What changed in this filing

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Item 9A. Controls and Procedures

2023-03-29 compared with 2022-03-30 · 135 added, 140 removed, 283 unchanged (49% of the section changed)

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Changes in Internal Control over Financial Reporting

No change in the Company’s internal control over financial reporting (as defined in Exchange Act Rule 13a-15(f)) was identified during the year ended December 31, 2021, that has materially affected, or is reasonably likely to materially affect, the Company’s internal control over financial reporting.

Management’s Report on Internal Control over Financial Reporting

No change in the Company’s internal control over financial reporting (as defined in Exchange Act Rule 13a-15(f)) was identified during the year ended December 31, 2022, that has materially affected, or is reasonably likely to materially affect, the Company’s internal control over financial reporting.

Management’s Report on Internal Control over Financial Reporting

Our management is responsible for establishing and maintaining adequate internal control over financial reporting (as that term is defined in Exchange Act Rule 13a-15(f)).

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GAAP, and that receipts and expenditures are being made only in accordance with authorizations of management and the directors of the Company;

and provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of the Company’s assets that could have a material effect on our financial statements.

A control system, no matter how well designed and operated, can provide only reasonable, not absolute, assurance that the objectives of the control system are met.

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Therefore, even those systems determined to be effective can provide only reasonable assurance with respect to financial statement preparation and presentation.

Management does not expect that the Company’s disclosure controls and procedures or its internal control over financial reporting will prevent or detect all errors and all fraud.

To evaluate the effectiveness of our internal control over financial reporting, we use the 2013 framework in Internal Control—Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (the “2013 COSO Framework”).

Management does not expect that the Company’s disclosure controls and procedures or its internal control over financial reporting will prevent or detect all errors and all fraud.

Using the 2013 COSO Framework, our management, including our Executive Vice President/Chief Financial Officer, evaluated our internal control over financial reporting and concluded that our internal controls over financial reporting were effective as of December 31, 2022 to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles.

OTHER INFORMATION

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Siebert 2022 Form-10K 73

DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE

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Gebbia also serves as the President of Associates for Breast and Prostate Cancer Research, a non-profit organization that raises funds for the John Wayne Cancer Institute, which, under Ms.

Gebbia’s leadership, has raised over $16 million for breast and prostate cancer research.

From February 2017 to May 2020, John J.

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and TD Waterhouse.

Zabatta’s creative business skills have been instrumental in several acquisitions of small to midsize companies in various industries.

Zabatta currently advises on capital raising, general business structure and management.

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Cuttita has over 26 years of practicing law in the areas of real estate and business transactions, media, sports and entertainment.

Cuttita’s list of clients include Fortune 100 corporations, CEOs, hedge fund managers, legendary professional athletes, entertainment icons and Grammy award winning musicians.

Cuttita also serves as an advisor to several national financial, insurance and sports businesses and is an active supporter and member of various nonprofit organizations.

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from the Bernard Baruch College.

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Siebert 2022 Form-10K 74

Schneider, CPA

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Schneider is licensed to practice public accounting in New York and Florida and is a member of the American Institute of Certified Public Accountants, the New York State Society of Certified Public Accountants and the Florida Institute of Certified Public Accountants.

Schneider was the Managing Partner of Schneider & Associates LLP, a CPA firm with approximately 20 professional staff and was the driving force in that firm’s growth and development until it merged with Marks Paneth LLP in 2008.

From January 2011 to December 31, 2017, Mr.

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Schneider was elected to be the chairman of the Audit Committee and was appointed to the Board of Directors of the Trust Committee of Fiduciary Trust International South.

Schneider’s practice was concentrated in the areas of business planning, high net worth individuals, manufacturing, retailing, securities broker-dealers, the hospitality industry, private educational institutions and estate planning.

Cynthia DiBartolo

Cynthia DiBartolo is the Founder and has served as Chief Executive Officer of Tigress Financial Partners since 2011.

In her professional life, Ms.

DiBartolo has 35 years of accomplishment-laden practice working in finance.

She spent more than two decades aligned with Fortune 500 companies, driving achievements in revenue growth, brand expansion and new offerings.

Beginning her career as an institutional credit analyst with Bear Stearns, then as an attorney on Wall Street with Merrill Lynch, Ms.

DiBartolo developed excellent analytical and problem-solving skills and segued into the role of a Compliance Director at Smith Barney.

