Praetorian PR LLC

Praetorian PR LLC, a Puerto Rico limited liability company formed on July 21, 2021 with a principal place of business in Rincon, Puerto Rico (“PPR”, or the “Investment Manager”), is a registered investment adviser with the SEC. PPR serves as the investment adviser of the Funds (as defined below) with discretionary trading authority. PPR’s investment decisions and advice with respect to the Funds are subject to the Funds’ investment objectives and guidelines, as set forth in their respective private placement memorandum or information memorandum, as applicable (“Offering Documents”). Praetorian Capital Management LLC, a Delaware limited liability company (“PCM” or the “Manager”), serves as the manager of the Master Fund (as defined in this Item 4) and the fund manager of the Feeder Fund (as defined in this Item 4). As the manager of the Master Fund, PCM has management authority over the Master Fund. Additionally, the directors of the Feeder Fund have management authority over the Feeder Fund. The Manager is involved in the day-to-day operations of the Funds and, in conjunction with Funds’ administrator, provides certain administrative, accounting, compliance, and investment research services to the Funds and to PPR, in exchange for, from PPR, a portion of the management fee that is payable by the Master Fund and, indirectly, the Feeder Fund to PPR. Praetorian Founder LLC, a Delaware limited liability company and an affiliate of PPR and PCM, is a special member of the Master Fund, and is entitled to an incentive allocation as detailed in Item 6 herein. PPR, PCM and Praetorian Founder LLC are under common control, with Mr. Harris B. Kupperman holding all of the voting interests therein. PPR provides discretionary investment management services to the following private, pooled investment vehicles:  

Praetorian Capital Fund LLC, a Delaware limited liability company (the “Master Fund”) Praetorian Capital Offshore Ltd., a Cayman Islands exempted company (the “Feeder Fund”)

The Master Fund and the Feeder Fund are herein collectively referred to as the “Funds” or the “Clients”. The Feeder Fund invests all of its investable assets into the Master Fund and therefore has the same investment objective and portfolio and trading risks as the Master Fund (see “Risk of Loss Factors” in Item 8 herein). The Master Fund’s members (“Members”) and the Feeder Fund’s shareholders (“Shareholders”) are hereafter collectively referred to as the “Investors,” as appropriate. As of February 28, 2026, the Investment Manager has regulatory assets under management of approximately $471.3 million, all of which are managed on a discretionary basis.

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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. Compensation of PPR: Management Fees The Master Fund pays the Investment Manager (or any other person or entity designated by the Investment Manager) a monthly management fee in advance in an amount equal to approximately 0.1042% (1.25% per annum) of the net asset value of the capital account of each Member, including, in the case of the Feeder Fund, the capital account balances of its shareholders (the “Management Fee”). The Management Fee is prorated for partial periods and the Investment Manager, in its sole discretion, may waive or modify the Management Fee for any Investor. Other Types of Fees or Expenses The Investment Manager and the Manager are both authorized to incur and pay on behalf of the Funds all expenses which they deem necessary that are allowed to be borne by the Funds within the terms of the Offering Documents. The Investment Manager and the Manager will be reimbursed for such operating expenses incurred on behalf of the Funds. However, the Investment Manager or the Manager may waive any such reimbursement with respect to any such expenses. The Investment Manager and Manager are responsible for all of their own ordinary administrative, compliance, and overhead expenses, including, without limitation, all costs and expenses related to rent, furniture, fixtures, computer and other equipment, office supplies, clerical expenses, as well as salaries, bonuses and benefits paid to, or on behalf of, personnel of the Investment Manager, the Manager, or their affiliates. The Investment Manager and the Manager are also responsible for expenses related to communication, research, business travel, entertainment, conferences, analysis software and other data service providers, certain insurance premiums and other services and expenses as further described in the Offering Documents. The Funds are responsible for all of the ordinary and necessary expenses of their operations including, without limitation, (i) brokerage commissions, clearing and settlement charges, custodial fees, bank service fees, interest expenses and other investment-related expenses and charges for transactions in securities and other instruments; (ii) the costs of any agents of the Funds, legal and auditing expenses, accounting, fund administration, investment related consultants and other service provider expenses, custody fees and expenses, expenses incurred with respect to the preparation of annual reports, tax returns, and other financial information; (iii) the costs of any outside financial advisers and consultants engaged by the Investment Manager or the Manager in connection with general industry or company analysis, due diligence and activism costs relating to portfolio companies and the cost of industry or company-specific research papers (as distinguished from advice regarding the investment of monies of the Funds and other activities in connection with the purposes of the Funds); (iv) government fees, registration fees, regulatory filing expenses, and compliance expenses, including, without limitation, expenses related to the NFA, CFTC and the SEC, and blue sky filing fees; (v) all ongoing customary costs and expenses associated with the Funds’ administration and operation, which may include, but shall not be limited to, news, quotation, insurance premiums of the Funds (if any); (vi) cyber-related expenses, including cyber-security

