# ROSE & CO. CAPITAL ADVISORS, LLC X-17A-5 (2026-02-24) — Broker-dealer annual report

- Company: ROSE & CO. CAPITAL ADVISORS, LLC
- Form: X-17A-5
- Filed: 2026-02-24
- Period: 2025-12-31
- Accession: 0001579500-26-000002
- CIK: 1579500
- File #: 8-69298
- Type: Broker-dealer
- Material weakness: No
- Auditor: DCPA
- Auditor location: Century City, CA
- Contact: Steven C Bender
- Phone: 6462907248
- Signed by: Robert Brinberg (COO)

Original filing: https://www.sec.gov/Archives/edgar/data/1579500/000157950026000002/ROSE2025.pdf

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UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549

OMB APPROVAL OMB Number: 3235-0123 Expires: Nov. 30, 2026 Estimated average burden hours per response: 12

## ANNUAL REPORTS FORM X-17A-5 PART III

| SEC FILE NUMBER |
|-----------------|
| 8-69298         |

FACING PAGE

Information Required Pursuant to Rules 17a-5, 17a-12, and 18a-7 under the Securities Exchange Act of 1934

12/31/25 FILING FOR THE PERIOD BEGINNING 1/1/25 AND ENDING MM/DD/YY MM/DD/YY A. REGISTRANT IDENTIFICATION NAME OF FIRM: Rose & Co. Capital Advisors, LLC TYPE OF REGISTRANT (check all applicable boxes): Broker-dealer O Security-based swap dealer | Major security-based swap participant Check here if respondent is also an OTC derivatives dealer ADDRESS OF PRINCIPAL PLACE OF BUSINESS: (Do not use a P.O. box no.) 610 5th Avenue, Suite 308 (No. and Street) New York NY 10020 (Zip Code) (City) (State) PERSON TO CONTACT WITH REGARD TO THIS FILING Steven C Bender 646.290.7248 (Area Code - Telephone Number) (Email Address) (Name)

#### B. ACCOUNTANT IDENTIFICATION

INDEPENDENT PUBLIC ACCOUNTANT whose reports are contained in this filing\*

## DCPA

|                                                  | (Name - if individual, state last, first, and middle name) |         |                                            |
|--------------------------------------------------|------------------------------------------------------------|---------|--------------------------------------------|
| 2121 Avenue of the Stars                         | Century City                                               | CA      | 90067                                      |
| (Address)                                        | (City)                                                     | (State) | (Zip Code)                                 |
| 9/15/2020                                        |                                                            | 6567    |                                            |
| (Date of Registration with PCAOB)(if applicable) |                                                            |         | (PCAOB Registration Number, if applicable) |
|                                                  | FOR OFFICIAL USE ONLY                                      |         |                                            |

\* Claims for exemption from the requirement that the annual reports of an independent public accountant must be supported by a statement of facts and circumstances relied on as the basis of the exemption. See 17 CFR 240.17a-5(e)(1)(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 OMB control number.

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### OATH OR AFFIRMATION

| Robert Brinberg                                                             | swear (or affirm) that, to the best of my knowledge and belief, the                                                                 |       |
|-----------------------------------------------------------------------------|-------------------------------------------------------------------------------------------------------------------------------------|-------|
| financial report pertaining to the firm of Rose & Co. Capital Advisors, LLC |                                                                                                                                     | as of |
| December 31                                                                 | 2 025                                                                                                                               |       |
|                                                                             | 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:<br>COO |  |  |

## This filing \*\* contains (check all applicable boxes):

- (a) Statement of financial condition.
- [ (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.
- [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.
- [] {() 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.
- [1) 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 requirements for security-based swap customers under 17 CFR 240.15c3-3(p)(2) or 17 CFR 240.18a-4, as applicable.
- worth under 17 CFR 240.188-1, or 17 CFR 240.18a-2, or 17 CFR 240.18a-2, as applicable, and the reserve requirements under 17 WER In GER 3-3 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.
- (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.
- [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 condition.
- @ (u) Independent public accountant's report based on an examination of the financial statements under 17 CFR 240.17a-5, 17 CFR 240.18a-7, or 17 CFR 240.17a-12, as applicable.
- □ {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.
- □ (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).
- O (z) Other:
- \*\* To request confidential treatment of certain portions of this filing, see 17 CFR 240.17a-5(e)(3) or 17 CFR 240.180-7(d)(2), os applicable.

