DARK HORSE ADVISORS LLC

Item 1: Cover Page Part 2A of Form ADV: Firm Brochure April 2, 2026 16950 Via de Santa Fe, Ste 5060-17 Rancho Santa Fe, CA 92067 pw.darkhorse.cpa Firm Contact: David B. Buenaventura Chief Compliance Officer This brochure provides information about the qualifications and business practices of Dark Horse Advisors, LLC, doing business as Dark Horse Private Wealth. If you have any questions about the contents of this brochure, please contact us at (858) 200-0616 or david@darkhorsewealth.cpa. The information in this brochure has not been approved or verified by the United States Securities and Exchange Commission or any state securities authority. Additional information about our firm is available on the SEC’s website at www.adviserinfo.sec.gov (CRD No. 312741). The term “registered investment adviser” and the use of the word “registered” with respect to the firm or its associated persons do not imply a certain level of skill or training. Clients are encouraged to review this Brochure and the applicable Brochure Supplements for more information about the qualifications of the firm and its associated persons.  Item 2: Material Changes This section describes material changes made to this Brochure since our last annual update. Clients are encouraged to review this section carefully and to contact us with any questions regarding these changes. Since our firm’s last amendment in March of 2026, the following changes have been made: • Item 4 – Advisory Business: Updated regulatory assets under management to reflect current amounts. • Item 5 – Fees & Compensation: Updated fee disclosures, including changes to financial planning fee ranges and clarification of billing practices. • Item 8 – Methods of Analysis, Investment Strategies & Risk of Loss: Expanded disclosures regarding investment strategies and associated risks, including the use of alternative investments, structured products, and options. • Item 10 – Other Financial Industry Activities & Affiliations: Updated disclosures regarding the firm’s affiliation with Dark Horse CPAs, including conflicts of interest related to shared revenue and referral-based compensation. • Item 14 – Client Referrals & Other Compensation: Added disclosures regarding referral arrangements, including legacy solicitor relationships and affiliated referral compensation. • Item 15 – Custody: Updated custody disclosures to reflect current practices related to fee deduction and third-party money movement. ADV Part 2A – Firm Brochure Page 2 Dark Horse Advisors, LLC  Item 3: Table of Contents Item 1: Cover Page ............................................................................................................................... 1 Item 2: Material Changes ...................................................................................................................... 2 Item 3: Table of Contents ..................................................................................................................... 3 Item 4: Advisory Business .................................................................................................................... 4 Item 5: Fees & Compensation ............................................................................................................... 5 Item 6: Performance-Based Fees & Side-By-Side Management .......................................................... 6 Item 7: Types of Clients & Account Requirements ................................................................................ 6 Item 8: Methods of Analysis, Investment Strategies & Risk of Loss ...................................................... 7 Item 9: Disciplinary Information ............................................................................................................. 8 Item 10: Other Financial Industry Activities & Affiliations ...................................................................... 8 Item 11: Code of Ethics, Participation, or Interest in ............................................................................. 9 Item 12: Brokerage Practices ................................................................................................................ 9 Item 13: Review of Accounts or Financial Plans ................................................................................. 11 Item 14: Client Referrals & Other Compensation ................................................................................ 11 Item 15: Custody ................................................................................................................................. 12 Item 16: Investment Discretion ........................................................................................................... 12 Item 17: Voting Client Securities ......................................................................................................... 12 Item 18: Financial Information ............................................................................................................. 