# NUVEEN SECURITIES, LLC X-17A-5 (2026-02-27) — Broker-dealer annual report

- Company: NUVEEN SECURITIES, LLC
- Form: X-17A-5
- Filed: 2026-02-27
- Period: 2025-12-31
- Accession: 0000073387-26-000003
- CIK: 73387
- File #: 8-13464
- Type: Broker-dealer
- Material weakness: No
- Auditor: PricewaterhouseCoopers LLP
- Auditor location: Jacksonville, FL
- Contact: David Barber
- Phone: 704-988-6038
- Email: jennifer.mangano@nuveen.com
- Website: nuveen.com
- Signed by: Jennifer Mangano (Chief Financial Officer)

Original filing: https://www.sec.gov/Archives/edgar/data/73387/000007338726000003/NSLLC2025StmtFinCo.pdf

---

{0}------------------------------------------------

# NUVEEN SECURITIES, LLC

Statement of Financial Condition

December 31, 2025

(With Report of Independent Registered Public Accounting Firm)

{1}------------------------------------------------

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

OMBAPPROVAL 0MB Number: 3235-0123 Expires: **Nov.** 30, 2026 Estimated average burden hours per response: 12

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

| SEC Fil£ NUMBER |  |
|-----------------|--|
| 8-BD-13464      |  |

**FACING PAGE** 

**PART Ill** 

**Information Required Pursuant to Rules 17a-S,** 17a-12, **and lla-7 under the Securities Exchange Act of 1934**  FILING FOR THE PERIOD BEGINNING 01/Q1/2025 MM/DD/YY AND ENDING \_1 \_2/\_3\_1\_/2\_0\_2\_5 \_\_ MM/DD/YY **A. REGISTRANT** IDENTIFICATION NAME oF FIRM: N uveen Securities, LLC TYPE OF REGISTRANT (check all applicable boxes): G Broker-dealer □ Security-based swap dealer D Check here if respondent is also an OTC derivatives dealer 0 Major security-based swap participant ADDRESS OF PRINCIPAL PLACE OF BUSINESS: (Do not use a P.O. box no.) 333 West Wacker Drive (No. and Street) Chicago IL (City) (State) PERSON TO CONTACT WITH REGARD TO THIS FILING 60606 (Zip Code) Jennifer Mangano (212)-207-2049 jennifer.mangano@nuveen.com (Name) (Area Code - Telephone Number) (Email Address) **B. ACCOUNTANT IDENTIFICATION**  INDEPENDENT PUBLIC ACCOUNTANT whose reports are contained in this filing\* PricewaterhouseCoopers LLP (Name - if individual, state last, first, and middle namel 76 Laura Street Jacksonville FL (Address) {City) (State) October 20, 2003 238 32202 **(Zip** Code) (Date of Registration with PCAOB)(if applicable) (PCAOB Registration Number, if applicable) **FOR OFFICIAL USE ONLY** 

• Oaims for exemption from 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)(iil, 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.** 

{2}------------------------------------------------

#### OATH **OR AFFIRMATION**

| I,<br>Jennifer Mangano                                            |    |                                                                                   |  | swear (or affirm) that, to the best of my knowledge and belief, the |       |
|-------------------------------------------------------------------|----|-----------------------------------------------------------------------------------|--|---------------------------------------------------------------------|-------|
| financial report pertaining to the firm of Nuveen Securities, LLC |    |                                                                                   |  |                                                                     | as of |
| December 31                                                       | 2~ | is true and correct. I further swear (or affirm) that neither the company nor any |  |                                                                     |       |

partner, officer, director, or equivalent person, as the case may be, has any proprietary interest in any account classified solely **as that of a customer.** 

