PARAGON CAPITAL MANAGEMENT

ITEM 1 - COVER PAGE ADV PART 2A BROCHURE PARAGON CAPITAL MANAGEMENT, LTD. 999 18TH STREET, SUITE 1401 DENVER, CO 80202 O/ 303.293.3680 W/ PARAGONCAPITALCO.COM JULY 23, 2025 This brochure provides information about the qualifications and business practices of Paragon Capital Management, Ltd. (“PCM” or “Firm”). If you have any questions about this brochure's contents, please contact us at 303-293-3680. The information in this brochure has not been approved or verified by the United States Securities and Exchange Commission (“SEC”) or any state securities authority. PCM is a Registered Investment Adviser (“RIA”). Registration as an Investment Adviser with the SEC or any state securities authority does not imply a certain level of skill or training. Additional information about PCM is available on the SEC's website at http://www.adviserinfo.sec.gov/. You can search this site by a unique identifying number called an IARD number. The IARD number for PCM is 105147. PARAGON CAPITAL MANAGEMENT, LTD. JULY 2025 | PAGE 1 OF 30  ITEM 2 - MATERIAL CHANGES SUMMARY OF MATERIAL CHANGES Under federal and state law, fiduciaries must make full disclosure to Clients of all material facts relating to the advisory relationship. This brochure provides clients or prospective clients with information and conflicts of interest about Paragon Capital Management, Ltd. that should be considered before or when obtaining our investment advisory services. We are required to update this item to describe the material changes made to this brochure on an annual basis and deliver to you, within 120 days of the end of the fiscal year, a free updated brochure that includes or is accompanied by a summary of material changes; or a summary of material changes and an offer to provide an updated brochure and how to obtain it. We will also provide interim disclosures regarding material changes, as necessary. Since the last annual amendment filing on March 17, 2025, this brochure has been amended as follows: • The firm does not accept nor pay for referrals. This brochure may be updated periodically for non-material changes to clarify and provide additional information. QUESTIONS & CONCERNS We encourage you to read this document in its entirety. Our Chief Compliance Officer, Larry Orgill, remains available to address any questions or concerns regarding this Part 2A Brochure, including any material change disclosure or information described below. PARAGON CAPITAL MANAGEMENT, LTD. JULY 2025 | PAGE 2 OF 30  ITEM 3 - TABLE OF CONTENTS ITEM 1 - COVER PAGE _______________________________________________________________________ 1 ITEM 2 - MATERIAL CHANGES ________________________________________________________________ 2 SUMMARY OF MATERIAL CHANGES _______________________________________________________ 2 QUESTIONS & CONCERNS ________________________________________________________________ 2 ITEM 3 - TABLE OF CONTENTS _______________________________________________________________ 3 ITEM 4 - ADVISORY BUSINESS ________________________________________________________________ 7 ABOUT OUR FIRM ________________________________________________________________________ 7 ADVISORY SERVICES WE OFFER ___________________________________________________________ 7 LEGACY MANAGEMENT SERVICES __________________________________________________________________ 8 FINANCIAL PLANNING SERVICES ____________________________________________________________________ 8 RETIREMENT PLAN SERVICES _______________________________________________________________________ 8 ROLLOVER RECOMMENDATION DISCLOSURE ________________________________________________________ 9 CLIENT OBJECTIVES & RESTRICTIONS _____________________________________________________ 9 WRAP FEE PROGRAM ___________________________________________________________________ 10 REGULATORY ASSETS UNDER MANAGEMENT _____________________________________________ 10 ITEM 5 - FEES AND COMPENSATION _________________________________________________________ 10 INVESTMENT MANAGEMENT FEE ________________________________________________________ 10 LEGACY MANAGEMENT FEE _______________________________________________________________________ 11 FINANCIAL PLANNING FEE ________________________________________________________________________ 11 ADDITIONAL FEES & EXPENSES __________________________________________________________ 11 ITEM 6 - PERFORMANCE-BASED FEES & SIDE-BY-SIDE MANAGEMENT __________________________ 12 ITEM 7 - TYPES OF CLIENTS _________________________________________________________________ 12 ITEM 8 - METHODS OF ANALYSIS, STRATEGIES, & RISK OF LOSS ________________________________ 13 METHODS OF ANALYSIS _________________________________________________________________ 13 CYCLICAL ________________________________________________________________________________________ 13 MUTUAL FUND OR ETF ____________________________________________________________________________ 13 QUANTITATIVE ___________________________________________________________________________________ 13 RISKS FOR ALL FORMS OF ANALYSIS _______________________________________________________________ 13 INVESTMENT STRATEGIES _______________________________________________________________ 14 LONG-TERM HOLDING ____________________________________________________________________________ 14 STRATEGIC ASSET ALLOCATION ___________________________________________________________________ 14 TACTICAL ASSET ALLOCATION ____________________________________________________________________ 14 USE OF ALTERNATIVE INVESTMENTS _______________________________________________________________ 14 PARAGON CAPITAL MANAGEMENT, LTD. JULY 2025 | PAGE 3 OF 30  DESCRIPTION OF MATERIAL, SIGNIFICANT OR UNUSUAL RISKS _______________________________________ 15 RISK OF LOSS __________________________________________________________________________ 15 ACTIVE MANAGEMENT RISK _______________________________________________________________________ 15 ALLOCATION RISK ________________________________________________________________________________ 15 ALTERNATIVE RISK ________________________________________________________________________________ 15 CAPITALIZATION RISK _____________________________________________________________________________ 16 CONCENTRATION RISK ___________________________________________________________________________ 16 CREDIT RISK ______________________________________________________________________________________ 16 CYBERSECURITY RISK ______________________________________________________________________________ 16 EQUITY RISK ______________________________________________________________________________________ 16 EVENT RISK _______________________________________________________________________________________ 17 GEOGRAPHIC CONCENTRATION RISK ______________________________________________________________ 17 INDUSTRY OR SECTOR RISK ________________________________________________________________________ 17 INTEREST RATE RISK ______________________________________________________________________________ 17 LEGACY HOLDING RISK ___________________________________________________________________________ 17 LIQUIDITY RISK ___________________________________________________________________________________ 17 MANAGEMENT RISK ______________________________________________________________________________ 17 MARKET RISK _____________________________________________________________________________________ 18 MUTUAL FUND OR ETF RISK _______________________________________________________________________ 18 NON-LIQUID ALTERNATIVE INVESTMENT RISK ______________________________________________________ 18 REINVESTMENT RISK ______________________________________________________________________________ 19 SECTOR RISK _____________________________________________________________________________________ 19 ITEM 9 - DISCIPLINARY INFORMATION _______________________________________________________ 19 ITEM 10 - OTHER FINANCIAL INDUSTRY ACTIVITIES & AFFILIATIONS ____________________________ 19 INDUSTRY ACTIVITIES ___________________________________________________________________ 19 ITEM 11 - CODE OF ETHICS, PARTICIPATION & INTEREST IN CLIENT TRANSACTIONS, & PERSONAL TRADING __________________________________________________________________________________ 19 PARTICIPATION OR INTEREST IN CLIENT TRANSACTIONS & PERSONAL TRADING ______________________ 20 ITEM 12 - BROKERAGE PRACTICES ___________________________________________________________ 20 INVESTMENT MANAGEMENT SERVICES ___________________________________________________ 20 CHARLES SCHWAB & CO. INC. ___________________________________________________________ 20 HOW OUR FIRM SELECTS CUSTODIAN-BROKER _____________________________________________________ 21 CLIENT BROKERAGE & CUSTODY COSTS ___________________________________________________________ 21 PRODUCTS AND SERVICES AVAILABLE TO US FROM SCHWAB ________________________________________ 21 SERVICES THAT BENEFIT OUR CLIENTS _____________________________________________________________ 22 PARAGON CAPITAL MANAGEMENT, LTD. JULY 2025 | PAGE 4 OF 30  SERVICES THAT MAY NOT DIRECTLY BENEFIT OUR CLIENTS __________________________________________ 22 SERVICES THAT GENERALLY BENEFIT ONLY US ______________________________________________________ 22 OUR INTEREST IN SCHWAB’S SERVICES _____________________________________________________________ 22 BROKERAGE FOR CLIENT REFERRALS _______________________________________________________________ 23 AGGREGATION & ALLOCATION OF TRANSACTIONS _________________________________________________ 23 TRADE ERRORS ___________________________________________________________________________________ 24 DIRECTED BROKERAGE ___________________________________________________________________________ 24 ITEM 13 - REVIEW OF ACCOUNTS ____________________________________________________________ 25 CLIENT REVIEWS ________________________________________________________________________ 25 ITEM 14 - CLIENT REFERRALS & OTHER COMPENSATION ______________________________________ 25 BROKERAGE PRACTICES ________________________________________________________________ 25 LEAD GENERATION & REFERRALS ________________________________________________________ 26 CLIENT REFERRALS ________________________________________________________________________________ 26 OTHER PROFESSIONALS ___________________________________________________________________________ 26 ITEM 15 - CUSTODY ________________________________________________________________________ 26 FEE DEDUCTION _______________________________________________________________________ 26 STANDING LETTERS OF AUTHORIZATION (“SLOA”) ________________________________________ 27 ITEM 16 - INVESTMENT DISCRETION _________________________________________________________ 27 DISCRETIONARY AUTHORITY ____________________________________________________________ 27 NON-DISCRETIONARY AUTHORITY _______________________________________________________ 28 ITEM 17 - VOTING CLIENT SECURITIES _______________________________________________________ 28 PROXY VOTING _________________________________________________________________________ 28 CLASS ACTION LAWSUITS _______________________________________________________________ 28 ITEM 18 - FINANCIAL INFORMATION _________________________________________________________ 28 FINANCIAL CONDITION ________________________________________________________________ 28 ADDITIONAL INFORMATION ________________________________________________________________ 29 PRIVACY POLICY ________________________________________________________________________ 29 BUSINESS CONTINUITY PLAN ____________________________________________________________ 29 CONTACTING US _______________________________________________________________________ 29 VARYING DISRUPTIONS _________________________________________________________________ 30 PARAGON CAPITAL MANAGEMENT, LTD. JULY 2025 | PAGE 5 OF 30  PARAGON CAPITAL MANAGEMENT, LTD. JULY 2025 | PAGE 6 OF 30  ITEM 4 - ADVISORY BUSINESS ABOUT OUR FIRM Paragon Capital Management, Ltd. is currently registered with the Securities and Exchange Commission ("SEC") as an investment adviser, with its principal place of business located in Colorado. Paragon Capital Management, Ltd. was founded in 1990 and its principal owners are Larry Orgill, Brian Goodstadt, Shaun Williams, Jay Ratterman. Our Firm was registered with the SEC as an investment adviser in 1990. Registration as an Investment Adviser with the United States SEC or any state securities authority does not imply a certain level of skill or training. This brochure is designed to provide detailed and precise information about each item noted in the table of contents. Certain disclosures are repeated in one or more items, and other disclosures are referred throughout to be as comprehensive as possible on the broad subject matters discussed. Within this brochure, specific terms in either are used as follows: • • • • • • “PCM” refers to Paragon Capital Management, Ltd. “Firm,” “we,” “us,” and “our” refer to Paragon Capital Management, Ltd. “Advisor,” “Investment Advisor Representative,” and “IAR” refers to our professional representatives who provide investment recommendations or advice on behalf of Paragon Capital Management, Ltd. “You,” “yours,” and “Client” refers to Clients of Paragon Capital Management, Ltd. and its advisors. “Code” refers to our Firm’s Code of Ethics. “CCO” refers to our Chief Compliance Officer. ADVISORY SERVICES WE OFFER Our Firm offers a variety of advisory services, which include discretionary and non-discretionary investment management, financial planning, and retirement services. Before rendering any preceding advisory services, Clients must enter into one or more written Investment Advisory Agreements (“Agreements”), setting forth the relevant terms and conditions of the advisory relationship. We will provide general tax guidance, but do not provide tax or legal advice. Clients should consult with an expert on tax or legal issues. Our Firm manages portfolios for individuals, high-net-worth individuals and families, trusts, retirement plans, corporations, and charitable foundations, and pension plans. We provide investment management and advisory services to multi-generational families using separately managed accounts under a custodial relationship with an independent brokerage firm. With our discretionary relationship, we will change the portfolio as appropriate to help meet your financial objectives. We trade Client portfolios based on our Firm’s market views and the Client’s financial goals. With our non-discretionary relationship, we will provide recommendations to help meet your financial objectives, but we must obtain your approval before making any transactions in your account. We primarily invest in equities, over-the-counter equities, American Depositary Receipts, corporate debt securities, mutual funds and exchange-traded funds. A portion of the account may be held in cash, cash equivalents, or money market funds as part of the overall investment strategy. Cash balances may have a higher concentration and represent a sizable portion of your overall portfolio, depending on the current investment outlook or strategy. PARAGON CAPITAL MANAGEMENT, LTD. JULY 2025 | PAGE 7 OF 30  Clients may impose reasonable restrictions on investing in certain securities by notifying Us through written notification. Where deemed appropriate, we may recommend that our Clients invest in alternative assets, including hedge funds, private equity funds, real estate funds, and other alternative funds. Although the Investment Advisory Agreement with our Clients gives us broad investment authority, we do not anticipate investing in other security types. However, from time to time, we will consider incorporating socially responsible investing (Sustainable Investing Strategies (“SIS”) or Environment, Social, and Governance Strategies (“ESG”) for those Clients who wish to align their portfolios with their personal preferences for Impact Investing. This may include investing in both public and private markets. A Client’s investment allocation and our strategy will depend on the Client's responses in review meetings, written questionnaires, stated goals, risk tolerance, objectives, and personal preference for Impact Investing. Clients are advised to promptly notify us if there are changes in their financial situation or if they wish to place any limitations on managing their portfolios. PCM can recommend that certain clients utilize margin in the client’s investment portfolio or other borrowing. PCM only recommend such borrowing for non-investment needs, such as bridge loans and other financing needs. The Firm’s fees are determined based on the value of the assets being managed gross of any margin or borrowing. Our Firm typically requires a minimum account size of $1,000,000 for advisory accounts. However, sometimes, at our sole discretion, we may accept smaller accounts based on various criteria, such as anticipated future assets, related accounts, and other individual Client circumstances. LEGACY MANAGEMENT SERVICES Our Firm may advise a Client about legacy positions or other investments in Client portfolios. Clients can limit or restrict our trading and/ or billing in these positions. FINANCIAL PLANNING SERVICES Our Firm offers financial planning services, which involve preparing a written financial plan covering specific or multiple topics. We provide full written financial plans, which may address one or several topics: Investment Planning, Retirement Planning, Insurance Planning, Tax Planning, Education Planning, Portfolios, and Allocation Review. Unless otherwise agreed to in writing, the Client is solely responsible for determining whether to implement our financial planning recommendations. Our financial planning services do not involve implementing transactions on your behalf nor include active and ongoing monitoring or management of your investments or accounts. The Client must execute a separate written agreement if the Client elects to implement any of our investment recommendations through our Firm or retain our Firm to monitor and manage investments actively. RETIREMENT PLAN SERVICES When providing any non-discretionary investment advisory services, we will solely be making investment recommendations to the Sponsor, and the Sponsor retains full discretionary authority or control over assets of the retirement plan. We agree to perform any non-discretionary investment advisory services to the retirement plan as a fiduciary, as defined in ERISA Section 3(21)(A)(ii). We will act in good faith and with the degree of diligence, care, and skill that a prudent person rendering similar services would exercise under similar circumstances. PARAGON CAPITAL MANAGEMENT, LTD. JULY 2025 | PAGE 8 OF 30  When providing administrative services, we may support the Sponsor with plan governance and committee education; vendor management and service provider selection and review; investment education; or plan participant non-fiduciary education services. We agree to perform any administrative services solely in a capacity that would not be considered a fiduciary under ERISA or any other applicable law. When offering investment models to plan sponsors, under certain circumstances, we will act as a “fiduciary” as defined under Section 3(21) of ERISA and Section 4975I (3) of the Internal Revenue Code of 1986, as amended (the “Code”). ROLLOVER RECOMMENDATION DISCLOSURE Our Firm is considered a fiduciary under the Investment Advisers Act of 1940. When we provide investment advice to you regarding your retirement plan account or individual retirement account, we are also fiduciaries within the meaning of Title I of the Employee Retirement Income Security Act and the Internal Revenue Code, as applicable, which are laws governing retirement accounts. We must act in your best interest and not put our interests ahead of yours. At the same time, how we make money conflicts with Client interests. A Client leaving an employer typically has four options regarding an existing retirement plan (and may engage in a combination of these options): • • • • leave the money in the former employer’s plan, if permitted, roll over the assets to the new employer’s plan, if one is available and rollovers are permitted, rollover to an Individual Retirement Account (“IRA”), or cash out the account value (which depending upon the Client’s age, could result in adverse tax consequences). Our Firm may recommend a Client rollover plan assets to an IRA for which our Firm provides investment advisory services. As a result, our Firm and its advisors may earn an asset-based fee on the rolled assets. In contrast, a recommendation that a Client leave their plan assets with their previous employer or rollover the assets to a plan sponsored by a new employer will result in no compensation to our Firm. Therefore, our Firm has an economic incentive to encourage a Client to roll plan assets into an IRA that our Firm will manage, which presents a conflict of interest. To mitigate the conflict of interest, there are numerous factors that our Firm will consider before recommending a rollover, including but not limited to: the investment options available in the plan versus the investment options available in an IRA, fees and expenses in the plan versus the fees and expenses in an IRA, the services and responsiveness of the plan’s investment professionals versus those of our Firm, required minimum distributions and age considerations, and • • • • protection of assets from creditors and legal judgments, • • employer stock tax consequences, if any. The Chief Compliance Officer remains available to address client questions regarding the supervision and oversight of rollover and transfer assets. CLIENT