# TPEG SECURITIES, LLC X-17A-5 (2026-04-21) — Broker-dealer annual report - Company: TPEG SECURITIES, LLC - Form: X-17A-5 - Filed: 2026-04-21 - Period: 2025-12-31 - Accession: 0001428556-26-000004 - CIK: 1428556 - File #: 8-67843 - Type: Broker-dealer - Material weakness: No - Auditor: Phillip V. George, PLLC - Auditor location: Celeste, TX - Contact: Lauren Trousdale - Phone: 6155136290 - Email: ltrousdale@pattentraining.com - Website: pattentraining.com - Signed by: Daniel S. Meader (Managing Member) Original filing: https://www.sec.gov/Archives/edgar/data/1428556/000142855626000004/tpegannualaudit25public.pdf --- {0}------------------------------------------------ # **UNITED STATES SECURITIES AND EXCHANGE COMMISSION** 0MB Number: 3235-0123 Expires: Nov. 30, 2026 Estimated average burden hours per response: 12 ## **Washington, D.C. 20549** # **ANNUAL REPORTS FORM X-17A-5 PART** Ill | SEC FILE NUMBER | |-----------------| | 8-67843 | 0MB APPROVAL **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 **01/01/2025** MM/00/YY AND ENDING **12/31/2025** MM/00/YY # **A. REGISTRANT IDENTIFICATION** # NAME oF FIRM : TPEG Securities, LLC TYPE OF REG ISTRANT {check all applicable boxes): ~ Broker-dealer □ Security-based swap dealer D Check here if respondent is also an OTC derivatives dealer □ Major security-based swap participant ADDRESS OF PRINCIPAL PLACE OF BUSINESS: {Do not use a P.O. box no.) # 2102 E State Hwy 114, Suite 300 | | (No. and Street) | | | | |------------------------------------------------|---------------------------------------------------------------------------|-----------------|-------------------------------|--| | Southlake | TX | | 76092 | | | (City) | (State) | | (Zip Code) | | | PERSON TO CONTACT WITH REGARD TO THIS FI LI NG | | | | | | Lauren Trousdale | 615-513-6290 | | ltrousdale@pattentraining.com | | | (Name) | (Area Code - Telephone Number) | (Email Address) | | | | | B. ACCOUNTANT IDENTIFICATION | | | | | Phillip V. George, PLLC | INDEPENDENT PUBLIC ACCOUNTANT whose reports are contained in this filing* | | | | | | (Name - if individual, state last, first, and middle name) | | | | | 5179 CR 1026 | Celeste | TX | 75423 | | | (Address) | (City) | (State) | (Zip Code) | | | 02/24/2009 | | 3366 | | | **r •• of Reg;s,,adon with PCAOB)l;f applb ble) FOR OFFICIAL USE ONLY** \* Claims for exemption from the requirement t hat t he 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 t he exemption . See 17 CFR 240.17a-S(e)(l )(ii), if applica ble. **Persons who are to respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid 0MB control number.** {1}------------------------------------------------ #### OATH OR AFFIRMATION | I, _o_a_nie_1_s_. M_e_a_d_er _______________ | | __, swear (or affirm) that, to the best of my knowledge and belief, the | | |-----------------------------------------------------------------|-------------------------|-----------------------------------------------------------------------------------|--| | financial report pertaining to the firm of TPEG Securities, LLC | | as of | | | _1_2_/3_1 | 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. | Signature:~ | | |-------------|--| | | | | Title: | | |-----------------|--| | Managing Member | | #### **This filing\*\* contains (check all applicable boxes):** - Iii (a) Statement offinancial condition. - Iii (b) Notes to consolidated statement of financial condition. - □ (c) Statement of income (loss) or, if there is other comprehensive income in the period(s) presented, a statement of comprehensive income (as defined in§ 210.1-02 of Regulation S-X). - □ (d) Statement of cash flows. - □ (e) Statement of changes in stockholders' or partners' or sole proprietor's equity. - □ (f) Statement of changes in liabilities subordinated to claims of creditors. - □ (g) Notes to consolidated financial statements. - □ (h) Computation of net capital under 17 CFR 240.15c3-1 or 17 CFR 240.18a-1, as applicable. - D (i) Computation of tangible net worth under 17 CFR 240.18a-2. - □ (j) Computation for determination of customer reserve requirements pursuant to Exhibit A to 17 CFR 240.15c3-3. - □ (k) Computation for determination of security-based swap reserve requirements pursuant to Exhibit B to 17 CFR 240.15c3-3 or Exhibit A to 17 CFR 240.18a-4, as applicable. - □ (I) Computation for Determination of PAB Requirements under Exhibit A to§ 240.15c3-3. - □ (m) Information relating to possession or control requirements for customers under 17 CFR 240.15c3-3. - 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. - □ (o) Reconciliations, including appropriate explanations, of the FOCUS Report with computation of net capital or tangible net worth under 17 CFR 240.15c3-1, 17 CFR 240.18a-1, or 17 CFR 240.18a-2, as applicable, and the reserve requirements under 17 CFR 240.15c3-3 or 17 CFR 240.18a-4, as applicable, if material differences exist, or a statement that no material differences exist. - □ (p) Summary of financial data for subsidiaries not consolidated in the statement of financial condition. - Iii (q) Oath or