Item 1. Business
ITEM 1. BUSINESS
Overview of Company
Siebert
Financial Corp., together with its subsidiaries, is a diversified financial services firm and provides a full range of brokerage and financial
advisory services including securities brokerage, investment advisory and insurance offerings, and corporate stock plan administration
solutions. Our firm is characterized by building solid relationships with our clients through exceptional personal service and proven
performance. We have a strong legacy and continue to evolve in our approach to take advantage of opportunities in the financial services
industry. As part of our strategic initiatives to diversify and create synergies between our enterprises, we acquired a media and entertainment
company. Additionally we created an investment advisory committee with several veterans in the entertainment industry.
We
conduct the following lines of business through our wholly-owned and majority-owned subsidiaries:
● Muriel Siebert & Co., LLC (“MSCO”) provides
retail brokerage services. MSCO is a Delaware corporation and broker-dealer registered with the SEC under the Securities Exchange Act
of 1934 (“Exchange Act”) and the Commodity Exchange Act of 1936, and member of the Financial Industry Regulatory Authority
(“FINRA”), the New York Stock Exchange (“NYSE”), the Securities Investor Protection Corporation (“SIPC”),
Euroclear, and the National Futures Association (“NFA”), and the Commodities Futures Trading Commission (“CFTC”).
● Siebert AdvisorNXT, LLC (“SNXT”) provides investment
advisory services. SNXT is a New York corporation registered with the SEC as a Registered Investment Advisor (“RIA”) under
the Investment Advisers Act of 1940 (“Advisers Act”), and the CFTC.
● Park Wilshire Companies, Inc. (“PW”) provides
insurance services. PW is a Texas corporation and licensed insurance agency.
● Siebert Technologies, LLC (“STCH”) provides technology
development. STCH is a Nevada limited liability company.
● RISE Financial Services, LLC, (“RISE”) is a Delaware
limited liability company and a broker-dealer registered with the SEC, CFTC, FINRA, SIPC and NFA.
● StockCross Digital Solutions, Ltd. (“STXD”) is
an inactive subsidiary headquartered in Bermuda.
● Gebbia Entertainment, LLC (“GE”) is a Florida
limited liability company and provides media entertainment services.
For purposes of this Annual
Report, the terms “Siebert,” “Company,” “we,” “us” and “our” refer to Siebert
Financial Corp., MSCO, SNXT, PW, STCH, RISE, STXD, and GE, collectively, unless the context otherwise requires.
Our
headquarters is located at 653 Collins Avenue, Miami Beach, FL 33139, with primary operations in New York, Florida and California. Our
phone number is (310) 385-1861 and our Internet address is www.siebert.com . Information included
or available through our website does not constitute a part of this Report. We have 10 branch offices throughout the U.S. and clients
around the world.
As of March 11, 2025, we had
146 full-time employees. Our common stock is registered under Section 12 of the Exchange Act, and we file periodic reports with the SEC,
including annual reports on Form 10-K, quarterly reports on Form 10-Q, current reports on Form 8-K, and proxy and information statements
on Schedule 14. The SEC maintains a website (www.sec.gov) that contains reports, proxy and information statements, and other information
regarding companies that file documents electronically with the SEC. Our SEC filings are also available through our website at www.siebert.com,
where investors are able to obtain copies of our public filings free of charge. Our common stock, par value $.01 per share trades on the
Nasdaq Capital Market under the symbol “SIEB.”
Subsidiaries and Business Offerings
Muriel Siebert & Co., LLC.
Overview
MSCO has been providing online
and traditional discount brokerage services to clients for over 55 years. MSCO was founded in 1967 by Muriel F. (“Mickie”)
Siebert, a trailblazer who was the first woman to own a seat on the NYSE and the first to head one of its member firms. On May 1, 1975,
after the federal government banned fixed commissions by brokers, Mickie broke barriers and declared MSCO a discount brokerage firm.
In May 2022, MSCO received
approval to expand its clearing services in the U.S. by acting as a correspondent clearing firm for institutional and online broker-dealers,
registered investment advisors and other asset managers. Achieving this milestone strengthens our core competencies, diversifies our business,
and reinforces our commitment as a strategic partner to our clients.
