NEXT Financial Group, Inc. (“NEXT,” “we,” or “us”) was formed in 1999, is a Virginia corporation, and is a wholly owned subsidiary of NEXT Financial Holdings, Inc., a Delaware corporation. NEXT Financial Holdings, Inc. is wholly owned by AWS 5, Inc., a Delaware corporation, which is wholly owned by Atria Wealth Solutions, Inc., a Delaware corporation, which is in turn wholly owned by Atria Wealth Solutions Holdings LLC, a Delaware limited liability company, which is privately owned. NEXT is registered as a broker-dealer and investment adviser with the Securities and Exchange Commission (“SEC”) and is a member of the Financial Industry Regulatory Authority, Inc. (“FINRA”) and Securities Investor Protection Corporation (“SIPC”). NEXT is also licensed as an insurance agency in 50 states. NEXT offers insurance products and services to its clients through its affiliate NEXT Financial Insurance Services Company, an insurance agency. Our principal business is providing a full line of services as a registered securities broker-dealer and investment adviser. In our capacity as a broker-dealer, we are involved in the sale of securities of various types including stocks, bonds, mutual funds, alternative investments, unit investment trusts (“UITs”), and variable annuities. We do not sell proprietary products. As of December 31, 2023, NEXT had regulatory assets under management of $3,522,327,030. Of that amount, $40,467,988 was managed on a non-discretionary basis and $3,481,859,042 was managed on a discretionary basis. Our investment advisory services (“Advisory Services”) are made available to clients through individuals associated with NEXT as Investment Adviser Representatives (“IARs”). Many IARs are dually licensed (i.e., they are licensed both as IARs and as registered representatives and offer both investment advisory and brokerage services), which, in addition to Advisory Services, allows them to offer commission-based products. Your IAR will disclose to you whether he or she is dually licensed and if there are any limitations on services offered due to registrations and qualifications. IARs are independent contractors of NEXT. IARs and NEXT branch offices often use marketing or business names other than NEXT. The purpose of using a name other than NEXT is for an IAR to create a brand that is specific to the IAR or branch but separate from NEXT. IARs who use names other than NEXT must disclose on their advertising and correspondence materials that securities and advisory services are offered through NEXT. Our Advisory Services consist of programs sponsored by us, as well as advisory programs available through unaffiliated third-party investment advisers (“TPIA”). Our Advisory Services are designed to accommodate a wide range of investment philosophies and objectives. This allows our IARs to select the programs that they believe are best suited to meet each client’s individual needs and circumstances. We do not hold ourselves out as specializing in a particular type of advisory service. However, some IARs focus on certain types of advisory services over others. IARs, subject to NEXT's supervision, can develop their own investment philosophies and strategies. Investment philosophies and strategies can differ considerably between and among IARs even with investment philosophies and strategies that carry the same or a substantially similar name. There is no guarantee, stated or implied, that a strategy or client’s investment goals or objectives will be achieved. Clients have access to a wide range of securities products, including common and preferred stocks; municipal, corporate, and government fixed income securities; limited partnerships; mutual funds; exchange traded funds (“ETFs”), options, unit investment trusts (“UITs”), direct investment programs; and indexed, registered index- linked, and variable annuity products, as well as a wide range of other products and services including asset allocation services. IARs offer advice on these and other types of investments based on the individual circumstances of each client. We offer the following advisory programs and services to our clients (“you” or “your”):
• Contour Platform
• NEXT Select Platform
• Visionary Multi-Manager Program
• Investment Fiduciary & Retirement Plan Consulting
• Plan Participant Investment Advice Services
• Third party investment adviser (“TPIA”) programs
• Educational workshops/seminars
• Consulting Services Program Contour Platform (“Contour”) NEXT sponsors the Contour Platform (“Contour”), a discretionary investment advisory program that provides IARs access to tools to provide individualized investment management services. We offer non-wrap and wrap fee options through the Contour Program. For more information on the wrap fee option, please see the Form ADV Part 2A Appendix 1 (“Contour Brochure”) for this program. Contour is administered through an agreement with Envestnet Asset Management, Inc. (“Envestnet”), an investment adviser registered with the SEC. NEXT has engaged Envestnet to provide various administrative services to Contour clients as described below. Custody of a client’s Contour account assets is maintained by an unaffiliated custodian designated by the client after consultation with an IAR. Custodial options include Pershing LLC (“Pershing”), Charles Schwab & Co., Inc. (“Schwab”), and any other custodian we choose to make available (hereinafter referred to as “Custodian”). Each Custodian is responsible for execution and clearing of transactions, custody of assets and delivery of statements and confirmations for Contour accounts. Neither Envestnet, Pershing, nor Schwab is affiliated with NEXT. Contour is comprised of multiple program options: (1) Advisor as Portfolio Manager (“APM”), (2) Fund Strategist Portfolios (“FSP”), (3) Separately Managed Accounts (“SMA”), and (4) Unified Managed Accounts (“UMA”). Your IAR will confer with you to determine your financial needs and objectives and gather your client profile and risk tolerance information to complete a Statement of Investment Selection (“SIS”). The information gathered from the risk tolerance questionnaire (“RTQ”) or approved financial planning tool assists in determining the allocation of your assets into an asset allocation model fitting one of seven investment profiles: Capital Preservation, Conservative, Conservative Growth, Moderate, Moderate Growth, Growth, or Aggressive. Your IAR will obtain your written consent to change your investment profile risk tolerance. Your IAR will assist you in selecting one of the four program options listed above. Your IAR will create a proposal (“Proposal”) including your investment profile questionnaire responses, selected program option(s), and applicable fees. You, your IAR, and NEXT will enter into a Contour Platform Account Agreement (“Contour Agreement”) outlining your participation in the Platform. A client opening a Contour account will receive a copy of the Contour Brochure, which contains additional information concerning the Contour Platform, wrap fee programs in general, and a disclosure of fees payable by the client. NEXT Select Platform (“NEXT Select”) NEXT Select is a discretionary managed wrap fee platform sponsored by NEXT. NEXT has entered into an agreement with BNY Mellon Advisors, Inc. (formerly Lockwood Advisors, Inc.) (“BNYM Advisors”), to provide administrative services for the program and platform accounts. Platform assets (“Platform Assets”) are eligible to be invested in (a) mutual funds, ETFs, options (limited to covered calls and purchases), and/or individual securities managed by an IAR (the “Representative Managed Program”); (b) ETF and mutual fund model portfolios managed by NEXT (the “ETF Program”); (c) mutual funds, ETFs, and/or other individual securities in separate accounts managed by other investment advisers (“SMA Managers”) selected by NEXT (the “Separately Managed Program”); or (d) mutual funds, ETFs, and/or individual securities a single, unified account with a portfolio customized by the IAR and overlay management services provided by BNYM Advisors, pursuant to the directions of one or more model providers (“Model Providers”) (the “Multi-Manager Program”). A wrap fee pricing structure allows you to pay an all-inclusive fee (“Total Fee”) for account management, brokerage, clearance, and administrative services. A portion of the wrap fee is paid to your IAR, NEXT, BNYM Advisors, Pershing, the custodian, and, if applicable, a SMA Manager or Model Provider(s) for their respective services. You should consider that, depending upon the level of the wrap fee charges, the amount of portfolio activity in your account(s), the value of services provided under the investment program, and other factors, the wrap fee could exceed the aggregate cost of services if they were to be provided separately. NEXT Select allows IARs to charge clients differing tiered level fee rates on the account value. The tiered levels follow a declination table which means that as the account increases in value, fees are charged at a reduced rate as assets enter a new tier with a lower rate. A client opening a NEXT Select account should receive a copy of the NEXT Select Wrap Fee Program Brochure or Form ADV Part 2A Appendix 1, which contains additional information concerning the NEXT Select Platform, wrap fee programs in general, and a disclosure of fees payable by the client. Visionary Multi-Manager Program (“Visionary Program”) The Visionary Program is a unified managed account program of model portfolios, sponsored by NEXT. NEXT has entered into an agreement with Envestnet to provide technological, administrative, and advisory services for the Visionary Program and Visionary Program accounts. Investment advisory services under the Visionary Program are provided by NEXT, Envestnet and IARs. After conferring with an IAR, clients designate Schwab as the custodian of Visionary Program accounts, to execute and clear transactions, custody assets and deliver statements and confirmations to you. The Visionary Program assets are invested in a single account for a portfolio customized by your IAR and managed by Envestnet pursuant to the directions of one or more other investment advisers who have entered into licensing agreements with Envestnet to act as Sub-Managers or Model Providers. Your IAR selects and allocates Visionary Program assets among selected Sub-Managers and/or Model Providers’ investment models (“Third Party Models”) and other available investments, such as ETFs and mutual funds (“Other Investments”). Once an IAR has established the content of the portfolio, Envestnet provides overlay management