Overview
- Headquarters
- Atlanta, GA
- Average Client Assets
- $5.0 million
- Minimum Account Size
- $250,000
- SEC CRD Number
- 127333
Fee Structure
Primary Fee Schedule (APRIO WEALTH MANAGEMENT ADV 2A)
| Min | Max | Marginal Fee Rate |
|---|---|---|
| $0 | and above | 1.20% |
Minimum Annual Fee: $2,500
Illustrative Fee Rates
| Total Assets | Annual Fees | Average Fee Rate |
|---|---|---|
| $1 million | $12,000 | 1.20% |
| $5 million | $60,000 | 1.20% |
| $10 million | $120,000 | 1.20% |
| $50 million | $600,000 | 1.20% |
| $100 million | $1,200,000 | 1.20% |
Clients
- HNW Share of Firm Assets
- 85.78%
- Total Client Accounts
- 5,258
- Discretionary Accounts
- 5,258
Services Offered
Services: Financial Planning, Portfolio Management for Individuals, Pension Consulting, Educational Seminars
Regulatory Filings
Additional Brochure: APRIO WEALTH MANAGEMENT ADV 2A (2026-04-20)
View Document Text
Disclosure Brochure
April 20, 2026
https://www.wealth.aprio.com/
This Disclosure Brochure provides information about the qualifications and business practices of Aprio
Wealth Management, LLC (“Aprio WM”). If you have any questions about the contents of this
Disclosure Brochure, please contact Courtney Holt at (770) 761-7103. The information in this
Disclosure Brochure has not been approved or verified by the SEC or by any state securities authority.
Aprio WM is an investment advisor registered with the Securities and Exchange Commission (“SEC”).
An "investment advisor" means any person who, for compensation, engages in the business of
advising others, either directly or through publications or writings, as to the value of securities or as to
the advisability of investing in, purchasing, or selling securities, or who, for compensation and as part
of a regular business, issues or promulgates analyses or reports concerning securities. Registration
with the SEC or any state securities authority does not imply a certain level of skill or training.
Additional information about Aprio WM is also available on the SEC’s website at
www.adviserinfo.sec.gov.
2002 Summit Boulevard, Suite 120, Atlanta, GA 30319
(o) 404.892.9651
(f) 678.971.3142
Page 1
Item 2 - Material Changes
Investment Advisors are required to prepare a disclosure document (“Brochure”) that describes the
firm and its business practices. Pursuant to SEC rules, we are required to update our Brochure at least
annually and provide you with a summary of any material changes since the previous amendment.
We have prepared this updated Brochure in accordance with the annual amendment requirement.
Since the last ADV Part 2A annual amendment on March 28, 2025, the following material changes
have been made:
•
Item 1: Updated address for the California office to: 2185 North California Blvd, Ste 350,
Walnut Creek, CA 94596.
•
Item 4: Updated the Chief Compliance Officer to reflect Courtney Holt.
•
Item 5: Updated to include all fee arrangements.
•
Item 10: Updated to add Prism Financial Group (PFG – CRD # 112315), an unaffiliated
registered investment advisers based in Kansas, was acquired by Aprio WM.
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Item 3 - Table of Contents
Item 2 - Material Changes .......................................................................................................... 2
Item 3 - Table of Contents ......................................................................................................... 3
Item 4 - Advisory Business ........................................................................................................ 4
Item 5 - Fees and Compensation .............................................................................................. 5
Item 6 - Performance-Based Fees and Side-By-Side Management ........................................ 8
Item 7 - Types of Clients............................................................................................................ 8
Item 8 – Methods of Analysis, Investment Strategies and Risk of Loss ................................... 8
Item 9 - Disciplinary Information .............................................................................................. 13
Item 10 - Other Financial Industry Activities or Affiliations ...................................................... 13
Item 11 - Code of Ethics, Participation or Interest in Client Transactions and Personal
Trading ..................................................................................................................................... 14
Item 12 - Brokerage Practices ................................................................................................. 15
Item 13 - Review of Accounts .................................................................................................. 17
Item 14 - Client Referrals and Other Compensation ............................................................... 17
Item 15 – Custody ................................................................................................................... 17
Item 16 – Investment Discretion .............................................................................................. 17
Item 17 - Voting Client Securities ............................................................................................ 18
Item 18 - Financial Information ................................................................................................ 18
Other ........................................................................................................................................ 18
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Item 4 - Advisory Business
Aprio Wealth Management, LLC (“Aprio WM”) is a limited liability company organized under the laws of
the State of Delaware. We are licensed with the SEC as an investment adviser and have been providing
investment advisory services since 1999.
Aprio Capital Partners, LLC is the sole equity holder of Aprio WM. Aprio Advisory Group, LLC is the
majority owner of Aprio Capital Partners, LLC.
Richard Kopelman is the CEO of the Managing Member of Aprio Advisory Group, LLC. Keith Greenwald
is the Chief Executive Officer of Aprio WM. Courtney Holt is the Chief Compliance Officer of Aprio WM.
You may see the term “Associated Person” used throughout this Brochure. As used in this Brochure,
this term refers to anyone from our Firm who is an officer or employee, and all individuals providing
investment advice on behalf of our Firm. Where required, such persons are properly registered as
investment adviser representatives.
Aprio WM offers both discretionary and non-discretionary advisory services.
Aprio WM offers discretionary investment advisory services to its Clients where the investment advice
provided is tailored to meet the goals and investment objectives of its Clients. The accounts may include
a combination of stocks, bonds, no-load mutual funds, closed-end funds, and exchange traded funds,
as well as other types of securities at the Client’s request. Clients may impose reasonable restrictions
on investing in specific securities or types of securities. Associated Persons of Aprio WM will gather
information from the Client (and third parties at the Client’s direction) regarding the Client’s financial
situation, including but not limited to the Client’s investment objectives, risk tolerance, time horizon and
other relevant information provided by the Client.
