# UNITED PLANNERS' FINANCIAL SERVICES OF AMERICA A LIMITED PARTNER X-17A-5 (2026-02-20) — Broker-dealer annual report

- Company: UNITED PLANNERS' FINANCIAL SERVICES OF AMERICA A LIMITED PARTNER
- Form: X-17A-5
- Filed: 2026-02-20
- Period: 2025-12-31
- Accession: 0000820694-26-000002
- CIK: 820694
- File #: 8-38485
- Type: Broker-dealer
- Material weakness: No
- Auditor: Ernst Wintter & Associates LLP
- Auditor location: Walnut Creek, CA
- Contact: Chad Shindel
- Phone: (480) 624-0329
- Email: ctshindel@upfsa.com
- Website: upfsa.com
- Signed by: Chad Shindel (EVP & CFO)

Original filing: https://www.sec.gov/Archives/edgar/data/820694/000082069426000002/UPFSA2025FS.pdf

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United Planners' Financial Services of America, A Limited Partnership SEC I.D. No. 8-38485

\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_

Financial Statements and Supplemental Information

Year Ended December 31, 2025

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| 8-38485 |  |
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| 01/01/25<br>12/31/25                       |                             |                          |                     |  |
|--------------------------------------------|-----------------------------|--------------------------|---------------------|--|
|                                            |                             |                          |                     |  |
|                                            |                             |                          |                     |  |
| United<br>Planners'                        | Financial<br>Services<br>of | America,<br>A<br>Limited | Partnership         |  |
| ■                                          |                             |                          |                     |  |
|                                            |                             |                          |                     |  |
| 7333<br>E<br>Doubletree<br>Ranch           | Road<br>Suite<br>120        |                          |                     |  |
|                                            |                             |                          |                     |  |
| Scottsdale                                 | AZ                          |                          | 85258               |  |
|                                            |                             |                          |                     |  |
|                                            |                             |                          |                     |  |
| Chad<br>Shindel                            | (480)<br>624-0329           |                          | ctshindel@upfsa.com |  |
|                                            |                             |                          |                     |  |
|                                            |                             |                          |                     |  |
| Ernst<br>Wintter<br>&<br>Associates<br>LLP |                             |                          |                     |  |
|                                            |                             |                          |                     |  |
| 675<br>Ygnacio<br>Valley<br>Road<br>Suite  | Walnut<br>Creek<br>A200     | CA                       | 94596               |  |
|                                            |                             |                          |                     |  |
| 02/24/2009                                 |                             | 3438                     |                     |  |
|                                            |                             |                          |                     |  |
|                                            |                             |                          |                     |  |

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# Table of Contents

| Page                                                                                                                                                                      |
|---------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
| Report of Independent Registered Public Accounting Firm 1                                                                                                                 |
| Financial Statements                                                                                                                                                      |
| Statement of Financial Condition 2                                                                                                                                        |
| Statement of Income 3                                                                                                                                                     |
| Statement of Changes in Partners' Capital 4                                                                                                                               |
| Statement of Cash Flows  5-6                                                                                                                                              |
| Notes to Financial Statements  7-15                                                                                                                                       |
| Supplemental Information                                                                                                                                                  |
| Schedule I - Computation of Net Capital for<br>Brokers and Dealers Pursuant to Rule 15c3-1 of the<br>Securities and Exchange Commission 16                                |
| Schedule II - Computation for Determination of Reserve<br>Requirements for Brokers and Dealers Pursuant to Rule 15c3-3<br>Under the Securities and Exchange Commission 17 |
| Review Report of Independent Public Accounting Firm 18                                                                                                                    |
| Exemption Report Required by SEC Rule 17a-5 19                                                                                                                            |

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 *675 Ygnacio Valley Road, Suite A200 (925) 933-2626 Walnut Creek, CA 94596 Fax (925) 944-6333* 

#### Report of Independent Registered Public Accounting Firm

To the Partners of United Planners' Financial Services of America, a Limited Partnership

#### Opinion on the Financial Statements

We have audited the accompanying statement of financial condition of United Planners' Financial Services of America, a Limited Partnership (the "Partnership"), as of December 31, 2025, the related statements of income, changes in partners' capital, and cash flows for the year then ended, and the related notes and schedules I and II (collectively referred to as the "financial statements"). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Partnership as of December 31, 2025, and the results of its operations and its cash flows for the year then ended in conformity with accounting principles generally accepted in the United States of America.

