Description of the Firm Canopy Financial, LLC, d/b/a Canopy Wealth Management ("Canopy"), is a Michigan limited liability company founded in 2018 with its principal place of business in Wisconsin. Canopy has been registered with the Securities and Exchange Commission since August 2018. As of December 31, 2023, Canopy managed approximately $1,280,096,449 in client assets under management, of which $1,094,638,810 was managed on a discretionary basis and $185,457,639 was managed on a non-discretionary basis. Additionally, Canopy has approximately $83,809,196 of assets under advisement. Canopy is deemed to have custody of $7,325,767 of client assets. Canopy is owned by (1) ERN-CD Arizona, LLC, a company of which one hundred percent (100%) equity interest is owned by Chad Wing, (2) ERn Michigan, Inc., a corporation of which one hundred percent (100%) equity interest is owned by Ernest Moosherr , and (3) ERn Wisconsin, Inc., a corporation, of which a ninety percent (90%) equity interest is owned by Eric Raether and a ten percent (10%) equity interest is owned by David Muehl. Description of Services Offered The following paragraphs describe the services offered by Canopy. Please refer to the following paragraphs for more detail about the specific service, and how we tailor our services to your individual needs. As used in this Brochure, the words "our" and "us" also refer to Canopy. The words "you," "your" or "client" refer to our clients and prospective clients. Other terms may be defined later in this Brochure as well. Investment Advisory Services Canopy offers continuous and ongoing investment advice and portfolio management services. Investment planning is designed to provide a retirement roadmap of income and expenses over the client's life. Our advice and services are tailored to meet our client's individual needs, life circumstances and investment goals. We have discussions with the client to determine the client's investment objectives, risk tolerance, time horizons and liquidity needs. Generally, we use the information we gather to prepare an individualized investment policy statement ("Investment Policy or "IPS") for the client. Clients may impose reasonable restrictions and guidelines on investing in certain securities, types of securities or industry sectors. We expect all such restrictions to be timely communicated to us. Client restrictions and guidelines may negatively affect investment performance. Clients must inform us of any changes to their financial circumstances, investment objectives or risk tolerance, or of any modifications or restrictions that are imposed on the management of the client's account. In this manner, Canopy can better serve our clients' needs. Account management and supervision is guided by the client's IPS and market conditions. We manage clients' investment accounts on a discretionary and non-discretionary basis. Once we construct an Investment Policy for a client, we will monitor the portfolio's performance on an ongoing and continuous basis, unless otherwise agreed, and will make adjustments and reallocations as necessary due to changes in market conditions and the client's circumstances, as communicated to us. For our discretionary asset management services, Canopy will receive a limited power of attorney to effect securities transactions on behalf of a client. The client may limit our discretionary authority by providing us with a written communication that details restrictions and other guidelines. Unless otherwise agreed to by the client and Canopy, if we manage a client's account on a non-discretionary basis, we will have the ongoing responsibility to make investment recommendations based on the client's individualized investment strategy or we will develop and implement an asset allocation strategy, which we will continuously monitor and supervise. We would first obtain a client's approval before executing transactions in a non-discretionary account. Requests for approval will be communicated via electronic mail to an authorized account or via a telephone call to an authorized phone number. The client will be responsible for responding in a timely manner. We explore different types of investment options and strategies in the design of a client's customized IPS. Our investment recommendations are not limited by any specific product or service offered by a broker- dealer or custodian. These recommendations will generally include, but not necessarily be limited to, security types from the following list:
• Money market funds and other cash instruments
• Exchange listed securities, and securities traded over-the-counter
• Mutual fund shares, SMAs and exchange traded fund shares – passive and actively managed, including mutual funds held at the fund company
• Closed end fund shares
• Certificates of deposit
• Corporate debt securities
• Municipal securities
• U.S. governmental securities
• Options
• Variable (No-Load) annuity products (not held by our custodian) Each type of security has its own unique set of risks associated with it, and it would not be possible to list all of the specific risks of every type of investment. Even within the same type of investment, risks can vary widely. However, in very general terms, the higher the anticipated return of an investment, the higher the risk of loss associated with it. Because some types of investments involve certain additional degrees of risk, they will only be recommended and implemented when consistent with the client's IPS. Financial Planning Services (Non-Subscription) Canopy also provides financial planning services. Such services include a comprehensive evaluation of a client's financial situation by using currently known facts and variables. We create a financial plan for the client, which is designed to assist the client to achieve financial goals and objectives. We may also prepare reports at the client's request. A financial plan may address one or more of the following areas:
• Financial Position: Understanding of a client's current financial situation. Sources of evaluation include income, expenses, assets, liabilities, etc.
