Capstone Wealth

1731 Poly Drive Billings, MT 59102 406.325.1500 www.capstoneretire.com Form ADV Part 2A Disclosure Brochure March 25, 2026 This brochure provides information about the qualifications and business practices of Capstone Wealth Management, Inc. If you have any questions about the contents of this brochure, please contact us at 406.325.1500. 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. Capstone Wealth Management, Inc. is a registered investment adviser. Registration of an investment adviser does not imply any level of skill or training. Additional information about Capstone Wealth Management, Inc. is available on the SEC’s website at www.adviserinfo.sec.gov.  Material Changes Investment advisers are required to update this brochure when material changes occur and at least annually. Capstone Wealth Management, Inc. will either deliver a copy of our updated brochure to our clients, free of charge; or prepare and deliver a Summary of Material Changes reporting material changes made to this brochure since the last annual update (which will include an offer to deliver a copy of the updated brochure upon request, free of charge). If a Summary of Material Changes is prepared it will be attached to this brochure as a separate document. Table of Contents Cover Page ...................................................................................................... 1 Material Changes ............................................................................................... 2 Table of Contents ............................................................................................... 2 Advisory Business .............................................................................................. 3 Fees and Compensation ....................................................................................... 6 Performance-Based Fees ..................................................................................... 10 Types of Clients ................................................................................................ 10 Methods of Analysis, Investment Strategies and Risk of Loss .......................................... 10 Disciplinary Information ...................................................................................... 13 Other Financial Industry Activities and Affiliations ........................................................ 14 Code of Ethics, Participation or Interest in Client Transactions and Personal Trading .............. 14 Brokerage Practices ........................................................................................... 15 Review of Accounts ............................................................................................ 18 Client Referrals and Other Compensation .................................................................. 19 Custody ......................................................................................................... 19 Investment Discretion ........................................................................................ 19 Voting Client Securities ....................................................................................... 20 Financial Information .......................................................................................... 20 2  Advisory Business Capstone Wealth Management, Inc. (dba and hereinafter Capstone Wealth) is located in Billings, Montana and is incorporated under the laws of the State of Montana. Mark Thomas founded Capstone Wealth Management, Inc. in 2001. The current principal executive officers of the firm are Mark Thomas and Tom Webber, CFP®1. Capstone Wealth has been registered as an investment advisory firm since 2004. As a registered investment adviser, Capstone Wealth is a fiduciary, obligated by law to always place its clients’ interests before its own. We embrace this responsibility and duty. We are committed to placing your interests before our own, preserving the confidentiality of information communicated by you to us, and to eliminating or mitigating conflicts of interest such as any business relationship that could reasonably be expected to affect our independence, objectivity, or loyalty to our clients. As of December 31, 2025, we managed ~ $354,000,000.00 of client assets; ~$336,000,000.00 on a discretionary basis (meaning we execute securities transactions without first contacting the client for authorization) and ~$18,000,000.00 on a non-discretionary basis (meaning we contact the client to obtain authorization prior to executing a transaction on the client’s behalf). We also advise upon $15,000,000.00 of employer-sponsored retirement plan assets. Financial Planning Services for Business Owners and Professional Executives Capstone Wealth is often introduced to families and individuals who own businesses or business executives and professionals of non-public or public companies through their attorney, accountant, or a current client of Capstone Wealth. These clients usually are considering selling their businesses or exiting professional employment at some point in the near future and are seeking general retirement planning. Through expanded conversations we often find we may be able to assist clients in more ways than initially sought. For business owner clients our planning process begins with assessing the current value of their enterprise; then we proceed by identifying areas of the business that can be improved to increase the value of the firm and the most and least profitable activities. We also advise upon succession options including internal and external sales. Capstone Wealth is not involved in the negotiation of the sale, we seek only to assist the business owner in increasing the value of their business, by identifying those areas of the business or projects where investment may provide the best return. Business executives and professionals initially approach Capstone Wealth for assistance in determining whether they have enough assets to retire or should they continue working. They 1 Certified Financial Planner Board of Standards Inc. owns the certification marks CFP®, CERTIFIED FINANCIAL PLANNER™, CFP® (with plaque design) and CFP® (with flame design) in the U.S., which it awards to individuals who successfully complete CFP Board's initial and ongoing certification requirements. 