Today,
MSCO offers a wide range of products and services and is the primary subsidiary of Siebert.
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Products and Services
MSCO
offers a wide range of products and services, including the following:
● Self-directed trading
● Market making and fixed income investments
● Stock borrow / stock loan
● Equity compensation plans (Siebert Corporate Services)
● Wealth management / financial advice
Additional Information
Brokerage and Related Services
MSCO offers a wide selection
of quality investment services, including broker assisted trades and free online self-service features such as real time quotes, market
data, and trading tools.
MSCO is a self-clearing broker-dealer
and also clears with National Financial Services Corp. (“NFS”), a wholly-owned subsidiary of FMR, LLC (“Fidelity Investments”).
Securities Finance and Market Making
We operate our Securities
Finance Group, which is a division that consists primarily of our stock borrow / stock loan and related services. Our management team
brings decades of securities finance experience to this division. We have seen positive results in recent years and are committed to continue
to expand our securities finance operations.
We make markets in multiple
exchanges and in over 500 equity securities and fixed income products. The client service offerings within our Market Making division
have evolved with the capital markets and different trading strategies. Our strengths include trading experience in domestic markets,
enhanced liquidity, and the search for significant price improvement. The ability of our Market Making division to execute large orders
continues to be a strategic advantage in supporting the growth of our Corporate Services division.
Corporate Services
We are dedicated to helping
publicly traded companies and their employees manage their equity compensation plans. Corporate services are a key component of our business,
and we leverage our technology partnerships to create a distinct advantage through FIX connection trading and real-time transaction reporting.
Siebert Corporate Services primarily supports small and mid-cap public companies. Below are some key points of our strategic outlook and
initiatives within Siebert Corporate Services.
● Strategic Shift and Business Evolution: Throughout 2023, Siebert
Corporate Services has initiated a strategy shift, transitioning from transaction-based service delivery to focus on the overall client
experience.
● Investment in Innovation and Technology: We have made a commitment
to innovation and investment in technology that we believe will provide efficiencies and accelerate our service-to-sales model. This
strategic approach is critical in driving future growth in account conversion revenue.
● Future Outlook: Industry consolidation and rising minimum
plan value requirements among competitors is creating an underserved market of public issuers looking for new service providers. Siebert
Corporate Services is currently developing an enhanced equity management solution to capture new market opportunities.
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Independent Retail Execution Services
MSCO
and its clearing firms monitor order flow in efforts to ensure that customers are getting the best possible trade executions. All
equity orders are routed in a manner intended to afford MSCO’s customers the most favorable terms on all orders. MSCO also
offers customers execution services through various market centers for an additional fee, providing customers access to numerous
market centers before and after regular market hours. Customers may buy or sell fixed income securities, municipal bonds, corporate
bonds, mortgage-backed securities, government sponsored enterprises, unit investment trusts, mutual funds, certificates of deposit,
and other securities. These transactions are serviced by MSCO’s registered representatives.
Retail Customer Service
MSCO believes that its superior
customer service enhances its ability to compete with larger brokerage firms and provides retail customers with personal service via access
to dedicated customer service personnel for all of its products and services. Customer service personnel, located in MSCO’s branch
offices, are cross trained to assist with all clients’ needs for a reliable experience. MSCO uses a variety of customer relationship
management systems that enable representatives in any location to review and respond to customers’ requests in a timely manner.
Retirement Accounts
MSCO offers customers a variety
of self-directed retirement accounts. Each IRA, SEP IRA, ROTH IRA, and KEOGH account can be invested in a variety of qualified investments
in a consolidated account. MSCO acts as its own custodian for retirement accounts and also utilizes NFS for IRA custody. MSCO offers self-directed
retirement accounts and also has registered representatives dedicated to assisting clients in meeting their retirement goals.
Customer Financing
Customer margin accounts are
carried whereby money is lent to customers for a portion of the market value of marginable securities held in the customer’s account.
