# ALLEGIANCE CAPITAL, L.L.C. X-17A-5 (2026-04-17) — Broker-dealer annual report - Company: ALLEGIANCE CAPITAL, L.L.C. - Form: X-17A-5 - Filed: 2026-04-17 - Period: 2025-12-31 - Accession: 0001127577-26-000005 - CIK: 1127577 - File #: 8-52978 - Type: Broker-dealer - Material weakness: No - Auditor: Jennifer Wray, CPA - Auditor location: Sugar Land, ME - Contact: Neal P Richard - Phone: 2073472440 - Email: nrichard@richardbrothersfinanetal.com - Website: richardbrothersfinanetal.com - Signed by: Neal P Richard (Financial Operations Principal) Original filing: https://www.sec.gov/Archives/edgar/data/1127577/000112757726000005/x17a5audit2025_1.pdf --- {0}------------------------------------------------ | UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 | | | | OUR ADDDt""""
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hours per response; 12 | | |---------------------------------------------------------------------------------------------------------------------------------------|-------------------------------------------------------------|--------------------------------|-----------------------------------------|-------------------------------------------------------------------------------------------------------------------------|------------------------------------------| | | | ANNUAL REPORTS | | | SEC FILE NUMBER | | | | FORM X-17A-5 | | | 8-52978 | | | | PART Ill | | | , ' | | | | | | | | | Information Required Pursuant to Rules 17a-5, 17a-12, and 188-7 under the Securities Exchange Act of 1934 , | | FACING PAGE | | | | | FILING FOR THE PERIOD BEGINNING 1/1/2025
AND ENDING 12/31 /2025- | | | | | | | | | MM/DD/VY | | | MM/DD/VY | | | | A. REGISTRANT IDENTIFICATION | | | | | NAME oF FIRM: Allegiance Capital LLC. | | | | | | | TYPE OF REGISTRANT (check all applicable boxes):
[!] Broker-dealer
D Check here if respondent is also an OTC derivatives dealer | D Security-based swap dealer | | D Major security-based swap participant | | | | ADDRESS OF PRINCIPAL PLACE OF BUSINESS: (Do not use a P.O. box no.) | | | | | | | 50 Donald B Dean Drive | | | | | | | | | (No. and Street) | | | | | South Portland | | ME | | | 04106 | | (City) | | (State) | | | {Zip Code) | | PERSON TO CONTACT WITH REGARD TO THIS FILING | | | | | | | Neal P Richard | 207-34 7-2440 | | | nrichard@richardbrothersfinanetal.com | | | (Name) | | (Area Code - Telephone Number) | | (Emait Address) | | | | | B. ACCOUNTANT IDENTIFICATION | | | | | INDEPENDENT PUBLIC ACCOUNTANT whose reports are contained in this filing•
Jennifer Wray, CPA | | | | | | | | (Name - if individua I, state last, first, and middle name• | | | | | | 800 Bonaventure Way #168 | | Sugar land | | TX | 77479 | | (Address) | (City) | | (State) | | (Zip Code) | | 11/30/2016 | | | 6328 | | | | (Date of RPLE MARTIN PERCIVAL | | | | Notary Public | | | | Maine | Title; | | '
' | My Commission Expires | Financial Operations Principal | | | MAY 16, 2032 | | **This filing•• contains (check all applicable boKes):** - Iii (a) Statement of financial condition. - D (b) Notes to consolidated statement of financial condition. - Iii (c) Statement of income (loss) or, if there is other comprehensive income in the period(s) presented, a statement of comprehensive income (as defined rn § 210.1-02 of Regulation S-Xl. - Iii (d) Statement of cash flows. - Iii (e) Statement of changes in stockholders' or partners' or sole proprietor's equity. - D (f) Statement of changes in liabilities subordinated to claims of creditors. - Iii (g) Notes to consolidated financial statements. - Iii (h) Computation of net capital under 17 CFR 240.15c3-1 or 17 CFR 240.18a-1, as applicable. - D (i) Computation of tangible net worth under 17 CFR 240.18a-2. - D U) Computation for determination of customer reserve requirements pursuant to Exhibit A to 17 CFR 240.1Sc3-3. - D **(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. - 0 (I) Computation for Determination of PAB Requirements under Exhibit A to § 240.15c3-3. - Iii (m) Information relating to possession or control requirements for customers under 17 CFR 240.15c3-3. - 0 (n) Information relating to possession or control requirements for security•based swap customers under 17 CFR 240.15c3--3(pl(2l or 17 CFR 240.18a-4, as applicable. - Iii (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. - D (p) Summary of financial data for subsidiaries not consolidated in the statement of financial condition. - Iii (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. - D (r) Compliance report in accordance with 17 CFR 240.17a-S or 17 CFR 240.18a 7, as applicable. - **l!i!I** (s) Exemption report in accordance with t 7 CFR 240 .. 