What changed in this filing

/stocks — the workspaceLOADING

Item 1A. Risk Factors

2024-05-10 compared with 2023-03-29 · 480 added, 193 removed, 43 unchanged (94% of the section changed)

Regulatory Risks

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

New laws, rules, regulations and guidance, or changes in the interpretation and enforcement of existing federal, state, foreign and SRO laws, rules, regulations and guidance may directly affect our business and the profitability of Siebert or the operation of specific business lines.

In addition, new and changing laws, rules, regulation and guidance could result in limitations on the lines of business we conduct, modifications to our business practices, more stringent capital and liquidity requirements or other costs and could limit our ability to return capital to stockholders.

The Dodd-Frank Wall Street Reform and Consumer Protection Act (the "Dodd-Frank Act"), enacted in 2010, required many federal agencies to adopt new rules and regulations applicable to the financial services industry and called for many studies regarding various industry practices.

In particular, the Dodd-Frank Act gave the SEC discretion to adopt rules regarding standards of conduct for broker-dealers providing investment advice to retail customers.

The rules and interpretations adopted by the SEC in June 2019 include Regulation Best Interest and the new Form CRS Relationship Summary, which are intended to enhance the quality and transparency of retail investors' relationships with broker-dealers and investment advisers.

Regulation Best Interest enhances the broker-dealer standard of conduct beyond existing suitability obligations, requiring compliance with disclosure, care, conflict of interest and compliance obligations.

The regulation requires that a broker-dealer or natural person who is an associated person of the broker-dealer shall act in the best interest of the retail customer at the time it makes a recommendation of any securities transaction or investment strategy involving securities, prioritizing the interests of the customer above any interests of the broker-dealer or its associated persons.

Among other things, this requires the broker-dealer to mitigate conflicts of interest arising from financial incentives in selling securities products.

The new rules and processes related thereto have and will most likely continue to involve increased costs, including, but not limited to, compliance costs associated with new or enhanced technology.

In addition to the foregoing laws affecting regulation of our industry, Congress is considering various proposals to increase taxation relating to investments, which may adversely impact the volume of trading and other transactions from which we derive our revenue.

It is not possible to determine the extent of the impact of any new laws, regulations or initiatives that may be imposed, or whether any existing proposals will become law.

Conformance with any new laws or regulations could make compliance more difficult and expensive and affect the manner in which we conduct business.

We are subject to extensive government regulation and to third party litigation risk and regulatory risk which could result in significant liabilities and reputational harm which, in turn, could materially adversely affect our business, results of operations and financial condition.

Our business is subject to extensive regulation in the U.S., at both the federal and state level.

We are also subject to regulation by SROs and other regulatory bodies in the U.S., such as the SEC, the NYSE, FINRA, MSRB, the Commodity Futures Trading Commission (“CFTC”) and the NFA.

MSCO is registered as a broker-dealer in 50 states, the District of Columbia, and Puerto Rico, and RISE is registered as a broker-dealer in 22 states and territories.

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

SNXT is registered as an investment adviser with the SEC under the Advisers Act, and its business is highly regulated.

The Advisers Act imposes numerous obligations on RIAs, including fiduciary, record keeping, operational and disclosure obligations.

Moreover, the Advisers Act grants broad administrative powers to regulatory agencies such as the SEC to regulate investment advisory businesses.

If the SEC or other government agencies believe that SNXT has failed to comply with applicable laws or regulations, these agencies have the power to impose fines, suspensions of a registrant and individual employees or other sanctions, which could include revocation of SNXT’s registration under the Advisers Act.

SNXT is also subject to the provisions and regulations of ERISA, to the extent that SNXT acts as a “fiduciary” under ERISA with respect to certain of its clients.

ERISA and the applicable provisions of the federal tax laws impose a number of duties on persons who are fiduciaries under ERISA and prohibit certain transactions involving the assets of each ERISA plan which is a client, as well as certain transactions by the fiduciaries (and certain other related parties) to such plans.

Our subsidiaries, RISE and MSCO, are also regulated by the National Futures Association (“NFA”) and function as a registered introducing broker.

Legislation has and may continue to result

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

New laws, rules, regulations

and guidance, or changes in the interpretation and enforcement of existing federal, state, foreign and SRO laws, rules, regulations and

guidance may directly affect our business and the profitability of Siebert or the operation of specific business lines.

In addition, new

and changing laws, rules, regulation and guidance could result in limitations on the lines of business we conduct, modifications to our

business practices, more stringent capital and liquidity requirements or other costs and could limit our ability to return capital to

stockholders.

The Dodd-Frank Wall Street

Reform and Consumer Protection Act (the “Dodd-Frank Act”), enacted in 2010, required many federal agencies to adopt new rules

and regulations applicable to the financial services industry and called for many studies regarding various industry practices.

In particular,

the Dodd-Frank Act gave the SEC discretion to adopt rules regarding standards of conduct for broker-dealers providing investment advice

to retail customers.

The rules and interpretations

adopted by the SEC in June 2019 include Regulation Best Interest and the Form CRS Relationship Summary, which are intended to enhance

the quality and transparency of retail investors’ relationships with broker-dealers and investment advisers.

Regulation Best Interest

enhances the broker-dealer standard of conduct beyond existing suitability obligations, requiring compliance with disclosure, care, conflict

of interest and compliance obligations.

The regulation requires that a broker-dealer or natural person who is an associated person of

the broker-dealer shall act in the best interest of the retail customer at the time it makes a recommendation of any securities transaction

or investment strategy involving securities, prioritizing the interests of the customer above any interests of the broker-dealer or its

associated persons.

Among other things, this requires the broker-dealer to mitigate conflicts of interest arising from financial incentives

in selling securities products.

The new rules and processes

related thereto have and will most likely continue to involve increased costs, including, but not limited to, compliance costs associated

with new or enhanced technology.

In addition to the foregoing laws affecting regulation of our industry, Congress is considering various

proposals to increase taxation relating to investments, which may adversely impact the volume of trading and other transactions from which

we derive our revenue.

It is not possible to determine

the extent of the impact of any new laws, regulations or initiatives that may be imposed, or whether any existing proposals will become

Conformance with any new laws or regulations could make compliance more difficult and expensive and affect the manner in which we

conduct business.

We are subject to extensive government regulation

and to third party litigation risk and regulatory risk which could result in significant liabilities and reputational harm which, in turn,

could materially adversely affect our business, results of operations and financial condition.

Our business is subject to

extensive regulation in the U.S., at both the federal and state level.

We are also subject to regulation by SROs and other regulatory

bodies in the U.S., such as the SEC, the NYSE, FINRA, MSRB, the Commodity Futures Trading Commission (“CFTC”) and the NFA.

MSCO is registered as a broker-dealer in 50 states, the District of Columbia, and Puerto Rico, and RISE is registered as a broker-dealer

in 7 states and territories.

