J.P. Capital Management, Inc.

J.P. CAPITAL MANAGEMENT, INC. Part 2A of Form ADV – Firm Brochure J.P. CAPITAL MANAGEMENT, INC. 4990 Hunters Glen Dr. Eugene, Oregon 97405 (541) 343-2064 June 11, 2026 This firm brochure provides information about the qualifications and business practices of J.P. Capital Management, Inc. If you have any questions about the contents of this brochure, you may contact us at (541) 343-2064 or jason@jpcap.com to obtain answers and additional information. J.P. Capital Management, Inc. is a registered investment advisor. Registration of an investment advisor does not imply any level of skill or training. The information in this brochure has not been approved or verified by the U.S. Securities and Exchange Commission (“SEC”) or by any state securities authority. Additional information about J.P. Capital Management, Inc. is available on the SEC’s website at www.adviserinfo.sec.gov. The searchable IARD/CRD number for J.P. Capital Management, Inc. is 142109. 1  J.P. CAPITAL MANAGEMENT, INC. Part 2A of Form ADV – Firm Brochure Item 2 – Material Changes We will ensure that all current clients receive a Summary of Material Changes to this and subsequent brochures within 120 days of the close of our business’ fiscal year. When required, a Summary of Material Changes will also be included with our brochure on the SEC’s website at www.adviserinfo.sec.gov. The searchable IARD/CRD number for J.P. Capital Management, Inc. is 142109. When required, the Summary of Material Changes will be listed as “Exhibit A” to our brochure. A copy of this item is included below. We may further provide other ongoing disclosure information about material changes as necessary and will further provide you with a new brochure as necessary based on changes or new information, at any time, without charge. Currently, our brochure may be requested by contacting Jason E. Polansky, CFA®, President of J.P. Capital Management, Inc., at (541) 343-2064 or jason@jpcap.com. Our brochure will be provided to you free of charge. 2  J.P. CAPITAL MANAGEMENT, INC. Part 2A of Form ADV – Firm Brochure Item 3 – Table of Contents Page Item 1 – Cover Page .......................................................................................................................................... 1 Item 2 – Material Changes ................................................................................................................................ 2 Item 3 – Table of Contents .............................................................................................................................. 3 Item 4 – Advisory Business .............................................................................................................................. 4 Item 5 – Fees and Compensation .................................................................................................................... 6 Item 6 – Performance-Based Fees and Side-By-Side Management ......................................................... 11 Item 7 – Types of Clients ............................................................................................................................... 12 Item 8 – Methods of Analysis, Investment Strategies and Risk of Loss ................................................. 13 Item 9 – Disciplinary Information ................................................................................................................ 17 Item 10 – Other Financial Industry Activities and Affiliations ................................................................ 17 Item 11 – Code of Ethics, Participation or Interest in Client Transactions & Personal Trading ........ 18 Item 12 – Brokerage Practices ....................................................................................................................... 19 Item 13 – Review of Accounts ...................................................................................................................... 21 Item 14 – Client Referrals and Other Compensation ................................................................................ 21 Item 15 – Custody ........................................................................................................................................... 22 Item 16 – Investment Discretion .................................................................................................................. 22 Item 17 – Voting Client Securities ................................................................................................................ 23 Item 18 – Financial Information ................................................................................................................... 23 Exhibit A – Summary of Material Changes ................................................................................................. 25 Part 2B – Supplemental Brochure: Jason E. Polansky, CFA® ................................................................... 1 3  J.P. CAPITAL MANAGEMENT, INC. Part 2A of Form ADV – Firm Brochure Item 4 – Advisory Business A About Our Firm. J.P. Capital Management, Inc. (“J.P. Capital,” “firm,” “we,” “our,” and “us”) is an Oregon corporation located in Eugene, Oregon and registered as an investment advisor with the United States Securities and Exchange Commission. The firm was founded in 2005 and became registered as an independent investment advisor in 2006. The principal owner is Jason E. Polansky, CFA®. We are a fee-only investment advisor firm. J.P. Capital and our associated persons do not sell insurance or investment products of any kind, nor are we affiliated with any broker-dealers or issuers of securities. We do not accept commissions, finder’s fees, referral fees, or any other form of outside compensation of any kind. We are remunerated solely by the advisory fees paid to us by our clients (“you,” “your,” and “client”). We believe this method of compensation best aligns with our fiduciary duty to you. As your fiduciary, we will only recommend investments to you when we believe them to be in your best interests. Our investment advisory services are driven by and coordinated to meet each client’s unique financial goals and needs. We follow strict fiduciary standards, putting your interests before our own and seeking to avoid conflicts of interest with clients. B - C Our Advisory Services. We offer ongoing portfolio management and financial consulting services to our clients. Most clients engage us for a combined suite of these wealth management services. When you engage us for portfolio management services, J.P. Capital will assist you with investment strategy selection and provide you with ongoing management and monitoring of your designated investment accounts in accordance with our understanding of your financial circumstances, investment goals, needs, objectives, and limitations. You will be required to deposit your assets to an account (or accounts) held in your name at an independent qualified custodian (“Custodian”), typically a licensed broker-dealer, banking, or savings institution, who will execute transactions for your account upon receipt of trading instructions from our firm. Our asset management services are typically offered on a discretionary basis only. This means that we will not be required to obtain your prior approval for each specific investment transaction we direct within your account. On a limited basis, we may offer you a non- discretionary relationship requiring that we obtain your consent prior to implementing any transactions in your designated account(s). You may impose reasonable restrictions on our management of your account(s), including instructing us not to purchase certain specific securities, industry sectors, and/or asset classes. We consider such restrictions when preparing each client’s asset allocation parameters. Please see Item 16 of this brochure for more information on our policy regarding investment discretion. We help clients examine their financial situation, goals, time horizon, and tolerance for investment risk. We then work with clients to select general asset allocation parameters, employing various proprietary investment strategies which we believe will best meet their needs. Client input and involvement are critical parts of the initial process. We will monitor your designated investment accounts on an ongoing basis and implement changes as needed or appropriate, in consideration of current economic conditions, our market research, 4  J.P. CAPITAL MANAGEMENT, INC. Part 2A of Form ADV – Firm Brochure in your opinions, and assumptions, and any material changes individual financial circumstances, goals, and needs. It is your ongoing responsibility to advise us promptly during our relationship of any material changes in your financial circumstances which might alter our investment advice to you. We employ several strategies to manage client accounts. These strategies include both broadly diversified portfolios and more focused, dynamic trading strategies. Our investment strategies often utilize individual exchange listed equity securities, exchange-traded equity funds (“ETFs”), exchange traded options, exchange traded funds invested in commodities currencies, including cryptocurrency, as well as corporate and treasury bonds. We also utilize certificates of deposit, municipal securities, bank deposits, and money market funds. Other investment types may be