What changed in this filing

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Item 9A. Controls and Procedures

2026-03-30 compared with 2025-03-31 · 535 added, 729 removed, 180 unchanged (88% of the section changed)

CONTROLS AND PROCEDURES

Evaluation of Disclosure Controls and Procedures

We carried out an evaluation,

under the supervision and with the participation of management, including our Chief Executive Officer and our Executive Vice President/Chief

Financial Officer, of the effectiveness of the design and operation of our disclosure controls and procedures as of the end of the period

covered by this report pursuant to Rule 13a-15(e) and 15d-15(e) of Securities Exchange of 1934, as amended (the “Exchange Act”).

Our disclosure controls and

procedures are designed to ensure that information required to be disclosed in our periodic and current reports that we file with the

SEC is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms, and that such

information is accumulated and communicated to our management, including our principal executive officer and principal financial officer,

as appropriate, to allow timely decisions regarding required disclosure.

In designing and evaluating the disclosure controls and procedures,

management recognized that any controls and procedures, no matter how well designed and operated, can provide only reasonable and not

absolute assurance of achieving the desired control objectives.

In reaching a reasonable level of assurance, management necessarily was

required to apply its judgment in evaluating the cost-benefit relationship of possible controls and procedures.

In addition, the design

of any system of controls also is based in part upon certain assumptions about the likelihood of future events, and there can be no assurance

that any design will succeed in achieving its stated goals under all potential future conditions;

over time, control may become inadequate

because of changes in conditions, or the degree of compliance with policies or procedures may deteriorate.

Because of the inherent limitations

in a cost-effective control system, misstatements due to error or fraud may occur and not be detected.

Based on its evaluation, our

management, including our Chief Executive Officer and our Executive Vice President/Chief Financial Officer, concluded that, as of the

end of the period covered by this Report, our disclosure controls and procedures were effective.

Management’s Report on Internal Control Over Financial Reporting

Our management, with the participation

of our Principal Executive Officer and Principal Financial Officer, is responsible for establishing and maintaining adequate internal

control over financial reporting, as defined in Rules 13a-15(f) and 15d-15(f) of the Exchange Act.

control over financial reporting is designed to provide reasonable assurance regarding the reliability of financial reporting and the

preparation of financial statements for external purposes in accordance with generally accepted accounting principles.

Management assessed the effectiveness

of our internal control over financial reporting as of December 31, 2024, based on criteria set forth by the Committee of Sponsoring Organizations

of the Treadway Commission (COSO) in Internal Control - Integrated Framework (2013) (“COSO Framework”).

on that assessment, management concluded that, as of December 31, 2024, our internal control over financial reporting was effective.

As disclosed in our Annual

Report on Form 10-K for the fiscal year ended December 31, 2023, we identified a material weakness in our internal control over financial

reporting related to the fact that we did not design and maintain effective controls over certain IT or general computer controls for

information systems that are relevant to the preparation of the consolidated financial statements.

Specifically, we did not design and

maintain user access controls to ensure appropriate segregation of duties and adequate restricted user and privileged access to

financial applications, data and programs to the appropriate personnel.

The IT deficiencies did not result in adjustments to the consolidated

financial statements.

During 2024, management also identified material weaknesses relating to (i) our failure to design adequate internal

controls surrounding security market values within our back-office stock record system, including the accuracy and completeness of pricing

of firm and customers’ fully paid and excess margin securities, and (ii) our internal controls surrounding the quarterly securities

count lacking sufficient documented review and precision of review to demonstrate the completeness and accuracy of the count performed

in accordance with Rule 17a-13 of the Exchange Act.

Remediation Activities

During 2024, management designed

and implemented the following previously disclosed measures to ensure that the control deficiencies contributing to the material weaknesses

were remediated:

(i) designing and implementing controls related to provisioning, privileged access, and user access reviews, (ii) developing

an enhanced risk assessment process to evaluate logical access, and (iii) improving the existing training program associated with control

design and implementation.

We also designed and implemented a review of security market values and conducted a detailed review of our

quarterly securities count.

During the fourth quarter of 2024, we completed our testing of the operating effectiveness of the implemented

controls and found them to be effective.

As a result, we have concluded the material weaknesses have been remediated as of December 31,

Changes in Internal Control over Financial

Except for the changes in

connection with our identifying the material weaknesses identified above and our implementation of the remediation plans described above,

there were no other changes in our internal control over financial reporting during the most recently completed fiscal quarter that materially

affected, or are reasonably likely to materially affect, our internal control over financial reporting.

of Disclosure Controls and Procedures

carried out an evaluation, under the supervision and with the participation of management, including our Chief Executive Officer and

our Executive Vice President/Chief Financial Officer, of the effectiveness of the design and operation of our disclosure controls and

procedures as of the end of the period covered by this report pursuant to Rule 13a-15(e) and 15d-15(e) of Securities Exchange of 1934,

as amended (the “Exchange Act”).

disclosure controls and procedures are designed to ensure that information required to be disclosed in our periodic and current reports

that we file with the SEC is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules

and forms, and that such information is accumulated and communicated to our management, including our principal executive officer and

principal financial officer, as appropriate, to allow timely decisions regarding required disclosure.

In designing and evaluating the

disclosure controls and procedures, management recognized that any controls and procedures, no matter how well designed and operated,

can provide only reasonable and not absolute assurance of achieving the desired control objectives.

In reaching a reasonable level of

assurance, management necessarily was required to apply its judgment in evaluating the cost-benefit relationship of possible controls

and procedures.

In addition, the design of any system of controls also is based in part upon certain assumptions about the likelihood

of future events, and there can be no assurance that any design will succeed in achieving its stated goals under all potential future

over time, control may become inadequate because of changes in conditions, or the degree of compliance with policies or procedures

may deteriorate.

Because of the inherent limitations in a cost-effective control system, misstatements due to error or fraud may occur

and not be detected.

on its evaluation, our management, including our Chief Executive Officer and our Executive Vice President/Chief Financial Officer, concluded

that, as of the end of the period covered by this Report, our disclosure controls and procedures were effective.

Report on Internal Control Over Financial Reporting

management, with the participation of our Principal Executive Officer and Principal Financial Officer, is responsible for establishing

and maintaining adequate internal control over financial reporting, as defined in Rules 13a-15(f) and 15d-15(f) of

the Exchange Act.

Our internal control over financial reporting is designed to provide reasonable assurance regarding the reliability

of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting

assessed the effectiveness of our internal control over financial reporting as of December 31, 2025, based on criteria set forth by the

Committee of Sponsoring Organizations of the Treadway Commission (COSO) in Internal Control - Integrated Framework (2013) (“COSO

Based on that assessment, management concluded that, as of December 31, 2025, our internal control over financial

reporting was effective.

in Internal Control over Financial Reporting

were no changes in our internal control over financial reporting during the most recently completed fiscal quarter that materially affected,

or are reasonably likely to materially affect, our internal control over financial reporting.

OTHER INFORMATION

None of the Company’s

directors or officers adopted , modified or terminated a Rule 10b5-1 trading arrangement or a non-Rule 10b5-1 trading

arrangement during the three months ended December 31, 2024, as such terms are defined under Item 408(a) of Regulation S-K.

of the Company’s directors or officers adopted , modified or terminated a Rule 10b5-1 trading arrangement or

a non-Rule 10b5-1 trading arrangement during the three months ended December 31, 2025, as such terms are defined under Item

408(a) of Regulation S-K.

DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS

Not applicable.

DIRECTORS, EXECUTIVE OFFICERS AND

CORPORATE GOVERNANCE

Identification of Directors

The names of our Directors

and their ages, positions, and biographies are set forth below.

Gebbia has served

as a member of our Board of Directors since December 16, 2016.

Gebbia is the managing

manager of KCA.

DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE

Identification

names of our Directors and their ages, positions, and biographies are set forth below.

Gebbia has served as a member of our Board of Directors since December 16, 2016.

Gebbia is the managing manager of KCA.

Gebbia was an owner and a director of StockCross Financial Services, Inc.

(“StockCross”).

Additionally,

Gebbia also serves as the President of Associates for Breast and Prostate Cancer Research, a non-profit organization that raises funds

for the John Wayne Cancer Institute, which, under Ms.

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

Gebbia brings valuable

experience to our Board of Directors from her roles at StockCross and in KCA.

Gebbia has served

as a member of our Board of Directors since June 1, 2020, and as our Chief Executive Officer and Chairman since May 24, 2023.

From February 2017 to May

Additionally, Ms.

Gebbia also serves as the President of Associates for Breast and Prostate Cancer Research, a non-profit organization

that raises funds for the John Wayne Cancer Institute, which, under Ms.

Gebbia’s leadership, has raised over $16 million for breast

and prostate cancer research.

Gebbia brings valuable experience to our Board of Directors from her roles at StockCross and in KCA.

Gebbia has served as a member of our Board of Directors since June 1, 2020, and as our Chief Executive Officer and Chairman since

May 24, 2023.

February 2017 to May 2020, Mr.

Gebbia served as a Special Advisor to the Board of Directors.

Gebbia commenced his employment in the brokerage industry

Gebbia commenced his employment in the

brokerage industry in 1959.

Gebbia became Executive Vice President of Walston & Company.

After becoming CEO of Jesup & Lamont, an institutional

brokerage firm, Mr.

After becoming CEO of Jesup

& Lamont, an institutional brokerage firm, Mr.

Gebbia purchased the company in 1983.

Thereafter, Mr.

Gebbia owned and/or controlled various brokerage firms including

Kennedy Cabot & Co., which was sold in 1997 to Toronto Dominion Bank for $160 million.

We believe Mr.

Gebbia brings

valuable experience to our Board of Directors from his role as our Chief Executive Officer, as well as his extensive brokerage and executive

experience in the brokerage industry.

