STONEBRIDGE FINANCIAL GROUP

Form ADV Part 2A April 24, 2026 Stonebridge Financial Group, LLC 100 Smith Ranch Road, Suite 112 San Rafael, CA 94903 (415) 461-4961 stonebridgefinancialgrp.com Item 1 – Cover Page This brochure provides information about the qualifications and business practices of Stonebridge Financial Group, LLC. If you have any questions about the contents of this brochure, please contact us at (415) 461-4961. The information in this brochure has not been approved or verified by the United States Securities and Exchange Commission or by any state securities authority. Registration as an investment adviser does not imply a certain level of skill or training. Additional information about Stonebridge Financial Group, LLC also is available on the SEC’s website at www.adviserinfo.sec.gov.  Item 2 – Material Changes This is provided further to our last brochure dated April 17, 2026, and provides information on investment advisor representatives also being a registered representative of a broker dealer. In the future, this Brochure will be amended anytime there is a material change, and this section will include a summary of those changes. Following the SEC and state rules, we will ensure that clients receive a summary of any material changes to this and subsequent Brochures within 120 days of the close of our fiscal year. We may provide other ongoing disclosure information about material changes as necessary. If clients or prospective clients want to learn more about Stonebridge Financial Group, LLC please call (415) 461-4961 or visit the SEC’s website at www.adviserinfo.sec.gov. Item 3 – Table of Contents Form ADV Part 2A ............................................................................................................................ 1 Item 1 – Cover Page ..................................................................................................................... 1 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 ............................................................................................................... 5 Item 8 – Methods of Analysis, Investment Strategies and Risk of Loss ........................................... 5 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 ...... 8 Item 12 – Brokerage Practices ...................................................................................................... 8 Item 13 – Review of Accounts ....................................................................................................... 9 Item 14 – Client Referrals and Other Compensation .................................................................... 10 Item 15 – Custody ....................................................................................................................... 10 Item 16 – Investment Discretion .................................................................................................. 10 Item 17 – Voting Client Securities ................................................................................................ 10 Item 18 – Financial Information ................................................................................................... 10 2  into a written advisory agreement with Stonebridge. Certain Item 4 – Advisory Business Stonebridge Financial Group, LLC (“Stonebridge”) was established to help individuals, families and business owners meet financial needs at every stage of life. Stonebridge provides investment management services through its Wealth Management program. Additionally, Stonebridge provides direct financial advice and recommendations through our Financial Consulting program. We also provide services to retirement plans through our Retirement Plan Advisory Services. Stonebridge is owned by Blair Martin and was registered in 2026 as an independent registered investment advisor. Wealth Management: Our services are designed to assist clients in meeting their unique financial goals through the use of financial investments. Stonebridge utilizes various securities, including but not limited to; stocks, bonds, mutual funds, exchange-traded funds (“ETF”), certificates of deposit, options, real estate investment trusts (REIT), preferred stock, structured notes, U.S Treasury bonds and other investment programs available through the custodian selected by the client. Please refer to Item 8 for information on risks associated with investments selected by Stonebridge. We may select or recommend a third-party money manager, sub-advisor or asset management program (collectively referred to as “Program”) to access separate and unaffiliated registered investment advisors (“Independent Managers”). These Independent Managers are available through Program’s provided by Charles Schwab & Co. (“Schwab”) or other third-party providers. In these situations, the Independent Managers will manage your assets on a discretionary basis. Clients may impose restrictions on purchasing various investments and we will tailor investment management based upon the individual needs of the client. Stonebridge will consider information provided by the client in determining the appropriate client objectives and risk tolerance. Clients receive ongoing portfolio construction, investment selection, monitoring, rebalancing, reporting and execution of trades on a discretionary basis, which means we will not obtain client’s consent before making trades. Incidental financial consulting