PHILIP O. JOHNSON & COMPANY, LTD.

Form ADV Part 2B Brochure Supplement Marcus F. Johnson Item 1 – Cover Page Marcus F. Johnson Johnson Financial Advisors 1095 W. Rio Salado Pkwy, Suite 201 Tempe, AZ 85281-2610 Ph: 602-242-4000 Date of Supplement: February 2025 This brochure supplement provides information about Marcus F. Johnson (“Marcus”) that supplements the Philip O. Johnson & Company, Ltd. d/b/a Johnson Financial Advisors (“JFA”) brochure. You should have received a copy of that brochure. Please contact Marcus F. Johnson at 602-242-4000 if you did not receive the JFA brochure or if you have any questions about the contents of this supplement. Additional information about Marcus F. Johnson is available on the SEC’s website at www.adviserinfo.sec.gov. Item 2 – Educational Background and Business Experience Marcus F. Johnson, Born 1986 Educational Background: Marcus earned a certificate in financial planning from Boston University in 2013 and graduated in Business Management with an emphasis in Finance from the Marriott School of Business at Brigham Young University in 2010. Business Experience: Marcus has been involved in the securities insurance industry since 2010 and in the insurance industry since 2012. In 2010 he joined JFA. Marcus is a Registered Investment Advisor Representative of JFA. Marcus has been affiliated as a Registered Representative with Osaic since 2010. Professional Designation: In 2014 Marcus received the professional designation, Certified Financial Planner™ (CFP®) from the Certified Financial Planner Board of Standards, Inc. Certified Financial Planner™ (CFP®) The Certified Financial Planner™ (CFP®) designation is issued by the Certified Financial Planner Board of Standards, Inc. It is a voluntary certification recognized by the United States and other countries for its (1) high standard of professional education, (2) stringent code of conduct and standards of practice and (3) ethical requirements governing professional engagements with clients. To receive the CFP® designation, a candidate must meet strict educational and experience requirements. The candidate must also complete a 10-hour exam covering the areas of financial planning, insurance, taxes, investments, retirement planning, and estate planning. After earning the CFP® designation, a Certificant must complete 30 hours of continuing education every two years and renew the agreement to be bound by the Standards of Professional Conduct. Marcus acknowledges his responsibility as a CFP® Certificant to adhere to the standards that have been established in the CFP Board’s Standards of Professional Conduct. 1  Item 3 – Disciplinary Information Marcus has no legal or disciplinary events to report. Item 4 – Other Business Activities Registered Representative of Osaic Marcus is a Registered Representative with Osaic, a full-service broker-dealer based in Scottsdale, Arizona, member FINRA/SIPC. When acting in his separate capacity as a registered representative of Osaic, he may transact in exchange-listed securities, corporate debt securities (other than commercial paper), municipal securities, U.S. government securities, mutual fund shares, exchange traded funds, variable annuities, and other assets. Marcus does not earn commissions in advisory, or “fee-based,” accounts. Because commissions on transactions in an account may be more or less than an advisory fee for the account would be, Marcus has a financial incentive to recommend the type of account for which he will receive the most compensation. He controls for this conflict of interest by discussing with clients the advantages and disadvantages of establishing a fee-based account through JFA versus establishing a commission-based account through Osaic. In commission-based accounts through Osaic, Marcus receives 12b-1 fees from certain mutual fund companies as outlined in the fund’s prospectus. 12b-1 fees come from fund assets, therefore, indirectly from client assets. The receipt of such fees could represent an incentive for him to recommend funds with 12b-1 fees over funds that have no fees or lower fees. Marcus only receives 12b-1 fees in commission-based brokerage accounts. However, if 12b-1 fee-paying mutual funds are held in an advisory account, any 12b-1 fees paid will be credited to the account holder and not retained by Marcus. Insurance Agent Marcus is independently licensed to sell annuities and life and health insurance through various companies. When acting in this capacity, he will receive commissions for selling insurance and annuity products. Thus, Marcus has a financial incentive to recommend the sale of insurance products that pay commissions. This compensation represents a conflict of interest. He controls for this conflict of interest by discussing with clients the advantages and disadvantages of insurance products in general; further, he discusses the relative advantages and disadvantages of different insurance products. Clients are never obligated or required to purchase insurance products from or through Marcus and may choose any independent insurance agent and insurance company to purchase insurance products. To the extent that insurance products are held in an account managed on a discretionary basis, clients may place reasonable restrictions on JFA’s discretion to transact in these products. Clients should ask JFA how to restrict the discretionary transactions in insurance products. Regardless of the insurance agent selected, the insurance agent or agency will receive normal commissions from the sale. Item 5 – Additional Compensation Other than the fees detailed in JFA’s Form ADV Part 2A Disclosure Brochure, Marcus receives no other compensation related to advisory services provided to clients. Item 6 – Supervision Phil Johnson is the Chief Compliance Officer of JFA. He is responsible for developing, overseeing and enforcing the firm’s compliance programs that have been established to monitor and supervise the activities and services provided by the firm and its representatives. Phil can be contacted at 602-242-4000. 2 