Margin loans are collateralized by these securities. Customers also may sell securities short in a margin account, subject to minimum
equity and applicable margin requirements, and the availability of such securities to be borrowed. In permitting customers to engage in
margin financing, short sale or any other transaction, MSCO assumes the risk of its customers’ failure to meet their obligations
in the event adverse changes in the market affect the value of the margined securities positions. MSCO and NFS reserve the right to set
margin requirements higher than those established by the Federal Reserve System.
MSCO has established policies
with respect to maximum purchase commitments for new customers or customers with inadequate collateral to support a requested purchase.
When transactions occur outside normal guidelines, MSCO monitors accounts closely until their payment obligations are completed. If the
customer does not meet the required commitments, MSCO takes steps to close out the position and minimize any loss. In the last five years,
MSCO has not had any significant losses as a result of customers failing to meet commitments.
Information and Communications
Systems
MSCO
relies heavily on its data technology platform and the platform provided by its clearing agents. These platforms offer interfaces to MSCO’s
clearing service providers’ computing systems where all customer account records are kept and are accessible through MSCO’s
data technology platform. MSCO’s systems also utilize browser-based access and other types of data communications. MSCO’s
representatives use NFS systems, by way of MSCO’s data technology platform, to perform daily operational functions which include
trade entry, trade reporting, clearing-related activities, risk management and account maintenance.
MSCO’s
data technology platform offers services used in direct relation to customer activities as well as support for corporate use. Some of
these services include email and messaging, market data systems and third-party trading systems, business productivity tools and customer
relationship management systems. MSCO’s data network is designed with redundancies in case a significant business disruption occurs.
To
ensure reliability and to conform to regulatory requirements related to business continuity, MSCO maintains backup systems and backup
data, leverages cloud-based technology, and has a full-time offsite disaster recovery site to ensure business continuity during a potential
wide-spread disruption. However, despite the preventive and protective measures in place, in the event of a wide-spread disruption, MSCO’s
ability to satisfy the obligations to customers and other securities firms may be significantly hampered or completely disrupted. For
more information regarding our business continuity plan, refer to the Business Continuity Statement on our website.
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We
are consistently enhancing technology for both our customers as well as our internal operations. We are currently in the process of developing
a new retail platform (“Retail Platform”) for our customers and integrating it into our operations.
Investment Banking
and Capital Markets
During the first quarter of
2025, the Company established an Investment Banking and Capital Markets division as part of its strategic expansion designed to serve
middle-market clients often overlooked by larger financial institutions. The Company has hired several experienced professionals
with extensive experience in capital markets, M&A, and financial advisory services to lead and develop this growth initiative. These
hires represent a significant investment in the Company’s future operations.
Siebert AdvisorNXT, Inc.
Overview
SNXT offers customers our
proprietary robo-advisory technology that utilizes trading algorithms initially developed by STCH to create our robo-advisor. This technology
provides clients with cost-efficient, competitively priced, and automated wealth management solutions intended to maximize portfolio returns
based on specific risk tolerance. The platform utilizes Nobel Prize-winning Modern Portfolio Theory (“MPT”) to create optimal
portfolios for each client. We provide web-based tools to enable clients to monitor and interact with the robo-advisor’s automated
portfolio manager application. The robo-advisor selects low-cost, well-managed, exchange-traded funds (“ETFs”) and exchange-traded
notes (“ETNs”) that represent the asset classes that provide clients the necessary risk-adjusted exposure given current market
conditions. The robo-advisor continuously monitors and periodically rebalances portfolios to address changes in market and economic conditions.
Products and Services
The products and services offered by SNXT include:
● Managed portfolios
● Separately managed accounts
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Park Wilshire Companies, Inc.
Overview
PW is a full-service insurance
agency founded in 2010. Through PW, our product offerings include various insurance products such as fixed annuities and property and
casualty insurance.
Products and Services
The products and services offered by PW include:
● Fixed annuities
● Personal insurance
● Property and casualty insurance
● Natural disaster insurance
● Life and disability
Siebert Technologies, LLC
Overview
STCH
is an innovative technology subsidiary dedicated to advancing new technology for our clients as well as our business operations. By leveraging
cutting-edge technology, STCH is positioned to drive the evolution of our products and services, delivering greater efficiency, accessibility,
and value to our clients. With a focus on future fintech opportunities, STCH aims to be at the forefront of developing transformative
solutions that will cater to both retail and corporate service clients.
