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1 Main Capital Management, LLC: investment adviser

1 Main Capital Management, LLC is an investment adviser registered with the SEC (file 801-136410, CRD 328626). What it reports on Form ADV: assets and clients, fees, owners, disciplinary history and its client brochure. From the SEC's Investment Adviser Public Disclosure site; read Oct 21, 2026.

Assets managed
$118.7M
Discretionary
100%
Accounts
4
Employees
2
In advisory roles
2
Disclosures
0

Company page · SEC adviser record · Full Form ADV (PDF)

The firm reports that it or a related person has custody of client cash and securities.

Form ADV Part 1A, Item 5, as filed on the SEC Investment Adviser Public Disclosure site; read Oct 21, 2026.

Clients and fees

Whom the firm advises and how it is paid, from Items 5.D, 5.E and 5.G.

Client typeClientsAssetsShare
Private funds and other pooled vehicles3$98.6M83.1%

How it is paid

  • A percentage of assets under your management
  • Performance-based fees

Services

  • Portfolio management for pooled investment vehicles (other than investment companies)

Who owns it

Schedule A lists direct owners of 5% or more (and officers who own a stake); Schedule B lists the owners of those owners.

Direct owners (Schedule A)

OwnerTypeRoleStakeSinceControlPublic company
Yaron N NaymarkPersonManagingE 75% or moreJan 2018Yes

Form ADV reports ownership in bands, not exact stakes: A means 5% to 10%, B 10% to 25%, C 25% to 50%, D 50% to 75%, E 75% or more. F marks a general partner, trustee or managing member, a role that controls the firm without a percentage. Owners of less than 5% are not listed.

Form ADV Schedules A and B, via the SEC Investment Adviser Public Disclosure site.

Disciplinary history

The firm answered No to every disciplinary question on Form ADV (Item 11).

The brochure

Form ADV Part 2A: the plain-language document an adviser must give its clients. Each item is shown as filed; open an item to read all of it.

1 Main Part 2A, filed Sep 18, 2026. Brochure PDF. Items: 4 · 5 · 6 · 7 · 8 · 9 · 10 · 11 · 12 · 13 · 14 · 15 · 16 · 17 · 18

Item 4. Advisory business

1 Main Capital Management, LLC (hereinafter “1 Main”, “we”, “us”, “our” or the “Firm”) is organized as a Delaware limited liability company formed in 2018 with a principal place of business in Aventura, Florida. Yaron Naymark is the Managing Member (the “Managing Member”) of 1 Main Capital. 1 Main provides investment advisory services to and manages 1 Main Capital Partners, L.P. (the “Master Fund”) and 1 Main Capital Partners, LTD. (the “Offshore Feeder Fund”), collectively, the “Funds”. 1 Main also provides investment advisory services to Separately Managed Account(s) (“SMA” or collectively “SMAs”). The Master Fund, the Offshore Feeder Fund, and SMA(s) are collectively referred to as the “Clients”.

Read the rest of Item 4 (76 more words)

1 Main Capital Management GP, LLC is the General Partner of 1 Main Capital Partners, L.P., and Yaron Naymark is its Managing Member. SMA advisory services are tailored to the client objectives, guidelines and restrictions, and SMA clients may impose reasonable investment restrictions. We do not currently participate in any Wrap Fee Programs. As of July 31st, 2026, we managed Regulatory Assets under Management (“RAUM”) of $118,672,720, all of which is managed on a discretionary basis.

Item 5. Fees and compensation

Fees and compensation are described in the advisory contracts we enter into with each Client, as well as in the applicable offering documents for each Client. All of our Investors are “accredited investors” (as defined in Rule 501(a) of Regulation D under the Securities Act, as amended. A brief summary of such fees is provided below. All fees are paid for by the Client, either by being deducted from the Client’s assets or as a separate invoice. Persons reviewing this Brochure should not construe this as an offering of the Funds described herein, which will only be made pursuant to the delivery of Offering Documents to prospective investors.

