Stonebridge Wealth Management LLC

Item 1: Cover Page Stonebridge Wealth Management, LLC Form ADV Part 2A Brochure Address: 1010 Jorie Blvd., #144 Oak Brook, IL 60523 Phone: (630) 230-1830 Email: cplahm@stonebridgewm.com Website: www.stonebridgewm.com This brochure provides information about the qualifications and business practices of Stonebridge Wealth Management, LLC. If you have any questions about the contents of this brochure, please contact us at the telephone number or email address listed above. 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. Stonebridge Wealth Management, LLC is a registered investment adviser, but registration does not imply a certain level of skill or training. Additional information about Stonebridge Wealth Management, LLC is also available on the SEC’s website at www.adviserinfo.sec.gov and by searching for CRD# 285693. Page 1 of 32 Date of Brochure: February 23, 2026  Item 2: Material Changes In this Item, Stonebridge Wealth Management, LLC is required to identify and discuss material changes since its last annual amendment. Since filing its last annual amendment on March 21, 2025, there have been no material changes to report. Page 2 of 32 Date of Brochure: February 23, 2026  Item 3: Table of Contents Item 1: Cover Page Item 2: Material Changes Item 3: Table of Contents Item 4: Advisory Business Item 5: Fees and Compensation Item 6: Performance-Based Fees & Side-By-Side Management Item 7: Types of Clients Item 8: Methods of Analysis, Investment Strategies & Risk of Loss Item 9: Disciplinary Information Item 10: Other Financial Industry Activities & Affiliations Item 11: Code of Ethics, Participation or Interest in Client Transactions & Personal Trading Item 12: Brokerage Practices Item 13: Review of Accounts Item 14: Client Referrals and Other Compensation Item 15: Custody Item 16: Investment Discretion Item 17: Voting Client Securities Item 18: Financial Information 1 2 3 4 7 9 10 11 17 18 20 22 27 28 29 30 31 32 Page 3 of 32 Date of Brochure: February 23, 2026  Item 4: Advisory Business A. Stonebridge Wealth Management, LLC (“Stonebridge” and/or “the firm”) is an Illinois limited liability company. The firm is jointly owned by William Laipple and Christopher Plahm. Stonebridge offers investment advisory and financial planning services to its clients. B. Adviser Stonebridge is an independent asset management and financial planning firm offering a variety of financial services to individuals including high-net worth individuals, trusts, corporations, partnerships, tax exempt, and other legal entities. i. For its investment management services, Stonebridge receives a limited power of attorney to effect securities transactions on behalf of its clients that include securities and strategies described in Item 8 of this brochure. Stonebridge’s investment management services are predicated on the client’s investment objectives, goals, tolerance for risk, and other personal and financial circumstances. Stonebridge will analyze each client’s current investments, investment objectives, goals, age, time horizon, financial circumstances, investment experience, investment restrictions and limitations, and risk tolerance and implement a portfolio consistent with such investment objectives, goals, risk tolerance and related financial circumstances. Stonebridge’s objective is to review the client’s tax, financial, and estate planning objectives and goals in connection with the client’s investment objectives, goals, tolerance for risk, and other personal and financial circumstances and make appropriate recommendations and implementations decisions. Stonebridge may engage third-party service providers to assist with the tax and estate planning portion of the services provided to clients. In addition, Stonebridge may utilize third-party software to analyze individual security holdings and separate account managers utilized within the client’s portfolio. Stonebridge’s investment advisory services to clients take into account a client’s personal financial circumstances, investment objectives and tolerance for risk (e.g., cash-flow, tax and estate.) Stonebridge’s engagement with a client will include, as appropriate, the following: ▪ Providing assistance in reviewing the client’s current investment portfolio against the client’s personal and financial circumstances as disclosed to Stonebridge in response to a questionnaire and/or in discussions with the client and reviewed in meetings with Stonebridge. ▪ Analyzing the client’s financial circumstances, investment holdings and strategy, and goals. ▪ Providing assistance in identifying a targeted asset allocation and portfolio ▪ design. Implementing and/or recommending individual equity and fixed income securities, ETFs, and independent third-party investment managers. ▪ Proposing changes in the client’s investment portfolio in consideration of changes in the client’s personal circumstances, investment objectives and tolerance for risk, the performance record of any of the clients’ investments, and/or the performance of any fund retained by the client. In addition to providing Stonebridge with information regarding their personal financial circumstances, investment objectives and tolerance for risk, clients are required to provide the firm with any reasonable investment restrictions that should be imposed on the management of their portfolio, and to promptly notify the firm of any changes in such Page 4 of 32 Date of Brochure: February 23, 2026  restrictions or in the client’s personal financial circumstances, investment objectives, goals and tolerance for risk. Stonebridge will remind clients of their obligation to inform the firm of any such changes or any restrictions that should be imposed on the management of the client’s account. Stonebridge will also contact clients at least annually to determine whether there have been any changes in a client’s personal financial circumstances, investment objectives and tolerance for risk. ii. Clients will receive a written or oral report (depending on the client’s preference) providing a basic financial plan designed to help achieve their stated financial goals and objectives. Based on the client’s needs, financial planning services may include (but are not limited to) the following: ▪ Preparation of a recommended asset allocation that serves to diversify the client’s portfolio among different categories of investments, such as domestic and international small, medium, and large capitalization securities; corporate and government fixed income (short-, intermediate-, and long-term maturities); emerging market securities (i.e., foreign issuers); real estate investment trusts; and such other alternative asset categories that are suitable in light of the client’s investment goals, objectives, and risk tolerance. ▪ Preparation of an investment policy statement setting forth the client’s investment plan, with specific direction in terms of diversification requirements, tax issues, estate planning issues, risk tolerance, retirement, and other identified objectives of the client, including a targeted rate-of-return objective. ▪ Preparation of a retirement plan that serves to identify whether the client is saving enough and investing in a way that meets retirement objectives in light of the client’s financial circumstances and risk tolerance. ▪ Preparation of cash flow projections to ensure that the client can meet daily living ▪ expenses and obligations. Insurance planning to meet the needs of the client, taking into account family, business, and other financial objectives of the client. ▪ General family office and business consulting: ● Retirement objectives ● Philanthropy ● Estate planning ● Wealth transition ● Business succession and related issues ● Recommendation of third-party managers for use by the client Stonebridge gathers required information through in-depth personal interviews and questionnaires. Information gathered includes a client’s current financial status, investment objectives, future goals, and attitudes toward risk. Related documents supplied by the client are carefully reviewed, and a report is prepared covering one or more of the above-mentioned topics as directed by the client. C. Each client’s account will be managed on the basis of the client’s financial situation and investment objectives and in accordance with any reasonable restrictions imposed by the client on the management of the account – for example, restricting the type or amount of security to be purchased in the portfolio. D. Stonebridge offers a wrap fee in which its investment management services are offered for one all-inclusive fee. Please refer to Appendix 1 of Part 2A: Stonebridge Wrap Fee Program Brochure. Page 5 of 32 Date of Brochure: February 23, 2026  E. When we provide investment advice to you regarding your retirement plan account or individual retirement account, we are fiduciaries within the meaning of Title I of the Employee Retirement Income Security Act (“ERISA”) and/or the Internal Revenue Code (the “Code”), as applicable, which are laws governing retirement accounts. The way we make money creates some conflicts with your interests, so we operate under a special rule that requires us to act in your best interest and not put our interest ahead of yours. Under this special rule’s provisions, we must: i. Meet a professional standard of care when making investment recommendations (give ii. iii. iv. prudent advice); Never put our financial interests ahead of yours when making recommendations (give loyal advice); Avoid misleading statements about conflicts of interest, fees, and investments; Follow policies and procedures designed to ensure that we give advice that is in your best interest; Charge no more than is reasonable for our services; and v. vi. Give you basic information about conflicts of interest. F. As of December 31, 2025, Stonebridge has $283,279,167 in discretionary assets under management. Page 6 of 32 Date of Brochure: February 23, 2026  Item 5: Fees and Compensation A. The maximum annual fee charged for investment management will not exceed 1.50%. Fees to be assessed will be outlined in the advisory agreement to be signed by the Client. Annualized fees are billed on a pro-rata basis quarterly in advance based on the value of the account(s) on the last day of the previous quarter. Fees are negotiable and will be deducted from client account(s). Adjustments will be made for deposits of $100,000 and greater during the quarter. In rare cases, our firm will agree to directly invoice. As part of this process, Clients understand the following: i. The client’s independent custodian sends statements at least quarterly showing the market values for each security included in the Assets and all account disbursements, including the amount of the advisory fees paid to our firm; ii. Clients will provide authorization permitting our firm to be directly paid by these terms. Our firm will send an invoice directly to the custodian; and iii. If our firm sends a copy of our invoice to the client, a legend urging the comparison of information provided in our statement with those from the qualified custodian will be included. Stonebridge offers either hourly or fixed fee arrangements for financial planning services. At the firm’s discretion, the firm may include financial planning services to clients with a minimum number of assets under management at no additional charge. Financial planning fees will be billed at the rate of $500 per hour, or a fixed fee mutually agreed upon by the client and Stonebridge. Depending upon the complexity of the situation and the needs of the client, the fixed fee for creating client financial plans typically ranges between $1,500 and $10,000; Stonebridge will provide the prospective client with an estimate of the fixed charges prior to finalizing the financial planning agreement. Estimates will be based upon a good faith estimate of the number of hours to complete the assignment multiplied by the hourly rate and re- evaluated at a later point as discussed above. The client will be billed directly for such services in arrears. Invoices will be mailed out on a periodic basis reflecting completed work performed. B. Non-Wrap Clients will incur transaction fees for trades executed by their chosen custodian, via individual transaction charges. These transaction fees are separate from our firm’s advisory fees and will be disclosed by the chosen custodian. Charles Schwab & Co., Inc. (“Schwab”) does not charge transaction fees for U.S. listed equities and exchange traded funds. Clients may also pay holdings charges imposed by the chosen custodian for certain investments, charges imposed directly by a mutual fund, index fund, or exchange traded fund, which shall be disclosed in the fund’s prospectus (i.e., fund management fees, initial or deferred sales charges, mutual fund sales loads, 12b-1 fees, surrender charges, variable annuity fees, IRA and qualified retirement plan fees, and other fund expenses), mark-ups and mark-downs, spreads paid to market makers, fees for trades executed away from custodian, wire transfer fees and other fees and taxes on brokerage accounts and securities transactions. Our firm does not receive a portion of these fees. Wrap clients will not incur transaction costs for trades by their chosen custodian. C. Either party may terminate the advisory agreement signed with our firm for Investment Management services in writing at any time. Upon notice of termination our firm will process a pro-rata refund of the unearned portion of the advisory fees charged in advance. Page 7 of 32 Date of Brochure: February 23, 2026  Financial Planning & Consulting clients may terminate their agreement at any time before the delivery of a financial plan by providing written notice. For purposes of calculating refunds, all work performed by us up to the point of termination shall be calculated at the hourly fee currently in effect. Clients will receive a pro-rata refund of unearned fees based on the time and effort expended by our firm. D. Representatives of our firm are registered representatives of APW Capital, Inc., (“APW”), member FINRA/SIPC. As such they are able to accept compensation for the sale of securities or other investment products, including distribution or service (“trail”) fees. Clients should be aware that the practice of accepting commissions for the sale of securities presents a conflict of interest and gives our firm and/or our representatives an incentive to recommend investment products based on the compensation received. Our firm generally addresses commissionable sales conflicts that arise when explaining to clients these sales create an incentive to recommend based on the compensation to be earned and/or when recommending commissionable mutual funds, explaining that “no-load” funds are also available. Our firm does not prohibit clients from purchasing recommended investment products through other unaffiliated brokers or agents. Non-Wrap Clients will incur transaction fees for trades executed by their chosen custodian via individual transaction charges. These transaction fees are separate from our firm’s advisory fees and will be disclosed by the chosen custodian. Schwab does not charge transaction fees for U.S. listed equities and exchange traded funds. Page 8 of 32 Date of Brochure: February 23, 2026  Item 6: Performance-Based Fees & Side-By-Side Management Neither Stonebridge nor any of its supervised persons accepts performance-based fees (fees based on a share of capital gains or capital appreciation of the assets of a client). Page 9 of 32 Date of Brochure: February 23, 2026  Item 7: Types of Clients Stonebridge offers its investment services to various types of clients, including high-net-worth individuals, trusts, corporations, partnerships, tax exempt, and other legal entities. Stonebridge generally requires a minimum account size of $500,000, which is subject to negotiation at the sole discretion of Stonebridge. Page 10 of 32 Date of Brochure: February 23, 2026  Item 8: Methods of Analysis, Investment Strategies & Risk of Loss A. Stonebridge uses a variety of sources of data to conduct its economic, investment and market analysis, such as financial newspapers and magazines, economic and market research materials prepared by others, conference calls hosted by fund managers, corporate rating services, annual reports, prospectuses, and company press releases. It is important to keep in mind that there is no specific approach to investing that guarantees success or positive returns; investing in securities involves risk of loss that clients should be prepared to bear. Stonebridge and its investment adviser representatives are responsible for identifying and implementing the methods of analysis used in formulating investment recommendations to clients. The methods of analysis may include quantitative methods for optimizing client portfolios, computer-based risk/return analysis, technical analysis, and statistical and/or computer models utilizing long-term economic criteria. ● Quantitative methods include analysis of historical data such as price and volume statistics, performance data, standard deviation and related risk metrics, how the security performs relative to the overall stock market, earnings data, price to earnings ratios, and related data. ● Technical analysis involves charting price and volume data as reported by the exchange where the security is traded to look for price trends. ● Qualitative analysis uses subjective judgment based on unquantifiable information, such as management expertise, industry cycles, strength of research and development, and labor relations. Qualitative analysis contrasts with quantitative analysis, which focuses on numbers that can be found on reports such as balance sheets. The two techniques, however, will often be used together in order to examine a company's operations and evaluate its potential as an investment opportunity. Qualitative analysis deals with intangible, inexact concerns that belong to the social and experiential realm rather than the mathematical one. This approach depends on the kind of intelligence that machines (currently) lack, since things like positive associations with a brand, management trustworthiness, customer satisfaction, competitive advantage and cultural shifts are difficult, arguably impossible, to capture with numerical inputs. A risk in using qualitative analysis is that subjective judgment may prove incorrect. In addition, Stonebridge reviews research material prepared by others, as well as corporate filings, corporate rating services, and a variety of financial publications. Stonebridge may employ outside vendors or utilize third-party software to