The regulations to which MSCO and RISE are subject as broker-dealers cover all aspects of the securities

business including training of personnel, sales methods, trading practices, uses and safe keeping of customers’ funds and securities,

capital structure, record keeping, fee arrangements, disclosure and the conduct of directors, officers and employees.

SNXT is registered as an investment

adviser with the SEC under the Advisers Act, and its business is highly regulated.

The Advisers Act imposes numerous obligations on RIAs,

including fiduciary, record keeping, operational and disclosure obligations.

Moreover, the Advisers Act grants broad administrative powers

to regulatory agencies such as the SEC to regulate investment advisory businesses.

If the SEC or other government agencies believe that

SNXT has failed to comply with applicable laws or regulations, these agencies have the power to impose fines, suspensions of a registrant

and individual employees or other sanctions, which could include revocation of SNXT’s registration under the Advisers Act.

is also subject to the provisions and regulations of ERISA, to the extent that SNXT acts as a “fiduciary” under ERISA with

respect to certain of its clients.

ERISA and the applicable provisions of the federal tax laws impose a number of duties on persons who

are fiduciaries under ERISA and prohibit certain transactions involving the assets of each ERISA plan which is a client, as well as certain

transactions by the fiduciaries (and certain other related parties) to such plans.

Our subsidiaries, RISE and MSCO, are also regulated

by the National Futures Association (“NFA”) and function as a registered introducing broker.

Siebert 2023 Form-10K 9

The laws, rules and regulations, as well as governmental policies and accounting principles, governing our business and the financial services and banking industries generally have changed significantly over recent years and are expected to continue to do so.

We cannot predict which changes in laws, rules, regulations, governmental policies or accounting principles will be adopted.

Any changes in the laws, rules, regulations, governmental policies or accounting principles relating to our business could materially and adversely affect our business, results of operations and financial condition.

Additionally, like other participants in the financial services industry, we and our subsidiaries face the risks of lawsuits by clients and risks of regulatory proceeding against us.

The laws, rules and regulations,

as well as governmental policies and accounting principles, governing our business and the financial services and banking industries generally

have changed significantly over recent years and are expected to continue to do so.

We cannot predict which changes in laws, rules, regulations,

governmental policies or accounting principles will be adopted.

Any changes in the laws, rules, regulations, governmental policies or

accounting principles relating to our business could materially and adversely affect our business, results of operations and financial

Additionally, like other

participants in the financial services industry, we and our subsidiaries face the risks of lawsuits by clients and regulatory proceedings

The outcome of regulatory proceedings and client lawsuits is uncertain and difficult to predict.

An adverse resolution of any regulatory proceeding or client lawsuit against us could result in substantial costs or reputational harm to us.

Further, adverse proceedings could have an adverse effect on our ability to retain key registered representatives, investment advisers and wealth managers, and to retain existing clients or attract new clients, any of which could have a material adverse effect on our business, financial condition, results of operations and prospects.

An adverse resolution of

any regulatory proceeding or client lawsuit against us could result in substantial costs or reputational harm to us.

Further, any such

proceedings or lawsuits could have an adverse effect on our ability to retain key registered representatives, investment advisers and

wealth managers, and to retain existing clients or attract new clients, any of which could have a material adverse effect on our business,

financial condition, results of operations and prospects.

Refer to Item 3 – Legal Proceedings for additional detail.

We are subject to net capital requirements.

The SEC, FINRA, and various other securities and commodities exchanges and other regulatory bodies in the U.S.

have rules with respect to net capital requirements which affect us.

These rules have the effect of requiring that at least a substantial portion of a broker-dealer’s assets be kept in cash or highly liquid investments.

Our compliance with the net capital requirements could limit operations that require intensive use of capital, such as underwriting or trading activities.

These rules could also restrict our ability to withdraw our capital, even in circumstances where we have more than the minimum amount of required capital, which, in turn, could limit our ability to implement growth strategies.

In addition, a change in such rules, or the imposition of new rules, affecting the scope, coverage, calculation or amount of such net capital requirements, or a significant operating loss or any unusually large charge against net capital, could have similar adverse effects.

Risks Related to Our Technology and Information Systems

We rely on information processing and communications systems to process and record our transactions.

Our operations rely heavily on information processing and communications systems.

The SEC, FINRA, and various

other securities and commodities exchanges and other regulatory bodies in the U.S.

have rules with respect to net capital requirements

which affect us.

These rules have the effect of requiring that at least a substantial portion of a broker-dealer’s assets be kept

in cash or highly liquid investments.

Our compliance with the net capital requirements could limit operations that require intensive use

of capital, such as underwriting or trading activities.

These rules could also restrict our ability to withdraw our capital, even in circumstances

where we have more than the minimum amount of required capital, which, in turn, could limit our ability to implement growth strategies.

In addition, a change in such rules, or the imposition of new rules, affecting the scope, coverage, calculation or amount of such net

capital requirements, or a significant operating loss or any unusually large charge against net capital, could have similar adverse effects.

Risks Related to Our Technology and Information

We rely on information processing and communications

systems to process and record our transactions.

Our operations rely heavily

on information processing and communications systems.

Our system for processing securities transactions is highly automated.

Failure of our information processing or communications systems for a significant period of time could limit our ability to process a large volume of transactions accurately and rapidly.

This could cause us to be unable to satisfy our obligations to customers and other securities firms and could result in regulatory violations.

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

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

We rely heavily on our data technology platforms and the platforms provided by our clearing agents.

These platforms offer interfaces to our clearing service providers’ computing systems where customer account records are kept and are accessible through our data technology platforms.

Our systems also utilize browser-based access and other types of data communications.

Siebert 2022 Form-10K 11

Our data technology platforms offer services used in direct relation to customer activities as well as support for corporate use.

Some of these services include email and messaging, market data systems and third-party trading systems, business productivity tools and customer relationship management systems.

our information processing or communications systems for a significant period of time could limit our ability to process a large volume

of transactions accurately and rapidly.

This could cause us to be unable to satisfy our obligations to customers and other securities

firms and could result in regulatory violations.

External events, such as an earthquake, terrorist attack or power failure, loss of external

information feeds, such as security price information, as well as internal malfunctions such as those that could occur during the implementation

of system modifications, could render part or all of these systems inoperative.

We rely on third-party platforms for information

and communications systems.

We rely heavily on our data

technology platforms and the platforms provided by our clearing agents.

These platforms offer interfaces to our clearing service providers’

computing systems where customer account records are kept and are accessible through our data technology platforms.

Our systems also utilize

browser-based access and other types of data communications.

Our data technology platforms

offer services used in direct relation to customer activities as well as support for corporate use.

Some of these services include email

and messaging, market data systems and third-party trading systems, business productivity tools and customer relationship management systems.

Our data network is designed with redundancies in case a significant business disruption occurs.

