JOHNSON FINANCIAL ADVISORS

ITEM 1 - COVER PAGE Form ADV, Part 2A Brochure Philip O. Johnson & Company, Ltd. d/b/a Johnson Financial Advisors 1095 W. Rio Salado Pkwy., Suite 201 Tempe, AZ 85281-2610 Ph: (602) 242-4000 www.johnsonfinancial.com March 19, 2026 This brochure provides information about the qualifications and business practices of Johnson Financial Advisors If you have any questions about the contents of this brochure, please contact us at (602) 242- 4000 or marcus@johnsonfinancial.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. Any reference to or use of the terms “registered investment adviser” or “registered,” does not imply that Johnson Financial Advisors, or any person associated with Johnson Financial Advisors has achieved a certain level of skill or training. Additional information about Johnson Financial Advisors is available on the SEC’s website at www.adviserinfo.sec.gov.  ITEM 2 - MATERIAL CHANGES The purpose of this page is to inform you of any material changes to our brochure. If you are receiving this brochure for the first time, this section may not be relevant to you. Johnson Financial Advisors (“JFA”) reviews and updates our brochure at least annually to make sure that it remains current. We have not made any material changes to our brochure since the previous annual update, dated March 19, 2026. 2 Johnson Financial Advisors Part 2A Brochure  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 .............................................................................................................5 Description of Advisory Firm .................................................................................................................... 5 Advisory Services Offered ......................................................................................................................... 6 Tailored Services and Client Imposed Restrictions ................................................................................... 8 Wrap Fee Programs .................................................................................................................................. 8 Assets Under Management ...................................................................................................................... 8 ITEM 5 - FEES AND COMPENSATION ...................................................................................................8 Fee Schedule ............................................................................................................................................. 8 Billing Method .......................................................................................................................................... 9 Other Fees and Expenses ........................................................................................................................ 10 Termination ............................................................................................................................................ 10 ITEM 6 - PERFORMANCE-BASED FEES AND SIDE-BY-SIDE MANAGEMENT ........................................... 10 ITEM 7 - TYPES OF CLIENTS ............................................................................................................... 10 Account Requirements ........................................................................................................................... 11 ITEM 8 - METHODS OF ANALYSIS, INVESTMENT STRATEGIES AND RISK OF LOSS ................................ 11 Methods of Analysis and Investment Strategies .................................................................................... 11 Investing Involves Risk ............................................................................................................................ 13 Specific Security Risks ............................................................................................................................. 13 Other Risks .............................................................................................................................................. 16 ITEM 9 - DISCIPLINARY INFORMATION .............................................................................................. 16 ITEM 10 - OTHER FINANCIAL INDUSTRY ACTIVITIES AND AFFILIATIONS .............................................. 16 Representatives of Broker-Dealer and Licensed Insurance Agents........................................................ 17 ITEM 11 - CODE OF ETHICS, PARTICIPATION OR INTEREST IN CLIENT TRANSACTIONS AND PERSONAL TRADING ......................................................................................................................................... 17 Code of Ethics ......................................................................................................................................... 17 ITEM 12 - BROKERAGE PRACTICES .................................................................................................... 18 The Custodian and Brokers We Use ....................................................................................................... 18 ITEM 13 - REVIEW OF ACCOUNTS...................................................................................................... 20 Managed Account Reviews .................................................................................................................... 20 3 Johnson Financial Advisors Part 2A Brochure  Account Reporting .................................................................................................................................. 20 ITEM 14 - CLIENT REFERRALS AND OTHER COMPENSATION ............................................................... 20 Support Products and Services ............................................................................................................... 20 Client Referral Fees ................................................................................................................................. 21 Outside Referrals .................................................................................................................................... 21 ITEM 15 - CUSTODY .......................................................................................................................... 22 ITEM 16 - INVESTMENT DISCRETION ................................................................................................. 22 ITEM 17 - VOTING CLIENT SECURITIES ............................................................................................... 23 Proxy Voting............................................................................................................................................ 23 Class Actions ........................................................................................................................................... 23 ITEM 18 - FINANCIAL INFORMATION ................................................................................................ 23 Form ADV, Part 2B Brochure Supplement ........................................................................................... i Philip Johnson .................................................................................................................................... ii ITEM 2 - EDUCATIONAL BACKGROUND AND BUSINESS EXPERIENCE ...................................................... ii ITEM 3 - DISCIPLINARY INFORMATION .................................................................................................... iii ITEM 4 - OTHER BUSINESS ACTIVITIES ..................................................................................................... iii ITEM 5 - ADDITIONAL COMPENSATION ................................................................................................... iv ITEM 6 - SUPERVISION ............................................................................................................................. iv Marcus Johnson ................................................................................................................................. v ITEM 2 - EDUCATIONAL BACKGROUND AND BUSINESS EXPERIENCE ...................................................... v ITEM 3 - DISCIPLINARY INFORMATION .................................................................................................... vi ITEM 4 - OTHER BUSINESS ACTIVITIES ..................................................................................................... vi ITEM 5 - ADDITIONAL COMPENSATION .................................................................................................. vii ITEM 6 - SUPERVISION ............................................................................................................................ vii Privacy Information .......................................................................................................................... A 4 Johnson Financial Advisors Part 2A Brochure  ITEM 4 - ADVISORY BUSINESS Description of Advisory Firm Johnson Financial Advisors (“JFA,” “we,” “our,” or “us”) is a privately-owned corporation formed under the laws of the State of Arizona. Originally founded in 1981, JFA’s majority shareholder is Philip Johnson. Fiduciary Duty Registered investment advisers are considered fiduciaries under federal law. Our fiduciary duty carries with it an obligation to act in the best interest of our clients pursuant to a relationship of trust and confidence. It encompasses a duty of care and a duty of loyalty. Duty of Care The duty of care includes, among other things: 1. the duty to provide advice that is in the best interest of the client; 2. the duty to seek best execution of a client’s transactions where the adviser has the responsibility to select broker-dealers to execute client trades; and 3. the duty to provide advice and monitoring over the course of the relationship. The duty to provide advice suitable to each client based on a reasonable understanding of the client’s objectives is a critical component of the duty of care. Providing suitable advice includes making a reasonable inquiry into the client’s financial situation, investment experience, and financial goals and then updating this information as necessary throughout the course of the relationship to reflect the client’s changing objectives over time and adjusting the advice we provide to reflect any changed circumstances. When