During her time at Smith Barney, Ms.

DiBartolo was credited as the visionary leader behind a joint venture plan between Smith Barney and Citicorp Investment Services to develop offerings for the Mass Affluent market segment.

DiBartolo has also served as a Business Leader to the White House Business Council for the Obama Administration.

For the past several years, she shared the panel at the Comptrollers Summit along with New York State Comptroller Tom DiNapoli, and New York City Comptroller Scott Stringer to discuss advancing diversity and inclusion in financial services.

DiBartolo served as a Business Leader for Governor Cuomo’s Ten Points-Women’s Initiative, which aims to break down barriers to women's full participation in society and create a positive and sustainable meritocracy in business.

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Siebert 2022 Form-10K 75

Identification of Executive Officers

Andrew H. Reich

Executive Vice President, Chief Operating Officer, Chief Financial Officer and Secretary

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Controlled Company

We are a “Controlled Company”

as defined in Rule 5615(c)(1) of the Nasdaq Stock Market because Gloria E.

We are a “Controlled Company” as defined in Rule 5615(c)(1) of the Nasdaq Stock Market because Gloria E.

Gebbia and her family members hold more than 50% of our voting power for the election of directors.

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Zabatta and Mr.

Cuttita is each an “independent director”

within the meaning of Rule 5605 (a)(2) of the Nasdaq Stock Market and within the meaning of the applicable rules and regulations of the SEC.

Cuttita is each an “independent director” within the meaning of Rule 5605 (a)(2) of the Nasdaq Stock Market and within the meaning of the applicable rules and regulations of the SEC.

The Audit Committee held 6 meetings during 2022.

The Board of Directors has determined that Mr.

Schneider qualifies as an “audit committee financial expert”

under the applicable rules of the SEC.

The Audit Committee was established to (i) assist the Board of Directors in its oversight responsibilities regarding the integrity of our financial statements, our compliance with legal and regulatory requirements and our auditor’s qualifications and independence, (ii) prepare the report of the Audit Committee contained herein, (iii) retain, consider the continued retention and termination of our independent auditors, (iv) approve audit and non-audit services performed by our independent auditors and (v) perform any other functions from time to time delegated by the Board of Directors.

Schneider qualifies as an “audit committee financial expert” under the applicable rules of the SEC.

The Board of Directors has adopted a written charter for the Audit Committee, which is available on our website at www.siebert.com/company/investor-relations/shareholder-information.

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Siebert 2022 Form-10K 76

Compensation Committee of the Board of Directors

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The Compensation Committee reviews and determines all forms of compensation provided to our executive officers and directors.

The Compensation Committee will administer a stock option and other employee benefit plans if and when adopted.

The Compensation Committee does not function pursuant to a formal written charter and as a Controlled Company we are not required to comply with the Nasdaq Stock Market’s independence requirements.

The Compensation Committee will administer a stock option and other employee benefit plans .

The Compensation Committee does not function pursuant to a formal written charter, and as a Controlled Company, we are not required to comply with the Nasdaq Stock Market’s independence requirements.

The Compensation Committee held no meetings during 2022.

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

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

As part of its oversight of the Company’s executive compensation, the Compensation Committee will consider the impact of the Company’s executive compensation, and the incentives created by the compensation awards that it administers, on the Company’s risk profile.

In addition, the Compensation Committee will review the Company’s compensation policies and procedures, including the incentives that they create and factors that may reduce the likelihood of excessive risk taking, to determine whether they present a significant risk to the Company.

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

Nominating Committee of the Board of Directors

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Zabatta and Mr.

The Nominating Committee does not function pursuant to a formal written charter and as a Controlled Company we are not required to comply with the Nasdaq Stock Market’s independence requirements.

The Nominating Committee does not function pursuant to a formal written charter, and as a Controlled Company, we are not required to comply with the Nasdaq Stock Market’s independence requirements.

The Nominating Committee did not meet in 2022.

The purpose of the Nominating Committee is to identify individuals qualified to become members of our Board of Directors and to recommend to the Board of Directors or the shareholders that such individuals be selected for directorship.

In identifying and evaluating nominees for director, the Nominating Committee considers each candidate’s experience, integrity, background and skills as well as other qualities that the candidate may possess and factors that the candidate may be able to bring to the Board of Directors.

We do not have a formal policy with regard to the consideration of diversity in identifying director nominees.