recommended depending on your specific investment needs and limitations. For most clients, in addition to our rendering of ongoing portfolio management services, we also provide basic financial consulting services on an as-requested basis. We will remain reasonably available for in-person, phone, and e-mail consultations as needed to provide guidance regarding common financial topics and concerns such as budgeting/cash flow management, risk management, retirement planning, investment goal planning, and advice regarding specific financial transactions and life events (e.g., home purchase, disposition of inheritance, child birth, death etc.). We occasionally offer financial consulting as a stand-alone service, upon client request. This part of our services is not intended to be a substitute for comprehensive financial planning services and no written financial plan or reports will typically be provided to you. We will only review our financial consulting advice to you upon your further request. You will make all final investment decisions with respect to our financial planning and consulting advice and will be responsible for implementation and monitoring of your investments held outside of any accounts we manage directly on your behalf. All investment advisory services we provide to clients are tailored to the client’s stated objectives. As stated above, we will discuss with you in detail critically important information such as your risk tolerance, time horizon, and projected future needs, to formulate portfolio allocation parameters. These parameters guide us in objectively and suitably managing your account and/or in providing you with financial consulting advice. We will meet with you as needed to review portfolio performance, discuss current issues, and re-assess your financial goals, objectives, and needs. Additional information about our services, investments strategies, and philosophies can be found in Item 8 of this brochure. D Wrap Fee Programs. We do not participate in or sponsor any wrap-fee programs. E Assets Under Management. As of December 31, 2025, we managed approximately $162,074,386 of client assets on a discretionary basis and $4,524,600 of client assets on a non- discretionary basis. 5  J.P. CAPITAL MANAGEMENT, INC. Part 2A of Form ADV – Firm Brochure Item 5 – Fees and Compensation A Our Fees. J.P. Capital provides ongoing portfolio management and financial consulting services to most clients. Services may include the analysis of the client’s current portfolio, development of an investment plan including asset allocation parameters, and ongoing portfolio management services, including asset selection, monitoring, research, and trading. Fees for Combined Portfolio Management and Financial Consulting Services In general, the below described advisory fees are non-negotiable and will cover the costs of our combined portfolio management and financial consulting services to clients. However, in rare instances where a client’s financial consulting needs require special effort, time, or resources on the part of J.P. Capital, we reserve the right to charge additional fees for such services. We will obtain your written consent to any additional fees in advance, should this situation arise. J.P. Capital typically charges either (i) asset-based advisory fees calculated as a percentage of the value of the assets managed on the client’s behalf or (ii) performance-based fees for these combined services as described below. Asset-Based Fee Account Types: Traditional Balanced Accounts Annual Fee Client Assets Under Management On the first $250,000 On the next $750,000 On amounts over $1,000,000 1.50% 1.25% 1.00% Allocation Accounts Annual Fee Client Assets Under Management On all assets 0.50% Trading Long-Only Accounts Annual Fee Client Assets Under Management On all assets 1.50% Asset-based fees are charged to clients monthly in advance based upon the market value of your account(s) at the end of the prior billing period. However, depending on the billing system limitations of your Custodian and/or the investment strategy selected for management of your account, there may be occasions where our asset-based advisory fees are charged 6  J.P. CAPITAL MANAGEMENT, INC. Part 2A of Form ADV – Firm Brochure monthly in arrears based on actual account value. New accounts are pro-rated from the time J.P. Capital begins charging a fee to the client. For purposes of illustration only, for Traditional Balanced Accounts, our advisory fees are calculated as follows: An account valued at $1,500,000 would pay a fee equal to ($250,000*.015) + ($750,000*.0125) + ($500,000*.01) = $18,125 per year or $4,531.25 per quarter. Performance-Based Fee Account Types: Trading Accounts For our most active and complex strategy, Trading Accounts, we charge an annual performance-based fee ranging between 16.00% - 20.00% of all “New Net Profits” experienced in the client’s account during the billing period (“Performance Fee”). The specific annual Performance Fee rate to be paid by the client will be set forth in a written asset management agreement entered prior to the commencement of our services. Trading Accounts are offered only to sophisticated investors who meet the definition of a “qualified client” under SEC Rule 205-31 promulgated under the Investment Advisers Act of 1940, and/or who are otherwise eligible to pay performance-based compensation to a registered investment advisor under applicable law. The Performance Fee is paid annually and shall be calculated as of December 31 of each calendar year and paid in arrears on or before January 10 of the following year. The Performance Fee will also be paid upon each mid-period withdrawal of funds or securities from the account by the client, including at the time of termination of the account. For purposes of calculating the Performance Fee, “New Net Profits” are computed using the following formula: The current market value of the account (including the value of any unrealized gains or losses) minus the prior period high-water mark (“HWM”). The initial HWM is established as the sum of initial funding to the client’s account or alternatively, for existing accounts, the end of day account value as of the date the client opens a Trading Account with J.P. Capital. A new HWM is established (i) each time the client withdraws from or deposits funds or securities to their account and/or (ii) pays a Performance Fee. There are four circumstances that can occur around client deposits to or withdrawals from their account where the HWM is subject to adjustment. These circumstances and the manner in which the HWM shall be adjusted are as follows: 1 Includes a client that is a natural person or company who immediately after entering into an asset management agreement with J.P. Capital (i) has at least $1,100,000 under management with J. P. Capital, (ii) is a person whose net worth at the time of entering into asset management agreement with J. P. Capital that exceeds $2,200,000 (including assets held jointly with client’s spouse), or (iii) is a qualified purchaser as defined in the Investment Company Act of 1940, §2(a)(51)(A) (15 U.S.C. 80a-2(51)(A)). 7  J.P. CAPITAL MANAGEMENT, INC. Part 2A of Form ADV – Firm Brochure Deposits  A deposit to the account when its value is above the HWM does not trigger the payment of a Performance Fee. The new HWM equals the prior HWM plus the value of the deposit.  A deposit to the account when its value is below the HWM increases the HWM further. The HWM shall be adjusted to equal the result of the following calculation: prior HWM + (prior HWM / (account value on deposit date – the deposit)) * the deposit. Withdrawals  A withdrawal from the account when its value is above the HWM triggers the payment of a Performance Fee. The new HWM equals the end of day account value on the withdrawal date after removing the withdrawal and any funds needed to pay the Performance Fee then due.  A withdrawal from the account when its value is below the HWM results in a lower HWM. The HWM shall be adjusted to equal the result of the following calculation: prior HWM - (prior HWM / (account value on withdrawal date + the withdrawal)) * the withdrawal. In the event the client’s account does not generate New Net Profits in a given billing period, no Performance Fee will be due to J.P. Capital unless the account experiences New Net Profits in a subsequent period. The amount of the Performance Fee due to J.P. Capital, if any, will be determined independently with respect to each calendar year, in that, a Performance Fee, once paid, will not be returned or refunded to the client. However, no further Performance Fee will be payable until the account value exceeds the HWM. Irrespective of the applicable fee type, the market value of the client’s account means the value of all assets in the account (not adjusted by any margin debit). To determine value, we generally defer to custodian end of period values. In general our custodian’s pricing methods typically conform to the following: securities and other instruments traded on a market for which actual transaction prices are publicly reported are valued at the last reported sale price on the principal market in which they are traded. If there shall be no sales on such date, or in the case of publicly traded options, then publicly traded securities are typically valued at the mean between the closing bid and asked prices. Other readily marketable securities and other instruments are priced using a pricing service or through quotations from one or more dealers. All other assets shall be valued at fair value by J.P. Capital whose determination shall be conclusive. We may only modify the terms of our fee arrangement with you by giving you thirty (30) days’ advance written notice of the proposed changes and obtaining your prior written consent to the modification. 