What changed in this filing

/stocks — the workspaceLOADING

Item 8. Financial Statements and Supplementary Data

2025-03-31 compared with 2024-05-10 · 1064 added, 1060 removed, 1080 unchanged (66% of the section changed)

2 unchanged sentences

SIEBERT FINANCIAL CORP.

Report of Independent Registered Public Accounting Firm (PCAOB ID 23 ) 31

Consolidated Statements of Financial Condition as of December 31, 2023 and 2022 32

Consolidated Statements of Operations for each of the years in the two-year period ended December 31, 2023 33

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 Cash Flows for each of the years in the two-year period ended December 31, 2023 35

Notes to Consolidated Financial Statements 36

Siebert 2023 Form-10K 30

Report of Independent Registered Public Accounting Firm (PCAOB ID 173 ) F-2

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, 2024 F-5

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, 2024 F-7

Notes to Consolidated Financial Statements F-8

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING

To the Shareholders and the Board of Directors of Siebert Financial

FIRM (PCAOB ID 173)

Shareholders and the Board of Directors of

Siebert Financial Corp.

and Subsidiaries

Miami, Florida

Opinion on the Financial Statements

We have audited the accompanying consolidated

statements of financial condition of Siebert Financial Corp.

(the Company) as of December 31, 2023 and 2022, the related consolidated

statements of operations, changes in stockholders’ equity, and cash flows for the years 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, and the results of its operations and its cash flows

for the years then ended, in conformity with accounting principles generally accepted in the United States of America.

statement of financial condition of Siebert Financial Corp.

and Subsidiaries (the "Company") as of December 31, 2024, the related

consolidated statements of operations, changes in stockholders’ equity, and cash flows for the period then ended, and the related

notes (collectively referred to as the "financial statements").

In our opinion, the financial statements present fairly, in

all material respects, the financial position of the Company as of December 31, 2024, and the results of its operations and its cash flows

for the 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 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.

These financial statements are the responsibility

of the Company's management.

Our responsibility is to express an opinion on the Company's financial statements based on our audits.

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 to perform, an audit of its internal control over financial reporting.

Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial

statements are free of material misstatement, whether due to error or fraud.

The Company is not required to have, nor were we engaged

to perform, an audit of its internal control over financial reporting.

As part of our audits we are required to obtain an understanding

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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.

the risks of material misstatement of the 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 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 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 critical audit matters 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 separate opinions on the critical audit matter or on the accounts or disclosures to which it relates.

a matter arising from the current period audit of the 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 financial statements and (2) involved our especially

challenging, subjective, or complex judgments.

The communication of the critical audit matter does not alter in any way our opinion on

the financial statements, taken as a whole, and we are not, by communicating the critical audit matter below, providing a separate opinion

on the critical audit matter or on the accounts or disclosures to which it relates.

Revenue Recognition

As described in Note 2 and Note 17 to the consolidated

financial statements, the Company recognizes revenue from the following types of services:

As described in Note 2 to the consolidated financial

statements, the Company recognizes revenue from the following types of services:

Commissions and Fees;

principal transactions

and proprietary trading;

Principal Transactions and Proprietary

Market Making;

Stock Borrow and Stock Loan;

advisory fees;

Advisory Services;

Interest, Marketing and Distribution Fees;

The principal considerations for our

determination that revenue recognition is a critical audit matter are (i) the significant number of revenue streams and (ii) the

volume of information used in the calculation of each revenue stream.

This required an increased extent of audit effort when

performing audit procedures.

How We Addressed the Matter in Our Audit

and Other 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

that revenue recognition is a critical audit matter are the complexities and challenges related to auditing the significant number of

revenue streams with 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.

As previously disclosed by 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.

factors resulted in a high level of audit effort required and involvement of professionals with expertise in information technology (IT)

necessary for us to identify, test, and evaluate the Company’s systems and automated controls.

Addressing the matter involved performing procedures

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These procedures

● Reviewed management’s revenue recognition policies

and related contracts.

● Performed substantive tests of details for a sample of transactions

for each material revenue stream.

● As a result of the Company’s material weakness related

to Information Technology General Controls (ITGCs), 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

evidence, rather than system reports or other information generated by the Company’s information technology (IT) systems.

reports obtained from the IT systems, the engagement team designed specific audit procedures to substantively test the completeness and

accuracy of such reports.

/s/ Baker Tilly US, LLP

Performing substantive test of details over all

relevant assertions for revenue streams which included:

o Evaluating management’s revenue recognition policies

for compliance with ASC 606 for contracts with customers.

o Evaluating management's revenue recognition policies for compliance with relevant accounting standards

for revenue from financial instruments.

o Performing transaction testing by agreeing amounts recognized to contractual agreements and testing the

mathematical accuracy of the recorded revenue.

o Confirming related accounts receivable balances directly with counterparties and vouched cash collection.

o Testing the fair values for applicable revenue lines including the fair value of underlying instruments

utilized in the recognition of revenue.

o Testing the completeness of revenue recognized within the period through performing cut-off procedures

around period-end.

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

/s/ Crowe LLP

We have served as the Company's auditor since

New York , New York

Siebert 2023 Form-10K 31

March 28, 2025

SIEBERT FINANCIAL CORP.

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Software, net

Intangible assets, net

Lease right-of-use assets

Equity method investment in related party

Investments, cost

Deferred tax assets

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41,120,936 shares issued and 40,120,936 shares outstanding as of December 31, 2024, respectively.

32,505,329 shares issued and outstanding as of December 31, 2022.

40,580,936 shares issued and 39,580,936 shares outstanding as of December 31, 2023.

Treasury stock, at cost;

1,000,000 and 0 shares held as of December 31, 2023 and

2022, respectively.

1,000,000 and 1,000,000 shares held as of

December 31, 2024 and 2023, respectively.

( 2,510,000 )

Additional paid-in capital

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$ 801,800,000

Numbers are rounded for presentation purposes.

Numbers are rounded for

presentation purposes.

See notes to consolidated financial statements.

Siebert 2023 Form-10K 32

SIEBERT FINANCIAL CORP.

24 unchanged sentences

( 1,035,000 )

( 4,015,000 )

Loss on sale of equity method investment in related party

Transaction termination costs

2 unchanged sentences

( 6,867,000 )

( 4,730,000 )

Income (loss) before provision for (benefit from) income taxes

( 4,290,000 )

Provision for (benefit from) income taxes

( 1,300,000 )

Net income (loss)

( 2,990,000 )

Less net income (loss) attributable to noncontrolling interests

( 1,000,000 )

Net income (loss) available to common stockholders

$ ( 1,990,000 )

Net income (loss) available to common stockholders per share of common stock

4 unchanged sentences

See notes to consolidated financial statements.

Siebert 2023 Form-10K 33

SIEBERT FINANCIAL CORP.

1 unchanged sentence

CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS’

Treasury Stock

Stockholders’

Paid-In Capital

Stockholders’ Equity

Noncontrolling

Balance – January 1, 2023

Issuance and transfers of RISE membership interests

Termination of agreement with technology vendor

Cancellation of treasury stock

Sales of equity method investments in related parties

( 1,113,000 )

( 1,178,000 )

Share-based compensation

( 1,990,000 )

Kakaopay transaction, net

of issuance cost

Non-cash consideration due

to Kakaopay transaction

Reacquisition of shares outstanding

( 2,510,000 )

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Balance – December

Kakaopay transaction, net of issuance cost

Non-cash consideration due to Kakaopay transaction

Reacquisition of shares outstanding

$ ( 2,510,000 )

( 2,510,000 )

Transaction with J2 Financial

Share-based compensation

Balance – December

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See notes to consolidated financial statements.

Siebert 2023 Form-10K 34

SIEBERT FINANCIAL CORP.

