# SP SECURITIES LLC X-17A-5 (2026-02-18) — Broker-dealer annual report - Company: SP SECURITIES LLC - Form: X-17A-5 - Filed: 2026-02-18 - Period: 2025-12-31 - Accession: 0001278765-26-000002 - CIK: 1278765 - File #: 8-66360 - Type: Broker-dealer - Material weakness: No - Auditor: Sanville & Company - Auditor location: Dallas, TX - Contact: William H Wilson Jr - Phone: 713-819-8980 - Email: will.wilson@sagepartnersltd.com - Website: sagepartnersltd.com - Signed by: William H Wilson Jr (CFO) Original filing: https://www.sec.gov/Archives/edgar/data/1278765/000127876526000002/spsecurities_2025.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 8-66360 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 AND ENDING 12/31/2025 A. REGISTRANT IDENTIFICATION NAME OF FIRM: SP Securities, LLC TYPE OF REGISTRANT (check all applicable boxes): Broker-dealer Security-based swap dealer Check here if respondent is also an OTC derivatives dealer MM/DD/YY Major security-based swap participant ADDRESS OF PRINCIPAL PLACE OF BUSINESS: (Do not use a P.O. box no.) 6363 Woodway Drive, Suite 1000 Houston (City) (No. and Street) Texas (State) 77057 (Zip Code) PERSON TO CONTACT WITH REGARD TO THIS FILING William H. Wilson Jr. 713-819-8980 will.wilson@sagepartnersltd.com (Name) (Area Code - Telephone Number) (Email Address) B. ACCOUNTANT IDENTIFICATION INDEPENDENT PUBLIC ACCOUNTANT whose reports are contained in this filing\* Sanville & Company (Name - if individual, state last, first, and middle name) 325 N. St. Paul St, Ste 3100 Dallas (Address) 09/18/2003 (City) Texas 75201 (State) 169 (Zip Code) (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 be covered by the reports of an independent public accountant must be supported by astatement of facts and circumstances relied on as the basis ofthe 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 | I, William H. Wilson Jr. | swear (or affirm) that, to the best of my knowledge and belief, the | |-----------------------------------------|-------------------------------------------------------------------------------------------------------------------------------------| | financial report pertaining to the firm | of SP Securities, LLC
as of | | December 31 | , 2 025, 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. | | ![](_page_1_Picture_2.jpeg) 02/18/26 Title: William H.Wilson Jr., CFO #### This filing\*\* contains (check all applicable boxes): - (a) Statement of financial condition. - ☐(b) Notes to consolidated statement of financial condition. - Π (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. - (f) Statement of changes in liabilities subordinated to claims of creditors. - (g) Notes to consolidated financial statements. - (h) Computation of net capital under 17 CFR 240.15c3-1 or 17 CFR 240.18a-1, as applicable. - (i) Computation of tangible net worth under 17 CFR 240.18a-2. - (j) Computation for determination of customer reserve requirements pursuant to Exhibit A to 17 CFR 240.15с3-3. - (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. - (1) Computation for Determination of PAB Requirements under Exhibit A to § 240.15c3-3. - (m) Information relating to possession or control requirements for customers under 17 CFR 240.15c3-3. - (n) Information relating to possession or control requirements for security-based swap customers under 17 CFR 240.15c3-3(p)(2) or 17 CFR 240.18a-4, as applicable. - (o) Reconciliations, including appropriate explanations, of the FOCUS Report with computation of net capital or tangible net worth under 17 CFR 240.15c3-1, 17 CFR 240.18a-1, or 17 CFR 240.18a-2, as applicable, and the reserve requirements under 17 CFR 240.15c3-3 or 17 CFR 240.18a-4, as applicable, if material differences exist, or a statement that no material differences exist. - (p) Summary of financial data for subsidiaries not consolidated in the statement of financial condition. - (q) Oath or affirmation in accordance with 17 CFR 240.17a-5, 17 CFR 240.17a-12, or 17 CFR 240.18a-7, as applicable. - (r) Compliance report in accordance with 17 CFR 240.17a-5 or 17 CFR 240.18a-7, as applicable. - Π (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. - Π (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 CFR 240.17a-5 or 17 CFR 240.18a-7, as applicable. 17 - (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 240.15c3-1e or 17 CFR 240.17a-12, as applicable. - 미 (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 240.18a-7(d)(2), as applicable. {2}------------------------------------------------ # **SP SECURITIES LLC** (A Texas Limited Liability Company) **Report of Independent Registered Public Accounting Firm, Financial Statements and Supplementary Information Required by SEC Rule 17a-5** **Year Ended December 31, 2025** {3}------------------------------------------------ # **Table of Contents December 31, 2025** | Report of Independent Registered Public Accounting Firm
| 1 | |----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|------| | Statement of Financial Condition