• Investment Planning: Determining the most suitable way to structure investments to meet financial goals, and determine the appropriate account type (e.g., joint tenants, IRA, Roth IRA, etc.)
• Income Tax Planning: Evaluating the current tax situation to help minimize a client's taxes and find more profitable ways to use the extra income generated. Canopy also may prepare income tax returns for clients for a separate fee.
• Retirement Planning: Assessing retirement needs to help a client determine how much to accumulate, as well as distribution strategies designed to create a source of income during retirement years.
• Credit Planning: Evaluating a client's credit needs.
• Insurance Planning and Risk Management: Evaluating the client's insurance needs and reviewing insurance policies and the like.
• Estate Planning: Reviewing the client's cash needs at death, income needs of surviving dependents and estate planning goals. Canopy offers clients the ability to obtain estate planning documents such as a will, trust, financial power of attorney, and medical/healthcare power of attorney. Canopy offers this service through a third-party provider. The provider only prepares documentation but does not provide legal advice and is not the client's attorney. Canopy also does not provide legal advice to the client, and the client should consult with his/her attorney for estate planning legal advice.
• Education Planning: Reviewing the educational needs for the client and his/her family, along with planning for educational expenses. We gather information through interviews and review of documents provided by the client, including questionnaires. Information gathered includes the client's current financial status, future goals, investment objectives, risk tolerance and family circumstances. Typical financial planning services include one or more of each of the aforementioned service

components. A financial plan may require the services of a specialist such as an insurance specialist, attorney or tax accountant. We may recommend third-party service providers, but the client is under no obligation to use any service provider recommended by us. Likewise, the client is under no obligation to act on our financial planning recommendations. Canopy does not receive referral or other fees from third-party service providers. Financial plans are based on the client's financial situation at the time we present the financial plan to the client, and on the information provided to us. The client must promptly notify us if his/her financial situation, goals, objectives or needs change. Certain assumptions may be made with respect to interest rates, inflation rates, and use of past trends and performance of the market and economy. Past performance is in no way an indication of future performance. We cannot offer any guarantees or promises that a client's financial goals will be met. Ongoing Financial Planning (Subscription) Canopy offers ongoing financial planning (“Ongoing Financial Planning”) as a standalone, monthly subscription service. This allows the client to meet with a financial planner over an extended period of time. The planner will work with the client to not only design the client’s financial plan, but also monitor the plan and recommend any changes on an ongoing basis to ensure the plan remains updated. To start the Ongoing Financial Planning program, a financial planner will guide the client through a process to establish the client’s financial goals and values. The client may be asked to provide information to help complete the areas of analysis, including net worth, cash flow, credit, employee benefits, retirement planning, insurance, investments, college planning, and estate planning. Ongoing Financial Planning provides a framework to organize a client’s finances, prioritize the client’s goals, and design an action plan to create and grow wealth. The plan will be regularly monitored and follow- up communications via in-person meeting, or phone, email, or video meeting will be made to the client to confirm that any agreed upon action steps have been implemented. The plan will be reviewed periodically to ensure accuracy and to make any changes, updates, or adjustments as necessary. Canopy’s Ongoing Financial Planning is designed to offer clients 4 meetings in the first year and 2 meetings per year in each following years. This meeting schedule is available to clients but not required, and some clients may choose to meet less often. Retirement Plan ERISA 3(21) Advisory Services For the purposes of ERISA 3(21) Plans, Canopy does not exercise any discretionary authority or control respecting management of the plan or management or disposition of its assets or have any discretionary authority or discretionary responsibility in the administration of the plan. Therefore, Canopy is not a “fiduciary” pursuant to ERISA except to the extent it renders “investment advice” to the plan within the meaning of section 3(21) of