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We are parties to indemnification agreements with our executive officers and directors and indemnify them to the extent permitted by applicable law against liabilities incurred as a result of their service to us and against liabilities incurred as a result of their service as directors of other corporations when serving at our request.

We have a director’s and officer’s liability insurance policy, underwritten by the American International Group, Inc., in the annual aggregate amount of $5 million.

As to reimbursements by the insurer of our indemnification expenses, the policy has a $250,000 deductible;

there is no deductible for covered liabilities of individual directors and officers.

We have a director’s and officer’s liability insurance policy, underwritten by the American International Group, Inc.

Annual Shareholders Meeting Attendance Policy

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All of our directors attended the 2022 annual meeting of shareholders.

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Siebert 2022 Form-10K 77

Code of Ethics

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Our Board of Directors does not have a chairman nor a lead independent director.

The Company believes this structure allows all of the directors to participate in the full range of the Board of Director’s responsibilities with respect to its oversight of the Company’s management.

The Board of Directors has determined that this leadership structure is appropriate given the size of the Company, the number of directors overseeing the Company, and the Board of Directors’

oversight responsibilities.

The Board of Directors has determined that this leadership structure is appropriate given the size of the Company, the number of directors overseeing the Company, and the Board of Directors’ oversight responsibilities.

The Board of Directors intends to hold at least four regular meetings each year to consider and address matters involving the Company.

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As discussed above, the Board has established an Audit Committee, a Compensation Committee and a Nominating Committee to assist the Board in performing its oversight responsibilities.

Board of Directors’

Role in Risk Oversight

Consistent with its responsibility for oversight of the Company, the Board of Directors, among other things, oversees risk management of the Company’s business affairs directly and through the committee structure that it has established.

failure to pay, an increase in volume on our systems or other events which could cause them to malfunction, reliance on information processing and communications systems, continuing changes in technology, dependence on the ability to attract and retain key personnel, the ability of our principal shareholder to control many key decisions and there may be a limited public market for our Common Stock, among other risks and uncertainties detailed in under Part I, Item 1A - Risk Factors of this Form 10-K as well as in our filings with the SEC.

The Board of Directors’

role in the Company’s risk oversight process includes regular reports from senior management on areas of material risk to the Company, including operational, financial, legal, regulatory, strategic and reputational risks.

Board of Directors’ Role in Risk Oversight

The principal risks associated with the Company are risks related to securities market volatility and the securities industry, lower price levels in the securities markets, intense competition in the brokerage industry, extensive government regulation, net capital requirements, customers’ failure to pay, an increase in volume on our systems or other events which could cause them to malfunction, reliance on information processing and communications systems, continuing changes in technology, dependence on the ability to attract and retain key personnel, the ability of our principal shareholder to control many key decisions, and there may be a limited public market for our common stock, among other risks and uncertainties detailed in under Part I, Item 1A - Risk Factors of this Form 10-K as well as in our filings with the SEC.

The Board of Directors’ role in the Company’s risk oversight process includes regular reports from senior management on areas of material risk to the Company, including operational, financial, legal, regulatory, strategic and reputational risks.

The full Board of Directors (or the appropriate committee) receives these reports from management to identify and discuss such risks.

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The Board of Directors requires management to report to the full Board of Directors on a variety of matters at regular meetings of the Board of Directors and on an as-needed basis, including the performance and operations of the Company and other matters relating to risk management.

The Audit Committee also receives reports from the Company’s independent registered public accounting firm on internal control and financial reporting matters.

These reviews are conducted in conjunction with the Board of Directors’

risk oversight function and enable the Board of Directors to review and assess any material risks facing Siebert.

The Audit Committee also receives reports from the Company’s independent registered public accounting firm on internal control and financial reporting matters.

These reviews are conducted in conjunction with the Board of Directors’ risk oversight function and enable the Board of Directors to review and assess any material risks facing the Company.

Reich, Gloria E.

Gebbia, Charles Zabatta, Francis V.

Cuttita, and certain employees of Siebert entered into 10b5-1 plans in September 2021.

Cuttita, and certain employees of Siebert entered into 10b5-1 plans in September 2021 and the plans expired in November 2022.

Compliance with Section 16(a) of the Exchange Act

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These executive officers, directors and shareholders are required by the SEC to furnish us with copies of all forms they file pursuant to Section 16(a).