17 a-5 or 17 CFR 240 18a-7, as applicable. - D (t) Independent public accountant's report based on an examination of the statement of financial condition. - Iii (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. - 0 (v) Independent public accountant's report based on an examination of certain statements in the compliance report under 17 CFR 240.17a-S or 17 CFR 240.18a-7, as applicable. - Iii (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. - D (x) Supplemental reports on applying agreed-upon procedures, in accordance with 17 CFR 240.1Sc3-le or 17 CFR 240.17a-12, as applicable. - D (vi Report describing any material inadequacies found to exist or found to have existed since the date of the previous audit, or a statement that no material inadequacies exist. under 17 CFR 240.17a **12(k).** 0 (z) other:--------------------------- --- - - ---- 0 To request confidential treatment of certain portions of this filing, see 17 CFR 240.17a-5(e)(3) or 17 CFR 240.18a l {d)(2), as applicable. {2}------------------------------------------------ Allegiance Capital, LLC FINANCIAL STATEMENTS AND SUPPLEMENTAL INFOIUO.TION Year Ended December 31, 2025 {3}------------------------------------------------ CONTEN'l'S | Report of Independent
Registered Public Accounting Firm | 2 | |-----------------------------------------------------------------------------------------------------------|-----| | Financial Statements | | | Statement of Financial Condition | 3 | | Statement of Loss | 4 | | Statement of Changes in Members' Equity | 5 | | Statement of Cash Flows | 6 | | Notes to Financial Statements | 7-9 | | Supplemental Information | | | Computation of Net Capital Under Rule 15c3-l
Schedule 1 -
of the Securities and Exchange Commission | 10 | | Computation for Determination of Reserve
Schedule 2 -
Requirements Pursuant to Rule 15c3-3 | 11 | | Information Relating to the Possession or
Schedule 3 -
Control Requirements Under Rule 15c3-3 | 12 | | Report of Independent Registered Public Accounting Firm | 13 | | Exemption Report | 14 | {4}------------------------------------------------ ## **REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM** To Members of Allegiance Capital LLC, #### **Opinion on the Financial Statements** We have audited the accompanying statement of the financial condition of Allegiance Capital LLC as of December 31, 2025, the related statements of income, changes in members' equity, and cash flows for the year ended December 31, 2025, and the related notes and schedules (collectively referred to as the "financial statements"}. In our opinion, the financial statements present fairly, in all material respects, the financial position of Allegiance Capital LLC as of December 31, 2025, and the results of its operations and its cash flows for the year ended December 31, 2025, in conformity with accounting principles generally accepted in the United States of America. #### **Basis for Opinion** These financial statements are the responsibility of Allegiance Capital LLC's management. Our responsibility is to express an opinion on Allegiance Capital LLC'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 Allegiance Capital LLC in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB. We conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. Our audit included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audit also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audit provides a reasonable basis for our opinion. #### **Auditor's Report on Supplemental Information** The supplementary information contained in Schedules t, II & Ill has been subjected to audit procedures performed in conjunction with the audit of Allegiance Capital LLC's financial statements. The supplemental information is the responsibility of Allegiance Capital LLC's management. Our audit procedures included determining whether the supplemental information reconciles to the financia'I statements or the underlying accounting and other records, as applicable, and performing procedures to test the completeness and accuracy of the information presented in the supplemental information. In forming our opinion on the supplemental information, we evaluated whether the supplemental information, including its form and content, is presented in conformity with 17 C.F.R. §240.17a-5. In our opinion, the Supplementary schedule is fairly stated, in all material respects, in relation to the financial statements as a whole. Jennifer Wray CPA PLLC We have served as Allegiance Capital LLC's auditor since 2020. Sugar Land, Texas March 24, 2026 {5}------------------------------------------------ ## Allegiance Capital, LLC STATEMENT OF FINANCIAL CONDITION December 31, 2025 #### ASSETS | CURRENT ASSETS | | |---------------------------|----------| | Cash and cash equivalents | \$70,416 | | Accounts receivable | 3,315 | | Prepaid expenses | 11,421 | | Total assets | \$85,152 | #### LIABILITIES AND MEMBERS' EQUITY | CURRENT LIABILITIES
Accounts payable
Due to affiliate | 105
\$
