SYNCHRONOUS WEALTH ADVISORS LLC

Item 1: Cover Page Synchronous Wealth Advisors LLC Form ADV Part 2A Brochure Address: 606 Alamo Pintado Rd Suite 3-215 Solvang, CA 93463 Phone: (805) 697-5430 Email: shane@swealthgroup.com This brochure provides information about the qualifications and business practices of Synchronous Wealth Advisors 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. Synchronous Wealth Advisors LLC is a registered investment adviser, but registration does not imply a certain level of skill or training. Additional information about Synchronous Wealth Advisors LLC is also available on the SEC’s website at www.adviserinfo.sec.gov and by searching for CRD# 317161. Page 1 of 23 Date of Brochure: February 23, 2026  Item 2: Material Changes In this Item, Synchronous Wealth Advisors LLC is only required to identify and discuss material changes since filing its last annual amendment. Since the firm’s last annual updating amendment filed on March 17, 2025, we have the following material changes to report: Effective Date Brochure Item(s) Description March 31, 2025 March 31, 2025 Item 5 Throughout March 31, 2025 Item 12 We have updated our fees. We have removed sub-advisory services through the use of 55ip. We have added Fidelity Brokerage Services LLC as a custodian Page 2 of 23 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 6 7 8 9 13 14 16 17 18 19 20 21 22 23 Page 3 of 23 Date of Brochure: February 23, 2026  Item 4: Advisory Business A. Synchronous Wealth Advisors LLC (the “Adviser,” “we,” “us,” or “our”) is an investment adviser founded in 2021, registered with the U.S. Securities and Exchange Commission (“SEC”), and principally owned by Shane Sideris and Michael DiBernardo. B. Adviser offers the following types of advisory services: i. Discretionary Investment Management. Adviser provides ongoing discretionary investment management services to its clients based upon each client’s current financial condition, goals, risk tolerance, income, liquidity requirements, investment time horizon, and other information that is relevant to the management of clients’ account(s). This information will then be used to make investment decisions that reflect clients’ individual needs and objectives on an initial and ongoing basis. Adviser’s investment decisions will allocate portions of clients’ account(s) to various asset classes classified according to historical and projected risks and rates of return. Adviser will retain the discretion to buy, sell, or otherwise transact in securities and other investments in a client’s accounts without first receiving the client’s specific approval for each transaction. Such discretionary authority is granted by a client in his or her investment management agreement with Adviser. Clients may impose restrictions on investing in certain securities or types of securities so long as such restrictions may reasonably be implemented by Adviser. Adviser generally implements its investments strategy by allocating clients’ investable assets across a diversified risk-based portfolio of no-load mutual funds and/or exchange traded funds (“ETFs”), stocks, bonds, certificates of deposit, municipal securities, U.S. Government securities, money market funds, and real estate investment trusts (“REITs”). ii. Financial Planning. When rendering financial planning services (which may be provided either in connection with investment management services or as a standalone service), Adviser will evaluate and make recommendations with respect to various financial planning topics that are relevant to a particular client. Such topics can include, for example, retirement planning, education savings, cash flow management, debt reduction, estate planning, insurance needs, risk mitigation, tax planning, charitable giving strategies, and/or financial goal tracking. Implementation of Adviser’s recommendations will be at the discretion of the client. When rendering financial planning services, a conflict exists between Adviser’s interests and the interests of its clients; clients are under no obligation to act upon Adviser’s financial planning recommendations. If a client elects to act on any of the recommendations made by Adviser, the client is under no obligation to effect the transaction through Adviser or any of its personnel. iii. Selection of other investment advisers. From time to time and when appropriate for a particular client, Adviser will recommend or retain an independent and unaffiliated third-party investment adviser (“Third-Party Adviser”) to manage all or a portion of a client’s portfolio. Third-Party Advisers are evaluated based on a variety of factors, not the least of which include performance return history, asset class specialization, management tenure, and risk profile. Adviser will conduct due diligence as appropriate to confirm that such Third-Party Advisers are duly registered and otherwise well-equipped to manage such clients’ accounts. Adviser generally retains the discretionary authority to hire or fire such Third-Party Advisers with or without notice to the client. As of the date of this brochure, Adviser generally recommends the utilization of AQR Capital Management, LLC and Quantinno Capital Management LP as the Third-Party Advisers. Page 4 of 23 Date of Brochure: February 23, 2026  C. Adviser does not sponsor or participate in any wrap fee programs. D. 