Middle Street Capital, LLC

Middle Street Capital, LLC Firm Brochure – Form ADV Part 2A This brochure provides information about the qualifications and business practices of Middle Street Capital, LLC. If you have any questions about the contents of this brochure, please contact us at 603-531-3773 or by email at: paul@middlestreetcapital.com. The information in this brochure has not been approved or verified by the United States Securities and Exchange Commission or by any state securities authority. Additional information about Middle Street Capital, LLC is also available on the SEC’s website at www.adviserinfo.sec.gov. Middle Street Capital, LLC’s CRD number is: 226513. 67 Main Street Newfields, NH 03856 Office: 603-531-3773 paul@middlestreetcapital.com www.middlestreetcapital.com Version Date: 03/24/2026  Item 2: Material Changes Form ADV Part 2 requires registered investment advisers to amend their brochure when information becomes materially inaccurate. If there are any material changes to an adviser’s disclosure brochure, the adviser is required to notify you and provide you with a description of the material changes. The following material changes have been made since the last annual update of this brochure (March 2025): • Address change: Middle Street Capital, LLC has relocated its principal place of business to 67 Main Street, Newfields, NH 03856. • Assets Under Management: As of March 2026, total AUM has increased to approximately $125,022,484. Discretionary assets are $107,809,781 and non- discretionary assets are $17,212,703. • Other Business Activity: Mr. Barry is developing PensionOne, a turnkey Cash Balance Plan consulting service operating as a business activity of Middle Street Capital, LLC. PensionOne is not yet a separate legal entity. This activity is disclosed in Item 10 of this brochure. • SEC Registration: Middle Street Capital, LLC is in the process of transitioning from state registration to registration with the Securities and Exchange Commission (SEC). Upon completion of this transition, certain state-specific disclosures will no longer apply.  Item 3: Table of Contents Item 1: Cover Page Item 2: Material Changes Item 3: Table of Contents Item 4: Advisory Business Item 5: Fees and Compensation Item 6: Performance-Based Fees and Side-By-Side Management Item 7: Types of Clients Item 8: Methods of Analysis, Investment Strategies, and Risk of Loss Item 9: Disciplinary Information Item 10: Other Financial Industry Activities and Affiliations Item 11: Code of Ethics, Participation or Interest in Client Transactions and Personal Trading Item 12: Brokerage Practices Item 13: Reviews of Accounts Item 14: Client Referrals and Other Compensation Item 15: Custody Item 16: Investment Discretion Item 17: Voting Client Securities (Proxy Voting) Item 18: Financial Information  Item 4: Advisory Business A. Description of the Advisory Firm Middle Street Capital, LLC (hereinafter “MSCL”) is a Limited Liability Company organized in the State of New Hampshire. The firm was formed in November 2006, and the principal owner is Paul Barry. B. Types of Advisory Services Portfolio Management Services MSCL offers ongoing portfolio management services based on the individual goals, objectives, time horizon, and risk tolerance of each client. MSCL creates an Investment Policy Statement for each client, which outlines the client’s current situation (income, tax levels, and risk tolerance levels). Portfolio management services include, but are not limited to, the following: • Investment strategy • Asset allocation • Risk tolerance • Personal investment policy • Asset selection • Regular portfolio monitoring MSCL evaluates the current investments of each client with respect to their risk tolerance levels and time horizon. MSCL will request discretionary authority from clients in order to select securities and execute transactions without permission from the client prior to each transaction. Risk tolerance levels are documented in the Investment Policy Statement, which is given to each client. MSCL seeks to provide that investment decisions are made in accordance with the fiduciary duties owed to its accounts and without consideration of MSCL’s economic, investment or other financial interests. To meet its fiduciary obligations, MSCL attempts to avoid, among other things, investment or trading practices that systematically advantage or disadvantage certain client portfolios, and accordingly, MSCL’s policy is to seek fair and equitable allocation of investment opportunities/transactions among its clients to avoid favoring one client over another over time. C. Client Tailored Services and Client Imposed Restrictions MSCL offers the same suite of services to all of its clients. However, specific client investment strategies and their implementation are dependent upon the client Investment Policy Statement which outlines each client’s current situation (income, tax levels, and risk tolerance levels). Clients may impose restrictions in investing in certain securities or types of securities in accordance with their values or beliefs. However, if the restrictions prevent MSCL from properly servicing the client  account, or if the restrictions would require MSCL to deviate from its standard suite of services, MSCL reserves the right to end the relationship. D. Wrap Fee Programs A wrap fee program is an investment program wherein the investor pays one stated fee that includes management fees, transaction costs, fund expenses, and any other administrative fees. MSCL does not participate in any wrap fee programs. E. Assets Under Management MSCL has the following assets under management: Discretionary Amounts Non-Discretionary Amounts Date Calculated $107,809,781 $17,212,703 March 2026 Item 5: Fees and Compensation A. Fee Schedule Asset-Based Fees for Portfolio Management Total Assets Under Management Annual Fee $0 – $2,000,000 0.50% $2,000,001 – $10,000,000 0.25% $10,000,001 and Up 0.125% These fees are generally negotiable and the final fee schedule is attached as Exhibit II of the Investment Advisory Contract; the investment adviser may decide to charge a lower fee to individuals that are in any range above that are business partners, family members, co-workers, etc. Clients may terminate the agreement without penalty for a full refund of MSCL’s fees within five business days of signing the Investment Advisory Contract. Thereafter, clients may terminate the Investment Advisory Contract generally with 30 days’ written notice. MSCL bills based on the balance on the first day of the billing period. MSCL uses the value of the account as of the last business day of the prior billing period.  