REGAL INVESTMENT ADVISORS LLC

Form ADV Part 2A Appendix 1: Wrap Fee Program Brochure April 25, 2025 This wrap fee program brochure provides information about the qualifications and business practices of Regal Investment Advisors LLC (“Regal”) relating to the Advisor Choice Program. If you have any questions about the contents of this brochure, please contact us at 616- 224-2204. 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. Registration with the United States Securities and Exchange Commission or any state securities authority does not imply a certain level of skill or training. Additional information about Regal Investment Advisors LLC is available on the SEC's website at www.adviserinfo.sec.gov. 2687 44th Street SE Kentwood, MI 49512 Main: 616-224-2204 Fax: 616-458-7402 www.regalria.com www.regal-holdings.com  Regal Investment Advisors Form ADV Part 2A Appendix 1: Wrap Fee Program Brochure Item 2 Summary of Material Changes Form ADV Part 2 – Appendix 1 requires registered investment advisers to amend their brochure when information becomes materially inaccurate. If there are any material changes to an adviser’s disclosure brochure, the adviser is required to notify you and provide you with a description of the material changes. Since the filing of our last annual updating amendment, dated March 28, 2024, the wrap brochure has been updated to ensure that all information related to the program is accurately reflected. This update includes revisions aimed at improving clarity, enhancing conciseness, and reducing redundancy throughout the document. Material changes include an adjustment to the maximum fees allowable under the Advisor Choice Program. Additionally, the Firm amended its IAR compensation language in Item 5 to describe the salary compensation structure for specific Investment Advisor Representatives. We encourage you to review the updated document to stay informed about the Program’s structure and associated costs. Additionally, on April 25th, we subsequently updated Item 9 Additional Information to reflect a $20,000 fine imposed by FINRA against our broker-dealer affiliate, Regulus Financial Group, LLC due to the omission of necessary disclosure information on Regulus’s Form CRS. For more information you may request a full copy of our current Brochure at any time, without charge, by calling 616.224.2204. Additional information about Regal Investment Advisors is available via the SEC’s Investment Adviser Public Disclosure website at adviserinfo.sec.gov. The SEC’s website also provides information about any persons affiliated with Regal Investment Advisors who are registered, or required to be registered, as Investment Adviser Representatives of Regal Investment Advisors. Page 2  Regal Investment Advisors Form ADV Part 2A Appendix 1: Wrap Fee Program Brochure Item 3: Table of Contents Item 2 Summary of Material Changes ........................................................................... Error! Bookmark not defined. Item 3: Table of Contents ............................................................................................................................................... 3 Item 4: Services, Fees, and Compensation ..................................................................................................................... 2 Item 5 Account Requirements and Types of Clients .................................................................................................... 6 Item 6 Portfolio Manager Selection and Evaluation ..................................................................................................... 7 Item 7 Client Information Provided to Portfolio Managers .......................................................................................... 9 Item 8 Client Contact with Portfolio Managers ............................................................................................................ 9 Item 9 Additional Information ........................................................................................................................................ 9 Page 3  Regal Investment Advisors Form ADV Part 2A Appendix 1: Wrap Fee Program Brochure Item 4: Services, Fees, and Compensation Introduction Regal Investment Advisors LLC (“Regal” “Firm”) is a registered investment adviser based in Kentwood, Michigan. Regal offers both wrap fee and non-wrap fee investment advisory services. This Brochure describes the services we provide through the Advisor Choice Program (“Program”) our wrap-fee program. We are the sponsor and act as the Investment Adviser for the Program. Other advisory services offered by Regal are described in our ADV Part 2A Brochure. As used in this brochure, the words "we", "our" and "us" refer to Regal and the words "you", "your" and "Client" refer to you as a client or prospective client of our firm. Also, you may see the term Associated Person throughout this brochure. Our Associated Persons are our firm's officers, employees, and all individuals providing investment advice on behalf of our firm. Regal conducts its investment advisory business through a network of independent Investment Adviser Representatives ("IARs") who operate offices located throughout the United States. Regal oversees the advice and asset management services provided by our Associated Persons (including IARs). Your IAR will recommend products, platforms, or services within the scope of options Regal makes available to your IAR. While all IARs share a common affiliation with Regal, they are independent and their individual investment philosophies and strategies they use may differ significantly from each other. Consequently, Regal does not necessarily provide clients who have similar investment objectives or risk tolerances the same investment strategies or advice. Description of Services and Fees In the Advisor Choice Program, the Firm manages client accounts for a single fee that includes portfolio management services, custodial services, administrative services, and certain transaction costs. Under the Program, Regal offers investment advice designed to assist clients in obtaining professional asset management for a convenient single wrap fee. You are not charged separate fees for the respective components of the total services. We receive a portion of the wrap fee for our services. The overall cost you will incur if you participate in our wrap fee program may be higher or lower than you might incur by separately purchasing the types of securities available in the Program. Prior to becoming a client under the Program, you will be required to enter into a separate written agreement with us that sets forth the terms and conditions of the engagement and describes the scope of the services to be provided, and the fees to be paid. Program Fee We charge an annual wrap fee based on the market value of your assets under management. This fee covers portfolio management, trade expenses, and account custodian transaction costs. The benefits under a wrap fee program depend, in part, upon the size of the account, the management fee charged, and the number of transactions likely to be generated in the account. For example, a wrap fee program may not be suitable for accounts with little trading activity. To evaluate whether a wrap fee program is suitable for you, you should compare the Program Fee and any other costs of the Program with the amounts that would be charged by other advisers, broker-dealers, and custodians for advisory fees, brokerage and other execution costs, and custodial services comparable to those provided under the Program. In considering the investment programs described in this brochure, you should be aware that participating in a wrap fee program may cost more or less than the cost of purchasing advisory, brokerage, and custodial services separately from other advisers or broker-dealers, therefore our firm and Associated Persons may have the financial incentive to recommend the Program. Similar advisory services may be available from other registered investment advisers for lower fees. The wrap fee is negotiated on an Investment Advisor Representative (IAR)-by-IAR, client-by-client, or account-by-account basis. IARs determine advisory fees differently, using methods such as householding multiple accounts, assigning flat fees, or implementing tiered fee schedules. These fees are disclosed to you in the investment advisory agreement that you sign in advance of services being provided. Some clients may receive more favorable pricing structures than others. The maximum allowable program fees are: Assets Under Management Maximum Annual Fee $0 - $500,000 2.50% $500,001 - $1,000,000 2.25% $1,000,001+ 2.00% Our annual investment advisory fee is billed and payable quarterly in advance based on the value of your account on the Page 4  Regal Investment Advisors Form ADV Part 2A Appendix 1: Wrap Fee Program Brochure last day of the previous quarter. If the investment advisory agreement is executed at any time other than the first day of a calendar quarter, our fees will apply on a pro rata basis, which means that the advisory fee is payable in proportion to the number of days in the quarter for which you are a client. At our discretion, we may combine the account values of family members living in the same household to determine the applicable advisory fee. For example, we may combine account values for you and your minor children, joint accounts with your spouse, and other types of related accounts. Combining account values may increase the asset total, which may result in your paying a reduced advisory fee based on the details set forth in your specific Client Investment Advisory Agreement. We will send you an invoice for the payment of our advisory fee, or we will deduct our fee directly from your account through the qualified custodian holding your funds and securities. We will deduct our advisory fee only when you have given our firm written authorization permitting the fees to be paid directly from your account. Further, the qualified custodian will deliver an account statement to you at least quarterly. These account statements will show all disbursements from your account. You should review all statements for accuracy. We will also have access to your account statements. If you find any inconsistent information between our invoice and the statement(s) you receive from the qualified custodian, please call our main office number located on the cover page of this brochure. IAR Compensation Our IARs are either employees or independent contractors. Employee IARs receive a salary, and a portion of the advisory fees you pay helps to cover their compensation. Independent contractor IARs do not receive a salary but instead receive a percentage of the advisory fees paid by clients for their services. The firm retains a portion of the advisory fees to cover operational costs and supervision of both employee and independent contractor IARs. Our IARs may receive a higher percentage of the fees we receive as their production increases. This practice creates a conflict as your advisor is incentivized to increase their production with us and our affiliates to obtain higher percentages and additional compensation. Changes in Financial Circumstances We rely on information provided by clients and are not required to verify details obtained from clients or their other professionals. Unless specified otherwise, we assume no service restrictions beyond managing accounts in alignment with stated investment objectives. Clients must promptly inform us of any changes in their financial situation or investment goals to ensure appropriate adjustments to their portfolio and services. Termination of Advisory Relationship You may terminate the investment advisory agreement upon written notice to our firm. You will incur a pro rata charge for services rendered prior to the termination of the investment advisory agreement, which means you will incur advisory fees only in proportion to the number of days in the quarter for which you are a client. If you have pre-paid advisory fees that we have not yet earned, you will receive a prorated refund of those fees. Billing on Cash Positions Regal treats cash and cash equivalents as an asset class. Accordingly, unless otherwise agreed in writing, all cash and cash equivalent positions (e.g., money market funds, etc.) are included as part of assets under management for purposes of calculating the firm’s advisory fee. At any specific point in time, depending upon perceived or anticipated market conditions/events (there being no guarantee that such anticipated market conditions/events will occur), the firm may maintain cash and/or cash equivalent positions for defensive, liquidity, or other purposes. While assets are maintained in cash or cash equivalents, such amounts could miss market advances and, depending upon current yields, at any point in time, the firm’s advisory fee could exceed the interest paid by the client’s cash or cash equivalent positions. Regal will not bill on accounts solely held in cash or cash equivalents. Regal conducts periodic suitability reviews of client accounts and monitors accounts with large cash balances as a percentage of a client portfolio to confirm suitability in line with the client’s investment objectives. Billing on Margin Unless otherwise agreed in writing, the gross amount of assets in the client’s account, including margin balances, are included as part of assets under management for purposes of calculating the firm’s advisory fee. Clients should note that this practice will increase total assets under management used to calculate advisory fees which will in turn increase the amount of fees collected by our firm. This practice creates a conflict of interest in that our firm has an incentive to use margin in order to increase the amount of billable assets. At all times, the firm and its Associated Persons strive to uphold their fiduciary duty of fair dealing with clients. Clients are free to restrict the use of margin by our firm. Please refer to Item 8 for more details on the risks associated with the use of margin. Page 5  Regal Investment Advisors Form ADV Part 2A Appendix 1: Wrap Fee Program Brochure Periods of Portfolio Inactivity Regal has a fiduciary duty to provide services consistent with the client’s best interest. As part of its investment advisory services, the firm will review client portfolios on an ongoing basis to determine if any changes are necessary based upon various factors, including but not limited to investment performance, fund manager tenure, style drift, account additions/withdrawals, the client’s financial circumstances, and changes in the client’s investment objectives. Based upon these and other factors, there may be extended periods of time when the firm determines that changes to a client’s portfolio are neither necessary nor prudent. Notwithstanding, unless otherwise agreed in writing, the firm’s annual investment advisory fee will continue to apply during these periods, and there can be no assurance that investment decisions made by the firm will be profitable or equal any specific performance level(s). Additional Fees and Expenses The wrap fee covers brokerage commissions for transactions executed through the qualified custodian. However, it does not include mark-ups, dealer spreads, taxes, exchange fees, foreign currency exchange costs, wire transfer fees, or other third-party-imposed charges. Additionally, mutual funds and exchange-traded funds (ETFs) impose separate fees detailed in their respective prospectuses. Option trading, when approved, may involve additional fees and margin requirements. Our wrap fee may be higher or lower than fees charged by other firms, and similar services may be available at different pricing structures elsewhere. Clients should evaluate all costs, including fees charged by mutual funds, ETFs, and other service providers, to fully understand their total investment expenses. Withdrawals may be made subject to customary settlement procedures, but frequent withdrawals may impact investment objectives. Item 5 Account Requirements and Types of Clients We provide investment advisory services to individuals, trusts, estates, pension and profit-sharing plans, charitable organizations, corporations, and other business entities. While no minimum investment is required to open an advisory account, we reserve the right to terminate accounts that, in our sole discretion, are too small to manage effectively. Our firm offers both discretionary and non-discretionary portfolio management services tailored to your investment objectives. Clients in discretionary accounts grant us authority to make investment decisions, including security selection, trade execution, and broker selection, without prior approval. This authority is typically granted through the investment advisory agreement and/or trading authorization forms. Clients have the ability to place reasonable restrictions on the types of investments that may be purchased in an account by providing written instructions. Non-discretionary clients must approve all transactions before execution and may decline any recommendations. Clients establishing a wrap fee account must consent to using one of our clearing/custodian broker-dealers, including: Fidelity Institutional Wealth Services (cleared through National Financial Services LLC) • • Schwab Institutional (cleared through Charles Schwab & Co., Inc.) These brokers provide custody, trade execution, clearing, and settlement services, as well as institutional-level benefits such as block trading, advisory fee deductions, and access to no-transaction-fee mutual funds. In general, we have determined that it is in our client’s best interest to trade with the wrap program sponsor considering the cost to trade elsewhere. You will receive trade confirmations and monthly or quarterly statements from your account custodian(s). If you do not direct our firm to execute transactions through one of these broker-dealers, we reserve the right not to accept your account. Most wrap program sponsor firms assess clients a “trade away” fee for trades not executed through them. We may choose to trade away if we are able and believe we can achieve best execution for a particular trade at another broker-dealer. Wrap-fee clients will pay additional trading costs or fees due to “trade away’ transactions. Not all advisers require their clients to direct brokerage. Since you are required to use a broker-dealer which we have an arrangement with, we may be unable to achieve the most favorable execution costs of your transactions. We believe that the broker-dealers with whom we have relationships with provide quality execution services based on several factors, including, but not limited to, the ability to provide professional services, reputation, experience, and financial stability. Changes in Financial Circumstances We rely on information provided by clients and are not required to verify details obtained from clients or their other professionals. Unless specified otherwise, we assume no service restrictions beyond managing accounts in alignment with stated investment objectives. Clients must promptly inform us of any changes in their financial situation or investment goals to ensure appropriate adjustments to their portfolio and services. Page 6  Regal Investment Advisors Form ADV Part 2A Appendix 1: Wrap Fee Program Brochure Item 6 Portfolio Manager Selection and Evaluation We are the sponsor and sole portfolio manager for the Advisor Choice Program. In the wrap fee program, IARs typically serve as the portfolio managers for client accounts. However, some accounts may be managed by third-party investment managers. Clients should direct any questions regarding the management of their account to their IAR, who can provide further clarification on the specific manager overseeing their investments. Regal retains the right to determine IAR qualifications for managing the Program. We manage wrap fee accounts in the same way we manage non-wrap fee accounts. Regal’s advisory services are tailored to the individual needs of clients. You will work with an IAR of our firm to identify your financial needs, investment objectives, tolerance for risk, and investment time horizon for each account to be established in the Program. Based on information you provide, we will assist you in identifying objectives in accordance with the risk profile that is suitable for the account. Moreover, our IARs are required to recommend investment advisory programs, investment products and securities that are suitable for, and in the best interest of, each client based upon the client’s investment objectives, risk tolerance and financial situation and needs considering cost. We do not calculate, nor do we have third-parties calculate individual portfolio manager performance inclusive of all client portfolios or strategies managed by the IAR. Therefore, performance information may not be calculated on a uniform and consistent basis. Clients will receive their individual portfolio performance information as part of the statements received from their custodian. We and our Associated Persons may benefit from the fees and charges paid by you and other clients for the services described in this Brochure. We disclose throughout this Brochure the conflicts associated with participating in the Program. We address these conflicts in a variety of ways, and we have established a variety of restrictions, procedures and disclosures designed to address actual and potential conflicts of interest. We maintain policies and procedures, supervisory and review processes, including approval requirements that are designed to review and mitigate any financial incentive or conflict to favor any one security type or investment product or services. We also provide disclosures of these conflicts in our ADV Part 2A and other client documents. We have ongoing requirements to review whether a particular program selection is appropriate for the client and to address actual or perceived conflicts of interest. Advisory Business Please see Items 4 and 5 above for detailed information on our Advisory Business as it relates to the Program. Please see Regal’s ADV Part 2A for detailed information on our Advisory Business as it relates to the Firm. Performance-Based Fees and Side-by-Side Management We do not accept performance-based fees or participate in side-by-side management. Performance-based fees are fees that are based on a share of capital gains or capital appreciation of a client's account. Side-by-side management refers to the practice of managing accounts that are charged performance-based fees while at the same time managing accounts that are not charged performance-based fees. Our fees are calculated as described above and are not charged on the basis of a share of capital gains upon, or capital appreciation of, the funds in your advisory account. Methods of Analysis, Investment Strategies and Risk of Loss We may use one or more of the following methods of analysis or investment strategies when providing investment advice to you: Charting Analysis Involves the gathering and processing of price and volume pattern information for a particular security, sector, broad index, or commodity. This price and volume pattern information is analyzed. The resulting pattern and correlation data is used to detect departures from expected performance and diversification and predict future price movements and trends. Risk: Our charting analysis may not accurately detect anomalies or predict future price movements. Current prices of securities may reflect all information known about the security and day-to-day changes in market prices of securities may follow random patterns and may not be predictable with any reliable degree of accuracy. Fundamental Analysis Involves analyzing individual companies and their industry groups, such as a company's financial statements, details regarding the company's product line, the experience and expertise of the company's management, and the outlook for the company and its industry. The resulting data is used to measure the true value of the company's stock compared to the current market value. Page 7  Regal Investment Advisors Form ADV Part 2A Appendix 1: Wrap Fee Program Brochure Risk: The risk of fundamental analysis is that information obtained may be incorrect and the analysis may not provide an accurate estimate of earnings, which may be the basis for a stock's value. If securities prices adjust rapidly to new information, utilizing fundamental analysis may not result in favorable performance. Cyclical Analysis A type of technical analysis that involves evaluating recurring price patterns and trends. Economic/business cycles may not be predictable and may have many fluctuations between long term expansions and contractions. Risk: The lengths of economic cycles may be difficult to predict with accuracy and therefore the risk of cyclical analysis is the difficulty in predicting economic trends and consequently the changing value of securities that would be affected by these changing trends. Technical Analysis Involves studying past price patterns, trends, and interrelationships in the financial markets to assess risk-adjusted performance and predict the direction of both the overall market and specific securities. Risk: The risk of market timing based on technical analysis is that our analysis may not accurately detect anomalies or predict future price movements. Current prices of securities may reflect all information known about the security and day-to- day changes in market prices of securities may follow random patterns and may not be predictable with any reliable degree of accuracy. Long-Term Purchases Securities purchased with the expectation that the value of those securities will grow over a relatively long period of time, generally greater than one year. Risk: Using a long-term purchase strategy generally assumes the financial markets will go up in the long term, which may not be the case. There is also the risk that the segment of the market that you are invested in or perhaps just your particular investment will go down over time even if the overall financial markets advance. Purchasing investments long-term may create an opportunity cost, "locking-up" assets that may be better utilized in the short-term in other investments. Short-Term Purchases Securities purchased with the expectation that they will be sold within a relatively short period of time, generally less than one year, to take advantage of the securities' short-term price fluctuations. Risk: Using a short-term purchase strategy generally assumes that we can predict how financial markets will perform in the short-term, which may be difficult and will incur a disproportionately higher amount of transaction costs compared to long- term trading. There are many factors that can affect financial market performance in the short term (such as short-term interest rate changes, cyclical earnings announcements, etc.) but may have a smaller impact over longer periods of times. Option Writing A securities transaction that involves selling an option. An option is the right, but not the obligation, to buy or sell a particular security at a specified price before the expiration date of the option. When an investor sells an option, he or she must deliver to the buyer a specified number of shares if the buyer exercises the option. The seller pays the buyer a premium (the market price of the option at a particular time) in exchange for writing the option. Risk: Options are complex investments and can be very risky, especially if the investor does not own the underlying stock. In certain situations, an investor's risk can be unlimited. Option Trading/ Use of Leverage We primarily give investment advice that is related to long-term holdings. However, for certain approved clients we may employ the use of options strategies. Option securities are complex derivatives of equity securities that incorporate certain leverage characteristics and as such carry an increased risk of investment loss. The options strategies require a margin feature. Option transactions generally involve the use of put and/or call options to engage in a specific trading strategy. The use of leverage can dramatically magnify both gains and losses, increasing the possibility of a total loss of investment. Trading securities on margin results in interest charges and, depending on the amount of trading activity, such charges could be substantial. The level of interest rates and the rates at which client accounts can borrow can affect the operating results of those client accounts. Any restriction on the availability of credit from lenders could adversely affect the account’s performance. Page 8  Regal Investment Advisors Form ADV Part 2A Appendix 1: Wrap Fee Program Brochure Risk of Loss Investing in securities involves risk of loss that you should be prepared to bear. We do not represent or guarantee that our services or 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. We cannot offer any guarantees or promises that your financial goals and objectives will be met. Past performance is in no way an indication of future performance. General Risks Investing in securities involves risk, including the potential loss of principal. Market conditions, economic factors, interest rate fluctuations, and company-specific events can all impact investment performance. There is no guarantee that any investment strategy will achieve its objectives or that past performance will be indicative of future results. Our investment strategies and advice will vary depending upon each client's specific financial situation. As such, we determine investments and allocations based upon your predefined objectives, risk tolerance, time horizon, financial horizon, financial information, liquidity needs, and other various suitability factors. Your restrictions and guidelines may affect the composition of your portfolio. Clients should carefully consider their investment goals, risk tolerance, and financial situation before making investment decisions. For information regarding the recommendation of specific types of securities, please refer to the Firm’s ADV Part 2A, which includes examples of risks associated with various securities types. Tax Considerations Our strategies and investments may have unique and significant tax implications. However, unless we specifically agree otherwise, and in writing, tax efficiency is not our primary consideration in the management of your assets. Regardless of your account size or any other factors, we strongly recommend that you consult with a tax professional prior to and throughout the investing of your assets. Proxy Voting for Client Accounts We accept proxy voting for a limited number of client accounts. Proxy voting is only accepted for a client account in those instances where a client has completed a Regal Investment Advisors Proxy Voting Authorization Form, and we have accepted and executed that form. Absent contrary instructions from a client, it is our policy to vote client proxies in accordance with management. In instances where management has not provided direction, we will abstain from voting such proxies. As referenced above, we only accept proxy voting authority for a limited number of client accounts. For most client accounts we do not accept proxy voting authority. For the majority of client accounts for which we do not exercise proxy voting authority, clients will receive proxy materials directly from the custodian for their account. Clients who have retained proxy voting authority may contact us using the contact information provided on the cover page of this Brochure. Item 7 Client Information Provided to Portfolio Managers Regal takes seriously its obligation to protect the confidentiality of client information. Clients will be provided with our privacy notice upon the establishment of an account. Regal IARs, who serve as portfolio manager, have access to all client information obtained by Regal with respect to the clients’ accounts, they manage. IARs communicate directly with clients on a regular basis as needed in order to ensure your most current investment goals and objectives are understood and are followed. In most cases, we will communicate such information as part of our regular investment management duties. In addition, you may communicate personal information, instructions, and changes in your investment goals and objectives when market or economic conditions warrant such action directly to an Associated Person of Regal. Item 8 Client Contact with Portfolio Managers There are no restrictions on your ability to contact your IAR who acts as the portfolio manager of the Program. You should contact our firm or your IAR directly with any questions regarding your account. Item 9 Additional Information Disciplinary Information Information on disciplinary history and registration of Regal and IAR’s of Regal may be obtained online at adviserinfo.sec.gov, brokercheck.finra.org, or by contacting state regulatory authorities. Following is a list of those legal or disciplinary events that may be material to your evaluation of Regal or the integrity of Regal’s management. On September 16, 2021, Regal Investment Advisors, John Kailunas II, and Brian Yarch settled without admitting or denying the findings with the SEC for not providing advisory service to certain advisory clients after the original IAR left Regal and Page 9  Regal Investment Advisors Form ADV Part 2A Appendix 1: Wrap Fee Program Brochure did not disclose conflicts of interest arising from compensation received from an affiliated portfolio manager. The cited conduct was unintentional, and amounts paid pursuant to the Order have been distributed to affected clients. All payments related to the SEC Judgement have been paid in full. Regal agreed to pay disgorgement of $595,899, prejudgment interest of $100,875, and a civil penalty of $150,000, and to perform certain undertakings. Also, without admitting or denying the findings in the order, John Kailunas, II and Brian Yarch agreed to penalties of $50,000 each, and Brian Yarch agreed to a limitation from acting in a chief compliance officer capacity, with the right to apply to act as a chief compliance officer after three years. Regal, Kailunas, and Yarch also agreed to cease-and-desist orders and to be censured. From May 22, 2021, to February 6, 2024, Regal’s affiliate, Regulus Financial Group, LLC, did not disclose its own and Regal’s disciplinary history in the firm’s customer relationship summary (Form CRS). Form CRS contains the heading, “Do you or your financial professionals have legal or disciplinary history?”