# QUESTRADE USA INC. X-17A-5 (2026-02-24) — Broker-dealer annual report - Company: QUESTRADE USA INC. - Form: X-17A-5 - Filed: 2026-02-24 - Period: 2025-12-31 - Accession: 0001435251-26-000003 - CIK: 1435251 - File #: 8-67899 - Type: Broker-dealer - Material weakness: No - Auditor: KPMG LLP - Auditor location: Toronto, A6 - Contact: Neal Hsieh - Phone: 416-227-7646 X 5983 - Email: nhsieh@questrade.com - Website: questrade.com - Signed by: Edward Kholodenko (President and CEO) Original filing: https://www.sec.gov/Archives/edgar/data/1435251/000143525126000003/qtaudit.pdf --- {0}------------------------------------------------ **UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549** > **ANNUAL REPORTS FORM X-17A-5 PART Ill** 0 MB APPROVAL 0MB Number: 3235-0123 Expires: Nov. 30, 2026 Estimated average burden hours per response: 12 SEC FILE NUM BER | | 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 O 1/01/2025 | | AND ENDING 12/3 | 1 /
2 0
2 5 | | | MM/DD/YY | | MM/DD/YY | | | A. REGISTRANT IDENTIFICATION | | | | NAME oF FIRM : Questrade USA, Inc. | | | | | TYPE OF REG ISTRANT {check all applicable boxes):
C!J Broker-dealer
□ Check here if respondent is also an OTC derivatives dealer | □ Security-based swap dealer | | □ Major security-based swap participant | | ADDRESS OF PRINCIPAL PLACE OF BUSINESS: {Do not use a P.O. box no.) | | | | | 5700 Yonge St. Suite 1900 | | | | | | (No. and Street ) | | | | North York | ON | | M2M 4K2 | | (City) | (Stat e) | | (Zip Code) | | PERSON TO CONTACT WITH REGARD TO THIS FILING | | | | | Neal Hsieh | 416-227-7646 X 5983 | | nhsieh@questrade.com | | (Name) | (Area Code - Telephone Number)
(Email Address) | | | | | B. ACCOUNTANT IDENTIFICATION | | | | INDEPENDENT PUBLIC ACCOUNTANT whose reports are contained in this f
KPMG LLP | | iling* | | | | (Name - if individual, state last, first, and middle name) | | | | 333 Bay St. Suite 4600 | Toronto | ON | M5H 2S5 | | (Address) | (City) | (State) | (Zip Code) | | | | 85 | | | | | | | | | FOR OFFICIAL USE ONLY | | | | * Claims for exemption from the requ | ireme nt that t he annua l reports be covered by the reports of an independent public | | | accou ntant must be supported by a statement of facts and circu mstances relied on as t he basis of t he exempt ion. See 17 CFR 240.17a-S(e)(l )(ii), if applicable. **Persons who are to respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid 0MB control number.** {1}------------------------------------------------ #### OATH OR AFFIRMATION | I, Edward Kholodenko | | swear (or affirm) that, to the best of my knowledge and belief, the | | |----------------------------------------------------------------|----|-----------------------------------------------------------------------------------|-------| | financial report pertaining to the firm of Ouestrade USA, Inc. | | | 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. | Signature: | | |-------------------|--| | Title: | | | President and CEO | | #### **This filing\*\* contains (check all applicable boxes):** - **iii** (a) Statement of financial condition. - iii (b) Notes to consolidated statement of financial condit ion. - **iii** (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 Regu lation S-X). - **iii** (d) Statement of cash flows. - **iii** (e) Statement of changes in stockholders' or partners' or sole proprietor's equity. - **iii** (f) Statement of changes in liabilities subordinated to claims of cred itors. - **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 appl icable. - □ (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 Exh ibit 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. - □ (n) Information relating to possession or control requ irements for security-based swap customers under 17 CFR 240.15c3-3(p)(2) or 17 CFR 240.18a-4, as applicable. - **iii** (o) Reconciliations, including appropriate explanations, of the FOCUS Report with computation of net capita l 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 requ irements under 17 CFR 240.15c3-3 or 17 CFR 240.18a-4, as appl icable, 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 appl icable. - **iii** (s) Exemption report in accordance with 17 CFR 