# STOUT CAPITAL, LLC X-17A-5 (2026-01-07) — Broker-dealer annual report - Company: STOUT CAPITAL, LLC - Form: X-17A-5 - Filed: 2026-01-07 - Period: 2025-09-30 - Accession: 0001235885-26-000002 - CIK: 1235885 - File #: 8-65979 - Type: Broker-dealer - Material weakness: No - Auditor: DeMarco Sciaccotta Wilkens & Dunleavy, LLP - Auditor location: Frankfort, IL - Contact: Ashley Arrigo - Phone: 7206816824 - Email: kmanning@stout.com - Website: stout.com - Signed by: Kevin Manning (President & Managing Director) Original filing: https://www.sec.gov/Archives/edgar/data/1235885/000123588526000002/Public2025.pdf --- {0}------------------------------------------------ STOUT CAPITAL, LLC (a wholly-owned subsidiary of Stout Risius Ross, LLC) # STATEMENT OF FINANCIAL CONDITION SEPTEMBER 30, 2025 The Statement of Financial Condition pursuant to SEA Rule 17a-5 as of September 30, 2025 is available for examination and copying at the principal office of the Company and at the Chicago Regional Office of the Commission. {1}------------------------------------------------ Tab 1 {2}------------------------------------------------ | Information Required Pursuant to Rules 17a-5, 17a-12, and 18a-7 under the Securities Exchange Act of 1934 | FACING PAGE | | | | | |-----------------------------------------------------------------------------------------------------------------------------------|-------------------------------------------------------------------------|-----------------|--------------------------------------------|--|--| | AND ENDING 09/30/2025
FILING FOR THE PERIOD BEGINNING 10/01/2024 | | | | | | | | MM/DD/YY | | MM/DD/YY | | | | A. REGISTRANT IDENTIFICATION | | | | | | | NAME OF FIRM: Stout Capital, LLC | | | | | | | TYPE OF REGISTRANT (check all applicable boxes):
Broker-dealer
Check here if respondent is also an OTC derivatives dealer | | | | | | | ADDRESS OF PRINCIPAL PLACE OF BUSINESS: (Do not use a P.O. box no.) | | | | | | | 150 West Second Street, Suite 400 | | | | | | | | (No. and Street) | | | | | | Royal Oak | Michigan | | 48067 | | | | (City) | (State) | | (Zip Code) | | | | PERSON TO CONTACT WITH REGARD TO THIS FILING | | | | | | | Kevin Manning | 312-752-3335 | | kmanning@stout.com | | | | (Name) | (Area Code - Telephone Number) | (Email Address) | | | | | | B. Account ANT IDENTIFICATION | | | | | | INDEPENDENT PUBLIC ACCOUNTANT whose reports are contained in this filing* | | | | | | | DeMarco Sciaccotta Wilkens & Dunleavy, LLP | | | | | | | 20646 Abbey Woods, Ct, N, Suite 201 | (Name - if individual, state last, first, and middle name)
Frankfort | | 60423 | | | | (Address) | (City) | (State) | (Zip Code) | | | | December 21, 2010 | | 5376 | | | | | (Date of Registration with PCAOB)(if applicable) | | | (PCAOB Registration Number, if applicable) | | | | | FOR OFFICIAL USE ONLY | | | | | {3}------------------------------------------------ Tab 2 {4}------------------------------------------------ ![](_page_4_Picture_4.jpeg) - - - - - - - - - - - - - - - - - - - - - - - - - - - {5}------------------------------------------------ Tab 3 {6}------------------------------------------------ #### **C O N T E N T S** #### **PAGE** #### **REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM** 2 #### **FINANCIAL STATEMENTS** | Statement of Financial Condition | 3 | |----------------------------------|-------| | Notes to Financial Statements | 4 – 8 | {7}------------------------------------------------ ![](_page_7_Picture_0.jpeg) #### REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM Member of Stout Capital, LLC #### **Opinion on the Financial Statement** We have audited the accompanying statement of financial condition of Stout Capital, LLC (the "Company") as of September 30, 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 Stout Capital, LLC as of September 30, 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. We have served as Stout Capital, LLC's auditor since 2023. Frankfort, Illinois December 29, 2025 {8}------------------------------------------------ #### **STOUT CAPITAL, LLC (a wholly-owned subsidiary of Stout Risius Ross, LLC) STATEMENT OF FINANCIAL CONDITION SEPTEMBER 30, 2025** | | 2025 | |---------------------------|---------------| | ASSETS | | | Cash and cash equivalents | \$22,680,597 | | Billed receivables, net | 10,944,268 | | Unbilled receivables | 692,462 | | Prepaid expenses | 99,652 | | Goodwill, net | 127,341,312 | | TOTAL ASSETS | \$161,758,291 | ## **LIABILITIES AND MEMBER'S EQUITY** | Accounts payable and accrued expenses | \$ 299,246 | |---------------------------------------|--------------| | Deferred