THRYVE WEALTH MANAGEMENT

Thryve Wealth Management 909 Lake Carolyn Pkwy Suite 100 Irving, TX 75039 Phone: 805-451-2909 www.thryvewealthmanagement.com Form ADV Part 2A – Disclosure Brochure December 5, 2025 Firm Contact: Nicole Saragosa Chief Compliance Officer Important Disclosure: This brochure (“Brochure”) provides information about the qualifications and business practices of Thryve Wealth Management LLC (“Thryve Wealth Management” or the “Firm” or “We”, “Us” or “Our”). If you have any questions about the contents of this brochure, please contact us. The information in this Brochure has not been approved or verified by the United States Securities and Exchange Commission (the “SEC”) or by any state securities authority. Additional information about Thryve Wealth Management is available on the SEC’s website at www.adviserinfo.sec.gov. Thryve Wealth Management is an SEC-registered investment adviser. However, this registration does not imply a certain level of skill or training. 1  ITEM 2. MATERIAL CHANGES The Material Changes section of this brochure lists the material changes since the last annual update of this brochure. This “summary” of changes will be made available to you at least annually. The following material changes have been made to this Disclosure Brochure since the last filing and distribution to clients. • Effective October 17, 2025, Strive Wealth Management LLC changed it’s legal name to Thryve Wealth Management LLC. • Effective September 30, 2025, Strive Enterprises, Inc sold the firm to Gary Dorfman. • Effective September 30, 2025, the Firm is operated by executives Gary Dorfman (Chief Executive Officer), Randol Curtis (Chief Investment Officer), Laura Brady (Chief Growth Officer) and Nicole Saragosa (Chief Compliance Officer). Please contact us if you have any questions about the contents of this brochure. ITEM 3. TABLE OF CONTENTS Item 2. Material Changes .................................................................................................................. 2 Item 3. Table of Contents .................................................................................................................. 2 Item 4. Advisory Business ................................................................................................................ 3 Item 5. Fees and Compensation ........................................................................................................ 5 Item 6. Performance-Based Fees and Side-by-Side Management .................................................... 7 Item 7. Types of Clients .................................................................................................................... 7 Item 8. Methods of Analysis, Investment Strategies, and Risk of Loss ........................................... 8 Item 9. Disciplinary Information .................................................................................................... 17 Item 10. Other Financial Industry Activities and Affiliations ........................................................ 17 Item 11. Code of Ethics, Participation or Interest in Client Transactions and ................................ 18 Personal Trading ............................................................................................................................. 18 Item 12. Brokerage Practices .......................................................................................................... 18 Item 13. Review of Accounts .......................................................................................................... 20 Item 14. Client Referrals and Other Compensation ........................................................................ 20 Item 15. Custody ............................................................................................................................. 21 Item 16. Investment Discretion ....................................................................................................... 21 Item 17. Voting Client Securities .................................................................................................... 22 Item 18. Financial Information ....................................................................................................... 22 2  ITEM 4. ADVISORY BUSINESS Background Thryve Wealth Management LLC, formerly known as Strive Wealth Management LLC (herein “Thryve Wealth Management”, “Firm”, “We”, “Us” or “Our”) is a Texas limited liability company that was formed in March 2025 as a subsidiary of Strive Enterprises, Inc. The Firm was sold to Gary Dorfman in September 2025, and rebranded to Thryve Wealth Management in October 2025. Thryve Wealth Management is a registered investment adviser registered with the U.S. Securities and Exchange Commission (“SEC”) and is operated by Gary Dorfman (Chief Executive Officer), Randol Curtis (Chief Investment Officer). Laura Brady (Chief Growth Officer), and Nicole Saragosa (Chief Compliance Officer). At Thryve Wealth Management, we rise above the traditional wealth management approach by delivering a fiduciary based model focused on transparency, an innovative forward-looking strategy to portfolio management, advanced financial planning, and a commitment to excellence in client service. Our goal is clear: to help clients achieve True Financial Freedom through thoughtful planning and U.S. centric investing that focused on where the world is heading and not where it has been. Wealth Management Services Thryve Wealth Management offers the following services to individuals, high net worth individuals, endowments, foundations, charitable organizations, corporations, and other businesses: Investment Management Services • Financial Planning Services • Financial Planning Services – We provide financial planning services to clients as part of our wealth management services. Services are offered in several areas of a Client’s financial life. Our services are made available to clients primarily through individuals associated with Thryve Wealth Management. A financial plan developed for a client will usually include general recommendations for a course of activity or specific actions to be taken by the client. For example, recommendations may be made that the client start or revise their investment programs, commence or alter retirement savings, establish education savings and/or charitable giving programs. Financial planning recommendations pose a conflict between the interests of the Firm and the interests of clients. For example, we have an incentive to recommend that clients engage us for investment management services or to increase the level of investment assets with us, as it would increase the amount of advisory fees paid to the Firm. Clients are not obligated to implement any recommendations made by the Firm or maintain an ongoing relationship with us. If a client elects to act on any of the recommendations made by us, the client is under no obligation to implement the transaction through the Firm. 3  Investment Management Services – Thryve Wealth Management offers investment management services to clients through individually tailored investment portfolios. Clients provide their investment goals, objectives and risk tolerance to assist us in managing their portfolio. A client’s portfolio may consist of one or more accounts. Accounts may be taxable such as an individual brokerage account or non-taxable such as an independent retirement account (IRA). We use this information to establish Asset Allocation Strategy. The Asset Allocation Strategy informs the investment approach that we pursue on behalf of the client as well as the risk profile of the overall portfolio. In this way, custom tailor the portfolio according to the client’s Asset Allocation Strategy. We can also invest client assets using a predefined strategy. Once invested, a client’s portfolio is monitored on an ongoing basis relative to the client’s goals and objectives. In