affirmation in accordance with 17 CFR 240.17a-5, 17 CFR 240.17a-12, or 17 CFR 240.18a-7, as applicable. - □ (r) Compliance report in accordance with 17 CFR 240.17a-5 or 17 CFR 240.18a-7, as applicable. - 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-5, 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-5 or 17 CFR 240.18a-7, as applicable. - □ (w) Independent public accountant's report based on a review of the exemption report under 17 CFR 240.17a-5 or 17 CFR 240.18a-7, as applicable. - □ (x) Supplemental reports on applying agreed-upon procedures, in accordance with 17 CFR 240.15c3-1e or 17 CFR 240.17a-12, as applicable. - 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). □ (z) other: \_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_ \_ - - \*\*To request confidential treatment of certain portions of this filing, see 17 CFR 240.17a-5{e){3} or 17 CFR 240.18a-7{d}{2}, as applicable. {2}------------------------------------------------ # **TPEG Securities, LLC** Statement of Financial Condition December 31, 2025 {3}------------------------------------------------ ## **TABLE OF CONTENTS** | Report of Independent Registered Public Accounting Firm 1 | | |------------------------------------------------------------|--| | Financial Statement . | | | Statement of Financial Condition 2 | | | Notes to Financial Statement 3 | | {4}------------------------------------------------ # **PHILLIP V. GEORGE, PLLC** CERTIFIED PUBLIC ACCOUNTANT #### **REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM** #### Members TPEG Securities, LLC #### **Opinion on the Financial Statement** We have audited the accompanying statement of financial condition of TPEG Securities, LLC as of December 31, 2025, and the related notes (collectively referred to as the financial statement). In our opinion, the statement of financial condition presents fairly, in all material respects, the financial position of TPEG Securities, LLC as of December 31, 2025 in conformity with accounting principles generally accepted in the United States of America. #### **Basis for Opinion** This financial statement is the responsibility of TPEG Securities, LLC's management. Our responsibility is to express an opinion on TPEG Securities, LLC's financial statement based on our audit. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to TPEG 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 statement is free of material misstatement, whether due to error or fraud. Our audit included performing procedures to assess the risks of material misstatement of the financial statement, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audit also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audit provides a reasonable basis for our opinion. ~ *l/./2.\_pu,u* PHILLIP V. GEORGE, PLLC We have served as TPEG Securities, LLC's auditor since 2025 . Celeste, Texas April 16, 2026 ![](_page_4_Picture_12.jpeg) {5}------------------------------------------------ ## **TPEG Securities, LLC Statement of Financial Condition As of December 31, 2025** #### **ASSETS** | Assets | | | |---------------------|---------------|--| | Cash | \$
366,571 | | | Accounts receivable | 12,500 | | **Total Assets** \$ **379,071** #### **LIABILITIES AND MEMBERS' EQUITY** | Liabilities
Accounts payable and accrued expenses | \$ | 68,908 | | |------------------------------------------------------|----|--------|---------------| | Total liabilities | | | \$
68,908 | | Members' Equity | | | \$
310,163 | | Total Liabilities and Members' Equity | | | \$
379,071 | The accompanying notes are an integral part of this financial statement. {6}------------------------------------------------ #### **Note 1. Description of Business** TPEG Securities, LLC (the "Company") is a limited liability company organized in the State of Texas in October 2007. The Company is registered as a broker-dealer with the Securities and Exchange Commission ("SEC") and is a member of the Financial Industry Regulatory Authority ("FINRA") and Securities Investor Protection Corporation ("SIPC"). The Company's operations consist primarily of the distribution of securities in private placement offerings on a best-efforts basis acting as the managing broker-dealer and/or selling group member. The Company's customers are primarily individuals located throughout the United States. The Company is considered a Non-Covered Firm exempt from 17 C.F.R. § 240.15c3-3 relying on Footnote 74 of the SEC Release No. 34-70073 adopting amendments to 17 C.F.R. §240.l 7a-5. The Company limits its business activities exclusively to private placements of securities and merger and acquisition transactions. ## **Note 2. Summary of Significant Accounting Policies** ### Use of Estimates The presentation of the financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. #### Segment Reporting The Company is engaged in a single line of business as a securities broker-dealer, which consists primarily of the distribution of securities in private placement offerings on a bestefforts basis acting as the managing broker-dealer and/or