Form ADV Part 2A.

Cover page

Stratum Capital Management LLC, Firm Brochure (Form ADV Part 2A). This brochure provides information about the qualifications and business practices of Stratum Capital Management LLC. If you have any questions about the contents of this brochure, please contact us at ask@stratumcapitalclub.com. The information in this brochure has not been approved or verified by the United States Securities and Exchange Commission or by any state securities authority.

Registration as an investment adviser does not imply a certain level of skill or training.

Additional information about Stratum Capital Management LLC is available on the SEC's website at adviserinfo.sec.gov.

Material changes

This is the first edition of this brochure, dated October 2026. There are no material changes to report. Future editions will summarize material changes here so existing clients can find what is new without re-reading the whole document.

Table of contents

Advisory business · Fees and compensation · Performance-based fees · Types of clients · Methods of analysis, investment strategies, and risk of loss · Disciplinary information · Other financial industry activities and affiliations · Code of ethics · Brokerage practices · Review of accounts · Client referrals and other compensation · Custody · Investment discretion · Voting client securities · Financial information · Brochure supplement.

Advisory business

Stratum Capital Management LLC is a registered investment adviser organized as a Texas limited liability company. The firm was founded in 2026 and is wholly owned by its principal.

We provide discretionary investment management to individuals. Discretionary means we choose the investments and place the trades in your account, without asking you before each trade. Core is executed by written rule. Alpha is executed by our judgment under a written methodology.

We offer one portfolio, Stratum Capital, held at target weights of 30% Stratum Core and 70% Stratum Alpha. The portfolio is the same for every client. It is not adjusted to the client, and we do not provide financial planning.

Core is a rules-based, long-only portfolio of large, profitable, dividend-paying US companies outside the financial and technology sectors. A fixed quantitative screen decides which companies qualify. Core is rebuilt from zero at each quarter-end, weighted inversely to each company’s volatility, and executed at the next trading day’s close. A drawdown brake halves its exposure when Core falls a set amount from its own peak. Core has no minimum or maximum number of holdings. It can hold a single company, and if no company qualifies it holds cash.

Alpha is a long-only equity portfolio built on judgment. Each January we liquidate the prior portfolio and rebuild it from a blank page. For every candidate we write a thesis, trace who ultimately pays for the demand, and record a verdict. Positions are sized by scores we assign. Each quarter we review every holding against its written thesis and act at the next market open. Alpha has no cap on the size of a position and no set number of positions.

We do not offer proprietary products, and we do not limit our advice to a menu of funds. We do not provide legal, tax, or accounting advice; we encourage clients to consult their own professionals on those matters.

As of the date of this brochure, the firm manages no client assets. This brochure is published before the firm’s first client accounts open.

Fees and compensation

We charge one fee: an asset-based management fee, calculated as a percentage of the assets we manage for you. The schedule is the same everywhere it appears, here, on our fees page, and in your advisory agreement.

Stratum Capital: 1.00% per year on all assets.

Fees are billed quarterly in arrears, based on the market value of assets under management at quarter end.

Partial quarters are pro-rated by days under management.

Fees are deducted directly from your custodial account. You authorize this deduction in the advisory agreement.

We charge no performance-based fees. We charge no commissions.

Custodial and brokerage expenses are separate and appear on your custodial statements. They are not our fees.

Either party may terminate the agreement as described in the advisory agreement. Fees for a final partial quarter are pro-rated and any unearned prepaid fee is refunded.

You will also bear charges imposed by third parties that are not our fees: custodial fees, brokerage commissions or transaction charges, and any fund expenses. These appear on your custodial statements.

Performance-based fees and side-by-side management

We do not charge performance-based fees. No client pays us a share of gains, and we do not manage any account on different economic terms that would create an incentive to favor one client over another.

Types of clients

We serve individuals, including trusts and individual retirement accounts where the individual is the decision-maker. We do not currently serve institutions, pension plans, or pooled vehicles.

Every applicant answers a set of fit questions covering the purpose of the money, time horizon, share of net worth, cash reserve, expected withdrawals, reaction to a large decline, comfort with concentration, investing experience and account type. A person at the firm reviews every application, records the decision and the reason, and accepts or declines it. The questions do not decide the outcome on their own. We do not accept an applicant for whom the portfolio is not suitable. Each year we ask clients to confirm that their profile is unchanged, and we ask them to tell us sooner if their circumstances change.

Methods of analysis, investment strategies, and risk of loss

Core. Core is a measurement process with no forecasting and no discretion. Each quarter-end it reads trailing financial statements, prices and ownership data, applies a fixed screen, and rebuilds the portfolio from the companies that qualify. It weights them so that each holding contributes about the same share of the portfolio’s fluctuation. If the portfolio falls a set amount from its own peak within a cycle, the brake sells half of every position at the next trading day’s close. The rules are written down and are not changed in response to a result.

Alpha. Alpha begins with a structural question: where is real innovation happening, what is preventing it from scaling, and which public company can turn that constraint into lasting economics. We map each innovation into its working pieces, find the binding constraint in each, and select companies that both solve the constraint and keep the economics. We trace demand to its final payer and assign a verdict. We size positions by scores. We use only information dated on or before the evidence cutoff, and we record the sources and reasons before trading. Alpha depends on our judgment of that evidence, and our judgment can be wrong.

Data. Both methodologies use financial statements, filings and market data, some of which we obtain from third-party providers. Core reads ownership information from regulatory filings, and we use an aggregate of that information from a third-party screen. These sources can contain errors, be delayed or become unavailable.

What we do not do: we do not use leverage in client accounts, we do not sell short, and we do not trade options.

Risk of loss. Investing in securities involves risk of loss, including loss of principal. Past performance does not guarantee future results. You can lose a large part, or all, of the money you invest. The material risks of the portfolio are these.