#### **This filing\*\* contains (check all applicable boxes):**

- ~ (a) Statement of financial condition.
- Iii (b) Notes to consolidated statement of financial condition.
- D (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 of Regulation S-X).
- D **(d)** Statement of cash flows.
- D (e) Statement of changes in stockholders' or partners' or sole proprietor's equity.
- □ (f) Statement of changes in liabilities subordinated to claims of creditors.
- D (g} Notes to consolidated financial statements.
- D (h) Computation of net capital under 17 CFR 240.1Sc3-1 or 17 CFR 240.18a-1, as applicable.
- D (i) Computation of tangible net worth under 17 CFR 240.18a-2.
- D (j} Computation for determination of customer reserve requirements pursuant to Exhibit A to 17 CFR 240.1Sc3-3.
- D (k} Computation for determination of security-based swap reserve requirements pursuant to Exhibit B to 17 CFR 240.15c3-3 or Exhibit A to 17 CFR 240.18a-4, as applicable.
- D (I) Computation for Determination of PAB Requirements under Exhibit A to§ 240.15c3-3.
- D (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 240.15c3-3(p)(2) or 17 CFR 240.18a-4, as applicable.
- ~ (o) Reconciliations, including appropriate explanations, of the FOCUS Report with computation of net capital or tangible net worth under 17 CFR 240.15c3-1, 17 CFR 240.18a-1, or 17 CFR 240.18a-2, as applicable, and the reserve requirements under 17 CFR 240.15c3-3 or 17 CFR 240.18a-4, as applicable, if material differences exist, or a statement that no material differences exist.
- D (p) Summary of financial data for subsidiaries not consolidated in the statement of financial condition.
- I!!!! (q) Oath or affirmation in accordance with 17 CFR 240.17a-5, 17 CFR 240.17a-12, or 17 CFR 240.18a-7, as applicable.
- D (r) Compliance report in accordance with 17 CFR 240.17a-5 or 17 CFR 240.18a-7, as applicable.
- D (s) Exemption report in accordance with 17 CFR 240.17a-5 or 17 CFR 240.18a-7, as applicable.
- I!!!! (t) Independent public accountant's report based on an examination of the statement of financial condition.
- D (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 240.18a-7, or 17 CFR 240.17a-12, as applicable.
- D (v) Independent public accountant's report based on an examination of certain statements in the compliance report under 17 CFR 240.17a-5 or 17 CFR 240.18a-7, as applicable.
- D (w) Independent public accountant's report based on a review of the exemption report under 17 CFR 240.17a-5 or 17 CFR 240.18a-7, as applicable.
- D (x} Supplemental reports on applying agreed-upon procedures, in accordance with 17 CFR 240.15c3-1e or 17 CFR 240.17a-12, as applicable.
- □ M Report describing any material inadequacies found to exist or found to have existed since the date of the previous audit, or a statementthat no material inadequacies exist, under 17 CFR 240.17a-12(k). □ (z)other: \_\_\_\_\_\_\_\_ \_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_ \_\_\_\_\_ \_
- 

<sup>\*\*</sup>To request confidential treatment of certain portions of this filing, see 17 CFR 240.17a-5{e)(3} or 17 CFR 240.18a-7{d)(2), as applicable.

{3}------------------------------------------------

#### **NUVEEN SECURITIES, LLC INDEX 2025 AUDITED STATEMENT OF FINANCIAL CONDITION**

#### **Page**

| Report of Independent Registered Public Accounting Firm |     |
|---------------------------------------------------------|-----|
| Statement of Financial Condition at December 31 , 2025  | 2   |
| Notes to Financial Statements  .                        | 3-9 |

{4}------------------------------------------------

![](_page_4_Picture_0.jpeg)

# **Report of Independent Registered Public Accounting Firm**

To the Oversight Committee and Member of Nuveen Securities, LLC

# **Opinion** *on the Financial Statement* **-** *Statement of Financial* **Condition**

We have audited the accompanying statement of financial condition ofNuveen Securities, LLC (the "Company") as of December 31, 2025, including the related notes (collectively referred to as the "financial statement"). In our opinion, the financial statement presents fairly, in all material respects, the financial position of the Company as of December 31, 2025, in conformity with accounting principles generally accepted in the United States of America.

# *Basis for* **Opinion**

The financial statement is the responsibility of the Company's management. Our responsibility is to express an opinion on the Company's financial statement based on our audit. 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 audit of this financial statement 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 statement is free of material misstatement, whether due to error or fraud.

Our audit included performing procedures to assess the risks of material misstatement of the financial statement, 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 statement. Our audit also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statement. We believe that our audit provides a reasonable basis for our opinion.

Jacksonville, FL February 27, 2026

We have served as the Company's auditor since 2015.

