# STARTENGINE PRIMARY LLC X-17A-5 (2026-03-02) — Broker-dealer annual report - Company: STARTENGINE PRIMARY LLC - Form: X-17A-5 - Filed: 2026-03-02 - Period: 2025-12-31 - Accession: 0001725012-26-000002 - CIK: 1725012 - File #: 8-70060 - Type: Broker-dealer - Material weakness: No - Auditor: Haynie & Company - Auditor location: Salt Lake City, UT - Contact: Hunter Strassman - Phone: 516-382-3479 - Email: hunter@startengine.com - Website: startengine.com - Signed by: Howard Marks (CEO) Original filing: https://www.sec.gov/Archives/edgar/data/1725012/000172501226000002/startengineaudit.pdf --- {0}------------------------------------------------ StartEngine Primary LLC Financial Statements December 31, 2025 {1}------------------------------------------------ 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 | SFC FILE NUMBER | | |-----------------|--| #### FACING PAGE Information Required Pursuant to Rules 17a-5, 17a-12, and 18a-7 under the Securities Exchange Act of 1934 \_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_ FILING FOR THE PERIOD BEGINNING 01/01/2025 MM/DD/YY MM/DD/YY A. REGISTRANT IDENTIFICATION NAME OF FIRM: StartEngine Primary LLC TYPE OF REGISTRANT (check all applicable boxes): [ ] Security-based swap dealer Broker-dealer O Check here if respondent is also an OTC derivatives dealer ADDRESS OF PRINCIPAL PLACE OF BUSINESS: (Do not use a P.O. box no.) 4100 W Alameda Ave, Suite 300 (No. and Street) Burbank CA 91505 (City) (State) (Zip Code) PERSON TO CONTACT WITH REGARD TO THIS FILING Hunter Strassman 516-382-3479 Hunter@startengine.com (Name) (Area Code - Telephone Number) (Email Address) B. ACCOUNTANT IDENTIFICATION INDEPENDENT PUBLIC ACCOUNTANT whose reports are contained in this filing\* Haynie & Company (Name - if individual, state last, first, and middle name) 1785 West 2320 South Salt Lake City 84119 (Address) (City) (State) (Zip Code) 10/20/2003 457 (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. {2}------------------------------------------------ #### OATH OR AFFIRMATION I. Howard Marks , swear (or affirm) that, to the best of my knowledge and belief, the financial report pertaining to the firm of StartEngine Primary LLC as of 12/31 , 2 025 partner, officer, director, or equivalent person, as the case may be, has any proprietary interest in any account classfied solely as that of a customer. ![](_page_2_Figure_5.jpeg) #### This filing \*\* contains (check all applicable boxes): - = (a) Statement of financial condition. - [ (b) Notes to consolidated statement of financial condition. - | | 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. - O (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 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. - | | | Oath or affirmation in accordance with 17 CFR 240.17a-5, 17 CFR 240.17a-12, or 17 CFR 240.18a-7, as applicable. - |r) Compliance report in accordance with 17 CFR 240.17a-5 or 17 CFR 240.18a-7, as applicable. - [ (s) Exemption report in accordance with 17 CFR 240.17a-5 or 17 CFR 240.18a-7, as applicable. - [ {t) Independent public accountant's report based on an examination of the statement of financial condition. - | | | 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. - | | |ndependent 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). - □ (z) Other: \*\* To request confidential treatment of certain portions of this filing, see 17 CFR 240.17a-5(c)(2), as applicable. Signature: Howard Marks Title: CEO {3}------------------------------------------------ | JURAT ATTACHMENT | | | | | |----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|--|--|--|--| | A notary public or other officer completing this certificate verifies only the individual who signed
the document to which this certificate is attached, and not the truthfulness, accuracy, or validity of that
document. | | | | | | Texas
STATE OF | | | | | | Harris
COUNTY OF | | | | | | Document Notarized using a Live Audio-Video Connection | | | | | | The foregoing instrument was subscribed and sworn before me this date of
02/24/2026_, by _Howard Marks | | | | | | This notarial act was an online notarization. | | | | | | AMBER BERENICE PEREZ
ELECTRONIC NOTARY PUBLIC
STATE OF TEXAS
NOTARY ID: 133671926