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. E. Adviser manages the following amount of discretionary and non-discretionary client assets calculated as of December 31, 2025: Discretionary Non-Discretionary Total $286,055,158 $0 $286,055,158 Page 5 of 23 Date of Brochure: February 23, 2026  Item 5: Fees and Compensation A. In consideration of its investment management and/or financial planning services, Adviser generally charges a flat fee. In limited circumstances, Adviser may also agree to render financial planning services on an hourly basis for an hourly fee. B. The recurring flat fee for investment management and/or financial planning services generally ranges from $1,000 to $4,000 per quarter and is charged at the end of each calendar quarter. Adviser typically provides both investment management and financial planning as part of a unified service, but may alternatively agree to provide either investment management or financial planning on a standalone basis. The fee for one-time financial planning services generally ranges from $2,000 to $6,000, half of which is due upon initial engagement with the balance due upon delivery of the financial plan or financial planning recommendations at the end of the engagement. To the extent Adviser agrees to render financial planning on an hourly basis, the hourly fee generally ranges from $200 to $400 per hour and is charged monthly in arrears. C. Flat fee amounts and hourly fee rates will vary based on the nature and complexity of the client’s financial situation, the scope of services to be rendered, the investment mandate(s) required, the assets the client has designated to be under our management, advisement, and/or supervision, and other factors that Adviser deems relevant. The particular fee amount / rate will be set forth in the advisory agreement signed by the client. Investment management fees are prorated from the date of engagement through the date of termination. Since Adviser does not charge any fees in advance, there will not be any need to issue a prorated refund of advisory fees upon termination; instead, Adviser shall charge a prorated amount of its advisory fees in consideration of the period of time before termination. Investment management fees are generally deducted from one or more of the client’s account(s) designated to be under Adviser’s management, advisement, and/or supervision at the custodian, but may also be payable electronically via ACH or credit card through a third-party payment processor when mutually agreed upon by Adviser and the client. Financial planning fees are generally payable electronically via ACH or credit card through a third-party payment processor Fees are negotiable, and each client’s specific fee schedule is included as part of the advisory agreement signed by Adviser and the client. D. In addition to the fees charged by Adviser, clients will incur brokerage and other transaction costs. Please refer to Item 12: Brokerage Practices, for further information on such brokerage and other transaction-related practices. Depending on the specific investment products held in a client’s account and the services provided, a client may also incur additional fees and costs charged by other independent and unaffiliated third-parties. Such additional fees and costs may include, but are not necessarily limited to, the internal fees and costs of an investment product (like a mutual fund or exchange traded fund), margin interest, account or asset transfer fees, subadvisory or third-party investment manager fees, account type fees, early redemption charges, market-maker or bid-ask spreads, retirement plan fees, trade-away or prime brokerage fees, fees for receiving paper copies of documents in lieu of electronically-delivered documents, and other fees and taxes on brokerage accounts and securities transactions. The Third-Party Advisers retained by Adviser generally charge a separate asset-based management fee that ranges from 0.40% to 2.00% that is payable by clients and is in addition to the fees payable to Adviser. These additional charges are separate and apart from the fees charged by Adviser. Lower fees for comparable services may be available from other sources. E. Neither Adviser nor any of its supervised persons accepts compensation for the sale of securities or other investment products. Page 6 of 23 Date of Brochure: February 23, 2026  Item 6: Performance-Based Fees & Side-By-Side Management Neither Adviser 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). Neither Adviser nor any of its supervised persons engage in side-by-side management. Page 7 of 23 Date of