CAP PARTNERS, LLC

FORM ADV PART 2A Client Brochure January 1, 2026 CAP Partners, LLC 109 International Drive, Suite 210 Franklin, TN 37067 Phone (615) 807-2030 Fax (877) 890-1087 www.CAP-Partners.com This Brochure provides information about the qualifications and business practices of CAP Partners, LLC (“CAP Partners”). If you have any questions about the contents of this Brochure, please contact us at (615) 807-2030. 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 CAP Partners (CRD No. 144779), including a copy of its Form ADV Part 1, is available on the SEC's website at www.adviserinfo.sec.gov. 1  Material Changes CAP Partners, LLC updated this brochure to reflect changes to the firm’s ownership structure from single to multi-member, including additional internal owners and related updates to management and control person disclosures. 2  Table of Contents 1. Cover Page ...................................................................................... 1 2. Material Changes Since Last Annual Update ................................. 2 3. Table of Contents ............................................................................. 3 4. Advisory Business ............................................................................ 4 5. Fees and Compensation .................................................................. 6 6. Performance Based Fees and Side-by-Side Management ............. 8 7. Types of Clients ................................................................................ 8 8. Methods of Analysis, Investment Strategies and Risk of Loss........ 9 9. Disciplinary Information .................................................................. 9 10. Other Financial Industry Activities and Affiliations......................... 9 11. Code of Ethics, Participation or Interest in Client Transactions and Personal Trading........................................ 9 12. Brokerage Practices .......................................................................... 10 13. Review of Accounts ........................................................................... 11 14. Client Referrals and Other Compensation ...................................... 11 15. Custody ............................................................................................. 11 16. Investment Discretion ...................................................................... 11 17. Voting Client Securities ..................................................................... 12 18. Financial Information ....................................................................... 13 19. Privacy Policy ..................................................................................... 14 Schedule 2B Brochure Supplements - Leadership ………….................................................................................... 17 Licensed Representatives ............................................................................ 18 3  Advisory Business CAP Partners, LLC (“CAP Partners”) is a SEC-registered investment advisor and Tennessee multi member limited liability company offering advisory services including personalized investment management and consulting services to a wide variety of clients since February 2013. CAP Partners is owned by the limited liability holding companies of Brendan Easterday (Chief Executive Officer), Susan Easterday (Chief Marketing Officer), Michael Organ (Chief Investment Officer), and Zachary Olinger (Chief Planning Officer). CAP Partners does not control any other firm. The advisory services of CAP Partners are described in detail below. What We Do Financial Counseling Services Financial counseling advice will typically involve providing a variety of services, principally advisory in nature, to individuals regarding the management of their financial resources based on an analysis of individual client needs. A CAP Partners Representative begins services by conducting an initial consultation. During this initial consultation, pertinent information about the client's financial circumstances and objectives is collected. Services are performed in the scope requested by a client and usually include an analysis of the client’s current investments, investment objectives, and risk tolerance followed by recommendations for the sale of existing or purchase of new investments. Counseling Services result in a report being provided to a client which may be in writing if requested by the client. The primary objective of this process is to allow CAP Partners to assist the client in developing a strategy for the successful management of income, assets, and liabilities in meeting the client’s financial goals and objectives. Advice to the client is based on the client's financial situation at the time the report is presented and is based on information provided by the client to CAP Partners. CAP Partners does not guarantee or promise that the client's financial goals and objectives will be met. Clients decide which investment recommendations to accept and implement. Clients are also free to select any brokerage, insurance or other product provider to purchase (or sell) investments, insurance, or other products discussed with CAP Partners. CAP Partners does not guarantee results, and losses can occur from receiving Counseling Services. Changes in the client's financial condition, personal circumstances, goals, or general economic conditions may trigger changes to the advice provided by CAP Partners. All Counseling Services advice is based on information provided by the client. It is the client's responsibility to be certain that CAP Partners has current and accurate information. Financial Planning Services CAP Partners provides Financial Planning Services on a flat and hourly fee basis. Financial Planning Services are performed in the scope