# SGP SECURITIES, LLC X-17A-5 (2026-02-18) — Broker-dealer annual report - Company: SGP SECURITIES, LLC - Form: X-17A-5 - Filed: 2026-02-18 - Period: 2025-12-31 - Accession: 0002015820-26-000001 - CIK: 2015820 - File #: 8-71225 - Type: Broker-dealer - Material weakness: No - Auditor: Goldman & Company, CPA's, P.C. - Auditor location: Marietta, GA - Contact: Steven Smith - Phone: 650-823-5437 - Email: ssmith@smithgoffman.com - Website: smithgoffman.com - Signed by: Steven Smith (Co-CEO) Original filing: https://www.sec.gov/Archives/edgar/data/2015820/000201582026000001/audits.pdf --- {0}------------------------------------------------ **UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington,** D.C. **20549** # **ANNUAL REPORTS FORM X-17 A-5 PART Ill** | 0MB APPROVAL | | |--------------------------|----| | 0MB Number: 3235-0123 | | | Expires: Nov 30, 2026 | | | Estimated average burden | | | hours per response: | 12 | **FACING PAGE** **Information Required Pursuant to Rules 17a-5, 17a-12, and lSa-7 under the Securities Exchange Act of 1934** | FILING FOR THE PERIOD BEGINNING | ________
01/01/2025 | AND ENDING | | ________
12/31/2025
_ | |----------------------------------------------------------------------------------------------------------------------------------------------------------------------|------------------------------------------------------------|-----------------------------------------|--------------------------------|-----------------------------| | | MM/DD/YY | | | MM/DD/YY | | | A. REGISTRANT IDENTIFICATION | | | | | NAME OF FIRM: SGP Securities, LLC | | | | | | TYPE OF REGISTRANT (check all applicable boxes):
ii Broker-dealer
□ Security-based swap dealer
D Check here if respondent is also an OTC derivatives dealer | | □ Major security-based swap participant | | | | ADDRESS OF PRINCIPAL PLACE OF BUSINESS: (Do not use a P.O. box no.) | | | | | | 31 Hudson Yards, 11th Floor | | | | | | | (No. and Street) | | | | | New York | NY | | | 10001 | | (City) | (State) | | | (Zip Code) | | PERSON TO CONTACT WITH REGARD TO THIS FILING | | | | | | Steven Smith | 650-823-5437 | | | ssmith@smithgoffman.com | | (Name) | (Area Code -Telephone Number) | | (Email Address) | | | | B. ACCOUNTANT IDENTIFICATION | | | | | INDEPENDENT PUBLIC ACCOUNTANT whose reports are contained in this filing* | | | | | | Goldman & Company, CPA's, P.C. | | | | | | | (Name - if Individual, state last, first, and middle name) | | | | | 3535 Roswell Road, Suite 32 | Marietta | | GA | 30062 | | (Address) | (City) | | (State) | (Zip Code) | | 6/25/09 | | 1952 | | | | (Date of Re fstration with PCAOB if a
licable | | | PCAOB Re istration Number if a | licable | | | 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 relfed on as the basis of the exemption. See 17 CFR 240.17a-S(e)(l)(ii), if appHcable. **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.** {1}------------------------------------------------ #### OATH **OR AFFIRMATION** I, Steven Smith swear (or affirm) that, to the best of my knowledge and belief, the financial report pertaining to the firm of SGP Securities, LLC as of December 31 , 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 be, has any proprietary interest in any account classified solely Johnston County, NC Title: | Co-CEO | | |--------|--| #### **This filing•• contains (check all applicable boxes):** - ~ (a) Statement of financia I cond itlon. - ~ (b) Notes to consolidated statement of financial condition. - ~ (c) Statement of income (loss) or, If there rs 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. - ~ (el Statement of changes in stockholders' or partners' or sole proprietor's equity. - D (fl 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. - D (i) Computation of tangible net worth under 17 CFR 240.18a-2. - ~ U) Computation for determination of customer reserve requirements pursuant to Exhibit A to 17 CFR 240.15c3-3. - □ (kl 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. - D (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 tangfble net worth under 17 CFR 240.15c3-l, 17 CFR 240.lSa-1, or 17 CFR 240.lSa-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. - D (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. - D (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. - D (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.lSa-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.lSa-7, as applfcable. - D (x) Supplemental reports on applying agreed-upon procedures, in accordance with 17 CFR 240.15c3-le or 17 CFR 240.17a•12, as applicable. - D (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). D (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. {2}------------------------------------------------ FINANCIAL ST A TEMENTS December 31, 2025 {3}------------------------------------------------ ## **SGP SECURITIES, LLC TABLE OF CONTENTS December 31, 2025** | REPORT OF INDEPENDENT PUBLIC ACCOUNTING FIRM | | |--------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|----| | FJNANCIAL STATEMENTS: | | | STATEMENT OF FINANCIAL CONDITION

