# NEEDHAM & COMPANY, LLC X-17A-5 (2025-02-28) — Broker-dealer annual report - Company: NEEDHAM & COMPANY, LLC - Form: X-17A-5 - Filed: 2025-02-28 - Period: 2024-12-31 - Accession: 0000764900-25-000003 - CIK: 764900 - File #: 8-33772 - Type: Broker-dealer - Material weakness: No - Auditor: RSM US LLP - Auditor location: New York, NY - Contact: Robert Fiordaliso - Phone: 212-705-0363 - Email: so@needhamco.com - Website: needhamco.com - Signed by: Jack Iacovone (Chief Executive Officer) Original filing: https://www.sec.gov/Archives/edgar/data/764900/000076490025000003/NCO2023FullPublic_SEC.pdf --- {0}------------------------------------------------ (An Indirect Wholly Owned Subsidiary of The Needham Group, Inc.) Statement of Financial Condition December 3I,2024 (with Report of Independent Registered Public Accounting Firm) Filed as PUBLIC inþrrnation pursuant to Rule 17a-5(d) under the Securìtíes and Exchange Act of 1934. {1}------------------------------------------------ | UN
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FIL | | | | | | 8-33772 ÔMB APPROVAL FACING PAGE fnformation Required Pursuant to Rules 17a-5, !7a-Lz, and 18a-7 under the Securitles Exchange Act of 1934 FILING FOR THE PERIOD BEGINNING o1/01 12024 AND ENDTNG 1213112024 MM/DD/YY MM/DD/YY A. REGISTRANT I DENTI FICATION NAME OF FIRM . Needham & Company, LLC TYPE OF REGISTRANT (check all applicable boxes): El Broker-dealer ! Security-based swap dealer ! wtajor security-based swap part¡cipant D Check here if respondent is also an OTC derivatlves dealer ADDRESS OF PRINCIPAL PLACE OF BUSINESS; (Do not use a P'O, box no.) 250 Park Avenue, 1Oth Floor New York (No, and Street) New York 10177 (Clty) (State) PERSON TO CONTACT WITH REGARD TO THIS FILING Robert Fiordaliso 212-705-0363 (Zip Code) rfiordali so@needhamco.com (Name) (Area Code -Telephone Number) (Email Address) B. ACCOUNTANT IDENTIFICATION INDEPENDENT PUBLIC ACCOUNTANT whose reports are contained in this filing\* RSM US LLP (Name - if indlvidual, state last, first, and middle name) 151 W 41nd Street, 19th Floor New York New York 10036 (Address) 0912412003 (city) (State) (zip code) 49 (Date of stration with n Number if FOR OFFICIAL USE ONtY ICIalms for exemptlon from the requirement that the ann accountant must be supported by a stâtement of facts a ual reports be covered by the reports of an independent public nd circumstances relied on as the basis ofthe exemption' See 17 CFR 240.17a-5{e}(1)(ll), if appllcable. persons who are to respond to the collectlon of lnformatlon contalned ln thls form are not requlred to respond unless the form dlsplays a currently valld OMB control number. {2}------------------------------------------------ #### OATH OR ATFIRMATION | I
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ny | | | | | | | | | | | | 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 Signature: MEANWATIE Nofary Public, Stalo of N6w No.018H627¿1325 Executivo Officer ¿2ëtn Notary Public #### Thls filing\*t contelns (check all appllcable boxes): - - ={a}statement of financial condition. E(b) Notes to consolidated statement of financlal condition. - tr (c) Statement of income (loss) or, if there is other comprehensive income in the period(s) presented, a statement of comprehenslve income (as defined in I 210,1-02 of Regulation S-X). - n (d) Statement of cash flows. - tr (e) Statement of changes in stockholders' or partners' or sole proprletor's equlty, - E{f) Statement of changes in liabilitles subordinated to claims of creditors. E(g) Notes to consolldated flnancial statements' - - tl (h) Computation of net capital under 17 CFR 240.15c3-1 or 17 CFR 240.18a-1, as applicable. - fl (l) Computatlon of tanglble net worth under 17 CFR 240.18a-2' - - ¡ (l) Computation for determlnation of customer reserve requlrements pursuant to Exhibit A to 17 CFR 240.15c3-3' E(k) Computation for determination of security-based swap reserve requirements pursuânt to Exhibit B to 17 CFR 240'15c3-3 or Exhibit A to 17 CFR 240.LBa-4, as applicable. - tr (l) Computation for Determination of PAB Requirements under Exhibit A to I 240.15c3-3' - tr (m) lnformation relating to possesslon or control requlrements for customers under 17 CFR 240.15c3-3, - tr (n) lnformation relatlng to possession or control requirements for security-based swap customers under 17 CFR 240.15c3-3(p)(21 or t7 CFR 240.18a-4, as applicable. - D {o) Reconcillat6ns, including appropriate explanatlons, of the FOCUS Report wlth computation of net capital or tangible net worthunderlTCFR 240,15c3-1,,17CFR 240.18a-1.,or!7 CFR240.18a-2,asapplicable,andthereserverequirementsunderlT cFR 240.15c3-3 or 17 CFR 24},!ga-4, as appllcable, if mater¡al differences exist, or a statement that no materlal