KANOS CAPITAL MANAGEMENT, LLC

Item 1 – Cover Page Kanos Capital Management, LLC Form ADV Part 2 Brochure This Brochure provides information about the qualifications and business practices of Kanos Capital Management, LLC. If you have any questions about the contents of this Brochure, please contact us at 713-807-0200. The information in this Brochure has not been approved or verified by the United States Securities and Exchange Commission or by any state securities authority. Additional information about Kanos Capital Management, LLC also is available on the SEC’s website at www.adviserinfo.sec.gov. The searchable IARD/CRD number for Kanos Capital Management, LLC is 128395. Kanos Capital Management, LLC is a Registered Investment Adviser. Registration of an Investment Adviser does not imply any level of skill or training. 1217 S. Shepherd Dr., Suite 200 Houston, Texas 77019 Phone: 713-807-0200 Fax: 713-807-0205 www.kanoscapital.com Brochure date: April 2026  Item 2 – Material Changes This section of the Brochure will address only those “material changes” that have been incorporated since our last delivery or posting of this document on the SEC’s public disclosure website (IAPD). Material Changes: the firm is registering with the SEC. Additional information about Kanos Capital Management, LLC is also available via the SEC’s web site www.adviserinfo.sec.gov. The SEC’s web site also provides information about any persons affiliated with Kanos Capital Management, LLC who are registered, or are required to be registered, as investment adviser representatives of Kanos Capital Management, LLC.  Item 3 - Table of Contents Item 1 – Cover Page ...................................................................................................................................... i Item 2 – Material Changes ............................................................................................................................ ii Item 3 - Table of Contents ............................................................................................................................. iii Item 4 - Advisory Business............................................................................................................................ 1 Item 5 - Fees and Compensation .................................................................................................................. 2 Item 6 - Performance-Based Fees and Side-By-Side Management............................................................. 4 Item 7 - Types of Clients ............................................................................................................................... 4 Item 8 - Methods of Analysis, Investment Strategies and Risk of Loss ........................................................ 4 Item 9 - Disciplinary Information ................................................................................................................... 6 Item 10 - Other Financial Industry Activities and Affiliations ......................................................................... 7 Item 11 - Code of Ethics, Participation in Client Transactions and Personal Trading .................................. 7 Item 12 - Brokerage Practices....................................................................................................................... 8 Item 13 - Review of Accounts ..................................................................................................................... 10 Item 14 - Client Referrals and Other Compensation ................................................................................... 10 Item 15 - Custody ........................................................................................................................................ 10 Item 16 - Investment Discretion .................................................................................................................. 11 Item 17 - Voting Client Securities ................................................................................................................ 11 Item 18 - Financial Information.................................................................................................................... 11  Item 4 - Advisory Business Kanos Capital Management, LLC (“Kanos” or the “firm”) is a value-oriented wealth manager focused on creating absolute returns and managing risk for our clients. Kanos concentrates on asset allocation and sector selection to create portfolios that strive for superior returns using fundamental valuation techniques and emphasizing current yield through dividends and other yield vehicles. At Kanos, we have provided investment advice and portfolio management services since 2003. The clients of our firm entrust us with their assets, and we offer independent and carefully tailored advice to serve each individual client’s purposes. We are an independent investment management firm owned by Kirby Shanks and Stephanie Shanks. At Kanos, we provide investment advice and supervisory services to our clients by advising on equities, options, debt instruments, and other securities, funds and partnerships in or for clients’ accounts which help meet client's stated investment objectives and strive for returns adjusted for appropriate risks. The firm provides discretionary and non-discretionary investment supervisory services to its clients. The specific investment portfolios constructed for each client are based upon the goals, objectives, and individual needs of the client. We provide this service to individuals, and trusts and estates. Clients may impose restrictions on investing in certain securities or types/classes of securities. Our Value