A. Lee Johnson Capital Management, LLC (the “Registrant”) d/b/a OverRidge Wealth Advisors is a limited liability company formed on March 24, 2008 in the State of Texas. The Registrant became registered as an Investment Adviser Firm on September 13, 2003. The Registrant is principally owned by Andrew Heinz, the Registrant’s President and Chief Executive Officer. B. As discussed below, the Registrant offers to its clients (individuals, high net worth individuals, business entities, trusts, estates and charitable organizations, etc.) investment advisory services, and, to the extent specifically requested by a client, financial planning and related consulting services. INVESTMENT ADVISORY SERVICES The client can engage the Registrant to provide discretionary or non-discretionary investment advisory services on a fee basis. Prior to engaging the Registrant to provide investment advisory services, clients are required to enter into an Investment Advisory Agreement with Registrant setting forth the terms and conditions of the engagement (including termination), describing the scope of the services to be provided, and the fee that is due from the client. The Registrant provides investment advisory services specific to the needs of each client. Before providing investment advisory services, an investment adviser representative will ascertain each client’s investment objective(s). Thereafter, the Registrant will allocate and/or recommend that the client allocate investment assets consistent with the designated investment objective(s). The Registrant primarily allocates client investment assets among various individual equity (stocks), debt (bonds) and fixed income securities, and mutual funds and/or exchange traded funds (“ETFs). Registrant’s advisory services are provided in accordance with the client’s designated investment objective(s). Once allocated, the Registrant provides ongoing monitoring and review of account performance, asset allocation, and client investment objectives. FINANCIAL PLANNING AND CONSULTING SERVICES (STAND-ALONE) To the extent requested by a client, the Registrant may determine to provide financial planning and/or consulting services (including investment and non-investment related matters, including estate planning, insurance planning, etc.) on a stand-alone separate fee basis. Prior to engaging the Registrant to provide planning or consulting services, clients are generally required to enter into a Financial Planning and Consulting Agreement with Registrant setting forth the terms and conditions of the engagement (including termination), describing the scope of the services to be provided, and the portion of the fee that is due from the client prior to Registrant commencing services. If requested by the client, Registrant may recommend the services of other professionals, including the Registrant’s representatives in their individual capacities as licensed insurance agents. The client is under no obligation to engage the services of any such recommended professional. The client retains absolute discretion over all implementation decisions and is free to accept or reject any recommendation from the Registrant. Registrant’s recommendation that a client engage one or more of Registrant’s representatives in their capacity as an insurance agent presents a conflict of interest, as the recommendation may be made based on the compensation to be received, rather than on a particular client’s need. Please Note: If the client engages any professional (i.e. attorney, accountant, insurance agent, etc.), recommended or otherwise, and a dispute arises thereafter relative to such engagement, the client agrees to seek recourse exclusively from the engaged professional. At all times, the engaged licensed professional(s), and not Registrant, shall be responsible for the quality and competency of the services provided. MISCELLANEOUS Limitations of Financial Planning and Non-Investment Consulting/Implementation Services. To the extent requested by the client, the Registrant may provide financial planning and related consulting services regarding non-investment related matters, such as estate planning, tax planning, insurance, etc. Neither the Registrant, nor any of its representatives, serves as an attorney or accountant and no portion of the Registrant’s services should be construed as same. To the extent requested by a client, the Registrant may recommend the services of other professionals (i.e., attorneys, accountants, insurance, etc.), including representatives of the Registrant in their separate capacities as insurance agents, as discussed in Item 10.C below. The client is under no obligation to engage the services of any such recommended professional. The client retains absolute discretion over all such implementation decisions and is free to accept or reject any recommendation from the Registrant. Registrant’s recommendation that the client engage one or more of Registrant’s representatives in their capacity as an insurance agent presents a conflict of interest, as the recommendation may be made based on the compensation to be received, rather than on a particular client’s need. Variable Annuity Management. The Registrant provides advisory services relative to the allocation of assets among the investment sub-divisions that comprise a variable investment product owned by the client. If the product was previously purchased on a commission basis through one of the Registrant’s representatives in their individual capacities as representatives of an unaffiliated broker-dealer, the Registrant will offset the commission paid against its advisory fee. The Registrant will not begin charging its