# XT CAPITAL PARTNERS, LLC X-17A-5 (2026-02-26) — Broker-dealer annual report

- Company: XT CAPITAL PARTNERS, LLC
- Form: X-17A-5
- Filed: 2026-02-26
- Period: 2025-12-31
- Accession: 0001146299-26-000001
- CIK: 1146299
- File #: 8-53683
- Type: Broker-dealer
- Material weakness: No
- Auditor: DCPA
- Auditor location: Century City, CA
- Contact: Julie Cochran
- Phone: 212-909-2680
- Email: jcochran@xtcapital.com
- Website: xtcapital.com
- Signed by: Ernest Kappotis (FINOP)

Original filing: https://www.sec.gov/Archives/edgar/data/1146299/000114629926000001/public.pdf

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#### UNITED **STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549**

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# **ANNUAL REPORTS FORM X-17A-5 PART Ill**

SEC FILE NUMBER 8-53683

|                                                                                                                                     | FACING PAGE                                                                                                                                                                                                                                     |                                         |                        |  |  |
|-------------------------------------------------------------------------------------------------------------------------------------|-------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|-----------------------------------------|------------------------|--|--|
|                                                                                                                                     | Information Required Pursuant to Rules 17a-S, 17a-12, and 188-7 under the Securities Exchange Act of 1934                                                                                                                                       |                                         |                        |  |  |
| FILING FOR THE PERIOD BEGINNING                                                                                                     | ___<br>0_1_/0_1_/_2_5_ AND ENDING                                                                                                                                                                                                               | ___                                     | __<br>1_2_/3_1 /_2_5   |  |  |
|                                                                                                                                     | MM/DD/YY                                                                                                                                                                                                                                        |                                         | MM/DD/YY               |  |  |
| A. REGISTRANT IDENTIFICATION                                                                                                        |                                                                                                                                                                                                                                                 |                                         |                        |  |  |
| NAME oF FIRM: XT Capital Partners, LLC                                                                                              |                                                                                                                                                                                                                                                 |                                         |                        |  |  |
| TYPE OF REGISTRANT {check all applicable boxes):<br>~ Broker-dealer<br>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.)                                                                                                                                                                             |                                         |                        |  |  |
| 223 High Meadow Road                                                                                                                |                                                                                                                                                                                                                                                 |                                         |                        |  |  |
|                                                                                                                                     | (No. and Street)                                                                                                                                                                                                                                |                                         |                        |  |  |
| Southport                                                                                                                           | CT                                                                                                                                                                                                                                              |                                         | 06890                  |  |  |
| (City)                                                                                                                              | (State)                                                                                                                                                                                                                                         |                                         | (Zip Code)             |  |  |
| PERSON TO CONTACT WITH REGARD TO THIS FILING                                                                                        |                                                                                                                                                                                                                                                 |                                         |                        |  |  |
| Julie M. Cochran                                                                                                                    | 212-909-2680                                                                                                                                                                                                                                    |                                         | jcochran@xtcapital.com |  |  |
| (Name)                                                                                                                              | (Area Code - Telephone Number)                                                                                                                                                                                                                  | (Email Address)                         |                        |  |  |
|                                                                                                                                     | 8. ACCOUNTANT IDENTIFICATION                                                                                                                                                                                                                    |                                         |                        |  |  |
| DCPA                                                                                                                                | INDEPENDENT PUBLIC ACCOUNTANT whose reports are contained in this filing•                                                                                                                                                                       |                                         |                        |  |  |
| (Name - if individual, state last, first, and middle name)                                                                          |                                                                                                                                                                                                                                                 |                                         |                        |  |  |
|                                                                                                                                     | 2121 Avenue of the Stars #800 Century City                                                                                                                                                                                                      | CA                                      | 90067                  |  |  |
| (Address)                                                                                                                           | (City)                                                                                                                                                                                                                                          | (State)                                 | (Zip Code)             |  |  |
| 9/15/2020                                                                                                                           |                                                                                                                                                                                                                                                 | 6567                                    |                        |  |  |
| (Date of Registration with PCAOB)(if applicable)<br>(PCAOB Registration Number, if appl icable)                                     |                                                                                                                                                                                                                                                 |                                         |                        |  |  |
|                                                                                                                                     | FOR OFFICIAL USE ONLY                                                                                                                                                                                                                           |                                         |                        |  |  |
|                                                                                                                                     | • Oaims for exemption from the requirement that the annual reports be covered by the reports of an independent public<br>accountant must be supported by a statement of facts and circumstances relied on as the basis of the exemption. See 17 |                                         |                        |  |  |

