THREE SEASONS WEALTH

Item 1 – Cover Page Form ADV Part 2A Brochure threeseasonswealth.com August 5, 2025 This Brochure provides information about the qualifications and business practices of Three Seasons Wealth. You should review this brochure to understand your relationship with our firm and help you determine to hire or retain us as your investment adviser. If you have any questions about the contents of this brochure, please contact us at 801-662-0585. The information in this Brochure has not been approved or verified by the United States of America Securities and Exchange Commission (“SEC”) or by any state securities authority. Additional information about Three Seasons Wealth also is available on the SEC’s website at www.adviserinfo.sec.gov. You can search this site by our firm name or by using a unique identifying number, known as a CRD number. The CRD number for Three Seasons Wealth is 326517. Three Seasons Wealth is a registered investment adviser. Registration of an investment adviser does not imply any level of skill or training. 111 East Broadway, Ste 1250, Salt Lake City, UT 84111 i  Item 2 – Material Changes This section of the brochure discusses specific material changes that have been made to the brochure since the last amendment filed on 7/30/2025. Item 4 has been updated to reflect Three Seasons Wealth’s participation in the Schwab Alternative Investment Access® (AI Access) Program. This platform enables eligible clients to access certain private placement investments through Charles Schwab & Co., Inc. As part of this relationship, Schwab may directly communicate with clients to assess suitability, and clients must meet specific eligibility criteria, including maintaining a 30-day relationship with the adviser prior to being introduced to the program. The firm does not receive compensation for client participation in AI Access. We will provide you with a Summary of Material Changes made to this brochure annually at no cost. You may receive an updated copy of this brochure at any time by contacting us at 801-662- 0585. ii  Item 3 - Table of Contents Item 1 – Cover Page ........................................................................................................................... 1 Item 2 – Material Changes ................................................................................................................. 2 Item 4 – Advisory Business ................................................................................................................. 4 Item 5 – Fees and Compensation ....................................................................................................... 10 Item 6 – Performance-Based Fees and Side-By-Side Management ........................................................ 14 Item 7 – Types of Clients ................................................................................................................... 14 Item 8 – Methods of Analysis, Investment Strategies ........................................................................... 14 Item 9 – Disciplinary Information ...................................................................................................... 18 Item 10 – Other Financial Industry Activities and Affiliations .............................................................. 18 Item 11 – Code of Ethics, Participation in Client Transactions and Personal Trading ............................ 19 Item 12 – Brokerage Practices ............................................................................................................ 21 Item 13 – Review of Accounts ........................................................................................................... 23 Item 14 – Client Referrals and Other Compensation ............................................................................ 23 Item 15 – Custody ............................................................................................................................ 24 Item 16 – Investment Discretion ........................................................................................................ 25 Item 17 – Voting Client Securities ...................................................................................................... 25 Item 18 – Financial Information ........................................................................................................ 25 iii  Item 4 – Advisory Business About Our Firm Three Seasons Wealth, LLC (“Three Seasons Wealth”) is a registered investment adviser that provides investment management and financial advisory services to individual and institutional investors to help them achieve their financial needs and goals. Three Seasons Wealth is wholly owned by Tory Parke and has been a registered investment adviser since 2023. Our firm takes pride in providing personalized service to our clients and acknowledges that it is held to a fiduciary standard of care. Types of Advisory Services We Offer Three Seasons Wealth offers a variety of advisory services to individuals, high net worth individuals, foundations, businesses, and corporations. These services include: Investment and wealth management • • Selection of Independent Managers • Financial planning and consulting • Fiduciary and non-fiduciary services for plan sponsors • Family Office Services We work with our clients to determine their investment objectives and risk profile and develop a customized investment plan based on their individual needs and goals. Three Seasons Wealth will utilize the financial information provided by the client to analyze and develop strategies and solutions to assist the client in meeting their financial goals. Prior to Three Seasons Wealth rendering any of the foregoing services, clients are required to enter into one or more written advisory agreements with Three Seasons Wealth setting forth the relevant terms and conditions of the advisory relationship. Investment and Wealth Management Services Three Seasons Wealth manages our clients’ portfolios on a discretionary and, in limited circumstances, non-discretionary basis. Our investment and wealth management services are tailored to the needs of our clients and are based on a comprehensive understanding of each client’s current situation, past experiences, and future goals. With this acquired knowledge we create, analyze, strategize, and implement goal-oriented investment solutions. These solutions become our clients’ investment policy. This policy and our matched strategies are designed to be risk appropriate, cost effective and tax efficient. Our wealth management services generally include a broad range of comprehensive financial planning and/or consulting services, as well as discretionary or, in limited circumstances, non- discretionary management of investment portfolios. 4  Client assets are primarily allocated among individual equity and debt securities, exchange-traded funds ("ETFs") and mutual funds in accordance with the client's stated investment objective and risk/volatility parameters. We may also recommend clients allocate a certain portion of their assets to independent investment managers ("Independent Managers"). Where appropriate, Three Seasons Wealth may also provide advice about many types of legacy positions or other investments held in client portfolios. Clients may also engage Three Seasons Wealth to manage and/or advise on certain investment products that are not maintained at their primary custodian, such as variable life insurance and annuity contracts (to the extent permissible without an insurance license) and assets held in employer sponsored retirement plans and qualified tuition plans (i.e., 529 plans). In these situations, Three Seasons Wealth will direct or make recommendations on a non-discretionary basis for the allocation of client assets among the various investment options available with the product. These assets are generally maintained at the underwriting insurance company or custodian for the plan trustee or administrator and clients retain responsibility for effecting trades in these accounts. Three Seasons Wealth consults with clients on an initial and ongoing basis to assess their specific risk tolerance, time horizon, liquidity constraints and other related factors relevant to the management of their portfolios. You should promptly notify us if there are changes in your