| 3 | | Statement of Operations | 4 | | Statement of Changes in Member's
Equity
| 5 | | Statement of Cash Flows | 6 | | Notes to Financial Statements
| 7-11 | | Supplementary Information: | | | Schedule
I: Net Capital Requirement Computation as Required by Rule 15c3-1 of the
Securities and Exchange Commission | 13 | | Schedule II
& III: Computation for Determination of Reserve Requirements and Information
Relating to Possession or Control Requirements Under Rule 15c3-3 of the Securities
Exchange Commission | 14 | | SP Securities LLC Exemption Report……………………………………………………………. | 15 | | Review Report of Independent Registered Public Accounting Firm
| 16 | {4}------------------------------------------------ ![](_page_4_Picture_0.jpeg) #### **Report of Independent Registered Public Accounting Firm** To the Member and Those Charged With Governance SP Securities, LLC #### **Opinion on the Financial Statements** We have audited the accompanying statement of financial condition of SP Securities, LLC (the Company) as of December 31, 2025, the related statements of operations, changes in member's equity, and cash flows for the year then ended, and the related notes to the financial statements (collectively, the financial statements). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2025, and the results of its operations and its cash flows for the year then ended, in conformity with accounting principles generally accepted in the United States of America. #### **Basis for Opinion** These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on the Company's financial statements based on our audit. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Company in accordance with U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB. We conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audit, we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Company's internal control over financial reporting. Accordingly, we express no such opinion. 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. #### **Supplemental Information** The supplementary information contained in Schedule I, Computation of Net Capital Under SEC Rule 15c3-1, Schedule II, Computation for Determination of Reserve Requirements Under SEC Rule 15c3-3, and Schedule III, Information Relating to the Possession or Control Requirements Under SEC Rule 15c3-3 has been subjected to audit procedures performed in conjunction with the audit of the Company's financial statements. The supplemental information is the > 325 North Saint Paul Street Suite 3100 Dallas, Texas 75201 214.738.1998 {5}------------------------------------------------ responsibility of the Company's management. Our audit procedures included determining whether the supplemental information reconciles to the financial 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 information contained in Schedule I, Computation of Net Capital Under SEC Rule 15c3-1, Schedule II, Computation for Determination of Reserve Requirements Under SEC Rule 15c3-3, and Schedule III, Information Relating to the Possession or Control Requirements Under SEC Rule 15c3-3 is fairly stated, in all material respects, in relation to the financial statements as a whole. We have served as the Company's auditor since 2022. Sanville & Company, LLC Dallas, Texas February 18, 2026 {6}------------------------------------------------ ## **SP SECURITIES LLC Statement of Financial Condition As of December 31, 2025** | Assets | | |---------------------------------------------------|--------------| | Cash | \$
58,042 | | Total
Assets | \$
58,042 | | | | | Liabilities
and
Member's
Equity | | | payable
Accounts | \$
1,093 | | Accrued
expenses | 11,938 | | Total
Liabilities | 13,031 | | Member's | | | equity | 45,011 | | Total
liabilities
and
member's
equity | \$
58,042 | {7}------------------------------------------------ ## **SP SECURITIES LLC Statement of Operations Year Ended December 31, 2025** | Revenue | | |---------------------------------------|-----------------| | Financing
Fees | \$
1,124,906 | | Financial
advisory
fees | 829,593 | | and
fees
Merger
acquisition | 549,473 | | Consulting
Fees | 370,000 | | Referral
fees | 197,500 | | Overhead
support fees | 14,000 | | Interest
Income | 10 | | Total
Income | 3,085,482 | | Expenses | | | Compensation | 3,026,932 | | Regulatory
fees
and
expenses | 55,955 | | Professional
Fees | 13,000 | | General
and
administrative | 754 | | Total
Expenses | 3,096,641 | | Net
Loss | \$
(11,159) | {8}------------------------------------------------ ## **SP SECURITIES LLC Statement of Changes in Member's Equity Year Ended December 31, 2025** | Balance
2025
at January
1, | \$
56,170 | |---------------------------------------|--------------| | Capital
distributions | 0 | | loss
Net | (11,159) | | Balance
at December
31,
2025 | \$
45,011 | {9}------------------------------------------------ ## **SP SECURITIES LLC Statement of Cash Flows Year Ended December 31, 2025** | Cash