We also rely on third parties that provide data center facilities, infrastructure, back-office systems for clearance, settlement and accounting, customer relationship management, compliance and risk software and systems, website functionality and access, databases, data center facilities and cloud computing, all of which are critical to our operations.

To ensure reliability and to conform to regulatory requirements related to business continuity, we maintain backup systems and backup data, leverage cloud-based technology, and have a full-time offsite disaster recovery site to ensure business continuity during a potential wide-spread disruption.

However, despite the preventive and protective measures in place, in the event of a wide-spread disruption of our systems or those of the third-parties upon whom we rely, our ability to satisfy the obligations to customers and other securities firms may be significantly hampered or completely disrupted.

Failure to protect client data or prevent breaches of our information systems could expose us to liability or reputational damage.

We are dependent on information technology networks and systems to securely process, transmit and store electronic information and to communicate among our branch offices and with our clients and vendors.

As the breadth and complexity of this infrastructure continues to grow, the potential risk of security breaches and cyber-attacks increases.

We also rely on third parties

that provide data center facilities, infrastructure, back-office systems for clearance, settlement and accounting, customer relationship

management, compliance and risk software and systems, website functionality and access, databases, data center facilities and cloud computing,

all of which are critical to our operations.

To ensure reliability and to conform to regulatory requirements related to business continuity,

we maintain backup systems and backup data, leverage cloud-based technology, and have a full-time offsite disaster recovery site to ensure

business continuity during a potential wide-spread disruption.

However, despite the preventive and protective measures in place, in the

event of a wide-spread disruption of our systems or those of the third-parties upon whom we rely, our ability to satisfy the obligations

to customers and other securities firms may be significantly hampered or completely disrupted.

Failure to protect client data or prevent

breaches of our information systems could expose us to liability or reputational damage.

We are dependent on information

technology networks and systems to securely process, transmit and store electronic information and to communicate among our branch offices

and with our clients and vendors.

As the breadth and complexity of this infrastructure continues to grow, the potential risk of security

breaches and cyber-attacks increases.

As a financial services company, we are continuously subject to cyber-attacks by third parties.

2 unchanged sentences

The secure transmission of confidential information over public networks is also a critical element of our operations.

In providing services to clients, we manage, utilize and store sensitive and confidential client data, including personal data.

As a result, we are subject to numerous laws and regulations designed to protect this information, such as U.S.

federal and state laws governing the protection of personally identifiable information.

These laws and regulations are increasing in complexity and number, change frequently and sometimes conflict.

If any person, including any of our employees, negligently disregards or intentionally breaches our established controls with respect to client data, or otherwise mismanages or misappropriates that data, we could be subject to significant monetary damages, regulatory enforcement actions, fines and/or criminal prosecution in one or more jurisdictions.

Unauthorized disclosure of sensitive or confidential client data, whether through systems failure, employee negligence, fraud or misappropriation, could damage our reputation and cause us to lose clients.

Similarly, unauthorized access to or through our information systems, whether by our employees or third parties, including a cyber-attack by third parties who may deploy viruses, worms or other malicious software programs, could result in negative publicity, significant remediation costs, legal liability, and damage to our reputation and could have a material adverse effect on our results of operations.

In addition, our liability insurance might not be sufficient in type or amount to cover us against claims related to security breaches, cyber-attacks and other related breaches.

Siebert 2023 Form-10K 10

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

As the world becomes more interconnected through the use of the internet and users rely more extensively on the internet and the cloud for the transmission and storage of data, such information becomes more susceptible to incursion by hackers and other parties intent on stealing or destroying data on which we or our customers rely.

We face an evolving landscape of cybersecurity threats in which hackers use a complex array of means to perpetrate cyber-attacks, including the use of stolen access credentials, malware, ransomware, phishing, structured query language injection attacks, and distributed denial-of-service attacks, among other means.

These cybersecurity incidents have increased in number and severity and it is expected that these trends will continue.

Should we be affected by such an incident, we may incur substantial costs and suffer other negative consequences, which may include:

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

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

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

In providing services to clients,

we manage, utilize and store sensitive and confidential client data, including personal data.

As a result, we are subject to numerous

laws and regulations designed to protect this information, such as U.S.

federal and state laws governing the protection of personally

identifiable information.

These laws and regulations are increasing in complexity and number, change frequently and sometimes conflict.

If any person, including any of our employees, negligently disregards or intentionally breaches our established controls with respect

to client data, or otherwise mismanages or misappropriates that data, we could be subject to significant monetary damages, regulatory

enforcement actions, fines and/or criminal prosecution in one or more jurisdictions.

Unauthorized disclosure of sensitive or confidential

client data, whether through systems failure, employee negligence, fraud or misappropriation, could damage our reputation and cause us

to lose clients.

Similarly, unauthorized access to or through our information systems, whether by our employees or third parties, including

a cyber-attack by third parties who may deploy viruses, worms or other malicious software programs, could result in negative publicity,

significant remediation costs, legal liability, and damage to our reputation and could have a material adverse effect on our results of

In addition, our liability insurance might not be sufficient in type or amount to cover us against claims related to security

breaches, cyber-attacks and other related breaches.

We may be exposed to damage to our business

or our reputation by cybersecurity breaches.

As the world becomes more

interconnected through the use of the internet and users rely more extensively on the internet and the cloud for the transmission and

storage of data, such information becomes more susceptible to incursion by hackers and other parties intent on stealing or destroying

data on which we or our customers rely.

We face an evolving landscape of cybersecurity threats in which hackers use a complex array of

means to perpetrate cyber-attacks, including the use of stolen access credentials, malware, ransomware, phishing, structured query language

injection attacks, and distributed denial-of-service attacks, among other means.

These cybersecurity incidents have increased in number

and severity and it is expected that these trends will continue.

Should we be affected by such an incident, we may incur substantial costs

and suffer other negative consequences, which may include:

● Remediation costs, such as liability for stolen assets or information, repairs of system damage, and incentives

to customers or business partners in an effort to maintain relationships after an attack;

● Increased cybersecurity protection costs, which may include the costs of making organizational changes,

deploying additional personnel and protection technologies, training employees, and engaging third party experts and consultants;

● Lost revenues resulting from the unauthorized use of proprietary information or the failure to retain

or attract customers following an attack;

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

● Loss of reputation.

Increasingly, intruders attempt to steal significant amounts of data, including personally identifiable data and either hold such data for ransom or release it onto the internet, exposing our clients to financial or other harm and thereby significantly increasing our liability in such cases.

Our regulators have introduced programs to review our protections against such incidents which, if they determined that our systems do not reasonably protect our clients’ assets and their data, could result in enforcement activity and sanctions.

We have and continue to introduce systems and software to prevent any such incidents and review and increase our defenses to such issues through the use of various services, programs and outside vendors.

