North Point Portfolio Managers Corporation

Part 2A of Form ADV: Firm Brochure North Point Portfolio Managers Corporation 100 Park Avenue Suite 200 Orange Village, OH 44122 Telephone: 440.720.1100 Email: diane@northp.net Web Address: nppmcorp.com 03/10/2026 This brochure provides information about the qualifications and business practices of North Point Portfolio Managers Corporation. If you have any questions about the contents of this brochure, please contact us at 440.720.1100 or diane@northp.net. 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 North Point Portfolio Managers Corporation also is available on the SEC's website at www.adviserinfo.sec.gov. You can search this site by a unique identifying number, known as a CRD number. Our firm's CRD number is 111257. 1  Item 2 Material Changes The material changes in this brochure from the last annual amendment, March 10, 2025, of North Point Portfolio Managers are described here: North Point added the following individuals to Form ADV Part 2B: Lindsey M. Cutright, Senior Vice President Jeffrey L. Hertel, Senior Vice President J. Patrick Kelly, Vice President 2  Item 3 Table of Contents 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 .................................. 8 Item 7 Types of Clients ................................................................................................. 8 Item 8 Methods of Analysis, Investment Strategies and Risk of Loss ............................. 8 Item 9 Disciplinary Information ..................................................................................... 10 Item 10 Other Financial Industry Activities and Affiliations ........................................... 10 Item 11 Code of Ethics, Client Transactions and Personal Trading ............................. 10 Item 12 Brokerage Practices ........................................................................................ 11 Item 13 Review of Accounts ......................................................................................... 13 Item 14 Client Referrals and Other Compensation ...................................................... 14 Item 15 Custody ........................................................................................................... 14 Item 16 Investment Discretion ...................................................................................... 15 Item 17 Voting Client Securities ................................................................................... 15 Item 18 Financial Information ....................................................................................... 16 3  Item 4 Advisory Business North Point Portfolio Managers Corporation is a United States Securities and Exchange Commission-Registered Investment Adviser (RIA) with its principal place of business located in Ohio at the address noted on the opening page. As an RIA, North Point is a fiduciary, meaning we are legally obligated to always act in our clients’ best interests. We must place client objectives ahead of our own, disclose conflicts of interest, and manage portfolios with loyalty and care. North Point Portfolio Managers Corporation began conducting business in 1999. All accounts are separately managed. The firm's principal shareholders (i.e., those individuals and/or entities controlling 25% or more of this company) are: • Diane M. Stack, President, Secretary and Chief Compliance Officer • Daniel J. Dreiling, EVP and Treasurer • David M. Mrosko, EVP Three additional team members are Lindsey M. Cutright and Jeffrey L. Hertel, both Senior Vice Presidents, and J. Patrick Kelly, Vice President. PORTFOLIO MANAGEMENT We provide continuous portfolio management as a long only equity and fixed income manager. Through confidential personal discussions with clients and prospective clients in which goals and objectives are established, we determine the suitable asset allocation. We manage 100% stock accounts, 100% bond accounts, and any combination of the two asset classes. We hold cash and/or money market balances for clients to facilitate their anticipated withdrawals and to accumulate cash for reinvestment. During our data-gathering process, we determine a client's individual objectives, time horizons, risk tolerances and liquidity needs. As appropriate, we also review and discuss a client's prior investment history and their current investments with other providers, as well as family composition and background. We generally select and manage the same stock positions in all client portfolios. These positions are not weighted evenly within the stock portion of a portfolio. We maintain an internal model of the weighting among the names and hew to this model, especially in non-taxable accounts. Because stocks involve a higher amount of risk than bonds and cash or money market funds, we focus the individualization of portfolios on the stock allocation percentage. Clients with lower risk tolerances own a lower percentage of their account in stocks. The tax status of fixed income investments and capital gains are taken into consideration when appropriate. The individual stocks may be augmented with index funds. We manage accounts on a discretionary basis although a few of our accounts are nondiscretionary. For 4 4  example, clients may ask us to monitor a modest account for a family member, an account with low basis stock that is not expected to be traded or a personal account in which they choose the investments. Although not customary, we will allow clients to impose reasonable restrictions on investing in certain securities, types of securities, or industry sectors. Clients are urged to bring these concerns to our attention so that we may determine if we can fulfill our objectives under these restrictions. We are an independent investment manager. We purchase individual stocks and bonds and are not limited to any specific product or service offered by a broker- dealer or insurance company. We purchase the following types of securities: • Exchange-listed, over-the-counter stocks • Exchange-traded ETFs and mutual funds • Corporate bonds, investment and non-investment grade • Municipal Bonds • U.S. government securities In addition, we may offer advice on: • Foreign securities • Private Real Estate Investment Trusts • Commodities • Commercial Paper • Certificates of Deposit • Warrants • Options contracts of securities • Futures contracts on intangibles • Interests in limited partnerships The discretionary assets which we actively manage are traded publicly and are considered liquid. AMOUNT OF MANAGED ASSETS As of 12/31/2025, we were actively managing $768,828,514 of clients' assets on a discretionary basis and $4,494,937 of clients' assets on a non-discretionary basis. 