12 ADV Part 2A – Firm Brochure Page 3 Dark Horse Advisors, LLC  Item 4: Advisory Business Description of the Advisory Firm Dark Horse Advisors, LLC, doing business as Dark Horse Private Wealth (“DHPW”), is a limited liability company formed in the State of Nevada. The firm was established in January 2021. Matthew Dennis Poole, Managing Partner, owns 50% of the firm, and Dark Horse CPAs owns the remaining 50%. Due to this ownership structure, DHPW is affiliated with and operates in conjunction with Dark Horse CPAs. Types of Advisory Services Offered Portfolio Management: We provide discretionary portfolio management services tailored to each client’s investment objectives, financial situation, and risk tolerance. Portfolios may include equities, fixed income, exchange-traded funds (ETFs), mutual funds, options, structured products, private investments, and other securities. We may construct customized portfolios, utilize model strategies, and/or allocate assets among third- party investment managers. Portfolios are monitored on an ongoing basis and adjusted as needed based on market conditions and changes in a client’s financial circumstances. Financial Planning & Consulting: We offer financial planning and consulting services designed to help clients evaluate their financial circumstances and achieve their stated goals. Services may include written financial plans or verbal recommendations. Clients are not obligated to implement our recommendations and may choose to do so through any provider. Financial planning engagements are generally completed within a reasonable timeframe, depending on the scope of services and the timely receipt of client information. Retirement Plan Consulting & Services: We provide advisory and consulting services to employer-sponsored retirement plans. These services may include plan design review, vendor analysis, investment selection and monitoring, performance reporting, and participant education. When agreed upon in writing, we may serve as an ERISA Section 3(21) fiduciary (co-fiduciary) or 3(38) investment manager. The specific services provided are outlined in the applicable agreement with the plan sponsor. Tailoring of Advisory Services and Client Imposed Restrictions Our firm provides tailored investment advice to clients enrolled in our Portfolio Management services. For clients in our Financial Planning & Consulting and Retirement Plan Consulting programs, we offer more general investment guidance. Each Portfolio Management client has the option to impose reasonable restrictions on the types of investments included in their portfolio. Participation in Wrap Fee Programs A wrap fee program is an investment program where the investor pays one stated fee that includes management fees, transaction costs, fund expenses, and other administrative fees. DHPW does not participate in any wrap fee programs. ADV Part 2A – Firm Brochure Page 4 Dark Horse Advisors, LLC  Regulatory Assets Under Management As of April 2026, our firm manages $181,732,180 in regulatory assets under management (“RAUM”) on a discretionary basis. Additionally, Dark Horse Private Wealth oversees $185,450,000 of assets under advisement (“AUA”), which includes assets for which we provide investment planning or consulting services, and insurance accounts that require reporting or other services. As of this date, the total assets under Dark Horse Private Wealth's management, the sum of its RAUM and AUA, amount to approximately $367,182,180. Item 5: Fees & Compensation Compensation for Our Advisory Services Portfolio Management Fees: We provide portfolio management services for an annual fee based on a percentage of assets under management. Fees are generally billed within the first few business days of the following month in arrears, based on the average daily balance of the account during the billing period. Our standard tiered fee schedule is as follows: Asset Under Management Annual Advisory Fee $0 to $1,000,000 1.00% $1,000,001 to $3,000,000 0.80% $3,000,001 to $5,000,000 0.60% $5,000,001 and up 0.50% Note: This is a tiered schedule, meaning each rate applies only to the portion of assets within that tier. For example, a $2,000,000 account would pay 1% on the first million, 0.80% on the second million for a blended rate of .90%. Fees are negotiable at our discretion based on factors such as account size, complexity, and scope of services. In certain cases, fees may be structured as a fixed percentage or fixed fee, as agreed upon in writing. Fees are typically deducted directly from client accounts with client authorization. Clients may elect to be invoiced instead. Financial Planning & Consulting: We offer financial planning and consulting services for a fee based on the scope and complexity of the engagement. Fees may be structured as: • Hourly (not to exceed $350 per hour) • Flat fee • Ongoing or recurring fee Flat and recurring fees generally range from $3,500. For more complex engagements, including multi- family office or business advisory services, fees may be higher and can reach up to $100,000. Payment terms are outlined in the client agreement and vary based on the type of service provided. Hourly fees are billed in arrears as services are performed. Flat fees for financial planning services are generally billed in advance and are based on the scope of the engagement, with services typically delivered within 60 to 90 days. Ongoing financial planning services may be offered on a subscription basis and are billed monthly in advance. The firm does not bill fees of $1,200 or more per client more than six months in advance. ADV Part 2A – Firm Brochure Page 5 Dark Horse Advisors, LLC  Clients may terminate planning engagements at any time. Unearned fees will be refunded on a pro-rata basis based on the services performed through the date of termination. Retirement Plan Consulting & Services Fees: We provide retirement plan advisory and consulting services for employer-sponsored plans. Fees may be structured as: • A percentage of plan assets (generally ranging from 0.25% to 1.50% annually), or • A flat fee (generally not to exceed $75,000 annually) Fees are negotiable and depend on the scope and complexity of services. Fees are typically billed quarterly in arrears and may be deducted from plan assets or invoiced, as agreed upon in writing. Other Types of Fees & Expenses Clients will incur additional fees and expenses charged by third parties, including: • Custodian and brokerage fees • Transaction charges • Mutual fund and ETF expenses (expense ratios, management fees, etc.) • Markups/markdowns, spreads, and other trading costs • Wire transfer and account maintenance fees These fees are separate from and in addition to our advisory fees. We do not receive any portion of these fees. Termination & Refunds Either party may terminate an advisory agreement at any time with written notice. Upon termination: • Portfolio management fees are prorated through the termination date • Unearned prepaid fees, if any, will be refunded promptly • Any earned but unpaid fees will be due and payable Financial planning and retirement plan engagements may also be terminated at any time, with fees prorated based on services performed. Important Disclosure: Lower fees for comparable services may be available from other advisers. Item 6: Performance-Based Fees & Side-By-Side Management DHPW does not accept performance-based fees or other fees based on a share of capital gains or capital appreciation of the assets of a client. Item 7: Types of Clients & Account Requirements Our firm offers advisory services to the following types of clients: • Individuals and High Net Worth Individuals; • Trusts, Estates or Charitable Organizations; • Pension and Profit-Sharing Plans; • Corporations, Limited Liability Companies and/or Other Business Types The firm does not impose minimum account sizes for portfolio management; however, a minimum fee of $3,500 is typically applied to financial planning services. ADV Part 2A – Firm Brochure Page 6 Dark Horse Advisors, LLC  Item 8: Methods of Analysis, Investment Strategies & Risk of Loss Methods of Analysis In developing investment recommendations and managing client portfolios, we utilize a variety of analytical methods, including: 1. Fundamental Analysis – Evaluating a company’s financial condition, earnings, and overall economic factors. 2. Technical Analysis – Analyzing historical price and market data to identify trends. 3. Quantitative and Qualitative Analysis – Using statistical data and non-financial factors such as management quality and competitive position. 4. Macroeconomic Analysis – Assessing economic conditions, interest rates, and market cycles 5. Third-Party Manager Due Diligence – Evaluating independent investment managers based on their strategy, experience, and performance. No single method of analysis guarantees success, and each involves inherent limitations and risks. Investment Strategies We Use We tailor investment strategies based on each client’s objectives, risk tolerance, and time horizon. Strategies may include: 1. Asset Allocation – Allocating investments across asset classes such as equities, fixed income, and cash 2. Diversification – Spreading investments across sectors and asset types to manage risk 3. Active and Passive Investing – Utilizing both actively managed and index-based investments 4. Income and Growth Strategies – Focusing on income generation and/or capital appreciation 5. Tax-Aware Investing – Considering tax efficiency where appropriate We may also utilize third-party investment managers or model portfolios as part of our investment approach. Risk of Loss Investing in securities involves risk, including the potential loss of principal. Clients should be prepared to bear such losses. Key risks include, but are not limited to: 1. Market Risk – The value of investments may fluctuate due to market conditions 2. Equity Risk – Stock prices may be volatile and subject to company-specific factors 3. Interest Rate Risk – Fixed income investments may decline in value as interest rates rise 4. Credit Risk – Issuers of bonds may fail to make payments 5. Inflation Risk – The purchasing power of assets may decline over time 6. Liquidity Risk – Certain investments may be difficult to sell without impacting price 7. Options and Derivatives Risk – These instruments can be complex and may result in significant losses 8. Alternative Investment Risk – Private or alternative investments may be illiquid, speculative, and subject to higher risk 9. Structured Product Risk – Structured notes and similar instruments carry issuer credit risk and may involve complex return structures Past performance is not indicative of future results, and no investment strategy can guarantee profit or protect against loss. These strategies and investments may not be suitable for all clients. ADV Part 2A – Firm Brochure Page 7 Dark Horse Advisors, LLC  Cash Management Disclosure We may invest client cash balances in money market funds, CDs, or government-backed securities. These investments are generally lower risk but are not risk-free and may be subject to interest rate, credit, or market risk. Holding cash or cash equivalents may also reduce overall portfolio returns. Cash may be maintained in client accounts to facilitate the deduction of advisory fees. Item 9: Disciplinary Information Our firm has not experienced any legal or disciplinary events that would be considered material to the evaluation of our advisory business or the integrity of our management. Item 10: Other Financial Industry Activities & Affiliations Affiliation with Dark Horse CPAs Dark Horse Advisors, LLC, doing business as Dark Horse Private Wealth (“DHPW”), is affiliated with Dark Horse CPAs through common ownership. This affiliation presents a conflict of interest because DHPW has an incentive to recommend the services of Dark Horse CPAs, and vice versa, due to shared revenue and economic benefit. Certain associated persons of DHPW may also provide accounting or tax services through Dark Horse CPAs and are compensated separately for those services. In addition, certain associated persons may receive additional compensation, such as bonuses, based on client referrals or introductions, which creates an additional conflict of interest. Clients are not required to use the services of Dark Horse CPAs and may select any accounting or tax professional of their choosing. DHPW addresses these conflicts by adhering to its fiduciary duty and by fully disclosing these relationships. Broker-Dealer Registration Some of our associated persons are registered representatives of a broker-dealer and may recommend or sell securities products for which they