. Item 4 of the instructions to Form CRS state that a firm must respond “Yes” if it or any of its financial professionals disclose, or is required to disclose, legal or disciplinary history on specified regulatory disclosure forms, such as Form BD. Regulus’ CRS erroneously stated “Yes, although Regulus does not, some of our financial professionals do have a legal or disciplinary history.” Due to filing and delivering to customers a Form CRS that omitted required information, Regulus was censured and fined $20,000 by FINRA. Other Financial Industry Activities and Affiliations Registrations with Broker-Dealer Associated Persons providing investment advice on behalf of our firm may be registered representatives with Regulus Financial Group, LLC ("Regulus"), a securities broker-dealer and member of the Financial Industry Regulatory Authority and the Securities Investor Protection Corporation. We are affiliated with Regulus through common control and ownership. Regulus registered representatives receive commission-based compensation in connection with the purchase and sale of securities, including 12b-1 fees for the sale of investment company products. Compensation earned as registered representatives is separate from our advisory fees. This practice presents a conflict of interest because persons providing investment advice on behalf of our firm who are registered representatives have an incentive to effect securities transactions for the purpose of generating commissions rather than solely based on your needs. To mitigate this conflict Associated Persons must avoid servicing their own personal interests ahead of the interests of Regal’s clients and described in the Firm Code of Ethics. Not all of our Associated Persons are registered representatives with Regulus. Arrangements with Affiliated Entities John Kailunas II, Brian D. Yarch, and Don Carlson, Managing Members of Regal Investment Advisors LLC are also owners and executive officers of Regal Holdings of America. Regal Holdings of America is the majority owner of Regulus Financial Group, LLC. Regulus is a securities broker-dealer and a member of the Financial Industry Regulatory Authority and the Securities Investor Protection Corporation. Regulus has entered into a tri-party clearing agreement with Pershing LLC, and with Saxony Securities, Inc. as the intermediary firm. Regal's advisory relationships with Pershing LLC/Saxony Securities, Inc. are conducted through Regulus. Associated Persons providing investment advice on behalf of our firm may be licensed as insurance agents. They will earn commission-based compensation for selling insurance products, including insurance products they sell to you. Insurance commissions earned by these persons are separate from our advisory fees. Not all of our Associated Persons are insurance agents. The referral arrangements we have with our affiliated entities present a conflict of interest because we have a financial incentive to recommend our affiliates' services. While we believe that compensation charged by our affiliates is competitive, such compensation may be higher than fees charged by other firms providing the same or similar services. Regal periodically evaluates the fees charged by our affiliates to ensure they remain generally competitive in the market. You are under no obligation to use our affiliates' services and may obtain comparable services and/or lower fees through other firms. Code of Ethics We have adopted a Code of Ethics that sets the standard of conduct expected to comply with applicable securities laws. Our goal is to protect your interests at all times and to demonstrate our commitment to our fiduciary duties of honesty, good faith, and fair dealing with you. We adhere strictly to these guidelines. Additionally, we maintain and enforce written policies reasonably designed to prevent the misuse or dissemination of material, non-public information about you or your Page 10  Regal Investment Advisors Form ADV Part 2A Appendix 1: Wrap Fee Program Brochure account holdings by persons associated with our firm. Clients or prospective clients may obtain a copy of our Code of Ethics by contacting us at the telephone number on the cover page of this brochure. Personal Trading Practices Our firm or persons associated with our firm may buy or sell the same securities that we recommend to you or securities in which you are already invested. A conflict of interest exists in such cases because we have the ability to trade ahead of you and potentially receive more favorable prices than you will receive. To mitigate this conflict of interest, it is our policy that neither our firm nor persons associated with our firm shall have priority over your account in the purchase or sale of securities. Review of Accounts Regal monitors client account holdings on a continuous basis. IARs are responsible for providing investment advice and conducting ongoing reviews for client accounts. Clients are encouraged to meet with their IAR at least once per year to discuss any changes in personal or financial circumstances, suitability of the investments, risk tolerance and any new or revised account restrictions. Triggering factors for additional reviews may include, for example, a client request, significant changes to a client’s financial condition, risk tolerance or investment objectives, and/or changes in economic conditions, etc. Client Referrals and Other Compensation We directly compensate non-employee (outside) consultants, individuals, and/or entities (“Promoters”) for client referrals. In order to receive a cash referral fee from our firm, Promoters must comply with the requirements of the jurisdictions in which they operate. If you were referred to our firm by a Promoter, you should have received a copy of this brochure along with the Promoter’s disclosure statement at the time of the referral. If you become a client, the Promoter that referred you to our firm will receive a percentage of the advisory fee you pay our firm for as long as you are a client with our firm, or until such time as our agreement with the Promoter expires or a one-time, flat referral fee upon your signing an advisory agreement with our firm. You will not pay additional fees because of this referral arrangement. Referral fees paid to a Promoter are contingent upon your entering into an advisory agreement with our firm. Therefore, a Promoter has a financial incentive to recommend our firm to you for advisory services. This creates a conflict of interest; however, you are not obligated to retain our firm for advisory services. Comparable services and/or lower fees may be available through other firms. We may enter into contractual arrangements with one or more Associated Persons of our firm, under which these individuals may receive compensation from our firm for the establishment of new client relationships. Associated Persons who refer clients to our firm must comply with the requirements of the jurisdiction(s) where they operate. Incentive based compensation paid to any such employee will be contingent upon you, as client, entering into an advisory agreement with our firm. You will not be charged additional fees based on this compensation arrangement. However, such a contractual arrangement in litigation to recover damages on your behalf. AssetMark We have entered into an agreement with AssetMark, Inc. (“AssetMark”) a third-party asset manager for non-wrap accounts (TPAM) we may recommend, whereby AssetMark provides our firm with a quarterly reimbursement for qualified marketing and/or business development expenses incurred by our firm. Examples of qualified expenses include organized group meetings, client communication materials, advertising, seminars and conference expenses, coaching/training/business development programs, and meetings with prospective investors. The amount of reimbursement is based on the amount of assets place with AssetMark. Therefore, this arrangement creates a conflict of interest in that we have a financial incentive to recommend AssetMark to our client over other TPAMs. Notwithstanding our agreement with AssetMark, to mitigate this conflict we will recommend AssetMark to clients only to the extent that our recommendation is in the client’s best interest given the client’s financial needs, investment goals, risk tolerance, and investment objectives. Betterment We receive a non-economic benefit from Betterment for Advisors and Betterment Securities (“Betterment”) in the form of the support products and services it makes available to us and other independent investment advisors whose clients maintain their accounts at Betterment. The availability to us of Betterment products and services is not based on us giving particular investment advice, such as buying particular securities for our clients. FinLife Partners In an effort to enhance the quality and breadth of services that Regal provides to its clients, we utilize a suite of digitally powered technology solutions offered by FinLife Partners®, a division of United Capital Financial Advisers, LLC (“FinLife Page 11  Regal Investment Advisors Form ADV Part 2A Appendix 1: Wrap Fee Program Brochure Partners”). FinLife Partners provides access to its technology platform to Regal that includes the use of certain digital tools and systems, training relating to use of the technology platform, and if elected by Regal, certain clerical documents, and data compilation services. FinLife Partners is not in any way involved in, or responsible for the individual investment management or guidance provided to Regal’s clients. Regal pays FinLife Partners a flat fee (“CS Use fee”) for its technology implementation services as well as fees calculated per a percentage-basis formula in accordance with the volume of clients for who Regal utilizes such services and/or products. As such for certain services offered, clients indirectly contribute to the payment of the cost of services paid to FinLife Partners. Relating to the cost for services, Regal is financially incentivized to refer clients to FinLife, creating a conflict of interest. Additionally, upon the date of the quarterly invoice for the CX Use Fee, FinLife Partners will determine the aggregate of Regal’s assets invested in Goldman Sachs Asset Management managed mutual funds (“GSAM Mutual Funds”). If Regal invests $15 million or more in GSAM Mutual Funds, Regal will receive a quarterly credit equal to $6,250 for every $15,000,000 of assets invested in GSAM Mutual Funds on the date of the applicable invoice. The total credit may not exceed the total quarterly invoiced amount for the CX Use Fee as specified on the fee schedule. FinLife Partners will measure eligibility for and apply the credit, if any, on a quarterly basis against the annual fees due and owing. FinLife Partners reserves the right to terminate the credit program at any time. Revenue Sharing Agreements Pursuant to an agreement in place with North Star Investment Management Corporation, Regal's affiliated broker-dealer, Regulus Financial Group, LLC receives an annual fee of 0.45% of assets invested in certain North Star funds by investors referred by Regal. This presents a conflict of interest as Regal has an incentive to encourage representatives, or clients through financial planning services, to invest in the following mutual funds managed by North Star (as of March 26th, 2024): • NSDVX - North Star Dividend Fund • NSMVX - North Star Micro-Cap Fund • NSOIX - North Star Opportunity Fund • NSBDX – North Star Bond Fund Less expensive or better performing mutual funds with the same or similar fund objective may be available. As a fiduciary, we have a duty to put the needs of clients above our own and will only recommend an investment if the investment would serve the needs of our client. Research and Soft Dollar Arrangements We may consider the value of research and brokerage products or services provided by a broker-dealer when selecting where to execute client transactions. This practice, known as using "soft dollars," may create a conflict of interest, as the firm benefits from these services while transaction costs are client assets. Soft dollar arrangements may also incentivize higher trading volumes. We do not receive client referrals from broker-dealers in exchange for cash or other compensation, such as brokerage services or research. Our use of soft dollars complies with Section 28(e) of the Securities Exchange Act of 1934, which provides a "safe harbor" for investment managers using client commissions to obtain research that assists in investment decision-making. We determine in good faith that commissions paid are reasonable in relation to the value of brokerage and research services received. Research services may include market data, financial analyses, and investment recommendations. Brokerage services may involve technology and tools that facilitate trade execution. These services are used for overall investment decision making and not solely for accounts generating soft dollars. In some cases, we may allocate costs between research/brokerage and administrative use, ensuring only the portion related to investment decisions is funded with soft dollars. Additionally, we may pay higher transaction fees for mutual fund trades through certain brokers to obtain research, which may not directly benefit the accounts incurring these costs. Soft dollar credits may be accumulated and used for specified expenses. While brokers providing research may receive more business, we do not exclude others from executing trades solely for lacking soft dollar arrangements. Other Uses and Products The firm may use some products or services not only as "research" and as brokerage (i.e., to assist in making investment decisions for clients or to perform functions incidental to transaction execution), but for our administrative and other purposes as well. In these instances, we make a reasonable allocation of the cost of the products and services so that only the portion of the cost attributable to making investment decisions and executing transactions is paid with commission Page 12  Regal Investment Advisors Form ADV Part 2A Appendix 1: Wrap Fee Program Brochure dollars; we bear the cost of the balance. Our interest in making such an allocation differs from clients' interest, in that we have an incentive to designate as much as possible of the cost as research and brokerage in order to minimize the portion that the firm must pay directly. Amount and Manner of Payment A broker-dealer through which the firm wishes to use soft dollars may establish "credits" arising out of brokerage business done in the past, which may be used to pay, or reimburse the firm for, specified expenses. In other cases, a broker-dealer may provide or pay for the service or product and suggest a level of future business that would fully compensate it. The actual level of transactional business the firm does with a particular broker-dealer during any period may be less than such a suggested level but may exceed that level and may generate unused soft dollar "credits." We do not exclude a broker- dealer from receiving business simply because the broker-dealer has not been identified as providing soft dollar research products and services, although we may not be willing to pay the same commission to said broker-dealer as we would have paid had the broker-dealer provided such products and services. Fidelity Program Regal Investment Advisors participates in the Client Commission Arrangement (the “Program”) offered by Fidelity Brokerage Services, LLC (“Fidelity”). Fidelity offers independent investment advisors services which include custody of securities, trade execution, clearance, and settlement of transactions. We receive some benefits from Fidelity through our participation in the Program. There is no direct link between our participation in the Program and the investment advice we give to you, although we receive economic benefits through participation in the program that are typically not available to Fidelity retail investors. These benefits include the following products and services (provided without cost or at a discount): receipt of duplicate client statements and confirmations; research-related products and tools; consulting services; access to a trading desk serving adviser participants; access to block trading (which provides the ability to aggregate securities transactions for execution and then allocate the appropriate shares to client accounts); the ability to have advisory fees deducted directly from client accounts; access to an electronic communications network for client order entry and account information; access to mutual funds with no transaction fees and to certain institutional money managers; and discounts on compliance, marketing, research, technology, and practice management products or services provided to Regal Investment Advisors by third-party vendors. Fidelity may also have paid for business consulting and professional services received by our related persons. Some of the products and services made available by Fidelity through the program may benefit us but may not benefit our accounts. These products or services may assist us in managing and administering client accounts, including accounts not maintained at Fidelity. Other services made available by Fidelity are intended to help Regal Investment Advisors manage and further develop its business enterprise. The benefits received by us or our personnel through participation in the Program does depend on the amount of brokerage transactions directed to Fidelity. As part of its fiduciary duties to you, we endeavor at all times to put your interests first. Clients should be aware, however, that the receipt of economic benefits by Regal Investment Advisors or its related persons in and of itself creates a potential conflict of interest and may indirectly influence the Firm's choice of Fidelity for custody and brokerage services. Schwab Advisor Services Schwab Institutional provides Regal Investment Advisors with access to its institutional trading and operations services, which are typically not available to Schwab retail investors. These services generally are available to independent investment advisers at no charge to them so long as a total of at least $10 million of the adviser's clients account assets are maintained at Schwab Institutional. Our access to Schwab’s services does not constitute a formal soft dollar agreement, but we do receive economic benefits as a result of our participation. Schwab Institutional services may include research, brokerage, custody, access to mutual funds and other investments that are otherwise available only to institutional investors or would require significantly higher minimum initial investments. Schwab Institutional also makes available to Regal Investment Advisors other products and services that benefit Regal Investment Advisors but may not benefit its clients' accounts. These include software and other technology that provide access to client account data (such as trade confirmations and account statements), facilitate trade execution, provide research, pricing information and other market data, facilitate payment of Regal Investment Advisors' fees from its clients' accounts, and assist with back-office support, recordkeeping and client reporting. The availability to Regal Investment Advisors of the foregoing products and services is not contingent upon Regal Investment Advisors committing to Schwab Institutional any specific amount of business (assets in custody or trading). Financial Information This item is not applicable to this Brochure. Under no circumstances do we require or solicit payment of fees in excess of $1,200 per client more than six months in advance of services rendered. Therefore, we are not required to include a financial statement. Regal does not have any financial condition that is reasonably likely to impair our ability to meet contractual commitments to clients. Regal has not been the subject of a bankruptcy petition. Page 13 

Regal Investment Advisors, LLC conducting business as LionShare Form ADV Part 2A Brochure April 25, 2025 This brochure provides information about the qualifications and business practices of Regal Investment Advisors LLC which uses the doing business as name of LionShare. If you have any questions about the contents of this brochure, please contact us at 616.224.2204. 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. Additional information about Regal Investment Advisors LLC is also available on the SEC's website at www.adviserinfo.sec.gov. The searchable IARD/CRD number for Regal Investment Advisors LLC is 125004. Regal Investment Advisors LLC is a Registered Investment Adviser. Registration with the United States Securities and Exchange Commission or any state securities authority does not imply a certain level of skill or training. 2687 44th Street SE Kentwood, MI 49512 Main: 616.224.2204 Fax: 616.458.7402 Toll Free: 888.546.2715 http://www.regalria.com https://regal-lionshare.com  LionShare Form ADV Part 2A Brochure Item 2 Summary of Material Changes Form ADV Part 2 requires registered investment advisers to amend their brochure when information becomes materially inaccurate. If there are any material changes to an adviser's disclosure brochure, the adviser is required to notify you and provide you with a description of the material changes. Since our last other than annual amendment on November 20, 2024, we have updated this brochure on March 26, 2025, to ensure that all information related to the Firm is accurately reflected. This update includes revisions aimed at improving clarity, enhancing conciseness, and reducing redundancy throughout the document, while several sections have been refined for better readability and comprehension. Additionally, on April 25th, we subsequently updated Item 9 Disciplinary Information to reflect a $20,000 fine imposed by FINRA against our broker-dealer affiliate, Regulus Financial Group, LLC due to the omission of necessary disclosure information on Regulus’s Form CRS. Clients should carefully read this Brochure in its entirety. For more information you may request a full copy of our current Brochure at any time, without charge, by calling 616.224.2204. Additional information about Regal Investment Advisors is available via the SEC’s Investment Adviser Public Disclosure website at adviserinfo.sec.gov. The SEC’s website also provides information about any persons affiliated with Regal Investment Advisors who are registered, or required to be registered, as Investment Adviser Representatives of Regal Investment Advisors. Page 2  LionShare Form ADV Part 2A Brochure Item 3 Table of Contents Item 2 Summary of 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 ........................................................................... 7 Item 7 Types of Clients .............................................................................................................................................. 8 Item 8 Methods of Analysis, Investment Strategies and Risk of Loss .................................................................... 8 Item 9 Disciplinary Information ............................................................................................................................... 10 Item 10 Other Financial Industry Activities and Affiliations ................................................................................... 11 Item 11 Code of Ethics, Participation or Interest in Client Transactions and Personal Trading ........................ 12 Item 12 Brokerage Practices ................................................................................................................................... 12 Item 13 Review of Accounts ................................................................................................................................... 15 Item 14 Client Referrals and Other Compensation ................................................................................................. 16 Item 15 Custody ....................................................................................................................................................... 16 Item 16 Investment Discretion ................................................................................................................................ 17 Item 17 Voting Client Securities .............................................................................................................................. 17 Item 18 Financial Information ................................................................................................................................. 17 Additional Information ............................................................................................................................................. 18 Page 3  LionShare Form ADV Part 2A Brochure Item 4 Advisory Business Description of the Firm and Services Regal Investment Advisors LLC is a registered investment adviser based in Kentwood, Michigan. LionShare (hereinafter “LionShare”) is a Doing Business As (“DBA”) name of Regal Investment Advisors LLC (“Regal”). Regal is organized as a limited liability company under the laws of the State of Michigan and has been providing investment advisory services since July 2003. John A. Kailunas, II, Brian Yarch, and Don Carlson are the principal owners. Regal conducts its investment advisory business through a network of independent Investment Adviser Representatives ("IARs") who operate offices located throughout the United States. The following brochure describes our services and fees. Please refer to the description of each investment management service listed below for information on how we tailor our investment management services to your individual needs. As used in this brochure, the words "we", "our" and "us" refer to LionShare and the words "you", "your" and "client" refer to you as either a client or prospective client of the Financial Advisor (as defined below). Also, you may see the term “Associated Person” throughout this Brochure. As used in this Brochure, our Associated Persons are our firm's officers, employees, and all individuals providing investment advice on behalf of our firm. Investment Management Services LionShare provides discretionary investment management services to IARs of Regal, and through subadvisor agreements, to other SEC and state registered Investment advisors (hereafter “Primary Financial Adviser(s)”). LionShare is an investment advisory solution that utilizes a variety of strategies and models portfolios (“Strategies”), both developed and managed internally by Regal (“Proprietary Strategies”), and by third parties (“Third-Party Strategies”). A Strategy represents the investment recommendations of a portfolio manager, in the form of a list of securities to hold and the relative weight of each. The portfolio managers are responsible for the portfolio management and trading decisions. LionShare offers a variety of Strategies that utilize various security types, including mutual fund, ETF, equity, and fixed income portfolios. Financial Advisers are responsible for interposing their own judgment in deciding whether the Strategies are appropriate for their client accounts. Strategy(ies) selections are generally communicated to LionShare in the form of an asset allocation strategy (“Allocation”). The client’s Financial Adviser will designate the Strategies to be used for each client account. Please refer to your Financial Advisor’s brochure for details regarding the services they provide. A client will not have direct contact with LionShare. It is the responsibility of the client’s Financial Adviser to be solely responsible for understanding a client’s individual financial situation, investment goals and objectives, qualification, time horizon, portfolio liquidity and concentration, and tolerance for risk as well as any investment limitations and reasonable restrictions for the account. Based upon this knowledge, your Financial Adviser selects an Allocation for your account. Your Financial Advisor is solely responsible for maintaining communication with you to monitor your investment objectives and any changes in your individual circumstances and for communicating any changes in your situation to us in the form of an Allocation selected for your account. Any questions you may have regarding the Allocation employed for your account, the Strategies comprising the Allocation, their suitability for your individual financial situation, or the fees charged should be solely directed to your Financial Adviser. Your Financial Adviser may terminate LionShare Investment Management services for the account(s) at any time. You may impose reasonable investment restrictions upon the management of the Strategies included in your Allocation. Any permitted restrictions are stated in the agreement which is signed by the client. Discretionary Authority If you participate in LionShare, we require you to grant our firm discretionary authority to manage your account. Discretionary authorization will allow our firm to determine the specific securities, the amount of securities to be purchased or sold, and the broker or dealer to be used for a purchase or sale of securities for your account without your approval prior to each transaction. Discretionary authority is typically granted by the investment advisory agreement you sign with our firm, a power of attorney, or trading authorization forms. We do not have access to your funds and/or securities with the exception of having advisory fees deducted from your account and paid to us by the account custodian. Any fee deduction is done pursuant to your prior written authorization provided to the account custodian. Our advice is tailored to the individual needs of clients and therefore, clients may impose reasonable investment restrictions upon their account(s). Any permitted restrictions are stated in the agreement or a letter of instruction which is signed by the client. Page 4  LionShare Form ADV Part 2A Brochure Third Party Strategies Third Party Strategies include asset allocation, as well as selection of the underlying investments. Regal may perform overlay management of the Third-Party Strategy by placing trade orders, periodically updating and rebalancing each Strategy (pursuant to the direction of the third party). The provider of the Third-Party Strategy may also have direct authority to trade their Strategy, granted by the investment advisory agreement you sign, a limited power of attorney, and/or trading authorization forms. LionShare may, from time to time, replace existing providers of Third-Party Strategies or hire other third parties, and cannot guarantee the continued availability of Third-Party Strategies. Our ability to hire and fire third parties who may provide Third-Party Strategies on your behalf is based on you granting our firm discretionary authority, which is typically granted by the investment advisory agreement you sign with our firm, a power of attorney, or trading authority forms. Certain Third-Party Strategies include mutual funds or exchange traded funds that are advised by the third party or its affiliate(s) (“Third Party Proprietary Funds”). This creates a conflict of interest. In such situations, the third party or its affiliate(s) will typically receive fees from the Third-Party Proprietary Funds for serving as investment adviser or other service provider to the Third-Party Proprietary Funds (as detailed in such fund’s prospectus). These fees will be in addition to the management fees that a third party receives for its ongoing management of the Third-Party Strategies. This creates a financial incentive and potential conflict of interest for the third party to utilize Third Party Proprietary Funds. Clients should discuss any questions with or request further information from their Financial Advisor concerning the use of Third- Party Proprietary Funds in Third Party Strategies or the conflict of interest this creates Proprietary Strategies Regal has developed, owns and offers a variety of internal Proprietary Strategies that are marketed under different names. These Proprietary Strategies are managed on a discretionary basis by Regal and include: Dividend Plus, Regalfolios, Dunamis, Durand, LionShare Model Allocation Series, and LionShare Partner Series. IARs, through their affiliation with Regal, may recommend Proprietary Strategies to their clients based on each client's investment goals and objectives. The IAR does not receive additional compensation for recommending a Proprietary Strategy, however Regal receives a financial benefit through its ownership of the Proprietary Strategies. In the limited cases in which a client is working directly with an owner or executive of Regal, a direct conflict of interest would be present. In these cases, John Kailunas II, Brian Yarch, Don Carlson, and executive officers would have an incentive to offer clients a Proprietary Strategy as opposed to a Third-Party Strategy where Regal would share fees received with the third party. Other Information About LionShare Investment Management Services • Supported Custodians - LionShare Investment Management Services are only available to Financial Advisors whose client accounts are held at one of the following supported custodian broker-dealers (“Supported Custodians”): Schwab Advisor Services (“Schwab”), and/or Fidelity Institutional Wealth Services (“Fidelity”). We may in the future accept other custodian brokers. We have arranged with these Supported Custodians the capability to electronically place securities brokerage orders on behalf of such account(s). This electronic trading capability is generally required for effective provisions of LionShare investment management services. Although the LionShare platform requires that you use one of the Supported Custodians, we are not involved in your selection of a Supported