# JOHNSTONE BROKERAGE SERVICES, LLC X-17A-5 (2026-03-23) — Broker-dealer annual report

- Company: JOHNSTONE BROKERAGE SERVICES, LLC
- Form: X-17A-5
- Filed: 2026-03-23
- Period: 2025-12-31
- Accession: 0001774377-26-000002
- CIK: 1774377
- File #: 8-70335
- Type: Broker-dealer
- Material weakness: No
- Auditor: Jerome Davies, CPA, P.C.
- Auditor location: Marietta, GA
- Contact: Hasnain Naveed
- Phone: 212-668-8700
- Email: hnaveed@acisecure.com
- Website: acisecure.com
- Signed by: Tom R. Smith (Managing Principal)

Original filing: https://www.sec.gov/Archives/edgar/data/1774377/000177437726000002/johnstonepublicaudit.pdf

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UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549

## ANNUAL REPORTS FORM X-17A-5 PART III

OMB APPROVAL OMB Number: 3235-0123 Expires: Nov. 30, 2026 Estimated average burden hours per response: 12

> SEC FILE NUMBER 8-70335

FACING PAGE Information Required Pursuant to Rules 17a-5, 17a-12, and 18a-7 under the Securities Exchange Act of 1934 AND ENDING 12/31/25 filing for the period beginning 01/01/25 MM/DD/YY MM/DD/YY A. REGISTRANT IDENTIFICATION NAME OF FIRM: JOHNSTONE BROKERAGE SERVICES, LLC TYPE OF REGISTRANT (check all applicable boxes): C Security-based swap dealer @ Major security-based swap participant 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.) 117 SAN AUGUSTINE STREET (No. and Street) CENTER TX 75935 (City) (State) (Zip Code) PERSON TO CONTACT WITH REGARD TO THIS FILING 212-668-8700 Hasnain Naveed hnaveed@acisecure.com (Name) (Area Code - Telephone Number) (Email Address) B. ACCOUNTANT IDENTIFICATION INDEPENDENT PUBLIC ACCOUNTANT whose reports are contained in this filing\* JEROME DAVIES, CPA, P.C. (Name - if individual, state last, first, and middle name) 30066 3605 SANDY PLAINS RD., SUITE 240-480 MARIETTA GA (Address) (City) (State) (Zip Code) APRIL 25, 2017 6363 (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.

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## OATH OR AFFIRMATION

| Tom R. Smith | swear (or affirm) that, to the best of my knowledge and belief, the                         |  |
|--------------|---------------------------------------------------------------------------------------------|--|
|              | financial report pertaining to the firm of JOHNSTONE BROKERAGE SERVICES, LLC<br>as of       |  |
|              | , 2 025 , 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 proprietary interest in any account classified solely as that of a customer.

| Signature: | - Signed by:       |  |  |
|------------|--------------------|--|--|
|            | I R. Fliomas Smith |  |  |

Title:

MANAGING PRINCIPAI

## 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.
- [] 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.
- [1) 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 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.
- [] [u] Independent public accountant's report based on an examination of the financial statements under 17 CFR 240.17a-5, 17 CFR 240.18a-7, or 17 CFR 240.17a-12, as applicable.
- | (v) Independent public accountant's report based on an examination of certain statements in the compliance report under 17 CFR 240.17a-5 or 17 CFR 240.18a-7, as applicable.
- □ (w) Independent public accountant's report based on a review of the exemption report under 17 CFR 240.17a-5 or 17 CFR 240.18a-7, as applicable.
- | (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 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 240.18a-7(d)(2), as applicable.

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# JOHNSTONE BROKERAGE SERVICES, LLC

Financial Statement

With

Report of Independent Registered Public Accounting Firm

For the Year Ended December 31, 2025

This report is deemed PUBLIC in accordance with Rule 17a-5(e)(3) under the Securities Exchange Act of 1934.

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## JOHNSTONE BROKERAGE SERVICES, LLC DECEMBER 31, 2025

## Table of Contents

| Page |  |
|------|--|
|      |  |

| Report of Independent Registered Public Accounting Firm |       |
|---------------------------------------------------------|-------|
| Financial Statement:                                    |       |
| Statement of Financial Condition                        | 2     |
| Notes to Financial Statement                            | 3 - 7 |

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![](_page_4_Picture_0.jpeg)

3605 Sandy Plains Rd. Suite 240-480 Marietta, GA 30066 (347) 512-6085

## REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Member of Johnstone Brokerage Services, LLC

## Opinion on the Financial Statement

We have audited the accompanying statement of financial condition of Johnstone Brokerage Services, LLC (the "Company") as of December 31, 2025, and the related notes (collectively referred to as the "financial statement"). In our opinion, the financial statement presents fairly, in all material respects, the financial position of Johnstone Brokerage Services, LLC 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. Our audit included performing procedures to assess the risks of material misstatement of the financial statement, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence reqarding the amounts and disclosures in the financial statements. Our audit also included evaluating 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.

We have served as the Company's auditor since 2020.

