BOLTWOOD CAPITAL MANAGEMENT

SEC FORM ADV PART 2A: FIRM BROCHURE MARCH 31, 2025 Boltwood Capital Management 2099 Mt. Diablo Blvd, Suite 202 Walnut Creek, CA 94596 Phone: 415-433-1550 www.boltwoodcap.com This Brochure provides information about the qualifications and business practices of Boltwood Capital Management (“BCM”). If you have any questions about this brochure, please contact us at 415-433-1550, info@boltwoodcap.com, or visit our website at www.boltwoodcap.com. The information in this Brochure has not been approved by the United States Securities and Exchange Commission (“SEC”) or by any state securities authority. Additional information about our firm is available on the SEC’s website at www.adviserinfo.sec.gov. BCM is registered with the SEC as an investment adviser (RIA). BCM employs a Chief Compliance Officer and strives to maintain a culture of compliance and excellence. Registration with the SEC does not, however, imply any particular level of skill or training. We encourage you, the reader, to carefully review this document, to directly examine BCM and its operations, and to discuss any potential business relationship with your own business advisers and legal counsel. 1  Table of Contents Item 1: Material Changes .................................................................................................................................. 3 Item 2: Advisory Business ................................................................................................................................. 4 Item 3: Fees and Compensation....................................................................................................................... 6 Item 4: Performance-Based Fees and Side-by-side Management............................................................... 9 Item 5: Types of Clients ................................................................................................................................... 10 Item 6: Methods of Analysis, Investment Strategies and Risk of Loss ...................................................... 11 Item 7: Disciplinary Information ..................................................................................................................... 15 Item 8: Other Financial Industry Activities or Affiliations ............................................................................ 16 Item 9: Code of Ethics, Participation or Interest in Client Transactions and Personal Trading ............. 17 Item 10: Brokerage Practices .......................................................................................................................... 19 Item 11: Review of Accounts ........................................................................................................................... 21 Item 12: Client Referrals and Other Compensation .................................................................................... 22 Item 13: Custody............................................................................................................................................... 23 Item 14: Investment Discretion ...................................................................................................................... 24 Item 15: Voting Client Securities ..................................................................................................................... 25 Item 16: Financial Information ....................................................................................................................... 26 Item 17: Purpose of Named Trusted Contact ............................................................................................... 27 Part 2B: Brochure Supplement....................................................................................................................... 29 2  Item 1: Material Changes In this section, we are discussing only material changes since our last update: • Item 2 – Advisory Business Updated Assets Under Management (AUM) to reflect the amount as of the end of our fiscal year ending 3/31/2025 • Item 3 – Fees Updated language regarding the firm’s fee structure. Emphasis on clarifying fee arrangements and that schedules are negotiable. Made additional non-material changes to other items within the Brochure. BCM encourages you to read the full document. 3  Item 2: Advisory Business This section provides an overview of the history of our company and information that may be helpful in determining if our firm would meet your needs. If anything is unclear, we encourage you to reach out and ask for clarification. Description of the Company Boltwood Capital Management (BCM) is a California corporation with a single office in Walnut Creek, California. The firm was founded and incorporated in 1986 as Sommer & Boltwood Investment Management, Inc. and has been an employee-owned registered investment advisor (RIA) under various names since. Our most recent name change occurred in 2009 when the firm changed its name from Boltwood, Knowles & Dibblee, Inc. to Boltwood Capital Management to better communicate the firm’s primary purpose as an investment advisor. BCM is currently registered with the Securities and Exchange Commission (SEC). However, being registered with the SEC is not meant to imply a specific level of training or skill. Our firm is wholly owned and managed by its employees. As of March 31, 2025, BCM, has two employees, Michael J. Stock, CFA and Zachary R. Wolf, CFP® who each own fifty percent of the firm. Types of Investment and Advisory Services Offered BCM provides investment management and financial planning services to individuals/families, estates, and foundations. Client portfolios are managed according to a client specific Investment Policy Statement (IPS). This document reflects the financial objectives, tax circumstances, risk- tolerance, and other considerations of the household. Because we work with families our client base is diverse and their goals vary. As a result, the portfolios we manage range from 100% risk (growth) to 100% risk control (capital preservation) and everything in between. Investment decisions are made by our internal team of portfolio managers. Philosophically, we believe in taking a long-term approach to investing and therefore utilize an investment strategy designed to perform throughout the full economic cycle. We are not market timers and believe that staying committed to a long-term plan helps reduce fluctuations in portfolio values while producing more stable (but not guaranteed) long-term returns. In most cases, our clients grant BCM full discretion to manage their portfolios. This means BCM retains the authority to include, remove and/or change the underlying investments without prior client consent. However, from time to time, clients may limit BCM’s discretion in certain ways, including requiring prior approval on investments. Additionally, our clients, through the IPS, may impose restrictions on investing in certain companies, asset classes or other criteria. We request that these constraints be specific in nature and documented. 