Custodian or ongoing monitoring of a Supported Custodian. • Referrals - Clients may be referred to LionShare by third-party Product Development Managers (Promoters). Refer to Item 14 – Client Referrals and Other Compensation in this Brochure for further information. • Wrap Fee Programs - LionShare does not participate in any wrap fee programs. Assets Under Management As of December 31, 2024, Regal Investment Advisors, LLC provides continuous management services for $1,836,072,928 in client assets on a discretionary basis, and $397,929,650 in client assets on a non-discretionary basis. Item 5 Fees and Compensation We will receive an Investment Management Fee for the Investment Management Services performed for client account(s). If a Third-Party Strategy is used these fees will be shared with the Third-Party Strategy portfolio manager. We will deduct our Investment Management Fee directly from your account through the qualified custodian holding your funds and securities. We will deduct our Investment Management Fee only when you have given our firm written authorization permitting the fees to be paid directly from your account. Further, the qualified custodian will deliver an account statement to you at least quarterly. These account statements will show all disbursements from your account. You should review all statements for accuracy. We will also have access to your account statements. Page 5  LionShare Form ADV Part 2A Brochure The Investment Management Fee rate will typically range from 0.30% to 1.00% per annum, depending upon the value of your account and the composition of the set of Strategies utilized by your Primary Financial Advisor. The Investment Management Fee is billed and payable quarterly in advance based on the value of the account on the last day of the previous quarter. For situations where LionShare is used by a Primary Financial Advisor, fees and payment arrangements are negotiable and will vary on a case-by-case basis. This creates a conflict of interest because we have a financial incentive to recommend the services of the Primary Investment Adviser. The fee paid by the client will not vary from the fee agreed to and stated in the advisory agreement. For details on what portion of the fee is allocated to Regal and the Primary Financial Adviser, please ask your assigned representative for a full breakdown of the advisory fees listed in the advisory agreement. Regal works to minimize these conflicts by reviewing client suitability to ensure the Models selected aligns with the client’s needs. As a fiduciary (and as discussed further in Item 11), we have a duty to put the needs of clients above our own and will only recommend an investment if the investment would serve the needs of our client. Specific fee rates and minimums are specified in the advisory services agreement between us and the Financial Adviser. Financial Advisor Fees In addition to our Investment Management Fee, each Financial Advisor typically charges a fee to the Client. These fees are billed separately via an advisory agreement which the Client has entered into with the Financial Advisor. The total advisory fee that a client will pay for LionShare portfolio services is the sum of LionShare’s Investment Management fee plus the advisory fees charged by the Financial Advisor managing the client account(s). LionShare’s Investment Management fee is separate and distinct from fees charged by the client’s Financial Advisor. Any fees Client pays Financial Advisor are not determined or supervised by Regal. These advisory fees charged by the Financial Advisor may be negotiable. Please refer to the Financial Advisor’s ADV Part 2 for further information on their advisory fees, policies and procedures. LionShare Fee Calculations Fees are computed and billed quarterly, in advance and are based on the value of Client’s Account on the last day of the month in the prior quarter and include all positions in the Account including cash and money market funds. If the management of a client account begins at any time other than the first day of a calendar quarter, our fees will apply on a pro rata basis, which means that the Investment Management Fee is payable in proportion to the number of days in the quarter for which you are a client. The fee schedule may be amended from time to time by LionShare upon at least thirty (30) days advance written notice to Client, subject to Client’s right to terminate the Agreement before an increased fee schedule takes effect. We will deduct our fee directly from your account through the Supported Custodian or qualified custodian holding your funds and securities. We will deduct our Investment Management Fee only when you have given our firm written authorization permitting the fees to be paid directly from your account. Further, the Supported Custodian will deliver an account statement to you at least quarterly. These account statements will show all disbursements from your account(s). You should review all statements for accuracy. We will also have access to your account statements. You may terminate the investment management agreement upon written notice. You will incur a pro rata charge for services rendered prior to the termination of the Investment Management Agreement, which means you will incur Investment Management Fees only in proportion to the number of days in the quarter for which you are a client. If you have pre-paid Investment Management Fees that we have not yet earned, you will receive a prorated refund of those fees. Typically, within five business days following the end of a billing period, we will notify your custodian of the amount of the Investment Management Fee due and payable to us. The custodian does not validate or check our fee, its calculation, or the assets on which the fee is based. They will deduct the Investment Management Fee from your account. Investment Management Fee payments will generally be made through the redemption of money market fund shares or cash positions maintained in your account. If insufficient cash funds exist in your account to meet your Investment Management Fee obligations, securities in your account may be sold (the selection of which is in our sole discretion) to generate sufficient cash with which to cover the debit balance. Page 6  LionShare Form ADV Part 2A Brochure Fee Structures - Flat, “Blended” schedules, and “Breakpoint” schedules LionShare Strategies utilize three different Investment Management Fee structures: flat fees, “Blended” schedules, and “Breakpoint” schedules. A flat fee structure charges the same percentage of the account value regardless of the amount of assets under management at the account or household level. There are generally two types of tiered fee schedules, which are referred to as “Blended” schedules and “Breakpoint” schedules. • Blended Schedule - A blended schedule evaluates the account value and matches it to a set fee schedule. At the beginning of a given billing period, the fee schedule determines which portions of the account value are subject to different fee rates. The total value of the account is compared against this schedule and, based on the account size, the different fee rates are blended to determine the total account fee for that period. • Breakpoint Schedule - A breakpoint schedule evaluates the account value and matches it to a set fee schedule at the beginning of each billing period. The total value of the account is compared against the fee rate for the respective value range that corresponds with the account value to determine the total account fee for that period. The fee rate for the entire account value decreases as the account value reaches the next fee rate, or "breakpoint." Which fee is applicable to your account will be dependent on the specific strategies selected. Please refer to your Client Investment Advisory Agreement for specific information related to your fee arrangement. Additional Fees and Expenses As part of our investment advisory services to you, we may invest, or recommend that you invest, in mutual funds (“MF”) and exchange-traded funds (“ETF”). The fees that you pay to our firm for investment advisory/management services are separate and distinct from the fees and expenses charged by mutual funds or exchange-traded funds (described in each fund's prospectus) to their shareholders. These fees will generally include a management fee and other fund expenses. You will also incur transaction charges and/or brokerage fees when purchasing or selling securities. These charges and fees are typically imposed by the Supported Custodian through whom your account transactions are executed. To fully understand the total cost you will incur, you should review all the fees charged by mutual funds, exchange-traded funds, our firm, and others. For information on our brokerage practices, please refer to the "Brokerage Practices" section of this brochure. Investment Management Fees payable to us do not include all the fees you will pay when we purchase or sell securities for your account(s). The following list of fees or expenses are what you may pay directly to third parties, whether a security is being purchased, sold or held in your account(s) under our management. Fees charged are by the broker dealer/custodian. These fees are paid to your broker, custodian, or the investment adviser of the MFs and/or ETFs you hold. The fees include: • Brokerage commissions. • Transaction fees. • Exchange or SEC fees. • Advisory fees or administrative fees charged by MFs, ETFs and other pooled investment vehicles. • Advisory fees charged by Financial Advisor. • Custodial Fees. • Odd-Lot differentials. • Deferred sales charges (charged by mutual funds). • Transfer taxes. • Wire transfer and electronic fund processing fees; and • Commissions or mark-ups / mark-downs on security transactions. We utilize covered call option trading strategies for certain approved client accounts. The use of specific option strategies requires margin features along with an approved level of options trading for certain client accounts. The use of these option strategies may incur additional fees and expenses. Fees for advice and execution on these securities are based on the market value of the account. Item 6 Performance-Based Fees and Side-By-Side Management We do not accept performance-based fees or participate in side-by-side management. Side-by-side management refers to the practice of managing accounts that are charged performance-based fees while at the same time managing accounts that are not charged performance-based fees. Performance-based fees are fees that are based on a share of capital gains or capital appreciation of a client's account. Our fees are calculated as described in the Advisory Business section 4 above Page 7  LionShare Form ADV Part 2A Brochure and are not charged on the basis of a share of capital gains upon, or capital appreciation of, the funds in your account. Item 7 Types of Clients We provide our services to SEC-registered investment advisers, state-registered investment advisers and their investment advisor representatives. LionShare Strategies have various account minimums ranging from $10,000 to $1,000,000 dependent on the strategy. For more information regarding specific Strategy minimums please ask your Financial Advisor. We have the right to terminate your account if it falls below a minimum size which, in our sole opinion, is too small to effectively manage. Item 8 Methods of Analysis, Investment Strategies and Risk of Loss Methods of Analysis The Financial Advisor is solely responsible for determining the investment strategy to be implemented on your behalf and, as applicable, selecting from among the portfolios available through the LionShare platform. As the LionShare discretionary portfolio manager, we implement the asset allocation Strategy assigned to client account(s) by the respective Financial Advisor. As the LionShare portfolio manager, we utilize the specified Strategies and Models, along with analytical methodologies in determining how to implement an account’s Strategy. Investment Strategies We make Strategy implementation decisions as a tradeoff between the goal of tracking as closely as possible to the designated Strategy and the implicit transaction costs associated with that goal. Our portfolio management team is solely responsible for the day-to-day implementation decisions for all client accounts. Risk of Loss Investing in securities involves risk of loss that you should be prepared to bear. We do not represent or guarantee that our services or 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. In addition to specific risks related to investing in particular types of securities further described below, the success of client portfolio activities will be affected by general economic and market conditions, such as interest rates, availability of credit, inflation rates, commodity prices, economic uncertainty, changes in laws, trade barriers, currency fluctuations and controls, and national and international political circumstances. Clients will be subject to the risk of loss arising from exposure that it may incur, indirectly, due to the occurrence of various events, including hurricanes, earthquakes, and other natural disasters, terrorism, and other catastrophic events such as a pandemic. These risks can be substantial and could have a material adverse effect on client portfolios including affecting the level of volatility of securities’ prices and the liquidity of investments in portfolios. Such volatility or illiquidity could impair profitability or result in losses. We cannot offer any guarantees or promises that your financial goals and objectives will be met. Past performance is in no way an indication of future performance. Recommendation of Particular Types of Securities Given that each client has different needs and tolerance for risk, what type of investment we recommend may vary from client to client. Each type of security has its own unique set of risks associated with it and it would not be possible to list here all of the specific risks of every type of investment. Even within the same type of investment, risks can vary widely. However, in very general terms, the higher the anticipated return of an investment, the higher the risk of loss associated with it. There are numerous ways of measuring the risk of equity securities (also known simply as "equities" or "stock"). In very broad terms, the value of a stock depends on the financial health of the company issuing it. However, stock prices can be affected by many other factors including, but not limited to the class of stock (for example, preferred or common); the health of the market sector of the issuing company; and the overall health of the economy. In general, larger, more well- established companies ("large cap") tend to be safer than smaller start-up companies ("small cap"), but the mere size of an issuer is not, by itself, an indicator of the safety of the investment. Mutual funds and exchange-traded funds are professionally managed collective investment systems that pool money from many investors and invest in stocks, bonds, short-term money market instruments, other mutual funds, other securities, commodities, other instruments or any combination thereof. The fund will have a manager that trades the fund's investments in accordance with the fund's investment objective. While mutual funds and ETFs generally provide diversification, risks can be significantly increased if: the fund is concentrated in a particular sector of the market, primarily invests in small cap or speculative companies, uses leverage (i.e., borrows money) to a significant degree, or concentrates in a particular type of security (i.e., equities) rather than balancing the fund with different types of securities. Exchange-traded Page 8  LionShare Form ADV Part 2A Brochure funds differ from mutual funds since they can be bought and sold throughout the day like stock and their price can fluctuate throughout the day. The returns on mutual funds, ETFs and other pooled investment vehicles are be reduced by the costs and expenses associated with the management of the fund. Also, while some mutual funds are "no load" and charge no fee to buy into, or sell out of, the fund, other types of mutual funds do charge such fees which can also reduce returns. Mutual funds can also be "closed-end" or "open-end". Mutual funds, ETFs and other pooled investment vehicles typically reflect the risks of the types of securities or other investments in which those funds invest and other attending management risks. Additionally, there is the risk that the mutual fund or ETF may not achieve its investment objectives. ETFs also may trade at a premium or discount to underlying net asset value and are subject to secondary market trading risks. When a portfolio invests in a mutual fund, ETF or other pooled investment vehicle, clients also bear their proportionate share of such fund’s fees and expenses. Fixed Income Risk Investing in bonds involves the risk that the issuer will default on the bond and be unable to make payments. In addition, individuals depending 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. A bond can be "called" prior to its maturity. When a bond is called, it may not be possible to replace it with a bond of equal character paying the same rate of return. A change in market interest rates may adversely affect the value of fixed income securities. When interest rates increase, the value of fixed income securities generally will fall, and longer-term securities will be affected to a greater degree. In a lower interest rate environment, proceeds from investment income or sales may have to be reinvested at a lower yield Foreign and Emerging Markets Risk - Investment in these types of securities have considerable risks, including fluctuating foreign currency exchange rates, greater price volatility caused by political and economic uncertainty, less public information about security’s issuers, different securities regulation, different accounting and reporting standards, and less liquidity than in U.S. markets. Other Relevant Risks • Cybersecurity - Our business and our service providers are subject to risks associated with a breach in cybersecurity. Cybersecurity is a generic term used to describe the technology, processes and practices designed to protect networks, systems, computers, programs and data from both intentional cyber-attacks and hacking by other computer users, as well as unintentional damage or interruption. In either case can result in damage or interruption from computer viruses, network failures, computer and telecommunications failures, infiltration by unauthorized persons and security breaches, usage errors by their respective professionals, power outages and catastrophic events such as fires, tornadoes, floods, hurricanes and earthquakes. A cybersecurity breach could expose us and our clients to substantial costs including, without limitation, identity theft, unauthorized use of proprietary information, the dissemination of confidential and proprietary information and reputational damage. Furthermore, we cannot control the cybersecurity plans, strategies, systems, policies and procedures put in place by the issuers in which our clients invest. • Active Management Risk - The success of a client’s account that is actively managed depends upon the investment skills and analytical abilities of the portfolio manager to develop and effectively implement strategies that achieve the client’s investment objective. Subjective decisions made by the portfolio manager may cause a client portfolio to incur losses or to miss profit opportunities on which it may have otherwise capitalized. The model portfolios selected for clients by a Financial Advisor and provided by LionShare may or may not be successful in achieving their investment objectives and there is no assurance that these models will not expose the client to risk of significant. • Concentration Risk - Asset concentration risk is the chance that an account’s performance may be adversely affected by the poor performance of relatively few bonds, stocks, exchange traded funds, or other investments. An account may have a large portion of its assets in relatively few holdings. As a result, the volatility experienced by the account may be significant. • Cyclical Analysis Risk - Economic/business cycles may not be predictable and may have many fluctuations between long term expansions and contractions. The lengths of economic cycles may be difficult to predict with accuracy and therefore the risk of cyclical analysis is the difficulty in predicting economic trends and consequently the changing value of securities that would be affected by these changing trends. • Liquidity Risk - A client portfolio is exposed to liquidity risk when trading volume, lack of a market maker or trading partner, large position size, market conditions, or legal restrictions impair its ability to sell particular investments or to sell them at advantageous market prices. Consequently, a client portfolio may have to accept a lower price to sell an investment or continue to hold it or keep the position open, sell other investments to raise cash or give up Page 9  LionShare Form ADV Part 2A Brochure an investment opportunity, any of which could have a negative effect on the portfolio’s performance. These effects may be exacerbated during times of financial or political stress. • Use of Third-Party Investment Advisers Risk - We examine the experience, expertise, investment philosophies, and past performance of selected third party investment advisers to determine if that adviser has demonstrated an ability to invest over a period of time and in different economic conditions. We monitor the manager’s underlying holdings, strategies, concentrations and leverage as part of our overall periodic risk assessment. The risk of investing with a third-party manager who has been successful in the past is that he/she may not be able to replicate that success in the future. In addition, there is also a risk that an adviser may deviate from the stated investment mandate or strategy of the portfolio, making it a less suitable investment for clients. Moreover, as we do not control the adviser’s daily business and compliance operations, we may be unaware of the lack of internal controls necessary to prevent business, regulatory or reputational deficiencies. • Use of Certain Securities that Employ Derivative Instruments - Securities that utilize derivative instruments can lead to liquidity, credit, interest rate and market risks. Investments in derivative instruments may be subject to greater volatility than investments in traditional securities, including the high degree of leverage often embedded in such instruments, and potential material and prolonged deviations between the theoretical value and realizable value of a derivative. Some derivatives have the potential for unlimited loss. Derivatives may at times be illiquid. Certain derivatives may be difficult to value, and valuation may be more difficult in times of market turmoil. Derivative investments can increase portfolio turnover and transaction costs. Derivatives also are subject to counterparty risk and credit risk. New regulation of derivatives may make them more costly, or may otherwise adversely affect their liquidity, value or performance. In addition, derivatives may be subject to the additional risks, including Foreign Currency Forward Contracts Risk, Futures Contracts Risk, Hedging Risk, and Swap Agreements Risk. • Option Trading / Use of Leverage - We utilize covered call option trading strategies for certain approved client accounts. Option securities are complex derivatives of equity securities that incorporate certain leverage characteristics and as such carry an increased risk of investment loss. The use of leverage can dramatically magnify both gains and losses, increasing the possibility of a total loss of investment. Trading securities on margin results in interest charges and, depending on the amount of trading activity, such charges could be substantial. Because our fees are based on the assets in the client’s portfolio, and because margin loans increase the assets in an account, margin strategies will increase the fees payable to us. The level of interest rates and the rates at which client accounts can borrow can affect the operating results of those client accounts. Any restriction on the availability of credit from lenders could adversely affect the account’s performance. Investing with margin strategies will magnify losses and could result in a client losing more than their original investment. • Interval Fund Risk - We may recommend or purchase shares of interval funds for clients when consistent with a client’s investment objectives. An interval fund is a type of closed-end fund (mutual fund) that is not listed on an exchange. Interval funds periodically offer to repurchase a limited percentage of outstanding shares, as defined in its prospectus, from its shareholders. Interval funds are generally designed for long-term investors who do not require daily liquidity. Therefore, the shares are subject to periodic redemption offers by the fund at a price based on net asset value. Accordingly, interval funds are subject to liquidity constraints. Interval funds that invest in securities of companies with smaller market capitalizations, derivatives, or securities with substantial market and/or credit risk tend to have the greatest exposure to liquidity risk. Generally, the interval funds we recommend offer a one to two week period, on a quarterly basis, during which the client may seek the redemption of previously purchased interval funds. Given the lack of a secondary market, the infrequent nature of the offers to buy back shares, and the liquidity gates (or re-purchase limits), clients should consider the shares of interval funds to be illiquid. For information about the material risks associated with the fund’s investment strategies and other disclosures, please see the fund’s prospectus. Item 9 Disciplinary Information Information on disciplinary history and registration of Regal and IAR’s of Regal may be obtained online at adviserinfo.sec.gov, brokercheck.finra.org, or by contacting state regulatory authorities. Following is a list of those legal or disciplinary events that may be material to your evaluation of Regal or the integrity of Regal’s management. On September 16, 2021, Regal Investment Advisors, John Kailunas II and Brian Yarch settled an SEC action without admitting or denying the findings, for not providing advisory service to certain advisory clients after the original IARs left Regal and did not disclose conflicts of interest arising from compensation received from an affiliated portfolio manager. The cited conduct was unintentional, and amounts paid pursuant to the Order have been distributed to affected clients. All payments related to the SEC Judgement have been paid in full. Regal agreed to pay disgorgement of $595,899, prejudgment interest of $100,875, and a civil penalty of $150,000. Also, Page 10  LionShare Form ADV Part 2A Brochure without admitting or denying the findings in the order, John Kailunas II and Brian Yarch agreed to penalties of $50,000 each, and Brian Yarch agreed to a limitation from acting in a chief compliance officer capacity, with the right to apply to act as a chief compliance officer after three years. Regal, Kailunas, and Yarch also agreed to censures and cease-and-desist orders. From May 22, 2021, to February 6, 2024, Regal’s affiliate, Regulus Financial Group, LLC, did not disclose its own and Regal’s disciplinary history in the firm’s customer relationship summary (Form CRS). Form CRS contains the heading, “Do you or your financial professionals have legal or disciplinary history?”. Item 4 of the instructions to Form CRS state that a firm must respond “Yes” if it or any of its financial professionals disclose, or is required to disclose, legal or disciplinary history on specified regulatory disclosure forms, such as Form BD. Regulus’ CRS erroneously stated “Yes, although Regulus does not, some of our financial professionals do have a legal or disciplinary history.” Due to filing and delivering to customers a Form CRS that omitted required information, Regulus was censured and fined $20,000 by FINRA. Item 10 Other Financial Industry Activities and Affiliations Regal Investment Advisors has several financial affiliations and relationships that result in conflicts of interests. These conflicts are described generally in this section and throughout this Brochure. Among other things, we take the following steps to address the conflicts outlined in this Brochure: • Disclose to Clients that they are not obligated to purchase recommended investment products or implement recommended strategies by our IARs. • Disclose the existence of material conflicts of interest, including the potential for Regal to earn compensation based on recommendations made to Clients. • Collect, document, and review Client financial background information including but not limited to financial goals, net worth, income, objectives, and risk tolerance, to ensure that investment advice/recommendations are consistent with the client/investor’s profile. • Require that our Employees seek approval for outside employment or investment activities to ensure that any potential conflicts of interests are addressed and disclosed if necessary. • Educate our advisors regarding their responsibilities as a fiduciary, including the importance of having a reasonable basis for the advice provided to Clients. • Require IARs abide by and attest to the Regal’s Compliance Manual and Code of Ethics on an annual basis. For more details regarding our Code of Ethics, please refer to Item 11 of this Brochure. Registrations with Broker-Dealer Persons providing investment advice on behalf of our firm may be registered representatives with Regulus Financial Group, LLC ("Regulus"), a securities broker-dealer and member of the Financial Industry Regulatory Authority and the Securities Investor Protection Corporation. We are affiliated with Regulus through common control and ownership. (See Arrangements with Affiliated Entities below). Arrangements with Affiliated Entities John Kailunas II, Brian D. Yarch, and Don Carlson, Managing Members of Regal Investment Advisors LLC are also owners and executive officers of Regal Holdings of America. Regal Holdings of America is a majority owner of Regulus Financial Group, LLC (Regulus). Regulus is a securities broker-dealer and a member of the Financial Industry Regulatory Authority and the Securities Investor Protection Corporation. Associated Persons providing investment advice on behalf of our firm may also be registered representatives with Regulus. In their capacity as registered representatives, these persons will receive commission-based compensation in connection with the purchase and sale of securities, including 12b-1 fees for the sale of investment company products. Compensation earned by these persons in their capacities as registered representatives is separate from our Investment Management Fees. This practice presents a conflict of interest because persons providing investment advice on behalf of our firm who are registered representatives have an incentive to effect securities transactions for the purpose of generating commissions rather than solely based on your needs. Regulus Financial Group, LLC has entered into a tri-party clearing agreement with Pershing LLC, and with Saxony Securities, Inc. as the intermediary firm. Regal's advisory relationships with Pershing LLC/Saxony Securities, Inc. are conducted through Regulus. Page 11  LionShare Form ADV Part 2A Brochure Associated Persons providing investment advice on behalf of our firm may be licensed as insurance agents. These persons will earn commission-based compensation for selling insurance products, including insurance products they sell to you. Insurance commissions earned by these persons are separate from our advisory fees. Please see the "Fees and Compensation" section in this brochure for more information on the compensation received by insurance agents who are affiliated with our firm. However, not all of our Associated Persons are registered representatives. and/or insurance agents. The referral arrangements we have with our affiliated entities present a conflict of interest because we have a financial incentive to recommend our affiliates' services. While we believe that compensation charged by our affiliates is competitive, such compensation may be higher than fees charged by other firms providing the same or similar services. You are under no obligation to use our affiliates' services and may obtain comparable services and/or lower fees through other firms. Recommendation of Other Advisers/Third Party Strategies Through LionShare we recommend Third Party Strategies for which we will share in the compensation received from clients for the use of Third Party Strategies. These compensation arrangements present a conflict of interest because we have a financial incentive to recommend such services. You are not obligated, contractually or otherwise, to use the services of any Third Party Strategy we recommend. Current third parties managing Third Party Strategies include but are not limited to Torray, LLC, L&S Advisors, Inc, Moran Wealth Management, LLC dba “Pelican Bay Capital Management”, and NorthStar Investment Management. The fee paid by the client will not vary from the fee agreed to and stated in the client agreement. For details on what portion of the fee is allocated to the Third Party Strategy portfolio manager and your IAR, and/or the Primary Financial Advisor, please ask your representative for a full breakdown of the fees associated with LionShare management services. Item 11 Code of Ethics, Participation or Interest in Client Transactions and Personal Trading Description of Our Code of Ethics We strive to comply with applicable laws and regulations governing our practices. Therefore, our Code of Ethics includes guidelines for professional standards of conduct for our Associated Persons. Our goal is to protect your interests at all times and to demonstrate our commitment to our fiduciary duties of honesty, good faith, and fair