# ARDEA PARTNERS LP X-17A-5 (2026-03-02) — Broker-dealer annual report

- Company: ARDEA PARTNERS LP
- Form: X-17A-5
- Filed: 2026-03-02
- Period: 2025-12-31
- Accession: 0001671202-26-000001
- CIK: 1671202
- File #: 8-69761
- Type: Broker-dealer
- Material weakness: No
- Auditor: Citrin Cooperman & Company, LLP
- Auditor location: New York, NY
- Contact: Kevin Lipstein
- Phone: 212-430-2341
- Email: kevin@ardeapartners.com
- Website: ardeapartners.com
- Signed by: Kevin Lipstein (FINOP and CFO)

Original filing: https://www.sec.gov/Archives/edgar/data/1671202/000167120226000001/ardeaaudit.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 |  |
|-----------------|--|
| 8-69761         |  |

FACING PAGE

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

| sil ing for the period beginning 01/01/25 |          | AND ENDING 12/31/25 |          |
|-------------------------------------------|----------|---------------------|----------|
|                                           | MM/DD/YY |                     | MM/DD/YY |

A. REGISTRANT IDENTIFICATION

# NAME OF FIRM: ARDEA PARTNERS LP

TYPE OF REGISTRANT (check all applicable boxes):

■ Broker-dealer □ Check here if respondent is also an OTC derivatives dealer

□ Major security-based swap participant

ADDRESS OF PRINCIPAL PLACE OF BUSINESS: (Do not use a P.O. box no.)

# 10 Hudson Yards, 48th Floor

|                                                  | (No. and Street)                                                                                              |                 |                                           |
|--------------------------------------------------|---------------------------------------------------------------------------------------------------------------|-----------------|-------------------------------------------|
| New York                                         | NY                                                                                                            |                 | 10001                                     |
| (City)                                           | (State)                                                                                                       |                 | (Zip Code)                                |
| PERSON TO CONTACT WITH REGARD TO THIS FILING     |                                                                                                               |                 |                                           |
| KEVIN LIPSTEIN                                   | 212-430-2341                                                                                                  |                 | KEVIN@ARDEAPARTNERS.COM                   |
| (Name)                                           | (Area Code - Telephone Number)                                                                                | (Email Address) |                                           |
|                                                  | B. ACCOUNTANT IDENTIFICATION                                                                                  |                 |                                           |
|                                                  | INDEPENDENT PUBLIC ACCOUNTANT whose reports are contained in this filing*<br>CITRIN COOPERMAN & COMPANY, LLP. |                 |                                           |
|                                                  | (Name - if individual, state last, first, and middle name)                                                    |                 |                                           |
|                                                  | 50 ROCKEFELLER PLAZA   NEW YORK                                                                               | NY              | 10020                                     |
| (Address)                                        | (City)                                                                                                        | (State)         | (Zip Code)                                |
| 11/02/2005                                       |                                                                                                               | 2468            |                                           |
| (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

| KEVIN I IPSTFIN                                              |   |  |  | swear (or affirm) that, to the best of my knowledge and belief, the |
|--------------------------------------------------------------|---|--|--|---------------------------------------------------------------------|
| financial report pertaining to the firm of ARDEA PARTNERS LP |   |  |  |                                                                     |
| 19/21                                                        | . |  |  |                                                                     |

12151 , 2 025 partner, officer, director, or equivalent person, as the case may proprietary interest in any account classified solely as that of a customer.

| Signature:<br>Kevin Lipstein | Digitally signed by Kevin Lipstein<br>Date: 2026.02.24 13:06:11 -05'00' |  |  |
|------------------------------|-------------------------------------------------------------------------|--|--|
| Title:<br>FINOP AND CFO      |                                                                         |  |  |
|                              |                                                                         |  |  |

