PARAGON CAPITAL MANAGEMENT

Paragon Capital Management, Ltd. 999 18th Street, Suite 1401 Denver, CO 80202 303-293-3680 www.paragoncapitalco.com CRD# 105147 March 11, 2025 This Firm brochure is Part 2A of Form ADV a regulatory filing required by the Securities and Exchange Commission (SEC). This brochure provides information about the qualifications and business practices of Paragon Capital Management. If you have any questions about the contents of this brochure, please contact us at 303-293-3680. 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. Additional information about Paragon Capital Management is available on the SEC's website at www.adviserinfo.sec.gov.  ITEM 2 - Material Changes  Paragon no longer pays a flat fee to a third party (SmartAsset) to provide referrals. Client Referrals and Other Compensation, page 17, has been amended to reflect that we do not receive any compensation from any third-party in connection with services provided to our clients.  Effective July 1, 2025, equity products replicating broad market indices will be included as assets under management for purposes of calculating investment advisory fees.  Effective July 1, 2025, Schwab's position traded money market funds for clients before December 2022 will be treated as an asset class and billed annually at 25 basis points. For all clients, Schwab's bank sweep cash will not be included in any AUM calculation. 2  ITEM 3 - Table of Contents ITEM 2 - Material Changes ................................................................................................ 2 ITEM 3 - Table of Contents ................................................................................................ 3 ITEM 4 - Advisory Business .............................................................................................. 4 ITEM 5 - Fees and Compensation ...................................................................................... 8 ITEM 6 - Performance-Based Fees and Side-By-Side Management ................................. 9 ITEM 7 - Types of Clients .................................................................................................. 9 ITEM 8 - Methods of Analysis, Investment Strategies and Risk of Loss ......................... 10 ITEM 9 - Disciplinary Information ................................................................................... 13 ITEM 10 - Other Financial Industry Activities and Affiliations ...................................... 13 ITEM 11 - Code of Ethics, Participation or Interest in Client Transactions and Personal Trading .............................................................................................................................. 14 ITEM 12 - Brokerage Practices ........................................................................................ 14 ITEM 13 - Review of Accounts ........................................................................................ 14 ITEM 14 - Client Referrals and Other Compensation ...................................................... 17 ITEM 15 - Custody ........................................................................................................... 17 ITEM 16 - Investment Discretion ..................................................................................... 17 ITEM 17 - Voting Client Securities .................................................................................. 18 ITEM 18 - Financial Information ..................................................................................... 19 3  ITEM 4 - Advisory Business Paragon Capital Management is a boutique, fee-only fiduciary financial advisory firm based in Denver, Colorado, founded in 1990. We currently manage $1.2 billion in assets for 180 families, prioritizing personalized service and long-term client relationships. Our firm specializes in financial planning, investment management, and tax-efficient strategies for high-net-worth individuals, families, and executives. As an advisor-owned firm, we emphasize integrity, innovation, and teamwork. Philosophy Objective Advice Our fundamental goal is to provide high-quality, objective advice. We do not receive commissions that might influence our recommendations. We do not offer other services that might affect our advice. For example, if we were in the trust management business, we might recommend more trusts. Similarly, we do not receive any fees for referring business to other professionals, which might lead us to recommend those professionals over other providers. Open Platform We strive to find investments that meet our Client's goals and our strategies regardless of how or where they are offered or available. We are not limited by the investments available at any one brokerage firm or custodian. Thus, while most of our Client's assets are custodied at Schwab, we buy and sell municipal bonds through several other brokers. Integrated Analysis We consider your entire portfolio when planning and making investment decisions. Therefore, we incorporate investments that we do not supervise in our analyses. In addition, we factor in liquidity, time horizon, taxes, regulatory, and legal factors in the process of structuring a portfolio. For example, the time horizon and tax treatment of a trust, a deferred compensation plan, or a retirement account may make an investment compelling in one account and inappropriate in another. 4  Services Paragon Capital Management provides clients with financial planning, investment advice, and investment management services. Financial Planning Financial planning services range from the simple to the complex, from a tax forecast or mortgage analysis to how to manage stock options and concentrated stock positions. Our core financial planning services include the following:  Analysis and planning for retirement  Estate planning, including taxes, trusts, and gifting  Income taxes  Employee benefits, stock options, and compensation contracts  Concentrated stock positions  Life insurance  Asset protection and risk management strategies  Financing  Educational funding Investment Management Clients work with us under the following arrangements: Discretionary – Under a discretionary arrangement, the Client grants Paragon Capital Management discretion and authority under a limited power of attorney to manage and invest their accounts according to established objectives and guidelines. Non-discretionary – Under a non-discretionary arrangement, the Client either implements Paragon Capital Management's advice or Paragon Capital Management makes transactions on behalf of the Client but only on a limited basis or after reviewing recommended transactions with the Client. Non-discretionary clients will generally be unable to participate in trades and opportunities in the same time