GEARHART & ASSOCIATES

GEARHART & ASSOCIATES FORM ADV PART 2A BROCHURE Item 1 – Cover Page 8044 Montgomery Road, Suite 450 Cincinnati, Ohio 45236 513-985-3450 www.gearhart-assoc.com by telephone at (513) 832-5385 or by email This brochure provides information about the qualifications and business practices of Atlas Wealth LLC, doing business as Gearhart & Associates (“Gearhart & Associates”). If you have any questions regarding the contents of this brochure, please do not hesitate to contact our Chief Compliance Officer, Andy Armstong, at andrew.armstrong@dinsmorecomplianceservices.com. The information in this brochure has not been approved or verified by the United States Securities and Exchange Commission or by any state securities authority. information about Gearhart & Associates is available on Gearhart & Associates is a registered investment adviser. Registration with the United States Securities and Exchange Commission or any state securities authority does not imply a certain level of skill or training. Additional the SEC’s website at www.adviserinfo.sec.gov. April 16, 2026  Item 2 – Material Changes Form ADV Part 2A requires registered investment advisers to amend their brochure when information becomes materially inaccurate. If there are any material changes to an adviser’s disclosure brochure, the adviser is required to notify you and provide you with a description of the material changes. Since our last annual submission of the 2A brochure on March 9, 2026, the following material changes have been made to this brochure: Cover Page – Gearhart & Associates moved to a new home office address.  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 and Compensation ................................................................................................................... 6 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 .............................................................................................................. 14 Item 10 – Other Financial Industry Activities and Affiliations .................................................................. 14 Item 11 – Code of Ethics, Participation or Interest in Client Transactions ................................................. 14 Item 12 – Brokerage Practices .................................................................................................................... 15 Item 13 – Review of Accounts .................................................................................................................... 19 Item 14 – Client Referrals and Other Compensation .................................................................................. 20 Item 15 – Custody ....................................................................................................................................... 21 Item 16 – Investment Discretion ................................................................................................................. 21 Item 17 – Voting Client Securities .............................................................................................................. 21 Item 18 – Financial Information ................................................................................................................. 22  Gearhart & Associates Disclosure Brochure Item 4 - Advisory Business A. Description of the Advisory Firm Atlas Wealth LLC, doing business as Gearhart & Associates (“Gearhart & Associates” or the “Firm”) is a limited liability company organized in the State of Ohio. Gearhart & Associates is an investment advisory firm registered with the United States Securities and Exchange Commission (“SEC”). Gearhart & Associates is majority owned by Kyle Gearhart. B. Types of Advisory Services Gearhart & Associates provides personalized discretionary and non-discretionary investment management services to individuals, including high net worth individuals, and entities, including, but not limited to, family offices, trusts, estates, private foundations, and qualified retirement plans. In addition, the Firm may provide financial planning services on a stand alone basis or as part of the investment management services provided to clients. Investment Management Services Gearhart & Associates offers investment management services on a discretionary basis and non- discretionary basis. All investment advice provided is customized to each client’s investment objectives and financial needs. The information provided by the client, together with any other information relating to the client’s overall financial circumstances, will be used by Gearhart & Associates to determine the appropriate portfolio asset allocation and investment strategy for the client. The securities utilized by Gearhart & Associates for investment in client accounts mainly consist of registered mutual funds, including closed-end funds, and exchange traded funds (ETFs), but we will also invest in equity securities, corporate bonds, REITS, Private Funds, and other illiquids, among others, if we determine such investments fit within a client’s objectives and are in the best interest of our clients. Gearhart & Associates may further recommend to clients that all or a portion of their investment portfolio be managed on a discretionary basis by one or more unaffiliated money managers or investment platforms (“External Managers”). The client may be required to enter into a separate agreement with the External Manager(s), which will set forth the terms and conditions of the client’s engagement of the External Manager. Gearhart & Associates generally renders services to the client relative to the discretionary selection of External Managers. Gearhart & Associates also assists in establishing the client’s investment objectives for the assets managed by External Managers, monitors and reviews the account performance and defines any restrictions on the account. The investment management fees charged by the designated External Managers, together with the fees charged by the corresponding designated broker-dealer/custodian of the client’s assets, are exclusive of, and in addition to, the annual advisory fee charged by Gearhart & Associates. 4  Gearhart & Associates Disclosure Brochure Investment Management Services to Retirement Plans Gearhart & Associates offers discretionary and non-discretionary advisory services to qualified plans, including 401k plans. These services include, depending upon the needs of the plan client, recommending, or for discretionary clients selecting, investment options for plans to offer to participants, ongoing monitoring of a plan’s investment options, assisting plan fiduciaries in creating and/or updating the plan’s written investment policy statements, working with plan service providers, and providing general investment education to plan participants. Financial Planning and Consulting Services Gearhart & Associates offers personal financial planning services to set forth goals, objectives and implementation strategies for clients over the long-term. Our recommendations for retirement planning, educational planning, estate planning, cash flow planning, tax planning and insurance needs and analysis will depend upon individual client requirements. Clients should notify us promptly anytime there is a change in their financial situation, goals, objectives, or needs and/or if there is any change to the financial information initially provided to us Clients are under no obligation to implement any of the recommendations provided. However, should a client decide to proceed with the implementation of the investment recommendations then the client can either have Gearhart & Associates implement those recommendations or utilize the services of any investment adviser or