# WELLINGTON FUNDS DISTRIBUTORS INC. X-17A-5 (2026-03-02) — Broker-dealer annual report - Company: WELLINGTON FUNDS DISTRIBUTORS INC. - Form: X-17A-5 - Filed: 2026-03-02 - Period: 2025-12-31 - Accession: 0001480302-26-000004 - CIK: 1480302 - File #: 8-68476 - Type: Broker-dealer - Material weakness: No - Auditor: PricewaterhouseCoopers LLP - Auditor location: Boston, MA - Contact: Sarah Millen - Phone: 1-617-289-3486 - Email: smmillen@wellington.com - Website: wellington.com - Signed by: Sarah Millen (Financial and Operations Principal) Original filing: https://www.sec.gov/Archives/edgar/data/1480302/000148030226000004/wfdfinancials.pdf --- {0}------------------------------------------------ ![](_page_0_Picture_0.jpeg) # Wellington Funds Distributors Inc. Financial Statements and Supplemental Information December 31, 2025 (With Report of Independent Registered Public Accounting Firm) {1}------------------------------------------------ | | 01/01/2025 | | 12/31/2025 | |------------------------------------|--------------|-----|-------------------------| | | | | | | | | | | | Wellington Funds Distributors, Inc | | | | | ■ | | | | | | | | | | 280 Congress Street | | | | | | | | | | Boston | MA | | 02210 | | | | | | | | | | | | Sarah Millien | 617-289-3486 | | smmillen@wellington.com | | | | | | | | | | | | | | | | | PricewaterhouseCoopers LLP | | | | | | | | | | 101 Seaport Blvd | Boston | MA | 02210 | | | | | | | October 20, 2003 | | 238 | | | | | | | | | | | | | | | | | {2}------------------------------------------------ | Sarah Millen | | | | |--------------|-----|-------------------------------------|--| | | | Wellington Funds Distributors, Inc. | | | December 31 | 025 | | | | -DocuSigned by: | | | |-----------------|------------------|--| | Signature: | Sant Millen | | | | -57ADD5565D4E4BF | | Finance and Operations Principal - - - - - - - - - - - - - - - - - - - - - - - - - - - {3}------------------------------------------------ # Wellington Funds Distributors Inc. Index to Financial Statements and Supplemental Information December 31, 2025 # Page (s) | Report of Independent Registered Public Accounting Firm……………………………………….……………….2-3 | | |-----------------------------------------------------------------------------------------|--| | Statement of Financial Condition………………………………….………………………………….….….…………………4 | | | Statement of Income………………………………………………………………………………….….….….………………….5 | | | Statement of Changes in Shareholder's Equity…………………………………………………6 | | | Statement of Cash Flows……………………………………………………………………………………….….7 | | | Notes to Financial Statements………………………………………….…………………………………….…8-11 | | | Supplemental Information | | | Computation of Net Capital …………………………………………………………………………………….………………13 | | | Computation for Determination of Reserve Requirements for Brokers and Dealers……………………14 | | | Information Relating to Possession or Control Requirements……………………………………………………15 | | {4}------------------------------------------------ ![](_page_4_Picture_0.jpeg) #### **Report of Independent Registered Public Accounting Firm** To the Board of Directors and Shareholder of Wellington Funds Distributors Inc. #### *Opinion on the Financial Statements* We have audited the accompanying statement of financial condition of Wellington Funds Distributors Inc. (the "Company") as of December 31, 2025, and the related statements of income, of changes in shareholder's equity, and of cash flows for the year then ended, including the related notes (collectively referred to as the "financial statements"). In our opinion, the financial statements present fairly, in all material respects, the financial position of 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 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 of these financial statements 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. #### *Supplemental Information* The accompanying Computation of Net Capital, Computation for Determination of Reserve Requirements for Brokers and Dealers, and Information Relating to Possession or Control Requirements as of December 31, 2025 (collectively, the "supplemental information") 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 {5}------------------------------------------------ presented in conformity with Rule 17a-5 under the Securities and Exchange Act of 1934. In our opinion, the supplemental information is fairly stated, in all material respects, in relation to the financial statements as a whole. PricewaterhouseCoopers LLP February 20, 2026 We have served as the Company's auditor since 2010. {6}------------------------------------------------ # Wellington Funds Distributors Inc. Statement of Financial Condition | | December 31,
2025 | |------------------------------------------------------------------------------|----------------------| | Assets | | | Current assets: | | | Cash and cash equivalents | \$
