Thrive Capital Management, LLC

Thrive Capital Management 500 W Office Center Drive, Suite 300 Fort Washington, PA 19034 800-516-5861 www.thrivefinancialservices.com March 27, 2026 FORM ADV PART 2A DISCLOSURE BROCHURE This brochure provides information about the qualifications and business practices of Thrive Capital Management, LLC. Being registered as a registered investment adviser does not imply a certain level of skill or training. If you have any questions about the contents of this brochure, please contact us at 800-516-5861. The information in this brochure has not been approved or verified by the United States Securities and Exchange Commission, or by any state securities authority. Additional information about Thrive Capital Management, LLC (CRD #281347) is available on the SEC’s website at www.adviserinfo.sec.gov. Page 1 of 17  Item 2: Material Changes The Material Changes section of this brochure is updated annually or when material change occurs since the previous release of the Firm Brochure. Changes / Material Changes since the Last Update Since the last annual filing in March 2025, the following changes have occurred at Thrive Capital Management (“Thrive” or “TCM”): • Item 14: We updated this brochure to clarify that any tax preparer we may refer to a client is an independent third party and is not affiliated with or supervised by the Firm. . Additional changes were made throughout for language consistency and clarification. Page 2 of 17  Item 3: Table of Contents Item 2: Material Changes ........................................................................................................ 2 Changes / Material Changes since the Last Update ............................................................ 2 Item 3: Table of Contents ...................................................................................................... 3 Item 4: Advisory Business ..................................................................................................... 5 Firm Description .................................................................................................................. 5 Types of Advisory Services ................................................................................................. 5 Asset Management ............................................................................................................. 5 Use of Model Portfolios....................................................................................................... 5 Use of Other Investment Managers .................................................................................... 6 Financial Planning and Consulting ...................................................................................... 6 Seminars and Workshops ................................................................................................... 6 Client Tailored Services and Client Imposed Restrictions ................................................... 6 Private Placements ............................................................................................................. 6 Wrap Fee Programs ............................................................................................................ 6 IRA Rollover Recommendations.......................................................................................... 6 Client Assets under Management........................................................................................ 7 Item 5: Fees and Compensation ............................................................................................ 7 Method of Compensation and Fee Schedule ASSET MANAGEMENT ................................ 7 Use of Third Party Managers’ and Their Fees ..................................................................... 8 Financial Planning and Consulting ...................................................................................... 8 Additional Client Fees Charged .......................................................................................... 9 External Compensation for the Sale of Securities to Clients ................................................ 9 Item 6: Performance-Based Fees and Side-by-Side Management ....................................... 9 Item 7: Types of Clients .......................................................................................................... 9 Description .......................................................................................................................... 9 Item 8: Methods of Analysis, Investment Strategies and Risk of Loss .............................. 10 Investment Strategy .......................................................................................................... 11 Material Risks ................................................................................................................... 11 Item 9: Disciplinary Information ........................................................................................... 12 Administrative Enforcement Proceedings .......................................................................... 12 Self-Regulatory Organization Enforcement Proceedings ................................................... 12 Item 10: Other Financial Industry Activities and Affiliations .............................................. 12 Item 11: Code of Ethics, Participation or Interest in Client Transactions and Personal Page 3 of 17  Trading .................................................................................................................................. 13 Code of Ethics Description ................................................................................................ 13 Item 12: Brokerage Practices ............................................................................................... 14 Factors Used to Select Broker-Dealers for Client Transactions .......................................... 