# MFD DISTRIBUTOR, LLC X-17A-5 (2026-02-25) — Broker-dealer annual report - Company: MFD DISTRIBUTOR, LLC - Form: X-17A-5 - Filed: 2026-02-25 - Period: 2025-12-31 - Accession: 0001954889-26-000012 - CIK: 1057933 - File #: 8-50894 - Type: Broker-dealer - Material weakness: No - Auditor: RSM Cayman Ltd. - Auditor location: George Town, E9 - Contact: Tim McDowell - Phone: 800-767-0300 - Email: timm@madisonadv.com - Website: madisonadv.com - Signed by: Timothy McDowell (Chief Compliance Officer) Original filing: https://www.sec.gov/Archives/edgar/data/1057933/000195488926000012/mfd25fs.pdf --- {0}------------------------------------------------ Financial Report December 31, 2025 Filed as PUBLIC information pursuant to Rule 17a-5(d) Under the Securities Exchange Act of 1934. {1}------------------------------------------------ ### **UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549** OMB Number: 3235-0123 Expires: Nov. 30, 2026 Estimated average burden hours per response: 12 OMB APPROVAL ## **ANNUAL REPORTS FORM X-17A-5 PART III** 8-50894 SEC 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 | | AND ENDING | 12/31/2025
MM/DD/YY | |-------------------------------------------------------------------------------------------------------------------------------------|-----------------------------|--------------------------------|----------------|-----------------|--------------------------------------------| | A.
REGISTRANT IDENTIFICATION | | | | | | | NAME OF FIRM: | MFD Distributor, LLC | | | | | | TYPE OF REGISTRANT (check all applicable boxes):
X Broker-dealer
܆ Check here if respondent is also an OTC derivatives dealer | ܆Security-based swap dealer | | | | ܆Major security-based swap participant | | ADDRESS OF PRINCIPAL PLACE OF BUSINESS: (Do not use a P.O. box no.) | | | | | | | 550 Science Drive | | | | | | | | | (No. and Street) | | | | | Madison | | WI | | | 53711 | | (City) | | (State) | | | (Zip Code) | | PERSON TO CONTACT WITH REGARD TO THIS FILING | | | | | | | Timothy McDowell | 800-767-0300 | | | | timm@madisonadv.com | | (Name) | | (Area Code – Telephone Number) | | (Email Address) | | | | B. | ACCOUNTANT IDENTIFICATION | | | | | INDEPENDENT PUBLIC ACCOUNTANT whose reports are contained in this filing*
RSM Cayman Ltd. | | | | | | | (Name – if individual, state last, first, and middle name) | | | | | | | Zephyr House, 122 Mary Street | | George Town | P.O. Box 10311 | | Grand Cayman KY1-1003 | | (Address) | | (City) | | (State) | (Zip Code) | | 12/14/2021 | | | | | 6894 | | (Date of Registration with PCAOB)(if applicable) | | | | | (PCAOB Registration Number, if applicable) | | * Claims for exemption from the requirement that the annual reports be covered by the reports of an independent public | | FOR OFFICIAL USE ONLY | | | | | 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}------------------------------------------------ - - - - - - - - - - - - - - - - - - - - - - {3}------------------------------------------------ - - - - - {4}------------------------------------------------ #### **Contents** | Report of Independent Registered Public Accounting Firm | | |---------------------------------------------------------|--------| | Financial Statements | | | Statement of financial condition | 3 | | Statement of operations | 4 | | Statement of changes in member's capital | 5 | | Statement of cash flows | 6 | | Notes to financial statements | 7 – 10 | | | | #### Supplementary Schedules | I. | Computation of net capital under Rule 15c3-1 | 11 | |------|---------------------------------------------------------------------------------|----| | II. | Computation for determination of reserve
requirements under Rule 15c3-3 | 12 | | III. | Information relating to possession or
control requirements under Rule 15c3-3 | 12 | {5}------------------------------------------------ ![](_page_5_Picture_0.jpeg) #### **Report of Independent Registered Public Accounting Firm** To the Member and the Board of Directors of MFD Distributor, LLC #### **Opinion on the Financial Statements** We have audited the accompanying statement of financial condition of MFD Distributor, LLC (the "Company") as of December 31, 2025, the related statements of operations, changes in member's capital, and cash flows for the year then ended, and the related notes to the financial statements. In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company 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 the Company's management. Our responsibility is to express an opinion on the Company'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 the Company in accordance with 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. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audit we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Company's internal control over financial reporting. Accordingly, we express no such opinion. Our audit included performing procedures to assess the risks of material misstatement 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. 