8  J.P. CAPITAL MANAGEMENT, INC. Part 2A of Form ADV – Firm Brochure Fees for Stand-Alone Financial Consulting and General Wealth Management Services In addition to our offering of combined suite of portfolio management and financial consulting services described above, we may on occasion provide financial consulting services and general wealth management services to clients on a stand-alone basis. This type of service is developed on an individual basis for each client. Depending on the scope of work, these unique engagements can incur a fixed fee ranging from $100,000 to $200,000 per year, or more, or hourly fees as we may agree with the client. Fee payment details, terms, and conditions are contained in a written advisory agreement entered with the client at the inception of the relationship. B Direct Fee Deduction. Advisory fees shall be directly deducted from your account held at the Custodian upon your written approval of such arrangement and our periodic submission to the Custodian of a written request for payment reflecting the amount of advisory fees to be charged to your account. Your authorization for direct fee deduction will be set forth in our written asset management agreement and/or the account opening documents of the Custodian. We will liquidate money market shares or use cash balances from your account to pay our advisory fees, however, if money market shares or cash value are not available other investments may be liquidated. Please note that unexpected or premature liquidation of investments to pay our advisory fees may impair the performance of your account. In limited instances, we may offer direct paper or electronic invoicing of these fees. In these circumstances, our fees are due upon presentation and may be paid by check or other payment method approved by the firm. The Custodian of your account will send an account statement to you at least quarterly, identifying the amount of funds and each security in your account at the end of the period and setting forth all transactions in the account during the period, including the amount of any advisory fees paid directly to J.P. Capital. The Custodian is not responsible for verifying our fee calculations. Therefore, we encourage you to carefully review the Custodian’s account statements upon receipt. If you believe we have miscalculated our advisory fees or if there is any other issue with your account, you should contact us immediately at the phone number listed on the cover page of this brochure. In rare instances where fixed or hourly fees are charged for stand-alone financial consulting and wealth management services and a direct debit of such fees cannot be made from your account at the Custodian, we will invoice you separately for these fees, which shall be payable to us by check or other form of payment deemed acceptable by J.P. Capital. C Additional Fees. Our fees cover the costs of our investment advice only and are exclusive of all usual and customary transaction-based fees (e.g., brokerage fees and commissions), custodial charges, administrative/platform fees, wire transfer fees, and other fees and taxes associated with activity and holdings in your account as agreed to within the account opening agreement of your Custodian. You will also separately pay your proportionate share of all management fees and other fund level costs and expenses associated with your investment in any mutual funds and ETFs held in your account. 9  J.P. CAPITAL MANAGEMENT, INC. Part 2A of Form ADV – Firm Brochure While our advisory fees include the time and activities necessary for J.P. Capital to coordinate and communicate with your trusted third-party advisors (such as lawyers, accountants, insurance agents and similar professionals), our fees are exclusive of the fees and costs of any third-party advisors engaged by the client. D Termination of Services. Either party may terminate the advisory relationship upon written notice to the other party. In the event of termination, the refund of any prepaid but unearned fees will be considered on a case-by-case basis at the written request of the client received by J.P Capital within fifteen (15) days of termination. In evaluating requests for refunds and determining an appropriate pro-ration of any fees for the final billing period, J.P. Capital considers the value of its services to the client during the final billing period, including the value of any administrative time expended (or expected to be expended) on planning for and carrying out the liquidation and/or transfer of any client assets upon termination of our services. Any fees that have been earned by J.P. Capital but not yet paid by the client will be due and payable. E Fee Only Advisor. We are a fee-only investment advisory firm paid only through the investment advisory fees we receive from our clients. As described above, the firm and its associated persons do not accept any compensation for the sale of any securities or insurance products. Rollover Recommendations. As part of our investment advisory services to you, we may recommend that you roll assets from your employer’s retirement plan, such as a 401(k), 457, or ERISA 403(b) account (collectively, a “Plan Account”), to an individual retirement account, such as a SIMPLE IRA, SEP IRA, Traditional IRA, or Roth IRA (collectively, an “IRA Account”) that we will manage on your behalf. We may also recommend rollovers from IRA Accounts to Plan Accounts, from Plan Accounts to Plan Accounts, and from IRA Accounts to IRA Accounts. When we provide any of the foregoing rollover recommendations we are acting as fiduciaries within the meaning of Title I of the Employee Retirement Income Security Act (“ERISA”) and/or the Internal Revenue Code (“IRC”), as applicable, which are laws governing retirement accounts. If you elect to roll the assets to an IRA that is subject to our management, we will charge you an asset-based fee as set forth in the advisory agreement you executed with our firm. This creates a conflict of interest because it creates a financial incentive for our firm to recommend the rollover to you (i.e., receipt of additional fee-based compensation). You are under no obligation, contractually or otherwise, to complete the rollover. Moreover, if you do complete the rollover, you are under no obligation to have the assets in an IRA managed by our firm. Due to the foregoing conflict of interest, when we make rollover recommendations, we operate under a special rule that requires us to act in your best interests and not put our interests ahead of yours. Under this special rule’s provisions, we must:  meet a professional standard of care when making investment recommendations (give prudent advice); 10  J.P. CAPITAL MANAGEMENT, INC. Part 2A of Form ADV – Firm Brochure  never put our financial interests ahead of yours when making recommendations (give loyal advice);  avoid misleading statements about conflicts of interest, fees, and investments;  follow policies and procedures designed to ensure that we give advice that is in your best interests;  charge no more than a reasonable fee for our services; and  give you basic information about conflicts of interest. Many employers permit former employees to keep their retirement assets in their company plan. Also, current employees can sometimes move assets out of their company plan before they retire or change jobs. In determining whether to complete the rollover to an IRA, and to the extent the following options are available, you should consider the costs and benefits of a rollover. Note that an employee will typically have four options in this situation: 1. leaving the funds in your employer’s (former employer’s) plan; 2. moving the funds to a new employer’s retirement plan; 3. cashing out and taking a taxable distribution from the plan; or 4. rolling the funds into an IRA rollover account. Each of these options has positives and negatives. Because of that, along with the importance of understanding the differences between these types of accounts, we will provide you with a written explanation of the advantages and disadvantages of both account types and the basis for our belief that the rollover transaction we recommend is in your best interests. As an alternative to providing you with a rollover recommendation, we may instead take an entirely educational approach in accordance with the U.S. Department of Labor’s Interpretive Bulletin 96-1. Under this approach, our role will be limited only to providing you with general educational materials regarding the pros and cons of rollover transactions. We will make no recommendation to you regarding the prospective rollover of your assets and you are advised to speak with your trusted tax and legal advisors with respect to rollover decisions. As part of this educational approach, we may provide you with materials discussing some or all of the following topics: the general pros and cons of rollover transactions; the benefits of retirement plan participation; the impact of pre-retirement withdrawals on retirement income; the