14 Directed Brokerage ........................................................................................................... 14 Best Execution .................................................................................................................. 14 Soft Dollar Arrangements .................................................................................................. 15 Aggregating Securities Transactions for Client Accounts ................................................... 15 Item 13: Review of Accounts ................................................................................................ 16 Review of Client Accounts on Non-Periodic Basis ............................................................. 16 Content of Client Provided Reports and Frequency ........................................................... 16 Item 14: Client Referrals and Other Compensation............................................................. 16 Item 15: Custody ................................................................................................................... 16 Item 16: Investment Discretion ............................................................................................ 17 Discretionary Authority for Trading .................................................................................... 17 Item 17: Voting Client Securities .......................................................................................... 17 Proxy Votes ...................................................................................................................... 17 Item 18: Financial Information .............................................................................................. 17 Financial Conditions Reasonably Likely to Impair Advisory Firm’s Ability to Meet Commitments to Clients .................................................................................................... 17 Bankruptcy Petitions during the Past Ten Years ................................................................ 17 Page 4 of 17  Item 4: Advisory Business Firm Description Thrive Capital Management, LLC, (“Thrive”) is a fee-based investment management and financial planning firm founded in 2015. Thrive is wholly owned by Thrive Holdings, LLC, which represents the interests of the firm’s managing partners Bret Elam, David Bezar and Karen Bezar. Investment Advisor Representatives (“IARs”) of the firm may be dual employees of Thrive and its affiliated entity that sells insurance products. Thrive advises its clients regarding cash flow, retirement planning, tax planning and estate planning. An evaluation of each client's initial financial situation is conducted by Thrive. Thrive monitors clients’ accounts on an ongoing basis and conducts periodic reviews as part of their investment management and financial planning process. Communication is provided to the client regarding the specific courses of action that Thrive recommends. If applicable, other professionals (e.g., lawyers or accountants) are engaged directly by the client. Any conflict of interest will be disclosed to the client in the event it should occur. Types of Advisory Services Thrive provides investment management services, financial planning, and investment advice to its clients. Asset Management Thrive offers discretionary asset management services to advisory clients. Discretionary authority means Thrive will determine the specific securities, and the amount of securities, to be purchased or sold for your account without prior approval for each transaction. All discretionary trades made by Thrive will be in accordance with each client's investment objectives and goals. Thrive will offer clients ongoing portfolio management services by determining individual investment goals, time horizons, objectives, and risk tolerance. Investment strategies, investment selection, asset allocations, portfolio monitoring, and the overall investment program will be based on the above factors. After conducting our initial review, Thrive will determine an asset allocation strategy customized to your specific goals, investment objectives and risk tolerance. The portfolio recommendations may involve the sale of positions currently held by you. Thrive generally utilizes exchange traded funds; stocks; bonds; mutual funds, money market funds; and third-party money managers. In performing its asset management services for each client, Thrive will utilize a third-party platform operated by an unaffiliated investment advisor, AE Wealth Management (“Sub-Advisor”). The Sub- Advisor provides Thrive with certain sub-advisory administrative, technical and support services. Thrive will provide you with the Sub-Advisor’s disclosure documents, including Form ADV 2A. Please refer to these disclosure documents for additional details regarding the Sub-Advisor. Use of Model Portfolios Thrive has constructed a number of diversified model portfolios (“Model Portfolios”). Our Model Portfolios vary in characteristics; primarily consist of exchange-traded funds; and are monitored by Thrive’s Investment Committee. Model Portfolios are intended to provide a diversified investment approach to target a particular balance of return and risk or portfolio objective for clients according to their risk profiles and investment objectives. Page 5 of 17  Use of Other Investment Managers Thrive may use the services of other unaffiliated third-party money managers when selecting investment strategies for clients. Thrive uses third party managers to enhance diversification and further tailor each client’s portfolio. Such services may involve active or passive asset management using a customized or a model portfolio approach. In all cases, Thrive will monitor the third-party money managers and possess the discretionary authority to hire and fire any such outside manager. Additional fees apply when