# INSIGNEO SECURITIES, LLC X-17A-5 (2026-03-03) — Broker-dealer annual report - Company: INSIGNEO SECURITIES, LLC - Form: X-17A-5 - Filed: 2026-03-03 - Period: 2025-12-31 - Accession: 0000879446-26-000003 - CIK: 879446 - File #: 8-44166 - Type: Broker-dealer - Material weakness: No - Auditor: BDO USA P.C. - Auditor location: Miami, FL - Contact: MIGUEL RIVERA CRUZ - Phone: 787-999-8012 - Email: miguel.rivera@insigneo.com - Website: insigneo.com - Signed by: MIGUEL RIVERA CRUZ (FINANCIAL & OPERATIONS PRINCIPAL) Original filing: https://www.sec.gov/Archives/edgar/data/879446/000087944626000003/isecshortallsec2025.pdf --- {0}------------------------------------------------ # INSIGNEO SECURITIES, LLC Report Pursuant to Rule 17a-5 Under the Securities Exchange Act of 1934 December 31, 2025 {1}------------------------------------------------ | | UNITED STATES | | OMB APPROVAL | | | | | |---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|------------------------------------|---------------------|----------------------------------------------------|--|--|--|--| | | SECURITIES AND EXCHANGE COMMISSION | | OMB Number: 3235-0123 | | | | | | | Washington, D.C. 20549 | | Expires: Nov. 30, 2026
Estimated average burden | | | | | | | | | hours per response: 12 | | | | | | ANNUAL REPORTS | | | SEC FILE NUMBER | | | | | | | FORM X-17A-5 | | 8-44166 | | | | | | | PARTII | | | | | | | | | | | | | | | | | | FACING PAGE | | | | | | | | Information Required Pursuant to Rules 17a-5, 17a-12, and 18a-7 under the Securities Exchange Act of 1934 | | | | | | | | | filing for the period beginning 01/01/25 | | AND ENDING 12/31/25 | | | | | | | | MM/DD/YY | | MM/DD/YY | | | | | | | A. REGISTRANT DENTIFICATION | | | | | | | | NAME OF FIRM: Insigneo Securities, LLC | | | | | | | | | TYPE OF REGISTRANT (check all applicable boxes):
[ Broker-dealer ] Security-based swap dealer __ Major security-based swap participant
Check here if respondent is also an OTC derivatives dealer | | | | | | | | | ADDRESS OF PRINCIPAL PLACE OF BUSINESS: (Do not use a P.O. box no.) | | | | | | | | | 1221 Brickell Avenue, 27th Floor | | | | | | | | | | (No. and Street) | | | | | | | | Miami | i | | 33131 | | | | | | (City) | (State) | | (Zip Code) | | | | | | PERSON TO CONTACT WITH REGARD TO THIS FILING | | | | | | | | | Miguel Rivera Cruz | 787-999-8012 | | miguel.rivera@insigneo.com | | | | | | (Name) | (Area Code-Telephone Number) | | (Email Address) | | | | | | B. ACCOUNTANT IDENTIFICATION | | | | | | | | | INDEPENDENT PUBLIC ACCOUNTANT whose reports are contained in this filing*
BDO USA P.C. | | | | | | | | | (Name - if individual, state last, first, and middle name) | | | | | | | | | 100 SE 2nd St. Suite 1700 Miami | | ﺘﺎ | 33131 | | | | | | Address) | (City) | (State) | (Zip Code) | | | | | | 10/08/2003 | | 243 | | | | | | | (Date of Registration with PCAOB)(if applicable) | | | (PCAOB Registration Number, if applicable) | | | | | | | FOR OFFICIAL USE ONLY | | | | | | | | Claims for exemption from the requirement that the annual reports of an independent public | | | | | | | | {2}------------------------------------------------ | Miguel Rivera Cruz | swear (or affirm) that, to the best of my knowledge and belief, the | | |--------------------------------------------------------------------|-------------------------------------------------------------------------------------------------------------------------------------|--| | tinancial report pertaining to the firm of Insigneo Securities LLC | , as of | | | 12/31 | 2 025 is true and correct. I further swear (or affirm) that neither the company nor any | | | | partner, officer, director, or equivalent person, as the case may be, has any proprietary interest in any account classified solely | | | as that of a customer. | | | - - - - - - - - - - - - - - - - - - - - - - - - - - {3}------------------------------------------------ | C O N T E N T S | | |-----------------|--| |-----------------|--| | C O N T E N T S | | | |---------------------------------------------------------|-----------|--| | | Page | | | | | | | REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM | 1 | | | FINANCIAL STATEMENTS | | | | Statement of Financial Condition | 2 | | | Notes to Financial Statements | 3
- 18 | | | | | | | | | | {4}------------------------------------------------ ![](_page_4_Picture_0.jpeg) www.bdo.com # Report of Independent Registered Public Accounting Firm Board of Directors and Member Insigneo Securities, LLC Miami, Florida ### Opinion on Financial Statement We have audited the accompanying statement of financial condition of Insigneo Securities, LLC (the "Broker-Dealer") as of December 31, 2025, 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 Broker-Dealer at December 31, 2025, in conformity with accounting principles generally accepted in the United States of America. ### Basis for Opinion This financial statement is the responsibility of the Broker-Dealer's management. Our responsibility is to express an opinion on the Broker-Dealer's financial statement based on our audit. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB. BDO USA, P.C., a Virginia professional corporation, is the U.S. member of BDO International Limited, a UK company limited by guarantee, and forms part of the 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 provides a reasonable basis for our opinion. Miami, Florida We have served as the Broker-Dealer's auditor since 2022. February 27, 2026 international BDO network of independent member firms. {5}------------------------------------------------ # INSIGNEO SECURITIES, LLC STATEMENT OF FINANCIAL CONDITION DECEMBER 31, 2025 # ASSETS | TOTAL ASSETS | \$ 119,775,999 | |---------------------------------------------------|-----------------| | Intangible assets, net | 9,437,204 | | Property and equipment, net | 4,783,817 | | Right of use lease assets, net | 13,451,374 | | Prepaid expenses and other assets | 2,604,918 | | Receivable from related parties | 1,329,183 | | Broker advances, notes, and other receivables | 20,135,993 | | Receivable from brokers and clearing organization | 58,089,420 | | Securities owned, at fair value | 6,672,944 | | Restricted cash | 1,313,673 | | Cash and cash equivalents | \$
1,957,473 | # LIABILITIES AND MEMBER'S EQUITY | LIABILITIES | | |---------------------------------------|-----------------| | Accounts payable and accrued expenses | \$
