# MEDIOBANCA SECURITIES USA LLC X-17A-5 (2026-03-23) — Broker-dealer annual report - Company: MEDIOBANCA SECURITIES USA LLC - Form: X-17A-5 - Filed: 2026-03-23 - Period: 2025-12-31 - Accession: 0001388353-26-000003 - CIK: 1388353 - File #: 8-67538 - Type: Broker-dealer - Material weakness: Yes - Auditor: COHNREZNICK LLP - Auditor location: NEW YORK, NY - Contact: Louis Almerini - Phone: 7328094819 - Signed by: Louis Almerini (Financial and Operations Principal) Original filing: https://www.sec.gov/Archives/edgar/data/1388353/000138835326000003/mediobancasecsaudit12.31.25.pdf --- {0}------------------------------------------------ | | | ; '5&,*,< | | | |-------------------------------------------------------------------------------------------------------|-------|-------------------------------------|---------------|------------------------| | '
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#%"\$# %# | | | | | | - - - - - - - - - - - - - - - - - - - - - - - - - - - {2}------------------------------------------------ # **Mediobanca Securities USA, LLC** A Wholly-Owned Subsidiary of Mediobanca – Banca di Credito Finanziario S.p.A. (A Limited Liability Company) Report on Financial Statements (With Supplementary Information and Report of Independent Registered Public Accounting Firm) Six Months Ended December 31, 2025 {3}------------------------------------------------ ## **Mediobanca Securities USA, LLC** ## Facing Page #### Index | | Page | |----------------------------------------------------------------------------------------------------------------------------------------------------|------| | Report of Independent Registered Public Accounting Firm | 2 | | Statement of Financial Condition - December 31, 2025 | 3 | | Statement of Operations – Six Months Ended December 31, 2025 | 4 | | Statement of Changes in Member's Equity - Six Months Ended December 31, 2025 | 5 | | Statement of Cash Flows - Six Months Ended December 31, 2025 | 6 | | Notes to Financial Statements | 7-14 | | Supplemental Schedules Required by Rule 17a-5 of the Securities Exchange Act of 1934: | | | I
Computation of Net Capital Under Rule 15c3-1 of the Securities and
Exchange Commission – December 31, 2025 | 15 | | II
Computation for Determination of Reserve Requirements Under Rule 15c3-3
of the Securities and Exchange Commission - December 31, 2025 | 16 | | III Information Relating to Possession and Control Requirements Under Rule 15c3-3
of the Securities and Exchange Commission - December 31, 2025 | 17 | | Independent Auditor's Report on Internal Control Required by CFTC Regulation 1.16 18-19 | | {4}------------------------------------------------ ![](_page_4_Picture_1.jpeg) #### Report of Independent Registered Public Accounting Firm To the Member and Board of Directors Mediobanca Securities USA, LLC #### *Opinion on the Financial Statements* We have audited the accompanying statement of financial condition of Mediobanca Securities USA, LLC (a limited liability company and wholly-owned subsidiary of Mediobanca - Banca di Credito Finanziario S.p.A.) (the "Company") as of December 31, 2025, the related statements of operations, changes in member's equity and cash flows for the period from July 1, 2025 to December 31, 2025, and the related notes and schedules (collectively referred to as 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 period from July 1, 2025 to December 31, 2025 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 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. #### *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 the Company's financial statements. The supplemental information is the 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 supplemental information contained in Schedules I, II and III 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 2007. We have served as the Company s New York, New York March 19, 2026 {5}------------------------------------------------ ## **Mediobanca Securities USA, LLC Statement of Financial Condition December 31, 2025** #### **ASSETS** | Cash and cash equivalents | | |-------------------------------------------------------|-----------------| | Cash | \$
390,109 | | Investment in money market fund | 5,035,770 | | Total cash and cash equivalents | 5,425,879 | | Deposit with clearing organization | 100,000 | | Due from Parent | 197,147 | | Accounts receivable | 35,753 | | Furniture, equipment, and leasehold improvements, net | | | of accumulated depreciation of \$115,031 | 53,480 | | Deferred tax asset | 168,187 | | Operating lease right-of-use asset | 271,814 | | Prepaid income taxes | 61,234 | | Total assets | \$
6,313,494 | | LIABILITIES AND MEMBER'S EQUITY | | | Liabilities | | | Accounts payable and accrued expenses | \$
84,110 | | Accrued payroll and related benefits | 736,140 | | Due to Parent | 105,930 | | Lease liability | 310,827 | | Total liabilities | 1,237,007 | | Member's equity | 5,076,487 | | Total liabilities and member's equity | \$
6,313,494 | {6}------------------------------------------------ ## **Mediobanca Securities USA, LLC Statement of Operations Six Months Ended December 31, 2025** | Revenue: | | |----------------------------------------|-----------------| | Commission income – related party | \$