B. Payment of Fees Payment of Asset-Based Portfolio Management Fees Asset-based portfolio management fees are withdrawn directly from the client’s accounts with client’s written authorization on either a monthly or quarterly basis. Fees are paid in arrears or in advance depending upon the client’s contractual agreement. C. Client Responsibility For Third Party Fees Clients are responsible for the payment of all third party fees (i.e. custodian fees, brokerage fees, mutual fund fees, transaction fees, etc.). Those fees are separate and distinct from the fees and expenses charged by MSCL. Please see Item 12 of this brochure regarding broker- dealer/custodian. D. Prepayment of Fees Refunds for fees will be returned within fourteen days to the client via check, or return deposit back into the client’s account. Clients may terminate the agreement without penalty for a full refund of MSCL’s fees within five business days of signing the Investment Advisory Contract. For all asset-based fees paid in advance, the fee refunded will be equal to the balance of the fees collected in advance minus the daily rate* times the number of days elapsed in the billing period up to and including the day of termination. (*The daily rate is calculated by dividing the annual asset-based fee rate by 365.) E. Outside Compensation For the Sale of Securities to Clients Neither MSCL nor its supervised persons accept any compensation for the sale of securities or other investment products, including asset-based sales charges or service fees from the sale of mutual funds. Item 6: Performance-Based Fees and Side-By-Side Management MSCL does not accept performance-based fees or other fees based on a share of capital gains on or capital appreciation of the assets of a client.  Item 7: Types of Clients MSCL generally provides advisory services to the following types of clients: • High-Net-Worth Individuals • Individuals • Pension and Profit Sharing Plans (including 401(k) plans) • Charitable Organizations Minimum Account Size There is an account minimum of $25,000 or at least one other account in the household that is above the $25K minimum, which may be waived by MSCL in its discretion. Item 8: Methods of Analysis, Investment Strategies, and Risk of Loss A. Methods of Analysis and Investment Strategies Methods of Analysis MSCL’s methods of analysis include fundamental analysis, cyclical analysis and modern portfolio theory. Fundamental analysis involves the analysis of financial statements, the general financial health of companies, and/or the analysis of management or competitive advantages. Cyclical analysis involves the analysis of business cycles to find favorable conditions for buying and/or selling a security. Modern portfolio theory is a theory of investment that attempts to maximize portfolio expected return for a given amount of portfolio risk, or equivalently minimize risk for a given level of expected return, each by carefully choosing the proportions of various assets. Investment Strategies MSCL uses long term trading. MSCL employs an evidence-based, long-term investment approach rooted in the principles of Modern Portfolio Theory and efficient market research. Portfolios are constructed primarily using low-cost index funds and exchange-traded funds (ETFs) to achieve broad diversification across asset classes, geographies, and sectors. MSCL believes that consistent outperformance of market benchmarks through active security selection or market timing is unlikely to be sustained net of costs, and that client outcomes are best served by minimizing expenses, managing risk through diversification, and maintaining discipline through market cycles. Portfolio construction emphasizes strategic asset allocation tailored to each client’s investment policy statement, time horizon, and risk tolerance. MSCL may also employ tactical strategies  including tax-loss harvesting, asset location optimization across taxable and tax-advantaged accounts, and the selective use of buffered or defined-outcome ETFs where consistent with a client’s investment policy statement and overall portfolio objectives. Investing in securities involves a risk of loss that you, as a client, should be prepared to bear. B. Material Risks Involved Methods of Analysis Fundamental analysis concentrates on factors that determine a company’s value and expected future earnings. This strategy would normally encourage equity purchases in stocks that are undervalued or priced below their perceived value. The risk assumed is that the market will fail to reach expectations of perceived value. Cyclical analysis assumes that the markets react in cyclical patterns which, once identified, can be leveraged to provide performance. The risks with this strategy are two-fold: 1) the markets do not always repeat cyclical patterns; and 2) if too many investors begin to implement this strategy, then it changes the very cycles these investors are trying to exploit. Modern