2 | | | ST A TEMENT OF OPERA TJONS. | 3 | | STATEMENT OF CASH FLOWS | 4 | | STATEMENT OF CHANGES IN MEMBER'S EQUITY 5 | | | NOTES TO FINANCIAL STATEMENTS
6 | | | SCHEDULE I: COMPUTATION OF NET CAPITAL
-
UNDER
RULE 15C3-1 OF THE SECURITIES AND EXCHANGE COMMISSION | 10 | | SCHEDULE II: COMPUTATION FOR DETERMINATION OF
RESERVE REQUIREMENTS AND INFORMATION RELATING
TO POSSESSION OR CONTROL UNDER RULE l 5C3-3 OF THE
11
SECURITIES AND EXCHANGE COMMISSION | | {4}------------------------------------------------ #### REPORT OF INDEPENDENT REGrSTERED PUBLIC ACCOUNTING FJRM To the Member and Management of SGP Securities, LLC We have audited the accompanying statement of financial condition of SGP Securities, LLC as of < December 31, 2025, the related statements of operations, changes in member's equity and cash flows for **tiil••** o.. the year ended December 31, 2025 and the related notes (collectively referred to as the **"financialu** :E statements"). In our opinion, the financial statements present fairly, in all material respects, the financial position of SGP Securities, LLC as of December 31, 2025, and the results of its operations and its cash 0 flows for the year then ended in conforn1ity with accounting principles generally accepted in the United U States of America. **P** ~ #### **Basis for Opinion** These financial statements are the responsibility of SGP Securities, LLC's management. Our responsibility is to express an opinion on SGP Securities, 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 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 perfonn 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 perfonning procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audit also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audit provides a reasonable basis for our opinion. #### **Auditor,s Report on Supplemental Information** The Schedule's I- Computation of Net Capital Under Ruic J 5c3-l of the Securities and Exchange Commission, and Schedule JI-Computation for Detennination of Reserve Requirement (exemption) and Infonnation Relating to Possession or Control Requirements Under SEC Rule 15c3-3 of the Securities and Exchange Commission (exemption) have been subjected to audit procedures performed in conjunction with the audit of SGP Securities, LLC 's financial statements. The supplemental infom1ation is the responsibility of SGP Securities, LLC 's management. Our audit procedures included detennining whether the supplemental infonnation reconciles to the financial statements or the underlying accounting and other records, as applicable, and perfonning procedures to test the completeness and accuracy of the information presented in the supplemental information. In forming our opinion on the supplemental infonnation, we evaluated whether the supplemental information, including its form and content, is presented in conformity with 17 C.F.R. §240. l 7a-5. In our opinion, the schedule's I and II arc fairly stated, in all material respects, in relation to the financial statements as a whole. We have served as the Company's auditor since 2024. Goldman & Company, CPA's, P.C. Marietta, Georgia February 16, 2026 {5}------------------------------------------------ #### FINANCIAi, STA TF,MENTS {6}------------------------------------------------ ## **STATEMENT OF FINANCIAL POSITION December 31, 2025** | ASSETS | | |---------------------------------|--------------| | Current assets: | | | Cash and cash equivalents | \$
43,213 | | Prepaid expenses | 12,437 | | Total current assets | 55,650 | | Total assets | \$
55,650 | | LIABILITIES AND MEMBER'S EQUITY | | | Current IiabiJities: | | | Accounts payable | \$
1,000 | | Accrued expenses | 19,500 | | Total current liabilities | 20,500 | | Total liabilities | 20,500 | | Member's equity | 35,150 | |---------------------------------------|--------------| | Total liabilities and member's equity | \$
55,650 | The accompanying notes arc an integral part of these financial statements {7}------------------------------------------------ ## **STATEMENT OF OPERATIONS For the Year Ended December 31, 2025** | Income | \$ | |-------------------------------------------|-----------------| | Operating expenses: | | | Office rent | 46,806 | | Salaries and wages | 37,764 | | Insurance | 26,016 | | Payroll taxes | 2,760 | | FINRA member fees | 1,830 | | Retirement plan employer match | 1,554 | | FINRA fidelity bond | 600 | | Total operating expenses | 117,330 | | General and administrative expenses: | | | ACA fees | 104,769 | | Accounting | 35,990 | | Dues and subscriptions | 16,111 | | IT expenses | 6,431 | | Filing fees | 737 | | Retirement plan administration | 714 | | Office | 72 | | Total general and administrative expenses | 164,824 | | Total expenses | 282,154 | | Net loss | \$