Portfolios are managed to grow over time by picking and owning value stocks for the long term, expecting capital appreciation and dividends to drive growth in wealth. We may perform other business and consulting services for the Client upon request and for a separate cost. We may serve as the investment manager for clients in which the investment manager appoints a sub- adviser to invest assets held at traditional custodians. Details of the advisory fees and services will be outlined in the Investment Management Agreement. All parties will be provided with the proper and customary disclosure documents prior to entering into the agreement. We will provide investment advisory services based on the underlying client’s investment objectives, goals, restrictions, tax status and risk profile communicated to us by the primary investment advisor. When we provide investment advice to you regarding your retirement plan account or individual retirement account, we are fiduciaries within the meaning of Title I of the Employee Retirement Income Security Act and/or the Internal Revenue Code, as applicable, which are laws governing retirement accounts. The way we make money creates some conflicts with your interests, so we operate under a special rule that requires us to act in your best interest and not put our interest ahead of yours. Under this special rule’s provisions, we must: • Meet a professional standard of care when making investment recommendations (give prudent advice); • 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 interest; 1  • Charge no more than is reasonable for our services; and • Give you basic information about conflicts of interest. Our assets under management as of year-end 2025 were approximately $133,205,240, all managed on a discretionary basis. Item 5 - Fees and Compensation Tiered Fee Schedule Assets Under Management Annualized Fee Value Strategy $0 – $2,000,000 1.0% $2,000,001 – $4,000,000 0.7% $4,000,001 – $8,000,000 0.6% $8,000,000 and greater 0.5% The fees are based upon the client’s assets under management as set forth in the above fee schedule. Advisory fees are negotiable. Fees are calculated by multiplying the assets under management at quarter’s end by the relevant percent and dividing such product by four. Relationships started or ended in mid- quarter will be assessed at a pro-rated management fee. Fees are payable quarterly, in arrears and such fees may be deducted (at client’s request) from client's account(s) quarterly within sixty (60) days following the end of the quarter. Fees are calculated on an incremental basis and are subject to change with 30 days’ written notice. Certain clients of Kanos Capital with pre-existing relationships may initially be charged fees which are less than those set out above. We maintain a limited Power of Attorney for all discretionary accounts for directing and/or effecting investments on behalf of the managed account, for the direct payment of our fees and or the payment of commissions, custodial fees and or other charges incurred by your managed account. To the extent mutual funds are selected the annual advisory fee set forth above does not include the customary fees and expenses associated with investing in mutual funds or other costs of establishing and maintaining an account with mutual funds including Rule 12b-1 fees and expenses. In addition to the annual advisory fee, each mutual fund in which your assets are invested will incur separate investment fees. 2  Termination The relationship may be terminated by either party upon 30 days written notice. Since fees are paid in arrears, no pro-ration of fees will occur upon termination of the agreement, however a final fee will be charged which will be prorated according to the number of days for which we provided our investment advisory services during the current quarter. Fee Payment Options As indicated in our advisory agreement, there are two options that may be selected by the client to pay for services: • Direct debiting: at the inception of the relationship and each quarter thereafter, we will notify each custodian of the amount of the fee due and payable to us through our fee schedule and contract. The custodian does not validate or check our fee, but its calculation on the assets on which the fee is based. They will “deduct” the fee from Account(s) or if the client has more than one account from the account the client has designated to pay our advisory fees. The client will receive a statement directly from his/her custodian showing all transactions, positions and credits / debits into or from your account; the statements after the quarter end will reflect these transactions, including the advisory fee paid by the client to us. • Pay-by-check: At the inception of the Account and each quarter thereafter, Kanos issues an invoice for our services and the Client pays us by check or wire transfer within 10 days of the date of the invoice. Additional Fees and Expenses Advisory fees payable to us do not include all the fees the Client will pay when we purchase or sell securities for their account(s). The following list of fees or expenses are what the Client will pay directly to third parties, whether a security is being purchased, sold or held in the Account(s) under our management. Fees charged are by the broker dealer / custodian. We do not receive, directly or indirectly, any of these fees charged to the Client. They are paid to the broker, custodian or the mutual fund or other investment held. The fees include: • Brokerage commissions; • Transaction fees; • Exchange fees; • SEC fees; • Foreign taxes; • Advisory fees and administrative fees charged by Mutual Funds (MF), Exchange Traded Funds (ETFs) • Advisory fees charged by