Siebert Financial SIEB Form 10-Q filing Q2 FY2026

PART I - FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS

Numbers are rounded for presentation purposes. See notes to condensed consolidated financial statements.

Numbers are rounded for presentation purposes. See notes to condensed consolidated financial statements.

Numbers are rounded for presentation purposes. See notes to condensed consolidated financial statements.

(1) Refer to Note 18 – Commitments, Contingencies, and Other for further detail.

(2) Refer to Note 1 – Organization and Basis of Presentation for further detail.

(3) Refer to Note 20 – Employee Benefit Plans for further detail.

Numbers are rounded for presentation purposes. See notes to condensed consolidated financial statements.

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 Holdings, LLC (“GH”) is a Florida limited liability company that serves as the holding company for Gebbia Media, LLC (“GM”) and Gebbia Sports, LLC (“GS”). GM provides talent management and promotional services for media and entertainment professionals, as well as in-house content production, branding, marketing, and related media services for the Company. GS provides athlete management, representation, marketing, and promotional services within the sports industry.
• 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, GH, and SCRYP collectively, unless the context otherwise requires.

The Company is headquartered in Miami Beach, FL with primary operations in Florida, New York, and California. The Company has 14 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 and six months ended June 30, 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. As of June 30, 2026, all of the Company’s subsidiaries were wholly owned and, accordingly, there were no noncontrolling interests.

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 and six months ended June 30, 2026, except as set forth below, those policies were unchanged during the three and six months ended June 30, 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. 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. For the three and six months ended June 30, 2026, the Company recognized $300,000 and $400,000, respectively, 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.

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 total loss of $6.8 million and a total gain of $2.4 million for three and the six months ended June 30, 2025, respectively.

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.

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.

The purchase price was allocated as follows:

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:

(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 June 30, 2026 and December 31, 2025, MSCO had shares of DTCC common stock valued at approximately $1.6 million and $1.4 million, respectively, 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.

(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.

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.

The Company had U.S. government securities with the market values and maturity dates for the periods indicated below.

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 represent financial instruments in which the ending balances as of June 30, 2026 and December 31, 2025 are not carried at fair value in the statements of financial condition:

6. Property, Office Facilities, and Equipment, Net

Property, office facilities, and equipment consisted of the following as of the periods indicated:

Total depreciation expense for property, office facilities, and equipment was $335,000 and $247,000 for the three months ended June 30, 2026 and 2025, respectively. Total depreciation expense for property, office facilities, and equipment was $644,000 and $489,000 for the six months ended June 30, 2026 and 2025, respectively.

7. Software, Net

Software consisted of the following as of the periods indicated:

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 $6,656,000 as of June 30, 2026.

Software development totaling $322,000 and $3,872,000 of the Retail Platform were placed into service in the six months ended June 30, 2026 and 2025, respectively.

Total amortization of software was $323,000 and $333,000 for the three months ended June 30, 2026 and 2025, respectively. Total amortization of software was $643,000 and $458,000 for the six months ended June 30, 2026 and 2025, respectively.

As of June 30, 2026, the Company estimates the following future amortization of software assets:

8. Leases

As of June 30, 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 Commitments

Future annual minimum payments for operating leases with initial terms of greater than one year as of June 30, 2026 were as follows:

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 June 30, 2026 and December 31, 2025, the Company’s carrying amount of goodwill was $1,989,000 and $2,319,000, respectively. The carrying amount of goodwill as of December 31, 2025 consisted of $1,989,000 arising from the Company’s acquisition of RISE and $330,000 arising from the Company’s acquisition of GM. As described below, the $330,000 of goodwill attributable to the GM acquisition was fully impaired during the three months ended March 31, 2026. Accordingly, the carrying amount of goodwill of $1,989,000 as of June 30, 2026 relates entirely to the RISE acquisition. 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.

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 June 30, 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 $0 and $49,000 for the three months ended June 30, 2026 and 2025, respectively. Amortization expense for this intangible asset was $49,000 and $97,000 for the six months ended June 30, 2026 and 2025, respectively.

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, for the three months ended March 31, 2026, 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 three months ended June 30, 2025, the Company made strategic investments for a total of $2.0 million in FusionIQ, Inc. (“FusionIQ”), a cloud-native digital wealth management platform for financial advisors and institutions. As of June 30, 2026, and December 31, 2025 the Company maintained a 4% and 3% ownership interest in FusionIQ, respectively. 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 June 30, 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 June 30, 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.

