STONE TEMPLE PARTNERS LLC

Stone Temple Partners LLC Part 2A of Form ADV The Brochure Stone Temple Partners LLC 420 Lexington Avenue Suite 408 New York, NY 10170-0499 (203) 253-1823 September 2, 2025 This brochure provides information about the qualifications and business practices of Stone Temple Partners LLC. If you have any questions about the contents of this brochure, please contact Stone Temple at (203) 253-1823 or Stone Temple’s Chief Compliance Officer at (646) 736-8021. 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. Stone Temple Partners LLC is an SEC registered investment adviser. Registration of an investment adviser does not imply any level of skill or training. Additional information about Stone Temple Partners LLC is also available on the SEC’s website at: www.adviserinfo.sec.gov. 1  Item 2 - Material Changes Stone Temple Partners LLC has the following material changes to report. • The firm has begun sponsoring and providing discretionary investment advisory services to sector-focused private investment funds that invest in a range of underlying funds and other investments. Revisions addressing sector-focused private investment funds have been made throughout this Brochure. • The firm has moved its principal place of business from Darien, CT, to New York, NY, effective as of September 2, 2025. The firm’s Chief Compliance Officer has also changed her phone number. These changes are reflected on the first page of this Brochure. Item 3 - Table of Contents Item 2 - Material Changes............................................................................................................... 2 Item 3 - Table of Contents ............................................................................................................. 2 Item 4 - Advisory Business ............................................................................................................. 3 Item 5 - Fees and Compensation .................................................................................................... 4 Item 6 - Performance Based Fees and Side-by-Side Management ..................................................... 5 Item 7 - Types of Clients ................................................................................................................ 6 Item 8 - Methods of Analysis, Investment Strategies, and Risk of Loss ............................................. 6 Item 9 - Disciplinary Information ................................................................................................... 7 Item 10 - Other Financial Industry Activities and Affiliations ........................................................... 7 Item 11 - Code of Ethics, Participation or Interest in Client Transactions, and Personal Trading ....... 7 Item 12 - Brokerage Practices ......................................................................................................... 8 Item 13 - Review of Accounts ........................................................................................................ 9 Item 14 - Client Referrals and Other Compensation ........................................................................ 9 Item 15 - Custody .......................................................................................................................... 9 Item 16 - Investment Discretion ................................................................................................... 10 Item 17 - Voting Client Securities ................................................................................................. 11 Item 18 - Financial Information .................................................................................................... 11 2  Item 4 - Advisory Business Stone Temple Partners, LLC (together with its affiliates, “Stone Temple”, “we”, “us”, or the “firm”) provides portfolio management and advisory services primarily to private wealth clients and to family office clients. These services encompass investment management, wealth management, and financial planning services for a limited number of families of significant means; additional services are offered to a select group of ultra-high net worth clients and family offices. Stone Temple also provides investment advisory services to private investment funds that are offered to qualified investors in the United States and elsewhere. The firm’s founding members began working together in 2018, and in 2024 they launched an independent advisory group under the Stone Temple name. Stone Temple is owned by Stone Temple Partners Holding LLC, which in turn is majority owned indirectly by Timothy Hall, David Ward, and Alexander Herman, collectively, with Merchant Wealth Management indirectly owning a minority interest in the holding company. More information about Stone Temple’s owners and executive officers is available in its Form ADV, in Part 1 Schedule A. Stone Temple had a total of $617,616,108 in non-discretionary assets under management and as of December 31, 2024. $2,163,829 in discretionary assets under management Services to Private Wealth Clients Stone Temple offers investment management services as well as related wealth management and financial planning services to a select group of high net worth and ultra-high net worth clients (collectively, “private wealth clients”) pursuant to investment management agreements with each private wealth client. Generally, Stone Temple provides services to private wealth clients through discretionary accounts, where the private wealth client gives Stone Temple the authority to determine