Aprio WM also offers non-discretionary advisory services to Plan Sponsors of participant-directed
qualified plans. These services include but are not limited to: non-discretionary investment advice
regarding the investment alternatives available to the Plan; assisting in the development of the
investment policy statement; providing investment advice to the Plan with respect to the selection of a
qualified default investment alternative if applicable; assisting in the education of the participant about
general investing principles and investment alternatives available under the Plan in accordance with
Department of Labor Interpretive Bulletin 96-1. Aprio WM will not be acting as an ERISA fiduciary for
purposes of providing educational services.
Aprio WM offers basic financial planning services to all clients as part of the Asset Management Program.
Financial Planning services are also offered under a separate agreement to assist clients who are not
part of the Asset Management Program or who have more complex planning issues. The term Financial
Planning refers to analyzing and reviewing the Client’s financial status, goals and objectives and cover
scenarios in areas such as: Financial Position, Investment Planning, Protection Planning, Retirement
Planning, Charitable Planning and Estate Planning.
For clients of Aprio WM that also utilize sub-advisory services of a separate unaffiliated registered
investment adviser for asset management, pays separate fees to the sub-advisor that are not shared
with Aprio WM. In these cases, generally, Aprio WM deducts its fees directly from the client, and the
sub-advisor deducts its fees separately from the client, as stated in each Agreement. In some rare
instances, Aprio WM will deduct both Aprio WM’s advisory fee and the sub-advisor’s advisory fee and
compensate the sub-advisor its portion. Conversely, in some other rare instances, the sub-advisor may
deduct both Aprio WM’s advisory fee and the sub-advisor’s fee from the client and compensate Aprio
WM for its portion. These details are stated in each Sub-Advisory Agreement.
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Aprio WM may offer certain Clients an opportunity to invest in private investments through alternative
platforms. In doing so, Aprio WM will undertake standard due diligence to ensure these opportunities are
suitable for the Clients in question. Aprio WM will receive customary advisory based compensation for
making these arrangements. Aprio WM may also receive referral compensation from the alternative
platforms. This will be clearly disclosed to affected Clients.
Aprio WM does not participate in a wrap fee program.
Assets Under Management:
As of December 31, 2025, we manage $4,154,843,929 in Client assets on a discretionary basis, and $0
in Client assets on a non-discretionary basis.
As of December 31, 2025, we have $1,572,813,404 in assets under advisement. This is the total assets
over which Aprio WM serves as the 3(21).
Item 5 - Fees and Compensation
Investment Management Services Fees
Clients pay Aprio WM a fee (“Management Fee”) based on the value of the assets in their account, up
to 1.2%. Management Fees are billed either monthly in arrears based on an average daily account
balance or quarterly in arrears based on the value of the assets under management on the last day of
the prior reporting period. Aprio WM intends to charge fees in accordance with the standard fee
schedule in place at the time of executing the Client’s management agreement. Fees are subject to
negotiation and may vary from the standard schedules to reflect circumstances. The fee schedule,
and any applicable terms and conditions, is stated in the Client’s Aprio WM Client Agreement.
Accounts may be subject to a minimum fee of $2,500. The minimum fee will be disclosed to the client
on the client agreement.
The Management Fee covers only the portfolio management and advisory services provided by Aprio
WM and does not include brokerage commissions, transaction fees, mark-up and mark-downs,
exchange fees, dealer spreads or other costs associated with the purchase and sale of securities,
custodian fees, transfer fees, wire fees, interest, taxes, or other account expenses. All fees paid to
Aprio WM for investment advisory services are separate and distinct from the fees and expenses
charges by mutual funds or in conjunction with internal expenses associated with exchange-traded
funds. The client will be solely responsible, directly or indirectly, for these additional expenses. Refer
to Item 12 for a detailed discussion of brokerage practices.
The Management Fee, unless otherwise negotiated, is deducted directly from the Client’s account.
The Client authorizes Aprio WM to debit the Management Fee from the Client’s account. By the Client
authorizing Aprio WM to debit the fees, Aprio WM is deemed to have custody of the Client’s funds.
Clients will receive a statement, usually monthly but no less than quarterly, directly from their account
custodian. Aprio WM urges Clients to review the information on the statement for accuracy and
compare the information to any reports received directly from Aprio WM. Clients may receive a
statement reflecting the calculation of their fee by request from Aprio WM. If insufficient cash is
available to pay such fees, securities will be liquidated to pay for the unpaid balance. In the event of
termination of the Management Agreement, our Management Fee will be prorated through the date of
termination.
In addition to our Management Fee, you may also incur certain charges imposed by unaffiliated third
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parties. Such charges include, but are not limited to, custodial fees, ticket charges, transaction fees,
charges imposed directly by a mutual fund, index fund, or exchange traded fund purchased for the
Account which shall be disclosed in the fund’s prospectus (e.g., fund management fees and other fund
expenses), certain deferred sales charges, odd-lot differentials, transfer taxes, wire transfer and
electronic fund fees.
If a client authorizes the use of margin, the market value of the client’s account may be increased by
the amount of borrowed funds. Because Aprio WM’s advisory fee is generally calculated based on the
gross market value of assets in the account, the use of margin will result in a higher advisory fee than
would be charged without use of the margin. Accordingly, Aprio WM has a financial incentive for clients
to use margin, which creates a potential conflict of interest. Clients should consider this when
determining whether to authorize the use of margin in their accounts.
Aprio WM may also receive asset-based management fees for Clients that place assets in certain
private investments.
Reporting Services Fees
A Client may request additional accounts be included in the Aprio WM portfolio for reporting purposes.
Fees for the Reporting Services are charged at a flat rate of .25%, of the market value of the assets
that are included. Fees are billed monthly in arrears based on an average daily account balance. The
payment of these fees will be debited from an authorized Client account with Aprio WM.
Plan Advisory Fees
Our fees for plan sponsor services for trustee directed qualified plans (the “Management Fees”) are
based on the value of the assets in their account. Management Fees are billed monthly in arrears
based on an average daily account balance. Aprio WM intends to charge fees in accordance with the
standard fee schedule in place at the time of executing the Client’s management agreement, fees are
subject to negotiation and may vary from the standard schedules to reflect circumstances. The fee
schedule, and any applicable terms and conditions, are stated in the Client’s Aprio WM Client
Agreement.