JFA has the responsibility to select broker-dealers to execute client trades in discretionary accounts, we seek to trade such that the client’s total cost or proceeds in each transaction are the most favorable under the circumstances. In doing so, we consider the full range and quality of a broker’s services and so the determinative factor is not necessarily the lowest possible commission cost but whether the transaction represents the best qualitative execution. Moreover, we periodically and systematically evaluate the execution we receive on behalf of our clients. Our duty of care includes an obligation to provide advice and monitoring at a frequency that is in the best interest of the client, taking into account the scope of the agreed relationship. This scope is indicated by the duration and nature of the services as outlined in each client’s advisory arrangement and extends to all personalized advice provided to clients. Duty of Loyalty JFA adheres to a duty of loyalty where we seek to serve the best interests of our clients and never subordinate the interests of our clients to our own. Simply put, JFA cannot place its own interests ahead of the interests of our clients. In observance of this duty, we must make full and fair disclosure to clients of all material facts relating to the advisory relationship. Further, we also seek to eliminate or at least expose through full and fair disclosure all conflicts of interest which might incline JFA, consciously or 5 Johnson Financial Advisors Part 2A Brochure  unconsciously, to render advice that is not disinterested. We believe that in order for disclosure to be full and fair, it should be sufficiently specific so that each client is able to understand the material fact or conflict of interest and make an informed decision whether to provide consent. Consequently, we provide this ADV 2A brochure to all prospective clients at or before entering into a contract so that they can use the information within to decide whether or not to enter into an advisory relationship. Advisory Services Offered Investment Management Services JFA provides continuous and regular investment supervisory services on a discretionary basis. Philip Johnson and Marcus Johnson work with clients and have the ongoing responsibility to select investments, based upon the objectives of the client, as to specific securities or other investments that they purchase or sell in client portfolios. JFA will consult with clients to help them determine an appropriate level of portfolio risk based on their needs, investment goals, and willingness and ability to accept market risk. After considering these factors and general suitability information provided by the client, we will invest the client’s account(s) on a fully discretionary basis, limited only by the client’s individual needs and any restrictions imposed on the account. Depending on the strategy selected, JFA will primarily utilize the following investment types when making investment purchases in client accounts: 1. Open-end mutual funds 2. Exchange traded funds (ETFs) 3. Money market funds, cash equivalents and cash Additionally, JFA’s investment selections depending on the individual investment objectives and needs of the client may include: 1. Equity securities including stocks 2. Fixed income securities, such as corporate bonds and US treasury-issued securities 3. Variable annuities On rare occasions, JFA may also occasionally utilize additional types of investments if we believe they are appropriate to address the individual needs, goals, and objectives of the client or in response to client inquiry. JFA may offer investment advice on any investment held by the client at the start of the advisory relationship. We describe the material investment risks for many of the securities that we utilize in Item 8 below. We discuss our discretionary authority below under Item 16 - Investment Discretion. For more information about the restrictions clients can put on their accounts, see Tailored Services and Client Imposed Restrictions in this item below. We describe the fees charged for investment management services below under Item 5 - Fees and Compensation. Financial Planning Services As part of the financial planning process, we collect information about the client’s financial situation and needs, which may include net worth, income, expenses, taxes, investments, retirement plans, life 6 Johnson Financial Advisors Part 2A Brochure  insurance, disability insurance, health insurance, long term care insurance, business agreements, divorce papers, pre-nuptial agreements, estate documents, and any other documents that pertain to their overall financial picture. In addition, JFA asks the client about their future goals and objectives. We then develop a written personalized plan including specific recommendations. JFA offers to work with the client to provide advice regarding a particular aspect of the client’s financial situation. Areas of focus might include: Insurance overview 1. Preparing for or living in retirement 2. Investment strategies 3. Estate and gift planning 4. Income tax planning 5. Stock option analysis and planning 6. 7. Family savings and cash flow planning 8. Marital and cross-border planning 9. Education planning and funding 10. Debt management 11. Employee benefit usage 12. Other, as determined between JFA and the client JFA brings expertise in the above areas and works directly with the client and, when applicable, with their other trusted third-party experts. Together, we focus on the client’s individual objectives and goals in developing a comprehensive financial plan that seeks to meet the client’s specific needs. The fees JFA charges for financial planning services are described below under Item 5 - Fees and Compensation. JFA does not provide legal or accounting services and does not prepare legal documents or tax returns. Limitations on Investments Limitation on Equities JFA does not generally invest in individual equity securities. However, we do hold individual positions as an accommodation to clients. JFA does not monitor or provide advice pertaining to any client-directed position held as an accommodation. We will only transact in individual equities when selling existing holdings of new accounts and/or at the client’s request. Limitation on Fixed Income JFA generally utilizes debt-related mutual funds and/or exchange-traded funds (ETFs) for the fixed- income allocation of portfolios. We typically do not conduct individual fixed income securities transactions except when we deem it to be suitable for a client’s specific circumstances, at a client’s request, and/or when liquidating existing positions in new client accounts. On occasion, we may hold individual fixed-income securities contained in new accounts. The holding period may be temporary or until maturity based on the individual needs of the client. 7 Johnson Financial Advisors Part 2A Brochure  Limitation by Custodian There may also be limitations on the mutual funds that we recommend. For clients with accounts held at certain custodians, JFA is limited to the securities and mutual funds available through the custodian. We recommend that our clients custody account assets with Fidelity Institutional Wealth Services, a division of Fidelity Brokerage Services, Inc. (“Fidelity”), registered broker-dealers, Members SIPC. On a legacy basis, we also recommended that clients custody assets with National Financial Services LLC (“NFS”) through our broker-dealer relationship with Scottsdale-based Osaic, Inc. (“Osaic”), where some accounts are still held. Limitation by Client JFA may also limit advice based on certain client-imposed restrictions. For more information about the restrictions clients can put on their accounts, see Tailored Services and Client Imposed Restrictions below. Tailored Services and Client Imposed Restrictions JFA manages client accounts, as discussed below under Item 8 - Methods of Analysis, Investment Strategies, and Risk of Loss, based on the client’s individual circumstances and financial situation. We make investment decisions for clients based on information the client supplies about their financial situation, goals, and risk tolerance. Our investment selections may not be suitable if the client does not provide us with accurate and complete information. It is the client’s responsibility to keep JFA informed of any changes to their investment objectives or restrictions. Clients may also request their accounts to be margined and/or to place restrictions on the account such as when a client needs to keep a minimum level of cash in the account or does not want JFA to buy or sell certain specific securities or security types in the account. JFA reserves the right not to accept and/or terminate management of a client’s account if we feel that the client-imposed restrictions would limit or prevent us from meeting or maintaining the client’s investment strategy. Wrap Fee Programs JFA does not manage accounts as part of a wrap or bundled fee program. Assets Under Management JFA manages client assets in discretionary accounts on a continuous and regular basis. As of December 31, 2025, the total amount of assets under our management was $300,962,981. ITEM 5 - FEES AND COMPENSATION Fee Schedule Investment Management Services JFA charges advisory fees for investment management services based on a percentage of the client’s total assets under management. Fees are billed at a rate not to exceed 2.25% annually based on the size of the client’s portfolio, and the scope and complexity of the services provided. 