differences exist. - n (p) Summary of financlal data for subsidiaries not consolldated in the statement of financial condition. - E (q) Oath or atfirmation in accordance with 17 CFR 240,17a-5, 17 CFR 24A,t7a-t2, or 17 CFR 240,tga-7, as applicable. - tr (r) Compllance report ln accordance wlth 17 CFR 240.174-5 or 17 CFR 24Q,X8a-7, as applicable. - E (s) Exemption report in accordance with 17 CFR 240.174-5 or 17 CFR 240,t8a'7, as applicable, - E (t! lndependent public accountant's report based on an examination of the statement of financial condition. - tr (u) lndependent public accountant's report based on an examlnation ofthe financial report orflnancial statements under 17 CFR 240,17a-5, 17 CFR 241.t8a-7, or 17 CFR 240'!7a'LZ, as applicable. - tr (v) lndependent public accountant's report based on an examlnation of certain statements ln the compliance report under 17 CFR 240.17a-5 or 17 CFR 240.18a'7, as applicable, - tr (w) lndependent 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 appllcable. - tr (x) Supplemental reports on applying agreed-upon procedures, in accordance with 17 CFR 240.15c3'1e or 17 CFR 240.17a-12, as applicable, - tr (yl Report descrlblng any material lnadequacles found to exist or found to have existed slnce the date of the previous audit, or astatement that no material inadequacies exist, under L7 CFR24O,L7a-12(k)' Ü(z)Other: - - \*tTo reguest confldentlol treotment of certoln portlons of thß Íttlng, see 17 CFR 240'17o-5(e)(3) or x7 CFR 24a'ßo-7(d)(2), as oppllcable, {3}------------------------------------------------ (An Indirect Wholly Owned Subsidiary of The Needham Group, Inc.) Financial Statements and Supplementary Information December 3I,2424 #### Table of Contents | | Pa
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71 | {4}------------------------------------------------ ![](_page_4_Picture_0.jpeg) RSM US LLP ## Report of Independent Registered Public Accounting Firm Member of Needham & ComPanY, LLC ## Opinion on the Financial Statement We nave audited the accompanying statement of financial condition of Needham & Company, LLC (the Company) as of December 31, 2OZ+, an¿ the related notes (collectively, the financial statement). ln our opiniôn, ihe financial statement presents fairly, in all material respects, the financial position of the iorpany as of December 31, ZSZ+, in conformity with accounting principles generally accepted in the United States of America. ### Basis for Opinion This 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 require-d to be independent with respect to the Company in accordance with U.S. federal securities laws anà the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB' We conducted our audit 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. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audit, we are requireã to obtain an understanding of internal control over financial reporting but not for the purpose oi expressing an opinion on the effectiveness of the Company's internal control over financial reporting. Accordingly, we express no such opinion. Our audit included performing procedures to assess the risks of material misstatement of the financial statement, whethei due to erior 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 iinancial statement. Our audit ålso 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. I Psn us ¿LP We have served as the Company's auditor since 2019. New York, New York February 28,2025 #### THE POWER OF BEING UNDERSTOOD AsSURANCE I TAX I CONSULTING visil Mììr t!,.( r)nì/¡l )r)[l I r.] l{)i I rffc hrkrIr,ìtíoI I e:1,ìt rli¡ìil RSM (JS l. L P¡rìrl RSM lì ìltI rr,ìl itr rrl. {5}------------------------------------------------ (An Indirect Wholly Owned Subsidiary of The Needham Group, Inc.) #### Statement of Financial Condition December 37,2024 #### Assets | C
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,5 | See accompanying notes to financial statements. {6}------------------------------------------------ (An Indirect V/holly Owned Subsidiary of The Needham Group, Inc.) Notes to Financial Statements December 31,2024 # (1) Organization and Description of Business Needham & Company, LLC (the Company) is a broker-dealer registered with the Securities and Exchange Commission (the SEC) under the Securities Exchange Act of 1934 and is a member of the Financial Industry Regulatory Authority, Inc. The Company provides a full range of investment banking and brokerage services to corporate clients. The Company is a market maker primarily in emerging growth stocks in the technology, healthcare, and consumer industries, and deals with institutional investors. The Company also underwrites securities in these industries, acting as both a lead