The Company made an additional investment in FusionIQ subsequent to the reporting period. Refer to Note 22 – Subsequent Events for further information.

In the three months ended March 31, 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 received repayment of the $2.0 million of debt in July 2026. As of June 30, 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.

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 June 30, 2026 and December 31, 2025, the Company’s outstanding balance of the mortgage was $4,094,000 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 June 30, 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 June 30, 2026 were as follows:

The interest expense related to this mortgage was $38,000 and $39,000 for the three months ended June 30, 2026, and 2025, respectively. The interest expense related to this mortgage was $75,000 and $77,000 for the six months ended June 30, 2026, and 2025, respectively As of June 30, 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.

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 June 30, 2026, and 2025, respectively. For the six months ended June 30, 2026 and 2025 the Company recognized $480,000 and $425,000 in contra expense, respectively. As of June 30, 2026 and December 31, 2025, the balance of the deferred contract incentive was approximately $4.1 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 and six months ended June 30, 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.

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.

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 June 30, 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 and six months ended June 30, 2026, the Company recorded an income tax benefit of $146,000 and $1,041,000, respectively on pre-tax book loss of $472,000 and $3,339,000, respectively. The effective tax rate for the three and six months ended June 30, 2026 was 30.9% and 31.2% respectively. 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 and six months ended June 30, 2025, the Company recorded an income tax benefit of $1,113,000 and an income tax provision of $722,000 on pre-tax book loss of $5,832,000 and pre-tax book income of $4,664,000, respectively. The effective tax rate for the three and six months ended June 30, 2025 was 19.1% and 15.5% respectively. 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 June 30, 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 June 30, 2026, MSCO’s net capital was $47.3 million, which was approximately $45.4 million in excess of its required net capital of $1.9 million, and its percentage of aggregate debit balances to net capital was 49.71%.

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 June 30, 2026, MSCO’s net capital was $47.3 million, which was approximately $47.3 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.

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 June 30, 2026, MSCO had cash and securities deposits of $163.5 million (cash of $125.6 million, securities with a fair value of $37.9 million) in the special reserve accounts which was $5.5 million in excess of the deposit requirement of $158.0 million. After adjustments for deposit made on July 1, 2026, MSCO had $7.3 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 June 30, 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 June 30, 2026, MSCO had $1.2 million in the special reserve account which was approximately $0.2 million in excess of the deposit requirement of approximately $1.0 million. MSCO made no subsequent deposits or withdrawals on July 1, 2026.

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 June 30, 2026, RISE’s net capital was approximately $1.1 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.

As of June 30, 2026, the Company had margin loans extended to its customers of approximately $437.4 million, of which $88.6 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 and six months ended June 30, 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.

17. Earnings Per Common Share

The following table sets forth the computation of basic and diluted earnings per common share for the periods presented.

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 and six months ended June 30, 2026 the Company had 805,000 and 1,005,000 antidilutive shares outstanding, respectively. For the three and six months ended June 30, 2025, the Company had 0 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. Except as described below, in the Company’s opinion, based on currently available information, the ultimate resolution of current matters is not expected to have a material adverse impact on the Company’s financial position and results of operations as of June 30, 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.

Subsequent to June 30, 2026, the Company settled an arbitration that requires the Company to make a payment of approximately $1.48 million, which is expected to be paid during the third quarter of 2026. As of June 30, 2026, the Company had recorded $1.48 million related to the settlement, which is included in the line item “Accounts payable and accrued liabilities” on the statements of financial condition. The settlement charge of $1.48 million was recognized in line item “Settlement expense” on the statements of operations during the three and six months ended June 30, 2026.

Overnight Financing

As of both June 30, 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.

There was no interest expense related to this credit line for the three months ended June 30, 2026 and 2025. The interest expense for this credit line was $0 and $1,000 for the six months ended June 30, 2026 and 2025, respectively. The commitment fee associated with the utilization of this credit line was $3,000 for both three months ended June 30, 2026 and 2025. The commitment fee was $6,000 and $5,000 for the six months ended June 30, 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 $50,000,000, excess net capital of 25,000,000, 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 June 30, 2026.