5  Item 5 Fees and Compensation Our fee is based on the value of each client's portfolio. We earn no other fees, commissions or kickbacks. Advisory fees and other expenses reduce the investment return for our clients. The annualized fee is a percentage of the assets under management and is pro-rated and billed quarterly at the beginning of the billing quarter based on the market value of the assets on the last day of the previous quarter. Clients may terminate service at any time by notifying us. They will receive a pro- rated refund for the remaining portion of the fee after termination. PORTFOLIO MANAGEMENT FEES Fee schedule for individually managed stock or balanced (stock and bond) portfolios: Assets Under Management Annual Fee First $1 million* 0.9% Next $4 million 0.6% Next $20 million 0.5% Amount over $25 million 0.4% *Applied at 1.0% of the first $500,000 and 0.8% of the next $500,000 of investments. Fee schedule for endowment funds or charitable organizations and trusts for managed balanced portfolios: First $1 million* 0.72% Next $4 million 0.48% Amount over $5 million 0.4% *Applied at 0.8% of the first $500,000 and 0.64% of the next $500,000 of investments. Fee schedule for accounts whose target stock allocation is 30% or less: Assets Under Management Annual Fee on Stock Annual Fee on Balance First $1 million Next $1 million Next $3 million Amount over $5 million 0.9% 0.6% 0.5% 0.4% 0.6% 0.5% 0.4% 0.3% 6  The fee schedule for relationships over $40 million and sizeable all-equity institutional relationships are negotiable. From time to time, North Point may invest client assets in exchange-traded funds (ETFs) or mutual funds. North Point charges investment advisory fees on assets invested in such securities. This results in a client paying an advisory fee to both North Point and to the funds for fund advisory costs. Such fees are disclosed in the fund prospectus. GENERAL FEE INFORMATION Additional Fees and Expenses: In addition to our fees, clients are also responsible for the fees and expenses charged by custodians (if any) and imposed by broker-dealers (if any). Please refer to the "Brokerage Practices" section (Item 12) of this Form ADV for additional information. We do not bill non-discretionary accounts. Neither do we bill for time spent with current clients or prospective clients discussing matters not directly related to our management of invested assets, including, but not limited to, current employer- sponsored retirement plans, investment projections, exercise of stock options, annuity and life insurance contracts, limited partnerships, mortgages and other debt liabilities, and state-sponsored college savings plans. Payment of fees from managed portfolios: Fees may be paid from a designated portfolio under management. The client must consent in advance to direct debiting of their investment account. In all cases, clients receive a copy of the invoice, including the calculation, each quarter. Discounts: We may offer discounts, including no fee for service, to our employees and their family members. ERISA Accounts: North Point Portfolio Managers Corporation is deemed to be a fiduciary to employer-sponsored plans pursuant to the Employee Retirement Income and Securities Act ("ERISA"), and regulations under the Internal Revenue Code of 1986 (the "Code"), respectively. As such, we are subject to specific duties and obligations under ERISA and the Internal Revenue Code. Referral Program: We have no current referral or fee sharing arrangements with third parties. Advisory Fees in General: Clients should note that similar investment management services may (or may not) be available from other registered (or unregistered) investment advisers for similar or lower fees. Limited Prepayment of Fees: Under no circumstances do we require or solicit payment of fees that represent a period more than three months in advance of services rendered. 7  Item 6 Performance-Based Fees and Side-By-Side Management North Point Portfolio Managers Corporation does not charge performance- based fees. Item 7 Types of Clients North Point Portfolio Managers Corporation provides portfolio management services to the following types of clients: • Individuals (other than high net worth individuals) • High net worth individuals • Pension and profit sharing plans • Non-profit organizations and endowments • Corporations Item 8 Methods of Analysis, Investment Strategies and Risk of Loss METHODS OF ANALYSIS We use the following methods of analysis in formulating our investment decisions and/or managing client assets: Quantitative Analysis. We screen all stock and corporate bond names through UBS HOLT Lens® software, a valuation model based on Cash Flow Return on Investment (CFROI), to gain a perspective on a company's internal operations, GAAP financial statements, and the stock market's valuation of expected economic performance. The CFROI framework corrects for material accounting distortions, calculates economic (cash) performance, and provides a unique advantage in decision making on historical, current and prospective corporate performance and valuation issues. A risk in using quantitative analysis is that the models used may be based on assumptions and algorithms that prove to be incorrect or that data is outdated. Using the CFROI framework has not prevented our clients from large stock losses from time to time. It does not forecast broad economic growth rates nor predict inflation, interest rates or tax rates. 