underwriter as well as a member of syndicate groups. The Company is a direct subsidiary of Needham Holdings, LLC, which is wholly owned by The Needham Group, Inc. (the Parent). Distributions to the Parent are paid through Needham Holdings, LLC and are required to conform to the applicable regulatory requirements. Pursuant to agreements between the Company and its correspondent clearing broker, Pershing, LLC (the Clearing Broker), proprietary and customer securities transactions affected by the Company are introduced and cleared on a fully disclosed basis. # (2) Summary of Significant Accounting Policies The following is a summary of significant accounting policies ### (a) Use of Estìmates The preparation of financial statements in accordance with accounting principles generally accepted in the United States of America (U.S. GAAP) requires managementto make estimates, judgments, and assumptions that affect the reported amounts of assets, liabilities, revenue, and expenses. Management believes that the estimates utilized in preparing its financial statements are reasonable. Actual results could differ from those estimates. ### (b) Cøsh and Cøsh Equivalents The Company considers all highly liquid investments with original maturities of 90days or less at the time of purchase to be cash equivalents. At December37,2024, the Company's cash equivalents consist of money market funds, which are classified as securities owned, at fair value on the statement of financial condition. ### (c) Receívøble from Clearìng Broker Receivable from clearing broker represents the amounts receivable in connection with the trading of proprietary positions and the commissions associated with customer securities transactions and other cash holdings. #### (d) Securíties Transactíons Securities owned, at fair value, and securities sold, not yet purchased, at fair value on the statement of financial condition consist of financial instruments carried at fair value. The fair value of a financial ) (Continued) {7}------------------------------------------------ ### NEEDITAM & COMPANY' LLC (An Indirect Wholly Owned Subsidiary of The Needham Group, Inc.) Notes to Statement of Financial Condition December 31,2024 instrument is the amount at which the instrument could be exchanged in a current transaction between willing parties, other than in a forced or liquidation sale. Fair values of the financial instruments are generally obtained from quoted market prices in active markets, broker or dealer price quotations, or alternative pricing sources with reasonable levels of price transparency. To the extent certain financial instruments trade infrequently or are nonmarketable and, therefore, have little or no price transparency, the Company values these instruments based on management' s estimates. ### (e) Furniture, Equìpment, and Leasehold Improvements Furniture, equipment, and leasehold improvements are reported at historical cost, net of accumulated depreciation or amofüzation. Depreciation on furniture and equipment is computed using the straight-line method over the estimated useful lives of the assets which range from 3 to 7 years' Leasãhold improvements are amortized using the straight-line method over the lesser of the estimated useful life of the improvement or the term of the underlying leases, which range from 5 to 12 years. ## (l) Income Taxes For U.S. federal, state, and local tax purposes, the Company is a single member limited liability company that has elected to be disregarded for income tax purposes. However, for financial accounting purposes, the Company recognizes taxes as if it files a separate tax return on a stand-alone basis, consistent with the liability method prescribed by Accounting Standards Codification (ASC) 740, Income Taxes paragraph 710-10-30-27. The Company has elected not to follow the simplification standards under ASU 2019-12. Deferred tax assets and liabilities are recognized for the estimated future tax consequences attributable to temporary differences between the frnancial statement carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on the defened tax assets or liabilities of a change in tax rates is recognized in income in the period that includes the enactment date. To the extent that it is more likely than not that deferred tax assets will not be recognized, a valuation allowance would be established to offset their benefit. The Company accounts for uncertainties in income taxes pursuant to ASC 740-10, Income Taxes' ASC 740-10 requires recognition and measurement of a tax position taken that is more likely than not to be sustained, and provides guidance on derecognition, classification, interest and penalties, and disclosure. The Company accounts