assist in formulating investment recommendations to clients. Stonebridge generally recommends separate account managers to manage client assets as well as direct investments into ETFs and individual securities (including fixed income instruments). Stonebridge may also assist the client in selecting one or more appropriate manager(s) for all or a portion of the client’s portfolio. Such managers will typically manage assets for clients who commit to the manager a minimum amount of assets established by that manager—a factor that Stonebridge will take into account when recommending managers to clients. A description of the criteria to be used in formulating an investment recommendation for ETFs, individual securities (including fixed-income securities), managers, and pooled investment vehicles is set forth below. Page 11 of 32 Date of Brochure: February 23, 2026  Stonebridge has formed relationships with third-party vendors that ● provide a technological platform for separate account management ● prepare performance reports ● perform or distribute research of individual securities ● perform billing and certain other administrative tasks Stonebridge may utilize additional independent third parties to assist it in recommending and monitoring individual securities, managers and pooled investment vehicles to clients as appropriate under the circumstances. Stonebridge reviews certain quantitative and qualitative criteria related to ETFs and managers and to formulate investment recommendations to its clients. Quantitative criteria may include ● the performance history of a mutual fund or manager evaluated against that of its peers and other benchmarks ● an analysis of risk-adjusted returns ● an analysis of the manager’s contribution to the investment return (e.g., manager’s alpha), standard deviation of returns over specific time periods, sector and style analysis ● the fund, sub-advisor or manager’s fee structure ● the relevant portfolio manager’s tenure Qualitative criteria used in selecting/recommending ETFs or managers include the investment objectives and/or management style and philosophy of an ETF or manager; an ETF or manager’s consistency of investment style; and employee turnover and efficiency and capacity. Quantitative and qualitative criteria related to ETFs and managers are reviewed by Stonebridge on a quarterly basis or such other interval as appropriate under the circumstances. In addition, ETFs or managers are reviewed to determine the extent to which their investments reflect efforts to time the market, or evidence style drift such that their portfolios no longer accurately reflect the particular asset category attributed to the mutual fund or manager by Stonebridge (both of which are negative factors in implementing an asset allocation structure). Stonebridge may negotiate reduced account minimum balances and reduced fees with managers under various circumstances (e.g., for clients with minimum level of assets committed to the manager for specific periods of time, etc.). There can be no assurance that clients will receive any reduced account minimum balances or fees, or that all clients, even if apparently similarly situated, will receive any reduced account minimum balances or fees available to some other clients. Also, account minimum balances and fees may significantly differ between clients. Each client’s individual needs and circumstances will determine portfolio weighting, which can have an impact on fees given the funds or managers utilized. Stonebridge will endeavor to obtain equal treatment for its clients with funds or managers, but cannot assure equal treatment. Stonebridge will regularly review the activities of ETFs and managers utilized for the client. Clients that engage managers or who invest in ETFs should first review and understand the disclosure documents of those managers or ETFs, which contain information relevant to such retention or investment, including information on the methodology used to analyze securities, Page 12 of 32 Date of Brochure: February 23, 2026  investment strategies, fees and conflicts of interest. Similarly, clients qualified to invest in pooled investment vehicles should review the private placement memorandum or other disclosure materials relating to such vehicles before making a decision to invest. Stonebridge typically invests in ETFs for the vast majority of its clients. However, for certain clients, Stonebridge may effect transactions in the following types of securities: ● Equity securities ● Warrants and rights ● Fixed income securities ● Municipal securities ● Private placements ● Pooled investment vehicles ● Structured products ● Corporate debt obligations ● Variable annuities ● REITs Investing in individual companies involves inherent risk. The major risks relate to the company’s capitalization, quality of the company’s management, quality and cost of the company’s services, the company’s ability to manage costs, efficiencies in the manufacturing or service delivery process, management of litigation risk, and the company’s ability to create shareholder value (i.e., increase the value of the company’s stock price). Foreign securities, in addition to the general risks of equity securities, have geopolitical risk, financial transparency risk, currency risk, regulatory risk and liquidity risk. Warrants are securities, typically issued with preferred stock or bonds that give the holder the right to purchase a given number of shares of common stock at a specified price and time. The price of the warrant usually represents a premium over the applicable market value of the common stock at the time of the warrant’s issuance. Warrants have no voting rights with respect to the common stock, receive no dividends and have no rights with respect to the assets of the issuer. Investments in warrants and rights involve certain risks, including the possible lack of a liquid market for the resale of the warrants and rights, potential price fluctuations due to adverse market conditions or other factors and failure of the price of the common stock to rise. If the warrant is not exercised within the specified time period, it becomes worthless. Investing in mutual funds carries inherent risk. The major risks of investing in a mutual fund include the quality and experience of the portfolio management team and its ability to create fund value by investing in securities that have positive growth, the amount of individual company diversification, the type and amount of industry diversification, and the type and amount of sector diversification within specific industries. In addition, mutual funds tend to be tax inefficient and therefore investors may pay capital gains taxes on fund investments while not having yet sold the fund. ETFs are investment companies whose shares are bought and sold on a securities exchange. An ETF holds a portfolio of securities designed to track a particular market segment or index. Some examples of ETFs are WisdomTree, SPDRs®, streetTRACKS®, DIAMONDSSM, NASDAQ 100 Index Tracking StockSM (“QQQsSM”) iShares® and VIPERs®. The funds could purchase an ETF to gain exposure to a portion of the U.S. or foreign market. The funds, as a shareholder of another investment company, will bear their pro-rata portion of the other investment company’s advisory fee and other expenses, in addition to their own expenses. Page 13 of 32 Date of Brochure: February 23, 2026  Investing in ETFs involves risk. Specifically, ETFs, depending on the underlying portfolio and its size, can have wide price (bid and ask) spreads, thus diluting or negating any upward price movement of the ETF or enhancing any downward price movement. Also, ETFs require more frequent portfolio reporting by regulators and are thereby more susceptible to actions by hedge funds that could have a negative impact on the price of the ETF. Certain ETFs may employ leverage, which creates additional volatility and price risk depending on the amount of leverage utilized, the collateral and the liquidity of the supporting collateral. Further, the use of leverage (i.e., employing the use of margin) generally results in additional interest costs to the ETF. Certain ETFs are highly leveraged and therefore have additional volatility and liquidity risk. Volatility and liquidity can severely and negatively impact the price of the ETF’s underlying portfolio securities, thereby causing significant price fluctuations of the ETF. Fixed income securities carry additional risks than those of equity securities described above. These risks include the company’s ability to retire its debt at maturity, the current interest rate environment, the coupon interest rate promised to bondholders, legal constraints, jurisdictional risk (U.S or foreign) and currency risk. If bonds have maturities of ten years or greater, they will likely have greater price swings when interest rates move up or down. The shorter the maturity the less volatile the price swings. Foreign bonds have liquidity and currency risk. Municipal securities carry additional risks than those of corporate and bank-sponsored debt securities described above. These risks include the municipality’s ability to raise additional tax revenue or other revenue (in the event the bonds are revenue bonds) to pay interest on its debt and to retire its debt at maturity. Municipal bonds are generally tax free at the federal level, but may be taxable in individual states other than the state in which both the investor and municipal issuer is domiciled. Private placements carry significant risk in that companies using the private placement market conduct securities offerings that are exempt from registration under the federal securities laws, which means that investors do not have access to public information and such investors are not provided with the same amount of information that they would receive if the securities offering was a public offering. Moreover, many companies using private placements do so to raise equity capital in the start-up phase of their business, or require additional capital to complete another phase in their growth objective. In addition, the securities issued in connection with private placements are restricted securities, which means that they are not traded on a secondary market, such as a stock exchange, and they are thus illiquid and cannot be readily converted to cash. A pooled investment vehicle, such as a commodity pool or investment company, is generally offered only to investors who meet specified suitability, net worth and annual income criteria. Pooled investment vehicles sell securities through private placements and thus are illiquid and subject to a variety of risks that are disclosed in each pooled investment vehicle’s confidential private placement memorandum or disclosure document. Investors should read these documents carefully and consult with their professional advisors prior to committing investment dollars. Because many of the securities involved in pooled investment vehicles do not have transparent trading markets from which accurate and current pricing information can be derived, or in the case of private equity investments where portfolio security companies are privately held with no publicly traded market, the firm will be unable to monitor or verify the accuracy of such performance information. Structured products are designed to facilitate highly customized risk-return objectives. While structured products come in many different forms, they typically consist of a debt security that is structured to make interest and principal payments based upon various assets, rates or formulas. Many structured products include an embedded derivative component. Structured products may Page 14 of 32 Date of Brochure: February 23, 2026  be structured in the form of a security, in which case these products may receive benefits provided under federal securities law, or they may be cast as derivatives, in which case they are offered in the over-the-counter market and are subject to no regulation. Investment in structured products includes significant risks, including valuation, liquidity, price, credit and market risks. One common risk associated with structured products is a relative lack of liquidity due to the highly customized nature of the investment. Moreover, the full extent of returns from the complex performance features is often not realized until maturity. As such, structured products tend to be more of a buy-and-hold investment decision rather than a means of getting in and out of a position with speed and efficiency. Another risk with structured products is the credit quality of the issuer. Although the cash flows are derived from other sources, the products themselves are legally considered to be the issuing financial institution's liabilities. The vast majority of structured products are from high investment grade issuers only. Also, there is a lack of pricing transparency. There is no uniform standard for pricing, making it harder to compare the net-of-pricing attractiveness of alternative structured product offerings than it is, for instance, to compare the net expense ratios of different mutual funds or commissions among broker-dealers. Corporate debt obligations include corporate bonds, debentures, notes, commercial paper and other similar corporate debt instruments. Companies use these instruments to borrow money from investors. The issuer pays the investor a fixed or variable rate of interest and must repay the amount borrowed at maturity. Commercial paper (short-term unsecured promissory notes) is issued by companies to finance their current obligations and normally has a maturity of less than nine months. In addition, the firm may also invest in corporate debt securities registered and sold in the United States by foreign issuers (Yankee bonds) and those sold outside the U.S. by foreign or U.S. issuers (Eurobonds). Variable Annuities are long-term financial products designed for retirement purposes. In essence, annuities are contractual agreements in which payment(s) are made to an insurance company, which agrees to pay out an income or a lump sum amount at a later date. There are contract limitations and fees and charges associated with annuities, administrative fees, and charges for optional benefits. They also may carry early withdrawal penalties and surrender charges, and carry additional risks such as the insurance carrier's ability to pay claims. Moreover, variable annuities carry investment risk similar to mutual funds. Investors should carefully review the terms of the variable annuity contract before investing. A REIT is a tax designation for a corporate entity which pools capital of many investors to purchase and manage real estate. Many REITs invest in income-producing properties in the office, industrial, retail, and residential real estate sectors. REITs are granted special tax considerations which can significantly reduce or eliminate corporate income taxes. In order to qualify as a REIT and for these special tax considerations, REITs are required by law to distribute 90% of their taxable income to investors. REITs can be traded on a public exchange like a stock, or be offered as a non-traded REIT. REITs, both public exchange-traded and non- traded, are subject to risks including volatile fluctuations in real estate prices, as well as fluctuations in the costs of operating or managing investment properties, which can be substantial. Many REITs obtain management and operational services from companies and service providers which are directly or indirectly related to the sponsor of the REIT, which presents a potential conflict of interest that can impact returns on investments. Non-traded REITs include: (i) A REIT that is registered with the SEC but is not listed on an exchange or over-the-counter market (non-exchange traded REIT); or (ii) a REIT that is sold pursuant to an exemption to registration (Private REIT). Non-traded REITs are generally blind pool investment vehicles. Blind pools are limited partnerships which do not explicitly state their Page 15 of 32 Date of Brochure: February 23, 2026  future investments prior to beginning their capital raising phase. During this period of capital raising, non-traded REITs often pay distributions to their investors. The risks of non-traded REITs are varied and significant. Because they are not exchange-traded investments, they often lack a developed secondary market, thus making them illiquid investments. As blind pool investment vehicles, non-traded REITs’ initial share prices are not related to the underlying value of the properties. This is because non-traded REITs begin and continue to purchase new properties as new capital is raised. Thus, one risk for non-traded REITs is the possibility that the blind pool will be unable to raise enough capital to carry out its investment plan. After the capital raising phase is complete, non-traded REIT shares are infrequently re-valued and thus may not reflect the true net asset value of the underlying real estate investments. Non-traded REITs often offer investors a redemption program where the shares can be sold back to the sponsor; however, those redemption programs are often subject to restrictions and may be suspended at the sponsor’s discretion. While non-traded REITs may pay distributions to investors at a stated target rate during the capital-raising phases, the funds used to pay such distributions may be obtained from sources other than cash flow from operations, and such financing can increase operating costs. B. Our investment strategy is custom-tailored to the client’s goals, investment objectives, risk tolerance, and personal and financial circumstances. i. Although Stonebridge, as a general business practice, does not utilize short-term trading, there may be instances in which short-term trading may be necessary or an appropriate strategy. ii. Stonebridge generally does not engage in short selling but reserves the right to do so in the exercise of its sole judgment. Short selling involves the sale of a security that is borrowed rather than owned. When a short sale is effected, the investor is expecting the price of the security to decline in value so that a purchase or closeout of the short sale can be effected at a significantly lower price. The primary risks of effecting short sales are the availability to borrow the stock, the unlimited potential for loss, and the requirement to fund any difference between the short credit balance and the market value of the security. iii. Technical trading models are mathematically driven based upon historical data and trends of domestic and foreign market trading activity, including various industry and sector trading statistics within