What changed in this filing

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Item 7. Management’s Discussion and Analysis

2026-03-30 compared with 2025-03-31 · 399 added, 330 removed, 92 unchanged (89% of the section changed)

MANAGEMENT’S DISCUSSIONS AND

ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

MANAGEMENT’S DISCUSSIONS AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

following discussion of our financial condition and results of operations should be read in conjunction with our consolidated financial

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1A - Risk Factors.

are a financial services company and provide a wide variety of financial services to our clients.

We operate in business lines such as

retail brokerage, investment advisory, insurance, and technology development through our wholly-owned and majority-owned subsidiaries.

are primarily a financial services company and provide a wide variety of financial services to our clients.

We operate in business lines

such as retail brokerage, investment advisory, insurance, and technology development through our wholly-owned and majority-owned subsidiaries.

We also operate a smaller Media, Entertainment, and Sports segment that provides talent management and related services.

represents a limited portion of our overall operations, and its results may vary based on the timing of projects and broader industry

in the businesses in which we operate are highly correlated to general economic conditions and, more specifically, to the direction of

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Accordingly, earnings for any period should not be considered representative of earnings to be expected for any other

Financial Overview

2025, earnings per share were $0.13, compared to earnings per share of $0.33 in 2024.

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highlights as of December 31, 2025:

● Retail customer net worth increased by 13% to $18.0 billion compared to 2023

● Revenue related to stock borrow / stock loan increased by 19% to 19.2 million compared to 2023

● Revenue related to commissions and fees increased by 32% to $9.6 million compared to 2023

Trends and Key Factors

Affecting our Operations

customer net worth increased by 9% to $19.5 billion compared to 2024

related to stock borrow / stock loan increased by 51% to 29.0 million compared to 2024

related to principal transactions and proprietary trading increased by 20% to $17.5 million

compared to 2024

in Equity Security

the first quarter of 2025, Siebert participated in a private placement and acquired restricted shares of a privately held U.S.

(the “Investment in Equity Security”).

In June 2025, after the lifting of contractual sale restrictions, Siebert sold the

majority of its Investment in Equity Security for an average price of $19.00 per share, with the remaining position sold by August

Siebert recognized a total realized gain related to this transaction of $2.4 million for the year ended December 31, 2025.

Developments in 2025

of BMLG Assets

expand upon our 2024 acquisition of GM, in the second quarter of 2025, we acquired certain assets from BMLG related to music masters,

including associated copyrights and artwork.

This acquisition gives Siebert ownership of recorded masters from artists such as Daughtry,

Badflower, Sammy Hagar, Olive Vox, and Ryan Perdz, among others.

The total cost of the acquisition was $441,000, which includes

cash consideration of $337,000 and direct transaction costs of $104,000.

the third quarter of 2025, we began earning a new revenue stream relating to Name, Image and Likeness (“NIL”) negotiation

services on behalf of student-athletes with university athletic departments or NIL collectives totaling $594,000 in the year ended December

purchased the remaining 32% ownership interest in RISE on October 28, 2025, for $3.7 million.

After the transaction, RISE became a wholly-owned

subsidiary of Siebert, which allows Siebert to fully benefit from any future operations and economic benefit of this subsidiary.

to Note 5 – RISE for further information.

September 29, 2025, MSCO amended its clearing agreement with NFS, extending the term of the arrangement through October 1, 2030.

of the amendment, Siebert received a one-time $4.8 million business development credit.

Refer to Note 15 – Deferred Contract Incentive

and Note 20 – Commitments, Contingencies and Other for additional detail.

manage our business through the following reportable segments:

Sports, and Entertainment

results are evaluated based on operating income, which reflect the manner in which management assesses performance and allocates resources.

Commissions and fees

Interest, marketing and distribution fees

Principal transactions and proprietary trading

Investment banking

Market making

Stock borrow / stock loan

Advisory fees

Total Revenue

Significant segment expenses:

Employee compensation and benefits

Clearing fees, including execution costs

Technology and communications

Other general and administrative

Data processing

Rent and occupancy

Professional fees

Depreciation and amortization

Interest expense

Advertising and promotion

Total Expenses

Operating income

services operating income decreased year over year primarily due to:

personnel expenses driven by the launch and expansion of new business lines

interest income on customer balances resulting from declining interest rates

technology expenditures and higher general and administrative costs

revenues from stock loan and stock borrow activities

principal transaction revenues attributable to market conditions and the gain on investment

in equity security

continues to focus on:

into complementary growth areas such as investment banking, to diversify revenue and reduce

reliance on transaction-based brokerage activity

in technology through both internal innovation and strategic partnerships to modernize our

platforms, enhance automation, and support scalable growth.

disciplined expense management and operational efficiency initiatives to improve margins

and long-term profitability.

Sports and Entertainment

Music and artist services revenue

Total Revenue

Significant segment expenses:

Employee compensation and benefits

Technology and communications

Other general and administrative

Rent and occupancy

Professional fees

Depreciation and amortization

Advertising and promotion

Music production, manufacturing and distribution costs

Total Expenses

Operating income (loss)

$ (1,186,000 )

Sports and Entertainment operating income decreased year over year primarily due to:

associated with the first full year of music production and operations

and related personnel costs associated with integrating the marketing and distribution team

investment in artist development, including enhanced content production, marketing initiatives,

and promotional activities to support emerging talent.

continues to focus on:

in the development of new artists and talent while maximizing the commercial potential of

established, high-performing creators.

recurring, service-based revenue streams to enhance revenue stability and predictability.

its NIL athlete pipeline through targeted sourcing, relationship development, and brand partnership

opportunities.

notes that this segment did not contribute positively to operating results during the years ended December 31, 2025 and 2024, which is

consistent with expectations for early-stage record labels.