1 unchanged sentence

CONSOLIDATED STATEMENTS OF CASH FLOWS

Year Ended December 31,

Years Ended December 31,

Cash Flows from Operating Activities

Net income (loss)

$ ( 2,990,000 )

Adjustments to reconcile net income (loss) to net cash (used in) operating activities:

Deferred income tax benefit

Deferred income tax expense

Depreciation and amortization

Share-based compensation

Interest related to contract termination liability payment

Earnings of equity method investment in related party

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Transaction termination costs - Kakaopay fee

Loss on sale of equity method investment in related party

Share-based compensation

Securities segregated for regulatory purposes

Receivables from customers

( 11,544,000 )

( 20,766,000 )

Receivables from non-customers

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( 3,347,000 )

( 14,834,000 )

Prepaid expenses and other assets

Prepaid service contract

Payables to customers

3 unchanged sentences

( 10,793,000 )

( 5,924,000 )

Drafts payable

1 unchanged sentence

Accounts payable and accrued liabilities

( 1,170,000 )

Securities loaned

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Deferred contract incentive

Retail Platform implementation

Net cash used in operating activities

Contract termination payment

( 1,997,000 )

Technology platform integration

Net cash used in operating activities

( 4,804,000 )

Cash Flows from Investing Activities

Distribution from equity method investment in related party

Purchase of office facilities and equipment

Build out of property

( 1,313,000 )

Purchase of software

( 3,234,000 )

Additions to property, office facilities, and equipment

( 1,432,000 )

( 1,442,000 )

Transaction with J2 Financial

Cash paid for GE acquisition, net of cash acquired

( 1,123,000 )

Net cash used in investing activities

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Cash Flows from Financing Activities

Issuance of RISE membership interests

Transfers of RISE membership interests

Kakaopay issuance cost

1 unchanged sentence

Shares issued for Kakaopay transaction

Repayments of notes payable – related party

( 4,470,000 )

Repayments of long-term debt

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Net cash provided by (used in) financing activities

( 4,291,000 )

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 and securities segregated for regulatory purposes - beginning of year

Cash and cash equivalents, and cash and securities segregated for regulatory purposes - end of year

Net change in cash and cash equivalents, and cash segregated for regulatory purposes

Cash and cash equivalents, and cash segregated for regulatory purposes - beginning of year

Cash and cash equivalents, and cash segregated for regulatory purposes - end of year

$ 168,458,000

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Cash and cash equivalents - end of year

Cash and securities segregated for regulatory purposes - end of year

Cash and cash equivalents, and cash and securities segregated for regulatory purposes - end of year

Cash segregated for regulatory purposes - end of year

Cash and cash equivalents, and cash segregated for regulatory purposes - end of year

$ 168,458,000

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Non-cash investing and financing activities

Treasury stock (1)

$ ( 2,510,000 )

Kakaopay issuance cost (1)

$ ( 318,000 )

Non-cash consideration due to Kakaopay transaction (2)

Transaction with J2 Financial (2)

Share-based compensation (3)

Treasury stock (4)

$ ( 2,510,000 )

Non-cash consideration due to Kakaopay transaction (1)

Transfers of RISE membership interests (3)

Termination of agreement with technology vendor (4)

$ ( 560,000 )

Net membership interests of RISE from transactions with Hedge Connection (1)

Net membership interests exchange between Tigress and RISE (1)

Forgiveness of notes payable from Hedge Connection (1)

(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.

Non-cash consideration due to Kakaopay transaction (1)

Numbers are rounded for presentation purposes.

See notes to consolidated financial statements.

Siebert 2023 Form-10K 35

(1) Refer 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

(4) Refer to Note 4 – Transaction with Tigress for further

SIEBERT FINANCIAL CORP.

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its wholly-owned and majority-owned subsidiaries:

Siebert & Co., Inc.

(“MSCO”) provides retail brokerage services.

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

● 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 Advisers Act.

● Park Wilshire Companies, Inc.

(“PW”) provides

insurance services.

PW is a Texas corporation and licensed insurance agency.

● Siebert Technologies, LLC (“STCH”) provides technology

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.

an inactive subsidiary headquartered in Bermuda.

● Gebbia Entertainment, LLC (“GE”) is a Florida

limited liability company and provides media entertainment services.

purposes of this Report, the terms “Siebert,” “Company,” “we,” “us,” and “our”

refer to Siebert Financial Corp., MSCO, SNXT, PW, STCH, RISE, STXD, and GE, collectively, unless the context otherwise requires.

Effective January 1, 2024,

MSCO changed its name from Muriel Siebert & Co., Inc.

to Muriel Siebert & Co., LLC, and SNXT changed its name to from 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.

Wilshire Companies, Inc.

(“PW”) provides insurance services.

PW is a Texas corporation

and licensed insurance agency.

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

STCH is a Nevada

limited liability company.

Financial Services, LLC (“RISE”) is a Delaware limited liability company and

a broker-dealer registered with the SEC, CFTC, FINRA, SIPC, and NFA.

Digital Solutions, Ltd.

(“STXD”) is an inactive subsidiary headquartered in Bermuda.

purposes o f this Annual Report on Form 10-K, the terms “Siebert,” “Company,”

“we,” “us,” and “our” refer to Siebert Financial Corp., MSCO, SNXT, PW, STCH, RISE, and STXD collectively,

unless the context otherwise requires.

January 1, 2024, MSCO changed its name to Muriel Siebert & Co., LLC and SNXT changed its name to Siebert AdvisorNXT, LLC with its

tax status changing from a C-Corporation to a Limited Liability Corporation.

Refer to Note 24 – Subsequent Events for further detail.

to Siebert AdvisorNXT, LLC with their tax status changing from C-Corporations to LLCs under state law.

The Company is headquartered

in Miami Beach, FL, with primary operations in New Jersey and California.

in Miami Beach, FL, with primary operations in Florida, New York and California.

The Company has 10 branch offices throughout the U.S.

around the world.

The Company’s SEC filings are available through the Company’s website at www.siebert.com, where investors

can obtain copies of the Company’s public filings free of charge.

The Company’s common stock, par value $ .01 per share, trades

on the Nasdaq Capital Market under the symbol “SIEB.”

The Company primarily operates

in the securities brokerage and asset management industry and has no other reportable segments.

All of the Company’s revenues for the

years ended December 31, 2023 and 2022 were derived from its operations in the U.S.

of December 31, 2023, the Company is comprised of a single operating 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

and clients around the world.

The Company’s SEC filings are available through the Company’s website at www.siebert.com, where

investors can obtain copies of the Company’s public filings free of charge.

The Company’s common stock, par value $ .01 per

share, trades on the Nasdaq Capital Market under the symbol “SIEB.”

The Company engages in a single

line of business as a securities broker-dealer, providing comprehensive brokerage services including custody and clearing of retail accounts,

insurance and advisory services, principal transaction and proprietary trading, market making, and securities lending.

The Company currently

has no other reportable segments.

All of the Company’s revenues for the years ended December 31, 2024 and 2023 were derived from its operations

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”).

Summary of Significant Accounting Policies

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functional currency of the Company and numbers are rounded for presentation purposes.

Siebert 2023 Form-10K 36

Reclassification

Certain prior year amounts

have been reclassified to conform to the presentation of the current period.

The Company reclassified $ 137,000 related to a certain revenue

stream from the line item “Commissions and fees” to “Other income” on the consolidated statements of operations

for the year ended December 31, 2022 to conform to the presentation of the current period.

The reclassification has not materially impacted

the Company’s financial statements, and did not result in a change in total revenue, net income or cash flows from operations for

the periods presented.

Certain amounts for the year

ended December 31, 2024 and 2023, and certain cash flows within the Investing Activities section have been reclassified 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 wholly-owned and majority-owned consolidated subsidiaries.

Upon consolidation, all

intercompany balances and transactions are eliminated.

For the period of March 31, 2022 to October 18, 2022, the Company determined that

RISE was a VIE for which the Company was the primary beneficiary.

As discussed in more detail in Note 4 – RISE, as of October 18,

2022, the Company’s ownership in RISE increased to 68 % and has not changed through December 31, 2023;

therefore, the Company continues

to consolidate RISE under the voting interest model (“VOE model”).

statements include the accounts of Siebert and all other entities in which we have a controlling financial interest.

The Company determines

whether it has controlling financial interest in an entity by first evaluating whether the entity is a voting interest entity (“VOE”)

or a variable interest entity (“VIE”).

Upon consolidation, all intercompany balances and transactions are eliminated.

