FLATROCK WEALTH PARTNERS LLC

Flatrock Wealth Partners LLC Form ADV Part 2A – Disclosure Brochure Effective: October 16, 2025 This Form ADV Part 2A (“Disclosure Brochure”) provides information about the qualifications and business practices of Flatrock Wealth Partners LLC (“Flatrock” or the “Advisor”). If you have any questions about the content of this Disclosure Brochure, please contact the Advisor at (949) 687-2615. Flatrock is a registered investment advisor with the U.S. Securities and Exchange Commission (“SEC”). The information in this Disclosure Brochure has not been approved or verified by the SEC or by any state securities authority. Registration of an investment advisor does not imply any specific level of skill or training. This Disclosure Brochure provides information about Flatrock to assist you in determining whether to retain the Advisor. Additional information about Flatrock and its Advisory Persons is available on the SEC’s website at www.adviserinfo.sec.gov by searching with the Advisor’s firm name or CRD# 321777. Flatrock Wealth Partners LLC 1301 Dove Street, Suite 910, Newport Beach, CA 92660 Phone: (949) 687-2615| https://flatrockwealth.com  Item 2 – Material Changes Form ADV 2 is divided into two parts: Part 2A (the “Disclosure Brochure”) and Part 2B (the “Brochure Supplement”). The Disclosure Brochure provides information about a variety of topics relating to an Advisor’s business practices and conflicts of interest. The Brochure Supplement provides information about the Advisory Persons of Flatrock. For convenience, the Advisor has combined these documents into a single disclosure document. Flatrock believes that communication and transparency are the foundation of its relationship with clients and will continually strive to provide you with complete and accurate information at all times. Flatrock encourages all current and prospective clients to read this Disclosure Brochure and discuss any questions you may have with the Advisor. Material Changes There have been no material changes to this Disclosure Brochure since the annual amendment filing on 3/18/2025. Future Changes From time to time, the Advisor may amend this Disclosure Brochure to reflect changes in business practices, changes in regulations or routine annual updates as required by the securities regulators. This complete Disclosure Brochure or a Summary of Material Changes shall be provided to you annually and if a material change occurs. At any time, you may view the current Disclosure Brochure on-line at the SEC’s Investment Adviser Public Disclosure website at www.adviserinfo.sec.gov by searching with the Advisor’s firm name or CRD# 321777. You may also request a copy of this Disclosure Brochure at any time by contacting the Advisor at (949) 687-2615. Flatrock Wealth Partners LLC 1301 Dove Street, Suite 910, Newport Beach CA 92660 Phone: (949) 687-2615 | https://flatrockwealth.com Page 2  Item 3 – Table of Contents Item 1 – Cover Page 1 Item 2 – Material Changes ..................................................................................................................................... 2 Item 3 – Table of Contents .................................................................................................................................... 3 Item 4 – Advisory Services ................................................................................................................................... 4 Item 5 – Fees and Compensation ......................................................................................................................... 7 Item 6 – Performance-Based Fees and Side-By-Side Management .................................................................. 8 Item 7 – Types of Clients ....................................................................................................................................... 9 Item 8 – Methods of Analysis, Investment Strategies and Risk of Loss .......................................................... 9 Item 9 – Disciplinary Information ....................................................................................................................... 12 Item 10 – Other Financial Industry Activities and Affiliations ......................................................................... 12 Item 12 – Brokerage Practices ............................................................................................................................ 13 Item 13 – Review of Accounts ............................................................................................................................ 14 Item 14 – Client Referrals and Other Compensation ........................................................................................ 15 Item 15 – Custody ................................................................................................................................................ 16 Item 16 – Investment Discretion ......................................................................................................................... 16 Item 17 – Voting Client Securities ...................................................................................................................... 16 Item 18 – Financial Information .......................................................................................................................... 16 Form ADV Part 2B – Brochure Supplement ...................................................................................................... 17 Privacy Policy ...................................................................................................................................................... 24 Flatrock Wealth Partners LLC 1301 Dove Street, Suite 910, Newport Beach CA 92660 Phone: (949) 687-2615 | https://flatrockwealth.com Page 3  Item 4 – Advisory Services A. Firm Information Flatrock Wealth Partners LLC (“Flatrock” or the “Advisor”) is a registered investment advisor registered with the SEC. Flatrock was organized as a Limited Liability Company (“LLC”) under the laws of California in April 2022 and became a registered investment advisor in June 2022. Flatrock is owned and operated by John M. West (Managing Partner, Co-Founder, and Chief Compliance Officer) and Kevin M. Winters (Managing Partner, Co-Founder). This Disclosure Brochure provides information regarding the qualifications, business practices, and the advisory services provided by Flatrock. B. Advisory Services Offered Flatrock offers wealth management services, including investment management and financial planning services, to individuals, high net worth individuals, trusts, estates, foundations, and businesses (each referred to as a “Client”). The Advisor serves as a fiduciary to Clients, as defined under the applicable laws and regulations. As a fiduciary, the Advisor upholds a duty of loyalty, fairness and good faith towards each Client and seeks to mitigate potential conflicts of interest. Flatrock's fiduciary commitment is further described in the Advisor’s Code of Ethics. For more information regarding the Code of Ethics, please see Item 11 – Code of Ethics, Participation or Interest in Client Transactions and Personal Trading. Wealth Management Services Flatrock provides customized wealth management solutions for its Clients. This is achieved through continuous personal Client contact and interaction while providing discretionary investment management and related advisory services. Flatrock works to understand and capture a household’s entire capital base including: • • • • • • Outside financial assets Human capital (future wages and bonuses) Private business holdings and rental properties Personal assets (such as primary and vacation homes) Social security and pensions and other future resources Tax situation including marginal rates, embedded capital gains, loss carry forwards, deferred compensation and other unique attributes Flatrock then seeks to understand the Client’s annual spending and other personal, family and philanthropic cash flow priorities and financial obligations. In designing the portfolio strategy, Flatrock works closely with the Client to identify their investment objectives and risk tolerance using the above information. Flatrock will then create one or more investment portfolios primarily consisting of exchange-traded funds (“ETFs”), mutual funds, and/or individual; stocks. The Advisor may also utilize private investment funds, options, and/or other types of investments, as appropriate, to meet the needs of the Client. The Advisor may allocate a portion a portion of the Client’s investment portfolio to one or more unaffiliated money managers representing a specific asset class or strategy (each herein an “Independent Manager”). The Advisor may retain other types of investments from the Client’s legacy portfolio due to fit with the overall portfolio strategy, tax-related reasons, or other reasons as identified between the Advisor and the Client. Flatrock’s investment strategies are primarily long-term focused, but the Advisor may buy, sell or re-allocate positions that have been held for less than one year to meet the objectives of the Client or due to market conditions. Flatrock will construct, implement and monitor the portfolio to ensure it meets the goals, objectives, circumstances, and risk tolerance agreed to by the Client. Each Client will have the opportunity to place reasonable restrictions on the types of investments to be held in their respective portfolio, subject to acceptance by the Advisor. Flatrock evaluates and selects investments for inclusion in Client portfolios only after applying its internal due diligence process. Flatrock may recommend, on occasion, redistributing investment allocations to diversify the portfolio. Flatrock may recommend specific positions to increase sector or asset class weightings. Flatrock Wealth Partners LLC 1301 Dove Street, Suite 910, Newport Beach CA 92660 Phone: (949) 687-2615 | https://flatrockwealth.com Page 4  Flatrock may recommend selling positions for