Based upon a review of Section 16(a) forms furnished to the Company, the Company believes that all applicable Section 16(a) filing requirements were met during the year ended December 31, 2021.

Siebert 2021 Form-10K 79

Based upon a review of Section 16(a) forms furnished to the Company, except as disclosed below, the Company believes that all applicable Section 16(a) filing requirements were met during the year ended December 31, 2022.

Siebert 2022 Form-10K 78

Delinquent Section 16(a) Reports

On November 30, 2022, Ms.

DiBartolo reported on Form 3 her resignation from the Company’s Board of Directors.

DiBartolo did not file an initial Form 3 when she became a director of the Company in November 2021.

On December 14, 2022, Richard Gebbia reported a family gift on Form 4 one day after the two-day reporting period.

Advisors to the Company

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Gebbia and Richard Gebbia, sons of Gloria E.

Gebbia, are Co-CEO’s of MSCO and serve as Registered Principals and associated persons of MSCO.

Before the close of the acquisition of StockCross, they were also serving as executive officers and directors of StockCross.

Both Richard Gebbia and John M.

Gebbia have extensive experience in the securities industry and work with MSCO and senior management of the Company to identify cost saving opportunities and improvements to the Company’s business.

Gebbia has been in the brokerage industry in various capacities since 1990.

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Gebbia has been in the brokerage industry since 1993.

Gebbia is currently the President of the Company’s insurance subsidiary, PW.

EXECUTIVE COMPENSATION

Summary Compensation Table

The following table presents the annual compensation paid to or earned by our current Executive Vice President, Chief Operating Officer and Chief Financial Officer (the “Named Executive Officer”) during the year ended December 31, 2021 and 2020.

Principal Position

Option Awards

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Outstanding Equity Awards as of December 31, 2022

As of December 31, 2021, the Company had no outstanding equity awards.

Termination of Employment and Change-in-Control Arrangements

As of December 31, 2022, the Company had 296,000 shares of common stock outstanding and fully vested as part of equity compensation.

Employment Agreements

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Compensation of Directors

The following table discloses the cash, equity awards, and other compensation earned, paid, or awarded, as the case may be, to each of the Company’s directors during the year ended December 31, 2021.

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Fees Earned or Paid in Cash

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The Audit Committee has also discussed with our independent registered public accounting firm the matters required to be discussed by Auditing Standards No.

16, adopted by the PCAOB (United States) regarding, “Communications with Audit Committees,”

including our critical accounting policies and our interests, if any, in “off-balance sheet”

Additionally, the Audit Committee has received the written disclosures and representations from the independent registered public accounting firm required by applicable requirements of the PCAOB (United States) regarding “Communication with Audit Committees Concerning Independence.”

Based on the review and discussions referred to within this report, the Audit Committee recommended to the Board of Directors that the audited financial statements for the fiscal year ended December 31, 2021 be included in Siebert Financial Corp.’s Annual Report on Form 10-K for filing with the SEC.

16, adopted by the PCAOB (United States) regarding, “Communications with Audit Committees,” including our critical accounting policies and our interests, if any, in “off-balance sheet” entities.

Based on the review and discussions referred to within this report, the Audit Committee recommended to the Board of Directors that the audited financial statements for the fiscal year ended December 31, 2022 be included in Siebert Financial Corp.’s Annual Report on Form 10-K for filing with the SEC.

Audit Committee,

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Charles Zabatta

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SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS

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Shares of Common Stock

Percent of Class

Named Executive Officers and Directors

Gebbia / John J.

Cynthia DiBartolo

Charles Zabatta (3)

Directors and named executive officers as a group (7 persons)

Directors and named executive officers as a group

Other Shareholders with 5% or More

Kimberly Gebbia (4)

9378 Wilshire Blvd.

Beverly Hills, CA 90212

800 Collins Ave

Miami, FL 33139

15 Exchange Place

Jersey City, NJ 07302

* ‌‌Less than 1% of outstanding shares

Andrew McDonald

9378 Wilshire Blvd

Beverly Hills, CA 90212

* ‌‌Less than 1% of outstanding shares

1) Unless otherwise indicated, the business address of each individual is c/o Siebert Financial Corp., 535 Fifth Avenue, 4 th Floor, New York, NY 10017.

2) Gloria E.

Gebbia and John J.

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Gebbia, 2,689,592 shares owned by Kimberly Gebbia, 2,127,091 shares owned by John M.