4  Environmental, Social and Governance (ESG) Investing BCM does not implement strategies specifically tailored to Environmental, Social and Governance (ESG) concerns. However, if a client can clearly identify investment preferences, we will outline them in their IPS and do our best to adhere to these guidelines. Financial Planning BCM offers financial planning services to all our investment management clients at no additional cost. While not required, we encourage clients to go through the process as it helps better align their investments with their unique goals. While rare, from time to time we may be asked to produce a financial plan for a non-investment management household(s). In these situations, the fee is negotiated prior to the project’s commencement and is based on the complexity and scope of the engagement. 401(K) Consulting We do not directly manage assets that reside in held away 401(K) accounts for clients. However, periodically we assist clients in selecting a mutual fund lineup that is in alignment with their BCM IPS. While it is not the core part of our business we will, upon request, work with 401(K) sponsors/trustees as an advisor to a company’s plan. Most often this occurs when an investment management client is also the owner of a small business and/or in a position of authority at a larger organization. In this role we help the trustees select the fund lineup and meet other due diligence requirements on an ongoing basis. Fees for this type of relationship are negotiated at the time of agreement and as policy BCM only serves as the advisor to the plan sponsor, not the underlying participants. For plan participants who want tailored investment/financial advice on their personal assets they are required to enter a direct contractual relationship with BCM independent of the 401(K) plans. Wrap Fee Programs BCM does not offer or participate in wrap fee programs. Assets Under Management (AUM) As of March 31, 2025, BCM had $380,599,262 in assets under management, consisting of $351,749,540 in discretionary assets under management and $28,849,722 in non-discretionary assets under management. 5  Item 3: Fees and Compensation Types of Compensation BCM does not require a minimum account size and/or fee to become a client of the firm. Fees, for both new and legacy clients, are negotiated by each client relationship and are typically determined by the needs/complexity of the clients’ situation. Most commonly BCM charges a percentage of the market value of the assets held in a client’s account(s). We believe that this pricing structure best aligns our interests with our clients’ financial success. When clients have multiple accounts, the accounts are typically, but not always, combined for fee computation purposes. We do this so that the household can gain the benefit of the tiered fee structure. In most situations, our standard per annum fee schedule is: 1.00% on the first $1,000,000 0.75% on the next $2,000,000 0.50% over $3,000,000 We believe our fees are competitive with other advisors. However, comparable services may be offered at lower rates by other advisors or companies. BCM does not utilize leverage/margin in client portfolios. However, from time to time a client may elect (client-directed) to borrow money from their account. If a client elects to do this, it is BCM’s policy to bill on the managed portfolio’s assets without regard to the amount borrowed. Financial planning services are inclusive in the fee schedules outlined above. For non-investment management clients engaging with BCM to complete a financial plan, the fee is negotiated on a case- by-case basis depending on the complexity and depth of the elements of the proposed plan. Under special circumstances, BCM may serve a client in an advisory only basis where BCM has no investment management responsibilities. These arrangements may be one-time only projects or ongoing relationships. Fees for advisory relationships are negotiable based on the complexity, duration and scope of the project(s). Neither BCM nor its supervised individuals receive any compensation for the sale of securities, insurance or other investment products. Methods of Billing Fees are payable quarterly in advance and based on the portfolio’s market value on the last business day of the month preceding the billing period, or as negotiated. The value of client portfolios is provided by the clients’ custodian. Our portfolio management system provider reconciles these positions on a day-to-day basis. The end of quarter value is used to calculate clients’ fees for any given period. 6  For example, the fee assessed based on values on December 31 are for the investment management services offered during the period of January 1 – March 31. Generally, this means that fees are calculated on the following dates: • March 31 • June 30 • September 30 • December 31 We adjust fees for contributions/distributions to/from the household during each period. This is done on a time-weighted basis and the corresponding adjustment(s) is/are reflected in the next quarter’s invoice. For example, a distribution from a household during Quarter 1 would result in a credit (i.e., lowering the fee) on the next quarter’s invoice. A contribution would do the opposite. You, as the client, may authorize the custodian of your securities to have BCM’s fees deducted from your account(s), or you may choose to pay our fees directly (i.e., via check). Our advisory agreement provides that either a client or BCM may terminate the investment management agreement at any time upon 30 days’ written notice. Upon termination, fees are refunded