Tolley Financial Group, LLC

Item 1: Cover Page Tolley Financial Group, LLC 7101 Creedmoor Road, Suite 123 Raleigh, NC 27613 Form ADV Part 2A – Firm Brochure 919-747-9698 Dated August 11, 2026 www.tolleyfinancialgroup.com This Brochure provides information about the qualifications and business practices of Tolley Financial Group, LLC, “Tolley Financial”. If you have any questions about the contents of this Brochure, please contact us at (919) 561-0063. 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. Tolley Financial Group, LLC is registered as an investment adviser with the U.S. Securities and Exchange Commission. Registration of an investment adviser does not imply any level of skill or training. Additional information about Tolley Financial is available on the SEC’s website at www.adviserinfo.sec.gov which can be found using the firm’s identification number 302115. 1  Since the last annual filing of the Form ADV Part 2A, dated March 5, 2026, the following material change has occurred: Item 2: Material Changes • Items 1 & 4: Effective May 7, 2026, we are registered with the U.S. Securities and Exchange Commission. Registration of an investment adviser does not imply any level of skill or training. Please note, this section only discusses changes we consider material and not all changes made. Item 3: Table of Contents Contents Item 1: Cover Page ............................................................................................................................................. 1 Item 2: Material Changes ................................................................................................................................... 2 Item 3: Table of Contents .................................................................................................................................. 2 Item 4: Advisory Business .................................................................................................................................. 3 Item 5: Fees and Compensation ........................................................................................................................ 6 Item 6: Performance-Based Fees and Side-By-Side Management ..................................................................... 8 Item 7: Types of Clients ...................................................................................................................................... 8 Item 8: Methods of Analysis, Investment Strategies and Risk of Loss ................................................................ 8 Item 9: Disciplinary Information ...................................................................................................................... 11 Item 10: Other Financial Industry Activities and Affiliations ............................................................................ 11 Item 11: Code of Ethics, Participation or Interest in Client Transactions and Personal Trading ....................... 12 Item 12: Brokerage Practices ........................................................................................................................... 14 Item 13: Review of Accounts ........................................................................................................................... 14 Item 14: Client Referrals and Other Compensation ......................................................................................... 15 Item 15: Custody .............................................................................................................................................. 15 Item 16: Investment Discretion........................................................................................................................ 15 Item 17: Voting Client Securities ...................................................................................................................... 15 Item 18: Financial Information ......................................................................................................................... 16 Business Continuity Plan Notice ....................................................................................................................... 16 Privacy Notice .................................................................................................................................................. 17 Form ADV Part 2B – Brochure Supplement ...................................................................................................... 18 2  Description of Advisory Firm Item 4: Advisory Business Tolley Financial Group, LLC, is registered as an investment adviser with the U.S. Securities and Exchange Commission. We were founded in December of 2016. Thomas Jacob Tolley is the principal owner of Tolley Financial. As of December 31, 2025, Tolley Financial Group, LLC manages $121,857,197 on a discretionary basis and $0.00 on a non-discretionary basis. Types of Advisory Services Investment Management Services We are in the business of managing individually tailored investment portfolios. Our firm provides continuous advice to a client regarding the investment of client funds based on the individual needs of the client. Through personal discussions in which goals and objectives based on a client's particular circumstances are established, we develop a client's personal investment policy or an investment plan with an asset allocation target and create and manage a portfolio based on that policy and allocation target. During our data-gathering process, we determine the client’s individual objectives, time horizons, risk tolerance, and liquidity needs. We may also review and discuss a client’s prior investment history, as well as family composition and background. Account supervision is guided by the stated objectives of the client (e.g., maximum capital appreciation, growth, income, or growth and income), as well as tax considerations. Clients may impose reasonable restrictions on investing in certain securities, types of securities, or industry sectors. Fees pertaining to this service are outlined in Item 5 of this brochure. Tolley Financial also advises on Delaware Statutory Trusts (DST) and