Gebbia, 1,433,218 shares owned by David J Gebbia, 116,437 shares owned by a family trust, and 768,081 shares owned by Richard S.

Gebbia, 1,473,218 shares owned by David J.

Gebbia, 116,437 shares owned by a family trust, and 588,808 shares owned by Richard S.

Gebbia and the children of Richard and Kimberly Gebbia.

Includes 508,439 shares owned by Charles Zabatta’s wife.

3) Includes 500,439 shares owned by Charles Zabatta’s wife.

4) Includes 588,808 shares owned by Richard S.

Gebbia and the children of Richard and Kimberly Gebbia.

Siebert 2021 Form-10K 82

Gebbia and the dependent children of Richard and Kimberly Gebbia.

5) Includes 118,000 shares owned by the dependent children of John M.

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CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE

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Our Code of Ethics does not specify the standards that the Audit Committee would apply to a request for a waiver of this policy.

Refer to Note 24 - Related Party Disclosures for further detail on our related party transactions.

PRINCIPAL ACCOUNTING FEES AND SERVICES

Baker Tilly US, LLP (“Baker Tilly”) currently serves as our independent registered public accounting firm.

Audit and Tax Fees

Our Audit Committee has determined that the services described below that were rendered by Baker Tilly are compatible with the maintenance of Baker Tilly’s independence from our management.

The aggregate fees billed by Baker Tilly for professional services rendered for the 2021 and 2020 audit of our annual financial statements and reviews of our quarterly financial statements were both $345,000.

All Other Fees

Baker Tilly rendered no other services for Siebert for the year ended December 31, 2021 and 2020.

Our Audit Committee has determined that the services described below that were rendered by Baker Tilly are compatible with the maintenance of Baker Tilly’s independence from our management.

The aggregate fees billed by Baker Tilly for professional services rendered for the 2022 and 2021 audit of our annual financial statements and reviews of our quarterly financial statements were $112,000 and $156,000, respectively.

Audit-Related Fees

The aggregate fees billed by Baker Tilly for audit-related services were $184,000 and $194,000 for the years ended December 31, 2022 and 2021, respectively.

Pre-Approval Policy

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With respect to audit services and permissible non-audit services not previously approved, the Audit Committee has authorized the Chairman of the Audit Committee to approve such audit services and permissible non-audit services, provided the Chairman informs the Audit Committee of such approval at the next regularly scheduled meeting.

All “Audit Fees”

and “All Other Fees”

set forth above were pre-approved by the Audit Committee in accordance with its pre-approval policy.

Siebert 2021 Form-10K 83

All “Audit Fees” and “All Other Fees” set forth above were pre-approved by the Audit Committee in accordance with its pre-approval policy.

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EXHIBITS, FINANCIAL STATEMENT SCHEDULES

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Financial Statements

The consolidated financial statements for the year ended December 31, 2021 and 2020 commence on page 37 of this Annual Report on Form 10-K.

The consolidated financial statements for the years ended December 31, 2022 and 2021 commence on page 31 of this Annual Report on Form 10-K.

Financial Statement Schedules

The exhibits listed in the following Index to Exhibits are filed or incorporated by reference as part of this Annual Report on Form 10-K.

Siebert 2021 Form-10K 84

The exhibits listed in the following Exhibit Index are filed or incorporated by reference as part of this Annual Report on Form 10-K.

Siebert 2022 Form-10K 83

EXHIBIT INDEX

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Michaels, Inc.

and Muriel Siebert Capital Markets Group, Inc., dated as of April 24, 1996 (“Merger Agreement”) (incorporated by reference to Siebert Financial Corp.’s Annual Report on Form 10-K for the fiscal year ended December 31, 1996)

Amendment No.

1 to Merger Agreement, dated as of June 28, 1996 (incorporated by reference to Siebert Financial Corp.’s Annual Report on Form 10-K for the fiscal year ended December 31, 1996)

Amendment No.

2 to Merger Agreement, dated as of September 30, 1996 (incorporated by reference to Siebert Financial Corp.’s Annual Report on Form 10-K for the fiscal year ended December 31, 1996)

Amendment No.

3 to Merger Agreement, dated as of November 7, 1996 (incorporated by reference to Siebert Financial Corp.’s Annual Report on Form 10-K for the fiscal year ended December 31, 1996)

Certificate of Incorporation of Siebert Financial Corp., formerly known as J.

