# AEI SECURITIES, INC. X-17A-5 (2026-03-11) — Broker-dealer annual report

- Company: AEI SECURITIES, INC.
- Form: X-17A-5
- Filed: 2026-03-11
- Period: 2025-12-31
- Accession: 0000002554-26-000006
- CIK: 2554
- File #: 8-16750
- Type: Broker-dealer
- Material weakness: No
- Auditor: Boulay PLLP
- Auditor location: Minneapolis, MN
- Contact: Keith Petersen
- Phone: 651-227-7333
- Email: kpetersen@aeifunds.com
- Website: aeifunds.com
- Signed by: Marni J Nygard (CEO)

Original filing: https://www.sec.gov/Archives/edgar/data/2554/000000255426000006/aeisecfocusreport12-31-25.pdf

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**UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549** 

## **ANNUAL REPORTS FORM X-17A-5 PARTIII**

|  | 8-16750 |  |
|--|---------|--|

**FACING PAGE Information Required Pursuant to Rules 17a-5, 17a-12, and 18a-7 under the Securities Exchange Act of 1934** 

FILING FOR THE PERIOD BEGINNING 1/01/2025 AND ENDING 12/31/2025 MMIDDIYY MM/DD/YY

**A. REGISTRANT IDENTIFICATION** 

NAME OF FIRM:· AEI SECURITIES INC.

TYPE OF REGISTRANT (check all applicable boxes): !RI Broker-dealer □ Security-based swap dealer □ Major security-based swap participant

□ Check here if respondent is also an OTC derivatives dealer

ADDRESS OF PRINCIPAL PLACE OF BUSINESS: (Do not use P.O. box no.)

30 EAST SEVENTH STREET, SUITE 1300

|                                                                           | (No. and Street)                               |                                           |  |
|---------------------------------------------------------------------------|------------------------------------------------|-------------------------------------------|--|
| SAINT PAUL                                                                | MINNESOTA                                      | 55101                                     |  |
| (City)                                                                    | (State)                                        | (Zip Code)                                |  |
| PERSON TO CONTACT WITH REGARD TO THIS FILING                              |                                                |                                           |  |
| KEITH PETERSEN/MARNI J NYGARD<br>(Name)                                   | 651-227-7333<br>(Area Code - Telephone Number) | kpetersen@aeifunds.com<br>(Email Address) |  |
|                                                                           | B. ACCOUNTANT IDENTIFICATION                   |                                           |  |
| INDEPENDENT PUBLIC ACCOUNTANT whose reports are contained in this filing* |                                                |                                           |  |
| BOULAYPLLP                                                                |                                                |                                           |  |

|                                                | (Name -<br>if individual, state last,firsl, middle name) |           |                                            |
|------------------------------------------------|----------------------------------------------------------|-----------|--------------------------------------------|
| 11095 VIKING DRIVE, #500                       | MINNEAPOLIS                                              | MINNESOTA | 55344                                      |
| (Address)                                      | (City)                                                   | (State)   | (Zip Code)                                 |
| 10/14/2003                                     |                                                          | 542       |                                            |
| (Date ofRegistration with PCAOB)(ifapplicable) |                                                          |           | (PCAOB Registration Number, if applicable) |

#### **FOR OFFICIAL USE ONLY**

*\*Claims for exemption jiwn the requirement that the annual reports be covered by the reports of an independent public accountant must be supported by a statement of facts and circumstances relied on as the basis of the exemption. See 17 CFR 240.17a-5(e)(l)(ii), if applicable.* 

**Persons who are to respond to the collection of information contained in this form are not required to respond unless the form**  displays a currently valid 0MB control number.

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### **OATH OR AFFIRMATION**

I, MARNI J NYGARD,swear (or affirm) that, to the best ofmy knowledge and belief, the financial report pertaining to the firm of AEI SECURJTIES, INC., as of DECEMBER 31, 2025, is true and correct. I furiher swear (or affirm) that neither the company nor any pariner, officer, director or equivalent person, as the case may be, has any proprietary interest in any account classified solely as that of a customer.

| PHANIE ALLYN WAUISCH<br>NOTARY PUBLIC<br>MINNESOTA<br>O<br>ommiss10n Expires | 7'L.__1/<br>Signatu1·e: |
|------------------------------------------------------------------------------|-------------------------|
|                                                                              |                         |
| Notary P<br>{<br>\<br>lie                                                    |                         |

## **This filing .. contains (check all a~able boxes):**

- IBJ (a) Statement of financial condition.
- D (b) Notes to consolidated statement of ffhancial condition.
- IBJ ( c) Statement of income (loss) or, if there is other comprehensive income in the period(s) presented, a statement of comprehensive income (as defined in §210.1-02 or Regulation S-X).
- IBJ (d) Statement of cash flows.
- IBJ ( e) Statement of changes in stockholders' or partners' or sole proprietor's equity. (Statement of Operations & Retained Earnings)
- D (f) Statement of changes in liabilities subordinated to claims of creditors.
- IBJ (g) Notes to consolidated financial statements.
- IBJ (h) Computation of net capital under 17 CFR 240. l 5c3- l or 17 CFR 240. l 8a-l, as applicable.
- D (i) Computation of tangible net wo1ih under 17 CFR 240. l 8a-2.
- D U) Computation for determination of customer reserve requirements pursuant to Exhibit A to 17 CFR 240. l 5c3-3.
- D (k) Computation for determination of security-based swap reserve requirements pursuant to Exhibit B to 17 CFR 240. l 5c3-3 or Exhibit A to 17 CFR 240. l 8a-4, as applicable.
- D (I) Computation for Determination of PAB Requirements under Exhibit A to §240. l 5c3-3 .
- IBJ (m) Information relating to possession or control requirements for customers under 17 CFR 240.15c3-3.
- D (n) Information relating to possession or control requirements for security-based swap customers under 17 CFR 240. l 5c3-3(p)(2) or 17 CFR 240. l 8a-4, as applicable.
- D (o) Reconciliations, including appropriate explanations, of the FOCUS Report with computation of net capital or tangible net worih under 17 CFR 240. l 5c3- l, 17 CFR 240.18a-l, or 17 CFR 240. l 8a-2, as applicable, and the reserve requirements under 17 CFR 240. l 5c3-3 or 17 CFR 240. l 8a-4, as applicable, if material differences exist, or a statement that no material difference exist.
- D (p) Summary of financial data for subsidiaries not consolidated in the statement of financial condition.
- IBJ (q) Oath or affirmation in accordance with 17 CFR 240. l 7a-5, 17 CFR 240. l 7a-12, or 17 CFR 240. l 8a-7, as applicable.
- D (r) Compliance report in accordance with 17 CFR 240. l 7a-5 or 17 CFR 240. l 8a-7, as applicable.
- IBJ (s) Exemption report in accordance with 17 CFR 240. l 7a-5 or 17 CFR 240. I 8a-7, as applicable.
- D (t) Independent public accountant's report based on an examination of the statement of financial condition.
- IBJ (u) Independent public accountant's report based on an examination of the financial report or financial statements under 17 CFR 240.17a-5, 17 CFR 240. l8a-7, or 17 CFR 240.17a-12 as applicable.
- D (v) Independent public accountant's repori based on an examination of certain statements in the compliance report under 17 CFR 240.17a-5 or 17 CFR 240. l 8a-7, as applicable.
- IBJ (w) Independent public accountant's report based on a review of the exemption repori under 17 CFR 240. l 7a-5 or 17 CFR 240. l 8a-7 as applicable.
- D (x) Supplemental reporis on applying agreed-upon procedures, in accordance with 17 CFR 240. l 5c3- le or 17 CFR 240.17a-12, as applicable.
- D (y) Report describing any material inadequacies found to exist or found to have existed since the date of the previous audit, or a statement that no material inadequacies exist, under 17 CFR 240. l 7a- l 2(k). D (z) Other:----------------------------------
- 

*\*\*To request confidential treatment of certain portions of this filing, see 17 CFR 240.17a-5(e)(3) or 17 CFR 240. I 8a-7(d)(2), as applicable.* 

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![](_page_2_Picture_0.jpeg)

#### REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To Management & the Stockholder of AEI Securities, Inc.

#### **Opinion on the Financial Statements**

We have audited the accompanying statements of financial condition of AEI Securities, Inc. (the "Company") as of December 31, 2025 and 2024, and the related statements of operations and retained earnings, and cash flows for the years then ended, and the related notes (collectively referred to as the "financial statements"). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2025 and 2024, and the results of its operations and its cash flows for the years then ended in conformity with accounting principles generally accepted in the United States of America.

#### **Basis for Opinion**

These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on the Company's financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion.

#### **Auditor's Report on Supplemental Information**

The supplemental information contained in Schedule I, Schedule II, and Schedule Ill has been subjected to audit procedures performed in conjunction with the audits of the Company's financial statements. The supplemental information is the responsibility of the Company's management. Our audit procedures included determining whether the supplemental information reconciles to the financial statements or the underlying accounting and other records, as applicable, and performing procedures to test the completeness and accuracy of the information presented in the supplemental information. In forming our opinion on the supplemental information, we evaluated whether the supplemental information, including its form and content, is presented in conformity with 17 C.F.R. §240.17a-5. In our opinion, the supplemental information is fairly stated, in all material respects, in relation to the financial statements as a whole.

*/3~ /JLt.P* 

We have served as AEI Securities, lnc.'s auditor since 1986.

Minneapolis, Minnesota February 24, 2026

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## **AEI SECURITIES, INC. STATEMENTS OF FINANCIAL CONDITION**

#### **ASSETS**

|                                   | December 31,<br>2025   | December 31,<br>2024 |
|-----------------------------------|------------------------|----------------------|
| Assets:                           |                        |                      |
| Cash                              | \$<br>100,333          | \$<br>68,290         |
| Receivable from Related Companies | 6,058                  | 9,468                |
| Miscellaneous Receivable          | 1,034                  | 20                   |
| Prepaid Expenses                  | 350                    | 350                  |
| Total Assets                      | \$<br>=====<br>107,775 | \$<br>78,128         |

#### **LIABILITIES AND STOCKHOLDER'S EQUITY**

| Liabilities:                               |               |              |
|--------------------------------------------|---------------|--------------|
| Commissions Payable                        | \$<br>3,500   | \$<br>5,074  |
| Payable to Related Companies               | 0             | 6,495        |
| Total Liabilities                          | 3,500         | 11,569       |
| Commitments and Contingencies              |               |              |
| Stockholder's Equity:                      |               |              |
| Common Stock-<br>2,500 shares authorized,  |               |              |
| issued and outstanding                     | 12,500        | 12,500       |
| Additional Paid-In-Capital                 | 37,500        | 37,500       |
| Retained Earnings                          | 54,275        | 16,559       |
| Total Stockholder's Equity                 | 104,275       | 66,559       |
| Total Liabilities and Stockholder's Equity | \$<br>107,775 | \$<br>78,128 |

The accompanying Notes to Financial Statements are an integral part of this statement.