#### Basis for Opinion

These financial statements are the responsibility of the Partnership's management. Our responsibility is to express an opinion on the Partnership's financial statements 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 Partnership 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 statements are 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 statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audit also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audit provides a reasonable basis for our opinion.

#### Auditor's Report on Supplemental Information

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

We have served as the auditor for United Planners' Financial Services of America, a Limited Partnership, since 2014. Walnut Creek, California February 16, 2026

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# United Planners' Financial Services of America, A Limited Partnership Statement of Financial Condition December 31, 2025

| Assets                                     |                  |
|--------------------------------------------|------------------|
| Cash and cash equivalents                  | \$<br>13,747,531 |
| Commissions and advisory fees receivable   | 11,068,542       |
| Clearing deposit                           | 100,000          |
| Operating lease asset                      | 896,545          |
| Property and equipment, net                | 588,255          |
| Other assets                               | 6,003,346        |
| Total assets                               | \$<br>32,404,219 |
| Liabilities and Partners' Capital          |                  |
| Liabilities                                |                  |
| Commissions payable                        | \$<br>11,036,985 |
| Accrued compensation and other liabilities | 5,535,930        |
| Accounts payable                           | 200,933          |
| Operating lease liability                  | 1,309,893        |
| Total liabilities                          | 18,083,741       |
| Partners' Capital                          |                  |
| General Partner                            | 6,526,928        |
| Limited Partners                           | 7,793,550        |
| Total Partners' capital                    | 14,320,478       |
| Total liabilities and Partners' capital    | \$<br>32,404,219 |

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#### United Planners' Financial Services of America, A Limited Partnership Statement of Income Year ended December 31, 2025

| Revenues                           |                  |
|------------------------------------|------------------|
| Commissions                        | \$<br>60,648,888 |
| Advisory fees                      | 109,804,704      |
| Other                              | 6,451,086        |
| Interest                           | 769,863          |
| Total revenues                     | 177,674,541      |
| Operating Expenses                 |                  |
| Commissions                        | 151,765,759      |
| Employee compensation and benefits | 14,855,989       |
| General and administrative         | 1,425,531        |
| Professional services              | 1,194,222        |
| Office                             | 1,079,418        |
| Communications and data processing | 633,662          |
| Advertising and sales              | 551,247          |
| Rent                               | 362,452          |
| Ticket charges                     | 290,345          |
| Other                              | 267,047          |
| Depreciation                       | 88,062           |
| Total operating expenses           | 172,513,734      |
| Net income                         | \$<br>5,160,807  |
|                                    |                  |

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# United Planners' Financial Services of America, A Limited Partnership Statement of Changes in Partners' Capital Year ended December 31, 2025

|                                  |    | General<br>Partner's<br>Capital |    | Limited<br>Partners'<br>Capital |    | Total         |  |
|----------------------------------|----|---------------------------------|----|---------------------------------|----|---------------|--|
| Balance - January 1, 2025        | \$ | 5,632,316                       | \$ | 6,695,406                       |    | \$ 12,327,722 |  |
| Distributions                    |    | (1,333,226)                     |    | (1,834,825)                     |    | (3,168,051)   |  |
| Net income - preferred return    |    | 214,954                         |    | 237,353                         |    | 452,307       |  |
| Net income - residual allocation |    | 2,012,884                       |    | 2,695,616                       |    | 4,708,500     |  |
| Balance - December 31, 2025      | \$ | 6,526,928                       | \$ | 7,793,550                       | \$ | 14,320,478    |  |