There was no interest expense for the BMO Credit Agreement for the three and six months ended June 30, 2026 or 2025. The Company incurred commitment fees of $25,000 and $35,000 for the three months ended June 30, 2026 and 2025, respectively. The Company incurred commitment fees of $51,000 and $56,000 for the six months ended June 30, 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 June 30, 2026, and December 31 2025. The interest expense for this credit line was $95,000 and $0 for the three months ended June 30, 2026 and 2025, respectively. The interest expense for this credit line was $190,000 and $0 for the six months ended June 30, 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 and six months ended June 30, 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”.

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:

For the three and six months ended June 30, 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.

Transaction with Media Platform

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 and six months ended June 30, 2026, the Company recognized approximately $225,000 and $300,000 of advertising expense, respectively, which is included in “Advertising and promotion” in the statements of operations. In addition, the Company recorded approximately $76,000 of prepaid advertising for amounts paid in advance, which is included in “Prepaid expenses and other assets” in the statements of financial condition. In June 2026, the Company issued shares of its common stock with an aggregate value of $189,000, which was recorded in “Prepaid Expenses and Other Assets” on 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 June 30, 2026.

The Company is self-insured with respect to employee health claims. As part of this plan, the Company recognized expenses of $324,000 and $249,000 for the three months ended June 30, 2026 and 2025, respectively. The Company recognized expenses of $740,000 and $634,000 for the six months ended June 30, 2026 and 2025, respectively.

The Company had an accrual of $96,000 and $71,000 as of June 30, 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.

In accordance with ASC Topic 280, the Company discloses significant expense categories that are regularly reviewed by the CODM.

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 $40,000 and $32,000 for the three months ended June 30, 2026 and 2025, respectively. For the six months ended June 30, 2026 and 2025, the Company incurred an expense of $226,000 and $184,000, 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 June 30, 2026, 2,034,000 shares remained available for issuance under the Amended Plan.

The table below presents the Plan awards granted and the related fair values for the six months ended June 30, 2026.

As of June 30, 2026, there was $2,376,000 of total unrecognized compensation cost related to nonvested shares granted. The cost is expected to be recognized over a weighted average period of 2.44 years.

The Company recognized stock-based compensation expense of $368,000 and $435,000 for the three months ended June 30, 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 either the three months ended June 30, 2026 or 2025.

The Company recognized stock-based compensation expense of $1,200,000 and $989,000 for the six months ended June 30, 2026 and 2025, respectively. The Company did not capitalize any stock-based compensation expense for either the six months ended June 30, 2026 or 2025.

21. Related Party Disclosures

KCA

Kennedy Cabot Acquisition, LLC (“KCA”) owns a license from the Muriel Siebert Estate / Foundation to use the names “Muriel Siebert & Co., LLC.” 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 or six months ended June 30, 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 both the three or six months ended June 30, 2026 and 2025.

PW

PW brokers the insurance policies for related parties. Revenue for PW from related parties was $5,000 and $56,000 for the three months ended June 30, 2026 and 2025, respectively. Revenue for PW from related parties was $28,000 and $62,000 for the six months ended June 30, 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 $1,539,000 and $987,000 for the three months ended June 30, 2026 and 2025, respectively. The compensation for the sons of Gloria E. Gebbia and John J. Gebbia was in aggregate $2,567,000 and $1,859,000 for the six months ended June 30, 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 operated 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 June 30, 2026 and 2025, rent expense was $0 and $15,000, respectively, for this branch office. For the six months ended June 30, 2026 and 2025, rent expense was $10,000 and $30,000, 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.

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 $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 $495,000 and $672,000, during the three and six months ended June 30, 2026, respectively, 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 June 30, 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 $8,000 related to this clearing agreement for the three months ended June, 2026 and 2025 respectively. There was an interest expense of $16,000 and $17,000 related to this clearing agreement for the six months ended June, 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 June 30, 2026 and through August 11, 2026, the date of the filing of this Report.

In July 2026, the Company made an additional investment of $1.0 million in FusionIQ, increasing its aggregate investment in FusionIQ to $3.0 million. As a result of the additional investment, the Company’s ownership interest in FusionIQ increased from approximately 4% as of June 30, 2026 to approximately 5%. The additional investment was made pursuant to the terms of the existing investment arrangement and will continue to be accounted for under the measurement alternative in accordance with ASC 321, Investments—Equity Securities, as the investment does not have a readily determinable fair value.

Subsequent to June 30, 2026, the Company received repayment of $2.0 million of debt from Arqitech in July 2026. During the first quarter of 2026, the Company made a strategic investment in Arqitech, 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. Refer to Note 10 – Investments, Cost for further detail.