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## **AEI SECURITIES, INC. STATEMENTS OF OPERATIONS AND RETAINED EARNINGS**

#### **OPERATIONS**

|                            | Years Ended December 31 |           |    |          |
|----------------------------|-------------------------|-----------|----|----------|
|                            |                         | 2025      |    | 2024     |
| Revenues:                  |                         |           |    |          |
| Commissions                | \$                      | 1,396,741 | \$ | 133,097  |
| Interest                   |                         | 2,088     |    | 2,251    |
| Total Revenues             |                         | 1,398,829 |    | 135,348  |
| Expenses:                  |                         |           |    |          |
| Commissions Reallowed      |                         | 1,091,474 |    | 94,355   |
| General and Administrative |                         | 144,639   |    | 59,707   |
| Total Expenses             |                         | 1,236,113 |    | 154,062  |
| Net Income (Loss)          |                         | 162,716   |    | (18,714) |

#### **RETAINED EARNINGS**

| Balance, beginning of year   | 16,559                | 235,273               |
|------------------------------|-----------------------|-----------------------|
| Distributions to Stockholder | (125,000)             | (200,000)             |
| Balance, end of year         | \$<br>=====<br>54,275 | \$<br>=====<br>16,559 |

The accompanying Notes to Financial Statements are an integral part of this statement.

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### **AEI SECURITIES, INC. STATEMENTS OF CASH FLOWS**

|                                                                                                                       | Years Ended December 31 |    |           |
|-----------------------------------------------------------------------------------------------------------------------|-------------------------|----|-----------|
|                                                                                                                       | 2025                    |    | 2024      |
| Cash Flows from Operating Activities:                                                                                 |                         |    |           |
| Net Income (Loss)                                                                                                     | \$<br>162,716           | \$ | (18,714)  |
| Adjustments to Reconcile Net Income (Loss)<br>To Net Cash Provided by Operating Activities:<br>Decrease in Receivable |                         |    |           |
| from Related Companies                                                                                                | 3,410                   |    | 14,715    |
| (Increase) Decrease in Miscellaneous Receivable                                                                       | (1,014)                 |    | 118       |
| Decrease in Commissions Payable                                                                                       | (1,574)                 |    | (11,383)  |
| Decrease in Payable to Related Companies                                                                              | (6,495)                 |    | (1,477)   |
| Total Adjustments                                                                                                     | (5,673)                 |    | 1,973     |
| Net Cash Provided By (Used For)                                                                                       |                         |    |           |
| Operating Activities                                                                                                  | 157,043                 |    | (16,741)  |
| Cash Flows from Financing Activities:                                                                                 |                         |    |           |
| Distributions to Stockholder                                                                                          | (125,000)               |    | (200,000) |
| Net Increase (Decrease) in Cash                                                                                       | 32,043                  |    | (216,741) |
| Cash, beginning of year                                                                                               | 68,290                  |    | 285,031   |
| Cash, end of year                                                                                                     | \$<br>100,333           | \$ | 68,290    |

The accompanying Notes to Financial Statements are an integral paii of this statement.

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## **AEI SECURITIES, INC. NOTES TO THE FINANCIAL STATEMENTS DECEMBER 31, 2025 AND 2024**

## **(1) Summary of Organization and Significant Accounting Policies** -

## **Organization**

AEI Securities, Inc. ("Company") is a licensed broker-dealer registered with the Securities and Exchange Commission and under the jurisdiction of the Financial Industry Regulatory Authority ("FINRA"). The Company operates as a wholly owned subsidiary of AEI Capital Corporation ("ACC"). Robert P. Johnson was President of the Company until June 30, 2020. On July 1, 2020, Marni J. Nygard became President. Mr. Johnson and his wife were majority stockholders of ACC until Mr. Johnson's date of death on May 22, 2021. Mrs. Johnson is also the sole stockholder AEI Fund Management, Inc., which provides management services to the Company.

## **Revenue from Contracts with Customers**

The Company's major source ofrevenue is commissions earned on the sale of equity interests of entities that have been organized by related parties. These transactions consist of a single performance obligation that is satisfied and recognized at a point in time on the date ( trade date) in which proceeds from the sale of units are accepted by the affiliated entities as that is when the underlying purchaser is identified, the pricing is agreed upon and the risks and rewards of ownership have been transferred to the customer. The transaction price is based on contractually agreed upon fixed commission percentages earned by the Company on the proceeds from the sale of units. The transaction price is not subject to significant ( or any) variable consideration. Contract modifications could potentially affect the timing of satisfaction of performance obligations, the determination of the transaction price, and the allocation of the price to performance obligations.

Costs associated with commission transactions are deferred until the related revenue is recognized or the engagement is otherwise concluded, and are recorded on a gross basis within operating expenses in the statements of operations as the Company is acting as a principal in the arrangement.

The discussion above includes revenue that is within the scope of Topic 606. Interest income is earned from the·Company's money market savings account and is not in the scope of Topic 606.

## **Financial Statement Presentation**

The accounts of the Company are maintained on the accrual basis of accounting for both federal income tax purposes and financial reporting purposes.

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## **AEI SECURITIES, INC. NOTES TO THE FINANCIAL STATEMENTS DECEMBER 31, 2025 AND 2024**

#### **Accounting Estimates**

Management uses estimates and assumptions in preparing these financial statements in accordance with generally accepted accounting principles. Those estimates and assumptions affect the reported amounts of assets and liabilities, the disclosure of contingent assets and liabilities, and the reported revenues and expenses. Actual results could differ from those estimates, and the difference could be material.

## **Cash Concentrations of Credit Risk**

The Company's cash is deposited in one financial institution and at times during the year the balances may exceed FDIC insurance limits.

## **Income Taxes**

The Company is a qualified subchapter S subsidiary of ACC. As a result, the income of the Company is treated as belonging to the parent corporation, ACC. In general, no recognition has been given to income taxes in the accompanying financial statements. Primarily due to the S Corporation tax status, the Company does not have any significant tax uncertainties that would require recognition or disclosure.

## **Recently Adopted Accounting Pronouncements**

In November 2023, the Financial Accounting Standards Board issued Accounting Standards Update ("ASU") 2023-07: Improvements to Rep01iable Segment Disclosures. This ASU, which amends Topic 280: Segment Repo1iing, improves disclosure requirements for reportable segments and enhances disclosures for companies with single repo1iable segments. The Company has a single rep01iable segment based on the nature of its services and regulatory environment under which it operates. The nature of the business and the accounting policies of the segment are the same as described throughout Note 1. The Company's Chief Operating Decision Maker ("CODM") is its CFO. The CODM assesses the repo1iable segment's performance and allocates resources for the reportable segment based on the net income and total assets which are the same amounts in all material respects as those reported on the Statement of Operations and Retained Earnings. The Company adopted the standard on January 1, 2024. The adoption did not have a material impact on the Company's financial statements.

## **Recent Accounting Pronouncements**

Other accounting standards that have been issued by standard-setting bodies that do not require adoption until a future date are not expected to have a material impact on the Company's financial statements upon adoption.

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## **AEI SECURITIES, INC. NOTES TO THE FINANCIAL STATEMENTS DECEMBER 31, 2025 AND 2024**

## **(2) Related Party Transactions** -

The Company and its affiliates have common management and utilize the same facility. As a result, certain general and administrative expenses are allocated among these related companies. The Company was reimbursed for ce1iain general and administrative costs by limited partnerships whose offerings were underwritten by the Company. In 2025 and 2024, these reimbursements totaled \$93,972 and \$106,502, respectively. These costs consisted oflicense fees, broker bond insurance, FINRA filing costs, professional fees and overhead costs necessary to maintain the Company as a licensed broker-dealer with FINRA.

## **(3) Net Capital Requirements** -

The Company is subject to the Uniform Net Capital Rule (Rule l 5c3-l) of the Securities Exchange Act of 1934. This Rule provides that aggregate indebtedness, as defined, may not exceed 15 times net capital, as defined. Alternatively, the Company's net capital may not be less than \$5,000 or 6-2/3% of total aggregate indebtedness, whichever is greater. As of December 31, 2025 and 2024, the Company had adjusted net capital of \$96,833 and \$56,721, respectively, which exceeded the required adjusted net capital by \$91,833 and \$51,721, respectively. As of December 31, 2025 and 2024, the ratio of aggregate indebtedness to net capital was .04 to 1 and .20 to 1, respectively.

## **(4) Exemption from Rule 15c3-3** -

The Company does not claim an exemption from SEA Rule 15c3-3, in reliance on Footnote 74 to SEC Release 34-70073 issued by SEC staff. The Company does not ( 1) directly or indirectly receive, hold, or otherwise owe funds or securities for or to customers, (2) does not carry accounts of or for customers and (3) does not carry P AB accounts.

## **(5) Subsequent Events** -

The Company has evaluated subsequent events tlwough February 24, 2026, the date that the financial statements were available to be issued. Subsequent events, if any, were disclosed in the appropriate note in the Notes to Financial Statements.

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## **AEI SECURITIES, INC. COMPUTATION OF NET CAPITAL IN ACCORDANCE WITH RULE 15c3-l OF THE SECURITIES AND EXCHANGE COMMISSION DECEMBER 31, 2025**

| Total Assets                                            | \$<br>107,775         |
|---------------------------------------------------------|-----------------------|
| Less -<br>Aggregate Indebtedness                        | 3,500                 |
| Unadjusted Capital                                      | 104,275               |
| Adjustments:                                            |                       |
| Receivable from Related Companies                       | (6,058)               |
| Miscellaneous Receivable                                | (1,034)               |
| Prepaid Expenses                                        | (350)                 |
| Adjusted Net Capital                                    | \$<br>=====<br>96,833 |
| Ratio of Aggregate Indebtedness to Adjusted Net Capital | .04:1                 |

There were no material differences between the audited Computation of Net Capital included in this report and the corresponding schedule included in AEI Securities, Inc.' s unaudited December 31, 2025 Part IIA FOCUS filing. There were no material inadequacies found to exist or to have existed since the previous audit.