OBJECTIVES & RESTRICTIONS Our Firm tailors our investment management and advisory services continuously to meet the needs of our Clients. We seek to ensure Client portfolios are managed consistently with those needs and objectives in mind. We meet with Clients on an initial and ongoing basis to assess their specific risk tolerance, time horizon, liquidity PARAGON CAPITAL MANAGEMENT, LTD. JULY 2025 | PAGE 9 OF 30  constraints, and other related factors relevant to managing their portfolios. Clients may impose reasonable restrictions on managing the accounts if the conditions do not impact the performance of a management strategy. WRAP FEE PROGRAM Our Firm does not sponsor or participate in a Wrap Program. REGULATORY ASSETS UNDER MANAGEMENT As of December 31, 2024, our Firm managed approximately $1,249,154,000 in regulatory assets under management, approximately $1,117,726,000 of which was managed on a discretionary basis and $131,428,000 on a non-discretionary basis. ITEM 5 - FEES AND COMPENSATION In addition to the information provided in Item 4 – Advisory Business, this section details our Firm’s services and each service’s fees and compensation arrangement. The Client and PCM’s Investment Advisory Agreement will outline and agree upon the exact costs and other terms related to the Client’s Accounts. INVESTMENT MANAGEMENT FEE Our Firm offers investment management services for an annual fee based on the amount of assets under management. Our maximum annual fee is 0.90% based on a blended fee schedule as shown below, and we have a minimum account size of $1,000,000. We retain the right to waive the minimum account size at our discretion. Our Firm imposes a minimum annual fee of $7,000. Assets Under Management Annual Fee Up to $1,000,000 0.90% $1,000,001 - $5,000,000 0.70% $5,000,001 - $10,000,000 0.50% Over $10,000,000 0.35% Our annual fee is reasonable in relation to (1) the services provided and (2) the fees charged by other investment advisers offering similar services/programs. Our annual fee is prorated and charged quarterly in arrears based on the value of the Client’s assets under management as of the close of business on the last business day of the previous quarter. Cash and cash equivalents, including money market funds, are subject to the agreed-upon advisory fee. Clients should understand that the advisory fees charged on these balances may exceed the returns provided by cash, cash equivalents, or money market funds, especially in low-interest rate environments. Our Firm retains complete discretion to negotiate fees and may waive or impose different fees on any Client. The investment advisory fees will be deducted from your account and paid directly to our Firm by the qualified PARAGON CAPITAL MANAGEMENT, LTD. JULY 2025 | PAGE 10 OF 30  Custodian(s) of your account. The Client will authorize your account's qualified Custodian(s) to deduct fees from the account and pay such fees directly to our Firm. All account assets, transactions, and advisory fees will be shown on the monthly or quarterly statements provided by the Custodian. You should review your account statements received from the qualified Custodian(s) and verify that appropriate investment advisory fees are being deducted. The qualified Custodian(s) will not verify the accuracy of the investment advisory fees deducted. We may aggregate related Client accounts to calculate the advisory fee applicable to the Client. The investment management agreement will outline the fee charged to a Client and any breakpoints based on the level of assets managed. The fees are subject to change with prior written notice to the Client. Our annual investment advisory fee may be higher than that of other investment advisers that offer similar services and programs. In addition to our compensation, you may incur charges imposed at the mutual fund level (e.g., advisory fees and other fund expenses). Accounts initiated or terminated during a calendar quarter will be charged a prorated fee based on the days the Client account was open during that quarter. Any prepaid, unearned fees will be refunded upon termination of any account. LEGACY MANAGEMENT FEE Managed legacy positions are included within our Firm’s standard investment management fee and are outlined in the executed investment management agreement. FINANCIAL PLANNING FEE Our Firm provides financial planning services under an hourly fee arrangement of $400 per hour. Fees charged for our financial planning services are not negotiable based upon the type of Client, the services requested, the investment adviser representative providing advice, the complexity of the Client's situation, the composition of the Client's account, other advisory services provided, and the relationship of the Client and the investment adviser representative. The amount of the fee for your engagement is specified in your financial planning agreement with us. At our sole discretion, the Client may be required to pay the fee at the time the agreement is executed with our Firm; however, our Firm does not require or solicit prepayment of more than $1,200 in fees per Client, six months or more in advance. The fee is considered earned upon delivery of the financial plan, and any unpaid amount is immediately due. The Client may pay the fees owed for the financial planning services by submitting payment directly via check or by deducting the fee from an existing investment account. If the Client elects to pay by automatic deduction from an existing investment account, they will provide written authorization to our Firm for such a charge. If the Client terminates the financial planning services after entering into an agreement with our Firm, the Client will be invoiced and responsible for immediate payment of any hourly financial planning services performed by us before receiving notice of termination. For financial planning services, our Firm performs under a hourly fee arrangement, the Client will be responsible for paying a pro-rated fixed fee equivalent to the percentage of work that our Firm completed. If there is a remaining balance of any fees paid in advance after deducting fees from the final invoice, those remaining proceeds will be refunded to the Client. ADDITIONAL FEES & EXPENSES In addition to the advisory fees paid to our Firm, Clients also incur certain charges imposed by other third parties, such as broker-dealers, Custodians, trust companies, banks, and other financial institutions. These additional PARAGON CAPITAL MANAGEMENT, LTD. JULY 2025 | PAGE 11 OF 30  charges include securities, transaction fees, custodial fees, fees charged by the SMA, ITPM, and Manager charges imposed by a mutual fund or ETF (Exchange Traded Funds) in a Client’s account, as disclosed in the fund’s prospectus (e.g., fund management fees and other fund expenses), deferred sales charges, odd-lot differentials, transfer taxes, wire transfer and electronic fund fees, and other fees and taxes on brokerage accounts and securities transactions. Our brokerage practices are described at length in Item 12 below. Neither our Firm nor its supervised persons accept commission compensation for selling securities or other investment products. Further, we do not share any additional fees and expenses outlined above. Our Firm’s investment strategies may include mutual and exchange-traded funds (“ETFs”). Our policy is to purchase institutional share classes of those mutual funds selected for the Client’s portfolio. The institutional share class generally has the lowest expense ratio. The expense ratio is the annual fee that all mutual funds or ETFs charge their shareholders. It expresses the percentage of assets deducted each fiscal year for funds expenses, including 12b-1 fees, management fees, administrative fees, operating costs, and all other asset- based costs incurred by the fund. Some fund families offer different classes of the same fund, and one share class may have a lower expense ratio than another. Mutual fund expense ratios are in addition to our fees; we do not receive any portion of these charges. If an institutional share class is not available for the mutual fund selected, the adviser will purchase the least expensive share class available for the mutual fund. As share classes with lower expense ratios become available, we may use them in the Client’s portfolio or convert the existing mutual fund position to the lower-cost share class. Clients who transfer mutual funds into their accounts with our Firm would bear the expense of any contingent or deferred sales loads incurred upon selling the product. If a mutual fund has a frequent trading policy, the policy can limit a Client’s transactions in fund shares (e.g., for rebalancing, liquidations, deposits, or tax harvesting). All mutual fund expenses and fees are disclosed in the respective mutual fund prospectus. When selecting investments for our Clients’ portfolios, we might choose mutual funds on your account Custodian’s Non-Transaction Fee (NTF) list. This means that your account Custodian will not charge a transaction fee or commission associated with the purchase or sale of the mutual fund. The mutual fund companies that choose to participate in the Client’s Custodial NTF fund program pay a fee to the Custodian to be included in the NTF program. The mutual fund owners bear the fee that a company pays to participate in the program, as captured in the fund’s expense ratio. When choosing a fund from the Client’s Custodial NTF list, our Firm considers the expected holding period, position size, and expense ratio versus alternative funds. Depending on our Firm’s analysis and future events, NTF funds might not always be in the Client’s best interest. ITEM 6 - PERFORMANCE-BASED FEES & SIDE-BY-SIDE MANAGEMENT Performance-based fees are based on a share of capital gains on or appreciation of the assets in a Client’s account. Our Firm does not accept performance-based or other fees based on a share of capital gains or appreciation of a Client's assets. ITEM 7 - TYPES OF CLIENTS Our Firm provides investment management, investment advice, financial planning, consulting and advisement, to individuals, high-net-worth individuals and families, trusts, retirement plans, corporations, and charitable foundations, and pension plans. Our firm requires a minimum account value of $1,000,000 for advisory services. PARAGON CAPITAL MANAGEMENT, LTD. JULY 2025 | PAGE 12 OF 30  Clients have the option to aggregate all household accounts to meet this minimum. Exceptions to the minimum account requirement may be granted based on the Client's relationship with their representative. For fee calculation purposes, unless instructed otherwise, we will automatically aggregate related client accounts, a practice commonly known as "householding" portfolios. Householding may result in lower fees than if each account were billed separately, as the combined value is used to