

~~Siebert~~The ~~2023~~Company’s ~~Form~~securities lending transactions are subject to master netting agreements with other broker-~~10K 63~~dealers; however, amounts are presented gross in the consolidated statements of financial condition and as net in the consolidated statements of operations for both of the periods presented. The Company further mitigates risk by using a program with a clearing organization which guarantees the return of cash to the Company as well as using industry standard software to ensure daily changes to market value are continuously updated and any changes to collateralization are immediately covered. The Company accounts for securities lending transactions in accordance with Subtopic 210-20.

~~The Company’s securities lending transactions are subject to master netting agreements with other broker~~F-dealers; however, amounts are presented gross on the consolidated statements of financial condition and as net on the consolidated statements of operations for both of the periods presented. The Company further mitigates risk by using a program with a clearing organization which guarantees the return of cash to the Company as well as using industry standard software to ensure daily changes to market value are continuously updated and any changes to collateralization are immediately covered.36

As of December 31, ~~2023~~2024, the Company had margin loans extended to its customers of approximately $~~338~~403.18 million, of which $7284.84 million is in the line item “Receivables from customers” onin the consolidated statements of financial condition. As of December 31, ~~2022~~2023, the Company had margin loans extended to its customers of approximately $~~365~~338.41 million, of which ~~$52~~72.18 million is in the line item “Receivables from customers” onin the consolidated statements of financial condition. There were no material losses for unsettled customer transactions for the years ended December 31, ~~2023~~2024 and ~~2022~~2023.

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

	As of December 31, 2024
	Gross Amounts of Recognized Assets and Liabilities		Gross Amounts Offset in the Consolidated Statements of Financial Condition¹		Net Amounts Presented in the Consolidated Statements of Financial Condition		Collateral Received or Pledged²		Net Amount³
Assets
Securities borrowed	$	139,040,000		—	$	139,040,000	$	126,484,000	$	12,556,000
Liabilities
Securities loaned	$	184,962,000		—	$	184,962,000	$	170,780,000	$	14,182,000

	As of December 31, 2023
	Gross Amounts of Recognized Assets and Liabilities		Gross Amounts Offset in the Consolidated Statements of Financial Condition¹		Net Amounts Presented in the Consolidated Statements of Financial Condition		Collateral Received or Pledged²		Net Amount³
Assets
Securities borrowed	$	394,709,000		—	$	394,709,000	$	371,076,000	$	23,633,000
Liabilities
Securities loaned	$	419,433,000		—	$	419,433,000	$	404,312,000	$	15,121,000

⁽¹⁾	Amounts represent recognized assets and liabilities that are subject to enforceable master agreements with rights of setoff. The Company did not net any securities borrowed or securities loaned as of December 31, 2024 or 2023.

⁽²⁾	Represents the fair value of collateral the Company had received or pledged under enforceable master agreements.

⁽³⁾	Represents the total contract value as presented in the consolidated financial statements less the fair market value of the collateral received or pledged.

F-37

20. Earnings Per Common Share

The following table sets forth the computation of basic and diluted earnings per common share for the years ended December 31, 2024 and 2023.

	Year Ended December 31,
	2024		2023
Net income	$	13,303,000	$	7,844,000
Less net income attributable to noncontrolling interests		17,000		18,000
Net income available to common stockholders	$	13,286,000	$	7,826,000

Weighted-average common shares outstanding - basic		39,951,510		37,070,366
Dilutive effect of unvested shares		223,170		—
Weighted-average common shares used to compute diluted loss per share		40,174,680		37,070,366

Net income per share attributable to common stockholders:
Basic	$	0.33	$	0.21
Diluted	$	0.33	$	0.21

Basic earnings per common share is calculated by dividing net income attributable to common shareholders by the weighted-average number of common shares outstanding during the period. Diluted earnings per common share is calculated by adjusting the weighted-average number of common shares outstanding for the potential dilutive effect of securities, including the effect of unvested shares, if applicable. For the years ended December 31, 2024 and 2023, the Company had no antidilutive shares outstanding.

21. Commitments, Contingencies and Other

Legal and Regulatory Matters

~~The~~In the normal course of business, the Company may be subject to various proceedings and claims arising from its business activities, including lawsuits, arbitration claims and regulatory matters. The Company is ~~party~~also involved in other reviews, investigations and proceedings by governmental and self-regulatory organizations regarding the business, which may result in adverse judgments, settlements, fines, penalties, injunctions and other relief. In many cases, however, it is inherently difficult to ~~certain~~determine ~~claims~~whether any loss is probable or reasonably possible or to estimate the amount or range of any potential loss, ~~suits~~particularly where proceedings may be in relatively early stages. In the Company’s opinion, based on currently available information, the ultimate resolution of current matters will not have a material adverse impact on the Company’s financial position and ~~complaints~~results ~~arising~~of operations as of December 31, 2024. However, resolution of one or more of these matters may have a material effect on the results of operations in any future period, depending upon the ~~ordinary~~ultimate ~~course~~resolution of ~~business~~those matters and depending upon the level of income for such period.

As of December 31, 2023, the Company does not expect that these claims, suits and complaints will have a material impact on its results of operations or financial position.

Overnight Financing

As of both December 31, ~~2023~~2024 and ~~2022~~2023, MSCO had an available line of credit for short term overnight demand ~~borrowing~~borrowings with BMO Harris ~~Bank (“BMO Harris”)~~ of up to $25 million. As of those dates, MSCO had no outstanding loan ~~balance~~balances with BMO Harris and there were no commitment fees or other restrictions on the line of credit. ~~On May 23, 2022, MSCO increased its principal amount for this line of credit from $15 million to $25 million.~~ The Company utilizes customer or firm securities as a pledge for short-term borrowing needs.

The interest expense for this credit line was $15,000 and $21,000 for the years ended December 31, ~~2023~~2024 and ~~2022~~2023, respectively. There were no fees associated with the utilization of this credit line for the years ended December 31, ~~2023~~2024 and ~~2022~~2023.

Additionally, on November 22, 2024, MSCO entered into a Credit Agreement (the “BMO Credit Agreement”) with BMO Bank N.A. (the “Lender”), a national banking association. The BMO Credit Agreement provides for a revolving credit facility of up to $20,000,000. The Company may use any borrowings under the BMO Credit Agreement to finance NSCC Deposit Requirements (other than an Adequate Assurance Deposit) and withdrawals from a Reserve Account. As part of the agreement, the Company entered into a Parent Guaranty agreement guaranteeing repayment of any debt issued to MSCO.

F-38

There was no interest expense for the BMO Credit Agreement for the year ended December 31, 2024. There was a commitment fee of $3,000 for the year ended December 31, 2024.

Credit Agreement

On August 15, 2024, the Company entered into a Loan and Security Agreement (the “Credit Agreement”) with East West Bank (the “Lender”), a California banking corporation, dated as of July 29, 2024. The Credit Agreement provides for a revolving credit facility of up to $20,000,000. The initial term of the Credit Agreement is two years. The Company may use any borrowings under the Credit Agreement for acquisitions, stock buybacks, and for general corporate purposes in an amount not to exceed $10,000,000. Obligations under the Credit Agreement shall be guaranteed by John J. Gebbia, the Company’s Chief Executive Officer, Gloria E. Gebbia, a Director of the Company, and John J. Gebbia and Gloria E. Gebbia, as co-trustees of the John and Gloria Living Trust.

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

At the Market Offering

On May 27, 2022, the Company entered into a Capital on Demand^TM Sales Agreement (the “Sales Agreement”) with JonesTrading as agent, pursuant to which the Company may offer and sell, from time to time through JonesTrading, shares of the Company’s common stock having an aggregate offering amount of up to $9.6 million under the Company’s shelf registration statement on Form S-3. The Company is not obligated to make any sales of shares under the Sales Agreement. The Company agreed to pay JonesTrading a commission rate equal to 3.0% of the aggregate gross proceeds from each sale of shares. The Company or JonesTrading may suspend or terminate the offering upon notice to the other party and subject to other conditions. Whether the Company sells securities under the Sales Agreement will depend on a number of factors, including the market conditions at that time, the Company’s cash position at that time and the availability and terms of alternative sources of capital.

For both the years ended December 31, ~~2023~~2024 and ~~2022~~2023, the Company did not sell any shares pursuant to this Sales Agreement. For both the years ~~ended~~ ended December 31, ~~2023~~2024 and ~~2022~~2023, the Company ~~incurred~~did ~~approximately~~not $0incur ~~and~~any ~~$98,000, respectively, in~~ legal ~~and~~or audit fees related to this Sales ~~Agreement,~~ ~~which are in the line item “Professional fees” on the consolidated statements of operations, and were expensed as incurred~~Agreement.

Since the Company filed ~~this~~its Annual Report on Form 10-K for the fiscal year ended December 31, 2023 after its scheduled due date, the Company no longer ~~satisfies~~satisfied the eligibility requirements for use of registration statements on Form S-3, which requires that the Company files in a timely manner all reports required to be filed during the prior twelve calendar months. As a result, the Company has suspended use of the shelf registration statement and the Company is not able to access the At the Market program as of the date of this Report.

~~Siebert 2023 Form~~F-~~10K 64~~39

NFS Contract

Effective August 1, 2021, MSCO entered into an amendment to its clearing agreement with NFS that, among other things, extends the term of the arrangement through July 31, 2025, and NFS’s fees are offset against MSCO’s revenues on a monthly basis. If the ~~Company~~MSCO chooses to exit this agreement before the end of the contract term, ~~the~~MSCO ~~Company~~ is under the obligation to pay an early termination fee upon occurrence pursuant to the table below:

Date of Termination	Early Termination Fee
Prior to August 1, 2024	$	4,500,000
Prior to August 1, 2025	$	3,250,000

For the years ended December 31, ~~2023~~2024 and ~~2022~~2023, there has been no expense recognized for any early termination fees. ~~The~~MSCO ~~Company~~ believes that it is unlikely it will ~~have~~ have to make material payments related to early termination fees and has not recorded any contingent liability in the consolidated financial statements related to this arrangement.

Technology Vendors

InThe ~~2023 the~~ Company has entered into agreements with technology vendors for ~~certain~~software development ~~projects~~ related to ~~our~~its Retail Platform. As of December 31, ~~2023~~ 2024, the Company ~~has~~ incurred ~~approximately~~costs ~~$0.5 million out~~ of ~~the~~approximately $23.64 million ~~total budget~~ for these ~~projects~~vendors.

General Contingencies

In the normal course of its business, the Company indemnifies and guarantees certain service providers against specified potential losses in connection with their acting as an agent of, or providing services to, the Company. The maximum potential amount of future payments that the Company could be required to make under these indemnifications cannot be estimated. However, the Company believes that it is unlikely it will have to make material payments under these arrangements and has not recorded any contingent liability in the consolidated financial statements for these indemnifications.

The Company provides representations and warranties to counterparties in connection with a variety of commercial transactions and occasionally indemnifies them against potential losses caused by the breach of those representations and warranties. The Company may also provide standard indemnifications to some counterparties to protect them in the event additional taxes are owed or payments are withheld, due either to a change in or adverse application of certain tax laws. These indemnifications generally are standard contractual terms and are entered into in the normal course of business. The maximum potential amount of future payments that the Company could be required to make under these indemnifications cannot be estimated. However, the Company believes that it is unlikely it will have to make material payments under these arrangements and has not recorded any contingent liability in the consolidated financial statements for these indemnifications.

The Company, ~~through its affiliate, KCA~~ is self-insured with respect to employee health claims. ~~KCA~~The Company maintains stop-loss insurance for certain risks and has a health claim reinsurance limit capped at approximately $65,000 per employee as of December 31, ~~2023~~ 2024.

The estimated liability for self-insurance claims is initially recorded in the year in which the event of loss occurs and may be subsequently adjusted based upon new information and cost estimates. Reserves for losses represent estimates of reported losses and estimates of incurred but not reported losses based on past and current experience. Actual claims paid and settled may differ, perhaps significantly, from the provision for losses. This adds uncertainty to the estimated reserves for losses. Accordingly, it is at least possible that the ultimate settlement of losses may vary significantly from the amounts included in the consolidated financial statements.

As part of this plan, the Company recognized expenses of $~~971~~1,086,000 and $1971,~~529,~~000 for the years ended December 31, ~~2023~~2024 and ~~2022~~2023, respectively.

The Company had an accrual of $76,000 and $64,000 as of December 31, 2024 and 2023, respectively, which represents the ~~historical~~ estimate of future ~~claims~~expenses to be recognized for claims incurred during the period.