CFR 240.17a-S(e)(l)(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 0MB control number.** 

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#### OATH **OR AFFIRMATION**

| I, Julie M. Cochran                                                                                                                 |  | swear (or affirm) that, to the best of my knowledge and belief, the               |  |  |
|-------------------------------------------------------------------------------------------------------------------------------------|--|-----------------------------------------------------------------------------------|--|--|
| financial report pertaining to the firm of XT Capital Partners, LLC                                                                 |  | as of                                                                             |  |  |
| 2~,<br>12/31                                                                                                                        |  | 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.                                                                                                              |  |                                                                                   |  |  |
| Subscribed and Sworn before me,<br>~,<br>a Notary Public, in and for,<br>,-.C, -e_ \ d<br>County of                                 |  | ~-<br>~1/<br>Signatur<br>Title<br>:<br>-<br>• •<br>-·                             |  |  |

Subscribed and Sworn before me, a Notary Public, in and for, County of ~, ,-.C, *-e\_* \ d... and State of Connecticut, this Managing Partner • '" . '· s--\"'\,. day of ~ .:: \c. .ru a.. "':f , Zo-ZJ~. ~ **all applicable boxes):** 

**This filing•• contains (check**  ; **\0** .;:;,.:\_ ; ~-,. . .., .. , iii (a) Statement of financial condition. \ ,;;\_• •• .,, , .•• ··, / ,,\_ .,,, •·········· <sup>~</sup>•

- 
- iii (b) Notes to consolidated statement of financial condition. ··•, •.. , **11**  .~••./
- D (c) Statement of income (loss) or, ifthere is other comprehensive income in the period(s) presented, a statement'or ..-r comprehensive income (as defined in § 210.1-02 of Regulation **S-X).**
- D (d) Statement of cash flows.
- D (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.
- D (g) Notes to consolidated financial statements.
- D (h) Computation of net capital under 17 CFR 240.1Sc3-1 or 17 CFR 240.18a-1, as applicable.
- D (i) Computation of tangible net worth under 17 CFR 240.18a-2.
- D ti) computation for determination of customer reserve requirements pursuant to Exhibit A to 17 CFR 240.15c3-3.
- 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.
- D (I) Computation for Determination of PAB Requirements under Exhibit A to§ 240.15c3-3.
- D (m) Information relating to possession or control requirements for customers under 17 CFR 240.1Sc3-3.
- D (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.
- D (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-5 or 17 CFR 240.18a-7, as applicable.
- D {s) Exemption report in accordance with 17 CFR 240.17a-5 or 17 CFR 240.18a-7, as applicable.
- Iii {t) Independent public accountant's report based on an examination of the statement of financial condition.
- D (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.
- D (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.
- D (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 240.15c3-1e or 17 CFR 240.17a-12, as applicable.
- D (y) 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). □ (z) Other:-----------------------------------
- 
- \*\*To request confidential treatment of certain portions of this filing, see 17 CFR 240.17a-5(e}{3) or 17 CFR 24O.1Ba-7(d}{2}, as applicable.

Title : -· - • •

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# **XT CAPITAL PARTNERS, LLC**

# FINANCIAL STATEMENT AND REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

DECEMBER 31 , 2025

(PUBLIC PURSUANT TO RULE 17a-5(e)(3))

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### **XT CAPITAL PARTNERS, LLC**

#### Table of Contents

#### (PUBLIC PURSUANT TO RULE 17a-5(e)(3))

December 31 , 2025

|                                                         | Page(s) |
|---------------------------------------------------------|---------|
| Report of Independent Registered Public Accounting Firm | 1       |
| Statement of Financial Condition                        | 2       |
| Notes to Financial Statements                           | 3-8     |

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# **REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM**

**p** 

To Those Charged with Governance and the Members ofXT Capital Partners, LLC:

#### **Opinion on the Financial Statement**

We have audited the accompanying statement of financial condition ofXT Capital Partners, LLC (the "Company") as of December 31 , 2025 , and the related notes (collectively referred to as the "financial statement"). In our opinion, the statement of financial condition 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**

This financial statement is the responsibility of the Company's management. Our responsibility is to express an opinion on the Company'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.

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 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.