(282,154) | The accompanying notes are an integral part of these financial statement~ {8}------------------------------------------------ ## **STATEMENT OF CASH FLOWS For the Year Ended December 31, 2025** | Cash flows from operating activities: | | |----------------------------------------------------------------------|-----------------| | Net loss | \$
(282,154) | | Adjustments to reconcile net loss to | | | net cash from operating activities: | | | (Increase) decrease in assets: | | | Prepaid expenses | 513 | | Increase (decrease) in liabilities: | | | Accounts payable | 1,000 | | Accrued expenses | 19,500 | | Total adjustments to net loss | 21,013 | | Net cash used in operating activities | (261,141) | | Cash flows from financing activities: | | | Capital contributions -
Smith Goffman Partners LLC | 237,316 | | Capital distributions -
Smith Goffman Partners LLC | (34,772) | | Net cash provided by financing activities | 202,544 | | Net cash decrease for period | (58,597) | | Cash and cash equivalents, beginning of year | 101,810 | | Cash and cash equivalents, end of year | \$
43,213 | | Supplemental disclosures of cash flow information:
Cash paid for: | | | Interest | | | Income taxes | | The accompanying notes arc an integral part of these financial statements {9}------------------------------------------------ ## **STATEMENT OF CHANGES IN MEMBER'S EQUITY For the Year Ended December 31, 2025** | Member's equity, beginning of period | \$
114,760 | |--------------------------------------|---------------| | Net loss | (282.154) | | Capital contributions | 237,316 | | Capital distributions | (34,772) | | Member's equity, end of period | \$
35,150 | The accompanying noles are an integral part of these financial stalemcnls {10}------------------------------------------------ ## **SGP SECURITIES, LLC NOTES TO FINANCIAL ST A TEMENTS December 31, 2025** #### **1. Summary of Significant Accounting Policies** **Business activity:** SGP Securities, LLC (the "Company") was fonned in Delaware on September 26, 2023. The Company's business is limited to acting as a private placement agent and to consult in connection with restructuring advice and mergers and acquisitions. Company revenues are derived from commissions and fees earned in private placement transactions, restructuring advice and merger and acquisition consulting fees. The Company does not engage in any operations requiring establishment of customer accounts, handling of customer securities or funds, retail securities transactions, securities clearing activities, margin activities or any other fonns of securities business. Significant changes in the Company's business require FINRA approval. **Basis of presentation:** The accompanying financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (''U.S. GAAP"). The Company is evaluating new accounting standards and will implement as required. **Revenue and revenue recognition:** Revenue is recorded in accordance with ASU No. 20 I 4- 09, *Revenue from Contracts with Customers (Topic 606).* Revenue is derived from one revenue stream as identified above in "Business activity". There are no separate performance obligations for the Company's revenue stream. The Company had no revenue for the period under audit. **Judgments:** The Company will consider several factors in determining that control Lransfers to the customer at the point in time when the advisory service has been provided. **Cash and cash equivalents:** The Company maintains cash in bank deposit accounts, which at times, may exceed federally insured limits. The Company has not experienced any losses in such accounts. The Company believes il is not exposed to any significant credit risk on cash. The Company considers all highly liquid debt instruments purchased with maturities of three months or less to be cash equivalents. The Company maintains cash at a financial institution where the total cash balance is insured by the Federal Deposit Insurance Corporation (the FDIC) up to \$250,000 per depositor, per bank. At times, the Company may have cash balances that exceed the balance insured by the FDIC. As of December 31, 2025, and through the date of this report there were no such claims. Cash or securities in banks subject to withdrawal restrictions, restricted deposits held as compensating balances, and cash segregated in compliance with federal or other regulations (such as cash deposited in a special reserve bank account for the exclusive benefit of customers pursuant to SEC Rule l 5c3-3), if any, are classified separately in the statement of financial condition. The Company had no restricted deposits for the period under audit. {11}------------------------------------------------ ## **SGP SECURITIES, LLC NOTES TO FINANCIAL ST A TEMENTS December 31, 2025** ## I. **Summary of Significant Accounting Policies (continued)** **Income taxes:** The