Ravenstone Capital Management Inc.

Form ADV Part 2A Firm Brochure Dated June 9, 2026 Part 2A of Form ADV (the “Brochure”) provides information about the qualifications and business practices of Ravenstone Capital Management Inc. (referenced herein as “RCM” or the “Firm”). If you have any questions about the contents of this Brochure, please contact our Chief Compliance Officer at (416)-322-2067. The information in this Brochure has not been approved or verified by the United States Securities and Exchange Commission (“SEC”) or by any state securities authority. Additional information about RCM and its investment adviser representatives is also available on the SEC’s website at www.adviserinfo.sec.gov. RCM is an SEC registered investment adviser. Registration does not imply any level of skill or training. 2300 Yonge Street, Suite 2005 Toronto, ON M4P 1E4, Canada Phone: (416) 322-2067 info@ravenstonecapital.ca www.ravenstonecapital.ca  Ravenstone Capital Management Inc. Form ADV Part 2A June 17, 2026 Item 2: Material Changes This is the first brochure filed for Ravenstone Capital Management Inc. (“RCM”). 2  Ravenstone Capital Management Inc. Form ADV Part 2A June 17, 2026 Item 3: Table of Contents Item 2: Material Changes ............................................................................................................................................. 2 Item 3: Table of Contents ............................................................................................................................................. 3 Item 4: Advisory Business ............................................................................................................................................. 4 Item 5: Fees and Compensation ................................................................................................................................ 5 Item 6: Performance-Based Fees and Side-by-Side Management .............................................................. 6 Item 7: Types of Clients ................................................................................................................................................. 6 Item 8: Methods of Analysis, Investment Strategies and Risk of Loss ........................................................ 6 Item 9: Disciplinary Information ............................................................................................................................. 10 Item 10: Other Financial Industry Activities and Affiliations ........................................................................ 10 Item 11: Code of Ethics, Participation or Interest in Client Transactions and Personal Trading .... 10 Item 12: Brokerage Practices ................................................................................................................................... 11 Item 13: Review of Accounts .................................................................................................................................... 12 Item 14: Client Referrals and Other Compensation ........................................................................................ 12 Item 15: Custody .......................................................................................................................................................... 13 Item 16: Investment Discretion ............................................................................................................................... 13 Item 17: Voting Client Securities ............................................................................................................................ 13 Item 18: Financial information................................................................................................................................. 14 3  Ravenstone Capital Management Inc. Form ADV Part 2A June 17, 2026 Item 4: Advisory Business A. Description of Firm and Principal Owners Ravenstone Capital Management Inc. (“RCM” or the “Firm”) is a Canadian corporation owned by Daymon Loeb (through Besoma Holdings Inc.), Adam Donsky (through Bluesky Holdings Inc.), and Paul Bleiwas (through NRJ Ravenstone Corp.). RCM commenced operations in 2017 and is registered with the U.S. Securities and Exchange Commission. In Canada, RCM is registered with the Ontario Securities Commission, the Autorité Des Marches Financiers, and the British Columbia Securities Commission. B. Services Investment Management The Firm offers discretionary investment management services, generally on a segregated account basis. The Firm specializes in managing equity and balanced portfolios. A typical equity portfolio will consist of 18-25 positions. In certain cases, the Firm may also offer a fixed-income strategy to clients. When investing in fixed-income securities for balanced and fixed-income portfolios, the Firm may invest in Canadian and U.S. government bonds, Canadian provincial bonds, and Canadian and U.S. corporate bonds. When onboarding a new client, an asset allocation strategy will be tailored to reflect the client’s specific investment objectives, income needs, time horizon, liquidity requirements and risk tolerance. These and other characteristics are documented in the client’s account opening documents. Clients may impose restrictions in investing in certain securities or types of securities. However, if the restrictions prevent the Firm from effectively managing the client account, the Firm may not be able to accommodate such restrictions. RCM offers proprietary pooled funds to its Canadian clients. No such pools are available to U.S. residents. Services Limited to Specific Types of Investments Investment recommendations are generally limited to equity securities listed in the United States and Canada and fixed-income securities. Other types of securities may also be recommended in limited cases. 