SCHEDULE II

## **AEI SECURITIES, INC. COMPUTATION FOR DETERMINATION OF THE RESERVE REQUIREMENTS UNDER RULE 15c-3-3 OF THE SECURITIES AND EXCHANGE COMMISSION DECEMBER 31, 2025**

AEI Securities, Inc. does not claim an exemption from Rule l 5c3-3, in reliance on Footnote 74 to SEC Release 34-70073 issued by SEC staff. The Company does not (1) directly or indirectly receive, hold, or otherwise owe funds or securities for or to customers, (2) does not carry accounts of or for customers and (3) does not carry PAB accounts.

#### SCHEDULE III

## **AEI SECURITIES, INC. INFORMATION RELATING TO POSSESSION OR CONTROL REQUIREMENTS UNDER RULE 15c3-3 OF THE SECURITIES AND EXCHANGE COMMISSION DECEMBER 31, 2025**

AEI Securities, Inc. does not claim an exemption from Rule 15c3-3, in reliance on Footnote 74 to SEC Release 34-70073 issued by SEC staff. The Company does not (1) directly or indirectly receive, hold, or otherwise owe funds or securities for or to customers, (2) does not carry accounts of or for customers and (3) does not carry P AB accounts.

See Report of Independent Registered Public Accounting Finn

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#### REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Stockholder and Those Charged with Governance of AEI Securities, Inc.

We have reviewed management's statements, included in the accompanying Rule 15c3-3 Exemption Report pursuant to SEC Rule 17a-5, in which AEI Securities, Inc. (the "Company") did not claim an exemption under paragraph (k) of 17 C.F.R. §240.15c3-3, and the Company is filing this Exemption Report relying on Footnote 74 to SEC Release 34-70073 adopting amendments to 17 C.F.R. §240.17a-5 because the Company limits its business activities exclusively to private placement of its affiliated securities. In addition, the Company did not directly or indirectly receive, hold, or otherwise owe funds or securities for or to its client accounts, other than money used for consideration received or promptly transmitted with paragraph (a) or (b)(2) of Rule 15c2-4, and funds received and promptly transmitted for affecting transactions via subscriptions on a subscription way basis where the funds are payable to the issuer or its agent and not to the Company; did not carry accounts of or for customers; and did not carry PAB accounts (as defined in Rule 15c3-3) throughout the most recent fiscal year without exception. The Company stated that they met the identified exemption provisions throughout the most recent fiscal year without exception.

Our review was conducted in accordance with the standards of the Public Company Accounting Oversight Board (United States) and, accordingly, included inquiries and other required procedures to obtain evidence about the Company's compliance with the exemption provisions. A review is substantially less in scope than an examination, the objective of which is the expression of an opinion on management's statements. Accordingly, we do not express such an opinion.

Based on our review, we are not aware of any material modifications that should be made to management's statements referred to above for them to be fairly stated, in all material respects, based on the Company's business activities contemplated by Footnote 74 of the SEC Release 34-70073 adopting amendments to 17 C.F.R. §240.17a-5 and related SEC Staff Frequently Asked Questions.

Minneapolis, Minnesota February 24, 2026

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## **AEI SECURITIES, INC. EXEMPTION REPORT**

Pursuant to Securities Exchange Act Rule 17a-5, "Reports to be made by certain brokers and dealers", AEI Securities, Inc. (the "Company"), states that to the best of its knowledge and belief:

The Company does not claim an exemption under paragraph (k) of 17 C.F.R. § 240.15c3-3; and the Company is filing this Exemption Report in relying on Footnote 74 to SEC Release 34-70073 adopting amendments to 17 C.F.R. §240.17a-5 because the Company limits its business activities exclusively to private placement of its affiliated securities. In addition, the Company did not directly or indirectly receive, hold, or otherwise owe funds or securities for or to its customers, other than money used for consideration received or promptly transmitted with paragraph (a) or (b) (2) of Rule 15c2-4, and funds received and promptly transmitted for effecting transactions via subscriptions on a subscription way basis where the funds are payable to the issuer or its agent and not to the Company; did not carry accounts of or for customers; and did not carry PAB accounts (as defined in Rule 15c3-3) throughout the most recent fiscal year without exception. The Company had no exceptions to the provisions identified above throughout the most recent fiscal year without exception.

AEI SECURITIES, INC.

I, Marni J. Nygard, affirm that, to the best of my knowledge and belief, this Exemption Report is true and correct.

Marni J. Nygard President

February 24, 2026

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|                             | UNITED STATES                                                                                                                               | !status: Accepted                                                               |  |  |  |  |
|-----------------------------|---------------------------------------------------------------------------------------------------------------------------------------------|---------------------------------------------------------------------------------|--|--|--|--|
|                             | SECURITIES AND EXCHANGE COMMISSION                                                                                                          |                                                                                 |  |  |  |  |
| FORM                        | FOCUS REPORT                                                                                                                                |                                                                                 |  |  |  |  |
| X-17A-5                     | (FINANCIAL AND OPERATIONAL COMBINED UNIFORM SINGLE REPORT)<br>PART IIA 01]                                                                  |                                                                                 |  |  |  |  |
|                             | (Please read instructions before preparing Form)                                                                                            |                                                                                 |  |  |  |  |
|                             | This report is being filed pursuant to (Check Applicable<br>Block(s)):                                                                      |                                                                                 |  |  |  |  |
|                             | [Iii]<br>Om<br>1) Rule 17a-5(a)<br>2) Rule 17a-5(b)<br>3) Rule 17a-11                                                                       | []m                                                                             |  |  |  |  |
|                             | [Iii]<br>4) Special request by designated examining authority<br>5)Other                                                                    | 01§]                                                                            |  |  |  |  |
| NAME OF BROKER-DEALER       | SEC. FILE NO.                                                                                                                               |                                                                                 |  |  |  |  |
| AEI SECURITIES INC.         | 8-16750<br>[TI]                                                                                                                             | ~~"-----------<br>(ii]                                                          |  |  |  |  |
|                             | FIRM ID NO.<br>ADDRESS OF PRINCIPAL PLACE OF BUSINESS (Do not use P.O. Box<br>No.)<br>6158                                                  | IT§]                                                                            |  |  |  |  |
|                             |                                                                                                                                             | FOR PERIOD BEGINNING (MM/DD/YY)                                                 |  |  |  |  |
|                             | !1fil<br>1300 WELLS FARGO PLACE 30 SEVENTH STREET EAST<br>10/01/25<br>(No. and Street)                                                      | ~                                                                               |  |  |  |  |
|                             | AND ENDING (MM/DD/YY)                                                                                                                       |                                                                                 |  |  |  |  |
| ST. PAUL                    | ------------<br>~<br>w:)<br>MN<br>55101-4901<br>12131125<br>(City)<br>(St ate)<br>(Zip Code)                                                | ~~----------<br>rm                                                              |  |  |  |  |
|                             | NAME AND TELEPHONE NUMBER OF PERSON TO CONTACT IN REGARD TO<br>THIS REPORT(Area code) - Telephone No.                                       |                                                                                 |  |  |  |  |
|                             |                                                                                                                                             |                                                                                 |  |  |  |  |
| Keith Petersen/Marni Nygard | ll2:J<br>651-227-7333                                                                                                                       | ------------<br>wJ                                                              |  |  |  |  |
|                             | NAME(S) OF SUBSIDIARIES OR AFFILIATES CONSOLIDATED IN THIS<br>REPORT                                                                        | O FF IC I AL USE                                                                |  |  |  |  |
|                             | ---------------------------<br>[Rl                                                                                                          | ------------<br>~                                                               |  |  |  |  |
|                             | --------------------------<br>[Ml                                                                                                           | ------------<br>[1§]                                                            |  |  |  |  |
|                             | ---------------------------~                                                                                                                | ------------<br>[m                                                              |  |  |  |  |
|                             | --------------------------<br>~                                                                                                             | ------------<br>~                                                               |  |  |  |  |
|                             | DOES RESPONDENT CARRY ITS OWN CUSTOMER ACCOUNTS ?<br>YES                                                                                    | filii]<br>[l1Q]<br>NO                                                           |  |  |  |  |
|                             | 7<br>CHECK HERE IF RESPONDENT IS FILING AN AUDITED REPORT                                                                                   | Uru                                                                             |  |  |  |  |
|                             | EXECUTION:                                                                                                                                  |                                                                                 |  |  |  |  |
|                             | The registranUbroker or dealer submitting this Form and its<br>it is executed represent hereby that all information contained               | attachments and the person(s) by whom<br>therein is true, correct and complete. |  |  |  |  |
|                             | It is understood that all required items, statements, and<br>schedules are considered integral parts of                                     |                                                                                 |  |  |  |  |
|                             | this Form and that the submisson of any amendment represents<br>and schedules remain true, correct and complete as previously<br>submitted. | that all unamended items, statements                                            |  |  |  |  |
|                             | Zl/fL                                                                                                                                       |                                                                                 |  |  |  |  |
|                             | 20 zfo<br>~bVl}().i,y<br>day of<br>Dated the<br>~~<br>Manual Signatures of:                                                                 |                                                                                 |  |  |  |  |
|                             |                                                                                                                                             |                                                                                 |  |  |  |  |
|                             | 1)<br>Principal Executive Officer or Managing Partner                                                                                       |                                                                                 |  |  |  |  |
|                             | 2)                                                                                                                                          |                                                                                 |  |  |  |  |
|                             | Principal Financial Officer or Partner                                                                                                      |                                                                                 |  |  |  |  |
|                             | 3)<br>Principal Operations Officer or Partner                                                                                               |                                                                                 |  |  |  |  |
|                             | ATTENTION - Intentional misstatements or omissions of facts<br>constitute Federal                                                           |                                                                                 |  |  |  |  |
| L                           | _J<br>Criminal Violations. (See 18 U.S.C. 1001 and 15 U.S.C. 78:f (a)                                                                       |                                                                                 |  |  |  |  |
|                             |                                                                                                                                             | FINRA                                                                           |  |  |  |  |

