Siebert Financial Seeks Shareholder Nod for Equity Plan Expansion, New Director

TL;DR

**SIEB's equity plan expansion and new audit chair are key, but the Gebbia family's 41.8% stake means they're calling the shots, so watch for potential dilution.**

AI Summary

Siebert Financial Corp. (SIEB) is holding its Annual Meeting on November 18, 2025, to elect seven directors, including new nominee Lewis W. Solimene, Jr., who is slated to chair the Audit Committee. The company also seeks approval to increase shares available under its 2021 Equity Incentive Plan to 5,000,000, a move that could dilute existing shareholder value. Shareholders will also cast an advisory vote on named executive compensation and ratify Crowe LLP as the independent auditor for fiscal 2025. The Board of Directors held 14 special meetings in 2024, indicating active oversight. Notably, 16,941,323 shares, or approximately 41.8% of the 40,426,936 outstanding shares, are beneficially owned by the Gebbia family, highlighting significant insider control. The company is transitioning its Audit Committee leadership as Jerry M. Schneider was not renominated, with Lewis W. Solimene, Jr. identified as an 'audit committee financial expert'.

Why It Matters

This DEF 14A filing is crucial for SIEB investors as it outlines key governance changes and potential equity dilution. The proposal to increase shares for the 2021 Equity Incentive Plan to 5,000,000 could impact per-share earnings and ownership percentages, directly affecting investor returns. The election of Lewis W. Solimene, Jr. as Audit Committee Chairman, an 'audit committee financial expert,' could enhance financial oversight and transparency, potentially boosting investor confidence in a competitive brokerage landscape. The significant beneficial ownership by the Gebbia family (41.8%) means their voting power heavily influences these outcomes, impacting corporate strategy and executive compensation decisions.

Risk Assessment

Risk Level: medium — The risk level is medium due to the proposed increase in shares for the 2021 Equity Incentive Plan to 5,000,000, which could lead to significant shareholder dilution. Additionally, the Gebbia family's beneficial ownership of 16,941,323 shares, representing approximately 41.8% of the 40,426,936 outstanding shares, concentrates voting power and could lead to decisions that prioritize insider interests over broader shareholder value.

Analyst Insight

Investors should carefully review the proposed amendment to the 2021 Equity Incentive Plan and consider its potential dilutive effects on their holdings. Engage with proxy advisory services or directly with the company to understand the rationale for the 5,000,000 share increase and its impact on future earnings per share.

Key Numbers

• 5,000,000 — Shares for 2021 Equity Incentive Plan (Proposed increase in shares available for issuance)
• 16,941,323 — Shares beneficially owned by Gebbia family (Represents significant insider control, approximately 41.8% of outstanding shares)
• 40,426,936 — Total shares outstanding (As of record date September 19, 2025)
• 14 — Board meetings held (Number of special Board of Directors meetings in 2024)
• 9 — Audit Committee meetings held (Number of Audit Committee meetings in 2024)
• $25,000 — Estimated fee for Broadridge (Cost for proxy distribution assistance)
• November 18, 2025 — Annual Meeting Date (Date of the upcoming virtual shareholder meeting)
• September 19, 2025 — Record Date (Date for determining shareholders eligible to vote)

Key Players & Entities

• Siebert Financial Corp. (company) — Registrant
• Lewis W. Solimene, Jr. (person) — Nominee for Director and Chairman of the Audit Committee
• Gloria E. Gebbia (person) — Director and non-independent
• John J. Gebbia (person) — Director, Chairman, CEO, and non-independent
• Andrew H. Reich (person) — Director, EVP, COO, CFO, Secretary, and non-independent
• Crowe LLP (company) — Independent registered public accounting firm
• Nasdaq (regulator) — Stock exchange listing rules
• Gebbia family (person) — Beneficial owners of 16,941,323 shares
• Jerry M. Schneider (person) — Current Audit Committee Chairman, not renominated
• Broadridge (company) — Proxy distribution assistant

FAQ

Industry Context

Siebert Financial Corp. operates in the financial services industry, which is characterized by intense competition, evolving regulatory landscapes, and technological advancements. The industry is seeing a trend towards digital platforms and personalized financial advice. Companies must navigate market volatility and maintain investor confidence while adapting to new client demands and competitive pressures.