4  Ravenstone Capital Management Inc. Form ADV Part 2A June 17, 2026 C. Participation in Wrap Programs RCM does not participate in any wrap fee program. D. Amount of Client Assets Managed As of May 31, 2026, the Firm had $370,890,873 in discretionary assets under management and $0 in non-discretionary assets under management. Item 5: Fees and Compensation Compensation for Services Investment management fees are billed quarterly in arrears, accrue daily, and are weighted on the account asset level for every month-end in the period. These advisory fees are generally deducted directly from the client’s account. The following fee schedule is generally used to calculate the amount of the investment management fee with regard to the Firm’s equity and balanced strategies: Assets Under Management Annual Management Fee First $2 million Next $3 million Next $10 million Above $15 million 1.25% 0.90% 0.70% 0.55% Clients invested in a fixed-income strategy are generally charged an advisory fee at an annual rate of 0.50% of assets under management. The annual management fee rates above may be negotiable in certain cases depending upon the size of account and other factors. Third-Party Fees Clients are charged a custody fee by National Bank Independent Network (“NBIN”), custodian for client assets, that is equal to 0.10% of the client’s first $5 million in assets and 0.05% on all assets above $5 million. In addition, NBIN will charge clients certain fees for its services relating to the administration, operation and trading in the client’s account. Such fees include, but are not limited to, commissions, trade execution fees, custody fees, and other general charges, such as for account transfers, wire transfers, and third-party disbursements. These fees are separate and distinct from the fees charged by the Firm. With respect to investments in ETFs and other pooled investment vehicles, it is important for clients to understand that, in such cases, they are directly and indirectly paying two levels of 5  Ravenstone Capital Management Inc. Form ADV Part 2A June 17, 2026 advisory fees: one layer of fees and expenses at the fund level and one layer of advisory fees to the Firm. It may be possible to purchase such investments directly, without using the services of the Firm and without incurring our advisory fees. Prepayment of Fees The Firm does not charge any advisory fees in advance. Outside Compensation Neither the Firm nor its supervised persons accept any compensation for the sale of securities or other investment products with regard to U.S. clients. Item 6: Performance-Based Fees and Side-by-Side Management The Firm does not accept performance-based fees or other fees based on a share of capital gains on or capital appreciation of the assets of a client. Item 7: Types of Clients The Firm provides investment advisory services to generally individuals, including high net worth individuals, foundations, trusts, and corporations. The Firm generally has a minimum account size of $1 million (CDN) per client relationship, which may be waived based on certain factors, such as the potential for growth, earnings power, and net worth of the client. Item 8: Methods of Analysis, Investment Strategies and Risk of Loss In providing discretionary investment management services, we use various investment strategies and methods of analysis, as described below. This Item 8 also contains a discussion of the primary risks associated with these investment strategies, although it is not possible to identify all of the risks associated with investing and the particular risks applicable to your account will depend on the nature of the account, its investment strategy or strategies and the types of securities you hold. 6  Ravenstone Capital Management Inc. Form ADV Part 2A June 17, 2026 Methods of Analysis and Investment Strategies RCM invests in high quality businesses and expects the return on its investments to be driven predominantly by the underlying cash flows generated by the businesses and the price paid to acquire the shares of the businesses. The Firm seeks to own businesses that will compound in value over the years. Accordingly, the Firm is very careful about the securities it selects. RCM focuses on leading companies in attractive industries with strong and sustainable competitive positions, high returns on capital, strong free cash flows and management teams that think and behave like owners. The Firm’s approach to fixed-income strategies is simple as it creates portfolios that seek to preserve capital and outpace inflation. Fixed-income allocations balance the volatility in equity assets and can provide reliable cash flow to meet income needs. Each client portfolio is customized according to liquidity needs, income requirements, and time horizons while giving careful attention to each client’s tax situation. The ratio of price to intrinsic value is at the core of RCM’s valuation methodology and risk management. When considering an investment, the Firms view value in absolute terms, not merely on a relative basis. The Firm’s discipline is to buy high quality growth businesses at prices below our estimate of their intrinsic value. The Firm does not buy securities simply because they are down; it invests in businesses because their stocks are mispriced. Risk of Loss Clients should note that all investments present the risk of loss of principal where the value of securities may be less than the price paid for those securities. Even when the value of the securities sold is greater than the price paid, there is the risk that the appreciation will be less than the inflation rate. Risks of Specific Securities Utilized Equity Risk - Investors in equity securities may be exposed to a high level of risk because the prices of equity securities can rise and fall significantly in a short period of time. This could arise due to the fortunes of the companies that issue them or with general stock market or economic conditions. Issuer Risk - The value of a security may decline for a number of reasons, which directly relate to the issuer, such as management performance, financial leverage, reputation, and reduced demand for the issuer’s goods or services, as well as the historical and prospective earnings of the issuer and the value of its assets. 