FINRA

{13}------------------------------------------------

|          |                                                                          | FINANCIAL AND OPERATIONAL COMBINED UNIFORM SINGLE REPORT SINGLE REPORT Status: Accepted                                                                                        |        |                                  |        |   |               |                  |              |     |          |              |
|----------|--------------------------------------------------------------------------|--------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|--------|----------------------------------|--------|---|---------------|------------------|--------------|-----|----------|--------------|
| PART IIA |                                                                          |                                                                                                                                                                                |        |                                  |        |   |               |                  |              |     |          |              |
|          |                                                                          |                                                                                                                                                                                |        |                                  |        |   |               |                  |              |     |          |              |
|          | BROKER OR DEALER                                                         |                                                                                                                                                                                |        |                                  |        |   |               |                  |              |     |          |              |
|          | AEI SECURITIES, INC.                                                     |                                                                                                                                                                                |        |                                  | N      | 3 |               |                  |              |     |          | 100          |
|          |                                                                          | STATEMENT OF FINANCIAL CONDITION FOR NONCARRYING, NONCLEARING                                                                                                                  |        |                                  |        |   |               |                  |              | AND |          |              |
|          |                                                                          |                                                                                                                                                                                |        | CERTAIN OTHER BROKERS OR DEALERS |        |   |               |                  |              |     |          |              |
|          |                                                                          |                                                                                                                                                                                |        |                                  |        |   |               | as of (MM/DD/YY) |              |     | 12/31/25 | ರಿಗಿ         |
|          |                                                                          |                                                                                                                                                                                |        |                                  |        |   |               | SEC FILE NO.     |              |     |          |              |
|          |                                                                          |                                                                                                                                                                                |        |                                  |        |   |               |                  |              |     | 8-16750  | ರಿಕ          |
|          |                                                                          |                                                                                                                                                                                |        |                                  |        |   |               |                  | Consolidated |     | 198      |              |
|          |                                                                          |                                                                                                                                                                                |        |                                  |        |   |               | Unconsolidated   |              |     | 199<br>× |              |
|          |                                                                          |                                                                                                                                                                                |        | ASSETS                           |        |   |               |                  |              |     |          |              |
|          |                                                                          |                                                                                                                                                                                |        | Allowable                        |        |   | Non-Allowable |                  |              |     | Total    |              |
|          |                                                                          |                                                                                                                                                                                |        |                                  |        |   |               |                  |              |     |          |              |
|          |                                                                          | 1. Cash                                                                                                                                                                        |        | 100,333 200                      |        |   |               |                  |              | ಕಿ  |          | 100,333  750 |
|          | 2. Receivables from brokers or dealers:                                  |                                                                                                                                                                                |        |                                  |        |   |               |                  |              |     |          |              |
|          |                                                                          | A. Clearance account                                                                                                                                                           |        |                                  | 295    |   |               |                  |              |     |          |              |
|          | B. Other                                                                 | 2019年 2019 0 15:59 中 股票股票 发 股票 股票登录 股票登录 澳门官网 澳门百家乐官网 利来                                                                                                                       |        |                                  | 300 \$ |   |               |                  | 1,034 550    |     |          | 1,034 810    |
|          | 3. Receivables from non-customers                                        |                                                                                                                                                                                |        |                                  | 355    |   |               |                  | 6,058 600    |     |          | 6,058 830    |
|          |                                                                          | 4. Securities and spot commodities owned, at market value:                                                                                                                     |        |                                  |        |   |               |                  |              |     |          |              |
|          |                                                                          | A. Exempted securities                                                                                                                                                         |        |                                  | 418    |   |               |                  |              |     |          |              |
|          |                                                                          | B. Debt securities                                                                                                                                                             |        |                                  | 419    |   |               |                  |              |     |          |              |
|          | C. Options                                                               | .                                                                                                                                                                              |        |                                  | 420    |   |               |                  |              |     |          |              |
|          |                                                                          | D. Other securities                                                                                                                                                            |        |                                  | 424    |   |               |                  |              |     |          |              |
|          |                                                                          | E. Spot commodities                                                                                                                                                            |        |                                  | 430    |   |               |                  |              |     |          | 850          |
|          |                                                                          | 5. Securities and/or other investments not readily marketable:                                                                                                                 |        |                                  |        |   |               |                  |              |     |          |              |
|          | A. At cost                                                               | ಕ್ಕಾ                                                                                                                                                                           | 1130   |                                  |        |   |               |                  |              |     |          |              |
|          | B. At estimated fair value                                               |                                                                                                                                                                                |        |                                  | 440    |   |               |                  | 610          |     |          | 860          |
|          |                                                                          | 6. Securities borrowed under subordination agreements                                                                                                                          |        |                                  |        |   |               |                  |              |     |          |              |
|          | and partners' individual and capital                                     |                                                                                                                                                                                |        |                                  |        |   |               |                  |              |     |          |              |
|          | securities accounts, at market value:<br>A. Exempted                     |                                                                                                                                                                                |        |                                  | 460    |   |               |                  | 630          |     |          | 880          |
|          | securities                                                               | સ્ક                                                                                                                                                                            | 150    |                                  |        |   |               |                  |              |     |          |              |
|          | B. Other                                                                 |                                                                                                                                                                                |        |                                  |        |   |               |                  |              |     |          |              |
|          | securities                                                               | સ્ક                                                                                                                                                                            | 160    |                                  |        |   |               |                  |              |     |          |              |
|          | 7. Secured demand notes:                                                 |                                                                                                                                                                                |        |                                  | 470    |   |               |                  | 640          |     |          | 890          |
|          | Market value of collateral:                                              |                                                                                                                                                                                |        |                                  |        |   |               |                  |              |     |          |              |
|          | A. Exempted .                                                            |                                                                                                                                                                                |        |                                  |        |   |               |                  |              |     |          |              |
|          | securities                                                               | સ્ક્ર                                                                                                                                                                          | 170    |                                  |        |   |               |                  |              |     |          |              |
|          | B. Other                                                                 | ક્ષ્                                                                                                                                                                           | 180    |                                  |        |   |               |                  |              |     |          |              |
|          | securities<br>8. Memberships in exchanges:                               |                                                                                                                                                                                |        |                                  |        |   |               |                  |              |     |          |              |
|          | A. Owned, at                                                             |                                                                                                                                                                                |        |                                  |        |   |               |                  |              |     |          |              |
|          | market                                                                   | 6                                                                                                                                                                              | 190    |                                  |        |   |               |                  |              |     |          |              |
|          |                                                                          | B. Owned, at cost                                                                                                                                                              |        |                                  |        |   |               |                  | 1650         |     |          |              |
|          | C. Contributed for use of the company,                                   |                                                                                                                                                                                |        |                                  |        |   |               |                  |              |     |          |              |
|          |                                                                          | at market value ······························································································································································ |        |                                  |        |   |               |                  | 660          |     |          | 900          |
|          | 9. Investment in and receivables from                                    |                                                                                                                                                                                |        |                                  |        |   |               |                  |              |     |          |              |
|          | affiliates, subsidiaries and                                             |                                                                                                                                                                                |        |                                  |        |   |               |                  |              |     |          |              |
|          |                                                                          | associated partnerships                                                                                                                                                        |        |                                  | 480    |   |               |                  | 670          |     |          | 910          |
|          | 10. Property, furniture, equipment,<br>leasehold improvements and rights |                                                                                                                                                                                |        |                                  |        |   |               |                  |              |     |          |              |
|          | under lease agreements, at cost-net                                      |                                                                                                                                                                                |        |                                  |        |   |               |                  |              |     |          |              |
|          | of accumulated depreciation                                              |                                                                                                                                                                                |        |                                  |        |   |               |                  |              |     |          |              |
|          | and amortization.                                                        |                                                                                                                                                                                |        |                                  | 490    |   |               |                  | 680          |     |          | 920          |
|          | 11. Other assets                                                         |                                                                                                                                                                                |        |                                  | 235    |   |               |                  | 350 735      |     |          | 350  930     |
|          | 12. Total Assets                                                         |                                                                                                                                                                                | . . \$ | 100,333 540 \$                   |        |   |               |                  | 7,442 740    | રે  |          | 107,775 940  |

omit pennies

{14}------------------------------------------------

FINANCIAL AND OPERATIONAL COMBINED UNIFORM SINGLE REPORT IStalus: Accepted PART IIA

BROKER OR DEALER as of 12/31/25 AEI SECURITIES, INC. STATEMENT OF FINANCIAL CONDITION FOR NONCARRYING, NONCLEARING AND CERTAIN OTHER BROKERS OR DEALERS LIABILITIES AND OWNERSHIP EQUITY A.I. Non-A.I. Total Liabilities Liabilities Liabilities 13. Bank loans payable . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1045 \$ 1255 \$ 1470 14. Payable to brokers or dealers: A. Clearance account .............................................................................................................................................................................. 1114 1315 1560 .............................................................................................................................................................................. 1305 3,500 1540 B. Other 3,500 1115 15. Payable to non-customers . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1155 1355 1610 16. Securities sold not yet purchased, at market value . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1360 1620 17. Accounts payable, accrued liabilities, 1205 1385 1685 к 2017 в 10:00 в 20:00 в 10:00 в 10:00 в 10:00 в 10:00 в 10:00 в 10:00 в 10:00 в 10:00 в 10:00 в 10:00 в 10:00 в 10:00 в 10:00 в 10:00 в 10:00 в 10:00 в 10:00 в 10:00 в 10:0 expenses and other 18. Notes and mortgages payable: A. Unsecured 1210 1690 .............................................................................................................................................................................. B. Secured . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1390 1211 1700 19. Liabilities subordinated to claims of general creditors: . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1400 1710 A. Cash borrowings: 1. from outsiders \$ 970 2. Includes equity subordination (15c3-1(d)) of ....... \$ 980 B. Securities borrowings, at market value 1410 1720 from outsiders ಕಿ 990 C. Pursuant to secured demand note collateral agreements 1420 1730 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1. from outsiders 1000 ಕಿ 2. includes equity subordination (15c3-1(d)) S of ....... 1010 D. Exchange memberships contributed for use of company, at market value 1430 1740 .............................................................................................................................................................................. E. Accounts and other borrowings not qualified for net capital purposes . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1220 1440 1750 .................................. \$ 3,500 1760 20. TOTAL LIABILITIES 3.500 1230 \$ 1450 \$