3  may also simply be wondering if they should stay with their current employer. These types of employees present more complicated employee compensation and benefit packages that may include employee ownership acquired through equity award programs like Employee Stock Purchase Programs (ESPPs), Incentive Stock Options (ISOs), or interests in private employers. Our planning begins with conversations with the client to determine their retirement goals and assessing the current value of their retirement assets and compensation package, in an effort to bring more clarity of the future. We proceed with researching and planning for converting the various forms of employment compensation into a lump sum which may reveal the long-term opportunities or cost of staying with a current employer. We strive to assist our clients in identifying and evaluating the options presented and available at the present and in preparing a strategy to maximize the value of the ownership interests they have acquired. We will execute an agreement with you defining the terms of the Financial Planning for Business Owners and Professional Executives services to be provided. It is also important to note - Capstone Wealth understands we are not an island and these planning projects can be quite complex, therefore we coordinate and work with the client’s other strategic partners and centers of influence such as attorneys, accountants, and tax and insurance advisors to achieve the most favorable outcome for our mutual client. General Financial Planning Services Capstone Wealth provides a wide array of financial planning services. We will collect financial and demographic information from you through personal interviews and written questionnaires. Together, we will use this information to identify the specific financial objectives and goals you may need and want to address at this time. Capstone Wealth will analyze this information to develop financial planning, estate planning, and/or investment strategy recommendations. Also, if so requested by you, we will identify any potential financial risks and will assess the adequacy of your current insurance policies. In providing our financial planning services, Capstone Wealth will not manage your investment portfolios nor exercise any discretionary authority in your investment accounts. We will execute an agreement with you defining the terms of the General Financial Planning Services to be provided. Capstone Wealth will prepare and present our written recommendations to you. We are always available to help you implement the recommendations presented or you can implement the recommendations at your sole discretion. Wealth Management Services In providing Wealth Management Services, we assist you in identifying your investment objectives by assessing your age, income, net worth, education, need for cash flow, investment goals, and overall risk tolerance, including your emotional tolerance for investment value volatility. We will collect financial and demographic information from you through personal interviews and written questionnaires. 4  After analyzing information gathered and your current financial situation, together we will formulate your investment objectives and create an investment policy statement (IPS). Along with your investment objectives and goals, the IPS defines your risk tolerance, investment mandates, guidelines, and/or restrictions (if any) and sets forth an investment strategy or recommended asset allocation. The IPS is an integral tool Capstone Wealth uses in providing its Wealth Management Services. Capstone Wealth generally recommends mutual funds to diversify our clients’ investment portfolio(s) across various asset classes and financial sectors. Capstone Wealth will monitor your asset allocation periodically for adherence to your IPS. If necessary, we will rebalance your investment portfolio(s), understanding a certain amount of variance from the stated asset allocation is accepted. We meet with our clients at least annually to conduct a portfolio review and discuss the progress of the investment strategies set forth in the IPS. At least every 18 months we will rebalance your investment portfolios in accordance with your IPS. We will also review your portfolios immediately upon learning of material changes in your financial situation such as retirement, professional transition, marriage, birth of a child, physical move, inheritance, etc. Capstone Wealth executes our recommended transactions on a discretionary basis (meaning we execute securities transactions on your behalf without first contacting you for authorization) or on a non-discretionary basis (meaning we are required to contact the client to obtain authorization prior to executing a transaction on the client’s behalf). We will execute an agreement with you defining the terms of the Wealth Management Services to be provided. Note: The receipt of our services is not contingent upon receipt of another service we offer. We have clients who received our Financial Planning for Business Owners and Professional Executives services who did not later become Wealth Management Services clients and some who have. We seek to serve our clients in the most optimal way we can. 1031 Exchange Service An Internal Revenue Service Code Section 1031 exchange (“1031 exchange”) is a tax-deferment strategy used to defer capital gain taxes on the sale of investment properties. For a transaction to be eligible for 1031 exchange tax-deferral, the proceeds of an investment property sale must be exchanged into “like-kind” properties. Capstone Wealth’s 1031 Exchange Service involves seeking eligible investments for and assisting in facilitating 1031 exchange transactions. After a transaction is deemed eligible for a 1031 exchange by the Client’s accounting, tax, and/or legal professional(s), Capstone Wealth, in consultation with client’s accounting, tax and/or legal professional(s), will gather and assess the information necessary to provide investment advice to the client based upon the financial goals and tax-deferral objectives presented by the client. 