3,846 | |-------------------------------------------------------------|--------------------| | Total currant liabilities | 3,951 | | EQUITY
MEMBERS' | 81,201 | | | \$85,152 | {6}------------------------------------------------ ## Allegiance Capital, LLC STATEMENT OF LOSS Year Ended December 31, 2025 | REVENUES | | |--------------------------|------------| | Commissions | \$25,703 | | Interest income | 343 | | Total revenues | 26,046 | | OPERATING EXPENSES | | | Filing fees | 7,091 | | Insurance | 3,158 | | Professional fees | 34,280 | | Rent | 720 | | Management fee | 13,034 | | Telephone | 220 | | Office expenses | 101 | | Miscellaneous | 19 | | Total operating expenses | 58,623 | | NET LOSS | \$(32,577) | {7}------------------------------------------------ ## Allegiance Capital, LLC STATEMENT OF CHANGES IN MEMBERS' EQUITY **Year** Ended December 31, 2025 | | Balance, beginning of year | \$113,778 | |----------|----------------------------|-----------| | Net loss | | (32,577) | | | Balance, end of year | \$ 81,201 | {8}------------------------------------------------ ## Allegiance Capital, LLC STATEMENT OF CASH FLOWS Year Ended December 31, 2025 | CASH FLOWS FROM OPERATING ACTIVITIES
Net loss | \$(32,577) | |----------------------------------------------------------------------------------|------------| | Adjustments to reconcile net loss to
net
cash used by operating activities | | | Decrease in accounts receivable | 522 | | Increase in prepaid expenses | (551) | | Increase in due to affiliate | 1,607 | | Increase in accounts payable | 40 | | Total adjustments | 1,618 | | DECREASE IN CASH AND CASH EQUIVALENTS | (30, 959) | | Cash and cash equivalents, beginning | 101,375 | | Cash and cash equivalents, ending | \$ 70,416 | {9}------------------------------------------------ ## **Allegiance** Capital, LLC NOTES TO FINANCIAL STATEMENTS December 31, 2025 #### SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES # Nature of **Business** Allegiance Capital, LLC (the Company) **is a** broker-dealer **d/b/a** Richard Brothers Securities registered with the Securities and Exchange Commission (SEC) and the Financial Industry Regulatory Authority (FINRA). The Company **is a** limited liability company organized in Maine. The clients are located primarily in New England. The accompanying financial statements have been prepared from separate records maintained by the Company and, due to certain transactions and agreements with affiliated entities, may not necessarily be indicative of the financial condition that would have existed, or the results that would have been obtained from operations, had the Company operated as an unaffiliated company. ### Income Taxes The Company is treated **as a** partnership for income tax purposes. Under subchapter K of the Internal Revenue Code, each member is taxed separately on their distributive share of the Partnership's income whether or not that income is actually distributed. #### Commissions The Company adopted FASS ASC 606, revenue from contracts with clients. The revenue recognition guidance requires that an entity recognizes revenue to depict the services to clients in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those services. The guidance requires an entity to follow a five-step model to (1) identity the contract with a client, (2) identity the performance obligations in the contract, (3) determine the transaction price, (4) allocate obligations in the contract, and (5) recognize revenue when the entity satisfies a performance obligation. # Estimates The preparation of financial statements in conformity with U.S . generally accepted accounting principles requires management to **make** estimates and assumptions that affect the reported amounts during the reporting period and at the date of the financial statements. Actual results could differ from those estimates. # Statement of Cash Flows For the purposes of the Statement of Cash Flows, the Company has defined cash equivalents as highly liquid investments, with original maturities of less than ninety days and not held for sale in the ordinary course of business. {10}------------------------------------------------ Allegiance Capital, LLC NOTES TO FINANCIAL STATEMENTS December 31, 202S #### BROKER DEALER - SINGLE REPORTABLE SEGMENT The company is engaged in a single line of business **as a** securities broker-dealer, which is comprised of one class of services, including mutual fund retailer, municipal securities broker and broker or dealer selling variable life insurance or annuities. The Company has identified its Financial Operations Principal, Neal Richard, as the chief operating decision maker ("CODM"), who uses net income to evaluate the results of the business, predominantly in the forecasting process, to manage the Company. Additionally, the CODM uses excess net capital, which is not a measure of profit and loss, to make operational decisions while maintaining capital adequacy, such as whether to reinvest profits or make member distributions. 