1,736,455 | | Research fee income | 641,483 | | Dividend income | 90,000 | | Placement fee income – related party | 3,655 | | Total revenue | 2,471,593 | | Expenses: | | | Compensation and benefits | 1,157,838 | | Professional fees | 343,269 | | Clearing fees | 177,667 | | Market data research | 155,441 | | Regulatory fees | 144,866 | | Rent | 140,168 | | Travel and entertainment | 82,005 | | Depreciation | 42,100 | | Office | 26,503 | | Communications | 13,404 | | Insurance | 8,582 | | Other expenses | 35,135 | | Total expenses | 2,326,978 | | Net income from operations | 144,615 | | Other (expense): | | | Cyber fraud loss | (1,600,000) | | Loss before provision for income taxes | (1,455,385) | | Provision for income taxes | - | | Net loss | \$ (1,455,385) | {7}------------------------------------------------ ## **Mediobanca Securities USA, LLC Statement of Changes in Member's Equity Six Months Ended December 31, 2025** | Balance as of July 1, 2025 | \$
6,531,872 | |---------------------------------|-----------------| | Net loss | (1,455,385) | | Balance as of December 31, 2025 | \$
5,076,487 | {8}------------------------------------------------ ## **Mediobanca Securities USA, LLC Statement of Cash Flows Six Months Ended December 31, 2025** | Cash flows from operating activities: | | |-----------------------------------------------------------------------------|-----------------| | Net loss | \$ (1,455,385) | | Adjustments to reconcile net loss to net cash used in operating activities: | | | Depreciation and amortization | 42,100 | | Amortization of right-of-use asset | 98,748 | | Changes in operating assets and liabilities: | | | Due from Parent | 129,298 | | Accounts receivable | 20,981 | | Prepaid income taxes | (61,234) | | Other receivables | 1,375,000 | | Accounts payable and accrued expenses | (10,060) | | Accrued payroll and related benefits | (585,114) | | Operating lease liability | (108,559) | | Income taxes payable | (97,829) | | Net cash used in operating activities | (652,054) | | Net decrease in cash and cash equivalents | (652,054) | | Cash and cash equivalents, beginning of the period | 6,077,933 | | Cash and cash equivalents, end of the period | \$
5,425,879 | | | | | Supplemental Disclosure of Cash Flow Information: | | | Cash payments of income taxes | \$
159,063 | {9}------------------------------------------------ #### **Note 1 - Business and summary of significant accounting policies** #### **Business** Mediobanca Securities USA, LLC (the "Company"), a wholly-owned subsidiary of Mediobanca - Banca di Credito Finanziario S.p.A. (the "Parent"), was formed as a Delaware limited liability company on August 23, 2006. The Company is registered with the Securities and Exchange Commission (the "SEC"), the Financial Industry Regulatory Authority ("FINRA"), and the Securities Industry Protection Corporation ("SIPC") to conduct its operations as an introducing broker of equity securities that will solicit business primarily in Italian securities traded on the Milan Stock Exchange, and may occasionally seek business for stocks traded on European and other exchanges. In November 2014, the Company was approved by FINRA to trade foreign options securities. In May 2015, the Company was approved by FINRA to participate in underwritings as a selling group member. The Parent is a member of various stock exchanges and is subject to the rules and regulations of such organizations. On December 12, 2022, the Company registered with the Commodity Futures Trading Commission ("CFTC") and is regulated by the National Futures Association ("NFA"). The Company can provide brokerage services for index derivatives that have futures contracts as the underlying security. The Company solicits and accepts orders from its customers for the purchase and sale of foreign (primarily Italian) securities, facilitates the execution of orders from the Parent's customers for the purchase and sale of securities traded in U.S. and Canadian markets, and facilitates investments by the Parent's clients in foreign sovereign debt securities. All such transactions are executed by the Parent. The clearance and settlement of the trades occur through a direct transfer of funds and securities between the Company's or the Parent's customers and the Parent's clearing broker. Accordingly, the Company is exempt from registration for foreign broker-dealers transacting foreign securities in the United States with U.S. customers pursuant to the provisions of Rule 15a-6(a)(3). The Company also earns fees from providing research to its institutional clients. The accompanying financial statements have been prepared in conformity with accounting principles generally accepted in the United States of America from the separate records maintained by the Company and, due to certain transactions and agreements with affiliated entities, such financial statements may not necessarily be indicative of the financial condition that would have existed or the results that would have been obtained from operations had the Company operated as an unaffiliated entity. ### **Change in fiscal year** During 2025, the Company changed its fiscal year end from June 30th to December 31st. The accompanying financial statements are for the six-month transition period from July 1, 2025 to December 31, 2025. #### **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 certain reported amounts of assets and liabilities and disclosures of contingent assets and liabilities at the date of the financial statements, as well as reported amounts of revenue