advisory fee until the advisory fees earned for managing such product exceed the commission paid for the product. For variable annuity products purchased through other broker dealers, and for which Registrant’s representatives did not earn a commission, the Registrant will charge its standard advisory fee. The Registrant manages the variable annuity on a tactical investment strategy basis, the objective of which is to be invested in the equity market during an anticipate uptrend and in cash during an anticipated pullback/correction. Of course, there can be no assurance or guarantee that the Registrant's decisions will be correct or profitable. The Registrant includes the variable product assets as part of “assets under management” for the purposes of calculating its annual advisory fee. Use of Separate Account Managers. For some qualified clients, and when consistent with such client’s individual circumstances and objectives, Registrant may recommend other investment advisers, typically separate account managers. The separate account manager is responsible for the security selection(s) and ongoing management of the separately managed account. The selection of these managers will be discussed with the client and agreed to in advance. Assets placed into separately managed accounts may be charged performance-based compensation, discussed further in Item 6 below. When performance- based compensation is charged pursuant to a separate account manager engagement, Registrant may participate in the performance-based compensation arrangement but will not assess its standard asset-based fee to the client’s separate account. No client is under any obligation to utilize a separate account manager. Cash Positions. At any specific point in time, depending upon perceived or anticipated market conditions or events (there being no guarantee that such anticipated market conditions/events will occur), the Registrant may maintain cash positions for defensive, liquidity, or other purposes. All cash and cash equivalent positions (money markets, etc.) shall be included as part of assets under management for purposes of calculating the Registrant’s advisory fee, unless otherwise agreed, in writing. Retirement Plan Rollovers – No Obligation / Conflict of Interest. A client or prospective client leaving an employer typically has four options regarding an existing retirement plan (and may engage in a combination of these options): (i) leave the money in the former employer’s plan, if permitted, (ii) roll over the assets to the new employer’s plan, if one is available and rollovers are permitted, (iii) roll over to an Individual Retirement Account (“IRA”), or (iv) cash out the account value (which could, depending upon the client’s age, result in adverse tax consequences). If the Registrant recommends that

a client roll over their retirement plan assets into an account to be managed by the Registrant, such a recommendation creates a conflict of interest if the Registrant will earn a new (or increase its current) advisory fee as a result of the rollover. No client is under any obligation to roll over retirement plan assets to an account managed by Registrant. ERISA / IRC Fiduciary Acknowledgment. When Registrant provides investment advice to a client regarding the client’s retirement plan account or individual retirement account, Registrant does so as a fiduciary within the meaning of Title I of the Employee Retirement Income Security Act (“ERISA”) and/or the Internal Revenue Code (“IRC”), as applicable, which are laws governing retirement accounts. The way Registrant makes money creates some conflicts with client interests, so Registrant operates under a special rule that requires it to act in the client’s best interest and not put its interests ahead of the client’s. Under this special rule's provisions, Registrant must:
• Meet a professional standard of care when making investment recommendations (give prudent advice);
• Never put its financial interests ahead of the client’s when making recommendations (give loyal advice);
• Avoid misleading statements about conflicts of interest, fees, and investments;
• Follow policies and procedures designed to ensure that Registrant gives advice that is in the client’s best interest;
• Charge no more than is reasonable for Registrant’s services; and
• Give the client basic information about conflicts of interest. Fee Dispersion. As indicated below at Item 5, Registrant, in its sole discretion, may charge a lesser investment advisory fee and/or charge a flat fee based upon certain criteria (i.e., anticipated future earning capacity, anticipated future additional assets, dollar amount of assets to be managed, related accounts, account composition, prior fee schedules, competition, negotiations with client, etc.). Please Note: As result of the above, similarly situated clients could pay different fees. In addition, similar advisory services may be available from other investment advisers for similar or lower fees. Use of Mutual Funds/ETFs. Most mutual funds and exchange-traded funds (“ETFs”) are available directly to the public. Thus, a prospective client can obtain many of the mutual funds or ETFs that may be recommended and/or utilized by Registrant independent of engaging Registrant as an investment adviser. However, if a prospective client determines to do so, he/she will not receive Registrant’s initial and ongoing investment advisory services. Schwab/TD Ameritrade. As discussed below at Item 12, Registrant recommends that Charles Schwab and Co., Inc. (“Schwab”) and/or TD Ameritrade (“TD”) serve as the broker-dealer/custodian for client investment management assets. Broker-dealers such