IRC code section #1031 exchanges for those high-net-worth clients looking to make investments that provide tax deferral advantages. Financial Planning Financial planning is a comprehensive evaluation of a client’s current and future financial state by using currently known variables to predict future cash flows, asset values and withdrawal plans. The key defining aspect of financial planning is that through the financial planning process, all questions, information and analysis will be considered as they impact and are impacted by the entire financial and life situation of the client. Clients purchasing this service will receive a written or an electronic report, providing the client with a detailed financial plan designed to achieve his or her stated financial goals and objectives. The client always has the right to decide whether or not to act upon our recommendations. If the client elects to act on any of the recommendations, the client always has the right to affect the transactions through anyone of their choosing. In general, the financial plan will address any or all of the following areas of concern. The client and advisor will work together to select the specific areas to cover. These areas may include, but are not limited to, the following: 3  • Business Planning: We provide consulting services for clients who currently operate their own business, are considering starting a business, or are planning for an exit from their current business. Under this type of engagement, we work with you to assess your current situation, identify your objectives, and develop a plan aimed at achieving your goals. • Cash Flow and Debt Management: We will conduct a review of your income and expenses to determine your current surplus or deficit along with advice on prioritizing how any surplus should be used or how to reduce expenses if they exceed your income. Advice may also be provided on which debts to pay off first based on factors such as the interest rate of the debt and any income tax ramifications. We may also recommend what we believe to be an appropriate cash reserve that should be considered for emergencies and other financial goals, along with a review of accounts (such as money market funds) for such reserves, plus strategies to save desired amounts. • College Savings: Includes projecting the amount that will be needed to achieve college or other post- secondary education funding goals, along with advice on ways for you to save the desired amount. Recommendations as to savings strategies are included, and, if needed, we will review your financial picture as it relates to eligibility for financial aid or the best way to contribute to grandchildren (if appropriate). • Employee Benefits Optimization: We will provide review and analysis as to whether you, as an employee, are taking the maximum advantage possible of your employee benefits. If you are a business owner, we will consider and/or recommend the various benefit programs that can be structured to meet both business and personal retirement goals. • Estate Planning: This usually includes an analysis of your exposure to estate taxes and your current estate plan, which may include whether you have a will, powers of attorney, trusts and other related documents. Our advice also typically includes ways for you to minimize or avoid future estate taxes by implementing appropriate estate planning strategies such as the use of applicable trusts. We always recommend that you consult with a qualified attorney when you initiate, update, or complete estate planning activities. We may provide you with contact information for attorneys who specialize in estate planning when you wish to hire an attorney for such purposes. From time-to-time, we will participate in meetings or phone calls between you and your attorney with your approval or request. • Financial Goals: We will help clients identify financial goals and develop a plan to reach them. We will identify what you plan to accomplish, what resources you will need to make it happen, how much time you will need to reach the goal, and how much you should budget for your goal. • Insurance: Review of existing policies to ensure proper coverage for life, health, disability, long-term care, liability, home and automobile. • Investment Analysis: This may involve developing an asset allocation strategy to meet clients’ financial goals and risk tolerance, providing information on investment vehicles and strategies, reviewing 4  employee stock options, as well as assisting you in establishing your own investment account at a selected broker/dealer or custodian. The strategies and types of investments we may recommend are further discussed in Item 8 of this brochure. • Retirement Planning: Our retirement planning services typically include projections of your likelihood of achieving your financial goals, typically focusing on financial independence as the primary objective. For situations where projections show less than the desired results, we may make recommendations, including those that may impact the original projections by adjusting certain variables (e.g., working longer, saving more, spending less, taking more risk with investments). If you are near retirement or already retired, advice may be given on appropriate distribution strategies to minimize the likelihood of running out of money or having to adversely alter spending during your retirement years. • Tax Planning Strategies: Advice may include ways to minimize current and future income taxes as a part of your overall financial planning picture. For example, we may make recommendations on which type of account(s) or specific investments should be owned based in part on their “tax efficiency,” with consideration that there is always a possibility of future changes to federal, state or local tax laws and rates that may affect your situation. We recommend that you consult with a qualified tax professional before initiating any tax planning strategy, and we may provide you with contact information for accountants or attorneys who specialize in this area if you wish to hire someone for such purposes. We will participate in meetings or phone calls between you