CERTIS CAPITAL MANAGEMENT, INC.

Part 2A of ADV: Certis Capital Management, Inc. Brochure Certis Capital Management, Inc 801 Garden Street, Suite #300 Santa Barbara, CA 93101 (805) 965-0509 kelly@certiscapital.com www.certiscapital.com March 26, 2026 This brochure provides information about the qualifications and business practices of Certis Capital Management, Inc. If you have any questions about the contents of this brochure, please contact us at the telephone number and/or e-mail address above. More information can be found at http://www.certiscapital.com. The information in this brochure has not been approved or verified by the United States Securities and Exchange Commission or any state securities authority. Certis Capital Management, Inc. is a registered investment advisor. Registration of an investment advisor does not imply any level of skill or training. The verbal and written communications of an investment adviser provide you with information you need to determine whether to hire or retain the advisor. Additional information about Certis Capital Management, Inc. is also available on the SEC’s website at www.adviserinfo.sec.gov. 1  Part 2A of ADV: Certis Capital Management, Inc. Brochure ITEM 2: SUMMARY OF MATERIAL CHANGES Certis Capital Management, Inc. This Brochure, dated March 26, 2026, amends the Brochure dated February 13, 2026. Certis Capital Management routinely makes changes throughout its Brochure in an effort to improve and clarify the description of its business practices and compliance policies and procedures or in response to evolving industry and business practices. The amendments to this Brochure are in the following sections: “Advisory Business”, “Types of Clients”, “Methods of Analysis, Investment Strategies and Risk of Loss”, “Code of Ethics, Participation or Interest in Client Transactions and Personal Trading” and “Custody” to make clarifying disclosures that currently, and can in the future, impact investors; “Requirements for State Registered Advisers” to adhere to current practices and procedures. 2  Part 2A of ADV: Certis Capital Management, Inc. Brochure ITEM 3: TABLE OF CONTENTS ITEM 4: ADVISORY BUSINESS ........................................................................................................... 4 ITEM 5: FEES AND COMPENSATION ............................................................................................... 5 ITEM 6: PERFORMANCE-BASED FEES AND SIDE-BY-SIDE MANAGEMENT ....................... 5 ITEM 7: TYPES OF CLIENTS ............................................................................................................... 5 ITEM 8: METHODS OF ANALYSIS, INVESTMENT STRATEGIES AND RISK OF LOSS ....... 5 ITEM 9: DISCIPLINARY INFORMATION ......................................................................................... 9 ITEM 10: OTHER FINANCIAL INDUSTRY ACTIVITIES AND AFFILIATIONS ....................... 9 ITEM 11: CODE OF ETHICS, PARTICIPATION OR INTEREST IN CLIENT TRANSACTIONS AND PERSONAL TRADING ............................................................................... 10 ITEM 12: BROKERAGE PRACTICES ............................................................................................... 11 ITEM 13: REVIEW OF ACCOUNTS .................................................................................................. 11 ITEM 14: CLIENT REFERRALS AND OTHER COMPENSATION ............................................. 12 ITEM 15: CUSTODY ............................................................................................................................. 12 ITEM 16: INVESTMENT DISCRETION ............................................................................................ 12 ITEM 17: VOTING CLIENT SECURITIES ....................................................................................... 12 ITEM 18: FINANCIAL INFORMATION ............................................................................................ 13 ITEM 19: REQUIREMENTS FOR STATE REGISTERED ADVISERS ........................................ 13 3  Part 2A of ADV: Certis Capital Management, Inc. Brochure ITEM 4: ADVISORY BUSINESS Who we are Certis Capital Management, Inc. (referred to as “we,” “our,” “us,” or “Certis”), has been registered as an investment advisor since January 2008. We are a Deleware Corporation based in Santa Barbara, CA. Our principal owner is Kelly Smith, President, and Managing Member. The following paragraphs describe our services and fees. Refer to the description of each investment advisory service listed below for information on how we tailor our advisory services to your individual needs. As used in this brochure, the words "you," "your," and "client" refer to you as either a client or prospective client of our firm Services we offer We operate as a multi family office offering services to high net-worth clients. Services encompass all aspects of financial management, including investment advisory, arranging credit lines, assisting with insurance claims, managing the opening and closing of bank and investment accounts, managing correspondence related to real estate transactions and coordinating certain aspects of family operating company transactions. Families with which we work generally run their own businesses, plus have additional entities which may own real estate and other investments. Clients frequently receive “pitches” from their broker or other sources about investing. Clients bring this information to Certis, which then reviews the pitch, performs due diligence and then provides advice to the client as to whether or not the investment objective meets the client’s goals. We may also review unaffiliated third party investment advisors (“TPAs”) and provide advice as to the advisability of investing money with the TPA. We offer discretionary portfolio management services. Our investment advice is tailored to meet our clients’ needs and investment objectives. If you participate in our discretionary portfolio management services, we require you to grant us discretionary authority to manage your account. Subject to a grant of discretionary authorization, we have the authority and responsibility to formulate investment strategies on your behalf. Discretionary authorization will allow us to determine the specific securities, and the amount of securities, to be purchased or sold for your account without obtaining your approval prior to each transaction. We will also have discretion over the broker or dealer to be used for securities transactions in your account. Discretionary authority is typically granted by the investment advisory agreement you sign with our firm, a power of attorney, or trading authorization forms. You may limit our discretionary authority (for example, limiting the types of securities that can be purchased or sold for your account) by providing our firm with your restrictions and guidelines in writing. We also offer non-discretionary portfolio management services. If you enter into non-discretionary arrangements with our firm, we must obtain your approval prior to executing any transactions on behalf of your account. You have an unrestricted right to decline implementing any advice provided by our firm on a non-discretionary basis. In addition to the above, we provide financial planning services to high net-worth clients. We review a client’s liquidity, lifestyle expenses, income needs, tax bracket and growth requirements when formulating a financial plan. We offer broad topic advisory including asset allocation and managing due diligence. With only 14 clients we can approach each from a unique perspective, considering all stakeholders. Clients may provide restrictions regarding investments in specific securities or types of securities. 