Hogan Investment Counsel, LLC

Hogan Investment Counsel, LLC Form ADV Part 2A – Disclosure Brochure Effective: August 13, 2026 This Form ADV 2A (“Disclosure Brochure”) provides information about the qualifications and business practices of Hogan Investment Counsel, LLC (“Hogan” or the “Advisor”). If you have any questions about the content of this Disclosure Brochure, please contact the Advisor at (901) 590-3846. Hogan 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 Hogan to assist you in determining whether to retain the Advisor. Additional information about Hogan 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# 160186. Hogan Investment Counsel, LLC 51 Germantown Court, Suite 108, Cordova, TN 38018 Phone: (901) 590-3846 | Fax: (901) 590-3958 www.hoganinvestment.com  Item 2 – Material Changes Form ADV2 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 Advisory Persons of Hogan. For convenience, the Advisor has combined these documents into a single disclosure document. Hogan believes that communication and transparency are the foundation of its relationship and continually strives to provide you with complete and accurate information at all times. Hogan encourages all current and prospective clients to read this Disclosure Brochure and discuss any questions you may have with the Advisor. Material Changes The following material change has been made to this Disclosure Brochure since the last annual amendment filing on February 11, 2026: • For an account beginning with assets under management of less than $20,000, advisory fees will be waived. Please see Item 5 for additional information. Future Changes From time to time, the Advisor may amend this Disclosure Brochure to reflect changes in the Advisor’s 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 in the business practices of Hogan. At any time, you may view the current Disclosure Brochure online at the SEC’s Investment Adviser Public Disclosure website at www.adviserinfo.sec.gov by searching with the Advisor’s firm name or CRD# 160186. You may also request a copy of this Disclosure Brochure at any time by contacting the Advisor at (901) 590-3846. Hogan Investment Counsel, LLC 51 Germantown Court, Suite 108, Cordova, TN 38018 Phone: (901) 590-3846 | Fax: (901) 590-3958 www.hoganinvestment.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 A. Firm Information .................................................................................................................................................. 4 B. Advisory Services Offered .................................................................................................................................. 4 C. Client Account Management ............................................................................................................................... 5 D. Wrap Fee Programs ........................................................................................................................................... 5 E. Assets Under Management ................................................................................................................................ 5 Item 5 – Fees and Compensation ................................................................................................................ 5 A. Fees for Advisory Services ................................................................................................................................. 5 B. Fee Billing ........................................................................................................................................................... 6 C. Other Fees and Expenses .................................................................................................................................. 6 D. Advance Payment of Fees and Termination ....................................................................................................... 7 E. Compensation for Sales of Securities ................................................................................................................. 7 Item 6 – Performance-Based Fees and Side-By-Side Management ......................................................... 7 Item 7 – Types of Clients .............................................................................................................................. 7 Item 8 – Methods of Analysis, Investment Strategies, and Risk of Loss ................................................ 7 A. Methods of Analysis ............................................................................................................................................ 7 B. Risk of Loss ........................................................................................................................................................ 8 Item 9 – Disciplinary Information ................................................................................................................ 9 Item 10 – Other Financial Industry Activities and Affiliations .................................................................. 9 Item 11 – Code of Ethics, Participation or Interest in Client Transactions, and Personal Trading ...... 9 A. Code of Ethics ..................................................................................................................................................... 9 B. Personal Trading with Material Interest ............................................................................................................... 9 C. Personal Trading in Same Securities as Clients ............................................................................................... 10 D. Personal Trading at Same Time as Client ........................................................................................................ 