# STONINGTON DRIVE SECURITIES LLC X-17A-5 (2026-02-27) — Broker-dealer annual report - Company: STONINGTON DRIVE SECURITIES LLC - Form: X-17A-5 - Filed: 2026-02-27 - Period: 2025-12-31 - Accession: 0001699415-26-000001 - CIK: 1699415 - File #: 8-69914 - Type: Broker-dealer - Material weakness: No - Auditor: Ferrara CPA, LLC - Auditor location: Hamilton, NJ - Contact: Thomas Hopkins - Phone: 603-216-8933 - Email: thopkins@foreside.com - Website: foreside.com - Signed by: Dana Pawlicki (Managing Partner / CCO) Original filing: https://www.sec.gov/Archives/edgar/data/1699415/000169941526000001/stopub.pdf --- {0}------------------------------------------------ # Stonington Drive Securities LLC (A wholly owned subsidiary of Stonington Capital Advisors LLC) (SEC I.D. No. 8-69914) Report Pursuant to Rule 17a-5 of The Securities and Exchange Commission *Financial Statements and Supplemental Schedules* As of and for the Year Ended December 31, 2025 (Including Report of Independent Registered Public Accounting Firm) This report is deemed CONFIDENTIAL in accordance with Rule 17a-5(e)(3) under the Securities Exchange Act of 1934. A statement of financial condition is bound separately bas been filed simultaneously herewith as a Public Document. {1}------------------------------------------------ **UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549** 0MB APPROVAL 0MB Number: 3235-0123 Expires: Nov. 30, 2026 Estimated average burden hours per response: 12 # **ANNUAL REPORTS FORM X-17A-5 PART Ill** | SEC FILE NUMBER | |-----------------| **FACING PAGE Information Required Pursuant to Rules 17a-S, 17a-12, and 18a-7 under the Securities Exchange Act of 1934** FILING FOR THE PERIOD BEGINNING 11112025 AND ENDING 1213112025 ---------- ----------- MM/DD/VY MM/DD/ Y Y **A. REGISTRANT IDENTIFICATION** NAME OF FIRM: Stonington Drive Securities LLC TYPE OF REGISTRANT (check all applicable boxes): ii Broker-dealer □ Security-based swap dealer □ Major security-based swap participant D Check here if respondent is also an OTC derivatives dealer ADDRESS OF PRINCIPAL PLACE OF BUSINESS: (Do not use a P.O. box no.) 51 JFK Parkway First Floor West Short Hills (City) (No. and Street) NJ (State) PERSON TO CONTACT WITH REGARD TO THIS FILING 07078 (Zip Code) Thomas Hopkins 603-216-8933 thopkins@foreside.com (Name) (Area Code -Telephone Number) (Email Address) **B. ACCOUNTANT IDENTIFICATION** INDEPENDENT PUBLIC ACCOUNTANT whose reports are contained in this filing\* Ferrara CPA, LLC {Name - if individual, state last, first, and middle name) 100 Horizon Center Blvd, Hamilton, NJ (Address) 12/17/2024 Hamilton (City) 7259 NJ (State) 08691 (Zip Code) T" **of ••~strafo, w;th PCAOBJ(;f appUcable) FOR OFFICIAL USE ONLY (PCAOB Reg,~rntio, Nombec, ;f appUcable)** I \* Claims for exemption from the requirement that the annual reports be covered by the 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-S{e){l){ii), if applicable. **Persons who are to respond to the collection of information contained in this form are not required to respond unless the form** displays a currently valid 0MB control number. {2}------------------------------------------------ ### **OATH OR AFFIRMATION** | I, Dana Pawlicki | | swear (or affirm) that, to the best of my knowledge and belief, the | |----------------------------------------------------------------------------|----|-----------------------------------------------------------------------------------| | financial report pertaining to the firm of Stonington Drive Securities LLC | | as of | | December 31 | 2~ | is true and correct. I further swear (or affirm) that neither the company nor any | | | | | partner, officer, director, or equivalent person, as the case may be, has any proprietary interest in any account classified solely as that of a customer. Title: I Managing Partner/COO Notary Public #### **This filing\*\* contains (check all applicable boxes):** - **l!!i!I** (a) Statement of financial condition. - **l!!i!I** (b) Notes to consolidated statement of financial condition. - **l!!i!I** (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). - **l!!i!I** (d) Statement of cash flows. - **l!!!i** (e) Statement of changes in stockholders' or partners' or sole proprietor's equity. - D (f) Statement of changes in liabilities subordinated to claims of creditors. - **l!!i!I** (g) Notes to consolidated financial statements. - **l!!i!I** (h) Computation of net capital under .17 CFR 240.15c3-1 or 17 CFR 240.18a-1, as applicable. - D (i) Computation of tangible net worth under 17 CFR 240.18a-2. - **lij** (j) Computation for determination of customer reserve requirements pursuant to Exhibit A to 17 CFR 240.15c3-3. - D (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. - D (I) Computation for Determination of PAB Requirements under Exhibit A to§ 240.15c3-3. - **l!!i!I** (m) Information relating to possession or control requirements for customers under 17 CFR 240.15c3-3. - D (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. - D (o) Reconciliations, including appropriate explanations, of the FOCUS Report with computation of net capital or tangible net worth under 17 CFR 240.15c3-1, 17 CFR 240.18a-l, 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. - D (p) Summary of financial data for subsidiaries not consolidated in the statement of financial condition. - **l!!i!I** (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. - D (r) Compliance report in accordance with 17 CFR 240.17a-5 or 17 CFR 240.18a-7, as applicable. - **l!!i!I** (s) Exemption report in accordance with 17 CFR 240.17a-S or 17 CFR 240.18a-7, as applicable. - D (t) Independent public accountant's report based on an examination of the statement of financial condition. - **iii** (u) Independent public accountant's report based on an examination of the financial report or financial statements under 17 CFR 240.17a-5, 17 CFR 240.18a-7, or 17 CFR 240.17a-12, as applicable. - D (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. - **l!!i!I** (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. - D (x) Supplemental reports on applying agreed-upon procedures, in accordance with 17 CFR 240.1Sc3-le 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.l 7a-12(k). D (z) Other:---------------------------------------- - - \*\*To request confidential treatment of certain portions of this filing, see 17 CFR 240.17a-5(e}(3) or 17 CFR 240.18a-7(d)(2}, as applicable. {3}------------------------------------------------ # **Ferrara CPA** I 00 Horizon Center Blvd. Hamilton, NJ **Tel:** 609-865-5391 Fax:609-435-3422 # REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM # To: The Member **Stonington Drive Securities LLC** # **Opinion on the Financial Statements** I have audited the accompanying statement of financial condition of Stonington Drive Securities LLC as of December 31, 2025, and the related statements of operations, changes in member equity and cash flows for the year then ended, that are filed pursuant to Rule 17a-5 under the Securities Exchange Act of 1934 and the related notes ( collectively referred to as the financial statements). In my opinion, the financial statements present fairly, in all material respects, the financial position of Stonington Drive Securities LLC as of December 31, 2025 and its results of 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 Stonington Drive Securities LLC's management. My responsibility is to express an opinion on Stonington Drive Securities LLC' s financial statements based on my audit. I am a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and I am required to be independent with respect to Stonington Drive Securities LLC in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB. I conducted my audit in accordance with the standards of the PCAOB. Those standards require that I 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. My 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. My 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. I believe that my audit provides a reasonable basis for my opinion. {4}------------------------------------------------ # **Supplemental Information** The Schedule I, Computation ofNet Capital Under SEC Rule 15c3-1, Schedule II, Computation for Identification of Reserve Requirements Under SEC Rule 1 Sc3-3 and Information Relating to Possession or Control Requirements Under SEC Rule 15c3-3 ( exemption) has been subjected to audit procedures performed in conjunction with the audit of Stonington Drive Securities LLC's financial statements. The supplemental information is the responsibility of Stonington Drive Securities LLC's management. My 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 my opinion on the supplemental information, I evaluated whether the supplemental information, including its form and content, is presented in conformity with 17 C.F.R. §240. l 7a-5. In my opinion, the Schedule I, Computation of Net Capital Under SEC Rule 15c3-1, Schedule II, Computation for Identification of Reserve Requirements Under SEC Rule 15c3-3 and Information Relating to Possession or Control Requirements Under SEC Rule 15c3-3 (exemption) is fairly stated, in all material respects, in relation to the financial statements as a whole. I have served as Stonington Drive Securities LLC's auditor since 2024. Ferrara CPA Hamilton, New Jersey February 18, 2026 {5}------------------------------------------------ ### STONINGTON DRIVE SECURITIES LLC STATEMENT OF FINANCIAL CONDITION DECEMBER 31, 2025 ## ASSETS | TOT AL ASSETS | \$
75,390 | |------------------|--------------| | Deposit | 2,000 | | Prepaid expenses | 8,850 | | Cash | \$
