ARBOR PRIVATE WEALTH, LLC

Disclosure Brochure February 25, 2026 ARBOR PRIVATE WEALTH, LLC a Registered Investment Adviser 44679 Endicott Dr., Suite 300 Ashburn, VA 20147 (703) 559-7975 www.arborpw.com This brochure provides information about the qualifications and business practices of Arbor Private Wealth, LLC (hereinafter “Arbor Private Wealth” or the “Firm”). If you have any questions about the contents of this brochure, please contact the Firm at the telephone number listed above. The information in this brochure has not been approved or verified by the United States Securities and Exchange Commission (SEC) or by any state securities authority. Additional information about the Firm is available on the SEC’s website at www.adviserinfo.sec.gov. The Firm is a registered investment adviser. Registration does not imply any level of skill or training.  Disclosure Brochure Item 2. Material Changes In this Item, Arbor Private Wealth is required to discuss any material changes that have been made to the brochure since the last annual amendment dated March 6, 2025. The Firm no longer has any supervised persons that are registered representatives of a broker-dealer. Items 4, 5 and 10 have been revised to remove those references. supervised persons that are registered representatives of a broker-dealer. Page | 2 © MarketCounsel 2026  Disclosure Brochure 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 .................................................................................................................................... 7 Item 6. Performance-Based Fees and Side-by-Side Management .............................................................................. 10 Item 7. Types of Clients ............................................................................................................................................. 10 Item 8. Methods of Analysis, Investment Strategies and Risk of Loss ....................................................................... 10 Item 9. Disciplinary Information ................................................................................................................................ 14 Item 10. Other Financial Industry Activities and Affiliations .................................................................................... 14 Item 11. Code of Ethics .............................................................................................................................................. 15 Item 12. Brokerage Practices ...................................................................................................................................... 16 Item 13. Review of Accounts ..................................................................................................................................... 20 Item 14. Client Referrals and Other Compensation .................................................................................................... 20 Item 15. Custody......................................................................................................................................................... 21 Item 16. Investment Discretion ................................................................................................................................... 21 Item 17. Voting Client Securities ............................................................................................................................... 21 Item 18. Financial Information ................................................................................................................................... 22 Page | 3 © MarketCounsel 2026  Disclosure Brochure Item 4. Advisory Business Arbor Private Wealth offers a variety of advisory services, which include financial planning, consulting, and investment management services. Prior to Arbor Private Wealth rendering any of the foregoing advisory services, clients are required to enter into one or more written agreements with Arbor Private Wealth setting forth the relevant terms and conditions of the advisory relationship (the “Advisory Agreement”). Arbor Private Wealth filed for registration as an investment adviser in August 2021 and is owned by Eric C. Showalter as of October 1, 2021. As of December 31, 2025, Arbor Private Wealth had $160,140,646 of assets under management; $112,895,303 of which was managed on a discretionary basis and $47,245,343 of which was managed on a non-discretionary basis. While this brochure generally describes the business of Arbor Private Wealth, certain sections also discuss the activities of its Supervised Persons, which refer to the Firm’s officers, partners, directors (or other persons occupying a similar status or performing similar functions), employees or other persons who provide investment advice on Arbor Private Wealth’s behalf and are subject to the Firm’s supervision or control. Financial Planning and Consulting Services Arbor Private Wealth offers clients a broad range of financial planning and consulting services, which include any or all of the following functions: Trust and Estate Planning Retirement Planning • • Investment Consulting Social Security Withdrawal Planning • • Insurance Planning Education Planning • • While each of these services is available on a stand-alone basis, certain of them can also be rendered in conjunction with investment portfolio management as part of a comprehensive wealth management engagement (described in more detail below). In performing these services, Arbor Private Wealth is not required to verify any information received from the client or from the client’s other professionals (e.g., attorneys, accountants, etc.,) and is expressly authorized to rely on such information. Arbor Private Wealth recommends certain clients engage the Firm for additional related services, its Supervised Persons in their individual capacities as insurance agents or registered representatives of a broker-dealer and/or other professionals to implement its recommendations. Clients are advised that a conflict of interest exists for the Firm to recommend that clients engage Arbor Private Wealth or its affiliates to provide (or continue to provide) additional services for compensation, including investment management services. Clients retain absolute discretion over all decisions regarding Page | 4 © MarketCounsel 2026  Disclosure Brochure implementation and are under no obligation to act upon any of the recommendations made by Arbor Private Wealth under a financial planning or consulting engagement. Clients are advised that it remains their responsibility to promptly notify the Firm of any change in their