and expenses during the reporting period. Actual results could differ from those estimates. #### **Revenue recognition** The Company accounts for revenue under Accounting Standards Codification ("ASC") 606, *Revenue from Contracts with Customers*. This revenue recognition guidance requires that an entity recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. The guidance requires an entity to follow a five-step model to (a) identify the contracts(s) with a customer, (b) identify the performance obligations in the contract, (c) determine the transaction price, (d) allocate the transaction price to the performance obligations in the contract, and (e) recognize revenue when (or as) the entity satisfies a performance obligation. {10}------------------------------------------------ #### **Note 1 - Business and summary of significant accounting policies (continued)** Commission income, placement fee income, and advisory fee income are all recognized by the Company when allocated to the Company by the Parent pursuant to revenue sharing agreements (see Note 2 – Related party transactions). The Parent allocates income monthly based upon the trades executed during the month. The majority of trades settle within three business days. Placement and advisory fee income is allocated once the related transactions are closed. #### *Commission income* Securities transactions and related commission revenue, which are all earned from the Parent, and expenses associated with customer transactions are recorded on a trade-date basis. In the statement of financial condition, due from Parent included \$197,147 commissions receivable from the Parent at December 31, 2025 and \$326,445 commissions receivable from the Parent at June 30, 2025. #### *Research fee income* Revenue from research fees is recognized when the amount is fixed and determinable at which time the Company bills its customers and collection is reasonably assured. In the statement of financial condition, accounts receivable included \$21,500 research fees receivable and \$14,253 dividends receivable at December 31, 2025 and \$35,200 research fees receivable and \$21,534 dividends receivable at June 30, 2025. #### *Placement fee income* Placement fees, which are all earned from the Parent, are recognized when the services are complete (performance obligation has been satisfied), revenues are earned and collection is determined as reasonably assured. No placement fees were receivable from the Parent at December 31, 2025 and at June 30, 2025. ### *Advisory fee income* Advisory fees, which are all earned from the Parent, are recognized when the services are complete (performance obligation has been satisfied), revenues are earned and collection is determined as reasonably assured. No advisory fees were receivable from the Parent at December 31, 2025 and at June 30, 2025. ### **Cash and cash equivalents** Cash consists of cash on deposit with a financial institution. Cash equivalents are investments in money market funds and investments with maturities of 90 days or less when purchased. ### **Furniture, equipment, and leasehold improvements** Furniture, equipment, and leasehold improvements are stated at cost. Depreciation is provided using the straight-line method over the assets' estimated useful lives of five to seven years. Amortization of leasehold improvements is provided using the straight-line method over the lesser of the useful life or lease term. #### **Leases** The Company accounts for leases under ASC 842 for its financial statements and records right-of-use assets and lease liabilities for its operating leases. The right-of-use asset in the statement of financial condition represents the Company's right, as a lessee, to use an asset over the life of a lease. The Company records the right-of-use asset based on the initial amount of the lease liability, plus any lease payments made to the lessor before the lease commencement date, plus any initial direct costs incurred, less any lease incentives received. The amortization period for the right-of-use asset is from the lease commencement date to the earlier of the end of the lease term or the end of the useful life of the asset. {11}------------------------------------------------ #### **Note 1 - Business and summary of significant accounting policies (continued)** #### **Income taxes** The Company has elected to be taxed as a corporation, and files separate income tax returns. The Company is accounting for income taxes pursuant to the asset and liability method which requires deferred tax assets and liabilities to be computed for temporary differences between the financial statement and tax bases of assets and liabilities that will result in taxable or deductible amounts in the future based on enacted tax laws and rates applicable to the periods in which the temporary differences are expected to affect taxable income. Valuation allowances are established when necessary to reduce deferred tax assets to the amount expected to be realized. The Company complies with accounting rules for uncertainty in income taxes. The Company has no unrecognized tax benefits at December 31, 2025. The Company's U.S. federal and state income tax returns prior to fiscal year 2023 are closed. Management continually evaluates expiring statutes of limitations, audits, proposed settlements, changes in tax law and new authoritative rulings. The Company