General Fee Schedule
Portfolio Value
Assets $0 - $250,000
Assets $250,001 to $2,499,999
Assets $2,500,000 to $4,999,999
Assets $5,000,000 to $9,999,999
Assets > $10 million
Annualized Management Fee
$2,5001
1%
.75%
.50%
Negotiated
The annual rate for advisory services for participant directed plans is determined based on the
schedule below. For the purposes of calculations, plan asset level at the end of the preceding year-
end (12/31) will be used with the exception of the initial contract execution, at which point the current
plan asset level will dictate the advisory fee. This situation is explained in further detail in the Aprio
Wealth Management Plan Sponsor Agreement. Advisory Fees are calculated and charged monthly
on the month-end account balance unless otherwise stated in the custodial/recordkeeper
agreement(s) for the Plan. Advisory Fees may be modified and updated from time to time.
1 A 1.00% transfer/conversion fee may apply and will be disclosed if applicable. A minimum fee of $2,500
may apply and will be disclosed if applicable. There is no fee for termination.
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Plan Advisory Fee Schedule
401(k) Asset Level
$0 - $250,000
$250,001
$500,000
$1,000,000
$2,500,000
$5,000,000
$7,500,000
$10,000,000
$15,000,000
Plan Advisor Fee
$2,5002
1.00%
.75%
.50%
.40%
.35%
.25%
.20%
.15%
To minimize disruption and confusion to Plan participants of preexisting Plans, Plan Sponsor may have
Aprio WM takeover the Advisor role per the current agreement between the Plan and the record-keeper.
In these cases, Aprio WM may receive fees that differ from the schedule above although in all cases
Aprio WM will still be paid based only on an asset level fee basis. It is also possible, depending on how
the Plan is set up with the record-keeper that the fee will be paid to an appropriately licensed affiliate of
Aprio WM. In these situations, Aprio WM will notify the Plan Sponsor of the discrepancy and will work
with Plan Sponsor to establish a mutually agreed upon time period to review and update the record-
keeper/custodian agreement as soon as administratively possible.
Financial Planning Services
Aprio WM offers financial planning services to all clients as part of the Asset Management Program.
Financial Planning services are also offered under a separate fee to assist clients who are not part of
the Asset Management Program or who have more complex planning issues. Our fees for financial
planning are based on the complexity of the service provided to the Client and is charged at a fixed rate
that is mutually agreed upon by the Client and Aprio WM.
The fee is payable quarterly in advance in four equal installments. Clients will receive an invoice for
Financial Planning services which is payable upon receipt. The terms and conditions of the Financial
Planning engagement are detailed in the Aprio WM Financial Planning Agreement.
The Financial Planning fee covers only the services provided for financial planning, and if Client desires
Aprio WM to perform additional services, then the provision of such services will be governed by a
separate agreement and Aprio WM will be entitled to receive additional fees as outlined in such separate
agreement.
If Clients choose to implement the advice of Aprio WM, some advice may be implemented through
Associated Persons of Aprio WM in their capacity as independent insurance agents of Aprio WM
affiliated companies. If Clients choose to implement the advice of the Associated Persons through one
or more of Aprio WM’s other services described, the Associated Persons may waive or reduce the
amount of the financial planning fee as a result of additional advisory fees being earned. Any adjustment
to the financial planning fee is at the discretion of the advisor representative and will be disclosed to
Clients prior to implementing transactions.
2 For plans with assets less than $250,000 Aprio WM charges an annual fee of $2,500. The fee is billed
directly to the Client and is not paid out of plan assets. The fee will be prorated in the first year. Invoices
will be sent on a calendar quarter basis in arrears. 1.00% transfer/conversion fee may apply and will be
disclosed if applicable.
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Consulting Services
Fees for Consulting Services are dependent on the scope of the services provided and may be charged
at a fixed rate or an hourly rate that is mutually agreed upon by the Client and Aprio WM. Prior to
engaging Aprio WM to provide consulting services, the client will be required to enter into a written
Agreement with the Firm. The Agreement will set forth the terms and conditions of the engagement and
describe the scope of the services to be provided and the portion of the fee that is due from the client.
Additional Disclosure about Fees and Expenses
The fees Aprio WM charges may be negotiable based on the amount of assets under management,
complexity of Client goals and objectives, and level of services rendered. As described above, the fees
are charged as described above and are not based on a share of capital gains of the funds or on
performance.
Associated persons of Aprio WM may recommend insurance, investment and other products intended
to assist the Client in meeting their financial goals. This could create a business incentive for the
representative to recommend products based on commission received rather than in the best interest of
the Client. Clients are not required to purchase any insurance and investment products through Aprio
WM. Clients are instructed that fees paid to Aprio WM for advisory services are separate and distinct
from commissions earned by representatives acting in their capacity as registered insurance agents.
Conflicts of interest between you and our Firm, and the Associated Persons of our Firm, are outlined in
this Disclosure Brochure. If additional conflicts arise in the future, we will notify you in writing or supply
you with an updated Disclosure Brochure.
Termination
Either party can terminate the Management Agreement with written notice to the other party. Services
with Aprio may be terminated without penalty.
Item 6 - Performance-Based Fees and Side-By-Side Management
We and our Associated Persons do not accept performance-based fees. Performance-based fees are
based on a share of capital gains on or capital appreciation of the Client’s assets.
Item 7 - Types of Clients
Aprio WM offers discretionary and non-discretionary investment advisory services to high-net-worth
individuals, individuals, qualified plans, trusts, estates, charitable organizations, corporations, and other
business entities.
Aprio WM generally requires a minimum investment of $250,000 to open and maintain an advisory
relationship. Aprio WM reserves the right to waive the minimum requirement. We may also allow
accounts of members of the same household to be aggregated for purposes of meeting the minimum
requirement. We may also allow such aggregation, for example, where we service accounts on behalf
of minor children of current Clients, individual and joint accounts for a spouse, and other types of related
accounts.