determine the account size and the corresponding annualized fee. Our approach to householding considers the overall family dynamic and relationship. Additionally, if applicable, and as noted in Appendix B of the Investment Management Agreement, legacy positions may be excluded from the fee calculation. Clients must execute a written agreement with our Firm specifying the advisory services to establish a Client arrangement with us. ITEM 8 - METHODS OF ANALYSIS, STRATEGIES, & RISK OF LOSS METHODS OF ANALYSIS Our Investment Advisory Representatives will generally use the following analysis methods to formulate our investment advice and manage Client assets. However, each IAR can manage its Client’s account as necessary, and their specific analysis method may vary from below. Clients should acknowledge that investing in securities involves the risk of loss, regardless of the strategies, that Clients should be prepared to bear. CYCLICAL In this type of technical analysis, we measure the movements of a particular stock against the overall market to predict the security price movement. MUTUAL FUND OR ETF Our Firm examines the experience and track record of the Manager of the mutual fund or ETF to determine if that Manager has demonstrated an ability to invest over a period of time and in different economic conditions. Our Firm also looks at the underlying assets in a mutual fund or ETF to determine if there is a significant overlap in the underlying investments held in other funds in the Client’s portfolio. Our Firm also monitors the funds or ETFs to determine if they continue to follow their stated investment strategy. QUANTITATIVE Our Firm uses a proprietary optimization model that takes historical price performance, quantitative risk metrics, and several other data points as inputs and attempts to recommend securities that will enhance the overall risk- reward characteristic of the whole portfolio. RISKS FOR ALL FORMS OF ANALYSIS Our Firm’s securities analysis method relies 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 PARAGON CAPITAL MANAGEMENT, LTD. JULY 2025 | PAGE 13 OF 30  about these securities, are providing accurate and unbiased data. While we are alert to indications that data may be incorrect, there is always a risk that the analysis may be compromised by inaccurate or misleading information. INVESTMENT STRATEGIES Our Firm may use any of the following investment strategies when managing Client assets and providing investment advice: LONG-TERM HOLDING Our Firm purchases securities with the intent to hold them in the Client's account long-term (longer than one year). In extreme circumstances, we may be forced to sell a fund completely within a year of buying it. An example would be a fund Manager resigns, and we do not have confidence in the new management. Also, fund positions may be trimmed occasionally to rebalance the portfolio. A risk in a long-term purchase strategy is that holding the security for this length of time may decline in value before we decide to sell. We do not guarantee the future performance of the account or any specific level of performance, the success of any investment decision or strategy we may use, or the success of the overall management of the account. The Client understands that the investment decisions our Firm makes for the Client’s account are subject to various market, currency, economic, political, and business risks and that those investment decisions will not always be profitable. Clients are reminded that investing in any security entails the risk of loss, which they should be willing to bear. STRATEGIC ASSET ALLOCATION The primary investment strategy used by our Firm is based on the diversification of the Client's assets among various investment vehicles and asset classes, popularly termed "Asset Allocation." Our Firm's recommendations focus primarily on achieving a diversified portfolio of investment assets with desirable risk and return characteristics. We meet regularly to evaluate new and reevaluate existing investment opportunities. During these meetings, we deliberate on issues regarding the proper allocation of Client assets based on current conditions. TACTICAL ASSET ALLOCATION Tactical asset allocation is an active management portfolio strategy that shifts the percentage of assets held in various categories to take advantage of market pricing anomalies or strong market sectors. This strategy allows portfolio Managers to create extra value by taking advantage of certain situations in the marketplace. It is a moderately active strategy since Managers return to the portfolio's original asset mix once reaching the desired short-term profits. USE OF ALTERNATIVE INVESTMENTS If deemed appropriate for your portfolio, our Firm may recommend "alternative investments.” Alternative investments may include a broad range of underlying assets including hedge funds, private equity, venture capital, registered, publicly traded securities, structured notes, and private real estate investment trusts. Alternative investments are speculative, not suitable for all Clients, and intended for only experienced and sophisticated investors who are willing to bear the high risk of the investment, which can include: loss of all or a substantial portion of the investment due to leveraging, short-selling, or other speculative investment practices; PARAGON CAPITAL MANAGEMENT, LTD. JULY 2025 | PAGE 14 OF 30  lack of liquidity in that there may be no secondary market for the fund and none expected to develop; volatility of returns; potential for restrictions on transferring an interest in the fund; potential lack of diversification and resulting higher risk due to concentration of trading authority with a single adviser; absence of information regarding valuations and pricing; potential for delays in tax reporting; less regulation and often higher fees than other investment options such as mutual funds. The SEC requires investors to be accredited to invest in these more speculative alternative investments. Investing in a fund concentrating on a few holdings may involve heightened risk and greater price volatility. DESCRIPTION OF MATERIAL, SIGNIFICANT OR UNUSUAL RISKS Our Firm generally invests client cash balances in money market funds, FDIC Insured Certificates of Deposit, high-grade commercial paper and/or government backed debt instruments. Ultimately, our Firm tries to achieve the highest return on client cash balances through relatively low-risk conservative investments. In most cases, at least a partial cash balance will be maintained in a money market account so that our Firm may debit advisory fees for our services related to our Asset Management and Comprehensive Portfolio Management services, as applicable. RISK OF LOSS A Client’s investment portfolio is affected by general economic and market conditions, such as interest rates, availability of credit, inflation rates, economic conditions, changes in laws, and national and international political circumstances. Investing in securities involves certain investment risks. Securities may fluctuate in value or lose value. Clients should be prepared to bear the potential risk of loss. Our Firm will assist Clients in determining an appropriate strategy based on their tolerance for risk. 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. ACTIVE MANAGEMENT RISK Due to its active management, a portfolio could underperform other portfolios with similar investment objectives or strategies. ALLOCATION RISK A portfolio may use an asset allocation strategy to pursue its investment objective. There is a risk that a portfolio’s allocation among asset classes or investments will cause a portfolio to lose value or cause it to underperform other portfolios with a similar investment objective or strategy or that the investments themselves will not produce the returns expected. ALTERNATIVE RISK Alternative investments include other additional risks. Lock-up periods and other terms obligate Clients to commit their capital investment for a minimum period, typically no less than one or two years and sometimes up to 10 or more years. Illiquidity is considered a substantial risk and will restrict the ability of a Client to liquidate an investment early, regardless of the success of the investment. Alternative investments are difficult to value PARAGON CAPITAL MANAGEMENT, LTD. JULY 2025 | PAGE 15 OF 30  within a Client’s total portfolio. There may be limited availability of suitable benchmarks for performance comparison; historical performance data may also be limited. In some cases, there may be a lack of transparency and regulation, providing an additional layer of risk. Some alternative investments may involve the use of leverage and other speculative techniques. As a result, some alternative investments may carry substantial additional risks, resulting in the loss of some or all the investment. Using leverage and certain other strategies will result in adverse tax consequences for tax-exempt investors, such as the possibility of unrelated business taxable income, as defined under the U.S. Internal Revenue Code. CAPITALIZATION RISK Small-cap and mid-cap companies may be hindered due to limited resources or less diverse products or services. Their stocks have historically been more volatile than the stocks of larger, more established companies. CONCENTRATION RISK Strategies concentrated in only a few securities, sectors or industries, regions or countries, or asset classes could expose a portfolio to greater risk. They may cause the portfolio value to fluctuate more widely than a diversified portfolio. Overexposure to certain sectors or asset classes (e.g., MLPs, REITs, etc.) may be detrimental to an investor if there is a negative sector move. CREDIT RISK The credit rating of an issuer of a security is based on, among other things, the issuer’s historical financial condition and the rating agencies’ investment analyses at the time of rating. An actual or perceived deterioration of the ability of an issuer to meet its obligations would harm the value of the issuer’s securities. CYBERSECURITY RISK Increased Internet use makes a portfolio susceptible to operational and informational security risks. In general, cyber incidents can result from deliberate attacks or unintentional events. Cyberattacks include but are not limited to infection by computer viruses or other malicious software code, gaining unauthorized access to systems, networks, or devices through “hacking” or other means to misappropriate assets or sensitive information, corrupting data, or causing operational disruption. Cybersecurity failures or breaches of third-party service providers may cause disruptions at third-party service providers and impact our business operations, potentially resulting in financial losses; the inability to transact business; violations of applicable privacy and other laws, regulatory fines, or