7  Ravenstone Capital Management Inc. Form ADV Part 2A June 17, 2026 Credit Risk - A fixed income security, like a bond, is essentially a promise to pay interest and repay a specified amount at a later time. The probability that the issuer of the fixed income security will fail to honour that promise is called credit risk. Credit rating agencies give investors an idea of how much of a credit risk an issuer represents. If a company or government has a high credit rating, the credit risk tends to be low. A lower credit rating means more credit risk. Interest Rate Risk - A change in general interest rates is one of the biggest factors affecting fixed income securities. A bond for example, pays interest based on the level of interest rates prevailing when the bond is issued. Generally, if interest rates fall, the values of the bond rises. This is because the interest rate on the existing bond will be higher than the rate on newer bonds. On the other hand, when general interest rates rise, the price of existing bonds is expected to drop because they pay less than newer bonds. Call Risk - A client that invests in fixed income securities will be subject to the risk that an issuer may exercise its right to redeem the security earlier than expected (a call). Issuers may call outstanding securities prior to their maturity for a number of reasons (e.g., declining interest rates, changes in credit spreads and improvements in the issuer’s credit quality). If an issuer calls a security that a client as invested in, the client may not recoup the full amount of its initial investment or may not realize the full anticipated earnings from the investment and may be forced to reinvest in lower-yielding securities, securities with greater credit risks or securities with other, less favorable features. Corporate Debt Securities Risk - Corporate debt securities include corporate bonds, debentures, notes and other similar corporate debt instruments, including convertible securities. Corporate debt securities may be highly customized and as a result may be subject to, among others, liquidity risk and pricing transparency risks. Corporate debt securities are also subject to the risk of the issuer’s inability to meet principal and interest payments on the obligation and may also be subject to price volatility due to such factors as interest rate sensitivity, market perception of the creditworthiness of the issuer and general market liquidity. Company defaults can impact the level of returns generated by corporate debt securities. An unexpected default can reduce income and the capital value of a corporate debt security. Furthermore, market expectations regarding economic conditions and the likely number of corporate defaults may impact the value of corporate debt securities. Inflation Risk - Inflation risk is the risk of decline in the purchasing power of your savings due to a general rise in prices. Foreign Currency Risk - Investing in securities that are priced in foreign currencies involves foreign currency risk. Securities that are priced in foreign currencies can lose value when the Canadian dollar rises against the foreign currency. As well, foreign governments may impose currency exchange restrictions, which could limit the ability to buy and sell certain foreign investments and could reduce the value of the foreign securities that are held by investors. 8  Ravenstone Capital Management Inc. Form ADV Part 2A June 17, 2026 Foreign Market Risk - Foreign investments involve additional risks because financial markets outside of Canada and the U.S. may be less liquid and companies may be less regulated and have lower standards of accounting and financial reporting. In some countries, an established stock market and legal system that adequately protects the rights of investors may be lacking. Foreign investments can also be affected by social, political, or economic instability. Foreign governments may impose investment restrictions. Liquidity Risk - Liquidity refers to the speed and ease with which an asset can be sold and converted into cash. Most securities can be sold easily and at a fair price. In highly volatile markets, certain securities may become less liquid, which means they cannot be sold as quickly or easily. Some securities may be illiquid because of legal restrictions, the nature of the investment, or certain other features such as guarantees or a lack of buyers interested in the particular security or market. Difficulty in selling securities may result in a loss or reduced return for a Client. Exchange Traded Fund Risk - Exchange traded funds (“ETFs”) are securities that closely resemble index funds, but can be bought and sold like common stocks:  an ETF may fail to accurately track the market segment or index that underlies its investment objective;   an ETF may not be “actively” managed. Such ETFs would not necessarily sell a security because the security’s issuer was in financial trouble, unless the security is removed from the applicable index being replicated. As a result, the performance of an ETF may be lower than the performance of an actively managed fund; some ETFs employ leverage, which can magnify the risk of the underlying market segment or index; the market price of ETF units may trade at a discount to its net asset value;   an active trading market for an ETF’s units may not develop or be maintained; and  there is no assurance that the requirements of the exchange necessary to maintain the listing of an ETF will continue to be met or remain unchanged. Other Risks Cybersecurity Risk – The Firm and its service providers may become more susceptible to operational, financial and information security risks resulting from cyber-attacks and/or technological malfunctions. Successful cyber-attacks and/or technological malfunctions affecting the Firm, or its service providers can potentially result in, among other things, financial losses to the Firm, the inability to process transactions with clients or other parties and the release of private or confidential client information. While measures have been developed which are designed to reduce the risks associated with cybersecurity, there are inherent limitations in such measures and there is no guarantee these measures will be effective, particularly since the Firm does not directly control the cybersecurity measures of its service providers and companies in which it invests or with which it does business. 