119 added · 127 removed between the two most recent 10-Ks. The risks a company starts — or stops — disclosing are often the story.
Newly disclosed
The total cost of the acquisition was $441,000, which includes cash consideration of $337,000 and direct transaction costs of $104,000. 20 NIL Revenue In the third quarter of 2025, we began earning a new revenue stream relating to Name, Image and Likeness (“NIL”) negotiation services on behalf of student-athletes with university athletic departments or NIL collectives totaling $594,000 in the year ended December 31, 2025.
At the Market Offering On May 30, 2025, we filed a shelf registration statement on Form S-3 that was declared effective by the SEC on June 9, 2025 for the potential offering, issuance and sale by us of up to $100.0 million of our common stock, preferred stock, warrants to purchase our common stock and/or preferred stock, units consisting of all or some of these securities and subscription rights to purchase all or some of these securities.
F- 6 SIEBERT FINANCIAL CORP. & SUBSIDIARIES CONSOLIDATED STATEMENTS OF CASH FLOWS Years Ended December 31, 2025 2024 Cash Flows from Operating Activities Net income $ 5,121,000 $ 13,303,000 Adjustments to reconcile net income to net cash provided by operating activities: Deferred income tax expense 2,012,000 1,086,000 Depreciation and amortization 2,399,000 1,380,000 Share-based compensation 1,539,000 460,000 Interest related to contract termination liability payment 255,000 102,000 Changes in Securities segregated for regulatory purposes 34,157,000 46,757,000 Receivables from customers 10,902,000 ( 11,544,000 ) Receivables from non-customers ( 1,166,000 ) ( 366,000 ) Receivables from and deposits with broker-dealers and clearing organizations ( 4,157,000 ) 3,601,000 Securities borrowed ( 269,455,000 ) 255,669,000 Securities owned, at fair value 1,523,000 ( 3,347,000 ) Prepaid expenses and other assets ( 2,903,000 ) ( 862,000 ) Payables to customers 10,064,000 ( 62,648,000 ) Payables to non-customers ( 3,290,000 ) 2,584,000 Drafts payable 1,498,000 ( 395,000 ) Payables to broker-dealers and clearing organizations 325,000 ( 37,000 ) Accounts payable and accrued liabilities ( 837,000 ) 1,601,000 Securities loaned 222,296,000 ( 234,471,000 ) Securities sold, not yet purchased, at fair value 193,000 24,000 Net lease liabilities ( 40,000 ) 33,000 Taxes payable / receivable ( 2,325,000 ) ( 130,000 ) Deferred contract incentive 4,064,000 ( 750,000 ) Contract termination payment ( 2,003,000 ) ( 1,997,000 ) Other deferred revenue 70,000 — Net cash provided by operating activities 10,242,000 10,053,000 Cash Flows from Investing Activities Purchase of office facilities and equipment ( 552,000 ) ( 223,000 ) Purchase of software ( 2,178,000 ) ( 3,234,000 ) Additions to property, office facilities, and equipment ( 632,000 ) ( 1,432,000 ) Acquisition of BMLG assets ( 441,000 ) — Investment in FusionIQ ( 2,350,000 ) — Media production cost ( 442,000 ) — Transaction with J2 Financial — ( 35,000 ) Cash paid in a business acquisition, net of cash and cash equivalents acquired — ( 1,123,000 ) Net cash used in investing activities ( 6,595,000 ) ( 6,047,000 ) Cash Flows from Financing Activities Bank loan - short term 5,000,000 — RISE cash distribution ( 35,000 ) — RISE share repurchase ( 3,566,000 ) — Repayments of long-term debt ( 89,000 ) ( 85,000 ) Net cash provided by (used in) financing activities 1,310,000 ( 85,000 ) Net change in cash and cash equivalents, and cash segregated for regulatory purposes 4,957,000 3,921,000 Cash and cash equivalents, and cash segregated for regulatory purposes - beginning of year 168,458,000 164,537,000 Cash and cash equivalents, and cash segregated for regulatory purposes - end of year $ 173,415,000 $ 168,458,000 Reconciliation of cash, cash equivalents, and cash and securities segregated for regulatory purposes Cash and cash equivalents - end of year $ 22,408,000 $ 32,629,000 Cash segregated for regulatory purposes - end of year 151,007,000 135,829,000 Cash and cash equivalents, and cash segregated for regulatory purposes - end of year $ 173,415,000 $ 168,458,000 Supplemental cash flow information Cash paid, net of refunds received during the year for income taxes $ 792,000 $ 3,210,000 Cash paid during the year for interest $ 197,000 $ 160,000 Non-cash investing and financing activities Transaction with J2 Financial (1) $ — $ 350,000 Share-based compensation (2) $ — $ 270,000 RISE share repurchase - payable portion $ 119,000 $ — RISE tax impact (3) $ 1,128,000 $ — (1) Refer to Note 10 – Software, net for further detail (2) Refer to Note 22 – Employee Benefit Plans for further detail (3) Refer to Note 5 – RISE Numbers are rounded for presentation purposes.
