# M.D. SASS SECURITIES, L.L.C. X-17A-5 (2026-04-27) — Broker-dealer annual report - Company: M.D. SASS SECURITIES, L.L.C. - Form: X-17A-5 - Filed: 2026-04-27 - Period: 2025-12-31 - Accession: 0001353228-26-000003 - CIK: 1353228 - File #: 8-67246 - Type: Broker-dealer - Material weakness: No - Auditor: Citrin Cooperman & Company, LLP - Auditor location: New York, NY - Contact: Sam Friedman - Phone: 212-730-2000 - Email: sfriedman@mdsass.com - Website: mdsass.com - Signed by: Sam Friedman (FINOP) Original filing: https://www.sec.gov/Archives/edgar/data/1353228/000135322826000003/reportlf2025-.pdf --- {0}------------------------------------------------ **UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549** > **ANNUAL REPORTS FORM X-17A-S** | 0MB Number: 3235-0123 | | |-----------------------------|--| | Expires:Nov.30,2026 | | | Estimated iJ\fefilge burden | | | hours per response: 12 | | | | | SEC FILE NUMBER 8-67246 | | PART Ill | | | |-------------------------------------------------------------------------------------------------------------------------------------|------------------------------------------------------------|-----------------------------------------|----------------------| | Information Required Pursuant to Rules 17a-5, 17a-12, and lBa-7 under the securities Exchange Act of 1934 | FACING PAGE | | | | FILING FOR THE PERIOD BEGINNING 0 1/01 /25 | | AND ENDING 12/31 /25 | | | | MM/DD/YY | | MM/DD/VY | | | A. REGISTRANT IDENTIFICATION | | | | NAMEOFFIRM: M.D. Sass Securities, L.L.C. | | | | | TYPE OF REGISTRANT (check all applicable boxes):
0 Broker-dealer
D Check here if respondent is also an OTC derivatives dealer | □ Security-based swap dealer | D Major security-based swap participant | | | ADDRESS OF PRINCIPAL PLACE OF BUSINESS: (Do not use a P.O. box no.) | | | | | 55 W 46TH STREET, 28TH FLOOR | | | | | | (No. and Street) | | | | NEW YORK | NY | | 10036 | | (City} | (State) | | (Zip Code) | | PERSON TO CONTACT WITH REGARD TO THIS FILING | | | | | Sam Friedman | 212-730-2000 | | sfriedman@mdsass.com | | (Name) | (Area Code-Telephone Number) | (Email Address) | | | | B. ACCOUNTANT IDENTIFICATION | | | | INDEPENDENT PUBLIC ACCOUNTANT whose reports are contained in this filing•
Citrin Cooperman & Company LLP | | | | | | (Name - if individual, state last, first, and middle name) | | | | 50 Rockefeller Plaza | New York | NY | 10020 | | (Address)
11/02/2005 | (City) | (State)
2468 | (Zip Code) | \* 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-S{e)(l)(ii), if applicable. (Date of R istration with PCAOB if a plicable) PCAOB R istration Number if a icable **FOR OFFICIAL USE ONLY** 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 valld 0MB control number. {1}------------------------------------------------ #### OATH **OR AFFIRMATION** | I, Sam Friedman | | swear (or affirm) that, to the best of my knowledge and belief, the | | |-----------------|----|------------------------------------------------------------------------------------|--| | | | financial report pertaining to the firm of M.D. Sass Securities, L.L.C.
