SUPERIOR FINANCIAL, LLC

Item 1: Cover Page Superior Financial, LLC ADV Part 2A - Firm Brochure This brochure provides information about the qualifications and business practices of Superior Financial, LLC. If you have any questions about the contents of this brochure, please contact us at (507) 316-0160 or by email at: Peter@SuperiorFinancialLLC.com. 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. information about Superior Financial, LLC is also available on the SEC’s website at Additional www.adviserinfo.sec.gov. Superior Financial, LLC’s CRD number is: 148326 3265 19th St. NW, Ste. 320 Rochester, MN 55901 (507) 316-0160 www.SuperiorFinancialLLC.com Peter@SuperiorFinancialLLC.com Registration does not imply a certain level of skill or training. Version Date: April 24, 2026  Item 2: Material Changes  Since the Firm’s last annual update of January 27, 2026, the Firm has filed for registration with the Securities and Exchange Commission. At any time, you may view the current Brochure on-line at the SEC’s Investment Adviser Public Disclosure website (www.adviserinfo.sec.gov). You may also request a copy of this Brochure at any time by contact us at (507) 316-0160. i  Item 3: Table of Contents Table of Contents Item 1 - Cover Page ..................................................................................................................................................................................................... Item 2: Material Changes ........................................................................................................................................................................................... i Item 3: Table of Contents .......................................................................................................................................................................................... ii Item 4: Advisory Business .........................................................................................................................................................................................1 A. Description of the Advisory Firm ..................................................................................................................................................................1 B. Types of Advisory Services .............................................................................................................................................................................1 C. Client Tailored Services and Client Imposed Restrictions ..........................................................................................................................3 D. Wrap Fee Programs .........................................................................................................................................................................................3 E. Amounts Under Management ........................................................................................................................................................................3 Item 5: Fees and Compensation ................................................................................................................................................................................3 A. Fee Schedule .....................................................................................................................................................................................................4 B. Payment of Fees ................................................................................................................................................................................................4 Payment of Advisory Service Fees ......................................................................................................................................................................4 C. Clients Are Responsible for Third Party Fees ...............................................................................................................................................5 D. Prepayment of Fees ..........................................................................................................................................................................................5 E. Outside Compensation for the Sale of Securities to Clients ........................................................................................................................5 Item 6: Performance-Based Fees and Side-By-Side Management ........................................................................................................................5 Item 7: Types of Clients .............................................................................................................................................................................................5 Minimum Account Size ...................................................................................................................................Error! Bookmark not defined. Item 8: Investment Strategies and Risk, of Investment Loss .................................................................................................................................6 A. Investment Strategies / Principles .................................................................................................................................................................6 B. Material Risks Involved ...................................................................................................................................................................................6 C. Risks of Specific Securities Utilized ...............................................................................................................................................................8 Item 9: Disciplinary Information ..............................................................................................................................................................................9 Item 10: Other Financial Industry Activities and Affiliations ..............................................................................................................................9 A. Registration as a Broker-Dealer or Broker-Dealer Representative.............................................................................................................9 B. Registration as a Futures Commission Merchant, Commodity Pool Operator, or a Commodity Trading Advisor ...........................9 C. Registration Relationships Material to this Advisory Business and Possible Conflicts of Interests ......................................................9 D. Selection