1 {6}------------------------------------------------ ![](_page_6_Picture_0.jpeg) #### **Supplemental Information** The supplementary information contained in the Supplementary Schedules I, II, and III (the "Supplemental Information") has been subjected to audit procedures performed in conjunction with the audit of the Company's financial statements. The Supplemental Information is the responsibility of the Company'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 supplementary information contained in Schedules I, II, and III is fairly stated, in all material respects, in relation to the financial statements as a whole. 2 We have served as the Company's auditor since 2024. Grand Cayman, Cayman Islands January , 2026 ![](_page_6_Figure_6.jpeg) {7}------------------------------------------------ #### **Statement of Financial Condition December 31, 2025** | Assets | | |--------------------------------------------------|--------------------------------| | Cash
Prepaid expenses
Accounts receivable | \$
134,358
36,816
703 | | Total Assets | \$
171,877 | | Liabilities and Member's Capital
Liabilities: | | | Accrued expenses
Due to affiliate, net | \$
-
5,709 | | Total Liabilities | 5,709 | | Member's capital | 166,168 | | Total Liabilities and Member's Capital | \$
171,877 | {8}------------------------------------------------ #### **Statement of Operations Year Ended December 31, 2025** | Revenue: | | |-------------------------------------|--------------| | Dealer and underwriter concessions | \$
36,131 | | 12b-1 service fee commissions | 48 | | | 36,179 | | Expenses: | | | Expenses allocated from affiliates | 409,968 | | Expenses reimbursed from affiliates | (454,324) | | Regulatory fees and expenses | 60,135 | | Professional fees | 20,400 | | | 36,179 | | Net income | \$
- | {9}------------------------------------------------ #### **Statement of Changes in Member's Capital Year Ended December 31, 2025** | Balance, December 31, 2025 | \$
166,168 | |-------------------------------------------------|---------------| | Capital contributions from parent
Net income | 20,000
- | | Balance, December 31, 2024 | \$
146,168 | {10}------------------------------------------------ #### **Statement of Cash Flows Year Ended December 31, 2025** | Cash flows from operating activities:
Net income | \$
- | |-----------------------------------------------------|---------------| | Adjustment to reconcile net income to net cash | | | used in operating activities: | | | Changes in operating assets and liabilities: | | | Decrease in prepaid expenses | 1,121 | | Decrease in accounts receivable | 48 | | Decrease in accrued expenses | (10,000) | | Increase in due to affiliate, net | 4,309 | | Net cash used in operating activities | (4,522) | | Cash flows from financing activities | | | Capital contribution from parent | 20,000 | | Net cash provided by financing activities | 20,000 | | Increase in cash | 15,478 | | Cash: | | | Beginning of the year | 118,880 | | End of the year | \$
134,358 | {11}------------------------------------------------ #### **Notes to Financial Statements** #### **Note 1. Nature of Business and Significant Accounting Policies** MFD Distributor, LLC (the Company) is a Wisconsin limited liability company formed on December 19, 1997. The Company is a registered broker-dealer with the Securities and Exchange Commission (SEC) and a member of the Financial Industry Regulatory Authority. The Company is a wholly owned subsidiary of Madison Investment Holdings, Inc. (MIH). The Company's sole business activities are to serve as the marketing agent and distributor of various mutual funds and exchange traded funds which are managed by Madison Asset Management, LLC (MAM), whose voting shares are wholly owned by MIH, and collectively referred herein as the Madison Funds, Ultra Series Fund and Madison ETFs. The following is a summary of the Company's significant accounting policies: **Accounting policies**: The Company follows generally accepted accounting principles (GAAP) as established by the Financial Accounting Standards Board (the FASB) to ensure consistent reporting of financial condition, results of operations and cash flows. **Use of estimates**: 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 of revenue and expenses during the reporting period. Actual results could differ from those estimates. **Risks and uncertainties:** The Company's financial instruments that may expose it to concentrations of credit risk primarily include cash and accounts receivable. Cash is maintained in a bank account that provides protection through the Securities Investor Protection Corporation (SIPC) or the Federal Deposit Insurance Corporation (FDIC), with coverage up to \$250,000. **Revenue recognition**: *Dealer and underwriter concessions*. The Company enters into arrangements with pooled investment vehicles (i.e. funds). The Company earns dealer and underwriter concessions on the sale of Class A shares of the Madison Funds. The Company believes that its performance obligation is the sale of securities to investors and as such this is fulfilled on the trade date. All fixed amounts are recognized on the trade date as securities transactions occur. *12b-1 service fee commissions.