# OSAIC WEALTH, INC. X-17A-5 (2025-02-25) — Broker-dealer annual report - Company: OSAIC WEALTH, INC. - Form: X-17A-5 - Filed: 2025-02-25 - Period: 2024-12-31 - Accession: 0000837933-25-000002 - CIK: 837933 - File #: 8-40218 - Type: Broker-dealer - Material weakness: No - Auditor: Deloitte & Touche LLP - Auditor location: Tempe, AZ - Contact: David Schmidt - Phone: 602-262-3301 - Email: david.schmidt@osaic.com - Website: osaic.com - Signed by: David Schmidt (Treasurer & Financial Operations Principal) Original filing: https://www.sec.gov/Archives/edgar/data/837933/000083793325000002/OWI2024Public.pdf --- {0}------------------------------------------------ | | Public | |--|--------| | | | | SEC FILE NUMBER | | |-----------------|--| | 8-40218 | | | 18700 N. Hayden Road, Suite 255 | | | | | | |---------------------------------------------------------------------------|--------------------------------|-----------------|-------------------------|--|--| | (No. and Street) | | | | | | | Scottsdale | AZ | | 85255 | | | | (City) | (State) | | (Zip Code) | | | | PERSON TO CONTACT WITH REGARD TO THIS FILING | | | | | | | David Schmidt | (602) 262-3301 | | david.schmidt@osaic.com | | | | (Name) | (Area Code - Telephone Number) | (Email Address) | | | | | B. ACCOUNTANT IDENTIFICATION | | | | | | | INDEPENDENT PUBLIC ACCOUNTANT whose reports are contained in this filing* | | | | | | | Deloitte & Touche LLP | | | | | | | (Name - if individual, state last, first, and middle name) | | | | | | | 100 S Mill Ave #1800 | Tempe | AZ | 85281 | | | | (Address) | (City) | (State) | (Zip Code) | | | (Date Registration PCAOB)(if pplicable) (PCAO Registration umber, applicable) {1}------------------------------------------------ DIANA SESTIAGA ![](_page_1_Picture_4.jpeg) н ## contai all - - - - - - - - - - - - - - - - - - - - - - - - - - - {2}------------------------------------------------ #### STATEMENT OF FINANCIAL CONDITION AND RELATED NOTES Osaic Wealth, Inc. (SEC File Number 8-40218) (An indirect wholly owned subsidiary of Osaic Holdings, Inc.) December 31, 2024 With Report of Independent Registered Public Accounting Firm {3}------------------------------------------------ # **Osaic Wealth, Inc. (An indirect wholly owned subsidiary of Osaic Holdings, Inc.) Table of Contents December 31, 2024** | | Page | |---------------------------------------------------------|------| | Report of Independent Registered Public Accounting Firm | 1 | | Financial Statement | | | Statement of Financial Condition | 2 | | Notes to Financial Statement | 3 | {4}------------------------------------------------ #### GLOSSARY Certain terms and abbreviations used throughout this report are defined below. | Term or abbreviation | Definition | |--------------------------------|----------------------------------------------------------------------------------------------------------------------------------------------------------| | AMPA | American Portfolios Advisors, Inc. | | APFS | American Portfolios Financial Services, Inc. | | ASC | Accounting Standards Codification | | ASU | Accounting Standards Update | | CODM | Chief Operating Decision Maker | | FASB | Financial Accounting Standards Board | | FINRA | Financial Industry Regulatory Authority | | GAAP | Generally Accepted Accounting Principles | | Net Capital Rule | SEC Uniform Net Capital Rule 15c3-1 under the Securities Exchange Act of
1934, which requires the maintenance of minimum net capital | | OFSI | Osaic Financial Services, Inc. | | OS | Osaic Services, Inc. | | OSA | Osaic, Inc. | | OSHI | Osaic Holdings, Inc. | | PAB | Proprietary account of a broker-dealer | | RIA | Registered investment adviser | | SAA | Securities America Advisors, Inc. | | SAI | Securities America, Inc. | | SEC | Securities and Exchange Commission | | SEIA | Signature Estate & Investment Advisors | | Strategic Partnership Sponsors | Third-party investment and insurance companies for which the Company
provides marketing services for their advisory, insurance and brokerage products | | Triad | Triad Advisors, LLC (collectively with its subsidiary Triad Insurance, Inc.) | | U.S. | United States of America | | WFS | Woodbury Financial Services, Inc. | {5}------------------------------------------------ ![](_page_5_Picture_0.jpeg) **Deloitte & Touche LLP** 100 South Mill Avenue Suite 1800 Tempe, AZ 85281-2804 USA Tel: +1 602 234 5100 www.deloitte.com ## **REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM** To the Stockholder and Board of Managers of Osaic Wealth, Inc.: # **Opinion on the Financial Statement** We have audited the accompanying statement of financial condition of Osaic Wealth, Inc. (the "Company") as of December 31, 2024, and the related notes (collectively referred to as the "financial statement"). In our opinion, the financial statement presents fairly, in all material respects, the financial position of the Company as of December 31, 2024, in conformity with accounting principles generally accepted in the United States of America. # **Basis for Opinion** The financial statement is the responsibility of the Company's management. Our responsibility is to express an opinion on this 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 that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statement. Our audit also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statement. We believe that our audit of the financial statement provides a reasonable basis for our opinion. February 21, 2025 We have served as the Company's auditor since 2017. {6}------------------------------------------------ # **Osaic Wealth, Inc. (An indirect wholly owned subsidiary of Osaic Holdings, Inc.) Statement of Financial Condition (In Thousands, Except Par Value and Share Amounts) December 31, 2024** | ASSETS | | |----------------------------------------------------|-----------------| | Cash and cash equivalents | \$