receive commissions separate from advisory services provided through DHPW. This presents a conflict of interest, as these individuals may have an incentive to recommend commission-based products. Clients are not obligated to purchase such products and may choose to implement recommendations through any provider. Additional information regarding these arrangements is available in the applicable Form ADV Part 2B brochure supplement. Insurance Activities Several of DHPW's advisors are licensed insurance agents and may offer insurance products separate from advisory services. This presents a conflict of interest, but clients are not obligated to purchase any insurance products from DHPW. Specific disclosures regarding these activities are available in each advisor's Form ADV Part 2B Supplement. Commodity and Futures Activities DHPW and its associated persons are not registered as, and do not have any pending applications to become, a Futures Commission Merchant, Commodity Pool Operator, or Commodity Trading Advisor. ADV Part 2A – Firm Brochure Page 8 Dark Horse Advisors, LLC  Item 11: Code of Ethics, Participation, or Interest in Client & Personal Trading As a fiduciary, Dark Horse Private Wealth has adopted a Code of Ethics designed to ensure that the firm and its associated persons act in the best interests of clients and uphold their fiduciary duty. The Code of Ethics establishes standards of business conduct and requires compliance with applicable federal and state securities laws. The Code of Ethics addresses, among other things, personal trading practices, insider trading, and the safeguarding of material non-public information. All supervised persons are required to acknowledge receipt of the Code of Ethics upon hire and annually thereafter, and to certify their compliance with its provisions. DHPW and its associated persons may buy or sell securities for their own accounts that are also recommended to clients. This creates a potential conflict of interest. To address this, the firm has implemented policies and procedures designed to ensure that client interests are placed ahead of those of the firm and its personnel. These policies include, but are not limited to: • Pre-clearance requirements for certain personal securities transactions • Ongoing monitoring and periodic reporting of personal trading activity • Restrictions on trading in proximity to client transactions It is the firm’s policy that neither DHPW nor its associated persons will affect transactions for their own accounts in a manner that is inconsistent with the firm’s fiduciary duty to clients. Personal trading is monitored to ensure that clients receive priority over employee transactions and that no employee benefits unfairly from client activity. A copy of the firm’s Code of Ethics is available to any client or prospective client upon request. Item 12: Brokerage Practices Custodian & Brokers Selection We do not maintain custody of client assets. Client assets are held with a qualified custodian, typically a broker-dealer or bank. We recommend that clients use Charles Schwab & Co., Inc. (“Schwab”), a FINRA-registered broker-dealer and member SIPC, as custodian and broker. We are independently owned and not affiliated with Schwab. Clients ultimately decide whether to use Schwab and establish accounts directly with the custodian by entering into an agreement with them. How We Select Brokers and Custodians In recommending a custodian or broker, we consider a variety of factors, including: • Execution capability and quality of services • Custody and administrative services • Availability of investment products • Pricing, including commissions and other costs • Financial strength, reputation, and stability • Technology, reporting, and client service While we seek competitive overall costs, the lowest transaction cost is not the sole determining factor in selecting a broker-dealer. We consider the overall value of services provided, including execution quality, which may result in higher transaction costs in certain circumstances. ADV Part 2A – Firm Brochure Page 9 Dark Horse Advisors, LLC  Custody & Brokerage Cost Schwab generally does not charge separate custody fees. Instead, it is compensated through transaction-based charges, such as commissions, markups/markdowns, and other fees. In some cases, clients may incur additional costs when trades are executed through another broker-dealer (“trade-away” transactions). Products & Services Available from Schwab Schwab provides us with access to institutional brokerage services, including custody, trade execution, reporting, and related services. Schwab also makes available other products and services that support our operations, including: Investment research, pricing, and market data • • Technology for account access, trading, and reporting • Administrative and back-office support • Educational events and practice management resources Some of these services benefit us but may not directly benefit clients. Conflicts of Interest Related to Schwab: The availability of these services creates a conflict of interest because we may have an incentive to recommend Schwab based on the benefits we receive rather than solely on client interest. We address this conflict by acting in accordance with our fiduciary duty and recommending Schwab only when we believe it is in the best interest of our clients. Best Execution: We seek to obtain best execution for client transactions, considering the full range of a broker-dealer’s services, including execution quality, responsiveness, and overall cost. We do not necessarily seek the lowest available commission rate for each transaction. Soft Dollar Practices We do not receive soft dollar benefits in connection with client transactions. Brokerage for Client Referrals We do not receive client referrals from broker-dealers or third parties in exchange for directing brokerage business. Directed Brokerage