is provided as needed in conjunction with Wealth Management and includes assisting clients with investment advice, financial goals and objectives analysis, as well as financial and retirement planning. However, not all Wealth Management clients will require or receive incidental financial consulting. It is possible that we may recommend or utilize alternative investments for clients. It is important for clients to know that alternative investments may create additional risks and be illiquid, meaning clients may be unable to sell the position. More information on the risks associated with alternative investments is discussed in Item 8. We also provide Wealth Management to certain broker/dealers’ customers (“Brokerage Customers”) who provide written consent requesting to receive the Advisor’s services. Brokerage Customers have Investment Adviser entered Representatives ("IARs") of Stonebridge are also registered representatives (“RR”) of Simplicity Investments (“Simplicity”), a securities broker-dealer unaffiliated with Stonebridge. This "dual registration" allows these individuals to offer both advisory services through our firm and brokerage services through Simplicity. Financial Consulting: Clients can engage Stonebridge solely for Financial Consulting, which can include a review or consultation for total portfolio and balance sheet guidance; financial planning, outside managers/service providers, debt management, cash flow & budgeting, financial and retirement planning, tax planning, estate planning, charitable giving, risk management or business consulting. It is important to know that economic and cyclical actions create different situations or demands, and client have different circumstances so not all of the above services will be provided to every Financial Consulting client. It is also important to know that no trading authority is granted to Stonebridge through stand-alone Financial Consulting. 3  Retirement Plan Advisory Services: We provide retirement plan consulting services to employer plan sponsors on an ongoing basis. Generally, such consulting services consist of assisting employer plan sponsors in establishing, monitoring, and reviewing their company's participant-directed retirement plan. As the needs of the plan sponsor dictate, areas of advising could include investment options, plan structure and participant education. Retirement Plan Advisory Services may include establishing an Investment Policy Statement, recommending or selecting investment options, development of asset allocation and portfolio construction and investment monitoring and non- fiduciary participant education. Any services provided under this program are under either ERISA Section 3(21) or Section 3(38) as designated by the Retirement Plan Advisory Agreement. Assets: As of April 17, 2026, we manage $895,995,473 on a discretionary basis. Additionally, we do not manage any assets under a sponsored wrap-fee program. Item 5 – Fees and Compensation The fee for Wealth Management is based on the amount of assets under management (“AUM”), as determined by the independent qualified custodian. Clients engage Stonebridge for Wealth Management by signing an advisory agreement (“Agreement”) that outlines our services, as well as a description of the fees charged (“Advisory Fees”). The Advisory Fees can be flat, fixed or based on a schedule as noted in the Agreement, but in no case does our annual fee exceed 1.5%. Advisory Fees will be charged quarterly and in advance, based on the value of the AUM at the beginning of the quarter. Accounts opened under the Agreement will be aggregated together for determining AUM during the billing process, which may provide the client a lower Advisory Fee rate. Advisory Fees we charge are separate and distinct from the fees and expenses charged by investments like mutual funds and ETFs. In these cases, the fees and expenses are described in each fund's prospectus or available through common financial websites. These fees will generally include a management fee, other fund expenses, and a possible distribution fee. It’s important to know that if a Program or Independent Manager is used, the fees charged by them will be separate and in addition to our Advisory Fee. Fees for Financial Consulting (“Consulting Fees”) are based on the arrangement and will be fixed as detailed in the Financial Consulting Agreement (“Consulting Agreement”). The Consulting Fees will not exceed $50,000 per engagement. Consulting Fees are due upon engagement or charged monthly in advance as noted in the Consulting Agreement. Financial Consulting fees can be paid by check, third- party payment programs, ACH or through any taxable account under a Wealth Management Advisory Agreement (if authorized by the client). Fees for Retirement Plan Advisory Services range from 0% to 1.5% and are fully described in the Retirement Plan Advisory Agreement the client signs to engage us. Retirement Plan Advisory Fees are paid by the custodian, record-keeper or trustee as authorized by the client in our Retirement Plan Advisory Agreement. The fee is typically charged quarterly and will be either in advance or arrears. In addition to our Advisor Fee, clients are also responsible for the transaction charges, fees and other expenses charged and imposed by the firm (“Custodian”) who holds the client assets. Advisory Fees may be negotiated, lowered or waived for family, friends or based upon the complexity level of the client situation. Clients provide us authorization to electronically debit our fees in the Agreement and custodial paperwork. Clients can cancel the Agreement for Wealth Management without any charges and penalties within 5 business days after contract execution. 