BlackBarn Capital Partners LP

BlackBarn Capital Partners LP (hereinafter “BlackBarn”, “we”, “us”, “our” or the “Firm”) is organized as a Delaware limited partnership with a principal place of business in New York, New York. The Firm was formed in June of 2021. Jonathan Carter, Chief Investment Officer, is the principal owner. We serve as the investment adviser, with discretionary trading authority, to private, pooled investment vehicles, the interests of which are offered through a private placement memorandum to accredited investors, as defined under the Securities Act of 1933, as amended, and qualified purchasers, as defined under the Investment Company Act of 1940, as amended. We do not tailor our advisory services to the individual needs of any particular investor. BlackBarn provides investment advisory services to three pooled investment vehicles organized in a master-feeder structure:

BlackBarn Capital Offshore Fund, Ltd., a Cayman Islands exempted company (the “Offshore Fund”); BlackBarn Capital, LP, a Delaware limited partnership (the “Onshore Fund”); and BlackBarn Capital Master Fund, LP, a Cayman Islands exempted limited partnership (the “Master Fund”).

The Master Fund, the Onshore Fund and the Offshore Fund are herein each referred to as a “Fund” or “Client”, and collectively referred to as the “Funds” or the “Clients”. BlackBarn Capital GP, LLC, an affiliate of BlackBarn, is the “General Partner” of the Funds. The Onshore Fund’s “Limited Partners” and the Offshore Fund’s “Shareholders” are hereafter collectively referred to as the “Investors” where appropriate. Our investment decisions and advice with respect to the Funds are subject to each Fund’s investment objectives and guidelines, as set forth in its respective “Offering Documents.” We do not currently participate in any Wrap Fee Programs. As of December 31, 2025, BlackBarn’s regulatory assets under management are $1,243,878,761.

The fees applicable to each of the Funds are set forth in detail in the corresponding Offering Documents. A brief summary of such fees is provided below. Management Fees BlackBarn is paid an investment management fee (“Management Fee”) per annum of the net asset value of the Funds.

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The Management Fee ranges from 1% to 1.5%. The Investment Manager, in its sole discretion, may waive or modify the Management Fee for any Investor. Other Types of Fees or Expenses BlackBarn Capital Partners LP is authorized to incur and pay in the name and on behalf of the Funds all expenses which they deem necessary or advisable. The Firm is responsible for and shall pay, or cause to be paid, all of their own ordinary administrative and overhead expenses, including, without limitation, all costs and expenses related to rent, furniture, fixtures, equipment, office supplies, clerical expenses and all salaries, bonuses and benefits paid to, or on behalf of, personnel of the Firm. The Funds bear all other expenses, which include, without limitation, the following expenses incurred by or allocable to the Funds: (a) organizational and offering expenses; (b) expenses associated with all investments and transactions considered, evaluated and/or consummated by the Funds, including, without limitation, those expenses incurred before the initial closing of the Funds, including, without limitation, expenses associated with sourcing, negotiating, investigating, researching, financing and structuring of investments and potential investments, whether or not consummated, including, without limitation, third‐party research, data, analytics, modeling, structuring, pricing, execution and other third‐party information systems, software and service fees (including, without limitation, the expenses with respect to data feeds, subscriptions, expert networks, political intelligence providers, and reports); (c) research‐related computer hardware and software expenses, including, without limitation, Bloomberg terminals; (d) the Funds’ pro rata share of the Firm’s order management system, portfolio management system and any other software used for accounting and/or monitoring of the portfolio; (e) expenses associated with holding, financing, monitoring, hedging, maintaining and disposing of all investments of the Funds and all transaction and other costs associated therewith; (f) travel and related expenses associated with investments and potential investments; (g) professional fees associated with investments and potential investments, including, without limitation, consulting, due diligence, accounting, valuation, financial, legal, and other advisory fees and expenses; (h) transaction fees, brokerage commissions, custodial fees, clearing and settlement charges and similar fees and expenses associated with the acquisition, disposition and settling of investments and potential investments; (i) expenses associated with legal and regulatory filings of the Funds (including, without limitation, pursuant to Section 13 and 16 of the Securities and Exchange Act of 1934, as amended (the “Exchange Act”)) and the Funds’ pro rata portion of the expenses associated with preparation of the Firm’s Form 13F, Form 13H and Form PF, and any other similar filing in any other U.S. or non‐U.S. jurisdiction; (j) administrative, custodial, appraisal, valuation, legal, regulatory, compliance, consulting, advisory and similar fees and expenses associated with the Funds’ operations, investments and transactions, including, without limitation, fees and expenses of the Funds’ administrator; (k) expenses incurred in connection with responding to requests or inquiries from any U.S. federal, state, local or non‐U.S. governmental entity or authority, regulatory body or self‐regulatory organization and all extraordinary expenses; (l) broken‐deal, failed transaction, break‐ up and similar fees, costs and expenses, if any; (m) costs and expenses of leverage or any other borrowings of the Funds, including, without limitation, interest charges and fees; (n) expenses incurred