recognizes interest and penalties associated with tax matters, if applicable, as part of other expenses and includes accrued interest and penalties in accrued expenses in the statement of financial condition. The Company did not recognize any interest or penalties associated with tax matters for the six months ended December 31, 2025. Effective July 1, 2025, the Company adopted the provisions of the Financial Accounting Standards Board's Accounting Standards Update 2023-09, *Improvements to Income Tax Disclosures*, which became effective for fiscal years beginning after December 31, 2024. Required disclosures are provided in Note 4 – Income taxes. #### **Stock-based compensation** The Parent allocates to the Company its portion of stock-based compensation. The fair value-based method of accounting prescribed by stock compensation accounting standards is used for the employee stock option program. Under stock compensation accounting standards, compensation expense related to the stock option program is determined based on the estimated fair value of options granted. For the six months ended December 31, 2025, there were no new options granted, no unexercised options were outstanding, and no stock-based compensation expense was incurred. ### **Credit risk** The Company is exposed to off-balance sheet risk of loss on transactions during the period from the trade date to the settlement date, which is generally three business days. The Company maintains cash deposits with banks and brokers. At times, such deposits exceed federal or other applicable insurance limits. The Company has not experienced any losses in such accounts. As of December 31, 2025, the amount in excess of federally insured limits was \$5,035,770. During the six months ended December 31, 2025, the Company invested a substantial portion of its cash in a money market fund. At December 31, 2025, \$5,035,770 was invested in the JPMorgan 100% U.S. Treasury Securities Money Market Fund (the "Fund"). The Fund aims to provide the highest possible level of current income while still maintaining liquidity and providing maximum safety of principal. The Fund invests solely in debt securities of the U.S. Treasury, including Treasury bills, bonds, and notes. These investments carry different interest rates, maturities, and issue dates. The Company's investment in the Fund is held in its account at JPMorgan Chase Bank, N.A. Substantially all of the commissions and placement fees are earned from the Parent. A majority of the commissions and placement fees earned relate to the European markets. {12}------------------------------------------------ #### **Note 1 - Business and summary of significant accounting policies (continued)** Credit losses The Company extends credit to its customers in the normal course of business and performs ongoing credit evaluations of its customers. Accounts receivable are stated at amounts due from customers, net of an allowance for credit losses. The Company determines its allowance for credit losses by considering a number of factors, including the length of time trade accounts receivable are past due and the customer's current ability to pay its obligation to the Company. The Company writes off accounts receivable against the allowance account when they become uncollectible. The Company incurred no credit losses during the six months ended December 31, 2025 and as of December 31, 2025, and there was no balance for the allowance for credit losses. #### **Foreign currency** All transactions with the Parent are denominated in Euros and are converted into US dollars at the date of the transaction. Therefore, there is no exposure to foreign currencies as the transaction date and amounts ultimately received or paid are measured at the transaction date. ### **Note 2 - Related party transactions** The Company has commission-sharing and expense-sharing agreements with the Parent. Due from Parent at December 31, 2025, was \$197,147, representing commissions due from Parent. The commission-sharing agreements provide for 10% of the commission generated by the Company from its U.S. clients to be allocated to the Parent, with the residual 90% allocated to the Company. In addition, 33% of the commission generated by the Parent from the Parent's clients' trades in U.S. equity securities are allocated to the Company, with the residual 67% allocated to the Parent. In addition, 50% of the sales credits generated by the Parent for investments in fixed income securities placed with assistance from the Company are allocated to the Company as commission revenues. The allocation of commissions from the Parent serves as reimbursement for certain operating expenses relating to the Company's broker-dealer activities including trade execution, transaction clearance and settlement, research, administration services, and information services. As the customers are customers of the Parent, and predominantly conduct their business directly with the Parent, the Company records commission income on a net basis. Amounts due from the Parent relating to these commissions have no specified due date. The Company has an expense-sharing agreement with the Parent regarding certain administrative expenses. For the six months ended December 31, 2025, administration expenses charged by the Parent were \$35,967 and are included in professional fees on the accompanying statement of operations. On