such markets. Technical trading models, through mathematical algorithms, attempt to identify when markets are likely to increase or decrease and identify appropriate entry and exit points. The primary risk of technical trading models is that historical trends and past performance cannot predict future trends, and there is no assurance that the mathematical algorithms employed are designed properly, updated with new data, and can accurately predict future market, industry, and sector performance. C. There is an inherent risk for clients who have their investment portfolios heavily weighted in one security, one industry or industry sector, one geographic location, one investment manager, one type of investment instrument (equities versus fixed income). Clients who have diversified portfolios, as a general rule, incur less volatility and therefore less fluctuation in portfolio value than those who have concentrated holdings. Concentrated holdings may offer the potential for higher gain, but also offer the potential for significant loss. Page 16 of 32 Date of Brochure: February 23, 2026  Item 9: Disciplinary Information There are no legal or disciplinary events that are material to a client’s or prospective client’s evaluation of Stonebridge’s advisory business or the integrity of Stonebridge’s management. Page 17 of 32 Date of Brochure: February 23, 2026  Item 10: Other Financial Industry Activities & Affiliations A. Members and registered advisory personnel of Stonebridge are registered representatives of APW Capital, Inc. (“APW”), a FINRA-registered broker-dealer and member of SIPC. APW is a financial services company engaged in the sale of investment products. As a result of Stonebridge members and registered professionals’ affiliation with APW, such professionals, in their capacity as registered representatives of APW are subject to the general oversight of APW and the Financial Industry Regulatory Authority Inc. (“FINRA”). As such, clients of Stonebridge should understand that their personal and account information is available to FINRA and APW for the fulfillment of their regulatory oversight obligations and duties. B. Neither Stonebridge nor its affiliates are registered as a commodity firm, futures commission merchant, commodity pool operator or commodity trading advisor and do not have an application to register pending. C. Stonebridge professionals who effect transactions for advisory clients will typically receive transaction or commission compensation from APW. The recommendation of securities transactions for commission creates a conflict of interest in that Stonebridge is economically incented to effect securities transactions for clients. Although Stonebridge strives to put its clients’ interests first, such recommendations may be viewed as being in the best interests of Stonebridge rather than in the client’s best interest. Stonebridge advisory clients are not compelled to effect securities transactions through APW. Certain managers, members, and registered employees of Stonebridge are licensed insurance agents. With respect to the provision of financial planning services, from time to time Stonebridge professionals will recommend insurance products offered by such carriers for whom they function as an agent and receive a commission for doing so. Please be advised there is a conflict of interest in that there is an economic incentive to recommend insurance and other investment products of such carriers. Please also be advised that Stonebridge strives to put its clients’ interests first and foremost. Other than for insurance products that require a securities license, such as variable insurance products, clients may utilize any insurance carrier or insurance agency they desire. For products requiring a securities and insurance license, clients may be limited to those insurance carriers that have a selling agreement with Stonebridge’s employing broker- dealer. Christopher Plahm is the owner and an investment adviser representative of Tall Pines Capital, LLC (“TPC”), a registered investment adviser specializing in a micro-capitalization investment strategy. In such capacity with TPC, from time to time he will offer TPC’s advisory services to Stonebridge clients and receive normal and customary fees from Stonebridge clients that separately engage TPC as a result. As such, there is a financial incentive to recommend that clients retain TPC for its micro-capitalization investment strategy. This financial incentive is underscored by the fact that the fees charged by TPC are generally higher than the fees charged by Stonebridge, and that, after a client elects to retain TPC in addition to Stonebridge, Christopher Plahm may transfer client assets managed by Stonebridge to be under the management of TPC. Christopher Plahm and Stonebridge address this conflict of interest by fully disclosing it in this brochure, by advising clients of the additional compensation to be earned, by not applying a Stonebridge advisory fee with respect to assets managed by TPC (since advisory fees are separately charged by TPC), and by only making such recommendations when it is believed to be in the client’s best interest. Clients are under no obligation to invest through TPC. D. Although Stonebridge does not receive any remuneration from advisers, investment managers, or other service providers that it recommends to clients, the firm engages sub-advisers to manage Page 18 of 32 Date of Brochure: February 23, 2026  Stonebridge client accounts and receives a portion of the advisory fees charged by Stonebridge for its investment management services. Page 19 of 32 Date of Brochure: February 23, 2026  Item 11: Code of Ethics, Participation or Interest in Client Transactions & Personal Trading A. In accordance with the Advisers Act, Stonebridge has adopted policies and procedures designed to detect and prevent insider trading. In addition, Stonebridge has adopted a Code of Ethics (the “Code”). Among other things, the Code includes written procedures governing the conduct of Stonebridge's advisory and access persons. The Code also imposes certain reporting obligations on persons subject to the Code. The Code and applicable securities transactions are monitored by the chief compliance officer of Stonebridge. Stonebridge will send clients a copy of its Code of Ethics upon written request. Stonebridge has policies and procedures in place to ensure that the interests of its clients are given preference over those of Stonebridge, its affiliates and its employees. For example, there are policies in place to prevent the misappropriation of material non-public information, and such other policies and procedures reasonably designed to comply with federal and state securities laws. B. Stonebridge does not engage in principal trading (i.e., the practice of selling stock to advisory clients from a firm’s inventory or buying stocks from advisory clients into a firm’s inventory). In addition, Stonebridge does not recommend any securities to advisory clients in which it has some proprietary or ownership interest. C. Stonebridge, its affiliates, employees and their families, trusts, estates, charitable organizations and retirement plans established by it may purchase the same securities as are purchased for clients in accordance with its Code of Ethics policies and procedures. The personal securities transactions by advisory representatives and employees may raise potential conflicts of interest when they trade in a security that is: i. owned by the client, or ii. considered for purchase or sale for the client. Such conflict generally refers to the practice of front-running (trading ahead of the client), which Stonebridge specifically prohibits. Stonebridge has adopted policies and procedures that are intended to address these conflicts of interest. These policies and procedures: i. ii. iii. iv. v. vi. require our advisory representatives and employees to act in the client’s best interest prohibit fraudulent conduct in connection with the trading of securities in a client account prohibit employees from personally benefiting by causing a client to act, or fail to act in making investment decisions prohibit the firm or its employees from profiting or causing others to profit on knowledge of completed or contemplated client transactions allocate investment opportunities in a fair and equitable manner provide for the review of transactions to discover and correct any trades that result in an advisory representative or employee benefitting at the expense of a client. Advisory representatives and employees must follow Stonebridge’s procedures when purchasing or selling the same securities purchased or sold for the client. D. From time to time, Stonebridge, its affiliates, employees and their families, trusts, estates, charitable organizations, and retirement plans established by it will execute securities transactions for their own accounts that differ from those recommended or effected for other Stonebridge clients. Stonebridge will make a reasonable attempt to trade securities in client Page 20 of 32 Date of Brochure: February 23, 2026  accounts at or prior to trading the securities in its affiliate, corporate, employee or employee-related accounts, or will otherwise include affiliate, corporate, employee or employee-related accounts in the same block/aggregate trade order as clients such that the average price is paid by all participants in such block/aggregate trade order. It is the policy of Stonebridge to place the clients’ interests above those of Stonebridge and its employees. Page 21 of 32 Date of Brochure: February 23, 2026  Item 12: Brokerage Practices A. Stonebridge generally recommends that clients establish brokerage accounts with Charles Schwab & Co., Inc. (“Schwab” or “custodian”), a FINRA registered broker-dealer, member SIPC, to maintain custody of clients’ assets and to effect trades for their accounts. Although Stonebridge recommends that clients establish accounts at the custodian, it is the client’s decision to custody assets with the custodian. Stonebridge is independently owned and operated and not affiliated with custodian. For Stonebridge client accounts maintained by the custodian, the custodian generally does not charge separately for custody services but is compensated by account holders through commissions and other transaction-related or asset-based fees for securities trades that are executed through the custodian or that settle into custodian accounts. Wrap fee clients do not pay separate transaction-related fees to the custodian. Stonebridge considers the financial strength, reputation, operational efficiency, cost, execution capability, level of customer service, and related factors in recommending broker-dealers or custodians to advisory clients. In certain instances and subject to approval by Stonebridge, Stonebridge will recommend to clients certain other broker-dealers and/or custodians based on the needs of the individual client, and taking into consideration the nature of the services required, the experience of the broker-dealer or custodian, the cost and quality of the services, and the reputation of the broker-dealer or custodian. The final determination to engage a broker-dealer or custodian recommended by Stonebridge will be made by and at the sole discretion of the client. The client recognizes that broker-dealers and/or custodians have different cost and fee structures and trade execution capabilities. As a result, there may be disparities with respect to the cost of services and/or the transaction prices for securities transactions executed on behalf of the client. Clients are responsible for assessing the commissions and other costs charged by broker-dealers and/or custodians. Stonebridge seeks to recommend a custodian/broker who will hold client assets and execute transactions on terms that are overall most advantageous when compared to other available providers and their services. We consider a wide range of factors, including, among others, the following: (generally without a separate fee for custody) ● combination of transaction execution services along with asset custody services ● ● capability to execute, clear, and settle trades (buy and sell securities for client accounts) ● capabilities to facilitate transfers and payments to and from accounts (wire transfers, check requests, bill payment, etc.) ● breadth of investment products made available (stocks, bonds, mutual funds, exchange- traded funds (ETFs), etc.) ● availability of investment research and tools that assist us in making investment decisions ● quality of services ● competitiveness of the price of those services (commission rates, margin interest rates, other fees, etc.) and willingness to negotiate them reputation, financial strength, and stability of the provider their prior service to us and our other clients ● ● ● availability of other products and services that benefit us, as discussed below For client accounts that the firm maintains, the custodian generally does not charge clients separately for custody services but is compensated by charging commissions or other fees on trades that it executes or that settle into the custodian’s accounts. The custodian’s commission rates applicable to the firm’s client accounts were negotiated based on the firm’s commitment to maintain a certain minimum amount of client assets at the custodian. This commitment benefits Page 22 of 32 Date of Brochure: February 23, 2026  the client because the overall commission rates paid are lower than they would be if the firm had not made the commitment. In addition to commissions, the custodian charges a flat dollar amount as a “prime broker” or “trade away” fee for each trade that the firm has executed by a different broker-dealer but where the securities bought or the funds from the securities sold are deposited (settled) into the client’s custodian account. These fees are in addition to the commissions or other compensation the client pays the executing broker- dealer. Because of this, in order to minimize the client’s trading costs, the firm has the custodian execute most trades for the account. Wrap fee clients do not pay separate transaction-related fees to the custodian. Stonebridge does not direct brokerage transactions to executing brokers for research and brokerage services. The custodian provides Stonebridge with access to its institutional trading and custody services, which are typically not available to the custodian’s retail investors. These services generally are available to independent investment advisors on an unsolicited basis, at no charge to them so long as a certain minimum amount of the advisor’s clients’ assets are maintained in accounts at a particular custodian. These services are not contingent upon Stonebridge committing to a custodian any specific amount of business (assets in custody or trading commissions). The custodian’s brokerage services include the execution of securities transactions, custody, research, and access to mutual funds and other investments that are otherwise generally available only to institutional investors or would require a significantly higher minimum initial investment. Custodian also makes available to Stonebridge other products and services that benefit Stonebridge but may not directly benefit its clients’ accounts. Many of these products and services are used to service all or some substantial number of Stonebridge's accounts, including accounts not maintained at custodian. The custodian also generally makes available to Stonebridge software and other technology that: ● provide access to client account data (such as trade confirmations and account statements) facilitate trade execution and allocate aggregated trade orders for multiple client accounts ● ● provide research, pricing and other market data ● facilitate payment of Stonebridge’s fees from its clients’ accounts ● assist with back-office functions, recordkeeping and client reporting information technology consulting The custodian also offers other services intended to help Stonebridge manage and further develop its business enterprise. These services include: ● compliance, legal and business consulting ● ● Customer Relation Management (CRM) software ● marketing support ● publications and conferences on practice management and business succession ● access to employee benefits providers, human capital consultants and insurance providers The custodian also provides other benefits such as educational events or occasional business entertainment of Stonebridge personnel. In evaluating whether to recommend that clients custody their assets at the custodian, Stonebridge may take into account the availability of some of the foregoing products and services and other arrangements as part of the total mix of factors it considers, and not solely the nature, cost or quality of custody and brokerage services provided by the custodian, which creates a conflict of interest. Stonebridge addresses this conflict of interest by fully disclosing it in this brochure, by making custodian recommendations that it believes are in the best interest of clients, and by evaluating the custodian based on factors independent of the benefits it receives. Page 23 of 32 Date of Brochure: February 23, 2026  The custodian makes available, arranges, and/or pays third-party vendors for the types of services rendered to Stonebridge. The custodian also retains the ability to discount or waive fees it would otherwise charge for some of these services or all or a part of the fees of a third party providing these services to Stonebridge. Stonebridge generally recommends certain broker-dealers or custodians to clients for custody and brokerage services. By virtue of its ability to service clients through the platforms of such broker-dealers or custodians, Stonebridge will typically receive 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 Stonebridge participants ● Access to block trading (which provides the ability to aggregate securities transactions for execution and then allocate the appropriate shares to client accounts) ● The ability to have advisory fees deducted directly from client accounts ● Access to an electronic communications network for client order entry and account information ● Access to mutual funds with no transaction fees and to certain institutional money managers ● Discounts on compliance, marketing, research, technology, and practice management products or services provided to Stonebridge by third-party vendors The custodian also retains the ability to pay for business consulting and professional services received by Stonebridge’s related persons, as well as to pay or reimburse expenses (including client transition