8 Johnson Financial Advisors Part 2A Brochure  JFA, in its discretion, may negotiate fees based upon individual account criteria such as anticipated future assets, client’s unique circumstances, and additional services performed. Our fees may be higher or lower than fees charged by other financial professionals offering similar services or by JFA to other clients with similar investment and risk profiles. Some accounts are under different fee schedules honoring prior agreements. Cash balances and balances subject to currently outstanding margin loans are included for fee calculation purposes. We also manage some family and related accounts with fees waived or at a reduced charge. Financial Planning Services We charge a fixed fee for financial planning services with a $2,500 minimum fee for all plans; however, some or all of the fees may be waived for clients that engage us for investment management services. We base the total fee, which is negotiable, on the nature and complexity of the plan, report, or analysis and both parties will agree to our fees in advance of JFA providing any services. In addition to the initial financial planning fee, additional fees for any annual reviews and/or updates to the financial plan will be quoted in advance. Billing Method Investment Management Services JFA’s advisory fees are payable monthly in arrears at the beginning of each calendar month. We charge one twelfth of the annual fee each month based on the market value of the client’s portfolio as of the last business day of the prior calendar month. The formula used for the calculation is as follows: (Annual Rate) x (Total Assets Under Management at Month-End) / 12. JFA also bills advisory fees to some clients monthly in advance honoring prior agreements. For legacy accounts held at Osaic, contributions or withdrawals greater than $10,000 made during the billing period result in a pro-rata adjustment to the client’s advisory fee. For accounts held at Fidelity, we do not adjust for contributions or withdrawals made during the billing period. For new client accounts, the first payment is a pro-rata calculation that takes into consideration the number of days remaining in the month and the initial value of the portfolio on the day account management begins. We consider account management to begin when the client’s account is funded. The formula used to calculate the initial advisory fee would be as follows: (Result of monthly Calculation) x (Days Remaining in Month) / (Total Number of Days in Month). For advisory fee calculation purposes, a day is any calendar day including weekends and holidays. With client authorization, JFA will automatically withdraw JFA’s advisory fee from the client’s account held by an independent custodian. Typically, the custodian withdraws advisory fees from the client’s account based on JFA’s instruction. All clients will receive brokerage statements from the custodian no less frequently than quarterly (generally, monthly). The custodian statement will show the deduction of the advisory fee. Financial Planning Services The total Financial Planning Services fee is due and payable at the time the client executes the contract for services. At no time will fees of more than $1,200 be charged more than six months in advance. 9 Johnson Financial Advisors Part 2A Brochure  Other Fees and Expenses JFA’s fees do not include custodian fees. Clients pay all brokerage commissions, stock transfer fees, margin charges, foreign exchange, and settlement fees, and/or other charges incurred in connection with transactions in accounts, from the assets in the account. These charges are in addition to the fees client pays to JFA. See Item 12 - Brokerage Practices below for more information. If mutual fund shares are held in a client’s account, the client will be subject to deferred sales charges, 12b-1 fees, early redemption fees, and other fund-related expenses, as applicable. Each fund’s prospectus fully describes the fees and expenses. All fees paid to JFA for investment management services are separate and distinct from the fees and expenses charged by mutual funds. Mutual funds pay advisory fees to their managers, which are indirectly charged to all holders of the mutual fund shares. Termination Investment Management Services Either party may terminate the agreement upon written notice to the other party. For fees billed in arrears, the client will receive an invoice showing the advisory fees due for services rendered and not yet paid and any earned unpaid advisory fees will be due and payable. For fees billed in advance, JFA will refund any prepaid, unearned advisory fees based on the effective date of termination. Terminations will not affect liabilities or obligations from transactions initiated in client accounts prior to termination. In the event the client terminates the investment advisory agreement, JFA will not liquidate any securities in the account unless instructed by the client to do so. In the event of client’s death or disability, JFA will continue management of the account until we are notified of client’s death or disability and given alternative instructions by an authorized party. Our ongoing management and/or ability to effect transactions in a client’s account(s) may be limited by restrictions placed on accounts by the client’s broker/custodian. Financial Planning Services In the event that either the client or JFA wishes to terminate the financial planning agreement before completion of the plan, either party may terminate the agreement at any time by providing written notice to the other party. Upon termination, JFA will provide the client with any work product that has been developed up to the point of termination and a refund for any fees collected for services not yet provided through the date of termination. ITEM 6 - PERFORMANCE-BASED FEES AND SIDE-BY-SIDE MANAGEMENT JFA does not charge performance-based fees or other fees based on a share of capital gains or on capital appreciation of the assets of a client. ITEM 7 - TYPES OF CLIENTS JFA provides advisory services to individuals, high net worth individuals, trusts and estates, charitable organizations, and businesses. 10 Johnson Financial Advisors Part 2A Brochure  Account Requirements Generally, JFA requires clients to maintain a minimum portfolio size of $250,000. Withdrawal of significant funds may result in a request for additional fund deposits to continue with management of accounts. At our discretion, we may combine extended family accounts to meet the account size minimum or reduce or waive the account minimum requirements. ITEM 8 - METHODS OF ANALYSIS, INVESTMENT STRATEGIES AND RISK OF LOSS Methods of Analysis and Investment Strategies JFA conducts investment management services by providing continuous management of a client’s portfolio based on the individual needs of the client determined through personal discussions in which goals, objectives, and risk tolerance are established. In general, portfolios are customized to meet the investment needs of each client, and accounts with the same investment objectives are generally managed in a similar manner. JFA may take positions for certain clients’ accounts that are different than the positions it takes for other clients’ accounts based on differing investment strategies and restrictions that may be imposed by individual clients, the age of the account owner, the commencement of the timing of the account, the size of the account as well as other factors that may distinguish accounts. Methods of Analysis for Selecting Securities JFA may use cyclical, fundamental, and/or technical analysis in the selection of securities. Cyclical Analyzes the investments sensitive to business cycles and whose performance is strongly tied to the overall economy. For example, cyclical companies tend to make products or provide services that are in lower demand during downturns in the economy and higher demand during upswings. Examples include the automobile, steel, and housing industries. The stock price of a cyclical company will often rise just before an economic upturn begins, and fall just before a downturn begins. Fundamental Fundamental analysts attempt to study everything that can affect the security's value, including macroeconomic factors (like the overall economy and industry conditions) and individually specific factors (like the financial condition and management of companies). The end goal of performing fundamental analysis is to produce a value that an investor can compare with the security's current price in hopes of figuring out what sort of position to take with that security (underpriced = buy, overpriced = sell or short). Fundamental analysis is about using real data to evaluate a security's value. Technical A method of evaluating securities by analyzing statistics generated by market activity, such as past prices and volume. Technical analysts do not attempt to measure a security's intrinsic value but instead use charts and other tools to identify patterns that can suggest future activity. Technical analysts believe that 11 Johnson Financial Advisors Part 2A Brochure  the historical performance of stocks and markets are indications of future performance. However, there is no guarantee that past performance will dictate future returns. Specific Investment Strategies for Managing Portfolios JFA typically designs portfolios to hold assets on a long-term basis. Additionally, we may use tactical asset allocation, cash as a strategic asset, defensive, and/or concentrated portfolio strategies in the construction and management of client portfolios. There is no guarantee that any of the following strategies will be successful, and we make no promises or warranties as to the accuracy of our market analysis. Long-term Holding JFA generally uses long-term investment strategies when managing client assets and/or providing investment advice. To this end, our recommended investment time frames are generally three to five years. However, changes within the portfolio will be made as needed. Diversification is recommended to help reduce risk. JFA does not generally purchase a security for clients with the intent to sell the position within 30 days. Tactical Asset Allocation JFA may use a tactical asset allocation strategy in the shorter term to deviate from a client’s long-term strategic asset allocation target in an effort to take advantage of what we perceive as market pricing anomalies or strong market sectors or to avoid perceived weak sectors. Once JFA achieves the desired short-term opportunities or perceives that opportunities have passed, we generally return a client’s portfolio to the original strategic asset mix. Cash as a Strategic Asset JFA may use cash as a strategic asset and may at times move or keep client’s assets in cash or cash equivalents. While high cash levels can help protect a client’s assets during periods of market decline, there is a risk that our timing in moving to cash is less than optimal upon either exit or reentry into the market, potentially resulting in missed opportunities during positive market moves. Defensive Strategies If JFA anticipates poor near-term prospects for equity markets, we may adopt a defensive strategy for clients’ accounts by investing substantially in fixed income securities and/or money market instruments, or index funds. There can be no guarantee that the use of derivatives and other defensive techniques would be successful in avoiding losses. In addition, we would use these defensive strategies for a client’s account only to the extent not prohibited by the governing management agreement and applicable law. Concentrated Portfolios JFA may manage some client accounts by investing in a limited number of securities and/or sectors. Clients should consider that the risk of a very concentrated portfolio with limited diversification may increase the possibility of substantial losses in the account. Additional risks include depreciation of the portfolio caused by outside events/factors, underperformance of the concentrated stock or sector, and/or deteriorating economic or market circumstances domestically and/or internationally. 