Form ADV Part 2B Brochure Supplement Philip O. Johnson Item 1 – Cover Page Philip O. Johnson Johnson Financial Advisors 1095 W. Rio Salado Pkwy, Suite 201 Tempe, AZ 85281-2610 Ph: 602-242-4000 Date of Supplement: February 2025 This brochure supplement provides information about Philip O. Johnson (“Phil Johnson”) that supplements the Philip O. Johnson & Company, Ltd. d/b/a Johnson Financial Advisors (“JFA”) brochure. You should have received a copy of that brochure. Please contact Philip O. Johnson at 602-242-4000 if you did not receive the JFA brochure or if you have any questions about the contents of this supplement. Additional information about Phil Johnson is available on the SEC’s website at www.adviserinfo.sec.gov. Item 2 – Educational Background and Business Experience Philip O. Johnson, Born 1955 Educational Background: Phil attended Glendale Community College and Brigham Young University majoring in business administration. Business Experience: Phil has been involved in the insurance industry since 1976 and in the securities industry since 1977. In 1981, he incorporated JFA. Phil has been affiliated as a Registered Principal and Registered Representative with Osaic since 1991. Professional Designation: In 1982 Phil received the professional designation, Certified Financial Planner (CFP) from the College for Financial Planning in Denver, Colorado. Certified Financial Planner™ (CFP®) The Certified Financial Planner™ (CFP®) designation is issued by the Certified Financial Planner Board of Standards, Inc. It is a voluntary certification recognized by the United States and other countries for its (1) high standard of professional education, (2) stringent code of conduct and standards of practice and (3) ethical requirements governing professional engagements with clients. To receive the CFP® designation, a candidate must meet strict educational and experience requirements. The candidate must also complete a 10-hour exam covering the areas of financial planning, insurance, taxes, investments, retirement planning, and estate planning. After earning the CFP® designation, a Certificant must complete 30 hours of continuing education every two years and renew the agreement to be bound by the Standards of Professional Conduct. Phil Johnson acknowledges his responsibility as a CFP® Certificant to adhere to the standards that have been established in the CFP Board’s Standards of Professional Conduct. 1  Item 3 – Disciplinary Information Phil has no legal or disciplinary events to report. Item 4 – Other Business Activities Registered Representative of Osaic. Phil is a Registered Principal with Osaic, a full-service broker-dealer based in Scottsdale, Arizona, member FINRA/SIPC When acting in his separate capacity as a registered representative of Osaic, he may transact in exchange-listed securities, corporate debt securities (other than commercial paper), municipal securities, U.S. government securities, mutual fund shares, exchange traded funds, variable annuities, and other assets. Phil Johnson does not earn commissions in advisory, or “fee-based,” accounts. Because commissions on transactions in an account may be more or less than an advisory fee for the account would be, Phil has a financial incentive to recommend the type of account for which he will receive the most compensation. He controls for this conflict of interest by discussing with clients the advantages and disadvantages of establishing a fee-based account through JFA versus establishing a commission-based account through Osaic. In commission-based accounts through Osaic, Phil Johnson receives 12b-1 fees from certain mutual fund companies as outlined in the fund’s prospectus. 12b-1 fees come from fund assets, therefore, indirectly from client assets. The receipt of such fees could represent an incentive for him to recommend funds with 12b-1 fees over funds that have no fees or lower fees. Phil only receives 12b-1 fees in commission-based brokerage accounts. However, if 12b-1 fee-paying mutual funds are held in an advisory account, any 12b-1 fees paid will be credited to the account holder and not retained by Phil. Insurance Agent Phil is independently licensed to sell annuities and life and health insurance through various companies. When acting in this capacity, he will receive commissions for selling insurance and annuity products. Thus, Phil has a financial incentive to recommend the sale of insurance products that pay commissions. This compensation represents a conflict of interest. He controls for this conflict of interest by discussing with clients the advantages and disadvantages of insurance products in general; further, he discusses the relative advantages and disadvantages of different insurance products. Clients are never obligated or required to purchase insurance products from or through Phil and may choose any independent insurance agent and insurance company to purchase insurance products. To the extent that insurance products are held in an account managed on a discretionary basis, clients may place reasonable restrictions on JFA’s discretion to transact in these products. Clients should ask JFA how to restrict the discretionary transactions in insurance products. Regardless of the insurance agent selected, the insurance agent or agency will receive normal commissions from the sale. Item 5 – Additional Compensation Other than the fees detailed in JFA’s Form ADV Part 2A Disclosure Brochure, Phil Johnson receives no other compensation related to advisory services provided to clients. Item 6 – Supervision Phil is the Chief Compliance Officer of JFA. He is responsible for developing, overseeing and enforcing the firm’s compliance programs that have been established to monitor and supervise the activities and services provided by the firm and its representatives. Phil can be contacted at 602-242-4000. 2 

