Item 9A. Controls and Procedures
ITEM
9A. 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. 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
principles.
Management
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
Framework”). Based on that assessment, management concluded that, as of December 31, 2025, our internal control over financial
reporting was effective.
Changes
in Internal Control over Financial Reporting
There
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.
ITEM
9B. 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, 2025, as such terms are defined under Item
408(a) of Regulation S-K.
ITEM
9C. DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS
Not
applicable.
32
PART
III
ITEM
10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE
Identification
of Directors
The
names of our Directors and their ages, positions, and biographies are set forth below.
Gloria
E. Gebbia
Age
83
Gloria
E. Gebbia has served as a member of our Board of Directors since December 16, 2016.
Gloria
E. Gebbia is the managing manager of KCA. Ms. Gebbia was an owner and a director of StockCross Financial Services, Inc. (“StockCross”).
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.
Ms.
Gebbia brings valuable experience to our Board of Directors from her roles at StockCross and in KCA.
John
J. Gebbia
Age
87
John
J. 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 2020, Mr. Gebbia served as a Special Advisor to the Board of Directors. Mr. Gebbia commenced his employment in the
brokerage industry in 1959. In 1962, Mr. Gebbia became Executive Vice President of Walston & Company. 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.
Charles
A. Zabatta
Age
83
Charles
A. Zabatta has served as a member of our Board of Directors since December 16, 2016.
Charles
A. Zabatta served as a consultant to StockCross from 2011 until 2016, acting as its head of Corporate Development. Mr. 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. and TD Waterhouse. Mr. Zabatta’s creative business skills have been instrumental in several acquisitions of small to midsize
companies in various industries. Mr. 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. and Paraco Gas Corporation. Mr. Zabatta holds
a B.A. in Industrial Psychology from Iona College.
We
believe Mr. 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.
33
Francis
V. Cuttita
Age
57
Francis
V. Cuttita has served as a member of our Board of Directors since December 16, 2016.
Francis
V. Cuttita is a Senior Partner of Cuttita, LLP, a New York based law firm. Mr. Cuttita has over 27 years of practicing law in the areas
of real estate and business transactions, media, sports and entertainment. Mr. Cuttita’s list of clients include Fortune 100 corporations,
CEOs, hedge fund managers, legendary professional athletes, entertainment icons and Grammy award winning musicians. Mr. 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. Mr. Cuttita graduated from Swarthmore College and received his law degree from Fordham University School of
Law.
We
believe Mr. Cuttita’s legal experience qualifies him to serve on our Board.
Andrew
H. Reich
Age
70
Andrew
H. Reich has served on our Board of Directors since December 16, 2016.
Andrew
H. 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. Mr. Reich has more than
30 years of experience in the financial industry, including more than 14 years as senior management of StockCross. Mr. Reich holds an
M.B.A. from the University of Southern California and a B.B.A. from the Bernard Baruch College.
Mr.
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.
Lewis
W. Solimene
Age
66
Lewis
W. 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.
Mr.
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. Mr. 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.
We
believe Mr. Solimene’s significant experience in the financial industry qualifies him to serve on our Board.
Hocheol
Shin
Age 48
Hocheol
Shin has served on our Board of Directors since May 24, 2023.
Hocheol
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, 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. Mr. Shin received
a B.S. in Electrical Engineering from Seoul National University and a Ph.D. in Electrical Engineering from Stanford University.
We
believe Mr. Shin’s significant experience within technology and international business qualifies him to serve on our Board.
34
Identification
of Executive Officers
Name
Age
Position
John J. Gebbia
87
Chief Executive Officer, Chairman and Director
From February 2017 to May 2020, Mr. Gebbia served as a Special Advisor to the Board of Directors. Mr. Gebbia commenced his employment in the brokerage industry in 1959. In 1962, Mr. Gebbia became Executive Vice President of Walston & Company. 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.
Name
Age
Position
Andrew H. Reich
70
Executive Vice President, Chief Operating Officer,
Chief Financial Officer, Director and Secretary
Andrew
H. 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. Mr.
Reich has more than 30 years of experience in the financial industry, including more than 14 years as senior management of StockCross.
Mr. Reich holds a M.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 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.