as of | | | 12/31 | 2~ | 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.** DONNA M. LANGAN NOTARY PUBLIC-STATE OF NEW YORK No.01LA6144983 Qualified iirNew York County My Commission Expires May 01, 20 ~ q;~ ·rn, ~ **This filing\*\* contains (check all applicable boxes):** - iii (a) Statement offinancial condition. - 0 (b) Notes to consolidated statement of financial condition. - ii (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}. - ii (d} Statement of cash flows. - I!! (e) Statement of changes in stockholders' or partners' or sole proprietor's equity. - 0 (f} Statement of changes in liabilities subordinated to claims of creditors. - Iii (g) Notes to consolidated financial statements. - Iii (h} Computation of net capital under 17 CFR 240.15c3-1 or 17 CFR 240.18a-1, as applicable. - 0 (i) Computation of tangible net worth under 17 CFR 240.18a-2. - I!! 0) Computation for determination of customer reserve requirements pursuant to Exhibit A to 17 CFR 240.15c3-3. - 0 (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. - 0 {I) Computation for Determination of PAB Requirements under Exhibit A to § 240.1Sc3-3. - ii (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 240.1Sc3-3(p)(2) or 17 CFR 240.18a-4, as applicable. - ii (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 240.1Sc3-3 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. - ii {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. - 0 (r) Compliance report in accordance with 17 CFR 240.17a-S or 17 CFR 240.18a-7, as applicable. - ii {s) Exemption report in accordance with 17 CFR 240.17a-S or 17 CFR 240.18a-7, as applicable. - 0 (t) Independent public accountant's report based on an examination of the statement of financial condition. - **!!!!ii** (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. - 0 (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. - ii (w) Independent public accountant's report based on a review of the exemption report under 17 CFR 240.17a-S or 17 CFR 240.18a-7, as applicable. - D (x) Supplemental reports on applying agreed-upon procedures, in accordance with 17 CFR 240.1Sc3-le or 17 CFR 240.17a-12, as applicable. - 0 {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). 0 (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. • ~ Signed by: Signature: . *1* \_ \_ ~ f Vlt.~ttl,\, Title: oe1s20Ec1oa04a2 ... FINOP {2}------------------------------------------------ ### FINANCIAL STATEMENTS AND SUPPLEMENTARY SCHEDULE PURSUANT TO RULE 17a-5 OF THE SECURITIES EXCHANGE ACT OF 1934 #### DECEMBER 31, 2025 ### (THIS REPORT IS DEEMED CONFIDENTIAL IN ACCORDANCE WITH RULE 17a-5(e)(3) UNDER THE SECURITIES EXCHANGE ACT OF 1934) A STATEMENT OF FINANCIAL CONDITION HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION SIMULTANEOUSLY HEREWITH AS A PUBLIC DOCUMENT {3}------------------------------------------------ ### **INDEX DECEMBER 31, 2025** | REPORT OF INDEPENDENT REGISTERED
PUBLIC ACCOUNTING FIRM | | 1-2 | |------------------------------------------------------------------------------------------------------------------------------------------------------------------|------------|-------| | STATEMENT OF FINANCIAL
CONDITION -
DECEMBER 31
, 2025 | | 3 | | STATEMENT OF OPERATIONS FOR THE YEAR
ENDED DECEMBER 31
, 2025 | | 4 | | STATEMENT OF CHANGES IN MEMBER'S EQUITY FOR
THE YEAR ENDED DECEMBER 31
, 2025 | | 5 | | STATEMENT OF CASH FLOWS FOR THE YEAR ENDED
DECEMBER 31
, 2025 | | 6 | | NOTES TO FINANCIAL STATEMENTS | | 7 -10 | | SUPPLEMENTARY FINANCIAL INFORMATION: | | | | Computation of Net Capital for Brokers and Dealers Pursuant to
Rule l 5c3-l under the Securities Exchange Act of
1934 -
December 31
, 2025 | Schedule 1 | 12 | | Computation for Determination of the Reserve Requirements
Under Exhibit A of§ 240.15c3-3 of the Securities Exchange act
of 1934 -
December 31
, 2025 | Schedule 2 | 13 | | Information Relating to the Possession or Control Requirements
Under § 240.l 5c3-3 of the Securities Exchange act of 1934 -
December 31
, 2025 | Schedule 3 | 14 | | REPORT OF INDEPENDENT REGISTERED PUBLIC
ACCOUNTING FIRM | | | | Management Statement Regarding Compliance with the
Exemption Provisions of SEC Rule 15c3-3 | | 16 | {4}------------------------------------------------ ![](_page_4_Picture_0.jpeg) **Citrin Cooperman & Company, LLP** Certified Public Accountants 50 Rockefeller Plaza New York, NY 10020 **T** 212.697.1000 **F** 212.202.5107 citrincooperman.com # **REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM** To the Member M. D. Sass Securities, LLC ## **Opinion on the Financial Statements** We have audited the accompanying statement of financial condition of M. D. Sass Securities, LLC as of December 31, 2025, and the related statements of operations, changes in member's equity, and cash flows for the year then ended, and the related notes (collectively referred to as the "financial statements"). In our opinion, the financial statements present fairly, in all material respects, the financial position of M. D. Sass Securities, LLC 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 M. D. Sass Securities, LLC's management. Our responsibility is to express an opinion on M. D. Sass Securities, LLC'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 