Zabatta has served

as a member of our Board of Directors since December 16, 2016.

Zabatta served

as a consultant to StockCross from 2011 until 2016, acting as its head of Corporate Development.

Zabatta has and continues to have

a distinguished and successful career, predominately in the financial services industry, including holding various positions with the

New York Stock Exchange, Paine Webber, Securities Settlement Corp., Josephthal Lyon & Ross, Kennedy Cabot & Co.

Gebbia owned and/or controlled

various brokerage firms including Kennedy Cabot & Co., which was sold in 1997 to Toronto Dominion Bank for $160 million.

Gebbia brings valuable experience to our Board of Directors from his role as our Chief Executive Officer, as well as his

extensive brokerage and executive experience in the brokerage industry.

Zabatta has served as a member of our Board of Directors since December 16, 2016.

Zabatta served as a consultant to StockCross from 2011 until 2016, acting as its head of Corporate Development.

Zabatta has and

continues to have a distinguished and successful career, predominately in the financial services industry, including holding various

positions with the New York Stock Exchange, Paine Webber, Securities Settlement Corp., Josephthal Lyon & Ross, Kennedy Cabot &

and TD Waterhouse.

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

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

companies in various industries.

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

Previously, Mr.

Zabatta has served as a member

of the board of Knight Capital, Kennedy Cabot & Co.

Zabatta has served as a member of the board of Knight Capital, Kennedy Cabot & Co.

and Paraco Gas Corporation.

Zabatta holds a B.A.

in Industrial Psychology

from Iona College.

We believe Mr.

extensive experience in the financial services industry, vast industry network, as well as his Board of Director expertise qualifies him

to serve on our Board.

Cuttita has served

as a member of our Board of Directors since December 16, 2016.

Cuttita is a Senior

Partner of Cuttita, LLP, a New York based law firm.

Cuttita has over 27 years of practicing law in the areas of real estate and business

transactions, media, sports and entertainment.

Cuttita’s list of clients include Fortune 100 corporations, CEOs, hedge fund

managers, legendary professional athletes, entertainment icons and Grammy award winning musicians.

Cuttita also serves as an advisor

to several national financial, insurance and sports businesses and is an active supporter and member of various nonprofit organizations.

Cuttita graduated from Swarthmore College and received his law degree from Fordham University School of Law.

We believe Mr.

legal experience qualifies him to serve on our Board.

Reich has served

on our Board of Directors since December 16, 2016.

Reich has served

as Executive Vice President, Chief Financial Officer, Secretary of the Company and Chief Executive Officer of MSCO.

Prior thereto, Andrew

Zabatta holds

in Industrial Psychology from Iona College.

Zabatta’s extensive experience in the financial services industry, vast industry network, as well as his Board of Director

expertise qualifies him to serve on our Board.

Cuttita has served as a member of our Board of Directors since December 16, 2016.

Cuttita is a Senior Partner of Cuttita, LLP, a New York based law firm.

Cuttita has over 27 years of practicing law in the areas

of real estate and business transactions, media, sports and entertainment.

Cuttita’s list of clients include Fortune 100 corporations,

CEOs, hedge fund managers, legendary professional athletes, entertainment icons and Grammy award winning musicians.

serves as an advisor to several national financial, insurance and sports businesses and is an active supporter and member of various

nonprofit organizations.

Cuttita graduated from Swarthmore College and received his law degree from Fordham University School of

Cuttita’s legal experience qualifies him to serve on our Board.

Reich has served on our Board of Directors since December 16, 2016.

Reich has served as Executive Vice President, Chief Financial Officer, Secretary of the Company and Chief Executive Officer of MSCO.

Prior thereto, Andrew H.

Reich served in a variety of executive positions with StockCross from 2002 until 2016.

Reich has more than 30 years of experience

in the financial industry, including more than 14 years as senior management of StockCross.

Reich holds an M.B.A.

from the University

of Southern California and a B.B.A.

Reich has more than

30 years of experience in the financial industry, including more than 14 years as senior management of StockCross.

Reich holds an

from the University of Southern California and a B.B.A.

from the Bernard Baruch College.

Reich brings valuable

experience to our Board of Directors from his role as our Executive Vice President, Chief Financial Officer, Secretary as well as his

extensive experience in the financial industry.

Schneider, CPA

Schneider has served

as a member of our Board of Directors and Chairman of the Audit Committee since December 29, 2016.

Schneider is a certified public accountant and has over 40 years of relevant accounting experience.

Schneider is licensed to practice

public accounting in New York and Florida and is a member of the American Institute of Certified Public Accountants, the New York State

Society of Certified Public Accountants and the Florida Institute of Certified Public Accountants.

Schneider was the Managing Partner

of Schneider & Associates LLP, a CPA firm with approximately 20 professional staff and was the driving force in that firm’s

growth and development until it merged with Marks Paneth LLP in 2008.

From January 2011 to December 31, 2017, Mr.

Schneider was a Partner

Emeritus and Senior Consultant at Marks Paneth LLP.

Schneider is also a member of the Board of Directors of Prometheum, Inc., a company

that is authorized by FINRA to run an AST for the general public for digital asset securities.

Schneider was appointed to

the Board of Directors and the Audit Committee of Fiduciary Trust International South (a subsidiary of Fiduciary Trust International,

which is owned by Franklin Templeton).

In December 2019, Mr.

Schneider was elected to be the chairman of the Audit Committee and was appointed

to the Board of Directors of the Trust Committee of Fiduciary Trust International South.

Schneider’s practice was concentrated

in the areas of business planning, high net worth individuals, manufacturing, retailing, securities broker-dealers, the hospitality industry,

private educational institutions and estate planning.

Schneider’s significant accounting experience qualifies him to serve on our Board.

Hocheol Shin has served on

our Board of Directors since May 24, 2023.

Shin has over 15 years of experience working in global technology companies across various functions including strategy, investment, and

Reich brings valuable experience to our Board of Directors from his role as our Executive Vice President, Chief Financial Officer, Secretary

as well as his extensive experience in the financial industry.

Solimene was elected to our Board of Directors at the 2025 Annual Shareholder Meeting on November 18, 2025, and was subsequently appointed

as the Chairman of the Audit Committee.

Solimene has been Managing Director and Portfolio Manager at Monroe Capital since July 2021 and serves as CFO, CIO, and Secretary of

Monroe Capital Corporation and Monroe Capital Income Plus Corporation.

Previously, he led Opportunistic Investments at Allstate Investments

from 2016 to 2021 and headed Macquarie Capital’s Restructuring and Special Situations Group from 2007 to 2016.

His earlier career

includes senior roles at Giuliani Capital Advisors, Ernst & Young Corporate Finance, and Bank of America.

He has served on boards

including Runway Growth Finance Corp.

Solimene holds a B.S.

in Finance from Western Illinois University and an M.B.A.

from the University

of Chicago Booth School of Business.

Solimene’s significant experience in the financial industry qualifies him to serve on our Board.

Shin has served on our Board of Directors since May 24, 2023.

Shin has over 15 years of experience working in global technology companies across various functions including strategy, investment,

and engineering.

He is currently the President of Kakaopay Securities Corporation (“Kakaopay Securities”).

Before Kakaopay Securities,

Shin was head of Kakaopay’s Payment Business Group and Corporate Developments Office, was a Vice President of Kakao Corp., a

Director and Head of Open Innovation at Samsung Electronics, and an Engagement Manager at McKinsey & Company.

Shin received a

Before Kakaopay

Securities, Mr.

Shin was head of Kakaopay’s Payment Business Group and Corporate Developments Office, was a Vice President of Kakao

Corp., a Director and Head of Open Innovation at Samsung Electronics, and an Engagement Manager at McKinsey & Company.

Shin received

in Electrical Engineering from Seoul National University and a Ph.D.

in Electrical Engineering from Stanford University.

We believe Mr.

significant experience within technology and international business qualifies him to serve on our Board.

Identification of Executive Officers

Chief Executive Officer,

Chairman and Director

From February 2017

to May 2020, Mr.

Shin’s significant experience within technology and international business qualifies him to serve on our Board.

Identification

of Executive Officers

Chief Executive Officer, Chairman and Director

From February 2017 to May 2020, Mr.

Gebbia served as a Special Advisor to the Board of Directors.

Gebbia commenced his employment in the brokerage industry

Gebbia commenced his employment in the brokerage industry in 1959.

Gebbia became Executive Vice President of Walston & Company.

After becoming CEO of Jesup & Lamont, an institutional

brokerage firm, Mr.

After becoming CEO of Jesup & Lamont, an institutional brokerage firm, Mr.

Gebbia purchased the company in 1983.

Thereafter, Mr.

Gebbia owned and/or controlled various brokerage firms including

Kennedy Cabot & Co., which was sold in 1997 to Toronto Dominion Bank for $160,000,000.

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

served as Executive Vice President, Chief Financial Officer, Assistant Secretary of the Company since December 16, 2016.

Prior thereto,

Gebbia owned and/or controlled various brokerage firms including Kennedy Cabot & Co., which was sold in 1997 to Toronto Dominion Bank for $160,000,000.

Executive Vice President, Chief Operating Officer,

Chief Financial Officer, Director and Secretary

Reich has served as Executive Vice President, Chief Operating Officer, Chief Financial Officer, and Secretary of the Company since

December 16, 2016.

Prior thereto, Andrew H.

Reich served in a variety of executive positions with StockCross from 2002 until 2016.

Reich has more than 30 years of

experience in the financial industry, including more than 14 years as senior management of StockCross.

Reich has more than 30 years of experience in the financial industry, including more than 14 years as senior management of StockCross.

Reich holds a M.B.A.

the University of Southern California and a B.B.A.

from the University of Southern California and a B.B.A.

from the Bernard Baruch College.

