Flagstone Financial Management is an investment adviser registered with the United States Securities and Exchange Commission (“SEC”) and is a Limited Liability Company formed under the laws of the State of Nebraska in September 2016.
• Flagstone Financial Management is 100% owned by Flagstone Holdings, a holding company of which Michael T. Johnson is the primary shareholder and President. Michael T. Johnson is the Chief Compliance Officer of Flagstone Financial Management.
• Flagstone Financial Management has been registered as an investment adviser since November 2016. The investment advisory services of Flagstone Financial Management are provided to you through an appropriately registered individual who is an investment adviser representative of Flagstone Financial Management (referred to as your investment adviser representative throughout this brochure). Advisory Services The following are descriptions of the primary advisory services of Flagstone Financial Management. Please understand that a written agreement, which details the exact terms of the service, must be signed by you and Flagstone Financial Management before we can provide you with the services described below. Investment Management We are the sponsor of the Strategic Wealth Management Program (“SWM Program”), a non-wrap fee asset management program developed through an arrangement using LPL Financial Corporation’s (“LPL”) Strategic Wealth Management platform. Through the SWM Program, we provide investment management services, including providing continuous investment advice and making investments for you based on your individual needs. Through this service, we offer a customized and individualized investment program. An asset allocation strategy and suitability profile are created to focus on your specific goals and objectives. Your suitability information should be updated regularly, but at a minimum, annually. SWM Program accounts are custodied at LPL in its capacity as a registered broker/dealer, member FINRA/SIPC. LPL is also an investment advisor registered with the SEC but does not serve as an investment advisor for you through the SWM Program. LPL provides clearing, custody and other brokerage services for accounts established through the SWM Program. Therefore, you are required to establish a brokerage account(s) through LPL’s Strategic Wealth Management platform. Separate accounts are maintained for you, and you retain all rights of ownership of your accounts (e. g., the right to withdraw securities or cash, exercise proxy voting, and receive transaction confirmations). SWM Program accounts allow you to authorize us to purchase and sell, on either a discretionary or non- discretionary basis, portfolios consisting of securities and investments. We can limit our discretion with respect to your account and the securities eligible to be purchased for your account. Flagstone Financial Management, LLC Page 5 Form ADV Part 2A: Firm Brochure (See, Limits Advice to Certain Types of Investments under Item 4 - Advisory Business, relative to possible securities and investments utilized. See Item 16 - Investment Discretion, for information concerning discretionary authority.) You will receive an account statement from LPL showing account activity as well as positions held in the account as of the statement end date. You will automatically receive quarterly statements from LPL unless you elect to receive monthly statements by informing us of your preference. Monthly statements are available to view online through LPL’s account view portal regardless of the frequency of mailed statements. Additionally, you will receive confirmation of each transaction that occurs within the SWM Program account unless the transaction is the result of a systematic purchase, redemption or exchange. All account data, performance reports, and statements will be produced and provided by LPL. These items are also available to view online through LPL’s account view portal. Financial Planning & Consulting Services We provide financial planning services on topics such as retirement planning, risk management, tax planning, college savings, cash flow, debt management, work benefits, and estate and incapacity planning. Financial planning is a comprehensive evaluation of your present and future financial state, using currently known variables to forecast cash flows, asset values, and withdrawal plans. Through the financial planning process, we will consider your entire financial and life situation to provide holistic advice that is specific to you and designed to help you achieve your stated financial goals and objectives. We will present the financial plan in an interactive manner, in person or remotely, and upon request, we will provide you with a copy of your financial plan report. In general, the financial plan will address any or all of the following areas of concern. You and the advisor will work together to select the specific areas to cover. These areas can include, but are not limited to, the following: 1. Financial Goals: We will help you identify financial goals and develop a plan to reach them. We will identify what you plan to accomplish, what resources you will need to make it happen, how much time you will need to reach the goal, and how much you should budget for your goal. 2. Investment Analysis: This can involve developing an asset allocation strategy to meet your financial goals and risk tolerance, providing information on investment vehicles and strategies, reviewing employee stock options, as well as assisting you in establishing your own investment account at a selected broker/dealer or custodian. The strategies and types of investments we recommend are further discussed in Item 8 of this brochure. 