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

~~22. Employee Benefit Plans~~F-40

~~The Company, through KCA, sponsors a defined-contribution retirement plan under Section 401(k) of the Internal Revenue Code that covers substantially all employees of the Company~~22. ~~Participant~~Segment contributions to the plan are voluntary and are subject to certain limitations. The Company may also make discretionary contributions to the plan. For 401(k) employee contribution matching, the Company incurred $173,000 of expense for the year ended December 31, 2023. The Company did not incur any expense for 401(k) employee contribution matching in 2022.Reporting

~~Siebert~~The ~~2023~~Company ~~Form~~operates as a wholly-~~10K 65~~owned subsidiary of the Parent and is engaged in a single line of business as a securities broker-dealer providing comprehensive brokerage services including custody and clearance of retail accounts, principal transaction and proprietary trading, market making, and securities lending. The Company’s CODM, its Chief Financial Officer, reviews operating and financial information using net income as the key measure to evaluate the results of the business, predominately in the forecasting process, to manage the Company. The CODM has determined that all activities contribute to the core brokerage business and the Company operates as a single reportable segment. The Company’s operations constitute a single operating segment and therefore, a single reportable segment, because the CODM manages the business activities using information of the Company as a whole. The accounting policies used to measure the profit and loss of the segment are the same as those described in the summary of significant accounting policies.

On September 17, 2021, the Company’s shareholders approved the Siebert Financial Corp. 2021 Equity Incentive Plan (the “Plan”). The Plan provides for the grant of stock options, restricted stock, and other equity awards of the Company’s common stock to employees, officers, consultants, directors, affiliates and other service providers of the Company. There were 3 million shares reserved under the Plan and 2,704,000 shares remained as of December 31, 2023.

	Year Ended December 31,
	2024		2023
Revenue
Retail	$	62,388,000	$	54,019,000
Stock loan		19,249,000		16,172,000
Market making		2,255,000		1,304,000
Consolidated overhead		9,000		19,000
Total Revenue		83,901,000		71,514,000

Expenses
Retail		21,649,000		18,063,000
Stock loan		9,776,000		8,281,000
Market making		1,403,000		1,582,000
Consolidated overhead		33,605,000		25,462,000
Total Expenses		66,433,000		53,388,000

Operating income	$	17,468,000	$	18,126,000

~~For the year ended December 31, 2022, the Company granted 296,000 restricted stock units at a weighted average price of $1~~23.56 ~~to employees and consultants of the Company. These units were fully vested upon grant date and the Company recognized equity stock compensation expense of $461,000 in the line item “~~Employee ~~compensation~~Benefit ~~and benefits” on the consolidated statements of operations for the year ended December 31, 2022. The Company did not issue any shares for the year ended December 31, 2023.~~Plans

23The Company sponsors a defined-contribution retirement plan under Section 401(k) of the Internal Revenue Code that covers substantially all employees of the Company (“401(k) plan”). ~~Related~~Participant ~~Party~~contributions ~~Disclosures~~to the 401(k) plan are voluntary and are subject to certain limitations. The Company may also make discretionary contributions to the 401(k) plan. For 401(k) employee contribution matching, the Company incurred an expense of $196,000 and $173,000 the years ended December 31, 2024 and 2023, respectively.

The table below presents the Plan restricted stock awards granted and the related fair values for the year ended December 31, 2024.

	Shares			Weighted- Average Grant Date Fair Value
Nonvested as of December 31, 2023⁽¹⁾		—		$	—
Granted		490,000			1.74
Vested		(340,000	)		1.78
Nonvested as of December 31, 2024		150,000		$	1.65

⁽¹⁾	The Company did not issue any share-based compensation for the year ended December 31, 2023.

As of December 31, 2024, there was $124,000 of total unrecognized compensation cost related to nonvested shares granted. The cost is expected to be recognized over a weighted average period of 0.6 years.

The Company recognized stock-based compensation expense of $730,000 for the year ended December 31, 2024, which included $460,000 within the line item “Employee compensation and benefits” and $270,000 fully capitalized within the line item “Software, net” in the consolidated statements of financial condition.

F-41

24. Related Party Disclosures

KCA

Gloria E. Gebbia, who is a director of Siebert, is the managing member of ~~Kennedy Cabot Acquisition, LLC (“~~KCA”). As a result, KCA is an affiliate of the Company and is under common ownership with the Company. To gain efficiencies and economies of scale with billing and administrative functions, during 2023 KCA ~~serves~~had an agreement with the Company to serve as a paymaster for the Company for payroll and related functions, ~~the~~including ~~entirety~~serving ofas ~~which~~the ~~KCA passes~~sponsor ~~through~~for to the ~~subsidiaries of the~~ Company’s ~~proportionally. In addition, KCA sponsors a defined-contribution retirement plan under Section~~ 401(k) of ~~the~~plan. ~~Internal~~KCA ~~Revenue~~passed ~~Code~~through ~~that~~any ~~covers~~expense ~~substantially~~or ~~all~~revenue ~~employees~~related ofto ~~the~~this ~~Company.~~function Into the ~~first quarter~~subsidiaries of ~~2023, KCA entered into an agreement with~~ the Company ~~for payroll processing services~~ proportionally. The Company incurred $40,000 of expenses related to these services for the year ended December 31, 2023. This agreement was terminated as of January 1, 2024.

KCA owns a license from the Muriel Siebert Estate / Foundation to use the names “Muriel Siebert & Co., LLC” and “Siebert” within business activities, which expires in ~~2025~~2026. For the use of these names, KCA passed through to the Company its cost of $60,000 for both the years ended December 31, ~~2023~~2024 and ~~2022 for the use of these names~~2023.

Other than the above arrangements, KCA has earned no profit for providing any services to the Company for the years ended December 31, ~~2023~~2024 and ~~2022~~2023 as KCA passes through any revenue or expenses to the Company’s subsidiaries. As of December 31, 2023 and 2022, the Company had a payable to KCA for miscellaneous expenses of $0 and $4,000, respectively, which are in the line item “Accounts payable and accrued liabilities” on the consolidated statements of financial condition.

PW ~~is a subsidiary of the Company and PW~~ brokers the insurance policies for related parties. Revenue for PW from related parties was $~~124~~98,000 and $~~129~~124,000 for the years ended December 31, ~~2023~~2024 and ~~2022~~2023, respectively.

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

The ~~Company~~three ~~has~~sons ~~entered~~of ~~into various notes payable with~~ Gloria E. Gebbia. Onand ~~March~~John ~~31, 2022, Gloria E~~J. Gebbia ~~exchanged~~hold ~~approximately~~executive ~~$2.9 million~~positions ofwithin ~~her notes payable to~~ the Company’s ~~for~~subsidiaries ~~24% of the outstanding~~ and ~~issued~~their ~~membership interests in RISE. The Company paid off these~~compensation ~~notes~~was ~~payable~~ in ~~2022~~aggregate $3,742,000 and ~~as such~~$2,776,000 for the ~~Company~~years ~~had~~ended noDecember ~~interest~~31, ~~expense~~2024 ~~related~~and ~~to these notes payable in~~ 2023, respectively. ~~The~~Part ~~Company~~of ~~had~~their ~~interest~~compensation includes ~~expense~~payments related to ~~these~~key ~~notes~~revenue ~~payable of $151,000 for the year ended December 31, 2022~~streams.

~~Gloria~~On May 22, 2023, Gloria E. Gebbia ~~had~~issued ~~extended~~a ~~loans~~warrant to ~~certain~~BCW ~~Company~~to ~~employees~~purchase 403,780 shares ~~for~~of ~~the~~common ~~purchase~~stock of the Company’s ~~shares~~held by Ms. Gebbia ~~These~~at ~~transactions~~an ~~have~~exercise ~~not materially~~price ~~impacted~~of ~~the~~$2.15 per ~~Company’s~~share. ~~consolidated~~Refer ~~financial~~to ~~statements~~Note 6 – Kakaopay Transaction for more detail.

The three sons of Gloria E. Gebbia and John J. Gebbia hold executive positions within the Company’s subsidiaries and their compensation was in aggregate $2,776,000 and $2,427,000 for the years ended December 31, 2023 and 2022, respectively. Part of their compensation includes performance-based payments related to key revenue streams.

On May 22, 2023, Gloria E. Gebbia issued a warrant to BCW to purchase 403,780 shares of common stock of the Company held by Ms. Gebbia at an exercise price of $2.15 per share. Ms. Gebbia issued the warrant pursuant to that certain agreement, dated March 27, 2023, by and among Ms. Gebbia, the Company and BCW relating to the investment by Kakaopay in the Company. The fair value of the warrant of $560,000 was recorded as non-cash consideration on the consolidated statements of changes in stockholders’ equity and the consolidated statements of cash flows, as well as for the deferred issuance cost related to the First Tranche.

In 2023, Gloria E. Gebbia entered into a consulting agreement with the Company for consulting services. The compensation for the consulting agreement for Gloria E. Gebbia was $90,000 for the year ended December 31, 2023.

Siebert 2023 Form-10K 66

Gebbia Sullivan County Land Trust

The Company operates on a ~~month~~five-~~to-month~~year lease agreement for its branch office in Omaha, Nebraska with the Gebbia Sullivan County Land Trust, the trustee of which is is a member of the Gebbia Family. For both the years ended December 31, ~~2023~~2024 and ~~2022~~2023, rent expense was $60,000 for this branch office.

The Company has completed construction of its branch office in Omaha, Nebraska. Refer to Note 9 – Property, Office Facilities, and Equipment, net for further detail.

Credit Agreement

On August 15, 2024, the Company entered into the Credit Agreement with the Lender whereby John J. Gebbia and Gloria E. Gebbia, along with the John and Gloria Living Trust, are guaranteeing the Company’s obligations under the Credit Agreement with the Lender. Refer to Note 21 - Commitments, Contingencies, and Other for more information.

Gebbia Entertainment, LLC

On August 12, 2024, the Company acquired 100% of GE, a music and entertainment company owned by John J. Gebbia, Gloria E. Gebbia, and David Gebbia. Refer to Note 3 – Business Combinations for further detail.

F-42

Kakaopay and Affiliates

On April 27, 2023, the Company entered into the First Tranche Stock Purchase Agreement, pursuant to which the Company agreed to issue to Kakaopay the First Tranche Shares at a per share price of Two Dollars Fifteen Cents ($2.15). ~~MSCO~~Refer ~~entered~~to ~~into~~Note an6 ~~agreement~~– ~~whereby~~Kakaopay itTransaction ~~would provide an omnibus trading account~~ for ~~Kakaopay’s~~more ~~subsidiary, Kakao Pay Securities Corp~~detail.~~, and provide trade execution services to Kakao Pay Securities Corp, subject to compliance with applicable U.S. laws, rules and regulations.~~

~~Tigress~~MSCO entered ~~and~~into ~~Hedge~~an agreement whereby it would provide an omnibus trading account for Kakaopay’s subsidiary, Kakao Pay Securities Corp., ~~Connection~~and provide trade execution services to Kakao Pay Securities Corp, subject to compliance with applicable U.S. laws, rules and regulations.

~~The Company has entered into various agreements and subsequent terminations with~~ Tigress ~~and Hedge Connection. Refer to Note 3 – Transactions with Tigress and Hedge Connection and Note 12– Equity Method Investment in Related Party for further detail.~~

The Company has entered into various agreements and subsequent terminations with Tigress. Refer to Note 4 – Transaction with Tigress for further detail.

RISE

~~During~~In September 2022, MSCO and RISE entered into a clearing agreement whereby RISE would introduce clients to MSCO. As part of the ~~year~~agreement, ~~ended~~RISE ~~December~~deposited a clearing 31fund escrow deposit of $50,000 ~~2022~~to MSCO, ~~RISE~~and ~~issued~~had excess cash of approximately $1.2 and ~~Siebert~~$1.0 ~~sold~~million ~~membership~~in ~~interests~~its brokerage account at MSCO as of ~~RISE~~December to31, ~~Siebert~~2024 ~~employees~~and 2023, ~~directors~~respectively. The resulting asset of RISE and ~~affiliates~~liability of MSCO is eliminated in consolidation. ~~Refer~~There was an interest expense of $33,000 and $25,000 related to ~~Note~~this 4clearing ~~– RISE~~agreement for ~~further~~the ~~detail~~years ended December 31, 2024 and 2023, respectively.

~~In September 2022, MSCO and RISE entered into a clearing agreement whereby RISE would introduce clients to MSCO~~25. AsSubsequent part of the agreement, RISE deposited a clearing fund escrow deposit of $50,000 to MSCO, and had excess cash of approximately $1.0 million in its brokerage account at MSCO as of December 31, 2023. RISE did not have any balances at MSCO as of December 31, 2022. The resulting asset of RISE and liability of MSCO is eliminated in consolidation.Events

~~24.~~The ~~Subsequent~~Company ~~Events~~has evaluated events that have occurred subsequent to December 31, 2024 and through March 28, 2025, the date of the filing of this Report.

~~The~~During the first quarter of 2025, the Company ~~has~~established ~~evaluated~~an Investment Banking and Capital Markets division as part of its strategic expansion. The Company ~~events~~has ~~that~~hired ~~have~~several ~~occurred~~experienced ~~subsequent~~professionals to ~~December~~lead 31and develop this growth initiative. In connection with these hires, ~~2023~~the Company granted an aggregate of 117,000 shares of RSUs and ~~through~~950,000 ~~May~~RSAs 10under the Plan. These shares vest in accordance with the terms of the grant agreements, and ~~2024~~the related compensation expense will be recognized over the respective vesting periods in accordance with Topic 718. These hires represent a significant investment in the Company’s future operations, however, as these employment decisions and grants occurred after the balance sheet date, ofthey do not impact the ~~filing~~financial position or results of ~~this~~operations ~~report~~presented in these consolidated financial statements.

