GREENBERG FINANCIAL GROUP

Greenberg Financial Group 4511 N. Campbell Avenue #255 Tucson, AZ 85718 Phone 520-544-4909 Fax 520-544-0640 www.greenbergfinancial.com March 21, 2025 This brochure provides information about the qualifications and business practices of Greenberg Financial Group. If you have any questions about the contents of this brochure, please contact us at 520-544-4909. Greenberg Financial Group is an investment advisor, registered with the Securities and Exchange Commission (SEC). An investment advisor means any person who, for compensation, engages in the business of advising others, either directly or through publications or writings, as to the value of securities or as to the advisability of investing in, purchasing, or selling securities, or who, for compensation and as part of regular business. Registration with the SEC or any state securities authority does not imply a certain level of skill or training. 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. Additional information about Greenberg Financial Group is also available on the SEC’s website at www.advisorinfo.sec.gov. Material Changes Greenberg Financial Group on December 16, 2024, filed to withdraw its registration with FINRA which was completed on February 19, 2025. Greenberg Financial Group is currently only registered as an RIA (registered investment advisor) with the SEC. 1  Table of Contents Page 3 Advisory Business Page 4 Fees and Compensation Page 5 Performance-Based Fees and Side by Side Management Page 5 Types of Clients Method of Analysis, Investment Strategies and Risk of Loss Page 5 Code of Ethics, Participation or Interest in Client Transactions and Personal Page 7 Trading Review of Accounts Client Referrals and other Compensation Custody Investment Discretion Voting Client Securities Financial Information Business Continuity, Privacy Notice Page 8 Page 9 Page 9 Page 9 Page 10 Page 10 Page 11 2  Advisory Business Firm Description Greenberg Financial Group was founded in 1985. Greenberg Financial Group is registered as an Investment Advisor with the Securities and Exchange Commission. In its capacity as a Registered Investment Advisor, the firm offers the following services to clients: Greenberg Financial Group provides personalized, confidential, investment management to individuals, 401K/pension and profit-sharing plans, trusts, estates, charitable organizations, and small businesses. Advice is provided through consultation with the client and includes determination of financial objectives, identification of financial problems, cash flow management, investment management, education funding, and retirement planning. Greenberg Financial Group does not directly or indirectly compensate for client referrals. Investment advice is provided, with the client making the final decision on investment allocation. A written evaluation of each client's initial objective and risk tolerance is provided to the client in the form of an investment profile. Periodic reviews are also communicated to provide reminders of the specific courses of action that need to be taken. More frequent internal reviews occur but are not necessarily communicated to the client unless immediate changes to strategy are recommended. Other professionals (e.g., lawyers, accountants, insurance agents, etc.) are engaged directly by the client on an as-needed basis. Conflicts of interest will be disclosed to the client in the unlikely event they should occur. The initial meeting, which may be by telephone, video conference, or in person, is free of charge and is considered an exploratory interview to determine the extent to which investment management may be beneficial to the client. Principal Owners Dean Greenberg is the principal Sole owner of the firm. Portfolio Advisory Services Greenberg Financial Group manages client portfolios on a discretionary basis. Greenberg Financial Group will have the authority to determine which securities and the amounts of securities to purchase or sell for a client without obtaining specific client consent for the transaction. The authority is subject to the client’s investment restrictions, investment objectives and risk tolerances. Assets under Management Discretionary $302,912,592. Non-discretionary $28,335,107. 3  Educational Services Radio: Greenberg Financial Group sponsors a live radio program each Saturday and Sunday morning. The show, Money Matters, reviews the stock market as a whole. Currently the show is recorded live on Friday and aired on Saturday and Sunday. There is no fee charged by Greenberg Financial Group to any listener. Radio: Each day that the stock market is open, Greenberg Financial Group provides radio “market updates” which includes an overall market summary and may include highlights of stocks with big movements and general market observations. There is no fee charged by Greenberg Financial Group to any listener of the radio station. Television: Greenberg Financial Group has two half hour shows that run on Sunday’s (Money Matters with Dean Greenberg) one in the morning and one in the evening. These shows are provided as a public service and Greenberg Financial Group is not compensated. Classes: Periodically, Greenberg Financial Group sponsors a series of investment workshops designed to educate those individuals who would like to become investors or who would like to broaden their investment experience. The classes are held in a series of sessions and are provided without cost to the attendees. The sessions are held at our main office. Social media: Greenberg Financial has a Facebook page, Instagram account, and occasionally will post an informational video on YouTube. Workshops: From time to time, Greenberg Financial Group may sponsor workshops at a location other than the principal place of business. Typically, these workshops will focus on investments and investor education, no fee will be charged to attend these workshops. Consultation Services Greenberg Financial Group provides financial planning services free of charge, utilizing financial planning and risk assessment softwares. Fees and Compensation Fee Schedule – Portfolio Management Services 1) Percentage of Assets The fee schedule will be negotiated with each client based on the client's particular circumstances, such as account size, investment objectives and portfolio composition. The annual fee charged for portfolio management services will be either directly debited from the client’s account or billed at the client’s request quarterly, in advance, on the value of the portfolio at the end of the prior quarter. Accounts opened during a quarter will be charged on a prorate basis for the partial quarter in which they are opened and will be assessed fees for the entire quarter in which they are closed. An account can be terminated by either party upon 30 days written notice to the other party. 