4  Part 2A of ADV: Certis Capital Management, Inc. Brochure We do not provide portfolio management services to a wrap fee program. Assets under management As of December 31, 2025, we manage $24,231,847 in assets on a discretionary basis and $231,696,523 on a non- discretionary basis. ITEM 5: FEES AND COMPENSATION For the above services, we are paid an asset-based fee of 1.00% per year for the recommendation and monitoring of the third party advisors and for financial planning services. This fee is paid to Certis in quarterly installments at the beginning of each quarter and is based on the value of the assets as of the last day of the previous quarter. We do not receive compensation from the TPAs. A client’s agreement with Certis may be canceled at any time by providing 30 days written notice. In the event the client terminates at a time other than quarter end, we will pro-rate the fees to the date of termination and provide a refund of any prepaid, unearned fees. We believe the fees mentioned above are competitive; however clients may be able to obtain similar services from other sources at a lower price. ITEM 6: PERFORMANCE-BASED FEES AND SIDE-BY-SIDE MANAGEMENT We do not receive performance fees for providing advice to clients. ITEM 7: TYPES OF CLIENTS Our clients are typically individuals and high net-worth families. Certis typically works with relationships of $20 mm and above. Regardless of account size, our advice will be tailored to the client’s individual needs. In general, we do not require a minimum dollar amount to open and maintain an advisory account; however, we have the right to terminate your Account if it falls below a minimum size. ITEM 8: METHODS OF ANALYSIS, INVESTMENT STRATEGIES AND RISK OF LOSS The following is a summary of the methods of analysis and investment strategies generally employed by Certis as well as certain material risks associated with investing in such strategies. Prospective and existing investors are advised to review the offering materials and other constituent documents for full details on each applicable investment, operational and other actual and potential risks. We perform economic analysis on macro issues. We then employ classic portfolio theory in allocation strategies - low volatility, low correlation. All investments involve different degrees of risk. Clients should be aware of their risk tolerance level and financial situation at all times and should be prepared to bear the losses of investing. We cannot guarantee the successful performance of an investment and we are expressly prohibited from guaranteeing accounts against losses arising from market conditions. 5  Part 2A of ADV: Certis Capital Management, Inc. Brochure Investment and Trading Risks in General. All investments risk the loss of capital. No guarantee or representation is made that the investment program will be successful, and investment results may vary substantially over time. The investment program will utilize investment techniques such as futures, options, derivatives, margin transactions and short sales, which practices can, in certain circumstances, maximize the adverse impact to which the investments may be subject. Past Performance Not Indicative of Future Performance. There can be no assurance that the investments will achieve its investment objective. The past investment performance of the investments and other accounts managed by Certis may not be indicative of the future results of an investment. Equity Securities. Certis acquires primarily long and short positions in common stocks, preferred stocks and convertible securities of U.S. and foreign issuers. Equity securities fluctuate in value, often based on factors unrelated to the value of the issuer of the securities. The market price of equity securities may be affected by general economic and market conditions, such as a broad decline in stock market prices, or by conditions or events affecting a specific issuer, such as changes in a company’s financial condition or earnings forecasts. Equity securities that are offered via initial public offerings may involve higher risks due to a number of factors, including, but not limited to, the number of shares available for trading, liquidity and price volatility. Derivative Instruments. From time to time, the investments use derivative instruments. The use of derivative instruments presents various risks, including but not limited to market risk, legal risk, operations risk, and the following additional risks: • Tracking – When used for hedging purposes, an imperfect or variable degree of correlation between price movements of the derivative instrument and the underlying investment sought to be hedged may prevent the investments from achieving the intended hedging effect or expose the investments to the risk of loss. • Liquidity – Derivative instruments, especially when traded in large amounts, may not be liquid in all circumstances, so that in volatile markets, the investments may not be able to close out a position without incurring a loss. In addition, daily limits on price fluctuations and speculative position limits on exchanges on which the investments may conduct its transactions in derivative instruments may prevent prompt liquidation of positions, subjecting the investments to the potential of greater losses. • Leverage – Trading in derivative instruments can result in large amounts of leverage. Thus, the leverage offered by trading in derivative instruments will magnify the gains and losses experienced by the investments and could cause their net asset value to be subject to wider fluctuations than would be the case if the investments did not use the leverage feature in derivative instruments. • Over-the-Counter Trading/Counterparty Risk – The investments are exposed to counterparty risk to the extent it uses “over-the-counter” derivatives, enters into repurchase agreements, lends its portfolio securities or allows a prime broker or an over-the-counter derivative counterparty to retain possession of collateral. If a counterparty fails to meet its contractual obligations, goes bankrupt, or otherwise experiences a business interruption, the investments could miss investment opportunities or otherwise hold investments it would prefer to