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. #### CONTINGENCIES # Credit Risk The Company maintains its cash in banks that may exceed federally insured limits. Amounts uninsured and uncollateralized were \$620 at December 31, 2025, and **were** held at FINRA. The Company has not experienced any losses in such account and believes it is not exposed to any significant risk related to the cash account. # Litigation Various legal claims **arise** from time to time in the normal course of business which, in the opinion of management, will have no material effect on the Company's financial statements. The Company was not involved in any litigation or any other legal claims as of December 31, 2025. {11}------------------------------------------------ ## Allegiance Capital, LLC NOTES TO FINANCIAL STATEMENTS December 31, 2025 #### RELATED PARTY TRANSACTIONS The Allegiance Financial Group, Inc. , AFX Global Advisors, Inc. , and Marlin Enterprises, LLC are related parties to the Company due to common ownership. The Company has entered into a Management Services Agreement (the Agreement) with Allegiance Financial Group, Inc. Accordingly, certain expenses are allocated among the Company and Allegiance Financial Group, Inc . Total expenses allocated to the Company under this Agreement were \$14,094 for the year ended December 31, 2025. The amounts are included in the Statement of Loss in the following captions: | Management fee | \$13,034 | |-----------------|----------| | Rent | 720 | | Telephone | 220 | | Office expenses | 101 | | Miscellaneous | 19 | The Company paid for expenses that relate to both the Company and Allegiance Financial Group, Inc. during 2025 . These expenses are allocated to the Company and Allegiance Financial Group, Inc. based on their relative revenues generated per the agreement between the Company and Allegiance Financial Group, Inc. As of December 31, 2025, the Company owed Allegiance Financial Group, Inc. \$3,846 related to these Company-paid **expenses.** There **were** no transactions **between AFX** Global **Advisors,** Inc. or Marlin Enterprises, LLC **and the** Company during 2025. #### NET CAPITAL REQUIREMENTS The Company is subject to the SEC Uniform Net Capital Rule (SEC rule 15c3- 1), which requires the maintenance of **minimum** net capital and **requires** that the ratio of aggregate indebtedness to net capital, both as defined, shall not exceed 15 to l (and the rule of the "applicable" exchange also provides that equity capital may not be withdrawn if the resulting net capital ratio would exceed 10 to 1) at December 31, 2025. The Company had net capital of \$65,845, which was \$60,845 in **excess** of its required net capital of \$5,000. The Company's ratio of aggregate indebtedness to excess net capital at December 31, 2025 was 6.49%. #### SUBSEQUENT EVENTS Management has evaluated the impact of all events and transactions occurring after the balance sheet date through the date these financial statements were issued and has determined that there were no subsequent events requiring recognition or disclosure . {12}------------------------------------------------ Schedule 1 ## Allegiance Capital, LLC COMPUTATION OF NET CAPITAL UNDER RULE 15c3-1 OF THE SECURITIES AND EXCHANGE COMMISSION December 31, 2025 | NET CAPITAL | | |-------------------------------------------------------|----------| | Members' equity | \$81,201 | | DEDUCTIONS | | | Nonallowable assets | | | FINRA daily account | 620 | | Accounts receivable | 3,315 | | Prepaid expenses | 11,421 | | Total nonallowable assets | 15,356 | | Net capital | 65,845 | | MINIMUM NET CAPITAL REQUIREMENT OF THE GREATER OF | | | 6-2/3% OF AGGREGATE INDEBTEDNESS OR \$5,000 | 5,000 | | Excess net capital | \$60.845 | | Aggregate Indebtedness | | | Ratio of aggregate indebtedness to excess net capital | 6.49% | There are no material differences when comparing the preceding computation and the Company's corresponding unaudited amended Part IIA Focus Filing of Form X-17A-5. See report of independent registered public accounting firm. {13}------------------------------------------------ ## Schedule 2 ## Allegiance Capital, LLC COMPUTATION FOR DETERMINATION OF RESERVE REQUIREMENTS PURSUANT TO RULE 15c3-3 **Year** Ended **December** 31, 2025 A computation of **reserve** requirement is not applicable to **Allegiance Capital,** LLC. {14}------------------------------------------------ Schedule 3 ## **Allegiance** Capital, LLC INFOIUG.TION RELATING TO THE POSSESSION OR CONTROL REQUIREMENTS UNDER RULE 15c3-3 Year Ended December 31, 2025 Information Relating to the **Possession** or Control Requirements is not applicable to Allegiance Capital, LLC. -12- {15}------------------------------------------------ **Jennifer Wray