COMISSION EXP: MAR 29, 2026 | | | | | | (Notary Seal) | | | | | | Notary's Signature_Amber Berenice Peres | | | | | | Registration No.: _133671926 | | | | | | Commission Expiration Date: March 29, 2026 | | | | | | | | | | | {4}------------------------------------------------ # Table of Contents | Report of Independent Registered Public Accounting Firm | | |--------------------------------------------------------------------------------|--| | Statement of Financial Condition | | | Statement of Operations | | | Statement Changes in Member's Equity | | | Statement of Cash Flows | | | Notes to Financial Statements | | | Schedule I - Net Capital Computation | | | Schedule II - Determination of Reserve Requirements | | | Schedule III - Information Relating to Possession or Control Requirements | | | Compliance Report | | | Independent Registered Public Accounting Firm's Report on Compliance Report 19 | | {5}------------------------------------------------ ![](_page_5_Picture_0.jpeg) REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM To the Board of Directors and Member of StartEngine Primary, LLC #### Opinion on the Financial Statements We have audited the accompanying statement of financial condition of StartEngine Primary, LLC as of December 31, 2025, the related statements of operations, changes in member's equity, and cash flows for the year then ended, and the related notes (collectively referred to as the "financial statements"). In our opinion, the financial statements present fairly, in all material respects, the financial position of StartEngine Primary, LLC as of December 31, 2025, and the results of its operations and its cash flows for the year then ended in conformity with accounting principles generally accepted in the United States of America. #### Basis for Opinion These financial statements are the responsibility of StartEngine Primary, LLC's management. Our responsibility is to express an opinion on StartEngine Primary, LLC'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 StartEngine Primary, LLC in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and the PCAOB. We conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. Our audit included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audit also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audit provides a reasonable basis for our opinion. #### Auditor's Report on Supplemental Information Schedule I - Net Capital Computation, Schedule II - Determination of Reserve Requirements Under Rule 15c3-3(e) of the Securities and Exchange Commission, and Schedule III - Information Relating to Possession or Control Requirements Under Rule 15c3-3(b) of the Securities and Exchange Commission (supplemental information) have been subjected to audit procedures performed in conjunction with the audit of StartEngine Primary, LLC's financial statements. The supplemental is the responsibility of StartEngine Primary, LLC's management. Our audit procedures included determining whether the supplemental information reconciles to the financial statements or the underlying and other records, as applicable, and performing procedures to test the completeness and accuracy of the information presented information. In forming our opinion on the supplemental information, we evaluated whether the supplemental information, including its form and content, is presented in conformity with 17 C.F.R. §240.17a-5. In our opinion, the supplemental information is fairly stated, in all material respects, in relation to the financial statements as a whole. Haynie Salt Lake City, Utah March 2, 2026 We have served as StartEngine Primary, LLC's auditor since 2023. {6}------------------------------------------------ #### Statement of Financial Condition # As of December 31, 2025 | | | December 31,
2025 | |---------------------------------------|---|----------------------| | Assets | | | | Current assets: | | | | Cash | S | 7,208,450 | | Restricted cash | | 3,800,500 | | Accounts receivable, net of allowance | | 965,766 | | Other current assets | | 112,028 | | Total current assets | | 12,086,744 | | Investments - warrants | | 54,021 | | Investments - stock | | 8,880,358 | | Total assets | S | 21,021,123 | | Liabilities and Member's Equity | | | | Current liabilities: | | | | Accounts payable | S | 36,683 | | Accrued liabilities | | 1,059.919 | | Customer deposits | | 2,807,645 | | Due to related party | | 760,513 | | Total current liabilities | | 4,664,760 | | Total liabilities | | 4,664,760 | | Commitments and contingencies | | | | Member's Equity | | 16,356,363 | | Total stockholders' equity | | 16,356,363 | | Total liabilities and member's equity | S | 21,021,123 | | | | | {7}------------------------------------------------ # Statement of Operations #### For the year ended December 31, 2025 | Revenues | S | 12,786,060 | |-------------------------------------------------|-----------|------------| | Cost