sub-advisers (if any are used for your account); • Custodial Fees; • Deferred sales charges (on MF or annuities); • Odd-Lot differentials; • Deferred sales charges (charged by MFs); • Transfer taxes; • Wire transfer and electronic fund processing fees; • Commissions or mark-ups / mark-downs on security transactions; 3  • Other fees that may be incurred. In addition, we do not have or employ any employee that receives (directly or indirectly) any compensation from the sale of securities or investments that are purchased or sold for the Client’s account or to which we provide consulting expertise / services. As a result, we are a “fee only” investment adviser. We do not have any potential conflicts of interest present that relate to any additional (and undisclosed) compensation from the client or the client’s assets that we manage. Item 6 - Performance-Based Fees and Side-By-Side Management We do not charge any performance-based fees (fees based on a share of capital gains or capital appreciation of the assets of a client). Item 7 - Types of Clients We provide our services to a number of clients: • Individuals, including high net worth individuals • Trusts and Estates • Retirement Accounts and Plans • Corporations Minimum Account Size All customers are required to have a minimum account balance of $500,000, which under certain circumstances is negotiable. For the purposes of this minimum, family related accounts will be counted together. In addition, we reserve the right to refuse to accept proposed management responsibilities or to resign from the management of any individual account. Item 8 - Methods of Analysis, Investment Strategies and Risk of Loss Kanos will focus primarily on investing in equities. We will first weigh macroeconomic factors, examining monetary policy in the US and internationally, domestic fiscal policy and money flows, and political factors influencing business in the US and around the world. Then we will concentrate on attractive sectors in which we examine specific companies as prospective investments using traditional financial statements and ratio analysis to choose individual holdings. Technical Analysis is usually used to help judge attractive entry (and exit) points. Management believes that investing in value-oriented companies (that typically pay 4  dividends), which we believe are undervalued, exposes our clients to less risk than growth-oriented stocks. Our Tactical Portfolios also use momentum, technical positioning and events/earnings to help judge attractive entry/exit points for attractive securities. However, Kanos may offer several investment strategies and in doing so may invest in a wide range of securities and other financial instruments including: Investment company securities including mutual funds • Equity securities • Exchange-listed securities • Over-the-counter securities • Securities of foreign issuers (including ADRs, EDRs and GDRs) • Exchange Traded Funds • Exchange Traded Notes • Mutual Funds • • United States government securities • Private placements • Options contracts • Warrants • Listed and over-the-counter derivatives • Certificates of deposit Kanos may also invest in: Interests in partnerships/LLCs investing in real estate, oil and gas interests Interest and principal only strips • Restricted shares • Futures • Rights • Corporate debt • Commercial paper • Municipal securities • • Forward contracts • Options on futures contracts • Cap options • Floor options • • Structured notes • Mortgage related and other asset backed securities • Bank loans • Collateralized debt obligations • Collateralized mortgage obligations • Foreign currency forward agreements • Repurchase and reverse repurchase agreements • Local access products As financial markets and products evolve, we may invest in other instruments or securities, whether currently existing or developed in the future, when consistent with client guidelines, objectives and policies. Security Analysis 5  Kanos uses “top down” investment frameworks to pick investment sectors, then a “bottom up” approach for choosing individual stocks for investment consideration. Management first examines the macroeconomic, fiscal and political situations in the United States and major international countries, looks for attractive investment sectors, and matches stocks (or ETFs or mutual funds) with appealing investment attributes in sectors that have attractive prospects. Kanos uses traditional fundamental ratio analysis, examining price/cash flow, price/earnings and price/book value, combining this analysis with other factors such as balance sheet strength, profitability, growth prospects, dividend yield and payout ratio. Management is more value-oriented in its investment style but uses growth prospects of potential investments to find the most attractive investment candidates. Although we primarily use fundamental analysis, we also follow technical analysis in order to try and better understand the movements of stocks we own or are considering for investment/divestiture. Sources of Information In conducting security analysis, we utilize a broad spectrum of information, including financial publications, financial news services, third-party research materials, annual reports, prospectuses, regulatory filings, company press releases, corporate rating services, financial blogs, and meetings with management of various companies. Investment Strategies Our primary strategy is the Value Strategy; however, we may employ an additional range of investment strategies to implement the advice we give to clients including: long-term purchases, short-term purchases, trading, short sales, margin transactions, option strategies including writing covered options, uncovered options and