# NEST INVESTMENTS BD LLC X-17A-5 (2026-03-25) — Broker-dealer annual report - Company: NEST INVESTMENTS BD LLC - Form: X-17A-5 - Filed: 2026-03-25 - Period: 2025-12-31 - Accession: 0001738878-26-000003 - CIK: 1738878 - File #: 8-70117 - Type: Broker-dealer - Material weakness: No - Auditor: KREISCHER MILLER, LLP CERTIFIED PUBLIC ACCOUNTNTS - Auditor location: HORSHAM, PA - Contact: GARY CUCCIA - Phone: 732-713-9607 - Email: gary@finopcfo.com - Website: finopcfo.com - Signed by: MICHAEL CURCH (CHIEF EXECUITIVE OFFICER) Original filing: https://www.sec.gov/Archives/edgar/data/1738878/000173887826000003/edgar1nest.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 | | |-----------------|--| | 8-70117 | | 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 12/31/2025 A. REGISTRANT IDENTIFICATION # NAME OF FIRM: NEST INVESTMENTS BD LLC TYPE OF REGISTRANT (check all applicable boxes): 🇿 Broker-dealer □ Check here if respondent is also an OTC derivatives dealer ADDRESS OF PRINCIPAL PLACE OF BUSINESS: (Do not use a P.O. box no.) # 20 ASH STREET, SUITE 300 | | (No. and Street) | | | | |---------------------------------------------------------------------------------------------------------------------------------|--------------------------------|--------------------------------------------|-------------------|--| | CONSHOHOCKEN | PA | | 19428 | | | (City) | (State) | | (Zip Code) | | | PERSON TO CONTACT WITH REGARD TO THIS FILING | | | | | | GARY CUCCIA | 732-713-9607 | | gary@finopcfo.com | | | (Name) | (Area Code - Telephone Number) | (Email Address) | | | | | B. ACCOUNTANT IDENTIFICATION | | | | | INDEPENDENT PUBLIC ACCOUNTANT whose reports are contained in this filing*
KREISCHER MILLER, LLP CERTIFIED PUBLIC ACCOUNTANTS | | | | | | (Name - if individual, state last, first, and middle name) | | | | | | 100 WITMER ROAD, SUITE 350 HORSHAM | | PA | 19044 | | | (Address) | (City) | (State) | (Zip Code) | | | 9/8/2015 | | 6151 | | | | (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 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-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 | tinancial report pertaining to the firm of Nest Investments BD LLC
3/24
, 2026 , is true and correct. I further swear (or affirm) that neither the company nor any | as of | |------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|-------------------------| | | | | | | | 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.
COMMONWEALTH OF PENNSYLVANIA - NOTARY SEAL
Jennifer Marie Laster, Notary Public
Montgomery County
Signature:
My Commission Expires 8/28/2029
Commission # 1320017
Title:
mour | Chief Executive Officer | #### 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 capital or tangible net worth under 17 CFR 240.15c3-1, 17 CFR 240.18a-2, 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 240.17a-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. - (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. - O (v) Independent public accountant's report based on an examination of certain statements in the compliance report under 17 CFR 240.17a-5 or 17 CFR 240.18a-7, as applicable. - (w) Independent public accountant's report based on a review of the exemption report under 17 CFR 240.17a-5 or 17 CFR 240.18a-7, as applicable. - □ (x) Supplemental reports on applying agreed-upon procedures, in accordance with 17 CFR 240.17a-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). - O (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 1 applicable. {2}------------------------------------------------ Nest Investments BD LLC Financial Statements and Supplementary Information December 31, 2025 {3}------------------------------------------------ ### Nest Investments BD LLC Table of Contents December 31, 2025 | Report of Independent Registered Public Accounting Firm | | |-------------------------------------------------------------------------------------------------------|--| | Financial Statements | | | Statement of Financial Condition | | | Statement of Operations | | | Statement of Changes in Member's Equity | | | Statement of Cash Flows | | | Notes to Financial Statements | | | Supplementary Information | | | Schedule I: Computation of Net Capital under Rule 15c3-1 of the Securities and Exchange Commission | | | as of December 31, 2025 | | | Schedule II: Computation of