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# United Planners' Financial Services of America, A Limited Partnership Statement of Cash Flows Year ended December 31, 2025

| Cash flows from operating activities:                                                |                  |
|--------------------------------------------------------------------------------------|------------------|
| Cash received from commissions and advisory fees                                     | \$ 168,774,247   |
| Other cash receipts                                                                  | 6,451,086        |
| Interest received                                                                    | 769,863          |
| Cash paid for operating leases                                                       | (417,908)        |
| Cash paid for commissions                                                            | (149,994,108)    |
| Cash paid to vendors and employees                                                   | (19,919,120)     |
| Net cash provided by operating activities                                            | 5,664,060        |
| Cash flows from investing activities:                                                |                  |
| Sales of securities owned                                                            | 2                |
| Purchases of securities not yet purchased                                            | (169,191)        |
| Purchases of property and equipment                                                  | (492,942)        |
| Loans issued to representatives                                                      | (3,982,500)      |
| Payments received on loans to representatives                                        | 1,599,880        |
| Net cash used for investing activities                                               | (3,044,751)      |
| Cash flows from financing activities:                                                |                  |
| Partners' capital distributions                                                      | (3,168,051)      |
| Net cash used for financing activities                                               | (3,168,051)      |
| Net decrease in cash, cash equivalents and clearing deposit                          | (548,742)        |
| Cash, cash equivalents and clearing deposit - beginning of year                      | 14,396,273       |
| Cash, cash equivalents and clearing deposit - end of year                            | \$<br>13,847,531 |
|                                                                                      |                  |
| Cash, cash equivalents and clearing deposit consist of:<br>Cash and cash equivalents | 13,747,531       |
| Clearing deposit                                                                     | 100,000          |
|                                                                                      |                  |
|                                                                                      | \$<br>13,847,531 |

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#### United Planners' Financial Services of America, A Limited Partnership Statement of Cash Flows - Continued Year ended December 31, 2025

| Reconciliation of net income to net cash provided by<br>operating activities:        |                 |
|--------------------------------------------------------------------------------------|-----------------|
| Net income                                                                           | \$<br>5,160,807 |
| Adjustments to reconcile net income to net cash<br>provided by operating activities: |                 |
| Compensation through forgiveness of loans issued to representatives                  | 254,959         |
| Amortization of operating lease asset                                                | 196,467         |
| Depreciation                                                                         | 88,062          |
| Provision for credit losses                                                          | 13,971          |
| Changes in assets and liabilities:                                                   |                 |
| Increase in commissions and advisory fees receivable                                 | (1,679,345)     |
| Increase in other assets                                                             | (203,140)       |
| Increase in commissions payable                                                      | 1,771,651       |
| Increase in accounts payable                                                         | 81,530          |
| Increase in accrued compensation and other liabilities                               | 272,385         |
| Decrease in operating lease liability                                                | (293,287)       |
| Net cash provided by operating activities                                            | \$<br>5,664,060 |

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# Note 1 – Organization and Description of Operations

United Planners' Financial Services of America, A Limited Partnership (the "Partnership"), is a securities broker-dealer licensed in all states. The Partnership is subject to regulation under the Securities Exchange Act of 1934 and is a member of the Financial Industry Regulatory Authority (FINRA). The Partnership was formed on August 21, 1987, although the Partnership agreement has since been amended and restated, and shall continue until August 21, 2075.

The General Partner of the Partnership is United Planners' Group, Inc., an Arizona Corporation, while the limited partners include participating brokers who are also independent contractors of the Partnership and United Financial Employees, LLC ("UFE"), an Arizona limited liability company established for qualified personnel of the Partnership.

The Partnership was established to conduct the business of a broker-dealer/general agency engaged in the investment in and distribution of securities, investment programs, and other financial services products. The Partnership acts as an introducing broker-dealer that clears all transactions with and for customers on a fully disclosed basis with a clearing broker-dealer, mutual fund, life insurance company, or limited partnership.

The Partnership transmits all customer funds and securities to the clearing broker-dealer, which maintains and preserves all accounts and records of the Partnership's customers. The clearing broker-dealer receives a fee for this service, which is a percentage of the gross commissions on agency transactions or the net trading profits after clearing fees on principal transactions.

The Partnership is also a Registered Investment Advisor under the Investment Advisors Act of 1940.

# Note 2 – Summary of Significant Accounting Policies

# *Basis of Presentation*

The Partnership prepares its financial statements in accordance with U.S. generally accepted accounting principles.

# *Cash and Cash Equivalents*

Cash and cash equivalents include all highly liquid investments with original maturities of three months or less. The carrying values approximate fair values due to the short-term maturities of these investments.

# *Clearing Deposit*

The clearing deposit represents a deposit maintained with a clearing broker-dealer in connection with the use of their services.

