Needham Advisory Corporation

Item 1: Cover Page FORM ADV PART 2A R. B. NEEDHAM ADVISORY CORP. 861 Turnpike Street North Andover, MA 01845 Phone: 978-681-8821 FAX: 978-685-8000 Mailing Address: PO Box 398 Andover, MA 01810 Email: gkimball@needhamadvisory.com Web Site: www.needhamadvisory.com August 5, 2026 Form ADV, Part 2A, our “Disclosure Brochure” or “Brochure” is a very important document between you, our Clients, and R. B. Needham Advisory Corp (“Needham Advisory”). This brochure provides information about the qualifications and business practices of Needham Advisory. If you have any questions about the contents of this brochure, please contact us at 978-681-8821 and/or email us at gkimball@needhamadvisory.com. Information about Needham Advisory is also available at the SEC’s website www.adviserinfo.sec.gov. You can search this site by a unique identifying number, known as a CRD Number. Our firm’s identification number is 105378. The information in this brochure has not been approved or verified by the United States Securities and Exchange Commission (SEC) or by any State Securities Authority. Needham Advisory is an SEC-registered advisor. Our registration as an Investment Advisor does not imply any level of skill or training. The oral and written communications we provide to you, including this Brochure, is information you use to evaluate us against other advisors in making your decision to hire us or to continue to maintain a mutually beneficial relationship. 1  Item 2: Material Changes Since the last annual updating amendment of Needham Advisory. on March 21, 2025 we have no material changes to report. If you would like the full brochure, you can download it from this website or contact us at 978-681-8821. You can also contact us by email: • George Kimball, gkimball@needhamadvisory.com • Paige Coleman, pcoleman@needhamadvisory.com 2  Item 3: Table of Contents Item 1: Cover Page 1 Item 2: Material Changes 2 Item 3: Table of Contents 3 Item 4: Advisory Business 4 Item 5: Fees and Compensation 6 Item 6: Performance-Based and Side-By-Side Management 9 Item 7: Types of Clients 9 Item 8: Methods of Analysis, Investment Strategies and Risk of Loss 9 Item 9: Disciplinary Information 12 Item 10: Other Financial Activities and Affiliations 12 Item 11: Code of Ethics 13 Item 12: Brokerage Practices 14 Item 13: Review of Accounts 15 Item 14: Client Referrals and Other Compensation 17 Item 15: Custody 17 Item 16: Investment Discretion 18 Item 17: Voting Client Securities (i.e., Proxy Voting) 19 Item 18: Financial Information 19 3  Item 4: Advisory Business Needham Advisory Corp., a registered investment advisor, was formed in 1985 to provide custom investment management and general financial counseling services to individuals, trusts, retirement plans and endowments. As noted, we are an SEC-registered firm. Needham Advisory is, and has always been, subject to the fiduciary standard. Our commitment is to act solely in your best interest on a fee-only basis; we do not receive commissions, nor do we sell products. The underlying philosophy of the company evolved through 40 years of portfolio management, trust, financial and estate planning experience is that clients should be able to expect creativity, professionalism, understandable communication, and comprehensive investment counseling from one source. Our goal is to treat every client as our only client. We consider each client to be unique and structure portfolios accordingly. A successful investment philosophy can be tailored to meet the distinctive requirements of corporate retirement plans, endowments, trusts, and individuals. The consistent factor among all portfolios is our investment philosophy and discipline. We have built our firm on factors we consider critical to best serve our clients: quality personnel, a clear investment strategy and decision process, consistent long- term performance, client orientation, reliable support systems, and an environment in which decisions can be made in a timely manner. We measure our success not only by how our performance compares with market indices but also, and more importantly, by how we meet our client’s objectives. We offer a client responsive approach to managing assets that is not often found in today’s volume oriented financial services environment. Needham Advisory has and will continue to control and monitor its growth, as we will not compromise our service or performance. The owner of Needham Advisory is George J. Kimball. Our calculation of Regulatory AUM on both Form ADV Parts 1 and 2 is: Discretionary + Non-Discretionary = Regulatory AUM As of December 31, 2025 Regulatory AUM is calculated as follows: $80,131,974 + $22,268,832 = $102,400,806 As of 12/31/2025, Needham Advisory had 244 accounts, of which 201 are discretionary and 43 are non-discretionary. Services Needham Advisory Corporation is a full- service investment and financial counseling firm. In that capacity we provide a number of services to our clients. We offer personalized solutions for immediate financial questions or long-term financial planning. Our services are not based 4  on selling financial products, but focused on defining goals, identifying alternative strategies to achieve those goals and using our expertise and experience to provide assistance in implementing the appropriate strategy. Additionally, we