reasons that include, but are not limited to, harvesting capital gains or losses, altering business or sector risk exposure to a specific security or class of securities, reducing overweighting of the position[s] in the portfolio, changing risk tolerance of the Client, generating cash to meet Client needs, or addressing any risk deemed unacceptable for the Client’s risk tolerance. At no time will Flatrock accept or maintain custody of a Client’s funds or securities, except for the limited authority as outlined in Item 15 – Custody. All Client assets will be managed within the designated account[s] at the Custodian, pursuant to the terms of the advisory agreement. Please see Item 12 – Brokerage Practices. Retirement Accounts – When the Advisor provides investment advice to Clients regarding individual retirement accounts (“IRAs”), the Advisor is a fiduciary within the meaning of Title I of the Employee Retirement Income Security Act (“ERISA”) and/or the Internal Revenue Code (“IRC”), as applicable, which are laws governing certain retirement accounts. When deemed to be in the Client’s best interest, the Advisor will provide investment advice to a Client regarding a distribution from an ERISA retirement account or to roll over the assets to an IRA or one IRA to another IRA, or from one type of account to another account (e.g. commission-based account to fee-based account). Such a recommendation creates a conflict of interest if the Advisor will earn a new (or increase its current) advisory fee as a result of the transaction. No client is under any obligation to roll over a retirement account to an account managed by the Advisor. Use of Independent Managers – Flatrock may recommend that a Client utilize one or more unaffiliated investment managers or investment platforms (collectively “Independent Managers”) for all or a portion of a Client’s investment portfolio. In such instances, the Client may be required to authorize and enter into an advisory agreement with the Independent Manager[s] that defines the terms in which the Independent Manager[s] will provide investment management and related services. The Advisor may also assist in the development of the initial policy recommendations and managing the ongoing Client relationship. The Advisor will perform initial and ongoing oversight and due diligence over the selected Independent Manager[s] to ensure the Independent Managers’ strategies and target allocations remain aligned with the Clients’ investment objectives and overall best interests. The Client, prior to entering into an agreement with unaffiliated investment manager[s] or investment platform[s], will be provided with the Independent Manager's Form ADV 2A (or a brochure that makes the appropriate disclosures). Prior to engaging an Independent Manager, the Advisor will perform due diligence to ensure the Independent Manager is registered or notice filed in the state in which the Client resides. Financial Planning Services – Flatrock will typically provide a variety of financial planning and consulting services to Clients as part of its wealth management services and fee. Services are offered in several areas of a Client’s financial situation, depending on their goals and objectives. Generally, such financial planning services involve preparing a formal financial plan or rendering a specific financial consultation based on the Client’s financial goals and objectives. This planning or consulting may encompass one or more areas of need, including but not limited to, investment planning, retirement planning, personal savings, education savings, and/or other areas of a Client’s financial situation. As part of the Advisor’s financial planning services, the Advisor may provide investment recommendations to outside, held-away accounts (such as deferred compensation, 401k or 529 plans) where the Advisor does not have discretionary authority nor the ability to provide continuous management or supervision. A financial plan developed for, or financial consultation rendered to the Client will usually include general recommendations for a course of activity or specific actions to be taken by the Client. For example, recommendations may be made that the Client start or revise their investment programs, commence or alter retirement savings, establish education savings and/or charitable giving programs. Flatrock does not provide accounting or legal advice and does not draft legal documents. Flatrock may refer Clients to an accountant, attorney or other specialists, as appropriate for their unique situation. For certain financial planning engagements, the Advisor will provide a written summary of the Client’s financial situation, observations, and recommendations. For consulting or ad-hoc engagements, the Advisor may not provide a written summary. Flatrock Wealth Partners LLC 1301 Dove Street, Suite 910, Newport Beach CA 92660 Phone: (949) 687-2615 | https://flatrockwealth.com Page 5  Plans or consultations are typically completed within six (6) months of contract date, assuming all information and documents requested are provided promptly. Financial planning and consulting recommendations pose a conflict between the interests of the Advisor and the interests of the Client. For example, the Advisor has an incentive to recommend that Clients engage the Advisor for investment management services or to increase the level of investment assets with the Advisor, as it would increase the amount of advisory fees paid to the Advisor. Neither the Advisor nor Mr. West and Mr. Winters sell products to Clients and do not receive any commissions. Further, Clients are not obligated to implement any recommendations made by the Advisor or maintain an ongoing relationship with the Advisor. If the Client elects to act on any of the recommendations made by the Advisor, the Client is under no obligation to implement the transaction through the Advisor. Insurance Consulting – Flatrock has a relationship with DPL Financial Partners, LLC (“DPL”). By working with DPL, Flatrock may provide insurance reviews/analyses, education, and insurance solutions in a mitigated conflict manner. DPL is a third-party provider of a platform of insurance consultancy services to SEC & State-registered investment advisers (“RIAs”) that have clients with a current or future need for insurance products. DPL offers RIAs memberships to its platform for a fixed annual fee and, through its licensed insurance agents who are also registered representatives of The Leaders Group, Inc. (“The Leaders Group”), an unaffiliated SEC registered broker-dealer and FINRA member, offers members a variety of services relating to fee-based insurance products. These services include, among others, providing members with analyses of their current methodology for evaluating client insurance needs, educating and acting as a resource to members regarding insurance products generally and specific insurance products owned by their clients or that their clients are considering purchasing, and providing members access to and product marketing support regarding fee- based products that insurers have agreed to offer to members’ clients through DPL’s platform. For providing platform services to RIAs, DPL receives service fees from the insurers that offer their fee-based products through the platform. These service fees are based on the insurance premiums received by the insurers. DPL is licensed as an insurance producer in Kentucky and other jurisdictions where required to perform the platform services. Its representatives are also licensed as insurance producers, appointed as insurance agents of the insurers offering their products through the platform, and registered representatives of The Leaders Group. C. Client Account Management Prior to engaging Flatrock to provide wealth management services, each Client is required to enter into wealth management agreement with the Advisor that defines the terms, conditions, authority and responsibilities of the Advisor and the Client. These services may include: ● Establishing an Investment Strategy – Flatrock, in connection with the Client, will develop a strategy that seeks to achieve the Client’s goals and objectives. ● Asset Allocation – Flatrock will develop a strategic asset allocation that is targeted to meet the investment objectives, time horizon, financial situation and tolerance for risk for each Client. ● Portfolio Construction – Flatrock will develop a portfolio for the Client that is intended to meet the stated goals and objectives of the Client. ● Investment Management and Supervision – Flatrock will provide investment management and ongoing oversight of the Client’s investment portfolio. D. Wrap Fee Programs Flatrock does not manage or place Client assets into a wrap fee program. Investment management services are provided directly by Flatrock. E. Assets Under Management As of February 23, 2025, Flatrock Wealth Partners manages $232,393,872 in Client assets, $222,392,855 of which are managed on a discretionary basis and $10,001,017 of which are managed on a non-discretionary basis. Clients may request more current information at any time by contacting the Advisor. Flatrock Wealth Partners LLC 1301 Dove Street, Suite 910, Newport Beach CA 92660 Phone: (949) 687-2615 | https://flatrockwealth.com Page 6  Item 5 – Fees and Compensation The following paragraphs detail the fee structure and compensation methodology for services provided by the Advisor. Each Client engaging the Advisor for services described herein shall be required to enter into a wealth management agreement with the Advisor. A. Fees for Advisory Services Wealth management fees are paid quarterly, at the end of each calendar quarter, pursuant to the terms of the wealth management agreement. Wealth management fees are based on the average daily market value of assets under management during the quarter. Wealth management fees include investment management and financial planning services as detailed in item 4.B. Wealth management fees are based on the following schedule: Annual Rate (%) Assets Under Management ($) Up to $1,000,000 $1,000,001 to $5,000,000 $5,000,001 to $10,000,000 $10,000,001 to $15,000,000 $15,000,001 to $20,000,000 $20,000,001 to $35,000,000 Over $35,000,000 1.00% 0.80% 0.65% 0.50% 0.45% 0.35% Negotiable The wealth management fee in the first quarter of service is prorated from the inception date of the account[s] to the end of the first quarter. Fees may be negotiable at the sole discretion of the Advisor. The Client’s fees will take into consideration the aggregate assets under management with the Advisor. All securities held in accounts managed by Flatrock will be independently valued by the Custodian. The Advisor will conduct periodic reviews of the Custodian’s valuation to ensure accurate billing. The Advisor’s fee is exclusive of, and in addition to any applicable securities transaction and custody fees, and other related costs and expenses described in Item 5.C below, which may be incurred by the Client. However, the Advisor shall not receive any portion of these commissions, fees, and costs. Use of Independent Managers – Fees paid by the Client to an Independent Manager are separate and in addition to the Advisor’s fee and range between 0.10% and 0.40% annually. Flatrock does not receive any compensation or fees from the Independent Manager. The Client’s overall fee will not exceed 1.50%. Insurance Consulting - Fees for insurance consulting services are charged in accordance with the Client’s wealth management services tiered fee schedule on a quarterly basis pursuant to the terms of the client agreement. Insurance consulting fees are based on the market value of assets under management in the contract. B. Fee Billing Wealth management fees are calculated by the Advisor or its delegate and deducted from the Client’s account[s] at the Custodian. The Advisor shall send an invoice to the Custodian indicating the amount of the fees to be deducted from the Client’s account[s] at the end of the respective quarter. The amount due is calculated by applying the quarterly rate (annual rate divided by 4) to the average daily market value of assets under management with Flatrock during the quarter. Clients will be provided with a statement, at least quarterly, from the Custodian reflecting deduction of the wealth management fee. In addition, the Advisor will provide the Client a report itemizing the fee, including the calculation period covered by the fee, the account value and the methodology used to calculate the fee. Clients are urged to also review and compare the statement provided by the Advisor to the brokerage statement from the Custodian, as the Custodian does not perform a verification of fees. Clients provide written authorization permitting advisory fees to be deducted by Flatrock to be paid directly from their account[s] held by the Custodian as part of the wealth management agreement and separate account forms provided by the Custodian. Flatrock Wealth Partners LLC 1301 Dove Street, Suite 910, Newport Beach CA 92660 Phone: (949) 687-2615 | https://flatrockwealth.com Page 7  Use of Independent Managers – For Clients with account[s] allocated to an Independent Manager, the Client’s fee may be separately billed or deducted from the Client’s account[s] with the respective manager. C. Other Fees and Expenses Clients may incur certain fees or charges imposed by third parties, other than Flatrock, in connection with investments made on behalf of the Client’s account[s]. The Client is responsible for all custody and securities execution fees charged by the Custodian, as applicable. The Advisor's recommended Custodian may not charge securities transaction fees for ETF and equity trades in a Client's account[s], provided that the account meets the terms and conditions of the Custodian's brokerage requirements. However, the Custodian typically charges for mutual funds and other types of investments. The fees charged by Flatrock are separate and distinct from these custody and execution fees. Clients are also responsible for fees charged by Independent Managers. In addition, all fees paid to Flatrock for wealth management services are separate and distinct from the expenses charged by mutual funds, ETFs, and private funds to their shareholders, if applicable. These fees and expenses are described in each fund’s prospectus or offering documents. These fees and expenses will generally be used to pay management fees for the funds, other fund expenses, account administration (e.g., custody, brokerage and account reporting), and a possible distribution fee. A Client may be able to invest in these products directly, without the services of Flatrock, but would not receive the services provided by Flatrock which are designed, among other things, to assist the Client in determining which products or services are most appropriate for each Client’s financial situation and objectives. Accordingly, the Client should review both the fees charged by the fund[s] and the fees charged by Flatrock to fully understand the total fees to be paid. Please refer to Item 12 – Brokerage Practices for additional information. D. Advance Payment of Fees and Termination Flatrock may be compensated for its investment management services at the end of the quarter after services are rendered. Either party may terminate the wealth management agreement, at any time, by providing advance written notice to the other party. The Client may also terminate the wealth management agreement within five (5) business days of signing the Advisor’s agreement at no cost to the Client. After the five-day period, the Client will incur charges for bona fide advisory services rendered to the point of termination and such fees will be due and payable by the Client. The Client’s wealth management agreement with the Advisor is non-transferable without the Client’s prior consent. Use of Independent Managers – Fees paid to Independent Managers may be billed in advance or arrears, pursuant to the terms of the manager’s agreement. In the event that a Client should wish to terminate their relationship with the Independent Manager, the terms for termination will be set forth in the respective agreements between the Client and that Independent Manager. Flatrock will assist the Client with the termination and transition as appropriate. E. Compensation for Sales of Securities Flatrock does not buy or sell securities to earn commissions and does not receive any compensation for securities transactions in any Client account, other than the wealth management fees noted above. Item 6 – Performance-Based Fees and Side-By-Side Management Flatrock does not charge performance-based fees for its wealth management services. The fees charged by Flatrock are as described in Item 5 above and are not based upon the capital appreciation of the funds or securities held by any Client. Flatrock does not manage any proprietary investment funds or limited partnerships (for example, a mutual fund or a hedge fund) and has no financial incentive to recommend any particular investment options to its Clients. Flatrock Wealth Partners LLC 1301 Dove Street, Suite 910, Newport Beach CA 92660 Phone: (949) 687-2615 | https://flatrockwealth.com Page 8  Item 7 – Types of Clients Flatrock offers wealth management services to individuals, high net worth individuals, trusts, estates, foundations, and businesses. Flatrock generally imposes a minimum relationship size of $5,000,000 to effectively implement its investment process. The minimum may be waived at the sole discretion of the Advisor. Item 8 – Methods of Analysis, Investment Strategies and Risk of Loss A. Methods of Analysis Flatrock utilizes a wide array of data from a number of sources to develop the Client’s investment strategy, asset class recommendations and investment manager selection. Information sources include, but are not limited to: investment data services (such as YCharts or equivalent), practitioner journals (such as the Financial Analysts Journal), SSRN, investment manager websites, commentary and interviews, financial press, index data from a variety of sources, and other sources. The Advisor may also use fundamental and technical analysis to supplement the implementation of our investment approach. Fundamental analysis utilizes economic and business indicators as investment selection criteria. This criteria consists generally of ratios and trends that may indicate the overall strength and financial viability of the entity being analyzed. Assets are deemed suitable if they meet certain criteria to indicate that they are a strong investment with a value discounted by the market. While this type of analysis helps the Advisor in evaluating a potential investment, it does not guarantee that the investment will increase in value. Assets meeting the investment criteria utilized in the fundamental analysis may lose value and may have negative investment performance. The Advisor monitors these economic indicators to determine if adjustments to strategic allocations are appropriate. More details on the Advisor’s review process are included below in Item 13 – Review of Accounts. Technical analysis involves the analysis of past market data rather than specific company data in determining the recommendations made to clients. Technical analysis may involve the use of charts to identify market patterns and trends, which may be based on investor sentiment rather than the fundamentals of the company. The primary risk in using technical analysis is that spotting historical trends may not help to predict such trends in the future. Even if the trend will eventually reoccur, there is no guarantee that Flatrock will be able to accurately predict such a reoccurrence. As noted above, Flatrock generally employs a long-term investment strategy for its Clients, as consistent with their financial goals. Flatrock will typically hold all or a portion of a security for more than a year, but may hold for shorter periods for the purpose of rebalancing a portfolio or meeting the cash needs of Clients. At times, Flatrock may also buy and sell positions that are more short-term in nature, depending on the