231,091 | | Restricted cash | 975 | | Receivables from broker-dealers and clearing firms | 78,145 | | Accounts receivable | 243,012 | | Receivables from affiliates | 1,361 | | Goodwill | 1,965,509 | | Intangible assets, net | 559,719 | | Prepaid expenses and other assets | 16,561 | | Total assets | \$
3,096,373 | | | | | LIABILITIES AND STOCKHOLDER'S EQUITY | | | LIABILITIES: | | | Commissions payable | \$
149,322 | | Deferred compensation payable | 5,338 | | Accounts payable and accrued expenses | 22,623 | | Payables to affiliates | 42,388 | | | | | Commissions payable | \$
149,322 | |---------------------------------------|---------------| | Deferred compensation payable | 5,338 | | Accounts payable and accrued expenses | 22,623 | | Payables to affiliates | 42,388 | | Deferred tax liabilities, net | 91,810 | | Income tax payable | 39,968 | | Other liabilities | 4,764 | | Total liabilities | 356,213 | | | | Commitments and contingencies (Note 9) # STOCKHOLDER'S EQUITY: | 10 | |-----------------| | 3,215,659 | | (475,509) | | 2,740,160 | | \$
3,096,373 | | | *See accompanying notes.* {7}------------------------------------------------ ## **NOTE 1 – ORGANIZATION AND DESCRIPTION OF THE COMPANY** Osaic Wealth, Inc. (the "Company") is a wholly owned subsidiary of OSA, which is a wholly owned subsidiary of OSHI. OSHI is an indirect wholly owned subsidiary of OFSI. The Company is a broker-dealer registered with FINRA and the SEC pursuant to the Securities Exchange Act of 1934 and an investment adviser registered under the Investment Advisers Act of 1940. The Company provides an integrated technology suite of brokerage and investment advisory services and business management tools to independent financial professionals. Through its platform, the Company provides access to diversified financial products and services, enabling its financial professionals to offer personalized financial advice and brokerage services to retail investors (their "clients"). The Company executes its financial professionals' clients' transactions on a fully disclosed basis through unaffiliated clearing firms which carry the accounts and securities of the financial professionals' clients. #### **Consolidation** On April 26, 2023, OFSI announced its intent to transition its multi-branded network of wealth management firms to a new, single wealth management brand. During 2024, the Company entered into merger agreements with WFS, SAI, SAA, Triad and APFS, which are companies under common control, to merge the entirety of their broker-dealer and RIA businesses into the Company. During the fourth quarter of 2024, the Company entered into an agreement with AMPA whereby AMPA transferred and contributed certain assets and specified advisor relationships and liabilities related to AMPA's RIA business to the Company. AMPA continued as a legal entity subsequent to the transfer date. The details of the mergers with WFS, SAI, SAA, Triad and APFS, and the transfer from AMPA are noted below: | Company | Business type | Effective date of merger / transfer | |---------|-----------------------|-------------------------------------| | WFS | Broker-dealer and RIA | January 22, 2024 | | SAI | Broker-dealer | June 17, 2024 | | SAA | RIA | June 17, 2024 | | Triad | Broker-dealer and RIA | August 26, 2024 | | APFS | Broker-dealer | October 11, 2024 | | AMPA(1) | RIA | October 11, 2024 | (1) A portion of AMPA's business remained with AMPA as it continued as a legal entity subsequent to the transfer on October 11, 2024 as noted above. For additional information, refer to "Note 3 – Common Control Transactions." ## **NOTE 2 – SIGNIFICANT ACCOUNTING POLICIES AND BASIS OF PRESENTATION** #### **Basis of Presentation** The financial statement was prepared in accordance with U.S. GAAP, which requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of any contingent liabilities at the date of the financial statement. Actual results could differ from those estimates and assumptions. {8}------------------------------------------------ ## **Reportable Segment** The Company operates exclusively in the U.S. as one reportable segment as it only reports financial information on a consolidated basis to its CODM. #### **Cash and Cash Equivalents** The Company has defined cash equivalents as highly liquid investments with original maturities of less than 90 days that are not held for sale in the ordinary course of business. The Company's cash equivalents include U.S. Treasury bills that have a maturity date of less than 90 days as of the date of purchase, which are measured at fair value. #### **Fair Value of Financial Instruments** ASC 820, *Fair Value Measurement*, 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. A financial instrument's level within the fair value hierarchy is based upon the lowest level of any input that is significant to the fair value measurement that maximizes the use of observable inputs and minimizes the use of unobservable inputs by requiring that the most