{5}------------------------------------------------

# **NUVEEN SECURITIES, LLC Statement of Financial Condition December 31, 2025 (in thousands)**

#### **ASSETS**

| Cash<br>\$                                                                                 | 40,809              |
|--------------------------------------------------------------------------------------------|---------------------|
| Cash segregated under regulatory requirements                                              | 1,153               |
| Receivables due from clearing organizations                                                | 26,697              |
| Receivables due from customers                                                             | 11                  |
| Securities owned                                                                           | 2,074               |
| Receivables due from affiliates                                                            | 76,184              |
| Other assets:                                                                              |                     |
| Distribution fees and underwriting revenue receivable                                      | 11,595              |
| Advanced commissions                                                                       | 846                 |
| Deposits with other organizations                                                          | 1,600               |
| Deferred income taxes, net                                                                 | 2,354               |
|                                                                                            | 16,395              |
| \$<br>Total assets                                                                         | 163,323             |
| LIABILITIES AND MEMBER'S EQUITY                                                            |                     |
| Liabilities:                                                                               |                     |
| \$<br>Sales commissions, distribution fees, and other accounts payable                     | 13,185              |
| Due to brokers and dealers                                                                 | 15                  |
| Due to customers                                                                           | 11                  |
| Accrued expenses and other liabilities:                                                    |                     |
| Due to affiliates                                                                          | 36,624              |
| Accrued expenses and other liabilities                                                     | 428                 |
|                                                                                            | 37,052              |
| Total liabilities<br>\$                                                                    | 50,263<br>========= |
| Member's equity:                                                                           |                     |
| Units, \$5 par value per unit, 20,000 units authorized, 2,200 units issued and outstanding | 11                  |
| Additional paid-in capital                                                                 | 93,426              |
| Accumulated surplus                                                                        | 19,623              |
| Total member's equity                                                                      | 113,060             |
| \$<br>Total liabilities and member's equity                                                | 163,323             |

*See accompaY!Jing notes to the Statement of Financial Condition.* 

{6}------------------------------------------------

# **(1) Organization**

These financial statements reflect the accounts ofNuveen Securities, **LLC** (the "Company"). The Company is a subsidiary of Nuveen Investments, Inc. ("Parent"), which is a subsidiary of Nuveen Holdings, Inc. ("Nuveen Holdings"). Nuveen Holdings is an indirectly wholly owned subsidiary of Nuveen Finance, **LLC,**  which is a subsidiary of Nuveen, **LLC** ("Nuveen"). Nuveen is a wholly owned subsidiary of Teachers Insurance and Annuity Association of America ("TIAA' '), a legal reserve life insurance company established under the insurance laws of the State of New York in 1918.

The Company is a Securities and Exchange Commission ("SEC") registered broker/ dealer under the Securities Exchange Act of 1934, as amended ("SEA"), and provides investment product distribution and related services for managed funds. In addition, the Company underwrites initial and secondary public offerings of closed-end funds and acts as placement agent for private offerings of other securities related thereto. In the ordinary course of business, the Company also serves as clearing agent with respect to municipal bonds bought and sold by an affiliated investment adviser on behalf of that adviser's separately managed accounts. The Company is a clearing broker and clears trades through both the Depository Trust & Clearing Corporation (the "DTCC"), as well as the DTCC's subsidiary, the National Securities Clearing Corporation (the "NSCC").

The Company is subject to the regulatory rules of the SEC, the Financial Industry Regulatory Authority ("FINRA"), and the Municipal Securities Rulemaking Board.

## **(2) Summary of Significant Accounting Policies**

## *Basis of Presentation*

The accompanying financial statements have been prepared in accordance with generally accepted accounting principles in the United States of America (U.S. GAAP). In preparing these financial statements, the Company has evaluated events and transactions for potential recognition or disclosure through February 27, 2026, the date the financial statements were available for issue.

#### *Use of Estimates*

The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results may differ from those estimates.

{7}------------------------------------------------

# *Cash*

The Company maintains cash at federally insured banking institutions, which can exceed the Federal Deposit Insurance Corporation's ("FDIC") insurance coverage, and as a result, there is a concentration of credit risk related to amounts in excess of FDIC insurance coverage. Management monitors these balances to mitigate the exposure of risk due to concentration and the Company has not experienced any losses from such concentration.