4  A minimum account size of $250,000.00 is recommended to open a managed individual equity portfolio. Accounts of less than $250,000.00 will typically be invested in mutual funds, indexes, or our Greenberg Financial Group model portfolio. A minimum account size for Mutual Fund accounts is not imposed. The annual fee schedule that is negotiated with each client can range from: 0 (zero) to 1.5. % (one- and one-half percent) of assets This fee includes investment management services and planning services. The above fee includes all compensation to Greenberg Financial Group. The chosen Broker/Dealer and/or securities exchanges may charge additional fees that are neither compensation to Greenberg Financial Group nor the responsibility of Greenberg Financial Group. Performance-Based Fees Sharing of Capital Gains Fees are not based on a share of the capital gains or capital appreciation of managed securities. Greenberg Financial Group does not use a performance-based fee structure because of the potential conflict of interest. Performance-based compensation may create an incentive for the adviser to recommend an investment that may carry a higher degree of risk to the client. Types of Clients Greenberg Financial Group generally provides investment advice to individuals, 401k/pension and profit-sharing plans, trusts, estates, or charitable organizations, corporations, or business entities. Client relationships vary in scope and length of service. Methods of Analysis, Investment Strategies and Risk of Loss A client portfolio may be comprised of mutual fund shares, individual stocks, ETF’s, options, or bonds or a combination of these securities. Each account that is managed will have the following "strategies" applied to the account: 5  Timing: Assessment of the securities markets and how the account will be affected by broader trends and cycles. Allocation: Proper diversification among asset types, classes and industry sectors are known to lessen risk while improving portfolio performance. Proper allocation is a key to any investment portfolio. Dollar Cost Averaging (DCA): is an investment strategy where you invest a fixed amount of money at regular intervals, regardless of market conditions. This helps reduce the impact of market volatility and lowers the risk of making poor investment decisions based on short-term price movements. Typically, Greenberg Financial Group attempts to purchase securities as inexpensively as possible. Whenever a buying/accumulation opportunity presents itself, Greenberg Financial Group may purchase additional shares of a security to achieve a favorable average cost of the position for clients. Typically, Greenberg Financial Group provides portfolio management and advisory services in the following categories: A) Mutual Funds/ETFs: The firm uses non-affiliated no load mutual funds or ETFs to meet a client's stated investment goals and objectives. Mutual fund families or ETFs are primarily used in specific categories: * To meet aggressive growth needs by sector and asset switching as market movement dictates in various index funds (on a short term or intermediate term basis). * To meet conservative growth needs by sector and asset allocation, including domestic and international markets. * To meet value growth and dollar cost averaging needs (in large-cap, mid-cap and rising dividend stocks). Fixed Indexed Annuities are used by Greenberg Financial Group to limit downside risk and take advantage of potential upside gains for clients that are looking for preservation of principal. B) Managed Equity Portfolios. In this portfolio, Greenberg Financial Group will purchase for a client, mostly individual equity and/or exchange traded funds securities that meet the overall investment objectives of the client. In some cases, but only when suitable for a client, Greenberg Financial Group will recommend the client open an account which includes margin and options. In the case of options, the account will primarily sell put and call contracts, however, from time-to-time; other option strategies may be used. Greenberg Financial Group has developed a series of model portfolios which can be used individually or in combination. Depending on its objective, each portfolio may include stocks, fixed income securities, options, and/or mutual funds. Risk: Options. Clients who establish stock accounts should understand that the practice of writing options on their account’s securities, especially selling covered call options can cause the security to be "called 6  away" by the party who purchases the option. In certain situations, there may be adverse tax implications (profits or losses) to any client who participates in these types of transactions. In the case of selling put options, a client may be required to purchase the underlying stock at the put strike price, which may be substantially above the current market price of the security, causing monetary risk to the client. Risk: Margin. Greenberg Financial Group may use margin to leverage (increase buying power of an account) for clients who establish equity portfolios. Therefore, clients should understand that the establishment and maintenance of margin accounts carries financial risks, especially in down markets. Margin is, effectively, a loan from the broker/dealer custodian of the client’s account. Clients will pay their broker/custodian an interest rate on any margin balance. Typically, the available loan value is 50% of the portfolio value. A client account that is on margin must maintain 30% equity (equity in a margin account is determined by the following formula: market value- (minus) margin account = (equals equity). Should the equity value of the portfolio be less than an amount equal to 30%, the client may be required to infuse additional capital to maintain 30% equity. A request for an