4  In the event a client terminates our services Advisory Fees and Consulting Fees will be charged until the notice of termination is provided by the client. If terminated, we will rebate the unused portion of the Advisory Fee or Consulting Fee. Advisory Fees are electronically debited from client accounts. The value used to calculate the Advisory Fee will include all positions in the account, cash, dividends, accrued interest and interest payments unless specifically excluded in the Special Instructions section of the Agreement. If Alternative Investments are utilized, the value used for the fee calculation will be either the value of the original investment, the value as reported by the issuer or as provided by third-party valuation pricing services. It is important to know that the billing value of the Alternative Investment may be different from the liquidation value of the investment. Some Representatives may be licensed to sell insurance products. This can create a conflict to obtain a commission that the Client should understand. We hold to our fiduciary responsibility to provide recommendations in the best interest of the Client. If Clients elect to act on any of the recommendations, they are under no obligation to affect the transactions through us. IARs who are dually registered as RRs of Simplicity may receive commission-based compensation for the purchase or sale of securities (including mutual fund sales charges and 12b-1 fees) or other investment products. The receipt of commissions creates a financial incentive for your IAR to recommend investment products based on the compensation received, rather than on your specific needs. Clients are under no obligation to purchase securities or insurance products through our IARs or their affiliated broker-dealer. Clients may choose to implement recommendations through any broker- dealer of their choosing. Item 6 – Performance-Based Fees and Side-By-Side Management We do not receive any performance-based fees, nor do we offer side-by-side management of assets. Item 7 – Types of Clients We provide services to individuals, trusts, estates, charitable organizations (non-profits), broker- dealers, corporations, associations and other business entities (such as limited liability companies, networks or limited partnerships). Item 8 – Methods of Analysis, Investment Strategies and Risk of Loss Methods of Analysis: While the methods of analysis are constantly evolving, many decisions and recommendations are made using the methods noted below. It is important to know that all methods of analysis are subject to being inaccurate in their projection, deduction, or direction—which could result in the Risk of Loss as discussed later in this section. Quantitative Analysis: An analysis technique that seeks to understand behavior by using complex mathematical and statistical modeling, measurement, and research. By assigning a numerical value to variables, quantitative analysts try to replicate reality mathematically. Some believe that it can also be used to predict real-world events, such as changes in the share price. Qualitative Analysis: Securities analysis that uses subjective judgment based on non-quantifiable information, such as management expertise, industry cycles, strength of research and development, and labor relations. This type of analysis technique is different from quantitative analysis, which focuses on numbers. The two techniques, however, are often used together. Modern Portfolio Theory: Is the process of maximizing the expected return of the portfolio for a given amount of portfolio risk. Charting: Includes the review of charts of market and security activity to identify when the market is moving up or down and to predict how long the trend may last and when that trend might reverse. 5  Investment Strategies: We construct client portfolios using a wide variety of investments, including stocks, bonds, certificates of deposit, ETFs, mutual funds, closed end funds, unit investment trusts, structured notes, options and other investments available through the brokerage firm where client assets are held in custody. While we typically will not include option strategies for portfolios we manage, there may be situations where clients transfer in previously purchased or received options and we will work with the client to dispose of or incorporate the options into their overall investment allocation. Additionally, the portion of cash that is included in the asset allocation is included in the advisory fees. We also use various investment strategies: Long Term Purchases – investments purchased with the expectation to hold the position over a long period of time, typically longer than one year. In addition to the Risk of Loss discussed below, long-term investing has the risk of losing value or returns not being enough to reach financial goals. Short Term Purchases – investments purchased with the expectation that they will be quickly sold within a short time-period. These investments have the risk of additional taxation and trade cost impacting performance. Margin Transactions – a transaction where the client would borrow money to purchase a