SEC Division of Trading and Markets no-action letter: Vestwell Securities, LLC

January 23, 2026
Rhonda Brier
Vestwell Securities, LLC
360 Madison Avenue, 15th Floor
New York, NY 10017
Re: Annual Audited Financial Statement Filing Requirements Under Rule 17a-5 Dear Ms. Brier:
We have received your letter dated October 8, 2025, in which you request on behalf of Vestwell Securities, LLC (the “Firm”) relief from the requirement that the Firm file audited annual reports pursuant to paragraph (d) of Rule 17a-5 under the Securities Exchange Act of 1934 (“Exchange Act”) for the fiscal year ending on December 31, 2025 (the “Request”). I understand the following facts to be pertinent to the Request. The Firm’s registration as a broker-dealer with the Securities and Exchange Commission (“Commission”) became effective on July 22, 2025. The Firm is required, pursuant to paragraph (d) of Rule 17a-5, to file audited annual reports with the Commission, and the Firm chose December 31 as its fiscal year end. Accordingly, the Firm must file audited annual reports with the Commission as of December 31, 2025. In support of your request for relief, you represent that the Firm does not clear transactions, does not carry customer accounts and is not a broker-dealer that effectuates financial transactions with customers in accordance with Rule 15c3-3(k)(2)(i) under the Exchange Act. You further state that the Firm is approved to operate as a broker-dealer that maintains a minimum net capital of $5,000 and to engage in activities as a municipal security broker. In addition, you indicate that the Firm does not plan to conduct a securities business before the second quarter of 2026. Finally, you indicate that the Firm’s audited annual reports filed for the fiscal year ending December 31, 2026 will cover the entire period between July 22, 2025 and December 31, 2026. Based on the foregoing, the staff of the Division of Trading and Markets (“Division”) will not recommend enforcement action to the Commission if the Firm does not file the audited annual reports required under paragraph (d) of Rule 17a-5 for the fiscal year ended December 31, 2025 in the circumstance where the Firm’s audited annual reports filed for the fiscal year ending December 31, 2026 covers the entire period between July 22, 2025 and December 31, 2026.

This Division staff position is based strictly on the facts and circumstances stated in the Request. Any different facts or circumstances from those set forth in the Request may require a different response. Furthermore, this response expresses the Division staff’s position regarding enforcement action only and does not purport to express any legal conclusions on the question presented. The Division staff expresses no view with respect to any other questions that the proposed activities may raise, including the applicability of any other federal, state, or foreign laws or SRO rules. This position is subject to modification or revocation at any time. Sincerely,

Raymond A. Lombardo
Assistant Director cc: Brian Stanton, FINRA

October 8, 2025
VIA FINRA GATEWAY
Re: Vestwell Securities, LLC
CRD #: 331531
To whom it may concern,
I write on behalf of above-referenced firm, which became a FINRA member on July 22, 2025. By way of background, the firm is a limited-purpose broker dealer, with a minimum net capital requirement of $5,000, approved to engage in activities as a municipal security broker. I am seeking annual audit relief for new member firms, pursuant to SEA 17a-5(m)(3), which reads:
On written request of any national securities exchange, registered national securities association, broker or dealer, or on its own motion, the Commission may grant an extension of time or an exemption from any of the requirements of this section either unconditionally or on specified terms and conditions. Additionally, pursuant to 17a-5(m)(3)/01 (Exemption From Filing Initial Annual Audit Report), a broker-dealer need not apply to the Securities and Exchange Commission for relief from filing its audited annual report of financial statements required by SEA Rule 17a-5(d) for its initial audit period under the following circumstances:

1. The registration of the broker-dealer with the Commission became effective within
   three months of the end of its initial audit period;
2. The broker-dealer does not clear transactions, does not carry customer accounts, and
   is not a broker-dealer that effectuates financial transactions with customers in accordance with SEA Rule 15c3-3(k)(2)(i);
3. The broker-dealer’s audited annual report for the next audit period will cover the entire
   period from the effective date of the broker-dealer’s registration with the Commission; and
4. The broker-dealer sends notice to the Commission and to its Designated Examining
   Authority before its audited annual report is due that it has met the above conditions. Vestwell Securities, LLC has satisfied items 2 and 3, above. Although the broker-dealer was granted FINRA registration on July 22, 2025, and the end of its annual audit period is December 31, 2025, the broker-dealer does not plan to be operational before Q2 2026. We are therefore requesting relief from filing its audited annual report of financial statements required by SEA

Rule 17a-5(d) for its initial audit period. Given that the firm has been registered with the SEC before the three-month period of the filing year, we are contemporaneously applying to the Securities and Exchange Commission for relief from filing its audited annual report of financial statements required by SEA Rule 17a-5(d). We thank you in advance for your consideration. Regards, Rhonda Brier Vestwell Securities, LLC