observable inputs be used when available. However, the determination of what constitutes observable requires judgment. Management considers observable data to be market data, which is readily available, regularly distributed or updated, reliable and verifiable, not proprietary and provided by independent sources that are actively involved in the relevant market. The Company's fair value measurements are evaluated within the fair value hierarchy based on the nature of inputs used to determine the fair value at the measurement date. In accordance with ASC 820, the Company discloses the fair value of its investments in a hierarchy as follows: Level 1: Inputs that reflect unadjusted quoted prices in active markets for identical assets or liabilities that the Company has the ability to access at the measurement date. Level 2: Inputs, other than quoted prices, that are observable for the asset or liability either directly or indirectly, including inputs in markets that are not considered to be active. Level 3: Inputs that are unobservable. As of December 31, 2024, the Company had U.S Treasury bills of \$123.9 million included within "Cash and cash equivalents" on the Statement of Financial Condition. The fair value of the U.S. Treasury bills was based on quoted prices obtained from independent vendor services calculated on a settlement-date basis as of the close of the period, which are considered Level 1 inputs. The Company had no other material financial instruments recorded at fair value as of December 31, 2024. #### **Restricted Cash** Restricted cash consists of cash held by unaffiliated clearing firms as a deposit for maintaining minimum required cash balances that the Company has no intention of accessing as of the date of this report. #### **Receivables from Broker-Dealers and Clearing Firms** The clearing operations for the Company's financial professionals' clients' securities transactions are provided by unaffiliated clearing firms. Receivables from broker-dealers and clearing firms primarily consist of cash balances held at these clearing firms which are due to the Company. {9}------------------------------------------------ #### **Goodwill** Goodwill represents the excess of consideration transferred over the fair value of the net assets acquired in a business combination. Goodwill is not amortized but rather tested annually for impairment in the fourth fiscal quarter or more frequently as events occur which may indicate that the carrying amount may not be recoverable. When testing goodwill for impairment, the Company may first assess qualitative factors to determine if it is more likely than not (i.e., a likelihood of more than 50%) that the fair value of a reporting unit is less than its carrying amount. If, based on the qualitative analysis, the Company determines that it is more likely than not that a reporting unit's fair value is greater than its carrying amount, including goodwill, no further analysis is performed. If the Company determines that it is more likely than not that a reporting unit's fair value is less than its carrying amount based on the qualitative analysis, the Company performs a quantitative analysis. In the first step of the quantitative analysis, the Company compares the fair value of a reporting unit to its carrying amount, including goodwill, to determine a potential impairment. If the fair value is less than the carrying amount, the Company performs the second step of the quantitative analysis which consists of comparing the implied fair value of the reporting unit's goodwill with the carrying amount of the goodwill. If the carrying amount of the reporting unit's goodwill exceeds the implied fair value of the goodwill, the Company recognizes an impairment loss equal to the difference between the implied fair value and the carrying amount. #### **Intangible Assets, Net** Intangible assets consist of acquired intangible assets that are deemed to have finite lives and are amortized on a straight-line basis over their estimated useful lives, ranging up to 18 years. The Company monitors the operating and cash flow results related to its intangible assets to identify whether events or changes in circumstances indicate the remaining useful lives of those assets should be adjusted or if the carrying amount may not be recoverable. When indicators of impairment are present, recoverability is measured by comparing the carrying amount to the estimated undiscounted future cash flows expected to be generated by the respective intangible asset. If the carrying amount exceeds its estimated future cash flows, an impairment charge is recognized for the amount by which the carrying amount of the intangible asset exceeds the estimated fair value. For additional information, see "Note 5 - Intangible Assets, Net." #### **Income Taxes** In preparing the financial statement, the Company estimates income tax expense based on various jurisdictions where it conducts business. This requires the Company to estimate current tax obligations and to assess temporary differences between the financial statement carrying amounts and the tax basis of assets and liabilities. These temporary differences result in deferred tax assets and liabilities. The Company then must assess the likelihood that the deferred tax assets will be realized. A valuation allowance is established to the extent that it is more likely than not that such deferred tax assets will not be