# STERN CAPITAL LLC X-17A-5 (2026-02-23) — Broker-dealer annual report
- Company: STERN CAPITAL LLC
- Form: X-17A-5
- Filed: 2026-02-23
- Period: 2025-12-31
- Accession: 0001285202-26-000002
- CIK: 1285202
- File #: 8-66433
- Type: Broker-dealer
- Material weakness: No
- Auditor: BDG-CPAs
- Auditor location: Ridgewood, NJ
- Contact: Lawrence M. Stern
- Phone: 212-832-1200
- Email: lawrence.m.stern@stemcapital.com
- Website: stemcapital.com
- Signed by: Lawrence M. Stern (President)
Original filing: https://www.sec.gov/Archives/edgar/data/1285202/000128520226000002/scpub.pdf
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UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549
OM8 Number: 3235-0123 Explres:Nov.30,2026 Estimated average burden hours per response: 12
## ANNUAL REPORTS FORM X-17A-S PART Ill
FACING PAGE
Information **Required** Pursuant to Rules 17a-5, 17a-12, and lSa-7 under the Securities Exchange Act of 1934
| FILING FOR THE PERIOD BEGINNING 01 /01 /25 | MM/00/YY | AND ENDING
MM/0D/YV |
|--------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|------------------------------|-----------------------------------------|
| | A. REGISTRANT IDENTIFICATION | |
| NAME oF FIRM: Stern Capital, LLC | | |
| TYPE OF REGISTRANT (check all applicable boxes):
[!) Broker-dealer
D Check here if respondent is also an OTC derivatives dealer
ADDRESS OF PRINCIPAL PLACE OF BUSINESS: (Do not use a P.O. box no.) | D Security-based swap dealer | D Major security-based swap participant |
| 420 Lexington Avenue, Suite 300 | | |
| | (No. and Street) | |
| New York | NY | 10170 |
| (City) | {State) | (Zip Code) |
| PERSON TO CONTACT WITH REGARD TO THIS FILING | | |
| | | |
| Lawrence M. Stern | 212.832.1200 | lawrence.m.stern@stemcapital.com |
#### **B. ACCOUNTANT IDENTIFICATION**
INDEPENDENT PUBLIC ACCOUNTANT whose reports are contained in this filing•
| BDG-CPAs | | | |
|--------------------------------------------------|------------------------------------------------------------|---------|--------------------------------------------|
| | {Name - if individual, state last, first, and middle name) | | |
| 76 N Walnut Street | Ridgewood | NJ | 07450 |
| {Address) | (City) | (State) | (Zip Code) |
| 02/18/2004 | | 1167 | |
| (Date of Registration with PCAOB)(if applicable) | | | (PCAOB Registration Number, if applicable) |
| | FOR 0FFIOAL 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 a statement of facts and circumstances relied on as the basis of the exemption. See 17 CFR 240.17a-5(e)(1)(ii), if applicable.
**Persons who ere to respond to the collection of Information contained** In **this form ere not required to respond unless the form** displays I **currently valid OMS control number.**
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#### OATH OR AFFIRMATION
| | 1, Lawrence M. St
swear (or affirm) that, to the best of my knowledge and belief, the
ern | | | |
|-----------------------------------------------------------------------------------------------------------|---------------------------------------------------------------------------------------------------------------------------------------|--|--|--|
| financial report pertaining to the firm of Stern Capital, LLC
as of | | | | |
| 2~
December 31
is true and correct. I further swear (or affirm)
at nei
er the company nor any | | | | |
| | partner, officer, director, or equivalent person, as the case may be, has any proprietary int rest in
ya co
t lassifi
solely | | | |
| | as that of a customer. | | | |
| | | | | |
| | Signature: | | | |
| | | | | |
| | Title: | | | |
| | President | | | |
| | | | | |
| | | | | |
| | This flllng contains (check all applicable boxes): | | | |
| | | | | |
| | iii (a) Statement of financial condition. | | | |
| | iii (b) Notes to consolidated statement of financial condition. | | | |
| | D (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 (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 240.15c3-1 or 17 CFR 240.18a-1, as applicable. | | | |
| | D (i) Computation of tangible net worth under 17 CFR 240.18a-2. | | | |
| | D 0) Computation for determination of customer reserve requirements pursuant to Exhibit A to 17 CFR 240.15c3-3. | | | |
| | D (k) ComJ)utation for determination of security-based swap reserve requirements J)Ursuant to Exhibit B to 17 CFR 240.1Sc3-3 or | | | |
| | Exhibit A to 17 CFR 240.18a-4, as applicable. | | | |
| | D (I) Computation for Determination of PAB Requirements under Exhibit A to§ 240.1Sc3-3. | | | |
| | D (m) Information relating to possession or control requirements for customers under 17 CFR 240.15c3-3. | | | |
| | 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. | | | |
| 1M | (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-S, 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-S 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). | | | |
| | _______________________
______
D (z)other:
_
_ | | | |
.. To request confidential treatment of certain portions of this filing, see 17 CFR 240.17a-5(e){3) or 17 CFR 240.1Ba-7(d}(2), as applicable.
