WEDBUSH SECURITIES INC.

WEDBUSH SECURITIES INC. FORM ADV PART 2A (“Brochure”) Wedbush Securities Inc. 225 S. Lake Ave Penthouse, Pasadena, California 91101 (213) 688-8000 www.wedbush.com October 13, 2025 This Brochure provides information about the qualifications and business practices of Wedbush Securities Inc. (“WS” or the “Adviser”) If you have any questions about the contents of this Brochure, please contact us at (213) 688-8000. 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. Investment adviser registration with the SEC does not imply a certain level of skill or training. Additional information about Wedbush Securities Inc. is also available on the SEC’s website at www.adviserinfo.sec.gov.  Item 2: Material Changes There have been material changes that WS has made to sections of the Brochure since our last annual amendment on September 30th, 2025. Wedbush Securities headquarters is now located at 225 S. Lake Ave Penthouse, Pasadena, CA 91101. Additional information about Wedbush Securities Inc. is also is available on the SEC’s website at www.adviserinfo.sec.gov. You can search this site by using a unique identifying number which is known as a CRD number. Wedbush’s CRD number is 877. Page 2  Item 3: Table of Contents Item 1: Cover Page Item 2: Material Changes Item 3: Table of Contents Item 4: Advisory Business Item 5: Fees and Compensation Item 6: Performance-Based Fees and Side-By-Side Management Item 7: Types of Clients Item 8: Methods of Analysis, Investment Strategies and Risk of Loss Item 9: Disciplinary Information Item 10: Other Financial Industry Activities and Affiliations Item 11: Code of Ethics, Participation or Interest in Client Transactions and Personal Trading Item 12: Brokerage Practices Item 13: Review of Accounts Item 14: Client Referrals and Other Compensation Item 15: Custody Item 16: Investment Discretion Item 17: Voting Client Securities Item 18: Financial Information 1 2 3 4 7 14 14 14 20 23 23 26 27 28 29 29 29 30 Page 3  Item 4: Advisory Business WEDBUSH SECURITIES’ ADVISORY BUSINESS WS was originally founded in 1955 by Edward W. Wedbush, as Wedbush & Company. Gary Wedbush is the current President of Wedbush Securities. Through the acquisitions of Noble, Cooke & Co. (1969), William R. Staats Co., Inc. (1975), and Morgan, Olmstead, Kennedy & Gardner (1988), as well as internal growth, WS continues to expand on its rich heritage by introducing innovative products and providing financial and investment services to individuals, institutions and issuing clients. Headquartered in Pasadena, California, with offices throughout the United States, WS is the largest holding of its parent company Wedbush Financial Services, LLC. WS provides innovative financial solutions through our Wealth Management, Fixed Income, Commodities, and Securities Lending, Capital Markets, and Advanced Clearing and Prime Services divisions. WS is a broker dealer and investment adviser registered with the Securities and Exchange Commission (SEC). Through its Wealth Management division, WS provides investment advice and management services on discretionary and non-discretionary basis to institutional and individual clients. This brochure provides description of its investment advisory services. Additionally, WS offers wrap fee programs to its clients. More details about the wrap fee program can be found in the WS Wrap Fee Program Brochure. A description of our non-wrap fee programs are found in this Brochure. Discretionary Advisory Account Program - Discretionary Managed Transactional Account (DMT) Under the Discretionary Advisory Account program, clients have the option of paying transaction-based fee in the DMT accounts. Under the DMT arrangement, clients pay transaction-based fees, which are different from WS’s standard commission rates. When WS uses itself as broker to effect a transaction for the account on an exchange of which WS is a member, WS shall retain all commissions paid by client for effecting such transactions and out of those commissions WS shall pay all the Adviser’s other services. WS will clear and settle the transaction. WS may not retain brokerage compensation which client pays for effecting transactions unless WS has client’s written authorization to do so, signed by all authorized to transact for the account. Your Financial Consultant acts as a portfolio manager, and manages your accounts on a discretionary basis, which allows your Financial Consultant to make the investment decision regarding the purchase or sale of investments in your account, however, you may inform your Financial Consultant to not invest in certain securities or types of securities, or to invest only in certain securities or types of securities. Your Financial Consultant will purchase or sell securities in your portfolio on a discretionary basis based on a set of criteria such as investment objectives, risk tolerance, liquidity needs and time horizon. Before managing your account under a discretionary authority, your Financial Consultant must obtain approval from you, as well as from Wedbush. WS is no longer offering the DMT program to any WS’s prospective or current clients. WS is in the process of notifying all of the DMT clients, and is offering the clients several options, which include transitioning client accounts to a WS wrap fee program or brokerage account. Clients may also close and liquidate their DMT account if they disagree with the options. Page 4  Financial Planning Services The services of Financial Planning (the “Plan”) are available to clients who seek a personalized written financial plan that assesses a client’s current and projected financial situation and investment goals and presents an investment strategy to meet those goals and objectives. These goals and objectives are based on an analysis which generally will include the following as appropriate: investment objectives, financial goals and needs, risk tolerance, age, current asset allocation, current insurance, value of assets, and complexity of your current financial situation. The Plan may include an analysis of the following as appropriate: investment planning, education planning, insurance planning, cash flow management, and asset allocation strategies. However, the Plan generally does not recommend specific securities or investments but is intended to serve as a basis for further analysis and discussion between the client and his/her financial, legal and tax advisers in helping the client achieve his/her investment objective and goal. WS provides analytical and advisory services in creating the Plan. WS does not provide legal, tax, or accounting advice or services. You are not required to engage WS or its affiliates to implement the Plan. If you choose to engage WS to implement the Plan, a separate agreement and fee will apply depending upon the nature of the relationship and the type of services to be provided. Research Services WS offers research reports, other products, and services (“Research Services”) provided by its Research Department (“Research”) to a wide variety of WS clients. Under certain circumstances, we provide these Research Services for a fee to certain institutions upon their request. Research Services are offered only to institutional clients. We do not offer Research Services for a fee to individual clients. Research Services are provided as an advisory service only to clients who wish to purchase them in return for direct cash payments; WS also provides the same types of research to brokerage clients who utilize commissions pursuant to the safe harbor in Section 28(e) of the Exchange Act. Research Services may include (but are not limited to) any or all of the following types of research products and services, as detailed in this document, the account agreements provided to clients, or other document detailing payment and services (collectively the “Services Documents”):  Research reports produced by research analysts;  Other research-related correspondence and communications from research analysts relating to research reports produced by research analysts; and  Access to research analysts in connection with research conferences, calls with clients, and client meetings.  Other services, including Non-deal roadshows, advisory events, hosted conferences and group calls. Research Services do not include any services or communications provided by institutional sales associates (including any services or communications that may refer to or be based on Research Services). Page 5  The delivery of Research Services does not include trade execution, trading, or brokerage services provided to clients. Our advisory relationship with our clients is strictly limited to the provision of Research Services, and any trades, transactions or orders that may be executed, routed, or otherwise processed through us on behalf of clients will be handled by us (or our affiliates) solely in our capacity as a broker-dealer. Your relationship with us in connection with Research Services commences only after acceptance of all Services Documents, and Research Services are limited only to the Research Services described above. We are not providing, through Research Services or any related activities or services that we may be engaged in or provide after acceptance of the Services Documents, any investment advice with respect to your investment portfolio or the management of assets. If you were to engage in securities transactions with us, we will not be acting as an investment adviser with respect to such transactions absent a specific written agreement by us to so act. Research Services constitute impersonal investment advice, and we have no liability whatsoever for any investment decision, or results thereof, that you or any permitted user makes under the Services Documents in connection with the use of Research Services or any information or data provided therein or otherwise obtained or derived therefrom. However, the limitation contained in this paragraph will not in any way constitute a waiver or limitation of any rights accorded to you under state or federal securities laws for the advisory services provided under the Services Documents. Research Services will continue in effect until terminated at any time according to the terms of the Services Documents. Impersonal Investment Advice Research Services do not include any evaluation or recommendation by WS of the investment guidelines or security selection for a client’s investment portfolio or the management of assets. Research Services constitute solely impersonal investment advice. Advisory Wrap Fee Programs WS is also the sponsor of wrap fee programs, which are offered through the following arrangements: Separately Managed Account Program, Self-Directed Advisory Account Program, Non-Discretionary Advisory Account Program, and Strategist Advisory Account Program. WS manages certain wrap fee programs that it offers to its clients. A wrap fee is an all-inclusive fee assessed annually and typically charged quarterly to cover investment advice, execution, clearing, settlement services, custody of assets, and administrative services. Please refer to the WS Wrap Fee Program Brochure for a complete description of the programs. Assets Under Management As of June 30, 2025, WS had assets under management of $ 5,684,848,455, of which $ 3,935,472,537 was managed on a discretionary basis and $1,749,375,918 was managed on a non-discretionary basis. Page 6  Item 5: Fees and Compensation As previously discussed under Item 4 for Advisory Business, clients whose assets are managed under the DMT program will pay transaction-based fees, which are different from WS’s standard commission rates. When WS uses itself as broker to effect a transaction for the account on an exchange of which WS is a member, WS shall retain all commissions paid by client for effecting such transactions and out of those commissions WS shall pay to all of its other services provided to the clients. These services include clearing and settlement of the transaction. WS offers Financial Planning services for which clients pay a separate fee. The fee charged and obligations owed to a Financial Planning client is documented in the Financial Planning Agreement. These fees and obligations may be in addition to those owed for Advisory services. Fees charged for the Plan are detailed in the Agreement and depend upon the anticipated time allocated to provide the services requested or the complexity of the plan. Discretionary Managed Account – Independent Contractor (DMI-IC) The fee, which is based on the amount of assets under management, covers investment advisory discretionary services provided by Independent Contractor Financial Consultants and commissions and markups charged for securities transactions effected through or with WS, provided that the number of transactions does not exceed certain amount as set forth in the account agreement. The minimum amount necessary to open the account is $25,000 in assets; however, the Financial Consultant can request an exception to accept lower minimum account size. The fees charged for participation in DMI-IC may be higher than if the client were to purchase the individual securities without participation in DMI-IC. Fees are negotiable and billed in advance on a quarterly basis. The accounts are subject to a minimum quarterly fee of $62.50 ($250 annually). There is no termination fee, and terminations result in a pro-rata return of fees billed but not yet incurred. Financial Consultants on the DMI-IC platform typically assess (1) transactional charges of $14.00 per trade and (2) an activity assessment fee of $5.95 per trade. These costs are deducted from the account based upon the frequency stated above. The transactional charge plus the activity assessment charge may be avoided by engaging a WS Financial Consultant who is not on the Independent Contractor platform. For those Financial Consultants on the Independent Contractor platform who absorb these charges rather than assessing these charges to clients, the Financial Consultant will have a potential conflict of interest in that they have an incentive to place fewer trades in the client’s account in order to avoid these costs and thereby increase their own compensation. Further details with respect to the specific fees and additional costs charged by WS are described and disclosed in the Managed Assets Client Agreement. Typical Client Fee Schedule is as follows: Annualized Overall Fees (% of assets) Account Size Page 7  Up to $250,000 3.00% $250,001 to $500,000 2.80% $500,001 to $1,000,000 2.50% $1,000,001 to $3,000,000 1.90% $3,000,001 to $5,000,000 1.60% $5,000,001 and above Negotiable Self-Directed Investment Advisory Accounts – Independent Contractor (SDI-IC) SDI-IC is a non-discretionary program offered by Independent Contractor Financial Consultants in which the client has the sole authority to purchase and/or sell securities. The SDI-IC program will assess clients an annual fee, charged in quarterly installments. SDI-IC accounts are designed for investors who regularly conduct transactions in their portfolio and want their Financial Consultants to provide active management. These investors prefer to approve all transactions before execution instead of granting discretion to their Financial Consultant. This type of account is not for clients who are primarily interested in purchasing money market or mutual funds or in holding inactively traded securities. The minimum amount necessary to open the SDI-IC account is $25,000 in assets; however, the independent contractor Financial Consultant can request an exception to accept lower minimum account size. The fees charged for participation in SDI-IC may be higher than if the client were to purchase the individual securities without participation in SDI-IC. Clients will pay an annual fee based on the value of the amount of eligible assets held in the account. Fees are negotiable and billed in advance on a quarterly basis. There is no termination fee, and terminations result in a pro-rata return of fees billed but not yet incurred. SDI-IC Fee Clients will pay an annual fee based on the value of the amount of eligible assets held in the account. Should the SDI-IC account value be less than the required minimum opening value on any payment date as the result of withdrawals by the client, the minimum charge (agreed upon fee percentage x $25,000) shall apply. Should the SDI-IC account value be less than the required minimum account size on any payment date solely due to market fluctuations, the SDI-IC fee shall be the SDI-IC account value x the agreed upon fee percentage. In all instances, the client understands and agrees that WS shall be entitled to a minimum quarterly fee of $125 ($500 annually) per account. Financial Consultants on the SDI-IC platform typically assess (1) transactional charges of $14.00 per trade and (2) an activity assessment fee of $5.95 per trade. These costs are deducted from the account based upon the frequency stated above. The transactional charge plus the activity assessment charge may be avoided by engaging a WS Financial Consultant who is not on the Independent Contractor platform. For Page 8  those Financial Consultants on the Independent Contractor platform who absorb these charges rather than assessing these charges to clients, the Financial Consultant will have a potential conflict of interest in that they have an incentive to place fewer trades in the client’s account in order to avoid these costs and thereby increase their own compensation. Further details with respect to the specific fees and additional costs charged by WS are described and disclosed in the Managed Assets Client Agreement. Typical Client Fee Schedule is as follows: Annualized Overall Fees (% of assets) Account Size Up to $250,000 3.00% $250,001 to $500,000 2.80% $500,001 to $1,000,000 2.50% $1,000,001 to $3,000,000 1.90% $3,000,001 to $5,000,000 1.60% $5,000,001 and above Negotiable Third-party Managed Accounts The Managed Model Account (MMA) offering is WS’s dedicated separate account management service designed to deliver long-term investment solutions to institutional and private clients. The MMA accounts are administered by WS’s Wealth Management division, by the Wedbush Asset Management Group (WAM). The services provided by WAM may include performing due diligence on investment managers, monitoring investment managers for performance, style consistency, and organizational stability. WS provides trade execution, custodial services, trade confirmations, and periodic client account statements. The Separately Managed Account (SMA) offering is WS’s dedicated separate account management service designed to deliver customized long-term investment solutions to institutional and private clients. The SMA accounts are administered by WAM. The services provided by WAM may include performing due diligence on investment managers, monitoring investment managers for performance, style consistency, and organizational stability. WS provides trade