8-K: Siebert Financial Completes Full Acquisition of RISE Financial

Siebert Financial Corp. has acquired the remaining 32% of its subsidiary, RISE Financial Services, LLC, for $3.7 million, making it a wholly-owned entity to support future strategic opportunities.

Summary

• Siebert Financial Corp. (SFC) entered into Membership Interest Purchase Agreements on October 28, 2025, to acquire the remaining 32% of RISE Financial Services, LLC (RISE) that it did not previously own.
• The aggregate purchase price for the 32% interest was $3.7 million.
• Following the transaction, RISE Financial Services, LLC is now a wholly-owned subsidiary of Siebert Financial Corp.
• The acquired interests included a 24% stake owned by Gloria E. Gebbia, a director of the Company.
• The purchase price represented the carrying value of each membership interest acquired and was considered a return of capital to the selling holders.
• Continued employment was not a condition for receiving proceeds, and no side agreements or non-equity consideration were involved.
• RISE has been largely inactive since its initial acquisition by Siebert Financial Corp.

Sentiment

Score: 6

Explanation: The sentiment is moderately positive. While the subsidiary has been inactive, the full acquisition provides strategic flexibility and potential for future opportunities, which management views as beneficial to shareholders. The transaction itself is an internal restructuring at carrying value, not indicative of immediate operational performance.

Positives

• Achieved 100% ownership of RISE Financial Services, LLC, providing full control for strategic decisions.
• The transaction is intended to effect a capital restructuring within the consolidated group and support potential strategic opportunities at RISE.
• Management believes that full ownership of RISE benefits shareholders by positioning the company to evaluate and pursue future opportunities.

Negatives

• RISE Financial Services, LLC has been largely inactive since its acquisition, indicating a lack of current operational contribution.

Risks

• SFC acknowledges that the acquired Units have not been registered under the Securities Act or any state securities laws.
• There is no public market for the Units, and there is no assurance that one will develop.
• SFC must bear the economic risk of its investment in the Units for an indefinite period of time.
• The continued inactivity of RISE Financial Services, LLC poses a risk to realizing the stated strategic opportunities.

Future Outlook

Siebert Financial Corp. believes that its 100% ownership of RISE Financial Services, LLC benefits shareholders as the company positions itself to evaluate and pursue future strategic opportunities at RISE.

Management Comments

• 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 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.

Industry Context

This announcement primarily details an internal capital restructuring and consolidation of ownership within Siebert Financial Corp.'s existing corporate structure. It does not directly reflect broader industry trends or competitive shifts, but rather positions the company for potential future strategic moves within the financial services sector.

Comparison to Industry Standards

• Not applicable as this is an internal capital restructuring of a subsidiary at its carrying value, not a market-based acquisition or performance report that would typically be benchmarked against industry peers or specific projects.

Corporate Governance

Related Party Transactions

• Gloria E. Gebbia, a director of Siebert Financial Corp., sold her 24% stake in RISE Financial Services, LLC to the Company as part of the 32% acquisition.

Stakeholder Impact

• Shareholders: Expected to benefit from the Company's ability to evaluate and pursue future strategic opportunities with a wholly-owned RISE.
• Employees (selling holders): Received a return of capital for their membership interests in RISE, with continued employment not being a condition for receiving proceeds.

Next Steps

• Evaluate and pursue future strategic opportunities at RISE Financial Services, LLC.

Key Dates

Keywords

Siebert Financial Corp, RISE Financial Services, Subsidiary acquisition, Membership interest purchase, Capital restructuring, Financial services, SEC filing, Form 8-K