Criterion Capital Advisors, LLC (“CCA,” “firm,” “we,” “our,” and “us”) offers a variety of advisory services to its clients (“client,” you,” and “yours”) which include financial planning, consulting, and investment management services. Prior to CCA rendering any of the foregoing advisory services, clients are required to enter into one or more written agreements with CCA setting forth the relevant terms and conditions of the advisory relationship (the “Advisory Agreement”). CCA became registered as an investment advisor with the SEC in April 2018 and is owned by Allan Horner, Mark Pierce, and Scott Freeman. As of February 2, 2024, we manage $460,581,000 in client assets on a discretionary basis and $0 on a non-discretionary basis. While this brochure generally describes the business of CCA, certain sections also discuss the activities of its “Supervised Persons,” which refer to the firm’s officers, partners, directors (or other persons occupying a similar status or performing similar functions), employees or other persons who provide investment advice on CCA’s behalf and are subject to the firm’s supervision or control. Financial Planning and Consulting Services CCA offers clients a broad range of financial planning and consulting services, which include some or all of the following financial topics:
• Business Planning
• Cash Flow Forecasting
• Trust and Estate Planning
• Financial Reporting
• Investment Consulting
• Insurance Planning
• Retirement Planning
• Risk Management
• Charitable Giving
• Distribution Planning
• Tax Planning
• Manager Due Diligence While each of these services is available on a stand-alone basis, certain financial planning and consulting services can also be rendered in conjunction with investment portfolio management as part of a comprehensive wealth management engagement. We will consult with you to gain an understanding of your financial objectives and needs and provide you with our recommendations relative to the areas and topics of financial concern on which you desire to obtain our advice. Our advice may be presented in the form of a written financial plan, a shorter report or checklist, or through informal discussions with you (e.g., either in-person, by telephone/televideo, or via e-mail), as agreed within an Advisory Agreement executed with the client. In performing these services, CCA is not required to verify any information received from the client or from the client’s other professionals (e.g., attorneys, accountants, etc.,) and is expressly authorized to rely on such information. We will not provide you with any legal or tax advice of any kind, and advise you to seek the advice of your legal and tax advisors regarding these matters. Clients retain absolute discretion to accept or reject any of CCA’s recommendations under this service, in whole or in part. Clients are under no obligation to act upon any of the recommendations made by CCA under a financial planning or consulting engagement. The client is responsible to promptly notify the firm of any change in their financial situation or investment objectives for the purpose of reviewing, evaluating or revising CCA’s recommendations and/or services. As part of these services, CCA may recommend that clients engage the firm, its Supervised Persons (in their individual capacities as insurance agents and/or registered representatives of a broker-dealer), and/or other professionals to implement its financial planning and consulting recommendations. Clients are advised that a conflict of interest exists for the firm to recommend that clients engage CCA or its affiliates to provide (or continue to provide) additional services for compensation, including investment management services. Clients are never obligated to engage CCA, its Supervised Persons, or any other recommended service providers for any implementation services. Investment and Wealth Management Services CCA provides certain clients with wealth management services which include a broad range of financial planning and consulting services as well as discretionary and non-discretionary management of investment portfolios. CCA primarily allocates client assets among various mutual funds, exchange-traded funds (“ETFs”), individual debt and equity securities, annuities, and independent investment managers (“Independent Managers”) in accordance with the client’s stated investment objectives. On occasion and where appropriate, we may also recommend private placement securities to clients. Where appropriate, the firm also provides advice about any type of legacy position or other investment held in client portfolios. Clients can engage CCA to manage and/or advise on certain investment products that are 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, CCA directs or recommends the allocation of client assets among the various investment options available with the product. These assets are generally maintained at the underwriting insurance company or the custodian designated by the product’s provider. CCA tailors its advisory services to meet the needs of its individual clients and seeks to ensure, on a continuous basis, that client portfolios are managed in a manner consistent with those needs and objectives. CCA consults with clients on an initial and ongoing basis to assess their specific risk tolerance, time horizon, liquidity constraints and other related factors relevant to the management of their portfolios. Clients are advised to promptly notify CCA if there are changes in their financial situation or if they wish to place any limitations on the management of their portfolios. Clients can impose reasonable restrictions or mandates on the management of their accounts if CCA determines, in its sole discretion, the conditions would not materially impact the performance of a management strategy or prove overly burdensome to the firm’s management efforts. Sponsor and Manager of Wrap Program CCA provides substantially all investment management services as the sponsor and manager of the Criterion Capital Advisors Wrap Program (the “Wrap Program”), a wrap fee program (i.e., an arrangement where certain brokerage commissions and transaction costs are absorbed by the firm). Accounts managed outside of our Wrap Program are managed in substantially the same manner as those managed within our Wrap Program. Participants in the Wrap Program may pay a higher or lower aggregate fee than if investment management and brokerage services are purchased separately. Additional information about the Wrap Program is available in CCA’s Wrap Brochure, which appears as Part 2A Appendix 1 of the firm’s Form ADV (the “Wrap Brochure”). Please contact us at the telephone number on the cover of this Brochure if you did not receive a copy of our Wrap Brochure. Retirement Plan Consulting Services CCA provides various consulting services to qualified employee benefit plans and their fiduciaries. This suite of institutional services is designed to assist plan sponsors in structuring, managing and optimizing their corporate retirement plans. Each engagement is individually negotiated and customized, and includes some or all of the following services:
• Plan Design and Strategy
• Plan Review and Evaluation
• Executive Planning & Benefits
• Investment Selection
• Plan Fee and Cost Analysis
• Plan Committee Consultation
• Fiduciary and Compliance
• Participant Education As disclosed in the Advisory Agreement, certain of the foregoing services are provided by CCA as a fiduciary under the Employee Retirement Income Security Act of 1974, as amended (“ERISA”). In accordance with ERISA Section 408(b)(2), each plan sponsor is provided with a written description of CCA’s fiduciary status, the specific services to be rendered and all direct and indirect compensation the firm reasonably expects under the engagement. Use of Independent Managers As mentioned above, CCA may select certain Independent Managers to actively manage all or a portion of the client’s assets. The specific terms and conditions under which a client engages an Independent Manager may be set forth in a separate written agreement with the designated Independent Manager. In addition to this brochure, clients may also receive the written disclosure documents of the respective Independent Managers engaged to manage their assets. CCA evaluates a variety of information about Independent Managers, which includes the Independent Managers’ public disclosure documents, materials supplied by the Independent Managers themselves, and other third-party analyses it believes are reputable. To the extent possible, the firm seeks to assess the Independent Managers’ investment strategies, past performance, and risk results in relation to its clients’ individual portfolio allocations and risk exposure. CCA also takes into consideration each Independent Manager’s management style, returns, reputation, financial strength, and reporting capabilities, among other factors. CCA continues to provide services relative to its discretionary selection of Independent Managers for the client. On an ongoing basis, we monitor the performance of those accounts being managed by Independent Managers to ensure the Independent Managers’ strategies and target allocations remain aligned with the client’s investment objectives and overall best interests. Where appropriate, we will terminate Independent Manager relationships and/or reallocate the client’s assets between Independent Managers as we deem to be in the client’s best interest.