realized. When the Company establishes a valuation allowance or modifies the existing allowance in a certain reporting period, it generally records a corresponding increase or decrease to tax expense. Management makes significant judgments in determining the income tax expense, deferred tax assets and liabilities and any valuation allowances recorded against the deferred tax assets. Changes in the estimate of these taxes occur periodically due to changes in the tax rates, changes in the business operations, implementation of tax planning strategies, resolution with taxing authorities of issues where the Company had previously taken certain tax positions, and newly enacted statutory, judicial and regulatory guidance. These changes could have a material effect on the Company's Statement of Financial Condition in the period or periods in which they occur. The Company recognizes the tax effects of a position in the financial statement only if it is more likely than not to be sustained based solely on its technical merits; otherwise, no benefits of the position are to be recognized. The more-likelythan-not threshold must continue to be met in each reporting period to support continued recognition of a benefit. Moreover, each tax position meeting the recognition threshold is required to be measured as the largest amount that is greater than 50% likely to be realized upon ultimate settlement with a taxing authority that has full knowledge of all relevant information. {10}------------------------------------------------ The Company is included in the consolidated federal income tax return of OFSI. In addition, in those states that have a unitary structure, OFSI also plans to file consolidated returns which include the Company. Federal income taxes and state income taxes under unitary structures are calculated as if the Company filed on a separate return basis, and the amount of current tax expense or benefit calculated is either remitted to or received from OFSI. The amount of current taxes payable or refundable is recognized as of the date of the financial statement, utilizing currently enacted tax laws and rates. The Company uses the asset and liability method to account for federal and state taxes in accordance with authoritative guidance under U.S. GAAP on income taxes. Under this method, deferred tax assets and liabilities are recognized for the expected future tax benefits and consequences of differences between the carrying amounts of assets and liabilities and their respective tax basis using currently enacted tax rates for the years in which the temporary differences are expected to reverse. The Company calculates its current and deferred state income taxes using the actual apportionment and statutory rates for states in which the Company is required to file on a separate return basis. ## **Contingent Liabilities** The Company recognizes liabilities for contingencies when there is an exposure that, when fully analyzed, indicates it is both probable that a liability has been incurred and the amount of loss can be reasonably estimated. If a loss is determined to be probable, the estimated range of possible loss is based upon currently available information and is subject to significant judgment, a variety of assumptions and uncertainties. When a loss is probable and a range of possible loss can be estimated, the Company accrues the most likely amount within that range; if the most likely amount of possible loss within that range is not determinable, the Company accrues the minimum amount in the range. No liability is recognized for those matters which, in management's judgment, the determination of a reasonable estimate of loss is not possible. The Company records liabilities related to legal and regulatory proceedings in "Accounts payable and accrued expenses" in the Statement of Financial Condition. The determination of these liability amounts requires significant judgment on the part of management. Management considers many factors including, but not limited to: the amount of the claim; the amount of the loss in the client's account; the basis and viability of the claim; the possibility of wrongdoing on the part of one of the Company's employees or financial professionals; previous results in similar cases; applicable indemnifications; and legal precedents and case law. The actual costs of resolving legal matters or regulatory proceedings may be substantially higher or lower than the amounts of the liability recorded for such matters. The costs of defense related to legal and regulatory matters are expensed in the period they are incurred. For additional information, see "Note 9 – Commitments and Contingencies." ## **Recently Adopted Accounting Pronouncements** *ASU 2023-09* — In December 2023, the FASB issued ASU 2023-09, *Income Taxes – Improvements to Income Tax Disclosures*. This ASU requires (i) annual disclosures of specific categories in the rate reconciliation, (ii) additional disclosures for items in the rate reconciliation which meet or exceed specified thresholds, and (iii) disaggregation of income taxes paid by jurisdiction. The amendments in this ASU were effective and adopted on January 1, 2025 and will be applied prospectively. The adoption of this ASU will not have a material impact on the Company's financial statement. *ASU 2023-07* — In November 2023, the FASB issued ASU 2023-07, *Segment Reporting – Improvements to Reportable Segment