7,224,264 | | Commissions payable | 19,494,141 | | Payable to related parties | 3,619,510 | | Lease liabilities | 16,174,149 | | TOTAL LIABILITIES | 46,512,064 | | | | ### COMMITMENTS AND CONTINGENCIES (Note 15) | MEMBER'S EQUITY | 73,263,935 | |-----------------------------------------------------|----------------| | TOTAL LIABILITIES AND MEMBER'S EQUITY | \$ 119,775,999 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | See accompanying notes to the financial statements. | | | 2 | | | | | {6}------------------------------------------------ # INSIGNEO SECURITIES, LLC NOTES TO FINANCIAL STATEMENTS # Description of Business and Organization NOTE 1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Insigneo Securities, LLC (the "Company") was organized on December 24, 1998, as a Florida Limited Liability Company as Hencorp Becstone Securities, L.C. On June 9, 2003, it amended its Articles of Organization effectively changing its name to Global Investor Services, L.C. On July 3, 2017, it amended its Articles of Organization once again effectively changing its name to its current name Insigneo Securities, LLC. The Company, whether directly or indirectly is a wholly owned subsidiary of Insigneo Financial Group, LLC (the "Parent"). The Company is approved as a registered broker-dealer pursuant to Section 15(b) of the Securities Exchange Act of 1934. In addition, the Company is a member firm of the Financial Industry Regulatory Authority ("FINRA") and the Securities Investor Protection Corporation ("SIPC"). As an introducing broker-dealer, the Company does not carry security accounts for customers or perform custodial functions relating to customer funds or securities and is, therefore, exempt from the provisions of Rule 15c3-3 of the Securities Exchange Act of 1934. For its activities conducted in Puerto Rico, the Company is registered with the Office of the to the Puerto Rico Uniform Securities Act, as amended. The C Company is also licensed by the OCFI to operate an international banking entity unit ("IBE Unit") under an international banking entity license issued on February 4, 1999 pursuant to Puerto Rico Act Division (the "International Division"), was established within the PR Branch to manage the activities permitted under the IBE license. Currently, the Company sells listed and over-the-counter equities, listed options, mutual funds, and government and corporate bonds to retail investors, primarily on a riskless principal basis. The Company also provides execution and administrative services to sub-brokers and other financial intermediaries, both foreign and domestic. The Parent is the Company's ultimate beneficiary and is not personally liable for the liabilities of the Company. The failure of the Company to observe any formalities or requirements relating to the exercise of its power or the management of its business or affairs is not grounds for imposing personal liability on the Company's sole member. ### Government and Other Regulation The Company's business is subject to significant regulation by various governmental agencies and self-regulatory organizations. Such regulation includes, among other things, periodic examinations by these regulatory bodies to determine whether the Company is conducting and reporting its operations in accordance with the applicable requirements of these organizations. {7}------------------------------------------------ # Method of Accounting NOTE 1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued) The financial statements of the Company have been prepared in conformity with accounting principles generally accepted in the United States of America (GAAP). GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenue and expenses during the reporting period. Actual results could differ from those estimates and the differences may be material to the financial statements. Restricted cash consists of contractually restricted account balances held at the Company's clearing # Cash and Cash Equivalents Cash and cash equivalents include cash held at banks and other highly liquid investments with original maturities of three months or less. The Company may, during the course of operations, maintain cash balances in excess of federally insured limits. Cash denominated in foreign currencies is valued at quoted exchange rates. # Securities Owned Securities owned are recorded at fair value. Securities transactions are recorded on a trade-date basis. # Restricted Cash broker and time deposits with a banking financial institution entity and deemed restricted as required by laws and regulations for which the Company's operations are subject to. # Property and equipment, Depreciation and Amortization Property and equipment are stated at cost. Expenditures for property and equipment which substantially increase useful lives are capitalized. Depreciation and amortization is provided for on a straight-line basis over the useful lives of the respective assets ranging from 3 to 7 years or the term of the lease. When assets are retired or otherwise disposed of, their costs and related accumulated depreciation or amortization are removed from the accounts. and loans and the amortized balance of forgivable loans. Forgivable loans are amortized on a monthly ### Broker Advances and Notes Receivable Broker advances and notes receivable are comprised of balances due from brokers and certain former brokers. The carrying amount of the balances reflects the unrepaid portion of non-forgivable advances basis over the life of the loan. Non-forgivable advances and notes receivable are charged off against the allowance after all means of collections have been exhausted and the potential for recovery is considered remote. Amortized forgivable loan balances, whose agreement provisions are breached, are reinstated to the most recent forgiveness date and collection efforts are enacted. {8}------------------------------------------------ # Income Taxes NOTE 1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued) The Company is a Limited Liability Company, which is classified as a disregarded entity for federal income tax purposes. Its operations include activity in Puerto Rico where it is treated as a pass-through entity. As such, its taxable income or loss is reflected on the Parent's income tax return. No provision for income taxes is included in the accompanying financial statements, as the Parent does not allocate income taxes to the Company. The Company assesses its tax positions in accordance with "Accounting for Uncertainties in Income Taxes" as prescribed by the Accounting Standards Codification, which provides guidance for financial statement recognition and measurement of uncertain tax positions taken or expected to be taken in a tax return for open tax years that remain