sell, resulting in losses. Certain markets in which the investments effect transactions are “over-the-counter” or “interdealer” markets and may also include unregulated private markets. The lack of a common clearing facility creates counterparty risk. The participants in such markets typically are not subject to the same level of credit evaluation and regulatory oversight as are members of “exchange-based” markets. This exposes the Investor to the risk that a counterparty will not settle a transaction in accordance with its terms and conditions because of a dispute over the terms of the contract or because of a credit or liquidity problem, thus causing the investments to suffer a loss. Such “counterparty risk” is accentuated for contracts with longer maturities where events may intervene to prevent settlement or where the investments have concentrated their transactions with a single or small group of counterparties. The investments may also be exposed to similar risks with respect to non-U.S. brokers in jurisdictions where there are delayed settlement periods. Additionally, although the counterparty to a centrally cleared swap agreement (and/or an exchange-traded futures contract) is often backed by a futures commission merchant (“FCM”) or clearing organization that is further backed by a group of financial institutions, there may be instances in which either the FCM or the clearing organization fail to perform its obligations, causing significant losses to the investments. For example, the investments could lose margin payments it has deposited with a clearing organization as well as any 6  Part 2A of ADV: Certis Capital Management, Inc. Brochure gains owed but not paid to the investments if the clearing organization becomes insolvent or otherwise fails to perform its obligations. There can be no assurance that a counterparty will be able or willing to make timely settlement payments or otherwise meet its obligations, especially during unusually adverse market conditions. The investments will be exposed to the credit risk of its counterparties and may also bear the risk of settlement default. Reliance on Key Personnel. The success of investments will depend in part upon the skill and expertise of our investment professionals. There can be no assurance that such professionals will continue to be associated with Certis, and any departure or resignation of any key employee of the firm could have an adverse impact on the performance of investments. Social Media and Publicity Risk. The use of social networks, message boards, internet channels and other platforms has become widespread within the United States and globally. As a result, individuals now have the ability to rapidly and broadly disseminate information or misinformation, without independent or authoritative verification. Any such information or misinformation regarding Certis could have a material and adverse effect on the value of the investments. Public Health Emergencies and Pandemics. Pandemics and other widespread public health emergencies, including outbreaks of infectious diseases such as SARS, H1N1/09 flu, avian flu, Ebola and COVID-19, have resulted in historic market volatility and disruptions, and future such emergencies have the potential to materially and adversely impact economic production and activity in ways that are impossible to predict, all of which may result in significant losses to the investments. The ultimate impact of any such health emergency — and the resulting precipitous decline in economic and commercial activity across almost all of the world’s largest economies — on global economic conditions, and on the operations, financial condition and performance of any particular industry or business, is impossible to predict, but could have a significant adverse impact on and result in significant losses to the investments. The extent of the impact on the investments and operational and financial performance will depend on many factors, all of which are highly uncertain and cannot be predicted, and this impact may include significant reductions in revenue and growth, unexpected operational losses and liabilities, impairments to credit quality and reductions in the availability of capital. International Conflicts and Geopolitical Events. War and other international conflicts, such as the Israeli-Hamas conflict and the ongoing military conflict between Russia and Ukraine, have caused disruption to global financial systems, trade and transport, among other things. In response, multiple other countries have put in place sanctions and other severe restrictions or prohibitions on certain of the countries involved, as well as related individuals and businesses. The ultimate impact of these conflicts (and other geopolitical events, including national referenda, elections, interest rates, political movements, humanitarian crises, national and international policy changes, actual or perceived trade wars, import or export controls, executive orders, laws, legal systems and regulatory regimes) and their effect on global economic and commercial activity and conditions, and on the operations, financial condition and performance of the investments or any particular industry, business or investee country and the duration and severity of those effects, is impossible to predict. These matters may have a significant adverse impact and result in significant losses to the investments. This impact may include reductions in revenue and growth, unexpected operational losses and liabilities, supply chain disruptions and reductions in the availability of capital. Cybersecurity Breaches and Identity Theft. Cyber-attacks and other malicious Internet-based activity continue to increase in frequency and magnitude. Techniques used to sabotage, or to obtain unauthorized access to, systems or networks change frequently and generally are not recognized until launched against a target. Therefore, companies, as well as their third-party partners (including vendors), may be unable to anticipate these techniques, react in a timely manner, or implement adequate preventive measures. Certis’s information and technology systems may be 7  Part 2A of ADV: Certis Capital Management, Inc. Brochure vulnerable to actual or perceived damage or interruption from computer viruses, malware, network failures, computer and telecommunication failures, infiltration by unauthorized persons and security breaches, usage errors by their respective professionals, power outages and catastrophic events such as fires, tornadoes, floods, hurricanes and earthquakes. Such risks may be more prevalent in emerging markets where cybersecurity and compliance infrastructure may be less developed. Cyber-attacks may also take the form of socially-engineered frauds, such as “phishing”. There have been reports of alleged Chinese and Russian hacking attempts on American corporate intellectual property and Certis may be at risk of cyber-attacks. Third parties may also attempt to fraudulently induce