are available to be listed as trustees, co-trustees or successor on trust documents. In practice we tailor our investment portfolios to the needs and objectives of our clients. We structure portfolios to meet the client’s needs as determined by their financial plan. Clients are always able to place restrictions on the sale or purchase of particular classes of securities for their portfolios. Our Investment Management services include: • Goal definition, asset allocation security selection and Investment Management • Quarterly reporting of results • Annual review of results and account objectives • Coordination with Third Party Plan Administrators for corporate employee benefit plans • Consultation and coordination with Trustees on individual trusts • Consultation with other professional advisors as requested by the client to ensure that all the advisors are working towards the same goal • Comprehensive Financial Counseling • Hourly consultation for those who do not need or require continuous management The independent account custodian will provide: • Safekeeping all securities • Collection of income • Settlement of all security transactions including receipt and delivery of securities as well as the collection or payment of funds • Notification of corporate actions and processing as directed • Direct computer access to account status by Needham Advisory for review of account balances, pending trades, transaction activity and market valuations Our Financial Planning services include: 5  • Manage current expenses and project future cash flows • Understand alternatives when faced with buying a new house or investing in a business • Determine the means and strategy to accumulate funds for financing a college education and achieving financial independence. • Determine the lowest level of risk that needs to be taken when designing the investment portfolio to achieve your financial goals • Evaluate the choices and allocation of investment assets to manage risk and control market variability • Understand strategies to minimize income tax liability and maximize retirement savings • Analyze insurance needs in order to contain catastrophic risks • Evaluate retirement income distribution methods and understand wealth transfer techniques • Develop an overall estate plan and plan for elder care needs Consulting Services Needham Advisory offers a financial planning and strategy development service for individuals who may or may not use investment management services. These services include an analysis of the client’s: • cash flow • budget • asset allocation • tax • insurance • retirement • net worth • estate tax situation Recommendations for changes in each of the above categories will be made upon request. The service will also offer a follow-up consultation and an update of the plan upon request. 6  Item 5: Fees and Compensation Fee Schedule - Investment Management Fee Payment Options As indicated in our advisory agreement with you, there are two options you may select to pay for our services: Direct debiting (Preferred) – each month we will notify your custodian of the amount of the fee due. The custodian does not validate or check the calculation of our fee. The custodian will deduct the fee from your billing account. Each month you will receive a statement directly from your custodian showing all transactions. RBNAC will also send you a copy of the billing invoice sent to the custodian. Pay-by-check – we will issue you an invoice for our services monthly and you will pay us by check. We do not select other advisors for our clients and therefore do not include this service in our fee schedule. We view Cash as an asset class, and as such we include it in our fee calculation. Sometimes fees may exceed the yield on cash/money market fund. Fees are billed monthly, in advance on the market value of the previous end of the month at the following rates: For clients of RBNAC prior to October 4, 2018: Account Asset Value Annual Fee Assets up to $2,000,000 1% Assets over $2,000,000 1/2 of 1% Minimum Annual Fee - $1,500.00 No minimum account size For clients of Kimball Capital Management prior to October 4, 2018: Account Asset Value Annual Fee Assets up to $2,000,000 1.25% Next $2,000,000 1.00% Next $5,000,000 .75% Next $15,000,000 .60% Over $25,000,000 .45% 7  (Clients who were with KCM prior to 10/4/2018 continue to receive this fee schedule) For clients of RBNAC after October 4, 2018: Account Asset Value Annual Fee Assets up to $2,000,000 1.00% Next $3,000,000 .75% Over $5,000,000 .50% The cost of the annual surprise audit for certain accounts as mandated by the Custody Rule will be shared equally by each of these “Custody Accounts”. Advisory fees payable to us do not include all the fees you will pay when we purchase or sell securities for your account(s). The following list of fees or expenses that can be charged by the broker/custodian directly when a security is bought, sold, or held in your account(s). Other fees not listed here may also be incurred and charged: • Brokerage commissions and markups • Transaction fees • Exchange fees • Advisory and administrative fees charged by Mutual Funds or Exchange Traded Funds • Advisory fees charged by sub-advisors (if used for your account) • Custodial fees • Deferred sales charges on mutual funds and annuities • Odd-Lot differentials • Transfer