* The Company enters into arrangements with funds and may receive distribution fees paid by the fund up front, over time, upon the investor's exit from the fund (that is, a contingent deferred sales charge), or as a combination thereof. 12b-1 service fee commissions are paid over time on shares held directly with Madison Funds and variable amounts are recognized to the extent it is probable that a significant revenue reversal will not occur once the uncertainty is resolved. For variable amounts, as the uncertainty is dependent on the value of the shares at future points in time as well as the length of time the investor remains in the fund, both of which are highly susceptible to factors outside the Company's influence, the Company does not believe that it can overcome this constraint until the market value of the fund and the investor activities are known, which are usually monthly or quarterly. Distribution fees recognized in the current period are primarily related to performance obligations that have been satisfied in prior periods. {12}------------------------------------------------ #### **Notes to Financial Statements** ### **Note 1. Nature of Business and Significant Accounting Policies (continued)** **Segment Reporting:** The Company operates as a registered broker-dealer and derives substantially all of its revenues from the distribution of mutual funds and related shareholder servicing activities; this is its sole operating segment defined as dealer and underwriter concessions segment. The chief operating decision maker ("CODM") is responsible for assessing performance and decides how to allocate resources to the operating segment. The Management Committee of Madison Investment Holdings, Inc. and all its subsidiaries, including the Company, serves as the CODM. In evaluating performance, the CODM primarily focuses on compliance with regulatory capital requirements, including net capital and excess net capital, which management considers key measures of operating performance and financial condition. Given the highly regulated nature of the Company's operations, net capital is the primary metric used by management to assess the Company's ability to conduct its broker-dealer activities and meet ongoing regulatory obligations. The CODM reviews operating results on a consolidated basis. Segment assets are reflected as total consolidated assets on the accompanying statement of financial condition, and significant segment expenses are included in the accompanying statement of income. The accounting policies of the Company's operating segment are consistent with those described in the summary of significant accounting policies. For the year ended December 31, 2025, substantially all of the Company's revenues were generated from transactions with individual investors within the pooled investment vehicles located in the United States, and no individual investor within the pooled investment vehicles accounted for 10% or more of total revenues. **Income taxes**: The Company is a wholly owned subsidiary of MIH (Parent) and is treated as a disregarded entity for tax reporting purposes. No provision for income taxes is recorded since the liability for such taxes is that of the Parent rather than the Company. The Parent's income tax returns are subject to examination by the federal and state taxing authorities, and changes, if any, could adjust the individual income tax of the Parent. The FASB provides guidance for how uncertain tax positions should be recognized, measured, disclosed and presented in the financial statements. This requires the evaluation of tax positions taken or expected to be taken in the course of preparing the Parent's tax returns to determine whether the tax positions are "more-likely-than-not" of being sustained "when challenged" or "when examined" by the applicable tax authority. Tax positions not deemed to meet the more-likely-thannot threshold would be recorded as a tax benefit or expense and liability in the current year. For the year ended December 31, 2025, management has determined that there are no material uncertain income tax positions. The Parent and Company are not subject to examination by U.S. federal or state taxing authorities for tax years before 2022. **Cash**: Cash represents funds held in a bank account that is readily available for use in the Company's operations. **Prepaid expenses:** Prepaid expenses are fees paid in advance for services or benefits to be received in the future. These are recorded as assets on the statement of financial condition and are gradually recognized as expenses in the statement of operations over the period to which they relate. {13}------------------------------------------------ #### **Notes to Financial Statements** ### **Note 1. Nature of Business and Significant Accounting Policies (continued)** **Expense and accrued expenses:** The Company follows the accrual basis of accounting, recognizing expenses including fees in the statement of operations in the year they are incurred, regardless of when cash is paid. Expenses incurred but remained unpaid at year-end are accrued and reported as accrued expenses in the statement of financial condition. **Expenses allocated from affiliates:** Expenses allocated by affiliates represent costs incurred by affiliates on behalf of the Company for shared services or resources**.