STORY3 Capital Partners, LLC

STORY3 Capital Partners, LLC (together with its relying advisers, the “Company” or “STORY3”) is a limited liability company and is headquartered in Los Angeles, California. STORY3 is principally owned by Rising Sons Capital, LLC. Peter Comisar, Chief Executive Officer of STORY3, is the principal owner of Rising Sons Capital, LLC. The Company has been doing business under its current ownership since 2018. Based in Los Angeles, STORY3 is comprised of a long-established investment team. The team is led by Peter Comisar, a 30-year veteran dealmaker who previously served as a Partner Managing Director at Goldman, Sachs, & Co. (“Goldman Sachs”), where he was a member of the leadership team of the firm’s Consumer & Retail investment banking efforts, and as Vice Chairman at Guggenheim Partners, LLC (“Guggenheim Partners”). The core investment team has a long history of collaboration while at either or both of Goldman Sachs and Guggenheim Partners. The core investment team is comprised of Mr. Comisar, Samir Shah, and Ryan Nehoray (collectively, the “Principals”). Mr. Comisar and Mr. Shah have a 15+ year history of collaboration primarily while at Goldman Sachs and Guggenheim Partners, and Mr. Comisar and Mr. Nehoray have worked closely together since 2015. The STORY3 investment team is complemented by an experienced and integrated team of Senior Advisor operating partners (“Senior Advisors”). STORY3 provides investment advisory services on a discretionary basis to clients, which are pooled investment vehicles, consisting of both private funds and special purpose vehicles (“SPVs”). STORY3, manages assets on behalf of various types of commingled investment vehicles (collectively, the “Funds”). The Funds seek to invest in businesses which the Company believes are valued at meaningful discounts to intrinsic value, or in situations where the entry valuation significantly understates the Company’s expectations for a company’s future growth prospects. As such, the Funds are agnostic to the type of security within the capital structure but rather focus on entering new investments at desirable attachment points with the potential for attractive risk-adjusted returns across market cycles. As of December 31, 2025, STORY3 managed approximately $986,853,131 of Fund assets, of which $924,654,607 were on a discretionary basis, and $62,198,524 were on a non-discretionary basis.

Generally, STORY3, or its affiliate, as designated in the applicable Fund offering documents, receives a quarterly management fee in advance equal to 2% of the aggregate Fund commitments (the “Management Fee”). For certain Funds, a different rate will apply. As a result, please refer to each Fund’s offering materials (“Offering Documents”) to understand the manner in which the Management Fee is structured for each Fund. Additionally, in certain instances, the Management Fee will be negotiable and will be waived or reduced at the discretion of STORY3. For certain Funds, STORY3 or its affiliate, as designated in the applicable Offering Documents, will also receive compensation in the form of carried interest. Carried interest is only payable to STORY3 if the Funds meet certain performance objectives. The specific terms and structure of the carried interest are described in the applicable Offering Documents. In certain instances, as described in the applicable Offering Documents, certain investors in the Funds will be exempted

from all or some portion of the carried interest. Additionally, in certain instances, the carried interest will be negotiable and will be waived or reduced at the discretion of STORY3. In addition to the fees described above, the Funds generally bear all costs and expenses incurred in connection with their investments, including brokerage commissions, transaction fees, custodial fees, and other related costs and expenses pursuant to the terms of the applicable Offering Documents. Additionally, the Funds bear certain organizational and operational expenses. Organizational expenses are subject to a cap in certain instances and will include out-of-pocket and internal expenses of the Company or its affiliates and its agents incurred in the formation of the Funds. Operating expenses generally include, but are not limited to: (i) the investigation of investment opportunities (whether or not consummated), (ii) the acquisition, ownership, financing, management or disposition of investments, (iii) travel, (iv) administrative and other expenses related to the operation of each Fund, (v) fees paid to contractors, consultants, legal counsel, and other service providers, (vi) interest expenses, brokerage commissions and other investment costs incurred by or on behalf of each Fund, (vii) all other customary expenses and (viii) expenses associated with the preparation and distribution of reports to Fund investors. Additionally, the Funds will bear offering expenses. Further details on the additional expenses a Fund will bear are outlined in the respective Offering Documents.