12 Johnson Financial Advisors Part 2A Brochure  Margin Some clients of JFA maintain margin accounts. Clients are responsible for any brokerage or margin charges in addition to advisory fees. Risks of using margin include “margin calls” (also called "fed calls" or "maintenance calls"). Margin calls occur when account values decrease below minimum maintenance margin levels established by the broker-dealer that holds the securities in the client’s account, requiring the investor to deposit additional money or securities into their margin account. While the use of margin borrowing can increase returns, it can also magnify losses. JFA generally manages accounts on margin only at the client’s request. Investing Involves Risk Prior to entering into an agreement with JFA, the client should carefully consider: 1. That investing in securities involves risk of loss which clients should be prepared to bear; 2. That securities markets experience varying degrees of volatility; 3. That over time the client’s assets may fluctuate and at any time be worth more or less than the amount invested; and 4. That clients should only commit assets that they feel are available for investment on a long-term basis. Specific Security Risks General Risks of Owning Securities The prices of securities held in client accounts and the income they generate may decline in response to certain events taking place around the world. These include events directly involving the issuers of securities in a client’s account, conditions affecting the general economy, and overall market changes. Other contributing factors include local, regional, or global political, social, or economic instability and governmental or governmental agency responses to economic conditions. Finally, currency, interest rate, and commodity price fluctuations may also affect security prices and income. Mutual Funds (Open-end Investment Company) A mutual fund is a company that pools money from many investors and invests the money in stocks, bonds, short-term money-market instruments, other securities or assets, or some combination of these investments. The portfolio of the fund consists of the combined holdings it owns. Each share represents an investor’s proportionate ownership of the fund’s holdings and the income those holdings generate. The price that investors pay for mutual fund shares is the fund’s per share net asset value (NAV) plus any transaction fees that the custodian imposes at the time of purchase. The benefits of investing through mutual funds include: Professionally Managed Mutual funds are professionally managed by investment advisers who research, select, and monitor the performance of the securities the fund purchases. 13 Johnson Financial Advisors Part 2A Brochure  Diversification Mutual funds typically have the benefit of diversification, which is an investing strategy that generally sums up as “Don’t put all your eggs in one basket.” Spreading investments across a wide range of companies and industry sectors can help lower the risk if a company or sector fails. Some investors find it easier to achieve diversification through ownership of mutual funds rather than through ownership of individual stocks or bonds. Affordability Some mutual funds accommodate investors who do not have a lot of money to invest by setting relatively low dollar amounts for initial purchases, subsequent monthly purchases, or both. Liquidity At any time, mutual fund investors can readily redeem their shares at the current NAV, less any fees and charges assessed on redemption. Mutual funds also have features that some investors might view as disadvantages: Lack of Control Investors typically cannot ascertain the exact make-up of a fund’s portfolio at any given time, nor can they directly influence which securities the fund manager buys and sells or the timing of those trades. Price Uncertainty With an individual stock, investors can obtain real-time (or close to real-time) pricing information with relative ease by checking financial websites or by calling a broker or your investment adviser. Investors can also monitor how a stock’s price changes from hour to hour—or even second to second. By contrast, with a mutual fund, the price at which an investor purchases or redeems shares will typically depend on the fund’s NAV, which the fund might not calculate until many hours after the investor placed the order. In general, mutual funds must calculate their NAV at least once every business day, typically after the major U.S. exchanges close. Tax Consequences of Mutual Funds When investors buy and hold an individual stock or bond, the investor must pay income tax each year on the dividends or interest the investor receives. However, the investor will not have to pay any capital gains tax until the investor actually sells and makes a profit. Mutual funds are different. When an investor buys and holds mutual fund shares, the investor will owe income tax on any ordinary dividends in the year the investor receives or reinvests them. Moreover, in addition to owing taxes on any personal capital gains when the investor sells shares, the investor may have to pay taxes each year on the fund’s capital gains. That is because the law requires mutual funds to distribute capital gains to shareholders if they sell securities for a profit that cannot be offset by a loss. Exchange-Traded Funds (ETFs) An exchange-traded fund (“ETF”) is a type of Investment Company (usually, an open-end fund or unit investment trust) containing a basket of equities, fixed income instruments, and/or commodities. ETFs may be structured to track the performance of a particular market index, including broad-based or 14 Johnson Financial Advisors Part 2A Brochure  sector-specific indexes. These “passive” ETFs seek to achieve investment results that correspond, before fees and expenses, to the performance of the underlying index by generally holding the same securities, or a representative sample of the securities, included in the index. However, such ETFs may not perfectly track their target index due to fees, expenses, tracking error, market conditions, or portfolio rebalancing. Other ETFs do not seek to replicate the performance of a specific index and instead rely on active portfolio management. Actively managed ETFs may invest in a more limited number of securities, may deviate significantly from market indexes, and may underperform or outperform the broader market depending on market conditions and the effectiveness of the investment manager’s strategies. Unlike traditional mutual funds, which can only be redeemed at the end of a trading day, ETFs trade throughout the day on an exchange. Like mutual funds, the prices of the underlying securities and the overall market affect ETF prices. Similarly, factors affecting a particular industry segment typically affect ETF prices that track that particular sector. Cash and Cash Equivalents The account may hold cash or invest in cash equivalents. Cash equivalents include: 1. Money market funds 2. Bank sweep deposit programs (automatically moves uninvested brokerage cash into FDIC- insured bank accounts to earn interest). 3. Commercial paper (for example, short-term notes with maturities typically up to 12 months in length issued by corporations, governmental bodies or bank/corporation sponsored conduits (asset-backed commercial paper)); 4. Short-term bank obligations (for example, certificates of deposit, bankers' acceptances (time drafts on a commercial bank where the bank accepts an irrevocable obligation to pay at maturity)) or bank notes; 5. Savings association and savings bank obligations (for example, bank notes and certificates of deposit issued by savings banks or savings associations); 6. Securities of the U.S. government, its agencies or instrumentalities that mature, or may be redeemed, in one year or less; 7. Treasury ETFs, which may hold fixed income securities of varying maturities issued by government agencies, floating rate treasury bonds, and TIPS; and 8. Corporate bonds and notes that mature or that may be redeemed in one year or less. Cash and cash equivalents are the most liquid of investments. Cash and cash equivalents are considered very low-risk investments, meaning there is little risk of losing the principal investment. Typically, low risk also means low return and the interest an investor can earn on this type of investment is low relative to other types of investing vehicles. Financial Planning The financial planning tools JFA uses to create financial plans for clients rely on various assumptions, such as estimates of inflation, risk, economic conditions, and rates of return on security asset classes. Return assumptions generally reflect asset class returns instead of actual investment returns, and do not always include fees or expenses that clients would pay if they invested in some specific products. 