requested by a client and can include any of the following together or separately: ● Tax Planning; ● Investment Analysis and Purchase, Sale and Hold Recommendations 4  IRA, Roth IRA, 403(b), 401(k) or Other Retirement Plan Account Analysis; ● Retirement Planning; ● Estate Planning; ● Business Financial Planning; ● Education Funding for Children and Grandchildren; ● Appreciated Asset Tax Recommendations; ● ● Life, Disability, and Long-Term Care Insurance Analysis and Recommendations. The decision to accept any recommendation or advice provided by CAP Partners in its Financial Planning Services and all decisions regarding implementation thereof are left to the client. Clients are free to implement recommended transactions through broker-dealers and other service providers other than those recommended by CAP Partners. Clients should evaluate independently the transaction execution services recommended by CAP Partners Representatives, including the reasonableness of any transaction price and commission. All planning is based on information provided by the client. It is the client’s responsibility to be certain CAP Partners has current and accurate information to enable CAP Partners to prepare the initial plan, and it is the client’s responsibility to inform the Representative of material changes affecting the investments and planning strategies implemented so the Representative has them for future reference. Asset Management Services CAP Partners provides Asset Management Services to clients wishing to have their investments managed continuously on a discretionary basis. Services begin with a CAP Partners Representative assisting each new client in determining the client’s investment objectives. Then CAP Partners manages each client’s investments in a manner consistent with the client’s objectives and risk tolerance. CAP Partners also assists the client in establishing a securities account with a broker-dealer which maintains custody of client securities and funds either directly or with the assistance of its transaction clearing firm. Besides managing various types of securities for clients such as common and preferred stocks, mutual funds, annuity sub-accounts, warrants, rights, bonds, municipal securities, options and government bonds, a portion of the securities in client accounts may be held in cash or cash equivalents, including money market mutual funds. Advice given to any client may differ from advice given, or the timing and nature of the action taken, with respect to other client accounts. Advisor will make a reasonable effort to follow all investment management restrictions and instructions expressed to the firm by a client. Clients are encouraged to call their Representative at any time if they have questions. Services may be terminated upon 30 days advance written notice from either party to the other. As a general rule, CAP Partners believes that investing is best suited to those who believe in a long-term buy-and-hold policy. Therefore, clients should not expect frequent investment changes in the portfolio. However, as a result of monitoring the account, investment purchases and sales will be made. Investments are not held by CAP Partners. Instead, all investments managed by CAP Partners are usually held at the brokerage firm through which transactions are placed. 5  CAP Partners does not assure or guarantee the results of its Asset Management Services; thus, losses can occur from following CAP Partner’s advice pertaining to any investment or investment approach, including using conservative investment strategies. As of January 1, 2025, CAP Partners had assets of $220,229,192 under discretionary management. Fees and Compensation Fees paid to CAP Partners are for CAP Partners advisory services only. The fees do not include, for example, the fees charged by third parties such as third-party managers, or accountants and attorneys assisting with providing the client with accounting and legal advice. Commissions on transactions and other account fees will also be charged by brokerage firms in accordance with the account’s brokerage firm’s normal commission schedule. See Item 12, Brokerage Practices. Prospective clients should be aware that in addition to CAP Partner's advisory fees, each mutual fund in which a client's assets are invested also pays its own advisory fees and other internal expenses, which have already been deducted from the fund's reported performance. Depending on the fund, a client may be able to invest directly in the shares issued by the fund with or without incurring any sales or third-party management fees. Account maintenance fees are also deducted by the custodian. In addition, there are tax effects pertaining to fund share redemptions, and other sales, made by CAP Partners on behalf of clients. Redemptions and sales are taxable events that may accelerate the recognition of capital gains, and losses, and frequent redemptions and sales may result in short-term, rather than long-term, capital gains and losses. Financial Counseling Services Fees CAP Partners utilizes the following counseling fee schedules, subject to negotiation, depending on the nature, complexity and staff time involved in providing the client with requested services. Hourly Fees: CAP Partners will charge an hourly fee, which ranges between $100 and $500 per hour, for broad based counseling services. The hourly fee depends on the nature and scope of the advice requested by the client, nature and number of investments in the client’s portfolio, amount and nature of research required to complete the project and the scope and number of reports requested by a client. Hourly fees are offered to all clients and fees are not contingent. The hourly fee may be negotiated based on the nature of work and not by the type of client. Prior to engagement, each