penalties; reputational damage; unanticipated expenses or other compensation costs; or additional compliance costs. Our Firm has an established business continuity and disaster recovery plan and related cybersecurity procedures designed to prevent or reduce the impact of such risks; there are inherent limitations in such plans and systems due in part to the evolving nature of technology and cyberattack tactics. EQUITY RISK Equity instruments are subject to equity market risk, the risk that common stock prices fluctuate over short or extended periods. Equity securities have greater price volatility than fixed-income securities. The market price of equity securities may increase or decrease, sometimes rapidly or unpredictably. Equity securities may decline in value due to factors affecting markets, industries, sectors or geographic regions represented in those markets, or individual security concerns. PARAGON CAPITAL MANAGEMENT, LTD. JULY 2025 | PAGE 16 OF 30  EVENT RISK The possibility is that an unforeseen event will negatively affect a company or industry and, thus, increase security volatility. GEOGRAPHIC CONCENTRATION RISK If an account concentrates its investments in a particular geographic region or country, its performance is closely tied to the market, currency, social, political, economic, environmental, and regulatory conditions within that country or region. These conditions include anticipated or actual government budget deficits or other financial difficulties, levels of inflation and unemployment, fiscal and monetary controls, and political and social instability in such countries and regions. As a result, the account is likely to be more volatile than an account with more geographically diverse investments. INDUSTRY OR SECTOR RISK An account that focuses its investments in specific industries or sectors is more susceptible to developments affecting those industries and sectors than a more broadly diversified fund. Issuers in a single industry can react similarly to market, economic, industry, social, political, regulatory, and other conditions. For example, suppose an account has significant investments in technology companies. In that case, the account may perform poorly during a downturn in one or more industries or sectors that heavily impact technology companies. INTEREST RATE RISK When interest rates increase, the value of the account’s investments may decline, and the account’s share value may decrease. This effect is typically more pronounced for intermediate and longer-term obligations. This effect is also typically more pronounced for mortgages and other asset-backed securities since the value may fluctuate more significantly in response to interest rate changes. When interest rates decrease, the account’s current income may decline. LEGACY HOLDING RISK Investment advice may be offered on any investment a Client holds at the start of the advisory relationship. Depending on tax considerations and Client sentiment, these investments will be sold over time, and the assets invested in the appropriate strategy. As with any investment decision, there is the risk that timing with respect to the sale and reinvestment of these assets will be less than ideal or even result in a loss to the Client. LIQUIDITY RISK Low trading volume, large positions, or legal restrictions are some conditions that could limit or prevent a portfolio from selling securities or closing positions at desirable prices. Securities that are relatively liquid when acquired could become illiquid over time. The sale of any such illiquid investment might be possible only at substantial discounts or might not be possible at all. Further, such investments may take more work to value. MANAGEMENT RISK An account is subject to the risk that judgments about the attractiveness, value, or potential appreciation of the account’s investments may prove to be incorrect. If the selection of securities or strategies fails to produce the PARAGON CAPITAL MANAGEMENT, LTD. JULY 2025 | PAGE 17 OF 30  intended results, the account could underperform other accounts with similar objectives and investment strategies. MARKET RISK Even a long-term investment approach cannot guarantee a profit. Economic, political, and issuer-specific events will cause the value of securities to rise or fall. Because the value of investment portfolios will fluctuate, there is the risk that you will lose money, and your investment may be worth less upon liquidation. Due to a lack of demand in the marketplace or other factors, an account may only be able to sell some or all the investments promptly or may only be able to sell assets at desired prices. MUTUAL FUND OR ETF RISK Our models and accounts may use certain ETFs and mutual funds to invest primarily in alternative investments or strategies. Investing in these alternative investments and strategies may only be suitable for some of our Clients. These include special risks, such as those associated with commodities, real estate, and leverage, selling securities short, use of derivatives, potential adverse market forces, regulatory changes, and potential ill-liquidity. Special risks are associated with ETFs that invest principally in real estate securities, such as sensitivity to changes in real estate values or changes in interest rates and price volatility due to the ETF’s concentration in the real estate market. The risks with mutual funds include the costs and expenses within the fund that can impact performance, change of Managers, and the fund straying from its objective (i.e., style drift). Mutual funds have certain costs associated with underlying transactions and operating costs, such as marketing and distribution expenses and advisory fees. Mutual fund costs and expenses vary from fund to fund and will impact a mutual fund’s performance. Additionally, mutual funds typically have different share classes, as further discussed below, that trade at different Net Asset Values (“NAV”) as determined at the daily market close and have different fees and expenses. NON-LIQUID ALTERNATIVE INVESTMENT RISK From time to time, our Firm will recommend to certain qualifying Clients that a portion of such Clients’ assets be invested in private funds, private fund-of-funds, or other alternative investments (collectively, “Non-liquid Alternative Investments”). Non-liquid Alternative Investments are not suitable for all our Firm’s Clients. They are offered only to those qualifying Clients for whom our Firm believes such an investment is suitable and in line with their overall investment strategy. Non-liquid Alternative Investments typically are available to only a limited number of sophisticated investors who meet the definition of “accredited investor” under Regulation D of the Securities Act of 1933, as amended (the “Securities Act”), or “qualified Client” under the Investment Advisers Act of 1940 or “qualified purchaser” under the Investment Company Act of 1940. Non-liquid Alternative Investments present special risks for our Firm’s Clients, including, without limitation, limited liquidity, higher fees and expenses, volatile performance, no assurance of investment returns, heightened risk of loss, limited transparency, additional reliance on underlying management of the investment, special tax considerations, subjective valuations, use of leverage and limited regulatory oversight. When a Non-liquid Alternative Investment invests part or all of its assets in real estate properties, there are additional risks that are unique to real estate investing, including but not limited to: limitations of the appraisal value, the borrower’s financial conditions (if a loan has obtained the underlying property), including the risk of foreclosures on the property; neighborhood values; the supply of and demand for properties of like kind; and certain city, state or federal regulations. Additionally, real estate investing is also subject to possible loss due to uninsured losses from natural and artificial disasters. The above list is not exhaustive of all risks related to an investment in Non-liquid Alternative PARAGON CAPITAL MANAGEMENT, LTD. JULY 2025 | PAGE 18 OF 30  Investments. A more comprehensive discussion of the risks associated with a particular Non-liquid Investment is set forth in that fund’s offering documents, which will be provided to each Client subscribing to a Non-liquid Alternative Investment for review and consideration. It is important that each potential, qualified investor carefully read each offering or private placement memorandum before investing. REINVESTMENT RISK The possibility of investing a bond’s cash flows at a rate lower than the expected rate of return assumed at the time of buying the bond. Reinvestment risk is high for bonds with long maturities and high coupons. SECTOR RISK The danger is that the stocks of many companies in one sector (like health care or technology) will fall in price simultaneously because of an event that affects the entire industry. ITEM 9 - DISCIPLINARY INFORMATION Registered investment advisers are required to provide information about all disciplinary information that would be material to a Client’s evaluation of our Firm or the integrity of its management. Clients should refer to the Advisor’s Form ADV Part 2B Brochure Supplement. If the Client did not receive the Advisor’s Form ADV Part 2B Brochure Supplement, the Client should contact the Chief Compliance Officer using the information provided on the cover page of this Brochure. Our Chief Compliance Officer is available to address any questions a Client or prospective client may have regarding the above or any information outlined in this Brochure. Our Firm has no legal or disciplinary events that are material to a Client or prospective clients, evaluation of our advisory business, or the integrity of our management services. ITEM 10 - OTHER FINANCIAL INDUSTRY ACTIVITIES & AFFILIATIONS INDUSTRY ACTIVITIES Our Firm is an independent investment registered adviser that provides only investment advisory services. Our Firm is not engaged in any other business activities and offers no other services except those described in this Brochure. ITEM 11 - CODE OF ETHICS, PARTICIPATION & INTEREST IN CLIENT TRANSACTIONS, & PERSONAL TRADING Our Firm maintains a Code of Ethics to reinforce the fiduciary principles governing our Firm and its employees. The Code, among other things, requires all employees to act with integrity and ethics, and professionalism. PARAGON CAPITAL MANAGEMENT, LTD. JULY 2025 | PAGE 19 OF 30  Policies against overreaching, self-dealing, insider trading, and conflicts of interest are outlined in our Code. Our Code forbids employees from trading, either personally or on behalf of others, based on non-public material information or communicating non-public material information to others violating the law. Additionally, our Code sets forth restrictions and quarterly