8  Fundamental Analysis. We supplement the quantitative research with fundamental analysis using information from company publications, SEC publications, conference calls, research prepared by others, financial newspapers and magazines, industry sources and corporate ratings agencies. We analyze the specific business of our holdings and the competitive environment in which they operate to gain an understanding of what their future sales, earnings and cashflow may be. We evaluate the state of the economy and factors such as interest rates, inflation, Federal Reserve policy, tax rates, savings rates, earnings and employment. Fundamental analysis does not attempt to anticipate market movements. This presents a risk, as the price of a security can move up or down along with the overall market regardless of the economic and financial factors considered in evaluating the investment. Asset Allocation. In addition to selecting stocks and bonds for our clients, we identify an appropriate ratio of these investments suitable for a client's goals, time horizon and risk tolerance. These allocations may change over time, reflecting a shift in interest rates and the expected return from fixed income investments, a change in our overall economic outlook or a change in a client’s risk tolerance. A risk of asset allocation is that a client may not participate in sharp increases in a particular asset class or that sudden deteriorating economic conditions can result in stock and corporate bond losses. Risks for all forms of analysis. Our securities analysis methods rely on the assumption that the companies whose securities we purchase and sell, the rating agencies that review these securities, and other publicly available sources of information, 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. Our analysis may also be flawed by our own lack of knowledge and biases. INVESTMENT STRATEGIES We generally purchase securities we expect to hold more than one year. Exceptions would be stock purchases that exceed our target price sooner than expected or whose business deteriorates unexpectedly, and short term bonds we may purchase when constructing a laddered bond portfolio. Our investment strategy involves characteristically low turnover but all holdings are liquid and trade on public markets. We are often the sole investment manager for our clients. Therefore, our portfolios are constructed to provide diversification among various economic sectors of the stock and bond markets. With fewer than 40 9  stock positions in the portfolio, we will not match the performance of managers and funds which own many holdings intending to reflect the total market or a specific index. Our goal is to select stocks that can outperform the overall market over time due to their undervalued price at purchase and/or their superior business strategy which we believe is underappreciated by the current stock price. Exposure to any one corporate issuer does not exceed 5% of the value of the relationship with each client. Risk of Loss. Securities investments are not guaranteed, and you may lose money on your investments. We ask that you work with us to help us understand your tolerance for risk and your cash needs from your investments. Item 9 Disciplinary Information We are required to disclose any legal or disciplinary events that are material to a client's or prospective client's evaluation of our advisory business or the integrity of our management. Our firm and our management personnel have no reportable disciplinary events to disclose. Item 10 Other Financial Industry Activities and Affiliations Our firm and our employees are not engaged in other investment-related activities and have no other industry affiliations. Item 11 Code of Ethics, Client Transactions and Personal Trading We have adopted a Code of Ethics which sets forth high ethical standards of business conduct that we require of our employees, including compliance with applicable federal securities laws. Employees are required to sign a copy of the Code upon employment and annually thereafter. North Point Portfolio Managers Corporation and our personnel owe a duty of loyalty, fairness and good faith towards our clients, and we have an obligation to adhere not only to the specific provisions of the Code of Ethics but to the general principles that guide the Code. 10  Our Code of Ethics outlines our fiduciary obligations to our clients with specific attention to: • Standards of Business Conduct • Prohibition Against Insider Trading • Personal Securities Transactions • Gifts and Entertainment • Protecting Confidentiality of Client Information • Compliance Records • Records • Reporting Violations and Sanctions A copy of our Code of Ethics is available to our clients and prospective clients. You may request a copy by email sent to diane@northp.net, or by calling us at 440.720.1100. We have policies and procedures related to conduct in managing our business. This includes personal securities transactions stating that any employee of the firm or related persons may not purchase or sell a security until after the security is either purchased or sold for all clients. However, if an employee or related person purchases a security after all client orders are filled and, subsequently, a new client is engaged or additional funds are added to an existing client's account, it is permissible to buy such a security for that new client or with the new deposits. In all cases, clients have priority over employees if a security is sold. We may aggregate our employee trades with client transactions when we are purchasing bonds or trimming from or adding to existing stock positions. In these instances, participating clients will receive an average share price with the commission cost (if any) for each client. In instances where there is a partial fill of a particular batched order, we generally allocate purchases pro-rata, with each account paying the average price. We may randomly choose complete fills for some accounts if the order is either almost completely filled or if very few shares are transacted. Employee trades are never included in pro-rata fills. Item 12 Brokerage Practices North Point is not a broker-dealer and does not physically custody client assets (see Item 15. Custody, below). When we have discretion, we recommend that our clients use Charles Schwab & Co., Inc. (“Schwab”), a registered broker-dealer, member SIPC, as the qualified custodian. Some legacy accounts are custodied with U.S. Bank Institutional Trust and Custody. 