During 2024, we hired a new
President of STCH with over 25 years of experience in technology leadership and innovation, changed our primary software development vendor,
and made investments in technology development.
Some of these technology investments
include the development of a Siebert mobile trading application, online platform for our retail customer base and corporate services clients,
as well as upgrades to our technological and operational infrastructure to support these platforms and future growth. We believe that
these ongoing investments in technology will be key to meeting the needs of our retail customers, correspondent clearing, corporate services
as well as expand into new markets and demographics. We look to continue to expand this business line and additional product offerings
through technology development.
RISE Financial Services, LLC
Overview
RISE,
a registered broker-dealer with the SEC and a member of FINRA, is currently conducting a comprehensive review of its strategic initiatives
to evaluate potential opportunities and determine the most effective course of action for future operations.
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Gebbia Entertainment, LLC
Overview
GE is a media entertainment
company with reach into the realms of music, entertainment and media. GE has a business partnership with GAMMA Media and L.A Reid LLC
for the rights to SIMIEN, a talented group of three sisters from Los Angeles, California who are managed by the globally renowned singer,
songwriter and producer, Akon, who also serves as a member of the Company’s advisory committee.
Other Business Developments
Advisory Committee
In 2024, we established a
new advisory committee composed of prominent leaders from the finance, technology, sports, and entertainment industries. This committee
provides strategic guidance to us as we pursue an ambitious growth strategy. The advisory committee includes globally recognized artist
and entrepreneur Akon, former NFL athlete and media entrepreneur Brandon Marshall, Wall Street professional Mick Solimene (Managing Director,
Monroe Capital), Steven Geskos (Operating Partner, Fifth Down), entertainment entrepreneur Nick Jarjour (CEO, JarjourCo and former Global
Head of Song Management at Hipgnosis Songs Fund), and Laura J. Richardson (retired United States Army general).
Each advisory committee member
brings unique expertise and an extensive network to support Siebert’s innovation and expansion. Notably, Akon, known for his entrepreneurial
ventures and philanthropic initiatives, has partnered with GE in co-managing SIMIEN, a rising female recording artist group. The advisory
committee meets regularly to discuss key opportunities, leveraging their collective experience in an effort to drive our growth and enhance
shareholder value.
Strategic Initiatives
In 2024, we began undertaking
a strategic rebranding initiative designed to enhance our digital presence and expand our evolving services. As part of this rebranding,
we have shifted our focus to provide innovative financial management solutions tailored to a diverse range of clients such as athletes
and artists, bridging the gap between traditional finance and creative industries. By integrating cutting-edge technologies, we aim to
position ourselves as a forward-thinking leader, delivering relevant and insightful content to our audience. This revitalized approach
reflects our commitment to staying ahead of industry trends and offering a more personalized, impactful experience to our clients.
Competition
We encounter significant competition
from full-commission, online and discount brokerage firms, including zero commission firms, as well as from financial institutions, mutual
fund sponsors, venture-backed technology and cryptocurrency firms, and other organizations. Although there has been consolidation in the
industry in both the online and traditional brokerage business during recent years, we believe that additional competitors such as banks,
insurance companies, providers of online financial and information services, and others will continue to be attracted to the brokerage
industry. We compete with a wide variety of vendors of financial services for the same customers; however, our success in the financial
services industry is a result of our high-quality customer service, responsiveness, products offered, and excellent executions.
Regulations
Overview
The securities industry in
the U.S. is subject to extensive regulation under both federal and state laws. The SEC is the federal agency charged with administration
of the federal securities laws. MSCO and RISE are registered as broker-dealers with the SEC. MSCO is a member of the NYSE and FINRA, and
RISE is a member of FINRA. Much of the regulation of broker-dealers has been delegated to self-regulatory organizations (“SROs”),
principally FINRA, which is MSCO’s and RISE’s primary regulator with respect to financial and operational compliance. These
SROs adopt rules (subject to approval by the SEC) governing their members and conduct periodic examinations of broker-dealers. Securities
firms are also subject to regulation by state securities authorities in the states in which they do business. MSCO is registered as a
broker-dealer in 50 states, the District of Columbia, and Puerto Rico, and RISE is registered as a broker-dealer in 7 states and territories.
