Prescott Group Capital Management L.L.C.: investment adviser

(Large Cap Fund), and Prescott Group Aggressive Mid Cap, L.P. (Aggressive Mid Cap Fund). The Small Cap Funds are fully invested in Prescott Group Aggressive Small Cap Master Fund, G.P., an Oklahoma general partnership (“Prescott Master Fund”), of which the Small Cap Funds serve as general partners, through a master-feeder structure. Specifically, we focus on researching, evaluating, and trading stocks, bonds, and options on our clients' behalf. Only Prescott’s portfolio managers (Phil Frohlich and Matt Dunham) can make investment decisions for its clients. Phil Frohlich is the manager of the Small Cap Funds and co-manager of the Aggressive Mid Cap Fund and Large Cap Fund. Mr. Frohlich was born July 24, 1954, and has a BBA in Economics from the University of Oklahoma, an MBA from the University of Texas at Austin, and a law degree from the University of Tulsa. Mr. Frohlich has been manager of the Small Cap Funds since inception (December, 1992, and October, 2003), manager or co-manager of the Large Cap Fund since inception (January, 1999), and manager or co-manager of the Aggressive Mid Cap Fund since inception (January, 2005). Mr. Frohlich has also been employed by the Siegfried Companies, Inc., a family office investment company, since 1987, and continues to serve as President. Matt Dunham is the co-manager of the Aggressive Mid Cap Fund and the Large Cap Fund. Mr. Dunham was born April 5, 1981 and has a Bachelor of Science in Finance and Applied Mathematics from Saint Louis University. Prior to joining Prescott in August 2012, Mr. Dunham had approximately 10 years of investing experience at various companies including Highland Capital Management and Goldman Sachs. We attempt to always act in the best interest of our clients. Our firm strictly adheres to the investment strategy set forth in each of our clients’ Private Placement Memorandum. We do not modify our securities recommendations to our clients according to the particular interests of our clients’ underlying investors, nor do we allow investors to place restrictions on the trading we conduct for our clients.

We believe that this is the only fair and just way to manage a pooled investment vehicle, as it minimizes the potential for favoritism and factionalism on behalf of any underlying investors. We do not do any of the following:

Participate in any wrap free programs.

Compensate any third-party entities for fund raising purposes.

Participate in any fee sharing arrangements.

Pay any compensation for investor referrals.

Participate in any "Fund of Funds" arrangements.

As of December 31, 2025, Prescott Group Capital Management, L.L.C. managed $1,298,388,038 of gross client assets on a discretionary basis.

Any investor who retires from a client will have its capital account reduced by its proportionate share of any deferred administrative service allocation unless we required the retirement of the investor in our discretion. We also charge private fund investors a performance-based profit allocation equal to 20% of the investors’ returns (realized and unrealized) in excess of the hypothetical return which would have been realized by investors in an investment based on the percentage change in the price level of the comparable index (Russell 2000 for Small Cap Funds, S&P 500 for Large Cap Fund, and S&P Mid Cap 400 for Aggressive Mid Cap Fund) subject to a "loss carryforward" limitation. This means that we only receive a performance profit allocation when an investor's account value for the year has recovered any underperformance from the previous year.

Certain employees and immediate family members invested in our private funds do not pay the above allocations, but the allocations are not negotiable by non-related parties. We deduct the asset-based fee described above from each investor's capital account at the beginning of each month. We deduct the performance-based compensation referenced above from each investor's capital account at the end of each calendar year, and/or on the amount of any withdrawal prior to year end. Since investors in our clients are only allowed to withdraw capital at the end of a quarter (or monthly in our discretion) there are never prepaid fees to refund. In connection with our advisory services, our clients, and consequently the investors in our clients, do not bear organizational and operational expenses, but do bear all of their directly related investment expenses such as those listed below. The list details some of these expenses, but does not include every possible expense our clients may incur:

interest and commitment fees on loans and debit balances,

brokerage commissions,

custodial fees, trade processing fees, including clearing and settlement charges, and

proxy expenses, cost of any outside appraisers, accountants, attorneys or other experts or consultants engaged in connection with specific transactions.