We contract cybersecurity consultants and also review and revise our cybersecurity policy to ensure that it remains up to date.

In the event that we experience a material cybersecurity incident or identify a material cybersecurity threat, we will make all reasonable efforts to properly disclose it in a timely fashion.

It is impossible, however, for us to know when or if such incidents may arise or the business impact of any such incident.

As a result of such risks, we have and are likely to incur significant costs in preparing our infrastructure and maintaining it to resist any such attacks.

An increase in volume on our systems or other events could cause them to malfunction.

Most of our trade orders are received and processed electronically.

This method of trading is heavily dependent on the integrity of the electronic systems supporting it.

While we have never experienced a significant failure of our trading systems, heavy stress placed on our systems during peak trading times could cause our systems to operate at unacceptably low speeds or fail altogether.

Any significant degradation or failure of our systems or the systems of third parties involved in the trading process (e.g., online and internet service providers, record keeping and data processing functions performed by third parties, and third party software), even for a short time, could cause customers to suffer delays in trading.

Increasingly, intruders attempt

to steal significant amounts of data, including personally identifiable data and either hold such data for ransom or release it onto the

internet, exposing our clients to financial or other harm and thereby significantly increasing our liability in such cases.

Our regulators

have introduced programs to review our protections against such incidents which, if they determined that our systems do not reasonably

protect our clients’ assets and their data, could result in enforcement activity and sanctions.

We have and continue to introduce

systems and software to prevent any such incidents and review and increase our defenses to such issues through the use of various services,

programs and outside vendors.

We contract cybersecurity consultants and also review and revise our cybersecurity policy to ensure that

it remains up to date.

It is impossible, however, for us to know when or if such incidents may arise or the business impact of any such

As a result of such risks,

we have and are likely to incur significant costs in preparing our infrastructure and maintaining it to resist any such attacks.

An increase in volume on our systems or

other events could cause them to malfunction.

Most of our trade orders are

received and processed electronically.

This method of trading is heavily dependent on the integrity of the electronic systems supporting

While we have never experienced a significant failure of our trading systems, heavy stress placed on our systems during peak trading

times could cause our systems to operate at unacceptably low speeds or fail altogether.

Any significant degradation or failure of our

systems or the systems of third parties involved in the trading process (e.g., online and internet service providers, record keeping and

data processing functions performed by third parties, and third party software), even for a short time, could cause customers to suffer

delays in trading.

These delays could cause substantial losses for customers and could subject us to claims from these customers for losses.

There can be no assurance that our network structure will operate appropriately in the event of a subsystem, component or software failure.

In addition, we cannot assure that we will be able to prevent an extended systems failure in the event of a power or telecommunications failure, an earthquake, terrorist attack, fire or any act of God.

Any systems failure that causes interruptions in our operations could have a material adverse effect on our business, financial condition and operating results.

Rapid market or technological changes may render our technology obsolete or decrease the attractiveness of our products and services to our clients.

We must continue to enhance and improve our technology and electronic services.

The electronic financial services industry is characterized by significant structural changes, increasingly complex systems and infrastructures, changes in clients’ needs and preferences, and new business models.

If new industry standards and practices emerge and our competitors release new technology before us, our existing technology, systems and electronic trading services may become obsolete or our existing business may be harmed.

In addition, we cannot assure that we will be able to prevent an extended systems failure in the event of a power or telecommunications

failure, an earthquake, terrorist attack, fire or any act of God.

Any systems failure that causes interruptions in our operations could

have a material adverse effect on our business, financial condition and operating results.

Siebert 2023 Form-10K 11

Our future success will depend on our ability to:

Rapid market or technological changes may

render our technology obsolete or decrease the attractiveness of our products and services to our clients.

We must continue to enhance

and improve our technology and electronic services, and expect to increase investments in our own technology.

The electronic financial

services industry is characterized by significant structural changes, increasingly complex systems and infrastructures, changes in clients’

needs and preferences, and new business models.

If new industry standards and practices emerge and our competitors release new technology

before us, our existing technology, systems and electronic trading services may become obsolete or our existing business may be harmed.

Our future success will depend

on our ability to:

● Enhance our existing products and services;

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

● Develop and/or license new products and technologies that address the increasingly sophisticated and varied

needs of our clients and prospective clients;

● Continue to attract highly-skilled technology personnel;

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

Developing our electronic services, our implementation and utilization of our robo-advisor and other technology entails significant technical and business risks.

We may use new technologies ineffectively or we may fail to adapt our electronic trading platform, information databases and network infrastructure to client requirements or emerging industry standards.

If we face material delays in introducing new services, products and enhancements, our clients may forego the use of our products and use those of our competitors.

Further, the adoption of new internet, networking or telecommunications technologies may require us to devote substantial resources to modify and adapt our services.

We cannot assure that we will be able to successfully implement new technologies or adapt our proprietary technology and transaction-processing systems to client requirements or emerging industry standards.

We cannot assure that we will be able to respond in a timely manner to changing market conditions or client requirements.

● Respond to technological advances and emerging industry standards and practices on a cost-effective and

timely basis.

Developing our electronic

services, our implementation and utilization of our robo-advisor and other technology entails significant technical and business risks.

We may use new technologies ineffectively or we may fail to adapt our electronic trading platform, information databases and network infrastructure

to client requirements or emerging industry standards.

If we face material delays in introducing new services, products and enhancements,

our clients may forego the use of our products and use those of our competitors.

Further, the adoption of new

internet, networking or telecommunications technologies may require us to devote substantial resources to modify and adapt our services.

We cannot assure that we will be able to successfully implement new technologies or adapt our proprietary technology and transaction-processing

systems to client requirements or emerging industry standards.

We cannot assure that we will be able to respond in a timely manner to

changing market conditions or client requirements.

Risks Related to Our Business Operations

Potential strategic acquisitions and other business growth could increase costs and regulatory and integration risks.

Acquisitions involve risks that could adversely affect our business.

Our management identified a material weakness

in our internal control over financial reporting which could, if not remediated, result in material misstatements in our consolidated

financial statements.

Our management is responsible

for establishing and maintaining adequate internal controls over our financial reporting, as such term is defined in Rule 13a-15(f) under

the Exchange Act.

As disclosed in this report, we evaluated the effectiveness of our internal control over financial reporting and identified

a material weakness as of December 31, 2023.

The material weakness is that we did not design and maintain effective controls over certain

information technology (“IT”) or general computer controls for information systems that are relevant to the preparation of

the consolidated financial statements.

Specifically, we did not design and maintain user access controls to ensure appropriate segregation

of duties and adequate restricted user and privileged access to financial applications, data and programs to the appropriate personnel.

The IT deficiencies did not result in adjustments to the consolidated financial statements.