Read the rest of Item 5 (898 more words)

Management Fee The Management Fee will be payable quarterly in advance and calculated based on the balance in each Limited Partner’s Capital Account as of the beginning of each calendar quarter, in an amount equal to .25% to 0.375% (1-1.5% annualized) of the balance in each Limited Partner’s Capital Account at the beginning of each calendar quarter (computed prior to the accrual of any Performance Allocation during a calendar year), or in such other percentage or amount as may be (i) set forth in any amendment hereto as applicable to any particular series, class, or sub-series of interest or (ii) agreed to between the Investment Manager and any Limited Partner in a subscription agreement or otherwise. The Investment Manager, in its sole discretion, may waive, reduce or rebate the Management Fee to be paid to the Investment Manager by the Partnership with respect to the Capital Account of any Limited Partner, provided, however, that, no such waiver, reduction or rebate will adversely impact any other Limited Partner or cause them to bear a higher portion of the Management Fee than they would bear absent such waiver, reduction or rebate. The Management Fee shall be calculated, due and payable at the beginning of each calendar quarter and shall be an expense of the Partnership in determining Net Operating Profit and Net Operating Loss, which expense shall be debited against the Capital Accounts of the Limited Partners. The Capital Account of a Limited Partner admitted to the Partnership other than on the first day of a calendar quarter or of a Limited Partner that makes an Additional Capital Contribution on a day other than the first day of a calendar quarter will be subject to a pro rata portion of the Management Fee paid for such quarter based on the actual number of days remaining in such partial quarter. A Limited Partner who withdraws at any time other than at the end of a quarter shall not be reimbursed

the portion of the Management Fee in relation to the withdrawn interests attributable to the period from the date of such withdrawal to the end of such quarter. The fair value of any Designated Investment in the Designated Investment Account maintained for a Limited Partner shall be included in the value of a Limited Partner’s Capital Account for purposes of determining the amount of the Management Fee payable with respect to such Limited Partner. Performance Allocation With respect to each Limited Partner, at the close of each Complete Valuation Period, the General Partner shall be allocated up to twenty percent (20%) of the excess, if any, of such Limited Partner’s aggregate Preliminary Profit Allocation for such Complete Valuation Period (including the Preliminary Profit Allocations of Interim Valuation Periods within that Complete Valuation Period less any Net Losses, if any, incurred for any Interim Valuation Periods during such Complete Valuation Period) over any unrecovered balance remaining in the Loss Recovery Account (defined below) maintained on the books and records of the Partnership, subject to a five percent (5%) annual hurdle rate (the “Performance Allocation”). The hurdle rate is not cumulative and shall reset at the beginning of each Complete Valuation Period. Separately Managed Accounts Subject to the terms of the relevant investment management agreement or other governing documents of a SMA Client, the Firm will receive an Annual Management Fee of 1.25%, calculated on quarterend NAV and billed quarterly in arrears, and Performance Fee of 15% above a 5% noncumulative hurdle with loss carryforward/high-water mark. If the SMA terminates without a specified Termination Event before the first anniversary, it will owe four additional quarters of management fees based on termination date NAV. Expenses for SMAs are subject to negotiation and established pursuant to each Client’s applicable governing documents. For SMAs, such expenses may include taxes and governmental charges, regulatory and other reporting expenses relating to the account, custody and banking fees, legal and professional fees, independent verification and public accounting expenses, administrative and recordkeeping expenses, indemnification-related expenses, and brokerage commissions and other transaction-related costs. 1 Main will bear its own overhead expenses incurred in providing investment advisory services. If an expense is incurred jointly on behalf of a 1 Main Client and one or more other Clients, the expense generally will be allocated among the applicable Clients pro rata based on their respective assets under management, unless 1 Main reasonably determines that another allocation method would be fair and equitable. If an expense may not be allocated to a Client because of the terms governing that relationship, or if 1 Main elects not to allocate the expense to that Client (an “Ineligible Client”), the expense will be allocated among the Clients eligible to bear it (the “Eligible Clients”) in accordance with their governing documents; provided that no Eligible Client will bear more than its appropriate share, and 1 Main will bear the portion otherwise attributable to the Ineligible Client. 1 Main may, in its sole discretion, bear any Client expense described above. If 1 Main does so, it is not obligated to continue bearing that expense and may subsequently require the applicable Client to bear it to the extent permitted by the Client’s governing documents. If 1 Main pays a Client expense, other than its own applicable share, the Client will reimburse 1 Main, as applicable. Information regarding brokerage commissions charged to Client accounts and soft-dollar arrangements is provided in Item 12.

Item 6. Performance-based fees and side-by-side management

1 Main discusses its performance-based fees in Item 5 above. There are no accounts that are charged only a management fee. For more detailed information, investors should refer to the applicable private placement memorandum and other offering documents provided to them for additional information. . 1 Main may manage or advise on accounts that are billed on performance-based fees (a share of capital gains or capital appreciation of the assets of a client) and may manage accounts that are charged on an asset base only. In addition, certain client accounts may have higher asset-based fees or more favourable performance-based compensation arrangements than other accounts.