#### Ownership Equity

| <br>21. Sole proprietorship                |         |      |
|--------------------------------------------|---------|------|
| 1020<br>22. Partnership (limited partners) |         | 1780 |
| 23. Corporation:                           |         |      |
| A. Preferred stock<br>                     |         | 1791 |
| <br>B. Common stock                        | 12,500  | 1792 |
| C. Additional paid-in capital              | 37,500  | 1793 |
| D. Retained earnings<br>                   | 54,275  | 1794 |
| E. Accumulated other comprehensive income  |         | 1797 |
| <br>F. Total                               | 104,275 | 1795 |
| G. Less capital stock in treasury          |         | 1796 |
| <br>24. TOTAL OWNERSHIP EQUITY .           | 104,275 | 1800 |
| 25. TOTAL LIABILITIES AND OWNERSHIP EQUITY | 107,775 | 1810 |
|                                            |         |      |

OMIT PENNIES

{15}------------------------------------------------

FINANCIAL AND OPERATIONAL COMBINED UNIFORM SINGLE REPORTSlatus: Accepted \_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_

PART IIA

|                 | BROKER OR DEALER                                                                                       |                            |             |          |               |
|-----------------|--------------------------------------------------------------------------------------------------------|----------------------------|-------------|----------|---------------|
|                 | AEI SECURITIES, INC.                                                                                   |                            | as of       | 12/31/25 |               |
|                 |                                                                                                        | COMPUTATION OF NET CAPITAL |             |          |               |
|                 |                                                                                                        |                            |             |          |               |
|                 | 1. Total ownership equity from Statement of Financial Condition                                        |                            |             |          | 104,275  3480 |
|                 | 2. Deduct ownership equity not allowable for Net Capital                                               |                            |             |          | 3490          |
|                 | 3. Total ownership equity qualified for Net Capital                                                    |                            |             |          | 104,275  3500 |
| 4. Add:         |                                                                                                        |                            |             |          |               |
|                 | A. Liabilities subordinated to claims of general creditors - allowable in computation of net capital - |                            |             |          | 3520          |
|                 | B. Other (deductions) or allowable credits (List)                                                      | .                          |             |          | 3525          |
|                 | 5. Total capital and allowable subordinated liabilities                                                | \$                         |             |          | 104,275  3530 |
|                 | 6. Deductions and/or charges:                                                                          |                            |             |          |               |
|                 | A. Total non-allowable assets from<br>Statement of Financial Condition (Notes B and C)                 |                            | 7,442  3540 |          |               |
|                 | B. Secured demand note deficiency                                                                      |                            |             | 3590     |               |
|                 | C. Commodity futures contracts and spot commodities-                                                   |                            |             |          |               |
|                 | proprietary capital charges                                                                            |                            |             | 3600     |               |
|                 | D. Other deductions and/or charges                                                                     | .                          |             | 36101    | 7,442) 3620   |
|                 | 7. Other additions and/or allowable credits (List)                                                     |                            |             |          | 3630          |
|                 | 8. Net Capital before haircuts on securities positions                                                 | .                          |             |          | 96,833 33640  |
|                 | 9. Haircuts on securities (computed, where appliicable,                                                |                            |             |          |               |
|                 | pursuant to 15c3-1(f)) :                                                                               |                            |             |          |               |
|                 | A. Contractual securities commitments                                                                  |                            |             | 3660     |               |
|                 | B. Subordinated securities borrowings                                                                  |                            |             | 3670     |               |
|                 | C. Trading and investment securities:<br>1. Exempted securities                                        | .                          |             | 3735     |               |
|                 | 2. Debt securities                                                                                     | .                          |             | 3733     |               |
| 3. Options      | .                                                                                                      |                            |             | 3730     |               |
|                 | 4. Other securities                                                                                    | .                          |             | 3734     |               |
|                 | D. Undue concentration                                                                                 | .                          |             | 3650     |               |
|                 | .<br>E. Other (List)                                                                                   |                            |             | 37361    | 3740          |
| 10. Net Capital |                                                                                                        |                            |             |          | 96,833  3750  |

{16}------------------------------------------------

# FINANCIAL AND OPERATIONAL COMBINED UNIFORM SINGLE REPORT

PART IIA

!status: Accepted

| BROKER OR DEALER     |       |          |
|----------------------|-------|----------|
| AEI SECURITIES, INC. | as of | 12/31/25 |

#### COMPUTATION OF BASIC NET CAPITAL REQUIREMENT

| 11. Minimum net capital required (6-2/3% of line 19)<br>.<br>12. Minimum dollar net capital requirement of reporting broker or dealer and minimum net capital requirement | \$<br>233137561<br>-------== |
|---------------------------------------------------------------------------------------------------------------------------------------------------------------------------|------------------------------|
| of subsidiaries computed in accordance with Note (A)<br>.                                                                                                                 | \$<br>5 000137581            |
| 13. Net capital requirement (greater of line 11 or 12)<br>. \$                                                                                                            | 5 ooo 137601                 |
| 14. Excess net capital (line 10 less 13)                                                                                                                                  | \$<br>91 833137701           |
| 15. Net capital less greater of 10% of line 18 or 120% of line 12                                                                                                         | \$<br>90 833137801           |

#### COMPUTATION OF AGGREGATE INDEBTEDNESS

| 16. Total A.I. liabilities from Statement of Financial Condition<br>.                         | \$<br>-----~~<br>3 500 137901 |
|-----------------------------------------------------------------------------------------------|-------------------------------|
| 17. Add:                                                                                      |                               |
| -------<br>\$<br>A. Drafts for immediate credit<br>138001                                     |                               |
| B. Market value of securities borrowed for which no                                           |                               |
| \$ _______ 138101<br>equivalent value is paid or credited                                     |                               |
| \$ _______<br>C. Other unrecorded amounts (List)<br>138201 \$                                 | 138301                        |
| 18. Total aggregate indebtedness<br>.                                                         | \$<br>_____<br>3_5_0_0138401  |
| %<br>19. Percentage of aggregate indebtedness to net capital (line 19 divided by line 10)     | 3.61138501                    |
| %<br>20. Percentage of debt to debt-equity total computed in accordance with Rule 15c-3-1 (d) | 0.00 138601                   |

#### COMPUTATION OF ALTERNATE NET CAPITAL REQUIREMENT

#### Part B

Part A

| 21. 2% of combined aggregate debit items as shown in Formula for Reserve Requirements pursuant                                                               |         |
|--------------------------------------------------------------------------------------------------------------------------------------------------------------|---------|
| to Rule 15c3-3 prepared as of the date of net capital computation including both<br>. \$ _______<br>brokers or dealers and consolidated subsidiaries' debits | 138701  |
| 22. Minimum dollar net capital requirement of reporting broker or dealer and minimum net capital                                                             |         |
| , \$<br>requirement of subsidiaries computed in accordance with Note<br>(A)                                                                                  | 138801  |
| 23. Net capital requirement (greater of line 22 or 23)<br>. \$                                                                                               | !37601  |
| 24. Excess net capital (line 1 O less 24)<br>.<br>\$                                                                                                         | 1391 ol |
| 25. Net capital in excess of the greater of:                                                                                                                 |         |
| \$ _____<br>5% of combined aggregate debit items or 120% of minimum net<br>capital requirement                                                               | ,39201  |

#### NOTES:

- (A) The minimum net capital requirement should be computed by of the reporting broker dealer and, for each subsidiary to be adding the minimum dollar net capital requirement consolidated, the greater of:
	- 1. Minimum dollar net capital requirement, or
	- 2. 6-2/3% of aggregate indebtedness or 4% of aggregate debits if alternative method is used.
- (B) Do not deduct the value of securities borrowed under subordination agreements or secured demand notes covered by subordination agreements not in satisfactory form and the market values of the memberships in exchanges contributed for use of company (contra to item 1740) and partners' securities which were included in non-allowable assets.
- (C) For reports filed pursuant to paragraph (d) of Rule 17a-5, respondent should provide a list of material non-allowable assets.

{17}------------------------------------------------

#### !status: AcceQted

#### FINANCIAL AND OPERATIONAL COMBINED UNIFORM SINGLE REPOR I PART IIA

| AEI SECURITIES, INC.                                                                                                                                                                                                      |                            |                                       |
|---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|----------------------------|---------------------------------------|
| For the period (MMDDYY) from 10/01/25<br>to<br>139321<br>Number of months included in this statement                                                                                                                      | 12/31/25<br>__<br>___<br>3 | 139331<br>!39311                      |
| STATEMENT OF INCOME (LOSS) or STATEMENT OF COMPREHENSIVE INCOME                                                                                                                                                           |                            |                                       |
| (as defined in §210.1-02 of Regulation S-X), as applicable                                                                                                                                                                |                            |                                       |
| REVENUE                                                                                                                                                                                                                   |                            |                                       |
| 1. Commissions:                                                                                                                                                                                                           |                            |                                       |
| \$<br>a. Commissions on transactions in exchange listed equity securities executed on an exchange                                                                                                                         | -----!39381                | 13935!                                |
| b. Commissions on listed option transactions                                                                                                                                                                              |                            |                                       |
| c. All other securities commissions                                                                                                                                                                                       | -------                    | !39391                                |
| .<br>d. Total securities commissions                                                                                                                                                                                      | -------                    | 13940!                                |
| 2. Gains or losses on firm securities trading accounts                                                                                                                                                                    |                            |                                       |
| .<br>a. From market making in options on a national securities exchange                                                                                                                                                   | -------                    | 139451                                |
| .<br>b. From all other trading                                                                                                                                                                                            | -------                    | 13949!                                |
| .<br>c. Total gain (loss)                                                                                                                                                                                                 | -------                    | l395ol                                |
| 3. Gains or losses on firm securities investment accounts                                                                                                                                                                 | ------13955!               | !39521                                |
| 4. Profits (losses) from underwriting and selling groups                                                                                                                                                                  |                            |                                       |
| 5. Revenue from sale of investment company shares                                                                                                                                                                         | ____                       | !39701                                |
| 6. Commodities revenue                                                                                                                                                                                                    |                            | 4_8_6-05-0 !39901                     |
| 7. Fees for account supervision, investment advisory and administrative services                                                                                                                                          |                            | 139751                                |
| 8. other revenue                                                                                                                                                                                                          | -----84-n!3995!            |                                       |
| \$<br>9. Total revenue                                                                                                                                                                                                    |                            | 486 89nl4o3ol                         |
| .<br>11. Other employee compensation and benefits<br>12. Commissions paid to other brokers-dealers<br>13. Interest expense<br>_______ !40701<br>a. Includes interest on accounts subject to subordination agreements<br>. | -------<br>____<br>------- | 141151<br>3_8_5-94-1 !41401<br>140751 |
| 14. Regulatory fees and expenses<br>15. Other expenses                                                                                                                                                                    | ____                       | 14195!<br>5_1 _13-0141001             |
| \$                                                                                                                                                                                                                        |                            |                                       |
| 16. Total expenses                                                                                                                                                                                                        |                            | 443 071 !4200!                        |
| NET INCOME/COMPREHENSIVE INCOME                                                                                                                                                                                           |                            |                                       |
| \$<br>17. Net Income (loss) before Federal income taxes and items below (Item 9 less Item 16)                                                                                                                             |                            | 43 824!42101                          |
| .<br>18. Provision for Federal income taxes (for parent only)                                                                                                                                                             | -------                    | !4220!                                |
| .<br>19. Equity in earnings (losses) of unconsolidated subsidiaries not included above                                                                                                                                    | -------                    | 142221                                |
| -------<br>.<br>a. After Federal income taxes of<br>!42381                                                                                                                                                                |                            |                                       |
| 20. [RESERVED]                                                                                                                                                                                                            |                            |                                       |
| a. [RESERVED]                                                                                                                                                                                                             |                            |                                       |
| 21. [RESERVED]                                                                                                                                                                                                            |                            |                                       |
| \$<br>22. Net income (loss) after Federal income taxes                                                                                                                                                                    |                            | 43 824142301                          |
|                                                                                                                                                                                                                           | -------                    | 142261                                |
| 23. Other Comprehensive income (loss)                                                                                                                                                                                     |                            |                                       |
| -------<br>.<br>!4227!<br>a. After Federal income taxes of<br>\$<br>24. Comprehensive income (loss)                                                                                                                       |                            | 43 824142281                          |