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## REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

DGPA

To Those Charged with Governance and the Members of Rose & Co. Capital Advisors, LLC:

### Opinion on the Financial Statements

We have audited the accompanying statement of financial condition of Rose & Co. Capital Advisors, LLC (the "Company") as of December 31, 2025, the related statements of operations, changes in members' equity, and cash flows for the year then ended, and the related notes (collectively referred to as the "financial statements"). In our opinion, the financial statements present fairly, in all material respects, the financial position of 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.

### 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.

### Supplemental Information

The information contained in Schedules I and II ("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 presented in conformity with 17 C.F.R. § 240.17a-5. In our opinion, Schedules I and II are fairly stated, in all material respects, in relation to the financial statements taken as a whole.

DCPA

DCPA We have served as the Company's auditor since 2022. Century City, California February 23, 2026

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## ROSE & CO. CAPITAL ADVISORS, LLC STATEMENT OF FINANCIAL CONDITION DECEMBER 31, 2025

## ASSETS

| Cash<br>Accounts receivable<br>Prepaid expenses and other assets | ಿತ | 294,207<br>1,909<br>2,464 |
|------------------------------------------------------------------|----|---------------------------|
| TOTAL ASSETS                                                     | ನಿ | 298,580                   |
| LIABILITIES AND MEMBERS' EQUITY                                  |    |                           |
| Accounts payable<br>Deferred revenues                            | ಿತ | 48,125<br>187,500         |
| Total Liabilities                                                |    | 235,625                   |
| Members' Equity                                                  |    | 62,955                    |
| TOTAL LIABILITIES AND MEMBERS' EQUITY                            | ಿತ | 298,580                   |

The accompanying notes are an integral part of these financial statements and should be read in conjunction herewith.

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## ROSE & CO. CAPITAL ADVISORS, LLC STATEMENT OF OPERATIONS FOR THE YEAR ENDED DECEMBER 31, 2025

| Revenues |                               |                 |
|----------|-------------------------------|-----------------|
|          | Consulting                    | ಿತ<br>62,500    |
|          | Billable Expense              | 1,909           |
|          | Total Revenues                | 64,409          |
| Expenses |                               |                 |
|          | Commissions                   | 43,125          |
|          | Occupancy - related party     | 14,400          |
|          | Technology and data           | 3,245           |
|          | Professional fees             | 49,500          |
|          | Financial and accounting fees | 10,250          |
|          | Regulatory and exchange fees  | 3,586           |
|          | Other expenses                | 8,467           |
|          | Total Expenses                | 132,573         |
|          | Net Loss                      | ನಿರ<br>(68,164) |
|          |                               |                 |

The accompanying notes are an integral part of these financial statements and should be read in conjunction herewith.

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## ROSE & CO. CAPITAL ADVISORS, LLC STATEMENT OF CHANGES IN MEMBERS' EQUITY FOR THE YEAR ENDED DECEMBER 31, 2025

|                             |        | Members'<br>Equity |
|-----------------------------|--------|--------------------|
| Balance - January 1, 2025   | ನಿರ್ವಿ | 11,719             |
| Members' Contributions      |        | 119,400            |
| Net Loss                    |        | (68,164)           |
| Balance - December 31, 2025 | ਦਿੱਤੇ  | 62,955             |

The accompanying notes are an integral part of these financial statements and should be read in conjunction herewith.