These regulations affect our business operations and impose capital, client protection, and market conduct requirements, among others.
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Conduct and Training
The principal purpose of regulation
and discipline of broker-dealers is the protection of customers and the securities markets. The regulations to which broker-dealers are
subject cover all aspects of the securities business, including training and supervision of personnel, sales methods, trading practices
among broker-dealers, uses and safekeeping of customers’ funds and securities, capital structure of securities firms, record keeping,
fee arrangements, disclosure to clients, and the conduct of directors, officers and employees. Additional legislation, changes in rules
promulgated by the SEC and by SROs and/or changes in the interpretation or enforcement of existing laws and rules may directly affect
the methods of operation and profitability of broker-dealers. The SEC, SROs and state securities authorities may conduct administrative
proceedings which can result in censure, fine, cease and desist orders or suspension or expulsion of a broker-dealer, its officers or
its employees.
Dodd-Frank Act of 2010
As a result of the enactment
of the Dodd-Frank Wall Street Reform and Consumer Protection Act in 2010 (“Dodd-Frank”), the adoption of implementing regulations
by the federal regulatory agencies, and other recent regulatory reforms, we have experienced significant changes in the laws and regulations
that apply to us, how we are regulated, and regulatory expectations in the areas of compliance, risk management, corporate governance,
operations, capital and liquidity.
Regulation Best Interest
Pursuant to the Dodd-Frank
Act, the SEC was charged with considering whether broker-dealers should be subject to a standard of care similar to the fiduciary standard
applicable to RIAs. In June 2019, the SEC adopted a package of rules and interpretations related to the provision of advice by broker-dealers
and investment advisers, including Regulation Best Interest and Form CRS (collectively, these regulations, rules and interpretations are
referred to herein as the “Regulation Best Interest Rules”). Among other things, Regulation Best Interest requires a broker-dealer
to act in the best interest of a retail customer when making a recommendation to that customer of any securities transaction or investment
strategy involving securities. Form CRS requires that broker-dealers and investment advisers provide retail investors with a brief summary
document containing simple, easy-to-understand information about the nature of the relationship between the parties. Regulation Best Interest
and Form CRS had a compliance date of June 30, 2020.
The Regulation Best Interest
Rules have impacted the conduct of our business, especially with respect to our business with our retail clients. The need for enhanced
documentation for recommendations of securities transactions to broker-dealer retail clients as well as the increased supervision of sales
practices and transactions increased the amount of record-keeping and training for our sales staff. The related new rules and procedures
have and may continue to bring increased costs associated with compliance and enhanced technology.
We operate pursuant to the
Regulation Best Interest Rules and as such, we conduct thorough training of all our employees with respect to the requirements of Regulation
Best Interest. Additionally, we created the Regulation Best Interest Rule’s required documents and completed each of the required
mailings (both electronic and conventional) prior to the effective date. We believe that the changes made to our business processes resulted
in compliance with these new requirements. As business continues to be conducted under the Regulation Best Interest Rules, it is likely
that additional changes may be necessary.
SIPC
As a registered broker-dealer
and FINRA member organization, MSCO and RISE are required by federal law to belong to SIPC which provides, in the event of the liquidation
of a broker-dealer, protection for securities held in customer accounts held by the firm of up to $500,000 per customer, subject to a
limitation of $250,000 on claims for cash balances. SIPC is principally funded through assessments on registered broker-dealers. MSCO
has purchased $50 million additional account protection above SIPC coverage. Equities, bonds, mutual funds and money market funds are
included at net asset value for purposes of SIPC protection and additional protection. Neither SIPC protection nor the additional protection
insures against fluctuations in the market value of securities.