general, portfolios are rebalanced as needed based on changes in market conditions or client financial circumstances. Clients authorize account management on a discretionary basis, meaning that Thryve Wealth Management determines the security, amount, and whether to buy or sell a security without approval prior to the transaction. Clients can impose reasonable restrictions on their account holdings in writing. Direct Indexing (SMA/UMA Overlay Management) Thryve Wealth Management also offers a direct indexing service to utilize systematic tax-loss harvesting in the Core Equity portion of client portfolios (“Direct Indexing”). Thryve Wealth Management facilitates this service by contracting with one or more third-party platform providers (“Platform Providers”) to provide an online separately managed account platform (“SMA Platform”). The applicable financial intermediary and/or Platform Provider has discretion with respect to the underlying clients’ portfolios, and the Platform Provider implements all transactions, in accordance with one or more strategies specified by Thryve Wealth Management. Direct Indexing allows the underlying investors to track index performance through ownership in individual stocks, instead of through an ETF or mutual fund, while providing enhanced customization and ownership control. Direct Indexing can also deliver potential tax benefits, including daily scanning for tax loss harvesting opportunities and the opportunity for in-kind transfers from existing equity portfolios. All clients must receive and approve a Tax Transition Analysis of the specific portfolio using the online tool, provided jointly by Thryve Wealth Management and its Platform Provider, before they may elect to invest in the Strategy. Thryve Wealth Management Asset Management does not execute transactions for any underlying clients in the Direct Indexing program. Retirement Plan Advisory Services Thryve Wealth Management provides retirement plan consulting and advisory services to employer plan sponsors on an ongoing basis. Generally, such consulting services consist of assisting employer plan sponsors in establishing, monitoring and reviewing their company's participant-directed retirement plan. As the needs of the plan sponsor dictate, areas of advising may include: 4  • • Establishing an Investment Policy Statement – Our firm will assist in the development of a statement that summarizes the investment goals and objectives along with the broad strategies to be employed to meet the objectives. Investment Options – Our firm will work with the Plan Sponsor to evaluate existing investment options and make recommendations for appropriate changes. • • Asset Allocation and Portfolio Construction – Our firm will develop strategic asset allocation models to aid Participants in developing strategies to meet their investment objectives, time horizon, financial situation and tolerance for risk. Investment Monitoring – Our firm will monitor the performance of the investments and notify the client in the event of over/underperformance and in times of market volatility. • Participant Education – Our firm will provide opportunities to educate plan participants about their retirement plan offerings, different investment options, and general guidance on allocation strategies. In providing services for retirement plan consulting, our firm does not provide any advisory services with respect to the following types of assets: employer securities, real estate (excluding real estate funds and publicly traded REITS), participant loans, non-publicly traded securities or assets, other illiquid investments, or brokerage window programs (collectively, “Excluded Assets”). All retirement plan consulting services shall be in compliance with the applicable state laws regulating retirement consulting services. This applies to client accounts that are retirement or other employee benefit plans (“Plan”) governed by the Employee Retirement Income Security Act of 1974, as amended (“ERISA”). If the client accounts are part of a Plan, and our firm accepts appointment to provide services to such accounts, our firm acknowledges its fiduciary standard within the meaning of Section 3(21) or 3(38) of ERISA as designated by the Retirement Plan Consulting Agreement with respect to the provision of services described therein. Assets Under Management As of October 14, 2025, Thryve Wealth Management managed approximately $269,480,000 in assets on a discretionary basis. ITEM 5. FEES AND COMPENSATION Wealth Management Services Fees are billed on a calendar quarter basis and paid in arrears. At the end of each calendar quarter, Thryve Wealth Management calculates the actual daily advisory fee from the prior quarter. The fee charged is one quarter of the annual fee percentage. Fee adjustments will be made for additional deposits or partial withdrawals from the account. Fee adjustments are negotiable. New accounts are billed based on the value of the client’s account 'on the inception date and pro-rated based on the number of days remaining in the quarter. At our discretion, we will combine the account values of family members living in the same household to determine the applicable advisory fee. Such 5  household client will be known as a Wealth Unit and can include the combined account values from the client, joint accounts with the client’s spouse, client’s minor children, and other types of related accounts. Combining account values has the potential to increase the total assets receiving investment advisory services and results in reaching the available fee schedule breakpoints in Thryve Wealth Management’s fee schedule below. Investment Advisory Services Tiered Fee Rates Market Value Up to $1,000,000 $1,000,001 - $2,000,000 $2,000,001 - $5,000,000 $5,000,001 - $10,000,000 $10,000,001 and over Fee 1.5% 1.4% 1.25% 1.15% 1.00% Fees are negotiable and determined for each individual client. Clients with similar account sizes and similar objectives can pay more or less compared to other clients for investment advisory services through Thryve Wealth Management. The exact fee for services will be agreed upon and listed in the Investment Advisory Agreement prior to services being provided. Advisory fees are deducted from the client’s account by the qualified custodian. Thryve Wealth Management facilitates the billing process. Clients must consent in advance to direct debiting of their fees from their accounts. Account custodians deliver client account statements at least quarterly directly to clients. Account statements show all disbursements from the client’s account. Clients are encouraged to review their account statements. We will receive electronic access or duplicate copies of client account statements. In instances where direct debit consent is not obtained, clients will be invoiced the Thryve Wealth Management fee. Wealth management services may be terminated by either party via written notice. In the event termination does not fall on the last day of the billing cycle, clients will receive a pro-rated invoice of any unpaid quarterly investment advisory fee based on the number of days remaining in the billing cycle. This means you will incur advisory fees only in proportion to the number of days in the quarter for which you are a client. If you have unpaid advisory fees that we have already earned, you will receive a prorated invoice for those fees. Direct Indexing (SMA Overlay Management) Thryve Wealth Management receives a management fee based on a percentage of each client’s assets under management. For direct-indexing clients, Thryve Wealth Management bills the client’s account additional fees that start at 0.30%. However, fees may be reduced based on factors including assets under management with the firm. Retirement Plan Advisory Services Fees for retirement plan advisory services are charged an annual asset-based fee of up to 1.50% based on the market value of assets under management at the end