# Siebert Financial (SIEB) 10-Q SEC filing - Q1 FY2026 - Filed: May 15, 2026, 4:01 PM EDT - Fiscal quarter: Q1 FY2026 - Calendar quarter: Q1 2026 - Accession: 0001213900-26-057679 - OpenCapital page: https://www.opencapital.sh/filings/0001213900-26-057679 - Markdown URL: https://www.opencapital.sh/filings/0001213900-26-057679.md - Official SEC filing index: https://www.sec.gov/Archives/edgar/data/65596/000121390026057679/0001213900-26-057679-index.htm ## Filing documents - [10-Q (ea0288206-10q_siebert.htm)](https://www.sec.gov/Archives/edgar/data/65596/000121390026057679/ea0288206-10q_siebert.htm) --- ## 10-Q SEC source: [ea0288206-10q_siebert.htm](https://www.sec.gov/Archives/edgar/data/65596/000121390026057679/ea0288206-10q_siebert.htm) **UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549** **FORM 10-Q** (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended **March 31, 2026** OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from ____________ to ____________ Commission file number **0-5703** **Siebert Financial Corp.** (Exact Name of Registrant as Specified in its Charter) **New York** **11-1796714** (State or Other Jurisdiction of Incorporation or Organization) (I.R.S. Employer Identification No.) **653 Collins Avenue, Miami Beach, FL 33139** (Address of Principal Executive Offices) (Zip Code) **(310) 385-1861** (Registrant’s Telephone Number, Including Area Code) (Former Name, Former Address and Former Fiscal Year, if Changed Since Last Report) Securities registered pursuant to Section 12(b) of the Act: Title of each class Trading Symbol(s) Name of each exchange on which registered Common Stock - $0.01 par value SIEB The Nasdaq Capital Market Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 (“Exchange Act”) during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐ Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐ Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act. Large accelerated filer ☐ Accelerated filer ☐ Non-accelerated filer ☒ Smaller reporting company ☒ Emerging growth company ☐ If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐ Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒ Indicate the number of shares outstanding of each of the issuer’s classes of common equity, as of the latest practicable date: As of May 15, 2026, there were 41,940,936 issued and 40,940,936 shares outstanding of the registrant’s common stock. **SIEBERT FINANCIAL CORP.** **INDEX** | [**PART I - FINANCIAL INFORMATION**](#a_001) | **1** | | --- | --- | | [ITEM 1. FINANCIAL STATEMENTS](#a_002) | 1 | | [CONDENSED CONSOLIDATED STATEMENTS OF FINANCIAL CONDITION](#a_003) | 1 | | [CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS](#a_004) | 2 | | [CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY](#a_005) | 3 | | [CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS](#a_006) | 4 | | [NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS](#a_007) | 5 | | [ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS](#a_008) | 28 | | [ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK](#a_009) | 38 | | [ITEM 4. CONTROLS AND PROCEDURES](#a_010) | 38 | | [**PART II - OTHER INFORMATION**](#a_011) | **39** | | [ITEM 1. LEGAL PROCEEDINGS](#a_012) | 39 | | [ITEM 1A. RISK FACTORS](#a_013) | 39 | | [ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS](#a_014) | 39 | | [ITEM 3. DEFAULTS UPON SENIOR SECURITIES](#a_015) | 39 | | [ITEM 4. MINE SAFETY DISCLOSURES](#a_016) | 39 | | [ITEM 5. OTHER INFORMATION](#a_017) | 39 | | [ITEM 6. EXHIBITS](#a_018) | 39 | | [SIGNATURES](#a_019) | 40 | - i - **Forward-Looking Statements** For purposes of this Quarterly Report on Form 10-Q (“Report”), the terms “Siebert,” “Company,” “we,” “us” and “our” refer to Siebert Financial Corp., and its wholly-owned and majority-owned subsidiaries collectively, unless the context otherwise requires. The statements contained throughout this Report, that are not historical facts, including statements about our beliefs and expectations, are “forward-looking statements” within the meaning of the U.S. Private Securities Litigation Reform Act of 1995. Forward-looking statements may appear throughout this Report, including in Item 2 “Management’s Discussion and Analysis of Financial Condition and Results of Operations.” Forward-looking statements include statements preceded by, followed by or that include the words “may,” “could,” “would,” “should,” “believe,” “expect,” “anticipate,” “plan,” “estimate,” “target,” “project,” “intend” and similar words or expressions. In addition, any statements that refer to expectations, projections, or other characterizations of future events or circumstances are forward-looking statements. These forward-looking statements, which reflect our beliefs, objectives, and expectations as of the date hereof, are based on the best judgment of management. All forward-looking statements speak only as of the date on which they are made. Such forward-looking statements are subject to certain risks, uncertainties and assumptions relating to factors that could cause actual results to differ materially from those anticipated in such statements, including the following: economic, social and political conditions, global economic downturns, including those resulting from extraordinary events; changes and volatility in tariffs and trade policies; securities industry risks; interest rate risks; liquidity risks; credit risk with clients and counterparties; risk of liability for errors in clearing functions; systemic risk; systems failures, delays and capacity constraints; network security risks; competition; reliance on external service providers; new laws and regulations affecting our business; net capital requirements; extensive regulation, regulatory uncertainties and legal matters; failure to maintain relationships with employees, customers, business partners or governmental entities; risks related to new business lines; the inability to achieve synergies or to implement integration plans and other consequences associated with risks and uncertainties detailed in Part I, Item 1A – “Risk Factors” of our Annual Report on Form 10-K for the year ended December 31, 2025, (“2025 Form 10-K”), and our other filings with the Securities and Exchange Commission (“SEC”). We caution that the foregoing list of factors is not exclusive, and new factors may emerge, or changes to the foregoing factors may occur, that could impact our business. The forward-looking statements are based upon management’s beliefs and assumptions and are made as of the date of this Report. You should not place undue reliance on these forward-looking statements. We undertake no obligation to publicly update or revise these statements, whether as a result of new information, future events or otherwise, except to the extent required by the federal securities laws. - ii - PART I - FINANCIAL INFORMATION ITEM 1. FINANCIAL STATEMENTS **SIEBERT FINANCIAL CORP. & SUBSIDIARIES** ### CONDENSED CONSOLIDATED STATEMENTS OF FINANCIAL CONDITION | Line item | March 31, 2026 (unaudited) | December 31, 2025 | | --- | --- | --- | | ASSETS | | | | Current assets | | | | Cash and cash equivalents | $16,157,000 | $22,408,000 | | Cash and securities segregated for regulatory purposes; (Cash of $130.1 million, securities with a fair value of $37.8 million as of March 31, 2026; Cash of $151.0 million, securities with a fair value of $34.6 million as of December 31, 2025) | 167,933,000 | 185,608,000 | | Receivables from customers | 77,948,000 | 73,465,000 | | Receivables from broker-dealers and clearing organizations | 12,672,000 | 6,801,000 | | Receivables from non-customers | 1,887,000 | 1,773,000 | | Notes receivable | 2,350,000 | 350,000 | | Other receivables | 4,469,000 | 4,522,000 | | Prepaid expenses and other assets | 4,126,000 | 3,801,000 | | Securities borrowed | 256,792,000 | 408,495,000 | | Securities owned, at fair value | 20,054,000 | 19,862,000 | | Taxes receivable | 96,000 | 142,000 | | Total Current assets | 564,484,000 | 727,227,000 | | Deposits with broker-dealers and clearing organizations | 6,140,000 | 5,503,000 | | Property, office facilities, and equipment, net | 10,164,000 | 10,386,000 | | Software, net | 5,949,000 | 5,911,000 | | Other intangible assets, net | 393,000 | 908,000 | | Lease right-of-use assets | 2,027,000 | 2,253,000 | | Investments, cost | 2,520,000 | 2,000,000 | | Deferred tax assets | 3,476,000 | 2,535,000 | | Goodwill | 1,989,000 | 2,319,000 | | Total Assets | $597,142,000 | $759,042,000 | | LIABILITIES AND STOCKHOLDERS’ EQUITY | | | | Liabilities | | | | Current liabilities | | | | Payables to customers | $229,309,000 | $237,193,000 | | Payables to non-customers | 6,000 | 7,000 | | Drafts payable | 2,368,000 | 2,829,000 | | Payables to broker-dealers and clearing organizations | 515,000 | 769,000 | | Accounts payable and accrued liabilities | 5,963,000 | 4,523,000 | | Securities loaned | 254,568,000 | 407,258,000 | | Securities sold, not yet purchased, at fair value | 150,000 | 219,000 | | Other deferred revenue | 65,000 | 70,000 | | Contract termination liability | 405,000 | 819,000 | | Current portion of deferred contract incentive | 960,000 | 960,000 | | Current portion of lease liabilities | 1,011,000 | 1,086,000 | | Current portion of debt | 5,092,000 | 5,091,000 | | Total Current liabilities | 500,412,000 | 660,824,000 | | Deferred contract incentive, less current portion | 3,360,000 | 3,600,000 | | Lease liabilities, less current portion | 1,226,000 | 1,410,000 | | Debt, less current portion | 4,024,000 | 4,048,000 | | Total Liabilities | 509,022,000 | 669,882,000 | | Stockholders’ Equity | | | | Common stock, $0.01 par value; 100,000,000 shares authorized; 41,940,936 shares issued and 40,940,936 shares outstanding as of March 31, 2026, respectively. 41,435,936 shares issued and 40,435,936 shares outstanding as of December 31, 2025, respectively. | 420,000 | 415,000 | | Treasury stock, at cost; 1,000,000 shares held as of both March 31, 2026 and December 31, 2025 | (2,510,000) | (2,510,000) | | Additional paid-in capital | 46,967,000 | 46,040,000 | | Retained earnings | 43,243,000 | 45,215,000 | | Total Stockholders’ equity | 88,120,000 | 89,160,000 | | Total Liabilities and Stockholders’ Equity | $597,142,000 | $759,042,000 | Numbers are rounded for presentation purposes. See notes to condensed consolidated financial statements. - 1 - **SIEBERT FINANCIAL CORP. & SUBSIDIARIES** ### CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS _(unaudited)_ | Line item | Three Months Ended March 31, 2026 | Three Months Ended March 31, 2025 | | --- | --- | --- | | Revenue | | | | Commissions and fees | $2,325,000 | $2,102,000 | | Interest, marketing and distribution fees | 5,874,000 | 6,945,000 | | Principal transactions and proprietary trading | 3,928,000 | 12,961,000 | | Market making | 545,000 | 552,000 | | Stock borrow / stock loan | 6,831,000 | 4,837,000 | | Advisory fees | 1,010,000 | 748,000 | | Other income | 1,384,000 | 774,000 | | Investment banking | 1,573,000 | — | | Total Revenue | 23,470,000 | 28,919,000 | | Expenses | | | | Employee compensation and benefits | 16,172,000 | 11,922,000 | | Clearing fees, including execution costs | 597,000 | 454,000 | | Technology and communications | 1,805,000 | 1,105,000 | | Other general and administrative | 1,733,000 | 1,509,000 | | Data processing | 1,286,000 | 949,000 | | Rent and occupancy | 454,000 | 467,000 | | Professional fees | 1,698,000 | 1,359,000 | | Depreciation and amortization | 690,000 | 415,000 | | Goodwill impairment | 330,000 | — | | Intangible asset impairment | 454,000 | — | | Interest expense | 218,000 | 89,000 | | Advertising and promotion | 900,000 | 154,000 | | Total Expenses | 26,337,000 | 18,423,000 | | Operating income (loss) | (2,867,000) | 10,496,000 | | Income (loss) before provision for (benefit from) income taxes | (2,867,000) | 10,496,000 | | Provision for (benefit from) income taxes | (895,000) | 1,835,000 | | Net income (loss) | (1,972,000) | 8,661,000 | | Less net loss attributable to noncontrolling interests | — | (3,000) | | Net income (loss) available to common stockholders | $(1,972,000) | $8,664,000 | | Net income (loss) available to common stockholders per share of common stock | | | | Basic and diluted | $(0.05) | $0.22 | | Weighted average shares outstanding | | | | Basic and diluted | 40,802,936 | 40,192,036 | Numbers are rounded for presentation purposes. See notes to condensed consolidated financial statements. - 2 - **SIEBERT FINANCIAL CORP. & SUBSIDIARIES** ### CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY _(unaudited)_ | Line item | Common Stock | | | --- | --- | --- | | | $0.01 Par Value | Total Equity | | Balance – January 1, 2025 | $412,000 | $$$$$$85,092,000) | | Share-based compensation | 2,000 | 554,000 | | RISE Cash Distribution | — | (35,000)) | | Net income (loss) | — | 8,661,000) | | Balance – March 31, 2025 | $414,000 | $$$$$$94,272,000) | | Line item | Common Stock | | | --- | --- | --- | | | $0.01 Par Value | Total Equity | | Balance – January 1, 2026 | $415,000 | $$$$$$89,160,000) | | Share-based compensation | 5,000 | 832,000 | | Transaction with FMR | — | 100,000 | | Net loss | — | (1,972,000))) | | Balance – March 31, 2026 | $420,000 | $$$$$$88,120,000) | Numbers are rounded for presentation purposes. See notes to condensed consolidated financial statements. - 3 - **SIEBERT FINANCIAL CORP. & SUBSIDIARIES** ### CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS _(unaudited)_ | Line item | Three Months Ended March 31, 2026 | Three Months Ended March 31, 2025 | | --- | --- | --- | | Cash Flows From Operating Activities | | | | Net income (loss) | $(1,972,000) | $8,661,000 | | Adjustments to reconcile net income (loss) to net cash used in operating activities: | | | | Deferred tax expense (benefit) | (941,000) | 777,000 | | Depreciation and amortization | 690,000 | 415,000 | | Goodwill impairment | 330,000 | — | | Intangible asset impairment | 454,000 | — | | Loss on disposal of assets | 83,000 | — | | FMR clearing arrangement (1) | 100,000 | — | | Share-based compensation (2) | 832,000 | 554,000 | | Interest related to contract termination liability payment | 86,000 | 50,000 | | Changes in | | | | Securities segregated for regulatory purposes | (3,178,000) | 24,389,000 | | Receivables from customers | (4,483,000) | 4,791,000 | | Receivables from non-customers | (114,000) | (195,000) | | Receivables from and deposits with broker-dealers and clearing organizations | (6,508,000) | (2,223,000) | | Securities borrowed | 151,703,000 | (68,551,000) | | Securities owned, at fair value | (192,000) | (7,979,000) | | Notes receivable | (2,000,000) | — | | Prepaid expenses and other assets | (272,000) | (623,000) | | Payables to customers | (7,884,000) | (20,207,000) | | Payables to non-customers | (1,000) | (641,000) | | Drafts payable | (461,000) | (276,000) | | Payables to broker-dealers and clearing organizations | (254,000) | 847,000 | | Accounts payable and accrued liabilities | 1,368,000 | (430,000) | | Securities loaned | (152,690,000) | 25,726,000 | | Securities sold, not yet purchased, at fair value | (69,000) | 116,000 | | Net lease liabilities | (33,000) | (4,000) | | Taxes payable / receivable | 46,000 | 1,058,000 | | NFS business development credits | (240,000) | (213,000) | | Other deferred revenue | (5,000) | — | | Contract termination liability payment | (500,000) | (503,000) | | Net cash used in operating activities | (26,105,000) | (34,461,000) | | Cash Flows From Investing Activities | | | | Purchase of office facilities and equipment | (67,000) | (63,000) | | Purchase of software | (286,000) | (940,000) | | Additions to property, office facilities, and equipment | (103,000) | (144,000) | | Cash paid in investments at cost | (520,000) | — | | Net cash used in investing activities | (976,000) | (1,147,000) | | Cash Flows From Financing Activities | | | | RISE cash distribution | — | (35,000) | | Repayments of long-term debt | (23,000) | (23,000) | | Net cash used in financing activities | (23,000) | (58,000) | | Net change in cash and cash equivalents, and cash segregated for regulatory purposes | (27,104,000) | (35,666,000) | | Cash and cash equivalents, and cash segregated for regulatory purposes - beginning of period | 173,415,000 | 168,458,000 | | Cash and cash equivalents, and cash segregated for regulatory purposes - end of period | $146,311,000 | $132,792,000 | | Reconciliation of cash, cash equivalents, and cash segregated for regulatory purposes | | | | Cash and cash equivalents - end of period | 16,157,000 | 25,713,000 | | Cash segregated for regulatory purposes - end of period | 130,154,000 | 107,079,000 | | Cash and cash equivalents, and cash segregated for regulatory purposes - end of period | $146,311,000 | $132,792,000 | | Supplemental cash flow information | | | | Cash paid during the period for income taxes | — | — | | Cash paid during the period for interest | $132,000 | $39,000 | Numbers are rounded for presentation purposes. See notes to condensed consolidated financial statements. (1) Refer to Note 1 – Organization and Basis of Presentation (2) Refer to Note 20 – Employee Benefit Plans for further detail. - 4 - **SIEBERT FINANCIAL CORP. & SUBSIDIARIES** ### NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS **(unaudited)** **1. Organization and Basis of Presentation** **Organization** Siebert Financial