expenses, travel, lodging, meals and entertainment expenses for Stonebridge’s personnel to attend conferences). Some of the products and services made available by such custodian through its institutional customer programs are designed to benefit Stonebridge but may not benefit its client accounts. These products or services may assist Stonebridge in managing and administering client accounts, including accounts not maintained at the custodian as applicable. Other services made available through the programs are intended to help Stonebridge manage and further develop its business enterprise. The benefits received by Stonebridge or its personnel through participation in these programs do not depend on the amount of brokerage transactions directed to the broker-dealer. As part of its fiduciary duties to clients, Stonebridge endeavors at all times to put the interests of its clients first. Clients should be aware, however, that the receipt of economic benefits by Stonebridge or its related persons in and of itself creates a potential conflict of interest and may indirectly influence Stonebridge’s recommendation of broker-dealers for custody and brokerage services. The availability of these services from the custodian benefits the firm because the firm does not have to produce or purchase them. The firm does not have to pay for the custodian’s services so long as a certain minimum of client assets is kept in accounts at the custodian. These services are not contingent upon the firm committing any specific amount of business to the custodian in trading commissions or assets in custody. This minimum of client assets may give the firm an incentive to recommend that clients maintain their accounts with the custodian based on the firm’s interest in receiving the custodian’s services that benefit the firm’s business rather than based on the client’s interest in receiving the best value in custody services and the most favorable execution of client transactions. This is a conflict of interest. The firm believes, however, that the selection of the custodian as custodian and broker is in the best interest of Page 24 of 32 Date of Brochure: February 23, 2026  clients. It is primarily supported by the scope, quality, and price of the custodian’s services and not the custodian’s services that benefit only the firm. Stonebridge does not engage in the practice of directing brokerage commissions in exchange for the referral of advisory clients. Stonebridge typically recommends Schwab as custodian for clients’ funds and securities and to execute securities transactions on its clients’ behalf. Occasionally, clients may direct Stonebridge to use a particular broker-dealer to execute portfolio transactions for their account or request that certain types of securities not be purchased for their account. Clients who designate the use of a particular broker-dealer should be aware that they will lose any possible advantage Stonebridge derives from aggregating transactions. Such client trades are typically effected after the trades of clients who have not directed the use of a particular broker-dealer. Stonebridge loses the ability to aggregate trades with other Stonebridge advisory clients, potentially subjecting the client to inferior trade execution prices as well as higher commissions. B. Stonebridge, pursuant to the terms of its investment advisory agreement with clients, has discretionary authority to determine which securities are to be bought and sold, and the amount of such securities. Stonebridge recognizes that the analysis of execution quality involves a number of factors, both qualitative and quantitative. Stonebridge will follow a process in an attempt to ensure that it is seeking to obtain the most favorable execution under the prevailing circumstances when placing client orders. These factors include but are not limited to the following: ● The financial strength, reputation and stability of the broker ● The efficiency with which the transaction is effected ● The ability to effect prompt and reliable executions at favorable prices (including the applicable dealer spread or commission, if any) ● The availability of the broker to stand ready to effect transactions of varying degrees of difficulty in the future ● The efficiency of error resolution, clearance and settlement ● Block trading and positioning capabilities ● Performance measurement ● Online access to computerized data regarding customer accounts ● Availability, comprehensiveness, and frequency of brokerage and research services ● Commission rates ● The economic benefit to the client ● Related matters involved in the receipt of brokerage services Consistent with its fiduciary responsibilities, Stonebridge seeks to ensure that clients receive best execution with respect to clients’ transactions by blocking client trades to reduce commissions and transaction costs. To the best of Stonebridge’s knowledge, these custodians provide high- quality execution, and Stonebridge’s clients do not pay higher transaction costs in return for such execution. Commission rates and securities transaction fees charged to effect such transactions are established by the client’s independent custodian and/or broker-dealer. Based upon its own knowledge of the securities industry, Stonebridge believes that such commission rates are competitive within the securities industry. Lower commissions or better execution may be able to be achieved elsewhere. Furthermore, wrap fee clients do not pay separate custodian transaction charges. Page 25 of 32 Date of Brochure: February 23, 2026  Since Stonebridge may be managing accounts with similar investment objectives, Stonebridge may aggregate orders for securities for such accounts. In such event, allocation of the securities so purchased or sold, as well as expenses incurred in the transaction, is made by Stonebridge in the manner it considers to be the most equitable and consistent with its fiduciary obligations to such accounts. Stonebridge’s allocation procedures seek to allocate investment opportunities among clients in the fairest possible way, taking into account the clients’ best interests. Stonebridge will follow procedures to ensure that allocations do not involve a practice of favoring or discriminating against any client or group of clients. Account performance is never a factor in trade allocations. Stonebridge’s advice to certain clients and entities and the action of Stonebridge for those and other clients are frequently premised not only on the merits of a particular investment, but also on the suitability of that investment for the particular client in light of his or her applicable investment objective, guidelines and circumstances. Thus, any action of Stonebridge with respect to a particular investment may, for a particular client, differ or be opposed to the recommendation, advice, or actions of Stonebridge to or on behalf of other clients. Orders for the same security entered on behalf of more than one client will generally be aggregated (i.e., blocked or bunched) subject to the aggregation being in the best interests of all participating clients. Subsequent orders for the same security entered during the same trading day may be aggregated with any previously unfilled orders. Subsequent orders may also be aggregated with filled orders if the market price for the security has not materially changed and the aggregation does not cause any unintended duration exposure. All clients participating in each aggregated order will receive the average price and, subject to minimum ticket charges and possible step outs, pay a pro rata portion of commissions. To minimize performance dispersion, “strategy” trades should be aggregated and average priced. However, when a trade is to be executed for an individual account and the trade is not in the best interests of other accounts, then the trade will only be performed for that account. This is true even if Stonebridge believes that a larger block trade would lead to the best overall price for the security being transacted. All allocations will be made prior to the close of business on the trade date. In the event an order is “partially filled,” the allocation will be made in the best interests of all the clients in the order, taking into account all relevant factors including, but not limited to, the size of each client’s allocation, clients’ liquidity needs and previous allocations. In most cases, accounts will get a pro forma allocation based on the initial allocation. This policy also applies if an order is “over-filled.” Stonebridge acts in accordance with its duty to seek best price and execution and will not continue any arrangements if Stonebridge determines that such arrangements are no longer in the best interest of its clients. Page 26 of 32 Date of Brochure: February 23, 2026  Item 13: Review of Accounts A. Accounts are reviewed by Stonebridge’s Managers. The frequency of reviews is determined based on the client’s investment objectives, but reviews are conducted no less frequently than annually. More frequent reviews may also be triggered by a change in the client’s investment objectives, tax considerations, large deposits or withdrawals, large purchases or sales, loss of confidence in corporate management, or changes in macroeconomic climate. Financial planning clients receive their financial plans and recommendations at the time service is completed. There are no post-plan reviews unless engaged to do so by the client. B. Stonebridge may perform ad hoc reviews on an as-needed basis if there have been material changes in the client’s investment objectives or risk tolerance, or a material change in how Stonebridge formulates investment advice. C. Stonebridge may provide reports upon client request. Such reports will include information on contributions and withdrawals in the client's investment portfolio, and the performance of the client's portfolio measured against appropriate benchmarks (including benchmarks selected by the client). The client’s independent custodian provides account statements directly to the client no less frequently than quarterly. The custodian’s statement is the official record of the client’s securities account and supersedes any statements or reports created on behalf of the client by Stonebridge. Page 27 of 32 Date of Brochure: February 23, 2026  Item 14: Client Referrals and Other Compensation A. Stonebridge does not receive economic benefits for referring clients to third-party service providers. B. Stonebridge has entered into a client referral agreement with SmartAsset Advisors LLC (“SmartAsset”) whereby Stonebridge compensates SmartAsset in the form of a per-lead flat fee or percentage of advisory fee revenue for introductions to prospective clients. Stonebridge has also entered into client referral agreements with various other third-party professionals (one of whom is the brother of Christopher Plahm), whereby Stonebridge compensates such professionals in the form of a percentage of advisory fee revenue for introductions to prospective clients. In all such instances, referred clients will be provided with a solicitor’s disclosure statement that describes the relationship between Stonebridge and the referral source, and the compensation that will be paid for the referral. In no instance will a referred client’s advisory fees be increased as a result of being referred by a referral source, as such costs are purely borne by Stonebridge. Page 28 of 32 Date of Brochure: February 23, 2026  Item 15: Custody For clients that do not have their fees deducted directly from their account(s) and have not provided the firm with any standing letters of authorization to distribute funds from their account(s), the firm will not have any custody of client funds or securities. For clients that have their fees deducted directly from their account(s) or that have provided the firm with discretion as to amount and timing of disbursements pursuant to a standing letter of authorization to disburse funds from their account(s), the firm will typically be deemed to have limited custody over such clients’ funds or securities pursuant to the SEC’s custody rule and subsequent guidance thereto. At no time will the firm accept full custody of client funds or securities in the capacity of a custodial broker-dealer, and at all times client accounts will be held by a third-party qualified custodian as described in Item 12, above. With respect to custody that is triggered by third party SLOAs, Adviser endeavors to comply with the following seven conditions as listed in the 2017 SEC No Action Letter to the Investment Adviser Association: 1. The client provides an instruction to the qualified custodian, in writing, that includes the client’s signature, the third party’s name, and either the third party’s address or the third party’s account number at a custodian to which the transfer should be directed. 2. The client authorizes the investment adviser, in writing, either on the qualified custodian’s form or separately, to direct transfers to the third party either on a specified schedule or from time to time. 3. The client’s qualified custodian performs appropriate verification of the instruction, such as a signature review or other method to verify the client’s authorization, and provides a transfer of funds notice to the client promptly after each transfer. 4. The client has the ability to terminate or change the instruction to the client’s qualified custodian. 5. The investment adviser has no authority or ability to designate or change the identity of the third party, the address, or any other information about the third party contained in the client’s instruction. 6. The investment adviser maintains records showing that the third party is not a related party of the investment adviser or located at the same address as the investment adviser. 7. The client’s qualified custodian sends the client, in writing, an initial notice confirming the instruction and an annual notice reconfirming the instruction. If a client receives account statements from both the custodial broker-dealer and the firm or a third-party report provider, client is urged to compare such account statements and advise the firm of any discrepancies between them. Page 29 of 32 Date of Brochure: February 23, 2026  Item 16: Investment Discretion Investment management clients generally grant a limited power of attorney to Stonebridge with respect to trading activity in their accounts by signing the appropriate custodian limited power of attorney form. In those cases, Stonebridge will exercise full discretion as to the nature and type of securities to be purchased and sold, and the amount of securities for such transactions. Investment limitations may be designated by the client as outlined in the investment advisory agreement. In addition, subject to the terms of its investment advisory agreement, Stonebridge may be granted discretionary authority for the retention of independent third-party investment management firms. Investment limitations may be designated by the client as outlined in the investment advisory agreement. Please see the applicable third-party manager’s disclosure brochure for detailed information relating to discretionary authority. Page 30 of 32 Date of Brochure: February 23, 2026  Item 17: Voting Client Securities Stonebridge does not take discretion with respect to voting proxies on behalf of its clients. In no event will Stonebridge take discretion with respect to voting proxies on behalf of its clients. Stonebridge will not be obligated to render advice or take any action on behalf of clients with respect to assets presently or formerly held in their accounts that become the subject of any legal proceedings, including bankruptcies. From time to time, securities held in the accounts of clients will be the subject of class action lawsuits. Stonebridge has no obligation to determine if securities held by the client are subject to a pending or resolved class action lawsuit. Stonebridge also has no duty to evaluate a client’s eligibility or to submit a claim to participate in the proceeds of a securities class action settlement or verdict. Furthermore, Stonebridge has no obligation or responsibility to initiate litigation to recover damages on behalf of clients who may have been injured as a result of actions, misconduct, or negligence by corporate management of issuers whose securities are held by clients. Where Stonebridge receives written or electronic notice of a class action lawsuit, settlement, or verdict affecting securities owned by a client, it will forward all notices, proof of claim forms, and other materials to the client. Electronic mail is acceptable where appropriate and where the client has authorized contact in this manner. Page 31 of 32 Date of Brochure: February 23, 2026  Item 18: Financial Information A. Stonebridge does not require the prepayment of fees of $1,200 or more, six months or more in advance, and as such is not required to file a balance sheet. B. Stonebridge does not have any financial issues that would impair its ability to provide services to clients. C. Stonebridge has not petitioned for bankruptcy in the past ten years. Page 32 of 32 Date of Brochure: February 23, 2026 

