ABOUT OUR FIRM Uptick Partners, LLC is registered with the Securities and Exchange Commission ("SEC") as an investment adviser, with its principal business location in Texas. Our Firm currently has two office locations in Nacogdoches, TX. Our Firm registered with the SEC as an investment adviser in December 2022. Uptick Partners, LLC, principal owners are EagleStorm Inc., Pankratz Partners Inc., and Barber Family Ventures, Inc. Jason M. Barber is the owner of EagleStorm, Inc. Taylor P. Pankratz is the owner of Pankratz Partners, Inc. Steven W. Barber owns Barber Family Ventures, Inc. This brochure is designed to provide detailed and precise information about each item noted in the table of contents. Certain disclosures are repeated in one or more items; others are referred to throughout to be as comprehensive as possible on the broad subject matters discussed. Within this brochure, specific terms in either are used as follows:
• Uptick refers to Uptick Partners, LLC.
• “Firm,” “we,” “us,” and “our” refer to Uptick Partners, LLC.
• “Advisor,” “Investment Advisor Representative,” and “IAR” refer to our professional representatives who provide investment recommendations or advice on behalf of Uptick Partners, LLC.
• “You,” “yours,” and “Client” refer to Clients of Uptick Partners, LLC, and its advisors.
• “Code” refers to our Firm’s Code of Ethics.
• “CCO” refers to our Chief Compliance Officer. ADVISORY SERVICES WE OFFER Uptick offers various advisory services, including discretionary and non-discretionary investment management, business planning, cash flow forecasting, financial planning, trust and estate planning, family office and investment consulting, independent third-party money management, and retirement planning services. While each of these services is available on a stand-alone basis, certain services can also be rendered in conjunction with investment portfolio management as part of a comprehensive wealth management engagement (described in more detail below). In addition, tax preparation and other accounting services can be provided directly through the Firm or an affiliate. Before rendering any preceding advisory services, Clients must enter into one or more written Investment Advisory Agreements (“Agreements”), setting forth the relevant terms and conditions of the advisory relationship. INVESTMENT MANAGEMENT SERVICES We provide investment management and advisory services to multi-generational families using separately managed accounts under a custodial relationship with an independent brokerage firm. We offer services to individuals, high net-worth individuals, trusts, estates, charitable organizations, corporations, and other business entities, as well as pension and profit-sharing plans. We consult with Clients on an initial and ongoing basis to assess their specific risk tolerance, time horizon, liquidity constraints, and other factors relevant to managing their portfolios. discretionary and non-discretionary investment management. With our discretionary relationship, we will change and rebalance the portfolio as appropriate to help meet your financial objectives. We trade Client portfolios based on our Firm’s market views and the Client’s financial goals. With our non-discretionary relationship, we will provide recommendations to help meet your financial objectives, but we must obtain your approval before making any transactions in your account. We primarily allocate Client assets among cash, various mutual funds, exchange-traded funds (“ETFs”), individual debt and equity securities, certificates of deposits, alternative investments (including real estate syndicates), private equity funds, insurance products such as annuities, and independent investment managers (“Independent Managers”) in accordance with their stated investment objectives. A portion of the account may be held in cash, cash equivalents, or money market funds as part of the overall investment strategy. Cash balances may have a higher concentration and represent a significant portion of your overall portfolio, depending on the current investment outlook or strategy. Clients may impose reasonable restrictions on investing in specific securities by notifying Uptick through written notification. Uptick makes available to clients the FICA For Advisors cash management program (“FICA Program”) offered by StoneCastle Network, LLC (“StoneCastle”), an affiliate of StoneCastle Cash Management, LLC. The FICA Program allows customers to deposit funds in accounts at banks, savings institutions, and credit unions (collectively, “Insured Depositories”) in a manner that maintains full insurance of the funds by the Federal Deposit Insurance Corporation (“FDIC”) or National Credit Union Administration (“NCUA”), whichever is applicable. Funds will be deposited within StoneCastle’s network of Insured Depositories (“Deposit Network”). Uptick will assist clients in signing up for this program