3. Retirement Planning: Our retirement planning services typically include projections of your likelihood of achieving your financial goals, typically focusing on financial independence as the primary objective. For situations where projections show less than the desired results, we will make recommendations, including those that will impact the original projections by adjusting certain variables (e.g., working longer, saving more, spending less, taking more risk with investments). If you are near retirement or already retired, advice can be given on appropriate Flagstone Financial Management, LLC Page 6 Form ADV Part 2A: Firm Brochure distribution strategies to minimize the likelihood of running out of money or having to adversely alter spending during your retirement years. 4. Tax Planning Strategies: Advice can include ways to minimize current and future income taxes as a part of your overall financial planning picture. Examples include recommendations on which type of account(s) or specific investments should be owned based in part on their “tax efficiency,” with consideration that there is always a possibility of future changes to federal, state or local tax laws and rates that can impact your situation. We recommend that you consult with a qualified tax professional before initiating any tax planning strategy, and we will provide you with contact information for accountants or attorneys who specialize in this area if you wish to hire someone for such purposes. We will participate in meetings or phone calls between you and your tax professional with your approval or request. 5. Estate Planning: This typically includes an analysis of your exposure to estate taxes and your current estate plan, which can include whether you have a will, powers of attorney, trusts, and other related documents. Our advice also typically includes ways for you to minimize or avoid future estate taxes by implementing appropriate estate planning strategies such as the use of applicable trusts. We always recommend that you consult with a qualified attorney when you initiate, update, or complete estate planning activities. We will provide you with contact information for attorneys who specialize in estate planning when you wish to hire an attorney for such purposes. We will participate in meetings or phone

calls between you and your attorney with your approval or request. 6. College Savings: This includes projecting the amount that will be needed to achieve college or other post-secondary education funding goals, along with advice on ways for you to save the desired amount. Recommendations as to savings strategies are included, and, if needed, we will review your financial picture as it relates to eligibility for financial aid or the best way to contribute to grandchildren (if appropriate). 7. Insurance: This includes a review of existing policies to ensure proper coverage for life, health, disability, long-term care, liability, home, and automobile. Flagstone does not sell insurance products or receive compensation from the sale of insurance products. 8. Risk Management: A risk management review includes an analysis of your exposure to major risks that could have a significant adverse impact on your financial picture, such as premature death, disability, property and casualty losses, or the need for long‐term care planning. Advice can be provided on ways to minimize such risks and about weighing the costs of purchasing insurance versus the benefits of doing so and, likewise, the potential cost of not purchasing insurance (“self‐insuring”). 9. Employee Benefits Optimization: We will provide review and analysis as to whether you, as an employee, are taking the maximum advantage possible of your employee benefits. If you are a business owner, we will consider and/or recommend the various benefit programs that can be structured to meet both business and personal retirement goals. Flagstone Financial Management, LLC Page 7 Form ADV Part 2A: Firm Brochure 10. Cash Flow and Debt Management: We will conduct a review of your income and expenses to determine your current surplus or deficit along with advice on prioritizing how any surplus should be used or how to reduce expenses if they exceed your income. Advice will also be provided on which debts to pay off first based on factors such as the interest rate of the debt and any income tax ramifications. We will also recommend what we believe to be an appropriate cash reserve that should be considered for emergencies and other financial goals, along with a review of accounts (such as money market funds) for such reserves, plus strategies to save desired amounts. 