No regulated securities services are provided by or through the ArcStone Securities and Investments Corp. holding company. Any securities transaction, recommendation, or investment banking service you receive in connection with the ArcStone brand is provided by ArcStone Securities LLC or, in the case of ArcStone Kingswood, by Kingswood US -- each acting in its capacity as a registered broker-dealer and subject to its own regulatory obligations.

2. Introduction -- ArcStone Securities LLC

ArcStone Securities LLC ("ArcStone Securities", "we", "us", or "our") is a registered broker-dealer and member of the Financial Industry Regulatory Authority (FINRA) and the Securities Investor Protection Corporation (SIPC). ArcStone Securities is registered with the Securities and Exchange Commission (SEC) under the Securities Exchange Act of 1934. Our FINRA CRD number is 306029. You may verify our registration and review our disciplinary history at any time through FINRA's BrokerCheck at brokercheck.finra.org.

Pursuant to SEC Regulation Best Interest ("Reg BI"), adopted under Rule 15l-1 of the Securities Exchange Act of 1934, broker-dealers are required to act in the best interest of retail customers when making a recommendation of any securities transaction or investment strategy involving securities. This Disclosure is provided by ArcStone Securities LLC to satisfy the disclosure component of Reg BI and to help you understand our services, how we are compensated, and the material conflicts of interest that may exist in our relationship with you.

This Disclosure is not a contract and does not modify any agreement between you and ArcStone Securities LLC. Please read this Disclosure carefully and retain it for your records. Questions may be directed to compliance@arcstoneglobalsecurities.com.

3. ArcStone Kingswood -- Separate Regulated Channel

ArcStone Kingswood is a branded division of Kingswood US, a separately registered FINRA broker-dealer. ArcStone Kingswood is not a legal entity and is not itself registered as a broker-dealer with FINRA, the SEC, or any other regulatory authority. Regulated securities activities conducted through the ArcStone Kingswood brand are conducted by, and are the legal responsibility of, Kingswood US in its capacity as the registered broker-dealer.

3.1  Key Regulatory Implications for ArcStone Kingswood Clients

If you are a client receiving services through the ArcStone Kingswood division, the following applies:

•       Your broker-dealer counterparty is Kingswood US, not ArcStone Securities LLC and not ArcStone Securities and Investments Corp.

•       The Reg BI obligations -- including the disclosure, care, conflict of interest, and compliance obligations -- owed to you are those of Kingswood US, the registered broker-dealer.

•       The Form CRS applicable to your relationship is the Form CRS of Kingswood US, not the Form CRS of ArcStone Securities LLC.

•       The Regulation Best Interest Disclosure applicable to your relationship is that of Kingswood US, available through Kingswood US's FINRA BrokerCheck profile and its website.

•       Supervisory responsibility for registered representatives operating within the ArcStone Kingswood division rests with Kingswood US as the supervising broker-dealer.

3.2  How to Obtain Kingswood US Disclosures

If you are receiving or expect to receive services through ArcStone Kingswood, you should request and review the following from Kingswood US directly:

•       Kingswood US's Customer Relationship Summary (Form CRS);

•       Kingswood US's Regulation Best Interest Disclosure Statement; and

•       Any account opening agreements, fee disclosures, and other regulatory documents provided by Kingswood US.

You may verify Kingswood US's registration and disciplinary history through FINRA's BrokerCheck at brokercheck.finra.org. If you have questions about which entity is your broker-dealer counterparty for a specific transaction or service, please contact ArcStone Kingswood directly or contact us at compliance@arcstoneglobalsecurities.com and we will clarify.

This Regulation Best Interest Disclosure Statement covers ArcStone Securities LLC only. It does not constitute a Reg BI disclosure by or on behalf of Kingswood US and does not satisfy Kingswood US's Reg BI disclosure obligations to ArcStone Kingswood clients. ArcStone Kingswood clients must obtain and review Kingswood US's separate Reg BI disclosure.