employees, customers, third-party service provides or other users of Certis’s systems to disclose sensitive information in order to gain access to Certis’s data or that of the investors. Companies and service providers have also been subject to “ransomware” attacks. As further evidence of the increasing and potentially significant impact of cyber security breaches, in 2016 and 2017, the U.S. government and several multinational companies, including financial institutions and retailers, reported cyber security breaches affecting their computer systems that resulted in the personal information of millions of citizens, customers and employees being compromised. Although Certis has implemented various measures to manage risks relating to these types of events, including forming a cybersecurity committee, if these systems are compromised, become inoperable for extended periods of time or cease to function properly, Certis, the General Partners, or investments may incur significant time or expense to fix or replace them and to seek to remedy the effects of such issues. The failure of these systems and/or of disaster recovery plans for any reason could cause significant interruptions in Certis’s, a General Partner’s and/or the service providers’ operations, including the ability to make distributions to limited partners, and result in a failure to maintain the security, confidentiality or privacy of sensitive data, including confidential or proprietary client information and/or personal information relating to investors (and the beneficial owners of investors). Such a failure could harm Certis’s reputation, subject any such entity and its respective affiliates to legal claims, regulatory penalties, or otherwise affect their business and financial performance. Cyber threats and/or incidents could cause financial costs from the theft of assets (including proprietary information and intellectual property) as well as numerous unforeseen costs including, but not limited to: litigation costs, preventative and protective costs and remediation costs. In addition, Certis’s insurance coverage may be insufficient to compensate any such entity and its respective affiliates or counterparties for incurred liabilities. Certis and its investors’ and service providers’ information and technology systems may be vulnerable to actual or perceived damage or interruption from computer viruses; infiltration by unauthorized persons and security breaches; and other disruptive behavior including denial-of-service attacks. Such activities may also create liabilities in respect of Certis to third parties. Furthermore, Certis and may be vulnerable to actual or perceived usage errors by their respective professionals, network failures, computer and telecommunication failures, power outages and catastrophic events such as fires, tornadoes, floods, hurricanes and earthquakes. Possibility of Fraud or Other Misconduct of Employees and Service Providers. Misconduct by employees of the General Partners, Certis, service providers to the foregoing, their assets and/or their respective affiliates could cause significant losses to Certis. Misconduct may include entering into transactions without authorization, the failure to comply with operational and risk procedures (including due diligence and cybersecurity procedures), misrepresentations as to investments, the improper use or disclosure of confidential or material non-public information, misappropriation of funds or other assets, corruption or other fraud (including with respect to accounting and valuations), employee harassment, discrimination and other personnel issues, non-compliance with applicable laws or regulations, and the concealing of any of the foregoing. Such activities may result in reputational damage, litigation, regulatory enforcement, business disruption and/or financial losses to Certis including limiting Certis’s business prospects or future marketing activities. Certis has controls and procedures through which it seeks to minimize the risk of such misconduct occurring. However, no assurances can be given that the General Partner or Certis will be able to identify or prevent such misconduct. Artificial Intelligence and Machine Learning Risk. Recent technological advances in artificial intelligence and machine learning technologies (collectively, “AI Technologies”), as well as the rapid growth and widespread use 8  Part 2A of ADV: Certis Capital Management, Inc. Brochure thereof, have the potential to pose risks to Certis. AI Technologies have the potential to result in significant and disruptive changes in companies, sectors or industries, including investments, and any such changes could render Certis’s underwriting models obsolete or create new and unpredictable operational, legal and/or regulatory risks. To the extent competitors of Certis make more efficient or extensive use of AI Technologies, there is a possibility that such competitors will gain a competitive advantage. Many jurisdictions have passed or are considering laws and regulations concerning AI Technologies, which could adversely affect the investments and their operations. Additionally, Certis could be further exposed to the risks of AI Technologies if third-party service providers or any counterparties, whether or not known to Certis, use AI Technologies in their business activities. Certis will not be able to control the use of AI Technologies in third-party products or services, including those provided by Certis’s and its affiliates’ service providers. Additionally, Certis and its personnel reserve the right to use AI Technologies in connection with Certis’s business activities, including to support Certis’s due diligence and investment activities. AI Technologies are highly reliant on the accuracy, adequacy, completeness and objectivity of their underlying data, and any inaccuracies, deficiencies or biases in this data could lead to errors affecting Certis’s decision-making and investment processes which could have a negative impact on Certis or on the performance of investments. Furthermore, AI Technologies could be used against Certis in a criminal or negligent way. AI Technologies and their applications, including in the financial sector, continue to develop rapidly, and it is impossible to predict the future risks that have the potential to arise from such developments. Any of the foregoing factors could have a material and adverse effect on Certis. ITEM 9: DISCIPLINARY INFORMATION Registered investment advisors are required to disclose any material facts regarding any legal or disciplinary actions that would be material to client’s evaluation of the investment advisor and each investment advisor representative providing investment advice to you. We have no information of this type to report. ITEM 10: OTHER FINANCIAL INDUSTRY ACTIVITIES AND AFFILIATIONS Merus Advisors, LLC Certis operates under common control, and shares facilities and employees, with Merus Advisors, LLC (“Merus”), a California registered investment