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): April ~~December 18~~10, ~~2024~~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 1 8.01 ~~Entry~~Other ~~into a Material Definitive Agreement~~Information

~~The information~~This ~~required~~Current Report on Form 8-K is being filed by ~~this~~Siebert ~~Item~~Financial 1Corp.01 is(the “Company”) solely to amend the auditor’s consent included inas ~~Item~~Exhibit 223.031 to the Company’s Annual Report on Form 10-K/A for the fiscal year ended December 31, 2024 (the “Form 10-K/A”). The revised consent updates the date of the audit opinion and the registration statement references in the consent that was filed with the Form 10-K/A. The revised consent is ~~incorporated~~filed ~~herein~~as byExhibit ~~reference~~23.1 hereto and supersedes and replaces the consent that was filed with the Form 10-K/A. The revised consent does not change any previously reported financial results of operations or any disclosure contained in the Form 10-K/A.

Item 2 9.0301 ~~Creation of a Direct~~ Financial ~~Obligation~~Statements orand ~~an Obligation under an Off-Balance Sheet Arrangement of a Registrant~~ Exhibits

~~On November 22, 2024, Muriel Siebert & Co., LLC~~ (~~“MSCO”~~d), ~~a fully owned subsidiary of Siebert Financial Corp~~Exhibits. ~~(the~~The ~~“Company”) entered~~following ~~into~~exhibits aare ~~Credit~~filed ~~Agreement (the “BMO Credit Agreement”)~~ with ~~BMO~~this ~~Bank~~Current ~~N.A. (the “Lender”), a national banking~~Report ~~association.~~on ~~The~~Form BMO Credit Agreement provides for a revolving credit facility of up to $20,000,000. The Company may use any borrowings under the BMO Credit Agreement to finance NSCC Deposit Requirements (other than an Adequate Assurance Deposit) and withdrawals from a Reserve Account. As part of the agreement, the Company entered into a Parent Guaranty agreement guaranteeing repayment of any debt issued to MSCO.8-K:

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 maintain minimum total regulatory capital of $45,000,000, excess net capital of 20,000,000, assets to total regulatory capital ratio of not more than 5.0 to 1.0, and a minimum liquidity ratio of not less than 1.0.

Exhibit Number		Description
23.1		Consent of Crowe LLP
104		Cover Page Interactive Data File (embedded within the Inline XBRL document)

~~The Company satisfied its condition precedent to deliver a legal opinion to the Lender on December 18, 2024.~~1

~~Forward-Looking Statements~~SIGNATURES

~~For purposes~~Pursuant ofto ~~this~~the ~~Current~~requirements of ~~Report~~the onSecurities ~~Form~~Exchange ~~8-K~~Act ~~(“Report”)~~of 1934, the ~~terms~~registrant ~~“Siebert,”~~has ~~“Company,”~~duly ~~“we,” “us”~~caused ~~and~~this ~~“our”~~Report ~~refer~~ to ~~Siebert~~be ~~Financial~~signed ~~Corp.,~~on its ~~wholly-owned~~behalf ~~and~~by ~~majority-owned~~the ~~subsidiaries~~undersigned ~~collectively,~~thereunto ~~unless~~duly ~~the context otherwise requires~~authorized.

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. 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.

Dated: April 10, 2025	SIEBERT FINANCIAL CORP.

	By	/s/ John J. Gebbia
		John J. Gebbia Chief Executive Officer and Chairman (Principal executive officer)

~~These forward-looking~~By ~~statements,~~/s/ ~~which~~Andrew ~~reflect our beliefs, objectives, and expectations as of the date hereof, are based on the best judgment of management~~H. ~~All~~Reich ~~forward-looking~~Andrew ~~statements speak only as of the date on which they are made~~H. ~~Such~~Reich ~~forward-looking~~Executive ~~statements~~Vice ~~are subject to certain risks~~President, ~~uncertainties~~Chief ~~and~~Operating ~~assumptions relating to factors that could cause actual results to differ materially from those anticipated in such statements~~Officer, ~~including~~Chief ~~the~~Financial ~~following: economic~~Officer, ~~social~~ and ~~political~~Secretary ~~conditions,~~(Principal ~~global~~financial ~~economic downturns resulting from extraordinary events; securities industry risks; interest rate risks; liquidity risks; credit risk with clients~~ and ~~counterparties;~~accounting 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; interest rate risk, new technology initiatives, and failure to maintain relationships with employees, customers, business partners or governmental entities; 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 the Company’s Annual and Quarterly Reports on Form 10-K for the year-ended December 31, 2023 and Form 10-Q for the quarter ended June 30, 2024, respectively, as well as in our filings with the Securities and Exchange Commission (“SEC”officer).

~~Item 9.01 Financial Statements and Exhibits~~2

(d) Exhibits. The following exhibits are filed with this Report:

Exhibit Number		Description
10.47		Credit Agreement, dated November 22, 2024
10.48		BMO Bank Revolver Note Agreement, dated November 22, 2024
10.49		Parent Guaranty, dated November 22, 2024
104		Cover Page Interactive Data File (embedded within the Inline XBRL document)

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: December 19, 2024	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)

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