Item 1 –Cover Page Philip O. Johnson & Company, Ltd. d/b/a Johnson Financial Advisors 1095 W. Rio Salado Pkwy., Suite 201 Tempe, AZ 85281-2610 Ph: (602) 242-4000 www.johnsonfinancial.com Date of Brochure: February 2025 ____________________________________________________________________________________ This brochure provides information about the qualifications and business practices of Philip O. Johnson & Company, Ltd. d/b/a Johnson Financial Advisors. If you have any questions about the contents of this brochure, please contact Philip O. Johnson at 602-242-4000. 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. information about Johnson Financial Advisors is also available on the Additional Internet at www.adviserinfo.sec.gov. You can view our firm’s information on this website by searching for our name Johnson Financial Advisors or our firm CRD number 104621. *Registration as an investment advisor does not imply a certain level of skill or training.  Item 2 – Material Changes Since our last annual amendment was filed in February 2024, changes have been made throughout this brochure including to items 4 and 5, among others. Our broker-dealer changed its name from Securities America, Inc. to Osaic. Updates and stylistic changes have also been made to most, if not all Items. 2 Johnson Financial Advisors Disclosure Brochure  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 General Description of Primary Advisory Services ................................................................................... 4 Advisory Services Tailored to Individual Needs of Clients ........................................................................ 4 Client Assets Managed by JFA ................................................................................................................. 5 Item 5 – Fees and Compensation ................................................................................................................. 6 Financial Planning Fees ............................................................................................................................ 6 Asset Management Fees: ......................................................................................................................... 6 Additional Compensation .......................................................................................................................... 7 Item 6 – Performance-Based Fees and Side-By-Side Management ............................................................ 8 Item 7 – Types of Clients .............................................................................................................................. 9 Item 8 – Methods of Analysis, Investment Strategies and Risk of Loss ..................................................... 10 Methods of Analysis ................................................................................................................................ 10 Investment Strategies ............................................................................................................................. 10 Risk of Loss ............................................................................................................................................. 10 Item 9 – Disciplinary Information ................................................................................................................. 12 Item 10 – Other Financial Industry Activities and Affiliations ...................................................................... 13 Brokerage Activities ................................................................................................................................ 13 Insurance Sales ...................................................................................................................................... 13 Third-Party Advisors ................................................................................................................................ 13 Item 11 – Code of Ethics, Participation in Client Transactions and Personal Trading ............................... 14 Code of Ethics Summary ........................................................................................................................ 14 Privacy Policy Statement ........................................................................................................................ 14 Item 12 – Brokerage Practices .................................................................................................................... 15 Best Execution ........................................................................................................................................ 15 Soft Dollar................................................................................................................................................ 15 Referral Relationships ............................................................................................................................. 15 Block Trading Policy ................................................................................................................................ 15 Item 13 – Review of Accounts..................................................................................................................... 16 Account Reviews and Reviewers ............................................................................................................ 