Determination of Reserve Requirement Under Rule 15c3-3 of the Securities | | | and Exchange Commission as of December 31, 2025 | | | Schedule III: Information Relating to the Possession or Control Requirements Under Rule 15c3-3 of the | | | Securities and Exchange Commission as of December 31, 2025 | | | Report of Independent Registered Public Accounting Firm | | | Exemption Report, Statement pursuant to Securities and Exchange Act of 1934 Rule 17a-5 | | {4}------------------------------------------------ ![](_page_4_Picture_0.jpeg) PEOPLE | IDEAS | SOLUTIONS # Report of Independent Registered Public Accounting Firm To the Member of Nest Investments BD, LLC (A wholly-owned subsidiary of Nest Investments LLC) #### Opinion on the Financial Statements We have audited the accompanying statement of financial condition of Nest Investments BD, LLC (A wholly-owned subsidiary of Nest Investments 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 Nest Investments BD, 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 Nest Investments BD, LLC's management. Our responsibility is to express an opinion on Nest Investments BD, 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 Nest Investments BD, 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. 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. Audit & Accounting | Tax Strategies | Business Advisory | | Technology Solutions | Human Capital Resources {5}------------------------------------------------ #### Auditor's Report on Supplemental Information The supplemental information contained in Schedule I, Computation of Net Capital Under Rule 15c3-1 of the Securities and Exchange Commission; Schedule II, Computation for Determination of Reserve Requirements Under Rule 15c3-3 (exemption) of the Securities and Exchange Commission; and Schedule III, Information Relating to Possession or Control Requirements Under Rule 15c3-3 (exemption) of the Securities and Exchange Commission has been subjected to audit procedures performed in conjunction with the audit of Nest Investments BD, LLC's financial statements. The supplemental information is the responsibility of Nest Investments BD, LLC's management. Our 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 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 included in Schedules I, II, and III is fairly stated, in all material respects, in relation to the financial statements as a whole. We have served as Nest Investments BD, LLC's auditor since 2019. reseher Mille Horsham, Pennsylvania March 24, 2026 {6}------------------------------------------------ #### NEST INVESTMENTS BD LLC STATEMENT OF FINANCIAL CONDITION DECEMBER 31, 2025 #### ASSETS | Cash and cash equivalents | \$ 197,785 | |----------------------------------------------------|---------------| | Receivable from clearing broker, net | 934 | | Deposit with clearing broker | 50,000 | | Receivable from independent marketing organization | 116,958 | | Commissions receivable | 111,841 | | Receivable from affiliated entity | ggg | | Prepaid expenses | 17,930 | | Lease - right of use | 15,012 | | TOTAL ASSETS | ಕೆ
511,459 | | LIABILITIES AND MEMBER'S EQUITY | | | LIABILITIES | | | Accounts payable | \$ 184,077 | | Due to parent | 10,065 | | Due to affiliated entity | 4,047 | | Lease liability | 16,181 | | TOTAL LIABILITIES | 214,370 | | | | | MEMBER'S EQUITY | 297,089 | TOTAL LIABILITIES AND MEMBER'S EQUITY See accompanying notes to the financial statements. \$ 511,459 {7}------------------------------------------------ #### NEST INVESTMENTS BD LLC STATEMENT OF OPERATIONS FOR THE YEAR ENDED DECEMBER 31, 2025 | Commission
ಕಿ
Interest income
Other revenue
TOTAL REVENUES
EXPENSES
Bank networking compensation
Professional fees
Salaries and benefits
Brokerage and clearance fees
Regulatory fees
Insurance and licensing fees
Technology
Occupancy
Other expense
TOTAL EXPENSES | REVENUES | | |-------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|----------|-----------| | | | 2,423,885 | | | | 24,171 | | | | 146,445 | | | | 2,594,501 | | | | | | | | 955,614 | | | | 83,496 | | | | 151,453 | | | | 66,051 | | | | 22,513 | | | | 18,417 | | | | 12,898 | | | | 8,981 | | | | 5,058 | | | | 1,324,481 | | NET INCOME
