Item 5: Additional Compensation ............................................................................................. 19 Item 6: Supervision ................................................................................................................... 19 ADV Part 2B – Brochure Supplement for Matthew W. Dhane, CFA Item 1: Cover Page ..................................................................................................................... 20 Item 2: Educational Background and Business Experience ..................................................... 21 Item 3: Disciplinary Information .............................................................................................. 21 Item 5: Additional Compensation ............................................................................................. 22 Item 6: Supervision ................................................................................................................... 22 A.Tieton Capital Management is an independently owned SEC-registered investment adviser. The firm is headquartered and maintains its sole office in Yakima, WA. The firm was founded in 2005 by William J. Dezellem, CFA (Chief Investment Officer & President) and co-founded by Matthew W. Dhane, CFA (Portfolio Manager & Principal). Mr. Dezellem and Mr. Dhane worked together at a prior firm. Mr. Dezellem owns 85% of Tieton Capital Management. Mr. Dhane owns the remaining 15% of the firm. B.Tieton Capital Management manages a Small Cap Value equity strategy that opened in August 2005 concurrent with the firm opening. The strategy buys value companies with market capitalizations generally under $2 billion. The investment philosophy and investment process utilize a fundamentals based, bottom up approach that is the same as the strategy managed at a prior firm beginning in 1998. Our investment philosophy follows: Tieton Capital Management’s Investment Team buys small, value common stocks like owners, not traders. The Team identifies companies with the following characteristics:  Catalysts to drive the company for the next two to three years  Prefer industries where companies have the ability to differentiate  Business has solid competitive position  Business

has quality management  Business with prudent debt level  Business has ability to earn sound return on capital  Business is capable of solid cash flow generation  Internally generated revenue growth is expected over time  The product or service must add value From the portfolio perspective: Client accounts remain fully-invested Focused portfolio, own only our best ideas As a service for select clients, Tieton Capital will buy no-load mutual funds and/or exchange traded funds to create a more rounded portfolio than is the case when solely investing in the Small Cap Value strategy. Although client accounts are tailored to each individual client’s specific situation, this service is broadly termed Style Allocated No-Load Mutual Funds. The advice offered to clients is limited to that described above.
C.The Small Cap Value equity strategy accounts are managed from a model portfolio. Accounts generally have similar weightings for each of the 25 to 35 companies in the portfolio. However, Tieton Capital’s services are tailored to each individual client’s requirements. This is done by allowing clients to identify individual security restrictions, or other requested restrictions, they desire in their accounts. In addition, when an account is opening, we work with the client, or consultant placing the account with us, to assure the Small Cap Value equity strategy is an appropriate proportion of the client’s overall assets given their specific circumstances. For the select clients for whom we buy no-load mutual funds, these accounts are customized to each client’s individual situation. D.Tieton Capital Management has a limited number of accounts where the client pays a fee to their custodian in lieu of commission, also known as wrap fee accounts. The firm does not participate in any broad wrap fee programs. These accounts are managed the same as the other Small Cap Value accounts. In some cases, but not all, Tieton Capital receives a portion of the wrap fee for our services. In no case does Tieton Capital receive more than a 1.0% annual fee on any account. E.As of December 31, 2023, Tieton Capital Management managed $194.7 million of client assets on a discretionary basis.