10 A. Recommendation of Custodian[s] ..................................................................................................................... 10 B. Aggregating and Allocating Trades ................................................................................................................... 11 Item 13 – Review of Accounts ................................................................................................................... 11 A. Frequency of Reviews ...................................................................................................................................... 11 B. Causes for Reviews .......................................................................................................................................... 11 C. Review Reports ................................................................................................................................................. 11 Item 14 – Client Referrals and Other Compensation ............................................................................... 11 A. Compensation Received by Hogan .................................................................................................................. 11 B. Compensation for Client Referrals .................................................................................................................... 12 Item 15 – Custody ....................................................................................................................................... 12 Item 16 – Investment Discretion ................................................................................................................ 12 Item 17 – Voting Client Securities ............................................................................................................. 13 Item 18 – Financial Information ................................................................................................................. 13 Form ADV Part 2B – Brochure Supplement ............................................................................................. 14 Privacy Policy ............................................................................................................................................. 17 Hogan Investment Counsel, LLC 51 Germantown Court, Suite 108, Cordova, TN 38018 Phone: (901) 590-3846 | Fax: (901) 590-3958 www.hoganinvestment.com Page 3  Item 4 – Advisory Services A. Firm Information Hogan Investment Counsel, LLC (“Hogan” or the “Advisor”) is a registered investment advisor registered with the U.S. Securities and Exchange Commission (“SEC”). The Advisor is organized as a Limited Liability Company (“LLC”) under the laws of Tennessee. Hogan was founded in January 2011 and is owned and operated by David “Clay” Hogan, Jr. (Principal, Portfolio Manager, and Chief Compliance Officer). This Disclosure Brochure provides information regarding the qualifications, business practices, and the advisory services provided by Hogan. B. Advisory Services Offered Hogan offers investment advisory services to individuals, high net worth individuals, trusts, and estates (herein referred to as “Clients”). 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. Hogan’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.” Investment Management Services Hogan provides customized investment advisory solutions for its Clients. This is achieved through continuous personal Client contact and interaction while providing discretionary investment management and consulting services. Hogan works with each Client to identify their investment goals and objectives as well as risk tolerance and financial situation in order to create a portfolio allocation. Hogan will then construct a portfolio consisting of exchange-listed equities securities, fixed income securities, mutual funds shares, and other investments, as necessary, to achieve the Client’s investment goals. Hogan 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. Hogan’s investment approach is 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. Hogan 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 the acceptance by the Advisor. Hogan evaluates and selects securities for inclusion in Client portfolios only after applying their internal due diligence process. Hogan may recommend, on occasion, redistributing investment allocations to diversify the portfolio. Hogan may recommend specific positions to increase sector or asset class weightings. The Advisor may recommend employing cash positions as a possible hedge against market movement. Hogan may recommend selling positions for reasons that include but are not limited to harvesting capital gains or losses, business or sector risk exposure to a specific security or class of securities, overvaluation or overweighting of the position[s] in the portfolio, changes in risk tolerance of the Client, generating cash to meet Client needs, or any risk deemed unacceptable for the Client’s risk tolerance. Retirement Accounts – When the Advisor provides investment advice to Clients regarding ERISA retirement accounts or 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 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 recommend a similar transaction including rollovers from one ERISA sponsored Plan to another, 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 earns a new Hogan Investment Counsel, LLC 51 Germantown Court, Suite 108, Cordova, TN 38018 Phone: (901) 590-3846 | Fax: (901) 590-3958 www.hoganinvestment.com Page 4  (or increases 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. At no time will Hogan 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 their designated account[s], pursuant to the terms of the investment advisory agreement. For additional information, please see Item 12 – Brokerage Practices. C. Client Account Management