# THL CAPITAL MARKETS, LLC X-17A-5 (2026-03-02) — Broker-dealer annual report - Company: THL CAPITAL MARKETS, LLC - Form: X-17A-5 - Filed: 2026-03-02 - Period: 2025-12-31 - Accession: 0001883827-26-000001 - CIK: 1883827 - File #: 8-70807 - Type: Broker-dealer - Material weakness: No - Auditor: KPMG LLP - Auditor location: George Town, E9 - Contact: Gregory Maxon - Phone: 617-227-1050 - Email: gmaxon@thl.com - Website: thl.com - Signed by: Gregory Maxon (CFO) Original filing: https://www.sec.gov/Archives/edgar/data/1883827/000188382726000001/thls.pdf --- {0}------------------------------------------------ **THL Capital Markets, LLC (A wholly owned subsidiary of THL Capital Markets Manager, LLC)** **Statement of Financial Condition Year Ended December 31, 2025** {1}------------------------------------------------ **UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549** OM BAPPROVAL 0 MB Number: 3235-0123 Expires: Nov. 30, 2026 Estimated average burden hours per response: 12 8-70807 SEC FILE NUM BER # **ANNUAL REPORTS FORM X-17A-5 PART Ill** **FACING PAGE** **Information Required Pursuant to Rules 17a-5, 17a-12, and lSa-7 under the Securities Exchange Act of 1934** 01/01/2025 12/31/2025 FILING FOR THE PERIOD BEGINNING AND ENDING ---------- ----------- MM/DD/YY MM/DD/YY **A. REGISTRANT IDENTIFICATION** #### THL CAPITAL MARKETS, LLC NAME OF FIRM: \_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_ \_ TYPE OF REGISTRANT (check all applicable boxes): ■ □ Broker-dealer □ Security-based sw ap dealer D Check here if respondent is also an OTC derivatives dealer □ Major security-based sw ap participant ADDRESS OF PRINCIPAL PLACE OF BUSINESS: (Do not use a P.O. box no.) # 100 Federal Street | | (No. and Street ) | | | | | | |------------------------------------------------------------|---------------------------------------------------------------------------|-----------------|------------|--|--|--| | Boston | MA | | 02110 | | | | | (City) | (State) | | (Zip Code) | | | | | PERSON TO CONTACT WITH REGARD TO THIS FILING | | | | | | | | Gregory
Maxon | 617-227-1050 | GMaxon@THL.com | | | | | | (Name) | (Area Code - Telephone Number) | (Email Address) | | | | | | B. ACCOUNTANT IDENTIFICATION | | | | | | | | KPMG
LLP | INDEPENDENT PUBLIC ACCOUNTANT whose reports are contained in this filing* | | | | | | | (Name - if individual, state last, first, and middle name) | | | | | | | | Six,
Cricket
Square | George
Town | Grand Cayman | KY1-1106 | | | | | (Address) | (City) | (State) | (Zip Code) | | | | | | | 1323 | | | | | | | | | | | | | | 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-S(e)(l )(ii), if applicable. **Persons who are to respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid 0MB control number.** {2}------------------------------------------------ #### OATH OR AFFIRMATION | I, ____________________
Gregory Maxon | _, swear (or affirm) that, to the best of my knowledge and belief, the | |------------------------------------------------------|-----------------------------------------------------------------------------------| | financial report pertaining to the firm of | THL Capital Markets, LLC
as of | | 2_,
______________
December
31
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 be, has any proprietary interest in any account classified solely as that of a customer. CFO Title: # **This filing\*\* contains (check all applicable boxes):** - iii (a) Statement of financial condition. - iii (b) Notes to consolidated statement of financial condition. - □ (c) Statement of income (loss) or, if there is other comprehensive income in the period(s) presented, a statement of comprehensive income (as defined in§ 210.1-02 of Regulation S-X). - □ (d) Statement of cash flows. - □ (e) Statement of changes in stockholders' or partners' or sole proprietor's equity. - □ (f) Statement of changes in liabilities subordinated to claims of creditors. - □ (g) Notes to consolidated financial statements. - □ (h) Computation of net capital under 17 CFR 240.15c3-1 or 17 CFR 240.18a-1, as applicable. - □ (i) Computation of tangible net worth under 17 CFR 240.18a-2. - □ (j) Computation for determination of customer reserve requirements pursuant to Exhibit A to 17 CFR 240.15c3-3. - □ (k) Computation for determination of security-based swap reserve requirements pursuant to Exhibit B to 17 CFR 240.15c3-3 or Exhibit A to 17 CFR 240.18a-4, as applicable. - □ (I) Computation for Determination of PAB Requirements under Exhibit A to§ 240.15c3-3. - □ (m) Information relating to possession or control requirements for customers under 17 CFR 240.15c3-3. - □ (n) Information relating to possession or control requirements for security-based swap customers under 17 CFR 240.15c3-3(p)(2) or 17 CFR 240.18a-4, as applicable. - □ (o) Reconciliations, including appropriate explanations, of the FOCUS Report with computation of net capital or tangible net worth under 17 CFR 240.15c3-1, 17 CFR 240.18a-1, or 17 CFR 240.18a-2, as applicable, and the reserve requirements under 17 CFR 240.15c3-3 