of Other Advisers or Managers and How This Adviser is Compensated for Those Selections ............................................9 Item 11: Code of Ethics, Participation in Transactions, Personal Trading ........................................................................................................10 A. Code of Ethics .................................................................................................................................................................................................10 B. Recommendations Involving Material Financial Interests ........................................................................................................................10 C. Investing Personal Money in the Same Securities as Clients ....................................................................................................................10 D. Trading Securities At/Around the Same Time as Clients’ Securities .....................................................................................................10 ii  Item 12: Brokerage Practices ...................................................................................................................................................................................10 A. Factors Used to Select Custodians and/or Broker-Dealers ......................................................................................................................10 1. Research and Other Soft-Dollar Benefits ......................................................................................................................................................11 2. Brokerage for Client Referrals .......................................................................................................................................................................11 3. Clients Directing Which Broker-Dealer/Custodian to Use ...........................................................................................................................11 B. Aggregating (Block) Trading for Multiple Client Accounts ......................................................................................................................11 Item 13: Reviews of Accounts .................................................................................................................................................................................11 A. Frequency and Nature of Periodic Reviews and Who Makes Those Reviews .......................................................................................11 B. Factors That Will Trigger a Non-Periodic Review of Client Accounts ....................................................................................................12 C. Content and Frequency of Regular Reports Provided to Clients .............................................................................................................12 Item 14: Client Referrals and Other Compensation .............................................................................................................................................12 A. Economic Benefits Provided by Third Parties for Advice Rendered to Clients (Includes Sales Awards or Other Prizes) ..............12 B. Compensation to Non –Advisory Personnel for Client Referrals ............................................................................................................12 Item 15: Custody ......................................................................................................................................................................................................12 Item 16: Investment Discretion ...............................................................................................................................................................................12 Item 17: Voting Client Securities (Proxy Voting) .................................................................................................................................................13 Item 18: Financial Information................................................................................................................................................................................13 A. Balance Sheet ..................................................................................................................................................................................................13 B. Financial Conditions Reasonably Likely to Impair Ability to Meet Contractual Commitments to Clients ........................................13 C. Bankruptcy Petitions in Previous Ten Years ...............................................................................................................................................13 iii  Item 4: Advisory Business A. Description of the Advisory Firm This firm is a fee-only financial planning and investment advisory firm and has been in business since October 29, 2008. The principal owner is Peter Scott Melsness. Additionally, 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 and/or the Internal Revenue 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. B. Types of Advisory Services Superior Financial, LLC (hereinafter “SF”) offers the following services to advisory clients: Wealth Management: SF’s wealth management engagement is an ongoing, planning relationship where we take the time to learn your aspirations, values, and goals and create a financial goal plan to achieve them. Service includes ongoing advice on your financial position, investment portfolio, tax strategies, income replacement planning and estate planning as needed. Your plan is reviewed and updated regularly and tracked to your goals. Wealth management service includes ongoing management of your account(s) at an independent custodian (Charles Schwab). Accounts are managed to your individual goals and objectives. SF accepts discretionary authority in performing investment management services to client’s account(s). Investment recommendations (managed and held-away accounts)  Financial plan catered to your individual goals  Unlimited “what if” plan scenarios and updates   Retirement income strategies  Social Security coordination  Risk management  Tax planning strategies  Healthcare planning  Estate planning strategies SF requires a minimum of $500,000 in investable assets for our Wealth Management service. 