selling group member. The Company has identified its President 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, which is not a measure of profit and loss, to make operational decisions while maintaining capital adequacy, such as whether to reinvest profits or pay distributions. The 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. Segment financial information is identical to that presented in the accompanying financial statements. {7}------------------------------------------------ ## **Note 2. Summary of Significant Accounting Policies, continued** #### Accounts Receivable Accounts receivable consists primarily of amounts due from issuers for private placement commissions. Receivables are generally unsecured, short-term in nature, and are stated at the amounts management expects to collect. #### Current Expected Credit Losses The Company accounts for estimated credit losses on financial assets measured at an amortized cost basis and certain off-balance sheet credit exposures in accordance with FASB ASC 326-20, Financial Instruments- Credit Losses. FASB ASC 326-20 requires the Company to estimate expected credit losses over the life of its financial assets and certain off-balance sheet exposures as of the reporting date based on relevant information about past events, current conditions, and reasonable and supportable forecasts. The Company records the estimate of expected credit losses as an allowance for credit losses. For financial assets measured at an amortized cost basis the allowance for credit losses is reported as a valuation account on the balance sheet that adjusts the asset's amortized cost basis. Changes in the allowance for credit losses are reported in Credit Loss expense. During the year, the Company recorded a provision for credit losses of \$466,227 related to specific receivable balances identified as uncollectible. As of December 31, 2025, remaining receivables primarily relate to recent transactions for which collection is expected; therefore, no material allowance for credit losses was deemed necessary at year-end. #### Revenue Recognition #### *Significant Judgments* Revenue from contracts includes private placement commissions. The recognition and measurement of revenue is based on the assessment of individual contract terms. Significant judgment is required to determine whether the performance obligations are satisfied at a point in time or over time; how to allocate transaction prices where multiple performance obligations are identified; when to recognize revenue based on the appropriate measure of the Company's progress under the contract; and whether constraints on variable consideration should be applied due to uncertain future events. {8}------------------------------------------------ ## **Note 2. Summary of Significant Accounting Policies, continued** ## *Private Placement Commissions* The Company participates in the distribution of securities in private placement offerings on a best-efforts basis. The Company earns commissions that are generally calculated as a percentage of the gross proceeds raised. In certain offerings, the Company's commission percentage may vary based on the specific terms of the arrangement and final capital raised, and may differ from standard fee arrangements. As such, the transaction price includes variable consideration, which is not recognized until it is probable that a significant reversal will not occur. The Company recognizes revenue upon the closing of the offering when the final transaction fee is determinable based on actual subscription proceeds. No revenue is recognized prior to the closing of the offering, as the Company's entitlement to commissions is contingent upon the successful completion of the transaction. #### Income Taxes The Company is organized as a limited liability company and is treated as a partnership for federal income tax purposes. Consequently, federal income taxes are not payable by, or provided for, the Company. Members are taxed individually on their share of the Company's earnings. The Company's net income or loss is allocated among the members in accordance with their ownership interest in the Company. The Company is subject to state income taxes. ## **Note 3. Related Party Transactions** The Company operates under common ownership with certain affiliated entities, including investment sponsors and a registered investment advisor (collectively, the "Affiliates"), which are controlled by the Company's members. These Affiliates sponsor, manage, and/or advise private investment funds and other investment vehicles (the "Funds"). The Company acts as a placement agent in connection with the offering of interests in these Funds and earns commissions and other transaction-based compensation upon the successful placement of investor subscriptions. Substantially all offerings distributed by the Company are sponsored or managed by Affiliates. Due to the common ownership and control, these transactions may not be conducted on terms equivalent to those that would prevail in arm'slength