Developments in 2025 Acquisition of BMLG Assets To expand upon our 2024 acquisition of GM, in the second quarter of 2025, we acquired certain assets from BMLG related to music masters, including associated copyrights and artwork.
Asset acquisitions are accounted for by using the cost accumulation model whereby the cost of the acquisition, including certain transaction costs, is allocated to the assets acquired on the basis of relative fair values.
Financial highlights as of December 31, 2025: ● Retail customer net worth increased by 9% to $19.5 billion compared to 2024 ● Revenue related to stock borrow / stock loan increased by 51% to 29.0 million compared to 2024 ● Revenue related to principal transactions and proprietary trading increased by 20% to $17.5 million compared to 2024 Investment in Equity Security In the first quarter of 2025, Siebert participated in a private placement and acquired restricted shares of a privately held U.S. company (the “Investment in Equity Security”).
Financial Services 2025 2024 Commissions and fees $ 8,941,000 $ 9,615,000 Interest, marketing and distribution fees 27,624,000 32,407,000 Principal transactions and proprietary trading 17,479,000 14,616,000 Investment banking 769,000 — Market making 2,196,000 2,255,000 Stock borrow / stock loan 29,034,000 19,249,000 Advisory fees 3,324,000 2,369,000 Other income 3,625,000 3,390,000 Total Revenue 92,992,000 83,901,000 Significant segment expenses: Employee compensation and benefits 57,541,000 43,999,000 Clearing fees, including execution costs 2,149,000 1,607,000 Technology and communications 5,243,000 3,940,000 Other general and administrative 6,382,000 4,465,000 Data processing 3,989,000 3,200,000 Rent and occupancy 1,788,000 1,631,000 Professional fees 5,669,000 5,501,000 Depreciation and amortization 2,341,000 1,380,000 Interest expense 452,000 262,000 Advertising and promotion 686,000 348,000 Total Expenses 86,240,000 66,333,000 Operating income $ 6,752,000 $ 17,568,000 21 Financial services operating income decreased year over year primarily due to: ● Higher personnel expenses driven by the launch and expansion of new business lines ● Lower interest income on customer balances resulting from declining interest rates ● Increased technology expenditures and higher general and administrative costs ● Partially offset by: ○ Higher revenues from stock loan and stock borrow activities ○ Increased principal transaction revenues attributable to market conditions and the gain on investment in equity security Management continues to focus on: ● Expanding into complementary growth areas such as investment banking, to diversify revenue and reduce reliance on transaction-based brokerage activity ● Investing in technology through both internal innovation and strategic partnerships to modernize our platforms, enhance automation, and support scalable growth. ● Driving disciplined expense management and operational efficiency initiatives to improve margins and long-term profitability.
Media, Sports and Entertainment 2025 2024 Music and artist services revenue $ 616,000 $ — NIL revenue 594,000 — Total Revenue 1,210,000 — Significant segment expenses: Employee compensation and benefits 934,000 — Technology and communications 12,000 — Other general and administrative 197,000 23,000 Rent and occupancy 67,000 — Professional fees 364,000 77,000 Depreciation and amortization 58,000 — Advertising and promotion 397,000 — Music production, manufacturing and distribution costs 367,000 — Total Expenses 2,396,000 100,000 Operating income (loss) $ (1,186,000 ) $ (100,000 ) 22 Media, Sports and Entertainment operating income decreased year over year primarily due to: ● Expenses associated with the first full year of music production and operations ● Onboarding and related personnel costs associated with integrating the marketing and distribution team from BMLG ● Increased investment in artist development, including enhanced content production, marketing initiatives, and promotional activities to support emerging talent.
Technology development projects such as the online platform for Siebert’s retail customer base and corporate service clients have been placed into service during the year ended December 31, 2025 and several projects are anticipated to go live in 2026.
In 2025, we made a minority equity investment in and entered into a strategic partnership with FusionIQ, a provider of engagement solutions and data analytics for wealth management firms, to help with these technology initiatives and new product offerings.
