The Marin Group Inc.

The Marin Group Inc. CRD# 125217 1440 Dutch Valley Place, Suite 955 Atlanta, Georgia 30324 58 Broad Street, Suite 1C Charleston, South Carolina 29401 Telephone: 404-607-8014 Facsimile: 404-872-9014 www.maringroup.com June 29, 2026 FORM ADV PART 2A BROCHURE This Brochure provides information about the qualifications and business practices of The Marin Group Inc. If you have any questions about the contents of this Brochure, please contact us at (404) 607- 8014 or gary@maringroup.com. The information in this Brochure has not been approved or verified by the United States Securities and Exchange Commission or by any state authority. The Marin Group Inc. is an investment advisory firm registered with the appropriate regulatory authority. Registration does not imply a certain level of skill or training. Additional information about The Marin Group Inc. also is available on the SEC's website at www.AdviserInfo.sec.gov. 1  Item 2 Summary of Material Changes Form ADV Part 2 requires registered investment advisers to amend their brochure when information becomes materially inaccurate. If there are any material changes to an adviser's disclosure brochure, the adviser is required to notify you and provide you with a description of the material changes. Since the filing of our last annual updating amendment, dated March 31, 2026, we have the following material changes to report: • The firm has initiated transition to registration with the United States Securities and Exchange Commission from its current registration at the state level. 2  Item 3 Table of Contents Item 1 Cover Page Item 2 Summary of Material Changes ....................................................................................................................... 2 Item 3 Table of Contents ............................................................................................................................................ 3 Item 4 Advisory Business........................................................................................................................................... 4 Item 5 Fees and Compensation ................................................................................................................................. 5 Item 6 Performance-Based Fees and Side-By-Side Management ............................................................................ 7 Item 7 Types of Clients .............................................................................................................................................. 7 Item 8 Methods of Analysis, Investment Strategies and Risk of Loss ....................................................................... 8 Item 9 Disciplinary Information ................................................................................................................................. 12 Item 10 Other Financial Industry Activities and Affiliations ...................................................................................... 12 Item 11 Code of Ethics, Participation or Interest in Client Transactions and Personal Trading .............................. 12 Item 12 Brokerage Practices .................................................................................................................................... 13 Item 13 Review of Accounts .................................................................................................................................... 14 Item 14 Client Referrals and Other Compensation .................................................................................................. 15 Item 15 Custody ....................................................................................................................................................... 15 Item 16 Investment Discretion ................................................................................................................................. 15 Item 17 Voting Client Securities ............................................................................................................................... 15 Item 18 Financial Information ................................................................................................................................... 16 Additional Information .............................................................................................................................................. 16 3  Item 4 Advisory Business The Marin Group Inc. is a registered investment adviser primarily based in Atlanta, Georgia, with a branch located in Charleston, South Carolina. We are organized as a corporation under the laws of the State of Georgia and have been providing investment advisory services since 1996. We are primarily owned by Gary Gerald, Herman Armin, and Dianne Martin. The following paragraphs describe our services and fees. Refer to the description of each investment advisory service listed below for information on how we tailor our advisory services to your individual needs. As used in this brochure, the words "TMG," "we," "our," and "us" refer to The Marin Group Inc. and the words "you," "your," and "client" refer to you as either a client or prospective client of our firm. Financial Planning Services Our financial planning services will typically involve providing a variety of services, principally advisory in nature, to clients regarding the management of their financial resources based upon an analysis of their individual needs. We will first conduct a complimentary initial consultation. During or after the initial consultation, if you decide to engage us for financial planning services, additional meetings will be conducted, during which pertinent information about your financial circumstances and objectives is collected. Once such information has been reviewed and analyzed, a written financial plan designed to achieve your stated financial goals and objectives will be produced and presented. The primary objective of this process is to allow us to assist you in developing a strategy for the management of income, assets and liabilities that is successful in meeting your financial goals and objectives. Financial planning services will typically involve providing financial plan unique to each client that reviews estate planning (wills, trusts, heirs, charities, insurance), retirement planning (investments, employer-sponsored plan, annuities, IRAs), income protection (disability, asset protection, insurance, healthcare planning, long-term care), assistance to children (college) and assistance to parents (medical and retirement living). You are under no obligation to act on our financial planning recommendations. Should you choose to act on any of our recommendations, you are not obligated to