transactions. The Company has an expense sharing agreement with a related party company effective January 1, 2023 for a term ending December 31, 2030. The expense sharing agreement calls for monthly payments totaling \$6,500. Total amount incurred during the year ended December 31, 2025 was \$78,000, of which \$12,000 is included in commissions and support staff, \$54,000 is included in occupancy and equipment, and \$12,000 is included in technology and communication in the accompanying statement of operations. {9}------------------------------------------------ ## **Note 3. Related Party Transactions, continued** For each deal that closes, the Company pays a transaction fee on the total equity raised to this related party. The fee is determined on a deal-by-deal basis and may vary depending on factors such as the size and complexity of the transaction, the level of involvement and services provided by the related party, and overall economics of the offering. The transaction fee is subject to a maximum of 10% of gross proceeds raised. Management evaluates the reasonableness of such fees for each transaction and believes the amounts are consistent with the services performed. The transaction fee totaled \$2,273,125 for the year ended December 31, 2025. Commissions are paid to the members of the Company based on the total funds they secure for each deal. For the year ended December 31, 2025, the total commissions earned by members totaled \$1,024,568, which is included in commissions and support staff in the accompanying statement of operations. ## **Note 4. Net Capital Requirements** The Company is subject to the SEC Uniform Net Capital Rule (Rule 15c3-l), which requires the maintenance of a minimum amount of 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 \$297,663 which was \$292,663 in excess of its required net capital of \$5,000. The Company's ratio of aggregate indebtedness to net capital was .2315 to 1. As discussed in Notes 7 and 8, FINRA communicated a differing interpretation of the Settlement Agreement subsequent to year end. Under this interpretation, the Company's net capital would have been reduced; however, the Company would have remained in compliance with the minimum net capital requirements under SEA Rule 15c3-1 as of December 31, 2025. Management does not believe this interpretation is appropriate under the applicable rules. ## **Note 5. Concentration of Credit Risk** At various times during the year the Company maintains cash balances in excess of federally insured amounts. Cash balances fluctuate on a daily basis. At December 31, 2025, there was \$116,571 of uninsured cash. {10}------------------------------------------------ ## **Note 6. Contingencies** The Company's business subjects it to various claims, regulatory examinations, and other proceedings in the ordinary course of business. The Company had one open arbitration claim filed against it at December 31, 2025. The nature of the claim is related to the Company's activities in the securities industry. The Company accrues loss contingency provisions and takes a charge to income when losses are probable and reasonably estimable. The Company has accrued \$10,000 for loss contingencies at December 31, 2025, which is included in accounts payable and accrued expenses in the accompanying statement of financial condition. The claim seeks damages in excess of the amount accrued; however, management believes the recorded amount represents a reasonable estimate of potential loss and related costs. ## **Note 7. Settlement Agreement** On October 1, 2024, the Company, together with certain affiliated entities and a member of the Company, entered into a Compromise, Settlement, Release and Indemnity Agreement (the "Settlement Agreement") with a customer in connection with the customer's investments in certain affiliated investment entities. Pursuant to the Settlement Agreement, the parties collectively agreed to ensure that the customer receives aggregate payments totaling \$448,547 through December 31, 2027. The settlement payments arise from the member's repurchase of the customer's interests in the affiliated entities. As of December 31, 2025, the member has made payments totaling \$206,679 under the Settlement Agreement, leaving \$241,868 remaining to be paid in accordance with the contractual payment schedule. Consistent with the structure of the arrangement and historical practice in similar settlements, such payments are expected to be funded by the member or affiliated entities and are not expected to be funded by the Company. The Company does not receive any economic benefit from the repurchase of the customer's interests and is not the primary obligor with respect to the settlement payments. Based on its evaluation of the contractual terms and the economic substance of the arrangement, management has concluded that the Company does not have a present obligation to fund the settlement payments. Although the Company is a named party to the Settlement Agreement, management has further concluded that the arrangement does