11  We are independently owned and operated and are not affiliated with Schwab. Schwab will hold client assets in a brokerage account and buy and sell securities when we instruct them to. While we request that clients use Schwab as custodian/broker, clients decide whether to do so and open an account(s) by entering into an account agreement directly with them. We will assist clients in opening accounts by preparing all paperwork necessary for their approval and signature. We select custodians based on their reputation, financial strength, security and stability. They must provide excellent custodial services, including a concise monthly statement, online viewing access for clients and tax reporting capabilities. They must execute, clear and settle trades capably and at a low or no cost. Additionally, custodians must facilitate transfers and payments to and from accounts. Schwab does not charge our clients a custody service fee or equity trading commissions. We acknowledge that our custodians earn interest on our clients’ cash balances and from fees on higher yielding money market mutual funds. In instances where we choose to execute a trade with a different broker- dealer but where the securities bought or funds from the securities sold are deposited into the client’s Schwab account, Schwab charges a flat dollar amount as a “prime broker” or “trade away” fee. Although we are not required to execute all trades through Schwab for clients custodied there, we have determined that having Schwab execute all equity trades and certain bond trades is consistent with our duty to seek best execution of client trades. When we can find better bond pricing or offerings from other brokers, we will utilize them. We can access a broad range of services from Schwab that do not directly benefit clients, such as duplicate trade confirmations and accounting statements, aggregated trade orders for multiple client accounts, and the facilitation of fee payments from client accounts. Schwab also offers educational webcasts, conferences and general publications on investment practice management. We receive investment research from brokers with whom we direct trades and these clients in effect subsidize clients who have their custodial accounts with a commission-free broker. Schwab also provides research and access to information that benefits all clients. As part of our fiduciary duty to clients, we always endeavor to put the interests of clients first. Clients should be aware, however, that the receipt of these benefits in and of itself creates a conflict of interest and may influence our choice of custodian for services. Our selection of 12  custodian is primarily supported by the scope, quality and price of services and not how these services benefit only North Point. North Point Portfolio Managers Corporation will block, or aggregate, trades where possible and when advantageous to clients. Block trading may allow us to execute equity trades in a timelier, more equitable manner, at an average share price. We will typically aggregate trades among clients whose accounts are traded at a given custodian and rotate or vary the order of custodians through which it places trades for clients on any particular day. Prior to entry of an aggregated stock order, a written order ticket is completed which identifies each client account participating in the order and the proposed allocation of the order, upon completion, to those clients. If the order cannot be executed in full at the same price or time, the securities purchased or sold by the close of each business day must be allocated pro rata among the participating client accounts in accordance with the initial order ticket or other written statement of allocation. However, adjustments to this pro rata allocation may be made to participating client accounts in accordance with the initial order ticket or other written statement of allocation. Furthermore, adjustments to this pro rata allocation may be made to avoid having odd amounts of shares held in any client account, especially those accounts purchasing small share quantities. Item 13 Review of Accounts Our accounts are reviewed on a continuous basis. We monitor and maintain investment recommendations on all securities held by our clients and a watch list of potential investments. Any change in investment strategy or security specific recommendations results in a review of all accounts and the implementation of buy/sell decisions where appropriate. While our stock and bond strategies are generally implemented across all accounts, portfolios are individually asset-allocated to serve each client's specific needs. Furthermore, the size of an account or its tax status may affect these decisions. Stock, bond and cash ratios are reviewed regularly and adjusted when appropriate. Any change in a client's financial or personal situation that affects investment objectives or cash flow needs will trigger a review, as will deposits to and withdrawals from their accounts. Quarterly reports are prepared and given to clients, either in person or by mail, including electronically. The quarterly reviews are conducted by one of the portfolio managers. These portfolio managers are responsible for 13  sale and purchase decisions. Stock portfolios are managed to closely match our firm model portfolio. No portfolio manager has more than 125 client relationships. Administrative staff conduct monthly internal reviews which compare