16 Statements and Reports ......................................................................................................................... 16 Item 14 – Client Referrals and Other Compensation .................................................................................. 17 Item 15 – Custody ....................................................................................................................................... 18 Item 16 – Investment Discretion ................................................................................................................. 19 Item 17 – Voting Client Securities ............................................................................................................... 20 Item 18 – Financial Information ................................................................................................................... 21 3 Johnson Financial Advisors Disclosure Brochure  Item 4 – Advisory Business Philip O. Johnson & Company, Ltd., doing business as “Johnson Financial Advisors” (“JFA”, “we”, or “us”) is a corporation formed under the laws of the State of Arizona. Philip O. Johnson is the principal owner of JFA. JFA has been incorporated since 1981 and is registered as an investment advisor with the U.S. Securities and Exchange Commission. General Description of Primary Advisory Services Following are brief descriptions of our primary services. More detailed descriptions of our advisory services are provided in Item 5 – Fees and Compensation. Financial Planning Services—JFA specializes in providing comprehensive advisory services, especially for pre-retirees and retirees. Financial planning includes helping individuals and families to identify and develop their long-term financial goals. This begins by analyzing information about their current financial situation. A financial plan is then developed which may include cash flow reports, tax projections, net worth statements, risk review, investment goals, as well as retirement planning and projections. Although JFA does not provide legal or tax advice, we will also review our client’s trust and legal documents to ensure assets are titled properly and that their estate will be distributed according to their wishes. As needed, we will coordinate our efforts with other specialists (such as our client’s tax preparer, accountant, or estate planning attorney) to make sure that the client’s financial affairs are in order. Asset Management Services—JFA provides advisory services, acting on behalf of clients in relation to the acquisition and management of investments held in accounts managed by JFA. Most client assets are held by our custodian, National Financial Services, LLC. Transactions are executed through our broker- dealer, Osaic. Our asset management services are provided on a discretionary basis, meaning that JFA has the authority to make investment decisions and execute transactions on behalf of the client without seeking prior client consent for each individual transaction. Advisory Services Tailored to Individual Needs of Clients At JFA, we provide services designed to meet the unique needs and goals of each client. We believe that, for most investors, a diversified investment strategy—allocating assets across various market sectors—is more prudent than attempting to pick individual stocks or time the market. This strategy, known as "asset allocation," helps manage risk and optimize returns over the long term. For further details on JFA's investment strategies, please refer to Item 8 – Methods of Analysis, Investment Strategies, and Risk of Loss. The assets managed by JFA are primarily invested in mutual funds, exchange-traded funds (ETFs), and as needed - individual stocks and bonds. To determine each client's investment objectives and suitability, we engage in one-on-one consultations, utilizing interviews and questionnaires to assess their specific financial goals, risk tolerance, and time horizon. 4 Johnson Financial Advisors Disclosure Brochure  Client Assets Managed by JFA As of December 31, 2024, JFA provides advisory services for $242,602,861 in investment assets. These assets are managed on a discretionary basis. 5 Johnson Financial Advisors Disclosure Brochure  Item 5 – Fees and Compensation In addition to the information provided in Item 4 – Advisory Business, this section provides details regarding our firm’s advisory services along with descriptions of each service’s fees and compensation arrangements. The fees charged may be higher or lower than the cost of similar services offered through other registered investment advisors. Financial Planning Fees Clients who engage JFA for financial planning services are charged a flat fee, which is negotiable and agreed upon prior to the commencement of services. During an initial consultation, JFA will provide a written quote for the development of the financial plan. The fee for financial planning services ranges from a minimum of $600 to a maximum of $8,000, depending on the nature and complexity of the services required, as well as the estimated number of hours needed to complete the requested financial plan. In addition to the initial financial planning fee, fees for annual reviews and updates to the financial plan will be quoted in advance. Payment Terms and Refund Policy Financial planning fees are due upon the client's signing of a contract for services. Clients may terminate the agreement in writing, without penalty, within five (5) business days of executing the agreement. If JFA fails to deliver the financial plan within 60 days (or within any other mutually agreed-upon timeframe), JFA will refund the financial planning fees. At no time will fees of more than $1,200 be charged more than