# CNR SECURITIES, LLC X-17A-5 (2026-01-15) — Broker-dealer annual report

- Company: CNR SECURITIES, LLC
- Form: X-17A-5
- Filed: 2026-01-15
- Period: 2025-10-31
- Accession: 0000803056-26-000003
- CIK: 803056
- File #: 8-36759
- Type: Broker-dealer
- Material weakness: No
- Auditor: Baker Tilly US LLP
- Auditor location: Dallas, TX
- Contact: Mitchell Cepler
- Phone: 212-702-3581
- Email: mitchell.cepler@cnr.com
- Website: cnr.com
- Signed by: Mitchell Cepler (SVP Finance Manager)

Original filing: https://www.sec.gov/Archives/edgar/data/803056/000080305626000003/CNRS_public_FINAL_2025_Load.pdf

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

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

SEC FILE NUMBER

8-36759

**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 \_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_ AND ENDING \_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_ 11/01/2024 10/31/2025

MM/DD/YY MM/DD/YY

**A. REGISTRANT IDENTIFICATION**

#### NAME OF FIRM: \_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_ CNR SECURITIES LLC

TYPE OF REGISTRANT (check all applicable boxes):

܆ 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 a P.O. box no.)

#### \_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_ 400 PARK AVE 10TH FLOOR

|                                                                                                                                                                                                   | (No. and Street)                                           |                 |                                            |  |
|---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|------------------------------------------------------------|-----------------|--------------------------------------------|--|
| NEW<br>YORK<br>_____________________________________________________________________________________                                                                                              | NY                                                         |                 | 10022                                      |  |
| (City)                                                                                                                                                                                            | (State)                                                    |                 | (Zip Code)                                 |  |
| PERSON TO CONTACT WITH REGARD TO THIS FILING                                                                                                                                                      |                                                            |                 |                                            |  |
| MITCHELL<br>CEPLER<br>_____________________________________________________________________________________                                                                                       | 212-702-3581                                               |                 | MITCHELL.CEPLER@CNR.COM                    |  |
| (Name)                                                                                                                                                                                            | (Area Code – Telephone Number)                             | (Email Address) |                                            |  |
|                                                                                                                                                                                                   | B. ACCOUNTANT IDENTIFICATION                               |                 |                                            |  |
| INDEPENDENT PUBLIC ACCOUNTANT whose reports are contained in this filing*<br>BAKER<br>TILLY<br>US<br>LLP<br>_____________________________________________________________________________________ | (Name – if individual, state last, first, and middle name) |                 |                                            |  |
| 14555<br>DALLAS<br>PKWY<br>SUITE<br>_____________________________________________________________________________________                                                                         | DALLAS<br>300                                              | TX              | 75254                                      |  |
| (Address)                                                                                                                                                                                         | (City)                                                     | (State)         | (Zip Code)                                 |  |
| 10/22/2003<br>_____________________________________________________________________________________                                                                                               |                                                            | 23              |                                            |  |
| (Date of Registration with PCAOB)(if applicable)                                                                                                                                                  |                                                            |                 | (PCAOB Registration Number, if applicable) |  |
|                                                                                                                                                                                                   | FOR OFFICIAL USE ONLY                                      |                 |                                            |  |
|                                                                                                                                                                                                   |                                                            |                 |                                            |  |

\* Claims 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)(1)(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 OMB control number.** 

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| MITCHELL CEPLER                                                        | , swear (or affirm) that, to the best of my knowledge and belief, the |       |
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| financial report pertaining to the firm of CNR SECURITIES LLC<br>Anina |                                                                       | as of |

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*STATEMENT OF FINANCIAL CONDITION*

*October 31, 2025* 

*Confidential Pursuant to Reg. §240.17a-5(e)(3)* 

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#### **Table of Contents**

|                                                         | Page(s) |
|---------------------------------------------------------|---------|
| Report of Independent Registered Public Accounting Firm | 1       |
| Statement of Financial Condition                        | 2       |
| Notes to Financial Statements                           | 3–6     |

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

The Member and the Board of Directors CNR Securities LLC

#### *Opinion on the Financial Statement*

We have audited the accompanying statement of financial condition of CNR Securities LLC (the Company) as of October 31, 2025, that is filed pursuant to Rule 17a-5 under the Securities Exchange Act of 1934, and the related notes (the financial statement). In our opinion, the financial statement presents fairly, in all material respects, the financial position of the Company as of October 31, 2025, 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 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 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 to 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.

Dallas, Texas December 23, 2025

We have served as the Company's auditor since 2016.