dealing with you. All of our Associated Persons are expected to adhere strictly to these guidelines. Our Code of Ethics also requires that persons associated with our firm submit reports of their personal account holdings and transactions to a qualified representative of our firm who will review these reports on a periodic basis. Persons associated with our firm are also required to report any violations of our Code of Ethics. Additionally, we maintain and enforce written policies reasonably designed to prevent the misuse or dissemination of material, non-public information about you or your account holdings by persons associated with our firm. Our Code of Ethics is available to you upon request. You may obtain a copy of our Code of Ethics by contacting us at the main phone number listed on the cover of this brochure. Regal will recommend or effect transactions for your accounts in securities in which a Regal director, officer, employee or other related person may also be invested directly or indirectly. This poses a conflict of interest to the extent that transactions in such securities on behalf of Regal clients will advantage such related persons. However, Regal abides to its fiduciary principles to act in your best interests when managing your accounts. Accounts are monitored in an effort to ensure that transactions are appropriate and any conflicts are resolved in a manner that is fair and equitable to clients. Other Conflicts of Interest Regal has entered into a securities-based lending program with National Financial Services, US Bank and Goldman Sachs Private Bank Select. This program provides access to non-purpose loans secured through a client's account assets. Regal receives a potential benefit through this arrangement because it allows clients to access capital without selling their investments, which would lower our revenue from fees. Additionally, participation in this program presents risk to the client. If the client's account assets decline in value, the client may have to post additional funds as collateral or sell investments which may have tax implications. Additional details regarding this program are available upon request. Item 12 Brokerage Practices Regal does not maintain custody of your assets on which we advise, although we may be deemed to have custody of your assets if you give us authority to withdraw assets from your account (see Item 15—Custody, below). Your assets must be maintained in an account at a “qualified custodian,” generally a broker-dealer. Page 12  LionShare Form ADV Part 2A Brochure We require that you use one of the Supported Custodians. Not all advisers require clients to use specific broker- dealers/custodians. While we require that you use a Supported Custodian, you will decide whether to do so and will open your account by entering into an agreement directly with them. We do not open the account for you, although we may assist you in doing so. How we select brokers/custodians We will execute trades for you through the Supported Custodian the Financial Advisor will select, which means we may not be able to select brokers based on lowest execution price. We believe, however, that the Supported Custodians provide quality execution services for our clients at competitive prices. Price is not the sole factor we consider in evaluating best execution. We also consider the quality of the brokerage services provided by recommended broker-dealers, including the value of research provided, the firm's reputation, execution capabilities, commission rates, and responsiveness to our clients and our firm. In recognition of the value of research services and additional brokerage products and services that the Supported Custodians provide, you may pay higher commissions and/or trading costs than those which may be available elsewhere. We seek to select Supported Custodians who will hold your assets and execute transactions on terms that are, overall, most advantageous when compared to other available providers and their services. We consider a wide range of factors, including, among others: combination of transaction execution services and asset custody services; capability to execute, clear and settle trades (buy and sell securities for your account); breadth of available investment products (e.g., stocks, bonds, mutual funds, ETFs); availability of investment research and tools that assist us in making investment decisions; quality of services; competitiveness of the price of those services (e.g., commission rates, margin interest rates, other fees) and willingness to negotiate the prices; reputation, financial strength, and stability; prior services to us and our other clients; and availability of other products and services that benefit us, as discussed below. Supported Custodians make available to us products and services that benefit us but may not directly benefit client accounts. These products and services assist us in managing and administering our clients' accounts. They include investment research, both the Supported Custodian’s own and that of third parties. We use this research to service all or a substantial number of our clients' accounts. In addition to investment research, Supported Custodians make available software and other technology, as discussed below. Supported Custodians also offer other services intended to help us manage and further develop our business enterprise. These services include: educational conferences and events; consulting on technology, compliance, legal and business needs; and publications and conferences on practice management. Supported Custodians may also provide us with other benefits such as occasional business entertainment of our personnel. The availability of these services from Supported Custodians benefits us because we do not have to produce or purchase them. See below for additional information. Your brokerage and custody costs Broker dealers are generally compensated by charging commissions or other fees on trades that they execute or that settle into your account. Broker dealers will determine the amount of commissions and other charges to be paid for each transaction. Some broker dealers may offer lower charges depending on the IAR's and client's discretion. Broker-dealers may also be compensated by earning interest on uninvested cash in your account(s) Research and Soft Dollar Arrangements We may consider the value of research and brokerage products or services provided by a broker-dealer when selecting where to execute client transactions. This practice, known as using "soft dollars," may create a conflict of interest, as the firm benefits from these services while transaction costs are client assets. Soft dollar arrangements may also incentivize higher trading volumes. We do not receive client referrals from broker-dealers in exchange for cash or other compensation, such as brokerage services or research. Our use of soft dollars complies with Section 28(e) of the Securities Exchange Act of 1934, which provides a "safe harbor" for investment managers using client commissions to obtain research that assists in investment decision-making. We determine in good faith that commissions paid are reasonable in relation to the value of brokerage and research services received. Research services may include market data, financial analyses, and investment recommendations. Brokerage services may involve technology and tools that facilitate trade execution. These services are used for overall investment decision-making and not solely for accounts generating soft dollars. In some cases, we may allocate costs between research/brokerage and administrative use, ensuring only the portion related to investment decisions is funded with soft dollars. Additionally, we may pay higher transaction fees for mutual fund trades through certain brokers to obtain research, which may not directly benefit the accounts incurring these costs. Page 13  LionShare Form ADV Part 2A Brochure Soft dollar credits may be accumulated and used for specified expenses. While brokers providing research may receive more business, we do not exclude others from executing trades solely for lacking soft dollar arrangements. As part of our fiduciary duties to you, we endeavor at all times to put your interests first. You should be aware that the receipt of economic benefits by our firm is considered to create a conflict of interest. Other Uses and Products The firm may use some products or services not only as research and as brokerage (i.e., to assist in making investment decisions for clients or to perform functions incidental to transaction execution), but for our administrative and other purposes as well. In these instances, we make a reasonable allocation of the cost of the products and services so that only the portion of the cost attributable to making investment decisions and executing transactions is paid with commission dollars; we bear the cost of the balance. Our interest in making such an allocation differs from clients' interest, in that we have an incentive to designate as much as possible of the cost as research and brokerage in order to minimize the portion that the firm must pay directly. Mutual Fund Transactions Although shares of no-load mutual funds can be purchased and redeemed without payment or transactions fees, we may, consistent with our duty of best execution, determine to cause client accounts to pay transaction fees that may be higher than those obtainable from other broker-dealers when purchasing shares of certain no-load mutual funds through Fidelity in order to obtain research. In addition, Fidelity may charge a minimum ticket charge per transaction. We receive a portion of this ticket charge, which is used to obtain products and services falling within the safe harbor of Section 28(e) of the Securities and Exchange Act of 1934, as amended. These products and services serve to benefit all of LionShare’s clients and are not used for the exclusive benefit of the clients who pay transaction fees in purchasing mutual fund shares. Amount and Manner of Payment A broker-dealer through which the firm wishes to use soft dollars may establish "credits" arising out of brokerage business done in the past, which may be used to pay, or reimburse the firm for, specified expenses. In other cases, a broker-dealer may provide or pay for the service or product and suggest a level of future business that would fully compensate it. The actual level of transactional business the firm does with a particular broker-dealer during any period may be less than such a suggested level but may exceed that level and may generate unused soft dollar "credits." We do not exclude a broker-dealer from receiving business simply because the broker-dealer has not been identified as providing soft dollar research products and services, although we may not be willing to pay the same commission to said broker-dealer as we would have paid had the broker-dealer provided such products and services. Fidelity Program Regal Investment Advisors participates in the Client Commission Arrangement (the “Program”) offered by Fidelity Brokerage Services, LLC (“Fidelity”). Fidelity offers independent investment advisors services which include custody of securities, trade execution, clearance, and settlement of transactions. We receive some benefits from Fidelity through our participation in the Program. There is no direct link between our participation in the Program and the investment advice we give to you, although we receive economic benefits through participation in the program that are typically not available to Fidelity retail investors. These benefits include the following products and services (provided without cost or at a discount): receipt of duplicate client statements and confirmations; research-related products and tools; consulting services; access to a trading desk serving adviser participants; access to block trading (which provides the ability to aggregate securities transactions for execution and then allocate the appropriate shares to client accounts); the ability to have advisory fees deducted directly from client accounts; access to an electronic communications network for client order entry and account information; access to mutual funds with no transaction fees and to certain institutional money managers; and discounts on compliance, marketing, research, technology, and practice management products or services provided to Regal Investment Advisors by third-party vendors. Fidelity may also have paid for business consulting and professional services received by our related persons. Some of the products and services made available by Fidelity through the program may benefit us but may not benefit our accounts. These products or services may assist us in managing and administering client accounts, including accounts not maintained at Fidelity. Other services made available by Fidelity are intended to help Regal Investment Advisors manage and further develop its business enterprise. The benefits received by us or our personnel through participation in the Program does depend on the amount of brokerage transactions directed to Fidelity. As part of its fiduciary duties to you, we endeavor at all times to put your interests first. Clients should be aware, however, that the receipt of economic benefits by Regal Investment Advisors or its related persons in and of itself creates a potential conflict of interest and may indirectly influence the Firm's choice of Fidelity for custody and brokerage services. Page 14  LionShare Form ADV Part 2A Brochure Schwab Advisor Services Schwab Institutional provides Regal Investment Advisors with access to its institutional trading and operations services, which are typically not available to Schwab retail investors. These services generally are available to independent investment advisers at no charge to them so long as a total of at least $10 million of the adviser's clients account assets are maintained at Schwab Institutional. Our access to Schwab’s services does not constitute a formal soft dollar agreement, but we do receive economic benefits as a result of our participation. Schwab Institutional services may include research, brokerage, custody, access to mutual funds and other investments that are otherwise available only to institutional investors or would require significantly higher minimum initial investments. Schwab Institutional also makes available to Regal Investment Advisors other products and services that benefit Regal Investment Advisors but may not benefit its clients' accounts. These include software and other technology that provide access to client account data (such as trade confirmations and account statements), facilitate trade execution, provide research, pricing information and other market data, facilitate payment of Regal Investment Advisors' fees from its clients' accounts, and assist with back-office support, recordkeeping and client reporting. The availability to Regal Investment Advisors of the foregoing products and services is not contingent upon Regal Investment Advisors committing to Schwab Institutional any specific amount of business (assets in custody or trading). Brokerage for Client Referrals We do not receive client referrals from broker-dealers in exchange for cash or other compensation, such as brokerage services or research. Block Trades From time to time, it may be appropriate for more than one account receiving LionShare services to trade in the same securities at the same time. Consistent with our fiduciary duties, our policy generally is to allocate investment opportunities to all accounts we manage on an equitable and fair basis, based on a variety of criteria, including portfolio manager and/or Financial Advisor recommendations, asset size of account, and consistency with your investment guidelines and strategies. Because of the diversity of objectives, risk tolerances, portfolio guidelines and limitations, tax consequences and other differences, there may often be differences among accounts receiving LionShare Services in the particular securities and other instruments held, including in the weighting of particular positions. As a general policy, and if we believe it is appropriate under the circumstances, securities orders placed for the same security on the same day may be combined (or “blocked” or “aggregated”) with the objective of receiving the best overall blend of pricing and execution. The subsequent allocations among such accounts will be effectuated on a pro rata basis, based on the relative value of the accounts. We may also break a block order into multiple blocks if we determine multiple order blocks will receive a better overall blend of pricing and execution. In such cases the subsequent allocations among accounts will be effectuated on an average price basis (such that each account receives the same price based on the average price across blocks). Cross Trades A cross trade is typically defined as the matching of buy and sell orders for the same security between different accounts. Cross trades are also deemed to include any prearranged or orchestrated transactions between two accounts that are executed through external brokers. With respect to cross trading, we typically will allow cross trading where the transaction would comply with our policy and client-specific guidelines and be fair and equitable to both accounts. When an account is subject to ERISA, no cross trades shall be permitted unless allowed by applicable regulations. Trade Errors In the event a trading error occurs in your account, our policy is to restore your account to the position it should have been in had the trading error not occurred. Depending on the circumstances, corrective actions may include canceling the trade, adjusting an allocation, and/or reimbursing the account. If a trade error results in a profit, the trade error will be corrected in the trade error account of the executing broker-dealer and you will not keep the profit. Item 13 Review of Accounts Every new account receiving LionShare Services is assigned to our portfolio management team to review the investment instructions provided by the Financial Advisor. The portfolio manager produces trade recommendations, then reviews and approves the initial investment of the account. Ongoing, accounts are continually reviewed by our portfolio management team for events that would require action. Examples of such events include deviation from the selected Strategy beyond a specified tolerance level; cash deposits or Page 15  LionShare Form ADV Part 2A Brochure requested withdrawals; the replacement of one Model with another, or re-weighting amongst Models, within a Strategy by the Account Representative; requested tax loss harvesting; or a change in the specific composition of a Model by its Manager. Our portfolio managers review accounts based on account review guidelines established by our portfolio management team. In general, portfolio managers will review accounts for consistency with the investment instructions communicated to us by a Financial Advisor. Accounts are reviewed on both a pre- and anticipated post-trade basis and may be reviewed individually or with other accounts assigned to similar Strategies and/ or Models. Portfolio Managers generally perform account reviews with a view to implementing the specified investing instructions. Periodic reporting of account activity, valuation and performance is the sole responsibility of the account custodian and/or Financial Advisor. Such reports are typically generated on a monthly or quarterly basis. The actual frequency and nature of any such reports is disclosed by your Financial Advisor or account custodian, or other service providers engaged by your Financial Advisor. You should expect to receive from your account’s custodian confirmations of each security purchased and sold for your account, whether electronic or paper form, account statements and copies of the prospectuses and all annual and periodic reports issued by the mutual funds the account holds. Item 14 Client Referrals and Other Compensation As disclosed under the "Fees and Compensation" section in this Brochure, persons providing investment advice on behalf of our firm are licensed insurance agents and are registered representatives with Regulus. For information on the conflicts of interest this presents, and how we address these conflicts, please refer to the "Fees and Compensation" section. We market and promote our services primarily by means of sales activities directed at Financial Advisors. Our sales consultants (Practice Management Directors) regularly communicate and meet with Financial Advisors regarding opening new accounts and servicing existing accounts. Our Practice Management Directors earn compensation that is based on the initial asset value of accounts opened during each calendar quarter. Our Practice Management Directors, as a matter of policy, do not meet with a Financial Advisor’s clients nor make specific investment recommendations to or for their clients. We have entered into written agreements with certain individuals and entities that will act as promoters of LionShare services and consult with us on marketing and sales ideas. Each promoter must enter into a written agreement with us, subject to rule 206(4)-1 under the Investment Advisers Act of 1940. Each Practice Management Director will receive a portion of the total Investment Management Fees paid to us. However, your account(s) are not charged any additional fees as a result of these arrangements. The payment of a promoter fee may create a conflict of interest with respect to the promoter’s recommendation that a Financial Advisor select us for LionShare Services. We may enter into contractual arrangements with one or more Associated Persons of our firm, under which these individuals may receive compensation from our firm for the establishment of new client relationships. Associated Persons who refer clients to our firm must comply with the requirements of the jurisdictions in which they operate. Incentive-based compensation paid to any such employee will be contingent upon you, as the client, entering into an investment management agreement with our firm. You will not be charged additional fees based on this compensation arrangement. However, such a contractual arrangement creates a conflict of interest as the Associated Person will have a financial incentive to recommend our firm to you for investment management services. You are not obligated to retain our firm for investment management services. Comparable services and/or lower fees may be available through other firms. Broker Dealer/Custodian Selection We receive an economic benefit from custodians we select in the form of support services and products made available to us. In addition, custodians may also agree to pay for certain products and services for which we would otherwise have to pay once the value of our clients’ assets in accounts at a specific custodian reaches a certain size. You do not pay more for assets maintained at your custodian as a result of these arrangements. However, we benefit because the cost of these services would have otherwise been borne directly by us. Revenue Sharing Arrangements Pursuant to an agreement in place with North Star Investment Management Corporation, Regal's affiliated broker-dealer, Regulus Financial Group, LLC receives an annual fee of 0.45% of assets invested in certain North Star funds by investors Page 16  LionShare Form ADV Part 2A Brochure referred by Regal. This presents a conflict of interest as Regal has an incentive to encourage representatives, or clients through financial planning services, to invest in the following mutual funds managed by North Star (as of March 26th, 2025): • NSDVX - North Star Dividend Fund • NSMVX - North Star Micro-Cap Fund • NSOIX - North Star Opportunity Fund • NSBDX – North Star Bond Fund Less expensive or better performing mutual funds with the same or similar fund objective may be available. As a fiduciary, we have a duty to put the needs of clients above our own and will only recommend an investment if the investment would serve the needs of our client. Item 15 Custody As mentioned above, in arrangements where we are permitted and authorized to do so, we will directly debit your account(s) for the payment of our Investment Management Fee. This ability to deduct our Investment Management Fee from your accounts causes our firm to exercise limited custody over your funds or securities. We do not have physical custody of any of your funds and/or securities. Your funds and securities will be held with a qualified custodian. You will receive account statements from the independent, qualified Supported Custodian(s) holding your funds and securities at least quarterly. The account statements from your custodian(s) will indicate the amount deducted from your account of our Investment Management Fee account(s) each billing period. You should carefully review your account statements for accuracy. If you have a question regarding your account statement or if you did not receive a statement from your custodian, please contact your Financial Adviser. Item 16 Investment Discretion Before we can buy or sell securities on your behalf, you must first sign an Investment Agreement with Regal and a limited power of attorney, and/or trading authorization type forms with the Supported Custodian. You are granting our firm discretion over the selection and amount of securities to be purchased or sold for your account without obtaining your consent or approval prior to each transaction. However, material limitations on our authority exist, guided by, among other things, (i) the investment instructions provided by the Financial Advisors, (ii) model portfolios and strategies, and related instructions, provided by portfolio managers; (iii) and the custodian selected by you and your Financial Advisor for your account, and (iv) our fiduciary responsibility as described in this brochure. Item 17 Voting Client Securities Proxy Voting for Client Accounts Although we have discretionary authority with respect to the acquisition and disposition of client securities, we do not accept and do not have the responsibility for voting proxies on your behalf. You should receive proxy solicitations directly from your account’s custodian. We do not offer any consulting assistance regarding proxy issues to clients or Financial Advisor(s). Legal Actions We do not determine if securities held by you are the subject of a class action lawsuit. Moreover, we do not determine whether you are eligible to participate in class action settlements or litigation nor do we initiate or participate in litigation to recover damages on your behalf. We also do not act on your behalf in any other legal proceeding, including insolvency filings, SIPC filings and settlement filings. Item 18 Financial Information We are not required to provide financial information to our clients because we do not: • require the prepayment of more than $1,200 in fees and six or more months in advance, or • have a financial condition that is likely to impair our ability to meet our commitments to you. We have not been the subject of a bankruptcy petition at any time during the past ten years. Page 17  LionShare Form ADV Part 2A Brochure Additional Information Your Privacy We view protecting your private information as a top priority. Pursuant to applicable privacy requirements, we have instituted policies and procedures to ensure that we keep your personal information private and secure. We do not disclose any non-public personal information about you to any non-affiliated third parties, except as permitted by law. In the course of servicing your account, we may share some information with our service providers, such as transfer agents, custodians, broker-dealers, accountants, consultants, and attorneys. We restrict internal access to non-public personal information about you to employees, who need that information in order to provide products or services to you. We maintain physical and procedural safeguards that comply with regulatory standards to protect your non-public personal information and to ensure our integrity and confidentiality. We will not sell information about you or your accounts to anyone. We do not share your information unless it is required to process a transaction, at your request, or required by law. You will receive a copy of our privacy notice prior to or at the time you sign an agreement with our firm. Thereafter, we will deliver a copy of the current privacy policy notice to you on an annual basis. Please contact us at the phone number listed on the cover of this brochure, if you have any questions regarding this policy. Page 18 

Form ADV Part 2A Brochure April 25, 2025 This brochure provides information about the qualifications and business practices of Regal Investment Advisors LLC. If you have any questions about the contents of this brochure, please contact us at 616-224-2204. 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. Additional information about Regal Investment Advisors LLC is also available on the SEC's website at www.adviserinfo.sec.gov. The searchable IARD/CRD number for Regal Investment Advisors LLC is 125004. Regal Investment Advisors LLC is a Registered Investment Adviser. Registration with the United States Securities and Exchange Commission or any state securities authority does not imply a certain level of skill or training. 2687 44th Street SE Kentwood, MI 49512 Main: 616.224.2204 Fax: 616.458.7402 Toll Free: 888.546.2715 www.regalria.com www.regal-holdings.com  Regal Investment Advisors Form ADV Part 2A Brochure Item 2 Summary of Material Changes Form ADV Part 2 requires registered investment advisers to amend their brochure when information becomes materially inaccurate. If there are any material changes to an adviser's disclosure brochure, the adviser is required to notify you and provide you with a description of the material changes. Since our last other than annual amendment on November 20, 2024, we updated this brochure on March 26, 2025, to ensure that all information related to the Firm is accurately reflected. This update includes revisions aimed at improving clarity, enhancing conciseness, and reducing redundancy throughout the document. Material changes include an adjustment to the maximum fees allowable under the Advisor Choice Program. Additionally, the Firm amended its IAR compensation language in Item 5 to describe the salary compensation structure for specific Investment Advisor Representatives. We encourage you to review the updated document to stay informed about the Program’s structure and associated costs. Additionally, on April 25th, we subsequently updated Item 9 Disciplinary Information to reflect a $20,000 fine imposed by FINRA against our broker-dealer affiliate, Regulus Financial Group, LLC due to the omission of necessary disclosure information on Regulus’s Form CRS. For more information you may request a full copy of our current Brochure at any time, without charge, by calling 616.224.2204. Additional information about Regal Investment Advisors is available via the SEC’s Investment Adviser Public Disclosure website at adviserinfo.sec.gov. The SEC’s website also provides information about any persons affiliated with Regal Investment Advisors who are registered, or required to be registered, as Investment Adviser Representatives of Regal Investment Advisors. Page 2  Regal Investment Advisors Form ADV Part 2A Brochure Item 3 Table of Contents Item 2 Summary of Material Changes ................................................................................................................................ 2 Item 3 Table of Contents ..................................................................................................................................................... 3 Item 4 Advisory Business .................................................................................................................................................... 4 Item 5 Fees and Compensation ........................................................................................................................................ 10 Item 6 Performance-Based Fees and Side-By-Side Management ................................................................................... 16 Item 7 Types of Clients ...................................................................................................................................................... 16 Item 8 Methods of Analysis, Investment Strategies and Risk of Loss ............................................................................. 16 Item 9 Disciplinary Information ........................................................................................................................................ 21 Item 10 Other Financial Industry Activities and Affiliations ............................................................................................ 21 Item 11 Code of Ethics, Participation or Interest in Client Transactions and Personal Trading ................................... 23 Item 12 Brokerage Practices ............................................................................................................................................. 23 Item 13 Review of Accounts ............................................................................................................................................. 27 Item 14 Client Referrals and Other Compensation .......................................................................................................... 27 Item 15 Custody ................................................................................................................................................................ 29 Item 16 Investment Discretion ......................................................................................................................................... 29 Item 17 Voting Client Securities ....................................................................................................................................... 30 Item 18 Financial Information .......................................................................................................................................... 