Corp., a New York corporation, incorporated in 1934, is a holding company that conducts the following lines of business through its wholly-owned subsidiaries: - Muriel Siebert & Co., LLC (“MSCO”) provides retail brokerage and investment banking services. MSCO is a Delaware limited liability company and broker-dealer registered with the SEC under the Exchange Act and the Commodity Exchange Act of 1936, and member of the Financial Industry Regulatory Authority (“FINRA”), the New York Stock Exchange (“NYSE”), the Securities Investor Protection Corporation (“SIPC”), Euroclear, the National Futures Association (“NFA”), and the Commodity Futures Trading Commission (“CFTC”). - Siebert AdvisorNXT, LLC (“SNXT”) provides investment advisory services. SNXT is a New York corporation registered with the SEC as a Registered Investment Advisor (“RIA”) under the Investment Advisers Act of 1940. - Park Wilshire Companies, Inc. (“PW”) provides insurance services. PW is a Texas corporation and licensed insurance agency. - Siebert Technologies, LLC (“STCH”) provides technology development. STCH is a Nevada limited liability company. - RISE Financial Services, LLC (“RISE”) is a Delaware limited liability company and broker-dealer registered with the SEC, CFTC, FINRA, SIPC, and NFA. - StockCross Digital Solutions, Ltd. (“STXD”) is an inactive subsidiary headquartered in Bermuda. - Gebbia Media, LLC (“GM”) is a Florida limited liability company and provides management and promotion of sports and music talent, as well as in-house production and marketing for the Company. - Siebert Crypto, LLC (“SCRYP”) is a Delaware limited liability company formed to provide future digital asset-related services. SCRYP has not yet commenced business operations. For purposes of this Report on Form 10-Q, the terms “Siebert,” “Company,” “we,” “us,” and “our” refer to Siebert Financial Corp., MSCO, SNXT, PW, STCH, RISE, STXD, GM, and SCRYP collectively, unless the context otherwise requires. Effective December 2025, the Company formed SCRYP by filing a Certificate of Formation in the State of Delaware. As of March 31, 2026, SCRYP had not commenced any operations. In April 2026, the Company formed Gebbia Holdings, LLC, and Gebbia Sports, LLC, by filing a Certificate of Formation with the Florida Department of State, Division of Corporations. Subsequent to these corporate actions, both Gebbia Media, LLC, and Gebbia Sports, LLC, are wholly owned subsidiaries of Gebbia Holdings, LLC. Gebbia Holdings, LLC, is a wholly owned subsidiary of the Company. - 5 - The Company is headquartered in Miami Beach, FL with primary operations in Florida, New York, and California. The Company has 13 branch offices throughout the U.S. and clients around the world. The Company’s SEC filings are available through the Company’s website at www.siebert.com, where investors can obtain copies of the Company’s public filings free of charge. The Company’s common stock, par value $0.01 per share, trades on the Nasdaq Capital Market under the symbol “SIEB.” The Company operates two reportable segments, Financial Services, and Media, Sports and Entertainment. Financial Services is the Company’s primary segment and includes the Company’s broker-dealer and related financial services operations. Media, Sports and Entertainment includes the Company’s entertainment and sports management and related marketing, advertising, and production activities. All of the Company's revenues for the three months ended March 31, 2026 and 2025 were derived from its operations in the U.S. **Basis of Presentation** The accompanying unaudited condensed consolidated financial statements (“financial statements”) of the Company have been prepared on the accrual basis of accounting in conformity with accounting principles generally accepted in the U.S. (“GAAP”) for interim financial information with the instructions for Form 10-Q and Article 10 of Regulation S-X. Accordingly, they do not include all the information and footnotes required by GAAP for complete annual financial statements. The U.S. dollar is the functional currency of the Company and numbers are rounded for presentation purposes. In the opinion of management, the financial statements contain all adjustments (consisting of normal recurring entries) necessary to fairly present such interim results. Interim results are not necessarily indicative of the results of operations which may be expected for a full year or any subsequent period. These financial statements should be read in conjunction with the financial statements and notes thereto in the Company’s 2025 Form 10-K. **Reclassification** Certain prior year amounts have been reclassified to conform with current year presentation. The reclassification had no impact on previously reported assets or liabilities and did not result in a change in revenue or net income for the periods presented. **Principles of Consolidation** The financial statements include the accounts of Siebert and its wholly-owned consolidated subsidiaries. Upon consolidation, all intercompany balances and transactions are eliminated. For consolidated subsidiaries that are not wholly-owned, the third-party holdings of equity interests are referred to as noncontrolling interests. The net income or loss attributable to noncontrolling interests for such subsidiaries is presented as net income or loss attributable to noncontrolling interests in the consolidated statements of operations. The portion of total equity that is attributable to noncontrolling interests for such subsidiaries is presented as noncontrolling interests in the consolidated statements of financial condition. For the three months ended March 31, 2026, all subsidiaries are wholly-owned. **Significant Accounting Policies** The Company’s significant accounting policies are included in Note 2 – Summary of Significant Accounting Policies in the Company’s 2025 Form 10-K. During the three months ended March 31, 2026, except as set forth below, those policies were unchanged during the three months ended March 31, 2026. **Clearing Agreement and Warrant Agreement** During the first quarter of 2026, RISE entered into a clearing arrangement with Green Pier Fintech LLC (“Green Pier”), an indirect wholly owned subsidiary of Fidelity Management and Research LLC (“FMR”). In connection with the arrangement, on March 2, 2026, RISE issued FMR a warrant to purchase up to 700 LLC units, subject to vesting over three years, and entered into a related side letter. The Company concluded that the warrant, as modified by the side letter, is an equity-classified share-based payment award. Accordingly, the warrant is measured at fair value on the grant date and the warrant is not subject to subsequent remeasurements so long as they continue to meet criteria for equity classification over the requisite service period, with remeasurement at fair value at each reporting date until settlement, expiration, or forfeiture. The clearing arrangement is accounted for separately as an executory service arrangement, and related fees are recognized as incurred. The Company recognizes share-based compensation expense over the nonemployee’s vesting period as services are received. As of March 31, 2026, the Company recognized $100,000 of share-based compensation expense related to the warrant, which is included in the line item “Clearing fees, including execution costs” on the statements of operations. - 6 - **Investment in Equity Security** In the first quarter of 2025, the Company participated in a private placement and acquired restricted shares of a privately held U.S. company (the “Investment in Equity Security”). These shares were subject to restrictions on transferability and did not have a readily determinable fair value at the time of acquisition. On March 31, 2025, the issuer completed its initial public offering “(IPO”), and restricted shares owned by the Company converted into restricted publicly traded shares as part of the IPO process. These shares remained subject to resale restrictions and could not be sold unless a registration statement was filed with SEC or an applicable exemption from registration became available. There was significant volatility in the price of the shares, and in the three months ended March 31, 2025, the Company recorded an unrealized gain of approximately $9.2 million as the per share price closed at $85.31 on March 31, 2025. In June 2025, after the lifting of contractual sale restrictions, the Company sold the majority of its Investment in Equity Security for an average price of $19.00 per share. The Company recognized a gain of $2.4 million related to this investment after selling our position. Additional details are provided in the Company’s Quarterly Report on Form 10-Q for the period ended March 31, 2025. **2. New Accounting Standards** **Recently Issued Accounting Standards** In November 2024, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”), “2024-03”, “Income Statement—Reporting Comprehensive Income—Expense Disaggregation Disclosures” (“ASU 2024-03”). The ASU is intended to enhance the transparency and decision usefulness of income statement expense disclosures by requiring greater disaggregation of certain expense categories. In January 2025, the FASB issued ASU 2025-01, which clarified the effective date of ASU 2024-03. For public business entities, the amendments are effective for annual reporting periods beginning after December 15, 2026, and interim reporting periods within annual reporting periods beginning after December 15, 2027. The Company is currently evaluating the impact that ASU 2024-03 will have on its consolidated financial statements and anticipates the amendments will require significant changes to the Company’s expense disclosures. In September 2025, the FASB issued ASU No. 2025-06, “Intangibles-Goodwill and Other- Internal-Use Software” (“ASU 2025-06”). The ASU is intended to modernize and clarify the threshold for when an entity is required to start capitalizing software costs and is based on when (i) management has authorized and committed to funding the software project and (ii) it is probable that the project will be completed and the software will be used to perform the function intended. ASU 2025-06 will be effective for the Company for fiscal years beginning after December 15, 2027, and interim reporting periods, with early adoption permitted. The Company is evaluating the impact of the standard on its disclosures. **Accounting Standards Adopted in Fiscal 2026** In July 2025, the FASB issued ASU No. 2025-05, “Financial Instruments-Credit Losses” (“ASU 2025-05”). The ASU is intended to provide an optional practical expedient when applying the guidance related to the estimation of expected credit losses for current accounts receivable and current contract assets resulting from transactions arising from contracts with customers. ASU 2025-05 will be effective for the Company for fiscal years beginning after December 15, 2025, and interim reporting periods, with early adoption permitted. The Company adopted the standard in the three months ended March 31, 2026 and the adoption of ASU 2025-05 did not have a material impact on its financial statements. Other than the above, the Company did not adopt any new accounting standards during the three months ended March 31, 2026. In addition, the Company has evaluated other recently issued accounting standards and does not believe that any of these standards will have a material impact on the Company’s financial statements and related disclosures as of March 31, 2026. **3. Asset Acquisition** On April 30, 2025, the Company acquired certain assets from Big Machine Label Group RLS LLC (“BMLG”) related to music masters, including associated copyrights and artwork. The Company acquired these assets to expand its music business line and this transaction was accounted for as an asset purchase, in accordance with ASC 805, Business Combinations, because substantially all of the fair value of the gross assets acquired was concentrated in a single identifiable asset which is the recorded masters. The total cost of the acquisition was $441,000, which includes cash consideration of $337,000 and direct transaction costs of $104,000. The entire cost was allocated to the recorded masters intangible asset, which is included in the line item “Intangible assets, net” and will be amortized on a straight-line basis over an estimated useful life of 8.5 years, reflecting the contractual licensing periods with the artists. - 7 - The purchase price was allocated as follows: | Consideration: | | | --- | --- | | Cash payment | $337,000 | | Direct transaction costs | 104,000 | | Total consideration | $441,000 | | Assets acquired: | | | Recorded masters | $441,000 | | Total allocated costs | $441,000 | **4. Receivables From, Payables To, and Deposits With Broker-Dealers and Clearing Organizations** Amounts receivable from, payables to, and deposits with broker-dealers and clearing organizations consisted of the following as of the periods indicated: | Line item | As of March 31, 2026 | As of December 31, 2025 | | --- | --- | --- | | Receivables from and deposits with broker-dealers and clearing organizations | | | | DTCC / OCC / NSCC (1) | $14,956,000 | $9,058,000 | | Goldman Sachs & Co. LLC ("GSCO") | 69,000 | 66,000 | | National Financial Services, LLC (“NFS”) | 2,289,000 | 2,162,000 | | Underwriting fees receivable | 896,000 | — | | FMR(2) | 50,000 | — | | Securities fail-to-deliver | 210,000 | 556,000 | | Globalshares | 76,000 | 55,000 | | Other receivables | 266,000 | 407,000 | | Total Receivables from and deposits with broker-dealers and clearing organizations | $18,812,000 | $12,304,000 | | Payables to broker-dealers and clearing organizations | | | | Securities fail-to-receive | $382,000 | $437,000 | | Payables to broker-dealers | 133,000 | 332,000 | | Total Payables to broker-dealers and clearing organizations | $515,000 | $769,000 | (1) Depository Trust & Clearing Corporation is referred to as (“DTCC”), Options Clearing Corporation is referred to as (“OCC”), and National Securities Clearing Corporation is referred to as (“NSCC”). Under the DTCC shareholders’ agreement, MSCO is required to participate in the DTCC common stock mandatory purchase. As of both March 31, 2026 and December 31, 2025, MSCO had shares of DTCC common stock valued at approximately $1.4 million, which are included within the line item “Deposits with broker-dealers and clearing organizations” on the statements of financial condition. The share value is updated annually, as of February 26, 2026 and for the year ended December 31, 2025, based on the release of DTCC’s annual amended and restated shareholder agreement. In September 2022, MSCO and RISE entered into a clearing agreement whereby RISE would introduce clients to MSCO. Refer to Note 21 – Related Party Disclosures for more detail. (2) In connection with its clearing arrangement with Green Pier, RISE is required to maintain a clearing deposit with the clearing broker. RISE funded an initial deposit of $50,000, which is held as collateral and may be applied against fees, losses, or other obligations arising under the agreement. The clearing broker may require RISE to post additional deposits from time to time based on RISE’s trading activity and assessed risk profile. Refer to Note 1 – Organization and Basis of Presentation for more detail. - 8 - **5. Fair Value Measurements** **Overview** ASC 820 defines fair value, establishes a framework for measuring fair value as well as a hierarchy of fair value inputs. Refer to the below as well as Note 2 – Summary of Significant Accounting Policies in the Company’s 2025 Form 10-K for further information regarding fair value hierarchy, valuation techniques and other items related to fair value measurements. **Financial Assets and Liabilities Measured at Fair Value on a Recurring Basis** The tables below present, by level within the fair value hierarchy, financial assets and liabilities, measured at fair value on a recurring basis for the periods indicated. As required by ASC Topic 820, financial assets and financial liabilities are classified in their entirety based on the lowest level of input that is significant to the respective fair value measurement. _As of March 31, 2026_ | Line item | Level 1 | Level 2 | Level 3 | Total | | --- | --- | --- | --- | --- | | Assets | | | | | | Cash and securities segregated for regulatory purposes | | | | | | U.S. government securities | $37,779,000 | — | — | $37,779,000 | | Securities owned, at fair value | | | | | | U.S. government securities | $16,666,000 | — | — | $16,666,000 | | Certificates of deposit | — | 113,000 | — | 113,000 | | Municipal securities | — | 234,000 | — | 234,000 | | Corporate bonds | — | 1,000 | — | 1,000 | | Equity securities | 2,430,000 | 610,000 | — | 3,040,000 | | Total Securities owned, at fair value | $19,096,000 | $958,000 | — | $20,054,000 | | Liabilities | | | | | | Securities sold, not yet purchased, at fair value | | | | | | Equity securities | $150,000 | — | — | $150,000 | | Total Securities sold, not yet purchased, at fair value | $150,000 | — | — | $150,000 | _As of December 31, 2025_ | Line item | Level 1 | Level 2 | Level 3 | Total | | --- | --- | --- | --- | --- | | Assets | | | | | | Cash and securities segregated for regulatory purposes | | | | | | U.S. government securities | $34,601,000 | — | — | $34,601,000 | | Securities owned, at fair value | | | | | | U.S. government securities | $16,654,000 | — | — | $16,654,000 | | Certificates of deposit | — | 113,000 | — | 113,000 | | Equity securities | 3,001,000 | 94,000 | — | 3,095,000 | | Total Securities owned, at fair value | $19,655,000 | $207,000 | — | $19,862,000 | | Liabilities | | | | | | Securities sold, not yet purchased, at fair value | | | | | | Equity securities | $150,000 | — | — | $150,000 | | Corporate bonds | — | 1,000 | — | 1,000 | | Options | 68,000 | — | — | 68,000 | | Total Securities sold, not yet purchased, at fair value | $218,000 | $1,000 | — | $219,000 | - 9 - The Company had U.S. government securities with the market values and maturity dates for the periods indicated below. _As of March 31, 2026_ | | | | --- | --- | | Maturing in 2026 | $37,292,000 | | Maturing in 2027 | 6,994,000 | | Maturing in 2028 | 9,920,000 | | Accrued interest | 239,000 | | Total Market value | $54,445,000 | _As of December 31, 2025_ | | | | --- | --- | | Maturing in 2026 | $44,135,000 | | Maturing in 2027 | 7,028,000 | | Accrued interest | 92,000 | | Total Market value | $51,255,000 | **Financial Assets and Liabilities Not Carried at Fair Value** Financial assets and liabilities not measured at fair value are recorded at carrying value, which approximates fair value either due to their short-term nature, or in the case of long-term assets or liabilities, management has determined the difference in the carrying value and fair value is immaterial. The tables below represents financial instruments in which the ending balances as of March 31, 2026 and December 31, 2025 are not carried at fair value in the statements of financial condition: _As of March 31, 2026_ | Line item | Carrying Value | Fair Value | Level 1 | Level 2 | Level 3 | | --- | --- | --- | --- | --- | --- | | Financial assets, not measured at fair value | | | | | | | Cash and cash equivalents | $16,157,000 | $16,157,000 | $16,157,000 | — | — | | Cash – segregated for regulatory purposes | 130,154,000 | 130,154,000 | 130,154,000 | — | — | | Securities borrowed | 256,792,000 | 256,792,000 | — | 256,792,000 | — | | Receivables from customers | 77,948,000 | 77,948,000 | — | 77,948,000 | — | | Receivables from non-customers | 1,887,000 | 1,887,000 | — | 1,887,000 | — | | Receivables from broker-dealers and clearing organizations | 12,672,000 | 12,672,000 | — | 12,672,000 | — | | Other receivables | 4,469,000 | 4,469,000 | — | 4,469,000 | — | | Deposits with broker-dealers and clearing organizations | 6,140,000 | 6,140,000 | — | 6,140,000 | — | | Total financial assets, not measured at fair value | $506,219,000 | $506,219,000 | $146,311,000 | $359,908,000 | — | | Financial liabilities, not measured at fair value | | | | | | | Securities loaned | $254,568,000 | $254,568,000 | — | $254,568,000 | — | | Payables to customers | 229,309,000 | 229,309,000 | — | 229,309,000 | — | | Payables to non-customers | 6,000 | 6,000 | — | 6,000 | — | | Drafts payable | 2,368,000 | 2,368,000 | — | 2,368,000 | — | | Payables to broker-dealers and clearing organizations | 515,000 | 515,000 | — | 515,000 | — | | Debt | 9,116,000 | 9,116,000 | — | 9,116,000 | — | | Contract termination liability | 405,000 | 405,000 | — | 405,000 | — | | Total financial liabilities, not measured at fair value | $496,287,000 | $496,287,000 | — | $496,287,000 | — | - 10 - _As of December 31, 2025_ | Line item | Carrying Value | Fair Value | Level 1 | Level 2 | Level 3 | | --- | --- | --- | --- | --- | --- | | Financial assets, not measured at fair value | | | | | | | Cash and cash equivalents | $22,408,000 | $22,408,000 | $22,408,000 | — | — | | Cash – segregated for regulatory purposes | 151,007,000 | 151,007,000 | 151,007,000 | — | — | | Securities borrowed | 408,495,000 | 408,495,000 | — | 408,495,000 | — | | Receivables from customers | 73,465,000 | 73,465,000 | — | 73,465,000 | — | | Receivables from non-customers | 1,773,000 | 1,773,000 | — | 1,773,000 | — | | Receivables from broker-dealers and clearing organizations | 6,801,000 | 6,801,000 | — | 6,801,000 | — | | Other receivables | 4,522,000 | 4,522,000 | — | 4,522,000 | — | | Deposits with broker-dealers and clearing organizations | 5,503,000 | 5,503,000 | — | 5,503,000 | — | | Total financial assets, not measured at fair value | $673,974,000 | $673,974,000 | $173,415,000 | $500,559,000 | — | | Financial liabilities, not measured at fair value | | | | | | | Securities loaned | $407,258,000 | $407,258,000 | — | $407,258,000 | — | | Payables to customers | 237,193,000 | 237,193,000 | — | 237,193,000 | — | | Payables to non-customers | 7,000 | 7,000 | — | 7,000 | — | | Drafts payable | 2,829,000 | 2,829,000 | — | 2,829,000 | — | | Payables to broker-dealers and clearing organizations | 769,000 | 769,000 | — | 769,000 | — | | Debt | 9,139,000 | 9,139,000 | — | 9,139,000 | — | | Contract termination liability | 819,000 | 819,000 | — | 819,000 | — | | Total financial liabilities, not measured at fair value | $658,014,000 | $658,014,000 | — | $658,014,000 | — | **6. Property, Office Facilities, and Equipment, Net** Property, office facilities, and equipment consisted of the following as of the periods indicated: | Line item | As of March 31, 2026 | As of December 31, 2025 | | --- | --- | --- | | Property | $6,815,000 | $6,815,000 | | Office facilities | 4,510,000 | 4,544,000 | | Equipment | 1,547,000 | 1,481,000 | | Total Property, office facilities, and equipment | 12,872,000 | 12,840,000 | | Less accumulated depreciation | (2,708,000) | (2,454,000) | | Total Property, office facilities, and equipment, net | $10,164,000 | $10,386,000 | Total depreciation expense for property, office facilities, and equipment was $309,000 and $242,000 for the three months ended March 31, 2026 and 2025, respectively. Office facilities include leasehold improvements and furniture, fixtures and other physical components of the workplace environment. Leasehold improvements generally include build-outs and modifications made to leased office spaces such as interior construction, electrical and data infrastructure, and other enhancements made to prepare the facilities for the Company’s operational use. Additions to leasehold improvements were $69,000 and $123,000 for the three months ended March 31, 2026 and 2025, respectively. Additions for furniture, fixtures, and other physical components of the workplace environment were $34,000 and $46,000, for the three months ended March 31, 2026 and 2025, respectively. Equipment additions for the three months ended March 31, 2026 and 2025 were $66,000 and $39,000, respectively. - 11 - **7. Software, Net** Software consisted of the following as of the periods indicated: | Line item | As of March 31, 2026 | As of December 31, 2025 | | --- | --- | --- | | Software | $2,060,000 | $2,052,000 | | Retail Platform | 6,343,000 | 5,993,000 | | Total Software | 8,403,000 | 8,045,000 | | Less accumulated amortization - Software | (1,619,000) | (1,516,000) | | Less accumulated amortization – Retail Platform | (835,000) | (618,000) | | Total Software, net | $5,949,000 | $5,911,000 | The Company works with various technology vendors to support the development of online platforms for the Company’s retail customer base and corporate services clients, a mobile retail trading application, as well as upgrades to the Company’s technological and operational infrastructure to support these platforms and future growth (“Retail Platform”). The total capitalized software development cost related to the Retail Platform was $6,343,000 as of March 31, 2026. Software development totaling $190,000 and $3,580,000 of the Retail Platform were placed into service in the three months ended March 31, 2026 and 2025, respectively. Total amortization of software was $320,000 and $125,000 for the three months ended March 31, 2026 and 2025, respectively. As of March 31, 2026, the Company estimates the following future amortization of software assets: | Year | Amount | | --- | --- | | $2026 | $1,027,000 | | 2027 | 1,426,000 | | 2028 | 1,301,000 | | 2029 | 1,269,000 | | 2030 and after | 926,000 | | Total | $5,949,000 | **8. Leases** As of March 31, 2026, all of the Company’s leases are classified as operating and primarily consist of office space leases expiring in 2026 through 2029. The Company elected not to include short-term leases (i.e., leases with initial terms of less than twelve months), or equipment leases (deemed immaterial) on the statements of financial condition. The Company leases some miscellaneous office equipment, but they are immaterial and therefore the Company records the costs associated with this office equipment on the statements of operations rather than capitalizing them as lease right-of-use assets. The balance of the lease right-of-use assets and lease liabilities are displayed on the statements of financial condition and the below tables display further detail on the Company’s leases. | Lease Term and Discount Rate | As of March 31, 2026 | As of December 31, 2025 | | --- | --- | --- | | Weighted average remaining lease term – operating leases (in years) | 2.4 | 2.5 | | Weighted average discount rate – operating leases | 7.6% | 7.8% | - 12 - | Line item | Three Months Ended March 31, 2026 | Three Months Ended March 31, 2025 | | --- | --- | --- | | Operating lease cost | $328,000 | $270,000 | | Short-term lease cost | 48,000 | 100,000 | | Variable lease cost | 78,000 | 97,000 | | Total Rent and occupancy | $454,000 | $467,000 | | Cash paid for amounts included in the measurement of lease liabilities | | | | Operating cash flows from operating leases | $360,000 | $267,000 | | Lease right-of-use assets obtained in exchange for new lease liabilities | | | | Operating leases | — | — | **Lease Commitments** Future annual minimum payments for operating leases with initial terms of greater than one year as of March 31, 2026 were as follows: | Year | Amount | | --- | --- | | 2026 | $875,000 | | 2027 | 919,000 | | 2028 | 632,000 | | 2029 | 13,000 | | Remaining balance of lease payments | 2,439,000 | | Less: difference between undiscounted cash flows and discounted cash flows | 202,000 | | Lease liabilities | $2,237,000 | In January 2026, the Company entered into a ten-year lease agreement for an office space located in West Hollywood, CA with a commencement date of July 2026. This branch office contains approximately 10,000 square feet of interior and exterior space, and the average annual rent is $681,000. **9. Goodwill and Other Intangible Assets, Net** **Goodwill** As of March 31, 2026 and December 31, 2025, the Company’s carrying amount of goodwill was $1,989,000 and $2,319,000, respectively. As of March 31, 2026, $1,989,000 of the Company’s carrying amount of goodwill came from the Company’s acquisition of RISE and $330,000 came from the Company’s acquisition of GM. During the three months ended March 31, 2026, management identified indicators related to the Media, Sports, and Entertainment reporting unit, including the reporting unit’s operating results, revised outlook, and changes in market capitalization. As a result, the Company performed a quantitative goodwill impairment assessment for the Media, Sports and Entertainment reporting unit. Based on this assessment, management concluded that the carrying amount of the reporting unit exceeded its fair value by an amount greater than the goodwill assigned to the reporting unit. The analysis indicated that the estimated fair value of the reporting unit was below its updated carrying amount as of March 31, 2026. The decline in fair value was primarily attributable to higher start-up, artist-development, marketing, production, personnel, and infrastructure costs than originally anticipated, as well as fewer artist/talent contracts and related revenue-generating opportunities materializing than initially projected. These factors reduced forecasted cash flows and delayed the reporting unit’s expected path to profitability. The discounted cash flow analysis included significant assumptions related to revenue growth, timing of artist/talent contract activity, artist-development and production costs, marketing spend, personnel costs, expected timing of profitability, and the discount rate. The fair value estimate is sensitive to changes in these assumptions, including the timing and amount of future revenue-generating opportunities and the reporting unit’s ability to scale operating costs. - 13 - Accordingly, the Company recorded a noncash goodwill impairment charge of $330,000 during the three months ended March 31, 2026, representing the full carrying amount of goodwill assigned to the Media, Sports, and Entertainment reporting unit. The impairment charge is included in the line item “Goodwill impairment” in the statements of operations. The Company also evaluated its Financial Services reporting unit and concluded that no impairment existed as of March 31, 2026. **Other Intangible Assets, Net** As a result of the Company’s acquisition of GM in 2024, the Company acquired an intangible asset consisting of a GM artist contract, the fair value of which was $778,000 as of the acquisition date. Amortization commenced upon acquisition and is recognized over its estimated useful life of 4 years. Amortization expense for this intangible asset was $48,000 for both the three months ended March 31, 2026 and 2025. On April 30, 2025, the Company acquired certain assets from BMLG related to music masters, including associated copyrights and artwork. The acquisition was accounted for as an asset purchase, in accordance with ASC 805, Business Combinations, as substantially all of the fair value of the gross assets acquired was concentrated in a single identifiable asset which is the recorded masters. The entire cost of $441,000 was allocated to the recorded masters intangible asset, which is amortized on a straight-line basis over an estimated useful life of 8.5 years, reflecting the contractual licensing periods with the artists. Amortization expense for this intangible asset was $13,000 for the three months ended March 31, 2026. As of March 31, 2026, the Company estimates the following future amortization of its intangible assets: | Year | Amount | | --- | --- | | 2026 | $39,000 | | 2027 | 52,000 | | 2028 | 52,000 | | 2029 | 52,000 | | 2030 and after | 198,000 | | Total | $393,000 | During the three months ended March 31, 2026, the Company identified indicators of impairment related to the GM artist contract intangible asset associated with the Media, Sports and Entertainment reporting unit, primarily due to changes in the expected economics of the related artist contract and lower-than-expected performance of related revenue opportunities. These factors reduced projected cash flows, and the Company performed a recoverability assessment under ASC 360. Based on the assessment, the Company determined that the carrying amount of the asset was not recoverable and recorded a noncash impairment charge of $454,000, representing the full remaining net carrying amount of the affected asset. The impairment charge is included in “Intangible asset impairment” in the statements of operations, and following the impairment, no remaining carrying value was assigned to the affected asset. **10. Investments, Cost** In the second quarter of 2025, the Company made strategic investments for a total of $2.0 million in Fusion IQ, a cloud-native digital wealth management platform for financial advisors and institutions. As of March 31, 2026, the Company maintained a 4% ownership interest in FusionIQ. As part of its investment in FusionIQ, the Company has certain voting rights as protective provisions requiring the Company’s consent to amend the operating agreement, pay dividends, incur indebtedness in excess of $750,000 or enter into a related party transaction of $100,000 or more. The investment does not have a readily determinable fair value since FusionIQ is a private company and its shares are not publicly traded. Accordingly, the Company elected the measurement alternative under ASC 321, whereby the investment is measured at cost, less impairment, if any, and adjusted for observable price changes in orderly transactions for the identical or similar investment of the same issuer. In December 2025, Fusion IQ issued a convertible promissory note to the Company in the principal amount of $350,000. The note accrues interest at a simple annual rate of 12% from the date of issuance. The principal balance and accrued interest are payable at any time on or after the one-year anniversary of the issuance date, at the election of FusionIQ or upon demand by the holder, unless earlier converted into equity interests. As of both March 31, 2026 and December 31, 2025, the Company recorded $2.0 million in “Investments, cost” and $350,000 in “Notes receivables” on the statements of financial condition related to these transactions. As of March 31, 2026, management concluded that its investment in FusionIQ was not impaired and that no additional events or changes in circumstances were identified that could have a significant effect on the original valuation of the investment. In the first quarter of 2026, the Company made a $2.5 million investment in Arqitech, Inc. (“Arqitech”), consisting of $0.5 million in common stock and $2.0 million in debt. Arqitech is an institutional-grade, non-custodial digital asset infrastructure platform that