Corporate Governance

Board Meetings

The Board of Directors held

14 special meetings during 2024.

Each incumbent director attended at least 75% of Board of Directors meetings and all of his or her respective

committee meetings.

Director Independence

Our common stock is listed

on Nasdaq under the symbol “SIEB.” Nasdaq Listing Rules require that a majority of the members of a listed company’s

board of directors be independent.

In addition, the Nasdaq Listing Rules require that, subject to specified exceptions, each member of

a listed company’s audit, compensation, and nominating committees be independent.

Audit Committee members must also satisfy the

independence criteria set forth in Rule 10A-3 under the Exchange Act.

In order to be considered independent for purposes of Rule 10A-3,

a member of an audit committee of a listed company may not, other than in his or her capacity as a member of the audit committee, the

board of directors, or any other board committee:

accept, directly or indirectly, any consulting, advisory, or other compensatory fee

from the listed company or any of its subsidiaries;

or be an affiliated person of the listed company or any of its subsidiaries.

of Directors undertook a review of its composition, the composition of its committees and the independence of our directors and considered

whether any director has a material relationship with us that could compromise his or her ability to exercise independent judgment in

carrying out his or her responsibilities.

Based upon information requested from and provided by each non-employee director concerning

his or her background, employment and affiliations, including family relationships, our Board of Directors has determined that none of

our directors have relationships that would interfere with the exercise of independent judgment in carrying out the responsibilities of

a director and that each of these directors is “independent” as that term is defined under the rules of Nasdaq and Rule 10A-3

and Rule 10C-1 under the Exchange Act, except for Mrs.

Board of Directors held 15 special meetings during 2025.

Each incumbent director attended at least 75% of Board of Directors meetings

and all of his or her respective committee meetings.

common stock is listed on Nasdaq under the symbol “SIEB.” Nasdaq Listing Rules require that a majority of the members of

a listed company’s board of directors be independent.

In addition, the Nasdaq Listing Rules require that, subject to specified

exceptions, each member of a listed company’s audit, compensation, and nominating committees be independent.

Audit Committee members

must also satisfy the independence criteria set forth in Rule 10A-3 under the Exchange Act.

In order to be considered independent for

purposes of Rule 10A-3, a member of an audit committee of a listed company may not, other than in his or her capacity as a member of

the audit committee, the board of directors, or any other board committee:

accept, directly or indirectly, any consulting, advisory,

or other compensatory fee from the listed company or any of its subsidiaries;

or be an affiliated person of the listed company or any

of its subsidiaries.

Our Board of Directors undertook a review of its composition, the composition of its committees and the independence

of our directors and considered whether any director has a material relationship with us that could compromise his or her ability to

exercise independent judgment in carrying out his or her responsibilities.

Based upon information requested from and provided by each

non-employee director concerning his or her background, employment and affiliations, including family relationships, our Board of Directors

has determined that none of our directors have relationships that would interfere with the exercise of independent judgment in carrying

out the responsibilities of a director and that each of these directors is “independent” as that term is defined under the

rules of Nasdaq and Rule 10A-3 and Rule 10C-1 under the Exchange Act, except for Mrs.

Gebbia and Mr.

Reich, whom are not independent under Nasdaq’s

independence standards.

Audit Committee of the Board of Directors

The Audit Committee of our

Board of Directors currently consists of Mr.

Schneider, Chairman, Mr.

Reich, who are not independent

under Nasdaq’s independence standards.

Committee of the Board of Directors

Audit Committee of our Board of Directors currently consists of Mr.

Solimene, Chairman, Mr.

Zabatta and Mr.

The Board of Directors has determined that

Schneider, Mr.

The Board of Directors

has determined that Mr.

Solimene, Mr.

Zabatta and Mr.

Cuttita are each an “independent director” within the meaning of Rule 5605 (a)(2) of the

Nasdaq Stock Market and within the meaning of the applicable rules and regulations of the SEC.

The Audit Committee held nine

meetings during 2024.

The Board of Directors has

determined that Mr.

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

Cuttita are each an “independent director” within the meaning of Rule

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

Audit Committee held five meetings during 2025.

Board of Directors has determined that Mr.

Solimene qualifies as an “audit committee financial expert” under the applicable

rules of the SEC.

Audit Committee was established to (i) assist the Board of Directors in its oversight responsibilities regarding the integrity of our

1 unchanged sentence

and our auditor’s qualifications and independence, (ii) prepare the report of the Audit Committee contained herein, (iii) retain,

consider the continued retention and termination of our independent auditors, (iv) approve audit and non-audit services performed by our

independent auditors and (v) perform any other functions from time to time delegated by the Board of Directors.

consider the continued retention and termination of our independent auditors, (iv) approve audit and non-audit services performed by

our independent auditors and (v) perform any other functions from time to time delegated by the Board of Directors.

The Board of Directors

has adopted a written charter for the Audit Committee, which is available on our website at www.siebert.com/investor-relation/shareholder-information.

Compensation Committee of the Board of Directors

Committee of the Board of Directors

Compensation Committee of our Board of Directors currently consists of Mr.

1 unchanged sentence

The Compensation Committee reviews

and determines all forms of compensation provided to our executive officers and directors.

The Compensation Committee administers an equity

compensation benefit plan.

The Board of Directors has adopted a written charter for the Compensation Committee, which is available on

our website at www.siebert.com/investor-relation/shareholder-information .

The Compensation Committee

held one meeting during 2024.

The Compensation Committee

evaluates the performance of our executive officers in terms of our operating results and financial performance and determines their compensation

in connection therewith.

In accordance with general

practice in the securities industry, our executive compensation includes base salaries and an annual discretionary cash bonus that are

intended to align the financial interests of our executives with the returns to our shareholders.

As part of its oversight of

the Company’s executive compensation, the Compensation Committee considers the impact of the Company’s executive compensation,

and the incentives created by the compensation awards that it administers, on the Company’s risk profile.

In addition, the Compensation

Committee reviews the Company’s compensation policies and procedures, including the incentives that they create and factors that

may reduce the likelihood of excessive risk taking, to determine whether they present a significant risk to the Company.

Nominating Committee of the Board of Directors

The Nominating Committee of

the Board of Directors will consist of Mr.

Zabatta and Mr.

The Nominating Committee will be responsible for identifying, reviewing

and evaluating individuals to serve as our directors, advising our Board of Directors with respect to its composition, procedures and

committees, evaluating incumbent directors, and assessing the performance of management.

The Board of Directors intends to adopt a written

charter for the Nominating Committee, which will be available on our website at www.siebert.com/investor-relation/shareholder-information.

The Nominating Committee did not meet in 2024.

The Nominating Committee will

evaluate nominees to our Board of Directors, which evaluation will apply to both new director candidates as well as incumbent directors,

in the context of the current composition of our Board of Directors, the operating requirements of the Company and the long-term interests

of shareholders.

In conducting this assessment, the Nominating Committee will consider the criteria for director qualifications set by

our Board of Directors, as well as diversity, age, skills, and such other factors as it deems appropriate to maintain a balance of knowledge,

and determines all forms of compensation provided to our executive officers.

The Compensation Committee administers an equity compensation

benefit plan.

The Board of Directors has adopted a written charter for the Compensation Committee, which is available on our website

at www.siebert.com/investor-relation/shareholder-information.

The Compensation Committee held five meetings during 2025.

Compensation Committee evaluates the performance of our executive officers in terms of our operating results and financial performance

and determines their compensation in connection therewith.

accordance with general practice in the securities industry, our executive compensation includes base salaries and an annual discretionary

cash bonus that are intended to align the financial interests of our executives with the returns to our shareholders.

part of its oversight of the Company’s executive compensation, the Compensation Committee considers the impact of the Company’s

executive compensation, and the incentives created by the compensation awards that it administers, on the Company’s risk profile.

In addition, the Compensation Committee reviews the Company’s compensation policies and procedures, including the incentives that

they create and factors that may reduce the likelihood of excessive risk taking, to determine whether they present a significant risk

to the Company.

do not have a standing nominating committee.

In accordance with Rule 5605(e)(1)(A) of the Nasdaq rules, director nominees are selected

or recommended for the Board’s selection by independent directors constituting a majority of the Board’s independent directors

in a vote in which only independent directors participate.

Our Board of Directors believes that the independent directors can satisfactorily

carry out the responsibility of properly selecting or approving director nominees without the formation of a standing nominating committee.

The independent directors operate in this capacity under authority granted by resolution of the board of directors, rather than by charter.

have not formally established any specific, minimum qualifications that must be met or skills that are necessary for directors to possess.

In general, the independent directors evaluate nominees to our Board of Directors, in the context of the current composition of our Board

of Directors, the operating requirements of the Company and the long-term interests of shareholders.

In conducting this assessment, the

independent directors consider the diversity, age, skills, and such other factors as it deems appropriate to maintain a balance of knowledge,

experience, effectiveness and capability.

In the case of new director candidates, our Nominating Committee will also determine whether

the nominee must be independent for Nasdaq purposes, which determination is based upon applicable Nasdaq listing standards, applicable

SEC rules and regulations and the advice of counsel, if necessary.

addition, our Nominating Committee believes that a candidate for director should have certain minimum qualifications.

Our Nominating

Committee will generally consider such factors as:

● possessing relevant expertise upon which to be able to offer

advice and guidance to management, including public company board experience;

● having sufficient time to devote to our affairs;

● a reputation for personal integrity and ethics;

● demonstrated excellence in his or her field;

● the ability to work effectively with the other members of

our Board of Directors;

● having the ability to exercise sound business judgment;

commitment to rigorously represent the long-term interests of shareholders.

Notwithstanding the foregoing,

our Nominating Committee will reserve the right to modify these factors from time to time, taking into account the then current needs

of our Board of Directors in an effort to maintain a balance of knowledge, experience and capability.