trade orders and holdings with our internal software and the monthly client custodial statement, either through paper or on-line access. The quarterly reports are generated through SS&C's Axys portfolio management software. We include a performance history report and portfolio appraisal along with a copy of the current invoice. Additional reports may be included upon request. During 2026, North Point is undertaking training to adopt a new portfolio management system, Envestnet’s Tamarac. The firm expects to replace Axys with this system before the end of the year. Each year end we review our taxable clients' Form 1099s generated by their custodian. We check for errors, provide missing information or request the custodian to prepare a corrected version. We provide a detailed listing of charitable donations during the year. For qualified retirement plans, we provide a summary of transactions to assist the trustee/accountant/administrator. Item 14 Client Referrals and Other Compensation Our policy is to not engage solicitors or to pay related or non-related persons for referring potential clients to our firm. It is North Point Portfolio Managers Corporation's policy not to accept or allow our employees to accept any form of compensation from a nonclient in conjunction with the investment management services we provide for our clients. Item 15 Custody We do not physically custody our clients’ assets and we have implemented the safeguards necessary to comply with the SEC Custody Rule. In prior years we were deemed to be a custodian for a small number of clients due to specific Standing Letters of Authorizations (SLOAs). SLOAs to third parties occur when a client has signed an authorization letter or custodian form allowing such withdrawals. Because we ensure the client-signed authorizations are specific and we disclose at least annually all of the transactions under the SLOA, we no longer declare custody of any client accounts and no longer 14  undergo an annual surprise examination by an independent public accountant. We maintain standing letters of authorization (SLOAs) with most clients which allow us to direct their custodian to send cash to their like-titled banking accounts, and, if a retirement account, to withhold federal and state income taxes which are sent directly to those authorities by the custodian. In these instances, the sending custodian has received paperwork signed by the client which includes the transfer instructions outlining the account names, account numbers and ABA numbers, or mailing address, where applicable. These arrangements do not deem us to have custody of these accounts. Most of our clients pay their quarterly investment management fees from their custody account. We obtain written client authorization to notify the custodian of the fee amount and have the amount paid to us from the client account. In all instances, we present a copy of the invoice to the client in person or with their mailed quarterly reports. Our clients receive monthly statements directly from their custodian, as well as a year end tax statement where applicable. Clients are encouraged to review these monthly statements and to compare them with the statements generated by and received from North Point. In an annual disclosure to clients, we especially remind clients who receive their statements electronically to review their custodial statements. Item 16 Investment Discretion Clients hire us to provide discretionary portfolio management services and sign a management agreement granting us this discretionary authority prior to inception of the relationship. On occasion, clients may place limitations on this authority (i.e. retaining legacy stocks, social considerations, rating limits on bonds) or they may direct us to purchase specific securities. Item 17 Voting Client Securities We vote proxies for all client accounts but a client may choose to receive and vote their own proxies by notifying us of this preference. We vote proxies in accordance with our established policies and procedures. Our firm will retain all proxy voting books and records for five years, including a copy of each proxy statement received, a record of each vote cast, a copy of any document created by us that was material 15  to making a decision, and a copy of each written client request or information. If our firm has a conflict of interest in voting a particular action, we will notify the client of the conflict and retain an independent third-party to cast a vote. To date, we have never been in this position. Clients can instruct us to vote proxies according to particular criteria. These requests must be made in writing and we request that clients do so two weeks before the voting deadline. Clients may obtain a copy of our complete proxy voting policies and procedures by contacting Diane M. Stack by telephone or in writing. Clients may request information on how proxies for his/her shares were voted. If any client requests a copy of our complete proxy policies and procedures or how we voted proxies for his/her account(s), we will provide such information to the client. With respect to ERISA accounts, we will vote proxies unless the plan documents specifically reserve the plan sponsor's right to do so. To direct us to vote a proxy in a particular manner, clients should contact Diane M. Stack by telephone or in writing. Item 18 Financial Information Under no circumstances do we require or solicit payment of fees more than six months in advance of services rendered. Therefore, we are not required to include a financial statement. As an advisory firm that maintains discretionary authority for client accounts, we are also required to disclose any financial condition that is reasonably likely to impair our ability to meet our contractual obligations. North Point Portfolio Managers Corporation has no additional financial circumstances to report. North Point Portfolio Managers Corporation has not been the subject of a bankruptcy petition at any time during the past ten years or since its inception. 16