adviser (CRD# 284725). Certis intends to provide services to clients with a different level of assets and possibly a different level of investment experience than clients of Merus. Amet Partners GP, LLC Amet Partners GP LLC (the “GP”) is the general partner and sponsor (CRD# 325840) of Amet Partners, LP (“Amet”), a pooled private partnership investment fund. The GP is majority owned by David Backens; Kelly Smith and Todd Dawes also have ownership interests. Accordingly, Certis and Merus operate under common control and share facilities and employees with the GP. In addition, both Certis and Merus have advised clients to invest in Amet. This practice poses a conflict of interest to the extent that Messrs. Backens, Smith and Dawes share in fees paid by Amet (and its investors) to the GP and therefore may be incentivized to advise clients to invest in Amet. Certis mitigates this conflict of interest by ensuring that all of its recommendations to clients (including whether to invest in Amet) are made in accordance with each client’s particular objectives, circumstances and investment experience. The offering of investment advice by Certis is entirely separate and distinct from Messrs. Backens, Smith and Dawes’ and business with Amet. Clients of Certis are not clients of the GP, and vice versa, in absence of a clear and written agreement to such effect. 9  Part 2A of ADV: Certis Capital Management, Inc. Brochure Finalis Securities LLC Certain of Certis’ investment professionals are also registered representatives of Finalis Securities LLC (CRD# 257030) a FINRA-registered broker-dealer (“Finalis”). These professionals are licensed to sell privately-offered securities to investors. Currently, they are engaged to sell investor notes issued by PFF, LLC and are compensated in the form of a 0.5% commission on each sale. These professionals may be engaged for other Finalis clients in the future. These professionals are also licensed users of Finalis’ technology platform, which they use to support their investor sourcing and sales functions. The platform charges a subscription fee of $37,032 for a 36 month term, payable in quarterly increments. There are also initial one-time expenses totaling $425. These subscription fees and initial expenses are paid by Merus Advisors. These arrangements could incentivize Certis and the professionals in question to maximize their sales and time spent on behalf of Finalis’ clients. This creates conflicts of interest to the extent that they could (a) spend less time working on matters for Certis’ clients and/or (b) offer securities or other investment products to Certis clients via Finalis’ platform, which would result in commissions paid to the Certis professional. This includes a risk that Certis could make such an offer based, not on the client’s best interest, but to obtain the commission. SEC and FINRA rules require broker-dealers and their associated persons to adhere to a “best interest” standard of conduct, similar to the fiduciary obligations of registered investment advisers and their employees. Therefore, to the extent that such professionals of Certis offer these private securities to clients, they must consider the suitability of these investments for specific clients and otherwise place clients’ interests ahead of their own. To mitigate this conflict, Certis requires its professionals to document any investment recommendations involving Finalis-sourced opportunities and to disclose this fact, along with the commission amount, to Certis clients prior to the sale being made. Certis periodically reviews these recommendations for suitability and to ensure compliance with its policies. From time to time, Certis and/or its investment professionals may engage with broker-dealers like Finalis, or other counterparties to provide similar fee-based services. These arrangements involve conflicts of interest which Certis seeks to mitigate, as described above. Certis Capital Management, Inc. will conduct a consideration of reasonably available alternatives to ensure a reasonable basis for concluding that the recommendation or advice provided is in the retail investor’s best interest. Neither Certis nor any of our principals has an affiliation with any other financial industry entities or is involved in other financial industry activities other than the relationships described above. ITEM 11: CODE OF ETHICS, PARTICIPATION OR INTEREST IN CLIENT TRANSACTIONS AND PERSONAL TRADING Code of Ethics We have adopted a set of enforceable guidelines (“Code of Ethics”), which describes unacceptable conduct by Certis and our associated persons. Summarized, this Code of Ethics prohibits us from: • placing our interests before that of our clients, • using non public information gathered when providing services to clients for our own gains, or • engaging in any act, practice or course of business that is, or might be considered, fraudulent, deceptive, manipulative, or in violation of any applicable law, rule or regulation of a governmental agency. We will provide a copy of this Code of Ethics to any client or prospective client upon request. 10  Part 2A of ADV: Certis Capital Management, Inc. Brochure Participation or Interest in Client Transactions As described in Item 10 above, we serve as the general partner or are affiliated with one or more private funds (private pooled investment vehicles) in which you may be solicited to invest. Certis, certain members of its management, and other knowledgeable employees may acquire, directly or indirectly, investment interests in our fund or have other financial interests (e.g. General Partner, Officers, Board Members, etc.) in the funds. This presents a conflict of interest because we have investments and/or are compensated by the private funds. Conflicts that arise are mitigated through our fiduciary obligation to act in the best interest of our clients, contractual limitations that govern our activities as adviser or general partner, as applicable, and the requirement of our company not to place its interests before its clients' interests when managing the funds. If you are an investor in a private fund, refer to the private fund's offering documents for detailed disclosures regarding the private funds. Personal Trading All persons associated with us are required to report all personal securities transactions quarterly for review by the Chief Compliance Officer to mitigate the risks of “frontrunning” any of our clients’ transactions. It is our policy that neither our firm nor individuals associated with our firm shall have priority over your account in the purchase or sale of securities. ITEM 12: BROKERAGE PRACTICES Certis requires clients to establish brokerage accounts with Charles Schwab & Co., Inc. (“Schwab”) to maintain custody of their assets and to effect trades for their accounts. Certis deducts its advisory fees directly from clients’ Schwab accounts. Certis is not affiliated with Schwab and has no financial interest in selecting it for client