5  Capstone Wealth will seek a Qualified Intermediary (QI) (also known as an exchange “accommodator” or “facilitator”) necessary to facilitate the 1031 exchange transaction and through consultation with the QI, we will assist in facilitating the 1031 exchange transaction, which includes researching and conducting due diligence of 1031 exchange investment opportunities, presenting and explaining possible investment opportunities, and assisting the client in understanding and preparing paperwork necessary to facilitate the 1031 exchange transaction. Capstone Wealth will serve as intermediary between the client, the 1031 exchange investment(s), and client’s accounting, tax, and/or legal professional(s). After the 1031 exchange transaction is completed, Capstone Wealth will review communications from the 1031 exchange investment(s) and review the investment(s) periodically for continued progress. No discretionary authority will be granted to Capstone Wealth while it provides this 1031 Exchange Service. If agreed to, the client will authorize the purchase of Capstone Wealth’s investment recommendations and will participate in the completion and submittal of investment purchase documents. Fees and Compensation Financial Planning Services Fees We charge $300 per hour for our General Financial Planning Services. This hourly fee is negotiable based upon the size and scope of the financial planning project. We may charge a minimum fee of $300 if we provide you with research or advice via phone communications. For ongoing services, Capstone Wealth will prepare and deliver an invoice at the beginning of the quarter detailing the number of hours Capstone Wealth spent on your financial planning needs in the previous quarter. For one-time services, Capstone Wealth will deliver an invoice upon completion of the financial planning project. Fees are due and payable within 10 days from the date of the invoice. If you are receiving wealth management services and the value of your investment portfolio(s) is more than $1 million, we will provide financial planning at no additional charge. Financial Planning Services for Business Owners and Professional Executives Fees The fee for our Financial Planning Services for Business Owners and Professional Executives is $2,500.00 per quarter. Fees are due and payable within 10 days from the date of our invoice. This fee is charged in advance. The fee for the initial quarter will be prorated based upon the number of calendar days left in the calendar quarter from the date the service agreement is signed. Should either one of us terminate the service agreement before the end of a billing period, any unearned fees deducted from your account will be returned, calculated as follows: 6  Quarterly Fee Agreement # of Unearned Billing Period Calculated Fee to be Returned Paid in Advance Termination Date Days $2,500.00 April 23 67 ($2,500.00/91 = $13.47) X 67 = $1,840.49 2nd Quarter April 1st – June 30th 91 days Wealth Management Services Fees We are compensated for our Wealth Management Services based upon a percentage of the market value of all assets in the client’s account(s) on the last trading day of each calendar quarter. Broker-dealers and other financial institutions that hold client accounts are referred to as custodians (hereinafter “broker-dealer/custodian”). The broker-dealer/custodian determines the values of the investment assets in your account. Our fees are payable quarterly in advance. We obtain written authorization from you to instruct the broker-dealer/custodian to withdraw fees directly from your account. We will send you an invoice detailing the quarterly fee before or at the same time we instruct the custodian to withdraw fees from your account. Fees for the initial quarter are assessed upon the value of the investments in your account on the date the broker-dealer/custodian receives the majority of the assets. Those fees are prorated based upon the number of days left in the calendar quarter from the date you signed the service agreement. Our fee schedule is described below: Assets Under Management First $249,999 Next $250,000 - $499,999 Next $500,000 - $999,999 Next $1,000,000 - $2,499,999 Next $2,500,000 - $4,999,999 Next $5,000,000 and above Advisory Fee1 2.00% 1.50% 1.20% 0.90% 0.75% 0.55% 1Fees are negotiable at our sole discretion. How our fee is calculated (based upon a portfolio with a market value of $4,000,000 on the last trading day of the quarter): Tiered Fee Quarterly Fee Assessed/Tier First $249,999 Next $250,000 - $499,999 Next $500,000 - $999,999 Next $1,000,000 - $2,499,999 Next $2,500,000 - $4,999,999 2.00% 1.50% 1.20% 0.90% 0.75% [$249,999 X .020 = $5,000.00]/4 [$249,999 X .015 = $3,750.00]/4 [$499,999 X .012 = $6,000.00]/4 [$1,499,999 X .009 = $13,500.00]/4 [$1,500,004 X .0075 = $11,250.00]/4 Total Fee for the Quarter: $1,250.00 $937.50 $1,500.00 $3,375.00 $2,812.50 $9,875.00 Your broker-dealer/custodian will provide you with statements that show the amount of the fees paid directly to us. You should review those statements and verify the calculation of our fees. The broker-dealer/custodian does not verify the accuracy of the fee calculations. 7  You may cancel any of our service agreements without any fees due or penalty, within five (5) business days of signing the agreement. If cancellation occurs thereafter, you are responsible only for fees and expenses incurred to that point. The fee our Wealth Management Services is payable in advance. Should either one of us terminate the investment advisory agreement before the end of a billing period, any unearned fees deducted from your account will be returned. Using the example above, the amount refunded to you is calculated as follows: Quarterly Fee Paid Agreement Termination # of Unearned Billing Period Calculated Fee to be Returned in Advance Date Days $9,875.00 April 23 67 ($9,875.00/91 = 108.52) X 67 = $7,270.60 2nd Quarter April 1st – June 30th 91 days internal fees and expenses charged by mutual funds or exchange traded funds (“ETFs”), and In addition to our wealth management fees, you may incur other charges such as: ➢ custodial fees, ➢ brokerage commissions, ➢ transaction fees, ➢ ➢ other fees and taxes on brokerage accounts and securities transactions. None of these fees are paid to or shared with us. Other Fees and Costs. Transaction fees charged by the broker-dealer through which the investments are purchased or sold are paid from your investment account(s). Mutual funds and exchange traded funds also charge annual fees which include asset management, administrative, and operating fees. These fees are reported as an annual expense ratio which can be found in the fund’s prospectus. We are available to answer any questions you have about fees and expenses. 