1  NEOS Planning: Neos Planning is a planning service designed for clients with higher incomes but limited investable assets. Service includes two meetings per year which can take place face-to- face or virtually. Once a Neos Planning client accumulates $500,000 in assets under management, they are no longer eligible to receive NEOS services. Included in service:  Strategies for strengthening financial position  Cash flow management  Budgeting  Debt coaching  Risk management, insurance coaching Discretionary investment management services are also provided in this service. Financial Review: Financial Review is a limited engagement. The review is a financial assessment designed to help the client answer their most immediate financial questions. Service to include up to three separate meetings:  Discovery Meeting: Gather your financial information, goals, and planning  objectives. Initial Findings Meeting: Review financial information, assumptions, and initial findings. Discuss implementation options.  Take Action Meeting: Review final findings and recommendations and set forth specific action steps. Financial areas addressed in the service may include:  Financial Preparedness: Assessment and advice on how you are tracking toward achieving your financial goals.  Financial Position Review: Budgeting, Debt, Taxes, Emergency Fund, etc.  Savings & Investment Review: Retirement, Education, Second Opinion on  Investment mix and fees. (Implementation of investment recommendations is NOT included.) Insurance Review: Life, Disability, Health, Property & Casualty, Long Term Care, etc.  Estate Plan Review: Advise client as to the financial implications in the distribution of client’s estate according to client’s estate planning documents. Note: Financial Review is not intended to be a comprehensive financial plan and investment management services are not provided. 2  Other Engagements SF may have legacy clients under different engagements and fees than those above. Services Limited to Specific Types of Investments SF does not limit its investment advice to specific types of investments or securities such as ETFs, mutual funds, individual equities, or fixed income products. SF may use a variety of securities to help diversify a portfolio when applicable. C. Client Tailored Services and Client Imposed Restrictions SF offers the same suite of services to all its clients. However, specific client financial plans and their implementation are dependent upon the client’s Investment Policy Statement which outlines each client’s current situation and risk tolerance levels and is used to construct a client specific plan to aid in the selection of a portfolio that matches restrictions, needs, and targets. Clients may impose restrictions in investing in certain securities or types of securities in accordance with their values or beliefs. However, if the restrictions prevent SF from properly servicing the client account, or if the restrictions would require SF to deviate from its standard suite of services, SF reserves the right to end the relationship. D. Wrap Fee Programs SF does not participate in any wrap fee programs. E. Amounts Under Management SF has the following assets under management: Discretionary Amounts: Non-discretionary Amounts: Date Calculated: $112,181,935 $0 12/31/2025 Item 5: Fees and Compensation Fees are negotiable in the sole discretion of SF; furthermore, SF may have legacy clients under different engagements and fees than those described below. 3  A. Fee Schedule Wealth Management Service Fee: Annual Fee Assets Under Management 0.95% First $500,000 under management 0.65% Next $500,000 under management 0.45% Any assets greater than $1,000,000 under management Neos Planning: Fee: $300 per month Financial Review Service Fee: Fee: $2,500 After the completion of their review, clients may contact SF with follow up questions for an additional hourly fee. B. Payment of Fees Payment of Advisory Service Fees Wealth management fees are tiered fees paid quarterly in advance through a direct debit of the client’s managed account. 4  NEOS Financial Services fees and Financial Review fees are paid by check, credit card or ACH. C. Clients Are Responsible for Third Party Fees While SF strives to limit fees and invests client assets primarily in commission free investments, clients are responsible for the payment of all third-party fees (i.e. custodian fees, mutual fund fees, transaction fee etc.). Those fees are separate and distinct from the fees and expenses charged by SF. Please see Item 12 of this brochure regarding broker/custodian. D. Prepayment of Fees SF collects fees in advance. Fees that are collected in advance will be refunded based on the total days during the billing period that services were provided in the wealth management or NEOS engagements or a prorated amount based on the amount of work completed at the point of termination in a Financial Review engagement. Fees will be returned within fourteen days to the client via check or deposited back into the account. E. Outside Compensation for the Sale of Securities to Clients Neither SF nor its supervised persons accept any compensation for the sale of securities or other investment products, including asset-based sales charges or services fees from the sale of mutual funds. Item 6: Performance-Based Fees and Side-By-Side Management SF does not accept performance-based fees or other fees based on a share of capital gains on or capital appreciation of the assets of a client. Item 7: Types of Clients SF generally provides investment advice to individuals and high net-worth individuals. We generally require a minimum of $500,000 in investable assets for our Wealth Management service. There are no account minimums required for Financial Review services. We reserve the right to waive any minimums at our sole discretion. 5  Item 8: Investment Strategies and Risk, of Investment Loss A. Investment Strategies / Principles Asset Allocation – Asset allocation will determine the vast majority of investment performance. Our institutionally managed strategies help ensure long-term investment success. Broad Diversification - It is important to hold a broad array of investments with multiple asset classes that include global diversification. Keep Costs Low – We focus on low-cost, tax efficient investments which directly benefit you. Rebalancing – Accounts are reviewed at least quarterly and rebalanced when asset allocations are outside of targeted amounts allowing for opportunity for increased returns and reduced risk. The investment strategy for a specific client is based upon the objectives stated by the client during consultations. For some qualified clients, we recommend alternative investments as a part of their investment portfolio. For those clients for whom alternative investments are used, SF uses various alternatives including but not limited to non-traded REITs and interval funds. Non-traded (i.e., illiquid) investments will require additional paperwork and approvals for purchases. Other strategies may include long-term purchases, short-term purchases, trading, margin transactions, and option writing (covered options). Investing in securities involves a risk of loss that you, as a client, should be prepared to bear. B. Material Risks Involved All investment programs have certain risks that are borne by the investor. Our investment approach constantly keeps the risk of loss in mind. Investors face the following investment risks:  Interest-rate Risk: Fluctuations in interest rates may cause investment prices to fluctuate. For example, when interest rates rise, yields on existing bonds become less attractive, causing their market values to decline. 