RANDOLPH CO INC

Form ADV Part 2A Brochure August 4, 2025 4200 Malsbary Road Cincinnati, OH 45242 Phone: (513) 891-7144 Fax: (513) 891-2018 Website: www.therandolphcompany.com This Brochure provides information about the qualifications and business practices of The Randolph Company. If you have any questions about the contents of this Brochure, please contact our Chief Compliance Officer at (513) 891-7144 or at carter@therandolphcompany.com. The information in this Brochure has not been approved or verified by the United States Securities and Exchange Commission or by any state securitiesauthority. Additional information about The Randolph Company is available on the SEC’s website at www.adviserinfo.sec.gov. The searchable IARD/CRD number for The Randolph Company is 104868. The Randolph Company is a registered investment advisor; however, being registered does not imply a certain level of skill or training. 1  Item 2. Material Changes The material changes to this Brochure since the last annual amendment date of February 19, 2025, are listed below. Material changes relate to The Randolph Company’s policies, practices or conflicts of interests. Any non- material changes made to this Brochure are not specified in this summary. We encourage you to read this Brochure in its entirety. • RCO has updated Item 5 of this Brochure to clarify details related to its fee calculation methodology. The final fee for each quarter will be prorated to reflect any deposits or withdrawals made during the quarter. Specifically, additions to or withdrawals from the account(s) will be prorated based on the number of days remaining in the quarter from the date of such transaction(s), and the fee will be adjusted accordingly. 2  Table of Contents Item # Description Page 1 Cover Page 1 2 Material Changes 2 3 Table of Contents 3 4 Advisory Business 4 5 Fees and Compensation 5 6 Performance-Based Fees and Side-by-Side Management 6 7 Types of Clients 6 8 Methods of Analysis, Investment Strategies, and Risk of Loss 6 9 Disciplinary Information 7 10 Other Financial Industry Activities and Affiliations 8 11 8 Code of Ethics, Participation or Interest in Client Transactions and Personal Trading 12 Brokerage Practices 9 13 Review of Accounts 9 14 Client Referrals and Other Compensation 10 15 Custody 11 16 Investment Discretion 11 17 Voting Client Securities 11 18 Financial Information 11 3  Item 4. Advisory Business The Randolph Company (“RCO”) is an investment advisory firm organized in 1996 that offers portfolio management to individuals, high net worth individuals and families, trusts, foundations and business entities. Carter F. Randolph has been an investment consultant for over 30 years, possesses a Ph.D. in Finance and has been the principal owner and President of RCO since 1996. RCO’s primary objective is to provide discretionary portfolio management to help clients pursue their unique goals, needs and risk tolerances. RCO invests primarily in equities, and depending upon clients’ needs, RCO may also invest accounts in exchange- traded funds (“ETFs”), mutual funds, bonds and/or other asset classes that have the potential to benefit the portfolio. RCO offers ongoing portfolio management services based on the individual goals, objectives, time horizon, and risk tolerance of each client. Portfolio management services include, but are not limited to, the following: regular portfolio monitoring, investment strategy, asset allocation, risk tolerance, personal investment policy and asset selection. RCO seeks to provide that investment decisions are made in accordance with the fiduciary duties owed to its accounts and without consideration of RCO’s economic, investment or other financial interests. Clients may impose restrictions on investing in certain types of securities by written notice to RCO. From time-to-time RCO may provide initial and/or ongoing financial planning and other financial consulting services, as and when requested by the client. If and when RCO agrees to provide these services, it is at no additional cost to the client. When we provide investment advice to you regarding your retirement plan account or individual retirement account, we are fiduciaries within the meaning of Title I of the Employee Retirement Income Security Act and/or the Internal Revenue Code, as applicable, which are laws governing retirement accounts. The way we make money creates some conflicts with your interests, so we operate under a special rule that requires us to act in your best interest and not put our interest ahead of yours. Under this special rule’s provisions, we must: • Meet a professional standard of care when making investment recommendations (give prudent advice); • Never put our financial interests ahead of yours when making recommendations (give loyal advice); • Avoid misleading statements about conflicts of interest, fees, and investments; • Follow policies and procedures designed to ensure that we give advice that is in your best interest; • Charge no more than is reasonable for our services; and • Give you basic information about conflicts of interest. As of December 31, 2024, RCO managed on a discretionary basis $914,470,360 of client assets and maintained non-discretionary client assets totaling $26,467,552. 