1031 Exchange Service Fees We are compensated for our 1031 Exchange Service based upon a percentage of the value of investment assets purchased in the 1031 exchange. The following tiered fee schedule is applied to this value: Assets Under Management First $249,999 Next $250,000 - $499,999 Next $500,000 - $999,999 Next $1,000,000 - $2,499,999 Next $2,500,000 - $4,999,999 Next $5,000,000 and above Advisory Fee1 2.00% 1.50% 1.20% 0.90% 0.75% 0.55% 1Fees are negotiable at our sole discretion. Here is an example of how our fee is calculated (based upon a value of investments purchased of $1,500,000): 8  Tiered Fee Quarterly Fee Assessed/Tier First $249,999 Next $250,000 - $499,999 Next $500,000 - $999,999 Next $1,000,000 - $2,499,999 Next $2,500,000 - $4,999,999 2.00% 1.50% 1.20% 0.90% 0.75% [$249,999 X .020 = $5,000.00]/4 [$249,999 X .015 = $3,750.00]/4 [$499,999 X .012 = $6,000.00]/4 [$500,000 X .009 = $4,500.00]/4 [$0.00 X .0075 = 0.00]/4 Total Fee for the Quarter: $1,250.00 $937.50 $1,500.00 $1,125.00 0.00 $4,812.50 Fee Payment Arrangement. The fee payment arrangement for this service varies, depending upon whether the client has other investment accounts under management with Capstone Wealth and if they wish to pay 1031 Exchange fees from those accounts or from income received from the distributions received from the investment purchased with the 1031 exchange transaction. The compensation arrangement will be agreed upon in the service agreement executed with the client. The fee compensation arrangement may also depend upon the particular investment company’s policies governing the payment of investment adviser fees. You may terminate a 1031 Exchange Service agreement without any fees due or penalty, within five (5) business days of signing the agreement. If termination occurs thereafter, whether any fees paid in advance are refunded, or if fees are due and payable, will depend upon the exact payment arrangements and termination provisions agreed upon in the 1031 Exchange Service agreement executed. INSURANCE AGENT ACTIVITY Some Capstone Wealth personnel are licensed insurance agents and therefore may engage in the business of selling insurance. Engaging in such activity may result in the representative receiving additional compensation from the firm’s advisory clients and therefore may present a conflict of interest. Capstone Wealth, as part of providing investment advisory services, may engage in a thorough discussion with its clients about risk management and wealth protection. Various insurance products may be included in that discussion as possible financial solutions to potential identified financial risks. If an insurance product provides a financial solution that may be in the best interest of a current advisory client we will strive to find a non-commission solution. However, if such solution is not an option for that client, we may recommend a commissionable insurance product. We will inform the client that they are not obligated to purchase the product from a Capstone Wealth representative or employee. If the client chooses to purchase the insurance product from a Capstone Wealth representative or employee, we will fully explain and disclose the conflict the receipt of commissions presents, prior to affecting the transaction. If appropriate we may reduce the client’s investment advisory fees. However, the decision whether to reduce advisory fees remains at our sole discretion. The implementation of an insurance solution to mitigate potential financial risks, to protect wealth, and to efficiently manage tax burdens, can be and often is a complex and time-consuming process. The client’s attorney(s), accountants, and other financial advisers are often consulted and included in this process. Therefore, the firm may not reduce advisory fees, as this service and the compensation for it, may be provided beyond the scope of the investment advisory agreement executed. If Capstone Wealth offers a reduction 9  of advisory fees, we will fully explain and discuss with the client the actual fee deduction arrangement and an amended Fee Exhibit will be incorporated into the client’s agreement. Prospective Advisory Clients: If a commissionable insurance product provides a financial solution that may be in the best interest of a prospective advisory client, Capstone Wealth may recommend the insurance product to the prospective client. We will inform the prospective client that they are not obligated to purchase the product from a Capstone Wealth representative or employee. If the prospective client chooses to purchase the insurance product from a Capstone Wealth representative or employee and later wishes to become an advisory client, we will explain and disclose the conflict the receipt of commissions earned previously presents. We will also assess whether it is appropriate to execute an advisory agreement at that time. Again, as stated above, if appropriate we may reduce the client’s investment advisory fees. However, the decision whether to reduce advisory fees remains at our sole discretion. The implementation of an insurance solution to mitigate potential financial risks, to protect wealth, and to efficiently manage tax burdens, can be and often is a complex and time consuming process. The client’s attorney(s), accountants, and other financial advisers are often consulted and included in this process. Therefore, the firm may not reduce advisory fees, as this service and the compensation for it, may be provided beyond the scope of the investment advisory agreement executed. If Capstone Wealth offers a reduction of advisory fees, we will fully explain and discuss with the client the actual fee reduction arrangement and it will be incorporated into the Fee Exhibit attached to the client agreement. Performance-Based Fees Performance-based fees are based upon a negotiated share of the capital appreciation of a client’s account when compared to established benchmarks. These fees are charged in addition to an agreed upon asset management fee. Performance-based fee arrangements may incentivize the adviser to engage in riskier investment strategies to achieve a higher return and thus earn additional income. Because of this conflict, Capstone Wealth does not enter into performance- based fee arrangements. Types of Clients Capstone Wealth provides investment advisory services primarily to individuals and high net worth individuals, including their trusts, estates, and retirement accounts. Methods of Analysis, Investment Strategies and Risk of Loss Using your IPS, Capstone Wealth will strategically allocate and diversify your portfolio across various asset classes and broad sectors of the market using mutual funds. Our mutual fund manager selection is thoughtful and thorough. We research and vet managers against industry, firm, and client data for appropriateness and suitability. We take a disciplined approach combining past and present data while acknowledging future performance is unknown. Where others would use forecasts, relationships, or emotions to guide their decisions, we substitute facts, logic, and reason. 