# GRAY OAK CAPITAL, LLC X-17A-5 (2026-03-31) — Broker-dealer annual report - Company: GRAY OAK CAPITAL, LLC - Form: X-17A-5 - Filed: 2026-03-31 - Period: 2025-12-31 - Accession: 0001716623-26-000001 - CIK: 1716623 - File #: 8-70014 - Type: Broker-dealer - Material weakness: No - Auditor: Rubio CPA, PC - Auditor location: Atlanta, GA - Contact: Mark Halvorsen - Phone: 203-987-0015 - Signed by: Mark Halvorsen (CEO) Original filing: https://www.sec.gov/Archives/edgar/data/1716623/000171662326000001/gopub.pdf --- {0}------------------------------------------------ **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 | |-----------------| | 8-70014 | | Information Required Pursuant to Rules 17a-5, 17a-12, and lSa-7 under the Securities Exchange Act of 1934 | FACING PAGE | | | | | | |---------------------------------------------------------------------------------------------------------------------------------------------------------------------------|------------------------------------------------------------|-----------------------------------------|-----------------|--|--|--| | AND ENDING 12/3
FILING FOR THE PERIOD BEGINNING O 1/01 /25
1 /
2 5 | | | | | | | | MM/DD/YY | | | MM/DD/YY | | | | | | A. REGISTRANT IDENTIFICATION | | | | | | | NAME oF FIRM : Gray Oak Capital, LLC | | | | | | | | TYPE OF REG ISTRANT {check all applicable boxes):
C!J Broker-dealer
□ Securit y-based sw ap dealer
□ Check here if respondent is also an OTC derivatives dea ler | | □ Major security-based swap participant | | | | | | ADDRESS OF PRINCIPAL PLACE OF BUSINESS: {Do not use a P.O. box no.) | | | | | | | | 55 Old Field Point Road | | | | | | | | | (No. and Street) | | | | | | | Greenwich | CT | | 06830 | | | | | (City) | (Stat e) | | (Zip Code) | | | | | PERSON TO CONTACT WITH REGARD TO THIS FI LI NG | | | | | | | | Mark Halvorsen | (203) 987-0015
markh@grayoakcapital. com | | | | | | | (Name) | (Area Code - Telephone Number) | | (Email Address) | | | | | | B. ACCOUNTANT IDENTIFICATION | | | | | | | INDEPENDENT PUBLIC ACCOUNTANT whose reports are contained in t his f iling*
Rubio CPA, PC | | | | | | | | | (Name - if individual, state last, first, and middle name) | | | | | | | 3500 Lenox Rd, NE Suite 1500 Atlanta | | GA | 30326 | | | | | (Address)
5/5/09 | (City) | (State)
3514 | (Zip Code) | | | | | | FOR OFFICIAL USE ONLY | | | | | | \* Claims for exemption from the requirement that t he annua l reports be covered by the reports of an independent public accou ntant must be supported by a st atement of facts and circumst ances relied on as t he basis of t he exempt ion. See 17 CFR 240.17a-S(e)(l)(ii), if applica ble. **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.** {1}------------------------------------------------ #### OATH **OR AFFIRMATION** | I, Mark Halvorsen | | | | | swear (or affirm) that, to the best of my knowledge and belief, the | |------------------------------------------------------------------|----|-----------------------------------------------------------------------------------|--|--|---------------------------------------------------------------------| | financial report pertaining to the firm of Gray Oak Capital, 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. Signature: Title: CEO #### **This filing•• contains (check all applicable boxes):** - Iii (a) Statement of financial condition. - Iii (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 appropriate exp la nations, of the FOCUS Report with computation of net capita I or tangible 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. - Iii (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. - Iii (s) Exemption report in accordance with 17 CFR 240.17a-5 or 17 CFR 240.18a-7, as applicable. - Iii (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 report or 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. - Iii (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). □ (z) other: \_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_ \_ - - \*\*To request confidential treatment of certain portions of this filing, see 17 CFR 240.17a-5(e}(3} or 17 CFR 24O.18a-7(d}(2), as applicable. {2}------------------------------------------------ # **GRAY OAK CAPITAL, LLC** Statement of Financial Condition December 31 , 2025 With Report of Independent Registered Public Accounting Firm PUBLIC DOCUMENT {3}------------------------------------------------ #### **GRAY OAK CAPITAL, LLC** | CONTENTS: | | |---------------------------------------------------------|-----| | REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM | | | FINANCIAL STATEMENT: | | | Statement of Financial Condition | 2 | | Notes to Financial Statement | 3-5 | | | | {4}------------------------------------------------ # **RUBIO CPA, PC** CERTIFIED PUBLIC ACCOUNTANTS 3500 Lenox Road NE Suite 1500 Atlanta, GA 30326 770-690-8995 ### **REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM** To the Members of Gray Oak Capital, LLC #### Opinion on the Financial Statement We have audited the accompanying statement of financial condition of Gray Oak Capital, LLC (the "Company") as of December 3 I, 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 the Company 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 the Company's management. Our responsibility is to express an opinion on the Company'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 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 statement is 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 to 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 the Company's auditor since 2022. March 3 I, 2026 Atlanta, Georgia ![](_page_4_Picture_13.jpeg) {5}------------------------------------------------ #### **Gray Oak Capital, LLC** #### Statement of Financial Condition December 31 , 2025 Assets | Cash