June 23, 2023, the Company and the Parent entered into a Letter Agreement effective July 1, 2022, which states that should the Company not be able to generate enough volume of business to ensure that the revenues (the commissions paid or retroceded by the Parent) cover the costs incurred by the Company, the Company will receive from the Parent an additional remuneration that guarantees break-even pre-tax income from operations. The Company achieved an operating profit, exclusive of the cyber fraud loss, during the six months ended December 31, 2025; therefore, it received no loss reimbursement from the Parent pursuant to this agreement. Intercompany balances arising from this Letter Agreement will be settled separately from intercompany balances resulting from revenue- and expense-sharing agreements; accordingly, these balances are presented separately in the statement of financial condition. At December 31, 2025, due to Parent of \$105,930 was owed to the Parent as a result of loss reimbursement payments received during the year ended June 30, 2023. ### **Note 3 – Deposit with clearing broker** In anticipation of commencing its execution of securities transactions, the Company entered into a clearing agreement with a clearing broker which will provide the clearing and depository operations for the Company's security transactions. Pursuant to the clearing agreement, the Company is obligated to maintain a deposit of \$100,000. {13}------------------------------------------------ #### **Note 3 – Deposit with clearing broker (continued)** The Company has agreed to indemnify its clearing broker for losses that the clearing broker may sustain from the customer accounts introduced by the Company. #### **Note 4 - Income taxes** The Company's taxable income differs from its pre-tax income due to certain non-deductible expenses and timing differences related to accrued bonuses, net operating loss carryforwards, and deferred rent. At December 31, 2025, the Company has deferred tax assets of \$168,187 reported as an asset in the statement of financial condition and prepaid income taxes of \$61,234 reported as an asset in the statement of financial condition. The Company evaluated its valuation allowance at December 31, 2025, and determined the deferred income tax asset primarily related to accrued bonuses and deferred rent will more than likely be realized. Deferred tax assets arising from the cyber fraud loss incurred during the six months ended December 31, 2025 are fully offset by a valuation allowance since the ultimate realization depends on future recoverability which is not determinable at this time. The tax effects of temporary differences that give rise to significant portions of deferred tax assets at December 31, 2025 are comprised of the following: | | | As of
December 31, | | |--------------------------------------|----|-----------------------|--| | | | | | | | | 2025 | | | Deferred tax asset | | | | | Net operating loss | \$ | 519,975 | | | Accrued bonuses | | 100,665 | | | Deferred rent | | 17,645 | | | Other | | 7,415 | | | Total deferred tax asset | | 645,700 | | | Valuation allowance | | (477,513) | | | Deferred tax asset, net of allowance | \$ | 168,187 | | A reconciliation of the difference between the expected income tax expense or benefit computed at the U.S. statutory income tax rate and the Company's income tax expense is as follows: | | As of | | |----------------------------------------------------------|--------------|--| | | December 31, | | | | 2025 | | | Statutory federal income tax rate | 21.0% | | | State and local income taxes, net of federal tax benefit | 8.1% | | | Other | 1.0% | | | Valuation allowance on current period loss | (30.1%) | | | Effective tax rate | 0.0% | | {14}------------------------------------------------ #### **Note 4 - Income taxes (continued)** The Company's tax provision for the six months ended December 31, 2025 was \$-0- as follows: | | | For the Six
Months Ended
December 31,
2025 | | |----------------------------------------------------------|----|-----------------------------------------------------|--| | Federal | | | | | Current | \$ | - | | | Deferred | | (334,260) | | | State and local | | | | | Current | | - | | | Deferred | | (143,253) | | | Income tax expense (benefit), before valuation allowance | \$ | (477,513) | | | Change in valuation allowance | | 477,513 | | | Income tax expense | \$ | - | | During the six months ended December 31, 2025, the Company made the following tax payments: | | For the Six | |----------------|---------------| | | Months Ended | | | December 31, | | | 2025 | | Federal | \$
110,000 | | New York State | 29,188 | | New York City | 19,875 | | | \$
159,063 | | | | #### **Note 5 - Commitments** #### **Leases** The Company leases office space in New York City under a non-cancelable lease which expires on June 30, 2027. The Company adopted Topic 842 on June 1, 2022 and recognized leases with duration greater than 12 months on the statement of financial condition. The Company determines at contract inception if an arrangement contains a lease based on whether the Company obtains the right to control the use of specifically identifiable property for a period of time in exchange for consideration. The Company recorded the related operating lease right-of-use asset and liability at the present value of lease payments over the term. The Company estimates its incremental borrowing rate, at lease commencement, to determine the present value of lease payments since the Company's leases do not provide an implicit rate of return. The rate used was 7%. Lease expense is recognized on a straight-line basis over the lease term. At December 31, 2025, the remaining lease term was 18 months. {15}------------------------------------------------ ### **Note 5 – Commitments (c0ntinued)** #### **Leases (continued)** Future minimum lease payments under such commitments are: | For the year ending December 31, | | |----------------------------------|---------------| | 2026 | \$