Market risk. The value of equity securities moves with the market. Broad declines will affect both Core and Alpha.

Concentration risk. Alpha is 70% of the portfolio and has no cap on the size of a position and no set number of positions, so a single company can account for a large part of the whole account. Core has no minimum number of holdings. It can hold one company, or be entirely in cash. The portfolio can fall more than a diversified portfolio, and one company can drive its results.

Lag in strong markets. Core is designed to limit the depth of declines, and it is expected to lag growth-led markets. Alpha can also lag. The portfolio can trail the broad market for long periods.

Brake risk. Core’s drawdown brake acts after a decline has occurred. It can sell at low prices and then miss a recovery. It does not prevent losses.

Judgment risk. Alpha is 70% of the portfolio, so most of the account depends on written theses, scores and verdicts that we produce. We can misjudge a company, a constraint, or who pays for demand, and the price can fall and stay down.

Data risk. Errors, delays or gaps in third-party data can cause us to include, exclude or size a holding wrongly, including in rules-based Core.

Turnover and tax. Core is rebuilt each quarter, and Alpha is liquidated and rebuilt each January. Because Alpha is 70% of the portfolio, the January rebuild realizes gains and losses on most of the account every year. The portfolio therefore generates high turnover. In a taxable account it realizes gains and losses every year, and gains on positions held a year or less are generally taxed at ordinary income rates. Taxes reduce the amount you keep. Trading costs also reduce returns. We do not provide tax advice. Consult your tax adviser.

Business risk. The companies we own can suffer operational, competitive or financial setbacks. Liquidity risk. In stressed markets, selling a position may mean accepting a worse price. Currency and geopolitical risk applies to any company with non-US operations.

We cannot eliminate these risks. You should invest only money you can leave invested through full market cycles, and you should not need it for expenses within the next several years.

Disciplinary information

Neither the firm nor its principal has been subject to any legal or disciplinary event that we are required to disclose. The answer is: none.

Other financial industry activities and affiliations

The firm has no other financial industry activities and no affiliations to disclose. We are not a broker-dealer, we are not affiliated with one, we do not sell insurance, and our principal holds no outside financial-industry position.

We receive no compensation from any third party for recommending any investment, custodian, or product.

Code of ethics, participation or interest in client transactions, and personal trading

We maintain a written Code of Ethics. Its core rules: the client’s interest comes first; personal trading by the firm’s personnel must not conflict with client interests; material nonpublic information is never used; gifts and entertainment that could influence judgment are restricted.

Our personnel may invest personally in the same securities the firm buys for clients. This is a conflict of interest: a personal trade could, in principle, compete with or follow a client trade. We manage it through the Code of Ethics. When personnel do trade, client trades take priority, no personal trade may disadvantage a client trade, including through timing. A copy of the Code of Ethics is available to any client on request.

Brokerage practices

Client accounts are held at a qualified custodian, Interactive Brokers. We chose this custodian for execution quality, reporting, and cost to the client.

We do not receive soft dollars: no research, products, or services are paid for with client commissions. We receive no payment for order flow and no compensation from the custodian for directing client accounts there.

Where we manage multiple accounts in the same portfolio, trades are aggregated and allocated fairly. No client is systematically favored. Core trades execute at the next trading day’s close after a decision date. Alpha trades execute at the next market open after the evidence cutoff and the decision record are complete.

We seek best execution, the most favorable terms reasonably available under the circumstances, not merely the lowest commission.

Review of accounts

Core is rebuilt by rule at each quarter-end. Alpha is reviewed at each quarter-end: every holding is re-checked against its written thesis, and the review is recorded before any trade. Each January Alpha is liquidated and rebuilt from zero. The annual review covers the full account: allocation, fees paid, and whether the portfolio still fits the client’s situation. Each year we ask the client to confirm their profile.

Clients receive quarterly reports showing positions, transactions, and fees. Custodial statements arrive separately from the custodian, and we urge clients to compare the two.

Reviews are conducted by the firm’s principal. A material change in a client’s circumstances, which we ask clients to tell us about, triggers a review outside the regular schedule.

Client referrals and other compensation

We pay no referral fees and receive no referral compensation. No one is paid for sending us clients, and we are paid by no one except our clients, through the advisory fee.

Custody

We do not hold client funds or securities directly. All assets are held at the qualified custodian in the client’s own account, in the client’s name.

Our fee is deducted from the custodial account under the client’s written authorization in the advisory agreement. Because we deduct fees, regulators consider us to have limited custody, which is why this section exists, but your assets remain at the custodian, not with us.

Investment discretion

Clients grant us discretionary authority in the advisory agreement. We decide which securities to buy and sell, in what amounts, and when, within the Stratum Capital portfolio. Core trades follow written rules. Alpha trades follow our judgment under the written methodology.

The portfolio is the same for every client. We do not accept client-specific restrictions, instructions to approve each transaction, or instructions to day-trade the account. A client who needs those arrangements is not a fit for the portfolio.

Voting client securities

We vote proxies for the securities we manage, in the client’s best interest, following written proxy voting policies. Clients may request our policies and their voting record at any time. A client may direct us in writing not to vote their proxies, in which case the client retains that responsibility.

Financial information

We require no prepayment of fees more than six months in advance, we have no financial condition that would impair our ability to serve clients, and we have never been the subject of a bankruptcy proceeding. There is nothing to disclose under this item.

Brochure supplement

The brochure supplement (Form ADV Part 2B) for the firm’s principal, education, business background, and any disciplinary history, is available on request and is delivered to clients before or at the time they enter the advisory agreement.

Questions

Stratum Capital Management LLC is registered in Texas. Write to us at ask@stratumcapitalclub.com.