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. 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, Mr. Gebbia and Mr. Reich, who are not independent
under Nasdaq’s independence standards.
35
Audit
Committee of the Board of Directors
The
Audit Committee of our Board of Directors currently consists of Mr. Solimene, Chairman, Mr. Zabatta and Mr. Cuttita. 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 five meetings during 2025.
The
Board of Directors has determined that Mr. Solimene qualifies as an “audit committee financial expert” under the applicable
rules of the SEC.
The
Audit Committee was established to (i) assist the Board of Directors in its oversight responsibilities regarding the integrity of our
consolidated financial statements, our compliance with legal and regulatory requirements
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. 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
The
Compensation Committee of our Board of Directors currently consists of Mr. Zabatta and Mr. Cuttita. The Compensation Committee reviews
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.
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.
Director
Nominations
We
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.
We
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. 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.
36
Our
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. Stockholders
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
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 Directors
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. The 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. As discussed above, the Board has established an Audit Committee and a Compensation 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 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.
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.
37
Compensation
Committee Interlocks and Insider Participation
No
member of the Compensation Committee during 2025 had a relationship that requires disclosure as a Compensation Committee interlock.
Family
Relationships
Mrs.
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
We
have adopted an insider trading policy governing the purchase, sale and/or other dispositions of the Company’s securities by its
directors, officers and employees, or by the Company itself, that we believe is reasonably designed to promote compliance with insider
trading laws, rules and regulations and the listing rules of Nasdaq. The Company’s Insider Trading Policy is incorporated by reference
to this Report.
Our
insider trading policy strongly discourages our employees (including officers) or directors, or any of their designees, to purchase financial
instruments (including prepaid variable forward contracts, equity swaps, collars, and exchange funds), or otherwise engage in transactions,
that hedge or offset, or are designed to hedge or offset, any decrease in the market value of the Company’s equity securities.
On August
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.
Clawback
Policy
We
have a compensation recovery policy designed to comply with the mandatory compensation “clawback” requirements under Nasdaq
rules. Under the policy, in the event of certain accounting restatements, we will be required to recover erroneously received incentive-based
compensation from our executive officers representing the excess of the amount actually received over the amount that would have been
received had the financial statements been correct in the first instance. The Compensation Committee has discretion to make certain exceptions
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 Act
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, 2025, 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. Mr. Gebbia’s Form 4 was filed late due to an inadvertent mistake.
Advisors
to the Company
Senior
Advisors
John
M. 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 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 have worked
with MSCO and senior management of the Company to identify cost saving opportunities and improvements to the Company’s business.
38
John
M. Gebbia has been in the brokerage industry in various capacities since 1990. Mr. 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, 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. From 2007 to 2020, Mr. Gebbia was associated with StockCross in various capacities.
Mr. Gebbia was the CEO and a Director of StockCross.
David
Gebbia has been in the brokerage industry since 1993. Mr. Gebbia is currently the President of the Company’s insurance subsidiary,
PW.
ITEM
11. EXECUTIVE COMPENSATION
2025
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, 2025 and 2024, respectively.
Name and Principal Position
Year
Salary ($)
Bonus ($)
Stock Awards ($)
Option Awards ($)
Non-Equity Incentive Plan Compensation ($)
Non-Qualified Deferred Compensation Earnings ($)
All Other Compensation ($) (1)
Totals ($)
John J. Gebbia
2025
$ 975,000
$ 420,000
—
—
—
—
$ 120,000
$ 1,515,000
Chief Executive Officer, Director and Chairman
2024
$ 840,000
$ 350,000
—
—
—
—
$ 120,000
$ 1,310,000
Andrew H. Reich
2025
$ 300,000
$ 190,000
—
—
—
—
$ 122,000
$ 612,000
Executive Vice President, Chief Operating Officer, Chief Financial Officer, Director and Secretary
2024
$ 272,000
$ 190,000
—
—
—
—
$ 122,000
$ 584,000
(1) “All other compensation” for Mr. Gebbia and Mr.
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.
Equity
Incentive Plan
The
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.
39
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”); (3) restricted stock; (4) restricted stock units; (5) performance shares or units; (6)
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; and
● No
authority to allow dividend equivalents for options or SARs.