# *Cash Segregated Under Regulatory Requirements*

"Cash segregated under regulatory requirements" of \$1.2 million at December 31, 2025 in the Statement of Financial Condition represents cash segregated in a special reserve account for the benefit of customers under SEC Rule 15c3-3.

# *Securities Trans actions*

Securities transactions are reported on a settlement date basis, with related income and expenses reported on a trade date basis. Securities owned (trading accounts) are valued at market, with profit and loss accrued on unsettled transactions based on the trade date.

At December 31, 2025, the Company's inventory of securities owned did not contain any significant concentrations of credit risk relating to either individual issues or to issuers (or groups of issuers) located in any state or region of the country.

# *Deposits and Receivables*

Included on the Company's December 31, 2025 Statement of Financial Condition are various deposits and receivables with clearing corporations and transfer agents.

## *Advanced Commissions*

Advanced commissions consist of commissions advanced by the Company on sales of certain mutual fund shares that are subject to contingent deferred sales charge. Such commissions are capitalized and amortized monthly into "Distribution expense" on the Company's Statement of Income over the remaining contingent deferred sales charge term.

## *Income Taxes*

The Company recognizes current income taxes for taxable income (loss) reportable to taxing authorities, and deferred income taxes for the future amount of income taxes following the balance sheet approach, in all income tax jurisdictions. Under the balance sheet approach, deferred tax assets and liabilities are determined based on differences between the financial reporting and the tax bases of assets and liabilities, and are measured using the enacted tax rates and laws that are applicable to periods in which the differences are expected to affect taxable income.

{8}------------------------------------------------

The Company joins its ultimate parent, TIAA, in the filing of a consolidated federal income tax return. For the federal tax jurisdiction and for states where the Company files a separate income tax return, the Company's current and deferred income tax balances are prepared on a separate entity basis. For states where the Company joins affiliated group members in the filing of state consolidated/ combined income tax returns, the Company's current and deferred income tax balances reflect the impact of group apportionment factors

Valuation allowances may be established, when necessary, to reduce the deferred tax assets to amounts determined "more-likely-than-not" realizable. The Company assesses the realizability of deferred tax assets based upon sources of future taxable income available to the Company. The Company assesses the need for a liability related to uncertain tax positions following the two-step recognition and measurement approach. The Company classifies any tax penalties as "other operating expenses," and any interest as "interest expense." Refer to Note 4, "Income Taxes," for additional income tax disclosures.

## *Segment Reporting*

The Company is engaged in a single line of business as a securities broker dealer, which provides investment product distribution for the parent company, Nuveen, and subsidiaries as described in Note **1.** The Company has identified its Executive Committee as the Chief Operating Decision Maker ("CODM"), which comprises the Chief Executive Officer, Chief Financial Officer and the Chief Compliance Officer.

The **CODM** uses net income to evaluate the results of the business and to manage the Company. Additionally, the **CODM** uses excess net capital, shown in Note 6, which is not a measure of profit and loss, to make operational decisions while maintaining capital adequacy. The Company's operations constitute a single operating segment and therefore, a single reportable segment, because the **CODM** manages the business activities using information of the Company as a whole. The accounting policies used to measure the profit and loss of the segment are the same as those described in the summary of significant accounting policies.

## **(3) Fair Value Measurements**

F ASB ASC 820-10 establishes a fair value hierarchy that prioritizes information used to develop those assumptions. The fair value hierarchy gives the highest priority to quoted prices in active markets and the lowest priority to unobservable data (for example, the reporting entity's own data). FASB ASC 820-10 requires that fair value measurements be separately disclosed by level within the fair value hierarchy in order to distinguish between market participant assumptions based on market data obtained from sources independent of the reporting entity ( observable inputs that are classified within Levels 1 and 2 of the hierarchy) and the reporting entity's own assumptions about market participant assumptions (unobservable inputs classified within Level 3 of the hierarchy). Specifically:

Level 1 - inputs to the valuation methodology are quoted prices (unadjusted) in active markets for identical assets or liabilities that the reporting entity has the ability to access at the measurement date.