4 | P a g e  Item 5. Fees and Compensation Fees for investment advisory services are based on the market value of securities in accounts managed by RCO on the last day of each calendar quarter -- March, June, September and December. The final fee for each quarter will be prorated to reflect any deposits or withdrawals made during the quarter. Specifically, additions to or withdrawals from the account(s) will be prorated based on the number of days remaining in the quarter from the date of such transaction(s), and the fee will be adjusted accordingly. RCO’s fees are calculated using the annual schedule below and are billed quarterly for the previous quarter: • • • .90% of the first $1,000,000 (.225% quarterly) .80% of the next $1,000,000 (.20% quarterly) .65% of ALL funds thereafter (.1625% quarterly) The minimum annual fee is $750.00 which may be waived at RCO’s discretion. Fees are automatically deducted from accounts by the end of the months of April, July, October and January. There are no prepaid fees. Fees for the initial quarter will be adjusted pro-rata based upon the number of calendar days in the quarter that the agreement is in effect. Client must pay for services rendered up until the date of termination. If the agreement is terminated prior to the end of a calendar quarter, the fee for the final quarter will be pro-rated accordingly. RCO retains discretion to negotiate alternative fees on a client-to-client basis. The client’s annual fee will be detailed within the Investment Advisory Agreement between each client and RCO. For example, any related accounts constitute a “household”. All household accounts aggregating more than $3,000,000 are subject to a negotiated fee. There may be additional brokerage expenses relating to trades. Small incidental fees (less than .002%) may be charged by the various exchange markets to cover the costs of supervising and regulating the markets. RCO may invest client accounts in exchange-traded funds (“ETFs”) and/or mutual funds. These types of investments may charge fees as disclosed in the respective fund’s prospectus. RCO does not receive a portion of these fees, nor does it receive any other compensation for the purchase or sale of securities or other investment products. There is a conflict of interest when an RCO employee makes a recommendation that a participant roll over assets from a retirement account into a new or existing account (e.g., rollover IRA) managed by RCO. The conflict of interest exists, because RCO may receive compensation (e.g., management fees) if the money is rolled over, but RCO will not receive compensation if the recommendation is not accepted. In some cases, RCO could have recommended that the participant leave his or her money in the plan, and, in that case, RCO would not be compensated for their advice. RCO will manage this conflict through a process designed to develop an informed recommendation in the best interest of the client and in accordance with new requirements set for the by the Department of Labor (“DOL”). 5 | P a g e  Item 6. Performance Based Fees and Side by Side Management RCO does not offer to manage investments with a fee based on capital gain or capital appreciation. The investment advisory management fee is based on the market value of securities in a client’s account on the last day of each calendar quarter. Item 7. Types of Clients RCO offers investment management to individuals, high net worth individuals and families, trusts, foundations and business entities. The required minimum balance to open an account is $1,000,000. This minimum may be waived at RCO’s discretion. Item 8. Methods of Analysis, Investment Strategies and Risk of Loss RCO’s investment strategy is focused on the purchase of high-quality companies at prices that represent good value along with low levels of debt; pay and grow dividends; and are leaders in their industry. RCO’s security screening process incorporates fundamental and technical analyses. Fundamental analysis involves analyzing a company’s financial statements to determine the fair value of the business as compared to its market value. RCO also reviews management’s experience and performance and the company’s outlook within its industry. Technical analysis is utilized by RCO to forecast a company’s future financial price movements based on reviews of past price movements. RCO tends to be a value investor and does not chase momentum trends or invest in high valuation stocks. A high valuation would be an investment that is priced at a level that we believe overstates the future potential for the investment. RCO achieves diversification within the portfolio by considering correlations between assets and exposure to different sectors of the S&P 500. Ongoing due diligence and monitoring of securities are conducted on a regular basis. The Investment Committee meets regularly to review macroeconomic news, portfolio strategy, sector weights, portfolio holdings and other topics. RCO invests primarily in equities, and depending upon clients’ needs, RCO may also invest accounts in exchange- traded funds (“ETFs”), mutual funds, bonds and/or other asset classes that have the potential to benefit the portfolio. As an active investment manager, RCO’s investment approach is fluid and is subject to adjustments based on changing economic conditions. Any adjustment to RCO’s investment approach is first carefully considered by the Investment Committee, and, if implemented, is designed to align with our clients’ best interests. Risk of Loss: All investments bear event risk which is specific to the company issuing the security and systemic risk where events impact the entire economy. RCO attempts to mitigate risk through investment selection and diversification. No matter how RCO invests a client’s portfolio, the fact remains that investing is risky, and loss of principal is possible. 