Regulatory Implications

As a publicly traded financial services company, Siebert Financial Corp. is subject to extensive regulation by bodies such as the SEC and FINRA. Changes in regulations, compliance costs, and potential enforcement actions represent ongoing risks. The company's adherence to these regulations is critical for maintaining its license to operate and its reputation.

What Investors Should Do

1. Review the proposed increase in shares for the 2021 Equity Incentive Plan.
2. Vote on the election of directors, paying attention to the new nominee for Audit Committee Chair.
3. Consider the advisory vote on executive compensation.
4. Ratify the appointment of Crowe LLP as the independent auditor.

Key Dates

• 2025-11-18: Annual Meeting of Shareholders — Shareholders will vote on director elections, equity incentive plan, executive compensation, and auditor ratification.
• 2025-09-19: Record Date — Determines which shareholders are eligible to vote at the Annual Meeting.
• 2025-10-09: Proxy materials expected to be mailed or available — Shareholders receive information to make informed voting decisions.

Glossary

DEF 14A

A filing with the SEC that provides detailed information to shareholders about matters to be voted on at an annual meeting. (This document is the proxy statement for Siebert Financial Corp.'s annual meeting.)

Equity Incentive Plan

A plan that allows a company to grant stock options, restricted stock, or other equity-based awards to employees and directors. (Shareholders are being asked to approve an increase in the number of shares available under the 2021 Equity Incentive Plan.)

Advisory (non-binding) vote

A shareholder vote on a proposal that the company is not legally required to follow, but which expresses shareholder sentiment. (Shareholders will have an advisory vote on the compensation of named executive officers.)

Independent registered public accounting firm

An external audit firm hired by a company to provide an independent opinion on its financial statements. (Shareholders are being asked to ratify the appointment of Crowe LLP as the company's auditor for fiscal 2025.)

Broker non-vote

Shares held by a broker that are not voted on a particular matter because the beneficial owner has not provided voting instructions. (These votes do not count for or against non-routine proposals, impacting the voting outcome.)

Quorum

The minimum number of shareholders required to be present (in person or by proxy) for a valid meeting to take place. (A quorum of one-third of outstanding shares is needed for the annual meeting to proceed.)

Year-Over-Year Comparison

This filing indicates an upcoming annual meeting on November 18, 2025, with key proposals including director elections, an increase in shares for the equity incentive plan, executive compensation vote, and auditor ratification. The previous filing context is not provided, so a direct comparison of metrics like revenue growth or margin changes is not possible. However, the active board oversight, evidenced by 14 special meetings in 2024, and the significant insider ownership by the Gebbia family (41.8%) are notable structural points.

Key Financial Figures

• $25,000 — for a fee estimated to be approximately $25,000, including estimated mailing and printi
• $16 million — s. Gebbia's leadership, has raised over $16 million for breast and prostate cancer research
• $160 million — ld in 1997 to Toronto Dominion Bank for $160 million. We believe Mr. Gebbia brings valuabl

Filing Documents

• ny20054207x1_def14a.htm (DEF 14A) — 720KB
• ny20054207x1_pc1.jpg (GRAPHIC) — 612KB
• ny20054207x1_pc2.jpg (GRAPHIC) — 390KB
• 0001140361-25-037792.txt ( ) — 3902KB
• sieb-20251118.xsd (EX-101.SCH) — 3KB
• sieb-20251118_def.xml (EX-101.DEF) — 3KB
• sieb-20251118_lab.xml (EX-101.LAB) — 3KB
• sieb-20251118_pre.xml (EX-101.PRE) — 6KB
• ny20054207x1_def14a_htm.xml (XML) — 128KB