flows
from
operating
activities
loss
Net | \$(11,159) | |--------------------------------------------------------------------------------------------------------|--------------| | Adjustments
to reconcile
net income
to net cash
provided
by
operating
activities. | | | Changes
assets and
liabilities
in
operating | | | Receivable
Decrease
in
Accounts | 0 | | Payable
Increase
in
Accounts | 1,093 | | Accrued
Increase
in
Expenses | 2,666 | | cash
used
Net
in
operating
activities | (7,400) | | Cash
flows
from
financing
activities | | | cash
used
financing
Net
in
activities | 0 | | decrease
in
cash
Net | (7,400) | | Cash
beginning
of
year | 65,442 | | end
of
Cash
year | \$
58,042 | {10}------------------------------------------------ ## **Notes to Financial Statements December 31, 2025** #### **Note 1 General Information and Summary of Significant Accounting Policies** #### *Description of Business* SP Securities, LLC (the Company) was formed on January 15, 2004, as a Texas Limited Liability Company and its member has limited personal liability for the obligations or debts of the entity. The Company is registered as a broker-dealer of securities under the Securities Exchange Act of 1934 and is a member of Financial Industry Regulatory Authority (FINRA). The Company is a wholly-owned subsidiary of Sage Partners Ltd (Parent). The Company does not underwrite securities or participate in the brokerage of publicly traded securities. #### *Basis of Accounting* The financial statements of the Company have been prepared on the accrual basis of accounting in accordance with accounting principles generally accepted in the United States of America. #### *Cash and Cash Equivalents* The Company considers all short-term highly liquid investments which are readily convertible into cash and have maturities as of the date of purchase of three months or less to be cash equivalents. #### *Income Taxes* The Company is not recognized as a taxable entity for federal income tax purposes; thus, no income tax expense has been recorded in the financial statements. However, the Company is subject to state income taxes, including the Texas margin tax. Taxable income of the Company is reported on the member's federal tax return. The Company remains subject to examination by U.S. federal and state jurisdictions, for years subsequent to 2022, and upon completion of these examinations, (if undertaken by the taxing jurisdictions) tax adjustments may be necessary and retroactive to all open tax years. The Company complies with the provisions of the *Accounting For Uncertainty In Income Taxes* topic of the Financial Accounting Standards Board Accounting Standards Codification, which clarifies the accounting and recognition for income tax positions taken or expected to be taken in the Company's income tax returns. The Company recognizes interest and penalties, if any, related to unrecognized tax benefits in income tax expense. {11}------------------------------------------------ ## **Notes to Financial Statements December 31, 2025** Management evaluated the Company's tax positions and concluded that the company had taken no uncertain tax positions that require adjustment to the financial statements to comply with the provisions of this guidance as of December 31, 2025. ### *Revenue Recognition and Accounts Receivable* Substantially all of our revenues are derived from investment banking activities. Advisory fees from mergers and acquisitions engagements and private placement fees are recognized at a point in time when the related transaction is completed and when probability of collection is reasonably assured. Expenses associated with investment banking advisory engagements are deferred only to the extent they are explicitly reimbursable by the client. All other investment banking advisory related expenses are expensed as incurred. Overhead support fees are recognized as and when received. Accounts receivable are reviewed monthly for collectability and any amounts deemed uncollectable are written off to bad debt expense. ### *Use of Estimates* The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, the disclosure of contingent assets and liabilities, and the reported amounts of revenue and expenses at the date of the financial statements. Actual results could differ from those estimates. ### **Note 2 Related Party Transactions** Effective February 1, 2025, the Company entered into an Amended and Restated Office and Administrative Services Agreement (the "Agreement") with its Parent. The term of the Agreement is for one year and thereafter renewed automatically for successive one year terms unless terminated upon 30 day written notice by either party. Pursuant to the terms of the Agreement, the Company paid \$16,600 in fees to its Parent during the year ended December 31, 2025. ### **Note 3 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 1. At December 31, 2025 the Company had \$13,031 of aggregate indebtedness, a ratio of 0.29 to 1 compared