frame as discretionary clients. We customize our investment strategies to our Clients' objectives using individual stocks, bonds, mutual funds, and exchange-traded funds. We also may invest in hedge funds, alternative assets, and investment partnerships that pursue various investment strategies. Process In our initial meeting, we determine a client's goals and concerns. We then compile information on their assets, investments, liabilities, income, and expenses. With this 5  information and personal documents, including insurance policies, wills, benefit plans, tax returns, etc., we build a preliminary picture of their financial situation and how we expect assets and income to change over time. We then meet with the Client to review these projections and the underlying assumptions and information. Then, we revise these assumptions and forecasts as necessary. Next, we develop an investment plan to achieve goals and invest capital, considering different accounts, taxes, time horizons, and other factors. Finally, an investment policy statement articulates the guidelines for implementing the plan. Retirement Rollover Recommendations When we provide investment advice to you regarding your retirement plan account or individual retirement account, we are fiduciaries within the meaning of Title I of the Employee Retirement Income Security Act of 1974, as amended ("ERISA") and/or the Internal Revenue Code (the "Code"), as applicable, which are laws governing retirement accounts. The way we make money creates some conflicts with your interests, so we operate under a special rule that requires us to act in your best interest and not put our interests ahead of yours. Under this special rule's provisions, we must: • Meet a professional standard of care when making investment recommendations (give prudent advice); • Never put our financial interests ahead of yours when making recommendations (give loyal advice); • Avoid misleading statements about conflicts of interest, fees, and investments; • Follow policies and procedures designed to ensure that we give advice that is in your best interest; • Charge no more than is reasonable for our services; and • Give you basic information about conflicts of interest. When providing recommendations to retirement plan accounts involving rollover considerations, there are generally four options regarding an existing retirement plan account. An employee may use a combination of those options, such as; (i) leave the funds in the former employer's plan, if permitted, (ii) roll over the funds to a new employer's plan, if one is available and rollovers are permitted, (iii) roll over to an Individual Retirement Account ("IRA"), or (iv) cash out the account value (which could, depending upon the individual's age, result in adverse tax consequences). If your designated investment adviser representative recommends that you rollover your retirement plan assets into an account to be managed by our firm, such a recommendation creates a conflict of interest insofar as we will earn an advisory fee on the rolled over assets. You are under no obligation to roll over retirement plan assets to an account managed by us. 6  Client Assets Managed As of December 31, 2024, we managed $1,117,726,000 of client assets on a discretionary basis and $131,428,000 on a non-discretionary basis. 7  ITEM 5 - Fees and Compensation Fee Schedule Paragon Capital Management offers investment advisory services based on the value of your investment portfolio. The following rates apply: 0.90% of the account value of the first $1 million; 0.70% of the account value from $1 million to $5 million; 0.50% of account value from $5 million to $10 million; 0.35% of account value over $10 million. Other Billing Practices  Fees are billed quarterly in arrears.  We either deduct fees from client accounts or mail invoices. In both cases, we send an invoice for the amount that details how the invoice was calculated.  Financial planning services and investment advice are included in our investment advisory fees. We do not charge a separate fee for a financial plan or financial planning services, projections, or advice; thus, our fees and compensation are limited to our investment advisory fees. In cases where clients' funds are invested in mutual funds or (some) exchange-traded  funds, they will pay a direct fee to Paragon Capital Management and an indirect fee to the mutual fund. Although securities on which Paragon Capital Management offers advice may be subject to commissions and fees, we do not earn these fees or benefit from them in any way.  Some corporate clients are billed on a flat fee basis.  Grandfathered clients prior to December 2022 are billed at a formulaic scaling rate based on their total equity holdings, while fixed income and Schwab's position traded money market funds are billed at 0.25% annually.  Agreements with clients are non-assignable without the consent of the Client. Investment advisory services are subject to a minimum annual fee of $7,000.   Paragon Capital Management also offers investment and financial planning services at an hourly rate of $400 per hour.  Fees are negotiable and billing periods may vary. 8  Conflicts Commissions, flat fees, and asset-based fees all have drawbacks and may incentivize the RIA to favor certain investments or increase trading activity. We may be biased to invest more in stocks, since stocks provide higher fees for legacy clients. Asset based fees can lead to a focus on short-term performance, resulting in performance chasing. Also, performance comparisons represent a business risk associated with diverging from other advisors. We guard against these biases or conflicts by developing an investment policy incorporating your individual circumstances, personal goals, and constraints. Therefore, how we invest your money is driven by a collaborative analysis. Furthermore, since our service incorporates financial planning, the value and direction depends on developing a sensible plan you are committed to following. With a plan and a policy, you have a better chance of avoiding investment pitfalls. For example, the average investor has a tendency to get into the stock market or popular investments late and then to exit after they under- perform. Additional conflicts are addressed on page 14 and 15: Interest in Client Transactions, Personal Trading, and Brokerage Practices; and, page 18: Voting Client Securities. ITEM 6 - Performance-Based Fees and Side-By-Side Management We do not charge performance-based fees. Performance based fees take a share of capital gains on or capital appreciation of the assets of a client. However, we may recommend investments that contain performance fees. Performance based fees can create conflicts of interest that are disclosed in the placement memorandums for these investments. ITEM 7 - Types of Clients We provide investment advice to individuals, high-net worth individuals, families, small businesses, and foundations. We advise trusts and qualified retirement plans as part of our work with these individual clients. We generally require a minimum account size of $1,000,000 for our portfolio management services. However, we may waive this requirement at our discretion. 