Management believes these expenditures are essential to building the label’s

catalogue and brand, and anticipates that future revenues from recorded music sales, streaming, and licensing will drive profitability

While there is no assurance regarding the timing or magnitude of future earnings, we expect this segment to have positive

impact on operating results as our catalogue develops and athlete pipeline expands.

and Key Factors Affecting our Operations

risk is our risk of loss resulting from the impact of changes in market prices on our trading inventory and investment positions.

exposure to market risk primarily through our broker-dealer trading operations.

Through our broker-dealer subsidiary, we trade debt obligations

and equity securities and maintain trading inventories to ensure availability of securities to facilitate client transactions.

levels may fluctuate daily as a result of client demand.

have exposure to market risk primarily through our broker-dealer trading operations.

Through our broker-dealer subsidiary, we trade debt

obligations and equity securities and maintain trading inventories to ensure availability of securities to facilitate client transactions.

Inventory levels may fluctuate daily as a result of client demand.

Our primary market risks relate to interest rates and equity prices.

results from changes in prices of equity securities, affecting the value of the equity securities and other instruments that derive their

value from a particular stock.

Equity risk results from changes in prices of equity securities, affecting the value of the equity securities and other instruments that

derive their value from a particular stock.

may enter into underwriting commitments and, as a result, we may be subject to market risk on any unsold securities issued in the offerings

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Risk exposure is controlled by limiting our participation, the transaction size, or through the syndication

Interest Rates

We are exposed to market risk

from changes in interest rates.

Such changes in interest rates primarily impact revenue from interest, marketing, and distribution fees.

We primarily earn interest, marketing and distribution fees from margin interest charged on clients’ margin balances, interest on

cash and securities segregated for regulatory purposes, and distribution fees from money market mutual funds in clients’ accounts.

are exposed to market risk from changes in interest rates.

Such changes in interest rates primarily impact revenue from interest, marketing,

and distribution fees.

We primarily earn interest, marketing and distribution fees from margin interest charged on clients’ margin

balances, interest on cash and securities segregated for regulatory purposes, and distribution fees from money market mutual funds in

clients’ accounts.

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

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If prices of U.S.

government securities within

our portfolio decline, we anticipate the impact to be temporary as we intend to hold these securities to maturity.

We seek to mitigate

this risk by managing the average maturities of our U.S.

government securities portfolio and setting risk parameters for securities owned,

at fair value.

The following table presents

simulated changes to net interest revenue over the next 12 months beginning December 31, 2024 and 2023 of a gradual increase or decrease

in market interest rates relative to prevailing market rates at the end of each reporting period:

government securities within our portfolio decline, we anticipate the impact to be temporary as we intend to hold these securities to

We seek to mitigate this risk by managing the average maturities of our U.S.

government securities portfolio and setting risk

parameters for securities owned, at fair value.

following table presents simulated changes to net interest revenue over the next 12 months beginning December 31, 2025 and 2024 of a

gradual increase or decrease in market interest rates relative to prevailing market rates at the end of each reporting period:

As of December 31,

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Decrease of 200 basis points

The difference in our simulated

incremental increases and decreases in the market interest rates as of December 31, 2024 compared to 2023 is primarily due to an increase

in the proportion of segregated cash to segregated securities and a decrease in the proportion of margin debit balances to cash credit

Technology Initiatives

At the end of 2023, we hired

new technology personnel, 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.

Client Account and Activity Metrics

The following tables set forth

metrics we use in analyzing our client account and activity trends for the periods indicated.

Client Account Metrics – Retail Customers

difference in our simulated incremental increases and decreases in the market interest rates as of December 31, 2025 compared to 2024

is primarily due to an increase in the proportion of segregated cash to segregated securities.

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

Technology development

projects such as the online platform for Siebert’s retail customer base and corporate service clients have been placed into service

during the year ended December 31, 2025 and several projects are anticipated to go live in 2026.

In 2025, we made a minority equity investment

in and entered into a strategic partnership with FusionIQ, a provider of engagement solutions and data analytics for wealth management

firms, to help with these technology initiatives and new product offerings.

We believe these ongoing investments in technology and partnerships

will be important in meeting the needs of our retail, correspondent clearing, and corporate services customers and supporting our expansion

into new markets and demographics.

Account and Activity Metrics

following tables set forth metrics we use in analyzing our client account and activity trends for the periods indicated.

Account Metrics – Retail Customers

As of December 31,

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Retail customer accounts

● Retail customer net worth represents the total value of securities

and cash in the retail customer accounts after deducting margin debits

● Retail customer margin debit balances represent credit extended

to our customers to finance their purchases against current positions

● Retail customer credit balances represent client cash held

in brokerage accounts

● Retail customer money market fund value represents all retail

customers accounts invested in money market funds

● Retail customer accounts represent the number of retail customers

Consolidated Statements of Operations and Financial

Consolidated Statements of Operations for

the Years Ended December 31, 2024 and 2023

Commissions and fees for the

year ended December 31, 2024 were $9,615,000 and increased by $2,339,000 from the corresponding

period in the prior year, primarily due to strong market conditions.

Interest, marketing and distribution

fees for the year ended December 31, 2024 were $32,407,000 and increased by $2,830,000 from the

corresponding period in the prior year primarily due to an increase in interest income received on U.S.

government securities and

bank deposits.

Principal transactions and

proprietary trading for the year ended December 31, 2024 were $14,616,000 and increased by $1,522,000

from the corresponding period in the prior year, primarily due to the factors discussed below.

increase in realized and unrealized gain on primarily riskless principal transactions was primarily due to market conditions.

in unrealized gain on our portfolio of U.S.

government securities was due to the maturity of certain U.S.

government securities and a

decrease in investment in U.S.

government securities based on market yields and cash needs.

is a summary of the change in the principal transactions and proprietary trading line item for the periods presented.