and your tax professional with your approval. Retirement Plan Consulting Tolley Financial may provide both fiduciary and non-fiduciary services as a consultant to plan sponsors, named fiduciaries, plan trustees, and plan committees relative to employee benefit plans, including, but not limited to, 401(k) plans, 403(b) plans, defined benefit plans, profit-sharing plans, money purchase pension plans and similar plans offered by sponsoring entities to their employees. In providing services to a plan and/or its participants, our status is that of an investment adviser registered under the North Carolina Investment Advisers Act and is not subject to any disqualifications under Section 411 of ERISA. In performing fiduciary services, Tolley Financial will act either as a non-discretionary fiduciary of the plan as defined in Section 3(21) under ERISA, or as a discretionary fiduciary of the plan as defined in Section 3(38) under ERISA. As part of these services, we will typically advise the plan fiduciaries on matters related to the plan which can include (1) identifying investment objectives and restrictions within an Investment Policy Statement; (2) maintaining compliance with the plan’s Investment Policy Statement; (3) fulfilling continual and periodic fiduciary responsibilities; (4) selecting mutual funds that plan participants can choose as their funding vehicles; (5) monitoring performance of mutual funds and making recommendations for changes; (6) selecting other service providers, such as custodians, administrators and broker-dealers; and (7) educating employees/participants. These consulting services may be provided separately or in combination and may involve the coordination of multiple vendors and/or third-party advisors to the plan, depending on the needs 5  of the sponsor. The specific details of any engagement to provide consulting services are agreed upon in writing prior to commencement of the engagement and are subject to the terms of the written agreement. Client Tailored Services and Client Imposed Restrictions We offer the same suite of services to all of our clients. However, specific client financial plans and their implementation are dependent upon a client Investment Policy Statement, which outlines each client’s current situation (income, tax levels, and risk tolerance levels) and is used to construct a client specific plan to aid in the selection of a portfolio that matches restrictions, needs, and targets. Wrap Fee Programs We do not participate in wrap fee programs. Item 5: Fees and Compensation Please note, unless a client has received the firm’s disclosure brochure at least 48 hours prior to signing the investment advisory contract, the investment advisory contract may be terminated by the client within five (5) business days of signing the contract without incurring any advisory fees and without penalty. How we are paid depends on the type of advisory service we are performing. Please review the fee and compensation information below. Investment Management Services Our standard advisory fee is based on the market value of the assets under management and is calculated as follows: Account Value Annual Advisory Fee 1.25% $0 - $1,000,000 1.00% $1,000,000 - $2,500,000 0.75% $2,500,000 - $5,000,000 0.50% $5,000,000 - $10,000,000 0.25% $10,000,001 and Above The annual fees are negotiable and are pro-rated and paid in advance on a quarterly basis. The advisory fee is a tiered fee and is calculated by assessing the percentage rates using the predefined levels of assets as shown in the above chart, resulting in a combined weighted fee. For example, an account valued at $3,000,000 would pay an effective fee of 1.04% with the annual fee of $31,250.00. The quarterly fee is determined by the following calculation: (($1,000,000 x 1.25%) + ($1,500,000 x 1.00%) + ($1,000,000 x 0.75)) ÷ 4 = $7,812.50. No increase in the annual fee shall be effective without agreement from the client by signing a new agreement or amendment to their current advisory agreement. Advisory fees are directly debited from client accounts, or the client may choose to pay by check. Accounts initiated or terminated during a billing period will be charged a pro-rated fee based on the amount of time 6  remaining in the billing period. An account may be terminated with written notice at least 15 calendar days in advance. Upon termination of the account, any unearned fee will be refunded to the client on a prorated basis. Retirement Plan Consulting Fee Assets Annual Advisory Fee 0.85% $0 - $1,000,000 0.75% $1,000,000 - $3,000,000 0.65% $3,000,000 - $5,000,000 0.55% $5,000,000 - $10,000,000 0.45% $10,000,000 - $15,000,000 0.35% $15,000,000 - $20,000,000 0.25% $20,000,000 and Above The annual fees are negotiable and are pro-rated and paid in arrears on a quarterly basis. The advisory fee is a flat fee. The minimum annual management fee for 401(k) Plan Investment Advisory services is $850. No increase in the annual fee shall be effective without agreement from the client by signing a new agreement or amendment to their current advisory agreement. In addition to Tolley Financial Group, LLC’s 401(k) Plan Investment Advisement fees, additional fees charged by third-party plan administration and broker-custody service providers apply and are to be paid by the Client. An additional transition service fee of up to $10,000, depending on complexity, may be applied when transitioning a retirement plan from one record keeper to another. This is a one-time fee. . Advisory fees are deducted in arrears on a quarterly basis from plan participants’ assets or billed directly to the plan sponsor as determined and outlined in the Agreement Advisory fees are directly debited from client accounts, or the client may choose to pay by check. Accounts initiated or terminated during a billing period will be charged a pro-rated fee based on the amount of time remaining in the billing period. An account may be terminated with written notice at least 15 calendar days in advance. Since fees are paid in arrears, no rebate will be needed upon termination of the account. Financial Planning Fixed Fee Financial Planning will generally be offered on a fixed fee