Sorrento Pacific Financial, LLC (“SPF,” “we,” or “us”) was formed in 2003 and is a California limited liability company. SPF is wholly owned by AWS 3, 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. SPF 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”). SPF is also licensed as an insurance agency in 50 states. 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, SPF had regulatory assets under management of $192,507,423. Of that amount, $64,463,892 was managed on a non-discretionary basis and $128,043,531 was managed on a discretionary basis. Our investment advisory services (“Advisory Services”) are made available to clients through individuals associated with SPF 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. 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 SPF'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. SPF is not a custodian of any accounts. We offer the following advisory programs and services to our clients (“you” or “your”):
• Contour Platform
• Third party investment adviser (“TPIA”) programs
• Consulting and financial planning services
• Retirement services The Contour Platform SPF sponsors the Contour Platform (“Contour”) a wrap fee investment advisory program that provides IARs access to tools to provide individualized investment management services. Contour is administered through Envestnet Asset Management, Inc. (“Envestnet”), an investment adviser registered with the SEC. SPF 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”) 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 nor Pershing is affiliated with SPF. Contour is comprised of four 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 into 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 SPF 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 Wrap Fee Program Brochure or Form ADV Part 2A Appendix 1, which contains additional information concerning the Contour Platform, wrap fee programs in general, and a disclosure of fees payable by the client. Third Party Investment Adviser (TPIA) Programs SPF 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, and other types of agreements between SPF and a TPIA. Many TPIAs sponsor a broad range of investment programs. When acting in a co-advisory capacity, SPF and a TPIA are jointly responsible for the ongoing management of your account. Depending on the agreement between SPF and a TPIA and based on the information provided by a client, an IAR will refer a client to or assist the 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. SPF 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 SPF 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 SPF 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 SPF 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 Contour, as well as through TPIAs 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 programs that generate more fees to us. Most TPIA programs, as well as our sponsored program, 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 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 Contour platform can be more or less than the combined fees charged by the TPIA, SPF, 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. SPF 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 SPF is available upon request. Consulting / Financial Planning Services SPF’s Consulting / Financial Planning Services (“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 SPF. 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. Retirement Services Employer-Sponsored Retirement Plan Services SPF, through its IARs may provide investment advisory services to business owners, tax-exempt nonprofit organizations, and their employees with regard to their employer-sponsored retirement plans. These retirement plans may include but are not limited to the following: SEP & SIMPLE IRA, 401(k), 403(b), 457(b), 457(f), Profit Sharing, Cash Balance, Defined Benefit and Deferred Compensation plans. Investment advisory services are generally provided in tandem with bundled or unbundled third-party retirement plan providers who are unrelated to SPF and under separate contract with the employer. The IAR accepts their responsibility as a Fiduciary with regard to the services and actions they perform that fall within the definition of “Retirement Investment Advice” as defined by the Department of Labor. Services provided to business owners and tax-exempt nonprofit organization may include:
• Assist with securing administrative/ record-keeping services with the retirement plan provider of their choice.
• Assist with securing the services of a third-party 3(21) or 3(38) Investment Fiduciary for the selection and ongoing monitoring of Plan investments.
• Assist with the business owner’s or tax-exempt nonprofit organization’s periodic review of the Plan’s investments (performance and objectives). This may include assistance with interpreting and reviewing plan related reports and disclosures provided by third-party investment fiduciaries and/or retirement plan providers.
• Assist with employer-scheduled group employee plan enrollment, periodic re-enrollment (if applicable) and related activities when new employees are hired and/or become eligible to participant in the Plan. Services provided to the business owner’s or tax-exempt nonprofit organization’s employees may include the following:
• Provide guidance and support regarding increasing their level of retirement readiness with the goal of achieving a successful retirement outcome by participating in their employer-sponsored retirement plan.
• Conduct periodic group educational meetings to acquaint and reinforce the ideals and prudent practices of saving for retirement.
• Act as a resource. Be available on an ongoing basis to address investment and Plan related questions and concerns.
• Provide assistance with personal risk tolerance assessments and corresponding evaluation of available investment options for the purpose establishing an appropriate asset allocation. Please note that Plan participants will self-direct their own investment accounts. Neither SPF nor the IAR will have any discretionary trading authority and may not be involved in directing or placing any transactions on behalf of Plan participants. Additionally, neither SPF nor the IAR, in the performance of the above noted services, will assume any responsibilities related to duties of the plan trustee, responsible plan fiduciary, plan sponsor, plan administrator or have any discretion over the operation of the plan or any responsibilities to interpret its provisions or definitions. Participant-Directed Retirement Accounts IARs may also provide investment advice to clients with respect to assets held within a participant- directed retirement account held on a third-party platform. The services are provided by the IAR on a non- discretionary basis and include initial fund selection and asset allocation recommendations. In addition, the IAR will meet periodically with the client to discuss whether the funds continue to meet the client’s objectives and to recommend rebalancing transactions if necessary. SPF Advisor Directed Non-Discretionary Advisory Accounts-(N6Y- is no longer available for new business.) The Advisory Account is a non-discretionary advisory program. Therefore, the Client must review and approve each trade before it is placed. The IAR assists the Client in completing an Investment Policy Guideline based on the Client's stated financial information, investment goals, time horizon and risk tolerance. With this information, the IAR creates an asset allocation plan. Once the proper allocation is determined the IAR can present the Client with a wide range of eligible investment vehicles designed to achieve their risk and allocation parameters. These investment vehicles may include no-load and load- waived mutual funds, exchange traded funds (“ETFs”), individual stocks, bonds and UITs. Various mutual fund share classes are available for purchase in the SPF Asset Management Account. The mutual fund share classes include load-waived A shares, institutional class shares and adviser class shares. In some cases, a mutual fund may only offer load-waived A shares. However, another similar mutual fund may be available that offers institutional class shares or adviser class shares. In general, institutional class shares and adviser class shares are not subject to 12b-1 fees. As a result of the different expenses associated with the various mutual fund share classes, the fees may be higher in load-waived A shares versus institutional class shares or adviser class shares. To off-set these potentially higher fees, for any mutual fund position in your account that pays a 12b-1 fee, it will be credited to your account. IRA Rollover Considerations If you decided to roll assets out of a retirement plan into a SPF advisory individual retirement account (“IRA”), SPF and your IAR will have a financial incentive to recommend that you invest those assets in one of our programs, because SPF 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 your 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, SPF, or the IAR.