Our Nominating Committee will

consider and evaluate any candidate who is properly recommended by shareholders, identified by members of our Board of Directors or our

executive officers, or, at the discretion of our Nominating Committee, an independent search firm.

The Nominating Committee will also

consider the requirements of our Amended and Restated Stockholders’ Agreement, which entitled Kakaopay to designate one director

and entitled the Gebbia Stockholders (as defined therein) to designate six directors (three of which must be independent), in each case

subject to certain conditions.

Stockholders may recommend director candidates for consideration by the Nominating Committee by writing

to our Corporate Secretary at Siebert Financial Corp., 653 Collins Avenue, Miami Beach, FL 33139.

A recommendation must be accompanied

by a statement from the candidate that he or she would give favorable consideration to serving on our Board of Directors and should include

sufficient biographical and other information concerning the candidate and his or her qualifications to permit the committee to make an

informed decision as to whether further consideration of the candidate would be warranted.

Indemnification of Officers and Directors

We indemnify our executive

officers and directors to the extent permitted by applicable law against liabilities incurred as a result of their service to us and against

liabilities incurred as a result of their service as directors of other corporations when serving at our request.

We have a director’s

and officer’s liability insurance policy, underwritten by American International Group, Inc.

As to reimbursements by the insurer

of our indemnification expenses, the policy has a $250,000 deductible;

there is no deductible for covered liabilities of individual directors

and officers.

Annual Shareholders Meeting Attendance Policy

It is the policy of our Board

of Directors that all of our directors are strongly encouraged to attend each annual shareholder meeting.

Six directors attended the last

held annual meeting of shareholders of the Company.

Code of Ethics

We have adopted a Code of

Ethics for Senior Financial Officers applicable to our Chief Executive Officer, Chief Financial Officer, Treasurer, Controller, Principal

Accounting Officer, and any of our other employees performing similar functions.

A copy of the Code of Ethics for Senior Financial Officers

is available on our website at www.siebert.com/investor-relation/shareholder-information.

Board Leadership Structure and Board of

The Board of Directors believes

that all of the directors will continue to participate in the full range of the Board of Director’s responsibilities with respect

to its oversight of the Company’s management.

The Board of Directors intends

to hold at least four regular meetings each year to consider and address matters involving the Company.

The Board of Directors also may

hold special meetings to address matters arising between regular meetings.

These meetings may take place in person or by telephone.

independent directors also regularly meet in executive sessions outside the presence of management.

The Board of Directors has access

to legal counsel for consultation concerning any issues that may occur during or between regularly scheduled Board meetings.

above, the Board has established an Audit Committee, a Compensation Committee and a Nominating Committee to assist the Board in performing

its oversight responsibilities.

Board of Directors’ Role in Risk Oversight

Consistent with its responsibility

for oversight of the Company, the Board of Directors, among other things, oversees risk management of the Company’s business affairs

directly and through the committee structure that it has established.

The principal risks associated with the Company are risks related

to securities market volatility and the securities industry, lower price levels in the securities markets, intense competition in the

brokerage industry, extensive government regulation, net capital requirements, customers’ failure to pay, an increase in volume

on our systems or other events which could cause them to malfunction, reliance on information processing and communications systems, continuing

changes in technology, dependence on the ability to attract and retain key personnel, the ability of our principal shareholder to control

many key decisions, and there may be a limited public market for our common stock, among other risks and uncertainties detailed in under

Part I, Item 1A - Risk Factors of this Report as well as in our filings with the SEC.

The Board of Directors’

role in the Company’s risk oversight process includes regular reports from senior management on areas of material risk to the Company,

including operational, financial, legal, regulatory, strategic and reputational risks.

The full Board of Directors (or the appropriate

committee) receives these reports from management to identify and discuss such risks.

The Board of Directors periodically

reviews with management its strategies, techniques, policies and procedures designed to manage these risks.

Under the overall supervision

of the Board of Directors, management has implemented a variety of processes, procedures and controls to address these risks.

The Board of Directors requires

management to report to the full Board of Directors on a variety of matters at regular meetings of the Board of Directors and on an as-needed

basis, including the performance and operations of the Company and other matters relating to risk management.

The Audit Committee also

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

These reviews are conducted in conjunction with the Board of Directors’ risk oversight function and enable the Board of Directors

to review and assess any material risks facing the Company.

Compensation Committee

Interlocks and Insider Participation

Such other factors include whether a candidate has relevant expertise upon which to be able

to offer advice and guidance to management, including public company board experience, sufficient time to devote to our affairs, a reputation

for personal integrity and ethics, demonstrated excellence in his or her field, the ability to work effectively with other members of

our Board of Directors, the ability to exercise sound business judgement, and commitment to rigorously represent the long-term interest

of shareholders.

In the case of new director candidates, our independent directors determine whether the nominee must be independent

for Nasdaq purposes, which determination is based upon applicable Nasdaq listing standards, applicable SEC rules and regulations and

the advice of counsel, if necessary.

independent directors will consider and evaluate any candidate who is properly recommended by shareholders, identified by members of

our Board of Directors or our executive officers, or, at the discretion of our Board of Directors, an independent search firm.

may recommend director candidates for consideration by the Board of Directors by writing to our Corporate Secretary at Siebert Financial

Corp., 653 Collins Avenue, Miami Beach, FL 33139.

A recommendation must be accompanied by a statement from the candidate that he or she

would give favorable consideration to serving on our Board of Directors and should include sufficient biographical and other information

concerning the candidate and his or her qualifications to permit the committee to make an informed decision as to whether further consideration

of the candidate would be warranted.

Indemnification

of Officers and Directors

indemnify our executive officers and directors to the extent permitted by applicable law against liabilities incurred as a result of

their service to us and against liabilities incurred as a result of their service as directors of other corporations when serving at

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

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

there is no deductible

for covered liabilities of individual directors and officers.

Shareholders Meeting Attendance Policy

is the policy of our Board of Directors that all of our directors are strongly encouraged to attend each annual shareholder meeting.

Six directors attended the last held annual meeting of shareholders of the Company.

have adopted a Code of Ethics for Senior Financial Officers applicable to our Chief Executive Officer, Chief Financial Officer, Treasurer,

Controller, Principal Accounting Officer, and any of our other employees performing similar functions.

A copy of the Code of Ethics for

Senior Financial Officers is available on our website at www.siebert.com/investor-relation/shareholder-information.

Leadership Structure and Board of Directors

Board of Directors believes that all of the directors will continue to participate in the full range of the Board of Director’s

responsibilities with respect to its oversight of the Company’s management.

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

Board of Directors also may hold special meetings to address matters arising between regular meetings.

These meetings may take place

in person or by telephone.

The independent directors also regularly meet in executive sessions outside the presence of management.

Board of Directors has access to legal counsel for consultation concerning any issues that may occur during or between regularly scheduled

Board meetings.

As discussed above, the Board has established an Audit Committee and a Compensation Committee to assist the Board in

performing its oversight responsibilities.

of Directors’ Role in Risk Oversight

with its responsibility for oversight of the Company, the Board of Directors, among other things, oversees risk management of the Company’s

business affairs directly and through the committee structure that it has established.

The principal risks associated with the Company

are risks related to securities market volatility and the securities industry, lower price levels in the securities markets, intense

competition in the brokerage industry, extensive government regulation, net capital requirements, customers’ failure to pay, an

increase in volume on our systems or other events which could cause them to malfunction, reliance on information processing and communications

systems, continuing changes in technology, dependence on the ability to attract and retain key personnel, the ability of our principal

shareholder to control many key decisions, and the possibility of a limited public market for our common stock, among other risks and

uncertainties detailed in under Part I, Item 1A - Risk Factors of this Report as well as in our filings with the SEC.

Board of Directors’ role in the Company’s risk oversight process includes regular reports from senior management on areas

of material risk to the Company, including operational, financial, legal, regulatory, strategic and reputational risks.

The full Board

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

Board of Directors periodically reviews with management its strategies, techniques, policies and procedures designed to manage these

Under the overall supervision of the Board of Directors, management has implemented a variety of processes, procedures and controls

to address these risks.

Board of Directors requires management to report to the full Board of Directors on a variety of matters at regular meetings of the Board

of Directors and on an as-needed basis, including the performance and operations of the Company and other matters relating to risk management.

The Audit Committee also receives reports from the Company’s independent registered public accounting firm on internal control

and financial reporting matters.

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

and enable the Board of Directors to review and assess any material risks facing the Company.

Committee Interlocks and Insider Participation

member of the Compensation Committee during 2025 had a relationship that requires disclosure as a Compensation Committee interlock.

Family Relationships

Gebbia, our director,

is the spouse of Mr.

Relationships

Gebbia, our director, is the spouse of Mr.

Gebbia, our Chief Executive Officer and Chairman of the Board of Directors.

Except as disclosed, there are no family

relationships between or among any of our directors, executive officers and incoming directors or executive officers.

Insider Trading Policy;

Employee, Officer and

Director Hedging and 10b5-1 Plans

Except as disclosed,

there are no family relationships between or among any of our directors, executive officers and incoming directors or executive officers.

Trading Policy;

Employee, Officer and Director Hedging and 10b5-1 Plans

have adopted an insider trading policy governing the purchase, sale and/or other dispositions of the Company’s securities by its

1 unchanged sentence

trading laws, rules and regulations and the listing rules of Nasdaq.

The Company’s Insider Trading Policy is filed as Exhibit 19.1

The Company’s Insider Trading Policy is incorporated by reference

to this Report.

2 unchanged sentences

that hedge or offset, or are designed to hedge or offset, any decrease in the market value of the Company’s equity securities.

June 2023, Gloria E.

Gebbia, Charles A.

Zabatta, Francis V.

