TALON PRIVATE WEALTH, LLC

FORM ADV PART 2A FIRM BROCHURE MARCH 30, 2025 TALON PRIVATE WEALTH, LLC 11974 COUNTY ROAD 101, SUITE 103 THE VILLAGES, FL 32162 (352) 751-3200 EMAIL: MIKELESTER@TALONWM.COM WEBSITE: WWW.TALONWM.COM This brochure provides information about the qualifications and business practices of Talon Private Wealth, LLC. If you have any questions about the contents of this brochure, please contact us at (352) 751-3200. 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. Talon Private Wealth, LLC is a registered investment Manager. Registration of an investment Manager does not imply any level of skill or training. Additional information about Talon Private Wealth, LLC is available on the SEC’s website www.advisorinfo.sec.gov. You can search this site by a unique identifying number, known as a CRD number. Talon Private Wealth, LLC CRD number is 298714.  ITEM 2 - MATERIAL CHANGES This Disclosure Brochure is an other-than-annual amendment Brochure. It contains information regarding Talon’s qualifications, business practices, nature of the advisory services we provide, as well as a description of potential conflicts of interest relating to our advisory business that could affect a client’s account with us. You should rely on the information contained in this document or other information we have referred you to. We have not authorized anyone to provide you with information that is different. We encourage all current and prospective clients to read this Disclosure Brochure and discuss any questions you have with your advisor. Should you have any additional questions regarding our Firm or the contents of this Firm Brochure, please contact us at (352) 751-3200. Material Changes Since the Last Update The following material changes have occurred since our annual amendment filing: Item 4: The Chief Compliance Officer has been updated. Item 4: We added information about Signal Wealth, a new turnkey asset management platform the Firm will be utilizing. We also added additional information about Brookstone Wealth Management. Item 4: We added information regarding complimentary estate planning services available through our Firm with an outside law firm. Item 5: We removed the Satisfaction Guarantee. Item 8: We added securities specific risk factors. Item 10: We added Altruist as a qualified custodian. Future Changes Sometimes, we may amend this Disclosure Brochure to reflect changes in our business practices, regulations, and routine annual updates as required by the Securities and Exchange Commission. Either this complete Disclosure Brochure or a Summary of Material Changes shall be provided to each Client annually and if a material change occurs in the business practices of Talon Private Wealth, LLC. At any time, you may view the current Disclosure Brochure online at the SEC's Investment Adviser Public Disclosure website at http://www.adviserinfo.sec.gov by searching for our firm name or by our CRD number 298714. You may also request a copy of this Disclosure Brochure at any time, by contacting us at (352) 751-3200. ADV Part 2A –3/30/2025 Talon Private Wealth, LLC Page 2  ITEM 3 – TABLE OF CONTENTS ITEM 1 – COVER PAGE..…………………………………………………………………………………………………………………………………1 ITEM 2 - MATERIAL CHANGES .............................................................................................................................. 2 ITEM 3 – TABLE OF CONTENTS ............................................................................................................................. 3 ITEM 4 – ADVISORY BUSINESS .............................................................................................................................. 4 ITEM 5 – FEES AND COMPENSATION ..................................................................................................................... 7 ITEM 6 – PERFORMANCE-BASED FEES AND SIDE BY SIDE MANAGEMENT ..................................................................... 9 ITEM 7 – TYPES OF CLIENTS ............................................................................................................................... 10 ITEM 8 – METHODS OF ANALYSIS, INVESTMENT STRATEGIES AND RISK OF LOSS .......................................................... 10 ITEM 9 – DISCIPLINARY INFORMATION ................................................................................................................. 15 ITEM 10 – OTHER FINANCIAL INDUSTRY ACTIVITIES AND AFFILIATIONS ...................................................................... 15 ITEM 11 – CODE OF ETHICS, PARTICIPATION OR INTEREST IN CLIENT TRANSACTION AND PERSONAL TRADING .................. 16 ITEM 12 – BROKERAGE PRACTICES ...................................................................................................................... 17 ITEM 13 – REVIEW OF ACCOUNTS ...................................................................................................................... 18 ITEM 14 – CLIENT REFERRALS AND OTHER COMPENSATION .................................................................................... 18 ITEM 15 – CUSTODY ........................................................................................................................................ 19 ITEM 16 – INVESTMENT DISCRETION ................................................................................................................... 20 ITEM 17 – VOTING CLIENT SECURITIES ................................................................................................................ 21 ITEM 18 – FINANCIAL INFORMATION ................................................................................................................... 21 ADV Part 2A –3/30/2025 Talon Private Wealth, LLC Page 3  ITEM 4 – ADVISORY BUSINESS OWNERSHIP/ADVISORY HISTORY Talon Private Wealth, LLC (“Talon”) is a Florida limited liability company formed in August 2018 by Robert M. Lester. Talon also uses trade names Talon Wealth and Talon Wealth Management. We have been registered with the Securities and Exchange Commission since 2019. Mike Lester is the Managing Member and Leila Shaver is the Chief Compliance Officer. ADVISORY SERVICES OFFERED FINANCIAL PLANNING AND CONSULTATION SERVICES Talon furnishes investment advice through comprehensive financial planning and consultative services. Our financial planning service involves a review of the client’s financial situation, goals, and risk tolerance. Through personal interviews and/or questionnaires, we will collect pertinent data, identify goals, objectives, financial problems, and potential solutions. With this information, we tailor the client’s financial plan and advice we give to the client. Our advice may cover any of the following topics: net worth statement; cash flow analysis, tax analysis, insurance, and long- term care analysis; tax planning; retirement projection; 401k review; and/or other needs as identified during our meetings with the client. The client will receive a written financial plan after our meetings. With our financial consulting services, we focus on a few individual topics as identified between us and the client. We do not provide a written financial plan for this service. PORTFOLIO MANAGEMENT SERVICES We offer portfolio management services that involve assisting with the ongoing management of a client’s investment accounts. We work with the client to understand his or her investment objectives, time frame, risk tolerance and other considerations. Once we have this information, we create an individualized portfolio based on our model portfolios. We regularly monitor the client’s portfolio and adjust it as determined by the financial markets, world events and client's needs. We may, from time to time and based upon information received from the client, invest client assets according to one or more of our model