of the calendar quarter. Retirement plan advisory fees are billed quarterly at the end of each calendar quarter. Fees may be 6  negotiable depending on the size and complexity of the Plan. Retirement plan advisory fees may be directly invoiced to the Plan Sponsor or deducted from the assets of the Plan, depending on the terms of the retirement plan advisory agreement. Thryve Wealth Management is compensated at the end of the quarter in which retirement plan advisory services are rendered. Either party may terminate the retirement plan advisory agreement, at any time, by providing advance written notice to the other party. Clients may also terminate the retirement plan advisory agreement within five (5) business days of signing the Firm’s agreement at no cost to the client. After the five-day period, you will incur charges for bona fide advisory services rendered to the point of termination and such fees will be due and payable by the client. The client’s retirement plan advisory agreement with the Advisor is non-transferable without the client’s prior consent. Other Fees and Expenses Thryve Wealth, as a part of our investment advisory services, can invest or in ETFs, ETPs, mutual funds, and alternative investment vehicles. The fees that a client pays to Thryve Wealth Management for investment advisory services are separate and distinct from the fees and expenses charged by these investment vehicles to their shareholders (described in each fund’s offering documents). These fees will generally include a management fee and other fund expenses, such as administrative and transaction fees. If Thryve Wealth Management invests client assets through a Direct Indexing platform, clients incur an additional fee on the portion of the client’s assets utilizing Direct Indexing. Clients are required to provide specific consent before they invest in Direct Indexing. ITEM 6. PERFORMANCE-BASED FEES AND SIDE-BY-SIDE MANAGEMENT Thryve Wealth Management does not charge performance-based fees (fees based on a share of capital gains on or capital appreciation of investments). Certain alternative investment options that we may allocate to on behalf of wealth management clients may charge a performance-based fee. This fee aligns the interests of the investment manager with the performance of the investment but may result in higher costs for clients in these specific investments. ITEM 7. TYPES OF CLIENTS Thryve Wealth Management provides investment advisory services to individuals, high net worth individuals, foundations, endowments, and corporations or other businesses. Generally, we require a minimum investment of $500,000 to open and maintain an investment advisory account. At our discretion, we can waive this minimum account size. 7  For participation in Direct Indexing, the client must maintain a minimum account size of $250,000 for that component of their broader investment portfolio. The purpose of this minimum is to ensure a large enough quantity of shares can be held to replicate the index’s performance and minimize tracking error of the account. Should this minimum conflict with the client’s required asset allocation, the asset allocation will take precedence and Thryve Wealth Management will substitute a strategy that meets the client’s requirements. ITEM 8. METHODS OF ANALYSIS, INVESTMENT STRATEGIES, AND RISK OF LOSS Methods of Analysis and Investment Strategies Our investment strategy utilizes fundamental research including macroeconomic assessments, forecasts of economic and sector growth, revenues, earnings, expenses, and profitability in order to determine investment exposures and security selection. We use public sources of information for analysis and recommendations, including: • • • • • • Research prepared by third parties Company filings Financial newspapers, magazines and online media Fund databases Fund prospectuses Corporate ratings services Technical tools and research are used for reference and support of our fundamental method of analysis. Our Chief Investment Officer has ultimate decision-making authority for all investment decisions. Our investment strategy is built around a Core and Satellite approach, which balances security selection and diversification to optimize returns while managing risk. The Core portion of our portfolio is dedicated to traditional investments, including stocks and bonds, with an emphasis on passive direct indexing, ETFs, and selective active equity strategies. We have adopted a disciplined investment process that includes systematic rebalancing and tax- efficient management practices. We generally view placing a portion of the taxable stock in a portfolio into a passive direct indexing service to be in the client’s best interest due to the opportunities for tax loss harvesting opportunities. .or the non-taxable stock portion of a portfolio, we advise placing clients in an ETF (or ETFs) as these are generally more efficient vehicles for broad equity exposure. This structure is designed to provide a stable foundation with diversified exposure across major asset classes, which forms the core of client portfolios. In addition to the Core, the Satellite segment of our portfolio provides exposure to alternative investments directly and/or through alternative investment vehicles or ETPs, offering unique opportunities for capital growth and income while reducing correlation to public markets. 8  These alternatives can include private equity, private credit, venture capital, real assets and digital assets. By selecting alternative investment managers with specialized expertise in niche markets, Satellite investments are designed to complement the Core by adding targeted opportunities for enhanced returns, diversification and inflation protection. Given our belief in the fundamentals of shareholder capitalism in the United States, we emphasize U.S. markets relative to non-U.S. developed markets. This positioning reflects our confidence in American corporate governance and the ability of US-based companies to drive long-term growth, especially in core equity sectors. Additionally, we de-emphasize small and micro-cap public equities, where private equity market and regulatory changes have adversely impacted risk- adjusted returns and growth prospects. Instead, we aim to replace this exposure with alternative investments such as private equity, which we believe offers potential for superior returns and access to better small growth- oriented private company investments. Overall, our Core and Satellite framework allows us to tailor a diversified strategy for our clients, to help benefit from the growth potential and liquidity of traditional investments while also accessing the potential upside of alternatives. This approach is adaptable to varying market conditions, enabling us to respond dynamically to economic shifts and client needs. The asset classes we anticipate including in our Core and Satellite mandates include, but are not limited to the following: Investment Grade Bonds • Cash & Cash Equivalents • Government Bonds • • Convertible Bonds • High Yield Bonds • U.S. Large Cap Equity • U.S. Mid Cap Equity • Select Global Equity • Preferred Stocks • Altermative Investments • Cryptocurrency (Bitcoin, others) From time to time, at our discretion, asset classes can or will be added or removed from this universe. Material Risks Set forth below are certain material risks that are often associated with the investment strategies, techniques, and types of securities relevant to Thryve Wealth Management clients. The information 9  in this Brochure does not address every potential risk. Investors in Thryve Wealth Management Funds should also review the risks as described in each Fund’s respective offering documents for additional information. Risk of Loss Investing involves risk, and by choosing to invest you are subject to the risk of loss of some or all of your initial investment. We do not represent, warrant, or imply that the services or