2,527,041 | | Receivable from affiliate | 256,869 | | Prepaid expense | 10,075 | | Income tax receivable | 93,616 | | Total current assets | 2,887,601 | | Total assets | \$
2,887,601 | | | | | Liabilities and Shareholder's Equity
Current liabilities: | | | Accounts payable and accrued liabilities | 22,288 | | Total liabilities | 22,288 | | Commitments and Contingencies | | | Shareholder's equity:
Common stock, \$1 par value: 500 shares authorized, | | | issued and outstanding | 500 | | Additional paid-in capital | 1,999,500 | | Retained earnings | 865,313 | | Total shareholder's equity | 2,865,313 | | Total liabilities and shareholder's equity | \$
2,887,601 | | | | {7}------------------------------------------------ | | Year Ended
December 31, 2025 | |------------------------------------------------------------------------------------------------------|------------------------------------------------| | Revenue:
Services agreement fees
Interest Income | \$
15,008,531
33,812 | | | 15,042,343 | | Expenses:
General and administrative
Occupancy
Professional fees and regulatory filing fees | 12,781,216
882,425
641,055
14,304,696 | | Income before income taxes | 737,647 | | Income tax expense | 199,838 | | Net income | \$
537,809 | {8}------------------------------------------------ # Wellington Funds Distributors Inc. Statement of Changes in Shareholder's Equity | | Additional | | | | Total | | |----------------------------------|-----------------|-----|-----------------|-----------|-------------------------|--| | | Common
Stock | | Paid-in | Retained | Shareholder's
Equity | | | | | | Capital | Earnings | | | | | | | | | | | | Balance at January 1, 2025 | \$ | 500 | \$
1,999,500 | 777,504 | \$
2,777,504 | | | Net income | | - | - | 537,809 | 537,809 | | | Dividend paid | | - | - | (450,000) | (450,000) | | | | | | | | | | | Ending balance December 31, 2025 | \$ | 500 | \$
1,999,500 | 865,313 | \$
2,865,313 | | {9}------------------------------------------------ | | Year Ended
December 31, 2025 | | | |------------------------------------------------------------------------------------------------------------------------|---------------------------------|--------------------|--| | Cash flows from operating activities:
Net income | \$ | 537,809 | | | Adjustments to reconcile net income
to net cash provided by operating activities:
Decreases in operating assets: | | | | | Prepaid expense
Receivable from affiliate | | 46,186
14,219 | | | Income tax receivable
Decreases in operating liabilities: | | 17,308 | | | Accounts payable and accrued liabilities
Total adjustments | | (35,072)
42,641 | | | Net cash provided by operating activities | | 580,450 | | | Cash flows from financing activities:
Dividend paid | | (450,000) | | | Net cash used in financing activities | | (450,000) | | | Net increase in cash and cash equivalents | | 130,450 | | | Cash and cash equivalents at beginning of year | | 2,396,591 | | | Cash and cash equivalents at end of year | \$ | 2,527,041 | | | Supplemental Cash Flow Information:
Federal income taxes paid
State income taxes paid | \$
\$ | 124,000
55,000 | | {10}------------------------------------------------ #### 1. Introduction and Basis of Presentation Wellington Funds Distributors Inc. ("WFD") was incorporated in Delaware on October 29, 2009 and is a wholly-owned subsidiary of Wellington Management Funds Holdings LLP ("WMFH"). Wellington Management Group LLP ("WMG") is the ultimate parent of WMFH and through its subsidiaries, some of which are registered as investment advisers with the United States Securities and Exchange Commission ("SEC"), including its United States subsidiary Wellington Management Company LLP ("WMC"), provides investment management and investment advisory services primarily to institutions around the world. WFD operates as a broker-dealer pursuant to the Securities Exchange Act of 1934 and applicable state securities statutes. WFD is a member of Financial Industry Regulatory Authority ("FINRA") and the Securities Investor Protection Corporation. WFD has a limited scope of business acting primarily as an introducing broker-dealer to offer interests in funds sponsored by its affiliates ("Wellington Management Sponsored Funds") and certain SEC-registered investment companies sub-advised by WMC registered under the Investment Company Act of 1940. WFD also supports the distribution of Registered Funds sponsored by Wellington Management Company LLP on a wholesale basis. #### Basis of Presentation The accompanying financial statements have been prepared in conformity with accounting principles generally accepted in the United States of America ("US GAAP"). The preparation of financial statements in conformity with US GAAP requires management to make estimates and assumptions that affect the amounts reported in the financial statements and notes to the financial statements. Actual results could differ from those estimates. Events or transactions