Disclosures*. This ASU requires public entities which have a single reportable segment to disclose all existing segment disclosures along with the expanded segment disclosures within this ASU. This ASU expands disclosures to reportable segments by requiring (i) disclosure of significant segment expenses which are regularly provided to the CODM and included within the reported measure(s) of each segment's profit or loss, (ii) the amount and description of the composition of other segment items (defined as the difference between segment revenue less the segment expenses disclosed under the significant expense principle and included in the measure of segment profit or loss), (iii) all annual disclosures of each reportable segment's profit or loss to be disclosed in each interim period, and (iv) disclosure of the title and position of the CODM, along with an explanation of how the CODM uses the reported measure(s) of segment profit or loss in assessing segment performance and deciding how to allocate resources. The amendments in this ASU were effective for fiscal years beginning after December 15, 2023, and interim periods within fiscal years beginning after December 15, 2024. The Company adopted the provisions of this guidance on January 1, 2024. The adoption of this ASU resulted in new segment disclosures for the Company. For additional information, see "Note 10 – Segments." {11}------------------------------------------------ ## **Recently Issued Accounting Pronouncements Not Yet Adopted** *ASU 2023-06* — In October 2023, the FASB issued ASU 2023-06, *Disclosure Improvements – Codification Amendments in Response to the SEC's Disclosure Update and Simplification Initiative*. This ASU impacts the disclosure and presentation requirements of various topics within the ASC, including, but not limited to, the statement of cash flows, accounting changes and error corrections, interim reporting, commitments, debt and equity. The amendments in this ASU are effective on the same date each amendment's removal from SEC Regulation S-X or SEC Regulation S-K is effective. If by June 30, 2027, the SEC has not removed the applicable disclosure and presentation requirements from SEC Regulation S-X or SEC Regulation S-K, the pending content in this ASU related to each respective amendment will be removed from the ASC and will not become effective. The amendments in this ASU should be applied prospectively and early adoption is prohibited. The Company does not expect the adoption of this ASU to have a material impact on its financial statement. #### **NOTE 3 – COMMON CONTROL TRANSACTIONS** During the year ended December 31, 2024, WFS, SAI, SAA, Triad and APFS merged the entirety of their businesses into the Company as non-cash transactions. All assets and liabilities were merged at OSHI's carrying values, and they did not continue operations subsequent to the merger date. On October 11, 2024, AMPA transferred and contributed certain assets and specified financial professional relationships and liabilities related to its RIA business to the Company. All assets and liabilities were transferred at OSHI's carrying values, and AMPA continued as a legal entity subsequent to the transfer date. The Company's financial statement and notes thereto as of December 31, 2024 reflect the transferred assets and liabilities as of January 1, 2024. The transfer from AMPA and the mergers with WFS, SAI, SAA, Triad and APFS were accounted for as transactions between entities under common control in accordance with ASC 805, *Business Combinations*. A common control transaction that results in a change in reporting entity requires that the entities be combined by the entity that receives the net assets (i.e., the Company) as if the change had been in effect since the beginning of the period being presented. Therefore, the Company's financial statement and notes thereto as of December 31, 2024 reflect the transferred assets and liabilities at their respective carrying values as of January 1, 2024, as if the entities had been combined from the beginning of the period. No new goodwill was recognized as a result of these transactions. All intercompany transactions and account balances between the Company, WFS, SAI, SAA, Triad, APFS and AMPA have been eliminated. The following table presents the assets and liabilities transferred to the Company as a result of the common control transactions (in thousands): | As of January 1, 2024: | | |------------------------|-----------------| | Assets | \$
1,624,209 | | Liabilities | 182,659 | | Net assets | \$
1,441,550 | {12}------------------------------------------------ ## **NOTE 4 – ACCOUNTS RECEIVABLE** Accounts receivable consisted of the following as of December 31, 2024 (in thousands): | Commission and advisory revenue receivable | \$
143,682 | |---------------------------------------------------|---------------| | Clearing credit and cash sweep revenue receivable | 42,258 | | Strategic Partnership Sponsors revenue receivable | 44,541 | | Other | 12,531 | | Total accounts receivable | \$
243,012 | ## **NOTE 5 – INTANGIBLE ASSETS, NET** As a result of the transfer from AMPA, and the mergers with WFS, SAI, SAA, Triad and APFS, the Company recorded approximately \$339.2 million of financial professional relationships, \$4.5 million of non-competition agreements, \$4.2 million of technology, and \$4.0 million of trade names at net carrying values as of January 1, 2024. The non-competition agreements and technology assets became fully amortized in 2024 and were disposed of in connection with the AMPA transfer and APFS merger. For more information, see "Note 3 – Common Control Transactions." Intangible assets, net consisted of the following as of December 31, 2024 (in thousands): | | Weighted
