# ICAPITAL MARKETS LLC X-17A-5 (2026-02-27) — Broker-dealer annual report - Company: ICAPITAL MARKETS LLC - Form: X-17A-5 - Filed: 2026-02-27 - Period: 2025-12-31 - Accession: 0001146254-26-000002 - CIK: 1146254 - File #: 8-53640 - Type: Broker-dealer - Material weakness: No - Auditor: Deloitte & Touche LLP - Auditor location: New York, NY - Contact: Keith George - Phone: 212-668-8700 - Email: kgeorge@acisecure.com - Website: acisecure.com - Signed by: Stephen Houston (Head of Broker Dealer) Original filing: https://www.sec.gov/Archives/edgar/data/1146254/000114625426000002/icapitalpublicaudit.pdf --- {0}------------------------------------------------ UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 > ANNUAL REPORTS FORM X-17A-5 PART III OMB APPROVAL OMB Number: 3235-0123 Expires: Nov. 30, 2026 Estimated average burden hours per response: 12 SEC FILE NUMBER 8-53640 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 01/01/2025 MM/DD/YY MM/DD/YY A. REGISTRANT IDENTIFICATION # NAME OF FIRM: ICAPITAL MARKETS LLC TYPE OF REGISTRANT (check all applicable boxes): 1 01 @ Broker-dealer \_ \_ \_ \_ \_ Security-based swap dealer \_ \_ \_ \_ Major security-based swap participant □ Check here if respondent is also an OTC derivatives dealer AND ENDING 12/31/2025 ADDRESS OF PRINCIPAL PLACE OF BUSINESS: (Do not use a P.O. box no.) | (Name) | (Area Code - Telephone Number) | (Email Address) | |----------------------------------------------|--------------------------------|-----------------------| | KEITH GEORGE | (212) 668-8700 | KGEORGE@ACISECURE.COM | | PERSON TO CONTACT WITH REGARD TO THIS FILING | | | | (City) | (State) | (Zip Code) | | New York | NY | 10165 | | | (No. and Street) | | | 60 East 42nd Street, 26FL | | | #### B. ACCOUNTANT IDENTIFICATION #### INDEPENDENT PUBLIC ACCOUNTANT whose reports are contained in this filing\* Deloitte & Touche LLP | | (Name - if individual, state last, first, and middle name) | | | |--------------------------------------------------|------------------------------------------------------------|---------|--------------------------------------------| | 30 Rockefeller Plaza | New York | NY | 10112 | | (Address) | (City) | (State) | (Zip Code) | | 10/20/2003 | | 34 | | | (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 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 | STEPHEN HOUSTON | swear (or affirm) that, to the best of my knowledge and belief, the | | |-----------------------------------------------------------------|---------------------------------------------------------------------|-------| | financial report pertaining to the firm of ICAPITAL MARKETS LLC | | as of | | | | | December 31 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. Signature: Title: HEAD OF BROKER DEALER #### 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). - [ (d) Statement of cash flows. - [e) Statement of changes in stockholders' or partners' or sole proprietor's equity. - O (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. - [] [i] 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. - [ ] 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 have existed since the date of the previous audit, or a statement that no material inadequacies exist, under 17 CFR 240.17a-12(k). - □ (z) Other: \_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_ - \*\* To request confidential treatment of certain portions of this filing, see 17 CFR 240.170-5(e)(3) or 17 CFR 240.180-7(d)(2), as applicable. {2}------------------------------------------------ # iCapital Markets LLC (SEC I.D. No. 8-53640) STATEMENT OF FINANCIAL CONDITION As of December 31, 2025 And Report of Independent Registered Public Accounting Firm This report is deemed PUBLIC in accordance with Rule 17a-5(e)(3) under the Securities Exchange Act of 1934. {3}------------------------------------------------ # ICAPITAL MARKETS LLC TABLE OF CONTENTS | Report of Independent Registered Public Accounting Firm | ಗ | |----------------------------------------------------------|-----| | Statement of Financial Condition as of December 31, 2025 | | | Notes to Financial Statements | 2-d | {4}------------------------------------------------ # De oitte. Deloitte & Touche LLP 30 Rockefeller Plaza New York, NY 10112-0015 USA Tel: +1 212 492 4000 Fax: +1 212 489 1687 www.deloitte.com ## REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM To the Member and Those Charged with Governance of iCapital Markets LLC #### Opinion on the Financial Statement We have audited the accompanying statement of financial condition of iCapital Markets LLC (the "Company") 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 Company as of December 31, 2025, in conformity with accounting principles generally accepted in the United States of America. #### Basis for Opinion The financial statement is the responsibility of the Company's management. Our responsibility is to express an opinion on this financial statement based on our audit. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB. We conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statement is free of material misstatement, whether due to error or fraud. Our audit included performing procedures to assess the risks of material misstatement of the financial statement, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statement. Our audit also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statement. We believe that our audit of the financial statement provides a reasonable basis for our opinion. February 26, 2026 We have served as the Company's auditor since 2018. {5}------------------------------------------------ ## ICAPITAL MARKETS LLC STATEMENT OF FINANCIAL CONDITION | | As of | | |------------------------------------------|-------------------|-------------| | | December 31, 2025 | | | ASSETS | | | | Cash and cash equivalents | ಕಿತ | 80,423,903 | | Due from clearing broker | | 1,321,016 | | Fees receivable | | 67,740,785 | | Other receivables | | 692,716 | | Due from affiliates | | 2,454,780 | | Prepaid expenses | | 659.445 | | Securities owned, at fair value, net | | 2,761,489 | | Total assets | S | 156,054,134 | | | | | | LIABILITIES AND MEMBER'S EQUITY | | | | Liabilities | | | | Due to affiliate | | 24,149,391 | | Accounts payable and accrued liabilities | | 7,957,953 | | Third party distribution payable | | 9,595,483 | | Total liabilities | | 41,702,827 | | | | | | Member's equity | | | | Member's equity | | 114,351,307 | | Total member's equity | | 114,351,307 | | Total liabilities and member's equity | ಕಿತ | 156,054,134 | The accompanying notes are an integral part of this statement of financial condition. {6}------------------------------------------------ #### Note 1. Organization iCapital Markets LLC (the "Company" or "iCapital Markets"), is a broker-dealer registered with the United States Securities and Exchange Commission ("SEC") and is a member of the Financial Industry ("FINRA"). iCapital Markets, formerly known as AXIO Financial LLC ("AXIO") was founded in December 2001 under the laws of the State of Delaware. On November 1, 2021, AXIO was acquired by Institutional Capital Network Inc. ("ICN"). After receipt of regulatory approval, iCapital, Inc. (the "Ultimate Parent") completed a merger in 2023 of its three broker subsidiaries to form iCapital Markets. The Company connects financial advisors at banks, independent broker-dealers, registered investment advisors ("RIA") and custodians (collectively "Wealth Managers") with structured product issuers, and asset managers (collectively "Product Providers") in order to assist with the marketing and distribution of financial products. Additionally, the Company provides administrative oversight of private funds. The Company operates out of 7 branches, located in New York, Connecticut, Toronto, Massachusetts, Florida, New Jersey, and California. The Company is a wholly owned subsidiary of iCapital Markets Holding, LLC, which is a wholly-owned subsidiary of ICN. ICN is a wholly owned subsidiary of the Ultimate Parent. #### Note 2. Summary of Significant Accounting Policies Basis of presentation: The accompanying financial statements are presented in conformity with accounting principles generally accepted in the United States of America ("U.S. GAAP"). All amounts are presented in U.S. dollars. Use of estimates: The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, disclosures of contingent assets and liabilities. Management's judgment is based on its knowledge and experience about past and its assumptions about conditions it expects to exist and courses of action it expects to take in the future. Actual results could differ materially from those estimates. Cash and cash equivalents: The Company considers all highly liquid investments with an original maturity of three months or less to be cash equivalents. As of December 31, 2025 the Company had \$38,870,232 of cash equivalents in money market accounts which are considered Level 1 investments. Cash held by financial institutions which exceed the Federal Deposit Insurance Corporation ("FDIC") limits expose the Company to concentrations of credit risk. For cash deposits greater than the FDIC insured limit of \$250,000, the Company has implemented cash sweeps into treasury market funds or insured cash sweep services to mitigate this risk. The Company has not experienced any losses in such accounts and believes it is not significant credit risk on cash deposits. {7}------------------------------------------------ Fees receivable: The Company records