Part 6 IFR disclosure

1. Introduction and Context

The Investment Firm Regulation and Directive (“IFR/IFD”) is the prudential regime for MiFID investment firms which aims to streamline and simplify the prudential requirements for EU investment firms. IFR/IFD applies to Hidden Road Partners CIV NL B.V. (doing business as “Ripple Prime”, hereafter referenced as the “Firm” or “Ripple Prime NL”) as an AFM authorized and regulated firm.

The public disclosure requirements of IFR/IFD are set out in Part 6 of IFR. This disclosure is in respect of the accounting year ended 31 December 2025. Ripple Prime NL classifies as a Class 2 investment firm under IFR/IFD.

1.1. Business Summary

Ripple Prime NL is a subsidiary of Ripple Prime, a global credit network for institutions enabling seamless access to traditional and digital markets. Conflict-free and built on a modern technology stack, Ripple Prime removes complexity and cost in prime brokerage, clearing and financing. Ripple Prime services a professional counterparty base made up of institutional investors, market makers, hedge funds and proprietary firms. The geographical location of potential counterparties will be global, focused where the market provides credit intermediation opportunities. Ripple Prime NL does not provide any services to retail clients.

The Firm is established to provide prime brokerage services in traditional and digital assets, from the Netherlands. To support this, the Firm is authorised and regulated as an investment firm by the Dutch Autoriteit Financiële Markten (“AFM”) with firm reference number 14006260 since 20 April 2023 for the following:

Since 23 April 2025, the Firm received permission from the AFM to offer the ancillary service below. This will be done through Hidden Road Partners Stichting (“HRP Stichting”) - a bankruptcy remote foundation for the protection of client money and assets of clients of Ripple Prime NL:

Additionally, the Firm is authorised and regulated as a Crypto Asset Service Provider (“CASP”) by the AFM with firm reference number 41000008 since 30 December 2024 for the following:

In 2025, Ripple Prime NL offered prime brokerage services to counterparties with respect to the following types of asset classes:

• Foreign exchange (“FX”) spot and derivatives;
• Digital assets spot.

2. Governance

2.1. Overview of Governance Arrangements

2.1.1. The Board

For 2025, the Management Board of Ripple Prime NL existed of the following natural persons:

• Mr. Michael Higgins
• Mr. Moritz Heise
• Mr. Wieger ten Have - from 13 November 2025
• Mr. Emmanuel Llorens - until 13 November 2025
• Ms. Juanita Malavé - until 19 September 2025

Strategic and operational decision-making responsibility at Ripple Prime NL ultimately rests with the Board. The Firm is headed by an effective Board, which meets formally on a calendar quarterly basis, and which directs and controls the Firm. The Board will also have the flexibility to hold ad-hoc meetings, should the need arise to discuss matters of strategic importance on a more frequent basis. All such meetings will have written agendas and minutes to ensure a true record of events.

The Board comprises the above executive members and is privy to any information required to allow it to discharge its responsibilities. Management and financial information is distributed to senior managers and directors. The Board is supported by the local compliance and risk teams, who give updates at the quarterly board meetings.

Ripple Prime NL has a separate Risk and Compliance Committee and AML/CFT Committee. Additionally, Ripple Prime NL is part of the Ripple Prime Group Coin Assessment Committee, Business Continuity Planning Committee and Investment Committee.

2.1.2. Directorships

Neither of the directors have held office in executive or non-executive functions outside of the Ripple Prime Group throughout the financial year ending 31 December 2025.

2.1.3. Diversity

Due to the size of the Firm, it is not proportionate for Ripple Prime NL to have a policy promoting diversity on the management body.

3. Risk

3.1. Ripple Prime NL’s approach to risk management

The Firm has implemented an Enterprise Risk Management Programme to achieve the following:

• To mitigate risk to a level that any losses sustained remain within Ripple Prime’s overall quantified risk appetite;
• Not to pose a material risk to the Firm’s ability to continue trading; and
• To meet its prudential supervisory obligations.

Ripple Prime NL’s Enterprise Risk Management Programme (ERMP) is based on the Ripple Prime Group Enterprise Risk Management Programme which provides a systematic process for understanding, evaluating, and responding to risks across the entire organisation.