6 | P a g e  Equity investment generally refers to buying shares of stocks in return for receiving a future payment of dividends and capital gains if the value of the stock increases. The value of equity securities may fluctuate in response to specific situations for each company, industry market conditions and general economic environments. Exchange Traded Funds (ETFs): An ETF is an investment fund traded on stock exchanges, similar to stocks. Investing in ETFs carries the risk of capital loss (sometimes up to a 100% loss in the case of a stock holding bankruptcy). Areas of concern include the lack of transparency in products and increasing complexity, conflicts of interest and the possibility of inadequate regulatory compliance. Because ETFs use "authorized participants" (APs) as agents to facilitate creations or redemptions (primary market), there is a risk that an AP decides to no longer participate for a particular ETF; however, that risk is mitigated by the fact that other APs can step in to fill the vacancy of the withdrawing AP [an ETF typically has multiple APs] and ETF transactions predominantly take place in the secondary market without need for an AP. Like other liquid securities, ETF pricing changes throughout the trading day and there can be no guarantee that an ETF is purchased at the optimal time in terms of market movements. Moreover, due to market fluctuations, ETF brokerage costs, differing demand and characteristics of underlying securities, and other factors, the price of an ETF can be lower that the aggregate market price of its cash and component individual securities (net asset value – NAV). An ETF is subject to the same market risks as those of its underlying individual securities, and also has internal expenses that can lower investment returns. Mutual Funds: Investing in mutual funds carries the risk of capital loss and thus you may lose money investing in mutual funds. All mutual funds have costs that lower investment returns. The funds can be of bond (fixed income) nature or stock (equity) nature, or a mix of multiple underlying security types. Fixed Income investments generally pay a return on a fixed schedule, though the amount of the payments can vary. This includes corporate and government debt securities, leveraged loans, high yield, and investment grade debt and structured products, such as mortgage and other asset-backed securities, although individual bonds may be the best-known type of fixed income security. In general, the fixed income market is volatile, and fixed income securities carry significant interest rate risk. (As interest rates rise, bond prices usually fall, and vice versa. This effect is usually more pronounced for longer-term securities.) Fixed income securities also carry inflation risk, liquidity risk, call risk and credit and default risks for both issuers and counterparties. The risk of default on treasury inflation protected/inflation linked bonds is dependent upon the U.S. Treasury defaulting, but these bonds still carry a risk of losing share price value. Risks of investing in foreign fixed income securities also include the general risks inherent in non-U.S. investing. Past performance is not indicative of future results. Investing in securities involves a risk of loss that you, as a client, should be prepared to bear. Item 9. Disciplinary Information There are no criminal or civil actions, administrative proceedings, or self-regulatory proceedings to report. 7 | P a g e  Item 10. Other Financial Industry Activities and Affiliations RCO has no material relationships or arrangements with any individuals or entities to report hereunder. RCO does not recommend or select other investment advisers for its clients. Item 11. Code of Ethics, Participation or Interest in Client Transactions and Personal Trading Supervised persons of RCO recognize their fiduciary duty to clients as well as their duty to comply with federal and state securities laws and all other applicable laws. RCO’s employees, through its Code of Ethics and Professional Conduct document, adhere to certain principles and obligations to ensure the interests of the client is RCO’s number one priority. Our Code of Ethics and Professional Conduct document is available to any current or prospective client upon request to carter@therandolphcompany.com or (513) 891-7144. RCO’s employees may buy or sell securities for their own accounts that are recommended to clients or are already held in clients’ accounts. RCO manages portfolios for employees and their family members. A conflict of interest could arise when securities are purchased or sold in employee and family accounts that are the same securities being purchased or sold in client accounts. The employee and/or a family member’s account may get a better security price than the client when trading the same security. To assist in avoiding a conflict of interest, RCO’s Code of Ethics and Professional Conduct document requires employees to: (1) obtain authority from the Chief Compliance Officer or designee prior to engaging in certain personal securities transactions such as IPOs or