six months in advance. Asset Management Fees: For the majority of client accounts, JFA serves as the portfolio manager and will select investments based on the client’s financial goals, risk tolerance, and time horizon. JFA generally invests the client’s assets in mutual funds and/or exchange traded funds (ETFs). Less frequently, we may select individual stocks and bonds, or variable annuities. The fee for asset management services provided by JFA is negotiable and will be determined on an individual basis with each client, with a maximum annual fee of 2.25%. A portion of the annual management fee is retained by our broker-dealer, Osaic. Fees are charged on a monthly or quarterly basis as per the account agreement. Upon termination of an account, any pre-paid, unearned management fees will be calculated and promptly refunded based upon the number of days remaining in the month after the termination date. In addition to the fee described above, clients using our asset management services may incur custodian and mutual fund fees, or ticket charges on some transactions. Any such fees will be disclosed to the client on the monthly brokerage statements received by the client from the custodian, National Financial Services (NFS). New clients wishing to use JFA’s asset management services are generally required to have a minimum of $250,000 in investable assets. However, JFA reserves the right to waive this minimum threshold on a case-by-case basis. Third-party Money Managers 6 Johnson Financial Advisors Disclosure Brochure  JFA does not currently use third-party money managers for new client accounts. However, JFA maintains a small number of previously established accounts managed by third-party money managers through a wrap-fee program, which is approved by our broker-dealer, Osaic. In a wrap-fee program, most brokerage transactions are incorporated into the management fee, providing clients with a consolidated fee structure. JFA acknowledges that the compensation received for recommending one third-party money manager over another may vary. This creates a potential conflict of interest, as JFA could have a financial incentive to recommend one manager over another. However, it is JFA's policy that the selection of third-party money managers is based solely on the individual needs, goals, and objectives of the client. Clients will be provided with a full description of Osaic's wrap-fee programs, including associated fees, charges, termination procedures, and any expenses not included in the wrap fee, via Osaic's Form ADV Part 2A Disclosure Brochure. These documents will be delivered to clients prior to or at the time their wrap-fee program account is established. No Guarantees JFA makes no guarantees that the client’s financial goals or objectives will be achieved by us or by a third- party money manager. Further, no guarantees of performance can ever be offered by us. Additional Compensation If clients choose to implement JFA’s recommendations, then our personnel will receive commissions from the purchase or sale of securities, insurance, or annuities in their separate capacities as registered representatives of OSAIC and/or an insurance agent. This presents a conflict of interest in that it gives JFA’s personnel an incentive to recommend investment products based on the compensation received, rather than based on a client’s needs. JFA’s policy is to put the client’s interest ahead of the interest of its personnel. JFA does not receive any 12b-1 fees on advisory accounts. If OSAIC receives any 12b-1 fees on advisory accounts, those fees are immediately reimbursed back to the client account. For non-advisory accounts, depending on the client’s goals, our associated persons may recommend investments in mutual fund products. Load and no-load mutual funds pay annual distribution charges sometimes referred to as 12b-1 fees to the broker representative who sells them. If you have a brokerage account that is not associated with an advisory account at JFA, then it is not an account with JFA notwithstanding that one of our associated persons is identified as the OSAIC representative for that brokerage account, in their separate capacities as representatives of OSAIC. These accounts are OSAIC accounts and are governed by the brokerage firm’s agreements and disclosures, and not JFA’s agreements or disclosures. Any additional compensation these accounts generate to the registered representatives will be disclosed by the brokerage firm and its forms. 7 Johnson Financial Advisors Disclosure Brochure  Item 6 – Performance-Based Fees and Side-By-Side Management JFA does not charge or accept performance-based fees. 8 Johnson Financial Advisors Disclosure Brochure  Item 7 – Types of Clients JFA generally provides investment advice to the following types of clients: Individuals ➢ ➢ High-Net Worth Individuals ➢ Trusts, estates, or charitable organizations 9 Johnson Financial Advisors Disclosure Brochure  Item 8 – Methods of Analysis, Investment Strategies and Risk of Loss JFA has different minimum investment amounts generally required depending on the type of advisory services a client requests; minimum account sizes are provided in Item 5 under the descriptions of the various advisory-service programs and their related fees. Methods of Analysis JFA uses a variety of methods for analyzing assets and formulating investment advice including the following: Cyclical. Analyzes the investments sensitive to business cycles and whose performance is strongly tied to the overall economy. For example, cyclical companies tend to make products or provide services that are in lower demand during downturns in the economy and higher demand during upswings. Examples include the automobile, steel, and housing industries. The stock price of