subject to examination by the Company's major tax jurisdictions. The Company believes it does not have any significant uncertain tax positions requiring recognition or measurement in the accompanying financial statements. For the 2025 tax year, entities required to file audited financial statements with their income tax returns, may file standalone audited financial statements and, in lieu of providing audited consolidated financial statements, should disclose in the notes to the financial statements the names of related entities engaged in active trade or business in Puerto Rico, as defined by the Puerto Rico Internal Revenue Code of 2011. Please refer to Note 5 for further information. # Receivables from brokers and clearing organization The Company's receivables from its clearing organization includes amounts receivable from unsettled trades, including amounts related to accrued interest receivable, cash deposits and balances related to the Company's participation in a sweep program, under which excess cash is automatically invested in a money market mutual fund. The Company's trades are cleared through its clearing broker and settled daily between the clearing broker and the Company. Because of the daily settlement, the amount of unsettled exposure is limited to the amount owed the Company for a very short period. The Company continually reviews the credit quality of its counterparties. # Equity-based Compensation The Parent has issued performance-based incentive units to certain officers and financial advisors of the Company. The Company measures compensation cost for all unit-based awards at fair value on the date of grant and recognizes compensation expense over the requisite service period. The fair value of the unit grant is determined using the Black-Scholes valuation approach. Forfeitures are recorded as they occur. Accordingly, compensation cost is recognized as if all awards are expected to vest, and previously recognized compensation cost is reversed in the period in which an award if forfeited due to failure to satisfy a service condition. ## ASC 606 Revenue Recognition All revenues are recorded in accordance with Accounting Standards Codification ("ASC") 606 "Revenue from Contracts with Customers", which is recognized when: (i) a contract with a client has been identified, (ii) the performance obligation(s) in the contract have been identified, (iii) the transaction price has been determined, (iv) the transaction price has been allocated to each performance obligation in the contract, and (v) the Company has satisfied the applicable performance obligation over time. {9}------------------------------------------------ The Company classifies its revenues into the following categories: NOTE 1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued) Mutual fund fees – the Company has selling agreements with mutual fund companies that allow the Company to sell that company's products to clients resulting in a commission or sales load. Revenues from the sale of mutual fund products are recognized on a trade date basis. Brokerage contracts (trades) outline the transaction services to be performed for a client under the contract and do not have a term. The selling agreements, along with the prospectuses for mutual funds, also allow the Company to earn service fees for providing certain ongoing distribution and marketing support services for that company's products which are held by our clients in the form of 12b-1 payments and retrocessions. As mutual fund revenue is based on the market value of the clients' investment holdings, this variable consideration is constrained until the market value is determinable, which is usually monthly or quarterly. Mutual fund fee revenues recognized in the current period include performance obligations that have been satisfied in prior periods. Principal transactions – the Company effects riskless principal transactions which are trades executed Commissions – consist of charges to clients for the purchase or sale of equities, options, and some fixed income products. Revenues are recognized on a trade date basis. Brokerage contracts (trades) outline the transaction services to be performed for a client under the contract and do not have a term. through the Company's proprietary account with a customer order in hand, resulting in little or no market risk to the Company. Revenue from riskless principal transactions consists of mark-ups and mark-downs that result from the Company's purchase and sale of over-the-counter corporate obligations, certificates of deposit including structured notes, and municipal obligations. Revenues are recognized on a trade date basis. Brokerage contracts (trades) outline the transaction services to be performed for a client under the contract and do not have a term. Money market sweep - consists of amounts earned through the automatic investment of uninvested customer cash balances into sweep programs offered by our clearing organization. Revenue includes our share of fees associated with assets swept into money market mutual funds, as well as deposit interest participation related to customer balances placed in bank deposit programs. These revenues va the sweep arrangements in accordance with ASC 606. Account maintenance fees – consist of fees charged to clients for various services performed by the Margin interest - assessed to customer accounts related to customer margin account balance at the close each business day. The fee is variable and is based on a determined fee of the margin account balance at which time the performance obligation has been fulfilled. The structure is viewed as an atwill agreement under ASC 606, the revenues of which are recognized immediately. Company including the supervision of account activity, ensuring compliance with industry rules and regulations, distributing client funds as requested, and other administrative and operational activities. This fee is charged semi-annually in advance. There is no contract or specific performance obligation associated with the fee, however, the fee is deferred and recognized over the six-month period. Interest income – interest income is recognized on the accrual basis. {10}------------------------------------------------ NOTE 1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued) Advisory platform fee – Consists of charges to clients for the use of the Company's sub-clearing organization advisory platforms of which the Company is the sponsor of the fee Program. The Company bills quarterly in arrears and collection typically occurs within thirty days. As advisory