the investments to purchase or sell in such account. Our minimum account size for discretionary accounts generally is $10,000,000. A private wealth client’s investment management agreement may impose reasonable restrictions on the types of investments that may be made by Stone Temple for such private wealth client, and any changes to such restrictions must be made in writing. Services to Family Offices In addition, Stone Temple offers customized investment and other advisory services to an exclusive group of family office clients pursuant to advisory contracts that are individually negotiated with each family office client. This expanded range of services may include topics such as access to direct private investments, aggregated reporting & record keeping, tax planning, and cash flow management & budgeting. Customarily, Stone Temple’s family office clients have invested through non-discretionary accounts, where the firm makes periodic investment recommendations to clients about the securities and other assets that should be bought or sold and the total amount of such transactions. Our minimum account size for non-discretionary accounts generally is $250,000,000. A family office client’s advisory contract may impose reasonable restrictions on the types of investments that may be recommended by Stone Temple for such family office client, and any changes to such restrictions must be made in writing. 3  Services to Private Investment Funds Stone Temple also serves as an investment advisor and provides discretionary investment advisory services to certain pooled investment vehicles (also referred to as private investment funds) (each an “STP Private Fund”). These advisory services are detailed in the relevant private placement memorandum or other offering documents, limited partnership or other operating agreements of such STP Private Fund. Generally, however, Stone Temple has overall responsibility for implementing the investment strategies of each STP Private Fund. Item 5 - Fees and Compensation Fees Charged to Private Wealth Clients Stone Temple charges a fee calculated as a percentage of assets under management for the management services provided by the firm to each private wealth client, with tiered decreases in the percentage charged when the value of such client’s total assets managed by Stone Temple exceeds such tier’s threshold. Stone Temple generally imposes a minimum annual advisory fee for private wealth clients, which minimum may be reduced or waived at Stone Temple’s sole discretion. If other members of a private wealth client’s immediate family appoint Stone Temple to manage additional assets, all of such family’s managed assets can be aggregated to reach a more-favorable fee percentage tier. Private wealth client fees generally will be billed quarterly in advance, based upon the market value of such assets on the last business day of the previous quarter, and clients remit payments in response to invoices issued by the firm. If a private wealth client terminates its account or the applicable investment management contract with Stone Temple, such private wealth client may do so with 7 days’ prior written notice. In such situations, any pre-paid fees will be refunded based on daily pro-ration of the fee that was billed, to the extent the termination date does not occur as of the last day of a calendar quarter. Fees Charged to Family Offices Stone Temple charges a fixed annual fee for its services which will vary for each family office client based upon a number of factors unique to each family office client, including the type and complexity of assets and the advisory services offered, and which may be renegotiated from time to time. Family office client fees generally will be billed quarterly in advance, based upon the negotiated fixed fee in the advisory contract, and clients remit payments in response to invoices issued by the firm. If a family office client terminates its account or the applicable advisory contract with Stone Temple, such family office client may do so with 90 days’ prior notice, generally subject to a minimum initial contract term. In such situations, any pre-paid fees will be refunded based on daily pro-ration of the fee that was billed or based on such other terms and conditions as set forth in the applicable advisory contract. Fees Charged to STP Private Funds Stone Temple charges a fee calculated as a percentage of assets under management for the management services provided by the firm to an STP Private Fund, payable quarterly in advance. In addition, for advisory services to an STP Private Fund, the firm may be paid compensation by the fund based on the performance of the fund’s investments. The relevant private placement memorandum or other offering documents, limited partnership or other operating agreements of such STP Private Fund will describe how such fees and performance-based compensation will be paid, which may be directly by 4  the investor via a capital call, by deduction from an investor’s capital account, by withholding from distributions, or by some other method. However, when private wealth clients or family office clients hold interests in STP Private Funds in an account that is charged an investment advisory fee by Stone Temple, the management fee or the performance-based compensation charged by the applicable STP Private Fund will be waived for the STP Private Fund interests held in such account. In the event that such private wealth client’s or family office client’s relationship with Stone Temple is terminated, such STP Private Fund interests will become