** **Expenses reimbursed from affiliates:** Expenses reimbursed from affiliates represent expenses incurred by the Company which are recovered from affiliates or expenses paid on behalf of the Company by affiliates. **Subsequent events**: The Company has evaluated subsequent events for potential recognition and/or disclosure through the date these financial statements were issued. #### **Note 2. Significant Business Relationships and Related-Party Transactions** The Company relies entirely on the operational support of MIH and MAM for its day-to-day staffing and operations. All persons associated with the Company are or were employees or officers of MIH and such firms share office space and supplies among each other. The relationship between the Company, MIH and MAM is documented in service agreements between the companies. MIH and MAM's combined service agreement is documented in a Compensation and Reimbursement Agreement dated July 1, 2009 (collectively, the Service Agreements), and amended and restated dated January 1, 2013. MAM will reimburse the Company an amount equal to the amounts of the Company's regulatory and other expenses which exceed any 12b-1 service fee commissions and dealer and underwriter concessions received by the Company from the funds. The Service Agreements will terminate in the event the respective affiliated investment adviser ceases to serve as the investment advisor to the Madison Funds, the Ultra Series Fund and/or the Madison Exchange Traded Funds. The Company earned \$36,131 of dealer and underwriter concessions from the Madison Funds for the year ended December 31, 2025. The Company had expense reimbursements from MAM in the amount of \$454,324 and was allocated \$409,968 of expenses from MAM for the year ended December 31, 2025. The due to affiliate, net, balance on the statement of financial condition consists primarily of the net payable related to the amounts noted above. Occasionally, the Company may transfer cash to MIH or an affiliate in order to better manage excess cash. During the year ended December 31, 2025, there were no transfers from the Company to MIH or any of its affiliates. {14}------------------------------------------------ #### **Notes to Financial Statements** ### **Note 3. Net Capital Requirements** The Company is a broker-dealer subject to the SEC 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 if the resulting net capital ratio would exceed 10 to 1. At December 31, 2025, the Company had net capital of \$128,649, which was \$123,649 in excess of its required net capital of \$5,000. The Company's ratio of aggregate indebtedness to net capital was 4.44%. #### **Note 4. Indemnifications** In the normal course of business, the Company enters into contracts that contain a variety of representations and warranties that provide indemnification under certain circumstances. The Company's maximum exposure under these arrangements is unknown, as this would involve future claims that may be made against the Company that have not yet occurred. The Company expects the risk of future obligation under these indemnifications to be remote. {15}------------------------------------------------ #### **Computation of Net Capital Under Rules 15c3-1 December 31, 2025 Schedule I** | Net capital: | | |-------------------------------------------------------|---------------| | Total member's capital | \$
166,168 | | Deductions and/or charges: | | | Non-allowable assets: | | | Prepaid expenses | 36,816 | | Accounts receivable | 703 | | Net capital | 128,649 | | Computation of basic net capital requirement, minimum | | | net capital required | 5,000 | | Excess net capital | \$
123,649 | | Aggregate indebtedness | \$
5,709 | | Ratio: Aggregate indebtedness to net capital | 4.44% | Note: There are no material differences between the above computation and the Company's corresponding unaudited Form X-17A-5 as of December 31, 2025. {16}------------------------------------------------ #### **Computation for Determination of Reserve Requirements Under Rule 15c3-3 December 31, 2025 Schedule II** None. Although the Company is not exempt from Rule 15c3-3, it does not transact business in securities with, or for customers and does not carry margin accounts, credit balances or securities for any person defined as a "customer" pursuant to Rule 17a-5(c)(4). Accordingly, there are no amounts reportable under this section. #### **Information Relating to Possession or Control Requirements Under Rule 15c3-3 December 31, 2025 Schedule III** None. Although the Company is not exempt from Rule 15c3-3, it does not transact business in securities with, or for customers and does not carry margin accounts, credit balances or securities for any person defined as a "customer" pursuant to Rule 17a-5(c)(4). Accordingly, there are no amounts reportable under this section. Source: SEC EDGAR via Adviser Search (https://search.stillhousedata.com). Agents: see https://search.stillhousedata.com/llms.txt.