Item 8 – Methods of Analysis, Investment Strategies and Risk of Loss
Aprio WM’s methods of analysis and investment strategies incorporate the client’s needs and investment
objectives, time horizon, and risk tolerance. Aprio WM is not bound to a specific investment strategy for
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the management of investment portfolios, but rather consider the risk tolerance levels pre-determined
gathered at the account opening, as well as on an on-going basis. Examples of methodologies that our
investment strategies may incorporate include:
Asset Allocation – Asset Allocation is a broad term used to define the process of selecting a mix of asset
classes and the efficient allocation of capital to those assets by matching rates of return to a specified
and quantifiable tolerance for risk.
Dollar-Cost Averaging – Dollar-cost averaging is the technique of buying a fixed dollar amount of
securities at regularly scheduled intervals, regardless of the price per share. This will gradually, over
time, decrease the average share price of the security. Dollar-cost averaging lessens the risk of investing
a large amount in a single investment at the wrong time.
Technical Analysis – involves studying past price patterns and trends in the financial markets to predict
the direction of both the overall market and specific stocks.
Long-Term Purchases – securities purchased with the expectation that the value of those securities will
grow over a relatively long period of time, generally greater than one year.
Short-Term Purchases – securities purchased with the expectation that they will be sold within a
relatively short period of time, generally less than one year, to take advantage of the securities’ short-
term price fluctuations.
Our strategies and investments may have unique and significant tax implications. Regardless of your
account size or other factors, we strongly recommend that you continuously consult with a tax
professional prior to and throughout the investing of your assets.
Investing in securities involves risk of loss that clients should be prepared to bear. Although we manage
your portfolio with strategies and in a manner consistent with your risk tolerances, there can be no
guarantee that our efforts will be successful. You should be prepared to bear the risk of loss.
All investments involve the risk of loss, including (among other things) loss of principal, a reduction in
earnings (including interest, dividends, and other distributions), and the loss of future earnings. These
risks include market risk, interest rate risk, issuer risk, and general economic risk. Regardless of the
methods of analysis or strategies suggested for your particular investment goals, you should carefully
consider these risks, as they all bear risks.
Aprio WM’s primary goal for investing is to help the client maintain purchasing power over the long term.
This may result in short-term variability and loss of principal. Time horizon and risk tolerance are key
determinates of the proper asset allocation. Aprio WM’s approach focuses on taking appropriate risks
for which clients are compensated (i.e., market risk) and seeking to limit or eliminate risks that do not
provide compensation over the long term (i.e., individual stock risk or lack of portfolio risk).
Below are some more specific risks of investing:
Market Risk. The prices of securities in which clients invest may decline in response to certain events
taking place around the world, including those directly involving the companies whose securities are
owned by the client or an underlying fund; conditions affecting the general economy; overall market
changes; local, regional or global political, social or economic instability; and currency, interest rate and
commodity price fluctuations. Investors should have a long-term perspective and be able to tolerate
potentially sharp declines in market value.
Economic Conditions. Changes in economic conditions, including, for example, interest rates, inflation
Page 9
rates, employment conditions, competition, technological developments, political and diplomatic events
and trends, and tax laws may adversely affect the business prospects or perceived prospects of
companies. While the Adviser or a Manager performs due diligence on the companies in whose
securities it invests, economic conditions are not within the control of the Adviser, or the Manager and
no assurances can be given that the Adviser or the Manager will anticipate adverse developments.
Management Risk. Aprio WM’s investment approach may fail to produce the intended results. If our
perception of the performance of a specific asset class or underlying fund is not realized in the expected
time frame, the overall performance of client’s portfolio may suffer.
Artificial Intelligence (“AI”) Risk. Aprio WM’s ability to use, manage, and aggregate data may be limited
by the effectiveness of its policies, systems, and practices governing how data is acquired, validated,
used, stored, protected, processed, and shared. Failure to manage data effectively or to aggregate data
in an accurate and timely manner could limit Aprio WM’s ability to manage current and emerging risks,
address changing business needs, and adapt to the use of new tools and technologies, including artificial
intelligence (“AI”). While Aprio WM seeks to restrict certain uses of third-party and open-source AI tools,
Associated Persons and service providers may employ such tools for limited business purposes. The
use of AI tools presents additional risks, including risks relating to the protection of Aprio WM’s and its
Clients’ proprietary or other confidential information, potential exposure of such information to
unauthorized recipients, and the misuse or misappropriation of Aprio WM’s or third-party intellectual
property.
AI tools may produce inaccurate, misleading, or incomplete outputs, which could lead to errors in
decision-making, portfolio management, or other business activities of Aprio WM, its Associated
Persons, or its service providers, and could adversely affect Aprio WM or the performance of a Client’s
account.
Aprio WM continues to evaluate AI-related tools and applications. There can be no assurance that any
AI tools or applications evaluated or implemented by Aprio WM will be successful or achieve their
intended purpose. The use of AI or AI-related technologies could result in adverse consequences for
Aprio WM or its Clients, including operational disruptions or investment losses.
Margin Risk. Margin trading involves the use of borrowed funds and carries additional risks, including
the obligation to pay interest on borrowed amounts, the potential to lose more than the amount initially
invested, and the possibility that a client may be required to deposit additional collateral during periods
of market decline. A margin transaction occurs when securities are purchased using borrowed funds
secured by assets in the client’s account. The use of margin magnifies both gains and losses associated
with the securities purchased.
If a client authorizes the use of margin and margin is employed in the management of the client’s
account, the gross market value of the account may be increased by the amount of borrowed funds.
Because Aprio WM’s advisory fee is generally calculated based on the gross market value of assets
under management, the use of margin will typically result in higher advisory fees than would be charged
without the use of margin. In certain circumstances, such as accounts holding options, advisory fees
may be reduced under specific market conditions.
Accordingly, in addition to the increased investment risk associated with margin, Aprio WM has a
financial incentive for clients to authorize the use of margin, which creates a potential conflict of interest.
Clients should carefully consider both the risks of margin and this conflict when determining whether to
authorize margin on their accounts.
Equity Risk. Equity securities tend to be more volatile than other investment choices. The value of an
individual mutual fund or ETF can be more volatile than the market as a whole. This volatility affects the
Page 10
value of the client’s overall portfolio. Small- and mid-cap companies are subject to additional risks.