Item 1: Cover Page Stonebridge Wealth Management, LLC Form ADV Part 2A Appendix 1 Wrap Fee Program Brochure Address: 1010 Jorie Blvd., #144 Oak Brook, IL 60523 Phone: (630) 230-1830 Email: cplahm@stonebridgewm.com Website: www.stonebridgewm.com This wrap fee program brochure provides information about the qualifications and business practices of Stonebridge Wealth Management, LLC. If you have any questions about the contents of this brochure, please contact us at the telephone number or email address listed above. 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. Stonebridge Wealth Management, LLC is a registered investment adviser, but registration does not imply a certain level of skill or training. Additional information about Stonebridge Wealth Management, LLC is also available on the SEC’s website at www.adviserinfo.sec.gov and by searching for CRD# 285693. Page 1 of 30 Date of Brochure: February 23, 2026  Item 2: Material Changes This Wrap Brochure is our disclosure document prepared according to regulatory requirements and rules, and is specifically for our wrap fee program. Since filing our last annual amendment filing on March 21, 2025, we have no material changes to disclose. Page 2 of 30 Date of Brochure: February 23, 2026  Item 3: Table of Contents Item 1: Cover Page Item 2: Material Changes Item 3: Table of Contents Item 4: Services, Fees and Compensation Item 5: Account Requirements and Types of Clients Item 6: Portfolio Manager Selection and Evaluation Item 7: Client Information Provided to Portfolio Managers Item 8: Client Contact with Portfolio Managers Item 9: Additional Information 1 2 3 4 8 9 18 19 20 Page 3 of 30 Date of Brochure: February 23, 2026  Item 4: Services, Fees and Compensation Stonebridge Wealth Management, LLC (“Stonebridge” and/or “the firm”) is an Illinois limited liability company. The firm is jointly owned by William Laipple and Christopher Plahm. Stonebridge offers investment advisory and financial planning services to its clients. A. Services Stonebridge is an independent asset management and financial planning firm offering a variety of financial services to individuals including high-net worth individuals, trusts, corporations, partnerships, tax exempt, and other legal entities. Investment Management Services For its investment management services, Stonebridge receives a limited power of attorney to effect securities transactions on behalf of its clients that include securities and strategies described in Item 6 of this brochure. Stonebridge’s investment management services are predicated on the client's investment objectives, goals, tolerance for risk, and other personal and financial circumstances. Stonebridge will analyze each client's current investments, investment objectives, goals, age, time horizon, financial circumstances, investment experience, investment restrictions and limitations, and risk tolerance and implement a portfolio consistent with such investment objectives, goals, risk tolerance and related financial circumstances. Stonebridge’s objective is to review the client’s tax, financial, and estate planning objectives and goals in connection with the client’s investment objectives, goals, tolerance for risk, and other personal and financial circumstances and make appropriate recommendations and implementation decisions. Stonebridge may engage third- party service providers to assist with the tax and estate planning portion of the services provided to clients. In addition, Stonebridge may utilize third-party software to analyze individual security holdings and separate account managers utilized within the client’s portfolio. Stonebridge’s investment advisory services to clients take into account a client's personal financial circumstances, investment objectives and tolerance for risk (e.g., cash-flow, tax and estate). Stonebridge’s engagement with a client will include, as appropriate, the following: ● Providing assistance in reviewing the client's current investment portfolio against the client's personal and financial circumstances as disclosed to Stonebridge in response to a questionnaire and/or in discussions with the client and reviewed in meetings with Stonebridge. ● Analyzing the client's financial circumstances, investment holdings and strategy, and goals. ● Providing assistance in identifying a targeted asset allocation and portfolio design. Implementing and/or recommending individual equity and fixed income securities, ● ETFs, and independent third-party investment managers. ● Proposing changes in the client's investment portfolio in consideration of changes in the client's personal circumstances, investment objectives and tolerance for risk, the performance record of any of the client's investments, and/or the performance of any fund retained by the client. In addition to providing Stonebridge with information regarding their personal financial circumstances, investment objectives and tolerance for risk, clients are required to Page 4 of 30 Date of Brochure: February 23, 2026  provide the firm with any reasonable investment restrictions that should be imposed on the management of their portfolio, and to promptly notify the firm of any changes in such restrictions or in the client's personal financial circumstances, investment objectives, goals and tolerance for risk. Stonebridge will remind clients of their obligation to inform the firm of any such changes or any restrictions that should be imposed on the management of the client’s account. Stonebridge will also contact clients at least annually to determine whether there have been any changes in a client's personal financial circumstances, investment objectives and tolerance for risk. Fees and Compensation The maximum annual fee charged for this service will not exceed 1.50%. Fees to be assessed will be outlined in the advisory agreement to be signed by the Client. Annualized fees are billed on a pro-rata basis quarterly in advance based on the value of the account(s) on the last day of the previous quarter. Fees are negotiable and will be deducted from client account(s). Adjustments will be made for deposits of $100,000 and greater during the quarter. In rare cases, our firm will agree to directly invoice. As part of this process, Clients understand the following: a) The client’s independent custodian sends statements at least quarterly showing the market values for each security included in the Assets and all account disbursements, including the amount of the advisory fees paid to our firm; b) Clients will provide authorization permitting our firm to be directly paid by these terms. c) Our firm will send an invoice directly to the custodian; and If our firm sends a copy of our invoice to the client, a legend urging the comparison of information provided in our statement with those from the qualified custodian will be included. The estimated trading cost component for a minimum account size of $500,000 is $1250 per year. These fees include charges for all transaction costs such as commissions on purchase and sales of stocks, bonds, exchange-traded funds and options, trade-away fees on bonds and mutual fund transactions fees. Except as otherwise provided below, client will incur no charges other than the firm’s fee pursuant to the above fee schedule in connection with the maintenance of and activity in client’s account. The wrap fee does not include internal expenses and fees of fund products themselves. To the extent that securities transactions are executed away from Schwab, then Schwab will typically directly charge the client commission mark-up and mark-downs that the client will pay in addition to the wrap fee. Our recommended custodian, Charles Schwab & Co., Inc. (“Schwab”), does not charge transaction fees for U.S. listed equities and exchange traded funds. Since we pay the transaction fees charged by the custodian to clients participating in our wrap fee program, this presents a conflict of interest because we are incentivized to recommend these equities and exchange traded funds over other types of securities in order to reduce our costs. The client authorizes the qualified custodian to automatically deduct the fee and all other charges payable hereunder from the assets in the account when due with such payments to be reflected on the next account statement sent to the client. If insufficient cash is available to pay such fees, securities in an amount equal to the balance of unpaid fees will be liquidated to pay for the unpaid balance. Stonebridge may modify the fee at any time upon 30 days’ written notice to the client. In the event the client has an ERISA-governed plan, fee modifications must be approved in writing by the client. Page 5 of 30 Date of Brochure: February 23, 2026  A client investment advisory agreement may be canceled at any time by the client, or by Stonebridge with 30 days’ prior written notice to the client. Upon termination, any unearned, prepaid fees will be promptly refunded. The client has the right to terminate an agreement without penalty within five business days after entering into the agreement. As a policy matter, the firm does not allow funds that impose 12b-1 or revenue sharing fees on the client’s investment within its wrap fee programs. Should a client prefer an A-Share class or mutual fund share class that has embedded 12b-1 and/or revenue sharing fees, then the utilization of such funds within the wrap fee program requires specific written client consent acknowledging the conflict. Clients should understand and discuss with their investment adviser representative the types of mutual fund share classes available in the wrap fee program and the basis for using one share class over another in accordance with their individual circumstances and priorities. B. Disclosure of Cost Difference if Services Purchased Separately Depending on a number of factors, such as the number, size and nature of the securities transactions in an advisory account, the overall fees and charges borne by the client over time could be more or less than what these fees and charges would be if the same services were provided on a separate basis. Bundled fees generally provide an economic incentive for the advisory firm to select investments and strategies that minimize trading costs. Frequent trading in an account where transaction fees are included as part of the overall advisory fee to the client drives trading costs higher and reduces the overall fee revenue to the advisor. As a result, higher trading costs in a bundled fee account have a negative impact on the advisory firm’s profitability. Accordingly, we have an incentive to limit our trading activities in wrap accounts. C. Additional Client Fees and Terms of Payment Stonebridge generally requires clients to authorize the direct debit of fees from their accounts. Exceptions may be granted subject to the firm’s consent for clients to be billed directly for our fees. For directly debited fees, the custodian’s periodic statements will show each fee deduction from the account. Clients may withdraw this authorization for direct billing of these fees at any time by notifying us or their custodian in writing. Stonebridge will deduct its advisory fees directly from the client’s account provided that the client provides the qualified custodian written authorization; ● ● an invoice is sent in advance to the client; ● ● the invoice shows the amount of the fee, how it was calculated, and the value of the assets on which the bill is based; and the qualified custodian sends the client a statement, at least quarterly, indicating all amounts disbursed from the account. The client is responsible for verifying the accuracy of the fee calculation, as the client’s custodian will not verify the calculation. Stonebridge generally requires fees to be prepaid on a quarterly basis. Stonebridge’s fees will either be paid directly by the client or disbursed to Stonebridge by the qualified custodian of the client’s investment accounts, subject to prior written consent of the client. The custodian will deliver directly to the client an account statement, at least quarterly, showing all investment and transaction activity for the period, including fee disbursements from the account. All fees paid for investment advisory services are separate and distinct from the fees and expenses charged by exchange-traded funds, mutual funds, separate account managers, private Page 6 of 30 Date of Brochure: February 23, 2026  placement, pooled investment vehicles, broker-dealers, and custodians retained by clients. Such fees and expenses are described in each exchange-traded fund and mutual fund’s prospectus, each separate account manager’s Form ADV and Brochure and Brochure Supplement or similar disclosure statement, each private placement or pooled investment vehicle’s confidential offering memorandum, and by any broker-dealer or custodian retained by the client. Clients are advised to read these materials carefully before investing. If a mutual fund also imposes sales charges, a client may pay an initial or deferred sales charge as further described in the mutual fund’s prospectus. A client using Stonebridge may be precluded from using certain mutual funds or separate account managers because they may not be offered by the client's custodian. D. External Compensation for the Sale of Securities to Clients Representatives of our firm are registered representatives of APW Capital, Inc., (“APW”), member FINRA/SIPC. As such they are able to accept compensation for the sale of securities or other investment products, including distribution or service (“trail”) fees. Clients should be aware that the practice of accepting commissions for the sale of securities presents a conflict of interest and gives our firm and/or our representatives an incentive to recommend investment products based on the compensation received. Our firm generally addresses commissionable sales conflicts that arise when explaining to clients these sales create an incentive to recommend based on the compensation to be earned and/or when recommending commissionable mutual funds, explaining that “no-load” funds are also available. Our firm does not prohibit clients from purchasing recommended investment products through other unaffiliated brokers or agents. Stonebridge’s advisory professionals are compensated primarily through a salary and bonus structure. E. ERISA Accounts When we provide investment advice to you regarding your retirement plan account or individual retirement account, we are fiduciaries within the meaning of Title I of the Employee Retirement Income Security Act (“ERISA”) and/or the Internal Revenue Code (the “Code”), as applicable, which are laws governing retirement accounts. The way we make money creates some conflicts with your interests, so we operate under a special rule that requires us to act in your best interest and not put our interest ahead of yours. Under this special rule’s provisions, we must: ● Meet a professional standard of care when making investment recommendations (give prudent advice); ● Never put our financial interests ahead of yours when making recommendations (give loyal advice); ● Avoid misleading statements about conflicts of interest, fees, and investments; ● Follow policies and procedures designed to ensure that we give advice that is in your best interest; ● Charge no more than is reasonable for our services; and ● Give you basic information about conflicts of interest. Page 7 of 30 Date of Brochure: February 23, 2026  Item 5: Account Requirements and Types of Clients Stonebridge offers its investment services to various types of clients including high-net-worth individuals, trusts, corporations, partnerships, tax exempt, and other legal entities. Stonebridge generally requires a minimum account size of $500,000, which is subject to negotiation at the sole discretion of Stonebridge. Page 8 of 30 Date of Brochure: February 23, 2026  Item 6: Portfolio Manager Selection and Evaluation A. Portfolio Manager Selection and Review The firm is the sole sponsor and sole portfolio manager for the Stonebridge Wrap Fee Program. B. Participation in Wrap Fee Programs Other than offering its Stonebridge Wrap Fee Program, the firm does not participate in wrap fee programs. C. The Firm Acts as Both a Wrap Fee Sponsor and Portfolio Manager The Stonebridge Wrap Fee Program is a proprietary product offered exclusively through the firm. Stonebridge Wrap Fee Program Investment Management Services Stonebridge’s discretionary investment management services are predicated on the client's investment objectives, goals, tolerance for risk, and other personal and financial circumstances. Stonebridge will analyze each client's current investments, investment objectives, goals, age, time horizon, financial circumstances, investment experience, investment restrictions and limitations, and risk tolerance and implement a portfolio consistent with such investment objectives, goals, risk tolerance and related financial circumstances. Stonebridge’s objective is to review the client’s tax, financial, and estate planning objectives and goals in connection with the client’s investment objectives, goals, tolerance for risk, and other personal and financial circumstances and make appropriate recommendations and implementation decisions. Stonebridge may engage third-party service providers to assist with the tax and estate planning portion of the services provided to clients. In addition, Stonebridge may utilize third-party software to analyze individual security holdings and separate account managers utilized within the client’s portfolio. Stonebridge’s investment advisory services to clients take into account a client's personal financial circumstances, investment objectives and tolerance for risk (e.g., cash-flow, tax and estate). Stonebridge’s engagement with a client will include, as appropriate, the following: ● Providing assistance in reviewing the client's current investment portfolio against the client's personal and financial circumstances as disclosed to Stonebridge in response to a questionnaire and/or in discussions with the client and reviewed in meetings with Stonebridge. ● Analyzing the client's financial circumstances, investment holdings and strategy, and goals. ● Providing assistance in identifying a targeted asset allocation and ● portfolio design. Implementing and/or recommending individual equity and fixed income securities, ETFs, and independent third-party investment managers. ● Proposing changes in the client's investment portfolio in consideration of changes in the client's personal circumstances, investment objectives and tolerance for risk, the performance record of any of the client's investments, and/or the performance of any fund retained by the client. Page 9 of 30 Date of Brochure: February 23, 2026  In addition to providing Stonebridge with information regarding their personal financial circumstances, investment objectives and tolerance for risk, clients are required to provide the firm with any reasonable investment restrictions that should be imposed on the management of their portfolio, and to promptly notify the firm of any changes in such restrictions or in the client's personal financial circumstances, investment objectives, goals and tolerance for risk. Stonebridge will remind clients of their obligation to inform the firm of any such changes or any restrictions that should be imposed on the management of the client’s account. Stonebridge will also contact clients at least annually to determine whether there have been any changes in a client's personal financial circumstances, investment objectives and tolerance for risk. Client-Tailored Services and Client-Imposed Restrictions Each client’s account will be managed on the basis of the client’s financial situation and investment objectives, and in accordance with any reasonable restrictions imposed by the client on the management of the account—for example, restricting the type or amount of security to be purchased in the portfolio. Management of Wrap Fee Program The Stonebridge Wrap Fee Program is the only asset management program offered by the firm. Performance-Based Fees and Side-by-Side Management Neither Stonebridge nor any of its supervised