and facilitating the transfer of funds between the client’s like-titled brokerage accounts and the FICA account. Where deemed appropriate, we may recommend that our Clients invest in alternative assets, such as structured notes. Although the Investment Advisory Agreement with our Clients gives us broad investment authority, we do not anticipate investing in other security types unless deemed appropriate for the unique needs of our Clients. A Client’s investment allocation and our strategy will depend on the Client's responses in review meetings, written questionnaires, stated goals, risk tolerance, objectives, and personal preference for Impact Investing. We may recommend that certain Clients utilize margin in the Client’s investment portfolio or other borrowing. Uptick only recommends borrowing for non-investment needs, such as bridge loans and other financing needs. The Firm’s fees are determined based on the value of the assets being managed gross of any margin or borrowing. Our Firm also provides advice about any type of legacy positions or other investments held in Client portfolios; however, Clients should not assume that these assets are being continuously monitored or otherwise advised on by the Firm unless expressly agreed upon. Clients are advised to promptly notify Uptick if there are changes in their financial situation or if they wish to place any limitations on managing their portfolios. Clients can impose reasonable restrictions or mandates on the management of their accounts if Uptick determines, in its sole discretion, that the conditions will not materially impact the performance of a management strategy or prove overly burdensome to the Firm’s management efforts. Our Firm does not require a minimum account size for advisory accounts. ADMINISTRATIVE SERVICES PROVIDED BY ADVYZON TECHNOLOGIES Our Firm has contracted with Advyzon Technologies to utilize its technology platforms to support data reconciliation, performance reporting, fee calculation, Client relationship maintenance, quarterly performance evaluations, and other functions related to managing Client accounts' administrative tasks. Due to this arrangement, Advyzon will have access to Client accounts, but Advyzon will not serve as an investment advisor to our Clients or bill the accounts. Advyzon charges our firm an annual fee for each account its software administers. Please note that Uptick’s annual fee to Advyzon will not increase the Client's fee. Uptick will pay the annual fee from the portion of the management fee retained by Uptick. Uptick and Advyzon are non-affiliated companies. NITROGEN (FORMERLY RISKALYZE) To further fine-tune our understanding of a Client’s risk tolerance, our Firm utilizes Nitrogen, a third- party vendor tool, to assist in identifying the Client’s risk tolerance. Nitrogen technology assists financial planners in two critical tasks: (1) measuring the risk preferences of investors and (2) applying these preference measurements to portfolio selection. Nitrogen summarizes an investor’s mean-variance risk aversion on a 99-point scale. In connection with this output, the Nitrogen tool “quantifies” the Client’s indicated investment risk tolerance through the illustration of expected return (plus/minus) and investment volatility (investment variance), which uses past data to calculate expected variance. UPTICK NEXTGEN PROGRAM SERVICES The Firm offers the Uptick NextGen service for Clients under age 45 with less than $500,000 in investable assets. To accommodate our clients with lower AUM, the NextGen service has a fee schedule different from our Investment Management Services. Please see more detail in Item 5 - Fees and Compensation. FINANCIAL PLANNING SERVICES Our Firm offers financial planning services, which involve preparing a written financial plan covering specific or multiple topics. We provide full written financial plans, which may address one or several topics: Investment Planning, Retirement Planning, Insurance Planning, Tax Planning, Education Planning, Portfolios, and Allocation Review. Unless otherwise agreed to in writing, the Client is solely responsible for determining whether to implement our financial planning recommendations. Our financial planning services do not involve implementing transactions on your behalf nor include active and ongoing monitoring or management of your investments or accounts. The Client must execute a separate written agreement if the Client elects to implement any of our investment recommendations through our Firm or retain our Firm to monitor and manage investments actively. TAX PLANNING & ANALYSIS SERVICES Our Firm offers tax planning services through our affiliated entity, Holistic Tax Solutions, LLC. From time to time, the firm may offer Clients advice or products from Holistic Tax Solutions, LLC, and Clients should be aware that these services may involve a conflict of interest. Uptick always acts in the