{9}------------------------------------------------

- Level 2 inputs to the valuation methodology other than quoted prices included within Level **1** that are observable for the asset or liability, either directly or indirectly, through corroboration with observable market data (market-corroborated inputs).
- Level 3 inputs to the valuation methodology that are unobservable inputs for the asset or liability that is, inputs that reflect the reporting entity's own assumptions about the assumptions market participants would use in pricing the asset or liability (including assumptions about risk) developed based on the best information available in the circumstances.

In instances where the determination of the fair value measurement is based on inputs from different levels of the fair value hierarchy, the level in the fair value hierarchy within which the entire fair value measurement falls is based on the lowest level input that is significant to the fair value measurement in its entirety. The Company's assessment of the significance of a particular input to the fair value measurement in its entirety requires judgment, and considers factors specific to the asset or liability.

The following table presents information about the Company's fair value measurements at December 31, 2025:

|                  |                      | Fair Value Measurements Using                                           |                                                        |                                                 |
|------------------|----------------------|-------------------------------------------------------------------------|--------------------------------------------------------|-------------------------------------------------|
| Description      | December 31,<br>2025 | Quoted Prices in<br>Active Markets<br>for Identical<br>Assets (Level 1) | Significant<br>Other<br>Observable<br>Inputs (Level 2) | Significant<br>Unobservable<br>Inputs (Level 3) |
| Assets           |                      |                                                                         |                                                        |                                                 |
| Securities owned | \$2,074              |                                                                         | \$15                                                   | \$2,059                                         |

The following table presents a rollforward for the year ended December 31 , 2025 of fair value measurements that use significant unobservable inputs (Level 3):

## **Assets**

| Beginning balance (as of January 1, 2025)  .    | \$ 1,739 |
|-------------------------------------------------|----------|
| Total gains or losses (realized/ unrealized)  . | 275      |
| Included in earnings  .                         |          |
| Purchases  .                                    | 45       |
| Sales  .                                        |          |
| Transfers into Level 3  .                       |          |
| Transfers out of Level 3  .                     |          |
| Ending balance (as of December 31<br>, 2025)  . | \$ 2,059 |

{10}------------------------------------------------

#### *Securities Oivned*

Level 3 "Securities owned" by the Company at December 31, 2025 represents a required investment in DTCC stock. The stock is considered to be a Level 3 investment, as there are no quoted market prices for DTCC stock; the fair value of the DTCC stock is based upon valuation information obtained directly from DTCC.

The \$15 thousand market value for the municipal bond classified as a Level 2 investment is based on significant other observable input.

Methods for Determining Fair Value

In determining the fair value of its financial instruments, the Company uses a variety of methods and assumptions that are based on market conditions and risk existing at each balance sheet date. For the majority of financial instruments, standard market conventions and techniques are used to determine fair value.

Cash, distribution fees and underwriting revenue receivable, receivables due from clearing organizations, and other assets and receivables are financial assets with carrying values that approximate fair value because they are generally short-term in nature. Investment valuation is described in preceding paragraphs. Due to affiliates, due to brokers and dealers, and other payables are financial liabilities with carrying values that also approximate fair value because they are generally short-term in nature.

## **(4) Income Taxes**

The tax effect of significant items which give rise to deferred tax assets and liabilities recorded on the Company's statement of financial condition at December 31, 2025 are shown in the following table:

| Gross deferred tax assets:                         |             |
|----------------------------------------------------|-------------|
| State net operating loss carryforwards             | \$<br>1,563 |
| Intangible assets                                  | 1,137       |
| Gross deferred tax assets                          | 2,700       |
| State valuation allowance                          | (100)       |
| Deferred tax assets, net of valuation allowance    | 2,600       |
| Gross deferred tax liabilities:                    |             |
| Deferred commissions and offering costs            | 246         |
| Gross deferred tax liabilities                     | 246         |
| Net deferred tax asset, net of valuation allowance | \$<br>2,354 |

{11}------------------------------------------------

At December 31, 2025, the Company had a total state net operating loss ("NOL") carryforward of \$27.7 million, recognized as a deferred tax asset of \$1.6 million before valuation allowance that expires between 2026 and 2037. The valuation allowance of \$0.1 million reported above relates to state NOL carryforwards. Each reporting date, management considers new evidence, both positive and negative, that could affect its view of the future realization of deferred tax assets. As of December 31, 2025, in part because the Company has achieved cumulative pretax income in the previous five years, management determined that there is sufficient positive evidence to conclude that additional valuation allowances are not necessary.