occurring after the period end date through the date the financial statements were issued, February 20, 2026 have been evaluated in the preparation of the financial statements. ## 2. Accounting Pronouncements Adopted During the Financial Period During fiscal year 2025, WFD adopted ASU 2023-09 which enhances the transparency and usefulness of income tax disclosures. The adoption of this update did not have a material impact to the financial statements. #### 3. Summary of Significant Accounting Policies #### Cash and Cash Equivalents Cash and cash equivalents consist of cash held with the bank and are stated at amortized cost, which approximates fair value. Cash balances held in the bank may exceed government deposit insurance limits, where available. #### Services Agreement Fees WFD receives a services fee from WMC primarily for the introduction of prospects and clients to WMC's United States investment management capabilities, by way of offering interests in the Wellington Management Sponsored Funds and certain SEC-registered investment companies sub-advised by WMC. Such fees are governed by the Inter-Company Services Agreement ("Services Agreement") between WFD and WMC. Services agreement fees are generated through the reimbursement of operating expenses of WFD plus a mark-up of 5% under the services agreement with WMC, further described in Note 5. The performance obligation for providing these services is satisfied over time because the services are provided and consumed over time. {11}------------------------------------------------ #### Expenses Expenses represent direct costs incurred by WFD and amounts charged under the services agreement between WFD and WMC. These expenses are recognized on an accrual basis. #### Income Taxes WFD files state and federal income tax returns. WFD provides for income taxes at the applicable statutory rates. Current income tax is based on the taxable income for the current year. Deferred income tax, if any, results principally from the recognition of expenses for financial reporting purposes in years different from those in which the expenses are deductible for income tax purposes. #### Fair Value The carrying amounts of the financial assets and financial liabilities approximate their fair values. These financial assets and liabilities include receivables from affiliate, accounts payable and accrued liabilities. #### Credit Risk WFD maintains non-interest bearing cash and cash equivalent accounts at a financial institution, which may have credit risk. WFD has not experienced any losses in these accounts to date. WFD attempts to minimize this risk by monitoring the credit quality of the financial institution. #### 4. Income Taxes For the year ended December 31, 2025, the Company's domestic income before income taxes was \$737,647. The Company does not have income from foreign sources and therefore does not have any foreign income tax. The effective tax rate of WFD's tax expense compared to profit before tax expense varies from the statutory tax rate reconciled as follows: | | Amount | Rate | |-------------------------------------|---------------|-------| | U.S. Federal Statutory Tax Rate | \$
154,906 | 21.0% | | MA State Income Tax | 60,520 | 8.0% | | Nontaxable or Nondeductible Items: | | | | 2024 Provision to Return Adjustment | (1,101) | 0.0% | | Other adjustments | (14,488) | -2.0% | | Effective Tax Rate | \$
199,838 | 27.0% | State taxes in Massachusetts made up the majority (greater than 50 percent) of the state tax effect. WFD recognizes the accrual of any interest and penalties related to unrecognized tax benefits in income expense. No interest or penalties were recognized in 2025. WFD's 2022 through 2025 tax years remain subject to examination by federal taxing jurisdictions. WFD's 2020 through 2025 tax years remain subject to examination by state taxing jurisdictions. WFD paid \$55,000 in state income taxes to the state of Massachusetts. {12}------------------------------------------------ #### 5. Related Party Transactions – Services Agreement In consideration of such services, WMC pays WFD a services agreement fee in an amount equal to one hundred and five percent (105%) of all costs incurred by WFD, excluding intercompany fees charged by other WMC affiliated entities, income taxes and interest. As part of the Services Agreement, WMC agrees to make available to WFD the services of certain of its officers and employees required by WFD in the conduct of its business as well as office space, equipment, and administrative and support services. General and administrative expenses as shown on the Statement of Income primarily consist of \$11,986,699 relating to compensation and related costs associated with these WMC officers and employees. Occupancy expenses as shown on the Statement of Income consist of \$882,425 relating to the WMC office space occupied by WFD officers and