pro rata. If a termination notice is received within 30 days of the quarter ending, then the full quarterly fee is retained by BCM. Examples of Fee Calculations The following is provided for illustrative purposes of how fees are calculated and should not be viewed as a declaration of an agreed upon fee schedule. Example Fee Calculation: $500,000 Account Value Fee Schedule (1% on first $1 million, 0.75% on the next $2 million and 0.50% above) Account Value on 3/31 $500,000 $500,000 x 1.00% = Quarterly Fee Charged $5,000 per annum $5,000 / 4 = $1,250 Billed during 4/1 – 6/30 Example of Fee Calculation: $1,500,000 Account Value Fee Schedule (1% on first $1 million, 0.75% on the next $2 million and 0.50% above) Account Value on 6/30 $1,500,000 $1,000,000 x 1.00% = $500,000 x 0.75% = Quarterly Fee Charged $10,000 per annum $3,750 per annum $13,750 / 4 = $3,437.50 Billed during 7/1 – 9/30 Other Fees and Costs Clients are responsible for the expenses and any other associated fees charged by custodians and/or by broker-dealers. These fees include, but are not limited to, any commissions, custody fees, transaction charges or mark ups/downs imposed during the management of clients’ portfolios. 7  BCM may use mutual funds and/or exchange-traded funds (ETFs) as part of an overall investment strategy. In such situations the third-party manager (not BCM) of the fund may charge their own fee(s). All fees paid to BCM for investment management services are separate and distinct from those charged by the fund itself. Fees such as these are outlined in each fund’s prospectus and if present typically come in the following forms: management fees, fund expenses, and a distribution fee for mutual funds. It is BCM’s policy to minimize these fees by selecting funds, when appropriate, that have low or no trading commissions, low expense ratios and zero, or comparatively low, load fees. In many instances, investment firms may receive compensation for recommending certain mutual fund share classes and/or directing client’s assets to certain custodians. BCM does not participate in any of these relationships/programs. All the costs outlined above are in addition to BCM’s investment management fee. 8  Item 4: Performance-Based Fees and Side-by-side Management The firm does not charge any performance-based fees for its investment management services. Fees are calculated as described in Item 3 and are not charged on the basis of a share of capital gains upon or capital appreciation of the funds or any portion of the funds of an advisory client (Section 205(a)(I) of the Investment Advisors Act of 1940, amended). Side-by-side management refers to a situation when an adviser manages client relationships and portfolios on a simultaneous basis for individuals, businesses, institutions, mutual funds and/or hedge funds. When managing concurrently for so many clients, conflicts of interest can arise. We do not have any of these types of relationships and therefore have no Side-By-Side management responsibilities or conflicts of interest. BCM in the past has not, and currently does not manage and/or serve as an advisor to mutual funds, hedge funds or any other sort of third-party management fee. 9  Item 5: Types of Clients BCM provides investment management services to the following: Individuals Families • Endowments • Corporations • Pension and profit-sharing plans • Charitable organizations • IRAs and retirement plans • • • Trusts • Estates • Foundations • 529 Plan Accounts 10  Item 6: Methods of Analysis, Investment Strategies and Risk of Loss This section provides a deeper explanation of how BCM approaches constructing investment portfolios on behalf of clients. Methods of Analysis For each household our investment process begins by establishing a high-level asset allocation mix between “risk” and “risk control” assets. Due to the ups and downs of financial markets portfolios will naturally deviate away from these target weights. However, having a clear “strategic allocation” serves as a critical reference point for when and by how much a portfolio should be rebalanced. Risk assets consist of, but may not be limited to sub-classes, such as: Domestic Equities (i.e., U.S. stocks) Developed Ex. U.S. Equities High-Yield Fixed Income Natural Resources Real-Estate Listed-Infrastructure Risk-control assets typically consist of a mix of investment-grade fixed income and cash or cash equivalents. We believe that diversification is important not only between risk and risk-control but across the sub-sectors of the two groups as well. This means holding multiple securities and/or diversified index funds in each type to provide diversification. It is our intent that portfolios will perform over the long-term horizon and as such have an average holding period of 3+ years. In many cases investments may be held for periods much longer than this average. If circumstances warrant, we may substitute individual risk-asset investments (i.e., individual companies) for surrogates such as: ETFs, convertible bonds and/or mutual funds. The main sources of information used to make these determinations include research materials prepared by others, financial newspapers and magazines, corporate rating services, timing services, annual reports, prospectuses, filings with the Securities and Exchange Commission, and company press releases. BCM representatives may attend conferences sponsored by companies and by research firms. BCM makes investment decisions regarding all investments on a team basis. Our investment committee meets frequently to review the investments in portfolios, the underlying market/economic conditions and how those influences dictate portfolios should be positioned. BCM does not utilize any artificial intelligence programs in the analysis of and/or decision making process in our investment process. 11  Risk of Loss All investment programs have certain risks that are borne by the investor. Our investment approach keeps the risk of loss in mind. However, as with all investments, clients face investment risks that are inherent to the process. Before electing to enter into an agreement with BCM, you should carefully consider the following: 1. That investing in any type of security, regardless of how “safe” involves the risk of loss that you should be prepared to bear. 2. That securities markets experience varying degrees of volatility; and 3. As a result, your investments may fluctuate in value at any given time. This may result in investments being worth more or less than the original amount you invested. 