Verbena Value LP

Verbena Value LP (“Verbena” or the “Investment Manager”) is a Delaware limited partnership that was formed in April 2025. Aaron Diamond is a founder, general partner, and Chief Investment Officer of Verbena (the “CIO” and the “Principal”). Verbena’s principal place of business is in Westport, CT. Verbena intends to provide discretionary investment advisory services to one or more institutional clients, (each a “Client” or “Client Account” and collectively the “Clients” or the “Client Accounts”). Verbena may advise other Clients or private funds in the future. Each Client will be managed in accordance with the investment objectives set forth in the relevant investment management agreement (the “IMA”). Additional detailed information about Verbena is provided below, including information about Verbena’s advisory services, investment approach, personnel, affiliations and brokerage practices. Verbena’s primary objective in advising the Clients is to generate excess and uncorrelated returns relative to broad equity indices by pursuing a fundamental, predominantly long/short equity strategy and specializing in the old-world economy sectors. Verbena employs a bottom-up, fundamental research process overlayed with disciplined risk management, while generally constraining exposures to broad equity markets and systematic risk factors. Each Client and prospective Client is strongly encouraged to undertake appropriate due diligence, including but not limited to a review of relevant information about Verbena’s investment strategies, methods of analysis and related risks (as discussed in Item 8 of this Brochure) in considering whether Verbena’s advisory services are appropriate to its own circumstances, based upon all relevant factors including, but not limited to, the prospective Client’s own investment objectives, liquidity requirements, tax situation and risk tolerance. Verbena does not participate in wrap fee programs. As of August 2025, Verbena managed approximately $1,000,000,000 in regulatory assets under management on a discretionary basis.

Management Fee and Performance Fee The calculation and payment of management and performance fees for each Client and any future Client(s) advised by Verbena are governed by the IMA with the Client. Each Client (or the Client’s administrator) will calculate the fees, which Verbena will then confirm. These fees are approved and paid by the Client. Verbena's fees are exclusive of brokerage commissions, transaction fees, custodial fees, and other related costs and expenses, which are incurred by the Client Accounts. Each Client will be subject to fees, allocations, and expenses as described in their IMA. For brokerage practices, see Item 12 of this Brochure. The performance allocations and performance fees are charged in compliance with Rule 205-3 of the Investment Advisers Act of 1940, as amended (the “Advisers Act”), whereby each Client must be a “Qualified Client”.

Other Fees and Expenses

Clients generally bear investment expenses, which we reasonably determine to be related to the investment of the Client Accounts. These expenses include, but are not limited to, brokerage commissions, expenses related to short sales, clearing and settlement charges, custodial fees, bank service fees, interest expenses, and the cost of investigating actual or potential investments. Additional costs may include expenses related to trade execution and management systems, compliance, risk and portfolio systems, integration and data transfer connectivity costs, research products and services, professional fees, third-party research products and services, subscriptions, and publications regarding investments. Clients also bear expenses related to registration and compliance obligations, legal expenses, accounting expenses, auditing and tax preparation expenses, directors and officers insurance, organizational expenses, and extraordinary expenses. To the extent Verbena determine to use “soft dollars” generated by the Clients to pay for brokerage and research products and services, such usage shall be within the “safe harbor” provisions of Section 28(e) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and related guidance. Use of “soft dollars” by Verbena as described herein shall not constitute a breach by them of any fiduciary or other duty which Verbena may be deemed to owe to the Clients.

