Prentiss Smith & Company, Inc.

Prentiss Smith & Company 950 Western Avenue, Brattleboro, VT 05301 1 (800) 223-7851 www.prentiss-smith.com Form ADV Part 2A / Brochure December 31, 2025 This brochure provides information about the qualifications and business practices of Prentiss Smith & Company, Inc. If you have any questions about the contents of this brochure, please contact us at 1 (800) 223-7851 and/or info@prentiss-smith.com. 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. Our Brochure may be requested by contacting us at 1 (800) 223-7851 or info@prentiss-smith.com. Our brochure is also available on our website, www.prentiss-smith.com. Prentiss Smith and Co. is a registered investment adviser. Registration of an investment adviser does not imply any level of skill or training. The oral and written communications of an Adviser provide you with information to help you determine whether to hire or retain an adviser. Additional information about Prentiss Smith and Company is also available on the SEC’s website www.adviserinfo.sec.gov. The SEC’s website also provides information about any persons affiliated with Prentiss Smith and Company who are registered, or are required to be registered, as investment adviser representatives of Prentiss Smith and Company.  Prentiss Smith & Company, Inc. | ADV Part 2A / 2025 Brochure, Page 2 Item 2: Material Changes There have been no material changes since our dissemination of our ADV as of December 31, 2024.  Prentiss Smith & Company, Inc. | ADV Part 2A / 2025 Brochure, Page 3 Item 3: Table of Contents Item Page Number Item 1: Cover Page 1 Item 2: Material Changes 2 Item 3: Table of Contents 3 Item 4: Advisory Business 4 Item 5: Fees and Compensation 4 Item 6: Performance-Based Fees and Side-By-Side Management 5 Item 7: Types of Clients 5 Item 8: Methods of Analysis, Investment Strategies, and Risk of Loss 5 Item 9: Disciplinary Information 7 Item 10: Other Financial Industry Activities and Affiliations 7 7 Item 11: Code of Ethics, Participation or Interest in Client Transactions, and Personal Trading Item 12: Brokerage Practices 8 Item 13: Review of Accounts 9 Item 14: Client Referrals and Other Compensation 10 Item 15: Custody 10 Item 16: Investment Discretion 10 Item 17: Voting Client Securities 10 Item 18: Financial Information 10  Prentiss Smith & Company, Inc. | ADV Part 2A / 2025 Brochure, Page 4 Item 4: Advisory Business Prentiss Smith and Company, Inc. was founded in 1982 by Prentiss C. Smith and incorporated in 1984 in Brattleboro, Vermont. The firm is 98% owned by Prentiss C. Smith and his immediate family, with 2% ownership by other individuals. Prentiss Smith & Co. Inc. provides investment management services primarily for Individuals and endowment funds. We endeavor to fulfill client investment objectives by our intense focus on capital preservation, followed by capital appreciation through a GARP (growth at a reasonable price) investment style, and finally, the value-added service of reviewing the societal effects of pertinent products and company policies. Although Prentiss Smith and Company has discretion over the buying and selling of client securities, in certain instances clients may place restrictions on the sale of specific securities in their account as well as the purchase of securities in certain industries. These limitations will have an effect on the performance of the account. Prentiss Smith and Company currently does not provide portfolio management services to any accounts enrolled in a wrap fee program with their broker. As of 12/31/2025 we managed $447.13 million on a discretionary basis and $5.91 million on a non-discretionary basis. Item 5: Fees and Compensation The fee charged for investment advisory services is a percentage of the assets under management. The fee is deducted from the account, or we will bill the client directly if that is the client’s preference. The standard account fee schedule is 0.75% per annum on amounts up to $5 million; 0.65% on the next $5 million; and 0.55% on assets over $10 million. Each client’s fee arrangement is contained in a written agreement with Prentiss Smith & Co., signed by the client. Fees are negotiable; no ranges for negotiation have been established. The fee is payable in advance, every three months, based on the account value at the end of the previous calendar quarter. The per annum rate is divided by four, then applied to the market value to arrive at the quarterly assessment. The calculation of the initial fee commences with our receipt of assets to manage, unless an alternate arrangement is made. Fee calculation details are sent to the client along with our quarterly report. Accounts initiated or terminated during a calendar quarter will be charged a prorated fee. The contract can be terminated at any time by written or verbal notice from either the client or the advisor. The quarterly fee paid is refunded on a prorated basis upon termination of the contract. In addition to our management fees, clients may be charged a brokerage commission on trades executed (please refer to Item 12 of this brochure Brokerage Practices) and may also be  Prentiss Smith & Company, Inc. | ADV Part 2A / 2025 Brochure, Page 5 charged a custodial fee by their non-broker custodian. Where diversification would prove difficult due to account size, we may purchase mutual funds for clients. Occasionally, clients