Outstanding
Equity Awards as of December 31, 2025
As
of December 31, 2025, the Company had no outstanding equity awards to named executive officers.
Employment
Agreements
We
are not a party to an employment agreement with any named executive officer. All of our named executive officers are employees at will.
Bonus
Compensation
“Bonus”
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
year.
Director
Compensation
The
“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.
40
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 non-employee
directors during the year ended December 31, 2025.
Each
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.
During
the year ended December 31, 2025, Mr. Cuttita received a $10,000 cash bonus and Mr. Schneider received 9,000 shares of common stock of
the Company. Each non-employee director also receives reimbursements for reasonable travel expenses and out-of-pocket costs incurred
on behalf of the Company.
John
J. Gebbia and Mr. Reich served on our Board of Directors during the year ended December 31, 2025, but their compensation for such services
is fully reflected above in the 2025 Summary Compensation Table above.
2025
Director Compensation
Name
Fees Earned or
Paid in Cash ($)
Stock Awards
($) (2)
Option
Awards ($)
Non-Equity
Incentive Plan
Compensation
($)
Nonqualified
Deferred
Compensation
Earnings ($)
All Other
Compensation
($) (3)
Total
Gloria E. Gebbia
$ 120,000
—
—
—
—
—
$ 120,000
Francis V. Cuttita
$ 120,000
—
—
—
—
10,000
$ 130,000
Charles Zabatta
$ 120,000
—
—
—
—
—
$ 120,000
Lewis W. Solimene (1)
$ 15,000
—
—
—
—
—
$ 15,000
Jerry Schneider (4)
$ 120,000
25,920
—
—
—
—
$ 145,920
Hocheol Shin
$ —
—
—
—
—
—
$ —
(1) At
the 2025 Annual Shareholder Meeting held on November 18, 2025, Lewis W. Solimene was elected
to the Board of Directors.
(2) Reflects
the grant date fair value of the shares of common stock of the Company granted to Mr. Schneider
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.
(3) Amount
for Mr. Cuttita represent a cash bonus of $10,000.
(4) Jerry
Schneider served as a member of the Board of Directors until November 18, 2025.
41
ITEM
12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS
The following table lists
share ownership of our common stock as of March 24, 2026. The information includes beneficial ownership by each of our directors and the
named executive officers, all directors and executive officers as a group and beneficial owners known by our management to hold at least
5% of our common stock. Except as indicated in footnotes to this table, we believe that the shareholders named in this table have sole
voting and investment power with respect to all shares of common stock shown to be beneficially owned by them based on information provided
to us by these shareholders. Percentage of ownership is based on 40,940,936 shares of common stock outstanding as of March 24, 2026.
Name and Address of Beneficial Owner (1)
Shares of Common Stock
Percent of Class (Rounded)
Named Executive Officers and Directors
Gloria E. Gebbia / John J. Gebbia (2) (5)
17,068,103
42 %
Andrew H. Reich (7)
617,574
2 %
Charles Zabatta (9)
550,439
1 %
Francis V. Cuttita
187,773
*
Lewis W. Solimene, Jr
—
*
Hocheol Shin (6)
—
*
Directors and executive
officers as a group (7 persons)
18,423,889
45 %
Other Shareholders with 5% or More
Kakaopay (8)
8,075,607
20 %
15F, Tower B, 166 Pangyoyeok-ro,
Bundang-gu, Seongnam-si,
Gyeonggi-do, Republic of Korea 13529
Richard Gebbia (3) (5)
3,639,400
9 %
653 Collins Ave
Miami, FL 33139
John M. Gebbia (4) (5)
2,411,891
6 %
300 Vesey Street
New York, NY 10282
* Less
than 1% of outstanding shares as of March 24, 2026.
(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. Gebbia and John J. Gebbia are husband and wife. 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
M. 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.
(3) Includes
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.
(4) Includes
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.
(5) Gloria
E. 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.
42
(6) 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).
(7) Includes
28,000 shares owned by the children of Andrew H. Reich.
(8) 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.
(9) Includes 530,439 shares owned by the wife of Charles Zabatta.
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, 2025.