employees. Services Agreement fees recognized under this arrangement were \$15,008,531 during 2025 and the related receivable from WMC was \$256,869 at December 31, 2025. Under the terms of the Services Agreement, the Right of Offset exists between WFD and WMC and effectively allows for the offsetting of receivables and payables between WFD and WMC. Therefore, only a net receivable or payable related to the activity under this agreement is recorded on the Statement of Financial Condition. Payments are made in full on or before March 15 following the end of the taxable year. #### 6. Comprehensive Income There were no adjustments for comprehensive income in 2025. #### 7. Dividends During the year ended December 31, 2025, WFD paid a dividend of \$450,000 to shareholder WMFH as approved by the WFD Board of Directors. #### 8. Net Capital Requirements WFD is subject to the SEC's Uniform Net Capital Rule (Rule 15c3-1) which requires the maintenance of a minimum net capital and requires that the ratio of aggregate indebtedness to net capital be no more than 15 to 1. As of December 31, 2025, WFD had net capital for this purpose of \$2,504,753 which was \$2,479,753 in excess of its minimum net capital requirement of \$25,000. WFD's ratio of aggregate indebtedness to net capital complied with the required limit and was 0.9%, at December 31, 2025. ## 9. SEC Rule 15c3-3 WFD is a registered broker-dealer subject to Rule 17a-5 promulgated by the Securities and Exchange Commission ("SEC") (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)(1) and (4). To the best of its knowledge and belief, WFD states the following: - (1) WFD may file an Exemption Report in accordance with 17 C.F.R. §240.17a-5, Footnote 74 of SEC Release No. 34-70073, because WFD does not hold customer funds or securities and is not claiming an exemption from 17 C.F.R. §240. 15c3-3. - (2) WFD met the provisions of 17 C.F.F. §240.17a-5, Footnote 74 of SEC Release No, 34-70073 throughout the year ended December 31, 2025 without exception. {13}------------------------------------------------ ### 10. Segment Reporting WFD is engaged in a single line of business as an introducing broker-dealer. WFD has identified its Financial and Operations Principal ("FINOP"), as the Chief Operating Decision Maker ("CODM"). The CODM uses net capital, which is not a measure of profit and loss, to make operational decisions while maintaining capital adequacy. WFD's operations constitute a single operating segment and therefore, a single reportable segment, because the CODM manages the business activities using the information of WFD as a whole. The accounting policies used to measure the profit and loss of the segment are the same as those described in the summary of significant accounting policies. The financial statements represent the operating segment revenue and significant expenses for the year ended December 31, 2025. #### 11. Contingencies In the ordinary course of business, WFD is subject to regulatory examinations, information gathering requests, inquiries, and investigations. As a registered broker-dealer, WFD is subject to regulation by the SEC, FINRA, and state securities regulators. In connection with formal and informal inquiries by those agencies, WFD may receive requests from such regulators. To date, there are no significant financial contingencies resulting from any regulatory reviews or inquiries. {14}------------------------------------------------ Supplemental Information {15}------------------------------------------------ Pursuant to Rule 15c3-1 under the Securities Exchange Act of 1934 | Net Capital | | |---------------------------------------------------------------------------|-----------------| | Total shareholder's equity | \$
2,865,313 | | Less - deductions and/or charges | - | | Excess insurance deductible | - | | Non allowable assets: | | | Income tax receivable | (93,616) | | Receivable from affiliate | (256,869) | | Prepaid expense | (10,075) | | Net capital before haircuts on securities positions | \$
2,504,753 | | Haircuts on securities positions | - | | Net capital | \$
2,504,753 | | Aggregate Indebtedness | | | Items included in the Statement of Financial Condition: | | | Accounts payable and accrued liabilities | (22,288) | | Total aggregate indebtedness | \$
(22,288) | | Computation of Basic Net Capital Requirements | | | 1. Minimum net capital required: 6 2/3% of aggregate indebtedness | \$
1,486 | | 2. Minimum net capital of broker-dealer | \$
25,000 | | Net capital requirement (greater of 1. or 2.) | \$
25,000 | | Excess net capital (net capital less net capital requirement) | \$
2,479,753 | | Excess net capital at 120% (net capital less 120% of minimum net capital) | \$