A material weakness is defined

as a deficiency, or a combination of deficiencies, in internal control over financial reporting, such that there is a reasonable possibility

that a material misstatement of our annual or interim financial statements will not be prevented or detected on a timely basis.

remediated, the material weakness identified above could result in material misstatements in our consolidated financial statements.

addition, if we are unable to maintain effective internal control over financial reporting or disclosure controls and procedures, our

ability to record, process and report financial information accurately, and to prepare financial statements within required time periods

could be adversely affected, which could subject us to litigation or investigations requiring management resources and payment of legal

and other expenses, negatively affect investor confidence in our financial statements and adversely impact our stock price.

Potential strategic acquisitions and other

business growth could increase costs and regulatory and integration risks.

Acquisitions involve risks

that could adversely affect our business.

We may pursue acquisitions of businesses and technologies.

Acquisitions and other transactions entail numerous risks, including:

Acquisitions and other transactions

entail numerous risks, including:

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

Siebert 2023 Form-10K 12

● Failure to achieve expected synergies;

4 unchanged sentences

● Dilution to existing stockholders.

As part of our growth strategy, we regularly consider and from time to time engage in discussions and negotiations regarding transactions such as acquisitions, mergers, combinations and partnerships within our industry.

The purchase price for possible acquisitions could be paid in cash, through the issuance of our common stock or other securities, borrowings or a combination of these methods.

Our transactions are typically subject to closing conditions including regulatory approvals and the absence of material adverse changes in the business, operations or financial condition of the entity or part of an entity being acquired or sold.

To the extent we enter into an agreement to buy or sell an entity or part of an entity, there can be no guarantee that the transaction will close when expected or at all.

As part of our growth strategy,

we regularly consider and from time to time engage in discussions and negotiations regarding transactions such as acquisitions, mergers,

combinations and partnerships within our industry.

The purchase price for possible acquisitions could be paid in cash, through the issuance

of our common stock or other securities, borrowings or a combination of these methods.

transactions are typically subject to closing conditions including regulatory approvals and the absence of material adverse changes in

the business, operations or financial condition of the entity or part of an entity being acquired or sold.

To the extent we enter into

an agreement to buy or sell an entity or part of an entity, there can be no guarantee that the transaction will close when expected or

If a material transaction does not close our stock price could decline.

We cannot be certain that we will be able to identify, consummate and successfully integrate acquisitions, and no assurance can be given with respect to the timing, likelihood or business effect of any possible transaction.

For example, we could begin negotiations that we subsequently decide to suspend or terminate for a variety of reasons.

However, opportunities may arise that we will evaluate and any transactions that we consummate would involve risks and uncertainties to us.

These risks could cause the failure of any anticipated benefits of an acquisition to be realized, which could have a material adverse effect on our business, financial condition, results of operations and prospects.

In addition, management is assessing the future strategic direction of RISE, taking into consideration current market conditions, demand trends, and resources.

While we believe our expertise and industry relationships will enable us to execute a new strategic direction, our business plan for RISE is untested, and it is uncertain whether our efforts will attract the customers and revenue necessary to compete in the market.

We may be unable to realize the anticipated benefits of our cost cutting efforts or it may take longer than anticipated for us to realize any benefits from increased cost efficiencies or economies of scale, if at all.

Our realization of the benefits anticipated as a result of cost cutting efforts and other business efforts and changes will depend in part on the ability of our management team to implement our business plan.

We cannot assure shareholders that there will not be substantial costs associated with these activities or other negative consequences as a result of these changes.

These effects include, but are not limited to, incurring unexpected costs or delays in connection with implementation of a modified business model, or the failure of our business to perform as expected, which could harm our results of operations.

Siebert 2022 Form-10K 14

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

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

We cannot be certain that

we will be able to identify, consummate and successfully integrate acquisitions, and no assurance can be given with respect to the timing,

likelihood or business effect of any possible transaction.

For example, we could begin negotiations that we subsequently decide to suspend

or terminate for a variety of reasons.

However, opportunities may arise that we will evaluate and any transactions that we consummate

would involve risks and uncertainties to us.

These risks could cause the failure of any anticipated benefits of an acquisition to be realized,

which could have a material adverse effect on our business, financial condition, results of operations and prospects.

We depend on our ability to attract and

retain key personnel.

We are dependent upon our

key personnel for our success and the loss of the services of any of these individuals could significantly harm our business, financial

condition and operating results.

We do not own the Muriel Siebert and Siebert

names, but we may use them as part of our corporate name pursuant to a license agreement.

Use of the names by other parties or the expiration

or termination of our license agreement may harm our business.

We have entered into a license

agreement with the Muriel Siebert Estate / Foundation under which we have a license to use the “Muriel Siebert” and “Siebert”

name until 2025.

In the event that the license agreement is terminated, or if the license agreement is not renewed or extended beyond

2025, we may be required to change our name and cease using the name.

Any of these events could disrupt our recognition in the marketplace

and otherwise harm our business.

Our customers may fail to pay us.

A principal credit risk to which we are exposed on a regular basis is that our customers may fail to pay for their purchases or fail to maintain the minimum required collateral for amounts borrowed against securities positions maintained by them.

We cannot assure that our practices and/or the policies and procedures we have established will be adequate to prevent a significant credit loss.

Our advisory services subject us to additional risks.

We provide investment advisory services to investors.

A principal credit risk to

which we are exposed on a regular basis is that our customers may fail to pay for their purchases or fail to maintain the minimum required

collateral for amounts borrowed against securities positions maintained by them.

We cannot assure that our practices and/or the policies

and procedures we have established will be adequate to prevent a significant credit loss.

Our advisory services subject us to additional

We provide investment advisory

services to investors.

Through our RIA, SNXT, we offer robo-advisory and investment services.

The risks associated with these investment advisory activities include those arising from possible conflicts of interest, unsuitable investment recommendations, inadequate due diligence, inadequate disclosure and fraud.

Realization of these risks could lead to liability for client losses, regulatory fines, civil penalties and harm to our reputation and business.

Certain employees, directors and affiliates of RISE and Siebert own equity in RISE Financial Services, LLC

From January 31, 2022 to the date of this Report, RISE issued and Siebert sold membership interests in RISE to certain employees, directors, and affiliates of RISE and Siebert ranging from 1% to 2% individually.

This amount represented, as of the date of this Report, an aggregate of 7% of the total issued and outstanding membership interests in RISE.

The risks associated with these investment

advisory activities include those arising from possible conflicts of interest, unsuitable investment recommendations, inadequate due diligence,

inadequate disclosure and fraud.

Realization of these risks could lead to liability for client losses, regulatory fines, civil penalties

and harm to our reputation and business.

Certain employees, directors and affiliates

of RISE and Siebert own equity in RISE Financial Services, LLC

During the first quarter of

2022, RISE issued and Siebert sold membership interests in RISE to certain employees, directors, and affiliates of RISE and Siebert ranging

from 1% to 2% individually.