240.17a-5 or 17 CFR 240.18a-7, as applicable. - □ (t) Independent public accountant's report based on an examination of the statement of financial cond it ion. - **iii** (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 appl icable. - □ (v) Independent public accountant's report based on an examination of certain statements in the compl iance report under 17 CFR 240.17a-5 or 17 CFR 240.18a-7, as applicable. - **iii** (w) Independent publ ic 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. - □ (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}------------------------------------------------ Financial Statements and Supplementary Information (Expressed in U.S. dollars) ### **QUESTRADE USA, INC.** (A WHOLLY-OWNED SUBSIDIARY OF QUESTRADE FINANCIAL GROUP INC.) Year ended December 31 , 2025 (With Report of Independent Registered Public Accounting Firm therein) {3}------------------------------------------------ (A WHOLLY-OWNED SUBSIDIARY OF QUESTRADE FINANCIAL GROUP INC.) Table of Contents | | | Page | |---|----------------------------------------------------------------------------------------------------------------------------------------|------| | • | Report of Independent Registered Public Accounting Firm | | | • | Financial Statements of Questrade USA, Inc. | | | | •
Statement of Financial Condition | | | | •
Statement of Income | 2 | | | •
Statement of Changes in Stockholder Equity | 3 | | | •
Statement of Cash Flows | 4 | | | •
Notes to Financial Statements | 5-9 | | • | Schedule I - Computation of Net Capital Pursuant to Rule 15c3-1 of
the Securities and Exchange Commission | 10 | | • | Schedule II - Computation of Determination of Reserve Requirement
Pursuant to Rule 15c3-3 of the Securities and Exchange Commission | 11 | {4}------------------------------------------------ ![](_page_4_Picture_0.jpeg) KPMG LLP Bay Adelaide Centre 333 Bay Street, Suite 4600 Toronto, ON M5H 2S5 Canada Tel 416-777-8500 Fax 416-777-8818 www.kpmg.ca ### **REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM** To the Stockholder and the Board of Directors of Questrade USA, Inc. ### **Opinion on the Financial Statement** We have audited the accompanying statement of financial condition of Questrade USA, Inc. (the Company) as of December 31 , 2025, the related statements of income, changes in stockholder equity, changes in liabilities subordinated to claims of general creditors, and cash flows for the year then ended, and the related notes (collectively, the financial statements). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of December 31 , 2025, and the results of its operations and its cash flows for the year then ended in conformity with U.S. generally accepted accounting principles. ### **Basis for Opinion** These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on these 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. {5}------------------------------------------------ ![](_page_5_Picture_0.jpeg) ### **Accompanying Supplemental Information** The supplemental information contained in Schedules I and II 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 and 17 C.F.R. § 1.10. In our opinion, the supplemental information contained in Schedules I and II 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 2013. Chartered Professional Accountants, Licensed Public Accountants Toronto, Canada February **20, 2026** {6}------------------------------------------------ (A WHOLLY-OWNED SUBSIDIARY OF QUESTRADE FINANCIAL GROUP INC.) Statement of Financial Condition (Expressed in U.S. dollars) December 31 , 2025 ### **Assets** | Current assets: | | |-----------------------------|---------------| | Cash | \$
167,566 | | Due from affiliate (note 3) | 9,420 | | Prepaid expenses | 3,022 | | Total assets | \$
180,008 | ### **Liabilities and Stockholder Equity** | Current liabilities: | | |------------------------------------------|---------------| | Accounts payable and accrued liabilities | \$
44,414 | | Income taxes payable | 491 | | Total liabilities | 44,905 | | | | | Stockholder equity: | | | Common shares (note 4) | 100,195 | | Additional paid-in capital | 2,184 | | Retained earnings | 32,724 | | Total stockholder equity | 135,103 | | | | | Total liabilities and stockholder equity | \$
