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, 2025
☐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)
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, 2025), was approximately $61,987,052.
The number of shares of the registrant’s outstanding common stock,
as of March 24, 2026, were 41,940,936 issued and 40,940,936 shares outstanding.
Documents
Incorporated by Reference: None
SIEBERT FINANCIAL CORP.
TABLE OF CONTENTS
PART I 1
ITEM 1. BUSINESS 1
ITEM 1A. RISK FACTORS 9
ITEM 1B. UNRESOLVED STAFF COMMENTS 17
ITEM 1C. CYBERSECURITY 17
ITEM 2. PROPERTIES 18
ITEM 3. LEGAL PROCEEDINGS 18
ITEM 4. MINE SAFETY DISCLOSURES 18
ITEM 6. [RESERVED] 19
ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK 31
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA F-1
ITEM 9A. CONTROLS AND PROCEDURES 32
ITEM 9B. OTHER INFORMATION 32
ITEM 9C. DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS 32
PART III 33
ITEM 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE 33
ITEM 11. EXECUTIVE COMPENSATION 39
ITEM 14. PRINCIPAL ACCOUNTING FEES AND SERVICES 44
ITEM 15. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES 46
SIGNATURES 49
i
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; changes and volatility in tariffs and trade policies; 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; risks related to new business lines; 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.
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.
We
conduct the following lines of business through our wholly-owned and majority-owned subsidiaries:
For purposes of this Annual
Report, the terms “Siebert,” “Company,” “we,” “us” and “our” refer to Siebert
Financial Corp., MSCO, SNXT, PW, STCH, RISE, STXD, GM, and SCRYP collectively, unless the context otherwise requires.
Our headquarters is located
at 653 Collins Avenue, Miami Beach, FL 33139, with primary operations in New York, Florida and California. Our phone number is (310) 385-1861
and our Internet address is www.siebert.com. Information included or available through our website does not constitute a part of this
Report. We have 13 branch offices throughout the U.S. and clients around the world.
We operate and manage our
business as two reportable segments: Financials Services and Media, Sports and Entertainment. Our Chief Operating Decision Maker reviews
our operating results and allocates resources on a consolidated basis. While we conduct our operations through multiple subsidiaries and
service offerings (including retail brokerage, investment advisory, insurance services,, investment banking and capital markets and technology
development), these activities are managed as part of an integrated broker-dealer and related financial services platform. Additional
segment information is included in the notes to our consolidated financial statements.
As of March 24, 2026, we
had 166 full-time employees. Our common stock is registered under Section 12 of the Exchange Act, and we file periodic reports with the
SEC, including annual reports on Form 10-K, quarterly reports on Form 10-Q, current reports on Form 8-K, and proxy and information statements
on Schedule 14. 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 $0.01 per share trades on
the Nasdaq Capital Market under the symbol “SIEB.”
1
Subsidiaries and Business Offerings
Muriel Siebert & Co., LLC.
Overview
MSCO has been providing online
and traditional discount brokerage services to clients for over 55 years. MSCO was founded in 1967 by Muriel F. (“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.
Today,
MSCO offers a wide range of products and services and is the primary subsidiary of Siebert.
Products and Services
MSCO
offers a wide range of products and services, including the following:
● Self-directed trading
● Market making and fixed income investments
● Stock borrow / stock loan
● Equity compensation plans
● Wealth management / financial advice
● Investment banking / capital markets
● Advanced trading
Additional Information
Brokerage and Related Services
MSCO offers a wide selection
of quality investment services, including broker assisted trades and free online self-service features such as real time quotes, market
data, and trading tools.
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 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 provide corporate services that support publicly traded companies
in managing various aspects of their equity-related needs. We believe our offerings are strengthened by technology-driven capabilities
that enhance efficiency and client experience. We primarily serve small- and mid-cap issuers and continue to focus on initiatives that
expand our presence in this market.
Our strategy emphasizes ongoing
investment in innovation and technology to improve operational effectiveness and support future growth. Additionally, shifts within the
industry—such as consolidation and evolving service requirements—are creating opportunities to expand our solutions and reach
new clients. We are developing enhanced equity-management offerings designed to better meet emerging market demand.
2
Independent Retail Execution Services
MSCO and its clearing
firms monitor order flow in efforts to ensure that customers are getting the best possible trade executions. All equity orders are
routed in a manner intended to afford MSCO’s customers the most favorable terms on all orders. 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.
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 across both our customer-facing platforms and our internal operations. We have launched several
new technology solutions and continue to develop additional initiatives designed to improve the overall client experience and operational
efficiency.
Investment Banking
During the first quarter of
2025, the Company established an Investment Banking division as part of its strategic expansion designed to serve middle-market clients
often overlooked by larger financial institutions. The Company staffed the investment banking division with experienced professionals
with extensive experience in capital markets, M&A, and financial advisory services to lead and develop this growth initiative. These
hires represent a significant investment in the Company’s future operations.