The ERMP defines Ripple Prime NL’s risk strategy which consists of three pillars:

1. Cultivation of a risk-aware culture that empowers each member of staff to contribute to the identification, assessment, mitigation and reporting of risk.
2. Embedding effective and efficient risk management frameworks to effectively manage the risks faced by the firm in order to achieve its objectives and business growth.
3. Establishment of a clear governance structure that enables Ripple Prime NL’s Board to set the Group’s risk appetite and receive regular reporting and assurance from risk owners or the Risk and Compliance teams that the firm’s residual risk is within the determined risk appetite.

The ERMP follows the Ripple Prime Group Risk Taxonomy and identifies Ripple Prime NL risk owners, who are responsible that the Group risk management frameworks for each risk appropriately the incorporate Ripple Prime NL’s requirements and constraints.

The Board takes an active role in the risk management process at Ripple Prime NL and is responsible for the maintenance of, and ultimately compliance with, the risk management strategy at the firm. The Board director responsible for risk has overall responsibility for the oversight of risk within the Firm. The Firm recognises that risk management processes are evolutionary and should be subject to ongoing review and modification.

It is worth noting that maintaining three organisationally segregated lines is not proportional to Ripple Prime NL’s size, hence individual teams may perform first and second line work albeit with appropriate segregation of duties. Third line assurance may be provided to management by peer quality assurance review or external providers as appropriate.

With respect to the business model, Ripple Prime NL’s products, counterparty base and income generation, Ripple Prime NL has identified material risks as set out in the risk control self-assessment (RCSA). The Ripple Prime NL RCSA is defined by the Ripple Prime Group’s risk taxonomy (outlined in the Group Enterprise Risk Management Programme), which consists of defined Level 1 risks of:

• Strategic
• Financial & Capital
• Operational: Operations
• Operational: People
• Operational: Legal & Compliance

The above Level 1 risks are then further refined in accordance with the firm’s business model, into Level 2 risks, which provide the basis of Ripple Prime NL’s RCSA.

Following consideration by the Board of the risks noted above, in the view of the Ripple Prime NL Board there is no misalignment between the Ripple Prime NL business model, counterparty interest and Ripple Prime NL’s risk appetite with respect to the foregoing. Ripple Prime NL considers that the risks identified can be adequately monitored and managed in order that the likelihood of occurrence remains within its risk appetite.

Risk appetite is an articulation of the risk Ripple Prime NL is prepared to accept in pursuit of its business strategy in both quantitative measures and qualitative terms. It has been duly set and approved by the Board and is integrated into its strategy and business plan. It is a key element within the ERMP.

The Firm’s Risk Appetite Statement will be reviewed, for approval by the Board, annually and at other times in the event that internal or external circumstances demand such a review, as required by Article 24 IFD.

The Board director responsible for risk will be responsible for assessing the impact on the firm’s risk appetite of any changes in circumstances (internal or external) which may warrant a change to the risk appetite statement and recommending any such changes to the Board ahead of a scheduled annual review. The risk appetite statement shows an overall low appetite for risk across all Level 2 risks.

3.2. Key risks and the associated risk management approach

The following section covers risk management objectives and policies for Ripple Prime NL’s relevant risks as set out in Parts Three, Four and Five of IFR. The firm is exposed to counterparty credit risk (K-TCD), operational risk (K-DTF), concentration risk (K-CON), market risk (K-NPR) and liquidity risk.

• Counterparty credit risk - is primarily incurred through the extension of leverage to clients. The firm effectively controls this by employing a conservative margin model and continuous monitoring;
• Operational risk - is inherent to the provision of financial services. The firm effectively controls this by employing highly automated processes, clear policies and procedures including a dedicated incident management process;
• Concentration risk - is primarily incurred through exposure to group affiliates, this is closely monitored and controlled in line with the IFR requirements;
• Market risk - is very low, as the firm operates as a matched principal broker. Any residual risk derives from foreign currency bank account balances, which are monitored closely;
• Liquidity risk - is very low as the firm’s balance sheet is highly liquid.

4. Own Funds

4.1. Composition of regulatory own funds

Template EU IF CC1.01 – Composition of regulatory own funds (Investment firms other than small and non-interconnected)

4.2. Reconciliation to audited financial information

Template EU ICC2: Own funds: reconciliation of regulatory own funds to balance sheet in the audited financial statements

4.3. Main features of the firm’s own funds instruments

Table EU I CCA – Main features of own instruments issued by the firm.