broker-dealer of their choice. Gearhart & Associates cannot provide any guarantees or promises that a client’s financial goals and objectives will be met. Fiduciary Status for Retirement Plan Accounts Gearhart & Associates is a fiduciary under the Employment Retirement Income Security Act of 1974, as amended (“ERISA”) with respect to investment management services and investment advice provided to ERISA plan clients, including ERISA plan participants. Gearhart & Associates is also a fiduciary under the Internal Revenue Code (the “IRC”) with respect to investment management services and investment advice provided to ERISA plans, ERISA plan participants, individual retirement accounts and individual retirement account owners (collectively “Retirement Account Clients”). As such, Gearhart & Associates is subject to specific duties and obligations under ERISA and the IRC, that include, among other things, prohibited transaction rules which are intended to prohibit fiduciaries from acting on conflicts of interest. When a fiduciary gives advice in which it has a conflict of interest, the fiduciary must either avoid or eliminate the conflict or rely upon a prohibited transaction exemption (a “PTE”). C. Client-Tailored Advisory Services Clients may impose reasonable restrictions on the management of their accounts if Gearhart & Associates determines, in its sole discretion, that the conditions would not materially impact the performance of a management strategy or prove overly burdensome for Gearhart & Associates’s management efforts. 5  Gearhart & Associates Disclosure Brochure D. Information Received From Clients Gearhart & Associates will not assume any responsibility for the accuracy of the information provided by clients. Gearhart & Associates is not obligated to verify any information received from a client or other professionals (e.g., attorney, accountant) designated by a client, and Gearhart & Associates is expressly authorized by the client to rely on such information provided. Under all circumstances, clients are responsible for promptly notifying Gearhart & Associates in writing of any material changes to the client’s financial situation, investment objectives, time horizon, or risk tolerance. E. Assets Under Management Gearhart & Associates currently has $872,588,664 in assets under management, all of which are discretionary. Item 5 - Fees and Compensation Gearhart & Associates charges fees based on a percentage of assets under management as well as fixed fees, depending on the particular types of services to be provided. The specific fees charged by Gearhart & Associates for services provided will be set forth in each client’s Agreement. A. Investment Management and Financial Planning Services Fees for Investment Management Services Gearhart & Associates charges an annual advisory fee that is agreed upon with each client and set forth in an agreement executed by Gearhart & Associates and the client. If fixed, the advisory fee will be specified on the fee schedule as set forth in the agreement executed by Gearhart & Associates and the client. If based on a percentage of the value of assets under management, the advisory fee for the initial quarter shall be paid, on a pro rata basis, in arrears, based on the asset value of the client’s accounts at the end of such initial quarter. For subsequent quarters, the advisory fee shall be paid, in advance, based on the asset value of the client’s accounts as of the last business day of the preceding quarter as provided by third-party sources, such as pricing services, custodians, fund administrators, and client-provided sources. For purposes of fee calculation, the asset value of client accounts include cash and cash equivalents. Following is Gearhart & Associates’s asset based fee schedule for Investment Management Services: FEE SCHEDULE Market Value of Assets Rate Up to $500,000 2.00% $500,001 to $1,000,000 1.75% $1,000,001 to $2,500,000 1.50% $2,500,001 to 5,000,000 1.25% $5,000,001 and above 1.00% 6  Gearhart & Associates Disclosure Brochure The percentage for the highest range of Managed Asset value achieved applies to all Managed Assets, not just Managed Assets within that range. Notwithstanding the foregoing, Gearhart & Associates and the client may choose to negotiate an annual advisory or financial planning only fee that varies from the schedule and ranges set forth above. Factors upon which a different annual advisory or financial planning fee may be based include, but are not limited to, the size and nature of the relationship, the services rendered, the nature and complexity of the products and investments involved, time commitments, and travel requirements. The investment management services fee charged by the Firm will apply to all of the client’s assets under management, unless specifically excluded in the client agreement. The investment management services fee may include the financial planning services described above. Although Gearhart & Associates believes that its fees are competitive, clients should understand that lower fees for comparable services may be available from other sources and firms. The investment advisory agreement between Gearhart & Associates and the client may be terminated at will by either Gearhart & Associates or the client upon written notice. Gearhart & Associates does not impose termination fees when the client terminates the investment advisory relationship, except when agreed upon in advance. B. Payment of Fees Gearhart & Associates generally deducts its investment management services fee from a client’s investment account(s) held at his/her custodian. Upon engaging Gearhart & Associates to manage such account(s), a client grants Gearhart & Associates this limited authority through a written instruction to the custodian of his/her account(s). The client is responsible for verifying the accuracy of the calculation of the investment management services fee; the custodian will not determine whether the fee is accurate or properly calculated. See Section A herewith for further information on fee billing. A client may utilize the same procedure for financial planning fees if the client has investment accounts held at a custodian. Although clients generally are required to have their investment management services fees deducted from their accounts, in some cases, Gearhart & Associates will directly bill a client for investment management services fees if it determines that such billing arrangement is appropriate given the circumstances. The custodian of the client’s accounts provides each client with a statement, at least quarterly, indicating separate line items for all amounts disbursed from the client's account(s), including any fees paid directly to Gearhart & Associates. Clients may make additions to and withdrawals from their account at any time, subject to Gearhart & Associates’s right to terminate an account. Additions may be in cash or securities provided that the Firm reserves the right to liquidate transferred securities or decline to accept particular securities into a client’s account. Clients may withdraw account assets at any time on notice to Gearhart & Associates, subject to the usual and customary securities settlement procedures. However, the Firm generally designs its portfolios 7  Gearhart & Associates Disclosure Brochure as long-term investments and the withdrawal of assets may impair the achievement of a client’s investment objectives. Gearhart & Associates may consult with its clients about the options and implications of transferring securities. Clients are advised that when transferred securities are liquidated, they may be subject to transaction fees, short-term redemption fees, fees assessed at the mutual fund level (e.g. contingent