infusion of capital is typically called a "margin call". As the portfolio manager to a client’s account, Greenberg Financial Group will continually monitor the use, if any, of the margin buying power of the account to limit, to the extent possible, the inherent financial risks associated with margin accounts. Insurance Agency Activities: Greenberg Financial Group is registered as an insurance agent with the Arizona Department of Insurance. In its capacity as an insurance agent the firm offers variable annuity, long term care, and life insurance products to its clients. Code of Ethics, Participation or Interest in Client Transactions and Personal Trading Code of Ethics The employees of Greenberg Financial Group have committed to a Code of Ethics that is available for review by clients and prospective clients upon request. Participation or Interest in Client Transactions Greenberg Financial Group and its employees may buy or sell securities that are also held by clients. Employees may not trade their own securities ahead of client trades. Employees comply with the provisions of the Greenberg Financial Group Policies and Procedures. Personal Trading Greenberg Financial Group or persons associated with the firm may purchase or sell the same securities as customers. These individuals may also hold the same securities purchased or sold for customers. As these 7  situations represent a conflict of interest, Greenberg Financial Group has adopted written procedures to govern the securities trading activity of the firm and all employees. No person of Greenberg Financial Group may place their own interests above those of any client; no person of the firm may benefit directly or indirectly from any transaction placed on behalf of a client. No person of Greenberg Financial Group may take investment action on any security if they believe that they are in possession of material non-public information. Activity in such securities will not be taken until the information is generally available to the investing public upon reasonable inquiry. Employees of Greenberg Financial Group are required to notify the compliance officer of the firm when opening securities account for themselves, members of their immediate household, or any other account in which they have a beneficial interest. All trading activity of employees is reviewed by the compliance officer of the firm. The Chief Compliance Officer of Greenberg Financial Group is Susan Maxwell. She reviews all employee trades each quarter. Her trades are reviewed by Dean Greenberg. The personal trading reviews ensure that the personal trading of employees does not affect the markets, and that clients of the firm receive preferential treatment. Since most employee trades are small mutual fund trades or exchange-traded fund trades, the trades do not affect the securities markets. Review of accounts Greenberg Financial Group will review each managed account periodically. Client accounts are reviewed by a team of registered advisors . Accounts are reviewed based on the following criteria: account value, monies deposited or withdrawn, asset allocation, securities held and other factors as appropriate. Each account will also receive, indirectly, a continuous review of; all securities purchased or sold to clients or held by clients on a continuous basis by a team of registered advisors of the Greenberg Financial Group Investment Committee. They are assisted in this continuous review by computer monitoring and screening. The team will also monitor each account more frequently than once a month to monitor cash positions, equity pricing, option position and price movements and margin exposure, if any. Any account that has a significant drop in equity will be monitored on a continual basis by the team. A drop in equity resulting in a margin call will result in immediate action by the team. On a quarterly basis the firm generates a report to compare account performance in relationship to the S&P 500 as a benchmark to identify accounts that are under performing that index and reviews each of those accounts on an individual basis and documents the reason; withdrawals, highly appreciated stocks that can’t be sold because of client restrictions, client trades and concentrations in certain sectors are a few examples of why some accounts might not perform as others. Copies of these reviews are kept in a file with the daily trade blotters. Greenberg Financial Group currently has approximately 1,161 accounts. Greenberg Financial Group has an open-door policy with clients. Clients may call or visit the principal office of the firm and request a review of their account. Appointments will be made as quickly as possible 8  at the mutual convenience of Greenberg Financial Group and the client. There is no review fee charged to any Greenberg Financial Group client. Client Referrals and Other Compensation Incoming Referrals Greenberg Financial Group has been fortunate to receive many client referrals over the years. The referrals come from current clients, estate planning attorneys, accountants, employees, personal friends of employees and other similar sources. The firm does not compensate referring parties for these referrals. Referrals Out Greenberg Financial Group does not accept referral fees or any form of remuneration from other professionals when a prospect or client is referred to them. Custody Account Statements All assets are held by qualified custodians, which mean the custodians provide account statements directly to clients at their address of record at least quarterly. Investment Discretion Greenberg Financial Group provides portfolio management services on a discretionary basis. Discretionary authority is the authority to determine, without obtaining specific client consent, the securities and the amounts of securities to purchase or sell. Discretionary authority will be expressly provided by the client to Greenberg Financial Group. A client has the right to impose reasonable restrictions on this discretionary authority. (Typical restrictions might include a restriction of no “sin” stocks, such as those that are associated with tobacco products or alcohol, among others). Greenberg Financial Group reserves the right to terminate or not accept a client account that imposes investment restrictions that are deemed by Greenberg Financial Group