execution, custodial services, trade confirmations, and periodic client account statements. This program allows a single third-party manager to execute investment orders directly in client accounts. The Unified Managed Account (UMA) offering allows multiple third-party MMA strategies in a single WS account. The UMA accounts are administered by WAM. The services provided by WAM may include performing due diligence on investment managers, monitoring investment managers for performance, style consistency, and organizational stability. WS provides trade execution, custodial services, trade confirmations, and periodic client account statements. Page 9  The Independent Manager Account (IMA) offering allows independent portfolio managers to manage WS client assets on a discretionary basis. Clients evaluate and select investment managers based on an independent evaluation of the money manager’s disclosure documents and other information furnished by the manager. WS does not perform any due diligence on the managers in the IMA accounts. WS relies upon the investment managers to provide accurate information, including performance data, and does not independently verify the accuracy of information provided. Transactions for IMA accounts are generally effected through or with WS. Fees and compensation for MMA, SMA, and UMA accounts WS’s fee schedule, as set forth below, is a sliding scale based on the size of the client assets under management. The fees charged for participation in a Managed Account Program may be higher than if the client were to purchase the individual securities without participation in the managed program. The fees listed in the schedule below are negotiable but will typically not exceed 3% per year. WS deducts management fees from client accounts quarterly, in advance, retains its portion of the fees, and forwards the appropriate portion of these fees (pre-negotiated with the underlying investment manager based on assets under management) to the investment manager. The management fee is typically 50 basis points but can be higher or lower based on manager requirements and investment category (i.e., equity, fixed income, etc.). Of the remaining wrap fee, your Financial Consultant will generally receive up to 50% (and up to 90% for Financial Consultants on the Independent Contractor platform). The accounts are subject to a minimum quarterly fee of $250 ($1,000 annually). Account terminations result in a pro-rata return of fees billed but not yet incurred. Financial Consultants on the Independent Contractor platform may assess a transactional charge plus an activity assessment charge per trade in addition to the wrap fee. The transactional charge plus the activity assessment charge may be avoided by engaging a WS Financial Consultant who is not on the Independent Contractor platform. For those Financial Consultants on the Independent Contractor platform who absorb these charges rather than assessing these charges to clients, the Financial Consultant will have a potential conflict of interest in that they have an incentive to place fewer trades in the client’s account in order to avoid these costs and thereby increase their own compensation. Typical Client Fee Schedule is as follows: Account Size Annualized Overall Fees (% of assets) Up to $250,000 3.00% $250,001 to $500,000 2.80% $500,001 to $1,000,000 2.50% $1,000,001 to $3,000,000 1.90% $3,000,001 to $5,000,000 1.60% $5,000,001 and above Negotiable Page 10  Fees and compensation for IMA accounts The following table is the fee schedule for the IMA accounts. In exchange for services provided under this program, clients will pay a quarterly fee based on the amount of assets held in the account, which covers investment advisory services provided to the account by the independent portfolio manager(s), and to WS for custodial services and trade execution through or with WS. The fees charged for participation in IMA may be higher than if the client were to purchase the individual securities without participation in IMA. WS deducts management fees from client accounts quarterly, in advance. There is no termination fee, and terminations result in a pro-rata return of fees billed but not yet incurred. Generally, the fees assessed by WS are negotiable. Fees charged by WS for their services would be described and disclosed in the client’s Managed Assets Client Agreement (the “Account Agreement”) but typically would not exceed 3%. The portfolio manager will generally receive up to 50 basis points of the wrap fees but can be higher or lower based on manager requirements and investment category (i.e., equity, fixed income, etc.). Of the remaining wrap fee, your Financial Consultant will generally receive up to 50% (and up to 90% for Financial Consultants on the Independent Contractor platform). Fees charged by the independent money managers for their services would be described and disclosed separately in the money manager’s client agreement and disclosure statement. Financial Consultants on the Independent Contractor platform may assess a transactional charge plus an activity assessment charge per trade in addition to the wrap fee. The transactional charge plus the activity assessment charge may be avoided by engaging a WS Financial Consultant who is not on the Independent Contractor platform. For those Financial Consultants on the Independent Contractor platform who absorb these charges rather than assessing these charges to clients, the Financial Consultant will have a potential conflict of interest in that they have an incentive to place fewer trades in the client’s account in order to avoid these costs and thereby increase their own compensation. Typical Client Fee Schedule is as follows: Account Size Annualized Overall Fees (% of assets) Up to $250,000 3.00% $250,001 to $500,000 2.80% $500,001 to $1,000,000 2.50% $1,000,001 to $3,000,000 1.90% $3,000,001 to $5,000,000 1.60% $5,000,001 and above Negotiable In general, quarterly fees are payable to the independent money managers and WS for advisory services. Generally, the fees assessed by WS are negotiable and WS does not charge a termination fee. Fees charged by WS as sponsor for and manager of advisory services would be described and disclosed in the account agreement but typically would not exceed 2%. The portfolio manager will generally receive up to 50 basis Page 11  points of the wrap fees but can be higher or lower based on manager requirements and investment category (i.e., equity, fixed income, etc.). Of the remaining wrap fee, your Financial Consultant will generally receive up to 50% (and up to 90% for Financial Consultants on the Independent Contractor platform). Fees charged by outside money managers for their services would be separately described and disclosed in the money manager’s client agreement and disclosure statement. Fees and compensation for Research Services Fees and other requirements for Research Services may vary as a result of prior policies, or your overall relationship with us. Fees for the provision and delivery of Research Services are separately negotiated with each client. Additional components or variations of service may be available if you request and we agree, and will require the payment of additional fees. Calculation and Deduction of Advisory Fees Unless we agree otherwise, fees for Research Services are payable in accordance with the Services Documents, but generally are required to be paid as invoiced. Other Fees and Expenses Should you decide to use or purchase our products or services other than Research Services or those of an affiliate, we, our affiliates and certain of our employees will receive fees and compensation for these products and services. Such fees and compensation may include commissions, spreads, markups, or markdowns and mutual fund advisory and distribution fees. In addition to fees for Research Services, if we are required to collect or pay any sales, gross receipts, excise or use taxes that are levied on us for providing Research Services, then you will be obligated to pay or reimburse us for such taxes. Prepaid Fees Generally, we do not charge fees for Research Services in advance. Compensation for the Sale of Securities Our Research personnel are not directly compensated based on the sale of securities in connection with providing services for Research Services. We and our employees benefit from the compensation paid to us. Research clients may but are not required to utilize any of our brokerage or other investment advisory services. That said, you may use other products or services available from or through WS and, in such case, pay additional compensation. Employees in a sales role who offer these services receive incentive compensation from us. This practice creates a potential conflict of interest that may give WS and WS’s sales representatives an incentive to recommend other advisory services based on the compensation received, rather than on your needs. See section entitled Participation or Interest in Client Transactions for more information about the Page 12  receipt of compensation by us for the sale of securities and other investment products. We address this conflict through disclosure in this Brochure. In addition, Research has extensive policies regarding potential conflicts of interest affecting Research personnel. Conducting Business Through WS You are neither required to act on any of the Research information provided through Research Services, nor are you required to transact business with WS if you choose to utilize any information or implement any strategies, recommendations or other ideas contained in Research reports or other Research materials obtained in connection with Research Services. As noted above, Research Services are completed upon the delivery thereof. Thereafter, if you choose to implement any of the investment recommendations or strategies made in Research Services through WS, we will be acting solely as a broker-dealer, not as an investment adviser (unless otherwise agreed in writing). In executing transactions in accordance with your instructions, we, acting as a broker-dealer, may act as agent or as principal for our own account. Limitation on WS’s Role and Research Services We are dually registered as a broker-dealer and an investment adviser, and we offer both brokerage and investment advisory services. To the extent that we may be deemed to be acting as an investment adviser under the Services Documents in connection with Research Services, your relationship with us pursuant to Research Services is strictly limited to the provision of Research Services, as described in the Services Documents, and does not extend to any brokerage, or other investment advisory or other arrangements or services that you may have, or enter into, with us or any of our affiliates. If you desire to engage us for additional services, whether brokerage, investment advisory or otherwise, you should carefully consider the differences among these types of services before using them and must enter into a separate agreement for such services. Any such arrangement will be separate and apart from any relationship created by the Services Documents. We are also a broker-dealer and offer brokerage services to clients, including trade execution. There are important differences between brokerage and investment advisory services, including the type of advice and assistance provided, the fees charged, and the rights and obligations of the parties. Brokerage services are regulated under different laws and rules than advisory services. Among our many obligations as a broker-dealer, we will execute transactions upon your instruction, deal fairly with you, and make recommendations that are suitable in light of your stated risk tolerance, financial needs and investment objectives. As an investment adviser, we must act solely in your best interest, provide certain specific disclosures and generally act in accordance with the standards of a fiduciary as that term is interpreted under applicable law. Of course, the above is an exceedingly brief summary, and numerous laws and regulations apply to each capacity as well as to the specific products or services being provided. It is important for you to understand these differences, particularly when determining which service or services you might select. You should carefully read all the applicable agreements and disclosures for any other services you are considering. Sources of Revenue Page 13  As a broker-dealer, WS offers a wide variety of securities and brokerage services. WS’s principal sources of income, which include commissions and other compensation for the sale of investment products, are derived from WS’s business as a broker-dealer. Less than 1% of WS’s revenues are expected to be generated from Research Services on an annual basis. Item 6: Performance-Based Fee and Side-by-Side Management WS does not charge performance-based fees. The investment recommendations provided in connection with Research Services do not raise the conflicts associated with the side-by-side management of accounts. Item 7: Types of Clients WS provides advisory services to individuals, high net worth clients, trusts, pension and profit-sharing plans, foundations/charities, and institutions. The minimum amount necessary to open an advisory account is typically $100,000 in assets; however, the Financial Consultant can request an exception to accept a lower minimum account size. WS provides Research Services when requested by institutional clients, such as pension funds, mutual funds, insurance companies, hedge funds, private equity funds, trusts and banks, and/or their consultants and investment advisers. Research clients are not required to open or maintain an account with us in order to receive Research Services. Item 8: Methods of Analysis, Investment Strategies and Risk of Loss Method of Analysis and Investment Strategies For the Discretionary Managed Account Program, your Financial Consultant, working together with you, employs a variety of investment strategies based on your investment objectives, financial circumstances, risk tolerance, and financial needs. Such strategies typically include long term and short-term purchase of securities. In addition to his or her training, skill and experience, your Financial Consultant will have access to various research services or publications to evaluate the performance of securities, as well as to make investment decisions on your behalf. Your Financial Consultant will purchase or sell securities in your account based on your: • Investment objective • Risk tolerance • Liquidity needs • Time horizon Risk of Loss - General Investing in securities involves risk of loss, including the possible loss of principle, that you should be prepared to bear. You must understand that we do not guarantee any returns on any investments or investment strategies. Your investments are not bank deposits, and are not guaranteed by any agency of the U.S. government. Additionally, frequent trading can affect investment performance, particularly through increased brokerage and other transaction costs and taxes. Page 14  With respect to financial planning, the analyses provided through your plan, are based on the information you provide an, in certain cases, on static assumptions (e.g., fixed return rates, fixed life expectancies, fixed rates of income or cash flow, and so on). Despite certain assumptions and analytical adjustments made by WS, this type of deterministic projection of financial results fails to reflect the inherent uncertainty of future events, including market performance. In reality, these variables will not be static. The probability of success also varies based on differing assumptions and on changing circumstances and market information. Risk of Loss - Other The performance of your investments can also be affected by other risks such as: Market Risk: the risk of a security’s market value declining, rapidly and unpredictably for short or extended periods. These fluctuations may cause a security to be worth less than the price the investor originally paid Liquidity Risk: the risk that a security is difficult or impossible to sell at the time and price the seller wishes. The seller may have to accept a lower price for the security, sell other securities instead, or forgo a more attractive investment opportunity Call Risk: The risk that a bond investment will be called or purchased back from a client when conditions are favorable to the bond issuer and unfavorable to the client. Manager Risk: The risk that an actively managed mutual fund’s investment adviser will fail to execute the fund’s stated investment strategy. Inflation Risk: When any type of inflation is present, a dollar today will not buy as much as a dollar in the future, because purchasing power is eroding at the rate of inflation. Purchasing Power Risk: The risk that, over time, inflation will lower the value of the returned principal. This means that an investor will be able to purchase fewer goods or services with the proceeds received at maturity. Currency Risk: Overseas investments are subject to fluctuations in the value of the dollar against the currency of the investment’s originating country. This is also referred to as exchange rate risk. Business Risk: These risks are associated with a particular industry or a particular company within an industry. Financial Risk: Excessive borrowing to finance a business’s operations increases the risk of loss, because the company must meet the terms of its obligations in good times and bad. During periods of financial stress, the inability to meet loan obligations may result in bankruptcy and/or a declining market value. Senior debt instruments (e.g., secured bonds) generally have a higher priority of payment if an issuer’s financial strength declines than equity investments (e.g., common stocks). A company facing financial challenges generally must stop paying dividends to shareholders before interrupting interest payments to bondholders. Page 15  Correlation Risk: The risk that the actual correlation (a statistical measure of how two or more variables move in relation to each other) between two assets (or variables) will be different than the correlation that was assumed or expected. Differences between the actual and expected correlation may result in a portfolio being riskier than was anticipated. Counterparty/Default Risk: The risk that a party to a contract will not live up to (or default on) its contractual obligations to the other party to the contract. Valuation Risk: The risk that an asset is improperly valued in relation to what would be received upon its being sold or redeemed at maturity. Political and Legislative Risk: Companies face a complex set of laws and circumstances in each country in which they operate. The political and economic environment can change rapidly and without warning, with significant impact, especially for companies operating internationally or those companies who conduct a substantial