2,474,753 | | | | | Ratio: aggregate indebtedness to net capital | 0.9% | Note: There are no material differences between the above computation and WFD's corresponding unaudited amended Part IIa of Form X-17A-5 as of December 31, 2025 and filed on February 20, 2026. {16}------------------------------------------------ # Wellington Funds Distributors Inc. Computation for Determination of Reserve Requirements for Brokers and Dealers December 31, 2025 Pursuant to Rule 15c3-3 under the Securities Exchange Act of 1934 WFD is a registered broker-dealer subject to Rule 17a-5 promulgated by the Securities and Exchange Commission ("SEC") (17 C.F.R. §240.17a-5, "Reports to be made by certain brokers and dealers"). WFD is not preparing this supplemental schedule as it is filing an exemption report in accordance with 17 C/F/R §240.17a-5, Footnote 74 of SEC Release No. 34-70073. {17}------------------------------------------------ # Wellington Funds Distributors Inc. Information Relating to Possession or Control Requirements December 31, 2025 #### Pursuant to Rule 15c3-3 under the Securities Exchange Act of 1934 WFD is a registered broker-dealer subject to Rule 17a-5 promulgated by the Securities and Exchange Commission ("SEC") (17 C.F.R. §240.17a-5, "Reports to be made by certain brokers and dealers"). WFD is not preparing this supplemental schedule as it is filing an exemption report in accordance with 17 C/F/R §240.17a-5, Footnote 74 of SEC Release No. 34-70073 {18}------------------------------------------------ ![](_page_18_Picture_0.jpeg) #### **Report of Independent Registered Public Accounting Firm** To the Board of Directors of Wellington Funds Distributors Inc. We have reviewed Wellington Funds Distributors Inc.'s assertions, included in the accompanying Wellington Funds Distributors Inc. Exemption Report, in which the Company stated that: (1) The Company does not claim an exemption under paragraph (k) of 17 C.F.R. § 240. 15c3-3, and (2) The Company is filing its Exemption Report relying on Footnote 74 of the SEC Release No. 34-70073 adopting amendments to 17 C.F.R. § 240.17a-5 because the Company limits its business activities exclusively to acting as an introducing broker-dealer to offer interests in private funds sponsored by its affiliates ("Wellington Management Private Funds") and certain SEC-registered investment companies sub-advised by Wellington Management Company LLP registered under the Investment Company Act of 1940, and the Company (1) did not directly or indirectly receive, hold, or otherwise owe funds or securities for or to customers; (2) did not carry accounts of or for customers; and (3) did not carry PAB accounts (as defined in Rule 15c3-3) throughout the year ended December 31, 2025 without exception. The Company's management is responsible for the assertions and for compliance with the provisions of Footnote 74 of the SEC Release No. 34-70073 adopting amendments to 17 C.F.R. § 240.17a-5 throughout the year ended December 31, 2025. 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 provisions of Footnote 74 of the SEC Release No. 34- 70073 adopting amendments to 17 C.F.R. § 240.17a-5. A review is substantially less in scope than an examination, the objective of which is the expression of an opinion on management's assertions. 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 assertions referred to above for them to be fairly stated, in all material respects, based on the provisions set forth in Footnote 74 of the SEC Release No. 34-70073 adopting amendments to 17 C.F.R. § 240.17a-5. February 20, 2026 {19}------------------------------------------------ # Wellington Funds Distributors Inc. Exemption Report December 31, 2025 Wellington Funds Distributors 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)(1) and (4). To the best of its knowledge and belief, the Company states the following: ƅƍɂ The Company does not claim an exemption under paragraph (k) of 17 C.F.R. § 240. 15c3-3, and ƅɂ The Company is filing this Exemption Report relying on Footnote 74 of the SEC Release No. 34-70073 adopting amendments to 17 C.F.R. § 240.17a-5 because the Company limits its business activities exclusively to acting as an introducing broker-dealer to offer interests in private funds sponsored by its affiliates ("Wellington Management Private Funds") and certain SEC-registered investment companies sub-advised by WMC registered under the Investment Company Act of 1940, and the Company (1) did not directly or indirectly receive, hold, or otherwise owe funds or securities for or to customers; (2) did not carry accounts of or for customers; and (3) did not carry PAB accounts (as defined in Rule 15c3-3) throughout the year ended December 31, 202ș without exception. Wellington Funds Distributors Inc. I, Sarah Millen swear (or affirm) that, to my best knowledge and belief, this Exemption Report is true and correct. By: Vice President Finance and Operations Principal (FinOp) (February 20, 2026) Source: SEC EDGAR via Adviser Search (https://search.stillhousedata.com). Agents: see https://search.stillhousedata.com/llms.txt.