taxes • Wire transfer and electronic fund processing fees We do not receive, directly or indirectly, any of these fees charged to you. They are paid directly to the broker/custodian/mutual fund. In addition, we do not have any “employee” that receives any compensation from purchase or sale of securities for your account. We are a fee-only investment advisor. We do not have any potential conflicts of interest present that relate to any additional (and undisclosed) compensation from you. Other Fees and Expenses 8  Needham Advisory Corp. does not provide custodial services but will assist our clients in obtaining suitable safekeeping services. There may be an additional charge by the custodian for these services. Accounts custodied through Needham Advisory as part of a consultation arrangement will be billed an annual administrative fee of $250.00. For accounts which an officer of Needham Advisory serves as either sole or co-trustee, additional expenses for the annual surprise audit as mandated by the Custody Rule, trust income tax preparation, or other extraordinary services will be charged directly by the CPA, and not by the firm, from the trust account. The firm will ensure that the payment is made through the trust account and will not exceed 2.5% annually. Investment Consultation Investment consultation services are available at an hourly rate of $250.00. Consultation does not include continuous supervisory services. The minimum fee per consultation is $250.00. Investment consultation fees are payable upon completion of the consultation. Financial Consultation Financial consultation is available at an hourly rate of $250.00. For complex financial plans Needham Advisory will provide a best effort estimate of the total fee in advance. Fees for financial consultation are payable upon completion of the consultation. For clients who seek Financial Planning, and do not engage in ongoing Investment Management, there is a minimum flat-fee of $2500. Item 6: Performance-Based and Side-By-Side Management Needham Advisory does not charge performance fees on a share of the capital appreciation of a client’s account (performance-based fees). Our advisory fee compensation is charged only as disclosed above in Item 5. Item 7: Types of Clients Needham Advisory provides services to a number of different types of clients, including: • Individuals, including high net worth individuals 9  • Trusts, estates, and charitable organizations • Corporations or other business entities • Non-profit entities Item 8: Methods of Analysis, Investment Strategies and Risk of Loss Analysis Needham Advisory’s security analysis methods include: • Fundamental Analysis which includes the examination of financial ratios • Select Value – proprietary relative value analysis of securities in our stock universe focusing on price/cash flow and return on total capital • Intrinsic Value – proprietary relative value of market price compared to target price • Technical Analysis through the examination of charts In conducting security analysis, we utilize a broad spectrum of information, including: • Financial publications and Internet-based materials • Third-party research materials • Annual reports • Prospectuses • Regulatory filings • Company press releases • Corporate rating services Investment Strategies Strategies involving frequent trading of securities can affect investment performance. 10  Our core expertise is management and servicing of a wide range of risk-managed equity management (primarily common stocks and mutual funds), fixed income management (including corporate, government, and municipal bonds), and customized balanced portfolios. In addition to the types of securities described above, we may also invest in such other securities that we may select, unless expressly limited by written direction or client guidelines. Risk of Loss Past performance is not indicative of future results. Therefore, you should never assume that future performance of any specific investment or investment strategy will be profitable. Investing in securities (including stocks, mutual funds, and bonds, etc.) involves risk of loss. Further, depending on the different types of investments there may be varying degrees of risk. You should be prepared to bear investment loss including loss of original principal. Because of the inherent risk of loss associated with investing, our firm is unable to represent, guarantee, or even imply that our services and methods of analysis can or will predict future results, successfully identify market tops or bottoms, or insulate you from losses due to market corrections or declines. There are certain additional risks associated with investing in securities through our investment management program, as described below: • Market Risk – Either the stock market as a whole, or the value of an individual company, goes down resulting in a decrease in the value of client investments. This is also referred to as systemic risk. • Equity (stock) market risk – Common stocks are susceptible to general stock market fluctuations and to volatile increases and decreases in value as market confidence in and perceptions of their issuers change. If you held common stock, or common stock equivalents, of any given issuer, you would generally be exposed to greater risk than if you held preferred stocks and debt obligations of