3
Siebert AdvisorNXT, Inc.
Overview
SNXT offers customers our
proprietary robo-advisory technology that utilizes trading algorithms initially developed by STCH to create our robo-advisor. This technology
provides clients with cost-efficient, competitively priced, and automated wealth management solutions intended to maximize portfolio returns
based on specific risk tolerance. 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.
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
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. STCH aims to be at the forefront of developing transformative solutions that will cater to both retail and
corporate service clients and drive operational efficiency.
We
have made investments in technology development projects collectively termed as Siebert’s “Retail Platform”. Some of
these technology investments include the development of a Siebert mobile trading application, online platform for our retail customer
base and corporate services clients, as well as upgrades to our technological and operational infrastructure to support these platforms
and future growth. 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.
4
RISE
Financial Services, LLC
Overview
RISE, a registered broker-dealer with the SEC and a member of FINRA,
currently has only limited operating activities. RISE is approved to offer a range of broker-dealer services, including self-directed
trading and stock loan and stock borrow services. The entity is continuing to assess its strategic initiatives to evaluate potential opportunities
and determine the optimal direction for its future operations.
Gebbia
Media, LLC
Overview
GM
is a media, sports and entertainment company focused on developing and promoting music and sports talent, and producing content across
film, television, podcasts, and digital platforms as well as providing services to college and professional athletes. GM has expanded
through strategic partnerships and acquisitions, including a rock music imprint, and launched a Sports Division to provide services for
college and professional athletes.
Products
and Services
The
products and services offered by GM include:
● Talent management and representation
● Sports negotiation services
● Marketing services
Acquisition of BMR
In May 2025, GM acquired Big
Machine Rock (“BMR”), the rock division of Big Machine Label Group (“BMLG”). The acquisition represents an expansion
of Gebbia Media’s presence in the music and media sectors. Big Machine Rock’s roster includes artists such as Daughtry, Badflower,
Sammy Hagar, Olive Vox, and Ryan Perdz.
Gebbia
Sports
In
June 2025, GM launched its division which focuses on serving the unique needs of elite college and professional athletes (“Gebbia
Sports”). Gebbia Sports has signed several NCAA athletes from top programs and universities, including TCU, Villanova, University
of Washington, BYU, and Xavier, among others. The division is led by Greg Murphy, a former collegiate basketball player and seasoned
financial executive with extensive experience in senior leadership roles at prominent financial institutions.
Siebert
Crypto, LLC
In
December 2025, Siebert formed SCRYP by filing a Certificate of Formation in the State
of Delaware. As of December 31, 2025, SCRYP had not commenced operations and the entity is in the preliminary stages of seeking
future registration as a Money Services Business and related state money transmitter licenses.
5
Competition
We
encounter significant competition from full-commission, online and discount brokerage firms, including zero commission firms, as well
as from financial institutions, mutual fund sponsors, venture-backed technology and cryptocurrency firms, and other organizations. 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. Additionally, our media, sports, and entertainment segment operates in a dynamic and rapidly evolving marketplace
that includes a wide range of participants such as media companies, professional sports organizations, streaming services, live event
producers, and digital content platforms. Many of these organizations have longer operating histories and larger content libraries, brand
presence, distribution channels, and athlete networks. As a relatively new entrant in this market, we may face challenges in attracting
and retaining audiences, clients, and strategic relationships, and our ability to compete effectively in this segment has not yet been
fully tested.
Regulations
Overview
The
securities industry in the U.S. is subject to extensive regulation under both federal and state laws. 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 materially affect our business operations, in particular our Financial Services segment, and impose capital,
client protection, and market conduct requirements, among others.
Conduct
and Training
The
principal purpose of regulation and discipline of broker-dealers is the protection of customers and the securities markets. 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, and other recent regulatory reforms, we have experienced significant
changes in the laws and 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 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.
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
rules and procedures have and may continue to bring increased costs associated with compliance and enhanced technology.
We
operate pursuant to the Regulation Best Interest Rules and as such, we conduct thorough training of all our employees with respect to
the requirements of Regulation Best Interest. We believe that we are in compliance with these requirements.
6
SIPC
As
a registered broker-dealer and FINRA member organization, MSCO and RISE are required by federal law to belong to SIPC which provides,
in the event of the liquidation of a broker-dealer, protection for securities held in customer accounts held by the firm of up to $500,000
per customer, subject to a limitation of $250,000 on claims for cash balances. 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 additional protection. Neither SIPC protection nor the
additional protection insures against fluctuations in the market value of securities.
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.
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’ 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.
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,
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 March 24, 2026, we had 166 employees, two of whom were corporate officers. None
of our employees are represented by a union, and we believe that relations with our employees are good.
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.
8
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 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 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