NYMBUS CAPITAL INC.

Item 1 – Cover Page Form ADV, Part 2A (the “Brochure”) Nymbus Capital Inc. Head office address: Telephone (toll free): Telephone Email address: Website 1900-1002 Sherbrooke Ouest Montreal, Québec, Canada, H3A 3L6 1-866-985-1138 (514) 985-1138 info@nymbus.ca www.nymbus.ca Date January 5, 2026 This brochure provides information about the qualifications and business practices of Nymbus Capital Inc. If you have any question about the contents of this brochure, please contact us at 514-985-1138 or info@nymbus.ca. 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 Nymbus Capital Inc. is also 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. Nymbus Capital’s number is 298214. 1  Item 2 – Material Changes During the reporting period, Nymbus Capital Inc. completed the acquisition of Sodagep, expanding its institutional client base, particularly among religious communities. In July 2025, the firm finalized the sale of its Private Wealth business, resulting in a reduced number of private wealth clients. These changes reflect Nymbus Capital’s strategic focus on institutional asset management and the continued evolution of its client base 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 .............................................................................................................. 5 Item 6 – Performance-Based Fees and Side-by-Side Management ....................................................... 6 Item 7 – Types of Clients ............................................................................................................................. 6 Item 8 – Methods of Analysis Investment Strategies and Risk of Loss ................................................... 6 Item 9 – Disciplinary Information ............................................................................................................... 8 Item 10 – Other Financial Industry Activities and Affiliations .................................................................. 8 Item 11 – Code of Ethics, Participation or Interest in Client Transactions and Personal Trading ........ 8 Item 12 – Brokerage Practices .................................................................................................................... 8 Item 13 – Review of Accounts .................................................................................................................... 9 Item 14 – Client Referrals and Other Compensation ............................................................................. 10 Item 15 – Custody ...................................................................................................................................... 10 Item 16 – Investment Discretion .............................................................................................................. 10 Item 17 – Voting Client Securities ............................................................................................................ 10 Item 18 – Financial Information ............................................................................................................... 10 Item 19 – Requirements for State-Registered Advisers ......................................................................... 10 3  Item 4 – Advisory Business A. Description of your advisory firm, including how long you have been in business and its principal owners. Nymbus Capital is a Montreal-based systematic and quantitative investment firm specializing in fixed income and managed futures “portable alpha” solutions. Founded in 2013 by Marc Rivet (CEO) and Gabriel Cefaloni (CIO), the firm provides tailored multi-asset strategies to institutional investors, financial intermediaries, and private wealth clients across North America and Europe. Nymbus is one of the few fully systematic fixed income managers in North America. The firm applies a scientific approach to investing, leveraging technology, data, and advanced research to construct robust portfolios. Over the past decade, Nymbus has grown rapidly, now managing more than CAD $1.5 billion in gross assets and earning recognition as one of Canada’s highest-performing and fastest-growing managers over the last six years. Strategic acquisitions have strengthened its capabilities, including Perseus Capital, which enhanced its systematic portable alpha solutions; Landry Investment Management, which brought a strong base of high-net-worth clients; and Sodagep, which expanded Nymbus’ reach among institutional clients, particularly religious communities. The firm benefits from the leadership of Jean Turmel, Chairman of the Board and investor. Mr. Turmel previously served as Chairman of the Board of the Ontario Teachers’ Pension Plan, one of Canada’s major “Maple 8” pension funds, and as President of National Bank Financial, while holding board positions with several publicly traded companies. Today, Nymbus employs an experienced team of portfolio managers, scientists, researchers, and engineers dedicated to serving a diverse client base, including retirement funds, educational endowments, government institutions, religious organizations, and wealthy families.. B. Description of the types of advisory services you offer Nymbus