11. Business Planning: We provide consulting services for clients who currently operate their own business, are considering starting a business, or are planning for an exit from their current business. Under this type of engagement, we work with you to assess your current situation, identify your objectives, and develop a plan aimed at achieving your goals. Employer Plan Services Our firm provides employee benefit plan services to employer plan sponsors on an ongoing basis. Generally, such services consist of assisting employer plan sponsors in establishing, monitoring and reviewing their company's participant-directed retirement plan. However, our advice can also include investment options, plan structure, and participant education. In providing employee benefit plan services, our firm does not provide any advisory services with respect to the following types of assets: employer securities, real estate (excluding real estate funds and publicly traded REITS), participant loans, non-publicly traded securities or assets, other illiquid investments, or brokerage window programs (collectively, “Excluded Assets”). Donor Advised Funds – Investment Management Our firm provides investment management services for select Donor Advised Funds (DAF). This service is available to Flagstone clients who utilize DAF sponsors that partner with LPL Financial as custodian. Upon the donation of a charitable gift, ownership of the donation transitions to the DAF sponsor. However, through mutually agreed upon arrangements between the donor, Flagstone and the DFA sponsor, Flagstone will manage the investments according to the donor’s charitable objectives and preferences. The decision to initiate a charitable donation or grant from the DAF rests solely with the client who donated the gift. Each DAF sponsor may establish minimum donation thresholds for setting up a new DAF. For further information, we encourage clients to refer to the DAF sponsor’s program requirements. General Information about our Services Advice Limited to Certain Types of Investments Flagstone provides investment advice on the following types of investments:
• Mutual Funds
• Exchange-listed Securities
• Securities Traded Over the Counter
• Certificates of Deposit
• Municipal Securities
• Variable Annuities Flagstone Financial Management, LLC Page 8 Form ADV Part 2A: Firm Brochure
• U.S. Government Securities
• Corporate Bonds Although we generally provide advice only on the products previously listed, we reserve the right to offer advice on any investment product that we consider suitable for each client’s specific circumstances, needs, goals and objectives. It is not our typical investment strategy to attempt to time the market, but we can increase cash holdings modestly as deemed appropriate based on your risk tolerance and our expectations of market behavior. We will modify our investment strategy to accommodate special situations such as low basis stock, stock options, legacy holdings, inheritances, closely held businesses, collectibles, or special tax situations. (Please refer to Item 8 – Methods of Analysis, Investment Strategies and Risk of Loss for more information.) Advisory Services Tailored to Individual Needs of Clients Flagstone Financial Management’s advisory services are provided based on your individual needs. We work with you on a one-on-one basis through interviews or questionnaires to determine your investment objectives and suitability information. We will not enter an investment adviser relationship with a prospective client whose investment objectives are considered incompatible with our investment philosophy or strategies or where the prospective client seeks to impose unduly restrictive investment guidelines. Financial Planning and Non-Investment Consulting or Implementation Services Flagstone Financial Management provides financial planning and consulting services regarding non- investment related matters, such as estate planning, retirement planning, tax planning, insurance, etc. Flagstone Financial Management does not serve as an attorney, accountant, or insurance agent, and no portion of Flagstone Financial Management’s services should be construed as such. To the extent requested by a client, Flagstone Financial Management will recommend the services of other professionals for certain non-investment implementation purposes (i.e., attorneys, accountants, insurance, etc.). You are under no obligation to engage the services of any such recommended professional. You retain absolute discretion over all such implementation decisions and are free to accept or reject any recommendation from Flagstone Financial Management and/or its investment adviser representatives. Please Note: If you engage any such recommended professional, and a dispute arises thereafter relative to such engagement, you agree to seek recourse exclusively from and against the engaged professional. Client Obligations: In performing its services, Flagstone Financial Management shall not be required to verify any information received from you or from your other professionals and is expressly authorized to rely thereon. Moreover, you are advised that it remains your responsibility to promptly notify Flagstone Financial Management if there is ever any change in your financial situation or investment objectives for the purpose of reviewing, evaluating, or revising our previous recommendations and/or services. Flagstone Financial Management, LLC Page 9 Form ADV Part 2A: Firm Brochure Discretionary Assets Under Management by Flagstone Financial Management As of December 31, 2023, our firm actively manages $ 318,028,853 of client assets on a discretionary basis.