Henley & Company Wealth Management, LLC (“Henley Wealth”) is a registered investment adviser primarily based in Uniondale, New York. We also maintain a branch office in New York, New York and we have advisors in Uniondale, New York. Our firm is organized as a limited liability company under the laws of the State of New York and we have been providing investment advisory services since 2007. Francis Patrick Gemino is our principal owner. The following paragraphs describe our services and fees. Please refer to the description of each investment advisory service listed below for information on how we tailor our advisory services to your individual needs. As used in this brochure, the words “firm,” "we,” "our" and "us" refer to Henley & Company Wealth Management, LLC and the words "you,” "your" and "client" refer to you as either a client or prospective client of our firm. Also, you may see the term Associated Person or Investment Adviser Representative throughout this brochure. As used in this brochure, our Associated Persons or Investment Adviser Representatives are our firm's officers, employees, and all individuals providing investment advice on behalf of our firm. We provide our clients with discretionary and non-discretionary portfolio management services. Our portfolio management accounts are managed directly by investment adviser representatives of our firm. Portfolio Management Services We provide discretionary and non-discretionary portfolio management services where the investment advice provided is tailored to meet your needs and investment objectives. At the inception of the relationship, we will gather relevant information from you such as your risk tolerance, investment objectives and financial profile and will recommend an initial portfolio to you. Once the portfolio is constructed, we monitor your account on an ongoing basis and re-balance your portfolio as changes in market conditions and your circumstances may require. Additionally, as part of our portfolio management services, we provide complimentary financial planning. Financial planning will typically involve providing a variety of advisory services to you regarding the management of your financial resources based upon an analysis of your individual needs. The primary objective of this process is to allow us to assist you in developing a strategy for the successful management of income, assets and liabilities in meeting your financial goals and objectives. If you participate in our discretionary portfolio management services, we require you to grant our firm discretionary authority to manage your account. Discretionary authorization will allow our firm to determine the specific securities, and the amount of securities, to be purchased or sold for your account without your approval prior to each transaction. Discretionary authority is typically granted by the investment advisory agreement you sign with our firm, a power of attorney, or trading authorization forms. You may limit our discretionary authority (for example, limiting the types of securities that can be purchased for your account) by providing our firm with your restrictions and guidelines in writing. If you enter into a non-discretionary arrangement with

our firm, we must obtain your approval prior to executing any transactions on behalf of your account. You have an unrestricted right to decline to implement any advice provided by our firm on a non-discretionary basis. Portfolio management fees are negotiable and are set by the Investment Adviser Representative servicing your account. The agreed upon fee schedule will be set forth in the agreement for services. Our fee for portfolio management services is based on a percentage of the assets in your account and is set forth in the following annual fee schedule: Annual Fee Schedule Assets Under Management Annualized Fee First $200,000 2.00% Next $300,000 1.75% Over $500,000 1.25% Certain clients may have different fees than those stated above. Depending on the relationship, certain clients may pay ticket charges imposed by Pershing, LLC, the account custodian, for transactions in accounts while ticket charges are not imposed on other clients. Our fee is billed and payable quarterly in advance based on the market value of your account on the last day of the previous quarter. Fees will be assessed pro rata in the event the portfolio management agreement is executed at any time other than the first day of a calendar quarter, which means that the advisory fee is payable in proportion to the number of days in the quarter for which you are a client. We may allow accounts of members of the same household to be aggregated for purposes of meeting the minimum account size or fee breakpoints. We may allow such aggregation, for example, where we service accounts on behalf of minor children of current clients, individual and joint accounts for a spouse, and other types of related accounts. We will deduct our fee directly from your account through the qualified custodian holding your funds and securities. We will deduct our advisory fee only when you have given our firm written authorization permitting the fees to be paid directly from your account. Further, the qualified custodian will deliver an account statement to you at least quarterly. These account statements will show all disbursements from your account. You should review all statements for accuracy. Either party, upon 30-days' written notice to the other, may terminate the management agreement. The management fee will be pro-rated for the quarter in which the cancellation notice was given. If you have pre-paid advisory fees that we have not yet earned, you will receive a prorated refund of those fees. Upon termination, you become responsible for monitoring your own asset and our firm has no further obligation to act upon or to provide advice with respect to those assets. Wrap Fee Programs We do not participate in any wrap fee program. Types of Investments We do not primarily offer advice on one type of security over another and offer advice on a broad range of investments. You may request that we refrain from investing in particular securities or certain types of securities. You must provide these restrictions to our firm in writing. Assets Under Management As of December 31, 2022, we manage $79,371,941.52 in client assets on a discretionary basis and $143,712.85 on a non-discretionary basis.