methods of analysis employed by us can or will predict future results, successfully identify market tops or bottoms, or insulate clients from losses due to market corrections or declines. In general investment risks involve the following: • • • • • • • • • Systematic Risk: market or economic factors Interest Rate Risk: change in value and yield Inflation Risk: loss of value or buying power Currency Risk: loss due to monetary exchange rates with international investments Liquidity risk: inability to buy or sell an investment Sociopolitical Risk: instability in regions of the world can affect investment markets Management Risk: impact of bad company management decisions Credit Risk: default risk on borrowing Assessment Risk: ability to understand, determine and evaluate an investment Principal risks of investing may include the following: Investment Risk: Investments could lose money due to short-term market movements and over longer periods during market downturns. Securities may decline in value due to factors affecting securities markets generally or particular asset classes or industries represented in the markets. The value of a security may decline due to general market conditions, economic trends or events that are not specifically related to the issuer of the security or to factors that affect a particular industry or group of industries. During a general downturn in the securities markets, multiple asset classes may be negatively affected. Equity Investment Risk: Investments in equity securities involve certain risks, such as market fluctuations, changes in interest rates, and perceived trends in stock prices. The values of equity securities could decline generally or could underperform other investments due to these risks. In addition, securities may decline in value due to factors affecting a specific issuer, market or securities markets generally. Passive Investment Risk: Certain ETFs are not actively managed, and Thryve Wealth Management will not sell any investments due to current or projected underperformance of the securities, industries, or sector in which it invests, unless the investment is removed from the applicable index, sold in connection with a rebalancing of the index as addressed in the index methodology, or sold to comply with an ETF’s investment limitations (for example, to maintain tax status). This could cause the return to be lower than if the ETFs employed an active strategy. 10  Index Calculation Risk: For passively managed ETFs, each index relies on various sources of information to assess the criteria of issuers included in the index, including fundamental information that may be based on assumptions and estimates. There is no assurance that an index’s calculation methodology or sources of information will provide a correct valuation of securities, nor is there a guarantee of the availability or timeliness of the production of the index. Tracking Error Risk: Tracking error is the divergence of portfolio performance from that of the underlying index or benchmark. Performance may diverge from that of the benchmark for numerous reasons, including security selection, transaction costs, the holding of cash, differences in accrual of dividends, changes to the underlying index, rebalancing, or the need to meet new or existing regulatory requirements. Index Risk - Quarterly Rebalance Risk: Because an index generally changes its exposure based on data only as of the last business day of each quarter, (i) an index’s exposure may be affected by significant market movements at or near quarter end that are not predictive of the market’s performance for the subsequent quarter and (ii) changes to an index’s exposure may lag a significant change in the market’s direction (up or down) by as long as a quarter if such changes first take effect at or near the beginning of a quarter. Such lags between market performance and changes to an index’s exposure may result in significant underperformance relative to the broader equity or fixed income market. Large-Capitalization Companies Risk: Large-capitalization companies may trail the returns of the overall stock market. Large-capitalization stocks tend to go through cycles of doing better – or worse – than the stock market in general. These periods have, in the past, lasted for as long as several years. When large capitalization companies are out of favor, these securities may lose value or may not appreciate in line with the overall market. Mid-Capitalization Companies Risk: The securities of mid-capitalization companies may be more vulnerable to adverse issuer, market, political, or economic developments than securities of larger- capitalization companies. The securities of mid-capitalization companies generally trade in lower volumes and are subject to greater and more unpredictable price changes than larger capitalization stocks or the stock market as a whole. Some mid-capitalization companies have limited product lines, markets, and financial and managerial resources and tend to concentrate on fewer geographical markets relative to larger capitalization companies. Small-Capitalization Companies Risk: The securities of small-capitalization companies may be more vulnerable to adverse issuer, market, political, or economic developments than securities of large- or mid-capitalization companies. The securities of small-capitalization companies generally trade in lower volumes and, during adverse circumstances, may be more difficult to sell and receive a sales price comparable to the value assigned to the security by Thryve Wealth. These securities are subject to greater and more unpredictable price changes than large- or mid-capitalization stocks or the stock market as a whole. There is typically less publicly available information concerning smaller- capitalization companies than for larger, more established companies, which may make the valuation of such securities more difficult if there is not a readily available market price. 11  Emerging Market Risk. Investments in securities and instruments traded in developing or emerging markets, or that provide exposure to such securities or markets, can involve additional risks relating to political, economic, or regulatory conditions not associated with investments in U.S. securities and instruments or investments in more developed international markets. Such conditions could cause investment decisions to be based on less accurate and limited information. Capital Controls and Sanctions Risk: Economic conditions, such as volatile currency exchange rates and interest rates, political events, military action and other conditions may, without prior warning, lead to foreign government intervention (including intervention by the U.S. government with respect to foreign governments, economic sectors, foreign companies, and related securities and interests) and the imposition of capital controls and/or sanctions, which may also include retaliatory actions of one government against another government, such as seizure of assets. Capital controls and/or sanctions include the prohibition of, or restrictions on, the ability to transfer currency, securities, or other assets. Capital controls and/or sanctions may negatively impact the value and/or liquidity of securities or currency to which they are applied. Currency Exchange Risk. Changes in currency exchange rates and the relative value of non-U.S. currencies may negatively impact the value of investments. Currency exchange rates can be very volatile and can change quickly and unpredictably. As a result, the value of an investment may change quickly and without warning. Credit Risk. The financial condition of an issuer of a debt security or other instrument may cause such issuer to default, become unable to pay interest or principal due or otherwise fail to honor its obligations or cause such issuer to be perceived (whether by market participants, rating agencies, pricing services or otherwise) as being in such