client signs an agreement which provides an estimate of the total fee for services. One-half of the estimated fee is due upon signing of the advisory agreement with the balance due upon completion of the project. Flat Fees: CAP Partners may charge a flat fee, which ranges between $500 and $5,000 depending on the nature and scope of the advice requested by the client, nature and number of investments in a client’s portfolio, amount and nature of research required to complete the project and the scope and number of reports requested by a client. Flat fees may be negotiated based on the nature of the work, not by the type of client. One-half of the estimated fee is due upon signing of the advisory agreement with the balance due upon completion of the project. Either party may terminate the agreement by providing ten (10) business days written notice to the other party.The Agreement may not be modified or amended except in writing and signed by both CAP Partners and the client. 6  Clients may implement CAP Partners’ recommendations by placing securities and insurance transactions with any brokerage firm the client chooses. The client is under no obligation to act on CAP Partner's counseling recommendations. CAP Partners does not guarantee or promise that client’s financial goals and objectives will be met. Financial Planning Services Fee CAP Partners can charge fees based upon an annual or hourly basis for Financial Planning Services. CAP Partners’ hourly fee for Financial Planning Services ranges from $100 to $500 per hour. The exact hourly fee depends upon the nature and scope of the advice requested by the client, nature and number of investments in a client’s portfolio, amount and nature of research required to complete the project and the scope and number of reports requested by a client. Hourly fees are offered to all clients and fees are not contingent upon receiving certain services. The hourly fee may be negotiated based on the nature of work and not by the type of client. Prior to engagement, each client signs an agreement which provides an estimate of the total fee for services. One-half the estimated fee is due upon signing of the advisory agreement with the balance due thirty (30) days upon delivery of the final report. This is negotiable at CAP Partners’ discretion. There is a minimum fee for Financial Planning Services of $500. Client may also request the analysis and recommendations report be updated annually or at other intervals. The fee for this service shall be agreed upon before the services begin, and shall be payable upon presentation of the updated report. CAP Partners may amend its fee schedule upon thirty (30) days advance notice to the client. The agreement between CAP Partners and client for Financial Planning may be terminated by either party by ten (10) days advance written notice to the other. Any fee due, but not yet paid by a client, is due promptly after termination of the services agreement. Any unearned, prepaid fee is returned to the client. Investment/Asset Management Services Fee CAP Partners utilizes the following asset management fee schedule. Fee Investment Management Pricing <$500k 1.25% - 2.00% >$500k-$2.5MM 1.00% - 2.00% >$2.5MM-$5MM 0.75% - 2.00% $5MM+ 0.50% - 2.00% The fee includes all fees and charges for advisory services of CAP Partners. The fee does not include the following: (a) charges for services provided by CAP Partners, its affiliates or third parties which are outside the scope of this Agreement (e.g., third-party manager, attorney, accountant or another professional’s fees, retirement plan administration fees, trustee fees, wire transfer fees, etc.); (b) any 7  taxes for fees imposed by exchanges or regulatory bodies; (c) brokerage commissions and other transaction-related fees and charges; and (d) internal operating expenses of mutual funds and exchange traded funds. Each of these additional charges may be separately charged to the client, the client’s account or reflected in the price paid or received for a given security. The asset-based fee is negotiable and is payable quarterly in advance. The first payment is due upon execution of the agreement and will be prorated in the event the agreement is executed at any time other than the first day of the calendar quarter. Subsequent payments are due and will be assessed on the first day of each calendar quarter based on the value of the assets under management as of the close of business on the last business day of the preceding quarter as valued by an independent pricing service, where available, or otherwise in good faith. CAP Partners shall have the right to alter its fee upon 30 days advance written notice to the client. The fees paid to CAP Partners are for CAP Partners' advisory services only. Commissions and other account fees may be charged in accordance with the account’s brokerage firm’s normal commission schedule. Fees payable to CAP Partners for Asset Management Services are, with the client’s prior permission, automatically deducted from the client's account when due. The client will receive reports from the account's custodian, showing the fee calculation and fee amounts debited. CAP Partners will liquidate money market shares to pay the fee and, if money market shares or cash value are not available, other investments will be liquidated. Authorization for the deduction of fees from the managed account is contained in the Services Agreement. The client may terminate the authorization for automatic deduction at any time by notifying CAP Partners in writing. Other Compensation CAP Partners Representatives are also licensed to offer insurance products. CAP Partners Representatives will receive customary commissions for the sale of such products should a client decide to make purchases through a CAP Partners Representative. Clients are free to purchase such products from other professionals than through a CAP Partners Representative. This compensation creates a conflict of interest. All prospective and existing clients are hereby advised that this conflict exists. Advisory fees are not reduced by the amount of insurance sales compensation a Representative receives. Performance Based Fees and Side-by-Side Management CAP Partners does not charge any performance-based fees. All fees are disclosed above. Types of Clients/Minimum Account Size CAP Partners makes its advisory services available to a wide variety of clients including. but not limited to, individuals, pension and profit-sharing plans, trusts, estates, charitable organizations, corporations, and other business entities. CAP Partners does not require a minimum account size or fee to receive its advisory services. 