9  Ravenstone Capital Management Inc. Form ADV Part 2A June 17, 2026 Item 9: Disciplinary Information There are no legal or disciplinary events that are material to a client’s or prospective client’s evaluation of RCM’s advisory business or the integrity of RCM’s management. Item 10: Other Financial Industry Activities and Affiliations Neither RCM, nor any member of its management is registered as a securities broker-dealer, or a futures commission merchant, commodity pool operator or commodity trading advisor. RCM does not have any affiliation with any related person who is a broker-dealer, investment company, other investment advisor, commodity pool operator, commodity trading adviser or futures commission merchant, banking or thrift institution, accounting firm, law firm, insurance company or agency, pension consultant, real estate broker or dealer, or an entity that creates or packages limited partnerships. RCM is the parent company to Ravenstone Family Office, Inc. (“RFO”). RFO may provide clients of RCM certain consulting services, including tax and estate planning, budgeting, business advice, and financial planning. RFO, however, does not provide any advice or recommendations with regard to securities or the allocation of assets. RFO generally charges clients a flat fee that is separate from any investment management fee charged by RCM. As noted above, RCM is registered in Canada with the Ontario Securities Commission, the Autorité Des Marches Financiers, and the British Columbia Securities Commission. A significant component of RCM’s business relates to the management of Canadian pooled funds, which require resources to manage – resources that may not directly benefit U.S. clients, who do not have access to these investments. Item 11: Code of Ethics, Participation or Interest in Client Transactions and Personal Trading The principals and employees of RCM have adopted a Code of Ethics (the “Code”) for the purpose of instructing its personnel in their ethical obligations and to provide rules for their personal securities transactions. The Firm owes a duty of loyalty, fairness and good faith towards its clients, and the obligation to adhere not only to the specific provisions of the Code but to the general principles that guide the Code. The Code of Ethics covers a range of topics that include the following: general ethical principles, reporting personal securities trading, initial public offerings and private placements, insider trading, reporting violations, and the distribution of the Code of Ethics. The Firm will provide a copy of the Code of Ethics to any client or prospective client upon request. RCM’s related persons and employees are permitted to buy or sell securities that are also purchased and sold on behalf of client accounts. As a result, there is a potential conflict of interest 10  Ravenstone Capital Management Inc. Form ADV Part 2A June 17, 2026 because RCM or its related persons and employees have the ability to trade ahead of clients and potentially receive more favorable prices than clients. This conflict of interest is mitigated by the fact that RCM’s related persons and employees will generally invest in securities for their own account through the Firm’s Canadian pooled funds, which typically buy or sell the same securities at the same time as other clients of the Firm. In addition, personal transactions of related persons and employees are reviewed by the Firm’s Chief Compliance Officer to help ensure that they are not trading ahead of client accounts. Item 12: Brokerage Practices RCM will generally recommend National Bank Independent Network (“NBIN”) as custodian for client accounts. In recommending NBIN as custodian, the Firm considers the ability of the custodian to hold the assets of U.S. residents as well as the range of services offered by the custodian. Transactions are generally executed by RBC Capital Markets and settle at NBIN. As a result, clients will generally incur a trade away or settlement charge. In selecting RBC Capital Markets to execute client transactions, RCM considers not only the price and commission or spread charged by the broker-dealer but also a number of other factors, including the following: size and type of transaction, relative experience / expertise in trading the instrument in question, minimizing overall transaction cost (implementation cost), speed and certainty of execution, markets on which the instrument trades, liquidity of the instrument, reliability and past performance of the broker or dealer, the client’s requirements or portfolio objectives, and the overall relationship with the broker-dealer. To the extent that the factors offered by more than one dealer or broker are comparable, RCM may, in its discretion, choose to effect portfolio transactions with dealers and brokers who provide research and other similar services to RCM. Such services include reports and analysis which are used to assist with investment decisions relating to the economic, industry, company, sovereign, legal or political research reports, state of the markets, company meeting facilitation, compilation of securities prices, earning, dividends and similar data; quotation services, data and information; analytical computer software and services and investment recommendations. RCM, however, currently does not receive any research, products, or other services from custodians, broker-dealers, or other third-parties in connection with client securities transactions (“soft dollar benefits”). As a result, there is no incentive for RCM to direct clients to any particular custodian or broker-dealer over other firms who offer the same services. The first consideration when recommending custodians and broker/dealers to clients is best execution. RCM always acts in the best interest of the client. RCM may be unable to achieve the most favorable execution of client transactions if clients choose to direct brokerage. Directed brokerage may cost clients money because without the ability to direct brokerage, RCM may not be able to aggregate orders to reduce transactions costs, resulting in higher brokerage commissions and less favorable prices. 