amount of their business internationally. Political and legislative events anywhere in the world may have unforeseen consequences to markets around the world. Credit Risk: the risk that the issuer of a security will default or otherwise become unable to honor a financial obligation. Generally, the lower a security’s credit rating, the higher its credit risks. If a security’s credit rating is downgraded, its price tends to decline sharply, especially as it becomes more probably that the issuer will default. Adverse changes in the creditworthiness of the issuer (whether or not reflected in changes to the issuer’s rating) can decrease the current market value and may result in a partial or total loss of an investment. Interest Rate Risk: the risk that debt prices overall will decline over short or long periods due to rising interest rates. Interest rate risk usually is modest for shorter-term securities, moderate for intermediate- term securities, and high for longer-term securities. A change in a central bank’s monetary policy or improving economic conditions may result in an increase in interest rates. Rising interest rates could decrease liquidity in the fixed income securities markets, making it more difficult to sell fixed income securities. Additionally, decreased market liquidity also could make it more difficult to value a fixed income security Reinvestment Risk: the risk that the proceeds, dividends, or interest generated from an investment are reinvested in a security that offers a lower rate of return compared to the returns generated by the original investment Concentration/Non-diversification Risk: the risk involved with excessive exposure to securities in any one issuer, industry, or sector Management Risk: the risk that a strategy or investment technique used by your Financial Consultant or WS may fail to produce the intended result or achieve its investment objective Tax Risk: the risk of unfavorable tax consequences to a client that could result from the administration of a client account pursuant to the advisory services described in this Brochure ETFs, Mutual Funds and Other Pooled Vehicles Risk Page 16  In addition to all of the risks associated with investing in securities generally, ETFs, mutual funds and other pooled vehicles are subject to the risk that they may not effectively achieve the performance of the index, industry or other market(s) they are intended to track (if they seek such tracking), in addition to the risks that expenses reduce returns, that management is not successful at its stated program, that there are conflicts of interest, that the investment is illiquid or has low trading volume and that non-investment operations become subject to error and mismanagement, resulting in losses. These securities may also have exposure to derivative instruments, which may not perform as expected, along with other investment risks described in their prospectuses, statements of information and other disclosure documents. High Levels of Trading Risk Investment strategies such as portfolio rebalancing can lead to high levels of trading. High levels of trading could result in (a) bid-ask spread expense; (b) trade executions that may occur at prices beyond the bid-ask spread (if quantity demanded exceeds quantity available at the bid or ask); (c) trading that may adversely move prices, such that subsequent transactions occur at worse prices; (d) trading that may disqualify some dividends from qualified dividend treatment; (e) unfulfilled orders or portfolio drift, in the event that markets are disorderly or trading halts altogether and (f) unforeseen trading errors. Investment Style Risk Different investment styles tend to shift in and out of favor depending upon market and economic conditions and investor sentiment. Portfolios will outperform or underperform other portfolios that invest in similar asset classes but employ different investment styles. Management Risk A portfolio is subject to management risk, which is the risk that the investment process, techniques and analyses applied will not produce the desired results, and those securities or other financial instruments selected for a portfolio has in the past and likely will in the future result in returns that are inconsistent with the portfolio’s investment objective. In addition, legislative, regulatory, or tax developments will affect the investment techniques or opportunities, available in connection with managing the portfolio and has in the past and likely will in the future also adversely affect the ability of the portfolio to achieve its investment objective. Underlying Fund Risk A portfolio investing in funds (underlying funds), includes, but is not limited to the performance of the underlying fund and investment risk of the underlying funds’ investment, as the underlying funds could involve highly speculative investment techniques, including extremely high leverage, highly concentrated portfolios, workouts and startups, control positions and illiquid investments. In particular, the risks for a portfolio operating under a fund of funds structure include, but are not limited to, the following: the performance of the portfolio will depend on the performance of the underlying funds’ investments; there can be no assurance that a multi-manager approach will be successful or diversified, or that the collective performance of underlying fund investments will be profitable; one or more underlying funds will be allocated a relatively large percentage of the portfolio’s assets; there can be limited information about or Page 17  influence regarding the activities of the underlying fund’s investment advisors and underlying funds, like any other asset, will be subject to trading restrictions or liquidity risk. Portfolio investments in underlying funds will generally be charged the proportionate share of the expenses of investing in the underlying fund(s). Technology and Cyber Security Risks WS and our clients rely heavily on telecommunication, information technology and other operational systems, whether WS or those of others. These systems may fail to operate properly or become disabled as a result of events or circumstances wholly or partly beyond our or their control. Despite implementation of a variety of risk management and security measures, our information technology, and other systems, and those of others, could be subject to physical or electronic breaches resulting in a failure to maintain the security, availability, integrity, and confidentiality of data assets. Technology failures or cyber security breaches, deliberate or unintentional, could delay or disrupt our ability to do business or service our clients, harm our reputation, result in a violation of applicable privacy and other laws, require additional compliance costs, subject us to regulatory inquiries or proceedings and other claims, lead to a loss of clients and revenues or financial loss to our clients or otherwise adversely affect our business. WS has policies and controls to identify and assess ongoing cybersecurity threats to physical security, information security and potential data breaches. WS reviews and assesses prospective and existing vendors through use of firewalls and regular risk assessments. If an incident does occur, procedures are in place to detect, report and resolve consequences related to cyber concerns. Business, Terrorism, and Catastrophe Risks These are the risks of loss that may be incurred, indirectly, due to the occurrence of various events, including hurricanes, earthquakes and other natural disasters, terrorism, and other catastrophic events such as a pandemic. These catastrophic risks of loss can be substantial and could have a material adverse effect on WS’s business and on your portfolios. Research Services Method of Analysis and Investment Strategies Research Services are impersonal in nature and cover a broad range of securities and other investments. Research reports and other Research Services may be based on one or more of the following methods of analysis: fundamental, quantitative, technical, strategic, macro, or economic. Research Services personnel do not provide any investment advice relating to your investment portfolio or the management of assets. Research analysts perform analysis based on publicly available market, industry, and company data. Research analysts may also meet or speak with our management and third parties to gather information and data for the provision of Research Services, all as allowable under applicable federal securities regulations. Client Responsibilities Page 18  We will only provide Research Services according to the terms of the Service Documents. Any information relating to the tax status of financial instruments discussed in Research Services reports is not intended to provide tax advice or to be used by anyone to provide tax advice. You are urged to seek tax advice based on your particular circumstances from an independent tax professional. Risk Disclosure You should understand that in providing Research Services, we may also rely on third-party sources for information that we believe to be reliable in producing Research Services reports, but in no way do we guarantee the quality, accuracy, and/or completeness of such third-party information or Research Services, or any other information or data related thereto or you or any other authorized user or other person or entity otherwise obtain or derive in connection with the use of Research Services. We make no express or implied warranties, and disclaim all warranties of merchantability or fitness for a particular purpose or use, with respect to any part of Research Services or any other information or data related thereto. Without limiting any of the foregoing, in no event will we or any of our partners, affiliates, employees, officers, directors, or agents have any liability for an indirect, punitive, special, or consequential damages (including lost profits) to you or any other person or entity, even if we have been notified of the possibility of such damages. If you choose to implement any of the investment recommendation or strategies made in Research Services, you will be subject to investment risk and you may lose money. You should further understand that all investments involve risk (the amount of which may vary significantly), that performance of any kind can never be predicted or guaranteed and that the value of your portfolios will fluctuate due to market conditions and other factors. Material Risks for Significant Investment Strategies The following is a summary of the material risks associated with Research Services:   Information provided in connection with Research Services is for general use only. Neither the information nor any opinion expressed constitutes an offer, or an invitation to make an offer, to buy or sell any securities or other investment or any options, futures, or other derivatives related to securities or investments. Research Services do not provide personalized investment advice and the information provided by Research Services does not take into account the specific investment objectives, financial situation, or the particular needs of any specific investor. Investments in general and, derivatives, in particular, involve numerous risks, including, among others, market risk, counterparty default risk, and liquidity risk. No security, financial instrument or derivative is suitable for all investors. In some cases, securities and other financial instruments may be difficult to value or sell and reliable information about the value or risks related to the security or financial instrument may be difficult to obtain. Investors should note that income from such securities and other financial instruments, if any, may fluctuate and that the price or value of such securities and instruments may rise or fall and, in some cases, investors may lose their entire principal investment. Past performance is not necessarily a guide to future performance. Levels and basis for taxation may change. Page 19   We may change our views and opinions expressed in Research Services and our views and opinions are subject to change without notice. We have exclusive authority to determine the Research Service’s coverage of companies, markets and other subjects and topics of Research Services and we can terminate, limit or suspend coverage of any such company, market, subject or topic for any or no reason. We may limit, suspend or terminate the Research Services in connection with regulatory restrictions or our policies.  We are aware that the implementation of the ideas expressed in the report may depend upon your ability to “short” securities or other financial instruments and that such action may be limited by regulations prohibiting or restricting “short selling” in many jurisdictions. You are urged to seek advice regarding the applicability of such regulations prior to executing any short idea contained in the report.  Foreign currency rates of exchange may adversely affect the value, price or income of any security or financial instrument mentioned in the report. Investors in such securities and instruments, including ADRs, effectively assume currency risk.  We, through business units other than Research, may have issued and may in the future, issue trading ideas or issue market commentary that are inconsistent with, and reach different conclusions from, the information presented in the Research Services report. Such ideas reflect the different time frames, assumptions, views and analytical methods of the persons who prepared them, and we are under no obligation to ensure that such other trading ideas are brought to the attention of any recipient of such research report.  Research reports are based on public information that may not reflect information known to professionals in other areas of our business, including investment banking personnel.  Securities rated below investment grade are speculative investments.  Employing any listed option strategy is a finite strategy. There are many risks, the most severe of which is the total loss of capital invested and delivery/assignment risk, all of which can occur in a short period.  Research reports may contain discussions and/or investment opinions relating to securities, financial instruments and/or issuers that are no longer current. Item 9: Disciplinary Information WS is a registered investment adviser and a registered broker-dealer. The disciplinary information listed below is related to the activities of the broker-dealer and investment adviser. In addition to the disciplinary events listed below, you can find additional information at http://www.adviserinfo.sec.gov/ In August 2023 the SEC alleged that WS failed to adhere to certain recordkeeping requirements and WS’s own policies. Using their own personal devices, employees communicated both internally and externally by personal text messages or other text messaging platforms such as WhatsApp (“Off-Channel Communications”). From at least January 2019, Wedbush employees sent and received Off-Channel Communications that related to the business of the Registered Investment Advisor operated by Wedbush. WS did not maintain or preserve the substantial majority of these written communications. WS’s widespread failure to implement its policies and procedures that prohibit such communications led to its failure to reasonably supervise its employees. In June 2023, it was found that Wedbush Securities failed to ensure one of its broker-dealer agents was properly registered prior to transaction business in Massachusetts. Page 20  In November 2022, without admitting or denying the findings to FINRA, WS consented to the sanctions and to the entry of findings that WS negligently misrepresented the default status of bonds on customer account statements. The findings stated that WS generated and distributed more than 19,600 monthly account statements to customers that inaccurately represented that municipal or corporate bonds held by customers were making interest or principal payments, when, in fact, the bonds were in default. By making negligent misrepresentations and making and preserving inaccurate account statements, WS violated Municipal Securities Rulemaking Board (MSRB) Rules G-17 and G-8. The findings stated that WS failed to establish and maintain a supervisory system reasonably designed to review the accuracy of account statements it sent to customers. Although WS received notice when bonds held by customers had defaulted, WS did not have any system to verify that such information was reflected in the system the firm used to maintain information about securities held by customers. The findings also included that WS failed to deliver required annual privacy notices, margin disclosures, and order execution disclosures. WS was responsible for providing a third-party vendor with required notices and disclosures to include with account statements delivered to customers. However, WS failed to instruct the vendor to append the required notices and disclosures to the account statements sent electronically to WS’s customers, and as a result, WS failed to deliver more than 400,000 required notices and disclosures to approximately 14,900 customers. In January 2022, NYSE ARCA Enforcement alleged that: the Firm failed to establish and maintain a reasonable supervisory system as to the Firm’s founder and former president, and certain accounts that he actively traded on behalf of customers, himself, and the Firm or its affiliates; the Firm continued to allow the founder to trade for these customer accounts along with his personal and proprietary accounts, without an adequate process or procedures in place to supervise the order entry, trade executions, or trade allocations in these accounts; the founder and his trading assistant used an order management system that was not frequently used by other members of the Firm; the order management system did not provide the ability to assign orders to a specific Firm affiliate accounts before execution and did not interface directly with the Firm’s back office system; the founder’s trading assistant manually inputted account allocations for trades executed by him after the trades occurred; the method for determining trade allocations for executed orders in the affiliate accounts remained undocumented and unapproved by the Firm, and there continued to be no independent mechanism at the Firm to assess the appropriateness of the allocations; the founder’s trading activity presented conflicts of interest, and these conflicts were compounded by the fact that the founder regularly engaged in day trading for his personal and proprietary accounts in some of the same securities that he trading on behalf of his customers. In addition, NYSE alleged that as a consequence of failing to allocate orders entered on behalf of the affiliate accounts to specific accounts prior to order execution, the Firm continued to inaccurately mark a subset of principal orders in