portfolios developed by our firm or another investment manager pursuant to a turnkey asset management program (“TAMP”) agreement. In these situations, we offer consulting and advisory services in overseeing such TAMP model portfolios. We make recommendations regarding the use of a third-party model portfolio and its investment style based on, but not limited to, the client’s financial needs, long-term goals, and investment objectives. TAMPs selected by us offer multiple strategies including the use of model portfolios developed by us. Once a TAMP is selected, we continue to monitor the chosen firm to ensure that it adheres to the philosophy and investment style for which it was selected and to ensure that its performance, portfolio strategies, and management remain aligned with the client’s overall investment goals and objectives. We will retain discretionary authority to hire and fire TAMPs ADV Part 2A –3/30/2025 Talon Private Wealth, LLC Page 4  and reallocate the client’s assets to other TAMPs, where such action is deemed in the best interest of the client. Our review includes assessment of the TAMPs disclosure brochure, performance information, materials, personnel turnover, and regulatory events. Brookstone Wealth Advisors, LLC (“BWA”) Brookstone Wealth Advisors has a selling agreement affiliation with Brookstone Capital Management, LLC (“BCM”), an affiliated registered investment advisor under common ownership with BWA. Through this agreement, investment advisor representatives of BWA offer the BCM Platform, a turn-key asset management program described below, or the BCM wrap- fee program sponsored by BCM. While Brookstone Wealth Advisors does have legacy accounts; investment advisor representatives of Brookstone Wealth Advisors solicit accounts primarily for Brookstone Capital Management, LLC and BCM provides back-office management of these accounts for Brookstone Wealth Advisors. Because BWA and BCM are affiliated companies, this creates a conflict of interest. Fees for similar services may be available elsewhere. In some cases, BWA will implement the BCM Platform or wrap-fee program to include model portfolios managed by BCM. Models recommended as part of the Platform or wrap-fee program may include funds managed by BCM’s affiliated investment advisor, Brookstone Asset Management (“BAM”). Thus, a conflict exists. Some our investment adviser representatives are dually registered with BWA and recommend the BCM Platform to clients of the Firm. Signal Advisors Wealth, LLC (“Signal Wealth”) Signal Wealth sponsors an investment management platform also known as Signal Wealth TAMP Services. The Signal Platform provides the Firm with access to custodians, model portfolios managed by Signal Wealth, strategies managed by unaffiliated third-party money managers, asset allocation services, and additional programs and features aimed at providing a comprehensive investing environment for investors. Additionally, through the Signal Platform, the Firm can choose to invest our clients’ assets in accordance with a number of model portfolios or third-party strategies, in each case based on the financial circumstances and investing goals of our clients. The Signal Platform also provides the Firm with access to account monitoring and reporting tools. RETIREMENT PLAN CONSULTING We provide the following Plan Consulting services designed to assist plan Sponsors and/or Trustees with plan design, selection of suitable investments, periodic monitoring of those investments, and general education to plan participants: ➢ Provide investment management services to plans. ➢ Advise, if necessary, plan Sponsors and/or Trustees about the need for a written investment policy statement. ➢ Advise plan Sponsors and/or Trustees of appropriate investment categories for client’s retirement plan. ADV Part 2A –3/30/2025 Talon Private Wealth, LLC Page 5  ➢ Advise plan Sponsors and/or Trustees or mutual funds which are consistent with investment categories selected by plan Sponsors. ➢ Periodically monitor performance of the mutual fund choices of the plan Sponsors and/or Trustees and provide periodic advice regarding possible changes to the investment categories or mutual fund selections. ➢ Meet regularly with plan Sponsors and/or Trustees to discuss investment performance. ➢ Arrange for mutual fund prospectuses to be available to retirement plan participants. ➢ Provide plan Sponsors and/or Trustees with a quarterly report regarding: o performance (quarter, year, three-year, five-year) for each mutual fund selected by plan Sponsors; o performance of comparative benchmarks; and o value of assets in plan. ➢ Meet annually, at a time mutually agreed between Milestone and the Sponsor, in a plan participant group meeting. ➢ Conduct informational/educational group meetings, at the times mutually agreed between Milestone and the Sponsor, with Sponsor’s retirement plan participants at initial installation of the plan regarding: o general investment concepts; o investment performance of selected funds; and o investment strategies appropriate to various investment profiles and objectives. Rollover Recommendations A client or prospect leaving an employer typically has four options regarding an existing retirement plan (and may engage in a combination of these options): (i) leave the money in the former employer’s plan, if permitted, (ii) roll over the assets to the new employer’s plan, if one is available and rollovers are permitted, (iii) rollover to an Individual Retirement Account (“IRA”), or (iv) cash out the account value (which could, depending upon the client’s age, result in adverse tax consequences). Our Firm may recommend an investor roll over plan assets to an IRA for which our Firm provides investment advisory services. As a result, our Firm and its representatives may earn an asset-based fee. In contrast, a recommendation that a client or prospective client leave their plan assets with their previous employer or roll over the assets to a plan sponsored by a new employer will generally result in no compensation to our Firm. Our Firm therefore has an economic incentive to encourage a client to roll plan assets into an IRA that our Firm will manage, which presents a conflict of interest. To mitigate the conflict of interest, there are various factors that our Firm will consider before recommending a rollover, including but not limited to: (i) the investment options available in the plan versus the investment options available in an IRA, (ii) fees and expenses in the plan versus the fees and expenses in an IRA, (iii) the services and responsiveness of the plan’s investment professionals versus those of our Firm, (iv) protection of assets from creditors and ADV Part 2A –3/30/2025 Talon Private Wealth, LLC Page 6  legal judgments, (v) required minimum distributions and age considerations, and (vi) employer stock tax consequences, if any. All rollover recommendations are reviewed by our Firm’s Chief Compliance Officer and remains available to address any questions that a client or prospective client has regarding the oversight. We are fiduciaries under the Investment Advisers Act of 1940 and when we provide investment advice to you regarding your retirement plan account or individual retirement account, we are also 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. We must act in your best interest and not put our interests ahead of yours. At the same time, the way we make money creates some conflicts with your interests. Estate Planning Services Talon has entered into an agreement with Huge Legal Technology Company, Inc. dba Trust & Will (“Trust & Will”), who provides online estate planning services for Talon’s clients. Talon introduces clients to Trust & Will and covers the cost of basic will and trust services rendered by Trust & Will. Once the client engages with Trust & Will, Talon does not participate in any conversations with the client and Trust & Will or in the preparation of any legal documents. Clients are not required to utilize the services of Trust & Will and may engage estate planning services through an independent and unaffiliated firm. TAILORED SERVICES The goals and objectives for each client are documented before any investment. Clients may impose restrictions on investing in certain securities or types of securities. WRAP PROGRAM Talon does not sponsor a wrap program. This section is not applicable. CLIENT ASSETS MANAGED As of December 31, 2024, Talon manages $816,044,402 in client assets on a discretionary basis and $60,868,358 on a non-discretionary basis. ITEM 5 – FEES AND COMPENSATION FINANCIAL PLANNING SERVICES We offer financial planning and consulting services on a fixed fee or hourly fee basis. For our hourly fee, we charge a fee of $250. The number of hours will vary depending on the time we spend collecting the client’s information, analysis and researching the assorted topics, and presenting to our clients. The fee is negotiable. We collect half of the agreed upon fee upfront at the time of engagement and the remaining balance upon delivery of the service. For our fixed fee, we charge a minimum fee of $1,500. The fixed fee range varies depending on the nature and complexity of each client’s individual circumstances and the scope of services provided. The fee is negotiable, and the Firm reserves the right to reduce or waive the financial ADV Part 2A –3/30/2025 Talon Private Wealth, LLC Page 7  planning fee in its sole discretion. We collect half of the agreed upon fee upfront at the time of engagement and the remaining fee upon delivery of the financial plan. A client may terminate any service for any reason within the first five (5) business days after signing an advisory contract, without any cost or penalty. Thereafter, the advisory contract may be terminated at any time by giving ten (10) days’ written notice. To cancel the agreement, the client must notify us in writing at Talon Private Wealth, LLC, 11974 County Road 101, Suite 103, The Villages, FL 32162. Upon receipt of written notice of termination, the client will receive a prorated refund of any unearned fees based on the percentage of work completed on the plan. For example, if one half of the plan was completed at termination, the client will receive a 50% refund. The refund will be paid by check and mailed to the last address of record. PORTFOLIO MANAGEMENT For these services we charge a management fee based on a percentage of assets under management in the client’s account. The maximum annual management fee charged by the Firm is 2.0%. This includes the management fee and any additional model portfolio fees. The management fee is negotiable based on the size of the account. The client may aggregate accounts to negotiate a lower management fee. The Firm’s fee does not include fees charged by third parties, including our TAMPs, custodians or other services providers utilized to service the client’s account/s. Our management fee is calculated and collected monthly in arrears, meaning the management fee is collected at the end of each calendar month. The initial month’s management fee will be prorated for the number of days the account was managed during the quarter. Cash balances and investments in money market funds, demand deposit accounts, or certificates of deposit held in the account are included in the fee calculations. The management fee will be deducted from the client’s account. For accounts that we manage, the client will be asked to authorize us with the ability to instruct the account’s custodian to withdraw the fee directly from the client’s account. In some instances, the TAMP can instruct the custodian to withdraw our management fee. The client may terminate these authorizations at any time. Our management fee does not include TAMP’ management fees. These management fees vary. We disclose all TAMP management fees in the investment management agreement. Also, we provide each client with all TAMP’s Form ADV Part 2A, disclosure brochure, that details their management fees, as applicable. The total annual investment advisory fee inclusive of TAMP fees is not to exceed 2.50%. Any additional fees, such as technology fees payable to the custodian or TAMP is disclosed in the Investment Policy Statement. Our management fee does not include brokerage commissions, transaction fees, or other related costs and expenses normally incurred by the client. Clients may incur certain charges imposed by custodians, brokers, and other third parties such as fees charged by managers, custodial fees, deferred sales charges, odd-lot differentials, transfer taxes, wire transfer and electronic fund fees, and other fees and taxes on brokerage accounts and securities transactions. Mutual funds and exchange traded funds also charge internal management fees, which are disclosed in a fund’s prospectus. Such charges, fees and commissions are exclusive of and in addition to, our fee and ADV Part 2A –3/30/2025 Talon Private Wealth, LLC Page 8  we will not receive any portion of these commissions, fees, and costs. For more information about our brokerage practice please see Item 12.A. A client may terminate any service for any reason within the first five (5) business days after signing an advisory contract, without any cost or penalty. Thereafter, the advisory contract may be terminated at any time by giving ten (10) days’ written notice. To cancel the agreement, the client must notify us in writing at Talon Private Wealth, LLC, 11974 County Road 101, Suite 103, The Villages, FL 32162. RETIREMENT PLAN CONSULTING We charge an annual fee based on a percentage of assets in the qualified retirement plan. We charge an annual fee of up to 2.0% depending on the size of the plan and the services provided. Our fee is negotiable. The fee is generally collected monthly, in arrears. However, the collection schedule is subject to the plan provider or third-party administrator’s collection schedule. The plan provider or third-party administrator calculates and collects our fee. Our consulting fee does not include other third-party fees, such as transaction fees, recordkeeper fees or other related costs and expenses. Clients may incur certain charges imposed by custodians, brokers, and other third parties such as fees charged by managers, custodial fees, deferred sales charges, odd-lot differentials, transfer taxes, wire transfer and electronic fund fees, and other fees and taxes on brokerage accounts and securities transactions. Mutual funds and exchange traded funds also charge internal management fees, which are disclosed in a fund’s prospectus. Such charges, fees and commissions are exclusive of and in addition to, our fee and we will not receive any portion of these commissions, fees, and costs. A client may terminate any service for any reason within the first five (5) business days after signing an advisory contract, without any cost or penalty. Thereafter, the advisory contract may be terminated at any time by giving thirty (30) days’ written notice. To cancel the agreement, the client must notify us in writing at Talon Private Wealth, LLC, 11974 County Road 101, Suite 103, The Villages, FL 32162. OTHER SECURITIES COMPENSATION We don’t receive any other securities compensation. RETIREMENT ROLLOVER CONFLICTS OF INTEREST When we recommend you rollover a retirement account for us to manage, this creates a financial incentive because we charge a fee for our services. We attempt to mitigate the conflict of interest by acting in your best interest and applying an impartial conduct standard to all rollovers. Please note that you are not under any obligation to roll over a retirement account to an account managed by us. ITEM 6 – PERFORMANCE-BASED FEES AND SIDE