8  Methods of Analysis, Investment Strategies and Risk of Loss CAP Partners' security analysis methods include, but are not limited to, fundamental analysis (evaluating securities based upon its historical and projected financial performance); technical analysis (examining technical moves in the price of an issue based upon peer securities or comparisons to an investment sector or index) and cyclical analysis (determining the desirability of an issue based upon the status of an issue within the price cycle the security or similar securities have followed historically) All securities analysis methods and strategies, even those used by CAP Partners may involve a high degree of risk and losses can occur. CAP Partners' main sources of information include, but are not limited to, financial newspapers and magazines, inspections of corporate activities, research materials prepared by others, corporate rating services, annual reports, prospectuses, public filings and company press releases. CAP Partners does not guarantee the results of the advice given. Thus, significant losses can occur by investing in any security, or by following any strategy, including those recommended or applied by CAP Partners. CAP Partners may recommend traditional exchange-traded funds ("ETF"). ETF shares are bought and sold at market price unlike mutual funds. ETFs are subject to risks similar to those of stocks. Disciplinary Information CAP Partners does not have any disciplinary information to report regarding itself or any of its counselors or other related persons. Other Financial Industry Activities and Affiliations Individuals advising on behalf of the firm may also be licensed for insurance companies and sell insurance for those firms. Thus, when insurance is recommended, a conflict of interest exists because the CAP Partners Representative making the recommendation will receive a customary commission if the client follows the recommendation and purchases the product. Code of Ethics, Participation or Interest in Client Transactions and Personal Trading CAP Partners or individuals associated with the firm may buy or sell, for their personal accounts, investment products identical to those recommended to clients. It is the expressed policy of CAP Partners that no person employed by CAP Partners may purchase or sell any security immediately prior to a transaction being implemented for an advisory account, therefore preventing such employees from benefiting from following transactions placed on behalf of advisory accounts. CAP Partners has also established a Code of Ethics applicable to all persons at the firm who have access to confidential client records and/or involved in recommendations being made for client accounts. Designed to prevent conflicts of interest between the financial interests of clients and the interest of the firm’s staff, the Code requires such “access persons” to obtain pre-approval of certain 9  securities transactions, to report transactions quarterly and to report all securities positions in which they have a beneficial interest at least annually. These reporting requirements allow supervisors at the firm to determine whether to allow or prohibit certain employee securities purchases and sales based on transactions made, or anticipated to be made, in the same securities for client accounts. The Code also establishes certain bookkeeping requirements relating to federal and state reporting rules. The Code is required to be reviewed annually and updated as necessary. A complete copy of the firm’s Code is available upon request. Brokerage Practices Although they generally do not exercise discretion to select brokerage firms, CAP Partners Advisors typically recommend the custodial and transaction services of Schwab Institutional, a Division of Charles Schwab & Co., Inc., Member SIPC (known as "Service Provider"). CAP Partners has chosen the Service Provider based on its overall level of services and support provided to clients and will not evaluate the commissions and services of other broker-dealers. Clients should be aware that there is no direct link between the Service Provider and CAP Partners in connection with the advice CAP Partners gives to clients. CAP Partners receives economic benefits through the custody and operating relationships it has with the Service Provider that are not typically available to retail investors. These benefits include the following products and services, provided to CAP Partners without cost or at a discount: duplicate client statements and confirmations, research related products and tools, consulting services, access to a trading desk serving Representatives, access to block trading (which provides the ability to aggregate securities transactions for execution and then allocate the appropriate shares directly to or from client accounts), the ability to have advisory fees deducted directly from client accounts, access to an electronic communications network for client