a cyclical company will often rise just before an economic upturn begins, and fall just before a downturn begins. Fundamental. Fundamental analysts attempt to study everything that can affect the security's value, including macroeconomic factors (like the overall economy and industry conditions) and individually specific factors (like the financial condition and management of companies). The end goal of performing fundamental analysis is to produce a value that an investor can compare with the security's current price in hopes of figuring out what sort of position to take with that security (underpriced = buy, overpriced = sell or short). Fundamental analysis is about using real data to evaluate a security's value. Technical. A method of evaluating securities by analyzing statistics generated by market activity, such as past prices and volume. Technical analysts do not attempt to measure a security's intrinsic value, but instead use charts and other tools to identify patterns that can suggest future activity. Technical analysts believe that the historical performance of stocks and markets are indications of future performance. Investment Strategies JFA generally uses long-term investment strategies when managing client assets and/or providing investment advice. To this end, our recommended investment time frames are generally three to five years. However, changes within the portfolio will be made as needed. Diversification is recommended to help reduce risk. Risk of Loss Investing in securities (including stocks, mutual funds, and bonds) involves risk of loss. Past performance is not indicative of future results. Therefore, clients should never assume that future performance of any specific investment or investment strategy will be profitable. Further, different types of investments carry varying degrees of risk. Clients should be prepared to bear investment loss including loss of original principal. Because of the inherent risk of loss associated with investing, our firm is unable to represent, guarantee, or even imply that our services and methods of analysis can or will predict future results, successfully identify market tops or bottoms, or insulate clients from losses due to market corrections or declines. Some of the material risks associated with our investment strategies are: 10 Johnson Financial Advisors Disclosure Brochure  ➢ Market Risk. Either the stock market as a whole, or the value of an individual company, goes down resulting in a decrease in the value of client investments. This risk effects most publically traded assets, like corporate bonds, municipal bonds, mutual fund shares, and other assets. This is also referred to as systemic risk. ➢ Equity (stock) Market Risk. Common stocks are susceptible to general stock market fluctuations and to volatile increases and decreases in value as market confidence in and perceptions of their issuers change. If clients held common stock, or common stock equivalents, of any given issuer, they would generally be exposed to greater risk than if they held preferred stocks and debt obligations of the issuer. ➢ Company Risk. When investing in stock positions, there is always a certain level of company or industry specific risk that is inherent in each investment. This is also referred to as unsystematic risk and can be reduced through appropriate diversification. There is the risk that the company will perform poorly or have its value reduced based on factors specific to the company or its industry. For example, if a company’s employees go on strike or the company receives unfavorable media attention for its actions, the value of the company may be reduced. ➢ Fixed Income Risk. When investing in bonds, there is the risk that issuer will default on the bond and be unable to make payments. Further, individuals who depend on set amounts of periodically paid income face the risk that inflation will erode their spending power. Fixed-income investors receive set, regular payments that face the same inflation risk. ➢ ETF and Mutual Fund Risk. When investing in an ETF or mutual fund, clients will bear additional expenses based on their pro rata share of the ETF’s or mutual fund’s operating expenses, including the potential duplication of management fees. The risk of owning an ETF or mutual fund generally reflects the risks of owning the underlying securities the ETF or mutual fund holds. Clients will also incur brokerage costs when purchasing ETFs. ➢ Management Risk. Clients’ investment with our firm varies with the success and failure of our investment strategies, research, analysis and determination of portfolio securities. If our investment strategies do not produce the expected returns, the value of the investment will decrease. ➢ Risk of Default. When investing in annuities, life insurance products, commercial paper, debt instruments (bonds), or equities (stocks) there is a risk that the companies or entities issuing or selling those assets will go into default or otherwise not pay as required. While diversification may reduce this risk, it cannot be fully eliminated. 11 Johnson Financial Advisors Disclosure Brochure  Item 9 – Disciplinary Information There are no disciplinary events to disclose. 