situations. The value of an investment may change quickly and without warning in response to issuer defaults, changes in the credit ratings of portfolio investments and/or perceptions related thereto. Interest Rate Risk. Interest rate risk is the risk that fixed income securities will decline in value because of an increase in interest rates and changes to other factors, such as perception of an issuer’s creditworthiness. Portfolios with higher durations generally are subject to greater interest rate risk, usually making them more volatile than debt securities, such as bonds, with shorter durations. For example, the price of a security with a seven-year duration would be expected to drop by approximately 7% in response to a 1% increase in interest rates. Structured Products Risk. Certain ETFs may invest in structured products, including CLOs, CDOs, CMOs, and other asset-backed securities and debt securitizations. Some structured products have credit ratings but are typically issued in various classes with various priorities. Normally, structured products are privately offered and sold (that is, they are not registered under the securities laws) and may be characterized as illiquid securities; however, an active dealer market may exist for structured products that qualify for Rule 144A transactions. The senior and junior tranches of structured products may have floating or variable interest rates. The equity tranches of a structured product, which typically represent the first loss position in the structured product, are unrated and are subject to higher risks. Equity tranches of structured products typically do not have a fixed coupon and payments on equity tranches will be based on the income received from the underlying 12  collateral and the payments made to the senior tranches, both of which may be based on floating rates based on a benchmark interest rate. Closed-End Funds. Closed-end funds (CEFs) are investment vehicles actively managed by investment advisors. They are distinguished by their unique features and benefits. Shares of CEFs are created through an initial public offering (IPO), after which they trade on an exchange, similar to stocks. As a result of trading on an exchange, CEFs will have both a market price and a net asset value (NAV). Market prices fluctuate based on supply and demand and typically trade above (premium) or below (discount) the fund’s NAV. The primary negative effect of the closed-end structure is the possibility of illiquidity. Since shares cannot be purchased or sold directly through the fund company, there are limitations on trading volume. If an order is placed, which would materially increase the day’s trading volume above the average, the price rises to correct this increase in demand. Likewise, if an investor wishes to sell an unusually large number of shares, the price will drop to a level where there are enough investors willing to purchase this large number of shares. The potential effect of reduced liquidity is that CEFs can experience share price volatility above that of mutual funds. Real Estate Investment Trusts (“REITs”). REITs are typically investments in large-scale, income producing real estate. A REIT is a company that owns and typically operates income-producing real estate or related assets such as office buildings, shopping malls, apartments, hotels, warehouses, and mortgages or loans. Unlike other real estate companies, a REIT does not develop real estate properties to resell them. Instead, a REIT buys and develops properties primarily to operate as part of an investment portfolio. Many REITs are registered with the SEC and can be offered publicly through a stock exchange (exchange-traded) or not publicly offered (non- exchange traded). Depending on the type of offering, REITs can involve special risks such as lack of liquidity, transparency in share value, and method used to pay distributions. Digital Assets and Bitcoin Risk. The investment characteristics of digital assets (“Digital Assets”) which includes, but is not limited to, virtual currencies, crypto-currencies, and digital coins and tokens, generally differ from those of traditional currencies, commodities or securities. Importantly, Digital Assets are not backed by a central bank or a national, supra-national or quasi- national organization, any hard assets, human capital, or other form of credit. Rather, Digital Assets are market-based: a Digital Asset’s value is determined by (and fluctuates often, according to) supply and demand factors, the number of merchants that accept it, and/or the value that various market participants place on it through their mutual agreement, barter or transactions. Certain activities that we undertake in connection with holding Digital Assets can lead to significant risks, such as limitations on liquidity or a risk of loss or theft due to malicious actions, network interruptions or a failure by third-party validators to validate transactions. The growth and use of Digital Assets generally is subject to a high degree of uncertainty. The future of the industry likely depends on several factors, including, but not limited to: (a) economic and regulatory conditions relating to Digital Assets, including digital currencies; (b) government regulation of the use of and access to Digital Assets, including digital currencies; (c) government regulation of Digital Asset and digital currency service providers, administrators or exchanges; (d) the domestic and global market demand for—and availability of—other forms of Digital Asset/digital currency or payment 13  methods; and (e) uniquely regarding Bitcoin, the security, integrity and adoption of the Bitcoin network source code protocol. Any slowing or stopping of the development or acceptance of Digital Assets or a Digital Asset network or Bitcoin or the Bitcoin network, may adversely affect a client’s account. Digital assets exposure may be obtained through investment in ETPs that primarily hold Bitcoin or Bitcoin futures. For risks related to ETPs and ETFs generally, see “ETP and ETF Risks” below. Alternative Investments Risk. Investments classified as “alternative investments” may include a broad range of underlying assets including, but not limited to, hedge funds, private equity, venture capital, and registered, publicly traded securities. Alternative investments are speculative, not suitable for all clients and intended for only experienced and sophisticated investors who are willing to bear the high risk of the investment, which can include: loss of all or a substantial portion of the investment due to leveraging, short-selling, or other speculative investment practices; lack of liquidity in that there may be no secondary market for the fund and none expected to develop; volatility of returns; potential for restrictions on transferring interest in the fund; potential lack of diversification and resulting higher risk due to concentration of trading authority; absence of information regarding valuations and pricing; potential for delays in tax reporting; less regulation and typically higher fees than other investment options such as mutual funds. ETF and ETP Risks: The following are potential risks associated with ETFs and ETPs generally. Authorized Participants, Market Makers and Liquidity Providers Concentration Risk: ETFs and ETPs have a limited number of financial institutions that may act as Authorized Participants (“APs”). In addition, there may be a limited number of market makers and/or liquidity providers in the marketplace. To the extent either of the following events occur, an ETF’s or ETP’s shares may trade at a material discount to NAV and possibly face delisting: (i) APs exit the business or otherwise become unable to process creation and/or redemption orders and no other APs step forward to perform these services, or (ii) market makers and/or liquidity providers exit the business or significantly reduce their business activities and no other entities