utilizing a third-party money manager. Please see Item 5 for additional details concerning fees. Financial Planning and Consulting Thrive provides financial planning services on a one-time basis. These fees are detailed in the “Fees and Compensation” section of this brochure. Services include, but are not limited to, a thorough review of all applicable topics including Retirement Analysis, College and Major Goal Funding, Estate Plan/Trusts Review, Investment Related Tax Planning, and Insurance Needs Analysis. Financial plans are based on your financial situation at the time we present the plan to you, and on the financial information you provide to us. You are under no obligation to act upon the financial planning recommendations. Should you choose to act on any of the recommendations, you are under no obligation to affect our recommended transactions through Thrive. Thrive is not authorized or qualified to give legal advice, prepare legal documents, or to act as a trustee. You should consult your attorney, accountant, and other personal advisers for these services. Seminars and Workshops Thrive holds seminars and workshops to educate the public on different types of investments and the different services it offers. The seminars are educational in nature and no specific investment or individual tax advice is given. Thrive does not charge a fee for attendance for these seminars. Client Tailored Services and Client Imposed Restrictions The goals and objectives for each client are documented in our client files. Investment strategies are created that reflect client stated goals and objectives. Clients may impose restrictions on investing in certain securities or types of securities. Private Placements We may recommend private placement securities to certain clients. These investments are not publicly traded and are generally available only to investors who meet applicable eligibility standards, including, where required, “accredited investor,” “qualified client,” or “qualified purchaser” status under federal securities laws. Private placements involve a high degree of risk and are not appropriate for all investors. These investments are generally illiquid, are not listed on an exchange, and may be subject to significant transfer restrictions. They typically involve limited disclosure, complex terms, and a risk of partial or complete loss of principal. Before recommending a private placement, we assess whether the investment is appropriate in light of the client’s investment objectives, financial circumstances, risk tolerance, and applicable eligibility requirements. Meeting the eligibility standards does not ensure that the investment will be profitable or suitable for every client Wrap Fee Programs Thrive does not sponsor any wrap fee programs. 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. Page 6 of 17  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 recommend a rollover when we believe it is in your best interest and in keeping with our fiduciary duty to you. 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 such, we look carefully at factors such as costs, fees, services, and investment options before recommending a rollover of an IRA. No client is required to rollover their retirement account managed by Thrive. Client Assets under Management As of December 31, 2025, Thrive has approximately $656,745,095 in client assets under management on a discretionary basis. Item 5: Fees and Compensation Method of Compensation and Fee Schedule ASSET MANAGEMENT Thrive offers discretionary asset management services to advisory clients. The fees for these services are based on a percentage of your assets under our management (“AUM”) as follows: Assets Under Management $0-1,000,000 $1,000,001 - $2,500,000 $2,500,001 - $5,000,000 $5,000,001 - $10,000,000 Over $10,000,001 Total Annual Fee 1.50% 1.00% 0.75% 0.50% negotiable Our fee schedule is tiered based on total AUM including cash and cash equivalents, which typically includes money market funds. Fees are assessed at different rates at different AUM thresholds. For purposes of fee calculations, we group accounts managed by Thrive together by household to determine the blend of our fees. Fees are pro-rated based on the number of days service is provided during each billing period. Fees are generally billed monthly in arrears based on the average daily balance of the account. In some instances, Page 7 of 17  as described in your investment advisory agreement, Thrive will bill quarterly in arrears based on the amount of assets managed as of the close of business on the last day of each quarter. Most Thrive clients choose to authorize an automatic fee withdrawal through their independent custodian (custodian). The client must provide written authorization permitting our fee to be paid directly from your account held by the custodian. The custodian will send a client, at least quarterly, a statement indicating all amounts disbursed from the account. Clients should carefully review these statements for accuracy. Fee invoices for each client are available upon request from Thrive. In some instances, clients also ask Thrive to provide investment advice and recommendations for assets which are held outside of Thrive and with a third party. These outside accounts are held with a custodian directed by the client. In these instances, our fees are billed quarterly in arrears based on the balance of the account at the end of the billing period. For each quarterly billing period, Client will be provided with an invoice for our services. Client will see exactly how Adviser’s requested fee is calculated and will be able to check the calculation. Clients may choose to pay by check or wire transfer. The Firm charges a minimum annual fee of $2,000 per household. This minimum fee is billed monthly, in arrears. If a household engages the Firm after the start of a month, the initial fee for that partial month will be either a prorated