spreading strategies, and taking advantage of price differentials between two or more securities (arbitrage). Our clients may invest in foreign currency in the form of certificates of deposit or exchange traded funds. Risk of Loss All investments in securities include a risk of loss of your principal (invested amount) and any profits that have not been realized (the securities were not sold to “lock in” the profit). As the client is informed, stock, bond, commodity and currency markets fluctuate substantially over time. In addition, as recent global and domestic economic events have indicated, performance of any investment is not guaranteed. As a result, there is a risk of loss of the assets we manage that may be out of our control. We will do our very best in the management of a client’s assets; however, we cannot guarantee any level of performance or that the client will not experience a loss in account value. Investing in securities involves risk of loss that clients should be prepared to bear. Item 9 - Disciplinary Information We do not have any legal, financial or other “disciplinary” item(s) to report. We are obligated to disclose any disciplinary event that would be material when evaluating us to initiate a Client / Adviser relationship, or to continue a Client /Adviser relationship with us. This statement applies to our Firm, and every employee. 6  Item 10 - Other Financial Industry Activities and Affiliations Kanos Capital Management, LLC does not have any external affiliations. Please refer to Kirby Shanks’ Form ADV Part 2B Supplements for further information. Item 11 - Code of Ethics, Participation in Client Transactions and Personal Trading To prevent conflicts of interest, all employees of the firm must comply with the firm’s Written Supervisory Procedures, which impose restrictions on the purchase or sale of securities for their own accounts and the accounts of certain affiliated persons. The Firm’s Compliance Manual require that all trades made by employees or related persons of the firm, who make recommendations or participate in the determination of which recommendation shall be made, (except transactions in investment company securities and/or other exempt transactions) will be reviewed by the designated person responsible. We will also maintain quarterly reports on all personal securities transactions. We have adopted a Code of Ethics for all supervised persons of the firm describing its high standard of business conduct, and fiduciary duty to its clients. The Code of Ethics includes provisions relating to the confidentiality of client information, a prohibition on insider trading, restrictions on the acceptance of significant gifts and the reporting of certain gifts and business entertainment items, and personal securities trading procedures, among other things. All supervised persons must acknowledge the terms of the Code of Ethics annually, or as amended. We anticipate that, in appropriate circumstances, consistent with clients’ investment objectives, it will cause accounts over which we have management authority to effect and will recommend to investment advisory clients or prospective clients, the purchase or sale of securities in which we and/or clients, directly or indirectly, have a position of interest. Our employees and persons are required to follow our Code of Ethics. Subject to satisfying this policy and applicable laws, officers, directors and employees of Kanos Capital and its affiliates may trade 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, activities and interests of our employees will not interfere with (i) making decisions in the best interest of advisory clients and (ii) implementing such decisions while, at the same time, allowing employees to invest for their own accounts. Under the Code certain classes of securities have been designated as exempt transactions, based upon a determination that these would materially not interfere with the best interests of our clients. Personal Trading Employee trading is continually monitored under the Code of Ethics to reasonably prevent conflicts of interest between Kanos Capital and its clients. Prohibition on Use of Insider Information We have also adopted policies and procedures to prevent the misuse of “insider” information (material, non- public information). A copy of such policies and procedures is available to any person upon request. You 7  may request a complete copy of our Code by contacting us at the address, telephone or email on the cover page of this Part 2. Item 12 - Brokerage Practices We will supervise and direct the investments of client accounts subject to such limitations as the client may impose in writing. We may without client consultation, (a) direct the purchase, sell, exchange, conversion, and otherwise trade in stocks, bonds and other securities including money market instruments, (b) direct the amount of securities purchased, sold, exchanged, and otherwise traded; and (c) place orders for the execution of such securities transactions with a broker that Kanos Capital chooses or other third-party broker/dealers. We will allocate brokerage transactions in a manner it believes to be fair and responsible to its clients, and consistent with client objectives. Unless our clients instruct us otherwise, the firm may place orders for the execution of transactions with or through a broker/dealer as we may select, and complying with Section 28(e) of the Securities Exchange Act of 1934, may pay a commission on transactions in excess of the amount of commission another broker or dealer would have charged. We will select such brokers that can effect transactions at the best price and execution under the prevailing circumstances. In managing investment