Company’s ownership in RISE was 68 % as of both December 31, 2024 and 2023.

Refer to Note 5 – RISE for more information.

For consolidated subsidiaries

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loss attributable to noncontrolling interests for such subsidiaries is presented as net income or loss attributable to noncontrolling

interests on the consolidated statements of operations.

interests in the consolidated statements of operations.

The portion of total equity that is attributable to noncontrolling interests for

such subsidiaries is presented as noncontrolling interests on the consolidated statements of financial condition.

such subsidiaries is presented as noncontrolling interests in the consolidated statements of financial condition.

For investments in entities

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the Company applies the equity method of accounting with net income and losses recorded in earnings of equity method investment in related

Voting Interest Entities

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

If the Company determines it holds a controlling financial interest in the VOE, the entity is consolidated in the Company’s

financial statements.

Variable Interest Entities

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The Company operates and reports

financial information in one operating segment.

Operating segments are defined as components of an enterprise for which separate

financial information is evaluated regularly by the chief operating decision maker in deciding how to allocate resources and assess performance.

All the Company’s revenues and substantially all of the Company’s assets are attributed to or located in the United States.

financial information in one operating segment, consistent with the way the Chief Operating Decision Maker (CODM) allocates resources

and evaluates performance.

Operating segments are determined based on how management organizes the business for decision-making, and the

CODM regularly reviews the Company’s financial information as a whole.

The Company is engaged in a single line of business as a

securities broker-dealer, providing various brokerage services, including custody and clearing of retail accounts, insurance and advisory

services, principal transaction and proprietary trading, market 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

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Actual results could differ from those estimates.

These 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.

Estimates are used in the

allowance for credit losses, valuation of certain investments, depreciation, income taxes, and the contingent liabilities related to legal

and healthcare expenses.

The Company also estimates the valuation allowance for its deferred tax assets based on the more likely than

not criteria.

The Company believes that its estimates are reasonable.

Siebert 2023 Form-10K 37

820 defines fair value, establishes a framework for measuring fair value, and establishes a hierarchy of fair value inputs.

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

that are consistent with the market, income, or cost approach, as specified by ASC 820, are used to measure fair value.

Accounting for Acquisitions

FASB ASC Topic 805 – “Accounting

for Contract Assets and Contract Liabilities from Contracts with Customers” (“Topic 805”) is used for accounting in

business acquisitions.

Topic 805 requires that goodwill be recognized separately from assets acquired and liabilities assumed at their

acquisition date fair values.

Goodwill, as of the date of acquisition, is determined as the excess of the consideration transferred net

of the acquisition date fair values of assets acquired and liabilities assumed.

Fair value estimates at acquisition date may be assessed

internally or externally using third parties.

As part of the valuation and appraisal process, the third-party appraiser prepares a report

assigning estimated acquisition date fair values to assets and liabilities.

These fair values estimations are subjective and require careful

consideration and sound judgement.

Management reviews the third-party reports for fairness of the assigned values.

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

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.

techniques that are consistent with the market, income, or cost approach, as specified by Topic 820, are used to measure fair value.

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

8 unchanged sentences

of judgment exercised in determining fair value is greatest for instruments categorized in level 3.

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.

value is a market-based measure considered from the perspective of a market participant rather than an entity-specific measure.

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.

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.

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:

government securities:

government securities are valued using quoted market prices and as such, valuation adjustments are not

Accordingly, U.S.

government securities are generally categorized in level 1 of the fair value hierarchy.

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.

Certificates of deposit are included in investments which are recorded at fair value, which is determined based on estimates

using observable market inputs like current market rates for similar deposits with comparable maturities.

When certificates of deposit

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 deposit are available for trading, they are categorized within securities owned, at

fair value in level 2 of the fair value hierarchy.

The fair value of corporate bonds is determined using recently executed transactions, market price quotations (when observable),

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assumptions are utilized for valuation.

Siebert 2023 Form-10K 38

Municipal securities are valued using recently executed transactions, market price quotations (when observable), bond spreads

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Municipal securities are generally categorized in level 2 of the fair value

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 are valued based on quoted prices from the exchange.

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utilized for valuation.

government securities:

government securities are valued using quoted market prices and as such, valuation adjustments are not

Accordingly, U.S.

government securities are generally categorized in level 1 of the fair value hierarchy.

Cash and Cash Equivalents

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institution with which it conducts business is unable to fulfill its contractual obligations and deposits exceed FDIC limits.

times, cash balances may exceed FDIC insured limits.

Cash and Securities

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in a special reserve account for the exclusive benefit of customers.

of December 31, 2023, the Company had approximately $ 158.8 million in cash deposits in special reserve accounts and $ 115.5 million in

of December 31, 2024, the Company had approximately $ 135.8 million in cash segregated for regulatory purposes and $ 68.8 million in qualified

securities segregated for regulatory purposes.

As of December 31, 2022, the Company had approximately $ 135.2 million in cash deposits

in special reserve accounts and $ 141.0 million in securities segregated for regulatory purposes.

As of December 31, 2023, the Company had approximately $ 158.8 million in cash segregated

for regulatory purposes and $ 115.5 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.

Current Expected Credit 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.

the allowance for credit losses if any are reported in credit loss expense.

Receivables from and

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31, 2024 and 2023.

Securities beneficially owned by customers, including those that collateralize margin or other similar transactions,

are not reflected on the consolidated statements of financial condition.

Siebert 2023 Form-10K 39

Management actively monitors its exposure to credit risk through daily reviews of customer receivables and 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 in the consolidated statements of financial condition.

Receivables from and

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customer transactions for the years ended December 31, 2024 and 2023 were both self-cleared and cleared on a fully disclosed basis through

RISE customer transactions for the year ended December 31, 2023 were cleared on fully disclosed basis through MSCO.

ended December 31, 2022 were cleared on fully disclosed basis through GSCO and Pershing.

RISE did not have any customer transactions through

MSCO for the years ended December 31, 2023 and 2022.

The Company signed a four-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.

Siebert 2023 Form-10K 40

RISE maintained a fully disclosed clearing agreement with MSCO for customer transactions for the years ended December 31, 2024 and

however, there were no customer transactions related to this clearing agreement during those years.

Receivables from and deposits

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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.

this daily settlement, the amount of unsettled credit exposures is limited to the amount owed to the Company for a very short period of

The Company continually reviews the credit quality of its counterparties.

Further, management reassessed the risk characteristics

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As a result, the Company had no expectation of credit losses for these arrangements as of December 31, 2024 and 2023.

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

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by one of the parties.

However, for financial statement purposes, the Company does not net balances related to these financial instruments.

These financial instruments are presented on a gross basis in the consolidated statements of financial condition.

Siebert 2023 Form-10K 41

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

Gross Amounts

Offset in the

Statements of

Securities borrowed

$ 394,709,000

$ 371,076,000

Securities loaned

$ 419,433,000

$ 404,312,000

As of December 31, 2022

Gross Amounts

of Recognized

Gross Amounts

Offset in the

Statements of

Securities borrowed

$ 336,909,000

$ 326,618,000

Securities loaned

$ 327,180,000

$ 316,648,000

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.

However, for financial statement purposes, the Company does not net securities borrowed and securities loaned and

these items 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.

Securities Owned and

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These securities are classified

as trading securities and in accordance with ASC 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.

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

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

Securities owned, at fair value

Principal transactions and proprietary trading

Securities owned, at fair value;

Securities sold, not yet purchased at fair value

Market making, Principal transactions and proprietary trading

government securities

Securities owned, at fair value

Principal transactions and proprietary trading

government securities

Cash and securities segregated for regulatory purposes

Principal transactions and proprietary trading

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

government securities Trading Securities owned, at fair value Principal transactions and proprietary trading

government securities Trading Cash and securities segregated for regulatory purposes Principal transactions and proprietary trading

Property, Office Facilities, and Equipment,

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, generally not exceeding four years .

Office facilities are

amortized over the shorter of their estimated useful life, generally between four and ten years , 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.

for property is calculated using the straight-line-method over the estimated useful life of the property, not exceeding forty years .

Siebert 2023 Form-10K 42

Depreciation for property, office

facilities, and equipment are calculated using the straight-line method over the estimated useful lives of the assets.