certain proprietary accounts as agency. NYSE acknowledged that the Firm made efforts to provide direct lines of supervision over the founder, but alleged that these efforts were delayed and did not reasonably resolve all of the issues identified herein. NYSE charged the Firm with violations of NYSE ARCA Rules 11.18, 11.1(B), and 9.2010-E. In December 2021, the Securities and Exchange Commission (“SEC”) accepted an offer of settlement from Wedbush. Pursuant to the settlement offer, Wedbush did not admit or deny the SEC’s findings that Wedbush willfully violated sections 5(a) and 5(c) of the Securities Act of 1933 (The “Securities Act”), and section 17(a) of the Exchange Act of 1943 (The “Exchange Act”), and Rule 17A-8 thereunder. Wedbush was ordered to: cease and desist from committing or causing any violations and any future Page 21  violations of sections 5(a) and 5(c) of the securities act and section 17(A) of the Exchange Act and Rule 17A-8 promulgated thereunder; was censured; was ordered to comply with the undertakings enumerated in the offer; and agreed to pay disgorgement of $173,508.40, prejudgment interest of $34,332.16, and a civil penalty $1,000,000 to the Commission. In September 2019, without admitting or denying the findings therein, except as to the SEC’s jurisdiction over it and the subject matter of those proceedings, the SEC accepted WS’s offer of settlement, along with 94 other investment advisers, who voluntarily participated in the SEC’s self- reporting Share Class Selection Disclosure Initiative (“SCSD”). The Order alleged that WS willfully violated Sections 206(2) of the Advisers Act in connection with inadequate disclosures on conflicts of interest related to (a) the receipt of 12b-1 fees, and/or (b) the selection of mutual fund share classes that pay such fees for the period from January 1, 2014 to June 26, 2018. WS was censured and ordered to cease and desist from committing or causing any violations and any future violations of Sections 206(2) of the Advisers Act. WS is ordered to pay disgorgement of $1,703,194.38 along with prejudgment interest of $149,346.59 to affected investors totaling $1,852,540.97. WS has been also ordered to comply with several undertakings. In February 2018, without admitting or denying the accusations, the SEC accepted WS’s offer of settlement in which WS willfully violated sections 15c3-3, known as the customer protection rule and 17a-1 of the Exchange Act and Rule 17a-5 thereunder, for the period from September 2014 through January 2015. WS was censured and ordered to cease and desist from committing or causing any violations and any future violations of Sections 15c-3 and 17a-1 of the Exchange Act and Rules 15c3-3 and 17a-5(a) thereunder. WS is ordered to pay disgorgement of $275,851 along with prejudgment interest of $28,346 and ordered to pay a civil money penalty in the amount of $1,000,000 plus post-order interest to the Securities and Exchange Commission. WS is also ordered to comply with an undertaking to retain a qualified independent consultant to conduct a comprehensive review of the firm’s system and controls. In February 2018, without admitting or denying the allegations, the firm consented to the sanctions and to the entry of findings from the Financial Industry Regulatory Authority, Inc. (“FINRA”) that the firm created and/or increased deficits in its segregation requirement through deliveries or returns of securities. The findings also stated that firm improperly calculated its customer reserve formula which resulted in hindsight deficiencies between $945,000 and $77 million. The findings also included that the firm failed to establish and maintain a supervisory system, including written procedures reasonably designed to achieve compliance with both the possession or control requirement and the customer reserve account requirement of the customer protection rule. Under the terms of the offer, the firm has also consented, without admitting or denying the allegations and to the entry of findings and violations arising out of examinations conducted by FINRA in 2014, 2015, and 2016, as described below, and to the imposition of the sanctions. The additional findings are as follows: from positions in certificates of deposit (CDs) issued by major financial institutions for which there was no “ready market,” for over five business days, but failed to deduct the value of each position exceeding 30% of the firm’s tentative net capital. The firm created and maintained inaccurate books and records that inaccurately reported the amounts the firm was required to maintain in its customer reserve account and inaccurately reported its net capital. Without admitting or denying the findings, the firm agreed to a censure and fine of$1,500,000. FINRA alleged that Mr. Edward Wedbush, as President of WS, failed to establish and maintain a Page 22  supervisory system and establish, maintain, and enforce WS’s policies reasonably designed to achieve compliance with rules regarding regulatory filings. FINRA alleges that the firm had late and inaccurate filings of Forms RE-3/U4/U5. On October 11, 2016, Mr. Wedbush appealed the National Adjudicatory Council decision to the United States Court of Appeals for the Ninth Circuit. The U.S. Court of Appeals decision rendered April 20, 2018 denied Mr. Wedbush’s petition for review. The decision became final on July 19, 2018. Mr. Wedbush was suspended in any principal capacity for 31 days from August 20, 2018 through September 19, 2018 and paid a $50,000 fine. Item 10: Other Financial Industry Activities and Affiliations WS is a registered investment adviser and a registered broker-dealer. Generally, Financial Consultants of WS are also registered representatives of Wedbush Securities’ broker-dealer (non-advisory). Therefore, the advisory fees charged may be higher than if the client were to purchase the individual securities without participation in the advisory programs. A non-advisory brokerage account based on commissions instead of a fee-based account could be used to effect few transactions in which case the amount of revenue earned by the firm and the Financial Consultant would be less than if an advisory fee were assessed on the account’s asset base. This may pose a conflict of interest in that the Financial Consultant may have an incentive to recommend an advisory account instead of a brokerage account. We, through our sales representatives, may suggest or recommend that clients, including Research Services clients, use WS brokerage account, execution, and custody or other services, or such services of an affiliate. Where you use WS’s brokerage services, WS and our affiliates will receive fees and compensation. Sales representatives may, as permitted by applicable law, receive compensation (the amount of which may vary) in connection with these services. We, through our sales representatives, may also suggest or recommend that clients use products or services of our affiliate, WedbushNext, powered by Qapital (“Qapital”). Where Qapital’s brokerage services are used or products are purchased by clients, our sales representatives may, as permitted by law, receive cash compensation, the amount of which may vary. Clients are not charged a fee by WS, nor do they incur any additional costs for being referred to Qapital by us. Item 11: Code of Ethics, Participation or Interest in Client Transactions and Personal Trading Code of Ethics WS has adopted the Investment Adviser Code of Ethics (the “Code of Ethics”) pursuant to Rule 204A-1 under the Advisers Act expressing the firm’s commitment to ethical conduct. Access Persons, as defined by Rule 204A-1 under the Advisers Act, must adhere to employee trading policies. Personal trades made by officers, employees, and associated persons, which include Financial Consultants and Portfolio Managers, are reviewed by the WS Compliance Control Room. WS’s Code of Ethics further includes the firm’s policy prohibiting the use of material non-public information. The foundation of the Firm’s ethical standards is a commitment to observing the letter and the spirit of the law. Access Persons or Supervised Persons, both defined above, shall know and comply with all applicable securities laws, rules, and regulations applicable to WS’s businesses, including among others, the laws governing the acts of investment advisers. Likewise, all Access Persons or Supervised Persons Page 23  of WS are required to be familiar and comply with the Code of Ethics, with all the foregoing sections, the WS Investment Adviser written supervisory procedures, and the Code of Ethics, as each applies to their business unit. When in doubt, each Access Person or Supervised Person shall seek advice from their designated supervisor and/or the WS Compliance Department where the Chief Compliance Officer (the “CCO”) sits. Investment advisers are fiduciaries that owe their undivided loyalty to their clients, are trusted to represent clients’ interests, and must hold themselves to the highest standard of fairness in all such matters. The Code of Ethics is intended to reflect fiduciary principles that govern the conduct of WS and its Access Persons or Supervised Persons in those situations where WS acts as an investment adviser, as defined under the Advisers Act, in providing investment advice to clients. It is consistent with WS Policies, the WS Written Supervisory Procedures (“WSP”), and the WS Colleague Handbook, while articulating specific standards of ethics under the Advisers Act. The Code of Ethics does not create or amend any employment contract between WS and any of its Access Persons’ or Supervised Persons’ ‘at will’ employment status. In the event of any conflict between the Code of Ethics and any written employment contract, the terms of the employment contract shall govern, unless otherwise prohibited by law. Access Persons and Supervised Persons have fiduciary duties to their advisory clients and must uphold these duties pursuant the aforementioned sections of the Advisers Act. Access Persons and Supervised Persons owe their undivided loyalty, utmost good faith, and investment advice that is in the best interests of their clients. Access Persons and Supervised Persons should not engage in any activity in conflict with the interest of any client, should disclose any conflicts of interests, and should take steps reasonably necessary to fulfill their obligations. Access Persons and Supervised Persons must employ reasonable care to avoid misleading clients and they must provide full and fair disclosure of all material facts to their clients and prospective clients. Departure from this fiduciary standard or violations of WS policies and procedures may constitute “fraud” under Section 206 of the Advisers Act. Any act that is in violation of the Code of Ethics may result in disciplinary action including written warning, referral to the WS Disciplinary Committee, disgorgement, suspension, and/or termination of employment or independent contractor relationship. An Access Person or Supervised Person who has knowledge of conduct that violates the Code of Ethics must promptly report such conduct to the WS Compliance Department. Failure to report violations may result in disciplinary action, also up to and including termination. Anyone who raises an issue regarding a possible violation of the Code of Ethics will be protected from retaliation, even if the claim turns out to be unfounded, as long as it was made in good faith. Clients and prospective clients may request a copy of the Code of Ethics by contacting the WS Compliance Department at (213) 688-8000 or by email to Compliance@wedbush.com. Participation or Interest in Client Transactions WS provides full-service investment banking, broker-dealer, and asset management services. As a full- Page 24  service organization, WS and its directors, officers, and Financial Consultants may have multiple advisory, transactional, financial and other interests in securities, instruments and companies that may be purchased or sold by its advisory clients and may buy or sell securities it also recommends to clients. As a broker or agent, WS effects securities transactions for compensation for any client. WS has established policies and procedures reasonably designed to address conflicts of interests arising between advisory accounts and the firm’s businesses. Financial Consultants are prohibited from engaging in principal transactions with you and from acting as a broker (or an affiliate of the adviser acting as a broker) for the counterparty to any client transaction as to which the adviser representative acted as an investment adviser (known as an "agency cross" transaction) unless, in each case, the Financial Consultant has given the client prior written notice of the capacity in which he is acting and has received the client's consent to the transaction. When acting as agent or principal, WS may charge client a commission, markup, markdown, or other commission equivalent. WS may, through our sales representatives, suggest or recommend that Research Services clients also use other WS brokerage products or services, or products or services of an affiliate. Where WS’s or our affiliate’s brokerage services are used or products are purchased by clients, we and our affiliates will receive fees and compensation. WS, through our sales representatives, may also suggest or recommend that clients use products or services of our affiliate, Qapital. Sales representatives may, as permitted by applicable law, receive compensation (the amount of which may vary) in connection with these products and services. Compensation received in connection with clients’ purchase or sale of stocks, bonds, mutual funds, other securities or insurance products through us or our affiliates may include commissions, spreads, markups and markdowns, and distribution or other fees. We will also benefit from the possession or use of free credit balances in client accounts, subject to the restrictions imposed by Rule 15c3-3 under the Exchange Act. As a broker-dealer effecting transactions on behalf of clients, including those clients who receive Research Services, WS or an affiliate may act as agent or as principal for our own account, as permitted by applicable law. Similarly, WS or an affiliate may, in transactions involving such clients' securities, act as agent while also representing another client on the other side of the transaction. In addition, WS or our affiliates may have a position in, or enter purchase or sale orders for, securities recommended to clients in the normal course of our business as a broker-dealer. WS and/or our affiliates may profit from these positions or transactions in securities. We address these conflicts through disclosure in this Brochure. In addition, we have established a variety of restrictions, procedures and disclosures designed to address potential conflicts of interest – both those arising between and among client accounts as well as between client accounts and our business. For example, our personnel also are subject to personal trading restrictions as detailed in our policies and procedures and Code of Ethics. These policies and procedures and the Code of Ethics require our access persons to pre-approve certain securities transactions, disclose their investment accounts, and provide or cause WS to receive annual holdings reports and quarterly transaction reports. It is the policy of WS that no person associated with WS shall prefer his or her own interest to that of an advisory client or make personal investment decisions based on the investment recommendations and/or decisions of advisory clients. Page 25  Personal Trading In order to prevent conflicts of interest by a Financial Consultant who buys or sells in his/her account the same security that he/she buys or sells for your account, the client’s transactions must precede or be given priority over the Financial Consultant’s transactions. Otherwise, the Financial Consultant’s trade and your trade would be adjusted to receive the average price. However, if you received a better price on a buy or sell of the same security even if your trade occurred after the Financial Consultant’s trade, you would be afforded the better price. To prevent insider trading and to comply with WS’s Prevention of Insider Trading Policy, WS maintains a Restricted List to monitor and restrict Financial Consultant’s trades on equity securities and its respective options for any company placed on the list. The Restricted List is used when the Research Department issues a research report on a material event such as an opinion change or initiation of coverage. Although Financial Consultants are restricted from buying or selling companies on the restricted list, clients are generally not prohibited from effecting transactions in those securities. Additionally, virtual “walls” may be put into place to prevent communications between different business departments regarding specific securities, as necessary. WS may recommend to advisory clients that they buy or sell securities or investment products in which WS or a related person has some financial interest. From time to time, WS and its affiliates, directors, officers, and Financial Consultants, through such WS activities as research, corporate finance, and investment banking, may become aware of non-public information concerning companies which could reasonably be expected to affect purchases or sales of those companies’ securities. Various procedures are used to isolate inside information from trading activity. However, to comply with applicable law, from time to time WS may be required to restrict the purchase or sale of a security, which might otherwise be purchased or sold for the advisory accounts. In addition, the firm shall have no obligation to obtain any inside information about any issuer of securities, or to effect transactions for advisory accounts on the basis of any inside information as may come into its possession, or make any research or analysis prior to its public dissemination. WS’s Code of Ethics is designed to reasonably address the potential conflict of interests involving personal securities trading by WS Financial Consultants. WS shall have no obligation to recommend for purchase or sale by advisory accounts any instrument that WS or its Financial Consultants may purchase or sell for themselves or for any other clients. Item 12: Brokerage Practices In addition to execution services, WS also provides research, reporting, custodial, clearing, and/or other account services to clients. Unless clients specifically request WS to place their transactions with a broker-dealer other than WS, transactions are effected through WS as clearing broker under an obligation to obtain best execution. Transactions executed away from WS may incur additional fees. Please see the Directed Brokerage section below for additional information. WS may receive compensation from market centers for directing order flow. However, regardless of whether payment