deferred sales charges) and/or tax ramifications. C. Clients Responsible for Fees Charged by Financial Institutions and External Money Managers In connection with Gearhart & Associates’s management of an account, a client will incur fees and/or expenses separate from and in addition to Gearhart & Associates’s advisory fee. These additional fees may include transaction charges and the fees/expenses charged by any custodian, subadvisor, mutual fund, ETF, separate account manager (and the manager’s platform manager, if any), limited partnership, or other advisor, transfer taxes, odd lot differentials, exchange fees, interest charges, ADR processing fees, and any charges, taxes or other fees mandated by any federal, state or other applicable law, retirement plan account fees (where applicable), margin interest, brokerage commissions, mark-ups or mark-downs and other transaction-related costs, electronic fund and wire fees, and any other fees that reasonably may be borne by a brokerage account. For External Managers, clients should review each manager’s Form ADV 2A disclosure brochure and any contract they sign with the External Manager (in a dual contract relationship). The client is responsible for all such fees and expenses. Please see Item 12 of this brochure regarding brokerage practices. D. Prepayment of Fees As noted in Item 5(B) above, Gearhart & Associates’s advisory fees generally are paid in advance. Upon the termination of a client’s advisory relationship, Gearhart & Associates will issue a refund equal to any unearned management fee for the remainder of the quarter. The client may specify how he/she would like such refund issued (i.e., a check sent directly to the client or a check sent to the client’s custodian for deposit into his/her account). E. Outside Compensation for the Sale of Securities or Other Investment Products to Clients Gearhart & Associates does not buy or sell securities and does not receive any compensation for securities transactions in any client account, other than the investment advisory fees noted above. Item 6 - Performance-Based Fees and Side-by-Side Management Gearhart & Associates does not charge performance-based fees or participate in side-by-side management. Performance-based fees are fees that are based on a share of a capital gains or capital appreciation of a client’s account. Side-by-side management refers to the practice of managing accounts that are charged performance-based fees while at the same time managing accounts that are not charged performance-based fees. Gearhart & Associates’s fees are calculated as described in Item 5 above. 8  Gearhart & Associates Disclosure Brochure Item 7 - Types of Clients Gearhart & Associates offers investment management and financial planning services to individuals, including high net worth individuals, families, family offices, trusts, businesses, charitable foundations, and retirement/profit-sharing plans. Gearhart & Associates does not impose a minimum portfolio size or a minimum initial investment to open an account. However, Gearhart & Associates does reserve the right to accept or decline a potential client for any reason in its sole discretion. Item 8 - Methods of Analysis, Investment Strategies, and Risk of Loss A. Methods of Analysis and Risk of Loss A primary step in Gearhart & Associates’s investment strategy is getting to know the clients – to understand their financial condition, risk profile, investment goals, tax situation, liquidity constraints – and assemble a complete picture of their financial situation. To aid in this understanding, Gearhart & Associates offers clients financial planning that is highly customized and tailored. This comprehensive approach is integral to the way that Gearhart & Associates does business. Once Gearhart & Associates has a true understanding of its clients’ needs and goals, the investment process can begin, and the Firm can recommend strategies and investments that it believes are aligned with the client’s goals and risk profile. Gearhart & Associates primarily employs fundamental analysis methods in developing investment strategies for its clients. Research and analysis from Gearhart & Associates is based on numerous sources, including third-party research materials and publicly-available materials, such as company annual reports, prospectuses, and press releases. Gearhart & Associates generally employs a long-term investment strategy for its clients, as consistent with their financial goals. At times, the Firm 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. Client portfolios with similar investment objectives and asset allocation goals may own different securities and investments. The client’s portfolio size, tax sensitivity, desire for simplicity, income needs, long-term wealth transfer objectives, time horizon and choice of custodian are all factors that influence Gearhart & Associates’s investment recommendations. Investing in securities involves a risk of loss. A client can lose all or a substantial portion of his/her investment. A client should be willing to bear such a loss. Some investments are intended only for sophisticated investors and can involve a high degree of risk. B. Material Risks Involved Investing in securities involves a significant risk of loss which clients should be prepared to bear. Gearhart & Associates’s investment recommendations are subject to various market, currency, economic, political and business risks, and such investment decisions will not always be profitable. Clients should be aware 9  Gearhart & Associates Disclosure Brochure that there may be a loss or depreciation to the value of the client’s account. There can be no assurance that the client’s investment objectives will be obtained and no inference to the contrary should be made. Generally, the market value of equity stocks will fluctuate with market conditions, and small- stock prices generally will fluctuate more than large-stock prices. The market value of fixed income securities will generally fluctuate inversely with interest rates and other market conditions prior to maturity. Fixed income securities are obligations of the issuer to make payments of principal and/or interest on future dates, and include, among other securities: bonds, notes and debentures issued by corporations; debt securities issued or guaranteed by the U.S. government or one of its agencies or instrumentalities, or by a non-U.S. government or one of its agencies or instrumentalities; municipal securities; and mortgage-backed and asset- backed securities. These securities may pay fixed, variable, or floating rates of interest, and may include zero coupon obligations and inflation-linked fixed income securities. The value of longer duration fixed income securities will generally fluctuate more than shorter duration fixed income securities. Investments in overseas markets also pose special risks, including currency fluctuation and political risks, and it may be more volatile than that of a U.S. only investment. Such risks are generally intensified for investments in emerging markets. In addition, there is no assurance that a mutual fund or ETF will achieve its investment objective. Past performance of investments is no guarantee of future results. Additional risks involved in the securities recommended by Gearhart & Associates include, among others: • Stock market risk, which is the chance that stock prices overall will decline. The market value of equity securities will generally fluctuate with market conditions. Stock markets tend to move in cycles, with periods of rising prices and periods of falling prices. Prices of equity securities tend to fluctuate over the short term as a result of factors affecting the individual companies, industries or the