Estimated useful

lives are as follows:

Property improvements

Leasehold improvements

Lesser of useful life or lease term

Office facilities and equipment

Software, Net

Company capitalizes certain costs for certain software and amortizes them over their useful life, generally not exceeding three years .

Company capitalizes certain costs for certain software and amortizes them over their useful life, generally not exceeding five years .

Depending on the terms of the contract, the Company either records costs from software hosting arrangements as prepaid assets and amortizes

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then amortized over the term of the contract.

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

The Company reviews all relevant

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If the Company determines that a contract

contains a lease, it recognizes, on the consolidated statements of financial condition, a lease liability and a corresponding right-of-use

contains a lease, it recognizes, in the consolidated statements of financial condition, a lease liability and a corresponding right-of-use

asset on the commencement date of the lease.

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Operating lease expense is

recognized on a straight-line basis over the lease term and is included in line item “Rent and occupancy” on the consolidated

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.

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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” on the consolidated statements

of accounting and are included in the line item “Equity method investment in related party” in 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 on the consolidated statements of operations.

before the income before provision for income taxes in the consolidated statements of operations.

Company evaluates its equity method investments whenever events or changes in circumstance indicate that the carrying amounts of such

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of the same issuer, and impairments.

Those investments are classified within Investments, cost on the consolidated statements of financial

As of December 31, 2023 and 2022, the Company had investments, cost of $0 and $ 850,000 , respectively.

Siebert 2023 Form-10K 43

As of December 31, 2024 and 2023, the Company had no investments.

Other Intangible 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

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.

represents the excess purchase price of businesses acquired over the fair value of the identifiable net assets acquired.

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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” on

pay the Company four annual credits of $ 100,000 , which are both recorded in the line item “Deferred contract incentive” in

the consolidated statements of financial condition.

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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” on the consolidated statements of operations.

in the line item “Clearing fees, including execution costs” in 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 quarterly installments.

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 ASC 420, “Exit or Disposal Cost Obligations.” 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

the consolidated statements of financial condition.

The expense was recorded in the line item “Transaction termination costs”

on the consolidated statements of operations.

Refer to Note 5 – Transaction with Kakaopay for further detail.

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” in the consolidated statements of financial condition.

The expense was recorded

in the line item “Transaction termination costs” in the consolidated statements of operations.

Refer to Note 6 – 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

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,

Revenues from Contracts with Customers

Principal transactions and proprietary trading

Riskless principal transactions with customers

Commissions and fees

Brokerage commissions

Distribution fees

Insurance commissions

Stock borrow / stock loan

Retail fees (rebates)

Stock locate services

Administrative fees

Payment for order flow

Other commissions

Advisory fees

Total revenues from contracts with customers

Revenue outside the scope of Topic 606

Principal transactions and proprietary trading

Proprietary trading

Interest, marketing and distribution fees

Margin interest

Interest income

Marketing and distribution fees

Stock borrow / stock loan

Stock rebate revenue

Market making

Total revenue outside the scope of Topic 606

Total revenue

The primary sources of revenue

for the Company are as follows:

Principal Transactions

and Proprietary Trading

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.

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

1 unchanged sentence

income securities, as well as certain third-party mutual funds and ETFs.

Siebert 2023 Form-10K 44

revenue associated with combined trade execution and clearing services, as well as trade execution services on a standalone basis, is

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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.

Principal Transactions

and Proprietary Trading

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.

The second revenue stream is entering into transactions where U.S.

government securities

and other securities are traded by the Company.

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

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.

the investor remains in the fund, both of which are highly susceptible to factors outside the Company’s influence, the Company recognizes

revenue once the market value of the fund and the investor activities are known, which are usually monthly or quarterly.

fees recognized in the current period are primarily related to performance obligations that have been satisfied in prior periods.

Stock Borrow /

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 self-clearing revenues net of operating expenses related to stock borrow / stock loan.

/ stock loan also includes any revenues generated from the Company’s fully paid lending programs on a self-clearing or introducing

The Company does not utilize stock borrow / stock loan activities for the purpose of financing transactions.

client accounts, facilitates borrow and loan contracts for broker-dealer counterparties.

The Company records 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.

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).

borrowed and securities loaned transactions are recorded at the amount of cash collateral advanced or received, respectively, with all

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borrow and loan fees represent interest or (rebate) on the cash received or paid as collateral on the securities borrowed or loaned.

Company applies a practical expedient to ASC 326 regarding its securities borrowed and loaned balances and their underlying collateral.

Company applies a practical expedient to 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,

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asset in accordance with standard industry practice.

Based on the above factors, there is no material current expected credit loss under

ASC 326 for securities borrowed and loaned transactions is not needed as of December 31, 2023.

Siebert 2023 Form-10K 45

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.

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 Topic 326 for securities borrowed and loaned transactions is not needed as of December 31, 2024.

Company also 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.

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.

Company also earns revenue from an agreement with JonesTrading Institutional Service, LLC (“JonesTrading”) whereby J onesTrading

pays the Company a percentage of the net revenue produced by certain historical institutional customers less any related expenses.

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.

Advisory Fees

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The performance obligation related to this revenue stream is satisfied

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.

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

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.

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.

Company also earns margin interest which is the net interest charged to customers for holding financed margin positions.

1 unchanged sentence

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.

fees recognized in the current period are primarily related to performance obligations that have been satisfied in prior periods.

income 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.

Company also earns revenue from an agreement with JonesTrading Institutional Service, LLC (“JonesTrading”) whereby J onesTrading

pays the Company a percentage of the net revenue produced by certain historical institutional customers less any related expenses.

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.

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

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.

Costs to Obtain

or Fulfill a Contract;

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-10K 46

Performance Obligation

The following table presents

each revenue category and its related performance obligation:

Revenue Stream

Performance Obligation

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

Over time recognition

Marketing fees

Provide financial services to customers and counterparties

Point in time recognition

Distribution fees

provide financial services to customers and counterparties;

Point in time recognition;

Over time recognition

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

Point in time recognition

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.

Share-based Compensation

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.

Company 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.

Advertising and Promotion

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tax asset valuation allowance, which would reduce the provision for income taxes.

Siebert 2023 Form-10K 47

The Company records uncertain

tax positions in accordance with ASC 740 on the basis of a two-step process in which (1) the Company determines whether it is more likely

tax positions in accordance with Topic 740 on the basis of a two-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

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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.

and penalties related to unrecognized tax benefits on the provision for income taxes line in the consolidated statements of operations.

Accrued interest and penalties would be included on the related tax liability line in the consolidated statements of financial condition.

Capital Stock

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Per Share Data

earnings per share is calculated by dividing net income available to the Company’s common stockholders by the weighted average number

of outstanding common shares during the year.

Diluted earnings per share is calculated by dividing net income available to the Company’s

common stockholders by the number of shares outstanding under the basic calculation and adding all dilutive securities, which consist

The Company has no dilutive securities as of both December 31, 2023 and 2022.

earnings per share (“EPS”) is calculated by dividing net income available to the Company’s common stockholders by the

weighted average number of common shares outstanding during the period.

The Company’s Restricted Stock Awards (“RSA”s)

and Restricted Stock Units (“RSU”s) do not receive dividends or dividend equivalents prior to vesting and are therefore not

considered participating securities under FASB ASC Topic 260 – “Earnings Per Share” (“Topic 260”).

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

December 2023, the Financial Accounting Standards Board (“FASB”) issued ASU 2023-09, “Improvements to Income Tax Disclosures”

December 2023, the FASB issued ASU 2023-09, “Improvements to Income Tax Disclosures” (“ASU 2023-09”).

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.

2023-09 will be effective for the Company for annual periods beginning after December 15, 2024, though early adoption is permitted.

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.

In November 2024, the FASB

issued ASU “2024-03”, “Income Statement—Reporting Comprehensive Income—Expense Disaggregation Disclosures”

(“ASU 2024-03”).

The ASU is intended to enhance the transparency and decision usefulness of income 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.

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.

Accounting Standards Adopted in Fiscal 2024

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.

Transactions with Tigress and Hedge

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.