bring mutual fund shares previously purchased into their accounts. Our management fee is based on the entire market value of the account, which would include mutual fund shares. Since clients already pay a management fee to the mutual fund company, our additional fee results in clients paying two management fees on the mutual fund holdings. No employees of Prentiss Smith and Company receive compensation for the sale of securities or other investment products. Item 6: Performance Based Fees and Side-by-Side Management We do not assess any management fees based on account performance. Item 7: Types of Clients Prentiss Smith and Company provides investment management services to Individuals, Trusts, Estates, Charitable Organizations, and Corporations. The minimum beginning account value is $250,000.00. This minimum may be waived on new accounts referred by current clients. Item 8 (a): Methods of Analysis and Investment Strategies We view our investment style as a long-term, GARP (growth at a reasonable price) approach that is often contrarian in nature. In general terms, we see the pricing of stocks as a constant struggle between the fundamental math underlying stock values and the shifting of investor psychology. We typically buy stocks when the share price has fallen, volume is subdued, and investor psychology has turned negative toward particular companies. Conversely, we reduce positions when the share price runs well ahead of progress at a given company. The investment process begins with a quantitative approach that measures the relative valuation of a company against peers and its own growth profile. This produces a list of candidates for investment that we analyze further. We then consider the market position of the underlying company, its balance sheet, free cash flow, and strategy for deployment of cash flow, economic sensitivity of the business, exposure to interest rate fluctuations, and management’s ability and integrity. If we do not find anything within our research that contradicts or undermines the quantitative signal, we consider the stock for purchase. We believe that a company’s long-term success is linked to a positive relationship between the company and its customers, employees, community, and the environment. While we look at the societal effects of companies, we do not buy shares in companies strictly because of their positive social attributes. The prospect of capital appreciation and dividends that contribute to meeting the financial objectives of clients has to be likely before we will buy the shares in any company.  Prentiss Smith & Company, Inc. | ADV Part 2A / 2025 Brochure, Page 6 When making fixed income investments, the objective is to produce a return for clients that exceeds inflation on an after-tax basis. We have employed a number of strategies, including inflation-indexed treasury bonds, government agency notes, high-grade municipal bonds, foreign government bonds, and investment-grade corporate bonds, to achieve this goal. There are times when we hold substantial portions of cash or short- term treasury bills in accounts, when we cannot satisfy the investment objective above without, what we believe to be, excessive duration and interest-rate risk in the portfolio. To the extent that we buy corporate bonds, these investments are screened on the same points as equity investments. Finally, we employ two investment strategies for our clients: a total return approach that incorporates a mix of fixed income and equity investments with broad discretion granted to us over asset allocation, and a relative return approach that maintains strict asset allocations at the instruction of the client and references a specific benchmark. Item 8 (b): Risk Disclosure Investing in securities involves risk of loss that clients should be prepared to bear. Any security, and by extension, any investment portfolio, can decline in value. Equity securities are exposed to both general market risk and specific investment risk. The price of a stock is often affected by fluctuations in the broader market and this volatility can result in significant investment loss. Additionally, a particular investment may decline in value, irrespective of the general stock market, if a company fails to meet investor expectations over a given time frame. Our particular investment style, which is a long-term, GARP (growth at a reasonable price) approach often contrarian in nature, is our attempt to control some of these risks, while maximizing returns. Fixed-income securities are predominantly exposed to credit risk and interest rate risk. Bonds carry a risk of default, in which an issuer is unable or unwilling to make payments on interest or principal. Additionally, the threat of default will often result in a downgrade by a credit agency. Either event will result in a likely loss for the bondholder. Interest rate risk occurs in a rising interest rate environment, which leads to a decline in the market value of existing (previously issued) bonds. The magnitude of the decline is correlated with the length of the bond maturity, with longer-dated bonds losing more value. Finally, a bond investor may face inflation risk, call risk, prepayment risk, and liquidity risk, depending upon the nature of the fixed income security.  