4. Consider committing only the funds that you believe can be invested on a long-term basis. In short, make sure that your current needs are well taken care of before investing capital with BCM. In addition to the general risks associated with investing in any securities market there are risks inherent in our portfolio management process. These factors involve the quality and overall stability of the individual portfolios. There are four primary risk factors to pay attention to: 1. Portfolio Construction Risk We believe we address this risk through the creation of a detailed investment policy statement for each client. This document is unique to their particular circumstances and outlines the risk/reward tradeoffs of the strategy pursued. Additionally, it helps clarify the tradeoffs and risk/return characteristics we, and the client, would expect the portfolio to deliver. 2. Concentration Risk BCM believes in spreading risk across a variety of asset classes and individual investments. In short, BCM strives to reduce this risk through diversification and limiting the size of any one position to a reasonable level. Our overall goal with doing so is to reduce the likelihood that any single (or group of) investment can unilaterally create losses in the portfolio. 3. Operational Risk We use a methodology to identify our investments and when changes should be made. By having a system to track information we are able to identify and respond when abnormalities arise. 4. Decision Risk When making investments there is a risk that the decisions decided upon could generate losses in the portfolio. We seek to minimize this risk by utilizing a team approach to determining the investments in our client portfolios. We believe the process of sharing our thoughts and working as a team provides checks and balances in our decision-making process. 12  In addition to these risks there are certain risks that are unavoidable when investing. These apply to performance characteristics of individual investment positions: 1. Market Risk This is the unavoidable risk that exists in a certain asset class, geography or investment that stems from an economic shock, a supply/demand imbalance or other economy driven event. This can occur to any sector of the market and may impact companies/investments of all types, even those of the highest quality. This type of risk applies to all asset types, classes and investment strategies. 2. Security Selection Risk This is the risk that certain characteristics of the investment, that drives the inherent value, will fail to perform or manifest themselves as expected. This has the potential to reduce the value of the security in question. This applies to all areas of the market. 3. Default Risk This is particularly true for debt investments and represents the risk that a borrower will fail to repay the obligation owed. This is inherent, to varying degrees, in the following types of investments: loans, bonds, certificates of deposit and debt-related derivatives. 4. Inflation Risk This risk represents the risk that inflation will erode the purchasing power of your money. This can occur if economic events, outside of anyone’s control, are elevated and cause cash on hand to have less purchasing power than anticipated. 5. Currency Risk This represents the risk that changes in exchange rates will erode your purchasing power across borders. Specifically, that exchange rates are dynamic and reflect the current reality in the global economy. When investing across borders this risk is inherent. 6. Liquidity Risk From time to time, we may invest in certain securities or asset types that have few market participants. If placed in a position to sell such a security, especially in times of economic/market stress, it may be difficult to find a buyer without suffering a reduced price for the investment. 7. Yield Risk This represents the risk that the interest rate or level of dividends for a particular investment falls short of expectations. This is especially pronounced for fixed-income investments of all types but does apply to a select group of equity like investments (master limited partnerships and real estate investment trusts are the two with the most exposure). 8. Pre-Payment Risk In the event that a fixed-income issuer elects to refinance an existing debt at a lower interest rate the initial investor may no longer receive the expected payment. This may result in a situation where not only is the investor deprived of the payment but is unable to replicate it given changing market circumstances. 13  9. Taxation Risk This is the risk that the performance of an individual investment will result in a high degree of taxation by various government agencies. Specifically, if the tax environment changes there is a risk that an investment may not perform as initially anticipated. 10. Counter-Party and Custodial Risk This is the risk that one or more of the institutions that have contractually agreed to protect an asset or fulfill an obligation will fail to do so. If this occurs, it has the potential to reduce or eliminate the value of an investment. 14  Item 7: Disciplinary Information BCM and its employees have not been involved in any legal or disciplinary events related to past or present activities. 15  Item 8: Other Financial Industry Activities or Affiliations Financial Industry Activities BCM nor its covered individuals are registered as a broker-dealer or as a representative of a broker- dealer. BCM does not participate in any other industry business activities that would present a possible conflict of interest to BCM’s advisory business or the firm’s clients. Neither BCM nor any of its covered individuals is registered as a futures commission merchant, commodity pool operator or commodity trading adviser. Affiliations BCM does not have arrangements that are material to its advisory business or its clients with any related person. We may at times recommend unrelated, third-party professionals such as attorneys or CPAs who have an expertise in certain disciplines when appropriate for the client; we do not receive any compensation for the recommendation or selection of these professionals. Additionally, from time to time these other professionals may refer business to us. We do not compensate them, directly or indirectly, for these referrals. 