securities market as a whole. Equity securities generally have greater price volatility than fixed income securities. • • Sector risk, which is the chance that significant problems will affect a particular sector, or that returns from that sector will trail returns from the overall stock market. Daily fluctuations in specific market sectors are often more extreme than fluctuations in the overall market. Issuer risk, which is the risk that the value of a security will decline for reasons directly related to the issuer, such as management performance, financial leverage, and reduced demand for the issuer's goods or services. • Non-diversification risk, which is the risk of focusing investments in a small number of issuers, industries or foreign currencies, including being more susceptible to risks associated with a single economic, political or regulatory occurrence than a more diversified portfolio might be. • Value investing risk, which is the risk that value stocks not increase in price, not issue the anticipated stock dividends, or decline in price, either because the market fails to recognize the stock’s intrinsic value, or because the expected value was misgauged. If the market does not recognize that the securities are undervalued, the prices of those securities might not appreciate as anticipated. They also may decline in price even though in theory they are already undervalued. Value stocks are typically less volatile than growth stocks, but may lag behind growth stocks in an up market. • Smaller company risk, which is the risk that the value of securities issued by a smaller company will go up or down, sometimes rapidly and unpredictably as compared to more widely held 10  Gearhart & Associates Disclosure Brochure securities. Investments in smaller companies are subject to greater levels of credit, market and issuer risk. • • Foreign (non-U.S.) investment risk, which is the risk that investing in foreign securities result in the portfolio experiencing more rapid and extreme changes in value than a portfolio that invests exclusively in securities of U.S. companies. Risks associated with investing in foreign securities include fluctuations in the exchange rates of foreign currencies that may affect the U.S. dollar value of a security, the possibility of substantial price volatility as a result of political and economic instability in the foreign country, less public information about issuers of securities, different securities regulation, different accounting, auditing and financial reporting standards and less liquidity than in the U.S. markets. Interest rate risk, which is the chance that prices of fixed income securities decline because of rising interest rates. Similarly, the income from fixed income securities may decline because of falling interest rates. • Credit risk, which is the chance that an issuer of a fixed income security will fail to pay interest and principal in a timely manner, or that negative perceptions of the issuer’s ability to make such payments will cause the price of that fixed income security to decline. • Exchange Traded Fund (ETF) risk, which is the risk of an investment in an ETF, including the possible loss of principal. ETFs typically trade on a securities exchange and the prices of their shares fluctuate throughout the day based on supply and demand, which may not correlate to their net asset values. Although ETF shares will be listed on an exchange, there can be no guarantee that an active trading market will develop or continue. Owning an ETF generally reflects the risks of owning the underlying securities it is designed to track. ETFs are also subject to secondary market trading risks. In addition, an ETF may not replicate exactly the performance of the index it seeks to track for a number of reasons, including transaction costs incurred by the ETF, the temporary unavailability of certain securities in the secondary market, or discrepancies between the ETF and the index with respect to weighting of securities or number of securities held. • Management risk, which is the risk that the investment techniques and risk analyses applied by Gearhart & Associates may not produce the desired results and that legislative, regulatory, or tax developments, affect the investment techniques available to Gearhart & Associates. There is no guarantee that a client’s investment objectives will be achieved. • • Real Estate risk, which is the risk that an investor’s investments in Real Estate Investment Trusts (“REITs”) or real estate-linked derivative instruments will subject the investor 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. An investment in REITs or real estate-linked derivative instruments subject the investor to management and tax risks. Investment Companies (“Mutual Funds”) risk, when an investor invests in mutual funds, the investor will bear additional expenses based on his/her pro rata share of the mutual fund’s operating expenses, including the management fees. The risk of owning a mutual fund generally reflects the risks of owning the underlying investments the mutual fund holds. • Commodity risk, generally commodity prices fluctuate for many reasons, including changes in market and economic conditions or political circumstances (especially of key energy-producing and consuming countries), the impact of weather on demand, levels of domestic production and 11  Gearhart & Associates Disclosure Brochure imported commodities, energy conservation, domestic and foreign governmental regulation (agricultural, trade, fiscal, monetary and exchange control), international politics, policies of OPEC, taxation and the availability of local, intrastate and interstate transportation systems and the emotions of the marketplace. The risk of loss in trading commodities can be substantial. • Cybersecurity risk, which is the risk related to unauthorized access to the systems and networks of Gearhart & Associates and its service providers. The computer systems, networks and devices used by Gearhart & Associates and service providers to us and our clients to carry out routine business operations employ a variety of protections designed to prevent damage or interruption from computer viruses, network failures, computer and telecommunication failures, infiltration by unauthorized persons and security breaches. Despite the various protections utilized, systems, networks or devices potentially can be breached. A client could be negatively impacted as a result of a cybersecurity breach. Cybersecurity breaches can include unauthorized access to systems, networks or devices; infection from computer viruses or other malicious software code; and attacks that shut down, disable, slow or otherwise disrupt operations, business processes or website access or functionality. Cybersecurity breaches cause disruptions and impact business operations, potentially resulting in financial losses to a client; impediments to trading; the inability by us and other service providers to transact business; violations of applicable privacy and other laws; regulatory fines, penalties, reputational damage, reimbursement or other compensation costs, or other compliance costs; as well as the inadvertent release of confidential information. Similar adverse consequences could result from cybersecurity breaches affecting issues of securities in which a client invests; governmental and other regulatory authorities; exchange and other financial market operators, banks, brokers, dealers and other financial institutions; and other parties. In addition, substantial costs may be incurred by those entities in order to prevent any cybersecurity breaches in the future. • Alternative Investments / Private Funds risk, investing in alternative investments is speculative, not suitable for all clients, and intended for experienced and sophisticated investors who are willing to bear the high economic risks 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 investment and none expected to develop; volatility of returns; restrictions on transferring interests in the investment; potential lack of diversification and resulting higher risk due to concentration of trading authority when a single adviser is utilized; absence of information regarding valuations and pricing; delays in tax reporting; less regulation and higher fees than mutual funds; risks associated with the operations, personnel, and processes of the manager of the funds investing in alternative investments. Closed-End Funds risk, Closed-end funds typically use a high degree of leverage. They may be diversified or non-diversified. Risks associated with closed-end fund investments include liquidity risk, credit risk, volatility and the risk of magnified losses resulting from the use of leverage. Additionally, closed-end funds may trade below their net asset value. 