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assessments of the Manager, Investment Manager, and key vendors, penetration testing, and other similar cyber-security costs; and (vi) extraordinary expenses, including, without limitation, expenses incurred in connection with any litigation involving the Funds, indemnification and contribution expenses. In general, each Member of the Master Fund, including the Feeder Fund, bears their proportionate share of the Master Fund expenses. Notwithstanding the foregoing, the Manager or the Investment Manager, 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 Manager or the Investment Manager, as applicable, reasonably determines, in its discretion, that it is more equitable to do so. Neither the Investment Manager, the Manager, nor their employees accept compensation, including sales charges or service fees, from any person for the sale of securities or other investment products.

PPR may offer any advisory services, engage in any investment strategy and make any investment that it considers appropriate, subject to each Client’s investment objectives and guidelines as set forth in each Client’s Offering Documents. The investment strategies PPR pursues are speculative and entail substantial risks. Investing in securities involves risk of loss that Clients and the Investors should be prepared to bear. There can be no assurance that the investment objectives of any Client will be achieved. Methods of Analysis and Investment Strategies The Investment Manager uses a variety of securities and other instruments to attempt to achieve the Funds’ investment objectives. These instruments may be used for hedging or speculative purposes, and include, but will not be limited to, publicly-traded equities and equity equivalents, including, without limitation, capital (common and preferred) stock purchased in the open market, warrants, convertible securities and obligations, exchangetraded funds, private investments in public equity (PIPEs), late-stage private companies, call and put options on securities, money market instruments, mutual funds which invest in such securities, commodities, including but not limited to physical commodities, interest rate, foreign exchange, futures contracts on commodities and options and derivatives the value of which may vary based upon the price of underlying commodities’ prices. The investment selection strategy will be based upon fundamental research and such other techniques as detailed in the Offering Documents. Risk Management Investment in the Funds is speculative and involves a high degree of risk. There is no assurance that the Funds will be profitable. The success of the Funds will depend largely upon the abilities of the management of PPR to discern investment opportunities and the attendant risks related to the strategy of the Funds. There is no assurance that the strategies employed by the Investment Manager will achieve attractive returns or be successful. The risks of an investment in the Funds include, but are not limited to, the speculative nature of the Funds’ strategies and the charges that the Funds will incur regardless of whether any profits are earned. See “Risk of Loss Factors” in this Item 8. Risk of Loss Factors An investment in the Funds 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 and the subscription documents. There can be no assurances that the Funds will achieve their investment objectives. An investment in the Funds carries with it the inherent risks associated with investments in publicly-traded stocks and bonds, options, derivatives, futures and related instruments, including, without limitation, the risks described below. Each prospective Investor should carefully review the Offering Documents and other documents referred to herein before deciding to invest in the Funds.