Smaller companies may experience greater volatility, higher failure rates, more limited markets, product
lines, financial resources, and less management experience than larger companies. Smaller companies
may also have a lower trading volume, which may disproportionately affect their market price, tending to
make them fall more in response to selling pressure than is the case with larger companies.
Risks related to Other Equity Securities. In addition to common stocks, the equity securities in a portfolio
may include preferred stocks, convertible preferred stocks, convertible bonds, and warrants. Like
common stocks, the value of these equity securities may fluctuate in response to many factors, including
the activities of the issuer, general market and economic conditions, interest rates, and specific industry
changes. Convertible securities entitle the holder to receive interest payments or a dividend preference
until the security matures, is redeemed, or the conversion feature is exercised. As a result of the
conversion feature, the interest rate or dividend preference is generally less than if the securities were
non-convertible. Warrants entitle the holder to purchase equity securities at specific prices for a certain
period of time. The prices do not necessarily move parallel to the prices of the underlying securities and
the warrants have no voting rights, receive no dividends, and have no rights with respect to the assets
of the issuer.
Exchange Traded Funds Risk. Portfolios may invest in exchange traded funds (“ETFs”). An ETF is an
investment company which offers shares that are listed on a national securities exchange. Shares of
ETFs, because they are listed on a stock exchange, can be traded throughout the day on that stock
exchange at market-determined prices. ETFs typically invest predominantly in the securities comprising
any underlying index. Changes in the prices of such shares generally, but may not in all cases, track
the movement in the underlying index or sector securities relatively closely. In particular, leveraged and
inverse ETFs (that is, ETF’s that track some multiple of the daily return of an underlying index or sector,
or seek to create an inverse of the daily return compared with such underlying index or sector, or both),
may perform substantially differently over longer terms than would leveraged or short positions in the
underlying investments. ETFs are generally seen as a relatively inexpensive way to gain exposure to
the underlying market or sector as a whole.
Fixed Income Risk. The issuer of a fixed income security may not be able to make interest and principal
payments when due. Generally, the lower the credit rating of a security, the greater the risk that the
issuer will default on its obligation. If a rating agency gives a debt security a lower rating, the value of the
debt security will decline because investors will demand a higher rate of return. As nominal interest rates
rise, the value of fixed income securities is likely to decrease. A nominal interest rate is the sum of a real
interest rate and an expected inflation rate.
Municipal Securities Risk. The value of municipal obligations can fluctuate over time, and may be
affected by adverse political, legislative and tax changes, as well as by financial developments that affect
the municipal issuers. Because many municipal obligations are issued to finance similar projects by
municipalities (e.g., housing, healthcare, water and sewer projects, etc.), conditions in the sector related
to the project can affect the overall municipal market. Payment of municipal obligations may depend on
an issuer’s general unrestricted revenues, revenue generated by a specific project, the operator of the
project, or government appropriation or aid. There is a greater risk if investors can look only to the
revenue generated by the project. In addition, municipal bonds generally are traded in the “over-the-
counter” market among dealers and other large institutional investors. From time to time, liquidity in the
municipal bond market (the ability to buy and sell bonds readily) may be reduced in response to overall
economic conditions and credit tightening.
Investment Companies Risk. When a client invests in open end mutual funds or ETFs, the client indirectly
bears its proportionate share of any fees and expenses payable directly by those funds. Therefore, the
client will incur higher expenses, many of which may be duplicative. In addition, the client’s overall
portfolio may be affected by losses of an underlying fund and the level of risk arising from the investment
Page 11
practices of an underlying fund (such as the use of derivatives). ETFs are also subject to the following
risks: (i) an ETF’s shares may trade at a market price that is above or below their net asset value; (ii) the
ETF may employ an investment strategy that utilizes high leverage ratios; or (iii) trading of an ETF’s
shares may be halted if the listing exchange’s officials deem such action appropriate, the shares are de-
listed from the exchange, or the activation of market-wide “circuit breakers” (which are tied to large
decreases in stock prices) halts stock trading generally. Aprio WM has no control over the risks taken by
the underlying funds.
Private Company Risks. The Adviser and any Managers may invest portions of client assets into private
companies. Private companies may be in early stages of growth, and the performance of such
companies may be more volatile due to their limited product lines, markets or financial reserves, their
susceptibility to competitors’ actions, or major economic downturns. The portfolio companies held may
also depend on the management talents and efforts of a small group of persons and, as a result, the
death, disability, resignation or termination of one or more of those persons could have a material
adverse impact on the prospective business opportunities and the investments made. Additionally, some
of the private companies may require a significant investment of capital to support their operations or
finance the development of their products or markets, and may be highly leveraged and subject to
significant debt service obligations, which could have a material adverse impact on the performance of
the investment.
Structured Note Risk. As part of our advisory services, we may recommend or invest client assets in
structured notes. Structured notes are complex investment products that are generally issued by banks
or other financial institutions and whose returns are linked to the performance of an underlying asset,
index, basket of securities, interest rate, or other reference measure. While structured notes may offer
customized return profiles or enhanced income opportunities, they involve significant risks and may not
be suitable for all investors.
Issuer Credit Risk. Structured notes are unsecured debt obligations of the issuing financial institution.
The value of a structured note is subject to the creditworthiness and financial condition of the issuer. If
the issuer experiences financial difficulty or defaults, clients may lose some or all of their investment
regardless of the performance of the underlying reference asset.
Market and Underlying Asset Risk. The return on a structured note is typically linked to the performance
of one or more underlying assets or indices. Adverse movements in the underlying reference asset may
result in reduced returns or a complete loss of principal. Some structured notes provide limited upside
participation while exposing investors to full downside risk.
Risk related to Limited Liquidity. Structured notes are generally not traded on an exchange and may
have limited or no secondary market. As a result, clients may be unable to sell a structured note prior to
maturity or may be required to sell at a significant discount. The lack of liquidity may result in losses if
clients need to access funds before the note matures.
Complexity and Valuation Risk. Structured notes are complex instruments with payoff features that may
be difficult to understand. Their value is influenced by multiple factors, including interest rates, volatility,
time to maturity, and the issuer’s credit spreads. These factors can cause the market value of a
structured note to change in ways that are not intuitive, and valuation may differ significantly from the
amount originally invested.