For more information on brokerage transactions and costs, please see Item 12: Brokerage Practices. Neither our firm nor our employees receive any transaction-based compensation for the sale of securities or other investment products, including charges or fees from the sale of mutual funds. We do not receive any compensation from our charitable organization client.

Investment Requirements We require a minimum initial investment of $400,000 in the Small Cap Funds and Aggressive Mid Cap Fund and a minimum additional investment of $25,000, although we may in our discretion accept investments in lesser amounts. We no longer accept new or additional investments for the Large Cap Fund. Our private fund clients only accept high-net-worth investors, defined generally for this purpose as investors with at least $2.2 million of net worth, exclusive of personal residence ($5.0 million in investments for Prescott Group Aggressive Small Cap II, L.P.). This firm brochure is not an offer to invest in our clients.

its industry position, as well as economic and market conditions. Special emphasis is paid to revenue growth, return on equity, and management. We attempt to maintain a current understanding of the fundamentals of a large universe of companies. This allows for the potential of opportunistic profits as market inefficiencies occur in real time. Having knowledge of a company's fundamental story in real time helps to distinguish buying opportunities from true deterioration in a company's fundamentals. Investment in securities involves significant risk of loss that our clients and any of the investors in our clients should be prepared to bear. While we believe our investment strategies will be successful over the long term, no assurance can be given that our clients will achieve their investment objectives, nor can any assurance be given that an investment in one of our clients will not result in losses. Certain risks associated with an investment in our clients include: Investment Judgment and Market Risk: The success of our investment program depends, in large part, on correctly evaluating future price movements of potential investments. We cannot guarantee that we will be able to accurately predict these price movements and that our investment program will be successful. Investment and Trading Risk: Investments in securities and other financial instruments involve a degree of risk that the entire investment may be lost. The use of short sales and options can, in certain circumstances, substantially exacerbate the impact of unfavorable price movements on our clients’ investments. Also, changes in the general level of interest rates may negatively affect our clients’ results. Frequent trading may also impact investment performance through increased brokerage and other transaction costs and taxes. Financial Market and Regulatory Change: The instability pervading global financial markets has heightened the risks associated with the investment activities and operations of hedge funds, including those resulting from a reduction in the availability of credit and the increased cost of short-term credit, a decrease in market liquidity and an increased risk of bankruptcy of third parties with which we work. Market disruptions over recent years and the increase in capital being allocated to hedge funds and other alternative investment vehicles have led to increased scrutiny and regulation over the hedge fund and asset management industry. In addition, the laws and regulations affecting business continue to evolve unpredictably. Laws and regulations applicable to our clients, especially those involving taxation, investment and trade, can change quickly and unpredictably in a manner adverse to our clients’ interests. The following is a description of the various strategies that we utilize in advising our clients and some important risks associated with each strategy. The following explanation of certain risks is not exhaustive, but rather highlights some of the more significant risks involved in our investment strategies.

Equity Securities: We buy, on our clients’ behalf, equity securities that we believe to be undervalued, seeking to profit from both security selection and thematic sector or market timing decisions. The value of these investments will generally vary with their issuer's performance and movements in the equity markets. Also, a company's board of directors may not always act in the best interest of the company's shareholders. Consequently, our clients may suffer losses if on our clients’ behalf we buy equity instruments of issuers whose performance and activity diverges from our expectations. Short Selling: Short selling of securities occurs when we borrow securities for our clients, promising to buy them at a later date. If the price drops, we can buy the securities for our clients at the lower price and make a profit on the difference. If the price of the securities rises, we have to buy them back at a higher price, and our clients’ investment loses money. Buying the securities can itself cause the price of the security to rise further which would exacerbate the potential for loss. Fixed-Income Securities: At times, our clients may invest in bonds or other fixed-income securities. Fixed-income securities provide periodic returns and the eventual return of the principal at the end of the term. The value of fixedincome securities changes in response to interest rate fluctuations and market perception of the issuer's ability to pay off its obligations. Fixed-income securities are also subject to the risk that their issuer may be unable to make interest or principal payments on its obligations. Options: Primarily as a hedging strategy, we may occasionally trade options on behalf of our clients. There are risks associated with the sale and purchase of options. Our clients may invest in the purchase and sale of call and/or put options. Call options are the right to buy a security at a certain price within a defined time period. Put options are the right to sell a security at a certain price within a defined time period. A buyer of either type of option assumes the risk of losing its entire investment in the option. A buyer of a call option risks losing its investment if the particular security never reaches the designated price within the set time period. A buyer of a put option risks losing its investment if the particular security does not decline enough to reach the designated price within the set time period. A seller of a covered call option risks the opportunity cost if the price of the underlying stock appreciates above the strike price plus the premium received for the call option within the defined time period. A seller of a put option risks having to purchase shares at a price in excess of the market price if the price of the put option within the defined time period. Short Trades: Short-term trading involves a certain degree of risk. Shortterm trading denies a client the strategy of minimizing risk by holding a position over a longer period of time. In addition, frequent trading results in high turnover