Prior to engaging Hogan to provide investment advisory services, each Client is required to enter into an investment advisory 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 Policy Statement – Hogan, in connection with the Client, will develop an investment strategy targeted to achieve the Client’s investment goals and objectives. • Asset Allocation – Hogan will develop a strategic asset allocation that is targeted to meet the investment objectives, time horizon, financial situation, and tolerance of risk for each Client. • Portfolio Construction – Hogan will develop a portfolio for the Client that is intended to meet the stated goals and objectives of the Client. • Investment Management and Supervision – Hogan will provide investment management and ongoing oversight of the Client’s investment portfolio. D. Wrap Fee Programs Hogan does not manage or place Client assets into a wrap fee program. Investment management services are provided directly by Hogan. E. Assets Under Management As of December 31, 2025, Hogan manages $107,242,702 in Client assets, all of which are managed on a discretionary basis. Clients may request more current information at any time by contacting the Advisor. Item 5 – Fees and Compensation The following paragraphs detail the fee structure and compensation methodology for services provided by the Advisor. Each Client shall sign an investment advisory agreement that details the responsibilities of Hogan and the Client. A. Fees for Advisory Services Investment Management Services Investment advisory fees are paid quarterly, at the end of each calendar quarter, pursuant to the terms of the investment advisory agreement. Investment advisory fees are based on the market value of assets under management at the end of each calendar quarter, as well as the type of portfolio. Advisory Fees range from 0.90% to 0.30% annually based on the following schedule: Assets Under Management ($) Up to $3,000,000 Next and Over $3,000,000 Annual Rate (%) (Customized Portfolios) 0.90% 0.50% Annual Rate (%) (Customized Fixed Income Only Portfolios) 0.40% 0.30% The investment advisory 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 Hogan Investment Counsel, LLC 51 Germantown Court, Suite 108, Cordova, TN 38018 Phone: (901) 590-3846 | Fax: (901) 590-3958 www.hoganinvestment.com Page 5  into consideration the aggregate assets under management with the Advisor. All securities held in accounts managed by Hogan will be independently valued by the Custodian. Hogan will conduct periodic reviews of the Custodian’s valuations. The Client may make additions or withdrawals from the account[s] at any time, subject to the Advisor’s right to terminate an account or the overall relationship. Additions may be in cash or securities provided that the Advisor reserves the right to liquidate any transferred securities or decline to accept particular securities into a Client’s account[s]. Clients may withdraw account assets on notice to Hogan, subject to the usual and customary securities settlement procedures. However, the Advisor typically designs its investment portfolios as long-term investments, and the withdrawal of assets may impair the achievement of a Client’s investment objectives. Hogan may consult the Client about certain implications of such transactions. Clients are advised that when such securities are liquidated, they may be subject to securities transaction fees, short-term redemption fees, and/or tax ramifications. If assets in excess of $10,000 are deposited into or withdrawn from the Client’s account[s], the Advisor’s fee will be adjusted in the next billing period to reflect the fee difference. The Advisor may negotiate a fee that differs from the schedule above for certain account[s] or holdings. For an account beginning with assets under management of less than $20,000, advisory fees will be waived. At the end of the first quarter in which the account exceeds $20,000 in assets under management, the agreed-upon advisory fee schedule will be applied for that quarter and all quarters going forward. The account will continue to be billed even if the assets under management subsequently falls below $20,000. 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. B. Fee Billing Investment Management Services Investment advisory fees will be 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 respective quarter-end date. The amount due is calculated by applying the quarterly rate (annual rate divided by the number of days in the year then multiplied by the number of days in the quarter) to the total assets under management with Hogan at the end of each calendar quarter. Clients will be provided with a statement, at least quarterly, from the Custodian reflecting the deduction of the investment advisory fee. It is the responsibility of the Client to verify the accuracy of these fees as listed on the custodian’s brokerage statement as the Custodian does not assume this responsibility. Clients provide written authorization permitting advisory fees to be deducted by Hogan to be paid directly from their account[s] held by the Custodian as part of the investment advisory agreement and separate account forms provided by the Custodian. C. Other Fees and Expenses Clients may incur certain fees or charges imposed by third parties other than Hogan 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, if applicable. The Advisor's recommended Custodian does not charge securities transaction fees for ETF and equity trades in Client accounts but typically charges for mutual funds and other types of investments. The investment advisory fee charged by Hogan is separate and distinct from these custody and execution fees. In addition, all fees paid to Hogan for investment advisory services are separate and distinct from the expenses charged by mutual funds and exchange traded funds (“ETFs”) to their shareholders, if applicable. These fees and expenses are described in each fund’s prospectus. 