investment options available inside your Plan Account; and high level discussion of general investment concepts (e.g., risk versus return, the benefits of diversification and asset allocation, historical returns of certain asset classes, etc.). We may also provide you with questionnaires and/or interactive investment materials that may provide a means for you to independently determine your future retirement income needs and to assess the impact of different asset allocations on your retirement income. You will make the final rollover decision. Item 6 – Performance-Based Fees and Side-By-Side Management Performance-based fees are fees that are based on a share of capital gains or capital appreciation experienced in a client’s account. We charge performance-based fees only to “qualified clients” as that term is defined under SEC Rule 205-3, promulgated under the Investment Advisers Act of 1940, or 11  J.P. CAPITAL MANAGEMENT, INC. Part 2A of Form ADV – Firm Brochure as otherwise permitted under applicable law. In most states, including Oregon, a qualified client generally includes any client having a net worth of greater than $2,200,000 or who places at least $1,100,000 under the management of J.P. Capital immediately after entering into an asset management agreement with the firm. Our Performance Fee, described in Item 5 above, creates certain conflicts of interest with clients that are discussed below. Performance-based fee arrangements create an incentive for J.P. Capital to make investments that are riskier or more speculative than would be the case absent such arrangements. In order to address this potential conflict of interest, we regularly review and monitor client portfolios to ensure that the underlying investments are suitable and in line with the client’s stated investment objectives and limitations. Performance-based fees also create an incentive for J.P. Capital to overvalue investments which lack a market quotation. While Trading Accounts are not expected to invest in any instruments lacking readily available market quotations, we have addressed this potential conflict by adopting policies and procedures that require that we “fairly value” investments that do not have a readily ascertainable value. Clients should further consider that our Performance Fee calculation includes unrealized appreciation on open positions held in the client’s account at the conclusion of the billing period. It is important to understand that such appreciation may never be realized by the client. For example, if at the end of a period the client’s account had unrealized profits on open positions, J.P. Capital would receive a Performance Fee based on such unrealized profits. Following payment of the Performance Fee, those open positions might, due to adverse market conditions or other reasons, be closed out at no profit or even at a loss; nevertheless, J.P. Capital would retain the entire Performance Fee paid. Side-by-side management refers to the practice of managing accounts that are charged performance- based fees while at the same time managing accounts that are not charged performance-based fees (e.g., accounts subject only to asset-based fees). We manage accounts that are charged performance- based fees while at the same time managing accounts (with the same investment objectives) that are not charged performance-based fees. Therefore, J.P. Capital engages in the practice of side-by-side management of accounts. Side-by-side management provides an incentive for J.P. Capital to favor accounts for which we receive a performance-based fee. For example, we may have an incentive to allocate limited investment opportunities with higher upside potential to clients who are charged performance-based fees over clients who are charged asset-based fees only. To address this conflict of interest, we have instituted policies and procedures that require J.P. Capital to allocate investment opportunities (if they are suitable) in an effort to avoid favoritism among our clients, regardless of whether the client is charged performance-based fees. Item 7 – Types of Clients We provide investment advice to individuals, businesses, trusts and estates. Because each client is unique, they must be willing to be involved in the planning and ongoing processes. Such involvement does not have to be time consuming, however we want our clients to remain informed and have a 12  J.P. CAPITAL MANAGEMENT, INC. Part 2A of Form ADV – Firm Brochure sense of security about their investments. We do not have any annual fee minimums or asset minimums to commence or continue an advisory relationship. Item 8 – Methods of Analysis, Investment Strategies and Risk of Loss A Methods of Analysis and Investment Strategies. We evaluate and recommend securities and other investment products and offerings of unaffiliated third-party investment managers and firms. We generally offer advice on investments such as: • Equity securities such as: o Exchange-listed securities o Securities traded over-the-counter o Foreign issuers • Warrants • Corporate debt securities • Commercial paper • Certificates of deposit • Municipal securities • Mutual Fund shares • United States government securities • Cryptocurrency • Option Contracts • Commodity Interests • Investments in Partnerships investing in: o Real Estate o Oil and Gas interests In addition to publicly traded securities, we may offer advice related to investment products and offerings structured as partnerships, limited liability companies, trusts or other similar formats. These investments are intended to provide diversification across and within asset classes, as appropriate for each individual client. In certain circumstances, we may also report on or provide report summaries on investments that were not recommended by us, and/or are not part of a client’s recommended portfolio. Our methods of analysis, sources of information and investment strategies vary substantially by security or product type, asset class, investment risk, and other factors. In addition to traditional methods such as fundamental and technical analysis, our analysis and sourcing may be supported by manager site visits, phone calls, correspondence, or other means of direct and indirect communication with other money managers, company management teams, third party opinions, experiences and references, investment conference materials and continuing education courses. Other sources of information we rely upon when researching and analyzing securities include traditional research materials such as financial newspapers and magazines, annual reports, prospectuses, filings with the SEC, as well as research materials prepared by others, and 13  J.P. CAPITAL MANAGEMENT, INC. Part 2A of Form ADV – Firm Brochure company press releases. We also subscribe to various professional publications deemed to be consistent and supportive of our investment philosophy. The primary investment strategies used to implement investment advice given to clients include long-term (securities held at least one year) and short-term (securities sold within a year) purchases but may also include trading (securities sold within 30 days), short sales, margin transactions and option trading. B - C Risk of Loss. The securities and strategies selected for client accounts are implemented in consideration of the client’s risk management and risk reduction objectives. The securities and strategies we recommend to clients have varying degrees of risk and will only be recommended when suitable and appropriate for the clients particular financial situation and limitations. As fiduciaries to our clients, we use our best judgment and good faith efforts in rendering services. However, any investing in securities involves risk of loss that clients should be prepared to bear. Not every investment decision or recommendation made by us will be profitable. We cannot warrant or guarantee any particular level of account performance, or that any investment will be profitable over time. Clients assume all market risk involved in the investment of account assets. Investments are subject to various market, currency, economic, political and business risks. Strategies employing options, short sales, and margin trading can increase risks dramatically. The use of these instruments can introduce the possibility that an investor could lose more money than the amount they have invested. It is the responsibility of the client to give us complete information and to notify us of any changes in financial circumstances or goals. Below is a summary of some of the unique risks posed by certain investment and investment strategies we may recommend to clients. Commodity Interest Trading is Speculative and Volatile: Commodity interest processes are highly volatile. Price movements for such interests are influenced by, among other things, changing supply and demand relationships; trade, fiscal, political, and economic events and policies; changes in national and international interest rates of inflation; and currency devaluation and emotions of the marketplace. None of these factors can be controlled by the firm and no assurance can be given that the firm’s investment in any commodity futures interests will result in profitable trades or that losses will not be incurred. Commodity Interest Trading is Highly Leveraged: The low margin deposits normally required in commodity interest trading result in an extremely high degree of leverage. A