Siebert Financial (Nasdaq: SIEB) swings to H1 2026 loss despite revenue growth
Siebert Financial Corp. reported higher revenue but a swing to loss for the six months ended June 30, 2026. Total revenue rose to $54.6 million from $43.8 million a year earlier, driven by growth in stock borrow/loan activity, riskless principal trading, investment banking, and advisory fees.
Expenses increased to $58.0 million from $39.1 million, reflecting higher compensation, technology, professional fees, advertising, and a $1.48 million settlement charge. The company also recorded $330,000 of goodwill impairment and $454,000 of intangible asset impairment in its Media, Sports and Entertainment segment, which generated $624,000 of revenue and a $2.9 million operating loss year-to-date. Net loss attributable to common shareholders was $2.3 million versus net income of $3.9 million in the prior-year period.
Total assets expanded to $968.8 million, largely from higher securities borrowed and loaned balances, while stockholders’ equity was $88.7 million. Operating activities used $28.7 million of cash, but cash and segregated cash remained $142.8 million. Key broker-dealer subsidiaries MSCO and RISE stayed well above their regulatory net capital requirements, and Siebert added strategic relationships and investments, including a clearing arrangement with an FMR affiliate and positions in FusionIQ and Arqitech.
Positive
- Revenue grew to $54.6 million for the six months ended June 30, 2026 from $43.8 million a year earlier, supported by stronger stock borrow/loan, riskless principal trading, investment banking, and advisory activity.
- MSCO reported $47.3 million of net capital, exceeding its SEC requirement by about $45.4 million, while RISE also maintained net capital well above its minimums, indicating strong regulatory capital cushions.
- Cash and segregated cash totaled $142.8 million at June 30, 2026, providing substantial liquidity despite higher balance-sheet activity in securities borrowing and lending.
- Siebert is expanding strategically via a new clearing arrangement with an FMR affiliate, a media partnership, and minority investments in FusionIQ ($2.0 million) and Arqitech ($2.5 million), aimed at digital wealth, fintech, and brand-building.
Negative
- Net results deteriorated to a $2.3 million net loss for the six months ended June 30, 2026, compared with net income of $3.9 million in the prior-year period.
- Total expenses increased to $58.0 million from $39.1 million, including a $1.48 million settlement charge, higher compensation, professional fees, technology, and advertising costs.
- The Media, Sports and Entertainment segment produced only $624,000 of revenue for the first half of 2026 but an operating loss of $2.9 million, plus $330,000 goodwill and $454,000 intangible asset impairments.
- Operating activities used $28.7 million of cash in the first half of 2026, reflecting working-capital swings tied to receivables, securities financing, and other assets and liabilities.
- Goodwill and intangible impairments totaling $784,000 in the Media, Sports and Entertainment reporting unit signal weaker-than-expected economics for that newer business line.
Filing Explained
The filing records 100,000 common shares issued for $189,000 of media-platform consideration, while the shelf produced no sales through June 30, 2026.
This Form 10-Q is an unaudited quarterly report covering interim financial statements and updates to risks and liquidity. In June 2026, the company issued 100,000 common shares with an aggregate value of
The company also says no shares were sold under its Form S-3 Sales Agreement during the three and six months ended
After
The filing also discloses a new ten-year West Hollywood office lease beginning in July 2026, with average annual rent of
Key Figures
Key Terms
Stock borrow / stock loan financial
Special Reserve Account regulatory
Goodwill impairment financial
Deferred contract incentive financial
Baby shelf rules regulatory
Margin loans financial
Earnings Snapshot
AI-generated analysis. How Rhea-AI works. Not financial advice.
FAQ
How did Siebert Financial (SIEB) perform financially for the six months ended June 30, 2026?
What were Siebert Financial (SIEB)’s key revenue drivers in the first half of 2026?
How strong is Siebert Financial (SIEB)’s capital and liquidity position at June 30, 2026?
What impact did the Media, Sports and Entertainment segment have on Siebert Financial (SIEB) in 2026?
Did Siebert Financial (SIEB) incur any significant legal or settlement costs in 2026?
What major credit facilities and debt obligations does Siebert Financial (SIEB) have outstanding?
How did operating cash flow trend for Siebert Financial (SIEB) in the first half of 2026?
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.
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM
(Mark One)
For the quarterly period ended
OR
For the transition period from ____________________________ to __________________________
Commission file number
| (Exact Name of Registrant as Specified in its Charter) |
| New York | ||
| (State or Other Jurisdiction of Incorporation or Organization) |
(I.R.S. Employer Identification No.) |
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| (Address of Principal Executive Offices) (Zip Code) | ||
(Registrant’s Telephone Number, Including Area Code)
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| (Former Name, Former Address and Former Fiscal Year, if Changed Since Last Report) |
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered | ||
| The |
Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 (“Exchange Act”) during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
| Large accelerated filer ☐ | Accelerated filer ☐ |
| Smaller reporting company | |
| Emerging growth company |
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).
Yes ☐ No
Indicate the number of shares outstanding of each of the issuer’s classes of common equity, as of the latest practicable date: As of August 11, 2026, there were 42,100,936 issued and
SIEBERT FINANCIAL CORP.
INDEX
| PART I - FINANCIAL INFORMATION | 1 |
| ITEM 1. FINANCIAL STATEMENTS | 1 |
| CONDENSED CONSOLIDATED STATEMENTS OF FINANCIAL CONDITION | 1 |
| CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS | 2 |
| CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY | 3 |
| CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS | 4 |
| NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS | 5 |
| ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS | 27 |
| ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK | 40 |
| ITEM 4. CONTROLS AND PROCEDURES | 40 |
| PART II - OTHER INFORMATION | 41 |
| ITEM 1. LEGAL PROCEEDINGS | 41 |
| ITEM 1A. RISK FACTORS | 41 |
| ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS | 41 |
| ITEM 3. DEFAULTS UPON SENIOR SECURITIES | 41 |
| ITEM 4. MINE SAFETY DISCLOSURES | 41 |
| ITEM 5. OTHER INFORMATION | 41 |
| ITEM 6. EXHIBITS | 41 |
| SIGNATURES | 42 |
- i -
Forward-Looking Statements
For purposes of this Quarterly Report on Form 10-Q (“Report”), the terms “Siebert,” “Company,” “we,” “us” and “our” refer to Siebert Financial Corp., and its wholly-owned and majority-owned subsidiaries collectively, unless the context otherwise requires.
The statements contained throughout this Report, that are not historical facts, including statements about our beliefs and expectations, are “forward-looking statements” within the meaning of the U.S. Private Securities Litigation Reform Act of 1995. Forward-looking statements may appear throughout this Report, including in Item 2 “Management’s Discussion and Analysis of Financial Condition and Results of Operations.” Forward-looking statements include statements preceded by, followed by or that include the words “may,” “could,” “would,” “should,” “believe,” “expect,” “anticipate,” “plan,” “estimate,” “target,” “project,” “intend” and similar words or expressions. In addition, any statements that refer to expectations, projections, or other characterizations of future events or circumstances are forward-looking statements.