implement the financial plan through any of our other investment advisory services. Moreover, you may act on our recommendations by placing securities transactions with any brokerage firm. Portfolio Management We offer discretionary portfolio management services. Our investment advice is tailored to meet our clients' needs and investment objectives. If you participate in our discretionary portfolio management services, we require you to grant our firm discretionary authority to manage your account. Discretionary authorization will allow us to determine the specific securities, and the amount of securities, to be purchased or sold for your account without your approval prior to each transaction. Discretionary authority is typically granted by the investment advisory agreement you sign with our firm and the appropriate trading authorization forms. You may limit our discretionary authority (for example, limiting the types of securities that can be purchased or sold for your account) by providing our firm with your restrictions and guidelines in writing. We manage your account on an individual basis. Portfolios within the same objective may, at any given time, differ as to specific securities and cash levels. Further retractions and guidelines imposed by clients affect the composition and performance of the portfolios. For these reasons, performance of 4  portfolios within the same objective may differ, and you should not expect the performance of your portfolio to be identical to that of the average TMG client with the same objective. Once a portfolio is constructed, we will provide continuous supervision and re-balancing as changes in market conditions and in your financial circumstances require. Wrap Fee Programs We do not participate in any wrap fee program. Types of Investments We offer advice on equity securities, corporate debt securities (other than commercial paper), certificates of deposit, municipal securities, mutual fund shares, United States government securities, money market funds, REITs and ETFs. Additionally, we may advise you on various types of investments based on your stated goals and objectives. We may also provide advice on any type of investment held in your portfolio at the inception of our advisory relationship. IRA Rollover Recommendations For purposes of complying with the DOL's Prohibited Transaction Exemption 2020-02 ("PTE 2020-02") where applicable, we are providing the following acknowledgment to you. When we provide investment advice to you regarding your retirement plan account or individual retirement account, we are fiduciaries within the meaning of Title I of the Employee Retirement Income Security Act and/or the Internal Revenue Code, as applicable, which are laws governing retirement accounts. The way we make money creates some conflicts with your interests, so we operate under a special rule that requires us to act in your best interest and not put our interest ahead of yours. Under this special rule's provisions, we must: • Meet a professional standard of care when making investment recommendations (give prudent advice); • Never put our financial interests ahead of yours when making recommendations (give loyal advice); • Avoid misleading statements about conflicts of interest, fees, and investments; • Follow policies and procedures designed to ensure that we give advice that is in your best interest; • Charge no more than is reasonable for our services; and • Give you basic information about conflicts of interest. We benefit financially from the rollover of your assets from a retirement account to an account that we manage or provide investment advice, because the assets increase our assets under management and, in turn, our advisory fees. As a fiduciary, we only recommend a rollover when we believe it is in your best interest. Assets Under Management As of May 31, 2026, we provide continuous management services for $128,065,838 in client assets on a discretionary basis. Item 5 Fees and Compensation Portfolio Management Services Our fee for portfolio management services is based on a percentage of the assets in your account and is set forth in the following annual fee schedule: 5  Annual Fee Schedule Quarterly Fee Annual Fee Assets Under Management Up to $100,000.00 Next $100,000.01 to $250,000.00 Next $250,000.01 to $1,000,000.00 Next $1,000,000.01 to $150,000,000.00 Over $150,000,000.00 0.3125% 0.275% 0.25% 0.225% 0 1.25% 1.10% 1.00% 0.90% 0 The fees are assessed a tiered percentage rate based on the value of the account. Accordingly, as an example, if an account is valued at $250,000, the first $100,000 would be charged 1.25% annually, while the balance of $150,000 would be assessed the lower fee of 1.10% per year. The fee will be calculated and charged on a quarterly basis, in arrears, based upon the market value of your assets on the last day of the previous quarter. If management begins after the start of a quarter, fees will be prorated accordingly. We reserves the right to discount fees based on the needs and circumstances of clients. We may also provide a financial plan at no additional cost at our sole discretion. All of the above-referenced fees are negotiable. Lower fees for comparable services may be available from other sources. At our discretion, we may combine the account values of family members living in the same household to determine the applicable advisory fee. For example, we may combine account values for you and your minor children, joint accounts with your spouse, and other types of related accounts. Combining account values may increase the asset total, which may result in your paying a reduced advisory fee based on the available breakpoints in our fee schedule stated above. We will deduct our fee directly from your account through the qualified custodian holding your funds and securities. We will deduct our advisory fee only when the following requirements are met: • You provide our firm with written authorization permitting the fees to be paid directly from your account held by the qualified custodian; • We send you an invoice showing the amount of the fee, the value of the assets on which the fee is based, the time period covered by the fee, and the specific manner in which the fee was calculated; and • The qualified custodian agrees to send you a statement, at least quarterly, indicating all amounts disbursed from your account including the amount of the advisory fee paid directly to our firm. We encourage you to reconcile our invoices with the statement(s) you receive from the qualified custodian. If you find any inconsistent information between our invoice and the statement(s) you receive from the qualified custodian call our main office number located on the cover page of this brochure. You may terminate the portfolio management agreement without penalty within five (5) business days of entering into the agreement. After that, either party may terminate the agreement upon 30 days written notice. You will incur a pro rata charge for services rendered prior to the termination of the portfolio management agreement, which means you will incur advisory fees only in proportion to the number of days in the quarter for which you are a client. 