12 Johnson Financial Advisors Disclosure Brochure  Item 10 – Other Financial Industry Activities and Affiliations Brokerage Activities Phil Johnson, President of JFA, and Marcus Johnson, Vice-President, are engaged in professions other than giving investment advice. They sell securities and insurance products to clients for commissions. Phil Johnson is a Registered Principal and Marcus Johnson is a Registered Representative with Osaic, Inc. (“OSAIC”), a full-service broker-dealer based in Scottsdale, Arizona, member FINRA/SIPC. Through OSAIC, Phil and Marcus Johnson deal primarily with mutual funds and EFTs. They are permitted to also transact business in listed or OTC stocks cleared by OSAIC pursuant to a clearing arrangement established with NFS. When placing securities transactions through OSAIC in this capacity, they earn sales commissions in non-advisory accounts. (See Item 5 – Fees and Compensation) Insurance Sales Phil Johnson and Marcus Johnson are licensed to sell annuities and life and health insurance with various companies for commissions. These insurance products are independent of the other services they provide and represent only 1% of their professional time and compensation. Because Phil Johnson and Marcus Johnson receive commissions for those sales, they have a financial incentive to recommend such transactions, which constitutes a conflict of interest. Third-Party Advisors As described in Item 4 – Advisory Business and Item 5 – Fees and Compensation, JFA has formed relationships with independent, third-party money managers that it sometimes recommends to clients. When we refer clients to a third-party money manager, we receive a portion of the management fee charged by the third-party money manager. Therefore, we have a conflict of interest in that we will only recommend third-party money managers that agree to compensate JFA by paying us a portion of the management fees. Other Affiliations JFA has no other affiliations or material relationships with related persons. 13 Johnson Financial Advisors Disclosure Brochure  Item 11 – Code of Ethics, Participation in Client Transactions and Personal Trading Code of Ethics Summary JFA has a Code of Ethics that enforces policies designed to avoid the misuse of material nonpublic information. We (or our personnel) buy or sell securities or have an interest or position in a security for our personal accounts that we also recommend to clients. As these situations represent a conflict of interest, it is our policy that no advisory representative shall prefer his own interest to that of the advisory client. Supervised persons may not trade ahead of any client or trade in a way that would cause the supervised person to obtain a better price than the price a client would obtain. All associated persons and employees are required to disclose all holdings and trading activities, which are reviewed on a regular basis by the principal of the firm. A copy of our Code of Ethics is available to current clients upon request. Privacy Policy Statement We are committed to safeguarding the confidential information of our clients. We hold all personal information provided to us in the strictest confidence. These records include all personal information that we collect from our clients or receive from other firms in connection with any of the financial services we provide. We also require other firms that we deal with to restrict the use of client information. Our Privacy Policy will be delivered to a client when our advisory services are engaged and can also be requested by our clients at any time. 14 Johnson Financial Advisors Disclosure Brochure  Item 12 – Brokerage Practices Best Execution All client transactions are effected through Osaic in Phil Johnson’s and Marcus Johnson’s separate capacities as registered principal and representative of OSAIC. OSAIC has a wide range of approved securities products for which OSAIC performs due diligence prior to selection. Our advisor representatives are required to adhere to these products when implementing securities transactions through OSAIC. Commissions charged for these products may be higher or lower than commissions clients may be able to obtain if transactions were implemented through another broker-dealer. Although JFA does not allow the use of other custodians or broker-dealers, it must still use reasonable diligence to make certain that best execution is obtained for clients when implementing any transactions. Best execution does not necessarily mean that clients receive the lowest possible commission costs but that the qualitative execution is best. In other words, JFA must make a reasonable determination that the conditions surrounding the transaction execution are in the best interests of clients. JFA exercises reasonable due diligence to make certain that best execution is obtained for all clients when implementing any client transaction by considering the back-office services, technology and pricing of services offered. JFA performs periodic reviews to determine that the relationship with OSAIC and NFS is still in the best interests of JFA’s clients. Soft Dollar JFA has not entered into any soft dollar agreements with any broker-dealer. Referral Relationships JFA has established relationships with investment advisors not affiliated with JFA, through which JFA considers advising clients to use other investment advisors’ management programs. When acting in this capacity, JFA receives a portion of the advisory fee paid by the client to the other investment advisors. Representatives of JFA are annually invited to attend educational conferences offered by Osaic at no (or at a reduced) cost to the representative. This represents a conflict of interest in that JFA has an incentive to maintain a relationship with Osaic. Block Trading Policy Transactions implemented by JFA for client accounts are effected independently. However, under circumstances disclosed by OSAIC it combines multiple clients’ orders into a single order for execution. This process is referred to as “aggregating” orders. Clients should review their brokerage agreement with OSAIC and its public disclosures for more information regarding how, and under what circumstances, OSAIC aggregates orders and how it allocates the purchase or sale of aggregated orders. 