subject to the management fee and performance-based compensation (each where applicable) charged by the applicable STP Private Fund. In addition, management fees and performance-based compensation are subject to modification, waiver, or reduction, at the election of Stone Temple. Please see Item 6 - Performance-Based Fees and Side- By-Side Management below for discussion of performance-based compensation. Fees Charged by Financial Institutions, Custodians and Third Party Managers Stone Temple’s clients pay the fees, costs, and expenses, determined by the firm as necessary, advisable or appropriate to reach each client’s investment objectives. The fees, costs, and expenses may include: management fees, custodial fees, accounting, brokerage commissions, clearing fees, valuation service costs, interest on margin accounts and other margin costs, borrowing charges, fees and/or performance based compensation charged by third-party managers and their respective affiliates, mark-ups and mark-downs on fixed-income transactions, other transaction costs and expenses, fees and expenses charged by mutual funds and exchange traded funds (including, without limitation, transaction costs, 12b-1 fees, and sales charges), fees imposed by variable annuity providers, account maintenance fees, odd-lot differentials, transfer taxes, wire transfer and electronic fund fees, and other cost and expenses in connection with the client’s account/accounts. All fees paid to Stone Temple for investment advisory services are separate and distinct from the fees, costs, commissions, and expenses charged by brokers and third-party managers. Neither Stone Temple, nor any of its principals or employees, share in any portion of these fees, costs, commissions, or expenses. Please see Item 12 - Brokerage Practices below for discussion of third-party fees, costs, and expenses. Item 6 - Performance Based Fees and Side-by-Side Management Stone Temple charges performance-based fees to certain private investment funds for which it serves as an investment advisor or manager, which may include carried interest allocations and management or administration fees. This gives rise to potential conflicts of interest since, for example, in allocating investment opportunities, there could be incentives to favor firm-sponsored funds over clients who may have been given access to direct private investments or family office clients that pay fixed fees. As a general principle, Stone Temple requires that potential conflicts of interest be addressed by the firm acting in the best interests of its private wealth clients and family office clients consistent with its fiduciary duties, and family office clients are not required to invest in such STP Private Funds if they do not wish to do so. More specifically, we manage this and other conflicts associated with side-by- side management of various clients through internal review processes and oversight. In addition, if Stone Temple recommends that a private wealth client or family office client roll over their Individual Retirement Account (“IRA”) or other retirement plan assets into an account to be managed by the firm, such a recommendation creates a conflict of interest as the firm will earn new (or increase its current) compensation because of the rollover. When Stone Temple provides investment advice regarding an IRA or other qualified asset under the Employment Retirement Income Security Act 5  and/or the Internal Revenue Code provisions governing retirement accounts, the firm is required to act in the best interests of its private wealth clients and family office clients consistent with its fiduciary duties. While the procedures used to manage these conflicts differ depending upon the specific risks presented, all are designed to guard against consistently advantaging or disadvantaging particular clients, regardless of the fee arrangement. Item 7 - Types of Clients Stone Temple provides investment management, wealth management, and financial planning services to a select group of private wealth clients (which may include high net worth and ultra-high net worth individuals and entities), as well as a broader array of customized investment and other advisory services to an exclusive group of family office clients (which may be comprised of ultra-high-net-worth individuals, their family members, trusts, foundations, family businesses, and various investment vehicles). In addition, Stone Temple has recently launched an STP Private Fund that is an evergreen pooled investment vehicle (private investment fund) focusing on liquid alternative investments, for which it serves as investment advisor, and the firm intends to provide investment advisory and other services to a curated selection of other STP Private Funds that will range across the following additional asset classes: cash management, fixed income, private credit, public equity, private equity, venture capital/directs, real estate, and real assets. These other STP Private Funds may be evergreen or drawdown in nature. Item 8 - Methods of Analysis, Investment Strategies, and Risk of Loss Stone Temple uses sophisticated, hedge-fund style portfolio construction and risk management techniques to build durable portfolios for the firm’s clients. This involves correlation, drawdown, impairment, expected return, cash flow modeling, and benchmarking analysis at the portfolio and asset class level. Stone Temple manages customized single family office portfolios across nine asset classes, and intends to run nine commingled pools across those same nine asset classes: cash management, fixed