attestations on receiving gifts, outside business activities, personal trading activity, maintenance of personal brokerage accounts, and other matters. The Code is appropriately designed and implemented to prevent or eliminate potential conflicts of interest between our Firm, our employees and IARs, Clients, and investors. We always strive to make decisions in our Client's best interest should a conflict of interest arise. Clients should be aware that no set of rules, policies, or procedures can anticipate, avoid, or address all potential conflicts of interest. PARTICIPATION OR INTEREST IN CLIENT TRANSACTIONS & PERSONAL TRADING Our employees, IARs, and our associated persons are not prohibited from owning or trading securities bought, sold, and recommended to our Clients, provided such personal trading activity complies with the parameters, limitations, and requirements of the Code. Employees, IARs, and associated persons must receive approval from our Firm’s CCO when engaging in reportable securities transactions. Our CCO is responsible for reviewing all employees', IARs, and associated persons' trading when they occur and periodically reviewing trading activity. Our CCO has broad discretion to reject employee trading for any reason. Our Firm’s policies and procedures related to the personal trading activity of employees aim to demonstrate our commitment to placing Clients’ interests ahead of our trading interests. While our Firm does not maintain a proprietary trading account and therefore does not have a direct material financial interest in any securities it recommends to Clients, in certain situations, our Firm’s employees and associated persons may purchase interests in the same securities at the same or different portfolio percentages or risk levels, in which one or more Clients is investing or has invested. Conversely, a Client may purchase interests in security where our employees, IARs, and associated persons are investing or have invested. Any exceptions to the Code require the prior approval of the CCO. We will provide a copy of the Code to any Client or prospective client upon such written or verbal request. Such requests should be directed to our Firm’s CCO at the contact information listed in Item 1 - Cover Page of this Brochure. ITEM 12 - BROKERAGE PRACTICES INVESTMENT MANAGEMENT SERVICES Clients must maintain assets in an account with a “qualified Custodian,” a broker-dealer or bank. If our Firm is asked to give a recommendation, our recommendation is based on the broker’s cost and fees, skills, reputation, dependability, and compatibility with the Client. The Client may obtain lower commissions and fees from other brokers. CHARLES SCHWAB & CO. INC. While our Firm typically recommends that Clients use Charles Schwab & Co., Inc. (“Schwab”) as a Custodian, Clients must decide whether to do so and open accounts with Schwab by entering into account agreements PARAGON CAPITAL MANAGEMENT, LTD. JULY 2025 | PAGE 20 OF 30  directly with them. The Client opens the accounts with Schwab. The accounts will always be held in the Client's name and never in our Firm’s. HOW OUR FIRM SELECTS CUSTODIAN-BROKER Our Firm seeks to recommend a Custodian-Broker who will hold Client assets and execute the transactions on terms that are, overall, most advantageous compared to other available providers and their services. Our Firm considers a wide range of factors, including, among others: Combination of transaction execution and asset custody services (without a separate fee for custody). • Capability to execute, clear, and settle trades (buy and sell securities for Client accounts). • Capability to facilitate transfers and payments to and from accounts (wire transfers, check requests, bill payments, etc.). • The breadth of available investment products (stocks, bonds, mutual funds, exchange-traded funds [ETFs], etc.). • Availability of investment research and tools that assist us in making investment decisions. • Quality of services. • Competitiveness of the price of those services (commission rates, other fees, etc.) and willingness to negotiate the prices. • Reputation, financial strength, and stability. • Prior service to our Firm and our other Clients. Availability of other products and services that benefit our Firm, as discussed below (see “Products and Services Available to Us from Schwab”). CLIENT BROKERAGE & CUSTODY COSTS For Clients' accounts, Schwab maintains and generally does not charge separately for custody services. However, Schwab receives compensation by charging ticket charges or other fees on trades it executes or settling into Clients' Schwab accounts. In addition to commissions, Schwab charges a flat dollar amount as a "prime broker" or "trade away" fee for each trade that our Firm has executed by a different broker-dealer but where the securities bought or the funds from the securities sold are deposited (settled) into a Client’s Schwab account. These fees are in addition to the ticket charges or compensation the Client pays the executing broker-dealer. Because of this, our Firm has Schwab execute most trades for Client accounts to minimize trading costs. Our Firm has determined that having Schwab execute most trades is consistent with our duty to seek the "best execution" of Client trades. Best execution means the most favorable terms for a transaction based on all relevant factors, including those listed above (see How Our Firm Selects Custodian-Broker). PRODUCTS AND SERVICES AVAILABLE TO US FROM SCHWAB Schwab Advisor Services™ (formerly called Schwab Institutional®) provides independent investment advisory Firms and Clients with access to its institutional brokerage, trading, custody, reporting, and related services, many of which are not typically available to Schwab retail customers. Schwab also makes available various support services. Some of those services help us manage or administer our Clients’ accounts; others help us manage and grow our business. Schwab’s support services typically are available on an unsolicited basis and at no charge to our Firm. These are typically considered soft dollar benefits because there is an incentive to do business with Schwab. Receiving soft dollar benefits creates a conflict of interest. We have established policies PARAGON CAPITAL MANAGEMENT, LTD. JULY 2025 | PAGE 21 OF 30  in this regard to mitigate any conflicts of interest. We believe our selection of Schwab as Custodian-Broker is in the Clients' best interests. Our Firm will always act in the best interest of our Clients and act as fiduciary in carrying out services to Clients. The following is a more detailed description of Schwab’s support services: SERVICES THAT BENEFIT OUR CLIENTS Schwab's institutional brokerage services include access to a broad range of investment products, execution of securities transactions, and custody of Client assets. The investment products available through Schwab include some we might not otherwise have access to or would require a significantly higher minimum initial investment by our Clients. Schwab’s services described in this paragraph benefit our Clients and their accounts. SERVICES THAT MAY NOT DIRECTLY BENEFIT OUR CLIENTS Schwab also makes other products and services available that benefit our Firm but may not directly benefit our Clients or their accounts. These products and services assist our Firm in managing and administering our Clients’ accounts. They include investment research, both Schwab’s own and that of third parties. Our Firm may use this research to service all or a substantial number of our Client's accounts, including accounts not maintained at Schwab. In addition to investment research, Schwab also makes available software and other technology that: • Provides access to Client account data (such as duplicate trade confirmations and account statements). • Facilitate trade execution and allocate aggregated trade orders for multiple Client accounts. Provide pricing and other market data. • Facilitate payment of our fees from our Clients’ accounts. • Assist with back-office functions, recordkeeping, and Client reporting. SERVICES THAT GENERALLY BENEFIT ONLY US Schwab also offers other services to help our Firm manage and further develop our business enterprise. These services include: • Educational conferences and events • Consulting on technology, compliance, legal, and business needs • Publications and conferences on practice management and business succession • Access to employee benefits providers, human capital consultants, and insurance providers Schwab may provide some of these services itself. In other cases, it will arrange for third-party vendors to provide the services to our Firm. Schwab may also discount or waive its fees for some of these services or pay all or a part of a third party’s fees. Schwab may also provide our Firm with other benefits, such as occasional business entertainment for our personnel. OUR INTEREST IN SCHWAB’S SERVICES The availability of these services from Schwab benefits our Firm because we do not have to produce or purchase them. These services are not contingent upon our Firm committing any specific amount of business to Schwab in trading commissions. We believe our selection of Schwab as Custodian and Broker is in our Client’s best interests. PARAGON CAPITAL MANAGEMENT, LTD. JULY 2025 | PAGE 22 OF 30  Some of the products, services, and other benefits provided by Schwab benefit our Firm and may not benefit our Client accounts. Our recommendation or requirement that you place assets in Schwab's custody may be based, in part, on the benefits Schwab provides to our Firm or our Agreement to maintain certain Assets Under Management at Schwab and not solely on the nature, cost, or quality of custody and execution services provided by Schwab. • Our Firm places trades for our Clients' accounts subject to its duty to seek the best execution and other fiduciary duties. Schwab's execution quality may be different from other broker-dealers. Our Firm does not routinely recommend, request, or require that the Client direct us to execute the transactions through a specified Custodian. Additionally, our Firm typically does not permit the Client to direct brokerage. We place trades for Client accounts subject to our duty to seek the best execution and other fiduciary duties. • We will aggregate trades for ourselves or our associated persons with your trades, providing that the following conditions are met: o Our policy for the aggregation of transactions shall be fully disclosed separately to our existing Clients (if any) and the broker/dealer(s) through which such transactions will be placed. o We will only aggregate transactions if we believe that aggregation is consistent with our duty to seek the best execution (which includes the duty to seek the best price) for the Client and is consistent with the terms of our investment advisory agreement. o No advisory