M. D. Sass Securities, LLC 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 statements are 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 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. {5}------------------------------------------------ ![](_page_5_Picture_0.jpeg) ### **Auditor's Report on Supplemental Information** The supplemental information contained in Schedules I, II, and III has been subjected to audit procedures performed in conjunction with the audit of M. D. Sass Securities, LLC's financial statements. The supplemental information is the responsibility of M. D. Sass Securities, LLC'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. §240.17 a-5. In our opinion, the supplemental information contained in Schedules I, II, and II is fairly stated, in all material respects, in relation to the financial statements as a whole. t~~~~.w-fl We have served as M. D. Sass Securities, LLC's auditor since 2006. New York, New York March 30, 2026 "Citrin Cooperman" is the brand under which Citrin Cooperman & Company, LLP, a licensed independent CPA firm, and Citrin Cooperman Advisors LLC serve clients' business needs. The two firms operate as separate legal entities in an alternative practice structure. The entities of Citrin Cooperman & Company, LLP and Citrin Cooperman **Advisors ILC arc independent member firms of the Moore North America, Inc. (MNA) Association, which is itself a regional member of Moore Global Network Limited (MGNL). All the firms associated with MNA are independently owned and managed entities. Their membership in, or association Wlth, MNA should not be construed as** constituting or implying any partnership between them. {6}------------------------------------------------ #### **STATEMENT OF FINANCIAL CONDITION DECEMBER 31, 2025** #### **ASSETS** | Cash and cash equivalents | \$
105,707 | |---------------------------|---------------| | Receivable from affiliate | 1,355 | | Other assets | 696 | | TOTAL ASSETS | \$
107,758 | | | | #### **LIABILITIES AND MEMBER'S EQUITY** | LIABILITIES: | | |---------------------------------------|------------------------------| | Accounts payable and accrued expenses | \$
70,850 | | | | | MEMBER'S EQUITY | 36,908 | | TOTAL LIABILITIES AND MEMBER'S EQUITY | \$
107,758
=========== | | | | {7}------------------------------------------------ #### **STATEMENT OF OPERATIONS FOR THE YEAR ENDED DECEMBER 31, 2025** | REVENUES: | | |-------------------------------------|----------------| | Service agreement income | \$
209,575 | | Distribution fees | 16,922 | | Interest income | 3,239 | | | 229,736 | | EXPENSES: | | | Commissions | 12,692 | | Professional fees | 71,790 | | Employee compensation and benefits | 201,479 | | Registration, filing and other fees | 9,860 | | General and administrative | 9,058 | | | 304,879 | | | | | NET LOSS | \$
(75,143) | | | | {8}------------------------------------------------ #### **STATEMENT OF CHANGES IN MEMBER'S EQUITY FOR THE YEAR ENDED DECEMBER 31, 2025** | BALANCE -
JANUARY 1, 2025 | \$
112,051 | |--------------------------------|---------------| | Net Loss | (75,143) | | BALANCE -
DECEMBER 31, 2025 | \$
36,908 | {9}------------------------------------------------ ## **STATEMENT OF CASH FLOWS FOR THE YEAR ENDED DECEMBER 31, 2025** ### CASH FLOWS FROM OPERATING ACTIVITIES: | Adjustments to reconcile net loss to net cash used in
operating activities: | (1,043) | |--------------------------------------------------------------------------------|----------| | | | | | | | (Increase) Decrease in operating assets: | | | Receivable from affiliate | | | Commission receivable | 7,486 | | Other assets | 594 | | (Decrease) in operating liabilities: | | | Accounts payable and accrued expenses | (8,641) | | Total adjustments | (1,604) | | NET CASH USED IN OPERATING ACTIVITIES | (76,747) | | | | | NET DECREASE IN CASH AND CASH EQUIVALENTS | (76,747) | | CASH AND CASH EQUIVALENTS BEGINNING OF YEAR | 182,454 | | CASH AND CASH EQUIVALENTS END OF YEAR
\$ | 105,707 | {10}------------------------------------------------ #### **NOTES TO FINANCIAL STATEMENTS** #### NOTE 1 - ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES M.D. Sass Securities, L.L.C. (the "Company"), a registered broker-dealer with the Securities and Exchange Commission ("SEC") and the Financial Industry Regulatory Authority, Inc. ("FINRA"), was formed on September 23, 2005 primarily to act as a placement agent for various pooled onshore and offshore investment vehicles including hedge funds, private equity funds, commodity funds and fund of funds. The Company acts solely on an agency basis. The Company is a Delaware limited liability company and governed under a limited liability company agreement (the "Agreement"). The Agreement provides for the member's ownership, liabilities of the member, transfers of interest, capital contributions, distribution to the member and profit or loss allocations. The Company is scheduled to terminate on December 31 , 2040 or shall be dissolved upon the occurrence of an event as set forth in the Agreement. The liability of the member shall be limited to the amount of capital contributions which such member is required to make pursuant to the provisions of the Agreement and the member shall have no further liability to contribute money to the Company for, or in respect of, the liabilities or obligations of the Company, and shall not be personally liable for any obligations of the Company. On October 22, 2025, Martin Sass entered into a sale agreement to sell 100% of M.D. Sass Securities, L.L.C. to Lucid Capital Markets Holdings, LLC. The transaction remains subject to FINRA approval and is currently expected to close in late 2026. In connection with this broader business transition, M.D. Sass Securities, L.L.C. assigned all rights and obligations under its distribution agreements to Independent Brokerage Solutions LLC on August 22, 2025. (a) Service agreement income The Company entered into a service agreement dated January 31 , 2007 with **M .D.