basis. The fixed fee will be agreed upon before the start of any work. The fixed fee can range between $1,500.00 and $4,000.00. The fee is negotiable. If a fixed fee program is chosen, half of the fee is due at the beginning of process and the remainder is due at completion of work, however, Tolley Financial will not bill an amount above $500.00 more than 6 months in advance. In the event of early termination, the client will not be billed. Typically, after a client successfully follows the financial plan for an estimated 12 continuous months, will be moved over to the AUM fee schedule. A new service contract will be signed at that time. 7  Fixed Fee for DST and 1031 Planning When assisting clients with the possibility of utilizing IRC code section #1031, tax deferred exchanges, Tolley Financial may recommend that the client invest their exchange proceeds into DST investments. For these services, Tolley Financial charges a maximum fixed fee of 0.80%. Fee includes the ongoing service for diligence work and recommendations to the client, whether client acts on the recommendation or not). The fee is negotiable with each client. The fee is a result of a number of factors, including the variability of the types of transactions, the amount of properties being sold, the amount of properties being purchased, the amount of DSTs reviewed, analyzed and considered by the client, the amount of properties in each DST, the time, expertise and experience of the advisor, and many other factors. Other Types of Fees and Expenses Our fees are exclusive of brokerage commissions, transaction fees, and other related costs and expenses that may be incurred by the client. Clients may incur certain charges imposed by custodians, brokers, and other third parties such as custodial fees, deferred sales charges, odd-lot differentials, transfer taxes, wire transfer and electronic fund fees, and other fees and taxes on brokerage accounts and securities transactions. Mutual fund and exchange traded funds also charge internal management fees, which are disclosed in a fund’s prospectus. Such charges, fees and commissions are exclusive of and in addition to our fee, and we shall not receive any portion of these commissions, fees, and costs. Item 12 further describes the factors that we consider in selecting or recommending broker-dealers for client’s transactions and determining the reasonableness of their compensation (e.g., commissions). We do not accept compensation for the sale of securities or other investment products including asset-based sales charges or service fees from the sale of mutual funds. We do not offer performance-based fees. Item 6: Performance-Based Fees and Side-By- Side Management We provide financial planning and portfolio management services to individuals, high net-worth individuals and pension and profiting. We do not have a minimum account size requirement. Item 7: Types of Clients Our primary methods of investment analysis are fundamental and technical analysis. Item 8: Methods of Analysis, Investment Strategies and Risk of Loss 8  Fundamental analysis involves analyzing individual companies and their industry groups, such as a company’s financial statements, details regarding the company’s product line, the experience, and expertise of the company’s management, and the outlook for the company’s industry. The resulting data is used to measure the true value of the company’s stock compared to the current market value. The risk of fundamental analysis is that information obtained may be incorrect and the analysis may not provide an accurate estimate of earnings, which may be the basis for a stock’s value. If securities prices adjust rapidly to new information, utilizing fundamental analysis may not result in favorable performance. Technical analysis involves using chart patterns, momentum, volume, and relative strength in an effort to pick sectors that may outperform market indices. However, there is no assurance of accurate forecasts or that trends will develop in the markets we follow. In the past, there have been periods without discernible trends and similar periods will presumably occur in the future. Even where major trends develop, outside factors like government intervention could potentially shorten them. Furthermore, one limitation of technical analysis is that it requires price movement data, which can translate into price trends sufficient to dictate a market entry or exit decision. In a trendless or erratic market, a technical method may fail to identify trends requiring action. In addition, technical methods may overreact to minor price movements, establishing positions contrary to overall price trends, which may result in losses. Finally, a technical trading method may under perform other trading methods when fundamental factors dominate price moves within a given market. Passive Investment Management Passive investing involves building portfolios that are comprised of various distinct asset classes. The asset classes are weighted in a manner to achieve a desired relationship between correlation, risk and return. Funds that passively capture the returns of the desired asset classes are placed in the portfolio. The funds that are used to build passive portfolios are typically index mutual funds or exchange traded funds. Passive investment management is characterized by low portfolio expenses (i.e. the funds inside the portfolio have low internal costs), minimal trading costs (due to infrequent trading activity), and relative tax efficiency (because the funds inside the portfolio are tax efficient and turnover inside the portfolio is minimal). In contrast, active management involves a single manager or managers who employ some method, strategy or technique to construct a portfolio that is intended to generate returns that are greater than the broader market or a designated benchmark. Material Risks Involved All investing strategies we offer involve risk and may result in a loss of your original investment which you should be prepared to bear. Many of these risks apply equally to stocks, bonds, commodities and any other investment or security. Material risks associated with our investment strategies are listed below. Market Risk: Market risk involves the possibility that an investment’s current market value will fall because of a general market decline, reducing the value of the investment regardless of the success of the issuer’s operations or its financial condition. Strategy Risk: The Adviser’s investment strategies and/or investment techniques may not work as intended. 