Principal Protection Limitations. Some structured notes include features that provide partial or conditional
principal protection; however, such protection is subject to the issuer’s ability to meet its obligations and
may only apply at maturity. If a structured note is sold prior to maturity, principal protection features may
not apply, and investors may incur losses.
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Call and Early Redemption Risk. Certain structured notes may be callable or subject to early redemption
by the issuer. If a note is called prior to maturity, clients may be forced to reinvest proceeds at less
favorable terms and may not receive the anticipated return.
Tax Risk. The tax treatment of structured notes can be complex and uncertain and may differ from that
of traditional debt or equity investments. Changes in tax laws or interpretations may adversely affect the
after-tax return of structured notes. Clients are encouraged to consult with their tax professionals
regarding the tax consequences of these investments.
Risk of Loss. Investing in structured notes involves a risk of loss, including the potential loss of principal.
There is no guarantee that any investment strategy involving structured notes will be successful or
achieve its intended objectives. Clients should be prepared to bear the financial risks associated with
these investments.
Item 9 - Disciplinary Information
Registered Investment Advisors are required to disclose all material facts regarding any legal or
disciplinary events that would be material to your evaluation of us or the integrity of our management.
Aprio WM has no disciplinary actions to disclose.
Item 10 - Other Financial Industry Activities or Affiliations
Aprio Wealth Management, LLC is owned by Aprio Capital Partners, LLC.
Aprio Capital Partners, LLC is owned by Aprio Advisory Group, LLC.
Aprio Advisory Group, LLC is a Non-Operating Holding Company of Aprio, LLP.
Aprio, LLP is a registered CPA Firm engaged in the practice of public accounting. Aprio LLP often
recommends Aprio WM to accounting clients in need of investment advisory services. Conversely, Aprio
WM recommends Aprio LLP to advisory clients in need of accounting, tax or other services offered by
Aprio LLP. Accounting, tax and other services offered by Aprio LLP are separate and distinct from Aprio
WM advisory services and are provided for separate compensation. There is no referral fee arrangement
between the firms for these recommendations. No Aprio WM Advisors client is obligated to use Aprio
LLP for any accounting services and no accounting client is obligated to use the advisory services
provided by Aprio WM. Aprio LLP’s accounting services do not include the authority to sign checks or
otherwise disburse funds on any of our advisory client’s behalf unless under a qualified exemption as in
a personal family arrangement.
Aprio, LLP also provides auditing services for public companies. This service offering, paired with Aprio,
LLP employees being Aprio WM clients, creates a conflict of interest and risk for insider trading. When
Aprio, LLP services public companies, those companies are added to Aprio WM’s restricted list so that
Aprio, LLP employees are not investing in them. Please refer to Item 11: Code of Ethics for more
information on personal trading policies of Aprio access persons.
Certain individuals affiliated with Aprio, LLP are not representatives of Aprio WM and, therefore, will not
provide advisory services through Aprio WM. However, in their separate capacities as Certified Public
Accountants, these individuals may provide advice about securities that is incidental to their accounting
practices. Certain Associated Persons of Aprio WM are partners of Aprio, LLP and share in the profits
and of the business.
Keith Greenwald, a management person of Aprio WM is a licensed insurance agent. This creates a
conflict of interest due to commissions paid to the insurance agents and could create incentive for
Associated Persons to recommend insurance products to clients. Commissions received by Associated
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Persons are paid to Aprio Risk Management, LLC, an affiliated company of Aprio WM through common
control and ownership. To address this conflict of interest, clients are instructed that the fees paid to
Aprio WM for advisory services are separate and distinct from the commissions earned by Aprio Risk
Management, LLC. Clients to whom the Firm offers advisory services are informed that they are under
no obligation to use Aprio Risk Management, LLC or the Firm’s Associated Persons for insurance
services and may use the insurance brokerage firm and agent of their choice. Referrals between Aprio
entities will not have any negative effect on what clients pay and, in some cases, may lead to a discount
on services.
Aprio Benefit Advisors is a Third-Party Administrator business affiliated with Aprio WM through common
control and ownership. Aprio Benefit Advisors provide Third-Party Administrator services to sponsors of
qualified retirement plans by providing back-office support services and account recordkeeping services.
Clients of Aprio Benefit Advisors may be referred to Aprio WM for advisory services. Clients of Aprio WM
may be referred to Aprio Benefit Advisors. Clients of Aprio WM are under no obligation to use Aprio
Benefit Advisors, and Clients of Aprio Benefit Advisors are under no obligation to use Aprio WM. TPA
services are separate and distinct from the advisory services of Aprio WM and are provided under a
separate agreement and separate compensation.
Aprio WM employees from time to time accept compensation from outside firms in the form of travel to
and attendance at events sponsored or hosted by such firms. Such events are primarily devoted to
training and educational activities, and any social activities will be incidental to the training and
educational purpose of the event. The acceptance of this compensation by Aprio WM Advisors and its
professionals will not be based upon Aprio WM Advisors agreeing to do business with, or making
recommendations to, clients regarding investment products or services offered by the other firm.
All fees charged by entities of Aprio are separate and distinct, based upon the services provided. Clients
are under no obligation to use any Aprio entity recommended to them. Agreements and compensation
are all separate and a client’s involvement with any Aprio entity will not have a negative affect on fees
from any other entity.
In the August 30, 2022, version of the ADV Part 2A, a disclosure was issued stating Aprio WM had
subsumed RINA Wealth Management Services, LLC (RWMS – CRD # 288688), an SEC registered
investment adviser based in California. Aprio WM engaged in an asset purchase of RWMS. This
transaction resulted in Aprio WM buying RWMS’ book of business, at least for those clients that agreed
to establish their accounts under Aprio WM. RWMS did not dissolve as a result of this transaction.
Also in the August 30, 2022, version of the ADV Part 2A, it was disclosed that LSMPT Financial Advisors,
LLC (CRD # 123908), a state registered investment adviser based in New Jersey, became a wholly
owned subsidiary of Aprio WM.