From the Filing

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant Filed by a Party other than the Registrant Check the appropriate box: Preliminary Proxy Statement Confidential, For Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) Definitive Proxy Statement Definitive Additional Materials Soliciting Material Under Rule 14a-12 Siebert Financial Corp. (Name of Registrant as Specified In Its Charter) (Name of Person(s) Filing Proxy Statement, if Other Than the Registrant) Payment of Filing Fee (Check the appropriate box): No fee required. Fee paid previously with preliminary materials. Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11. Important Notice Regarding the Availability of Proxy Materials for the Annual Meeting: The Notice & Proxy Statement, Annual Report is/are available at www.proxyvote.com. SIEBERT FINANCIAL CORP. 653 Collins Avenue Miami Beach, FL 33139 (310) 385-1861 NOTICE OF ANNUAL MEETING OF SHAREHOLDERS TO BE HELD ON NOVEMBER 18, 2025 Dear Shareholders: Notice is hereby given that Siebert Financial Corp., a New York corporation, ("Siebert", or the "Company") will hold its Annual Meeting of Shareholders (the "Annual Meeting"), on Friday, November 18, 2025, at 1:00 p.m. Eastern Daylight Time. This year's Annual Meeting will be a completely virtual meeting of shareholders, which will be conducted live via webcast. You may attend the webcast of the Annual Meeting via the Internet at www.virtualshareholdermeeting.com/SIEB2025 when you enter your 16-digit control number included with the Notice of Internet Availability or proxy card. For instructions on how to attend and participate in the Annual Meeting via the webcast, visit www.virtualshareholdermeeting.com/SIEB2025. You will be able to vote your shares while attending the Annual Meeting by following the instructions on the website. The purpose of the Annual Meeting is as follows: 1. Election of seven directors. 2. 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, subject to certain conditions. 3. Advisory (non-binding) vote to approve named executive compensation. 4. Ratification of the appointment of Crowe LLP ("Crowe") as the Company's independent registered public accounting firm for fiscal 2025; and 5. Consider any other matters that are properly presented at the Annual Meeting and any adjournment thereof. You may vote at the Annual Meeting if you were a Siebert shareholder of record at the close of business on Friday, September 19, 2025. Along with the attached Proxy Statement, we are also enclosing a copy of our Annual Report to Shareholders (the "Annual Report"), which includes our financial statements. To assure your representation at the meeting, please vote by Internet or telephone or sign and mail the enclosed proxy as soon as possible. We have enclosed a return envelope, which requires no postage if mailed in the United States. Your proxy is being solicited by the Board of Directors. Shareholders who attend the Annual Meeting may revoke their proxy and vote their shares electronically. PLEASE VOTE—YOUR VOTE IS IMPORTANT Andrew H. Reich Secretary Miami Beach, FL October 9, 2025 IMPORTANT NOTICE REGARDING INTERNET AVAILABILITY OF PROXY MATERIALS FOR THE 2025 ANNUAL MEETING: This Notice and Proxy Statement, our Proxy Card and our Annual Report also are available at www.proxyvote.com by entering the 16-digit control number found on the enclosed Proxy Card. SIEBERT FINANCIAL CORP. 653 Collins Avenue Miami Beach, FL 33139 (310) 385-1861 PROXY STATEMENT FOR THE 2025 ANNUAL MEETING OF SHAREHOLDERS TO BE HELD ON NOVEMBER 18, 2025 INFORMATION ABOUT THE ANNUAL MEETING AND VOTING Annual Meeting: November 18, 2025 1:00 p.m. Eastern Daylight Time www.virtualshareholdermeeting.com/SIEB2025 Record Date: Close of business on Friday, September 19, 2025. If you were a shareholder at that time, you may vote at the meeting. Each share is entitled to one vote. On the record date, we had 40,426,936 shares of our common stock outstanding and entitled to vote. Of those shares, 16,941,323 shares are beneficially owned by members of the Gebbia family. Proxy materials are expected to be mailed or available to shareholders beginning on or about October 9, 2025. Quorum: The holders of one-third of the outstanding shares of our common stock, represented electronically or by proxy and entitled to vote, will constitute a quorum at the meeting. Abstentions and broker non-votes will be counted for purposes of determining the presence or absence of a quorum. Agenda: 1. Election of seven directors. 2. Appro

View Full Filing

View this DEF 14A filing on SEC EDGAR