financial situation or if you wish to place any limitations on the management of your account. You may impose reasonable restrictions or mandates on the management of your account if Three Seasons Wealth determines, in our sole discretion, the conditions would not materially impact the performance of a management strategy or prove overly burdensome to the firm's management efforts. To the extent a client decides to invest with an Independent Manager or in a particular fund, those managers and funds will have their own investment practices. Those investment practices are described in each manager’s Form ADV or fund’s prospectus, or in its offering or other disclosure documents. In addition, selected money managers or funds typically have discretion to determine the type and amount of securities to be purchased or sold for the portion of the assets managed by the money manager or fund. Selection of Independent Managers Three Seasons Wealth may select certain Independent Managers to actively manage all or a portion of its clients' assets. Pursuant to the terms of the investment advisory agreement, Three Seasons Wealth shall have the discretion to appoint and terminate these third-party advisers. The specific terms and conditions under which a client engages an Independent Manager may also be set forth in a separate written agreement with the designated Independent Manager. Certain Independent Managers require a separate investment advisory agreement with the Independent Manager, while others do not. In addition to this brochure, clients will also receive the written disclosure documents of the respective Independent Managers engaged to manage their assets. Three Seasons Wealth evaluates a variety of information about Independent Managers, which may include the Independent Managers' public disclosure documents, materials supplied by the Independent Managers themselves and other third-party analyses it believes are reputable. To the extent possible, Three Seasons Wealth seeks to assess the Independent Managers' investment strategies, past performance, and risk results in relation to its clients' individual portfolio allocations 5  and risk exposure. Three Seasons Wealth also takes into consideration each Independent Manager's management style, returns, reputation, financial strength, reporting, pricing, and research capabilities, among other factors. Independent Managers utilized by Three Seasons Wealth include: • Unified managed account managers and separate account managers program available through Wells Fargo & Company (“Wells Fargo”). • Separately Managed Accounts available through Charles Schwab & Co. (“Charles Schwab”). Three Seasons Wealth continues to provide services relative to the discretionary or non- discretionary selection of the Independent Managers. On an ongoing basis, Three Seasons Wealth monitors the performance of those accounts being managed by Independent Managers. Three Seasons Wealth seeks to ensure the Independent Managers' strategies and target allocations remain aligned with its clients' investment objectives and overall best interests. Programs Offered Through Wells Fargo When utilizing Wells Fargo as the Independent Manager, or managers available through a program offered by Wells Fargo, investment management services are provided through the Personalized Unified Managed Account Program and Private Advisor Network Program. The Wells Fargo programs require clients to sign an investment advisory agreement for access to their programs in addition to our investment management agreement. Programs Offered Through Charles Schwab When utilizing Charles Schwab as the Independent Manager, or managers available through a program offered by Charles Schwab, investment management services are provided through their Separately Managed Accounts Program (Managed Account Select, Access or Managed Account Marketplace. The Charles Schwab programs require clients to sign an investment advisory agreement for access to their programs in addition to our investment management agreement. clients. Three Seasons Wealth also participates in the Schwab Alternative Investment Access® (AI Access) Program, which provides eligible clients with access to select private placement investment opportunities through Charles Schwab & Co., Inc. Clients who wish to explore investments available through AI Access must undergo Schwab’s independent suitability process, which may involve direct communication between Schwab and the client. Only clients who have maintained a relationship with our firm for at least 30 days may be introduced to AI Access. The firm is responsible for maintaining records of client communications related to AI Access and for ensuring compliance with applicable securities laws, including Regulation D. Clients should carefully review all offering materials before investing in any private placement. Financial Planning and Consulting Services Three Seasons Wealth offers different levels of financial planning and consulting services to help our clients identify, prioritize and work towards their goals and objectives. Our consulting services give our clients the ability to receive a broad range of financial advice and services, including specific security recommendations, for the duration of the advisory agreement. 6  Our process starts with an extensive review of a client's family situation, which includes assets and liabilities as well as estate, tax, and insurance needs. We then employ a risk tolerance and risk capacity-focused simulation to get a detailed cash flow analysis and proposed asset allocation. Together, this information is analyzed to develop a proposed financial plan, which is designed to be dynamic in nature, ever-evolving due to life changes, along with changes in cash flow needs, risk tolerance, time horizon, or investment objectives. Three Seasons Wealth’s financial planning and consulting services may include any of the following 7  topics: • Cash Flow Analysis • Financial Record Organizing • Estate Planning • Charitable Giving • Education Planning • Concentrated Stock Positions • Federal Benefits & Health Care • Death and Disability • Divorce Planning • Liability Management Investment Consulting • • Tax Planning Insurance Review • • Family Governance • Employee Benefits Analysis • Retirement Plan Consulting While each of these services is available on a stand-alone basis, certain services may also be rendered in conjunction with investment portfolio management services as part of a comprehensive wealth management engagement. In performing these services, Three Seasons Wealth is not required to verify any information received from the client or from the client's other professionals (e.g., attorneys, accountants, etc.), and is expressly authorized to rely on such information. Three Seasons Wealth may recommend clients engage the firm for additional related services, or we may recommend other professionals to implement our recommendations. These additional services by Three Seasons Wealth or another professional are provided at an additional cost to you, which is based on the nature, extent, complexity, and other characteristics of the services. This creates a conflict of interest because we will have an incentive to recommend additional services based on the compensation to be received, rather than solely based on your needs, and in some cases, based on the prospect of cross-referrals of advisory clients from the other professional or his or her firm. Implementation of financial planning recommendations is entirely at your discretion. You have complete freedom in selecting a financial adviser to assist you with implementing the recommendations made in your financial plan and are under no obligation to act on the advice of Three Seasons Wealth. Financial planning recommendations are of a generic nature and are not limited to any specific product or service offered by a broker dealer or insurance company. Should you choose to implement the recommendations contained in the plan, Three Seasons Wealth suggests you work closely with your attorney, accountant and/or insurance agent. Three Seasons Wealth will act solely in our capacity as a registered investment adviser and does not provide any legal, accounting or tax advice. You should seek the counsel of a qualified accountant and/or attorney when necessary. As part of our advisory services, we may assist clients