~~Effective~~The ~~January~~Company 1,has ~~2024,~~concluded ~~MSCO~~that ~~changed~~apart ~~its name~~ from ~~Muriel~~the ~~Siebert & Co.~~above, ~~Inc.~~there tohave ~~Muriel~~been ~~Siebert~~no &material ~~Co.,~~subsequent ~~LLC,~~events ~~and~~that ~~SNXT~~occurred ~~changed~~during ~~its~~such ~~name~~period to from Siebert AdvisorNXT, Inc. to Siebert AdvisorNXT, LLC with their tax status changing from C-Corporations to LLCs under state law. Starting in 2024, both MSCO and SNXT are single member limited liability companies that ~~will~~would berequire ~~treated as disregarded entities for tax purposes. As such,~~disclosure ~~both~~in ~~MSCO~~this ~~and~~Report ~~SNXT~~or ~~will~~would ~~no longer~~ be ~~subject~~required to ~~direct taxation and will~~ be ~~disregarded~~recognized ~~by the relevant tax authorities. The guidance~~ in ~~Accounting Standards Update 2019-12, Income Taxes (Topic 740): Simplifying~~ the ~~Accounting~~financial ~~for~~statements ~~Income~~as ~~Taxes~~of ~~specifies~~December ~~that an entity is not required to allocate income tax provision to a legal entity that is both not subject to tax and disregarded by the taxing authority~~31, ~~but~~ ~~an entity may elect to do so~~2024. ~~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.~~

~~On January 18, 2024, STCH entered into a Purchase Agreement (the “Purchase Agreement”) with J2 Financial Technology, Inc., d/b/a “Guild”, a Delaware corporation.~~F-43

Under the Purchase Agreement, STCH purchased a mobile self-directed trading app for the total purchase price of $385,000. The purchase price consisted of 200,000 restricted shares of the Company’s common stock (priced at the historical 30-day moving average as of January 18, 2024) worth approximately $350,000 and $35,000 cash.

On April 18, 2024, the Company received a notification from Nasdaq Regulation that the Company no longer complies with Nasdaq’s Listing Rules (the “Nasdaq Rules”) for continued listing, as a result of the Company’s failure to file this Report. The Company expects to regain compliance with the Nasdaq Rules in connection with the filing of this Report on May 10, 2024. However, since this Report was filed after its scheduled due date, the Company will no longer satisfy the eligibility requirement for use of registration statements on Form S-3, which requires that the Company file in a timely manner all reports required to be filed during the prior twelve calendar months. As a result, the Company has suspended use of its registration statements on Form S-3 (333-276585 and 333-262895), and will no longer be able to use its registration statements or access its At the Market program. Refer to Siebert’s Current Report on Form 8-K filed on April 24, 2024 for more information.

Based on the Company’s assessment, other than the events described above, there have been no material subsequent events that occurred during such period that would require disclosure in this report or would be required to be recognized in the consolidated financial statements as of December 31, 2023.

Siebert 2023 Form-10K 67

ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE

None

ITEM 9A. CONTROLS AND PROCEDURES

Evaluation of Disclosure Controls and Procedures

We carried out an evaluation, under the supervision and with the participation of management, including our Chief Executive Officer and our Executive Vice President/Chief Financial Officer, of the effectiveness of the design and operation of our disclosure controls and procedures as of the end of the period covered by this report pursuant to Rule 13a-15(e) and 15d-15(e) of Securities Exchange of 1934, as amended (the “Exchange Act”).

Our disclosure controls and procedures are designed to ensure that information required to be disclosed in our periodic and current reports that we file with the SEC is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms, and that such information is accumulated and communicated to our management, including our principal executive officer and principal financial officer, as appropriate, to allow timely decisions regarding required disclosure. In designing and evaluating the disclosure controls and procedures, management recognized that any controls and procedures, no matter how well designed and operated, can provide only reasonable and not absolute assurance of achieving the desired control objectives. In reaching a reasonable level of assurance, management necessarily was required to apply its judgment in evaluating the cost-benefit relationship of possible controls and procedures. In addition, the design of any system of controls also is based in part upon certain assumptions about the likelihood of future events, and there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions; over time, control may become inadequate because of changes in conditions, or the degree of compliance with policies or procedures may deteriorate. Because of the inherent limitations in a cost-effective control system, misstatements due to error or fraud may occur and not be detected.

Based on its evaluation, our management, including our Chief Executive Officer and our Executive Vice President/Chief Financial Officer, concluded that, as of the ~~end~~ end of the period covered by this ~~annual report~~Report, our disclosure controls and procedures were ~~ineffective, based on the material weaknesses in internal control over financial reporting described below~~effective. ~~As explained further below, the material weakness did not result in adjustments to the consolidated financial statements.~~

Management’s Report on Internal Control Over Financial Reporting

Our management, with the participation of our Principal Executive Officer and Principal Financial Officer, is responsible for establishing and maintaining adequate internal control over financial reporting, as defined in Rules 13a-15(f) and 15d-15(f) of the Exchange Act. Our internal control over financial reporting is designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles.

Management assessed the effectiveness of our internal control over financial reporting as of December 31, ~~2023~~2024, based on criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission (COSO) in Internal Control - Integrated Framework (2013) (“COSO Framework”). Based on that assessment, management ~~has~~ concluded that, as of December 31, ~~2023~~2024, ~~due to a material weakness in internal control over financial reporting discussed below,~~ our internal control over financial reporting was ~~not~~ effective.

~~Siebert~~As ~~2023~~disclosed in our Annual Report on Form 10-~~10K 68~~K for the fiscal year ended December 31, 2023, we identified a material weakness in our internal control over financial reporting related to the fact that we did not design and maintain effective controls over certain IT or general computer controls for information systems that are relevant to the preparation of the consolidated financial statements. 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. The IT deficiencies did not result in adjustments to the consolidated financial statements. During 2024, management also identified material weaknesses relating to (i) 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 (ii) 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.

A material weakness is a deficiency, or a combination of deficiencies, in internal control over financial reporting such that there is a reasonable possibility that a material misstatement of our annual or interim consolidated financial statements will not be prevented or detected on a timely basis. We have identified the following material weakness in our internal control over financial reporting, which remains outstanding as of December 31, 2023:32

~~Siebert did~~Remediation 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. Specifically, Siebert 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. The IT deficiencies did not result in adjustments to the consolidated financial statements.Activities

~~Management~~During ~~has~~2024, ~~commenced~~management ~~implementing~~designed and implemented the following previously disclosed measures to ensure that the control deficiencies contributing to the material ~~weakness~~weaknesses were ~~are~~ remediated: (i) designing and implementing controls related to provisioning, privileged access, and user access reviews, (ii) developing an enhanced risk assessment process to evaluate logical access, and (iii) improving the existing training program associated with control design and implementation. ~~The~~ ~~material~~We ~~weakness~~also ~~will~~designed ~~not~~and beimplemented ~~considered~~a ~~remediated~~review ~~until~~of ~~the~~security ~~applicable~~market ~~controls~~values ~~operate~~and ~~for~~conducted a ~~sufficient~~detailed ~~period~~review of ~~time~~our quarterly ~~and~~securities ~~management has~~count. ~~concluded,~~During ~~through~~the ~~testing~~fourth quarter of 2024, ~~that~~we ~~these~~completed ~~controls~~our ~~are~~testing ~~operating~~of ~~effectively.~~the Weoperating ~~expect~~effectiveness ~~that~~of the ~~remediation~~implemented controls ~~will~~and befound ~~completed~~them ~~prior~~ to be effective. As a result, we have concluded the ~~end~~material weaknesses have been remediated as of December 31, 2024.

Changes in Internal Control over Financial Reporting

Except for the ~~material~~changes ~~weakness~~ in connection ~~internal~~with ~~control~~our identifying the material weaknesses identified above and our implementation of the remediation plans described above, there were no other changes in our internal control over financial reporting during the most recently completed fiscal quarter that materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

ITEM 9B. OTHER INFORMATION

None of the Company’s directors or officers adopted, modified or terminated a Rule 10b5-1 trading arrangement or a non-Rule 10b5-1 trading arrangement during the three months ended December 31, ~~2023~~2024, as such terms are defined under Item 408(a) of Regulation S-K.

ITEM 9C. DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS

Not applicable.

~~Siebert 2023 Form-10K 69~~33

PART III

ITEM 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE

Identification of Directors

The names of our Directors and their ages, positions, and biographies are set forth below.

Gloria E. Gebbia

Age 8182

Gloria E. Gebbia has served as a member of our Board of Directors since December 16, 2016.

Gloria E. Gebbia is the managing manager of KCA. Ms. Gebbia was an owner and a director of StockCross Financial Services, Inc. (“StockCross”). Additionally, Ms. Gebbia also serves as the President of Associates for Breast and Prostate Cancer Research, a non-profit organization that raises funds for the John Wayne Cancer Institute, which, under Ms. Gebbia’s leadership, has raised over $16 million for breast and prostate cancer research.

Ms. Gebbia brings valuable experience to our Board of Directors from her roles at StockCross and in KCA.

John J. Gebbia

Age 8586

John J. Gebbia has served as a member of our Board of Directors since June 1, 2020, and as our Chief Executive Officer and Chairman since May 24, 2023.

From February 2017 to May 2020, Mr. Gebbia served as a Special Advisor to the Board of Directors. Mr. Gebbia commenced his employment in the brokerage industry in 1959. In 1962, Mr. Gebbia became Executive Vice President of Walston & Company. After becoming CEO of Jesup & Lamont, an institutional brokerage firm, Mr. Gebbia purchased the company in 1983. Thereafter, Mr. Gebbia owned and/or controlled various brokerage firms including Kennedy Cabot & Co., which was sold in 1997 to Toronto Dominion Bank for $160 million.

We believe Mr. Gebbia’s brings valuable experience to our Board of Directors from his role as our Chief Executive Officer, ~~involvement with Siebert~~ as well as his extensive brokerage and executive experience in the brokerage industry ~~qualifies him to serve on our Board~~.

Charles A. Zabatta

Age 8182

Charles A. Zabatta has served as a member of our Board of Directors since December 16, 2016.

Charles A. Zabatta served as a consultant to StockCross from 2011 until 2016, acting as its head of Corporate Development. Mr. Zabatta has and continues to have a distinguished and successful career, predominately in the financial services industry, including holding various positions with the New York Stock Exchange, Paine Webber, Securities Settlement Corp., Josephthal Lyon & Ross, Kennedy Cabot & Co. and TD Waterhouse. Mr. Zabatta’s creative business skills have been instrumental in several acquisitions of small to midsize companies in various industries. Mr. Zabatta currently advises on capital raising, general business structure and management. Previously, Mr. Zabatta has served as a member of the board of Knight Capital, ~~and~~ Kennedy Cabot & Co. ~~Currently,~~and ~~Mr. Zabatta serves on the board of~~ Paraco Gas Corporation~~, a large privately held independent energy company in the Northeast~~. Mr. Zabatta holds a B.A. in Industrial Psychology from Iona College.

We believe Mr. Zabatta’s extensive experience in the financial services industry, vast industry network, as well as his Board of Director expertise qualifies him to serve on our Board.

Siebert 2023 Form-10K 70

Francis V. Cuttita

Age 5556

Francis V. Cuttita has served as a member of our Board of Directors since December 16, 2016.

Francis V. Cuttita is a Senior Partner of Cuttita, LLP, a New York based law firm. Mr. Cuttita has over 27 years of practicing law in the areas of real estate and business transactions, media, sports and entertainment. Mr. Cuttita’s list of clients include Fortune 100 corporations, CEOs, hedge fund managers, legendary professional athletes, entertainment icons and Grammy award winning musicians. Mr. Cuttita also serves as an advisor to several national financial, insurance and sports businesses and is an active supporter and member of various nonprofit organizations. Mr. Cuttita graduated from Swarthmore College and received his law degree from Fordham University School of Law.

We believe Mr. Cuttita’s legal experience qualifies him to serve on our Board.

Andrew H. Reich

Age 6869

Andrew H. Reich has served on our Board of Directors since December 16, 2016.

Andrew H. Reich has served as Executive Vice President, Chief Financial Officer, ~~Assistant~~ Secretary of the Company ~~since~~and ~~December 16,~~Chief ~~2016~~Executive Officer of MSCO. Prior thereto, Andrew H. Reich served in a variety of executive positions with StockCross from 2002 until 2016. Mr. Reich has more than 30 years of experience in the financial industry, including more than 14 years as senior management of StockCross. Mr. Reich holds an M.B.A. from the University of Southern California and a B.B.A. from the Bernard Baruch College.

Mr. Reich brings valuable experience to our Board of Directors from his role as our Executive Vice President, Chief Financial Officer, ~~Assistant~~ Secretary as well as his extensive experience in the financial industry.

Jerry M. Schneider, CPA

Age 7980

Jerry M. Schneider has served as a member of our Board of Directors and Chairman of the Audit Committee since December 29, 2016.