Investment Objective Verbena aims to generate excess returns on an absolute basis through a fundamental, predominantly long/short equity strategy, focusing on sectors within the old-world economy. The team employs a rigorous, bottom-up research process similar to private equity alongside disciplined risk management. The goal is to generally limit exposure to wide macroeconomic and equity markets, as well as systematic risk factors. Investment Strategy

Verbena's investment strategy primarily focuses on long and short positions in U.S. and developed international equity markets, concentrating on the industrial, energy, materials, and utilities sectors, along with related segments in other sectors. The investment team conducts thorough fundamental research using a combined coverage and dealteam approach. Verbena aims to identify securities trading at prices significantly disconnected from their intrinsic value, believing that only a limited number of securities within any sector or industry may be mispriced. The team’s fundamental research follows a private equity-style due diligence process that includes: assessing each company’s competitive position, product offerings, and industry positioning; creating detailed financial models and forecasting long-term performance; conducting interviews with management, analysts, competitors, and suppliers; visiting operational sites and corporate headquarters; reviewing industry publications; attending sell-side and industry conferences; performing detailed valuation and risk/reward analyses, including security price assessments and conservative scenario evaluations; and conducting detailed previews, reviews, and analyses of each firm’s significant market updates and financial reports. Through its rigorous investment process, Verbena believes it has an advantage in identifying securities with implied valuations that differ from their long-term intrinsic value, as well as recognizing potential drivers for value realization over medium- to long-term time horizons. Verbena’s portfolio construction aims to minimize exposure to style and thematic factors while isolating company-specific drivers. The team believes that a highly idiosyncratic investment portfolio, developed through a stringent selective investment process, is likely to produce stable, attractive and uncorrelated returns. Long Investments For long positions, Verbena targets companies that the investment team believes are materially undervalued based on intrinsic value. Characteristics of these companies may include: stable and/or growing free cash flow; meaningful amounts of investment in in-process capital projects; attractive incremental returns on invested capital; discounted valuations compared to relevant peers; discounted valuations relative to sum-of-the-parts appraisals; large and expanding addressable markets; favorable management changes, along with potential improvements in capital allocation or value realization; favorable outlooks for regulatory and/or political exposures; compelling new product offerings; and near-term challenges while maintaining long-term integrity and structural drivers. Short Investments For short positions, Verbena focuses on companies the investment team believes are overvalued with characteristics that may include: premium valuations relative to intrinsic value, peers, and/or normalized earnings power; deteriorating financial performance; increasing competitive pressures and risks; maturing or declining asset profiles or product offerings; high customer concentration; challenged balance sheets and capital structures; questionable or deceptive accounting, governance, or reporting practices; and challenging regional exposures due to geopolitical and/or regulatory regimes. Portfolio Construction Verbena aims to build portfolios comprised principally of idiosyncratic risk while hedging against systematic risks, which may include style factors, industry biases, and overall equity market exposure. The size of each security position is informed by the investment team’s expectations of its return distribution, utilizing optimization techniques to guide security selection and sizing. Each position’s expected return distribution is assessed based on factors such as: valuation compared to historical ranges, discounted cash flow, firms with similar growth and profitability profiles and sum-of-the-parts appraisals; the magnitude of differentiated earnings forecasts relative to consensus expectations; and forecasted events and business developments. The investment team continually reassesses positions in the investment portfolio, reviewing risk/reward profiles and incorporating new information.

