What changed in this filing

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Item 1. Business

2026-03-30 compared with 2025-03-31 · 306 added, 338 removed, 145 unchanged (82% of the section changed)

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As part of our strategic initiatives to diversify and create synergies between our enterprises, we acquired a media and entertainment

Additionally we created an investment advisory committee with several veterans in the entertainment industry.

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

STCH is a Nevada limited liability company.

● RISE Financial Services, LLC, (“RISE”) is a Delaware

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

● StockCross Digital Solutions, Ltd.

an inactive subsidiary headquartered in Bermuda.

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

limited liability company and provides media entertainment services.

Siebert & Co., LLC (“MSCO”) provides retail brokerage services.

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”).

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”).

Wilshire Companies, Inc.

(“PW”) provides insurance services.

PW is a Texas corporation

and licensed insurance agency.

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

STCH is a Nevada

limited liability company.

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

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

Digital Solutions, Ltd.

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

Media, LLC (“GM”) is a Florida limited liability company and provides management

and promotion of sports and music talent, as well as in-house production and marketing for

● Siebert Crypto, LLC (“SCRYP”) is a Delaware limited liability

company formed to provide future digital asset-related services.

SCRYP has not yet commenced business operations.

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.

headquarters is located at 653 Collins Avenue, Miami Beach, FL 33139, with primary operations in New York, Florida and California.

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.

Financial Corp., MSCO, SNXT, PW, STCH, RISE, STXD, GM, and SCRYP collectively, unless the context otherwise requires.

Our headquarters is located

at 653 Collins Avenue, Miami Beach, FL 33139, with primary operations in New York, Florida and California.

Our phone number is (310) 385-1861

and our Internet address is www.siebert.com.

Information included or available through our website does not constitute a part of this

We have 13 branch offices throughout the U.S.

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

and clients around the world.

We operate and manage our

business as two reportable segments:

Financials Services and Media, Sports and Entertainment.

Our Chief Operating Decision Maker reviews

our operating results and allocates resources on a consolidated basis.

While we conduct our operations through multiple subsidiaries and

service offerings (including retail brokerage, investment advisory, insurance services,, investment banking and capital markets and technology

development), these activities are managed as part of an integrated broker-dealer and related financial services platform.

segment information is included in the notes to our consolidated financial statements.

As of March 24, 2026, we

had 166 full-time employees.

Our common stock is registered under Section 12 of the Exchange Act, and we file periodic reports with the

SEC, including annual reports on Form 10-K, quarterly reports on Form 10-Q, current reports on Form 8-K, and proxy and information statements

on Schedule 14.

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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.”

Our common stock, par value $0.01 per share trades on

the Nasdaq Capital Market under the symbol “SIEB.”

Subsidiaries and Business Offerings

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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

● Self-directed

making and fixed income investments

borrow / stock loan

compensation plans

management / financial advice

banking / capital markets

Additional Information

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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

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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

● 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.

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.

Corporate Services is currently developing an enhanced equity management solution to capture new market opportunities.

We provide corporate services that support publicly traded companies

in managing various aspects of their equity-related needs.

We believe our offerings are strengthened by technology-driven capabilities

that enhance efficiency and client experience.

We primarily serve small- and mid-cap issuers and continue to focus on initiatives that

expand our presence in this market.

Our strategy emphasizes ongoing

investment in innovation and technology to improve operational effectiveness and support future growth.

Additionally, shifts within the

industry—such as consolidation and evolving service requirements—are creating opportunities to expand our solutions and reach

We are developing enhanced equity-management offerings designed to better meet emerging market demand.

Independent Retail Execution Services

and its clearing firms monitor order flow in efforts to ensure that customers are getting the best possible trade executions.

equity orders are routed in a manner intended to afford MSCO’s customers the most favorable terms on all orders.

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.

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.

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MSCO has not had any significant losses as a result of customers failing to meet commitments.

Information and Communications

Information and Communications Systems

relies heavily on its data technology platform and the platform provided by its clearing agents.

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more information regarding our business continuity plan, refer to the Business Continuity Statement on our website.

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.

are consistently enhancing technology across both our customer-facing platforms and our internal operations.

We have launched several

new technology solutions and continue to develop additional initiatives designed to improve the overall client experience and operational

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

2025, the Company established an Investment Banking division as part of its strategic expansion designed to serve middle-market clients

often overlooked by larger financial institutions.

The Company staffed the investment banking division with experienced professionals

with extensive experience in capital markets, M&A, and financial advisory services to lead and develop this growth initiative.

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The products and services offered by SNXT include:

● Managed portfolios

● Separately managed accounts

Park Wilshire Companies, Inc.

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

managed accounts

Wilshire Companies, Inc.

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 offered by PW include:

and casualty insurance

disaster insurance

and disability

Technologies, LLC

is an innovative technology subsidiary dedicated to advancing new technology for our clients as well as our business operations.

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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

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.

Gebbia Entertainment, LLC

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.

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.

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

STCH aims to be at the forefront of developing transformative solutions that will cater to both retail and

corporate service clients and drive operational efficiency.

have made investments in technology development projects collectively termed as Siebert’s “Retail Platform”.

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.

Financial Services, LLC

RISE, a registered broker-dealer with the SEC and a member of FINRA,

currently has only limited operating activities.

RISE is approved to offer a range of broker-dealer services, including self-directed

trading and stock loan and stock borrow services.

The entity is continuing to assess its strategic initiatives to evaluate potential opportunities

and determine the optimal direction for its future operations.

is a media, sports and entertainment company focused on developing and promoting music and sports talent, and producing content across

film, television, podcasts, and digital platforms as well as providing services to college and professional athletes.