12  Gearhart & Associates Disclosure Brochure Structured Notes risk - o Complexity. Structured notes are complex financial instruments. Clients should understand the reference asset(s) or index(es) and determine how the note’s payoff structure incorporates such reference asset(s) or index(es) in calculating the note’s performance. This payoff calculation may include leverage multiplied on the performance of the reference asset or index, protection from losses should the reference asset or index produce negative returns, and fees. Structured notes may have complicated payoff structures that can make it difficult for clients to accurately assess their value, risk and potential for growth through the term of the structured note. Determining the performance of each note can be complex and this calculation can vary significantly from note to note depending on the structure. Notes can be structured in a wide variety of ways. Payoff structures can be leveraged, inverse, or inverse-leveraged, which may result in larger returns or losses. Clients should carefully read the prospectus for a structured note to fully understand how the payoff on a note will be calculated and discuss these issues with Gearhart & Associates. o o Market risk. Some structured notes provide for the repayment of principal at maturity, which is often referred to as “principal protection.” This principal protection is subject to the credit risk of the issuing financial institution. Many structured notes do not offer this feature. For structured notes that do not offer principal protection, the performance of the linked asset or index may cause clients to lose some, or all, of their principal. Depending on the nature of the linked asset or index, the market risk of the structured note may include changes in equity or commodity prices, changes in interest rates or foreign exchange rates, and/or market volatility. Issuance price and note value. The price of a structured note at issuance will likely be higher than the fair value of the structured note on the date of issuance. Issuers now generally disclose an estimated value of the structured note on the cover page of the offering prospectus, allowing investors to gauge the difference between the issuer’s estimated value of the note and the issuance price. The estimated value of the notes is likely lower than the issuance price of the note to investors because issuers include the costs for selling, structuring and/or hedging the exposure on the note in the initial price of their notes. After issuance, structured notes may not be re-sold on a daily basis and thus may be difficult to value given their complexity. o Liquidity. The ability to trade or sell structured notes in a secondary market is often very limited, as structured notes (other than exchange-traded notes known as ETNs) are not listed for trading on securities exchanges. As a result, the only potential buyer for a structured note may be the issuing financial institution’s broker-dealer affiliate or the broker-dealer distributor of the structured note. In addition, issuers often specifically disclaim their intention to repurchase or make markets in the notes they issue. Clients should, therefore, be prepared to hold a structured note to its maturity date, or risk selling the note at a discount to its value at the time of sale. o Credit risk. Structured notes are unsecured debt obligations of the issuer, meaning that the issuer is obligated to make payments on the notes as promised. These promises, including any principal protection, are only as good as the financial health of the structured note issuer. If the structured note issuer defaults on these obligations, investors may lose some, or all, of the 13  Gearhart & Associates Disclosure Brochure principal amount they invested in the structured notes as well as any other payments that may be due on the structured notes. Clients are advised that they should only commit assets for management that can be invested for the long term, that volatility from investing can occur, and that all investing is subject to risk. Gearhart & Associates does not guarantee the future performance of a client’s portfolio, as investing in securities involves the risk of loss that clients should be prepared to bear. Past performance of a security or a fund is not necessarily indicative of future performance or risk of loss. Use of External Managers Gearhart & Associates may select certain External Managers to manage a portion of its clients’ assets. In these situations, the success of such recommendations relies to a great extent on the External Managers’ ability to successfully implement their investment strategies. In addition, Gearhart & Associates generally may not have the ability to supervise the External Managers on a day-to-day basis. Item 9 – Disciplinary Information Registered investment advisers are required to disclose all material facts regarding any legal or disciplinary events that would be material to a client’s evaluation of the adviser and the integrity of the adviser’s management. FINRA suspended K. Kyle Gearhart for 30 business days beginning on 04/04/2016 and ending on 05/03/2016. Without admitting or denying the findings, Gearhart consented to the sanctions and to the entry of findings that while associated with Merrill Lynch, he inaccurately marked at least 47 securities transactions in at least 31 customer accounts as unsolicited, when they were, in fact, solicited transactions causing the firm's books and records to be inaccurate. Item 10 – Other Financial Industry Activities and Affiliations Recommendation of External Managers Gearhart & Associates may recommend that clients use External Managers based on clients’ needs and suitability. Gearhart & Associates does not receive separate compensation, directly or indirectly, from such External Managers for recommending that clients use their services. Gearhart & Associates does not have any other business relationships with the recommended External Managers. Item 11 – Code of Ethics, Participation or Interest in Client Transactions A. Description of Code of Ethics Gearhart & Associates has a Code of Ethics (the “Code”) which requires Gearhart & Associates’s employees (“supervised persons”) to comply with their legal obligations and fulfill the fiduciary duties owed to the Firm’s clients. Among other things, the Code of Ethics sets forth policies and procedures related to conflicts of interest, outside business activities, gifts and entertainment, compliance with insider trading laws and policies and procedures governing personal securities trading by supervised persons. 