provides on-chain settlement, cross-chain execution, and decentralized financial technology solutions for regulated financial institutions. As part of the investment, the Company expects to receive repayment of $2.0 million of debt commencing in July 2026. As of March 31, 2026, the Company recorded $0.5 million in “Investments, cost” and $2.0 million in “Notes receivables” on the statements of financial condition related to this investment. - 14 - **11. Long-Term Debt** **Mortgage with East West Bank** ***Overview*** On December 30, 2021, the Company purchased the Miami office building for approximately $6.8 million, and the Company entered into a mortgage with East West Bancorp, Inc. (“East West Bank”) for approximately $4 million to finance part of the purchase of the Miami office building as well as $338,000 to finance part of the build out of the Miami office building. As of March 31, 2026 and December 31, 2025, the Company’s outstanding balance of the mortgage was $4,116,000 and $4,140,000, respectively. The Company’s obligations under the mortgage are secured by a lien on the Miami office building and the term of the loan is ten years. The repayment schedule will utilize a 30-year amortization period, with a balloon on the remaining amount due at the end of ten years. The interest rate is 3.6% for the first 7 years, and thereafter the interest rate will be at the prime rate as reported by the Wall Street Journal, provided that the minimum interest rate on any term loan will not be less than 3.6%. As part of the agreement, the Company must maintain a debt service coverage ratio of 1.4 to 1. The loan is subject to a prepayment penalty over the first five years which is calculated as a percentage of the principal amount outstanding at the time of prepayment. This percentage is 5% in the first year and decreases by 1% each year thereafter, with the prepayment penalty ending after 5 years. As of March 31, 2026, the Company was in compliance with all of its covenants related to this agreement. ***Remaining Payments*** Future remaining annual minimum principal payments for the mortgage with East West Bank as of March 31, 2026 were as follows: | Year | Amount | | --- | --- | | 2026 | $68,000 | | 2027 | 95,000 | | 2028 | 98,000 | | 2029 | 112,000 | | 2030 | 117,000 | | Thereafter | 3,626,000 | | Total | $4,116,000 | The interest expense related to this mortgage was $37,000 and $38,000 for the three months ended March 31, 2026, and 2025, respectively. As of March 31, 2026, the interest rate for this mortgage was 3.6%. **12. Deferred Contract Incentive** Effective August 1, 2021, MSCO entered into an amendment to its clearing agreement with NFS that, among other things, extended the term of the arrangement for an additional four-year period ending July 31, 2025. Under this amendment, the Company received a one-time business development credit of $3.0 million and four annual credits of $100,000. These amounts were recorded in the line item “Deferred contract incentive” on the statements of financial condition and were recognized as contra expense within “Clearing fees, including execution costs” on the statements of operations - the business development credit over four years and the annual credits over one year. The 2021 amendment term was completed as of July 31, 2025 and there were no early termination fees recognized during the period of this arrangement. - 15 - Effective September 29, 2025, MSCO entered into a subsequent amendment to its clearing agreement with NFS, extending the term of the arrangement for an additional five-year period, commencing September 26, 2025 and ending October 1, 2030. In connection with this amendment, the Company received a one-time business development credit of $4.8 million, which is recorded in “Deferred contract incentive” on the statements of financial condition and will be recognized as a contra expense over the five-year contract term within “Clearing fees, including execution costs.” The amendment also includes an early termination fee provision. Refer to Note 18 – Commitments, Contingencies, and Other for further information. In relation to these agreements, the Company recognized $240,000 and $213,000 in contra expense for the three months ended March 31, 2026, and 2025, respectively. As of March 31, 2026 and December 31, 2025, the balance of the deferred contract incentive was approximately $4.3 million and $4.6 million, respectively. **13. Revenue Recognition** Refer to Note 2 – Summary of Significant Accounting Policies in Company’s 2025 Form 10-K for detail on the Company’s primary sources of revenue and the corresponding accounting treatment. There were no significant changes to the Company’s accounting policies for the three months ended March 31, 2026 for revenue recognition. **Disaggregation of Revenue** The Company generated a significant portion of its revenue from financial instruments comprising of margin revenue, securities lending, principal transactions and proprietary trading, and interest revenue. These net interest and other revenues are not within the scope of Topic 606, because they are generated from financial instruments covered by various other areas of GAAP. Market making activities are not within the scope of Topic 606, as they do not meet the definition of a contract with a customer under the standard. Consequently, revenue and expenses related to market making activity are accounted for separately and not included in the revenue figures presented in accordance with Topic 606. The Company also has fee revenue and transaction revenue which are within the scope of Topic 606, Revenue from Contracts with Customers. Topic 606 requires that an entity recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. The guidance requires an entity to follow a five-step model to (a) identify the contract(s) with a customer, (b) identify the performance obligations in the contract, (c) determine the transaction price, (d) allocate the transaction price to the performance obligations in the contract, and (e) recognize revenue when (or as) the entity satisfies a performance obligation. In determining the transaction price, an entity may include variable consideration only to the extent that it is probable that a significant reversal in the amount of cumulative revenue recognized would not occur when the uncertainty associated with the variable consideration is resolved. - 16 - The table below presents detailed information on the Company’s recognition of revenue from contracts with customers as well as revenues from financial instruments, which are outside the scope of Topic 606, by major types of services for the periods indicated. | Line item | Three Months Ended March 31, 2026 | Three Months Ended March 31, 2025 | | --- | --- | --- | | Revenues from Contracts with Customers | | | | Principal transactions and proprietary trading | | | | Riskless principal transactions with customers | $4,236,000 | $3,740,000 | | Commissions and fees | | | | Brokerage commissions | 1,798,000 | 1,543,000 | | Distribution fees | 392,000 | 357,000 | | Insurance commissions | 135,000 | 202,000 | | Interest, marketing and distribution fees | | | | Marketing and distribution fees | 639,000 | 500,000 | | Stock borrow / stock loan | | | | Retail fees (rebates) | 9,000 | 6,000 | | Stock locate services | 4,859,000 | 4,032,000 | | Advisory fees | 1,010,000 | 748,000 | | Other income | | | | Administrative fees | 387,000 | 431,000 | | Payment for order flow | 654,000 | 343,000 | | Music and artist services revenue | 248,000 | — | | NIL revenue | 95,000 | — | | Investment Banking | | | | Underwriting fees | 1,348,000 | — | | Financial advisory fees | 225,000 | — | | Total Revenues from contracts with customers | $16,035,000 | $11,902,000 | | Revenue Outside the Scope of Topic 606 | | | | Principal transactions and proprietary trading | | | | Proprietary trading | (308,000) | (12,000) | | Proprietary trading - equity investment | — | 9,233,000 | | Interest, marketing and distribution fees | | | | Margin interest | 2,833,000 | 3,395,000 | | Interest income | 2,402,000 | 3,050,000 | | Stock borrow / stock loan | | | | Stock rebate revenue | 1,963,000 | 799,000 | | Market making | 545,000 | 552,000 | | Total Revenue outside the scope of Topic 606 | 7,435,000 | 17,017,000 | | Total Revenue | $23,470,000 | $28,919,000 | - 17 - **14. Income Taxes** The Company’s provision for income taxes consists of federal and state taxes, as applicable, in amounts necessary to align the Company’s year-to-date tax provision with the effective rate that it expects to achieve for the full year. Each quarter the Company updates its estimate of the annual effective tax rate and records cumulative adjustments as necessary. As of March 31, 2026, the Company has concluded that its deferred tax assets are realizable on a more-likely-than-not basis with the exception of investments that are expected to generate capital losses when realized. For the three months ended March 31, 2026, the Company recorded an income tax benefit of $895,000 on pre-tax book loss of $2,867,000. The effective tax rate for the three months ended March 31, 2026 was 31%. The effective tax rate differs from the federal statutory rate of 21% primarily related to certain permanent tax differences and state and local taxes. For the three months ended March 31, 2025, the Company recorded an income tax provision of $1,835,000 on pre-tax book income of $10,496,000. The effective tax rate for the three months ended March 31, 2025 was 17%. The effective tax rate differs from the federal statutory rate of 21% primarily related to the Company’s ability to utilize certain deferred tax assets for capital loss carryforwards to offset expected capital gains on its Investment in Equity Security. These capital loss carryforwards were not previously realizable on a more-likely-than-not basis and the Company has reversed a portion of its valuation allowance resulting in an income tax benefit. As of both March 31, 2026 and December 31, 2025, the Company recorded an uncertain tax position of $63,000 related to various tax matters, which is included in the line item “Taxes receivable” in the statements of financial condition. **15. Capital Requirements** **MSCO** ***Net Capital*** MSCO is subject to the Uniform Net Capital Rules of the SEC (Rule 15c3-1) of the Exchange Act. Under the alternate method permitted by this rule, net capital, as defined, shall not be less than the lower of $1 million or 2% of aggregate debit items arising from customer transactions. As of March 31, 2026, MSCO’s net capital was $56.2 million, which was approximately $54.4 million in excess of its required net capital of $1.8 million, and its percentage of aggregate debit balances to net capital was 62.48%. As of December 31, 2025, MSCO’s net capital was $61.7 million, which was approximately $60.0 million in excess of its required net capital of $1.7 million, and its percentage of aggregate debit balances to net capital was 72.52%. MSCO is also subject to CFTC’s minimum financial requirements which require that the Company maintain net capital, as defined, equal to the greater of its requirements under Regulation 1.17 under the Commodity Exchange Act or Rule 15c3-1. As of March 31, 2026, MSCO’s net capital was $56.2 million, which was approximately $56.2 million in excess of its required net capital of $45,000. As of December 31, 2025, MSCO’s net capital was $61.7 million, which was approximately $61.7 million in excess of its required net capital of $45,000. - 18 - ***Special Reserve Account*** MSCO is subject to Customer Protection Rule 15c3-3 which requires segregation of funds in a special reserve account for the exclusive benefit of customers. As of March 31, 2026, MSCO had cash and securities deposits of $165.4 million (cash of $127.6 million, securities with a fair value of $37.8 million) in the special reserve accounts which was $8.4 million in excess of the deposit requirement of $157.0 million. After adjustments for deposit(s) and / or withdrawal(s) made on April 1, 2026, MSCO had $1.4 million in excess of the deposit requirement. As of December 31, 2025, MSCO had cash and securities deposits of $184.3 million (cash of $149.7 million, securities with a fair value of $34.6 million) in the special reserve accounts which was $15.1 million in excess of the deposit requirement of $169.2 million. MSCO made no subsequent deposits or withdrawals on January 2, 2026. As of March 31, 2026, MSCO was subject to the PAB Account Rule 15c3-3 of the SEC which requires segregation of funds in a special reserve account for the exclusive benefit of proprietary accounts of introducing broker-dealers. As of March 31, 2026, MSCO had $2.5 million in the special reserve account which was approximately $1.5 million in excess of the deposit requirement of approximately $1.0 million. After adjustments for deposit(s) and / or withdrawal(s) made on April 1, 2026, MSCO had $0.2 million in excess of the deposit requirement. As of December 31, 2025, MSCO had $1.3 million in the special reserve account which was approximately $0.2 million in excess of the deposit requirement of approximately $1.1 million. MSCO made no subsequent deposits or withdrawals on January 2, 2026. **RISE** ***Net Capital*** RISE, as a member of FINRA, is subject to the SEC Uniform Net Capital Rule 15c3-1. This rule requires the maintenance of minimum net capital and that the ratio of aggregate indebtedness to net capital, both as defined, shall not exceed 15 to 1 and that equity capital may not be withdrawn, or cash dividends paid if the resulting net capital ratio would exceed 10 to 1. RISE is also subject to the CFTC’s minimum financial requirements which require that RISE maintain net capital, as defined, equal to the greater of its requirements under Regulation 1.17 under the Commodity Exchange Act or Rule 15c3-1. As of March 31, 2026, RISE’s net capital was approximately $1.2 million which was approximately $0.9 million in excess of its minimum requirement of $250,000 under 15c3-1 and approximately $1.1 million in excess of its minimum requirement of $45,000 under CFTC 1.17. As of December 31, 2025, RISE’s net capital was approximately $1.2 million which was approximately $0.9 million in excess of its minimum requirement of $250,000 under 15c3-1 and approximately $1.1 million in excess of its minimum requirement of $45,000 under CFTC 1.17. **16. Financial Instruments with Off-Balance Sheet Risk** The Company enters into various transactions to meet the needs of customers, conduct trading activities, and manage market risks and is, therefore, subject to varying degrees of market and credit risk. Refer to the below as well as Note 18 – Financial Instruments with Off-Balance Sheet Risk in the Company’s 2025 Form 10-K for further information. - 19 - As of March 31, 2026, the Company had margin loans extended to its customers of approximately $392.0 million, of which $77.9 million is within the line item “Receivables from customers” on the statements of financial condition. As of December 31, 2025, the Company had margin loans extended to its customers of approximately $378.9 million, of which $73.5 million is in the line item “Receivables from customers” on the statements of financial condition. There were no material losses for unsettled customer transactions for the three months ended March 31, 2026 and 2025. The following table presents information about the Company’s securities borrowing and lending activity depicting the potential effect of rights of setoff between these recognized assets and liabilities. _As of March 31, 2026_ | Line item | Gross Amounts of Recognized Assets and Liabilities | Gross Amounts Offset in the Consolidated Statements of Financial Condition1 | Net Amounts Presented in the Consolidated Statements of Financial Condition | FMV - Collateral Received or Pledged2 | Net Amount3 | | --- | --- | --- | --- | --- | --- | | Assets | | | | | | | Securities borrowed | $256,792,000 | — | $256,792,000 | $254,374,000 | $2,418,000 | | Liabilities | | | | | | | Securities loaned | $254,568,000 | — | $254,568,000 | $252,308,000 | $2,260,000 | _As of December 31, 2025_ | Line item | Gross Amounts of Recognized Assets and Liabilities | Gross Amounts Offset in the Consolidated Statements of Financial Condition1 | Net Amounts Presented in the Consolidated Statements of Financial Condition | FMV - Collateral Received or Pledged2 | Net Amount3 | | --- | --- | --- | --- | --- | --- | | Assets | | | | | | | Securities borrowed | $408,495,000 | — | $408,495,000 | $391,168,000 | $17,327,000 | | Liabilities | | | | | | | Securities loaned | $407,258,000 | — | $407,258,000 | $389,817,000 | $17,441,000 | (1) Amounts represent recognized assets and liabilities that are subject to enforceable master agreements with rights of setoff. The Company did not net any securities borrowed or securities loaned as of March 31, 2026 or December 31, 2025. (2) Represents the fair value of collateral the Company had received or pledged under enforceable master agreements. (3) Represents the total contract value as presented in the financial statements less the fair market value of the collateral received or pledged. - 20 - **17. Earnings Per Common Share** The following table sets forth the computation of basic and diluted earnings per common share for the three months ended March 31, 2026 and 2025. | Line