private placements; (2) report personal securities transactions on at least a quarterly basis; and (3) submit a Holdings Report detailing all securities over which the employee has a direct or indirect beneficial interest. An initial Holdings Report is due within 10 days of beginning employment with RCO, and an annual Holdings Report must be submitted thereafter. In addition, employees must arrange to have account statements,at least quarterly, and transactional confirmations sent directly to the Chief Compliance Officer or designee. Employee trades are reviewed by the Compliance Officer at least quarterly. Any violations to the Code of Ethicsand Professional Conduct document are reported to and handled by the Chief Compliance Officer. RCO also attempts to avoid potential conflicts of interest when trading in its managed accounts, including those for employees and family, by primarily aggregating trades. Securities are purchased or sold in a block account and then allocated to each participating managed account once the trade is complete. The aggregation is designed to promote fairness among managed accounts with regard to execution and price. Each participating account will receive the average execution price. Partial fills of a purchase or a sale will be allocated first on a pro-rata basis to client accounts not associated with employees or their family members. RCO will not disclose non-public client information. You can request a copy of the firm's Code of Ethics by contacting its Chief Compliance Officer, Carter Fitz Randolph at (513) 891-7144. 8 | P a g e  Item 12. Brokerage Practices Selection of a Broker: RCO selects the broker-dealer and custodian for its clients and therefore does not permit the client to direct brokerage. The broker-dealer is evaluated on its financial condition, commission rates, best execution capability and responsiveness. In particular, RCO considers the broker-dealer’s ability to quickly fill purchase/sell orders at the best available price, the ability to access marketsthat provide the greatest potential to fill large and small orders and to charge commissions that are competitive with other broker dealers. The selected broker-dealer is also expected to consistently execute trades in an accurateand professional manner. In making the determination to use any particular broker-dealer, RCO’s objective is not necessarily to obtain the lowest possible cost, but to obtain the best qualitative execution under the circumstances. As a result, the commissions and transaction fees charged by the broker-dealer may be higher orlower than those charged by other broker dealers. RCO generally recommends Charles Schwab & Co., Inc.as the broker-dealer/custodian. Incentives: RCO does not receive incentives from the broker-dealer directly related to client transactions. RCO may purchase portfolio management and securities analysis services from a vendor that has a relationship with our broker-dealer at a reduced price. These reduced prices are not related to any client transactions. Securities Transactions: RCO may aggregate multiple client orders for the purchase or sale of the same security into a single transaction. The allocations are typically calculated in advance to placing the order. If the trade is executed, each participating client account typically receives a price that represents the average of the aggregated transaction. Such aggregation may enable RCO to obtain for clients a more favorable price, achieve better execution or a better commission rate based upon the volume of a transaction. If the order is only partially filled, the securities purchased or sales proceeds are allocated to participating client accounts on a pro-rata basis. See Item. 11, Code of Ethics, Participation or Interest in Client Transactions and Personal Trading, above for further explanation regarding allocation to employee and family member accounts. Item 13. Review of Accounts RCO monitors the individual investments in clients’ portfolios on an ongoing basis. Portfolio performance is reviewed on an annual basis at a minimum. In-person, client portfolio review meetings are conducted annually or more frequently, as requested. Client meetings may also be conducted via Zoom. Market conditions, changes in the economic landscape, changes in client's financial situations or other factors could cause a more frequent review of portfolios. 9 | P a g e  At least quarterly statements are issued directly to clients by the custodian of their account; such reports reflect all transactions and market value of each security. RCO may produce additional reports with portfolio information at the client’s request. Item 14. Client Referrals and Other Compensation RCO does not directly or indirectly compensate any person for client referrals. Charles Schwab & Co., Inc. Advisor Services provides RCO with access to Charles Schwab & Co., Inc. Advisor Services’ institutional trading and custody services, which are typically not available to Charles Schwab & Co., Inc. Advisor Services retail investors. These services generally are available to independent investment advisers on an unsolicited basis, at no charge to them so long as a total of at least $10 million of the adviser’s clients’ assets are maintained in accounts at Charles Schwab & Co., Inc. Advisor Services. Charles Schwab & Co., Inc. Advisor Services includes brokerage services that are related to the