Prentiss Smith & Company, Inc. | ADV Part 2A / 2025 Brochure, Page 7 Item 9: Disciplinary Information There have been no incidents of criminal or civil action, administrative proceedings before the SEC, or any SRO proceedings against our firm or any personnel, management, or otherwise. Item 10: Other Financial Industry Activities and Affiliations Prentiss Smith and Company has no affiliations or arrangements with any financial industry organizations. Our management personnel are registered only as representatives of our firm. Our firm and our management personnel do not receive compensation, directly or indirectly, from any financial industry organization. Item 11: Code of Ethics, Participation or Interest in Client Transactions, and Personal Trading All supervised persons, defined herein as partners, officers, directors, and employees of Prentiss Smith and Company, are required to abide by a standard of conduct that respects the fiduciary obligation that we have to our clients and complies with all federal and state securities laws. Prentiss Smith and Company will not condone any behavior that is, or could be construed to be, unethical, dishonest, or illegal. Employees may not serve as director of a publicly traded company without prior approval of Prentiss R. Smith. All non-public information about PS&Co’s clients will be held in the strictest confidence by all supervised persons. A copy of our Code of Ethics is available upon request. Prentiss Smith & Company household accounts, which include employees as well as spouses, children, and partners of employees sharing the same household, may from time to time buy, sell, or hold positions in various securities in which clients may also have a financial interest. Securities trades entered for household accounts are either entered after all client trades in said security have been completed, or in certain cases (primarily bond buys) are aggregated and entered simultaneously with the client block trade. If a trade is partially filled, household accounts will not receive any shares of stock or units of bonds from such an aggregated trade. All trades, including IPO participation, done outside the trading desk by employees or those living in their households, must receive pre-approval from the Company President, Chief Compliance Officer, or their designee, prior to placement of said trades, and trade must be executed by the end of the trading day following the day the approval is given. Additionally, all trades done outside the trading desk must be reported to the trading desk within 10 days after the end of the quarter and will be reviewed by the CCO and Prentiss R. Smith to ensure compliance. All employees and members of their households are required to submit complete reports of all of their outside securities holdings. This report must be received by the CCO at the time of hire, and annually thereafter, to be received by the CCO not more than 30 days following the end of the calendar year.  Prentiss Smith & Company, Inc. | ADV Part 2A / 2025 Brochure, Page 8 Employees are strictly forbidden to make either a buy or a sell trade based on insider information. Insider information is deemed to be information that could have a material impact on a company and its stock price, and is not generally known by the public. In the event employees become privy to insider information, they must report this information to Prentiss R. Smith, President, immediately and must not disclose this information to any other person. Item 12: Brokerage Practices Prentiss Smith & Company is independently owned and not affiliated with any broker-dealer. When recommending a broker-dealer for a client’s assets, we consider whether the broker- dealer charges commissions on trades, our ability to aggregate trades, best execution of client trades, our ability to buy securities from firms other than the broker-dealer and have them delivered to the client’s accounts (called a trade-away), volume discounts, and operational services, such as web access and online banking. We do not participate in any soft dollar arrangements with broker-dealers or custodians. When considering new brokerage relationships, we consider all aspects of brokerage firm services, including its information technology and reporting systems, its ability to execute orders in a timely fashion, the trading ability of its traders or brokers, availability of its personnel, particularly during periods of heavy market activity, and its back-office capabilities. We try to obtain brokerage services that we deem valuable to our management of client accounts. At this time, the majority of our clients trade with brokers that no longer charge any trade commission. All remaining broker relationships with commission-charging brokers are client- directed broker relationships. Directed brokerage relationships may occur if a client requests to work with a specific firm, usually one with whom they have an established relationship. In those instances, all trades for that client would be placed with the requested broker. Directed brokerage relationships also occur in wrap account programs where all trades go through the brokerage firm sponsoring the wrap program. In cases of directed brokerage, clients should be aware that our ability to negotiate lower commissions, aggregate trades, achieve best trade execution, have access to certain securities (in particular certain bonds), receive certain services, or get volume discounts for