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# Note 2 – Summary of Significant Accounting Policies - Continued

#### *Commissions and Advisory Fees Receivable and Commissions Payable*

Commissions and advisory fees receivable primarily represent amounts due to the Partnership from the sale of financial products and advisory services. Commissions payable represents amounts due to the Partnership's sales representatives in connection with the sale of financial products and advisory services.

#### *Fair Value of Financial Instruments*

The carrying amount of commissions and advisory fees receivable, commissions payable and other liabilities, approximates fair value due to the short-term maturity of those instruments.

#### *Other Assets*

Other assets include notes receivable, other receivables, prepaid expenses and deposits. Notes receivable of \$3,704,338 are due from representatives and limited partners. The notes are carried at the lower of their carrying value or fair value. As of December 31, 2025, the carrying value of notes receivable approximates fair value, which is determined based on current market information for similar instruments.

#### *Credit Losses*

The Partnership accounts for estimated credit losses on financial assets in accordance with FASB ASC 326-20, *Financial Instruments – Credit Losses*. FASB ASC 326-20 requires the Partnership to estimate expected credit losses over the life of its financial assets and certain off-balance sheet exposures based on relevant information about past events, current conditions, and reasonable and supportable forecasts. The Partnership records the estimate of expected credit losses as an allowance for credit losses. For financial assets measured at an amortized cost basis, the allowance for credit losses is reported as a valuation account on the Statement of Financial Condition that is deducted from the asset's amortized cost basis. Provision for credit losses was \$13,971 for the year ended December 31, 2025.

#### *Securities Transactions*

Securities transactions for the Partnership's customers are executed and cleared by independent clearing agents on a fully disclosed basis. Customers' securities transactions are reported on a settlement-date basis with related commission revenue and expenses reported on a trade-date basis. Fees paid to the clearing agent are recorded as expenses when incurred.

# *Property and Equipment*

Property and equipment are recorded at cost and depreciated or amortized using the straight-line method based on estimated useful lives ranging from four to eight years. The costs of normal maintenance and repairs that do not add value to the asset or materially extend asset lives are not capitalized, whereas major betterments are capitalized.

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# Note 2 – Summary of Significant Accounting Policies - Continued

#### *Leases*

At inception, the Partnership determines if an agreement constitutes a lease and, if so, whether the lease is an operating or finance lease. Leases that have terms of one year or less are deemed short term and are expensed on a straight-line basis over the term of the lease. Operating leases that exceed one year are included in operating lease assets and operating lease liabilities on the Statement of Financial Condition. Finance leases that exceed one year are included in property and equipment and other liabilities on the Statement of Financial Condition.

Operating lease assets represent the Partnership's right to use an underlying asset for the lease term and operating lease liabilities represent its obligation to make lease payments arising from the lease. Operating lease assets and liabilities are recognized at the commencement date based on the present value of lease payments over the lease term.

#### *Income Taxes*

The Partnership files a partnership tax return with the earnings and losses included in the income tax returns of the general and limited partners who are taxed depending on their respective tax status.

Management evaluates annually its tax positions and, if applicable, adjusts its income tax provision accordingly. As of December 31, 2025, no uncertain tax positions have been identified and accordingly, no provision has been made. The Partnership is no longer subject to examinations by major tax jurisdictions for years before 2021.

The Internal Revenue Service ("IRS") issued final regulations affecting partnerships (and entities taxed as partnerships) that are intended to streamline the tax examination process and allow the IRS to collect any underpayments of tax from the partnership rather than the individual partners. The partnership will pay the tax, interest and penalties on underpayments using the highest statutory corporate or individual rate, which can be reduced under certain circumstances. Management does not believe these changes have an effect on the Partnership's financial statements as of and for the year ended December 31, 2025.

#### *Advertising Costs*

Advertising costs are expensed when incurred. Total advertising expense for the year ended December 31, 2025, was \$397,783, which was recorded as a component of advertising and sales expense.

#### *Comprehensive Income*

There are no differences between comprehensive income and net income in the accompanying statement of income.

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# Note 2 – Summary of Significant Accounting Policies - Continued

#### *Use of Estimates*

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

# *Segment Reporting*

The Partnership 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 advisory business. The Partnership has identified its President 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 Partnership. Additionally, the CODM uses excess net capital (see Note 7), 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 Partnership's operations constitute a single operating segment and therefore, a single reportable segment, because the CODM manages the business activities using information of the Partnership 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 herein.