platform fee revenue is based on the market value of the clients' investment holdings, this variable consideration is constrained until the market value is determinable, which is usually quarterly. Advisory platform fee revenues recognized in the current period include performance obligations that have been satisfied in prior periods. Transaction fee rebates – consist of rebates received from the clearing organization related to ticket charges, wire fees, and operational activity. Under ASC 606, these rebates represent variable consideration earned as the underlying transactions occur. Revenue is recognized when the related activity is completed, as it is probable that no significant reversal will occur. Rebates are settled monthly in accordance with the clearing agreement, and the Company acts as a principal, as it controls the activities that generate the rebates. Other income – consist of sub-clearing income, service fees, and other fees associated with processing transactions and client requests. These fees are charged as the specific performance obligation is performed and recognized as received. Sub-clearing income is charged by the Company to certain affiliates, independent regulated foreign institutions, and U.S regulated registered investment advisors (collectively "sub-clearing firms") for providing certain administrative services and instructing the clearing broker to carry the customer accounts of the sub-clearing firms for which the Company acts as a reintroducing firm. The fees charged by the Company are based on the trading activity of the subclearing firm's clients and they are subject to a minimum monthly clearing charge or a commission fee. The agreement with the sub-clearing firms can be terminated upon thirty days prior written notice. The performance obligations under these agreements transfers control of the services to the subclearing firms over time as the services are performed. This revenue is recognized ratably over time to match the continued delivery of the performance obligations to the sub-clearing firms over the life of the contract. The Company bills in arrears and collection typically occurs within thirty days. When another party is involved in providing goods or services to a customer, the Company assesses whether the nature of its promise is a performance obligation to provide the specified goods or services to be provided by the third-party. ### Measurement of Credit Losses on Financial Instruments The Company accounts for estimated credit losses in accordance with ASC Topic 326, Financial Instruments – Credit Losses ("ASC 326"). ASC 326 impacts the impairment model for certain financial assets by requiring a current expected credit loss ("CECL") methodology to estimate expected credit losses over the entire life of the financial asset. Under ASC 326, the Company could determine there are no expected credit losses in certain circumstances (e.g., based on the credit quality of the client). The Company identified receivables from clearing brokers and other receivables (including, but not limited to, receivables related to securities transactions, and advisory fees) as impacted by the guidance. The allowance for credit losses is based on the Company's expectation of the collectability of financial instruments, including receivables from clearing brokers and other receivables utilizing the CECL framework. {11}------------------------------------------------ NOTE 1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued) The Company considers factors such as historical experience, credit quality, age of balances and current and future economic conditions that may affect the Company's expectation of collectability in determining the allowance for credit losses. ### ASC 842 Leases In accordance with ASC 842 – Leases, the Company records a right-of-use asset and related operating lease liability on the statement of financial condition for leases in excess of one year. Such amounts are based on the net present value of future lease obligations, using an incremental borrowing rate to determine the Company's effective cost of capital. Lease costs for lease payments are recorded on a straight-line basis over the term of the lease. (See Note 10). ### Acquisitions The Company determines whether to account for an acquisition as a business combination or as an asset acquisition based on whether or not substantially all the fair value of the gross assets acquired is concentrated in a single identifiable asset or group of similar identifiable assets. When the substantially all threshold is not met, the Company evaluates the acquired set to determine if it meets the definition of a business under ASC 805. If the acquired set does not meet the definition of a business, the Company accounts for acquisitions as asset acquisitions. Asset acquisitions are accounted for under a cost accumulation model in which the total costs of the assets acquired is allocated to the assets acquired. Accounting for asset acquisitions requires the Company to make significant estimates and assumptions with respect to the useful life and fair value of the intangible assets purchased. Certain of the Company's acquisitions include contingent consideration, which may result in the transfer of additional cash consideration to the sellers if certain asset or revenue growth is achieved in the years following an acquisition. For contingent consideration payable in cash for asset acquisitions, the Company first evaluates whether the contingent consideration meets the definition of a derivative in ASC 815. If so and the contingent consideration does not meet any of the scope exceptions in ASC 815, the Company recognizes the contingent consideration at fair value on the acquisition date and recognizes subsequent changes in earnings. Any liabilities recognized for contingent consideration payable in cash that is deemed to be a derivative are included within contingent consideration liability in the statement of financial condition. derivative but qualifies for one of the scope exceptions, the Company recognizes a liability when the If contingent consideration payable in cash does not meet the definition of a derivative or is a consideration becomes probable and estimable. When the acquisition consists of more than a single identifiable intangible asset or group of similar intangible assets being acquired or the acquired set meets the definition of a business, then the Company accounts for acquisition as a business combination. The Company recognizes separately the assets acquired, liabilities assumed, and any