30 Additional Information ...................................................................................................................................................... 30 Page 3  Regal Investment Advisors Form ADV Part 2A Brochure Item 4 Advisory Business Description of the Firm and Services Regal Investment Advisors LLC (“Regal”) is a registered investment adviser based in Kentwood, Michigan. We are organized as a limited liability company under the laws of the State of Michigan. We have been providing investment advisory services since July 2003. John A. Kailunas II, Brian Yarch, and Don Carlson are the principal owners. As used in this brochure, the words "we", "our" and "us" refer to Regal Investment Advisors LLC and the words "you", "your" and "client" refer to you as either a client or prospective client of our firm. Also, you may see the term “Associated Person” throughout this Brochure. As used in this Brochure, our Associated Persons are our firm's officers, employees, and all individuals providing investment advice on behalf of our firm. The following brochure describes our advisory business. Please refer to the description of each investment advisory service listed below for information on how we tailor our advisory services to your individual needs. Regal conducts its investment advisory business through a network of independent Investment Adviser Representatives ("IARs") who operate offices located throughout the United States. Regal oversees the advice and asset management services provided by our Associated Persons (including IARs). Your IAR will recommend products, platforms, or services within the scope of options Regal makes available to your IAR. Most IARs will operate under their own business name(s) or Doing Business As (DBA) name(s). The business name(s) and DBA name(s) used by the IARs are separate from and are not owned or controlled by Regal. The purpose of using a name other than Regal is for your IAR to create a brand that is specific to the IAR and/or branch but separate from Regal. IARs also offer and provide other services through their business name(s) or DBA name(s), however all investment advisory services conducted by IARs must be through Regal. Many of our IARs are also registered representatives of our affiliated broker dealer, Regulus Financial Group, LLC. For more details about our broker-dealer affiliate, please refer to Item 10. Additionally, many of our IARs serve as independent insurance agents. If your IAR provides fixed insurance products or services (excluding fixed indexed annuities), they do so independently, outside of our firm and its supervision. Some IARs also engage in other business activities, such as accounting, legal, tax, and other non-investment services, for which we are not responsible. Unless otherwise required by applicable law or specific circumstances, services offered by our IARs outside our firm are not subject to a fiduciary standard. Our firm does not provide legal or tax advice, and we recommend consulting your own attorney or tax advisor for guidance on your specific situation. Types of Advisory Services Regal enables its IARs to utilize many different avenues to provide personalized investment advisory services to you. These services include asset management, referrals to third-party money managers, financial planning, and consulting services. Currently, we offer the following investment advisory services, which are personalized to each individual client: LionShare Services Financial Planning and Life Planning Services • Adviser Managed Accounts • Selection of Other Advisers • • Pension Consulting Services • Advisory Services to Retirement Plans • Asset Allocation Services • • Wrap Fee Program Adviser Managed Accounts In an Adviser Managed Account, your IAR will be responsible for managing your account consistent with your defined objectives and risk tolerance and will assist you in developing a personalized asset allocation and custom-tailored portfolio. The investment approach involves selectively allocating assets among various asset classes in a manner that is consistent with your risk tolerance and Investment objectives. These allocations are then monitored over time and rebalanced as appropriate to reflect changes in the economy or your personal situation. The investment portfolio can be created in a few ways depending upon what is decided would work best for you. Your IAR may customize your investment portfolio by investing in a diversified portfolio consisting of equities, exchange traded funds (ETFs), exchange traded notes (ETNs), mutual funds, fixed income securities and other types of investments as deemed appropriate for your risk profile and investment goals. Your IAR may also customize a portfolio based on model portfolios developed internally at Regal or by third party vendors. Your portfolio holdings can include but are not limited to Fixed and/or Variable Annuities, alternative products including Real Estate Investment Trusts (REITs"), Direct Participation Programs Page 4  Regal Investment Advisors Form ADV Part 2A Brochure ("DPPs") or Business Development Companies ("BDCs"), and any type of investment deemed appropriate based on your stated goals and objectives. We may also provide advice on any type of investment held in your portfolio at the inception of our advisory relationship. You will have the opportunity to meet with your IAR to periodically review the assets in your Adviser Managed Account. We recommend you and your IAR meet on a regular basis to review your financial situation, investment objectives and current holdings. You must promptly notify our firm if your financial situation, goals, objectives, or needs change. We offer both discretionary and non-discretionary investment advisory services within our Adviser Managed Accounts. With discretionary authority, your IAR makes all decisions to buy, sell or hold securities, cash, or other investments in the managed account without consulting with you before implementing any transactions. You must provide Regal with written authorization to exercise this discretionary authority. Regal does not have access to your funds and/or securities with the exception of having advisory fees deducted from your account and paid to us by the account custodian. Any fee deduction is done pursuant to your prior written authorization provided to the account custodian. You have the ability to place reasonable restrictions on the types of investments that may be purchased in an account. You may also place reasonable limitations on the discretionary power granted to us. If you prefer non-discretionary investment advice, your IAR will need to speak with you directly, to obtain authorization, before placing trades. You should understand that any delay in obtaining your authorization to execute a recommendation could impact (either favorably or unfavorably) the transaction terms, including transaction execution price (depending on prevailing market conditions). Types of Investments We primarily offer advice on equity securities, corporate debt securities, certificates of deposit, municipal securities, investment company securities (e.g., mutual funds and exchange-traded funds (“ETFs”), US Government securities, and options contracts on securities. In limited circumstances our IARs may be approved to provide advice on alternative investments, derivatives, and structured products. Additionally, we may advise you on any type of investment that we deem appropriate based on your stated goals and objectives. We may also provide advice on any type of investment held in your portfolio at the inception of our advisory relationship. For more information regarding the risks associated with these products, please refer to Item 8 of this brochure. The types of securities used in client accounts will depend upon the IAR managing your account. Security selection can vary or be limited due to the investment philosophy, expertise, or investment experience of your IAR. Client account security selection might be limited to the use of an individual security type alone, such as mutual funds, or a range of security types could be used in client accounts. In addition to security selection, investment advisory portfolios might be created through the use of models or strategies that are generally applied across all client accounts or individualized portfolios might be developed for each client. You may request that we refrain from investing in particular securities or certain types of securities. You must provide these restrictions to our firm in writing. Alternative Assets Our Firm provides clients access to alternative investment opportunities through Firm-approved third-party platforms. These platforms offer a range of alternative investments, including private equity, hedge funds, real estate, private credit, and other structured products. Investments may be available in various structures such as interval funds, tender offer funds, private funds, and direct investments. The platforms streamline the investment process, offering due diligence, operational support, and educational resources to assist advisers in making informed decisions. Clients should be aware that investments made through these platforms may involve additional fees and expenses beyond our standard advisory fees. We encourage clients to review all offering documents and fee disclosures to fully understand the costs and risks associated with these investments. Betterment Platform In certain cases where appropriate, we may recommend that certain clients engage Betterment LLC (“Betterment”) to provide digital services through their platform. We will assist clients with selecting and implementing the appropriate model and will monitor the performance and suitability on an ongoing basis. We will contact you from time to time to review their financial situation and objectives; communicate model changes to Betterment as/when warranted; and assist the client in understanding and evaluating the services provided by Betterment. Clients will be expected to notify us of any changes in their financial situation, investment objectives, or account restrictions that could affect their financial situation. Page 5  Regal Investment Advisors Form ADV Part 2A Brochure Selection of Other Advisers As part of our services, IARs may recommend that you use the services of an unaffiliated third-party asset manager ("TPAM") that is typically registered or exempt from registration as investment advisers. TPAMs may manage your entire, or a portion of, your investment portfolio. Factors that we take into consideration when recommending a TPAM making our recommendation(s) include, but are not limited to, the following: the TPAM's performance, methods of analysis, fees, your financial needs, investment goals, risk tolerance, and investment objectives. We will periodically monitor the TPAM(s)' performance to ensure the management and investment style remains aligned with your investment goals and objectives. Additionally, these programs may assist your IAR in managing your portfolio on an on-going basis through automatic rebalancing and tax-loss harvesting (if applicable). However, this could lead to less frequent contact with your IAR. LionShare Services LionShare is a Doing Business As (“DBA”) of Regal that provides discretionary investment management services to IARs of Regal, and through subadvisor agreements, to other SEC and state registered Investment advisers (hereafter “Primary Financial Adviser(s)”). LionShare is an investment advisory solution that utilizes a variety of strategies and models portfolios (“Strategies”), both developed and managed internally by Regal (“Proprietary Strategies”), and by third parties (“Third Party Strategies”). In instances where your IAR of Regal uses LionShare, your IAR will help you determine which Strategies are best suited for you based on your risk profile, investment objectives, and preferences. The portfolio management and trading decisions are made by the provider of the applicable Strategy(ies). Lionshare offers a variety of strategies that utilize various security types, including mutual fund, ETF, equity, and fixed income portfolios. Sub-advisory Services LionShare offers sub-advisory services to unaffiliated Primary Financial Advisers. As part of these services, we will provide Strategies, which the Primary Financial Advisers selects, for their clients. We will not directly manage the Primary Financial Adviser’s individual client accounts. The Primary Financial Adviser will be responsible for selecting the appropriate Strategies for its clients. Fees and payment arrangements are negotiable and will vary on a case-by-case basis. LionShare will implement the investment instructions provided by the Primary Financial Adviser and typically has no contact with the Primary Financial Adviser’s client(s). The Primary Financial Adviser selects a Strategy, in the form of a list of securities to hold and the relative weight of each. LionShare provides overlay management services for the portfolio/Strategy and implements trade orders consistent with the Strategies selected. Clients pay a fee to LionShare, which covers the investment advisory fees along with any fees paid in connection with the use of Third-Party Strategies. LionShare accounts are generally managed in the same or similar manner as other separately managed accounts. The LionShare fee does not include fees for the Primary Financial Adviser, custodial services or brokerage commissions and other fees and expenses resulting from securities transactions. For additional information about LionShare please refer to the ADV Part 2A for LionShare. Third-Party Strategies Third-Party Strategies include asset allocation, as well as selection of the underlying investments. Regal may perform overlay management of the Third-Party Strategy by placing trade orders, periodically updating and rebalancing each Strategy (pursuant to the direction of the third party). The provider of the Third-Party Strategy may also have direct authority to trade their Strategy, granted by the investment advisory agreement you sign, a limited power of attorney, and/or trading authorization forms. LionShare may, from time to time, replace existing providers of Third-Party Strategies or hire other third parties, and cannot guarantee the continued availability of Third-Party Strategies. Our ability to hire and fire third parties who may provide Third-Party Strategies on your behalf is based on you granting our firm discretionary authority, which is typically granted by the investment advisory agreement you sign with our firm, a power of attorney, or trading authority forms. Certain Third-Party Strategies include mutual funds or exchange traded funds that are advised by the third-party or its affiliate(s) (“Third Party Proprietary Funds”). This creates a conflict of interest. In such situations, the third-party or its affiliate(s) will typically receive fees from the Third-Party Proprietary Funds for serving as investment adviser or other service provider to the Third-Party Proprietary Funds (as detailed in such fund’s prospectus). These fees will be in addition to the management fees that a third party receives for its ongoing management of the Third-Party Strategies. This creates a financial incentive and potential conflict of interest for the third party to utilize Third Party Proprietary Funds. Clients should discuss any questions with or request further information from their Financial Adviser concerning the use of Third- Party Proprietary Funds in Third-Party Strategies or the conflict of interest this creates. Page 6  Regal Investment Advisors Form ADV Part 2A Brochure Proprietary Strategies Regal has developed, owns and offers a variety of internal Proprietary Strategies that are marketed under different names. These Proprietary Strategies are managed on a discretionary basis by Regal and include: Dividend Plus, Regalfolios, Dunamis, Durand, LionShare Model Allocation Series, and LionShare Partner Series. IARs, through their affiliation with Regal, may recommend Proprietary Strategies to their clients based on each client's investment goals and objectives. The IAR does not receive additional compensation for recommending a Proprietary Strategy, however Regal receives a financial benefit through its ownership of the Proprietary Strategies. In the limited cases in which a client is working directly with an owner or executive of Regal, a direct conflict of interest would be present. In these cases, John Kailunas II, Brian Yarch, Don Carlson, and executive officers would have an incentive to offer clients a Proprietary Strategy as opposed to a Third-Party Strategy where Regal would share fees received with the third party. Sleeve Accounts Clients who meet certain minimum asset requirements may be eligible for our sleeve account program. Sleeve accounts allow for multiple investment strategies to be held within the same account. Because sleeve account strategies are not traded at the account level, there may be positive or negative performance tracking differences when comparing individual sleeves to their chosen strategies. Discretionary Authority If you participate in LionShare, we require you to grant our firm discretionary authority to manage your account. Discretionary authorization will allow our firm to determine the specific securities, the amount of securities to be purchased or sold, and the broker or dealer to be used for a purchase or sale of securities for your account without your approval prior to each transaction. Discretionary authority is typically granted by the investment advisory agreement you sign with our firm, a power of attorney, or trading authorization forms. We do not have access to your funds and/or securities with the exception of having advisory fees deducted from your account and paid to us by the account custodian. Any fee deduction is done pursuant to your prior written authorization provided to the account custodian. Our advice is tailored to the individual needs of clients and therefore, clients may impose reasonable investment restrictions upon their account(s). Any permitted restrictions are stated in the agreement or a letter of instruction which is signed by the client. Unified Managed Account Program Regal has partnered with Tamarac Inc. (“Tamarac”) and their affiliate Envestnet Asset management, Inc. (“Envestnet”) to assist with the management of client accounts through their web based managed account platform (“Envestnet Platform”). Through the Envestnet Platform, IARs of Regal can allocate an Advisory Client’s assets among a selection of LionShare Strategies. Regal’s IARs are responsible for determining the target asset mix and the selection of the specific underlying investment strategies in the appropriate model to meet the Advisory Client’s needs. Accounts managed through the Envestnet Platform are custodied with Charles Schwab and Fidelity and incur a platform fee outlined in the “Fees and Compensation” of this brochure. Pension Consulting Services We offer pension consulting services to employee benefit plans and their fiduciaries based upon the needs of the plan and the services requested by the plan sponsor or named fiduciary. In general, these services may include an existing plan review and analysis, plan-level advice regarding fund selection and investment options, education services to plan participants, investment performance monitoring, and/or ongoing consulting. These pension consulting services will generally be non-discretionary and advisory in nature. The ultimate decision to act on behalf of the plan shall remain with the plan sponsor or other named fiduciary. We may also assist with participant enrollment meetings and provide investment-related educational seminars to plan participants on such topics as: Financial goals • Diversification • Asset allocation • Risk tolerance • Time horizon • Our educational seminars may include other investment-related topics specific to the plan. Advisory Services to Retirement Plans As disclosed above, we offer various levels of advisory and consulting services to employee benefit plans ("Plan") and to the participants of such plans (“Participants”). The services are designed to assist plan sponsors in meeting their Page 7  Regal Investment Advisors Form ADV Part 2A Brochure management and fiduciary obligations to Participants under the Employee Retirement Income Securities Act (“ERISA”). Pursuant to adopted regulations of the U.S. Department of Labor under ERISA Section 408(b)(2), we are required to provide the Plan's responsible plan fiduciary (the person who has the authority to engage us as an investment adviser to the Plan) with a written statement of the services we provide to the Plan, the compensation we receive for providing those services, and our status (which is described below). The services we provide to your Plan and the corresponding compensation are described further in the service agreement that you have previously signed with our firm. We may, with consent of the Plan, and in accordance with Plan documents, bill out-of-pocket expenses (such as overnight mailings, messenger, translation fees, etc.) at cost. We do not reasonably expect to receive any other compensation, direct or indirect, for the services we provide to the Plan or Participants. Nonetheless, since Associated Persons of our firm are registered representatives and/or licensed insurance agents, these individuals may receive 12b-1 fees, revenue sharing or other forms of indirect compensation in connection with mutual fund investments allowable under applicable authority through Regulus Financial Group, LLC, (refer to Items 5, 12, and 14 for additional disclosures). If we receive any other compensation for such services, we (i) will offset the compensation against our stated fees, and (ii) will promptly disclose the amount of such compensation, the services rendered for such compensation and the payer of such compensation to you. Status In providing services to the Plan and Participants, our status is that of an investment adviser registered under the Investment Advisers Act of 1940, and we are not subject to any disqualifications under Section 411 of ERISA. In performing fiduciary services, we are acting either as a non-discretionary fiduciary of the Plan as defined in Section 3(21) under ERISA, or as a discretionary fiduciary of the plan as defined in Section 3(38) under ERISA. We are fiduciaries under the Investment Advisers Act of 1940 and when we provide investment advice to you regarding your retirement plan account or individual retirement account, we are also fiduciaries within the meaning of Title I of the Employee Retirement Income Security Act and/or the Internal Revenue Code, as applicable, which are laws governing retirement accounts. We have to act in your best interest and not put our interest ahead of yours. At the same time, the way we make money creates some conflicts with your interests. IRA Rollover Considerations As part of our investment advisory services, IARs can make recommendations to plan participants regarding the rollover of employer sponsored retirement plan assets. In the case where an IAR recommends a retirement plan rollover into a Regal advisory account program, the IAR will earn a portion of the advisory fee. This presents a conflict of interest because IARs have an economic incentive to recommend you to rollover your retirement plan into a Regal advisory program account. To mitigate this conflict, we have partnered with InvestorCom to document suitability analysis through the use of their Rollover Analyzer tool. This tool compares and discloses options available to the client at time of account transfer. Plan participants are under no obligation to rollover their retirement plan assets to an IRA with Regal and should carefully consider all relevant factors, such as penalty-free withdrawals, whether loans are permitted, legal protections, required minimum distributions, fees and expenses, service levels, available investment options, employer stock considerations and state taxes. Asset Allocation Services We offer asset allocation services for qualified accounts through TIAA-CREF. Once you have retained our firm for asset allocation services, we will gather information about your financial situation and objectives, and assist you in determining your investment goals, objectives, risk tolerance, and retirement plan time horizon. We will initially provide you with recommendations as to how to allocate your investments among categories of assets. We will then review your account on a quarterly basis. Where appropriate, we may provide you with recommendations to change your asset allocation in an effort to remain consistent with your stated financial objectives. Once allocations are made, we may make specific investments recommendations based on the limited scope of investments made available on the platform. Asset allocation advice may vary if the universe of available investment options were not limited as such. You are free at all times to accept or reject any of our investment recommendations. You are solely responsible for implementing our recommendations. We will not execute any transactions or changes in asset allocation on your behalf. Financial Planning Services We offer broad-based, modular, and consultative financial planning services. Financial planning will typically involve providing a variety of advisory services to clients regarding the management of their financial resources based upon an analysis of their individual needs. If you retain our firm for financial planning services, we will meet with you to gather Page 8  Regal Investment Advisors Form ADV Part 2A Brochure information about your financial circumstances and objectives. We may also use financial planning software to determine your current financial position and to define and quantify your long-term goals and objectives. Upon the specification of long- term objectives (both financial and non-financial), we will develop shorter-term, targeted objectives. We will review and analyze the information you provide to our firm and the data derived from our financial planning software. We will then deliver a written plan to you, designed to help you achieve your stated financial goals and objectives. Financial planning advice may be rendered in the areas of business planning, retirement planning, financial planning, cash flow planning, estate planning, insurance planning, divorce planning, college planning, and compensation and benefits planning, among others. We will not provide legal or accounting advice. It is recommended that you consult an attorney, accountant, or tax adviser for legal or tax advice. Financial plans are based on your financial situation at the time we present the plan to you, and on the financial information you provide to our firm. You must promptly notify our firm if your financial situation, goals, objectives, or needs change. You are under no obligation to act on our financial planning recommendations. Should you choose to act on any of our recommendations, you are not obligated to implement the financial plan through any of our other investment advisory services. Moreover, you may act on our recommendations by placing securities transactions with any brokerage firm. Life Planning Services We provide a Life Planning service designed to meet the particular needs of high-net-worth investors and affluent families. This service is comprehensive and ongoing and provides a level of involvement that exceeds traditional investment management and financial planning services. The specific types of services provided are dictated by the client’s unique needs. For example, we may provide any one or more of the following types of services: personal financial services, investment management, estate planning, budget and cash flow analysis, retirement planning, insurance planning, family governance, philanthropic planning, survivorship planning, intergenerational wealth transfer and multigenerational beneficiary planning, business succession planning, and administrative or liaison services. Clients are under no obligation to implement any of our recommendations, including investment, insurance, taxes, and estate planning or otherwise. The Life Planning Agreement fee does not include the fees that may be incurred by clients for the implementation of any of our recommendations. Wrap Fee Program We are a portfolio manager to and sponsor of a wrap fee program, the Advisor Choice Program, which is a type of investment program that provides clients with access to investment advisory services for a single fee that includes administrative fees, management fees, and commissions. If you participate in our wrap fee program, you will pay our firm a single fee, which includes our money management fees, certain transaction costs, and custodial and administrative costs. We receive a portion of the wrap fee for our services. The overall cost you will incur if you participate in our wrap fee program may be higher or lower than you might incur by separately purchasing the types of securities available in the program. Clients who establish a wrap fee account with Regal Investment Advisors must consent to a clearing/custodian broker- dealer with whom we have a clearing arrangement. We have selected the following unaffiliated registered broker-dealers, which are members of FINRA and SIPC, to execute and clear transactions and provide custody services for Advisor Choice wrap fee clients: Fidelity Institutional Wealth Services (“Fidelity”) (as cleared through National Financial Services LLC) • • Schwab Institutional (as cleared through Charles Schwab & Co., Inc.), a division of Charles Schwab & Co., Inc. ("Schwab") We manage wrap fee accounts in the same way we manage non-wrap fee accounts. If you participate in our wrap fee program, we will provide you with a separate Wrap Fee Program Brochure explaining the program and costs associated with the program. IARs provide asset management services through both wrap fee programs and traditional management programs. Under Regal's traditional management program there are two separate types of fees. Regal charges an investment advisory fee for advisory services, and another fee ("ticket charge") is charged for each transaction (i.e., buy/sell/exchange) by the broker dealer (listed above) for accounts held at the respective qualified custodian. Under a wrap fee program, advisory services and transaction services are provided for one fee to the client. From a management perspective, there is not a fundamental difference in the way a Regal IAR manages wrap fee accounts versus traditional management accounts. The difference is the way in which transaction services are paid. Page 9  Regal Investment Advisors Form ADV Part 2A Brochure Assets Under Management As of March 31, 2025, we provide continuous management services for $1,836,072,928 in client assets on a discretionary basis, and $397,929,650 in client assets on a non-discretionary basis. Item 5 Fees and Compensation Regal Investment Advisory Services Our fees for investment advisory services are based on a percentage of your assets we manage. Fees and fee structures will vary by IAR. Furthermore, IARs determine advisory fees differently. For example, some IARs will household all or a subset of your managed accounts together to determine a fee based on household size or charge a fee based on each account size. Additionally, some IARs have a flat fee assigned to the account regardless of account value, while other IARs set a tiered fee schedule. There are advantages and disadvantages to all fee structures, but each IAR sets their own variances within Regal’s maximum allowable fee structure. This causes some clients to be treated in a more favorable manner than other clients when you do not receive tiered and/or householding or do not negotiate lower pricing with your IAR. Regal has imposed a maximum allowable fee and is set forth in the following tiered fee schedule. Assets Under Management Total Maximum Annual Fee $0 to $500,000 2.50% $500,001 to $1,000,000 2.25% $1,000,001 + 2.00% The exact fee is negotiated on an IAR-by-lAR, client-by-client, or account-by-account basis. These fees are disclosed to you in the investment advisory agreement that you sign in advance of services being provided. Our annual investment advisory fee is billed and payable quarterly in advance based on the value of your account on the last day of the previous quarter. If the investment advisory agreement is executed at any time other than the first day of a calendar quarter, our fees will apply on a pro rata basis, which means that the advisory fee is payable in proportion to the number of days in the quarter for which you are a client. At our discretion, we may combine the account values of family members living in the same household to determine the applicable advisory fee. For example, we may combine account values for you and your minor children, joint accounts with your spouse, and other types of related accounts. Combining account values may increase the asset total, which may result in your paying a reduced advisory fee based on the details set forth in your specific Client Investment Advisory Agreement. In limited circumstances, if we recommend that you use a particular tax professional, we may credit a portion of your advisory fee towards the professional's fees. We are not affiliated with, nor do we receive compensation from any tax professionals. Such recommendations are based on the professional's ability to facilitate efficient services to our clients. We will send you an invoice for the payment of our advisory fee, or we will deduct our fee directly from your account through the qualified custodian holding your funds and securities. We will deduct our advisory fee only when you have given our firm written authorization permitting the fees to be paid directly from your account. Further, the qualified custodian will deliver an account statement to you at least quarterly. These account statements will show all disbursements from your account. You should review all statements for accuracy. We will also have access to your account statements. If you find any inconsistent information between our invoice and the statement(s) you receive from the qualified