goals of the Client and/or the fundamentals of the security, sector or asset class. B. Risk of Loss Investing in securities involves certain investment risks. Securities may fluctuate in value or lose value. Clients should be prepared to bear the potential risk of loss. Flatrock will assist Clients in determining an appropriate strategy based on their tolerance for risk and other factors noted above. However, there is no guarantee that a Client will meet their investment goals. While the methods of analysis help the Advisor in evaluating a potential investment, it does not guarantee that the investment will increase in value. Assets meeting the investment criteria utilized in these methods of analysis may lose value and may have negative investment performance. The Advisor monitors these economic indicators to determine if adjustments to strategic allocations are appropriate. More details on the Advisor’s review process are included below in Item 13 – Review of Accounts. Each Client engagement will entail a review of the Client's investment goals, financial situation, time horizon, tolerance for risk and other factors to develop an appropriate strategy for managing a Client's account. Client participation in this process, including full and accurate disclosure of requested information, is essential for the analysis of a Client's account[s]. The Advisor shall rely on the financial and other information provided by the Client Flatrock Wealth Partners LLC 1301 Dove Street, Suite 910, Newport Beach CA 92660 Phone: (949) 687-2615 | https://flatrockwealth.com Page 9  or their designees without the duty or obligation to validate the accuracy and completeness of the provided information. It is the responsibility of the Client to inform the Advisor of any changes in financial condition, goals or other factors that may affect this analysis. The risks associated with a particular strategy are provided to each Client in advance of investing Client accounts. The Advisor will work with each Client to determine their tolerance for risk as part of the financial planning and portfolio implementation process. Following are some of the risks associated with the Advisor’s investment strategies: Market Risks The value of a Client’s holdings may fluctuate in response to events specific to companies or markets, as well as economic, political, or social events in the U.S. and abroad. This risk is linked to the performance of the overall financial markets. ETF Risks The performance of ETFs is subject to market risk, including the possible loss of principal. The price of the ETFs will fluctuate with the price of the underlying securities that make up the funds. In addition, ETFs have a trading risk based on the loss of cost efficiency if the ETFs are traded actively and a liquidity risk if the ETFs has a large bid- ask spread and low trading volume. The price of an ETF fluctuates based upon the market movements and may dissociate from the index being tracked by the ETF or the price of the underlying investments. An ETF purchased or sold at one point in the day may have a different price than the same ETF purchased or sold a short time later. Interest Rate Risks Bonds are subject to specific risks, including the following: (1) interest rate risks, i.e. the risk that bond prices will fall if interest rates rise, and vice versa, the risk depends on two things, the bond's time to maturity, and the coupon rate of the bond. (2) reinvestment risk, i.e. the risk that any profit gained must be reinvested at a lower rate than was previously being earned, (3) inflation risk, i.e. the risk that the cost of living and inflation increase at a rate that exceeds the income investment thereby decreasing the investor’s real (after inflation) rate of return, (4) credit default risk, i.e. the risk associated with purchasing a debt instrument which includes the possibility of the company defaulting on its repayment obligation, (5) rating downgrades, i.e. the risk associated with a rating agency’s downgrade of the company’s rating which impacts the investor’s confidence in the company’s ability to repay its debt and (6) Liquidity Risks, i.e. the risk that a bond may not be sold as quickly as there is no readily available market for the bond. Mutual Fund Risks The performance of mutual funds is subject to market risk, including the possible loss of principal. The price of the mutual funds will fluctuate with the value of the underlying securities that make up the funds. The price of a mutual fund is typically set daily therefore a mutual fund purchased at one point in the day will typically have the same price as a mutual fund purchased later that same day. Interval Funds Risks Interval funds, a type of closed-end fund, come with specific risks that Clients should consider. Unlike open-end mutual funds, interval funds do not offer daily redemptions. Clients can only redeem shares at specified intervals (e.g., quarterly, semi-annually), which can limit access to cash when needed. These funds are exposed to market, credit, and interest rate risks, which can impact their net asset value and overall performance. Options Contracts Investments in options contracts have the risk of losing value in a relatively short period of time. Option contracts are leveraged instruments that allow the holder of a single contract to control many shares of an underlying stock. This leverage can compound gains or losses. Flatrock Wealth Partners LLC 1301 Dove Street, Suite 910, Newport Beach CA 92660 Phone: (949) 687-2615 | https://flatrockwealth.com Page 10  Real Estate Risks The risk that investments in real estate and real estate-linked securities will subject the portfolio to risks similar to those associated with direct ownership of real estate, including losses from casualty or condemnation, and changes in local and general economic conditions, supply and demand, interest rates, zoning laws, regulatory limitations on rents, property taxes and operating expenses. Further, real estate investing often involves leverage, which can lead to adverse outcomes in times of economic stress and potentially exposes investments in real estate to interest rate risk that could impact projected yields and returns. Many real estate private funds are highly illiquid and the impose multi-year lockup of Client funds. Alternative Investments Investments classified as "alternative investments" may include a broad range of underlying assets including, but not limited to, hedge funds, private equity, venture capital, and registered, publicly traded securities. Alternative investments are speculative, not suitable for all clients and intended for only experienced and sophisticated investors who are willing to bear the high risk of the investment, which can include: loss of all or a substantial portion of the investment due to leveraging, short-selling, or other speculative investment practices; lack of liquidity in that there may be no secondary market for the fund and none expected to develop; volatility of returns; potential for restrictions on transferring interest in the fund; potential lack of diversification and resulting higher risk due to concentration of trading authority with a single advisor; absence of information regarding valuations and pricing; potential for delays in tax reporting; less regulation and typically higher fees than other investment options. Investing in a fund that concentrates its investments in a few holdings may involve heightened risk and result in greater price volatility. Use of Independent Managers Flatrock may recommend the use of Independent Managers for certain Clients. Flatrock performs initial and ongoing due diligence of Independent Managers, but such recommendations rely, to a great extent, on an Independent Manager’s ability to successfully implement their investment strategy. Flatrock does not have the ability to supervise the Independent Managers on a day-to-day basis. If the Client transacts in positions held in the Account of the Independent Manager, this could materially impact the ability of the Investment Manager to execute the investment strategy. Certain Independent Managers may engage in short sales and leverage as part of their investment strategy. Short Sales A short sale involves selling a security that the Account does not own, with the expectation of buying the same security (or an exchangeable security) at a later date for a lower price. To deliver the security to the buyer, the Account must borrow it and later repurchase it. However, there is a risk that the lender may recall the loan, forcing the borrower to repurchase at inflated prices, resulting in a loss. In the United States, when making a short sale, the Account must leave the proceeds with the broker and deposit cash or marketable securities as collateral for replacing the borrowed securities. Short sales conducted on foreign exchanges are subject to local law. It's important to note that short sales carry the risk of unlimited market price increase. The extent to which the Account engages in short sales depends on the Independent Manager investment strategy and market perception. If it becomes apparent in the broader market that the Account (and other investors) have significant short positions, there is a risk that groups of investors may coordinate, through social media or other means, to drive up the price of the short position, potentially forcing holders of such positions, including the Account, to close them out. Leverage Leverage may involve borrowing, holding leveraged financial instruments, and employing products with embedded leverage, such as short sales. By utilizing leverage, the Account aims to expand its investment opportunities and increase exposure to assets. However, it's important to note that leveraging can amplify the volatility of the Account's portfolio. In adverse market conditions, the use of leverage can lead to significant losses that exceed those incurred without leverage. The Account may maintain substantial leverage relative to its capital, borrowing or employing other leverage options