Subsequent to June 30, 2026, the Company settled an arbitration matter. Pursuant to the settlement agreement, the Company is required to make a payment of approximately $1.48 million, which is expected to be paid during the third quarter of 2026. Refer to Note 18 – Commitments, Contingencies, and Other.

Based on the Company’s assessment, other than the events above, 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 June 30, 2026.

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 second quarter of 2026, loss per share was $0.01, compared to loss per share of $0.12 in the second quarter of 2025. In the second quarter of 2026, our revenues were $31.2 million and operating loss was $0.5 million, compared to revenues of $14.9 million and operating loss of $5.8 million in the second quarter of 2025.

Financial highlights for the three months ended June 30, 2026:

• Investment banking increased by $2.2 million compared to the prior-year period
• Stock borrow / stock loan increased by 43% to $10.8 million compared to the prior-year period
• Advisory fees increased by 31% to $1.0 million compared to the prior-year period

During the three months ended June 30, 2026, revenues increased primarily due to higher activity in our stock borrow / stock loan business, increased investment banking fees, and higher commission revenue. These increases were partially offset by continued investments in the expansion of our business and supporting infrastructure, which contributed to higher personnel expenses, commission and payout expenses, technology costs, advertising and promotion expenses, and costs associated with music production, artist development, marketing, distribution, and related operations, as well as a settlement charge associated with the resolution of an arbitration matter. The year-over-year comparison was also significantly impacted by investment-related losses recognized in the second quarter of 2025. During that period, we recognized approximately $6.8 million of realized and unrealized losses on an equity security investment acquired through a private placement in a company that subsequently completed an initial public offering. Refer to “Investment in Equity Security” below for additional detail.

tZERO Clearing Agreement

During the second quarter of 2026, we entered into clearing agreements with tZERO Digital Asset Securities, LLC and tZERO Securities, LLC (collectively, "tZERO"), privately held financial companies that provide regulated infrastructure for the issuance, management, and trading of digital securities and tokenized assets. Under these agreements, tZERO will provide custody services for digital assets and traditional securities held by certain customers introduced by us and accepted by tZERO on a fully disclosed basis. We believe this relationship expands our available custodial arrangements and enhances our ability to offer digital asset-related services to customers.

Arbitration Settlement

Subsequent to June 30, 2026, we settled an arbitration matter and expect to make a payment of approximately $1.48 million during the third quarter of 2026. We accrued the full amount of the settlement as of June 30, 2026, and the related liability is included in “Accounts payable and accrued liabilities” on the statements of financial condition. The settlement charge of $1.48 million was recognized in line item “Settlement expense” on the statements of operations during the three and six months ended June 30, 2026.

Investment in Equity Security

In the first quarter of 2025, we acquired the Investment in Equity Security in connection with a private placement from a private U.S company that subsequently completed an IPO. Following the IPO, these shares were subject to resale restrictions until they were registered with the SEC.

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 per share price closed at $85.31 on March 31, 2025. In June 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 and recognized a total gain of $2.4 million for the six months ended June 30, 2025. However, we recognized a total realized and unrealized loss of $6.8 million for the three months ended June 30, 2025, which drove our operating loss for the prior-year quarter.

FusionIQ

In the second quarter of 2025, we invested $2.0 million in FusionIQ, a cloud-native digital wealth management platform serving financial advisors and financial institutions. As of June 30, 2026, we held an ownership interest of approximately 4% in FusionIQ. In addition, in December 2025, FusionIQ issued to us a $350,000 convertible promissory note bearing interest at 12% per annum.

We believe our investment in FusionIQ supports our strategy of expanding our digital wealth management capabilities and enhancing the client experience across our platform. In July 2026, we made an additional $1.0 million investment in FusionIQ, increasing our aggregate investment to $3.0 million and our ownership interest to approximately 5%. Refer to Note 22 – Subsequent Events for further information.

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. As part of the investment, we received repayment of $2.0 million of debt in July 2026. 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. The partnership is intended to expand our market reach, increase brand awareness, and provide additional exposure to existing and prospective customers through multimedia content and promotional channels.