Notary Public

# 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.
- □ (k) Computation for determination of security-based swap reserve requirements pursuant to Exhibit B to 17 CFR 240.15c3-3 or Exhibit A to 17 CFR 240.18a-4, as applicable.
- □ (I) Computation for Determination of PAB Requirements under Exhibit A to § 240.15c3-3.
- □ (m) Information relating to possession or control requirements for customers under 17 CFR 240.15c3-3.
- □ (n) Information relating to possession or control requirements for security-based swap customers under 17 CFR 240.15c3-3(p)(2) or 17 CFR 240.18a-4, as applicable.
- □ (o) Reconciliations, including apropriate explanations, of the FOCUS Report with computation of net capible net worth under 17 CFR 240.15c3-1, 17 CFR 240.18a-1, or 17 CFR 240.18a-2, as applicable, and the reserve requirements under 17 CFR 240.15c3-3 or 17 CFR 240.18a-4, as applicable, if material differences exist, or a statement that no material differences exist.
- □ (p) Summary of financial data for subsidiaries not consolidated in the statement of financial condition.
- (q) Oath or affirmation in accordance with 17 CFR 240.17a-5, 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.
- | 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).
- □ (z) Other:
- \*\*To request confidential treatment of certain portions of this filing, see 17 CFR 240.17a-5(e)(2), as applicable.

{2}------------------------------------------------

Financial Statement

December 31, 2025

{3}------------------------------------------------

### Contents

| Report of Independent Registered Public Accounting Firm |       |
|---------------------------------------------------------|-------|
| Financial Statement                                     |       |
| Statement of Financial Condition                        |       |
| Notes to Financial Statement                            | 3 - 9 |

{4}------------------------------------------------

![](_page_4_Picture_0.jpeg)

Citrin Cooperman & Company, LLP Certified Public Accountants

50 Rockefeller Plaza New York, NY 10020 T 212.697.1000 F 212.202.5107 citrincooperman.com

# REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the General Partner Ardea Partners LP

# Opinion on the Financial Statement

We have audited the accompanying statement of financial condition of Ardea Partners LP as of December 31, 2025, and the related notes (collectively referred to as the "financial statement"). In our opinion, the financial statement presents fairly, in all material respects, the financial position of Ardea Partners LP as of December 31, 2025, in conformity with accounting principles generally accepted in the United States of America.

# Basis for Opinion

This financial statement is the responsibility of Ardea Partners LP's management. Our responsibility is to express an opinion on Ardea Partners LP's financial statement based on our audit. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) ("PCAOB") and are required to be independent with respect to Ardea Partners LP in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statement is free of material misstatement, whether due to error or fraud. Our audit included performing procedures to assess the risks of material misstatement of the financial statement, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statement. 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 statement. We believe that our audit provides a reasonable basis for our opinion.

We have served as Ardea Partners LP's auditor since 2018. New York, New York March 2, 2026

<sup>&</sup>quot;Citin Cooperman" is the brand under which Citin Cooperman & Company, I.I.P. a licensed independent CPA firm, and Citin Cooperman Advisors I.I.C. serve dients' business needs. The two firms operate as separate legal cructure. The entities of Citin Cooperman & Company, I.I.P and Citin Cooperman Advisors LLC are independent member firms of the MVAI) Association, which is isself a regional member of Moore Global Network Limited (MGN).) All the firms associated with MN/ are incept on the startes. Ther membership n, or association with, MV/s should not be construct as constituting or implying any partnership between them

{5}------------------------------------------------

Statement of Financial Condition December 31, 2025

## ASSETS

| Cash                                  | ಕ್ಕಿ<br>26,821,770 |
|---------------------------------------|--------------------|
| Accounts receivable                   | 13,416,524         |
| nvestments                            | 53,722,890         |
| Due from affiliates                   | 453,399            |
| Security deposits                     | 1,901,230          |
| Property and equipment, net           | 12,774,005         |
| Right of use asset                    | 19,166,506         |
| Prepaid expenses and other assets     | 950,315            |
| TOTAL ASSETS                          | ક<br>129,206,639   |
| LIABILITIES AND PARTNERS' CAPITAL     |                    |
| LIABILITIES:                          |                    |
| Accounts payable and accrued expenses | ક્તિ<br>835,829    |
| Lease liability                       | 23,019,886         |
| Deferred revenues                     | 150,000            |
| Due to affiliates                     | 38,224,689         |
|                                       |                    |

|  |  |  |  |  |  |  |  |  | TOTAL LIABILITIES |  |
|--|--|--|--|--|--|--|--|--|-------------------|--|
|--|--|--|--|--|--|--|--|--|-------------------|--|

| PARTNERS' CAPITAL                       | 66.976.235  |
|-----------------------------------------|-------------|
| TOTAL LIABILITIES AND PARTNERS' CAPITAL | 129.206.639 |

62,230,404

The accompanying notes are an integral part of this financial statement.

