Regulation Best Interest Disclosure Obligation

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Member of FINRA

Percent Securities, LLC
145 East 57th Street,
New York, NY 10022

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July 2026

Regulation Best Interest (Reg BI) disclosures are designed to give the investor a better understanding of how Percent Securities, LLC (referred to as “the firm,” “we,” or “us”) offers private securities, including:

  • The type of products and services we might offer you
  • The fees or expenses that might be associated with those offerings
  • Material facts as to our client relationships and conflicts we may have

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‍Capacity

Percent Securities, LLC is registered as a broker-dealer with the Securities and Exchange Commission (“SEC”), and is a member of FINRA. The firm offers brokerage services through Percent Technologies’ online platform (“Platform”). The firm brokers private debt placements to accredited investors. We act as placement agent for companies, issuers and borrowers seeking to raise private debt capital from investors. Securities transactions on the Platform are self-directed. However, we also make certain offerings available to investors off the platform as well.

Percent Securities, LLC is affiliated with Percent Advisors, LLC, a registered investment adviser. Brokerage and investment advisory services and fees differ, and investors should understand the difference between the two before deciding which type of service, or combination of services, is appropriate for them.

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Fees and Costs

The firm charges the companies, issuers or borrowers raising capital a placement agent fee that varies on each transaction. This placement agent fee is disclosed in each transaction’s respective private placement memorandum and is an indirect cost to investors, as many companies, issuers and borrowers consider their all-in cost of capital when making decisions on what level of return they want to make available to investors.

Percent Securities, LLC or its affiliated entities may also charge investors service fees directly. Applicable fees may also be charged to investors for secondary market trading based on indications of interest. Investors will pay fees and costs whether they make or lose money on their investments, and these fees and costs will reduce any amount of money made on an investment over time.


Type and Scope of Services

Private securities are illiquid. Understanding your current financial position helps us to evaluate whether buying a private placement makes sense for an investor’s portfolio. Percent Securities, LLC does not provide account monitoring services.

We limit our securities offerings to only approved products. We offer the following services:

  • Serving as placement agent on behalf of issuers in private securities to accredited investors.
  • Secondary market trading based on indications of interest.

The offering may require a minimum investment amount to participate. Investment opportunity minimums are disclosed in the offering materials. In order for individual investors to invest in a private debt placement offered by the firm, investors must be accredited investors, and we require all individual investors to complete an investor questionnaire prior to investing.

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Other Material Facts

The offerings agented by Percent Securities, LLC are made generally to give investors exposure to private funds. Investments in private funds:

  • Are subject to the complete loss of your investment;
  • Can be highly illiquid because no trading market exists;
  • Are subject to restrictions on resale, transfer, withdrawal or redemption of interests; and
  • Can be hard to value.

The funds are offered through a confidential private placement memorandum (“PPM”). The PPM provides important detailed information regarding risks and other matters and must be read carefully before a decision is made as to whether to invest.


Conflicts of Interest

Percent Securities, LLC attempts to prevent and limit our conflicts of interest; however, conflicts of interest may exist as a result of the nature of the business that we do.

  • We act as placement agent for unregistered securities and are paid a commission, based on the successful placement of the securities, which incentivizes us to offer these securities.
  • Our employees earn a salary as well as a discretionary bonus based on their individual job performance and the performance of Percent Securities, LLC and its affiliates. Employees may have an incentive to generate business to enhance company and individual performance.
  • Potential conflicts of interest may arise in the process of allocating securities to clients in cases where there is limited supply, incentivizing us to favor one client over another. Our policies and procedures are designed to identify and preclude us from engaging in transactions borne from inappropriate incentives. We have adopted policies and procedures relating to, among other things, prohibited acts, insider trading, anti-money laundering, gifts and entertainment, outside business activities, and client communications to identify and mitigate conflicts of interest with investors.
  • A control person of Percent Securities, LLC or Percent Advisors, LLC may act as the manager of a company, issuer or borrower, and may receive related compensation.
  • A control person of Percent Securities, LLC or Percent Advisors, LLC may also be employed by the Platform, and may receive related compensation.
  • A control person of Percent Securities, LLC may also be affiliated with Percent Advisors, LLC and may receive compensation related to any products sold to investors managed by Percent Advisors, LLC. Any commission payable to Percent Securities, LLC provides a strong economic incentive for the registered representatives and its affiliates. Investors should be aware that the interests of Percent Securities, LLC and its affiliates are not necessarily aligned with those of investors.
  • In certain instances, Percent Securities, LLC and Percent Advisors, LLC may also share fees with third-party referral sources, such as other broker-dealers or a foreign finder.

 

Disclaimers

The information in this document does not constitute an offer to sell securities or a solicitation of an offer to buy securities. Further, none of the information contained herein is a recommendation to invest in any securities or a recommendation of any interest in any fund or security offered by Percent Securities, LLC. Past performance is no guarantee of future results. Any historical returns, expected returns or probability projections may not reflect actual future performance. All investments involve risk and may result in loss, including loss of principal. Percent Securities, LLC does not render investment, financial, legal or accounting advice.

Alternative investments are speculative and possess a high level of risk. No assurance can be given that investors will receive a return of their capital. Those investors who cannot afford to lose their entire investment should not invest. Offerings are available only to certain qualified investors.

Investments in private placements carry significant risks, including speculative, illiquidity, and a high risk of loss of entire investment amount; those investors who cannot hold an investment for an indefinite term should not invest.

Private credit investments may be complex investments and they are subject to risks including default, Illiquidity, valuation opacity, leverage, concentration, and refinancing/duration. Asset-backed securities carry the risk that the underlying pool of loans or receivables may default at higher-than-expected rates — especially during economic downturns — potentially leaving investors with significant losses. Corporate loans carry the risk that borrowers may default on repayment due to deteriorating business conditions, potentially resulting in significant financial losses for lenders.

Unsecured Notes may involve high risk and are speculative investments. The Unsecured Notes are not secured. In the event of a default, investors may not receive any payments. There is no public market for Unsecured Notes, and none is expected to develop. There is no guarantee that an investment will be profitable or that an investor in Unsecured Notes will receive any payments of principal or interest. You should not invest in the Unsecured Notes if you cannot afford to lose the entire amount of your investment.

The only basis for purchasing any securities is the final base sale document or private placement memorandum. Such offerings are made only to persons who are “accredited investors” as defined in Rule 501(a) under the Securities Act of 1933, as amended. Investors should make their own independent evaluation and analysis, consult financial, tax and investment consultants, and decide whether to invest. No communication by Percent Securities, LLC or any of its affiliates should be construed as, or is intended to be, investment, tax, financial, accounting, or legal advice.

All information regarding an offering is provided by, and is the responsibility of, the issuer of the applicable fund. Neither Percent Securities, LLC nor its related parties guarantees the sufficiency, accuracy or completeness of any such information.

Percent Securities, LLC is a U.S. registered broker-dealer, member FINRA, SIPC. These registrations and memberships in no way imply that the SEC, FINRA or SIPC have endorsed the entities, products or services discussed herein.