These forward-looking statements, which reflect our beliefs, objectives, and expectations as of the date hereof, are based on the best judgment of management. All forward-looking statements speak only as of the date on which they are made. Such forward-looking statements are subject to certain risks, uncertainties and assumptions relating to factors that could cause actual results to differ materially from those anticipated in such statements, including the following: economic, social and political conditions, global economic downturns, including those resulting from extraordinary events; changes and volatility in tariffs and trade policies; securities industry risks; interest rate risks; liquidity risks; credit risk with clients and counterparties; risk of liability for errors in clearing functions; systemic risk; systems failures, delays and capacity constraints; network security risks; competition; reliance on external service providers; new laws and regulations affecting our business; net capital requirements; extensive regulation, regulatory uncertainties and legal matters; failure to maintain relationships with employees, customers, business partners or governmental entities; risks related to new business lines; the inability to achieve synergies or to implement integration plans and other consequences associated with risks and uncertainties detailed in Part I, Item 1A – “Risk Factors” of our Annual Report on Form 10-K for the year ended December 31, 2025, (“2025 Form 10-K”), and our other filings with the Securities and Exchange Commission (“SEC”).
We caution that the foregoing list of factors is not exclusive, and new factors may emerge, or changes to the foregoing factors may occur, that could impact our business. The forward-looking statements are based upon management’s beliefs and assumptions and are made as of the date of this Report. You should not place undue reliance on these forward-looking statements. We undertake no obligation to publicly update or revise these statements, whether as a result of new information, future events or otherwise, except to the extent required by the federal securities laws.
- ii -
PART I - FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
SIEBERT FINANCIAL CORP. & SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF FINANCIAL CONDITION
| June 30, 2026 (unaudited) |
December 31, 2025 |
|||||||
| ASSETS | ||||||||
| Current assets | ||||||||
| Cash and cash equivalents | $ | $ | ||||||
| Cash and securities segregated for regulatory purposes; (Cash of $ | ||||||||
| Receivables from customers | ||||||||
| Receivables from broker-dealers and clearing organizations | ||||||||
| Receivables from non-customers | ||||||||
| Notes receivable | ||||||||
| Other receivables | ||||||||
| Prepaid expenses and other assets | ||||||||
| Securities borrowed | ||||||||
| Securities owned, at fair value | ||||||||
| Taxes receivable | ||||||||
| Total Current assets | ||||||||
| Deposits with broker-dealers and clearing organizations | ||||||||
| Property, office facilities, and equipment, net | ||||||||
| Software, net | ||||||||
| Other intangible assets, net | ||||||||
| Lease right-of-use assets | ||||||||
| Investments, cost | ||||||||
| Deferred tax assets | ||||||||
| Goodwill | ||||||||
| Total Assets | $ | $ | ||||||
| LIABILITIES AND STOCKHOLDERS’ EQUITY | ||||||||
| Liabilities | ||||||||
| Current liabilities | ||||||||
| Payables to customers | $ | $ | ||||||
| Payables to non-customers | ||||||||
| Drafts payable | ||||||||
| Payables to broker-dealers and clearing organizations | ||||||||
| Accounts payable and accrued liabilities | ||||||||
| Securities loaned | ||||||||
| Securities sold, not yet purchased, at fair value | ||||||||
| Other deferred revenue | ||||||||
| Contract termination liability | — | |||||||
| Current portion of deferred contract incentive | ||||||||
| Current portion of lease liabilities | ||||||||
| Current portion of debt | ||||||||
| Total Current liabilities | ||||||||
| Deferred contract incentive, less current portion | ||||||||
| Lease liabilities, less current portion | ||||||||
| Debt, less current portion | ||||||||
| Total Liabilities | ||||||||
| Stockholders’ Equity | ||||||||
| Common stock, $ | ||||||||
| Treasury stock, at cost; | ( | ) | ( | ) | ||||
| Additional paid-in capital | ||||||||
| Retained earnings | ||||||||
| Total Stockholders’ equity | ||||||||
| Total Liabilities and Stockholders’ Equity | $ | $ | ||||||
Numbers are rounded for presentation purposes. See notes to condensed consolidated financial statements.
-1-
SIEBERT FINANCIAL CORP. & SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(unaudited)
| Three Months Ended June 30, |
Six Months Ended June 30, |
|||||||||||||||
| 2026 | 2025 | 2026 | 2025 | |||||||||||||
| Revenue | ||||||||||||||||
| Stock borrow / stock loan | $ | $ | $ | $ | ||||||||||||
| Interest, marketing and distribution fees | ||||||||||||||||
| Principal transactions and proprietary trading | ( | ) | ||||||||||||||
| Commissions and fees | ||||||||||||||||
| Investment banking | ||||||||||||||||
| Other income | ||||||||||||||||
| Advisory fees | ||||||||||||||||
| Market making | ||||||||||||||||
| Total Revenue | ||||||||||||||||
| Expenses | ||||||||||||||||
| Employee compensation and benefits | ||||||||||||||||
| Clearing fees, including execution costs | ||||||||||||||||
| Technology and communications | ||||||||||||||||
| Other general and administrative | ||||||||||||||||
| Data processing | ||||||||||||||||
| Rent and occupancy | ||||||||||||||||
| Professional fees | ||||||||||||||||
| Depreciation and amortization | ||||||||||||||||
| Advertising and promotion | ||||||||||||||||
| Interest expense | ||||||||||||||||
| Settlement expense | — | — | ||||||||||||||
| Intangible asset impairment | — | — | — | |||||||||||||
| Goodwill impairment | — | — | — | |||||||||||||
| Total Expenses | ||||||||||||||||
| Operating income (loss) | ( | ) | ( | ) | ( | ) | ||||||||||
| Income (loss) before provision for (benefit from) income taxes | ( | ) | ( | ) | ( | ) | ||||||||||
| Provision for (benefit from) income taxes | ( | ) | ( | ) | ( | ) | ||||||||||
| Net income (loss) | ( | ) | ( | ) | ( | ) | ||||||||||
| Less net loss attributable to noncontrolling interests | — | — | — | ( | ) | |||||||||||
| Net income (loss) available to common stockholders | $ | ( | ) | $ | ( | ) | $ | ( | ) | $ | ||||||
| Net income (loss) available to common stockholders per share of common stock | ||||||||||||||||
| Basic and diluted | $ | ( | ) | $ | ( | ) | $ | ( | ) | $ | ||||||
| Weighted average shares outstanding | ||||||||||||||||
| Basic and diluted | ||||||||||||||||
Numbers are rounded for presentation purposes. See notes to condensed consolidated financial statements.