{6}------------------------------------------------

### Notes to Financial Statement December 31, 2025

#### Note 1. Nature of Business

Ardea Partners LP is a Delaware limited partnership (the "Company"). Effective July 8, 2016, the Company registered with the Securities and Exchange Commission ("SEC") as a broker dealer, and also became a member of the Financial Industry Regulatory Authority, Inc. ("FINRA") and the Securities Investor Protection Corporation ("SIPC"). The term of the Company shall continue in perpetuity unless the Company is dissolved in accordance with the provisions of its articles of organization. The Company's limited partner is Ardea Holdings LP, a Delaware limited partnership ("AHLP") and its general partner is Ardea GP LLC. The Company has been approved to engage in best efforts underwriting, private placements of securities, and investment banking services, including mergers and acquisitions advisory and fairness opinions. The Company does not carry securities accounts for customers or receive or hold securities or funds of customers.

#### Note 2. Summary of Significant Accounting Policies

#### Basis of Accounting

The accompanying financial statement is prepared using the accrual basis of accounting in accordance with accounting principles generally accepted in the United States of America ("U.S. GAAP").

#### Cash and Cash Equivalents

The Company considers all highly liquid investments with a maturity of three months or less when purchased to be cash equivalents. At December 31, 2025, the Company had no cash equivalents.

#### Revenue Recognition

The Company recognizes revenue when performance obligations are met. Advisory fees are earned for providing financial advisory services These fees are generally recognized at a point in time when the related transaction is completed, as the performance obligation is to successfully broker a specific transaction. Depending on the nature of the agreement, fees received prior to the completion of the transaction could be deferred within "Deferred revenues" in the statement of financial condition. Further, other engagements are recognized over time using a time elapsed measure of progress over the length of the contract as clients simultaneously receive and consume the benefits of those services as they are provided. As of December 31, 2025, the Company reflected \$150,000 in deferred revenues for fees in which performance obligations had not yet been fully satisfied. These deferred revenues are contingent upon success fees being earned at a future date, upon which the deferred revenues will become earned. The Company is eligible to receive reimbursement for certain expenses incurred in relation to an engagement.

#### Fair Value Measurements

Pursuant to FASB ASC 820, Fair Value Measurement, fair value is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. A fair value measurement assumes that the transaction to sell the asset or transfer the liability occurs in the principal market for the asset or liability or, in the absence of a principal market, the most advantageous market. Valuation techniques that are consistent with the market, income or cost approach, as specified by FASB ASC 820, are used to measure fair value.

The amounts included in the accompanying statement of financial condition for cash, accounts receivable, due to/from affiliates, and accounts payable and accrued expenses approximate fair your due to the short term nature of these instruments.

Using the provisions within FASB ASC 820, the Company has characterized its investments in securities, based on the order of liquidity of the inputs used to value the investments, into a three-level fair value hierarchy. The fair value hierarchy gives the highest order of liquidity to quoted prices in active markets for identical assets or liabilities [Level 1], and the lowest order of liquidity to unobservable inputs [Level 3]. If the inputs used to measure the investments fall within different levels of the categorization is based on the lowest level input that is significant to the fair value measurement of the investment.

{7}------------------------------------------------

### !

2334
53546337689:9;< 885

=> ?@4A6
346
3
8

B768C68D6
8A5
8

"#\$%&'((-)#\*&+, +\*+- --#' + ,#.+-+ /0# + '1 4E33;
A7337
? ?@4A6
346
3
8

B768D6
8A5

4 EFD6
8A5
8
4EFA6
33D6
8A 3
45
3
7F8A63848AA75

87

4E87

3?G53
73A58H
6I 3@4A66
45
67356
53
7?

? @4 A6
 3 46
 3
8

B7 6
4 8 B5
 3 546 6?