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## ROSE & CO. CAPITAL ADVISORS, LLC STATEMENT OF CASH FLOWS FOR THE YEAR ENDED DECEMBER 31, 2025

| CASH FLOWS FROM OPERATING ACTIVITIES:                                       |     |          |
|-----------------------------------------------------------------------------|-----|----------|
| Net loss                                                                    | ಲಿನ | (68,164) |
| Adjustments to reconcile net loss to cash provided by operating activities: |     |          |
| Increase in prepaid expenses                                                |     | (1,364)  |
| Increase in accounts receivable                                             |     | (1,909)  |
| Increase in deferred revenues                                               |     | 187,500  |
| Increase in accounts payable                                                |     | 33,875   |
| Net cash provided by operating activities                                   |     | 149,938  |
| CASH FLOWS FROM INVESTING ACTIVITIES:                                       |     |          |
| CASH FLOWS FROM FINANCING ACTIVITIES:                                       |     |          |
| Members Contributions                                                       |     | 119,400  |
| Net cash provided by financing activities                                   |     | 119,400  |
| NET INCREASE IN CASH                                                        |     | 269,338  |
| CASH:                                                                       |     |          |
| Cash - January 1, 2025                                                      |     | 24,869   |
| Cash - December 31, 2025                                                    | A   | 294,207  |
| SUPPLEMENTAL CASH FLOWS DISCLOSURES:                                        |     |          |
| Income taxes paid                                                           |     | 0        |
| Interest paid                                                               |     | 0        |
| Noncash investing and financing activities:                                 |     |          |

The Company had \$39,400 of intercompany payables to an affiliate forgiven as non-cash capital contributions.

> The accompanying notes are an integral part of these financial statements and should be read in conjunction herewith.

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{9}------------------------------------------------

## ROSE & CO. CAPITAL ADVISORS, LLC NOTES TO FINANCIAL STATEMENTS FOR THE YEAR ENDED DECEMBER 31, 2025

## NOTE 2-SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED):

## Uncertain Tax Positions

The Company has adopted the provisions of Financial Accounting Standards Board (FASB) Topic 740, Accounting for Uncome Taxes ("Uncertain Tax Position"). This accounting guidance prescribes recognition thresholds that must be met before a tax position is recognized in the financial statements and provides guidance on de-recognition, classification, interest and penalties, accounting in interim periods, disclosure, and transition. Under Uncertain Tax Position, an entity may only recognize or continue to recognize tax positions that meet a "more likely than not" threshold. The Company has evaluated its tax position as of December 31, 2025, and does not expect any material adjustments to be made.

## NOTE 3-LEASE ACCOUNTING:

In connection with ASC Topic 842 ("ASC Topic 842"), which took effect as of the first day of the fiscal year after December 31, 2018, management has evaluated the financial impact the standards had on the Company's financial statements using a modified retrospective transition approach. As of December 31, 2025, the Company does not maintain any leases in excess of a one year term. As such, the Company does not have an obligation to record a right to use asset or an offsetting lease obligation. There will be no impact to the Company's net capital.

## NOTE 4-NET CAPITAL REQUIREMENTS:

The Company is subject to the SEC Uniform Net Capital Rule (SEC Rule 15c3-1), which requires the maintenance of minimum 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 \$58,582 which was \$42,874 in excess of its required net capital of \$15,708. The Company's ratio of aggregate indebtedness to net capital was 4.02 to 1.

## NOTE 5-CONCENTRATIONS OF CREDIT RISK:

## Cash

The Company maintains principally all cash balances in one financial institution which, at times may exceed the amount insured by the Federal Deposit Insurance Corporation. The exposure to the Company is solely dependent upon daily bank balances and the respective strength of the financial institution. The Company has not incurred any losses on this account. As of December 31, 2025, the amount in excess of insured limits of \$250,000 was \$44,207.

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## ROSE & CO. CAPITAL ADVISORS, LLC NOTES TO FINANCIAL STATEMENTS FOR THE YEAR ENDED DECEMBER 31, 2025

## NOTE 6-RELATED PARTY TRANSACTIONS:

The Company and an affiliate share personnel, administrative expenses, and office space. The Company has no employees of its own but will contract with an affiliate under a consulting agreement to provide the resources for specific project needs. The Company has entered into a short-term sublease with an affiliate. For the period ended December 31, 2025, occupancy expenses amounted to \$14,400 and professional fees of \$25,000 totaling \$39,400 of shared expenses. Total shared expenses was forgiven by the members who also own the affiliate and the Company recorded this forgiveness as non-cash Member contributions. At December 31, 2025 the Company had an intercompany payable to the affiliate of \$0.

It is possible that the terms of certain of the related party transactions are not the same as those that would result for transactions among wholly unrelated parties.