Company has adopted ASC 740-1 0. Accounting for Uncertainty in Income Taxes. The Company is required to evaluate any uncertain tax position including its status. The Company has determined it has no uncertain tax positions for the period under audit. The Company is treated as a disregarded entity for income tax purposes. As a disregarded entity, the Company is generally not subject to f ederat state or local income tax. The Company's taxable income is reported on the consolidated tax return of its parent company. **Advertising:** The Company expenses all advertising costs as incurred. **Use of estimates:** The preparation of financial statements in U.S. GAAP requires management to make estimates and assumptions that affect certain reported amounts of assets and liabilities, disclosures of contingent assets and liabilities at the date of the financial statements, and the reported amounts of revenues and expenses during the reporting period. The Company's results are affected by economic, political, legislative, regulatory, and legal actions. Economic conditions such as recessionary trends, inflation, interest and monetary exchange rates, and government fiscal policies, can have a significant effect on operations. These factors and other events may cause actual results to differ from management's estimates. **Date of management's review:** The Company has evaluated subsequent events through February 16, 2026, which is the date the financial statements were available to be issued. #### **2. Related Parties** The Company is a wholly-owned subsidiary of its parent company SGP Capital Advisors LLC ("Parent"). SGP Capital Advisors LLC is a wholly-owned subsidiary of its parent company SGP Capital Holdings, LLC, which is a wholly-owned subsidiary of its parent company Smith Goffman Partners, LLC ("SGP"). The Company enters into certain transactions with SGP. During the year ended December 31, 2025, SGP through its subsidiaries as noted above has contributed approximately \$237,316 of capital into the Company on behalf of the Parent, of which \$153,918 was debt forgiveness. Effective April 2024, the Company and SGP are parties to a management services/expense sharing agreement and have agreed that SGP will provide certain services as set forth below to SGP Securities. SGP provides administrative services for invoicing, co1lections, bookkeeping and related services. SGP provides the Company with office space together with such electricity, telephone service, computers, internet access and other typical office facilities and services as the Company may require. {12}------------------------------------------------ ## **SGP SECURITIES, LLC NOTES TO FINANCIAL STATEMENTS December 31, 2025** #### **2. Related Parties (continued)** The Company is responsible for paying any expenses that are direct obligation of the brokerdealer including, but not limited to, FIN RA and SIPC assessments, registration and renewal costs, Fidelity Bond premiums, etc. During the year ended December 31, 2025, shared expenses under this agreement totaled \$138,045 of which \$125,608 are included with various operating expense line items on the statement of operations and approximately \$12,437 remains recorded as prepaid expense. SGP also paid direct expenses on behalf of the Company totaling \$15,873. As of December 31, 2025, there arc no receivable or payable balances between the Company and SGP. #### **3. Segment Information** The Company is engaged in a single line of business as a securities broker-dealer, which is comprised of several classes of services including investment banking and advisory services. The Company has identified its CEO 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 consist of a single operating segment and therefore, a single reportable segment, because the CODM manages the 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. #### **4. Regulatory and Net Capital Requirements** As a broker-dealer the Company is subject to the Securities and Exchange Commission's Uniform Net Capital Rule (Rule I 5c3-1) which requires the maintenance of minimum net capital. Ruic l 5c3-l requires that the Company maintain minimum net capital, as defined, of \$5,000 at December 31, 2025 and requires that the ratio of "aggregate indebtedness" to "net capital" as those terms arc defined by the rule, may not exceed 8.00 lo 1.00. At December 31, 2025 the Company's net capital was \$22,713 which was \$17,713 in excess of its required net capital of \$5,000, and its ratio of aggregate indebtedness to net capital was 0.90 to 1.00. #### **5. Commitments and Contingencies** The Company is exposed to various asserted and unasserted potential claims encountered in the normal course of business. As of December 31, 2025, and through the date of this report there were no such claims. {13}------------------------------------------------ ## **SGP SECURITIES, LLC NOTES TO FINANCIAL STATEMENTS December 31, 2025** #### **6. Going Concern** These financial statements arc prepared on a going concern basis. The Company sustained a net loss for the period under audit and negative cash flows from operations. This was expected by management and ownership. The Company has determined that it will be able to meet all current commitments and net capital requirements either through capital contributions or operating income for the next 12 to 24 months. {14}------------------------------------------------ ## **SCHEDULE I: COMPUTATION OF NET CAPITAL- UNDER RULE 15c3-1 OF THE SECURITIES AND EXCHANGE COMMISSION December 31, 2025** | NET CAPITAL