#### J -#(KL

6B3M788 !3;
A7=
888B8875 588

MA6A
8B8
6889N@OPM6 8A83
6B3
9N@OPA?23
5A3AB7M8
3 A
A

3
53;
A7P588M
?9
8B7
A
4

7 5
58
M368835? ) RS'+Q( 

#### -#Q-

3788 !3;
A7AT8UVVVWX
8
368
6 5
55A N68
Y8?

| <br>#Q | )	RS'+Q(<br>3788 !3; A7AT8UVVVWX 8 368 6<br>5 55A N68 Y8? |              |
|--------|-----------------------------------------------------------|--------------|
|        | R<br>+('<br>*'..+[<br>#*<br><br>+	)<br>d                  |              |
|        | @3 8A 4                                                   |              |
|        | ; A6D6A                                                   |              |
|        | 66                                                        |              |
|        | O A78D6A 8 535  =B !>                                     |              |
|        | @3 8A 4                                                   | UcXX         |
|        | 66                                                        | <<           |
|        | ; A6D6A                                                   | !XW X<       |
|        | ^55= E                                                    | V<<          |
|        | &'\eK#.                                                   | V<V!W        |
|        | @>96688A                                                  | c <<!<!      |
| <br>#Q | )	S'+Q(	f                                                 | lg\$fhhifjjk |

#### Z-+[\. ..#] -\*#-0-+#

--#' 238

53
6
58
8
3
6
58M888 8=
3
53
6A7687B83B3
543 68B?^35

887B8
45

6A 46
8
8
6AA
5
887
878 ?23;
A7
67

3
435
534?23
=5 6

653
6
5
3
787B? =5
8
=
88
5 !?^53
64
68B 5 ! \_=865
=
6
?

#### ` #\*R +(

23AA

55
5
7=3a??b99O D6B
E 86A
3553A
8
6
58838
6
5 B8
538
535?966
688555 3
?23;
A7PB5686564
5
B48A 5
B483
=5
8
8346

54?

{8}------------------------------------------------

Notes to Financial Statement December 31, 2025

#### Note 2. Summary of Significant Accounting Policies (Continued)

#### Foreign Currency Gain or Loss

In certain circumstances international customers are invoiced in their local currency and the Company utilizes a month end foreign currency exchange rate to convert the outstanding receivables to U.S. Dollars at the end of each month.

#### Segment Reporting

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

The Company conducts its business activities and reports financial results as a single reportable segment: Investment Banking Advisory Services. Using the management approach, qualitative and quantitative criteria established by ASC 280, the Company has determined it has a single reportable segment.

The Company is engaged in a single line of business as a broker-dealer, and has been approved to engage in best efforts underwriting, private placements of securities, and investment banking services, including mergers and acquisitions advisory and fairness opinions. The Company has identified its Chief Executive Officer and Chairman as the Chief Operating Decision Maker ("CODM") collectively. The CODM uses revenues, compensation and benefits expense, non-compensation operating expenses, net income, and cash flow to manage the Company. Additionally, the CODM uses excess net capital (see Note 9), which is not a measure of profit and loss, to make operational decisions while maintaining capital adequacy. 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 same as those described in the summary of significant accounting policies. Total segment assets as of December 31, 2025 are \$129,206,639.

#### Note 3. Off-Balance-Sheet Risk, Concentrations and Credit Risk

The Company maintains checking and money market accounts in titution. At times, cash may be uninsured or in deposit accounts that exceed the Federal Deposit insurance limit. At December 31, 2025 total amounts in excess of these limits are \$26,558,389.

The Company is also exposed to credit risk as it relates to the collection of receivables from third parties.

#### Note 4. Revenue Recognition

The beginning and ending contract balances were as follows:

|                     | December 31. |                            |  |  |
|---------------------|--------------|----------------------------|--|--|
|                     | 2025         | 2024                       |  |  |
| Accounts receivable |              | \$ 13,416,524 \$ 5,996,172 |  |  |
| Deferred revenues   |              | \$ 150,000 \$ 3,077,626    |  |  |

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

### Notes to Financial Statement December 31, 2025

#### Note 5. Commitments and Contingencies

In the normal course of business, from time, the Company may be involved in judicial proceedings or arbitration concerning matters arising in connection with the conduct of its businesses. In addition, United States government agencies and self-regulatory organizations, as well as state securities commissions in the United States, conduct periodic examinations and initiate administrative proceedings the Company's business. Subject to the foregoing, the Company believes, based on current knowledge and after consultation with counsel, that it is not currently party to any material pending or administrative proceedings, individually or in the aggregate, the resolution of which would have a material effect on the Company. Provisions for losses are established in accordance with ASC 450, Accounting for Contingencies when warranted. Once established, such provisions are adjusted when there is more information available or when an event occurs requiring a change.