of the Third Party Models by implementing trade orders and periodically updating and rebalancing each Third Party Model pursuant to the direction of the Model Provider(s) and IAR. Any Sub-Manager (if applicable) have full discretion regarding the purchase and sale of securities and the remaining cash allocation in order to facilitate flexibility in the management of Visionary Program assets. The Visionary Program also features optional overlay services whereby a client can customize an investment strategy. Tax overlay attempts to minimize your potential tax burden by realizing losses and deferring realization of short-term gains. The goal of tax overlay management services is to improve the after-tax return of the portfolio while staying as consistent as possible with the risk/return characteristics provided by the Third Party Models. For those clients who wish to have investment portfolios that more closely align with their personal convictions, clients may elect the Socially Responsible Investing Overlay Screens which integrate Environmental, Social and Governance (ESG) factors into client’s investments. In this strategy, you may impose restrictions to prevent your account from being invested in companies involved in, for example, gambling, alcohol, tobacco, or pornography. A client opening a Visionary Program account should receive a copy of the Visionary Multi-Manager Wrap Fee Program Brochure or Form ADV Part 2A Appendix 1, which contains additional information concerning the Visionary Program, wrap fee programs in general, and a disclosure of fees payable by the client. Investment Fiduciary & Retirement Plan Consulting Certain of our IARs offer the following retirement plan services to employer-sponsored retirement plans and their participants: (1) Non-discretionary Investment Fiduciary Services; and/or (2) Retirement Plan Consulting Services. Depending on the type of the plan and the specific arrangement with a plan sponsor, we will provide one or more of these services. The plan sponsor will execute an Investment Fiduciary & Retirement Plan Consulting Agreement that outlines the services and fees. Non-discretionary Fiduciary Services These services are designed to allow a plan sponsor to retain full discretionary authority or control over assets of the plan. NEXT’s IARs will only be making recommendations to the sponsor. We will perform these non- discretionary investment advisory services through our IARs, and charge a fee for these fiduciary services, as described in this Form ADV and the Investment Fiduciary & Retirement Plan Consulting Agreement. We perform these investment advisory services for the plan as a fiduciary defined under Employment Retirement Income Security Act (“ERISA”) Section 3(21) and will act with the degree of diligence, care, and skill that a prudent person rendering similar services would exercise under similar circumstances. The plan sponsor can engage us to perform one or more of the following non-discretionary investment advisory services:
• Investment Policy Statement - Creation or review of existing investment policy statement;
• Advice Regarding Designated Investment Alternatives (“DIAs”) – Make recommendations for selection and ongoing monitoring of DIAs to be offered to plan participants;
• Advice Regarding Qualified Default Investment Alternative(s) (“QDIA(s)”) – Review of available investment options and recommendations to assist the plan sponsor in selecting or replacing the plan’s QDIA(s);
• Third-Party Advisors and/or Managers - Recommend and assist in selection of third-party advisors and/or investment managers; and/or
• Participant Advice – Collect investor profile information and provide recommendations to assist the plan participant with the investment of plan assets in one or more of the plan’s DIAs or Models, if available. Discretionary Fiduciary Services Depending upon the scope of services offered by IAR, clients may also have the option of engaging NEXT and IAR to provide certain services on a discretionary basis as an “investment manager” under Section 3(38) of ERISA. These services include Discretionary Investment Changes and Discretionary Model Portfolio Management. Discretionary Investment Changes is where the IAR will make selections of or changes to specific plan investments to be made available as investment options under the Plan based on the criteria established by the Plan. IAR will select investment replacements if an existing investment is determined by the IAR to no longer be suitable as an investment option. Discretionary Model Portfolio Management is where the IAR will develop and maintain custom target-date or risk-based model portfolios based upon criteria stated in an investment policy statement. When NEXT and IAR provide these discretionary services as an “investment manager” under Section 3(38) of ERISA NEXT and IAR is deemed a “fiduciary” as such term is defined under ERISA when providing either non- discretionary investment advice or discretionary investment manager services, as designated in the client account agreement. Clients should understand that to the extent NEXT and IAR are engaged to perform services other than ongoing investment monitoring and recommendations (for example, investment education and general financial information), those services are not