| 25. Income (current month only) before provision for Federal income taxes | \$<br>(5,693) I4211 I |
|---------------------------------------------------------------------------|-----------------------|
|                                                                           |                       |

{18}------------------------------------------------

Status: Accepted \_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_

#### FINANCIAL AND OPERATIONAL COMBINED UNIFORM SINGLE REPORT PART IIA

BROKER OR DEALER

AEI SECURITIES, INC.

For the period (MMDDYY) from

10/01/25

#### STATEMENT OF CHANGES IN OWNERSHIP EQUITY (SOLE PROPRIETORSHIP, PARTNERSHIP OR CORPORATION)

| 1. Balance, beginning of period                   |   |       | 185.451 4240 |
|---------------------------------------------------|---|-------|--------------|
| A. Net income (loss)                              |   |       | 43.824 4250  |
| B. Additions (includes non-conforming capital of  | . | 4262  |              |
| C. Deductions (includes non-conforming capital of | . | 14272 | 125,000 4270 |
| 2. Balance, end of period (from item 1800)        |   |       | 104,275 4290 |

#### STATEMENT OF CHANGES IN LIABILITIES SUBORDINATED TO CLAIMS OF GENERAL CREDITORS

| 3. Balance, beginning of period            | .<br>. | 4300 |
|--------------------------------------------|--------|------|
| A. Increases                               |        |      |
| B. Decreases                               |        | 4320 |
| 4. Balance, end of period (from item 3520) | .      |      |

omit pennies

{19}------------------------------------------------

#### FINANCIAL AND OPERATIONAL COMBINEDTJNIFORM SING[.E REPORT

PART IIA

!status: Accepted

| BROKER OR DEALER                                                                        |                                                   |                  |        |
|-----------------------------------------------------------------------------------------|---------------------------------------------------|------------------|--------|
| AEI SECURITIES, INC.                                                                    | as of                                             | 12/31/25         |        |
| Exemptive Provision Under Rule 15c3-3                                                   |                                                   |                  |        |
| 25. If an exemption from Rule 15c3-3 is claimed, identify below                         | the section upon which such exemption is based :  |                  |        |
| A. (k) (1) - Limited business (mutual funds and/or variable<br>annuities only)          |                                                   | ------<br>\$     | !4550! |
| B. (k) (2) (i) - "Special Account for the Exclusive<br>Benefit of customers" maintained |                                                   | ------           | )4560! |
| C. (k) (2) (ii) - All customer transactions cleared through                             | another broker-dealer on a fully disclosed basis. |                  |        |
| Name(s) of Clearing Firm(s) - Please separate multiple names                            | with a semi-colon                                 |                  |        |
| ---------------------------------                                                       |                                                   | ------<br>!4335! | !4570! |
| D. (k) (3)- Exempted by order of the Commission                                         |                                                   | ------           | )4580! |
|                                                                                         |                                                   |                  |        |

## Ownership Equity and Subordinated Liabilities maturing or proposed to be withdrawn within the next six months and accruals, (as defined below),

## which have not been deducted in the computation of Net Capital.

| Type of Proposed<br>Withdrawal or<br>Accrual<br>(See below for<br>code to enter) | Name of Lender or Contributor |        | Insider or<br>Outsider?<br>(In or Out) | Amount to be with-<br>drawn (cash amount<br>and/or Net Capital<br>Value of Securities) | (MMDDYY)<br>Withdrawal<br>or Maturity<br>Date | Expect<br>to<br>Renew<br>(Yes or No) |
|----------------------------------------------------------------------------------|-------------------------------|--------|----------------------------------------|----------------------------------------------------------------------------------------|-----------------------------------------------|--------------------------------------|
| )4600!                                                                           |                               | !4601! | !4602!                                 | !4603!                                                                                 | !4604!                                        | !4605!                               |
| !4610!                                                                           |                               | !4611! | !4612!                                 | !4613!                                                                                 | !4614!                                        | !4615!                               |
| !4620!                                                                           |                               | !4621! | !4622!                                 | )4623!                                                                                 | !4624!                                        | !4625!                               |
| !4630!                                                                           |                               | !4631! | !4632!                                 | )4633!                                                                                 | !4634!                                        | !4635!                               |
| !4640!                                                                           |                               | !4641! | !4642!                                 | !4643!                                                                                 | !4644!                                        | !4645!                               |
| !4650!                                                                           |                               | !4651! | !4652!                                 | !4653!                                                                                 | !4654!                                        | !4655!                               |
| !4660!                                                                           |                               | !4661! | !4662!                                 | !4663!                                                                                 | !4664!                                        | !4665!                               |
| !4670!                                                                           |                               | )4671! | !4672!                                 | !4673!                                                                                 | !4674!                                        | !4675!                               |
| !4680!                                                                           |                               | )4681! | !4682!                                 | !4683!                                                                                 | )4684!                                        | !4685!                               |
| !4690!                                                                           |                               | )4691! | !4692!                                 | !4693!                                                                                 | !4694!                                        | !4695!                               |
|                                                                                  |                               |        |                                        |                                                                                        |                                               |                                      |

TOTAL \$ !4699!

OMIT PENNIES

Instructions: Detail listing must include the total of items maturing during the six month period following the report date, regardless of whether or not the capital contribution is expected to be renewed. The schedule must also include proposed capital withdrawals scheduled within the six month period following the report date including the proposed redemption of stock and payments of liabilities secured by fixed assets (which are considered allowable assets in the capital computation pursuant to Rule 15c3-1 (c) (2) (iv)), which could be required by the lender on demand or in less than six months.

#### WITHDRAWAL CODE: DESCRIPTION

1. Equity Capital

2. Subordinated Liabilities

3. Accruals

4. 15c3-1 (c) (2) (iv) Liabilities

{20}------------------------------------------------

![](_page_20_Picture_0.jpeg)

#### **BOULAY**

#### REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM ON APPL **YING** AGREED-UPON PROCEDURES

Board of Directors and Stockholder AEI Securities, Inc. Saint Paul, Minnesota

We have performed the procedures included in Rule 17a-5(e)(4) under the Securities Exchange Act of 1934 and in the Securities Investor Protection Corporation (SIPC) Series 600 Rules, which are enumerated below on the accompanying General Assessment Reconciliation (Form SIPC-7) for the year ended December 31, 2025. Management of AEI Securities, Inc. (the "Company") is responsible for its Form SIPC-7 and for its compliance with the applicable instructions on Form SIPC-7.

Management of the Company has agreed to and acknowledged that the procedures performed are appropriate to meet the intended purpose of assisting you and SIPC in evaluating the Company's compliance with the applicable instructions on Form SIPC-7 for the year ended December 31, 2025. Additionally, SIPC has agreed to and acknowledged that the procedures performed are appropriate for their intended purpose. This report may not be suitable for any other purpose. The procedures performed may not address all the items of interest to a user of this report and may not meet the needs of all users of this report and, as such, users are responsible for determining whether the procedures performed are appropriate for their purposes. The sufficiency of these procedures is solely the responsibility of those parties specified in this report. Consequently, we make no representation regarding the sufficiency of the procedures described below either for the purpose for which this report has been requested or for any other purpose. The procedures we performed and our associated findings are as follows:

- 1) Compared the listed assessment payments in Form SIPC-7 with respective cash disbursement records entries, noting no differences;
- 2) Compared the Total Revenue amounts reported on the Annual Audited Report Form X-17A-5 Part Ill for the year ended December 31, 2025 with the Total Revenue amount reported in Form SIPC-7 for the year ended December 31, 2025, noting no differences;
- 3) Compared any adjustments reported in Form SIPC-7 with supporting schedules and working papers, noting no differences;
- 4) Recalculated the arithmetical accuracy of the calculations reflected in Form SIPC-7 and in the related schedules and working papers supporting the adjustments, noting no differences; and
- 5) Compared the amount of any overpayment applied to the current assessment with the Form SIPC-7 on which it was originally computed, noting no differences.

We were engaged by the Company to perform this agreed-upon procedures engagement and conducted our engagement in accordance with attestation standards established by the AICPA and in accordance with the standards of the Public Company Accounting Oversight Board (United States). We were not engaged to and did not conduct an examination or a review engagement, the objective of which would be the expression of an opinion or conclusion, respectively, on the Company's Form SIPC-7 and for its compliance with the applicable instructions on Form SIPC-7 for the year ended December 31, 2025. Accordingly, we do not express such an opinion or conclusion. Had we performed additional procedures, other matters might have come to our attention that would have been reported to you.

We are required to be independent of the Company and to meet our other ethical responsibilities in accordance with the relevant ethical requirements related to our agreed-upon procedures engagement.

This report is intended solely for the information and use of the Company and SIPC and is not intended to be and should not be used by anyone other than these specified parties.