Read the rest of Item 6 (101 more words)

1 Main has an incentive to dispose of a Client’s investments at a time and in a sequence that would generate the most performance-based compensation, even if it would not be in the Client’s interest to dispose of the investments in that manner. In order to address the potential conflict of interest associated with side-by-side management of Client with differing performance-based compensation rates, 1 Main maintains a policy and has implemented procedures designed to prevent this conflict from influencing the allocation of investment opportunities among Clients .Please refer to Item 12 for a more detailed description of 1 Main’s allocation policy.

Item 7. Types of clients

1 Main provides advisory services to pooled investment vehicles and separately managed accounts. Our clients are the Clients, as described in Item 4 above, and the Clients are generally open to, among others, institutions, pension plans, endowments, high net-worth individuals, financially sophisticated individuals, and other sophisticated investors. The Firm currently provides discretionary SMA services to a tax-exempt institutional client. Minimum investment requirements applicable to investors in the Clients are set forth in the applicable offering documents. Minimum account sizes for SMAs are negotiated and may vary depending on factors such as the proposed account size, investment strategy, services required and other relevant circumstances. The Firm may agree to a different minimum for other SMA clients.

Item 8. Methods of analysis, investment strategies and risk of loss

The Partnership’s investment objective is to generate long-term capital appreciation of the Partnership’s assets, while minimizing the risk of permanent capital impairment. Assets of the Partnership will be deployed into a portfolio of attractively priced publicly traded securities. The Partnership plans to invest primarily in U.S. equity securities, both through long and short positions. The Investment Manager believes that the value of a business or asset will ultimately be determined by the future cash flows that it will generate, and that the value of an enterprise’s equity security is impacted by how its cash flow is re-deployed over time for the benefit of its shareholders.

Read the rest of Item 8 (490 more words)

Given this view, the Investment Manager will seek to find situations where: (i) the long-term prospects of a business or equity security are underappreciated or misunderstood by other investors (collectively, the market); (ii) the business and/or natural investor base of a security are undergoing an element of change or temporary dislocation that will cause investors to re-value the security in the near term. Investing in securities involves risk of loss, including the possible loss of principal, which clients should be prepared to bear. The investment methodology of the Investment Manager will consist of three key activities: (1) idea generation, (2) investment evaluation and (3) investment monitoring. The Investment Manager plans to use portfolio construction as a tool to manage risk as well as enhance 2 the overall investment performance of the Partnership. In doing so, the Investment Manager will consider all of the following: (i) the long term prospects of a business or equity security are underappreciated or misunderstood by other investors (collectively, the market), and (ii) the business and/or natural investor base of a security

are undergoing an element of change or temporary dislocation that will cause investors to re-value the security in the near term. The Investment Manager will construct the Partnership’s portfolio utilizing the following criteria: (i) Diversification: 20 to 40 fundamental positions, (ii) Liquidity: expecting to enter and exit typical investments within 10 trading days without impacting the market price of security, (iii) Target Position Size: 2% to 15% of the portfolio, at market, depending on attractiveness of the opportunity (valuation, downside risk, timing of events and catalysts that are expected to narrow dislocation), (iv) Size Limit: 20% of portfolio at market, (v) Maximum Expected Loss from individual positions: 5% of AUM, (vi) Target Gross Exposure: 100% to 200% and (vii) Target Net Exposure: 50% to 100%, depending on market environment, with index/ETF shorts used to augment single-name short portfolio when necessary. The Investment Manager will seek to minimize exposure of the Partnership to tail risks through the purchase of insurance-like hedges, when appropriate and will focus on understanding and seeking to avoid factor and correlation risks in the portfolio. Separately Managed Accounts 1 Main also manages a separately managed account using an investment strategy intended to substantially replicate the strategy employed for the Master Fund, subject to the account’s investment objectives, guidelines and restrictions. The SMA is intended to be managed pari passu to the fund, though there may be material differences given liquidity constraints and restricted holdings. Under the current SMA arrangement, the account generally may not invest in restricted or illiquid securities without the client’s prior written consent or use borrowing or leverage, other than through defined-risk option spreads and fully cash-secured short puts. Accordingly, the SMA’s holdings, exposures and performance may differ materially from those of the Master Fund, and there can be no assurance that the SMA will achieve its investment objective or performance comparable to that of the Master Fund.