Average Life
Remaining
(in years) | Gross Carrying
Value | Accumulated
Amortization | Net Carrying
Value | |--------------------------------------|-----------------------------------------------------|-------------------------|-----------------------------|-----------------------| | Financial professional relationships | 4.5 | \$
1,224,577 | \$
(664,858) \$ | 559,719 | | Trade names | — | 55,113 | (55,113) | — | | Total intangible assets | | \$
1,279,690 | \$
(719,971) \$ | 559,719 | ## **NOTE 6 – INCOME TAXES** The following table presents the components of deferred tax assets (liabilities) as of December 31, 2024 (in thousands): | Deferred tax assets: | | |-----------------------------------------------------|----------------| | Capitalized research & development costs (Sec. 174) | \$
21,554 | | Accrued compensation | 1,408 | | State taxes | 4,981 | | Net operating losses | 3,603 | | Accrued expenses | 2,361 | | Other | 828 | | Total deferred tax assets | 34,735 | | Deferred tax liabilities: | | | Intangible assets | (120,755) | | Prepaid expenses | (3,285) | | Other | (2,505) | | Total deferred tax liabilities | (126,545) | | Deferred tax liabilities, net | \$
(91,810) | Filed pursuant to SEC Rule 17a-5(e)(3) under the Securities Exchange Act of 1934 as a PUBLIC DOCUMENT. {13}------------------------------------------------ The Company accrues interest and penalties related to unrecognized tax benefits in income tax expense. As of December 31, 2024, the Company had no liability recorded for unrecognized tax benefits. The Company files income tax returns in the federal jurisdiction, as well as most state jurisdictions, which are subject to routine examinations by the respective taxing authorities. In the federal jurisdiction, the tax years of 2021 to 2024 remain open to examination, and in the state jurisdictions, the tax years of 2020 to 2024 remain open to examination as of December 31, 2024. The Company does not have any tax positions at the end of the year for which it is reasonably possible that the total amounts of unrecognized tax benefits will significantly increase or decrease within 12 months of the reporting date. ## **NOTE 7 – RELATED PARTY TRANSACTIONS** "Receivables from affiliates" and "Payables to affiliates," as shown on the Statement of Financial Condition, are generally settled in cash on a monthly basis. OSA allocates certain revenues and expenses to the Company which results in receivables from and payables to OSA. #### **Loans to Financial Professionals** Loans to financial professionals represent amounts provided primarily as recruiting and retention incentives. All new loans to financial professionals are funded by and recorded at OSA, who is the loan counterparty. The loans are either repaid by the financial professionals based on a fixed repayment schedule using an incentive bonus provided by OSA or, in the case of forgivable loans, are amortized on a straight-line basis over the stated life of the loan. The expense related to incentive bonuses provided for loan repayments and forgivable loan amortization is charged to the Company by OSA. If a financial professional terminates their affiliation with the Company prior to the loan maturity date, the remaining balance becomes payable immediately, and payments are made to OSA. OSA has established an allowance for credit losses to offset amounts deemed uncollectible. In estimating an allowance for credit losses, management considers (i) whether the financial professional is actively affiliated with the Company or has terminated their affiliation with the Company, (ii) historical collection rates, (iii) current conditions and (iv) management forecasts. Credit losses from uncollectible balances or subsequent recoveries are charged to the Company by OSA. As of December 31, 2024, unamortized loans to financial professionals of \$350.8 million were recorded on OSA related to affiliated financial professionals of the Company. #### **Sponsor Investment in Affiliate** On November 25, 2024, OSHI's sponsor, Reverence Capital Partners, L.P. ("Reverence"), participated, along with several other firms, in the acquisition of a company which also provides wealth management technology to the Company for its affiliated financial professionals. The transaction did not impact the financial statement of the Company. ## **SEIA** OSHI owns a 9.9% interest in SEIA, and OSHI's sponsor, Reverence, owns a 55.1% interest. SEIA is an RIA firm offering investment management and financial planning services. Certain of the Company's financial professionals use SEIA's advisory platform and generate advisory revenues through this platform. #### **NOTE 8 – NET CAPITAL REQUIREMENTS AND EXEMPTIONS** The Company operates in a highly regulated industry. Applicable laws and regulations restrict permissible activities and investments and require compliance with various financial and client-related regulations. The consequences of noncompliance can include substantial monetary and non-monetary sanctions. In addition, the Company is subject to periodic examinations and supervision by various governmental and