# CGA SECURITIES, LLC X-17A-5 (2026-03-09) — Broker-dealer annual report - Company: CGA SECURITIES, LLC - Form: X-17A-5 - Filed: 2026-03-09 - Period: 2025-12-31 - Accession: 0000902922-26-000003 - CIK: 902922 - File #: 8-45684 - Type: Broker-dealer - Material weakness: No - Auditor: SC&H Attest Services, P.C. - Auditor location: Sparks, MD - Contact: Carl Pohlhaus - Phone: 410-308-6285 - Signed by: Kyle Gore (Managing Director) Original filing: https://www.sec.gov/Archives/edgar/data/902922/000090292226000003/cgapub122025.pdf --- {0}------------------------------------------------ #### UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 OMB APPROVAL OMB Number: Expires: Estimated average burden hours per response: SEC FILE NUMBER # ANNUAL REPORTS FORM X-17A-5 PART III FACING PAGE | Information Required Pursuant to Rules 17a-5, 17a-12, and 18a-7 under the Securities Exchange Act of 1934 | | |-----------------------------------------------------------------------------------------------------------|--| | | | | FILING FOR THE PERIOD BEGINNING _____________________ AND ENDING ______________________ | | | |-----------------------------------------------------------------------------------------|--|--| | | | | MM/DD/YY MM/DD/YY # A. REGISTRANT IDENTIFICATION | NAME OF FIRM: _______________________________________________________________________ | | |---------------------------------------------------------------------------------------|--| |---------------------------------------------------------------------------------------|--| 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.) # \_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_ | | (No. and Street) | | | |--------------------------------------------------|-------------------------------------------------------------------------------------------------|-----------------|--------------------------------------------| | | _____________________________________________________________________________________ | | | | (City) | (State) | | (Zip Code) | | PERSON TO CONTACT WITH REGARD TO THIS FILING | | | | | | _____________________________________________________________________________________ | | | | (Name) | (Area Code – Telephone Number) | (Email Address) | | | | B. ACCOUNTANT IDENTIFICATION | | | | | INDEPENDENT PUBLIC ACCOUNTANT whose reports are contained in this filing* | | | | | _____________________________________________________________________________________ | | | | | (Name – if individual, state last, first, and middle name) | | | | (Address) | _____________________________________________________________________________________
(City) | (State) | (Zip Code) | | | | | | | (Date of Registration with PCAOB)(if applicable) | _____________________________________________________________________________________ | | (PCAOB Registration Number, if applicable) | \* Claims for exemption from the requirement that the annual reports be covered by the reports of an independent public accountant must be supported by a statement of facts and circumstances relied on as the basis of the exemption. See 17 CFR 240.17a-5(e)(1)(ii), if applicable. Persons who are to respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number. {1}------------------------------------------------ #### OATH OR AFFIRMATION | Kyle Gore | swear (or affirm) that, to the best of my knowledge and belief, the | |---------------------------------------------------|----------------------------------------------------------------------------------------------------------------| | C/7
financial report pertaining to the firm of | t
as of | | 12/31 | 2 025 _ j 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 interessified solely | | as that of a customer.