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in the collection of monies owed to the Funds, as applicable; (o) auditing and accounting expenses of the Funds, including, without limitation, expenses associated with the preparation of financial statements, tax returns and Schedules K‐1 and the fees and expenses of the auditor; (p) any entity level taxes, fees or other governmental charges on the Funds, including, without limitation, any withholding taxes not due to the status or noncompliance of a particular Investor; (q) costs and expenses associated with investor communications and reports and the delivery thereof to investors; (r) the costs of service providers or software to measure or monitor risk metrics, to aggregate positions and/or to provide reporting with respect to risk metrics and/or positions; (s) costs and expenses associated with meetings of the Investors; (t) insurance expenses; including, without limitation, directors’ and officers’ liability insurance, general partner liability insurance, errors and omissions insurance and other policies, if any; (u) costs and expenses (including, without limitation, entity‐level taxes, fees or other governmental charges) associated with the formation, organization and operation of any subsidiary, special purpose vehicle, alternative investment vehicle, holding company, or similar entity formed with respect to investments, credit facilities or other transactions entered into for the benefit of the Funds; (v) wind‐up, liquidation, termination and dissolution expenses; (w) costs, fees and expenses related to registration, qualification and/or exemption under any applicable U.S. federal, state, local or non‐U.S. laws, rules or regulations, including, without limitation, blue sky fees, Form D, Form 8.3, CFTC filings and notices and other securities and/or investment‐related filing expenses; (x) costs related to any transfers of interests in the Funds, unless otherwise charged to or borne by the applicable transferor and/or transferee; (y) expenses incurred in connection with the preparation of any amendment to the Funds’ governing documents and/or Offering Documents; (z) expenses incurred in connection with pursuing, defending or participating in any litigation, arbitration, mediation or similar proceeding by the Funds; (aa) any extraordinary expenses (including, without limitation, all litigation‐related and indemnification and contribution expenses, including, without limitation, the amount of any judgment or settlement paid in connection therewith); (bb) the Management Fee; and (cc) all other fees, costs, charges and expenses associated with the business, affairs and/or operations of the Funds. In general, each Investor will bear its proportionate share of the Fund expenses on a pro rata basis with respect to the size of such Investor’s capital account(s) or with respect to the relative net asset value of the shares held by such Investor, as applicable. Notwithstanding the foregoing, the Fund General Partner and/or the Firm, as applicable, may specially allocate the expenses described herein in any other manner, including by allocating certain expenses to certain (but not all) Investors, if the Fund General Partner and/or the Firm, as applicable, reasonably determines, in its discretion, that it is more equitable to do so. To the extent that expenses to be borne by the Funds are paid by the Firm or its affiliates, the Funds will reimburse the Firm or its affiliates for such expenses. We may waive any such reimbursement with respect to any Fund expenses. Any waiver by us for reimbursement of any Fund expenses shall not serve as a waiver of reimbursement for any future Fund expenses to be paid by us or our affiliates. Neither the Firm nor its employees accept compensation, including sales charges or service fees, from any person for the sale of securities or other investment products.