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Equity Securities. The Investment Manager may cause the Master Fund to hold long and short positions in common and preferred stocks of U.S. and non-U.S. issuers. Equity securities fluctuate in value, often based on factors unrelated to the fundamental economic condition of the issuer of the securities, including general economic and market conditions, and these fluctuations can be pronounced. The Master Fund may purchase securities in all available securities trading markets and may invest in equity securities without restriction as to market capitalization, such as those issued by smaller capitalization companies, including micro-cap companies. Risks of Commodities. Because of the Master Fund’s exposure to commodities, the Funds are subject to a number of specialized risks, including liquidity and credit risks. Also, commodity prices are driven by a wide range of forces, such as weather and geopolitical events, creating substantial supply-demand uncertainties in the marketplace. This can cause individual commodity prices to move sharply higher or lower, exposing the Funds to volatility. Since commodity market returns may not be correlated with the returns of equity and debt markets over the long term, an investment in the Funds may provide useful diversification in an investor’s overall portfolio. However, the Funds are not a complete investment program and should not be an investor’s sole investment because the Funds’ performance is linked to the performance of highly volatile commodities. Investors in the Funds should be willing to assume the greater risks of potentially significant short-term share price fluctuations because of the Funds’ investments in commodity-linked equities and currencies. Risks of Derivatives. The Investment Manager may trade derivatives within the Master Fund, including, without limitation, put and call options, as further described herein. The risks posed by derivatives include (1) credit risks (the exposure to the possibility of loss resulting from a counterparty’s failure to meet its financial obligations); (2) market risks (adverse movements in the price of the underlying financial asset or commodity); (3) legal risks (an action by a court or by a regulatory or legislative body that could invalidate a financial contract); (4) operations risks (inadequate controls, deficient procedures, human error, system failure or fraud); (5) documentation risks (exposure to losses resulting from inadequate documentation); (6) liquidity risks (exposure to losses created by the inability to prematurely terminate a derivative); (7) system risks (the risk that financial difficulties in one institution or a major market disruption will cause uncontrollable financial harm to the financial system); (8) concentration risks (exposure to losses from concentration of closely-related risks such as exposure to a particular industry or exposure linked to a particular entity); and (9) settlement risks (the risk that the Master Fund faces when it has performed its obligations under a contract but has not yet received value from its counterparty). Options. The Investment Manager may engage from time to time in various types of options transactions. An option gives the purchaser the right, but not the obligation, upon exercise of the option, either (i) to buy or sell a specific amount of the underlying security at a specific price (the “strike” price or “exercise” price), or (ii) in the case of a stock index option, to receive a specified cash settlement. To purchase an option, the purchaser must pay a “premium,” which consists of a single, nonrefundable payment. Unless the price of the securities underlying the option changes and it becomes profitable to exercise or offset the option before it expires, the Master Fund may lose the entire amount of the premium. The purchaser of an option runs the risk of losing the entire investment. Thus, the Master Fund may incur significant losses in a relatively short period of time. The ability to trade in or exercise options also may be restricted in the event that trading in the underlying securities interest becomes restricted. Options trading may also be illiquid in the event that Master Fund’s assets are invested in contracts with extended expirations. The Master Fund may also write put and call

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options on specific securities, on stock indexes or on other financial instruments and commodities and, to close out its positions in options, may make a closing purchase transaction. In theory, the exposure to loss is potentially unlimited in the case of an uncovered call writer (i.e. a call writer who does not have and maintain during the term of the call an equivalent long position in the stock or other security underlying the call), but in practice the loss is limited by the term of existence of the call. The risk for a writer of an uncovered put option (i.e., a put option written by a writer that does not have and maintain an offsetting short position in the underlying stock or other security) is that the price of the underlying security may fall below the exercise price. Hedging Transactions. The Investment Manager may utilize a variety of financial instruments such as derivatives and options, both for investment purposes and for risk management purposes. Hedging also involves special risks including the possible default by the other party to the transaction, illiquidity and, to the extent the Investment Manager’s assessment of certain market movements is incorrect, the risk that the use of hedging could result in losses greater than if hedging had not been used. The Master Fund may be subject to the risk of the failure or default of any counterparty to the Master Fund’s transactions. If there is a failure or default by the counterparty to such a transaction, the Master Fund will have contractual remedies pursuant to the agreements related to the transaction (which may or may not be meaningful depending on the financial position of the defaulting counterparty). The Master Fund may seek to minimize counterparty risk through the selection of financial institutions and types of transactions employed. However, the Master Fund’s operational mechanisms may involve counterparty and other risk elements that may create unforeseen exposures. See also “Options” in the preceding paragraph in this Item 8. Futures. The Investment Manager may determine to implement futures trading for investment and/or for hedging purposes, including anticipatory hedging of planned purchases of underlying securities. Futures are standardized exchange-traded contracts which obligate a purchaser to take delivery and a seller to make delivery of a specific amount of an asset at a specified future date at a specified price. No price is paid upon initiation of a futures contract. Rather, the Master Fund is required to deposit margin equal to a percentage of the contract value. The Master Fund will then receive or pay maintenance margin based on the gains or losses experienced on an on-going basis. Futures therefore involve substantial leverage. As a result, the Master Fund can suffer losses that significantly exceed the amount deposited with any of its brokers. Futures positions may be illiquid because, for example, most U.S. commodity exchanges limit fluctuations in certain futures contract prices during a single day by regulations referred to as a “daily price fluctuation limits” or “daily limits”. Once the price of a contract for a particular future has increased or decreased by an amount equal to the daily limit, positions in the futures can neither be taken nor liquidated unless traders are willing to effect trades at or within the limit. Futures contract prices in various commodities occasionally have moved the daily limit for several days with little or no trading. Similar occurrences could prevent the Master Fund from promptly liquidating unfavorable positions and subject the Master Fund to substantial losses. In addition, the Master Fund may not be able to execute futures contract trades at favorable prices if trading volume is low. It is also possible that an exchange or the CFTC may suspend trading in a particular contract, order immediate liquidation and settlement of a particular contract or order trading in a particular contract be conducted for liquidation only.