64,540 | | ASSETS | | ### LIABILITIES AND MEMBER'S EQUITY | LIABILITIES | | |----------------------------------------|--------------| | Accounts payable | \$
13,553 | | TOT AL LIABILITIES | 13,553 | | Commitments and contingencies (Note 5) | | | MEMBER'S EQUITY | 61 ,837 | | TOT AL LIABILITIES AND MEMBER'S EQUITY | \$
75,390 | The accompanying notes are an integral part of these financial statements. {6}------------------------------------------------ ## STONINGTON DRIVE SECURITIES LLC STATEMENT OF OPERATIONS FOR THE YEAR ENDED DECEMBER 31, 2025 **CONFIDENTIAL** | REVENUES | | |----------------------------------------|---------------| | Fee Income | \$
437,475 | | Reimbursed Expenses | 4,472 | | TOT AL REVENUES | 441,947 | | EXPENSES | | | Registered representatives commissions | 390,812 | | Professional fees | 39,384 | | Communications & Technology | 10,119 | | Occupancy | 2,827 | | Regulatory expenses | 3,919 | | Other | 4,472 | | TOT AL EXPENSES | 451,533 | | NET LOSS | \$
(9,586) | The accompanying notes are an integral part of these financial statements. {7}------------------------------------------------ ### STONINGTON DRIVE SECURITIES LLC STATEMENT OF CHANGES IN MEMBER'S EQUITY FOR THE YEAR ENDED DECEMBER 31, 2025 # **CONFIDENTIAL** | MEMBER'S EQUITY, JANUARY 1, 2025 | \$
71,423 | |------------------------------------|--------------| | Net loss | (9,586) | | MEMBER'S EQUITY, DECEMBER 31, 2025 | \$
61,837 | The accompanying notes are an integral part of these financial statements. {8}------------------------------------------------ ### STONINGTON DRIVE SECURITIES LLC STATEMENT OF CASH FLOWS FOR THE YEAR ENDED DECEMBER 31, 2025 # **CONFIDENTIAL** | CASH FLOWS FROM OPERA TING ACTIVITIES:
Net loss | \$
(9,586) | |----------------------------------------------------|---------------| | Changes in operating assets and liabilities: | | | Prepaids | (4,446) | | Accounts payable | 10,458 | | NET CASH USED BY OPERA TING ACTIVITIES | (3,574) | | NET DECREASE IN CASH | (3,574) | | CASH BEGINNING OF YEAR | 68,114 | | CASH END OF YEAR | \$
64,540 | The accompanying notes are an integral part of these fmancial statements. {9}------------------------------------------------ ### STONINGTON DRIVE SECURITIES LLC NOTES TO FINANCIAL STATEMENTS DECEMBER 31, 2025 # **CONFIDENTIAL** #### **1. Organization and Business** Stonington Drive Securities, LLC (the "Company") is a broker-dealer registered with the United States Securities and Exchange Commission ("SEC") and is a member of the Financial Industry Regulatory Authority ("FINRA"). The Company was founded in January 2017, under the laws of the State of Delaware and received approval as a registered broker dealer in August 2017. The Company is a placement agent for private equity sponsors that are raising co-mingled funds and/or equity for private placement transactions. The Company is headquartered in Short Hills, NJ, with offices in New York, NY and Atlanta, Georgia. The Company is wholly owned by Stonington Capital Advisors (the "Parent"), a holding company formed in May 2012 under the laws of Delaware. ## **2. Summary of Significant Accounting Policies Basis of Presentation** These financial statements have been prepared on the accrual basis of accounting in accordance with accounting principles generally accepted in the United States of America (U.S. GAAP). ### **Use of Estimates** The preparation of financial statements requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. #### **Revenue Recognition** The Company recognizes revenue in accordance with ASC 606, revenue from contracts with customers ("TOPIC 606"), ("ASU 2014-09"), as amended, which requires an entity to recognize the amount of revenue to which it expects to be entitled for the transfer of promised goods or services to customers. The Company provides advisory services on mergers and acquisitions **(M&A).