JOHNSON & SHUTE INVESTMENT ADVISORS, INC.

Item 1 Cover Page JOHNSON & SHUTE INVESTMENT ADVISORS, INC. 19125 NORTH CREEK PARKWAY, Suite 120 Bothell, Washington 98011 P: 425-615-6808 email: jsia@johnsonandshute.com February 17, 2026 This brochure provides information about the qualifications and business practices of Johnson & Shute Investment Advisors, Inc. If you have any questions about the contents of this brochure, please contact us at 425-615-6808. 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. Registration with the SEC or any state securities authority does not imply a certain level of skill or training. Additional information about Johnson & Shute Investment Advisors, Inc. is also available on the SEC’s website at www.advisorinfo.sec.gov. Our Central Registration Depository (CRD) number is 116667. I  Item 2 Material Changes This Firm Brochure, dated February 17, 2026, is our disclosure document prepared according to the SEC's requirements and rules. As a SEC registered investment adviser, our firm is required to comply with the new reporting and filing requirements. As you will see, this document is a narrative that is substantially different in form and content, and includes some new information that we were not previously required to disclose. Our last annual update occurred on March 3, 2025. Since the previous annual update, there have been no material changes. After our initial filing of this Brochure, this Item will be used to provide our clients with a summary of new and/or updated information. We will inform you of the revision(s) based on the nature of the updated information. Consistent with the new rules, we will ensure that you receive a summary of any material changes to this and subsequent Brochures within 120 days of the close of our business' fiscal year. Furthermore, we will provide you with other interim disclosures about material changes as necessary. II  Item 3 TABLE OF CONTENTS TOPIC PAGE Cover Page I Material Changes II Table of Contents III Advisory Business 1 Fees and Compensation 1 Performance Based Fees 2 Types of Clients 2 Methods of Analysis, Investment Strategies and Risk of Loss 2 Disciplinary Information 3 Other Financial Industry Activities and Affiliations 3 Code of Ethics, Participation or Interest in Client Transactions and Personal Trading 4 Brokerage Practices 4 Review of Accounts 5 Client Referrals and Other Compensation 6 Custody 6 Investment Discretion 6 Voting Client Securities 6 Financial Information 7 Supplemental Information 8 III  Item 4 ADVISORY BUSINESS Johnson & Shute Investment Advisors, Inc. has been in business since 1989. The company offers investment management services to a diverse client group, including individuals, pension and profit-sharing accounts, trusts, estates and business organizations. Gregory Radovich is the principal owner of the company. The management services provided include reviewing a client’s financial situation and discussing with the client their risk tolerance, investment time horizon and return needs. The client then selects one of our model portfolios that is appropriate for their situation. Our services include periodically rebalancing client portfolios to remain in line with the target percentages of the model portfolio. Clients may request to omit or replace one or more asset classes included in our model portfolios, although this is not recommended. See page two for a discussion of the firm’s investment strategies. Our management services include meeting clients upon request to review changes in their financial situation, investment goals or risk tolerance and/or to review investment performance. Client assets are managed on a non-discretionary basis and totaled $ 137,308,342 as of December 31, 2025. We do not manage any client assets on a discretionary basis. Item 5 FEES AND COMPENSATION We are compensated for our services as investment advisors by charging our clients a fee based upon the amount of assets under management. The scope of our services included in this fee are discussed in our engagement letter and include discussing our client’s financial situation, investment goals and risk tolerance, selecting a model investment portfolio and meetings related to changes in the foregoing and discussions of portfolio performance. Additional services may be contracted under a separate agreement and charged a fee as negotiated with the client. Our annual fee for investment advisory services is generally computed on the following fee schedule: 1% on amounts up to $1,000,000 .5% on amounts from $1,000,000 to $1,500,000 .25% on amounts above $1,500,000 Individual client fee schedules may vary from the above schedule under special circumstances but are non-negotiable. Fees are computed and collected and the end of each quarter. The fee is calculated based on the beginning balance at each quarter, plus contributions and minus 1  withdrawals made during the quarter, and pro-rated on a daily basis. We will send every