Client will be favored over any other Client; each Client that participates in an aggregated order will participate at the average share price for all transactions in a given security on a given business day, with transaction costs based on each Client's participation in the transaction. o Our Firm will prepare a written statement (“Allocation Statement”) specifying the participating o Client accounts and how to allocate the order among those Clients. If the aggregated order is filled in its entirety, it will be allocated among Clients per the allocation statement; if the order is partially filled, the accounts that did not receive the previous trade's positions should be "first in line" to receive the next allocation. o Notwithstanding the preceding, the order may be allocated on a basis different from that specified if all Client accounts receive fair and equitable treatment. The reason for the difference in allocation will be documented and reviewed by our Firm’s Compliance Officer. Our Firm’s books and records will separately reflect, for each Client account, the orders which are aggregated, and the securities held by and bought for that account. o Our Firm will not receive additional compensation or remuneration of any kind because of the o proposed aggregation; and Individual advice and treatment will be accorded to each advisory Client. BROKERAGE FOR CLIENT REFERRALS Our Firm does not receive Client referrals from any Custodian or third party in exchange for using that broker- dealer or third party. AGGREGATION & ALLOCATION OF TRANSACTIONS Our Firm may aggregate transactions if it believes that aggregation is consistent with the duty to seek the best execution for its Clients and is consistent with the disclosures made to Clients and terms defined in the PARAGON CAPITAL MANAGEMENT, LTD. JULY 2025 | PAGE 23 OF 30  Investment Advisory Agreement. No Client will be favored over any other Client. Each account in an aggregated order will participate in the average share price (per Custodian) for all transactions in that security on a given business day. If we do not receive a complete fill for an aggregated order, we will allocate the order on a pro-rata basis. If we determine that a pro-rata allocation is not appropriate under the circumstances, we will base the allocation on other relevant factors, which may include: • When only a small percentage of the order is executed, with respect to purchase allocations, allocations may be given to accounts high in cash. • Concerning sale allocations, allocations may be given to accounts low in cash. • We may allocate shares to the account with the smallest order, to the smallest position, or to an account that is out of line concerning security or sector weightings relative to other portfolios with similar mandates. • • • We may allocate one account when that account has limitations in its investment guidelines prohibiting it from purchasing other securities that we expect to produce similar investment results, and other accounts can purchase that in the block. If an account reaches an investment guideline limit and cannot participate in an allocation, we may reallocate shares to other accounts. For example, this may be due to unforeseen changes in an account's assets after placing an order. If a pro-rata allocation of a potential execution would result in a de minimis allocation in one or more account(s), we may exclude the account(s) from the allocation. • Our Firm will document the reasons for any deviation from a pro-rata allocation. In certain cases, client requests or specific needs will trigger an unplanned transaction in a security where an aggregate transaction occurred previously during the day. Under these circumstances, client transactions will be excluded from the block transaction and receive differing pricing. TRADE ERRORS Our Firm has implemented procedures designed to prevent trade errors; however, our Firm cannot always avoid Client trade errors. Consistent with our Firm's fiduciary duty, it is our Firm’s policy to correct trade errors in a manner that is in the Client's best interest. In cases where the Client causes the trade error, the Client will be responsible for any loss resulting from the correction. Depending on the specific circumstances of the trade error, the Client may not be able to receive any gains generated due to the error correction. In all situations where the Client does not cause the trade error, the Client will be made whole, and we would absorb any loss resulting from the trade error if our Firm caused the error. If the Custodian causes the error, the Custodian will cover all trade error costs. If an investment error results in a gain when correcting the trade, the gain will be donated to charity. Our Firm will never benefit or profit from trade errors. DIRECTED BROKERAGE Our Firm does not routinely recommend, request, or require that the Client direct us to execute the transaction through a specified broker-dealer. Additionally, our Firm typically does not permit the Client to direct brokerage. Our Firm places trades for Client accounts subject to its duty to seek the best execution and other fiduciary duties. PARAGON CAPITAL MANAGEMENT, LTD. JULY 2025 | PAGE 24 OF 30  A retirement or ERISA plan client may direct all or part of portfolio transactions for its account through a specific broker or dealer to obtain goods or services on the plan's behalf. Such direction is permitted provided that the goods and services provided are reasonable expenses of the plan incurred in the ordinary course of its business for which it otherwise would be obligated and empowered to pay. ERISA prohibits directed brokerage arrangements when the goods or services purchased are not for the exclusive benefit of the plan. Consequently, we will request that plan sponsors who direct plan brokerage provide us with a letter documenting that this arrangement will be for the exclusive benefit of the plan. ITEM 13 - REVIEW OF ACCOUNTS CLIENT REVIEWS Our Firm reviews Client accounts and financial plans periodically. Our IARs will monitor Client accounts regularly and perform annual reviews with each Client. All accounts are reviewed for consistency with Client investment strategy, asset allocation, risk tolerance, and performance. More frequent reviews may be triggered by changes in an account holder’s personal, tax, or financial status. Geopolitical and macroeconomic-specific events may also trigger reviews. Our recommendations depend on the information provided by the Client. Our Client must notify our Firm of any situation that would impair our ability to manage our Client accounts properly. The Client receives a copy of each trade confirmation (unless the Client has authorized the Custodian to suppress the confirmations) and the standard written account statement from the qualified account Custodian every quarter. ITEM 14 - CLIENT REFERRALS & OTHER COMPENSATION BROKERAGE PRACTICES As disclosed under Item 12 Brokerage Practices, we participate in the Custodian’s institutional customer programs, and we may recommend a Custodian to our Clients for custody and brokerage services. There is no direct link between our participation in the program and the investment advice we give to our Clients. However, we receive economic benefits through our participation in the program that is typically not available to any other independent advisors participating in the program. These benefits include the following products and services (provided without cost or at a discount): • Receipt of duplicate Client statements and confirmations. • Research-related products and tools. • Consulting services. • Access to a trading desk serving adviser participants. • Access to block trading (which provides the ability to aggregate securities transactions for execution and then allocate the appropriate shares to Client accounts); • The ability to have advisory fees deducted directly from Client accounts. • Access to an electronic communications network for Client order entry and account information. • Access to mutual funds with no transaction fees and certain institutional money Managers. PARAGON CAPITAL MANAGEMENT, LTD. JULY 2025 | PAGE 25 OF 30  • Discounts on compliance, marketing, research, technology, and practice management products or services provided to us by third-party vendors. Custodians may also have paid for business consulting and professional services received by some of our IARs. Some of the products and services made available by Custodians through the program may benefit us but may not benefit your account. These products or services may assist us in managing and administering Client accounts, including accounts not maintained at our recommended Custodian. Other services made available by the Custodian are intended to help us manage and further develop our business enterprise. The benefits our Firm or our IARs receive through participation in the program do not depend on the amount of brokerage transactions directed to the Custodian. Due to these arrangements, our Client does not pay more for assets maintained at Schwab. As part of our fiduciary duties to Clients, we always endeavor to put our Client's interests first. Clients should be aware, however, that receiving economic benefits from our Firm or our IARs in and of itself creates a conflict of interest because the cost of these services would otherwise be borne directly by us. These arrangements could indirectly influence our choice of Custodian for custody and brokerage services. Clients should consider these conflicts of interest when selecting a Custodian. The products and services provided by the Custodian, how they benefit us, and the related conflicts of interest are described above. LEAD GENERATION & REFERRALS CLIENT REFERRALS Our Firm neither accepts nor pays fees for Client referrals. Further, we do not have any compensation arrangements other than what is disclosed in this Brochure. OTHER PROFESSIONALS Our Firm may refer business to estate planning attorneys, accountants, insurance brokers, and other professionals. However, we do not receive monetary or other material compensation for referring Clients to such professionals. We also do not pay any person or firm commissions or other items of material value when referring Clients to us. If we receive or offer an introduction to a Client, we do not pay or earn a referral fee, nor are there established quid pro quo arrangements. Each Client can accept or deny such referral or subsequent services. ITEM 15 - CUSTODY Regulators have defined custody as having access or control over Client funds or securities. As it applies to our Firm, we do not have physical custody of funds or securities. FEE DEDUCTION Our Firm is deemed to have constructive custody over those Client accounts where it can deduct our fees directly from the Client account. If we comply with certain regulatory requirements, this