BY SIDE MANAGEMENT We do not charge any performance-based fees (fees based on a share of capital gains on or capital appreciation of the assets of a client) or provide side by side management. ADV Part 2A –3/30/2025 Talon Private Wealth, LLC Page 9  ITEM 7 – TYPES OF CLIENTS We offer our services to individuals and high net worth individuals. We require a minimum balance of $25,000. This may be waived at our discretion. ITEM 8 – METHODS OF ANALYSIS, INVESTMENT STRATEGIES AND RISK OF LOSS METHODS OF ANALYSIS AND INVESTMENT STRATEGIES We use tactical asset allocation and technical analysis as our primary methods of analysis. Our investment strategies consist of a combination of long-term purchases, short-term purchases, trading, short sales, and options purchases and writing (including covered options, uncovered options, spreading strategies). We also use various securities such as stock, bonds, exchange traded funds and mutual funds. The following is a brief description of our methods of analysis and investment strategies along with associated risk. Tactical Asset Allocation is an active management portfolio strategy that rebalances the percentage of assets held in various categories to take advantage of market pricing anomalies or strong market sectors. This strategy is designed to allow portfolio managers to create extra value by taking advantage of certain situations in the marketplace. It is a moderately active strategy because portfolio managers return to the portfolio's original strategic asset mix when desired short-term profits are achieved. The risk associated with tactical asset allocation is that each class has different levels of risk and return, so each will behave differently over time. There is no guarantee that moving additional assets into an asset class will grow a portfolio. Technical Analysis is a method of evaluating securities by analyzing statistics generated by market activity, such as past prices and volume. Technical analysts do not attempt to measure a security's intrinsic value, but instead use charts and other tools to identify patterns that can suggest future activity. The risk associated with technical analysis is that there is no broad consensus among technical traders on the best method of identifying future price movements. Long-Term Purchases – We purchase securities with the expectation that the value of those securities will grow over a relatively long period of time, generally greater than one year. The risk associated with using a long-term purchase strategy is that it generally assumes the financial markets will go up in the long-term, which may not be the case. There is also the risk that the segment of the market that the client is invested in or perhaps just that client’s particular investment will go down over time even if the overall financial markets advance. Purchasing long- term investments may create an opportunity cost - "locking-up" assets that may be better utilized in the short term in other investments. Short-Term Purchases – We purchase securities with the expectation that they will be sold within a relatively short period of time, generally less than one year, to take advantage of the securities' short-term price fluctuations. The risk associated with using a short-term purchase strategy is that it generally assumes that we can predict how financial markets will perform in the short- term, which may be very difficult and will incur a disproportionately higher amount of transaction costs compared to long-term trading. There are many factors that can affect financial market ADV Part 2A –3/30/2025 Talon Private Wealth, LLC Page 10  performance in the short term (such as short-term interest rate changes, cyclical earnings announcements, etc.) but may have a smaller impact over longer periods of time. Options Risk – Like other securities - including stocks, bonds, and mutual funds - options carry no guarantees, and a person must be aware that it is possible to lose all the principal he/she invests in, and sometimes more. As an option holder, a person risks the entire amount of the premium he/she paid pay. But as an options writer, a person takes on a much higher level of risk. For example, if a person writes an uncovered call, he/she faces unlimited potential loss, since there is no cap on how high a stock price can rise. However, since initial options investments usually require less capital than equivalent stock positions, a potential cash loss as an options investor is usually smaller than if someone bought the underlying stock or sold the stock short. The exception to this general rule occurs when an option is used to provide leverage: Percentage returns are often high, but it is important to remember that percentage losses can be high as well. Margin Risk – Securities purchased on margin are the broker-dealer’s collateral for the loan to the client. If the securities in the account decline in value, so does the value of the collateral supporting the loan, and, as a result, the broker-dealer can take action, such as issue a margin call and/or sell securities or other assets in any of the client’s accounts held with the member, in order to maintain the required equity in the account. It is important that you fully understand the risks involved in trading securities on margin. These risks include the following: • The client can lose more funds than deposited in the margin account. • The broker-dealer can force the sale of securities or other assets in client’s account(s). • The broker-dealer can sell the client’s securities or other assets without contacting the client. • The Client is not entitled to choose which securities or other assets in the account(s) are liquidated or sold to meet a margin call. • The broker-dealer can increase its "house" maintenance margin requirements at any time and is not required to provide the client with advance written notice. • The client is not entitled to an extension of time on a margin call. Short Position Risk – A short position is a trading position of an investor who has sold a security that he or she does not yet own. An investor in a short position hopes to make a profit because he or she is expecting the price of the security to fall. A portfolio will incur a loss because of a short position if the price of the short position instrument increases in value between the date of the short position sale and the date on which an offsetting position is purchased. Short positions may be considered speculative transactions and involve special risks, including greater reliance on our ability to accurately anticipate the future value of a security or instrument. The portfolios’ losses are potentially unlimited in a short position transaction. INVESTMENT RISKS All investment programs have certain risks that are borne by the client and investing in securities involves a risk of loss that clients should be prepared to bear. Our goal is to reduce the risk of loss, but not at the expense of portfolio growth. Recommended investment strategies seek to ADV Part 2A –3/30/2025 Talon Private Wealth, LLC Page 11  balance risks and rewards to achieve investment objectives. To manage risk, we rebalance model portfolios on an as needed basis to bring the asset allocations back to their intended balances. The client should feel free to ask questions about risks they do not understand; we would be pleased to discuss them. RECOMMENDED SECURITIES We use several types of securities in client portfolios including, but not limited to, mutual funds, ETFs, stocks, and bonds. Some of the risk associated with these securities include: • Credit Risk: This is the risk that an issuer of a bond could suffer an adverse change in financial condition that results in a payment default, security downgrade, or inability to meet a financial obligation. • Inflation Risk: This is the risk that