execution of securities transactions, custody, research, including that in the form of advice, analyses and reports, and access to mutual funds and other investments that are otherwise generally available only to institutional investors or would require a significantly higher minimum initial investment. For RCO client accounts maintained in its custody, Charles Schwab & Co., Inc. Advisor Services generally does not charge separately for custody services but is compensated by account holders through commissions or other transaction-related or asset-based fees for securities trades that are executed through Charles Schwab & Co., Inc. Advisor Services or that settle into Charles Schwab & Co., Inc. Advisor Services accounts. Charles Schwab & Co., Inc. Advisor Services also makes available to RCO other products and services that benefit RCO but may not benefit its clients’ accounts. These benefits may include national, regional or RCO specific educational events organized and/or sponsored by Charles Schwab & Co., Inc. Advisor Services. Other potential benefits may include occasional business entertainment of personnel of RCO by Charles Schwab & Co., Inc. Advisor Services personnel, including meals, invitations to sporting events, including golf tournaments, and other forms of entertainment, some of which may accompany educational opportunities. Other of these products and services assist RCO in managing and administering clients’ accounts. These include software and other technology (and related technological training) that provide access to client account data (such as trade confirmations and account statements), facilitate trade execution (and allocation of aggregated trade orders for multiple client accounts, if applicable), provide research, pricing information and other market data, facilitate payment of RCO’s fees from its clients’ accounts (if applicable), and assist with back-office training and support functions, recordkeeping and client reporting. Many of these services generally may be used to service all or some substantial number of RCO’s accounts. Charles Schwab & Co., Inc. Advisor Services also makes available to RCO other services intended to help RCO manage and further develop its business enterprise. These services may include professional compliance, legal and business consulting, publications and conferences on practice management, information technology, business succession, regulatory compliance, employee benefits providers, and human capital consultants, insurance, and marketing. In addition, Charles Schwab & Co., Inc. Advisor Services may make available, arrange and/or pay vendors for these types of services rendered to RCO by independent third parties. Charles Schwab & Co., Inc. Advisor Services may discount or waive fees it would 10 | P a g e  otherwise charge for some of these services or pay all or a part of the fees of a third-party providing these services to RCO. RCO is independently owned and operated and not affiliated with Charles Schwab & Co., Inc. Advisor Services. Item 15. Custody RCO does not have physical custody of client funds and/or securities. RCO recommends a qualified custodian to maintain client assets in separate accounts. At least quarterly statements are generated by the custodian and are either mailed directly to clients or the client receives an email notice that statements are available to be viewed on the custodian’s secure website. It is the client’s choice as to how they receive statements. Clients should carefully review their statements and report any errors or omissions to RCO at (513) 891-7144 and also to their custodian. RCO may perform activities on behalf of clients where RCO may be deemed to have custody of clients’ assets. Three examples of RCO having deemed custody are: (1) Some clients have signed standing letters of authorization that are on file with the custodian allowing RCO to perform money transfers to third parties on the client’s behalf; (2) Clients have authorized RCO to withdraw quarterly investment management fees directly from their accounts; and (3) Some clients have granted a related person of RCO to act as power of attorney, as trustee, or as executor. Item 16. Investment Discretion RCO accepts discretionary authority to manage security portfolios on behalf of clients. Before assuming this authority, the client is asked to execute RCO’s Investment Advisory Agreement wherein the client grants RCO full discretionary authority to manage their account. Under this authority, RCO will supervise and direct, in its sole discretion, the investments in each client account without further consultation with the client. This authority is subject to limitations and restrictions that the client may request in writing. Item 17. Voting Client Securities It is RCO’s policy not to vote client securities. Clients will receive their proxies directly from the custodian via mail or email. If a client has questions regarding a proxy vote, they may contact RCO at (513) 891-7144. Item 18. Financial Information RCO does not have any financial condition that is reasonably likely to impair our ability to meet contractual commitments to our clients. If you have any questions about this disclosure brochure, RCO’s Chief Compliance Officer, Carter Fitz Randolph, remains available to address your questions. You may contact him at (513) 891-7144 or carter@therandolphcompany.com. 11 | P a g e  12 | P a g e