15 Johnson Financial Advisors Disclosure Brochure  Item 13 – Review of Accounts Account Reviews and Reviewers Accounts managed on a discretionary basis by JFA are reviewed periodically, no less than quarterly, by the President or Vice President of JFA to ensure that they align with the client’s investment objectives. For financial planning clients whose accounts are not managed by JFA, we encourage them to have their financial plans updated annually or whenever there is a significant change in their financial or personal circumstances. Statements and Reports Clients will receive account statements at least quarterly from the investment company, broker-dealer, or clearing firm where their account is maintained. Clients should direct any inquiries or concerns regarding account reports or statements to either JFA or the account custodian, National Financial Services (NFS). Clients will also have direct online access to their accounts through NFS. If clients need assistance setting up their online accounts, they can contact our office for support. 16 Johnson Financial Advisors Disclosure Brochure  Item 14 – Client Referrals and Other Compensation “Google My Business” Referrals JFA participates in Google’s lead generation program through Google My Business (often referred to as Google Maps and Google Search). As part of this program, our firm may be designated as "Google Screened," a status that indicates we have passed certain background checks and qualifications required by Google. We pay Google for advertisements to promote our services and are charged when a potential client reaches out to us after finding our firm through Google My Business. These leads are typically generated through Google Search or Google Maps, where we may appear in search results or the local listings. While we strive to provide objective, best-interest advice to our clients, we want to disclose that we are financially involved in generating these leads through Google’s paid advertising platform. This may influence the visibility of our firm to potential clients who are searching for financial advisory services. If you have any questions regarding our participation in Google’s lead generation program, or how we acquire clients, please feel free to contact us directly. “Ramsey Solutions” Referrals JFA has entered into a referral arrangement with The Lampo Group, LLC (dba Ramsey Solutions or “RS”), whereby RS refers potential clients to JFA. Under this agreement, JFA pays RS a one-time training fee and ongoing monthly fees for client referrals. When an individual is soliciting an advisor thru RS, they will be given the names, locations and contact information of five different advisors who are participating in the referral program. Those same five advisors receive the contact information of the individual from RS. It is left to the discretion of the advisor whether they will make contact with the individual. Ultimately, it is the individual’s decision to evaluate the advisors that have been referred to them. Our firm pays a monthly subscription to RS regardless of whether a referred individual becomes a client. There may be a conflict of interest, as RS’s recommendation of JFA is not based solely on an objective assessment of JFA’s services but is influenced by financial compensation. Clients referred to JFA by RS do not pay higher fees for advisory services as a result of this arrangement. However, clients should independently evaluate whether JFA’s services meet their needs before engaging the Firm. 17 Johnson Financial Advisors Disclosure Brochure  Item 15 – Custody The custody of all client funds and securities will be maintained by NFS, insurance companies, or other qualified custodians. At no time will JFA act as custodian of clients’ accounts or have direct access to the client’s funds and/or securities. Clients will receive account statements from the qualified custodian(s) of their assets. We strongly encourage clients to compare account statements from JFA with those from their custodian(s) and report any potential discrepancies to us, or the custodian(s) promptly. Under clients’ account agreements they direct OSAIC to calculate the advisory fees due to JFA and deliver fee deduction instructions to the account custodian. In the event that the custodian does not deduct fees from a client’s account, JFA will send the client an invoice itemizing JFA’s advisory fee monthly or quarterly as per the account agreement. 18 Johnson Financial Advisors Disclosure Brochure  Item 16 – Investment Discretion Clients generally grant JFA discretionary authority in writing in their advisory agreement. Upon receiving written authorization from the client, JFA will manage the client’s assets on a discretionary basis through the asset management services, wrap-fee management services, or outside money managers services described more fully above, in Item 4. Clients may place reasonable limitations on the discretionary power granted to our firm so long as the limitations are specifically set forth in, or included as an attachment to, the advisory agreement. Clients may, for example, place reasonable restrictions on the types of investments that may be purchased in their account. 19 Johnson Financial Advisors Disclosure Brochure  Item 17 – Voting Client Securities JFA and its associated persons will not vote proxies on behalf of clients. Clients are instructed to read through the information provided with the proxy document and make a determination based on the information provided. Clients will be solely responsible for all proxy voting decisions. 20 Johnson Financial Advisors Disclosure Brochure  Item 18 – Financial Information JFA does not require or solicit prepayment of more than $1,200 in fees per client, six months or more in advance. 21 Johnson Financial Advisors Disclosure Brochure