for interest and penalties as acomponent of income tax expense. The Company's operating results are included in the federal, state and local income tax retums filed by the Parent. ### (g) Accountíng DeveloPments In December 2023,the FASB issued ASU No. 2023-09 ("ASU 2023-09"),Improvements to Income Tax Disclosures. The guidance is intended to improve income tax disclosure requirements by requiring (i) consistent categories and greater disaggregation of income taxes paid by j urisdiction. The guidance makes several other changes to the income tax disclosure requirements. The amendments in ASU 3 (Continued) {8}------------------------------------------------ (An Indirect Wholly Owned Subsidiary of The Needham Group, Inc.) Notes to Statement of Financial Condition December 31,2024 2023-09 are effective for fiscal years beginning after December 15, 2024, with early adoption permitted, and are required to be applied prospectively with the option of retrospective application. We are evaluating the impact of the standard on our income tax disclosures. In November 2024, the FASB issued ASU No. 2024-03 ("ASU 2024-03"), Disaggregation of Income Statement Expenses. The guidancd primarily will require enhanced disclosures about certain types of expenses. The amendments in ASU 2024-03 are effective for fiscal years beginning after December 15,2026, and interim periods within fiscal beginning after December 15,2027 and may be applied either on a prospective or retrospective basis. We are evaluating the impact of the standard on our disclosures. # (3) Securities Owned and Securities Sold, Not Yet Purchased At December 31,2024, securities owned and securities sold, but not yet purchased by the Company, consist of principally U.S. equity securities at year-end. All securities owned are pledged to the Clearing Broker on terms which permit the Clearing Broker to sell or re-pledge the securities to others subject to certain limitations' Securities sold, not yet purchased, represent obligations ofthe Company to deliver the specified security at the contracted price and, thereby, create a liability to purchase the security in the market at prevailing prices. Accordingly, these transactions result in off-balance-sheet risk as the Company's ultimate obligation to satisfy the sale of securities sold, not yet purchased may exceed the amount reflected on the statement of financial condition. # (4) Non-marketableSecurities At December 31,2024, the Company owned equity securities in a private companies which were obtained through advisory transactions. These securities are Level 3 assets under "ASC 820" fair value hierarchy. # (5) Furnituren Equipment, and Leasehold Improvements Furniture, equipment, and leasehold improvements consisted of the following at December 31,2024: | | s8
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39 | The Company has two inevocable letters of credit with a commercial bank supporting obligations under the Company's New York lease (expiring May 31,2028), and Boston lease (expiring on July 31,2032). Cash in 5 (Continued) {10}------------------------------------------------ (An Indirect Wholly Owned Subsidiary of The Needham Group, Inc.) #### Notes to Statement of Financial Condition December 37,2024 the amounts of \$926,269 and5142,545, respectively, has been set aside as collateral. Letters of credit are included in other assets on the statement of financial condition. The Company's security for office space in California on deposit with the lessor is \$83,397. In the normal course of business, the Company enters into underwriting commitments. Transactions relating to such underwriting commitments that were open at December 31,2024, and were subsequently settled had no material effect on the financial statements as of that date. The Company applies the provisions of ASC 460, Guarantees,which provides accounting and disclosure requirements for certain guarantees. The Company has agreed to indemnify the Clearing Broker for losses thát it may sustain without limit from the customer accounts introduced by the Company. In accordance with applicable margin lending practices, customer balances are typically collateralized by customer securities or supported by other recourse provisions. At Decembet3l ,2024, no amounts were recorded under such agreement as no loss is exPected. # (9) Operating Leases The Company has operating leases on a number of its branches and its main office in New York. The Company leases real estate with lease terms generally from 5 to 10 years, some of which have renewal options. As these extension options are not generally considered reasonably certain ofrenewal, they are not included in the lease term. The Company is not a lessee in any contracts classified as financing leases. | | Y