constructive custody does not mandate that our Firm undergo a surprise audit for those accounts. Our Clients receive account statements directly from the qualified Custodian at least quarterly. Our Firm may send Clients quarterly reports that our Firm produces using our portfolio accounting system, Tamarac. PARAGON CAPITAL MANAGEMENT, LTD. JULY 2025 | PAGE 26 OF 30  We strongly urge our Clients to compare such reports with the statements received from the qualified Custodian. Furthermore, when our Firm calculates our investment management fees and instructs the Custodian to remit these fees to us directly from Clients’ accounts, the Custodian does not verify our calculation of fees. Our Firm performs quarterly testing to ensure that our fees are charged per the Client’s Investment Advisory Agreement on file with our Firm. STANDING LETTERS OF AUTHORIZATION (“SLOA”) Additionally, our Firm is deemed to have custody of the Client’s funds or securities when you have standing authorizations with their Custodian to move money from your account to a third-party Standing Letter of Authorization (“SLOA”) and, under that SLOA, it authorizes us to designate the amount or timing of transfers with the Custodian. The SEC has set forth standards to protect your assets in such situations, which we follow. We do not have a beneficial interest in any of the accounts we are deemed to have Custody of where SLOAs are on file. In addition, account statements reflecting all activity on the account(s) are delivered directly from the qualified Custodian to each Client or the Client’s independent representative at least monthly. You should carefully review those statements and are urged to compare the statements against reports received from us. When you have questions about your account statements, contact us, your Advisor, or the qualified Custodian preparing the statement. ITEM 16 - INVESTMENT DISCRETION DISCRETIONARY AUTHORITY Upon receiving written authorization from the Client, our Firm provides discretionary investment advisory services for Client accounts. For discretionary accounts, before engaging our Firm to provide investment advisory services, you will enter into a written Investment Advisory Agreement with us granting our Firm the authority to supervise and direct, on an ongoing basis, investments per the Client's investment objective and guidelines. In addition, our Client will need to execute additional documents required by the Custodian to authorize and enable our Firm, in its sole discretion, without prior consultation with or ratification by our Client, to purchase, sell or exchange securities in and for your accounts. We are authorized, at our discretion and without prior consultation with the Client, to (1) buy, sell, exchange, and trade any stocks, bonds, or other securities or assets and (2) determine the amount of securities to be bought or sold and (3) place orders with the Custodian. Any limitations to such discretionary authority will be communicated to our Firm in writing by you, the Client. The limitations on investment and brokerage discretion held by our Firm are: • For discretionary accounts, we require that we be given the authority to determine which securities and the amounts to be bought or sold. • Any limitations on this discretionary authority shall be in writing as indicated in the Investment Advisory Agreement. Clients may change or amend these limitations as required. PARAGON CAPITAL MANAGEMENT, LTD. JULY 2025 | PAGE 27 OF 30  NON-DISCRETIONARY AUTHORITY In some instances, we may not have discretionary authority. For non-discretionary accounts, our Firm will discuss all transactions with our Client before execution, or the Client will be required to make the trades in an employer- sponsored account. ITEM 17 - VOTING CLIENT SECURITIES PROXY VOTING As part of our standard services, we vote proxies on behalf of clients. To assist in the proxy voting process, we have engaged Egan-Jones Proxy Services, an independent third-party proxy advisory firm. Egan-Jones provides the firm with research, analysis, and voting recommendations based on pre-established, objective guidelines designed to promote the long-term economic interests of shareholders. Our firm has adopted written policies and procedures to ensure that proxies are voted in the best interests of our clients. These procedures are designed to address potential material conflicts of interest and ensure that proxy voting decisions are made independently and solely in the interest of our clients. In general, we follow the recommendations of Egan-Jones unless we determine that it is in the client’s best interest to vote differently. If a material conflict of interest arises that cannot be addressed through our procedures or the use of Egan-Jones, we will either disclose the conflict to the client and obtain their consent before voting or take other appropriate steps to ensure a decision is made in the client's best interest. Clients may obtain a copy of our full proxy voting policy and procedures upon request. In addition, clients may also request information regarding how we voted proxies on their behalf by contacting us at the number or email listed on the cover page of this brochure. CLASS ACTION LAWSUITS Chicago Clearing Corporation ("CCC") provides class action litigation monitoring and securities claim filing services for our Clients. Participation in this service requires that we provide confidential information to CCC to assist with its class action suit research. Taking part in this service is voluntary but highly recommended. If you choose not to participate, you can vote on corporate governance concerns in whatever fashion you see fit. ITEM 18 - FINANCIAL INFORMATION FINANCIAL CONDITION Our Firm has no financial commitment that impairs its ability to meet Client contractual and fiduciary obligations and has not been the subject of a bankruptcy proceeding. We do not require or solicit prepayment of more than $1,200 in fees per Client six months or more in advance. Therefore, we are not required to include a balance sheet for the most recent fiscal year. PARAGON CAPITAL MANAGEMENT, LTD. JULY 2025 | PAGE 28 OF 30  ADDITIONAL INFORMATION PRIVACY POLICY Our Firm collects non-public personal information about Clients from information received on applications or other forms and information about Client transactions with firm affiliates, others, or our Firm. We do not disclose any nonpublic personal information about current or former Clients except as permitted by law or to provide services. Firm employees have limited access to Clients' data based on their responsibilities to provide products or services to Clients. Our Firm maintains physical, electronic, and procedural safeguards in compliance with federal standards to protect Client information. If the IAR servicing a Client account leaves our Firm to join another firm, the IAR is not permitted to retain copies of specific Client information. A copy of our Firm's Privacy Policy is given to each Client at account opening, upon request, and provided annually. BUSINESS CONTINUITY PLAN Our Firm has developed a Business Continuity Plan to address how our Firm will respond to events that significantly disrupt the operation of our business. Since the timing and impact of disasters and disruptions are unpredictable, our Firm will be flexible in responding to current events as they occur. Within 24 hours after a significant business disruption, our Firm plans to quickly recover and resume business operations and respond by safeguarding employees and property, making a financial and operational assessment, protecting our Firm’s books and records, and allowing Clients to transact business. Given the scope and severity of the significant business disruption, our business continuity plan is designed to permit our Firm to resume operations as quickly as possible. Our Firm’s business continuity plan addresses: data back-up and recovery; all mission critical systems; financial and operational assessments; alternative communications with customers, employees, and regulators; alternate physical location of employees; critical supplier, contractor, bank, and counter-party impact; regulatory reporting; and assuring Clients’ prompt access to their funds and securities if our Firm is unable to continue as a business. Our Firm backs up essential records in a geographically separate area. At the same time, every emergency poses unique problems based on external factors, such as the time of day and the severity of the disruption. Its objective is to restore operations and be able to complete existing transactions and accept new transactions and payments within four hours of the disruptive event. Client orders and requests for funds and securities could be delayed during this period. CONTACTING US If a Client cannot contact our Firm via 303-293-3680 after a significant business disruption, please visit the website at www.paragoncapitalco.com to review updated contact information. PARAGON CAPITAL MANAGEMENT, LTD. JULY 2025 | PAGE 29 OF 30  VARYING DISRUPTIONS Significant business disruptions can vary in scope, such as disruption that affects only our Firm, a single building housing our Firm, the business district where our Firm is located, the city where our Firm is located, or the whole region. Within each area, the disruption's severity can also vary from minimal to severe. In a disruption to only our Firm or a building housing our Firm, our Firm will transfer operations to a local site when needed and expect to recover and resume business within 24 hours. In a disruption affecting our Firm’s business district, city, or region, our Firm will transfer operations to a site outside the affected area and recover and resume business within three (3) days. In either situation, our Firm plans to continue the business, transfer operations to its clearing firm if necessary, and provide Clients with instructions on contacting our Firm through its parent company’s website: www.paragoncapitalco.com. If the significant business disruption is so severe that it prevents our Firm from remaining in business, our Firm will ensure the Client’s prompt access to their funds and securities. This information is provided solely to Clients of our Firm, and no further distribution or disclosure is permitted without the prior written consent of our Firm. No person other than our Firm Clients can rely on any statement herein. Our Firm’s Business Continuity Plan is reviewed and updated regularly and is subject to change. Please visit the website at www.paragoncapitalco.com for the most current copy of this disclosure. You can request an updated copy by contacting our Firm at 303-293-3680 or writing our Firm at the following: Paragon Capital Management, Ltd. Attn: Larry Orgill 999 18th Street, Suite 1401 Denver, Co 80202 PARAGON CAPITAL MANAGEMENT, LTD. JULY 2025 | PAGE 30 OF 30