custodian, please call our main office number located on the cover page of this brochure. IAR Compensation Our IARs are either employees or independent contractors. Employee IARs receive a salary, and a portion of the advisory fees you pay helps to cover their compensation. Independent contractor IARs do not receive a salary but instead receive a percentage of the advisory fees paid by clients for their services. The firm retains a portion of the advisory fees to cover operational costs and supervision of both employee and independent contractor IARs. Our IARs may receive a higher percentage of the fees we receive as their production increases. This practice creates a conflict as your adviser is incentivized to increase their production with us and our affiliates to obtain higher percentages and additional compensation. Changes in Financial Circumstances We rely on information provided by clients and are not required to verify details obtained from clients or their other professionals. Unless specified otherwise, we assume no service restrictions beyond managing accounts in alignment with Page 10  Regal Investment Advisors Form ADV Part 2A Brochure stated investment objectives. Clients must promptly inform us of any changes in their financial situation or investment goals to ensure appropriate adjustments to their portfolio and services. Termination of Advisory Relationship You may terminate the investment advisory agreement upon written notice to our firm. You will incur a pro rata charge for services rendered prior to the termination of the investment advisory agreement, which means you will incur advisory fees only in proportion to the number of days in the quarter for which you are a client. If you have pre-paid advisory fees that we have not yet earned, you will receive a prorated refund of those fees. Billing on Cash Positions: Regal treats cash and cash equivalents as an asset class. Accordingly, unless otherwise agreed in writing, all cash and cash equivalent positions (e.g., money market funds, etc.) are included as part of assets under management for the purpose of calculating the firm’s advisory fee. At any specific point in time, depending upon perceived or anticipated market conditions/events (there being no guarantee that such anticipated market conditions/events will occur), the firm may maintain cash and/or cash equivalent positions for defensive, liquidity, or other purposes. While assets are maintained in cash or cash equivalents, such amounts could miss market advances and, depending upon current yields, at any point in time, the firm’s advisory fee could exceed the interest paid by the client’s cash or cash equivalent positions. Regal will not bill on accounts solely held in cash or cash equivalents. Regal conducts periodic suitability reviews of client accounts and monitors accounts with large cash balances as a percentage of a client portfolio to confirm suitability in line with the client’s investment objectives. Billing on Margin: Unless otherwise agreed in writing, the gross amount of assets in the client’s account, including margin balances, are included as part of assets under management for purposes of calculating the firm’s advisory fee. Clients should note that this practice will increase total assets under management used to calculate advisory fees which will in turn increase the amount of fees collected by our firm. This practice creates a conflict of interest in that our firm has an incentive to use margin in order to increase the amount of billable assets. At all times, the firm and its Associated Persons strive to uphold their fiduciary duty of fair dealing with clients. Clients are free to restrict the use of margin by our firm. Please refer to Item 8 for more details on the risks associated with the use of margin. Periods of Portfolio Inactivity: Regal has a fiduciary duty to provide services consistent with the client’s best interest. As part of its investment advisory services, the firm will review client portfolios on an ongoing basis to determine if any changes are necessary based upon various factors, including but not limited to investment performance, fund manager tenure, style drift, account additions/withdrawals, the client’s financial circumstances, and changes in the client’s investment objectives. Based upon these and other factors, there may be extended periods of time when the firm determines that changes to a client’s portfolio are neither necessary nor prudent. Notwithstanding, unless otherwise agreed in writing, the firm’s annual investment advisory fee will continue to apply during these periods, and there can be no assurance that investment decisions made by the firm will be profitable or equal any specific performance level(s). LionShare Fees We will receive an Investment Management Fee for the Investment Management Services performed for client account(s). If a Third-Party Strategy is used these fees will be shared with the Third-Party Strategy portfolio manager. We will deduct our Investment Management Fee directly from your account through the qualified custodian holding your funds and securities. We will deduct our Investment Management Fee only when you have given our firm written authorization permitting the fees to be paid directly from your account. Further, the qualified custodian will deliver an account statement to you at least quarterly. These account statements will show all disbursements from your account. You should review all statements for accuracy. We will also have access to your account statements. The Investment Management Fee rate will typically range from 0.30% to 1.00% per annum, depending upon the value of your account and the composition of the set of Strategies utilized by your IAR or Primary Financial Adviser. If your Regal IAR utilizes LionShare Strategies, you will be charged the Investment Management fee in addition to the Advisory Fee paid to your IAR. This sum of these fees will not exceed the total maximum annual fee schedule noted above. The fees specific to your arrangement are set forth in your specific Client Investment Advisory Agreement. The Investment Management Fee is billed and payable quarterly in advance based on the value of the account on the last day of the previous quarter. For situations where LionShare is used by a Primary Financial Advisor, fees and payment arrangements are negotiable and will vary on a case-by-case basis. This creates a conflict of interest because we have a financial incentive to recommend Page 11  Regal Investment Advisors Form ADV Part 2A Brochure the services of the Primary Investment Adviser. The fee paid by the client will not vary from the fee agreed to and stated in the advisory agreement. For details on what portion of the fee is allocated to Regal and the Primary Financial Adviser, please ask your assigned representative for a full breakdown of the advisory fees listed in the advisory agreement. Regal works to minimize these conflicts by reviewing client suitability to ensure the Strategies selected aligns with the client’s needs. As a fiduciary (and as discussed further in Item 11), we have a duty to put the needs of clients above our own and will only recommend an investment if the investment would serve the needs of our client. Certain strategies are subject to account minimums – please see LionShare’s ADV Part 2A. Specific fee rates and minimums are specified in the advisory services agreement between us and the Primary Financial Advisor. Fee Structures - Flat, “Blended” schedules, and “Breakpoint” schedules LionShare Strategies utilize three different Investment Management Fee structures: flat fees, “Blended” schedules, and “Breakpoint” schedules. A flat fee structure charges the same percentage of the account value regardless of the amount of assets under management at the account or household level. There are generally two types of tiered fee schedules, which are referred to as “Blended” schedules and “Breakpoint” schedules. • Blended Schedule - A blended schedule evaluates the account value and matches it to a set fee schedule. At the beginning of a given billing period, the fee schedule determines which portions of the account value are subject to different fee rates. The total value of the account is compared against this schedule and, based on the account size, the different fee rates are blended to determine the total account fee for that period. • Breakpoint Schedule - A breakpoint schedule evaluates the account value and matches it to a set fee schedule at the beginning of each billing period. The total value of the account is compared against the fee rate for the respective value range that corresponds with the account value to determine the total account fee for that period. The fee rate for the entire account value decreases as the account value reaches the next fee rate, or "breakpoint." Which fee is applicable to your account will be dependent on the specific strategies selected. Please refer to your Client Investment Advisory Agreement for specific information related to your fee arrangement. Unified Managed Account Program Fees For access to and use of the services pursuant to the Envestnet Platform, Regal has agreed to the following program fee schedule: Assets Under Management Program Fee First $5,000,000 5 basis points or .05% per account, per year Next $5,000,000 3 basis points or .03% per account, per year Over $10,000,000 2 basis points or .02% per account, per year The minimum account size for the Envestnet Platform is $10,000 with a minimum fee of $50 per year per account. This fee is withdrawn directly from the client account by Envestnet. Envestnet’s billing services calculate on a quarterly basis in advance. Upon termination, Envestnet will refund to the Client a pro-rated portion of the quarterly fee based on the number of calendar days in the final quarter for which Envestnet provided such services. Other Fees and Expenses You will also choose, with your IAR, whether to pay a ticket charge per trade executed or an asset-based fee for trade execution. Fees for trade execution are separate from the advisory fees. The amount of trades placed in the account is a factor that has a bearing upon the relative cost of the program. These charges and fees are typically imposed by the broker- dealer or custodian through whom your account transactions are executed. We do not share in any portion of the brokerage fees/transaction charges imposed by the broker-dealer or custodian. If there are only a few trades placed in the account over a period, it is possible that paying for advisory services and trade execution separately are less expensive than the combined advisory fee and ticket charges. The opposite is also true; if there are a large number of trades placed in the account over a period, it is possible that paying for advisory services and trade execution separately are more expensive. Some IARs will pay for trade execution, regardless of per trade or asset-based, on your behalf. This creates a conflict as it could incentivize an IAR to trade less frequently. When an IAR pays for trade execution the IAR has the availability to purchase and sell investments with low or no ticket charges associated with them. This creates a conflict as the IAR will receive a larger portion of the advisory fee than if you paid for the trade execution. Page 12  Regal Investment Advisors Form ADV Part 2A Brochure You will incur other charges imposed by third parties besides Regal in connection with investments made through the account, including but not limited to confirmation fees, mutual fund 12b-1 distribution fees, sub accounting fees, contingent deferred sales charges, variable annuity fees and surrender charges, short term redemption fees, qualified retirement plan fees and account maintenance fees. The fees that you pay to our firm for investment advisory services are separate and distinct from the fees and expenses charged by mutual funds or ETFs to their shareholders. A description of these fees and expenses are available in each investment company security's prospectus. You should be aware that mutual funds and ETFs generally charge a management fee (i.e., an expense ratio). For example, an expense ratio of 0.50 means that the mutual fund company charges 0.5% of the assets invested per year. These fees are in addition to the fees paid by you to Regal. Performance figures quoted by mutual fund companies in various publications are after your fees have been deducted. Neither Regal, nor IARs, will receive a portion of the 12b-1 fee generated by mutual fund investments. Not all mutual funds pay a 12b-1 fee, please refer to your funds' prospectus for fund specific information as it relates to your account. Any 12b- 1 fee generated from account assets will be credited back to your advisory account. You will see the credits on your account statements. Income tax liabilities may result from the sale of individual securities within your account unless the account is otherwise tax sheltered or tax deferred. Income tax liabilities directly reduce investment returns. You are responsible for all tax liabilities arising from the sale of individual securities within your account. You should consult your tax advisor as Regal cannot offer tax advice. We utilize option trading for certain approved client accounts. The use of specific option strategies requires margin features along with an approved level of options trading for certain client accounts. The use of these option strategies may incur additional fees and expenses. Fees for advice and execution on these securities are based on the market value of the account. IAR’s may recommend various alternative investment opportunities. Clients should be aware that investments made in alternative assets may involve additional fees and expenses beyond our standard advisory fees. We encourage clients to review all offering documents and fee disclosures to fully understand the costs and risks associated with these investments. To fully understand the total cost you will incur, you should review all the fees charged by mutual funds, ETFs, our firm, and others. For information on our brokerage practices, please refer to the "Brokerage Practices" section of this brochure. Selection of Other Advisers We do not charge you a separate fee for the selection of other advisers. We will share in the advisory fee you pay directly to the third-party adviser. The advisory fee you pay to the third-party adviser is established and payable in accordance with the brochure provided by each third-party adviser to whom you are referred. These fees may or may not be negotiable. Our compensation may differ depending upon the individual agreement we have with each adviser. As such, a conflict of interest may arise where our firm or our Associated Persons may have an incentive to recommend one adviser over another adviser with whom we have more favorable compensation arrangements or other advisory programs offered by advisers with whom we have less or no compensation arrangements. To mitigate this conflict Associated Persons must abide by and attest to the standard and policies described in the Firm Code of Ethics. For more information regarding our Code of Ethics, please refer to Item 11. You will be required to sign an agreement directly with the recommended third-party adviser(s). You may terminate your advisory relationship with the adviser according to the terms of your agreement with the adviser. You should review each adviser's brochure for specific information on how you may terminate your advisory relationship with the adviser and how you may receive a refund, if applicable. You should contact the adviser directly for questions regarding your advisory agreement with the adviser. Betterment Services Betterment charges Clients an asset-based platform fee on amounts invested via the Betterment platform. Clients on the platform pay, roughly once a calendar quarter, a platform fee generally equal to 0.14% per annum of the client’s average daily account balance during the period for Betterment’s and Betterment Securities’ services. The asset-based fee is charged quarterly in arrears. The services included for the fee include all of the services provided by Betterment and Betterment Securities through the Betterment platform, including custody of assets, execution and clearing of transactions, and account reporting. Betterment collects fees directly from clients pursuant to the terms of the sub-advisory agreement between Betterment and each client. Clients utilizing the Betterment platform may pay a higher aggregate fee than if the advisory, custodial, trade execution, and other services were purchased separately. We also pay a fixed monthly fee to Betterment. We will also charge clients our Advisory Fee in addition to the Betterment platform fee charged to clients for assets held on the Betterment platform. Betterment collects both its Platform Fee and our Advisory Fee (collectively “Betterment Wrap Fee”) Page 13  Regal Investment Advisors Form ADV Part 2A Brochure from each client and remits our portion of the Betterment Wrap Fee directly to us. Additional information regarding Betterment’s fees and compensation is described in Betterment’s Form ADV Part 2A. Pension Consulting Services The compensation arrangement for these services will be at a rate negotiated between Regal Investment Advisors and the client on a case-by-case basis. The fees and terms will be clearly set forth in the executed agreement for services. The final fee shall be directly dependent upon the facts and circumstances of the client's financial situation and the complexity of the pension consulting services provided. We will be compensated at either a negotiated fixed fee or a percentage of assets under management that will range from 0.25% to 2.50% of plan assets. We may also provide additional types of pension consulting services to plans on an individually negotiated basis. All services, whether discussed above or customized for the plan based upon requirements from the plan fiduciaries (which may include additional plan-level or participant-level services) shall be detailed in a written agreement and be consistent with the parameters set forth in the plan documents. Our advisory fees for these customized services will be negotiated with the plan sponsor or named fiduciary on a case-by-case basis. Either party to the pension consulting agreement may terminate the agreement upon 30 days' written notice to the other party. The pension consulting fees will be prorated for the quarter in which the termination notice is given and any unearned fees will be refunded to the client. Asset Allocation Services We charge a maximum asset-based fee of 1.25% for our asset allocation services through TIAA-CREF. Our fees are negotiable and payable quarterly in advance. Below is the complete fee schedule for TIAA- CREF: Assets Under Management Annual Fee $0 - $249,999.99 1.25% $250,000 - $499,999.99 1.15% $500,000 - $749,999.99 1.00% $750,000 - $999,999.99 .85% $1,000,000 - + .75% You may terminate the investment advisory agreement by providing written notice to our firm. The asset allocation fee will be prorated for the quarter in which the termination notice is given, which means that you will incur advisory fees only in proportion to the number of days in the quarter for which you are a client. If you have pre-paid advisory fees that we have not yet earned, you will receive a prorated refund of those fees. Financial Planning Services We charge a fixed fee for financial planning services, which generally ranges between $250 to $10,000. The fee is negotiable depending upon the complexity and scope of the plan, your financial situation, and your objectives. If you only require advice on a single aspect of your finances, we offer modular financial planning/general consulting services on an hourly basis. Our rate for such services ranges from $250 to $500 per hour and is negotiable depending on the scope and complexity of the plan, your financial situation, and your objectives. An estimate of the total time/cost will be determined at the start of the advisory relationship. In limited circumstances, the cost/time could potentially exceed the initial estimate. In such cases, we will notify you in advance and request that you approve the additional fee. Generally, fees are due as invoiced. However, in limited circumstances, we may request a retainer fee of up to 50%, with the remaining portion invoiced and payable upon completion of the financial plan. We will not require prepayment of a fee more than six months in advance and in excess of $1,200. You may terminate the financial planning agreement by providing written notice to our firm. You will incur a pro rata charge for services rendered prior to the termination of the agreement. If you have pre-paid advisory fees that we have not yet earned, you will receive a prorated refund of those fees. Life Planning Services Fees for Life Planning services are negotiated with the client at the time of the engagement on a case- by-case basis. The final fee is dependent upon the facts, circumstances and complexity of the client’s financial situation, goals and objectives, Page 14  Regal Investment Advisors Form ADV Part 2A Brochure and the time and labor required to fulfill the service commitment to the client or group of clients. The fee is an on-going annual retainer that is charged as a fixed fee on a quarterly basis. The fee is billed and payable quarterly in advance. If the Life Planning agreement becomes effective on a day other than the first day of a full installment period or ceases to be effective on a day other than the last day of a full installment period, our fee for that period shall be prorated based on the length of time the agreement is in effect during that period. The client will incur a pro rata charge for services rendered prior to the termination of the agreement. If you have pre-paid advisory fees that we have not yet earned, you will receive a prorated refund of those fees. The Wrap Program Fee We charge an annual "wrap-fee" for participation in the Advisor Choice Program, depending upon the market value of your assets under our management. You are not charged separate fees for the different components of the services provided by the Advisor Choice Program. Our wrap fee includes the investment advisory fee we pay to any portfolio manager for their management of your account and account custodian's transaction or execution costs. Assets in each of your account(s) are included in the fee assessment unless specifically identified in writing for exclusion. In special circumstances, and at our sole discretion, we may negotiate a lesser management fee based upon certain criteria (i.e., anticipated future earning capacity, dollar amount of assets to be managed, related accounts, account composition, pre- existing client relationship, account retention, etc.). On an annualized basis, our maximum allowable wrap fees are as follows: Maximum Annual Fee as % of Portfolio 2.50% 2.25% Assets Under Management $0 to $500,000 $500,001 to $1,000,000 $1,000,001+ 2.00% To compare the cost of the wrap fee program with non-wrap fee investment advisory services, you should consider the frequency of trading activity associated with our investment strategies and the brokerage commissions charged by Schwab, Fidelity, and Pershing or other broker-dealers, and the advisory fees charged by investment advisers. For more information, please review Regal’s separate Advisor Choice Program (wrap fee program) Brochure. Compensation for the Sale of Securities or Other Investment Products Persons providing investment advice on behalf of our firm may be registered representatives with Regulus Financial Group, LLC ("Regulus"), a member of the Financial Industry Regulatory Authority and the Securities Investor Protection Corporation. In their capacity as registered representatives, these persons will receive commission-based compensation in connection with the purchase and sale of securities, including 12b-1 fees for the sale of investment company products. Compensation earned by these persons in their capacities as registered representatives is separate and in addition to our advisory fees. This practice presents a conflict of interest because persons providing investment advice on behalf of our firm who are registered representatives have an incentive to effect securities transactions for the purpose of generating commissions rather than solely based on your needs. However, you are under no obligation, contractually or otherwise, to purchase securities products through any person affiliated with our firm. Persons providing investment advice on behalf of our firm may also be licensed as independent insurance agents. These persons will earn commission-based compensation for selling insurance products, including insurance products they sell to you. Insurance commissions earned by these persons are separate and in addition to our advisory fees. Although insurance products sold by Associated Persons of our firm are intended to compliment the investment advisory services offered to you, the receipt of two types of compensation presents a conflict of interest. You are under no obligation, contractually or otherwise, to purchase insurance products through any person affiliated with our firm. However, not all of our Associated Persons are registered representatives and/or insurance agents. We may recommend that you purchase variable annuities to be included in your investment portfolio(s). Persons providing investment advice on behalf of our firm may earn commissions on the sale of the variable annuities in his or her capacity as a registered representative of Regulus. If these persons earn commission on the sale of variable annuities recommended to you, we will not include the annuity accounts in the total value used for our advisory billing/fee computation for 2 years after the annuity contract is sold. After the two-year period, the value of the annuity sub-accounts will be added to the value of your total assets for billing purposes. Annuities will be purchased for your account only after you receive a prospectus disclosing the terms of the annuity. You are under no obligation, contractually or otherwise, to purchase variable annuities through any person affiliated with our firm. Page 15  Regal Investment Advisors Form ADV Part 2A Brochure Some of our representatives use, and pay for, financial planning and risk tolerance services when providing investment advice to clients. Regal has agreements in place that allow representatives to use these services at a discount. When using these services through Regal, representatives choose to invest client assets in internally managed portfolios or with third- party managers selected by Regal. Regal earns a fee on assets invested with these managers. This presents a conflict in that representatives are incentivized to invest assets with Regal or Regal-selected managers, so they receive a discount on the financial planning and risk tolerance services. A Regal representative (the "Supervisor") manages an office staffed with other representatives of the firm. Regal assumes back-office responsibilities for this office for a fee which is shared between Regal and the Supervisor. Regal also shares fees received from portfolio investments made by the representatives of this office with the Supervisor. Item 6 Performance-Based Fees and Side-By-Side Management We do not accept performance-based fees or participate in side-by-side management. Side-by-side management refers to the practice of managing accounts that charge performance-based fees while at the same time managing accounts that are not charged performance-based fees. Performance-based fees are fees that are based on a share of capital gains or capital appreciation of a client's account. Our fees are calculated as described in the Advisory Business section above and are not charged on the basis of a share of capital gains upon, or capital appreciation of, the funds in your advisory account. Item 7 Types of Clients We offer investment advisory services to individuals, trusts, estates, pension and profit-sharing plans, charitable organizations, corporations, and other business entities. In general, we do not require a minimum dollar amount to open and maintain an Adviser Managed Account; however, we have the right to terminate your account if it falls below a minimum size which, in our sole opinion, is too small to effectively manage. LionShare Strategies have various account minimums ranging from $10,000 to $1,000,000 dependent on the strategy. For more information regarding specific Strategy minimums please ask your IAR or refer to the Client Investment Advisory Agreement. Outside Third Party Asset Managers also have various account minimums. Strategy minimums are determined at the discretion of the third-party manager. Item 8 Methods of Analysis, Investment Strategies and Risk of Loss Our investment strategies and advice may vary depending upon each client's specific financial situation. As such, we determine investments and allocations based upon your predefined objectives, risk tolerance, time horizon, financial horizon, financial information, liquidity needs, and other various suitability factors. Your restrictions and guidelines may affect the composition of your portfolio. All investment methods involve some measure of risk. Listed here are some of the risks involved with specific methods: Charting Analysis Involves the gathering and processing of price and volume pattern information for a particular security, sector, broad index, or commodity. This price and volume pattern information is analyzed. The resulting pattern and correlation data is used to detect departures from expected performance and diversification and predict future price movements and trends. Risk: our charting analysis may not accurately detect anomalies or predict future price movements. Current prices of securities may reflect all information known about the security and day-to-day changes in market prices of securities may follow random patterns and may not be predictable with any reliable degree of accuracy. Fundamental Analysis Involves analyzing individual companies and their industry groups, such as a company's financial statements, details regarding the company's product line, the experience and expertise of the company's management, and the outlook for the company and its industry. The resulting data is used to measure the true value of the company's stock compared to the current market value. Page 16  Regal Investment Advisors Form ADV Part 2A Brochure Risk: The risk of fundamental analysis is that information obtained may be incorrect and the analysis may not provide an accurate estimate of earnings, which may be the basis for a stock's value. If securities prices adjust rapidly to new information, utilizing fundamental analysis may not result in favorable performance. Cyclical Analysis A type of technical analysis that involves evaluating recurring price patterns and trends. Economic/business cycles may not be predictable and may have many fluctuations between long term expansions and contractions. Risk: The lengths of economic cycles may be difficult to predict with accuracy and therefore the risk of cyclical analysis is the difficulty in predicting economic trends and consequently the changing value of securities that would be affected by these changing trends. Technical Analysis Involves studying past price patterns, trends, and interrelationships in the financial markets to assess risk-adjusted performance and predict the direction of both the overall market and specific securities. Risk: The risk of market timing based on technical analysis is that our analysis may not accurately detect anomalies or predict future price movements. Current prices of securities may reflect all information known about the security. Day-to-day changes in market prices of securities may follow random patterns and may not be predictable with any reliable degree of accuracy. Long-Term Purchases Securities purchased with the expectation that the value of those securities will grow over a relatively long period of time, generally greater than one year. Risk: Using a long-term purchase strategy generally assumes the financial markets will go up in the long term, which may not be the case. There is also the risk that the segment of the market that you are invested in or perhaps just your particular investment will go down over time even if the overall financial markets advance. Purchasing investments long-term may create an opportunity cost - "locking-up" assets that may be better utilized in the short-term in other investments. Short-Term Purchases Securities purchased with the expectation that they will be sold within a relatively short period of time, generally less than one year, to take advantage of the securities' short-term price fluctuations. Risk: Using a short-term purchase strategy generally assumes that we can predict how financial markets will perform in the short-term, which may be difficult and will incur a disproportionately higher amount of transaction costs compared to long- term trading. There are many factors that can affect financial market performance in the short term (such as short-term interest rate changes, cyclical earnings announcements, etc.) but may have a smaller impact over longer periods of times. Option Writing A securities transaction that involves selling an option. An option is the right, but not the obligation, to buy or sell a particular security at a specified price before the expiration date of the option. When an investor sells an option, he or she must deliver to the buyer a specified number of shares if the buyer exercises the option. The seller pays the buyer a premium (the market price of the option at a particular time) in exchange for writing the option. Risk: Options are complex investments and can be very risky, especially if the investor does not own the underlying stock. In certain situations, an investor's risk can be unlimited. Option Trading/ Use of Leverage We primarily give investment advice that is related to long-term holdings. However, for certain approved clients we may employ the use of options strategies. Option securities are complex derivatives of equity