Portfolio Theory assumes that investors are risk adverse, meaning that given two portfolios that offer the same expected return, investors will prefer the less risky one. Thus, an investor will take on increased risk only if compensated by higher expected returns. Conversely, an investor who wants higher expected returns must accept more risk. Investment Strategies Long term trading is designed to capture market rates of both return and risk. Due to its nature, the long-term investment strategy can expose clients to various types of risk that will typically surface at various intervals during the time the client owns the investments. These risks include but are not limited to inflation (purchasing power) risk, interest rate risk, economic risk, market risk, and political/regulatory risk. Investing in securities involves a risk of loss that you, as a client, should be prepared to bear. C. Risks of Specific Securities Utilized Clients should be aware that there is a material risk of loss using any investment strategy. The investment types listed below (leaving aside Treasury Inflation Protected/Inflation Linked Bonds) are not guaranteed or insured by the FDIC or any other government agency. Mutual Funds: Investing in mutual funds carries the risk of capital loss and thus you may lose money investing in mutual funds. All mutual funds have costs that lower investment returns. The funds can be of bond “fixed income” nature (lower risk) or stock “equity” nature. Equity: Equity investment generally refers to buying shares of stocks in return for receiving a future payment of dividends and/or capital gains if the value of the stock increases. The value of equity securities may fluctuate in response to specific situations for each company, industry conditions and the general economic environments.  Fixed Income: Fixed income investments generally pay a return on a fixed schedule, though the amount of the payments can vary. In general, the fixed income market is volatile and fixed income securities carry interest rate risk. Fixed income securities also carry inflation risk, liquidity risk, call risk, and credit and default risks for both issuers and counterparties. Exchange Traded Funds (ETFs): An ETF is an investment fund traded on stock exchanges, similar to stocks. Investing in ETFs carries the risk of capital loss. Leveraged ETFs and inverse ETFs are not used. An ETF is subject to the same market risks as those of its underlying individual securities, and also has internal expenses that can lower investment returns. Past performance is not indicative of future results. Investing in securities involves a risk of loss that you, as a client, should be prepared to bear.  Item 9: Disciplinary Information Registered investment advisers are required to disclose all material facts regarding any legal or disciplinary events that would be material to your evaluation of MSCL or the integrity of MSCL’s management. Additional disciplinary information, if any, is available on the SEC’s website at www.adviserinfo.sec.gov. A. Criminal or Civil Actions There are no criminal or civil actions to report. B. Administrative Proceedings There are no administrative proceedings to report. C. Self-regulatory Organization (SRO) Proceedings There are no self-regulatory organization proceedings to report. Item 10: Other Financial Industry Activities and Affiliations A. Registration as a Broker/Dealer or Broker/Dealer Representative Neither MSCL nor its representatives are registered as, or have pending applications to become, a broker/dealer or a representative of a broker/dealer. B. Registration as a Futures Commission Merchant, Commodity Pool Operator, or a Commodity Trading Advisor Neither MSCL nor its representatives are registered as or have pending applications to become either a Futures Commission Merchant, Commodity Pool Operator, or Commodity Trading Advisor or an associated person of the foregoing entities. C. Registration Relationships Material to this Advisory Business and Possible Conflicts of Interests There are no outside registration relationships for MSCL or Paul Francis Barry.  D. Other Business Activities – PensionOne Paul Barry is developing PensionOne, a turnkey Cash Balance Plan consulting and administration service for solo and micro-business owners. PensionOne operates as a business activity of Middle Street Capital, LLC and is not a separate legal entity at this time. PensionOne coordinates the five professional relationships required for a Cash Balance Plan: investment adviser, enrolled actuary, third-party administrator, custodian, and CPA. MSCL estimates that Mr. Barry currently devotes less than 20% of his working time to PensionOne-related activities. This activity does not create a material conflict of interest with MSCL’s advisory clients. E. Selection of Other Advisers or Managers and How This Adviser is Compensated for Those Selections MSCL does not utilize nor select third-party investment advisers. All assets are managed by MSCL management. Item 11: Code of Ethics, Participation or Interest in Client Transactions and Personal Trading A. Code of Ethics MSCL has a written Code of Ethics that covers the following areas: Prohibited Purchases and Sales, Insider Trading, Personal Securities Transactions, Exempted Transactions, Prohibited Activities, Conflicts of Interest, Gifts and Entertainment, Confidentiality, Service on a Board of Directors, Compliance Procedures, Compliance with Laws and Regulations, Procedures and Reporting, Certification of Compliance, Reporting Violations, Compliance Officer Duties, Training and Education, Recordkeeping, Annual Review, and Sanctions. MSCL’s Code of Ethics is available free upon request to any client or prospective client. B. Recommendations Involving Material Financial Interests MSCL does not