10  We also use fixed income investments like corporate bonds and U.S. Treasuries. In selecting fixed income investments for the portfolio, we assess a variety of factors including credit quality, current and forecasted interest rates, relative currency value, cash flows and current overall economic conditions. It is important to understand investing in general involves risk of loss that you should be prepared to bear. Along with the obvious risk of loss of principal, there are several significant risks your investment portfolio will be subjected to. These risks include, but are not limited to: ●Inflation Risk: The investment value may not keep pace with inflation. If the after-tax return on an investment is less than the rate of inflation, the value of the investment will decline. ●Equity Investing Risks: Equity risk is the risk that the value of equity securities will fall due to general market or economic conditions (market risk), perceptions of the industry (industry risk), or company specific circumstances (business risk). ●Fixed Income Investing Risks: Fixed income investment value may fall due to interest rate movement (interest rate risk) and a specific issuer’s inability to pay its obligations (interest and principal payments) due to unforeseen circumstances (credit risk). ●Global Investing Risks: The mutual funds Capstone Wealth may transact in a portfolio may invest in the global market. If so the fund may be subject to the following additional risks: Country Risk The possibility that political events (war, national elections), financial problems (rising inflation, government default), or natural disasters (earthquake, poor harvest) will weaken a country’s economy and cause investments in that country to decline. Currency Risk The possibility that returns could be reduced for Americans investing in foreign securities because of a rise in the value of the U.S. dollar against foreign currencies. Also called exchange-rate risk. Foreign Market Exchanges Certain events may affect foreign market exchanges that may result in the inability to quickly sell foreign securities traded on that exchange (the security will become illiquid). SPECIFIC RISKS ASSOCIATED WITH OUR WEALTH MANAGEMENT SERVICES Manager Risk. Clients rely on certain key personnel of Capstone Wealth, primarily portfolio manager Mr. Thomas. Should Mr. Thomas become unable to perform portfolio management duties for whatever reason, the performance of client accounts may be adversely affected. Capstone Wealth has attempted to mitigate this risk in hiring additional key personnel and investment adviser representatives. 11  Investment Strategy Risk. The primary risk associated with this method is manager risk (listed above). Also, we “accept” the market return, which may or may not be more than what an actively managed portfolio achieves. Along with the obvious risk of principal, your investment portfolio will be exposed to some degree to the specific security risks identified below. However, to reduce these risks and, as stated above, our investment strategy focuses on allocating your portfolio across various asset classes and diversifying the investments held in your portfolio. This strategy does not eliminate risk; it may merely reduce it. Specific Security Risk. Capstone Wealth will use mutual funds and fixed income securities, generally held to maturity, in managing your investment portfolios. The specific risks of these securities are described below. These investments (except Treasury Inflation Protected/Inflation Linked Bonds) are not guaranteed or insured by the FDIC or any other government agency. Note –Capstone Wealth may also retain individual stock positions in the portfolio and will monitor and rebalance those positions as well. SPECIFIC SECURITY RISK Mutual Funds. Investing in mutual funds carries the risk of capital loss and thus you may lose money investing in mutual funds. All mutual funds have fees and expenses, such as transaction costs and investment adviser fees, that lower investment returns. There are many types of mutual funds such as fixed income, equity, balanced, index, sector, specialty (those that focus on specialized mandates such as real estate, commodities, socially responsible investing, etc.) and fund-of funds. Depending upon the type of mutual fund invested in, all mutual funds will be subject to the general risks of investing noted above to some varying degree. Mutual funds can be passively or actively managed. Passive management involves buying a portfolio of securities designed to track the performance of a benchmark index. The fund’s holdings are only adjusted if there is an adjustment in the components of the index. With active management, the fund’s portfolio manager buys and sells investments, attempting to outperform the return of the overall market or another identified benchmark. Actively managed mutual funds present “manager risk”; the risk the investment adviser may fail to execute the fund’s investment strategy effectively resulting in the failure of the stated objectives. Common Stock. Equity investment generally refers to buying shares of common stock in return for receiving a future payment of dividends and/or capital gains if the value of the stock increases. Common stock represents an equity or ownership interest in an issuer. Common stock typically entitles the owner to vote on the election of directors or other important matters, as well as to receive dividends on such stock. In the event an issuer is liquidated or declares bankruptcy, the claims of owners of bonds, other debt holders, and owners of preferred stock take precedence over the claims of those who own common stock. The value of equity securities may fluctuate in response to various unpredictable factors, including, but not limited to specific situations for the 12  issuing company, industry conditions and the general economic environments. These fluctuations may be volatile in nature. Debt Securities. Fixed income investments generally pay a return on a fixed schedule, though the amount of the payments can vary. This type of investment can include corporate and government debt securities, leveraged loans, high yield, convertible debt and investment grade debt and structured products, such as mortgage and other asset-backed securities, although individual bonds may be the best-known type of fixed income security. Debt can be secured or unsecured. In general, the fixed income market is volatile and fixed income securities carry interest rate risk (as interest rates rise, bond prices usually fall, and vice versa. This effect is usually more pronounced for longer-term securities). Fixed income securities also carry inflation risk, liquidity risk, call risk, credit risk, default risk, and (in the case of