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The descriptions set forth in this Brochure of specific advisory services that we offer to Clients, and investment strategies pursued and investments made by us on behalf of our Clients, should not be understood to limit in any way our investment activities. We may offer any advisory services, engage in any investment strategy and make any investment, including any not described in this Brochure, that we consider appropriate, subject to each Client’s investment objectives and guidelines as set forth in the Offering Documents. The investment strategies we pursue are speculative and entail substantial risks. Clients should be prepared to bear a substantial loss of capital. There can be no assurance that the investment objectives of any Client will be achieved. Investment Objective The investment objective of the Onshore Fund and Offshore Fund, through investments in the Master Fund, is to seek to earn risk adjusted returns while emphasizing preservation of capital. To achieve this objective the Investment Manager expects to employ hedged and directional investment strategies to make investments primarily in North America and Europe. While there are no restrictions on the assets and instruments in which the Master Fund may invest, the Master Fund’s investments are expected to primarily be public debt and equity securities, bank debt and trade claims. The Master Fund will generally invest: (i) no more than fifteen percent (15%) of the net asset value of the Master Fund in any single issuer, measured at cost and immediately after such investment; and (ii) no more than twenty five percent (25%) of the net asset value of the Master Fund in any industry. The investment strategies described herein are those that the Investment Manager expects to employ on behalf of the Master Fund. However, except as expressly set forth herein, there are no limitations on the investment strategies that the Master Fund may employ in order to

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opportunistically respond to, or to take advantage of, changing market conditions and new investment opportunities. Further, the Investment Manager may invest opportunistically in securities or transactions that vary from the core strategy of the Master Fund. There can be no assurance that the Fund’s investment objective will be achieved, and investment results may vary substantially on a monthly, quarterly and annual basis. Risk Management The Fund’s investment program is speculative and entails substantial risks. There can be no assurance that the investment objectives of the Funds will be achieved or that the Funds will be profitable, and results may vary substantially over time. The Investment Manager will focus on managing risk through the quality of its investment process and monitoring of investments. The Investment Manager may not broadly diversify the portfolio and, in such event, the Funds will bear greater risk with respect to each investment than would be the case with respect to a diversified portfolio. There can be no assurance that the investment objectives of the Funds will be achieved. In fact, many of the investment techniques utilized by the Funds may, in certain circumstances, exacerbate the adverse impact of particular transactions or conditions on the investment program of the Funds. Risk of Loss Factors The following risk factors do not purport to be a complete list or explanation of the risks involved in an investment in the clients advised by us. These risk factors include only those risks we believe to be material, significant or unusual and relate to particular significant investment strategies or methods of analysis employed by us. An investment involves significant risks, and is suitable only for those persons who can bear the economic risk of the loss of their entire investment, who have limited need for liquidity in their investment, and who have met the conditions set forth in the Offering Documents. An investment in the Funds will involve substantial risks due in part to the highly speculative nature of investing in securities. Other risks include the Fund’s reliance upon the Investment Manager’s judgment in selecting investments and the limitations on withdrawal from the Funds. There can be no assurances that we will achieve our investment objectives. An investment carries with it the inherent risks associated with investments in publicly‐traded stocks and bonds, options, and related instruments, including, without limitation, the risks described below. Each prospective investor should carefully review the Offering Documents and the documents referred to herein before deciding to invest with BlackBarn Capital Partners LP. Industry Risks The pace of bank onboarding, the emergence of new competitors, customer concentration, and industry factors such as bank mergers or failures, may create additional risks for the Funds.