11  Ravenstone Capital Management Inc. Form ADV Part 2A June 17, 2026 When possible, the Firm will effect advisory transactions on behalf of clients as part of block transaction. In such cases, clients will receive the same execution price and will split any transaction fees on a pro rata basis. When an order is only partially filled, the broker-dealer will determine an average price for the traded security and the security will be allocated to accounts pro-rata to the allocation of the original order quantities. Where allocation by order size may not be feasible, asset size and target weighting of the underlying accounts will then be used, with allocations reviewed by a senior officer of RCM. Where it is not possible to apply this policy in any particular trade, every effort will be made to allocate the next investment opportunities so that clients over time, irrespective of account size, receive equitable treatment in the filling of orders. Proprietary accounts of RCM and those of any of its employees will not be allocated a pro-rata share of any partially filled block trades or initial public offering of securities. When purchasing or selling a common security for both clients in Canada and in the U.S., RCM will generally place orders at, or around, the same time. Item 13: Review of Accounts The Firm reviews transactions and holdings for clients’ accounts on an ongoing basis and selects investments for clients in accordance with each client’s investment objectives and risk tolerance, as stated in their respective investment policy statement and investment management agreement. Clients’ asset allocations are reviewed at least quarterly but monitored continuously. On at least an annual basis, the Firm will meet with a client to conduct a full review of their financial situation and to update their investment policy statement, if necessary. Generally, each client receives quarterly statements from RCM and performance information regarding their accounts on an annual basis. Clients will also receive statements directly from the custodian and are encouraged to review both statements for consistency and accuracy. Item 14: Client Referrals and Other Compensation A. Economic Benefits for Providing Services to Clients RCM does not receive economic benefits from non-clients for providing investment advice or other advisory services. 12  Ravenstone Capital Management Inc. Form ADV Part 2A June 17, 2026 B. Compensation From Non-Supervised Persons for Client Referrals The Firm currently does not compensate any third party for endorsements or testimonials, including referrals. If the Firm does enter into such arrangements in the future, the arrangement will be fully disclosed to each client to the extent required by applicable law. Item 15: Custody When advisory fees are deducted directly from client accounts at client's custodian, the Firm will be deemed to have limited custody of client's assets and must have written authorization from the client to do so. Clients will receive all account statements reflecting fee deductions directly from the custodian and should carefully review those statements for accuracy. Item 16: Investment Discretion Generally, clients retain RCM on a discretionary basis to provide continuous investment advice pursuant to an investment advisory agreement that describes the services to be provided and an investment policy statement that outlines the client’s investment objectives and risk tolerance. Consistent with the client’s investment objectives, the Firm typically will be granted full investment decision making authority with regard to the investment in specific securities. When selecting securities and determining transaction quantities, the Firm generally seeks to follow any investment policies, limitations and restrictions of its clients. The Firm does not typically manage client assets on a non-discretionary basis. Item 17: Voting Client Securities RCM acknowledges its fiduciary obligation to vote proxies on behalf of those clients that have delegated to it, or for which it is deemed to have, proxy voting authority. RCM will vote proxies on behalf of a client solely in the best interest of the relevant client and has established general guidelines for voting proxies. Generally, on more routine matters, including the number of and appointment of directors, the appointment of auditors and trustees, and receipt of financial statements, RCM will cast affirmative votes unless circumstances require otherwise. Special consideration will generally be given to non-routine matters, including compensation and options of shares to management, awards of bonuses, adoption of shareholders’ rights plans, the approval of mergers and takeovers, and amendments to the articles of incorporation. RCM may also abstain from voting if it determines that a client’s interests are better served by abstaining. Further, because proxy proposals and individual company facts and circumstances may vary, RCM may vote in a manner that is contrary to the general guidelines if it believes that doing so would be in a client’s best interest to do so. If a proxy proposal presents a material conflict of interest between RCM and a client, then RCM will notify the CCO and may abstain from voting that proxy. 13  Ravenstone Capital Management Inc. Form ADV Part 2A June 17, 2026 Clients may obtain a complete copy of the proxy voting policies and procedures by contacting RCM in writing and requesting such information. Each client may also request, by contacting RCM in writing, information concerning the manner in which proxy votes have been cast with respect to portfolio securities held by the relevant client during the prior annual period. Item 18: Financial information RCM is not required to include a balance sheet for its most recent fiscal year, is not aware of any financial condition reasonably likely to impair its ability to meet contractual commitments to Clients, and has not been the subject of a bankruptcy petition at any time during the past ten years. 14