income, liquid alternatives, private credit, public equity, private equity, venture capital/directs, real estate, and real assets. The goal is to build portfolios with significantly less drawdown risk than traditional 60/40 or endowment style portfolios while maintaining consistent, compounding returns on par with the expected returns of much more risky portfolios, in order to produce a differentiated return stream. At the investment level, the firm uses fundamental in-depth research and its cultivation of exclusive sourcing channels to uncover unique opportunities in the investment universe, for private wealth clients, family office clients, and STP Private Funds. On a quarterly basis, the firm prioritizes the most significant client needs and the most opportunistic areas of the investment universe, as these are most likely to result in meaningful impact for the firm’s clients. A broad top-of-the-funnel process seeks to gather the most interesting ideas from many different sourcing channels. Stone Temple’s investment committee makes an initial appraisal of whether potential investments fit client-specific asymmetric risk/reward profiles and warrant further exploration at the asset-class, competitor-landscape, or idiosyncratic-single-investment levels. The firm then runs a highly institutional process of vetting, categorizing, and ranking the most interesting ideas that meet those priorities. Stone Temple uses both 6  quantitative and fundamental analysis to identify top investor talent and decipher which strategies warrant full investment underwriting. This underwriting process generally involves security analysis, private equity style deep diligence, attribution data analysis, internal and external reference checks, an ODD process, and more depending on the specific strategy. The foundation of our investment program is deep partnerships across the ecosystem. This includes peers in the single family office, endowment, pension, and multi-family office spaces, as well as experts in different areas of the investment landscape. Stone Temple also seeks to form significant connections across the fund manager landscape to negotiate advantaged fees, enhanced information sharing, and outsized exposure to direct deal flow. These relationships allow for positive selection for the most interesting investment opportunities and greater concentration in the best ideas, and also allow the firm to more accurately assess specific timing and risks. Our investment team prepares a memorandum for each potential investment that it wishes to recommend to a client and, after a thorough discussion, Stone Temple’s investment committee votes to approve or deny the execution of each such investment. Once an investment has been executed, the firm continually reassesses the client’s portfolio construction and performance, aiming to mitigate specific risks to improve downside protection and to increase concentration in the best-performing ideas. The same process will be done at each specific STP Private Fund level. While Stone Temple seeks to manage a client’s accounts so that risks are appropriate to such client’s investment strategy, it is often not possible or desirable to fully eliminate risks. Any investment will include the risk of loss, and there can be no guarantee that Stone Temple’s investment program will be successful. Item 9 - Disciplinary Information None. Item 10 - Other Financial Industry Activities and Affiliations Stone Temple is not registered as a broker-dealer and does not have a pending application to register as such. In connection with the STP Private Funds, Stone Temple and certain of its affiliates that act as general partners for such STP Private Funds have filed notices of exemptions from registration as commodity trading advisors and/or commodity pool operators. Stone Temple and its principals and employees do not have any relationships or arrangements with other financial services companies that pose any material conflicts of interest. Item 11 - Code of Ethics, Participation or Interest in Client Transactions, and Personal Trading Stone Temple has a fiduciary obligation to the private wealth clients, family office clients, and STP Private Funds that it advises. All investment activities of the firm, the principals, and the employees of Stone Temple are subject to this fiduciary obligation of care to the firm’s clients. 7  Stone Temple has adopted a Code of Ethics which sets forth high ethical standards of business conduct required of the firm’s employees, including compliance with all applicable federal securities laws. Our Code of Ethics includes policies and procedures for the review of quarterly securities transactions reports as well as initial and annual securities holdings reports for each of the firm’s access persons. The foundation of the Code of Ethics is based on the underlying principles that: • Employees must at all times place the interests of the client first, • Employees must make sure that all personal securities transactions are conducted consistent with the Code of Ethics, and • Employees should never take inappropriate advantage of their position. In addition, employees may not participate in any initial public offering or engage in any outside business activities or private placements before obtaining authorization from the Chief Compliance Officer. All Stone Temple employees must direct their brokers to send duplicate copies of trade confirmations and brokerage statements to the Chief Compliance Officer. These records are used to monitor compliance with the foregoing policies. Stone Temple’s