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Strategic Investor The Firm and its affiliates have entered into an investor rights agreement with a strategic investor (“Strategic Investor”) pursuant to which the Strategic Investor has been granted certain rights. As a result of the Strategic Investor’s investment in certain Clients, the Firm may, but does not intend to, execute its investment strategy in a manner different than otherwise would be the case, which may affect the performance results of the Client portfolios. Further, as noted above, the Strategic Investor is entitled to additional notice and reporting rights than the other Client investors and has certain consent rights with respect to actions that may be taken by the Clients or the Firm and its affiliates. In addition, the Strategic Investor will have certain other special rights, including the right to receive a portion of the fees payable to the Firm by the Master Fund or incentive allocation made by the Master Fund to the General Partner. Use of Alternative Data The Firm purchases and uses in its investment process alternative data, consisting of data sets culled from a variety of sources (including, among others, credit card panels, satellite imagery, geolocation and mobility data, app usage, social media sentiment, internet usage, transaction and payment records, and government and other public records databases), including through its incorporation in the Firm’s research of target companies. The purchase, onboarding, analysis and interpretation of alternative data involves a high degree of uncertainty, and no assurance can be given that the use of alternative data by the Firm will prove beneficial to the Clients. The use of alternative data involves an inherent risk that the Firm may rely on data outputs that reflect faulty system logic or that are based on inaccurate or incomplete data inputs. Moreover, the use of alternative data for investment purposes has been subject to increased scrutiny from regulators, and its use or misuse under current or future laws and regulations, whether related to securities or privacy laws and regulations or otherwise, could create liability for the Firm and for the Clients in various jurisdictions. The Firm cannot predict what, if any, regulatory or other actions may be asserted with regard to alternative data, but any regulatory investigations or formal actions could cause reputational, financial, or other harm to the Firm and/or to the Clients. In addition, the use of alternative data may entail significant expense, which is expected to be borne, in whole or in part, by the Clients.

Our clients are the Funds, as described in Item 4 above, and the Funds are generally open to, among others, institutions, pension plans, endowments, high net‐worth individuals, financially sophisticated individuals, and other sophisticated investors.

We and our affiliates are entitled to a performance‐based compensation. As a result, we and our affiliates do not face certain conflicts of interest that may arise when an investment adviser accepts performance‐based fees from some clients, but not from other clients. Performance‐based allocation arrangements may create an incentive for us to recommend investments which may be riskier or more speculative than those which we would recommend under a different arrangement.

Neither we nor our management persons are registered as broker‐dealers, and neither of us has any application pending to register with the SEC as a broker‐dealer or registered representative of a broker‐dealer, respectively.

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Code of Ethics BlackBarn Capital Partners LP has adopted a “Code of Ethics” that establishes the high standard of conduct that we expect of our employees and procedures regarding our employees’ personal trading of securities. Our employees are required to certify their adherence to the terms set forth in the Code of Ethics upon commencement of employment and annually thereafter. Employees also are required to provide quarterly certifications of compliance with certain Code of Ethics provisions. The foundation of our Code of Ethics is based upon the following underlying fiduciary principles:

Employees must at all times place the interests of the Funds and Investors first; Employees must ensure that all personal securities transactions are conducted consistent with the Code of Ethics’ Employee Personal Investment Policy (described below); and Employees should not take inappropriate advantage of their position at the Firm.

Employees are not permitted to maintain personal brokerage accounts for the purpose of trading “Reportable Securities” (as defined in the Code of Ethics, and which includes a wide variety of investments such as stocks, bonds, fixed income, options, warrants, futures, and derivatives) except for the purpose of holding or liquidating any such holdings after the commencement of employment. Employees are permitted to liquidate positions held at the time of employment in Reportable Securities (a “Liquidating Trade”) subject to pre‐clearance by the CCO. Employees are prohibited from participating in Initial Public Offerings (“IPOs”). Employees are also prohibited from personally, or on behalf of a Client, purchasing or selling securities that appear on the Firm’s Restricted List. Employees must obtain pre‐approval from the CCO before: (i) engaging in any outside business activities; or (ii) making any private investments. We will provide a copy of our Code of Ethics to our Investors, or any prospective investor, upon request, to be viewed on the premises.

Best Execution In selecting an appropriate broker‐dealer to effect a client trade, we seek to obtain “Best Execution,” meaning generally the execution of a securities transaction for a client in such a manner that a client’s total costs or proceeds in the transaction are most favorable under the circumstances. Accordingly, in seeking Best Execution, we will take into consideration the price of a security offered by the broker‐ dealer, as well as a broker‐dealers’ full range and quality of their services including, among other things, their facilities, reliability and financial responsibility, execution capability, commission rates, responsiveness to us, brokerage and research services provided to us (for example, research ideas, analysis, and investment strategies), special execution and block positioning capabilities, clearance, and settlement and custodial services.