inflation will undermine the performance of an investment and/or the future purchasing power of a client's assets. • Interest Rate Risk: The chance that bond prices overall will decline because of rising interest rates. • International Investing Risk: Investing in the securities of non-U.S. companies involves special risks not typically associated with investing in U.S. companies. Foreign securities tend to be more volatile and less liquid than investments in U.S. securities, and may lose value because of adverse political, social, or economic developments overseas or due to changes in the exchange rates between foreign currencies and the U.S. dollar. In addition, foreign investments are subject to settlement practices, as well as regulatory and financial reporting standards, that differ from those of the U.S. • Manager Risk: The chance that the proportions allocated to the various securities will cause the client’s account to underperform relevant to benchmarks or other accounts with a similar investment objective. • Stock Market Risk: The chance that stock prices overall will decline. Stock markets tend to move in cycles, with periods of rising stock prices and periods of falling stock prices. • Fixed Income Risk: A fixed income investment generally involves investing in individual corporate debt, federal and state municipal government debt securities, loans, asset backed securities (e.g., mortgage-backed securities) and structured products (including structured notes). These securities are generally rated as either investment grade or high yield by external rating agencies. The fixed income market can be volatile and fixed income securities are subject to the following risks, among others: o Call Risk: Issuers of callable bonds have the option to redeem the bonds before maturity, which can leave investors with reinvestment risk at lower yields if the bonds are called in a declining interest rate environment. o Credit & Default Risks: Both issuers and counter parties of fixed income securities carry credit risk, which pertains to the issuer’s ability to meet its debt obligations. ADV Part 2A –3/30/2025 Talon Private Wealth, LLC Page 12  Default risk is the potential that the issuer might fail to make interest or principal payments. o Corporate & Government Debt Securities: Corporate bonds offer the potential for higher yields compared to government bonds, but they also carry higher credit risk. Government bonds, particularly those issued by stable governments, are considered relatively safe, but they might offer lower yields. Both types of bonds can be influenced by changes in interest rates, potentially affecting their market value. o Non-U.S. Fixed Income Securities: Investing in fixed income securities from foreign countries introduces additional risks, including currency exchange rate fluctuations, political instability and different regulatory environments. o High-Yield & Investment Grade Debt: High-yield debt, often referred to as junk bonds, carries higher default risk but can offer attractive returns. Investment grade debt, on the other hand, includes bonds issued by more creditworthy entities, providing more stability but generally lower yields. Economic factors, interest rate changes and market sentiment can impact both types of debt. • Exchange Traded Funds: An ETF is a pooled investment fund, the shares of which trade on an exchange at a market price in a manner similar to shares of stock issued by individual companies. Investors in ETFs are exposed to the risks associated with the ETF’s underlying portfolio (i.e., equities or fixed income risk, as described above). Like other funds, investing in ETFs carries the risk of capital loss. Additionally, the market price of an ETF may not always reflect the value of the underlying portfolio, and an ETF may trade at either a premium or a discount to the net asset value of its underlying portfolio. A leveraged ETF seeks to generate a return that is a multiple of its benchmark index’s performance over a specific time period, usually one day. An inverse ETF attempts to mimic the inverse, or opposite, of its stated benchmark over the specified time. Leveraged and inverse ETFs are not suitable for all investors, and each has unique characteristics and risks. Although there are limited occasions where a leveraged or inverse ETF can be useful for some types of investors, holding these types of ETFs for longer than a day (or other specified time period) can negatively impact returns and compound losses. • Mutual Funds: Investing in mutual funds carries the risk of capital loss, and thus, the client may lose money investing in mutual funds. All mutual funds incur costs that lower investment returns. Additionally, funds will be subject to risks based on the types of securities held by each fund. For example, fixed income funds will primarily hold bonds and other fixed income securities and be subject to the types of risks outlined above under “Fixed Income,” while equity funds will hold equity securities that are subject to the types of risks outlined above under “Equities.” In addition, actively managed funds may be subject to the risk that fund management fails to meet a fund's objective or, in the case of a passive fund, will be subject to holding the securities that comprise an underlying index and may not be able to divest itself of such holdings at a time or price ADV Part 2A –3/30/2025 Talon Private Wealth, LLC Page 13  that the fund's manager may otherwise think appropriate. Some funds might invest in derivative instruments that could effectively leverage a fund’s portfolio. As a result, small price movements in the assets underlying a derivative contract held by a fund can cause significant differences in the value of the derivatives and result in large profits or losses (depending on the direction of the change) for the fund. Derivative instruments held by a fund may also experience dramatic price changes and imperfect correlations between the price of a derivative contract and the underlying security or index, which may increase a mutual fund's volatility. A mutual fund may also make illiquid investments or may become less liquid in response to market developments or adverse investor perceptions. Illiquid investments may be more challenging to value. • Derivatives (e.g., options and structured notes): Derivatives involve risks different from, and possibly greater than, the risks associated with investing directly in securities and other more traditional investments. Risks associated with derivatives include the risk that the derivative is not well correlated with the security, index or currency to which it relates; the risk that the derivative may result in losses or missed opportunities; the risk that the strategy will be unable to sell the derivative because of an illiquid secondary market; the risk that a counterparty is unwilling or unable to meet its obligation, which may be heightened in derivative transactions entered into “over-the-counter” (i.e., not on an exchange or contract market); and finally, the risk that the derivative transaction could expose the strategy to the effects of leverage, which could increase the client’s exposure to the market and magnify potential losses. An option is a type of derivative that grant the purchaser the ability to buy or sell a security at a predetermined price. Structured notes are a type of derivative whose value is determined by reference to changes in the value of specific securities, currencies, interest rates, commodities, indices or other financial indicators (the “Reference Instrument”). Structured notes may present additional risks that are different from those associated with a direct investment and may be more volatile, less liquid and more difficult to price accurately and subject to additional credit risks. • U.S. Government