step forward to perform their functions. Premium-Discount Risk: An ETF’s or ETP’s shares may trade above or below their net asset value (“NAV”). The market prices of shares will generally fluctuate in accordance with changes in NAV as well as the relative supply of, and demand for, shares on NYSE Arca, Inc. (“Exchange”) or other securities exchanges. The trading price of shares may deviate significantly from NAV during periods of market volatility or limited trading activity in shares. Cost of Trading Risk: Buying or selling shares of an ETF or ETP in the secondary market may require an investor to pay brokerage commissions or other charges imposed by brokers as determined by that broker. Brokerage commissions are often a fixed amount and may be a significant proportional cost for investors seeking to buy or sell relatively small amounts of shares. Trading Risk: There can be no assurance that an active or liquid trading market for ETF or ETP shares will be maintained. In addition, trading in ETF or ETP shares on the exchange may be halted. In stressed market conditions, the liquidity of an ETF’s or ETP’s shares may begin to mirror the 14  liquidity of its underlying portfolio holdings, which can be less liquid than the ETF’s or ETP’s shares, potentially causing the market price of the ETF’s or ETP’s shares to deviate from its NAV. Sector Risk: The following are potential risks associated with particular sectors of the economy. To the extent that an ETF invests more heavily in certain sectors, performance will be especially sensitive to developments and disruptions that affect those sectors. This will also affect investments of client accounts that invest in ETFs or an account managed based on a Model Portfolio that invests in ETFs. Energy Sector Risk: The market value of securities in the energy sector may decline for many reasons, including fluctuations in energy prices and supply and demand of energy fuels caused by geopolitical events, the success of exploration projects, weather or meteorological events, taxes, increased governmental or environmental regulation, resource depletion, rising interest rates, declines in domestic or foreign production, accidents or catastrophic events that result in injury, loss of life or property, pollution or other environmental damage claims, terrorist threats or attacks, and other factors. Markets for various energy-related commodities can have significant volatility and are subject to control or manipulation by large producers or purchasers. Companies in the energy sector may need to make substantial expenditures, and may incur significant amounts of debt, to maintain or expand their reserves through exploration of new sources of supply, through the development of existing sources, through acquisitions, or through long-term contracts to acquire reserves. Factors adversely affecting producers, refiners, distributors, or others in the energy sector may adversely affect companies that service or supply those entities, either because demand for those services or products is curtailed, or those services or products come under price pressure. Issuers in the energy sector may also be impacted by changing investor and consumer preferences arising from the sector’s potential exposure to sustainability and environmental concerns. Technology Sector Risk: Technology companies, including information technology companies, may have limited product lines, financial resources and/or personnel. Technology companies typically face intense competition and potentially rapid product obsolescence. They are also heavily dependent on intellectual property rights and may be adversely affected by the loss or impairment of those rights. Companies in the technology sector also face increased government regulation, including new regulations and scrutiny related to data privacy, and may be subject to adverse government or regulatory actions, which may be costly. Healthcare Sector Risk: The healthcare sector includes companies relating to medical and healthcare goods and services, such as companies engaged in manufacturing medical equipment, supplies and pharmaceuticals, as well as operating healthcare facilities and the provision of managed healthcare. Companies in this sector may be affected by government regulations, including new regulations and scrutiny related to data privacy, and government healthcare programs, increases or decreases in the cost of medical products and services and product liability claims, among other factors. Many healthcare companies are heavily 15  dependent on patent protection, and the expiration of a company’s patent may adversely affect that company’s profitability. Healthcare companies are subject to competitive forces that may result in price discounting and may be thinly capitalized and susceptible to product obsolescence. Companies in the healthcare sector may be subject to adverse government or regulatory actions, which may be costly. Industrials Sector Risk: The industrials sector includes, for example, aerospace and defense, non-residential construction, engineering, machinery, transportation, and commercial and professional services companies. This sector can be significantly affected by, among other things, business cycle fluctuations, worldwide economic growth, international political and economic developments, exchange rates, commodity prices, environmental issues, government and corporate spending, supply and demand for specific products and manufacturing, and government regulation. Consumer Discretionary Sector Risk: The consumer discretionary sector includes, for example, automobile, textile, and retail companies. This sector can be significantly affected by, among other things, changes in domestic and international economies, exchange and interest rates, economic growth, worldwide demand, supply chain constraints, and social trends. Success of companies in the consumer discretionary sector also depends heavily on disposable household income and consumer spending, which can be negatively impacted by inflationary pressures on consumers. Financials Sector Risk: The financials sector includes, for example, banks and financial institutions providing mortgage and mortgage related services. This sector can be significantly affected by, among other things, changes in interest rates, government regulation, the rate of defaults on corporate, consumer and government debt, the availability and cost of capital, and fallout from the housing and sub-prime mortgage crisis. Reliance on Technology and Errors: Thryve Wealth Management relies on certain financial, accounting, data processing and other operational systems and services of third-party service providers, including third party administrators, counterparties and brokers. These systems may be subject to certain defects, failures or interruptions. Errors may be made in the confirmation or settlement of transactions. Such errors or disruptions may lead to financial losses and disruption of client trading activities. In addition, Thryve Wealth Management utilizes various sources of technology to formulate its advice and develop recommendations, including technology provided by third-party service providers. A technological defect or malfunction could negatively impact a client’s account. Hardware and software are known to have errors, omissions, imperfections and malfunctions (collectively, “Coding Errors”). Coding Errors in third-party software are generally entirely outside of Thryve Wealth Management’s control. Coding Errors can be exacerbated by the lack of or incomplete design or specifications, and can go undetected for periods of time or never be detected such that the impact caused by such Coding Errors can compound over time. Clients should assume that Coding Errors are present in the technology utilized by Thryve Wealth Management and its 16  service providers, and there are risks and impacts to its use that could materially adversely affect a client’s