The Company's income tax returns are subject to examination by federal, state, and local taxing authorities. The federal and certain state income tax returns for years after 2014 remain open to examination. The **IRS**  commenced an examination of the Parent's federal income tax returns for the years 2018-2020. As of December 31, 2025, no adjustments material to these financial statements have been proposed related to this or any other open examination.

The Company has not recorded a liability for any unrecognized tax benefits as of December 31, 2025.

For the year ended December 31, 2025, the Company made net tax payments / (refunds) to the Parent related to the following jurisdictions:

| Federal                                     | \$<br>3,889 |
|---------------------------------------------|-------------|
| State                                       | 981         |
| Income taxes paid (net of refunds received) | \$<br>4,870 |

The Inflation Reduction Act ("Act") enacted on August 16, 2022, included a new corporate alternative minimum tax ("CAMT") which is a 15 percent tax on an applicable corporation's "adjusted financial statement income" for the tax year. The tax is effective for tax years beginning after 2022. As a member of the TIAA & Subsidiaries consolidated tax return group the Company is not an applicable corporation and will not be liable for CAMT in 2025.

The One Big Beautiful Bill Act (the "Act") was signed into law by the President on July 4, 2025. The Act changes existing United States tax law and include numerous provisions that will affect a wide range of businesses and industries. The Act also includes reform of the existing US international tax system. Management has evaluated the impact of the Act and has concluded that the Act has no material impact to the financial statements.

## **(5) Commitments and Contingencies**

From time to time, the Company is named as a defendant in certain legal actions having arisen in the ordinary course of business. There is presently no litigation outstanding that the Company believes would have an adverse material effect on the Company's financial condition, results of operation or liquidity.

{12}------------------------------------------------

The Company is also subject to, from time to time, inquiries, investigations and proceedings (both formal and informal) by governmental and self-regulatory agencies regarding the Company's business, and involving, among other matters, sale and trading activities, financial products or other offerings sponsored, underwritten or sold by the Company and accounting and operational matters, which may result in adverse judgments, settlements, fines, penalties, injunctions or other relief.

#### *Indemnifications*

In the normal course of its business, the Company may indemnify certain service providers against specified potential losses in connection with their acting as an agent of, or providing services to, the Company. The maximum potential amounts of future payments that the Company could be required to make under these indemnifications cannot be estimated. However, the Company believes that it is unlikely it will have to make material payments under these arrangements and, as of December 31, 2025, the Company has not recorded any contingent liability in its financial statements for these indemnifications. Additionally, the Company enters into agreements that contain a variety of representations and warranties, which may provide for indemnification against potential losses caused by the breach of those representations and warranties. The Company's maximum exposure under these arrangements is unknown ..

## **(6) Net Capital Requirement**

The Company is subject to SEC Rule 15c3-1, the "Uniform Net Capital Rule," which requires the maintenance of minimum net capital and requires that the ratio of aggregate indebtedness to net capital, as these terms are defined, shall not exceed 15 to 1. At December 31, 2025, the Company's net capital ratio was 2.49 to **1** and its net capital was approximately \$20.2 million, which is \$16.8 million in excess of the required net capital of \$3.4 million.

## **(7) Related Party Transactions**

The Company considers transactions to be related party when, at any time during the financial reporting period: (a) one party has direct or indirect control of the other party, (b) the parties are subject to common control from the same source, and/or (c) one party has significant influence over the financial reporting and operating policies of the other party, to an extent that the other party might be inhibited from pursuing its own separate interests. Related parties may include: (1) Parent and its related affiliate/ subsidiary companies; (2) any investment fund controlled by or under common control with Parent and its related affiliate/ subsidiary companies; (3) any officer, director or person performing an equivalent function, or any entity controlled by any of the foregoing persons, including any spouse or lineal descendant (including by adoption as well as stepchildren) of the officers and directors; and (4) investors with significant influence, including their close families. During the year ended December 31, 2025, the Company had the following related party transactions: **(1)** allocated expenses from the Parent; (2) a tax sharing arrangement, as referenced in Note 2, "Summary of Significant Accounting Policies," under the "Income Taxes" section; and (3) a service fee revenue arrangement for services provided to its affiliates.


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