Marietta, GA March 20, 2026

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## JOHNSTONE BROKERAGE SERVICES, LLC STATEMENT OF FINANCIAL CONDITION DECEMBER 31, 2025

| ASSETS:                            |                 |
|------------------------------------|-----------------|
| Cash                               | 3,294,350<br>ಕೆ |
| Cash - restricted                  | 67,500          |
| Accounts receivable                | 1,444,384       |
| Operating lease right of use asset | 144,259         |
| Prepaid expenses and other assets  | 32,090          |
| TOTAL ASSETS                       | 4,982,583<br>ಳಿ |

## LIABILITIES AND MEMBER'S EQUITY

| LIABILITIES:                          |    |           |
|---------------------------------------|----|-----------|
| Advisory fees payable                 | ಕಾ | 2,340,473 |
| Due to Parent                         |    | 114.686   |
| Accounts payable and accrued expenses |    | 72.853    |
| Operating lease liability             |    | 148.466   |
| TOTAL LIABILITIES                     |    | 2.676.478 |
| MEMBER'S EQUITY                       |    | 2,306,105 |
| TOTAL LIABILITIES AND MEMBER'S EQUITY |    | 4,982,583 |

See accompanying notes to financial statement

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#### NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

#### Revenue Recognition (Continued)

For variable amounts, as the uncertainty may be dependent on the investment at future points in time and/or the length of time the investor remains in the investment, both of which are highly susceptible the Company's influence, the Company does not believe that it can overcome this constraint until the market value of the investor activities are known, which are usually monthly or quarterly.

#### Annuity marketing and administrative fees

The Company earns annuity marketing and administrative fees from insurance carriers for the distribution and sale of fee-based annuities. These fees are not commissions but represent compensation paid by the carrier for distribution and related services. Revenue from annuity marketing and administrative fees is recognized at a point in time when the policy is funded and approved. which represents satisfaction of the Company's performance obligation.

#### Income Taxes

The Company is a single-member limited liability company and is considered a disregarded entity for federal income tax reporting purposes and, as such, does not file a separate income tax return. Accordingly, the income or losses of the Company flow through to its member and no income taxes are recorded in the accompanying financial statements. The Company has adopted the provisions of FASB ASC 740-10, Accounting for Uncertainty in Income Taxes. Under FASB ASC 740-10, the Company is required to evaluate each of its tax positions to determine if they are more likely than not to be sustained if the taxing authority examines the respective position. A tax position includes an entity's status as a pass-through entity, and its decision to not file a tax return. The Company has evaluated each of its tax positions and has determined that it has no uncertain tax positions for which a provision or liability for income taxes is necessary.

#### Leases

The Company recognizes and measures its leases in accordance with FASB ASC 842, Leases. The Company determines if an arrangement is a lease, or contains a lease, at inception of a contract and when the terms of an existing contract are changed. The Company recognizes a lease liability and a right of use (ROU) asset at the lease. The lease liability is initially and subsequently recognized based on the present value of its future lease payments. Variable in the future lease payments when those variable payments depend on an index or a rate.

In cases where the implicit rate of the Company's leases are not readily determinable, the Company uses an incremental borrowing rate based on what it would approximately have to pay on a collateralized basis to borrow an amount equal to the lease payments under similar terms and in a similar economic environment. The operating ROU asset is subsequently measured throughout the lease term at the amount of the remeasured lease lability (i.e., present value of the remaining lease paymentsed initial direct costs, plus (minus) any prepaid (accrued) lease payments, less the unamortized balance of lease incentives received, and any impairment recognized. Lease cost for lease payments is recognized on a straight-line basis over the lease term.

### Restricted Cash

As of December 31, 2025, the Company had \$67,500 of restricted cash held on deposit with a bank. These funds are pledged as collateral for a line of credit.

#### NOTE 3 - NET CAPITAL REQUIREMENTS

The Company is subject to the Securities and Exchange Commission Uniform Net Capital Rule (SEC 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. Rule 15c3-1 also provides that equity capital may not be withdrawn or cash dividends pat capital ratio would exceed 10 to 1. Net capital and aggregate indebtedness change day to day, but on December 31, 2025, the Company had net capital of \$1,794,155 which was \$1,625,340 in excess of its required net capital of \$168,815.The Company's ratio of aggregate indebtedness to net capital was 1.41 to 1.

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#### NOTE 4-CONCENTRATION OF CREDIT RISK

#### Cash

The Company maintains cash on deposit with several banking institutions. Depository accounts are insured by the Federal Depository Insurance Corporation ("FDIC") to a maximum of \$250,000 per bank, per depositor. The exposure to the Company is solely dependent upon daily bank balances and the financial institutions. The Company has not incurred any losses on its cash deposits. At December 31, 2025, cash on deposit in excess of insured limits was \$2,927,974.

### Revenue

Commissions from two product providers were individually greater than 10% of total commissions revenue and in the aggregate represented approximately 44% of total commissions revenue for the year-ended December 31, 2025. Commissions from three product providers were individually greater than 10% of accounts receivable and in the aggregate represented approximately 52% of accounts receivable at December 31, 2025.