Principal transactions and proprietary trading for the year ended December 31, 2025 were $17,479,000 and increased by $2,863,000 from the corresponding period in the prior year, primarily due to market conditions and the gain on our Investment in Equity Security.
Operating Expenses Employee compensation and benefits for the year ended December 31, 2025 were $58,475,000 and increased by $14,476,000 from the corresponding period in the prior year, primarily due to an increase in commission payouts as well as additional personnel related to technology initiatives, expansion into investment banking and servicing active trader customers, and other new business lines.
No longer disclosed
The impairment of investments for the year ended December 31, 2024 was $0 and decrease by $1,035,000 from the corresponding period in the prior year, primarily due to the impairment of our investment in a technology provider of a trading platform and the impairment of our investment in Tigress occurring in 2023.
For the year ended December 31, 2024, cash used in investing activities increased by $3.5 million compared to 2023, which was primarily driven by the acquisition of GE as well as certain development projects related to our Retail Platform in 2024.
F- 4 SIEBERT FINANCIAL CORP. & SUBSIDIARIES CONSOLIDATED STATEMENTS OF OPERATIONS Year Ended December 31, 2024 2023 Revenue Commissions and fees $ 9,615,000 $ 7,276,000 Interest, marketing and distribution fees 32,407,000 29,577,000 Principal transactions and proprietary trading 14,616,000 13,094,000 Market making 2,255,000 1,304,000 Stock borrow / stock loan 19,249,000 16,172,000 Advisory fees 2,369,000 1,928,000 Other income 3,390,000 2,163,000 Total Revenue 83,901,000 71,514,000 Expenses Employee compensation and benefits 43,999,000 31,936,000 Clearing fees, including execution costs 1,607,000 1,672,000 Technology and communications 3,940,000 3,364,000 Other general and administrative 4,488,000 4,410,000 Data processing 3,200,000 3,236,000 Rent and occupancy 1,631,000 1,873,000 Professional fees 5,578,000 4,459,000 Depreciation and amortization 1,380,000 2,020,000 Interest expense 262,000 263,000 Advertising and promotion 348,000 155,000 Total Expenses 66,433,000 53,388,000 Operating income 17,468,000 18,126,000 Earnings of equity method investment in related party — 111,000 Impairment of investments — ( 1,035,000 ) Transaction termination costs — ( 5,943,000 ) Non-operating loss — ( 6,867,000 ) Income (loss) before provision for (benefit from) income taxes 17,468,000 11,259,000 Provision for (benefit from) income taxes 4,165,000 3,415,000 Net income (loss) 13,303,000 7,844,000 Less net income (loss) attributable to noncontrolling interests 17,000 18,000 Net income (loss) available to common stockholders $ 13,286,000 $ 7,826,000 Net income (loss) available to common stockholders per share of common stock Basic and diluted $ 0.33 $ 0.21 Weighted average shares outstanding Basic and diluted 39,951,510 37,070,366 Numbers are rounded for presentation purposes.
F- 6 SIEBERT FINANCIAL CORP. & SUBSIDIARIES CONSOLIDATED STATEMENTS OF CASH FLOWS Years Ended December 31, 2024 2023 Cash Flows from Operating Activities Net income (loss) $ 13,303,000 $ 7,844,000 Adjustments to reconcile net income (loss) to net cash (used in) operating activities: Deferred income tax expense 1,086,000 ( 107,000 ) Depreciation and amortization 1,380,000 2,020,000 Share-based compensation 460,000 — Interest related to contract termination liability payment 102,000 — Earnings of equity method investment in related party — ( 111,000 ) Impairment of investments — 1,035,000 Transaction termination costs - Kakaopay fee — 4,462,000 Changes in Securities segregated for regulatory purposes 46,757,000 25,463,000 Receivables from customers ( 11,544,000 ) ( 20,766,000 ) Receivables from non-customers ( 366,000 ) ( 141,000 ) Receivables from and deposits with broker-dealers and clearing organizations 3,601,000 ( 1,343,000 ) Securities borrowed 255,669,000 ( 57,800,000 ) Securities owned, at fair value ( 3,347,000 ) ( 14,834,000 ) Prepaid expenses and other assets ( 862,000 ) ( 269,000 ) Payables to customers ( 62,648,000 ) ( 31,614,000 ) Payables to non-customers 2,584,000 ( 10,793,000 ) Drafts payable ( 395,000 ) ( 658,000 ) Payables to broker-dealers and clearing organizations ( 37,000 ) ( 179,000 ) Accounts payable and accrued liabilities 1,601,000 1,132,000 Securities loaned ( 234,471,000 ) 92,253,000 Securities sold, not yet purchased, at fair value 24,000 — Net lease liabilities 33,000 69,000 Taxes payable ( 130,000 ) 