Jerry M. Schneider is a certified public accountant and has over 40 years of relevant accounting experience. Mr. Schneider is licensed to practice public accounting in New York and Florida and is a member of the American Institute of Certified Public Accountants, the New York State Society of Certified Public Accountants and the Florida Institute of Certified Public Accountants. Mr. Schneider was the Managing Partner of Schneider & Associates LLP, a CPA firm with approximately 20 professional staff and was the driving force in that firm’s growth and development until it merged with Marks Paneth LLP in 2008. From January 2011 to December 31, 2017, Mr. Schneider was a Partner Emeritus and Senior Consultant at Marks Paneth LLP. Mr. Schneider is also a member of the Board of Directors of Prometheum, Inc., a company that is authorized by FINRA to run an AST for the general public for digital asset securities. In 2018, Mr. Schneider was appointed to the Board of Directors and the Audit Committee of Fiduciary Trust International South (a subsidiary of Fiduciary Trust International, which is owned by Franklin Templeton). In December 2019, Mr. Schneider was elected to be the chairman of the Audit Committee and was appointed to the Board of Directors of the Trust Committee of Fiduciary Trust International South. Mr. Schneider’s practice was concentrated in the areas of business planning, high net worth individuals, manufacturing, retailing, securities broker-dealers, the hospitality industry, private educational institutions and estate planning.

We believe Mr. Schneider’s significant accounting experience qualifies him to serve on our Board.

Hocheol Shin Age 47

Age 46

Hocheol Shin has served on our Board of Directors since May 24, 2023.

~~Mr.~~Hocheol Shin has over 15 years of experience working in global technology companies across various functions including strategy, investment, and engineering. He ~~has~~is ~~served~~currently asthe ~~head~~President of ~~Kakao~~Kakaopay ~~Pay~~Securities Corporation (“Kakaopay Securities”). Before Kakaopay Securities, Mr. Shin was head of Kakaopay’s Payment Business Group and Corporate ~~Development~~Developments Office~~. Before Kakao Pay~~, ~~Mr. Shin~~ was a Vice President of Kakao Corp., a Director and Head of Open Innovation at Samsung Electronics, and an Engagement Manager at McKinsey & Company. Mr. Shin received a B.S. in Electrical Engineering from Seoul National University and a Ph.D. in Electrical Engineering from Stanford University.

We believe ~~Hocheol~~Mr. Shin’s significant experience within technology and international business qualifies him to serve on our Board.

~~Siebert 2023 Form-10K 71~~35

Identification of Executive Officers

Name	Age	Position
John J. Gebbia	8586	Chief Executive Officer, Chairman and Director
		John J. Gebbia is the Chief Executive Officer and Chairman of the Company since May 2023. From February 2017 to May 2020, Mr. Gebbia served as a Special Advisor to the Board of Directors. Mr. Gebbia commenced his employment in the brokerage industry in 1959. In 1962, Mr. Gebbia became Executive Vice President of Walston & Company. After becoming CEO of Jesup & Lamont, an institutional brokerage firm, Mr. Gebbia purchased the company in 1983. Thereafter, Mr. Gebbia owned and/or controlled various brokerage firms including Kennedy Cabot & Co., which was sold in 1997 to Toronto Dominion Bank for $160,000,000.
		From February 2017 to May 2020, Mr. Gebbia served as a Special Advisor to the Board of Directors. Mr. Gebbia commenced his employment in the brokerage industry in 1959. In 1962, Mr. Gebbia became Executive Vice President of Walston & Company. After becoming CEO of Jesup & Lamont, an institutional brokerage firm, Mr. Gebbia purchased the company in 1983. Thereafter, Mr. Gebbia owned and/or controlled various brokerage firms including Kennedy Cabot & Co., which was sold in 1997 to Toronto Dominion Bank for $160,000,000.

Name	Age	Position
Andrew H. Reich	6869	Executive Vice President, Chief Operating Officer, Chief Financial Officer, Director and Secretary
		Andrew H. Reich has served as Executive Vice President, Chief Financial Officer, Assistant Secretary of the Company since December 16, 2016. Prior thereto, Andrew H. Reich served in a variety of executive positions with StockCross from 2002 until 2016. Mr. Reich has more than 30 years of experience in the financial industry, including more than 14 years as senior management of StockCross. Mr. Reich holds a M.B.A. from the University of Southern California and a B.B.A. from the Bernard Baruch College.

Corporate Governance

Board Meetings

The Board of Directors held 1714 special meetings during ~~2023~~2024. Each incumbent director attended at least 75% of ~~his or her~~ Board of Directors meetings and all of his or her respective committee meetings. ~~The Board of Directors held 8 regular meetings and 4 special meetings during 2022.~~

Controlled Company

As of May 18, 2023, the Company ceased to be a “Controlled Company.” As a result, the Company will be subject to Nasdaq’s Corporate Governance Rules described below, which will be phased-in over the 12-month period following May 18, 2023.

Director Independence

Our common stock is listed on Nasdaq under the symbol “SIEB.” Nasdaq Listing Rules require that a majority of the members of a listed company’s board of directors be independent~~, except for “Controlled Companies,” which, as of May 18, 2023, we no longer are, as described above~~. In addition, the Nasdaq Listing Rules ~~generally~~ require that, subject to specified exceptions, each member of a listed company’s audit, compensation, and nominating committees be independent ~~subject to the controlled company exemptions described above, as applicable to the compensation and governance committees~~. Audit Committee members must also satisfy the independence criteria set forth in Rule 10A-3 under the ~~Securities~~ Exchange Act ~~of 1934, as amended (the “Exchange Act”)~~. In order to be considered independent for purposes of Rule 10A-3, a member of an audit committee of a listed company may not, other than in his or her capacity as a member of the audit committee, the board of directors, or any other board committee: accept, directly or indirectly, any consulting, advisory, or other compensatory ~~fee~~ fee from the listed company or any of its subsidiaries; or be an affiliated person of the listed company or any of its subsidiaries. Our ~~Board~~ Board of Directors undertook a review of its composition, the composition of its committees and the independence of our directors and ~~considered~~ considered whether any director has a material relationship with us that could compromise his or her ability to exercise independent judgment in in carrying out his or her responsibilities. Based upon information requested from and provided by each non-employee director concerning his or her background, employment and affiliations, including family relationships, our Board of Directors has determined that none of our directors have relationships that would interfere with the exercise of independent judgment in carrying out the responsibilities of a director and that each of these directors is “independent” as that term is defined under the rules of Nasdaq and Rule 10A-3 and Rule 10C-1 under the Exchange Act, except for Mrs. Gebbia, Mr. Gebbia and Mr. Reich, whom are not independent under Nasdaq’s independence standards.

Siebert 2023 Form-10K 72

Audit Committee of the Board of Directors

The Audit Committee of our Board of Directors currently consists of Mr. Schneider, Chairman, Mr. Zabatta and Mr. Cuttita. The Board of Directors has determined that Mr. Schneider, Mr. Zabatta and Mr. Cuttita isare each an “independent director” within the meaning of Rule 5605 (a)(2) of the Nasdaq Stock Market and within the meaning of the applicable rules and regulations of the SEC.

The Audit Committee held 4nine meetings during ~~2023~~2024. ~~The Audit Committee held 6 meetings during 2022.~~

The Board of Directors has determined that Mr. Schneider qualifies as an “audit committee financial expert” under the applicable rules of the SEC. ~~Mr. Schneider is a certified public accountant and has over 40 years of relevant accounting experience.~~

The Audit Committee was established to (i) assist the Board of Directors in its oversight responsibilities regarding the integrity of our consolidated financial statements, our compliance with legal and regulatory requirements and our auditor’s qualifications and independence, (ii) prepare the report of the Audit Committee contained herein, (iii) retain, consider the continued retention and termination of our independent auditors, (iv) approve audit and non-audit services performed by our independent auditors and (v) perform any other functions from time to time delegated by the Board of Directors. The Board of Directors has adopted a written charter for the Audit Committee, which is available on our website at www.siebert.com/~~company/~~investor-~~relations~~relation/shareholder-information.

Compensation Committee of the Board of Directors

The Compensation Committee of our Board of Directors currently consists of Mr. Zabatta and Mr. Cuttita. The Compensation Committee reviews and determines all forms of compensation provided to our executive officers and directors. The Compensation Committee ~~will~~administers ~~administer~~an ~~a stock option and other~~equity ~~employee~~compensation benefit ~~plans~~plan. AsThe aBoard ~~“controlled~~of ~~company”~~Directors ~~under Nasdaq rules, the Compensation Committee~~ has ~~not~~adopted ~~functioned pursuant to~~ a ~~formal~~ written charter. Asfor ~~part of~~ the ~~Company’s~~Compensation ~~transition to a non-controlled company~~Committee, ~~the~~which ~~Compensation~~is ~~Committee~~available ~~will act~~on ~~pursuant~~our towebsite aat ~~written charter~~www.siebert.com/investor-relation/shareholder-information. The Compensation Committee held noone ~~meetings~~meeting during ~~2023 or 2022~~2024.

The Compensation Committee ~~will~~evaluates ~~evaluate~~ the performance of our executive officers in terms of our operating results and financial performance and ~~will~~determines ~~determine~~ their compensation in connection therewith.

In accordance with general practice in the securities industry, our executive compensation includes base salaries, and an annual discretionary cash bonus, ~~and equity incentives~~ that are intended to align the financial interests of our executives with the returns to our shareholders.

As part of its oversight of the Company’s executive compensation, the Compensation Committee ~~will~~considers ~~consider~~ the impact of the Company’s executive compensation, and the incentives created by the compensation awards that it administers, on the Company’s risk profile. In addition, the Compensation Committee ~~will~~reviews ~~review~~ the Company’s compensation policies and procedures, including the incentives that they create and factors ~~that~~ that may reduce the likelihood of excessive risk taking, to determine whether they present a significant risk to the Company.

Nominating Committee of the Board of Directors

The Nominating Committee of the Board of Directors ~~currently~~will ~~consists~~consist of Mr. Zabatta and Mr. Cuttita. The Nominating Committee ~~has~~will ~~not~~be ~~functioned~~responsible ~~pursuant~~for identifying, reviewing and evaluating individuals to aserve ~~formal written~~as ~~charter.~~our Asdirectors, ~~part~~advising our Board of Directors with respect to its composition, procedures and committees, evaluating incumbent directors, and assessing the ~~Company’s~~performance ~~transition~~of management. The Board of Directors intends to adopt a ~~non-controlled~~written charter ~~company,~~for the Nominating Committee, which will ~~act~~be ~~pursuant~~available ~~to a~~on ~~written~~our ~~charter.~~website at www.siebert.com/investor-relation/shareholder-information. The Nominating Committee did not meet in ~~2023 or 2022~~2024.

The ~~purpose~~Nominating ofCommittee ~~the Nominating~~will ~~Committee~~evaluate isnominees to ~~identify individuals qualified to become members of~~ our Board of Directors, ~~and~~which toevaluation ~~recommend~~will apply to ~~the~~both ~~Board~~new ofdirector ~~Directors or~~candidates ~~the~~as ~~shareholders~~well ~~that~~as ~~such~~incumbent ~~individuals~~directors, in bethe ~~selected~~context ~~for~~of ~~directorship.~~the Incurrent ~~identifying~~composition ~~and~~of ~~evaluating~~our ~~nominees~~Board ~~for~~of ~~director~~Directors, the ~~Nominating Committee~~operating ~~considers~~requirements ~~each~~of ~~candidate’s~~the ~~experience,~~Company ~~integrity, background~~ and ~~skills~~the aslong-term ~~well~~interests of asshareholders. ~~other~~In ~~qualities~~conducting ~~that~~this assessment, the ~~candidate may~~Nominating ~~possess~~Committee ~~and~~will ~~factors~~consider ~~that~~ the ~~candidate~~criteria ~~may~~for bedirector ~~able~~qualifications toset ~~bring~~by our ~~to the~~ Board of Directors., Weas dowell ~~not~~as ~~have~~diversity, aage, ~~formal~~skills, ~~policy~~and ~~with~~such ~~regard to~~other ~~the~~factors ~~consideration~~as ofit ~~diversity~~deems inappropriate ~~identifying~~to ~~director~~maintain ~~nominees.~~a ~~However,~~balance ~~the Board~~ of ~~Directors~~knowledge, experience, ~~believes~~effectiveness ~~that~~and itcapability. isIn ~~essential~~the ~~that its~~case ~~members~~of ~~represent~~new ~~diverse~~director ~~viewpoints~~candidates, ~~with~~our aNominating ~~broad~~Committee ~~array~~will ofalso ~~experiences,~~determine ~~professions,~~whether the ~~skills,~~nominee ~~geographic~~must ~~representation~~be ~~and~~independent ~~backgrounds that,~~for ~~when~~Nasdaq ~~considered as a group~~purposes, ~~provide~~which adetermination ~~sufficient~~is ~~mix~~based ofupon ~~perspectives~~applicable toNasdaq ~~allow~~listing ~~the~~standards, ~~Board~~applicable SEC ofrules ~~Directors~~and toregulations ~~best~~and ~~fulfill its responsibilities to~~ the ~~long-term~~advice ~~interests~~ of ~~our~~counsel, ~~shareholders~~if necessary.