and brokerage commission expenses, which can adversely affect a client's performance if its trading is not sufficiently profitable. Leverage/Borrowing: We may borrow against our clients’ assets when we believe that the proceeds from doing so will exceed the interest paid on the borrowing. Borrowing involves risk to our clients because the interest on the borrowed amount may be greater than the income from or increase in the value of the securities purchased with the borrowed amount. Also, the value of the securities purchased with the borrowed amount can decline below the amount borrowed. Any investment profits made with the proceeds from borrowings in excess of interest paid on the borrowings will cause the income and value of a client to be greater than would otherwise be the case. On the other hand, if the value of the additional securities purchased with the borrowed money does not increase enough to cover the interest paid on the borrowings, then the income and value of a client will be less than would otherwise be the case. Generally, borrowing-type techniques used to increase potential returns are all forms of leverage. Illiquid Investments: On our clients' behalf, we may make very illiquid investments. Illiquid investments are (1) investments that are not heavily traded and cannot easily be converted to cash or (2) investments that we believe our clients must hold for several years to reach their potential value. If our clients require cash and we must sell illiquid investments at an inopportune time, we might not be able to sell illiquid investments at prices that reflect our assessment of their value or the amount paid for them. Investing in Small Capitalization Companies: Market capitalization is a measurement of a company's size equal to the share price times the number of shares outstanding (shares that have been authorized, issued and purchased by investors). We believe that some of the most attractive investment opportunities stem from investment in small capitalization companies. Historically, these securities have been more volatile in price than those of large capitalization companies. Small capitalization securities pose greater investment risks because the companies may have limited product lines, distribution channels and financial and managerial resources. Further, typically less publicly available information concerning these companies exists than for larger, more established businesses. In addition, the small capitalization companies' securities may not be traded in the volumes typical for larger companies, and thus it may take longer to sell these securities or we may have to accept potentially less favorable purchase prices. Foreign Securities: While we generally invest in domestic securities, we occasionally buy foreign securities for our clients. Foreign securities will be purchased only if they are listed on U.S. based exchanges or are traded through ADRs on U.S. based exchanges. Investing in foreign securities involves certain

risks factors not typically associated with investing in U.S. securities, such as fluctuation between exchange rates and the costs of converting from one currency to another. In addition, there may not be much information available regarding foreign securities, because foreign companies and governments may not be subject to accounting, auditing and financial reporting standards and requirements comparable to those of the U.S. There also might be a greater risk of political, social or economic instability and the possibility that foreign taxes may be imposed on our clients' income. Finally, when investing in foreign bonds, there is always a risk that their issuer will default and be unable to pay the interest and/or principal payments due on the bonds, as the financial stability of foreign issuers may be more precarious than that of U.S. issuers. We encourage our investors to consider all of the risk factors we have explained, as further described in the private placement memorandum of each client. Any investors in our clients risk the loss of their entire investment.