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

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:

Cash and cash equivalents

Accounts receivable

Security deposits

Other Intangible assets, net

Total Assets acquired

Purchase price

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.

Transaction with Tigress

Initial Transaction

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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

6 unchanged sentences

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

5 unchanged sentences

interest in Tigress.

The Company accounted for the Share Redemption Agreement as a sale of a financial asset in accordance with ASC 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.

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.

As a result of the Reorganization

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 an impairment test as of October 18, 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 and earnings derived from comparable

publicly-traded companies.

Based upon the updated valuation, the Company recognized an impairment of $ 4,015,000 for the year ended December

31, 2022, which is included in line item “Impairment of investments” on the consolidated statements of operations.

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.

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 for more detail on

these transactions and information that impacted the periods presented.

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 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 Share Redemption Agreement,

the Company had no remaining interest in Tigress.

Siebert 2023 Form-10K 49

Hedge Connection

Initial Transaction

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 ;

Vioni provided the Company with the right to appoint one director to

the Board of Directors of Hedge Connection;

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.

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.

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 .

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.

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.

the year ended December 31, 2023.

Refer to Note 8 – Fair Value Measurements for more detail.

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, RISE reported assets of $ 1.3 million and liabilities

There are no restrictions on RISE’s assets.

Siebert 2023 Form-10K 50

Kakaopay Transaction

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.

April 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.

with the execution of the First Tranche Stock Purchase Agreement, Siebert and Kakaopay entered into a second Stock Purchase Agreement

17 unchanged sentences

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.

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.

connection with the foregoing, on December 19, 2023, Siebert entered into an Amended and Restated Stockholders’ Agreement (the “A&R

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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 on the consolidated statements of financial condition.

amount consisted of $ 318,000 which was recorded within the line item “Prepaid expenses and other assets” on 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.

to “Additional paid-in capital” in stockholders’ equity in the consolidated statements of financial condition.

amount consisted of $ 2,149,000 which was recorded within the line item “Prepaid expenses and other assets” in the consolidated

statements of financial condition as of December 31, 2023.

Of the amount incurred during the year ended December 31, 2023, $ 560,000 was

part of non-cash consideration.

Company incurred $ 5,943,000 for the year ended December 31, 2023 associated with the termination of the transaction with Kakaopay which

is recorded in the line item “Transaction termination cost” on the consolidated statements of operations.

was recorded in the line item “Transaction termination cost” 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 of the date of the agreement, as well as legal and other consulting costs associated with the transaction of approximately

of the $ 5,000,000 fee to Kakaopay (payable in ten quarterly installments that began on March 29, 2024) adjusted for the present value

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 .

1 unchanged sentence

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 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.

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 as described

Siebert 2023 Form-10K 51

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 fair value of the warrant of $ 560,000 was recorded as non-cash consideration in 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.

Receivables from, Payables to, and Deposits with Broker-Dealers

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Securities fail-to-deliver

Other receivables

Total Receivables from and deposits with broker-dealers and clearing organizations

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of DTCC common stock valued at approximately $ 1,145,000 and $ 1,236,000 , respectively, which are included in the line item “Deposits

with broker-dealers and clearing organizations” on the consolidated statements of financial condition.

with broker-dealers and clearing organizations” in the consolidated statements of financial condition.

The share value is updated

annually, as of March 20, 2024 and for the year ended December 31, 2024, based on the release of DTCC’s annual amended and restated

shareholder agreement.

In September 2022, MSCO and

RISE entered into a clearing agreement whereby RISE would introduce clients to MSCO.

As part of the agreement, RISE deposited a clearing

fund escrow deposit of $ 50,000 to MSCO, and had excess cash of approximately $ 1.0 million in its brokerage account at MSCO as of December

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.

The Company terminated its clearing relationships with GSCO and Pershing in 2022.

Prepaid Service

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

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.

Refer to Note 24 – Related Party Disclosures

for more detail.

Fair Value Measurements

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basis for the periods indicated.

As required by ASC Topic 820, financial assets and financial liabilities are classified in their entirety

As required by Topic 820, financial assets and financial liabilities are classified in their entirety

based on the lowest level of input that is significant to the respective fair value measurement.

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government securities

$ 115,515,000

Securities owned, at fair value

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Certificates of deposit

Municipal securities

Corporate bonds

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Total Securities sold, not yet purchased, at fair value

Siebert 2023 Form-10K 53

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:

Maturing in 2023

government securities with the market values and maturity dates for the periods indicated below:

Maturing in 2025

Maturing in 2026

Maturing after 2025

Accrued interest

Total Market value

$ 133,268,000

Maturing in 2023

$ 106,873,000

Maturing in 2024

Maturing after 2024

Maturing in 2025

Accrued interest

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at Fair Value on a Non-Recurring Basis

following table represents information for assets measured at fair value on a nonrecurring basis and displays the carrying value after

measurement as of the periods indicated.

The fair value measurement is nonrecurring as these assets are measured at fair value only when

there is a triggering event (e.g., an evidence of impairment).

Assets included in the table are those that were impaired during the respective

reporting periods and that are still held as of the reporting date.

The estimated fair values for these amounts were determined using

significant unobservable inputs (Level 3).

As of December 31

Equity method investment in related party

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

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.

discussed in Note 3 – Transactions with Tigress, 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” in 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.

the transaction, the Company had no remaining interest in Tigress as of December 31, 2024.

Financial Assets and

Liabilities Not Carried at Fair Value

following represents financial instruments in which the ending balances as of December 31, 2023 and 2022 that are not carried at fair

value in the consolidated statements of financial condition:

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

Securities segregated for regulatory purposes consist solely of U.S.

government securities and are included in the fair value hierarchy

Cash and cash equivalents and cash and securities segregated for regulatory purposes are classified as level 1.

Siebert 2023 Form-10K 54

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.

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.

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 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.

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.

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

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

Financial assets and liabilities

not measured at fair value are recorded at carrying value, which approximates fair value either due to their short-term nature, or in

the case of long-term assets or liabilities, management has determined the difference in the carrying value and fair value is immaterial.

The tables below represents financial instruments in which the ending balances as of December 31, 2024 and 2023 are not carried at fair

value in the statements of financial condition:

As of December 31, 2024

Carrying Value

Financial assets, not measured at fair value

Cash and cash equivalents

Cash – segregated for regulatory purposes

Securities borrowed

Receivables from customers

Receivables from non-customers

Receivables from broker-dealers and clearing organizations

Other receivables

Deposits with broker-dealers and clearing organizations

Total financial assets, not measured at fair value

$ 403,363,000

$ 168,458,000

$ 234,905,000

Financial liabilities, not measured at fair value

Securities loaned

$ 184,962,000

Payables to customers

Payables to non-customers

Drafts payable

Payables to broker-dealers and clearing organizations

Deferred contract incentive

Long-term debt

Contract termination liability

Total financial liabilities, not measured at fair value

$ 424,454,000

As of December 31, 2023

Carrying Value

Financial assets, not measured at fair value

Cash and cash equivalents

Cash – segregated for regulatory purposes

Securities borrowed

Receivables from customers

Receivables from non-customers

Receivables from broker-dealers and clearing

organizations

Other receivables

Deposits with broker-dealers and clearing

organizations

Total financial assets, not measured at fair value

$ 646,482,000

$ 164,537,000

$ 481,945,000

Financial liabilities, not measured at fair value

Securities loaned

$ 419,433,000

Payables to customers

Payables to non-customers

Drafts payable

Payables to broker-dealers and clearing

organizations

Deferred contract incentive

Long-term debt

Contract termination liability

Total financial liabilities, not measured at fair value

$ 722,151,000

Property, Office Facilities, and Equipment, Net

9 unchanged sentences

for property, office facilities, and equipment was $ 814,000 and $ 589,000 for the years ended December 31, 2024 and 2023, respectively.

July 7, 2023, the Company entered into a new lease agreement for office space in the World Financial Center in New York City.

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.

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

1 unchanged sentence

The Miami office building contains approximately 12,000 square feet of office space and serves as the headquarters of the Company.

Siebert 2023 Form-10K 55

expense commenced in April 2023 when the Miami office building was completed and placed in service.