financial situation or investment objectives for the purpose of reviewing, evaluating or revising Arbor Private Wealth’s recommendations and/or services. Investment and Wealth Management Services While clients can engage Arbor Private Wealth to provide investment management only services, the Firm generally provides clients with wealth management services which include a broad range of financial planning and consulting services as well as discretionary and/or non-discretionary management of investment portfolios. Arbor Private Wealth primarily allocates client assets among various mutual funds, exchange-traded funds (“ETFs”) and individual debt and equity securities in model portfolios in accordance with their stated investment objectives. The Firm will also recommend the independent investment managers (“Independent Managers”) to certain clients. Where appropriate, the Firm also provides advice about any type of legacy position or other investment held in client portfolios, but clients should not assume that these assets are being continuously monitored or otherwise advised on by the Firm unless specifically agreed upon. Clients can engage Arbor Private Wealth to manage and/or advise on certain investment products that are not maintained at their primary custodian, such as variable life insurance and annuity contracts and assets held in employer sponsored retirement plans and qualified tuition plans (i.e., 529 plans). In these situations, Arbor Private Wealth directs or recommends the allocation of client assets among the various investment options available with the product. These assets are generally maintained at the underwriting insurance company, or the custodian designated by the product’s provider. In these situations, the Firm’s fee can be collected by the custodian and paid to the Firm. Arbor Private Wealth tailors its advisory services to meet the needs of its individual clients and seeks to ensure, on a continuous basis, that client portfolios are managed in a manner consistent with those needs and objectives. Arbor Private Wealth consults with clients on an initial and ongoing basis to assess their specific risk tolerance, time horizon, liquidity constraints and other related factors relevant to the management of their portfolios. Clients are advised to promptly notify Arbor Private Wealth if there are changes in their financial situation or if they wish to place any limitations on the management of their portfolios. Clients can impose reasonable restrictions or mandates on the management of their accounts if Arbor Private Wealth determines, in its sole discretion, the conditions would not materially impact the performance of a management strategy or prove overly burdensome to the Firm’s management efforts. Page | 5 © MarketCounsel 2026  Disclosure Brochure Retirement Plan Consulting Services Arbor Private Wealth provides various consulting services to qualified employee benefit plans and their fiduciaries. This suite of institutional services is designed to assist plan sponsors in structuring, managing and optimizing their corporate retirement plans. Each engagement is individually negotiated and customized, and includes any or all of the following services: Plan Fee and Cost Analysis Plan Design and Strategy • • Plan Committee Consultation Plan Review and Evaluation • • Fiduciary and Compliance Executive Planning & Benefits • • Participant Education Investment Selection • • As disclosed in the Advisory Agreement, certain of the foregoing services are provided by Arbor Private Wealth as a fiduciary under the Employee Retirement Income Security Act of 1974, as amended (“ERISA”). In accordance with ERISA Section 408(b)(2), each plan sponsor is provided with a written description of Arbor Private Wealth’s fiduciary status, the specific services to be rendered and all direct and indirect compensation the Firm reasonably expects under the engagement. Use of Independent Managers As mentioned above, Arbor Private Wealth selects certain Independent Managers to actively manage a portion of its clients’ assets. The specific terms and conditions under which a client engages an Independent Manager are set forth in a separate written agreement with the designated Independent Manager. That agreement can be between the Firm and the Independent Manager (often called a subadvisor) or the client and the Independent Manager (sometimes called a separate account manager). In addition to this brochure, clients will typically also receive the written disclosure documents of the respective Independent Managers engaged to manage their assets. The fees charged by the Independent Managers are in addition to the Firm’s fees disclosed in Item 5. Arbor Private Wealth evaluates a variety of information about Independent Managers, which includes the Independent Managers’ public disclosure documents, materials supplied by the Independent Managers themselves and other third-party analyses it believes are reputable. To the extent possible, the Firm seeks to assess the Independent Managers’ investment strategies, past performance and risk results in relation to its clients’ individual portfolio allocations and risk exposure. Arbor Private Wealth also takes into consideration each Independent Manager’s management style, returns, reputation, financial strength, reporting, pricing and research capabilities, among other factors. Arbor Private Wealth continues to provide services relative to the discretionary or non-discretionary selection of the Independent Managers. On an ongoing basis, the Firm monitors the performance of those accounts being managed by Independent Managers. Arbor Private Wealth seeks to ensure the Independent Page | 6 © MarketCounsel 2026  Disclosure Brochure Managers’ strategies and target allocations remain aligned with its clients’ investment objectives and overall best interests. Item 5. Fees and Compensation Arbor Private Wealth offers services on a fee basis, which includes fixed fees, as well as fees based upon assets under management or advisement. Additionally, certain of the Firm’s Supervised Persons, in their individual capacities, offers insurance products under a separate commission-based arrangement. Financial Planning and Consulting Fees Arbor Private Wealth charges a fixed a fee for providing financial planning and consulting services under a stand-alone engagement. These fees are negotiable, but range from $500 to $7,500, depending upon the scope and complexity of the services and the professional rendering the financial planning and/or the consulting services. The fee can be for a defined project, such as the delivery of a plan, or for ongoing services. If the client engages