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#### STATEMENT OF FINANCIAL CONDITION

#### October 31, 2025

#### ASSETS

| Cash and cash equivalents                        | \$<br>6,170,114 |
|--------------------------------------------------|-----------------|
| Receivables from clients, and brokers or dealers | 1,491,295       |
| Receivables from others                          | 1,092,726       |
| Other assets                                     | 416,883         |
| Due from affiliates                              | 3,261           |
| Total assets                                     | \$<br>9,174,279 |
|                                                  |                 |

### LIABILITIES AND MEMBER'S EQUITY

| Accrued expenses and other payables   | \$<br>2,006,447 |
|---------------------------------------|-----------------|
|                                       |                 |
| Total liabilities                     | 2,006,447       |
| Member's equity                       | 7,167,832       |
| Total liabilities and member's equity | \$<br>9,174,279 |

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#### NOTES TO STATEMENT OF FINANCIAL CONDITON

#### October 31, 2025

#### NOTE 1 – ORGANIZATION AND NATURE OF BUSINESS

#### General

CNR Securities LLC (the "Company"), a Delaware limited liability company, is a broker-dealer registered with the Securities and Exchange Commission (the "SEC") and a member of the Financial Industry Regulatory Authority ("FINRA"). The Company is a wholly-owned subsidiary of City National Rochdale Holdings LLC ("CNRH" or the "Parent"). CNRH is a wholly-owned subsidiary of City National Bank (the "Bank"). City National Bank is a wholly-owned subsidiary of RBC USA Holdco Corporation, which is wholly-owned by the Royal Bank of Canada.

The Company is exempt from Rule 15c3-3 under (k)(2)(ii) of the Securities Exchange Act of 1934, relating to the determination of reserve requirements, because it does not maintain customer accounts or take possession of customer securities. Transactions are cleared on a fully disclosed basis through BNY Mellon|Pershing LLC, a subsidiary of The Bank of New York Mellon Corporation.

#### NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

#### Use of Estimates

The preparation of financial statements in conformity with generally accepted accounting principles 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 year. Actual results could differ from those estimates.

#### Cash and Cash Equivalents

Cash and cash equivalents include demand deposits and money market deposits. Cash held in banks periodically exceeds the Federal Deposit Insurance Corporation's (FDIC) insurance coverage of \$250,000, and as a result there is a concentration of credit risk related to the amount in excess of FDIC insurance coverage.

#### Receivables from Clients and Brokers or Dealers

Commissions earned are deposited directly into the Company's accounts by the clearing firm upon settlement of the trade. The Company had receivables of \$1,491,295 as of October 31, 2025 and \$2,308,401 as of October 31, 2024, all of which was subsequently collected.

The Company takes into consideration the composition of the receivables, current economic conditions, the estimated net realizable value of the underlying collateral, historical loss experience, delinquency, and bankrupt accounts when determining management's estimate of expected credit losses and the adequacy of the allowance for credit losses. Any receivables deemed uncollectible are written off against the allowance. The Company did not have receivables related to contracts with customers or financial assets for which an allowance for credit losses was necessary at October 31, 2025 or October 31, 2024.

#### Receivables from Others

Receivables from others include receivables from affiliated mutual funds, closed-end funds and trade date receivable balances. The Company had receivables of \$1,092,726 as of October 31, 2025 and \$1,096,121 as of October 31, 2024, all of which was subsequently collected.

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#### NOTES TO STATEMENT OF FINANCIAL CONDITON

#### October 31, 2025

#### NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (*continued*)

#### Revenue Recognition

The Company records commissions earned on securities transactions on a trade-date basis. In addition, realized gains and losses on the sale of investment securities are recorded on a trade-date basis. The Company records sales fees and rebates on an accrual basis.

The Company follows the guidance in Financial Accounting Standards Board Accounting Standards Codification (FASB ASC 606) – *Revenue from Contracts with Customers*.

The Company recognizes revenue within the scope of FASB ASC 606 to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for goods or services. The five-step revenue model is applied when recognizing revenue: (1) identify the contract with the customer, (2) identify the performance obligations in the contract, (3) determine the transaction price, (4) allocate the transaction price to the performance obligations in the contract, and (5) recognize revenue when (or as) the entity satisfies a performance obligation.

Performance obligations for customer contracts are generally satisfied over time or at a single point in time, typically, when the transaction is complete and the customer has received the goods or service. Services provided over a period of time are typically transferred to customers evenly over the term of the contracts and revenue is recognized evenly over the period services are provided. Payment terms vary by services offered, and the time between completion of performance obligations and payment is typically not significant.

The economic conditions which affect the firm's operations are related to overall trends in the economy and can be significantly influenced by changes in interest rates and overall market conditions.

The Company records service revenue, from an affiliated company, on a monthly basis. The revenue is accrued when earned and settled on a monthly basis.

#### Income Taxes

The Company is a single member limited liability company and is considered a disregarded entity for federal and state income tax reporting purposes. Therefore, the Company's assets, liabilities, income and expenses will be reported on the Parent's income tax return.

The Company applies ASC 740 – *Income Taxes* relating to accounting for uncertain tax positions. FASB ASC 740- 10 prescribes a recognition threshold and measurement process for accounting for uncertain tax positions and also provides guidance on various related matters such as derecognition, interest, penalties, and disclosures required. The Company does not have any uncertain tax positions. Generally, the Company is subject to examination by U.S. Federal (or state and local) income tax authorities for the fiscal years ended October 31, 2022, 2023, and 2024.