“investment advice” under ERISA and therefore, NEXT and IAR will not be a “fiduciary” under ERISA with respect to those other services. Retirement Plan Consulting Services Retirement Plan Consulting Services are designed to allow our IARs to assist a plan sponsor in meeting his/her fiduciary duties to administer a plan in the best interests of plan participants and their beneficiaries. When providing Retirement Plan Consulting Services, recommendations will only be made to the plan sponsor and the sponsor retains full discretionary authority or control over plan assets. The sponsor can also engage an IAR to assist with administrative support, to provide oversight of relationship with service providers, to assist with investments, and/or to provide participant services as more fully described below. Some IARs offer additional services in addition to those listed below. Administrative Support
• Assist plan sponsor in reviewing objectives and options available through the plan
• Assist with development/maintenance of fiduciary audit file and document retention policies
• Deliver fiduciary training periodically or upon reasonable request Service Provider Support
• Assist fiduciaries with a process to select, monitor and replace service providers
• Provide reports and/or information designed to assist fiduciaries with monitoring Covered Service Providers (“CSPs”)
• Coordinate and assist with CSP replacement and conversion Investment Monitoring Support
• Assist the plan committee with monitoring investment performance
• Assist with Designated Investment Managers (“DIMs”) and/or third-party advice providers as necessary Participant Services
• Facilitate group enrollment meetings
• Coordinate employee education regarding plan investments and fees
• Assist plan participants in understanding plan benefits, retirement readiness and impact of increasing deferrals Additional Services Provided Outside of the Investment Fiduciary & Retirement Plan Consulting Agreement NEXT and/or its IARs can establish a client relationship with one or more plan participants outside of the Investment Fiduciary & Retirement Plan Consulting program. Such client relationships develop in various ways, including, without limitation:
• as a result of a decision by a participant or beneficiary to purchase services from NEXT not involving the use of plan assets;
• as part of an individual or family financial plan for which any specific recommendations concerning the allocation of assets or investment recommendations relate exclusively to assets held outside of the plan;
• through a separate arrangement to provide advice services to a plan participant under a Plan Participant Investment Advice Agreement; or
• through an Individual Retirement Account Rollover (“IRA Rollover”). If a plan participant or beneficiary desires to affect an IRA Rollover, an IAR must obtain a written acknowledgement from the plan participant, known as the Retirement Plan Rollover Disclosure Form. Any decision to affect the rollover, or about what to do with the rollover assets, remains that of the participant or beneficiary alone. In providing these optional services, we can offer employers and employees information on other financial and retirement products or services offered by NEXT and our IARs. Plan Participant Investment Advice Services Plan Participant Investment Advice Services are designed to allow our IARs to provide non-discretionary advice under a Plan Participant Investment Advice Agreement regarding your employer-sponsored retirement plan account. Based upon the information you provide to your IAR about your investment objectives, risk tolerance, investment time horizon, etc., your IAR will provide you with written recommendations to assist you with the investment of your employer-sponsored retirement account. Your IAR will only provide recommendations relating to the investment alternatives designated by your employer (“Designated Investments”) and available to you through your employer-sponsored plan. Your IAR will only provide investment recommendations; you are responsible for executing the recommended transactions. Your IAR and NEXT will be held to a fiduciary standard of care under ERISA when providing you with investment advice, as defined under Sec. 3(21)(A)(ii) of ERISA, regarding your account. Individual Participant Advice In some instances, NEXT through its IARs provides management of a participant’s self-directed retirement plan account, if permitted by the participant’s plan. In certain cases, NEXT may also accommodate other account types on an exception basis. IAR will provide advice regarding securities made available as investment options through the plan or through a self-directed brokerage account (or as otherwise available for accounts enrolled on an exception basis). These services are offered through an agreement between NEXT, IAR, and the client. In connection with such services, IAR will obtain the necessary financial data from the client, assist the client in setting an appropriate investment objective for the account, and provide investment advice with respect to the assets in the account based on the investment objective selected. Clients may impose reasonable restrictions on investing in certain securities or a group of securities. IAR will typically have discretionary