liabilities for contingent consideration, as applicable, at their acquisition date fair values. {12}------------------------------------------------ NOTE 1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued) Goodwill is recognized for business combinations as of the acquisition date and is measured as the excess of consideration transferred and the net of the acquisition date fair values of the assets acquired and the liabilities assumed or recorded. The Company finalizes the purchase price allocation once certain initial accounting valuation estimates are finalized, and no later than 12 months following the acquisition date. # Segment Reporting The Company is engaged in a single line of business as a non-clearing broker-dealer, which is comprised of several classes of services, such the selling of listed and over-the-counter equities, listed options, mutual funds, and government and corporate bonds to retail investors, primarily on a riskless principal basis. The Company also provides execution and administrative services to sub-brokers and other financial intermediaries, both foreign and domestic. The Company has identified the Chief Financial Officer of the Company's parent as the chief operating decision maker ("CODM"), who uses net income to evaluate the results of the business, predominantly in the forecasting process, to manage the Company. Additionally, the CODM in coordination with the Company's Principal Financial Officer uses excess net capital (see Note 9), which is not a measure of profit and loss, to make operational decisions while maintaining capital adequacy, such as whether to reinvest profits or pay dividends to the Company's parent. The Company's operations constitute a single operating segment and therefore, a single reportable segment, because the CODM manages the business activities using information of the Company as a whole. The accounting policies used to measure the profit and loss of the segment are the same as those described in the summary of significant accounting policies. Under the clearing agreement, the Clearing Organization clears securities transactions, on a fully At December 31, 2025, the amount receivable from the Clearing Organization represents cash # Reclassification Certain prior year amounts have been reclassified to conform to current year presentation. ### NOTE 2. RECEIVABLE FROM BROKERS AND CLEARING ORGANIZATION The Company maintains a clearing agreement with Pershing, LLC ("Clearing Organization"), a clearing organization of Bank of New York, whose principal office is in Jersey City, New Jersey. disclosed basis, and carries account assets for the Company and its clients. maintained at the Clearing Organization, commissions and other revenues earned but not yet paid. As required by the agreement with the Clearing Organization, as of December 31, 2025, the Company was required to maintain a minimum clearing deposit of \$500,000, which is reflected as restricted cash in the accompanying statement of financial condition. The receivable from the Clearing Organization as of December 31, 2025, is \$41,269,351 and relates to commissions and fees receivable that were settled and unsettled, along with balances related to the {13}------------------------------------------------ # (CONTINUED) NOTE 2. RECEIVABLE FROM BROKERS AND CLEARING ORGANIZATIONS Company's participation in a sweep program, which are included in receivables from brokers and clearing organization. The Company has agreed to indemnify the Clearing Organization for losses that they may sustain from the client accounts introduced by the Company. At December 31, 2025, the Clearing Organization has made no claims for client related losses and the Company has made no reserve for potential future losses. The Company is subject to credit risk of the Clearing Organization if it is unable to repay balances amount receivable from these broker-dealers and mutual funds companies as of December 31, 2025, due or deliver securities in its custody. The Company also maintains business relationships with other broker-dealers and mutual fund companies through whom they purchase or sell certain fixed income securities and mutual funds. The amounts to \$16,820,069. # NOTE 3. FAIR VALUE MEASUREMENTS The Company's investments are reported at fair value in the accompanying statement of financial condition. The methods used to measure fair value may produce an amount that may not be indicative of net realizable value or reflective of future values. Furthermore, although the Company believes its valuation methods are appropriate and consistent with other market participants, the use of different methodologies or assumptions to determine the fair value of certain financial instruments could result in a different fair value measurement at the reporting date. GAAP establishes a framework for measuring fair value. That framework provides a fair value hierarchy that prioritizes the inputs to measure fair value. The hierarchy gives the highest priority to unadjusted quoted prices in markets for identical assets or liabilities (level 1 measurements) and the lowest priority to unobservable inputs (level 3 measurements). The three levels of the fair value hierarchy are described below: Level 1: Quoted market prices in active markets for identical assets or liabilities. - Level 2: Observable market-based inputs or unobservable inputs that are corroborated by market data, such as quoted prices for similar assets or liabilities or model-derived valuations. - Level 3: Unobservable inputs that are not corroborated by market data. These inputs reflect a company's own assumptions about the assumptions a market participant would use in pricing the assets or liabilities. The asset or liability's fair value measurement level within the fair value hierarchy is based on the lowest level of any input that is significant to the fair value measurement. The designated level for security is not necessarily an indication of the risk associated with investing in that security. {14}------------------------------------------------ NOTE 3. FAIR VALUE MEASUREMENTS (CONTINUED) Marketable securities owned and sold, not yet purchased, consist of US treasury bills, money markets and structured note securities recorded at market values, as follows: | Marketable securities owned and sold, not yet purchased, consist of US treasury bills, money markets
and structured note securities recorded at market values, as follows: | | Sold, Not Yet | | |-------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|------------------------|---------------|--------| | | Owned | Purchased | | | US treasury bills