# Note 3 – Revenues

Revenues are recognized when, or as, the Partnership satisfies its performance obligations by transferring control of promised products or services to customers in an amount that reflects the consideration the Partnership expects to be entitled to in exchange for those products or services. Revenues are reported on a gross basis when the Partnership is acting in the capacity of the principal and on a net basis when the Partnership is the agent in a contract. Principal or agent designations depend on which entity has primary responsibility over performance obligations and control over the product or service before it is transferred to a customer.

#### *Commissions*

The Partnership, as an introducing broker-dealer, recognizes sales-based commissions on a tradedate basis when customers purchase stocks, mutual funds, variable annuities and other financial products. Sales-based commissions are generally based on a percentage of a product's market value at the time of purchase. The Partnership earns trailing commissions on eligible products, primarily on variable annuities and mutual funds held by customers. Trailing commissions are recurring in nature, recognized over time as earned and based on the market value of customers' trail eligible holdings.

Commissions are reported on a gross basis as the Partnership is the principal and has primary responsibility over the performance obligations.

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# Note 3 – Revenues - Continued

#### *Advisory Fees*

Fees are generally billed to customers monthly or quarterly, in advance or arrears, and based on either the period ending balance or average balance of total assets held. For accounts that are opened in the middle of a period, the fees are pro-rated accordingly and billed at the end of the period. Advisory fees may be received quarterly, but are recognized as earned on a pro-rata basis over the term.

The Partnership recognizes fees billed to customers as advisory fee revenue on a gross basis in accounts where the Partnership is the registered investment advisor ("RIA"). Advisors may conduct their advisory business through separate entities by establishing their own independent RIA firms rather than utilizing the Partnership's corporate RIA. As independent RIAs are primarily responsible for providing the service to a customer, the portion of advisory fees that are collected from the customer by the Partnership and remitted to the independent RIA are considered pass-through amounts and only the net amount retained by the Partnership is included as a component of advisory fee revenue.

#### *Other Revenues*

Other revenues primarily include amounts charged to the Partnership's representatives for providing administrative, compliance and technology services in addition to marketing allowances received from product sponsors. Revenues from these services are recurring in nature and recognized over time as the Partnership satisfies its performance obligations.

#### *Disaggregation of Revenue*

The following presents the Partnership's revenue from contracts with customers disaggregated by major business activity for the year ended December 31, 2025:

| Variable annuities                          | \$<br>34,452,582  |
|---------------------------------------------|-------------------|
| Mutual funds                                | 11,744,408        |
| Fixed annuities                             | 9,765,699         |
| General securities                          | 1,994,187         |
| Alternative investments                     | 1,323,652         |
| Other                                       | 1,368,360         |
| Total commissions                           | 60,648,888        |
| Advisory fees                               | 109,804,704       |
| Other revenues                              | 6,451,086         |
| Total revenue from contracts with customers | \$<br>176,904,678 |

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# Note 3 – Revenues - Continued

#### *Contract Balances*

The timing of the Partnership's revenue recognition may differ from the timing of payment by its customers. The Partnership records receivables when revenue is recognized prior to payment and it has an unconditional right to payment. The Partnership had receivables related to revenue from contracts with customers, which it considered fully collectible, of \$9,389,197 at January 1, 2025 and \$11,068,542 at December 31, 2025.

# Note 4 – Concentration of Credit Risk

As of December 31, 2025, of the Partnership's bank balances, \$300,000 was insured and \$4,831,412 was not insured by the Federal Deposit Insurance Corporation. \$761,599 of brokerage cash balances were insured by the Securities Investor Protection Corporation and \$8,128,401 was uninsured, consisting of cash of \$5,131,412, brokerage cash equivalent accounts of \$8,790,000, and a clearing deposit of \$100,000. The Partnership has never experienced any losses related to these balances.