15 Johnson Financial Advisors Part 2A Brochure  Financial planning software is only a tool used to help guide JFA and the client in developing an appropriate plan, and we cannot guarantee that clients will achieve the results shown in the plan. Results will vary based on the information provided by the client regarding the client’s assets, risk tolerance, and personal information. Changes to the program’s underlying assumptions or differences in actual personal, economic, or market outcomes will generally impact client results. Clients should understand that financial planning software relies on assumptions, estimates, and projections and therefore cannot guarantee future results. We encourage clients to review these assumptions and limitations with us before making any changes to their investments or overall financial plan. If the financial plan includes recommendations for investing in securities, you should understand that investing in securities involves risk of loss, and you should be prepared to bear that risk. Other Risks Cybersecurity Information and technology systems can be vulnerable to damage or interruption from computer viruses, network failures, computer and telecommunication failures, infiltrations by unauthorized persons and security breaches, usage errors by its professionals, power outages and catastrophic events such as fires, tornadoes, floods, hurricanes, and earthquakes. Although we have implemented various measures to manage risks relating to these types of events, if these systems are compromised, or become inoperable for extended periods of time, or cease to function properly, we may have to make a significant investment to fix or replace them. The failure of these systems can cause significant interruptions in our operations and result in a failure to maintain the security, confidentiality or privacy or sensitive data, including personal information relating to clients. Such a failure could potentially harm our reputation, subject us to legal claims, and otherwise have an adverse impact on our ability to perform advisory functions. Pandemics and Other Public Health Crises Pandemics and other health crises, such as the outbreak of an infectious disease such as severe acute respiratory syndrome, avian flu, H1N1/09 flu and COVID-19 or any other serious public health concern, together with any resulting restrictions on travel or quarantines imposed, could have a negative impact on the economy, and business activity in any of the areas in which client investments may be located. Such disruption, or the fear of such disruption, could have a significant and adverse impact on the securities markets, lead to increased short-term market volatility or a significant market downturn, and can have adverse long-term effects on world economies and markets generally. ITEM 9 - DISCIPLINARY INFORMATION JFA and our personnel seek to maintain the highest level of business professionalism, integrity, and ethics. JFA does not have any disciplinary information to disclose. ITEM 10 - OTHER FINANCIAL INDUSTRY ACTIVITIES AND AFFILIATIONS As a registered investment adviser, we are required to disclose when our firm, or our personnel, have any other financial industry affiliations. 16 Johnson Financial Advisors Part 2A Brochure  Representatives of Broker-Dealer and Licensed Insurance Agents Certain associated persons of JFA also serve as registered representative/registered principal of Osaic, Inc., a FINRA-registered broker-dealer/member SIPC and offer securities products in that capacity. These individuals are also licensed as insurance agents and recommend life insurance and variable insurance products. When acting in their capacity as registered representative/principal or insurance agent, these individuals receive commission-based compensation, including commissions and other transaction- based compensation, from Osaic, Inc. and from insurance companies whose products they recommend. These activities are separate and apart from the advisory services provided by JFA. The receipt of commissions creates a conflict of interest, as it provides an incentive for these individuals to recommend securities or insurance products that generate compensation rather than recommending investments solely based on a client’s needs. In addition, clients who purchase such products typically pay commissions or other transaction-based charges in addition to advisory fees paid to JFA. To address these conflicts, JFA and its associated persons operate under a fiduciary duty that requires them to place the interests of our clients ahead of their own and to make recommendations that they believe are in the best interest of the client. Clients are not obligated to purchase securities or insurance products through these individuals. If clients choose to implement recommendations made as part of their financial plan, they may do so through JFA’s associated persons acting in their separate capacities as registered representative/ principal or insurance agent, or through any other broker-dealer, insurance agent, or professional of their choosing. ITEM 11 - CODE OF ETHICS, PARTICIPATION OR INTEREST IN CLIENT TRANSACTIONS AND PERSONAL TRADING Code of Ethics JFA believes that we owe clients the highest level of trust and fair dealing. As part of our fiduciary duty, we place the interests of our clients ahead of the interests of the firm and our personnel. JFA’s personnel are required to conduct themselves with integrity at all times and follow the principles and policies detailed in our Code of Ethics. JFA’s Code of Ethics attempts to address specific conflicts of interest that either we have identified or that could likely arise. JFA’s personnel are required to follow clear guidelines from the Code of Ethics in areas such as gifts and entertainment, other business activities, prohibitions of insider trading, and adherence to applicable state and federal securities laws. Additionally, individuals who formulate investment advice for clients, or who have access to nonpublic information regarding any clients’ purchase or sale of securities are subject to personal trading policies governed by the Code of Ethics (see below). JFA will provide a complete copy of the Code of Ethics to any client or prospective client upon request. 17 Johnson Financial Advisors Part 2A Brochure  Personal Trading Practices JFA and our personnel may purchase or sell securities for themselves, regardless of whether the transaction would be appropriate for a client’s account. JFA and our personnel may purchase or sell securities for themselves that we also utilize for clients. This presents a potential conflict of interest as we may have an incentive to take investment opportunities from clients for our own benefit, favor our personal trades over client transactions when allocating trades, or to use the information about the transactions we intend to make for clients to our personal benefit by trading ahead of clients. Our policies to address these conflicts include the following: 1. We conduct all personal and proprietary trades in a manner that all client accounts receive fair and equitable treatment. Consequently, clients receive the opportunity to act on investment decisions prior to and in preference to accounts of JFA and our personnel. 2. JFA prohibits trading in a manner that takes personal advantage of price movements caused by client transactions. 3. JFA requires our personnel to report personal securities transactions on a quarterly basis. 4. Under certain limited circumstances, we may make exceptions to the policies stated above. If applicable, JFA will maintain records of these trades including the reasons for any exceptions. ITEM 12 - BROKERAGE PRACTICES The Custodian and Brokers We Use Clients must maintain assets in an account at a “qualified custodian,” generally a broker-dealer or bank. We recommend that clients use Fidelity Institutional Wealth Services, a division of Fidelity Brokerage Services, Inc. (“Fidelity”), a business unit of Fidelity Investments that provides custody, clearing, and related services to independent investment advisers like us. Client assets are generally held at National Financial Services LLC (“NFS”), a FINRA-registered broker-dealer and member SIPC. Additionally, we previously recommended that clients custody assets with NFS through our broker-dealer relationship with Osaic, Inc. (“Osaic”) where some JFA client accounts are still held. JFA is independently owned and operated and unaffiliated with Fidelity/NFS/Osaic. While we recommend that clients use Fidelity as custodian, the client must decide whether to do so and open accounts with Fidelity by entering into account agreements directly with them. We do not open accounts for clients, although we may assist them in doing so. Our recommendation of Fidelity is based on a variety of factors we believe are relevant to clients, which include financial strength and stability, breadth of available investment products, quality of execution, pricing, technology, reporting capabilities, operational efficiency, service support, and overall capabilities. Fidelity and its affiliates typically do not charge separate custody fees. Instead, Fidelity and NFS are compensated through commissions, transaction fees, mark-ups or mark-downs, mutual fund servicing fees, or other fees and charges paid directly by clients. These fees are separate from and in addition to the advisory fees clients pay to us. 18 Johnson Financial Advisors Part 2A Brochure  Our recommendation of Fidelity creates a conflict of interest because JFA and our supervised persons may receive economic or non-cash benefits from Fidelity or its affiliates as a result of our advisory relationship with them. These benefits can include, but are not limited to, access to institutional technology platforms, data aggregation, portfolio accounting and reporting tools, trading and operational support, practice-management consulting, educational events, training, marketing resources, and other support services. These benefits are not typically available to retail investors and are not generally provided in connection with client accounts held at other custodians. Although these benefits are designed to assist us in servicing clients more efficiently, they may create an incentive for us to recommend Fidelity Institutional over other custodians. Best Execution We have a fiduciary duty to seek best execution for client transactions. In seeking best execution, we consider a range of factors, including the overall cost of the transaction, execution quality, financial stability, responsiveness, and the custodial platform’s ability to support our investment strategies. We periodically review our custodial relationships as part of our best execution and compliance reviews. Directed Brokerage Transactions JFA does not allow clients to direct us to use a specific broker-dealer to execute transactions. Clients must use the broker-dealers that JFA recommends. Not all investment advisers require their clients to use specific brokers. Since we require clients to maintain their accounts with Fidelity, it is also important for clients to consider and compare the significant differences between having assets custodied at another broker-dealer, bank, or other custodian prior to opening an account with us. Some of these differences include but are not limited to; total account costs, trading freedom, transaction fees/commission rates, and security and technology services. By requiring clients to use Fidelity, JFA believes we may be able to more effectively manage the client’s portfolio, achieve favorable execution of client transactions, and lower the overall costs to the portfolio. Aggregation and Allocation of Transactions JFA enters transactions for each client independently and does not aggregate (combine) client orders. Aggregating trades may benefit clients by purchasing or selling in larger blocks in an attempt to take advantage of better pricing or lower trading costs. We do not feel that clients are at a disadvantage because we do not aggregate client orders. JFA primarily uses mutual funds to manage client accounts. Mutual funds are priced once daily. As the daily price is the same for each investor, we have no opportunity to obtain better pricing through aggregating. Additionally, the broker-dealer/custodians charge each account an individual transaction fee regardless of whether we aggregate or not, so we are unable to lower trading costs through aggregation. 