6  Financial Planning Services We charge a fixed fee for a financial plan of $2,500.00. At the beginning of the engagement we collect $500.00. The remainder is due upon delivery of the plan. The fee is negotiable depending upon the complexity and scope of the plan, your financial situation, and your objectives. We do not require you to pay fees six or more months in advance. Should the engagement last longer than six months between acceptance of financial planning agreement and delivery of the financial plan, any prepaid unearned fees will be promptly returned to you less a pro rata charge for bona fide financial planning services rendered to date. We will not require prepayment of a fee more than six months in advance and in excess of $1,200. You may terminate your request for a financial plan without penalty within five (5) business days of signing the Financial Planning Agreement. Clients terminating after five (5) business days will be obligated to pay a pro-rata share of the fee for any financial planning services performed prior to such termination. If the refund amount is less than any installment fee that has been paid, we will return a pro-rata share to you. Additional Fees and Expenses As part of our investment advisory services to you, we may invest, or recommend that you invest, in mutual funds and exchange traded funds. The fees that you pay to our firm for investment advisory services are separate and distinct from the fees and expenses charged by mutual funds or exchange traded funds (described in each fund's prospectus) to their shareholders. These fees will generally include a management fee and other fund expenses. You will also incur transaction charges and/or brokerage fees when purchasing or selling securities. These charges and fees are typically imposed by the broker-dealer or custodian through whom your account transactions are executed. We do not share in any portion of the brokerage fees/transaction charges imposed by the broker-dealer or custodian. To fully understand the total cost you will incur, you should review all the fees charged by mutual funds, exchange traded funds, our firm, and others. For information on our brokerage practices, refer to the Brokerage Practices section of this brochure. Item 6 Performance-Based Fees and Side-By-Side Management We do not accept performance-based fees or participate in side-by-side management. Performance- based fees are fees that are based on a share of a capital gains or capital appreciation of a client's account. Side-by-side management refers to the practice of managing accounts that are charged performance-based fees while at the same time managing accounts that are not charged performance- based fees. Our fees are calculated as described in the Fees and Compensation section above and are not charged on the basis of a share of capital gains upon, or capital appreciation of, the funds in your advisory account. Item 7 Types of Clients We generally provide investment advisory services to individuals (other than high net worth individuals) and high net worth individuals. The minimum account size for separately managed accounts is generally $100,000.00. We reserve the right, in its sole discretion, to allow reduction or waiver of the minimum initial investment. There is no minimum account size for financial planning services. 7  Item 8 Methods of Analysis, Investment Strategies and Risk of Loss Methods of Analysis We employ fundamental and technical analysis as the primary methods for analyzing investment holdings to analyze the attainment of our clients' stated investment goals and objectives. Fundamental analysis involves analyzing a company's financial statements and health, its management and competitive advantages, and its competitors and markets. Fundamental analysis is performed on historical and present data but with the goal of making financial forecasts. There are several possible objectives: to conduct a company stock valuation and predict its probable price evolution; to make a projection on its business performance; to evaluate its management and make internal business decisions; and to calculate its credit risk. Fundamental analysis does not attempt to anticipate market movements. This presents a potential risk as the price of a security can move up or down along with the overall market regardless of the economic and financial factors considered in evaluating stock. Technical analysis is a method of evaluating securities by relying on the assumption that market data, such as charts of price, volume and open interest can help predict future (usually short-term) market trends. Technical analysis assumes that market psychology influences trading in a way that enables predicting when a stock will rise or fall. The technical indicators that we may consider include, but are not limited to, price, volume, momentum, relative strength, sector/group strength and moving averages. Technical analysis does not consider the underlying financial condition of a company. This presents a risk that a poorly-managed or financially unsound company may underperform regardless of market movement. We may use charts, moving averages and trading volumes to formulate and implement investment strategies. Long-Term Purchases - securities purchased with the expectation that the value of those securities will grow over a relatively long period of time, generally greater than one year. Risk: Using a long-term purchase strategy 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 you are invested in or perhaps just your particular investment will go down over time even if the overall financial markets advance. Purchasing investments long-term may create an opportunity cost - "locking-up" assets that may be better utilized in the short-term in other investments. Short-Term Purchases - securities purchased 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. Risk: Using a short-term purchase strategy 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 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 times. Our investment strategies and advice may vary depending upon each client's specific financial situation. As such, we determine investments and allocations based upon your predefined objectives, risk tolerance, time horizon, financial information, liquidity needs and other various suitability factors. 