The Company’s primary objective is to generate attractive risk-adjusted returns by making control and minority investments in businesses throughout the consumer and retail value chain. The Company follows a disciplined process to source, diligence, structure, monitor, and exit its investments. The Company utilizes the relationships of its Principals and their trusted reputations to generate a pipeline of differentiated, proprietary deal flow. The Company seeks to spend most of its time focused on deals sourced outside of auction processes. In addition to their internal resources, the Company’s Senior Advisors and other advisors source compelling investment opportunities. Due diligence is a methodical and detailed process at STORY3, and generally includes, but is not limited to, (i) an analysis of the competitive industry landscape and macro themes, (ii) an assessment of the management team and ownership structure, (iii) financial, accounting and tax review, (iv) legal and insurance due diligence, (v) detailed financial analyses, which includes an assessment of the quality and capacity for cash flow generation and sustainability, and (vi) a transaction structuring assessment, including consideration of how to mitigate downside risk while maintaining attractive upside participation. During due diligence, the investment team maps out the business plan going forward and evaluates its feasibility, risks to execution, and how the Company can exploit its operational value-add, network of operating partners and Senior Advisors, and other factors, to create a competitive advantage in driving a positive outcome for the investment. In addition, throughout the diligence process, the deal teams routinely refine the investment thesis and risks based on incremental information, which in turn informs the financial analyses, including potential outcomes under various scenarios. Prior to entering into any definitive agreement, transactions are thoroughly reviewed and presented to the Fund’s investment committee, in addition to multiple iterative discussions by the Principals. The STORY3 team utilizes a flexible and creative approach to structuring investments in order to optimize the needs of the target company and the return profile for the Funds. The ability to structure investments across the capital structure, from equity to debt, provides a broader range of investment opportunities for the Funds. Other structuring mechanisms, rights, and protections are used to provide an asymmetrical return profile for target investments. For certain investments, STORY3 seeks to employ an operational approach to add value to its portfolio companies, led by the efforts of its Senior Advisors and investment team (together, the “Investment Team”). This approach is focused on developing a robust roadmap and executing on company-specific value-enhancing operational initiatives through a hands-on approach in partnership with management. This approach begins during due diligence, during which the Investment Team identifies specific operational initiatives and opportunities for each investment.

Prior to closing the investment transaction, the Investment Team generally works closely with target company management teams to create operating plans, which are reviewed during the implementation and on-going execution of these plans. The Investment Team will generally employ an active and hands-on approach to implementing and monitoring the progress of each initiative, enhanced by leveraging its robust network of relationships across the consumer industry. As the Company executes the tactical initiatives identified in its investment thesis for each portfolio company, it continually refines its views on monetization strategies. Importantly, the Company’s Principals believe STORY3 is well-positioned to strategically position portfolio companies with potential buyers given the Principals’ extensive history of calling on potential buyers as trusted advisors. In addition, the Principals have extensive experience executing public offerings and recapitalizations.

Risk Factors In considering participation in the Funds, a prospective Investor should be aware of certain risk factors, which include the following: Business Risks. Each Fund’s investment portfolio is expected to consist primarily of securities or other interests issued by privately held companies, and operating results in a specified period will be difficult to predict. Such investments involve a high degree of business and financial risk that can result in substantial losses. Future and Past Performance. STORY3’s prior experience is not necessarily indicative of a Fund’s future results. While the Company intends for the Funds to make investments that have estimated returns commensurate with the risks undertaken, there can be no assurances that any targeted internal rate of return will be achieved. On any given investment, loss of principal is possible. Investment in Junior Securities. The securities in which the Funds will invest may be among the most junior in a portfolio company’s capital structure and, thus, subject to the greatest risk of loss. Generally, there will be no collateral to protect a Fund’s investment once made. Concentration of Investments. The Funds will participate in a limited number of investments and will seek to make several investments in one industry or one industry segment or within a short period of time. As a result, a Fund’s investment portfolio could become highly concentrated, and the performance of a few holdings or of a particular industry may substantially affect the Fund’s aggregate return. Furthermore, to the extent that the capital raised is less than the targeted amount, a Fund may invest in fewer portfolio companies and thus be less diversified. Lack of Sufficient Investment Opportunities. The business of identifying, structuring and completing private equity and debt transactions is highly competitive and involves a high degree of uncertainty. It is possible that a Fund will never be fully invested if enough sufficiently attractive investments are not identified. However, Investors will be required to bear Management Fees through a Fund during the investment period based on the entire amount of the Investors’ commitments and other expenses as set forth in the applicable Fund’s Offering Documents.