3.3  Relationship Between ArcStone Securities LLC and ArcStone Kingswood

ArcStone Securities LLC and ArcStone Kingswood operate as complementary but legally separate regulated channels within the ArcStone group:

•       ArcStone Securities LLC focuses on institutional and corporate capital markets activity -- equity capital markets, private placements, mergers and acquisitions advisory, and institutional equity distribution.

•       ArcStone Kingswood (through Kingswood US) focuses on retail wealth connectivity, financial planning, and distribution services to individual and retail investors.

These two channels serve different client segments, are subject to different regulatory frameworks and supervisory structures, and maintain separate books, records, and compliance programs. A client of one channel is not automatically a client of the other. Where ArcStone Securities LLC refers a client to ArcStone Kingswood, or vice versa, that referral arrangement will be disclosed in accordance with applicable regulatory requirements.

4. Customer Relationship Summary (Form CRS) -- ArcStone Securities LLC

As a FINRA-registered broker-dealer, ArcStone Securities LLC is required to deliver a Customer Relationship Summary (Form CRS) to retail investors. Our Form CRS provides a summary of the types of services we offer, associated fees and costs, our conflicts of interest, our legal and disciplinary history, and how to obtain additional information.

Our Form CRS is available on our website at www.arcstoneglobalsecurities.com and upon request by contacting our compliance department. We encourage all retail customers to review our Form CRS before engaging our services.

5. Capacity in Which ArcStone Securities LLC Is Acting

ArcStone Securities LLC operates solely in a broker-dealer capacity. It is not a registered investment adviser and does not provide discretionary investment advisory services. When ArcStone Securities makes a recommendation to a retail customer regarding a securities transaction or investment strategy involving securities, it is acting in its broker-dealer capacity and is subject to the Reg BI standard of conduct.

In its broker-dealer capacity, ArcStone Securities may act as principal or agent depending on the nature of the transaction:

•       As agent: ArcStone Securities executes transactions on your behalf and receives compensation in the form of commissions, fees, or markups/markdowns disclosed at the time of the transaction.

•       As principal: ArcStone Securities may buy or sell securities from its own inventory. In these transactions, it may earn a profit or sustain a loss depending on market conditions.

ArcStone Securities focuses primarily on capital markets transactions, including equity capital markets, private placements of securities, and investment banking advisory services. ArcStone Securities does not maintain discretionary authority over client accounts. Clients retain final decision-making authority over all investment decisions.

Confirmation of acting entity: When engaging ArcStone Securities LLC for any regulated securities service, your engagement letter and all trade documentation will identify ArcStone Securities LLC as your broker-dealer counterparty. If any documentation references a different ArcStone entity in a regulated capacity, please contact compliance@arcstoneglobalsecurities.com immediately.

6. Type and Scope of Services -- ArcStone Securities LLC

ArcStone Securities LLC provides the following broker-dealer services:

6.1  Equity Capital Markets

ArcStone Securities advises and assists public and private companies in raising capital through equity securities transactions, including initial public offerings (IPOs), follow-on public offerings, registered direct offerings, and at-the-market (ATM) programs. ArcStone Securities may act as placement agent, underwriter, or selling agent and may receive commissions, underwriting discounts, or advisory fees.

6.2  Private Placements

ArcStone Securities participates in the private placement of securities, including placements conducted pursuant to Regulation D, Regulation A/A+, Regulation S, and other applicable exemptions from Securities Act registration. Private placements are offered only to accredited investors or qualified institutional buyers as defined under applicable law.

6.3  Mergers, Acquisitions, and Strategic Advisory

ArcStone Securities provides advisory services in connection with mergers, acquisitions, divestitures, and other strategic transactions. Compensation is typically in the form of advisory fees, success fees, or retainers agreed upon at the time of engagement.

6.4  Institutional Equity Distribution

ArcStone Securities distributes equity securities to institutional investors, including investment managers, hedge funds, family offices, and qualified institutional buyers through its institutional distribution network.