-2-
SIEBERT FINANCIAL CORP. & SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY
(unaudited)
| Common Stock | Treasury Stock | |||||||||||||||||||||||||||||||||||
| Number of Shares Issued |
$0.01 Par Value |
Number of Shares |
Amount | Additional Paid-In Capital |
Retained Earnings | Total Stockholders’ Equity |
Noncontrolling Interest | Total Equity | ||||||||||||||||||||||||||||
| Balance – January 1, 2025 | $ | | $ | ( | ) | $ | $ | $ | | $ | $ | |||||||||||||||||||||||||
| Share-based compensation | — | — | — | — | ||||||||||||||||||||||||||||||||
| RISE cash distribution | — | — | — | — | — | — | — | ( | ) | ( | ) | |||||||||||||||||||||||||
| Net income (loss) | — | — | — | — | — | ( | ) | |||||||||||||||||||||||||||||
| Balance – March 31, 2025 | $ | $ | ( | ) | $ | $ | $ | $ | $ | |||||||||||||||||||||||||||
| Share-based compensation | — | — | — | — | ||||||||||||||||||||||||||||||||
| Net loss | — | — | — | — | — | ( | ) | ( | ) | — | ( | ) | ||||||||||||||||||||||||
| Balance – June 30, 2025 | $ | ( | ) | $ | $ | $ | $ | $ | ||||||||||||||||||||||||||||
| Common Stock | Treasury Stock | |||||||||||||||||||||||||||||||||||
| Number of Shares Issued |
$0.01 Par Value |
Number of Shares |
Amount | Additional Paid-In Capital |
Retained Earnings | Total Stockholders’ Equity |
Noncontrolling Interest | Total Equity | ||||||||||||||||||||||||||||
| Balance – January 1, 2026 | $ | | $ | ( | ) | $ | $ | $ | | $ | — | $ | ||||||||||||||||||||||||
| Share-based compensation | — | — | — | — | ||||||||||||||||||||||||||||||||
| Transaction with FMR | — | — | — | — | — | — | ||||||||||||||||||||||||||||||
| Net loss | — | — | — | — | — | ( | ) | ( | ) | — | ( | ) | ||||||||||||||||||||||||
| Balance – March 31, 2026 | $ | $ | ( | ) | $ | $ | $ | $ | — | $ | ||||||||||||||||||||||||||
| Share-based compensation | — | — | — | — | ||||||||||||||||||||||||||||||||
| Transaction with media platform (1) | — | — | — | — | ||||||||||||||||||||||||||||||||
| Transaction with FMR | — | — | — | — | — | — | ||||||||||||||||||||||||||||||
| Net income | — | — | — | — | — | ( | ) | ( | ) | — | ( | ) | ||||||||||||||||||||||||
| Balance – June 30, 2026 | $ | $ | ( | ) | $ | $ | $ | | $ | — | $ | |||||||||||||||||||||||||
Numbers are rounded for presentation purposes. See notes to condensed consolidated financial statements.
| (1) |
-3-
SIEBERT FINANCIAL CORP. & SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(unaudited)
Six Months Ended June 30, |
||||||||
| 2026 | 2025 | |||||||
| Cash Flows From Operating Activities | ||||||||
| Net income (loss) | $ | ( | ) | $ | ||||
| Adjustments to reconcile net income (loss) to net cash used in operating activities: | ||||||||
| Deferred tax expense (benefit) | ( | ) | ||||||
| Depreciation and amortization | ||||||||
| Goodwill impairment | — | |||||||
| Intangible asset impairment | — | |||||||
| Loss on disposal of assets | — | |||||||
| FMR clearing arrangement (2) | — | |||||||
| Share-based compensation (3) | ||||||||
| Interest related to contract termination liability payment | ||||||||
| Changes in | ||||||||
| Securities segregated for regulatory purposes | ( | ) | ||||||
| Receivables from customers | ( | ) | ||||||
| Receivables from non-customers | ( | ) | ( | ) | ||||
| Receivables from and deposits with broker-dealers and clearing organizations | ( | ) | ( | ) | ||||
| Securities borrowed | ( | ) | ( | ) | ||||
| Securities owned, at fair value | ||||||||
| Notes receivable | ( | ) | — | |||||
| Prepaid expenses and other assets | ( | ) | ( | ) | ||||
| Payables to customers | ( | ) | ||||||
| Payables to non-customers | ( | ) | ( | ) | ||||
| Drafts payable | ( | ) | ( | ) | ||||
| Payables to broker-dealers and clearing organizations | ||||||||
| Accounts payable and accrued liabilities | ( | ) | ||||||
| Securities loaned | ||||||||
| Securities sold, not yet purchased, at fair value | ( | ) | ( | ) | ||||
| Net lease liabilities | ( | ) | ( | ) | ||||
| Taxes payable / receivable | ( | ) | ||||||
| NFS business development credits | ( | ) | ( | ) | ||||
| Other deferred revenue | ||||||||
| Contract termination liability payment | ( | ) | ( | ) | ||||
| Net cash used in operating activities | ( | ) | ( | ) | ||||
| Cash Flows From Investing Activities | ||||||||
| Purchase of office facilities and equipment | ( | ) | ( | ) | ||||
| Purchase of software | ( | ) | ( | ) | ||||
| Additions to property, office facilities, and equipment | ( | ) | ( | ) | ||||
| Cash paid in investments at cost | ( | ) | ( | ) | ||||
| Acquisition of BMLG assets | — | ( | ) | |||||
| Net cash used in investing activities | ( | ) | ( | ) | ||||
| Cash Flows From Financing Activities | ||||||||
| RISE cash distribution | — | ( | ) | |||||
| Repayments of long-term debt | ( | ) | ( | ) | ||||
| Net cash used in financing activities | ( | ) | ( | ) | ||||
| Net change in cash and cash equivalents, and cash segregated for regulatory purposes | ( | ) | ( | ) | ||||
| Cash and cash equivalents, and cash segregated for regulatory purposes - beginning of period | ||||||||
| Cash and cash equivalents, and cash segregated for regulatory purposes - end of period | $ | $ | ||||||
| Reconciliation of cash, cash equivalents, and cash segregated for regulatory purposes | ||||||||
| Cash and cash equivalents - end of period | ||||||||
| Cash segregated for regulatory purposes - end of period | ||||||||
| Cash and cash equivalents, and cash segregated for regulatory purposes - end of period | $ | $ | ||||||
| Supplemental cash flow information | ||||||||
| Cash paid during the period for income taxes | $ | $ | ||||||
| Cash paid during the period for interest | $ | $ | ||||||
| Non-cash investing and financing activities | ||||||||
| Transaction with media platform | $ | $ | — | |||||
| (2) |
| (3) |
Numbers are rounded for presentation purposes. See notes to condensed consolidated financial statements.