of revenues | | 3,627,040 | | Gross profit | | 9,159,020 | | Operating expenses: | | | | General and administrative | | 1,751,156 | | Sales and marketing | | 900,516 | | Research and development | | 679,252 | | Total operating expenses | | 3,330,924 | | Operating income | | 5,828,096 | | Other expense (income), net: | | | | Other expense (income), net | | (15,683) | | Impairment in value of shares received for fees | | 1,725,171 | | Total other expense (income), net | 1,709,488 | | | Income before provision for income taxes | 4,118,608 | | | Provision for income taxes | | | | Net Income | | 4,118,608 | {8}------------------------------------------------ # Statement Changes in Member's Equity For the year ended December 31, 2025 | 5,067,411 | |------------| | 7,170,344 | | 4,118,608 | | 16,356,363 | | | {9}------------------------------------------------ #### Statement of Cash Flows # For the year ended December 31, 2025 | | | Year Ended December 31, | | |----------------------------------------------------------------------------------|---|-------------------------|--| | | | 2025 | | | Cash flows from operating activities: | | | | | Net income | S | 4,118,608 | | | Adjustments to reconcile net income to net cash provided by operating activites: | | | | | Bad debt expense | | 156,392 | | | Fair value of Securities received for fees | | (1,809,961) | | | Impairment in value of shares received for fees | | 1,725,171 | | | Changes in operating assets and liabilites: | | | | | Accounts receivable | | (241,499) | | | Other current assets | | 204,920 | | | Accounts payable | | (42,093) | | | Accrued liabilities | | 123,695 | | | Customer deposits | | 558,393 | | | Due to related party | | 377,963 | | | Net cash provided by operating activities | | 5,171,589 | | | Cash flows from investing activities: | | | | | Net cash (used in) provided by investing activities | | | | | Cash flows from financing activities: | | | | | Net cash provided by financing activities | | | | | Increase in cash and cash equivalents | | 5,171,589 | | | Cash and cash equivalents, beginning of penod | | 5,837,361 | | | Cash and cash equivalents, end of period | S | 11,008,950 | | | | | | | | Supplemental disclosures of cash flow information: | | | | | Cash paid for interest | S | | | | Cash paid for income taxes | S | | | | Impaiment of Investments | S | 1,725,171 | | | Non cash investing & financing activities | | | | | Transfer of Monogram securities to other receivables | S | 448.484 | | | Transfer of securities from StartEngine Crowdfunding | S | 7,170,344 | | | | | | | {10}------------------------------------------------ ### Notes to Financial Statements #### Note 1: Organization and Basis of Presentation #### Organization StartEngine Primary LLC (the "Company") was formed in Delaware as a sole member limited liability company on October 12, 2017. The Company is licensed by the Financial Industry Regulatory Authority (FINRA) as a brokerdealer in financial securities. It acts as an intermediary between buyers and sellers of financial securities. #### Basis of Presentation The accompanying financial statements are prepared in accordance with generally acceptable accounting principles in the United States of America ("GAAP"). ### Note 2: Summary of Significant Accounting Policies #### Cash Equivalents For the purposes of the statement of cash flows, the Company considers all short-term debt securities purchased with a maturity of three months or less to be cash equivalents. #### Investments Marketable securities owned by the Company are accounted for at market value, with market value based on current published market prices. At each reporting period, to estimate fair value of these investments management performs procedures such as evaluating subsequent investment rounds, current financial information available, press releases, etc. If there were no additional investment rounds, the Company will estimate impairment for held shares at 33%, performed annually. The resulting charge is the difference between cost and market (or fair value) during the period is included in income. Warrants owned by the company are subject to Black Scholes valuation which is updated every year at year end. Any change in value of the warrants is recognized as a gain or loss on the financial statements. {11}------------------------------------------------ #### Income Tax Provision The Company, with the consent of its Members, has elected to be an LLC. LLCs provide that the Members rather than the Company, is subject to tax on the Company's taxable