persons accepts performance-based fees (fees based on a share of capital gains or capital appreciation of the assets of a client). Methods of Analysis, Investment Strategies and Risk of Loss Stonebridge uses a variety of sources of data to conduct its economic, investment and market analysis, such as financial newspapers and magazines, economic and market research materials prepared by others, conference calls hosted by fund managers, corporate rating services, annual reports, prospectuses, and company press releases. It is important to keep in mind that there is no specific approach to investing that guarantees success or positive returns; investing in securities involves risk of loss that clients should be prepared to bear. Stonebridge and its investment adviser representatives are responsible for identifying and implementing the methods of analysis used in formulating investment recommendations to clients. The methods of analysis may include quantitative methods for optimizing client portfolios, computer-based risk/return analysis, technical analysis, and statistical and/or computer models utilizing long-term economic criteria. ● Quantitative methods include analysis of historical data such as price and volume statistics, performance data, standard deviation and related risk metrics, how the security performs relative to the overall stock market, earnings data, price to earnings ratios, and related data. ● Technical analysis involves charting price and volume data as reported by the exchange where the security is traded to look for price trends. ● Qualitative analysis uses subjective judgment based on unquantifiable information, such as management expertise, industry cycles, strength of research and development, and labor relations. Qualitative analysis contrasts with Page 10 of 30 Date of Brochure: February 23, 2026  quantitative analysis, which focuses on numbers that can be found on reports such as balance sheets. The two techniques, however, will often be used together in order to examine a company's operations and evaluate its potential as an investment opportunity. Qualitative analysis deals with intangible, inexact concerns that belong to the social and experiential realm rather than the mathematical one. This approach depends on the kind of intelligence that machines (currently) lack, since things like positive associations with a brand, management trustworthiness, customer satisfaction, competitive advantage and cultural shifts are difficult, arguably impossible, to capture with numerical inputs. A risk in using qualitative analysis is that subjective judgment may prove incorrect. In addition, Stonebridge reviews research material prepared by others, as well as corporate filings, corporate rating services, and a variety of financial publications. Stonebridge may employ outside vendors or utilize third-party software to assist in formulating investment recommendations to clients. Mutual Funds and Third-Party Separate Account Managers, and Pooled Investment Vehicles Stonebridge generally recommends separate account managers to manage client assets as well as direct investments into ETFs and individual securities (including fixed income instruments). Stonebridge may also assist the client in selecting one or more appropriate manager(s) for all or a portion of the client’s portfolio. Such managers will typically manage assets for clients who commit to the manager a minimum amount of assets established by that manager—a factor that Stonebridge will take into account when recommending managers to clients. A description of the criteria to be used in formulating an investment recommendation for ETFs, individual securities (including fixed-income securities), managers, and pooled investment vehicles is set forth below. Stonebridge has formed relationships with third-party vendors that ● provide a technological platform for separate account management ● prepare performance reports ● perform or distribute research of individual securities ● perform billing and certain other administrative tasks Stonebridge may utilize additional independent third parties to assist it in recommending and monitoring individual securities, managers and pooled investment vehicles to clients as appropriate under the circumstances. Stonebridge reviews certain quantitative and qualitative criteria related to ETFs and managers and to formulate investment recommendations to its clients. Quantitative criteria may include ● the performance history of a mutual fund or manager evaluated against that of its peers and other benchmarks ● an analysis of risk-adjusted returns ● an analysis of the manager’s contribution to the investment return (e.g., manager’s ● alpha), standard deviation of returns over specific time periods, sector ● ● and style analysis the fund, sub-advisor or manager’s fee structure the relevant portfolio manager’s tenure Page 11 of 30 Date of Brochure: February 23, 2026  Qualitative criteria used in selecting/recommending ETFs or managers include the investment objectives and/or management style and philosophy of a ETF or manager; a ETF or manager’s consistency of investment style; and employee turnover and efficiency and capacity. Quantitative and qualitative criteria related to ETFs and managers are reviewed by Stonebridge on a quarterly basis or such other interval as appropriate under the circumstances. In addition, ETFs or managers are reviewed to determine the extent to which their investments reflect efforts to time the market, or evidence style drift such that their portfolios no longer accurately reflect the particular asset category attributed to the mutual fund or manager by Stonebridge (both of which are negative factors in implementing an asset allocation structure). Stonebridge may negotiate reduced account minimum balances and reduced fees with managers under various circumstances (e.g., for clients with minimum level of assets committed to the manager for specific periods of time, etc.). There can be no assurance that clients will receive any reduced account minimum balances or fees, or that all clients, even if apparently similarly situated, will receive any reduced account minimum balances or fees available to some other clients. Also, account minimum balances and fees may significantly differ between clients. Each client’s individual needs and circumstances will determine portfolio weighting, which can have an impact on fees given the funds or managers utilized. Stonebridge will endeavor to obtain equal treatment for its clients with funds or managers, but cannot assure equal treatment. Stonebridge will regularly review the activities of ETFs and managers utilized for the client. Clients that engage managers or who invest in ETFs should first review and understand the disclosure documents of those managers or ETFs, which contain information relevant to such retention or investment, including information on the methodology used to analyze securities, investment strategies, fees and conflicts of interest. Similarly, clients qualified to invest in pooled investment vehicles should review the private placement memorandum or other disclosure materials relating to such vehicles before making a decision to invest. Investment Strategy, Method of Analysis, Material Risks Our investment strategy is custom-tailored to the client’s goals, investment objectives, risk tolerance, and personal and financial circumstances. Short Selling The firm generally does not engage in short selling but reserves the right to do so in the exercise of its sole judgment. Short selling involves the sale of a security that is borrowed rather than owned. When a short sale is effected, the investor is expecting the price of the security to decline in value so that a purchase or closeout of the short sale can be effected at a significantly lower price. The primary risks of effecting short sales are the availability to borrow the stock, the unlimited potential for loss, and the requirement to fund any difference between the short credit balance and the market value of the security. Page 12 of 30 Date of Brochure: February 23, 2026  Technical Trading Models Technical trading models are mathematically driven based upon historical data and trends of domestic and foreign market trading activity, including various industry and sector trading statistics within such markets. Technical trading models, through mathematical algorithms, attempt to identify when markets are likely to increase or decrease and identify appropriate entry and exit points. The primary risk of technical trading models is that historical trends and past performance cannot predict future trends, and there is no assurance that the mathematical algorithms employed are designed properly, updated with new data, and can accurately predict future market, industry, and sector performance. Concentration Risk There is an inherent risk for clients who have their investment portfolios heavily weighted in one security, one industry or industry sector, one geographic location, one investment manager, one type of investment instrument (equities versus fixed income). Clients who have diversified portfolios, as a general rule, incur less volatility and therefore less fluctuation in portfolio value than those who have concentrated holdings. Concentrated holdings may offer the potential for higher gain, but also offer the potential for significant loss. Material Risks of Investment Instruments Stonebridge typically invests in ETFs for the vast majority of its clients. However, for certain clients, Stonebridge may effect transactions in the following types of securities: ● Equity securities ● Warrants and rights ● Fixed income securities ● Municipal securities ● Private placements ● Pooled investment vehicles ● Structured products ● Corporate debt obligations ● Variable annuities ● REITs Equity Securities Investing in individual companies involves inherent risk. The major risks relate to the company’s capitalization, quality of the company’s management, quality and cost of the company’s services, the company’s ability to manage costs, efficiencies in the manufacturing or service delivery process, management of litigation risk, and the company’s ability to create shareholder value (i.e., increase the value of the company’s stock price). Foreign securities, in addition to the general risks of equity securities, have geopolitical risk, financial transparency risk, currency risk, regulatory risk and liquidity risk. Warrants and Rights Warrants are securities, typically issued with preferred stock or bonds that give the holder the right to purchase a given number of shares of common stock at a specified price and time. The price of the warrant usually represents a premium over the applicable market value of the common stock at the time of the warrant’s issuance. Page 13 of 30 Date of Brochure: February 23, 2026  Warrants have no voting rights with respect to the common stock, receive no dividends and have no rights with respect to the assets of the issuer. Investments in warrants and rights involve certain risks, including the possible lack of a liquid market for the resale of the warrants and rights, potential price fluctuations due to adverse market conditions or other factors and failure of the price of the common stock to rise. If the warrant is not exercised within the specified time period, it becomes worthless. Mutual Fund Securities Investing in mutual funds carries inherent risk. The major risks of investing in a mutual fund include the quality and experience of the portfolio management team and its ability to create fund value by investing in securities that have positive growth, the amount of individual company diversification, the type and amount of industry diversification, and the type and amount of sector diversification within specific industries. In addition, mutual funds tend to be tax inefficient and therefore investors may pay capital gains taxes on fund investments while not having yet sold the fund. Exchange-Traded Funds (“ETFs”) ETFs are investment companies whose shares are bought and sold on a securities exchange. An ETF holds a portfolio of securities designed to track a particular market segment or index. Some examples of ETFs are WisdomTree, SPDRs®, streetTRACKS®, DIAMONDSSM, NASDAQ 100 Index Tracking StockSM (“QQQsSM”), iShares®, and VIPERs®. The funds could purchase an ETF to gain exposure to a portion of the U.S. or foreign market. The funds, as a shareholder of another investment company, will bear their pro-rata portion of the other investment company’s advisory fee and other expenses, in addition to their own expenses. Investing in ETFs involves risk. Specifically, ETFs, depending on the underlying portfolio and its size, can have wide price (bid and ask) spreads, thus diluting or negating any upward price movement of the ETF or enhancing any downward price movement. Also, ETFs require more frequent portfolio reporting by regulators and are thereby more susceptible to actions by hedge funds that could have a negative impact on the price of the ETF. Certain ETFs may employ leverage, which creates additional volatility and price risk depending on the amount of leverage utilized, the collateral and the liquidity of the supporting collateral. Further, the use of leverage (i.e., employing the use of margin) generally results in additional interest costs to the ETF. Certain ETFs are highly leveraged and therefore have additional volatility and liquidity risk. Volatility and liquidity can severely and negatively impact the price of the ETF’s underlying portfolio securities, thereby causing significant price fluctuations of the ETF. Fixed Income Securities Fixed income securities carry additional risks than those of equity securities described above. These risks include the company’s ability to retire its debt at maturity, the current interest rate environment, the coupon interest rate promised to bondholders, legal constraints, jurisdictional risk (U.S or foreign) and currency risk. If bonds have maturities of ten years or greater, they will likely have greater price swings when interest rates move up or down. The shorter the maturity the less volatile the price swings. Foreign bonds have liquidity and currency risk. Page 14 of 30 Date of Brochure: February 23, 2026  Municipal Securities Municipal securities carry additional risks than those of corporate and bank-sponsored debt securities described above. These risks include the municipality’s ability to raise additional tax revenue or other revenue (in the event the bonds are revenue bonds) to pay interest on its debt and to retire its debt at maturity. Municipal bonds are generally tax free at the federal level, but may be taxable in individual states other than the state in which both the investor and municipal issuer is domiciled. Private Placements Private placements carry significant risk in that companies using the private placement market conduct securities offerings that are exempt from registration under the federal securities laws, which means that investors do not have access to public information and such investors are not provided with the same amount of information that they would receive if the securities offering was a public offering. Moreover, many companies using private placements do so to raise equity capital in the start-up phase of their business, or require additional capital to complete another phase in their growth objective. In addition, the securities issued in connection with private placements are restricted securities, which means that they are not traded on a secondary market, such as a stock exchange, and they are thus illiquid and cannot be readily converted to cash. Pooled Investment Vehicles A pooled investment vehicle, such as a commodity pool or investment company, is generally offered only to investors who meet specified suitability, net worth and annual income criteria. Pooled investment vehicles sell securities through private placements and thus are illiquid and subject to a variety of risks that are disclosed in each pooled investment vehicle’s confidential private placement memorandum or disclosure document. Investors should read these documents carefully and consult with their professional advisors prior to committing investment dollars. Because many of the securities involved in pooled investment vehicles do not have transparent trading markets from which accurate and current pricing information can be derived, or in the case of private equity investments where portfolio security companies are privately held with no publicly traded market, the firm will be unable to monitor or verify the accuracy of such performance information. Structured Products Structured products are designed to facilitate highly customized risk-return objectives. While structured products come in many different forms, they typically consist of a debt security that is structured to make interest and principal payments based upon various assets, rates or formulas. Many structured products include an embedded derivative component. Structured products may be structured in the form of a security, in which case these products may receive benefits provided under federal securities law, or they may be cast as derivatives, in which case they are offered in the over-the-counter market and are subject to no regulation. Investment in structured products includes significant risks, including valuation, liquidity, price, credit and market risks. One common risk associated with structured products is a relative lack of liquidity due to the highly customized nature of the Page 15 of 30 Date of Brochure: February 23, 2026  investment. Moreover, the full extent of returns from the complex performance features is often not realized until maturity. As such, structured products tend to be more of a buy-and-hold investment decision rather than a means of getting in and out of a position with speed and efficiency. Another risk with structured products is the credit quality of the issuer. Although the cash flows are derived from other sources, the products themselves are legally considered to be the issuing financial institution's liabilities. The vast majority of structured products are from high investment grade issuers only. Also, there is a lack of pricing transparency. There is no uniform standard for pricing, making it harder to compare the net-of-pricing attractiveness of alternative structured product offerings than it is, for instance, to compare the net expense ratios of different mutual funds or commissions among broker-dealers. Corporate Debt Obligations Corporate debt obligations include corporate bonds, debentures, notes, commercial paper and other similar corporate debt