6   Market Risk: The price of a security, bond, or mutual fund may drop in reaction to tangible and intangible events and conditions. This type of risk is caused by external factors independent of a security’s particular underlying circumstances. For example, political, economic, and social conditions may trigger market events.  Inflation Risk: When any type of inflation is present, a dollar today will not buy as much as a dollar next year, because purchasing power is eroding at the rate of inflation.  Currency Risk: Overseas investments are subject to fluctuations in the value of the dollar against the currency of the investment’s originating country. This is also referred to as exchange rate risk.  Reinvestment Risk: This is the risk that future proceeds from investments may have to be reinvested at a potentially lower rate of return (i.e., interest rate). This primarily relates to fixed income securities.  Business Risk: These risks are associated with a particular industry or a particular company within an industry. For example, oil-drilling companies depend on finding oil and then refining it, a lengthy process, before they can generate a profit. They carry a higher risk of profitability than an electric company, which generates its income from a steady stream of customers who buy electricity no matter what the economic environment is like.  Liquidity Risk: Liquidity is the ability to readily convert an investment into cash. Generally, assets are more liquid if many traders are interested in a standardized product. For example, Treasury Bills are highly liquid, while real estate properties and non-traded REITs are not.  Financial Risk: Excessive borrowing to finance a business’ operations increases the risk of profitability, because the company must meet the terms of its obligations in good times and bad. During periods of financial stress, the inability to meet loan obligations may result in bankruptcy and/or a declining market value. SF utilizes investment strategies that are designed to capture market rates of both return and risk. Frequent trading, when done, can affect investment performance, particularly through increased brokerage and other transaction costs and taxes. Investing in securities involves a risk of loss that you, as a client, should be prepared to bear. 7  C. Risks of Specific Securities Utilized SF investments are primarily in Exchange Traded Funds (ETFs), Mutual funds, and Individual Stocks. As noted above, SF also uses, when appropriate for a client’s investment strategy, some alternative investments, and options.  ETF and Mutual Fund Risk- When investing in an ETF or mutual fund, you will bear additional expenses based on your pro rata share of the ETF’s or mutual fund’s operating expenses, including the potential duplication of management fees. The risk of owning an ETF or mutual fund generally reflects the risks of owning the underlying securities of the ETF or mutual funds. You will also incur brokerage costs when purchasing ETFs.  Equity (stock) Market Risk- Common stocks are susceptible to general stock market fluctuations and to the volatile increases and decreases in value as market confidence in and perceptions of their issuers change. If you held common stock, or common stock equivalents, of any given issuer, you would generally be exposed to greater risk than if you held preferred stocks and debt obligations of the issuer.  Alternative Investments – Alternative Investments involve risk, including loss of principal. Alternative Investments, as noted above, are not suitable for all investors. The use of Alternative Investments such as certain mutual funds, non- traded REITs, partnerships, private offerings, individualized debt obligations, private equity, derivatives, leverage, forward and futures contracts, and commodities exposes clients to additional risks including increased volatility, lack of liquidity, and possible losses greater than their initial investment as well as increased transaction costs.  Options Risk - When writing covered call options to produce income for a client’s account, there may be times when the underlying stock is “called” (call option contract exercised or assigned) by the investor that purchased the call option. That means the client would be required to sell the underlying security at the exercise (pre-determined) price to that investor. Clients may be required to open a margin account in order to invest in options and would result in margin interest costs to the client. Option positions may be adversely affected by company specific issues (the issuer of the underlying security) which may include but are not limited to bankruptcy, insolvency, failing to file with regulatory bodies, being delisted, having trading halted or suspended, corporate reorganizations, asset sales, spin offs, stock splits, mergers, and acquisitions. In addition, market related actions, political issues, and economic issues may adversely affect the option market. These factors could restrict, halt, suspend, or terminate option positions written (sold) or purchased. Changes in value of the option may not correlate with the underlying security, and the account could lose 8  more than principal amount invested. Options involve risk and are not suitable for all clients. Past performance is not a guarantee of future returns. Investing in securities involves a risk of loss that you, as a client, should be prepared to bear. Item 9: Disciplinary Information There are no legal or disciplinary events that are material to a client’s or prospective client’s evaluation of this advisory business or the integrity of our management. Item 10: Other Financial Industry Activities and Affiliations A. Registration as a Broker-Dealer or Broker-Dealer Representative Neither SF or its representatives are registered as a broker-dealer or as representatives of a broker-dealer. B. Registration as a Futures Commission Merchant, Commodity Pool Operator, or a Commodity Trading Advisor Neither SF or its representatives are registered as a FCM, CPO, or CTA. C. Registration Relationships Material to this Advisory Business and Possible Conflicts of Interests Neither SF or its representatives have any registration relationships or arrangements material to its advisory business or clients that create any material conflicts of interest that are required to be disclosed. D. Selection of Other Advisers or Managers and How This Adviser is Compensated for Those Selections SF does not recommend or select other investment advisers for its clients for which it receives compensation. 