SEACREST WEALTH MANAGEMENT, LLC

SeaCrest Wealth Management, LLC Form ADV Part 2A – Disclosure Brochure Effective: October 23, 2025 This Form ADV 2A (“Disclosure Brochure”) provides information about the qualifications and business practices of SeaCrest Wealth Management, LLC (“SWM” or the “Advisor”). If you have any questions about the contents of this Disclosure Brochure, please contact Ronald R. Lenihan at (914) 502-1900. SWM is a registered investment advisor with the U.S. Securities and Exchange Commission ("SEC”). The information in this Disclosure Brochure has not been approved or verified by the SEC or by any state securities authority. Registration of an investment advisor does not imply any specific level of skill or training. This Disclosure Brochure provides information about SWM to assist you in determining whether to retain the Advisor. Additional information about SWM and its Advisory Persons is available on the SEC’s website at www.adviserinfo.sec.gov by searching with the Advisor’s firm name or CRD# 147092. SeaCrest Wealth Management, LLC 3000 Westchester Avenue, Suite 206, Purchase, NY 10577 Phone: (914) 502-1900 * Fax: (914) 251-1312 www.seacrestwm.com  Item 2 – Material Changes Form ADV 2 is divided into two parts: Part 2A (the "Disclosure Brochure") and Part 2B (the "Brochure Supplement"). The Disclosure Brochure provides information about a variety of topics relating to an Advisor’s business practices and conflicts of interest. The Brochure Supplement provides information about Advisory Persons of SWM. The Brochure Supplement is provided separately. SWM believes that communication and transparency are the foundation of its relationship with clients and continually strive to provide you with complete and accurate information at all times. SWM encourages all current and prospective clients to read this Disclosure Brochure and discuss any questions you may have with the Advisor. Material Changes The following material changes have been made to this Disclosure Brochure since the last annual amendment filing on February 7, 2025: • The Advisor now offers divorce mediation services. Please see Item 4 for additional information. • The Advisor may recommend corporate trust services through an unaffiliated third party. Please see Item 4 for additional information. Future Changes From time to time, the Advisor may amend this Disclosure Brochure to reflect changes in business practices, changes in regulations or routine annual updates as required by the securities regulators. This complete Disclosure Brochure or a Summary of Material Changes shall be provided to you annually and if a material change occurs in the business practices of SWM. At any time, you may view the current Disclosure Brochure on-line at the SEC’s Investment Adviser Public Disclosure website at www.adviserinfo.sec.gov by searching with the Advisor’s firm name or CRD# 147092. You may also request a copy of this Disclosure Brochure at any time by contacting Ronald R. Lenihan at (914) 502- 1900. SeaCrest Wealth Management, LLC 3000 Westchester Avenue, Suite 206, Purchase, NY 10577 Phone: (914) 502-1900 * Fax: (914) 251-1312 www.seacrestwm.com Page 2  Item 3 – Table of Contents Item 1 – Cover Page ............................................................................................................................................... 1 Item 2 – Material Changes ..................................................................................................................................... 2 Item 3 – Table of Contents .................................................................................................................................... 3 Item 4 – Advisory Services .................................................................................................................................... 4 A. Firm Information ...................................................................................................................................... 4 B. Advisory Services Offered ...................................................................................................................... 4 C. Client Account Management .................................................................................................................. 6 D. Wrap Fee Programs ............................................................................................................................... 6 E. Assets Under Management .................................................................................................................... 6 Item 5 – Fees and Compensation ......................................................................................................................... 7 A. Fees for Advisory Services ..................................................................................................................... 7 B. Fee Billing ............................................................................................................................................... 7 C. Other Fees and Expenses ...................................................................................................................... 8 D. Advance Payment of Fees and Termination .......................................................................................... 8 E. Compensation for Sales of Securities ..................................................................................................... 9 Item 6 – Performance-Based Fees and Side-By-Side Management .................................................................. 9 Item 7 – Types of Clients ..................................................................................................................................... 10 Item 8 – Methods of Analysis, Investment Strategies and Risk of Loss ......................................................... 10 A. Methods of Analysis .............................................................................................................................. 10 B. Risk of Loss .......................................................................................................................................... 10 Item 9 – Disciplinary Information ........................................................................................................................ 12 Item 10 – Other Financial Industry Activities and Affiliations ......................................................................... 13 Item 11 – Code of Ethics, Participation or Interest in Client Transactions and Personal Trading ............... 13 A. Code of Ethics ...................................................................................................................................... 13 B. Personal Trading with Material Interest ................................................................................................ 14 C. Personal Trading in Same Securities as Clients .................................................................................. 14 D. Personal Trading at Same Time as Client ............................................................................................ 14 Item 12 – Brokerage Practices ............................................................................................................................ 14 A. Recommendation of Custodian[s] ......................................................................................................... 14 B. Aggregating and Allocating Trades ....................................................................................................... 15 Item 13 – Review of Accounts ............................................................................................................................. 15 A. Frequency of Reviews .......................................................................................................................... 15 B. Causes for Reviews .............................................................................................................................. 15 C. Review Reports .................................................................................................................................... 16 Item 14 – Client Referrals and Other Compensation ........................................................................................ 16 A. Compensation Received by SWM ........................................................................................................ 16 B. Compensation for Client Referrals ........................................................................................................ 17 Item 15 – Custody ................................................................................................................................................ 17 Item 16 – Investment Discretion ......................................................................................................................... 17 Item 17 – Voting Client Securities ...................................................................................................................... 18 Item 18 – Financial Information .......................................................................................................................... 18 Privacy Policy ....................................................................................................................................................... 