Plan Category
Number of
securities to be
issued upon
exercise of
outstanding
options,
warrants and
rights
Weighted-
average
exercise price
of outstanding
options,
warrants and
rights
Number of
securities
remaining
available for
future issuance
under equity
compensation plans (excluding
securities
reflected in
column (a)) (1)
(a)
(b)
(c)
Equity compensation plans approved by security holders
—
NA
2,699,000
Equity compensation plans not approved by security holders
—
NA
NA
Total
—
NA
2,699,000
(1) Includes
securities remaining available for future issuance under awards other than options, warrants
or rights, such as restricted stock.
43
ITEM
13. 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 23 – 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.
ITEM
14. 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.
Audit
Fees
The
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
$919,000. 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
$825,000. The aggregate fees billed by Baker Tilly for professional services rendered for the 2024 reviews of our quarterly consolidated
financial statements were $67,000.
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, 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.
Tax
Fees
We
had no tax fees billed by Crowe for tax compliance, tax advice, and tax planning for the years ended December 31, 2025 and 2024. We had
no tax fees billed by Baker Tilly for tax compliance, tax advice, and tax planning for the year ended December 31, 2024.
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, 2025 and 2024. We
had no other fees billed by Baker Tilly for tax compliance, tax advice, and tax planning for the year ended December 31, 2024.
44
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, 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.”
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, 2025 and 2024
be included in Siebert Financial Corp.’s Annual Report on Form 10-K for filing with the SEC.
Audit
Committee,
Lewis
S. Solimene, Chairman
Charles
Zabatta
Francis
V. Cuttita
45
PART
IV
ITEM
15. 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:
1. Consolidated
Financial Statements
The
consolidated financial statements for the years ended December 31, 2025 and 2024 commence on page F-1 of this Report.
2. Consolidated
Financial Statement Schedules
None.
3. Exhibits
The
exhibits listed in the following Exhibit Index are filed or incorporated by reference as part of this Report.
46
EXHIBIT
INDEX
Exhibit No.
Description
Of Document
3.1
Certificate of Incorporation of Siebert Financial Corp. (formerly known as J. Michaels, Inc..) originally filed on April 9, 1934, as amended and restated to date (incorporated by reference to the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 1997).
3.1(a)
Certificate of Amendment to Certificate of Incorporation of Siebert Financial Corp., as amended and restated, filed February 2, 2020 (incorporated by reference to the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2019).
3.2
By-laws of Siebert Financial Corp. (incorporated by reference to the Company’s Registration Statement on Form S-1 (File No. 333-49843) filed on April 10, 1998).
4.1
Description of Registrant’s Securities (incorporated by reference to Exhibit 4.0 to the Company’s Annual Report on Form 10-K filed on March 30, 2022).
4.2*
Siebert Financial Corp. 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).
10.1
Consent and Waiver dated as of December 16, 2016 by and among Siebert Cisneros Shank Financial, LLC, Siebert Cisneros Shank & Co. L.L.C. and Siebert Financial Corp. (incorporated by reference to Exhibit 10.3 to the Company’s Annual Report on Form 10-K filed on April 6, 2017).
10.2
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) .
10.3
Common Stock Purchase Agreement, dated as of January 31, 2021, between Siebert Financial Corp. and OpenHand Holdings, Inc. (incorporated by reference to Exhibit 10.15 to the Company’s Quarterly Report on Form 10-Q filed on May 17, 2021).
10.4
Amendment
to Fully Disclosed Clearing Agreement, dated as of August 1, 2021, by and between Muriel Siebert & Co.,
Inc. 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) .
10.5
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) .
10.6
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) .
10.7
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) .
10.8
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 10.22 to the Company’s Current Report on Form 8-K filed on January 5,
2022) .
10.9
Capital on DemandTM Sales Agreement, dated May 27, 2022, by and between Siebert Financial Corp. and JonesTrading Institutional Services LLC. (incorporated by reference to Exhibit 10.25 to the Company’s Current Report on Form 8-K filed on May 27, 2022).
10.
10
Registration Rights and Lock-Up Agreement (incorporated by reference to Exhibit 10.39 to the Company’s Current Report on Form 8-K dated May 3, 2023).