Capital Inc. is an asset-management firm employing a quantitative approach that combines systematic and discretionary methods. The firm’s security-selection process blends advanced technology, data science, and the expertise of its portfolio managers. Nymbus provides tailored portfolio solutions spanning a diverse range of traditional and alternative asset classes, with a focus on systematic strategies and innovation. The firm applies disciplined, rules-based investment processes supported by quantitative models and advanced analytics, designed to reduce behavioral biases and ensure consistency in portfolio management. Nymbus manages assets predominantly for institutional clients, including pension funds, foundations, religious institutions, consultants, and other financial intermediaries. The firm also provides sub-advisory services for institutional asset and wealth managers and offers systematic fixed income and credit strategies through pooled funds and separately managed accounts (SMAs). individuals), and financial Nymbus serves retail clients (through financial advisors), institutional clients (family offices and intermediaries (investment fund managers), ultra-high-net-worth delivering customized and research-driven investment approaches. Its strategies include fixed- 4  income, multi-strategy, and equity mandates tailored to the growth and capital-resilience objectives of its clients. With 99% of its client base located in Canada, Nymbus has developed investment solutions tailored to the specific requirements of Canadian institutional investors. Its approach is based on a systematic process and a scientific methodology that integrates technology, data science, and finance to support disciplined portfolio construction and robust risk management. Sound governance practices and a consistent track record in both sub-advisory arrangements and bespoke portfolio management position Nymbus as a reliable service provider for Canadian institutional investors. Nymbus has been a signatory to the Principles for Responsible Investment since 2018 and to the Tobacco-Free Finance Pledge since 2024, reflecting its commitment to responsible investing and the integration of ESG factors into its management processes when relevant to the Fund’s strategy . C. Explanation of how you tailor your advisory services to the individual needs of clients We use a systematic investment process which can be tailored to specific institutional client demands, requests and constraints. D. Participation in wrap fee programs Nymbus Capital Inc. does not currently participate in a wrap fee program. E. Client assets managed on a discretionary basis As of December 31, 2025, Nymbus Capital Inc.’s discretionary AUM was approximatively US $ 750 million. Nymbus Capital Inc. does not manage client assets on a non-discretionary basis. Item 5 – Fees and Compensation A. Compensation for your advisory services Available on request. B. Payment of fees Clients may select whether the fees are invoiced to them or deducted from the client’s account. C. Other types of fees or expense In addition to the management fees specified in paragraph A above, clients incur custodial fees. Clients with accounts managed on a separated basis must undertake their own arrangements for hiring a custodian. Clients may incur brokerage and other transaction costs related to the purchase or sale of securities. Please refer to Item 12 for further details on the costs involved. D. Payment, refunds and expenses Institutional clients are not requested to pay fees in advance. Typically, an investment management agreement can be terminated with a 30-day written notice period. Management fees for a partial 5  month are charged on a pro-rata basis, using the market value of the portfolio on the last day of the mandate. E. Compensation of supervised persons Not applicable Item 6 – Performance-Based Fees and Side-by-Side Management Nymbus Capital Inc. may from time to time enter into performance-based fee arrangements with certain clients in accordance with the conditions and requirements of Rule 205-3 under the Advisers Act, where applicable. Such performance fee arrangements will be negotiated with each client and terms may vary. Such arrangements typically provide for a management fee comprised of an asset- based fee plus a performance fee. If the portfolio outperforms the benchmark or hurdle rate, a portion of that outperformance will be paid to Nymbus Capital Inc. as a performance fee. Nymbus Capital Inc. may face a conflict in advising accounts that are charged a base fee and accounts that are charged a performance fee, including having an incentive to favour accounts charged a performance fee when allocating investment opportunities. To mitigate this conflict, Nymbus Capital Inc. has adopted a fair allocation policy. Item 7 – Types of Clients Nymbus Capital Inc. manages assets on a discretionary basis for a broad range of institutional clients, including pension funds, foundations, endowments, religious institutions, consultants, multi-family offices, and corporations. The firm also serves family offices, ultra-high-net-worth individuals, and financial intermediaries such as investment fund managers. Nymbus provides