6.5  Unsolicited Transactions

ArcStone Securities may execute unsolicited transactions at the direction of clients who have independently decided to purchase or sell a security without a recommendation. Unsolicited transactions are not subject to the Reg BI best interest standard; however, all other applicable broker-dealer obligations continue to apply.

ArcStone Securities LLC does not currently offer discretionary asset management, managed accounts, wrap-fee programs, insurance products, or traditional retail brokerage account services. These services may be available through ArcStone Kingswood (via Kingswood US) -- see Section 3.

7. Who Is a Retail Customer

Under Reg BI, a "retail customer" is a natural person, or the legal representative of such natural person, who receives a recommendation of any securities transaction or investment strategy involving securities from a broker-dealer and uses the recommendation primarily for personal, family, or household purposes.

Given that ArcStone Securities LLC's business is principally focused on institutional and corporate capital markets transactions, many of its clients and counterparties are not retail customers under Reg BI (e.g., corporate issuers, qualified institutional buyers, accredited investors acting in an investment capacity). However, where ArcStone Securities makes a recommendation to a natural person who meets the definition of a retail customer, all Reg BI obligations apply in full.

Individual investors seeking retail brokerage services -- including financial planning, managed accounts, or general investment recommendations -- are encouraged to engage ArcStone Kingswood through Kingswood US, the retail-focused regulated channel within the ArcStone group. See Section 3.

8. Material Fees, Costs, and Compensation -- ArcStone Securities LLC

The fees applicable to ArcStone Securities LLC's services vary by transaction type and are negotiated on a mandate-by-mandate basis. The following table summarises the principal categories of compensation ArcStone Securities may receive:

In addition to fees paid directly to ArcStone Securities, clients may incur fees charged by third parties, including clearing and custodial fees, regulatory transaction fees (SEC Section 31 fees), exchange fees, and fees embedded in investment products. These are disclosed in applicable trade confirmations, offering documents, and account statements.

Fee transparency: The specific fees applicable to your transaction will be fully disclosed in writing in the engagement letter, term sheet, or offering document before you commit to the transaction. Please review all fee disclosures carefully and raise any questions before proceeding.

9. Basis for Our Recommendations

When ArcStone Securities LLC makes a recommendation to a retail customer regarding a securities transaction or investment strategy, we are required under Reg BI to act in that customer's best interest. In forming a recommendation, ArcStone Securities considers the following information, which we ask you to provide and keep current:

•       Investment objectives: what you are seeking to achieve (e.g., capital appreciation, income, diversification);

•       Investment time horizon: how long you intend to hold the investment;

•       Risk tolerance: your capacity and willingness to sustain investment losses;

•       Financial situation and needs: including income, net worth, liquid assets, liabilities, and tax situation;

•       Investment experience and sophistication: your familiarity with the types of securities being recommended; and

•       Liquidity needs: whether you may need access to the invested funds within a specific timeframe.

ArcStone Securities will not make a recommendation without a reasonable basis to believe it is in your best interest. For private placements and other complex or illiquid securities, we take particular care to assess whether the investment is appropriate given your risk tolerance, liquidity needs, and investment experience.

10. Risks Associated with Recommendations

All investments in securities involve risk, including the possible loss of your entire investment. The following risks are particularly relevant to ArcStone Securities LLC's activities:

10.1  Equity Securities Risk

Equity securities may fluctuate significantly in value. Public company shares may decline substantially, and there is no guarantee of recovering the initial investment.

10.2  Private Placement and Illiquidity Risk

Securities offered through private placements are not registered under the Securities Act of 1933 and are not publicly traded. They are subject to significant transfer restrictions and there may be no established market in which to sell them. Investors must be prepared to hold for an extended and potentially indefinite period. The risk of total loss is substantial.

10.3  Early-Stage and Small-Cap Issuer Risk

Many of ArcStone Securities' capital markets clients are early-stage, emerging growth, or small- to mid-cap companies. Investments in such companies carry heightened risks, including limited operating history, concentrated management, limited capital access, and significant execution risk.