with tax loss harvesting and will work with the client’s tax specialist to answer any questions related to the client’s portfolio. Family Office Services Clients may desire services that are not part of our traditional wealth management, financial planning, or investment management engagement. Some examples include bill paying and expense management, various aspect of the estate settlement process, financial education for next generation, broad family support services, family meeting and governance, and many other highly customizable concierge level services. These services will be negotiated individually based on the complexity and 8  time commitment required and billed separately through a consulting agreement and can be cancelled at any time by either party. Portfolio Management Services for Wrap Fee Program Three Seasons Wealth offers portfolio management services through a wrap fee program. A bundled or “wrap fee” program is an advisory fee program under which you pay one bundled fee to compensate Three Seasons Wealth for portfolio management and trade execution. A wrap fee program may not be the lowest cost option if you would like to restrict your investments to open-end mutual funds or other long-term investment products. Three Seasons Wealth advisors can also recommend separate wrap fee programs managed and sponsored by a 3rd party adviser. These wrap-fee programs are separate and distinct from the program managed directly by Three Seasons Wealth. The Firm would only recommend the 3rd party wrap fee program when it is in the best interest of the client. Due to the different fee structures between the Three Seasons Wealth wrap fee program and those sponsored by 3rd party wrap fee program, Three Seasons Wealth advisors face a conflict of interest when deciding which wrap fee program(s) to recommend to their wealth management clients. Three Seasons Wealth recognizes that at times the Firm would earn more revenue by recommending Three Seasons Wrap Fee Program over the 3rd party wrap program. This creates an incentive for Three Seasons Wealth to recommend a wrap fee program based on the compensation received, rather than on a client’s needs and their best interests. The Firm mitigates this conflict by supervising the wrap fee programs recommended by its advisors and discloses this to clients in this Form ADV Brochure. 9  Wrap Fee Program Disclosures • The benefits under a wrap fee program depend, in part, upon the size of the account, the cost associated with managing the account, and the frequency or type of securities transactions executed in the account. • For example, a wrap fee program may not be suitable for all accounts, including but not limited to accounts holding primarily, and for any substantial period of time, cash or cash equivalent investments, fixed income securities or no transaction fee mutual funds, or any other type of security that can be traded without commissions or other transaction fees. • In order to evaluate whether a wrap [or bundled] fee arrangement is appropriate for you, you should compare the agreed-upon Wrap Program Fee and any other cost associated with participating in a Wrap Program with the amounts that would be charged by other advisers, broker-dealers, and custodians, for advisory fees, brokerage and execution costs, and custodial services comparable to those provided under our Wrap Fee Program. Amount of Assets We Manage As of December 2024, Three Seasons Wealth manages approximately $ 339,522,938 on a discretionary basis and $22,185,483on a non-discretionary basis. Item 5 – Fees and Compensation How We Are Compensated for Our Advisory Services Three Seasons Wealth’s fees for advisory services vary among the different types of advisory services we offer and may be negotiated at our sole discretion. The specific fees and manner in which fees are charged and calculated are described in your investment advisory agreement. You should carefully review the investment advisory agreement prior to signing it. Fees for our advisory services may be higher than fees charged by other advisers who offer similar services. You may be charged different fees than similarly situated clients for the same services. You should carefully review this brochure to understand the fees and other sources of compensation that exist among our services prior to entering into an investment advisory contract with our firm. Investment and Wealth Management Services Three Seasons Wealth offers investment and wealth management services for a maximum annual fee of 1.75% based on the amount of assets under the firm’s management. Fees are generally billed in advance each calendar quarter based on the market value of the assets under management/advisement on the last day of the previous calendar quarter. Three Seasons Wealth, in our sole discretion, may waive the annual fee based upon certain criteria, including, but not limited to, anticipated future earning capacity and/or additional assets, dollar amount of assets to be managed, related accounts, account composition, pre-existing client relationships, account retention, and pro bono activities. For investment and wealth management services Three Seasons 10  Wealth provides to certain clients or for specific client holdings (e.g., held-away assets, 529 plans, etc.), we may negotiate a fee rate that differs from our standard fee. Fees may be based on cumulative household assets under management. However, certain ERISA rules prevent householding corporate plans with personal assets for fee reductions. You should refer to your advisory agreement for your specific fee rate(s). Selection of Independent Managers Fees for Independent Managers as set forth by the Independent Manager may be included in, or in addition to, Three Seasons Wealth’s fees. You should refer to the Independent Manager’s Form ADV Part 2A Brochure for information on their fees and compensation. Programs Offered Through Wells Fargo Fees for advisory programs offered through Wells Fargo are inclusive of Three Seasons Wealth’s and Wells Fargo’s advisory fees and are as follows: Program Program Type Maximum Annual Advisory Fee Personalized Unified Managed Account Unified Managed Account 2% Private Advisor Network Separately Managed Account 2% Wells Fargo will calculate and directly debit advisory fees from the clients’ accounts for assets within their programs. You should refer to your advisory agreement for your specific fee rate(s). Programs Offered Through Charles Schwab Fees for advisory programs offered through Charles Schwab are inclusive of Three Seasons Wealth’s and Charles Schwab’s advisory fees and are as follows: Program Program Type Maximum Annual Advisory Fee Managed Account Select Separately Managed Account 2% Managed Account Access Separately Managed Account 2% Managed Account Marketplace Separately Managed Account 2% Charles Schwab will calculate and directly debit advisory fees from the clients’ accounts for assets within their programs. You should refer to your advisory agreement for your specific fee rate(s). In cases where a Three Seasons client works with a third-party investment advisor, the third-party investment advisor may calculate a Client’s Three Seasons fee, deduct the fee from the Client’s account, remit any amount due to Three Seasons, and provide the Client with a statement showing the amount remitted to Three Seasons and how that fee was calculated. Three Seasons is responsible for reviewing any billing activities performed by a third party and verifying their accuracy. Conflicts of Interest. 