as unreasonable. For example, should a client restrict the purchase of complete industry sectors thereby eliminating Greenberg Financial Group’s ability to properly diversify the portfolio, Greenberg Financial Group would request the client reevaluate the restriction or the client would not be accepted by the firm. Clients may modify their restrictions at any time by written notification to Greenberg Financial Group. Restriction modifications are deemed accepted by Greenberg Financial Group when written confirmation is provided to the client. All clients are free to select their own broker/dealer and/or custodian. Greenberg Financial Group will execute block transactions whenever possible and when advantageous to clients. The aggregation or blocking of client transactions allows an adviser to execute transactions in a more timely, equitable, and efficient manner and seeks to reduce overall commission charges to clients. Our firm's policy is to aggregate client transactions where possible and when advantageous to clients. In these instances, clients participating in any aggregated transactions will receive an average share price and 9  transaction costs will be shared equally and on a pro-rata basis. In the event transactions for an adviser, its employees or principals (“proprietary accounts”) are aggregated with client transactions, conflicts arise, and special policies and procedures must be adopted to disclose and address these conflicts. Allocation as a matter of policy, an adviser's allocation procedures must be fair and equitable to all clients with no particular group or client(s) being favored or disfavored over any other clients. Greenberg Financial Group's policy prohibits any allocation of trades in a manner that Greenberg Financial Group's proprietary accounts, affiliated accounts, or any particular client(s) or group of clients receive more favorable treatment than other client accounts. Greenberg Financial Group has adopted a clear written policy for the fair and equitable allocation of transactions, (e.g., pro-rata allocation, rotational allocation, or other means). Some clients, when establishing an advisory relationship, already have a pre-established relationship with a broker/dealer and they will instruct Greenberg Financial Group to place all transactions for the client through that broker. In the event that the client directs Greenberg Financial Group to use a particular broker, it should be understood that Greenberg Financial Group would not be able to determine commission rates and transaction charges or aggregate block transactions with those of other clients and may not achieve best execution. In addition, a disparity in commission charges may exist. Certain types of securities may not be available through a client's directed broker. Voting Client Securities Proxy Votes Greenberg Financial Group does not vote proxies on securities. Clients are expected to vote their own proxies. Proxies are either mailed or emailed to clients from RBC Custody & Clearing or a transfer agent. When assistance on voting proxies is requested, Greenberg Financial Group will provide recommendations to the Client. If a conflict of interest exists, it will be disclosed to the Client. Financial Information Financial Condition Greenberg Financial Group does not have any financial impairment that will preclude the firm from meeting contractual commitments to clients. A balance sheet is not required to be provided because Greenberg Financial Group does not serve as a custodian for client funds or securities and does not require prepayment of fees of more than $1,200 per client, and six months or more in advance. 10  Business Continuity Plan Greenberg Financial Group has a Business Continuity Plan in place that provides detailed steps to mitigate and recover from the loss of office space, communications, or services. See our website for more information. Disasters The Business Continuity Plan covers natural disasters such as earthquakes, snowstorms, hurricanes, tornados, and flooding. The Plan covers man-made disasters such as loss of electrical power, loss of water pressure, fire, bomb threat, nuclear emergency, chemical event, biological event, internet outage, railway accident and aircraft accident. Electronic files are backed up daily and archived offsite. Privacy Notice Greenberg Financial Group is committed to maintaining the confidentiality, integrity and security of the personal information that is entrusted to us. The categories of nonpublic information that we collect from you may include information about your personal finances, information about your health to the extent that it is needed for the financial planning process, information about transactions between you and third parties, and information from consumer reporting agencies, e.g., credit reports. We use this information to help you meet your personal financial goals. With your permission, we disclose limited information to attorneys, accountants, and mortgage lenders with whom you have established a relationship. You may opt out from our sharing information with these nonaffiliated third parties by notifying us at any time by telephone, mail, fax, email, or in person. With your permission, we share a limited amount of information about you with your brokerage firm in order to execute securities transactions on your behalf. We maintain a secure office to ensure that your information is not placed at unreasonable risk. We employ a firewall barrier, secure data encryption techniques and authentication procedures in our computer environment. We do not provide your personal information to mailing list vendors or solicitors. We require strict confidentiality in our agreements with unaffiliated third parties that require access to your personal information, including financial service companies, consultants, and auditors. Federal and state securities regulators may review our Company records and your personal records as permitted by law. Personally, identifiable information about you will be maintained while you are a client, and for the required period thereafter that records are required to be maintained by federal and state securities laws. After that time, information may be destroyed. We deliver this privacy notice to you annually as a statement stuffer, typically with a quarterly statement. 11