Code of Ethics is available upon request. Item 12 - Brokerage Practices Stone Temple has a duty to select brokers, dealers, and other trading intermediaries that provide best execution for our clients. Unless a client directs us otherwise or chooses to use a custodian that requires all trades to be directed to its platform (such as Charles Schwab or Fidelity), the firm allocates securities transactions to unaffiliated brokers, dealers, or other trading intermediaries for execution on markets at prices and commission rates that the firm determines will be in the best interests of the client based on a number of factors. These factors generally include, to the extent relevant under the circumstances: price, commission, size of the order, difficulty of execution, and trading/execution/clearing/settlement capabilities. We also consider factors relating to the specific broker-dealer, such as financial stability, reputation, past history of prompt and reliable execution of trades, operational efficiency, access to markets, access to capital to accommodate trades, ability maintain confidentiality, market knowledge, brokerage and research services provided, and overall responsiveness and willingness to work with us. Consequently, the lowest possible commission rate, while very important, is not the only consideration. Aggregated Trades Stone Temple may recommend investments in the same security or asset for different clients at different times and in different relative amounts based upon differences in each client’s investment objectives, and size of order. The level of participation by different clients in the same security may also be dependent upon other factors relating to the suitability of the security for a particular client or account. However, subject to client restrictions, typically the firm will aggregate orders for the same security or asset by multiple accounts into a “batch” or “block trade” to facilitate equal treatment of clients, provide ease of administration, and minimize information leakage that could be detrimental to client trades. The average price per unit of a block trade will be allocated to each account that participates in the block trade. In the case of private investments or limited investment opportunities, such as initial public 8  offerings, the allocation of these investments across clients generally will be made pro rata subject to considerations of investor suitability, account size, risk tolerance, diversification requirements, relationship investment history with a particular manager, and other factors. Directed Brokerage If a client instructs Stone Temple to execute some or all transactions through a specific broker or dealer, it should be understood that under those circumstances, Stone Temple will not have the authority to seek better execution services or prices from other broker-dealers, and best execution may not be achieved. Additionally, under these circumstances a disparity in commission charges or transaction costs may exist between the commissions or transaction costs charged to other clients since Stone Temple may not be able to aggregate orders to reduce transaction costs or the client may receive less favorable prices. Item 13 - Review of Accounts Stone Temple monitors the underlying securities, third-party managers, and private investments that are selected for each client’s account on a regular basis and meets with each private wealth client and family office client at least annually to review for consistency with such client’s investment policy and performance relative to the appropriate and agreed upon benchmark. The custodians for each private wealth client’s and family office client’s investments provide them with monthly reports showing the assets in each of their accounts, the market value, and each account’s performance for that period. In addition, Stone Temple provides all family office clients and STP Private Funds with periodic reports which detail investment activity, holdings, portfolio performance, and market overview. Certain third-party managers provide additional reports which also are shared with clients. Item 14 - Client Referrals and Other Compensation Stone Temple does not compensate third parties for client referrals. Item 15 - Custody Stone Temple’s practice is not to have custody of private wealth clients’ assets, and such assets will be placed with a qualified third-party custodian. The firm may make recommendations for qualified third- party custodians to private wealth clients. The firm’s private wealth clients receive account statements directly from the applicable custodian and each such private wealth client should carefully review those statements. Similarly, Stone Temple’s practice is not to have custody of family office clients’ assets, and such assets will be placed with a qualified third-party custodian. The firm may make recommendations for qualified third-party custodians to family office clients. The firm’s family office clients receive account statements directly from the applicable custodian and each family office client should carefully review those statements. Stone Temple’s reports to each family office client are prepared in part using statements from underlying managers and/or custodians. Stone Temple encourages family office 9  clients to compare the reports from Stone Temple with the statements received from their qualified custodians. With respect to private investment funds managed by the firm, Stone Temple will not physically hold cash or unrestricted certificated securities of such STP Private Funds. Cash and