11  When managing a client’s account on a wrap fee basis, we receive as compensation for our investment advisory services, the balance of the total wrap[or program] fee you pay after custodial, trading and other management costs (including execution and transaction fees) have been deducted. Accordingly, we have a conflict of interest because we have a financial incentive to maximize our compensation by seeking to reduce or minimize the total costs incurred in your account(s) subject to a wrap fee. Financial Planning and Consulting Services Fees for financial planning and/or consulting services are billed, in advance, at a fixed rate or on an asset-based basis. There is no minimum fee required for financial planning or consulting services; however financial planning and consulting fees shall generally not exceed $20,000 annually. Fees are due and payable as incurred. Factors we consider when determining our financial planning and consulting fees include, but are not limited to: • The amount of time we expect to spend completing the financial planning or consulting services and providing related advice; • The complexity of your goals, issues and/or needs; • The extensiveness and complexity of the data needed regarding your personal financial information; • Your net worth or the value of your investment accounts and/or other assets that are the subject of the financial planning or consulting services; and/or • Special circumstances related to life changes, marital status, health or special income needs, or growth or decline of a personal business. Three Seasons Wealth may request a retainer to initiate financial planning and consulting services; however, we will not request the prepayment of fees more than $1,200 in advisory fees more than six months in advance. You may engage Three Seasons Wealth for additional investment management services to assist with implementing one or more financial planning recommendations. You will incur additional fees if you retain our firm for such services; however, Three Seasons Wealth will waive financial planning fees for new clients that engage our firm for investment management services. You have complete freedom in selecting an investment adviser to assist you in implementing any recommendations by Three Seasons Wealth and are under no obligation to act upon the advice we provide. For consulting services, the investment advisory agreement between Three Seasons Wealth and the client will continue in effect until terminated by either party. For stand-alone financial planning services, the agreement between Three Seasons Wealth and the client will terminate upon delivery of the plan or completion of the service. 12  Family Office Services Fees for family office services will be included in the asset-based investment and wealth management fee set forth in the investment advisory agreement. Payment of Fees Clients authorize Three Seasons Wealth to instruct the account custodian to directly debit fees from the client’s account. Accounts initiated or terminated during a calendar quarter will be charged a prorated fee. Advisory fees are prorated for individual additions and withdrawals of more than $250,000 to or from an account during the quarter. Fees for our advisory services generally require you to pay investment advisory fees in advance of receiving services. Upon termination of your advisory agreement with our firm, we will promptly refund any prepaid, unearned fees. • For investment and wealth management services, refunds are calculated by taking the total advisory fee billed for the calendar quarter, dividing that amount by the number of days in the calendar quarter and multiplying that amount by the number of days services were not provided during the calendar quarter. • For Independent Managers, the Independent Manager determines the manner in which advisory fees are billed (in advance or arrears). When WFA or Charles Schwab acts as the Independent Manager, WFA or Charles Schwab will calculate and directly debit the fee from the clients’ accounts for assets within their program. This fee is separate and distinct from the fee calculations for the remainder of client assets managed by Three Seasons Wealth and not the Independent Manager. You should refer to the manager’s Form ADV Part 2A Brochure for additional information on how fees are paid for their services. • For financial planning and consulting services, refunds are calculated based on the value of the services that were completed prior to termination of the advisory agreement. Other Types of Fees and Expenses You May Incur Clients may incur certain charges imposed by custodians, brokers, third-party investments and other third parties, such as fees charged by Independent Managers, custodial fees, odd-lot differentials, transfer taxes, wire transfer and electronic fund fees, and other fees and taxes on brokerage accounts and securities transactions. Decisions to reallocate your account assets may result in you incurring a redemption fee imposed by one or more mutual funds held in your account. 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 Three Seasons Wealth’ fee. Three Seasons Wealth shall not receive any portion of these commissions, fees, and costs, including any distribution or “12b-1” fees paid by the mutual funds in which your account assets are invested. 13  Other Types of Compensation We Receive Clients are advised that the fees paid to Three Seasons Wealth for investment advisory services are separate and distinct from any fees and compensation earned, whether directly or indirectly, in connection with the sale of fixed insurance. You have the option to purchase insurance that your investment adviser representative recommends through other agents that are not affiliated with Three Seasons Wealth. Three Seasons Wealth has contracted with Trade-PMR, Inc. (“Trade-PMR”) for brokerage services, including trade processing, collection of management fees, marketing assistance and research. Item 12 – Brokerage Practices further describes the factors that Three Seasons Wealth considers in selecting or recommending broker-dealers for client transactions and determining the reasonableness of their compensation (e.g., commissions). Item 6 – Performance-Based Fees and Side-By-Side Management Three Seasons Wealth does not charge any performance-based fees or participate in side-by-side management. Item 7 – Types of Clients Three Seasons Wealth provides portfolio management services to individuals, high net worth individuals and families, foundations, corporations, and other business entities. Three Seasons Wealth generally requires a minimum initial investment of $250,000 for investment management services. The firm, in its sole discretion, may accept clients with smaller portfolios based upon each client’s particular circumstances. Certain Independent Managers may impose more restrictive account requirements and varying billing practices than Three Seasons Wealth. In such instances, Three Seasons Wealth may alter its corresponding account requirements and/or billing practices to accommodate those of the Independent Managers. Item 8 – Methods of Analysis, Investment Strategies Methods of Analysis and Investment Strategies Three Seasons Wealth carefully constructs a risk-adjusted, tax-efficient, and cost-effective asset allocation strategy based on a client’s unique cash flow needs, stated return and risk profile. Security selection is based on qualitative, quantitative, technical, and relative strength metrics. Portfolio holdings are regularly monitored and adjusted as market conditions and our clients’ circumstances dictate. Clients may hold or retain other types of assets as well, and Three Seasons Wealth may offer advice regarding those various assets as part of our services. Advice regarding such assets generally will not involve asset management services. 14  Three Seasons Wealth predominantly utilizes a combination of active and passive strategies to allocate client assets primarily among publicly traded securities, such as stocks, bonds, ETFs, mutual funds, and/or separately managed portfolios. Nevertheless, individual client circumstances may dictate the use of other types of securities, actively managed portfolios, or alternative investments. Depending upon the client’s financial needs, strategies implemented might include long-term purchases (securities held at least a year), short term purchases and other securities transactions. Three Seasons Wealth at times and as appropriate for the client, implements technical trading models, strategies where holdings are purchased or sold based on signals derived from technical and fundamental analysis. These models are mathematically driven based upon historical data trends of domestic and foreign market trading activity, including various industry and sector trading statistics within such markets. Technical trading models, through mathematical algorithms, attempt to identify when markets are likely to increase or decrease and identify appropriate entry and exit points. The primary risk of technical trading models is that historical trends and past performance cannot predict future trends and there is no assurance that the mathematical algorithms employed are