security and the underlying position is used as collateral on the loan. Risks of margin could include magnified losses in the event of poor performance. Options – an investment that involves buying or selling a right to purchase or sell a security at a specific price for a specified time. The risk of trading or investing in options includes the expiration of the option with no value, or thinly traded markets which could impact the liquidity of the investment. It should be known that frequent trading can affect investment performance through increased brokerage and other transaction costs and taxes. Risk Information: Investing in all types of investments has various risks and all investments have the risk of losing value that clients should be prepared to bear. Some investments for fixed income have the risk of defaulting on interest or principal payments. Investors are also faced with the risk that inflation will outpace the returns of the investment, which lowers the purchasing power of that investor. Rebalancing a portfolio may cause taxable events, which could raise the client’s taxes. Investing in options incurs the risk of the option expiring as well as going down in value. Accounts holding a large cash position risks underperforming other investments that are experiencing higher returns. It is important clients understand that there are numerous risks associated with their investments. If used, Independent Managers may under-perform in their selection of the underlying investments which are subject to the risks noted above. Additional risks include the inaccurate assumptions used in financial projections that could impair the results of a financial plan. Clients must understand that it is impossible to completely predict or project variables that go into Financial Consulting, such as investment returns, inflation, etc. All Financial Consulting bears the risk that the advice provided may be inaccurate. We recommend that clients discuss any concerns directly with us. Investing in non- traded REITS incurs the risk of loss, as well as a lack of liquidity. Alternative investments, unlike traditional investments such as stocks and bonds, involve a greater degree of risk and are suitable only for clients who: have a thorough understanding of the risks involved; are willing to accept potentially high losses; have the financial resources to withstand a potential loss of their entire investment; have long-term investment horizons. Additionally, Alternative investments have a high degree of illiquidity, meaning that clients cannot sell all or part of their holdings at any time. Alternative investments require a long-term or indefinite holding period. So, it is important to fully understand the liquidity provisions of the investment prior to purchasing the same. We also help clients through complex and emotional issues that have uncertain and unpredictable outcomes. We strive to provide comprehensive information and assistance to help clients make wise and thoughtful decisions. However, it is important that all clients know we cannot foresee all situations and results may differ significantly from our initial and ongoing analysis. Except where specifically assigned to us, the clients retain the ultimate authority for all decision-making and outcomes. 6  Item 9 – Disciplinary Information Neither Stonebridge Financial Group, LLC, nor any affiliated persons have any disciplinary history. Item 10 – Other Financial Industry Activities and Affiliations As noted above, some Representatives are also licensed to sell insurance or affiliated as a registered representative of a broker-dealer and may receive commissions from the sales of insurance products such as life, disability, and fixed annuities or brokerage products. Should a client wish to purchase insurance or brokerage products from the Representatives with assets that are not advisory assets, the client will pay the premium or commission on those assets that are separate and distinct from any Advisory Fee. This could create a conflict for the Representative to sell a product to make a commission—but in all cases the client interests must be placed before ours. As noted above, we have agreement(s) with broker-dealers to provide Wealth Management to Brokerage Customers. In this situation, the broker-dealer pays us compensation for providing investment advisory services to Brokerage Customers as authorized by a written advisory agreement. This relationship presents conflicts of interest. Potential conflicts are mitigated by Brokerage Customers consenting to receiving investment advisory services from us; by us not accepting or billing for additional compensation on broker-dealers’ assets under management beyond the advisory fees disclosed in Item 5; and by us not engaging as, or holding itself out to the public as, a securities broker- dealer. We are not affiliated with any broker-dealer, except where individuals are registered representatives as noted above. As previously noted in Item 4, several of our IARs are dually registered as registered representatives of Simplicity, and these individuals may receive commission-based compensation for the purchase or sale of securities (including mutual fund sales charges and 12b-1 fees) or other investment products. The receipt of commissions creates a financial incentive for your IAR to recommend investment products based on the compensation received, rather than on your specific