180,008 | See accompanying notes to financial statements. r~:=,~-- .... \_ 8,f-,77'Hf S>c,[fH,[±,;[3~•8l+H~9-,,,-\_\_\_\_\_\_\_\_\_ Di rector -----+-~---,~-~-~----- Director ~ DocuSigned by: D58306D07E~ {7}------------------------------------------------ (A WHOLLY-OWNED SUBSIDIARY OF QUESTRADE FINANCIAL GROUP INC.) Statement of Income (Expressed in U.S. dollars) Year ended December 31 , 2025 | Revenue: | | |-------------------------------------|-------------| | Service fees (note 3) | \$ 108,614 | | Interest | 397 | | Foreign currency translation gains | 8,985 | | Total revenue | 117,996 | | Expenses: | | | Professional fees | 64,918 | | Office and sundry expenses (note 3) | 45,519 | | Insurance | 1,109 | | Bank charges | 4,639 | | | 116,185 | | Income before income taxes | 1,811 | | Income tax expense (note 5) | 491 | | Net income | \$
1,320 | See accompanying notes to financial statements. {8}------------------------------------------------ (A WHOLLY-OWNED SUBSIDIARY OF QUESTRADE FINANCIAL GROUP INC.) Statement of Changes in Stockholder Equity (Expressed in U.S. dollars) Year ended December 31 , 2025 | | Common
shares | Additional
paid-in
capital | Retained
earnings | Total | |----------------------------|------------------|----------------------------------|----------------------|------------| | | | | | | | Balance, January 1, 2025 | \$ 137,009 | \$2,184 | \$31,404 | \$ 170,597 | | Net income | | | 1,320 | 1,320 | | Return of capital | (36,814) | | | (36,814) | | Balance, December 31, 2025 | \$ 100,195 | \$
2,184 | \$ 32,724 | \$ 135,103 | See accompanying notes to financial statements. {9}------------------------------------------------ (A WHOLLY-OWNED SUBSIDIARY OF QUESTRADE FINANCIAL GROUP INC.) Statement of Cash Flows (Expressed in U.S. dollars) Year ended December 31 , 2025 | Cash flows provided in operating activities:
Net income
Adjustment to reconcile net income to net cash
provided by operating activities: | \$
1,320 | |---------------------------------------------------------------------------------------------------------------------------------------------------|-------------| | Foreign exchange | (8,985) | | Change in operating assets and liabilities: | | | Due from affiliate | (12,750) | | Prepaid expenses | (547) | | Accounts payable and accrued liabilities | 13,192 | | Income taxes payable | (14) | | Net cash used in operating activities | (7,784) | | Cash flows used in financing activities: | | | Return of capital | (36,814) | | Effect of foreign exchange on cash balances | 8,985 | | Cash, beginning of the year | 203,179 | | Net decrease in cash for the year | (35,613) | | Cash, end of year | \$ 167,566 | See accompanying notes to financial statements. {10}------------------------------------------------ (A WHOLLY-OWNED SUBSIDIARY OF QUESTRADE FINANCIAL GROUP INC.) Notes to Financial Statements (Expressed in U.S. dollars) Year ended December 31 , 2025 Questrade USA, Inc. (the "Company") was incorporated on September 26, 2007, under the Business Corporations Act of Ontario and commenced operations on January 31 , 2009, as a licensed member of the Financial Industry Regulatory Authority, Inc. ("FINRA"). The Company is registered with the United States Securities and Exchange Commission (the "SEC") as a broker-dealer and is a wholly-owned subsidiary of Questrade Financial Group Inc. (the "Parent"). Currently, the Company does not carry securities accounts for customers or perform custodial actions for customers' securities and is exempt from SEC Rule 1 ?a-13 pursuant to SEC Rule 15c3-3(k)(2)(ii). #### **1. Significant accounting policies:** (a) Basis of presentation: These financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America ("GAAP") and were applied consistently throughout the year. (b) Income taxes: The Company follows the asset and liability method of accounting for corporate income taxes. Under this method, deferred tax assets and liabilities represent the amount of tax applicable to temporary differences between the carrying amounts of the assets and liabilities and their values for tax purposes. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. Changes in deferred income taxes related to a change in tax rates are recognized in income in the year of the tax rate change. (c) Revenue recognition: The Company earns service fees and interest income. The Company recognizes service fees by enabling Questrade, Inc. **("QI"),** a commonly controlled company, to utilize the company's market participant ID, as outlined in the Service Agreement, dated January 1, 2011. The Company has determined that this performance obligation is satisfied over time because **QI** simultaneously receives and consumes the benefits as the Company provides use of its market participant ID. Consequently, revenue is recognized ratably over the period the services are rendered. {11}------------------------------------------------ (A WHOLLY-OWNED SUBSIDIARY OF QUESTRADE FINANCIAL GROUP INC.) Notes to Financial Statements (continued) (Expressed in U.S. dollars) Year ended December 31 , 2025 #### (d) Foreign currency translation: Portions of the Company's transactions are denominated in foreign currencies. Assets and liabilities are translated into U.S. dollars at the exchange rate in effect at the statement of financial condition date. Revenue and expenses are translated at the exchange rate prevailing on the date of the related transactions. Gains (losses) as a result of foreign currency translations are recorded in net income in the statement of income. (e) Use of estimates: The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions in determining 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 revenue and expenses during the year. Actual results could differ from those estimates. (f) Adoption of new accounting standards: In December 2023, the FASS issued ASU 2023-09, "Improvements to Income Tax Disclosures." The ASU requires enhanced income tax disclosures primarily related to the rate reconciliation and income taxes paid information. The Company adopted ASU 2023-09 effective January 1, 2025. The adoption of this standard did not have a material impact on the Company's financial position or results of operations; however, it resulted in additional disclosures regarding income taxes paid in Note 5. In November 2023, the FASS issued ASU 2023-07, Segment Reporting (Topic 280). This standard requires public entities, including those with a single reportable segment, to disclose significant segment expenses regularly provided to the Chief Operating Decision Maker ("CODM"). The guidance clarifies that single-segment entities may reference the primary financial statements for overlapping disclosures. The Company adopted this guidance effective for the year ended December 31 , 2025. The adoption of this guidance did not have a material impact on the Company's financial condition or results of operations. Refer to Note 10 - Segment Reporting for further detail. {12}------------------------------------------------ (A WHOLLY-OWNED SUBSIDIARY OF QUESTRADE FINANCIAL GROUP INC.) Notes to Financial Statements (continued) (Expressed in U.S. dollars) Year ended December 31 , 2025 #### **2. Financial instruments:** (a) Credit risk: Credit risk is the risk that counterparties to transactions do not fulfill their obligations. The Company manages its counterparty credit risk by dealing with counterparties of high credit quality and by managing individual counterparty exposure. During the year, the Company's most significant counterparty concentration comprised of cash on deposit at reputable North American financial institutions and receivables from QI , a commonly controlled company. (b) Fair values of financial instruments: The fair values of financial instruments approximate their carrying amounts due to the imminent or short-term maturity of these financial instruments. (c) Foreign currency risk: Foreign currency risk arises from the possibility that changes in the price of foreign currencies will result in losses. The Company is exposed to foreign currency risk in that certain of its financial instruments at the statement of financial condition date are denominated in Canadian dollars ("CAD"). As such, when they are ultimately settled, the number of U.S. dollars received may