CPA PLLC** BOO Bonaventure Way. Suite 168. Sugar Land. TX 77479 Tel: 281-923-7665 Email: ienniferwraycpa@yahoo.com PCAOB#6328 # **REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM** To the Members of Allegiance Capital, LLC We have reviewed management's statements, included in the accompanying Exemption Report, in which Allegiance Capital, LLC. is a registered broker-dealer subject to Rule 17a-5 promulgated by the Securities and Exchange Commission (17 C.F.R. §240.17a-5, "Reports to be made by certain brokers and dealers"). This Exemption Report was prepared as required by 17 C.F.R. §240.17a-5(d)(1) and (4). To the best of its knowledge and belief, the Company states the following: (1) The Company does not claim an exemption under paragraph (k) of 17 C.F.R. § 240. 15c3-3, and (2) The Company is filing this Exemption Report relying on Footnote 74 of the SEC Release No. 34-70073 adopting amendments to 17 C.F.R. § 240.17a-5 because the Company limits its business activities exclusively to (1) Mutual fund retailer; (2) Municipal securities broker; and (3) Broker or dealer selling variable life insurance or annuities; and The Company (1) did not direcUy or indirectly receive, hold, or otherwise owe funds or securities for or to customers, (other than money or other consideration received and promptly transmitted in compliance with paragraph (a) or (b)(2) of Rule 15c2-4 and/or funds received and promptly transmitted for effecting transactions via subscriptions on a subscription way basis where the funds are payable to the issuer or its agent and not to the Company); (2) did not carry accounts of or for customers; and (3) did not carry PAB accounts (as defined in Rule 15c3-3) throughout the most recent fiscal year without exception. Allegiance Capital, LLC's management is responsible for compliance with the provisions contemplated by Footnote 74 of SEC Release No. 34-70073 adopting amendments to 17 C.F.R. § 240.17a-5 and related SEC Staff Frequently Asked Questions and its statements. Our review was conducted in accordance with the standards of the Public Company Accounting Oversight Board (United States) and, accordingly, included inquiries and other required procedures to obtain evidence about Allegiance Capital, LLC'S compliance with the exemption provisions. A review is substantially less in scope than an examination, the objective of which is the expression of an opinion on management's statements. Accordingly, we do not express such an opinion. Based on our review, we are not aware of any material modifications that should be made to management's statements referred to above for them to be fairly stated, in all material respects, based on Footnote 74 of the SEC Release No. 34-70073 adopting amendments to 17 C.F.R. § 240.Ha-5, and related SEC Staff Frequently Asked Questions. Jennifer Wray CPA PLLC Sugar Land, Texas. March 24, 2026 {16}------------------------------------------------ ## Allegiance Capital, LLC D/B/A Richard Brothers Securities #### EXEMPTION REPORT Allegiance Capital, LLC (the Company) **is a** registered broker-dealer subject to Rule 17a-S promulgated by the Securities and Exchange Commission (17 C.F.R. 240.17a-S, "Reports to be made by certain brokers and **dealers").** This Exemption Report was prepared as required by 17 C.F.R. 240.17a-5(d) (1) and (4). To the best of its knowledge and belief, the Company states the following: - (1) The Company does not claim an exemption under paragraph (k) of 17 C.F.R. 240.1Sc3-3, and - (2) The Company is filing this Exemption Report relying on Footnote 74 of the SEC **Release** No. 34-70073 adopting **amendments** to 17 C.F.R. 240.17a-5 **because** the Company limits its business activities exclusively to: (1) Mutual fund retailer; (2) Municipal securities broker; and (3) Broker or dealer selling variable life insurance or annuities ; and the Company ( 1) did not directly or indirectly **receive,** hold, or otherwise owe funds or securities for or to customers, (other than money or other consideration received and promptly transmitted in compliance with **paragraph (a)** or (b) (2) of Rule 15c2-4 and/or funds received and promptly transmitted for effecting transactions via subscriptions on **a** subscription way basis where the funds are payable to the issuer or its agent and not to the Company); (2) did not carry accounts of or for customers; and (3) did not carry PAB accounts (as defined in Rule 15c3-3) throughout the most recent fiscal **year** without exception. Allegiance Capital, LLC I, **Neal** P. Richard, **swear** (or affirm) that, to my best knowledge and belief, this Exemption Report is true and correct. By: ~f~ Title: Financial Operations Principal Date of Report: 3 */J.Y/J.6* -14- Source: SEC EDGAR via Adviser Search (https://search.stillhousedata.com). Agents: see https://search.stillhousedata.com/llms.txt.