Year Ended December 31,

Year over Year Increase

Principal transactions and proprietary trading

Realized and unrealized gain on primarily riskless principal transactions

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

government securities

Total Principal transactions and proprietary trading

Market making for the year

ended December 31, 2024 was $2,255,000 and increased by $951,000 from the corresponding period in

the prior year, primarily due to strong equity markets.

Stock borrow / stock loan

for the year ended December 31, 2024 was $19,249,000 and increased by $3,077,000 from the corresponding

period in the prior year, primarily due to a growth in stock locate services.

Advisory fees for the year

ended December 31, 2024 were $2,369,000 and increased by $441,000 from the corresponding period

in the prior year, primarily due to growth in platform assets.

Other income for the year

ended December 31, 2024 was $3,390,000 and increased by $1,227,000 from the corresponding period

in the prior year, primarily due to fees related to an increase in maintenance fees during the current year.

Operating Expenses

Employee compensation and

benefits for the year ended December 31, 2024 were $43,999,000 and increased by $12,063,000 from

the corresponding period in the prior year, primarily due to an increase in commission payouts

and executive compensation.

fees, including execution costs for the year ended December 31, 2024 were $1,607,000 and decreased by $65,000 from the corresponding period

in the prior year.

Technology and communications

expenses for the year ended December 31, 2024 were $3,940,000 and increased by $576,000 from the

corresponding period in the prior year, primarily due to an expansion of technological infrastructure.

Other general and administrative

expenses for the year ended December 31, 2024 were $4,488,000 and increased by $78,000 from the

corresponding period in the prior year.

Data processing expenses for

the year ended December 31, 2024 were $3,200,000 and decreased by $36,000 from the corresponding

customer net worth represents the total value of securities and cash in the retail customer

accounts after deducting margin debits

customer margin debit balances represent credit extended to our customers to finance their

purchases against current positions

customer credit balances represent client cash held in brokerage accounts

customer money market fund value represents all retail customers accounts invested in money

customer accounts represent the number of retail customers

Statements of Operations and Financial Condition

Statements of Operations for the Years Ended December 31, 2025 and 2024

and fees for the year ended December 31, 2025 were $8,941,000 and decreased by $674,000 from the

corresponding period in the prior year, primarily due to market conditions.

marketing and distribution fees for the year ended December 31, 2025 were $27,624,000 and decreased

by $4,783,000 from the corresponding period in the prior year primarily due to a decline in interest rates.

transactions and proprietary trading for the year ended December 31, 2025 were $17,479,000 and

increased by $2,863,000 from the corresponding period in the prior year, primarily due to market conditions and the gain on our Investment

in Equity Security.

banking for the year ended December 31, 2025

was $769,000 which was a new business line in 2025.

making for the year ended December 31, 2025 was $2,196,000 and decreased by $59,000 from the corresponding

period in the prior year .

Rent and occupancy expenses

for the year ended December 31, 2024 were $1,631,000 and decreased by $242,000 from the corresponding

period in the prior year, primarily due to a discontinued rent expense related to the temporary Miami office.

Professional fees for the

year ended December 31, 2024 were $5,578,000 and increased by $1,119,000 from the corresponding

period in the prior year, primarily due to an increase in legal and accounting fees offset by a decrease in consulting services.

Depreciation and amortization

expenses for the year ended December 31, 2024 were $1,380,000 and decreased by $640,000 from the

corresponding period in the prior year, primarily due to the write off of development related

to integration of a technology platform that occurred in the prior year.

Interest expense for the year

ended December 31, 2024 was $262,000 and decreased by $1,000 from the corresponding period in the

and promotion expenses for the year ended December 31, 2024 were $348,000 and increased by $193,000 from the corresponding period in the

prior year, primarily due to an increase in marketing initiatives in 2024.

Non-Operating

Income (Loss)

The earnings of equity method

investment in related party for the year ended December 31, 2024 was $0 and decreased by $111,000

from the corresponding period in the prior year, primarily due to the exit of our investment in Tigress in the third quarter of 2023.

impairment of investments for the year ended December 31, 2024 was $0 and decrease by $1,035,000 from the corresponding period in the

prior year, primarily due to the impairment of our investment in a technology provider of a trading platform and the impairment of our

investment in Tigress occurring in 2023.

Transaction termination costs

for the year ended December 31, 2024 was $0 and decreased by $5,943,000 from the corresponding period in the prior year due to costs associated

with the termination of the Kakaopay transaction in 2023.

Provision For (Benefit From) Income Taxes

The provision for income taxes

for the year ended December 31, 2024 was $4,165,000 and increased by $750,000 from the corresponding period in the prior year.

from the corresponding period in the prior year is primarily due to increased profitability year over year.

Refer to Note 17 – Income

Taxes for additional detail.

Net Income (Loss)

Attributable to Noncontrolling Interests

borrow / stock loan for the year ended December 31, 2025 was $29,034,000 and increased by $9,785,000

from the corresponding period in the prior year, primarily due to a growth in stock locate services and securities lending businesses.

fees for the year ended December 31, 2025 were $3,324,000 and increased by $955,000 from the corresponding

period in the prior year, primarily due to growth in platform assets.

income for the year ended December 31, 2025 was $4,835,000 and increased by $1,445,000 from the

corresponding period in the prior year, primarily due to new revenue from our media, sports and entertainment segment.

compensation and benefits for the year ended December 31, 2025 were $58,475,000 and increased by

$14,476,000 from the corresponding period in the prior year, primarily due to an increase

in commission payouts as well as additional personnel related to technology initiatives, expansion into investment banking and servicing

active trader customers, and other new business lines.

fees, including execution costs for the year ended December 31, 2025 were $2,149,000 and increased by $542,000 from the corresponding

period in the prior year, primarily due to increased market activity.