** Sass Investors Services, Inc. ("Investors"), a related party registered as an investment advisor under Section 203 of the Investment Advisors Act of 1940. On January 6, 2023, **M .D.** Sass Investors Services, Inc. filed with the Delaware Secretary of State to change its legal name to M.D. Sass, Inc and then again in November of 2023 from M.D. Sass, Inc to M.D. Sass, LLC. This rebranding was done as part of consolidating the M.D. Sass investment management business into a single corporate entity. The Company provides broker services of marketing interests in investment funds advised by Investors ("Brokerage Services"), for which Investors and certain affiliates and former affiliates oflnvestors act as General Manager, Managing Member and Investment Advisor, in exchange for services and personnel to be provided by Investors ("Affiliated Services"). The service agreement calls for the Company to be compensated by Investors at an amount equal to 100.5% of all expenses incurred providing these Brokerage Services. All of the Company's expenses are primarily paid by Investors and allocated to the Company. {11}------------------------------------------------ #### **NOTES TO FINANCIAL STATEMENTS** ### (b) Distribution fees The Company earns distribution fees for marketing and promoting investment funds of registered investment advisors affiliated or formerly affiliated with the Company to institutional clients. Generally, in consideration for these services the Company receives varying percentages of committed capital associated with such institutional clients' investment. In some cases, the Company will earn the distribution fee on committed and funded capital, payable within a certain period of each drawdown of capital with respect to such commitment. The Company believes its performance obligation is the fulfillment of the subscription agreement by the institutional clients and if such is fulfilled at signing. In connection with the assignment of the distribution business on August 22, 2025, the Company transitioned its active placement activities and associated registered sales personnel to a third-party broker-dealer. Consequently, as of December 31 , 2025, the Company no longer maintains a sales force. ( c) Commission Expense The Company employs individuals to broker investments in pooled investment vehicles. These brokers receive commissions based on varying percentages of eligible revenue (defined as management (base) and incentive (performance) fees or committed capital) related to investments in these pooled investment vehicles. ( d) Cash and Cash Equivalents Cash equivalents are defined as short-term, highly liquid money market funds with original maturities of less than 90 days. At December 31 , 2025, all of the cash and cash equivalents were held at one major financial institution. (e) Income Tax As a wholly-owned limited liability company, the Company is considered to be a disregarded entity for tax reporting purposes and is thus not subject to Federal, state or local income taxes and does not file income tax returns in any jurisdiction. All items of income, expense, gains and losses are reportable by the member for tax purposes. (f) Leases The Company defines a short-term lease as a lease that, at the commencement date, has a lease term of 12 months or less and does not contain an option to purchase the underlying asset that the lease is reasonably certain to exercise. The Company elected to recognize short-term lease payments as an expense on a straight-line basis over the lease term. Related variable lease payments are recognized in the period in which the obligation is incurred. Investors provides office space and equipment to the Company under the service agreement (notes l(a) and 3). The amount ofrent charged is determined monthly, based on time incurred by the employees. The Company's lease obligations are deemed to be shortterm and variable. {12}------------------------------------------------ ### **NOTES TO FINANCIAL STATEMENTS** ## (g) Use of Accounting Estimates The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amount 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. ### NOTE 2 - REGULATORY REQUIREMENTS The Company is subject to the SEC Uniform Net Capital Rule 15c3-l under the Securities Exchange Act ("SEA") of 1934 ("the Rule") and has elected to compute its net capital under the Basic Method of the Rule. The Rule requires that the ratio of aggregate indebtedness to net capital, both as defined, shall not exceed 15 to 1 subject to a minimum net capital requirement of \$5,000. At December 31 , 2025, the Company had a net capital of \$34,857 which was \$29,857 in excess of its required net capital. The Company's net capital ratio was 203%. The Company does not claim an exemption under paragraph (k) of 17 C.F.R. § 240. 