securities that incorporate certain leverage characteristics and as such carry an increased risk of investment loss. The options strategies require a margin feature. Option transactions generally involve the use of put and/or call options to engage in a specific trading strategy. The use of leverage can dramatically magnify both gains and losses, increasing the possibility of a total loss of investment. Trading securities on margin results in interest charges and, depending on the amount of trading activity, such charges could be substantial. The level of interest rates and the rates at which client accounts can borrow can affect the operating results of those client accounts. Any restriction on the availability of credit from lenders could adversely affect the account’s performance. Page 17  Regal Investment Advisors Form ADV Part 2A Brochure Risk of Loss Investing in securities involves risk of loss that you should be prepared to bear. We do not represent or guarantee that our services or 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. In addition to specific risks related to investing in particular types of securities further described below, the success of client portfolio activities will be affected by general economic and market conditions, such as interest rates, availability of credit, inflation rates, commodity prices, economic uncertainty, changes in laws, trade barriers, currency fluctuations and controls, and national and international political circumstances. Clients will be subject to the risk of loss arising from exposure that it may incur, indirectly, due to the occurrence of various events, including hurricanes, earthquakes, and other natural disasters, terrorism and other catastrophic events such as a pandemic. These risks can be substantial and could have a material adverse effect on client portfolios including affecting the level of volatility of securities’ prices and the liquidity of investments in portfolios. Such volatility or illiquidity could impair profitability or result in losses. We cannot offer any guarantees or promises that your financial goals and objectives will be met. Past performance is in no way an indication of future performance. Margin When you purchase securities, you may pay for the securities in full or borrow part of the purchase price from your account custodian or clearing firm. If you borrow part of the purchase price, then you are engaging in margin transactions and there is risk involved with this. The securities held in your margin account are collateral for the custodian or clearing firm that loaned you the money. If those securities decline in value, then the value of the collateral supporting your loan also declines. As a result, the brokerage firm is required to take action in order to maintain the necessary level of equity in your account. The brokerage firm may issue a margin call and/or sell other assets in your account. It is important that you fully understand the risks involved in trading securities on margin, including: • You can lose more funds than you deposit in your margin account. • The account custodian or clearing firm can force the sale of securities or other assets in your account. • The account custodian or clearing firm can sell your securities or other assets without contacting you. • You are not entitled to choose which securities or other assets in your margin account may be liquidated or sold to meet a margin call. • The account custodian or clearing firm may move securities held in your cash account to your margin account and pledge the transferred securities. • The account custodian or clearing firm can increase its “house” maintenance margin requirements at any time and are not required to provide you advance written notice. • You are not entitled to an extension of time on a margin call. Tax Considerations Our strategies and investments may have unique and significant tax implications. However, unless we specifically agree otherwise, and in writing, tax efficiency is not our primary consideration in the management of your assets. Regardless of your account size or any other factors, we strongly recommend that you continuously consult with a tax professional prior to and throughout the investing of your assets. In addition, as described in Item 4, we may recommend that you use the services of a third party asset manager (TPAM) to manage your entire, or a portion of your, investment portfolio. The use of third-party asset managers in investment programs involves additional risks. The success of the TPAM depends on the capabilities of its investment management personnel and infrastructure, all of which may be adversely impacted by the departure of key employees and other events. The future results of the TPAM may differ significantly from the TPAM’s past performance. While we intend to employ reasonable diligence in evaluating and monitoring any TPAM we recommend to clients, no amount of diligence can eliminate the possibility that a TPAM may provide misleading, incomplete, or false information or representations, or engage in improper or fraudulent conduct, including unauthorized changes in investment strategy, insider trading, misappropriation of assets and unsupportable valuations of portfolio securities. Cybersecurity Our business and our service providers are subject to risks associated with a breach in cybersecurity. Cybersecurity is a generic term used to describe the technology, processes and practices designed to protect networks, systems, computers, programs and data from both intentional cyber- attacks and hacking by other computer users, as well as unintentional damage or interruption that, in either case, can result in damage or interruption from computer viruses, network failures, computer and telecommunications failures, infiltration by unauthorized persons and security breaches, usage errors by their respective professionals, power outages and catastrophic events such as fires, tornadoes, floods, hurricanes and earthquakes. A cybersecurity breach could expose us and our clients to substantial costs including, without limitation, Page 18  Regal Investment Advisors Form ADV Part 2A Brochure identity theft, unauthorized use of proprietary information, the dissemination of confidential and proprietary information and reputational damage. Furthermore, we cannot control the cybersecurity plans, strategies, systems, policies, and procedures put in place by the issuers in which our clients invest. Recommendation of Particular Types of Securities As disclosed under the "Advisory Business" section in this Brochure, we recommend many types of securities. Given that each client has different needs and tolerance for risk, what type of investment we recommend may vary from client to client. Each type of security has its own unique set of risks associated with it and it would not be possible to list here all the specific risks of every type of investment. Even within the same type of investment, risks can vary widely. However, in very general terms, the higher the anticipated return of an investment, the higher the risk of loss associated with it. Below, we provide examples of certain risks often associated with particular types of investments/securities: Certificates of deposit: Generally, the safest type of investment since they are insured by the federal government. However, because the returns are generally very low, it's possible for inflation to outpace the return. Likewise, US Government securities are backed by the full faith and credit of the United States government, but it's also possible for the rate of inflation to exceed the returns. Municipal securities: While generally thought of as safe, municipal securities can have significant risks associated with them including, but not limited to: the credit worthiness of the governmental entity that issues the bond; the stability of the revenue stream that is used to pay the interest to the bondholders; when the bond is due to mature; and, whether or not the bond can be "called" prior to maturity. When a bond is called, it may not be possible to replace it with a bond of equal character paying the same amount of interest or yield to maturity. In addition, the municipal market can be significantly affected by adverse tax, legislative or political changes. Equities: There are numerous ways of measuring the risk of equity securities (also known simply as "equities" or "stock"). In very broad terms, the value of a stock depends on the financial health of the issuer. However, stock prices can be affected by many other factors including, but not limited to: the class of stock (for example, preferred or common); the health of the market sector of the issuing company; and, the overall health of the economy. In general, larger, more well-established companies ("large cap") tend to be safer than smaller start-up companies ("small cap"), but the mere size of an issuer is not, by itself, an indicator of the safety of the investment. Debt securities: Corporate debt securities (or "bonds") are typically safer investments than equity securities, but their risk can also vary widely based on: the financial health of the issuer; the risk that the issuer might default; when the bond is set to mature; and, whether or not the bond can be "called" prior to maturity. When a bond is called, it may not be possible to replace it with a bond of equal character paying the same rate of return. Mutual funds / ETFs: Mutual funds and ETFs are professionally managed collective investment systems that pool money from many investors and invest in stocks, bonds, short-term money market instruments, other mutual funds, other securities or any combination thereof. The fund will have a manager that trades the fund's investments in accordance with the fund's investment objective. While mutual funds and ETFs generally provide diversification, risks can be significantly increased if the fund is concentrated in a particular sector of the market, primarily invests in small cap or speculative companies, uses leverage (i.e., borrows money) to a significant degree, or concentrates in a particular type of security (i.e., equities) rather than balancing the fund with different types of securities. ETFs differ from mutual funds since they can be bought and sold throughout the day like stock and their price can fluctuate throughout the day. As a result, ETFs may trade above or below the value of their underlying portfolios. The returns on mutual funds and ETFs can be reduced by the costs to manage the funds. Also, while some mutual funds are "no load" and charge no fee to buy into, or sell out of, the fund, other types of mutual funds do charge such fees which can also reduce returns. Mutual funds can also be "closed-end" or "open-end". "Open-end" mutual funds continue to allow in new investors indefinitely which can dilute other investors' interests. “Closed-end” mutual funds issue a fixed number of shares and the market price of a closed-end fund at any point in time is likely to vary from the fund’s net asset value, thus trading at a premium or discount. The size of any premium and/or discount may have a significant impact on an investor’s return over time. Closed-end funds often use leverage and are permitted to allocate a greater portion of their assets in illiquid investments as compared with open-end funds. For additional information about material risks associated with investments in open-end and closed-end funds (including interval funds and inverse funds discussed below), please see the fund’s prospectus. Interval funds: An interval fund is a type of closed-end fund (mutual fund) that is not listed on an exchange. Interval funds periodically offer to repurchase a limited percentage of outstanding shares, as defined in its prospectus, from its shareholders. Interval funds are generally designed for long term investors who do not require daily liquidity. Therefore, the shares are subject to periodic redemption offers by the fund at a price based on net asset value. Accordingly, interval funds are subject to liquidity constraints. Interval funds that invest in securities of companies with smaller market capitalizations, Page 19  Regal Investment Advisors Form ADV Part 2A Brochure derivatives, or securities with substantial market and/or credit risk tend to have the greatest exposure to liquidity risk. Generally, the interval funds we recommend offer a one-to-two-week period, on a quarterly basis, during which the client may seek the redemption of previously purchased interval funds. Given the lack of secondary market, the infrequent nature of the offers to buy back shares, and the liquidity gates (or re-purchase limits), clients should consider the shares of interval funds to be illiquid. Leveraged and inverse exchange traded funds: Leveraged and Inverse funds and ETFs, which are sometimes referred to as “short” funds, seek to provide the opposite of the single-day performance of the index or benchmark they track. Leveraged and Inverse funds are often marketed as a way to profit from or hedge exposure to, volatile markets. These investment products are intended to be used as a trading tool, for short-term purposes. Some inverse funds also use leverage, such that they seek to achieve a return that is a multiple of the opposite performance of the underlying index or benchmark (i.e., -200%, -300%). In addition to leverage, these funds may also use derivative instruments to accomplish their objectives. As such, Leveraged and Inverse funds are highly volatile and provide the potential for significant loss. Variable annuities: A variable annuity is a form of insurance in which the seller or issuer (typically an insurance company) makes a series of future payments to a buyer (annuitant) in exchange for the immediate payment of a lump sum (single- payment annuity) or a series of regular payments (regular-payment annuity). The payment stream from the issuer to the annuitant has an unknown duration based principally upon the date of death of the annuitant. At this point, the contract will terminate, and the remainder of the fund accumulated is forfeited unless there are other annuitants or beneficiaries in the contract. Annuities can be purchased to provide an income during retirement. Unlike fixed annuities that make payments in fixed amounts or in amounts that increase by a fixed percentage, variable annuities pay amounts that vary according to the performance of a specified set of investments, typically bond and equity mutual funds. Many variable annuities typically impose asset-based sales charges or surrender charges for withdrawals within a specified period. Variable annuities may impose a variety of fees and expenses, in addition to sales and surrender charges, such as: mortality and expense risk charges, administrative fees, underlying fund expenses, and charges for special features, all of which can reduce the return. Earnings in a variable annuity do not provide all the tax advantages of 401(k)s and other before-tax retirement plans. Once the investor starts withdrawing money from their variable annuity, earnings are taxed at the ordinary income rate, rather than at the lower capital gains’ rates applied to other non-tax- deferred vehicles which are held for more than one year. Proceeds of most variable annuities do not receive a "step-up" in cost basis when the owner dies as stocks, bonds, and mutual funds do. Some variable annuities offer "bonus credits". These are usually not free. In order to fund them, insurance companies typically impose mortality and expense charges and surrender charge periods. In an exchange of an existing annuity for a new annuity (so-called 1035 exchanges), the new variable annuity may have a lower contract value and a smaller death benefit, may impose new surrender charges or increase the period of time for which the surrender charge applies, may have higher annual fees, and may provide another commission for the broker. Registered index linked annuities (RILA): A RILA is a type of annuity contract that calculates account value adjustments based on the performance of a specified market index, such as the S&P 500. The account value will receive protection against market loses typically through a buffer (carrier accepts the first xx% of losses and the account accepts any additional losses in market value) or a floor (the account accepts the first xx% of loses and the carrier accepts any additional losses in market value). This protection is in exchange for limiting gains in account value to a cap (a maximum account value increase of xx%) or a participation rate (account participates in xx% of the market gains). Fees and caps may limit the potential upside. At the end of the sample period, the account value could increase or decrease. A RILA is a long- term tax-deferred vehicle designed for retirement. It is subject to investment risk, the value will fluctuate, and loss of principal is possible. Earnings are taxable as ordinary income when distributed. Individuals may be subject to a 10% additional tax for withdrawals before age 59 ½ unless an exception to the tax is met. Derivatives: The use of derivative instruments can lead to liquidity, credit, interest rate and market risks. Investments in derivative instruments may be subject to greater volatility than investments in traditional securities, including the high degree of leverage often embedded in such instruments (magnifying both potential gains and losses), and potential material and prolonged deviations between the theoretical value and realizable value of a derivative. Some derivatives have the potential for unlimited loss. Derivatives may at times be illiquid. Certain derivatives may be difficult to value, and valuation may be more difficult in times of market turmoil. Derivative investments can increase portfolio turnover and transaction costs. Derivatives also are subject to counterparty risk and credit risk. New regulation of derivatives may make them more costly, or may otherwise adversely affect their liquidity, value or performance. Alternative investments: Alternative Investments include but are not limited to private investments in hedge funds, private equity, real estate investment trusts, commodities, or tangible assets. Strategies utilizing alternative investments are generally made with the objective of long-term appreciation and are subject to limited liquidity. When we invest in Alternative Investments not managed by us, we have limited control over the management of such investments. Alternative investment strategies pursued by certain funds may be subject to additional risks including, but not limited to, derivatives (including Page 20  Regal Investment Advisors Form ADV Part 2A Brochure options and futures contracts) risk, liquidity risk of underlying securities, credit risk and commodities risk. Certain alternative strategies involve the risk that a counterparty to a transaction will not perform as promised, which would incur losses to a fund. Furthermore, alternative strategies may employ leverage, involve extensive short positions and/or focus on narrow segments of the market, which may magnify the overall risks and volatility associated with such investments. For more detailed discussions of the specific risks associated with Alternative Investments, please refer to the respective prospectuses and Private Placement Memorandum(s). The risk of loss described herein should not be considered an exhaustive list of all the risks which clients should consider. Structured Products: A structured product, also known as a market-linked product, is generally a pre-packaged investment strategy based on derivatives, such as a single security, a basket of securities, options, indices, commodities, debt issuances and/or foreign currencies, and to a lesser extent, swaps. Structured products are usually issued by investment banks or affiliates thereof. They have a fixed maturity and have two components: a note and a derivative. The derivative component is often an option. The note provides for periodic interest payments to the investor at a predetermined rate, and the derivative component provides for the payment at maturity. Some products use the derivative component as a put option written by the investor that gives the buyer of the put option the right to sell to the investor the security or securities at a predetermined price. Other products use the derivative component to provide for a call option written by the investor that gives the buyer of the call option the right to buy the security or securities from the investor at a predetermined price. A feature of some structured products is a "principal guarantee" function, which offers protection of principal if held to maturity. However, these products are not always Federal Deposit Insurance Corporation insured; they may only be insured by the issuer, and thus have the potential for loss of principal in the case of a liquidity crisis, or other solvency problems with the issuing company. Item 9 Disciplinary Information Information on disciplinary history and registration of Regal and IAR’s of Regal may be obtained online at adviserinfo.sec.gov, brokercheck.finra.org, or by contacting state regulatory authorities. Following is a list of those legal or disciplinary events that may be material to your evaluation of Regal or the integrity of Regal’s management. On September 16, 2021, Regal Investment Advisors, John Kailunas II and Brian Yarch settled without admitting or denying the findings with the SEC for not providing advisory service to certain advisory clients after the original IAR left Regal and did not disclose conflicts of interest arising from compensation received from an affiliated portfolio manager. The cited conduct was unintentional, and amounts paid pursuant to the Order have been distributed to affected clients. All payments related to the SEC Judgement have been paid in full. Regal agreed to pay disgorgement of $595,899, prejudgment interest of $100,875, and a civil penalty of $150,000, and to perform certain undertakings. Also, without admitting or denying the findings in the order, John Kailunas II and Brian Yarch agreed to penalties of $50,000 each, and Brian Yarch agreed to a limitation from acting in a chief compliance officer capacity, with the right to apply to act as a chief compliance officer after three years. Regal, Kailunas, and Yarch also agreed to cease-and-desist orders and to be censured. From May 22, 2021, to February 6, 2024, Regal’s affiliate, Regulus Financial Group, LLC, did not disclose its own and Regal’s disciplinary history in the firm’s customer relationship summary (Form CRS). Form CRS contains the heading, “Do you or your financial professionals have legal or disciplinary history?”. Item 4 of the instructions to Form CRS state that a firm must respond “Yes” if it or any of its financial professionals disclose, or is required to disclose, legal or disciplinary history on specified regulatory disclosure forms, such as Form BD. Regulus’ CRS erroneously stated “Yes, although Regulus does not, some of our financial professionals do have a legal or disciplinary history.” Due to filing and delivering to customers a Form CRS that omitted required information, Regulus was censured and fined $20,000 by FINRA. Item 10 Other Financial Industry Activities and Affiliations Regal Investment Advisors has several financial affiliations and relationships that result in conflicts of interests. These conflicts are described generally in this section and throughout this Brochure. Among other things, we take the following steps to address the conflicts outlined in this Brochure: • Disclose to Clients that they are not obligated to purchase recommended investment products or implement recommended strategies by our IARs. • Disclose the existence of material conflicts of interest, including the potential for Regal to earn compensation based on recommendations made to Clients. • Collect, document, and review Client financial background information including but not limited to financial goals, net worth, income, objectives, and risk tolerance, to ensure that investment advice/recommendations are consistent with the client/investor’s profile. Page 21  Regal Investment Advisors Form ADV Part 2A Brochure • Require that our Employees seek approval for outside employment or investment activities to ensure that any potential conflicts of interests are addressed and disclosed if necessary. • Educate our advisors regarding their responsibilities as a fiduciary, including the importance of having a reasonable basis for the advice provided to Clients. • Require IARs abide by and attest to the Regal’s Compliance Manual and Code of Ethics on an annual basis. For more details regarding our Code of Ethics, please refer to Item 11 of this Brochure. Registrations with Broker-Dealer Associated Persons providing investment advice on behalf of our firm may be registered representatives with Regulus Financial Group, LLC ("Regulus"), a securities broker-dealer and member of the Financial Industry Regulatory Authority and the Securities Investor Protection Corporation. We are affiliated with Regulus through common control and ownership. Regulus registered representatives receive commission-based compensation in connection with the purchase and sale of securities, including 12b-1 fees for the sale of investment company products. Compensation earned as registered representatives is separate from our advisory fees. This practice presents a conflict of interest because persons providing investment advice on behalf of our firm who are registered representatives have an incentive to effect securities transactions for the purpose of generating commissions rather than solely based on your needs. To mitigate this conflict Associated Persons must avoid servicing their own personal interests ahead of the interests of Regal’s clients as described in the Firm Code of Ethics. Not all of our Associated Persons are registered representatives with Regulus. Arrangements with Affiliated Entities John Kailunas II, Brian D. Yarch, and Don Carlson, Managing Members of Regal Investment Advisors LLC are also owners and executive officers of Regal Holdings of America. Regal Holdings of America is the majority owner of Regulus Financial Group, LLC. Regulus is a securities broker-dealer and a member of the Financial Industry Regulatory Authority and the Securities Investor Protection Corporation. Regulus has entered into a tri-party clearing agreement with Pershing LLC, and with Saxony Securities, Inc. as the intermediary firm. Regal's advisory relationships with Pershing LLC/Saxony Securities, Inc. are conducted through Regulus. Associated Persons providing investment advice on behalf of our firm may be licensed as insurance agents. They will earn commission-based compensation for selling insurance products, including insurance products they sell to you. Insurance commissions earned by these persons are separate from our advisory fees. Not all of our Associated Persons are insurance agents. The referral arrangements we have with our affiliated entities present a conflict of interest because we have a financial incentive to recommend our affiliates' services. While we believe that compensation charged by our affiliates is competitive, such compensation may be higher than fees charged by other firms providing the same or similar services. Regal periodically evaluates the fees charged by our affiliates to ensure they remain generally competitive in the market. You are under no obligation to use our affiliates' services and may obtain comparable services and/or lower fees through other firms. Recommendation of Other Advisers Our IARs may recommend that you use a third-party asset manager based on your needs and suitability. We will receive compensation from the TPAM for recommending that you use their services. These compensation arrangements present a conflict of interest because we have a financial incentive to recommend the services of the third-party adviser. You are not obligated, contractually or otherwise, to use the services of any TPAM we recommend. Recommendation of Third-Party Strategies Through LionShare we recommend Third Party Strategies for which we will share in the compensation received from clients for the use of Third-Party Strategies. These compensation arrangements present a conflict of interest because we have a financial incentive to recommend such services. You are not obligated, contractually or otherwise, to use the services of any Third-Party Strategy we recommend. Current third parties managing Third Party Strategies include but are not limited to Torray, LLC, L&S Advisors, Inc, Moran Wealth Management, LLC dba “Pelican Bay Capital Management”, and NorthStar Investment Management. The fee paid by the client will not vary from the fee agreed to and stated in the client agreement. For details on what portion of the fee is allocated to the Third-Party Strategy portfolio manager and your IAR, and/or the Primary Financial Adviser, please ask your representative for a full breakdown of the fees associated with LionShare management services. Page 22  Regal Investment Advisors Form ADV Part 2A Brochure Item 11 Code of Ethics, Participation or Interest in Client Transactions and Personal Trading Description of Our Code of Ethics We strive to comply with applicable laws and regulations governing our practices. Therefore, our Code of Ethics includes guidelines for professional standards of conduct for our Associated Persons. As an investment adviser, our fiduciary duty includes a duty of care and a duty of loyalty and to serve the best interests of our clients and not subordinate our client’s interest to our own. Our Associated Persons are expected to adhere strictly to these guidelines. Our Code of Ethics also requires that persons associated with our firm submit reports of their personal account holdings and transactions to a qualified representative of our firm who will review these reports on a periodic basis. Persons associated with our firm are also required to report any violations of our Code of Ethics. Additionally, we maintain and enforce written policies reasonably designed to prevent the misuse or dissemination of material, non-public information about you or your account holdings by persons associated with our firm. Our Code of Ethics is available to you upon request. You may obtain a copy of our Code of Ethics by contacting us at the main phone number listed on the cover of this brochure. Personal Trading Practices Our firm or persons associated with our firm may buy or sell securities for you at the same time we or persons associated with our firm buy or sell such securities for our own account. We may also combine our orders to purchase securities with your orders to purchase securities ("block trading"). Please refer to the "Brokerage Practices" section in this brochure for information on our block trading practices. A conflict of interest exists in such cases because we have the ability to trade ahead of you and potentially receive more favorable prices than you will receive. To eliminate this conflict of interest, it is our policy that neither our Associated Persons nor we shall have priority over your account in the purchase or sale of securities. Regal’s compliance team shall review personal trading reports for associated persons and will otherwise take reasonable steps to monitor compliance with and enforce our Code of Ethics. All employees must certify annually that they have read and understood the Firm’s Code of Ethics and that they have complied with the required personal securities reporting. For more details surrounding our policies and procedures surrounding personal trading, please request a copy of our Code of Ethics. Other Conflicts of Interest Regal has entered into a securities-based lending program with National Financial Services, US Bank and Goldman Sachs Private Bank Select. This program provides access to non-purpose loans secured through a client's account assets. Regal does not directly receive compensation or otherwise directly benefit through this program but does indirectly receive a potential benefit through this arrangement because it allows clients to access capital without selling their investments, which would lower our revenue from fees. Additionally, participation in this program presents risk to the client. If the client's account assets decline in value, the client may have to post additional funds as collateral or sell investments which may have tax implications. Additional details regarding this program are available upon request. Item 12 Brokerage Practices Regal does not maintain custody of your assets on which we advise, although we may be deemed to have custody of your assets if you give us authority to withdraw assets from your account (see Item 15—Custody, below). Your assets must be maintained in an account at a “qualified custodian,” generally a broker-dealer. While you are free to choose any broker-dealer or other service provider, we primarily recommend that a client in need of brokerage and custodial services utilize Schwab Institutional, division of Charles Schwab & Co., Inc. ("Schwab"), member FINRA/SIPC; Fidelity Brokerage Services LLC ("Fidelity"), Member NYSE/SIPC. We will less frequently recommend Pershing LLC ("Pershing"), Betterment Securities (“Betterment”), Member NYSE/SIPC, or other alternative clearing and custody companies. As such, we may be unable to achieve the most favorable execution of your transactions, and you may pay higher brokerage commissions than you might otherwise pay through another broker-dealer that offers the same types of services. Not all advisers require their clients to direct brokerage. Page 23  Regal Investment Advisors Form ADV Part 2A Brochure How we select brokers/custodians Price is not the sole factor we consider in evaluating best execution. We also consider the quality of the brokerage services provided by recommended broker-dealers, including the value of research provided, the firm's reputation, execution capabilities, commission rates, and responsiveness to our clients and our firm. In recognition of the value of research services and additional brokerage products and services that recommended broker-dealers provide, you may pay higher commissions and/or trading