and communications expenses for the year ended December 31, 2025 were $5,255,000 and increased

by $1,315,000 from the corresponding period in the prior year, primarily due to additional software costs and an expansion of

technological infrastructure.

general and administrative expenses for the year ended December 31, 2025 were $6,946,000 and increased

by $2,458,000 from the corresponding period in the prior year primarily due to the start-up cost and expansion of new business

processing expenses for the year ended December 31, 2025 were $3,989,000 and increased by $789,000

from the corresponding period in the prior year, primarily due to expansion of technology infrastructure .

and occupancy expenses for the year ended December 31, 2025 were $1,855,000 and increased by $224,000

from the corresponding period in the prior year, primarily due to the expansion into new office space.

fees for the year ended December 31, 2025 were $6,033,000 and increased by $455,000 from the corresponding

period in the prior year, primarily due to increase in accounting and legal fees.

and amortization expenses for the year ended December 31, 2025 were $2,399,000 and increased by

$1,019,000 from the corresponding period in the prior year, primarily due to an increase

in amortization for the technology projects placed in service.

expense for the year ended December 31, 2025 was $452,000 and increased by $190,000 from the corresponding

period in the prior year primarily related to the termination agreement with Kakaopay in 2024 .

to Note 6 – Kakopay Transaction for further information.

and promotion expenses for the year ended December 31, 2025 were $1,083,000 and increased by $735,000 from the corresponding period in

the prior year, primarily due to an increase in marketing initiatives.

For (Benefit From) Income Taxes

provision for income taxes for the year ended December 31, 2025 was $445,000 and decreased by $3,720,000 from the corresponding period

in the prior year.

The change from the corresponding period in the prior year is primarily due to a decrease in pre-tax earnings year

Refer to Note 16 – Income Taxes for additional detail.

Income (Loss) Attributable to Noncontrolling Interests

The net income attributable to noncontrolling interests for the year

ended December 31, 2025 was $0 and decreased by $17,000 from the corresponding period in the prior year due to lower income in RISE.

further discussed in Note 2 – Summary of Significant Accounting Policies, we consolidate RISE’s financial results into our

consolidated financial statements and reflect the portion of RISE not held by Siebert as

a noncontrolling interests in our consolidated financial statements.

net income attributable to noncontrolling interests for the year ended December 31, 2024 was $17,000, and decreased by $1,000 from the

corresponding period in the prior year.

Consolidated Statements of Financial Condition

as of December 31, 2024 and 2023

Assets as of December 31,

2024 were $519,668,000 and decreased by $282,132,000 from December 31, 2023, primarily due to a

decrease in securities borrowed and cash and securities segregated, partially offset by an increase in cash and cash equivalents.

Liabilities as of December

31, 2024 were $434,576,000 and decreased by $296,515,000 from December 31, 2023, primarily due to

a decrease in securities loaned and payables to customers.

Liquidity and Capital Resources

consolidated financial statements and reflect the portion of RISE that was previously not

held by Siebert as a noncontrolling interests in our consolidated financial statements.

of December 31, 2025, RISE was wholly-owned by Siebert.

Statements of Financial Condition as of December 31, 2025 and 2024

as of December 31, 2025 were $759,042,000 and increased by $239,374,000 from December 31, 2024,

primarily due to an increase in securities borrowed partially offset by a decrease in cash and cash equivalents and cash and securities

segregated for regulatory purposes.

as of December 31, 2025 were $669,882,000 and increased by $235,306,000 from December 31, 2024,

primarily due to an increase in securities loaned and payables to customers.

and Capital Resources

of December 31, 2025, a significant portion of our assets were liquid in nature, providing us with flexibility in financing our business.

A significant portion of our assets not held by customers or used for stock borrow / stock loan consisted primarily of cash and cash equivalents,

securities owned, at fair value, which are marked-to-market daily, and receivables from and deposits with broker-dealers and clearing

organizations.

expect to use our available cash, cash equivalents, and potential future borrowings under our debt agreements and potential issuance of

new debt or equity, to support and invest in our core business, including investing in new ways to serve our customers, potentially seeking

strategic acquisitions to leverage existing capabilities, and for general capital needs (including capital, deposit, and collateral requirements

imposed by regulators and SROs).

on our current level of operations, we believe our available cash, available lines of credit, overall access to capital markets, and cash

provided by operations will be adequate to meet our current liquidity needs for the foreseeable future.

A significant portion of our assets not held by customers or used for stock borrow / stock loan consisted primarily of cash and cash

equivalents, and securities owned, at fair value, which are marked-to-market daily, and receivables from and deposits with broker-dealers

and clearing organizations.

expect to use our available cash, cash equivalents, and potential future borrowings under our debt agreements and potential issuance

of new debt or equity, to support and invest in our core business, including investing in new ways to serve our customers, potentially

seeking strategic acquisitions to leverage existing capabilities, and for general capital needs (including capital, deposit, and collateral

requirements imposed by regulators and SROs).

on our current level of operations, we believe our available cash, available lines of credit, overall access to capital markets, and

cash provided by operations will be adequate to meet our current liquidity needs for the foreseeable future.

As of the date of this Report,

other than the items detailed in the section below, there are no known or material events that would require us to use large amounts of

our liquid assets to cover expenses.

net capital infusion from Kakaopay to Siebert from the First Tranche was approximately $14.8 million after the issuance cost.

is currently being used to enhance our regulatory capital and is primarily invested in U.S.

government securities and is in the line item

“Securities owned, at fair value” in the consolidated statements of financial condition.

Refer to Note 6 – Kakaopay

Transaction for further detail.

Cash and Cash Equivalents

other than the items detailed in the section below, there are no known or material events that would require us to use large amounts

of our liquid assets to cover expenses.

and Cash Equivalents

cash and cash equivalents were $22.4 million and $32.6 million as of December 31, 2025 and 2024, respectively.