19 Johnson Financial Advisors Part 2A Brochure  ITEM 13 - REVIEW OF ACCOUNTS Managed Account Reviews Investment Management Services JFA seeks to meet client objectives by monitoring clients’ investment portfolios on a regular basis. Each individual client and JFA determines the frequency of review, which may be at any chosen interval. JFA may request more immediate reviews if we determine that special circumstances or material factors warrant additional attention such as material market, economic, or political events, or changes in a client’s individual circumstances. Philip Johnson, Chairman, and Marcus Johnson, President and CEO, conduct all client account reviews. Financial Planning Services We encourage financial planning clients whose accounts are not managed by JFA, to have their financial plans updated annually or whenever there is a significant change in their financial or personal circumstances. Account Reporting Investment Management Services Each client receives a written statement from the custodian that includes an accounting of all holdings and transactions in the account for the reporting period. In addition, JFA may provide additional reporting as agreed upon by JFA and the client on a case-by-case basis. Financial Planning Services After the initial plan, financial planning clients only receive additional reporting upon request and as agreed upon by JFA and the client. ITEM 14 - CLIENT REFERRALS AND OTHER COMPENSATION Support Products and Services We do not receive cash compensation or direct referral fees from Fidelity, NFS, Osaic, or any of their affiliates for referring clients or client assets to them. However, as described in Item 12 above, we and our supervised persons may receive economic or non-cash benefits from Fidelity and its affiliates in connection with our use of their institutional platform. These benefits may include technology, operational support, training, marketing assistance, practice-management services, and other support that benefits our firm but may not directly benefit client accounts. These benefits are generally not contingent upon any specific level of client assets or transactions, but they nevertheless create a conflict of interest because they provide an incentive for us to recommend Fidelity Institutional as a custodian. We do not base particular investment advice, such as buying particular securities for our clients, on the availability of Fidelity’s products and services to us. 20 Johnson Financial Advisors Part 2A Brochure  Client Referral Fees If an unaffiliated solicitor introduces a client to JFA, we generally pay that solicitor a referral fee in accordance with the requirements of Rule 206(4)-1 of the Investment Advisers Act of 1940, and any corresponding state securities law requirements. “Google My Business” Referrals JFA participates in Google’s lead generation program through Google My Business (often referred to as Google Maps and Google Search). As part of this program, our firm may be designated as "Google Screened," a status that indicates we have passed certain background checks and qualifications required by Google. We pay Google for advertisements to promote our services and are charged when a potential client reaches out to us after finding our firm through Google My Business. These leads are typically generated through Google Search or Google Maps, where we may appear in search results or the local listings. While we strive to provide objective, best-interest advice to our clients, we want to disclose that we are financially involved in generating these leads through Google’s paid advertising platform. This may influence the visibility of our firm to potential clients who are searching for financial advisory services. If you have any questions regarding our participation in Google’s lead generation program, or how we acquire clients, please feel free to contact us directly. “Ramsey Solutions” Referrals JFA has entered into a referral arrangement with The Lampo Group, LLC (dba Ramsey Solutions or “RS”), whereby RS refers potential clients to JFA. Under this agreement, JFA pays RS a one-time training fee and ongoing monthly fees for client referrals. When an individual is soliciting an advisor thru RS, they will be given the names, locations and contact information of five different advisors who are participating in the referral program. Those same five advisors receive the contact information of the individual from RS. It is left to the discretion of the advisor whether they will make contact with the individual. Ultimately, it is the individual’s decision to evaluate the advisors that have been referred to them. Our firm pays a monthly subscription to RS regardless of whether a referred individual becomes a client. There may be a conflict of interest, as RS’s recommendation of JFA is not based solely on an objective assessment of JFA’s services but is influenced by financial compensation. Clients referred to JFA by RS do not pay higher fees for advisory services as a result of this arrangement. However, clients should independently evaluate whether JFA’s services meet their needs before engaging the Firm. Outside Referrals JFA may refer clients to unaffiliated professionals for specific needs, such as legal, and/or tax/accounting services. In turn, these professionals may refer clients to JFA for investment management. We do not have any agreements with individuals or companies that we refer clients to, and we do not receive any compensation for these referrals. However, it could be concluded that JFA is receiving an indirect economic benefit from the arrangement, as the relationships are mutually beneficial. For example, there could be an incentive for us to recommend services of firms who refer clients to JFA. 21 Johnson Financial Advisors Part 2A Brochure  JFA only refers clients to professionals we believe are competent and qualified in their field, but it is ultimately the client’s responsibility to evaluate the provider, and it is solely the client’s decision whether to engage a recommended firm. Clients are under no obligation to purchase any products or services through these professionals, and JFA has no control over the services provided by another firm. Clients who choose to engage these professionals will sign a separate agreement with the other firm. Fees charged by the other firm are separate from and in addition to fees charged by JFA. If the client desires, JFA will work with these professionals or the client’s other advisors (such as an accountant or attorney) to help ensure that the provider understands the client’s investments and to coordinate services for the client. JFA does not share information with an unaffiliated professional unless first authorized by the client. ITEM 15 - CUSTODY JFA has limited custody of some of our clients’ funds or securities when the clients authorize us to deduct our management fees directly from the client’s account. A qualified custodian (generally a broker-dealer, bank, trust company, or other financial institution) holds clients’ funds and securities. Clients will receive statements directly from their qualified custodian at least quarterly (generally, monthly). The statements will reflect the client’s funds and securities held with the qualified custodian as well as any transactions that occurred in the account, including the deduction of our fee. JFA is also deemed to have custody of clients’ funds or securities when clients have standing authorizations with their custodian to move money from a client’s account to a third-party (“SLOA”) and under that SLOA authorize us to designate the amount or timing of transfers with the custodian. The SEC has set forth a set of standards intended to protect client assets in such situations, which we follow. Clients should carefully review the account statements they receive from the qualified custodian. When clients receive statements from JFA as well as from the qualified custodian, they should compare these two reports carefully. Clients with any questions about their statements should contact us at the address or phone number on the cover of this brochure. Clients who do not receive a statement from their qualified custodian at least quarterly should also notify us. ITEM 16 - INVESTMENT DISCRETION Discretionary Management JFA has full discretion to decide the specific security to trade, the quantity, and the timing of transactions for client accounts. JFA will not contact clients before placing trades in their account, but clients will receive confirmations directly from the broker for any trades placed unless they have chosen to disable trade alerts in their account. Clients grant us discretionary authority in the contracts they sign with us. Clients also give us trading authority within their accounts when they sign the custodian paperwork. 