#### Note 5 – Property and Equipment

Property and equipment as of December 31, 2025, are as follows:

| Equipment                     | \$<br>429,248 |
|-------------------------------|---------------|
| Furniture                     | 405,037       |
| Leasehold improvements        | 372,196       |
| Total                         | 1,206,481     |
| Less accumulated depreciation | (<br>618,226) |
| Property and equipment, net   | \$<br>588,255 |

#### Note 6 – Employee Benefit Plan

Effective January 1, 2008, the Partnership established the United Planners' Financial Services of America 401(k) Plan (the "Plan"), which covers all eligible employees. During 2025 the Partnership matched 100% of the first 4% of employee contributions and 50% of the next 3% of employee contributions. The Partnership's share of contributions to the Plan for the year ended December 31, 2025, was \$381,243.

#### Note 7 – Net Capital Requirements

The Partnership is subject to the Securities and Exchange Commission's Uniform Net Capital Rule ("Rule 15c3-1"), which requires the maintenance of minimum net capital and requires that the ratio of aggregate indebtedness to net capital, both as defined in Rule 15c3-1, shall not exceed 15 to 1. Regulatory net capital is calculated as total partners' capital plus subordinated liabilities, less nonallowable assets and applicable haircuts.

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# Note 7 – Net Capital Requirements - Continued

As of December 31, 2025, the Partnership had regulatory net capital of \$7,431,637, which was \$6,285,823 in excess of its required net capital of \$1,145,814. As of December 31, 2025, the Partnership's aggregate indebtedness was 2.31 times its net capital.

#### Note 8 – Reserve and Possession or Control Requirements

Rule 15c3-3 (the "Rule") of the Securities and Exchange Commission provides a formula for the maintenance by broker-dealers of reserves in connection with customer-related transactions and standards regarding the physical possession or control of fully paid and excess margin securities. There are allowable exemptions to the Rule provided that certain conditions are met. Due to the nature of the Partnership's business, these conditions are satisfied, and the Partnership claims an exemption under subparagraph (k)(2)(ii) of the Rule.

# Note 9 – Allocation of Profits and Losses and Cash Distributions

The Limited Partnership Agreement, as amended and restated, states that allocable profits and losses (as defined in the agreement) shall be allocated 5% to UFE. Remaining profits shall then be allocated in a ratio of 45% to the General Partner and 55% to the Limited Partners other than UFE. UFE is to receive cash distributions for 100% of its profit allocation annually. Limited Partners other than UFE and the General Partner are to receive minimum cash distributions of 25% and 50%, respectively, of any profit allocation each year.

The Limited Partnership Agreement also defines a Preferred Return on Capital Invested (the "Preferred Return"). The rate used for the Preferred Return is determined annually at the General Partner's discretion. For the year ended December 31, 2025, the Preferred Return was \$452,307.

# Note 10 – Related-Party Transactions

The Partnership reimbursed the General Partner for certain technology use charges totaling \$216,000 for the year ended December 31, 2025, which are reported as a component of communications and data processing expense.

The Partnership occasionally enters into agreements with some limited partners. Under these agreements the Partnership typically advances funds at the time of affiliation to assist with the cost of transition and other business needs. Once certain production and other requirements are met, these advances are either repaid or considered compensation. During 2025, \$199,880 of these advances were repaid through commissions or partner allocations and \$213,123 were reported as recruiting expenses included in general and administrative expenses. As of December 31, 2025, advances in the amount of \$3,208,358 were reported as other assets.

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# Note 11 – Contingent Liabilities

The Partnership is a defendant in lawsuits arising in the normal course of business. Management recorded a provision for litigation costs, fines, and settlements related to lawsuits of \$300,000 in 2025. It is the opinion of management that the probability of losses in excess of the provision, if any, that will result from the litigation will not be material to the financial position or results of operations of the Partnership. It is reasonably possible that a loss that would be material to the Partnership would be incurred in future years as a result of ensuing arbitration, mediation or litigation.

# Note 12 – Financial Instruments with Off-Balance Sheet Risk

As a securities broker, the Partnership is engaged in buying and selling securities for a diverse group of customers, including financial institutions. The Partnership introduces these customer transactions for clearance through independent clearing agents on a fully disclosed basis.

The Partnership's exposure to credit risk associated with nonperformance of customers in fulfilling their contractual obligations pursuant to securities transactions can be directly impacted by volatile trading markets, which may result in the Partnership's inability to liquidate the customer's collateral at an amount equal to the original contracted amount.