Credit Agreement

August 15, 2024, we entered into the Credit Agreement with East West Bank providing a $20 million revolving credit facility, which offers

substantial financial flexibility to support our strategic initiatives.

This credit facility allows the Company to fund acquisitions,

execute stock buybacks, and meet general corporate needs up to $10 million, ensuring access to capital for both growth and operational

The two-year term of the Credit Agreement, combined with a competitive interest rate structure that is tied to either the one-month

Term SOFR plus 3.15% or a minimum of 7.50%, provides a stable and predictable financing source.

The personal guarantees provided by key

executives, John J.

August 15, 2024, we entered into the EWB Credit Agreement with East West Bank providing a $20 million revolving credit facility.

credit facility allows us to fund acquisitions, execute stock buybacks, and meet general corporate needs up to $10 million, ensuring

access to capital for both growth and operational purposes.

The maturity date of the EWB Credit Agreement is July 29, 2027.

rate structure that is tied to either the one-month Term SOFR plus 3.15% or a minimum of 7.50%.

Gebbia and Gloria E.

Gebbia, and their trust, further strengthen the Company’s borrowing position and help secure

and their trust, provided personal guarantees related to this agreement which further strengthen our borrowing position and help secure

favorable terms.

BMO Credit Agreement

As of December 31, 2025, $5 million was outstanding related to the above EWB Credit Agreement.

The interest expense

for this credit line was $41,000 and $0 for the years ended December 31, 2025 and 2024, respectively.

The interest rate was 7.5% for this credit facility during the year ended December 31, 2025.

The Company did not use this credit facility

during the year ended December 31, 2024.

Credit Agreement

November 22, 2024, MSCO entered into a Credit Agreement (the “BMO Credit Agreement”) with BMO Harris Bank (“BMO Harris”).

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Agreement to finance NSCC Deposit Requirements (other than an Adequate Assurance Deposit) and withdrawals from a Reserve Account.

of the agreement, we entered into a Parent Guaranty agreement guaranteeing repayment of any debt issued to MSCO.

Borrowings under the BMO Credit Agreement will

bear interest on the outstanding daily balance at a rate of interest per annum equal 2.5% plus the greater of:

(a) Term SOFR for such

day plus 0.11448% and (b) Federal Funds Target Range – Upper Limit and (c) 0.25%.

The annual commitment fee is equal to one half

of one percent (0.50%) of the average daily unused portion of the commitment of $20,000,000.

part of the agreement, we entered into a Parent Guaranty agreement guaranteeing repayment of any debt issued to MSCO.

November 22, 2025, MSCO renewed the BMO Credit Agreement with BMO Harris until November 20, 2026.

Borrowings under the BMO Credit Agreement

will bear interest on the outstanding daily balance at a rate of interest per annum equal 2.5% plus the greater of:

(a) Term SOFR for

such day plus 0.11448% and (b) Federal Funds Target Range – Upper Limit and (c) 0.25%.

The annual commitment fee is equal to one

half of one percent (0.50%) of the average daily unused portion of the commitment of $20,000,000.

The BMO Credit Agreement contains customary

affirmative covenants and negative covenants and requires MSCO maintain minimum total regulatory capital of $45,000,000, excess net capital

of 20,000,000, assets to total regulatory capital ratio of not more than 5.0 to 1.0, and a minimum liquidity ratio of not less than 1.0.

We satisfied its condition precedent to deliver

a legal option to BMO Harris on December 18, 2024.

affirmative covenants and negative covenants and requires MSCO to maintain minimum total regulatory capital of $45,000,000, excess net

capital of 20,000,000, assets to total regulatory capital ratio of not more than 5.0 to 1.0, and a minimum liquidity ratio of not less

We were in compliance with the requirements of the BMO Credit Agreement as of December 31, 2025.

Debt Agreements

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to our debt agreements.

Cash Requirements

following table summarizes our short and long-term material cash requirements as of December 31, 2025.

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Mortgage with East West Bank (2)

Technology vendors (3)

Broadridge contract (3)

(1) Pursuant to the Settlement Agreement with Kakaopay, we are

obligated to pay Kakaopay a fee of $5 million payable in ten quarterly installments that began in the first quarter of 2024.

Note 6 – Kakaopay Transaction for further detail.

(2) On December 30, 2021, we purchased the Miami office building

and financed part of the purchase price with a mortgage with East West Bank.

(3) We have entered into agreements with technology vendors for

certain development projects related to our Retail Platform.

As of December 31, 2024, we have incurred approximately $3.4 million out

of the $4.3 million total budget for these vendors.

(4) In June 2023, we entered into an amendment to its service

agreement with Broadridge Securities Processing Solutions, LLC with a total minimum expense of approximately $1.2 million for this arrangement.

Net Capital, Reserve Accounts, Segregation

of Funds, and Other Regulatory Requirements

to the Settlement Agreement with Kakaopay, we are obligated to pay Kakaopay a fee of $5 million payable in ten quarterly installments

that began in the first quarter of 2024.

Refer to Note 6 – Kakaopay Transaction for further detail.

December 30, 2021, we purchased the Miami office building and financed part of the purchase price with a mortgage with East West Bank.

June 2023, we entered into an amendment to its service agreement with Broadridge Securities Processing Solutions, LLC with a total minimum

expense of approximately $1.2 million for this arrangement.

Registration Statement;

At the Market Offering

May 30, 2025, we filed a shelf registration statement on Form S-3 that was declared effective by the SEC on June 9, 2025 for the potential

offering, issuance and sale by us of up to $100.0 million 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

As noted below under “At the Market Offering,” we have utilized $50 million of the $100 million capacity under

the shelf registration statement for our At the Market program.

June 27, 2025, we entered into a Sales Agreement (“Sales Agreement”) with our subsidiary, Muriel Siebert & Co.,

LLC, and Ladenburg Thalmann & Co.