18 SeaCrest Wealth Management, LLC 3000 Westchester Avenue, Suite 206, Purchase, NY 10577 Phone: (914) 502-1900 * Fax: (914) 251-1312 www.seacrestwm.com Page 3  Item 4 – Advisory Services A. Firm Information SeaCrest Wealth Management, LLC (“SWM” or the “Advisor”) is a registered investment advisor with the U.S. Securities and Exchange Commission (“SEC”). SWM is organized as a Limited Liability Company (“LLC”) under the laws of Delaware. SWM was established in May 2008 and is a wholly-owned subsidiary of SeaCrest Management, LLC. Edward Sullivan (President and Managing Partner), Rajesh Gupta (Partner Emeritus) and Ronald Lenihan (Managing Partner and Chief Compliance Officer). SWM provides comprehensive wealth management services through its advisors in offices across the United States, including financial planning, consulting, retirement planning and investment management. This Disclosure Brochure provides information regarding the qualifications, business practices, and the advisory services provided by SWM. B. Advisory Services Offered SWM offers investment advisory services to individuals, high net worth individuals, trusts, estates, retirement plans, charitable organizations, and businesses (each referred to as a “Client”). The Advisor serves as a fiduciary to Clients, as defined under the applicable laws and regulations. As a fiduciary, the Advisor upholds a duty of loyalty, fairness and good faith towards each Client and seeks to mitigate potential conflicts of interest. SWM’s fiduciary commitment is further described in the Advisor’s Code of Ethics. For more information regarding the Code of Ethics, please see Item 11 – Code of Ethics, Participation or Interest in Client Transactions and Personal Trading. Investment Management Services SWM provides customized investment advisory solutions for its Clients. This is achieved through continuous personal Client contact and interaction while providing discretionary and non-discretionary investment management and related advisory services. SWM works with each Client to identify their investment goals and objectives as well as risk tolerance and financial situation in order to create a portfolio strategy. SWM will then construct a portfolio or investment plan, consisting of mutual funds, exchange-traded funds (“ETFs”), and independent money managers (see below) to achieve the Client’s investment goals. The Advisor may also utilize individual stocks, bonds, options, alternative investments and other investments in order to meet the needs of its Clients. The Advisor may retain other types of investments from the Client’s legacy portfolio due to fit with the overall portfolio strategy, tax-related reasons, or other reasons as identified between the Advisor and the Client. For certain Clients, SWM may also render non-discretionary investment management services related to variable life/annuity products, individual employer-sponsored retirement plans, 529 college plans and/or other products that may not be held by the Client’s primary Custodian. In so doing, SWM either directs or recommends the allocation of Client assets among the various investment options that are available to the Client. Client assets are maintained at the designated insurance company or custodian. SWM’s investment approach is primarily long-term focused, but the Advisor may buy, sell or re-allocate positions that have been held less than one year to meet the objectives of the Client or due to market conditions. SWM will construct, implement and monitor the portfolio to ensure it meets the goals, objectives, circumstances, and risk tolerance agreed to by the Client. Each Client will have the opportunity to place reasonable restrictions on the types of investments to be held in their respective portfolio, subject to acceptance by the Advisor. SWM evaluates and selects investments for inclusion in Client portfolios only after applying its internal due diligence process. SWM may recommend, on occasion, redistributing investment allocations to diversify the portfolio. SWM may recommend selling positions for reasons that include, but are not limited to, harvesting capital gains or losses, business or sector risk, change in risk tolerance of the Client, generating cash to meet Client needs, or any risk deemed unacceptable for the Client’s risk tolerance. All Client assets will be managed within the designated account[s] at the Custodian, pursuant to the terms of the agreement, please see Item 12 – Brokerage Practices. The Advisor may introduce certain Clients to a Pledged Asset Line®, a non-purpose revolving line of credit made available through Charles Schwab Bank, secured by eligible assets held in an account maintained at the SeaCrest Wealth Management, LLC 3000 Westchester Avenue, Suite 206, Purchase, NY 10577 Phone: (914) 502-1900 * Fax: (914) 251-1312 www.seacrestwm.com Page 4  Custodian (“Lending Program”). In such instances, the Client’s assets in their account[s] at the Custodian will be utilized as collateral for a non-purpose revolving line of credit. The recommendation of a Lending Program presents a conflict of interest as the Advisor will continue to receive investment advisory fees for managing the collateralized assets in the Client’s account[s]. Clients are not obligated to engage the Advisor for the Lending Program. For additional information related to the risks involved with non-purpose loans and lines of credit, please see Item 8 - Methods of Analysis, Investment Strategies and Risk of Loss. Third-Party Trust Services – In certain cases, the Advisor may recommend that Clients obtain corporate trust services through Charles Schwab Trust Company. This engagement may involve trustee, co-trustee, or successor trustee services for the purposes of trust administration. The recommendation of corporate trust services presents a conflict of interest as the Advisor will continue to receive investment advisory fees for managing the assets in the Client’s trust[s]. These services are rendered pursuant to a separate agreement and involve fees that are separate from the fees charged by SWM. Clients are encouraged to review the agreement from Charles Schwab Trust Company to fully understand the services and applicable fees. Retirement Accounts – When the Advisor provides investment advice to Clients regarding ERISA retirement accounts or individual retirement accounts (“IRAs”), the Advisor is a fiduciary within the meaning of Title I of the Employee Retirement Income Security Act (“ERISA”) and/or the Internal Revenue Code (“IRC”), as applicable, which are laws governing retirement accounts. When deemed to be in the Client’s best interest, the Advisor will provide investment advice to a Client regarding a distribution from an ERISA retirement account or to roll over the assets to an IRA, or recommend a similar transaction including rollovers from one ERISA sponsored Plan to another, one IRA to another IRA, or from one type of account to another account (e.g. commission-based account to fee-based account). Such a recommendation creates a conflict of interest if the Advisor will earn a new (or increase its current) advisory fee as a result of the transaction. No client is under any obligation to roll over a retirement account to an account managed by the Advisor. Use of Independent Managers - SWM may recommend that a Client utilize one or more unaffiliated investment managers or investment platforms (collectively “Independent Managers”) for all or a portion of a Client’s investment portfolio. In such instances, the Client may be required to enter into an advisory agreement with the Independent Manager[s] that defines the terms in which the Independent Manager[s] will provide investment management and related services. The Advisor may also assist in the development of the initial policy recommendations and managing the ongoing Client relationship. The Advisor will perform initial and ongoing oversight and due diligence over the selected Independent Manager[s] to ensure the Independent Managers’ strategies and target allocations remain aligned with its clients’ investment objectives and overall best interests. The Client, prior to entering into an agreement with unaffiliated investment manager[s] or investment platform[s], will be provided with the Independent Manager's Form ADV 2A (or a brochure that makes the appropriate disclosures). Financial Planning and Consulting Services SWM will typically provide a variety of financial planning services to individuals and families, pursuant to a written financial planning or consulting agreement. Services are offered in several areas of a Client’s financial situation, depending on their goals and objectives. Generally, such financial planning services will involve preparing a financial plan or rendering a financial consultation based on the Client’s financial goals and objectives. This planning or consulting may encompass one or more areas of need, including, but not limited to investment planning, retirement planning, personal savings, education savings, insurance needs, and other areas of a Client’s financial situation. A financial plan developed for or financial consultation rendered to the Client will usually include general recommendations for a course of activity or specific actions to be taken by the Client. For example, recommendations may be made that the Client start or revise their investment programs, commence or alter retirement savings, establish education savings and/or charitable giving programs. SWM may also refer Clients to an accountant, attorney or another specialist, as appropriate for their unique situation. Plans or consultations are typically completed within six months of contract date, assuming all information and documents requested are provided promptly. SeaCrest Wealth Management, LLC 3000 Westchester Avenue, Suite 206, Purchase, NY 10577 Phone: (914) 502-1900 * Fax: (914) 251-1312 www.seacrestwm.com Page 5  Financial planning and consulting recommendations pose a potential conflict between the interests of the Advisor and the interests of the Client. For example, the Advisor has an incentive to recommend that Clients engage the Advisor for investment management services or to increase the level of investment assets with the Advisor, as it would increase the amount of advisory fees paid to the Advisor. Clients are not