5. Own funds requirements

5.1. HRP NL own fund requirements

Investment firms shall at all times have own funds which amount to the highest of the following:

1. Their fixed overhead requirement;
2. Their permanent minimum capital requirement;
3. Their K-factor requirement.

The results of these requirements for Ripple Prime NL are detailed in the table below:

5.2. Adequacy of internal capital

IFR/IFD requires the Firm, at all times, to maintain overall financial resources, (both in capital and liquid assets), which are adequate, both in amount and quality to ensure that:

• it is able to remain financially viable throughout the economic cycle, with the ability to address any material potential harm that may result from its ongoing activities; and
• its business can be wound down in an orderly manner, minimising harm to clients or to other market participants.

Ripple Prime NL assesses its compliance with IFR/IFD own funds and liquidity requirements through its Internal Capital and Liquidity Adequacy Assessment Process (“ICLAAP”). The ICLAAP is updated annually and on an event-driven basis.

When reviewing the ICLAAP, the Board satisfies themselves that the Firm has sufficient financial resources available to meet the own funds and liquidity requirements as at the date of review and on at least an annual forward-looking basis based on the Firm’s current business model and strategy.

ICLAAP and capital adequacy are a standing agenda item at Ripple Prime NL’s board meetings.

6. Remuneration

6.1. Qualitative Disclosure

Ripple Prime NL has in place a remuneration policy appropriate to the nature, scale and complexity of the risks and activities of the Firm. It is not proportionate or required for Ripple Prime NL to have a remuneration committee based on the criteria laid down in Article 32(4) of the IFD.

Material Risk Takers (“MRTs”) are identified through qualitative criteria based on their roles and responsibilities. This includes members of senior management and those responsible for managing a material risk within the Firm.

Ripple Prime NL offers fixed pay to all staff in an amount based on criteria such as the level of education, the degree of seniority, the level of expertise and skills required, the constraints and job experience and the relevant business sector.

All staff of Ripple Prime NL are also eligible to variable remuneration in the form of a discretionary cash bonus. The requirement for deferral of remuneration and the requirement to pay at least 50% in share-like instruments does not apply to Ripple Prime NL based on the criteria laid down in Article 32(4) of the IFD.

The value of the annual bonus awarded by Ripple Prime NL will be based on the performances of each relevant staff member, the business units that each staff member is part of and the global consolidated firm return on capital. The value of the bonus pool also has regard to Ripple Prime NL’s capital adequacy process. More specifically, the factors that will be assessed to determine the level of variable remuneration are:

1. Profit levels and growth:
   1. in the Ripple Prime Group;
   2. in Ripple Prime NL; and
   3. in the employee’s business unit;
   4. in all cases taking into account relevant risk parameters
2. Measures relating to building and maintaining positive customer relationships and outcomes;
3. Performance in line with Firm strategy or values, for example by displaying leadership, teamwork or creativity;
4. adherence to the Firm’s risk management and compliance policies;
5. measures to avoid conflicts of interest;
6. achieving targets specified by Ripple Prime relating to:
   1. environmental, social and governance factors; and
   2. diversity and inclusion.

These factors will be assessed across a number of years, and the payment of this performance-based remuneration will take account of Ripple Prime NL’s business cycles and risks. Ripple Prime NL ensures that its remuneration policies are in line with its business strategy, objectives, values and long-term interests through a determined distribution policy for staff, management and shareholders which is aimed to reward each member while ensuring Ripple Prime’s financial stability, and bonuses are not paid from capital.

All variable remuneration will be subject to in-year adjustments, clawback and malus, where relevant and appropriate, for a minimum period of 3 years, for all MRTs. The specific circumstances under which clawback or malus will apply will rely on specific criteria and be determined on an individual basis but in all cases, Ripple Prime NL will be able to reduce an MRT’s variable remuneration by 100%. Generally, malus or clawback will apply where an MRT participated in, or was responsible for, conduct which resulted in significant losses to Ripple Prime NL and/or failed to meet appropriate standards of fitness and propriety. The effect of these provisions is to allow for sufficient time for risks to Ripple Prime NL to crystalise, and for subsequent adjustment to variable remuneration to be made.

It is not Ripple Prime NL’s policy to make severance payments to employees on early termination of their contract, however payment may be made for their statutory minimum notice period entitlements.

6.2. Quantitative Disclosures

No MRTs received guaranteed variable remuneration. There were no severance payments to MRTs in the year ended 31 December 2025.