accounts. Certis considers a number of factors in selecting brokers, including transaction fees, custodial fees charged by the broker for holding securities for the client, commission rates, interest charges on debit balances and interest credits on credit balances, quality of execution, and record-keeping and reporting capabilities. While cost is an important factor, it may be the case that a recommended broker charges a higher fee for a particular type of service, such as commission rates, than can be obtained from another broker. It may also be the case that the total costs of all services provided by the recommended broker may be higher than can be obtained at another broker. Certis may determine in good faith that such total costs are reasonable in relation to the value of brokerage and research services provided by such broker, viewed in terms of Certis’ overall responsibilities to the client. Certis does not receive client referrals from broker-dealers for recommending clients, thus we do not have any incentive to select or recommend a broker-dealer based on any interest in receiving client referrals. Transactions for each client generally will be effected independently, unless we decide to purchase or sell the same securities for several clients at approximately the same time. We may (but are not obligated to) combine or aggregate these orders to obtain best execution, to negotiate more favorable commission rates, or to allocate equitably among the accounts involved. ITEM 13: REVIEW OF ACCOUNTS Investment accounts are reconciled on a quarterly basis and a cash flow analysis and review of manager returns is performed. These reviews are performed by Kelly Smith, President and Todd Dawes, Director of Portfolio Management. 11  Part 2A of ADV: Certis Capital Management, Inc. Brochure On a quarterly basis clients receive written reports containing asset cost basis, reported value, return and cash flow. ITEM 14: CLIENT REFERRALS AND OTHER COMPENSATION We do not receive any compensation from anyone for client referrals. ITEM 15: CUSTODY We do not accept physical custody of client assets. However, we do have the authority to withdraw our advisory fees from client accounts and, as discussed in Item 16, have investment discretion over client accounts. A California rule imposes certain requirements on firms that withdraw their fees from client accounts and/or have investment discretion. That rule generally requires investment advisers to cause certain account statements detailing holdings and transactions to be sent to clients, and imposes certain other obligations. All cash and securities of which the Certis or its affiliates are deemed to have custody are generally maintained with a qualified custodian, as defined in Rule 206(4)-2 under the Advisers Act (the “Custody Rule”), unless an exception is available. In accordance with the Custody Rule, Certis will distribute audited financial statements, upon completion of the annual audit to its respective investors no later than 120 days after the end of the fiscal year. The audited financial statements are prepared by an independent accounting firm that is registered with and subject to review by the Public Company Accounting Oversight Board, in accordance with U.S. Generally Accepted Accounting Principles. Investors should carefully review these audited financial statements. Clients receive at least quarterly account statements directly from their custodians, listing account balance(s), transaction history and any fee debits or other fees taken out of the account. Upon opening an account with a qualified custodian on a client’s behalf, Certis promptly notifies the client in writing of the qualified custodian's contact information. Certis recommends that the clients compare any statements they receive from Certis to the account statements received from the qualified custodian. ITEM 16: INVESTMENT DISCRETION In cases where Certis Capital Management accepts investment discretion, client accounts are managed on a fully discretionary basis to invest and trade the assets in a broad range of investments, to be selected at Certis Capital Management’s discretion, with no specific limitations as to type, amount, concentration, or leverage. Further, the firm may enter into any type of investment transaction and employ any investment methodology or strategy it deems appropriate to achieve a particular client’s investment objectives. Pursuant to the Investment Advisory Agreement between each client and Certis Capital Management, the client designates the firm as its attorney-in-fact to execute, certify, acknowledge, file, record and swear to all instruments, agreements and documents necessary or advisable to carrying out its investment activities. Any client restrictions on the firm’s discretionary authority must be agreed- upon in writing. Certis Capital Management also offers investment advisory services on a non-discretionary basis. ITEM 17: VOTING CLIENT SECURITIES We do not accept the authority to vote proxies on behalf of our clients and we do not provide guidance about how to vote proxy solicitations. Clients will receive proxies and other related paperwork directly from their respective custodians. 12  Part 2A of ADV: Certis Capital Management, Inc. Brochure ITEM 18: FINANCIAL INFORMATION We do not charge or solicit pre-payment of more than $500 in fees per client six months or more in advance. We have never filed for bankruptcy and are not aware of any financial conditions that are reasonably likely to impair our ability to meet our contractual obligations to clients. ITEM 19: REQUIREMENTS FOR STATE REGISTERED ADVISERS We are a federally registered investment adviser; therefore, we are not required to respond to this item. Not applicable. 13  Part 2B of ADV: Certis Capital Management, Inc. Brochure Supplement BROCHURE SUPPLEMENT ADV 2B ITEM 1: COVER SHEET David J. Backens, CFA Certis Capital Management, Inc. 801 Garden Street, Suite #300 Santa Barbara, CA 93101 (805) 965-0509 March 25, 2026 This Brochure Supplement provides information about David J. Backens (CRD# 5873523) that supplements the Certis Capital Management, Inc. Brochure. You should have received a copy of that Brochure. Please contact Todd Dawes at (805) 965-0509 or info@certiscapital.com if you did not receive Certis Capital Management, Inc.’s Brochure or if you have any questions about the content of this supplement. Additional information about David J. Backens is available on the SEC’s website at www.adviserinfo.sec.gov. ITEM 2: EDUCATIONAL BACKGROUND AND BUSINESS EXPERIENCE David J. Backens was born in 1984. Educational Background School Name UCSB UCSB Degree BA BA Year 2006 2006 Major(s) Philosophy Economics Chartered Financial Analyst Designation 2016 The Chartered Financial Analyst® (“CFA”) designation signifies the ability to conduct advanced investment analysis and manage financial portfolios. CFA candidates must meet one of the following requirements: (1) undergraduate degree and (2) four years