. H. HOI | | | | | | 800
Notan | Signaturg | | 1 > 0 = 0 | | | Public | Title: | | | Managing Director | | | | | Notary Public | | #### This filing \*\* contains (check all applicable boxes): - (a) Statement of financial condition. - (b) Notes to consolidated statement of financial condition. - □ (c) Statement of income (loss) or, if there is other comprehensive income in the period(s) presented, a statement of comprehensive income (as defined in § 210.1-02 of Regulation S-X). - O (d) Statement of cash flows. - [ (e) Statement of changes in stockholders' or partners' or sole proprietor's equity. - [ (f) Statement of changes in liabilities subordinated to claims of creditors. - [ (g) Notes to consolidated financial statements. - [ (h) Computation of net capital under 17 CFR 240.15c3-1 or 17 CFR 240.18a-1, as applicable. - [ (i) Computation of tangible net worth under 17 CFR 240.18a-2. - □ (j) Computation for determination of customer reserve requirements pursuant to Exhibit A to 17 CFR 240.15c3-3. - □ (k) Computation for determination of security-based swap reserve requirements pursuant to Exhibit B to 17 CFR 240.15c3-3 or Exhibit A to 17 CFR 240.18a-4, as applicable. - [ (I) Computation for Determination of PAB Requirements under Exhibit A to § 240.15c3-3. - □ (m) Information relating to possession or control requirements for customers under 17 CFR 240.15c3-3. - □ (n) Information relating to possession or control requirements for security-based swap customers under 17 CFR 240.15c3-3(p)(2) or 17 CFR 240.18a-4, as applicable. - □ (o) Reconciliations, including appropriate explanations, of the FOCUS Report with computation of net capital or tangible net worth under 17 CFR 240.15c3-1, 17 CFR 240.18a-1, or 17 CFR 240.18a-2, as applicable, and the reserve requirements under 17 CFR 240.15c3-3 or 17 CFR 240.18a-4, as applicable, if material differences exist, or a statement that no material differences exist. - □ (p) Summary of financial data for subsidiaries not consolidated in the statement of financial condition. - (q) Oath or affirmation in accordance with 17 CFR 240.17a-5, 17 CFR 240.17a-12, or 17 CFR 240.18a-7, as applicable. - [ (r) Compliance report in accordance with 17 CFR 240.17a-5 or 17 CFR 240.18a-7, as applicable. - [s) Exemption report in accordance with 17 CFR 240.17a-5 or 17 CFR 240.18a-7, as applicable. - (t) Independent public accountant's report based on an examination of the statement of financial condition. - □ (u) Independent public accountant's report based on an examination of the financial report or financial statements under 17 CFR 240.17a-5, 17 CFR 240.18a-7, or 17 CFR 240.17a-12, as applicable. - [v] Independent public accountant's report based on an examination of certain statements in the compliance report under 17 CFR 240.17a-5 or 17 CFR 240.18a-7, as applicable. - □ (w) Independent public accountant's report based on a review of the exemption report under 17 CFR 240.17a-5 or 17 CFR 240.18a-7, as applicable. - | (x) Supplemental reports on applying agreed-upon procedures, in accordance with 17 CFR 240.17a-12, as applicable. - □ {y} Report describing any material inadequacies found to existed since the date of the previous audit, or a statement that no material inadequacies exist, under 17 CFR 240.17a-12(k). O (z) Other: \*\*To request confidential treatment of certain portions of this filing, see 17 CFR 240.17a-5(e)(3) or 17 CFR 240.18c-7(d)(2), as applicable. {2}------------------------------------------------ # CGA SECURITIES LLC Financial Statement and Supplementary Information Pursuant to Rule 17a-5 Under The Securities Exchange Act of 1934 PUBLIC Together with Report of Independent Registered Public Accounting Firm For the Year Ended December 31, 2025 {3}------------------------------------------------ #### TABLE OF CONTENTS | Page | | |--------------------------------------------------------------|--| | Report of Independent Registered Public Accounting Firm 1-2 | | | Financial Statement | | | Statement of Financial Condition as of December 31, 2025 3 | | | Notes to the Financial Statement 4-7 | | {4}------------------------------------------------ ![](_page_4_Picture_0.jpeg) #### REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM To the Member of CGA Securities LLC: #### Opinion on the Financial Statements We have audited the accompanying statement of financial condition of CGA Securities LLC, a Maryland limited liability company (the Company), as of December 31, 2025, the related statements of income, changes in member's capital, and cash flows for the year then ended, and the related notes and supplemental schedules (collectively referred to as the financial statements). In our opinion, the financial statements present fairly, in all material respects. the financial position of CGA Securities LLC as of December 31, 2025, and the results of its operations and its cash flows for the year then ended in conformity with accounting principles generally accepted in the United States of America. #### Basis for Opinion These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on the Company's financial statements based on our audit. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Company in accordance with U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB. We conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. Our audit included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audit also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audit provides a reasonable basis for our opinion. SC&H Attest Services, P.C. / 226 Schilling Circle, Suite 300 / Hunt Valley, MD 21031 / 410-403-1500 / schgroup.com {5}------------------------------------------------ #### Auditor's Report on Supplemental Information The supplementary information contained in Schedules I, II, and III has been subjected to audit procedures performed in conjunction with the audit of CGA Securities LLC's financial statements. The supplemental information is the responsibility of CGA Securities LLC's management. Our audit procedures included determining whether the supplemental information reconciles to the financial statements or the underlying and other records, as applicable, and performing procedures to test the completeness and accuracy of the information presented in the supplemental information. In forming our opinion on the supplemental information, we evaluated whether the supplemental information, including its form and content, is presented in conformity with 17 C.F.R. §240.17a-5. In our opinion, the supplemental information is fairly stated, in all material respects, in relation to the financial statements as a whole. We have served as CGA Securities LLC's auditor since 2012. S C 4 Ottest Services P.C. Hunt Valley, Maryland February 24, 2026 {6}------------------------------------------------ # CGA SECURITIES LLC # Statement of Financial Condition As of December 31, 2025 Assets Current Assets Cash \$670,240 Prepaid expenses 23,438 Total Assets \$693,678 Liabilities and Member's Capital Due to parent company \$31 Total Liabilities 31 Member's Capital 693,647 Total Liabilities and Member's Capital \$693,678 {7}------------------------------------------------ # 1. DESCRIPTION OF BUSINESS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES #### Description of Business CGA Securities LLC (CGA Securities or the Company), a Maryland limited liability company, is a brokerdealer registered with the United States Securities and Exchange Commission (SEC). CGA Securities (through predecessor entities) became an approved broker-dealer in 1993. The immediate predecessor to CGA Securities was acquired in October 2012 by CGA Capital Holdings, LLC, the sole member of the Company. The Company's operations consist primarily of providing private placement services on behalf of affiliates and in certain instances, unaffiliated entities as described below, and executing secondary market private placements on behalf of institutional clients of CGA Securities when engaged to do so. The Company is a member of the Financial Industry Regulatory Authority, Inc. (FINRA), which came into existence as the result of the 2007 merger between the member regulatory operations of National Association of Securities Dealers, Inc. (NASD) and NYSE Group, Inc., and is registered to do business in the United States of America. The Company executes taxable private placements of debt financings secured by real property and other assets leased, generally, to investment-grade corporate users, the United States of America, state and local governments, municipalities, and not-for-profit organizations and other financings. Additionally, the Company may provide investment banking advice to owners and acquirers of net leased assets with regard to acquisitions, dispositions and recapitalizations. The Company is also approved to offer tax sheltered investments but currently does not do so. #### Basis of Presentation The accompanying financial statements are prepared in accordance with accounting principles generally accepted in the United States of America. # Revenue Recognition The Company recognizes revenues for placements when a placement is successfully completed based on the terms of the contract with a related counterparty or pursuant to arrangements with third-parties arranged through a related counterparty. During 2025, placements were executed solely on behalf of an affiliated entity. Investment banking revenue due from affiliates is recognized when earned. The Company sometimes enters into contractual investment banking and related advisory assignments with affiliates and third-parties; however, no such assignments were executed during 2025. The Company recognizes revenues for investment banking and related advisory assignments from third-parties when payment is received by the Company. #### Concentration of Credit Risk The Company maintains all of its cash with one commercial bank. Accounts are guaranteed by the Federal Deposit Insurance Corporation (FDIC) up to \$250,000 per depositor. The Company periodically maintains cash balances in excess of FDIC coverage. Management considers this to be a normal business risk. {8}------------------------------------------------ ### 1. DESCRIPTION OF BUSINESS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES – cont'd. #### Income Taxes No provision for income taxes is recorded since the Company is recognized as a limited liability company for Federal and state income tax purposes. The sole Member of the Company, CGA Capital Holdings, LLC, reports the Company's taxable income or loss on its income tax return or the Members of CGA Capital Holdings, LLC report taxable income or loss on their respective income tax returns. Financial Accounting Standards Board (FASB) Accounting Standards Codification (ASC) 740, Income Taxes, prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return as well as guidance on de-recognition, classification, interest and penalties and financial statement reporting disclosures. For these benefits to be recognized, a tax position must be more-likely-than-not to be sustained upon examination by taxing authorities. The amount recognized is measured as the largest amount of benefit that