portion of the minimum annual fee or an amount calculated under the Firm’s standard annual asset-based fee schedule of 1.50%, whichever is greater. Lower fees for comparable services may be available from other sources. Clients may terminate their account within five (5) business days of signing the Investment Advisory Agreement with no obligation. Clients may terminate advisory services with thirty (30) days written notice. Thrive will be entitled to a pro rata fee for the days that service was provided in the final billing period, as applicable to the client. Clients shall be given thirty (30) days prior written notice of any increase in fees. Certain clients with more than $1,000,000 in assets under management with Thrive may be offered tax preparation and other services through unaffiliated third-party service providers at no additional cost. Clients are not required to use these services. Thrive has sole discretion to determine whether clients with less than $1,000,000 in assets under management are also eligible to receive these services at no additional cost. Use of Third Party Managers’ and Their Fees When Thrive utilizes a third-party manager to manage assets in your accounts, the third-party manager fee will be deducted directly from your account. This fee will be in addition to Thrive’s advisory fee as described above. Depending on the product and the manager the third-party manager fee ranges between 0.05% - 0.50%. Third-party managers’ fees are billed monthly in arrears based on the average daily balance of the account. Financial Planning and Consulting Thrive charges financial planning and consulting fees on an hourly basis at a rate of $350 - $500 per hour. Prior to the planning process the client will be provided with an estimated overall plan fee, with a minimum engagement of 10 hours. The complexity and sophistication of a client’s finances cause differences in terms of the time it takes to set forth a plan. Financial planning services include, but are not limited to, a thorough review of all applicable topics including Estate Plans/Trusts, Investments, Taxes, and Insurance. Services are completed and delivered within ninety (90) days. In certain circumstances, Thrive will charge a flat, fixed rate for financial planning. These fees are negotiable and dependent on the complexity, size and other factors of the plan. Page 8 of 17  Fees for financial plans are billed in part, in advance, based on the estimated total planning fee. The balance is due upon delivery of the financial plan. If the client terminates the agreement during the planning period, client will be billed on a pro-rata basis for the number of hours spent on the plan until the time of termination. Additional Client Fees Charged In addition to Thrive’s fees, custodians may charge transaction fees on purchases or sales of certain mutual funds, equities and exchange-traded funds. Thrive uses various securities instruments in client portfolios, including, but not limited to, equities, exchange traded funds and mutual funds. Thrive may also recommend or select other investment managers to manage some or all of a client’s portfolio. To the extent that a client’s assets are invested in these vehicles or managed by another investment manager, the client will pay management and other product specific fees in addition to the fees paid by the client to Thrive. As applicable, those fees are described in each vehicle’s prospectus or each third-party manager’s Form ADV. For more details on brokerage practices, see Item 12 of this brochure. Private Placements: If a client invests in a private placement, the client will typically bear the fees and expenses associated with that investment in addition to our advisory fee, unless we disclose otherwise. These fees and expenses are separate from, and in addition to, the fees the client pays us for advisory services. Private placement investments often include offering costs, organizational and administrative expenses, incentive management fees, and, where applicable, performance-based compensation or similar compensation payable to the issuer, sponsor, manager, or their affiliates. These amounts are described in the applicable offering and governing documents and will reduce the client’s overall return. We do not receive compensation solely because we recommend a private placement unless specifically disclosed to the client. A client’s eligibility to invest in a private placement, including “accredited investor,” “qualified client,” or “qualified purchaser” status where applicable, does not affect the fees and expenses charged by the investment itself. Clients should review the applicable offering documents carefully to understand the fees, expenses, and compensation associated with any private placement investment. External Compensation for the Sale of Securities to Clients Thrive does not receive any external compensation for the sale of securities to clients, nor do any of the investment adviser representatives of Thrive. Item 6: Performance-Based Fees and Side-by-Side Management Thrive does not earn fees based on a share of the capital gains or capital appreciation of managed securities. Thrive does not receive any performance-based fee structure compensation. Item 7: Types of Clients Description Thrive generally provides investment advice to individuals, high net worth individuals, businesses and charitable organizations or foundations. Client relationships vary in scope and duration depending upon the level of service. Page 9 of 17  Thrive generally does not impose an account minimum to open or maintain an advisory relationship. Item 8: Methods of Analysis, Investment Strategies and Risk of Loss Thrive’s investment process focuses on identifying, recommending, and monitoring investment opportunities with a goal of attaining long-term, risk-adjusted returns. We adhere to a well-defined analytical process based on diligent research. Our