Client's best interest, and Clients always have the right to decide whether to utilize the services of Uptick or any of its affiliates. INVESTMENT CONSULTING SERVICES Clients can engage in Uptick to manage and/or advise on certain investment products not maintained at their primary custodian, such as variable life insurance and annuity contracts and assets held in employer-sponsored retirement plans and qualified tuition plans (i.e., 529 plans). In these situations, Uptick directs or recommends the allocation of Client assets among the various investment options available within the product. These assets are generally maintained at the underwriting insurance company, or the custodian designated by the product’s provider. In some cases, Uptick refers clients to other agents or vendors for annuities and insurance if a product should be implemented as part of a financial plan. Clients pay fees to Uptick for advice and consulting on insurance products. The services

and compensation are detailed in the Client’s contract with Uptick as a financial planning service or portfolio management service for products with underlying investments. Uptick will use RetireOne or DPL Financial Partners, LLC, to carry out these services. Uptick is a member of DPL Financial Partners, LLC’s (“DPL”) platform. They are a third-party provider of a platform of insurance consultation services to investment advisers and clients who need current or future insurance products. DPL offers Uptick membership to its platform for a fixed annual fee. Through its licensed insurance agents and registered representatives of The Leaders Group, Inc., an unaffiliated SEC-Registered Broker-Dealer and FINRA member, will offer members various services relating to commission-free insurance products. These services include, among others, providing members with analyses of their current methodology for evaluating Client insurance needs, educating, and acting as a resource to members regarding insurance products generally and specific insurance products owned by their Clients or that their Clients are considering purchasing and providing members access to, and marketing support for, commission free products that insurers have agreed to offer to members’ Clients through DPL’s platform. To provide platform services to investment advisers, DPL and RetireOne receive service fees from insurers offering commission-free products through the platform. These service fees are based on the insurance premiums received by the insurers from DPL members and RetireOne Clients. DPL and RetireOne pay a consulting fee for Uptick for this service. As such, these companies' consulting fees incentivize Uptick to refer advisory Clients needing insurance to these companies rather than other broker-dealers/insurance agencies or insurers directly. However, by industry regulations, we must act in your best interest and not put our interests ahead of yours. DPL is licensed as an insurance producer in Kentucky and other jurisdictions where required to perform the platform services. Its representatives are also licensed as insurance producers, appointed as insurance agents of the insurers offering their products through the platform, and registered representatives of the Leaders Group. INDEPENDENT THIRD-PARTY MONEY MANAGEMENT SERVICES When deemed appropriate, our Firm will utilize the services of an Independent Third-Party Manager (“ITPM” or “Manager”), such as Advyzon Investment Management LLC (“AIM”), to manage your accounts. Investment recommendations and securities trading will only be offered by or through the chosen ITPM. Our Firm will not advise on any specific securities concerning this service. Before referring you, our Firm will provide initial due diligence on ITPMs and ongoing reviews of their management of your accounts. To assist in selecting an ITPM, our Firm will gather information about the Client’s financial situation, investment objectives, and reasonable restrictions to be imposed upon the account management. Our Firm will periodically review the Manager's reports provided to the client. We will periodically contact the Client to review their financial situation and objectives, communicate information to the Manager as warranted, and assist you in understanding and evaluating the services provided. The Client will be expected to notify our Firm of any changes in their financial situation, investment objectives, or account restrictions that could affect their financial standing. By executing an Investment Advisory Agreement with our Firm, the Client gives our Firm the discretionary authority to hire or fire the Manager and to allocate assets among Managers without obtaining consent. The services provided by the ITPM include:
• Assessment of your investment needs and objectives
• Implementation of an asset allocation
• Delivery of suitable style allocations (e.g., Income, Large Cap, Small Cap, Growth, Value, etc.)