qualified work experience in the investment decision-making process. To receive the CFA designation, candidates must complete the CFA Program and pass the examination which is organized into three levels. Candidates must enter into a Member’s Agreement, a Professional Conduct Statement, and any additional documentation requested by CFA Institute. There are no ongoing continuing education or experience thresholds necessary to maintain the CFA designation. The CFA® designation is issued by the CFA Institute. More information about the designation is available at https://www.cfainstitute.org. 14  Part 2B of ADV: Certis Capital Management, Inc. Brochure Supplement Employment Background Employment Dates: Firm Name: Type of Business: Job Title & Duties: 9/2024 - Present Finalis Securities LLC Broker-Dealer Registered Representative Employment Dates: Firm Name: Type of Business: Job Title & Duties: 4/2022 - Present Amet Partners GP LLC Investment Advisor Managing Partner, Portfolio Manager Employment Dates: Firm Name: Type of Business: Job Title & Duties: 7/2016 -Present Merus Advisors, LLC Investment Advisor Managing Partner Employment Dates: Firm Name: Type of Business: Job Title & Duties: 6/2006 -Present Certis Capital Management, Inc. Investment Advisor Chief Risk Officer ITEM 3: DISCIPLINARY INFORMATION Registered investment advisors are required to disclose any material facts regarding any legal or disciplinary actions that would be material to your evaluation of each investment advisor representative providing investment advice to you. There is no information of this type to report. ITEM 4: OTHER BUSINESS ACTIVITIES Merus Advisors, LLC Mr. Backens is a Managing Partner with Merus Advisors, LLC (“Merus”), a California registered investment adviser (CRD# 284725), where he is responsible for account reconciliation and manager due diligence. Mr. Backens’ employment with Merus does not pose a conflict of interest to his employment at Certis, because he is not compensated through performance-based fees and has no incentive to favor Certis’ clients over Merus’ clients or vice versa. Amet Partners GP, LLC Mr. Backens is also the majority owner of Amet Partners GP LLC (the “GP”), which is the general partner and sponsor (CRD# 325840) of Amet Partners, LP (“Amet”), a pooled private partnership investment fund. He is also an investor in Amet. Mr. Backens’ involvement with the GP and Amet does not pose a conflict of interest because he is not compensated for recommending Certis clients to invest in Amet; as an investor in Amet himself, he does not have any incentive to favor Amet over clients of either Merus or Certis, or vice versa. 15  Part 2B of ADV: Certis Capital Management, Inc. Brochure Supplement Finalis Securities LLC Mr. Backens is a registered representatives of Finalis Securities LLC (CRD# 257030) a FINRA-registered broker- dealer (“Finalis”). He is licensed to sell privately-offered securities to investors. Currently, he is engaged to sell investor notes issued by PFF, LLC and is compensated in the form of a 0.5% commission on each sale. Mr. Backens may be engaged for other Finalis clients in the future. Mr. Backens is also a licensed user of Finalis’ technology platform, which he uses to support his investor sourcing and sales functions. The platform charges a subscription fee of $37,032 for a 36 month term, payable in quarterly increments. There are also initial one-time expenses totaling $425. These subscription fees and initial expenses are paid by Merus Advisors. These arrangements could incentivize Certis and Mr. Backens to maximize their sales and time spent on behalf of Finalis’ clients. This creates conflicts of interest to the extent that they could (a) spend less time working on matters for Certis clients and/or (b) offer securities or other investment products to Certis clients via Finalis’ platform, which would result in commissions paid to Mr. Backens. This includes a risk that Mr. Backens could make such an offer based, not on the client’s best interest, but to obtain the commission. SEC and FINRA rules require broker-dealers and their associated persons to adhere to a “best interest” standard of conduct, similar to the fiduciary obligations of registered investment advisers and their employees. Therefore, to the extent that such professionals of Certis offer these private securities to clients, they must consider the suitability of these investments for specific clients and otherwise place clients’ interests ahead of their own. To mitigate this conflict, Certis requires its professionals to document any investment recommendations involving Finalis-sourced opportunities and to disclose this fact, along with the commission amount, to Certis clients prior to the sale being made. Certis periodically reviews these recommendations for suitability and to ensure compliance with its policies. From time to time, Certis and/or its investment professionals may engage with broker-dealers like Finalis, or other counterparties to provide similar fee-based services. These arrangements involve conflicts of interest which Certis seeks to mitigate, as described above. ITEM 5: ADDITIONAL COMPENSATION As discussed in Item 10 of the brochure and Item 4 above, Mr. Backens may also indirectly receive additional compensation through Amet Partners GP LLC in the form of fees paid by clients invested in Amet Partners, LP. Mr. Backens also receives commissions for sales of securities through his registration with Finalis. Please refer to these items for a description of these arrangements, associated conflicts of interest, and the measures Certis takes to mitigate the conflicts. ITEM 6: SUPERVISION Todd Dawes, Director of Portfolio Management, is responsible for the supervision of Mr. Backens. His telephone number is (805) 965-0509. 16  Part 2B of ADV: Certis Capital Management, Inc. Brochure Supplement BROCHURE SUPPLEMENT ADV 2B ITEM 1: COVER SHEET Kelly R. Smith Certis Capital Management, Inc. 801 Garden Street, Suite #300 Santa Barbara, CA 93101 (805) 965-0509 March 25, 2026 This Brochure Supplement provides information about Kelly R. Smith (CRD# 3123240) that supplements the Certis Capital Management, Inc. Brochure. You should have received a copy of that Brochure. Please contact Kelly Smith at (805) 965-0509 or info@certiscapital.com if you did not receive Certis Capital Management, Inc.’s Brochure or if you have any questions about the content of this supplement. Additional information about Kelly R. Smith is available on the SEC’s website at www.adviserinfo.sec.gov. ITEM 2: EDUCATIONAL BACKGROUND AND BUSINESS EXPERIENCE Kelly R. Smith was born in 1966. Educational Background School Name UCLA UCLA Degree BS MBA Year 1992 1998 Major(s) Economics/East Asian Studies Finance Employment Background Employment Dates: Firm Name: Type of Business: Job Title & Duties: 4/2022 - Present Amet Partners GP LLC Investment Advisor Managing Partner, Director of Marketing Employment Dates: Firm Name: Type of Business: Job Title & Duties: 