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# **STERN CAPITAL LLC AND SUBSIDIARY CONSOLIDATED STATEMENT OF FINANCIAL CONDITION DECEMBER 31, 2025**
*Filed in accordance with rule l 7a-5(e)(3) as a PUBLIC DOCUMENT*
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#### STERN CAPITAL LLC AND SUBSIDIARY DECEMBER 31 , 2025
#### CONTENTS
#### Report oflndependent Registered Public Accounting Firm Consolidated Statement of Financial Condition Notes to Consolidated Financial Statement 1 2 3-6
#### PAGE
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230 Park Avenue, 3rd Floor New York, NY 10169 212-359-0699 fax: 212-359-0701 www.bdgcpa.com
### **Report of Independent Registered Public Accounting Firm**
To the Member of Stem Capital LLC and Subsidiary:
#### **Opinion on the Consolidated Financial Statement**
We have audited the accompanying consolidated statement of financial condition of Stem Capital LLC and Subsidiary as of December 31, 2025, and the related notes (collectively referred to as the "consolidated financial statement"). In our opinion, the consolidated financial statement presents fairly, in all material respects, the financial position of Stem Capital LLC and Subsidiary as of December 31, 2025 in conformity with accounting principles generally accepted in the United States of America.
#### **Basis for Opinion**
This consolidated financial statement is the responsibility of Stem Capital LLC and Subsidiary's management. Our responsibility is to express an opinion on Stem Capital LLC and Subsidiary's consolidated 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 Stem Capital LLC and Subsidiary 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 consolidated 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 consolidated 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 consolidated financial statement. Our audit also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the consolidated financial statement. We believe that our audit provides a reasonable basis for our opinion.
8/JC-Cj)f?s
We have served as Stem Capital LLC and Subsidiary's auditor since 2022.
BDG-CPAs, PC NewYork,NY February 18, 2026
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## STERN CAPITAL LLC AND SUBSIDIARY CONSOLIDATED STATEMENT OF FINANCIAL CONDITION DECEMBER 31 , 2025
## ASSETS
| Cash and cash equivalents | \$
88,393 |
|-----------------------------------|---------------|
| Fees receivable | 29,812 |
| Due from related party | 9,373 |
| Prepaid expenses and other assets | 17,813 |
| | |
| Total assets | \$
145,391 |
## LIABILITIES AND MEMBER'S EQUITY
Liabilities:
| Accrued expenses and other liabilities | \$
66,075 |
|----------------------------------------|---------------|
| Due to related party | 4,552 |
| Total liabilities | 70,627 |
| | |
| Member's equity | 74,764 |
| | |
| Total liabilities and member's equity | \$
145,391 |
*Filed in accordance with Rule l 7a-5(e)(3) as a PUBLIC DOCUMENT*
The accompanying notes are an integral part of this consolidated financial statement
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#### **1. ORGANIZATION AND NATURE OF BUSINESS**
Stem Capital LLC ("Stem") is a broker-dealer registered with the Securities and Exchange Commissions ("SEC"), a member of the Financial Industry Regulatory Authority ("FINRA") and the Securities Investor Protection Corporation ("SIPC"). Stem is a single member limited liability company. Stem's principal business is private placement variable annuity contracts and private placement life insurance contracts.
The consolidated financial statements include the accounts of the Stem and its wholly owned subsidiary, Stem Capital LTD (collectively, the "Company"). All material intercompany balances and transactions have been eliminated in consolidation.
Stem Capital LTD was formed on September 5, 2007 under the laws of Bermuda. Stem Capital LTD, an unregulated entity, earns fees from insurance companies and asset management firms for the implementation of private placement variable annuity contracts and private placement life insurance contracts with foreign investors.