15c3-3. The Company files its exemption report relying on Footnote 74 of the SEC Release No. 34- 70073 adopting amendments to 17 C.F.R. § 240. l 7a-5 because the Company limits its business activities exclusively to receiving transaction-based compensation for referring securities transactions to other broker-dealers, 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. # NOTE 3 - RELATED PARTY TRANSACTIONS Investors, a related party through common ownership, is a registered investment advisor (see note l(a)). Included in service agreement income in the statement of operations is \$209,575 attributable to Brokerage Services provided to Investors by the Company. Substantially all expenses shown on the statement of operations have been allocated to the Company from Investors in accordance with a services agreement. This agreement provides that Investors will provide various services and the use of equipment and in return the Company will provide Brokerage Services referred to above. At December 31 , 2025, included in the statement of financial condition is a net receivable of \$1,355 due from Investors related to these relationships. Additionally, as described in note l(b), distribution fees are earned from affiliated investment advisors. Included in the statement of operations is \$16,922 attributable to these relationships. {13}------------------------------------------------ ### **NOTES TO FINANCIAL STATEMENTS** ## NOTE 4 - CONTINGENCIES The Company was subject to a FINRA dispute resolution arbitration with an investor in funds managed by affiliates of the Company whereby the investor made a claim of approximately \$346,000 plus other costs against the Company regarding, among other things, the suitability of such funds. On August 27, 2015, the Panel granted the Company's Motion to Dismiss in part with respect to all claims except claims related to one fund pursuant to FINRA Rule 12206. The Panel granted leave for the investor to refile claims relating to the specific fund but currently has not refiled claims. ### NOTE 5 - SEGMENT REPORTING The Company is engaged in a single line of business as a securities broker-dealer which acts as a placement agent for various investment vehicles. The Company has identified its Chief Compliance Officer as the chief operating decision maker ("CODM"), who uses net income to evaluate the results of the business, predominantly in the forecasting process, to manage the Company. Additionally, the CODM uses excess net capital (see Schedule 1), 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 dividends. The 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 Company as a whole. The accounting policies used to measure the profit and loss of the segment are the same as those described in the summary of significant accounting policies. The measurement of segment assets is reported on the statement of financial condition as total assets. The statement of operations presents the segment revenue and significant expenses for the year ended December 31 , 2025. The Company derived 7 percent of its total revenues from three external customers in 2025. ## NOTE 6 - SUBSEQUENT EVENTS The Company has evaluated subsequent events through March 30, 2026, the date that the financial statements were issued. Effective January 26, 2026, the rights and obligations of the Cladrius Partners LLC Distribution Agreement previously assigned to Independent Brokerage Solutions LLC were subsequently transferred to RainBridge Securities LLC. There have been no other material subsequent events that occurred during such period that would require disclosure in this report or would be required to be recognized in the financial statements as of December 31, 2025. {14}------------------------------------------------ SUPPLEMENTARY FINANCIAL INFORMATION {15}------------------------------------------------ ## **COMPUTATION OF NET CAPITAL FOR BROKERS AND DEALERS PURSUANT TO RULE 15c3-1 UNDER THE SECURITIES EXCHANGE ACT OF 1934 DECEMBER 31, 2025** #### **SCHEDULE 1** | Total ownership equity per statement of financial condition | \$
36,908 | |-----------------------------------------------------------------|--------------| | Total non-allowable assets from statement of fmancial condition | 2,051 | | Net capital | \$
34,857 | | COMPUTATION OF NET CAPITAL REQUIREMENT: | | | Minimum net capital required (6-2/3% of aggregate indebtedness) | \$
4,723 | | Minimum dollar net capital requirement | \$
5,000 | | Net capital requirement | \$
5,000 | | Excess net capital | \$
29,857 | | Total aggregate indebtedness | \$