7/2016 -Present Merus Advisors, LLC Investment Advisor Managing Partner 17  Part 2B of ADV: Certis Capital Management, Inc. Brochure Supplement Employment Dates: Firm Name: Type of Business: Job Title & Duties: 8/2005 -Present Certis Capital Management, Inc. Investment Advisor Founder/ President Employment Dates: Firm Name: Type of Business: Job Title & Duties: 9/2004-8/2005 Core Wealth Management HY Bond Portfolio V.P. of Business Development Employment Dates: Firm Name: Type of Business: Job Title & Duties: 1/2003-10/2004 Credit Suisse Brokerage V.P. – Private Client Group ITEM 3: DISCIPLINARY INFORMATION Registered investment advisors are required to disclose any material facts regarding any legal or disciplinary actions that would be material to your evaluation of each investment advisor representative providing investment advice to you. There is no information of this type to report. ITEM 4: OTHER BUSINESS ACTIVITIES Merus Advisors, LLC Mr. Smith is a Managing Partner of Merus Advisors, LLC (“Merus”), a California registered investment adviser (CRD# 284725), where he is responsible for advising clients and managing the general operations of the firm. Mr. Smith’s employment with Merus does not pose a conflict of interest to his employment at Certis, because he is not compensated through performance-based fees and has no incentive to favor Certis’ clients over Merus’ clients or vice versa. Amet Partners GP LLC Mr. Smith is also an owner of Amet Partners GP LLC (the “GP”), which is the general partner and sponsor (CRD# 325840) of Amet Partners, LP (“Amet”), a pooled private partnership investment fund. He is also an investor in Amet. Mr. Smith’s involvement with the GP and Amet does not pose a conflict of interest because he is not compensated for recommending Merus’ clients to invest in Amet; as an investor in Amet himself, he does not have any incentive to favor Amet over clients of either Merus or Certis, or vice versa. From time to time, Certis and/or its investment professionals may engage with broker-dealers like Finalis, referenced in Form ADV Part 2A, Item 10, or other counterparties to provide similar fee-based services. These arrangements involve conflicts of interest which Certis seeks to mitigate, as described in that Item. ITEM 5: ADDITIONAL COMPENSATION As discussed in Item 10 of the brochure and Item 4 above, Mr. Smith may also receive indirectly additional compensation through Amet Partners GP LLC in the form of fees paid by clients invested in Amet Partners, LP. 18  Part 2B of ADV: Certis Capital Management, Inc. Brochure Supplement ITEM 6: SUPERVISION Todd Dawes, Director of Portfolio Management is responsible for the supervision of Mr. Smith at Certis Capital Management, Inc. His telephone number is (805) 965-0509. Mr. Smith is subject to Certis’s Code of Ethics. 19  Part 2B of ADV: Certis Capital Management, Inc. Brochure Supplement BROCHURE SUPPLEMENT ADV 2B ITEM 1: COVER SHEET Todd E. Dawes Certis Capital Management, Inc. 801 Garden Street, Suite #300 Santa Barbara, CA 93101 (805) 965-0509 March 25, 2026 This Brochure Supplement provides information about Todd E. Dawes (CRD# 4547462) that supplements the Certis Capital Management, Inc. Brochure. You should have received a copy of that Brochure. Please contact Todd Dawes at (805) 965-0509 or info@certiscapital.com if you did not receive Certis Capital Management, Inc.’s Brochure or if you have any questions about the content of this supplement. Additional information about Todd E. Dawes is available on the SEC’s website at www.adviserinfo.sec.gov. ITEM 2: EDUCATIONAL BACKGROUND AND BUSINESS EXPERIENCE Todd E. Dawes was born in 1963. Educational Background School Name Wayne State University University of Notre Dame Degree BS MBA Year 1997 1999 Major(s) Business Administration Financial Markets and Investments Employment Background Employment Dates: Firm Name: Type of Business: Job Title & Duties: 4/2022 - Present Amet Partners GP LLC Investment Advisor Managing Partner, President 20  Part 2B of ADV: Certis Capital Management, Inc. Brochure Supplement Employment Dates: Firm Name: Type of Business: Job Title & Duties: 7/2016 -Present Merus Advisors, LLC Investment Advisor Managing Partner Employment Dates: Firm Name: Type of Business: Job Title & Duties: 8/2014 -Present Certis Capital Management, Inc. Investment Advisor Director of Portfolio Management Employment Dates: Firm Name: Type of Business: Job Title & Duties: 1/2006-8/2014 Persimmon Capital Management LP Investment Advisor Senior Vice President Employment Dates: Firm Name: Type of Business: Job Title & Duties: 6/2002-01/2006 Advisorport, Inc. Investment Advisor Director of Research ITEM 3: DISCIPLINARY INFORMATION Registered investment advisors are required to disclose any material facts regarding any legal or disciplinary actions that would be material to your evaluation of each investment advisor representative providing investment advice to you. There is no information of this type to report. ITEM 4: OTHER BUSINESS ACTIVITIES Merus Advisors, LLC Mr. Dawes is a Managing Partner of Merus Advisors, LLC (“Merus”), a California registered investment adviser (CRD# 284725), where he is responsible for overseeing the portfolio management of client accounts. Mr. Dawes’ employment with Merus does not pose a conflict of interest to his employment at Certis, because he is not compensated through performance-based fees and has no incentive to favor Certis’ clients over Merus’ clients or vice versa. Amet Partners GP LLC Mr. Dawes is also an owner of Amet Partners GP LLC (the “GP”), which is the general partner and sponsor (CRD# 325840) of Amet Partners, LP (“Amet”), a pooled private partnership investment fund. He is also an investor in Amet. Mr. Dawes’ involvement with the GP and Amet does not pose a conflict of interest because he is not compensated for recommending Merus’ clients to invest in Amet; as an investor in Amet himself, he does not have any incentive to favor Amet over clients of either Merus or Certis, or vice versa. From time to time, Certis and/or its investment professionals may engage with broker-dealers like Finalis, referenced in Form ADV Part 2A, Item 10, or other counterparties to provide similar fee-based services. These arrangements involve conflicts of interest which Certis seeks to mitigate, as described in that Item. 21  Part 2B of ADV: Certis Capital Management, Inc. Brochure Supplement ITEM 5: ADDITIONAL COMPENSATION As discussed in Item 10 of the brochure and Item 4 above, Mr. Dawes may also indirectly receive additional compensation through Amet Partners GP LLC in the form of fees paid by clients invested in Amet Partners, LP. may also indirectly receive compensation via Certis’ engagement with Defense and Government Solutions to offer certain Promissory Notes. Mr. Dawes ITEM 6: SUPERVISION Kelly Smith, Founder/Partner, is responsible for the supervision of Mr. Dawes. His telephone number is (805) 965- 0509. Mr. Dawes is subject to Certis’s Code of Ethics. 22