its fees receivable at cost, less an allowance for credit basis, the Company evaluates its receivables an allowance for credit losses, if necessary, based on a history of past bad debts, collections, and assessment of future collections. This involves the process of determining whether the Company will be able to collect substantially all of the consideration to which it will be entitled. In accordance with U.S. GAAP, the allowance for credit losses is deducted from the amortized cost of the financial asset to present the net amount expected to be collected, as applicable. As of December 31, 2025 the Company did not have an allowance for credit losses. Other receivables: The Company provides seed money for certain funds to create unit investment trusts for sale to investors, which is expected to be returned to the Company once fund equity is sold. Due from affiliates: Due from affiliates consists primarily of amounts receivable from affiliated entities for placement service fees (see Note 5). Prepaid expenses paid prior to the related services being rendered will be recognized on a straight-line basis over the relevant service period applicable to the services rendered. Due to affiliate: Due to affiliate primarily consists of allocated operational expenses sharing agreement (see Note 5). Accounts payable and accrued liabilities: Accounts payable and accrued liabilities primarily includes accrued compensation expenses, accrued technology expenses and other fees inclusive of professional and other services, which the Company owes in the normal course of business Third party distribution payable: Instances arise where the Company incurs and accrues third party distribution costs in connection with the sale of investments in funds or structured products. In this scenario, a written contract exists between the Company and the third party with whom such third party distribution costs are owed. Fair Value of Financial Instruments: Accounting Standards Codification ("ASC") 820, Fair Value Measurements and Disclosures ("ASC 820"), defines fair value as the price that would be received upon sale of an asset of a liability in an orderly transaction between market participants at the measurement date and in the principal or most advantageous market for that asset or liability. The fair value shouldted based on assumptions that market participants would use in pricing the asset or liability, not on assumptions specific to the entity. ASC 820 specifies a hierarchy of valuation techniques based upon to those valuation techniques reflect assumptions other market participants would use based upon market data obtained from independent uputs). In accordance with ASC 820, the following summarizes the fair value hierarchy: Level I Inputs - Unadjusted quoted market prices for identical assets and liabilities in an active market that the Company has the ability to access. Level II Inputs - Inputs other than the quoted prices in active markets that are observable either directly. These include quoted prices for similar assets or liabilities in active markets and quoted prices for similar assets or liabilities in markets that are not active {8}------------------------------------------------ Level III Inputs - Inputs based on prices or valuation techniques that are both unobservable and significant to the overall fair value measurement. As of December 31, 2025, other than Securities owned, at fair value, net, there were no other assets that were required to be reported at fair value. The carrying values of non-derivative financial instruments, including Cash, Due from clearing broker, Fees receivable, Other receivables, Due from affiliates, Prepaid expenses, Due to affiliate, Accounts payable and accrued liabilities, and Third party distribution payable approximate their values due to the short term nature of these financial instruments. There were no changes in methods or assumptions used during the year ended December 31, 2025. The Company values financial instruments using quoted prices in active markets when available. In the absence of position specific quoted prices, fair value may be determined through benchmarking from similar securities, the Company's own models, and pricing available from other vendors as appropriate. The following tables show the major categories of cash equivalents and securities owned at fair value as of December 31, 2025, grouped by the fair value hierarchy: | | Level I | Level II | Level III | | |-----------------------------------------------------------------|------------------------------------------------------------|----------------------------------------|------------------------------------------|------------------------------------| | Cash equivalents and
Securities owned, at fair