clients, may be limited or compromised by such directed brokerage relationships. Advisor aggregates trades for clients when practicable. Our policy governing the allocation of aggregated trades (also referred to as block trades) is as follows: if a block order is fully executed the allocation of shares will conform to the client allocation sheet drawn up before the trade was entered. All clients trading through the same broker will receive the same average price if the trade is executed at different price points. If a block order is partially executed the shares will be divided amongst clients so that each client receives a meaningful  Prentiss Smith & Company, Inc. | ADV Part 2A / 2025 Brochure, Page 9 part of the intended allocation. In those cases where the amount of shares purchased or sold is too small to be divided into meaningful lots, the shares will be allocated to clients based on their portfolio structure and investment objectives. If all portfolio factors are equal the shares in a partially filled order will be rotated among clients in an equitable manner. From time to time, we may purchase a security from a broker other than the custodial broker and transfer this purchase into a client’s account. This is called a trade-away and is done when the custodial broker is unable to obtain a particular security (usually a bond) that we feel is important to the structure of the client’s account. There is typically a nominal cost for this service. Item 13: Review of Accounts The members of the team that review accounts are Prentiss R. Smith, President and portfolio strategist; Frederick Brubaker, Senior Research Analyst; Prentiss C. Smith, Senior Advisor; and Penny Kaufman, Director of Client Relations. Prentiss R. Smith, Frederick Brubaker and Prentiss C. Smith are responsible for researching equity and fixed income markets and determining the timing of stock and fixed income transactions. Members of the team analyze the structure of client portfolios and track the performance of accounts, bearing in mind the overall objective of each client. The final decisions to buy or sell positions are made by Prentiss R. Smith. Account reviews are conducted on a continuous basis as a function of our ongoing investment management process. Members of the team monitor accounts in response to shifting client objectives, evolving market conditions, and the impact of specific buy and sell transactions within the portfolio. Clients receive monthly position and transaction reports from their custodian, and quarterly portfolio evaluation reports from us. Our report shows the value of the account, security positions held, the percentage and dollar change from the cost of these positions, gains or losses taken during the year, and the performance record for the account while under the management of Prentiss Smith and Company, Inc. Our quarterly reports to clients also state the advisory fee the client paid to us, other expenses including the custodial fee, dividends and interest received, deposits and withdrawals made, and accrued interest that has accumulated on bond positions. In addition to the reports, the client receives trade confirmations from the executing broker. Item 14: Client Referrals Prentiss Smith and Company does not compensate any person for client referrals. Certain employees may be compensated based on client assets.  Prentiss Smith & Company, Inc. | ADV Part 2A / 2025 Brochure, Page 10 Item 15: Custody Although we do not have physical custody of client funds, we deduct management fees from the account. All of our clients’ custodians provide a monthly statement directly to the clients as well as providing us with one. We reconcile our system to the custodians’ statements monthly, noting, researching and correcting any discrepancies. Additionally, we provide a quarterly statement to the clients and we strongly urge our clients to compare the two separate statements that they receive. Item 16: Investment Discretion Prentiss Smith and Company exercises full discretion over the buying and selling of clients’ assets in a manner consistent with the stated investment objectives for the particular clients for which it advises. Clients must sign a Discretionary Trading Authorization when they enter into a management relationship with us. In certain instances, clients may place restrictions on specific securities in their account as well as prohibiting the purchase of securities within a certain industry or asset class. These limitations will have an effect on the performance of the account. Item 17: Voting Client Securities We vote all proxy ballots and corporate actions for clients who delegate this authority to us. From time to time, a client may request we vote a proxy in a particular way on their behalf and we will endeavor to satisfy this request, if possible. A copy of our policies and procedures relating to proxy voting is available upon request. A client may also request information as to how we have voted with respect to their securities by contacting us directly. Item 18: Financial Information As a Registered Investment Adviser, we are required to provide you with certain financial information or disclosures about our financial condition. We have no financial commitment that impairs our ability to meet contractual and fiduciary commitments to clients, and have not been the subject of a bankruptcy proceeding.