the issuer. • Company Risk. When investing in stock positions, there is always a certain level of company or industry specific risk that is inherent in each investment. This is also referred to as unsystematic risk and can be reduced through appropriate diversification. There is the risk that the company will perform poorly or have its value reduced based on factors specific to the company or its industry. For example, if a company’s employees go on strike or the company receives unfavorable media attention for its actions, the value of the company may be reduced. • Fixed Income Risk. When investing in bonds, there is the risk that the issuer will default on the bond and be unable to make payments. Further, individuals who depend on set amounts of periodically paid income face the risk that inflation will erode their spending power. Fixed-income investors receive set, regular payments that face the same inflation risk. • Options Risk. Options on securities may be subject to greater fluctuations in value than an investment in the underlying securities. Purchasing and writing put and call options are highly 11  specialized activities and entail greater than ordinary investment risks. • ETF and Mutual Fund Risk. When investing in an ETF or mutual fund, you will bear additional expenses based on your pro rata share of the ETF’s or mutual fund’s operating expenses, including the potential duplication of management fees. The risk of owning an ETF or mutual fund generally reflects the risks of owning the underlying securities the ETF or mutual fund holds. You will also incur brokerage costs when purchasing ETFs. • Crypto ETFs. We will use model portfolios designed to provide investors with indirect exposure to the cryptocurrency space using publicly traded companies and ETFs. The goal for the model portfolio is to benefit from the assets class, without the need to directly purchase the actual cryptocurrency itself. Narrowly focused investments typically exhibit higher volatility. A model portfolio concentrated in a single industry, such as companies actively engaged in blockchain technology may never develop or be able to transact processes that lead to returns for any company in which the model invests. Such investments may be subject to the following risks: Lack of liquid markets, possible manipulation of blockchain-based assets; lack of regulation; third party product defects or vulnerabilities; reliance on the internet, and line of business risk • Management Risk. Your investment with our firm varies with the success and failure of our investment strategies, research, analysis and determination of portfolio securities. If our investment strategies do not produce the expected returns, the value of the investment will decrease. Item 9: Disciplinary Information Needham Advisory and its employees have no reportable discipline history. Item 10: Other Financial Activities and Affiliations Needham Advisory does not have a relationship or arrangement that is material to its advisory business or clients with related persons or firms outside of Needham Advisory. Item 11: Code of Ethics As required by regulation, and because it’s good business, we have adopted a Code of Ethics that governs a number of potential conflicts of interest we might have when offering our advisory services to you. This Code of Ethics is designed: • to ensure we meet our fiduciary obligation to you 12  • to detect and prevent violations of security laws • to drive home a “culture of compliance” within our firm. Our Code of Ethics is comprehensive, is distributed to each employee at the time of hire, and annually thereafter. We supplement the Code with on-going monitoring of employee activity. Our Code includes the following: • Requirements related to the confidentiality of your information • Prohibitions on insider trading and rumor-mongering • Prohibition of gifts and entertainment that exceed $100 • Reporting of gifts and entertainment within our policy standards • Pre-clearance of employee trading • Quarterly review of all personal securities transactions • Annually we require all employees to identify members of their household and report accounts to which they have a “beneficial interest” (meaning that they have ownership or authority over the account. • We also require our employees to annually acknowledge receipt and understanding of our code of ethics. Our Code of Ethics does not prohibit personal trading by our employees. As you may imagine, as a professional investment advisor, we follow our own advice. As a result, we may purchase or sell the same or similar securities that we do for you, our client. You may request a complete copy of our Code of Ethics by contacting: George Kimball, Principal & Chief Compliance Officer Needham Advisory Corp. 861 Turnpike Street North Andover, MA 978-681-8821 gkimball@needhamadvisory.com Item 12: Brokerage Practices Directed Brokerage: 13  If the client instructs Needham Advisory to use a particular broker for portfolio transactions, the client will not benefit from the advisor’s ongoing efforts to select brokers that provide the best services at the lowest cost commissions. Also the client will not be able to obtain volume discounts or best execution for some trades through block trading. Clients requesting directed brokerage must provide the Firm with written directions