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Advances to affiliates, and other equity withdrawals, including dividends are subject to certain notification and other provisions of the Net Capital Rule and other regulatory bodies. Under the clearing arrangement with the Clearing Broker, the Company is required to maintain a minimum net capital level of \$5,000,000. At December3|,2024, the Company was in compliance with this requirement. ### (11) Related-Party Transactions The Company pays for certain expenses on behalf of the Parent and an affrliate, which are reimbursed monthly. These include office space, office equipment and supplies, furniture, fixtures and leasehold improvements, utilities, printing and stationary, insurance, publications and subscriptions, payroll administration, benefits administration and other necess¿ìry human resource services, data processing and computer services, telecommunication technology, and other miscellaneous day-to-day operational and facilities related expenses. During 2024,The Company paid \$7,686,756in expenses on behalf of the Parent and affiliate. Amounts due to the Company from the Parent and affrliate related to these expenses are settled based on estimates each month. This estimated settlement is reconciled and adjusted, if necessary, once the final expense allocation is complete. At December 37,2024, 5979,653 was receivable from the Parent and affiliate included in the statement of financial condition' At Decembe r 31 ,2024,the payables to Parent and affiliate primarily include amounts owed related to income taxes and accrued but unpaid expenses or distibutions amounted to S1,386,142. ## (12) Concentrations of Credit Risk The Company conducts substantially all of its principal trading activities through the Clearing Broker based in the New York metropolitan area. At December 37,2024, all marketable principal security positions were in the possession or control of its Clearing Broker. Significant credit exposure may result in the event that the Company's Clearing Broker is unable to fulfill its contractual obligations. The Company's cash and cash equivalents are primarily held at three financial institutions, which at times may exceed federally insured limits. The Company has not experienced any losses in such accounts. The Company is also exposed to credit risk as it relates to the collection of receivables from third parties, incluàing lead managers in underwriting transactions and the Company's corporate clients related to private placements of securities and financial advisory services. ## (13) Fair Value Measurements The fair value hierarchy under ASC 820, Fair Value Measurements and Disclosures, prioritizes the inputs to valuation techniques used to measure fair value. ASC 820 defines fair value, establishes a framework for measuring fair value, and expands disclosures about fair value measurements. This statement establishes a 7 (Continued) {12}------------------------------------------------ (An Indirect Wholly Owned Subsidiary of The Needham Group, Inc.) . Notes to Statement of Financial Condition December 31,2024 fair value hierarchy that distinguishes between valuations obtained from sources independent ofthe entity and those from the entity's own unobservable inputs that are not corroborated by observable market data. For many financial instruments, fair value is based on independent sources such as quoted market prices or dealer price quotations. To the extent certain financial instruments trade infrequently or where active markets do not exist, they may not have readily determinable fair values. In these instances, the Company estimates fair value using pricing models that utilize available information that management deems most relevant. ASC 820 defines fair value as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. ASC 820 also establishes a framework for measuring fair value and a valuation hierarchy based upon the transparency of inputs used in the valuation of an asset or liability. Classification within the hierarchy is based upon the lowest level of input that is significant to the fair value measurement. The valuation hierarchy contains three levels: Level I - Valuation inputs are unadjusted quoted market prices for identical assets or liabilities in active markets. Level2 - Valuation inputs are quoted prices for identical assets or liabilities in markets that are not active, quoted market prices for similar assets and liabilities in active markets and other valuation techniques utilizing observable inputs directly or indirectly related to the asset or liability being measured. Level 3 - Valuation techniques utilize inputs that are