ಕಿ | | 1,270,020 | See accompanying notes to the financial statements. {8}------------------------------------------------ ### NEST INVESTMENTS BD LLC STATEMENT OF CHANGES IN MEMBER'S EQUITY FOR THE YEAR ENDED DECEMBER 31, 2025 | Beginning Member's equity, December 31, 2024 | ಕೆ | 144,558 | |----------------------------------------------|----|-------------| | Net income | | 1,270,020 | | Dividends | | (1,117,489) | | Ending Member's equity, December 31, 2025 | ಳು | 297,089 | See accompanying notes to the financial statements. {9}------------------------------------------------ #### NEST INVESTMENTS BD LLC STATEMENT OF CASH FLOWS FOR THE YEAR ENDED DECEMBER 31, 2025 | OPERATING ACTIVITIES | | | |-----------------------------------------------------------------------------------|-----|-------------| | Net income | સ્ટ | 1,270,020 | | Adjustments to reconcile net income to net cash provided by operating activities: | | | | (Increase) decrease in operating assets: | | | | Commission receivable | | (60,467) | | Receivable from clearing broker | | (73) | | Receivable from independent marketing organization | | (116,958) | | Receivable from affiliated entity | | (999) | | Prepaid expenses | | (983) | | Lease - right of use | | 6,694 | | Increase (decrease) in operating liabilities: | | | | Accounts payable | | 25,403 | | Due to parent | | (2,901) | | Due to affiliated entity | | 4,047 | | Lease liability | | (6,934) | | TOTAL ADJUSTMENTS | | (153,171) | | NET CASH PROVIDED BY OPERATING ACTIVITIES | | 1,116,849 | | FINANCING ACTIVITIES | | | | Dividends | | (1,117,489) | | NET DECREASE IN CASH | | (640) | | CASH AND CASH EQUIVALENTS - BEGINNING OF YEAR | | 198,425 | | CASH AND CASH EQUIVALENTS- END OF YEAR | ಿಕ | 197,785 | See accompanying notes to the financial statements. {10}------------------------------------------------ #### 1) Nature of Business Nest Investments BD, LLC (the Company) is a registered introducing broker-dealer with the Securities and Exchange Commission (SEC) and Financial Industry Regulatory Authority (FINRA). The Company commenced operations on April 25, 2018 and was approved by FINRA on October 12, 2018. The Company is a wholly-owned subsidiary of Nest Investments LLC (the Parent). The Parent is affiliated with the Company and is a registered investment advisor with the SEC pursuant to the Investment Advisors Act of 1940. The Parent intends to provide capital infusions to satisfy the net capital requirements. The Company operates under the provisions of Paragraph (k)(2)(ii) of Rule 15c3-3 of the Securities Exchange Act of 1934 and, accordingly, is exempt from the remaining provisions of that Rule. The Company executes and clears its customer securities transactions on a fully disclosed basis with a clearing broker, RBC Correspondent Services. The clearing broker carries all of the accounts of the customers and maintains and preserves all related books and records as are customarily kept by a clearing broker. In addition, the Company has subscription way business activities with various mutual fund and annuity carriers. In connection with its subscription way business activities, the Company will not claim an exemption from Rule 15c3-3, in reliance on Footnote 74 of SEC Release No. 34-70073, and as discussed in Q&A 8 of the related FAQ issued by SEC staff. The Company, like other broker-dealers, is directly affected by general economic and market conditions, including fluctuations in volume and price level of securities, and changes in interest rates and securities brokerage services, all which have an impact on the Company's liquidity. #### 2) Significant Accounting Policies #### Basis of Presentation The financial statements are presented on the accrual basis of accounting in conformity with accounting principles generally accepted in the United States of America (GAAP). #### Use of Estimates in the Presentation of Financial Statements The preparation of financial statements in conformity with GAAP 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 certain reported amounts and disclosures. Actual results could differ from those estimates. #### Cash and Cash Equivalents The Company considers money market funds to be highly liquid and are classified as cash equivalents. {11}------------------------------------------------ #### - #### !"#\$%"& % # '()(\*+('(,-.\*/0/-\* 1%"23#4 #% % # 45646"#7 1%52 3 45448774% "!"8774%!7&4"" 44 554%## % 79#3456%4 545 4# "5:#"# "47 > 944%""% 45"2% 4##"% %# 4564#"744544 4544#3"#4 " %#%"2;8!