Brochure: February 23, 2026  Item 7: Types of Clients Adviser generally provides its services to high-net-worth individuals. Adviser does not require a minimum account value to open or maintain an account. Please note that the Third-Party Advisers retained by Adviser may separately impose minimum account value requirements. Page 8 of 23 Date of Brochure: February 23, 2026  Item 8: Methods of Analysis, Investment Strategies & Risk of Loss A. The investment strategies used by Adviser when formulating investment advice or managing assets include fundamental analysis. Investing in securities involves risk of loss that clients should be prepared to bear. Past performance does not guarantee future returns. B. Like any investment strategy, fundamental analysis involves material risks. Such material risks are described in further detail below: i. Investing for the long term means that a client’s account will be exposed to short-term fluctuations in the market and the behavioral impulse to make trading decisions based on such short-term market fluctuations. Adviser does not condone short-term trading in an attempt to “time” the market, and instead coaches clients to remain committed to their financial goals. However, investing for the long term can expose clients to risks borne out of changes to interest rates, inflation, general economic conditions, market cycles, geopolitical shifts, and regulatory changes. ii. Inflation risk is the risk that the value of a client’s portfolio will not appreciate at least in an amount equal to inflation over time. General micro- and macro-economic conditions may also affect the value of the securities held in a client’s portfolio, and general economic downturns can trigger corresponding losses across various asset classes and security types. Market cycles may cause overall volatility and fluctuations in a portfolio’s value, and may increase the likelihood that securities are purchased when values are comparatively high and/or that securities are sold when values are comparatively low. Geopolitical shifts may result in market uncertainty, lowered expected returns, and general volatility in both domestic and international securities. Regulatory changes may have a negative impact on capital formation and increase the costs of doing business, and therefore result in decreased corporate profits and corresponding market values of securities. iii. Investing in mutual funds does not guarantee a return on investment, and shareholders of a mutual fund may lose the principal that they’ve invested into a particular mutual fund. Mutual funds invest into underlying securities that comprise the mutual fund, and as such clients are exposed to the risks arising from such underlying securities. Mutual funds charge internal expenses to their shareholders (which can include management fees, administration fees, shareholder servicing fees, sales loads, redemption fees, and other fund fees and expenses, e.g.), and such internal expenses subtract from its potential for market appreciation. Shares of mutual funds may only be traded at their stated net asset value (“NAV”), calculated at the end of each day upon the market’s close. Investing in ETFs bears similar risks and incurs similar costs to investing in mutual funds as described above. However, shares of an ETF may be traded like stocks on the open market and are not redeemable at an NAV. As such, the value of an ETF may fluctuate throughout the day and investors will be subject to the cost associated with the bid-ask spread (the difference between the price a buyer is willing to pay (bid) for an ETF and the seller's offering (asking) price). Clients are encouraged to carefully read the prospectus of any mutual fund or ETF to be purchased for investment to obtain a full understanding of its respective risks and costs. iv. Investing in common stocks means that a client will be subject to the risks of the overall market as well as risks associated with the particular company or companies whose stock is owned. These risks can include, for example, changes in economic conditions, Page 9 of 23 Date of Brochure: February 23, 2026  growth rates, profits, interest rates and the market’s perception of these securities. Common stocks tend to be more volatile and more risky than certain other forms of investments, especially as compared to fixed income products like bonds. v. Investing in fixed income securities issued by the U.S. Government, including Treasury Bills, Treasury Notes, Treasury Bonds, Treasury Inflation-Protected Securities (“TIPS”), and Floating Rate Notes means that a client will be subject to the market prices of such debt securities, which typically fluctuate depending on interest rates, credit quality, and maturity. In general, market prices of debt securities decline when interest rates rise and rise when interest rates fall. The longer the time to a security’s maturity, the greater its interest rate risk. Fixed income securities issued by the U.S. Government are also