16  Item 9: Code of Ethics, Participation or Interest in Client Transactions and Personal Trading Code of Ethics The employees of BCM have committed to a written Code of Ethics pursuant to Rule 204A-1 of the Investment Advisors Act of 1940. Since its founding, BCM has followed standards and principles that emphasize an investment advisor’s fiduciary duty. As a fiduciary, an investment advisor owes its clients a duty of honesty, good faith, and fair dealing. An investment advisor must act at all times in the client’s best interests and must avoid or disclose conflicts of interests. Violation of the Code of Ethics may result in disciplinary action that BCM’s Board of Directors deems appropriate, including a warning, suspension or termination of employment. BCM will provide a copy of the Code of Ethics to any client or prospective client upon request. Participation or Interest in Client Transactions and Personal Trading BCM and its employees, in their personal accounts, may from time to time buy or sell securities that are also held by clients. Alternatively, BCM may initiate a new position for clients in a security that is held by a BCM employee. To mitigate any conflicts of interest BCM’s Code of Ethics has a section outlining the procedures for personal trading that must be followed. In short, all personal transactions by employees in covered securities (those held in client accounts) require pre-clearance from the Chief Compliance Officer (CCO) or other principal of the firm. The CCO’s personal trades are reviewed and approved by another principal of the firm. Employees are allowed to trade concurrently with clients in order to receive the same price) but may not trade ahead of client trades. Our review process is designed to help mitigate any conflicts that may arise. Currently, the acting CCO is Michael J. Stock, CFA. Mr. Stock reviews all supervised individuals’ trades prior to execution. Additionally, he reviews all people’s trades quarterly for compliance with the code of ethics and the firm’s policies. In accordance with this policy, Mr. Stock’s trades are reviewed by Zachary R. Wolf, CFP®. As part of BCM’s fiduciary duty to clients, the firm and its supervised persons will always endeavor to put the interests of the clients first as outlined by the Code of Ethics. Privacy Policy BCM recognizes that during its course of business gathers Personal Identifiable Information (PII) on our clients. As a result, BCM has adopted and implements a privacy policy that complies with applicable laws and regulations. We collect the following types of information: 17  1. 2. 3. Information we receive about clients on custodian forms such as applications, service requests, etc. Information provided to us via numerous forms, including but not limited to, verbally, e-mail, fax and via regular mail. Information regarding client accounts, transactions and other investment related information As a policy the firm does not disclose non-public personal information about current (or former) clients without the individual’s authorization. This restriction is only superseded when required by law or in response to governmental or regulatory authorities. In the normal day-to-day operations of the business, and to serve clients, we may disclose information to unaffiliated third parties (i.e. broker-dealers and custodians) as permitted by law and only if needed for us to provide the agreed upon services. 18  Item 10: Brokerage Practices Selecting Brokers and/or Custodians BCM does not maintain custody of clients’ assets. All client assets must be maintained in an account at a “qualified custodian,” generally a broker-dealer or bank. We recommend that our clients use Charles Schwab & Co., Inc. (Schwab), a FINRA registered broker- dealer, member SIPC, as the qualified custodian. We are independently owned and operated, and not affiliated with Schwab. Schwab will hold your assets in a brokerage account and buy and sell securities when we instruct them to. While we encourage you to use Schwab you retain the right to place custody of your assets at any institution you would choose. Portfolio transactions are executed though a broker-dealer and many clients leave the selection of broker-dealers to BCM, although a client may reserve the authority to direct the use of a particular broker-dealer to execute all or a portion of the client’s portfolio transactions (discussed below). In the absence of a client-designated broker of record, we have discretion to select the brokers to be used and the commission rates to be paid. In doing so we consider factors such as: Financial strength/stability • Net price • Reputation • • Efficiency of execution & clearance • Settlement and error resolution • Block trading and block allocating capabilities • Breadth of investment products available • Operational efficiency for our firm • Willingness to execute related or unrelated difficult transactions in the future; and • On-line access to computerized data for clients’ accounts We may be deemed to have “constructive custody” of assets if you give us the authority to withdraw management fees directly from your account. Charles Schwab & Co. Relationship Our primary custodian, Charles Schwab & Co., provides BCM other products and services that benefit us but may only indirectly benefit our clients’ accounts. Some of these other products and services assist us in managing and administering clients’ accounts. These include software and other technology that provide access to client account data, facilitate trade execution, provide research, pricing information and other market data, facilitate payment of BCM’s fees from its clients’ accounts, and assist with back-office functions, recordkeeping, and client reporting. Many of these services generally may be used to service all or a substantial number of BCM’s accounts, including accounts not maintained at Schwab. Schwab also makes available to BCM other services intended to help us manage and further develop our business. These services may include consulting, publications and conferences on practice management, information technology, business succession, regulatory compliance, and marketing. 