Dynamic Investment Strategy. While the Company generally intends to seek attractive returns for the Funds primarily through making private equity and debt investments as described in the Offering Documents, the Company reserves the right to pursue additional investment strategies and may modify or depart from its initial investment strategy, investment process, and investment techniques as it determines appropriate. The Company may pursue investments outside of the industries and sectors in which the Principals have previously made investments or have internal operational experience. Growth Equity Transactions. Each Fund’s strategy may include targeting growth-equity investments. While growth-equity investments offer the opportunity for significant capital gains, such investments may involve a higher degree of business and financial risk that can result in substantial or total loss. Growth-equity portfolio companies may operate at a loss or with substantial variations in operating results from period to period, and many will need substantial additional capital to support additional research and development activities or expansion, to achieve or maintain a competitive position, and/or to expand or develop management resources. Growth-equity portfolio companies may face intense competition, including from companies with greater financial resources, better brand recognition, more extensive development, marketing, and service capabilities, and a larger number of qualified managerial and technical personnel. Impact of Government Regulation, Reimbursement and Reform. Certain industry segments in which the Funds intend to invest are (or may become) (i) highly regulated at both the federal and state levels in the United States and internationally and (ii) subject to frequent regulatory change. Certain segments may be highly dependent upon various government (or private) reimbursement programs. While the Funds intend to invest in companies that seek to comply with applicable laws and regulations, the laws and regulations relating to certain industries are complex, may be ambiguous or may lack clear judicial or regulatory interpretive guidance. An adverse review or determination by any applicable judicial or regulatory authority of any such law or regulation, or an adverse change in applicable regulatory requirements or reimbursement programs, could have a material adverse effect on the operations and/or financial performance of the companies in which the Funds invest. Illiquidity; Lack of Current Distributions. An investment in the Funds should be viewed as an illiquid investment. It is uncertain as to when profits, if any, will be realized. Losses on unsuccessful investments may be realized before gains on successful investments are realized. The return of capital and the realization of gains, if any, generally will occur only upon the partial or complete disposition of an investment. While an investment may be sold at any time, it is generally expected that this will not occur for a number of years after the initial investment. Before such time, there may be no current return on the investment. Furthermore, the expenses of operating the Funds (including the Management Fee payable to the Company) may exceed its income, thereby requiring that the difference be paid from the Funds’ capital, including unfunded commitments. Leveraged Investments; Borrowing. The Funds may make use of leverage by incurring or having a portfolio company incur debt to finance a portion of its investment in a given portfolio company, including in respect of companies not rated by credit agencies. Leverage generally magnifies both a Fund’s opportunities for gain and its risk of loss from a particular investment, and the magnification of the risk of loss may be substantial. The cost and availability of leverage is highly

Read the rest in the brochure

STORY3 provides investment management services to clients (the Funds). Investors in the Funds (“Investors”) generally include various types of institutional investors, high net worth individual investors, and other similarly situated investors.

For the Funds, the minimum investment amount varies and is outlined in the applicable Offering Documents. The minimum investment amount for the Funds is typically $5 million; however, the minimum investment amount may be reduced at the discretion of STORY3. In most cases, STORY3 has the authority to change or waive any minimum investment requirements in accordance with the applicable Offering Documents.

STORY3 (or an affiliate) will receive performance-based fees (e.g., carried interest or incentive fees) in connection with the management of the Funds. The specific payment terms and other conditions of the performance-based fees available to STORY3 (or an affiliate) are set forth in the applicable Offering Documents, side letters and/or fee agreements. The receipt of performancebased fees from the Funds creates an incentive for the Company to make riskier or more speculative investments on behalf of the Funds than they would otherwise make in the absence of such performance-based fees. Performance-based fees also incentivize the Company to overvalue assets in order to increase the amount of its performance-based fees. Similarly, STORY3 will charge Management Fees to the Funds that vary. Different Management Fees incentivize the Company to dedicate increased resources and allocate more profitable investment opportunities or best investment ideas to the Funds that are charged Management Fees (or performance-based fee arrangements) that are more profitable for the Company. Further, STORY3 or its personnel or affiliates will have other pecuniary interests in the Funds managed by the Company.

The Company and its management persons are not registered, nor have an application pending to register, as a futures commission merchant, a commodity pool operator, a commodity trading advisor, or an associated person of the foregoing entities. In addition, the Company does not recommend or select other investment advisers for clients. The Company has the following affiliates, as disclosed in Section 7.A and Schedule R of Form ADV Part 1: 1. STORY3 Advisors, LLC (CRD 289456), a broker-dealer regulated by FINRA; 2. STORY3 Consumer Opportunities Fund I GP, L.P., a general partner of pooled investment vehicles; 3. STORY3 Consumer Opportunities Fund II GP, L.P., a general partner of pooled investment vehicles; 4. STORY3 ReNew GP, LP, a general partner of a pooled investment vehicle; 5. STORY3 Recover GP, LP, a general partner of a pooled investment vehicle; 6. STORY3 CR GP, LP, a general partner of a pooled investment vehicle; 7. STORY3 HI GP, LP, a general partner of a pooled investment vehicle; 8. STORY3 Splendor GP, LP, a general partner of a pooled investment vehicle 9. STORY3 AHL GP, LP, a general partner of a pooled investment vehicle In addition, a subsidiary of STORY3, STORY3 Credit Partners, LLC will be engaged in the loan origination and/or servicing businesses. In connection with its lending activities, such loan origination and/or servicing businesses will receive certain fees, including, management fees, incentive fees, director’s fees, commitment fees, investment banking fees, financial consulting fees, break-up fees, termination fees, closing fees, collateral monitoring fees, debt placement fees and other similar fees received as part of such loan origination and/or servicing businesses. The Funds or the issuers of financial instruments held by the Funds will acquire loans originated, structured, arranged and/or placed and/or arranged by such affiliated loan origination and/or servicing businesses and in respect of which such businesses receive fees. To the extent set forth in the applicable Offering Documents, some or all of these fees will not be applied to reduce Management Fees or other fees payable by the Funds or any of its investments or otherwise directly or indirectly benefit the Funds or any Investors.