subject to inflation risk, reinvestment risk, redemption risk, and valuation risk. vi. Investing in municipal securities carries unique risks, depending on the type of bond offered. General obligation bonds are issued by governmental entities and are not backed by revenues from a specific project or source. In some instances, municipalities may not have taxing authority to repay bondholders. Revenue bonds are backed by revenues from a specific project or source and can vary greatly in terms of credit risk. Some revenue bonds are “non-course” bonds, meaning that should the revenue stream dry up or the conduit borrower fails to pay, the bondholder will not have a claim to the underlying revenue or against the conduit borrower. vii. Investing in corporate debt, including corporate bonds, carries additional risks to those noted above for fixed income securities. Corporate debt is also subject to credit risk - the risk that the bond issuer may default on one or more payments before the bond reaches maturity. In the event of a default, you may lose some or all of the income you were entitled to, and even some or all of the principal amount invested. Some corporate bonds may also be subject to early redemption risk, with the issuer having the principal repaid prior to the maturity date of the bond. viii. Investing in certificates of deposit (“CDs”), while relatively safe, can still carry some risks. CDs have terms of different lengths, ranging up to 10 years. During the term length, your funds invested in the CD will be inaccessible; if you opt to withdraw early, you will be subject to early withdrawal fees, which can erode any interest accrued and can decrease the principal amount originally invested. It is also subject to inflation risk, as CD rates tend to lag behind rising inflation and drop more quickly than inflation on the way down. ix. Investing in money market funds carries interest rate risk. Securities with longer maturities typically offer higher yields, but have greater interest rate sensitivity. There is also liquidity risk - the money market fund may impose a fee upon the sale of your shares, or may temporarily suspend your ability to sell shares, if the fund’s liquidity falls below required minimums because of market conditions or other factors. x. Investing in REITs means that clients will be subject to the risks associated with investments in mortgages and their related activities in addition to the general risk of equity and financial markets. Among the factors that the REIT industry is vulnerable to are: (1) change in government regulation, primarily the pass-through tax treatment of REIT income, (2) the market for residential mortgage assets, (3) the general level and term structure for interest rates. The common equity prices of REITs have historically been more closely correlated with changes in interest rates than other non-REIT equity securities. Additionally, REITs tend to be more illiquid in nature, may contain additional fees, and may experience disruptions in distributions in comparison to other types of securities. xi. Investments in private investment funds (e.g., limited partnerships, limited liability companies, special purpose vehicles, and other private investment funds) are often Page 10 of 23 Date of Brochure: February 23, 2026  subject to liquidity restrictions, which means that a client may not be able to redeem his or her investment until a redemption window is available. In addition, such investments can be more volatile and less transparent than an exchange-listed security that trades daily in an electronic marketplace. Private investment funds are generally more difficult to value than exchange-listed securities, and therefore are more reliant on individual judgment as opposed to market prices when determining a valuation. Investors in private investment funds are typically required to be either accredited investors, qualified clients, or both, and should carefully consider the specific risks described in the applicable private placement memorandum, limited partnership agreement, limited liability company agreement, and other fund-related disclosure documents. xii. An interval fund is a type of closed-end fund that periodically offers to repurchase its shares from shareholders. Shareholders are not required to accept these offers and sell their shares back to the fund. Shares typically do not trade on the secondary market. Instead, their shares are subject to periodic repurchase offers by the fund at a price based on net asset value. Interval funds are permitted to deduct a redemption fee from the repurchase proceeds, not to exceed 2% of the proceeds. The fee is paid to the fund, and generally is intended to compensate the fund for expenses directly related to the repurchase. Interval funds may charge other fees as well. In addition to the risks associated with pooled investment vehicles generally as described above, the specific risk associated with interval funds is that it is less liquid