obligated to implement any recommendations made by the Advisor or maintain an ongoing relationship with the Advisor. If the Client elects to act on any of the recommendations made by the Advisor, the Client is under no obligation to implement the transaction[s] through the Advisor. Divorce Mediation – As part of its financial planning services, the Advisor also offers divorce mediation services These services may include, but are not limited to, analysis of net disposable income and personal living expense for use in determining support, preparation of a schedule of assets, liabilities, and net worth for use during property settlement negotiations, tax planning assistance regarding the payment of alimony, child support, and property distributions, and analysis of proposed marital settlement. While these services will be rendered by a Certified Divorce Financial Analyst®, this service does not constitute legal advice. Retirement Plan Advisory Services SWM provides retirement plan advisory services on behalf of the retirement plans (each a “Plan”) and the company (the “Plan Sponsor”). The Advisor may provide retirement plan advisory services on behalf of the Plan and Plan Sponsor, which may be in either a 3(21) (non-discretionary consulting) or 3(38) (discretionary management) basis. For 3(38) services, the Advisor shall have the discretion to select the investments for the Plan and/or make investment decisions on behalf of Plan Participants. The Advisor’s retirement plan advisory services are designed to assist the Plan Sponsor in meeting its fiduciary obligations to the Plan. Each engagement is customized to the needs of the Plan and Plan Sponsor. Retirement plan advisory services are provided by SWM serving in the capacity as a fiduciary under the Employee Retirement Income Security Act of 1974, as amended (“ERISA”). In accordance with ERISA Section 408(b)(2), the Plan Sponsor is provided with a written description of SWM’s fiduciary status, the specific services to be rendered and all direct and indirect compensation the Advisor reasonably expects under the engagement. C. Client Account Management Prior to engaging SWM to provide investment advisory services, each Client is required to enter into one or more agreements with the Advisor that define the terms, conditions, authority and responsibilities of the Advisor and the Client. These services may include: • Establishing an Investment Policy Strategy – SWM, in connection with the Client, will develop a strategy that seeks to achieve the Client’s goals and objectives. • Asset Allocation – SWM will develop a strategic asset allocation that is targeted to meet the investment objectives, time horizon, financial situation and tolerance for risk for each Client. • Portfolio Construction – SWM will develop a portfolio for the Client that is intended to meet the stated goals and objectives of the Client. • Investment Management and Supervision – SWM will provide investment management and ongoing oversight of the Client’s investment portfolio. D. Wrap Fee Programs SWM does not manage or place Client assets into a wrap fee program. Investment management services are provided directly by SWM. E. Assets Under Management As of December 31, 2024, SWM manages $1,561,182,425 in Client assets, $1,464,000,490 of which are managed on a discretionary basis and $97,181,935 on a non-discretionary basis. Clients may request more current information at any time by contacting the Advisor. SeaCrest Wealth Management, LLC 3000 Westchester Avenue, Suite 206, Purchase, NY 10577 Phone: (914) 502-1900 * Fax: (914) 251-1312 www.seacrestwm.com Page 6  Item 5 – Fees and Compensation The following paragraphs detail the fee structure and compensation methodology for services provided by the Advisor. Each Client engaging the Advisor for services described herein shall be required to enter into one or more written agreements with the Advisor. A. Fees for Advisory Services Investment Management Services Investment management fees are paid quarterly, in advance of each calendar quarter, pursuant to the terms of the Investment Management Agreement (“IMA”). Investment management fees are based on the market value of assets under management at the end of the preceding calendar quarter. Investment management fees will vary up to 2.00% annually, depending on the size and complexity of the Client relationship as well as on the Advisory Person rendering the services. Relationships with multiple objectives, specific reporting requirements, portfolio restrictions and other complexities may be charged a higher fee. The investment management fee in the first quarter of service is prorated to the inception date of the account[s] to the end of the first quarter. Fees are negotiable at the sole discretion of the Advisor. The Client’s fees will take into consideration the aggregate assets under management with the Advisor. All securities held in accounts managed by SWM will be independently valued by the Custodian. SWM will conduct periodic reviews of the Custodian’s valuations. If assets of $10,000 or more are deposited into or withdrawn from an account after the inception of a quarter, the fee payable with respect to such assets will be adjusted or prorated based on the number of days remaining in the quarter. Clients may make additions to and withdrawals from their account at any time, subject to SWM’s right to terminate an account. Clients may withdraw account assets on notice to SWM, subject to the usual and customary securities settlement procedures. However, SWM designs its portfolios as long-term investments and the withdrawal of assets may impair the achievement of a Client’s investment objectives. The Advisor’s fee is exclusive of, and in addition to any applicable securities transaction and custody fees, and other related costs and expenses described in Item 5.C below, which may be incurred by the Client. However, the Advisor shall not receive any portion of these commissions, fees, and costs. Use of Independent Managers As noted in Item 4, the Advisor may implement all or a portion of a Client’s investment portfolio utilizing one or more Independent Managers. To eliminate any conflict of interest, the Advisor does not earn any compensation from an Independent Manager. The Advisor will only earn its investment advisory fee as described above. Client fees may be separately billed or deducted from the Client’s account[s] by the Independent Manager. The total blended fee, including the Advisor’s fee and the Independent Manager’s fee, will not exceed 3.00% annually. Financial Planning and Consulting Services SWM offers financial planning or consulting services on an hourly or fixed fee basis, which may be negotiable depending on the nature and complexity of each Client’s circumstances. An estimate for total hours and/or costs will be determined prior to establishing the advisory relationship. Fees may be waived if the Client engages the Advisor for investment management services. Retirement Plan Advisory Services Fees for retirement plan advisory services are charged an annual asset-based fee of up to 1.00%, billed quarterly in arrears, pursuant to the terms of the retirement plan advisory agreement. Retirement plan fees are based on the market value of assets under management at the end of the quarter. Fees may be negotiable depending on the size and complexity of the Plan. B. Fee Billing SeaCrest Wealth Management, LLC 3000 Westchester Avenue, Suite 206, Purchase, NY 10577 Phone: (914) 502-1900 * Fax: (914) 251-1312 www.seacrestwm.com Page 7  Investment Management Services Investment management fees will be calculated by the Advisor and deducted from the Client’s Account[s] at the Custodian. The Advisor shall send an invoice to the Custodian indicating the amount of the fees to be deducted from the Client’s account[s] at the beginning of the calendar quarter. The amount due is calculated by applying the quarterly effective rate (annual rate divided by 365 multiplied by the number of days in the billing period) to the total assets under management with SWM at the end of the prior calendar quarter. Clients will be provided with a statement, at least quarterly, from the Custodian reflecting deduction of the investment management fee. Clients provide written authorization permitting advisory fees to be deducted by SWM directly from their accounts held by the Custodian as part of the Investment Management Agreement and separate account forms provided by the Custodian. Use of Independent Managers For Client accounts implemented through an Independent Manager, the Client’s overall fees may include SWM’s investment advisory fee (as noted above) plus investment management fees and/or platform fees charged by the Independent Manager[s], as applicable. In certain instances, the Independent Manager or the Advisor may assume responsibility for calculating the Client’s fees and deduct all fees from the Client’s account[s]. Financial Planning and Consulting Services Financial planning and consulting fees are invoiced up to 50% upon execution of the financial planning and consulting agreement, with the remaining balance due upon receipt of the agreed upon deliverable[s]. In certain instances, financial planning fees are invoiced at completion of the agreed upon deliverable[s]. Retirement Plan Advisory Services Fees may be directly invoiced to the Plan Sponsor or deducted from the assets of the Plan, depending on the terms of the retirement plan advisory agreement. C. Other Fees and Expenses Clients may incur certain fees or charges imposed by third parties, other than SWM, in connection with investments made on behalf of the Client’s account[s]. The Client is typically responsible for all custody and securities execution fees charged by the Custodian, as applicable. Certain Custodians recommended by the Advisor do not charge securities transaction fees for ETF and equity