8  Your restrictions and guidelines may affect the composition of your portfolio. It is important that you notify us immediately with respect to any material changes to your financial circumstances, including for example, a change in your current or expected income level, tax circumstances, or employment status. Investment Strategies We employ a proprietary method of investment management called "Cycle Investing" which seeks to keep monies invested in stocks that are within industry groups that are receiving the most benefit from the current stage of the economic cycle. The market is made up of both growth and value stocks, and growth tends to outperform when value underperforms (and vice versa). Thus, it makes sense that committing to only one of these types of stocks would cause a portfolio to underperform or just equal the broad market's return over the long term. The recent explosion of companies wanting to be a manager of money managers shows the need for having exposure to both types of stocks. Unfortunately in these programs managers often drift from their particular style and come up with a new definition of growth or value to be able to own the hottest stocks of the day. We believe this results in duplication of ownership in certain stocks and defeats the purpose behind the whole program. We have clearly defined models that screen for growth, value or new technology stocks and also guide our buy-sell decisions. We take a "top down" approach to decide what cycle we are in and what stocks are the most likely to perform the best. Managed account investments may include, but are not limited to, equity securities, debt and other income securities, exchange traded funds, options transactions, and emerging markets securities. Risk of Loss Notwithstanding the method of analysis or investment strategy employed by us, investments are subject to risk of devaluation or loss that clients should be prepared to bear. We want investors to be aware that there are different events that can affect the value of your assets or portfolio including, but not limited to, changes in financial status of companies, market fluctuations, changes in exchange rates, trading suspensions and delays, economic reports, and natural disasters. All investment programs have certain risks that are borne by the investor. Our investment approach constantly keeps the risk of loss in mind. Investors face the following investment risks: • Interest-rate Risk: Fluctuations in interest rates may cause investment prices to fluctuate. For example, when interest rates rise, yields on existing bonds become less attractive, causing their market values to decline. • • Market Risk: The price of a security, bond, or mutual fund may drop in reaction to tangible and intangible events and conditions. This type of risk is caused by external factors independent of a security's particular underlying circumstances. For example, political, economic, and social conditions may trigger market events. Inflation Risk: When any type of inflation is present, a dollar will be worth more today than a dollar next year, because purchasing power is eroding at the rate of inflation. • Currency Risk: Overseas investments are subject to fluctuations in the value of the dollar against the currency of the investment's originating country. This is also referred to as exchange rate risk. • Reinvestment Risk: This is the risk that future proceeds from investments may have to be reinvested at a potentially lower rate of return (i.e. interest rate). This primarily relates to fixed income securities. • Business Risk: These risks are associated with a particular industry or a particular company within an industry. For example, oil-drilling companies depend on finding oil and then refining it, a lengthy process, before they can generate a profit. They carry a higher risk of profitability than 9  an electric company, which generates its income from a steady stream of customers who buy electricity no matter what the economic environment is like. • Liquidity Risk: Liquidity is the ability to readily convert an investment into cash. Generally, assets are more liquid if many traders are interested in a standardized product. For example, Treasury Bills are highly liquid, while real estate properties are not. • Financial Risk: Excessive borrowing to finance a business' operations increases the risk of profitability, because the company must meet the terms of its obligations in good times and bad. During periods of financial stress, the inability to meet loan obligations may result in bankruptcy and/or a declining market value. • Options Risk: A small investment in options could have a potentially large impact on an investor's performance. The use of options involves risks different from, or possibly greater than, the risks associated with investing directly in the underlying assets. Derivatives can be highly volatile, illiquid and difficult to value, and there is the risk that a hedging technique will fail if changes in the value of a derivative held by an investor do not correlate with the securities being hedged. While this information provides a synopsis of the events that may affect your investments, this listing is not exhaustive. We want you to understand that there are inherent risks associated with investing and depending on the risk occurrence; you may suffer loss of all or part of your principal investment. Recommendation of Particular Types of Securities We recommend various types of securities and we do not primarily recommend one particular type of security over another since each client has different needs and different tolerance for risk. Each type of security has its own unique set of risks associated with it and it would not be possible to list here all of the specific risks of every type of investment. Even within the same type of investment, risks can vary widely. However, in very general terms, the higher the anticipated return of an investment, the higher the risk of loss associated with the investment. A description of the types of securities we may recommend to you and some of their inherent risks are provided below. Money Market Funds: A money market fund is technically a security. The fund managers attempt to keep the share price constant at $1/share. However, there is no guarantee that the share price will stay at $1/share. If the share price goes down, you can lose some or all of your principal. The U.S. Securities and Exchange Commission ("SEC") notes that "While investor losses in money market funds have been rare, they are possible." In return for this risk, you should earn a greater return on your cash than you would expect from a Federal Deposit Insurance Corporation ("FDIC") insured savings account (money market funds are not FDIC insured). Next, money