#5 <8!#54# "<8! 4< 8!44# "<8!"2 %38!4# "#7#4 " = >%" 5# #7 1%# 3% % 79" % #% #% 7"# >%" ?% 34# "#4 <343 %44# "#<3 "2%444 %# 45=4"%< 3%44%%#%%7 @-AA/BB/-\*'()(\*+( %4 "5"4# =4%#%6"CC%34%# %4%79 453"% :"5 ## D%4%%"4# "4%47 9 45"# %4#6%#= 4% 43":4%47 1"4 454# ""7\$"5 %47 {12}------------------------------------------------ #### - #### !"#\$%"& % # '()(\*+('(,-.\*/0/-\*12-\*0/\*+(3 4 56"765# %89 "%: 9 %";5#<: 4 565# "#< %7%6"%6%5%#5"" %5=7#75## % :4" 5 6>%6:9 %6 <%5%5"# 5%? % =%%5%@%%5% # 5%# %# #5%:4" % "65"#% =%#? "9 ":\$" 565# "#%%#%#:\$6#A %"; %";A5 "#%7%%6: % %65%##%%5 7"# #%#7"6%5#% 56?#% 56 % = %##%@=7:4" % 6>%6%"; 7 % : > 4#7"5""" %";5 # 6 8 | 9 | C BB | | |----|-------|--| | 4" | DE BE | | | | CEFF | | | | | | %7CFEC GE E56: ### H\*0(I(J0H\*,-K( %: 5 6# 6 =6:L" 7"= 56 6 6 =%"6 =575: 566 6"=7##%: M0N(I'()(\*+( 6: # O%# %#% %#:\$ %% "; 7 57"#: {13}------------------------------------------------ #### 2) Significant Accounting Policies, Continued #### Other Revenue, Continued Additionally, the Company earns revenue for a marketing allowance with respect to first year premium of sales for certain annuity products. The Company records revenue on a quarterly basis, when earned, and reasonably estimable. For the year ended December 31, 2025 and 2024, marketing revenue was \$143,265 and \$24,895 and is included in Other Revenue on the Statement of Operations. At December 31, 2025, the receivable from our independent marketing organization for the marketing allowance is \$116,958. #### Segment Reporting The Accounting Standards Update (ASU) 2023-07 issued by the Financial Accounting Standards Board (FASB) introduced enhancements to segment reporting requirements for public entities, including brokerdealers. The update aimed to improve the transparency and usefulness of financial disclosures for investors and other stakeholders. ASU 2023-07 disclosure requirements are effective for fiscal years starting after December 15, 2023. Company management reviewed the ASU 2023-07 disclosure requirements and determined that it did not have a material impact on the Company's financial statements as the company has only one reportable segment. #### Operating Leases The Company follows FASB ASU 842, Leases. ASU 842 requires that all leases other than short-term leases (less than 12 months in duration) are recorded on the balance sheet with a right-of-use asset and a corresponding liability. #### 3) Cash and Cash Equivalents At December 31, 2025, the Company's cash and cash equivalents consisted of: | Bank Account | S | 18.266 | |----------------------|---------|------------| | Money Market Account | 179,519 | | | | | \$ 197,785 | #### 4) Deposit and Payable to Clearing Broker The Company has \$50,000 on deposit with its clearing broker to secure the clearing agreement. At December 31, 2025, the amount due from the clearing broker was \$934 and represents amounts due for completed transactions. #### 5) Bank Networking Agreements The Company has agreements with several regional and community banks to provide their customers with certain brokerage services. The Company compensates these institutions for these brokerage services provided, which is described in each institution's financial services agreement. For the year ended December 31, 2025, bank networking compensation expense was \$955,614. {14}------------------------------------------------ #### 6) Related Party Transactions The Company has an agreement with the Parent, to share personnel and other general and administrative costs. Costs allocated to the Company, by the Parent were \$170,917 and are included in the statement of operations for the year ended December 31, 2025. Of the \$170,917, a total of \$151,453 was for employee compensation and benefits, \$8,981 for occupancy expenses and \$10,483 was for other operating expenses that include telecommunications, insurance, and legal and professional services. At December 31, 2025, the amount due to Parent was \$10,065. The Parent and Company are under common control. In addition, OceanFirst Bank NA (OceanFirst) and Republic Bank and Trust (Republic), two bank networking institution partners of the Company, are a minority owners of the Parent. For the year ended December 31, 2025, bank networking compensation paid to OceanFirst and Republic