277,962 | | 2027 | 141,392 | | Total operating lease payments | 419,354 | | Less: imputed interest | (108,527) | | Total lease liability | \$
310,827 | | | | Rent expense for the six months ended December 31, 2025 was \$140,168. #### **Note 6 - Furniture, equipment, and leasehold improvements** Furniture, equipment, and leasehold improvements consist of the following: | | | | As of | |----------------------------------------------|--------------|----------------------|-----------| | | Estimated | December 31,
2025 | | | | useful lives | | | | Office equipment | 5 years | \$ | 33,496 | | Office furniture | 7 years | | 67,728 | | Leasehold improvements | 5 years | | 67,287 | | | | | 168,511 | | Less accumulated depreciation & amortization | | | (115,031) | | Total | | \$ | 53,480 | | | | | | Depreciation expense for the six months ended December 31, 2025 was \$42,100. ### **Note 7 - Employee benefit plan** Effective August 23, 2006, the Company established a 401(k) profit-sharing plan, which allows for contributions by employees up to a defined amount of the employees' compensation, subject to statutory limitations. For plan years beginning on and after July 1, 2007, the Company will contribute 3% of the participating employees' compensation. Employer contributions for the six months ended December 31, 2025 amounted to \$104,658 and are included in compensation and benefits in the statement of operations. ### **Note 8 - Net capital requirement** The Company is subject to the SEC Uniform Net Capital Rule (Rule 15c3-1), which requires the maintenance of minimum net capital of \$250,000 and requires that the ratio of aggregate indebtedness to net capital, both as defined, shall not exceed 15 to 1. The Company is also registered with the NFA and the CFTC and accordingly is also subject to the CFTC's minimum financial requirements which require that the Company maintain net capital, as defined, equal to the greater of its requirements under Regulation 1.17 under the Commodity Exchange Act or Rule 15c3-1. At December 31, 2025, the Company has net capital of \$4,414,173, which exceeded the minimum requirement of \$250,000 by \$4,164,173. The Company's percentage of aggregate indebtedness to net capital was 21.87%. {16}------------------------------------------------ ### **Note 9 - Indemnifications** In the normal course of its business, the Company indemnifies and guarantees certain service providers, such as clearing and custody agents, trustees, and administrators, against specified potential losses in connection with their acting as agents of, or providing services to, the Company or its affiliates. The Company also indemnifies some clients against potential losses incurred in the event specified third-party service providers, including sub-custodians and third-party brokers, improperly execute transactions. The maximum potential amount of future payments that the Company could be required to make under these indemnifications cannot be estimated. However, the Company believes that it is unlikely it will have to make material payments under these arrangements and has not recorded any contingent liability in the accompanying financial statements for these indemnifications. #### **Note 10 - Segment information** The Company operates as a broker-dealer and has one operating segment, as defined under ASC 280, Segment Reporting. The Company's business activities consist primarily of executing transactions for clients in equity securities and options on a riskless principal basis. The Company has identified its Chief Executive Officer as the chief operating decision maker ("CODM"), who uses net income to evaluate the results of the business to manage the Company. Additionally, the CODM uses excess net capital, which is not a measure of profit and loss, to make operational decisions while maintaining capital adequacy. The Company's operations constitute a single operating segment and therefore, a single reportable segment, because the CODM manages the business activities using information from the Company as a whole. Because the Company has only one operating segment, no additional segment-level information is required under the provisions of ASC 280. The accompanying statement of operations presents the segment revenue and expenses of this single reporting segment. Revenue included \$1,740,110 earned from the Parent, and \$731,483 earned from unrelated third parties. All revenues and expenses are allocated to the broker-dealer activities, and there is no significant variation in performance across different areas of the business. The accompanying statement of financial condition presents all segment assets of this single reporting segment. ### **Note 11 – Cyber fraud loss** On July 7 and July 9, 2025, the Company made unauthorized