5 unchanged sentences

As of December 31,

Other software

Retail Platform

Total Software

Less accumulated amortization – robo-advisor

Less accumulated amortization – other software

Less accumulated amortization – Software

( 1,031,000 )

Less impairment – Technology Platform

Total Software, net

In the fourth quarter of 2022,

the Company partnered with a technology vendor to develop a new Retail Platform.

The total software development expense related to this

project was $ 978,000 as of December 31, 2023, all of which was capitalized.

the year ended December 31, 2023, the Company decided to terminate the agreement with the technology vendor and reassess its technology

The Company decided to change the strategic direction of its technology development for its Retail Platform and determined that

an other than temporary impairment of the Retail Platform existed.

The Company recognized an impairment loss of $ 990,000 for the year

ended December 31 , 2023, which is included in “Depreciation and amortization”

on the consolidated statements of operations.

The Company capitalized $ 978,000

in software development costs for a technology platform integration as of December 31, 2023.

In the fourth quarter of 2023, the

Company reassessed the strategic direction of the technology platform and determined that an other than temporary impairment had occurred.

The Company recognized an impairment loss of $ 990,000 for the year ended December 31 , 2023,

which is included in “Depreciation and amortization” in the consolidated statements of operations.

The Company contracted with

a technology vendor in the fourth quarter of 2023 to support the development of the Retail Platform, supplementing its internal technology

The total software development expense related to the Retail Platform was $ 4,093,000 as of December 31, 2024, all of which

was capitalized.

Amortization for the Retail Platform will commence once it is placed in service, which is expected to be in the second

quarter of 2025.

Total amortization of software

was $ 485,000 and $ 442,000 for the years ended December 31, 2024 and 2023, 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:

2029 and after

Transaction with J2

Financial Technology

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.

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.

of December 31, 2024, all of the Company’s leases are classified as operating and primarily consist of office space leases expiring

1 unchanged sentence

The Company elected not to include short-term leases (i.e., leases with initial terms of less than twelve months),

or equipment leases (deemed immaterial) on the consolidated statements of financial condition.

or equipment leases (deemed immaterial) in 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 on the consolidated

equipment, but they are immaterial and therefore the Company records the costs associated with this office equipment in 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 on the consolidated statements of financial condition and the below tables display further detail on the

lease liabilities are displayed in the consolidated statements of financial condition and the below tables display further detail on the

Company’s leases.

1 unchanged sentence

in New York City.

This office will replace the New Jersey office as one of the Company’s key operating centers and the total commitment

This office replaced 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

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.

Lease Term and Discount Rate As of

Weighted average remaining lease term – operating leases (in years) 3.3 3.9

9 unchanged sentences

Operating leases

Siebert 2023 Form-10K 56

Lease Commitments

2 unchanged sentences

Remaining balance of lease payments

difference between undiscounted cash flows

and discounted cash flows

difference between undiscounted cash flows and discounted cash flows

Lease liabilities

3 unchanged sentences

In determining whether the investment in Tigress should be accounted for under the equity

method of accounting, the Company considered the guidance under ASC 323, Investments – Equity Method and Joint Ventures.

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

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.

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.

the Reorganization Agreement, the Company owned 17 % of Tigress.

5 unchanged sentences

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” on the consolidated statements of operations.

line item “Earnings of equity method investment in related party” in the consolidated statements of operations.

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 and a loss of $ 16,000 for 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.

Company received cash distributions from Tigress of $ 0 and $ 259,000 for the years ended December 31, 2023 and 2022, respectively.

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.

is a table showing the summary from the consolidated statements of operations and financial condition for Tigress based on the most recent

financials prior to the transaction on July 10, 2023 (unaudited):

Six Months Ended

Operating income (loss)

$ ( 132,000 )

Net income (loss)

$ ( 132,000 )

Stockholders’ Equity

Transaction with Hedge Connection

to the Termination Agreement with Hedge Connection, 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.

Siebert 2023 Form-10K 57

from the Company’s investment in Tigress was $ 0 and $ 111,000 for the years ended December 31, 2024 and 2023, respectively, which

is in the line item “Earnings of equity method investment in related party” in the consolidated statements of operations.

Company did not receive cash distributions from Tigress for the years ended December 31, 2024 and 2023.

As of both December 31, 2024 and

2023, the carrying amount of the investment in Tigress was $ 0 .

Goodwill and Other Intangible Assets, Net

As of December 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

Refer to Note 2 – Summary of Significant Accounting Policies for further information.

Other Intangible Assets, Net

As a 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.

expense for the intangible asset totaled $ 81,000 for the year ended December 31, 2024.

As of December 31, 2024, the

Company estimates the following future amortization of other intangible assets:

Investments, Cost

5 unchanged sentences

than temporary impairment existed.

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” on the consolidated statements of financial

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.

Long-Term Debt

5 unchanged sentences

for another $ 338,000 to finance part of the build out of the Miami office building.

The Company has utilized its commitment of $ 338,000

as of December 31, 2022.

As of December 31, 2024 and 2023, the Company’s

outstanding balance of the mortgage was $ 4,228,000 and $ 4,313,000 , respectively.

The Company’s obligations

17 unchanged sentences

of December 31, 2024, the interest rate for this mortgage was 3.6 %.

Loan with East West Bank

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

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

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.

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.

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.

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

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.

The Company’s interest expense for these notes payable for the year ended December

31, 2022 was $ 151,000 .

Deferred Contract Incentive

3 unchanged sentences

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” on the consolidated statements of financial condition.

$ 100,000 , which are recorded in the line item “Deferred contract incentive” in the consolidated statements of financial condition.

Annual credits shall be paid on the anniversary of the date on which the first credit was paid.

1 unchanged sentence

credits will be recognized as contra expense over four years and one year , respectively, in the line item “Clearing fees, including

execution costs” on the consolidated statements of operations.

execution costs” in the consolidated statements of operations.

The amendment also provides for an early termination fee if the Company

4 unchanged sentences

incentive was approximately $ 0.5 million and $ 1.2 million as of December 31, 2024 and 2023, respectively.

Revenue Recognition

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

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

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

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

Year Ended December 31

Year over Year

Principal transactions and proprietary trading

Realized and unrealized gain on primarily riskless principal transactions

Realized and unrealized gain (loss) on portfolio of U.S.

government securities

( 3,900,000 )

Total Principal transactions and proprietary trading

Borrow / Stock Loan

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

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.

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.

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

Year Ended December 31,

$ ( 749,000 )

State and local

1 unchanged sentence

$ ( 366,000 )

$ ( 305,000 )

State and local

1 unchanged sentence

Total Provision for (benefit from) income taxes

$ ( 1,300,000 )

The Company’s effective tax rate differs

4 unchanged sentences

Goodwill amortization

Non-deductible fines and penalties

Share based compensation

Permanent differences

2 unchanged sentences

Effective tax rate

Siebert 2023 Form-10K 60

Deferred income taxes reflect

7 unchanged sentences

Share-based compensation

Investment in Tigress

Intangible assets

Investment in RISE

Investment in OpenHand

Investment in Trading Technology Provider

R&D costs capitalization

Settlement liability related to Kakaopay termination

Settlement liability related to Kakaopay

Capital loss carryover

1 unchanged sentence

( 1,104,000 )

( 1,243,000 )

Total Deferred tax assets

16 unchanged sentences

31, 2024 that its U.S.

deferred tax assets are realizable on a more-likely-than-not basis with the exception of certain investments that

will result in future capital losses and certain state net operating losses.

The amount of the Company’s valuation allowance increased

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.

The amount of the Company’s valuation allowance decreased by

$ 139,000 during 2024.

5 unchanged sentences

federal net operating loss carryforwards of approximately $ 3.7 million which expire in varying

amounts starting in 2035 to 2036 if not utilized but available to offset 100 % of future taxable income.

operating loss carryforwards are subject to annual limitation under Section 382.

Siebert 2023 Form-10K 61

amounts starting in 2035 to 2036 if not utilized.

These net operating losses are available to offset 100 % of future taxable

However, these U.S.

federal net operating loss carryforwards are subject to annual limitation under Section 382.