10.11
Share Redemption Agreement, dated July 10, 2023, by and among Cynthia DiBartolo, Siebert Financial Corp, and Tigress Holdings, LLC (incorporated by reference to Exhibit 10.40 to the Company’s Current Report on Form 8-K dated July 14, 2023).
10.12
Termination and Settlement Agreement, dated December 19, 2023 (incorporated by reference to Exhibit 10.41 to the Company’s Current Report on Form 8-K dated December 20, 2023).
10.13
Amended and Restated Stockholders’ Agreement, dated December 19, 2023 (incorporated by reference to Exhibit 10.42 to the Company’s Current Report on Form 8-K dated December 20, 2023).
10.14
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).
10.15
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. 000-05703) filed on August 20, 2024).
10.16
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. 000-05703) filed on August 20, 2024).
47
10.17
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. 000-05703) filed on August 20, 2024).
10.18
Credit Agreement, dated November 22, 2024 (incorporated by reference to Exhibit 10.47 to the Company’s Current Report on Form 8-K (File No. 000-05703) filed on December 19, 2024).
10.19
BMO Bank Revolver Note Agreement, dated November 22, 2024 (incorporated by reference to Exhibit 10.48 to the Company’s Current Report on Form 8-K (File No. 000-05703) filed on December 19, 2024).
10.20
Parent Guaranty, dated November 22, 2024 (incorporated by reference to Exhibit 10.49 to the Company’s Current Report on Form 8-K (File No. 000-05703) filed on December 19, 2024).
10.21
Sales Agreement, dated June 27, 2025, by and between Siebert Financial Corp., Muriel Siebert & Co., LLC and Ladenburg Thalmann & Co. Inc. (incorporated by reference to Exhibit 10.50 to our Current Report on Form 8-K (File No. 000-05703) filed on June 27, 2025)
10.22
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
19.1
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
21.1**
Subsidiaries of the registrant
23.1**
Consent
of Crowe LLP
31.1**
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.
31.2**
Certification of Principal Financial 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.
32.1**#
Certification of Principal Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant of Section 906 of the Sarbanes-Oxley Act of 2002.
32.2**#
Certification of Principal Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant of Section 906 of the Sarbanes-Oxley Act of 2002.
97.1
Clawback Policy (incorporated by reference to Exhibit 97.1 to the Company’s Annual Report on Form 10-K (File No. 000-05703) filed on May 10, 2024).
101.INS
Inline
XBRL Instance Document (the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within
the Inline XBRL document).
101.SCH
Inline
XBRL Taxonomy Extension Schema Document.
101.CAL
Inline
XBRL Taxonomy Extension Calculation Linkbase Document.
101.DEF
Inline
XBRL Taxonomy Extension Definition Linkbase Document.
101.LAB
Inline
XBRL Taxonomy Extension Label Linkbase Document.
101.PRE
Inline
XBRL Taxonomy Extension Presentation Linkbase Document.
104
Cover
Page Interactive Data File (embedded with Inline XBRL document).
*
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.
ITEM
16. FORM 10-K SUMMARY
None.
48
SIGNATURES
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.
By:
/s/ John J.
Gebbia
John J. Gebbia
Chief Executive Officer and Chairman
(Principal executive officer)
Date:
March 30, 2026
By:
/s/ Andrew
H. Reich
Andrew H. Reich
Executive Vice President, Chief Operating Officer,
Chief Financial Officer, Secretary and Director (Principal financial and accounting officer)
Date:
March 30, 2026
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.
Name
Title
Date
/s/
John J. Gebbia
Chief
Executive Officer and Chairman (Principal executive officer)
March
30, 2026
John J. Gebbia
/s/ Andrew
H. Reich
Executive Vice President, Chief Operating Officer and
March 30, 2026
Andrew H. Reich
Chief Financial Officer, Secretary and Director (Principal
financial and accounting officer)
/s/ Gloria
E. Gebbia
Director
March 30, 2026
Gloria E. Gebbia
/s/ Charles
Zabatta
Director
March 30, 2026
Charles Zabatta
/s/ Francis
V. Cuttita
Director
March 30, 2026
Francis V. Cuttita
/s/ Lewis
W. Solimene
Director
March 30, 2026
Jerry M. Schneider
/s/ Hocheol
Shin
Director
March 30, 2026
Hocheol Shin
49