Old-World Economy Verbena concentrates its investments within the industrials, energy, materials and utilities sectors, as well as in adjacent related segments of other sectors. Key sub-sectors for the strategy may include: autos, aerospace, defense, regulated utilities, base metals miners, precious metals miners, integrated energy, exploration and production, energy services, energy infrastructure, energy royalty companies, metals royalty companies, agriculture, mining services, multi-industrials, renewable energy, engineering & construction, transportation, logistics, paper & packaging, chemicals and steel. Global Markets In advising the Clients, Verbena intends to invest the majority of the Clients’ assets in securities of U.S. and Canadian issuers but may also invest a material portion of assets into securities of non-U.S. and Canadian issuers, predominantly in developed markets in the UK, Western Europe, Japan, Korea, Australia, Mexico and Brazil. Risk of Loss Factors The following are material risks involved in Verbena’s investment strategy. There can be no assurance that Verbena’s investment objective in managing the Client Accounts will be achieved, and that the Clients will not incur losses. The risks described below are not meant to be a comprehensive collection of all risks with which a Client will be confronted. Each Client is encouraged to consult with Verbena prior to engaging Verbena, and to review the specific risk parameters of, and assets that comprise, each Client Account at any given time and from time to time. Business Dependent Upon Key Individual. The authority for all investment decisions is made by Verbena. The success of Verbena’s investment program in advising the Client Accounts, therefore, is expected to be significantly dependent upon the expertise and efforts of Verbena and the Principal. The past investment performance of Verbena and its Principal or entities or accounts which they have been associated should not be construed as an indication of future results or performance. Other Activities of Verbena and its Affiliates. Conflicts of interest may arise from the fact that Verbena may in the future provide investment management services to multiple Clients, including, without limitation, investment funds, managed accounts, proprietary accounts and other investment vehicles. Certain Client Accounts may have investment objectives, programs, strategies and positions that are similar to or may conflict with those of other Clients, or may compete with or have interests adverse to such other Clients. Such conflicts could affect the prices and availability of securities in which Verbena invests on behalf of the Clients. Competition. The securities industry and the varied strategies and techniques to be engaged in by Verbena are extremely competitive and each involves a degree of risk. Verbena will compete with firms, including many of the larger investment advisory firms, which have substantially greater financial resources and research staff. Nature of Investments. Verbena has broad discretion in making investments for the Clients. Investments generally consist of long and short positions in equities and other assets that may be affected by business, financial market or legal uncertainties. There can be no assurance that Verbena correctly evaluates the nature and magnitude of the various factors that could affect the value of and return on investments. Prices of investments may be volatile, and a variety of factors that are inherently difficult to predict, such as domestic or international economic and political developments, may significantly affect the results of the Clients’ activities and the value of their investments. In addition, the value of the Clients’ portfolios may fluctuate as the general level of interest rates fluctuate. No guarantee or representation is made that the Clients’ investment objectives will be achieved.

Equity-Related Securities in General. In advising the Clients, Verbena will invest in equity securities and equity-related instruments. Equity securities represent ownership interests in their respective issuers and generally carry the most risk associated with a specific issuer’s capital structure. The price of equity securities and their related financial instruments vary for a variety of reasons, including but not limited to supply and demand of the equity securities, the actual or perceived business opportunities associated with the issuer, the current and potential future cash flow of the issuer, the issuer’s management, their ability to execute on a specific business plan, the general economic environment, and the outlook for the overall economy. Any investment in equities or equity-related instruments entails a significant risk of loss. Fixed Income Securities. In advising the Clients, Verbena may invest in bonds or other fixed income securities, including without limitation, commercial paper and “higher yielding” (including noninvestment grade and, therefore, higher risk) debt securities. The Clients will, therefore, be subject to credit, liquidity and interest rate risks. Higher-yielding debt securities are generally unsecured and may be subordinated to certain other outstanding securities and obligations of the issuer, which may be secured on substantially all of the issuer’s assets. The lower rating of debt obligations in the higheryielding sectors reflects a greater probability that adverse changes in the financial condition of the issuer or in general economic conditions or both may impair the ability of the issuer to make payments of principal and interest. Non-investment grade debt securities may not be protected by financial covenants or limitation on additional indebtedness. In addition, evaluation of credit risk for debt securities involves uncertainty because credit rating agencies throughout the world have different standards, making comparison across countries difficult. Also, the market for credit spreads is often inefficient and illiquid, making it difficult to accurately calculate discounting spreads for valuing financial instruments. It is likely that a major economic event, such as a recession or reduction of liquidity in the market could severely disrupt the market for such securities and may have an adverse impact on the value of such securities. In addition, it is likely that any such an economic event could adversely affect the ability of issuers of such securities to repay principal and pay interest thereon and increase the incidence of default for such securities. Call Options. There are risks associated with the sale and purchase of call options in which Verbena may invest on behalf of the Clients. The seller (writer) of a call option which is covered (e.g., the writer holds the underlying security) assumes the risk of a decline in the market price of the underlying security below the purchase price of the underlying security less the premium received, and gives up the opportunity for gain on the underlying security above the exercise price of the option. If the seller of the call option owns a call option covering an equivalent number of shares with an exercise price equal to or less than the exercise price of the call written, the position is “fully hedged” if the option owned expires at the same time or later than the option written. The seller of an uncovered call option assumes the risk of a theoretically unlimited increase in the market price of the underlying security above the exercise price of the option. The buyer of a call option assumes the risk of losing its entire investment in the call option. Put Options. There are risks associated with the sale and purchase of put options in which Verbena may invest on behalf of the Clients. The seller (writer) of a put option which is covered (e.g., the writer has a short position in the underlying security) assumes the risk of an increase in the market price of the underlying security above the sales price (in establishing the short position) of the underlying security plus the premium received, and gives up the opportunity for gain on the underlying security below the exercise price of the option. If the seller of the put option owns a put option covering an equivalent number of shares with an exercise price equal to or greater than the exercise price of the put written, the position is “fully hedged” if the option owned expires at the same time or later than the option written. The seller of an uncovered put option assumes the risk of a decline in the market price of the underlying security below the exercise price of the option. The buyer of a put option assumes the risk of losing its entire investment in the put option. Commodity Trading. In advising the Clients, Verbena may invest in commodities and futures. The prices of commodities and all derivative instruments, including futures and options prices, are highly volatile. Price movements of commodities, futures and options contracts are influenced by, among other things, changing supply and demand relationships, U.S. and non-U.S. governmental programs and