We do not recommend or select unaffiliated investment advisers for our clients, receive compensation directly or indirectly from unaffiliated advisers that create a material conflict of interest, or have other business relationships with them that create a material conflict of interest. The firm’s Founder and Manager, Mr. Phil Frohlich, currently sits on the Board of Directors for one portfolio company, Unit Corporation (”Unit”). The Small Cap Funds is the largest shareholder of Unit, and Unit is the largest investment of the Small Cap Funds. As a result, the firm has concluded that having Mr. Frohlich serve as a director to directly monitor Unit is in the interests of the firm’s clients and outweighs the risk of any potential conflict of interest. The Chief Executive Officer of Unit stepped down effective March 31, 2023, and Mr. Frohlich was appointed interim Chief Executive Officer of Unit effective April 1, 2023 until a new Chief Executive Officer is appointed. Mr. Frohlich continues to serve as a director, and receives no additional compensation above his board fees for serving as interim Chief Executive Officer. Mr. Frohlich undertook this appointment under the supervision of our chief compliance officer. Mr. Frohlich will continue to be subject to the supervision of our chief compliance officer to identify, prevent and mitigate any potential conflict of interest. Because of the Small Cap Funds’ ownership in Unit, we believe that Mr. Frohlich serving as Chief Executive Officer on an interim basis until a new Chief Executive Officer is appointed is consistent with the interests of our firm and its clients. In addition, because we believe Mr. Frohlich’s services as a director and as interim Chief Executive Officer of Unit are in the interests of the Small Cap Funds and its investors, we do not believe that Mr. Frohlich’s service with Unit will adversely affect the advisory relationship between Prescott and its clients. In addition, the Chief Investment Officer of the largest investor in our Small Cap Funds and Aggressive Mid Cap Fund resigned effective July 20, 2023. Prescott was appointed on an interim basis to advise on the investment activities of this investor until a new Chief Investment Officer is appointed. Prescott began managing an account of large cap investments for this investor in October 2024 along with an account of fixed income securities in October 2025. Prescott will have discretion over these accounts and may arrange or effect purchases and sales. All other investments of this investor larger than three million dollars must be approved by an outside investment committee and Prescott is not responsible for arranging or effecting any purchases or sales on behalf of this investor other than as described above. Prescott receives no compensation for these services, and we do not believe this service will adversely affect the advisory relationship between Prescott and its clients.

Mr. Frohlich also serves as the general partner of a limited liability company for which he receives no compensation, and we do not believe this service will adversely affect the advisory relationship between Prescott and its clients. No principal or employee of our firm shall serve on the board of directors or as an officer of any publicly traded company without prior authorization by the chief compliance officer who will base their approval on a determination that such service would be consistent with the interests of our firm and its clients. Where service is approved, our firm shall implement appropriate procedures to ensure all applicable provisions contained in our compliance manual and code of ethics are properly followed, in order to prevent any potential conflict of interest. More information is available on request.

We have no formal commission commitments. The vast majority of investment ideas result from in-house generated research for which we direct commissions on a "best execution" basis. To the extent investment ideas used by us originate from traditional brokerage research that we find of benefit, we may on occasion direct trades to that brokerage firm which may result in a higher commission rate than may be available from another firm. We do not have any formal arrangements, oral or written, with any brokers regarding specific or implied compensation for research and/or services. We may receive an economic benefit in the sense that we have access to research that we may deem to be of value from certain brokers. This may result in us executing trades through a broker at a rate that may not be the lowest available commission, but is consistent with our "best execution" standard (see above). In addition, we may be deemed to receive an economic benefit from certain custodial brokerage relationships that provide and maintain account transaction history and records for the specific assets held by the custodian in that account, which is typical of a standard brokerage/custodian relationship. Our firm does not recommend, request or require that our clients or any investors in our clients, direct us to execute transactions through a specified broker-dealer. We do not permit our client or any investor in our client to direct us to execute transactions through a specified broker-dealer.