This amount represented, as of the date of this Report, an aggregate of 7% of the total issued and outstanding

membership interests in RISE.

As of the date of this Report, Gloria E.

Gebbia owns approximately 24% of RISE.

As a result, the interests of the employees, directors, and affiliates of RISE and Siebert who own equity in RISE may differ from the interests of shareholders of Siebert.

Risks Related to Our Common Stock

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

13,198,585 shares of our common stock, or approximately 41% of our shares of our common stock outstanding, are currently held by non-affiliates as of March 20, 2023.

A stock with a small number of shares held by non-affiliates, known as the “float,” will generally be more volatile than a stock with a large float.

Although our common stock is traded on the Nasdaq Capital Market, there can be no assurance that an active public market will continue.

Our principal shareholder has the ability to control key decisions submitted to a vote of our shareholders.

Gebbia, who is a director of Siebert and the managing member of Kennedy Cabot Acquisition, LLC (“KCA”), has, along with other family members, the power to elect the entire Board of Directors and, except as otherwise provided by law or our Certificate of Incorporation or by-laws, to approve any action requiring shareholder approval without a shareholders meeting.

As a result, the interests

of the employees, directors, and affiliates of RISE and Siebert who own equity in RISE may differ from the interests of shareholders of

Siebert 2023 Form-10K 13

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

Sales of a substantial number of shares of our common stock in the public market, or the perception in the market that the holders of a large number of shares intend to sell shares, could reduce the market price of our common stock and make it more difficult for investors to sell common stock at a time and price that investors deem appropriate.

In addition, on February 18, 2022, we filed a shelf registration statement on Form S-3 that was declared effective on March 2, 2022 by the SEC for the potential offering, issuance and sale by us of up to $100.0 million, subject to certain limitations, of our common stock, preferred stock, warrants to purchase our common Stock and/or preferred stock, units consisting of all or some of these securities and subscription rights to purchase all or some of these securities.

If we sell our common stock, preferred stock, convertible securities and other equity securities in other transactions pursuant to our shelf registration statement on Form S-3, existing investors may be materially diluted by such subsequent sales, new investors could gain rights superior to our existing shareholders and the market price of our common stock may drop significantly.

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

Since our common stock started trading on the Nasdaq Capital Market, our common stock has been relatively thinly traded and at times been subject to price volatility.

Risks Related to Our Common Stock

There may be a limited public market for

our common stock;

13,255,556 shares of our common

stock, or approximately 33.3% of our shares of our common stock outstanding, are currently held by non-affiliates as of May 1, 2024.

stock with a small number of shares held by non-affiliates, known as the “float,” will generally be more volatile than a stock

with a large float.

Although our common stock is traded on the Nasdaq Capital Market, there can be no assurance that an active public

market will continue.

Our principal shareholder has significant

influence over us.

Gebbia, who is a

director of Siebert, the managing member of Kennedy Cabot Acquisition, LLC (“KCA”) and the spouse of Siebert’s Chief

Executive Officer, has, along with other family members, the power to nominate six directors to the Board of Directors and owns approximately

43% of our common stock.

As a result, they have significant influence on matters submitted to a vote of shareholders.

Future sales of our common stock in the

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

Sales of a substantial number

of shares of our common stock in the public market by new issuances or through sales by existing shareholders, or the perception in the

market that we or the holders of a large number of shares intend to sell shares, could reduce the market price of our common stock and

make it more difficult for investors to sell common stock at a time and price that investors deem appropriate.

On April 27, 2023, Siebert

entered into a Stock Purchase Agreement (the “First Tranche Stock Purchase Agreement”) with Kakaopay Corporation (“Kakaopay”),

a company established under the Laws of the Republic of Korea, pursuant to which Siebert issued to Kakaopay 8,075,607 shares of Siebert’s

common stock, which represented at the time of issuance 19.9% of the outstanding equity securities of Siebert on a fully diluted basis.

The First Tranche closed on May 18, 2023 and, in connection therewith, we entered into a Registration Rights and Lock-Up Agreement, dated

as of May 19, 2023 (the “Registration Rights Agreement”), with Kakaopay.

In accordance with the Registration Rights Agreement

and the Settlement Agreement (as defined below), in January 2024 we filed a Form S-3 registration statement with the SEC registering these

shares for resale.

However, since we filed this Report after its scheduled due date, we no longer satisfy the eligibility requirements

for use of registration statements on Form S-3, which requires that we file in a timely manner all reports required to be filed during

the prior twelve calendar months.

As a result, we have suspended use of the registration statement on Form S-3.

Kakaopay may still sell

shares pursuant to Rule 144 under the Securities Act of 1933, as amended, prior to the filing of any future registration statement.

number of shares of common stock could be significant in relation to our currently outstanding common stock and the historical trading

volume of our common stock.

The sale by Kakaopay of all or a significant portion of the shares of common stock could have a material adverse

effect on the market price of our common stock.

In addition, the perception in the public markets that Kakaopay might sell all or a portion

of the shares of common stock could also, in and of itself, have a material adverse effect on the market price of our common stock.

The price of our common stock in the public

markets has experienced, and may in the future experience, extreme volatility due to a variety of factors, many of which are beyond our

Since our common stock started

trading on the Nasdaq Capital Market, our common stock has been relatively thinly traded and at times been subject to price volatility.

The average daily trading volume from January 1, 2023 to December 31, 2023 was approximately 77,052 shares.

We believe that the trading price of our common stock has at times been influenced by trading factors other than industry or Company-specific fundamentals, including, without limitation, the sentiment of retail investors (including as may be expressed on financial trading and other social media sites), speculation in the press, in the investment community, or on the internet, including on online forums and social media, about Siebert, our industry or our security’s access to margin debt, trading in options and other derivatives on our common stock, and the amount and status of short interest in our securities (including a “short squeeze”).

A “short squeeze” is a technical market condition that occurs when the price of a stock increases substantially, forcing market participants who had taken a position that its price would fall (i.e., who had sold the stock “short”), to buy it, which in turn may create significant, short-term demand for the stock not for fundamental reasons, but rather due to the need for such market participants to acquire the stock in order to forestall the risk of even greater losses.

A “short squeeze” condition in the market for a stock can lead to short-term conditions involving very high volatility and trading that may or may not track fundamental valuation models.

As a result of the foregoing, investors in our common stock may be subject to the risk of significant, short-term price volatility of our common stock and the trading price of our common stock could decline for reasons unrelated to our business, financial condition, or results of operations.

Further, in the past, following periods of volatility in the overall market and the market price of a particular company’s securities, securities class action litigation has often been instituted against these companies.

If any of the foregoing occurs, it could cause our stock price to fall and may expose us to lawsuits that, even if unsuccessful, could be costly to defend and a distraction to management.