In February 3, 2026 version of the ADV of the ADV Part 2A, it was disclosed that Prism Financial Group
(PFG – CRD # 112315), an unaffiliated registered investment advisers based in Kansas, was acquired
by Aprio WM.
No Associated Persons of Aprio WM are registered, or have an application pending to register, as a
broker-dealer or registered representative of a broker-dealer, futures commission merchant, commodity
pool operator, commodity trading advisor. No Associated Persons of Aprio WM are an associated person
of any of the foregoing entities.
Item 11 - Code of Ethics, Participation or Interest in Client Transactions and Personal
Trading
Aprio WM has adopted a Code of Ethics (“the Code”) to address investment advisory conduct. The Code
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focuses primarily on fiduciary duty, personal securities transactions, insider trading, gifts, and conflicts
of interest. The Code includes Aprio WM’s policies and procedures developed to protect Client’s interests
in relation to the following topics:
• The duty at all times to place the interests of Clients first;
• The requirement that all personal securities transactions be conducted in such a manner as to
be consistent with the code of ethics;
• The responsibility to avoid any actual or potential conflict of interest or misuse of an employee’s
position of trust and responsibility;
• The fiduciary principle that information concerning the identity of security holdings and financial
circumstances of Clients is confidential;
• The principle that independence in the investment decision-making process is paramount; and
• To promptly report any violations or suspected violations of the Code.
A copy of Aprio WM’s Code of Ethics will be provided to any Client or prospective Client upon request.
Associated Persons of Aprio WM and its affiliates may buy, sell or have an interest in the same securities
recommended to Clients. It is the express policy of Aprio WM that no employee of Aprio WM may
purchase or sell any security prior to a transaction being implemented for an advisory Client in such a
manner that would allow the Associated Person to benefit from the transactions placed on behalf of the
advisory Client. Officers, directors and employees of Aprio WM may not buy or sell securities for his or
her personal account where the decision is substantially derived, in whole or in part, from information
obtained by reason of his or her employment. No Associated Person of Aprio WM shall prefer his or her
own interest to that of a Client. Aprio WM requires all Associated Persons to submit certain reports
regarding personal investment accounts. Employees must submit their personal holdings prior to
becoming an access person and then annually thereafter, and are required to report certain securities
transactions within 30 days of the end of each calendar quarter. The Chief Compliance Officer or other
designated person reviews the reports to determine if any conflicts of interest exist.
Item 12 - Brokerage Practices
Selection of Broker/Dealers. Aprio WM recommends Client trades be executed, cleared and settled
through the brokers that also serve as custodian for the account. For Aprio WM’s individual portfolio
management programs, we recommend and request our Clients use Charles Schwab Institutional, a
division of Charles Schwab & Co., Inc. (“Charles Schwab”) or Fidelity Brokerage Services, LLC
(“Fidelity”). Charles Schwab and Fidelity are registered broker-dealers and members of FINRA and
SIPC.
Research and Other Soft Dollar Benefits. Although not considered “soft dollar” compensation, Charles
Schwab and Fidelity provide our Firm and Associated Persons with access to institutional trading and
operational services. Charles Schwab's services generally are available at no charge so long as Aprio
WM maintains a minimum of $10 million of Client account assets with the firm. Charles Schwab’s and
Fidelity’s services include research, brokerage, custody, access to mutual funds and other investments
that are otherwise available only to institutional investors. Charles Schwab and Fidelity may also make
available other products and services that benefit the administration of our accounts. These include
software, client account access technology, trade confirmations and account statements, trade
execution and aggregated trade order allocation technology, back-office support, recordkeeping, Client
reporting, and business enterprise services which include consulting, publications and practice
management presentations, information technology, business succession, regulatory compliance, and
marketing information and best practices. Charles Schwab and Fidelity may make available, arrange
and/or pay independent third parties for these types of services. Charles Schwab and Fidelity may
discount, waive or pay all or part of the third-party fees for services provided. There are no contingencies
or business volume requirements (assets in custody or trading) associated with the availability of the
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foregoing products and services.
We are not affiliated with Charles Schwab or Fidelity. Our Associated Persons are not registered
representatives of Charles Schwab or Fidelity and do not receive commissions or other compensation
from recommending these services.
Aprio WM regularly assesses the services provided by the recommended custodian to determine if the
reasonableness of commission is consistent with their ability to provide quality services to Aprio WM and
its Clients. Aprio WM believes, in consideration of all services provided by the custodian/brokers,
including but not limited to commission rates and other fees, the custodian/brokers are providing overall
execution quality consistent with Aprio WM’s duty to seek best execution for its Clients.
Some clients may execute limited powers of attorney or other standing letters of authorization that permit
the firm to transfer money from their account with the client’s independent qualified Custodian to third-
parties. This authorization to direct the Custodian may be deemed to cause our firm to exercise limited
custody over your funds or securities and for regulatory reporting purposes, we are required to keep
track of the number of clients and accounts for which we may have this ability. We do not have physical
custody of any of your funds and/or securities. Your funds and securities will be held with a bank, broker-
dealer, or other independent, qualified custodian. You will receive account statements from the
independent, qualified custodian(s) holding your funds and securities at least quarterly. The account
statements from your custodian(s) will indicate any transfers that may have taken place within your
account(s) each billing period. You should carefully review account statements for accuracy.
Brokerage for Client Referrals. Aprio WM does not receive Client referrals from the broker/dealers and
custodians with which we have an institutional advisory arrangement. Also, we do not receive other
benefits from a broker-dealer in exchange for Client referrals.
Directed Brokerage. Client may request their account be held at a specified broker/dealer other than the
Firms recommended by Aprio WM. It is up to the Client to negotiate the commission rate, as Aprio WM
will not. The Client may not be able to negotiate the most competitive rate. As a result, the Client may
pay more than the rate available through the broker/dealers used by Aprio WM. In Client directed
brokerage arrangements, the Client may not be able to participate in aggregated (“block”) trades, which
may help reduce the cost of execution. Where the Client does not otherwise designate a broker/dealer,
Aprio WM recommends broker/dealers with competitive commission rates.