self-regulatory organizations. Certain withdrawals, including the {14}------------------------------------------------ payment of dividends, require the approval of the SEC and FINRA to the extent they exceed defined levels, even though such withdrawals would not cause net capital to be less than the minimum requirements. The Company is subject to the SEC's Net Capital Rule, which requires the maintenance of minimum net capital. The Company elected to compute net capital under the alternative method as permitted by SEC Rule 15c3-1, which requires the Company to maintain minimum net capital equal to the greater of \$250,000 or 2% of aggregate debit items. Net capital can fluctuate on a daily basis. The net capital and net capital requirements for the Company as of December 31, 2024 are summarized in the following table (in thousands): | Net Capital | Required Minimum Net Capital | | Excess Net Capital | |---------------|------------------------------|----|--------------------| | \$
161,912 | \$
250 | \$ | 161,662 | The Company is exempt from the computation for the determination of customer and PAB account reserve requirements and possession or control requirements under SEC Rule 15c3-3(k)(2)(i) and (k)(2)(ii) and because the Company's other business activities met the requirements specified in Footnote 74 of the SEC Release No. 34-70073 adopting amendments to 17 C.F.R. § 240.17a-5. ## **NOTE 9 – COMMITMENTS AND CONTINGENCIES** ## **Legal and Regulatory Matters** The Company is subject to claims and lawsuits arising in the normal course of business. The Company maintains errors and omissions insurance for certain claims and lawsuits. Amounts not covered by indemnification or insurance, including amounts less than the insurance deductible, will be paid directly by the Company. In addition, in the normal course of business, the Company discusses matters with its regulators raised during regulatory examinations or other inquiries. These matters could result in censures, fines, penalties or other sanctions. A purported class action regarding private placements offered by GPB Capital Holdings, LLC ("GPB") has named the Company as a defendant. This lawsuit was filed in the United States District Court for the Western District of Texas in October 2019 against GPB and a number of other defendants including its founder, distributing broker-dealer, auditor, fund administrator and approximately 76 broker-dealers that offered its funds, including the Company. The lawsuit alleges, among other things, fraud, breach of fiduciary duty, negligence and violations of the Texas Securities Act in connection with sales of private placements offered by GPB. Damages are unspecified. The Company intends to vigorously defend against these matters. On August 14, 2024, the Company and Osaic Services, Inc. ("OS"), an indirect wholly owned subsidiary of OSHI, were the subject of an Order Instituting Administrative and Cease-And-Desist Proceedings (the "Order") by the SEC pursuant to the SEC's industry-wide review of the use of off-channel communications by persons associated with broker-dealers and investment advisers. The Order required the firms to jointly and severally pay a fine of \$18 million in the aggregate and to agree to certain undertakings, including retention of a compliance consultant. As a result of the transfer of OS's broker-dealer and RIA business to the Company on September 1, 2023, any recorded and unrecorded liabilities related to OS that existed as of September 1, 2023 were transferred to the Company. The Company paid the fine in full during the third quarter of 2024. Four separate multi-claimant FINRA arbitration claims have named the Company as respondent with regard to certain limited partnership investments that were connected to a former financial professional of the Company. The claims allege responsibility by the Company for the actions of its former financial professional in relation to the partnership investments, and they also allege failure in supervision of the financial professional. Damages are unspecified and are not estimable at this time for a majority of claimants. {15}------------------------------------------------ As of December 31, 2024, the Company accrued approximately \$14.1 million for legal and regulatory matters. Refer to "Note 2 – Significant Accounting Policies and Basis of Presentation" for a discussion of the criteria for recognizing liabilities for contingencies. The Company may incur losses in addition to amounts accrued where the losses are greater than estimated by management, or for matters for which an unfavorable outcome is considered reasonably possible, but not probable. The Company estimates that the aggregate range of reasonably possible losses in excess of amounts accrued is from \$0 to \$18.7 million as of December 31, 2024. This estimated aggregate range of reasonably possible losses is based upon currently available information and takes into account the Company's best estimate of reasonably possible losses for matters as to which an estimate can be made. For certain matters, the Company does not believe an estimate can currently be made as some matters are in preliminary stages and some matters have no specific amounts claimed. The Company's estimate involves significant judgment given the varying stages of the proceedings and the inherent uncertainty of predicting outcomes. The estimated range will change from time to