not represent a guarantee within the scope of ASC 460, as the Company does not have a substantive obligation to stand ready to perform. In addition, management has determined that the likelihood of the Company being required to fund any portion of the remaining settlement payments is remote. Accordingly, no liability has been recorded in the accompanying financial statements. {11}------------------------------------------------ #### **Note 7. Settlement Agreement, continued** As discussed in Note 8, subsequent to year end, FINRA communicated a differing interpretation of the Settlement Agreement. Management has considered this regulatory interpretation and continues to conclude that the Company does not have a present obligation under the terms of the arrangement. #### **Note 8. Subsequent Events** The Company has performed an evaluation of events that have occurred subsequent to December 31, 2025, and through April 16, 2026, the date the financial statements were available for issuance. In January 2026, a 25% equity ownership interest in the Company was assigned to a third party pursuant to a legal settlement. In accordance with the Company's operating agreement, the Company subsequently exercised its option to repurchase this interest on January 13, 2026 for an estimated fair value of \$0. As a result, there was no change in the Company's ultimate ownership structure, capital accounts, operations, net capital, or financial position. In connection with this transaction, the Company has been informed by the Financial Industry Regulatory Authority that it is required to submit a Continuing Membership Application ("CM.N'). The Company is in the process of preparing and submitting the CMA for regulatory review. At this time, the Company is unable to determine the outcome of this process or whether it will have any impact on the Company's operations or regulatory requirements. No adjustments have been made to the accompanying financial statements related to these matters. In January 2026, the Company entered into a settlement with FINRA related to a regulatory matter and agreed to pay a fine of \$175,000. The matter relates to activities occurring prior to year-end; however, the settlement was finalized in January 2026, at which time the obligation became fixed and legally enforceable. As of December 31, 2025, the matter remained unresolved and the Company had not entered into a settlement agreement. Management evaluated the matter in accordance with ASC 450 and concluded that a loss was not both probable and reasonably estimable at that date. Accordingly, no liability for this matter has been recorded in the accompanying financial statements. {12}------------------------------------------------ #### **Note 8. Subsequent Events, continued** The Company did not maintain the minimum net capital required under Rule 15c3-1 of the Securities Exchange Act of 1934 for the period from February 20, 2026 through March 16, 2026. The Company provided notice of this deficiency to the SEC and other regulatory authorities on March 16, 2026, as required by Rule 17a-11. The net capital deficiency was remedied on March 16, 2026, through a capital contribution of \$40,000 from the Company's members. As a result, the Company was in compliance with the applicable net capital requirements as of that date. In March 2026, the Company was informed by FINRA that, based on its interpretation of the Settlement Agreement, the Company may have been in a net capital deficiency under Rule 15c3-1 of the Securities Exchange Act of 1934 for the period from October 31, 2024 through March 19, 2026. As a result, the Company submitted a notice of net capital deficiency to the SEC and other regulatory authorities on March 20, 2026, as required by Rule 17a-11. The Company does not agree with FINRA's interpretation and does not believe that the Settlement Agreement gives rise to an obligation of the Company or that it was in a net capital deficiency during the period presented. Accordingly, no liability has been recorded in the accompanying financial statements related to this matter. Notwithstanding its position, the Company's members made capital contributions totaling \$220,000 during March 2026 to ensure ongoing compliance with applicable net capital requirements. As of March 19, 2026, the Company was in compliance with the net capital requirements. The Company intends to continue discussions with FINRA regarding this matter. In March 2026, the Settlement Agreement was amended to remove the Company as a party to the arrangement. As a result, the Company no longer has any involvement in or potential obligation related to the remaining settlement payments. This amendment is consistent with management's prior conclusion that the Company did not have a present obligation under the terms of the arrangement. No adjustments have been made to the accompanying financial statements as a result of this amendment. Source: SEC EDGAR via Adviser Search (https://search.stillhousedata.com). Agents: see https://search.stillhousedata.com/llms.txt.