## NOTE 7-INDEMNIFICATIONS:

In the normal course of its business, the Company indemnifies and guarantees certain service providers against specified potential losses in connection with their acting as an agent of, or providing services to, the Company. 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 financial statements for these indemnifications.

The Company provides representations and warranties to counterparties in connection with a variety of commercial transactions and occasionally indemnifies them against potential losses caused by the breach of those representations and warranties. The Company may also provide standard indemnifications to some counterparties to protect them in the event additional taxes are owed or payments are withheld, due either to a change in or adverse application of certain tax laws. These indemnifications generally are standard contractual terms and are entered into in the normal course of business. 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 financial statements for these indemnifications.

{11}------------------------------------------------

## ROSE & CO. CAPITAL ADVISORS, LLC NOTES TO FINANCIAL STATEMENTS FOR THE YEAR ENDED DECEMBER 31, 2025

## NOTE 8 - SUBSEQUENT EVENTS:

The Company has evaluated events subsequent to the Statement of Financial Condition date for items requiring recording or disclosure in the financial statements. The evaluation was performed through the date of the financial statements were available to be issued. Based upon this review, the Company has determined that there were no events which took place that would have a material impact on its financial statements.

## NOTE 9-RECENTLY ISSUED ACCOUNTING PRONOUNCEMENTS:

The Financial Accounting Standards Board (the "FASB") has established the The Financial Accounting Standards Board ("the FASB") has established the Accounting Standards Codification ("Codification" or "ASC") as the authoritative source of generally accepting account principles ("GAAP") recognized by the FASB. The principles embodies in the Codification are to be applied by nongovernmental entities in the preparation of financial statements in accordance with GAAP in the United States. New accounting pronouncements are incorporated into the ASC through the issuance of Accounting Standards Updates ("ASU's").

For the year ending December 31, 2025, various ASU's issued by the FASB were either newly issued or had effective implementation dates that would require their provisions to be reflected in the financial statement for the year then ended. The Company has either evaluated or is currently evaluating the implications, if any, of each of these pronouncements and the possible impact they may have on the Company's financial statements. In most cases, management has determined that the pronouncements have either limited or no application to the Company and in all cases, implementation would not have a material impact on the financial statements taken as a whole.

## NOTE 10 - SEGMENT REPORTING:

The Company follows ASC 280, Segment Reporting (including adoption of ASU 2023-07), which requires companies to disclose segment data based on how management makes decisions about allocating resources to segments and evaluating performance.

The Company conducts its business activities and reports financial results as a single reportable segment, investment banking segment. Using the management approach, qualitative and quantitative criteria established by ASC 280, the Company is considered to be a single reportable segment. The Chief Operating Decision Maker ("CODM"), the Chief Operating Officer of the Company, makes decisions about allocating resources and assessing performance in a manner consistent with the way the Company operates its business and presents their financial results. The nature of business and accounting policies of the investment bankign segment are the same as described in the organization and nature of business and summary of significant accounting policies.

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## ROSE & CO. CAPITAL ADVISORS, LLC SCHEDULE I COMPUTATION OF NET CAPITAL UNDER RULE 15c-3-1 OF THE SECURITIES AND EXCHANGE COMMISSION DECEMBER 31, 2025

| NET CAPITAL:<br>Members' equity                                 |             |                   | A    | 62,955    |
|-----------------------------------------------------------------|-------------|-------------------|------|-----------|
| Less non-allowable assets and deductions:                       |             |                   |      |           |
| Prepaid expenses and other assets                               | ਵਿੱਚ        | 4,373             |      |           |
|                                                                 |             |                   |      | 4,373     |
| Net capital before haircuts on securities positions             |             |                   |      | 58,582    |
| Less: Haircuts and exempted securities                          |             |                   |      | 0         |
| NET CAPITAL                                                     |             |                   | ಿರು  | 58,582    |
| AGGREGATE INDEBTEDNESS                                          |             |                   | ಿರ   | 235,625   |
| MINIMUM NET CAPITAL REQUIRED (6 2/3% of aggregate indebtedness) |             |                   | ನಿ   | 15,708    |
| MINIMUM NET CAPITAL DOLLAR REQUIREMENT                          |             |                   | ನಿ   | 5,000     |
| MINIMUM NET CAPITAL REQUIRED                                    |             |                   | ਵਿੱ  | 15,708    |
| EXCESS NET CAPITAL (\$58,582 - \$15,708)                        |             |                   | ਦੇਰੇ | 42,874    |
| RATIO OF AGGREGATE INDEBTEDNESS TO<br>NET CAPITAL               | ਦੀਰੇ<br>ਕਰੇ | 235,625<br>58,582 |      | 4.02 to 1 |
|                                                                 |             |                   |      |           |