foreign securities) country risk and currency risk, for both issuers and counterparties. The risk of default on treasury inflation protected/inflation linked bonds is dependent upon the U.S. Treasury defaulting (extremely unlikely); however, they carry a potential risk of losing share price value, albeit rather minimal. Risks of investing in foreign fixed income securities also include the general risk of Global Investing described above. Generally private placements are recommended with our 1031 Exchange Service. Investing in private placements may offer great opportunity, but often come with risk including but not limited to: ●Unregistered Private placements are a securities offering exempt from registration with the SEC. ●Disclosure Generally speaking, private placements are not subject to some of the laws and regulations designed to protect investors, such as the comprehensive disclosure requirements that apply to registered offering. However, Private Placement Memorandums are disclosure documents private placements do prepare and deliver to prospective investors. We will review this document with you to ensure you understand the risks of the private placement we recommend. ●Liquidity Risk Your investment in a private placement may be highly illiquid, meaning you will not be able to access your money invested in the private placement until a liquidity event has occurred. ●Restricted Securities Most securities issued in a private placement are restricted securities, meaning they cannot be resold in the marketplace until certain conditions have been met, again, making the securities highly illiquid (see liquidity risk above). Disciplinary Information We have not been the subject of any legal or disciplinary events. 13  Other Financial Industry Activities and Affiliations As stated above in Fees and Compensation, some of Capstone Wealth’s personnel are licensed insurance agents and therefore may engage in the business of selling insurance. Engaging in such activity may result in the representative receiving additional compensation from the firm’s advisory clients and therefore may present a conflict of interest. Please refer to that section for more detailed information on how the firm mitigates this conflict. Code of Ethics, Participation or Interest in Client Transactions and Personal Trading As a registered investment adviser, Capstone Wealth is a fiduciary, committed to placing your interests before our own, preserving the confidentiality of information communicated by you to us, and to eliminating or mitigating conflicts of interest such as any business relationship that could reasonably be expected to affect our independence, objectivity, or loyalty to you, our client. Capstone Wealth and its representatives and employees proudly adhere to its Code of Ethics, the primary tenets of which are summarized below: Objectivity: The firm and its representatives will provide unbiased advice and receive only fees (no commissions or other compensation) for its investment advisory services. We will not receive any compensation contingent upon any client’s purchase or sale of an investment product. Confidentiality: The firm and its representatives will not disclose to a third party the identity, affairs, or investments of any client except as authorized by the client or as required or permitted by law. Competence: The firm and its representatives will strive to maintain a high level of knowledge and will provide advice only in areas we are capable. Fairness: The firm and its representatives will deal fairly with all clients when providing investment information and making investment recommendations. Clients’ Investment Priorities Over Firm’s Own Interests: The firm and its representatives will give priority to investment recommendations made to the client over those that benefit our own interests. Suitability: The firm and its representatives will make a reasonable inquiry into a client’s or prospective client’s investment experience, risk and return objectives, and financial constraints prior to making any investment recommendation and will reassess and update this information regularly. We will also determine whether an investment is suitable to the client’s financial situation and consistent with the client’s financial situation and investment objectives before making an investment recommendation. We will judge the suitability of investment recommendations in the context of the client’s total portfolio. Integrity & Honesty: The firm and its representatives will not engage in any professional conduct involving dishonesty, fraud or deceit or commit any act that reflects adversely on our professional reputation, integrity, or competence. 14  Regulatory Compliance: The firm and its representatives will strive to maintain compliance with applicable State and Federal securities industry regulations. Full Disclosure: The firm and its representatives will fully describe its method of compensation and total cost of investment recommendations. We will make full and fair disclosure of all matters or conflicts of interest that could reasonably be expected to impair the independence and objectivity or interfere with our respective fiduciary duty to our clients. Our Code of Ethics is available to our clients and prospective clients upon written request by emailing Kerrie Kern at @ kkern@capstoneretire.com or by calling the firm at 406.325.1500. Capstone Wealth and its employees and representatives invest in the same securities we recommend to you. We buy or sell securities for client accounts at or about the same time we buy or sell securities for our own accounts. Investing in securities you also invest in presents a potential conflict of interest because front- running” becomes a possibility. “Front-running” refers to the unethical practice of taking advantage of advance knowledge of pending orders to execute trades and profit from the expected market impact. We require personnel to be cognizant of client trading activity and ensure transactions placed for proprietary accounts are appropriate prior to executing the proprietary trade. When the firm is aware of transacted or potential transactions in mutually owned securities, and if applicable and appropriate, we will ensure orders are placed in client accounts before our own or at the same time in a block trade. To detect and prevent improper proprietary trading we require applicable personnel to periodically report security holdings and transactions. Personnel are subject to termination and possible regulatory action if a pattern of impropriety is detected. Brokerage Practices RECOMMENDED BROKER-DEALER/CUSTODIAN Capstone Wealth does not maintain custody of your assets that we manage, although we may be deemed to have custody of your assets if you give us authority to withdraw assets from your account (see Item 15: Custody, below). Your assets must be maintained in an account at a “qualified account”, generally a broker-dealer or bank. We recommend our clients use Charles Schwab & Co., Inc. (Schwab), a registered broker-dealer, member SIPC, as the qualified custodian. We are independently owned and operated and are 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 recommend you use Schwab as custodian/broker, you will decide whether to do so and will open your account with Schwab by entering into an account agreement directly with them. Conflicts of interest associated with this arrangement are described below in Item 14: Client Referrals and Other Compensation. You should consider these conflicts of interest when selecting your custodian. 