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 could invest in these products directly, without the services of Hogan, but would not receive the services provided by Hogan, which are designed, among other things, to assist the Client in determining which products or services are most appropriate to 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 Hogan to fully understand the total fees to be paid. Hogan Investment Counsel, LLC 51 Germantown Court, Suite 108, Cordova, TN 38018 Phone: (901) 590-3846 | Fax: (901) 590-3958 www.hoganinvestment.com Page 6  D. Advance Payment of Fees and Termination Investment Management Services Hogan is compensated for its services at the end of the calendar quarter after investment management services are rendered. Either party may terminate the investment advisory agreement by providing advance written notice to the other party. In addition, the Client may also terminate the investment 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 investment advisory agreement with the Advisor is non-transferable without the Client’s prior consent. E. Compensation for Sales of Securities Hogan 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 Hogan does not charge performance-based fees for its investment advisory services. The fees charged by Hogan are as described in Item 5 above and are not based upon the capital appreciation of the funds or securities held by any Client. Hogan 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. Item 7 – Types of Clients Hogan offers investment advisory services to individuals, high net worth individuals, trusts, and estates. The amount of each type of Client is available on the Advisor's Form ADV Part 1A. These amounts may change over time and are updated at least annually by the Advisor. Hogan does not impose a minimum account size for establishing a relationship. Item 8 – Methods of Analysis, Investment Strategies, and Risk of Loss A. Methods of Analysis Hogan primarily employs fundamental analysis in developing investment strategies for its Clients. In addition, the Advisor may consider technical analysis and macro-views in positioning its portfolios. Research and analysis from Hogan are derived from numerous sources, including financial media companies, third-party research materials, Internet sources, and review of company activities, including annual reports, prospectuses, press releases, and research prepared by others. 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. 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 Hogan will be able to accurately predict such a reoccurrence. Hogan Investment Counsel, LLC 51 Germantown Court, Suite 108, Cordova, TN 38018 Phone: (901) 590-3846 | Fax: (901) 590-3958 www.hoganinvestment.com Page 7  As noted above, Hogan generally employs a long-term investment strategy for its Clients, as consistent with their financial goals. Hogan 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, Hogan 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. Artificial Intelligence The Advisor uses third-party artificial intelligence solutions to support investment research, portfolio analysis, and risk monitoring. These tools are used solely as decision-support resources and do not independently make investment decisions or execute trades. All recommendations and investment decisions are subject to human review and approval. 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. Hogan 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 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 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 financial and other information provided by the Client 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 portfolio construction process. The following are some of the risks associated with the Advisor’s investment approach: 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 value of the ETFs will fluctuate with the value 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 have a large bid-ask spread and low volume. Authorized participants in an ETF may change at any time; this may result in a change to the liquidity and the ability to redeem the ETF as the authorized participants control the number of shares of the ETF. The value of an ETF fluctuates based upon the market movements and may disassociate from the index being tracked or from the value of the underlying investments. An ETF purchased or sold at one point in the day may have a different value than the same ETF purchased or sold a short time later. Bond 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 Hogan Investment Counsel, LLC 51 Germantown Court, Suite 108, Cordova, TN 38018 Phone: (901) 590-3846 | Fax: (901) 590-3958 www.hoganinvestment.com Page 8  at a rate that exceeds the income investment thereby decreasing the investor’s 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 value of the mutual funds will fluctuate with the value of the underlying securities that make up the funds. The value of a mutual fund is typically set daily therefore, a mutual fund purchased at one point in the day will typically have the same value as a mutual fund purchased later that same day. Artificial Intelligence The use of artificial intelligence-based solutions may rely on historical data, assumptions, or third-party inputs that are incomplete, outdated, inaccurate, or misleading, and may not fully reflect current market conditions or issuer-specific developments. In addition, such tools may incorporate modeling limitations, simplified assumptions, or unintended biases and may fail to anticipate unusual or rapidly changing market events, which could result in underperformance or losses. Past performance is not a guarantee of future