• Facilitation of portfolio transactions
• Ongoing monitoring of investment vehicles’ performance
• Review of accounts for adherence to policy guidelines and asset allocation
• Reporting of your portfolio activity. Each Manager generally has minimum account requirements that will vary among Managers. Account minimums are usually higher for fixed-income accounts than for equity-based accounts. A complete description of the Manager’s services, fee schedules, and account minimums will be disclosed in the Manager’s disclosure brochure, which will be provided to you before or when an agreement for services is executed and the account is established. RETIREMENT PLAN SERVICES - PARTICIPANT SERVICES When providing any non-discretionary investment advisory services, we will solely be making investment recommendations to the Sponsor, and the Sponsor retains full discretionary authority or control over assets of the retirement plan. We agree to perform any non-discretionary investment advisory services to the retirement plan as a fiduciary, as defined in ERISA Section 3(21)(A)(ii). We will act in good faith and with the degree of diligence, care, and skill that a prudent person rendering similar services would exercise under similar circumstances. When providing administrative services, we may support the Sponsor with plan governance and committee education, vendor management and service provider selection and review, investment education, or plan participant non-fiduciary education services. We agree to perform any administrative services solely in a capacity that would not be considered a fiduciary under ERISA or any other applicable law. When offering investment models to plan sponsors, under certain circumstances, we will act as a “fiduciary” as defined under Section 3(21) of ERISA and Section 4975I(3) of the Internal Revenue Code of 1986, as amended (the “Code”). PONTERA (FORMERLY FEEX) Our Firm is engaged with Pontera, an unaffiliated third-party service provider, for Client accounts not directly held with our recommended Custodian but where our team has discretion and leverages an Order Management System to implement asset allocation or rebalancing strategies on behalf of the Client. These are primarily 401(k) accounts, 403(b) accounts, 529 plans, variable annuities, and other assets not held with the recommended Custodian. We regularly review the current holdings and available investment options in these accounts, monitor the account, rebalance, and implement our Firm’s strategies as necessary. The platform allows us to avoid being considered to have custody of Client funds since we do not have direct access to Client log-in credentials to affect trades. We are not affiliated with the platform in any way and receive no compensation from them for using their platform. A link will be provided to the Client, allowing them to connect an account(s) to the platform. Once the Client account(s) is connected to the platform, the Adviser will review the current account allocations and investment options. When we are authorized with discretionary management, we will rebalance the account, considering Client investment goals and risk tolerance, and any change in allocations will consider current economic and market trends. The goal is to improve account performance over time, minimize loss during complex markets, and manage internal fees that harm account performance. Client account(s) will be reviewed quarterly, and allocation changes will be made as necessary. ROLLOVER RECOMMENDATION DISCLOSURE Our Firm is considered a fiduciary under the Investment Advisers Act of 1940. When we provide investment advice to you regarding your retirement plan account or individual retirement account, we are also fiduciaries within the meaning of Title I of the Employee Retirement Income Security Act and the Internal Revenue Code, as applicable, which are laws governing retirement accounts. We must act in your best interest and not put our interests ahead of yours. At the same time, how we make money conflicts with the Client's interests. A Client leaving an employer typically has four options regarding an existing retirement plan (and may engage in a combination of these options):
• leave the money in the former employer’s plan, if permitted,
• roll over the assets to the new employer’s plan, if one is available and rollovers are permitted,
• rollover to an Individual Retirement Account (“IRA”), or
• cash out the account value (which, depending upon the Client’s age, could result in adverse tax consequences). Our Firm may recommend a Client rollover plan assets to an IRA for which our Firm provides investment advisory services. As a result, our Firm and its advisors may earn an asset-based fee based on the rolled assets. In contrast, a recommendation that a Client leave their plan assets with their previous employer or rollover the assets to a plan sponsored by a new employer will generally result in no compensation to our Firm. Therefore, our Firm has an economic incentive to encourage a Client to roll plan assets into an IRA that our Firm will manage, which presents a conflict of interest. To mitigate the conflict of interest, there are various factors that our Firm will consider before recommending a rollover, including but not limited to:
• the investment options available in the plan versus the investment options available in an IRA,
• fees and expenses in the plan versus the fees and expenses in an IRA,
• the services and responsiveness of the plan’s investment professionals versus those of our Firm,
• protection of assets from creditors and legal judgments,
• required minimum distributions and age considerations, and
• employer stock tax consequences, if any. The Chief Compliance Officer remains available to address Client questions regarding overseeing the rollover and transfer of assets. RETIREMENT PLAN SERVICES - PLAN SERVICES When applicable, our Firm accepts its appointment as an “Investment Manager” within the meaning of Section 3(38) of ERISA (but only concerning those plan assets constituting the portfolio models). We will not have any authority or responsibility in the administration of the Plan (including the selection of portfolio models for the Plan) or interpretation of any Plan document. Our Firm agrees it will act in a manner consistent with the requirements of a fiduciary under ERISA and the Code. We further agree that all investment management powers, duties, and responsibilities relating to the portfolio shall be exercised exclusively by our Firm per the Plan. WRAP FEE PROGRAM Our Firm does not sponsor or participate in a Wrap Program. ASSETS UNDER MANAGEMENT As of December 31, 2023, our Firm had $398,566,727 in assets under management, approximately $398,566,727 of which was managed on a discretionary basis and no non-discretionary AUM to report.