the Firm for additional investment advisory services, Arbor Private Wealth can offset all or a portion of its fees for those services based upon the amount paid for the financial planning and/or consulting services. The terms and conditions of the financial planning and/or consulting engagement are set forth in the Advisory Agreement. For project-based services Arbor Private Wealth requires one-half of the fee payable upon execution of the Advisory Agreement. The outstanding balance is due upon delivery of the financial plan or completion of the agreed upon services. Ongoing services are charged as described in the investment management section, below. The Firm does not, however, take receipt of $1,200 or more in prepaid fees, six or more months in advance of services rendered. Wealth Management Fees Arbor Private Wealth offers wealth management services for an annual fee based on the amount of assets under the Firm’s management and advisement. This fee varies between 37.5 and 125 basis points (0.375% – 1.25%), depending upon the size and composition of a client’s portfolio, the type and amount of services rendered and the individual(s) providing the services. The annual fee is prorated and charged quarterly, in arrears, based upon the market value of the average daily account balance during that quarter as determined by a party independent from the Firm (including the client’s custodian or another third-party). Page | 7 © MarketCounsel 2026  Disclosure Brochure Since the asset-based fee is determined by average daily account balance, if assets are deposited into or withdrawn from an account after the inception of a quarter, the base fee payable with respect to such assets is adjusted accordingly. For the initial period of an engagement, the fee is calculated on a pro rata basis. In the event the advisory agreement is terminated, the fee for the final billing period is prorated through the effective date of the termination and the outstanding or unearned portion of the fee is charged or refunded to the client, as appropriate. Additionally, for asset management services the Firm provides with respect to certain client holdings (e.g., held-away assets, accommodation accounts, alternative investments, etc.), Arbor Private Wealth can negotiate a fee rate that differs from the range set forth above. Clients are advised that a conflict of interest exists for the Firm to recommend that clients engage Arbor Private Wealth for additional services for compensation, including rolling over retirement accounts or moving other assets to the Firm’s management. Clients retain absolute discretion over all decisions regarding engaging the Firm and are under no obligation to act upon any of the recommendations. The Firm includes cash when determining the valuation for billing. This results in a conflict of interest for the Firm to hold more cash positions. But the Firm only recommends as much cash as the Firm determines is in the client’s best interest. The Firm may, in its sole discretion, decide not to charge on cash. Retirement Plan Consulting Fees Arbor Private Wealth can charge a fixed project-based fee or a fee based on the amount of assets in the plan to provide clients with retirement plan consulting services. Each engagement is individually negotiated and tailored to accommodate the needs of the individual plan sponsor, as memorialized in the Agreement. These fees vary, based on the scope of the services to be rendered, and range similar to the financial planning fees for fixed-fee clients or the wealth management fees for asset-based fee clients described above. In certain circumstances, the Firm’s fee is collected by the Financial Institution where the assets are held (which may include mutual fund companies rather than a qualified custodian) and remitted to the Firm. Fee Discretion Arbor Private Wealth may, in its sole discretion, negotiate to charge a lesser fee based upon certain criteria, such as anticipated future earning capacity, anticipated future additional assets, dollar amount of assets to be managed, related accounts, account composition, pre-existing/legacy client relationship, account retention, pro bono activities, or competitive purposes. Additional Fees and Expenses In addition to the advisory fees paid to Arbor Private Wealth, clients also incur certain charges imposed by other third parties, such as broker-dealers, custodians, trust companies, banks and other financial institutions Page | 8 © MarketCounsel 2026  Disclosure Brochure (collectively “Financial Institutions”). These additional charges include securities brokerage commissions, transaction fees, custodial fees, fees charged by the Independent Managers, margin and other borrowing costs, charges imposed directly by a mutual fund or ETF in a client’s account, as disclosed in the fund’s prospectus (e.g., fund management fees and other fund expenses), deferred sales charges, odd-lot differentials, transfer taxes, wire transfer and electronic fund fees, and other fees and taxes on brokerage accounts and securities transactions. The Firm’s brokerage practices are described at length in Item 12, below. Direct Fee Debit Clients provide Arbor Private Wealth and/or certain Independent Managers with the authority to directly debit their accounts for payment of the investment advisory fees. The Financial Institutions that act as the qualified custodian for client accounts, from which the Firm retains the authority to directly deduct fees, have agreed to send statements to clients not less than quarterly detailing all account transactions, including any amounts paid to Arbor Private Wealth. Use of Margin Arbor Private Wealth can recommend that certain clients utilize margin in the client’s investment portfolio or other borrowing. Arbor Private Wealth only recommends such borrowing for non-investment needs, such as bridge loans and other financing needs. The Firm’s fees are determined based upon the value of the assets being managed gross of any margin or borrowing. Account Additions and Withdrawals Clients can make additions to and withdrawals from their account at any time, subject to Arbor Private Wealth’s right to terminate an account. Additions can be in cash or securities provided that the Firm reserves the right to liquidate any transferred securities or declines to accept particular securities into a client’s account. Clients can withdraw account assets on notice to Arbor Private Wealth, subject to the usual and customary securities settlement procedures. However, the Firm designs its portfolios as long- term investments and the withdrawal of assets may impair the achievement of a client’s investment objectives. Arbor