The Chief Operating Decision Makers of the Company include the Chief Executive Officer, Chief Financial Officer, and Chief Operating Officer, collectively referred to as management. Due to the similarities and related nature of the broker-dealer's products, management aggregates and evaluates the broker-dealer's private placement variable annuity contracts, private placement life insurance contracts, and related consulting operations as a single reporting segment, under the umbrella of financial products. The metrics used by management to assess the performance of the Company's operating divisions include revenue, net income, and cash flows from operations. The key metrics are utilized to guide decision making regarding risk assessment, cost management, and forecasting future results. The Company's operating divisions have historically had similar economic characteristics and are expected to have similar economic characteristics and long-term financial performance in future periods.
## **2. SIGNIFICANT ACCOUNTING POLICIES**
#### **a) Basis of Presentation**
The Company's financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America ("US GAAP").
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#### **2. SIGNIFICANT ACCOUNTING POLICIES (continued)**
#### **b) Use of Estimates**
The preparation of consolidated financial statements in accordance with US GAAP requires management to make estimates and assumptions that affect the amounts reported in the consolidated financial statements and accompanying notes. Accordingly, actual results could differ from those estimates.
#### **c) Cash and Cash Equivalents**
The Company considers all highly liquid investments purchased with original maturities of three months or less to be cash equivalents.
#### **d) Revenue Recognition**
The Company adopted ASC 606, Revenue from Contracts with Customers, ASC 606 using a modified retrospective approach effective January 1, 2018. The ASC 606 revenue recognition guidance requires that an entity recognize revenue to depict the transfer of promised services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those services. The guidance requires an entity to follow a five-step model to (a) identify the contract 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 the entity satisfies a performance obligation.
The Company's principal source of revenue is derived from commissions and fees earned for the placement of variable annuity life insurance contracts and related consulting services. Each distinct service listed on the agreements with insurance carriers and asset managers is considered to be a performance obligation. The commissions and fees earned are allocated to each distinct performance obligation and revenue is recognized when performance obligations are met. The Company's key performance obligation is met when the underlying information from the insurance carriers and asset managers is received and authenticated. The Company evaluates its incremental contract costs related to revenue to determine if such costs are period costs or are capitalized costs. The Company is generally deemed to control the services; accordingly, it presents the revenues gross of the associated third-party costs. The Company's revenues are earned and recorded at a point in time.
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## **2. SIGNIFICANT ACCOUNTING POLICIES (continued)**
#### **e) Concentration of Credit Risk**
The Company maintains cash in bank deposit accounts which, at time, may exceed federally insured limits. The Company has not experienced any losses in such accounts and believes it is not exposed to any credit risk.
During the year ended December 31 , 2025, the Company earned approximately 88% of its fee income from four clients and approximately 80% of the fees receivable were due from two clients at December 31 , 2025.
#### **f) Income Taxes**
Stem is a single member limited liability company. As such, the member is responsible for income taxes that result from the Company's operations. Therefore, no provision for income taxes in included in the accompanying financial statements.
In accordance with ASC 740, *Income Taxes,* the Company is required to disclose unrecognized tax benefits resulting from uncertain tax positions. At December 31 , 2025, the Company did not have any unrecognized tax benefits or liabilities. The Company operates in the United States and in state and local jurisdictions. There are presently no ongoing income tax examinations.
#### **3. NET CAPITAL REQUIREMENTS**
The Company is subject to the Securities and Exchange Commission Uniform Net Capital Rule (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 net capital of \$39,155 which was \$34,155 in excess of its required net capital of \$5,000. The Company's net capital ratio was 1.8 to 1.
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## **4. CONSOLIDATED SUBSIDIARY**
The following is a summary of certain financial information of Stem's consolidated subsidiary, Stem Capital LTD.
| Total Assets | \$
5 ,912 |
|-----------------------------|---------------|
| Total Liabilities | 7 ,961 |
| Total Mei:nber's Deficiency | \$
(2,049) |
## **5. RELATED PARTY**
The Company has an agreement for administrative expenses with Stem Family Management, an affiliate related through common ownership. During the year ended December 31 , 2025, the Company recorded expenses of \$67,745 as a result of this agreement. As of December 31 , 2025, the Company prepaid \$9,373 to the affiliate as a result of this agreement.
The Company has a payable to a different related party in the amount of \$4,552 at December 31 , 2025 .
## **6. CONTINGENCIES**
The Company has no commitments, no contingent liabilities and had not been named as defendant in any lawsuit at December 31 , 2025.
#### **7. SUBSEQUENT EVENTS**
The Company has evaluated the need for disclosures and adjustments resulting from subsequent events through the date the consolidated financial statements were available to be issued. This evaluation did not result in any significant events that necessitated any disclosures or adjustments to the consolidated financial statements.
Source: SEC EDGAR via Adviser Search (https://search.stillhousedata.com). Agents: see https://search.stillhousedata.com/llms.txt.