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): ~~October~~November 2818, 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 15.0107 ~~Entry~~Submission ~~into~~of Matters to a ~~Material~~Vote ~~Definitive~~of ~~Agreement~~Security Holders.

~~On October 28, 2025,~~ Siebert Financial Corp. (the “Company”) ~~entered~~held ~~into~~its ~~Membership~~Annual ~~Interest~~Meeting ~~Purchase Agreements with certain employees, directors and affiliates~~ of Shareholders (the ~~Company~~“2025 ~~and~~Annual ~~RISE Financial Services, LLC (“RISE~~Meeting”), aon ~~subsidiary~~November ~~of the Company~~18, ~~pursuant~~2025. toAt ~~which~~ the ~~Company~~2025 ~~purchased~~Annual ~~the~~Meeting, ~~remaining 32% of~~ the ~~limited~~Company’s ~~liability~~shareholders ~~membership~~voted ~~interests~~on ~~in RISE that~~ the ~~Company~~four ~~did~~proposals ~~not~~described ~~previously own, including 24% that were owned by Gloria E~~below. ~~Gebbia,~~The afinal ~~director~~results of the ~~Company.~~voting ~~The~~on ~~aggregate purchase price was $3.7 million. Following~~ the ~~consummation~~proposals ofare ~~the~~noted ~~transactions, RISE is a wholly-owned subsidiary of the Company~~below.

~~The~~Proposal ~~purpose~~No. of1 ~~this~~- ~~transaction is~~The ~~to effect a capital restructuring~~ election of ~~RISE within~~ the ~~Company’s~~persons ~~consolidated~~named ~~group~~below ~~and~~as directors to ~~support~~hold ~~potential~~office ~~strategic~~until ~~opportunities at RISE. The purchase price was~~ the ~~carrying~~Company’s ~~value~~annual ofmeeting ~~each membership interest acquired and, therefore, represented a return~~ of ~~capital~~ shareholders to ~~the~~be ~~selling~~held ~~holders.~~in ~~The~~2026 ~~purchase price was the same for employees~~ and until ~~non-employee~~his ~~holders;~~or ~~continued~~her ~~employment~~successor ~~was~~is ~~not~~duly aelected ~~condition to receive proceeds~~ and ~~there~~qualified ~~were~~or nountil ~~side~~his ~~agreements, liquidity support~~ or ~~other~~her ~~non-equity~~earlier ~~consideration~~resignation ~~expected.~~or RISE has been largely inactive since its acquisition; however, the Company believes that its 100% ownership of RISE benefits the Company’s shareholders as the Company positions itself to evaluate and pursue future opportunities at RISEremoval.

The foregoing description of the Membership Interest Purchase Agreements does not purport to be complete and is subject, and qualified by reference, to the full text of the Form of Membership Interest Purchase Agreement, a copy of which is filed as Exhibit 10.51 to this Current Report on Form 8-K and is incorporated herein by reference.

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

~~Item~~Proposal 9No.01 2 - The approval of an amendment and restatement of the Siebert Financial ~~Statements~~Corp. 2021 Equity Incentive Plan to increase the number of shares of the Company’s common stock available and ~~Exhibits~~reserved for issuance thereunder to 5,000,000.

(d) Exhibits.

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

Exhibit No.		Description
10.51		Form of Membership Interest Purchase Agreement
104		Cover Page Interactive Data File (embedded within the Inline XBRL document)

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

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

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.

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

Dated: October 31, 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)

2SIGNATURES

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)

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