22 Johnson Financial Advisors Part 2A Brochure  Certain client-imposed conditions may limit our discretionary authority, such as where the client prohibits transactions in specific security types. See also Tailored Services and Client Imposed Restrictions under Item 4, above. ITEM 17 - VOTING CLIENT SECURITIES Proxy Voting JFA will not ask for, nor accept, voting authority for client securities. Clients will receive proxies directly from the issuer of the security or the custodian. Clients should direct all proxy questions to the issuer of the security. ERISA For accounts subject to ERISA, an authorized plan fiduciary other than JFA will retain proxy voting authority. Our investment advisory agreement and/or the plan’s written documents will evidence and outline this authority. Mutual Funds The investment adviser that manages the assets of a registered investment company (i.e., mutual fund) generally votes proxies issued on the underlying securities held by the mutual fund. Class Actions JFA does not instruct or give advice to clients on whether or not to participate as a member of class action lawsuits and will not automatically file claims on the client’s behalf. Clients should refer to their account custodian for transaction information needed for the client to file a proof of claim in a class action. ITEM 18 - FINANCIAL INFORMATION Registered investment advisers are required in this item to provide clients with certain financial information or disclosures about the firm’s financial condition. JFA does not require the prepayment of more than $1,200 in fees per client, six months or more in advance, does not have or foresee any financial condition that is reasonably likely to impair our ability to meet contractual commitments to clients, and has not been the subject of a bankruptcy proceeding. 23 Johnson Financial Advisors Part 2A Brochure  Form ADV, Part 2B Brochure Supplement Philip Johnson Marcus Johnson Philip O. Johnson & Company, Ltd. d/b/a Johnson Financial Advisors 1095 W. Rio Salado Pkwy., Suite 201 Tempe, AZ 85281-2610 Ph: (602) 242-4000 www.johnsonfinancial.com March 19, 2026 This brochure supplement provides information about Philip Johnson and Marcus Johnson that supplements the Johnson Financial Advisors brochure. You should have already received a copy of that brochure. Please contact us at (602) 242-4000 or marcus@johnsonfinancial.com f you did not receive our brochure or if you have any questions about the contents of this supplement. Additional information about the above-named individuals is available on the SEC’s website at www.adviserinfo.sec.gov. ITEM 1 - COVER PAGE  Philip Johnson ITEM 2 - EDUCATIONAL BACKGROUND AND BUSINESS EXPERIENCE Philip Johnson, b. 1955 Education: • CFP®; CERTIFIED FINANCIAL PLANNER™, College for Financial Planning, 1982 • Phil attended Glendale Community College (1973) and Brigham Young University (1976-1978) Business Background: • Chairman, Johnson Financial Advisors, 03/2026 to present • President, Johnson Financial Advisors, 10/1981 to 03/2026 • Chief Compliance Officer, Johnson Financial Advisors, 10/1981 to 12/2025 • Registered Principal, Osaic, Inc., 06/2024 to present • Registered Principal, Securities America, Inc., 02/1991 to 06/2024 *Professional Designation: Philip Johnson holds the following professional designations: CERTIFIED FINANCIAL PLANNER™ professional I am certified for financial planning services in the United States by Certified Financial Planner Board of Standards, Inc. (“CFP Board”). Therefore, I may refer to myself as a CERTIFIED FINANCIAL PLANNER™ professional or a CFP® professional, and I may use these and CFP Board’s other certification marks (the “CFP Board Certification Marks”). The CFP® certification is voluntary. No federal or state law or regulation requires financial planners to hold the CFP® certification. You may find more information about the CFP® certification at www.CFP.net. CFP® professionals have met CFP Board’s high standards for education, examination, experience, and ethics. To become a CFP® professional, currently an individual must fulfill the following requirements: • Education – Earn a bachelor’s degree or higher from an accredited college or university and complete CFP Board-approved coursework at a college or university through a CFP Board Registered Program. The coursework covers the financial planning subject areas CFP Board has determined are necessary for the competent and professional delivery of financial planning services, as well as a comprehensive financial plan development capstone course. A candidate may satisfy some of the coursework requirement through other qualifying credentials. CFP Board implemented the bachelor’s degree or higher requirement in 2007 and the financial planning development capstone course requirement in March 2012. Therefore, a CFP® professional who first became certified before those dates may not have earned a bachelor’s or higher degree or completed a financial planning development capstone course. • Examination – Pass the comprehensive CFP® Certification Examination. The examination is designed to assess an individual’s ability to integrate and apply a broad base of financial planning knowledge in the context of real-life financial planning situations. ii Johnson Financial Advisors Part 2B Supplements  • Experience – Complete 6,000 hours of professional experience related to the personal financial planning process, or 4,000 hours of apprenticeship experience that meets additional requirements. • Ethics – Satisfy the Fitness Standards for Candidates for CFP® Certification and Former CFP® Professionals Seeking Reinstatement and agree to be bound by CFP Board’s Code of Ethics and Standards of Conduct (“Code and Standards”), which sets forth the ethical and practice standards for CFP® professionals. Individuals who become certified must complete the following ongoing education and ethics requirements to remain certified and maintain the right to continue to use the CFP Board Certification Marks: • Ethics – Commit to complying with CFP Board’s Code and Standards. This includes a commitment to CFP Board, as part of the certification, to act as a fiduciary, and therefore, act in the best interests of the client, at all times when providing financial advice and financial planning. CFP Board may sanction a CFP® professional who does not abide by this commitment, but CFP Board does not guarantee a CFP® professional's services. A client who seeks a similar commitment should obtain a written engagement that includes a fiduciary obligation to the client. • Continuing Education – Complete 30 hours of continuing education every two years to maintain competence, demonstrate specified levels of knowledge, skills, and abilities, and keep up with developments in financial planning. Two of the hours must address the Code and Standards. ITEM 3 - DISCIPLINARY INFORMATION Philip Johnson has no legal or disciplinary events to disclose. ITEM 4 - OTHER BUSINESS ACTIVITIES In addition to providing investment advice through JFA, Philip Johnson engages in the following: Registered Principal of Unaffiliated Broker-Dealer Philip Johnson is a Registered Principal with Osaic, Inc. (“Osaic”), a full-service broker-dealer based in Scottsdale, Arizona, member FINRA/SIPC. When acting in his separate capacity as a Registered Principal of Osaic, he may transact in the same security types that are utilized in JFA client accounts. However, Phil Johnson does not earn broker-dealer commissions in advisory, or “fee-based,” accounts managed by JFA. Because commissions on transactions in an account may be more or less than an advisory fee for the account would be, Mr. Johnson has a financial incentive to recommend the type of account for which he will receive the most compensation. He controls this conflict of interest by discussing with clients the advantages and disadvantages of establishing a fee-based account through JFA versus establishing a commission-based account through Osaic. In commission-based accounts through Osaic, Mr. Johnson receives 12b-1 fees from certain mutual fund companies as outlined in the fund’s prospectus. 12b-1 fees come from fund assets, therefore, indirectly from client assets. The receipt of such fees could represent an incentive for him to recommend funds with 12b-1 fees over funds that have no fees or lower fees. iii Johnson Financial Advisors Part 2B Supplements  Mr. Johnson only receives 12b-1 fees in commission-based brokerage accounts. However, if 12b-1 fee- paying mutual funds are held in an advisory account, any 12b-1 fees paid will be credited to the account holder and not retained by Mr. Johnson. Insurance Agent Philip Johnson is independently licensed to sell annuities and life and health insurance through various companies. When acting in this capacity, he will receive commissions for selling insurance and annuity products. Thus, he has a financial incentive to recommend the sale of insurance products that pay commissions. This compensation represents a conflict of interest. He controls this conflict of interest by discussing with clients the advantages and disadvantages of insurance products in general; further, he discusses the relative advantages and disadvantages of different insurance products. Clients are never obligated or required to purchase insurance products from or through Mr. Johnson and may choose any independent insurance agent and insurance company to purchase insurance products. Regardless of the insurance agent selected, the insurance agent or agency will receive normal commissions from the sale. ITEM 5 - ADDITIONAL COMPENSATION Aside from broker-dealer and insurance-related commissions as described above, Philip Johnson’s only compensation comes from his regular salary and business distributions from his ownership of JFA. ITEM 6 - SUPERVISION Marcus Johnson is the Chief Compliance Officer of JFA. He is responsible for developing, overseeing and enforcing the firm’s compliance programs that have been established to monitor and supervise the activities and services provided by the firm and its representatives. Marcus Johnson can be contacted at 602-242-4000. iv Johnson Financial Advisors Part 2B Supplements  Marcus Johnson ITEM 2 - EDUCATIONAL BACKGROUND AND BUSINESS EXPERIENCE Marcus Johnson, b. 1986 Education: • CFP®; CERTIFIED FINANCIAL PLANNER™, College for Financial Planning, 2014 • Boston University, Certificate in Financial Planning, 2013 • Marriott School of Business at Brigham Young University, B.S. in Business Management – Finance, 2010 Business Background: Investment Adviser Representative, Johnson Financial Advisors, 02/2012 to present • President and CEO, Johnson Financial Advisors, 03/2026 to present • Chief Compliance Officer, Johnson Financial Advisors, 01/2026 to present • • Registered