** Revenue for advisory arrangements is generally recognized at the point in time that performance under the arrangement is completed (the closing date of the transaction) or the contract is canceled and all performance obligations have been satisfied. However, for certain contracts, revenue is recognized over time for advisory arrangements in which the performance obligations are simultaneously provided by the Company and consumed by the customer. In some circumstances, significant judgment is needed to determine the timing and measure of progress appropriate for revenue recognition under a specific contract. For the year ended December 31, 2025, \$437,475 was point in time. There were no unsatisfied performance obligations at December 31, 2025. {10}------------------------------------------------ ### STONINGTON DRIVE SECURITIES LLC NOTES TO FINANCIAL STATEMENTS DECEMBER 31, 2025 # **CONFIDENTIAL** # **2. Summary of Significant Accounting Policies - Continued Cash** All cash is held by one financial institution and therefore is subject to the credit risk at that financial institution. The Company has not experienced any losses in such accounts and does not believe there to be any significant credit risk with respect to these deposits. #### **Income Taxes** The Company is a single member limited liability company and is treated as a disregarded entity for federal income tax reporting purposes. The Internal Revenue Code ("IRC") provides that any income or loss is passed through to the ultimate beneficial individual member for federal, state and certain local income taxes. Accordingly, the Company has not provided for federal and state income taxes. F ASB provides guidance for how uncertain tax provisions should be recognized, measured, disclosed and presented in the financial statements. This requires the evaluation of the tax positions taken or expected to be taken in the course of preparing the Partnership's tax returns to determine whether the tax positions are "more-likely-than-not" of being sustained "when challenged" or "when examined" by the applicable tax authority. Tax positions not deemed to meet the more-likely-than-not threshold would be recorded as a tax benefit or expense and liability in the current year. For the period at December 31, 2025 management has determined that there are no material uncertain income tax positions. ### **3. Regulatory Requirements** The Company is subject to SEC Uniform Net Capital Rule 15c3-1 under the Securities Exchange Act of 1934, 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. In addition, the Company is required to maintain a minimum net capital, as defined, equal to the greater of \$5,000 or 6.67% of aggregate indebtedness. At December 31, 2025, the Company had net capital of \$50,987 that exceeded the required net capital ofby \$45,987. ### **4. Concentrations** During 2025, 69% of revenues was earned from one customer. As of December 31, 2025, the Company had no accounts receivable from customers. ### **5. Commitments and Contingencies** Pursuant to Securities and Exchange Commission Rule 15c3-l(e)(2) the Company may not authorize distributions to its members if such distributions cause the Company's net capital to fall below 120% of the Company's minimum net capital requirement. As of December 31, 2025 the Company was not in violation of this requirement. {11}------------------------------------------------ ### STONINGTON DRIVE SECURITIES LLC NOTES TO FINANCIAL STATEMENTS DECEMBER 31, 2025 # **CONFIDENTIAL** ## **5. Commitments and Contingencies - Continued** The Company had no lease or equipment rental commitments, no underwriting commitments, no contingent liabilities, and had not been named as a defendant in any lawsuit at December 31, 2025 or during the year then ended. ### **6. Subsequent Events** The Company has evaluated all events or transactions that occurred after December 31, 2025 through the date of these financial statements, which is the date that the financial statements were available to be issued. During this period, there were no material subsequent events requiring disclosure. ### **7. Segment Reporting** Financial Officer, and Chief Operating Officer, collectively referred to as management. Due to the similarities and related nature of the broker-dealer's products, management aggregates and evaluates the broker-dealer's private placement variable annuity contracts, private placement life insurance contracts, and related consulting operations as a single reporting segment, under the umbrella of financial products. The metrics used by management to assess the performance of the Company's operating divisions include revenue, net income, and cash flows from operations. The key metrics are utilized to guide decision making regarding risk assessment, cost management, and forecasting future results. The Company's operating divisions have historically had similar economic characteristics and are expected to have similar economic characteristics and long-term financial performance in future periods. {12}------------------------------------------------ Supplementary Information Pursuant to Rule 17a-5 of the Securities Exchange Act of 1934 As of December 31, 2025 {13}------------------------------------------------ ## STONINGTON DRIVE SECURITIES LLC SUPPLEMENTARY SCHEDULES DECEMBER 31, 2025 # **CONFIDENTIAL** ### COMPUTATION OF NET CAPITAL UNDER RULE 15c3-l OF THE SECURITIES AND EXCHANGE COMMISSION | NET CAPITAL | | |------------------------------------------------------------------|---------------| | Total Member's Equity | \$