Cuttita, and Andrew H.

Reich of the Company adopted Rule 10b5-1 trading arrangements

for the potential sale of up to 920,000 shares of our common stock, in the aggregate, subject to certain conditions.

The expiration date

of these 10b5-1 trading arrangements is May 16, 2025.

The trading arrangement is intended to satisfy the affirmative defense of Rule 10b5–1(c).

Clawback Policy

25, 2025, Charles Zabatta, a member of our board of Directors, entered into a 10b5-1 trading plan intended to satisfy

the affirmative defense of Rule 10b5-1(c) under the Exchange Act.

The Rule 10b5-1 trading plan relates to the sale of 20,000 shares

of our common stock and will expire on November 24, 2026.

have a compensation recovery policy designed to comply with the mandatory compensation “clawback” requirements under Nasdaq

4 unchanged sentences

to the clawback requirements (when permitted by Nasdaq rules) and ultimately determine whether any adjustment will be made.

Compliance with Section 16(a) of the Exchange

Section 16(a) of the Exchange

Act requires our executive officers and directors and persons who beneficially own more than 10% of our common stock to file initial reports

of ownership and reports of changes in ownership with the SEC.

These executive officers, directors and shareholders are required by the

SEC to furnish us with copies of all forms they file pursuant to Section 16(a).

Based upon a review of Section

16(a) forms furnished to the Company, the Company believes that all applicable Section 16(a) filing requirements were met during the year

ended December 31, 2024, except as set forth below:

Delinquent Section 16(a) Reports

On March 5, 2025, John M.

Gebbia, a member of a group that beneficially owns over 10% of the Company’s outstanding shares of common stock, reported on Form

4 the disposition of 1,000 shares.

with Section 16(a) of the Exchange Act

16(a) of the Exchange Act requires our executive officers and directors and persons who beneficially own more than 10% of our common

stock to file initial reports of ownership and reports of changes in ownership with the SEC.

These executive officers, directors and

shareholders are required by the SEC to furnish us with copies of all forms they file pursuant to Section 16(a).

upon a review of Section 16(a) forms furnished to the Company, the Company believes that all applicable Section 16(a) filing requirements

were met during the year ended December 31, 2025, except as set forth below:

Section 16(a) Reports

March 5, 2025, John M.

Gebbia, a member of a group that beneficially owns over 10% of the Company’s outstanding shares of common

stock, reported on Form 4 the disposition of 1,000 shares.

Gebbia’s Form 4 was filed late due to an inadvertent mistake.

Advisors to the Company

Senior Advisors

Gebbia and Richard

Gebbia, sons of Gloria E.

to the Company

Gebbia and Richard Gebbia, sons of Gloria E.

Gebbia and John J.

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

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

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

and associated persons of MSCO.

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

and directors of StockCross.

Both Richard Gebbia and John M.

Gebbia have extensive experience in the securities industry and work with MSCO and senior management of

the Company to identify cost saving opportunities and improvements to the Company’s business.

Gebbia has been in

the brokerage industry in various capacities since 1990.

Gebbia was the President and CEO of Kennedy Cabot & Co., from 1992 to

1997 when it was acquired by Toronto Dominion Bank.

Gebbia have extensive experience in the securities industry and have worked

with MSCO and senior management of the Company to identify cost saving opportunities and improvements to the Company’s business.

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

Gebbia was the President and CEO of Kennedy Cabot

& Co., from 1992 to 1997 when it was acquired by Toronto Dominion Bank.

Thereafter he was active with various Gebbia family businesses.

From 2007 to 2020,

From 2007 to 2020, Mr.

Gebbia was associated with StockCross, most recently as a Director and its Executive Vice President.

Richard Gebbia has been in

the brokerage industry since 1993.

Gebbia has been in the brokerage industry since 1993.

From 2007 to 2020, Mr.

Gebbia was associated with StockCross in various capacities.

the CEO and a Director of StockCross.

David Gebbia has been in the

brokerage industry since 1993.

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

Gebbia was the CEO and a Director of StockCross.

Gebbia has been in the brokerage industry since 1993.

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

EXECUTIVE COMPENSATION

Summary Compensation Table

The following table presents

the annual compensation paid to or earned by our current named executive officers during the years ended December 31, 2024 and 2023, respectively.

following table presents the annual compensation paid to or earned by our current named executive officers during the years ended December

31, 2025 and 2024, respectively.

Name and Principal Position

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

(1) Represents the dollar amount recognized for consolidated

financial statement reporting in accordance with Topic 718.

Gebbia was named to the position of Chief Executive Officer effective

May 24, 2023.

(2) Represents the dollar amount recognized for consolidated

financial statement reporting in accordance with Topic 718.

Reich was named to the positions of Executive Vice President, Chief

Operating Officer and Chief Financial Officer effective December 16, 2016.

(1) “All other compensation” for Mr.

Gebbia and Mr.

Reich is other compensation for services as a member of our Board of Directors for the years ended December 31, 2024 and 2023, respectively.

Equity Incentive Plan

The purpose of the Siebert

Financial Corp.

2021 Equity Incentive Plan (the “Plan”) is to (a) enable the Company to attract and retain the types of employees,

directors and other service providers who will contribute to the Company’s long term success;

(b) provide incentives that align

the interests of the participants with those of the shareholders of the Company;

Reich represents cash fees earned for services as a member of our Board of Directors, which amounts would otherwise have been reported

in the “Fees Earned or Paid in Cash” column of the 2025 Director Compensation table below, as well as employer 401(k) matching

of $2,000 for Andrew Reich for both 2024 and 2025.

Incentive Plan

purpose of the Siebert Financial Corp.

2021 Equity Incentive Plan (as amended and restated, the “Plan”) is to (a) enable

the Company to attract and retain the types of employees, directors and other service providers who will contribute to the Company’s

long term success;

(b) provide incentives that align the interests of the participants with those of the shareholders of the Company;

and (c) promote the success of the Company’s business.

One or more committees (each,

a “Committee”) appointed by the Board of Directors (or its Compensation Committee) will administer the Plan.

Unless the Board

of Directors provides otherwise, the Compensation Committee will be the Committee.

The Board of Directors may also at any time terminate

the functions of the Committee and reassume all powers and authority previously delegated to the Committee.

Except as otherwise determined

by the Board of Directors, the Committee shall consist solely of two or more directors who qualify as “non-employee directors”

under Rule 16b-3 of the Exchange Act.

Subject to the terms of the

Plan, the Committee has the sole discretion to select the employees, directors and other service providers who will receive awards, determine

the terms and conditions of awards and interpret the provisions of the Plan and outstanding awards.

The Committee may delegate any part

of its authority and powers under the Plan to one or more directors or executive officers of the Company;

provided, however, that the

Committee may not delegate its authority and powers with respect to awards granted to our executive officers and directors.

The Plan permits the grant

of the following types of incentive awards:

(1) stock options (which can be either “incentive stock options,” as defined in

Section 422 of the Internal Revenue Code of 1986, as amended (the “Code”) or nonqualified stock options);

(2) stock appreciation

rights (“SARs”);

or more committees (each, a “Committee”) appointed by the Board of Directors (or its Compensation Committee) will administer

Unless the Board of Directors provides otherwise, the Compensation Committee will be the Committee.

The Board of Directors

may also at any time terminate the functions of the Committee and reassume all powers and authority previously delegated to the Committee.

Except as otherwise determined by the Board of Directors, the Committee shall consist solely of two or more directors who qualify as

“non-employee directors” under Rule 16b-3 of the Exchange Act.

to the terms of the Plan, the Committee has the sole discretion to select the employees, directors and other service providers who will

receive awards, determine the terms and conditions of awards and interpret the provisions of the Plan and outstanding awards.

The Committee

may delegate any part of its authority and powers under the Plan to one or more directors or executive officers of the Company;

however, that the Committee may not delegate its authority and powers with respect to awards granted to our executive officers and directors.

Plan permits the grant of the following types of incentive awards:

(1) stock options (which can be either “incentive stock options,”

as defined in Section 422 of the Internal Revenue Code of 1986, as amended (the “Code”) or nonqualified stock options);

stock appreciation rights (“SARs”);

(3) restricted stock;

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(5) performance shares or units;

(6) other equity-based

other equity-based awards;

and (7) cash awards.

The vesting of equity awards can be based on “continuous service” (as defined in the Plan), achievement

of one or more performance criteria, or a combination of continuous service and achievement of performance criteria.

The Plan has key features

which reflect a broad range of compensation and commonly viewed governance best practices, including the following provisions:

● Prohibition against granting discounted options or SARs;

● Requiring shareholder approval before repricing underwater

options or SARs;

● Prohibition against dividends or dividend equivalents on unearned

restricted stock, restricted stock units, performance shares or units;

● No authority to allow dividend equivalents for options or

Outstanding Equity Awards as of December 31,

As of December 31, 2024, the

Company had no outstanding equity awards to named executive officers.

Option Agreements

As of December 31, 2024 and

2023, we had no option agreements with our named executive officers.

Employment Agreements

We are not a party to an employment

agreement with any named executive officer.

The vesting of equity awards can be based on “continuous service” (as defined

in the Plan), achievement of one or more performance criteria, or a combination of continuous service and achievement of performance

Plan has key features which reflect a broad range of compensation and commonly viewed governance best practices, including the following

● Prohibition

against granting discounted options or SARs;

shareholder approval before repricing underwater options or SARs;

authority to allow dividend equivalents for options or SARs.

Equity Awards as of December 31, 2025

of December 31, 2025, the Company had no outstanding equity awards to named executive officers.

are not a party to an employment agreement with any named executive officer.

All of our named executive officers are employees at will.