Inc., as agents, under which we may offer and sell, through or to the agents,

shares of our common stock having an aggregate offering price of up to $50.0 million, from time to time.

For the year ended December

31, 2025, we did not sell any shares pursuant to this Sales Agreement.

Refer to Note 20 – Commitments, Contingencies and Other

for additional detail.

of the filing of this Report, we will be subject to General Instruction I.B.6 of Form S-3 known as the “baby shelf rules.”

Under the baby shelf rules, the aggregate market value of securities we can sell through primary public offerings of securities in any

12-month period using our registration statement on Form S-3 is limited to one-third of the aggregate market value of the shares of our

common stock held by non-affiliates.

Therefore, we will be limited in the amount of proceeds we are able to raise by selling shares of

our common stock using our Form S-3 so long as our public float is less than $75 million.

Capital, Reserve Accounts, Segregation of Funds, and Other Regulatory Requirements

is subject to the Uniform Net Capital Rules of the SEC (Rule 15c3-1) and the Customer Protection Rule (15c3-3) of the Exchange Act and

4 unchanged sentences

capital requirements, as a self-clearing broker-dealer, MSCO is subject to cash deposit and collateral requirements with clearing houses,

such as the DTCC and OCC, which may fluctuate significantly from time to time based upon the nature and size of clients’ trading

activity and market volatility.

RISE, as a member of FINRA, is subject to the SEC Uniform Net Capital Rule 15c3-1 and the corresponding

regulatory capital requirements.

MSCO can transfer funds to

Siebert as long as it maintains its liquidity and regulatory capital requirements.

RISE can transfer funds to its shareholders, of which

Siebert is entitled to its proportional ownership interest, as long as RISE maintains its liquidity and regulatory capital requirements.

For the years ended December 31, 2024 and 2023, MSCO and RISE had sufficient net capital to meet their respective liquidity and regulatory

capital requirements.

Refer to Note 18 – Capital Requirements for more detail on our capital requirements.

Cash provided by and used

in operating activities consisted of net income (loss) adjusted for certain non-cash items.

Net operating assets and liabilities at any

specific point in time are subject to many variables, including variability in customer activity, the timing of cash receipts and payments,

and vendor payment terms.

The total changes in our consolidated statements of cash flows, especially our operating cash flow, are not

necessarily indicative of the ongoing results of our business as we have customer assets and liabilities on our consolidated statements

of financial condition.

such as Depository Trust and Clearing Corporation (“DTCC”) and the Options Clearing Corporation (“OCC”), which

may fluctuate significantly from time to time based upon the nature and size of clients’ trading activity and market volatility.

RISE, as a member of FINRA, is subject to the SEC Uniform Net Capital Rule 15c3-1 and the corresponding regulatory capital requirements.

can transfer funds to Siebert as long as it maintains its liquidity and regulatory capital requirements.

RISE can transfer funds to Siebert

as long as RISE maintains its liquidity and regulatory capital requirements.

For the years ended December 31, 2025 and 2024, MSCO and

RISE had sufficient net capital to meet their respective liquidity and regulatory capital requirements.

Refer to Note 17 – Capital

Requirements for more detail on our capital requirements.

provided by and used in operating activities consisted of net income (loss) adjusted for certain non-cash items.

Net operating assets

and liabilities at any specific point in time are subject to many variables, including variability in customer activity, the timing of

cash receipts and payments, and vendor payment terms.

The total changes in our consolidated statements of cash flows, especially our

operating cash flow, are not necessarily indicative of the ongoing results of our business as we have customer assets and liabilities

on our consolidated statements of financial condition.

For the year ended December

31, 2024, cash used in operating activities increased by $14.9 million compared to 2023, which was primarily driven by the inclusion of

cash and securities segregated for regulatory purposes, which were previously not presented in the operating section.

The increase was

further impacted by the outflows related to the Kakao settlement and contract termination payments, as well as a decrease in payables

to customers and securities loaned.

These outflows were partially offset by inflows from securities borrowed, receivables from customers,

31, 2025, cash provided by operating activities increased by $0.2 million compared to 2024, which was primarily driven by the net changes

in securities loaned and borrowed, receivables and payables to customers and non-customers, securities segregated for regulatory purposes,

and other working capital adjustments.

For the year ended December

31, 2024, cash used in investing activities increased by $3.5 million compared to 2023, which was primarily driven by the acquisition

of GE as well as certain development projects related to our Retail Platform in 2024.

For the year ended December

31, 2024, we had a cash outflow of $0.1 million from financing activities, compared to a net cash inflow of $13.0 million in 2023, which

was primarily driven by the issuance of the Company’s common stock related to the transaction with Kakaopay in 2023.

Refer to Note

6 – Kakaopay Transaction for additional detail.

Long Term Contracts

August 1, 2021, MSCO entered into an amendment to its clearing agreement with NFS that, among other things, extends the term of their

31, 2025, cash used in investing activities increased by $0.6 million compared to 2024, which was primarily driven by our investment in

IQvestment Holdings, LLC, (“FusionIQ”).

FusionIQ, partially offset by a decrease in investments in software development costs

and office facilities in 2025.

For the year ended December 31, 2025, cash flows

provided by financing activities increased by $1.4 million compared to 2024, which was primarily driven by a short-term bank loan partially

offset by the purchase of RISE interests.

Term Contracts

August 1, 2021, MSCO entered into an amendment to its clearing agreement with NFS that, among other things, extended the term of their

arrangement for an additional four-year period commencing on August 1, 2021 and ending July 31, 2025.

As part of this agreement, we received

a one-time business development credit of $3 million, and NFS will pay us four annual credits of $100,000 over the term of the agreement.

a one-time business development credit of $3 million, and NFS paid us four annual credits of $100,000 over the term of the agreement.