Agreements between the Partnership and its clearing agents require the Partnership to assume any exposure related to such nonperformance of its customers. The Partnership monitors its customers' activity by reviewing information it receives from its clearing agents on a daily basis. Upon customer nonperformance, the representative is obligated to compensate the Partnership. Accordingly, the Partnership is at risk to the extent it does not obtain reimbursement from its representatives.

# Note 13 – Lease Obligations

The Partnership leases its office space under a lease agreement expiring on May 31, 2029, which is classified as an operating lease. The lease agreement includes annual payment increases based on a rate per square foot with an option to extend the lease for two additional five-year periods with an annual basic rent for the extension at 95% of the then prevailing fair market value base rental rate for comparable properties in Scottsdale, Arizona. The Partnership considered the likelihood of exercising the renewal terms in measuring its operating lease asset and lease liability of which the renewal periods are excluded in the Partnership's assessment of the lease terms. As the lease does not provide an implicit rate, the Partnership estimates its incremental borrowing rate based on information available at the commencement date in determining the present value of future payments. The operating lease asset, excluding lease incentives, is amortized over the estimated useful life of the asset and is included in rent expense on the statement of income.

The Partnership's total operating lease costs under the lease agreement were \$362,452 for the year ended December 31, 2025.

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#### Note 13 – Lease Obligations - Continued

The following summarizes the change in the operating lease asset and lease liability for the year ended December 31, 2025:

|                           | Operating<br>Lease<br>Asset | Operating<br>Lease<br>Liability |
|---------------------------|-----------------------------|---------------------------------|
| Beginning of year balance | \$ 1,093,012                | \$ 1,603,180                    |
| Change for 2025           | (196,467)                   | (293,287)                       |
| End of year balance       | \$<br>896,545               | \$ 1,309,893                    |

Future minimum lease payments on the non-cancelable operating lease as of December 31, 2025, are as follows:

| Years ending<br>December 31,  | Amount        |
|-------------------------------|---------------|
| 2026                          | \$<br>429,027 |
| 2027                          | 440,147       |
| 2028                          | 451,266       |
| 2029                          | 189,958       |
| Total future minimum payments | 1,510,398     |
| Less: discount at 8.67%       | ( 200,505)    |
| Operating lease liability     | \$ 1,309,893  |

#### Note 14 – Subsequent Events

Management has evaluated subsequent events through February 16, 2026, the date the financial statements were issued. No events or transactions occurred after year-end that require additional disclosure or adjustment to the financial statements.

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Supplemental Information

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# United Planners' Financial Services of America, A Limited Partnership As of December 31, 2025 Schedule I - Computation of Net Capital for Brokers and Dealers Pursuant to Rule 15c3-1 of the Securities and Exchange Commission

| Net Capital:                                          |                 |
|-------------------------------------------------------|-----------------|
| Total partners' capital qualified for net capital     | \$ 14,320,478   |
| Deductions - nonallowable assets:                     |                 |
| Commissions and advisory fees receivable              | 127,948         |
| Property and equipment, net                           | 588,255         |
| Other nonadmitted assets                              | 6,003,346       |
| Total deductions                                      | 6,719,549       |
| Net capital before haircuts                           | 7,600,929       |
| Less haircuts                                         | 169,292         |
| Net Capital                                           | \$<br>7,431,637 |
| Aggregate indebtedness                                | \$ 17,187,196   |
| Minimum net capital required                          | \$<br>1,145,814 |
| Net capital in excess of minimum net capital required | \$<br>6,285,823 |
| Ratio of aggregate indebtedness to net capital        | 2.31 to 1       |
|                                                       |                 |

# Reconciliation with Partnership's Net Capital Computation:

There were no material differences noted in the Partnership's Net Capital Computation as of December 31, 2025.

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# United Planners' Financial Services of America, A Limited Partnership Schedule II - Computation for Determination of Reserve Requirements for Brokers and Dealers Pursuant to Rule 15c3-3 Under the Securities and Exchange Commission Year ended December 31, 2025

The Partnership is exempt from the provisions of Rule 15c3-3 under the Securities Exchange Act of 1934, in that the Partnership's activities are limited to those set forth in the conditions for exemption appearing in paragraph (k)(2)(ii) of the Rule.