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As described in Item 4, Verbena intends to provide discretionary investment advisory services to the Clients. Verbena will negotiate with each Client (and any future Client(s)) on a minimum asset under management level.

Performance-Based Fee Verbena will be entitled to an annual performance fee based on a percentage of the net capital appreciation of the Client Accounts (the “Performance Fee”) as agreed to in accordance with the IMA with each Client. The Performance Fee will be charged in compliance with Rule 205-3 of the Advisers Act, whereby each Client (and any future Client that is charged a Performance Fee) must be a “Qualified Client”. The Performance Fee is subject to a "loss carry forward" or "high water mark" provision. The "high water mark" feature ensures that performance fees are based on long-term performance and not on profits that merely restore previous losses. Each Client will calculate the Performance Fee due to Verbena and submit payment accordingly. Verbena does not anticipate having the authority to automatically deduct fees due from the Client Accounts.

Neither Verbena, the Principal, nor the employees are registered or have an application pending to register as a broker-dealer or a registered representative of a broker-dealer.

Neither Verbena nor the General Partner are registered or have an application pending to register as a futures commission merchant, commodity pool operator, a commodity trading advisor, or an associated person of the foregoing entities.

Code of Ethics Verbena has adopted a Code of Ethics pursuant to Rule 204A-1 of the Advisers Act (the “Code”) that establishes certain standards of conduct and rules for its employees. A summary of the Code is provided below. All employees of Verbena must acknowledge annually that they understand and agree to the terms of the Code. The Code incorporates the following general principles that all employees are expected to uphold at all times: •

Employees must place the interest of clients first;

•

Employees must conduct all personal securities transactions in a manner consistent with the Code and seek to avoid both actual conflicts of interest and the appearance thereof, and;

•

Employees may not take inappropriate advantage of their own positions with Verbena for their own personal benefit.

Personal Trading The Code prohibits all employees from purchasing individual publicly traded securities for their own accounts or accounts that the employees control or which the employee may be deemed to have beneficial ownership (such as an account of a spouse or minor child). Employees are permitted to trade broad based ETFs. Verbena believes that this prohibition mitigates the most likely conflict of interest that may arise from personal trading activity by generally prohibiting trading in securities that largely comprise the investable universe of Verbena in advising the Clients. Employees are permitted to buy and sell private securities (such as investments in hedge fund, private equity funds and private companies) with prior approval. Employees are also permitted to invest in mutual funds and U.S. and non-U.S. government issued obligations without prior approval. In addition, Verbena may permit employees to maintain accounts that are managed on a discretionary basis by a third party if the employee has no direct or indirect influence or control over the investments for the account. Exceptions to the personal trading policy are handled on a case-by-case basis. For example, an exception may be granted for legacy positions that were held by an employee (or a covered family member) prior to that employee joining Verbena or to sell an investment that was originally made when the company was private and subsequently became publicly traded. In such a case, the employee would be required to obtain prior approval to sell such positions and may be subject to other restrictions as deemed appropriate by Verbena under the circumstances.