9  Small and Medium Cap Company Risk: Securities of companies with small and micro market capitalizations are often more volatile and less liquid than investments in larger companies. Small and medium cap companies may face a greater risk of business failure, which could increase the volatility of the client’s portfolio. Turnover Risk: At times, the strategy may have a portfolio turnover rate that is higher than other strategies. A high portfolio turnover would result in correspondingly greater brokerage commission expenses and may result in the distribution of additional capital gains for tax purposes. These factors may negatively affect the account’s performance. Limited markets: Certain securities may be less liquid (harder to sell or buy) and their prices may at times be more volatile than at other times. Under certain market conditions we may be unable to sell or liquidate investments at prices we consider reasonable or favorable or find buyers at any price. Concentration Risk: Certain investment strategies focus on particular asset-classes, industries, sectors or types of investment. From time to time these strategies may be subject to greater risks of adverse developments in such areas of focus than a strategy that is more broadly diversified across a wider variety of investments. Interest Rate Risk: Bond (fixed income) prices generally fall when interest rates rise, and the value may fall below par value or the principal investment. The opposite is also generally true: bond prices generally rise when interest rates fall. In general, fixed income securities with longer maturities are more sensitive to these price changes. Most other investments are also sensitive to the level and direction of interest rates. Legal or Legislative Risk: Legislative changes or Court rulings may impact the value of investments, or the securities’ claim on the issuer’s assets and finances. Inflation: Inflation may erode the buying-power of your investment portfolio, even if the dollar value of your investments remains the same. Risks Associated with Securities Apart from the general risks outlined above which apply to all types of investments, specific securities may have other risks. Commercial Paper is, in most cases, an unsecured promissory note that is issued with a maturity of 270 days or less. Being unsecured the risk to the investor is that the issuer may default. Common stocks may go up and down in price quite dramatically, and in the event of an issuer’s bankruptcy or restructuring could lose all value. A slower-growth or recessionary economic environment could have an adverse effect on the price of all stocks. Corporate Bonds are debt securities to borrow money. Generally, issuers pay investors periodic interest and repay the amount borrowed either periodically during the life of the security and/or at maturity. Alternatively, investors can purchase other debt securities, such as zero-coupon bonds, which do not pay current interest, but rather are priced at a discount from their face values and their values accrete over time to face value at maturity. The market prices of debt securities fluctuate depending on such factors as interest rates, credit quality, and maturity. In general, market prices of debt securities decline when interest rates rise and increase when interest rates fall. The longer the time to a bond’s maturity, the greater its interest rate risk. 10  Municipal Bonds are debt obligations generally issued to obtain funds for various public purposes, including the construction of public facilities. Municipal bonds pay a lower rate of return than most other types of bonds. However, because of a municipal bond’s tax-favored status, investors should compare the relative after-tax return to the after-tax return of other bonds, depending on the investor’s tax bracket. Investing in municipal bonds carries the same general risks as investing in bonds in general. Those risks include interest rate risk, reinvestment risk, inflation risk, market risk, call or redemption risk, credit risk, and liquidity and valuation risk. Exchange Traded Funds prices may vary significantly from the Net Asset Value due to market conditions. Certain Exchange Traded Funds may not track underlying benchmarks as expected. Investment Companies Risk. When a client invests in open end mutual funds or ETFs, the client indirectly bears its proportionate share of any fees and expenses payable directly by those funds. Therefore, the client will incur higher expenses, many of which may be duplicative. In addition, the client’s overall portfolio may be affected by losses of an underlying fund and the level of risk arising from the investment practices of an underlying fund (such as the use of derivatives). ETFs are also subject to the following risks: (i) an ETF’s shares may trade at a market price that is above or below their net asset value; (ii) the ETF may employ an investment strategy that utilizes high leverage ratios; or (iii) trading of an ETF’s shares may be halted if the listing exchange’s officials deem such action appropriate, the shares are de-listed from the exchange, or the activation of market-wide “circuit breakers” (which are tied to large decreases in stock prices) halts stock trading generally. The Adviser has no control over the risks taken by the underlying funds in which clients invest. Criminal or Civil Actions Item 9: Disciplinary Information Tolley Financial and its management have not been involved in any criminal or civil action. Administrative Enforcement Proceedings Tolley Financial and its management have not been involved in administrative enforcement proceedings. Self-Regulatory Organization Enforcement Proceedings Tolley Financial and its management have not been involved in legal or disciplinary events that are material to