Private Wealth may consult with its clients about the options and implications of transferring securities. Clients are advised that when transferred securities are liquidated, they may be subject to transaction fees, short-term redemption fees, fees assessed at the mutual fund level (e.g., contingent deferred sales charges) and/or tax ramifications. Page | 9 © MarketCounsel 2026  Disclosure Brochure Item 6. Performance-Based Fees and Side-by-Side Management Arbor Private Wealth does not provide any services for a performance-based fee (i.e., a fee based on a share of capital gains or capital appreciation of a client’s assets). Item 7. Types of Clients Arbor Private Wealth offers services to individuals, trusts, estates, charitable organizations, corporations and other business entities. Item 8. Methods of Analysis, Investment Strategies and Risk of Loss Methods of Analysis and Investment Strategies Portfolio management services are offered on an FA Discretionary basis or a Client Advised basis. In either case, and investment strategy is developed based on the client’s investment objective. To establish the client’s investment objective, the financial advisor and the client will work through a planning process together, so that the advisor understands the client’s appetite for investment risk, liquidity requirements, and timing of future cash flows in the context of all the client’s assets, liabilities, employment income and anticipated future income. The best investment strategy derives from the most comprehensive financial plan – therefore, we will plan for clients, as broadly as they will allow. Most investment objectives can be categorized as follows: • Conservative Income • Moderate Income • Long-Term Income • Conservative Growth and Income • Moderate Growth and Income • Long-Term Growth and Income • Conservative Growth • Moderate Growth • Aggressive Growth Once the investment objective is determined, an asset allocation strategy is defined that strives to produce the best future returns within the risk limits defined by the investment objective. The asset allocation will generally include US and international stocks, US and international bonds, REITs, and alternatives. Within Page | 10 © MarketCounsel 2026  Disclosure Brochure each asset allocation strategy, the portfolio manager will try to generate excess returns by over or underweighting various investment and asset classes. Investment securities used to complete the asset allocation strategy include exchange traded funds, mutual funds, individual stocks and bonds and other package investment products. FAs choose ETFs and mutual funds based on internal expense and demonstrated track record. FAs choose individual stocks and bonds based on published opinions of established secondary professional research providers. In FA Discretionary portfolios, all investment decisions will be made on behalf of the client within the context described above. In Client Advised portfolios the FA will periodically evaluate the portfolio relative to the framework above and make recommendations accordingly. Risk of Loss The following list of risk factors does not purport to be a complete enumeration or explanation of the risks involved with respect to the Firm’s investment management activities. Clients should consult with their legal, tax, and other advisors before engaging the Firm to provide investment management services on their behalf. Market Risks Investing involves risk, including the potential loss of principal, and all investors should be guided accordingly. The profitability of a significant portion of Arbor Private Wealth’s recommendations and/or investment decisions may depend to a great extent upon correctly assessing the future course of price movements of stocks, bonds and other asset classes. In addition, investments may be adversely affected by financial markets and economic conditions throughout the world. There can be no assurance that Arbor Private Wealth will be able to predict these price movements accurately or capitalize on any such assumptions. Volatility Risks The prices and values of investments can be highly volatile, and are influenced by, among other things, interest rates, general economic conditions, the condition of the financial markets, the financial condition of the issuers of such assets, changing supply and demand relationships, and programs and policies of governments. Page | 11 © MarketCounsel 2026  Disclosure Brochure Cash Management Risks The Firm may invest some of a client’s assets temporarily in money market funds or other similar types of investments, during which time an advisory account may be prevented from achieving its investment objective. Equity-Related Securities and Instruments The Firm may take long positions in common stocks of U.S. and non-U.S. issuers traded on national securities exchanges and over-the-counter markets. The value of equity securities varies in response to many factors. These factors include, without limitation, factors specific to an issuer and factors specific to the industry in which the issuer participates. Individual companies may report poor results or be negatively affected by industry and/or economic trends and developments, and the stock prices of such companies may suffer a decline in response. In addition, equity securities are subject to stock risk, which is the risk that stock prices historically rise and fall in periodic cycles. U.S. and non-U.S. stock markets have experienced periods of substantial price volatility in the past and may do so again in the future. In addition, investments in small-capitalization, mid-capitalization and financially distressed companies may be subject to more abrupt or erratic price movements and may lack sufficient market liquidity, and these issuers often face greater business risks. Fixed Income Securities While the Firm emphasizes risk-averse management and capital preservation in its fixed-income bond portfolios, clients who invest in this product can lose money, including losing a portion of their original investment. The prices of the securities in our portfolios fluctuate. The Firm does not guarantee any particular level of performance. Below is a representative list of the types of risks clients should consider before investing in this product. • Interest rate risk. Prices of bonds tend to move in the opposite direction to interest rate changes. Typically, a rise in interest rates will negatively affect bond prices. The longer the duration and average maturity of a portfolio, the greater the likely reaction to interest rate moves. • Credit (or default) risk. A bond’s price will generally fall if the issuer fails to