for various purposes, including increasing investment capacity, covering operational expenses, or facilitating transaction clearance. It's important to acknowledge that the availability and terms of borrowing arrangements or other leverage options are not guaranteed. Unfavorable economic conditions Flatrock Wealth Partners LLC 1301 Dove Street, Suite 910, Newport Beach CA 92660 Phone: (949) 687-2615 | https://flatrockwealth.com Page 11  may raise funding costs, limit access to capital markets, or cause lenders to withhold credit extensions to the Account. Past performance is not a guarantee of future returns. Investing in securities and other investments involve a risk of loss that each Client should understand and be willing to bear. Clients are reminded to discuss these risks with the Advisor. Item 9 – Disciplinary Information There are no legal, regulatory or disciplinary events involving Flatrock or its owner. Flatrock values the trust Clients place in the Advisor. The Advisor encourages Clients to perform the requisite due diligence on any advisor or service provider that the Client engages. The backgrounds of the Advisor or Advisory Persons are available on the Investment Adviser Public Disclosure website at www.adviserinfo.sec.gov by searching with the Advisor’s firm name or CRD# 321777. Item 10 – Other Financial Industry Activities and Affiliations A. Financial Registration and Affiliations Neither Flatrock nor its Supervised Persons have any registrations or affiliations with a broker-dealer, futures commission merchant, commodity pool operator, or commodity-trading advisor. B-C. Material Relationships Mr. West is a former employee and Board Member of Research Affiliates, a registered investment adviser that provides sub-advisory services to mutual funds and licenses indexes to providers of mutual funds and ETFs. Mr. West continues to hold promissory notes from Research Affiliates as part of the sale of his former equity interest in that firm. The notes are payable on a fixed schedule with fixed interest and not contingent on Research Affiliates’ future assets under management, profitability or continuation as sub-advisor or licensor. Mr. Winters is a minority, non-controlling equity owner in PIMCO. Mr. Winters’ ownership interest represents an immaterial fraction of PIMCO’s overall equity. The value of this passive interest is not linked to or affected by any investment recommendations or client activity at Flatrock. Because Flatrock may recommend or select mutual funds, ETFs, or other investment products sponsored or sub- advised by these firms, a potential conflict of interest exists in that Flatrock, or its principals, could have an indirect economic incentive to recommend such products. Flatrock addresses this conflict by maintaining a fiduciary obligation to act in each client’s best interest and by applying an objective due diligence process when selecting all investment products, without preference to any entity in which its principals have a financial interest. The due diligence process for Flatrock recommended investment funds and strategies excludes consideration of the principal’s financial relationship and relies on objective criteria The firm’s product selection is based solely on the suitability of the investment for the client’s objectives, risk tolerance, and overall financial situation. Flatrock does not receive any compensation, revenue sharing, or other financial benefit from PIMCO, Research Affiliates, or their affiliates for recommending or selecting their products. The firm’s Chief Compliance Officer monitors investment recommendations and holdings quarterly to ensure no disproportionate reliance on or recommendation of PIMCO or Research Affiliates products. All conflicts are disclosed to clients in this brochure and addressed through the firm’s Code of Ethics and supervisory oversight. D. Selection of Other Advisors Use of Independent Managers As noted in Item 4, the Client’s account[s] may be allocated one or more Independent Managers to assist with the implementation of a Client’s investment strategy. The Advisor does not receive compensation from any Independent Manager. The Advisor’s fees are detailed in Item 5.A. above. Flatrock Wealth Partners LLC 1301 Dove Street, Suite 910, Newport Beach CA 92660 Phone: (949) 687-2615 | https://flatrockwealth.com Page 12  Item 11 – Code of Ethics, Participation or Interest in Client Transactions and Personal Trading A. Code of Ethics Flatrock has implemented a Code of Ethics (the “Code”) that defines the Advisor’s fiduciary commitment to each Client. This Code applies to all persons associated with Flatrock (“Supervised Persons”). The Code was developed to provide general ethical guidelines and specific instructions regarding the Advisor’s duties to each Client. Flatrock and its Supervised Persons owe a duty of loyalty, fairness and good faith towards each Client. It is the obligation of Flatrock’s Supervised Persons to adhere not only to the specific provisions of the Code, but also to the general principles that guide the Code. The Code covers a range of topics that address employee ethics and conflicts of interest. To request a copy of the Code, please contact the Advisor at (949)687-2615. B. Personal Trading with Material Interest Flatrock allows Supervised Persons to purchase or sell the same securities that may be recommended to and purchased on behalf of Clients. Flatrock does not act as principal in any transactions. In addition, the Advisor does not act as the general partner of a fund, or advise an investment company. Flatrock does not have a material interest in any securities traded in Client accounts. C. Personal Trading in Same Securities as Clients Flatrock allows Supervised Persons to purchase or sell the same securities that may be recommended to and purchased on behalf of Clients. Owning the same securities that are recommended (purchase or sell) to Clients presents a conflict of interest that, as fiduciaries, must be disclosed to Clients and mitigated through policies and procedures. As noted above, the Advisor has adopted the Code to address insider trading (material non-public information controls); gifts and entertainment; outside business activities and personal securities reporting. When trading for personal accounts, Supervised Persons have a conflict of interest if trading in the same securities. The fiduciary duty to act in the best interest of its Clients can be violated if personal trades are made with more advantageous terms than Client trades, or by trading based on material non-public information. This risk is mitigated by conducting a coordinated review of personal accounts and the accounts of the Clients. The Advisor has also adopted written policies and procedures to detect the misuse of material, non-public information. D. Personal Trading at Same Time as Client While Flatrock allows Supervised Persons to purchase or sell the same securities that may be recommended to and purchased on behalf of Clients, such trades are typically aggregated with Client orders or traded afterwards. At no time will Flatrock, or any Supervised Person of Flatrock, transact in any security to the detriment of any Client. Item 12 – Brokerage Practices A. Recommendation of Custodian[s] Flatrock does not have discretionary authority to select the broker-dealer/custodian for custody and execution services. The Client will engage the broker-dealer/custodian (herein the "Custodian") to safeguard Client assets and authorize Flatrock to direct trades to the Custodian as agreed upon in the wealth management agreement. Further, Flatrock does not have the discretionary authority to negotiate commissions on behalf of Clients on a trade-by-trade basis. Where Flatrock does not exercise discretion over the selection of the Custodian, it may recommend the Custodian to Clients for custody and execution services. Clients are not obligated to use the recommended Custodian and will not incur any extra fee or cost from the Advisor associated with using a custodian not recommended by Flatrock. However, the Advisor may be limited in the services it can provide if the recommended Custodian is not engaged. Flatrock may recommend the Custodian based on criteria such as, but not limited to, reasonableness of commissions charged to the Client, services made available to the Client, and its reputation and/or the location of the Custodian’s offices. Flatrock Wealth Partners LLC 1301 Dove Street, Suite 910, Newport Beach CA 92660 Phone: (949) 687-2615 | https://flatrockwealth.com Page 13  Flatrock will generally recommend that Clients establish their account[s] at Charles Schwab & Co., Inc. (“Schwab”), or Fidelity Investments, Inc., both FINRA-registered broker-dealers and member SIPC. Fidelity or Schwab will serve as the Client’s “qualified custodian”. Flatrock maintains an institutional relationship with Fidelity and Schwab, whereby the Advisor receives economic benefits from Fidelity and Schwab (Please see Item 14 below.) Following are additional details regarding the brokerage practices of the Advisor: 1. Soft Dollars - Soft dollars are revenue programs offered by broker-dealers/custodians whereby an advisor enters into an agreement to place security trades with a broker-dealer/custodian in exchange for research and other services. Flatrock does not participate in soft dollar programs sponsored or offered by any broker- dealer/custodian. However, the Advisor receives certain economic benefits from the Custodian. Please see Item 14 below. 2. Brokerage Referrals - Flatrock does not receive any compensation from any third party in connection with the recommendation for establishing an account. 