designed properly, updated with new data or can accurately predict future market, industry, and sector performance. We invest in and actively trade securities using strategies and investment techniques with risk characteristics including risks arising from the volatility of the global equity markets, the risks of leverage, and the risk of loss from counterparty defaults. Described below are the material risks associated with investing in the types of securities and associated risks we generally use in client portfolios: Risk of Loss Investing in securities involves risk of loss that you should be prepared to bear. All investments present the risk of loss of principal – the risk that the value of securities (e.g., stocks, mutual funds, ETFs, bonds, etc.), when sold or otherwise disposed of, may be less than the price paid for the securities. Even when the value of the securities when sold is greater than the price paid, there is the risk that the appreciation will be less than inflation. In other words, the purchasing power of the proceeds may be less than the purchasing power of the original investment. There is no guarantee that investment recommendations made by Three Seasons Wealth will be successful. We cannot assure that your account will increase, preserve capital, or generate income, nor can we assure that your investment objectives will be realized. Although all investments involve risk, our investment advice seeks to limit risk through diversification among various asset classes. We may recommend a variety of security types for your account in an effort to achieve your individual needs and goals. This may include, but is not limited to, stocks, bonds, open-end and closed-end mutual funds, ETFs, hedge funds, private equity funds, venture capital funds, advisory accounts, real estate investment trusts, or other private alternative or other investment funds. An investment in such other funds or managers may present risks specific to the particular investment vehicle, such as long-term illiquidity, redemption notice periods or other restrictions on redemptions, capital calls, or periodic taxable income distribution. The overlay of mathematically driven portfolio management within an account creates the risk that the trend signals prove fleeting leading to what is known as whipsaw risk. This is a change in a 15  securities trend, followed closely by a change in the opposite direction. Whipsaw risk will impact account performance should the trends not trigger exit or re-entry. In taxable accounts, will, at times, trigger long and short-term taxable gains or losses. Certain securities, such as leveraged or inverse ETFs or certain Options contracts pose the risk of loss greater than the initial investment made, and at times, the potential for unlimited loss. It is important that you understand the use of these products and strategies within your investment portfolio if utilized. Options Clearing Corporation offers the booklet “Characteristics and Risks of Standardized Options” to better understand the option risk. Three Seasons will provide a copy of the booklet at your request. Described below are the material risks associated with investing in the types of securities we generally use in client accounts: Equity Securities In general, prices of equity securities (common, convertible preferred stocks and other securities whose values are tied to the price of stocks, such as rights, warrants and convertible debt securities) are more volatile than those of fixed-income securities. The prices of equity securities could decline in value if the issuer’s financial condition declines or in response to overall market and economic conditions. Investments in smaller companies and mid-size companies may involve greater risk and price volatility than investments in larger, more mature companies. Equity positions can be bought and sold under either a long or short term intended timeframe. Long- term purchases are intended to be held in your account for a year or longer. Short-term investments are selected with the intention of selling them within a relatively short time frame, typically a year or less. Adherence to a long- or short-term strategy typically occurs within Investment and Wealth Management Services where Three Seasons Wealth applies tactical management to portfolios. There is an inherent risk for clients involved in short-term trading or who trade frequently. Highly active trading creates substantial transaction costs that in combination could negatively impact account performance. Fixed-Income Securities The return and principal value of bonds fluctuate with changes in market conditions. Fixed-income securities are subject to interest rate risk and credit quality risk. The market value of fixed-income securities generally declines when interest rates rise, and an issuer of fixed-income securities could default on its payment obligations. Changes in interest rates generally have a greater effect on bonds with longer maturities than on those with shorter maturities. If bonds are not held to maturity, they may be worth more or less than their original value. Credit risk refers to the possibility that the issuer of a bond will not be able to make principal and/or interest payments. High yield bonds, also known as “junk bonds” carry higher risk of loss of principal and income than higher rated investment grade bonds. Mutual Funds Mutual funds may invest in different types of securities, such as value or growth stocks, real estate investment trusts, corporate bonds, or U.S. government bonds. There are risks associated with each asset class. 16  An investment in a money market fund is not insured or guaranteed by the Federal Deposit Insurance Corporation or any other governmental agency. Although money market funds seek to preserve the value of your investment at $1.00 per share, it is possible to lose money by investing in the fund. Redemption is at the current net asset value, which may be more or less than the original cost. Aggressive growth funds are most suitable for investors willing to accept price per share volatility since many companies that demonstrate high growth potential can also be high risk. Income from tax-free mutual funds may be subject to local, state and/or the alternative minimum tax. Because each mutual fund owns different types of investments, performance will be affected by a variety of factors. The value of your investment in a mutual fund will vary from day to day as the values of the underlying investments in a fund vary. Such variations generally reflect changes in interest rates, market conditions and other company and economic news. These risks may become magnified depending on how much a fund invests or uses certain strategies. A fund’s principal market segment(s), such as large-cap, mid-cap or small-cap stocks, or growth or value stocks may underperform other market segments or the equity markets as a whole. You can find additional information regarding these risks in the fund’s prospectus. Exchange-Traded Funds (ETFs) ETFs are typically investment companies that are legally classified as open-end mutual funds or unit investment trusts. ETFs differ from traditional mutual funds in that ETF shares are listed on a securities exchange. Shares can be bought and sold throughout the trading day like shares of other publicly traded companies. ETF shares may trade at a discount or premium to their net asset value. This difference between the bid price and ask price is often referred to as the “spread.” The spread varies over time based on the ETF’s trading volume and market liquidity. It is generally lower if the ETF has high trading volume and market liquidity and higher if the ETF has low trading volume and market liquidity. Liquidity risks are higher for ETFs with a large spread. ETFs may be closed and liquidated at the discretion of the issuing company. The use of leveraged ETFs generally results in additional costs to the ETF and thus the ETF investor. Certain ETFs are highly leveraged and as a result have additional volatility and liquidity risk. Volatility and liquidity can severely and negatively impact the price of ETF’s underlying portfolio securities, thereby causing significant price fluctuations of the ETF. International Investing The risks of investing in foreign securities include loss of value as a result of political or economic instability; nationalization, expropriation or confiscatory taxation; changes in foreign exchange rates and foreign exchange restrictions; settlement delays; and limited government regulation (including less stringent reporting, accounting, and disclosure standards than are required of U.S. companies). These risks may be greater with investments in emerging markets. Certain investments utilized by Three Seasons Wealth may also contain international securities. Cash and Cash Equivalents A portion of your assets may be invested in cash or cash equivalents to achieve your investment objective, provide ongoing distributions, and/or take a defensive position. Cash holdings may result in a loss of market exposure. 