for order flow is received, WS transmits customer orders to various exchanges and other market centers for execution based on a number of factors which may include the following: the Page 26  ability of a market center to execute the orders at or better than the National Best Bid and National Best Offer; the ability of a market center to provide price improvements; the speed of execution; the availability of an efficient automated transaction processing; features of certain securities or types of orders which would make a particular market more suitable for different securities or types of orders. Accordingly, transactions will not always be executed at the lowest price or commission. Soft Dollar Arrangements WS does not presently engage in any soft dollar arrangements. Brokerage for Client Referrals In selecting or recommending broker-dealers, WS does not consider whether it or any of its affiliates receive client referrals from such broker-dealer or third party. Directed Brokerage You may not direct us to place transactions for your accounts with another broker-dealer. Trade Aggregation In order to obtain best execution or to negotiate more favorable commission rates, WS may, to the extent permitted by law, combine or “batch” such orders. In general, aggregating trades may slightly decrease the overall costs of the transaction to you. In such circumstances, all client orders executed with a particular broker-dealer during a day generally will be average priced. Client orders partially filled will, as a general matter, be allocated pro-rata in proportion to each client’s original order. Thus, the effect of aggregation may operate on some occasions to a particular account’s disadvantage. In addition, under certain circumstances, not all clients will be charged the same commission or commission- equivalent rates in connection with bunched or aggregated orders. Transactions in a specific security may not be accomplished for all client accounts at the same time or at the same price. Where there is a limited supply of a security, WS will use best efforts to allocate or rotate investment opportunities fairly and equitably among eligible client accounts; however, there is no assurance that equality will be achieved. Item 13: Review of Accounts Each new account is initially reviewed at account opening by the Financial Consultant and the designated supervisor in the respective offices to determine suitability level. Thereafter, the Financial Consultant and designated supervisors in the offices monitor performance of client accounts on an ongoing basis. Wealth Management personnel may also monitor and review accounts on an ongoing basis. The WS Managed Assets Department coordinates with the applicable Financial Consultant and client outreach is initiated should an account reach a high cash balance, or if the number of transactions effected on behalf of the account falls below a certain threshold. Clients receive monthly account statements if there is activity; otherwise, your custodian provides quarterly statements to clients. Quarterly performance reports are made available for all fee-based accounts. Page 27  Research Services do not provide any personalized investment advice with respect to our client’s investment portfolio or the management of assets. Accordingly, there are no individualized portfolio reviews. That said, we will make available to our clients’ research reports and other research products in accordance with the Services Documents. Item 14: Client Referrals and Other Compensation Client Referrals From time to time, WS enters into arrangement with certain non-supervised persons, including entities or individuals, where WS compensates them for introducing or referring clients to WS. We do not compensate any person for client referrals for Research Services. Other Compensation WS and our affiliates may have a variety of banking, financial, or service relationships with the unaffiliated issuers of the securities covered by Research Services. These relationships may include acting as an underwriter for the issuers of the securities covered by Research Services. In such relationships, we and our affiliates may receive compensation. We disclose in our research reports, in accordance with applicable law and regulation, our conflicts of interest and those of our research analysts that are or may be material in the context of the relevant report. In addition, Research has extensive policies and procedures regarding potential conflicts of interest affecting Research personnel. Key provisions of the policies and procedures currently include the following:   Purpose, Content, and Objectivity of Research. All research published by Research is required to be impartial and to be produced in conditions where conflicts that might impact on the objectivity of the Research Services are properly managed. Research analysts are required to observe high standards of integrity and ethical behavior, to act at all times in the interests of investing clients, and to report any attempt to influence their view. Identification of Conflicts. Our policies and procedures are designed to assist us in identifying possible conflicts of interest that might affect or raise questions about the impartiality of research. This includes policies and procedures to regulate the flow of information between Research and other business groups.  Supervision and Remuneration of Research Analysts. Research analysts are compensated only for those activities and services that benefit our clients, and Research has exclusive responsibility for determining research analyst’s compensation, subject to review by a compensation committee, and advice of the Board of Directors of WS. Research analysts do not report to investment banking, and investment banking personnel do not have input into the evaluation and compensation of research analysts. Research operates independently from other business groups.  Restrictions on Research Analysts’ Activities. Research analysts are restricted from activities that  could prejudice, or appear to prejudice, the independence of their research. Inducements and Inappropriate Influences. Research analysts are not permitted to promise, imply, communicate, offer or accept any inducement in respect of their publication of research.  Timing and Dissemination of Research Reports. Research reports and other commentary are required to be simultaneously disseminated to the sales force and clients. We may also restrict the publication of research in connection with our role in certain offerings or transactions and as otherwise required by applicable laws.  Coverage Decisions. The decision as to whether to initiate, continue or terminate coverage resides solely with the management of Research. We have adopted a policy that neither we nor any of Page 28  our employees may, directly or indirectly, retaliate against a research analyst in respect of his or her decision to publish any research report or commentary or for the content of that research.  Disclosure of Interests. Our research contains certain disclosures as required by various regulatory requirements.  Research Analysts’ Personal Interest and Personal Account Dealing. All securities transactions and investments by Research employees must be pre-cleared. Research employees are generally not permitted to engage in securities transactions in their sector of coverage and may not otherwise deal in a way where any transaction would constitute a conflict of interest with their production of research. Item 15: Custody Your custodian provides monthly statements to you reflecting your positions and trading activity for each month in which there was activity in your account. Otherwise, your account statements would be generated at least quarterly. You also may receive performance reports or customized account statements relating to your account. You are encouraged to review all your statements carefully. If there are any discrepancies or errors in your account statement, you should contact your custodian. We do not have custody of client funds and securities in connection with Research Services. Item 16: Investment Discretion When you grant WS’s Financial Consultants discretionary trading authority over your account, such authorization will be subject to any limitations you may impose and will take into account your investment objective and risk tolerance. Such discretion will be delineated and granted by you when you sign the Managed Assets Client Agreement. When your assets are managed under the Discretionary Advisory Account Program, you grant your Financial Consultant discretionary authority to direct execution of portfolio transactions consistent with your investment objective and risk tolerance. We do not accept discretionary authority in connection with Research Services. Item 17: Voting Client Securities WS does not vote client proxies. Although WS may provide investment advisory services relative to client investment assets, clients maintain exclusive responsibility for: 1) Directing the manner in which proxies solicited by issuers of securities beneficially owned by client shall be voted; and 2) Making all elections relative to any mergers, acquisitions, tender offers, bankruptcy proceedings or other type events pertaining to client’s investment assets. WS, as custodian of client assets, will forward to clients copies of all proxies and shareholder communications relating to clients’ investment assets. Page 29  Item 18: Financial Information WS has never filed for bankruptcy and is not aware of any financial condition that is expected to impair its ability to meet its contractual obligation to client accounts. Page 30 

Wedbush Securities Inc. Part 2A Appendix 1 of Form ADV Wrap Fee Program Brochure Wedbush Securities Inc. 225 S. Lake Ave Penthouse, Pasadena, California 91101 (213) 688-8000 www.wedbush.com October 13, 2025 This Part 2A Appendix 1 of Form ADV (the “Wrap Fee Program Brochure” or the “Brochure”) provides information about the qualifications and business practices of Wedbush Securities Inc. (“WS” or the “Adviser”). If you have any questions about the contents of this brochure, please contact us at (213) 688-8000. The information in this brochure has not been approved or verified by the United States Securities and Exchange Commission (“SEC”) or by any state securities authority. Additional information about Wedbush Securities Inc. is also available on the SEC’s website at: www.adviserinfo.sec.gov. 1  Item 2. Material Changes There have been material changes that WS has made to sections of the Brochure since our last annual amendment on September 30th, 2025. Wedbush Securities headquarters is now located at 225 S. Lake Ave Penthouse, Pasadena, CA 91101. Additional information about Wedbush Securities Inc. is also available on the SEC’s website at www.adviserinfo.sec.gov. You can search this site by using a unique identifying number which is known as a CRD number. The firm's CRD number is 877. 2  Item 3. Table of Contents Item 2. Material Changes ................................................................................................................ 2 Item 3. Table of Contents................................................................................................................ 3 Item 4. Services, Fees and Compensation ...................................................................................... 4 Item 5. Account Requirements and Types of Clients ................................................................... 12 Item 6. Portfolio Manager Selection and Evaluation .................................................................... 12 Item 7. Client Information Provided to Portfolio Managers ......................................................... 18 Item 8. Client Contact with Portfolio Managers ........................................................................... 18 Item 9. Additional Information ..................................................................................................... 18 3  Item 4. Services, Fees and Compensation WS’s Advisory Services WS was originally founded in 1955 by Edward W. Wedbush, as Wedbush & Company. Gary Wedbush is the current President of Wedbush Securities. Through the acquisitions of Noble, Cooke & Co. (1969), William R. Staats Co., Inc. (1975), and Morgan, Olmstead, Kennedy & Gardner (1988), as well as internal growth, WS continues to expand on its rich heritage by introducing innovative products and providing financial and investment services to individuals, institutions and issuing clients. Headquartered in Pasadena, California, with offices throughout the United States, WS is the largest holding of its parent company Wedbush Financial Services, LLC. WS provides innovative financial solutions through our Wealth Management, Fixed Income, Commodities, and Securities Lending, Capital Markets, and Advanced Clearing and Prime Services divisions. WS is a broker dealer and investment adviser registered with the Securities and Exchange Commission (SEC). Through its Wealth Management division, WS provides investment advice and management services on discretionary and non-discretionary basis to institutional and individual clients. This Brochure provides description of its wrap fee programs. A wrap fee is an all-inclusive fee assessed annually and typically charged quarterly to cover investment advice, execution, clearing, settlement services, custody of assets, and administrative services. Additionally, WS offers non-wrap fee programs and Financial Planning services to its clients. A description of the programs and Financial Planning services are disclosed in WS’s Form ADV Part 2A. Assets Under Management As of June 30, 2025, WS had assets under management of $ 5,684,848,455, of which $3,935,472,537 was managed on a discretionary basis and $1,749,375,918 was managed on a non- discretionary basis. Advisory Wrap Fee Programs WS offers four different programs under its wrap fee arrangement: Managed Account Program, Discretionary Advisory Account Program, Non-Discretionary Advisory Account Program, and Strategist Advisory Account Program. Additional information on each of the programs is below. Managed Account Program The Managed Model Account (MMA) offering is WS’s dedicated separate account management service designed to deliver long-term investment solutions to institutional and private clients. The MMA accounts are administered by WS’s Wealth Management division, by the Wedbush Asset Management Group (WAM). The services provided by WAM may include performing due diligence on investment managers, monitoring investment managers for performance, style consistency, and organizational stability. WS provides trade execution, custodial services, trade confirmations, and 4  periodic client account statements. The Separately Managed Account (SMA) offering is WS’s dedicated separate account management service designed to deliver customized long-term investment solutions to institutional and private clients. The SMA accounts are administered by WAM. The services provided by WAM may include performing due diligence on investment managers, monitoring investment managers for performance, style consistency, and organizational stability. WS provides trade execution, custodial services, trade confirmations, and periodic client account statements. This program allows a single third-party manager to execute investment orders directly in client accounts. The Unified Managed Account (UMA) offering allows multiple third-party MMA strategies in a single WS account. The UMA accounts are administered by WAM. The services provided by WAM may include performing due diligence on investment managers, monitoring investment managers for performance, style consistency, and organizational stability. WS provides trade execution, custodial services, trade confirmations, and periodic client account statements. The Independent Manager Account (IMA) offering allows independent portfolio managers to manage WS client assets on a discretionary basis. Clients evaluate and select investment managers based on an independent evaluation of the money manager’s disclosure documents and other information furnished by the manager. WS does not perform any due diligence on the managers in the IMA accounts. WS relies upon the investment managers to provide accurate information, including performance data, and does not independently verify the accuracy of information provided. Transactions for IMA accounts are generally effected through or with WS. Fees and compensation for MMA, SMA, and UMA accounts WS’s fee schedule, as set forth below, is a sliding scale based on the size of the client assets under management. The fees charged for participation in a Managed Account Program may be higher than if the client were to purchase the individual securities without participation in the managed program. The fees listed in the schedule below are negotiable but will typically not exceed 3% per year. WS deducts management fees from client accounts quarterly, in advance, retains its portion of the fees, and forwards the appropriate portion of these fees (pre-negotiated with the underlying investment manager based on assets under management) to the investment manager. The management fee is typically 50 basis points but can be higher or lower based on manager requirements and investment category (i.e., equity, fixed income, etc.). Of the remaining wrap fee, your Financial Consultant will generally receive up to 50% (and up to 90% for Financial Consultants on the Independent Contractor platform). The accounts are subject to a minimum quarterly fee of $250 ($1,000 annually). Account terminations result in a pro-rata return of fees billed but not yet incurred. Typical Client Fee Schedule is as follows: Account Size Annualized Overall Fees (% of assets) Up to $250,000 3.00% $250,001 to $500,000 2.80% $500,001 to $1,000,000 2.50% 5  $1,000,001 to $3,000,000 1.90% $3,000,001 to $5,000,000 1.60% $5,000,001 and above Negotiable Fees and compensation for IMA accounts The following table is the fee schedule for the IMA accounts. In exchange for services provided under this program, clients will pay a quarterly fee based on the amount of assets held in the account, which covers investment advisory services provided to the account by the independent portfolio manager(s), and to WS for custodial services and trade execution through or with WS. The fees charged for participation in IMA may be higher than if the client were to purchase the individual securities without participation in IMA. WS deducts management fees from client accounts quarterly, in advance. There is no termination fee, and terminations result in a pro-rata return of fees billed but not yet incurred. Generally, the fees assessed by WS are negotiable. Fees charged by WS for their services would be described and disclosed in the client’s Managed Assets Client Agreement (the “Account Agreement”) but typically would not exceed 3%. The portfolio manager