70,850 | | Ratio of aggregate indebtedness to net capital | 203% | There are no material differences between the preceding computation and the Company's corresponding amended unaudited part II of form X-17 A-5 as of December 31 , 2025 filed on January 26, 2026. {16}------------------------------------------------ ## **COMPUTATION FOR DETERMINATION OF THE RESERVE REQUIREMENTS UNDER EXHIBIT A OF § 240.15c3-3 OF THE SECURITIES EXCHANGE ACT OF 1934 DECEMBER 31, 2025** ### **SCHEDULE2** The Company is exempt from Computation for Determination of the Reserve Requirements Under Exhibit A of §240.15c3-3 of the Securities Exchange act of 1934 relying on Footnote 74 of the SEC Release No. 34-70073 adopting amendments to 17 C.F.R. § 240. l 7a-5 because the Company limits its business activities exclusively to receiving transaction-based compensation for referring securities transactions to other broker-dealers, and the Company (1) did not directly or indirectly receive, hold, or otherwise owe funds or securities for or to customers, (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. {17}------------------------------------------------ ## **INFORMATION RELATING TO THE POSSESSION OR CONTROL REQUIREMENTS UNDER § 240.15c3-3 OF THE SECURITIES EXCHANGE ACT OF 1934 DECEMBER 31, 2025** ### **SCHEDULE3** The Company is exempt from Information Relating to Possession or Control Requirements Under Exhibit §240.15c3- 3 of the Securities Exchange act of 1934 relying on Footnote 74 of the SEC Release No. 34-70073 adopting amendments to 17 C.F.R. § 240. l 7a-5 because the Company limits its business activities exclusively to receiving transaction-based compensation for referring securities transactions to other broker-dealers, and the Company (1) did not directly or indirectly receive, hold, or otherwise owe funds or securities for or to customers, (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 {18}------------------------------------------------ ![](_page_18_Picture_0.jpeg) **Citrin Coopennan & Company, LLP** Certified Public Accountants 50 Rockefeller Plaza New York, NY 10020 **T** 212.697.1000 **F** 212.202.5107 citrincooperman.com # **REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM** To the Member M. D. Sass Securities, LLC We have reviewed management's statements, included in the accompanying Exemption Report pursuant to SEC Rule 17a-5, in which **(1)** M. D. Sass Securities, LLC did not claim an exemption under paragraph (k) of 17 C.F.R. §240.1 Sc3-3, and (2) M. D. Sass Securities, LLC 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 M. D. Sass Securities, LLC limits its business activities exclusively to receiving transaction-based compensation for referring securities transactions to other broker-dealers. In addition, M.D. Sass Securities, LLC 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 **1** Sc2-4 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 M.D. Sass Securities, LLC; did not carry accounts of or for customers; and did not carry PAB accounts (as defined in Rule **1** Sc3-3) throughout the most recent fiscal year without exception. M. D. Sass Securities, LLC's management is responsible for compliance with the exemption provisions and its statements. Our review was conducted in accordance with the standards of the Public Company Accounting Oversight Board (United States) and, accordingly, included inquiries and other required procedures to obtain evidence about M. D. Sass Securities, LLC's compliance with the exemption provisions. A review is substantially less in scope than an examination, the objective of which is the expression of an opinion on management's statements. Accordingly, we do not express such an opinion. Based on our review, we are not aware of any material modifications that should be made to management's statements referred to above for them to be fairly stated, in all material respects, based upon M. D. Sass Securities, LLC's business activities contemplated by Footnote 74 of the SEC Release No. 34- 70073 adopting amendments to 17 C.F.R. § 240.17 a-5, and related SEC Staff Frequently Asked Questions. t~~~~.w-fl New York, New York March 30, 2026 "Citrin Cooperman" is the brand under which Citrin Cooperman & Company, LLP, a licensed independent CPA firm, and Citrin Cooperman Advisors LLC serve clients' business needs. The two firms operate as separate legal entities in an alternative practice structure. The entities o f Citrin Cooperman & Company, LLP and Citrin Cooperman **Advisors ILC arc independent member firms of the Moore North America, Inc. (MNA) Association, which is itself a regional member of Moore Global N etwork Limited (MGNL). All the firms associated with MNA are independently owned and managed entities. Their membership in, or associatio n Wlth, MNA should no t be construed as** constituting or implying any partnership between them. {19}------------------------------------------------ **M.D. Sass Securities, L.L.C.** (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)(l) 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: receiving transaction-based compensation for referring securities transactions to other broker-dealers, 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. M.D. Sass Securities, L.L.C. I, Sam Friedman, affirm that, to my best knowledge and belief, this Exemption Report is true and correct. y: **CS1~M°FM~ltman** Title: FINOP / Senior Vice President Date: 3/30/2026 Source: SEC EDGAR via Adviser Search (https://search.stillhousedata.com). Agents: see https://search.stillhousedata.com/llms.txt.