income. Therefore, no provision or liability for Federal Income Taxes is included in these financial statements. The State of California has similar regulations, although there exists a provision for a minimum Franchise Tax and a gross receipts tax. The Company files a consolidated tax return and no income tax provision is being accounted for. The Company is subject to audit by the taxing agencies for years ending December 31, 2023, 2024 and 2025. ### Use of Estimates The preparation of financial statements in conformity with U.S. GAAP requires management to make certain estimates and assumptions that affect the reported amounts of assets and liabilities, and the reported amount of expenses during the reporting periods. Significant estimates include the value of marketable securities, the value of stock and warrants received as compensation and collectability of accounts receivable. Actual results could materially differ from these estimates. It is reasonably possible that changes in estimates will occur in the near term. #### Fair Value of Financial Instruments ASB ASC 820 defines fair value, establishes a framework for measuring fair value, and establishes a fair value hierarchy which prioritized the inputs to valuation techniques. 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 liability or, in the absence of a principal market, the most advantageous market for the asset of liability. 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 fair value hierarchy prioritizes the inputs to valuation techniques used to measure fair value into three broad levels: Level 1 inputs are quoted prices (unadjusted) in active markets for identical assets or liabilities the Company has the ability to access. Level 2 inputs are inputs (other than quoted prices included within Level 1) that are observable for the asset or liability, either directly or indirectly. Level 3 are unobservable inputs for the asset or liability and rely on management's own assumptions about the assumptions that market participants would use in pricing the asset or liability. (The unobservable inputs should be developed based on the best information available in the circumstances and may include the Company's own data.) Following is description of the valuation methodologies used for assets measured at fair value. {12}------------------------------------------------ Stocks: Unrestricted quoted market price at major stock markets Warrants: Black-Scholes analysis, conducted annually Level 3 Stock: Repriced annually based on subsequent investment rounds. If no subsequent investment rounds, impair the value of the stock by 33% The methods described above may produce a fair value calculation that may not be indicative of net realizable value or reflective of future fair values. Furthermore, while the Company believes its valuation methods are appropriate and consistent with other market participants, the use of different methodologies or assumptions to determine the fair value of certain financial instruments could result in a different fair value measurement at the reporting date. The following table sets forth by level, within the fair value hierarchy, the Company's assets at fair value as of December 31, 2025: ![](_page_12_Figure_3.jpeg) The following table presents additional information about transfers in and out of Level 3 assets measured at fair value for the year ended December 31, 2025 as it relates to Investments - warrants and Investments - common shares: | | Investments-
Warrants | | |----------------------------------|--------------------------|---------| | | | | | Fair value at December 31, 2024 | S | 60.104 | | Receipt of warrants | | | | Change in fair value of warrants | | (6.083) | | Fair value at December 31, 2025 | | 54.021 | | | Investments- | | |----------------------------------|--------------|--------------| | | | Common stock | | Fair value at December 31, 2024 | S | 1.804.529 | | Receipt of stock | | 1.809.961 | | Transfer of stock via member | | | | contribution | | 7.170.344 | | Transfer of shares to receivable | | (185,200) | | Change in fair value of stock | | (1,725,171) | | Fair value at December 31, 2025 | | 8.874.463 | {13}------------------------------------------------ The following range of variables were used in valuing Level 3 warrant assets during the year ended December 31, 2025: | | 2025 | | |-------------------------|------------------|-----| | Expected life (years) | .17 - 3.08 | | | Risk-free interest rate | 3.73 - 3.73 % | | | Expected volatility | 75.0 - 160.0 % | | | Annual dividend yield | | 0 % | | Underlying share values | \$ 0.43-52.50 | | | Strike Prices | \$ 0.30-\$100.00 | | For common stock received, the Company will assess the fair value of each issuer's stock annually. If an issuer has conducted a subsequent round of fundraising, the Company will value the stock held at the value of the current issue price per share. If there has not been an investment round held in the current year, the company will impair the value of the held shares by 33% to estimate any market changes that may have occurred throughout the year. As of December 31, 2025, the Company had \$1,725,171 of write down expense. ## Accounts Receivable and Allowance for Doubtful Accounts Accounts receivables are recorded at the invoiced amount and are non-interest-bearing. Bad debt expense for year ended December 31, 2025 was \$156,392. The Company maintains an allowance for doubtful accounts to reserve for potential uncollectible receivables. The allowance for doubtful accounts as of December 31, 2025 was \$0. The Company reserves any accounts receivable outstanding by more than 30 days and will write off any invoices that are uncollectable after 90 days outstanding. ### Revenue Recognition The Company accounts for revenue in accordance with ASC 606, Revenue from Contracts with Customers. ASC 606 contains a framework for analyzing potential revenue transactions by identifying the contract with a customer, identifying the performance obligations in the contract, determining the transaction price, allocating the transaction price to the performance obligations in the contract, and recognizing revenue when (or as) the Company satisfies a performance obligation. The Company recognizes revenues from Regulation Crowdfunding platform fees at an agreed-upon rate. In 2025 the rate was a percentage of the capital raised. Platform fees are paid to the Company from customers' escrow accounts. For certain Regulation A and Regulation Crowdfunding offerings, the Company earns a portion of its platform fees in warrants {14}------------------------------------------------ or shares. The grant date fair values of shares and warrants received are recognized as revenue when earned. The Company's performance obligations are satisfied as services are rendered throughout the duration of the campaign. The Company includes in its agreements with its issuers that a minimum amount of capital must be raised before disbursement can be considered. Additionally, the issuer and the Company reserve the right to cancel the raise before disbursement occurs with written notice. If the issuance is cancelled, investors will be refunded in full by the escrow agent without interest. The Company also provides other ancillary bundled professional services, which are recognized as such services are rendered. In all instances, as a practical expedient, the Company does not adjust the transaction price for the effects of a significant financing component if, at contract inception, the period between customer payment and the transfer of goods or services is expected to be one year or less. ### Recently Adopted Accounting Pronouncements In January 2025, the FASB issued ASU 2025-01, Income Statement-Reporting Comprehensive Income-Expense Disaggregation Disclosures (Subtopic 220-40): Clarifying the Effective Date. This update clarifies the effective date of ASU 2024-03, which requires public business entities to provide disaggregated disclosures of certain income statement expense captions. ASU 2025-01 specifies that the requirements are effective for annual reporting periods beginning after December 15, 2026, and interim periods within annual periods beginning after December 15, 2027; early adoption is permitted. The adoption of ASU 2025-01 will not have a material effect on the Company's financial statements. ### Operating Segments and Related Disclosures We manage our Company as one reportable operating segment, our Company operates as a broker dealer providing Regulation A and Regulation Crowdfunding offerings to clients. The segment information aligns with how the Company's Chief Operating Decision Maker ("CODM") reviews and manages our business. The Company's CODM is the Company's Chief Executive Officer. Financial information and annual operating plans and forecasts are prepared and reviewed by the CODM at an entity level. The CODM assesses performance for the broker-dealer segment and decides how to better allocate resources based on revenue that is reported on the Statements of Operations. The Company's objective in making resource allocation decisions is to