make a scheduled interest or principal payment, if the credit rating of the security is downgraded, or if the perceived creditworthiness of the issuer deteriorates. • Liquidity risk. Sectors of the bond market can experience a sudden downturn in trading activity. When there is little or no trading activity in a security, it can be difficult to sell the security at or near its perceived value. In such a market, bond prices may fall. • Call risk. Some bonds give the issuer the option to call or redeem the bond before the maturity date. If an issuer calls a bond when interest rates are declining, the proceeds may have to be reinvested Page | 12 © MarketCounsel 2026  Disclosure Brochure at a lower yield. During periods of market illiquidity or rising rates, prices of callable securities may be subject to increased volatility. • Prepayment risk. When interest rates fall, the principal of mortgage-backed securities may be prepaid. These prepayments can reduce the portfolio’s yield because proceeds may have to be reinvested at a lower yield. • Extension risk. When interest rates rise or there is a lack of refinancing opportunities, prepayments of mortgage-backed securities or callable bonds may be less than expected. This would lengthen the portfolio’s duration and average maturity and increase its sensitivity to rising rates and its potential for price declines. Mutual Funds and ETFs An investment in a mutual fund or ETF involves risk, including the loss of principal. Mutual fund and ETF shareholders are necessarily subject to the risks stemming from the individual issuers of the fund’s underlying portfolio securities. Such shareholders are also liable for taxes on any fund-level capital gains, as mutual funds and ETFs are required by law to distribute capital gains in the event they sell securities for a profit that cannot be offset by a corresponding loss. Shares of mutual funds are generally distributed and redeemed on an ongoing basis by the fund itself or a broker acting on its behalf. The trading price at which a share is transacted is equal to a fund’s stated daily per share net asset value (“NAV”), plus any shareholders fees (e.g., sales loads, purchase fees, redemption fees). The per share NAV of a mutual fund is calculated at the end of each business day, although the actual NAV fluctuates with intraday changes to the market value of the fund’s holdings. The trading prices of a mutual fund’s shares may differ from the NAV during periods of market volatility, which may, among other factors, lead to the mutual fund’s shares trading at a premium or discount to actual NAV. Shares of ETFs are listed on securities exchanges and transacted at negotiated prices in the secondary market. Generally, ETF shares trade at or near their most recent NAV, which is generally calculated at least once daily for index-based ETFs and potentially more frequently for actively managed ETFs. However, certain inefficiencies may cause the shares to trade at a premium or discount to their pro rata NAV. There is also no guarantee that an active secondary market for such shares will develop or continue to exist. Generally, an ETF only redeems shares when aggregated as creation units (usually 20,000 shares or more). Therefore, if a liquid secondary market ceases to exist for shares of a particular ETF, a shareholder may have no way to dispose of such shares. Use of Independent Managers As stated above, Arbor Private Wealth selects certain Independent Managers to manage a portion of its clients’ assets. In these situations, Arbor Private Wealth continues to conduct ongoing due diligence of such managers, but such recommendations rely to a great extent on the Independent Managers’ ability to Page | 13 © MarketCounsel 2026  Disclosure Brochure successfully implement their investment strategies. In addition, Arbor Private Wealth does not have the ability to supervise the Independent Managers on a day-to-day basis. Management through Similarly Managed “Model” Accounts Arbor Private Wealth manages certain accounts through the use of similarly managed “model” portfolios, whereby the Firm allocates all or a portion of its clients’ assets among various mutual funds and/or securities on a discretionary basis using one or more of its proprietary investment strategies. In managing assets through the use of models, the Firm remains in compliance with the safe harbor provisions of Rule 3a-4 of the Investment Company Act of 1940. The strategy used to manage a model portfolio may involve an above average portfolio turnover that could negatively impact clients’ net after tax gains. While the Firm seeks to ensure that clients’ assets are managed in a manner consistent with their individual financial situations and investment objectives, securities transactions effected pursuant to a model investment strategy are usually done without regard to a client’s individual tax ramifications. Clients should contact the Firm if they experience a change in their financial situation or if they want to impose reasonable restrictions on the management of their accounts. Currency Risks An advisory account that holds investments denominated in currencies other than the currency in which the advisory account is denominated may be adversely affected by the volatility of currency exchange rates. Interest Rate Risks Interest rates may fluctuate significantly, causing price volatility with respect to securities or instruments held by clients. Item 9. Disciplinary Information Arbor Private Wealth has not been involved in any legal or disciplinary events that are material to a client’s evaluation of its advisory business or the integrity of its management. Item 10. Other Financial Industry Activities and Affiliations This item requires investment advisers to disclose certain financial industry activities and affiliations. Page | 14 © MarketCounsel 2026  Disclosure Brochure Licensed Insurance Agents A number of the Firm’s Supervised Persons are licensed insurance agents and offer certain insurance products on a fully-disclosed commissionable basis. A conflict of interest exists to the extent that Arbor Private Wealth recommends the purchase of insurance products where its Supervised Persons are entitled to insurance commissions or other additional compensation. The Firm has procedures in place whereby it seeks to ensure that all recommendations are made in its clients’ best interest regardless of any such affiliations. Item 11. Code of Ethics Arbor Private Wealth has adopted a code of ethics in compliance with applicable securities laws (“Code of Ethics”) that sets forth the standards of conduct expected of its Supervised Persons. Arbor Private Wealth’s