costs than those which may be available elsewhere. Our relationships with broker-dealers may include benefits provided to our firm, including but not limited to, research, market information, and administrative services that help our firm manage your account(s). We believe that recommended broker- dealers provide quality execution services for our clients at competitive prices. Your brokerage and custody costs Broker-dealers are generally compensated by charging commissions or other fees on trades that they execute or that settle into your account. Broker-dealers will determine the amount of commissions and other charges to be paid for each transaction. Some broker-dealers may offer lower charges depending on the IAR's and client's discretion. Broker-dealers may also be compensated by earning interest on uninvested cash in your account(s). Research and Soft Dollar Arrangements We may consider the value of research and brokerage products or services provided by a broker-dealer when selecting where to execute client transactions. This practice, known as using "soft dollars," may create a conflict of interest, as the firm benefits from these services while transaction costs are client assets. Soft dollar arrangements may also incentivize higher trading volumes. We do not receive client referrals from broker-dealers in exchange for cash or other compensation, such as brokerage services or research. Our use of soft dollars complies with Section 28(e) of the Securities Exchange Act of 1934, which provides a "safe harbor" for investment managers using client commissions to obtain research that assists in investment decision-making. We determine in good faith that commissions paid are reasonable in relation to the value of brokerage and research services received. Research services may include market data, financial analyses, and investment recommendations. Brokerage services may involve technology and tools that facilitate trade execution. These services are used for overall investment decision-making and not solely for accounts generating soft dollars. In some cases, we may allocate costs between research/brokerage and administrative use, ensuring only the portion related to investment decisions is funded with soft dollars. Additionally, we may pay higher transaction fees for mutual fund trades through certain brokers to obtain research, which may not directly benefit the accounts incurring these costs. Soft dollar credits may be accumulated and used for specified expenses. While brokers providing research may receive more business, we do not exclude others from executing trades solely for lacking soft dollar arrangements. As part of our fiduciary duties to you, we endeavor at all times to put your interests first. You should be aware that the receipt of economic benefits by our firm is considered to create a conflict of interest. Other Uses and Products The firm may use some products or services not only as "research" and as brokerage (i.e., to assist in making investment decisions for clients or to perform functions incidental to transaction execution), but for our administrative and other purposes as well. In these instances, we make a reasonable allocation of the cost of the products and services so that only the portion of the cost attributable to making investment decisions and executing transactions is paid with commission dollars; we bear the cost of the balance. Our interest in making such an allocation differs from clients' interest, in that we have an incentive to designate as much as possible of the cost as research and brokerage in order to minimize the portion that the firm must pay directly. Mutual Fund Transactions Although shares of no-load mutual funds can be purchased and redeemed without payment of transactions fees, we may, consistent with our duty of best execution, determine to cause client accounts to pay transaction fees that may be higher than those obtainable from other broker-dealers when purchasing shares of certain no-load mutual funds through Fidelity or Schwab in order to obtain “research”. This research may not be used for the exclusive benefit of the clients who pay transaction fees in purchasing mutual fund shares. Page 24  Regal Investment Advisors Form ADV Part 2A Brochure Amount and Manner of Payment A broker-dealer through which the firm wishes to use soft dollars may establish "credits" arising out of brokerage business done in the past, which may be used to pay, or reimburse the firm for, specified expenses. In other cases, a broker-dealer may provide or pay for the service or product and suggest a level of future business that would fully compensate it. The actual level of transactional business the firm does with a particular broker-dealer during any period may be less than such a suggested level but may exceed that level and may generate unused soft dollar "credits." We do not exclude a broker-dealer from receiving business simply because the broker-dealer has not been identified as providing soft dollar research products and services, although we may not be willing to pay the same commission to said broker-dealer as we would have paid had the broker-dealer provided such products and services. Fidelity Program Regal Investment Advisors participates in the Client Commission Arrangement (the “Program”) offered by Fidelity Brokerage Services, LLC (“Fidelity”). Fidelity offers independent investment advisors services which include custody of securities, trade execution, clearance, and settlement of transactions. We receive some benefits from Fidelity through our participation in the Program. There is no direct link between our participation in the Program and the investment advice we give to you, although we receive economic benefits through participation in the program that are typically not available to Fidelity retail investors. These benefits include the following products and services (provided without cost or at a discount): receipt of duplicate client statements and confirmations; research-related products and tools; consulting services; access to a trading desk serving adviser participants; access to block trading (which provides the ability to aggregate securities transactions for execution and then allocate the appropriate shares to client accounts); the ability to have advisory fees deducted directly from client accounts; access to an electronic communications network for client order entry and account information; access to mutual funds with no transaction fees and to certain institutional money managers; and discounts on compliance, marketing, research, technology, and practice management products or services provided to Regal Investment Advisors by third-party vendors. Fidelity may also have paid for business consulting and professional services received by our related persons. Some of the products and services made available by Fidelity through the program may benefit us but may not benefit our accounts. These products or services may assist us in managing and administering client accounts, including accounts not maintained at Fidelity. Other services made available by Fidelity are intended to help Regal Investment Advisors manage and further develop its business enterprise. The benefits received by us or our personnel through participation in the Program does depend on the amount of brokerage transactions directed to Fidelity. As part of its fiduciary duties to you, we endeavor at all times to put your interests first. Clients should be aware, however, that the receipt of economic benefits by Regal Investment Advisors or its related persons in and of itself creates a potential conflict of interest and may indirectly influence the Firm's choice of Fidelity for custody and brokerage services. Schwab Advisor Services Schwab Institutional provides Regal Investment Advisors with access to its institutional trading and operations services, which are typically not available to Schwab retail investors. These services generally are available to independent investment advisers at no charge to them so long as a total of at least $10 million of the adviser's clients account assets are maintained at Schwab Institutional. Our access to Schwab’s services does not constitute a formal soft dollar agreement, but we do receive economic benefits as a result of our participation. Schwab Institutional services may include research, brokerage, custody, access to mutual funds and other investments that are otherwise available only to institutional investors or would require significantly higher minimum initial investments. Schwab Institutional also makes available to Regal Investment Advisors other products and services that benefit Regal Investment Advisors but may not benefit its clients' accounts. These include software and other technology that provide access to client account data (such as trade confirmations and account statements), facilitate trade execution, provide research, pricing information and other market data, facilitate payment of Regal Investment Advisors' fees from its clients' accounts, and assist with back-office support, recordkeeping and client reporting. The availability to Regal Investment Advisors of the foregoing products and services is not contingent upon Regal Investment Advisors committing to Schwab Institutional any specific amount of business (assets in custody or trading). Brokerage for Client Referrals We do not receive client referrals from broker-dealers in exchange for cash or other compensation, such as brokerage services or research. Regulus Financial Group, LLC Persons providing investment advice on behalf of our firm who are registered representatives of Regulus Financial Group, LLC ("Regulus"), will recommend Regulus to you for brokerage services. These individuals are subject to applicable rules that restrict them from conducting securities transactions away from Regulus unless Regulus provides the representative with written authorization to do so. Therefore, these individuals are generally limited to conducting securities transactions Page 25  Regal Investment Advisors Form ADV Part 2A Brochure through Regulus. It may be the case that Regulus charges higher transactions costs and/or custodial fees than another broker charges for the same types of services. If transactions are executed though Regulus, these individuals (in their separate capacities as registered representatives of Regulus) may earn commission-based compensation as result of placing the recommended securities transactions through Regulus. This practice presents a conflict of interest because these registered representatives have an incentive to effect securities transactions for the purpose of generating commissions rather than solely based on your needs. You may utilize the broker-dealer of your choice and have no obligation to purchase or sell securities through such broker as we recommend. However, if you do not use Regulus, we may not be able to accept your account. Please see the "Fees and Compensation" section in this brochure for more information on the compensation received by registered representatives who are affiliated with our firm. Prime Brokerage Arrangements In certain instances, we may determine that it would be in the client’s best interest to direct client trades to a specific dealer (i.e. we can buy a bond at a better price at another dealer “away” from the main custodian). When directing trades away from the custodian, we do not receive payouts on mark-ups for such trades in advisory accounts. This is done solely for the client’s benefit in an attempt to receive better pricing. A prime brokerage arrangement permits trades to be executed by another brokerage firm (“Executing Broker”) while the client’s brokerage firm (“Prime Broker”) provides custody and trade clearance and settlement services. The Prime Broker generally does not charge fees for maintaining custody of the client’s assets, but receives a fee, paid by the client, for each order we enter with an Executing Broker. The Executing Broker also receives a commission on each transaction. Prime brokerage arrangements benefit the client and our other clients because we obtain access to research generated by different executing firms and the Prime Broker. As another benefit to the client, prime brokerage arrangements allow clients to participate in block trades which may provide more favorable execution than when a client does not participate in a block trade. Wrap Accounts We will generally place trades for wrap account clients with Charles Schwab and Fidelity. Wrap account clients pay a bundled fee for brokerage services and do not pay a per trade charge. we may determine that it is in our client’s best interest to trade with the wrap program sponsor considering the cost to trade elsewhere. Most wrap program sponsor firms assess clients a “trade away” fee for trades not executed through them. We may choose to trade away if we are able and believe we can achieve best execution for a particular trade at another broker-dealer. Wrap-fee clients will pay additional trading costs or fees due to “trade away’ transactions. Betterment Securities Betterment Securities serves as broker dealer to Betterment for Advisors, an investment and advice platform serving independent investment advisory firms (“Betterment for Advisors”). Betterment Securities does not charge separately for custody/brokerage services but is compensated as part of the Betterment for Advisors platform fee charged as a percentage of assets that includes custody, brokerage, and sub-advisory services. Betterment Securities serves as broker- dealer to Betterment for Advisors, an investment and advice platform serving independent investment advisory firms. Assets managed by us using the Betterment for Advisors platform are subject to the trading policies and procedures established by Betterment. These policies and procedures limit our ability to control, among other things, the timing of the execution of certain trades (including in response to withdrawals, deposits, or asset allocation changes) within your account. You should not expect that trading on Betterment is instant, and, accordingly, you should be aware that Betterment does not permit you or us to control the specific time during a day that securities are bought or sold in your account (i.e., to “time the market”). Additional information about the Betterment trading practices are disclosed in the Betterment LLC Form ADV Part 2A and Wrap Fee Brochure. Block Trades We may combine multiple orders for shares of the same securities purchased for advisory accounts we manage that are invested in the same strategy (this practice is commonly referred to as "block trading"). We will then distribute a portion of the shares to participating accounts in a fair and equitable manner. The distribution of the shares purchased is typically proportionate to the size of the account, but it is not based on account performance or the amount or structure of management fees. Subject to our discretion regarding factual and market conditions, when we combine orders, each participating account pays an average price per share for all transactions and pays a proportionate share of all transaction costs. Accounts owned by our firm or persons associated with our firm may participate in block trading with your accounts; however, our trade aggregation and allocation policies and procedures are designed to put the client’s best interests ahead of our own. Page 26  Regal Investment Advisors Form ADV Part 2A Brochure Trade Errors In the event a trading error occurs in your account, our policy is to restore your account to the position it should have been in had the trading error not occurred. Depending on the circumstances, corrective actions may include canceling the trade, adjusting an allocation, and/or reimbursing the account. If a trade error results in a profit, the trade error will be corrected in the trade error account of the executing broker-dealer and you will not keep the profit. Item 13 Review of Accounts Regal monitors client account holdings on a continuous basis. IARs are responsible for providing investment advice and conducting ongoing reviews for client accounts. Clients are encouraged to meet with their IAR at least once per year to discuss any changes in personal or financial circumstances, suitability of the investments, risk tolerance and any new or revised account restrictions. Triggering factors for additional reviews may include, for example, a client request, significant changes to a client’s financial condition, risk tolerance or investment objectives, and/or changes in economic conditions, etc. We rely on information provided by clients and are not required to verify details obtained from clients or their other professionals. Unless specified otherwise, we assume no service restrictions beyond managing accounts in alignment with stated investment objectives. Clients must promptly inform us of any changes in their financial situation or investment goals to ensure appropriate adjustments to their portfolio and services. LionShare For LionShare Strategies, accounts are assigned to our investment advisory team to review the investment instructions provided by the IAR. The portfolio manager produces trade recommendations, then reviews and approves the initial investment of the account. Ongoing, accounts are continually reviewed by our investment advisory team for events that would require action. Examples of such events include deviation from the selected Strategy beyond a specified tolerance level; cash deposits or requested withdrawals; the replacement of one model with another, or re-weighting amongst models, within a Strategy by the IAR; requested tax loss harvesting; or a change in the specific composition of a model. Our portfolio managers review accounts based on account review guidelines established by our investment advisory team. In general, portfolio managers will review accounts for consistency with the investment instructions communicated to us by an IAR. Accounts are reviewed on both a pre- and anticipated post-trade basis and may be reviewed individually or with other accounts assigned to similar strategies and/or models. Portfolio Managers generally perform account reviews with a view to implementing the specified investing instructions. Financial Plans A financial plan is a snapshot in time and no ongoing reviews are conducted unless the client has engaged us for a review and/or updates to the financial plan. We recommend a plan review at least annually. Clients will receive statements of account activity directly from their account custodian(s) monthly if there is activity in the account and quarterly if there is no activity in the account. Regal does not provide additional written reports on a regular basis. Item 14 Client Referrals and Other Compensation As disclosed under the "Fees and Compensation" section in this Brochure, persons providing investment advice on behalf of our firm are licensed insurance agents, and are registered representatives with Regulus Financial Group, LLC, a securities broker-dealer, and a member of the Financial Industry Regulatory Authority and the Securities Investor Protection Corporation. For information on the conflicts of interest this presents, and how we address these conflicts, please refer to the "Fees and Compensation" section. We directly compensate non-employee (outside) consultants, individuals, and/or entities (“Promoters”) for client referrals. In order to receive a cash referral fee from our firm, Promoters must comply with the requirements of the jurisdictions in which they operate. If you were referred to our firm by a Promoter, you should have received a copy of this brochure along with the Promoter’s disclosure statement at the time of the referral. If you become a client, the Promoter that referred you to our firm will receive a percentage of the advisory fee you pay our firm for as long as you are a client with our firm, or until such time as our agreement with the Promoter expires or a one-time, flat referral fee upon your signing an advisory Page 27  Regal Investment Advisors Form ADV Part 2A Brochure agreement with our firm. You will not pay additional fees because of this referral arrangement. Referral fees paid to a Promoter are contingent upon your entering into an advisory agreement with our firm. Therefore, a Promoter has a financial incentive to recommend our firm to you for advisory services. This creates a conflict of interest; however, you are not obligated to retain our firm for advisory services. Comparable services and/or lower fees may be available through other firms. We may enter into contractual arrangements with one or more Associated Persons of our firm, under which these individuals may receive compensation from our firm for the establishment of new client relationships. Associated Persons who refer clients to our firm must comply with the requirements of the jurisdiction(s) where they operate. Incentive based compensation paid to any such employee will be contingent upon you, as client, entering into an advisory agreement with our firm. You will not be charged additional fees based on this compensation arrangement. However, such a contractual arrangement creates a conflict of interest as the Associated Person will have a financial incentive to recommend our firm to you for advisory services. You are not obligated to retain our firm for advisory services. Comparable services and/or lower fees may be available through other firms. Broker Dealer/Custodian Selection We receive an economic benefit from custodians we select in the form of support services and products made available to us. In addition, custodians may also agree to pay for certain products and services for which we would otherwise have to pay once the value of our clients’ assets in accounts at a specific custodian reaches a certain size. You do not pay more for assets maintained at your custodian as a result of these arrangements. However, we benefit because the cost of these services would have otherwise been borne directly by us. AssetMark We have entered into an agreement with Assetmark, Inc. ("Assetmark"), a third party asset manager (TPAM) we may recommend, whereby Assetmark provides our firm with a quarterly reimbursement for qualified marketing and/or business development expenses incurred by our firm. Examples of qualified expenses include organized group meetings, client communication materials, advertising, seminars and conference expenses, coaching/training/business development programs, and meetings with prospective investors. The amount of reimbursement is based on the amount of assets placed with Assetmark. Therefore, this arrangement creates a conflict of interest in that we have a financial incentive to recommend Assetmark to our clients over other TPAMs. Notwithstanding our agreement with Assetmark, to mitigate this conflict we will recommend Assetmark to clients only to the extent that our recommendation is in the client's best interest given the client's financial needs, investment goals, risk tolerance, and investment objectives. Betterment for Advisors We receive a non-economic benefit from Betterment for Advisors and Betterment Securities in the form of the support products and services it makes available to us and other independent investment advisors whose clients maintain their accounts at Betterment Securities. These products and services, and how they benefit us are described above (see Item 12 – Betterment Securities). The availability to us of Betterment for Advisors’ and Betterment Securities’ products and services is not based on us giving particular investment advice, such as buying particular securities for our clients. FinLife Partners Service Offering In an effort to enhance the quality and breadth of services that Regal provides to its Clients, Regal utilizes a suite of digitally powered technology solutions offered by FinLife Partners®, a division of United Capital Financial Advisers, LLC (“FinLife Partners”). FinLife Partners provide access to its technology platform to Regal that includes the use of certain digital tools and systems, training relating to use of such technology platform, and if elected by Regal, certain clerical documents and data compilation services. FinLife Partners is not in any way involved in, or responsible for, the individual investment management or guidance provided to Regal’s clients. Regal pays FinLife Partners a flat fee (“CX Use fee”) for its technology implementation services as well as fees calculated per a percentage-basis formula in accordance with the volume of clients for whom Regal utilizes such services and/or products. As such, for certain services offered, Clients indirectly contribute to the payment of cost of services paid to FinLife Partners. Relating to the cost for services, Regal is financially incentivized to refer clients to FinLife Partners, creating a conflict of interest. Additionally, upon the date of the quarterly invoice for the CX Use Fee, FinLife Partners will determine the aggregate of Regal’s assets invested in Goldman Sachs Asset Management managed mutual funds ("GSAM Mutual Funds"). If Regal invests $15 million or more in GSAM Mutual Funds, Regal will receive a quarterly credit equal to $6,250 for every $15,000,000 of assets invested in GSAM Mutual Funds on the date of the applicable invoice. The total credit may not exceed the total quarterly invoiced amount for the CX Use Fee as specified on the fee schedule. FinLife Partners will measure eligibility for and apply the credit, if any, on a quarterly basis against the annual fees due and owing. FinLife Partners reserves the right to terminate the credit program at any time. Page 28  Regal Investment Advisors Form ADV Part 2A Brochure Revenue Sharing Arrangements Pursuant to an agreement in place with North Star Investment Management Corporation, Regal's affiliated broker-dealer, Regulus Financial Group, LLC receives an annual fee of 0.45% of assets invested in certain North Star funds by investors referred by Regal. This presents a conflict of interest as Regal has an incentive to encourage representatives, or clients through financial planning services, to invest in the following mutual funds managed by North Star (as of March 26th, 2024): • NSDVX - North Star Dividend Fund • NSMVX - North Star Micro-Cap Fund • NSOIX - North Star Opportunity Fund • NSBDX – North Star Bond Fund Less expensive or better performing mutual funds with the same or similar fund objective may be available. As a fiduciary, we have a duty to put the needs of clients above our own and will only recommend an investment if the investment would serve the needs of our client. Item 15 Custody In arrangements where we are permitted and authorized to do so, we will directly debit your account(s) for the payment of our advisory fees. This ability to deduct our advisory fees from your accounts causes our firm to exercise limited custody over your funds or securities. We do not have physical custody of any of your funds and/or securities. Your funds and securities will be held with a bank, broker-dealer, or other independent, qualified custodian. You will receive account statements from the independent, qualified custodian(s) holding your funds and securities at least quarterly. The account statements from your custodian(s) will indicate the amount of our advisory fees deducted from your account(s) each billing period. You should carefully review your account statements for accuracy. We will also provide statements to you reflecting the amount of advisory fee deducted from your account. You should compare our statements with the statements from your account custodian(s) to reconcile the information reflected on each statement. If you have a question regarding your account statement or if you did not receive a statement from your custodian, please contact us at the phone number listed on the cover of this brochure. Wire Transfer Authority Our firm or persons associated with our firm may affect third-party wire transfers for client accounts without the client’s written consent per transaction for client accounts. Such persons have access to the client's assets, and therefore has custody of the client’s assets in any related accounts. Pursuant to Rule 206(4)-2 (the "Custody Rule"), we have taken steps to have controls and oversight in place to support the no-action letter issued by the SEC on February 21, 2017 (the "SEC no- action letter"). With respect to third-party standing letters of authorization ("SLOA") where a client may grant us the authority to direct custodians to disburse funds to one or more third-party accounts, we are deemed to have limited custody. However, we are not required to comply with the surprise examination requirement of the Custody Rule if we are otherwise in compliance with the seven representations noted in the February 21, 2017 no-action letter. Where the Adviser acts pursuant to a SLOA, we believe we are making a good faith effort to comply with the representations noted in the SEC's no- action letter. Additionally, since many of those representations involve the qualified custodian’s operations, we will collaborate closely with the custodians to ensure that these representations are accurate. Item 16 Investment Discretion Before we can buy or sell securities on your behalf, you must first sign our discretionary management agreement, a power of attorney, and/or trading authorization forms. You may grant our firm discretion over the selection and amount of securities to be purchased or sold for your account without obtaining your consent or approval prior to each transaction. You may specify investment objectives, guidelines, and impose certain conditions or investment parameters for your account. For example, you may specify that the investment in any particular stock or industry should not exceed specified percentages of the value of the portfolio and/or restrictions or prohibitions of transactions in the securities of a specific industry or security. Please refer to the "Advisory Business" section in this Brochure for more information on our discretionary management services. If you enter into non-discretionary arrangements with our firm, we will obtain your approval prior to the execution of any transactions for your account. Page 29  Regal Investment Advisors Form ADV Part 2A Brochure Item 17 Voting Client Securities Proxy Voting for Client Accounts We accept proxy voting for a limited number of client accounts. Proxy voting is only accepted for a client account in those instances where a client has completed a Regal Investment Advisors Proxy Voting Authorization Form and we have accepted and executed that form. Absent contrary instructions from a client, it is our policy to vote client proxies in accordance with management. In instances where management has not provided direction, we will abstain from voting such proxies. As referenced above, we only accept proxy voting authority for a limited number of client accounts. For most client accounts, we do not accept proxy voting authority. For the majority of client accounts for which we do not exercise proxy voting authority, clients will receive proxy materials directly from the custodian for their account. Clients who have retained proxy voting authority may contact us using the contact information provided on the cover page of this Brochure. Conflicts of Interest Through the consistent application of the policy of voting, we seek to avoid conflicts of interest. In any instances where we may vote a proxy contrary to such policies, we have procedures in place to ensure that any conflicts of interest are addressed. Requests for Proxy Voting and Policy Information For any client for whom we exercise proxy voting authority, the client may obtain information on how we voted proxies for the securities held in his/her account by contacting us at the contact information provided on the cover page of this Brochure. In addition, clients may obtain a copy of our proxy voting policies and procedures upon request by utilizing the same contact information. Class Action Lawsuits We do not determine if securities held by you are the subject of a class action lawsuit. Moreover, we do not determine whether you are eligible to participate in class action settlements or litigation nor do we initiate or participate in litigation to recover damages on your behalf. Item 18 Financial Information This item is not applicable to this Brochure. Under no circumstances do we require or solicit payment of fees in excess of $1,200 per client more than six months in advance of services rendered. Therefore, we are not required to include a financial statement. Regal does not have any financial condition that is reasonably likely to impair our ability to meet contractual commitments to clients. Regal has not been the subject of a bankruptcy petition. Additional Information Your Privacy We view protecting your private information as a top priority. Pursuant to applicable privacy requirements, we have instituted policies and procedures to ensure that we keep your personal information private and secure. We do not disclose any non-public personal information about you to any non-affiliated third parties, except as permitted by law. In the course of servicing your account, we may share some information with our service providers, such as transfer agents, custodians, broker-dealers, accountants, consultants, and attorneys. We restrict internal access to non-public personal information about you to employees, who need that information in order to provide products or services to you. We maintain physical and procedural safeguards that comply with regulatory standards to protect your non-public personal information and to ensure our integrity and confidentiality. We will not sell information about you or your accounts to anyone. We do not share your information unless it is required to process a transaction, at your request, or required by law. You will receive a copy of our privacy notice prior to or at the time you sign an advisory agreement with our firm. Thereafter, we will deliver a copy of the current privacy policy notice to you on an annual basis. Please contact us at the phone number listed on the cover of this brochure, if you have any questions regarding this policy. Page 30