We believe that the trading

price of our common stock has at times been influenced by trading factors other than industry or Company-specific fundamentals, including,

without limitation, the sentiment of retail investors (including as may be expressed on financial trading and other social media sites),

speculation in the press, in the investment community, or on the internet, including on online forums and social media, about Siebert,

our industry or our security’s access to margin debt, trading in options and other derivatives on our common stock, and the amount

and status of short interest in our securities (including a “short squeeze”).

A “short squeeze” is a technical

market condition that occurs when the price of a stock increases substantially, forcing market participants who had taken a position that

its price would fall (i.e., who had sold the stock “short”), to buy it, which in turn may create significant, short-term demand

for the stock not for fundamental reasons, but rather due to the need for such market participants to acquire the stock in order to forestall

the risk of even greater losses.

A “short squeeze” condition in the market for a stock can lead to short-term conditions involving

very high volatility and trading that may or may not track fundamental valuation models.

Siebert 2023 Form-10K 14

Our future ability to pay dividends to holders of our common stock is subject to the discretion of our Board of Directors and will be limited by our ability to generate sufficient earnings and cash flows.

As a result of the foregoing,

investors in our common stock may be subject to the risk of significant, short-term price volatility of our common stock and the trading

price of our common stock could decline for reasons unrelated to our business, financial condition, or results of operations.

in the past, following periods of volatility in the overall market and the market price of a particular company’s securities, securities

class action litigation has often been instituted against these companies.

If any of the foregoing occurs, it could cause our stock price

to fall and may expose us to lawsuits that, even if unsuccessful, could be costly to defend and a distraction to management.

Our future ability to pay dividends to holders

of our common stock is subject to the discretion of our Board of Directors and will be limited by our ability to generate sufficient earnings

and cash flows.

We did not pay any dividends

in 2023 or 2022.

Payment of future cash dividends on our common stock will depend on our ability to generate earnings and cash flows.

However, sufficient cash may not be available to pay such dividends.

Payment of future dividends, if any, will be at the discretion of our Board of Directors and will depend upon a number of factors that the Board of Directors deems relevant, including future earnings, the success of our business activities, capital requirements, the general financial condition and future prospects of our business and general business conditions.

If we are unable to generate sufficient earnings and cash flows from our business, we may not be able to pay dividends on our common stock.

Our ability to pay cash dividends on our common stock is also dependent on the ability of our subsidiaries to pay dividends or capital distributions to Siebert.

MSCO and RISE are subject to various regulatory requirements relating to liquidity, capital standards and the use of client funds and securities, which may limit funds available for payments to Siebert.

The ability of our subsidiaries to pay dividends or capital distributions to Siebert may also be subject to regulatory approval.

Payment of future dividends, if any, will be at the discretion of

our Board of Directors and will depend upon a number of factors that the Board of Directors deems relevant, including future earnings,

the success of our business activities, capital requirements, the general financial condition and future prospects of our business and

general business conditions.

If we are unable to generate sufficient earnings and cash flows from our business, we may not be able to

pay dividends on our common stock.

Our ability to pay cash dividends

on our common stock is also dependent on the ability of our subsidiaries to pay dividends or capital distributions to Siebert.

RISE are subject to various regulatory requirements relating to liquidity, capital standards and the use of client funds and securities,

which may limit funds available for payments to Siebert.

The ability of our subsidiaries to pay dividends or capital distributions to

Siebert may also be subject to regulatory approval.

Risks Related to Our Industry and Market

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

Most of our revenues are derived from our securities brokerage business.

Like other businesses operating in the securities industry, our business is directly affected by volatile trading markets, fluctuations in the volume of market activity, economic and political conditions, upward and downward trends in business and finance at large, legislation and regulation affecting the national and international business and financial communities, currency values, inflation, market conditions, the availability and cost of short-term or long-term funding and capital, the credit capacity or perceived credit-worthiness of the securities industry in the marketplace and the level and volatility of interest rates.

We also face risks relating to losses resulting from the ownership of securities, counterparty failure to meet commitments, customer fraud, employee fraud, issuer fraud, errors and misconduct, failures in connection with the processing of securities transactions and litigation.

A reduction in our revenues or a loss resulting from our ownership of securities or sales or trading of securities could have a material adverse effect on our business, results of operations and financial condition.

In addition, as a result of these risks, our revenues and operating results may be subject to significant fluctuations from quarter to quarter and from year to year.

Interest rate changes could affect our profitability.

The direction and level of interest rates are important factors in our earnings.

Our earnings are affected by the difference between the interest rates earned on interest-earning assets such as loans and investment securities and interest rates paid on interest-bearing liabilities such as deposits and borrowings.

Increases in interest rates positively impact our revenue from margin and other interest income, and distribution fees received from money market securities.

economy recovers, aided by stimulus packages and fiscal and monetary policies, inflation has been rising at historically high rates, and the Federal Reserve has signaled that it will continue increasing the target federal funds effective rate.

Although we believe we may benefit from a rising interest rate environment, a rise in interest rates may cause our funding costs to increase if market conditions or the competitive environment induces us to raise our interest rates to avoid losing deposits, or replace deposits with higher cost funding sources without offsetting increases in yields on interest-earning assets which can reduce our interest revenue.

Siebert 2022 Form-10K 17

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

Our businesses are, and will continue to be, susceptible to economic slowdowns, recessions and volatility in the markets, which may lead to financial losses for our customers, and a decrease in revenues and operating results.

Securities market volatility and other securities

industry risk could adversely affect our business.

Most of our revenues are derived

from our securities brokerage business.

Like other businesses operating in the securities industry, our business is directly affected

by volatile trading markets, fluctuations in the volume of market activity, economic and political conditions, upward and downward trends

in business and finance at large, legislation and regulation affecting the national and international business and financial communities,

currency values, inflation, market conditions, the availability and cost of short-term or long-term funding and capital, the credit capacity

or perceived credit-worthiness of the securities industry in the marketplace and the level and volatility of interest rates.

risks relating to losses resulting from the ownership of securities, counterparty failure to meet commitments, customer fraud, employee

fraud, issuer fraud, errors and misconduct, failures in connection with the processing of securities transactions and litigation.

in our revenues or a loss resulting from our ownership of securities or sales or trading of securities could have a material adverse effect

on our business, results of operations and financial condition.

In addition, as a result of these risks, our revenues and operating results

may be subject to significant fluctuations from quarter to quarter and from year to year.

Interest rate changes could affect our

profitability.

direction and level of interest rates are important factors in our earnings.

Our earnings are affected by the difference between the interest

rates earned on interest-earning assets such as loans and investment securities and interest rates paid on interest-bearing liabilities

such as deposits and borrowings.

Increases in interest rates positively impact our revenue from margin and other interest income, and

distribution fees received from money market securities.

economy remains in a strong recovery, aided by fiscal and monetary policies, inflation has been rising at historically high rates,

and the Federal Reserve may raise, maintain or lower rates in the future.