item | Three Months Ended March 31, 2026 | Three Months Ended March 31, 2025 | | --- | --- | --- | | Net income (loss) | $(1,972,000) | $8,661,000 | | Less net income (loss) attributable to noncontrolling interests | — | (3,000) | | Net income (loss) available to common stockholders | $(1,972,000) | $8,664,000 | | Weighted-average common shares outstanding - basic | 40,802,936 | 40,192,036 | | Dilutive effect of unvested shares | 139,950 | 42,988 | | Weighted-average common shares used to compute diluted loss per share | 40,942,886 | 40,235,024 | | Net income (loss) per share attributable to common stockholders: | | | | Basic | $(0.05) | $0.22 | | Diluted | $(0.05) | $0.22 | Basic earnings per common share is calculated by dividing net income attributable to common shareholders by the weighted-average number of common shares outstanding during the period. Diluted earnings per common share is calculated by adjusting the weighted-average number of common shares outstanding for the potential dilutive effect of securities, if applicable. For the three months ended March 31, 2026 and 2025, the Company had 805,000 and 300,000 antidilutive shares outstanding, respectively. These restricted stock units were excluded from the computation of diluted net income per share because the effect would be anti-dilutive. **18. Commitments, Contingencies, and Other** **Legal and Regulatory Matters** In the normal course of business, the Company may be subject to various proceedings and claims arising from its business activities, including lawsuits, arbitration claims and regulatory matters. The Company is also involved in other reviews, investigations and proceedings by governmental and self-regulatory organizations regarding the business, which may result in adverse judgments, settlements, fines, penalties, injunctions and other relief. In many cases, however, it is inherently difficult to determine whether any loss is probable or reasonably possible or to estimate the amount or range of any potential loss, particularly where proceedings may be in relatively early stages. In the Company’s opinion, based on currently available information, the ultimate resolution of current matters will not have a material adverse impact on the Company’s financial position and results of operations as of March 31, 2026. However, resolution of one or more of these matters may have a material effect on the results of operations in any future period, depending upon the ultimate resolution of those matters and depending upon the level of income for such period. - 21 - **Overnight Financing** As of both March 31, 2026 and December 31, 2025, MSCO had an available line of credit for short term overnight demand borrowing with BMO Harris Bank (“BMO Harris”) of up to $25 million. As of those dates, MSCO had no outstanding loan balance and there were no commitment fees or other restrictions on the line of credit. The Company utilizes customer or firm securities as a pledge for short-term borrowing needs. The interest expense for this credit line was $0 and $1,000 for the three months ended March 31, 2026 and 2025, respectively. There was a commitment fee of $3,000 and $2,000 associated with the utilization of this credit line for the three months ended March 31, 2026 and 2025, respectively. **BMO Credit Agreement** On November 22, 2024, MSCO entered into a Credit Agreement (the “BMO Credit Agreement”) with BMO Bank N.A. (“BMO”), a national banking association. The BMO Credit Agreement provides for a revolving credit facility of up to $20,000,000. The Company may use any borrowings under the BMO Credit Agreement to finance NSCC Deposit Requirements (other than an Adequate Assurance Deposit) and withdrawals from a Reserve Account. As part of the agreement, the MSCO entered into a Parent Guaranty agreement with Siebert guaranteeing repayment of any debt issued to MSCO. Effective November 22, 2025, MSCO renewed the BMO Credit Agreement with BMO until November 20, 2026. Borrowings under the BMO Credit Agreement bears interest on the outstanding daily balance at a rate of interest per annum equal 2.5% plus the greater of: (a) Term SOFR for such day plus 0.11448% and (b) Federal Funds Target Range – Upper Limit and (c) 0.25%. The annual commitment fee is equal to one half of one percent (0.50%) of the average daily unused portion of the commitment of $20,000,000. The BMO Credit Agreement contains customary affirmative covenants and negative covenants and requires MSCO maintain minimum total regulatory capital of $45,000,000, excess net capital of 20,000,000, assets to total regulatory capital ratio of not more than 5.0 to 1.0, and a minimum liquidity ratio of not less than 1.0. The Company was in compliance with the requirements of the BMO credit agreement as of March 31, 2026. There was no interest expense for the BMO Credit Agreement for the three months ended March 31, 2026 or 2025. The Company incurred commitment fees of $26,000 and $21,000 for the three months ended March 31, 2026 and 2025, respectively. **EWB Credit Agreement** On August 15, 2024, the Company entered into a Loan and Security Agreement (the “EWB Credit Agreement”) with East West Bank (“EWB”), a California banking corporation, dated as of July 29, 2024. The EWB Credit Agreement provides for a revolving credit facility of up to $20,000,000. The maturity date of the EWB Credit Agreement is July 29, 2027. The Company may use any borrowings under the EWB Credit Agreement for acquisitions, stock buybacks, and for general corporate purposes in an amount not to exceed $10,000,000. Obligations under the EWB Credit Agreement are guaranteed by John J. Gebbia, the Company’s Chief Executive Officer, Gloria E. Gebbia, a Director of the Company, and John J. Gebbia and Gloria E. Gebbia, as co-trustees of the John and Gloria Living Trust. The amount outstanding related to the EWB Credit Agreement was $5 million as of both March 31, 2026, and December 31 2025. The interest expense for this credit line was $95,000 and $0 for the three months ended March 31, 2026 and 2025, respectively. Borrowings under the EWB Credit Agreement bear interest on the outstanding daily balance at a rate of interest per annum equal to the greater of: (a) the one-month Term Secured Overnight Financing Rate (“Term SOFR”), as administered by CME Group Benchmark Administration plus 3.15% and (b) 7.50%. The origination fee is equal to one half of one percent (0.50%) of the $20,000,000 revolver cap. The EWB Credit Agreement contains customary affirmative covenants and negative covenants and requires the Company to maintain a minimum debt service coverage ratio of not less than 1.35:1.00 and minimum net capital of $43,000,000. **Shelf Registration Statement and At the Market Offering** The Company’s shelf registration statement on Form S-3 and related Sales Agreement were previously disclosed in the 2025 Form 10-K. No shares were sold under the Sales Agreement during the three months ended March 31, 2026. As of the filing date of this Report, because the Company’s public float is below $75.0 million, future primary offerings on Form S-3 are subject to the limitations of General Instruction I.B.6 of Form S-3 known as the “baby shelf rules”. - 22 - **NFS Contract** Effective September 29, 2025, MSCO entered into an amendment to its clearing agreement with NFS that, among other things, extends the term of the arrangement for an additional five-year period commencing on September 26, 2025 and ending October 1, 2030. If the Company chooses to exit this agreement before the end of the contract term, the Company is under the obligation to pay an early termination fee upon occurrence pursuant to the table below: | Date of Termination | Early Termination Fee | | --- | --- | | Prior to October 2, 2026 | $10,000,000 | | Prior to October 2, 2027 | $8,000,000 | | Prior to October 2, 2028 | $6,000,000 | | Prior to October 2, 2029 | $5,000,000 | | Prior to October 2, 2030 | $4,000,000 | For the three months ended March 31, 2026 and 2025, there has been no expense recognized for any early termination fees. The Company believes that it is unlikely it will have to make material payments related to early termination fees and has not recorded any contingent liability in the financial statements related to this arrangement. **Media Partnership** On March 4, 2026, the Company entered into a media partnership agreement with a multimedia news platform operator for sponsored programming, branded financial content, and promotional integrations over a term of approximately 50 weeks, commencing March 16, 2026. The total contract value is $1.0 million, payable in a combination of cash and shares of the Company’s common stock, with a portion payable in advance. The agreement is non-cancellable. The Company recognizes advertising expense as the related services are received. For the three months ended March 31, 2026, the Company recognized approximately $100,000 of advertising expense, which is included in “Advertising and promotion” in the statements of operations. In addition, the Company recorded approximately $200,000 of prepaid advertising for amounts paid in advance, which is included in “Prepaid expenses and other assets” in the statements of financial condition. **General Contingencies** The Company’s general contingencies are included in Note 20 – Commitments, Contingencies, and Other in the Company’s 2025 Form 10-K. Other than the below, there have been no material updates to the Company’s general contingencies during the three months ended March 31, 2026. The Company is self-insured with respect to employee health claims. As part of this plan, the Company recognized expenses of $416,000 and $385,000 for the three months ended March 31, 2026 and 2025, respectively. The Company had an accrual of $94,000 and $71,000 as of March 31, 2026 and December 31, 2025, respectively, which represents the estimate of future expense to be recognized for claims incurred during the periods. The Company believes that its present insurance coverage and reserves are sufficient to cover currently estimated exposures, but there can be no assurance that the Company will not incur liabilities in excess of recorded reserves or in excess of its insurance limits. **19. Segment Reporting** The Company operates two reportable segments, Financial Services, and Media, Sports and Entertainment. The Financial Services segment includes the Company’s broker-dealer and related financial services operations. The Media, Sports and Entertainment segment includes the Company’s entertainment and sports management and related marketing, advertising, and production activities. The Chief Operating Decision Maker (“CODM”) is the Company’s Chief Executive Officer and evaluates segment performance and allocates resources using operating income, which represents the Company’s measure of segment profit or loss (the “Segment Measure”). The CODM also considers excess net capital as an operational metric in maintaining capital adequacy. Although asset information is provided to the CODM, segment performance is not evaluated based on asset measures; therefore, segment asset disclosures are not presented. - 23 - In accordance with ASC Topic 280, the Company discloses significant expense categories that are regularly reviewed by the CODM. | Three Months Ended March 31, 2026 | Financial Services | Media, Sports and Entertainment | Total | | --- | --- | --- | --- | | Commissions and fees | $2,325,000 | — | $2,325,000 | | Interest, marketing and distribution fees | 5,874,000 | — | 5,874,000 | | Principal transactions and proprietary trading | 3,928,000 | — | 3,928,000 | | Investment banking | 1,573,000 | — | 1,573,000 | | Market making | 545,000 | — | 545,000 | | Stock borrow / stock loan | 6,831,000 | — | 6,831,000 | | Advisory fees | 1,010,000 | — | 1,010,000 | | Other income | 1,041,000 | — | 1,041,000 | | Music and artist services revenue | — | 248,000 | 248,000 | | NIL revenue | — | 95,000 | 95,000 | | Total Revenue | 23,127,000 | 343,000 | 23,470,000 | | Significant segment expenses: | | | | | Employee compensation and benefits | 15,643,000 | 529,000 | 16,172,000 | | Clearing fees, including execution costs | 597,000 | — | 597,000 | | Technology and communications | 1,799,000 | 6,000 | 1,805,000 | | Other general and administrative | 1,395,000 | 160,000 | 1,555,000 | | Data processing | 1,286,000 | — | 1,286,000 | | Rent and occupancy | 417,000 | 37,000 | 454,000 | | Professional fees | 1,617,000 | 81,000 | 1,698,000 | | Depreciation and amortization | 677,000 | 13,000 | 690,000 | | Goodwill impairment | — | 330,000 | 330,000 | | Intangible asset impairment | — | 454,000 | 454,000 | | Interest expense | 218,000 | — | 218,000 | | Advertising and promotion | 580,000 | 320,000 | 900,000 | | Music production, manufacturing and distribution | — | 178,000 | 178,000 | | Total Expenses | 24,229,000 | 2,108,000 | 26,337,000 | | Operating loss | $(1,102,000) | $(1,765,000) | $(2,867,000) | | Three Months Ended March 31, 2025 | Financial Services | Media, Sports and Entertainment | Total | | --- | --- | --- | --- | | Commissions and fees | $2,102,000 | — | $2,102,000 | | Interest, marketing and distribution fees | 6,945,000 | — | 6,945,000 | | Principal transactions and proprietary trading | 12,961,000 | — | 12,961,000 | | Investment banking | — | — | — | | Market making | 552,000 | — | 552,000 | | Stock borrow / stock loan | 4,837,000 | — | 4,837,000 | | Advisory fees | 748,000 | — | 748,000 | | Other income | 774,000 | — | 774,000 | | Music and artist services revenue | — | — | — | | NIL revenue | — | — | — | | Total Revenue | 28,919,000 | — | 28,919,000 | | Significant segment expenses: | | | | | Employee compensation and benefits | 11,922,000 | — | 11,922,000 | | Clearing fees, including execution costs | 454,000 | — | 454,000 | | Technology and communications | 1,105,000 | — | 1,105,000 | | Other general and administrative | 1,499,000 | 10,000 | 1,509,000 | | Data processing | 949,000 | — | 949,000 | | Rent and occupancy | 451,000 | 16,000 | 467,000 | | Professional fees | 1,344,000 | 15,000 | 1,359,000 | | Depreciation and amortization | 415,000 | — | 415,000 | | Interest expense | 89,000 | — | 89,000 | | Advertising and promotion | 154,000 | — | 154,000 | | Music production, manufacturing and distribution | — | — | — | | Total Expenses | 18,382,000 | 41,000 | 18,423,000 | | Operating income (loss) | $10,537,000 | $(41,000) | $10,496,000 | - 24 - **20. Employee Benefit Plans** The Company sponsors a defined-contribution retirement plan under Section 401(k) of the Internal Revenue Code that covers substantially all employees (“401(k) plan”). Participant contributions to the 401(k) plan are voluntary and are subject to certain limitations. The Company may also make discretionary contributions to the plan. For 401(k) employee contribution matching, the Company incurred expense of $186,000 and $152,000 for the three months ended March 31, 2026 and 2025, respectively. On September 17, 2021, the Company’s shareholders approved the Siebert Financial Corp. 2021 Equity Incentive Plan (the “Plan”). The Plan authorizes the issuance of stock options, restricted stock, and other equity-based awards to employees, officers, directors, consultants, affiliates, and other service providers. The Plan originally provided for up to 3,000,000 shares of the Company’s common stock. On November 18, 2025, at the Annual Shareholder Meeting, shareholders approved an amendment and restatement of the Plan (the “Amended Plan”) to increase the number of shares available and reserved for issuance to 5,000,000. As of March 31, 2026, 2,194,000 shares remained available for issuance under the Amended Plan. The table below presents the Plan awards granted and the related fair values for the three months ended March 31, 2026. | Line item | Shares | Weighted- Average Grant Date Fair Value | | --- | --- | --- | | Nonvested as of December 31, 2025 | 1,350,000 | $2.77 | | Granted | 185,000 | 3.10 | | Vested | (505,000) | 2.86 | | Nonvested as of March 31, 2026 | 1,030,000 | $2.78 | As of March 31, 2026, there was $2,623,000 of total unrecognized compensation cost related to nonvested shares granted. The cost is expected to be recognized over a weighted average period of 3.21 years. The Company recognized stock-based compensation expense of $832,000 and $554,000 for the three months ended March 31, 2026 and 2025, respectively, which is included in the line item “Employee compensation and benefits”. The Company did not capitalize any stock-based compensation expense for the three months ended March 31, 2026 and 2025. **21. Related Party Disclosures** **KCA** KCA owns a license from the Muriel Siebert Estate / Foundation to use the names “Muriel Siebert & Co., Inc.” and “Siebert” within business activities, which expires in 2026. The Company did not pass through any costs for the use of these names for either the three months ended March 31, 2026 and 2025. KCA has earned no profit for providing any services to the Company as KCA passed through any revenue or expenses to the Company’s subsidiaries for the three months ended March 31, 2026 and 2025. - 25 - **PW** PW brokers the insurance policies for related parties. Revenue for PW from related parties was $23,000 and $6,000 for the three months ended March 31, 2026 and 2025, respectively. **Gloria E. Gebbia, John J. Gebbia, and Gebbia Family