portfolio. Coding Errors could result in, among other things, the failure to properly gather and organize available data, the failure to correctly analyze data, the failure to generate intended or optimal investment outputs and the failure to adequately complete a desired function or monitor participant accounts. Further, to the extent that a software or hardware malfunction or problem is caused by a defect, security breach, virus or other outside force, participants could be materially adversely affected. Systems and Operational Risk: The Firm relies on certain financial, accounting, data processing and other operational systems and services of third-party service providers, including third party administrators, counterparties, and brokers. These systems may be subject to certain defects, failures, or interruptions. Errors may be made in the confirmation or settlement of transactions. Such errors or disruptions may lead to financial losses and disruption of client trading activities. Cybersecurity Risk: Information and technology systems used may be vulnerable to potential damage or interruption from computer viruses, network failures, computer and telecommunication failures, infiltration by unauthorized persons and security breaches, usage errors, power outages and catastrophic events such as fires and flood, and other natural disasters and related business disruptions. Natural Disasters, Epidemics, Pandemics Risk: Areas in which Thryve Wealth Management has offices or where it otherwise does business are susceptible to natural disasters (e.g., fire, flood, earthquake, storm and hurricane) and epidemics, pandemics or other outbreaks of serious contagious diseases (e.g., MERS, COVID19, etc.). The occurrence of a natural disaster, epidemic or pandemic could adversely affect and severely disrupt the business operations, economies and financial markets of many countries (even beyond the site of the natural disaster or epidemic) and could adversely affect Thryve Wealth Management’s investment program and its ability to do business. ITEM 9. DISCIPLINARY INFORMATION There are no legal, regulatory or disciplinary events involving Thryve Wealth Management or its management persons. Thryve Wealth Management values the trust clients place in us. We encourage you to perform the requisite due diligence on any advisor or service provider that you engage. The backgrounds of the Firm and its Advisory Persons are available on the Investment Adviser Public Disclosure website at www.adviserinfo.sec.gov by searching with the Firm’s name or CRD# 335920. ITEM 10. OTHER FINANCIAL INDUSTRY ACTIVITIES AND AFFILIATIONS The sole business of Thryve Wealth Management and its management persons is to provide investment advisory services to its xlients. Neither Thryve Wealth Management nor its management persons are involved in other business endeavors. We do not maintain any affiliations 17  with other firms other than contracted service providers to assist with the servicing of its client’s accounts. ITEM 11. CODE OF ETHICS, PARTICIPATION OR INTEREST IN CLIENT TRANSACTIONS AND PERSONAL TRADING Code of Ethics: Thryve Wealth Management has adopted a written Code of Ethics (the “Code”) designed to address and avoid potential conflicts of interest as required under Rule 204A-1 under the Investment Advisers Act of 1940, as amended (the “Advisers Act”). The Code will set forth a standard of business conduct and compliance with federal securities laws for all employees of the Firm and will describe Thryve Wealth Management’s duties and responsibilities to its clients. As part of its Code, Thryve Wealth Management has established procedures reasonably designed to prevent the abuse of material non-public information, which includes procedures for, among other things, disclosure and attestations of Firm Access Persons’ discretionary and non- discretionary beneficially owned personal trading accounts, transactions in Reportable Securities (as defined in Advisers Act Rule 204A-1) for those accounts that are discretionary, and the use and maintenance of restricted trading lists when applicable. Thryve Wealth Management will provide a complete copy of the Code to any current or prospective client or investor upon request sent to the Chief Compliance Officer (“CCO”), Nicole Saragosa - nicole.saragosa@thryvewm.com. Conflicts of Interest and Their Resolution: From time to time, Thryve Wealth Management and its related entities may engage in a broad range of activities, including investment activities for their own accounts Thryve Wealth Management’s Code of Ethics will document policies and procedures to help identify, disclose, and mitigate against risks associated with conflicts of interest. Certain of these conflicts of interest, as well as a description of how the Firm addresses such conflicts of interest, can be found below. Personal Trading: We have implemented guidelines regarding personal securities transactions designed to prevent Thryve Wealth Management’s access persons from profiting personally, directly or indirectly, as a result of knowledge about a security or transaction. Thryve Wealth Management access persons may at times buy or sell securities that are also held by clients. Client orders are given priority. Access persons’ personal trading is reviewed by the CCO. If any Thryve Wealth Management employee believes they have obtained material, nonpublic information (“MNPI”), they are required to bring that information to the CCO. Any publicly traded companies on which Thryve Wealth Management obtains MNPI will be added to the restricted list and access persons will be prohibited from transacting, both directly and indirectly through “tipping”, in securities on the restricted list. Further, all access persons are required to obtain preclearance from the CCO prior to participating in any initial public offering (“IPO”), private placement, or limited offering. ITEM 12. BROKERAGE PRACTICES 18  Thryve Wealth Management does not have discretionary authority to select the broker- dealer/custodian for custody and execution services. You will engage the broker-dealer/custodian (herein the "qualified custodian") to safeguard your assets and authorize Thryve Wealth Management to direct trades to the qualified custodian as agreed upon in the wealth management agreement. Further, Thryve Wealth Management does not have the discretionary authority to negotiate commissions on behalf of clients on a trade-by-trade basis. Where Thryve Wealth Management does not exercise discretion over the selection of the qualified custodian, it may recommend the qualified custodian to clients for custody and execution services. Clients are not obligated to use the qualified custodian recommended by the Advisor and will not incur any extra fee or cost associated with using a custodian not recommended Thryve Wealth Management. However, we may be limited in the services it can provide if the recommended custodian is not engaged. Thryve Wealth Management may recommend the qualified custodian based on criteria such as, but not limited to, reasonableness of commissions charged to clients, services made available to clients, and its reputation and/or the location of the qualified custodian’s offices. The Firm will generally recommend that clients establish their account[s] at Charles Schwab & Co., Inc. (“Schwab”), a FINRA-registered broker-dealer and member SIPC. The Firm maintains institutional relationships with and Schwab, whereby we receive economic benefit. Following are additional details regarding the brokerage practices of the Firm: 1. Soft Dollars - Soft dollars are revenue programs offered by broker-dealers/custodians whereby an advisor enters into an agreement to place security trades with a broker-dealer/custodian in exchange for research and other services. Thryve Wealth Management does not participate in soft dollar programs sponsored or offered by any broker-dealer/custodian. However, the Advisor receives certain economic benefits from the Custodian. Please see Item 14 below. 