Gifts and Entertainment, Political Activities and Outside Activities The Code provides that gifts and entertainment must be reasonable in light of industry practices and should never be given or received if the purpose is to influence the recipient. Verbena requires employees to report or receive approval for the receipt or giving of gifts and entertainment under

certain circumstances. The Code also generally requires employees to obtain prior approval before the employee, a spouse or certain other immediate family members makes a political contribution or engages in certain campaign-related fundraising activities. This policy is intended to prevent scenarios whereby an employee may make a contribution or engage in an activity for the selection of Verbena as an investment adviser for a governmental equity. Finally, the Code provides that, without prior approval, employees are generally not permitted to engage in certain types of outside business activities. This policy is intended to prevent material conflicts of interest that could arise from an employee’s personal activities.

Verbena has complete discretion in deciding which securities are bought and sold, the amount and price of those securities, the brokers or dealers to be used for a particular transaction, and commissions or markups and markdowns paid. Portfolio transactions for the Client Accounts will be allocated to brokers and dealers on the basis of numerous factors and not necessarily lowest pricing. Subject to best execution, in selecting brokers and dealers to execute transactions, provide financing and securities on loan, hold cash and short balances and provide other services, Verbena may consider, among other factors that are deemed appropriate to consider under the circumstances, the following: the ability of the brokers and dealers to effect the transaction; the brokers’ or dealers’ facilities, reliability and financial responsibility; and the provision by the brokers of capital introduction, talent introduction, marketing assistance, consulting with respect to technology, operations and equipment, commitment of capital, access to company management and access to deal flow. Accordingly, the prices and commission rates charged to the Clients by brokers or dealers in the foregoing circumstances may be higher than those charged by other brokers or dealers that may not offer such services. Verbena need not solicit competitive bids and does not have an obligation to seek the lowest available commission cost or spread. Generally, Verbena does not separately compensate any broker or dealer for any of these other services. Verbena maintains policies and procedures to review the quality of executions, including periodic reviews by its investment professionals. In situations where a Client has negotiated a commission rate directly with a broker, Verbena will not be able to obtain more favorable commission rates based on an aggregated trade for multiple Clients in the future, if any. In such cases, the Client will be precluded from receiving the benefit of any possible commission discounts that might otherwise be available as a result of the aggregated trade. In cases where trading or investment restrictions are placed on a Client Account, Verbena may be precluded from aggregating that Clients’ transaction with other Client Accounts, if any. In such a case, the Clients may pay a higher commission rate and/or receive less favorable prices than any future Clients who are able to participate in an aggregated order. Soft Dollar Usage From time to time, Verbena pays a broker-dealer commissions for effecting Client transactions in excess of that which another broker-dealer might have charged for effecting the transaction in recognition of the value of the brokerage and research services provided by the broker-dealer. Verbena will effect such transactions, and receive such brokerage and research services, only to the extent that they fall within the safe harbor provided by Section 28(e) of the Exchange Act and subject to prevailing guidance provided by the SEC regarding Section 28(e). Verbena believes it is important to its investment decision-making processes to have access to independent research. Where a product or service obtained with soft dollars provides both research and non-research assistance to Verbena (i.e., a “mixed use” item), Verbena will make a good faith allocation of the cost which may be paid for with soft dollars. In making good faith allocations of costs between