Securities Risk: With respect to U.S. government securities that are not backed by the full faith and credit of the U.S. Government, there is the risk that the U.S. Government will not provide financial support to such U.S. government agencies, instrumentalities or sponsored enterprises if it is not obligated to do so by law. For example, a U.S. government-sponsored entity, such as Federal National Mortgage Association or Federal Home Loan Mortgage Corporation, although chartered or sponsored by an Act of Congress, could issue securities that are neither insured nor guaranteed by the U.S. Treasury and, therefore, are not backed by the full faith and credit of the United States. U.S. Treasury securities generally have a lower return than other obligations because of their higher credit quality and market liquidity. • Municipal Bonds: Municipal securities issuers may face local economic or business conditions (including bankruptcy) and litigation, legislation or other political events that could have a significant effect on the ability of the municipality to make payments on the ADV Part 2A –3/30/2025 Talon Private Wealth, LLC Page 14  interest or principal of its municipal bonds. In addition, because municipalities issue municipal securities to finance similar types of projects, such as education, healthcare, transportation, infrastructure and utility projects, conditions in those sectors can affect the overall municipal bond market. Furthermore, changes in the financial condition of one municipality may affect the overall municipal bond market. The municipal obligations in which clients invest will be subject to credit risk, market risk, interest rate risk, credit spread risk, selection risk, call and redemption risk and tax risk, and the occurrence of any one of these risks may materially and adversely affect the value of the Client’s assets or profits. • Digital Asset Risk. We may invest in digital assets on behalf of clients, which we currently access by investing in ETFs. Some of the known risks associated with investments in cryptocurrencies and digital assets include: (1) cryptocurrencies that operate as a medium of exchange are not issued or guaranteed by any central bank or a national, supra-national or quasi-national organization, and there is no guarantee that such cryptocurrencies may operate as a legal medium of exchange in any jurisdiction, (2) markets that are not subject to rules and regulations typical of national securities exchanges and futures exchanges, (3) the growth of this industry and widespread adoption of cryptocurrencies is subject to a high degree of uncertainty, (4) to the extent a fund manager’s private keys relating to cryptocurrencies or digital assets are lost, destroyed or otherwise compromised, it is not possible to access or control such assets and they will be lost, (5) the third-party providers of digital wallets that hold cryptocurrencies and digital assets may be prone to security vulnerabilities and risks arising out of hacking, loss of passwords, compromised access credentials, malware, or cyber-attacks, (6) future regulatory changes, or even the perception of regulatory changes, may limit the ability to buy and sell bitcoin and Bitcoin ETFs, and (7) the securities that we invest in have exposure to a single asset, bitcoin. Bitcoin is highly volatile and can become illiquid at any time. For a complete list of risk factors of investing in this class of securities, review the prospectus for the ETF. ITEM 9 – DISCIPLINARY INFORMATION Registered investment advisers are required to disclose all material facts regarding any legal or disciplinary events that would be material to your evaluation of each supervised person providing investment advice. We do not have information to disclose in this item. ITEM 10 – OTHER FINANCIAL INDUSTRY ACTIVITIES AND AFFILIATIONS BROKER DEALER AFFILIATION We are not affiliated with a broker dealer. FUTURES/COMMODITIES FIRM AFFILIATION We are not affiliated with a futures or commodities broker. OTHER INDUSTRY AFFILIATIONS Our owner and associates are licensed independent insurance agents. They are also investment adviser representatives with Brookstone Wealth Advisors, LLC, an SEC registered investment ADV Part 2A –3/30/2025 Talon Private Wealth, LLC Page 15  adviser. They may recommend these services to our clients. These services pay fees or commissions separate from those outlined in Item 5 above. This is a conflict of interest because these additional fees or commissions create a financial incentive to recommend the service. We, however, attempt to mitigate any conflicts of interest to the best of our ability by placing the client’s interests ahead of our own and through the implementation of policies and procedures that address the conflicts. Additionally, the client is informed that they always have the right to choose whether to act on the recommendation and to purchase recommended services through any licensed agent or investment adviser representative. We currently recommend Brookstone Wealth Advisors, LLC and Signal Wealth as a TAMP. This is a conflict of interest because Mr. Lester has a financial incentive to recommend Brookstone Wealth Advisors, LLC’s services. We, however, attempt to mitigate any conflicts of interest to the best of our ability by placing the client’s interests ahead of our own and through the implementation of policies and procedures that address the conflicts. Additionally, the client is informed that he or she always has the right to choose whether to act on the recommendation to use Brookstone Capital Management, LLC as a TAMP and he or she has the right to purchase recommended services through any investment adviser representative. Our owner, Robert Michael Lester, is also part owner of Brookstone Insurance Group, LLC, Altruist Financial, LLC and Altruist, LLC. He also owns warrants for Signal. He is not involved in the day- to-day management of any of these companies. He does, however, attend regular board meetings for them. RECOMMENDATION OF THIRD-PARTY INVESTMENT ADVISER We recommend the services of a Third-Party Investment Advisors through our use of a TAMP outlined in Item 5. We will ensure that TAMPs are properly registered or exempt from registration in the client’s state of residence before making any recommendation. Depending on the TAMP, we may receive a portion of its management fee, which creates a financial incentive to recommend certain TAMPs that pay a higher percentage of the management fee. We will provide the client with a disclosure statement that details our portion of the TAMP’s fee when we receive it. We attempt to mitigate the conflict of interest to the best of our ability by placing the client’s interest ahead of our own, through our fiduciary duty and by following our Code of Ethics that establishes ideals for ethical conduct. ITEM 11 – CODE OF ETHICS, PARTICIPATION OR INTEREST IN CLIENT TRANSACTION AND PERSONAL TRADING DESCRIPTION Our Code of Ethics establishes ideals for ethical conduct based upon fundamental principles of openness, integrity, honesty, and trust. We will provide a copy of our Code of Ethics to any client or prospective client upon request. Our Code of Ethics covers all supervised persons, and it describes our high standard of business conduct and fiduciary duty to our clients. The Code of Ethics includes, among other things, ADV Part 2A –3/30/2025 Talon Private Wealth, LLC Page 16  provisions relating to the confidentiality of client information, a prohibition on insider trading, a prohibition on rumor mongering, restrictions on the acceptance of significant gifts and the reporting of certain gifts and business entertainment items, and personal securities trading procedures. All supervised persons must acknowledge the terms of the Code of Ethics annually or as amended. MATERIAL INTEREST IN SECURITIES