Refer to Note 15 – Deferred Contract Incentive and Note 20 – Commitments, Contingencies and Other for additional detail.

September 29, 2025, MSCO entered into an amendment to its clearing agreement with NFS that, among other things, extends the term of their

arrangement for an additional five-year period commencing on September 26, 2025 and ending October 1, 2030.

As part of this agreement,

we received a one-time business development credit of $4.8 million.

The amendment also provides for an early termination fee;

however, as of December 31, 2024, we do not expect to terminate the contract

with NFS before the end of the contract term.

Refer to Note 16 – Deferred Contract Incentive and Note 21 – Commitments, Contingencies

and Other for additional detail.

as of December 31, 2025, we do not expect to terminate the contract with NFS before the end of the contract term.

For the years ended

December 31, 2025 and 2024, there was no expense recognized for any early termination fees.

Refer to Note 15 – Deferred Contract

Incentive and Note 20 – Commitments, Contingencies and Other for additional detail.

June 2023, MSCO entered into an amendment to its service agreement with Broadridge Securities Processing Solutions, LLC that, among other

1 unchanged sentence

The total minimum expense for this arrangement is estimated at approximately $1.2 million over the duration of the contract.

Off-Balance Sheet Arrangements

Sheet Arrangements

enter into various transactions to meet the needs of customers, conduct trading activities, and manage market risks and are, therefore,

8 unchanged sentences

Refer to Note 18 – Financial Instruments with Off-Balance Sheet Risk for additional detail.

Uncertain Tax Positions

We account for uncertain tax positions in accordance with the authoritative

guidance issued under FASB ASC Subtopic 740-10, which addresses the determination of whether tax benefits claimed or expected to be claimed

on a tax return should be recorded in the consolidated financial statements.

We may recognize the tax benefit from an uncertain tax position

only if it is more likely than not that the tax position will be sustained on examination by the taxing authorities based on the technical

merits of the position.

The tax benefits recognized in the consolidated financial statements from such position should be measured based

on the largest benefit that has a greater than fifty percent likelihood of being realized upon ultimate settlement.

FASB ASC Subtopic

740-10 also provides guidance on derecognition, classification, interest and penalties, accounting in interim periods and disclosure requirements

We recognize interest and

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

Accrued interest

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

As of both December 31, 2024

and 2023, the Company recorded an uncertain tax position of $1,354,000 and $1,405,000, respectively, related to various tax matters, which

is included in the line item “Taxes payable” in the statements of financial condition.

Critical Accounting Policies and Estimates

We generally follow accounting

policies standard in the brokerage industry and believe that our policies appropriately reflect our financial position and results of

Our management team makes significant estimates that affect the reported amounts of assets, liabilities, and expenses, and

the related disclosure of contingent assets and liabilities included in the consolidated financial statements.

The estimates relate primarily

to expense items in the normal course of business as to which we receive no confirmations, invoices, or other documentation, at the time

the books are closed for a period.

We use our best judgment, based on our knowledge of expenses incurred, to estimate the amount of such

We are not aware of any material differences between the estimates used in closing our books for the periods presented and the

actual amounts of expenses incurred when we subsequently receive the actual confirmations, invoices or other documentation.

Our consolidated

financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S.

The preparation of our consolidated financial statements requires us to make judgments and estimates that may have a significant

impact on our financial results.

We believe that the critical accounting policies listed below are particularly subject to management’s

judgments and estimates and could materially affect our results of operations and financial position.

Refer to Note 2 – Summary

of Significant Accounting Policies for additional detail on our significant accounting policies.

Estimates of effective income tax rates,

uncertain tax positions, deferred income taxes and related valuation allowances

We account for income taxes

under the asset and liability method, which requires the recognition of deferred tax assets and liabilities for the expected future tax

consequences of events that have been included in the consolidated financial statements.

Under this method, we determine deferred tax assets and liabilities on the basis of the differences between the consolidated

financial statements and tax bases of assets and liabilities by using enacted tax rates in effect for the year in which the differences

are expected to reverse.

The effect of a change in tax rates on deferred tax assets and liabilities is recognized in income in the period

that includes the enactment date.

We recognize deferred tax

assets to the extent that we believe that these assets are more likely than not to be realized.

In making such a determination, we consider

all available positive and negative evidence, including future reversals of existing taxable temporary differences, projected future taxable

income, tax-planning strategies, and results of recent operations.

If we determine that we would be able to realize deferred taxes in

the future in excess of their net recorded amount, we would make an adjustment to the deferred tax asset valuation allowance, which would

reduce the provision for income taxes.

We record uncertain tax positions

in accordance with FASB ASC Topic 740 – “Improvements to Income Tax Disclosures” (“Topic 740”) on the basis

of a two-step process in which (1) we determine whether it is more likely than not that the tax positions will be sustained on the basis

of the technical merits of the position and (2) for those tax positions that meet the more-likely-than-not recognition threshold we recognize

the largest amount of tax benefit that is more than 50 percent likely to be realized upon ultimate settlement with the related tax authority.

We recognize interest and

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

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

Disregarded entities and income tax treatment

Starting in 2024, both MSCO

and SNXT are single member limited liability companies that will be treated as disregarded entities for tax purposes.

As such, both MSCO

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

The guidance in Accounting

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

Simplifying the Accounting for Income Taxes specifies that an entity is not required

to allocate income tax provision to a legal entity that is both not subject to tax and disregarded by the taxing authority, but an entity

may elect to do so.

Tax Positions

account for uncertain tax positions in accordance with the authoritative guidance issued under ASC 740-10, which addresses the determination

of whether tax benefits claimed or expected to be claimed on a tax return should be recorded in the consolidated financial statements.

We may recognize the tax benefit from an uncertain tax position only if it is more likely than not that the tax position will be sustained

on examination by the taxing authorities based on the technical merits of the position.