#### NOTE 5 - COMMITMENTS AND CONTINGENCIES

#### Operating Lease - Center, Texas

The Company has a noncancellable lease for office space in Center, Texas which commenced January 1, 2024 and expires on December 31, 2028. The Company has the option to renew the lease for an additional term. Because the Company is not reasonably certain to exercise the renewal optional period is not included in determining the lease term, and associated payments under the renewal option are excluded from lease payments. The lease is not secured by a deposit held by the landlord.

The lease is accounted for as an operating lease liabilities under the noncancellable operating lease as of December 31, 2025, are as follows:

| Total lease liability             | S | 148.466  |
|-----------------------------------|---|----------|
| Less imputed interest             |   | (15,627) |
| Total undiscounted lease payments |   | 164.093  |
| 2028                              |   | 56,100   |
| 2027                              |   | 54.698   |
| 2026                              | S | 53,295   |
|                                   |   |          |

The remaining lease term is 3 years, and the discount rate used was the Company's incremental borrowing rate of 6.54%

Total lease cost for the year ended December 31, 2025 amounted to \$53,545.

#### Contingencies

The Company is subject to litigation in the normal course of business. The Company had no litigation in progress as of December 31,2025.

#### NOTE 6-RELATED PARTY TRANSACTIONS

The Company leases office space from an entity owned by a former officer of the Company that resigned in 2025, see "Operating Lease - Center, Texas" in Note 5. For the year ended December 31, 2025, the Company paid rent of \$12,973 to the related party for the period prior to the departure of the former officer. In addition, the Company provides a portion of its office space under the lease, to the Parent, for which it receives reimbursement pursuant to an expense sharing agreement. The rent expense reimbursement is based on square footage utilized by the Parent. For the year ended December 31, 2025, rent reimbursement under this agreement was \$25,946 and is included in Other income on the Statement of Operations.

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#### NOTE 6- RELATED PARTY TRANSACTIONS (CONTINUED)

For the year ended December 31, 2025 the Company incurred advisory fees of \$798,769 and \$33,821 respectively, to the Parent, and to a formerly affiliated entity (the "Affiliate") for which a former officer of the Company, that resigned in 2025, was an officer of the Affiliate, for providing Advisory Services (as defined in agreements) to annuity account holders. There were no advisory fees payable to the Parent or the Affiliate as of December 31, 2025.

Pursuant to an expense sharing agreement the Company is allocated a portion of compensation and benefits expense for employees that are paid by the Parent. The allocation is based on estimated time spent on Company matters and amounted to \$649,513 for the year-ended December 31, 2025, and is included as Compensation and benefits expense on the accompanying Statement of Operations.

The Parent serves as agent of record ("AOR") on certain annuty policies, the Company pays fees to Registered Investment Advisers ("RIAs") on behalf of the Parent. The Company receives reimbursement for amounts paid to RIAs and fees for administering such payments, from the Parent. The Company earned \$75,586 in such fees for the year ended December 31, 2025, such amount is included in Other income on the accompanying Statement of Operations.

As of December 31, 2025 the Company had \$114,686 payable to the expense sharing agreement (net of fees for administering payments to RIAs) which is reflected as Due to Parent on the accompanying Statement of Financial Condition.

Financial position and results of operations could differ from the financial statement if the above transactions were with entities that were not related.

#### NOTE 7 - SEGMENT REPORTING

The Company is engaged in a single line of business as a securities broker-dealer, which is comprised of services including: mutual fund retailer - on an application-way basis; broker selling variable life insurance or annuities; and municipal securities broker (i.e. 529 plans). The Company has identified its Managing Principal as the chief operating decision maker ("CODM"), who uses net income to evaluate the results of the business, predominantly in the forecasting process, to manage the Company. Additionally, the CODM uses excess net capital (see Note 3), 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 constitute a single operating segment and therefore, a single reportable segment, because the business activities using information of the Company as a whole. The accounting policies used to measure the profit and loss of the segment are the same as those described in the summary of significant accounting policies.

#### NOTE 8 - RECENTLY ISSUED ACCOUNTING PRONOUNCEMENTS

The FASB has established the ASC as the authoritative source of GAAP recognized by the FASB. The principles embodied in the Codification are to be applied by nongovernmental entities in the preparation of financial statement in accordance with GAAP in the United States. New accounting pronouncements are incorporated into the issuance of Accounting Standards Updates ("ASUs").

For the year ending December 31, 2025, various ASUs issued by the FASB were either newly issued or had effective implementation dates that would require their provisions to be reflected in the year then ended. The Company has either evaluated or is currently evaluating the implications, if any, of each of these pronouncements and the possible impact they may have on the Company's financial statement. In most cases, management has determined that the pronouncement has either limited or no application to the Company and, in all cases, implementation would not have a material impact on the financial statement taken as a whole.

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#### NOTE 9 - SUBSEQUENT EVENTS

The Company has evaluated events and transactions that occurred through statement were issued for possible disclosure and recognition in the financial statements. The Company has determined that no events took place that would have a material impact on its financial statements.


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