trades in a Client's account, provided that the account meets the terms and conditions of the Custodians’ brokerage requirements. However, the Custodians typically charges for mutual funds and other types of investments. The investment management fee charged by SWM is separate and distinct from these custody and execution fees. In addition, the Client shall be responsible for non-routine custody and transaction costs, including, but not limited to, Client-directed trades, trading away from the Custodian, and liquidations associated with the initial portfolio implementation. The Client shall also be responsible for small account fees, wire fees, and check fees charged by the Custodian[s]. In addition, all fees paid to SWM for investment management services are separate and distinct from the expenses charged by mutual funds and ETFs to their shareholders, if applicable. These fees and expenses are described in each fund’s prospectus. These fees and expenses will generally be used to pay management fees for the funds, other fund expenses, account administration (e.g., custody, brokerage and account reporting), and a possible distribution fee. A Client may be able to invest in these products directly, without the services of SWM, but would not receive the services provided by SWM which are designed, among other things, to assist the Client in determining which products or services are most appropriate to each Client’s financial situation and objectives. Accordingly, the Client should review both the fees charged by the fund[s] and the fees charged by SWM to fully understand the total fees to be paid. D. Advance Payment of Fees and Termination Investment Management Services SWM is compensated for its services in advance of the quarter in which investment management services are rendered. Either party may terminate their Investment Management Agreement, at any time, by providing advance written notice to the other party. The Client shall be responsible for investment management fees up to and SeaCrest Wealth Management, LLC 3000 Westchester Avenue, Suite 206, Purchase, NY 10577 Phone: (914) 502-1900 * Fax: (914) 251-1312 www.seacrestwm.com Page 8  including the effective date of termination. Upon termination, the Advisor will refund any unearned, prepaid investment management fees from the effective date of termination to the end of the quarter. The Client’s Investment Management Agreement with the Advisor is non-transferable without the Client’s prior consent. Use of Independent Managers In the event that the Advisor has determined that an Independent Manager is no longer in the Client’s best interest or a Client should wish to terminate their relationship with the Independent Manager, the terms for the termination will be set forth in the respective agreements between the Client or the Advisor and the Independent Manager. SWM will assist the Client with the termination and transition as appropriate. Financial Planning and Consulting Services SWM may be partially compensated in advance for its financial planning and consulting services. Either party may terminate a planning or consulting agreement, at any time, by providing written notice to the other party. In addition, the Client may also terminate the agreement within five (5) business days of signing the Advisor’s financial planning or consulting agreement at no cost to the Client. After the five-day period, the Client will incur charges for bona fide advisory services rendered to the point of termination and such fees will be due and payable by the Client. Upon termination, the Advisor will refund any unearned, prepaid fees. The Client’s agreement with the Advisor is non- transferable without the Client’s prior consent. Retirement Plan Advisory Services SWM is compensated for its services at the end of the quarter in which retirement plan advisory services are rendered. Either party may terminate the retirement plan advisory agreement, at any time, by providing advance written notice to the other party. Upon termination, the Client shall be responsible for retirement plan advisory fees up to and including the effective date of termination. The Client’s retirement plan advisory agreement with the Advisor is non-transferable without the Client’s prior consent. E. Compensation for Sales of Securities SWM does not buy or sell securities to earn commissions and does not receive any compensation for securities transactions in any Client account, other than the investment management fees noted above. However, certain advisory persons may earn additional compensation as described below. Broker-Dealer Affiliation Certain Advisory Persons are also registered representatives of Purshe Kaplan Sterling Investments, Inc. (“PKS”). PKS is a registered broker-dealer (CRD No. 35747), member FINRA, SIPC. In one’s separate capacity as a registered representative of PKS, an Advisory Person may implement securities transactions under PKS and not through SWM. In such instances, an Advisory Person 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 an Advisory Person in one’s capacity as a registered representative is separate and in addition to SWM’s advisory fees. This practice presents a conflict of interest because Advisory Persons who are registered representatives have an incentive to effect securities transactions for the purpose of generating commissions rather than solely based on the Client. Clients are not obligated to implement any recommendation provided by Advisory Persons. Neither the Advisor nor Advisory Persons will earn ongoing investment advisory fees in connection with any products or services implemented in the Advisory Person’s separate capacity as a registered representative. Please see Item 10 – Other Financial Industry Activities and Affiliations Insurance Agency Affiliation Certain Advisory Persons may also be licensed as independent insurance professionals. Implementations of insurance recommendations are separate and apart from one’s role with SWM. Insurance commissions earned by these persons are separate and in addition to SWM’s advisory fees. This practice presents a conflict of interest because these Advisory Persons may have an incentive to recommend insurance products to the Client for the purpose of generating commissions rather than solely based on the Client’s needs. However, the Client is under no obligation, contractually or otherwise, to purchase insurance products through any person affiliated with the Advisor. Please see Item 10 – Other Financial Industry Activities and Affiliations. Item 6 – Performance-Based Fees and Side-By-Side Management SeaCrest Wealth Management, LLC 3000 Westchester Avenue, Suite 206, Purchase, NY 10577 Phone: (914) 502-1900 * Fax: (914) 251-1312 www.seacrestwm.com Page 9  SWM does not charge performance-based fees for its investment management services. The fees charged by SWM are as described in Item 5 – above and are not based upon the capital appreciation of the funds or securities held by any Client. SWM does not manage any proprietary investment funds or limited partnerships (for example, a mutual fund or a hedge fund) and has no financial incentive to recommend any particular investment options to its Clients. Item 7 – Types of Clients SWM offers investment management services to individuals, high net worth individuals, trusts, estates, retirement plans, charitable organizations, and businesses. The amount of each type of Client is available on the Advisor's Form ADV Part 1A. These amounts may change over time and are updated at least annually by the Advisor. SWM generally does not impose a minimum size for establishing a relationship, but certain investments may have minimums. Clients invested with Independent Managers may encounter account minimums imposed by those managers. Item 8 – Methods of Analysis, Investment Strategies and Risk of Loss A. Methods of Analysis SWM primarily employs fundamental and technical analysis methods in developing investment strategies for its Clients. Research and analysis from SWM is derived from numerous sources, including financial media companies, third-party research materials, Internet sources, and review of company activities, including annual reports, prospectuses, press releases and research prepared by others. Fundamental analysis utilizes economic and business indicators as investment selection criteria. These criteria are generally ratios and trends that may indicate the overall strength and financial viability of the entity being analyzed. Assets are deemed suitable if they meet certain criteria to indicate that they are a strong investment with a value discounted by the market. While this type of analysis helps the Advisor in evaluating a potential investment, it does not guarantee that the investment will increase in value. Assets meeting the investment criteria utilized in the fundamental analysis may lose value and may have negative investment performance. The Advisor monitors these economic indicators to determine if adjustments to strategic allocations are appropriate. More details on the Advisor’s review process are included in Item 13. Technical analysis involves the analysis of past market data rather than specific company data in determining the recommendations made to Clients. Technical analysis may involve the use of charts to identify market patterns and trends, which may be based on investor sentiment rather than the fundamentals of the company. The primary risk in using technical analysis is that spotting historical trends may not help to predict such trends in the future. Even if the trend will eventually reoccur, there is no guarantee that SWM will be able to accurately predict such a reoccurrence. As noted above, SWM generally employs a long-term investment strategy for its Clients, as consistent with their financial goals. SWM will typically hold all or a portion of a security for more than a year, but may