3. Directed Brokerage - All Clients are serviced on a “directed brokerage basis”, where Flatrock will place trades within the established account[s] at the Custodian designated by the Client. Further, all Client accounts are traded within their respective account[s]. The Advisor will not engage in any principal transactions (i.e., trade of any security from or to the Advisor’s own account) or cross transactions with other Client accounts (i.e., purchase of a security into one Client account from another Client’s account[s]). Flatrock will not be obligated to select competitive bids on securities transactions and does not have an obligation to seek the lowest available transaction costs. These costs are determined by the Custodian. B. Aggregating and Allocating Trades The primary objective in placing orders for the purchase and sale of securities for Client accounts is to obtain the most favorable net results taking into account such factors as 1) price, 2) size of the order, 3) difficulty of execution, 4) confidentiality and 5) skill required of the Custodian. Flatrock will execute its transactions through the Custodian as authorized by the Client. Flatrock may aggregate orders in a block trade or trades when securities are purchased or sold through the Custodian for multiple (discretionary) accounts in the same trading day. If a block trade cannot be executed in full at the same price or time, the securities actually purchased or sold by the close of each business day must be allocated in a manner that is consistent with the initial pre-allocation or other written statement. This must be done in a way that does not consistently advantage or disadvantage any particular Clients’ accounts. Item 13 – Review of Accounts A. Frequency of Reviews Securities in Client accounts are monitored on a regular and continuous basis. Formal reviews are generally conducted at least annually or more frequently depending on the needs of the Client. B. Causes for Reviews In addition to the investment monitoring noted in Item 13.A, each Client account shall be reviewed at least annually. Reviews may be conducted more frequently at the Client’s request. Accounts may be reviewed as a result of major changes in economic conditions, known changes in the Client’s financial situation, and/or large deposits or withdrawals in the Client’s account[s]. The Client is encouraged to notify Flatrock if changes occur in the Client’s personal financial situation that might adversely affect the Client’s investment plan. Additional reviews may be triggered by material market, economic or political events. C. Review Reports The Client will receive brokerage statements no less than quarterly from the Custodian. These brokerage statements are sent directly from the Custodian to the Client. The Client may also establish electronic access to the Custodian’s website so that the Client may view these reports and their account activity. Client brokerage statements will include all positions, transactions and fees relating to the Client’s account[s]. The Advisor may also Flatrock Wealth Partners LLC 1301 Dove Street, Suite 910, Newport Beach CA 92660 Phone: (949) 687-2615 | https://flatrockwealth.com Page 14  provide Clients with periodic reports regarding their holdings, allocations, and performance. Item 14 – Client Referrals and Other Compensation A. Compensation Received by Flatrock Flatrock is a fee-based advisory firm, that is compensated solely by its Clients and not from any investment product. Flatrock does not receive commissions or other compensation from product sponsors, broker-dealers or any un-related third party. Flatrock may refer Clients to various unaffiliated, non-advisory professionals (e.g. attorneys, accountants, estate planners) to provide certain financial services necessary to meet the goals of its Clients. Likewise, Flatrock may receive non-compensated referrals of new Clients from various third-parties. Participation in Institutional Advisor Platform Flatrock has established an institutional relationship with Fidelity to assist the Advisor in managing Client account[s]. Access to the Fidelity platform is provided at no charge to the Advisor. The Advisor receives access to software and related support without cost because the Advisor renders investment management services to Clients that maintain assets at Fidelity. The software and related systems support may benefit the Advisor, but not its Clients directly. In fulfilling its duties to its Clients, the Advisor endeavors at all times to put the interests of its Clients first. Clients should be aware, however, that the receipt of economic benefits from a Custodian creates a conflict of interest since these benefits may influence the Advisor’s recommendation of this Custodian over one that does not furnish similar software, systems support, or services. Flatrock has also established an institutional relationship with Schwab through its “Schwab Advisor Services” unit, a division of Schwab dedicated to serving independent advisory firms like Flatrock. As a registered investment advisor participating on the Schwab Advisor Services platform, Flatrock receives access to software and related support without cost because the Advisor renders investment management services to Clients that maintain assets at Schwab. Services provided by Schwab Advisor Services benefit the Advisor and many, but not all services provided by Schwab will benefit Clients. In fulfilling its duties to its Clients, the Advisor endeavors at all times to put the interests of its Clients first. Clients should be aware, however, that the receipt of economic benefits from a custodian creates a potential conflict of interest since these benefits may influence the Advisor's recommendation of this custodian over one that does not furnish similar software, systems support, or services. Services that Benefit the Client – Schwab’s institutional brokerage services include access to a broad range of investment products, execution of securities transactions, and custody of Client’s funds and securities. Through Schwab, the Advisor may be able to access certain investments and asset classes that the Client would not be able to obtain directly or through other sources. Further, the Advisor may be able to invest in certain mutual funds and other investments without having to adhere to investment minimums that might be required if the Client were to directly access the investments. Services that May Indirectly Benefit the Client – Schwab provides participating advisors with access to technology, research, discounts and other services. In addition, the Advisor receives duplicate statements for Client accounts, the ability to deduct advisory fees, trading tools, and back office support services as part of its relationship with Schwab. These services are intended to assist the Advisor in effectively managing accounts for its Clients, but may not directly benefit all Clients. Services that May Only Benefit the Advisor – Schwab also offers other services and support to Flatrock that may not benefit the Client, including: educational conferences and events, financial start-up support, consulting services and discounts for various service providers. Access to these services creates a financial incentive for the Advisor to recommend Schwab, which results in a potential conflict of interest. Flatrock believes, however, that the selection of Schwab as Custodian is in the best interests of its Clients. B. Compensation for Client Referrals The Advisor does not compensate, either directly or indirectly, any persons who are not supervised persons, for Client referrals. Flatrock Wealth Partners LLC 1301 Dove Street, Suite 910, Newport Beach CA 92660 Phone: (949) 687-2615 | https://flatrockwealth.com Page 15  Item 15 – Custody Flatrock does not accept or maintain custody of Client accounts, except for the limited circumstances outlined below: Deduction of Advisory Fees - To ensure compliance with regulatory requirements associated with the deduction of advisory fees, all Clients for whom Flatrock exercises discretionary authority must hold their assets with a "qualified custodian." Clients are responsible for engaging a “qualified custodian” to safeguard their funds and securities and must instruct Flatrock to utilize that Custodian for securities transactions on their behalf. Clients are encouraged to review statements provided by the Custodian and compare to any reports provided by Flatrock to ensure accuracy, as the Custodian does not perform this review. Money Movement Authorization - For instances where Clients authorize Flatrock to move funds between their accounts, Flatrock and the Custodian have implemented safeguards to ensure that all money movement activities are conducted strictly in accordance with the Client’s documented instructions. Item 16 – Investment Discretion Flatrock generally has discretion over the selection and amount of securities to be bought or sold in Client accounts without obtaining prior consent or approval from the Client. However, these purchases or sales may be subject to specified investment objectives, guidelines, or limitations previously set forth by the Client and agreed to by Flatrock. Discretionary authority will only be authorized upon full disclosure to the Client. The granting of such authority will be evidenced by the Client's execution of a wealth management agreement containing all applicable limitations to such authority. All discretionary trades made by Flatrock will be in accordance with each Client's investment objectives and goals. Item 17 – Voting Client Securities Flatrock does not accept proxy-voting responsibility for any Client. Clients will receive proxy statements directly from the Custodian. The Advisor will assist in answering questions relating to proxies, however, the Client retains the sole responsibility for proxy decisions and voting. Item 18 – Financial Information Neither Flatrock, nor its management, have any adverse financial situations that would reasonably impair the ability of Flatrock to meet all obligations to its Clients. Neither Flatrock, nor any of its Advisory Persons, have been subject to a bankruptcy or financial compromise. Flatrock is not required to deliver a balance sheet along with this Disclosure Brochure as the Advisor does not collect advance fees of $1,200 or more for services to be performed six months or more in the future. Flatrock Wealth Partners LLC 1301 Dove Street, Suite 910, Newport