than other open-end mutual funds that can generally be redeemed at any time. Thus, a client may not be able to redeem his or her investment until a redemption window is available. xiii. Investing in options has the potential to amplify losses as well as to limit potential gains, and whether or not an option will result in a gain or a loss is wholly dependent on the market value of the option’s underlying security. Options require the payment of a premium (which may not be recouped), and have the potential to trigger a purchase or sale obligation within a shorter timeframe than a more traditional long-term investment. Implementing certain options strategies creates certain time sensitivities, such that an options strategy may not be successful if exercises are not executed within an applicable period of time. When selling covered calls, there is a risk the underlying position may be called away at a price lower than the current market price. When purchasing puts, there is a risk that the premium paid will be a sunk cost if the option expires unexercised. xiv. Investing in digital assets like bitcoin or ethereum, e.g., whether directly through an exchange or indirectly through another product, involves the general risks of investing in other investment vehicles. In addition, the value of digital assets are subject to significant fluctuations, can be highly volatile, and can change dramatically even intra-day. The price of digital assets could drop precipitously for a variety of reasons, including, but not limited to, a crisis of confidence in the network or a change in user preference to competing assets. Digital assets represent an emerging asset class. As a result, the market infrastructure through which it is exchanged and the regulatory foundation upon which it is regulated are still in their respective infancy when compared to more traditional assets like stocks, bonds, mutual funds, ETFs, or similar. Digital assets are not protected by the Federal Deposit Insurance Corporation or the Securities Investor Protection Corporation. Any exposure to digital assets can result in substantial losses and digital asset investors should be able to withstand significant if not complete loss of invested capital. Digital assets facilitate decentralized, peer-to-peer financial exchange and value storage that is used like money, without the oversight of a central authority or banks. The value of digital assets are wholly derived from their monetary premium and is not backed by any government, corporation, other identified body, or other physical assets. The exchange and availability of digital assets are dependent on the availability and proper functioning Page 11 of 23 Date of Brochure: February 23, 2026  of the internet, the electronic platforms storing such digital assets, and the owner’s control and possession of any needed password or digital key. Any downtime, unavailability, cybersecurity breach, or loss of access is a risk that a digital asset investor should be prepared to bear. The loss, destruction, or compromise of a private key may result in a loss of the digital assets, typographical errors may lead to loss of the digital assets, and digital asset trade errors cannot be unwound. Accordingly, the indirect exposure to digital assets through securities of publicly listed companies is also susceptible to these risks. xv. Relying on the investment advisory or management services of an independent and unaffiliated third-party adviser means that clients will be subject to such third-party adviser’s continued ability to achieve its investment mandates, as well as specific client investment objectives and restrictions. To the extent that a third-party adviser is dependent on the services or intellectual capital of a select few individuals, the departure or death of such individuals may have a material impact on the continued viability of such third-party adviser and its ability to continue serving client accounts. There can be no guarantee that a third-party adviser will meet its performance expectations, or that its services will be free of trading or management-related errors. Page 12 of 23 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 Adviser’s advisory business or the integrity of Adviser’s management. Page 13 of 23 Date of Brochure: February 23, 2026  Item 10: Other Financial Industry Activities & Affiliations A. Neither Adviser nor any of its management persons are registered, or have an application pending to register, as a broker-dealer or a registered representative of a broker-dealer. B. Neither Adviser nor any of its management persons are registered, or have an application pending to register, as a futures commission merchant, commodity pool operator, a commodity trading advisor, or an associated person of the foregoing entities. C. Neither Adviser nor any of its management persons have any relationship or arrangement with any related person below: i. ii. iii. iv. v. vi. vii. viii. ix. broker-dealer, municipal securities