or 17 CFR 240.18a-4, as applicable, if material differences exist, or a statement that no material differences exist. - □ (p) Summary of financial data for subsidiaries not consolidated in the statement of financial condition. - iii (q) Oath or affirmation in accordance with 17 CFR 240.17a-5, 17 CFR 240.17a-12, or 17 CFR 240.18a-7, as applicable. - □ (r) Compliance report in accordance with 17 CFR 240.17a-5 or 17 CFR 240.18a-7, as applicable. - □ (s) Exemption report in accordance with 17 CFR 240.17a-5 or 17 CFR 240.18a-7, as applicable. - iii (t) Independent public accountant's report based on an examination of the statement of financial condition. - □ (u) Independent public accountant's report based on an examination of the financial report or financial statements under 17 CFR 240.17a-5, 17 CFR 240.18a-7, or 17 CFR 240.17a-12, as applicable. - □ (v) Independent public accountant's report based on an examination of certain statements in the compliance report under 17 CFR 240.17a-5 or 17 CFR 240.18a-7, as applicable. - □ (w) Independent public accountant's report based on a review of the exemption report under 17 CFR 240.17a-5 or 17 CFR 240.18a-7, as applicable. - □ (x) Supplemental reports on applying agreed-upon procedures, in accordance with 17 CFR 240.15c3-1e or 17 CFR 240.17a-12, as applicable. - □ (y) Report describing any material inadequacies found to exist or found to have existed since the date of the previous audit, or a statement that no material inadequacies exist, under 17 CFR 240.17a-12(k). □ (z) other: \_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_ \_ - - \*\*To request confidential treatment of certain portions of this filing, see 17 CFR 240.17a-5{e}{3} or 17 CFR 240.18a-7{d}{2), as applicable. {3}------------------------------------------------ | | Page(s) | |---------------------------------------------------------|---------| | Report of Independent Registered Public Accounting Firm | 1 | | Financial Statement | | | Statement of Financial Condition | 2 | | Notes to the Statement of Financial Condition | 3-4 | {4}------------------------------------------------ ![](_page_4_Picture_0.jpeg) KPMG LLP P.O. Box 493 SIX Cricket Square Grand Cayman KY1-1106 Cayman Islands Tel +1 345 949 4800 Fax +1 345 949 7164 Web www.kpmg.com/ky # Report of Independent Registered Public Accounting Firm To the Member and Those Charged with Governance THL Capital Markets, LLC: #### Opinion on the Financial Statement We have audited the accompanying statement of financial condition of THL Capital Markets, LLC (the "Company") as of December 31, 2025, and the related notes (collectively, the "financial statement"). In our opinion, the financial statement presents fairly, in all material respects, the financial position of the Company as of December 31, 2025, in conformity with U.S. generally accepted accounting principles. #### Basis for Opinion This financial statement is the responsibility of the Company's management. Our responsibility is to express an opinion on this 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 regarding the amounts and disclosures in the financial statement. Our audit also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statement. We believe that our audit provides a reasonable basis for our opinion. We have served as the Company's auditor since 2023. George Town, Grand Cayman Cayman Islands March 2, 2026 KPMG LLP, a Cayman Islands limited liability partnership and a member firm of the KPMG global organization of independent member firms affiliated with KPMG International Limited, a private English company limited by guarantee. {5}------------------------------------------------ #### **ASSETS** | Cash | \$
391,906 | |---------------------------------------|---------------| | Prepaid Expenses | 21,633 | | Other Assets | 1,113 | | TOTAL ASSETS | \$
414,652 | | LIABILITIES AND MEMBER'S EQUITY | | | Accrued Expenses | \$
50,000 | | Member's Equity | 364,652 | | TOTAL LIABILITIES AND MEMBER'S EQUITY | \$
414,652 | *See accompanying notes to financial statement.* {6}------------------------------------------------ ### **1. Organization** THL Capital Markets, LLC (the "Company") was formed on July 30, 2021 and commenced operations in September 2022. The Company is a registered broker-dealer with the Securities and Exchange Commission ("SEC") and is a member of the Financial Industry Regulatory Authority, Inc ("FINRA"). The Company is a wholly owned subsidiary of THL Capital Markets Manager, LLC (the "Parent"). The Company is also a member of the Securities Investor Protection Corporation ("SIPC"). The Company acts as a broker-dealer and is exempt from SEC Rule 15c3-3 as the Company is relying on Footnote 74 of the SEC Release No. 34-70073 adopting amendments to 17 C.F.R. § 240.17a-5. The Company has no possession or control obligations under SEA Rule 15c3-3(b) or reserve deposit obligations under SEA Rule 15c3-3(e). The Company is subject to regulation by SEC, FINRA and the various state securities regulators. The Company has been approved to engage in firm commitment underwriting and private placement. For the year ended December 31, 2025, the Company has not generated revenue and is therefore reliant on THL Management Holdings L.P.