differ from the carrying amount. Based on the Company's exposure to CAD as at December 31 , 2025, the Company would have a foreign currency gain/loss of \$7,530 if USO decreased/increased by 5% in value against CAD. (d) Liquidity risk: Liquidity risk is the risk that the Company cannot meet a demand for cash or fund its obligations as they become due. The Company's management is responsible for reviewing liquidity resources to ensure funds are readily available to meet its financial obligations as they become due, as well as ensuring adequate funds exist to support business strategies and operational growth. As at December 31 , 2025, the Company has sufficient cash to meet its financial obligations. {13}------------------------------------------------ (A WHOLLY-OWNED SUBSIDIARY OF QUESTRADE FINANCIAL GROUP INC.) Notes to Financial Statements (continued) (Expressed in U.S. dollars) Year ended December 31 , 2025 #### **3. Related party transactions:** On August 31 , 2011, the Company and QI (the "Parties") entered into an Expense Sharing Agreement (the "Agreement"). In accordance with the Agreement, charges and payments for the shared expenses in each fiscal year are based on an amount equal to the agreed upon rates as defined. On December 31 , 2025, the Parties executed Amendment No. 1 to the Agreement (the "Amendment") to revise the cost allocation terms and the services and expenses covered. The terms of the Amendment were applied retroactively to January 1, 2025. Consequently, the allocation of shared expenses is calculated using a formula based on historical hours attributable to work performed for the Company relative to total available hours. For the year, the total amount of shared expenses charged to the Company by QI totaled \$31,496 and is included under office and sundry in the statement of income. On January 1, 2011 , the Company and QI entered into a service agreement to maintain FINRA registration in good standing. For the year, the Company provided QI with this service in the amount of \$108,614, of which \$9,420 remained receivable as at December 31 , 2025. ### **4. Common shares:** The Company has an unlimited number of authorized common shares , of which 1,370,090 are issued and outstanding. #### **5. Income taxes:** The Company is a Canadian corporation subject to Canadian income taxes. There is no material difference between the amount of the provision for income taxes and the amount computed by multiplying income before taxes by the statutory Canadian tax rate of 26.5%. For the year ended December 31, 2025, the Company paid income taxes of \$484 to Canadian tax authorities. #### **6. Economic dependence:** For the year ended December 31 , 2025, 92% of revenue was earned from QI , a related entity. {14}------------------------------------------------ (A WHOLLY-OWNED SUBSIDIARY OF QUESTRADE FINANCIAL GROUP INC.) Notes to Financial Statements (continued) (Expressed in U.S. dollars) Year ended December 31 , 2025 ### **7. Net capital requirement:** As a registered broker-dealer under the Securities Exchange Act of 1934 (the "Act") and member of FINRA, the Company is subject to the SEC's Uniform Net Capital Rule 15c3-1 (the "Rule") of the Act. The Company has elected to use the alternative method, permitted by the Rule, which requires that the Company maintain minimum net capital equal to the greater of \$5,000 or 6-2/3% of aggregate indebtedness arising from customer transactions. As of December 31, 2025, the Company had net capital of \$122,436, which exceeded minimum net capital requirements by \$117,436. ### **8. Contingencies:** In the normal course of business, the Company may be involved in litigation. As at December 31 , 2025, no litigation was pending against the Company nor is management aware of any unasserted claims or assessments against the Company. ### **9. Subsequent events:** The Company has evaluated the effects of subsequent events that have occurred subsequent to the year ended December 31 , 2025 and through to February 20, 2026 which is the date the financial statements were issued. During the year, there have been no events that would require recognition in or disclosure in the financial