will generally receive up to 50 basis points of the wrap fees but can be higher or lower based on manager requirements and investment category (i.e., equity, fixed income, etc.). Of the remaining wrap fee, your Financial Consultant will generally receive up to 50% (and up to 90% for Financial Consultants on the Independent Contractor platform). Fees charged by the independent money managers for their services would be described and disclosed separately in the money manager’s client agreement and disclosure statement. Typical Client Fee Schedule is as follows: Annualized Overall Fees (% of assets) Account Size Up to $250,000 3.00% $250,001 to $500,000 2.80% $500,001 to $1,000,000 2.50% $1,000,001 to $3,000,000 1.90% $3,000,001 to $5,000,000 1.60% $5,000,001 and above Negotiable In general, quarterly fees are payable to the independent money managers and WS for advisory services. Generally, the fees assessed by WS are negotiable and WS does not charge a termination fee. Fees charged by WS as sponsor for and manager of advisory services would be described and disclosed in the account agreement but typically would not exceed 2%. The portfolio manager will generally receive up to 50 basis points of the wrap fees but can be higher or lower based on manager requirements and investment category (i.e., equity, fixed income, etc.). Of the remaining wrap fee, your Financial Consultant will generally receive up to 50% (and up to 90% for Financial Consultants on the Independent Contractor platform). Fees charged by outside money managers for their services would 6  be separately described and disclosed in the money manager’s client agreement and disclosure statement. Discretionary Advisory Account Program WS’s Discretionary Advisory Account program is designed to serve the needs of institutional and individual clients. WS Financial Consultants manage and direct appropriate investment and reinvestment of the assets in client accounts consistent with the client’s investment objective and risk profiles. Fees and compensation for Discretionary Managed Account (DMA) accounts The full service asset fee, which is based on the amount of assets under management by WS, covers investment advisory discretionary services provided by Financial Consultants and commissions and markups charged for securities transactions effected through or with WS, provided that the number of transactions does not exceed certain amount as set forth in the account agreement. The minimum amount necessary to open the account is $100,000 in assets; however, the Financial Consultant can request an exception to accept lower minimum account size. The fees charged for participation in DMA may be higher billed in advance on a quarterly basis. than if the client were to purchase the individual securities without participation in DMA. Accounts are subject to a minimum quarterly fee of $250 ($1,000 annually). There is no termination fee, and terminations result in a pro-rata return of fees billed but not yet incurred. Typical Client Fee Schedule is as follows: Account Size Annualized Overall Fees (% of assets) Up to $250,000 3.00% $250,001 to $500,000 2.80% $500,001 to $1,000,000 2.50% $1,000,001 to $3,000,000 1.90% $3,000,001 to $5,000,000 1.60% $5,000,001 and above Negotiable Non-Discretionary Advisory Account Program Self-Directed Investment Advisory (SDI) account is in a non-discretionary program in which the client has the sole authority to purchase and/or sell securities. SDI accounts will assess clients an annual fee, charged in quarterly installments. SDI accounts are designed for investors who regularly conduct transactions in their portfolio and want their Financial Consultants to provide active management. 7  These investors prefer to approve all transactions before execution instead of granting discretion to their Financial Consultant. This type of account is not for clients who are primarily interested in purchasing money market or mutual funds or in holding inactively traded securities. Fees and compensation for SDI accounts Should the SDI account value be less than the required minimum opening value on any payment date as the result of withdrawals by the client, the minimum charge (agreed upon fee percentage x $100,000) shall apply. Should the SDI account value be less than the required minimum account size on any payment date solely due to market fluctuations, the SDI fee shall be the SDI account value x the agreed upon fee percentage. In all instances, the client understands and agrees that WS shall be entitled to a minimum quarterly fee of $250 ($1,000 annually) per account. Typical Client Fee Schedule is as follows: Account Size Annualized Overall Fees (% of assets) Up to $250,000 3.00% $250,001 to $500,000 2.80% $500,001 to $1,000,000 2.50% $1,000,001 to $3,000,000 1.90% $3,000,001 to $5,000,000 1.60% $5,000,001 and above Negotiable Strategist Advisory Account Program (Mutual Funds/ETF) Clients invested in the Strategist Advisory Account Program have access to portfolios constructed of mutual funds and/or ETFs provided by independent or affiliated adviser firms that are allocated to a single account. WS acts as overlay manager and with discretion to determine the specific portfolios to be made available for the program, as well as to buy and sell securities, adjust allocations, and rebalance client accounts. The mutual funds and/or ETFs available in the program are part of the independent or affiliated adviser firm’s mutual fund or ETF recommended list, as applicable, which are limited to load-waived or no-load shares of such eligible funds. Independent adviser firms review their choices on an ongoing basis and adjusts accounts when an investment held in a portfolio is no longer recommended and/or they are advised that a different investment represents a better investment opportunity for the portfolio. Independent advisory firms consider many factors in determining an appropriate diversified allocation model for each client, including the client’s account inception value, risk tolerance, and investment objectives generated from the risk tolerance questionnaire. 8  SEI Asset Management accounts Clients enrolled in the SEI Asset Management accounts have access to the discretionary portfolio management services of SEI Asset Management Corporation, an independent adviser. Financial Consultants will recommend, and clients will select, an asset allocation model managed by SEI, comprised of SEI’s mutual funds, consistent with such client’s specified investment objectives, risk tolerance, and overall asset allocation. SEI utilizes multiple institutional managers as advisers to the SEI mutual funds. SEI is responsible for fund selection for its models and rebalancing of accounts. SEI Trust Company (a subsidiary of SEI Asset Management Corporation) acts as the transfer agent and custodian for each client account that SEI manages on a discretionary basis. Fees for the SEI Asset Management accounts and the underlying mutual funds are set by SEI and are not subject to WS’s control. Russell Strategy accounts The Russell accounts, asset allocation and investment selection decisions are determined by Russell and implemented by WS. The Russell account models exclusively contain Russell mutual funds. Russell employs a “multimanager, multi‐style” approach to investing whereby the assets of Russell funds are allocated to different money managers who employ distinct investment strategies for the funds. Russell has the right to engage or terminate a money manager at any time. These money managers may or may not be affiliated with Russell Investment Management Company, an affiliate of Russell Investment Group. For more information on the underlying funds in the Russell models, clients should review the applicable Russell Fund prospectuses. Manager research is the core of Russell’s investment process. Russell’s manager research emphasizes both a qualitative (organization, ownership, people and investment process) and a quantitative (performance and investment profile) analysis to conduct comprehensive evaluations. Russell’s ongoing due diligence includes performance and portfolio monitoring and monthly interaction with each manager. Russell also performs annual on‐site due diligence visits by both Russell investment personnel and Russell compliance and legal personnel. Fees for the Russell Management Program and the underlying mutual funds are set by Russell Investment Management Company and are not subject to WS’s control. Morningstar Wealth Builder Program The Morningstar® Wealth Builder Asset Allocation Series offers broad and diversified market exposure to accounts as small as $10,000. These portfolios span the risk spectrum and use the same asset allocation process as other offerings; their ETF approach can accommodate broker- dealers, RIAs, banks, and other providers looking to provide smaller clients with a fiduciary solution. Using passive ETFs, they actively manage asset class exposures in the Morningstar Wealth Builder Asset Allocation portfolios. They roll up security-level data to the asset-class level, weighing valuation, sentiment, and other inputs before holistically building portfolios. Their disciplined and principled approach to finding value builds risk management into every purchase. 9  Fees and compensation for Strategist Advisory Account Program (Mutual Fund/ETF) accounts For WS's services provided to the account, client shall pay WS a fee based on the value of the assets in the account (Asset Based Fee), in accordance with the Asset Based Fee structure, or based on such different rate as WS may subsequently declare to be its Asset Based Fee, in accordance with the account agreement. The maximum annual Asset Based Fee, payable in advance on a quarterly basis, is established according to the Asset Based Fee structure. The minimum asset amount necessary to open an account is $10,000 (Minimum Account Size). In all instances the client understands and agrees that WS shall be entitled to a minimum quarterly fee of $62.50 ($250 annually) per account. Fees are negotiable. There is no termination fee, and terminations result in a pro-rata return of fees billed but not yet incurred. The full-service asset fee, which is based on the amount of assets under management by WS, covers investment advisory services provided by money managers under the Strategist Advisory Account Program (Mutual Fund/ETF) fee. Typical Asset Based Fee Structure (MF/ETF Accounts) is as follows: Value of Assets $10,000 - $25,000 $25,001 - $50,000 $50,001 and above Maximum Effective Annualized % 2.50% 2.00% Negotiable Management and Administrative Fees (Mutual Fund/ETF) If an independent or affiliated adviser firm manages or provides portfolios, a portion of the total Asset Based Fee is applicable to management fees to compensate such independent or affiliated adviser firm for its services and strategy management. WS may have additional fees for the administrative cost of overlay trading, operational and general processing of portfolio positions within each account. Management fees vary by strategist and/or portfolio (including based on whether it is a manager-traded or WS-traded account), and are generally not negotiable and generally range as follows: Strategist Management Fee: 0% to 0.25%, depending on the portfolio and strategy • management firm Administrative Fees: 0.10% to 0.25%, depending on the portfolio and strategy execution • requirements Disclosure on Financial Advisor’s Conflict of Interest Relating to Brokerage and Advisory Accounts The wrap fees charged may be higher than if the client were to purchase the individual securities without participation in the advisory programs. A non-advisory brokerage account based on commissions instead of an advisory fee-based account could be used to effect few transactions in which case the amount of revenue earned by the firm and the Financial Consultant would be less than if a wrap fee were assessed on the account’s asset base. This may pose a conflict of interest in that the 10  Financial Consultant may have an incentive to recommend a wrap fee program instead of a brokerage account. Your Financial Consultant is responsible for assessing whether a wrap fee program is appropriate for you and in your best interest based on your investment strategy and the frequency of transactions. Additional Compensation Received by the Financial Consultant and Wedbush Securities Inc. In addition to the wrap fee, you may be charged a mark-up, mark-down, or spreads on securities purchased or sold for your account. Different advisory programs, types accounts, money managers, or the structure of your Financial Consultant’s association with WS have different fee structures. These items may pose a conflict of interest in that it provides an incentive for the Financial Consultant to recommend those investments that result in higher compensation to the Financial Consultant and/or WS. The Financial Consultant and/or their respective supervisors periodically reviews accounts to determine that investments made in your account are in your best interest. Mutual Fund Share Classes and 12b-1 Fees Financial Consultants seek to purchase or recommend share classes that are in the best interest of their clients, which may include mutual funds that charge 12b-1 fees that cover the mutual fund companies’ distribution and shareholder services expenses. The recurring annual fees vary by share class but typically range from 0.25% to 1.00% and are included in the mutual fund’s total annual fund operating expenses. The fees are deducted from the mutual fund’s assets and paid to the fund’s distributors or principal underwriters. WS, as a registered broker dealer, receives shareholder distribution fees from mutual fund companies under Rule 12b-1 of the Investment Company Act of 1940. This presents a conflict of interest in that it provides a financial incentive for the Financial Consultant to recommend those funds that charge their shareholders a higher 12b-1 fee. To address this conflict of interest, the 12b-1 fees received by WS, are rebated to the client accounts where an advisory fee is being assessed in the managed fee-based account. Certain mutual funds may offer only one class of shares that charge 12b-1 fees, while other mutual funds may offer multiple share classes that are available for investment that do not charge 12b-1 fees such as institutional or advisory program share classes based upon certain eligibility and/or purchase requirements. A client who holds an institutional or advisory share class will usually pay a lower total annual fund operating expense over time than one who holds the same fund that charges a 12b-1 fee. Therefore, the 12b-1 fees will have a negative impact on investment performance. Mutual funds often permit the conversion of shares from one class to another, subject to certain conditions as determined by the applicable fund. If a client contributes to, or holds mutual fund shares that charge 12b-1 fees in a fee-based account, such shares will be converted, if feasible, into a lower cost class of shares of the same mutual fund that are available to WS Managed Account Program. A client’s mutual fund share class may not be converted if, for example, there is no equivalent share class eligible for the client or the Managed Account Program or in other circumstances. In situations whereby a 12b-1 fee is being charged in a mutual fund and no eligible lower share class is available or the purchase requirements are not met, then the 12b-1 fees will be rebated to the client’s account and will be available to the client as cash. Since the rebate is in the form of cash in the client account, this may have a negative impact on the performance of the mutual fund in the client account as compared to an investment in a lower cost institutional or advisory share class of the same mutual fund. Depending on the circumstances, though not always, a client could be subjected to higher expenses 11  overall once the shares are converted to an Institutional or advisory program share class. Clients should discuss the impact of a conversion of mutual fund shares with their Financial Consultant prior to contributing any mutual fund investments to a managed fee-based account. The specific amount of 12b-1 fees assessed is found in a fund’s prospectus and will be provided to you upon request. Mutual Fund Networking and Shareholder Servicing Fees Certain mutual funds pay fees to WS for the performance of administrative functions alleviating the mutual fund of the responsibility for the specific account servicing function taken on by WS or their providers. These networking and shareholder servicing fees are usually fixed dollar amounts or determined based on a percentage paid to WS from certain fund groups or their providers. If expressed as a percentage of invested client fund assets, networking and shareholder servicing fees can range from 0.02% up to but less than 0.30% annually on the value of invested fund holdings. Important Information Regarding Wrap Fees The wrap fee for all the advisory programs, unless stated otherwise in the Fees and Compensation section of this brochure for certain advisory wrap fee programs, typically includes the investment advisory services, execution, custodial, administrative, platform, as well as transaction, activity assessment and exchange fees. The wrap fee does not include commissions or other charges incurred due to transactions effected through a broker or dealer other than WS. The asset-based fee will not be adjusted during any period for appreciation or depreciation in the value of the account or for any deposits or withdrawals in the account. Item 5. Account Requirements and Types of Clients Account Requirements The minimum amount necessary to open an advisory account is typically $100,000 in assets; however, the Financial Consultant can request an exception to accept lower minimum account size. The Strategist Advisory Account Program requires a $10,000 minimum. Accounts that fall below $1,000 in assets will be closed and the WS Managed Assets Department will coordinate with the Financial Consultant to inform the client. WS provides advisory services to individuals, high net worth clients, trusts, pension and profit sharing plans. Item 6. Portfolio Manager Selection and Evaluation Managed Account Program (MMA, SMA, UMA and IMA) Selection Criteria 12  Portfolio managers under the Managed Accounts Program are reviewed and selected based on a set of criteria which may include performance, assets under management, investment philosophy, years in business, education and business background. However, under the IMA program, you, and not the Financial Consultant, designate the independent portfolio managers to manage your assets on a discretionary basis. Reviews of Portfolio Managers Portfolio managers are reviewed on a regular basis and on an as needed basis. Portfolio managers may be replaced for the program or for the client if it does not meet certain criteria which include those mentioned above. Performance information for portfolio managers is reviewed and compared to a relevant benchmark or a qualitative process that is broader than relative benchmark comparisons. Performance information may not be calculated on a uniform and consistent basis by the various portfolio managers. WS does not verify the accuracy of the performance information. Portfolio manager performance may or may not be based on the Global Investment Performance Standards (GIPS). The quarterly performance of your accounts is calculated quarterly and is time weighted. Performance results are calculated on a total return basis inclusive of accrued dividends and income. Selection of Portfolio Managers for Your Accounts Your Financial Consultant will assist you in selecting your portfolio managers for the Managed Accounts Program based on your responses to a set of criteria such as investment objectives, risk tolerance, liquidity needs and time horizon. Your Financial Consultant will help you select your portfolio managers and determine the asset allocation and investment style based on your financial situation and needs. Your Financial Consultant will receive a portion of the wrap fee in connection with the introduction of accounts and for his/her client-related services. WS may receive advice and other services from its affiliates and other related persons. Financial Consultants to Act as Portfolio Managers in the DMA accounts Your Financial Consultant acts as a portfolio manager, and manages your accounts on a discretionary basis, which allows your Financial Consultant to make the investment decision regarding the purchase or sale of investments in your account, however, you may inform your Financial Consultant to not invest in certain securities or types of securities, or to invest only in certain securities or types of securities. Your Financial Consultant will purchase or sell securities in your portfolio on a discretionary basis based on a set of criteria such as investment objectives, risk tolerance, liquidity needs and time horizon. Before managing your account under a discretionary authority, your Financial Consultant must obtain approval from you, as well as from WS. Your Financial Consultant will receive a portion of the wrap fee for his/her advisory services. Performance-Based Fee and Side-by-Side Management WS does not charge performance-based fees with respect to the wrap fee programs. 