-4-
SIEBERT FINANCIAL CORP. & SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(unaudited)
1. Organization and Basis of Presentation
Organization
Siebert Financial Corp., a New York corporation, incorporated in 1934, is a holding company that conducts the following lines of business through its wholly-owned subsidiaries:
| ● | Muriel Siebert & Co., LLC (“MSCO”) provides retail brokerage and investment banking services. MSCO is a Delaware limited liability company and broker-dealer registered with the SEC under the Exchange Act and the Commodity Exchange Act of 1936, and member of the Financial Industry Regulatory Authority (“FINRA”), the New York Stock Exchange (“NYSE”), the Securities Investor Protection Corporation (“SIPC”), Euroclear, the National Futures Association (“NFA”), and the Commodity Futures Trading Commission (“CFTC”). | |
| ● | Siebert AdvisorNXT, LLC (“SNXT”) provides investment advisory services. SNXT is a New York corporation registered with the SEC as a Registered Investment Advisor (“RIA”) under the Investment Advisers Act of 1940. | |
| ● | Park Wilshire Companies, Inc. (“PW”) provides insurance services. PW is a Texas corporation and licensed insurance agency. | |
| ● | Siebert Technologies, LLC (“STCH”) provides technology development. STCH is a Nevada limited liability company. | |
| ● | RISE Financial Services, LLC (“RISE”) is a Delaware limited liability company and broker-dealer registered with the SEC, CFTC, FINRA, SIPC, and NFA. | |
| ● | StockCross Digital Solutions, Ltd. (“STXD”) is an inactive subsidiary headquartered in Bermuda. | |
| ● | Gebbia 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 $
The Company operates
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.
-5-
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 $
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 $
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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 $
The purchase price was allocated as follows:
| Consideration: | ||||
| Cash payment | $ | |||
| Direct transaction costs | ||||
| Total consideration | $ | |||
| Assets acquired: | ||||
| Recorded masters | $ | |||
| Total allocated costs | $ | |||
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:
As of June 30, | As of December 31, | |||||||
| Receivables from and deposits with broker-dealers and clearing organizations | ||||||||
| DTCC / OCC / NSCC (1) | $ | $ | | |||||
| Goldman Sachs & Co. LLC (“GSCO”) | ||||||||
| National Financial Services, LLC (“NFS”) | ||||||||
| Underwriting fees receivable | — | |||||||
| FMR(2) | — | |||||||
| Securities fail-to-deliver | ||||||||
| Globalshares | ||||||||
| Other receivables | — | |||||||
| Total Receivables from and deposits with broker-dealers and clearing organizations | $ | $ | ||||||
| Payables to broker-dealers and clearing organizations | ||||||||
| Securities fail-to-receive | $ | $ | ||||||
| Payables to broker-dealers | ||||||||
| Total Payables to broker-dealers and clearing organizations | $ | $ | ||||||
| (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”). |
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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 $
| (2) |
5. Fair Value Measurements
Overview
ASC 820 defines fair value, establishes a framework for measuring fair value as well as a hierarchy of fair value inputs. Refer to the below as well as Note 2 – Summary of Significant Accounting Policies in the Company’s 2025 Form 10-K for further information regarding fair value hierarchy, valuation techniques and other items related to fair value measurements.
Financial Assets and Liabilities Measured at Fair Value on a Recurring Basis
The tables below present, by level within the fair value hierarchy, financial assets and liabilities, measured at fair value on a recurring basis for the periods indicated. As required by ASC Topic 820, financial assets and financial liabilities are classified in their entirety based on the lowest level of input that is significant to the respective fair value measurement.
| As of June 30, 2026 | ||||||||||||||||
| Level 1 | Level 2 | Level 3 | Total | |||||||||||||
| Assets | ||||||||||||||||
| Cash and securities segregated for regulatory purposes | ||||||||||||||||
| U.S. government securities | $ | $ | — | $ | — | $ | ||||||||||
| Securities owned, at fair value | ||||||||||||||||
| U.S. government securities | $ | $ | — | $ | — | $ | ||||||||||
| Certificates of deposit | — | — | ||||||||||||||
| Corporate bonds | — | — | ||||||||||||||
| Equity securities | — | |||||||||||||||
| Total Securities owned, at fair value | $ | $ | $ | — | $ | |||||||||||
| Liabilities | ||||||||||||||||
| Securities sold, not yet purchased, at fair value | ||||||||||||||||
| Equity securities | $ | $ | — | $ | — | $ | ||||||||||
| Total Securities sold, not yet purchased, at fair value | $ | $ | — | $ | — | $ | ||||||||||
-8-
| As of December 31, 2025 | ||||||||||||||||
| Level 1 | Level 2 | Level 3 | Total | |||||||||||||
| Assets | ||||||||||||||||
| Cash and securities segregated for regulatory purposes | ||||||||||||||||
| U.S. government securities | $ | $ | — | $ | — | $ | ||||||||||
| Securities owned, at fair value | ||||||||||||||||
| U.S. government securities | $ | $ | — | $ | — | $ | ||||||||||
| Certificates of deposit | — | — | ||||||||||||||
| Equity securities | — | |||||||||||||||
| Total Securities owned, at fair value | $ | $ | $ | — | $ | |||||||||||
| Liabilities | ||||||||||||||||
| Securities sold, not yet purchased, at fair value | ||||||||||||||||
| Equity securities | $ | $ | — | $ | — | $ | ||||||||||
| Corporate bonds | — | — | ||||||||||||||
| Options | — | — | ||||||||||||||
| Total Securities sold, not yet purchased, at fair value | $ | $ | $ | — | $ | |||||||||||
The Company had U.S. government securities with the market values and maturity dates for the periods indicated below.
| As of June 30, 2026 | ||||
| Maturing in 2026 | $ | | ||
| Maturing in 2027 | ||||
| Maturing in 2028 | ||||
| Accrued interest | ||||
| Total Market value | $ | |||
| As of December 31, 2025 | ||||
| Maturing in 2026 | $ | | ||
| Maturing in 2027 | ||||
| Accrued interest | ||||
| Total Market value | $ | |||
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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.