statements. ### **10. Segment Reporting:** The Company manages its business as a single reportable segment. The Company's Chief Operating Decision Maker **("CODM")** is the Chief Executive Officer, who reviews the Company's financial information on a consolidated basis for purposes of allocating resources and assessing performance. Accordingly, the Company's segment revenues , significant expenses , and profit or loss are the same as the amounts presented in the accompanying Statement of Income. {15}------------------------------------------------ (A WHOLLY-OWNED SUBSIDIARY OF QUESTRADE FINANCIAL GROUP INC.) Schedule I - Computation of Net Capital Pursuant to Rule 15c3-1 of the Securities and Exchange Commission (Expressed in U.S. dollars) Year ended December 31 , 2025 | Total stockholder equity from statement of
financial condition | \$
135,103 | |-------------------------------------------------------------------------------------------------------------------------------------------------------|--------------------------| | Deductions:
Prepaid expenses
Due from affiliate | 3,022
9,420
12,442 | | Haircut on unhedged foreign currencies | 122,661
9,035 | | Net capital | \$ 113,626 | | Basic net capital requirement:
Greater of:
(i)
Minimum net capital required ,
based on aggregate indebtedness
(ii) Minimum net capital | \$
2,994
5,000 | | Net capital requirement | \$
5,000 | | Excess net capital | \$
108,626 | | Aggregate indebtedness
Percentage of aggregate indebtedness to net capital | \$
44,905
39.52% | The above calculation does not differ materially from the computation of net capital under Rule 15c3-1 as of December 31 , 2025, filed by the Company on form X-17A-5 with the SEC and FINRA on January 21 , 2026. {16}------------------------------------------------ (A WHOLLY-OWNED SUBSIDIARY OF QUESTRADE FINANCIAL GROUP INC.) Schedule II - Computation of Determination of Reserve Requirement Pursuant to Rule 15c3-3 of the Securities and Exchange Commission (Expressed in U.S. dollars) Year ended December 31 , 2025 The Company is exempt from Rule 15c3-3 of the Act, in that the Company's activities are limited to those set forth in the conditions for exemption appearing under paragraph (k)(2)(ii) of that Rule. {17}------------------------------------------------ ![](_page_17_Picture_0.jpeg) KPMG LLP Bay Adelaide Centre 333 Bay Street, Suite 4600 Toronto, ON M5H 2S5 Canada Tel 416-777-8500 Fax 416-777-8818 www.kpmg.ca ### **REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM** To the Board of Directors of Questrade USA, Inc.: We have reviewed management's statements, included in the accompanying Questrade USA, lnc.'s Exemption Report (the "Exemption Report"), in which (1) Questrade USA, Inc. (the "Company") identified the following provisions of 17 C.F.R. § 15c3-3(k) under which the Company claimed an exemption from 17 C.F.R. § 240.15c3-3(k)(2)(ii), (the "exemption provision"); and (2) the Company stated that it met the identified exemption provisions throughout the year ended December 31 , 2025, without exception. The Company'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 the Company'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 on the provisions set forth in paragraph (k)(2)(ii) of Rule 15c3-3 under the Securities Exchange Act of 1934. Chartered Professional Accountants, Licensed Public Accountants Toronto, Canada February **20, 2026** {18}------------------------------------------------ ![](_page_18_Picture_1.jpeg) **S 700 Yonge** St., 1 **9th floor Toronto, Ontario, M2M 4K2** **T 416.227.9876,** T,oll **Free 1.888.783.7866 F 416.227.0078, support@questrade.com** ### Ouestrade USA. Inc. 's Exemption Report January 19, 2025 Questrade USA, Inc. (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 it has met the identified exemption provisions in 17 C.F.R. §240.15c3-3(k) (2) (ii) from January **1,** 2025 to December 31, 2025, without exception. Very truly yours, Questrade USA, Inc. ~ Signed by: L~ Mr. Edward Kholodenko *Chief Executive Officer* Ms. Portia Addo *Chief Compliance Officer* Source: SEC EDGAR via Adviser Search (https://search.stillhousedata.com). Agents: see https://search.stillhousedata.com/llms.txt.