portfolios include, but are not limited to, individual stocks, cash equivalents, and ETFs. As part of our investment strategy, we may recommend private placement securities to certain eligible clients. Private placements are not publicly traded, are generally illiquid, and involve a high degree of risk. These investments typically involve limited disclosure, complex terms, and significant transfer restrictions, and clients may lose part or all of their investment. Private placements are generally available only to investors who meet applicable eligibility standards, including, where required, “accredited investor,” “qualified client,” or “qualified purchaser” status under federal securities laws. Although we assess whether a private placement appears appropriate based on the client’s investment objectives, financial circumstances, risk tolerance, and eligibility status, there is no assurance that any such investment will be profitable or suitable for every client Thrive uses its own model portfolios as well as third party asset managers for building our clients’ investment strategies. For our internal model portfolios, we perform formal quarterly reviews on all of our model portfolios’ asset allocations to determine if rebalancing is necessary. If a decision is made to make adjustments to our models, we initiate a rebalance of accounts associated with the models to bring client accounts in line with the updated model allocation. Our firm uses the following method of analysis when formulating our investment advice and our own internal portfolios for Thrive clients. Fundamental Analysis: This is a method of evaluating a security by attempting to measure its intrinsic value by examining related economic, and other qualitative and quantitative factors. Fundamental analysts study what affects a security's value, including macroeconomic factors (like the overall economy and industry conditions) and individual specific factors (like the financial condition and management of a company). The end goal of performing fundamental analysis is to produce a value that an investor can compare with the security's current price with the goal of determining the type of position to take with that security (underpriced = buy, overpriced = sell or short). Fundamental analysis is considered to be the opposite of technical analysis. Fundamental analysis is somewhat subjective. While a quantitative approach is possible, fundamental analysis usually entails a qualitative assessment of how market forces interact with one another in their impact on the investment in question. It is possible for those market forces to point in different directions, thus necessitating an interpretation of which forces will be dominant. This interpretation may be wrong and could therefore lead to less-than-optimal investment decisions and forecasting. The main sources of information include financial newspapers and magazines, research materials prepared by others including other investment managers, corporate rating services, annual reports, prospectuses, and filings with the Securities and Exchange Commission. Page 10 of 17  Investment Strategy The investment strategy for a specific client is based upon the objectives and risk tolerances stated by the client during consultations. The client may change these objectives at any time. Material Risks Investing in securities involves risk of loss that clients should be prepared to bear. Past performance is not a guarantee of future returns. All investment programs have certain risks that are borne by the investor. Our investment approach keeps the risk of loss in mind. Investors face the following investment risks and should discuss these risks with Thrive: • 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. • Business Risk: These risks are associated with a particular industry or a particular company within an industry. For example, oil-drilling companies depend on finding oil and then refining it, a lengthy process, before they can generate a profit. They carry a higher risk of profitability than an electric company which generates its income from a steady stream of customers who buy electricity no matter what the economic environment is like. • Equity Risk: Equities generally have more risk and volatility than fixed income securities. • 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. • • Currency Risk: Overseas investments are subject to fluctuations in the value of the dollar against the currency of an investment’s originating country. This is also referred to as exchange rate risk. • Overall market volatility: Due to pandemics, political uncertainty, and other global effects, the market has seen increased volatility. Market volatility is a risk borne by all investors. World events trigger market uncertainty which can translate into investment losses. Long-term purchases: Long-term investments are those vehicles purchased with the intension of being held for more than one year. Typically, the expectation of the investment is to increase in value so that it can eventually be sold for a profit. In addition, there may be an expectation for the investment to provide income. One of the biggest risks associated with long-term investments is volatility, the fluctuations in the financial markets that can cause investments to lose value. • Short-term purchases: Short-term investments are typically held for one year or less. Typically, short-term investments are purchased for the relatively greater degree of principal protection they are designed to provide. Short-term investment vehicles also are subject to purchasing power risk — the risk that your investment’s return will not keep up with inflation. • Trading risk: Investing involves risk, including possible loss of principal. There is no assurance that the investment objective of any fund or investment will be achieved. Page 11 of 17  Item 9: Disciplinary Information A member of Thrive’s management team