relatively small price movement in an unfavorable direction in a commodity interest, therefore, could result in immediate and substantial losses to the investor. Like other leveraged instruments any purchase or sale of a commodity interest may result in losses in excess of the amount invested in that commodity interest. Therefore, clients may lose more than their initial margin deposit on a trade. Gains made using leverage will generally cause the value of the client’s portfolio to 14  J.P. CAPITAL MANAGEMENT, INC. Part 2A of Form ADV – Firm Brochure rise faster than could be the case without leverage. Conversely, the value of the client’s portfolio could decrease faster than if leverage had not been used. Further, if the client does not have adequate assets to meet applicable margin requirements, the client may be required to reduce or to liquidate positions at times when it might not be desirable or advantageous from the client’s standpoint to do so. Commodity Interest Trading May Be Illiquid: It is not always possible to execute a buy or a sell order at the desired price, or to close out an open position, due to market illiquidity. Such illiquidity can be caused by intrinsic market conditions or it may be the result of extrinsic factors like the imposition of daily price fluctuation limits. Most United States commodity exchanges limit fluctuations in certain commodity interest prices during a single day by imposing what are known as “daily price fluctuation limits” or “daily limits.” The daily limit, which is set by most exchanges for all but a portion of the expiration months, impose a floor and a ceiling on the process at which a trade may be executed, as measured from the last trading day’s close. The purpose of daily limits is to limit risk of loss during a trading session. However, the existence of “daily limits” may have the less salutary effect of reducing liquidity or effectively curtailing trading in a particular market for both the future and its option. Once the price of a particular contract has increased by an amount equal to the daily limit, a “limit up” or “limit down” position in the contract generally cannot be taken or liquidated unless traders are willing to effect trades at or within the limit. As a result, all trading ceases unless traders are willing to effect trades at or within the limit. It is not unusual for the price of a futures contract to move the daily limit for several consecutive days with little or no trading. Similar occurrences could prevent a participating customer from promptly liquidating unfavorable positions and subject him to substantial losses that could exceed the margin initially committed to such trades. Intrinsic market factors, such as the lack of demand for an overabundant supply of the underlying commodity, will affect market interest and therefore liquidity. The firm is committed to trading in active markets although the determination of what is active is within its discretion. Options Risk: Transactions in options carry a high degree of risk. Selling (“writing” or “granting”) an option generally entails considerably greater risk than purchasing options. Although the premium received by the seller is fixed, the seller may sustain a loss well in excess of that amount. The seller will also be exposed to the risk of the purchaser exercising the option and the seller will be obliged either to settle the option in cash or to acquire or deliver the underlying investment. If the option is “covered” by the seller holding a corresponding position in the underlying investment or a future on another option, the risk may be reduced. If you buy an option, your risk is defined because the most that you can lose is your investment — or the premium you paid for the option — plus commissions. Short Sales: In some instances, we may recommend short sales of securities. In a short sale, the client borrows securities and sells them with the expectation that the client will be able to re- purchase the same securities at a lower price in the future and return the borrowed securities 15  J.P. CAPITAL MANAGEMENT, INC. Part 2A of Form ADV – Firm Brochure to the lender. If the price of the security sold short increases, the client’s account would incur a loss, since the securities borrowed must now be re-purchased at a higher cost than they were sold. Conversely, if the price of the borrowed securities declines, the client can purchase new shares to replace those borrowed and the client’s account would realize a gain. Cryptocurrency Trading Risk: From time-to-time, and only where suitable for clients, we may recommend investments in certain digital currencies, including, without limitation, Bitcoin, Ethereum, Litecoin, and others (collectively, “Cryptocurrency”). Cryptocurrency is highly volatile and subject to sharp and sudden price movements including discontinuation or “forks” which are changes to the software protocol of the blockchain acting as the storage technology used for saving that cryptocurrencies data and changing supply and demand relationships. Cryptocurrency is also largely unregulated by either governmental entities or central banks. None of these factors can be controlled by the firm and no assurance can be given that the firm’s investment in any cryptocurrency will result in profitable trades or that losses will not be incurred. Investment in Cryptocurrency involves an extremely high degree of risk and is more speculative than an investment in publicly-traded securities like stocks, bonds, mutual funds, and ETFs. Unlike the market valuations of publicly-traded stocks and bonds which can be objectively valued on the basis of the issuer’s assets, income, debts, liabilities, operations, history of credit-worthiness and other factors, prices of Cryptocurrency are based entirely on the market’s perception of value and are subject to rapid changes in market sentiment. Accordingly, Cryptocurrency is subject to an extremely high level of price volatility, including “flash crashes,” and may lose significant value in a matter of minutes, hours, or days. It is not uncommon for the value of Cryptocurrency to move as much as twenty percent (20.00%) or more in a single day. The ownership of particular Cryptocurrency is opaque and therefore certain Cryptocurrency may be owned and controlled by relatively small number of individuals, increasing the potential for fraud and market-manipulation such as pump-and-dump schemes and other fraudulent criminal schemes. Evaluation and understanding of the features, functions, and other properties of Cryptocurrency requires a high level of technical knowledge and sophistication. The market for Cryptocurrency is in its infancy, is rapidly evolving, and its future is unknown. Governments and central banks do not create, sponsor, support, back, insure, or control Cryptocurrencies and there is no guarantee of their future viability as a store of value or a means of exchange. Federal, state, or foreign governments may restrict the use and exchange of cryptocurrency, and regulation in the United States is still developing. Cryptocurrency is not legal tender in most jurisdictions, including the United States. No laws require individuals or businesses to accept Cryptocurrency as a form of payment and Cryptocurrency does not have any intrinsic value. Its value derives entirely from market forces of supply and demand. Cryptocurrency exchanges and other trading venues on which Cryptocurrencies trade are relatively new and, in most cases, largely unregulated and may therefore be more exposed to fraud and failure than established, regulated exchanges for securities, derivatives, and other currencies. Cryptocurrency exchanges may stop operating or permanently shut down due to fraud, technical glitches, hackers, or malware. Due to relatively recent launches, most Cryptocurrencies have a limited trading history, making it difficult for investors to evaluate 16  J.P. CAPITAL MANAGEMENT, INC. Part 2A of Form ADV – Firm Brochure investments. Generally, Cryptocurrency transactions are irreversible, such that an improper transfer can only be reversed by the receiver of the cryptocurrency agreeing to return the cryptocurrency to the sender. Accordingly, investment in Cryptocurrency is not appropriate for all investors and you should only invest “risk capital” in such asset class (e.g., funds, the complete and total loss of which, would have insubstantial effect on your overall financial circumstances and financial goals). Risks Related to Analysis Methods: Our analysis of securities relies in part on the assumption that the issuers whose securities we recommend for purchase and sale, the rating agencies that review these securities, and other publicly-available sources of information about these securities, are providing accurate and unbiased data. While we are alert to indications that data may be incorrect, there is always a risk that our analysis may be compromised by inaccurate or misleading information. Securities Transactions at the Direction of Clients: All assets are held at the custodian in your name and you will typically maintain the concurrent ability to direct transactions within your account. We are not responsible for the consequences of your self-directed investment decisions or the costs and fees they generate within your account. Interim Changes in Client Risk Tolerance and Financial Outlook: The particular investments recommended by our firm are based solely