to net capital of \$45,011 as of that date. At December 31, 2025 {12}------------------------------------------------ ## **Notes to Financial Statements December 31, 2025** net capital was \$40,011 in excess of its required net capital of \$5,000 and \$43,708 in excess of net capital less 10% of aggregate indebtedness. ### **Note 4 Subordinated Liabilities** There were no liabilities subordinated to claims of general creditors at any time during the year ended December 31, 2025. Therefore, the statement of changes in liabilities subordinated to claims of general creditors as specified by rule 17a-5(d)(2) has not been presented for the year ended December 31, 2025. ### **Note 5 Reserve Requirements and Information Relating to the Possession or Control Requirements for Broker-Dealers** A computation for determination of reserve requirements and information relating to possession or control of securities as specified by rule 15c3-3 and rule 17a-5(d)(3) were both omitted and are not required as the Company operates under an exemption from SEC Rule 15c3-3 relying on Footnote 74 of the 2013 SEC Release. The Company does not hold customer funds or securities. ### **Note 6 Commitments and Contingencies** ### *Concentrations Risk* Financial instruments that potentially subject the Company to concentrations of credit risk consist principally of cash deposits in excess of federally insured limits. The Company places its cash and cash equivalents with financial institutions that are considered high quality financial institutions by the Company's management. At times, such cash investments may be in excess of federally insured limits. The Company had a total of \$58,042 on deposit in a United States financial institution at December 31, 2025 which did not exceed the Federal Deposit Insurance Corporate (FDIC) insured amounts. ### **Note 7 Revenues from Contracts with Customers** The following table presents our total revenues separated for our revenues from contracts with customers and our other sources of revenues: | from
with
Revenues
Contracts
Customers | \$3,071,472 | |----------------------------------------------------|-------------| | Other
Revenues | 14,010 | | Total
Revenues | \$3,085,482 | Revenue from contracts with customers is recognized when, or as, we satisfy our performance obligations by transferring the promised goods or services to the customers. A good or service is transferred to a customer when, or as, the customer {13}------------------------------------------------ # **SP SECURITIES LLC Notes to Financial Statements December 31, 2025** obtains control of that good or service. A performance obligation may be satisfied over time or at a point in time. Revenue from a performance obligation satisfied over time is recognized by measuring our progress in satisfying the performance obligation in a manner that depicts the transfer of the goods or services to the customer. Revenue from a performance obligation satisfied at a point in time is recognized at the point in time that we determine the customer obtains control over the promised good or service. The amount of revenue recognized reflects the consideration we expect to be entitled to in exchange for those promised goods or services (*i.e.*, the "transaction price"). In determining the transaction price, we consider multiple factors, including the effects of variable consideration. Variable consideration is included in the transaction price only to the extent it is probable that a significant reversal in the amount of cumulative revenue recognized will not occur when the uncertainties with respect to the amount are resolved. In determining when to include variable consideration in the transaction price, we consider the range of possible outcomes, the predictive value of our past experiences, the time period of when uncertainties expect to be resolved and the amount of consideration that is susceptible to factors outside of our influence, such as market volatility or the judgment and actions of third parties. *Investment Banking.* We provide our clients with private placement and financial advisory services. Private placement services include placement agent services in both the equity and debt capital markets. Placement agent revenues are recognized as of the date the client obtains the control and benefit of the offering proceeds. Revenues from financial advisory services primarily consist of fees generated in connection with merger and acquisition and transactions. Advisory fees from mergers and acquisitions engagements are recognized at a point in time when the related transaction is completed, as the performance obligation is to successfully broker a specific transaction. Fees received prior to the completion of the transaction are deferred within Accrued expenses and other liabilities in the Statement of Financial Condition to the extent any further performance obligation remains with respect to such fees. A portion of the fees we receive for our advisory services are considered variable as they are contingent upon a future event (*e.g.