portfolios, we act in a manner in keeping with what it understands and believes to be the best interests of the client. Individual securities are selected among economic sectors and industries which are chosen to achieve the desired balance between expected risk and expected return. Transactions of an unusual nature may be discussed with clients before execution. Kanos and its associated persons are invested in GWS Sunbelt. Kanos and its associated persons are invested alongside clients, which may create a conflict of interest. We follow our Code of Ethics as stated above and mitigate this conflict by acting in the client’s best interest and as a Fiduciary over our clients’ accounts. Allocation of Investment Opportunities and Orders We have adopted the following policies and procedures related to the fair allocation of investment opportunities. These policies are designed to help ensure that each client receives fair and equitable treatment in the investment process: • Investment ideas and/or research analyst recommendations are equally disseminated among all appropriate investment professionals responsible for selecting investments. • We employ a trading rotation process that is fair and objective among accounts that we believe to be • fair and equitable. IPOs are only allocated to accounts when the issuer meets the investment objectives of participating accounts as well as a review process for allocations. • Secondary offerings are allocated using our standard methodologies, taking into account situations in which securities are allocated by the issuer based on a client’s existing holdings. • Conflicting investment opportunities between short selling and long investing are properly addressed. • Accounts in which our employees or affiliates have a beneficial interest, or in which Kanos Capital Management, LLC has a conflict of interest, do not receive preferential treatment. Our allocation procedures may differ for each of our investment strategies. 8  When orders are generated, the decision on which accounts should participate, and in what amount, is based on the type of security or other asset, the present or desired structure of the various portfolios and the nature of the customer’s and account’s goals. Other factors include risk tolerance, tax status, permitted investment techniques and, for fixed-income accounts, the size of the account and settlement and other practical considerations. As a result, we may have different price limits for buying or selling a security in different accounts. Portfolio information systems, portfolio reports, and quality control reports permit us to consider these factors as appropriate. Broker Analysis In an effort to achieve best execution, we consider the following factors in selecting brokers: • Execution capability • Order size and market depth • Financial stability of the broker-dealer • Responsiveness • Financial responsibility of the broker-dealer • Confidentiality • Availability of accurate information comparing markets • The technology to process such data • Other factors that may bear on the overall evaluation of best price and execution With regard to client directed brokerage, we are required to disclose that we may be unable to negotiate commissions, block or batch client orders or otherwise achieve the benefits described above, including best execution, if you limit our brokerage discretion. Directed brokerage commission rates may be higher than the rates we might pay for transactions in non-directed accounts. Also, clients that restrict our brokerage discretion may be disadvantaged in obtaining allocations of new issues of securities that we purchase or recommend for purchase in other clients’ accounts. It is our policy that such accounts not participate in allocations of new issues of securities obtained through brokers and dealers other than those designated by the client. As a general rule, we encourage each client to compare the possible costs or disadvantages of directed brokerage against the value of the custodial or other services provided by the broker to the client in exchange for the directed broker designation. We monitor and evaluate the performance and execution capabilities of brokers that transact orders for our client accounts periodically to ensure consistent quality executions. In addition, we regularly review our transaction costs in light of current market circumstances, available published statistical analysis as well as other relevant information. Principal vs. Agency Transactions We do not participate in principal or agency transactions. Research Services/Soft Dollars We do not participate in research services or soft dollars. Cross Transactions We do not participate in cross-transactions. 9  Commissions The commission amount and per share commission rate will differ between our clients with directed brokerage relationships due to the dollar value and the size (number of shares) of the trade for each account, and the total relationship between the client and their broker. Because each client may differ in portfolio size, investment objective, equity exposure and the extent of the relationship with their broker, we do not negotiate commission discounts on the block transaction itself. Directed Brokerage We do not participate in directed brokerage practices. Item 13 - Review of Accounts Kirby Shanks, President of Kanos Capital, will review all accounts on a monthly basis. More frequent reviews may be triggered by material changes in variables such as the client’s individual circumstances or the market economic or political environment. The clients will generally receive monthly reports from the custodian detailing their individual assets and all activity in the client’s account, unless