GM has expanded

through strategic partnerships and acquisitions, including a rock music imprint, and launched a Sports Division to provide services for

college and professional athletes.

products and services offered by GM include:

management and representation

negotiation services

Acquisition of BMR

In May 2025, GM acquired Big

Machine Rock (“BMR”), the rock division of Big Machine Label Group (“BMLG”).

The acquisition represents an expansion

of Gebbia Media’s presence in the music and media sectors.

Big Machine Rock’s roster includes artists such as Daughtry, Badflower,

Sammy Hagar, Olive Vox, and Ryan Perdz.

June 2025, GM launched its division which focuses on serving the unique needs of elite college and professional athletes (“Gebbia

Gebbia Sports has signed several NCAA athletes from top programs and universities, including TCU, Villanova, University

of Washington, BYU, and Xavier, among others.

The division is led by Greg Murphy, a former collegiate basketball player and seasoned

financial executive with extensive experience in senior leadership roles at prominent financial institutions.

December 2025, Siebert formed SCRYP by filing a Certificate of Formation in the State

As of December 31, 2025, SCRYP had not commenced operations and the entity is in the preliminary stages of seeking

future registration as a Money Services Business and related state money transmitter licenses.

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.

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.

The securities industry in

our success in the financial services industry is a result of our high-quality customer service, responsiveness, products offered, and

excellent executions.

Additionally, our media, sports, and entertainment segment operates in a dynamic and rapidly evolving marketplace

that includes a wide range of participants such as media companies, professional sports organizations, streaming services, live event

producers, and digital content platforms.

Many of these organizations have longer operating histories and larger content libraries, brand

presence, distribution channels, and athlete networks.

As a relatively new entrant in this market, we may face challenges in attracting

and retaining audiences, clients, and strategic relationships, and our ability to compete effectively in this segment has not yet been

fully tested.

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.

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.

SROs adopt rules (subject to approval by the SEC) governing their members and conduct periodic examinations of broker-dealers.

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.

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

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

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

These regulations materially affect our business operations, in particular our Financial Services segment, and impose capital,

client protection, and market conduct requirements, among others.

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.

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.

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.

Best Interest

to the Dodd-Frank Act, the SEC adopted a package of rules and interpretations related to the provision of advice by broker-dealers and

investment advisers, including Regulation Best Interest and Form CRS (collectively, these regulations, rules and interpretations are

referred to herein as the “Regulation Best Interest Rules”).

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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.

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.

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.

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.

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.

rules and procedures have and may continue to bring increased costs associated with compliance and enhanced technology.

operate pursuant to the Regulation Best Interest Rules and as such, we conduct thorough training of all our employees with respect to

the requirements of Regulation Best Interest.

We believe that we are in compliance with these requirements.

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.

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.

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

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

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.

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.

those rules and rules of the Chicago Board Options Exchange govern the amount of margin customers must provide and maintain uncovered

options in writing.

Investment Advisers Act of 1940

SNXT is registered with the

SEC as an investment adviser pursuant to the Advisers Act.

The Advisers Act, together with the SEC’s regulations and interpretations

thereunder, is a highly prescriptive regulatory statute.

The SEC is authorized to institute proceedings and impose sanctions for violations

of the Advisers Act, ranging from fines and censures to termination of an adviser’s registration and, in the case of willful violations,

can refer a matter to the United States Department of Justice for criminal prosecution.

Under the Advisers Act, an

investment adviser (whether or not registered under the Advisers Act) owes fiduciary duties to its clients.

These duties impose standards,

requirements and limitations on, among other things, trading for proprietary, personal and client accounts;

allocations of investment

opportunities among clients;

use of “soft dollar arrangements,” a practice that involves using client brokerage commissions

to purchase research or other services that help managers make investment decisions;

arranged by MSCO through third parties is subject to the margin rules of the Board of Governors of the Federal Reserve System and the

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.

Advisers Act of 1940

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.

the Advisers Act, an investment adviser (whether or not registered under the Advisers Act) owes fiduciary duties to its clients.

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

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;

and recommendations to clients.

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

restrictions on the types of fees SNXT may

custody of client assets;

client privacy;

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

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.

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.

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.

a fiduciary, SNXT selects brokers based on its clients’ interest in receiving best execution.

Secrecy Act of 1970

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.

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

Best Execution

As explained in SEC guidelines

and FINRA rules, brokers are required to seek the “best execution” reasonably available for their clients’ orders.

part, this requires brokers to use reasonable diligence so that the price to the client is as favorable as possible under prevailing market

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

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.

end, we seek employees who are approachable, proactive, collaborative, agile and innovative, and who share our commitment to excellence,

integrity, and service.

programs administered by the Office of Foreign Assets Control.

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.

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.

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.

Financial Information Privacy

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

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.

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.

human capital efforts focus on establishing a culture of service that emphasizes taking care of our employees, so they can take care

of our clients.

To that end, we seek employees who are approachable, proactive, collaborative, agile and innovative, and who share our

commitment to excellence, integrity, and service.

As of March 24, 2026, we had 166 employees, two of whom were corporate officers.

None of our employees are represented

by a union, and we believe that relations with our employees are good.

To maintain a high-caliber,

values-driven workforce that is committed to our culture, we strive to offer total rewards, including compensation and benefits that position

our company as an employer of choice.

We design our compensation to be competitive in the markets in which we compete and closely monitor

industry trends and practices to ensure we are able to attract and retain the personnel who are critical to our success.

To support our

employees’ health and well-being, we offer competitive medical, dental and vision plans as well as other health benefits.

We believe in our employees’

potential and provide training and development opportunities intended to maximize their performance and professional growth.

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.

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.

of our employees are represented by a union, and we believe that relations with our employees are good.

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.

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.

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.

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 1. Business