upon the investment objectives and financial circumstances disclosed to us by the client. While we make a good faith effort to speak with each client periodically to discuss any changes in the client’s financial circumstances, the lack of constant and continuous communication presents a risk insofar as your liquidity, net worth, risk tolerance and/or investment goals could change abruptly, with no advance notice to our firm, resulting in a mis-aligned investment portfolio and the potential for losses or other negative financial consequences. It is your continuing and exclusive responsibility to give us complete information and to notify us of any changes in your financial circumstances, income level, investment goals or employment status. We encourage you to contact us regularly and promptly to discuss your investment and any changes to your financial circumstances. Item 9 – Disciplinary Information We are required to disclose all material facts regarding any legal or disciplinary event that would be material to your evaluation of our firm, or the integrity of our management. No person associated with J.P. Capital has any information to disclose which is applicable to this Item 9. Item 10 – Other Financial Industry Activities and Affiliations As of the date of this brochure, neither J.P. Capital, nor any of its associated persons, are registered or intend to become registered as a broker-dealer, futures commission merchant, commodity pool operator, commodity trading advisor, or registered representative or associated person of any of the foregoing. 17  J.P. CAPITAL MANAGEMENT, INC. Part 2A of Form ADV – Firm Brochure J.P. Capital does not have any relationships, industry activities, affiliations, or arrangements and does not collect any additional compensation, directly or indirectly, that create a material conflict of interest with its clients. Except for certain benefits we receive from the broker-dealers we recommend to clients as referenced in Items 12 and 14 of this brochure, we do not receive any additional compensation or benefits, either directly or indirectly, in connection with referrals of our clients to any broker-dealers, custodians, attorneys, tax advisors, accountants, or other third-parties. We will only recommend and refer third- parties to you when we believe such recommendations to be in your best interests. You are never obligated to engage any third party we recommend and do so at your sole discretion and risk. in Client Transactions Item 11 – Code of Ethics, Participation or Interest & Personal Trading A Code of Ethics. We subscribe to an ethical and high standard of conduct in all our business conduct in order to fulfill the fiduciary duty we owe to our clients. Additionally, as a Chartered Financial Analyst (CFA®) firm principal Jason E. Polansky, CFA® adheres to the Code of Ethics and Standards of Professional Conduct as prescribed by the CFA Institute. A copy of the Code of Ethics is available to any client or prospective client upon request by contacting Jason E. Polansky, CFA®, at (541) 343-2064 or jason@jpcap.com. B-D Participation or Interest in Client Transactions. J.P. Capital does not recommend that clients buy or sell any security in which a supervised person of the Firm or the Firm itself has a material or proprietary financial interest. Personal Trading. J.P. Capital or individuals associated with us may buy and sell some of the same securities for their own account that we buy and sell for clients. We typically utilize block transactions when buying or selling securities for client accounts. The block transactions include all accounts participating in one or more of our strategies and they receive the same average price. Investment advisor representatives of the firm and their families have accounts managed as part of these strategies and they also participate alongside our clients. In some cases, we or our representatives may buy or sell securities for our proprietary accounts for reasons not related to the strategies adopted for our clients. Our employees and other persons associated with us are required to follow the Code of Ethics when making trades for their own accounts in securities which are recommended to and/or purchased for clients. The Code of Ethics is designed to assure that the personal securities transactions will not interfere with making decisions in the best interest of our clients while at the same time, allowing employees to invest for their own accounts. We will disclose to our clients any material conflict of interest relating to J.P. Capital, its representatives, or any of its employees which could reasonably be expected to impair the rendering of unbiased and objective advice. As any advisory situation could present a conflict of interest, we have established the following restrictions to ensure our fiduciary responsibilities: 18  J.P. CAPITAL MANAGEMENT, INC. Part 2A of Form ADV – Firm Brochure 1. A director, officer, associated person, or employee of J.P. Capital and its associated persons shall not buy or sell securities for their proprietary accounts where the decision to do so is substantially derived, in whole or in part, by reason of employment with the firm, unless the information is also available to the investing public on reasonable inquiry. No associated person of the firm shall prefer his or her own interest to that of a client. 2. We maintain a list of all securities holdings for the firm and for anyone associated with our practice that has access to our recommendations. An appropriate officer of J.P. Capital reviews these holdings on a regular basis. 3. Any individual not in observance of the above may be subject to disciplinary action, up to and including termination of employment with the firm. Item 12 – Brokerage Practices A Recommendation of Brokers and Custodians. Although Clients may direct us to use a broker-dealer of their choosing, we generally recommend that Clients engage the custodial and trade execution services of Charles Schwab & Co., Inc. (“Schwab”) or Interactive Brokers, LLC (“IB,” and collectively with Schwab, the “Recommended Custodians”), both independent SEC registered broker-dealers and members of the Financial Industry Regulatory Authority (FINRA) and the Securities Investor Protection Corporation (“SIPC”). We are not affiliated with the Recommended Custodians and the Recommended Custodians do not monitor or control the activities of J.P., Capital or its associated persons. Where you agree to engage either of the Recommended Custodians’ services, they will execute all transactions for your account in accordance with our instructions. Clients are never obligated to engage the broker-dealers we recommend. You will ultimately select the Custodian and executing broker for your account by completing the account opening documentation of your preferred service provider. We may provide you with reasonable assistance in completing such documentation. Once a broker-dealer has been selected by the client, unless we are instructed otherwise in writing, you authorize us to execute all trades within your account through such firm. Best Execution. In recommending broker-dealers, we seek to obtain “best execution,” meaning that we seek to execute securities transactions for clients so that the total costs or proceeds in each transaction are the most favorable under the circumstances. The factors we consider when evaluating for best execution include, without limitation, the broker-dealer’s execution capability; commission rates; financial responsibility; responsiveness; custodial capabilities; the value of any research services/brokerage services provided; and any other factors that we consider relevant. However, if the client selects the broker-dealer of their own choosing, we may be unable to seek best execution of your transactions, and your commission costs may be different than those of our recommended broker-dealers. In addition, we may place your transactions after we place transactions for clients using our recommended broker-dealers. 