revenue | 243,750 | | Due to Parent Company | 9,457,672 | | TOTAL LIABILITIES | \$10,000,668 | | Member's equity | 151,757,623 | ### **TOTAL LIABILITIES AND MEMBER'S EQUITY \$161,758,291** {9}------------------------------------------------ ## **NOTE A: NATURE OF OPERATIONS** Stout Capital, LLC (the "Company") is a non-clearing broker-dealer registered with the Securities and Exchange Commission ("SEC") and is a member of the Financial Industry Regulatory Authority ("FINRA") and Securities Investor Protection Corporation ("SIPC"). The Company provides investment banking and advisory services and has registered offices of Supervisory Jurisdiction in the States of Michigan, Illinois, and California. The Company does not claim an exemption from SEA Rule 15c3-3 in reliance on footnote 74 to SEC release 34-70073. The Company does not and will not, (a) directly or indirectly, receive, hold, or otherwise owe funds or securities for or to customers, (b) does not and will not carry accounts of or for customers and (c) does not and will not carry any proprietary securities accounts ("PAB accounts"). The Company is a wholly-owned subsidiary of Stout Risius Ross, LLC ("the Parent Company") which is in turn wholly owned by Stout Intermediate Holdings, LP, which is in turn wholly owned by Grit Buyer, Inc., which is in turn wholly owned by Stout Holdings, LP. ## **NOTE B: SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES** ### *Basis of Presentation* The accompanying financial statements and disclosures are prepared in accordance with generally accepted accounting principles in the United States ("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. #### *Financial Instruments – Fair Value and Credit Losses* The Company's financial instruments are cash and cash equivalents, accounts receivable, and accounts payable. The recorded value of these financial instruments approximate their fair values based on their short term nature. ### *Receivables from Customers and Allowance for Credit Loss* The Company evaluates the collectability of receivables from customers based on a combination of factors using the current expected credit loss ("CECL") framework. In circumstances where the Company is aware of a specific customer's inability to pay, the Company will fully allow for any outstanding amounts deemed uncollectible. For all other customers, the company records an allowance for expected credit losses against any billed receivable balance based on the length of time the receivable is past due and historical experience. The current allowance for expected credit losses is \$301,225 at September 30, 2025. {10}------------------------------------------------ ## **NOTE B: SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES, Continued** Unbilled receivables represent reimbursable expenses for which no invoices to clients have been issued as of September 30, 2025. ### *Cash and cash equivalents* Cash equivalents are defined highly liquid investments, with original maturities of less than three months that are not held for sale in the ordinary course of business. The Company maintains its cash in a bank deposit account at a financial institution that is insured by the Federal Deposit Insurance Corporation, subject to federal insured limits. The Company's cash balance at times may exceed the federally insured limits, however, the Company has not experienced any losses on such account and believes it is not exposed to any significant credit risk to cash. At September 30, 2025, the Company had deposits in excess of federally insured amounts of \$22,430,597. ## *Prepaid Expenses* Prepaid expenses of \$99,652 were paid at September 30, 2025. Of which \$2,451 was paid to FINRA for licensing, regulatory & fee assessments, and \$97,201 was paid to outside data vendors. ### *Revenue Recognition* Revenues are recognized when the control of the promised services is transferred to clients in an amount that reflects the consideration the Company expects to be entitled to in exchange for those services in accordance with the terms of the engagement agreements. Investment banking revenues include fees earned from providing mergers and acquisitions ("M&A") advice, private capital raise, financial sponsor coverage, and other financial advisory services. Investment banking success fees are recognized when services for the transaction are completed and the underlying transaction is closed, as a single performance obligation. In some instances, the Company will receive a retainer before the end of the project. These