We do not have a material interest in any securities. INVESTING IN OR RECOMMENDING THE SAME SECURITIES Our owner and associates may buy or sell for their own accounts the same securities that they recommend to or purchase for client accounts. A conflict of interest may exist because they can trade ahead of client trades. We mitigate any conflict of interest in two ways. First, our Code of Ethics requires any person with access to trades to report personal securities transactions on at least a quarterly basis and provide us with a detailed summary of certain holdings (both initially upon commencement of employment and quarterly thereafter) in which employees have a direct or indirect beneficial interest. The reports are reviewed to ensure we do not trade ahead of client accounts. Second, we require client transactions to be placed ahead of our access person’s personal trades or our associates can place personal trades as part of a block trade (Please see Item 12.B for details on our block trading practices). The records of all the access person’s personal and client trading activities are reviewed and made available to regulators to review on the premises. ITEM 12 – BROKERAGE PRACTICES RECOMMENDATION CRITERIA We currently recommend the clearing and custody services of Charles Schwab, Altruist and Fidelity. Some of the primary considerations underlying this decision are: rates charged by other brokers that provide clearing or custody services for registered investment advisors; reputation and financial strength; breadth and depth of available products, with an important factor being the broker’s no-transaction-fee mutual fund universe; accuracy with which transactions are processed; customer service responsiveness; availability of technology solutions interoperable with our systems and suitable for managing multiple accounts; as well as client satisfaction. We periodically evaluate the foregoing factors, and while we may conclude based on our review that commission rates paid by clients are reasonable, lower commissions may be available from other brokers or in conjunction with retail (non-advisory) accounts, and certain mutual funds that carry Fa transaction fee may be available on a no-transaction-fee basis from other brokers or directly from the fund company. RESEARCH AND SOFT DOLLARS “Soft dollars” are defined as a form of payment investment firms can use to pay for goods and services such as news subscriptions or research. When an investment firm gives its business to a particular brokerage firm, the brokerage firm in return can agree to use some of its revenue to pay for these types of services. We do not receive any soft dollars. However, we receive some ADV Part 2A –3/30/2025 Talon Private Wealth, LLC Page 17  benefits from our recommended custodians. Please see Item 14 for additional details about the benefits. BROKERAGE FOR CLIENT REFERRALS We do not receive client referrals or any other incentive from any broker-dealer or custodian. DIRECTED BROKERAGE Some clients may direct us to a specific broker-dealer to execute securities transactions for their accounts. When so directed, we may not be able to effectively negotiate lower brokerage commissions or achieve best execution on those clients’ transactions. This can result in substantially higher fees, charges, or dealer concessions in one or more transactions for the clients’ accounts because we cannot negotiate favorable prices. TRADE AGGREGATION We may aggregate transactions in equity and fixed income securities for a client with other clients to improve the quality of execution. When transactions are so aggregated, the actual prices applicable to the aggregated transactions will be averaged, and each client account will be deemed to have purchased or sold its proportionate share of the securities involved at the average price obtained. We may determine not to aggregate transactions, for example, based on the size of the trades, the number of client’s accounts, the timing of the trades, the liquidity of the securities or the discretionary or non-discretionary nature of the trades. If we do not aggregate orders, some clients purchasing securities around the same time may receive a less favorable price than other clients. This means that this practice of not aggregating may cost clients more money. ITEM 13 – REVIEW OF ACCOUNTS PERIODIC REVIEWS Our investment adviser representatives will meet with clients either in person or by telephone to review their accounts at least annually. OTHER REVIEWS Additional reviews are conducted periodically depending on market conditions, economic or political events, or by changes in a client’s financial situation (such as retirement, termination of employment, physical move, or inheritance). REPORTS Subject to the client’s preferences, portfolio management accounts receive at least a quarterly performance report from us, and all portfolio management accounts receive an account statement at least quarterly from the account’s custodian. We provide a written plan to financial planning clients. ITEM 14 – CLIENT REFERRALS AND OTHER COMPENSATION OTHER COMPENSATION ADV Part 2A –3/30/2025 Talon Private Wealth, LLC Page 18  We do not pay nor receive compensation for referrals. However, we receive some benefits from our recommended custodians. These benefits include 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 our participants; access to block trading (which provides the ability to aggregate securities transactions for executions 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; and discounts on compliance, marketing, research, technology, and practice management products or services provided to us by third party vendors. Brookstone and Signal both maintain certain of our model portfolios while Signal also assists with scheduling initial calls with prospective clients. The recommended custodians may also have paid for business consulting and professional services received by our related persons. Some of the products and services made available by the recommended custodians through the program may benefit us but may not benefit its client accounts. These products or services may assist us in managing and administering client accounts, including accounts not maintained by a recommended custodian. Other services made available by the recommended custodians are intended to help us manage and further develop our business. The benefits received by us, or our personnel, do not depend on the number of brokerage transactions direct to the recommended custodians. As part of our fiduciary duties to clients, we always endeavor to put the interests of our clients first. Clients should be aware, however, that the receipt of economic benefits by us or our related persons in and of itself creates a potential conflict of interest and may indirectly influence our recommendations for custody and brokerage services. CLIENT REFERRALS We do not pay for client referrals or use promoters. OTHER ADVISORS Mr. Lester receives a portion of fees collected from clients whose portfolios are managed by Brookstone. ITEM 15 – CUSTODY Talon Private Wealth, LLC does not maintain physical custody of customer funds or securities. All client funds, securities and accounts are held by a qualified custodian. However, we have limited custody over some client assets. We ask the client to authorize us with the ability to instruct the custodian to deduct our management fee directly from the client’s account. This authorization will apply to our management fee only. The client may terminate this authorization at any time. The client will receive at least quarterly statements from the qualified custodian that holds and maintains the client’s assets. We urge each client to carefully review such statements. ADV Part 2A –3/30/2025 Talon Private Wealth, LLC Page 19  We are also deemed to have