*OCPA* 

DCPA We have served as the Company's auditor since 2025. Century City, California February 23, 2026

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# XT CAPITAL PARTNERS, LLC STATEMENT OF FINANCIAL CONDITION (PUBLIC PURSUANT TO RULE 17a-5(e)(3)) December 31 , 2025

# **ASSETS**

| Cash                                  | \$ | 56,253     |
|---------------------------------------|----|------------|
| Fees receivable                       |    | 865,634    |
| Prepaid expenses and other assets     |    | ,200<br>21 |
| Total Assets                          | \$ | 943,087    |
|                                       |    |            |
| LIABILITIES AND MEMBERS' EQUITY       |    |            |
| Liabilities                           |    |            |
| Compensation payable                  | \$ | 822,352    |
| Accounts payable and accrued expenses |    | 33,482     |
| Total Liabilities                     |    | 855,834    |
| Members' Equity                       |    | 87,253     |
| Total Liabilities and Members' Equity | \$ | 943,087    |

See accompanying notes to financial statements.

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### **Note 1 - Nature of Operations**

XT Capital Partners, LLC (the "Company") is a broker-dealer registered with the Securities and Exchange Commission ("SEC") and is a member of the Financial Industry Regulatory Authority ("FINRA"). The Company markets and distributes specialized investment management strategies for institutional investors.

The Company is a member of the Municipal Securities Rulemaking Board.

# **Note 2 - Summary of Significant Accounting Policies**

# *Basis of Presentation*

The financial statements have been prepared in conformity with accounting principles generally accepted in the United States of America ("GAAP").

# *Use of Estimates*

The preparation of financial statements in conformity with 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 revenues and expenses during the reporting period. Actual results could differ from those estimates.

# *Cash and Concentration of Credit Risk*

As of December 31 , 2025, the Company maintained its cash balance with one financial institution which, at times, exceeded federally insured limits. The Company has not experienced any loss in this account and believes it is not subject to any significant credit risk as of the date of issuance of these financial statements.

# *Fees Receivable*

Fees receivable are carried at the amounts billed to investment managers, net of \$0 allowance for credit losses, which is an estimate for credit losses based on a review of all outstanding amounts. Fees receivable were \$865,634 as of December 31 , 2025 of which \$822,352 is included in accrued compensation payable.

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### **Note 2 - Summary of Significant Accounting Policies (continued)**

#### *Allowance for Credit Losses*

The Company applies Accounting Standards Codification ("ASC") Topic 326, *Financial Instruments* - *Credit Losses* ("ASC 326") impairment model for certain financial assets measured at amortized cost by requiring a current expected credit loss ("CECL") methodology to estimate expected credit losses over the entire life of the financial asset, recorded at inception or purchase. Under the accounting update, the Company has the ability to determine there are no expected credit losses in certain circumstances.

The allowance for credit losses is based on the Company's expectation of the collectability of financial instruments carried at amortized cost, including cash and fees receivable utilizing the CECL framework. 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 the collectability in determining the allowance for credit losses. The Company's expectation is that the credit risk associated with fees receivable is not significant based on the nature of these financial assets, the credit quality of the counter party, the aging of these assets and the de minimus historical losses on such assets. Management does not believe that an allowance is required as of December 31 , 2025.

#### *Revenue Recognition*

The Company recognizes revenue as the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. The Company follows a five step model to (a) identify the contract(s) with a customer, (b) identify the performance obligations in the contract, ( c) determine the transaction price, ( d) allocate the transaction price to the performance obligations in the contract, and ( e) recognize revenue when ( or as) the entity satisfies a performance obligation.

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# **Note 2** - **Summary of Significant Accounting Policies (continued)**

### *Revenue Recognition (continued)*

The Company's principal source of revenue is derived from third party marketing revenue from raising capital on behalf of hedge funds, private equity, and other alternative funds. The Company believes that its performance obligation is satisfied at the point in time when capital is placed with the hedge funds, private equity and other alternative funds and in certain instances is based on the asset values placed with these funds during the applicable period of time the revenue is earned. The Company records third party marketing revenue at the point in time when the services for the transactions are completed under the terms of each assignment or engagement, the fee is determinable and the collectability is reasonably assured.

Contract assets arise when the revenue associated with the contract is recognized prior to the Company's unconditional right to receive payment under a contract with a customer (i.e. , unbilled receivable) and are derecognized when either it becomes a receivable or the cash is received. No contract assets are reported in the accompanying Statement of Financial Condition at December 31 , 2025.

Contract liabilities arise when customers remit contractual cash payments in advance of the Company satisfying its performance obligations under the contract and are derecognized when the revenue associated with the contract is recognized when the performance obligation is satisfied. No contract liabilities are reported in the accompanying Statement of Financial Condition at December 31 , 2025.

#### *Significant Judgments*

Revenue from contracts with customers includes fees from third party marketing revenue from raising capital on behalf of hedge funds, private equity, and other alternative funds. The recognition and measurement of revenue is based on the assessment of individual contract terms. Significant judgment is required to determine whether performance obligations are satisfied at a point in time or over time; how to allocate transaction prices where multiple performance obligations are identified; when to recognize revenue based on the appropriate measure of the Company's progress under the contract; and whether constraints on variable consideration should be applied due to uncertain future events.