Total member's equity | \$
35,150 | |-----------------------------------------------------|--------------| | Deductions and/or changes: | | | Non-a11owable assets | 12,437 | | Net capital | 22,713 | | Less: Minimum net capital requirements at 6 2/3% of | | | aggregate indebtedness (\$5,000 if higher) | (5,000) | | Excess net capital | \$
17,713 | | AGGREGATE INDEBTEDNESS | | | Accounts payable and accrued expenses | \$
20,500 | | Ratio of aggregate indebtedness to net capital | 0.90 to 1.00 | Statement pursuant to paragraph (d)(4) of Rule 17a-5: There are no material differences between the computation of net capital presented above and the computation of net capital reported in the Company's unaudited Form X-l 7A-5, Part llA filing as of December 31, 2025. {15}------------------------------------------------ ## **SCHEDULE** II: **COMPUTATION FOR DETERMINATION OF RESERVE REQUIREMENTS AND INFORMATION RELATING TO POSSESSION OR CONTROL UNDER RULE 15C3-3 OF THE SECURITIES AND EXCHANGE COMMISSION DECEMBER 31, 2025** The Company is not claiming an exemption from SEC Rule l 5c3-3, in reliance on footnote 74 to SEC Release 34-70073 and as discussed in Q&A 8 of the related FAQ issued by SEC staff. ln order to avail itself of this option, the Company has represented that it does not, and will not, hold customer funds or securities. The accompanying notes are an integral part of these financial statements {16}------------------------------------------------ #### REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM To the Member and Management of SGP Securities, LLC We have reviewed management's statements included in the accompanying Rule I 5c3-3 Exemption Report pursuant to SEC Rule 17a-5, in which (1) SOP Securities, LLC (the Company) did not claim an exemption under paragraph **(k)** of 17 C.F.R §240.15c3-3, and (2) the Company is filing this a. Exemption Report relying on Footnote 74 of the SEC Release No. 34-70073 adopting **amendments-a** :;; to 17 C.F.R § 240. I 7a-5 because the Company would limit its business activities exclusively to 0 include receiving transaction-based compensation for identifying potential merger and U acquisition opportunities for clients. The Company had no revenue in 2025. In addition, the Company 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; 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. SOP Securities, LLC's management is responsible for compliance with the exemption provisions 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 SOP Securities, LLC's compliance with the exemption provisions. 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. 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 upon the Company's business activities contemplated by Footnote 74 of the SEC Release No. 34- 70073 adopting amendments to 17 C.F.R. *§* 240. l 7a-5, and related SEC Staff Frequently Asked Questions. Goldman & Company, CPA's, P.C. Marietta, Georgia February 16, 2026 {17}------------------------------------------------ SGP Securities, LLC 31 Hudson Yards New York, NY 10001 ## **Exemption Report Decem her 31, 2025** SGP Securities, LLC (the "Company") is a registered broker-dealer subject to Rule l 7a-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. l 7a-5( d)( 1) and ( 4). To the best of its knowledge and belief, the Company states the following: (1) The Company is filing this Exemption Report relying on Footnote 74 of the SEC Release No. 34-70073 adopting amendments to 17 C.F.R. § 240. **l** 7a-5 because the Company will limit (no revenue received in 2025) its business activities exclusively to receiving transaction-based compensation for identifying potential merger and acquisition opportunities for clients, 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 l 5c2-4 and/or funds received and promptly transmitted for effecting transactions via subscriptions on a subscription way bases 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. SGP Securities, LLC I, Steven Smith, swear (or affirm) that, to my best knowledge and belief, this Exemption Report is true and correct. **Date:** January 16, 2026 Source: SEC EDGAR via Adviser Search (https://search.stillhousedata.com). Agents: see https://search.stillhousedata.com/llms.txt.