MSRB
MSCO is also authorized by
the Municipal Securities Rulemaking Board (“MSRB”) to affect transactions in municipal securities on behalf of its customers
and has obtained certain additional registrations with the SEC and state regulatory agencies necessary to permit it to engage in certain
other activities incidental to its brokerage business.
Margin Lending
Margin lending activities
are subject to limitations imposed by regulations of the Board of Governors of the Federal Reserve System and FINRA, as well as other
SROs. In general, these regulations provide that, in the event of a significant decline in the value of securities collateralizing a margin
account, we are required to obtain additional collateral from the borrower or liquidate securities positions. Margin lending arranged
by MSCO through third parties is subject to the margin rules of the Board of Governors of the Federal Reserve System and the NYSE. Under
such rules, broker-dealers are limited in the amount they may lend in connection with certain purchases and short sales of securities
and are also required to impose certain maintenance requirements on the amount of securities and cash held in margin accounts. In addition,
those rules and rules of the Chicago Board Options Exchange govern the amount of margin customers must provide and maintain uncovered
options in writing.
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Investment Advisers Act of 1940
SNXT is registered with the
SEC as an investment adviser pursuant to the Advisers Act. The Advisers Act, together with the SEC’s regulations and interpretations
thereunder, is a highly prescriptive regulatory statute. The SEC is authorized to institute proceedings and impose sanctions for violations
of the Advisers Act, ranging from fines and censures to termination of an adviser’s registration and, in the case of willful violations,
can refer a matter to the United States Department of Justice for criminal prosecution.
Under the Advisers Act, an
investment adviser (whether or not registered under the Advisers Act) owes fiduciary duties to its clients. These duties impose standards,
requirements and limitations on, among other things, trading for proprietary, personal and client accounts; allocations of investment
opportunities among clients; use of “soft dollar arrangements,” a practice that involves using client brokerage commissions
to purchase research or other services that help managers make investment decisions; execution of transactions; and recommendations to
clients.
As an RIA, SNXT is subject
to additional requirements that cover, among other things, disclosure of information about its business to clients; maintenance of written
policies and procedures; maintenance of extensive books and records; restrictions on the types of fees SNXT may charge; custody of client
assets; client privacy; advertising; and solicitation of clients. The SEC has legal authority to examine any RIA and, depending upon the
type of exam, may review the examined RIAs to determine whether the adviser is conducting its activities in compliance with (i) applicable
laws and regulations, (ii) disclosures made to clients and (iii) adequate systems, policies and procedures reasonably designed to prevent
and detect violations of the Advisers Act.
Section 28(e) of the Exchange
Act provides a “safe harbor” to investment managers who use commission dollars generated by their advised accounts to obtain
investment research and brokerage services that provide lawful and appropriate assistance to the manager in the performance of investment
decision-making responsibilities. SNXT, as a matter of policy, does not use “soft dollars” and as such, it has no incentive
to select or recommend a broker or dealer based on any interest in receiving research or related services. Rather, as a fiduciary, SNXT
selects brokers based on its clients’ interest in receiving best execution.
Bank Secrecy Act of 1970
We conduct financial services
activities that are subject to the Bank Secrecy Act of 1970 (“BSA”), as amended by the USA PATRIOT Act of 2001 (“PATRIOT
Act”), which require financial institutions to develop and implement programs reasonably designed to achieve compliance with these
regulations. The BSA and PATRIOT Act include a variety of monitoring, recordkeeping, and reporting requirements (such as currency transaction
reporting and suspicious activity reporting) as well as identity verification and client due diligence requirements, which are intended
to detect, report and/or prevent money laundering, and the financing of terrorism. As FINRA member firms, MSCO and RISE are subject to
FINRA rules requiring written anti-money laundering programs. In addition, we are subject to U.S. sanctions programs administered by the
Office of Foreign Assets Control.
Net Capital
As registered broker-dealers,
MSCO and RISE are subject to the requirements of the Exchange Act and the rules thereunder relating to broker-dealers, such as minimum
net capital requirements under the SEC Uniform Net Capital Rule (Rule 15c3-1) and segregation of fully paid client funds and securities
under the SEC Customer Protection Rule (Rule 15c3-3), administered by the SEC and FINRA.