Item 9. Disciplinary information

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

Item 10. Other financial industry activities and affiliations

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

Item 11. Code of ethics, participation in client transactions and personal trading

Code of Ethics 1 Main has adopted a “Code of Ethics” that establishes the high standard of conduct that we expect of our employees and procedures regarding our employees’ personal trading of securities. Our employees are required to certify their adherence to the terms set forth in the Code of Ethics upon commencement of employment and annually thereafter. Employees also are required to provide quarterly certifications of compliance with certain Code of Ethics provisions. The foundation of our Code of Ethics is based upon the following underlying fiduciary principles:

Employees must at all times place the interests of the Clients and Investors first;

Employees must ensure that all personal securities transactions are conducted consistent with the Code of Ethics’ Employee Personal Investment Policy (described below); and

Read the rest of Item 11 (158 more words)

Employees should not take inappropriate advantage of their position at the Firm.

Employees are permitted to maintain personal brokerage accounts for the purpose of trading “Reportable Securities” (as defined in the Code of Ethics, and which includes a wide variety of investments such as stocks, bonds, fixed income, options, warrants, futures, and derivatives). Employees are required to receive pre-approval from the CCO prior to trading in any security the Client may trade on, including all securities and American Depository Receipts (“ADRs”) listed on the United States Stock Exchange. Employees are also prohibited from personally, or on behalf of a Client, purchasing or selling securities that appear on the Firm’s Restricted List. Employees must obtain pre-approval from the CCO before: (i) engaging in any outside business activities; (ii) making any private investments; or (iii) participating in Initial Public Offerings (“IPOs”) We will provide a copy of our Code of Ethics to our Investors, or any prospective investor, upon request.

Item 12. Brokerage practices

1 Main is authorized to determine the broker-dealer to be used for executing securities transaction for the Clients. In selecting broker-dealers to execute transactions, we do not need to solicit competitive bids and do not have an obligation to seek the lowest available commission cost. It is not our practice to negotiate “execution only” commission rates; therefore, the Clients may be deemed to be paying for research, brokerage or other services provided by the broker which are included in the commission rate. We shall also have the authority to select and appoint custodians of the assets of the Funds. The Firm’s authority is limited by its own internal policies and procedures and each Fund’s investment guidelines.

Read the rest of Item 12 (697 more words)

Under the Firm’s current SMA arrangement, the client selects the custodian or brokerage firm at which the SMA is maintained. Unless the SMA client specifically directs 1 Main to use a particular executing broker-dealer, 1 Main selects the broker-dealers that execute transactions for the SMA. Such directions may limit 1 Main’s ability to select broker-dealers, negotiate commission rates, aggregate the SMA’s orders with orders for other Clients, obtain volume discounts or otherwise obtain the most favorable execution available. As a result, a directed SMA may pay higher commissions or other transaction costs, receive less favorable prices, experience execution delays or execute transactions at different times or prices than other Clients trading in the same securities. 1 Main will seek best execution within the limitations imposed by the client’s direction but cannot assure that a directed SMA will receive execution as favorable as it might have received without the direction. These additional costs and execution differences may adversely affect the SMA’s investment performance. Brokerage commissions and other transaction-related costs are borne by the applicable Client.Best Execution In selecting an appropriate broker-dealer to effect a client trade, we seek to obtain “Best Execution,” meaning generally the execution of a securities transaction for a client in such a manner that a client’s total costs or proceeds in the transaction are most favorable under the circumstances. Accordingly, in seeking Best Execution, we will take into consideration the price of a security offered by the brokerdealer, as well as a broker-dealers’ full range and quality of their services including, among other things, their facilities, reliability and financial responsibility, execution capability, commission rates, responsiveness to us, brokerage and research services provided to us (for example, research ideas, analysis, and investment strategies), special execution and block positioning capabilities, clearance, and settlement and custodial services. Under the current SMA agreement, 1 Main provides the client annually with a list of commissions and other compensation paid to broker-dealers in connection with transactions for the SMA. Soft Dollars The Firm may use “Soft Dollars”. In such cases, Soft Dollar credits, generated by the Client’s trading activities, would be used to purchase brokerage and research services or products that would otherwise