15  We do not open a brokerage account for you, although we may assist you in doing so. If you do not wish to open a brokerage account with Schwab, then we cannot manage that particular account. Not all investment advisers require their clients to use a particular broker-dealer or custodian selected by the adviser. Even though your account is maintained at Schwab, we can still use other brokers to execute trades for your account as described below (see “YOUR BROKERAGE AND CUSTODY COSTS”). HOW WE SELECT BROKERS/CUSTODIANS In selecting Schwab as our recommended custodian/broker-dealer, we considered a wide range of factors, including: • Combination of transaction execution services and asset custody services (generally without a separate fee for custody) • Competitiveness of transaction fees • Capability to execute, clear, and settle trades (buy and sell securities for your account) • Capability to facilitate transfers and payments to and from accounts (wire transfers, check requests, bill payment, etc.) • Breadth of available investment products (stocks, bonds, mutual funds, exchange-traded funds [ETFs], etc.) • Availability of investment research and tools that assist us in making investment decisions • Quality of services • Competitiveness of the price of those services (commission rates, margin interest rates, other fees, etc.) and willingness to negotiate the prices • Reputation, financial strength, security, and stability • Prior service to us and our clients Availability of other products and services that benefit us, as discussed below (see PRODUCTS AND SERVICES AVAILABLE TO US FROM SCHWAB). YOUR BROKERAGE AND TRADING COSTS For our clients’ accounts maintained at Schwab, Schwab generally does not charge you separately for custody services but is compensated by charging fees on transactions executed in or that settle into your Schwab account. Certain trades (for example, many mutual funds, and U.S. exchange-listed equites and ETFs) may not incur Schwab commissions or transaction fees. Schwab is also compensated by earning interest on the uninvested cash in your account in Schwab’s Cash Features Program. We are not required to select the broker or dealer that charges the lowest transaction fees, even if that broker provides execution quality comparable to other brokers or dealers. Although we are not required to execute all trades through Schwab, we have determined executing trades through Schwab is consistent with our duty to seek “best execution” of your trades. Best execution means the most favorable terms for a transaction based on all relevant factors including those listed above (see “HOW WE SELECT BROKERS/CUSTODIANS”). Other brokers or dealers may charge lower transaction fees. 16  PRODUCTS AND SERVICES AVAILABLE TO US FROM SCHWAB Schwab Advisor ServicesTM is Schwab’s business serving independent investment advisory firms like ours. They provide us and our clients with access to their institutional brokerage services (trading, custody, reporting, and related services), many of which are not typically available to Schwab retail customers. However, certain retail investors may be able to get institutional brokerage services from Schwab without going through our firm. Schwab also makes available various support services. Some of those services help us manage or administer our clients’ accounts, while others help us manage and grow our business. Schwab’s support services are generally available at no charge to us. Following is more detailed description of Schwab’s support services: Services that benefit you. Schwab’s institutional brokerage services include access to a broad range of investment products, execution of securities transactions and custody of client assets. The investment products available through Schwab include some to which we might not otherwise have access or that would require a significantly higher minimum initial investment by our clients. Schwab’s services described in this paragraph generally benefit you and your account. Services that do not directly benefit you. Schwab also makes available to us other products and services that benefit us but do not directly benefit you or your account. These products and services assist us in managing and administering our clients’ accounts and operating our firm. They include investment research, both Schwab’s own and that of third parties. We use this research to service all or a substantial number of our clients’ accounts, including accounts not maintained at Schwab. In addition to investment research, Schwab also makes available software and other technology that: • Provide access to client account data (such as duplicate trade confirmations and account statements) • Facilitate trade execution and allocate aggregated trade orders for multiple client accounts • Provide pricing and other market data • Facilitate payment of our fees from our clients’ accounts • Assist with back-office functions, record keeping, and client reporting Services that generally benefit only us. Schwab also offers other services intended to help us manage and further develop our business enterprise. These services include: • Education conferences and events • Consulting on technology and business needs • Publications and conferences on practice management and business succession • Access to employee benefits providers, human capital consultants, and insurance providers • Marketing consulting and support Capstone Wealth employees attend Schwab’s conferences and events at our own expense. We also use a variety of benefits and support services Schwab offers to grow and strengthen our practice (technology, practice management, client