hold for shorter periods for the purpose of rebalancing a portfolio or meeting the cash needs of Clients. At times, SWM may also buy and sell positions that are more short-term in nature, depending on the goals of the Client and/or the fundamentals of the security, sector or asset class. B. Risk of Loss Investing in securities involves certain investment risks. Securities may fluctuate in value or lose value. Clients should be prepared to bear the potential risk of loss. SWM will assist Clients in determining an appropriate strategy based on their tolerance for risk and other factors noted above. However, there is no guarantee that a Client will meet their investment goals. SeaCrest Wealth Management, LLC 3000 Westchester Avenue, Suite 206, Purchase, NY 10577 Phone: (914) 502-1900 * Fax: (914) 251-1312 www.seacrestwm.com Page 10  Each Client engagement will entail a review of the Client's investment goals, financial situation, time horizon, tolerance for risk and other factors to develop an appropriate strategy for managing a Client's account. Client participation in this process, including full and accurate disclosure of requested information, is essential for the analysis of a Client's account. The Advisor shall rely on the financial and other information provided by the Client or their designees without the duty or obligation to validate the accuracy and completeness of the provided information. It is the responsibility of the Client to inform the Advisor of any changes in financial condition, goals or other factors that may affect this analysis. The risks associated with a particular strategy are provided to each Client in advance of investing Client accounts. The Advisor will work with each Client to determine their tolerance for risk as part of the portfolio construction process. Following are some additional investment risks associated with the Advisor’s investment approach: Market Risks The profitability of a significant portion of SWM’s recommendations may depend to a great extent upon correctly assessing the future course of price movements of stocks and bonds. There can be no assurance that SWM will be able to predict those price movements accurately. Options Contracts Investments in options contracts have the risk of losing value in a relatively short period of time. Option contracts are leveraged instruments that allow the holder of a single contract to control many shares of an underlying stock. This leverage can compound gains or losses. Alternative Investments (Limited Partnerships) The performance of alternative investments (limited partnerships or “hedge funds”) can be volatile and may have limited liquidity. An investor could lose all or a portion of their investment. Such investments often have concentrated positions and investments that may carry higher risks. Client should only have a portion of their assets in these investments. Independent Managers SWM may recommend the use of independent money managers for certain Clients. SWM will continue to do ongoing due diligence of such managers, but such recommendations rely, to a great extent, on an independent manager’s ability to successfully implement their investment strategy. In addition, SWM does not have the ability to supervise the independent managers on a day-to-day basis. ETF Risks The performance of ETFs is subject to market risk, including the possible loss of principal. The price of the ETFs will fluctuate with the price of the underlying securities that make up the funds. In addition, ETFs have a trading risk based on the loss of cost efficiency if the ETFs are traded actively and a liquidity risk if the ETFs has a large bid-ask spread and low trading volume. The price of an ETF fluctuates based upon the market movements and may dissociate from the index being tracked by the ETF or the price of the underlying investments. An ETF purchased or sold at one point in the day may have a different price than the same ETF purchased or sold a short time later. Mutual Fund Risks The performance of mutual funds is subject to market risk, including the possible loss of principal. The price of the mutual funds will fluctuate with the value of the underlying securities that make up the funds. The price of a mutual fund is typically set daily therefore a mutual fund purchased at one point in the day will typically have the same price as a mutual fund purchased later that same day. Bond Risks Bonds are subject to specific risks, including the following: (1) interest rate risks, i.e. the risk that bond prices will fall if interest rates rise, and vice versa, the risk depends on two things, the bond’s time to maturity, and the coupon rate of the bond. (2) reinvestment risk, i.e. the risk that any profit gained must be reinvested at a lower rate than was previously being earned, (3) inflation risk, i.e. the risk that the cost of living and inflation increase at SeaCrest Wealth Management, LLC 3000 Westchester Avenue, Suite 206, Purchase, NY 10577 Phone: (914) 502-1900 * Fax: (914) 251-1312 www.seacrestwm.com Page 11  a rate that exceeds the income investment thereby decreasing the investor’s rate of return, (4) credit default risk, i.e. the risk associated with purchasing a debt instrument which includes the possibility of the company defaulting on its repayment obligation, (5) rating downgrades, i.e. the risk associated with a rating agency’s downgrade of the company’s rating which impacts the investor’s confidence in the company’s ability to repay its debt and (6) Liquidity Risks, i.e. the risk that a bond may not be sold as quickly as there is no readily available market for the bond. Non-Purpose Loans and Lines of Credit Non-purpose loans and lines of credit carry a number of risks, including but not limited to the risk of a market downturn, tax implications if collateralized securities are liquidated, and an increase in interest rates. A decline in the market value of collateralized securities held in the account[s] at the Custodian, may result in a reduction in the draw amount of the Client’s line of credit, a demand from the Lending Program that the Client deposit additional funds or securities in the Client’s collateral account[s], or a forced sale of securities in the Client’s collateral account[s]. Margin Borrowings The use of short-term margin borrowings may result in certain additional risks to a Client. For example, if securities pledged to brokers to secure a Client's margin accounts decline in value, the Client could be subject to a "margin call", pursuant to which it must either deposit additional funds with the broker or be the subject of mandatory liquidation of the pledged securities to compensate for the decline in value. Derivative Risks Derivatives are difficult to define but are present in a wide variety of investments. In finance, derivatives refer to contracts whose value is derived from another asset, which include stocks, bonds, currencies, interest rates, commodities, and related indexes. Oftentimes derivatives are used as a hedge to protect against downside risk but derivatives can also be used to speculate. Purchasers of derivatives are essentially wagering on the future performance of that asset. Derivatives include such widely accepted products as futures and options. Due to the speculative nature of derivatives, even when they are being employed to hedge, unique risks are present including a party’s misunderstanding of the contract, inability of the derivative to match or derive its value from the other asset, and the counter-party risk between the parties to the transaction. Past performance is not a guarantee of future returns. Investing in securities and other investments involve a risk of loss that each Client should understand and be willing to bear. Clients are reminded to discuss these risks with the Advisor. Item 9 – Disciplinary Information On December 12, 2024, SeaCrest Wealth Management, LLC entered a settlement with the U.S. Securities and Exchange Commission (“SEC”) relating to the supervision of an Advisory Person’s allocation of block trades that favored certain clients over others and purchases by that Advisory Person of investments that were unsuitable for certain clients. The SEC found that SWM failed to implement its policies and procedures designed to prevent such trading violations and made misleading statements about controls adopted by SWM to prevent those violations. Without admitting or denying the SEC’s findings, SWM agreed to (1) cease and desist from committing or causing any violations and any future violations of Section 17(a)(2) of the Securities Act, and Sections 206(2), and 206(4) of the Advisers Act and Rule 204(4)-7 promulgated thereunder (2) a censure, and (3) pay civil penalties of $375,000 to the SEC. A copy of the settlement is available at https://www.sec.gov/files/litigation/admin/2024/33-11338.pdf. The backgrounds of the Advisor and Advisory Persons are on the Investment Adviser Public Disclosure website at www.adviserinfo.sec.gov by searching with the Advisor’s firm name or CRD # 147092. SeaCrest Wealth Management, LLC 3000 Westchester Avenue, Suite 206, Purchase, NY 10577 Phone: (914) 502-1900 * Fax: (914) 251-1312 www.seacrestwm.com Page 12  Item 10 – Other Financial Industry Activities and Affiliations Related Registered Investment Advisor SWM is under common control with an affiliated, SEC-registered investment advisor, SeaCrest Investment Management, LLC (CRD#143670 and herein referred to as “SIM”). SIM is an investment manager, primarily serving high net worth individuals and financial institutions. Certain Advisory Persons of SWM also serve as Advisory Persons of SIM. SIM may also provide investment advisory services to Clients of SWM. In such instances, SIM provides each Client with all relevant disclosures, including the SIM Disclosure Brochure. Broker-Dealer Affiliation As noted in Item 5, certain Advisory Persons are also