entered into a consent agreement with the FDIC in May 2017. This consent agreement related to a prior business completely unrelated to Thrive. The facts surrounding the consent agreement concern a correspondent mortgage division of a bank and date back to the volatile economic circumstances during the Great Recession of 2008. T h e m a n a g e m e n t te a m m e m b e r w a s n o t r e q u i r e d t o a d m i t a n y l i a b i l i t y as part of the consent agreement. The terms of the consent agreement would require a member of Thrive’s management team to seek approval from the FDIC prior to engaging in future FDIC-related banking activities. Administrative Enforcement Proceedings Neither Thrive nor its management have been involved in any criminal or civil action. Self-Regulatory Organization Enforcement Proceedings Neither Thrive nor its management persons have been involved in legal or disciplinary events related to past or present investment advisory clients. Item 10: Other Financial Industry Activities and Affiliations Insurance Products Sales You may work with your Thrive financial professional in both their capacity as an investment adviser representative of Thrive, as well as in their capacity as an insurance agent through TFS and TIG. As such, your Thrive financial professional, in their dual capacity as an IAR and insurance agent, may advise you to purchase insurance products (general disability insurance, life insurance, annuities, fixed index annuities, and other insurance products), and then assist you in implementing the recommendations by selling you those same products. Insurance transactions typically involve commission-based compensation and potentially include incentive programs. Clients are under no obligation to implement any recommendation through Thrive or any affiliated insurance agency. As an estimate, our financial professionals who are registered as investment advisor representatives and insurance agents spend approximately half of their time on insurance sales and services and half of their time on investment advisory services. As a fiduciary, Thrive requires its investment adviser representatives to recommend insurance products and annuities only when they believe the recommendation is in the client’s best interest, taking into account the client’s objectives, time horizon, risk tolerance, liquidity needs, and the total costs of the recommendation. Thrive addresses these conflicts through disclosure, supervision, and periodic reviews. Commission-based insurance activity is supervised by the firm’s Managing Members and/or designated supervisors. Thrive conducts periodic reviews of insurance recommendations (including review of documentation and consistency with client circumstances) and addresses exceptions as appropriate. Relationship with Advisors Excel and AE Wealth Management Thrive Financial Services (“Thrive”) uses Advisors Excel, a third-party insurance marketing organization (“IMO”), to assist in identifying insurance products, including annuities, for clients. Advisors Excel Page 12 of 17  and/or insurance carriers may provide bonus compensation, incentive compensation, marketing support, or other benefits to Thrive and its investment adviser representatives when acting in their separate capacities as licensed insurance agents and meeting certain sales thresholds. This creates a conflict of interest because Thrive and its financial professionals have an incentive to recommend products available through Advisors Excel or participating carriers. Advisors Excel is affiliated with AE Wealth Management (“AEWM”), and Thrive may use AEWM for sub- advisory and/or financial planning services in certain circumstances. Thrive also uses sub-advisers to provide operational and support services, including investment research, technology, billing, trading, and client service support. Based on the amount of client assets placed with a sub-adviser, Thrive may receive economic benefits, support services, and other non-cash benefits. In some cases, the sub- adviser may also pay for services provided by other investment managers made available through the sub-adviser. These arrangements create a conflict of interest because Thrive has an incentive to recommend AEWM or another sub-adviser based in part on these benefits rather than solely on the client’s needs. Thrive addresses these conflicts through disclosure, periodic review of these relationships, and supervisory policies and procedures designed to help ensure recommendations are made in the client’s best interest. Item 11: Code of Ethics, Participation or Interest in Client Transactions and Personal Trading Code of Ethics Description The employees of Thrive have committed to a Code of Ethics (“Code”). The purpose of our Code is to set forth standards of conduct expected of Thrive employees and address conflicts that arise. The Code requires, among other things, that all employees comply with applicable federal securities laws and affirms our fiduciary duty to always act in the best interest of clients. One area the Code addresses is when employees buy or sell securities for their personal accounts and how to mitigate any conflict of interest with our clients. We do not allow any employees to use non-public material information for their personal profit or to use internal research for their personal benefit in conflict with the benefit to our clients. Thrive’s policy prohibits any person from acting upon or otherwise misusing non-public or inside information. No advisory representative or other employee, officer or director of Thrive may recommend any transaction in a security or its derivative to advisory clients or engage in personal securities transactions for a security or its derivatives if the advisory representative possesses material, non-public information regarding the security. Thrive’s Code is based on the guiding principle that the interests of the client are our top