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

Results in the Financial Services segment for the three and six months ended June 30, 2026, were impacted by continued growth in certain business lines, including stock borrow / stock loan and investment banking, which were partially offset by higher operating expenses related to higher commission and payout expenses, additional personnel supporting expanded business activities and new business lines, and higher marketing and advertising costs as well as a settlement charge associated with the resolution of an arbitration matter.

For the three and six months ended June 30, 2025, results were significantly impacted by gains and losses recognized on our Investment in Equity Security. During the three months ended June 30, 2025, we recognized realized and unrealized losses of approximately $6.8 million related to this investment. For the six months ended June 30, 2025, the investment generated a net gain of approximately $2.4 million, reflecting the unrealized gain recognized during the first quarter of 2025, partially offset by losses recognized in the second quarter of 2025. These investment-related gains and losses significantly affected year-over-year comparability for both the three- and six-month periods and are discussed further in the section above titled “Investment in Equity Security.”

Other than the above, the primary factors impacting results in the Financial Services segment for the three and six months ended June 30, 2026, 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.
• Higher principal transactions and proprietary trading revenue, primarily due to the year-over-year impact of activity related to the Investment in Equity Security, including the realized loss recognized in the prior-year period.
• Lower interest-related revenue, primarily due to a decline in interest rates compared to the prior-year periods.
• Higher employee compensation and benefits, primarily due to higher commission and payout expenses associated with increased investment banking and stock borrow / stock loan revenue, and additional personnel supporting expanded business activities and new business lines,
• Higher technology and data processing costs, reflecting continued investment in platforms, infrastructure, data services, and technology initiatives.
• Higher professional fees, reflecting increased legal, consulting, accounting, and other professional service costs.
• Higher advertising and promotion expense, reflecting increased marketing, brand, and business development expense.
• Settlement expense related to the resolution of an arbitration matter.

Media, Sports and Entertainment

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 and six months ended June 30, 2026 or June 30, 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 for the three and six month ended June 30, 2026, included the following:

• Employee compensation and benefits increased with additional personnel and related employee costs to support the segment’s operating capabilities, brand-building initiatives, artist relationships and overall business growth.
• Professional fees increased due to higher legal and other fees associated with artist development, music production and related operating activities.
• Advertising and promotion expense increased significantly with investments in marketing and promotional campaigns to support artists, expand audience reach and help emerging talent scale.
• Music production, catalogue development and brand development costs increased as management seeks to build a foundation for future recorded music, streaming, licensing, servicing and other revenue opportunities.

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 in the three months ended March 31, 2026. 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 June 30, 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:

The difference in our simulated incremental increases and decreases in the market interest rates as of June 30, 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.

Technology Initiatives

We have made investments in technology development projects collectively termed as Siebert’s Retail Platform. Technology development projects, including enhancements to the online platform serving Siebert’s retail customer base and corporate services clients, have been placed into service during 2025, and several additional projects are anticipated to go live in 2026. In 2025, we made minority equity investments in and entered into strategic partnerships with FusionIQ and Arqitech to support these technology initiatives and enhance our product offerings. Through these relationships, we are expanding our digital wealth management capabilities, developing new client-facing solutions, and leveraging advanced technology to improve operational efficiency and the overall customer experience. We believe these ongoing investments in technology, strategic partnerships, and platform development will be important in meeting the evolving 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

• 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 and Six Months Ended June 30, 2026 and 2025

Results of Operations

Revenue

Stock borrow / stock loan revenue for the three and six months ended June 30, 2026 was $10.8 million and $17.6 million, respectively, and increased by $3.3 million and $5.3 million, respectively, from the corresponding periods in the prior year, primarily due to growth in stock locate services and securities lending activities.

Interest, marketing and distribution fees for the three and six months ended June 30, 2026 were $6.2 million and $12.1 million, respectively, and decreased by $0.7 million and $1.8 million, respectively, from the corresponding periods in the prior year, primarily due to lower interest rates.

Principal transactions and proprietary trading revenue for the three and six months ended June 30, 2026 was $6.1 million and $10.0 million, respectively, and increased by $10.1 million and $1.0 million, respectively, from the corresponding periods in the prior year. The increase for the three-month period was primarily attributable to the approximately $6.8 million of realized and unrealized losses recognized on the Investment in Equity Security during the second quarter of 2025, which significantly affected comparability. The increase for the six-month period was primarily attributable to improved results from riskless principal transactions and trading activity, partially offset by the $2.4 million unrealized and realized gain occurring in the prior year period. Refer to "Investment in Equity Security" and Note 1 – Organization and Basis of Presentation for additional information.