wire payments totaling \$1,600,000 to an unrelated third party as a result of a cyber fraud incident. Following the discovery of fraud in mid-July 2025, the Company initiated an investigation with the assistance of the Federal Bureau of Investigation. As of the date these financial statements were issued, the Company has been unable to recover any of the \$1,600,000. The Company believes it may be able to recover \$875,000 of the amounts disbursed but can provide no assurances that its recovery efforts will be successful. In the statement of operations, the unrecovered \$1,600,000 is reported as a cyber fraud loss. In connection with the same cyber fraud incident described above, on June 30, 2025 during the prior fiscal year the Company had wired \$1,375,000 to the same unrelated third party. Whereas the Company was able to successfully recover this amount in August of 2025, prior to the issuance of its June 30, 2025 financial statements, the amount was reported as an other receivable on the Company's balance sheet at June 30, 2025. The recovery of the \$1,375,000 in August of 2025 is reflected in the accompanying statement of cash flows for the six months ended December 31, 2025. #### **Note 12 – Subsequent events** The Company has evaluated the possibility of subsequent events affecting the financial statements through March 19, 2026, the date the financial statements were issued, and has determined that there are no other material events that would require disclosure in the financial statements. {17}------------------------------------------------ ## **Mediobanca Securities USA, LLC SCHEDULE I – Computation of Net Capital Under Rule 15c3-1 of the Securities and Exchange Commission December 31, 2025** | Net Capital: | | |--------------------------------------------------------------------------------------------------|-----------------| | Total member's equity | \$
5,076,487 | | Liabilities subordinated to claims creditors | - | | Total capital and allowable subordinated liabilities | 5,076,487 | | Deduct nonallowable assets | | | Due from Parent | 197,147 | | Accounts receivable | 35,753 | | Furniture, equipment, and leasehold improvement, net of accumulated depreciation of \$115,031 | 53,480 | | Deferred tax asset | 168,187 | | Prepaid income taxes | 61,234 | | Total nonallowable assets | 515,801 | | Net Capital before haircuts on securities positions | 4,560,686 | | Haircuts on securities owned | 146,513 | | Net Capital | \$
4,414,173 | | | | | Aggregate indebtedness: | | | Accounts payable and accrued expenses | \$
84,110 | | Accrued payroll and related benefits | 736,140 | | Due to Parent | 105,930 | | Excess of lease liability over operating lease right-of-use asset (\$310,827 minus \$271,814) | 39,013 | | Aggregate indebtedness: | \$
965,193 | | Computation of basic net capital requirement | | | Net capital requirement (greater of 6-2/3% of aggregate indebtedness or \$250,000 minimum dollar | | | net capital requirement) | \$
250,000 | | Excess net capital | \$
4,164,173 | | Net Capital less greater of 10% of aggregate indebtedness or 120% of minimum dollar requirement | \$
4,114,173 | | Percentage of aggregate indebtedness to Net Capital | 21.87% | There is no material difference between the above computation and the computation included in the Company's corresponding unaudited FOCUS Report as of December 31, 2025. *See Report of Independent Registered Public Accounting Firm.* {18}------------------------------------------------ ## **Mediobanca Securities USA, LLC SCHEDULE II – Computation for Determination of Reserve Requirements Under Rule 15c3-3 of the Securities and Exchange Commission December 31, 2025** The Company is exempt from Rule 15c3-3 of the Securities and Exchange Commission under paragraph (k)(2)(i) of the Rule. *See Report of Independent Registered Public Accounting Firm.* {19}------------------------------------------------ #### **Mediobanca Securities USA, LLC SCHEDULE III – Information Relating to Possession and Control Requirements Under Rule 15c3-3 of the Securities and Exchange Commission December 31, 2025** The Company does not carry securities accounts for customers or perform custodial functions relating to customer securities. The Company is exempt from Rule 15c3-3 of the Securities and Exchange Commission under paragraph (k)(2)(i) of the Rule. *See Report of Independent Registered Public Accounting Firm.* {20}------------------------------------------------ ![](_page_20_Picture_1.jpeg) ## Independent Auditor's Report on Internal Control Required by CFTC Regulation 1.16 To the Member and Board of Directors Mediobanca Securities USA, LLC In planning and performing our audit of the financial statements and supplemental schedules (collectively "the financial statements") of Mediobanca Securities USA, LLC (a limited liability company and whollyowned subsidiary of Mediobanca - Banca di Credito Finanziario S.p.A.) (the "Company") as of and for the period from July 1, 2025 to December 31, 2025, in accordance with the standards of the Public Company Accounting Oversight Board (United States) ("PCAOB"), we considered the Company's internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances for the purpose of expressing our opinion on the financial statements, but not for the purpose of expressing an opinion on the effectiveness of the Company's internal control over financial