Pay Versus Performance

As required by Section 953(a) of

the Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010, and Item 402(v) of Regulation S-K,

which was adopted by the SEC in 2022, the Company is providing the following information regarding the relationship between “compensation

actually paid” (“CAP”) to our principal executive officer (“PEO”), former principal executive officer (“Former

PEO”) and non-PEO named executive officer (“NEO”) and certain financial performance of the Company for the fiscal years

listed below.

Reich – Former PEO

Value of Initial Fixed $100

Summary Compensation Table Total for PEO (1)

Compensation Actually Paid to PEO (3)

Summary Compensation Table Total for Former PEO (1)

Compensation Actually Paid to Former PEO (3)

Average Summary Compensation Table Total for Non-PEO NEO (1)

Average Compensation Actually Paid to Non-PEO NEO (4)

Investment Based On Total Shareholder Return (“TSR”) (5)

Net Income / (Loss) thousands (6)

Represents the amounts of total compensation reported for our PEO, Former PEO and Non-PEO NEO during each corresponding year in the “Total” column of the Summary Compensation Table above.

Reich was our PEO for the fiscal year ended December 31, 2022, and until May 24, 2023, upon appointment of Mr.

Gebbia as PEO.

There were no other NEOs for the year ended December 31, 2022, and only Andrew H.

Reich during the year ended December 31, 2024 and 2023.

(3) Represents the amount of “compensation actually paid”

to our PEO and Former PEO, respectively, as computed in accordance with Item 402(v) of Regulation S-K, with the following adjustments:

Adjustments (b)

Paid to John J.

for Andrew H.

Adjustments (b)

Actually Paid

The equity award adjustments for each applicable year include the addition (or subtraction, as applicable) of the following:

(i) the year-end fair value of any equity awards granted in the applicable year that are outstanding and unvested as of the end of the year;

(ii) the amount of change as of the end of the applicable year (from the end of the prior fiscal year) in fair value of any awards granted in prior years that are outstanding and unvested as of the end of the applicable year;

(iii) for awards that are granted and vest in same applicable year, the fair value as of the vesting date;

(iv) for awards granted in prior years that vest in the applicable year, the amount equal to the change as of the vesting date (from the end of the prior fiscal year) in fair value;

(v) for awards granted in prior years that are determined to fail to meet the applicable vesting conditions during the applicable year, a deduction for the amount equal to the fair value at the end of the prior fiscal year;

and (vi) the dollar value of any dividends or other earnings paid on stock or option awards in the applicable year prior to the vesting date that are not otherwise reflected in the fair value of such award or included in any other component of total compensation for the applicable year.

The valuation assumptions used to calculate fair values did not materially differ from those disclosed at the time of grant.

Represents the average amount of “compensation actually paid” to the Non-PEO NEO, as computed in accordance with Item 402(v) of Regulation S-K.

The dollar amounts do not reflect the actual average compensation earned or paid to the Non-PEO NEOs during the applicable year.

In accordance with the requirements of Item 402(v) of Regulation S-K, the following adjustments were made to average total compensation for the Non-PEO NEO for each applicable year:

for Andrew H.

Adjustments (b)

Actually Paid

TSR is cumulative

for the measurement periods beginning on December 31, 2021 and ending on December 31 of each of 2024, 2023 and 2022, respectively, calculated

as the yearly percentage change in cumulative total shareholder return based on a deemed fixed investment of $100 at market close on

December 31, 2021.

No dividends were paid in 2024, 2023 or 2022.

The dollar amounts reported represent the amount of net income/ (loss) reflected in our consolidated audited financial statements for the applicable years.

The objectives of our executive compensation program

are (1) to enhance our long-term value by driving growth and profitability consistent with our board-approved annual financial and long-term

strategic plans, (2) to assist us in attracting and retaining high quality talent, (3) to reward past performance and motivate future

performance, and (4) to align executive officers’ long-term interests with those of our shareholders.

While we do not utilize a

set formula for allocating compensation among the elements of total compensation, our compensation program is designed to reward performance

by tying a substantial portion of each executive officer’s total potential compensation to individual performance and our overall

Key factors include the executive officer’s performance;

the nature, scope and level of the executive officer’s

responsibilities;

and the executive officer’s contribution to our overall financial results.

Our approach to compensation complements

our practices of real-time risk assessment and daily measurement of financial performance in the various parts of our businesses, which

also act as disincentives to excessive risk-taking.

The compensation actually paid to our PEO and Former PEO and the average amount of

compensation actually paid to or non-PEO NEOs during the periods presented are not directly correlated with TSR as they are influenced

by numerous factors including, but not limited to, the timing of new grant issuances and award vesting, NEO mix, share price volatility

during the fiscal year, our mix of performance metrics and other factors.

DIRECTOR COMPENSATION

The table below discloses

the cash, equity awards, and other compensation earned, paid, or awarded, as the case may be, to each of our directors during the year

ended December 31, 2024 which is payable quarterly, plus reimbursements for reasonable travel expenses and out-of-pocket costs incurred

amounts set forth in the 2025 Summary Compensation Table above represent bonuses with respect to 2025 that were approved by our

Board of Directors based on its subjective assessment of each named executive officer’s contributions during such

“All Other Compensation” amounts set forth in the 2025 Summary Compensation Table above represent cash retainer fees received

by each of our named executive officers for their service on our Board of Directors during 2025 as well as a nominal amount for any 401(k) contribution matching from Siebert during the year.

table below discloses the cash, equity awards, and other compensation earned, paid, or awarded, as the case may be, to each of our non-employee

directors during the year ended December 31, 2025.

non-employee director receives an annual cash retainer of $120,000 for their service on our Board of Directors, for which retainer is

paid quarterly (besides Mr.

Shin who declined compensation for his service as a director in 2025).

From time to time, the Company may

provide modest discretionary bonuses (in the form of cash or of common stock) to directors in recognition of their service and contributions

during the year.

Any such bonuses are determined based on a holistic review of director engagement, responsibilities, and overall contributions

to the Company.

the year ended December 31, 2025, Mr.

Cuttita received a $10,000 cash bonus and Mr.

Schneider received 9,000 shares of common stock of

Each non-employee director also receives reimbursements for reasonable travel expenses and out-of-pocket costs incurred

on behalf of the Company.

Gebbia and Mr.

received a total of $120,000 for their service as a member of our Board of Directors during the year ended December 31, 2024.

Reich’s total compensation for service as an employee and as a member of our Board of Directors is presented under the heading

“Summary Compensation Table” above.

Fees Earned or Paid in Cash

Option Awards

Non-Equity Incentive Plan Compensation

Nonqualified Deferred Compensation Earnings

All Other Compensation

Reich served on our Board of Directors during the year ended December 31, 2025, but their compensation for such services

is fully reflected above in the 2025 Summary Compensation Table above.

Director Compensation

Fees Earned or

Paid in Cash ($)

Incentive Plan

Charles Zabatta

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL

OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS

Jerry Schneider (4)

the 2025 Annual Shareholder Meeting held on November 18, 2025, Lewis W.

Solimene was elected

to the Board of Directors.

the grant date fair value of the shares of common stock of the Company granted to Mr.

under the Siebert Financial Corp.

2021 Equity Incentive Plan, calculated in accordance with

Financial Accounting Standards Board Accounting Standard Codification Topic 718.

As of December

31, 2025 none of our non-employee directors held any option awards or unvested stock awards.

Cuttita represent a cash bonus of $10,000.

Schneider served as a member of the Board of Directors until November 18, 2025.

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

The following table lists

15 unchanged sentences

Hocheol Shin (6)

Directors and executive officers as a group (7 persons)

Directors and executive

officers as a group (7 persons)

Other Shareholders with 5% or More

2 unchanged sentences

Gyeonggi-do, Republic of Korea 13529

Kimberly Gebbia (4) (6)

Richard Gebbia (3) (5)

653 Collins Ave

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New York, NY 10282

* Less than 1% of outstanding shares as of March 5, 2025.

(1) Unless otherwise indicated, the business address of each

individual is c/o Siebert Financial Corp., 653 Collins Avenue, Miami Beach, FL 33139.

(2) Gloria E.

than 1% of outstanding shares as of March 24, 2026.

otherwise indicated, the business address of each individual is c/o Siebert Financial Corp., 653 Collins Avenue, Miami Beach, FL 33139.

Gebbia and John J.

Gebbia are husband and wife.

Includes 9,715,714 shares of our common stock owned by Gloria E.

Gebbia, 3,439,400 shares owned by Kimberly Gebbia, Richard Gebbia, and

the children of Richard and Kimberly Gebbia, 2,214,891 shares owned by John M.

Gebbia and the children of John M.

Gebbia, and 1,589,318

shares owned by David J.

Gebbia and the children of David J.

(3) Includes 450,439 shares owned by Charles Zabatta’s

(4) Includes 588,535 shares owned by the husband of Kimberly

Gebbia, Richard Gebbia, and 261,273 shares owned by the children of Richard and Kimberly Gebbia.

(5) Includes 190,000 shares owned by the children of John M.

(6) Gloria E.

Includes 9,827,714 shares of our common stock owned by the John J & Gloria E.

Gebbia TTEESS UAD 12/8/94 jointly owned by Gloria E.

Gebbia and John J.

Gebbia, 3,339,400 shares

owned by Richard Gebbia and a child of Richard and Kimberly Gebbia, 2,111,891 shares owned by John M.

Gebbia and the children of John

Gebbia, 1,489,318 shares owned by David J.

Gebbia and a child of David J.

Gebbia, and 300,000 shares owned by a company owned and

controlled by various family members in the control group.

261,273 shares owned by a child of Richard Gebbia and 300,000 shares held by a company owned and controlled by various members of the control group.

190,000 shares owned by the children of John M.

Gebbia and 300,000 shares held by a company owned and controlled by various members of the control group.

Gebbia, John M.