registered representatives of PKS. In one’s separate capacity as a registered representative, an Advisory Person will typically receive commissions for the implementation of recommendations for commissionable transactions. Clients are not obligated to implement any recommendation provided by the Advisory Person. Neither the Advisor nor its Advisory Persons will earn investment advisory fees in connection with any services implemented in an Advisory Persons separate capacity as a registered representative where commissions are earned. SeaCrest Financial Services, LLC The Advisor is affiliated, through common control, with SeaCrest Financial Services, LLC (“SFS”), an insurance company. Clients may be offered to implement insurance products through SFS, where an Advisory Person, through its affiliation with SFS, will benefit from any revenue generated and any subsequent distribution. This practice presents a conflict, where Advisory Persons are incentivized to implement insurance recommendations through SFS. Fees collected from any product implementation do not offset regular advisory fees. Clients are under no obligation to implement or purchase any insurance products through SFS. Please see additional disclosure regarding insurance agency affiliations below. Insurance Agency Affiliations As noted in Item 5, certain Advisory Persons are also licensed insurance professionals. Implementations of insurance recommendations are separate and apart from one’s role with SWM. As insurance professionals, Advisory Persons will receive customary commissions and other related revenues from the various insurance companies whose products are sold. Advisory Persons are not required to offer the products of any particular insurance company. Commissions generated by insurance sales do not offset regular advisory fees. This practice presents a conflict of interest in recommending certain products of the insurance companies. Clients are under no obligation to implement any recommendations made by an Advisory Person or the Advisor. American Century Kansas City Funds Mr. Gupta, in his primary capacity, serves as a Board Member of the Independent Board of Directors for the American Century Kansas City Funds (“American Century”). This activity poses a conflict of interest where a majority of Mr. Gupta’s income is related to this activity and Mr. Gupta is disengaged from all day-to-day activities at SWM. In order to mitigate this potential conflict of interest, Mr. Gupta will serve in a limited capacity as Partner Emeritus for SWM, where he may occasionally provide assistance for client relationship management purposes. Item 11 – Code of Ethics, Participation or Interest in Client Transactions and Personal Trading A. Code of Ethics SWM has implemented a Code of Ethics (the “Code”) that defines the Advisor’s fiduciary commitment to each Client. This Code of Ethics applies to all persons associated with SWM ( “Supervised Persons”). The Code was developed to provide general ethical guidelines and specific instructions regarding the Advisor’s duties to the Client. SWM and its Supervised Persons owe a duty of loyalty, fairness and good faith towards each Client. It is the obligation of SWM Supervised Persons to adhere not only to the specific provisions of the Code, but also to the general principles that guide the Code. The Code covers a range of topics that address employee ethics and conflicts of interest. To request a copy of the Code, please contact Ronald R. Lenihan at (914) 502-1900. SeaCrest Wealth Management, LLC 3000 Westchester Avenue, Suite 206, Purchase, NY 10577 Phone: (914) 502-1900 * Fax: (914) 251-1312 www.seacrestwm.com Page 13  B. Personal Trading with Material Interest SWM allows Supervised Persons to purchase or sell the same securities that may be recommended to and purchased on behalf of Clients. SWM does not act as principal in any transactions. In addition, the Advisor does not act as the general partner of a fund, or advise an investment company. SWM does not have a material interest in any securities traded in Client accounts. C. Personal Trading in Same Securities as Clients SWM allows Supervised Persons to purchase or sell the same securities that may be recommended to and purchased on behalf of Clients. Owning the same securities that are recommended (purchase or sell) to Clients presents a potential conflict of interest that, as fiduciaries, must be disclosed and mitigated through policies and procedures. As noted above, the Advisor has adopted a Code which addresses insider trading (material non- public information controls) and personal securities reporting procedures. When trading for personal accounts, Supervised Persons of SWM have a conflict of interest if trading in the same securities. The fiduciary duty to act in the best interest of its Clients can be violated if personal trades are made with more advantageous terms than Client trades, or by trading based on material non-public information. This risk is mitigated by SWM requiring reporting of personal securities trades by its Supervised Persons. The Advisor also has adopted written policies and procedures to detect the misuse of material, non-public information. D. Personal Trading at Same Time as Client While SWM allows Supervised Persons to purchase or sell the same securities that may be recommended to and purchased on behalf of Clients, such trades are typically aggregated with Client orders or traded afterward. SWM will place trades only after Client orders have been placed and filed. At no time will SWM, or any Supervised Person of SWM, transact in any security to the detriment of the Client. Item 12 – Brokerage Practices A. Recommendation of Custodian[s] SWM does not have discretionary authority to select the broker-dealer/custodian for custody and execution services. The Client will engage the broker-dealer/custodian (herein the "Custodian") to safeguard Client assets and authorize SWM to direct trades to the Custodian as agreed upon in the Investment Management Agreement. Further, SWM does not have the discretionary authority to negotiate commissions on behalf of Clients on a trade- by-trade basis. Where SWM does not exercise discretion over the selection of the Custodian, the Advisor will typically recommend the Custodian to Clients for custody and execution services. Clients are not obligated to use the recommended Custodian and will not incur any extra fee or cost from the Advisor associated with using a Custodian not recommended by SWM. However, the Advisor may be limited in the services it can provide if the recommended Custodian is not engaged. SWM may recommend the Custodian based on criteria such as, but not limited to, reasonableness of commissions charged to the Client, services made available to the Client, its reputation, and/or the location of the Custodian’s offices. SWM will generally recommend that Clients establish their account[s] at Charles Schwab & Co., Inc. (“Schwab”) a FINRA-registered broker-dealer and member SIPC. Schwab will serve as the Client’s “qualified custodian”. SWM maintains an institutional relationship with Schwab, whereby the Advisor receives economic benefits from Schwab. Please see the disclosure under Item 14 below. SWM may also recommend that Clients establish their account[s] at Raymond James & Associates, Inc., member FINRA/SIPC (“Raymond James”). The Advisor maintains an institutional relationship with Raymond James, whereby the Advisor receives economic benefits from Raymond James. Please see the disclosure under Item 14 below. In limited circumstances, SWM also recommends that Clients establish their account[s] at Interactive Brokers LLC (“Interactive Brokers”), FINRA-registered broker-dealers and members SIPC. Interactive Brokers will also serve as the Client’s “qualified custodian”. SWM maintains an institutional relationship with Interactive Brokers, whereby the Advisor receives economic benefits from Interactive Brokers. Please see the disclosure under Item 14 below. SeaCrest Wealth Management, LLC 3000 Westchester Avenue, Suite 206, Purchase, NY 10577 Phone: (914) 502-1900 * Fax: (914) 251-1312 www.seacrestwm.com Page 14  Commissions or Sales Charges for Recommendations of Securities As detailed in Item 10, certain Advisory Persons, in their separate, individual capacities, are also registered representatives of PKS and are subject to FINRA Rule 3040 (the “Outside Business Activities Rule”), which restricts registered representatives from conducting securities transactions away from their broker-dealer without written consent. Clients are advised that Advisory Persons may be limited in their ability to use other broker- dealers. PKS has approved the use of Schwab, Interactive Brokers, and Raymond James. Following are additional details regarding the brokerage practices of the Advisor: 1. Soft Dollars - Soft dollars are revenue programs offered by broker-dealers/custodians whereby an advisor enters into an agreement to place security trades with the broker-dealer/custodian in exchange for research and other services. SWM does not participate in soft dollar programs sponsored or offered by any broker- dealer/custodian. However, the Advisor does receive certain economic benefits from the Custodian. Please see Item 14. 2. Brokerage Referrals - SWM does not receive any compensation from any third-party in connection with the recommendation for establishing an account. 