Accounts receivable
Prepaid expenses and deposits | | 144,670
355,411
12,603 | |------------------------------------------------------------------------------------------------------|----|------------------------------------| | Total Assets | \$ | 512,684 | | Liabilities and Members' Equity | | | | Liabilities | | | | Accounts payable and accrued expenses
Commissions payable
Deferred revenue
Due to affiliate | \$ | 1,755
319,870
5,000
8,075 | | Total Liabilities | | 334,700 | | Members' Equity | | 177,984 | | Total Liabilities and Members' Equity | \$ | 512,684 | See accompanying notes. **PUBLIC DOCUMENT** {6}------------------------------------------------ #### **1. ORGANIZATION AND NATURE OF BUSINESS** Gray Oak Capital, LLC (the "Company") was organized in Delaware in February 2017. The Company is a securities broker-dealer registered with the Securities and Exchange Commission ("SEC") and a member of the Financial Industry Regulatory Authority ("FINRA"), since April 2019. As a limited liability company, the members' liability is limited to their investment. #### **2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES** #### **Presentation** The accompanying financial statements have been prepared on an accrual basis in accordance with accounting principles generally accepted in the United States of America ("US GAAP"). #### **Use of Estimates** The preparation of financial statements in conformity with US GAAP requires management to make estimates and assumptions that affect certain reported amounts of assets and liabilities at the date of the financial statements, as well as their related disclosures. Such estimates and assumptions also affect the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. #### **Cash** The Company maintains its bank accounts in high credit quality financial institutions. The balances at times may exceed federally insured limits. #### **Income Taxes** The Company is treated as a partnership for federal income tax purposes and as such does not incur federal income taxes. Instead, its earnings and losses are included in the Federal tax returns of its members and are taxed depending on the members' tax situations. However, the Company is subject to the Connecticut passthrough entity-tax based on its Connecticut sourced income. The Company adopted Accounting Standards Codification ("ASC") 740 which clarified the accounting and disclosures for uncertain tax positions related to income taxes recognized in the financial statements and addresses the determination of whether tax benefits claimed or expected to be claimed on a tax return should be recorded in the financial statements. The Company did not have unrecognized tax benefits as of December 31 , 2025 and does not expect this to change significantly over the next twelve months. The Company will recognize interest and penalties accrued on unrecognized tax benefits as a component of income tax expense. As of December 31 , 2025, the Company had no uncertain tax positions. #### **Accounts Receivable** Accounts receivable are non-interest-bearing uncollateralized obligations receivable in accordance with the terms agreed upon with each customer. The Company regularly reviews its accounts receivable for any uncollectible amounts. The review for uncollectible amounts is based on an analysis of the Company's collection experience, customer credit worthiness, and current economic trends. Based on managements review, no allowance for credit losses is considered to be necessary as of December 31, 2025. {7}------------------------------------------------ #### **Gray Oak Capital, LLC** Notes to Financial Statement December 31 , 2025 #### **3. RELATED PARTY TRANSACTIONS** The Company has an expense sharing agreement with an affiliated entity for personnel, occupancy, and certain general and administrative expenses provided to the Company. The Company's share of expenses is calculated based on estimated usage. Approximately \$3,075 of the balance due to affiliate on the accompanying statement of financial condition arose from this agreement. The affiliate assigned a receivable from the Company in the amount of \$11,869 to one of the Company's members for amounts owed to the affiliate arising from expenses allocated to the Company under the expense sharing agreement. This receivable was forgiven by the member and has been recorded as a capital contribution by the Company. During 2025, the affiliate informally extended a loan to the Company that is non-interest bearing and does not have a maturity date. Approximately \$5,000 of the balance due to affiliate on the accompanying statement of financial condition arises from this informal loan. Financial position and results of operations could differ if these related party transactions did not exist. #### **4. REGULATORY REQUIREMENTS** The Company, as a registered broker-dealer in securities, is subject to the Securities and Exchange Commission Uniform Net Capital Rule (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 \$129,840 which was \$29,840 in excess of its required net capital of \$100,000. At December 31 , 2025, the percentage of aggregate indebtedness to net capital was 254%. #### **5. CONTINGENCIES** The Company is subject to litigation in the normal course of business. The Company has no litigation in progress at December 31, 2025. #### **6. SEGMENT REPORTING** The Company's chief operating decision maker is its chief executive officer. The Company has one reportable segment: investment banking. The accounting policies of the investment banking segment are the same as those described in the summary of significant accounting policies. The chief operating decision maker assesses performance for the investment banking segment and decides how to allocate resources based on net income or loss. Additionally, the chief operating decision maker uses excess net capital (see Note 4 ), 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 constitutes a single operating segment and therefore, a single reportable segment, because the chief operating decision maker manages the business activities using information of the Company as a whole. #### **7. SUBSEQUENT EVENTS** Management has performed an evaluation of events that have occurred subsequent to December 31 , 2025, and through the date these financial statements were issued. {8}------------------------------------------------ Notes to Financial Statement December 31 , 2025 #### **8. NET LOSS** The Company incurred a loss for 2025 and was dependent upon capital contributions from its members for working capital and net capital. The Company's members have represented that they intend to make capital contributions as needed to ensure the Company's survival through at least one year from the date of the independent registered public accounting firm's report. Management expects the Company to continue as a going concern and the accompanying financial statements have been prepared on a going-concern basis without adjustments for realization in the event that the Company ceases to continue as a going concern. #### **9. CONCENTRATIONS** Approximately 93% of accounts receivable at December 31, 2025 is due from two customers. {9}------------------------------------------------ # **RUBIO CPA, PC** CERTIFIED PUBLIC ACCOUNTANTS 3500 Lenox Road NE Suite 1500 Atlanta, GA 30326 770-690-8995 ### **REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM** To the Members of Gray Oak Capital, LLC We have reviewed management's statements included in the accompanying Broker Dealers Annual Exemption Report in which (I) Gray Oak Capital, LLC did not claim an exemption from Rule 15c3-3 in reliance upon Footnote 74 of the 2013 Release, (2) Gray Oak Capital, LLC stated that it conducted investment banking activities throughout the year ended December 31, 2025, without exception and (3) Gray Oak Capital, LLC stated that Gray Oak Capital, LLC met the identified conditions for such reliance throughout the most recent fiscal year without exception. Gray Oak Capital, LLC's management is responsible for compliance with the exemption provisions 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 Gray Oak Capital, 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 management's 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 Footnote 74 of the 2013 Release. March 3 I, 2026 Atlanta, GA **~C&** Rubio CPA,>~ {10}------------------------------------------------ #### **EXEMPTION REPORT SEA RULE 17a-5(d)(4)** February 9, 2026 **Rubio CPA, P.C.** 3500 Lenox Road NE Suite 1500 Atlanta, Georgia 30326 To Whom It May Concern: We, as members of management of Gray Oak Capital, LLC (the "Company") are responsible for complying with Rule 17a-5, "Reports to be made by certain brokers and dealers". We have performed an evaluation of the Company's compliance with the requirements of Rule 17a-5 and the exemption provisions in Rule 15c3-3(k) (the "exemption provisions ") and of the 2013 Release adopting amendments to Rule 17a-5, including Footnote 74 of the 2013 Release. We have determined that the Company does not meet any of the exemption conditions of paragraph (k) of Rule 15c3-3 (i.e., paragraph (k)(l), (k)(2)(i) or (k)(2)(ii) but also (1) does not directly or indirectly receive, hold or otherwise owe funds or securities for or to customers, other than money or other consideration received and promptly transmitted in compliance with paragraph (a) or (b)(2) of Exchange Act Rule 15c2-4 ("Rule 15c2-4"); (2) does not carry accounts of or for customers; and (3) does not carry PAB accounts (as defined in Rule 15c3-3) and therefore is covered by Footnote 74 of the 2013 Release. Accordingly, based on our evaluation we make the following statements to the best knowledge and belief of the Company: - 1. We reviewed the provisions of Rule §15c3-3 and related guidance stated in the SEC Staffs FAQ and confirmed that the Company relied on Footnote 74 of the 2013 Release. - 2. The Company conducted investment banking activities throughout the year ended December 31, 2025 without exception . - 3. The Company met the identified conditions for such reliance throughout the period January 1, 2025 to December 31, 2025 without exception. Signed: \_\_\_\_\_\_\_\_\_\_\_\_\_ \_ • Name: Mark Halvorsen Title: CEO Source: SEC EDGAR via Adviser Search (https://search.stillhousedata.com). Agents: see https://search.stillhousedata.com/llms.txt.