Gebbia, Richard Gebbia, David Gebbia,

and Kimberly Gebbia are parties to that certain Amended and Restated Joint Filing and Group Agreement, dated as of January 10, 2022 (the

“Group Agreement”), pursuant to which the foregoing Gebbia family members agreed to form a group for the purpose of taking

joint actions and such actions relating to their voting rights regarding securities of the Company necessary or advisable to achieve

the foregoing.

The Group Agreement is attached to the amended Schedule 13D, filed on January 13, 2022, as Exhibit 99.1.

(7) Hocheol Shin was designated by Kakaopay as a director-nominee

pursuant to that certain Amended and Restated Stockholders’ Agreement dated December 19, 2023, among Kakaopay, the Company, the

Gebbia Stockholders (as defined therein), and John J.

Gebbia (in his individual capacity and as representative of the Gebbia Stockholders).

(8) Includes 28,000 shares owned by the children of Andrew H.

(9) Based solely on a Schedule 13D filed with the SEC on May

30, 2023, by Kakaopay and Kakao Corporation (“Kakao”).

In the filing, Kakaopay and Kakao reported having shared voting power

over all 8,075,607 shares.

Equity Compensation Plan Information

The below table presents

information related to our equity compensation plan under which our securities are authorized for issuance as of December 31, 2024.

Gebbia, Richard Gebbia, David Gebbia, and Kimberly Gebbia are parties to that certain Amended and Restated Joint Filing

and Group Agreement, dated as of January 10, 2022 (the “Group Agreement”), pursuant to which the foregoing Gebbia family

members agreed to form a group for the purpose of taking joint actions and such actions relating to their voting rights regarding securities

of the Company necessary or advisable to achieve the foregoing.

The Group Agreement is attached to the amended Schedule 13D, filed on

January 13, 2022, as Exhibit 99.1.

Shin was designated by Kakaopay as a director-nominee pursuant to that certain Amended and Restated Stockholders’ Agreement dated

December 19, 2023, among Kakaopay, the Company, the Gebbia Stockholders (as defined therein), and John J.

Gebbia (in his individual capacity

and as representative of the Gebbia Stockholders).

28,000 shares owned by the children of Andrew H.

solely on a Schedule 13D filed with the SEC on May 30, 2023, by Kakaopay and Kakao Corporation (“Kakao”).

In the filing,

Kakaopay and Kakao reported having shared voting power over all 8,075,607 shares.

(9) Includes 530,439 shares owned by the wife of Charles Zabatta.

Compensation Plan Information

below table presents information related to our equity compensation plan under which our securities are authorized for issuance as of

December 31, 2025.

Plan Category

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future issuance

plans (excluding

compensation plans (excluding

column (a)) (1)

Equity compensation plans approved by security holders

Equity compensation plans not approved by security holders

CERTAIN RELATIONSHIPS AND RELATED

TRANSACTIONS, AND DIRECTOR INDEPENDENCE

Review and Approval of Related Party Transactions

As set forth in our Amended

and Restated Audit Committee Charter, the Audit Committee is responsible for reviewing and approving all related party transactions.

Our Code of Ethics for Senior

Financial Officers, applicable to our Chief Executive Officer, Chief Financial Officer, Controller, Treasurer, Principal Accounting Officer

and other employees performing similar functions, provides that our Senior Financial Officers should endeavor to avoid any actual or potential

conflict of interest between their personal and professional relationships and requires them to promptly report and disclose all material

facts relating to any such relationships or financial interests which give rise, directly or indirectly, to an actual or potential conflict

of interest to the Audit Committee.

The Code of Ethics also provides that no Senior Financial Officer should knowingly become involved

in any actual or potential conflict of interest without the relationship or financial interest having been approved by the Audit Committee.

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

Related Party Transactions

Refer to Note 24 – Related

Party Disclosures for further detail on our related party transactions.

Director Independence

See “Corporate Governance”

under Item 10 in this Report for information on director independence.

securities remaining available for future issuance under awards other than options, warrants

or rights, such as restricted stock.

CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE

and Approval of Related Party Transactions

set forth in our Amended and Restated Audit Committee Charter, the Audit Committee is responsible for reviewing and approving all related

party transactions.

Code of Ethics for Senior Financial Officers, applicable to our Chief Executive Officer, Chief Financial Officer, Controller, Treasurer,

Principal Accounting Officer and other employees performing similar functions, provides that our Senior Financial Officers should endeavor

to avoid any actual or potential conflict of interest between their personal and professional relationships and requires them to promptly

report and disclose all material facts relating to any such relationships or financial interests which give rise, directly or indirectly,

to an actual or potential conflict of interest to the Audit Committee.

The Code of Ethics also provides that no Senior Financial Officer

should knowingly become involved in any actual or potential conflict of interest without the relationship or financial interest having

been approved by the Audit Committee.

Our Code of Ethics does not specify the standards that the Audit Committee would apply to a request

for a waiver of this policy.

Party Transactions

to Note 23 – Related Party Disclosures for further detail on our related party transactions.

“Corporate Governance” under Item 10 in this Report for information on director independence.

PRINCIPAL ACCOUNTING FEES AND SERVICES

Since the second quarter of

2024, Crowe LLP (“Crowe”) has served as our independent registered public accounting firm.

Prior to the second quarter of

2024, Baker Tilly US, LLP (“Baker Tilly”) served as our independent registered public accounting firm.

Audit and Tax Fees

Our Audit Committee has determined

that the services described below that were rendered by Crowe and Baker Tilly are compatible with the maintenance of Crowe and Baker Tilly’s

independence from our management.

The aggregate fees billed

by Crowe for professional services rendered for the 2024 audit of our annual consolidated

the second quarter of 2024, Crowe LLP (“Crowe”) has served as our independent registered public accounting firm.

the second quarter of 2024, Baker Tilly US, LLP (“Baker Tilly”) served as our independent registered public accounting firm.

Audit Committee has determined that the services described below that were rendered by Crowe and Baker Tilly are compatible with the

maintenance of Crowe and Baker Tilly’s independence from our management.

aggregate fees billed by Crowe for professional services rendered for the 2025 audit of our annual consolidated

financial statements and reviews of our quarterly consolidated financial statements were

The aggregate fees billed by Crowe for professional services rendered for the 2024 audit of our annual consolidated

financial statements and reviews of our quarterly consolidated financial statements were

The aggregate fees billed by Baker Tilly for professional services rendered for the 2024 reviews of our quarterly consolidated

financial statements were $67,000.

The aggregate fees billed by Baker Tilly for professional services rendered for the 2023 audit of our

annual consolidated financial statements and reviews of our quarterly consolidated

financial statements were $407,000.

Audit-Related Fees

We had no fees billed by Crowe

for assurance and related services reasonably related to the performance of the audit or review of consolidated

financial statements for the years ended December 31, 2024.

We had no fees billed by Baker Tilly for assurance and related services reasonably

related to the performance of the audit or review of consolidated financial statements for

the years ended December 31, 2024 and 2023.

We had no tax fees billed

by Crowe for tax compliance, tax advice, and tax planning for the years ended December 31, 2024.

We had no tax fees billed by Baker Tilly

for tax compliance, tax advice, and tax planning for the years ended December 31, 2024 and 2023.

All Other Fees

We had no other fees billed

by Crowe for tax compliance, tax advice, and tax planning for the years ended December 31, 2024.

We had no other fees billed by Baker

Tilly for tax compliance, tax advice, and tax planning for the years ended December 31, 2024 and 2023.

Pre-Approval Policy

The Audit Committee pre-approves

all audit and non-audit services provided by our independent auditors prior to the engagement of the independent auditors with respect

to such services.

With respect to audit services and permissible non-audit services not previously approved, the Audit Committee has authorized

the Chairman of the Audit Committee to approve such audit services and permissible non-audit services, provided the Chairman informs the

Audit Committee of such approval at the next regularly scheduled meeting.

All “Audit-Related Fees,” “Tax Fees”

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

Audit Committee Report to Shareholders

The Audit Committee has reviewed

and discussed with management the audited consolidated financial statements for the fiscal

years ended December 31, 2024 and 2023.

The Audit Committee has also discussed with our independent registered public accounting firm

the matters required to be discussed by Auditing Standards No.

16, adopted by the PCAOB (United States) regarding, “Communications

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

Additionally, the Audit Committee has received the written disclosures and representations from the independent registered public

accounting firm required by applicable requirements of the PCAOB (United States) regarding “Communication with Audit Committees

Concerning Independence.”

Based on the review and discussions

referred to within this report, the Audit Committee recommended to the Board of Directors that the audited consolidated

financial statements for the fiscal years ended December 31, 2024 and 2023 be included in Siebert Financial Corp.’s Annual Report

on Form 10-K for filing with the SEC.

Audit Committee,

Schneider, CPA, Chairman

Charles Zabatta

Audit-Related

had no fees billed by Crowe for assurance and related services reasonably related to the performance of the audit or review of consolidated

financial statements for the years ended December 31, 2025 and 2024.

We had no fees billed by Baker Tilly for assurance and related services

reasonably related to the performance of the audit or review of consolidated financial statements

for the year ended December 31, 2024.

had no tax fees billed by Crowe for tax compliance, tax advice, and tax planning for the years ended December 31, 2025 and 2024.

no tax fees billed by Baker Tilly for tax compliance, tax advice, and tax planning for the year ended December 31, 2024.

had no other fees billed by Crowe for tax compliance, tax advice, and tax planning for the years ended December 31, 2025 and 2024.

had no other fees billed by Baker Tilly for tax compliance, tax advice, and tax planning for the year ended December 31, 2024.

Audit Committee pre-approves all audit and non-audit services provided by our independent auditors prior to the engagement of the independent

auditors with respect to such services.