unobservable and significant to the fair value measurement. The following describes the valuation methodologies the Company uses to measure different financial instruments at fair value, including an indication of the level in the fair value hierarchy in which each instrument is generally classified: Equity securities: Level 1 equity securities are valued based on closing market prices from the exchange where the security is traded. Level 3 equity securities are valued based on purchase price and adjusted for significant events that would impact overall value. Money Market Funds: money market funds are valued based on closing market prices from the exchange where the money market funds are traded and are classifred within Level 1. Cash, receivables from clearing broker and fees and concessions receivable are recorded at amounts that approximate fair value due to their highly liquid nature and short-term maturity' The Company maintains policies and procedures to value its financial instruments using the highest level and most relevant data available. In addition, management reviews valuations monthly. The following table provides fair value information related to the Company's financial assets and liabilities that are measured and recognized at fair value on a recurring basis classified under the appropriate level of the fair value hierarchy as of December 37,2024: {13}------------------------------------------------ (An Indirect Wholly Owned Subsidiary of The Needham Group, Inc.) Notes to Statement of Financial Condition December 31,2024 | | | 1
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A | | | ## (14) Segment Reporting The Company is engaged in a single line of business as a securities broker-dealer, which is comprised of several classes of services, including principal transactions, agency transactions and investment banking businesses. The Company has identified its CEO as the chief operating decision maker ("CODM"), who uses net income to evalua-te the results of the business, predominantly in the forecasting process, to manage the Company. Additionally, the CODM uses excess net capital (see note l1), which is not a measure of profit and loss, to make operational decisions while maintaining capital adequacy, such as whether to reinvest profits or pay distributions. The Company 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. Total assets per the statement of financial condition represents the total assets of the Company's single reportable segment. In addition, segment revenue, signifìcant expenses, including those expense categories and amounts that are regularly provided to the CODM, and segment net loss are included in the Company's statement of operations' {15}------------------------------------------------ (An Indirect Wholly Owned Subsidiary of The Needham Group, Inc.) Notes to Financial Statements December 31,2024 ## (15) Subsequent Events Events that occur after the date of the statement of financial condition but before the financial statements were issued must be evaluated for recognition or disclosure. The effects of subsequent events that provide evidence about conditions that existed at the date of the statement of financial condition are recognized in the accompanying financial statements. Subsequent events which provide evidence about conditions that existed after the date of the statement of financial condition may require disclosure in the accompanying notes. Management evaluated the activity of the Company through the date these financial statements were issued, and concluded that no subsequent events have occuned that would require recognition in the financial statements or disclosure in the notes to the financial statements. {16}------------------------------------------------ ![](_page_16_Picture_0.jpeg) RSM US LLP ## Report of lndependent Registered Public Accounting Firm Member of Needham & ComPanY, LLC We have reviewed management's statements, included in the accompanying Exemption Report, in which Needham & Company, LLC (the Company) stated that: - i. The Company identified the following provisions of 17 C.F.R. \$ 240.15c3-3(k) under which the Company claimed an exemption from 17 C.F.R. \$ 240.15c3-3: Paragraph (kx2xii) (the exemption provisions), and the Company stated that it met the identified exemption provisions throughout the most recent fiscal year without exception; - 2. The Company is also filing this Exemption Report because the Company's other business activities contemplated by Footnote 74 of the SEC Release No. 34-70073 adopting amendments to 17 C.F.R. \$ 240.17a-5 are limited to: (1) effecting securities transactions via subscriptions on a subscription-way basis where the funds are payable to the