19  In addition, Schwab may make available, arrange and/or pay for these types of services rendered to BCM 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 us. While as a fiduciary we try to act in our clients’ best interests, we may recommend that clients maintain their assets in accounts at Schwab in part because of the benefit to BCM of the foregoing products and services, and not solely due to the nature, cost or the quality of the custody and brokerage services provided by Schwab, which may create a potential conflict of interest. Directed Brokerage Arrangements In 2019, Schwab decided to eliminate commissions for online trading in U.S. stocks, exchange-traded funds, and options. Following this decision most discount brokerage firms followed and now provide commission free trading. However, you as a client retain the right to direct trading in your portfolio to any discount or full- brokerage firm. If you elect to do so, you will need to negotiate commission rates with the broker directly. Factors included in such a negotiation may include the size of your brokerage account, the brokerage firm’s internal policy and other factors. You should further understand that unless you have negotiated a lower rate the commission charged by such a firm will be the firm’s established non-discounted commission schedule. If you elect to direct BCM to use a particular broker-dealer, you do so even though BCM may be able to obtain more favorable execution from another broker-dealer. In short, electing to direct brokerage to a specific individual and/or firm may cost you more money. If you designate a broker-dealer and/or custodian you should consider whether commission expenses, execution, trade clearance and settlement capabilities will be comparable to those otherwise obtainable by us. Soft Dollar Arrangements BCM does not participate in soft dollar arrangements with broker-dealers and/or other technology vendors in which they directly pay for the services we utilize. Trade Aggregation When executing trades on behalf of clients, BCM will attempt to aggregate securities sale/purchase orders for you with similar orders being made contemporaneously for other accounts managed by us, this is commonly referred to as “block trading.” This is done to help minimize trading costs as well as to achieve the best pricing averages. The practice is likely to result in administrative convenience or an overall economic benefit to the client. Aggregate orders will be allocated to client accounts in a systematic non-preferred manner. However, at times it may not be feasible for us to aggregate a trade for a particular client. For example, on a day when we execute a trade across all our clients and then a specific client requests funds. In situations like this we may be forced to execute a trade “off cycle” that results in a different price than what was achieved in the block earlier in the day. 20  Item 11: Review of Accounts BCM takes a team approach to managing client accounts via the Investment Review Committee (IRC). The IRC is responsible for the investment decisions in client accounts. Formal reviews of client portfolios occur no less than quarterly. Individual account reviews are performed more frequently when market conditions warrant doing so, or when a client’s objectives change. A review may be triggered by client requests, changes in market conditions, new information about an investment, changes in tax laws, or other important changes. The current members of the Investment Review Committee are: Michael J. Stock, CFA Zachary R. Wolf, CFP BCM clients receive statements from their broker-dealer or bank custodians every month during which is activity in their account. Additionally, BCM provides its clients with a quarterly overview, financial market outlook and written portfolio detail reports outlining any transactions/changes. Within these BCM generated reports are year-to-date realized gain/loss information for taxable accounts. We believe providing this data on both our monthly and quarterly communications help reduce unexpected tax surprises. 21  Item 12: Client Referrals and Other Compensation BCM has received many client referrals over the years. The referrals have come from current clients, attorneys, accountants, employees, personal friends of employees and other sources. BCM does not pay for referrals. BCM does not accept referral fees or any form of remuneration from other professionals when a prospect or client is referred to them. 22  Item 13: Custody BCM is required to maintain client funds and securities with a broker-dealer, bank, or other qualified custodian. These custodians hold all client assets. The qualified custodian provide you with account statements independent of BCM and they provide them directly to you, the client, at their address of record or via email. Custodians vary in how frequently they send these statements but typically they come at least once a quarter. However, if an account does not have any transactions, or assets, during that period a statement may not be issued. Under government regulations, we are deemed to have “constructive custody” of your assets if, for example, you authorize us to instruct a broker-dealer or bank to deduct our advisory fees directly from your account. We have policies and procedures in place to address the risks and to ensure the safeguarding of client assets. Reporting Custody BCM is currently the Registered Investment Adviser for client accounts in which a BCM employee is a trustee on, and therefore deemed to have custody of the accounts. BCM is also deemed to have custody on accounts in which we have bill pay and standing authority to direct payments/transfers to third parties. According to rule 206(4)-2 under the Investment Advisers Act of 1940, BCM will have an independent third-party accountant conduct a surprise audit on an annual basis of these accounts. Our independent public accountant is Perotti & Carrade located in San Rafael, California. 23  Item 14: Investment Discretion BCM typically has discretionary authority to manage securities accounts on behalf of clients. Meaning we have the authority to determine, without obtaining specific client consent, the securities to be bought or sold, and the amount of the securities to be bought or sold. However, if discretionary authority or a limited power of attorney has not been given, BCM consults with the client prior to each trade to obtain permission to trade. For non-discretionary accounts, clients should be aware of the risks associated with maintaining their account(s) in this manner. These include, but may not be limited to: 1. Missed Opportunities/Timing You may give up on timing opportunities by having a non-discretionary mandate. It leaves you open to gaps between when an opportunity or idea arises to implementation because we must contact you to get approval. 