recommend that clients buy or sell any security in which a related person to MSCL or MSCL has a material financial interest. C. Investing Personal Money in the Same Securities as Clients From time to time, representatives of MSCL may buy or sell securities for themselves that they also recommend to clients. Such transactions may create a conflict of interest. MSCL will always document any transactions that could be construed as conflicts of interest and will never engage  in trading that operates to the client’s disadvantage when similar securities are being bought or sold. D. Trading Securities At/Around the Same Time as Clients’ Securities From time to time, representatives of MSCL may buy or sell securities for themselves at or around the same time as clients. Such transactions may create a conflict of interest; however, MSCL will never engage in trading that operates to the client’s disadvantage if representatives of MSCL buy or sell securities at or around the same time as clients. Item 12: Brokerage Practices A. Factors Used to Select Custodians and/or Broker/Dealers Custodians/broker-dealers will be recommended based on MSCL’s duty to seek “best execution,” which is the obligation to seek execution of securities transactions for a client on the most favorable terms for the client under the circumstances. MSCL will never charge a premium or commission on transactions, beyond the actual cost imposed by the broker-dealer/custodian. MSCL recommends Charles Schwab as its primary custodian. 1. Research and Other Soft-Dollar Benefits MSCL receives no research, product, or services other than execution from broker-dealers or custodians in connection with client securities transactions (“soft dollar benefits”). 2. Brokerage for Client Referrals MSCL receives no referrals from a broker-dealer or third party in exchange for using that broker- dealer or third party. 3. Clients Directing Which Broker/Dealer/Custodian to Use MSCL may permit clients to direct it to execute transactions through a specified broker-dealer. If a client directs brokerage, the client will be required to acknowledge in writing that such direction supersedes any authority granted to MSCL to select brokers; this direction may result in higher commissions and less favorable prices, particularly for illiquid securities or during volatile market conditions. B. Aggregating (Block) Trading for Multiple Client Accounts Due to the individual management of client accounts, MSCL does not aggregate the purchase or sale of securities for various client accounts.   Item 13: Reviews of Accounts A. Frequency and Nature of Periodic Reviews and Who Makes Those Reviews All client accounts for MSCL’s advisory services provided on an ongoing basis are reviewed at least monthly by Paul Barry, Manager, with regard to clients’ respective investment policies and risk tolerance levels. All accounts at MSCL are assigned to this reviewer. B. Factors That Will Trigger a Non-Periodic Review of Client Accounts Reviews may be triggered by material market, economic or political events, or by changes in client’s financial situations (such as retirement, termination of employment, physical move, or inheritance). C. Content and Frequency of Regular Reports Provided to Clients Each client of MSCL’s advisory services provided on an ongoing basis will receive a quarterly report detailing the client’s account, including assets held, asset value, and calculation of fees. This written report will come from the custodian. MSCL will also provide a written quarterly statement to clients. Item 14: Client Referrals and Other Compensation A. Economic Benefits Provided by Third Parties for Advice Rendered to Clients MSCL does not receive any economic benefit, directly or indirectly from any third party for advice rendered to MSCL’s clients. B. Compensation to Non-Advisory Personnel for Client Referrals MSCL does not directly or indirectly compensate any person who is not advisory personnel for client referrals. Item 15: Custody When advisory fees are deducted directly from client accounts at client’s custodian, MSCL will be deemed to have limited custody of client’s assets and must have written authorization from the  client to do so. Clients will receive all account statements and billing invoices that are required, and they should carefully review those statements for accuracy. Item 16: Investment Discretion MSCL provides discretionary investment advisory services to clients. The Investment Advisory Contract established with each client sets forth the discretionary authority for trading. Where investment discretion has been granted, MSCL generally manages the client’s account and makes investment decisions without consultation with the client as to when the securities are to be bought or sold for the account, the total amount of the securities to be bought/sold, what securities to buy or sell, or the price per share. Item 17: Voting Client Securities (Proxy Voting) MSCL will not ask for, nor accept voting authority for client securities. Clients will receive proxies directly from the issuer of the security or the custodian. Clients should direct all proxy questions to the issuer of the security. Item 18: Financial Information A. Balance Sheet MSCL neither requires nor solicits prepayment of more than $500 in fees per client, six months or more in advance, and therefore is not required to include a balance sheet with this brochure. B. Financial Conditions Reasonably Likely to Impair Ability to Meet Contractual Commitments to Clients Neither MSCL nor its management has any financial condition that is likely to reasonably impair MSCL’s ability to meet contractual commitments to clients. C. Bankruptcy Petitions in Previous Ten Years MSCL has not been the subject of a bankruptcy petition in the last ten years.