| As of June 30, 2026 | ||||||||||||||||||||
| Carrying Value | Fair Value | Level 1 | Level 2 | Level 3 | ||||||||||||||||
| Financial assets, not measured at fair value | ||||||||||||||||||||
| Cash and cash equivalents | $ | $ | $ | $ | — | $ | — | |||||||||||||
| Cash – segregated for regulatory purposes | — | — | ||||||||||||||||||
| Securities borrowed | — | — | ||||||||||||||||||
| Receivables from customers | — | — | ||||||||||||||||||
| Receivables from non-customers | — | — | ||||||||||||||||||
| Receivables from broker-dealers and clearing organizations | — | — | ||||||||||||||||||
| Notes receivable | ||||||||||||||||||||
| Other receivables | — | — | ||||||||||||||||||
| Deposits with broker-dealers and clearing organizations | — | — | ||||||||||||||||||
| Total financial assets, not measured at fair value | $ | $ | $ | $ | $ | — | ||||||||||||||
| Financial liabilities, not measured at fair value | ||||||||||||||||||||
| Securities loaned | $ | $ | $ | — | $ | $ | — | |||||||||||||
| Payables to customers | — | — | ||||||||||||||||||
| Payables to non-customers | — | — | ||||||||||||||||||
| Drafts payable | — | — | ||||||||||||||||||
| Payables to broker-dealers and clearing organizations | — | — | ||||||||||||||||||
| Debt | — | — | ||||||||||||||||||
| Total financial liabilities, not measured at fair value | $ | $ | $ | — | $ | $ | — | |||||||||||||
| As of December 31, 2025 | ||||||||||||||||||||
| Carrying Value | Fair Value | Level 1 | Level 2 | Level 3 | ||||||||||||||||
| Financial assets, not measured at fair value | ||||||||||||||||||||
| Cash and cash equivalents | $ | $ | $ | $ | — | $ | — | |||||||||||||
| Cash – segregated for regulatory purposes | — | — | ||||||||||||||||||
| Securities borrowed | — | — | ||||||||||||||||||
| Receivables from customers | — | — | ||||||||||||||||||
| Receivables from non-customers | — | — | ||||||||||||||||||
| Receivables from broker-dealers and clearing organizations | — | — | ||||||||||||||||||
| Other receivables | — | — | ||||||||||||||||||
| Deposits with broker-dealers and clearing organizations | — | — | ||||||||||||||||||
| Total financial assets, not measured at fair value | $ | $ | $ | $ | $ | — | ||||||||||||||
| Financial liabilities, not measured at fair value | ||||||||||||||||||||
| Securities loaned | $ | $ | $ | — | $ | $ | — | |||||||||||||
| Payables to customers | — | — | ||||||||||||||||||
| Payables to non-customers | — | — | ||||||||||||||||||
| Drafts payable | — | — | ||||||||||||||||||
| Payables to broker-dealers and clearing organizations | — | — | ||||||||||||||||||
| Debt | — | — | ||||||||||||||||||
| Contract termination liability | — | — | ||||||||||||||||||
| Total financial liabilities, not measured at fair value | $ | $ | $ | — | $ | $ | — | |||||||||||||
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6. Property, Office Facilities, and Equipment, Net
Property, office facilities, and equipment consisted of the following as of the periods indicated:
As of June 30, | As of December 31, | |||||||
| Property | $ | $ | | |||||
| Office facilities | ||||||||
| Equipment | ||||||||
| Total Property, office facilities, and equipment | ||||||||
| Less accumulated depreciation | ( | ) | ( | ) | ||||
| Total Property, office facilities, and equipment, net | $ | $ | ||||||
Total depreciation expense for property, office facilities, and equipment was $
7. Software, Net
Software consisted of the following as of the periods indicated:
As of June 30, | As of December 31, | |||||||
| Software | $ | $ | | |||||
| Retail Platform | ||||||||
| Total Software | ||||||||
| Less accumulated amortization - Software | ( | ) | ( | ) | ||||
| Less accumulated amortization – Retail Platform | ( | ) | ( | ) | ||||
| Total Software, net | $ | $ | ||||||
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 $
Software development totaling $
Total amortization of software was $
As of June 30, 2026, the Company estimates the following future amortization of software assets:
| Year | Amount | |||
| 2026 | $ | |||
| 2027 | ||||
| 2028 | ||||
| 2029 | ||||
| 2030 and after | ||||
| Total | $ | |||
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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.
| Lease Term and Discount Rate | As of June 30, | As of December 31, | ||||||
| Weighted average remaining lease term – operating leases (in years) | | |||||||
| Weighted average discount rate – operating leases | % | % | ||||||
Three Months Ended June 30, | Six Months Ended June 30, | |||||||||||||||
| 2026 | 2025 | 2026 | 2025 | |||||||||||||
| Operating lease cost | $ | $ | $ | $ | ||||||||||||
| Short-term lease cost | ||||||||||||||||
| Variable lease cost | ||||||||||||||||
| Total Rent and occupancy | $ | $ | $ | $ | ||||||||||||
| Cash paid for amounts included in the measurement of lease liabilities | ||||||||||||||||
| Operating cash flows from operating leases | $ | $ | $ | $ | ||||||||||||
| Lease right-of-use assets obtained in exchange for new lease liabilities | ||||||||||||||||
| Operating leases | $ | $ | $ | $ | ||||||||||||
Lease Commitments
Future annual minimum payments for operating leases with initial terms of greater than one year as of June 30, 2026 were as follows:
| Year | Amount | |||
| 2026 | $ | |||
| 2027 | ||||
| 2028 | ||||
| 2029 | ||||
| Remaining balance of lease payments | ||||
| Less: difference between undiscounted cash flows and discounted cash flows | ||||
| Lease liabilities | $ | |||
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
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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 $
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 $
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 $
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 $
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10. Investments, Cost
In the three months ended June 30, 2025, the Company made strategic investments for a total of $
In December 2025, Fusion IQ issued a convertible promissory note to the Company in the principal amount of $
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 $
11. Long-Term Debt
Mortgage with East West Bank
Overview
On December 30, 2021, the Company purchased the Miami office building for approximately $
The Company’s obligations under the mortgage are secured by a lien on the Miami office building and the term of the loan is
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Remaining Payments
Future remaining annual minimum principal payments for the mortgage with East West Bank as of June 30, 2026 were as follows:
| Year | Amount | |||
| 2026 | $ | |||
| 2027 | ||||
| 2028 | ||||
| 2029 | ||||
| 2030 | ||||
| Thereafter | ||||
| Total | $ | |||
The interest expense related to this mortgage was $
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 $
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 $
In relation to these agreements, the Company recognized $
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.
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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.
Three Months Ended June 30, | Six Months Ended June 30, | |||||||||||||||
| 2026 | 2025 | 2026 | 2025 | |||||||||||||
| Revenues from Contracts with Customers | ||||||||||||||||
| Stock borrow / stock loan | ||||||||||||||||
| Retail fees (rebates) | $ | $ | $ | $ | ||||||||||||
| Stock locate services | ||||||||||||||||
| Interest, marketing and distribution fees | ||||||||||||||||
| Marketing and distribution fees | ||||||||||||||||
| Principal transactions and proprietary trading | ||||||||||||||||
| Riskless principal transactions with customers | $ | $ | $ | |||||||||||||
| Commissions and fees | ||||||||||||||||
| Brokerage commissions | ||||||||||||||||
| Distribution fees | ||||||||||||||||
| Insurance commissions | ||||||||||||||||
| Investment Banking | ||||||||||||||||
| Underwriting fees | ||||||||||||||||
| Financial advisory fees | — | — | ||||||||||||||
| Other income | ||||||||||||||||
| Administrative fees | ||||||||||||||||
| Payment for order flow | ||||||||||||||||
| Music and artist services revenue | ||||||||||||||||
| NIL revenue | — | — | ||||||||||||||
| Advisory fees | ||||||||||||||||
| Total Revenues from contracts with customers | $ | $ | $ | $ | ||||||||||||
| Revenue Outside the Scope of Topic 606 | ||||||||||||||||
| Stock borrow / stock loan | ||||||||||||||||
| Stock rebate revenue | ||||||||||||||||
| Interest, marketing and distribution fees | ||||||||||||||||
| Margin interest | ||||||||||||||||
| Interest income | ||||||||||||||||
| Principal transactions and proprietary trading | ||||||||||||||||
| Proprietary trading | ( | ) | ||||||||||||||
| Investment in Equity Security | — | ( | ) | — | ||||||||||||
| Market making | ||||||||||||||||
| Total Revenue outside the scope of Topic 606 | ||||||||||||||||
| Total Revenue | $ | $ | $ | $ | ||||||||||||
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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 $
For the three and six months ended June 30, 2025, the Company recorded an income tax benefit of $
As of both June 30, 2026 and December 31, 2025, the Company recorded an uncertain tax position of $
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 $
As of December 31, 2025, MSCO’s net capital was $
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 $
As of December 31, 2025, MSCO’s net capital was $
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 $
As of December 31, 2025, MSCO had cash and securities deposits of $
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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 $
As of December 31, 2025, MSCO had $
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 $
As of December 31, 2025, RISE’s net capital was approximately $
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 $
The following table presents information about the Company’s securities borrowing and lending activity depicting the potential effect of rights of setoff between these recognized assets and liabilities.