to do so. Brokerage Selection: Needham Advisory will endeavor to select those brokers or dealers who in our judgment provide the services needed for the management of the client’s account at the most reasonable commission rates possible. The reasonableness or the broker’s commissions are evaluated on the broker’s ability to provide professional services, competitive commission rates or markups/mark-downs and other services that in our judgment will help Needham Advisory in providing investment management services to the client. Research and services will not justify material differences in execution costs. Charles Schwab & Co., Inc. has been determined to meet our requirements and most discretionary transactions are placed through them. The professional services available to Needham Advisory from Schwab are: • favorable execution and commission rates • receipt of duplicate client confirmations • receipt of electronic duplicate statements • access to a trading desk serving Schwab Institutional clients exclusively • access to block trading that provides the ability to aggregate securities transactions and then allocate the appropriate shares to client accounts • ability to have investment advisory fees deducted directly from the client account • access to a website exclusive to Schwab Institutional clients. The website provides: • the ability to enter money movement transactions electronically • the ability to download, post, and reconcile daily transactions • research capabilities • compliance publications • ongoing training and education through live and on-demand webcasts, articles, and 14  bulletins • access to mutual funds that generally require significantly higher minimum initial investments or are generally available only to institutional investors. Needham Advisory does not negotiate with brokers for the lowest transaction costs and most favorable execution on each client transaction but does review our ongoing relationship with Schwab to determine if services and charges continue to justify their selection as Needham Advisory’s primary broker Block Trades: RBNAC may aggregate or “bunch” securities of different clients for block trading where doing so will provide lower commission costs and/or better execution for all the clients involved. When clients’ accounts are aggregated each account in the aggregation is charged or credited with the average price to the total blocked transaction. Soft Dollars: Needham Advisory, as a matter of policy, does not utilize research and other services obtained from broker-dealers or third parties on a soft dollar commission basis. Other Brokerage Arrangements: We do not engage in the following: • Rotational Procedures • Agency Cross Transactions • Principal Trading Item 13: Review of Accounts All accounts are reviewed through both an individual portfolio basis and an asset review basis. The asset review basis is a continuing review of each security held in portfolios to ascertain that it continues to meet the standards of the portfolios. If sale of a security is indicated by the asset review, all accounts holding that asset will be reviewed regardless of any other review cycle. 15  While the continuing daily asset-by-asset review will provide active continual management, each account will also be reviewed quarterly. This review includes: • A review of the total market value of each account • A review of gains and losses for each portfolio holding • A review of the continuing suitability of each asset in the portfolio • A review of income to assure that client objectives will be met Prior to the quarterly review, we review all transactions that have occurred in the portfolio – income, additions or withdrawals, and capital changes. A change in the client’s financial situation or objectives will also trigger a review of the portfolio as indicated above. Accounts are reviewed by George Kimball, Principal, President and CCO. Account Statements The custodian will send a statement to a client usually on a monthly or quarterly basis, depending on the types of transactions in the account. This statement will include a list of portfolio holdings and transactions for the period. Duplicate confirmations of each trade will be sent to the client and to Needham Advisory at the time of the transaction. Needham Advisory’s statement also urges the client to compare our statement to that produced by the custodian; any discrepancies should be immediately reported. The custodian issues a Composite 1099 which summarizes interest and dividend income and realized capital gains and losses, management fees, paid, and other information needed by the client in preparing his income tax return. Item 14: Client Referrals and Other Compensation Needham Advisory does not utilize solicitors. The use of solicitors is strictly regulated under applicable federal and state law. Needham Advisory’s policy is to fully comply with the requirements of Rule 206(4)- 1, under the Investment Advisers Act of 1940, as amended, and similar state rules, as applicable. 