Structured note securities | \$ 6,574,657
98,287 | \$ | -
- | | Total | \$
6,672,944 | \$ | - | ### NOTE 4. INTERNATIONAL DIVISION | NOTE 4. | INTERNATIONAL DIVISION | | | |---------|--------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|----|-------------------| | | As described in Note 1, the Company operates the International Division, which is exempt from Puerto
Rico income tax, as well as property and volume of business taxes, pursuant to the IBE Act. The
International Division is managed as a unit of the Company. The financial results of the International
Division are combined with other divisions of the Company in the accompanying financial statements. | | | | | | | | | | Selected financial information of the International Division follows: | | December 31, 2025 | | | Cash
and cash equivalents | \$ | 279,289 | | | Securities owned, at fair value | | 1,998,840 | | | Deposit at interest | | 800,490 | | | Other assets | | 22,690,405 | | | Total assets | \$ | 25,769,024 | | | Total liabilities | \$ | 2,464,637 | As required by the IBE Act, the International Division maintains an unencumbered asset in the amount considered restricted. In addition, as required by Regulation No. 4793 issued pursuant to the IBE act by the Commissioner of Insurance of Puerto Rico, the Company also maintains another \$300,000 time deposit with the same financial institution of Puerto Rico, which is also considered restricted. These restricted funds are included as part of restricted cash in the accompanying statement of financial condition. {15}------------------------------------------------ NOTE 5. INCOME TAXES As described on Note 1, the Company is classified as a disregarded entity for federal income tax and as a pass-through entity for Puerto Rico tax purposes. As such, the Company is not a taxpaying entity for federal income tax purposes, and no provision for federal income taxes has been recorded in the accompanying financial statements. activities as long as it was in compliance and maintained its license under the International Banking The results of operations are included in the income tax return of its owners, and income taxes are the responsibility of the sole member. The Company is generally exempt from Puerto Rico income taxes with respect to income from eligible Entity Center Regulatory Act of 1989, as amended. The Company could potentially be subject to income tax audits in the Commonwealth of Puerto Rico for taxable years 2022 to 2025, until the applicable statute of limitations expires. # NOTE 6. EXPENSE SHARING ARRANGEMENTS The Company entered into expense sharing arrangements with an affiliated registered investment advisor Insigneo Advisory Services, LLC, on which the Company was reimbursed personnel expense of \$735,131. It also received management fees covering the allocation of certain expenses and services in the amount of \$1,711,920, reducing the components under compensation and benefits, occupancy and equipment, management and processing fees and other expenses. As of December 31, 2025, the amount of \$357,299 was unpaid, included as a component of receivable from related parties. At December 31, 2025, the Company separately owes \$3,619,510 to certain related parties under Parent and subsidiaries \$ 1,327,813 \$3,569,037 # NOTE 7. RELATED PARTIES At December 31, 2025, the Company is owed \$1,329,183 by its related parties under common control. common control. These balances resulted from the Company's and its related parties payment of expenses related to services, commissions, personnel costs and expenses charged to the Company for facilities usage. Total \$ 1,329,183 \$3,619,510 In addition to expense sharing arrangements described in Note 6, the Company engages in retail Balances with related parties as of December 31, 2025 were: | | Receivable | Payable | | |---------------------------------------------------|------------|---------|--| | | | | | | Insigneo Financial Holdings, LLC and subsidiaries | 1,370 | 50,473 | | | | | | | brokerage services in various countries in Latin America. The Company entered into service agreements with affiliates in Latin America that supports the retail brokerage services. {16}------------------------------------------------ NOTE 7. RELATED PARTIES (CONTINUED) As part of the non-forgivable advances and notes receivables program, the Company entered a nonrecourse inter-affiliate funding arrangement with affiliate Insigneo Asesor Internacional S.A. (Asesores) to expand the brokerages services covered on the service agreements between the entities. The carrying amount of the balances reflects the unrepaid portion of non-forgivable advances and loans and the amortized balance of forgivable loans. Forgivable loans are amortized on a monthly basis over the life of the loan. For the year ended December 31, 2025, the carrying amount of this activity amounted to \$965,833 which were reported under the receivable from related parties caption in the statement of financial condition (included as part of the receivable amount of \$1,329,183 owed to the Company), net of \$1,192,222 of amortization. Non-forgivable advances and notes receivable with affiliates are charged off against the allowance after all means of collections have been exhausted and the potential for recovery is considered remote. Amortized forgivable funding arrangement balances, whose agreement provisions are breached, are reinstated to the most recent forgiveness date and collection efforts are enacted. # NOTE 8. PROPERTY AND EQUIPMENT | NOTE 8. | PROPERTY AND EQUIPMENT | | |--------------|--------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------| | | Property and equipment at December 31, 2025 consisted of the following: | | | | Furniture, fixtures and equipment | \$
1,507,662 | | | Leasehold improvements | 646,458 | | | Software and Programs | 5,678,943 | | | | Total
7,833,063 | | | Accumulated depreciation | (3,049,246) | | | | Net
\$ 4,783,817 | | \$24,276,325 | indebtedness to net capital, both as defined, shall not exceed
requirement is defined as the greater of \$250,000 or 6-2/3% of the aggregate indebtedness.
December 31, 2025, the minimum net capital requirement was calculated to be \$2,201,560.
At December 31, 2025, the Company had net capital of \$26,477,885
and its aggregate indebtedness was 124.72% of its net capital. | The Company is subject to the Securities and Exchange Commission Uniform Net Capital Rule (Rule
15c3-1) which requires the maintenance of minimum net capital and requires the ratio of aggregate
15 to 1.