A reconciliation of the beginning

12 unchanged sentences

unrecognized tax benefit of $ 1,354,000 and $ 1,405,000 as of December 31, 2024 and 2023, respectively, are recorded in the line item “Taxes

payable” on the consolidated statements of financial condition.

payable” in the consolidated statements of financial condition.

Of the amounts reflected above as of December 31, 2024 and 2023,

6 unchanged sentences

31, 2024 and 2023, the accrued balance of interest and penalties on unrecognized tax benefits was $ 397,000 and $ 245,000 , respectively.

The Company does not believe that the amount of unrecognized tax benefits will significantly increase or decrease within the next 12 months.

In the next 12 months, the amount of unrecognized tax benefits is expected to decrease by $ 1,292,000 due to lapse in statute of limitations

Company files a federal income tax return and income tax returns in various state tax jurisdictions.

2 unchanged sentences

The open tax years for the federal and state income tax

filings is generally 2020 through 2023.

filings are generally 2021 through 2024.

October 8, 2021, the Organization for Economic Co-operation and Development (OECD) announced the OECD/G20 Inclusive Framework on Base

2 unchanged sentences

rate of 15 % for multinational companies with consolidated revenue above € 750 million.

Various foreign jurisdictions are in the process

of enacting legislation to adopt a minimum effective tax rate.

The OECD continues to release additional guidance on the two-pillar solution

with an implementation anticipated by 2024.

Based on the fact that the Company’s operations are all located within the United State

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.

The Company continues to evaluate the Pillar

Two Framework and its potential impact on future periods, however based on the fact that the Company’s operations are all located

within the United 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.

Capital Requirements

16 unchanged sentences

for deposit(s) and / or withdrawal(s) made on January 2, 2025, MSCO had $ 1.7 million in excess of the deposit requirement.

Siebert 2023 Form-10K 62

of December 31, 2023, 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.

The Company made no subsequent deposits or withdrawals on January 3, 2023.

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, 2024, the

4 unchanged sentences

made no subsequent deposits or withdrawals on January 2, 2025.

As of December 31, 2022, the Company did not hold any proprietary accounts

of introducing broker-dealers.

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.

RISE, as a member of FINRA,

6 unchanged sentences

Exchange Act or Rule 15c3-1.

As of December 31, 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.

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.

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.

Financial Instruments with Off-Balance

12 unchanged sentences

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

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

Company’s customer securities activities are transacted on either a cash or margin basis.

20 unchanged sentences

In addition, the Company establishes credit limits for such activities and continuously monitors compliance.

Siebert 2023 Form-10K 63

The Company’s securities

lending transactions are subject to master netting agreements with other broker-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.

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.

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

The Company accounts for securities lending transactions in accordance with Subtopic 210-20.

of December 31 , 2024, the Company had margin loans extended to its customers of approximately

$ 338.1 million, of which $ 72.8 million is in the line item “Receivables from customers” on the consolidated statements of

$ 403.8 million, of which $ 84.4 million is in the line item “Receivables from customers” in the consolidated statements of

financial condition.

As of December 31, 2023, the Company had margin loans extended to its customers of approximately $ 338.1 million,

of which $ 52.1 million is in the line item “Receivables from customers” on the consolidated statements of financial condition.

of which 72.8 million is in the line item “Receivables from customers” in the consolidated statements of financial condition.

There were no material losses for unsettled customer transactions for the years ended December 31, 2024 and 2023.

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 Condition 1

Presented in the

Statements of

Financial Condition

Securities borrowed

$ 139,040,000

$ 126,484,000

Securities loaned

$ 184,962,000

$ 170,780,000

As of December 31, 2023

Gross Amounts of Recognized Assets and Liabilities

Gross Amounts Offset in the Consolidated Statements of Financial Condition 1

Net Amounts Presented in the Consolidated Statements of Financial Condition

Collateral Received or Pledged 2

Securities borrowed

$ 394,709,000

$ 371,076,000

Securities loaned

$ 419,433,000

$ 404,312,000

(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.

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,

Less net income attributable to noncontrolling interests

Net income available to common stockholders

Weighted-average common shares outstanding - basic

Dilutive effect of unvested shares

Weighted-average common shares used to compute diluted loss per share

Net income per share attributable to common stockholders:

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.

Commitments, Contingencies and Other

Legal and Regulatory Matters

Company is party to certain claims, suits and complaints arising in the ordinary course of business.

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

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

The Company is also involved in other reviews, investigations and proceedings by governmental and self-regulatory organizations

regarding the business, which may result in adverse judgments, settlements, fines, penalties, injunctions and other relief.

In many cases,

however, it is inherently difficult to determine whether any loss is probable or reasonably possible or to estimate the amount or range

of any potential loss, particularly where proceedings may be in relatively early stages.

In the Company’s opinion, based on currently

available information, the ultimate resolution of current matters will not have a material adverse impact on the Company’s financial

position and results of operations as of 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 ultimate resolution of those matters and depending upon the level

of income for such period.

Overnight Financing

of December 31, 2023 and 2022, MSCO had an available line of credit for short term overnight demand borrowing with BMO Harris Bank (“BMO

Harris”) of up to $ 25 million.

As of those dates, MSCO had no outstanding loan balance and there were no commitment fees or other

of both December 31, 2024 and 2023, MSCO had an available line of credit for short term overnight demand borrowings with BMO Harris of

up to $ 25 million.

As of those dates, MSCO had no outstanding loan 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

The Company utilizes customer or firm securities as a pledge for short-term borrowing needs.

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fees associated with the utilization of this credit line for the years ended December 31, 2024 and 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.

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 .

The Company satisfied its condition precedent to deliver a legal option to the Lender on December 18, 2024.

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 .

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

Gebbia, the Company’s Chief Executive Officer, Gloria E.

Gebbia, a Director of the Company, and John J.

Gebbia and Gloria

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

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

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and terms of alternative sources of capital.

the years ended December 31, 2023 and 2022, the Company did not sell any shares pursuant to this Sales Agreement.

For the years ended

December 31, 2023 and 2022, the Company incurred approximately $ 0 and $ 98,000 , respectively, in legal and audit fees related to this Sales

Agreement, which are in the line item “Professional fees” on the consolidated statements of operations, and were expensed

the Company filed this Report after its scheduled due date, the Company no longer satisfies 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-10K 64

both the years ended December 31, 2024 and 2023, the Company did not sell any shares pursuant to this Sales Agreement.

For both the years

ended December 31, 2024 and 2023, the Company did not incur any legal or audit fees related to this Sales Agreement.

the Company filed its Annual Report on Form 10-K for the fiscal year ended December 31, 2023 after its scheduled due date, the Company

no longer 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.

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.

If the Company chooses to exit this agreement before the end of the contract term, the Company is under the obligation

to pay an early termination fee upon occurrence pursuant to the table below:

through July 31, 2025, and NFS’s fees are offset against MSCO’s revenues on a monthly basis.

If the MSCO chooses to exit this

agreement before the end of the contract term, MSCO is under the obligation to pay an early termination fee upon occurrence pursuant to

the table below:

Date of Termination

Prior to August 1, 2024

Early Termination Fee

Prior to August 1, 2025

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31, 2024 and 2023, there has been no expense recognized for any early termination fees.

The Company believes that it is unlikely it will

have to make material payments related to early termination fees and has not recorded any contingent liability in the consolidated

MSCO believes that it is unlikely it will have

to make material payments related to early termination fees and has not recorded any contingent liability in the consolidated

financial statements related to this arrangement.

Technology Vendors

2023 the Company entered into agreements with technology vendors for certain development projects related to our Retail Platform.

December 31, 2023, the Company has incurred approximately $ 0.5 million out of the $ 2.6 million total budget for these projects.

Company has entered into agreements with technology vendors for software development related to its Retail Platform.

As of December 31,

2024, the Company incurred costs of approximately $ 3.4 million for these vendors.

General Contingencies

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statements for these indemnifications.

Company, through its affiliate, KCA is self-insured with respect to employee health claims.

KCA maintains stop-loss insurance for certain

risks and has a health claim reinsurance limit capped at approximately $ 65,000 per employee as of December

Company is self-insured with respect to employee health claims.