a client’s or prospective client’s evaluation of Tolley Financial or the integrity of its management. No Tolley Financial employee is registered, or has an application pending to register, as a broker-dealer or a registered representative of a broker-dealer. Item 10: Other Financial Industry Activities and Affiliations 11  No Tolley Financial employee is registered, or have an application pending to register, as a futures commission merchant, commodity pool operator or a commodity trading advisor. Tolley Financial only receives compensation directly from clients. We do not receive compensation from any outside source. We do not have any conflicts of interest with any outside party. Thomas Jacob Tolley is licensed as an independent insurance agent. As such, Thomas Jacob Tolley, in his separate capacity as an insurance agent, will be able to purchase insurance and insurance-related investment products (insurance) for your account, for which he will receive separate and customary compensation. While Thomas Jacob Tolley endeavors at all times to put the interest of our clients first as part of our firm's fiduciary duty, you should be aware that the receipt of additional compensation itself creates a conflict of interest and may affect their judgment when making recommendations. Recommendations or Selections of Other Investment Advisers Tolley Financial does not recommend or select other investment advisers. Item 11: Code of Ethics, Participation or Interest in Client Transactions and Personal Trading As a fiduciary, our firm and its associates have a duty of utmost good faith to act solely in the best interests of each client. Our clients entrust us with their funds and personal information, which in turn places a high standard on our conduct and integrity. Our fiduciary duty is a core aspect of our Code of Ethics and represents the expected basis of all of our dealings. Code of Ethics Description This code does not attempt to identify all possible conflicts of interest, and literal compliance with each of its specific provisions will not shield associated persons from liability for personal trading or other conduct that violates a fiduciary duty to advisory clients. A summary of the Code of Ethics' Principles is outlined below. • Integrity - Associated persons shall offer and provide professional services with integrity. • Objectivity - Associated persons shall be objective in providing professional services to clients. • Competence - Associated persons shall provide services to clients competently and maintain the necessary knowledge and skill to continue to do so in those areas in which they are engaged. • Fairness - Associated persons shall perform professional services in a manner that is fair and reasonable to clients, principals, partners, and employers, and shall disclose conflict(s) of interest in providing such services. • Confidentiality - Associated persons shall not disclose confidential client information without the specific consent of the client unless in response to proper legal process, or as required by law. • Professionalism - Associated persons’ conduct in all matter shall reflect credit of the profession. 12  • Diligence - Associated persons shall act diligently in providing professional services. We periodically review and amend our Code of Ethics to ensure that it remains current, and we require all firm access persons to attest to their understanding of and adherence to the Code of Ethics at least annually. Our firm will provide of copy of its Code of Ethics to any client or prospective client upon request. Investment Recommendations Involving a Material Financial Interest and Conflicts of Interest Neither our firm, its associates or any related person is authorized to recommend to a client, or effect a transaction for a client, involving any security in which our firm or a related person has a material financial interest, such as in the capacity as an underwriter, adviser to the issuer, etc. Advisory Firm Purchase of Same Securities Recommended to Clients and Conflicts of Interest Our firm and its “related persons” may buy or sell securities similar to, or different from, those we recommend to clients for their accounts. Our policy is designed to assure that the personal securities transactions, activities and interests of the employees of our firm will not interfere with (i) making decisions in the best interest of advisory clients and (ii) implementing such decisions while, at the same time, allowing employees to invest for their own accounts. Nonetheless, because the Code of Ethics in some circumstances would permit employees to invest in the same securities as clients, there is a possibility that employees might benefit from market activity by a client in a security held by an employee. In an effort to reduce or eliminate certain conflicts of interest involving the firm or personal trading, our policy may require that we restrict or prohibit associates’ transactions in specific reportable securities transactions. Any exceptions or trading pre-clearance must be approved by the firm principal in advance of the transaction in an account, and we maintain the required personal securities transaction records per regulation. Trading Securities at/Around the Same Time as Client’s Securities From time to time, our firm or its “related persons” may buy or sell securities for themselves at or around the same time as clients. We will not trade non-mutual fund securities prior to the same security for clients on the same day. Investment Advice Relating to Retirement Accounts 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. 13  In addition, and as required by this rule, we provide information regarding the services that we provide to you, and any material conflicts of interest, in this brochure and in your client agreement. Factors Used to Select Custodians and/or Broker-Dealers Item 12: Brokerage Practices Tolley Financial Group, LLC does not have any affiliation with Broker-Dealers. Specific custodian recommendations are made to client based on their need for such services. We recommend custodians based on the reputation and services provided by the firm. 1. Research and Other Soft-Dollar Benefits We currently do not receive soft dollar benefits. 