#### Office I eases

The Company entered into an agreement to lease office space in New York City, NY beginning on July 20, 2017 and ending March 31, 2027. The Company renewed its lease agreement for a five year term for office space in Princeton, NJ, with a lease commencement date of April 1, 2021 and a termination date of March 31, 2026. The Company entered into an agreement to sublease office space in New York City, NY beginning on February 19, 2024 and terminating on May 31, 2032. The Company has prepaid \$845,268 on a lease agreement commencing on June 1, 2032.

The Company was also required to remit a security deposit to each of the landlords for both of the leased office spaces. The Company made additional deposits of \$158 in 2025. The total amount of security deposits held by the Company's landlords is \$1,901,230 and is reflected as "Security deposits" in the accompanying statement of financial condition.

Total cash paid to the lessors for the year ended December 31, 2025 was \$3,827,218. The Company's lease terms do not include options to extend or terminate the lease.

Maturities of lease liabilities under operating leases as of December 31, 2025 are as follows:

| Year ending December 31:     |    | Total         |
|------------------------------|----|---------------|
| 2026                         | ಕಾ | 5.621.199     |
| 2027                         |    | 3.936.180     |
| 2028                         |    | 3,634,490     |
| 2029                         |    | 3.685.680     |
| 2030                         |    | 3,685,680     |
| Thereafter                   |    | 5,221,380     |
|                              |    | 25.784.609    |
| Less effects of discounting  |    | (2,764,723)   |
| Lease liabilities recognized |    | \$ 23,019,886 |
|                              |    |               |

The weighted-average discount rate is 4.08%.

The weighted-average remaining lease term is 5.79 years.

#### Note 6. 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 its financial statement for these indemnifications.

{10}------------------------------------------------

### Notes to Financial Statement December 31, 2025

#### Note 6. Indemnifications (Continued)

The Company provides representations and warranties in connection with a variety of commercial transactions. 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 its financial statement for these indemnifications.

#### Note 7 Client Reimbursement Receivable

The Company has agreements with its clients whereby certain expenses incurred by the Company in relation to advisory services provided may be reimbursable. As of December 31, 2025, the Company had \$71,915 in receivables for reimbursements from its clients.

#### Note 8. Income Taxes

The Company is considered a disregarded entity for federal income tax purposes and is, therefore, required to be treated as a division of its limited and general partner. The Company's earnings and losses are included in AHLP's return and passed through to its partners.

The Company evaluates its uncertain tax positions under the provisions of ASC 740. Income Taxes , ASC 740 prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more-likely-than-not to be sustained upon examination by taxing authorities. Differences between tax positions taken or expected to be taken in a tax return and the benefit recognized and measured pursuant to the interpretation are referred to as "unrecognized tax benefits." A liability is recognized (or amount of net operating loss carried forward or amount of tax refundable is reduced) for an unrecognized tax benefit because it represents an enterprise's potential future obligation to the taxing authority for a tax position that was not recognized as a result of applying the provisions of ASC 740.

As of December 31, 2025, no liability for unrecognized tax benefits was required to be recorded.

#### Note 9. Net Capital Requirements

The Company, as a registered broker-dealer, is subject to the SEC's Uniform Net Capital Rule (Rule 15c3-1) and has elected the basic method allowed by Rule 15c3-1. This requires the Company to maintain net capital equal to the greater of \$5.000 or 6.67% of the aggreate indebtedness. The ratio of aggregate indebtedness to net capital, both as defined under Rule 15c3-1, shall not exceed 1500%. At December 31, 2025, the Company had net capital of \$34,962,293 which was \$32,091,367 in excess of its required net capital of \$2,870,926. The Company's aggregate indebtedness to net capital percentage was 123.17% at December 31, 2025.

#### Note 10. Related Party Transactions

The Company is under common ownership with Ardea Partners International LLP ("APILLP"), Ardea Services LLC ("ASLLC") and Ardea Capital Partners Management LP ("ACPM"). Effective January 1, 2021, the Company, ASLLC and ACPM entered into a Shared Services Agreement. ASLLC employs the Company's and ACPM's personnel and provides administrative and operations services. APILLP employs their own employees and manages their operations independently.