2. Brokerage Referrals - Thryve Wealth Management does not receive any compensation from any third party in connection with the recommendation for establishing an account. 3. Directed Brokerage - All clients are serviced on a “directed brokerage basis”, where Thryve Wealth Management will place trades within the established account[s] at the qualified custodian designated by the client. Further, all client accounts are traded within their respective account[s]. The Firm will not engage in any principal transactions (i.e., trade of any security from or to the Firm’s own account) or cross transactions with other client accounts (i.e., purchase of a security into one client account from another client’s account[s]). Thryve Wealth Management will not be obligated to select competitive bids on securities transactions and does not have an obligation to seek the lowest available transaction costs. These costs are determined by the qualified custodian. 19  Aggregating and Allocation of Trades Where appropriate, we combine or block multiple orders for shares of the same securities purchased for client accounts under our management. We will then distribute a portion of the transaction shares to participating accounts in a fair and equitable manner. The distribution of the shares purchased is typically proportionate to the size of the account, but it is not based on account performance or the amount, or structure of management fees. Subject to our discretion regarding factual and market conditions, when we combine orders, each participating account pays an average price per share for all transactions and pays a proportionate share of all transaction costs. Accounts owned by Thryve Wealth Management or people associated with Thryve Wealth Management can participate in block trading with client accounts, however, they will not be given preferential treatment. ITEM 13. REVIEW OF ACCOUNTS Thryve Wealth Management’s IC regularly reviews client accounts to ensure compliance with each client’s investment policy statement. We monitor client accounts on a periodic basis and conduct account reviews at least once per year. The reviews will seek to ensure the advisory services provided and portfolio allocation established are consistent with a client’s current needs and investment objectives. Additional reviews may be conducted based on various circumstances, including, but not limited to, contributions and withdrawals, year-end tax planning, market moving events, security-specific events, and changes in a client’s risk or return goals. Thryve Wealth Management will provide reports to wealth management clients at least annually that contain relevant account and market-related information. Clients will also be given access to an online portal to view their account information on-demand. Clients will receive trade confirmations and quarterly (or more frequent) statements directly from the account custodian. Advisory planning services are provided on a one-time basis and therefore are not subject to any ongoing account review. ITEM 14. CLIENT REFERRALS AND OTHER COMPENSATION We maintain certain solicitation or referral arrangements in which we directly compensate third parties (“Promoters”) to solicit or refer clients to us. We enter into an agreement with each Promoter which covers compensation paid to the Promoter and any material conflicts of interest, and comply with the disclosure, oversight, and disqualification requirements applicable to such relationships under applicable law. If you become a client as a result of a Promoter referral, the Promoter will generally receive a percentage of the gross investment advisory fee you pay our firm. Clients will not pay additional fees as a result of any referral arrangement. Referral fees paid to a Promoter generally are contingent upon your entering into an advisory agreement with our firm. Because we generally pay Promoters a part of the fees you may pay us, Promoters have an incentive to recommend us and that creates a material conflict of interest. 20  ITEM 15. CUSTODY Thryve Wealth Management does not accept or maintain custody of any client accounts, except for the authorized deduction of advisory fees and certain standing letters of authorizations to move money from client accounts. All clients must place their assets with a “qualified custodian”. Clients are required to engage the qualified custodian to retain their funds and securities and direct Thryve Wealth Management to utilize that qualified custodian for the client’s security transactions. Clients should review statements provided by the qualified custodian and compare to any reports provided by Thryve Wealth Management to ensure accuracy, as the qualified custodian does not perform this review. For more information about custodians and brokerage practices, see Item 12 – Brokerage Practices. If the client gives the Firm authority to move money from one account to another account via standing letters of authorization, the Firm may also be deemed to have custody of those assets. In order to avoid additional regulatory requirements, the qualified custodian and the Firm have the following criteria in place: 1. You provide a written, signed instruction to the qualified custodian that includes the third party's name and address or account number at a custodian. 2. You authorize us in writing to direct transfers to the third party either on a specified schedule or from time to time. 3. Your qualified custodian verifies your authorization (e.g., signature review) and provides a transfer of funds notice to you promptly after each transfer. 4. You can terminate or change the instruction. 5. We have no authority or ability to designate or change the identity of the third party, the address, or any other information about the third party. 6. We maintain records showing that the third party is not a related party to us nor located at the same address as us. 7. Your qualified custodian sends you, in writing, an initial notice confirming the instruction and an annual notice reconfirming the instruction. ITEM 16. INVESTMENT DISCRETION If you choose our discretionary advisory service, you grant our firm discretion over the selection and amount of securities to be purchased or sold for your account(s) without obtaining your consent or approval prior to each transaction. You can specify investment objectives, guidelines and/or impose certain conditions or investment parameters for your account(s). Please refer to Item 4 - Advisory Business above for more information on our discretionary management services. 21  ITEM 17. VOTING CLIENT SECURITIES Thryve Wealth Management generally may retain proxy voting authority over wealth management client accounts. Where Thryve Wealth Management has proxy voting authority, we will generally vote in favor of and advocate for board members and proposals that focus companies exclusively on the pursuit of maximizing shareholder value over all other agendas. The Firm will generally vote against board members and proposals that advance social or political agendas unrelated to driving corporate value. More specifically, the Firm will vote in favor of board members and proposals that the Firm believes will lead companies to be mission driven, customer centric, merit-based, and financially disciplined. A copy of the Firm’s proxy voting policies and procedures are available upon request. ITEM 18. FINANCIAL INFORMATION There are no financial conditions that are reasonably likely to impair Thryve Wealth Management’s ability to meet its contractual commitments to its clients. In addition, we do not act as a custodian, have access to client account distributions beyond the direct debit of fees or client established SLOAs, or require the prepayment of fees from clients of more than $1,200 six months or more in advance. As a result, we are not required to provide clients with our balance sheet. 22