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BlackBarn currently executes certain trades through a broker‐dealer, Seaport Global Holdings LLC (“Seaport”), and our primary contact at Seaport has a familial relationship with BlackBarn’s head of trading. As is the case with all of the broker‐dealers used by BlackBarn to execute trades on our Clients’ behalf, Seaport is subject to the best execution considerations described above and BlackBarn’s policies and procedures regarding best execution, including periodic review by BlackBarn’s Operations Committee. Soft Dollars The Firm may use “Soft Dollars”. In such cases, Soft Dollar credits, generated by the Fund’s trading activities, would be used to purchase brokerage and research services or products that would otherwise have been Fund expense. We intend to keep any such arrangements within the parameters of the safe harbor of Section 28(e) of the Exchange Act. Neither BlackBarn nor any related person receives client referrals from any broker‐dealer or third party. However, subject to best execution, we may consider, among other things, capital introduction and marketing assistance with respect to Investors in the Funds in selecting or recommending broker‐ dealers for the Funds. The provision by a broker of research and other services and property to us creates an incentive for us to select such broker since we would not have to pay for such research and other services and property as opposed to solely seeking the most favorable execution for a client. Any research, services or property provided by a broker may benefit any client and such benefits may not be proportionate to commission dollars related to the provision of such research, services or property.

We do not receive economic benefits from non‐clients for providing investment advice and other advisory services. Neither we nor any of our related persons, directly or indirectly, compensate any person who is not a supervised person for client referrals.

To the best of our knowledge, there are no legal or disciplinary events that are material to an Investor's or prospective investor's evaluation of our advisory business or the integrity of our management.

Our Portfolio Manager and investment professionals continuously monitor and analyze the transactions, positions, and investment levels of the Fund to ensure that they conform with the investment objectives and guidelines that are stated in the Fund’s Offering Documents. In these reviews, the Firm pays particular attention to any changes in the investment’s fundamentals, overall risk management and changes in the markets that may affect price levels. Account Reporting We perform various periodic reviews of each client’s portfolio. Such reviews are conducted by our officers. We will distribute an audited financial report with respect to the previous fiscal year to all Investors within 120 days of fiscal year end. We may also distribute quarterly unaudited net asset value statements, quarter‐end performance reports, and a quarterly investor letter to all Investors.

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We are deemed to have custody of Client funds and securities because we have the authority to obtain Client funds or securities, for example, by deducting advisory fees from a Client's account or otherwise withdrawing funds from a Client's account. Account statements related to the Clients are sent by qualified custodians to BlackBarn. We comply with Rule 206(4)‐2 of the Investment Advisers Act of 1940, as amended (the “Advisers Act”) (i.e., the ”custody rule”) by meeting the conditions of the pooled vehicle annual audit approach. Upon completion of the relevant Fund’s annual audit by an independent auditor that is registered with, and subject to inspection by, the Public Company Accounting Oversight Board (PCAOB), we distribute the Fund’s audited financials to Investors within 120 days of such Fund’s fiscal year end.

We have full discretionary investment authority with respect to the Funds, including authority to make decisions with respect to which securities to be bought and sold, as well as the amount and price of those securities.

In compliance with Rule 206(4)‐6 of the Advisers Act (i.e., the “proxy voting rule”), we have adopted proxy voting policies and procedures. The general policy is to vote all proxy proposals, amendments, consents or resolutions (collectively, “Proxies”) in a prudent and diligent manner that serves the applicable Client’s best interests and is in line with the Client’s investment objectives. We may take into account all relevant factors, as determined by us in our discretion, including, without limitation:

the impact on the value of the securities or instruments owned by the relevant client and the returns on those securities; the anticipated associated costs and benefits; the continued or increased availability of portfolio information; and industry and business practices.

Generally, clients may not direct our vote in a particular solicitation. Clients may obtain a copy of our Proxy voting policies and our Proxy voting record upon request.

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We are not required to include a balance sheet for our most recent fiscal year, are not aware of any financial condition reasonably likely to impair our ability to meet contractual commitments to Clients and have not been the subject of a bankruptcy petition at any time during the past ten years.

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