*/3~* /JLJJJ

Minneapolis, Minnesota February 24, 2026

{21}------------------------------------------------

#### SECURITIES INVESTOR PROTECTION CORPORATION

SIPC-7 37 REV0722

#### **GENERAL ASSESSMENT FORM**

For the fiscal year ended i 2/3i/2025

|   | iii.7ii~~N:,'<br>ClpeC~tinQ-Rev~nues" 80d                                                                                                                                                                                                                                                                                                                                  | G~~i<br>Ssni8iit 1oc<br>· | --<br>·--·<br>·<br>~<br>] |
|---|----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|---------------------------|---------------------------|
|   |                                                                                                                                                                                                                                                                                                                                                                            |                           |                           |
|   | a~d_ endln~--<br>-a-= _ Fo!J_!ie tls~~I period beg~nning __ " ___ Y-_i_/2025                                                                                                                                                                                                                                                                                               | '.~~!?0~-5                | --=--~-•-·•----=·-~~-     |
| 1 | Total Revenue (FOCUS Report -<br>Statement of Income (Loss) -<br>Code 4030)                                                                                                                                                                                                                                                                                                |                           | \$ 1,398,829.00           |
| 2 | Additions:                                                                                                                                                                                                                                                                                                                                                                 |                           |                           |
|   | a Total revenues from the securities business of subsidiaries (except foreign<br>subsidiaries) and predecessors not Included above.                                                                                                                                                                                                                                        |                           |                           |
|   | b Net loss from principal transactions in securities in trading accounts.                                                                                                                                                                                                                                                                                                  |                           |                           |
|   | c Net loss from principal transactions in commodities in trading accounts.                                                                                                                                                                                                                                                                                                 |                           |                           |
|   | d Interest and dividend expense deducted in determining item 1.                                                                                                                                                                                                                                                                                                            |                           |                           |
|   | e Net loss from management of or participation In the underwriting or<br>distribution of securities.                                                                                                                                                                                                                                                                       |                           |                           |
|   | f Expenses other than advertising, printing, registration fees and legal fees<br>deducted in determining net profit management of or participation in<br>underwriting or distribution of securities.                                                                                                                                                                       |                           |                           |
|   | g Net loss from securities In Investment accounts.                                                                                                                                                                                                                                                                                                                         |                           |                           |
|   | h Add lines 2a through 2g. This is your total additions.                                                                                                                                                                                                                                                                                                                   |                           | \$ 0.00                   |
| 3 | Add lines 1 and 2h                                                                                                                                                                                                                                                                                                                                                         |                           | \$ 1,398,829.00           |
| 4 | Deductions:                                                                                                                                                                                                                                                                                                                                                                |                           |                           |
|   | a Revenues from the distribution of shares of a registered open end investment<br>company or unit investment trust, from the sale of variable annuities, from the<br>business of insurance, from investment advisory services rendered to<br>registered investment companies or insurance company separate accounts<br>and from transactions In security futures products. |                           |                           |
|   | b Revenues from commodity transactions.                                                                                                                                                                                                                                                                                                                                    |                           |                           |
|   | c Commissions, floor brokerage and clearance paid to other SIPC members<br>in connection with securities transactions.                                                                                                                                                                                                                                                     |                           |                           |
|   | d Reimbursements for postage in connection with proxy solicitations.                                                                                                                                                                                                                                                                                                       |                           |                           |
|   | e Net gain from securities in investment accounts.                                                                                                                                                                                                                                                                                                                         |                           |                           |
|   | f 100% commissions and markups earned from transactions In (I) certificates<br>of deposit and (ii) Treasury bills, bankers acceptances or commercial paper<br>that mature nine months or less from issuance date.                                                                                                                                                          |                           |                           |
|   | g Direct expenses of printing, advertising, and legal fees incurred in connection<br>with other revenue related to the securities business (revenue defined by<br>Section 16(9)(L) of the Act).                                                                                                                                                                            |                           |                           |
|   | h Other revenue not related either directly or indirectly to the securities business.<br>Deductions in excess of \$100,000 require documentation                                                                                                                                                                                                                           | \$ 1,09i ,474.00          |                           |
| 5 | a Total interest and dividend expense (FOCUS Report -<br>Statement<br>of Income (Loss)<br>-<br>Code 4075 plus line 2d above) but<br>not in excess of total Interest and dividend income<br>)I                                                                                                                                                                              |                           |                           |
|   | b 40% of margin interest earned on customers securities accounts<br>(40% of FOCUS Report -<br>Statement of Income (Loss) -<br>Code 3960)                                                                                                                                                                                                                                   |                           |                           |
|   | c Enter the greater of line 5a or 5b                                                                                                                                                                                                                                                                                                                                       | \$ 0.00                   |                           |
| 6 | Add lines 4a through 4h and 5c. This Is your total deductions.                                                                                                                                                                                                                                                                                                             |                           | \$1,091,474.00            |

{22}------------------------------------------------

| SIPC-7<br>37 REV 0722 |                                                                          | SECURITIES INVESTOR PROTECTION CORPORATION                                                                                                    |                                |                                  | SIPC-7<br>37 REV0722 |
|-----------------------|--------------------------------------------------------------------------|-----------------------------------------------------------------------------------------------------------------------------------------------|--------------------------------|----------------------------------|----------------------|
|                       |                                                                          |                                                                                                                                               | GENERALASSESSMENTFORM          |                                  |                      |
|                       |                                                                          | For the fiscal year ended                                                                                                                     | 12/31/2025                     |                                  |                      |
| 7                     |                                                                          | Subtract line 6 from llne 3. This is your SIPC Net Operating Revenues.                                                                        |                                |                                  | \$ 307,355.00        |
| 8                     |                                                                          | Multiply llne 7 by .0015. This Is your General Assessment.                                                                                    |                                |                                  | \$ 461.00            |
| 9                     |                                                                          | Current overpaymenUcredit balance, if any                                                                                                     |                                |                                  | \$ 0.00              |
| 10                    |                                                                          | General assessment from last flied 2025 SIPC-6 or 6A                                                                                          |                                | \$ 22.00                         |                      |
| 11                    | d Add lines 11a through 11c                                              | a Overpayment(s) applied on all 2025 SIPC-6 and 6A(s)<br>b Any other overpayments applied<br>c All payments applied for 2025 SIPC-6 and 6A(s) | \$ 0.00<br>\$ 0.00<br>\$ 22.00 | \$ 22.00                         |                      |
| 12                    | LESSER of line 10 or 11d.                                                |                                                                                                                                               |                                |                                  | \$ 22.00             |
|                       | 13 a Amount from line 8<br>b Amount from line 9<br>c Amount from line 12 | d Subtract lines 13b and 13c from 13a. This is your assessment balance due.                                                                   |                                | \$ 461.00<br>\$ 0.00<br>\$ 22.00 | \$ 439.00            |
| 14                    | Interest (see instructions) for                                          | days late at 20% per annum<br>O                                                                                                               |                                |                                  | \$ 0.00              |
| 15                    |                                                                          | !Amount you owe SIPC. Add lines 13d and 14.                                                                                                   |                                |                                  | \$ 439.ooj           |
| 16                    |                                                                          | OverpaymenUcredit carried forward (If applicable)                                                                                             |                                |                                  | \$ 0.00              |
| SEC No.<br>8-16750    | MEMBER NAME<br>MAILING ADDRESS                                           | Designated Examining Authority<br>DEA: FINRA<br>AEI SECURITIES INC<br>1300 WELLS FARGO PLACE<br>30 SEVENTH STREET EAST                        | FYE<br>2025                    | Month<br>Dec                     |                      |
|                       |                                                                          | ST PAUL, MN 55101-4901                                                                                                                        |                                |                                  |                      |

Subsidiaries (8) and predecessors (P) Included in the form (give name and SEC number)

By checking this box, you certify that you have the authority of the SIPC member to sign this form; that all Information in this form is true and complete; and that on behalf of the SIPC member, you are authorized, and do hereby consent, to the storage and handling by SIPC of the data In accordance with SIPC's Privacy Policy

| AEI SECURITIES INC    | Marni Nygard           |  |  |
|-----------------------|------------------------|--|--|
| (Name of SIPC Member) | (Authorized Signatory) |  |  |
| 1/21/2026             | mnygard@aeifunds.com   |  |  |
| (Date)                | (e-mail address)       |  |  |

Completion of the "Authorized Signatory" line will be deemed a signature.

**This form and the assessment payment are due 60 days after the end of the fiscal year.** 

{23}------------------------------------------------

February 24, 2026

AEI Securities Inc 1300 Wells Fargo Place 30 7th St East St Paul MN 55101-4914

Sec No: 8- I 6750

SIPC 7 documentation for line 4h:

Commissions reallowed to participating broker dealers from revenue associated with the sale of LP/LLC units.

{24}------------------------------------------------

# **COPYNO. \_\_**

#### **CONFIDENTIAL PRIVATE PLACEMENT MEMORANDUM**

## **AEI HEALTHCARE FUND LLC**

Limited Liability Company Units 20,000,000 Units at \$10 per Unit Minimum Purchase: 2,500 Units (\$25,000) Minimum Offering Amount: \$1,000,000 Maximum Offering Amount: \$200,000,000

AEI Healthcare Fund LLC, a Delaware limited liability company (the "Company"), has been formed for the principal purpose of acquiring on a debt-free bfll!is, either directly or through joint ventures, income-producing commercial real estate properties which are net leased primarily to healthcare related tenants and provide the potehtial to generate income for the Company (the "Projects"). The Company is offering for sale up to 20,000,000 limited liability company units in the Company (the "Units") at a purchase price of \$10 per Unit (the "Offering") upon the tenns and conditions set forth in this Confidential Private Placement Memorandum, including the Exhibits, as may be amended or supplemented (this "Mem~randum"), The Company may, in the sole discretion of AEI Income Fund Manager, Inc,, a Minnesota corporation (the "Manager"),' increase the Maximum Offering Amount to up to 30,000,000 Units (\$300,000,000), This Memorandum will be supplemented with a "Project Supplement" which will include information regarding any material Project identified by the Manager during the term of the Offering as likely to be acquired by the Company using proceeds of the Offering (the "Offering Proceeds"), The Company generally expects to hold and operate the Projects for approximately 5 *to* 7 years, The purchasers of the Units will become the members of the Company (the "Members"), This Memorandum should be read in its entirety before making an investment decision .