3. Directed Brokerage - All Clients are serviced on a “directed brokerage basis”, where SWM will place trades within the established account[s] at the Custodian designated by the Client. Further, all Client accounts are traded within their respective account[s]. The Advisor will not engage in any principal transactions (i.e., trade of any security from or to the Advisor’s own account) or cross transactions with other Client accounts (i.e., purchase of a security into one Client account from another Client’s account[s]). SWM will not be obligated to select competitive bids on securities transactions and does not have an obligation to seek the lowest available transaction costs. These costs are determined by the Custodian. B. Aggregating and Allocating Trades The primary objective in placing orders for the purchase and sale of securities for Client accounts is to obtain the most favorable net results taking into account such factors as 1) price, 2) size of the order, 3) difficulty of execution, 4) confidentiality and 5) skill required of the Custodian. SWM will execute its transactions through the Custodian as authorized by the Client. SWM may aggregate orders in a block trade or trades when securities are purchased or sold through Custodian for multiple (discretionary) accounts. If a block trade cannot be executed in full at the same price or time, the securities actually purchased or sold by the close of each business day must be allocated in a manner that is consistent with the initial pre-allocation or other written statement. This must be done in a way that does not consistently advantage or disadvantage particular Clients’ accounts. Item 13 – Review of Accounts A. Frequency of Reviews Securities in Client accounts are monitored as part of the Advisor’s ongoing investment management processes. Such reviews are generally conducted by the investment advisor representative that serves as the relationship manager to the Client. Formal account reviews are generally conducted at least annually or more frequently depending on the needs of the Client. SWM contacts ongoing investment management Clients at least annually to discuss their account[s] and any changes to the Client’s financial situation or investment objectives. B. Causes for Reviews In addition to the investment monitoring noted in Item 13.A. above, each Client account shall be reviewed at least annually. Reviews may be conducted more frequently at the Client’s request. Accounts may be reviewed as a result of major changes in economic conditions, known changes in the Client’s financial situation, and/or large deposits or withdrawals in the Client’s account[s]. The Client is encouraged to notify SWM if changes occur in his personal financial situation that might adversely affect his investment plan. Additional reviews may be triggered by material market, economic or political events. SeaCrest Wealth Management, LLC 3000 Westchester Avenue, Suite 206, Purchase, NY 10577 Phone: (914) 502-1900 * Fax: (914) 251-1312 www.seacrestwm.com Page 15  C. Review Reports The Client will receive brokerage statements no less than quarterly from the Custodian. These brokerage statements are sent directly from the Custodian to the Client. The Client may also establish electronic access to the Custodian’s website so that the Client may view these reports and their account activity. Client brokerage statements will include all positions, transactions and fees relating to the Client’s account[s]. The Advisor may also provide Clients with periodic reports regarding their holdings, allocations, and performance. Item 14 – Client Referrals and Other Compensation A. Compensation Received by SWM Participation in Institutional Advisor Platform - Schwab SWM has established an institutional relationship with Schwab through its “Schwab Advisor Services” unit, a division of Schwab dedicated to serving independent advisory firms like SWM. As a registered investment advisor participating on the Schwab Advisor Services platform, SWM receives access to software and related support without cost because the Advisor renders investment management services to Clients that maintain assets at Schwab. Services provided by Schwab Advisor Services benefit the Advisor and many, but not all services provided by Schwab will benefit Clients. In fulfilling its duties to its Clients, the Advisor endeavors at all times to put the interests of its Clients first. Clients should be aware, however, that the receipt of economic benefits from a custodian creates a potential conflict of interest since these benefits may influence the Advisor's recommendation of this custodian over one that does not furnish similar software, systems support, or services. Services that Benefit the Client – Schwab’s institutional brokerage services include access to a broad range of investment products, execution of securities transactions, and custody of Client’s funds and securities. Through Schwab, the Advisor may be able to access certain investments and asset classes that the Client would not be able to obtain directly or through other sources. Further, the Advisor may be able to invest in certain mutual funds and other investments without having to adhere to investment minimums that might be required if the Client were to directly access the investments. Services that May Indirectly Benefit the Client – Schwab provides participating advisors with access to technology, research, discounts and other services. In addition, the Advisor receives duplicate statements for Client accounts, the ability to deduct advisory fees, trading tools, and back office support services as part of its relationship with Schwab. These services are intended to assist the Advisor in effectively managing accounts for its Clients, but may not directly benefit all Clients. Services that May Only Benefit the Advisor – Schwab also offers other services to SWM that may not benefit the Client, including: financial support, educational conferences and events, consulting services and discounts for various service providers. Access to these services creates a financial incentive for the Advisor to recommend Schwab, which results in a potential conflict of interest. SWM believes, however, that the selection of Schwab as Custodian is in the best interests of its Clients. SWM is incented to remain affiliated with Schwab and to recommend that Clients establish accounts with Schwab due to financial support received from Schwab. Through the relationship with Schwab, SWM received initial support payment for technology, marketing and compliance consulting related expenses at the signing of the engagement and will receive additional support based on a specific amount of Client assets to be custodied with Schwab. The receipt of any such compensation creates a financial incentive for SWM to recommend Schwab the Custodian for the assets in your account. This conflict is mitigated through disclosure and that Clients are not obligated to utilize SWM’s recommended Custodian. Additionally, as mentioned above, the Client may directly or indirectly receive other benefits through the engagement with Schwab. SWM encourages you to discuss any such conflicts of interest with us before making a decision to custody your assets at Schwab. The Advisor may refer Clients to a Lending Program, as detailed in Item 4 - Advisory Services. In such arrangements, there is a conflict of interest in that the Advisor will receive a portion of the Lending Program’s fee collected from the Client for the referral of the Client. SeaCrest Wealth Management, LLC 3000 Westchester Avenue, Suite 206, Purchase, NY 10577 Phone: (914) 502-1900 * Fax: (914) 251-1312 www.seacrestwm.com Page 16  Participation in Institutional Advisor Platform – Interactive Brokers SWM participates in Interactive Brokers’ institutional customer program and the Advisor may recommend Interactive Brokers to Clients for custody and brokerage services. There is no direct link between the Advisor’s participation in the program and the investment advice it gives to its Clients, although the Advisor receives economic benefits through its participation in the program that are typically not available to Interactive Brokers’ 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 the Advisor participants; the ability to have advisory fees deducted directly from Client accounts; and discounts on research, technology, and related services provided to the Advisor by third party vendors. Some of the products and services made available by Interactive Brokers through the program may benefit the Advisor but may not benefit its Client accounts. These products or services may assist the Advisor in managing and administering Client accounts, including accounts not maintained at Interactive Brokers. The benefits received by the Advisor through participation in the program do not depend on the amount of brokerage transactions directed to Interactive Brokers. As part of its fiduciary duties to Clients, SWM endeavors at all times to put the interests of its clients first. Clients should be aware, however, that the receipt of economic benefits by SWM or its related persons in and of itself creates a potential conflict of interest and may indirectly influence the Advisor’s choice of Interactive Brokers for custody and brokerage services. Participation in Institutional Advisor Platform- Raymond James SWM has established an institutional relationship with Raymond James to assist the Advisor in managing Client account[s]. Access to the Raymond James platform is provided at no charge to the Advisor. The Advisor receives access to software and related support without cost because the Advisor renders investment management services to Clients that maintain assets at Raymond James. The software and related systems support may benefit the Advisor, but not its Clients directly. In fulfilling its duties to its Clients, the Advisor endeavors at all times to put the interests of its Clients first. Clients should be aware, however, that the receipt of economic benefits from a Custodian creates a conflict of interest since these benefits may influence the Advisor’s recommendation of this Custodian over one that does not furnish similar software, systems support, or services B. Compensation for Client Referrals Certain Clients may be referred to SWM by either an affiliated or unaffiliated party (herein "Promoter") and