Representative, Osaic, Inc., 06/2024 to present • Registered Representative, Securities America, Inc., 07/2010 to 06/2024 *Professional Designation: Marcus Johnson holds the following professional designations: CERTIFIED FINANCIAL PLANNER™ professional I am certified for financial planning services in the United States by Certified Financial Planner Board of Standards, Inc. (“CFP Board”). Therefore, I may refer to myself as a CERTIFIED FINANCIAL PLANNER™ professional or a CFP® professional, and I may use these and CFP Board’s other certification marks (the “CFP Board Certification Marks”). The CFP® certification is voluntary. No federal or state law or regulation requires financial planners to hold the CFP® certification. You may find more information about the CFP® certification at www.CFP.net. CFP® professionals have met CFP Board’s high standards for education, examination, experience, and ethics. To become a CFP® professional, currently an individual must fulfill the following requirements: • Education – Earn a bachelor’s degree or higher from an accredited college or university and complete CFP Board-approved coursework at a college or university through a CFP Board Registered Program. The coursework covers the financial planning subject areas CFP Board has determined are necessary for the competent and professional delivery of financial planning services, as well as a comprehensive financial plan development capstone course. A candidate may satisfy some of the coursework requirement through other qualifying credentials. CFP Board implemented the bachelor’s degree or higher requirement in 2007 and the financial planning development capstone course requirement in March 2012. Therefore, a CFP® professional who first became certified before those dates may not have earned a bachelor’s or higher degree or completed a financial planning development capstone course. • Examination – Pass the comprehensive CFP® Certification Examination. The examination is designed to assess an individual’s ability to integrate and apply a broad base of financial planning knowledge in the context of real-life financial planning situations. v Johnson Financial Advisors Part 2B Supplements  • Experience – Complete 6,000 hours of professional experience related to the personal financial planning process, or 4,000 hours of apprenticeship experience that meets additional requirements. • Ethics – Satisfy the Fitness Standards for Candidates for CFP® Certification and Former CFP® Professionals Seeking Reinstatement and agree to be bound by CFP Board’s Code of Ethics and Standards of Conduct (“Code and Standards”), which sets forth the ethical and practice standards for CFP® professionals. Individuals who become certified must complete the following ongoing education and ethics requirements to remain certified and maintain the right to continue to use the CFP Board Certification Marks: • Ethics – Commit to complying with CFP Board’s Code and Standards. This includes a commitment to CFP Board, as part of the certification, to act as a fiduciary, and therefore, act in the best interests of the client, at all times when providing financial advice and financial planning. CFP Board may sanction a CFP® professional who does not abide by this commitment, but CFP Board does not guarantee a CFP® professional's services. A client who seeks a similar commitment should obtain a written engagement that includes a fiduciary obligation to the client. • Continuing Education – Complete 30 hours of continuing education every two years to maintain competence, demonstrate specified levels of knowledge, skills, and abilities, and keep up with developments in financial planning. Two of the hours must address the Code and Standards. ITEM 3 - DISCIPLINARY INFORMATION Marcus Johnson has no disciplinary history to disclose. ITEM 4 - OTHER BUSINESS ACTIVITIES In addition to providing investment advice through JFA, Marcus Johnson engages in the following: Registered Representative of Unaffiliated Broker-Dealer Marcus Johnson is a Registered Representative with Osaic, Inc. (“Osaic”), a full-service broker-dealer based in Scottsdale, Arizona, member FINRA/SIPC. When acting in his separate capacity as a Registered Representative of Osaic, he may transact in the same security types that are utilized in JFA client accounts. However, Phil Johnson does not earn broker-dealer commissions in advisory, or “fee-based,” accounts managed by JFA. Because commissions on transactions in an account may be more or less than an advisory fee for the account would be, Mr. Johnson has a financial incentive to recommend the type of account for which he will receive the most compensation. He controls this conflict of interest by discussing with clients the advantages and disadvantages of establishing a fee-based account through JFA versus establishing a commission-based account through Osaic. In commission-based accounts through Osaic, Mr. Johnson receives 12b-1 fees from certain mutual fund companies as outlined in the fund’s prospectus. 12b-1 fees come from fund assets, therefore, indirectly from client assets. The receipt of such fees could represent an incentive for him to recommend funds with 12b-1 fees over funds that have no fees or lower fees. vi Johnson Financial Advisors Part 2B Supplements  Mr. Johnson only receives 12b-1 fees in commission-based brokerage accounts. However, if 12b-1 fee- paying mutual funds are held in an advisory account, any 12b-1 fees paid will be credited to the account holder and not retained by Mr. Johnson. Insurance Agent Marcus Johnson is independently licensed to sell annuities and life and health insurance through various companies. When acting in this capacity, he will receive commissions for selling insurance and annuity products. Thus, he has a financial incentive to recommend the sale of insurance products that pay commissions. This compensation represents a conflict of interest. He controls this conflict of interest by discussing with clients the advantages and disadvantages of insurance products in general; further, he discusses the relative advantages and disadvantages of different insurance products. Clients are never obligated or required to purchase insurance products from or through Mr. Johnson and may choose any independent insurance agent and insurance company to purchase insurance products. Regardless of the insurance agent selected, the insurance agent or agency will receive normal commissions from the sale. ITEM 5 - ADDITIONAL COMPENSATION Marcus Johnson’s only compensation comes from his regular salary and the business he brings to JFA. ITEM 6 - SUPERVISION Marcus Johnson is the Chief Compliance Officer of JFA. He is responsible for developing, overseeing and enforcing the firm’s compliance programs that have been established to monitor and supervise the activities and services provided by the firm and its representatives. Marcus Johnson can be contacted at 602-242-4000. vii Johnson Financial Advisors Part 2B Supplements  Privacy Information Rev. January 2026 FACTS WHAT DOES JOHNSON FINANCIAL ADVISORS DO WITH YOUR PERSONAL INFORMATION? Why? Financial companies choose how they share your personal information. Federal law gives consumers the right to limit some but not all sharing. Federal law also requires us to tell you how we collect, share, and protect your personal information. Please read this notice carefully to understand what we do. What? The types of personal information we collect and share depend on the product or service you have with us. This information can include: Social Security number and income • • account balances and transaction history • assets and risk tolerance When you are no longer our customer, we continue to share your information as described in this notice. How? All financial companies need to share customers’ personal information to run their everyday business. In the section below, we list the reasons financial companies can share their customers’ personal information; the reasons Johnson Financial Advisors chooses to share; and whether you can limit this sharing. Reasons we can share your personal information Can you limit this sharing? Does Johnson Financial Advisors share? YES NO For our everyday business purposes - as permitted by law NO We Don’t Share For our marketing purposes - to offer our products and services to you For joint marketing with other financial companies NO We Don’t Share NO We Don’t Share For our affiliates’ everyday business purposes - information about your transactions and experiences NO We Don’t Share For our affiliates’ everyday business purposes - information about your creditworthiness For nonaffiliates to market to you NO We Don’t Share Questions? Call (602) 242-4000 or go to www.johnsonfinancial.com  Page 2 WHO WE ARE Who is providing this notice? Johnson Financial Advisors WHAT WE DO How does Johnson Financial Advisors protect my personal information? To protect your personal information from unauthorized access and use, we use security measures that comply with federal law. These measures include computer safeguards and secured files and buildings. We collect your personal information, for example, when you seek advice about your investments How does Johnson Financial Advisors collect my personal information? tell us about your investment or retirement portfolio tell us about your investment or retirement earnings • • enter into an investment advisory contract • • • give us your contact information We also collect your personal information from other companies. Why can’t I limit all sharing? Federal law gives you the right to limit only: • sharing for affiliates’ everyday business purposes - information about your creditworthiness sharing for nonaffiliates to market to you • affiliates from using your information to market to you • State laws and individual companies may give you additional rights to limit sharing. DEFINITIONS Affiliates Companies related by common ownership or control. They can be financial and nonfinancial companies. Johnson Financial Advisors has no affiliates • Nonaffiliates Companies not related by common ownership or control. They can be financial and non-financial companies. • Johnson Financial Advisors does not share with nonaffiliates so they can market to you Joint Marketing A formal agreement between nonaffiliated financial companies that together market financial products or services to you. Johnson Financial Advisors does not jointly market •