17  Alternative Investments Alternative investments are illiquid investments and do not trade on a national securities exchange. Alternative investments typically include investments in direct participation program securities (partnerships, limited liability companies, business development companies or real estate investment trusts), commodity pools, private equity, private debt, or hedge funds. Alternative investments are subject to various risks, such as illiquidity and property devaluation based on adverse economic and/or real estate market conditions. As appropriate with accredited investors, investment advice is also provided on investments in limited partnerships, exchange funds, or private placement partnerships (a “Private Fund”). Three Seasons Wealth relies on an initial and ongoing due diligence process of the Private Funds and their investment managers in determining which funds to invest in on behalf of our clients. The primary indicator for selection of Private Funds is the skill of the underlying fund managers in research, trading, risk management and organizational building. Each Private Fund employs a separate subscription agreement, qualification criteria and disclosures. Clients should read these carefully and ask any questions to ensure they are comfortable with the product. Alternative investments are not suitable for all investors. Investors considering an investment strategy utilizing alternative investments should understand that alternative investments are generally considered speculative in nature and may involve a high degree of risk, particularly if concentrating investments in one or few alternative investments. These risks are potentially greater and substantially different than those associated with traditional equity or fixed income investments. Primary risks of Private Fund investing include the inability for managers to repeat past success in the future. In addition, Three Seasons Wealth does not control the underlying investments within the fund, and there is a risk that the manager would deviate from the stated investment mandate or strategy of the portfolio. Three Seasons does not control the managers’ daily business operations, so it is possible to miss the absence of internal controls necessary to prevent fraud or other business, regulatory or reputational deficiencies. Additional information regarding these risks can be found in the product’s prospectus or offering documents. Item 9 – Disciplinary Information As a registered investment adviser, Three Seasons Wealth is required to disclose all material facts regarding any legal or disciplinary events that would be material to your evaluation of our firm or the integrity of our management. Three Seasons Wealth has no disciplinary information to report. Item 10 – Other Financial Industry Activities and Affiliations Three Seasons Wealth is a registered investment advisory firm. Members of Three Seasons Wealth 18  are also owners of an affiliated accounting and bookkeeping practice, Vault Accounting, which shares office space and resources with Three Seasons Wealth. Associated persons providing investment advice for Three Seasons Wealth’s involvement in Vault Accounting is further described in those individuals Form ADV Part 2B (Brochure Supplement) documents. Three Seasons Wealth may recommend Vault Accounting to clients in need of accounting or bookkeeping services and vice versa. The services provided by Vault Accounting are separate and distinct from the advisory services of Three Seasons Wealth and are provided for separate and typical compensation. No Three Seasons Wealth client is obligated to use Vault Accounting services for their accounting or bookkeeping needs and are encouraged to complete their own due diligence when hiring for these types of services. In addition to Vault Accounting, the principal owner of Three Seasons Wealth maintains ownership interests or partnerships in various non-investment related business ventures, collectively referred to herein as the “Parke Entities”. In the ordinary course of business, Three Seasons Wealth may recommend one or more of the Parke Entities to its clients. Certain of the Parke Entities may receive nominal fees from Three Seasons Wealth in connection with these business activities. Mr. Parke has investment decision-making authority for the investments of the Parke Entities. Mr. Parke devotes only as much of his time to the Parke Entities as he deems to be reasonably necessary. A conflict of interest could be presumed to exist between Three Seasons and each of the Parke Entities because Mr. Parke owns a significant portion of the membership interests in Three Seasons and, as such, personally benefits to the extent that the Parke Entities engage the investment advisory services of, or otherwise support, Three Seasons Wealth. Employees of Three Seasons Wealth may be employed with, or could be otherwise affiliated with, any of the Parke Entities that engage in business transactions with Three Seasons Wealth. To manage this potential conflict of interest, all employees are required to promptly report these types of relationships to the CCO. Certain Supervised Persons of Three Seasons Wealth are licensed insurance agents or registered representatives of a third party broker dealer and receive commissions for the sale of fixed insurance products, and in some instances, ongoing compensation called trail commissions. This compensation gives these financial professionals an incentive to recommend insurance products in addition to advisory services. We address this conflict of interest by upholding our fiduciary duty to provide investment advice that is in your best interest and disclosing the conflict to you before or at the time you enter into an investment advisory contract with our firm. Clients are advised that the fees paid to Three Seasons Wealth for investment advisory services are separate and distinct from any fees and compensation earned, whether directly or indirectly, in connection with the sale of fixed insurance. You have the option to purchase insurance that your investment adviser representative recommends through other agents that are not affiliated with Three Seasons Wealth. Item 11 – Code of Ethics, Participation in Client Transactions and Personal 19  Trading Our Code of Ethics Three Seasons Wealth is committed to providing investment advice with the utmost professionalism and integrity. Our firm strives to identify manage and/or mitigate conflicts of interest and has adopted policies, procedures, and oversight mechanisms to address conflicts of interest. We have adopted a Code of Ethics that emphasizes our fiduciary obligation to put client interests first and is designed to ensure personal securities transactions, activities, and interests of employees will not interfere with the responsibilities to make decisions in the best interest of clients. All supervised persons of our firm must acknowledge and comply with our Code of Ethics. You may request a copy of our Code of Ethics by contacting us at 801-662-0585. Participation in Client Transactions Three Seasons Wealth does not affect principal or agency cross securities transactions for client accounts. Three Seasons Wealth also does not cross trades between client accounts. Principal transactions are generally defined as transactions where an adviser, acting as principal for its own account or the account of an affiliated broker-dealer, buys from or sells a security to an advisory client. An agency cross transaction is defined as a transaction where a person acts as an investment adviser in relation to a transaction in which the investment adviser, or any person controlled by or