priority. Thrive’s officers, directors, advisors, and other employees have a fiduciary duty to our clients and must diligently perform that duty to maintain the complete trust and confidence of our clients. When a conflict arises, it is our obligation to put the client’s interests over the interests of either employees or the company. Thrive will provide a copy of the Code of Ethics to any client or prospective client upon request. Investment Recommendations Involving a Material Financial Interest and Conflict of Interest Thrive and its employees do not recommend securities in which we have a material financial interest. Page 13 of 17  Advisory Firm Purchase of Same Securities Recommended to Clients and Conflicts of Interest Thrive and its employees may buy or sell securities that are also held by clients. In order to mitigate conflicts of interest such as front running, employees are required to disclose all reportable securities transactions as well as provide Thrive with copies of their brokerage statements. The Chief Compliance Officer will review the personal trading of employees to ensure that the personal trading does not affect the markets and that clients of the firm receive preferential treatment over employee transactions. Client Securities Recommendations or Trades and Concurrent Advisory Firm Securities Transactions and Conflicts of Interest Thrive does not maintain a firm proprietary trading account and does not have a material financial interest in any securities being recommended and therefore no conflicts of interest exist. However, employees may buy or sell securities at the same time they buy or sell securities for clients. In order to mitigate potential conflicts of interest, employees are required to obtain pre-approval from the CCO or his designee for certain transactions, disclose all reportable securities transactions and provide copies of their brokerage statements. The CCO and/or his designees review access person trades each quarter. Item 12: Brokerage Practices Factors Used to Select Broker-Dealers for Client Transactions Clients may request us to execute transactions for their account through any broker-dealer of their choosing. However, we generally recommend that clients engage Schwab’s custodial and brokerage services. We are not affiliated with Schwab, and they do not monitor or control the activities of our firm or its personnel. We do not have the discretion to determine the broker or custodian to be used for the execution of client transactions or the commission rates at which such transactions are to be executed for the client. The client has the sole discretion to select the custodian to be used for custody and execution of transactions for the client’s account. The client engages the custodian by executing the appropriate account opening documentation and authorizes our firm to direct the execution of transactions for the account through the services of the selected custodian. Thrive is not under common control or ownership of any broker/dealer or custodian. Directed Brokerage Thrive does not use directed brokerage. Best Execution Investment advisors who manage or supervise client portfolios on a discretionary basis have a fiduciary obligation of best execution. The determination of what constitutes best execution and price in the execution of a securities transaction by a broker involves a number of considerations and is subjective. Factors affecting brokerage selection include the overall direct net economic result to the portfolios, the efficiency with which the transaction is affected, the ability to affect the transaction where a large block is involved, the operational facilities of the broker- dealer, the value of an ongoing relationship with such broker and the financial strength and stability of the broker. Thrive does not receive any portion of the trading fees. While best execution is difficult to define and challenging to measure, there is some consensus that it does not solely mean the achievement of the best price on a given transaction. Rather, it appears to be Page 14 of 17  a collective consideration of factors concerning the trade in question. 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 the value of research provided, execution capabilities, commission rates, and responsiveness.. Accordingly, although Thrive seeks competitive rates, it will not always obtain the lowest possible commission rates for client account transactions. The brokerage commissions or transaction fees charged by the designated broker- dealer/custodian are exclusive of, and in addition to, Thrive's investment management fee. Soft Dollar Arrangements Thrive does not enter into any “soft dollar” arrangements as that term is commonly used under Section 28(e) of the Securities Exchange Act. However, Thrive participates in custodian offered programs in connection with the custody of client assets held at Charles Schwab. As a result, Thrive receives from custodians without cost (or at a discount) support services or products, certain of which assist Thrive to better monitor, and service your account(s) maintained at such institutions. These support services include software and other technology that provide access to your account data including account statements, access to trading desk and facilitation of trade execution and the allocation of block orders for multiple accounts, research related products and tools, pricing information and other market data, payment of our fees directly from your account-if authorized in your advisory agreement, assistance with back-office functions, recordkeeping and client reporting, compliance and practice management-related publications, discounted and gratis attendance at conferences, meetings, and other educational and social events, and marketing support, all of which is used by the Thrive furtherance of its investment advisory business operations. These benefits, while a conflict of interest, are