returns. Investing in securities and other investments involves 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 Hogan or any of its Supervised Persons. Hogan 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 and 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 # 160186. You may also research the background of David (“Clay”) Hogan, Jr. by searching with his name or individual CRD# 3156113. Item 10 – Other Financial Industry Activities and Affiliations The sole business of Hogan and Mr. Hogan is to provide investment advisory services to its Clients. Neither Hogan nor Mr. Hogan are involved in other business endeavors. Hogan does not maintain any affiliations with other firms other than contracted service providers to assist with the servicing of its Client’s accounts. Item 11 – Code of Ethics, Participation or Interest in Client Transactions, and Personal Trading A. Code of Ethics Hogan has implemented a Code of Ethics that defines the Advisor’s fiduciary commitment to each Client. This Code of Ethics applies to all persons associated with Hogan (our “Supervised Persons”). The Code of Ethics was developed to provide general ethical guidelines and specific instructions regarding our duties to the Client. Hogan and its Supervised Persons owe a duty of loyalty, fairness, and good faith towards each Client. It is the obligation of Hogan 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 of Ethics covers a range of topics that address ethics and conflicts of interest. To request a copy of the Code of Ethics, please contact the Advisor at (901) 590-3846. B. Personal Trading with Material Interest Hogan allows Supervised Persons to purchase or sell the same securities that may be recommended to and purchased on behalf of Clients. Hogan does not act as principal in any transactions. In addition, the Advisor Hogan Investment Counsel, LLC 51 Germantown Court, Suite 108, Cordova, TN 38018 Phone: (901) 590-3846 | Fax: (901) 590-3958 www.hoganinvestment.com Page 9  does not act as the general partner of a fund or advise an investment company. Hogan does not have a material interest in any securities traded in Client accounts. C. Personal Trading in Same Securities as Clients Hogan 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 you presents a potential conflict of interest that, as fiduciaries, must be disclosed to Clients and mitigated through policies and procedures. As noted above, the Advisor has adopted a Code of Ethics, which addresses insider trading (material non-public information controls) and personal securities reporting procedures. When trading for personal accounts, Supervised Persons of Hogan may have a conflict of interest if trading in the same securities. The fiduciary duty to act in the best interest of its Clients can potentially 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 Hogan requiring reporting personal securities trades by its Supervised Persons for review by the Chief Compliance Officer (“CCO”) or delegate. The Advisor has adopted written policies and procedures to detect the misuse of material, non-public information. In addition, the Code of Ethics governs Gifts and Entertainment given by and provided to the Advisor, outside employment activities of employees, Employee reporting, sanctions for violations of the Code of Ethics, and records retention requirements for various aspects of the Code of Ethics. D. Personal Trading at Same Time as Client While Hogan allows our Supervised Persons to purchase or sell the same securities that may be recommended to and purchased on behalf of Clients, these trades are typically aggregated with Client orders or traded afterward. At no time will Hogan or any Supervised Person of Hogan transact in any security to the detriment of any Client. Item 12 – Brokerage Practices A. Recommendation of Custodian[s] Hogan does not maintain custody of your assets. Client account[s] must be established at a “qualified custodian.” (Please see “Item 15 – Custody”). Hogan does not have discretionary authority to select the broker-dealer/custodian 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 Hogan. The Client may also direct Hogan to trade securities away from the Custodian and arrange for delivery of securities back to the Client’s account[s] at the Custodian. Where Hogan does not exercise discretion over the selection of the Custodian, it will recommend the Custodian to Clients for custody and execution services. Clients are not obligated to use the Custodian recommended by Hogan and will not incur any extra fee or cost associated with using a custodian not recommended by Hogan. In such instances, the Advisor may not be able to deliver the same services to the Client as provided to other Clients. Hogan may recommend the Custodian based on criteria such as, but not limited to, the reasonableness of commissions charged to the Client, services made available to the Client, its reputation, and/or the location of the custodian’s offices, and the services provided to the Advisor. Hogan will generally recommend that Clients establish their account[s] at Charles Schwab & Co., Inc. (“Schwab”), a FINRA-registered broker-dealer and member SIPC. Schwab will serve as the Client’s “qualified custodian.” Hogan maintains an institutional relationship with Schwab, whereby the Advisor receives economic benefits from 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 whereby an advisor enters into an agreement to place security trades with the broker-dealer/custodian in exchange for research and other services. Hogan receives certain benefits in connection with its institutional relationship with Hogan Investment Counsel, LLC 51 Germantown Court, Suite 108, Cordova, TN 38018 Phone: (901) 590-3846 | Fax: (901) 590-3958 www.hoganinvestment.com Page 10  Schwab. Please see Item 14 below. 