Code of Ethics contains written policies reasonably designed to prevent certain unlawful practices such as the use of material non-public information by the Firm or any of its Supervised Persons and the trading by the same of securities ahead of clients in order to take advantage of pending orders. The Code of Ethics also requires certain of Arbor Private Wealth’s personnel to report their personal securities holdings and transactions and obtain pre-approval of certain investments (e.g., initial public offerings, limited offerings). However, the Firm’s Supervised Persons are permitted to buy or sell securities that it also recommends to clients if done in a fair and equitable manner that is consistent with the Firm’s policies and procedures. This Code of Ethics has been established recognizing that some securities trade in sufficiently broad markets to permit transactions by certain personnel to be completed without any appreciable impact on the markets of such securities. Therefore, under limited circumstances, exceptions may be made to the policies stated below. When the Firm is engaging in or considering a transaction in any security on behalf of a client, no Supervised Person with access to this information may knowingly effect for themselves or for their immediate family (i.e., spouse, minor children and adults living in the same household) a transaction in that security unless: • the transaction has been completed; • the transaction for the Supervised Person is completed as part of a batch trade with clients; or • a decision has been made not to engage in the transaction for the client. These requirements are not applicable to: (i) direct obligations of the Government of the United States; (ii) money market instruments, bankers’ acceptances, bank certificates of deposit, commercial paper, repurchase agreements and other high quality short-term debt instruments, including repurchase Page | 15 © MarketCounsel 2026  Disclosure Brochure agreements; (iii) shares issued by money market funds; and iv) shares issued by other unaffiliated open-end mutual funds. Clients and prospective clients may contact Arbor Private Wealth to request a copy of its Code of Ethics by contacting the Firm at the phone number on the cover page of this brochure. Item 12. Brokerage Practices Recommendation of Broker-Dealers for Client Transactions Arbor Private Wealth recommends that clients utilize the custody, brokerage and clearing services of Charles Schwab & Co, Inc. through its Schwab Advisor Services division (“Schwab”) for investment management accounts. The final decision to custody assets with Schwab is at the discretion of the client, including those accounts under ERISA or IRA rules and regulations, in which case the client is acting as either the plan sponsor or IRA accountholder. Arbor Private Wealth is independently owned and operated and not affiliated with Schwab. Schwab provides Arbor Private Wealth with access to its institutional trading and custody services, which are typically not available to retail investors. Factors which Arbor Private Wealth considers in recommending Schwab or any other broker-dealer to clients include their respective financial strength, reputation, execution, pricing, research and service. Schwab enables the Firm to obtain many mutual funds without transaction charges and other securities at nominal transaction charges. The commissions and/or transaction fees charged by Schwab may be higher or lower than those charged by other Financial Institutions. The commissions paid by Arbor Private Wealth’s clients to Schwab comply with the Firm’s duty to obtain “best execution.” Clients may pay commissions that are higher than another qualified Financial Institution might charge to effect the same transaction where Arbor Private Wealth determines that the commissions are reasonable in relation to the value of the brokerage and research services received. In seeking best execution, the determinative factor is not the lowest possible cost, but whether the transaction represents the best qualitative execution, taking into consideration the full range of a Financial Institution’s services, including among others, the value of research provided, execution capability, commission rates and responsiveness. Arbor Private Wealth seeks competitive rates but may not necessarily obtain the lowest possible commission rates for client transactions. Consistent with obtaining best execution, brokerage transactions are directed to certain broker-dealers in return for investment research products and/or services which assist Arbor Private Wealth in its investment decision-making process. Such research will be used to service all of the Firm’s clients, but brokerage commissions paid by one client may be used to pay for research that is not used in managing that client’s portfolio. The receipt of investment research products and/or services as well as the allocation of the benefit Page | 16 © MarketCounsel 2026  Disclosure Brochure of such investment research products and/or services poses a conflict of interest because Arbor Private Wealth does not have to produce or pay for the products or services. Arbor Private Wealth periodically and systematically reviews its policies and procedures regarding its recommendation of Financial Institutions in light of its duty to obtain best execution. Software and Support Provided by Financial Institutions Arbor Private Wealth receives without cost from Schwab administrative support, computer software, related systems support, as well as other third party support as further described below (together "Support") which allow Arbor Private Wealth to better monitor client accounts maintained at Schwab and otherwise conduct its business. Arbor Private Wealth receives the Support without cost because the Firm renders investment management services to clients that maintain assets at Schwab. The Support is not provided in connection with securities transactions of clients (i.e., not “soft dollars”). The Support benefits Arbor Private Wealth, but not its clients directly. Clients should be aware that Arbor Private Wealth’s receipt of economic benefits such as the Support from a broker-dealer creates a conflict of interest since these benefits will influence the Firm’s choice of broker-dealer over another that does not furnish similar software, systems support or services, especially because the support is contingent upon clients placing a certain level(s) of assets at Schwab. In fulfilling its duties to its clients, Arbor Private Wealth endeavors at all times to put the interests of its clients first and has determined that the recommendation of Schwab is in the best