There was no material difference between the net capital calculated here and the net capital calculated on the Company's most recently filed Form x17a-5 as of December 31, 2025

See Report of Independent Registered Public Accounting Firm

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## ROSE & CO. CAPITAL ADVISORS, LLC SCHEDULE II INFORMATION RELATING TO RESERVE REQUIREMENT FOR BROKER/DEALERS AND INFORMATION RELATING TO POSSESSION OR CONTROL REQUIREMENTS UNDER SEC RULE 15C3-3 DECEMBER 31, 2025

1) The Company does not claim an exemption under paragraph (k) of 17 C.F.R. 240.15c3-3, but is 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 private placement of securities (including affiliate management investment companies) as an agent on a Best-Efforts basis only and the Company (1) did not directly receive, hold or otherwise owe funds or securities for or or oustomers; (2) did not carry not carry accounts of or for customers; and (3) did not carry PAB accounts (as defined in Rule 15c3-3) throughout the most recent year without exception.

See Report of Independent Registered Public Accounting Firm

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## REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To Those Charged with Governance and the Members of Rose & Co. Capital Advisors, LLC:

We have reviewed management's statements, included in the accompanying Exemption Report, in which (1) Rose & Co. Capital Advisors, LLC does not claim an exemption under paragraph (k) of 17 C.F.R. § 240. 15c3-3, and (2) Rose & Co. Capital Advisors, LLC's business activities are limited to private placements of securities (including affiliate management investment companies) as an Agent on a Best Efforts basis only, and is in compliance with Footnote 74 of the SEC Release No. 34-70073 adopting amendments to 17 C.F.R. § 240.17a-5 ("Non-Covered Firm") and that the Company did not identify any exceptions to this assertion throughout the year ended December 31, 2025. Rose & Co. Capital Advisors, LLC's management is responsible for compliance with the exemption provisions, provisions of Footnote 74, 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 Rose & Co. Capital Advisors, LLC's compliance with the exemption provisions. A review is substantially less in scope than an examination, the objective of which is the expression of an opinion on managements 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 the Non-Covered Firm provisions of Footnote 74.

DOPA

DCPA

Century City, California February 23, 2026

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## ROSE & CO. CAPITAL ADVISORS LLC DECEMBER 31, 2025

Rose & Co. Capital Advisors LLC (the "Company") is a registered broker-dealer subject to Ruse & Co. Capital Ad Ascurities and Exchange Commission (17 C.F.R. §240.17a-5, "Reports to be made by certain brokers and dealers"). This Exemption Report was prepared 3, Reports to 00.17 C.F.R. \$240.17a-5(d)(1) and (4). To the best of its knowledge and belief, the Company states the following:

- (1) The Company does not claim an exemption under paragraph (k) of 17 C.F.R. § 240. 15c3-3, and
- (2) The Company is filing this Exemption Report relying on Footnote 74 of the SEC Release No. 34-70073 adopting amendments to 17 C.F.R. § 240.17a-5 because the Company limits its business activities exclusively to private placements of securities (including affiliate management investment companies) as an Agent on a Best Efforts basis only and the Company (1) did not directly or indirectly receive, hold, or otherwise owe funds or securities for or to customers; (2) did not carry accounts of or for customers; and

(3) did not carry PAB accounts (as defined in Rule 15c3-3) throughout the most recent fiscal year without exception.

Rose & Co. Capital Advisors LLC

I, Robert Brinberg, swear (or affirm) that, to my best knowledge and belief, this Exemption Report is true and correct.

By:

Title: Chief Operating Officer


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