as Schwab and TD charge brokerage commissions and/or transaction fees for effecting certain securities transactions. In addition to Registrant’s investment management fee, brokerage commissions and/or transaction fees, clients will also incur, relative to all mutual fund and exchange traded fund purchases, charges imposed at the fund level (e.g. management fees and other fund expenses). The fees charged by Schwab and TD, as well as the charges imposed at the mutual fund and exchange traded fund level, are in addition to Registrant’s advisory fee referenced in Item 5 below. Portfolio Activity. Registrant has a fiduciary duty to provide services consistent with the client’s best interest. As part of its investment advisory services, Registrant will review client portfolios on an ongoing basis to determine if any changes are necessary based upon various factors, including, but not limited to, investment performance, mutual fund manager tenure, style drift, and/or a change in the client’s investment objective. Based upon these factors, there may be extended periods of time when Registrant determines that changes to a client’s portfolio are neither necessary nor prudent. Clients nonetheless remain subject to the fees described in Item 5 below during periods of account inactivity. Of course, as indicated below, there can be no assurance that investment decisions made by Registrant will be profitable or equal any specific performance level(s). Account Aggregation Platforms. The Registrant, in conjunction with the services provided by eMoney and/or Orion, may provide periodic reporting services which can incorporate all of the client’s investment assets, including those investment assets that are not part of the assets managed by the Registrant (the “Excluded Assets”). The client or their other advisors that maintain trading authority shall be exclusively responsible for the investment performance of the Excluded Assets. The Registrant’s service regarding the Excluded Assets is limited to reporting only and does not include investment implementation. The Registrant does not have trading authority for the Excluded Assets. The Registrant may occasionally make recommendations on how to manage or allocate the Excluded Assets, but the client shall be responsible for implementing any accepted recommendations on the Excluded Assets. The Registrant shall not be responsible for any implementation errors on the Excluded Assets. In the event the client desires that the Registrant to have trading authority over the Excluded Assets, the client may engage the Registrant to do so pursuant to the terms and conditions of an advisory agreement between the Registrant and the client. The eMoney platform also provides access to other types of information and applications including financial planning concepts and functionality, which should not, in any manner whatsoever, be construed as services, advice, or recommendations provided by Registrant. The eMoney platform may also reflect Excluded Assets owned by the client, and these Excluded Assets would be subject to the same restrictions described above. Finally, Registrant shall not be held responsible for any adverse results a client may experience if the client engages in financial planning or other functions available on the eMoney platform without Registrant’s assistance or oversight. Non-Discretionary Services Limitations. Clients that determine to engage the Registrant on a non-discretionary investment advisory basis must be willing to accept that the Registrant cannot effect any account transactions without obtaining prior consent to any such transaction(s) from the client. Thus, in the event that Registrant would like to make a transaction for a client’s account, and client is unavailable, the Registrant will be unable to effect the account transaction (as it would for its discretionary clients) without first obtaining the client’s consent. Client Obligations. In performing its services, Registrant shall not be required to verify any information received from the client or from the client’s other professionals, and is expressly authorized to rely thereon. Moreover, each client is advised that it remains their responsibility to promptly notify the Registrant if there is ever any change in their financial situation or investment objectives for the purpose of reviewing, evaluating or revising Registrant’s previous recommendations and/or services. Disclosure Statement. A copy of this Disclosure Brochure shall be provided to each client prior to, or contemporaneously with, the execution of the Investment Advisory Agreement or Financial Planning and Consulting Agreement. C. The Registrant shall provide investment advisory services specific to the needs of each client. Prior to providing investment advisory services, an investment adviser representative will ascertain each client’s investment objective(s). Thereafter, the Registrant shall allocate and/or recommend that the client allocate investment assets consistent with the designated investment objective(s). The client may, at any time, impose reasonable restrictions, in writing, on the Registrant’s services. Please Note: It remains the client’s responsibility to promptly notify the Registrant if there is ever any change in their financial situation or investment objectives for the purpose of reviewing, evaluating or revising Registrant’s previous recommendations and/or services. D. The Registrant does not participate in a wrap fee program. E. As of December 31, 2022, the Registrant had $189,674,932 in assets under management on a discretionary basis and $17,431,351 in assets under management on a non- discretionary basis.