interest of clients and satisfies the Firm's duty to seek best execution. Specifically, Arbor Private Wealth receives the following benefits from Schwab: i) receipt of duplicate client confirmations and bundled duplicate statements; ii) access to a trading desk that exclusively services its institutional traders; iii) access to block trading which provides the ability to aggregate securities transactions and then allocate the appropriate shares to client accounts; and iv) access to an electronic communication network for client order entry and account information. In addition, the Firm receives funds to be used toward qualifying third-party service providers for research, marketing, compliance, technology and software platforms and services. The funds are available only upon $60 million and $108 million in in new assets being added to Schwab. As discussed above, this results in an incentive for the Firm to recommend client’s engage and add assets to Schwab accounts in order to meet the thresholds. These services from Schwab are generally are available to independent investment advisors on an unsolicited basis, at no charge to them so long as a certain amount of the advisor’s clients’ assets are maintained in accounts at Schwab. Schwab’s services include brokerage services that are related to the execution of securities transactions, custody, research, including that in the form of advice, analyses and reports, and access to mutual funds and other investments that are otherwise generally available only to institutional investors or would require a significantly higher minimum initial investment. Page | 17 © MarketCounsel 2026  Disclosure Brochure For client accounts maintained in its custody, Schwab generally does not charge separately for custody services but is compensated by account holders through commissions or other transaction-related or asset- based fees for securities trades that are executed through Schwab or that settle into Schwab accounts. Schwab also makes available to the Firm other products and services that benefit the Firm but may not benefit its clients’ accounts. These benefits may include national, regional or Firm specific educational events organized and/or sponsored by Schwab. Other potential benefits may include occasional business entertainment of personnel of Arbor Private Wealth by Schwab personnel, including meals, invitations to sporting events, including golf tournaments, and other forms of entertainment, some of which may accompany educational opportunities. Other of these products and services assist Arbor Private Wealth in managing and administering clients’ accounts. These include software and other technology (and related technological training) that provide access to client account data (such as trade confirmations and account statements), facilitate trade execution (and allocation of aggregated trade orders for multiple client accounts), provide research, pricing information and other market data, facilitate payment of the Firm's fees from its clients’ accounts, and assist with back-office training and support functions, recordkeeping and client reporting. Many of these services generally may be used to service all or some substantial number of the Firm’s accounts, including accounts not maintained at Schwab. Schwab also makes available to Arbor Private Wealth other services intended to help the Firm manage and further develop its business enterprise. These services may include professional compliance, legal and business consulting, publications and conferences on practice management, information technology, business succession, regulatory compliance, employee benefits providers, human capital consultants, insurance and marketing. In addition, Schwab may make available, arrange and/or pay vendors for these types of services rendered to the Firm by independent third parties. Schwab may discount or waive fees it would otherwise charge for some of these services or pay all or a part of the fees of a third-party providing these services to the Firm. While, as a fiduciary, Arbor Private Wealth endeavors to act in its clients’ best interests, the Firm's recommendation that clients maintain their assets in accounts at Schwab may be based in part on the benefits received and not solely on the nature, cost or quality of custody and brokerage services provided by Schwab, which creates a potential conflict of interest. Brokerage for Client Referrals Arbor Private Wealth does not consider, in selecting or recommending broker-dealers, whether the Firm receives client referrals from the Financial Institutions or other third party. Directed Brokerage The client may direct Arbor Private Wealth in writing to use a particular Financial Institution to execute some or all transactions for the client. In that case, the client will negotiate terms and arrangements for the account with that Financial Institution and the Firm will not seek better execution services or prices from Page | 18 © MarketCounsel 2026  Disclosure Brochure other Financial Institutions or be able to “batch” client transactions for execution through other Financial Institutions with orders for other accounts managed by Arbor Private Wealth (as described above). As a result, the client may pay higher commissions or other transaction costs, greater spreads or may receive less favorable net prices, on transactions for the account than would otherwise be the case. Subject to its duty of best execution, Arbor Private Wealth may decline a client’s request to direct brokerage if, in the Firm’s sole discretion, such directed brokerage arrangements would result in additional operational supervised persons that are registered representatives of a broker-dealer.. Trade Aggregation Transactions for each client will be effected independently, unless Arbor Private Wealth decides to purchase or sell the same securities for several clients at approximately the same time. Arbor Private Wealth may (but is not obligated to) combine or “batch” such orders to obtain best execution, to negotiate more favorable commission rates or to allocate equitably among the Firm’s clients differences in prices and commissions or other transaction costs that might not have been obtained had such orders been placed independently. Under this procedure, transactions will be averaged as to price and allocated among Arbor Private Wealth’s clients pro rata to the purchase and sale orders placed for each client on any given day. To the extent that the Firm determines to aggregate client orders for the purchase or sale of securities, including securities in which Arbor Private Wealth’s Supervised Persons may invest, the Firm does so in