A. FIRM DESCRIPTION Potentia RIA, LLC dba Potentia Wealth (“Potentia” or “Potentia Wealth” or “Firm” or “us” or “we”) is a California Limited Liability company that was founded in October 2023. Potentia is a Securities and Exchange (SEC) advisor based in San Jose, California. Kevin C. Swanson is the Principal Owner of Potentia RIA, LLC. Additional information about Mr. Swanson’s background may be found in the accompanying Form ADV Part 2B Brochure Supplement. B. TYPES OF ADVISORY SERVICES OVERVIEW OF SERVICES Potentia RIA, LLC dedicates itself to understanding the intricacies of each client. For all services described below, we tailor our products in accordance with the client-specific needs obtained from documented discussions, a financial plan and/ or risk assessment. Before providing investment management services, Potentia takes multiple factors into consideration, including, but not limited to, investment objectives, investment horizon, risk tolerance, as well as any reasonable guidelines and restrictions a client may need or impose. INVESTMENT ADVISORY SERVICES Potentia’s investment advisory services include, but are not limited to, the following:  Portfolio Management Services  Financial Planning Services  Selection of Other Advisors PORTFOLIO MANAGEMENT SERVICES We primarily provide discretionary portfolio management services to our clients, based on the specific needs and objectives of such persons and the suitability of products and services. For discretionary accounts, we are authorized to perform various functions without further approval from the client, such as the determination of securities to be purchased or to be sold for the client’s account without permission from the client prior to each transaction. Advisor Managed Portfolios are managed on a discretionary basis though certain Investment Advisor Representative’s clients may engage the firm to provide advice on a non-discretionary basis. Account management is guided by the stated objectives of the client. We do not act as a custodian of client assets, and the client always maintains control of their assets. Below is a description of custodians and related account platforms used to provide Direct Asset Management Services. Model Wealth Portfolios (“MWP”) – The MWP platform is a professionally managed mutual fund and exchange-traded fund (“ETF”) asset allocation program. Our IARs will initiate the steps necessary to open an MWP account and have discretion to select a model portfolio designed by LPL’s Research Department or a third-party investment strategist, consistent with the client’s stated investment objective. LPL’s Research Department or third-party portfolio strategists are responsible for selecting the mutual funds or ETFs within a model portfolio and for making changes to the mutual funds or ETFs selected. The client will authorize LPL to act on a discretionary basis to purchase and sell mutual funds and ETFs and to liquidate previously purchased securities. The client will also authorize LPL to effect rebalancing for MWP accounts. MWP requires a minimum asset value for a program account to be managed, and the minimums vary depending on the portfolio(s) selected and the account’s allocation amongst portfolios. The lowest minimum for a portfolio is $25,000. In certain instances, a lower minimum for a portfolio is permitted. Optimum Market Portfolios (“OMP”) - The OMP platform is a managed mutual fund asset allocation platform. Clients invest in one or more model portfolios designed by LPL’s Research Department, which consist of up to six mutual funds from the Optimum Family of Funds. Manager Access Select (“MAS”) - The MAS platform provides clients with access to the investment advisory services of third party asset managers (“TPAMs”). Before engaging us to provide any of the investment advisory services, we require that the client review and sign a written investment management agreement (“IMA”). The IMA outlines the services and fees the clients will incur pursuant to the IMA with Potentia. Upon signing the IMA, we will meet with the client to understand their current financial situation, existing resources, financial goals, and risk tolerance. Based on what is learned, an investment approach is presented to the client. Portfolios will be designed to meet a particular investment goal, determined to be suitable to the client’s situation. Once the appropriate portfolio

is determined, portfolios are continuously and regularly monitored and, if necessary, rebalanced based upon the client’s individual needs, stated goals, and objectives. FINANCIAL PLANNING SERVICES We provide our clients with an in-depth analysis of their current financial situation, as well as detailed recommendations relating to the client’s financial goals. Financial Planning services offered by the firm are provided either on a stand-alone fixed fee basis or an ongoing subscription fee basis. Financial planning services do not involve the active management of client accounts, but instead focus on a client’s overall financial situation. Financial planning can be described as helping an individual to determine and set their long-term financial goals through investments, tax planning, asset allocation, risk management, retirement planning, and other means. The role of the financial planner is to find ways to help the client understand their overall financial situation and set investment objectives.
Subscription fees allow an advisor to spread the billing of their consulting and financial planning fees out over a longer term for convenience to a client/family. The fees are billed monthly for the subscription financial planning services. The firm also offers stand-alone financial plans. The financial planning fee will consist of a deposit, and balance due upon presentation of plan to the client. Our firm uses a technology payment program for the convenience of our clients (AdvicePay, QuickBooks). We also allow our clients to pay by check or by debiting from the client's account. We use these systems to track payments, provide transparency, and allow cancellation of payments by a client. When a client chooses to pay through AdvicePay, QuickBooks or by credit card, there are additional processing and transaction fees incurred. AdvicePay charges an ACH fee of 1.5 percent, credit card fees have a processing fee of 3.5 percent plus a $0.30 per transaction fee. QuickBooks charges an ACH processing fee of 1 percent and a credit card processing fee of 2.99 percent. Clients who engage in financial planning and consulting services will be provided a separate agreement to outline the scope of engagement and disclose all aspects of the services provided to include billing and obligations of the advisor.
An inherent conflict exists between the interests of Potentia and the interests of the client. The client is under no obligation to act upon Potentia’s recommendations. Should the client elect to act on any recommendation made by Potentia, the client is under no obligation to affect the transaction through the Firm.
C. TAILORED RELATIONSHIPS At Potentia, we offer the same suite of investment management and financial consulting services to all our clients. The investment management services and recommendations offered by Potentia are based on the individual needs of our clients and the suitability of products and services. Specific client financial plans and their implementation are dependent upon the client’s risk assessment which outlines each client’s current situation (income, objectives, and risk tolerance levels) and is used to construct a client-specific plan to aid in the selection of a portfolio that matches restrictions, needs, and targets. D. WRAP FEE PROGRAMS All Potentia client accounts participate in wrap fee programs sponsored and managed through the Firm’s relationship with LPL Financial as the custodian. Wrap Fee Programs are arrangements between broker-dealers, investment advisers, banks and other financial institutions, and affiliated and unaffiliated investment advisers through which the clients of such firms receive discretionary investment management, execution, clearing and custodial services in a “bundled” form. In exchange for these “bundled” services, the clients pay an all-inclusive (or “wrap”) fee determined as a percentage of the assets held in the wrap account. Potentia does not sponsor or act as a Portfolio Manger for Wrap Fee Programs and therefore, is not required to have an ADV Part 2A, Appendix 1 (“Wrap Brochure”). E. ASSETS UNDER MANAGEMENT When calculating regulatory assets under management, an investment adviser must include the value of any advisory account over which it exercises continuous and regular advisory or management services. Potentia reports $309,930,534.00 in client assets on a discretionary basis and $0.00 on a non-discretionary basis.