13  Methods of Analysis, Investment Strategies and Risk of Loss For the Managed Accounts Program (MMA, SMA, UMA, and IMA), your portfolio manager for these programs employs methods of analysis that are described in each adviser’s disclosure document. Each portfolio manager utilizes a variety of investment strategies based on your investment objectives, financial circumstances, risk tolerance, and financial needs. Such strategies typically include long term and short-term purchases of securities. Similarly, for the Discretionary Advisory Accounts Program, your Financial Consultant employs a variety of investment strategies based on your investment objectives, financial circumstances, risk tolerance, and financial needs. Such strategies typically include long term and short-term purchase of securities. Risk of Loss - General Investing in securities involves risk of loss, including the possible loss of principle, that you should be prepared to bear. You must understand that we do not guarantee any returns on any investments or investment strategies. Your investments are not bank deposits, and are not guaranteed by any agency of the U.S. government. Additionally, frequent trading can affect investment performance, particularly through increased brokerage and other transaction costs and taxes. Risk of Loss - Other The performance of your investments can also be affected by other risks such as: Market Risk: the risk of a security’s market value declining, rapidly and unpredictably for short or extended periods. These fluctuations may cause a security to be worth less than the price the investor originally paid Liquidity Risk: the risk that a security is difficult or impossible to sell at the time and price the seller wishes. The seller may have to accept a lower price for the security, sell other securities instead, or forgo a more attractive investment opportunity Call Risk: The risk that a bond investment will be called or purchased back from a client when conditions are favorable to the bond issuer and unfavorable to the client. Manager Risk: The risk that an actively managed mutual fund’s investment adviser will fail to execute the fund’s stated investment strategy. Inflation Risk: When any type of inflation is present, a dollar today will not buy as much as a dollar in the future, because purchasing power is eroding at the rate of inflation. Purchasing Power Risk: The risk that, over time, inflation will lower the value of the returned principal. This means that an investor will be able to purchase fewer goods or services with the proceeds received at maturity. Currency Risk: Overseas investments are subject to fluctuations in the value of the dollar against the currency of the investment’s originating country. This is also referred to as exchange rate risk. 14  Business Risk: These risks are associated with a particular industry or a particular company within an industry. Financial Risk: Excessive borrowing to finance a business’s operations increases the risk of loss, because the company must meet the terms of its obligations in good times and bad. During periods of financial stress, the inability to meet loan obligations may result in bankruptcy and/or a declining market value. Senior debt instruments (e.g., secured bonds) generally have a higher priority of payment if an issuer’s financial strength declines than equity investments (e.g., common stocks). A company facing financial challenges generally must stop paying dividends to shareholders before interrupting interest payments to bondholders. Correlation Risk: The risk that the actual correlation (a statistical measure of how two or more variables move in relation to each other) between two assets (or variables) will be different than the correlation that was assumed or expected. Differences between the actual and expected correlation may result in a portfolio being riskier than was anticipated. Counterparty/Default Risk: The risk that a party to a contract will not live up to (or default on) its contractual obligations to the other party to the contract. Valuation Risk: The risk that an asset is improperly valued in relation to what would be received upon its being sold or redeemed at maturity. Political and Legislative Risk: Companies face a complex set of laws and circumstances in each country in which they operate. The political and economic environment can change rapidly and without warning, with significant impact, especially for companies operating internationally or those companies who conduct a substantial amount of their business internationally. Political and legislative events anywhere in the world may have unforeseen consequences to markets around the world. Credit Risk: the risk that the issuer of a security will default or otherwise become unable to honor a financial obligation. Generally, the lower a security’s credit rating, the higher its credit risks. If a security’s credit rating is downgraded, its price tends to decline sharply, especially as it becomes more probably that the issuer will default. Adverse changes in the creditworthiness of the issuer (whether or not reflected in changes to the issuer’s rating) can decrease the current market value and may result in a partial or total loss of an investment. Interest Rate Risk: the risk that debt prices overall will decline over short or long periods due to rising interest rates. Interest rate risk usually is modest for shorter-term securities, moderate for intermediate- term securities, and high for longer-term securities. A change in a central bank’s monetary policy or improving economic conditions may result in an increase in interest rates. Rising interest rates could decrease liquidity in the fixed income securities markets, making it more difficult to sell fixed income securities. Additionally, decreased market liquidity also could make it more difficult to value a fixed income security Reinvestment Risk: the risk that the proceeds, dividends, or interest generated from an investment are reinvested in a security that offers a lower rate of return compared to the returns generated by the original investment Concentration/Non-diversification Risk: the risk involved with excessive exposure to securities in 15  any one issuer, industry, or sector Management Risk: the risk that a strategy or investment technique used by your Financial Consultant or WS may fail to produce the intended result or achieve its investment objective Tax Risk: the risk of unfavorable tax consequences to a client that could result from the administration of a client account pursuant to the advisory services described in this Brochure ETFs, Mutual Funds and Other Pooled Vehicles Risk In addition to all of the risks associated with investing in securities generally, ETFs, mutual funds and other pooled vehicles are subject to the risk that they may not effectively achieve the performance of the index, industry or other market(s) they are intended to track (if they seek such tracking), in addition to the risks that expenses reduce returns, that management is not successful at its stated program, that there are conflicts of interest, that the investment is illiquid or has low trading volume and that non- investment operations become subject to error and mismanagement, resulting in losses. These securities may also have exposure to derivative instruments, which may not perform as expected, along with other investment risks described in their prospectuses, statements of information and other disclosure documents. High Levels of Trading Risk Investment strategies such as portfolio rebalancing can lead to high levels of trading. High levels of trading could result in (a) bid-ask spread expense; (b) trade executions that may occur at prices beyond the bid-ask spread (if quantity demanded exceeds quantity available at the bid or ask); (c) trading that may adversely move prices, such that subsequent transactions occur at worse prices; (d) trading that may disqualify some dividends from qualified dividend treatment; (e) unfulfilled orders or portfolio drift, in the event that markets are disorderly or trading halts altogether and (f) unforeseen trading errors. Investment Style Risk Different investment styles tend to shift in and out of favor depending upon market and economic conditions and investor sentiment. Portfolios will outperform or underperform other portfolios that invest in similar asset classes but employ different investment styles. Management Risk A portfolio is subject to management risk, which is the risk that the investment process, techniques and analyses applied will not produce the desired results, and those securities or other financial instruments selected for a portfolio has in the past and likely will in the future result in returns that are inconsistent with the portfolio’s investment objective. In addition, legislative, regulatory, or tax developments will affect the investment techniques or opportunities, available in connection with managing the portfolio and has in the past and likely will in the future also adversely affect the ability of the portfolio to achieve its investment objective. 16  Underlying Fund Risk A portfolio investing in funds (underlying funds), includes, but is not limited to the performance of the underlying fund and investment risk of the underlying funds’ investment, as the underlying funds could involve highly speculative investment techniques, including extremely high leverage, highly concentrated portfolios, workouts and startups, control positions and illiquid investments. In particular, the risks for a portfolio operating under a fund of funds structure include, but are not limited to, the following: the performance of the portfolio will depend on the performance of the underlying funds’ investments; there can be no assurance that a multi-manager approach will be successful or diversified, or that the collective performance of underlying fund investments will be profitable; one or more underlying funds will be allocated a relatively large percentage of the portfolio’s assets; there can be limited information about or influence regarding the activities of the underlying fund’s investment advisors and underlying funds, like any other asset, will be subject to trading restrictions or liquidity risk. Portfolio investments in underlying funds will generally be charged the proportionate share of the expenses of investing in the underlying fund(s). Technology and Cyber Security Risks WS and our clients rely heavily on telecommunication, information technology and other operational systems, whether WS or those of others. These systems may fail to operate properly or become disabled as a result of events or circumstances wholly or partly beyond our or their control. Despite implementation of a variety of risk management and security measures, our information technology, and other systems, and those of others, could be subject to physical or electronic breaches resulting in a failure to maintain the security, availability, integrity, and confidentiality of data assets. Technology failures or cyber security breaches, deliberate or unintentional, could delay or disrupt our ability to do business or service our clients, harm our reputation, result in a violation of applicable privacy and other laws, require additional compliance costs, subject us to regulatory inquiries or proceedings and other claims, lead to a loss of clients and revenues or financial loss to our clients or otherwise adversely affect our business. WS has policies and controls to identify and assess ongoing cybersecurity threats to physical security, information security and potential data breaches. WS reviews and assesses prospective and existing vendors through use of firewalls and regular risk assessments. If an incident does occur, procedures are in place to detect, report and resolve consequences related to cyber concerns. Business, Terrorism, and Catastrophe Risks These are the risks of loss that may be incurred, indirectly, due to the occurrence of various events, including hurricanes, earthquakes and other natural disasters, terrorism, and other catastrophic events such as a pandemic. These catastrophic risks of loss can be substantial and could have a material adverse effect on WS’s business and on your portfolios. Voting Client Securities WS does not vote client proxies. Although WS may provide investment advisory services relative to client investment assets, clients maintain exclusive responsibility for: 1) Directing the manner in which proxies solicited by issuers of securities beneficially owned by 17  client shall be voted; and 2) Making all elections relative to any mergers, acquisitions, tender offers, bankruptcy proceedings or other type events pertaining to client’s investment assets. WS, as custodian of client assets, will forward to clients copies of all proxies and shareholder communications relating to clients’ investment assets. For the Managed Accounts Program, respective third-party money managers are responsible for voting proxies on behalf of clients. Each money manager has respectively adopted policies and procedures in an effort to ensure that votes are cast in the best interests of its clients. The proxy voting policies and procedures relating to third-party money managers can generally be found in their respective Part 2A of Form ADV (or substitute brochures) and other documents prepared or information furnished by the money managers. Item 7. Client Information Provided to Portfolio Managers For the Separately Managed Accounts, your portfolio manager(s) will receive records necessary to initiate trading and ongoing account maintenance. Updated information will be provided to the portfolio manager(s) only as necessary to continue servicing your account. Item 8. Client Contact with Portfolio Managers For the Separately Managed Accounts, you may communicate directly with your portfolio manager(s) although you are encouraged to engage in such communication through your Financial Consultant. Item 9. Additional Information Disciplinary Information WS is a registered investment adviser and a registered broker-dealer. The disciplinary information listed below is related to the activities of the broker-dealer and investment adviser. In addition to the disciplinary events listed below, you can find additional information at http://www.adviserinfo.sec.gov/ In August 2023, the SEC alleged that WS failed to adhere to certain recordkeeping requirements and WS’s own policies. Using their own personal devices, employees communicated both internally and externally by personal text messages or other text messaging platforms such as WhatsApp (“Off- Channel Communications”). From at least January 2019, Wedbush employees sent and received Off- Channel Communications that related to the business of the Registered Investment Advisor operated by Wedbush. WS did not maintain or preserve the substantial majority of these written communications. WS’s widespread failure to implement its policies and procedures that prohibit such communications led to its failure to reasonably supervise its employees. 