2. Brokerage for Client Referrals We receive no referrals from a broker-dealer or third party in exchange for using that broker-dealer or third party. 3. Clients Directing Which Broker/Dealer/Custodian to Use We do recommend a specific custodian for clients to use, however, clients may custody their assets at a custodian of their choice. Clients may also direct us to use a specific broker-dealer to execute transactions. By allowing clients to choose a specific custodian, we may be unable to achieve most favorable execution of client transaction and this may cost clients’ money over using a lower-cost custodian. Aggregating (Block) Trading for Multiple Client Accounts Investment advisers may elect to purchase or sell the same securities for several clients at approximately the same time when they believe such action may prove advantageous to clients. This process is referred to as aggregating orders, batch trading or block trading. We do not engage in block trading. It should be noted that implementing trades on a block or aggregate basis may be less expensive for client accounts; however, it is our trading policy is to implement all client orders on an individual basis. Therefore, we do not aggregate or “block” client transactions. Considering the types of investments, we hold in advisory client accounts, we do not believe clients are hindered in any way because we trade accounts individually. This is because we develop individualized investment strategies for clients and holdings will vary. Our strategies are primarily developed for the long-term and minor differences in price execution are not material to our overall investment strategy. Item 13: Review of Accounts Client accounts with the Investment Management Service will be reviewed regularly on a quarterly basis by Thomas Jacob Tolley, Managing Member and CCO. The account is reviewed with regards to the client’s investment policies and risk tolerance levels. Events that may trigger a special review would be unusual performance, addition or deletions of client-imposed restrictions, excessive draw-down, volatility in performance, or buy and sell decisions from the firm or per client's needs. 14  Clients will receive trade confirmations from the broker(s) for each transaction in their accounts as well as monthly or quarterly statements and annual tax reporting statements from their custodian showing all activity in the accounts, such as receipt of dividends and interest. Tolley Financial will not provide written reports to investment management clients. Item 14: Client Referrals and Other Compensation We do not receive any economic benefit, directly or indirectly from any third party for advice rendered to our clients. Nor do we directly or indirectly compensate any person who is not advisory personnel for client referrals. Item 15: Custody Tolley Financial does not accept custody of client funds, however it is deemed to have limited custody solely with its ability to withdraw fees from clients’ accounts. Clients should receive at least quarterly statements from the broker dealer, bank or other qualified custodian that holds and maintains client's investment assets. We urge you to carefully review such statements and compare such official custodial records to the account statements or reports that we may provide to you. Our statements or reports may vary from custodial statements based on accounting procedures, reporting dates, or valuation methodologies of certain securities. Item 16: Investment Discretion For those client accounts where we provide investment management services, we maintain discretion over client accounts with respect to securities to be bought and sold and the amount of securities to be bought and sold. Investment discretion is explained to clients in detail when an advisory relationship has commenced. At the start of the advisory relationship, the client will execute a Limited Power of Attorney, which will grant our firm discretion over the account. Additionally, the discretionary relationship will be outlined in the advisory contract and signed by the client. Clients may impose reasonable restrictions on investing in certain securities, types of securities, or industry sectors. Item 17: Voting Client Securities We do not vote client proxies. Therefore, clients maintain exclusive responsibility for: (1) voting proxies, and (2) acting on corporate actions pertaining to the client’s investment assets. The client shall instruct the client’s qualified custodian to forward to the client copies of all proxies and shareholder communications relating to the client’s investment assets. If the client would like our opinion on a particular proxy vote, they may contact us at the number listed on the cover of this brochure. 15  In most cases, you will receive proxy materials directly from the account custodian. However, in the event we were to receive any written or electronic proxy materials, we would forward them directly to you by mail, unless you have authorized our firm to contact you by electronic mail, in which case, we would forward you any electronic solicitation to vote proxies. Item 18: Financial Information Registered investment advisers are required in this Item to provide you with certain financial information or disclosures about our financial condition. We have no financial commitment that impairs our ability to meet contractual and fiduciary commitments to clients, and we have not been the subject of a bankruptcy proceeding. We do not have custody of client funds or securities or require or solicit prepayment of more than $1,200 in fees per client six months in advance. General Business Continuity Plan Notice Tolley Financial Group, LLC has a Business Continuity Plan in place that provides detailed steps to mitigate and recover from the loss of office space, communications, services or key people. Disasters The Business Continuity Plan covers natural disasters such as snowstorms, hurricanes, tornados, and flooding. The Plan covers man-made disasters such as loss of electrical power, loss of water pressure, fire, bomb threat, nuclear emergency, chemical event, biological event, communications line outage, Internet outage, railway accident and aircraft accident. Electronic files are backed up daily and archived offsite. Alternate Offices Alternate offices are identified to support ongoing operations in the event the main office is unavailable. It is our intention to contact all clients within five days of a disaster that dictates moving our office to an alternate location. Loss of Key Personnel Tolley Financial Group, LLC is operated as an LLC with Thomas Jacob Tolley as the Managing Member and CCO. As the sole owner, the business depends fully on his capabilities. In the case of his disability, steps will be taken to determine if the business will continue and in what capacity. In the case of his death, there is no plan for continuation of the business and the business must be dissolved. At that time, clients will be notified. 