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Read the rest in the brochure

PPR’s clients are only 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. Such investors are required to meet applicable eligibility requirements as provided in the Offering Documents. The minimum initial and additional investment in the Master Fund are U.S. $5,000,000 and $25,000, respectively, subject to the sole discretion of the Manager to accept smaller amounts as initial or additional investments. The minimum initial and subsequent investment in the Feeder Fund by each investor are U.S. $1,000,000 and U.S. $25,000, respectively, subject in each instance to the sole discretion of the board of directors to accept lesser amounts or establish different minimum subscriptions in the future, provided that the board will not reduce the minimum initial subscription to below U.S. $100,000, or such other amount as specified from time to time under Cayman Islands law.

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Generally, Praetorian Founder LLC (“PF”) is entitled to a performance-based allocation from the Master Fund at the close of each fiscal year equal to 20% of the net profits earned on each Member’s capital account (including, in the case of the Feeder Fund, the capital accounts of its individual shareholders) after giving effect to management fees and including realized and unrealized net gain. The incentive allocation is subject to a loss carryforward provision (commonly known as “high water mark”). This means that the loss (if any) in any fiscal year will be recorded and carried forward to future fiscal year(s). Until the loss carryforward amount has been recovered, PF will not receive the incentive allocation. Investors should refer to the Offering Documents for the detailed description of the performance-based fees. Performance-based allocation arrangements may create an incentive for the Investment Manager, an affiliate of PF, to recommend investments which may be riskier or more speculative than those which we would recommend under a different arrangement. In order to address potential conflicts of interest, the Investment Manager has established policies and procedures, including, among others, a Code of Ethics, as further described herein in Item 11.

The Investment Manager is exempt from registration with the CFTC as a commodity trading advisor pursuant to CFTC Rule 4.14(a)(4). The Investment Manager, with respect to the Funds, relies on the exemption from certain reporting and record-keeping requirements for CFTC registered CPOs provided under CFTC Regulation Section 4.7. The Investment Manager is currently a member of the NFA and is registered with the CFTC as a CPO. None of PPR, PCM, or their management persons are registered as broker-dealers, and none of them have any application pending to register with the SEC as a broker-dealer or registered representative of a broker-dealer.

Code of Ethics PPR has adopted a “Code of Ethics” that establishes the standard of conduct that we expect of our employees and procedures regarding our employees’ personal trading of securities. PCM’s employees are also subject to the Code of Ethics and therefore references in this Item 11 to “our employees” include both PPR and PCM’s employees. 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 Clients 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 positions at the Investment Manager.

The personal trading policy and procedures place restrictions on personal trading of reportable securities by all employees, including that they disclose to CCO on a periodic basis all security accounts and reportable security holdings and transactions, in which an employee has a direct or indirect beneficial ownership. The Code of Ethics requires prior approval from the CCO and chief investment officer (“CIO”) of PPR before any transactions in “covered securities” (as defined in the Code of Ethics) in any personal account of an employee; except for certain exempt transactions, such as non-volitional transactions and purchases of shares in mutual funds or money market funds or broad-based ETFs.