Michaels, Inc.

originally filed on April 9, 1934, as amended and restated to date (incorporated by reference to Siebert Financial Corp.’s Annual Report on Form 10-K for the fiscal year ended December 31, 1997)

Certificate of Amendment to Certificate of Incorporation of Siebert Financial Corp., as amended and restated, filed February 2, 2020.

(incorporated by reference to Siebert Financial Corp.'s Annual Report on Form 10-K for the fiscal year ended December 31, 2019)

By-laws of Siebert Financial Corp.

(incorporated by reference to Siebert Financial Corp.’s Registration Statement on Form S-1 (File No.

333-49843) filed with the SEC on April 10, 1998)

Description of Registrant’s Securities

Siebert Financial Corp.

2021 Equity Incentive Plan**

Acquisition Agreement, dated September 1, 2016, by and among, Siebert Financial Corp., the Majority Shareholder and KCA (incorporated by reference to Siebert Financial Corp.’s Current Report on Form 8-K filed with the SEC on September 2, 2016)

Assignment dated December 16, 2016 by and between the Majority Shareholder and Siebert Financial Corp.

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Siebert Financial Corp.

2007 Long-Term Incentive Plan (incorporated by reference to Siebert Financial Corp.’s Registration Statement on Form S-8 (File No.

333-144680) filed with the SEC on July 18, 2007)**

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dated May 5, 2010.

(incorporated by reference to Siebert Financial Corp.’s Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on August 16, 2010)*

Asset Purchase Agreement, dated as of June 26, 2017 by and among StockCross Financial Services, Inc., Muriel Siebert & Co., Inc.

and Siebert Financial Corp.

(incorporated by reference to Siebert Financial Corp.’s Current Report on Form 8-K filed with the SEC on June 28, 2017)

StockCross Share Repurchase Agreement dated as of January 18, 2019 by and among tZERO Group, Inc., a Delaware corporation, StockCross Financial Services, Inc., a Massachusetts corporation and Muriel Siebert & Co., Inc., a Delaware Corporation (incorporated by reference to Siebert Financial Corp.’s Current Report on Form 8-K filed with the SEC on January 25, 2019)

Siebert 2021 Form-10K 85

(incorporated by reference to Siebert Financial Corp.’s Current Report on Form 8-K filed with the SEC on June 28, 2017)

Siebert 2022 Form-10K 84

Equity Interests Purchase Agreement, dated as of September 27, 2019, by and among Siebert Financial Corp., Weeden Investors L.P.

and Weeden Securities Corporation.

(incorporated by reference to Siebert Financial Corp.’s Current Report on Form 8-K filed with the SEC on October 3, 2019)

Promissory Note, dated as of December 2, 2019, made by Siebert Financial Corp.

in favor of Gloria E.

(incorporated by reference to Siebert Financial Corp.’s Current Report on Form 8-K filed with the SEC on December 4, 2019)

Agreement and Plan of Merger, dated as of December 31, 2019 by and among Siebert Financial Corp., Muriel Siebert & Co., Inc., StockCross Financial Services, Inc.

(“StockCross”) and each of the shareholders of StockCross.

(incorporated by reference to Siebert Financial Corp.’s Current Report on Form 8-K filed with the SEC on January 7, 2020)

(“StockCross”) and each of the shareholders of StockCross.

(incorporated by reference to Siebert Financial Corp.’s Current Report on Form 8-K filed with the SEC on January 7, 2020)

Loan and Security Agreement, dated as of July 22, 2020, by and between East West Bank and Siebert Financial Corp.

(incorporated by reference to Siebert Financial Corp.’s Current Report on Form 8-K filed with the SEC on July 28, 2020)

Form of Term Loan Note (incorporated by reference to Siebert Financial Corp.’s Current Report on Form 8-K filed with the SEC on July 28, 2020)

(incorporated by reference to Siebert Financial Corp.’s Current Report on Form 8-K filed with the SEC on July 28, 2020)

Form of Term Loan Note (incorporated by reference to Siebert Financial Corp.’s Current Report on Form 8-K filed with the SEC on July 28, 2020)

Common Stock Purchase Agreement, dated as of January 31, 2021, between Siebert Financial Corp.

and OpenHand Holdings, Inc.

(incorporated by reference)

Amendment to Fully Disclosed Clearing Agreement, dated as of August 1, 2021, by and between Muriel Siebert & Co., Inc.

and National Financial Services LLC.