Members** The three sons of Gloria E. Gebbia and John J. Gebbia hold executive positions within the Company’s subsidiaries and their compensation was in aggregate $1,028,000 and $872,000 for the three months ended March 31, 2026 and 2025, respectively. Part of their compensation includes payments related to key revenue streams. On May 22, 2023, Gloria E. Gebbia issued a warrant to BCW Securities LLC, a Delaware limited liability company, to purchase 403,780 shares of common stock of the Company held by Gloria E. Gebbia at an exercise price of $2.15 per share. Refer to Note 6 - Kakaopay Transaction in the Company’s 2025 Form 10-K for further information. **Gebbia Sullivan County Land Trust** The Company operates on a month-to-month lease agreement for its branch office in Omaha, Nebraska with the Gebbia Sullivan County Land Trust, the trustee of which is a member of the Gebbia Family. For the three months ended March 31, 2026 and 2025, rent expense was $10,000 and $15,000 respectively for this branch office. In March 2026, the Gebbia Sullivan County Land Trust terminated the lease agreement with the Company. **EWB Credit Agreement** On August 15, 2024, the Company entered into the EWB Credit Agreement with East West Bank whereby John J. Gebbia and Gloria E. Gebbia, along with the John and Gloria Living Trust, guarantee the Company’s obligations under the EWB Credit Agreement. Refer to Note 18 - Commitments, Contingencies, and Other for more information. - 26 - **Kakaopay and Affiliates** On April 27, 2023, the Company entered into a Stock Purchase Agreement with Kakaopay Corporation (“Kakaopay”), pursuant to which the Company issued to Kakaopay 8,075,607 shares of the Company’s common stock at a per share price of Two Dollars Fifteen Cents ($2.15). Refer to Note 6 – Kakaopay Transaction in the Company’s 2025 Form 10-K for further information. MSCO entered into an agreement whereby it would provide an omnibus trading account for Kakaopay’s subsidiary, Kakaopay Securities Corp., and provide trade execution services to Kakaopay Securities Corp., subject to compliance with applicable U.S. laws, rules and regulations. The Company has earned approximately $177,000 and $0, respectively, during the three months ended March 31, 2026 and 2025, in relation to this agreement. **RISE** MSCO and RISE have a clearing agreement whereby RISE introduces clients to MSCO. As part of the agreement, RISE deposited a clearing fund escrow deposit of $50,000 to MSCO, and had excess cash of approximately $1.0 and $1.1 million in its brokerage account at MSCO as of March 31, 2026 and December 31 2025, respectively. The resulting asset of RISE and liability of MSCO is eliminated in consolidation. There was an interest expense of $8,000 and $9,000 related to this clearing agreement for the three months ended March 31, 2026 and 2025 respectively. On October 28, 2025, the Company purchased the remaining 32% interest in RISE for $3.7 million from members of the Gebbia family and employees of the Company. Upon completion of the transaction, RISE became a wholly-owned subsidiary of Siebert. Refer to Note 5 - RISE in the Company’s 2025 Form 10-K for further information. **22. Subsequent Events** The Company has evaluated events that have occurred subsequent to March 31, 2026 and through May 15, 2026, the date of the filing of this Report. Based on the Company’s assessment, there have been no material subsequent events that occurred during such period that would require disclosure in this Report or would be required to be recognized in the financial statements as of March 31, 2026. - 27 - ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS The following discussion provides a narrative of our financial performance and condition that should be read in conjunction with the accompanying financial statements and related notes included under Part I, Item 1 of this Report. In addition to our historical consolidated financial information, the following discussion contains forward-looking statements that reflect our plans, estimates, and beliefs. Our actual results could differ materially from those discussed in the forward-looking statements. Factors that could cause or contribute to these differences include those discussed below and elsewhere in our 2025 Form 10-K, particularly in Part I, Item 1A – Risk Factors. **Overview** We are primarily a financial services company and provide a wide variety of financial services to our clients. We operate in business lines such as retail brokerage, investment advisory, insurance, and technology development through our wholly-owned subsidiaries. We also operate a media, sports and entertainment business, although financial services remains our primary business. Results in the businesses in which we operate are highly correlated to general economic conditions and, more specifically, for our financial services businesses, to the direction of the U.S. equity and fixed-income markets. Market volatility, overall market conditions, interest rates, economic, political, and regulatory trends, industry competition, and, with respect to our media, sports and entertainment business, consumer demand for music and entertainment content, are among the factors which could affect us and which are unpredictable and beyond our control. These factors affect the financial decisions made by market participants who include investors and competitors, impacting their level of participation in the financial markets. In addition, in periods of reduced financial market activity, or lower revenue generation from our developing business lines, profitability is likely to be adversely affected because certain expenses remain relatively fixed, including salaries and related costs, as well as portions of communications costs and occupancy expenses. Accordingly, earnings for any period should not be considered representative of earnings to be expected for any other period. **Financial Overview** In the three months ended March 31, 2026, loss per share was $0.05, compared to earnings per share of $0.22 in the prior-year period. In the first quarter of 2026, our revenues were $23.5 million and operating loss before taxes was $2.9 million, compared to revenues of $28.9 million and operating income of $10.5 million in the prior-year period. For the three months ended March 31, 2026, our results compared to the prior-year period reflected continued growth in certain business lines, including stock borrow / stock loan and investment banking, offset by lower interest-related revenue, higher operating expenses, impairment of goodwill and an intangible asset related to our Media, Sports, and Entertainment segment, and the $9.2 million unrealized gain recognized during the prior-year period related to our Investment in Equity Security. During the three months ended March 31, 2026, we continued to invest in the expansion of our business lines and supporting infrastructure, which contributed to higher personnel expenses, commission and payout expenses, technology costs, advertising and promotion expense, and costs associated with the growth of expenses associated with music production, artist development, marketing, distribution, and related operations. These increases were partially offset by higher revenues from stock borrow / stock loan activities and investment banking fees, and the impairment expenses detailed in the sections below. The year-over-year comparison was significantly impacted by the $9.2 million unrealized gain recognized during the three months ended March 31, 2025. See “Investment in Equity Security,” “Segments,” and “Statements of Operations and Financial Condition” below for further discussion of the significant factors affecting our results. **Investment in Equity Security** In the first quarter of 2025, we participated in a private placement and acquired restricted shares of a privately held U.S. company (the “Investment in Equity Security”). These shares were subject to restrictions on transferability and did not have a readily determinable fair value at the time of acquisition. On March 31, 2025, the issuer completed its initial public offering “(IPO”), and our restricted shares converted into restricted publicly traded shares as part of the IPO process. These shares remained subject to resale restrictions and could not be sold unless a registration statement was filed with SEC or an applicable exemption from registration became available. Additional details are provided in the Company’s Quarterly Report on Form 10-Q for the period ended March 31, 2025. There was significant volatility in the price of the shares, and in the three months ended March 31, 2025, we recorded an unrealized gain of approximately $9.2 million as the price per share closed at $85.31 on March 31, 2025. After the lifting of contractual sale restrictions, we sold the majority of our Investment in Equity Security for an average price of $19.00 per share. We recognized a net gain of $2.4 million related to this investment following the sale of our position. - 28 - **Green Pier Clearing Agreement** RISE executed a fully disclosed clearing agreement with Green Pier, an indirect wholly-owned subsidiary of FMR, effective February 27, 2026. We believe the relationship will provide access to advanced clearing infrastructure and technology solutions that enhance operational capabilities, scalability, and system reliability, supporting the development and execution of RISE’s broker-dealer activities. Refer to Note 1 - Organization and Basis of Presentation for further information. **Arqitech Investment** In the first quarter of 2026, we made a strategic investment in Arqitech. Arqitech is an institutional-grade, non-custodial digital asset infrastructure platform that provides on-chain settlement, cross-chain execution, and decentralized financial technology solutions for regulated financial institution to support its broader technology and digital asset initiatives. We believe this investment provides exposure to institutional-grade digital asset infrastructure and anticipates it will support future growth and strategic opportunities. **Media Partnership** On March 4, 2026, we entered into an agreement with a multimedia news platform operator for $1 million for a media partnership designed to support marketing and promotional initiatives related to our products and services. **Segments** We manage our business through the following reportable segments: - Financial Services - Media, Sports, and Entertainment Segment results are evaluated based on operating income, which reflect the manner in which management assesses performance and allocates resources. ***Financial Services*** | Line item | Three Months Ended March 31, 2026 | Three Months Ended March 31, 2025 | | --- | --- | --- | | Commissions and fees | $2,325,000 | $2,102,000 | | Interest, marketing and distribution fees | 5,874,000 | 6,945,000 | | Principal transactions and proprietary trading | 3,928,000 | 12,961,000 | | Investment banking | 1,573,000 | — | | Market making | 545,000 | 552,000 | | Stock borrow / stock loan | 6,831,000 | 4,837,000 | | Advisory fees | 1,010,000 | 748,000 | | Other income | 1,041,000 | 774,000 | | Total Revenue | 23,127,000 | 28,919,000 | | Significant segment expenses: | | | | Employee compensation and benefits | 15,643,000 | 11,922,000 | | Clearing fees, including execution costs | 597,000 | 454,000 | | Technology and communications | 1,799,000 | 1,105,000 | | Other general and administrative | 1,395,000 | 1,499,000 | | Data processing | 1,286,000 | 949,000 | | Rent and occupancy | 417,000 | 451,000 | | Professional fees | 1,617,000 | 1,344,000 | | Depreciation and amortization | 677,000 | 415,000 | | Interest expense | 218,000 | 89,000 | | Advertising and promotion | 580,000 | 154,000 | | Total Expenses | 24,229,000 | 18,382,000 | | Operating income (loss) | $(1,102,000) | $10,537,000 | - 29 - Results in the Financial Services segment were impacted by continued growth in certain business lines, including stock borrow / stock loan and investment banking, which were more than offset by lower interest-related revenue and higher operating expenses. The results were significantly impacted by a $9.2 million unrealized gain recognized during the three months ended March 31, 2025 related to our investment in an equity security. This gain significantly affected year-over-year comparability, and is detailed further in the section above titled “Investment in Equity Security.” Other than the above, the primary factors impacting results in the Financial Services segment included the following: - Higher stock borrow / stock loan revenues, driven by higher activity levels in that business line. - Higher investment banking revenues, primarily due to increased investment banking fee activity. - Lower interest-related revenue, primarily due to a decline in interest rates compared to the prior-year period. - Higher commission and payout expenses, primarily associated with increased investment banking and stock borrow / stock loan revenue. - Higher personnel expenses, driven by the continued expansion of our business lines. - Higher technology costs, reflecting continued investment in platforms, infrastructure, and technology initiatives. - Higher advertising and promotion expense, reflecting increased marketing, brand, and business development spend. ***Media, Sports and Entertainment*** | Line item | Three Months Ended March 31, 2026 | Three Months Ended March 31, 2025 | | --- | --- | --- | | Music and artist services revenue | $248,000 | — | | NIL revenue | 95,000 | — | | Total Revenue | 343,000 | — | | Significant segment expenses: | | | | Employee compensation and benefits | 529,000 | — | | Technology and communications | 6,000 | — | | Other general and administrative | 160,000 | 10,000 | | Rent and occupancy | 37,000 | 16,000 | | Professional fees | 81,000 | 15,000 | | Depreciation and amortization | 13,000 | — | | Goodwill impairment | 330,000 | — | | Intangible asset impairment | 454,000 | — | | Advertising and promotion | 320,000 | — | | Music production, manufacturing and distribution costs | 178,000 | — | | Total Expenses | 2,108,000 | 41,000 | | Operating income (loss) | $(1,765,000) | $(41,000) | Results in the Media, Sports and Entertainment segment were impacted by continued investment in the growth of the Company’s music production, marketing, distribution, artist development, and related operations. The segment did not contribute positively to operating results during the three months ended March 31, 2026 or March 31, 2025, which management believes is consistent with the development stage of the business. The primary factors impacting results in the Media, Sports and Entertainment segment included the following: - Personnel and related employee costs associated with building the segment’s operating capabilities and the growth of the business. - Continued expenses associated with the growth of music production and operations - NIL-related revenue and associated commission payout expenses, which represented a smaller component of segment activity during the period. - Increased investment in artist development, including enhanced content production, marketing initiatives, and promotional activities to support emerging talent. - Continued investment in catalogue and brand development, as management seeks to build a foundation for future recorded music, streaming, licensing, servicing, and other revenue opportunities. - Impairment charges, including goodwill impairment related to the Media, Sports and Entertainment reporting unit and intangible asset impairment related to a specific artist contract intangible asset. - 30 - A portion of the segment’s costs are fixed or semi-fixed in nature, including personnel, administrative support, and certain infrastructure costs associated with building the segment’s operating platform. Other costs, including distribution and manufacturing-related expenses, artist development, content production, marketing, promotion, and commission payout expenses associated with NIL-related revenues, may vary based on the number of artists, releases, campaigns, NIL arrangements, and related business development activities during a given period. As a result, expenses may be incurred in advance of, or at a higher rate than, revenue recognized from recorded music sales, streaming, licensing, servicing, NIL-related activities, and other related operations. Management believes these expenditures are important to building the segment’s catalogue, brand, artist relationships, and operating infrastructure. While there can be no assurance regarding the timing or magnitude of future revenues or profitability, management expects that continued development of the segment’s catalogue, artist pipeline, and related revenue opportunities may contribute positively to operating results over time as our catalogue develops and athlete pipeline expands. The Media, Sports and Entertainment segment remains in an early-stage development phase and continued to incur costs related to artist development, content production, marketing, personnel, and infrastructure. During the three months ended March 31, 2026, management updated its forecast for the segment based on current operating performance, the status of artist/talent contracts, and expected revenue-generating opportunities. The updated forecast reflected higher costs and