. > The Offering Proceeds are intended to capitalize the Company with funds to acquire the Projects, The Units are being offered u,1\_1til the earliest of (i) the Maximum Offering Amount is sold, (ii) December 31, 2023, which date may be extended until December 31, 2024 in the sole discretion of the Company or (iii) a determination of the Company to terminate the Offering (the "Offering Termination Date"), The purchase price for the Units is payable in full with the delivery of the purchaser's Subscription Agreement, a form of which is attached as Exhibit A. All payments received on account of subscriptions (the "Subscription Payments") for Units prior to receipt and acceptance by the Company of Subscription Payments for the Minhnum Offering Amount of \$1,000,000 will be held in an escrow account (the "Escrow Account") by Fidelity Bank (the "Escrow Agent"), If the Minimum Offering Amount has not been sold by December 31, 2022 (the "Minimum Offering Termination Date"), the Offering will be tetminated and all amounts held in the Escrow Account will be returned to the subscribers.

The principal objectives of the Company are to (i) preserve the Members' capital investment, (ii) realize income through the acquisition, operation and sale of the Projects and (iii) make monthly Distributions to the Members. There can be no assurance that any of these objectives will be achieved,

An investment in the Units is speculative and involves substantial risks including, but not limited to, risks associated with investments in real estate, the Company being newly formed with no operating history, lack of liquidity, potential environmental risks, risks in operating the Projects, potential lack of diversity of investment, the Manager to select the Projects, the uncertain impact of the COVID-19 virus, reliance on the Manager to manage t11e Company, reliance on an Affiliate of the Manager or third parties to manage the Projects, uncertainty as to the Projects to be acquired, competition, substantial fees and Distributions payable to the Manager and its Affiliates, the existence cifvarlous conflicts of interest between the Manager and its Affiliates and the Company, and tax risks. See "Risk Factors" al).d "Conflicts oflnterest."

The mailing address of the Company is 1300 Wells Fargo Place, 30 East Seventh Street, Saint Paul, MN 55101 and the telephone number is (800) 328-3519.

Neither the Securities and Excltange Commission (the "SEC") nor any state securities commission has approved or disapproved these sec\lrities or passed upon the accuracy or adequacy of this Memorandum, Any representation to the contrary is a cl'iminal offense,

These securities are subject to restrictions on transferability and resale and may not be transferred or fosold except as permitted under the Secm·ities Act of 1933, as amended (the "Sec\lrities Act"), and applicable state securities laws, pursuant to registration or exemption therefrom, and the LLC Agreement, Investors should be aware that they will be required to bear the financial risks of this inveshnent fo1• an indefinite period of time,

|                                | Pi'ice to Investors |                | Selling Commissions and<br>Ex enses<1<br>> |    | Proceeds to the Company<2l |  |
|--------------------------------|---------------------|----------------|--------------------------------------------|----|----------------------------|--|
| PerUnit<3)                     | \$                  | 10             | \$<br>0,85                                 | \$ | 9.15                       |  |
| Minimum Offering Amount<4>     | \$                  | 1,000,000      | \$<br>85,000                               | \$ | 915,000                    |  |
| Maximum Offering Amount<5<br>> |                     | \$ 200,000,000 | \$ 17,000,000                              |    | \$ 183,000,000             |  |

This Memorandum is dated Januaty 1, 2022

![](_page_24_Picture_13.jpeg)

![](_page_24_Picture_14.jpeg)

AEI SECURITIES, INC. 1300 Wells Fal'go Place, 30 East Seventh Stl'eet, St. Paul, MN 55101 **onf'I ,,,...o 'l.c1n ..** *\_\_ 1.11.#~J-* ---··

{25}------------------------------------------------

**COPY NO. \_\_ \_** 

#### **CONFIDENTIAL PRIVATE PLACEMENT MEMORANDUM**

## **CLASS A BENEFICIAL INTERESTS IN AEI HEALTHCARE PORTFOLIO VI DST**

22,000 Class A Beneficial Interests at \$1,000 per Interest Minimum Purchase: 100 Interests (\$100,000 ofequity) Maximum Offering Amount: \$22,000,000 (of equity)

AEI Healthcare Portfolio VI DST (the "Trnst") is a Delaware statuto1y trust that was formed by AEI Healthcare Po1tfolio VI Depositor, LLC, a Delaware limited liability company ( the "Depositor") on December 11, 2024. The Trns tis offering for sale up to 22,000 Class A Beneficial Interests (the "Interests") in the Trnst pursuant to this Class A Beneficial Interests in AEI Healthcare Portfolio VI DST Confidential Private Placement Memorandum, including the Exhibits, as may be amended or supplemented (this "Memorandum"), each representing 0,004545% of the beneficial interests in the Trnst. The T1ust is offeling the Interests to purchasers (the "Holders") as set forth in this Memorandum (the "Offering"), The Trnst will offer the Interests until the earliest of (i) the sale of \$22,000,000 of Interests, (ii) the first anniversary of the effective date of the Conversion Notice (as defined in the Trnst Agreement) which may be extended for an additional 12 months in the sole discretion of the Trnst or (iii) a detennination by the Trnst to terminate the Offering (the "Offering Tennination Date"). **This Memorandum should be read in its entirety before maldng an investment decision.** 

The Trnst owns 2 properties, each acquired from unaffiliated sellers:

On December 18, 2024, the Tmst acquired the real property located at 2210 West 95th Street, Chicago, Illinois 60643 (the "AMG Chicago Project") from SDG Bevedy, LLC, an Illinois limited liability company (the "AMG Chicago Seller"), for a purchase pdce of \$7,510,000. The AMG Chicago Project is subject to a lease (the "AMG Chicago Sublease") with Advocate Health and Hospitals Corporation, an Illinois not-for-profit corporation, d/b/a Advocate Medical Group (the "AMG Chicago Subtenant").

On Febrnary 18, 2025, the Trnst acquired the real prope1ty located at 300 Winding Woods, O'Fallon, Missouri 63366 (the "Winding Woods Project" and, together with AMG Chicago Project, collectively, the "Projects" and each a "Project") from Gottlieb Mercy Me, LLC, a Nevada limited liability company (the "Winding Woods Seller" and, together with the AMG Chicago Seller, collectively, the "Sellers" and each a "Seller") for a purchase price of\$11,345,000 (reduced by a \$573,940 credit for requil'ed future tenant improvement obligations). The Winding Woods Project is subject to a lease (the "Winding Woods Sublease" and, together with the AMG Chicago Sublease, collectively, the "Leases" and each a "Sublease") with Mercy East Health Communities f/k/a St. John's Mercy Healthcare, a Missouri non-profit corporation (the "Winding Woods Subtenant" and, together with the AMG Chicago Subtenant, collectively, the "Subtenants" and each a "Subtenant").

The Projects are subject to a master lease (the "Master Lease") with AEIHealthcare Portfolio VI MT, LLC (the "Master Tenant"), an Affiliate of the Depositor and AEI Tmst Manager, LLC (the "Trust Manager"). The Trust acquired the Projects from the Sellers for an aggregate purchase price of \$18,855,000 (reduced by a \$573,940 credit for required future tenant improvement obligations), The Depositor deposited into the Trust (i) \$18,281,060 for the acquisition of the Projects, (ii) \$573,940 of reserves for required future tenant improvement obligations (the "TI Reserve"), (iii) \$41,190 for closing costs, (iv) \$19,810 for property legal review, (v) \$500,000 for bridge financing and (vi) \$125,000 of operating reserves (the "Operating Rese1ves") in exchange for 22,000 Class B beneficial interests in the Trnst representing all of the beneficial interests in the Trust, The Trust did not obtain any financing with respect to the Projects. The Projects, the Operating Rese1ves and the TI Reserve are the only assets of the Trust.

The Trnst Manager is the administrative manager of the Trust. Delawar.e Trust Company (the "Delaware Trnstee") is the Delaware trustee of the Trnst.

The purchase price for 1 Interest is \$1,000. Each purchaser must purchase at least 100 Interests unless a smaller investment is allowed in the sole discretion of the Trust. As part of the acquisition of an Interest, a Holder will be required to enter into the Amended and Restated Tmst Agreement (the "Trust Agreement") with the Depositor, the Trust Manager, the Delaware T1ustee and the other Holders.

The principal objectives of the Trnst are to (i) distribute to the Holders rent, after payment of expenses, at levels beginning at 5.05% and increasing to 6.37% of the purchase price paid by the Holders for the Interests during the first 10 years of ownership, (ii) preserve the capital of the Holders and (iii) prepare the Projects to be sold in approxinrntely 10 years. There can be no assul'ance that any of these objectives will be achieved.

An investment in an Interest is speculative and involves substantial risks including, but not limited to, risks associated wlth no public market exists for the Interests; investments in real estate; the Tmst, the Trnst Manager and the Master Tenant are newly fo1med with no operating hist01y and have limited capital and limited sources of income; lack of liquidity; envil'onn1ental liability; limited environmental representations and warranties provided by the Sellers; competition; the inflexibility of a Delaware statutory tlust as a vehicle to own real estate; the potential need to transfer the Trnst Estate (as defined in the Trnst Agreement) (or convert the Trnst) to a Springing LLC (as defined below); the potential exercise of the FMV Option; the impact of inflation; conflicts of interest among the T1ust Manager, the Depositor and the Master Tenant and their Affiliates; the Trust is responsible for paying certain capital expenditures; in the event that T1ust expenses increase, reh1ms to the Holders will decrease; the Trnst Manager, the Depositor and the Master Tenant are newly formed and have limited capital and limited sources of income; lack of diversity of investment; reliance 011 the Master Tenant and the Trnst Manager to operate and manage the Projects and the Trnst; the Projects being subject to the Master Lease; limited rese1ves held by the T1ust; implementation of new tax laws and tax risks. See "Risk Factors" and "Conflicts of Interest."

The mailing address of the Tmst is c/o AEI Trnst Manager, LLC, 1300 Wells Fargo Place, 30 East Seventh Street, Saint Paul, Minnesota 55101, and the telephone number is 800-234-1031.

**Neither the Securities and Exchange Commission (the "SEC") nol' any state securities commission or regulator has approved or disapproved these securities or passed upon the accuracy 01· adequacy of this Memorandum. Any 1•epresentation to the contrary is a criminal offense,**


Source: SEC EDGAR via Adviser Search (https://search.stillhousedata.com). Agents: see https://search.stillhousedata.com/llms.txt.