optimize the financial results. The accounting policies of our broker-dealer segment are the same as those described in the summary of significant accounting policies herein. For single reportable segment-level financial information, total assets, and significant non-cash transactions, see Financial Statements {15}------------------------------------------------ #### Note 3: Cash and Restricted Cash The following table provides a reconciliation of cash and restricted cash reported within the statement of financial condition with the total of the same amounts presented in the statement of cash flows. | Cash and cash equivalents | 7,208,450 | |----------------------------------------------------------------------|---------------| | Cash segregated in accordance with Federal regulations - customers | 3.800.500 | | Total Cash and restricted cash shown in the statements of cash flows | \$ 11,008,950 | #### Note 4: Cash Segregated In Accordance With Federal Regulations The Company is required by Rule 15c3-3 of the Securities and Exchange Commission to maintain a cash reserve with respect to customers' transactions and credit balances, on a settlement date basis. Such a reserve is computed weekly using a formula provided by the rule and the reserve account must be separate from all other bank accounts of the Company. The required reserve as of December 31, 2025 was calculated to be \$2,807,645. The Company had \$3,800,500 cash on deposit in the reserve account, which was \$992,855 more than the amount required. #### Note 5: Related Party Activity The Company has an expense sharing agreement with StartEngine Crowdfunding, Inc ("the Parent Company") as per SEA Rule 15c3-1 which states, "Every broker or dealer must at all times have and maintain net capital no less than the greater of the highest minimum requirement applicable to its ratio requirement... or to any of its activities ... and must otherwise not be "insolvent"." As part of the normal course of business, the Parent Company incurs expenses for the entire business, of which a portion is allocatable to the Company. In an effort to more accurately calculate the Company's net capital calculation, a portion of the monthly expenses from the Parent Company will be allocated to the Company based on the total revenue earned by the Company as a percentage of the gross revenue for the month. For the year ended December 31, 2025, the Company allocated \$5,230,836 of expense from the Parent Company to the Company. In 2025, the Company received a transfer of stock held by the parent entity of \$7,170,344 which represents the value of the equity received. This transfer occurred as the Company shifted all issuances to the broker-dealer entity and determined that the Company should carry the assets going forward. The Company determined the value of the asset by conducting its review of fair value of assets held and impaired by 33% per subsequent year at time of review per the Company's policy on level 3 investments. {16}------------------------------------------------ For the year ended December 31, 2025, the Company had \$760,513 due to the Parent Company. ## Note 6: Net Capital Requirements The Company is subject to the uniform net capital requirements of Rule 15c3-1 of the Securities and Exchange Act, as amended, which requires the Company to maintain, at all times, sufficient liquid assets to cover indebtedness. In accordance with the Rule, the Company is required to maintain defined minimum net capital of the greater of \$250,000 or 2% of aggregate indebtedness from the Customer Reserve Calculation. The amount of aggregate debts on December 31, 2025 was \$0. At December 31, 2025, the Company had net capital, as defined, of \$6,344,190, which exceeded the required minimum net capital of \$250,000 by \$6,094,190. ## Note 7: Concentration of Credit Risks The Company is engaged in various trading and brokerage activities whose counterparties primarily include broker/dealers, banks, and other financial institutions. In the event counterparties do not fulfill their obligations, the Company may be exposed to risk. The risk of default depends upon the creditworthiness of the counterparty or issuer of the instrument. To mitigate the risk of loss, the Company maintains its accounts with credit-worthy customers and counterparties. The Company maintains its cash with a major financial institution located in the United States of America which it believes to be creditworthy. Balances are insured by the Federal Deposit Insurance Corporation up to \$250,000. At times, the