was \$949,706 and \$27, respectively. #### Income Tax 7) FASB Accounting Standards Codification (ASC) 740, Income Taxes, is the authoritative pronouncement on accounting for and reporting income tax liabilities and expense. FASB ASC 740 prescribes a morelikely-than-not recognition threshold and measurement attribute for the financial statement recognition and measurement of a tax position taken or expected to be taken. In addition, FASB ASC 740 provides guidance on derecognition, classification and disclosure. The Company is not a taxable entity for federal and state income tax purposes. Accordingly, the Company reports its share of income or loss on the Parent's federal and state tax return. As of December 31, 2025, the 2022-2025 tax years are subject to examination by the Internal Revenue Service and generally to state examination. It is difficult to predict the final timing and resolution of any particular uncertain tax position. Based on management of many factors, including past experience and complex judgments about future events, management does not currently anticipate significant changes in its uncertain tax positions over the next 12 months. #### 8) Leases The Company follows FASB's ASU 842. The core principle of Topic 842 is that a lessee should recognize the assets and liabilities that arise from leases. In October 2020, the Parent entered into a 7-year lease for the headquarters in Conshohocken, Pennsylvania. The Company entered into a sublease agreement with the Parent for 5% of the lease and the financial statements reflect the sublease. The lease expires in February 2028. Lease liabilities are recognized at the present value of the fixed lease payments using the annual interest rate stated in the agreement. Right of use assets are recognized based on the amortized initial present value of the fixed lease payments. Occupancy expense totaled \$8,981 for the year ended December 31, 2025. {15}------------------------------------------------ #### 8) Leases, Continued Future minimum rental payments under non-cancelable operating leases as of December 31, 2025 are as follows: | Year | | Amount | | | |------------------|------|---------|--|--| | 2026 | ਦਿੱਤ | 9.451 | | | | 2027 | ക | 9,627 | | | | 2028 | ക്ക | 802 | | | | Less discount to | | | | | | present value | ಕಾ | (3,699) | | | | | S | 16,181 | | | #### 9) Net Capital and Reserve Requirements The Company is subject to the SEC's 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 \$174,812, which was \$161,521 in excess of its required net capital of \$13,291. The Company's ratio of aggregate indebtedness to net capital was 114.04%. The operation of the Company does not include the physical handling of securities or the maintenance of open customer accounts. As described in Note 1, the Company is exempt from the reserve provisions of Rule 15c3-3 under the exemption allowed by paragraph (k)(2)(ii) of such Rule and Footnote 74 of SEC Release No. 34-70073. #### 10) Concentration of Credit Risk Financial instruments that potentially expose the Company to concentrations of credit risk consist principally of cash and cash equivalents and amounts receivable from and deposits with the clearing broker. The Company principally utilizes banks and the clearing broker to maintain its operating cash accounts and temporary cash investments. At certain times, such balances may be in excess of the FDIC and SIPC insurance limits. The Company provides services to its customers under contractual arrangements. The Company records reserves at levels considered by management to be adequate to absorb estimates of future losses (uncollectable amounts) existing at the statement of financial condition date. These reserves are estimates, which are based on historical experience, current conditions, and reasonable and supportable forecasts. There is no allowance at December 31, 2025. The Company is engaged in various trading and brokerage activities in which its counterparties primarily include broker-dealers, banks, and other financial institutions. In the event the counterparties do not fulfill their obligations, the Company may be exposed to risk of default. The risk of default depends on the creditworthiness of the counterparty or issuer of the instrument. {16}------------------------------------------------ #### 11) Contingencies