# Tritower Real Estate Capital, LLC X-17A-5 (2026-02-24) — Broker-dealer annual report - Company: Tritower Real Estate Capital, LLC - Form: X-17A-5 - Filed: 2026-02-24 - Period: 2025-12-31 - Accession: 0001654660-26-000002 - CIK: 1654660 - File #: 8-69683 - Type: Broker-dealer - Material weakness: No - Auditor: Grant Thornton LLP - Auditor location: New York, NY - Contact: Patrick Gorman - Phone: 781-222-5905 - Email: pgorman@tritowerfinancial.com - Website: tritowerfinancial.com - Signed by: Patrick Gorman (CEO) Original filing: https://www.sec.gov/Archives/edgar/data/1654660/000165466026000002/trecs.pdf --- {0}------------------------------------------------ #### 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 8-69683 FACING PAGE Information Required Pursuant to Rules 17a-5, 17a-12, and 18a-7 under the Securities Exchange Act of 1934 AND ENDING\_12/31/2025 filing for the period beginning 01/01/2025 MM/DD/YY MM/DD/YY A. REGISTRANT IDENTIFICATION NAME OF FIRM: Tritower Real Estate Capital, LLC TYPE OF REGISTRANT (check all applicable boxes): Broker-dealer □ Check here if respondent is also an OTC derivatives dealer ADDRESS OF PRINCIPAL PLACE OF BUSINESS: (Do not use a P.O. box no.) 60 State Street, Suite 2250 (No. and Street) MA 02109 Boston (City) (State) (Zip Code) PERSON TO CONTACT WITH REGARD TO THIS FILING Patrick Gorman 781-222-5905 pgorman@tritowerfinancial.com (Name) (Area Code - Telephone Number) (Email Address) B. ACCOUNTANT IDENTIFICATION INDEPENDENT PUBLIC ACCOUNTANT whose reports are contained in this filing\* Grant Thornton LLP (Name - if individual, state last, first, and middle name) 757 Third Avenue, 9th Floor New York NY 10017 (Address) (City) (State) (Zip Code) 09/24/2003 248 (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. {1}------------------------------------------------ #### OATH OR AFFIRMATION | Patrick Gorman | ر swear (or affirm) that, to the best of my knowledge and belief, the | | |------------------------------------------------------------------------------|-----------------------------------------------------------------------|-------| | financial report pertaining to the firm of Tritower Real Estate Capital, LLC | | as of | | Dogombor 21 | | | December 31 = 2 025 ; is true and correct. If urther 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. Title CEO ### 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 240.15c3-1, 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. - | (q) Oath or affirmation in accordance with 17 CFR 240.17a-12, or 17 CFR 240.18a-7, as applicable. - O (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 240.17-12, as applicable. - [.] {y} Report describing any material inadequacies 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). - ロ (z) Other: \*\* To request confidential treatment of certain portions of this filing, see 17 CFR 240.170-5(e)(3) or 17 CFR 240.18c-7(d)(2), as applicable. {2}------------------------------------------------ # **Tritower Real Estate Capital, LLC** **(A Wholly Owned Subsidiary of TFG BD Holdco, LLC)** **Report Pursuant to Rule 17a-5(d) and Report of Independent Registered Public Accounting Firm** **December 31, 2025** {3}------------------------------------------------ #### **Table of Contents** | | Page(s) | |---------------------------------------------------------|---------| | Report of Independent Registered Public Accounting Firm | | | Financial Statement | | | Statement of Financial Condition | 2 | | Notes to the Financial Statement | 3-5 | {4}------------------------------------------------ ![](_page_4_Picture_0.jpeg) 757 Third Ave., 9th Floor New York, NY 10017 D +1 212 599 0100 F +1 212 370 4520 #### GRANT THORNTON LLP **REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM** Board of Directors and Member Tritower Real Estate Capital, LLC #### **Opinion on the financial statements** We have audited the accompanying statement of financial condition of Tritower Real Estate Capital, LLC (a Delaware limited liability company) (the "Company") as of December 31, 2025, 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 in conformity with accounting principles generally accepted in the United States of America. #### **Basis for opinion** These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on the Company's financial statements based on our audit. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) ("PCAOB") and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB. We conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform an audit of its internal control over financial reporting. As part of our audit we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Company's internal control over financial reporting. Accordingly, we express no such opinion. 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. We have served as the Company's auditor since 2016. New York, New York February 20, 2026 {5}------------------------------------------------ #### **Statement of Financial Condition** **December 31, 2025** #### **ASSETS** | Cash | \$ | 417,811 | |---------------------------------------|----|---------| | Other assets | | 31,766 | | Total assets | \$ | 449,577 | | LIABILITIES AND MEMBER'S EQUITY | | | | Liabilities | | | | Accrued liabilities | \$ | 129,453 | | Due to Parent | | 29,417 | | Total liabilities | | 158,870 | | Member's equity | | 290,707 | | Total liabilities and member's equity | \$ | 449,577 | | | | | The accompanying notes are an integral part of this financial statement. {6}------------------------------------------------ **Notes to the Financial Statements December 31, 2025** #### **1. Description of Business** Tritower Real Estate Capital, LLC (the "Company"), was incorporated in the State of Delaware on September 22, 2015. The liability of its member is limited to the member's enforceable obligation to make capital contributions and the member's obligation to return any prohibited or illegal distributions. On February 11, 2016, the Company became a broker-dealer and as such, is registered with the U.S. Securities and Exchange Commission ("SEC") and is a member of the Financial Industry Regulatory Authority ("FINRA"). The Company is wholly owned by TFG BD Holdco, LLC. TFG BD Holdco, LLC is wholly owned by Tritower Financial Group, LLC (the "Parent") and Patrick Gorman (the "CEO"). The Company serves as the Parent's principal selling agent for certain real estate investment vehicles sponsored by the Parent. #### **2. Summary of Significant Accounting Policies** #### **Basis of presentation** The Company's financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America ("US GAAP"). The following is a summary of the significant accounting policies followed by the Company. #### **Income taxes** The Company is a single-member limited