client a written invoice, including the fee, the formula used to calculate the fee, the fee calculation itself, the time period covered by the fee and the amount of assets under management on which the fee was based. We will also include the name of the custodian(s) on the fee invoice. The fee is billed to the client’s account quarterly and these statements will be sent to the client concurrent with the request for payment or payment of our advisory fees. We urge you to compare this information with the fees listed in the account statement. Under special circumstances, clients may be billed directly for their fees. Clients have the right to terminate the advisory contract without penalty or advisory fees within five business days of entering into the contract. Upon termination of the advisory relationship after the initial five days, the final billing will be computed on a pro-rated basis. The fee will be based upon the number of days in the quarter services were provided prior to the termination of the relationship. Clients may pay other types of fees in connection with their investments, including mutual fund expenses and brokerage and other transaction costs (see “Brokerage Practices” on page 4.) We do not receive any compensation, including 12b-1 fees, from mutual funds in connection with the purchase or sale of securities. We are deemed to be a fiduciary to advisory clients that have 401K accounts and individual retirement accounts (IRAs) pursuant to the Employee Retirement Income and Securities Act ("ERISA"), and regulations under the Internal Revenue Code of 1986 (the "Code"), respectively. As such, our firm is subject to specific duties and obligations under ERISA and the Internal Revenue Code that include among other things, restrictions concerning certain forms of compensation. Item 6 PERFORMANCE BASED FEES AND SIDE-BY-SIDE MANAGEMENT We do not accept performance based fees. Item 7 TYPES OF CLIENTS We generally provide investment advice to individuals and pension and profit-sharing plans. We may also provide investment advice to trusts, estates, charitable organizations, corporations or other business entities. Our general minimum account size is $100,000. We may accept an account below this minimum under special circumstances, generally with a minimum annual fee of $500. The minimum fee may be waived under special circumstances. 2  Item 8 METHODS OF ANALYSIS, INVESTMENT STRATEGIES AND RISK OF LOSS The company develops a series of model portfolios with varying levels of expected risk and return for clients to select from. The model portfolios consist of passively managed mutual funds representing various asset classes in both the equity and bond markets. Each model portfolio contains the same set of equity mutual funds in the same relative mix as the other model portfolios. Each model portfolio also contains the same set of fixed income mutual funds as the other model portfolios, except the all equity model portfolio which contains no fixed income funds. The difference between each of the series of model portfolios is the percentage of the portfolio invested in the fixed income mutual funds, ranging from 80% (very conservative) to 0% (very aggressive) in 10% increments. The funds used are selected for their efficiency and low cost in earning asset class returns. Methods of analysis used to determine the asset classes and actual funds used in the model portfolios include fundamental and technical methods applied to historic returns. The company uses a long-term purchase investment strategy within each model portfolio. Investing in securities involves risk of loss that the client should be prepared to bear. Our model portfolios will experience month-to-month and year-to-year volatility, and the success of any investment plan is dependent upon accepting the volatility and remaining invested for the long term. Clients are shown the risk of loss for each model portfolio based upon historical returns of the model portfolio or a similarly constructed portfolio if the asset classes in the model portfolio were not available in the period under analysis. The material risk to each model portfolio is that an event will happen outside of historical experience that could have an unforeseen negative effect on the model portfolio. Our model portfolios consist of passively managed equity and fixed income asset class mutual funds, both domestic and foreign. The material risks involved are primarily a market decrease in any of the equity or fixed income asset classes included in the model portfolios or a general market decrease across asset classes. Item 9 DISCIPLINARY INFORMATION Neither the company nor its employees have been subject to any disciplinary events by any court or regulatory agency since the company began doing business in 1989. Item 10 OTHER FINANCIAL INDUSTRY ACTIVITIES AND AFFLIATIONS 3  Johnson & Shute Investment Advisors, Inc. is not a registered broker dealer and has no affiliations or material