not paid by clients directly and are made available to Thrive because client assets are maintained with the custodian. As part of our fiduciary duties to our clients, we endeavor at all times to put your interests first. Thrive evaluates custodians using factors it believes are relevant to clients, including overall service levels, technology, financial strength, execution capabilities, and other factors, and by seeking best execution for client transactions. Aggregating Securities Transactions for Client Accounts The processing of trades in client accounts is delegated by Thrive, to the Sub-Advisor. Thrive will send trade instructions to the Sub-Advisor. The Sub-Advisor is responsible for submitting transactions for clients on behalf of Thrive, on an individual or aggregated basis, according to the Sub-Advisor’s policies. For a complete description of the Sub-Advisor’s policies regarding aggregate trading, please refer to the Sub-Advisor’s Form ADV2A. In some instances, Thrive will aggregate purchases and sales for client accounts in the same securities. All clients participating in an aggregated order shall receive an average share price with all other transaction costs shared on a pro-rated basis. Transactions and trade instructions received by the Sub- Advisor are submitted based on the instruction of Thrive. Mutual Funds Share Class Selection Mutual funds may offer multiple share classes that differ in eligibility requirements, minimum investment amounts, fees, expenses, and other features. Institutional and other non-retail share classes may have lower expense ratios than retail share classes. Page 15 of 17  Thrive generally does not recommend mutual funds. However, when clients hold or transfer mutual fund positions into their accounts, Thrive reviews those holdings and, where available, considers other share classes of the same fund. In determining the most appropriate share class, Thrive considers a variety of factors, including but not limited to eligibility requirements, minimum investment amounts, trading restrictions, transaction charges, custodian or platform availability, and the fund’s overall expense structure. After weighing these factors, Thrive may determine that a share class other than the lowest-cost share class is most appropriate for the client. Accordingly, clients should not assume they will be invested in the share class with the lowest possible expense ratio. Clients should ask their IAR whether a lower-cost share class is available. Item 13: Review of Accounts Schedule for Periodic Review of Client Accounts or Financial Plans and Advisory Persons Involved Individual account reviews are performed by Thrive investment adviser representatives at least annually. Account reviews are performed more frequently when market conditions dictate. Financial plans are considered to be complete when recommendations are delivered to the client. A review of financial plans may be done upon the request of the client and may carry additional fees. Review of Client Accounts on Non-Periodic Basis Other conditions that may trigger a review of clients’ accounts are changes in the tax laws, new investment information, and changes in a client's own personal or financial situation. Content of Client Provided Reports and Frequency Clients receive written account statements no less than quarterly, issued by the custodian. Clients receive confirmations of each transaction in their accounts from their Custodian. Item 14: Client Referrals and Other Compensation Thrive does not receive cash compensation from unaffiliated third parties in exchange for providing investment advice to clients. However, as described elsewhere in this brochure, Thrive may receive certain non-cash benefits or services from unaffiliated service providers that are made available, in whole or in part, based on the overall client assets serviced through those providers. Item 15: Custody Thrive does not maintain physical possession of client assets. All assets are held by qualified custodians. When advisory fees are deducted directly from client accounts at client's custodian, Thrive is deemed to have limited custody of client's assets and must have written authorization from the client to do so. Custodians provide account statements directly to clients at their address of record at least quarterly. Clients are encouraged to carefully review their account statements received directly from their custodians. Page 16 of 17  Item 16: Investment Discretion Discretionary Authority for Trading Thrive accepts discretionary authority to manage securities accounts on behalf of clients. With investment discretion, Thrive has the authority to determine, without obtaining specific client consent, the securities to be bought or sold, and the amount of the securities to be bought or sold. Discretionary trading authority facilitates placing trades in your accounts on your behalf so that we may promptly implement the investment policy that you have approved in writing. The client approves the custodian to be used. Thrive does not receive any portion of the transaction fees or commissions paid by the client to the custodian on trades. Item 17: Voting Client Securities Proxy Votes Thrive does not vote proxies on securities. Clients are expected to vote their own proxies. The client will receive their proxies directly from the custodian of their account or from a transfer agent. Item 18: Financial Information Thrive does not require pre-payment of fees of more than $1,200 per client, six months or more in advance. Financial Conditions Reasonably Likely to Impair Advisory Firm’s Ability to Meet Commitments to Clients Thrive is aware of no condition that is reasonably likely to impair its ability to meet contractual commitments to our clients. Bankruptcy Petitions during the Past Ten Years Neither Thrive nor anyone on its management team has filed any bankruptcy petition in the last ten years. Page 17 of 17