dealer, or government securities dealer or broker investment company or other pooled investment vehicle (including a mutual fund, closed-end investment company, unit investment trust, private investment company or “hedge fund,” and offshore fund) futures commission merchant, commodity pool operator, or commodity trading advisor banking or thrift institution lawyer or law firm insurance company or agency pension consultant real estate broker or dealer sponsor or syndicator of limited partnerships D. Shane Sideris is a co-founder and Chief Compliance Officer of Nectarine Financial, Inc. (“Nectarine”), an independent registered investment adviser under common control with Adviser. Mr. Sideris’ activities for Nectarine are separate and apart from his activities for Adviser, and Mr. Sideris does not solicit clients of Adviser to also be clients of Nectarine. As a result, this relationship with Nectarine is not reasonably expected to present a conflict of interest. E. Adviser is under common control with Allmon, DiBernardo & Associates CPAs and DiBernardo & Company, P.C., which are tax and accounting firms affiliated with Adviser and owned by Michael DiBernardo. It is expected that certain clients of Adviser will also be clients of Allmon, DiBernardo & Associates CPAs and DiBernardo & Company, P.C. To the extent clients of Adviser are be offered the separate tax and accounting services provided by Mr. DiBernardo through these entities, Mr. DiBernardo will earn additional compensation as a result. This creates a conflict of interest and a financial incentive for Mr. DiBernardo to recommend Allmon, DiBernardo & Associates CPAs and DiBernardo & Company, P.C. Mr. DiBernardo addresses this conflict of interest by fully disclosing it herein, by only recommending Allmon, DiBernardo & Associates CPAs and DiBernardo & Company, P.C. when believed to be appropriate for a client, and by reminding clients that they are under no obligation to retain Allmon, DiBernardo & Associates CPAs and DiBernardo & Company, P.C. for their tax or accounting needs. F. As described earlier in Item 4 of this brochure, Adviser retains the authority to recommend or retain one or more Third-Party Advisers to provide investment advisory, administrative, and other back-office services to Adviser for the benefit of Adviser and its clients. Adviser does not receive any compensation directly from such Third-Party Adviser, but they do offer services that are intended to directly benefit Adviser, clients, or both. Such services include (a) an online platform through which Adviser can monitor and review client accounts and perform other client account maintenance matters, (b) access to technology that allows for client account aggregation, (c) quarterly client statements, (d) invitations to educational conferences, (e) full or partial sponsorship of client appreciation or education events, and (f) occasional business meals and entertainment. The availability of such services from a Third-Party Adviser creates a conflict of interest, to the extent Adviser may be motivated to retain a Third-Party Adviser as opposed to an alternative Third-Party Adviser (or to not retain one at all). Adviser addresses this conflict of Page 14 of 23 Date of Brochure: February 23, 2026  interest by performing appropriate due diligence on Third-Party Advisers to confirm their respective services are in the best interests of clients, periodically evaluating alternatives, and evaluating the merit of Third-Party Advisers without consideration for the benefits received by Adviser. Page 15 of 23 Date of Brochure: February 23, 2026  Item 11: Code of Ethics, Participation or Interest in Client Transactions & Personal Trading A. Adviser has adopted a code of ethics that will be provided to any client or prospective client upon request. Adviser’s code of ethics describes the standards of business conduct that Adviser requires of its supervised persons, which is reflective of Adviser’s fiduciary obligations to act in the best interests of its clients. The code of ethics also includes sections related to compliance with securities laws, reporting of personal securities transactions and holdings, reporting of violations of the code of ethics to Adviser’s Chief Compliance Officer, pre-approval of certain investments by access persons, and the distribution of the code of ethics and any amendments to all supervised persons followed by a written acknowledgement of their receipt. B. Neither Adviser nor any of its related persons recommends to clients, or buys or sells for client accounts, securities in which Adviser or any of its related persons has a material financial interest. C. From time to time, Adviser or its related persons will invest in the same securities (or related securities such as warrants, options or futures) that Adviser or a related person recommends to clients. This has the potential to create a conflict of interest because it affords Adviser or its related persons the opportunity to profit from