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#### **Note 2 - Summary of Significant Accounting Policies (continued)**

#### *Equipment*

Equipment is stated at cost less accumulated depreciation. The Company provides for depreciation on the straight-line method as follows:

| Assets             | Estimated Useful Life |
|--------------------|-----------------------|
| Computer equipment | 3 Years               |

Depreciation expense for the year ended December 31 , 2025 was \$1 ,865 making the assets fully depreciated. The Company will enjoy the benefits of the fully depreciated assets until fully disposed of in a subsequent year.

#### *Income Taxes*

No provision for federal income taxes has been recorded because the Company is a limited liability company organized as a partnership and taxed as a partnership. Accordingly, each individual member reports its portion of the Company's net income or net loss on its respective personal income tax return.

The Company's state taxes are recorded directly at the Company level and are included in the Company's net income or net loss. The Company paid state taxes of \$3,500 for the year ended December 31 , 2025 .

At December 31 , 2025, management has determined that the Company had no uncertain tax positions that would require financial statement recognition. This determination will always be subject to ongoing reevaluation as facts and circumstances may require. The Company remains subject to U.S. federal and state income tax audits for the periods subsequent to 2021 . Interest and penalties related to income tax matters and uncertain tax positions are included in other expenses in the statement of operations. There were no material interest or penalties for the year ended December 31 , 2025 .

#### *Leases*

The Company recognizes and measures its leases in accordance with ASC 842, *Leases.*  The Company was a lessee in one noncancelable operating lease, for office space which was terminated. The lease liability was initially and subsequently recognized based on the present value of its future lease payments.

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### **Note 3** - **Concentration of Risk**

Revenues earned from three investment managers accounted for 91 % of the Company's total revenues for the year ended December 31 , 2025. Fees receivable from one investment manager represents 92% of the balance at December 31 , 2025 .

# **Note 4** - **Leases**

The Company leased office space under a noncancelable operating lease in Connecticut, but the Company ended the lease in March 2025 . This lease also required the Company to pay utilities and other costs associated with the office space.

### **Note 5** - **Related Party Transactions**

Related parties transactions include the payments to the members of the Company and payments made to the Company's retirement plan on behalf of the members of the Company.

The total of the guaranteed payment for the year was \$120,000, which is included in "compensation and other" in the Statement of Operations.

The Company maintains a Qualified Retirement Plan for its part1c1pants. Company contributions are made at the discretion of the members and are subject to limitations provided by the Internal Revenue Code. The contribution to the retirement plan for the year ended December 31 , 2025 was \$0.

### **Note 6** - **Net Capital Requirement**

The Company, as a member of the FINRA, is subject to the SEC Uniform Net Capital Rule 15c3-1 . This rule 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 1, and that equity capital may not be withdrawn if the resulting net capital ratio would exceed 10 to 1.

At December 31 , 2025, the Company's net capital was \$22,771 which was \$17,771 in excess of its minimum requirement of \$5,000 under SEC Rule 15c3-1 and the ratio of aggregate indebtedness to net capital was 1.4 7 to 1.

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### **Note** 7 - **Single Reportable Segment**

The Company follows ASC 280, Segment Reporting (including adoption of ASU 2023- 07), which requires companies to disclose segment data based on how management makes decisions about allocating resources to segments and evaluating performance.

The Company conducts its business activities and reports financial results as a single reportable segment, brokerage services segment. Using the management approach, qualitative and quantitative criteria established by ASC 280, the Company is considered to be a single reportable segment. The Chief Operating Decision Maker ("CODM"), the Managing Partner of the Company, makes decisions about allocating resources and assessing performance in a manner consistent with the way the Company operates its business and presents their financial results. The nature of business and accounting policies of the brokerage services segment are the same as described in the organization and nature of business and summary of significant accounting policies.

### **Note 8 - Subsequent Events**

The Company has evaluated events subsequent to the Statement of Financial Condition date for items requiring recording or disclosure in the financial statements. The evaluation was performed through the date the financial statements were available to be issued. Based upon this review, the Company has determined that there were no events which took place that would have a material impact on its financial statements.

# **Note 9-Commitments and Contingencies**

The Company had no commitments, no contingent liabilities and had not been named as a defendant in any lawsuit at December 31 , 2025, or during the year then ended.


Source: SEC EDGAR via Adviser Search (https://search.stillhousedata.com). Agents: see https://search.stillhousedata.com/llms.txt.