market fund rates are variable. In other words, you do not know how much you will earn on your investment next month. The rate could go up or go down. If it goes up, that may result in a positive outcome. However, if it goes down and you earn less than you expected to earn, you may end up needing more cash. A final risk you are taking with money market funds has to do with inflation. Because money market funds are considered to be safer than other investments like stocks, long-term average returns on money market funds tends to be less than long term average returns on riskier investments. Over long periods of time, inflation can eat away at your returns. Certificates of Deposit: Certificates of deposit ("CD") are generally a safe type of investment since they are insured by the Federal Deposit Insurance Company ("FDIC") up to a certain amount. However, because the returns are generally low, there is risk that inflation outpaces the return of the CD. Certain CDs are traded in the marketplace and not purchased directly from a banking institution. In addition to trading risk, when CDs are purchased at a premium, the premium is not covered by the FDIC. 10  Municipal Securities: Municipal securities, while generally thought of as safe, can have significant risks associated with them including, but not limited to: the credit worthiness of the governmental entity that issues the bond; the stability of the revenue stream that is used to pay the interest to the bondholders; when the bond is due to mature; and, whether or not the bond can be "called" prior to maturity. When a bond is called, it may not be possible to replace it with a bond of equal character paying the same amount of interest or yield to maturity. Bonds: Corporate debt securities (or "bonds") are typically safer investments than equity securities, but their risk can also vary widely based on the financial health of the issuer; the risk that the issuer might default; when the bond is set to mature; and, whether or not the bond can be "called" prior to maturity. When a bond is called, it may not be possible to replace it with a bond of equal character paying the same rate of return. Stocks: There are numerous ways of measuring the risk of equity securities (also known simply as "equities" or "stock"). In very broad terms, the value of a stock depends on the financial health of the company issuing it. However, stock prices can be affected by many other factors including, but not limited to the class of stock (for example, preferred or common); the health of the market sector of the issuing company; and the overall health of the economy. In general, larger, better established companies ("large cap") tend to be safer than smaller start-up companies ("small cap") are but the mere size of an issuer is not, by itself, an indicator of the safety of the investment. Mutual Funds and Exchange Traded Funds: Mutual funds and exchange traded funds ("ETF") are professionally managed collective investment systems that pool money from many investors and invest in stocks, bonds, short-term money market instruments, other mutual funds, other securities, or any combination thereof. The fund will have a manager that trades the fund's investments in accordance with the fund's investment objective. While mutual funds and ETFs generally provide diversification, risks can be significantly increased if the fund is concentrated in a particular sector of the market, primarily invests in small cap or speculative companies, uses leverage (i.e., borrows money) to a significant degree, or concentrates in a particular type of security (i.e., equities) rather than balancing the fund with different types of securities. ETFs differ from mutual funds since they can be bought and sold throughout the day like stock and their price can fluctuate throughout the day. The returns on mutual funds and ETFs can be reduced by the costs to manage the funds. Also, while some mutual funds are "no load" and charge no fee to buy into, or sell out of, the fund, other types of mutual funds do charge such fees which can also reduce returns. Mutual funds can also be "closed end" or "open end". So-called "open end" mutual funds continue to allow in new investors indefinitely whereas "closed end" funds have a fixed number of shares to sell which can limit their availability to new investors. ETFs may have tracking error risks. For example, the ETF investment adviser may not be able to cause the ETF's performance to match that of its Underlying Index or other benchmark, which may negatively affect the ETF's performance. In addition, for leveraged and inverse ETFs that seek to track the performance of their Underlying Indices or benchmarks on a daily basis, mathematical compounding may prevent the ETF from correlating with performance of its benchmark. In addition, an ETF may not have investment exposure to all of the securities included in its Underlying Index, or its weighting of investment exposure to such securities may vary from that of the Underlying Index. Some ETFs may invest in securities or financial instruments that are not included in the Underlying Index, but which are expected to yield similar performance. Real Estate Investment Trust: A real estate investment trust ("REIT") is a corporate entity which invests in real estate and/or engages in real estate financing. A REIT reduces or eliminates corporate income taxes. REITs can be publicly or privately held. Public REITs may be listed on public stock exchanges. REITs are required to declare 90% of their taxable income as dividends, but they actually 11  pay dividends out of funds from operations, so cash flow has to be strong or the REIT must either dip into reserves, borrow to pay dividends, or distribute them in stock (which causes dilution). After 2012, the IRS stopped permitting stock dividends. Most REITs must refinance or erase large balloon debts periodically. The credit markets are no longer frozen, but banks are demanding, and getting, harsher terms to re-extend REIT debt. Some REITs may be forced to make secondary stock offerings to repay debt, which will lead to additional dilution of the stockholders. Fluctuations in the real estate market can affect the REIT's value and dividends. Item 9 Disciplinary Information We are required to disclose the facts of any legal or disciplinary events that are material to a client's evaluation of our advisory business or the integrity of our management. We do not have any required disclosures under this item. Item 10 Other Financial Industry Activities and Affiliations We have not provided information on other financial industry activities and affiliations because we do not have any relationship or arrangement that is material to our advisory business or to our clients with any of the