tailored portfolio solutions and sub-advisory services, with a client base that is predominantly Canadian. Item 8 – Methods of Analysis Investment Strategies and Risk of Loss A. Description of Methods of Analysis and Investment Strategies Nymbus Capital Inc. employs a systematic, quantitative investment approach that integrates both top-down macroeconomic analysis and bottom-up fundamental research. The firm’s security- selection process combines advanced technology, data science, and portfolio management expertise to construct diversified portfolios across traditional and alternative asset classes. For its fixed income strategies, Nymbus utilizes a dual-algorithm methodology: • Sector Allocation Algorithm (Top-Down): This approach evaluates macroeconomic factors such as interest rates, inflation, credit spreads, and default probabilities to inform sector allocation and capital distribution across maturities and credit ratings. • Security Selection Algorithm (Bottom-Up): This process analyzes thousands of bonds daily to identify undervalued securities based on risk-adjusted yield to maturity and other relevant factors. 6  In addition to the core bond portfolio, Nymbus implements a protective portable alpha overlay using exchange-traded futures contracts. This overlay is designed to hedge key risks—including interest rate, inflation, and credit spread exposures—while generating a decorrelated return stream that enhances overall portfolio resilience, particularly during periods of market volatility. The overlay is rebalanced regularly to minimize risk and maintain disciplined portfolio construction. Nymbus also integrates ESG (Environmental, Social, and Governance) factors into its investment process for applicable mandates, applying sectoral exclusions and positive screening to select issuers with favorable ESG profiles. B. Description of Risks Involved in Investing Investing in Nymbus strategies involves certain risks, including but not limited to: Credit Risk: Uncertainty regarding an issuer’s ability to meet its debt obligations. Lower-rated or unrated securities may offer higher yields but are generally more volatile and less liquid, with increased risk of default. Currency Risk: Investments in securities denominated in foreign currencies are subject to fluctuations in exchange rates, which can affect portfolio value. Foreign Market Risk: Foreign investments may be impacted by economic, political, or social factors unique to specific regions, as well as differences in accounting, auditing, and reporting standards. General Market Risk: The value of investments may decline due to broad market movements, economic developments, interest rate changes, political events, or catastrophic occurrences. Liquidity Risk: Certain securities may become less liquid during periods of market volatility, making them harder to sell quickly or at a fair price. Short Selling Risk: Short selling involves borrowing securities to sell them, with the expectation of buying them back at a lower price. Risks include potential price appreciation of the securities, difficulties in repurchasing, and counterparty risk. Sovereign Debt Risk: Investments in sovereign debt are subject to the risk that government entities may delay or refuse payment of interest or principal. Cybersecurity Risk: Increased reliance on technology exposes the firm and its portfolios to operational and information security risks, including unauthorized access, data corruption, and service disruptions. Exchange-Traded Fund (ETF) Risk: ETFs may not achieve the same return as their benchmark index due to differences in security weightings and operating expenses. Other Risks: Additional risks may include company-specific risk, smaller companies risk, market disruption risk, operational and technology risk, and risks associated with investing in other mutual funds. 7  Nymbus Capital Inc. maintains a robust risk management framework, including regular review and monitoring of portfolio exposures, sector and regional allocations, and active risk controls at both the strategic and operational levels. The firm’s investment process is designed to balance performance objectives with disciplined risk management, aiming to deliver consistent, risk- adjusted returns across market environments. Item 9 – Disciplinary Information Nymbus Capital Inc. and its management personal have no relevant or material legal and regulatory events to report or to disclose. Item 10 – Other Financial Industry Activities and Affiliations Not applicable. Item 11 – Code of Ethics, Participation or Interest in Client Transactions and Personal Trading A. Nymbus Capital Inc. has adopted a code of ethics, and all employees must conform to the CFA Standards of Practice. The Code specifies that all employees must act with integrity, competence, diligence and respect in an ethical manner in their dealings with clients, prospective clients, their employer, other employees, capital market participants and the public in general. A copy of the code of ethics will be provided on demand to any client or prospective client upon request. B. Nymbus Capital Inc. refrains from recommending, buying or selling any securities in which an officer, manager or other principal