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

Notes to Financial Statement December 31, 2025

#### Note 10. Related Party Transactions (Continued)

Effective as of September 1, 2017, the Company, APILLP (each, herein referred to as a "Party") and AHLP entered into an agreement with respect to an engagement") that either Party may have entered into or may enter into with a client, whether before, on or after the Effective Date, where one Party (the "Contracting Party") contracts for the "Noncontracting Party") to provide services to the Contracting Party, on an arms-length basis as a contractor and not in any other capacity, including agent, in connection with such Engagement. Pursuant to the agreement, the Company engaged APILLP with respect to certain transactions to assist the Company in providing advisory services to relevant clients. The agreement also provides for APILLP to engage the Company with respect to certain transactions to assist APILLP in providing advisory services to relevant clients.

Effective as of January 1, 2023, the Company and APILLP entered into an agreement whereby APILLP reserves the capacity of, and upon request, makes available to APLP the services of certain APILLP personnel.

The Company reflected a receivable from ACPM at December 31, 2025 in the amount of \$453,399 which is reported as a component of Due from affiliates in the accompanying statement of financial condition. The balance is related to administrative and operational expenses the Company paid on behalf of ACPM.

The Company also incurred expenses and made cash payments to ASLC for certain administrative and operational services, as well as personnel, provided under the terms of their agreement. The Company reflected a liability of \$6.316.565, at December 31, 2025, to ASLLC for these services. The Company also reflected a liability to AHLP, its sole limited partner, at December 31, 2025, in the amount of \$31,908,124. The balance due is primarily related to guaranteed payments. Total due to affiliates at December 31, 2025 was \$38,224,689, while total due from affiliates was \$453,399 as of the same date. Both balances are reported in the accompanying statement of financial condition.

The accompanying financial statement has been prepared records maintained by the Company and, due to certain transactions and agreements with affiliated entities, may not necessarily be indicative of the financial condition that would have existed or the results that would have been obtained from operations had the Company operated as an unaffiliated entity.

#### Note 11. Employee Benefit Plans

Effective January 1, 2020, the Company adopted a safe harbor 401(k) plan (the "Plan") to cover substantially all employees. The Plan provides for voluntary employee contributions up to a dollar limit prescribed by law and the Company also contributes up to 3% of compensation on behalf of all employees and was capped at \$10.500 in 2025.

#### Note 12. Fair Value Measurements

Assets and liabilities measured at fair value are based on one or more of three valuation techniques. The valuation techniques are as follows:

8

{12}------------------------------------------------

Notes to Financial Statement December 31, 2025

#### Note 12. Fair Value Measurements (Continued)

(a) Market approach. Prices and other relevant information generated by market transactions involving identical or comparable assets or liabilities;

(b) Cost approach . Amount that would be required to replace the service capacity of an asset (replacement cost); and

(c) Income approach . Techniques to convert future amounts to a single present amount based on market expectations (including present value techniques, option-pricing and excess earnings models).

The following table presents the Company's fair value hierarchy for those assets measured at fair value on a recurring basis as of December 31, 2025:

|                          |                      |           |           |                              | Valuation |
|--------------------------|----------------------|-----------|-----------|------------------------------|-----------|
| Assets:                  | Level 1              | Level 2 I | Level 3   | Total                        | technique |
| Treasury Bills           | \$ 51,504,421        | မှာ       | S         | \$ 51.504.421                | (a)       |
| Series D Preferred Stock |                      |           | 2.015.550 | 2,015,550                    | (c)       |
| Common Stock Warrants    |                      |           | 202.040   | 202.040                      | (c)       |
| Common Stock             | 879                  |           |           | 879                          | (a)       |
|                          | \$ 51,505,300   \$ - |           |           | \$ 2,217,590   \$ 53,722,890 |           |

All assets have been valued using an income approach, except Level 1 assets, which have been valued using a market approach. The following table describes the valuation techniques used to calculate fair values for assets in Level 3 during the current year.

#### Note 13. Subsequent Events

The Company has performed an evaluation of events that have occurred subsequent to December 31, 2025, through the date of filing of this report. On February 23, 2026, the Company entered into an agreement to surrender one of its leases for office space in New York, NY. Under the terms of the agreement, the Company will pay \$1,446,891. The financial impact of this transaction will be reflected in the Company's 2026 financial statement.


Source: SEC EDGAR via Adviser Search (https://search.stillhousedata.com). Agents: see https://search.stillhousedata.com/llms.txt.