custody of clients’ funds or securities when clients have standing authorizations with their custodian to move money from a client’s account to a third-party (“SLOA”) and under that SLOA authorize us to designate the amount or timing of transfers with the custodian. An independent qualified custodian (generally a broker-dealer, bank, trust company, or other financial institution) holds clients’ funds and securities – We do not act as a custodian for any client. The client will receive at least quarterly statements from the qualified custodian that holds and maintains the client’s assets. We urge each client to carefully review such statements. When we assist some clients with the ability to move money from one account to another and when Talon has a client’s password to an account (e.g., an employer 401k account). In these situations, you will sign standing letter of instruction (“SLOAs”) with your custodian that grants us the ability to facilitate the transfer. When your money is transferred between accounts with different titles, this is considered a limited form of custody. In 2017, the SEC issued a no-action letter (“Letter”) with respect to Rule 206(4)-2 (“Custody Rule”) under the Investment Advisers Act of 1940 (“Advisers Act”). We and your custodian follow the safeguards outlined in the letter. These safeguards include: • 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. • 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. • 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. • The client can terminate or change the instruction with their qualified custodian. • 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. • 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. • The client’s qualified custodian sends the client, in writing, an initial notice confirming the instruction and an annual notice reconfirming the instructions. The Firm complies with SEC Rule 206(4)-2 regarding requirements to ensure third-party verification of such client assets on an annual basis. ITEM 16 – INVESTMENT DISCRETION We offer discretionary investment management services. The client will sign an investment management agreement to grant us discretionary power over his or her account. Our investment management agreement contains a limited power of attorney that allows us to select the security, the amount, and the time of the purchase or sale in the client’s account. It also allows ADV Part 2A –3/30/2025 Talon Private Wealth, LLC Page 20  us to place each such trade without the client’s prior approval. Finally, it allows us to hire and fire independent investment advisors to implement model portfolios on the account. In addition to our investment management agreement, the client’s custodian may request the client to sign the custodian’s limited power of attorney. This varies with each custodian. We discuss all limited powers of attorney with the client prior to their execution. In all cases, however, such discretion is to be exercised in a manner consistent with the stated investment objectives for the client account, and any other investment policies, limitations, or restrictions. ITEM 17 – VOTING CLIENT SECURITIES We do not vote proxy votes for any client. All proxy materials are mailed or emailed directly to the client from the custodian. Any proxy materials received by us will be forwarded to clients for response and voting. In the event the client has a question about a proxy solicitation, the client should feel free to contact us. ITEM 18 – FINANCIAL INFORMATION BALANCE SHEET We do not require or solicit prepayment of more than $1,200 in fees per client, six months or more in advance. Therefore, we are not required to provide a balance sheet. FINANCIAL CONDITION We are required in this Item to provide you with certain financial information or disclosures about our financial condition if we have a financial commitment that impairs our ability to service you. We do not have a financial commitment that impairs our ability to service our clients. BANKRUPTCY We have not been the subject of a bankruptcy proceeding. ADV Part 2A –3/30/2025 Talon Private Wealth, LLC Page 21  PRIVACY POLICY NOTICE We are committed to protecting your privacy. This notice describes the privacy policy and practices followed by our firm as required by federal law. It explains how we collect, use, and safeguard your personal information. Information We Collect In the course of providing services to you, we collect nonpublic personal information about you, including: • Information you provide to us on applications, forms, or during discussions, such as your name, address, Social Security number, date of birth, income, net worth, and investment objectives; • Information about your transactions with us, our affiliates, or others, such as account balances, holdings, and activity; • Information received from third parties such as custodians, banks, or other financial institutions; • Information collected through the use of digital tools, applications, or platforms, including those that may incorporate artificial intelligence (AI) or automation features to enhance our service delivery, data analysis, or communications. Information We Disclose We do not sell your personal information. We may disclose nonpublic personal information about you only as permitted or required by law, or as authorized by you. Examples of such disclosures include: • Sharing information with service providers who assist in the operation of your accounts or provide support services, including technology providers that may use AI to help us better serve your needs; • Disclosures to custodians, consultants, attorneys, accountants, and other professionals who support our services to you; • Sharing information with affiliated companies (such as our CPA firm, law firm, insurance agency, or affiliated bank) when reasonably necessary to provide coordinated services, support your financial goals, or as otherwise authorized by you; • Disclosures required by law, regulation, or court order. You may request that we limit certain types of information sharing with our affiliates, as described below. Use of AI-Enabled Tools We may use tools, applications, or platforms that incorporate artificial intelligence (AI) to improve our operations and enhance client service—for example, summarizing documents, organizing data, automating compliance monitoring, or responding to inquiries. These tools may process limited client information in a secure and controlled environment. We evaluate all ADV Part 2A –3/30/2025 Talon Private Wealth, LLC Page 22  technology providers, including AI vendors, to ensure they meet industry standards for data security and privacy. How We Protect Your Information We maintain physical, electronic, and procedural safeguards in accordance with federal standards to protect your nonpublic personal information. Access is limited to those employees, affiliates, and third parties who need the information to provide services to you and who are bound by confidentiality obligations. Former Clients Our privacy policies continue to apply to all former clients. We do not share information about former clients except as permitted by law. Opt-Out Rights If you prefer that we not share your nonpublic personal information with our affiliated companies for purposes other than providing services directly to you, you may opt out at any time by contacting us at (352) 751-3200. Changes to Our Privacy Policy We will notify you of any material changes to this privacy policy. If changes allow for additional disclosures of your personal information, we will give you an opportunity to opt out, as required by law. Questions If you have any questions about our privacy policy or wish to update or restrict how your information is shared, please contact us at (352) 751-3200. ADV Part 2A –3/30/2025 Talon Private Wealth, LLC Page 23