10.4  Dilution Risk

Equity capital markets transactions -- including follow-on offerings, private placements, and warrant exercises -- may dilute existing shareholders. Investors should review applicable offering documents and consider the potential dilutive impact before participating.

10.5  No Guarantee of Returns

Past performance of any security or issuer is not indicative of future results. ArcStone Securities makes no representation that any recommended investment will achieve its intended objective or that you will not sustain a loss.

10.6  Concentration Risk

Investing a significant portion of a portfolio in a single security or sector exposes investors to concentration risk. ArcStone Securities encourages clients to consider overall portfolio diversification when evaluating any recommendation.

11. Conflicts of Interest -- ArcStone Securities LLC

ArcStone Securities LLC is committed to identifying, disclosing, and mitigating material conflicts of interest. The following conflicts are inherent in its business model and are disclosed as required by Reg BI:

11.1  Transaction-Based Compensation

ArcStone Securities and its registered representatives are compensated primarily through transaction-based fees, commissions, and success fees. This creates a financial incentive to recommend that clients proceed with transactions, and to recommend larger transactions. ArcStone Securities mitigates this conflict by requiring all recommendations to satisfy the Reg BI best interest standard regardless of compensation impact.

11.2  Issuer Relationships and Investment Banking Mandates

ArcStone Securities frequently has pre-existing advisory or investment banking relationships with issuers whose securities it may recommend or distribute. This creates a financial interest in the success of those offerings. ArcStone Securities mitigates this conflict by disclosing issuer relationships in offering documents and assessing whether investments are appropriate for each client based on their investment profile.

11.3  Warrant and Equity Compensation from Issuers

In certain transactions, ArcStone Securities may receive warrants or other equity interests in issuers as part of its compensation, creating an ongoing financial interest in the issuer's performance. Such arrangements are disclosed in applicable engagement letters and offering documents.

11.4  Principal Transactions

ArcStone Securities may act as a principal in securities transactions, buying from or selling to clients from its own inventory, and may profit from the difference between purchase and sale prices. ArcStone Securities mitigates this conflict through best execution obligations and price disclosure on trade confirmations.

11.5  Holding Company and Affiliated Entity Relationships

ArcStone Securities LLC is a wholly-owned subsidiary of ArcStone Securities and Investments Corp. (the Holding Company), which also owns or has interests in ArcStone Canada Inc., ArcStone Financial Pulse, ArcStone Branding Inc., and the ArcStone Kingswood division (operated through Kingswood US). This group structure creates the following specific conflicts:

•       Referral incentives: ArcStone Securities LLC may refer clients to, or receive referrals from, affiliated entities including ArcStone Kingswood. These referral arrangements may create an incentive to recommend affiliated services. Material referral arrangements are disclosed to clients at the time of referral.

•       Shared branding: Because multiple entities operate under the ArcStone brand, clients should take care to confirm which legal entity is their counterparty for any regulated service. ArcStone Securities LLC is identified by its CRD #306029 and its FINRA member status; Kingswood US is identifiable through its separate FINRA registration.

•       Non-regulated affiliates: The Holding Company, ArcStone Canada Inc., ArcStone Financial Pulse, and ArcStone Branding Inc. are non-regulated entities that may have commercial relationships with ArcStone Securities LLC. These relationships do not create regulatory obligations to ArcStone Securities LLC's clients but are disclosed here for transparency.

11.6  Mitigation of Conflicts

ArcStone Securities LLC mitigates the above conflicts through the following practices:

•       Full written disclosure of material conflicts in applicable offering documents, engagement letters, and this Disclosure;

•       Supervisory review of recommendations by designated supervisory personnel to confirm Reg BI compliance;

•       Compensation structures that do not directly incentivise recommending higher-cost products over comparable lower-cost alternatives;

•       Information barriers and policies governing personal securities trading; and

•       Regular Reg BI compliance training for all registered representatives.