issuer or its agent and not to the Company; (2) receiving transaction-based compensation for identifying potential merger and acquisition opportunities for clients, and (3) providing research and institutional client services; and - 3. The Company (1) did not directly or indirectly receive, hold, or otherwise owe funds or securities for or to customers (other than money or other consideration received and promptly transmitted in comptiance with paragraph (a) or (bX2) of 17 C.F. R. \$ 240.15c2-4 and/or funds received and promptly transmitted for effecting transactions via subscriptions on a subscription-way basis where ine tunds are payable to the issuer or its agent and not to the Company); (2) did not carry accounts of or for customers; and (3) did not carry proprietary accounts of broker-dealers (as defined in 17C.F.R. S 240.15c3-3), throughout the most recent fiscal year without exception. The Company's management is responsible for its statements. 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 évidence about the Company's compliance with the exemption provisions and that the Company's other business activities were limited to: (1) effecting securities transactions via subscriptions on a subscription-way basis where the funds are payable to the issuer or its agent and not to the Company; (2) receiving transaction-based compensation for identifying potential merger and acquisition òfportunitiel for clients; and (3) providing research and institutional client services and (1) did not directly or indirectly receive, hold, or otherwise owe funds or securities for or to customers (other than money or other consideration received and promptly transmitted in compliance with paragraph (a) or (bX2) of 17 C.F.R. g240.15c2-4 and/or 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); (2) did not carry accounts of or for customers; and (3) did not carry proprietary accounts of broker-dealers (as defined in 17 C.F.R. S 240.15c3-3) throughout the most recent fiscal year without exception. 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. I #### THE POWER OF BEING UNDERSTOOD ASSURANCE I TAX I CONSULTING Visit I snr!r! Lonì/.rlrrrrrlrr:, foi rrì(r(t irìkrrrìriìti1¡rtcrilrdirl:IRSM tJS Ll.P,ilrr1 RSM lrlterrriìlirtìdl {17}------------------------------------------------ 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 provisions set forth in 17 C.F.R. \$ 240.15c3-3 and 17 C.F.R. \$ 240.17a-5. ?sg us /.LP New York, New York February 28,2025 {18}------------------------------------------------ ![](_page_18_Picture_0.jpeg) -Nedl,nn Needham & Conpany, LLC 250 Park Avenue, LOth Floor New York, NY 10177-1099 (212) 371-8300 ### Needham & Company, LLC Exemption Report Needham & Company, LLC (the "Company") is a registered broker-dealer subject to Rule 174-5 promulgated bythe Securities and Exchange Commission (17 C.F.R. 924O.L7a-5, "Reports to be made by certain brokers and dealers"). This Exemption Report was prepared as required by 17 C,F.R. S 240.17a-5(d)(1) and (a). To the best of its knowledge and belief, the Company states the following: (1) The Company claimed an exemption from 17 C.F.R. \$ 240.15c3-3 underthe following provisions of 17C.F.R. \$ 240.15c3-3: (kX2Xii) (2) The Company met the identified exemption provisions in 17 C.F.R. 5 240.15c3-3(k)(2Xi¡) throughout the most recent fiscal year without exception. (3) The Company is also filing this Exemption Report because the Company's other business activities contemplated by FootnofeT4 of the SEC Release No. 34-70073 adopting amendments to 17 C,F.R. \$ 24O.77a-5 are limited to (1) effecting securities transactions via subscriptions on a subscription way basis where the funds are payable to the issuer or its agent and not to the Company, (2) receiving transaction-based compensation for identifying potential merger and acquisition opportunities for clients and (3) providing research and institutional client services, and the Company (1) did not directly or indirectly receive, hold, or otherwise owe funds or securities for or to cttstomers, (other than money or other consideration received and promptly transmitted in compliance with paragraph (a) or (bX2) of Rule 15c3-4 and/orfunds 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; (2) did not carry accounts of or for customers; and (3) did not carry PAB accounts (as defined in Rule 15c-3-3) throughout the most recent fiscalyear without exception. Needham & Company, LLC l, Jack lacovone, swear (or affirm) that, to my best knowledge and belief, this Exemption Report is true and correct. ief Executive Officer February 28,2025 Source: SEC EDGAR via Adviser Search (https://search.stillhousedata.com). Agents: see https://search.stillhousedata.com/llms.txt.