14  Gearhart & Associates Disclosure Brochure Personal securities transactions of supervised persons present potential conflicts of interest with the price obtained in client securities transactions or the investment opportunity available to clients. The Code addresses these potential conflicts by prohibiting securities trades that would breach a fiduciary duty to a client and requiring, with certain exceptions, supervised persons to report their personal securities holdings and transactions to Gearhart & Associates for review by the Firm’s Chief Compliance Officer. The Code also requires supervised persons to obtain pre-approval of certain investments, including initial public offerings and limited offerings. A principal of Gearhart & Associates has a personal investment in Strive Asset Management. This personal investment presents a conflict of interest in that the principal may have an incentive to recommend that clients invest in Strive ETF’s. Gearhart has addressed this conflict by prohibiting discretionary client investments into any ETF managed by Strive. Gearhart & Associates will provide a copy of the Code of Ethics to any client or prospective client upon request. Item 12 – Brokerage Practices A. Factors Used to Select Custodians and/or Broker-Dealers Gearhart & Associates generally recommends that its investment management clients utilize the custody and brokerage services of an unaffiliated broker/dealer custodians (a “BD/Custodian”) with which Gearhart & Associates has an institutional relationship. Currently, this includes Raymond James and Associates, Inc., member New York Stock Exchange/SIPC, which is a “qualified custodian” as that term is described in Rule 206(4)-2 of the Advisers Act. Each BD/Custodian provides custody of securities, trade execution, and clearance and settlement of transactions placed on behalf of clients by Gearhart & Associates. If your accounts are custodied at Raymond James and Associates, Inc. (“RJA”), RJA will hold your assets in a brokerage account and buy and sell securities when we instruct them to. Clients will pay fees to RJA for custody and the execution of securities transactions in their accounts. In making BD/Custodian recommendations, Gearhart & Associates will consider a number of judgmental factors, including, without limitation: 1) clearance and settlement capabilities; 2) quality of confirmations and account statements; 3) the ability of the BD/Custodian to settle the trade promptly and accurately; 4) the financial standing, reputation and integrity of the BD/Custodian; 5) the BD/Custodian’s access to markets, research capabilities, market knowledge, and any “value added” characteristics; 6) Gearhart & Associates’s past experience with the BD/Custodian; and 7) Gearhart & Associates’s past experience with similar trades. Recognizing the value of these factors, clients may pay a brokerage commission in excess of that which another broker might have charged for effecting the same transaction. In exchange for using the services of RJA, Gearhart & Associates may receive, without cost, computer software and related systems support that allows Gearhart & Associates to monitor and service its clients’ 15  Gearhart & Associates Disclosure Brochure accounts maintained with RJA. RJA also makes available to the Firm products and services that benefit the Firm but may not directly benefit the client or the client’s account. These products and services assist Gearhart & Associates in managing and administering client accounts. They include investment research, both RJA’s own and that of third parties. Gearhart & Associates may use this research to service all or some substantial number of client accounts, including accounts not maintained at RJA. In addition to investment research, RJA also makes available software and other technology that: • provide access to client account data (such as duplicate trade confirmations and account statements); facilitate trade execution and allocate aggregated trade orders for multiple client accounts; • • provide pricing and other market data; • • facilitate payment of our fees from our clients’ accounts; and assist with back-office functions, recordkeeping, and client reporting. RJA also offers other services intended to help us manage and further develop our business enterprise. These services include: educational conferences and events; • • publications and conferences on practice management and business succession; and • access to employee benefits providers, human capital consultants, and insurance providers. RJA may provide some of these services itself. In other cases, it will arrange for third-party vendors to provide the services to the Firm. RJA may also discount or waive its fees for some of these services or pay all or a part of a third party’s fees. RJA may also provide the Firm with other benefits such as occasional business entertainment of Firm personnel. The benefits received by Gearhart & Associates through its participation in the RJA custodial platform do not depend on the amount of brokerage transactions directed to RJA. In addition, there is no corresponding commitment made by Gearhart & Associates to RJA to invest any specific amount or percentage of client assets in any specific mutual funds, securities or other investment products as a result of participation in the program. While as a fiduciary, we endeavor to act in our clients’ best interests, our recommendation that clients maintain their assets in accounts at RJA will be based in part on the benefit to Gearhart & Associates of the availability of some of the foregoing products and services and not solely on the nature, cost or quality of custody and brokerage services provided by RJA. The receipt of these benefits creates a potential conflict of interest and may indirectly influence Gearhart & Associates’s choice of RJA for custody and brokerage services. Gearhart & Associates will periodically review its arrangements with the BD/Custodians and other broker- dealers against other possible arrangements in the marketplace as it strives to achieve best execution on behalf of its clients. In seeking best execution, the determinative factor is not the lowest possible cost, but whether the transaction represents the best qualitative execution, taking into consideration the full range of a broker-dealer’s services, including, but not limited to, the following: 16  Gearhart & Associates Disclosure Brochure • • • • • a broker-dealer’s trading expertise, including its ability to complete trades, execute and settle difficult trades, obtain liquidity to minimize market impact and accommodate unusual market conditions, maintain anonymity, and account for its trade errors and correct them in a satisfactory manner; a broker-dealer’s infrastructure, including order-entry systems, adequate lines of communication, timely order execution reports, an efficient and accurate clearance and settlement process, and capacity to accommodate unusual trading volume; a broker-dealer’s ability to minimize total trading costs while maintaining its financial health, such as whether a broker-dealer can maintain and commit adequate capital when necessary to complete trades, respond during volatile market periods, and minimize the number of incomplete trades; a broker-dealer’s ability to provide research and execution services, including advice as to the value or advisability of investing in or selling securities, analyses and reports concerning such matters as companies, industries, economic trends and political factors, or services incidental to executing securities trades, including clearance, settlement and custody; and a broker-dealer’s ability to provide services to accommodate special transaction needs, such as the broker-dealer’s ability to execute and account for client-directed