Company's cash balances may exceed federally insured limits. As of December 31, 2025, uninsured cash balances totaled \$6,926,675 ### Note 8: Concentration of Revenue The Company operates as a FINRA-registered broker-dealer and provides brokerage services to a diverse client base. During the year ended December 31, 2025, no individual client accounted for 10% or more of the Company's total revenue. Management monitors client concentration risk on an ongoing basis and seeks to mitigate such risk through diversification of the Company's client base. ### Note 9: Carrying Broker-Dealer During the second quarter of 2022, the Company began acting as a carrying broker-dealer and carrying customer cash in accounts maintained by the Company. Customer cash and funds generated through the use of customer securities are maintained in accordance with Securities Exchange Act Rule 15c3-3, including the requirement to maintain a reserve for the benefit of customers. ### Note 10: Payables to Customers {17}------------------------------------------------ Accounts payable to customers as of December 31, 2025 consist primarily of customer cash balances. Customer cash balances are maintained in segregated accounts in compliance with applicable regulatory requirements. Customers deposit funds into brokerage accounts for use in purchasing securities in primary issuances or secondary market transactions on the Company platform. Customer account statements are issued monthly, and customer funds are payable on demand. As of December 31, 2025, accounts payable to customers totaled \$2,807,645. ### Note 11: Commitments and Contingencies In the normal course of business, litigation and regulatory matters may arise for the Company. As of issuance, the Company is currently not involved with and does not know of any pending or threatening litigation against the Company or any of its officers. ### Note 12: Subsequent Events Management has evaluated subsequent events through the date the financial statements were available to be issued and determined that no events have occurred that require adjustment to or disclosure in the accompanying financial statements. {18}------------------------------------------------ # Schedule I - Net Capital Computation For the year ended December 31, 2025 | Equity | | | | |-----------------|-------------------------------------------------------------|------------|------------| | | Member Contributions | 13.060.444 | | | | Current Year Earnings | 4,118,608 | | | | Retained Earnings | (822,689) | | | Total
Equity | | | 16,356,363 | | | Accounts receivable, net of allowance | 965,766 | | | | Other current assets | 112,028 | | | | Investments - warrants | 54,021 | | | | Investments - stock | 8,880,358 | | | | Total Non-Allowable Assets | | 10,012,173 | | | TOTAL NET CAPITAL | | 6,344,190 | | | 2% of Aggregate Debit Items in the Customer
Reserve Calc | ക | | | | | 2.000% | | | | | 0 | | | | Minimum Net Capital | 250,000 | | | | Greater of the two: | | 250,000 | | | Excess Net Capital | | 6,094,190 | There are no material differences between the above computation included in the Computation included in the Company's corresponding unaudited Form X-17A-5 Part II filing. {19}------------------------------------------------ # Schedule II - Determination of Reserve Requirements Under Rule 15c3-3(e) of the Securities and Exchange Commission December 31, 2025 | Credit Balances: | Free credit balances and other credit balances
customers' securities accounts | S | 2,807,645 | |----------------------|----------------------------------------------------------------------------------|---|-----------| | | Total Credit balances | | 2,807,645 | | Debit Balances: | Total Debit balances | | | | Reserve Computation: | | | | | | Excess of total credits over total debits | S | 2,807,645 | | | Cash Segregated under federal and other regulations | | 3,800,500 | | | Amount of deposit in "Reserve Bank Accounts"" over amount required | | 992,855 | {20}------------------------------------------------ Schedule III - Information Relating to Possession or Control Requirements # Under Rule 15c3-3(b) of the Securities and Exchange Commission December 31, 2025 Customers' fully paid and excess margin securities not In respondent's possession or control as of the report date (for which instructions to reduce to possession or control had been issued as of the report date, but for which the required action was not taken by respondent within the time frame specified 1. under rule 15c3-3). | | None | |--------------------|-----------| | A. Number of items | None