The Company clears its securities transactions through a clearing broker on a fully disclosed basis. Pursuant to the terms of the agreement between the Company and the clearing broker, the clearing broker has the right to charge the Company for the losses that result from counterparties' failure to fulfill its' contractual obligations. The contract with the clearing broker expires on August 7, 2027 and includes an early termination fee of \$5,000 a month for the remaining months of the contract, should the agreement be terminated prior to expiration. The contract will automatically renew for successive periods of 36 months unless terminated by either party in accordance with the provisions in the contract. In the normal course of business, the Company may indemnify and guarantee certain service providers, such as the clearing broker, against potential losses in connection with their acting as agent or, providing services to the Company. The maximum potential amount of future payments that the Company may be required to make under these indemnifications cannot be reasonably estimated. However, the Company believes that it is unlikely it will have to make material payments under these arrangements and has not recorded a contingent liability in the accompanying financial statements for these indemnifications. #### 11) Subsequent Events The Company has evaluated subsequent events through March 24, 2026, the date which the financial statements were available to be issued. {17}------------------------------------------------ SUPPLEMENTARY INFORMATION {18}------------------------------------------------ #### Schedule I #### NEST INVESTMENTS BD LLC SUPPLEMENTAL INFORMATION COMPUTATION OF NET CAPITAL UNDER RULE 15C3-1 OF THE SECURITIES AND EXCHANGE COMMISSION #### DECEMBER 31, 2025 | Net Capital | | | |----------------------------------------------------------------------------------|-----|-------------| | Total member's equity | ക്ക | 297,089 | | Nonallowable assets | | | | Prepaid expenses | | 17,930 | | Commission receivable | | 99,756 | | Receivable from affiliated entity | | 1,001 | | | | 118,687 | | Net capital before haircuts | | 178,402 | | Haircuts | | 3,590 | | Net capital | ക്ക | 174,812 | | Aggregate indebtedness | | | | Accounts payable | ക്ക | 184,077 | | Excess lease liability | | 1,169 | | Due to parent | | 10,065 | | Due to affiliated entity | | 4,047 | | Total aggregate indebtedness | ಿಕ | 199,358 | | Computation of basic net capital requirement | | | | Net capital requirement (greater of \$5,000 or 6-2/3% of aggregate indebtedness) | ക്ക | 13,291 | | Excess net capital | ക്ക | 161,521 | | Percentage of aggregate indebtedness to net capital | | %
114.04 | The net capital computed above and the Company's computation of net capital on its December 31, 2025 FOCUS Report - Part IIA agree. As a result, no reconciliation is necessary. {19}------------------------------------------------ Schedule II #### Nest Investments BD, LLC Computation for Determination of Reserve Requirements Under Rule 15c3-3 of the Securities and Exchange Commission as of December 31, 2025 As disclosed in Notes 1 and 9, the Company claims exemption from provisions of Rule 15c3-3 under the Securities Exchange Act of 1934 (SEA), pursuant to paragraph (k)(2)(ii) of the Rule and will not claim an exemption from SEA Rule 15c3-3 in reliance upon Footnote 74 of SEC Release No. 34-70073, and as discussed in Q&A 8 of the related FAQ issued by SEC staff. Therefore, the Computation for Determination of Reserves Requirements Pursuant to Rule 15c3-3 has been omitted. {20}------------------------------------------------ Schedule III #### Nest Investments BD, LLC Information Relating to the Possession or Control Requirements Under Rule 15c3-3 of the Securities and Exchange Commission as of December 31, 2025 As disclosed in Notes 1 and 9, the Company claims exemption from provisions of Rule 15c3-3 under the Securities Exchange Act of 1934 (SEA), pursuant to paragraph (k)(2)(ii) of the Rule and will not claim an exemption from SEA Rule 15c3-3 in reliance upon Footnote 74 of SEC Release No. 34-70073, and as discussed in Q&A 8 of the related FAQ issued by SEC staff. Therefore, the Information Related to the Possession or Control Requirements Under Rule 15c3-3 has been omitted. {21}------------------------------------------------ ![](_page_21_Picture_0.jpeg) PEOPLE | IDEAS | SOLUTIONS # Report of Independent Registered Public Accounting Firm To the Member of Nest Investments BD, LLC (A wholly-owned subsidiary of Nest Investments LLC) We have reviewed management's statements, included in the accompanying Exemption Report, in which (1) Nest Investments BD, LLC (a wholly-owned subsidiary of Nest Investments LLC) identified the following provision of 17 C.F.R. §15c3-3(k) under which Nest Investments BD, LLC claimed an exemption from 17 C.F.R. §240.15c3-3(k)(2)(ii) (exemption provision) and (2) Nest Investments BD, LLC stated that Nest Investments BD, LLC met the identified exemption provision throughout the most recent fiscal year, without exception. The Company is also filing this Exemption Report because the Company's other business activities contemplated by Footnote 74 of the SEC Release No. 34-70073 adopting amendments to 17 C.F.R. § 240.17a-5 are limited to effecting securities transactions via subscriptions on a subscription way basis where the funds are payable to the issuer or its agent and not to the Company. In addition, the Company did not directly 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 Rule 15c2-4 and/or funds received and promptly transmitted for effecting transactions via subscriptions on a subscription way basis where the funds are payable to the issuer or its agent and not to the Company; did not carry accounts of or for customers; and did not carry PAB accounts (as defined in Rule 15c3-3) throughout the most recent fiscal year without exception. Nest Investments BD, LLC's management is responsible for compliance with the exemption provisions and its statements, as well as the provisions contemplated by Footnote 74 of SEC Release No. 34-70073 adopting amendments to 17 C.F.R. § 240.17a-5 and related SEC Staff Frequently Asked Questions 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 Nest Investments BD, LLC's compliance with the exemption provision. 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. Audit & Accounting | Tax Strategies | Business Advisory | | Technology Solutions | Human Capital Resources {22}------------------------------------------------ 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 provision set forth in paragraph (k)(2)(ii) of Rule 15c3-3 under the Securities Exchange Act of 1934 and the Company's other business activities contemplated by Footnote 74 of the SEC Release No. 34-70073 adopting amendments to 17 C.F.R. § 240.17a-5, and related SEC Staff Frequently Asked Questions. resuber Miller Horsham, Pennsylvania March 24, 2026 {23}------------------------------------------------ #### Exemption Report Statement pursuant to Securities and Exchange Act of 1934 Rule 17a-5 Nest Investments BD 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"). This Exemption Report was prepared as required by 17 C.F.R. § 240.17a-5 (d)(1) and (4). To the best of its knowledge and belief, the Company states the following: - (1) The Company claimed an exemption from 17 C.F.R. § 240.15c3-3 under the following provisions of 17 C.F.R. § 240.15c3-(3)(k)(2)(ii). - (2) The Company met the identified exemption provisions in 17 C.F.R. § 240.15c3-3 (k) throughout the most recent fiscal year without exception. - (3) The Company is also filing this Exemption Report because the Company's other business activities contemplated by Footnote 74 of the SEC Release No. 34-70073 adopting amendments to 17 C.F.R. § 240.17a-5 are limited to: effecting securities transactions via subscriptions on a subscription way basis where the funds are payable to the issuer or its agent and not to the Company; and the Company (1) did 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 Rule 15c2-4 and/or funds received and promptly transmitted for effecting transactions via subscriptions on a subscription way basis where the funds are payable to the issuer or its agent and not to the Company); (2) did not carry accounts of or for customers; and (3) did not carry PAB accounts (as defined in Rule 15c3-3) throughout the most recent fiscal year without exception. Signed: MAT By: Michael Church - Title: Chief Executive Officer - Date: March 24, 2026 Source: SEC EDGAR via Adviser Search (https://search.stillhousedata.com). Agents: see https://search.stillhousedata.com/llms.txt.