Phil Frohlich, currently sits on the Board of Directors of Unit which is a portfolio company for the Small Cap Funds. For his services, Mr. Frohlich receives $75,000 cash compensation plus reimbursement for expenses incurred while attending stockholder, board, and committee meetings from Unit. The Small Cap Funds is the largest shareholder of Unit, and Unit is the largest investment of the Small Cap Funds. As a result, the firm has concluded that having Mr. Frohlich serve as a director to directly monitor Unit is in the interests of the firm’s clients and outweighs the risk of any potential conflict of interest. The Chief Executive Officer of Unit stepped down effective March 31, 2023, and Mr. Frohlich was appointed interim Chief Executive Officer of Unit effective April 1, 2023, until a new Chief Executive Officer is appointed. Mr. Frohlich continues to serve as a director, and receives no additional compensation above his board fees for serving as interim Chief Executive Officer. Mr. Frohlich undertook this appointment under the supervision of our chief compliance officer. Mr. Frohlich will continue to be subject to the supervision of our chief compliance officer to identify, prevent and mitigate any potential conflict of interest. Because of the Small Cap Funds’ ownership in Unit, we believe that Mr. Frohlich serving as Chief Executive Officer on an interim basis until a new Chief Executive Officer is appointed is consistent with the interests of our firm and its clients. In addition, because we believe Mr. Frohlich’s services as a director and as interim Chief Executive Officer are in the interests of the Small Cap Fund and its investors, we do not believe that Mr. Frohlich’s service with Unit will adversely affect the advisory relationship between Prescott and its clients. In addition, the Chief Investment Officer of the largest investor in our Small Cap Funds and Aggressive Mid Cap Fund resigned effective July 20, 2023. Prescott was appointed on an interim basis to advise on the investment activities of this investor until a new Chief Investment Officer is appointed. Prescott began managing an account of large cap investments for this investor in October 2024 along with an account of fixed income securities in October 2025. Prescott will have discretion over these accounts and may arrange or effect purchases and sales. All other investments of this investor larger than three million dollars must be approved by an outside investment committee and Prescott is not responsible for arranging or effecting any purchases or sales on behalf of this investor other than as described above. Prescott receives no compensation for these services, and we do not believe this service will adversely affect the advisory relationship between Prescott and its clients.

No principal or employee of our firm shall serve on the board of directors or as an officer of any publicly traded company without prior authorization by the chief compliance officer who will base their approval on a determination that such service would be consistent with the interests of our firm and its clients. Where service is approved, our firm shall implement appropriate procedures to ensure all applicable provisions contained in our compliance manual and code of ethics are properly followed, in order to prevent any potential conflict of interest. More information is available on request.

In accordance with Rule 206(4)-2, we also (1) engage an outside auditor to audit our private fund clients at the end of each fiscal year and (2) distribute the results of the audit in audited financial statements that are prepared in accordance with generally accepted accounting principles to all investors in our private fund clients within 120 days after the end of the fiscal year. Finally, we receive monthly account statements from each qualified custodian on behalf of our private fund clients which we compare with our own records.

dollars must be approved by an outside investment committee and Prescott is not responsible for arranging or effecting any purchases or sales on behalf of this investor. Procedures for Assuming Authority Before accepting their subscriptions for interests, we provide all potential investors in our clients with a Private Placement Memorandum that sets forth, in detail, our investment strategy and program for the specific client. By completing our subscription documents to acquire an interest in one of our clients, investors give us complete authority to manage their investments in accordance with the Private Placement Memorandum they received.

We normally vote against poison pills, different classes of stock and other methods designed to insulate management from the desires of their shareholders. (A poison pill is a strategy that corporations use to discourage hostile takeovers by making their stock appear less attractive to potential acquirers.) We normally vote in accordance with actions taken to maximize the company's long-term value without regard to "social responsibility" issues, except to the extent that those issues may affect the long-term value of the business. Neither our private fund clients, nor investors in our clients, can direct us to vote client proxies in a certain manner. Upon request, our private fund clients' investors can obtain (1) a copy of our proxy voting policies and procedures and (2) information concerning proxy votes on our clients' behalf.

We maintain the following records relating to proxy voting in our office:

Copies of our proxy voting policies and procedures and any amendments.

Proxy statements received for clients’ securities.

Records of proxy votes cast on behalf of our clients.

We receive all our private fund clients' proxies and have the authority to vote on our private fund clients' proxies. We do not receive or vote on proxies on behalf of our charitable organization client.