instruments. Companies use these instruments to borrow money from investors. The issuer pays the investor a fixed or variable rate of interest and must repay the amount borrowed at maturity. Commercial paper (short-term unsecured promissory notes) is issued by companies to finance their current obligations and normally has a maturity of less than nine months. In addition, the firm may also invest in corporate debt securities registered and sold in the United States by foreign issuers (Yankee bonds) and those sold outside the U.S. by foreign or U.S. issuers (Eurobonds). Variable Annuities Variable Annuities are long-term financial products designed for retirement purposes. In essence, annuities are contractual agreements in which payment(s) are made to an insurance company, which agrees to pay out an income or a lump sum amount at a later date. There are contract limitations and fees and charges associated with annuities, administrative fees, and charges for optional benefits. They also may carry early withdrawal penalties and surrender charges, and carry additional risks such as the insurance carrier's ability to pay claims. Moreover, variable annuities carry investment risk similar to mutual funds. Investors should carefully review the terms of the variable annuity contract before investing. REITS A REIT is a tax designation for a corporate entity which pools capital of many investors to purchase and manage real estate. Many REITs invest in income-producing properties in the office, industrial, retail, and residential real estate sectors. REITs are granted special tax considerations which can significantly reduce or eliminate corporate income taxes. In order to qualify as a REIT and for these special tax considerations, REITs are required by law to distribute 90% of their taxable income to investors. REITs can be traded on a public exchange like a stock, or be offered as a non-traded REIT. REITs, both public exchange-traded and non- traded, are subject to risks including volatile fluctuations in real estate prices, as well as fluctuations in the costs of operating or managing investment properties, which can be substantial. Many REITs obtain management and operational services from companies and service providers which are directly or indirectly related to the sponsor of the REIT, which presents a potential conflict of interest that can impact returns on investments. Page 16 of 30 Date of Brochure: February 23, 2026  Non-traded REITs include: (i) A REIT that is registered with the SEC but is not listed on an exchange or over-the-counter market (non-exchange traded REIT); or (ii) a REIT that is sold pursuant to an exemption to registration (Private REIT). Non-traded REITs are generally blind pool investment vehicles. Blind pools are limited partnerships which do not explicitly state their future investments prior to beginning their capital raising phase. During this period of capital raising, non-traded REITs often pay distributions to their investors. The risks of non-traded REITs are varied and significant. Because they are not exchange-traded investments, they often lack a developed secondary market, thus making them illiquid investments. As blind pool investment vehicles, non-traded REITs’ initial share prices are not related to the underlying value of the properties. This is because non-traded REITs begin and continue to purchase new properties as new capital is raised. Thus, one risk for non-traded REITs is the possibility that the blind pool will be unable to raise enough capital to carry out its investment plan. After the capital raising phase is complete, non-traded REIT shares are infrequently re-valued and thus may not reflect the true net asset value of the underlying real estate investments. Non-traded REITs often offer investors a redemption program where the shares can be sold back to the sponsor; however, those redemption programs are often subject to restrictions and may be suspended at the sponsor’s discretion. While non-traded REITs may pay distributions to investors at a stated target rate during the capital-raising phases, the funds used to pay such distributions may be obtained from sources other than cash flow from operations, and such financing can increase operating costs. Proxy Voting Stonebridge does not take discretion with respect to voting proxies on behalf of its clients. In no event will Stonebridge take discretion with respect to voting proxies on behalf of its clients. Stonebridge will not be obligated to render advice or take any action on behalf of clients with respect to assets presently or formerly held in their accounts that become the subject of any legal proceedings, including bankruptcies. From time to time, securities held in the accounts of clients will be the subject of class action lawsuits. Stonebridge has no obligation to determine if securities held by the client are subject to a pending or resolved class action lawsuit. Stonebridge also has no duty to evaluate a client’s eligibility or to submit a claim to participate in the proceeds of a securities class action settlement or verdict. Furthermore, Stonebridge has no obligation or responsibility to initiate litigation to recover damages on behalf of clients who may have been injured as a result of actions, misconduct, or negligence by corporate management of issuers whose securities are held by clients. Where Stonebridge receives written or electronic notice of a class action lawsuit, settlement, or verdict affecting securities owned by a client, it will forward all notices, proof of claim forms, and other materials to the client. Electronic mail is acceptable where appropriate and where the client has authorized contact in this manner. Page 17 of 30 Date of Brochure: February 23, 2026  Item 7: Client Information Provided to Portfolio Managers The firm is the sole portfolio manager in the Stonebridge Wrap Fee Program and does not share any personal information it collects from its clients other than pursuant to its privacy policy and corresponding notice, or as required by law or regulatory mandate. The firm may collect the following information in order to formulate its investment recommendations to clients: ▪ ▪ ▪ ▪ ▪ ▪ ▪ ▪ ▪ ▪ ▪ ▪ ▪ ▪ ▪ ▪ ▪ ▪ Income Employment and residential information Social security number Cash balance Security balances Transaction detail history Investment objectives, goals, and risk tolerance Sources of wealth and/or deposits Risk assessment Investment time horizon Income and liquidity needs Asset allocation Restrictions on management of accounts Client interview(s) Review of client’s current portfolio Analysis of historical risk/return characteristics of various asset classes Analysis of the long-term outlook for global financial markets Analysis of the long-term global economic and political environments Page 18 of 30 Date of Brochure: February 23, 2026  Item 8: Client Contact with Portfolio Managers The firm encourages communication with its clients and does not limit or condition the amount of time clients can spend with the firm's advisory professionals. Page 19 of 30 Date of Brochure: February 23, 2026  Item 9: Additional Information A. Disciplinary Information and Other Financial Activities and Affiliations There are no legal or disciplinary events that are material to a client’s or prospective client’s evaluation of Adviser’s advisory business or the integrity of Adviser’s management. Other Financial Industry Activities and Affiliations Broker-Dealer or Representative Registration Members and registered advisory personnel of Stonebridge are registered representatives of APW Capital, Inc. (“APW”), a FINRA-registered broker-dealer and member of SIPC. APW is a financial services company engaged in the sale of investment products. As a result of Stonebridge members and registered professionals’ affiliation with APW, such professionals, in their capacity as registered representatives of APW are subject to the general oversight of APW and the Financial Industry Regulatory Authority Inc. (“FINRA”). As such, clients of Stonebridge should understand that their personal and account information is available to FINRA and APW for the fulfillment of their regulatory oversight obligations and duties. Futures or Commodity Registration Neither the firm nor its affiliates are registered as a commodity firm, futures commission merchant, commodity pool operator or commodity trading advisor and do not have an application to register pending. Material Relationships Maintained by this Advisory Business and Conflicts of Interest Broker-Dealer Registration Stonebridge professionals who effect transactions for advisory clients will typically receive transaction or commission compensation from APW. The recommendation of securities transactions for commission creates a conflict of interest in that Stonebridge is economically incented to effect securities transactions for clients. Although Stonebridge strives to put its clients’ interests first, such recommendations may be viewed as being in the best interests of Stonebridge rather than in the client’s best interest. Stonebridge advisory clients are not compelled to effect securities transactions through APW. Page 20 of 30 Date of Brochure: February 23, 2026  Insurance Sales Certain managers, members, and registered employees of Stonebridge are licensed insurance agents. With respect to the provision of financial planning services, from time to time Stonebridge professionals will recommend insurance products offered by such carriers for whom they function as an agent and receive a commission for doing so. Please be advised there is a conflict of interest in that there is an economic incentive to recommend insurance and other investment products of such carriers. Please also be advised that Stonebridge strives to put its clients’ interests first and foremost. Other than for insurance products that require a securities license, such as variable insurance products, clients may utilize any insurance carrier or insurance agency they desire. For products requiring a securities and insurance license, clients may be limited to those insurance carriers that have a selling agreement with Stonebridge’s employing broker-dealer. Recommendation or Selection of Other Investment Advisers and Conflicts of Interest In addition, Christopher Plahm is the owner and an investment adviser representative of Tall Pines Capital, LLC (“TPC”), a registered investment adviser specializing in a micro-capitalization investment strategy. In such capacity with TPC, from time to time he will offer TPC’s advisory services to Stonebridge clients and receive normal and customary fees from Stonebridge clients that separately engage TPC as a result. As such, there is a financial incentive to recommend that clients retain TPC for its micro-capitalization investment strategy. This financial incentive is underscored by the fact that the fees charged by TPC are generally higher than the fees charged by Stonebridge, and that, after a client elects to retain TPC in addition to Stonebridge, Christopher Plahm may transfer client assets managed by Stonebridge to be under the management of TPC. Christopher Plahm and Stonebridge address this conflict of interest by fully disclosing it in this brochure, by advising clients of the additional compensation to be earned, by not applying a Stonebridge advisory fee with respect to assets managed by TPC (since advisory fees are separately charged by TPC), and by only making such recommendations when it is believed to be in the client’s best interest. Clients are under no obligation to invest through TPC. B. Code of Ethics, Participation or Interest in Client Transactions and Personal Trading In accordance with the Advisers Act, the firm has adopted policies and procedures designed to detect and prevent insider trading. In addition, the firm has adopted a Code of Ethics (the “Code”). Among other things, the Code includes written procedures governing the conduct of the firm's advisory and access persons. The Code also imposes certain reporting obligations on persons subject to the Code. The Code and applicable securities transactions are monitored by the chief compliance officer of the firm. The firm will send clients a copy of its Code of Ethics upon written request. The firm has policies and procedures in place to ensure that the interests of its clients are given preference over those of the firm, its affiliates and its employees. For example, there are policies in place to prevent the misappropriation of material non-public information, and such other policies and procedures reasonably designed to comply with federal and state securities laws. Page 21 of 30 Date of Brochure: February 23, 2026  Investment Recommendations Involving a Material Financial Interest and Conflicts of Interest The firm does not engage in principal trading (i.e., the practice of selling stock to advisory clients from a firm’s inventory or buying stocks from advisory clients into a firm’s inventory). In addition, the firm does not recommend any securities to advisory clients in which it has some proprietary or ownership interest. Advisory Firm Purchase of Same Securities Recommended to Clients and Conflicts of Interest The firm, its affiliates, employees and their families, trusts, estates, charitable organizations and retirement plans established by it may purchase the same securities as are purchased for clients in accordance with its Code of Ethics policies and procedures. The personal securities transactions by advisory representatives and employees may raise potential conflicts of interest when they trade in a security that is: ● owned by the client, or ● considered for purchase or sale for the client. require our advisory representatives and employees to act in the client’s best interest Such conflict generally refers to the practice of front-running (trading ahead of the client), which the firm specifically prohibits. The firm has adopted policies and procedures that are intended to address these conflicts of interest. These policies and procedures: ● ● prohibit fraudulent conduct in connection with the trading of securities in a client account ● prohibit employees from personally benefiting by causing a client to act, or fail to act in making investment decisions ● prohibit the firm or its employees from profiting or causing others to profit on knowledge of completed or contemplated client transactions ● allocate investment opportunities in a fair and equitable manner ● provide for the review of transactions to discover and correct any trades that result in an advisory representative or employee benefitting at the expense of a client. Advisory representatives and employees must follow the firm’s procedures when purchasing or selling the same securities purchased or sold for the client. Client Securities Recommendations or Trades and Concurrent Advisory Firm Securities Transactions and Conflicts of Interest From time to time, the firm, its affiliates, employees and their families, trusts, estates, charitable organizations, and retirement plans established by it will execute securities transactions for their own accounts that differ from those recommended or effected for other the firm clients. The firm will make a reasonable attempt to trade securities in client accounts at or prior to trading the securities in its affiliate, corporate, employee or employee-related accounts, or will otherwise include affiliate, corporate, employee or employee-related accounts in the same block/aggregate trade order as clients such that the average price is paid by all participants in such block/aggregate trade order. It is the policy of the firm to place the clients’ interests above those of the firm and its employees. Page 22 of 30 Date of Brochure: February 23, 2026  Factors Used to Select Broker-Dealers for Client Transactions Custodian Recommendations Stonebridge generally recommends that clients establish brokerage accounts with Charles Schwab & Co., Inc. (“Schwab” or “custodian”), a FINRA registered broker-dealer, member SIPC, to maintain custody of clients’ assets and to effect trades for their accounts. Although Stonebridge recommends that clients establish accounts at the custodian, it is the client’s decision to custody assets with the custodian. Stonebridge is independently owned and operated and not affiliated with custodian. For Stonebridge client accounts maintained by the custodian, the custodian generally does not charge separately for custody services but is compensated by account holders through commissions and other transaction-related or asset-based fees for securities trades that are executed through the custodian or that settle into custodian accounts. Wrap fee clients do not pay separate transaction-related fees to the custodian. Stonebridge considers the financial strength, reputation, operational efficiency, cost, execution capability, level of customer service, and related factors in recommending broker-dealers or custodians to advisory clients. In certain instances, and subject to approval by Stonebridge, Stonebridge will recommend to clients certain other broker-dealers and/or custodians based on the needs of the individual client, and taking into consideration the nature of the services required, the experience of the broker-dealer or custodian, the cost and quality of the services, and the reputation of the broker-dealer or custodian. The final determination to engage a broker-dealer or custodian recommended by Stonebridge will be made by and at the sole discretion of the client. The client recognizes that broker-dealers and/or custodians have different cost and fee structures and trade execution capabilities. As a result, there may be disparities with respect to the cost of services and/or the transaction prices for securities transactions executed on behalf of the client. Clients are responsible for assessing the commissions and other costs charged by broker-dealers and/or custodians. How We Select Brokers/Custodians to Recommend Stonebridge seeks to recommend a custodian/broker who will hold client assets and execute transactions on terms that are overall most advantageous when compared to other available providers and their services. We consider a wide range of factors, including, among others, the following: ● combination of transaction execution services along with asset custody services (generally without a separate fee for custody) ● capability to execute, clear, and settle trades (buy and sell securities for client accounts) ● capabilities to facilitate transfers and payments to and from accounts (wire transfers, check requests, bill payment, etc.) ● breadth of investment products made available (stocks, bonds, mutual