is greater than fifty percent likely of being realized upon ultimate settlement. ASC 740 does not have an impact on the financial statements of the Company. The Company recognizes interest and penalties accrued on any unrecognized tax exposures as a component of income tax expense. The Company does not have any amounts accrued relating to interest and penalties as of December 31, 2025. #### Use of Estimates The preparation of financial statement in accordance with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities as of the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results may differ from those estimates. #### Subsequent Events The Company evaluated for disclosure any subsequent events through February 27, 2026, the date the financial statements were available to be issued and determined there were no material events that warrant disclosure. {9}------------------------------------------------ # 2. NET CAPITAL REQUIREMENTS The Company is subject to the Securities and Exchange Commission Uniform Net Capital Rule (SEC Rule 15c3-1), which requires the maintenance of a minimum amount of net capital of \$5,000 and also requires that the ratio of aggregate indebtedness to net capital, both as defined, shall not exceed 15 to 1. Net capital and aggregate indebtedness changes from day to day, but as of December 31, 2025, the Company's net capital totaled \$670,209 and its ratio of aggregate indebtedness to net capital was -0- to 1. The Company is subject to the provisions of Rule 15c3-3 of the Securities and Exchange Commission. However, the Company operates pursuant to the exemptive provisions of Footnote 74 of SEC Release No. 34-70073. By operating under this exemption, the Company is prohibited from carrying client margin accounts, or otherwise holding client funds or securities, or performing custodial duties with respect to clients' securities. Therefore, the Company is not required to maintain a "Special Reserve Bank Account for the Exclusive Benefit of Customers." # 3. RELATED PARTIES The Company recognizes revenues for placements when a placement is successfully completed based on the terms of their contract or understanding. The Company has an ongoing contract with CGA Mortgage Capital, LLC (CGAMC), a related party sharing a common control party with the Company. This contract originally ran through December 31, 2015, whereby the Company was the exclusive placement agent for CGAMC, and that arrangement was mutually extended through December 31, 2018. In December 2018, that agreement was again extended through December 31, 2023. Beginning in December 2023, that agreement has been extended annually in December for the upcoming year. As of December 31, 2025, that agreement has been extended through December 31, 2026. Compensation earned by the Company is evidenced by a Form of Compensation and Understanding agreement signed by the Company and CGAMC. Certain principals of the Company are the owners of the sole member of the Company; therefore, other related companies with that sole member are related to the Company through common ownership and control. These principals, along with key employees, have various levels of ownership (controlling or otherwise) in other entities not controlled by the sole member of the Company. Certain structuring and investment banking personnel are employees of a related party company and their services may be utilized by the Company. Revenues for work performed by the Company for related parties totaled 100% of total revenues (excluding interest earnings) for the year ended December 31, 2025. {10}------------------------------------------------ #### 3. RELATED PARTIES – cont'd. The Company leases office space on a month-to-month basis from CGA Capital, LLC (CGA Capital). Rent expense is covered under the Office Sharing agreement, which includes an allocation of rent, communications, information technology, etc., and totaled \$39,444 during the year ended December 31, 2025. CGA Capital will occasionally pay expenses for the Company which are reimbursed by the Company when incurred, not less frequently than monthly. Beginning in December 2024, that agreement has been extended annually in December for the upcoming year. As of December 31, 2025, that agreement has been extended through December 31, 2026. During the year ended December 31, 2025, the Company received capital contributions from CGA Capital Holdings, LLC totaling \$1,241,161. As of December 31, 2025, the Company had amounts payable to CGA Capital Holdings, LLC totaling \$31. #### 4. SEGMENT REPORTING The Company is engaged in a single line of business as a securities broker-dealer, which is comprised of several classes of services, including principal transactions, agency transactions, investment banking, investment advisory, and venture capital businesses. The Company has identified its chief operating decision maker ("CODM"), who uses net income to evaluate the results of the business, predominantly in the forecasting process, to manage the Company. Additionally, the CODM uses excess net capital (see Note 2), which is not a measure of profit and loss, to make operational decisions while maintaining capital adequacy, such as whether to reinvest profits or pay dividends. The Company's operations constitute a single operating segment and therefore, a single reportable segment, because the CODM manages the business activities using information 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. Source: SEC EDGAR via Adviser Search (https://search.stillhousedata.com). Agents: see https://search.stillhousedata.com/llms.txt.