| As of June 30, 2026 | ||||||||||||||||||||
| Gross Amounts of Recognized Assets and Liabilities | Gross Amounts Offset in the Consolidated Statements of Financial Condition1 | Net Amounts Presented in the Consolidated Statements of Financial Condition | FMV -Collateral Received or Pledged2 | Net Amount3 | ||||||||||||||||
| Assets | ||||||||||||||||||||
| Securities borrowed | $ | $ | — | $ | $ | $ | ||||||||||||||
| Liabilities | ||||||||||||||||||||
| Securities loaned | $ | $ | — | $ | $ | $ | ||||||||||||||
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| As of December 31, 2025 | ||||||||||||||||||||
| Gross Amounts of Recognized Assets and Liabilities | Gross Amounts Offset in the Consolidated Statements of Financial Condition1 | Net Amounts Presented in the Consolidated Statements of Financial Condition | FMV -Collateral Received or Pledged2 | Net Amount3 | ||||||||||||||||
| Assets | ||||||||||||||||||||
| Securities borrowed | $ | — | $ | $ | $ | |||||||||||||||
| Liabilities | ||||||||||||||||||||
| Securities loaned | $ | — | $ | $ | $ | |||||||||||||||
| (1) | ||
| (2) | ||
| (3) |
17. Earnings Per Common Share
The following table sets forth the computation of basic and diluted earnings per common share for the periods presented.
| Three Months Ended June 30, | Six Months Ended June 30, | |||||||||||||||
| 2026 | 2025 | 2026 | 2025 | |||||||||||||
| Net income (loss) | $ | ( | ) | $ | ( | ) | $ | ( | ) | $ | ||||||
| Less net income (loss) attributable to noncontrolling interests | — | — | — | ( | ) | |||||||||||
| Net income (loss) available to common stockholders | $ | ( | ) | $ | ( | ) | $ | ( | ) | $ | ||||||
| Weighted-average common shares outstanding - basic | ||||||||||||||||
| Dilutive effect of unvested shares | ||||||||||||||||
| Weighted-average common shares used to compute diluted loss per share | ||||||||||||||||
| Net income (loss) per share attributable to common stockholders: | ||||||||||||||||
| Basic | $ | ( | ) | $ | ( | ) | $ | ( | ) | $ | ||||||
| Diluted | $ | ( | ) | $ | ( | ) | $ | ( | ) | $ | ||||||
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
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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 $
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 $
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 $
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 $
Borrowings under the BMO Credit Agreement bears interest on the outstanding daily balance at a rate of interest per annum equal
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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 $
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 $
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
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 $
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.
| Date of Termination | Early Termination Fee | |||
| Prior to October 2, 2026 | $ | |||
| Prior to October 2, 2027 | $ | |||
| Prior to October 2, 2028 | $ | |||
| Prior to October 2, 2029 | $ | |||
| Prior to October 2, 2030 | $ | |||
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 $
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 $
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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 $
The Company had an accrual of $
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
In accordance with ASC Topic 280, the Company discloses significant expense categories that are regularly reviewed by the CODM.
| Three Months Ended June 30, 2026 | Financial Services | Media, Sports and Entertainment | Total | |||||||||
| Stock borrow / stock loan | $ | $— | $ | |||||||||
| Interest, marketing and distribution fees | — | |||||||||||
| Principal transactions and proprietary trading | — | |||||||||||
| Commissions and fees | — | |||||||||||
| Investment banking | — | |||||||||||
| Other income | — | |||||||||||
| Advisory fees | — | |||||||||||
| Market making | — | |||||||||||
| Music and artist services revenue | — | |||||||||||
| NIL revenue | — | |||||||||||
| Total Revenue | ||||||||||||
| Significant segment expenses: | ||||||||||||
| Employee compensation and benefits | ||||||||||||
| Clearing fees, including execution costs | — | |||||||||||
| Technology and communications | ||||||||||||
| Other general and administrative | ||||||||||||
| Data processing | — | |||||||||||
| Rent and occupancy | ||||||||||||
| Professional fees | ||||||||||||
| Depreciation and amortization | ||||||||||||
| Interest expense | — | |||||||||||
| Advertising and promotion | ||||||||||||
| Settlement expense | — | |||||||||||
| Music production, manufacturing and distribution | — | |||||||||||
| Total Expenses | ||||||||||||
| Operating income (loss) | $ | $ | ( | ) | $ | ( | ) | |||||
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| Six Months Ended June 30, 2026 | Financial Services | Media, Sports and Entertainment | Total | |||||||||
| Stock borrow / stock loan | — | |||||||||||
| Interest, marketing and distribution fees | — | |||||||||||
| Principal transactions and proprietary trading | — | |||||||||||
| Commissions and fees | $ | $ | — | $ | ||||||||
| Investment banking | — | |||||||||||
| Other income | — | |||||||||||
| Advisory fees | — | |||||||||||
| Market making | — | |||||||||||
| Music and artist services revenue | — | |||||||||||
| NIL revenue | — | |||||||||||
| Total Revenue | ||||||||||||
| Significant segment expenses: | ||||||||||||
| Employee compensation and benefits | ||||||||||||
| Clearing fees, including execution costs | — | |||||||||||
| Technology and communications | ||||||||||||
| Other general and administrative | ||||||||||||
| Data processing | — | |||||||||||
| Rent and occupancy | ||||||||||||
| Professional fees | ||||||||||||
| Depreciation and amortization | ||||||||||||
| Interest expense | — | |||||||||||
| Advertising and promotion | ||||||||||||
| Intangible asset impairment | — | |||||||||||
| Goodwill impairment | — | |||||||||||
| Settlement expense | — | |||||||||||
| Music production, manufacturing and distribution | — | |||||||||||
| Total Expenses | ||||||||||||
| Operating loss | $ | ( | ) | $ | ( | ) | $ | ( | ) | |||
| Three Months Ended June 30, 2025 | Financial Services | Media, Sports and Entertainment | Total | |||||||||
| Stock borrow / stock loan | $ | $ | — | $ | ||||||||
| Interest, marketing and distribution fees | — | |||||||||||
| Principal transactions and proprietary trading | ( | ) | — | ( | ) | |||||||
| Commissions and fees | — | |||||||||||
| Investment banking | — | |||||||||||
| Other income | — | |||||||||||
| Advisory fees | — | |||||||||||
| Market making | — | |||||||||||
| Music and artist services revenue | — | |||||||||||
| NIL revenue | — | — | — | |||||||||
| Total Revenue | ||||||||||||
| Significant segment expenses: | ||||||||||||
| Employee compensation and benefits | 151,000 | |||||||||||
| Clearing fees, including execution costs | — | |||||||||||
| Technology and communications | ||||||||||||
| Other general and administrative | ||||||||||||