(incorporated by reference)

Guaranty Agreement, dated as of August 1, 2021, between Siebert Financial Corp.

and National Financial Services LLC

and National Financial Services LLC (incorporated by reference)

Amendment No.

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and OpenHand Holdings, Inc.

(incorporated by reference)

Agreement between Siebert Financial Corp.

and Tigress Holdings, LLC, dated November 16, 2021.

(incorporated by reference)

Purchase Agreement dated as of December 30, 2021, for 653 Collins Ave, Miami Beach, FL, between Siebert Financial Corp.

and City National Bank of Florida, a national banking association, as trustee under the provisions of a certain Trust Agreement, dated 22nd day of March, 1993

and City National Bank of Florida, a national banking association, as trustee under the provisions of a certain Trust Agreement, dated 22nd day of March, 1993 (incorporated by reference)

Promissory Note, dated as of December 30, 2021, made by Siebert Financial Corp.

in favor of Gloria E.

Gebbia (incorporated by reference)

Siebert 2022 Form-10K 85

Promissory Note and Loan and Security Agreement, dated as of December 30, 2021, between East West Bank and Siebert Financial Corp.

(incorporated by reference)

Agreement between Siebert Financial Corp.

and Hedge Connection, Inc., dated January 21, 2022.

(incorporated by reference)

Debt Exchange Agreement between Siebert Financial Corp.

and Gloria E.

Gebbia, dated March 31, 2022.

(incorporated by reference)

Capital on Demand TM Sales Agreement, dated May 27, 2022, by and between Siebert Financial Corp.

and JonesTrading Institutional Services LLC.

(incorporated by reference to Siebert Financial Corp.’s Current Report on Form 8-K filed with the SEC on May 27, 2022).

Reorganization Agreement By and Among Tigress Holdings, LLC, Rise Financial Services, LLC, and Siebert Financial Corp.

dated October 18, 2022 (incorporated by reference to Siebert Financial Corp.

Current Report on Form 8-K filed with the SEC on October 21, 2022).

Termination Agreement By and Among Hedge Connection, Inc., Lisa Vioni, Rise Financial Services, LLC, and Siebert Financial Corp., dated October 18, 2022 (incorporated by reference to Siebert Financial Corp.

Current Report on Form 8-K filed with the SEC on October 21, 2022).

Subsidiaries of the registrant***

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Reich pursuant to Exchange Act Rules 13a-14(a) and 15d-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002***

Certification of Andrew H.

Reich of Periodic Financial Report under Section 906 of the Sarbanes-Oxley Act of 2002***

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Certification of Principal Executive Officer and Principal Financial Officer pursuant to 18 U.S.C.

Section 1350, as adopted pursuant of Section 906 of the Sarbanes-Oxley Act of 2002.

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CAL Inline XBRL Taxonomy Extension Calculation Linkbase Document.

DEF Inline XBRL Taxonomy Extension Definition Linkbase Document.

LAB Inline XBRL Taxonomy Extension Label Linkbase Document.

PRE Inline XBRL Taxonomy Extension Presentation Linkbase Document.

Cover Page Interactive Data File (embedded with Inline XBRL document).

*              Portions of the indicated document have been afforded confidential treatment and have been filed separately with the SEC pursuant to Rule 24b-2 of the General Rules and Regulations promulgated under the Securities Exchange Act of 1934, as amended.

**              Management contract or compensatory plan or arrangement.

***              Filed herewith

* Portions of the indicated document have been afforded confidential treatment and have been filed separately with the SEC pursuant to Rule 24b-2 of the General Rules and Regulations promulgated under the Securities Exchange Act of 1934, as amended.

** Management contract or compensatory plan or arrangement.

*** Filed herewith

**** This certification is deemed not filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (Exchange Act), or otherwise subject to the liability of that section, nor shall it be deemed incorporated by reference into any filing under the Securities Act of 1933, as amended, or the Exchange Act.

FORM 10-K SUMMARY

Siebert 2021 Form-10K 86

Siebert 2022 Form-10K 86

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

19 unchanged sentences

March 29, 2023

/s/Cynthia DiBartolo

March 30, 2022

Cynthia DiBartolo

Siebert 2021 Form-10K 87

Siebert 2022 Form-10K 87

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 9A. Controls and Procedures