Aggregation of Trades. While individual Client advice is provided to each account, Client trades may be
executed as a block trade. Only accounts in the custody of Charles Schwab or Fidelity would have the
opportunity to participate in aggregated securities transactions. Trades using Charles Schwab or Fidelity
may be aggregated and executed in the name Aprio WM.
The executing broker will be informed that the trades are for the account of Aprio WM's Client and not
for Aprio WM itself. No advisory account within the block trade will be favored over any other advisory
account, and thus, each account will participate in an aggregated order at the average share price and
receive the same commission rate. The aggregation should, on average, reduce slightly the costs of
execution, and Aprio WM will not aggregate a Client’s order if in a particular instance Aprio WM believes
that aggregation would cause the Client’s cost of execution to be increased. The executing broker will
be notified of the amount of each trade for each account. Aprio WM and/or its IARs may participate in
block trades with Clients, and may also participate on a pro rata basis for partial fills, but only after the
determination has been made that Clients will receive fair and equitable treatment.
Trade Errors. If Aprio WM commits a trade error in a client account, we will correct that error so that the
client is not harmed. Trade error policies at Schwab and Fidelity are described below:
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If a correcting trade results in an investment gain, the gain will remain in that client account unless the
same error involved other client account(s) that should have received the gain; it is not permissible for
the client to retain the gain or the client decides to forego the gain, for example, due to tax reasons. If
the gain does not remain in any client account, Schwab or Fidelity will donate the amount of any gain of
$100 or more to a charity of Schwab’s or Fidelity’s choice. If a loss occurs greater than $100, Aprio WM
will pay for the loss. Schwab or Fidelity will maintain the loss or gain (if such gain is not retained in the
client account) if it is under $100 to offset its administrative time and expense. Generally, if related trade
errors result in both gains and losses in the same client account, they will be netted.
Item 13 - Review of Accounts
The Firm will monitor Client accounts on a continuous basis to ensure the advisory services provided to
the Client are consistent with the Client’s investment needs and objectives. The relationship manager
meets with Clients at least annually either in person or via conference call to review their accounts and
determine if there have been any material changes to the Client’s circumstances that suggest a change
to the Client’s asset allocation. Aprio WM offers Clients additional reviews upon request from the Client.
Triggering factors that may stimulate a review also include, but are not limited to, significant market
corrections, large deposits or withdrawals from an account, a material change in the Client’s financial
circumstances and the Client’s request for an additional review. All reviews are conducted by an
investment representative on the account.
Clients receive confirmations of each transaction and monthly statements from the executing broker.
Aprio WM provides a quarterly report to Clients combining all of the Client’s investments in each account.
Aprio WM also provides an annual report upon request to our Clients with necessary information for their
tax returns which include gain/loss, income and expense reports. Special reports are also available upon
request.
Item 14 - Client Referrals and Other Compensation
Aprio WM has arrangements with one or more third parties who act as promoters for Aprio WM. Aprio
WM compensates the third parties according to an ongoing fee-sharing agreement. Clients referred to
Aprio WM in accordance with any solicitation arrangement do not pay a higher fee for advisory services
as a result of the referral. The details of any such payments to any promoter are described to clients as
required, and acknowledged and accepted by those clients, in a signed Promoters Disclosure Document.
Aprio WM may receive referral compensation for sending Clients to third-party private investment
platforms.
Item 15 – Custody
Aprio WM is deemed to have custody of Client funds because of the fee deduction authority granted by
the Client in the Advisory Agreement. Clients will receive account statements at least quarterly from the
broker-dealer or other qualified custodian. Clients are urged to review custodial account statements for
accuracy. If you have a question regarding your account statement or if you did not receive a statement
from your custodian, please contact us at (404) 892-9651.
Under government regulations, Aprio WM is also deemed to have custody of client assets when clients
grant Aprio WM with the authority to move money to another person or entity, or when clients request
that an associated person of the firm is trustee on their accounts.
Item 16 – Investment Discretion
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Clients grant Aprio WM discretion over the selection and amount of securities to be bought or sold for
their Individual Wealth, Trustee Directed and Pooled Account(s) without obtaining their prior consent or
approval by signing the Aprio WM Investment Management Agreement. However, the firm’s investment
authority may be subject to specified investment objectives, guidelines, and/or conditions imposed by
the Client. For example, a Client may specify that the investment in any particular stock or industry should
not exceed specified percentages of the value of the portfolio and/or restrictions or prohibitions of
transactions in the securities of a specific industry. Clients may amend these limitations as required.
Such amendments must be submitted in writing.
Please refer to the “Advisory Business” section, Item 4, above in this Disclosure Brochure for more
information on our discretionary management services.
Item 17 - Voting Client Securities
Aprio WM does not take action or render any advice with respect to the voting of proxies for the securities
in Client accounts. Aprio WM will have no obligation to render advice or take any action with respect to
any securities subject to any legal proceedings, such as class action lawsuits or bankruptcy.
Clients will receive all proxies and other solicitations directly from the custodian.
Item 18 - Financial Information
Registered Investment Advisors are required to provide certain financial information or disclosures about
Aprio WM's financial condition. Aprio WM has no financial commitment that impairs its ability to meet
contractual and fiduciary commitments to its Clients and has not been the subject of a bankruptcy
proceeding. In addition, Aprio WM does not require or solicit the prepayment of $1,200 or more, 6 or
more months in advance.
Other
From time to time, securities held in the accounts of Clients will be the subject of class action lawsuits.
Aprio WM has no obligation to determine if securities held by the Client are subject to a pending or
resolved class action lawsuit. It also has no duty to evaluate a Client’s eligibility or to submit a claim to
participate in the proceeds of a securities class action settlement or verdict. Furthermore, the Firm has
no obligation or responsibility to initiate litigation to recover damages on behalf of Clients who may have
been injured as a result of actions, misconduct, or negligence by corporate management of issuers
whose securities are held by Clients.
Where the Firm receives written or electronic notice of a class action lawsuit, settlement, or verdict
affecting securities owned by a Client, it will forward all notices, proof of claim forms, and other materials,
to the Client. Electronic mail is acceptable where appropriate, and the Client has authorized contact in
this manner in the Investment Advisory Agreement.
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