~~The~~In addition, our Nominating Committee ~~will consider~~believes ~~shareholder~~that ~~nominees~~a candidate for ~~election~~director toshould ~~our~~have ~~Board~~certain ofminimum ~~Directors~~qualifications. InOur ~~evaluating such nominees, the~~ Nominating Committee will ~~use~~generally ~~the same~~consider ~~selection~~such ~~criteria~~factors ~~the Nominating Committee uses to evaluate other potential nominees.~~as:

~~Siebert~~● ~~2023~~possessing ~~Form-10K 73~~relevant expertise upon which to be able to offer advice and guidance to management, including public company board experience;

~~Special~~● ~~Committee~~having ofsufficient ~~the~~time ~~Board~~to ofdevote ~~Directors~~to our affairs;

In● ~~2022, the Board of Directors also established~~ a ~~special~~reputation ~~committee~~for ofpersonal ~~the~~integrity ~~three independent directors to conduct a strategic review of the Company~~ and ~~assess strategic transactions, including the transaction with Kakaopay. Following the Kakaopay transaction resolution, the special committee was disbanded on December 19, 2023.~~ethics;

●

demonstrated excellence in his or her field;

●

the ability to work effectively with the other members of our Board of Directors;

●

having the ability to exercise sound business judgment; and

●

the commitment to rigorously represent the long-term interests of shareholders.

Notwithstanding the foregoing, our Nominating Committee will reserve the right to modify these factors from time to time, taking into account the then current needs of our Board of Directors in an effort to maintain a balance of knowledge, experience and capability.

Our Nominating Committee will consider and evaluate any candidate who is properly recommended by shareholders, identified by members of our Board of Directors or our executive officers, or, at the discretion of our Nominating Committee, an independent search firm. The Nominating Committee will also consider the requirements of our Amended and Restated Stockholders’ Agreement, which entitled Kakaopay to designate one director and entitled the Gebbia Stockholders (as defined therein) to designate six directors (three of which must be independent), in each case subject to certain conditions. Stockholders may recommend director candidates for consideration by the Nominating Committee by writing to our Corporate Secretary at Siebert Financial Corp., 653 Collins Avenue, Miami Beach, FL 33139. A recommendation must be accompanied by a statement from the candidate that he or she would give favorable consideration to serving on our Board of Directors and should include sufficient biographical and other information concerning the candidate and his or her qualifications to permit the committee to make an informed decision as to whether further consideration of the candidate would be warranted.

Indemnification of Officers and Directors

We indemnify our executive officers and directors to the extent permitted by applicable law against liabilities incurred as a result of their service to us and against liabilities incurred as a result of their service as directors of other corporations when serving at our request. We have a director’s and officer’s liability insurance policy, underwritten by American International Group, Inc. As to reimbursements by the insurer of our indemnification expenses, the policy has a $250,000 deductible; there is no deductible for covered liabilities of individual directors and officers.

Annual Shareholders Meeting Attendance Policy

It is the policy of our Board of Directors that all of our directors are strongly encouraged to attend each annual shareholder meeting. ~~All~~Six directors attended the last held annual meeting of shareholders of the Company.

Code of Ethics

We have adopted a Code of Ethics for Senior Financial Officers applicable to our Chief Executive Officer, Chief Financial Officer, Treasurer, Controller, Principal Accounting Officer, and any of our other employees performing similar functions. A copy of the Code of Ethics for Senior Financial Officers is available on our website at www.siebert.com/~~company/~~investor-~~relations~~relation/shareholder-information.

Board Leadership Structure and Board of Directors

~~On May 24, 2023, the Board of Directors appointed John J. Gebbia as Chairman of the Board and Chief Executive Officer.~~ The Board of Directors believes that all of the directors will continue to participate in the full range of the Board of Director’s responsibilities with respect to its oversight of the Company’s management.

The Board of Directors intends to hold at least four regular meetings each year to consider and address matters involving the Company. The Board of Directors also may hold special meetings to address matters arising between regular meetings. These meetings may take place in person or by telephone. The independent directors also regularly meet in executive sessions outside the presence of management. The Board of Directors has access to legal counsel for consultation concerning any issues that may occur during or between regularly scheduled Board meetings. As discussed above, the Board has established an Audit Committee, a Compensation Committee and a Nominating Committee to assist the Board in performing its oversight responsibilities.

Board of Directors’ Role in Risk Oversight

Consistent with its responsibility for oversight of the Company, the Board of Directors, among other things, oversees risk management of the Company’s business affairs directly and through the committee structure that it has established. The principal risks associated with the Company are risks related to securities market volatility and the securities industry, lower price levels in the securities markets, intense competition in the brokerage industry, extensive government regulation, net capital requirements, customers’ failure to pay, an increase in volume on our systems or other events which could cause them to malfunction, reliance on information processing and communications systems, continuing changes in technology, dependence on the ability to attract and retain key personnel, the ability of our principal shareholder to control many key decisions, and there may be a limited public market for our common stock, among other risks and uncertainties detailed in under Part I, Item 1A - Risk Factors of this Report as well as in our filings with the SEC.

The Board of Directors’ role in the Company’s risk oversight process includes regular reports from senior management on areas of material risk to the Company, including operational, financial, legal, regulatory, strategic and reputational risks. The full Board of Directors (or the appropriate committee) receives these reports from management to identify and discuss such risks.

The Board of Directors periodically reviews with management its strategies, techniques, policies and procedures designed to manage these risks. Under the overall supervision of the Board of Directors, management has implemented a variety of processes, procedures and controls to address these risks.

The Board of Directors requires management to report to the full Board of Directors on a variety of matters at regular meetings of the Board of Directors and on an as-needed basis, including the performance and operations of the Company and other matters relating to risk management. The Audit Committee also receives reports from the Company’s independent registered public accounting firm on internal control and financial reporting matters. These reviews are conducted in conjunction with the Board of Directors’ risk oversight function and enable the Board of Directors to review and assess any material risks facing the Company.

Siebert 2023 Form-10K 74

Compensation Committee Interlocks and Insider Participation

No member of the Compensation Committee during ~~2023~~2024 had a relationship that requires disclosure as a Compensation Committee interlock.

Family Relationships

Mrs. Gebbia, our director, is the spouse of Mr. Gebbia, our Chief Executive Officer and Chairman of the Board of Directors. Except as disclosed, there are no family relationships between or among any of our directors, executive officers and incoming directors or executive officers.

Insider Trading Policy; Employee, Officer and Director Hedging and 10b5-1 Plans

We have adopted an insider trading policy governing the purchase, sale and/or other dispositions of the Company’s securities by its directors, officers and employees, or by the Company itself, that we believe is reasonably designed to promote compliance with insider trading laws, rules and regulations and the listing rules of Nasdaq. The Company’s Insider Trading Policy is filed as Exhibit 19.1 to this Report.

Our insider trading policy strongly discourages our employees (including officers) or directors, or any of their designees, to purchase financial instruments (including prepaid variable forward contracts, equity swaps, collars, and exchange funds), or otherwise engage in transactions, that hedge or offset, or are designed to hedge or offset, any decrease in the market value of the Company’s equity securities.

In June 2023, Gloria E. Gebbia, Charles A. Zabatta, Francis V. Cuttita, and Andrew H. Reich of the Company adopted Rule 10b5-1 trading arrangements for the potential sale of up to 920,000 shares of our common stock, in the aggregate, subject to certain conditions. The expiration date of these 10b5-1 trading arrangements is May 16, 2025. The trading arrangement is intended to satisfy the affirmative defense of Rule 10b5–1(c).

Clawback Policy

We have a compensation recovery policy designed to comply with the mandatory compensation “clawback” requirements under Nasdaq rules. Under the policy, in the event of certain accounting restatements, we will be required to recover erroneously received incentive-based compensation from our executive officers representing the excess of the amount actually received over the amount that would have been received had the financial statements been correct in the first instance. The Compensation Committee has discretion to make certain exceptions to the clawback requirements (when permitted by Nasdaq rules) and ultimately determine whether any adjustment will be made.

Compliance with Section 16(a) of the Exchange Act

Section 16(a) of the Exchange Act requires our executive officers and directors and persons who beneficially own more than 10% of our common stock to file initial reports of ownership and reports of changes in ownership with the SEC. These executive officers, directors and shareholders are required by the SEC to furnish us with copies of all forms they file pursuant to Section 16(a).

Based upon a review of Section 16(a) forms furnished to the Company, ~~except as disclosed below,~~ the Company believes that all applicable Section 16(a) filing requirements were met during the year ended December 31, ~~2023~~2024, except as set forth below:

Delinquent Section 16(a) Reports

On ~~June~~March 285, ~~2023~~2025, ~~Richard~~John M. Gebbia, a member of a group that beneficially owns over 10% of the Company’s outstanding shares of common stock, reported on Form 4 ~~certain~~the ~~acquisitions~~disposition ~~and dispositions~~ of 1,000 shares. Mr. Gebbia’s Form 4 was filed ~~two days~~ late due to an inadvertent mistake.

On June 16, 2023, Hocheol Simon Shin, our director, filed a Form 3 in connection with his appointment to the Board of Directors on May 24, 2023. Mr. Shin’s Form 3 was filed eleven days late due to an inadvertent mistake.39

Advisors to the Company

Senior Advisors

John M. Gebbia and Richard Gebbia, sons of Gloria E. Gebbia and John J. Gebbia, are Co-CEO’s of MSCO and serve as Registered Principals and associated persons of MSCO. Before the close of the acquisition of StockCross, they were also serving as executive officers and directors of StockCross. Both Richard Gebbia and John M. Gebbia have extensive experience in the securities industry and work with MSCO and senior management of the Company to identify cost saving opportunities and improvements to the Company’s business.

John M. Gebbia has been in the brokerage industry in various capacities since 1990. Mr. Gebbia was the President and CEO of Kennedy Cabot & Co., from 1992 to 1997 when it was acquired by Toronto Dominion Bank. Thereafter he was active with various Gebbia family businesses. From 2007 to 2020, Mr. Gebbia was associated with StockCross, most recently as a Director and its Executive Vice President.

Richard S. Gebbia has been in in the brokerage industry since 1993. From 2007 to 2020, Mr. Gebbia was associated with StockCross in various capacities. Mr. Gebbia was the CEO and a Director of StockCross.

David J. Gebbia has been in ~~the~~ the brokerage industry since 1993. Mr. Gebbia is currently the President of the Company’s insurance subsidiary, PW.

Siebert 2023 Form-10K 75

ITEM 11. EXECUTIVE COMPENSATION

Summary Compensation Table

The following table presents the annual compensation paid to or earned by our current named executive officers during the years ended December 31, ~~2023~~2024 and ~~2022~~2023, respectively.

Name and Principal Position	Year	Salary ($)		Bonus ($)		Stock Awards ($)		Option Awards ($)		Non-Equity Incentive Plan Compensation ($)		Non-Qualified Deferred Compensation Earnings ($)		All Other Compensation ($) (3)		Totals ($)
John J. Gebbia(1) Chief Executive Officer, Director and Chairman	2023	$	292,000	$	200,000		—		—		—		—	$	120,000	$	612,000
John J. Gebbia(1)	2024	$	840,000	$	350,000		—		—		—		—	$	120,000	$	1,310,000
Andrew H. Reich(2)	2023	$	250,000	$	181,000		—		—		—		—	$	120,000	$	551,000
Chief Executive Officer, Director and Chairman	2023	$	292,000	$	200,000		—		—		—		—	$	120,000	$	612,000
Executive Vice President, Chief Operating Officer, Chief Financial Officer, Director and Secretary	2022	$	225,000	$	25,000	$	32,000		—		—		—		—	$	282,000
Andrew H. Reich(2)	2024	$	272,000	$	190,000		—		—		—		—	$	120,000	$	582,000
Executive Vice President, Chief Operating Officer, Chief Financial Officer, Director and Secretary	2023	$	250,000	$	181,000		—		—		—		—	$	120,000	$	551,000

(1) Represents the dollar amount recognized for consolidated financial statement reporting in accordance with ~~ASC~~ Topic 718. Mr. Gebbia was named to the position of Chief Executive Officer effective May 24, 2023.

(2) Represents the dollar amount recognized for consolidated financial statement reporting in accordance with ~~ASC~~ Topic 718. Mr. Reich was named to the positions of Executive Vice President, Chief Operating Officer and Chief Financial Officer effective December 16, 2016.

(3) “All other compensation” for Mr. Gebbia and Mr. Reich is other compensation for services as a member of our Board of Directors for the years ended December 31, ~~2023~~2024 and ~~2022~~2023, respectively.

~~2021 Equity Incentive Plan~~40

~~The purpose of the Siebert Financial Corp. 2021~~ Equity Incentive Plan (the “2021 Plan”) is to (a) enable the Company to attract and retain the types of employees, directors and other service providers who will contribute to the Company’s long term success; (b) provide incentives that align the interests of the participants with those of the shareholders of the Company; and (c) promote the success of the Company’s business.