16  WHAT DOES TOLLEY FINANCIAL GROUP, LLC DO WITH YOUR PERSONAL INFORMATION? Privacy Notice FACTS Why? Registered investment advisers choose how they share your personal information. Federal law gives clients the right to limit some but not all sharing. Federal law also requires us to tell you h o w we collect, share, and protect your personal information. Please read this notice carefully to understand what we do. What? The types of personal information we collect, and share depend on the product or service you have with us. This information can include:  Information you provide in the subscription documents and other forms (including name, address, social security number, date of birth, income and other financial-related information); and  Data about your transactions with us (such as the types of investments you have made and your account status). How? All financial companies need to share clients’ personal information to run their everyday business. In the section below, we list the reasons financial companies can share their clients’ personal information; the reasons Tolley Financial Group, LLC chooses to share; and whether you can limit this sharing. Reasons we can share your personal information For our everyday business purposes— to process your transactions, maintain your accounts (for example we may share with our third-party service providers that perform services on our behalf or on your behalf, such as accountants, attorneys, consultants, clearing and custodial firms, and technology companies, respond to court orders and legal investigations, or report to credit bureaus. For Marketing purposes— to offer our products and services to you How do we protect your information? To safeguard your personal information from unauthorized access and use, we maintain physical, procedural and electronic safeguards. These include computer safeguards such as passwords, secured files and buildings. Our employees are advised about Tolley Financial's need to respect the confidentiality of each client’s non-public personal information. We train our employees on their responsibilities. We require third parties that assist in providing our services to you to protect the personal information they receive. This includes contractual language in our third-party agreements. Other important information We will send you notice of our Privacy Policy annually for as long as you maintain an ongoing relationship with us. Periodically we may revise our Privacy Policy and will provide you with a revised policy if the changes materially alter the previous Privacy Policy. We will not, however, revise our Privacy Policy to permit the sharing of non-public personal information other than as described in this notice unless we first notify you and provide you with an opportunity to prevent the information sharing. 17  Tolley Financial Group, LLC 7101 Creedmoor Road, Suite 123 Raleigh, NC 27613 919-747-9698 www.tolleyfinancialgroup.com Dated August 11, 2026 For Form ADV Part 2B – Brochure Supplement Thomas Jacob Tolley Managing Member and Chief Compliance Officer This brochure supplement provides information about Thomas Jacob Tolley that supplements the Tolley Financial Group, LLC (“Tolley Financial”) brochure. A copy of that brochure precedes this supplement. Please contact Thomas Jacob Tolley if the Tolley Financial brochure is not included with this supplement or if you have any questions about the contents of this supplement. information about Thomas Jacob Tolley is available on the SEC’s website at Additional www.adviserinfo.sec.gov which can be found using the identification number 5107907. 18  Item 2: Educational Background and Business Thomas Jacob Tolley Experience Born: 1981 Educational Background • 2003 – Bachelor of Science in Business Management, Glenville State College Business Experience • 12/2016 – Present, Tolley Financial Group, LLC, Managing Member and CCO • 01/2010 – 08/2019, Copperleaf Capital, LLC, Advisor No management person at Tolley Financial Group, LLC has ever been involved in an arbitration claim of any kind or been found liable in a civil, self-regulatory organization, or administrative proceeding. Item 3: Disciplinary Information Item 4: Other Business Activities Thomas Jacob Tolley is licensed as an independent insurance agent. As such, Thomas Jacob Tolley, in his separate capacity as an insurance agent, will be able to purchase insurance and insurance-related investment products (insurance) for your account, for which he will receive separate and customary compensation. While Thomas Jacob Tolley endeavors at all times to put the interest of our clients first as part of our firm's fiduciary duty, you should be aware that the receipt of additional compensation itself creates a conflict of interest and may affect their judgment when making recommendations. This activity accounts for approximately 15% of his time. Thomas Jacob Tolley does not receive any economic benefit from any person, company, or organization, in exchange for providing clients advisory services through Tolley Financial. Item 5: Additional Compensation Thomas Jacob Tolley, Managing Member and Chief Compliance Officer of Tolley Financial, is responsible for supervision. He may be contacted at the phone number on this brochure supplement. Item 6: Supervision 19