#### Credit and Off-Balance-Sheet Risk

In the normal course of business, the Company is involved in the execution of various securities transactions for its customer accounts. Securities transactions are subject to the risk of counterparty or customer nonperformance. However, transactions are collateralized by the underlying security, thereby reducing the associated risk to

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#### NOTES TO STATEMENT OF FINANCIAL CONDITON

#### October 31, 2025

#### NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (*continued*)

changes in the fair value of the security through the settlement date or to the extent of margin balances. The settlement of these transactions is not expected to have a material effect on the Company's financial condition or results of operation.

Included in the Company's clearing agreement with its clearing broker-dealer is an indemnification clause. This clause relates to instances where the Company's customers fail to settle security transactions. In the event this occurs, the Company will indemnify the clearing broker-dealer to the extent of the net loss on the unsettled trade. At October 31, 2025, management of the Company had not been notified by the clearing broker-dealer, nor were they otherwise aware, of any potential losses relating to this indemnification. Receivables from clients, and brokers or dealers includes a required deposit of \$250,000.

#### NOTE 3 – COMMITMENTS AND CONTINGENCIES

During the normal course of its operations, the Company may incur additional liabilities due to Existing conditions, situations, legal claims, regulatory matters, or circumstances involving uncertainty as to possible loss to the Company that will ultimately be resolved when one or more future events occur or fail to occur. Management accrues for such liabilities to the extent that they are deemed probable and estimable. As of October 31, 2025, management believes there were no such items that would have a material or adverse effect on its continuing operations.

#### NOTE 4 - FAIR VALUE MEASUREMENTS

ASC 820, *Fair Value Measurements* ("ASC 820"), defines fair value, establishes a framework for measuring fair value, and establishes a fair value hierarchy which prioritizes the inputs to valuation techniques. Fair value is 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. A fair value measurement assumes that the transaction to sell the asset or transfer the liability occurs in the principal market for the asset or liability or, in the absence of a principal market, the most advantageous market. Valuation techniques that are consistent with the market, income or cost approach, as specified in accordance with professional standards, are used to measure fair value.

Level 1 - Pricing inputs are unadjusted, quoted prices available in active markets for identical assets or liabilities the Company has the ability to access.

Level 2 - Pricing inputs are quoted prices for similar investments, or inputs that are observable for the asset or liability either directly or indirectly for substantially the full term through corroboration with observable market data.

Level 3 - Pricing inputs are unobservable for the asset or liability and rely on management's own assumptions. The unobservable inputs should be developed based on the best information available in the circumstances and may include the Company's own data.

The carrying amounts of the Company's financial instruments, including cash, accounts receivable and accounts payable approximate their fair values due to their short maturities. There are no financial instruments that are required to be measured at fair value on a recurring basis.

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#### NOTES TO STATEMENT OF FINANCIAL CONDITON

#### October 31, 2025

#### NOTE 5 - NET CAPITAL REQUIREMENTS

The Company is subject to the SEC Uniform Net Capital (Rule 15c3-1) and is required to maintain minimum net capital, equivalent to \$100,000. As of October 31, 2025, the Company's net capital was \$5,506,734, which was \$5,372,971 in excess of its minimum requirement of \$133,763. The Company's aggregate indebtedness to net capital ratio was 0.3644 to 1.

#### NOTE 6 - RELATED PARTIES

The Company and its Parent are under common control and the existence of that control creates operating results and financial positions significantly different than if the companies were autonomous.

The Company receives certain management, general and administrative services and utilizes personnel from affiliated companies which the Company reimburses the affiliated companies. These services were transacted in the normal course of business and were recorded as specific expenses in the period provided.

 Beginning April 1, 2023, the Company receives intercompany service revenues from its affiliated company. The affiliated company reimburses the Company of all trading-related expenses charged by the custodian, including clearing fees, administrative charges and brokerage charges. Intercompany service revenues are included in the service fees in the accompanying statement of operations.

Frequently throughout the year, transfers of working capital are made between the Company and affiliated companies. These affiliated companies are under common control and are wholly-owned by CNRH. At October 31, 2025, CNRS had a net receivable of \$3,261.

The Company's money market funds are held with a fund managed by an affiliate, and these are subject to credit risk to the extent the amounts are in excess of Securities Investment Protection Corporation (SIPC) limits

#### NOTE 7 – SEGMENT REPORTING

As a securities broker-dealer, the Company is engaged in a single line of business which is comprised of brokerage services. The Company has identified its CEO as the chief operating decision maker ("CODM") who uses net income to evaluate the results of the business, predominantly in the forecasting process, to manage the Company. Additionally, the CODM uses excess net capital (see Note 5), 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 dividends. The Company's operations constitute a single operating segment and, therefore, a single reportable segment, because the CODM manages the business activities using information about 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. The measure of segment assets is reported on the Statement of Financial Condition as total assets, and segment revenues and expenses are reported on the Statement of Operations as total revenues and expenses.


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