accordance with applicable rules promulgated under the Advisers Act and no-action guidance provided by the staff of the U.S. Securities and Exchange Commission. Arbor Private Wealth does not receive any additional compensation or remuneration as a result of the aggregation. In the event that the Firm determines that a prorated allocation is not appropriate under the particular circumstances, the allocation will be made based upon other relevant factors, which include: (i) when only a small percentage of the order is executed, shares may be allocated to the account with the smallest order or the smallest position or to an account that is out of line with respect to security or sector weightings relative to other portfolios, with similar mandates; (ii) allocations may be given to one account when one account has limitations in its investment guidelines which prohibit it from purchasing other securities which are expected to produce similar investment results and can be purchased by other accounts; (iii) if an account reaches an investment guideline limit and cannot participate in an allocation, shares may be reallocated to other accounts (this may be due to unforeseen changes in an account’s assets after an order is placed); (iv) with respect to sale allocations, allocations may be given to accounts low in cash; (v) in cases when a pro rata allocation of a potential execution would result in a de minimis allocation in one or more accounts, the Firm may exclude the account(s) from the allocation; the transactions may be executed on a pro rata basis among the remaining accounts; or (vi) in cases where a small proportion of an order is executed in all accounts, shares may be allocated to one or more accounts on a random basis. Page | 19 © MarketCounsel 2026  Disclosure Brochure Item 13. Review of Accounts Account Reviews Arbor Private Wealth monitors client portfolios on a continuous and ongoing basis and regular account reviews are conducted on at least an annual basis. Such reviews are conducted by the Firm’s Principal and/or investment adviser representatives. All investment advisory clients are encouraged to discuss their needs, goals and objectives with Arbor Private Wealth and to keep the Firm informed of any changes thereto. Account Statements and Reports Clients are provided with transaction confirmation notices and regular summary account statements directly from the Financial Institutions where their assets are custodied. From time-to-time or as otherwise requested, clients may also receive written or electronic reports from Arbor Private Wealth and/or an outside service provider, which contain certain account and/or market-related information, such as an inventory of account holdings or account performance. Clients should compare the account statements they receive from their custodian with any documents or reports they receive from Arbor Private Wealth or an outside service provider. Item 14. Client Referrals and Other Compensation Client Referrals In the event a client is introduced to Arbor Private Wealth by either an unaffiliated or an affiliated solicitor, the Firm may pay that solicitor a referral fee in accordance with applicable laws. Unless otherwise disclosed, any such referral fee is paid solely from Arbor Private Wealth’s investment management fee and does not result in any additional charge to the client. If the client is introduced to the Firm by an unaffiliated solicitor, the client will receive a solicitor’s disclosure statement containing the terms and conditions of the solicitation arrangement and any conflicts of interest. Any affiliated solicitor of Arbor Private Wealth is required to disclose the nature of his or her relationship to prospective clients at the time of the solicitation. Other Compensation The Firm receives economic benefits from Schwab. The benefits, conflicts of interest and how they are addressed are discussed above in response to Item 12. Page | 20 © MarketCounsel 2026  Disclosure Brochure Item 15. Custody Arbor Private Wealth is deemed to have custody of client funds and securities because the Firm is given the ability to debit client accounts for payment of the Firm’s fees. As such, client funds and securities are maintained at one or more Financial Institutions that serve as the qualified custodian with respect to such assets. Such qualified custodians will send account statements to clients at least once per calendar quarter that typically detail any transactions in such account for the relevant period. In addition, as discussed in Item 13, Arbor Private Wealth will also send, or otherwise make available, periodic supplemental reports to clients. Clients should carefully review the statements sent directly by the Financial Institutions and compare them to those received from Arbor Private Wealth. Any other custody disclosures can be found in the Firm’s Form ADV Part 1. Item 16. Investment Discretion Arbor Private Wealth is given the authority to exercise discretion on behalf of clients. Arbor Private Wealth is considered to exercise investment discretion over a client’s account if it can effect and/or direct transactions in client accounts without first seeking their consent. Arbor Private Wealth is given this authority through a power-of-attorney included in the agreement between Arbor Private Wealth and the client. Clients may request a limitation on this authority (such as certain securities not to be bought or sold). Arbor Private Wealth takes discretion over the following activities: • The securities to be purchased or sold; • The amount of securities to be purchased or sold; • When transactions are made; and • The Independent Managers to be hired or fired. Item 17. Voting Client Securities Arbor Private Wealth does not accept the authority to vote a client’s securities (i.e., proxies) on their behalf. Clients receive proxies directly from the Financial Institutions where their assets are custodied and may contact the Firm at the contact information on the cover of this brochure with questions about any such issuer solicitations. Page | 21 © MarketCounsel 2026  Disclosure Brochure Item 18. Financial Information Arbor Private Wealth is not required to disclose any financial information listed in the instructions to Item 18 because: • The Firm does not require or solicit the prepayment of more than $1,200 in fees six months or more in advance of services rendered; • The Firm does not have a financial condition that is reasonably likely to impair its ability to meet contractual commitments to clients; and • The Firm has not been the subject of a bankruptcy petition at any time during the past ten years. Page | 22 © MarketCounsel 2026