might be a related person to avoid any conflict of interest. C. Not applicable. D. Not applicable. Item 12 – Brokerage Practices A. Research and Other Soft Dollar Benefits: Nymbus Capital Inc. has commission sharing agreements (“CSA”) with its brokers to obtain research goods and services in accordance Canadian and US regulations. Nymbus Capital Inc. receives mainly research goods, including access to databases and software used to implement the investment strategy as well as third- party research. When entering CSA’s Nymbus Capital Inc. receives a benefit in exchange of higher commission rates because we don’t have to produce or pay for the research, products or services. CSA create an incentive to select a broker-dealer based on our interest in receiving research or other products and services, rather than our clients’ interest in receiving most favorable execution. CSA may cause clients to pay commissions higher than those charged by other broker- dealers in return for soft dollar benefits. 8  Soft dollar benefits and services are used only for clients that paid for the benefits. However, as the research goods and services are used for the VALMO strategy as a whole, there is no way to allocate the benefits proportionally. All research goods and services obtain be Nymbus Capital Inc. are used in investment decision- making and trade execution and include databases used to run our quantitative models, execution management systems as well as macro economic research used to allocate between the Value and Momentum portions of our strategy. The choice of a broker-dealer is primarily based on its capacity to offer quality execution at a low- price including settlement costs. We mainly chose electronic trading platforms or program trading desk that usually charge smaller commission rate than traditional broker-dealers. Nymbus Capital Inc. typically uses a small number of broker-dealers in order to minimize operational risks and costs. The benefits received by the manager are similar between broker-dealers. B. Brokerage for Client Referrals We don’t not receive client referrals from brokers. Nymbus Capital Inc. does not recommend, request or require its clients to direct it to execute transactions through a specified broker-dealer and has no affiliation with any broker-dealer. C. Directed Brokerage Clients that require Nymbus Capital Inc. to direct brokerage through a specific broker dealer should understand that they may lose the possible advantage which clients not directing brokerage derive from aggregation of orders. Such clients may pay higher brokerage commission, receive less favourable prices and have higher settlement costs. D. Trade Aggregation Nymbus Capital Inc. typically rebalances similar portfolio at the same time and aggregate purchases and sales of securities for various clients’ accounts. Item 13 – Review of Accounts A. Periodical review of client accounts Separately managed accounts and pooled funds are monitored on a daily basis by the Chief Investment Officer and his team and reviewed by the Chief Compliance Officer to ensure the respect of the investment policy and constraints. B. Review of client accounts on other than a periodic basis More frequent reviews may be triggered by material changes in variables such as the client’s individual circumstances, flows in the portfolio and/or the market, political or economic environment. C. Content and frequency of regular reports 9  Nymbus Capital Inc. generally sends the following written reports on a quarterly basis: a. Holdings report; b. Transactions report; c. Performance report; d. Manager’s comments. Other reports can also be sent to the clients on an ad hoc basis depending on their specific needs. Item 14 – Client Referrals and Other Compensation Not applicable. Item 15 – Custody Our custodians are TD Securities, CIBC Mellon and National Bank Independent Network (NBIN) and Interactive Brokers Canada Inc. Item 16 – Investment Discretion All clients of Nymbus Capital Inc. have signed a discretionary investment management agreement. Discretion is exercised within the parameters contained in the client’s investment policy. Investment policies, objectives and restrictions are agreed upon and approved by Nymbus Capital Inc. and the client. Item 17 – Voting Client Securities Nymbus Capital Inc. has discretionary investment management agreements with all its clients, including discretion to vote proxies. Nymbus Capital Inc. has adopted a Proxy Voting policy to ensure that securities are voted in the best interest of the client. This policy is available upon request. Clients may obtain information from Nymbus Capital Inc. regarding how it voted with respect to their securities. Nymbus Capital Inc. may retain the services of a third-party proxy service provider. Clients may decide not to include proxy voting under the discretionary investment management agreement and retain voting authority. In such case, the client will receive their proxies from their custodian or other service provider. Clients may contact Nymbus Capital Inc. with questions about particular solicitations. Item 18 – Financial Information Not applicable. Item 19 – Requirements for State-Registered Advisers Not applicable. 10