With respect to audit services and permissible non-audit services not previously approved, the

Audit Committee has authorized the Chairman of the Audit Committee to approve such audit services and permissible non-audit services,

provided the Chairman informs the Audit Committee of such approval at the next regularly scheduled meeting.

All “Audit-Related

Fees,” “Tax Fees” and “All Other Fees” set forth above were pre-approved by the Audit Committee in accordance

with its pre-approval policy.

Committee Report to Shareholders

Audit Committee has reviewed and discussed with management the audited consolidated financial

statements for the fiscal years ended December 31, 2025 and 2024.

The Audit Committee has also discussed with our independent registered

public accounting firm the matters required to be discussed by Auditing Standards No.

16, adopted by the PCAOB (United States) regarding,

“Communications with Audit Committees,” including our critical accounting policies and our interests, if any, in “off-balance

sheet” entities.

Additionally, the Audit Committee has received the written disclosures and representations from the independent

registered public accounting firm required by applicable requirements of the PCAOB (United States) regarding “Communication with

Audit Committees Concerning Independence.”

on the review and discussions referred to within this report, the Audit Committee recommended to the Board of Directors that the audited

consolidated financial statements for the fiscal years ended December 31, 2025 and 2024

be included in Siebert Financial Corp.’s Annual Report on Form 10-K for filing with the SEC.

Solimene, Chairman

EXHIBITS AND FINANCIAL STATEMENT SCHEDULES

The exhibits required by Item 601 of Regulation

S-K filed as part of, or incorporated by reference in, this Annual Report are listed in the accompanying Exhibit Index.

(a) The following documents are filed as part of this report:

Consolidated Financial Statements

The consolidated financial statements for the years

ended December 31, 2024 and 2023 commence on page 31 of this Report.

Consolidated Financial Statement Schedules

The exhibits listed in the following Exhibit Index

are filed or incorporated by reference as part of this Report.

EXHIBIT INDEX

Description Of Document

exhibits required by Item 601 of Regulation S-K filed as part of, or incorporated by reference in, this Annual Report are listed in the

accompanying Exhibit Index.

following documents are filed as part of this report:

Financial Statements

consolidated financial statements for the years ended December 31, 2025 and 2024 commence on page F-1 of this Report.

Financial Statement Schedules

exhibits listed in the following Exhibit Index are filed or incorporated by reference as part of this Report.

Certificate of Incorporation of Siebert Financial Corp.

7 unchanged sentences

Siebert Financial Corp.

2021 Equity Incentive Plan (incorporated by reference to Exhibit 4.1 to the Company’s Annual Report on Form 10-K filed on March 30, 2022).

2021 Equity Incentive Plan, as amended and restated (incorporated by reference to Exhibit A to the Registrant’s Definitive Proxy Statement (File No.

000-05703) filed on October 9, 2025).

Consent and Waiver dated as of December 16, 2016 by and among Siebert Cisneros Shank Financial, LLC, Siebert Cisneros Shank & Co.

1 unchanged sentence

(incorporated by reference to Exhibit 10.3 to the Company’s Annual Report on Form 10-K filed on April 6, 2017).

Fully Disclosed Clearing Agreement, by and between NFS LLC and Muriel Siebert & Co., Inc.

dated May 5, 2010 (incorporated by reference to Exhibit 10.1 to the Company’s Quarterly Report on Form 10-Q filed on August 16, 2010).

Disclosed Clearing Agreement, by and between NFS LLC and Muriel Siebert & Co., Inc.

dated May 5, 2010

(incorporated by reference to Exhibit 10.1 to the Company’s Quarterly Report on Form 10-Q filed on

August 16, 2010) .

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

1 unchanged sentence

(incorporated by reference to Exhibit 10.15 to the Company’s Quarterly Report on Form 10-Q filed on May 17, 2021).

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

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

and National Financial Services LLC.

(incorporated by reference to Exhibit 10.16 to the Company’s Quarterly Report on

Form 10-Q filed on November 15, 2021) .

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

and National Financial Services LLC

(incorporated by reference to Exhibit 10.17 to the Company’s Quarterly Report on Form 10-Q filed on November 15, 2021) .

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

and National Financial Services LLC (incorporated by reference to Exhibit 10.17 to the Company’s Quarterly Report on Form 10-Q filed on November 15, 2021).

Amendment No.

1 to Common Stock Purchase Agreement, dated as of August 18, 2021, between Siebert Financial Corp.

and OpenHand Holdings, Inc.

(incorporated by reference to Exhibit 10.18 to the Company’s Quarterly Report on Form 10-Q filed on November 15, 2021).

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

and City National Bank of Florida, a national banking association, as trustee under the provisions of a certain Trust Agreement, dated 22nd day of March, 1993 (incorporated by reference to Exhibit 10.20 to the Company’s Current Report on Form 8-K filed on January 5, 2022).

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

(incorporated by reference to Exhibit 10.18 to the Company’s Quarterly Report on Form 10-Q filed

on November 15, 2021) .

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

and City National Bank of Florida, a national banking association, as trustee under the provisions of

a certain Trust Agreement, dated 22nd day of March, 1993 (incorporated by reference to Exhibit 10.20 to the Company’s Current

Report on Form 8-K filed on January 5, 2022) .

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

Financial Corp.

(incorporated by reference to Exhibit 10.22 to the Company’s Current Report on Form 8-K filed on January 5,

7 unchanged sentences

Purchase Agreement, dated January 18, 2024 (incorporated by reference to Exhibit 10.43 to the Company’s Current Report on Form 8-K dated January 24, 2024).

East West Loan and Security Agreement, dated July 29, 2024 (incorporated by reference to Exhibit 10.44 to the Company’s Current Report on Form 8-K (File No.

West Loan and Security Agreement, dated July 29, 2024 (incorporated by reference to Exhibit 10.44 to the Company’s Current

Report on Form 8-K (File No.

000-05703) filed on August 20, 2024).

East West Revolver Note Agreement, dated July 29, 2024 (incorporated by reference to Exhibit 10.45 to the Company’s Current Report on Form 8-K (File No.

West Revolver Note Agreement, dated July 29, 2024 (incorporated by reference to Exhibit 10.45 to the Company’s Current Report

on Form 8-K (File No.

000-05703) filed on August 20, 2024).

Continuing Guaranty, dated July 29, 2024 (incorporated by reference to Exhibit 10.46 to the Company’s Current Report on Form 8-K (File No.

Guaranty, dated July 29, 2024 (incorporated by reference to Exhibit 10.46 to the Company’s Current Report on Form 8-K (File

000-05703) filed on August 20, 2024).

5 unchanged sentences

000-05703) filed on December 19, 2024).

Letter from Baker Tilly US, LLP to the Securities and Exchange Commission, dated May 16, 2024 (incorporated by reference to Exhibit 16.1 to the Company’s Current Report on Form 8-K (File No.

000-05703) filed on May 16, 2024).

Insider Trading Policy

Sales Agreement, dated June 27, 2025, by and between Siebert Financial Corp., Muriel Siebert & Co., LLC and Ladenburg Thalmann & Co.

(incorporated by reference to Exhibit 10.50 to our Current Report on Form 8-K (File No.

000-05703) filed on June 27, 2025)

Membership Interest Purchase Agreement, dated October 28, 2025, by and between Siebert Financial Corp and RISE Financial Services, LLC (incorporated by reference to Exhibit 10.51 to our Current Report on Form 8-K (File No.

000-05703) filed on October 31, 2025

Insider Trading Policy (incorporated by reference to Exhibit 19.1 to the Company’s Annual Report on Form 10-K (File No.

000-05703) filed on March 31, 2025

Subsidiaries of the registrant

Consent of Crowe LLP

Consent of Baker Tilly US, LLP

Certification of Principal Executive Officer pursuant to Exchange Act Rules 13a-14(a) and 15d-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

6 unchanged sentences

000-05703) filed on May 10, 2024).

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Management contract or compensatory plan or arrangement.

Filed herewith

# This certification is deemed not filed for purposes of Section

18 of the Securities Exchange Act of 1934, as amended (Exchange Act), or otherwise subject to the liability of that section, nor

shall it be deemed incorporated by reference into any filing under the Securities Act of 1933, as amended, or the Exchange Act.

This certification is deemed not filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (Exchange Act), or

otherwise subject to the liability of that section, nor shall it be deemed incorporated by reference into any filing under the Securities Act

of 1933, as amended, or the Exchange Act.

FORM 10-K SUMMARY

Pursuant to the requirements of Section 13 or 15(d)

of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto

duly authorized.

SIEBERT FINANCIAL CORP.

to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed

on its behalf by the undersigned, thereunto duly authorized.

SIEBERT FINANCIAL

Chief Executive Officer and Chairman

1 unchanged sentence

March 30, 2026

/s/ Andrew H.

Executive Vice President, Chief Operating Officer, Chief Financial Officer, Secretary and Director (Principal financial and accounting officer)

March 28, 2025

Pursuant to the requirements of the Securities

Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and

on the dates indicated.

Chief Executive Officer and Chairman (Principal executive

Executive Vice President, Chief Operating Officer,

Chief Financial Officer, Secretary and Director (Principal financial and accounting officer)

March 30, 2026

/s/ Andrew H.

Executive Vice President, Chief Operating Officer and Chief

to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the

registrant and in the capacities and on the dates indicated.

Executive Officer and Chairman (Principal executive officer)

Executive Vice President, Chief Operating Officer and

March 30, 2026

Financial Officer, Secretary and Director (Principal financial and accounting officer)

/s/ Gloria E.

Chief Financial Officer, Secretary and Director (Principal

financial and accounting officer)

March 30, 2026

/s/ Charles Zabatta

March 30, 2026

Charles Zabatta

/s/ Francis V.

March 30, 2026

/s/ Hocheol Shin

March 30, 2026

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 9A. Controls and Procedures