the investment recommendations made to clients. Adviser’s policies and procedures and code of ethics address this potential conflict of interest by prohibiting such trading by Adviser or its related persons if it would be to the detriment of any client and by monitoring for compliance through the reporting and review of personal securities transactions. In all instances Adviser will act in the best interests of its clients. D. From time to time, Adviser or its related persons will buy or sell securities for client accounts at or about the same time that Adviser or a related person buys or sells the same securities for its own (or the related person’s own) account. This has the potential to create a conflict of interest because it affords Adviser or its related persons the opportunity to trade either before or after the trade is made in client accounts, and profit as a result. Adviser’s policies and procedures and code of ethics address this potential conflict of interest by prohibiting such trading by Adviser or its related persons if it would be to the detriment of any client and by monitoring for compliance through the reporting and review of personal securities transactions. In all instances Adviser will act in the best interests of its clients. Page 16 of 23 Date of Brochure: February 23, 2026  Item 12: Brokerage Practices A. Adviser considers several factors when recommending a custodial broker-dealer for client transactions and determining the reasonableness of such custodial broker-dealer’s compensation. Such factors include the custodial broker-dealer’s industry reputation and financial stability, service quality and responsiveness, execution price, speed and accuracy, reporting abilities, and general expertise. Assessing these factors as a whole allows Adviser to fulfill its duty to seek best execution for its clients’ securities transactions. However, Adviser does not guarantee that the custodial broker-dealer recommended for client transactions will necessarily provide the best possible price, as price is not the sole factor considered when seeking best execution. After considering the factors above, Adviser recommends Charles Schwab & Co., Inc. ("Schwab") and/or Fidelity Brokerage Services LLC ("Fidelity") as the custodial broker-dealers for client accounts. i. Adviser does not receive research and other soft dollar benefits in connection with client securities transactions, which are known as “soft dollar benefits”. However, the custodial broker-dealer(s) recommended by Adviser do provide certain products and services that are intended to directly benefit Adviser, clients, or both. Such products and services include (a) an online platform through which Adviser can monitor and review client accounts, (b) access to proprietary technology that allows for order entry, (c) duplicate statements for client accounts and confirmations for client transactions, (d) invitations to the custodial broker-dealer(s)’ educational conferences, (e) practice management consulting, and (f) occasional business meals and entertainment. The receipt of these products and services creates a conflict of interest to the extent it causes Adviser to recommend Schwab and/or Fidelity as opposed to a comparable custodial broker-dealer. In addition, Fidelity has specifically agreed to reimburse certain third-party vendors retained by Adviser for fees that would otherwise be charged by such vendors to Adviser (up to a certain maximum dollar amount). Because Fidelity has agreed to bear such third-party vendor fees on behalf of Adviser, it creates a conflict of interest and a financial incentive for Adviser to recommend Fidelity as a custodial broker-dealer to its clients. Adviser addresses these conflicts of interest and financial incentives by fully disclosing them in this brochure, evaluating Schwab and/or Fidelity based on the value and quality of their services as realized by clients, and by periodically evaluating alternative broker-dealers to recommend. ii. Adviser does not consider, in selecting or recommending custodial broker-dealers, whether Adviser or a related person receives client referrals from a custodial broker-dealer. iii. Adviser does not routinely recommend, request, or require that a client direct Adviser to execute transactions through a specified custodial broker-dealer other than Schwab and/or Fidelity. B. Adviser retains the ability to aggregate the purchase and sale of securities for clients’ accounts with the goal of seeking more efficient execution and more consistent results across accounts. Aggregated trading instructions will not be placed if it would result in increased administrative and other costs, custodial burdens, or other disadvantages. If client trades are aggregated by Adviser, such aggregation will be done so as not to disadvantage any client and to treat all clients as fairly and equally as possible. Directing the purchase and sale of securities for clients’ accounts on an individual basis, rather than in