~~One~~The orpurpose ~~more~~of ~~committees~~the ~~(each,~~Siebert aFinancial ~~“Committee”)~~Corp. ~~appointed~~2021 byEquity ~~the~~Incentive ~~Board~~Plan ~~of Directors~~ (~~or its Compensation Committee) will administer~~ the ~~2021~~ “Plan.”) ~~Unless~~is ~~the Board~~to of(a) ~~Directors~~enable ~~provides otherwise,~~ the ~~Compensation~~Company ~~Committee~~to ~~will~~attract beand retain the ~~Committee.~~types ~~The Board~~ of ~~Directors~~employees, directors ~~may~~and ~~also~~other atservice ~~any~~providers ~~time~~who ~~terminate the~~will ~~functions~~contribute ofto the ~~Committee~~Company’s ~~and~~long ~~reassume~~term ~~all~~success; ~~powers~~(b) ~~and~~provide ~~authority~~incentives ~~previously~~that ~~delegated to the Committee. Except as otherwise determined~~align by the ~~Board~~interests of ~~Directors,~~ the ~~Committee~~participants ~~shall~~with ~~consist~~those ~~solely~~ of ~~two~~the orshareholders ~~more~~of ~~directors~~the ~~who~~Company; ~~qualify~~and as(c) ~~“non-employee~~promote ~~directors” under~~the ~~Rule~~success ~~16b-3~~ of the ~~Exchange~~Company’s ~~Act~~business.

~~Subject~~One toor ~~the~~more ~~terms~~committees ~~of the~~(each, ~~2021~~a ~~Plan, the~~ “Committee”) ~~has~~appointed ~~the~~by ~~sole discretion to select~~ the ~~employees,~~Board ~~directors~~of ~~and~~Directors ~~other~~(or ~~service~~its ~~providers~~Compensation ~~who~~Committee) will ~~receive~~administer ~~awards, determine~~ the ~~terms~~Plan. ~~and~~Unless ~~conditions~~the Board of ~~awards~~Directors ~~and~~provides ~~interpret~~otherwise, the ~~provisions~~Compensation ofCommittee ~~the~~will ~~2021~~be ~~Plan~~the ~~and outstanding awards~~Committee. The ~~Committee~~Board of Directors may ~~delegate~~ also at any ~~part~~time terminate the functions of ~~its~~the ~~authority~~Committee and reassume all powers ~~under~~and ~~the~~authority ~~2021~~previously ~~Plan~~delegated to ~~one~~the orCommittee. ~~more~~Except ~~directors~~as orotherwise ~~executive~~determined by ~~officers of~~ the ~~Company;~~Board ~~provided,~~of ~~however~~Directors, ~~that~~ the Committee ~~may~~shall ~~not~~consist ~~delegate~~solely ~~its~~of ~~authority~~two ~~and~~or ~~powers~~more ~~with~~directors ~~respect~~who toqualify ~~awards~~as ~~granted~~“non-employee todirectors” under ~~our~~Rule ~~executive~~16b-3 ~~officers~~of ~~and~~the ~~directors~~Exchange Act.

~~The~~Subject ~~2021~~to ~~Plan~~the ~~permits~~terms of the ~~grant~~Plan, of the ~~following~~Committee ~~types~~has ofthe ~~incentive~~sole ~~awards:~~discretion ~~(1)~~to ~~stock~~select ~~options~~the ~~(which~~employees, ~~can~~directors beand ~~either~~other ~~“incentive~~service ~~stock~~providers ~~options,”~~who aswill ~~defined in~~receive ~~Section~~awards, ~~422 of~~ determine the ~~Internal~~terms ~~Revenue~~and ~~Code~~conditions of ~~1986,~~awards asand ~~amended~~interpret (the ~~“Code”)~~provisions orof ~~nonqualified~~the ~~stock~~Plan ~~options);~~and ~~(2)~~outstanding ~~stock~~awards. ~~appreciation rights~~The ~~(“SARs”);~~Committee ~~(3)~~may ~~restricted~~delegate ~~stock;~~any ~~(4)~~part of ~~restricted~~its ~~stock~~authority ~~units;~~and ~~(5)~~powers ~~performance~~under ~~shares~~the orPlan ~~units;~~to ~~(6)~~one ~~other~~or ~~equity-based awards;~~more ~~and~~directors ~~(7)~~or ~~cash~~executive ~~awards.~~officers ~~The vesting~~ of ~~equity~~the ~~awards~~Company; ~~can~~provided, behowever, ~~based~~that ~~on “continuous service” (as defined in~~ the ~~2021 Plan),~~ ~~achievement~~Committee ofmay ~~one~~not ordelegate ~~more~~its ~~performance~~authority ~~criteria,~~and orpowers awith ~~combination~~respect ofto ~~continuous~~awards ~~service~~granted ~~and~~to ~~achievement~~our ofexecutive ~~performance~~officers ~~criteria~~and directors.

The ~~2021~~ Plan ~~has~~permits ~~key~~the ~~features~~grant of the following types of incentive awards: (1) stock options (which ~~reflect~~can abe ~~broad~~either ~~range~~“incentive stock options,” as defined in Section 422 of ~~compensation~~the Internal Revenue Code of 1986, as amended (the “Code”) or nonqualified stock options); (2) stock appreciation rights (“SARs”); (3) restricted stock; (4) restricted stock units; (5) performance shares or units; (6) other equity-based awards; and ~~commonly~~(7) ~~viewed~~cash ~~governance~~awards. ~~best~~The ~~practices,~~vesting ~~including~~of equity awards can be based on “continuous service” (as defined in the ~~following~~Plan), ~~provisions:~~achievement of one or more performance criteria, or a combination of continuous service and achievement of performance criteria.

The Plan has key features which reflect a broad range of compensation and commonly viewed governance best practices, including the following provisions:

●

Prohibition against granting discounted options or SARs;

●

Requiring shareholder approval before repricing underwater options or SARs;

●

Prohibition against dividends or dividend equivalents on unearned restricted stock, restricted stock units, performance shares or units; and

●

No authority to allow dividend equivalents for options or SARs.

~~Siebert~~Outstanding ~~2023~~Equity ~~Form-10K 76~~Awards as of December 31, 2024

~~Outstanding~~As ~~Equity Awards as~~ of December 31, 2024, the ~~2023~~Company ~~and~~had ~~2022~~no outstanding equity awards to named executive officers.

As of December 31, 2023, the Company had no outstanding equity awards. As of December 31, 2022, the Company had 296,000 shares of common stock outstanding and fully vested as part of equity compensation. As of December 31, 2023 and 2022, there were no unexercised options nor shares of stock that have not vested under any equity incentive plan.

Option Agreements

As of December 31, ~~2023~~2024 and ~~2022~~2023, we had no option agreements with our named executive officers.

Employment Agreements

We are not a party to an employment agreement with any named executive officer. All of our named executive officers are employees at will.

Pay Versus Performance

As required by Section 953(a) of the Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010, and Item 402(v) of Regulation S-K, which was adopted by the SEC in 2022, the Company is providing the following information regarding the relationship between “compensation actually paid” (“CAP”) to our principal executive officer (“PEO”), former principal executive officer (“Former PEO”) and non-PEO named executive officer (“NEO”) and certain financial performance of the Company for the fiscal years listed below.

	John J. Gebbia - PEO				Andrew H. Reich – Former PEO				Non-PEO NEO						Value of Initial Fixed $100
Year	Summary Compensation Table Total for PEO (1)		Compensation Actually Paid to PEO (3)		Summary Compensation Table Total for Former PEO (1)		Compensation Actually Paid to Former PEO (3)		Average Summary Compensation Table Total for Non-PEO NEO (1)			Average Compensation Actually Paid to Non-PEO NEO (4)			Investment Based On Total Shareholder Return (“TSR”) (5)			Net Income / (Loss) thousands (6)
2024	$	1,310,000	$	1,310,000	$		$	-	$	582,000		$	582,000		$	37.93		$	13,286
2023	$	612,000	$	612,000	$	230,000	$	230,000	$	321,000		$	321,000		$	(27.59	)	$	7,826
2022	$	282,000	$	250,000	$	-	$	-	$	(2	)	$	(2	)	$	(41.38	)	$	(1,990	)

(1)	Represents the amounts of total compensation reported for our PEO, Former PEO and Non-PEO NEO during each corresponding year in the “Total” column of the Summary Compensation Table above.

(2)	Andrew H. Reich was our PEO for the fiscal year ended December 31, 2022, and until May 24, 2023, upon appointment of Mr. Gebbia as PEO. There were no other NEOs for the year ended December 31, 2022, and only Andrew H. Reich during the year ended December 31, 2024 and 2023.

(3)

Represents the amount of “compensation actually paid” to our PEO and Former PEO, respectively, as computed in accordance with Item 402(v) of Regulation S-K, with the following adjustments:

Year	Reported Summary Compensation Table Total for John J. Gebbia		Equity Award Adjustments^(b)		Compensation Actually Paid to John J. Gebbia
2024	$	1,310,000	$	—	$	1,310,000

2023	$	612,000	$	—	$	612,000

2022	$	—	$	—	$	—

Year	Reported Summary Compensation Table Total for Andrew H. Reich		Equity Award Adjustments^(b)			Compensation Actually Paid to Andrew H. Reich
2024	$	582,000	$	—		$	582,000

2023	$	551,000	$	—		$	551,000

2022	$	282,000	$	(32,000	)	$	250,000

(b)

The equity award adjustments for each applicable year include the addition (or subtraction, as applicable) of the following: (i) the year-end fair value of any equity awards granted in the applicable year that are outstanding and unvested as of the end of the year; (ii) the amount of change as of the end of the applicable year (from the end of the prior fiscal year) in fair value of any awards granted in prior years that are outstanding and unvested as of the end of the applicable year; (iii) for awards that are granted and vest in same applicable year, the fair value as of the vesting date; (iv) for awards granted in prior years that vest in the applicable year, the amount equal to the change as of the vesting date (from the end of the prior fiscal year) in fair value; (v) for awards granted in prior years that are determined to fail to meet the applicable vesting conditions during the applicable year, a deduction for the amount equal to the fair value at the end of the prior fiscal year; and (vi) the dollar value of any dividends or other earnings paid on stock or option awards in the applicable year prior to the vesting date that are not otherwise reflected in the fair value of such award or included in any other component of total compensation for the applicable year. The valuation assumptions used to calculate fair values did not materially differ from those disclosed at the time of grant.

(4)

Represents the average amount of “compensation actually paid” to the Non-PEO NEO, as computed in accordance with Item 402(v) of Regulation S-K. The dollar amounts do not reflect the actual average compensation earned or paid to the Non-PEO NEOs during the applicable year. In accordance with the requirements of Item 402(v) of Regulation S-K, the following adjustments were made to average total compensation for the Non-PEO NEO for each applicable year:

Year	Reported Summary Compensation Tale Total for Andrew H. Reich		Equity Award Adjustments^(b)		Compensation Actually Paid to Andrew H. Reich
2024	$	551,000	$	—	$	551,000

2023	$	551,000	$	—	$	551,000

2022	$	—	$	—	$	—

(5)

TSR is cumulative for the measurement periods beginning on December 31, 2021 and ending on December 31 of each of 2024, 2023 and 2022, respectively, calculated as the yearly percentage change in cumulative total shareholder return based on a deemed fixed investment of $100 at market close on December 31, 2021. No dividends were paid in 2024, 2023 or 2022.

(6)	The dollar amounts reported represent the amount of net income/ (loss) reflected in our consolidated audited financial statements for the applicable years.

The objectives of our executive compensation program are (1) to enhance our long-term value by driving growth and profitability consistent with our board-approved annual financial and long-term strategic plans, (2) to assist us in attracting and retaining high quality talent, (3) to reward past performance and motivate future performance, and (4) to align executive officers’ long-term interests with those of our shareholders. While we do not utilize a set formula for allocating compensation among the elements of total compensation, our compensation program is designed to reward performance by tying a substantial portion of each executive officer’s total potential compensation to individual performance and our overall performance. Key factors include the executive officer’s performance; the nature, scope and level of the executive officer’s responsibilities; and the executive officer’s contribution to our overall financial results. Our approach to compensation complements our practices of real-time risk assessment and daily measurement of financial performance in the various parts of our businesses, which also act as disincentives to excessive risk-taking. The compensation actually paid to our PEO and Former PEO and the average amount of compensation actually paid to or non-PEO NEOs during the periods presented are not directly correlated with TSR as they are influenced by numerous factors including, but not limited to, the timing of new grant issuances and award vesting, NEO mix, share price volatility during the fiscal year, our mix of performance metrics and other factors.

DIRECTOR COMPENSATION

The table below discloses the cash, equity awards, and other compensation earned, paid, or awarded, as the case may be, to each of our directors during the year ended December 31, ~~2023~~2024 which is payable quarterly, plus reimbursements for reasonable travel expenses and out-of-pocket costs incurred on behalf of the Company.

Mr. Gebbia and Mr. Reich each received a total of $120,000 for their service as a member of our Board of Directors during the year ended December 31, ~~2023~~2024. Mr. Gebbia and Mr. Reich’s total compensation for service as an employee and as a member of our Board of Directors is presented under the heading “Summary Compensation Table” above.