liability company that, to the extent permitted by law, is treated as a "disregarded entity" for federal and state income tax purposes. The Company is included in the US federal income tax return for the Parent. The Company accounts for income taxes in accordance with Accounting Standards Codification (ASC) 740, Accounting for Income Taxes, ("ASC 740"). ASC 740 provides guidance for the financial accounting and reporting for income taxes, and requires that when a member of a consolidated group issues separate financial statements, that the consolidated amount of current and deferred tax expense be allocated to such member using a method that is systematic, rational and consistent with the broader principles of ASC 740. ASC 740 also provides guidance regarding how certain tax positions should be recognized, measured, presented and disclosed in the financial statements. ASC 740 requires evaluation of tax positions taken or expected to be taken in the course of preparing the tax returns to determine whether the tax positions are "more likely than not" of being sustained by the applicable tax authority. The Company concluded that it does not have any unrecognized tax benefits or any additional tax liabilities for any uncertain positions as of December 31, 2025. The earliest tax year of the Parent open for examination by tax authorities is 2022. {7}------------------------------------------------ **Notes to the Financial Statements December 31, 2025** #### **2. Summary of Significant Accounting Policies (continued)** #### **Use of estimates** The preparation of financial statements in conformity with US GAAP requires management to make estimates and assumptions that affect the reported amounts of revenues and expenses during the reporting period and disclosure of contingent assets and liabilities at the date of the financial statements. Actual results could differ from these estimates. #### **Allowance for Credit Losses** In accordance with ASC Topic 326, Financial Instruments – Credit Losses ("ASC 326"), the Company is required 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 Statement of Financial Condition that is deducted from the asset's amortized cost basis. The Company did not record any allowances for credit losses at December 31, 2025. #### **Segment Reporting** Accounting Standards Update ("ASU") 2023-07, Improvements to Reportable Segment Disclosures ("ASU 2023-07") requires incremental disclosures about reportable segments but does not change the definition of a segment or the guidance for determining reportable segments. The guidance requires disclosure of significant segment expenses that are (1) regularly provided to (or easily computed from information regularly provided to) the chief operating decision maker ("CODM") and (2) included in the reported measure of segment profit or loss. The standard also requires companies to disclose the title and position of the individual (or the name of the committee) identified as the CODM, allows companies to disclose multiple measures of segment profit or loss if those measures are used to assess performance and allocate resources, and is applicable to companies with a single reportable segment. #### **3. Related Party Transactions** The Company and the Parent are parties to an Expense Sharing Agreement (the "ESA"). The Company reimburses the Parent periodically for a proportional share of payroll and employee-related expenses of personnel employed by the Parent performing services on behalf of the Company, as well as a proportional share of 9.3% for rent and office expenses. At December 31, 2025, the Company owed the Parent \$29,417 under this agreement, which is included in Due to Parent. The parties to the ESA agree that the Company has no obligation to any third party for the services that the Parent provides. The Parent is solely responsible for any amounts owed relating to costs incurred by it in providing services on behalf of the Company. For the year ended December 31, 2025, the Parent agreed to forgive \$53,325 owed to them under this agreement. This is accounted for as a noncash contribution to the Company. For the year ended December 31, 2025, the Company made capital distributions of \$371,296 to the Parent. {8}------------------------------------------------ **Notes to the Financial Statements December 31, 2025** #### **4. Credit, Concentration and Business Risk** The Company maintains cash with a financial institution with investment grade credit ratings. At times, the Company may maintain deposits in federally insured financial institutions in excess of federally insured ("FDIC") limit of \$250,000. At December 31, 2025, the Company had \$417,811 in cash held at Citizens Bank. However, the Company believes that it is not exposed to significant credit risk related to the financial position of the depository institution in which those deposits are held. #### **5. Net Capital Requirements** As a registered broker-dealer, the Company is subject to the SEC Uniform Net Capital Rule 15c3-1 (the "Rule") of the Securities Exchange Act of 1934, which requires the maintenance of minimum net capital. In accordance with the Rule, the Company is required to maintain minimum net capital, as defined, equal to the greater of \$5,000 or 6.6667% of aggregate indebtedness. At December 31, 2025, net capital of \$258,941, exceeded the required minimum net capital of \$10,591 by \$248,350. Aggregate indebtedness at December 31, 2025 totaled \$158,870. The ratio of aggregate indebtedness to net capital was 0.61 to 1. #### **6. Segment Reporting** The Company is engaged in a single line of business as a securities broker-dealer and acts as agent in selling securities in private placements. The Company has identified its Chief Executive Officer as the chief operating decision maker ("CODM"), who uses net income to evaluate the results of the business, predominantly in the forecasting process, to manage the Company. Additionally, the CODM uses excess net capital (see Note 5), 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. The Company's segment revenue and expenses are in line with what is in the Company's statement of income and includes all significant categories that are provided to the CODM for review. Also, the segment assets are the same as those reported in the Company's statements of financial condition. #### **7. Subsequent Events** The Company has evaluated the possibility of subsequent events existing in the Company's financial statements through the date the statements were issued and has determined that there are no material events that would require disclosure in the Company's financial statements. Source: SEC EDGAR via Adviser Search (https://search.stillhousedata.com). Agents: see https://search.stillhousedata.com/llms.txt.