1,261,000 Deferred contract incentive ( 750,000 ) ( 750,000 ) Contract termination payment ( 1,997,000 ) — Technology platform integration — ( 978,000 ) Net cash used in operating activities 10,053,000 ( 4,804,000 ) Cash Flows from Investing Activities Purchase of office facilities and equipment ( 223,000 ) ( 223,000 ) Purchase of software ( 3,234,000 ) ( 894,000 ) Additions to property, office facilities, and equipment ( 1,432,000 ) ( 1,442,000 ) Transaction with J2 Financial ( 35,000 ) — Cash paid for GE acquisition, net of cash acquired ( 1,123,000 ) — Net cash used in investing activities ( 6,047,000 ) ( 2,559,000 ) Cash Flows from Financing Activities Kakaopay issuance cost — ( 1,589,000 ) Shares issued for Kakaopay transaction — 17,363,000 Repayments of long-term debt ( 85,000 ) ( 2,734,000 ) Net cash provided by (used in) financing activities ( 85,000 ) 13,040,000 Net change in cash and cash equivalents, and cash segregated for regulatory purposes 3,921,000 5,677,000 Cash and cash equivalents, and cash segregated for regulatory purposes - beginning of year 164,537,000 158,860,000 Cash and cash equivalents, and cash segregated for regulatory purposes - end of year $ 168,458,000 $ 164,537,000 Reconciliation of cash, cash equivalents, and cash and securities segregated for regulatory purposes Cash and cash equivalents - end of year $ 32,629,000 $ 5,735,000 Cash segregated for regulatory purposes - end of year 135,829,000 158,802,000 Cash and cash equivalents, and cash segregated for regulatory purposes - end of year $ 168,458,000 $ 164,537,000 Supplemental cash flow information Cash paid during the year for income taxes $ 3,210,000 $ 2,260,000 Cash paid during the year for interest $ 160,000 $ 263,000 Non-cash investing and financing activities Kakaopay issuance cost (1) $ — $ ( 318,000 ) Transaction with J2 Financial (2) $ 350,000 $ — Share-based compensation (3) $ 270,000 $ — Treasury stock (4) $ — $ ( 2,510,000 ) Non-cash consideration due to Kakaopay transaction (1) $ — $ ( 560,000 ) Non-cash consideration due to Kakaopay transaction (1) $ — $ 560,000 Numbers are rounded for presentation purposes.
FASB ASC Subtopic 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 in the statements of operations.
Management will continue to monitor the financial significance of the GE acquisition and may report additional segments in accordance with FASB ASC Topic 280 – “Improvements to Reportable Segment Disclosures” (“Topic 280”).
Netting of Financial Assets and Financial Liabilities Substantially all of the Company’s securities borrowing and securities lending activity is transacted under master agreements that may allow for net settlement in the ordinary course of business, as well as offsetting of all contracts with a given counterparty in the event of default by one of the parties.
Goodwill is not subject to amortization but rather is evaluated for impairment annually, or more frequently if events occur or circumstances change indicating it would more likely than not result in a reduction of the fair value of the reporting unit below its carrying value, including goodwill.
Certain identifiable intangible assets acquired by the Company, including artist contracts, are recognized at fair value at the acquisition date and are amortized over their estimated useful lives on a straight-line basis.
Financial highlights as of December 31, 2024: ● Retail customer net worth increased by 13% to $18.0 billion compared to 2023 ● Revenue related to stock borrow / stock loan increased by 19% to 19.2 million compared to 2023 ● Revenue related to commissions and fees increased by 32% to $9.6 million compared to 2023 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.
Interest, marketing and distribution fees for the year ended December 31, 2024 were $32,407,000 and increased by $2,830,000 from the corresponding period in the prior year primarily due to an increase in interest income received on U.S. government securities and bank deposits.
Year Ended December 31, 2024 2023 Year over Year Increase Principal transactions and proprietary trading Realized and unrealized gain on primarily riskless principal transactions $ 14,251,000 $ 9,275,000 $ 4,976,000 Realized and unrealized gain (loss) on portfolio of U.S. government securities 365,000 3,819,000 (3,454,000 ) Total Principal transactions and proprietary trading $ 14,616,000 $ 13,094,000 $ 1,522,000 Market making for the year ended December 31, 2024 was $2,255,000 and increased by $951,000 from the corresponding period in the prior year, primarily due to strong equity markets.