12. Requirements to Engage ArcStone Securities LLC

To engage ArcStone Securities LLC in connection with a capital markets mandate or securities transaction, prospective clients are generally required to:

•       Execute an engagement letter or advisory agreement setting out the scope of services, fees, and material terms;

•       Provide identification and entity documentation sufficient to satisfy Know Your Customer (KYC) and anti-money laundering (AML) obligations, including FinCEN requirements and FINRA Rule 3310;

•       Complete an investor questionnaire or suitability profile (for retail customers) confirming investment objectives, risk tolerance, financial situation, and investment experience; and

•       For private placements, execute accredited investor or qualified purchaser certifications confirming eligibility under applicable securities laws.

ArcStone Securities LLC reserves the right to decline any engagement or recommendation where it determines that the proposed transaction is not in a client's best interest, or where sufficient information is not available to make that assessment.

13. Limitations on Securities and Investment Strategies

ArcStone Securities LLC's recommendations arise exclusively in the context of the capital markets services described in Section 6. ArcStone Securities LLC does not recommend mutual funds, ETFs, or registered investment company products for retail portfolio management; fixed income or debt securities outside of capital markets mandates; insurance or annuity products; commodities, futures, options, or derivatives; or discretionary investment management services.

Clients seeking retail wealth management, financial planning, insurance products, or general investment recommendations should engage ArcStone Kingswood through Kingswood US. See Section 3 for contact and disclosure information.

14. Regulation Best Interest -- Component Obligations

Reg BI requires ArcStone Securities LLC to satisfy four component obligations when making a recommendation to a retail customer:

14.1  Disclosure Obligation

Before or at the time of a recommendation, ArcStone Securities must disclose in writing all material facts relating to the scope and terms of its relationship with you, including material conflicts of interest. This Disclosure, together with the Form CRS of ArcStone Securities LLC and transaction-specific offering documents, satisfies this obligation for services provided by ArcStone Securities LLC.

14.2  Care Obligation

ArcStone Securities must exercise reasonable diligence, care, and skill in making a recommendation -- understanding the potential risks, rewards, and costs; having a reasonable basis to believe the recommendation is in your best interest; and not placing its financial interests ahead of yours.

14.3  Conflict of Interest Obligation

ArcStone Securities must establish, maintain, and enforce policies and procedures to identify, disclose, and mitigate or eliminate material conflicts of interest. The conflicts disclosed in Section 11 are managed pursuant to ArcStone Securities' written supervisory procedures and compliance program.

14.4  Compliance Obligation

ArcStone Securities must establish, maintain, and enforce written policies and procedures reasonably designed to achieve Reg BI compliance. Our Chief Compliance Officer oversees the Reg BI compliance program. Questions may be directed to compliance@arcstoneglobalsecurities.com.

15. Additional Information and Contact

For additional information about ArcStone Securities LLC, including services, fees, and disciplinary history:

•       FINRA BrokerCheck (ArcStone Securities LLC): brokercheck.finra.org -- CRD #306029

•       FINRA BrokerCheck (Kingswood US / ArcStone Kingswood): brokercheck.finra.org -- search Kingswood US

•       SEC EDGAR: www.sec.gov/cgi-bin/browse-edgar

•       SIPC: www.sipc.org

•       ArcStone Website: www.arcstoneglobalsecurities.com

To contact ArcStone Securities LLC directly:

ArcStone Securities LLC

Member FINRA / SIPC  |  CRD #306029

A subsidiary of ArcStone Securities and Investments Corp.

Website: www.arcstoneglobalsecurities.com

Compliance: compliance@arcstoneglobalsecurities.com

This Disclosure will be reviewed and updated at least annually, and more frequently as warranted by changes in ArcStone Securities LLC's business, services, fees, group structure, or applicable regulatory requirements. The most current version is available at www.arcstoneglobalsecurities.com. Clients will be notified of any material changes.

(c) 2026 ArcStone Securities LLC. All rights reserved. Member FINRA/SIPC. This Disclosure is provided by ArcStone Securities LLC only. ArcStone Securities and Investments Corp. is a non-registered holding company. ArcStone Kingswood is a division of Kingswood US. Securities offered through ArcStone Securities LLC or Kingswood US only in jurisdictions where properly registered.