2. Changing Market Value In a rapidly moving market, especially in a falling one, non-discretionary clients are at risk. It increases the risk that the price will change materially while we wait for your approval. It is the firm’s policy not to delay trading for discretionary clients while non-discretionary approval is returned. 3. Biases All investors are subject to behavioral biases. Electing to have a non-discretionary account may impede our ability to identify and overcome these, often subconscious, hurdles to action. 24  Item 15: Voting Client Securities BCM will vote all proxies over which BCM has voting authority in the best interest of our clients: • We will ordinarily vote with management on routine matters. • We will almost always vote against proposals that make it harder for shareholders to effectively vote their interests, such as proposals to create staggered terms for directors, eliminate cumulative voting for directors, or require supermajority approval. • We will usually vote to implement or retain shareholder rights, and will usually vote against proposals that make acquisition of the company more difficult. • We will usually vote against shareholder proposals that are non-business related. BCM has a written proxy voting policy, and it is available upon request. 25  Item 16: Financial Information BCM has never filed for bankruptcy, and we are not aware of any financial condition that is expected to affect our ability to manage client accounts. 26  Item 17: Purpose of Named Trusted Contact BCM believes that that part of our fiduciary duty is to safeguard both the investments as well as our clients’ overall well-being. In 2017, the SEC adopted FINRA Rules 2165 & 4512 which required member institutions to report incidents of suspected financial exploitation as well as requiring every client account to have a named “trusted” contact individual. The purpose of these rules was to protect investors from financial exploitation and/or from making irrational financial decisions due to mental decline. While BCM is not covered by FINRA their description of the purpose of having a trusted contact on file is well explained: “The trusted contact person is intended to be a resource for firms in handling customer accounts, protecting assets and responding to possible financial exploitation of any vulnerable investors.” FINRA Press Release, February 5, 2018 Because of the increased frequency of these situations BCM believes it is a best practice to request an emergency/trusted contact from every client household. The language below outlines how BCM intends to use this/these individual(s) in the best interest of our clients. In the event that BCM suspects that a client is being coerced or abused financially the firm may elect to reach out to the trusted contact. In doing so the firm will share the reasons for our concerns and to work with the individual(s) to determine the best course of action. Signs that may indicate financial exploitation may include but are not limited to: Forged signatures • Sudden changes to banking/spending practices; • Presence of previously unknown individuals; • New names added to bank accounts, wills and/or other financial/legal documents • Bills being unpaid despite adequate assets • • Unexplained transfer(s) of assets to a family member or someone outside of the family At times BCM the named trusted contact may be the suspected individual (i.e. a family member). In situations like these BCM will express its concerns to any other named trusted contacts and/or reach out to the client’s custodian for assistance. As part of the FINRA regulations these custodians are equipped to review reported cases and in extreme cases temporarily freeze client assets if abuse is suspected. Alternatively, BCM from time to time may simply notice a decline in mental capacity of our clients. Potential signs of mental decline that BCM looks for are: • General confusion • Loss of short or long-term memory • Inability to pay bills and/or stay on top of financial matters • Difficulty comprehending concepts well understood in the past • Hesitancy to make simple decisions 27  In situations like these BCM will reach out to the trusted contact in order to express our concerns. Unlike the previously outlined circumstances of abuse the best course of action may simply be to name an additional trustee or to assist the client in finding other individuals to handle their financial affairs. In extreme cases the firm may elect to resign from managing a client’s assets if a satisfactory resolution is not achieved. 28  Part 2B: Brochure Supplement SEC FORM ADV MARCH 31, 2025 Boltwood Capital Management 2099 Mt. Diablo Blvd, Suite 202 Walnut Creek, CA 94596 Phone: 415-433-1550 Fax: 415-433-2537 www.boltwoodcap.com This brochure supplement provides information about Michael J. Stock, CFA and Zachary R. Wolf, CFP® that supplements the Boltwood Capital Management (“BCM”) brochure. You should have received a copy of that brochure. Please contact BCM at one of the telephone numbers listed above if you did not receive BCM’s brochure or if you have any questions about the contents of this supplement. Additional information about Michael J. Stock, CFA and/or Zachary R. Wolf, CFP® is available on the SEC’s website at www.adviserinfo.sec.gov. 29  Principals Michael J. Stock, CFA (DOB 5/9/1982) Mr. Stock received a B.A. in International Relations and an M.B.A. in Finance from the University of California at Davis. Prior to joining Boltwood Capital Management in 2009, Mr. Stock worked as an underwriter for Deans & Homer, specializing in commercial and inland marine property insurance. Mr. Stock attained the Chartered Financial Analyst designation in 2013. Mr. Stock has been continuously employed by BCM since 2009 and a partner in the firm since 2014. Disciplinary Information Mr. Stock is not facing any legal or disciplinary events that would be material to his ability to provide investment advice. Other Business Activities Mr. Stock is not engaged in any other business activities that would be material to your evaluation of his ability to provide investment advice. Additional Compensation Mr. Stock does not receive any economic benefit from non-clients for providing advisory services. 