arrangements and soft dollar arrangements, participate in underwriting syndicates, and obtain initial public offering shares. Gearhart & Associates’s clients may utilize qualified custodians other than RJA for certain accounts and assets, particularly where clients have a previous relationship with such qualified custodians. Brokerage for Client Referrals Gearhart & Associates does not select or recommend BD/Custodians based solely on whether or not it may receive client referrals from a BD/Custodian or third party. Client-Directed Brokerage Generally, in the absence of specific instructions to the contrary, for brokerage accounts that clients engage Gearhart & Associates to manage on a discretionary basis, Gearhart & Associates has full discretion with respect to securities transactions placed in the accounts. This discretion includes the authority, without prior notice to the client, to buy and sell securities for the client’s account and establish and affect securities transactions through the BD/Custodian of the client’s account or other broker-dealers selected by Gearhart & Associates. In selecting a broker-dealer to execute a client’s securities transactions, Gearhart & Associates seeks prompt execution of orders at favorable prices. A client, however, may instruct Gearhart & Associates to custody his/her account at a specific broker-dealer and/or direct some or all of his/her brokerage transactions to a specific broker-dealer. In directing brokerage transactions, a client should consider whether the commission expenses, execution, clearance, settlement 17  Gearhart & Associates Disclosure Brochure capabilities, and custodian fees, if any, are comparable to those that would result if Gearhart & Associates exercised its discretion in selecting the broker-dealer to execute the transactions. Directing brokerage to a particular broker-dealer may involve the following disadvantages to a directed brokerage client: • Gearhart & Associates’s ability to negotiate commission rates and other terms on behalf of • such clients could be impaired; such clients could be denied the benefit of Gearhart & Associates’s experience in selecting broker-dealers that are able to efficiently execute difficult trades; • opportunities to obtain lower transaction costs and better prices by aggregating (batching) • the client’s orders with orders for other clients could be limited; and the client could receive less favorable prices on securities transactions because Gearhart & Associates may place transaction orders for directed brokerage clients after placing batched transaction orders for other clients. In addition to accounts managed by Gearhart & Associates on a discretionary basis where the client has directed the brokerage of his/her account(s), certain institutional accounts may be managed by Gearhart & Associates on a non-discretionary basis and are held at custodians selected by the institutional client. The decision to use a particular custodian and/or broker-dealer generally resides with the institutional client. Gearhart & Associates endeavors to understand the trading and execution capabilities of any such custodian and/or broker-dealer, as well as its costs and fees. Gearhart & Associates may assist the institutional client in facilitating trading and other instructions to the custodian and/or broker-dealer in carrying out Gearhart & Associates’s investment recommendations. Trade Errors Gearhart & Associates’ goal is to execute trades seamlessly and in the best interests of the client. In the event a trade error occurs, Gearhart & Associates endeavors to identify the error in a timely manner, correct the error so that the client’s account is in the position it would have been had the error not occurred, and, after evaluating the error, assess what action(s) might be necessary to prevent a recurrence of similar errors in the future. Trade errors generally are corrected through the use of a “trade error” account or similar account at RJA, or another BD/Custodian, as the case may be. In the event an error is made in a client account custodied elsewhere, Gearhart & Associates works directly with the broker in question to take corrective action. In all cases, Gearhart & Associates will take the appropriate measures to return the client’s account to its intended position. B. Trade Aggregation To the extent that the Firm determines to aggregate client orders for the purchase or sale of securities, including securities in which the Firm’s supervised persons may invest, the Firm will generally do so in a fair equitable manner in accordance with applicable rules promulgated under the Advisers Act and guidance provided by the staff of the SEC and consistent with policies and procedures established by the Firm. 18  Gearhart & Associates Disclosure Brochure C. Securities Based Loans. Upon client request, Gearhart & Associates may recommend that a client apply for a securities-based loan ("SBL loan") with Raymond James Bank, N.A.A securities-based loan allows a borrower to collateralize investment assets to access cash flow. We have entered into an agreement with Raymond James that allows us to purchase down interest rates for securities-based loan for one or more clients. This arrangement presents a conflict of interest, because we may not make this benefit available to all our clients, we may not purchase as many points for all clients and can cause us to consciously or unconsciously favor certain clients over others. We will likely only purchase down interest rates or the most points for clients that are our most profitable or that we believe doing so will secure and retain their business. We mitigate this conflict of interest by requiring our Chief Compliance Officer to review and approve all decisions to purchase down interest rates consistent with our disclosures to clients and with our internal procedures. You should expect that Raymond James Bank, N.A., has compensated Raymond James & Associates, Inc, and Raymond James & Associates, Inc. will compensate Gearhart & Associates, in connection with the origination of an SBL loan based upon the amount of the loan or the outstanding balance at any time under the loan. The rate of compensation to Gearhart & Associates may differ from that of a margin loan. Because SBL loans are offered and provided by Raymond James Bank, N.A., rather than Raymond James & Associates, Inc, it is important that you thoroughly review the disclosure documents that Raymond James Bank, N.A., can provide to you before evaluating whether an SBL loan from Raymond James Bank, N.A.., is right for you. Item 13 – Review of Accounts A. Periodic Reviews Investment Management Account Reviews While investment management accounts are monitored on an ongoing basis, Gearhart & Associates’s investment adviser representatives seek to have at least one annual meeting with each client to conduct a formal review of the clients’ accounts. Accounts are reviewed for consistency with the investment strategy and other parameters set forth for the account and to determine if any adjustments need to be made. B. Other Reviews and Triggering Factors In addition to the periodic reviews described above, reviews may be triggered by changes in an account holder’s personal, tax or financial status. Other events that may trigger a review of an account are material changes in market conditions as well as macroeconomic and company- specific events. Clients are encouraged to notify Gearhart & Associates of any changes in his/her personal financial situation that might affect his/her investment needs, objectives, or time horizon. C. Regular Reports 19  Gearhart & Associates Disclosure Brochure Written brokerage statements are generated no less than quarterly and are sent directly