Although we believe we may benefit from the current interest

rate environment, higher interest rates may cause our funding costs to increase if market conditions or the competitive environment induces

us to raise our interest rates to avoid losing deposits, or replace deposits with higher cost funding sources without offsetting increases

in yields on interest-earning assets which can reduce our interest revenue.

A prolonged economic slowdown, volatility

in the markets, a recession, and uncertainty in the markets could impair our business and harm our operating results.

Our businesses are, and will

continue to be, susceptible to economic slowdowns, recessions and volatility in the markets, which may lead to financial losses for our

customers, and a decrease in revenues and operating results.

In addition, global macroeconomic conditions and U.S.

financial markets remain vulnerable to the potential risks posed by exogenous shocks, which could include, among other things, political and financial uncertainty in the U.S.

and the European Union, renewed concern about China’s economy, conflict with Russia and Ukraine, complications involving terrorism and armed conflicts around the world, or other challenges to global trade or travel, such as might occur in the event of a wider pandemic involving COVID-19.

More generally, because our business is closely correlated to the macroeconomic outlook, a significant deterioration in that outlook or an exogenous shock would likely have an immediate negative impact on our overall results of operations.

There is intense competition in the brokerage industry.

We encounter significant competition from full-commission, no commission, online and other discount brokerage firms, as well as from financial institutions, mutual fund sponsors, venture-backed technology and cryptocurrency firms, and other organizations.

Over the past several years, price wars and lower or no commission rates in the discount brokerage business in general have strengthened our competitors.

In addition, while the decline of commissions has been ongoing for decades, some of our competitors charging zero commissions on trades could potentially have an adverse effect on our commission revenue.

The securities brokerage industry has experienced significant consolidation, which may continue in the future, likely increasing competitive pressures in the industry.

Consolidation could enable other firms to offer a broader range of products and services than we do, or offer them on better terms, such as higher interest rates paid on cash held in client accounts.

We believe that such changes in the industry will continue to strengthen existing competitors and attract additional competitors such as banks, insurance companies, providers of online financial and information services, and others.

Many of these competitors are larger, more diversified, have greater capital resources, and offer a wider range of services and financial products than we do.

financial markets remain

vulnerable to the potential risks posed by exogenous shocks, which could include, among other things, political and financial uncertainty

and the European Union, renewed concern about China’s economy, conflict with Russia and Ukraine, the conflict in Israel

and the Gaza Strip, complications involving terrorism and armed conflicts around the world, or other challenges to global trade or travel.

More generally, because our business is closely correlated to the macroeconomic outlook, a significant deterioration in that outlook or

an exogenous shock would likely have an immediate negative impact on our overall results of operations.

Siebert 2023 Form-10K 15

There is intense competition in the brokerage

We encounter significant competition

from full-commission, no commission, online and other discount brokerage firms, as well as from financial institutions, mutual fund sponsors,

venture-backed technology and cryptocurrency firms, and other organizations.

Over the past several years, price wars and lower or no commission

rates in the discount brokerage business in general have strengthened our competitors.

In addition, while the decline of commissions has

been ongoing for decades, some of our competitors charging zero commissions on trades could potentially have an adverse effect on our

commission revenue.

The securities brokerage industry

has experienced significant consolidation, which may continue in the future, likely increasing competitive pressures in the industry.

Consolidation could enable other firms to offer a broader range of products and services than we do, or offer them on better terms, such

as higher interest rates paid on cash held in client accounts.

We believe that such changes in the industry will continue to strengthen

existing competitors and attract additional competitors such as banks, insurance companies, providers of online financial and information

services, and others.

Many of these competitors are larger, more diversified, have greater capital resources, and offer a wider range

of services and financial products than we do.

We compete with a wide variety of vendors of financial services for the same customers.

Many of these competitors conduct extensive marketing campaigns and may have or achieve exceptional market name recognition.

We may not be able to compete effectively with current or future competitors with stronger capital position, greater name recognition or who partner or combine with other larger firms.

Siebert 2022 Form-10K 18

Some competitors in the discount brokerage business offer services which we may not offer.

In addition, some competitors have continued to offer flat rate execution fees that are lower than some of our published rates.

Industry-wide changes in trading practices are expected to cause continuing pressure on fees earned by discount brokers for the sale of order flow.

Continued or increased competition from ultra-low cost, flat-fee brokers and broader service offerings from other discount brokers could limit our growth or lead to a decline in our customer base which would adversely affect our business, results of operations and financial condition.

Further, if we are not able to update or adapt our products and services to take advantage of the latest technologies and standards, or are otherwise unable to offer services to mobile and desktop computing platforms to a growing self-directed investor market, it could have a material adverse effect on our ability to compete.

Lower price levels in the securities markets may reduce our profitability.

Lower price levels of securities may result in (i) reduced volumes of securities, options and futures transactions, with a consequent reduction in our commission revenues, and (ii) losses from declines in the market value of securities we hold in investment.

In periods of low volume, our levels of profitability are further adversely affected because certain of our expenses remain relatively fixed.

Sudden sharp declines in market values of securities and the failure of issuers and counterparties to perform their obligations can result in illiquid markets which, in turn, may result in us having difficulty selling securities.

be able to compete effectively with current or future competitors with stronger capital position, greater name recognition or who partner

or combine with other larger firms.

Some competitors in the discount

brokerage business offer services which we may not offer.

In addition, some competitors have continued to offer flat rate execution fees

that are lower than some of our published rates.

Industry-wide changes in trading practices are expected to cause continuing pressure

on fees earned by discount brokers for the sale of order flow.

Continued or increased competition from ultra-low cost, flat-fee brokers

and broader service offerings from other discount brokers could limit our growth or lead to a decline in our customer base which would

adversely affect our business, results of operations and financial condition.

Further, if we are not able to update or adapt our products

and services to take advantage of the latest technologies and standards, or are otherwise unable to offer services to mobile and desktop

computing platforms to a growing self-directed investor market, it could have a material adverse effect on our ability to compete.

Lower price levels in the securities markets

may reduce our profitability.

Lower price levels of securities

may result in (i) reduced volumes of securities, options and futures transactions, with a consequent reduction in our commission revenues,

and (ii) losses from declines in the market value of securities we hold in investment.

In periods of low volume, our levels of profitability

are further adversely affected because certain of our expenses remain relatively fixed.

Sudden sharp declines in market values of securities

and the failure of issuers and counterparties to perform their obligations can result in illiquid markets which, in turn, may result in

us having difficulty selling securities.

Such negative market conditions, if prolonged, may lower our revenues.

A reduction in our revenues could have a material adverse effect on our business, results of operations and financial condition.

UNRESOLVED STAFF COMMENTS

A reduction in our revenues

could have a material adverse effect on our business, results of operations and financial condition.

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 1A. Risk Factors