a slower path to profitability than previously anticipated. As a result, we recorded a non-cash goodwill impairment charge of approximately $330,000 related to the Media, Sports and Entertainment reporting unit. The impairment analysis included significant assumptions related to revenue growth, timing of artist/talent contract activity, artist-development and production costs, marketing spend, personnel and infrastructure costs, expected timing of profitability, and the discount rate. During the three months ended March 31, 2026, we recorded a noncash intangible asset impairment charge of $454,000 related to a GM artist contract intangible asset within our Media, Sports and Entertainment segment. The impairment was primarily driven by changes in the expected economics of the related artist contract and lower-than-expected performance of related artist revenue opportunities, which reduced expected future cash flows. **Trends and Key Factors Affecting our Operations** ***Market Risk*** Market risk is our risk of loss resulting from the impact of changes in market prices on our trading inventory and investment positions. We have exposure to market risk primarily through our broker-dealer trading operations. Through our broker-dealer subsidiary, we trade debt obligations and equity securities and maintain trading inventories to ensure availability of securities to facilitate client transactions. Inventory levels may fluctuate daily as a result of client demand. Our primary market risks relate to interest rates and equity prices. Equity risk results from changes in prices of equity securities, affecting the value of the equity securities and other instruments that derive their value from a particular stock. We may enter into underwriting commitments and, as a result, we may be subject to market risk on any unsold securities issued in the offerings to which we are committed. Risk exposure is controlled by limiting our participation, the transaction size, or through the syndication process. ***Interest Rates*** We are exposed to market risk from changes in interest rates. Such changes in interest rates primarily impact revenue from interest, marketing, and distribution fees. We primarily earn interest, marketing and distribution fees from margin interest charged on clients’ margin balances, interest on cash and securities segregated for regulatory purposes, and distribution fees from money market mutual funds in clients’ accounts. Securities segregated for regulatory purposes consist solely of U.S. government securities. If prices of U.S. government securities within our portfolio decline, we anticipate the impact to be temporary as we intend to hold these securities to maturity. We seek to mitigate this risk by managing the average maturities of our U.S. government securities portfolio and setting risk parameters for securities owned, at fair value. The following table presents simulated changes to net interest revenue over the next 12 months beginning as of March 31, 2026 and December 31, 2025, of a gradual increase or decrease in market interest rates relative to prevailing market rates at the end of each reporting period: | Line item | As of / March 31, 2026 | As of / December 31, 2025 | | --- | --- | --- | | Increase of 200 basis points | 39% | 34% | | Increase of 100 basis points | 20% | 18% | | Increase of 50 basis points | 11% | 9% | | Decrease of 50 basis points | (7 | (7 | | Decrease of 100 basis points | (16 | (15 | | Decrease of 200 basis points | (34 | (31 | The difference in our simulated incremental increases and decreases in the market interest rates as of March 31, 2026 compared to December 31, 2025 is primarily due to differences in the proportion of segregated cash to segregated securities and differences in the proportion of margin debit balances to cash credit balances. - 31 - ***Technology Initiatives*** We have made investments in technology development projects collectively termed as Siebert’s Retail Platform. Technology development projects such as the online platform for Siebert’s retail customer base and corporate service clients have been placed into service during 2025 and several projects are anticipated to go live in 2026. In 2025, we made a minority equity investment in and entered into a strategic partnership with FusionIQ, a provider of engagement solutions and data analytics for wealth management firms, to help with these technology initiatives and new product offerings. We believe these ongoing investments in technology and partnerships will be important in meeting the needs of our retail, correspondent clearing, and corporate services customers and supporting our expansion into new markets and demographics. In February 2026, RISE entered into a clearing agreement with Green Pier, an indirect wholly owned subsidiary of FMR. The agreement was executed to support RISE’s strategic objectives through collaboration with Green Pier’s clearing infrastructure and technology platform. We believe the relationship enhances RISE’s operational capabilities and scalability and supports the execution of its broker-dealer activities. **Client Account and Activity Metrics** The following tables set forth metrics we use in analyzing our client account and activity trends for the periods indicated. ***Client Account Metrics – Retail Customers*** | Line item | As of / March 31, 2026 | As of / December 31, 2025 | | --- | --- | --- | | Retail customer net worth (in billions) | $18.8 | $19.5 | | Retail customer margin debit balances (in billions) | $0.4 | $0.4 | | Retail customer credit balances (in billions) | $0.4 | $0.5 | | Retail customer money market fund value (in billions) | $0.9 | $1.0 | | Retail customer accounts | 167,589 | 166,217 | - Retail customer net worth represents the total value of securities and cash in the retail customer accounts after deducting margin debits - Retail customer margin debit balances represent credit extended to our customers to finance their purchases against current positions - Retail customer credit balances represent client cash held in brokerage accounts - Retail customer money market fund value represents all retail customers accounts invested in money market funds - Retail customer accounts represent the number of retail customers **Statements of Operations and Financial Condition** ***Statements of Operations for the Three Months Ended March 31, 2026 and 2025*** *Revenue* Commissions and fees for the three months ended March 31, 2026 were $2,325,000 and increased by $223,000 from the corresponding period in the prior year, primarily due to market conditions. Interest, marketing and distribution fees for the three months ended March 31, 2026 were $5,874,000 and decreased by $1,071,000 from the corresponding period in the prior year primarily due to a decline in interest rates. Principal transactions and proprietary trading for the three months ended March 31, 2026 was $3,928,000 and decreased by $9,033,000 from the corresponding period in the prior year, primarily due to the unrealized gain related to the Investment in Equity Security in the first quarter of 2025. Investment banking for the three months ended March 31, 2026 was $1,573,000 and increased by $1,573,000 from the corresponding period in the prior year, primarily due to new revenue from the business line. Market making for the three months ended March 31, 2026 was $545,000 and decreased by $7,000 from the corresponding period in the prior year. - 32 - Stock borrow / stock loan for the three months ended March 31, 2026 was $6,831,000 and increased by $1,994,000 from the corresponding period in the prior year, primarily due to growth in stock locate services and securities lending businesses. Advisory fees for the three months ended March 31, 2026 were $1,010,000 and increased by $262,000 from the corresponding period in the prior year, primarily due to growth in platform assets. Other income for the three months ended March 31, 2026 was $1,384,000 and increased by $610,000 from the corresponding period in the prior year, primarily due to new revenue from music and sports operations. *Operating Expenses* Employee compensation and benefits for the three months ended March 31, 2026 were $16,172,000 and increased by $4,250,000 from the corresponding period in the prior year, primarily due to an increase in commission payouts as well as additional personnel related to new business lines. Clearing fees, including execution costs for the three months ended March 31, 2026 were $597,000 and increased by $143,000 from the corresponding period in the prior year, primarily due to clearing fees associated with the arrangement with Green Pier. Technology and communications expenses for the three months ended March 31, 2026 were $1,805,000 and increased by $700,000 from the corresponding period in the prior year, primarily due to an expansion of technological infrastructure. Other general and administrative expenses for the three months ended March 31, 2026 were $1,733,000 and increased by $224,000 from the corresponding period in the prior year primarily due to expansion of business lines. Data processing expenses for the three months ended March 31, 2026 were $1,286,000 and increased by $337,000 from the corresponding period in the prior year, primarily due to expansion of technology infrastructure. Rent and occupancy expenses for the three months ended March 31, 2026 were $454,000 and decreased by $13,000 from the corresponding period in the prior year. Professional fees for the three months ended March 31, 2026 were $1,698,000 and increased by $339,000 from the corresponding period in the prior year primarily due to legal fees. Depreciation and amortization expenses for the three months ended March 31, 2026 were $690,000 and increased by $275,000 from the corresponding period in the prior year, primarily due to an increase in amortization for technology projects. Goodwill impairment for the three months ended March 31, 2026 was $330,000 and increased by $330,000 from the corresponding period in the prior year, due to the goodwill impairment related to the Media, Sports, and Entertainment segment. Refer to Note 9 – Goodwill and Other Intangible Assets, Net for further information. Intangible asset impairment for the three months ended March 31, 2026 was $454,000 and increased by $454,000 from the corresponding period in the prior year, due to the intangible asset impairment related to the artists contracts in the Media, Sports, and Entertainment segment. Refer to Note 9 – Goodwill and Other Intangible Assets, Net for further information. Interest expense for the three months ended March 31, 2026 was $218,000 and increased by $129,000 from the corresponding period in the prior year, primarily due to interest related to short term line of credit with East West bank. Advertising and promotion expense for the three months ended March 31, 2026 was $900,000 and increased by $746,000 from the corresponding period in the prior year, primarily due to an increase in marketing initiatives. *Provision For (Benefit From) Income Taxes* The benefit from income taxes for the three months ended March 31, 2026 was $895,000 and decreased by $2,730,000 from the corresponding period in the prior year, primarily due to a pre-tax loss in the three months ended March 31, 2026. Refer to Note 14 – Income Taxes for additional detail. *Net Income (Loss) Attributable to Noncontrolling Interests* The net loss attributable to noncontrolling interests for the three months ended March 31, 2026 was $0 and decreased by $3,000 from the corresponding period in the prior year, primarily due to Siebert’s noncontrolling interest in RISE for the three months ended March 31, 2025. The net loss attributable to noncontrolling interests represented the portion of RISE’s results attributable to ownership interests not held by Siebert. Siebert consolidates RISE’s financial results and reflects the portion not owned by Siebert as noncontrolling interests. As of March 31, 2026 and December 31, 2025, RISE was wholly owned by Siebert. - 33 - ***Statements of Financial Condition As of March 31, 2026 and December 31, 2025*** *Assets* Assets as of March 31, 2026 were $597,142,000 and decreased by $161,900,000 from December 31, 2025, primarily due to a decrease in securities borrowed and cash and securities segregated for regulatory purposes, partially offset by an increase in receivables from broker-dealers and clearing organizations and receivables from customers. *Liabilities* Liabilities as of March 31, 2026 were $509,022,000 and decreased by $160,860,000 from December 31, 2025, primarily due to a decrease in securities loaned and payables to customers. **Liquidity and Capital Resources** ***Overview*** As of March 31, 2026, a significant portion of our assets were liquid in nature, providing us with flexibility in financing our business. A significant portion of our assets not held by customers or used for stock borrow / stock loan consisted primarily of cash and cash equivalents, securities owned, at fair value, which are marked-to-market daily, and receivables from and deposits with broker-dealers and clearing organizations. We expect to use our available cash, cash equivalents, and potential future borrowings under our debt agreements and potential issuance of new debt or equity, to support and invest in our core business, including investing in new ways to serve our customers, potentially seeking strategic acquisitions to leverage existing capabilities, and for general capital needs (including capital, deposit, and collateral requirements imposed by regulators and SROs). Based on our current level of operations, we believe our available cash, available lines of credit, overall access to capital markets, and cash provided by operations will be adequate to meet our current liquidity needs for the foreseeable future. As of the date of this Report, other than the items detailed in the cash requirements section below, there are no known or material events that would require us to use large amounts of our liquid assets to cover expenses. ***Cash and Cash Equivalents*** Our cash and cash equivalents were $16.2 million and $22.4 million as of March 31, 2026 and December 31, 2025, respectively. ***EWB Credit Agreement*** On August 15, 2024, we entered into the EWB Credit Agreement with East West Bank providing a $20 million revolving credit facility. This credit facility allows us to fund acquisitions, execute stock buybacks, and meet general corporate needs up to $10 million, ensuring access to capital for both growth and operational purposes. The maturity date of the EWB Credit Agreement is July 29, 2027. The interest rate structure that is tied to either the one-month Term SOFR plus 3.15% or a minimum of 7.50%. John J. Gebbia and Gloria E. Gebbia, and their trust, provided personal guarantees related to this agreement which further strengthen our borrowing position and help secure favorable terms. As of March 31, 2026, $5 million was outstanding related to the above EWB Credit Agreement. The interest expense for this credit line was $95,000 and $0 for the three months ended March 31, 2026 and 2025, respectively. The interest rate was 7.5% for this credit facility during the three months ended March 31, 2026. ***BMO Credit Agreement*** On November 22, 2024, MSCO entered into the BMO Credit Agreement with BMO Harris. The BMO Credit Agreement provides for a revolving credit facility of up to $20,000,000. We may use any borrowings under the BMO Credit Agreement to finance NSCC Deposit Requirements (other than an Adequate Assurance Deposit) and withdrawals from a Reserve Account. As part of the agreement, we entered into a Parent Guaranty agreement guaranteeing repayment of any debt issued to MSCO. - 34 - Effective November 22, 2025, MSCO renewed the BMO Credit Agreement with BMO Harris until November 20, 2026. Borrowings under the BMO Credit Agreement will bear interest on the outstanding daily balance at a rate of interest per annum equal 2.5% plus the greater of: (a) Term SOFR for such day plus 0.11448% and (b) Federal Funds Target Range – Upper Limit and (c) 0.25%. The annual commitment fee is equal to one half of one percent (0.50%) of the average daily unused portion of the commitment of $20,000,000. The BMO Credit Agreement contains customary affirmative covenants and negative covenants and requires MSCO to maintain minimum total regulatory capital of $45,000,000, excess net capital of 20,000,000, assets to total regulatory capital ratio of not more than 5.0 to 1.0, and a minimum liquidity ratio of not less than 1.0. ***Debt Agreements*** We have $4.1 million outstanding on our mortgage with East West Bank and an unutilized line of credit for short term overnight demand borrowing of up to $25 million with BMO Harris as of March 31, 2026. As of March 31, 2026, we were in compliance with all covenants related to our mortgage agreement. ***Cash Requirements*** The following table summarizes our short- and long-term material cash requirements as of March 31, 2026. | Line item | Payments Due By Period / 2026 | Payments Due By Period / 2027 | Payments Due By Period / 2028 | Payments Due By Period / 2029 | Payments Due By Period / 2030 | Payments Due By Period / Thereafter | Payments Due By Period / Total | | --- | --- | --- | --- | --- | --- | --- | --- | | Operating lease commitments | $875,000 | $919,000 | $632,000 | $13,000 | — | — | $2,439,000 | | Kakaopay fee (1) | 500,000 | — | — | — | — | — | 500,000 | | Mortgage with East West Bank (2) | 68,000 | 95,000 | 98,000 | 112,000 | 117,000 | 3,626,000 | 4,116,000 | | Broadridge contract (3) | 413,000 | 550,000 | 504,000 | — | — | — | 1,467,000 | | Media agreement (4) | 800,000 | — | — | — | — | — | 800,000 | | Total | $2,656,000 | $1,564,000 | $1,234,000 | $125,000 | $117,000 | $3,626,000 | $9,322,000 | (1) Pursuant to the Settlement Agreement with Kakaopay, we will pay Kakaopay a fee of $5 million payable in ten quarterly installments that began in the first quarter of 2024. Refer to Note 6 – Kakaopay Transaction in our 2025 Form 10-K for further detail. (2) On December 30, 2021, we purchased the Miami office building and financed part of the purchase price with a mortgage with East West Bank. (3) In November 2025, we entered into an amendment to its service agreement with Broadridge Securities Processing Solutions, LLC with a total minimum expense of approximately $1.7 million for this arrangement. (4) In March 2026, we entered into a media partnership agreement with a multimedia news platform operator with a total cost of $1.0 million, comprised of $800,000 in cash and $200,000 in stock. Refer to Note 18 – Commitments, Contingencies, and Other for further detail. ***Net Capital, Reserve Accounts, Segregation of Funds, and Other Regulatory Requirements*** MSCO is subject to the Uniform Net Capital Rules of the SEC (Rule 15c3-1) and the Customer Protection Rule (15c3-3) of the Exchange Act and maintains capital and segregated cash reserves in excess of regulatory requirements. Requirements under these regulations may vary; however, MSCO has adequate reserves and contingency funding plans in place to sufficiently meet any regulatory requirements. In addition to net capital requirements, as a self-clearing broker-dealer, MSCO is subject to cash deposit and collateral requirements with clearing houses, such as the DTCC and OCC, which may fluctuate significantly from time to time based upon the nature and size of clients’ trading activity and market volatility. RISE, as a member of FINRA, is subject to the SEC Uniform Net Capital Rule 15c3-1 and the corresponding regulatory capital requirements. MSCO can transfer funds to Siebert as long as MSCO maintains its liquidity and regulatory capital requirements. RISE can transfer funds to its shareholders, of which Siebert is entitled to its proportional ownership interest, as long as RISE maintains its liquidity and regulatory capital requirements. For the three months ended March 31, 2026 and 2025, MSCO and RISE had sufficient net capital to meet their respective liquidity and regulatory capital requirements. Refer to Note 15 – Capital Requirements for more detail about our capital requirements. - 35 - **Cash Flows** Cash used in operating activities consisted of net income adjusted for certain non-cash items. Net operating assets and liabilities at any specific point in time are subject to many variables, including variability in customer activity, the timing of cash receipts and payments, and vendor payment terms. The total changes in our statements of cash flows, especially our operating cash flow, are not necessarily indicative of the ongoing results of our business as we have customer assets and liabilities on our statements of financial condition. For the three months ended March 31, 2026, cash used in operating activities decreased by $8.4 million compared to the prior year period, which was primarily driven by the net change in securities loaned, securities borrowed, securities segregated, and receivables from broker-dealers and clearing organizations. For the three months ended March 31, 2026, cash used in investing activities decreased by $0.2 million compared to the prior year period, which was primarily driven by less investment in capitalized software development cost, partially offset by the investment in Arqitech. For the three months ended March 31, 2026, cash flows used in financing activities decreased by $35,000 compared to the prior year period, which was primarily due to a RISE cash distribution in the first quarter of 2025. **Long Term Contracts** Effective September 29, 2025, MSCO entered into an amendment to its clearing agreement with NFS that, among other things, extends the term of their arrangement for an additional five-year period commencing on September 26, 2025 and ending October 1, 2030. As part of this agreement, we received a one-time business development credit of $4.8 million. The amendment also provides for an early termination fee; however, as of March 31, 2026, we do not expect to terminate the contract with NFS before the end of the contract term. For the three months ended March 31, 2026 and 2025, there was no expense recognized for any early termination fees. Refer to Note 12 – Deferred Contract Incentive and Note 18 – Commitments, Contingencies and Other for additional detail. Effective November 2025, MSCO entered into an amendment to its service agreement with Broadridge Securities Processing Solutions, LLC that, among other things, extends the term of their arrangement for a three-year period ending November 2028, with an option to terminate after three years. As of March 31, 2026, the total remaining minimum expense for this arrangement is estimated at approximately $1.5 million over the duration of the contract. **Off-Balance Sheet Arrangements** We enter into various transactions to meet the needs of customers, conduct trading activities, and manage market risks and are, therefore, subject to varying degrees of market and credit risk. In the normal course of business, our customer activities involve the execution, settlement, and financing of various customer securities transactions. These activities may expose us to off-balance sheet risk in the event the customer or other broker is unable to fulfill their contracted obligations and we are forced to purchase or sell the financial instrument underlying the contract at a loss. There were no material losses for unsettled customer transactions for the three months ended March 31, 2026 and 2025. Refer to Note 16 – Financial Instruments with Off-Balance Sheet Risk for additional detail. **Uncertain Tax Positions** We account for uncertain tax positions in accordance with the authoritative guidance issued under ASC 740-10, which addresses the determination of whether tax benefits claimed or expected to be claimed on a tax return should be recorded in the financial statements. We may recognize the tax benefit from an uncertain tax position only if it is more likely than not that the tax position will be sustained on examination by the taxing authorities based on the technical merits of the position. The tax benefits recognized in the financial statements from such position should be measured based on the largest benefit that has a greater than fifty percent likelihood of being realized upon ultimate settlement. ASC 740-10 also provides guidance on derecognition, classification, interest and penalties, accounting in interim periods and disclosure requirements. We recognize interest and penalties related to unrecognized tax benefits on the provision for income taxes line on the statements of operations. Accrued interest and penalties would be included on the related tax liability line on the statements of financial condition. As of both March 31, 2026 and December 31, 2025, the Company recorded an uncertain tax position of $63,000 related to various tax matters, which is included in the line item “Taxes receivable” in the statements of financial condition. - 36 - **Critical Accounting Policies and Estimates** Certain of our accounting policies that involve a higher degree of judgment and complexity are discussed in Part I, Item 2 – Management’s Discussion and Analysis of Financial Condition and Results of Operations in our 2025 Form 10-K. As of March 31, 2026, there have been no changes to our critical accounting policies or estimates other than the below. Goodwill represents the excess of the purchase price over the fair value of net assets acquired in business combinations. Goodwill is not amortized but is tested for impairment at least annually, or more frequently when events or circumstances indicate that the fair value of a reporting unit may be below its carrying amount. We test goodwill at the reporting unit level by comparing the estimated fair value of the reporting unit to its carrying amount. If the carrying amount exceeds the estimated fair value, an impairment charge is recorded, limited to the amount of goodwill allocated to that reporting unit. Estimating fair value requires significant judgment and may include the use of discounted cash flow analyses, market-based approaches, or a combination of valuation methods, depending on the facts and circumstances. Significant assumptions and judgments may include projected revenue, operating costs, future cash flows, timing of profitability, terminal growth rates, discount rates, selected comparable company multiples, and the selection and weighting of valuation methodologies. During the three months ended March 31, 2026, we recorded a noncash goodwill impairment charge of approximately $330,000 related to the Media, Sports and Entertainment reporting unit. The impairment analysis required management to make significant estimates and assumptions, including projected revenue growth, artist contract activity, expected profitability, terminal growth rate, and discount rate. Following the impairment, no goodwill remained assigned to the Media, Sports and Entertainment reporting unit. We also evaluated our Financial Services reporting unit and concluded that no impairment existed as of March 31, 2026. **New Accounting Standards** In November 2024, the FASB issued ASU “2024-03”, “Income Statement—Reporting Comprehensive Income—Expense Disaggregation Disclosures” (“ASU 2024-03”). The ASU is intended to enhance the transparency and decision usefulness of income statement expense disclosures by requiring greater disaggregation of certain expense categories. In January 2025, the FASB issued ASU 2025-01, which clarified the effective date of ASU 2024-03. For public business entities, the amendments are effective for annual reporting periods beginning after December 15, 2026, and interim reporting periods within annual reporting periods beginning after December 15, 2027. We are currently evaluating the impact that ASU 2024-03 will have on our consolidated financial statements and we anticipate the amendments will require significant changes to our expense disclosures. In September 2025, the FASB issued ASU No. 2025-06, “Intangibles-Goodwill and Other- Internal-Use Software” (“ASU 2025-06”). The ASU is intended to modernize and clarify the threshold for when an entity is required to start capitalizing software costs and is based on when (i) management has authorized and committed to funding the software project and (ii) it is probable that the project will be completed and the software will be used to perform the function intended. ASU 2025-06 will be effective for Siebert for fiscal years beginning after December 15, 2027, and interim reporting periods, with early adoption permitted. We are evaluating the impact of the standard on our disclosures. **Accounting Standards Adopted in Fiscal 2026** In July 2025, the FASB issued ASU No. 2025-05, “Financial Instruments-Credit Losses” (“ASU 2025-05”). The ASU is intended to provide an optional practical expedient when applying the guidance related to the estimation of expected credit losses for current accounts receivable and current contract assets resulting from transactions arising from contracts with customers. ASU 2025-05 will be effective for Siebert for fiscal years beginning after December 15, 2025, and interim reporting periods, with early adoption permitted. We adopted the standard in the three months ended March 31, 2026 and the adoption of ASU 2025-05 did not have a material impact on our financial statements. - 37 - ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK **Financial Instruments Held For Trading Purposes** We do not directly engage in derivative transactions, have no interest in any special purpose entity and have no liabilities, contingent or otherwise, for the debt of another entity. **Financial Instruments Held For Purposes Other Than Trading** We generally invest our cash and cash equivalents temporarily in dollar denominated bank account(s). These investments are not subject to material changes in value due to interest rate movements. We invest cash and securities segregated for regulatory purposes in dollar denominated bank accounts which are not subject to material changes in value due to interest rate movements. We also invest cash and securities segregated for regulatory purposes and securities owned, at fair value in U.S. government securities which may be subject to material changes in value due to interest rate movements. Securities owned, at fair value invested in U.S. government securities are generally purchased to enhance yields on required regulatory deposits. While the value of the government securities may be subject to material changes in value, we believe any reduction in value would be temporary since the securities would mature at par value. Customer transactions are cleared through clearing brokers on a fully disclosed basis and are also self-cleared by MSCO. If customers do not fulfill their contractual obligations any loss incurred in connection with the purchase or sale of securities at prevailing market prices to satisfy customer obligations may be incurred by Siebert. We regularly monitor the activity in customer accounts for compliance with margin requirements. We are exposed to the risk of loss on unsettled customer transactions if customers and other counterparties are unable to fulfill their contractual obligations. There were no material losses for unsettled customer transactions in the last five years. See ## Item 2. – Management’s Discussion and Analysis of Financial Condition and Results of Operations - Trends and Key Factors Affecting our Operations of this Report for our quantitative and qualitative disclosures about market risk. ITEM 4. CONTROLS AND PROCEDURES **Disclosure Controls and Procedures** We carried out an evaluation, under the supervision and with the participation of our 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) or Rule 15d-15(e) of the Exchange Act. 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 quarterly report, our disclosure controls and procedures were 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. - 38 - PART II - OTHER INFORMATION ITEM 1. LEGAL PROCEEDINGS In the normal course of business, we may be subject to various proceedings and claims arising from our business activities, including lawsuits, arbitration claims and regulatory matters. We are also involved in other reviews, investigations and proceedings by governmental and self-regulatory organizations regarding the business, which may result in adverse judgments, settlements, fines, penalties, injunctions and other relief. In many cases, however, it is inherently difficult to determine whether any loss is probable or reasonably possible or to estimate the amount or range of any potential loss, particularly where proceedings may be in relatively early stages. In our opinion, based on currently available information, the ultimate resolution of current matters will not have a material adverse impact on our financial position and results of operations. However, resolution of one or more of these matters may have a material effect on the results of operations in any future period, depending upon the ultimate resolution of those matters and depending upon the level of income for such period. ITEM 1A. RISK FACTORS In addition to the other information set forth in this Report, investors should carefully consider the risk factors discussed in Part I, ## Item 1A - Risk Factors in our 2025 Form 10-K. Each of such risk factors could materially affect our business, financial position, and results of operations. As of the date of this Report, there have been no material changes from the risk factors disclosed in our 2025 Form 10-K. ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS None. ITEM 3. DEFAULTS UPON SENIOR SECURITIES None. ITEM 4. MINE SAFETY DISCLOSURES Not applicable. ITEM 5. OTHER INFORMATION None of our 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 March 31, 2026, as such terms are defined under Item 408(a) of Regulation S-K. ITEM 6. EXHIBITS | Exhibit No. | Description of Document | | --- | --- | | 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 to 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 to Section 906 of the Sarbanes-Oxley Act of 2002 | | 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). | \*\* Filed herewith **#** This certification is deemed not filed for purposes of Section 18 of the 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. - 39 - SIGNATURES Pursuant to the requirements 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 (Principal executive officer) By: /s/ Andrew H. Reich Andrew H. Reich Executive Vice President, Chief Operating Officer, Chief Financial Officer, and Secretary (Principal financial and accounting officer) Dated: May 15, 2026 - 40 -