authority to trade a participant’s account directly at the custodian. An IAR will not provide advice or recommendations regarding any retirement plan participant loans, although IAR is available to provide general information and educational assistance to participants regarding loan options as applicable. Third-Party Investment Adviser (TPIA) Programs NEXT provides its IARs and clients with access to a number of TPIA programs and platforms for use by IARs that provide clients the opportunity to receive the investment management expertise of a diverse set of advisers that specialize in different asset classes and investment styles and use different portfolio management techniques including asset allocation strategies, mutual fund and ETF models, separately managed account (SMA) programs, unified managed account (UMA) programs, wrap fee services, and other types of managed portfolios such as tax harvesting and tax efficiency strategies, risk management strategies, and dynamic and tactical portfolios. Some programs are more or less aggressive as compared to other programs. Some programs also have higher or lower fees and expenses than other programs. These programs are sponsored by the TPIAs and are offered through co- adviser agreements, solicitor/referral arrangements, or other types of agreements between NEXT and a TPIA. Many TPIAs sponsor a broad range of investment programs. When acting in a co-advisory capacity, NEXT and a TPIA are jointly responsible for the ongoing management of your account. Depending on the agreement between NEXT and a TPIA and based on the information provided by a client, an IAR will refer a client to or assist a client in selecting a TPIA who offers products and services that demonstrate an investment philosophy and style that appear to align with the needs of the client. A client is asked to provide detailed financial and other pertinent data to the IAR. An IAR helps a client determine the client’s risk tolerance, investment goals, and other relevant guidelines. Factors we consider in the selection of a particular TPIA include (a) our assessment of a TPIA, (b) your investment experience, risk tolerance, goals, objectives, and restrictions, and (c) the assets you have available to invest. There is no guarantee that a client’s goals or investment objectives will be achieved by any specific program, please see Item 8 below for additional information on risks of loss. After an IAR assists a client in selecting a suitable TPIA program, client assets are then either invested in the strategy or model or the TPIA begins to allocate the client’s assets in the investment portfolio. The IAR provides initial and continuing education and information regarding the program selected. The IAR will also explain rebalancing guidelines utilized within the program and meet with a client periodically to discuss changes to the client’s financial circumstances. In certain circumstances an IAR acts purely in a solicitor or referral capacity when referring you to a TPIA. Under these arrangements, an IAR assists a client in identifying the client’s objectives and refers the client to a TPIA according to the client’s stated objectives. The client typically enters into an agreement directly with the TPIA and the client’s funds are invested by the TPIA. The IAR monitors the performance of the TPIA and coordinates communication between the client and TPIA. An IAR does not actively participate in the execution of any securities transactions for a client’s TPIA account and does not have authority to determine, without obtaining specific client consent, the securities to be bought or sold, the amount of the securities to be bought or sold, or the broker-dealer to be used for the purchase or sale of securities in the client’s TPIA account. NEXT and your IAR are compensated for referring you to the TPIA program. This compensation generally takes the form of the TPIA sharing a portion of the advisory fee you pay to the TPIA. When NEXT acts as a solicitor for a TPIA program, you will receive a written solicitor disclosure statement describing the nature of our relationship with the TPIA program, if any, and the terms of our compensation arrangement with the TPIA program, including a description of the compensation that your IAR and NEXT will receive for referring you to the TPIA program. For more information, please see Item 14 below. Please consult the applicable TPIA’s agreement for further information, including information on the capacity in which NEXT acts for a particular program. Clients should refer to a TPIA’s Form ADV Part 2, or equivalent brochure, for a full description of the terms and conditions of their services and fees. TPIAs are subject to our due diligence process for inclusion as a TPIA and are subject to future change from time to time. Please consult your IAR for information regarding available TPIAs. The services of a number of SMA Managers, Sub-Managers, and Model Providers we make available can be accessed through different platforms and programs including programs sponsored by us such as NEXT Select and Contour, as well as through TPIAs’ own programs. Your advisory fee will vary depending on the platform or program selected to access the SMA Manager, Sub-Manager, or Model Provider. We have a financial incentive to recommend