types of entities listed below. • 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 adviser; lawyer or law firm; insurance company or agency; • other investment adviser or financial planner; • • banking or thrift institution; • accountant or accounting firm; • • • pension consultant; • real estate broker or dealer; and/or • sponsor or syndicator of limited partnerships. Item 11 Code of Ethics, Participation or Interest in Client Transactions and Personal Trading Code of Ethics and Personal Trading We strive to comply with applicable laws and regulations governing our practices. Therefore, our Code of Ethics includes guidelines for professional standards of conduct for persons associated with our firm. Our goal is to protect your interests at all times and to demonstrate our commitment to our fiduciary duties of honesty, good faith, and fair dealing with you. All persons associated with our firm are expected to adhere strictly to these guidelines. Persons associated with our firm are also required to report any violations of our Code of Ethics. Additionally, we maintain and enforce written policies reasonably designed to prevent the misuse or dissemination of material, non-public information about you or your account holdings by persons associated with our firm. Clients or prospective clients may obtain a copy of our Code of Ethics by contacting us at the telephone number on the cover page of this brochure. 12  Participation or Interest in Client Transactions Neither our firm nor any persons associated with our firm has any material financial interest in client transactions beyond the provision of investment advisory services as disclosed in this brochure. Personal Trading Practices Our firm or persons associated with our firm may buy or sell the same securities that we recommend to you or securities in which you are already invested. A conflict of interest exists in such cases because we have the ability to trade ahead of you and potentially receive more favorable prices than you will receive. To mitigate this conflict of interest, it is our policy that neither our firm nor persons associated with our firm shall have priority over your account in the purchase or sale of securities. Aggregated Trading Our firm or persons associated with our firm may buy or sell securities for you at the same time we or persons associated with our firm buy or sell such securities for our own account. We may also combine our orders to purchase securities with your orders to purchase securities ("aggregated trading"). Refer to the Brokerage Practices section in this brochure for information on our aggregated trading practices. A conflict of interest exists in such cases because we have the ability to trade ahead of you and potentially receive more favorable prices than you will receive. To eliminate this conflict of interest, it is our policy that neither our firm nor persons associated with our firm shall have priority over your account in the purchase or sale of securities. Item 12 Brokerage Practices We recommend the brokerage and custodial services of Schwab (whether one or more "Custodian"). Your assets must be maintained in an account at a "qualified custodian," generally a broker-dealer or bank. In recognition of the value of the services the Custodian provides, you may pay higher commissions and/or trading costs than those that may be available elsewhere. We seek to recommend a custodian/broker that will hold your assets and execute transactions on terms that are, overall, the most favorable compared to other available providers and their services. We consider various factors, including: • Capability to buy and sell securities for your account itself or to facilitate such services. • The likelihood that your trades will be executed. • Availability of investment research and tools. • Overall quality of services. • Competitiveness of price. • Reputation, financial strength, and stability. • Existing relationship with our firm and our other clients. Research and Other Soft Dollar Benefits We do not have any soft dollar arrangements. Economic Benefits As a registered investment adviser, we have access to the institutional platform of your account custodian. As such, we will also have access to research products and services from your account custodian and/or other brokerage firm. These products may include financial publications, information about particular companies and industries, research software, and other products or services that provide lawful and appropriate assistance to our firm in the performance of our investment decision- making responsibilities. Such research products and services are provided to all investment advisers 13  that utilize the institutional services platforms of these firms and are not considered to be paid for with soft dollars. However, you should be aware that the commissions charged by a particular broker for a particular transaction or set of transactions may be greater than the amounts another broker who did not provide research services or products might charge. Brokerage for Client Referrals We do not receive client referrals from broker-dealers in exchange for cash or other compensation, such as brokerage services or research. Directed Brokerage We routinely require that you direct our firm to execute transactions through Schwab. As such, we may be unable to achieve the most favorable execution of your transactions and you may pay higher brokerage commissions than you might otherwise pay through another broker-dealer that offers the same types of services. Not all advisers require their clients to direct brokerage. Aggregated Trades We combine multiple orders for shares of the same securities purchased for discretionary advisory accounts we manage (this practice is commonly referred to as "aggregated trading"). We will then distribute a portion of the shares to participating accounts in a fair and equitable manner. Generally, participating accounts will pay a fixed transaction cost regardless of the number of shares transacted. In certain cases, each participating account pays an average price per share for all transactions and pays a proportionate share of all transaction costs on any given day. In the event an order is only partially filled, the shares will be allocated to participating accounts in a fair and equitable manner, typically in proportion to the size of each client's order. Accounts owned by our firm or persons associated with our firm may participate in aggregated trading with your accounts; however, they will not be given preferential treatment. Mutual Fund Share Classes Mutual funds are sold with different share classes, which carry different cost structures. Each available share class is described in the mutual fund's prospectus. When we