Net capital rules are designed
to protect clients, counterparties and creditors by requiring a broker-dealer to have sufficient liquid resources available to satisfy
its financial obligations. Net capital is a measure of a broker-dealer’s readily available liquid assets, reduced by its total liabilities
other than approved subordinated debt. Under the SEC Uniform Net Capital Rule, a broker-dealer may not repay any subordinated borrowings,
pay cash dividends or make any unsecured advances or loans to its parent company or employees if such payment would result in a net capital
amount below required levels. Failure to maintain the required regulatory net capital may subject a firm to suspension or expulsion by
the NYSE or FINRA, as well as certain punitive actions by the SEC and other regulatory bodies, which ultimately could require a firm’s
liquidation.
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Best Execution
As explained in SEC guidelines
and FINRA rules, brokers are required to seek the “best execution” reasonably available for their clients’ orders. In
part, this requires brokers to use reasonable diligence so that the price to the client is as favorable as possible under prevailing market
conditions. MSCO and RISE send client orders for execution to a number of market centers, including market makers and exchanges, which
encourages competition and ensures redundancy. For non-directed client orders, it is our policy to route orders to market centers based
on a number of factors that are more fully discussed in the Supplemental Materials of FINRA Rule 5310, including, where applicable, but
not necessarily limited to, speed of execution, price improvement opportunities, differences in price dis-improvement, likelihood of execution,
the marketability of the order, size guarantees, service levels and support, the reliability of order handling systems, client needs and
expectations, transaction costs, and whether the firm will receive remuneration for routing order flow to such market centers. Price improvement
is available under certain market conditions and for certain order types and we regularly monitor executions to ensure best execution
standards are met.
Consumer Financial Information Privacy
In providing services to clients,
we manage, utilize and store sensitive and confidential client data, including personal data. As a result, we are subject to numerous
laws and regulations designed to protect this information, such as U.S. federal and state laws and regulations governing the protection
of personally identifiable information. These laws and regulations are increasing in complexity and number, changing frequently and sometimes
conflict. To the extent they are applicable to us, we must comply with federal and state information-related laws and regulations in the
United States, including the Gramm-Leach-Bliley Act of 1999, SEC Regulation S-P, the Fair Credit Reporting Act of 1970, as amended, and
Regulation S-ID (the Identity Theft Red Flags Rule), as well as the California Consumer Protection Act and further potential federal and
state requirements.
Human Capital
Our success depends on our
ability to attract, hire, retain and develop highly skilled professionals in a variety of specialties, including finance, technology,
compliance, business development, cybersecurity and management. Due to the complexity of our business, we compete for talent with other
companies, both inside and outside of our industry, and in multiple geographical areas in the U.S.
Our human capital efforts
focus on establishing a culture of service that emphasizes taking care of our employees, so they can take care of our clients. To that
end, we seek employees who are approachable, proactive, collaborative, agile and innovative, and who share our commitment to excellence,
integrity, and service. As of March 11, 2025, we had 146 employees, two of whom were corporate officers. None of our employees are represented
by a union, and we believe that relations with our employees are good.
To maintain a high-caliber,
values-driven workforce that is committed to our culture, we strive to offer total rewards, including compensation and benefits that position
our company as an employer of choice. We design our compensation to be competitive in the markets in which we compete and closely monitor
industry trends and practices to ensure we are able to attract and retain the personnel who are critical to our success. To support our
employees’ health and well-being, we offer competitive medical, dental and vision plans as well as other health benefits.
We believe in our employees’
potential and provide training and development opportunities intended to maximize their performance and professional growth. We require
all of our employees to complete courses in key regulatory areas, such as insider trading and anti-money laundering compliance.
We aim to provide a safe,
inclusive environment for our employees where they feel engaged in our business, supported in who they are and empowered to succeed. We
are committed to providing a workplace that is free from violence, harassment and other unsafe or disruptive conditions, and require our
personnel to attend regular training sessions and workshops on those topics.
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