from the qualified custodian. These reports list the account positions, activity in the account over the covered period, and other related information. Clients are also sent confirmations following each brokerage account transaction unless confirmations have been waived. Gearhart & Associates may also determine to provide account statements and other reporting to clients on a periodic basis. Gearhart & Associates also provides account reports during client meetings. Clients are urged to carefully review all custodial account statements and compare them to any statements and reports provided by Gearhart & Associates. Gearhart & Associates statements and reports may vary from custodial statements based on accounting procedures, reporting dates, or valuation methodologies of certain securities. Item 14 – Client Referrals and Other Compensation A. Economic Benefits Provided by Third Parties for Advice Rendered to Clients Gearhart & Associates does not receive benefits from third parties for providing investment advice to clients. B. Compensation to Non-Supervised Persons for Client Referrals Gearhart & Associates seeks to enter into agreements with individuals and organizations, some of whom may be affiliated or unaffiliated with Gearhart & Associates for the referral of clients to us. All such agreements will be in writing and comply with the applicable state and federal regulations. If a client is introduced to Gearhart & Associates by a solicitor, Gearhart & Associates will pay that solicitor a fee in accordance with the applicable federal and state securities law requirements. While the specific terms of each agreement may differ, generally, the compensation will be based upon Gearhart & Associates’s engagement of new clients and the retention of those clients and would be calculated using a varying percentage of the fees paid to Gearhart & Associates by such clients until the account is closed by written authorization from the client. Any such fee shall be paid solely from Gearhart & Associates’s fees, and shall not result in any additional charge to the client. Each prospective client who is referred to Gearhart & Associates under such an arrangement will receive a copy of this Brochure and a separate written disclosure document disclosing the nature of the relationship between the third party solicitor and Gearhart & Associates and the compensation that will be paid by us to the third party. The solicitor is required to obtain the client’s signature acknowledging receipt of this Brochure and the solicitor’s written disclosure statement. In any case, applicable state laws may require these persons to become licensed either as representatives of Gearhart & Associates or as an independent investment adviser. Gearhart & Associates will request that our clients acknowledge this arrangement prior to acceptance of the clients’ account. 20  Gearhart & Associates Disclosure Brochure Item 15 – Custody All clients must utilize a “qualified custodian” as detailed in Item 12. Clients are required to engage the custodian to retain their funds and securities and direct Gearhart & Associates to utilize the custodian for the client’s securities transactions. Gearhart & Associates’s agreement with clients and/or the clients’ separate agreements with the B/D Custodian may authorize Gearhart & Associates through such BD/Custodian to debit the clients’ accounts for the amount of Gearhart & Associates’s fee and to directly remit that fee to Gearhart & Associates in accordance with applicable custody rules. The BD/Custodian recommended by Gearhart & Associates has agreed to send a statement to the client, at least quarterly, indicating all amounts disbursed from the account including the amount of management fees paid directly to Gearhart & Associates. Gearhart & Associates encourages clients to review the official statements provided by the custodian, and to compare such statements with any reports or other statements received from Gearhart & Associates. For more information about custodians and brokerage practices, see “Item 12 - Brokerage Practices.” Item 16 – Investment Discretion Clients have the option of providing Gearhart & Associates with investment discretion on their behalf, pursuant to a grant of a limited power of attorney contained in Gearhart & Associates’s client agreement. By granting Gearhart & Associates investment discretion, a client authorizes Gearhart & Associates to direct securities transactions and determine which securities are bought and sold, the total amount to be bought and sold, and the costs at which the transactions will be effected. Clients may impose reasonable limitations in the form of specific constraints on any of these areas of discretion with the consent and written acknowledgement of Gearhart & Associates if Gearhart & Associates determines, in its sole discretion, that the conditions would not materially impact the performance of a management strategy or prove overly burdensome for Gearhart & Associates. See also Item 4(C), Client-Tailored Advisory Services. Item 17 – Voting Client Securities Gearhart & Associates votes proxies on behalf of our clients who have provided us with written authorization to do so. Clients may, however, choose to retain proxy voting responsibility and will receive proxies from their custodian. Gearhart & Associates has adopted proxy voting policies, procedures and guidelines designed to vote proxies efficiently and in the best interest of its clients. Gearhart & Associates seeks to identify any material conflicts of interest and to ensure that any such conflicts do not interfere with voting in clients’ best interests. Gearhart & Associates generally votes against management and with shareholder proposals, but in certain instances, Gearhart & Associates may choose to vote with management and contrary to shareholder proposals. Gearhart & Associates has retained a third-party service provider, Broadridge Investor Communication Solutions, Inc. (“Broadridge”), to assist with the voting and record-keeping of 21  Gearhart & Associates Disclosure Brochure clients’ proxy ballots. Gearhart & Associates will not vote proxies nor give advice on how to vote for shares of BXSY (Bexil Investment Trust ((Formerly DNIF-Dividend and Income Fund)). Clients will receive proxy statements directly and are solely responsible for voting this security. Clients may obtain a copy of Gearhart & Associates’ proxy voting policies and information about how Gearhart & Associates voted a client’s proxies by contacting Gearhart & Associates Chief Compliance Officer, Andy Armstrong. In addition, Gearhart & Associates has retained Broadridge to provide asset recovery services covering global class action and collection action lawsuits and regulatory disgorgements, focused on lawsuits related to securities and other financial instruments. For this service, Broadridge charges a contingency fee of 20% of the total reimbursement of assets Broadridge collects for client accounts pursuant to this service. This contingency fee amount is applicable to each client of Gearhart & Associates that participates in the Broadridge asset recovery services. Item 18 – Financial Information Gearhart & Associates is not required to disclose any financial information pursuant to this item due to the following: a) Gearhart & Associates does not require or solicit the prepayment of more than $1,200 in fees six months or more in advance of rendering services; b) Gearhart & Associates is unaware of any financial condition that is reasonably likely to impair its ability to meet its contractual commitments relating to its discretionary authority over certain client accounts; and c) Gearhart & Associates has never been the subject of a bankruptcy petition. 22