16  Item 15: Custody Custody is defined as “holding, directly or indirectly, client funds or securities, or having any authority to obtain possession of them.” Examples of custody are: • Possession of client funds, unless an advisor receives them inadvertently • An arrangement that authorizes an advisor to withdraw client funds • Possession of client login credentials • Acting in any capacity that gives an advisor legal ownership or access to client funds – trustee/executor/conservator/general partner. The custody rule provides that an advisor with custody of client assets, such as Needham Advisory, is required to undergo an annual surprise exam by an independent public accountant to verify those assets for which the client is deemed to have custody. Our most recent audit was conducted for fiscal year 2025. Another provision of the Custody Rule is that the advisor must exercise “due inquiry” to be certain that custodians are sending clients statements. For Schwab accounts, Needham Advisory receives an electronic alert from Schwab attesting that statements have been sent out for all accounts. We also receive duplicate paper statements of “custody accounts.” For non Schwab accounts, Needham Advisory receives a duplicate paper statement monthly. Another provision of the Custody Rule is: The advisor must maintain client assets with a qualified custodian. Please note that valuations on the custodian’s statement and on the Advisor’s may differ slightly depending on the source of the prices. Needham Advisory obtains its prices from pricing services used by Envestnet/Tamarac. For tax and other purposes, the custodian’s statement is the official record of the client’s account. Needham Advisory primarily collects management fees through the direct debit of fees from the clients’ accounts. The client gives us this authority when the account is opened. We calculate the fee based on the provisions of the Investment Counsel Contract. The invoice is sent to the custodian for payment from the account. A copy of the invoice is simultaneously sent to the client. Each invoice has a disclaimer reminding clients that the custodian does not verify the accuracy of the fee and that the client should verify the accuracy of the calculation. 17  When the custodian gets the invoice it enters a management fee expense transaction that is shown on the custodian’s statement to the client. For accounts where the client has not given us the authority to directly debit their account for management fees, we send the bill to them and they pay the fee directly. Item 16: Investment Discretion Discretionary Accounts: For Discretionary Accounts, Needham Advisory has the authority to determine without obtaining specific client consent: • Securities to be bought or sold • Amount of the securities to be bought or sold This authorization is granted in the advisory agreement, which clients must execute at the outset of an advisory relationship. Clients are allowed to place any limitations they want on our discretionary activity in their accounts. For those who do not want to grant general discretion we offer non-discretionary management services that require pre-approval by the client. In certain circumstances, the Firm serves as trustee or co-trustee for client accounts. When acting in this capacity, the Firm may have discretionary authority to open brokerage or custodial accounts on behalf of the trust, which could include selecting the broker-dealer or custodian and agreeing to applicable commission rates or transaction terms. This type of discretion is rarely exercised, however when it is, the Firm acts in a fiduciary capacity and seeks to ensure that the selection is made in the best interests of the client and consistent with the terms of the governing trust documents. Non-Discretionary Accounts: For Non-Discretionary Accounts, Needham Advisory does not have the authority described above. Needham Advisory must first have client consent for each item outlined above. Discretionary or Non-Discretionary authority is granted to us under a Limited Power of Attorney agreement authorized by the client. Item 17: Voting Client Securities (i.e., Proxy Voting) Proxy voting is an important right of shareholders and reasonable care and diligence must be 18  undertaken to ensure that such rights are properly and timely exercised. Needham Advisory votes proxies for securities consistent with the best economic interest of the clients that have given us this authority. Our policy includes: • the responsibility to monitor corporate actions • receive and vote client proxies • disclosing any potential conflicts of interest • making information available to clients who have not given us the authority to vote proxies for their account • maintaining complete, written records of our proxy voting activities A copy of our Proxy Policy has been incorporated into our Investment Management Services Agreement. A copy of the Proxy Policy is available upon written request to George Kimball, Chief Compliance Officer. Clients with special interests are allowed to vote their own proxies. Where we are authorized to vote the proxy the clients can request the results of our voting on a specific proxy via a written request. Item 18: Financial Information Needham Advisory does not charge or solicit pre-payment of $1,200 in fees per client six or more months in advance, rather we charge fees monthly, in advance as described in Item 5. Needham Advisory does not have any financial condition that is reasonably likely to impair its ability to meet contractual commitments. Needham Advisory has not been the subject of a bankruptcy petition at any time during the past ten years. 19