1 | None None Customers' fully paid securities and excess margin securities (for which instructions to reduce to possession or control had not been issued as of the report date, excluding items arising from tempoary lags which result from - 2. normal business operations as permitted under rule 15c-3-3). - A. Number of items 17 {21}------------------------------------------------ ### Compliance Report StartEngine Primary LLC (the "Company") is a registered broker-dealer subject to Rule 17a-5 promulgated by the Securities and Exchange Commission (17 C.F.R. §240.17a-5, "Reports to be made by certain brokers and dealers"). As required by 17 C.F.R. § 240.17a-5(d)(1) and (3), the Company states as follows: (1) The Company has established and maintained Internal Control Over Compliance, as that term is defined in paragraph (d)(3)(ii) of Rule 17a-5; (2) The Company's Internal Control Over Compliance was effective during the most recent fiscal year January 1, 2025 through December 31, 2025; (3) The Company's Internal Control Over Compliance was effective as of the most recent fiscal year January 1, 2025 through December 31, 2025; (4) The Company was in compliance with 17 C.F.R. § 240.15c3-1 and 17 C.F.R. §240.15c3-3(e)as of the end of the most recent fiscal year ended December 31, 2025; and (5) The information the Company used to state that the Company was in compliance with 17 C.F.R. §240.15c3-1 and 17 C.F.R. §240.15c3-3(e) was derived from the books and records of the Company. Howard Marks, CEO {22}------------------------------------------------ ![](_page_22_Picture_0.jpeg) #### REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM To the Board of Directors and Member of StartEngine Primary, LLC We have examined StartEngine Primary, LLC's statements, included in the accompanying Compliance Report, that (a) StartEngine Primary, LLC 's internal control over compliance was effective during the most recent fiscal year January 1, 2025 through December 31, 2025; (b) StartEngine Primary, LLC's internal control over compliance was effective as of the most recent fiscal year January 1, 2025 through December 31, 2025; (c) StartEngine Primary, LLC was in compliance with 17 C.F.R. §§ 240.15c3-1 and 240.15c3-3(e) as of the end of the most recent fiscal year ended December 31, 2025; and (d) the information used to state that StartEngine Primary, LLC was in compliance with 17 C.F.R. §§ 240.15c3-1 and 240.15c3-3(e) was derived from StartEngine Primary, LLC's books and records. StartEngine Primary, LLC's management is responsible for establishing and maintaining a system of internal control over compliance that has the objective of providing StartEngine Primary, LLC with reasonable assurance that noncompliance with 17 C.F.R. § 240.15c3-1, 17 C.F.R. § 240.15c3-3, 17 C.F.R. § 240.17a-13, or Rule 2231, Customer Account Statements, of the Financial Industry Regulatory Authority (FINRA) that requires account statements to be sent to the customers of StartEngine Primary, LLC will be prevented or detected on a timely basis. Our responsibility is to express an opinion on StartEngine Primary, LLC's statements based on our examination We conducted our examination in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the examination to obtain reasonable assurance about whether StartEngine Primary, LLC's internal control over compliance was effective as of and during the most recent fiscal year ended December 31, 2025; StartEngine Primary, LLC complied with 17 C.F.R. §§ 240.15c3-1 and 240.15c3-3(e) as of December 31, 2025; and the information used to assert compliance with 17 C.F.R. §§ 240.15c3-1 and 240.15c3-3(e) as of December 31, 2025, was derived from StartEngine Primary, LLC's books and records. Our examination includes testing and evaluating the design and operating effectiveness of internal control over compliance, testing and evaluating StartEngine Primary, LLC's compliance with 17 C.F.R. §§ 240.15c3-1 and 240.15c3-3(e), determining whether the information used to assert compliance with 240.15c3-3(e) was derived from StartEngine Primary, LLC's books and records, and performing such other procedures as we considered necessary in the circumstances. We believe that our examination provides a reasonable basis for our opinion. In our opinion, StartEngine Primary, LLC's statements referred to above are fairly stated, in all material respects. Haynie Salt Lake City, Utah March 2, 2026 Source: SEC EDGAR via Adviser Search (https://search.stillhousedata.com). Agents: see https://search.stillhousedata.com/llms.txt.