UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
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FORM
CURRENT REPORT
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Item 1.01 Entry into a Material Definitive Agreement
On October 28, 2025, Siebert Financial Corp. (the “Company”) entered into Membership Interest Purchase Agreements with certain employees, directors and affiliates of the Company and RISE Financial Services, LLC (“RISE”), a subsidiary of the Company, pursuant to which the Company purchased the remaining 32% of the limited liability membership interests in RISE that the Company did not previously own, including 24% that were owned by Gloria E. Gebbia, a director of the Company. The aggregate purchase price was $3.7 million. Following the consummation of the transactions, RISE is a wholly-owned subsidiary of the Company.
The purpose of this transaction is to effect a capital restructuring of RISE within the Company’s consolidated group and to support potential strategic opportunities at RISE. The purchase price was the carrying value of each membership interest acquired and, therefore, represented a return of capital to the selling holders. The purchase price was the same for employees and non-employee holders; continued employment was not a condition to receive proceeds and there were no side agreements, liquidity support or other non-equity consideration expected. 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 RISE.
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.
Item 9.01 Financial Statements and Exhibits
(d) Exhibits.
| Exhibit No. | Description | |
| 10.51 | Form of Membership Interest Purchase Agreement | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
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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.
| 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) | ||
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