aggregate blocks, may result in increased client transaction costs. To the extent the securities purchased and sold by Adviser are mutual funds (each of which generally price at the same respective net asset value at the end of each trading day), Adviser believes that the potential for increased client transaction costs by not aggregating orders is substantially eliminated. Page 17 of 23 Date of Brochure: February 23, 2026  Item 13: Review of Accounts A. The investment adviser representatives of Adviser monitor client accounts on an ongoing basis, and typically review client accounts on at least an annual basis. Such reviews are designed to ensure that the client is still on track to achieve his or her financial goals, and that the investments remain appropriate given the client’s risk tolerance, investment objectives, major life events, and other factors. Clients are encouraged to proactively reach out to Adviser to discuss any changes to their personal or financial situation. B. Other factors that may trigger a review include, but are not limited to, material developments in market conditions, material geopolitical events, and changes to a client’s personal or financial situation (the birth of a child, preparing for a home purchase, plans to attend higher education, a job transition, impending retirement, death or disability among family members, etc.). C. The custodial broker-dealer will send account statements and reports directly to clients no less frequently than quarterly. Such statements and reports will be mailed to clients at their address of record or delivered electronically, depending on the client’s election. If agreed to by Adviser and client, Adviser or a third-party report provider will also send clients reports to assist them in understanding their account positions and performance, as well as the progress toward achieving financial goals. Page 18 of 23 Date of Brochure: February 23, 2026  Item 14: Client Referrals and Other Compensation A. Only clients provide an economic benefit to Adviser for providing investment advice or other advisory services to them, except as otherwise described in this brochure. However, as described above in Item 12, the custodial broker-dealer(s) recommended for client accounts provides certain products and services that are intended to directly benefit Adviser, clients, or both. B. Neither Adviser nor a related person directly or indirectly compensates a person who is not Adviser’s supervised person for client referrals. Page 19 of 23 Date of Brochure: February 23, 2026  Item 15: Custody For clients that do not have their fees deducted directly from their account(s), Adviser will not have any custody of client funds or securities. For clients that have their fees deducted directly from their account(s), Adviser will generally be deemed to have custody over such clients’ funds pursuant to applicable custody rules and guidance thereto. At no time will Adviser accept custody of client funds or securities in the capacity of a custodial broker-dealer or other qualified custodian, and at all times client accounts will be held by a third-party qualified custodian as described in Item 12, above. If a client receives account statements from both the custodial broker-dealer and Adviser or a third-party report provider, such client is urged to compare such account statements and advise Adviser of any discrepancies between them. Page 20 of 23 Date of Brochure: February 23, 2026  Item 16: Investment Discretion Adviser accepts discretionary trading authority to manage securities accounts on behalf of clients only pursuant to the mutual written agreement of Adviser and the client through a power-of-attorney, which is typically contained in the advisory agreement signed by Adviser and the client. This includes the authority to buy, sell, and otherwise transact in securities and other investment products in clients’ account(s) without necessarily consulting with clients in advance. Clients may place reasonable limitations on this discretionary authority so long as it is contained in a written agreement and/or power-of-attorney. Page 21 of 23 Date of Brochure: February 23, 2026  Item 17: Voting Client Securities A. Adviser does not have and will not accept authority to vote client securities. B. Clients will receive their proxies or other solicitations directly from their custodial broker-dealer or a transfer agent, as applicable, and should direct any inquiries regarding such proxies or other solicitations directly to the sender. Page 22 of 23 Date of Brochure: February 23, 2026  Item 18: Financial Information A. Adviser does not require or solicit prepayment of more than $1,200 in fees per client, six months or more in advance. B. Adviser has no financial condition that is reasonably likely to impair its ability to meet contractual commitments to clients. C. Adviser has not been the subject of a bankruptcy petition at any time during the past ten years. Page 23 of 23 Date of Brochure: February 23, 2026