have been Client expense. We intend to keep any such arrangements within the parameters of the safe harbor of Section 28(e) of the Exchange Act. Neither 1 Main nor any related person receives client referrals from any broker-dealer or third party. However, subject to best execution, we may consider, among other things, capital introduction and marketing assistance with respect to Investors in the Clients in selecting or recommending brokerdealers for the Clients. The provision by a broker of research and other services and property to us creates an incentive for us to select such broker since we would not have to pay for such research and other services and property as opposed to solely seeking the most favorable execution for a client. Any research, services or property provided by a broker may benefit any client and such benefits may not be proportionate to commission dollars related to the provision of such research, services or property. SMA-generated commissions may be used for soft-dollar services benefitting other accounts. 1 Main maintains records of its soft-dollar arrangements and evaluates the reasonableness of commissions in light of the brokerage and research services received. Upon request, 1 Main will provide the current SMA client with a summary of the soft-dollar arrangements and services attributable to the SMA. Trade Aggregation 1 Main’s “Trade Aggregation Policy” provides that, for multiple client accounts, the Firm will aggregate trades only in accordance with regulatory guidance. In addition, trades should only be aggregated if by doing so the Firm is facilitating Best Execution, including negotiating more favorable prices, obtaining more timely or equitable execution, or reducing overall commission charges. 2055 Partners L.P. is maintained separately from the Master Fund and is managed on a pari passu basis with the Master Fund, subject to their respective governing documents. The SMA is intended to be managed on a pari passu basis with the Master Fund, though holdings, exposures, transaction timing and performance may differ materially from those of the Master Fund due to liquidity constraints or restrictions on holdings.

Item 13. Review of accounts

Our Portfolio Manager and investment professionals continuously monitor and analyze the transactions, positions, and investment levels of the Client to ensure that they conform with the investment objectives and guidelines that are stated in the Client’s Offering Documents or Investment Management Agreements. In these reviews, the Firm pays particular attention to any changes in the investment’s fundamentals, overall risk management and changes in the markets that may affect price levels. Account Reporting We perform various periodic reviews of each client’s portfolio. Such reviews are conducted by our officers. We will distribute an audited financial report with respect to the previous fiscal year to all Investors within 120 days of fiscal year end.

Read the rest of Item 13 (47 more words)

We may also distribute monthly unaudited net asset value statements, quarter-end performance reports, and a quarterly investor letter to the Master and Feeder Clients, and we may also distribute daily unaudited net asset value statements, quarter-end performance reports, and a quarterly investor letter to the stand-alone vehicle.

Item 14. Client referrals and other compensation

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

Item 15. Custody

We are deemed to have custody of Funds funds and securities because we have the authority to obtain Funds funds or securities, for example, by deducting advisory fees from a Funds's account or otherwise withdrawing funds from a Funds's account. Account statements related to the Funds are sent by qualified custodians to 1 Main. We comply with Rule 206(4)-2 of the Investment Advisers Act of 1940, as amended (the “Advisers Act”) (i.e., the ”custody rule”) by meeting the conditions of the pooled vehicle annual audit approach.

Read the rest of Item 15 (161 more words)

Upon completion of the relevant Fund’s annual audit by an independent auditor that is registered with, and subject to inspection by, the Public Company Accounting Oversight Board (PCAOB), we will distribute the Fund’s audited financials to Investors within 120 days of such Fund’s fiscal year end. Assets of separately managed account clients are maintained in the clients’ names with qualified custodians selected by the clients. Although 1 Main has discretionary authority to trade securities in these accounts, 1 Main does not take possession of SMA assets or have authority to withdraw or transfer those assets, including to pay its advisory fees. Instead, 1 Main invoices SMA clients for its fees. The qualified custodian sends account statements directly to each SMA client at least monthly, consistent with the Investment Management Agreement. SMA clients should carefully review these statements and compare them with any account reports received from 1 Main. Clients should promptly report any discrepancies to 1 Main and the qualified custodian.

Item 16. Investment discretion

We have full discretionary investment authority with respect to theClients, 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. SMA discretion is granted through the relevant Investment Management Agreement In regard to the SMA, the Firm may not purchase or otherwise acquire restricted or Illiquid Securities or use leverage, borrowing, margin, repos, or lending for the account without client’s prior written consent, where “Illiquid Securities” is defined as any Security for which no bid and ask price has been reported on any regulated securities

Read the rest of Item 16 (38 more words)

market or Over-The-Counter market, whether in the United States or other jurisdiction, within the thirty (30) calendar days immediately preceding the date of determination. The Firm is permitted to use defined-risk option spreads and fully cash-secured short puts.

Item 17. Voting client securities

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

the impact on the returns to the underlying investment;

the attraction of additional capital to the underlying investment;

alignment of management’s interests with beneficial owners’ interests, including establishing appropriate incentives for management;

the costs associated with the proxy;

Read the rest of Item 17 (47 more words)

impact on redemption or withdrawal rights;

the continued or increased availability of portfolio information; and

industry and business practices.

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

Item 18. Financial information

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

Form ADV Part 2A, via the SEC Investment Adviser Public Disclosure site.