arrangements with any related person or service provider which creates a material conflict of interest with clients. Johnson & Shute Investment Advisors, Inc. is a separate entity from, and is not related to, Johnson & Shute, P.S., an accounting firm. Rodger Shute is not an owner of either Johnson & Shute Investment Advisors, Inc. or Johnson & Shute, P.S. Item 11 CODE OF ETHICS, PARTICIPATION OR INTEREST IN CLIENT TRANSACTIONS AND PERSONAL TRADING We have adopted a code of ethics covering all of the firm’s employees. The following highlights some of the provisions in our code of ethics: • The code of ethics states that all employees must comply with federal securities laws and all employees have a duty to act in the best interests of our clients. To this end, all employees will act with care, loyalty, honesty and good faith in fulfilling their duties to the firm and our clients. We will strive to avoid conflicts of interest and will fully disclose any material facts concerning any conflict of interest that does arise with any client. • All client information is maintained with strict confidence, including our clients’ (and former clients) identity, personal and financial information, securities holdings and investment advice furnished. We do not disclose any personal information about our clients to anyone without prior consent or as required by law. • The firm maintains policies and procedures designed to ensure compliance by our employees with federal securities laws and our code of ethics. These policies and procedures include provisions monitoring the personal trading of securities by employees to help prevent conflicts of interests between our employees and clients. A copy of the company’s Code of Ethics is available to any client or prospective client upon request. Item 12 BROKERAGE PRACTICES The company selects a broker-dealer to be the custodian of client assets based on a variety of factors, including reasonableness of commissions, safety of client assets and ability to provide high quality service to clients. We attempt to negotiate the lowest commissions possible for our clients. We may recommend that clients establish brokerage accounts with the Schwab Institutional Division of Charles Schwab & Co., Inc., (Schwab) a registered broker- 4  dealer, member SIPC, to maintain custody of clients’ assets and to effect trades for their accounts. We are independently owned and operated and not affiliated with Schwab. Schwab provides us with access to its institutional trading and custody services, which are not typically available to Schwab retail investors. These services are generally available to independent investment advisors on an unsolicited basis, at no charge and is not otherwise contingent upon us committing to Schwab any amount of business other than a minimum of $10 million of client assets held in accounts at Schwab. Schwab’s services include brokerage, custody, research and access to mutual funds and other investments that are otherwise generally available only to institutional investors or would require a significantly higher minimum initial investment. For our clients’ accounts maintained in its custody, Schwab generally does not charge separately for custody but is compensated by account holders through commissions or other transaction related fees for securities trades. Schwab also makes available to us other products and services which may benefit us but which may benefit our clients’ accounts indirectly. Some of these other products and services assist us in managing and administering clients’ accounts. These include software and other technology that provide access to client account data (such as trade confirmations and account statements); facilitate trade execution; provide research, pricing information and other market data; facilitate payment of our management fees from our client accounts; and assist with back-office functions, recordkeeping and client reporting. Many of these services generally may be used to service all or a substantial number of our client accounts. Schwab Institutional also makes available to us other services intended to help us manage and further develop our business. These services may include consulting, publications and conferences on practice management, information technology, regulatory compliance and marketing. In addition, Schwab may make available, arrange and/or pay for these types of services rendered by independent third parties. While we act as a fiduciary, we endeavor to act in our clients’ best interests, and our recommendation that our clients maintain their assets in accounts at Schwab is based on many factors, including factors which facilitate our monitoring of client accounts. We periodically explore other custodians to evaluate whether Schwab is the best choice considering, among other things, safety and cost to our clients. We do not aggregate the purchase or sale of securities across client accounts. Item 13 REVIEW OF ACCOUNTS Account