administrative benefits and research and brokerage services, a conflict of interest may exist by reason of Verbena’s allocation of the costs of such benefits and services between those that primarily benefit Verbena and those that primarily benefit the accounts. When Verbena uses brokerage commissions (or markups or markdowns) generated by any accounts to obtain research or other products or services, Verbena receives a benefit because it does not have to produce or pay for such products or services. While Verbena is obligated to seek best execution for each account, the fact that Verbena can obtain or receive such products or services may create an incentive for it to select or recommend a particular broker-dealer based on Verbena’s interests, to the exclusion of another broker-dealer that offers business terms that are also favorable to one or more accounts. At least annually, Verbena considers the amount and nature of research and research services provided by broker-dealers, as well as the extent to which such services are relied upon and Verbena attempts to allocate a portion of the brokerage business on behalf of the Clients on the basis of that consideration. Trade Aggregation and Allocation Policies and Procedures Verbena intends to execute trades and investments in the Client Accounts. In advising multiple actively traded Client Accounts, it will be the policy of Verbena to allocate investment opportunities to the multiple Clients on a fair and equitable basis, to the extent practical and in accordance with each Client’s applicable investment strategies, over a period of time Trade Error Relating to the Clients If a trade error is to occur in a Client Account(s), Verbena will review the relevant IMA(s) to determine the notice provision to such Client(s) and determine which party is responsible for any losses from a trade error. Cross Trade or Principal Trade Verbena does not intend to enter into cross trades or principal trades.

Verbena does not currently have any third-party placement agents. Verbena in the future may agree to pay third-party placement agents that refers a Client(s). The compensation typically paid to those placement agents includes a portion of the fixed fee and/or Performance Fee earned by Verbena in respect of a Client referred to by such placement agents. Clients are generally not subject to any incremental fees in connection with the referral unless incremental fees are payable by the investor directly to the placement agent under the terms of the separate agreement between the Client(s) and the placement agent (to which Verbena is not a party). The referral arrangements described above involve potential conflicts of interest because the placement agent may have an incentive to favor a referral of a Client to an investment adviser vs. another investment adviser, for which the agent will receive no or lower fees. Prospective Clients

should consider this potential conflict of interest when evaluating any recommendation or referral by an agent regarding an investment adviser.

Verbena is required to disclose all material facts regarding any legal or disciplinary events that would be material to a prospective investor or current Investor’s evaluation of Verbena’s business or the integrity of Verbena. Verbena has not been subject to any disciplinary action, whether criminal, civil or administrative (including regulatory) in any jurisdiction. No persons involved in the management of Verbena have been subject to such action.

Verbena intends to perform daily reviews of the Client Account portfolios, as well as various other periodic formal and informal reviews. The custodian(s) of the Client Accounts will provide each Client with periodic account statements that indicate the amount of funds and of each security in custodial account(s) during such period, and setting forth all transactions in each Client’s custodial account(s) during that period.

Verbena does not have custody of the Client Accounts.

Pursuant to the IMA with each Client, Verbena has the discretionary authority to determine (i) the securities to be purchased and sold for each Client, and (ii) the amount of securities to be purchased or sold for each Client. Such discretionary authority is subject to any restrictions as set forth in the IMA with each Client.

Proxy Voting Policies and Procedures Verbena has established proxy voting policies and procedures designed to ensure that proxies, to the extent Verbena has been delegated authority by a Client to vote such proxies, and Verbena elects to vote, are voted in the best interest of such Client(s). When voting proxies, Verbena must identify and address material conflicts that may arise between Verbena’s interests and those of each Client. If Verbena is granted the authority to vote proxies on behalf of a Client, Verbena will vote proxies as it deems necessary or appropriate, on a case-by-case basis. Prior to voting, Verbena will determine whether the conflict is material to the vote and will either resolve the conflict or refer the proxy vote to an outside service for its independent consideration. Verbena may refrain from voting proxies where Verbena believes that voting would be inappropriate, taking into consideration the cost of voting the proxies and the anticipated benefit to the Clients. A Client may also contact Verbena via e-mail or telephone to request a copy of Verbena’s proxy voting policy

Verbena has no financial commitment that impairs its ability to meet contractual and fiduciary commitments to investors and has not been the subject of a bankruptcy proceeding.