under common control with the investment adviser, acts as broker for both the advisory client and for another person on the other side of the transaction. Agency cross transactions may arise where an adviser is dually registered as a broker-dealer or has an affiliated broker-dealer. Employee Personal Trading Supervised persons of Three Seasons Wealth may purchase or sell the same security that we recommend for investment in client accounts. This creates a conflict of interest as there is a possibility that employees of our firm might benefit from market activity by a client in a security held by the employee. Our Code of Ethics is designed to assure that the personal securities transactions, activities and interests of the employees of Three Seasons Wealth will not interfere with making decisions in the best interest of advisory clients and implementing such decisions while, at the same time, allowing employees to invest for their own accounts. Under the Code of Ethics, certain classes of securities have been designated as exempt transactions, based upon a determination that these would not materially interfere with the best interest of Three Seasons Wealth’ clients. Our Code of Ethics also places restrictions on our employees’ personal trading activities. These restrictions include, but are not limited to, a prohibition on trading based on non-public information and pre- clearance requirements for certain types of transactions. Employee trading is continually monitored under the Code of Ethics in an effort to prevent conflicts of interest between Three Seasons Wealth and our clients. 20  Certain affiliated accounts may trade in the same securities with client accounts on an aggregated basis when consistent with Three Seasons Wealth’ obligation of best execution. In such circumstances, the affiliated and client accounts will share commission costs equally and receive securities at a total average price. Three Seasons Wealth will retain records of the trade order (specifying each participating account) and its allocation, which will be completed prior to the entry of the aggregated order. Completed orders will be allocated as specified in the initial trade order. Partially filled orders will be allocated on a pro rata basis. Any exceptions will be explained on the order. Item 12 – Brokerage Practices Selection and Recommendation of Broker-Dealers Though Three Seasons Wealth recommends brokers with which we have negotiated pricing on behalf of our clients, we do not have discretionary authority to select brokers. We endeavor to recommend broker-dealers that will provide the best services at the lowest commission rates possible. The reasonableness of commissions is based on the broker's ability to provide professional services, competitive commission rates, research and other services that will help our firm provide investment management services to clients. Three Seasons Wealth may recommend brokers who provide useful research and securities transaction services even though a lower commission may be charged by a broker who offers no research services and minimal securities transaction assistance. We have negotiated competitive pricing and services with Trade-PMR for brokerage back-office and trade execution services and First Clearing and Charles Schwab & Co. for clearing and custodial services. First Clearing is a trade name used by Wells Fargo Clearing Services, LLC., a non-bank affiliate of Wells Fargo & Company. Trade-PMR, Charles Schwab and First Clearing are members of SIPC and are unaffiliated registered broker-dealers and FINRA members. The brokerage commissions and/or transaction fees charged by Trade-PMR are included in Three Seasons Wealth’ advisory fee. Three Seasons Wealth regularly reviews the reasonableness of the compensation received by the broker-dealers used for executing client transactions in an effort to ensure that our clients receive favorable execution consistent with our fiduciary duty. Factors which Three Seasons Wealth considers in recommending Trade-PMR, Charles Schwab and First Clearing or any other broker-dealer to clients include, but is not limited to, their respective financial strength, reputation, execution, pricing, research, and service. The commissions and/or transaction fees charged by these brokers may be higher or lower than those charged by other broker-dealers. We encourage you to review your broker-dealer’s pricing to compare the total costs of entering into a wrap fee arrangement versus a non-wrap arrangement. In addition, Trade-PMR provides Three Seasons Wealth with access to its institutional trading and custody services, which are typically not available to retail investors. These brokerage services include the execution of securities transactions, custody, research, and access to mutual funds and other investments that are otherwise generally available only to institutional investors or would require a significantly higher minimum initial investment. Other benefits we may receive include receipt of duplicate client confirmations and bundled duplicate statements; access to a trading desk 21  that exclusively services its participants; access to block trading which provides the ability to aggregate securities transactions and then allocates the appropriate shares to client accounts; and access to an electronic communication network for client order entry and account information. The commissions paid by Three Seasons Wealth’ clients are intended to be consistent with our duty to obtain “best execution.” However, a client may pay a commission that is higher than what another qualified broker-dealer might charge to affect the same transaction when Three Seasons Wealth determines, in good faith, that the commission is reasonable in relation to the value of the brokerage and research services received. In seeking best execution, the determinative factor is not the lowest possible cost, but whether the transaction represents the best qualitative execution, taking into consideration the full range of a broker-dealer’s services, including among others, execution capability, commission rates, and responsiveness. Consistent with the foregoing, while Three Seasons Wealth will seek competitive rates, it may not necessarily obtain the lowest possible commission rates for client transactions. Independent Managers selected by clients to manage clients' assets will generally also request the discretion to select brokers and negotiate commissions on behalf of a client. Three Seasons Wealth will not have control over trading execution by such managers. Clients should review the Form ADV disclosure documents of such managers regarding their trading practices. Research and Other Soft Dollar Benefits Three Seasons Wealth does not participate in soft-dollar relationships. Brokerage for Client Referrals When selecting broker-dealers for the execution of client securities transactions, Three Seasons Wealth does not consider whether we will receive any client referrals from the broker-dealer or any other third-party. Directed Brokerage As Three Seasons Wealth will not request the discretionary authority to determine the broker-dealer to be used or the commission rates to be paid, clients must direct Three Seasons Wealth as to the broker-dealer to be used. The commissions and transaction fees charged by these broker-dealers could be higher or lower than those charged by other custodians and broker-dealers. When directing the use of a particular broker-dealer, it should be understood that Three Seasons Wealth will not have authority to negotiate commissions among various broker-dealers or obtain volume discounts. As such, best execution may not be achieved. Not all investment advisers require clients to direct the use of specific broker-dealers. Aggregation of Orders Three Seasons Wealth will generally block trades where possible and when advantageous to clients. Certain trades will be effected independently. The blocking of trades permits the trading of aggregate blocks of securities composed of assets from multiple client accounts where transaction costs are shared equally and on a pro-rated basis between all accounts included in the block. Block trading allows us to execute equity or fixed income trades in a timely, equitable manner and to reduce overall commission charges to clients. Clients who do not provide Three Seasons Wealth with 22  discretion