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The Code of Ethics has specific provisions relating to identifying potential conflicts of interest. The provisions prohibit employees from directing Client transactions for the purpose of obtaining a personal benefit. They also generally prohibit personal business dealings with Clients or investors without the prior approval of the CCO. All violations of the Code of Ethics must be promptly reported to the CCO who is primarily responsible for administering and enforcing the Code of Ethics. Employees must obtain pre-approval from the CCO before: (i) engaging in any outside business activities; or (ii) making any investments in private companies or in IPOs. The Investment Manager will provide a copy of the Code of Ethics to any Client or prospective Client, or any investor or prospective investor, upon request, to be viewed on the premises.

The Investment Manager is authorized to determine the broker-dealers to be used for executing securities transaction for the Master Fund. In selecting broker-dealers to execute transactions, PPR does not need to solicit competitive bids and does not have an obligation to seek the lowest available commission cost. PPR is not restricted to negotiating “execution only” commission rates; therefore, while not currently anticipated, the Master Fund may be deemed to be paying for research, brokerage or other services (i.e., “soft dollar items”) provided by the broker which are included in the commission rate. In selecting brokers and negotiating commission rates, PPR will consider those factors set forth under “Best Execution” in this Item 12. PPR also has the authority to select and appoint custodians of the assets of the Funds. PPR’s authority is limited by its own internal policies and procedures and the Funds’ investment guidelines as outlined in the Offering Documents. Best Execution In selecting an appropriate broker-dealer to effect a trade on behalf of the Master Fund, PPR will seek to obtain best execution (“Best Execution,”) meaning, generally, the execution of a securities transaction for the Master Fund in such a manner that a Master Fund’s total costs or proceeds in the transaction are most favorable under the circumstances. Accordingly, in seeking Best Execution, PPR 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, brokerage and research services provided to PPR (for example, research ideas, analysis, and investment strategies), special execution and block positioning capabilities, clearance, and settlement and custodial services. Soft Dollars The Investment Manager does not intend to use client commissions for “soft dollar” benefits, but will be authorized to do so provided such “soft dollar items” fall within the parameters of the “safe harbor” established by Section 28(e) of the U.S. Securities Exchange Act of 1934, as amended.

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The Investment Manager and the Manager do not receive economic benefits from non-clients for providing investment advice and other advisory services. The Investment Manager engages unaffiliated third parties to introduce certain non-U.S. investors to the Feeder Fund. In connection with such arrangements, the Investment Manager shares a portion of the management fees it receives that are attributable solely to investors introduced by such third parties, for so long as those investors remain investors in the Feeder Fund. These payments do not result in any additional fees or expenses being charged to investors.

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

The Investment Manager and Mr. Kupperman, its principal, continuously monitor and analyze the transactions, positions, and investment levels of the Master Fund to ensure that they conform with the investment objectives and guidelines that are stated in the Funds’ Offering Documents. In these reviews, the Investment Manager 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 Investors will receive audited financial reports of the Funds with respect to the previous fiscal year within 90 days of a fiscal year-end. Investors will also receive monthly unaudited capital statements from the Funds' administrator, as well as a quarterly investor letter from the CIO. All account reporting will be distributed electronically via email and/or Praetorian's website.

The Investment Manager and the Manager are deemed to have custody of Clients’ funds and securities because they have the authority to obtain Clients’ funds or securities, for example, by deducting advisory fees from a Client’s accounts or otherwise withdrawing funds from a Client’s accounts. The Investment Manager complies 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 Funds’ annual audits by an independent auditor that is registered with, and subject to inspection by, the Public Company Accounting Oversight Board (PCAOB), PPR or PCM, its affiliate, will distribute the Funds’ audited financials to Investors within 90 days of such Funds’ fiscal year-end and promptly after completion of final audit upon liquidation of the Funds.

PPR has 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 as more fully described elsewhere in this Brochure. Prospective investors will be provided with the Offering Documents prior to their investment in the Funds.

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In compliance with Rule 206(4)-6 of the Advisers Act (i.e., the “proxy voting rule”), PPR has adopted proxy voting policies and procedures. PPR’s policy is generally to not vote proxy proposals, amendments, consents or resolutions (collectively, “Proxies”) since PPR’s position sizing is unlikely to represent a significant holding in any given security. In those instances where PPR does vote, it will maintain a log of the vote and a record of how PPR voted. PPR may take into account all relevant factors, as determined by it in its 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, the Clients or their Investors may not direct our vote in a particular solicitation. The Clients may obtain a copy of our Proxy voting policies and our Proxy voting record upon request to the Manager.

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 10 years.

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