2. Brokerage Referrals – Hogan 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 Hogan 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] at the Custodian, unless separately instructed by the Client. 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]). Hogan 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. Hogan will execute its transactions through the Custodian engaged by the Client. Hogan may aggregate orders in a block trade or trades when securities are purchased or sold through the Custodian for multiple (discretionary) accounts. 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 Client accounts. Item 13 – Review of Accounts A. Frequency of Reviews Securities in Client accounts are monitored on a regular and continuous basis by Mr. Hogan, Principal, Portfolio Manager, and CCO of Hogan. 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 Hogan if changes occur in his/her personal financial situation that might adversely affect his/her 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 provide Clients with periodic reports regarding their holdings, allocations, and performance. Item 14 – Client Referrals and Other Compensation A. Compensation Received by Hogan Hogan is a fee-only advisory firm that, in all circumstances, is compensated solely by the Client. Hogan may refer Clients to various third parties to provide certain financial services necessary to meet the goals of its Clients. Likewise, Hogan may receive referrals of new Clients from a third party. Hogan Investment Counsel, LLC 51 Germantown Court, Suite 108, Cordova, TN 38018 Phone: (901) 590-3846 | Fax: (901) 590-3958 www.hoganinvestment.com Page 11  Participation in Institutional Advisor Platform Hogan has established an institutional relationship with Schwab through its “Schwab Advisor Services” unit, a division of Schwab dedicated to serving independent advisory firms like Hogan. As a registered investment advisor participating on the Schwab Advisor Services platform, Hogan 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 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 the 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 Hogan that may not benefit the Client, including educational conferences and events, 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 conflict of interest. Hogan 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. Item 15 – Custody The Advisor is authorized to deduct its fees from the Client’s account[s] at the Custodian. The Client must place all assets with a “qualified custodian”. The Client is required to engage the Custodian to retain all funds and securities and direct the Advisor to utilize that Custodian for security transactions in the account[s]. The Client should review statements provided by the Custodian, as the Custodian does not perform this review. For more information about custodians and brokerage practices, see Item 12 – Brokerage Practices. Item 16 – Investment Discretion Hogan 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 Hogan. 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 an investment advisory agreement containing all applicable limitations to such authority. All discretionary trades made by Hogan will be in accordance with each Client's investment objectives and goals. Hogan Investment Counsel, LLC 51 Germantown Court, Suite 108, Cordova, TN 38018 Phone: (901) 590-3846 | Fax: (901) 590-3958 www.hoganinvestment.com Page 12  Item 17 – Voting Client Securities Hogan 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 Hogan nor its management has any adverse financial situations that would reasonably impair the ability of Hogan to meet all obligations to its Clients. Neither Hogan nor any of its Advisory Persons have been subject to a bankruptcy or financial compromise. Hogan is not required to deliver a balance sheet along with this Disclosure Brochure as the Advisor does not collect advance fees of $1,200 for services to be performed six months or more in advance. Hogan Investment Counsel, LLC 51 Germantown Court, Suite 108, Cordova, TN 38018 Phone: (901) 590-3846 | Fax: (901) 590-3958 www.hoganinvestment.com Page 13  Form ADV Part 2B – Brochure Supplement for David (“Clay”) Hogan, Jr., CFA® Principal and Portfolio Manager Effective: August 13, 2026 This Form ADV 2B (“Brochure Supplement”) provides information about the background and qualifications of David (“Clay”) Hogan, Jr., CFA® (CRD# 3156113) in addition to the information contained in the Hogan Investment Counsel, LLC (“Hogan” or the “Advisor,” CRD# 160186) Disclosure Brochure. If you have not received a copy of the Disclosure Brochure or if you have any questions about the contents of the Hogan Disclosure Brochure or this Brochure Supplement, please contact the Advisor at (901) 590-3846. Additional information about Mr. Hogan is available on the SEC’s Investment Adviser Public Disclosure website at www.adviserinfo.sec.gov or by searching with his full name or individual CRD# 3156113. Hogan Investment Counsel, LLC 51 Germantown Court, Suite 108, Cordova, TN 38018 Phone: (901) 590-3846 | Fax: (901) 590-3958 www.hoganinvestment.com Page 14  Item 2 – Educational Background and Business Experience The Principal, Portfolio Manager, and Chief Compliance Officer of Hogan is David (“Clay”) Hogan, Jr., CFA®. Mr. Hogan, born in 1974, is dedicated to advising Clients’ accounts. Mr. Hogan earned his MBA from the University of Memphis in 1998. Mr. Hogan earned a Bachelor of Science degree in Business Administration from the University of Tennessee in 1997. Mr. Hogan is a CFA Charterholder. Additional information regarding Mr. Hogan’s employment history is included below. Employment History: Principal and Portfolio Manager, Hogan Investment Counsel, LLC Financial Advisor, Raymond James Financial Advisor, Allmerica Financial 03/2012 to Present 02/2003 to 03/2012 01/1999 to 01/2003 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. Hogan. Mr. Hogan 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. Hogan. 