| Data processing | — | |||||||||||
| Rent and occupancy | ||||||||||||
| Professional fees | ||||||||||||
| Depreciation and amortization | — | |||||||||||
| Interest expense | — | |||||||||||
| Advertising and promotion | ||||||||||||
| Music production, manufacturing and distribution | — | — | — | |||||||||
| Total Expenses | ||||||||||||
| Operating loss | $ | ( | ) | $ | ( | ) | $ | ( | ) | |||
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| Six Months Ended June 30, 2025 | Financial Services | Media, Sports and Entertainment | Total | |||||||||
| Stock borrow / stock loan | — | |||||||||||
| Interest, marketing and distribution fees | — | |||||||||||
| Principal transactions and proprietary trading | — | |||||||||||
| Commissions and fees | $ | $ | — | $ | ||||||||
| Investment banking | — | |||||||||||
| Other income | — | |||||||||||
| Advisory fees | — | |||||||||||
| Market making | — | |||||||||||
| Music and artist services revenue | — | |||||||||||
| NIL revenue | — | — | — | |||||||||
| Total Revenue | ||||||||||||
| Significant segment expenses: | ||||||||||||
| Employee compensation and benefits | ||||||||||||
| Clearing fees, including execution costs | — | |||||||||||
| Technology and communications | ||||||||||||
| Other general and administrative | ||||||||||||
| Data processing | — | |||||||||||
| Rent and occupancy | ||||||||||||
| Professional fees | ||||||||||||
| Depreciation and amortization | — | |||||||||||
| Interest expense | — | |||||||||||
| Advertising and promotion | ||||||||||||
| Music production, manufacturing and distribution | — | — | — | |||||||||
| Total Expenses | ||||||||||||
| Operating (loss) | $ | $ | ( | ) | $ | |||||||
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 $
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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
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
The table below presents the Plan awards granted and the related fair values for the six months ended June 30, 2026.
| Shares | Weighted- Average Grant Date Fair Value | |||||||
| Nonvested as of December 31, 2025 | $ | |||||||
| Granted | ||||||||
| Vested | ( | ) | ||||||
| Nonvested as of March 31, 2026 | $ | |||||||
| Granted | ||||||||
| Vested | ( | ) | ||||||
| Nonvested as of June 30, 2026 | $ | |||||||
As of June 30, 2026, there was $
The Company recognized stock-based compensation expense of $
The Company recognized stock-based compensation expense of $
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 $
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 $
-25-
On May 22, 2023, Gloria E. Gebbia issued a warrant to BCW Securities LLC, a Delaware limited liability company, to purchase
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 $
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
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 $
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 $
On October 28, 2025, the Company purchased the remaining
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 $
Subsequent to June 30, 2026, the Company received repayment of $
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 $
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.
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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.
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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.
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Financial Services
| Three Months Ended June 30, | ||||||||
| 2026 | 2025 | |||||||
| Stock borrow / stock loan | $ | 10,791,000 | $ | 7,522,000 | ||||
| Interest, marketing and distribution fees | 6,185,000 | 6,869,000 | ||||||
| Principal transactions and proprietary trading | 6,092,000 | (3,977,000 | ) | |||||
| Commissions and fees | 2,660,000 | 2,014,000 | ||||||
| Investment banking | 2,435,000 | 206,000 | ||||||
| Other income | 1,361,000 | 839,000 | ||||||
| Advisory fees | 1,035,000 | 791,000 | ||||||
| Market making | 334,000 | 497,000 | ||||||
| Total Revenue | 30,893,000 | 14,761,000 | ||||||
| Significant segment expenses: | ||||||||
| Employee compensation and benefits | 18,559,000 | 13,237,000 | ||||||
| Clearing fees, including execution costs | 860,000 | 448,000 | ||||||
| Technology and communications | 1,933,000 | 1,044,000 | ||||||
| Other general and administrative | 1,762,000 | 1,546,000 | ||||||
| Data processing | 1,754,000 | 1,147,000 | ||||||
| Rent and occupancy | 473,000 | 425,000 | ||||||
| Professional fees | 1,928,000 | 1,417,000 | ||||||
| Settlement expense | 1,475,000 | — | ||||||
| Depreciation and amortization | 658,000 | 629,000 | ||||||
| Interest expense | 228,000 | 98,000 | ||||||
| Advertising and promotion | 594,000 | 217,000 | ||||||
| Total Expenses | 30,224,000 | 20,208,000 | ||||||
| Operating income (loss) | $ | 669,000 | $ | (5,447,000 | ) | |||
| Six Months Ended June 30, | ||||||||
| 2026 | 2025 | |||||||
| Stock borrow / stock loan | $ | 17,622,000 | $ | 12,359,000 | ||||
| Interest, marketing and distribution fees | 12,059,000 | 13,814,000 | ||||||
| Principal transactions and proprietary trading | 10,020,000 | 8,984,000 | ||||||
| Commissions and fees | 4,985,000 | 4,116,000 | ||||||
| Investment banking | 4,008,000 | 206,000 | ||||||
| Advisory fees | 2,045,000 | 1,539,000 | ||||||
| Other income | 2,402,000 | 1,613,000 | ||||||
| Market making | 879,000 | 1,049,000 | ||||||
| Total Revenue | 54,020,000 | 43,680,000 | ||||||
| Significant segment expenses: | ||||||||
| Employee compensation and benefits | 34,202,000 | 25,159,000 | ||||||
| Clearing fees, including execution costs | 1,457,000 | 902,000 | ||||||
| Technology and communications | 3,732,000 | 2,149,000 | ||||||
| Other general and administrative | 3,157,000 | 3,045,000 | ||||||
| Data processing | 3,040,000 | 2,096,000 | ||||||
| Rent and occupancy | 890,000 | 876,000 | ||||||
| Professional fees | 3,545,000 | 2,761,000 | ||||||
| Settlement expense | 1,475,000 | — | ||||||
| Depreciation and amortization | 1,335,000 | 1,044,000 | ||||||
| Interest expense | 446,000 | 187,000 | ||||||
| Advertising and promotion | 1,174,000 | 371,000 | ||||||
| Total Expenses | 54,453,000 | 38,590,000 | ||||||
| Operating income (loss) | $ | (433,000 | ) | $ | 5,090,000 | |||
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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. |
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Media, Sports and Entertainment
| Three Months Ended June 30, | ||||||||
| 2026 | 2025 | |||||||
| Music and artist services revenue | $ | 169,000 | $ | 113,000 | ||||
| NIL revenue | 112,000 | — | ||||||
| Total Revenue | 281,000 | 113,000 | ||||||
| Significant segment expenses: | ||||||||
| Employee compensation and benefits | 676,000 | 151,000 | ||||||
| Technology and communications | 1,000 | 1,000 | ||||||
| Other general and administrative | 115,000 | 294,000 | ||||||
| Rent and occupancy | 56,000 | 17,000 | ||||||
| Professional fees | 132,000 | 34,000 | ||||||
| Depreciation and amortization | 13,000 | — | ||||||