*, completion of a transaction) and are excluded from the transaction price until the uncertainty associated with the variable consideration is subsequently resolved, which is expected to occur upon achievement of the specified milestone. Payment for advisory services are generally due promptly upon completion of a specified milestone or, for retainer fees, periodically over the course of the engagement. We recognize a receivable between the date of completion of the milestone and payment by the customer. Expenses associated with investment banking advisory engagements are deferred only to the extent they are explicitly reimbursable by the client and the related revenue is recognized at a point in time. All other investment banking advisory related expenses are expensed as incurred. {14}------------------------------------------------ # **SP SECURITIES LLC Notes to Financial Statements December 31, 2025** #### **Note 8 Recent Accounting Pronouncement** The accounting standards update (ASU) 2023-07 issued by the Financial Accounting Standards Board (FASB) introduced enhancements to segment reporting requirements for public entities, including broker-dealers. The update aimed to improve the transparency and usefulness of financial disclosures for investors and other stakeholders. ASU 2023-07 disclosure requirements are effective for fiscal years starting after December 15, 2024. The chief operating decision maker is the Manager of the Company and determined that no additional disclosures are required as the Company has only one reportable segment. #### **Note 9 Subsequent Events** The Company has evaluated subsequent events through January 12, 2025, the date the financial statements were available to be issued. Management concluded that there were no events to disclose and no events were evaluated after such date. {15}------------------------------------------------ ### **SUPPLEMENTARY INFORMATION PURSUANT TO RULE 17a-5 OF THE SECURITIES EXCHANGE ACT OF 1934** **As of December 31, 2025** {16}------------------------------------------------ #### **SECURITIES AND EXCHANGE COMMISSION FOR SP SECURITIES LLC SCHEDULE I NET CAPITAL REQUIREMENT COMPUTATION AS REQUIRED BY RULE 15C3-1 OF THE** | As of December 31, 2025 | | | |----------------------------------------------------------------------------|-------------|-------------| | Computation of Net Capital | | | | Total Assets | | \$ 58,042 | | Less: Total Liabilities | | 13,031 | | Net Worth | | 45,011 | | Deductions from and/or charges to Net Worth: | | | | Total non-allowable assets | | | | Other deductions or charges | | | | Total Deductions from Net Worth | | 0 | | Net Capital before haircuts on securities positions | | 45,011 | | Haircuts on securities: | | | | Certificates of Deposit and Commercial Paper | | | | U.S. and Canadian government obligations | | | | State and municipal government and obligations | | | | Corporate obligations | | | | Stock and warrants | | | | Options | | | | Arbitrage | | | | Other Securities | | | | Other Positions | | | | Undue Concentration | | | | Total haircuts of securities | | | | Net Capital | | \$ 45,011 | | Computation of Basic Net Capital Requirement | | | | Net Capital Requirement, the Greater of: | | \$
5,000 | | 1/15 of Aggregate Indebtedness | \$
869 | | | Minimum Dollar Requirement | \$
5,000 | | | Net Capital | | 45,011 | | Excess Net Capital: | | \$ 40,011 | | Aggregate Indebtedness: | | \$ 13,031 | | Excess Net Capital @ 1,000% (Net Capital, less 10% Aggregate Indebtedness) | | \$ 43,708 | | Ratio of Aggregate Indebtedness to Net Capital: | | 0.29 | | Ratio of Subordinated Indebtedness to Debt/Equity Total: | | N/A | There are no differences between the preceding computation and the Company's corresponding unaudited Part IIA of Form X-17A-5 as of December 31, 2025. {17}------------------------------------------------ ### **SCHEDULE II & III COMPUTATION FOR DETERMINATION OF RESERVE REQUIREMENTS AND INFORMATION RELATING TO POSSESSION OR CONTROL REQUIREMENTS UNDER RULE 15C3-3 OF THE SECURITIES AND EXCHANGE COMMISSION DECEMBER 31, 2025** The Company is considered a "Non-Covered Firm" exempt from 15c3-3 by relying on footnote 74 to SEC Release 34-70073 and therefore, is not required to maintain a "Special reserve bank account for the Exclusive benefit of customers." {18}------------------------------------------------ ![](_page_18_Picture_0.jpeg) #### **Report of Independent Registered Public Accounting Firm** To the Member and Those Charged With Governance SP Securities, LLC We have reviewed the accompanying Exemption Report of SP Securities, LLC (the Company) as of and for the fiscal year ended December 31, 2025, in which management asserts that: 1. The Company did not claim an exemption under any paragraph of 17 C.F.R. § 240.15c3-3(k); 2. The Company is filing this Exemption Report in reliance on Footnote 74 of SEC