18  In June 2023, it was found that Wedbush Securities failed to ensure one of its broker-dealer agents was properly registered prior to transaction business in Massachusetts. In November 2022, without admitting or denying the findings to FINRA, WS consented to the sanctions and to the entry of findings that WS negligently misrepresented the default status of bonds on customer account statements. The findings stated that WS generated and distributed more than 19,600 monthly account statements to customers that inaccurately represented that municipal or corporate bonds held by customers were making interest or principal payments, when, in fact, the bonds were in default. By making negligent misrepresentations and making and preserving inaccurate account statements, WS violated Municipal Securities Rulemaking Board (MSRB) Rules G-17 and G-8. The findings stated that WS failed to establish and maintain a supervisory system reasonably designed to review the accuracy of account statements it sent to customers. Although WS received notice when bonds held by customers had defaulted, WS did not have any system to verify that such information was reflected in the system the firm used to maintain information about securities held by customers. The findings also included that WS failed to deliver required annual privacy notices, margin disclosures, and order execution disclosures. WS was responsible for providing a third-party vendor with required notices and disclosures to include with account statements delivered to customers. However, WS failed to instruct the vendor to append the required notices and disclosures to the account statements sent electronically to WS’s customers, and as a result, WS failed to deliver more than 400,000 required notices and disclosures to approximately 14,900 customers. In January 2022, NYSE ARCA Enforcement alleged that: the Firm failed to establish and maintain a reasonable supervisory system as to the Firm’s founder and former president, and certain accounts that he actively traded on behalf of customers, himself, and the Firm or its affiliates; the Firm continued to allow the founder to trade for these customer accounts along with his personal and proprietary accounts, without an adequate process or procedures in place to supervise the order entry, trade executions, or trade allocations in these accounts; the founder and his trading assistant used an order management system that was not frequently used by other members of the Firm; the order management system did not provide the ability to assign orders to a specific Firm affiliate accounts before execution and did not interface directly with the Firm’s back office system; the founder’s trading assistant manually inputted account allocations for trades executed by him after the trades occurred; the method for determining trade allocations for executed orders in the affiliate accounts remained undocumented and unapproved by the Firm, and there continued to be no independent mechanism at the Firm to assess the appropriateness of the allocations; the founder’s trading activity presented conflicts of interest, and these conflicts were compounded by the fact that the founder regularly engaged in day trading for his personal and proprietary accounts in some of the same securities that he trading on behalf of his customers. In addition, NYSE alleged that as a consequence of failing to allocate orders entered on behalf of the affiliate accounts to specific accounts prior to order execution, the Firm continued to inaccurately mark a subset of principal orders in certain proprietary accounts as agency. NYSE acknowledged that the Firm made efforts to provide direct lines of supervision over the founder, but alleged that these efforts were delayed and did not reasonably resolve all of the issues identified herein. NYSE charged the Firm with violations of NYSE ARCA Rules 11.18, 11.1(B), and 9.2010-E. In December 2021, the Securities and Exchange Commission (“SEC”) accepted an offer of settlement from Wedbush. Pursuant to the settlement offer, Wedbush did not admit or deny the SEC’s findings that Wedbush willfully violated sections 5(a) and 5(c) of the Securities Act of 1933 (The “Securities Act”), and section 17(a) of the Exchange Act of 1943 (The “Exchange Act”), and Rule 17A-8 thereunder. Wedbush was ordered to: cease and desist from committing or causing any violations and 19  any future violations of sections 5(a) and 5(c) of the securities act and section 17(A) of the Exchange Act and Rule 17A-8 promulgated thereunder; was censured; was ordered to comply with the undertakings enumerated in the offer; and agreed to pay disgorgement of $173,508.40, prejudgment interest of $34,332.16, and a civil penalty $1,000,000 to the Commission. In September 2019, without admitting or denying the findings therein, except as to the Securities and Exchange Commission’s (“SEC”) jurisdiction over it and the subject matter of those proceedings, the SEC accepted WS’s offer of settlement, along with 94 other investment advisers, who voluntarily participated in the SEC’s self-reporting Share Class Selection Disclosure Initiative (“SCSD”). The Order alleged that WS willfully violated Sections 206(2) of the Investment Advisers Act of 1940 (the “Advisers Act”) in connection with inadequate disclosures on conflict s of interest related to (a) the receipt of 12b-1 fees, and/or (b) the selection of mutual fund share classes that pay such fees for the period from January 1, 2014 to June 26, 2018. WS was censured and ordered to cease and desist from committing or causing any violations and any future violations of Sections 206(2) of the Advisers Act. WS is ordered to pay disgorgement of $1,703,194.38 along with prejudgment interest of $149,346.59 to affected investors totaling $1,852,540.97. WS is also ordered to comply with several undertakings. In February 2018, without admitting or denying the accusations, the Securities and Exchange Commission (“SEC”) accepted WS’s offer of settlement in which WS willfully violated sections 15c3-3, known as the customer protection rule and 17a-1 of the Exchange Act and Rule 17a-5 thereunder, for the period from September 2014 through January 2015. WS was censured and ordered to cease and desist from committing or causing any violations and any future violations of Sections 15c3 and 17a1 of the Exchange Act and Rules 15c3-3 and 17a-5(a) thereunder. WS is ordered to pay disgorgement of $275,851 along with prejudgment interest of $28,346 and ordered to pay a civil money penalty in the amount of $1,000,000 plus post-order interest to the Securities and Exchange Commission. WS is also ordered to comply with an undertaking to retain a qualified independent consultant to conduct a comprehensive review of the firm’s system and controls. In February 2018, without admitting or denying the allegations, the firm consented to the sanctions and to the entry of findings from the Financial Industry Regulatory Authority, Inc. (“FINRA”) that the firm created and/or increased deficits in its segregation requirement through deliveries or returns of securities. The findings also stated that firm improperly calculated its customer reserve formula which resulted in hindsight deficiencies between $945,000 and $77 million. The findings also included that the firm failed to establish and maintain a supervisory system, including written procedures reasonably designed to achieve compliance with both the possession or control requirement and the customer reserve account requirement of the customer protection rule. Under the terms of the offer, the firm has also consented, without admitting or denying the allegations and to the entry of findings and violations arising out of examinations conducted by FINRA in 2014, 2015, and 2016, as described below, and to the imposition of the sanctions. The additional findings are as follows: from positions in certificates of deposit (CDs) issued by major financial institutions for which there was no “ready market,” for over five business days, but failed to deduct the value of each position exceeding 30% of the firm’s tentative net capital. The firm created and maintained inaccurate books and records that inaccurately reported the amounts the firm was required to maintain in its customer reserve account and inaccurately reported its net capital. Without admitting or denying the findings, the firm agreed to a censure and fine of $1,500,000. Financial Industry Regulatory Authority, Inc. (“FINRA”) alleged that Mr. Edward Wedbush, as 20  President of WS, failed to establish and maintain a supervisory system and establish, maintain, and enforce WS’s policies reasonably designed to achieve compliance with rules regarding regulatory filings. FINRA alleges that the firm had late and inaccurate filings of Forms RE-3/U4/U5. On October 11, 2016, Mr. Wedbush appealed the National Adjudicatory Council decision to the United States Court of Appeals for the Ninth Circuit. The U.S. Court of Appeals decision rendered April 20, 2018 denied Mr. Wedbush’s petition for review. The decision became final on July 19, 2018. Mr. Wedbush was suspended in any principal capacity for 31 days from August 20, 2018 through September 19, 2018 and paid a $50,000 fine. Other Financial Industry Activities and Affiliations WS is a registered investment adviser and a registered broker-dealer. Generally, Financial Consultants of WS are also registered representatives of WS Broker-Dealer (non-advisory). Therefore, the wrap fees charged may be higher than if the client were to purchase the individual securities without participation in the advisory programs. A non-advisory brokerage account based on commissions instead of an advisory fee-based account could be used to effect few transactions in which case the amount of revenue earned by WS and the Financial Consultant would be less than if a wrap fee were assessed on the account’s asset base. This may pose a conflict of interest in that the Financial Consultant may have an incentive to recommend a wrap fee program instead of a brokerage account. Your Financial Consultant is responsible for assessing whether a wrap fee program is appropriate for you and in your best interest based on your investment strategy and the frequency of transactions. Code of Ethics, Participation or Interest in Client Transactions and Personal Trading WS has adopted the Investment Adviser Code of Ethics (the “Code of Ethics”) pursuant to Rule 204A-1 under the Advisers Act expressing the firm’s commitment to ethical conduct. Access Persons, as defined by Rule 204A-1 under the Advisers Act, must adhere to employee trading policies. Personal trades made by officers, employees, and associated persons, which include Financial Consultants and Portfolio Managers, are reviewed by the WS Compliance Control Room. WS’s Code of Ethics further includes the firm’s policy prohibiting the use of material non-public information. The foundation of the Firm’s ethical standards is a commitment to observing the letter and the spirit of the law. Access Persons or Supervised Persons, both defined above, shall know and comply with all applicable securities laws, rules, and regulations applicable to WS’ businesses, including among others, the laws governing the acts of investment advisers. Likewise, all Access Persons or Supervised Persons of WS are required to be familiar and comply with the Code of Ethics, with all the foregoing sections, the WS Investment Adviser written supervisory procedures, and the Code of Ethics, as each applies to their business unit. When in doubt, each Access Person or Supervised Person shall seek advice from their designated supervisor and/or the WS Compliance Department where the Chief Compliance Officer (the “CCO”) sits. Investment advisers are fiduciaries that owe their undivided loyalty to their clients, are trusted to represent clients’ interests, and must hold themselves to the highest standard of fairness in all such matters. The Code of Ethics is intended to reflect fiduciary principles that govern the conduct of WS and its Access Persons or Supervised Persons in those situations where WS acts as an investment adviser, as 21  defined under the Advisers Act, in providing investment advice to clients. It is consistent with WS Policies, the WS Written Supervisory Procedures (“WSP”), and the WS Colleague Handbook, while articulating specific standards of ethics under the Advisers Act. The Code of Ethics does not create or amend any employment contract between WS and any of its Access Persons’ or Supervised Persons’ ‘at will’ employment status. In the event of any conflict between the Code of Ethics and any written employment contract, the terms of the employment contract shall govern, unless otherwise prohibited by law. Access Persons and Supervised Persons have fiduciary duties to their advisory clients and must uphold these duties pursuant the aforementioned sections of the Advisers Act. Access Persons and Supervised Persons owe their undivided loyalty, utmost good faith, and investment advice that is in the best interests of their clients. Access Persons and Supervised Persons should not engage in any activity in conflict with the interest of any client, should disclose any conflicts of interests, and should take steps reasonably necessary to fulfill their obligations. Access Persons and Supervised Persons must employ reasonable care to avoid misleading clients and they must provide full and fair disclosure of all material facts to their clients and prospective clients. Departure from this fiduciary standard or violations of WS policies and procedures may constitute “fraud” under Section 206 of the Advisers Act. Any act that is in violation of the Code of Ethics may result in disciplinary action including written warning, referral to the WS Disciplinary Committee, disgorgement, suspension, and/or termination of employment or independent contractor relationship. An Access Person or Supervised Person who has knowledge of conduct that violates the Code of Ethics must promptly report such conduct to the WS Compliance Department. Failure to report violations may result in disciplinary action, also up to and including termination. Anyone who raises an issue regarding a possible violation of the Code of Ethics will be protected from retaliation, even if the claim turns out to be unfounded, as long as it was made in good faith. Clients and prospective clients may request a copy of the Code of Ethics by contacting the WS Compliance Department at (213) 688-8000 or by email to Compliance@wedbush.com. Participation or Interest in Client Transactions WS provides full-service investment banking, broker-dealer, and asset management services. As a full-service organization, WS and its directors, officers, and Financial Consultants may have multiple advisory, transactional, financial and other interests in securities, instruments and companies that may be purchased or sold by its advisory clients and may buy or sell securities it also recommends to clients. As a broker or agent, WS effects securities transactions for compensation for any client. WS has established policies, procedures, and controls reasonably designed to address conflicts of interests arising between advisory accounts and the firm’s businesses. Financial Consultants are prohibited from engaging in principal transactions with you and from acting as a broker (or an affiliate of the adviser acting as a broker) for the counterparty to any client transaction as to which the adviser representative acted as an investment adviser (known as an "agency cross" transaction) unless, in each case, the Financial Consultant has given the client prior written notice of the capacity in which he is acting and has received the client's consent to the 22  transaction. When acting as agent or principal, WS may charge client a commission, markup, markdown or other commission equivalent. It is the policy of WS that no person associated with WS shall prefer his or her own interest to that of an advisory client or make personal investment decisions based on the investment recommendations and/or decisions of advisory clients. Personal Trading In order to prevent conflicts of interest by a Financial Consultant who buys or sells in his/her account the same security that he/she buys or sells for your account, the client’s transactions must precede or be given priority over the Financial Consultant’s transactions. Otherwise, the Financial Consultant’s trade and your trade would be adjusted to receive the average price. However, if you received a better price on a buy or sell of the same security even if your trade occurred after the Financial Consultant’s trade, you would be afforded the better price. To prevent insider trading and to comply with WS’s Prevention of Insider Trading Policy, WS maintains a Restricted List to monitor and restrict employee trades on equity securities and its respective options for any company placed on the list. The Restricted List is used when the WS Research Department issues a research report on a material event such as an opinion change or initiation of coverage. Although Financial Consultants are restricted from buying or selling companies on the restricted list, clients are generally not prohibited from effecting transactions in those securities. Additionally, virtual “walls” may be put into place to prevent communications between different business departments regarding specific securities, as necessary.WS may recommend to advisory clients that they buy or sell securities or investment products in which WS or a related person has some financial interest. From time to time, WS and its affiliates, directors, officers and Financial Consultants, through such WS activities as research, corporate finance and investment banking, may become aware of non-public information concerning companies which could reasonably be expected to affect purchases or sales of those companies’ securities. Various procedures are used to isolate inside information from trading activity. However, to comply with applicable law, from time to time WS may be required to restrict the purchase or sale of a security, which might otherwise be purchased or sold for the advisory accounts. In addition, WS shall have no obligation to obtain any inside information about any issuer of securities, or to effect transactions for advisory accounts on the basis of any inside information as may come into its possession, or make any research or analysis prior to its public dissemination. WS has adopted a Code of Ethics designed to address the potential conflict of interests involving personal securities trading by Financial Consultants. WS shall have no obligation to recommend for purchase or sale by advisory accounts any instrument that WS or its Financial Consultants may purchase or sell for themselves or for any other clients. Review of Accounts Each new account is initially reviewed at account opening by the Financial Consultant and the designated supervisor in the respective offices to determine suitability level. Thereafter, the Financial Consultant and the designated supervisors in the offices monitor performance of client accounts 23  on an ongoing basis. Wealth Management personnel may also monitor and review accounts on an ongoing basis. The WS Managed Assets Department coordinates with the applicable Financial Consultant and client outreach is initiated should an account reach a high cash balance, or if the number of transactions effected on behalf of the account falls below a certain threshold. Clients receive monthly account statements if there is activity; otherwise, your custodian provides quarterly statements to clients. Quarterly performance reports are made available for all fee-based accounts. Typically, under one of the Managed Account Program accounts, the Financial Consultants and/or designated supervisors may communicate with the portfolio manager in the following circumstances, but is not limited to, when there is a change in the client’s financial situation, objective, or risk tolerance. Client Referrals and Other Compensation From time to time, WS enters into arrangements with certain non-supervised persons, including entities or individuals, where WS compensates them for introducing or referring clients to WS. Financial Information WS has never filed for bankruptcy and is not aware of any financial condition that is expected to impair its ability to meet its contractual obligation to client accounts. 24