purchase, or recommend the purchase of, mutual funds for a client, we select the share class that is deemed to be in the client's best interest, taking into consideration cost, tax implications, and other factors. When the fund is available for purchase at net asset value, we will purchase, or recommend the purchase of, the fund at net asset value. We also review the mutual funds held in accounts that come under our management to determine whether a more beneficial share class is available, considering cost, tax implications, and the impact of contingent deferred sales charges. Item 13 Review of Accounts Gary Gerald and Dianne Martin review our client account activity on a continual basis and are responsible for conducting the review of all client accounts. The reviews consist of determining whether your investment goals and objectives are aligned with our investment strategies. Additional reviews may be conducted based on various circumstances, including, but not limited to: • contributions and withdrawals; • year-end tax planning; • market moving events; • security specific events; and/or • changes in your risk/return objectives. The individuals conducting reviews may vary from time to time, as personnel join or leave our firm. 14  We will provide you with quarterly written reports in conjunction with account reviews. Reports we provide to you will contain relevant account and/or market-related information such as an inventory of account holdings and account performance, etc. You will receive trade confirmations and monthly or quarterly statements from your account custodian(s). Item 14 Client Referrals and Other Compensation We do not receive any compensation from any third party in connection with providing investment advice to you nor do we compensate any individual or firm for client referrals. Refer to the Brokerage Practices section above for disclosures on research and other benefits we may receive resulting from our relationship with your account custodian. Item 15 Custody As paying agent for our firm, your independent custodian will directly debit your account(s) for the payment of our advisory fees. This ability to deduct our advisory fees from your accounts causes our firm to exercise limited custody over your funds or securities. We do not have physical custody of any of your funds and/or securities. Your funds and securities will be held with a bank, broker-dealer, or other qualified custodian. You will receive account statements from the qualified custodian(s) holding your funds and securities at least quarterly. The account statements from your custodian(s) will indicate the amount of our advisory fees deducted from your account(s) each billing period. You should carefully review account statements for accuracy. We will also provide statements to you reflecting the amount of the advisory fee deducted from your account. You should compare our statements with the statements from your account custodian(s) to reconcile the information reflected on each statement. If you have a question regarding your account statement, or if you did not receive a statement from your custodian, contact us immediately at the telephone number on the cover page of this brochure. Item 16 Investment Discretion Before we can buy or sell securities on your behalf, you must first sign our discretionary management agreement and the appropriate trading authorization forms. You will grant our firm discretion over the selection and amount of securities to be purchased or sold for your account(s) without obtaining your consent or approval prior to each transaction. You may specify investment objectives, guidelines, and/or impose certain conditions or investment parameters for your account(s). For example, you may specify that the investment in any particular stock or industry should not exceed specified percentages of the value of the portfolio and/or restrictions or prohibitions of transactions in the securities of a specific industry or security. Refer to the Advisory Business section in this brochure for more information on our discretionary management services. Item 17 Voting Client Securities We will determine how to vote proxies based on our reasonable judgment of the vote most likely to produce favorable financial results for you. We seek to vote proxies in our clients' best interest. In voting proxies, we consider factors that we believe relate to your investment(s) and factors, if any, that are set forth in written instructions provided. 15  In general, we believe that voting proxies in accordance with the following guidelines, with respect to such routine items, is in the best interests of our clients. Accordingly, we generally votes for: • The election of directors (where no corporate governance issues are implicated); • Proposals that strengthen the shared interests of shareholders and management; • The selection of independent auditors based on management or director recommendation, unless a conflict of interest is perceived; • Proposals that we believe may lead to an increase in shareholder value; • Management recommendations adding or amending indemnification provisions in charter or by- laws; and • Proposals that maintain or increase the rights of shareholders. We will generally vote against any proposals that we believe will have a negative impact on shareholder value or rights. If we perceive a conflict of interest, our policy is to notify affected clients so that they may choose the course of action they deem most appropriate. A copy of our complete policy, as well as records of proxies voted, is available to you upon request. Conflicts of interest between you and our firm, or a principal of our firm, regarding certain proxy issues could arise. If we determine that a material conflict of interest exists, we will take the necessary steps to resolve the conflict before voting the proxies. For example, we may disclose the existence and nature of the conflict to you, and seek direction from you as to how to vote on a particular issue; we may abstain from voting, particularly if there are conflicting interests for you (for example, where your account(s) hold different securities in a competitive merger situation); or, we will take other necessary steps designed to ensure that a decision to vote is in your best interest and was not the product of the conflict. We keep certain records required by applicable law in connection with our proxy voting activities. You may obtain information on how we voted proxies and/or obtain a full copy of our proxy voting policies and procedures by making a written or oral request to our firm. Item 18 Financial Information Our firm does not have any financial condition or impairment that would prevent us from meeting our contractual commitments to you. We do not take