The minimum net capital
As of
which exceeded requirements by | | NOTE 10. | LEASE COMMITMENTS | | | | The Company leases office space under non-cancellable operating lease agreements. | | # NOTE 9. NET CAPITAL REQUIREMENT The Company is subject to the Securities and Exchange Commission Uniform Net Capital Rule (Rule 15c3-1) which requires the maintenance of minimum net capital and requires the ratio of aggregate December 31, 2025, the minimum net capital requirement was calculated to be \$2,201,560. NOTE 10. LEASE COMMITMENTS The Company leases office space under non-cancellable operating lease agreements. {17}------------------------------------------------ NOTE 10. LEASE COMMITMENTS (CONTINUED) These leases have remaining lease terms ranging from 5 to 8 years, some of which include options to extend the leases for up to 5 years. The Company's lease agreements do not contain any material residual value guarantees or restrictive covenants. Weighted-average remaining lease term is 6.79 years Weighted-average discount rate: 11.22% Balance Sheet: Right of use assets: \$13,451,374 Lease liabilities: \$16,174,149 The Company has made certain assumptions and judgments in determining the lease term and discount rate. The lease term includes periods covered by an option to extend the lease if the Company is reasonably certain to exercise that option. The discount rate is based on the Company's incremental borrowing rate at the lease commencement date, as the rate implicit in the lease is not readily determinable. | The approximate minimum annual lease payments required under the lease agreements as of
Year ended December 31:
2026
\$ 3,128,041
2027
3,352,194
2028
3,439,060
2029
3,471,597
2030
3,283,507
Thereafter
6,772,840
Total payments due under operating lease liabilities
23,447,239
Less discount to present value
(7,273,090)
Total operating lease liabilities
\$ 16,174,149
EQUITY BASED COMPENSATION
The Company has awarded Class C units of Insigneo Partners, LLC, a member of Parent, pursuant to
an Equity Unit Participation Plan effective January 1, 2021. Pursuant to operating agreement of
Insigneo Partners, LLC, the Class C units are profit interest units that track the performance and
and are initially issued with a value of zero. As the valuation of the Parent
increases after the issuance of the Class C units, the Class C units become valuable, thus allowing
can only be materialized upon the existence of a market to sell the units, either through a sale of the
Parent or through a listing of the units of the Parent in the public equity capital markets. | | | |-------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|-----------------------------------------------|--| | | December 31, 2025, are summarized as follows: | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | NOTE 11. | | | | valuation of the Parent | | The Company has awarded Class C units of Insigneo Partners, LLC, a member of Parent, pursuant to an Equity Unit Participation Plan effective January 1, 2021. Pursuant to operating agreement of Insigneo Partners, LLC, the Class C units are profit interest units that track the performance and increases after the issuance of the Class C units, the Class C units become valuable, thus allowing unitholders to participate in the future potential profits from an increase in the value of the Parent that can only be materialized upon the existence of a market to sell the units, either through a sale of the Parent or through a listing of the units of the Parent in the public equity capital markets. {18}------------------------------------------------ NOTE 11. EQUITY BASED COMPENSATION (CONTINUED) During the year ending on December 31, 2021, a total of 88 Class C units were granted to three employees of the Company. The units vest 20% per year over five years. During the year ending on December 31, 2022, a total of 20 Class C units were granted to two financial advisors. The units vest 100% on the five-year anniversary. A certain group of Financial Advisors were awarded Class C units, which are profit interest units initially valued at zero but become valuable as Insigneo's valuation increases. FAs were divided into two groups with different vesting schedules: Group 1: Five-year vesting from August 1, 2023, to August 1, 2027. Group 2: Three-year vesting from August 1, 2025, to August 1, 2027, with potential accelerated vesting if certain conditions are met. units previously subject to contingent vesting conditions were forfeited after the related Financial Advisor did not meet the required performance thresholds. Effective January 1, 2023, the Board of Directors of the Parent and of Insigneo Partners, LLC As a result of this forfeiture, the contingent award was not granted, no further compensation cost was recognized, and previously recorded expense associated with the unvested units was reversed in the period of forfeiture, in accordance with ASC 718. Following this event, the total Class C units outstanding was 23,900 units. concurrently approved a 100 to 1 unit split, resulting in each member having its units increase in a one hundred to one ratio. This means that the 88 Class C units granted in 2021 are 8,800 as of January 1, 2023 and the 20 Class C units granted in 2022 are 2000, as of January 1, 2023. On May 31, 2023, a total of 11,360 Class C units were granted to four financial advisors. The units vest 33.33% per year over three years. During the year ending on December 31, 2024, a total of 1,627 Class C units were granted to three employees of the Company. In total, 47,687 Class C units have been granted as of December 31, 2025. # NOTE 12. 401(K) RETIREMENT PLAN The Company sponsors a 401(K)-retirement plan, which allows eligible employees, those that are over age 21 and work at least 30 hours per week, to voluntarily defer a percentage of their salaries. The Company maintains a discretionary employer match. {19}------------------------------------------------ # PNC Investments, LLC NOTE 13. ACQUISITIONS On August 16, 2023, the Company entered into an Asset Purchase Agreement with PNC Investments, LLC to acquire its advisor relationships and certain employees that service the PNC International Wealth Management segment, subject to customary closing conditions and regulatory approval. The purchase consideration was structured as an upfront payment of \$5,608,416 upon closing and an additional contingent consideration of \$3,328,000 payable on the year one anniversary of the acquisition, subject to the end-client assets and advisors being successfully transitioned to the Company. The acquisition was completed on December 1, 2023. The Company has accounted for this acquisition as an asset acquisition as it deems that substantially all the fair value of the acquired set is concentrated in a single identifiable asset or group of similar identifiable assets and has recorded an