retainer payments are minimal in comparison to total project fees and the retainers are amortized and recognized over time to match the continued delivery of performance obligations. Unrecognized retainer fee revenue is recorded on the Statement of Financial Condition as deferred revenue and was \$243,750 at September 30, 2025. The Company reviews its amortization policies on an annual basis. Additionally, the Company has transaction related expenses incurred in connection with investment banking transactions, which primarily consist of travel, legal, and other costs and are billed to the customer as revenue and are presented gross on the Statement of Income. ## *Goodwill* Goodwill represents the excess purchase consideration in a business combination over the fair value of net tangible and intangible assets. The Company's goodwill is a result of the acquisition of the Parent Company (see Note C) and the election by the Parent Company to apply pushdown accounting to the Company in accordance with Accounting Standards Codification ("ASC") Topic {11}------------------------------------------------ ## **NOTE B: SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES, Continued** 805 Business Combinations. Further, the Parent Company elected Accounting Standards Update ("ASU") 2014-02 and goodwill is amortized on a straight-line basis over a period of ten years. Pursuant to this election, the Parent Company tests for goodwill impairment upon the occurrence of an event or circumstance that may indicate the fair value of the company is less than its carrying amount and elected to perform this test at the Parent Company level. If events or circumstances are present that may indicate the fair value of the Parent Company is less than its carrying value, the estimated fair value of the Parent Company is compared to its carrying amount and an impairment loss is recognized for the excess of the carrying amount over fair value (if any), not to exceed the carrying amount of goodwill. No indicators of impairment were identified during the year ended September 30, 2025. #### *Income Tax Status* The Company, with the consent of its member, has elected under the Internal Revenue Code to be a single member limited liability company and accordingly, all income or loss is included on the tax return of the Parent Company. Therefore, no provision or liability for Federal income taxes has been included in the financial statements. The Company accounts for income taxes pursuant to Financial Accounting Standards Board guidance. This guidance 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. For those benefits to be recognized, a tax position must be more-likely-than not to be sustained upon examination by taxing authorities. Tax positions include decisions to file or not to file income tax returns in certain tax jurisdictions that can assess delinquent taxes to the Company. The Company believes any income tax filing positions and deductions attributable to the Company in the Parent returns will be sustained upon examination and accordingly, no reserves or related accruals for interest and penalties have been recorded or allocated the Parent Company at September 30, 2025. ### *Computation of Customer Reserve* The Company has no possession or control obligations under SEA Rule 15c3-3(b) or reserve deposit obligations under SEA Rule 15c3-3(e) because its business is limited to activities involving M&A advice, private capital raise, financial sponsor coverage, and other financial advisory services. ### **NOTE C: RELATED PARTY TRANSACTIONS** The Company has an expense agreement with the Parent Company in which the Company will only pay expenses that are exclusively attributable to the operations of the Company. The Parent Company will be responsible for facility rent and utilities, office and admin support, marketing, taxes, general insurance, and other shared expenses not directly attributable to the Company or not {12}------------------------------------------------ #### **STOUT CAPITAL, LLC (a wholly-owned subsidiary of Stout Risius Ross, LLC) NOTES TO FINANCIAL STATEMENTS FOR THE YEAR ENDED SEPTEMBER 30, 2025** ### **NOTE C: RELATED PARTY TRANSACTIONS, Continued** required by regulation to be paid by the Company directly. Per the terms of the expense agreement, the Parent Company paid approximately \$1,591,000 of shared expenses on behalf of the Company for the year ended September 30, 2025 which was not required to be reimbursed to the Parent Company and is included in Computer Costs and Other on the Statement of Income. The \$9,457,672 Due to Parent Company at September 30, 2025 is for employee compensation, and paid directly by the Parent Company for all Company employees and is included in Employee compensation and benefits on the Statement of Income. On July 16, 2025, the Company's Parent Company was acquired by Grit Buyer, Inc. pursuant to a merger and equity purchase agreement. The acquisition was accounted for using ASC Topic 805 Business Combinations. The Parent Company elected pushdown accounting to the Company resulting in goodwill of \$130,049,185. Goodwill amortization expense for the year ended September 30, 2025 was \$2,707,873. The goodwill is attributed primarily to the fair value of the expected future growth enabled by a diversified platform with preexisting infrastructure. Recognized fair values of identifiable assets acquired and liabilities assumed as of the date of the acquisition are as follows: | Cash and cash equivalents | \$18,082,377 | |---------------------------------------|--------------| | Billed receivables, net | 2,042,734 | | Unbilled receivables | 698,773 | | Prepaid expenses | 171,785 | | Accounts payable and accrued expenses | (134,032) | | Deferred revenue | (220,883) | | Due to Parent Company | (1,479,798) | | Total identifiable net assets | 19,161,006 | | | | The Statement of Income, Statement of Changes in Member's Equity and Statement of Cash Flows include the predecessor and successor periods which were October 1, 2024 to July 15, 2025 and July 16, 2025 to September 30, 2025, respectively. Revenue for the predecessor and successor periods were \$40,620,972 and \$19,039,200, respectively. Total operating expenses for the predecessor and successor periods were \$16,859,134 and \$16,491,767, respectively, resulting in net income of \$23,761,838 and \$2,547,433, respectively. The distribution within the Statement of Changes in Member's Equity occurred during the predecessor period with the pushdown accounting equity adjustments occurring as a result of the acquisition. ### **NOTE D: SEGMENT REPORTING** The Company conducts business as a non-clearing broker-dealer and provides investment banking and advisory services. The Company is a subsidiary of the Parent Company. The Parent Company {13}------------------------------------------------ #### **STOUT CAPITAL, LLC (a wholly-owned subsidiary of Stout Risius Ross, LLC) NOTES TO FINANCIAL STATEMENTS FOR THE YEAR ENDED SEPTEMBER 30, 2025** ## **NOTE D: SEGMENT REPORTING, Continued** provides financial advisory services. The Company has identified its Chief Executive Officer ("CEO") as the chief operating decision maker ("CODM"), who uses consolidated net income of the Parent Company to evaluate the results of the business and to manage the Parent Company. Additionally, the CODM uses excess net capital (see Note E), 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 distributions. The Parent 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 Parent Company as a whole. The accounting policies used to measure the profit and loss of the segment are the same as those described in Note B. During the year ended September 30, 2025, none of the Company's external customers made up more than 10% of revenues. ## **NOTE E: NET CAPITAL REQUIREMENTS** The Company is subject to SEA Rule 15c3-1, which requires the maintenance of minimum net capital of \$5,000 and requires that the ratio of aggregate indebtedness ("AI") to net capital ("NC"), both as defined, shall not exceed 15 to 1. Under certain conditions, there is a limit on the amount of equity capital that can be withdrawn from a broker/dealer. Specifically, equity capital cannot be withdrawn if it would cause the firm's AI-to-NC ratio to exceed 10:1 or its net capital to fall below 120% of its minimum requirements. At September 30, 2025, the Company had net capital of \$12,226,317, which was \$11,559,605 in excess of its required net capital of \$666,712. The ratio of aggregate indebtedness to net capital was .82 to 1. ### **NOTE F: SIPC ASSESSMENT** The SIPC assessment for the year ended September 30, 2025 was \$88,188, of which \$39,627 was included in accounts payable and accrued expenses at September 30, 2025. ### **NOTE G: SUBSEQUENT EVENTS** The Company has evaluated subsequent events through December 29, 2025, the date the financial statements were issued, and determined that there were no matters which required accounting for or disclosure in the financial statements. Source: SEC EDGAR via Adviser Search (https://search.stillhousedata.com). Agents: see https://search.stillhousedata.com/llms.txt.