the client requests a more frequent basis. Some less active accounts may only receive quarterly reports from the custodian. Item 14 - Client Referrals and Other Compensation We do not participate in client referrals, nor do we have any forms of compensation for referrals. Item 15 - Custody Clients should receive at least quarterly statements from the broker dealer, bank or other qualified custodian that holds and maintains the client’s investment assets. Kanos Capital Management, LLC urges clients to carefully review such statements and compare such official custodial records to the accounting that we may provide to each client. Each client must select a custodian and may be required to pay custodian fees. Also, clients will incur brokerage and other transaction costs in the course of our management of their accounts. (See the section in this brochure entitled, “Brokerage Practices” for a discussion of how we make brokerage decisions that affect client accounts). Clients will receive an account statement from one or more qualified custodians covering the funds and securities in their account(s). In the case of private partnerships or other non-traded investment holdings, Kanos will report quarterly on positions and valuation. Valuations typically only change periodically when new data becomes available. Valuations and valuation methodologies on private, non-traded investment holdings are available upon request. The holders of the partnerships will receive quarterly account statements. 10  Item 16 - Investment Discretion Kanos usually receives discretionary authority from the client at the outset of an advisory relationship to select the identity and amount of securities to be bought or sold. In all cases, however, such discretion is to be exercised in a manner consistent with the stated investment objectives for the particular client account. We maintain a Limited Power of Attorney or Trading Authorization for all discretionary accounts for the purposes of directing and/or otherwise effecting trading on behalf of the managed account. When selecting securities and determining amounts, we observe the investment policies, limitations and restrictions of the clients for which it advises. Investment guidelines and restrictions must be provided to Kanos in writing. Discretionary Management We have discretionary authority to make determinations regarding the securities that are to be bought and sold, as well as the quantities of such securities, for most clients. Such authority is provided in our contract with each client. In many cases, this discretion is subject to mutually agreed upon investment guidelines relative to the client’s portfolio. We have typical portfolio guidelines available for clients to adopt, in whole or in part, if they do not have their own. Client investment guidelines may or may not limit the scope of potential investments. As a result, clients can impose restrictions on investing in certain securities or types of securities. Wrap Account Management We do not participate in the management of wrap account programs. Item 17 - Voting Client Securities As a matter of firm policy and practice, Kanos Capital Management, LLC does not have any authority to and does not vote proxies on behalf of advisory clients. Clients retain the responsibility for receiving and voting proxies for any and all securities maintained in client portfolios. Item 18 - Financial Information Registered investment advisers are required in this Item to provide you with certain financial information or disclosures about Kanos Capital Management, LLC’s financial condition. Kanos Capital Management, LLC has no financial commitment that impairs its ability to meet contractual and fiduciary commitments to clients and has not been the subject of a bankruptcy proceeding. We do not require or solicit prepayment of more than $1200 in fees per client, six months or more in advance, therefore we have no material additional financial disclosures to make. Business Continuity Plan 11  We have a Business Continuity Plan that addresses how the Firm will respond to events that may disrupt its business. If the main telephone line is inactive, the emergency number is 713-305-4001. If the emergency line is down, please call Stephanie Shanks cell phone at 713-301-1008, if either of these numbers are not working, please contact your custodian. We will resume operations as quickly as possible (preferably within twenty-four hours) depending on the severity of the business disruption. Our Business Continuity Plan covers data backup and recovery, mission critical systems financial and operational assessments, alternative communications, alternate business locations, regulatory reporting and the assurance of prompt access to funds and securities for our customers. Additional details regarding the firm’s Business Continuity Plan are available upon request. Privacy Notice to Customers We do not disclose nonpublic personal information about our individual clients or former clients except as required by law. We restrict access to nonpublic personal information about you (that we may obtain from your account and your transactions) to those employees who need to know that information to provide products or services to you or to alert you to new, enhanced or improved products or services we provide. We maintain physical, electronic and procedural safeguards that comply with federal standards to safeguard your nonpublic personal information. Note that corporate, municipal, and other institutional clients may be identified as such in our firm’s representative client or reference lists (the identities of individual, i.e., “natural person” clients are never so disclosed absent client permission). 12