time as the underlying matters, stages of proceedings and available information change. Actual losses may vary significantly from the current estimated range. The Company believes, based on its current knowledge and after consultation with counsel, that the ultimate disposition of these legal and regulatory matters, individually or in the aggregate, is not likely to have a material adverse effect on the Company's financial condition. However, in the event of unexpected future developments, it is possible that the ultimate resolution of those matters, if unfavorable, may be material to the Company's results of operations for any particular period. ## **Indemnifications** In the normal course of business, the Company provides indemnifications and guarantees to certain service providers, such as clearing and custody agents, trustees and administrators, against specified potential losses in connection with their acting as an agent of, or providing services to, the Company. The Company also indemnifies some clients against potential losses incurred in the event specified third-party service providers, including sub-custodians and third-party brokers, improperly execute transactions. The Company has not recorded any contingent liability in the financial statement for these indemnifications as any potential payments under these agreements cannot be estimated and the contingencies triggering the obligation to indemnify have not occurred and are not expected to occur. The Company provides representations and warranties to counterparties in connection with a variety of commercial transactions and occasionally agrees to indemnify them against potential losses caused by the breach of those representations and warranties. The Company may also provide standard indemnifications to some counterparties to protect them in the event additional taxes are owed, or payments are withheld, due either to a change in or adverse application of certain tax laws. These indemnifications generally are standard contractual terms and are entered into in the normal course of business. The Company has not recorded any contingent liability in the financial statement for these indemnifications as any potential payments under these agreements cannot be estimated and the contingencies triggering the obligation to indemnify have not occurred and are not expected to occur. ## **Clearing Firms** In the normal course of business, the Company's client activities involve the execution, settlement and financing of various client securities transactions. The Company uses unaffiliated clearing firms to execute certain client transactions. Such transactions may expose the Company and the clearing firms to significant off-balance-sheet risk in the event margin requirements are not sufficient to fully cover losses which clients may incur. In the event clients fail to satisfy their obligations, the Company may be required to purchase or sell securities at prevailing market prices in order to fulfill the clients' obligations. The Company does not expect nonperformance by clients. There is no maximum risk of loss under such arrangement. Based on experience, the Company does not believe any potential losses will be material. #### **Concentrations of Credit Risk** The Company has receivables from unaffiliated clearing firms, which represent a concentration of credit risk should these clearing firms be unable to fulfill their obligations. Based on management's analysis and historical collections, there is no allowance established for receivables from unaffiliated clearing firms as of December 31, 2024 as the amounts are considered collectible. {16}------------------------------------------------ The Company maintains cash in bank deposit accounts at nationally recognized financial institutions, which, at times, may exceed federally-insured limits. The Company has not experienced any losses in such accounts and believes it is not exposed to any significant credit risk on cash. #### **NOTE 10 – SEGMENTS** The Company operates exclusively in the U.S. as one reportable segment and is managed on a consolidated basis. The Company provides an integrated technology suite of brokerage and investment advisory services and business management tools to independent financial professionals. For additional details about the Company's services, refer to "Note 1 – Organization and Description of the Company." The Company's CODM is the Chief Accounting Officer. The CODM evaluates the performance of, and allocates resources to, the Company based on net capital, which is not a measure of profit or loss. The CODM utilizes the monthly net capital analysis to determine what, if any, capital may be withdrawn and distributed to the parent company, or if a capital contribution is needed. For additional information relating to the Company's net capital, refer to "Note 8 – Net Capital Requirements and Exemptions." ## **NOTE 11 – SUBSEQUENT EVENTS** Management of the Company has performed an evaluation of subsequent events through February 21, 2025, which is the date the financial statement was available to be issued. On January 24, 2025, Osaic FA, Inc. and Osaic FS, Inc., which are companies under common control, merged the entirety of their broker-dealer and RIA businesses into the Company as non-cash transactions. Source: SEC EDGAR via Adviser Search (https://search.stillhousedata.com). Agents: see https://search.stillhousedata.com/llms.txt.