19  J.P. CAPITAL MANAGEMENT, INC. Part 2A of Form ADV – Firm Brochure As referenced above, and after thoroughly researching custodians, J.P. Capital Management selected Schwab and IB as the Recommended Custodians of client accounts. As indicated above, Schwab and IB are both members of the SIPC. Client assets are protected through a combination of SIPC and/or Lloyds of London. Coverage provides protection against the insolvency of Schwab or IB, not the loss in value of securities. Both Schwab and IB provide clients with direct and secure internet access to their accounts. While our firm DOES NOT receive fees, commissions, or client referrals from the Recommended Custodians (or any other broker-dealer or custodian) as result of our recommendation of their services to clients, J.P. Capital does participate in the Recommended Custodians’ “institutional” programs for independent registered investment advisor firms. Under these programs, the Recommended Custodians offer independent investment advisors like us services which include custody of securities, trade execution, clearance, and settlement of transactions. J.P. Capital receives some benefits from the Recommended Custodians through its participation in these programs. Our receipt of these benefits creates conflicts of interest that are described below in Item 14. B Trade Aggregation. We are authorized in our discretion to aggregate purchases and sales and other transactions made for the account with purchases and sales and other transactions in the same or similar securities or instruments for other clients. When transactions are so aggregated and executed at Schwab, the actual prices applicable to the aggregated transactions will be averaged, and the account will be deemed to have purchased or sold its proportionate share of the securities or instruments involved at the average price so obtained. When transactions are executed at IB, a pre-trade allocation is utilized which allocates securities or instruments to client accounts in real time on a fill by fill basis. This process may result in minor differences in the average price of the securities or instruments in client accounts. Please note that stock exchange regulations may in certain instances prevent the executing broker-dealer from delivering to the account a confirmation slip with respect to its participation in the aggregated transaction and, in such event, we will advise the client in writing of any purchase or disposition of instruments for the account with respect to any such aggregated transaction. We direct that confirmations of any transactions effected for a client to be sent, in conformity with applicable law, to the client. • We will make reasonable efforts to attempt to fill client orders by day-end. • • If the block order is not filled by day-end, we will allocate shares executed to underlying accounts on a pro rata basis, adjusted as necessary to keep client transaction costs to a minimum. If a block order is filled (full or partial fill) at several prices through multiple trades, an average price will be used for all trades executed; • All participants receiving securities from the block trade will receive the average price. • Only trades executed within the block on the single day may be combined for purposes • of calculating the average price. It is possible that we will transact multiple times in a specific security during a day, creating multiple block orders for the same security during the same day. This reflects the reality that decisions driving a purchase or sale of securities may change in a time 20  J.P. CAPITAL MANAGEMENT, INC. Part 2A of Form ADV – Firm Brochure interval less than one trading day. Finally, different block trades may be allocated differently across our strategies since the needs and objectives of the strategies are different. It is expected that this trade aggregation and allocation policy will be applied consistently. However, if application of this policy results in unfair or inequitable treatment to some or all of our clients, we may deviate from this policy. Item 13 – Review of Accounts A Account Reviews. All accounts are reviewed or supervised by Jason E. Polansky, CFA®, who is responsible for overseeing all investment advisory activities for the Firm. Jason E. Polansky has earned the right to use the Chartered Financial Analyst (CFA®) designation. Mr. Polansky’s attached Form ADV Part 2B brochure supplement provides more information about this professional designation. The frequency of reviews is determined based on the client’s investment objectives. Accounts are reviewed at least quarterly. We schedule in office reviews with our clients as requested. B More Frequent Reviews. More frequent reviews may be triggered by a change in client’s investment objectives; tax considerations; large deposits or withdrawals; large sales or purchases; or, changes in the economic climate. C Reports. Investment advisory clients receive standard account statements from the custodian of their accounts on a monthly or quarterly basis. J.P. Capital also provides clients with a written report summarizing the account activity and performance generally quarterly, but in any event, no less than annually. Along with these reports, we discuss comparisons to indices performance, as well as asset allocation of the portfolio. Item 14 – Client Referrals and Other Compensation J.P. Capital is a fee-only advisory firm and does not sell insurance or investment products, nor does it accept commissions as a result of any product recommendations. We do not pay referral or finder’s fees, nor do we accept such fees from other firms. Benefits Received from Recommended Custodians. As referenced in Item 12, J.P. Capital participates in the institutional advisor programs offered by the Recommended Custodians and may recommend the Recommended Custodians to clients for custody and brokerage services. There is no direct link between the Recommended Custodians and J.P. Capital in connection with the investment advice we provide to our advisory clients. Our firm receives economic benefits through the custody and operating relationships it has with the Recommended Custodians that are not typically available to retail investors. These benefits include the following products and services that are provided to us by the Recommended Custodians without cost or at a discount: duplicate client statements and confirmations, research related products and tools, consulting services, access to a trading desk serving the firm’s associated persons, access to block trading (which provides the ability to aggregate securities transactions for execution and then allocate the appropriate shares directly to or from client accounts), the ability to have advisory fees deducted directly from client accounts, access to an electronic 21  J.P. CAPITAL MANAGEMENT, INC. Part 2A of Form ADV – Firm Brochure communications network for client order entry and account information, access to mutual funds with no transaction fees, and discounts or no fees on compliance, marketing, research, technology, and practice management products and services provided by third-party vendors. The Recommended Custodians may also pay for business consulting, professional services, and research received by J.P. Capital and its associated persons and may also pay or reimburse expenses (travel, lodging, meals, and entertainment expenses) for J.P. Capital’s personnel to attend conferences or meetings relating to their service platforms or to their advisor custody and brokerage services generally. Some of the products and services made available by the Recommended Brokers through the program may benefit our firm, but may not benefit its clients. These products or services may assist our firm in managing and administering client accounts, including accounts not maintained at the Recommended Custodians. Other services made available by the Recommended Custodians are intended to help the firm to manage and further develop its business enterprise. The benefits received by J.P. Capital or its personnel through participation in the institutional program do not depend on the amount of brokerage transactions directed to the Recommended Custodians. As part of its fiduciary duties to clients, our firm endeavors at all times to put the interests of its clients first. Clients should be aware, however, that the receipt of economic benefits by our firm and/or our related persons in and of itself creates a conflict of interest and may indirectly influence J.P. Capital’s choice to recommend the Recommended Custodians to clients for custody and brokerage services. Item 15 – Custody With the exception of J.P. Capital’s ability to debit fees, J.P. Capital does not otherwise have custody of any client funds or securities. All clients funds and securities are held in an account or accounts held in their name and maintained at an independent qualified Custodian (typically, Schwab or IB). J.P. Capital shall have no liability to the client for any loss or other harm to any property in the account, including any harm to any property in the account resulting from the insolvency of the custodian or any independent acts of the agents or employees of the custodian and where J.P. Capital has otherwise honored its fiduciary duty to the client with respect to monitoring and recommending the Custodian to the client, regardless of whether the full amount of such loss is covered by the Securities Investor Protection Corporation (“SIPC”) or any other insurance which may be carried by the Custodian. Clients are advised that the SIPC provides only limited protection for the loss of property held by a broker-dealer. Clients receive standard account statements from the Custodian of their accounts on a monthly or quarterly basis. We also provide clients with internally generated reports. The Custodian will not verify our advisory fee calculations. Therefore, we urge all clients to carefully review statements received from the Custodian and compare these reports to those that we may provide to you. Our reports may vary from custodial statements based on accounting procedures, reporting dates, or valuation methodologies of certain securities. Item 16 – Investment Discretion Clients generally grant J.P. Capital ongoing and continuous discretionary authority to execute its investment recommendations in accordance with the client’s objectives and suitability documentation 22  J.P. CAPITAL MANAGEMENT, INC. Part 2A of Form ADV – Firm Brochure without the client’s prior approval of each specific transaction. Under this discretionary authority, we are allowed to purchase and sell securities and instruments in your account(s), arrange for delivery and payment in connection with the foregoing, and act on your behalf in matters necessary or incidental to the handling of the account, including monitoring