physical custody of client funds or securities, or serve as trustee or signatory for client accounts, and we do not require the prepayment of more than $1,200 in fees six or more months in advance. Therefore, we are not required to include a financial statement with this brochure. We have not filed a bankruptcy petition at any time in the past ten years. Additional Information Trade Errors In the event a trading error occurs in your account, our policy is to restore your account to the position it should have been in had the trading error not occurred. Depending on the circumstances, corrective actions may include canceling the trade, adjusting an allocation, and/or reimbursing the account. Class Action Lawsuits We do not determine if securities held by you are the subject of a class action lawsuit or whether you 16  are eligible to participate in class action settlements or litigation nor do we initiate or participate in litigation to recover damages on your behalf for injuries as a result of actions, misconduct, or negligence by issuers of securities held by you. 17  Gary Lee Gerald CRD# 1858283 58 Broad Street, Suite 1C Charleston, South Carolina 29401 The Marin Group Inc. 1440 Dutch Valley Place, Suite 955 Atlanta, Georgia 30324 Telephone: 404-607-8014 Facsimile: 404-872-9014 Email: gary@maringroup.com June 29, 2026 FORM ADV PART 2B BROCHURE SUPPLEMENT This Brochure Supplement provides information about Gary Gerald, and supplements THE MARIIN GROUP INC. ("TMG") Brochure. You should have received a copy of that Brochure. Please contact us at (404) 607-8014, if you did not receive the Brochure of TMG. You can also contact Gary if you have any questions about the content of this Supplement. Additional information about Gary is available on the Investment Adviser Public Disclosure website at www.adviserinfo.sec.gov. 1  Item 2 Educational Background and Business Experience Gerald Lee Gerald (year of birth 1962) joined TMG in 1999 and serves as Managing Member and Chief Executive Officer. Gerald served as Senior Financial Consultant at Merrill Lynch from 1992 to 1999. Gary received a BBA in Finance from William and Mary in 1988. Item 3 Disciplinary Information Gary does not have any legal or disciplinary events material to a client's or prospective client's evaluation. Item 4 Other Business Activities Gary is not engaged in any other business activity. Item 5 Additional Compensation Gary has no other income or compensation to disclose. Item 6 Supervision Gary L. Gerald is the Managing Member and Chief Executive Officer of TMG. Dianne M. Martin is a Member of TMG, and also serves as Chief Compliance Officer. Both are Portfolio Managers and serve on the investment committee. Overall investment decisions are made as a team by the investment committee, and portfolio activity based on these decisions will be carried out by these individuals, as assisted by other staff members of the firm. As Chief Compliance Officer, Dianne is responsible for providing compliance oversight to the staff. She also participates as a team member in the investment and trading processes, and may be contacted at (404) 607-8014. 2  Dianne M. Martin, CFP® CRD# 1498894 The Marin Group Inc. 1440 Dutch Valley Place, Suite 955 Atlanta, Georgia 30324 Telephone: 404-607-8014 Facsimile: 404-872-9014 Email: dianne@maringroup.com June 29, 2026 FORM ADV PART 2B BROCHURE SUPPLEMENT This Brochure Supplement provides information about Dianne Martin and supplements THE MARIN GROUP INC. ("TMG") Brochure. You should have received a copy of that Brochure. Please contact us at (404) 607-8014, if you did not receive the Brochure of TMG. You can also contact Dianne if you have any questions about the content of this Supplement. Additional information about the Dianne is available on the Investment Adviser Public Disclosure website at www.adviserinfo.sec.gov. 1  Item 2 Educational Background and Business Experience Dianne M. Martin (year of birth 1957) is a Member and Portfolio Manager of TMG and also serves as the firm's Chief Compliance Officer. Dianne joined The Marin Group in 2008 as a Certified Financial Planner™ professional in 2008. Dianne served as a Manager of Content and Validation at Pre-Visor from 2000 to 2003 and then as a Financial Planner at Cornerstone Financial from 2003 to 2008. For six years, she taught a Retirement Planning class at Oglethorpe University in the Professional Financial Planning Program. Dianne received a BS in Finance from the University of Tennessee in 1985 and a Master of Arts from the University of West Georgia in 1998. She then attended the Devry University, Keller Graduate School of Management, and received her Masters of Business Administration in 2003. Dianne also received her CERTIFIED FINANCIAL PLANNER™ certification* in 2008. * The CFP® certification is granted by Certified Financial Planner Board of Standards, Inc. (CFP Board). To attain the certification, the candidate must complete the required educational, examination, experience and ethics requirements set forth by CFP Board. Certain designations, such as the CPA, CFA and others may satisfy the education component, and allow a candidate to sit for the CFP® Certification Examination. A comprehensive examination tests the candidate's ability to apply financial planning knowledge to client situations. Qualifying work experience is also required for certification. Qualifying experience includes work in the area of the delivery of the personal financial planning process to clients, the direct support or supervision of others in the personal financial planning process, or teaching all, or any portion, of the personal financial planning process. CFP® professionals must complete 30 hours of continuing education accepted by CFP Board every two years. Item 3 Disciplinary Information Dianne does not have any legal or disciplinary events material to a client's prospective client's evaluation. Item 4 Other Business Activities Dianne is not engaged in any other business activities. Item 5 Additional Compensation Other than stated above, Dianne has no other income or compensation to disclose. Item 6 Supervision Gary L. Gerald is the Managing Member and Chief Executive Officer of TMG. Dianne M. Martin is a Member of TMG, and also serves as Chief Compliance Officer. Both are Portfolio Managers and serve on the investment committee. Overall investment decisions are made as a team by the investment committee, and portfolio activity based on these decisions will be carried out by these individuals, as assisted by other staff members of the firm. 2  As Chief Compliance Officer, Dianne is responsible for providing compliance oversight to the staff. She also participates as a team member in the investment and trading processes and may be contacted at (404) 607-8014. 3