30  Zachary R. Wolf, CFP® (DOB 8/13/1982) Mr. Wolf received a B.S. in Managerial Economics and an M.B.A. in Finance from the University of California at Davis. Prior to joining Boltwood Capital Management in 2015, Mr. Wolf worked at Sutter Health as the Manager of Informatics and Risk Financing. In 2016, Mr. Wolf received a M.S. in Financial Planning from Kansas State University. Mr. Wolf attained the Certified Financial Planner designation in 2018. Mr. Wolf has been continuously employed by BCM since 2015 and became a shareholder in the firm in 2020. Disciplinary Information Mr. Wolf is not facing any legal or disciplinary events that would be material to his ability to provide investment advice. Other Business Activities Mr. Wolf serves as an advisor and member of the Senior Leadership team for a family-owned construction business. This relationship pre-existed his employment at BCM. The time spent outside of BCM varies depending on circumstances. Additionally, members of the family are direct clients of BCM and as a result there are some duties that overlap. On average, his time commitment outside of BCM is less than 5/hrs a week. For more information, or questions about his role, please contact BCM directly. Additional Compensation Mr. Wolf receives compensation, in the form of a salary, for his role described above. 31  Designations Chartered Financial Analyst (CFA) Michael J. Stock The CFA is a qualification for finance and investment professionals, most notably in the areas of investment management and the financial analysis of securities (stocks, bonds and their derivative assets). The program centers around portfolio management and financial analysis as well as providing generalist knowledge of other areas of finance. The Chartered Financial Analyst designation is an international professional certification offered by the CFA Institute (formally the Association for Investment Management and Research) to financial analysts who complete a series of three examinations. To become a CFA, a candidate must pass each of three six-hour exams, possess at least a bachelor’s degree from an accredited institution (or have the equivalent work or education), and have 48 months of qualified, professional work experience. CFAs are obliged to adhere to a strict code of ethics and standards governing their professional conduct. Certified Financial Planner (CFP®) Zachary R. Wolf The CERTIFIED FINANCIAL PLANNER™, CFP® and federally registered CFP (with flame design) marks (collectively, the “CFP® marks”) are professional certification marks granted in the United States by Certified Financial Planner Board of Standards, Inc. (“CFP Board”). The CFP® certification is a voluntary certification; no federal or state law or regulation requires financial planners to hold CFP® certification. It is recognized in the United States and a number of other countries for its (1) high standard of professional education; (2) stringent code of conduct and standards of practice; and (3) ethical requirements that govern professional engagements with clients. Currently, more than 80,000 individuals have obtained CFP® certification in the United States. To attain the right to use the CFP® marks, an individual must satisfactorily fulfill the following requirements: • Education – Complete an advanced college-level course of study addressing the financial planning subject areas that CFP Board’s studies have determined as necessary for the competent and professional delivery of financial planning services, and attain a Bachelor’s Degree from a regionally accredited United States college or university (or its equivalent from a foreign university). CFP Board’s financial planning subject areas include insurance planning and risk management, employee benefits planning, investment planning, income tax planning, retirement planning, and estate planning; • Examination – Pass the comprehensive CFP® Certification Examination. The examination includes case studies and client scenarios designed to test one’s ability to correctly diagnose financial planning issues and apply one’s knowledge of financial planning to real world circumstances; 32  • Experience – Complete at least three years of full-time financial planning-related experience (or the equivalent, measured as 2,000 hours per year); and • Ethics – Agree to be bound by CFP® Board’s Standards of Professional Conduct, a set of documents outlining the ethical and practice standards for CFP® professionals. Individuals who become certified must complete the following ongoing education and ethics requirements in order to maintain the right to continue to use the CFP® marks: • Continuing Education – Complete 30 hours of continuing education hours every two years, including two hours on the Code of Ethics and other parts of the Standards of Professional Conduct, to maintain competence and keep up with developments in the financial planning field; and • Ethics – Renew an agreement to be bound by the Standards of Professional Conduct. The Standards prominently require that CFP® professionals provide financial planning services at a fiduciary standard of care. This means CFP® professionals must provide financial planning services in the best interests of their clients. CFP® professionals who fail to comply with the above standards and requirements may be subject to CFP® Board’s enforcement process, which could result in suspension or permanent revocation of their CFP® certification. Disciplinary Information There are no legal or disciplinary events to report involving the supervised persons at BCM. Other Business Activities BCM’s supervised persons do not engage in any other investment-related business or occupation. Additional Compensation BCM’s supervised persons do not derive an economic benefit from providing investment advisory services to someone who is not a client of BCM. Supervision Principals and employees are supervised by BCM’s Board of Directors, consisting of Thomas L. Abbott (Non-Executive Chairman), Michael J. Stock, CFA and Zachary R. Wolf, CFP®. 33