value, net | Quoted prices in
active markets for
identical assets | Significant other
observable inputs | Significant other
unobservable inputs | Balance as of
December 31, 2025 | | Cash equivalents in | | | | | | money market accounts | 38,870,232
A | | | 38,870,232
ಕೆ | | Unit Investment Trust | | 1,663,190 | | 1,663,190 | | Other | | 1.098.299 | | 1,098,299 | | Total | 38.870.232 | 2,761.489 | | 41,631,721 | #### Note 3. Net Capital Requirements The Company is subject to the SEC Uniform Net Capital Rule (Rule 15c3-1). The Company has elected to compute net capital utilizing the alternative method. As such, the Company is required to maintain minimum net capital of the greater of \$250,000 or 2% of aggregate debits in customer accounts. The Company does not hold any customer funds so the firm is only required to maintain the \$250,000 statutory minimum at all times. As of December 31, 2025, the Company had net capital of \$45,598,751, which was \$45,348,751 in excess of its required net capital. #### Note 4. Due from Clearing Broker The Company clears all of its proprietary and customer transactions trades through a third party financial institution on a fullydisclosed basis. For this service, the third party receives a percentage of the gross commission on each transaction. As of December 31, 2025, the Company had \$1,321,016 receivable from the third party. {9}------------------------------------------------ #### - - -- !"#\$!%& !'(&) \*+)&,-&. /,- 0-123450363734682994:3:47;9703<37=2375703721>9=663<66?22176>963@188934=7041<1:5 A21=?76?22176>967170-12345B0734682994:3:4721>9=681?4379148170-123457170 <37=2375816>9621>9==B0?4379149633451?76734=94:2353<6817066>96B 0-1234503647=947134334:47701?:0;090973462<3476>986813889<937=479796B0-12345 036EFFG9>3<34=1?76734=94:817096334:47361834=94393<34=:967=94=DC<94@=344?975147376B 1?476<37=71946?34C<37=21=?7639<<=8134=239=7170<37=23753:967=946?3421=?34= 3609>=9673468==97<57170-12345B61870-1234503=EFG9>3<34= 1?76734=94:8170<37=237534=94<34=170D246:43<34=3=94967379>34= 218669143<6>9D2466;3<<137=7170-1234536=?2147021791418701470<5167694?=5- ?<792<9=57067937=34=36143<2473:188817==937=711@C=3<379>9796270:47B 343:4767937=702473:1888172=2374736=147394<>3473<<137914=9>66?036>4?8?4= 1?4712<378136676B618EFFLL962353<71-813<<137=34=7394170D24664718 7031?47=?81-81947123452<3476>98634=12966703<3418?713889<93761470-12345H6 7374718943493<-14=97914B !M#\$/-N-&,'O,.!) &/, /!- -36034=360P?9>3<476356?Q770-1234571144737914618=9796@983<34637345148943493<946797?7914 D=70-946?34<9976B092371831<<326534@6;970947094=?6751?<=6?<7943@7>1<379<97534= ?47394757037353=>6<5923770-12345R66?<76B0-12345<9>697979:37670696@6592<4794:360 6;26 9471 736?5 145 3@7 8?4=6 1 946?=360 6;2 6>9681 360 =216976 :37 703470-946?=<99718E34=1497194:70=97;170946634=8943493<2169791418946797?79146;970;09097 01<=6360=216976B {10}------------------------------------------------ #### Note 7. Segment Reporting The Company is a registered broker-dealer with the sole purpose of alternative investment products. Therefore, the Company's operations constitute a single operating segment. The Company's Chief Operating Decision Maker ("CODM") manages the business activities using information of the Company as a whole. Management has identified the Head of Broker Dealer as the CODM, as their role entails overseeing the facilitation of sales of alternative investment products for the Company. The CODM reviews financial information to evaluate the results of the business and manage the Company, in which he evaluates the Company's financial performance primarily based on net income. #### Note 8. Commitments and Contingencies The Company had no lease or equipment rental commitment liabilities as of or for the year ended December 31, 2025 that are material in nature. As of December 31, 2025 the Company was not subject to material litigation nor was the Company aware of any material litigation pending against it. In the normal course of business, the Company enters that contain various representations and warranties and provide general indemnifications. The Company's maximum exposure under these arrangement on future claims against the Company and is presently unknown. However, based on experience, the Company considers the risk of loss from such potential claims to be remote. As of December 31, 2025, the Company does not have accruals for legal contingencies. #### Note 9. Subsequent Events The Company has evaluated all events or transactions that occurred after December 31, 2025 through the issuance date of February 26, 2026. During this period, there were no material subsequent events requiring disclosure. Source: SEC EDGAR via Adviser Search (https://search.stillhousedata.com). Agents: see https://search.stillhousedata.com/llms.txt.