Name	Fees Earned or Paid in Cash		Stock Awards		Option Awards		Non-Equity Incentive Plan Compensation		Nonqualified Deferred Compensation Earnings		All Other Compensation			Total
Gloria E. Gebbia	$	120,000		—		—		—		—	$	~~90,000~~—	~~(1)~~	$	~~210~~120,000
John J. Gebbia	$	120,000		—		—		—		—		—		$	120,000
Andrew H. Reich	$	120,000		—		—		—		—		—		$	120,000
Francis V. Cuttita	$	~~145~~130,000		—		—		—		—		—		$	~~145~~130,000
Charles Zabatta	$	~~245~~150,000		—		—		—		—		—		$	~~245~~150,000
Jerry M. Schneider	$	~~145~~130,000		—		—		—		—		—		$	~~145~~130,000
Hocheol Shin	$	—		—		—		—		—		—		$	—

The table below discloses the cash, equity awards, and other compensation earned, paid, or awarded, as the case may be, to each of our directors during the year ended December 31, 2022 which is payable quarterly, plus reimbursements for reasonable travel expenses and out-of-pocket costs incurred on behalf of the Company.43

Name	Fees Earned or Paid in Cash		Stock Awards		Option Awards		Non-Equity Incentive Plan Compensation		Nonqualified Deferred Compensation Earnings		All Other Compensation		Total
Gloria E. Gebbia	$	—		—		—		—		—		—	$	—
John J. Gebbia	$	—		—		—		—		—		—	$	—
Andrew H. Reich	$	—		—		—		—		—		—	$	—
Francis V. Cuttita	$	106,000		—		—		—		—		—	$	106,000
Charles Zabatta	$	106,000		—		—		—		—		—	$	106,000
Jerry M. Schneider	$	106,000		—		—		—		—		—	$	106,000
Cynthia DiBartolo (2)	$	—		—		—		—		—		—	$	—

(1) Represents compensation paid to Ms. Gebbia for services rendered to the Company as a consultant.

(2) Ms. DiBartolo resigned from our Board of Directors effective October 18, 2022.

Siebert 2023 Form-10K 77

ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS

The following table lists share ownership of our common stock as of ~~May~~March 15, ~~2024~~2025. The information includes beneficial ownership by each of our directors and the named executive officers, all directors and executive officers as a group and beneficial owners known by our management to hold at least 5% of our common stock. Except as indicated in footnotes to this table, we believe that the shareholders named in this table have sole voting and investment power with respect to all shares of common stock shown to be beneficially owned by them based on information provided to us by these shareholders. Percentage of ownership is based on 3940,~~830~~432,936 shares of common stock outstanding as of ~~May~~March 15, ~~2024~~2025.

Name and Address of Beneficial Owner (1)	Shares of Common Stock		Percent of Class (Rounded)
Named Executive Officers and Directors
Gloria E. Gebbia / John J. Gebbia (2) (6)		16,~~960~~959,323		4342	%
Andrew H. Reich (8)		~~758~~748,238		2	%
Charles Zabatta (3)		~~590~~550,439		1	%
Francis V. Cuttita		187,773		*1	%
Jerry M. Schneider		3,000		*
Hocheol Shin (7)		—		*
Directors and executive officers as a group (7 persons)		18,~~499~~448,773		46	%
Other Shareholders with 5% or More
Kakaopay (9)		8,075,607		20	%
15F, Tower B, 166 Pangyoyeok-ro,
Bundang-gu, Seongnam-si,
Gyeonggi-do, Republic of Korea 13529
Kimberly Gebbia (4) (6)		3,~~314~~439,400		89	%
653 Collins Ave
Miami, FL 33139
John M. Gebbia (5) (6)		2,~~097~~214,891		5	%
300 Vesey Street
New York, NY 10282

* Less than 1% of outstanding shares as of ~~May~~March 15, ~~2024~~2025.

⁽¹⁾	Unless otherwise indicated, the business address of each individual is c/o Siebert Financial Corp., 653 Collins Avenue, Miami Beach, FL 33139.

(2) Gloria E. Gebbia and John J. Gebbia are husband and wife. Includes 109,~~076~~715,714 shares of our common stock owned by Gloria E. Gebbia, 3,~~314~~439,400 shares owned by Kimberly Gebbia, Richard Gebbia, and the children of Richard and Kimberly Gebbia, 2,~~097~~214,891 shares owned by John M. Gebbia and the children of John M. Gebbia, and 1,~~471~~589,318 shares owned by David J. Gebbia and the children of David J. Gebbia.

(3) Includes ~~490~~450,439 shares owned by Charles Zabatta’s wife.

(4) Includes ~~463~~588,535 shares owned by the husband of Kimberly Gebbia, Richard S. Gebbia, and 261,273 shares owned by the children of Richard and Kimberly Gebbia.

⁽⁵⁾	Includes 190,000 shares owned by the children of John M. Gebbia.

⁽⁶⁾

Gloria E. Gebbia, John M. Gebbia, Richard Gebbia, David Gebbia, and Kimberly Gebbia are parties to that certain Amended and Restated Joint Filing and Group Agreement, dated as of January 10, 2022 (the “Group Agreement”), pursuant to which the foregoing Gebbia family members agreed to form a group for the purpose of taking joint actions and such actions relating to their voting rights regarding securities of the Company necessary or advisable to achieve the foregoing. The Group Agreement is attached to the amended Schedule 13D, filed on January 13, 2022, as Exhibit 99.1.

~~Siebert~~(7) ~~2023~~Hocheol ~~Form~~Shin was designated by Kakaopay as a director-~~10K 78~~nominee pursuant to that certain Amended and Restated Stockholders’ Agreement dated December 19, 2023, among Kakaopay, the Company, the Gebbia Stockholders (as defined therein), and John J. Gebbia (in his individual capacity and as representative of the Gebbia Stockholders).

(7) Hocheol Shin was designated by Kakaopay as a director-nominee pursuant to that certain Amended and Restated Stockholders’ Agreement dated December 19, 2023, among Kakaopay, the Company, the Gebbia Stockholders (as defined therein), and John J. Gebbia (in his individual capacity and as representative of the Gebbia Stockholders). The Stockholders’ Agreement is attached to the Company’s Current Report on Form 8-K, filed on December 20, 2023, as Exhibit 10.42.

⁽⁸⁾	Includes 28,000 shares owned by the children of Andrew H. Reich.

⁽⁹⁾	Based solely on a Schedule 13D filed with the SEC on May 30, 2023, by Kakaopay and Kakao Corporation (“Kakao”). In the filing, Kakaopay and Kakao reported having shared voting power over all 8,075,607 shares.

Equity Compensation Plan Information

The below table presents information related to our equity compensation plan under which our securities are authorized for issuance as of December 31, ~~2023~~2024.

Number of securities to be issued upon exercise of outstanding options, warrants and rights

Weighted- average exercise price of outstanding options, warrants and rights

Number of securities remaining available for future issuance under equity compensation plans (excluding securities reflected in column (a))

Plan Category

Number of securities to be issued upon exercise of outstanding options, warrants and rights

Weighted- average exercise price of outstanding options, warrants and rights

Number of securities remaining available for future issuance under equity compensation plans (excluding securities reflected in column (a))

Plan Category

(a)

(b)

(c)

(a)

(b)

(c)

Equity compensation plans approved by security holders

—

2,214,000

~~2,704,000~~

Equity compensation plans not approved by security holders

—

Total

—

2,214,000

~~2,704,000~~

ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE

Review and Approval of Related Party Transactions

As set forth in our Amended and Restated Audit Committee Charter, the Audit Committee is responsible for reviewing and approving all related party transactions.

Our Code of Ethics for Senior Financial Officers, applicable to our Chief Executive Officer, Chief Financial Officer, Controller, Treasurer, Principal Accounting Officer and other employees performing similar functions, provides that our Senior Financial Officers should endeavor to avoid any actual or potential conflict of interest between their personal and professional relationships and requires them to promptly report and disclose all material facts relating to any such relationships or financial interests which give rise, directly or indirectly, to an actual or potential conflict of interest to the Audit Committee. The Code of Ethics also provides that no Senior Financial Officer should knowingly become involved in any actual or potential conflict of interest without the relationship or financial interest having been approved by the Audit Committee. Our Code of Ethics does not specify the standards that the Audit Committee would apply to a request for a waiver of this policy.

~~Refer to Note 23 –~~ Related Party ~~Disclosures for further detail on our related party transactions. See “Corporate Governance” under Item 10 in this Report for information on director independence.~~Transactions

~~Siebert~~Refer ~~2023~~to ~~Form-10K 79~~Note 24 – Related Party Disclosures for further detail on our related party transactions.

Director Independence

See “Corporate Governance” under Item 10 in this Report for information on director independence.

ITEM 14. PRINCIPAL ACCOUNTING FEES AND SERVICES

Since the second quarter of 2024, Crowe LLP (“Crowe”) has served as our independent registered public accounting firm. Prior to the second quarter of 2024, Baker Tilly US, LLP (“Baker Tilly”) ~~currently~~served ~~serves~~ as our independent registered public accounting firm.

Audit and Tax Fees

Our Audit Committee has determined that the services described below that were rendered by Crowe and Baker Tilly are compatible with the maintenance of Crowe and Baker Tilly’s ~~independence~~ independence from our management.

Audit Fees

The aggregate fees billed by ~~Baker~~Crowe ~~Tilly~~ for professional services rendered for the ~~2023~~2024 ~~and 2022~~ audit of our annual consolidated financial statements and reviews of our quarterly consolidated financial statements were $~~407~~825,000. ~~and~~The aggregate fees billed by Baker Tilly for professional services rendered for the 2024 reviews of our quarterly consolidated financial statements were $~~296~~67,000,. ~~respectively~~The aggregate fees billed by Baker Tilly for professional services rendered for the 2023 audit of our annual consolidated financial statements and reviews of our quarterly consolidated financial statements were $407,000.

Audit-Related Fees

We had no fees billed by ~~Baker~~Crowe ~~Tilly~~ for assurance and related services reasonably related to the performance of the audit or review of consolidated financial statements for the years ended December 31, ~~2023~~2024. We had no fees billed by Baker Tilly for assurance and ~~2022~~related services reasonably related to the performance of the audit or review of consolidated financial statements for the years ended December 31, 2024 and 2023.

Tax Fees

We had no tax fees billed by Crowe for tax compliance, tax advice, and tax planning for the years ended December 31, 2024. We had no tax fees billed by Baker Tilly for tax compliance, tax advice, and tax planning for the years ended December 31, ~~2023~~2024 and ~~2022~~2023.

All Other Fees

We had no other fees billed by ~~Baker~~Crowe for tax compliance, tax advice, and tax planning for the years ended December 31, 2024. We had no other fees billed by Baker Tilly for tax compliance, tax advice, and tax planning for the years ended December 31, ~~2023~~2024 and ~~2022~~2023.

Pre-Approval Policy

The Audit Committee pre-approves all audit and non-audit services provided by our independent auditors prior to the engagement of the independent auditors with respect to such services. With respect to audit services and permissible non-audit services not previously approved, the Audit Committee has authorized the Chairman of the Audit Committee to approve such audit services and permissible non-audit services, provided the Chairman informs the Audit Committee of such approval at the next regularly scheduled meeting. All “Audit-Related Fees,” “Tax Fees” and “All Other Fees” set forth above were pre-approved by the Audit Committee in accordance with its pre-approval policy.

Audit Committee Report to Shareholders

The Audit Committee has reviewed and discussed with management the audited consolidated financial statements for the fiscal years ended December 31, ~~2023~~2024 and ~~2022~~2023. The Audit Committee has also discussed with our independent registered public accounting firm the matters required to be discussed by Auditing Standards No. 16, adopted by the PCAOB (United States) regarding, “Communications with Audit Committees,” including our critical accounting policies and our interests, if any, in “off-balance sheet” entities. Additionally, the Audit Committee has received the written disclosures and representations from the independent registered public accounting firm required by applicable requirements of the PCAOB (United States) regarding “Communication with Audit Committees Concerning Independence.”

Based on the review and discussions referred to within this report, the Audit Committee recommended to the Board of Directors that the audited consolidated financial statements for the fiscal years ended December 31, ~~2023~~2024 and ~~2022~~2023 be included in Siebert Financial Corp.’s Annual Report on Form 10-K for filing with the SEC.

Audit Committee,

Jerry M. Schneider, CPA, Chairman

Charles Zabatta

Francis V. Cuttita

~~Siebert 2023 Form-10K 80~~47

PART IV

ITEM 15. EXHIBITS, AND FINANCIAL STATEMENT SCHEDULES

The exhibits required by Item 601 of Regulation S-K filed as part of, or incorporated by reference in, this Annual Report are listed in the accompanying Exhibit Index.

(a)

The following documents are filed as part of this report:

Consolidated Financial Statements

The consolidated financial statements for the years ended December 31, ~~2023~~2024 and ~~2022~~2023 commence on page 3031 of this ~~Annual~~ Report ~~on Form 10-K~~.

Consolidated Financial Statement Schedules

None.