In addition, the Partnership's other business activities are limited to (1) effecting securities transactions via subscriptions on a subscription-way basis where funds are payable to the issuer or its agent and not the Partnership; (2) providing technology or platform services; and (3) participating in distributions of securities (other than firm commitment underwritings) in accordance with the requirements of paragraphs (a) or (b)(2) of Rule 15c2-4, and are not based upon section (k)(2)(ii). The Partnership does not accept customer funds or securities and does not have possession of any customer funds or securities in connection with these activities. Therefore, in reliance on Footnote 74 to SEC Release 34- 70073 and as discussed in Q & A 8 of the related FAQ issues by SEC staff, the Partnership does not claim an exemption from SEA Rule 15c3-3 as it does not effect transactions for anyone defined as a customer under Rule 15c3-3, and there are no items to report under the requirement of this Rule.

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 *675 Ygnacio Valley Road, Suite A200 (925) 933-2626 Walnut Creek, CA 94596 Fax (925) 944-6333* 

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

To the Partners of United Planners' Financial Services of America, a Limited Partnership

We have reviewed management's statements, included in the accompanying Exemption Report Required by SEC Rule 17a-5 in which (1) United Planners' Financial Services of America, a Limited Partnership (the "Partnership"), identified the following provisions of 17 C.F.R. §15c3-3(k) under which the Partnership claimed an exemption from 17 C.F.R. §240.15c3- 3: (k)(2)(ii) (the "exemption provisions") and (2) the Partnership stated that it met the identified exemption provisions throughout the most recent fiscal year except as described in the exemption report.

The Partnership is also filing this Exemption Report because the Partnership'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 funds are payable to the issuer or its agent and not the Partnership; (2) providing technology or platform services; and (3) participating in distributions of securities (other than firm commitment underwritings) in accordance with the requirements of paragraphs (a) or (b)(2) of Rule 15c2-4. In addition, the Partnership did not directly or indirectly receive, hold, or otherwise owe funds or securities for or to customers; did not carry accounts of or for customers; and did not carry PAB accounts (as defined in Rule 15c3-3) throughout the most recent fiscal year without exception.

The Partnership's management is responsible for compliance with the exemption provisions and its statements, as well as the provisions contemplated by Footnote 74 of SEC Release no. 34-70073 adopting amendments to 17 C.F.R. § 240.17a-5 and related SEC Staff Frequently Asked Questions and 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 evidence about the Partnership's compliance with the exemption provisions. A review is substantially less in scope than an examination, the objective of which is the expression of an opinion on management's statements. Accordingly, we do not express such an opinion.

Based on our review, we are not aware of any material modifications that should be made to management's statements referred to above for them to be fairly stated, in all material respects, based on the provisions set forth in paragraph (k)(2(ii) of Rule 15c3-3 under the Securities Exchange Act of 1934 and the Partnership'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 and related SEC Staff Frequently Asked Questions.

Walnut Creek, California February 16, 2026

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#### February 15, 2026

#### Exemption Report Required by SEC Rule 17a-5

United Planners' Financial Services of America, LP (the "Company") is a registered broker-dealer subject to Rule 17a-5 promulgated by the Securities and Exchange Commission (17 C.F.R. §240.17a-5, "Reports to be made by certain brokers and dealers"). This Exemption Report was prepared as required by 17 C.F.R. §240.17a-5(d)(1) and (4). 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 under the provision of k(2)(ii).
- 2) The Company met the identified exemption provisions in 17 C.F.R. §240.15c3-3(k) throughout the most recent fiscal year except as described below.

On September 2, 2025, one customer check was incorrectly deposited into the Company's general business checking account due to the check being incorrectly made payable to the Company. On September 3rd and within 24 hours of the initial deposit error, the Company sent funds to the clearing firm for deposit into the customer's account.

- 3) 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 funds are payable to the issuer or its agent and not the Company; (2) providing technology or platform services; and (3) participating in distributions of securities (other than firm commitment underwritings) in accordance with the requirements of paragraphs (a) or (b)(2) of Rule 15c2-4, and 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 compliance with paragraph (a) or (b)(2) of Rule 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 PAB accounts (as defined in Rule 15c3-3) throughout the most recent fiscal year without exception.
- I, Chad Shindel, swear that to the best of my knowledge and belief, this Exemption Report is true and correct.

Respectfully submitted,

 Chad Shindel, CPA, CGMA Vice President and Chief Financial Officer


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