9  Item 11: Code of Ethics, Participation in Transactions, Personal Trading A. Code of Ethics We have a written Code of Ethics and Compliance Procedures that cover the following areas: Insider Trading, Personal Securities Transactions, Exempted Transactions, Prohibited Activities, Conflicts of Interest, Confidentiality, Compliance Procedures, Compliance with Laws and Regulations, Certification of Compliance, Reporting Violations, Compliance Officer Duties, Recordkeeping, and Annual Reviews. Clients may request a copy of our Code of Ethics from management. B. Recommendations Involving Material Financial Interests SF does not recommend that clients buy or sell any security in which a related person to SF has a financial interest. C. Investing Personal Money in the Same Securities as Clients From time to time, representatives of SF may buy or sell securities for themselves that they also recommend to clients. SF will always document any transactions that could be construed as conflicts of interest and will always transact client business before their own when similar securities are being bought or sold. D. Trading Securities At/Around the Same Time as Clients’ Securities From time to time, representatives of SF may buy or sell securities for themselves at or around the same time as clients. SF employees will transact their personal securities transactions after client transactions if the transaction is in a security that is being added or deleted from client accounts. Employees will also be allowed to participate in block transactions alongside clients if the firm places a block trade for clients. Item 12: Brokerage Practices A. Factors Used to Select Custodians and/or Broker-Dealers 10  The custodian was chosen based on their relatively low transaction fees and access to a wide selection of investment options. SF will never charge a premium or commission on transactions, beyond the actual cost imposed by Custodian. 1. Research and Other Soft-Dollar Benefits There is no minimum client number or dollar number that SF must meet to receive free research from the custodian or broker-dealer. There is no incentive to for SF to direct clients to one broker-dealer over another broker-dealer who offers the same services. The first consideration when recommending broker-dealers to clients is best execution. 2. Brokerage for Client Referrals SF receives no referrals from a broker-dealer or third party in exchange for using that broker-dealer or third party. 3. Clients Directing Which Broker-Dealer/Custodian to Use SF will not allow clients to direct SF to use a specific broker-dealer to execute transactions. Clients must use SF recommended custodian (broker-dealer). Specific custodian recommendations are made to clients based on their need for such services. SF recommends custodians based on its opinion of the integrity and financial responsibility of the firm and the best execution of orders at reasonable commission rates. SF does not receive fees or commissions from any of these arrangements. B. Aggregating (Block) Trading for Multiple Client Accounts SF maintains the ability to block trade purchases across accounts but will rarely do so. While block trading may benefit clients by purchasing larger blocks in groups, we do not feel that the clients are at a disadvantage due to the best execution practices of our custodian. Item 13: Reviews of Accounts A. Frequency and Nature of Periodic Reviews and Who Makes Those Reviews Client accounts are reviewed at least annually by Peter Scott Melsness. He reviews clients’ accounts to ensure consistency with the client’s IPS and risk tolerance levels. 11  B. Factors That Will Trigger a Non-Periodic Review of Client Accounts Reviews may be triggered by material market, economic or political events, or by changes in client's financial situations (such as retirement, termination of employment, physical move, or inheritance). C. Content and Frequency of Regular Reports Provided to Clients Each client will receive a statement at least quarterly from the account custodian detailing the clients account positions. Item 14: Client Referrals and Other Compensation A. Economic Benefits Provided by Third Parties for Advice Rendered to Clients (Includes Sales Awards or Other Prizes) SF does not receive any economic benefit, directly or indirectly from any third party for advice rendered to SF clients. B. Compensation to Non –Advisory Personnel for Client Referrals SF does not compensate any third-parties for client referrals. Item 15: Custody SF does not take physical custody of client accounts at any time. Custody of client’s accounts are held with an independent, qualified custodian chosen by the client. SF does have authority granted by some clients to deduct its advisory fee from a client’s account held by the client’s custodian. Clients will receive account statements directly from the qualified custodian at least quarterly and should carefully review those statements. Item 16: Investment Discretion For those client accounts where SF provides ongoing investment advice with ongoing supervision, SF maintains limited power of authority over client accounts with respect to securities to be bought and sold and amount of securities to be bought and sold. All buying and selling of securities is explained to clients in detail before an advisory relationship has commenced. 12  Item 17: Voting Client Securities (Proxy Voting) SF will not ask for, nor accept voting authority for client securities. Clients will receive proxies directly from the issuer of the security or the custodian. Clients should direct all proxy questions to the issuer of the security. Item 18: Financial Information A. Balance Sheet SF does not require nor solicit prepayment of more than $1200 in fees per client, for six months or more in advance and therefore is not required to include a balance sheet with this brochure. B. Financial Conditions Reasonably Likely to Impair Ability to Meet Contractual Commitments to Clients Neither SF nor its management have any financial conditions that is likely to reasonably impair our ability to meet contractual commitments to clients. C. Bankruptcy Petitions in Previous Ten Years Neither SF nor its management has been the subject of a bankruptcy petition in the last ten years. 13