funds, exchange- traded funds (ETFs), etc.) ● availability of investment research and tools that assist us in making investment decisions ● quality of services ● competitiveness of the price of those services (commission rates, margin ● ● interest rates, other fees, etc.) and willingness to negotiate them reputation, financial strength, and stability of the provider their prior service to us and our other clients Page 23 of 30 Date of Brochure: February 23, 2026  ● availability of other products and services that benefit us, as discussed below Client’s Custody and Brokerage Costs For client accounts that the firm maintains, the custodian generally does not charge clients separately for custody services but is compensated by charging commissions or other fees on trades that it executes or that settle into the custodian’s accounts. The custodian’s commission rates applicable to the firm’s client accounts were negotiated based on the firm’s commitment to maintain a certain minimum amount of client assets at the custodian. This commitment benefits the client because the overall commission rates paid are lower than they would be if the firm had not made the commitment. In addition to commissions, the custodian charges a flat dollar amount as a “prime broker” or “trade away” fee for each trade that the firm has executed by a different broker-dealer but where the securities bought or the funds from the securities sold are deposited (settled) into the client’s custodian account. These fees are in addition to the commissions or other compensation the client pays the executing broker- dealer. Because of this, in order to minimize the client’s trading costs, the firm has the custodian execute most trades for the account. Wrap fee clients do not pay separate transaction-related fees to the custodian. Soft Dollar Arrangements The firm does not utilize soft dollar arrangements. The firm does not direct brokerage transactions to executing brokers for research and brokerage services. Institutional Trading and Custody Services The custodian provides the firm with access to its institutional trading and custody services, which are typically not available to the custodian’s retail investors. These services generally are available to independent investment advisers on an unsolicited basis, at no charge to them so long as a certain minimum amount of the advisor’s clients’ assets are maintained in accounts at a particular custodian. These services are not contingent upon the firm committing to a custodian any specific amount of business (assets in custody or trading commissions). The custodian’s brokerage services include the execution of securities transactions, custody, research, and access to mutual funds and other investments that are otherwise generally available only to institutional investors or would require a significantly higher minimum initial investment. Other Products and Services Custodian also makes available to the firm other products and services that benefit the firm but may not directly benefit its clients’ accounts. Many of these products and services are used to service all or some substantial number of the firm's accounts, including accounts not maintained at custodian. The custodian also generally makes available to the firm software and other technology that ● provide access to client account data (such as trade confirmations and ● account statements) facilitate trade execution and allocate aggregated trade orders for multiple client accounts ● provide research, pricing and other market data Page 24 of 30 Date of Brochure: February 23, 2026  facilitate payment of the firm’s fees from its clients’ accounts ● ● assist with back-office functions, recordkeeping and client reporting The custodian also offers other services intended to help the firm manage and further develop its business enterprise. These services include information technology consulting ● compliance, legal and business consulting ● ● Customer Relation Management (CRM) software ● marketing support ● publications and conferences on practice management and business succession ● access to employee benefits providers, human capital consultants and insurance providers The custodian also provides other benefits such as educational events or occasional business entertainment of the firm personnel. In evaluating whether to recommend that clients custody their assets at the custodian, the firm may take into account the availability of some of the foregoing products and services and other arrangements as part of the total mix of factors it considers, and not solely the nature, cost or quality of custody and brokerage services provided by the custodian, which creates a conflict of interest. The firm addresses this conflict of interest by fully disclosing it in this wrap brochure, by making custodian recommendations that it believes are in the best interest of clients, and by evaluating the custodian based on factors independent of the benefits it receives. Independent Third Parties The custodian makes available, arranges, and/or pays third-party vendors for the types of services rendered to the firm. The custodian retains the ability to discount or waive fees it would otherwise charge for some of these services or all or a part of the fees of a third party providing these services to the firm. Additional Compensation Received from Custodians The firm generally recommends certain broker-dealers or custodians to clients for custody and brokerage services. By virtue of its ability to service its clients through the platforms of such broker-dealers or custodians, the firm typically receive 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 firm participants ● Access to block trading (which provides the ability to aggregate securities transactions for execution and then allocate the appropriate shares to client accounts) ● The ability to have advisory fees deducted directly from client accounts ● Access to an electronic communications network for client order entry and account information ● Access to mutual funds with no transaction fees and to certain institutional money managers ● Discounts on compliance, marketing, research, technology, and practice management products or services provided to the firm by third-party vendors Page 25 of 30 Date of Brochure: February 23, 2026  The custodian also retains the ability to pay for business consulting and professional services received by the firm’s related persons, as well as to pay or reimburse expenses (including client transition expenses, travel, lodging, meals and entertainment expenses for the firm’s personnel to attend conferences). Some of the products and services made available by such custodian through its institutional customer programs are designed to benefit the firm but may not benefit its client accounts. These products or services may assist the firm in managing and administering client accounts, including accounts not maintained at the custodian as applicable. Other services made available through the programs are intended to help the firm manage and further develop its business enterprise. The benefits received by the firm or its personnel through participation in these programs do not depend on the amount of brokerage transactions directed to the broker-dealer. As part of its fiduciary duties to clients, the firm endeavors at all times to put the interests of its clients first. Clients should be aware, however, that the receipt of economic benefits by the firm or its related persons in and of itself creates a potential conflict of interest and may indirectly influence the firm’s recommendation of broker-dealers for custody and brokerage services. The Firm’s Interest in Schwab’s Services The availability of these services from the custodian benefits the firm because the firm does not have to produce or purchase them. The firm does not have to pay for the custodian’s services so long as a certain minimum of client assets is kept in accounts at the custodian. These services are not contingent upon the firm committing any specific amount of business to the custodian in trading commissions or assets in custody. This minimum of client assets may give the firm an incentive to recommend that clients maintain their accounts with the custodian based on the firm’s interest in receiving the custodian’s services that benefit the firm’s business rather than based on the client’s interest in receiving the best value in custody services and the most favorable execution of client transactions. This is a conflict of interest. The firm believes, however, that the selection of the custodian as custodian and broker is in the best interest of clients. It is primarily supported by the scope, quality, and price of the custodian’s services and not the custodian’s services that benefit only the firm. Brokerage for Client Referrals The firm does not engage in the practice of directing brokerage commissions in exchange for the referral of advisory clients. Directed Brokerage Firm Recommendations The firm typically recommends Schwab as custodian for clients’ funds and securities and to execute securities transactions on its clients’ behalf. Client-Directed Brokerage Occasionally, clients may direct the firm to use a particular broker-dealer to execute portfolio transactions for their account or request that certain types of Page 26 of 30 Date of Brochure: February 23, 2026  securities not be purchased for their account. Clients who designate the use of a particular broker-dealer should be aware that they will lose any possible advantage the firm derives from aggregating transactions. Such client trades are typically affected after the trades of clients who have not directed the use of a particular broker-dealer. The firm loses the ability to aggregate trades with other firm advisory clients, potentially subjecting the client to inferior trade execution prices as well as higher commissions. Aggregating Securities Transactions for Client Accounts Best Execution The firm, pursuant to the terms of its investment advisory agreement with clients, has discretionary authority to determine which securities are to be bought and sold, and the amount of such securities. The firm recognizes that the analysis of execution quality involves a number of factors, both qualitative and quantitative. The firm will follow a process in an attempt to ensure that it is seeking to obtain the most favorable execution under the prevailing circumstances when placing client orders. These factors include but are not limited to the following: ● The financial strength, reputation and stability of the broker ● The efficiency with which the transaction is effected ● The ability to effect prompt and reliable executions at favorable prices (including the applicable dealer spread or commission, if any) ● The availability of the broker to stand ready to effect transactions of varying degrees of difficulty in the future ● The efficiency of error resolution, clearance and settlement ● Block trading and positioning capabilities ● Performance measurement ● Online access to computerized data regarding customer accounts ● Availability, comprehensiveness, and frequency of brokerage and research services ● Commission rates ● The economic benefit to the client ● Related matters involved in the receipt of brokerage services Consistent with its fiduciary responsibilities, the firm seeks to ensure that clients receive best execution with respect to clients’ transactions by blocking client trades to reduce commissions and transaction costs. To the best of the firm’s knowledge, these custodians provide high- quality execution, and the firm’s clients do not pay higher transaction costs in return for such execution. Commission rates and securities transaction fees charged to effect such transactions are established by the client’s independent custodian and/or broker-dealer. Based upon its own knowledge of the securities industry, the firm believes that such commission rates are competitive within the securities industry. Lower commissions or better execution may be able to be achieved elsewhere. Furthermore, wrap fee clients do not pay separate custodian transaction charges. Security Allocation Since the firm may be managing accounts with similar investment objectives, the firm may aggregate orders for securities for such accounts. In such event, allocation of the securities so purchased or sold, as well as expenses incurred in the transaction, is made Page 27 of 30 Date of Brochure: February 23, 2026  by the firm in the manner it considers to be the most equitable and consistent with its fiduciary obligations to such accounts. The firm’s allocation procedures seek to allocate investment opportunities among clients in the fairest possible way, taking into account the clients’ best interests. The firm will follow procedures to ensure that allocations do not involve a practice of favoring or discriminating against any client or group of clients. Account performance is never a factor in trade allocations. The firm’s advice to certain clients and entities and the action of the firm for those and other clients are frequently premised not only on the merits of a particular investment, but also on the suitability of that investment for the particular client in light of his or her applicable investment objective, guidelines and circumstances. Thus, any action of the firm with respect to a particular investment may, for a particular client, differ or be opposed to the recommendation, advice, or actions of the firm to or on behalf of other clients. Order Aggregation Orders for the same security entered on behalf of more than one client will generally be aggregated (i.e., blocked or bunched) subject to the aggregation being in the best interests of all participating clients. Subsequent orders for the same security entered during the same trading day may be aggregated with any previously unfilled orders. Subsequent orders may also be aggregated with filled orders if the market price for the security has not materially changed and the aggregation does not cause any unintended duration exposure. All clients participating in each aggregated order will receive the average price and, subject to minimum ticket charges and possible step outs, pay a pro rata portion of commissions. To minimize performance dispersion, “strategy” trades should be aggregated and average priced. However, when a trade is to be executed for an individual account and the trade is not in the best interests of other accounts, then the trade will only be performed for that account. This is true even if the firm believes that a larger block trade would lead to the best overall price for the security being transacted. Allocation of Trades All allocations will be made prior to the close of business on the trade date. In the event an order is “partially filled,” the allocation will be made in the best interests of all the clients in the order, taking into account all relevant factors including, but not limited to, the size of each client’s allocation, clients’ liquidity needs and previous allocations. In most cases, accounts will get a pro forma allocation based on the initial allocation. This policy also applies if an order is “over-filled.” The firm acts in accordance with its duty to seek best price and execution and will not continue any arrangements if the firm determines that such arrangements are no longer in the best interest of its clients. Page 28 of 30 Date of Brochure: February 23, 2026  Review of Accounts Schedule for Periodic Review of Client Accounts or Financial Plans and Advisory Persons Involved Accounts are reviewed by Stonebridge’s Managers. The frequency of reviews is determined based on the client’s investment objectives, but reviews are conducted no less frequently than annually. More frequent reviews may also be triggered by a change in the client’s investment objectives, tax considerations, large deposits or withdrawals, large purchases or sales, loss of confidence in corporate management, or changes in macroeconomic climate. Review of Client Accounts on Non-Periodic Basis The firm may perform ad hoc reviews on an as-needed basis if there have been material changes in the client’s investment objectives or risk tolerance, or a material change in how the firm formulates investment advice. Content of Client-Provided Reports and Frequency Stonebridge may provide reports upon client request. Such reports will include information on contributions and withdrawals in the client's investment portfolio, and the performance of the client's portfolio measured against appropriate benchmarks (including benchmarks selected by the client). The client’s independent custodian provides account statements directly to the client no less frequently than quarterly. The custodian’s statement is the official record of the client’s securities account and supersedes any statements or reports created on behalf of the client by Stonebridge. Economic Benefits Provided to the Advisory Firm from External Sources and Conflicts of Interest Stonebridge does not receive economic benefits for referring clients to third-party service providers. Advisory Firm Payments for Client Referrals Stonebridge has entered into a client referral agreement with SmartAsset Advisors LLC (“SmartAsset”) whereby Stonebridge compensates SmartAsset in the form of a per-lead flat fee or percentage of advisory fee revenue for introductions to prospective clients. Stonebridge has also entered into client referral agreements with various other third-party professionals (one of whom is the brother of Christopher Plahm), whereby Stonebridge compensates such professionals in the form of a percentage of advisory fee revenue for introductions to prospective clients. In all such instances, referred clients will be provided with a solicitor’s disclosure statement that describes the relationship between Stonebridge and the referral source, and the compensation that will be paid for the referral. In no instances will a referred client’s advisory fees be increased as a result of being referred by a referral source, as such costs are purely borne by Stonebridge. Page 29 of 30 Date of Brochure: February 23, 2026  Financial Information Balance Sheet Stonebridge does not require the prepayment of fees of $1,200 or more, six months or more in advance, and as such is not required to file a balance sheet. Financial Conditions Reasonably Likely to Impair Advisory Firm’s Ability to Meet Commitments to Clients The firm does not have any financial issues that would impair its ability to provide services to clients. Bankruptcy Petitions During the Past Ten Years There is nothing to report for this item. Page 30 of 30 Date of Brochure: February 23, 2026