certificated securities will be held by qualified third-party custodians appointed by each STP Private Fund. However, Stone Temple and/or its affiliates serving as general partner or manager of an STP Private Fund will be deemed to have custody of such cash and securities. Each STP Private Fund will engage an independent public accounting firm to audit such STP Private Fund annually, and Stone Temple will distribute such STP Private Fund’s audited financials to investors in such STP Private Fund promptly when they become available. Without limiting the foregoing, situations where Stone Temple is deemed to have custody of client assets include where the firm operates under a standing letter of authorization or otherwise instructs qualified custodians on a client’s instruction to transfer assets to third parties, or where the firm or its employees otherwise may have access to client assets. In the case of a standing letter of authorization or other similar asset transfer authorization established by a client with a qualified custodian, the firm works with such custodian to satisfy each of the circumstances for not obtaining a surprise examination described in the SEC staff’s no-action letter to the Investment Adviser Association dated February 21, 2017. In all other situations, the firm will undergo an annual surprise examination of client assets by an independent auditor. In addition, in many cases Stone Temple has the authority to debit its clients’ custodial accounts for advisory fees. The firm is deemed to have custody of those assets if, for example, Stone Temple is authorized and instructed by a client’s custodian to deduct our advisory fees directly from the account. At all times, the custodian maintains actual custody of those assets. Item 16 - Investment Discretion Stone Temple provides both discretionary and non-discretionary investment advisory services. Currently, the firm has discretionary investment authority to manage investments on behalf of its private wealth clients, pursuant to the terms of the investment management contract executed by each private wealth client. Discretion allows us to manage portfolios and make investment decisions without client consultation regarding the securities and other assets that are bought and sold for the account. In discretionary accounts, we do not require client approval for the total amount of the securities and other assets to be bought and sold, the choice of executing brokers, or the price and commission rates for such transactions. In some cases, clients may seek to limit or restrict our discretionary authority by imposing restrictions on their account. Please see Item 4 - Advisory Business above for a discussion of the firm’s approach to managing accounts that impose investment restrictions. Stone Temple does not expect any family office clients to grant the firm discretionary authority to determine which investments and/or third-party managers to allocate assets to and the amounts of securities and other assets to be bought and sold for their accounts. However, in the event that a family office client does decide to grant such discretionary authority, Stone Temple will request that such authority be granted in writing, typically in the client’s executed advisory contract. In non-discretionary relationships, such as with our current family office clients, we make periodic investment recommendations to clients about the securities and other assets that should be bought or sold and the 10  total amount of such transactions. Clients may ask the firm to place orders for (or otherwise facilitate) the purchase or sale of the investments being recommended. However, we do not delay trading or execution for discretionary client orders while a non-discretionary client considers an investment recommendation. In addition, non-discretionary clients will not share in any allocation of those trades that were completed before they approved an investment. In addition, Stone Temple will have discretionary investment authority to manage investments on behalf of STP Private Funds. The firm will assume this discretionary authority pursuant to the terms of the offering materials and subscription documents executed by the investors in each STP Private Fund. Item 17 - Voting Client Securities In accordance with its fiduciary duty to clients and Rule 206(4)-6 of the Advisers Act, Stone Temple has adopted and implemented written policies and procedures governing the voting of client securities. All proxies that Stone Temple receives will be treated in accordance with these policies and procedures, which are designed to mitigate the concern that a particular proxy vote is the product of a conflict of interest. With respect to private wealth clients and family office clients, Stone Temple will not accept voting authority and will not vote proxies on behalf of such clients’ accounts or assets unless Stone Temple has discretion over the securities to which such proxies pertain. However, Stone Temple will accept the discretionary authority to vote proxies for STP Private Funds, and in such case we may hire an outside third party to do so. A copy of Stone Temple’s proxy voting policies and procedures, as well as specific information about how Stone Temple has voted in the past, is available upon written request. Item 18 - Financial Information Stone Temple does not require or solicit prepayment of fees six months or more in advance. Stone Temple has never filed for bankruptcy and is not aware of any financial condition that is expected to adversely affect its ability to manage client accounts. 11