Beach CA 92660 Phone: (949) 687-2615 | https://flatrockwealth.com Page 16  Form ADV Part 2B – Brochure Supplement for John M. West Managing Partner, Co-Founder and Chief Compliance Officer Effective: October 16, 2025 This Form ADV 2B (“Brochure Supplement”) provides information about the background and qualifications of John M. West (CRD# 2967088) in addition to the information contained in the Flatrock Wealth Partners LLC (“Flatrock” or the “Advisor”, CRD# 321777) Disclosure Brochure. If you have not received a copy of the Disclosure Brochure or if you have any questions about the contents of the Flatrock Disclosure Brochure or this Brochure Supplement, please contact us at (949) 687-2615. Additional information about Mr. West is available on the SEC’s Investment Adviser Public Disclosure website at www.adviserinfo.sec.gov by searching with his full name or his Individual CRD# 2967088. Flatrock Wealth Partners LLC 1301 Dove Street, Suite 910, Newport Beach CA 92660 Phone: (949) 687-2615 | https://flatrockwealth.com Page 17  Item 2 – Educational Background and Business Experience John M. West, CFA®, born in 1973, is dedicated to advising Clients of Flatrock as a Managing Partner and Co- Founder as well as its Chief Compliance Officer. Mr. West earned a B.S. in Finance from University of Arizona in 1996. Additional information regarding Mr. West’s employment history is included below. Employment History: 04/2022 to Present Managing Partner, CoFounder, and Chief Compliance Officer, Flatrock Wealth Partners LLC Not Employed Partner, Research Affiliates, LLC Registered Representative, Foreside Financial Services, LLC Vice President of Research, Wurts & Associates 06/2021 to 03/2022 06/2006 to 05/2021 02/2021 to 05/2021 07/1996 to 6/2006 Chartered Financial Analyst™ (“CFA®”) The Chartered Financial Analyst™ (“CFA®”) charter is a professional designation established in 1962 and awarded by CFA® Institute. To earn the CFA® charter, candidates must pass three sequential, six-hour examinations over two to four years. The three levels of the CFA® Program test a wide range of investment topics, including ethical and professional standards, fixed-income analysis, alternative and derivative investments, and portfolio management and wealth planning. Also, CFA® charter holders must have at least four years of acceptable professional experience in the investment decision-making process and must commit to abide by, and annually reaffirm their adherence to the CFA® Institute Code of Ethics and Standards of Professional Conduct. CFA® is a trademark owned by CFA® Institute. Item 3 – Disciplinary Information There are no legal, civil or disciplinary events to disclose regarding Mr. West. Mr. West has never been involved in any regulatory, civil or criminal action. There have been no client complaints, lawsuits, arbitration claims or administrative proceedings against Mr. West. Securities laws require an advisor to disclose any instances where the advisor or its advisory persons have been found liable in a legal, regulatory, civil or arbitration matter that alleges violation of securities and other statutes; fraud; false statements or omissions; theft, embezzlement or wrongful taking of property; bribery, forgery, counterfeiting, or extortion; and/or dishonest, unfair or unethical practices. As previously noted, there are no legal, civil or disciplinary events to disclose regarding Mr. West. However, we do encourage you to independently view the background of Mr. West on the Investment Adviser Public Disclosure website at www.adviserinfo.sec.gov by searching with his full name or his Individual CRD# 2967088. Item 4 – Other Business Activities Mr. West also serves as a Member of the Board of Directors and Chair of the Investment Committee for the University of Arizona Foundation. Limited time during business hours is required for this activities. Item 5 – Additional Compensation Mr. West is dedicated to the wealth management activities of Flatrock’s Clients. Mr. West does not receive any additional forms of compensation from Clients. Item 6 – Supervision Mr. West serves as a Managing Partner and Co-founder as well as the Chief Compliance Officer of Flatrock. Mr. West can be reached at (949) 687-2610 . Flatrock Wealth Partners LLC 1301 Dove Street, Suite 910, Newport Beach CA 92660 Phone: (949) 687-2615 | https://flatrockwealth.com Page 18  Flatrock has implemented a Code of Ethics, an internal compliance document that guides each Supervised Person in meeting their fiduciary obligations to Clients of Flatrock. Further, Flatrock is subject to regulatory oversight by various agencies. These agencies require registration by Flatrock and its Supervised Persons. As a registered entity, Flatrock is subject to examinations by regulators, which may be announced or unannounced. Flatrock is required to periodically update the information provided to these agencies and to provide various reports regarding the business activities and assets of the Advisor. Flatrock Wealth Partners LLC 1301 Dove Street, Suite 910, Newport Beach CA 92660 Phone: (949) 687-2615 | https://flatrockwealth.com Page 19  Form ADV Part 2B – Brochure Supplement for Kevin M. Winters, CAIA®, CFP®, CIMA® Managing Partner, Co-Founder Effective: October 16, 2025 This Form ADV 2B (“Brochure Supplement”) provides information about the background and qualifications of Kevin M. Winters, CAIA®, CFP®, CIMA® (CRD# 3277677) in addition to the information contained in the Flatrock Wealth Partners LLC (“Flatrock” or the “Advisor”, CRD# 321777) Disclosure Brochure. If you have not received a copy of the Disclosure Brochure or if you have any questions about the contents of the Flatrock Disclosure Brochure or this Brochure Supplement, please contact us at (949) 687-2615. Additional information about Mr. Winters is available on the SEC’s Investment Adviser Public Disclosure website at www.adviserinfo.sec.gov by searching with his full name or his Individual CRD# 3277677. Flatrock Wealth Partners LLC 1301 Dove Street, Suite 910, Newport Beach CA 92660 Phone: (949) 687-2615 | https://flatrockwealth.com Page 20  Item 2 – Educational Background and Business Experience Kevin M. Winters, CAIA®, CFP®, CIMA®, born in 1976, is dedicated to advising Clients of Flatrock as a Managing Partner, Co-Founder. Mr. Winters earned a Bachelor’s Degree in Communications from University of Colorado at Boulder in 1998. Additional information regarding Mr. Winters’s employment history is included below. Employment History: Managing Partner, Co-Founder, Flatrock Wealth Partners LLC Executive Vice President, PIMCO LLC 08/2022 to Present 08/2006 to 09/2022 Chartered Alternative Investment Analyst™ (“CAIA®”) The CAIA® designation, recognized globally, is administered by the Chartered Alternative Investment Analyst™ Association and requires a comprehensive understanding of core and advanced concepts regarding alternative investments, structures, and ethical obligations. To qualify for the CAIA® designation, finance professionals must complete a self-directed, comprehensive course of study on risk-return attributes of institutional quality alternative assets; pass both the Level I and Level II CAIA® examinations at global, proctored testing centers; attest annually to the terms of the Member Agreement; and hold a US bachelor's degree (or equivalent) plus have at least one year of professional experience or have four years of professional experience. Professional experience includes full-time employment in a professional capacity within the regulatory, banking, financial, or related fields. Once a qualified candidate completes the CAIA® program, he or she may apply for CAIA® membership and the right to use the CAIA® designation, providing an opportunity to access ongoing educational opportunities. CERTIFIED FINANCIAL PLANNER™ (“CFP®”) The CERTIFIED FINANCIAL PLANNER™, CFP®, and federally registered CFP® (with flame design) marks (collectively, the “CFP® marks”) are professional certification marks granted in the United States by CERTIFIED FINANCIAL PLANNER™ Board of Standards, Inc. (“CFP® Board”). The CFP® certification is a voluntary certification; no federal or state law or regulation requires financial planners to hold CFP® certification. It is recognized in the United States and a number of other countries for its (1) high standard of professional education; (2) stringent code of conduct and standards of practice; and (3) ethical requirements that govern professional engagements with clients. Currently, more than 87,000 individuals have obtained CFP® certification in the United States. To attain the right to use the CFP® marks, an individual must satisfactorily fulfill the following requirements: ● Education – Complete an advanced college-level course of study addressing the financial planning subject areas that CFP Board’s studies have determined as necessary for the competent and professional delivery of financial planning services, and attain a Bachelor’s Degree from a regionally accredited United States college or university (or its equivalent from a foreign university). CFP Board’s financial planning subject areas include insurance planning and risk management, employee benefits planning, investment planning, income tax planning, retirement planning, and estate planning; ● Examination – Pass the comprehensive CFP® Certification Examination. The examination includes case studies and client scenarios designed to test one’s ability to correctly diagnose financial planning issues and apply one’s knowledge of financial planning to real-world circumstances; ● Experience – Complete at least three years of full-time financial planning-related experience (or the equivalent, measured as 2,000 hours per year); and ● Ethics – Agree to be bound by CFP Board’s Standards of Professional Conduct, a set of documents outlining the ethical and practice standards for CFP® professionals. Individuals who become certified must complete the following ongoing education and ethics requirements in order to maintain the right to continue to use the CFP® marks: ● Continuing Education – Complete 30 hours of continuing education hours every two years, including two hours on the Code of Ethics and other parts of the Standards of Professional Conduct, to maintain competence and keep up with developments in the financial planning field; and Flatrock Wealth Partners LLC 1301 Dove Street, Suite 910, Newport Beach CA 92660 Phone: (949) 687-2615 | https://flatrockwealth.com Page 21  ● Ethics – Renew an agreement to be bound by the Standards of Professional Conduct. The Standards prominently require that CFP® professionals provide financial planning services at a fiduciary standard of care. This means CFP® professionals must provide financial planning services in the best interests of their clients. CFP® professionals who fail to comply with the above standards and requirements may be subject to CFP Board’s enforcement process, which could result in suspension or permanent revocation of their CFP®. Certified Investment Management Analyst™ (“CIMA®”) The CIMA® certification signifies that an individual has met initial and ongoing experience, ethical, education, and examination requirements for investment management consulting, including advanced investment management theory and application. To earn CIMA® certification, candidates must: submit an application, pass a background check and have an acceptable regulatory history; pass an online Qualification Examination; complete an in-person or online executive education program at an AACSB® accredited university business school; pass an online Certification Examination; and have an acceptable regulatory history as evidenced by FINRA Form U-4 or other regulatory requirements and have three years of financial services experience at the time of certification. CIMA® certificates must adhere to IMCA’s Code of Professional Responsibility, Standards of Practice, and Rules and Guidelines for Use of the Marks. CIMA® designees must report 40 hours of continuing education credits, including two ethics hours every two years to maintain the certification. The designation is administered through the Investment Management Consultants Association™ (IMCA®). Item 3 – Disciplinary Information There are no legal, civil or disciplinary events to disclose regarding Mr. Winters. Mr. Winters has never been involved in any regulatory, civil or criminal action. There have been no client complaints, lawsuits, arbitration claims or administrative proceedings against Mr. Winters. Securities laws require an advisor to disclose any instances where the advisor or its advisory persons have been found liable in a legal, regulatory, civil or arbitration matter that alleges violation of securities and other statutes; fraud; false statements or omissions; theft, embezzlement or wrongful taking of property; bribery, forgery, counterfeiting, or extortion; and/or dishonest, unfair or unethical practices. As previously noted, there are no legal, civil or disciplinary events to disclose regarding Mr. Winters. However, we do encourage you to independently view the background of Mr. Winters on the Investment Adviser Public Disclosure website at www.adviserinfo.sec.gov by searching with his full name or his Individual CRD# 3277677. Item 4 – Other Business Activities Mr. Winters serves as a Co-General Partner in a private real estate LLC, Acqua Fria, LLC. The investment partnership does not anticipate any new capital or investors. Clients of Flatrock are not offered investment interests in Acqua Fria. Item 5 – Additional Compensation Mr. Winters is dedicated to the investment advisory activities of Flatrock’s Clients. Mr. Winters does not receive any additional forms of compensation from Clients. Item 6 – Supervision Mr. Winters serves as a Managing Partner, Co-Founder of Flatrock and is supervised by John West, Managing Partner, Co-Founder and Chief Compliance Officer. Mr. West can be reached at (949) 687-2610. Flatrock Wealth Partners LLC 1301 Dove Street, Suite 910, Newport Beach CA 92660 Phone: (949) 687-2615 | https://flatrockwealth.com Page 22  Flatrock has implemented a Code of Ethics, an internal compliance document that guides each Supervised Person in meeting their fiduciary obligations to Clients of Flatrock. Further, Flatrock is subject to regulatory oversight by various agencies. These agencies require registration by Flatrock and its Supervised Persons. As a registered entity, Flatrock is subject to examinations by regulators, which may be announced or unannounced. Flatrock is required to periodically update the information provided to these agencies and to provide various reports regarding the business activities and assets of the Advisor. Flatrock Wealth Partners LLC 1301 Dove Street, Suite 910, Newport Beach CA 92660 Phone: (949) 687-2615 | https://flatrockwealth.com Page 23  Privacy Policy Effective: October 16, 2025 Our Commitment to You Flatrock Wealth Partners LLC (“Flatrock” or the “Advisor”) is committed to safeguarding the use of personal information of our Clients (also referred to as “you” and “your”) that we obtain as your Investment Advisor, as described here in our Privacy Policy (“Policy”). Our relationship with you is our most important asset. We understand that you have entrusted us with your private information, and we do everything that we can to maintain that trust. Flatrock (also referred to as "we", "our" and "us”) protects the security and confidentiality of the personal information we have and implements controls to ensure that such information is used for proper business purposes in connection with the management or servicing of our relationship with you. Flatrock does not sell your non-public personal information to anyone. Nor do we provide such information to others except for discrete and reasonable business purposes in connection with the servicing and management of our relationship with you, as discussed below. Details of our approach to privacy and how your personal non-public information is collected and used are set forth in this Policy. Why you need to know? Registered Investment Advisors (“RIAs”) must share some of your personal information in the course of servicing your account. Federal and State laws give you the right to limit some of this sharing and require RIAs to disclose how we collect, share, and protect your personal information. What information do we collect from you? Driver’s license number Date of birth Social security or taxpayer identification number Assets and liabilities Name, address and phone number[s] Income and expenses E-mail address[es] Investment activity Account information (including other institutions) Investment experience and goals What Information do we collect from other sources? Custody, brokerage and advisory agreements Other advisory agreements and legal documents Transactional information with us or others Account applications and forms Investment questionnaires and suitability documents Other information needed to service account How do we protect your information? To safeguard your personal information from unauthorized access and use we maintain physical, procedural and electronic security measures. These include such safeguards as secure passwords, encrypted file storage and a secure office environment. Our technology vendors provide security and access control over personal information and have policies over the transmission of data. Our associates are trained on their responsibilities to protect Client’s personal information. We require third parties that assist in providing our services to you to protect the personal information they receive from us. Flatrock Wealth Partners LLC 1301 Dove Street, Suite 910, Newport Beach CA 92660 Phone: (949) 687-2615 | https://flatrockwealth.com Page 24  How do we share your information? An RIA shares Client personal information to effectively implement its services. In the section below, we list some reasons we may share your personal information. Basis For Sharing Do we share? Can you limit? Yes No Servicing our Clients We may share non-public personal information with non-affiliated third parties (such as administrators, brokers, custodians, regulators, credit agencies, other financial institutions) as necessary for us to provide agreed upon services to you, consistent with applicable law, including but not limited to: processing transactions; general account maintenance; responding to regulators or legal investigations; and credit reporting. No Not Shared Marketing Purposes Flatrock does not disclose, and does not intend to disclose, personal information with non-affiliated third parties to offer you services. Certain laws may give us the right to share your personal information with financial institutions where you are a customer and where Flatrock or the client has a formal agreement with the financial institution. We will only share information for purposes of servicing your accounts, not for marketing purposes. Yes Yes Authorized Users Your non-public personal information may be disclosed to you and persons that we believe to be your authorized agent[s] or representative[s]. No Not Shared Information About Former Clients Flatrock does not disclose and does not intend to disclose, non-public personal information to non-affiliated third parties with respect to persons who are no longer our Clients. Changes to our Privacy Policy We will send you a copy of this Policy annually for as long as you maintain an ongoing relationship with us. Periodically we may revise this Policy and will provide you with a revised Policy if the changes materially alter the previous Privacy Policy. We will not, however, revise our Privacy Policy to permit the sharing of non-public personal information other than as described in this notice unless we first notify you and provide you with an opportunity to prevent the information sharing. Any Questions? You may ask questions or voice any concerns, as well as obtain a copy of our current Privacy Policy by contacting us at (949) 687-2615. Flatrock Wealth Partners LLC 1301 Dove Street, Suite 910, Newport Beach CA 92660 Phone: (949) 687-2615 | https://flatrockwealth.com Page 25