SIEB shareholders elect directors, approve pay and equity plan

Rhea-AI Filing Summary

Siebert Financial Corp. reported the results of its 2025 Annual Meeting of Shareholders held on November 18, 2025. Shareholders elected seven directors to serve until the 2026 annual meeting, with each nominee receiving more than 34.7 million votes in favor.

Investors also approved an amendment and restatement of the 2021 Equity Incentive Plan, increasing the number of common shares available and reserved for issuance to 5,000,000. In addition, shareholders gave advisory approval to the Company’s named executive compensation and ratified the appointment of Crowe LLP as independent registered public accounting firm for fiscal 2025.

Insights

Corporate Governance Analyst

Routine annual meeting: board and auditor reapproved; equity incentive share pool raised to 5,000,000 shares, modest governance and dilution considerations.

The filing reports voting outcomes from the 2025 annual meeting. All nominated directors received strong support, with votes "for" far exceeding withheld votes, so the existing board structure remains in place. Shareholders also ratified Crowe LLP as the independent auditor for fiscal 2025 with an overwhelming majority, indicating broad support for the current audit relationship.

The key economic item is Proposal 2: shareholders approved an amended and restated 2021 Equity Incentive Plan that raises the number of common shares reserved for awards to 5,000,000. This authorization enables continued use of stock-based compensation, which can align management and employee incentives with long-term company performance but also expands the capacity for future share issuance. The advisory say-on-pay vote (Proposal 3) passed comfortably, signaling general shareholder acceptance of current named executive compensation practices.

Going forward, the main element to monitor from this 8‑K is how actively the company uses the enlarged equity pool and how it discloses grant levels and award terms in future proxy statements. The next clear checkpoint will be the 2026 annual meeting, where voting patterns on director elections and compensation, combined with equity grant disclosures, will show how shareholders evaluate the impact of these approvals over time.

8-K Event Classification

Item 5.07 — Submission of Matters to a Vote of Security Holders

1 item

Item 5.07 Submission of Matters to a Vote of Security Holders Governance

Results of a shareholder vote on proposals at an annual or special meeting.

Understanding 8-K Material Events →

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the

Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): November 18, 2025

Siebert Financial Corp.

(Exact name of registrant as specified in its charter)

New York		0-5703		11-1796714
(State or other jurisdiction of incorporation)		(Commission File Number)		(IRS Employer Identification Number)

653 Collins Avenue, Miami Beach, FL		33139
(Address of principal executive offices)		(Zip Code)

Registrant’s telephone number, including area code: (310) 385-1861

(Former name or former address, if changed since last report.)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

☐ Written communications pursuant to Rule 425 under the Securities Act

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act

Securities registered pursuant to Section 12(b) of the Act:

Title of each class		Trading Symbol(s)		Name of each exchange on which registered
Common Stock - $0.01 par value		SIEB		The Nasdaq Capital Market

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

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. ☐

Item 5.07 Submission of Matters to a Vote of Security Holders.

Siebert Financial Corp. (the “Company”) held its Annual Meeting of Shareholders (the “2025 Annual Meeting”) on November 18, 2025. At the 2025 Annual Meeting, the Company’s shareholders voted on the four proposals described below. The final results of the voting on the proposals are noted below.

Proposal No. 1 - The election of the persons named below as directors to hold office until the Company’s annual meeting of shareholders to be held in 2026 and until his or her successor is duly elected and qualified or until his or her earlier resignation or removal.

Name		For				Withheld				Broker-Non Votes
Gloria E. Gebbia			34,798,412				973,467				3,558,663
John J. Gebbia			34,927,040				844,839				3,558,663
Charles A. Zabatta			34,829,020				942,859				3,558,663
Francis V. Cuttita			34,767,408				1,004,471				3,558,663
Andrew H. Reich			34,764,733				1,007,146				3,558,663
Lewis W. Solimene, Jr			35,568,348				203,531				3,558,663
Hocheol Shin			35,467,776				304,103				3,558,663

Proposal No. 2 - The approval of an amendment and restatement of the Siebert Financial Corp. 2021 Equity Incentive Plan to increase the number of shares of the Company’s common stock available and reserved for issuance thereunder to 5,000,000.

For		Against		Abstain		Broker-Non Votes
35,573,029		186,502		12,348		3,558,663

Proposal No. 3 - The advisory (non-binding) vote to approve named executive compensation.

For		Against		Abstain		Broker-Non Votes
35,207,276		534,905		20,698		3,558,663

Proposal No. 4 - The ratification of the appointment of Crowe LLP (“Crowe) as the Company’s independent registered public accounting firm for fiscal 2025.

For		Against		Abstain		Broker-Non Votes
39,300,103		20,955		9,484		—

1

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.

Dated: November 21, 2025	SIEBERT FINANCIAL CORP.
	By	/s/ Andrew H. Reich
		Andrew H. Reich Executive Vice President, Chief Operating Officer, Chief Financial Officer, and Secretary (Principal financial and accounting officer)

2

FAQ

What did SIEB shareholders vote on at the 2025 Annual Meeting?

Shareholders of Siebert Financial Corp. (SIEB) voted on four items: electing seven directors, amending the 2021 Equity Incentive Plan, an advisory vote on executive compensation, and ratifying Crowe LLP as the independent registered public accounting firm for fiscal 2025.

Were Siebert Financial Corp. directors re-elected at the 2025 meeting?

Yes. All seven nominees, including Gloria E. Gebbia, John J. Gebbia, Charles A. Zabatta, Francis V. Cuttita, Andrew H. Reich, Lewis W. Solimene, Jr, and Hocheol Shin, were elected to serve until the 2026 annual meeting, each receiving over 34.7 million votes in favor.

How did SIEB shareholders change the 2021 Equity Incentive Plan?

Shareholders approved an amendment and restatement of the Siebert Financial Corp. 2021 Equity Incentive Plan to increase the number of common shares available and reserved for issuance to 5,000,000, with 35,573,029 votes for, 186,502 against, and 12,348 abstentions.

Did Siebert Financial shareholders approve executive compensation in 2025?

Yes. In a non-binding advisory vote, shareholders approved named executive compensation with 35,207,276 votes for, 534,905 against, and 20,698 abstentions, plus 3,558,663 broker non-votes.

Which audit firm will Siebert Financial use for fiscal 2025?

Shareholders ratified the appointment of Crowe LLP as Siebert Financial Corp.’s independent registered public accounting firm for fiscal 2025, with 39,300,103 votes for, 20,955 against, and 9,484 abstentions.

What were the broker non-votes on Siebert Financial’s 2025 proposals?

There were 3,558,663 broker non-votes on Proposal 1 (director elections), Proposal 2 (equity incentive plan amendment), and Proposal 3 (advisory vote on executive compensation). Proposal 4 (auditor ratification) had no broker non-votes.