Commissions and fees for the three and six months ended June 30, 2026 were $2.7 million and $5.0 million, respectively, and increased by $0.6 million and $0.9 million, respectively, from the corresponding periods in the prior year, primarily due to increased customer trading activity and higher commission-generating transactions.

Investment banking revenue for the three and six months ended June 30, 2026 was $2.4 million and $4.0 million, respectively, and increased by $2.2 million and $3.8 million, respectively, from the corresponding periods in the prior year, reflecting continued growth of the business line.

Other income for the three and six months ended June 30, 2026 was $1.6 million and $3.0 million, respectively, and increased by $0.7 million and $1.3 million, respectively, from the corresponding periods in the prior year, primarily due to increased payment-for-order-flow revenue.

Advisory fees for the three and six months ended June 30, 2026 were $1.0 million and $2.0 million, respectively, and increased by $0.2 million and $0.5 million, respectively, from the corresponding periods in the prior year, primarily due to growth in platform assets under management.

Market making revenue for the three and six months ended June 30, 2026 was $0.3 million and $0.9 million, respectively, both of which decreased by $0.2 million compared to the corresponding periods in the prior year, primarily due to lower trading activity and market conditions.

Operating Expenses

Employee compensation and benefits for the three and six months ended June 30, 2026 were $19.2 million and $35.4 million, respectively, and increased by $5.8 million and $10.1 million, respectively, from the corresponding periods in the prior year, primarily due to higher commission payouts driven by increased commission revenue and additional personnel supporting expanded business activities and new business lines.

Clearing fees, including execution costs, for the three and six months ended June 30, 2026 were $0.9 million and $1.5 million, respectively, and increased by $0.4 million and $0.6 million, respectively, from the corresponding periods in the prior year, primarily due to clearing fees associated with the Green Pier arrangement.

Technology and communications expenses for the three and six months ended June 30, 2026 were $1.9 million and $3.7 million, respectively, and increased by $0.9 million and $1.6 million, respectively, from the corresponding periods in the prior year, primarily due to continued investments in technology infrastructure, platform enhancements, and statement printing services.

Other general and administrative expenses for the three and six months ended June 30, 2026 were $2.1 million and $3.8 million, respectively, and increased by $0.2 million and $0.4 million, respectively, from the corresponding periods in the prior year, primarily due to the expansion of business operations.

Data processing expenses for the three and six months ended June 30, 2026 were $1.8 million and $3.0 million, respectively, and increased by $0.6 million and $0.9 million, respectively, from the corresponding periods in the prior year, primarily due to expansion of technology infrastructure.

Rent and occupancy expenses for the three and six months ended June 30, 2026 were $0.5 million and $1.0 million, respectively, both of which increased by $0.1 million compared to the corresponding periods in the prior year.

Professional fees for the three and six months ended June 30, 2026 were $2.1 million and $3.8 million, respectively, and increased by $0.6 million and $0.9 million, respectively, from the corresponding periods in the prior year, primarily due to higher legal and consulting costs.

Depreciation and amortization expenses for the three and six months ended June 30, 2026 were $0.7 million and $1.4 million, respectively. Expenses were unchanged for the three-month period and increased by $0.3 million for the six-month period compared with the corresponding periods in the prior year. The increase in the six-month period was primarily attributable to additional amortization related to technology development projects placed into service.

Interest expense for the three and six months ended June 30, 2026 was $0.2 million and $0.4 million, respectively, and increased by $0.1 million and $0.3 million, respectively, from the corresponding periods in the prior year, primarily due to borrowings under the Company’s short-term line of credit with East West Bank.

Advertising and promotion expense for the three and six months ended June 30, 2026 was $0.8 million and $1.7 million, respectively, and increased by $0.6 million and $1.4 million, respectively, from the corresponding periods in the prior year, primarily due to expanded marketing initiatives supporting business growth and brand awareness.

Goodwill impairment for the three and six months ended June 30, 2026 was $0 million and $0.3 million, respectively, compared to no impairment in the corresponding periods of the prior year. The impairment reflects a goodwill impairment recognized in the Media, Sports and Entertainment segment during the three months ended March 31, 2026. Refer to Note 9 – Goodwill and Other Intangible Assets, Net for additional information.