reviews are conducted by the company’s two portfolio managers periodically as agreed upon by the client and the portfolio manager. The size of a client’s portfolio and level of activity (i.e. deposits and withdrawals) will influence the frequency of reviews. Triggering factors for reviews include the level of activity, and changes in client goals, risk tolerance or investment time horizon. All client accounts are reconciled monthly. Client accounts are reviewed periodically (at least quarterly) for rebalancing by the chief compliance officer. Daily account transactions are downloaded directly from the custodian and all trades, deposits and withdrawals are reviewed as downloaded. The company provides quarterly written reports to our clients showing the client’s account portfolio positions 5  (consolidated for clients with more than one account) and quarter-to-date and year-to- date performance results. Item 14 CLIENT REFERRALS AND OTHER COMPENSATION We do not have any arrangements to compensate any individual or company for client referrals nor do we receive any compensation from client referrals. Item 15 CUSTODY The company does not have custody of client funds and all client funds are held with a qualified custodian, generally Charles Schwab & Co., Inc. Clients will receive account statements from the custodian at least quarterly and should review these statements carefully. Clients should also compare the account statements they receive from the custodian to the quarterly reports received from us and notify us immediately of any discrepancies. We are deemed to have limited custody for the sole purpose of direct fee deduction. Itemized invoices will be sent to clients each time a fee is deducted from the client’s account. Item 16 INVESTMENT DISCRETION Clients will be asked to sign a limited power of attorney form with us. This agreement shall be exercised only to purchase asset class investments in the agreed upon model portfolio, periodically rebalance the portfolio, client requested trades, and to collect management fees. It is not intended that the power of attorney be a discretionary power of attorney. Item 17 VOTING CLIENT SECURITIES We do not retain authority to vote client securities. Clients will receive their proxies or other solicitations directly from the custodian. Clients may contact us at our office to discuss any questions they may have on any voting issues or solicitations. 6  Item 18 FINANCIAL INFORMATION Our firm has no additional financial circumstances to report. Under no circumstances do we require or solicit payment of fees in excess of $1,200 per client more than six months in advance of services rendered. Therefore, we are not required to include a financial statement. Our firm has not been the subject of a bankruptcy petition at any time during the past ten years. 7  Form ADV Part 2B SUPPLEMENTAL INFORMATION This brochure supplement provides information about Gregory A. Radovich that supplements the Johnson & Shute Investment Advisors, Inc. brochure. Additional information about Gregory A. Radovich is available on the SEC’s website at www.advisorinfo.sec.gov. Gregory A. Radovich 19125 NORTH CREEK PARKWAY, Suite 120 Bothell, Washington 98011 425-615-6808 EDUCATIONAL BACKGROUND AND BUSINESS EXPERIENCE Born 1958 B.A. in Business Administration (Accounting), 1981, University of Washington Masters in Business Administration (Finance), 1986, University of Washington Last five years: Johnson & Shute Investment Advisors, Inc. (Owner, President, Chief Compliance Officer, Investment Advisor, Portfolio manager) DISCIPLINARY INFORMATION No disciplinary actions have been taken against this person. OTHER BUSINESS ACTIVITIES None ADDITIONAL COMPENSATION FROM ADVISORY SERVICES None except from clients. SUPERVISION Performs duties as Owner, President, Chief Compliance Officer, Investment Advisor, and Portfolio Manager. CRD NUMBER: 2847773 7  Form ADV Part 2B SUPPLEMENTAL INFORMATION This brochure supplement provides information about Rodger P. Shute that supplements the Johnson & Shute Investment Advisors, Inc. brochure. Additional information about Rodger P. Shute is available on the SEC’s website at www.advisorinfo.sec.gov. Rodger P. Shute 19125 NORTH CREEK PARKWAY, Suite 120 Bothell, Washington 98011 425-615-6808 EDUCATIONAL BACKGROUND AND BUSINESS EXPERIENCE Born 1945 B.A. in Business Administration (Accounting), 1971, University of Washington, Summa Cum Laude Professional Education Program, 1988, College of Financial Planning Master of Science in Financial Planning, 1991 Last five years: Johnson & Shute Investment Advisors, Inc. (Investment Advisor, Vice- President, Director of Research, Portfolio manager) DISCIPLINARY INFORMATION No disciplinary actions have been taken against this person. OTHER BUSINESS ACTIVITIES None ADDITIONAL COMPENSATION FROM ADVISORY SERVICES None except from clients. SUPERVISION All employee activities are overseen by the chief compliance officer. CRD NUMBER: 1890392 8