Release No. 34-70073 because it limited its securities business activities to private placement and merger and acquisition advisory activities throughout the fiscal year ended December 31, 2025 exclusively to the activities described in that footnote; and 3. Throughout the fiscal year ended December 31, 2025, the Company: (i) did not receive, hold, or owe funds or securities for or to customers (except amounts received and promptly transmitted in accordance with 17 C.F.R. § 240.15c2-4(a) or (b)(2)); (ii) did not carry accounts of or for customers; and (iii) did not carry proprietary accounts of other broker-dealers. Management of the Company is responsible for the assertions in the Exemption Report and for compliance with the applicable requirements. We conducted our review in accordance with attestation standards established by the Public Company Accounting Oversight Board (United States). A review is substantially less in scope than an examination, the objective of which is the expression of an opinion on management's assertions. Accordingly, we do not express such an opinion. Based on our review, nothing came to our attention that caused us to believe that management's assertions referred to above are not fairly stated, in all material respects, based on the requirements set forth in Footnote 74 of SEC Release No. 34-70073 and related provisions of Rule 17a-5. Sanville & Company, LLC Dallas, Texas February 18, 2026 325 North Saint Paul Street Suite 3100 Dallas, Texas 75201 214.738.1998 {19}------------------------------------------------ SP Securities, LLC Exemption Assertions SP Securities, LLC (the "Company") 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 private placement and merger and acquisition advisory activities 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. ### **SP Securities, LLC** I, William H. Wilson, Jr., swear (or affirm) that, to my best knowledge and belief, this Exemption Report is true and correct. \_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_ William H. Wilson, Jr. FINOP {20}------------------------------------------------ #### **AMENDED GENERAL ASSESSMENT FORM** For the fiscal year ended \_\_\_\_\_\_\_\_\_\_ 12/31/2025 | | Determination of "SIPC NET Operating Revenues" and General Assessment for:
MEMBER NAME
SEC No.
SP SECURITIES LLC
8-66360 | | |---|--------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|---------------------------------------| | | 1/1/2025
12/31/2025
For the fiscal period beginning ______________ and ending ____________ | | | 1 | Total Revenue (FOCUS Report – Statement of Income (Loss) – Code 4030) | \$ 3,085,482.00
__________________ | | 2 | Additions: | | | | a Total
revenues
from
the
securities
business
of
subsidiaries
(except
foreign
subsidiaries)
and
predecessors
not
included
above.
__________________
__________________
b Net
loss
from
principal
transactions
in
securities
in
trading
accounts. | | | | c Net
loss
from
principal
transactions
in
commodities
in
trading
accounts.
__________________
d Interest
and
dividend
expense
deducted
in
determining
item
1.
__________________ | | | | e Net
loss
from
management
of
or
participation
in
the
underwriting
or
__________________
distribution
of
securities. | | | | f Expenses
other
than
advertising,
printing,
registration
fees
and
legal
fees
deducted
in
determining
net
profit
management
of
or
participation
in
__________________
underwriting
or
distribution
of
securities. | | | | __________________
g Net
loss
from
securities
in
investment
accounts. | \$ 0.00 | | | h Add
lines
2a
through
2g.
This
is
your total
additions. | __________________ | | 3 | Add lines 1 and 2h | \$ 3,085,482.00
__________________ | | 4 | Deductions: | | | | a Revenues from the distribution of shares of a registered open end investment
company or unit investment trust, from the sale of variable annuities, from the
business of insurance, from investment advisory services rendered to
registered investment companies or insurance company separate accounts
__________________
and from transactions in security futures products. | | | | b Revenues from commodity transactions.
__________________ | | | | c Commissions, floor brokerage and clearance paid to other SIPC members
in connection with securities transactions.
__________________ | | | | d Reimbursements for postage in connection with proxy solicitations.
__________________ | | | | e Net gain from securities in investment accounts.
__________________
f 100% commissions and markups earned from transactions in (I) certificates
of deposit and (ii) Treasury bills, bankers acceptances or commercial paper
__________________ | | | | that mature nine months or less from issuance date.
g Direct expenses of printing, advertising, and legal fees incurred in connection
with other revenue related to the securities business (revenue defined by
__________________ | | | | Section 16(9)(L) of the Act).
h Other revenue not related either directly or indirectly to the securities business.