Clients may direct us to use a specific broker-dealer or custodian. In such cases, we may be unable to achieve best execution or aggregate trades, which could result in higher transaction costs or less favorable execution. Trade Aggregation We may aggregate transactions for multiple client accounts when doing so is consistent with our duty to seek best execution. When aggregated, trades are allocated fairly and equitably among participating accounts. ADV Part 2A – Firm Brochure Page 10 Dark Horse Advisors, LLC  Item 13: Review of Accounts or Financial Plans Portfolio Management Accounts Client accounts are reviewed on an ongoing basis by our Investment Adviser Representatives. Reviews are conducted at least annually and may occur more frequently based on factors such as market conditions, changes in client circumstances, or specific client requests. Clients generally do not receive written reports unless specifically requested. Updates are typically provided during periodic client meetings or upon request. Financial Planning and Consulting Financial planning and consulting engagements are generally not ongoing. Reviews are not conducted unless the client engages us for additional services or requests a review. Clients may request additional consultations to review or update their financial plan based on changes in their financial situation or objectives. Retirement Plan Services For clients receiving ongoing retirement plan services, accounts and plan investments are reviewed on a periodic basis as outlined in the applicable agreement. Written or verbal reports are provided as agreed upon with the plan sponsor. Additional reviews or services may be provided upon request. Item 14: Client Referrals & Other Compensation Legacy Solicitor Arrangement The firm continues to receive compensation in the form of a fee share from certain client accounts that were introduced under a prior solicitor arrangement before 2023. These arrangements are no longer active for new clients. Referral Arrangements DHPW may enter into referral arrangements with independent promoters in the future. If such arrangements are utilized, they will be structured in accordance with Rule 206(4)-1 under the Investment Advisers Act of 1940. Any such promoter would be compensated from our advisory fees and not through any additional charge to the client. All required disclosures, including the nature of the relationship and compensation, will be provided to clients at the time of the referral. Affiliated Referrals As described in Item 10, certain associated persons of the firm are affiliated with Dark Horse CPAs under common control. The firms share revenue and have an economic incentive to refer clients to one another. In addition, certain associated persons may receive additional compensation, including bonuses, based on client referrals or introductions. These arrangements create a conflict of interest, as such individuals have an incentive to recommend the services of the firm or its affiliates. Clients are not obligated to engage the firm or any affiliated entity and may choose any service provider of their choosing. These referral activities are not structured as formal third-party solicitor or promoter arrangements. ADV Part 2A – Firm Brochure Page 11 Dark Horse Advisors, LLC  Item 15: Custody DHPW does not maintain custody of client funds or securities. Client assets are maintained with a qualified custodian, which provides account statements directly to clients at least quarterly. DHPW may be deemed to have limited custody of client assets in certain circumstances, such as when clients authorize the firm to deduct advisory fees directly from their accounts. Such authority is granted through the client agreement. DHPW may also be deemed to have limited custody when a client authorizes the firm to transfer funds to a third party pursuant to a standing letter of authorization. In such cases, DHPW follows applicable regulatory guidance and works with the qualified custodian to ensure appropriate safeguards and client protections are in place. Clients should carefully review the account statements they receive directly from their qualified custodian. If DHPW provides account reports, clients should compare those reports to the statements received from the qualified custodian. Item 16: Investment Discretion Clients may grant DHPW discretionary authority to manage their accounts by providing written authorization in the investment advisory agreement. When discretionary authority is granted, DHPW is authorized to determine the securities to be bought or sold and the amount of securities to be traded without obtaining prior client consent for each transaction. In certain cases, clients may impose reasonable restrictions on discretionary authority, which will be agreed to in writing. For accounts where discretionary authority is not granted, DHPW will obtain client approval prior to executing transactions. Item 17: Voting Client Securities DHPW does not accept authority to vote client securities. Clients will receive proxies or other solicitations directly from their custodian or transfer agent. In the event proxy materials are sent to DHPW, we will promptly forward them to the client and request that such materials be sent directly to the client in the future. Clients may contact us with any questions regarding proxy voting or other solicitations. Item 18: Financial Information DHPW is not required to provide financial information in this Brochure because: • The firm does not require or solicit prepayment of fees of $1,200 or more per client, six months or more in advance. • The firm does not have a financial condition that is reasonably likely to impair its ability to meet its contractual commitments to clients. • The firm has not been the subject of a bankruptcy petition at any time during the past ten years. ADV Part 2A – Firm Brochure Page 12 Dark Horse Advisors, LLC