will not participate in block trades, and their trades in similar securities will be placed with brokers after trades for discretionary accounts. Accounts owned by supervised persons of our firm may participate in block trading with your accounts; however, these individuals will not be given preferential treatment of any kind. Item 13 – Review of Accounts Accounts at Three Seasons Wealth are reviewed on a periodic basis. This informal review includes assessing client goals and objectives, monitoring the account, and addressing the need to rebalance, as necessary. Individual securities held in client accounts are periodically monitored by the firm, while any selected third-party managers are monitored on a quarterly basis. Accounts are reviewed in the context of each client’s stated investment objectives and guidelines. More frequent reviews may be triggered by material changes to a client’s individual circumstances, market conditions, or the political or economic environment. Three Seasons Wealth may also review tax-planning needs, cash-flow needs, as well as charitable giving, insurance, and estate planning as part of our ongoing client reviews. Reviews are tailored to the services we provide to you, as well as your individual needs and goals. We encourage you to discuss your needs, goals, and objectives with us and keep us informed of any changes. If you engage our firm for ongoing investment advisory services, we will contact you at least annually to determine whether there have been any changes to your financial situation or investment objectives and whether you wish to impose any reasonable restrictions on the management of your account or reasonably modify any existing restrictions. At this time, we will advise you of any account changes we feel are necessary to help you stay on track with meeting your financial goals and consider whether the current services provided by our firm continue to be suitable for your needs. As a convenience to our clients, in addition to reporting on clients’ financial assets, at a client’s request we may prepare a global consolidated report that also includes certain non-financial assets (e.g., real assets). In such instances, Three Seasons Wealth relies on the client to provide current and accurate price or other valuation information for those assets to be included in the client’s consolidated account report. In no instance are non-financial assets included in performance reporting. Three Seasons Wealth does not independently verify, and expressly disclaims responsibility for, the accuracy of any non-financial asset values clients provided to us to include in their reporting. Item 14 – Client Referrals and Other Compensation Other Compensation Arrangements Three Seasons Wealth receives compensation from Trade-PMR, Inc., the broker-dealer used for your account, and your account custodian in the form of access to electronic systems that assist us in the management of client accounts, as well as research, software and other technology that provide 23  access to client account data (such as trade confirmations and account statements), pricing information and other market data, facilitate trade execution (and allocation of aggregated trade orders for multiple client accounts), and client reporting capabilities. Your account custodian also offers us discounts for products and services offered by vendors and third-party service providers, such as software and technology solutions. These economic benefits create a conflict of interest in that it gives our firm an incentive to recommend one broker-dealer or custodian over another that does not provide similar electronic systems, support, or services. We address this conflict of interest by disclosing to our clients the types of compensation that our firm receives so clients can consider this when evaluating our firm. It is important that you consider the fees, level of service and investment strategies, among other factors, when selecting an investment manager. Three Seasons Wealth, LLC acts as a solicitor for Studio 168, LLC. Three Seasons receives a portion of Studio 168’s fees (including asset management, acquisition, and promote fees) in connection with referring prospective investors to Studio-sponsored private placement offerings. This arrangement creates a conflict of interest because Three Seasons is financially incentivized to refer clients to Studio 168 investments. Clients are under no obligation to invest, and a separate written solicitor disclosure statement describing these terms to clients will be provided before any investment is made. Client Referrals Three Seasons Wealth does not pay any referral fees to other individuals for referring clients to our firm. Item 15 – Custody When you establish a relationship with our firm for investment management services, your assets will be maintained by a bank, broker -dealer, mutual fund transfer agent or other such institution deemed a ‘qualified custodian’ by the SEC. We rely on the custodian to price and value assets, execute and clear transactions, maintain custody of assets in your account and perform other custodial functions. Three Seasons Wealth does not maintain physical possession of any client account assets. Clients’ assets must be held by a bank, broker dealer, mutual fund transfer agent or other such institution deemed a qualified custodian. We utilize First Clearing and Charles Schwab & Co. as the qualified custodians for client accounts. You will receive monthly and/or quarterly account statements directly from the qualified custodian. Three Seasons Wealth may also provide you with written quarterly performance reports for your account. We urge you to carefully review your account statements and compare the account balances with the balances reflected on any performance report you may receive from our firm for accuracy. Balances on our reports may vary slightly from custodial statements due to differences in accounting procedures, reporting dates, valuation methodologies of certain securities or other operational factors. You should promptly notify us if you do not receive account statements from your custodian at least quarterly or if you believe the information on your account statements is inaccurate. 24  Item 16 – Investment Discretion Three Seasons Wealth typically has investment discretion over clients’ securities accounts. Investment discretion is the authority to determine the securities or other assets to purchase or sell on behalf of an account. Investment discretion may also include the authority to select or terminate a third-party asset manager. This authority is exercised in a manner consistent with your stated investment objective for the particular account. You must provide written authorization to our firm before we can assume discretionary authority over your account. Any investment guidelines or restrictions you would like to place on your account must be provided to Three Seasons Wealth in writing.. Item 17 – Voting Client Securities As a general policy, Three Seasons Wealth will retain proxy voting authority for clients that have given us the authority to do so. In such cases, we will follow the proxy voting guidelines outlined in our Proxy Voting Policies and Procedures. You may obtain a copy of our Proxy Voting Policies and Procedures and/or a record of ballots voted upon by contacting us at 801-662-0585. In certain situations, the Independent Manager may be responsible for the voting of client proxies. Clients may also elect to have us participate in class action lawsuits and related settlements on their behalf. In such cases, we utilize a third-party service provider to assist the firm with the filing process, who receives 20% of any settlement awarded to the client for their services. These class action litigation services do not include Fair Fund recoveries, which must be handled directly by you. Item 18 – Financial Information As a registered investment adviser, Three Seasons Wealth is required to provide you with certain financial information about our firm. Prepayment of Fees We do not require or solicit prepayment of more than $1,200 in fees per client, six months or more in advance. Our Financial Condition We do not have any financial commitment that is reasonably likely to impair our contractual commitments to our clients, nor has our firm ever been the subject of a bankruptcy proceeding. 25