order entry and account information, access to mutual funds with no transaction fees, and discounts or no fees on compliance, marketing, research, technology, and practice management products and services provided by third-party vendors. The Service Provider may also pay for business consulting, professional services, and research received by CAP Partners affiliated persons and may also pay or reimburse expenses (travel, lodging, meals, and entertainment expenses) for CAP Partners personnel to attend conferences or meetings relating to their service platforms or to their advisor custody and brokerage services generally. Some of these products and services made available by the Service Provider may benefit CAP Partners, but may not benefit its clients. Such other services made available by the Service Provider are intended to help CAP Partners manage and further develop its business enterprise, and such services may or may not depend on the amount of brokerage transactions directed to them. Clients should be aware that the receipt of economic benefits by CAP Partners described above, in and of itself, creates a potential conflict of interest and may directly or indirectly influence CAP Partners' recommendation of those service providers for custody and brokerage service. Thus, the receipt of these services creates an incentive and conflict of interest for CAP Partners when it recommends the Service Provider’s services. 10  Other than the services described above, CAP Partners and its Representatives do not direct transactions and the commissions they generate (soft dollars) to brokerage firms or other parties to receive research or other benefits. Clients should be aware that not all advisers require clients to use a particular brokerage firm. Because clients having accounts managed by CAP Partners are required to open accounts with, and use the transaction services of the Service Provider, CAP Partners may not be able to achieve the most favorable execution of client transactions. Thus, use of only the Service Provider may cost clients more money. CAP Partners does not process transactions through the Service Provider in return for the Service Provider referring new clients to CAP Partners. CAP Partners may combine similar client orders into one aggregate order for the purpose of obtaining an average price for all customers participating in the order. Review of Accounts and Reports Periodic financial reviews for investment counseling accounts are encouraged and it is the client’s responsibility to initiate a review. Asset Management accounts will receive at least weekly reviews by portfolio managers. Brendan Easterday or another qualified Representative of the firm will conduct all reviews. The custodian typically sends clients a confirmation of every securities transaction and a quarterly brokerage statement, which reflects all transactions in the client’s account held by the custodian. Clients receiving Asset Management services receive a written report from CAP Partners at least annually. Client Referrals and Other Compensation Our firm directly compensates non-employee (outside) consultants, individuals, and/or entities (promoters) for recommending and referring CAP Partners to individuals and others who would benefit from investment advisory services provided by CAP. In order to receive a cash referral fee from us, promoters must comply with the CAP Partners Promoter Agreement. If you become a client, the promoter that referred you to our firm will receive a percentage of all applicable advisory fees, planning fees, and insurance commissions you pay our firm for as long as you are our client, or until such time as our agreement with the promoter expires. You will not pay additional fees because of this referral arrangement. Referral fees paid to a promoter are contingent upon your entering into an advisory agreement with our firm. Therefore, a promoter has a financial incentive to recommend our firm to you for advisory services. This creates a conflict of interest; however, you are not obligated to retain our firm for advisory services. Comparable services and/or lower fees may be available through other firms. Professional Partners and Other Solicitation Arrangements CAP Partners establishes professional partner relationships. Professional partners may act as a promoter in accordance with a written agreement with CAP Partners. We will compensate the promoter for client referrals. The client is provided a separate written disclosure by the promoter detailing the 11  compensation arrangement. Any solicitation arrangement will be in accordance with Rule 206(4)-1 of the Investment Advisers Act of 1940. Custody CAP Partners does not take custody of client funds or securities. These safekeeping services are typically provided to managed accounts only by the brokerage firm processing the securities transactions ordered by CAP Partners. To the extent a client receives any account or other investment ownership statement from CAP Partners, CAP Partners recommends the client carefully compare the information in the report to that in the custodian’s statements. Investment Discretion When providing Asset Management Services, CAP Partners Representatives may exercise discretion when granted authority by clients and most clients grant discretionary authority to CAP Partners. When doing so, it allows CAP Partners to select the securities to buy and sell, the amount to buy and sell, when to buy and sell, and the commission rate paid, without obtaining specific consent from the client for each trade. Clients should be aware that Representatives may make different recommendations and affect different trades with respect to the same securities and insurance to different advisory clients. Commissions and execution of securities transactions implemented