| Advertising and promotion | 242,000 | 1,000 | ||||||
| Music production, manufacturing and distribution costs | 187,000 | — | ||||||
| Total Expenses | 1,422,000 | 498,000 | ||||||
| Operating loss | $ | (1,141,000 | ) | $ | (385,000 | ) | ||
| Six Months Ended June 30, | ||||||||
| 2026 | 2025 | |||||||
| Music and artist services revenue | $ | 417,000 | $ | 113,000 | ||||
| NIL revenue | 207,000 | — | ||||||
| Total Revenue | 624,000 | 113,000 | ||||||
| Significant segment expenses: | ||||||||
| Employee compensation and benefits | 1,205,000 | 151,000 | ||||||
| Technology and communications | 7,000 | 1,000 | ||||||
| Other general and administrative | 275,000 | 304,000 | ||||||
| Rent and occupancy | 93,000 | 33,000 | ||||||
| Professional fees | 213,000 | 49,000 | ||||||
| Depreciation and amortization | 26,000 | — | ||||||
| Advertising and promotion | 562,000 | 1,000 | ||||||
| Intangible asset impairment | 454,000 | — | ||||||
| Goodwill impairment | 330,000 | — | ||||||
| Music production, manufacturing and distribution costs | 365,000 | — | ||||||
| Total Expenses | 3,530,000 | 539,000 | ||||||
| Operating loss | $ | (2,906,000 | ) | $ | (426,000 | ) | ||
Results in the Media, Sports and Entertainment segment were impacted by continued investment in the growth of the Company’s music production, marketing, distribution, artist development, and related operations. The segment did not contribute positively to operating results during the three and six months ended June 30, 2026 or June 30, 2025, which management believes is consistent with the development stage of the business.
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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.
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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:
| As of | ||||||||
| June 30, 2026 | December 31, 2025 | |||||||
| Increase of 200 basis points | 41 | % | 34 | % | ||||
| Increase of 100 basis points | 22 | % | 18 | % | ||||
| Increase of 50 basis points | 13 | % | 9 | % | ||||
| Decrease of 50 basis points | (6 | )% | (7 | )% | ||||
| Decrease of 100 basis points | (15 | )% | (15 | )% | ||||
| Decrease of 200 basis points | (34 | )% | (31 | )% | ||||
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.
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Client Account Metrics – Retail Customers
| As of | ||||||||
| June 30, 2026 | December 31, 2025 | |||||||
| Retail customer net worth (in billions) | $ | 20.9 | $ | 19.5 | ||||
| Retail customer margin debit balances (in billions) | $ | 0.4 | $ | 0.4 | ||||
| Retail customer credit balances (in billions) | $ | 0.4 | $ | 0.5 | ||||
| Retail customer money market fund value (in billions) | $ | 1.1 | $ | 1.0 | ||||
| Retail customer accounts | 176,041 | 166,217 | ||||||
| ● | Retail customer net worth represents the total value of securities and cash in the retail customer accounts after deducting margin debits |
| ● | Retail customer margin debit balances represent credit extended to our customers to finance their purchases against current positions |
| ● | Retail customer credit balances represent client cash held in brokerage accounts |
| ● | Retail customer money market fund value represents all retail customers accounts invested in money market funds |
| ● | Retail customer accounts represent the number of retail customers |
Statements of Operations and Financial Condition
Statements of Operations for the Three 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.
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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.
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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.
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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.
| Payments Due By Period | ||||||||||||||||||||||||||||
| 2026 | 2027 | 2028 | 2029 | 2030 | Thereafter | Total | ||||||||||||||||||||||
| Operating lease commitments | $ | 793,000 | $ | 1,119,000 | $ | 632,000 | $ | 12,000 | $ | — | $ | — | $ | 2,556,000 | ||||||||||||||
| Mortgage with East West Bank (1) | 46,000 | 95,000 | 98,000 | 112,000 | 117,000 | 3,626,000 | 4,094,000 | |||||||||||||||||||||
| Broadridge contract (2) | 275,000 | 550,000 | 504,000 | — | — | — | 1,329,000 | |||||||||||||||||||||
| Media agreement (3) | 322,000 | 102,000 | — | — | — | — | 424,000 | |||||||||||||||||||||
| Total | $ | 1,436,000 | $ | 1,866,000 | $ | 1,234,000 | $ | 124,000 | $ | 117,000 | $ | 3,626,000 | $ | 8,403,000 | ||||||||||||||
| (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. |
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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.
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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.
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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.
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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
ITEM 6. EXHIBITS
| Exhibit No. | Description of Document | |
| 31.1** | Certification of Principal Executive Officer pursuant to Exchange Act Rules 13a-14(a) and 15d-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. | |
| 31.2** | Certification of Principal Financial Officer pursuant to Exchange Act Rules 13a-14(a) and 15d-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. | |
| 32.1**# | Certification of Principal Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. | |
| 32.2**# | Certification of Principal Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 | |
| 101.INS | Inline XBRL Instance Document (the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document). | |
| 101.SCH | Inline XBRL Taxonomy Extension Schema Document. | |
| 101.CAL | Inline XBRL Taxonomy Extension Calculation Linkbase Document. | |
| 101.DEF | Inline XBRL Taxonomy Extension Definition Linkbase Document. | |
| 101.LAB | Inline XBRL Taxonomy Extension Label Linkbase Document. | |
| 101.PRE | Inline XBRL Taxonomy Extension Presentation Linkbase Document. | |
| 104 | Cover Page Interactive Data File (embedded with Inline XBRL document). |
| ** | Filed herewith |
| # | This certification is deemed not filed for purposes of Section 18 of the Exchange Act, or otherwise subject to the liability of that section, nor shall it be deemed incorporated by reference into any filing under the Securities Act of 1933, as amended, or the Exchange Act. |
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this Report to be signed on its behalf by the undersigned thereunto duly authorized.
| SIEBERT FINANCIAL CORP. | ||
| By: | /s/ John J. Gebbia | |
| John J. Gebbia | ||
| Chief Executive Officer | ||
| (Principal executive officer) | ||
| By: | /s/ Andrew H. Reich | |
| Andrew H. Reich | ||
| Executive Vice President, Chief Operating Officer, Chief Financial Officer, and Secretary | ||
| (Principal financial and accounting officer) | ||
| Dated: August 11, 2026 | ||
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