The tax benefits recognized in the consolidated

financial statements from such position should be measured based on the largest benefit that has a greater than fifty percent likelihood

of being realized upon ultimate settlement.

ASC 740-10 also provides guidance on derecognition, classification, interest and penalties,

accounting in interim periods and disclosure requirements.

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

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

of both December 31, 2025 and 2024, we recorded an uncertain tax position of $63,000 and $1,354,000, respectively, related to various

tax matters, which is included in the line item “Taxes payable” in the statements of financial condition.

July 4, 2025, OBBBA was enacted and introduced several taxpayer-favorable modifications including making key changes to provisions originally

enacted under the Tax Cuts and Jobs Act (“TCJA”) of 2017.

These modifications include:

(i) restoration of the tax adjusted

EBITDA standard as the limitation for interest expense deductibility under Section 163(j) for tax years beginning after December 31,

(ii) repeal of the mandatory capitalization and amortization of domestic research and experimental expenditures under Section 174

and the adoption of immediate expensing for domestic R&E costs under new Section 174A for tax years beginning after December 31,

(iii) permanent reinstatement of 100% bonus depreciation for qualified property placed in service after January 19, 2025.

the OBBBA had many taxpayer-favorable provisions, the OBBBA did not have a material impact on our effective tax rate.

Accounting Policies and Estimates

generally follow accounting policies standard in the brokerage industry and believe that our policies appropriately reflect our financial

position and results of operations.

Our management team makes significant estimates that affect the reported amounts of assets, liabilities,

and expenses, and the related disclosure of contingent assets and liabilities included in the consolidated financial statements.

estimates relate primarily to expense items in the normal course of business as to which we receive no confirmations, invoices, or other

documentation, at the time the books are closed for a period.

We use our best judgment, based on our knowledge of expenses incurred,

to estimate the amount of such expenses.

We are not aware of any material differences between the estimates used in closing our books

for the periods presented and the actual amounts of expenses incurred when we subsequently receive the actual confirmations, invoices

or other documentation.

consolidated financial statements have been prepared in accordance with accounting principles

generally accepted in the United States of America (“U.S.

The preparation of our consolidated financial statements

requires us to make judgments and estimates that may have a significant impact on our financial results.

We believe that the critical

accounting policies listed below are particularly subject to management’s judgments and estimates and could materially affect our

results of operations and financial position.

Refer to Note 2 – Summary of Significant Accounting Policies for additional detail

on our significant accounting policies.

of effective income tax rates, uncertain tax positions, deferred income taxes and related valuation allowances

account for income taxes under the asset and liability method, which requires the recognition of deferred tax assets and liabilities

for the expected future tax consequences of events that have been included in the consolidated financial statements.

Under this method,

we determine deferred tax assets and liabilities on the basis of the differences between the consolidated financial statements and tax

bases of assets and liabilities by using enacted tax rates in effect for the year in which the differences are expected to reverse.

effect of a change in tax rates on deferred tax assets and liabilities is recognized in income in the period that includes the enactment

recognize deferred tax assets to the extent that we believe that these assets are more likely than not to be realized.

In making such

a determination, we consider all available positive and negative evidence, including future reversals of existing taxable temporary differences,

projected future taxable income, tax-planning strategies, and results of recent operations.

If we determine that we would be able to

realize deferred taxes in the future in excess of their net recorded amount, we would make an adjustment to the deferred tax asset valuation

allowance, which would reduce the provision for income taxes.

record uncertain tax positions in accordance with FASB ASC Topic 740 – “Improvements to Income Tax Disclosures” (“Topic

740”) on the basis of a two-step process in which (1) we determine whether it is more likely than not that the tax positions will

be sustained on the basis of the technical merits of the position and (2) for those tax positions that meet the more-likely-than-not

recognition threshold we recognize the largest amount of tax benefit that is more than 50 percent likely to be realized upon ultimate

settlement with the related tax authority.

recognize interest and penalties related to unrecognized tax benefits on the provision for income taxes line in the consolidated statements

of operations.

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

entities and income tax treatment

in 2024, both MSCO and SNXT are single member limited liability companies that will be treated as disregarded entities for tax purposes.

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

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

Simplifying the Accounting for Income Taxes specifies that

an entity is not required to allocate income tax provision to a legal entity that is both not subject to tax and disregarded by the taxing

authority, but an entity may elect to do so.

MSCO and SNXT are not making the available election to allocate income taxes.

Accordingly, on a prospective basis,

MSCO and SNXT will no longer record current or deferred income taxes.

Recent Accounting Pronouncements

to Note 2 – Summary of Significant Accounting Policies for information regarding new Accounting

Standards Updates (“ASU”s) issued by the FASB.

on a prospective basis, MSCO and SNXT will no longer record current or deferred income taxes.

Accounting Standards

December 2023, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2023-09,

Improvements to Income Tax Disclosures (“ASU 2023-09”), which requires more detailed income tax disclosures.

requires entities to disclose disaggregated information about their effective tax rate reconciliation as well as expanded information

on income taxes paid by jurisdiction.

The disclosure requirements will be applied on a prospective basis, with the option to apply them

retrospectively.

The standard is effective for annual periods beginning after December 15, 2024, with early adoption permitted.

adopted ASU 2023-09 prospectively on our annual income tax disclosures for the annual period ending December 31, 2025.

The standard expanded

the disclosures provided in our annual financial statements, particularly in the rate reconciliation and cash taxes paid sections, but

the adoption did not have a material effect on our consolidated results of operations, financial position, or cash flows.

Accounting Pronouncements

to Note 2 – Summary of Significant

Accounting Policies for information regarding new Accounting Standards Updates (“ASU”s) issued by the FASB.

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 7. Management’s Discussion and Analysis