through the custodian/broker dealer recommended by CAP Partners may not be better than the commissions or execution available if the client used another brokerage firm. However, CAP Partners believes that the overall level of services and support provided to the client by custodians and broker-dealers whom CAP Partners recommends outweighs the potentially lower costs that may be available from other brokerages, the Service Providers. When exercising discretion, CAP Partners may combine orders for more than one client’s account to form a “block” order for the purpose of seeking a better price and or execution. When a block order is executed, the broker/dealer executing the order typically allocates an average execution price to all shares in the block order, which CAP Partners then allocates to each customer’s account position on a pro rata basis. Should a block order only be partially filled, available shares are distributed in a manner fair to all accounts. If a client directs CAP Partners to effect transactions through a particular broker/dealer, including the Service Provider, CAP Partners will do so. However, such an instruction may have implications to the client which may include incurring transaction costs and commissions that may be higher or lower than if the instruction had not been given. Also, restricting CAP Partners to particular broker/dealers may limit CAP Partners' ability to include a client account order within block orders to obtain the best price or execution. In addition, if CAP Partners is effecting transactions in a security for clients by means of a block order, as well as an order in the same security for a client who has directed CAP Partners to use a particular broker/dealer, CAP Partners will affect the block order immediately prior to effecting the directed brokerage trade. Thus, clients directing CAP Partners to use a particular broker/dealer may not receive the same average price for securities bought or sold that would be received if the order was part of a block order. 12  In those instances where an order error occurs by CAP Partners, it is CAP Partners’ policy to reverse the order to make the client’s account whole. Voting Client Securities CAP Partners and its Representatives do not vote proxies on behalf of clients who will receive such notices from their account’s custodian. CAP Partners also does not take any action on legal notices it or a client may receive from issuers of securities held in a client’s managed account. However, it is available to answer questions regarding such notices. Financial Information CAP Partners does not require fees of more than $500 six months or more in advance, thus no financial statement for CAP Partners is attached. CAP Partners does not have any financial condition that is reasonably likely to impair its ability to meet its contracted commitment to any client. 13  Privacy Policy NOTICE REGARDING TREATMENT OF CONFIDENTIAL INFORMATION Privacy Notice to Our Clients. CAP Partners strongly believes in protecting the confidentiality and security of information we collect about you. This notice describes our privacy policy and describes how we treat the information we receive about you. Why We Collect And How We Use Information. When we evaluate your request for our services, provide investment advice to you and process transactions for your account, you typically provide us with certain personal information necessary for these transactions. We may also use that information to offer you other services we provide which may meet your investment needs. What Information We Collect. The personal information we collect may include: Income; Investment objectives; Investment activity; and ● Name and address; ● Social Security or taxpayer identification number; ● Assets; ● ● Account balances and positions; ● ● ● Accounts at other institutions. How We Protect Information. We do not sell your personal information to anyone. We treat information about current and former clients and their accounts in a confidential manner. Our employees may access information and provide it to third parties only when completing a transaction at your request or providing other services to you. At your request, we may disclose information to attorneys, accountants, lawyers, securities professionals and others to assist us, or them, in providing services to you. We may also share information with companies that perform services on our behalf, such as the companies that we hire to perform administrative services. Companies we may hire to provide support services are not allowed to use your personal information for their own purposes. We may make additional disclosures as permitted by law. We also maintain physical, electronic, and procedural safeguards to protect information. Employees and our professional service representatives are required to comply with our established information confidentiality provisions. Access to And Correction of Information. Generally, upon your written request, we will make available information for your review. Information 14  collected in connection with, or in anticipation of, any claim or legal proceeding will not be made available. If your personal information with us becomes inaccurate, or if you need to make a change to that information, please contact us at the number shown below so we can update our records. Our third-party asset custodian partners’ privacy policies. Our third-party asset custodian partner for CAP Partners, LLC is Charles Schwab & Co. Their privacy policy can be found through the following Web link at Schwab.com – https://www.schwab.com/schwabsafe Further Information. For additional information regarding our privacy policy, please contact us at our office at 109 International Drive, Suite 210, Franklin, Tennessee, 37067, or by calling (615) 807-2030. 15