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 ,

estimated liability for self-insurance claims is initially recorded in the year in which the event of loss occurs and may be subsequently

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31, 2024 and 2023 , respectively.

Company had an accrual of $ 64,000 as of December 31 , 2023, which represents the historical

estimate of future claims to be recognized for claims incurred during the period.

Company had an accrual of $ 76,000 and $ 64,000 as of December 31 , 2024 and 2023, respectively,

which represents the estimate of future expenses to be recognized for claims incurred during the period.

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.

Segment Reporting

The Company operates as a

wholly-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.

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.

Year Ended December 31,

Market making

Consolidated overhead

Total Revenue

Market making

Consolidated overhead

Total Expenses

Operating income

Employee Benefit Plans

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.

Participant 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.

Siebert 2023 Form-10K 65

The 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)

Participant contributions 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.

September 17, 2021, the Company’s shareholders approved the Siebert Financial Corp.

3 unchanged sentences

There were 3 million shares reserved under the

Plan and 2,704,000 shares remained as of December 31, 2023.

the year ended December 31, 2022, the Company granted 296,000 restricted stock units at a weighted average price of $ 1.56 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 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.

Plan and 2,214,000 and 2,704,000 shares remained as of December 31, 2024 and 2023, respectively.

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

Weighted- Average Grant Date Fair Value

Nonvested as of December 31, 2023 (1)

Nonvested as of December 31, 2024

(1) The Company did not issue any share-based compensation for

the year ended December 31, 2023.

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.

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.

Related Party Disclosures

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, KCA serves as a paymaster for the Company for payroll and related functions, the entirety of which KCA passes

through to the subsidiaries of the Company proportionally.

In addition, KCA sponsors a defined-contribution retirement plan under Section 401(k)

of the Internal Revenue Code that covers substantially all employees of the Company.

quarter of 2023, KCA entered into an agreement with the Company for payroll processing services.

The Company incurred $ 40,000 of

expenses related to these services for the year ended December 31, 2023.

Gebbia, who is a director of Siebert, is the managing member of 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 had

an agreement with the Company to serve as a paymaster for the Company for payroll and related functions including serving as the sponsor

for the Company’s 401(k) plan.

KCA passed through any expense or revenue related to this function to the subsidiaries of the Company

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.

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 2026.

KCA passed through to the Company its cost of $ 60,000 for both the years ended December

31, 2023 and 2022 for the use of these names.

For the use of these names, KCA passed through to the Company its cost of $ 60,000 for

both the years ended December 31, 2024 and 2023.

than the above arrangements, KCA has earned no profit for providing any services to the Company for the years ended December 31, 2024

and 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.

is a subsidiary of the Company and PW brokers the insurance policies for related parties.

Revenue for PW from related parties was $ 124,000

and $ 129,000 for the years ended December 31, 2023 and 2022, respectively.

brokers the insurance policies for related parties.

Revenue for PW from related parties was $ 98,000 and $ 124,000 for the years ended December

31, 2024 and 2023, respectively.

Gebbia, and Gebbia Family Members

Company has entered into various notes payable with Gloria E.

On March 31, 2022, Gloria E.

Gebbia exchanged approximately $ 2.9

million of her notes payable to the Company for 24 % of the outstanding and issued membership interests in RISE.

The Company paid off these

notes payable in 2022 and as such, the Company had no interest expense related to these notes payable in 2023.

The Company had interest

expense related to these notes payable of $ 151,000 for the year ended December 31, 2022.

Gebbia had extended loans to certain Company employees for the purchase of the Company’s shares.

These transactions have not

materially impacted the Company’s consolidated financial statements.

three sons of Gloria E.

3 unchanged sentences

Part of their compensation includes

performance-based payments related to key revenue streams.

payments related to key revenue streams.

May 22, 2023, Gloria E.

1 unchanged sentence

Gebbia at an exercise price of $ 2.15 per share.

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.

entered into a consulting agreement with the Company for consulting services.

The compensation for the consulting agreement for Gloria

Gebbia was $ 90,000 for the year ended December 31, 2023.

Siebert 2023 Form-10K 66

Refer to Note 6 – Kakaopay Transaction for more detail.

Gebbia Sullivan County Land Trust

The Company operates on a

month-to-month lease agreement for its branch office in Omaha, Nebraska with the Gebbia Sullivan County Land Trust, the trustee of which

is a member of the Gebbia Family.

five-year lease agreement for its branch office in Omaha, Nebraska with the Gebbia Sullivan County Land Trust, the trustee of which is

a member of the Gebbia Family.

For both the years ended December 31, 2024 and 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

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.

Kakaopay and Affiliates

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Kakaopay the First Tranche Shares at a per share price of Two Dollars Fifteen Cents ($ 2.15 ).

MSCO entered into an agreement whereby it

would provide an omnibus trading account for Kakaopay’s subsidiary, Kakao Pay Securities Corp., and provide trade execution services

to Kakao Pay Securities Corp, subject to compliance with applicable U.S.

Refer to Note 6 – Kakaopay Transaction

for more detail.

entered into an agreement whereby it would provide an omnibus trading account for Kakaopay’s subsidiary, Kakao Pay Securities Corp.,

and provide trade execution services to Kakao Pay Securities Corp, subject to compliance with applicable U.S.

laws, rules and regulations.

Tigress and Hedge

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.

During the year ended December

31, 2022, RISE issued and Siebert sold membership interests of RISE to Siebert employees, directors and affiliates.

Refer to Note 4 –

RISE for further detail.

Company has entered into various agreements and subsequent terminations with Tigress.

Refer to Note 4 – Transaction with Tigress

for further detail.

In September 2022, MSCO and

1 unchanged sentence

As part of the agreement, RISE deposited a clearing

fund escrow deposit of $ 50,000 to MSCO, and had excess cash of approximately $ 1.0 million in its brokerage account at MSCO as of December

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.

fund escrow deposit of $ 50,000 to MSCO, and had excess cash of approximately $ 1.2 and $ 1.0 million in its brokerage account at MSCO as

of December 31, 2024 and 2023, respectively.

The resulting asset of RISE and liability of MSCO is eliminated in consolidation.

an interest expense of $ 33,000 and $ 25,000 related to this clearing agreement for the years ended December 31, 2024 and 2023, respectively.

Subsequent Events

The Company has evaluated

events that have occurred subsequent to December 31, 2023 and through May 10, 2024, the date of the filing of this report.

Effective January 1, 2024,

MSCO changed its name from Muriel Siebert & Co., Inc.

to Muriel Siebert & Co., LLC, and SNXT changed its name 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 be treated as disregarded entities for tax purposes.

both MSCO and SNXT will no longer be subject to direct taxation and will be disregarded by the relevant tax authorities.

in Accounting Standards Update 2019-12, Income Taxes (Topic 740):

Simplifying the Accounting for 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 taxing authority,

but an entity may elect to do so.

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.

January 18, 2024, STCH entered into a Purchase Agreement (the “Purchase Agreement”) with J2 Financial Technology, Inc., d/b/a

“Guild”, a Delaware corporation.

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.

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.

Company expects to regain compliance with the Nasdaq Rules in connection with the filing of this Report on May 10, 2024.

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

Siebert 2023 Form-10K 67

events that have occurred subsequent to December 31, 2024 and through March 28, 2025, the date of the filing of this Report.

During the first quarter of

2025, the Company established an Investment Banking and Capital Markets division as part of its strategic expansion.

has hired several experienced professionals to lead and develop this growth initiative.

In connection with these hires, the Company granted

an aggregate of 117,000 shares of RSUs and 950,000 RSAs under the Plan.

These shares vest in accordance with the terms of the grant agreements,

and the related compensation expense will be recognized over the respective vesting periods in accordance with Topic 718.

represent a significant investment in the Company’s future operations, however, as these employment decisions and grants occurred

after the balance sheet date, they do not impact the financial position or results of operations presented in these consolidated financial

The Company has concluded

that apart from the 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 financial statements as of December 31, 2024.

CHANGES IN AND DISAGREEMENTS WITH

1 unchanged sentence

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 8. Financial Statements and Supplementary Data