certain assets. The only restrictions on our discretionary authority are those set by the client on a case-by-case basis. Non-discretionary authority requires us to obtain the client’s prior approval of each specific transaction prior to executing investment recommendations, as well as for the selection and retention of sub-advisors to the account. Regardless of whether our authority is discretionary, clients are allowed the opportunity to impose restrictions on investing in certain securities or types of securities. Item 17 – Voting Client Securities A Proxy Voting. We do not vote client securities or proxies on behalf of clients. Additionally, we do not provide advice on how the client should vote. B Distribution of Proxy Materials. We do not have authority to vote client securities. Clients will receive proxies and other solicitations directly from the custodian or transfer agent. If any proxy materials are received on behalf of a client, they will be sent directly to the client or a designated representative who is responsible for voting the proxy. Item 18 – Financial Information A As an advisory firm that maintains discretionary authority for client accounts, J.P. Capital is required to disclose any financial condition that is reasonably likely to impair our ability to meet our contractual obligations. We have no such financial circumstances to report. B We do not require or solicit payment of fees in excess of $1,200 per client six (6) months or more in advance of services being rendered. Therefore, we are not required to include a financial statement. C Neither J.P. Capital, nor Jason E. Polansky, CFA®, have been the subject of a bankruptcy petition at any time in the past. C J.P. Capital charges clients who participate in Trading Accounts a performance-based fee as described in Item 5 of this brochure. Please see Item 5 for further details. Accordingly, J.P. Capital, and its sole principal and management person, Jason E. Polansky CFA®, receive performance-based fees from clients. Except as described above, neither J.P. Capital nor Mr. Polansky receive any other compensation in relation to the investment advice provided to clients from any third-parties. 23  J.P. CAPITAL MANAGEMENT, INC. Part 2A of Form ADV – Firm Brochure D We are required to disclose all material facts regarding any legal or disciplinary event that would be material to your evaluation of our firm, or the integrity of our management. No principal or person associated with our firm has any such information to disclose. E Neither J.P. Capital, nor its sole principal and management person, Jason E. Polansky CFA®, have any relationship or arrangement with any issuer of securities. 24  J.P. CAPITAL MANAGEMENT, INC. Part 2A of Form ADV – Firm Brochure Exhibit A – Summary of Material Changes This Exhibit A discusses only specific material changes that have been made to our brochure since the date of our last annual update filed on April 8, 2026. Since that date, we have made the following material changes to this brochure:  Item 4 was amended to disclose that as of June 11, 2026 J.P. Capital Management, Inc. is registered as an investment advisor with the United States Securities and Exchange Commission. Prior to that date, our firm was a state-registered investment advisor registered in Oregon. 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. We may further provide other ongoing disclosure information about material changes as necessary and will further provide you with a new brochure as necessary based on changes or new information, at any time, without charge. Changes will also be included with our brochure on the SEC’s website at www.adviserinfo.sec.gov. The searchable IARD/CRD number for J.P. Capital Management, Inc. is 142109. Currently, our brochure may be requested by contacting Jason E. Polansky, CFA®, President of J.P. Capital Management, Inc., at (541) 343-2064 or jason@jpcap.com. Our brochure will be provided to you free of charge. Ex. A  J.P. Capital Management, Inc. Part 2B of Form ADV – Firm Brochure JASON E. POLANSKY, CFA® J.P. Capital Management, Inc. 4990 Hunters Glen Dr. Eugene, Oregon 97405 (541) 343-2064 June 11, 2026 This brochure supplement provides information about Jason E. Polansky, CFA®, the President of J.P. Capital Management, Inc. (“J.P. Capital”) that supplements J.P. Capital’s firm brochure. You should have received a copy of our firm brochure. Please contact Jason E. Polansky, CFA® at (541) 343-2064 or jason@jpcap.com if you did not receive J.P. Capital’s brochure or if you have any questions about the contents of this brochure supplement. Additional information about Jason E. Polansky, CFA® is available on the SEC’s website at www.adviserinfo.sec.gov. The searchable CRD number for Mr. Polansky is 4261122. Part 2B - 1  J.P. Capital Management, Inc. Part 2B of Form ADV – Firm Brochure Item 2 Educational Background and Business Experience We require any supervised person involved in the practice of giving investment advice or consulting to clients to have at a minimum, a bachelor’s degree from an accredited university, preferably with a major in finance, economics, or business, etc. These persons must also pass appropriate licensing examinations and are strongly encouraged to seek continuing education opportunities available in the industry, including appropriate certifications or designations. Jason E. Polansky, CFA® Year of Birth: 1979 Educational Background Bachelor of Science, Business Administration (Finance), University of Oregon, June 2001. Business Background 10/2006 to Present President and Investment Advisor Representative, J.P. Capital Management, Inc., Eugene, Oregon 06/2001 to 10/2006 Portfolio Manager, KMS Financial Services, Inc., Eugene, Oregon 03/1999 to 06/2001 Assistant to Portfolio Manager, KMS Financial Services, Inc., Eugene, Oregon Professional Designations Mr. Polansky obtained the right to use the Charted Financial Analyst® (CFA®) designation in September 2004 from the CFA Institute, formerly known as the Association for Investment Management & Research (AIMR). Becoming a CFA Charterholder is voluntary; no federal or state law or regulation requires investment advisors or financial planners to become a CFA Charterholder. However, the CFA program is a globally recognized standard for measuring portfolio management and investment analysis competence and integrity. The program is administered by CFA Institute, a global not-for-profit association of investment professionals. The program requires candidates to study for and pass three levels of exams that measure a candidate’s ability to apply the fundamental knowledge of investment principles at a professional level. Candidates who pass the exams and meet other requirements earn a CFA Charter. The CFA program is a graduate-level, self-study curriculum and examination program for investment specialists - especially securities analysts, money managers and investment advisors. To register in the CFA program, an applicant must have a bachelor’s degree (or comparable non-US degree) and four years of qualified professional work experience, or a combination of education and qualified work experience may be acceptable in lieu of a degree. The CFA program sets the global standard for investment knowledge, standards and ethics. The rigorous curriculum covers a broad range of investment topics and is committed to the highest ethical standards in the profession. To be awarded the CFA Charter, a candidate must pass the Level I, Level II, and Level III examinations and have at least four (4) years of acceptable professional experience working in the investment decision-making process. Candidates must also exhibit a high degree of ethical and professional conduct. Part 2B - 2  J.P. Capital Management, Inc. Part 2B of Form ADV – Firm Brochure Charterholders must comply with CFA Institute’s Articles of Incorporation, Bylaws, Code of Ethics and Standards of Professional Conduct to maintain the Charter. In addition, they must annually submit a Professional Conduct Statement and pay membership dues. Failure to comply with CFA Institute’s conditions, requirements, policies and procedures can result in disciplinary sanctions, including suspension or revocation of the right to use the CFA designation. To learn more about the CFA charter, visit www.cfainstitute.org. Item 3 Disciplinary Information Mr. Polansky has not been subject to any legal or disciplinary proceedings which would be considered material (or otherwise) to a client’s evaluation of J.P. Capital or the integrity, professionalism, or competency of its associated persons. Item 4 Other Business Activities Mr. Polansky is not actively engaged in any other investment-related business or occupation. Item 5 Additional Compensation Except for the compensation described in J.P. Capital’s brochure under Item 5, Mr. Polansky received no additional compensation in connection with his provision of investment advice to clients. Item 6 Supervision Mr. Polansky is the President and sole management person of J.P. Capital. As such, Mr. Polansky is responsible for supervising his own activities on behalf of the firm. No other person will supervise Mr. Polansky. He is, however, bound by the firm’s Code of Ethics and is further bound, as a CFA® Charterholder, to ensure that his advisory activities comport with the CFA Institute’s Articles of Incorporation, Bylaws, Code of Ethics, and Standards of Professional Conduct. Part 2B - 3