on-boarding, etc.). Schwab provides supportive solutions to possible merger and acquisition hurdles and roadblocks that Capstone Wealth anticipates leveraging. Schwab also offers a variety of firm-level benefits we have not yet taken advantage of. 17  Schwab provides some of these services itself. In other cases, it will arrange for third-party vendors to provide the services to us. Schwab also discounts or waives its fees for some of these services or pays all or a part of a third party’s fees. Schwab also provides us with other benefits, such as occasional business entertainment for our personnel. If you did not maintain your account with Schwab, we would be required to pay for these services from our own resources. OUR INTEREST IN SCHWAB’S SERVICES The availability of these services from Schwab benefits us because we do not have to produce or purchase them. We don’t have to pay for Schwab’s services. [These services are not contingent upon us committing any specific amount of business to Schwab in trading commissions or assets in custody.] The fact that we receive these benefits from Schwab is an incentive for us to recommend the use of Schwab rather than making such decision based exclusively on your interest in receiving the best value in custody services and the most favorable execution of your transactions. This is a conflict of interest. We believe, however, that taken in the aggregate, our recommendation of Schwab as custodian and broker is in the best interests of our clients. Our selection is primarily supported by the scope, quality, and price of Schwab’s services (see “HOW WE SELECT BROKERS/CUSTODIAN”) and not Schwab’s services that benefit only us. CLIENT DIRECTED BROKERAGE Capstone Wealth recommends clients open and maintain accounts at Schwab. Capstone Wealth is independently owned and operated and is not affiliated with Schwab. We believe our recommendation of Schwab is in the best interest of our clients. This recommendation is supported by the scope, quality and price of Schwab’s services. The conflicts of interest this recommendation may present are described and addressed above. Capstone Wealth does not permit clients to direct brokerage to a broker-dealer other than Schwab at this time. ORDER AGGREGATION Client orders executed through the same broker dealer may be aggregated to achieve best execution. You will receive the average share price of all orders executed to fill the aggregated order. Clients incur the same transaction fee regardless if the order was aggregated or executed individually. Trading activity directed by clients may not be aggregated simply because we may not be trading that same security in other accounts at that time. Review of Accounts Capstone Wealth will monitor your asset allocation for adherence to your IPS. If necessary, we will rebalance your investment portfolio(s), understanding a certain amount of variance from the stated asset allocation is accepted. We meet with our clients at least annually to conduct a portfolio review and gather any additional or updated financial information from you. We will also review your portfolios immediately upon learning of material changes in your financial situation such as retirement, professional transition, marriage, birth of a child, physical move, inheritance, etc. 18  You will receive statements from Schwab at least quarterly. These statements identify your current investment holdings, the cost of each of those investments, and their current market values. These statements also include all transactions for the reported time period including security purchases and sales, income and expenses, and contributions and withdrawals. Client Referrals and Other Compensation No firm or other person currently solicits advisory clients on Capstone Wealth’s behalf. In the past Capstone Wealth has entered into payment for referral arrangements, but currently no such arrangements are in place. Capstone Wealth receives products and services from Schwab at no charge. These products and services are available to us and other independent investment advisors whose clients maintain their accounts at Schwab. This is an economic benefit because we do not have to pay for these products and services that we may otherwise have to purchase from other vendors. This creates a conflict. You should consider these conflicts of interest when selecting a custodian. These products and services, how they benefit us, and the related conflicts of interest are described above (see Item 12: BROKERAGE PRACTICES). Custody Under securities industry regulations, we are deemed to have custody of your assets if, for example, you authorize us to instruct Schwab to deduct our advisory fees directly from your account, or if you grant us authority to disburse funds from your account to a third-party. Schwab maintains actual custody of your assets. You will receive account statements directly from Schwab at least quarterly. The account statements will be sent to the email or postal mailing address you provide to Schwab. You should carefully review those statements promptly when you receive them. We also urge you to compare information reported on Schwab’s account statements to any reports you may receive from Capstone Wealth. Investment Discretion As stated in Advisory Business we will provide Wealth Management Services on a discretionary basis (meaning we will execute securities transactions without first contacting you for authorization) or on a non-discretionary basis (meaning we will contact the client for authorization prior to executing a transaction). We will not exercise any discretionary authority without first obtaining written discretionary authority from you. Discretionary authorization is granted in the investment advisory agreement we execute with you. Discretionary authority may also be granted in the custodian’s account opening application. 19  Voting Client Securities We will not vote, or give any advice about how to vote, proxies for securities held in your account. In addition, we do not take any action or give any advice with respect to any securities held in any accounts that are named in or subject to class action lawsuits. We will, however, forward to you any information received by us regarding proxies and class action legal matters involving any securities held in your account. We may also provide you with clerical assistance in completing and submitting related documents. Financial Information We have no financial commitment that impairs our ability to meet contractual and fiduciary commitments to you. We have not been the subject of a bankruptcy proceeding. 20