("Holdings"), its ultimate parent, for financial support. Holdings is the sole member of the Company's Parent. Its registered office is as follows: 100 Federal Street Boston, MA 02110 United States #### **2. Summary of Significant Accounting Policies** #### **(a) Basis of Presentation** The Company's financial statement has been prepared in accordance with accounting principles generally accepted in the United States of America ("US GAAP") as codified in the Accounting Standards Codification ("ASC") and set forth by the Financial Accounting Standards Board ("FASB"). #### **(b) Use of Estimates** The preparation of the financial statement in conformity with US 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 statement. The estimates utilized in preparing the financial statement represent management's best estimate. Actual results could differ from those estimates. #### **(c) Cash** The Company maintains its cash balances in a financial institution which is insured by the Federal Deposit Insurance Corporation ("FDIC"). The Company's cash balances may exceed the FDIC coverage of \$250,000. As of December 31, 2025, the Company's cash balance exceeded the balance insured by the FDIC in the amount of \$141,906. The Company has not experienced any losses in such accounts and believes it is not subject to any significant credit risk on cash. The Company does not hold cash equivalents or restricted cash. {7}------------------------------------------------ #### **3. Net Capital Requirements** The Company computes its regulatory net capital under the basic method of SEC Rule 15c3-1 which requires the maintenance of minimum net capital equal to the greater of 6 2/3% of aggregate indebtedness or \$100,000. 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 \$341,906 which exceeded the required net capital minimum of \$100,000 by \$241,906. At December 31, 2025, the ratio of aggregate indebtedness to net capital was 0.15 to 1. #### **4. Related Party Transactions** On September 27, 2022, the Company and Holdings entered into an Expense Sharing Agreement. In accordance with the Expense Sharing Agreement, the Company reimburses Holdings periodically for its proportional share of support services which include administrative, operational and other services. Holdings employs personnel to perform services as may reasonably be required to conduct the business activities of the Company. The Company and Holdings may amend the Expense Sharing Agreement from time to time as needed. The agreement was amended on January 1, 2024 and October 1, 2024. # **5. Income Taxes** The Company and its Parent are single member limited liability companies and are treated as disregarded entities for income tax reporting purposes. The Internal Revenue Code ("IRC") and relevant state taxing authorities provide that any income or loss is passed through to the member for federal and state income tax purposes. The Parent's sole member is Holdings, which is a limited partnership. As a limited partnership, Holdings' limited partners report their share of the consolidated income or loss on their income tax return. No provision for federal or state income taxes has been made since the Company and Parent are flowthrough entities for tax purposes. At December 31, 2025, management has determined that the Company had no uncertain tax positions that would require financial statement recognition. This determination is evaluated each reporting period and adjusted as facts and circumstances change. #### **6. Segment Reporting** The Company is engaged in a single line of business as a securities broker-dealer, which is comprised of several classes of services, including private placement of securities and firm commitment underwriting. The Company has identified its President 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, 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 dividends. The Company's operations constitute a single operating segment and therefore, a single reportable segment, because the CODM manages the business activities using information of the Company as a whole. {8}------------------------------------------------ # **7. Commitments and Contingencies** The Company may be subject to claims as well as reviews by self-regulatory agencies. Management is not aware of any claims that would have a material adverse effect on the financial condition and the results of operations of the Company. # **8. Subsequent Events** The Company has evaluated all subsequent events from the balance sheet date through March 2, 2026. Based on this evaluation, the Company has determined that no events have occurred that impact or require disclosure in this financial statement. Source: SEC EDGAR via Adviser Search (https://search.stillhousedata.com). Agents: see https://search.stillhousedata.com/llms.txt.