advisor relationship intangible asset of \$11,520,662, assigning it a useful life of 10 years. The Company has evaluated that the contingent consideration meets the definition of a derivative and it does not qualify for any of the scope exceptions in ASC 815. On the one-year anniversary, November 30, 2024, the contingency reassessment resulted in incremental consideration of \$931,000, which PNC is entitled to per the contract. Consequently, contingent consideration totaling \$4,259,328, was included as contingent consideration liability as of December 31, 2024, which was subsequently paid by the Company to PNC in January 2025. The intangible asset continues to be amortized over its original useful life with no impairment indicators. Contingent consideration has been fully settled, and no further adjustments are expected. The Company has recorded intangible assets amortization expense of \$1,192,060 for the year ended on December 31, 2025. The expected intangible asset amortization expense for the next five years, and thereafter, are summarized as follows: | summarized as follows: | | The expected intangible asset amortization expense for the next five years, and thereafter, are | |------------------------|-------------------------|-------------------------------------------------------------------------------------------------| | | Year ended December 31: | | | | 2026 | \$ 1,192,066 | | | 2027 | 1,192,066 | | | 2028 | 1,192,066 | | | 2029 | 1,192,066 | | | 2030 | 1,192,066 | | | Thereafter | 3,476,874 | | | Total | \$ 9,437,204 | | NOTE 14. | RISK CONCENTRATION | | The Company is engaged in various trading and brokerage activities in which counterparties primarily include broker-dealers, banks, and other financial institutions. In the event counterparties do not fulfill their obligation, the Company may be exposed to market risk for transactions that do not settle. It is the Company's policy to review, as necessary, the credit standing of each counterparty. {20}------------------------------------------------ NOTE 14. RISK CONCENTRATION (CONTINUED) In the normal course of business, the Company's customer activities involve the execution, settlement, and financing of various customer securities transactions. These activities may expose the Company to off-balance-sheet risk in the event the customer or other broker is unable to fulfill its contracted obligations and the Company has to purchase or sell the financial instrument underlying the contract at a loss. exchange regulations. Such transactions may expose the Company to significant off-balance-sheet risk in the event margin requirements are not sufficient to fully cover losses that customers may incur. The Company's customer securities activities are transacted on either a cash or margin basis. In margin transactions, the clearing broker extends credit to its customers, subject to various regulatory and internal margin requirements, collateralized by cash and securities in the customers' accounts. In connection with these activities, the Company executes customer transactions involving the sale of securities not yet purchased, all of which are transacted on a margin basis subject to individual In the event the customer fails to satisfy its obligations, the Company may be required to purchase or sell financial instruments at prevailing market prices to fulfill the customer's obligations. The Company seeks to control the risks associated with its customer activities by requiring customers to maintain margin collateral in compliance with various regulatory and internal guidelines. The Company monitors required margin levels daily and, pursuant to such guidelines, requires the customer to deposit additional collateral or to reduce positions when necessary. losses in connection with their acting as an agent of, or providing services to, the Company or its In addition, financial instruments which potentially subject the Company to significant concentrations of credit risk consist principally of cash and money market funds. The Company maintains accounts with various financial institutions. The Company has exposure to credit risk to the extent its cash exceeds the \$250,000 covered by federal deposit insurance or \$500,000 covered by SIPC. # NOTE 15. COMMITMENTS AND CONTINGENCIES ### Indemnifications In the normal course of its business, the Company indemnifies and guarantees certain service providers, such as clearing and custody agents, trustees, and administrators, against specified potential affiliates. 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 provides representations and warranties to counterparties in connection with a variety of commercial transactions and occasionally indemnifies 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. {21}------------------------------------------------ NOTE 15. COMMITMENTS AND CONTINGENCIES (CONTINUED) The maximum potential amount of future payments that the Company could be required to make under these indemnifications cannot be estimated. In addition, the Company believes that it is unlikely it will have to make material payments under these arrangements and has not recorded any contingent liabilities in the financial statements for these indemnifications. In November 2024, the Financial Industry Regulatory Authority ("FINRA") issued a Letter of Acceptance, Waiver, and Consent (the "AWC") for the purpose of resolving an enforcement matter pertaining to the Company's alleged violations over failure to supervise private securities transactions and TRACE reporting during the period of April 2021 to September 2023. In the AWC, without admitting or denying the allegations, the Company consented to a fine of \$85,000, which was accrued and reflected in the statement of financial condition for the year ended December 31, 2024 and paid in 2025. NOTE 16. SUBSEQUENT EVENTS to customary regulatory approvals and the Company is in the process of completing the transaction. As required by SEC Rule 15c3-1(e), the Company notified FINRA and the SEC prior to the On October 17, 2025, the Company, its Parent, and certain affiliated entities (collectively, the "Group") entered into an agreement to acquire the client accounts of VectorGlobal Wealth Management Group and its Registered Investment Advisor. Completion of the transaction is subject During January 2026, the Company has made capital distributions to its Parent totaling \$12,300,000. distribution. Management of the Company has evaluated events and transactions through February 27, 2026, the date the financial statements were issued, and determined that no additional material events occurred subsequent to the date of the financial statements that would warrant recognition or disclosure in these financial statements. Source: SEC EDGAR via Adviser Search (https://search.stillhousedata.com). Agents: see https://search.stillhousedata.com/llms.txt.