receive, directly or indirectly, compensation for the Client referral. In such instances, SWM will compensate the Promoter a fee in accordance with Rule 206(4)-1 of the Advisers Act and any corresponding state securities requirements. Any such compensation shall be paid solely from the investment advisory fees earned by the Advisor, and shall not result in any additional charge to the Client. Item 15 – Custody SWM does not accept or maintain custody of Client accounts, except for the limited circumstances outlined below: Deduction of Advisory Fees - To ensure compliance with regulatory requirements associated with the deduction of advisory fees, all Clients for whom SWM exercises discretionary authority must hold their assets with a "qualified custodian." Clients are responsible for engaging a “qualified custodian” to safeguard their funds and securities and must instruct SWM to utilize that Custodian for securities transactions on their behalf. Clients are encouraged to review statements provided by the Custodian and compare to any reports provided by SWM to ensure accuracy, as the Custodian does not perform this review. Money Movement Authorization - For instances where Clients authorize SWM to move funds between their accounts, SWM and the Custodian have implemented safeguards to ensure that all money movement activities are conducted strictly in accordance with the Client’s documented instructions. Item 16 – Investment Discretion SWM generally has discretion over Client accounts. This investment discretion grants the Advisor the authority to determine the selection and amount of securities to be bought or sold in Client accounts or the independent SeaCrest Wealth Management, LLC 3000 Westchester Avenue, Suite 206, Purchase, NY 10577 Phone: (914) 502-1900 * Fax: (914) 251-1312 www.seacrestwm.com Page 17  investment managers to be hired or fired without obtaining prior consent or approval from the Client. However, these purchases or sales may be subject to specified investment objectives, guidelines, or limitations previously set forth by the Client and agreed to by SWM. Discretionary authority will only be authorized upon full disclosure to the Client. The granting of such authority will be evidenced by the Client's execution of an Investment Management Agreement containing all applicable limitations to such authority. All discretionary trades made by SWM will be in accordance with each Client's investment objectives and goals. Item 17 – Voting Client Securities SWM does not accept proxy-voting responsibility for any Client. Clients will receive proxy statements directly from the Custodian. The Advisor will assist in answering questions relating to proxies, however, the Client retains the sole responsibility for proxy decisions and voting. Clients that do not wish to receive proxies from the Custodian may request that the Custodian direct proxies to the Advisor’s attention. However, making this selection does not result in SWM assuming proxy-voting responsibility Item 18 – Financial Information Neither SWM, nor its management have any adverse financial situations that would reasonably impair the ability of SWM to meet all obligations to its Clients. Neither SWM, nor any of its Advisory Persons, has been subject to a bankruptcy or financial compromise. SWM is not required to deliver a balance sheet along with this Disclosure Brochure as the firm does not collect advance fees of $1,200 or more for services to be performed six months or more in the future. SeaCrest Wealth Management, LLC 3000 Westchester Avenue, Suite 206, Purchase, NY 10577 Phone: (914) 502-1900 * Fax: (914) 251-1312 www.seacrestwm.com Page 18  Privacy Policy Effective: October 23, 2025 Our Commitment to You SeaCrest Wealth Management, LLC (“SeaCrest” or the “Advisor”) is committed to safeguarding the use of personal information of our Client’s (also referred to as “you” and “your”) that we obtain as your investment advisor, as described here in our Privacy Policy (“Policy”). Our relationship with you is our most important asset. We understand that you have entrusted us with your private information, and we do everything that we can to maintain that trust. SeaCrest (also referred to as "we", "our" and "us”) protects the security and confidentiality of the personal information we have and implements controls to ensure that such information is used for proper business purposes in connection with the management or servicing of our relationship with you. SeaCrest does not sell your non-public personal information to anyone. Nor do we provide such information to others except for discrete and reasonable business purposes in connection with the servicing and management of our relationship with you, as discussed below. Details of our approach to privacy and how your personal non-public information is collected and used are set forth in this Policy. Why you need to know? Registered Investment Advisors (“RIAs”) must share some of your personal information in the course of servicing your account. Federal and State laws give you the right to limit some of this sharing and require RIAs to disclose how we collect, share, and protect your personal information. What information do we collect from you? Social security or taxpayer identification number Assets and liabilities Name, address and phone number[s] Income and expenses E-mail address[es] Investment activity Account information (including other institutions) Investment experience and goals This information may be collected via forms (i.e. account opening documents, client profile) or throughout the normal course of services. What Information do we collect from other sources? Custody, brokerage and advisory agreements Other advisory agreements and legal documents Transactional information with us or others Account applications and forms Investment questionnaires and suitability documents Other information needed to service account SMS Messaging The Advisor’s SMS messaging provides the Client with timely and relevant communications directly from the Advisor. Client’s can expect to receive periodic messages that may include notifications about upcoming meetings, responses to inquiries, and important account-related information. These messages are sent via an SMS application, where all sensitive data is delivered securely, to maintain the confidentiality and integrity of the Client’s data. Please note that the frequency and content of these messages will be related to the services to the Client. How do we protect your information? To safeguard your personal information from unauthorized access and use we maintain physical, procedural and electronic security measures. These include such safeguards as secure passwords, encrypted file storage and a SeaCrest Wealth Management, LLC 3000 Westchester Avenue, Suite 206, Purchase, NY 10577 Phone: (914) 502-1900 * Fax: (914) 251-1312 www.seacrestwm.com Page 19  secure office environment. Our technology vendors provide security and access control over personal information and have policies over the transmission of data. Our associates are trained on their responsibilities to protect Client’s personal information. We require third parties that assist in providing our services to you to protect the personal information they receive from us. How do we share your information? An RIA shares Client personal information to effectively implement its services. In the section below, we list some reasons we may share your personal information. Basis For Sharing Do we share? Can you limit? Yes No Servicing our Clients We may share non-public personal information with non-affiliated third parties (such as administrators, brokers, custodians, regulators, credit agencies, other financial institutions) as necessary for us to provide agreed upon services to you, consistent with applicable law, including but not limited to: processing transactions; general account maintenance; responding to regulators or legal investigations; and credit reporting. SWM shares Client information with PKS due to the oversight PKS has over certain supervised persons of the Advisor. You may also contact us at any time for a copy of the PKS Privacy Policy. No Not Shared Marketing Purposes SeaCrest does not disclose, and does not intend to disclose, personal information, including mobile phone numbers, with non-affiliated third parties to offer you services. Certain laws may give us the right to share your personal information with financial institutions where you are a customer and where SeaCrest or the client has a formal agreement with the financial institution. We will only share information for purposes of servicing your accounts, not for marketing purposes. Yes Yes Authorized Users Your non-public personal information may be disclosed to you and persons that we believe to be your authorized agent[s] or representative[s]. No Not Shared Information About Former Clients SeaCrest does not disclose and does not intend to disclose, non-public personal information to non-affiliated third parties with respect to persons who are no longer our Clients. Changes to our Privacy Policy We will send you a copy of this Policy annually for as long as you maintain an ongoing relationship with us. Periodically we may revise this Policy, and will provide you with a revised policy if the changes materially alter the previous Privacy Policy. We will not, however, revise our Privacy Policy to permit the sharing of non-public personal information other than as described in this notice unless we first notify you and provide you with an opportunity to prevent the information sharing. Any Questions? You may ask questions or voice any concerns, as well as obtain a copy of our current Privacy Policy by contacting us at (914) 502-1900. SeaCrest Wealth Management, LLC 3000 Westchester Avenue, Suite 206, Purchase, NY 10577 Phone: (914) 502-1900 * Fax: (914) 251-1312 www.seacrestwm.com Page 20