__________________ | | | | Deductions in excess of \$100,000 require documentation | | | 5 | a Total interest and dividend expense (FOCUS Report - Statement
of Income (Loss) -
Code 4075 plus line 2d above) but | | | | not
in excess of total interest and dividend income
__________________ | | | | b 40% of margin interest earned on customers securities accounts
(40% of FOCUS Report - Statement of Income (Loss)
-
Code 3960)
__________________ | | | | \$ 0.00
c Enter the greater of line 5a or 5b
__________________ | | | 6 | Add lines 4a through 4h and 5c. This is your total deductions. | \$ 0.00
__________________ | | 7 | Subtract line 6 from line 3. This is your SIPC Net Operating Revenues. | \$ 3,085,482.00
__________________ | {21}------------------------------------------------ ✔ #### **AMENDED GENERAL ASSESSMENT FORM** For the fiscal year ended \_\_\_\_\_\_\_\_\_\_ 12/31/2025 | 8 | | Multiply line 7 by .0015. This is your General Assessment. | | | \$ 4,628.00
__________________ | |---------|--------------------------------------------------------------------------|---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|---------------------------------------------------------------------------------------------------------------------------------------------------------------------------|---------------------------------------------------------------------------------------------------------|-----------------------------------| | 9 | | Current overpayment/credit balance, if any | | | \$ 0.00
__________________ | | 10 | | 2025
General assessment from last filed
_____
SIPC-7 or 7A | | \$ 4,631.00
__________________ | | | | c Any other overpayments applied
f Add lines 11a through 11e | 2025
11 a Overpayment(s) applied on all _____ SIPC-6 and 6A(s)
2025
b Overpayment(s) applied on all _____ SIPC-7 and 7A(s)
2025
d All payments applied for _____ SIPC-6 and 6A(s)
2025
e All payments applied for _____ SIPC-7 and 7A(s) | \$ 0.00
__________________
\$ 0.00
__________________
\$ 0.00
__________________
\$ 1,693.00
__________________
\$ 2,938.00
__________________ | \$ 4,631.00
__________________ | | | 12 | LESSER of line 10 or 11f. | | | | \$ 4,631.00
__________________ | | | 13 a Amount from line 8
b Amount from line 9
c Amount from line 12 | | | \$ 4,628.00
__________________
\$ 0.00
__________________
\$ 4,631.00
__________________ | | | | | d Subtract lines 13b and 13c from 13a. This is your assessment balance due. | | | (\$ 3.00)
__________________ | | 14 | | 0
Interest (see instructions) for ______ days late at 20% per annum | | | \$ 0.00
__________________ | | 15 | Amount you owe SIPC. | Add lines 13d and 14. | | | \$ 0.00
______________
____ | | 16 | | Overpayment/credit carried forward (if applicable) | | | (\$ 3.00)
__________________ | | 8-66360 | SEC No. | Designated Examining Authority
DEA: FINRA | FYE
2025 | Month
Dec | | | | MEMBER NAME
MAILING ADDRESS | SP SECURITIES LLC
6363 WOODWAY DR
SUITE 1000
HOUSTON , TX 77057 | | | | Subsidiaries (S) and predecessors (P) included in the form (give name and SEC number) > By checking this box, you certify that you have the authority of the SIPC member to sign this form; that all information in this form is true and complete; and that on behalf of the SIPC member, you are authorized, and do hereby consent, to the storage and handling by SIPC of the data in accordance with SIPC's Privacy Policy | SP SECURITIES LLC | WILLIAM H. WILSON | |--------------------------------------------------------|---------------------------------| | ______________________________________________________ | _______________________________ | | (Name of SIPC Member) | (Authorized Signatory) | | 2/17/2026 | will.wilson@sagepartnersltd.com | | ______________________________________________________ | _______________________________ | | (Date) | (e-mail address) | Completion of the "Authorized Signatory" line will be deemed a signature. *This form and the assessment payment are due 60 days after the end of the fiscal year.* Source: SEC EDGAR via Adviser Search (https://search.stillhousedata.com). Agents: see https://search.stillhousedata.com/llms.txt.