61 ,837 | | | | | DEDUCTIONS AND/OR CHANGES | | | Non-allowable assets | 10,850 | | NET CAPITAL | 50,987 | | | | | Less: Minimum net capital requirements at 6 2/3% of | | | aggregate indebtedness (\$5,000 if higher) | 5,000 | | | | | EXCESS NET CAPITAL | \$
45,987 | | | | | AGGREGATE INDEBTEDNESS | | | Accounts Payable | \$
13,553 | | | | | RA TIO OF AGGREGATE INDEBTEDNESS TO NET CAPITAL | .27 to 1 | | | | | | | | STATEMENT PURSUANT TO PARAGRAPH (D)(4) OF RULE 17A-5 | | | No material differences exist in net capital, as reported in the | | | | | Company's Part IIA (unaudited) FOCUS report as of December 31, 2025. {14}------------------------------------------------ #### STONINGTON DRIVE SECURITIES LLC ### Computation for Determination of Reserve Requirements and Information Relating to Possession or Control Requirements Under Rule 15c3-3 of the Securities and Exchange Act of 1934 December 31 , 2025 #### SCHEDULE II The Company does not hold customers' cash or securities and, therefore, has no obligations under SEC Rule 15c3-3 pursuant to Footnote 74 of SEC Release 34-70073 under the Securities Exchange Act of 1934 {15}------------------------------------------------ # **Ferrara CPA** I 00 Horizon Center Blvd. Hamilton, NJ 08691 **Tel:** 609-865-5391 **Fax:** 609-435-3422 ### REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM ### To: The Member **Stonington Drive Securities LLC** I have reviewed management's statements, included in the accompanying Rule 15c3-3 Exemption Statement, in which (1) Stonington Drive Securities LLC (the "Company") stated that the Company does not hold customers' cash or securities on behalf of customers and limits its business to engaging solely in activities permitted for capital acquisition brokers ("CAB") as defined in FINRA's CAB rules and approved for membership in FINRA as a CAB, therefore has no obligations under Rule 15c3-3 under the Securities Exchange Act of 1934 pursuant to Footnote 74 of SEC Release 34-70073. In addition, as a result of the Company's having no obligations under SEC Rule 15c3-3, it may file an Exemption Report and (2) the Company stated that it had no exceptions under SEC Rule 15c3-3 throughout the year ended December 31 , 2025. The Company did not directly or indirectly receive, hold or otherwise owe funds or securities for or to customers, did not carry accounts of or for customers, and did not carry PAB accounts as defined in Rule 15c3-3. Management is responsible for compliance with 17 C.F.R. § 240. 15c3-3 and its statements. My 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 17 C.F.R. § 240. 15c3-3. A review is substantially less in scope than an examination, the objective of which is the expression of an opinion on management's statements. Accordingly, I do not express such an opinion. Based on my review, I am 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 Rule l 5c3- 3 under the Securities Exchange Act of 1934. Ferrara CPA Hamilton, NJ February 18, 2026 {16}------------------------------------------------ # **Stonington Drive Securities LLC Exemption Statement Pursuant to SEC Rule 17a-5 For the Year Ended December 31, 2025** #### STATEMENT OF EXEMPTION FROM SEC RULE 15c3-3 Stonington Drive Securities LLC (the "Company") is a registered broker-dealer subject to Rule l 7a-5 promulgated by the Securities and Exchange Commission (the "SEC"). To the best of its \_ koowl~dge ~11d \_b\_elief, the ~()!}lP~~y states the following: The Company does not hold customers' cash or securities on behalf of customers, limits its business to engaging solely in activities permitted for capital acquisition brokers ("CAB") as defined in FINRA's CAB rules and approved for membership in FINRA as a CAB, therefore has no obligations under Rule 15c3-3 under the Securities Exchange Act of 1934 pursuant to Footnote 74 of SEC Release 34-70073. Further the Company did not directly or indirectly receive, hold or otherwise owe funds or securities for or to customers, did not carry accounts of or for customers, and did not carry PAB accounts as defined in Rule 15c3-3. In addition, as a result of the Company hav~n\$ no obligations under SEC Rule 15c3-3, it may file an Exemption Report. The Company had no exceptions under SEC Rule 15c3-3 throughout the year ended December 31, 2025. Stonington Drive Securities LLC I, Dana Pawlicki, swear (or affirm) that, to my best knowledge and belief, this Exemption Report is true and correct. By: Source: SEC EDGAR via Adviser Search (https://search.stillhousedata.com). Agents: see https://search.stillhousedata.com/llms.txt.