ERISA and Department of Labor regulations there under. The participants are responsible for any individual investment selections made under the plan. Under ERISA 3(21), Canopy acts as the advisor making investment recommendations, but it is ultimately up to the plan sponsor to decide whether and how to implement these recommendations. Furthermore, under ERISA 3(21), the participants are responsible for any individual investment selections made under the plan. Held Away Assets We can use a third-party platform such as, but not limited to, Pontera (formerly named FeeX), to facilitate management of held away assets such as, but not limited to, defined contribution plan participant accounts with discretion. The third party platform allows Canopy to review the current account allocations without having custody of these held-away client accounts or access to client log-in credentials. Canopy is not affiliated with Pontera in any way and receives no compensation from it for using its platform. If a client requests us to manage their held away assets, a link will be provided to connect an account(s) to the third party platform. Once said account(s) is connected to the platform, we will review the current account allocations from within the third party platform. When deemed necessary, based on our review from time-to-time (but at least annually), we will rebalance the account considering the client’s investment goals and risk tolerance, and any change in allocations will consider current economic and market trends. Publication of Periodicals Canopy may publish newsletters providing general information on various financial topics including, but not limited to, estate and retirement planning, market trends, etc. No specific investment recommendations are being provided in any newsletter, and the information provided is not intended and does not purport to meet the objectives, needs or targets of any client or individual. Absent specific advice or services provided by Canopy, clients should not rely upon the information contained in any newsletter. This newsletter would be distributed to our advisory clients, prospects and other professionals. Educational Seminars Canopy may periodically offer educational seminars and/or workshops for clients, prospective clients, accountants and others. Although these seminars may address financial planning, Social Security strategies, money management and investment and retirement planning, the content of these seminars will vary depending upon the needs of the attendees. These seminars are purely educational in nature and do not involve the sale of any investment products. Information presented will not be based on any individual's personal needs, nor do we provide individualized investment advice to attendees during these seminars. Wrap Fee Programs Canopy does not participate in wrap fee programs. Information Regarding Conflicts of Interest Canopy has conflicts of interest arising from our advisory services. These include, but are not limited to:
• Conflicts related to Canopy’s investment advisors get paid for clients to invest with Canopy (Please refer to Item 5 below)
• Conflicts related to allocating time and resources between client accounts, allocation of advisory fees and investment opportunities generally. For further information on our brokerage and allocation policies, and related conflicts of interest, please refer to Item 12 below.
• Conflicts related to investing in securities recommended to clients and contemporaneous trading of securities (i.e., personal trading) by Canopy or its related persons. Please refer to Item 11 for further information. Canopy’s policies and procedures attempt to mitigate conflicts of interest, however conflicts of interest discussed here and in other Items of this brochure still exist and cannot be removed or eliminated. Non-Advisory Assets Canopy may provide opportunities to purchase, place, or keep certain assets (including but not limited to cryptocurrency assets) in a non-advisory account as an accommodation to its clients. Non-advisory accounts are operated by third parties, and Canopy provides no investment advisory services or monitoring of such accounts or their assets. Although clients may be able to access non-advisory accounts through Canopy, they will be held-away and Canopy will not have custody or control of these accounts. These assets will not be included in the calculation of clients’ assets under management, and Canopy will not charge it’s advisory fee on these accounts. Any fees or costs associated with maintaining these non- advisory accounts will be owed to the third-party services that offer these accounts and will be governed by the terms and conditions of third parties. Canopy has no role in negotiating or formulating the provisions of such third-party terms and conditions and does not receive any remuneration from these third parties. The success of investments conducted through third parties may vary.