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. Hogan. However, we do encourage you to independently view the background of Mr. Hogan on the Investment Adviser Public Disclosure website at www.adviserinfo.sec.gov by searching with his name and his Individual CRD # 3156113. Item 4 – Other Business Activities Mr. Hogan is dedicated to the investment advisory activities of Hogan’s Clients and does not have any other business activities to disclose. Item 5 – Additional Compensation Mr. Hogan is dedicated to the investment advisory activities of Hogan’s Clients. Mr. Hogan does not receive any additional forms of compensation. Hogan Investment Counsel, LLC 51 Germantown Court, Suite 108, Cordova, TN 38018 Phone: (901) 590-3846 | Fax: (901) 590-3958 www.hoganinvestment.com Page 15  Item 6 – Supervision Mr. Hogan serves as the Principal and Portfolio Manager and Chief Compliance Officer of Hogan. Mr. Hogan can be reached at (901) 590-3846. Hogan has implemented a Code of Ethics and internal compliance that guide each Supervised Person in meeting their fiduciary obligations to Clients of Hogan. Further, Hogan is subject to regulatory oversight by various agencies. These agencies require registration by Hogan and its Supervised Persons. As a registered entity, Hogan is subject to examinations by regulators, which may be announced or unannounced. Hogan 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. Hogan Investment Counsel, LLC 51 Germantown Court, Suite 108, Cordova, TN 38018 Phone: (901) 590-3846 | Fax: (901) 590-3958 www.hoganinvestment.com Page 16  Privacy Policy Effective: August 13, 2026 Our Commitment to You Hogan Investment Counsel, LLC (“Hogan” or the “Advisor”) is committed to safeguarding the use of your personal information that we have as your Investment Advisor. Hogan (referred to as "we," "our," and "us" throughout this notice) protects the security and confidentiality of the personal information we have and make efforts to ensure that such information is used for proper business purposes in connection with the management or servicing of your account. Our relationship with you is our most important asset. We understand that you have entrusted us with your private information, and we do everything we can to maintain that trust. We do not sell your non-public personal information to anyone. Nor does Hogan provide such information to others except for discrete and proper business purposes in connection with the servicing and management of your account, 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 privacy policy. The Information We Collect About You You typically provide personal information when you complete the paperwork required to become our Client. This information may include your: • Name and address • E-mail address[s] • Phone number[s] • Social security or taxpayer identification number • Assets • Income • Account balance • Investment activity • Accounts at other institutions In addition, we may collect non-public information about you from the following sources: • • Information we receive on Brokerage Agreements, Managed Account Agreements and other Subscription and Account Opening Documents; Information we receive in the course of establishing a customer relationship including, but not limited to, applications, forms, and questionnaires; Information about your transactions with us or others • Information About You That Hogan Shares Hogan works to provide products and services that benefit our customers. We may share non-public personal information with non-affiliated third parties (such as brokers and custodians) as necessary for us to provide agreed services and products to you consistent with applicable law. We may also disclose non-public personal information to other financial institutions with whom we have joint business arrangements for proper business purposes in connection with the management or servicing of your account. In addition, your non-public personal information may also be disclosed to you, persons we believe to be your authorized agent or representative, regulators in order to satisfy Hogan’s regulatory obligations and as otherwise required or permitted by law. Lastly, we may disclose your non-public personal information to companies we hire to help administrate our business. Companies we hire to provide services of this kind are not allowed to use your personal information for their own purposes and are contractually obligated to maintain strict confidentiality. We limit their use of your personal information to the performance of the specific service we have requested. To repeat, we do not sell your non-public personal information to anyone. Hogan Investment Counsel, LLC 51 Germantown Court, Suite 108, Cordova, TN 38018 Phone: (901) 590-3846 | Fax: (901) 590-3958 www.hoganinvestment.com Page 17  Information About Former Clients Hogan 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. Confidentiality and Security Our employees are advised about the firm's need to respect the confidentiality of our customers' non-public personal information. Additionally, we maintain physical, procedural, and electronic safeguards in an effort to protect the information from being accessed by unauthorized parties. We'll Keep You Informed We will send you notice of our privacy policy annually for as long as you maintain an ongoing relationship with us. Periodically we may revise our privacy 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 information sharing. You may obtain a copy of our current privacy policy by contacting us at (901) 590-3846. Hogan Investment Counsel, LLC 51 Germantown Court, Suite 108, Cordova, TN 38018 Phone: (901) 590-3846 | Fax: (901) 590-3958 www.hoganinvestment.com Page 18