Intangible asset impairment for the three and six months ended June 30, 2026 was $0 million and $0.5 million, respectively, compared to no impairment in the corresponding periods of the prior year. The impairment reflects a charge related to an artist contract within the Media, Sports and Entertainment segment recognized during the three months ended March 31, 2026. Refer to Note 9 – Goodwill and Other Intangible Assets, Net for additional information.

Settlement expense for both the three and six months ended June 30, 2026 was $1.48 million, primarily due to the settlement expense related to the resolution of an arbitration matter. Refer to Note 18 - Commitments, Contingencies, and Other for further information.

Provision for Income Taxes

The benefit from income taxes for the three months ended June 30, 2026 was $146,000 and decreased by $967,000 from the corresponding period in the prior year, primarily due to a pre-tax loss in the three months ended June 30, 2025. Refer to Note 14 – Income Taxes for additional detail. The benefit from income taxes for the six months ended June 30, 2026 was $1,041,000, compared with a provision for income taxes of $722,000, compared with a provision for income taxes of $722,000 in the corresponding period of the prior year, representing a change of $1,763,000. The change was primarily due to a pre-tax loss in the six months ended June 30, 2026. Refer to Note 14 – Income Taxes for additional detail.

Net Income (Loss) Attributable to Noncontrolling Interests

Net income attributable to noncontrolling interests was $0 for both the three months ended June 30, 2026 and 2025. Net loss attributable to noncontrolling interests for the six months ended June 30, 2026 was $0, compared to net loss attributable to noncontrolling interests of approximately $3,000 in the corresponding period of the prior year, due to Siebert’s acquisition of the remaining ownership interest in RISE. As of June 30, 2026 and December 31, 2025, RISE was wholly owned by Siebert.

Statements of Financial Condition As of June 30, 2026 and December 31, 2025

Assets

Assets as of June 30, 2026 were $968,763,000 and increased by $209,721,000 from December 31, 2025, primarily due to an increase in securities borrowed, partially offset by a decrease in securities owned, at fair value.

Liabilities

Liabilities as of June 30, 2026 were $ 880,112,000 and increased by $210,230,000 from December 31, 2025, primarily due to an increase in securities loaned and payables to broker-dealers and clearing organizations, partially offset by a decrease in drafts payable.

Liquidity and Capital Resources

Overview

As of June 30, 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 $16.1 million and $22.4 million as of June 30, 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 June 30, 2026, $5 million was outstanding related to the above EWB Credit Agreement. The interest rate was 7.5% for this credit facility during both the three and six months ended June 30, 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.

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 $50,000,000, excess net capital of 25,000,000, 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 June 30, 2026. As of June 30, 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 June 30, 2026.

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

(2) 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.

(3) 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 $0.8 million in cash and approximately $0.2 million 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 and RISE can transfer funds to Siebert as long as MSCO and RISE maintain their liquidity and regulatory capital requirements. For the six months ended June, 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.

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 six months ended June 30, 2026, cash used in operating activities decreased by $5.2 million compared to the prior year period, which was primarily driven by the net change in securities loaned, securities borrowed, securities segregated, receivables from customers, and payables to customers.

For the six months ended June 30, 2026, cash used in investing activities decreased by $2.5 million compared to the prior year period, which was primarily driven by the investment in FusionIQ in 2025 and lower software capital expenditures in the six months ended June 30, 2026.

For the six months ended June 30, 2026, cash flows used in financing activities decreased by $34,000 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 June 30, 2026, we do not expect to terminate the contract with NFS before the end of the contract term. For the three and six months ended June 30, 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 June 30, 2026, the total remaining minimum expense for this arrangement is estimated at approximately $1.3 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 and six months ended June 30, 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.

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 June 30, 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.

In 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 June 30, 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.

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.

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. Except as described below, in our opinion, based on currently available information, the ultimate resolution of current matters is not expected to 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.

Subsequent to June 30, 2026, the Company settled an arbitration that requires the Company to make a payment of approximately $1.48 million, which is expected to be paid during the third quarter of 2026. As of June 30, 2026, the Company had recorded $1.48 million related to the settlement, which is included in the line item “Accounts payable and accrued liabilities” on the statements of financial condition. The settlement charge of $1.48 million was recognized in line item “Settlement expense” on the statements of operations during the three and six months ended June 30, 2026.

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 June 30, 2026, as such terms are defined under Item 408(a) of Regulation S-K.

ITEM 6. EXHIBITS

** 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.