reporting. Accordingly, we do not express an opinion on the effectiveness of the Company's internal control over financial reporting. Also, as required by Regulation 1.16 of the Commodity Futures Trading Commission ("CFTC"), we have evaluated the practices and procedures followed by the Company, including consideration of control activities for safeguarding customer and firm assets. This included practices and procedures that we considered relevant to the objectives stated in Regulation 1.16 in making periodic computations of minimum financial requirements pursuant to Regulation 1.17. Because the Company is an introducing broker (as defined by CFTC Regulation 1.3), we did not evaluate the practices and procedures followed by the Company in making the following: - 1. The daily computations of the segregation requirements of Sections 4d(a)(2) and 4d(f)(2) of the Commodity Exchange Act and the regulations thereunder, and the segregation of funds based on such computations; - 2. The daily computations of the foreign futures and foreign options secured amount requirements pursuant to Regulation 30.7 of the CFTC. The management of the Company is responsible for establishing and maintaining internal control over financial reporting and the practices and procedures referred to in the preceding paragraph. Two of the objectives of internal control over financial reporting and the practices and procedures are to provide management with reasonable but not absolute assurance that assets for which the Company has responsibility are safeguarded against loss from unauthorized acquisition, use or disposition, and that transactions are being executed only in accordance with management's authorization and recorded as necessary to permit preparation of financial statement in conformity with U.S. generally accepted accounting principles Regulation 1.16(d)(2) lists additional objectives of the practices and procedures listed in the preceding paragraph. Because of inherent limitations in internal control over financial reporting and the practices and procedures referred to above, error or fraud may occur and not be detected. Also, projection of any evaluation of them to future periods is subject to the risk that they may become inadequate because of changes in conditions or that the effectiveness of their design and operation may deteriorate. {21}------------------------------------------------ ![](_page_21_Picture_0.jpeg) A deficiency in internal control over financial reporting exists when the design or operation of a control does not allow management or employees, in the normal course of performing their assigned functions, to prevent, or detect and correct, misstatements on a timely basis. A significant deficiency is a deficiency, or a combination of deficiencies, in internal control over financial reporting that is less severe than a material weakness, yet important enough to merit attention by those charged with governance. A material weakness is a deficiency, or a combination of deficiencies, in internal control over financial reporting, such that there is a reasonable possibility that a material misstatement of the Company's financial statements will not be prevented, or detected and corrected, on a timely basis. Our consideration of internal control over financial reporting was for the limited purpose described in the preceding paragraphs and was not designed to identify all deficiencies in internal control over financial reporting that might be material weaknesses and therefore, material weaknesses may exist that were not identified. We identified the following deficiency in control activities for safeguarding customer and firm assets that we consider to be a material weakness, and therefore a material inadequacy as of and during the period from July 1, 2025 to December 31, 2025, the Company identified an unauthorized payment totaling \$1,600,000 that occurred in July 2025 due to deficiencies in the implementation of certain controls designed to prevent the misappropriation of assets through unauthorized transactions. As of December 31, 2025, this amount has not yet been recovered. Management has WDNHQVWHSVWRUHPHGLDWHWKLV GHILFLHQF\ZLWKWKHLQWHQWWR prevent similar unauthorized transactions from occurring in the future. We understand that practices and procedures that accomplish the objectives referred to in the second paragraph of this report are considered by the CFTC to be adequate for their purposes in accordance with the Commodity Exchange Act and related regulations, and that practices and procedures that do not accomplish such objectives in all material respects indicate a material inadequacy for such purposes.%DVHGRQWKLVXQGHUVWDQGLQJDQGRQRXUVWXG\ZHEHOLHYHWKDWWKH&RPSDQ\¶VSUDFWLFHVDQG SURFHGXUHVDVGHVFULEHGLQWKHVHFRQGSDUDJUDSKRIWKLVUHSRUWH[FHSWIRUWKHPDWWHUGHVFULEHGDERYH WKDW ZH FRQVLGHU WR EH D PDWHULDO LQDGHTXDF\ ZHUH DGHTXDWH DW 'HFHPEHU WR PHHW WKH &)7&¶VREMHFWLYHV This communication is intended solely for the information and use of the Member, management, the CFTC, and other regulatory agencies that rely on Regulation 1.16 of the CFTC in their regulation of registered introducing brokers and is not intended to be, and should not be, used by anyone other than these specified parties. New York, New York March 19, 2026 Source: SEC EDGAR via Adviser Search (https://search.stillhousedata.com). Agents: see https://search.stillhousedata.com/llms.txt.