The Company has adopted a Code of Ethics (the "Code") for all supervised persons of STORY3 describing its high standard of business conduct and fiduciary duty to its clients. The Code includes provisions relating to the use and safeguarding of confidential information; the prevention of insider trading; outside business relationships of the Company's employees; gifts and business entertainment; and communications with outside parties, among other things. All supervised persons at the Company acknowledge the terms of the Code at hire, as amended with material changes and/or annually. The Company will provide a copy of the Code to any client or prospective client upon request.

General Brokerage Practices STORY3 generally does not cause the Funds to transact in marketable securities through brokerdealers. However, in situations where the Company may need to select a broker-dealer, the Company will consider the broker’s execution capabilities, including block positioning, research, financial stability, and the ability to maintain confidentiality, delivery timelines and ability to obtain best execution for all client securities transactions. STORY3 has the ability to recommend STORY3 Advisors, its affiliated broker-dealers, to its clients. These types of arrangements are disclosed in the Offering Documents. Brokerage Services by STORY3 Advisors STORY3 Advisors may provide private placement brokerage services in connection with transactions involving securities. Brokerage for Client Referrals STORY3 does not generally receive client referrals from brokers and does not select brokers based on referrals.

STORY3 does not directly or indirectly compensate any third-party for client referrals.

Registered investment advisers are required to disclose all material facts regarding any legal or disciplinary events that would be material to your evaluation of the Company or the integrity of the Company’s management. The Company and/or its representatives have not ever been involved in a criminal or civil action in a domestic, foreign or military court of competent jurisdiction, an administrative proceeding before the SEC, any other federal regulatory agency, any state regulatory agency, or any foreign financial regulatory authority, and/or a self-regulatory organization (SRO) proceeding that would be considered material to your evaluation of the Company or the integrity of the Company’s management.

STORY3’s investment professionals review the investments of each Fund on an ongoing basis. STORY3 investment professionals review investment performance, and conduct performance attribution analysis, risk analysis and strategic planning for each Fund. The Company’s Principals provide supervisory management for the entire business, including with respect to the Funds. For certain Funds, STORY3 facilitates the preparation of written annual financial information for each Fund. These reports are provided to Investors.

STORY3 will comply with the requirements of Rule 206(4)-2 of the Advisers Act with regard to custody of assets of the Funds. Upon completion of each Fund’s annual audit, STORY3 will ensure that the audited financials are distributed to Investors within 120 days of the Fund’s fiscal yearend, or sooner as described in the applicable Offering Documents. Investors should contact STORY3 if financials are not delivered promptly or if they have any questions about the contents.

STORY3 receives discretionary authority from the Funds at the outset of an advisory relationship to select the identity and amount of securities to be bought or sold. In all cases, however, such discretion is to be exercised in a manner consistent with the investment policies, limitations, and restrictions of the particular Fund as outlined in each Fund’s Offering Documents.

STORY3 provides investment advisory services to the Funds. The Funds generally do not invest in securities that generate proxies or corporate actions. In the unlikely event that STORY3 receives a proxy or corporate action, the Fund’s investment committee will determine whether or not voting such proxy is in the best interest of the Fund. If the Fund’s investment committee determines that it is in the best interest of the Fund to vote a proxy, then the Fund’s investment committee shall document both the voting decision and underlying analysis. A copy of STORY3’s proxy voting policies and procedures, as well as a record of any proxies voted, is available to clients upon request.

Under no circumstances does STORY3 require or solicit payment of fees in excess of $1,200 per client more than six months in advance of services rendered. Therefore, STORY3 is not required to include a financial statement. In addition, the Company has no financial circumstances likely to impair its ability to meet its commitments to clients and has not been the subject of a bankruptcy proceeding.