needs. Clients are under no obligation to purchase securities or insurance products through our IARs or their affiliated broker- dealer. Clients may choose to implement recommendations through any broker-dealer of their choosing. Simplicity Investments is a member of FINRA/SIPC. In this capacity, they may provide securities brokerage services and receive separate, custom compensation. This relationship presents a conflict of interest, as an IAR, acting in the capacity of an RR, may have an incentive to recommend that a client transition assets to a brokerage account at Simplicity to generate commissions, or conversely, to an advisory account to generate ongoing fees. To address these conflicts, we are fiduciaries and are required to act in your best interest. We provide this Brochure and the Relationship Summary (Form CRS) to ensure you understand the different ways we are compensated. 7  Item 11 – Code of Ethics, Participation or Interest in Client Transactions and Personal Trading We have implemented policies and procedures to govern our employees and to mitigate the conflicts of interest we encounter when providing our advisory services to clients. These include: • A Code of Ethics that each employee is required to review and sign an acknowledgement of receipt and understanding (upon hire, and annually); • Prohibitions on the misuse of material non-public information; • Prohibitions to place their interests in front of clients. • Personal securities trading policies and procedures (governing not only our employee but also the members of their household and any other securities or brokerage accounts where they have beneficial ownership of with a spouse, family member or other person). Employees are not allowed to: o Trade on inside information o “Front-run” or trade in anticipation of client transactions. o Trade or participate in any activity prohibited under the federal securities laws. We strive to achieve the highest ethical and fiduciary standards (in dealing with clients, the public, vendors, prospective clients and each other). As a fiduciary, we have an affirmative duty to act with integrity, competence, and care; this includes disclosing all potential and actual conflicts of interest. We perform services for various other clients. We do not have any material financial interest in recommended securities outside of situations noted in this section. We may give advice or take actions for our clients that differ from the advice given to other clients. Our firm and its “related persons” may buy or sell securities like, or different from, those we recommend to clients for their accounts. To reduce or eliminate certain conflicts of interest involving the firm or personal trading, our policy may require that we restrict or prohibit associates’ transactions in specific reportable securities transactions. We maintain the required personal securities transaction records per regulation. Principals and supervised persons of our firm may also invest in securities at the same time, before, or after clients. To reduce or eliminate certain conflicts of interest involving the firm or personal trading, our policy may require that we restrict or prohibit associates’ transactions in specific securities transactions. As mentioned above, we maintain the required personal securities transaction records per regulation. The timing or nature of any action taken for all clients or other sponsors may also vary. For more information or to request a copy of our Code of Ethics, please contact us at (415) 461-4961. Item 12 – Brokerage Practices For Investment Management Individual Accounts, we will likely recommend Schwab as the Custodian for assets, although the client is ultimately responsible for selecting the Custodian. We receive certain services and economic benefits from the Custodian that are typically not offered to retail investors. These benefits are provided to us for utilizing their custodial and brokerage services for our clients’ accounts. Schwab is making direct payments to third-party providers for technology, legal and compliance services. The benefits we receive also include, but are not limited to, trading costs, electronic access to trading and client accounts, discounts or payments for software, historical relationship with us, execution capabilities, reputation, financial strength, products and services, compliance, research and technology and other operational support that may benefit us, but not the client. Transfer fees charged by the previous custodian can be reimbursed by the Custodian directly to client accounts. 8  This arrangement presents a conflict of interest because the economic benefits we receive from Custodian may influence our recommendation to clients to use their services, rather than a custodian that may charge less or offer different services. Our decision to recommend the Custodian is based on a range of factors, including the services, technology, and support it provides, which we believe ultimately assists us in delivering efficient advisory services to our clients. We address this conflict by disclosing the arrangement to you in this brochure. We always uphold our fiduciary duty to seek the best overall combination of value, service, and price for your account. You are not required to use Schwab as your custodian; however, if you choose another custodian, we may not be able to provide all our services, or the services may be less efficient. In