Exhibits

The exhibits listed in the following Exhibit Index are filed or incorporated by reference as part of this ~~Annual~~ Report ~~on Form 10-K~~.

EXHIBIT INDEX

Exhibit No.		Description Of Document
3.1		Certificate of Incorporation of Siebert Financial Corp. (formerly known as J. Michaels, Inc..) originally filed on April 9, 1934, as amended and restated to date (incorporated by reference to the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 1997).
3.1(a)		Certificate of Amendment to Certificate of Incorporation of Siebert Financial Corp., as amended and restated, filed February 2, 2020 (incorporated by reference to the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2019).
3.2		By-laws of Siebert Financial Corp. (incorporated by reference to the Company’s Registration Statement on Form S-1 (File No. 333-49843) filed on April 10, 1998).
4.1		Description of Registrant’s Securities (incorporated by reference to Exhibit 4.0 to the Company’s Annual Report on Form 10-K filed on March 30, 2022).
4.2*		Siebert Financial Corp. 2021 Equity Incentive Plan (incorporated by reference to Exhibit 4.1 to the Company’s Annual Report on Form 10-K filed on March 30, 2022).
10.1		Consent and Waiver dated as of December 16, 2016 by and among Siebert Cisneros Shank Financial, LLC, Siebert Cisneros Shank & Co. L.L.C. and Siebert Financial Corp. (incorporated by reference to Exhibit 10.3 to the Company’s Annual Report on Form 10-K filed on April 6, 2017).
10.2		Fully Disclosed Clearing Agreement, by and between NFS LLC and Muriel Siebert & Co., Inc. dated May 5, 2010 (incorporated by reference to Exhibit 10.1 to the Company’s Quarterly Report on Form 10-Q filed on August 16, 2010).
10.3		~~Promissory~~Common ~~Note~~Stock Purchase Agreement, dated as of ~~December~~January 231, ~~2019~~2021, ~~made~~between by Siebert Financial Corp. inand ~~favor~~OpenHand ofHoldings, ~~Gloria E~~Inc. ~~Gebbia.~~ (incorporated by reference to Exhibit 9910.215 to the Company’s ~~Current~~Quarterly Report on Form 810-KQ filed on ~~December~~May 417, ~~2019~~2021).
10.4		~~Common~~Amendment ~~Stock~~to ~~Purchase~~Fully Disclosed Clearing Agreement, dated as of ~~January~~August 311, 2021, by and between Muriel Siebert ~~Financial~~& ~~Corp~~Co., Inc. and ~~OpenHand~~National ~~Holdings,~~Financial ~~Inc~~Services LLC. (incorporated by reference to Exhibit 10.1516 to the Company’s Quarterly Report on Form 10-Q filed on ~~May~~November 1715, 2021).
10.5		~~Amendment~~Guaranty ~~to Fully Disclosed Clearing~~ Agreement, dated as of August 1, 2021, ~~by and~~ between ~~Muriel~~ Siebert &Financial CoCorp., ~~Inc.~~ and National Financial Services LLC. (incorporated by reference to Exhibit 10.1617 to the Company’s Quarterly Report on Form 10-Q filed on November 15, 2021).
10.6		~~Guaranty~~Amendment No. 1 to Common Stock Purchase Agreement, dated as of August 118, 2021, between Siebert Financial Corp. and ~~National~~OpenHand ~~Financial~~Holdings, ~~Services~~Inc. ~~LLC~~ (incorporated by reference to Exhibit 10.1718 to the Company’s Quarterly Report on Form 10-Q filed on November 15, 2021).
10.7		~~Amendment~~Purchase ~~No.~~Agreement 1dated toas ~~Common~~of ~~Stock~~December ~~Purchase~~30, ~~Agreement~~2021, ~~dated~~for as653 ofCollins ~~August~~Ave, 18Miami Beach, ~~2021~~FL, between Siebert Financial Corp. and ~~OpenHand~~City ~~Holdings~~National Bank of Florida, ~~Inc.~~a national banking association, as trustee under the provisions of a certain Trust Agreement, dated 22nd day of March, 1993 (incorporated by reference to Exhibit 10.1820 to the Company’s ~~Quarterly~~Current Report on Form 108-QK filed on ~~November~~January 155, ~~2021~~2022).
10.8		Promissory Note and Loan and Security Agreement, dated as of December 30, 2021, between East West Bank and Siebert Financial Corp. (incorporated by reference to Exhibit 10.22 to the Company’s Current Report on Form 8-K filed on January 5, 2022).
10.9		Capital on DemandTM Sales Agreement, dated May 27, 2022, by and between Siebert Financial Corp. and JonesTrading Institutional Services LLC. (incorporated by reference to Exhibit 10.25 to the Company’s Current Report on Form 8-K filed on May 27, 2022).
10. 10		Registration Rights and Lock-Up Agreement (incorporated by reference to Exhibit 10.39 to the Company’s Current Report on Form 8-K dated May 3, 2023).
10.11		Share Redemption Agreement, dated July 10, 2023, by and among Cynthia DiBartolo, Siebert Financial Corp, and Tigress Holdings, LLC (incorporated by reference to Exhibit 10.40 to the Company’s Current Report on Form 8-K dated July 14, 2023).

~~Siebert 2023 Form-10K 81~~49

10.8		Purchase Agreement dated as of December 30, 2021, for 653 Collins Ave, Miami Beach, FL, between Siebert Financial Corp. and City National Bank of Florida, a national banking association, as trustee under the provisions of a certain Trust Agreement, dated 22nd day of March, 1993 (incorporated by reference to Exhibit 10.20 to the Company’s Current Report on Form 8-K filed on January 5, 2022).
10.12		Termination and Settlement Agreement, dated December 19, 2023 (incorporated by reference to Exhibit 10.41 to the Company’s Current Report on Form 8-K dated December 20, 2023).
10.9		Promissory Note and Loan and Security Agreement, dated as of December 30, 2021, between East West Bank and Siebert Financial Corp. (incorporated by reference to Exhibit 10.22 to the Company’s Current Report on Form 8-K filed on January 5, 2022).
10.13		Amended and Restated Stockholders’ Agreement, dated December 19, 2023 (incorporated by reference to Exhibit 10.42 to the Company’s Current Report on Form 8-K dated December 20, 2023).
10.10		Debt Exchange Agreement between Siebert Financial Corp. and Gloria E. Gebbia, dated March 31, 2022 (incorporated by reference to Exhibit 10.24 to the Company’s Current Report on Form 8-K filed on April 6, 2022).
10.14		Purchase Agreement, dated January 18, 2024 (incorporated by reference to Exhibit 10.43 to the Company’s Current Report on Form 8-K dated January 24, 2024).
10.11		Capital on DemandTM Sales Agreement, dated May 27, 2022, by and between Siebert Financial Corp. and JonesTrading Institutional Services LLC. (incorporated by reference to Exhibit 10.25 to the Company’s Current Report on Form 8-K filed on May 27, 2022).
10.15		East West Loan and Security Agreement, dated July 29, 2024 (incorporated by reference to Exhibit 10.44 to the Company’s Current Report on Form 8-K (File No. 000-05703) filed on August 20, 2024).
10. 12		Registration Rights and Lock-Up Agreement (incorporated by reference to Exhibit 10.39 to the Company’s Current Report on Form 8-K dated May 3, 2023).
10.16		East West Revolver Note Agreement, dated July 29, 2024 (incorporated by reference to Exhibit 10.45 to the Company’s Current Report on Form 8-K (File No. 000-05703) filed on August 20, 2024).
10.13		Share Redemption Agreement, dated July 10, 2023, by and among Cynthia DiBartolo, Siebert Financial Corp, and Tigress Holdings, LLC (incorporated by reference to Exhibit 10.40 to the Company’s Current Report on Form 8-K dated July 14, 2023).
10.17		Continuing Guaranty, dated July 29, 2024 (incorporated by reference to Exhibit 10.46 to the Company’s Current Report on Form 8-K (File No. 000-05703) filed on August 20, 2024).
10.14		Termination and Settlement Agreement, dated December 19, 2023 (incorporated by reference to Exhibit 10.41 to the Company’s Current Report on Form 8-K dated December 20, 2023).
10.18		Credit Agreement, dated November 22, 2024 (incorporated by reference to Exhibit 10.47 to the Company’s Current Report on Form 8-K (File No. 000-05703) filed on December 19, 2024).
10.15		Amended and Restated Stockholders’ Agreement, dated December 19, 2023 (incorporated by reference to Exhibit 10.42 to the Company’s Current Report on Form 8-K dated December 20, 2023).
10.19		BMO Bank Revolver Note Agreement, dated November 22, 2024 (incorporated by reference to Exhibit 10.48 to the Company’s Current Report on Form 8-K (File No. 000-05703) filed on December 19, 2024).
10.16		Purchase Agreement, dated January 18, 2024 (incorporated by reference to Exhibit 10.43 to the Company’s Current Report on Form 8-K dated January 24, 2024).
10.20		Parent Guaranty, dated November 22, 2024 (incorporated by reference to Exhibit 10.49 to the Company’s Current Report on Form 8-K (File No. 000-05703) filed on December 19, 2024).
16.1		Letter from Baker Tilly US, LLP to the Securities and Exchange Commission, dated May 16, 2024 (incorporated by reference to Exhibit 16.1 to the Company’s Current Report on Form 8-K (File No. 000-05703) filed on May 16, 2024).
19.1**		Insider Trading Policy
21.1**		Subsidiaries of the registrant
23.1**		Consent of ~~Baker~~Crowe ~~Tilly US,~~ LLP
23.2**		Consent of Baker Tilly US, LLP
31.1**		Certification of Principal Executive Officer pursuant to Exchange Act Rules 13a-14(a) and 15d-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
31.2**		Certification of Principal Financial Officer pursuant to Exchange Act Rules 13a-14(a) and 15d-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
32.1#		Certification of Principal Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant of Section 906 of the Sarbanes-Oxley Act of 2002.
32.1**#		Certification of Principal Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant of Section 906 of the Sarbanes-Oxley Act of 2002.
32.2#		Certification of Principal Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant of Section 906 of the Sarbanes-Oxley Act of 2002.
32.2**#		Certification of Principal Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant of Section 906 of the Sarbanes-Oxley Act of 2002.
97**		Clawback Policy
97.1		Clawback Policy (incorporated by reference to Exhibit 97.1 to the Company’s Annual Report on Form 10-K (File No. 000-05703) filed on May 10, 2024).
101.INS		Inline XBRL Instance Document (the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document).
101.SCH		Inline XBRL Taxonomy Extension Schema Document.
101.CAL		Inline XBRL Taxonomy Extension Calculation Linkbase Document.
101.DEF		Inline XBRL Taxonomy Extension Definition Linkbase Document.
101.LAB		Inline XBRL Taxonomy Extension Label Linkbase Document.
101.PRE		Inline XBRL Taxonomy Extension Presentation Linkbase Document.
104		Cover Page Interactive Data File (embedded with Inline XBRL document).

*	Management contract or compensatory plan or arrangement.

**	Filed herewith

This certification is deemed not filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (Exchange Act), or otherwise subject to the liability of that section, nor shall it be deemed incorporated by reference into any filing under the Securities Act of 1933, as amended, or the Exchange Act.

ITEM 16. FORM 10-K SUMMARY

None.

~~Siebert 2023 Form-10K 82~~50

SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

	SIEBERT FINANCIAL CORP.
	By:	/s/ John J. Gebbia
		John J. Gebbia
		Chief Executive Officer and Chairman
		(Principal executive officer)
	Date: May 10, 2024
	Date:	March 28, 2025
	By:	/s/ Andrew H. Reich
		Andrew H. Reich
		Executive Vice President, Chief Operating Officer, Chief Financial Officer, Secretary and Director (Principal financial and accounting officer)
	Date: May 10, 2024

	By:	/s/ Andrew H. Reich
		Andrew H. Reich
		Executive Vice President, Chief Operating Officer, Chief Financial Officer, Secretary and Director (Principal financial and accounting officer)

	Date:	March 28, 2025

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.

Name	Title	Date
/s/ John J. Gebbia	Chief Executive Officer and Chairman (Principal executive ~~officer)~~	~~May~~March 1028, ~~2024~~2025
John J. Gebbia	officer)
/s/ Andrew H. Reich	Executive Vice President, Chief Operating Officer and Chief ~~Financial~~	~~May~~March 1028, ~~2024~~2025
Andrew H. Reich	Financial Officer, Secretary and Director (Principal financial and accounting officer)
/s/ Gloria E. Gebbia	Director	~~May~~March 1028, ~~2024~~2025
Gloria E. Gebbia
/s/ Charles Zabatta	Director	~~May~~March 1028, ~~2024~~2025
Charles Zabatta
/s/ Francis V. Cuttita	Director	~~May~~March 1028, ~~2024~~2025
Francis V. Cuttita
/s/ Jerry M. Schneider	Director	~~May~~March 1028, ~~2024~~2025
Jerry M. Schneider
/s/ Hocheol Shin	Director	~~May~~March 1028, ~~2024~~2025
Hocheol Shin

~~Siebert 2022 Form-10K 83~~51

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