platforms that generate more fees to us. Most TPIA programs as well as our sponsored programs, NEXT Select and Contour, are considered “wrap fee” programs. A wrap fee program is a type of investment program that provides clients with asset management and brokerage services for one all-inclusive fee. If you participate in one of our wrap fee programs, you will pay our firm a single fee, which includes money management fees, certain transaction costs, and certain custodial and administrative costs. Clients should refer to the client agreement, fee schedule, and TPIA brochure for their program for details on what the wrap fee covers. The total fees you pay to access a particular SMA Manager, Sub-Manager, or Model Provider through the NEXT Select or Contour platform can be more or less than the combined fees charged by the TPIA, NEXT, and your IAR for a TPIA program that offers the same SMA Manager, Sub-Manager, or Model Provider through a co- advisory relationship. You should consider the aggregate fees charged on a particular platform and the services available when choosing a platform and investment manager and discuss with your IAR the platform and program pricing relative to a specific TPIA, SMA Manager, Sub-Manager, or Model Provider for additional details. TPIAs have differing minimum account requirements and a variety of fee ranges. All securities are selected, and transactions are executed by the third-party money manager. Your IAR will contact you periodically to review your financial situation, objectives, and restrictions and communicate information to the TPIA; and assist you in understanding and evaluating the services provided by the money manager. Each TPIA maintains its own separate execution, clearing, and custodial relationships. NEXT and the IAR share in a portion of the fee paid to the TPIA for its services. Since the TPIA services provided by each sponsor are unique, clients should request and carefully review the applicable disclosure brochure, client agreement, and other account paperwork for each TPIA for more detailed information about the services provided by a TPIA, including without limitation, a description of the TPIA’s background, investment strategies, fees, custody arrangements, conflicts of interest, and other relevant information regarding the TPIA’s services and business practices. Clients may obtain a copy of a TPIA’s disclosure brochure from their IAR or by visiting www.adviserinfo.sec.gov. A complete list of TPIAs available through NEXT is available upon request. Educational Workshops/Seminars IARs can conduct educational workshops or seminars on various financial topics that encourage clients to seek investment advisory services or purchase securities or insurance products. Because a wide variety of clients attend these workshops and/or seminars, the events are generally not designed to meet the individual needs of clients but are appropriate for a larger audience. Consulting Services Program NEXT’s Consulting Services Program (“Consulting Services”) allows an IAR to offer clients financial planning and/or consulting services for a fee. The nature of these services varies based upon an analysis of individual client needs. Areas addressed can include but are not limited to investment portfolio advice; business or estate planning; financial counseling and/or planning; and complex planning services. Complex planning services are either complex in nature and/or will require a significant amount of time to complete. Complex planning services must be outlined in a plan proposal providing a description of agreed upon services. Consulting services does not include ongoing investment or asset management, asset rebalancing, asset allocation, or the execution of securities transactions. A consulting agreement is not an investment management agreement and does not convey discretion to an IAR or NEXT. The agreement terminates upon delivery of the services outlined in the agreement or within one year from the date the agreement is executed, whichever comes first. IRA Rollover Considerations If you decide to roll assets out of a retirement plan into a NEXT advisory individual retirement account (“IRA”), NEXT and your IAR have a financial incentive to recommend that you invest those assets in one of our programs, because NEXT and your IAR will be paid on those assets, for example, through advisory fees. You should be aware that such fees likely will be higher than those you pay through a plan, and there can be custodial and other maintenance fees. The following fiduciary acknowledgement applies only when our IAR (i) provides investment advice to participants in or the fiduciaries of ERISA-covered retirement plans and to owners of IRAs, and (ii) recommends to participants in ERISA-covered retirement plans or owners of IRAs to make a rollover to an IRA. When we provide investment advice to you regarding your retirement plan account or IRA, we are fiduciaries within the meaning of Title I of ERISA and/or the Internal Revenue Code, as applicable, which are laws governing retirement accounts. Fiduciary status for this purpose does not necessarily mean we are acting as fiduciaries for purposes of other applicable laws. This acknowledgement of fiduciary status does not confer contractual rights or obligations on you, NEXT, or the IAR.