all cases, we must place the interests of the client in front of our own. If clients select an alternative broker-dealer for their assets, they may pay a higher commission, and it would prohibit us from block trading. We do not receive client referrals from any custodian or third parties. Some client portfolios may be traded on models, but it is possible that rebalancing/trading accounts are done so randomly, which could result in clients holding different positions and receiving higher or lower prices than other accounts with similar investment objectives. It may be possible for employees to buy or sell securities in their personal accounts that were also purchased in the client account. By not aggregating or block trading through model trading, clients may receive different execution prices than other clients with similar objectives. However, in the event we enter a block (aggregated) trade and we receive a partial allocation, then all clients would receive a pro-rata allocation. As noted earlier we have a strict policy against using the trade flow of clients to economically benefit us or our employees. IARs who are RRs with Simplicity may receive benefits (such as research, hardware, or software), these benefits are not typically based on the volume of execution for our clients utilizing Simplicity. However, the availability of these services provides a further incentive for us to recommend that you use Simplicity for execution for brokerage products. You are under no obligation to purchase products through the RR or Simplicity. Item 13 – Review of Accounts Client accounts are reviewed on a regular basis, typically on a quarterly basis. However, clients may request more frequent reviews. There are many factors that might bring about a review of accounts, including regular review dates, supervision reviews, economic changes, political disruptions or other market activity. We encourage clients to carefully review the written reports we provide as well as the statements provided by the Custodian. Clients should rely on the statement for the actual value of the account. We may also provide clients with reports which may have a different value than statements provided by the Custodian. This difference could be due to trade date versus settlement date reconciliations, accrued interest, or the exclusion of a position that is not included in management or billing. Also, we encourage clients to contact their Custodian immediately if they do not receive their statement directly from the Custodian. For further information on any billing information contained in your reports, please refer to Item 5 of this document as well as the Advisory Agreement. Supervision of the firm is the responsibility of the Chief Compliance Officer or their assignees. The review includes the performance of the accounts and positions. It is critical that clients report any changes in their financial situation so we can ensure they are invested properly. If you have any questions on the supervision or review of accounts, please call (415) 461-4961. 9  Item 14 – Client Referrals and Other Compensation As mentioned earlier, we receive certain indirect benefits from the Custodian. We may also receive additional non-monetary compensation from various vendors, product providers, distributors, and others. These providers may provide compensation by paying some expenses related to training and education, including travel expenses, and attaining professional designations. We might receive payments to subsidize our own training programs. Certain vendors may invite us to participate in conferences, on-line training or receive publications that may further our skills and knowledge. Some may occasionally provide us with gifts, meals, and entertainment of reasonable value consistent with industry rules and regulations. However, we do not receive or pay any compensation, directly or indirectly, for client referrals. Item 15 – Custody As noted in the Advisory Agreement signed by the client, we take custody when we deduct our advisory fee directly from client accounts. Additionally, we are reporting custody on certain accounts where the client has requested the ability to electronically transfer assets to a third-party through a standing limited power of attorney (known as a SLOA). Although we do not have any relationship, affiliation or share an address with any of the third parties, we are following SEC guidelines to report having custody of these assets. Item 16 – Investment Discretion Clients engage us on a discretionary basis by executing the Agreement, granting full authority to buy, sell, or otherwise effect investment transactions in the accounts. Clients may note investment restrictions on the special instructions section of the Agreement, by email or in writing. Item 17 – Voting Client Securities We do not vote proxies on behalf of clients. Clients will receive all proxy voting materials directly from the custodian. The client maintains exclusive responsibility for voting all proxies generated from the securities, although we are available to assist with any questions. Item 18 – Financial Information We do not have any financial issue or situation that would impair our ability to deliver services to our clients. Nor has the firm or any principal shareholders filed bankruptcy. Additionally, we do not require prepayment of advisory fees more than $1,200 per client, six months or more in advance. 10