9  ITEM 8 - Methods of Analysis, Investment Strategies and Risk of Loss We use numerous data sources, research tools, and analytical approaches to evaluate investments and strategies. Asset Allocation We help our clients invest their portfolios across different asset classes and investments. A client's objectives and constraints combined with our expectations for returns and risk are the inputs for this decision process. We build our own models of Client's future finances as described under "Process" on page 6 and simulate different investment scenarios in order to help develop a client's allocation strategy. We also use the methods and strategies described below to develop our return and risk expectations as well as to develop specific investment strategies. Finally, we integrate the impact of taxes and other costs and the correlation of investment risk and returns into the allocation decision. Long-term Focus We analyze long-term returns, risk, value, trends, and patterns in different asset classes and markets to help us make allocation decisions. In this type of analysis, we consider fundamental variables such as sales, earnings, and dividends as well as their relationships to asset classes and different markets. Stock and bond market valuations can have long- term predictive value, which is an essential input in our decision process. Asset Class Comparisons We compare the relative movements, expectations, and valuations of different investment styles and market subsets such as small company stocks, foreign stocks, and domestic stocks. These groups of securities tend to move in and out of favor with investors, and, thus, can represent opportunities or risks to investors. For example, growth stocks went to extremes in valuation and out-performance compared to other groups of stocks during the technology bubble and then under-performed for most of the next cycle. Equity Management Our equity management approach emphasizes global diversification. We seek out strategies and market segments that offer good after-tax returns especially in relation to risks. We consider strategies based on style and stock market capitalization such as small cap value or large cap growth. We also evaluate strategies based on other factors and attributes such as quality, profitability, and dividend yield. We will use strategies based on the economic cycle such as emphasizing early or late cycle stocks. We will use different vehicles to implement these strategies such as mutual funds, exchange traded funds, separate accounts, hedge funds, or individual stocks or groups of stocks. 10  In-Depth Manager Analysis We analyze fund managers over long periods of time after making adjustments to better evaluate their performance. We cast a large net by using a variety of databases then narrow our search. We customize our comparisons in order to properly evaluate whether a manager or strategy adds value and whether the strategy is likely to add value in the future. We then adjust returns for fees and taxes. We apply statistical techniques to determine the probability of out-performance. Finally, we apply behavioral analyses and other criteria to weigh the likelihood that the manager's performance will continue over the intermediate time horizon. Individual Stocks Individual stocks are evaluated using a variety of factors, methods, and models, including insider buying, business trends, sensitivity to macro factors, income statement and balance sheet forecasts, interviews with management, valuation relative to historical valuations, and evaluation of analyst reports and investors' behavior. We have developed investment models based on multiple quantitative factors. These models have been back- tested and have been applied to investment accounts. Fixed Income Management We manage bonds by evaluating the economic cycle, secular trends, government policies, and spreads between different sectors. We use mutual funds, exchange traded funds, and individual bonds to implement strategies such as over-weighting sectors that reflect our analysis of the risks and opportunities. We invest in municipal bonds extensively, since many of our clients are tax-sensitive, and municipal bonds generally offer attractive after- tax returns. Municipal Bonds We evaluate municipal bonds based on a top down process where we first evaluate the trend in interest rates, the potential range in rates, and the expected return. This analysis helps us to determine where to position portfolios on the yield curve. Typically, we have found that intermediate bonds provide the most return per unit of risk. We then consider the credit environment for different states, municipalities, and types of issues against the spreads above benchmark yields. While we consider different securities in terms of value, liquidity, and other characteristics, we emphasize quality and capital preservation. Alternative Investments Management We employ a variety of alternative investments both to earn a satisfactory return at an acceptable risk level and to lower a client's overall portfolio risk through diversification. We may use long-short strategies where a manager establishes long positions in stocks and short positions (a bet that the stock will decline in value). We also may invest in merger arbitrage strategies where a manager takes long and short positions in the 11  companies involved in a merger. We may also use hedge fund strategies and hedging strategies that could involve short positions, leverage, and narrowly focused investments. We also invest in real estate securities and funds as well as in direct real estate investments, when the valuations and growth prospects of these investments are attractive. We have also considered and will continue to evaluate numerous other strategies that may offer opportunities for our clients. Material Risks Associated with Investment Strategies Market Risk The value of securities may fluctuate due to factors such as economic changes, political developments, or market events. Clients may experience declines in portfolio value based on these external conditions. Equity Risk Investments in stocks and other equity securities can be volatile, and declines in market conditions may negatively impact portfolio performance. Individual stock prices may decline due to company-specific events or broader market downturns. Fixed Income Risk Bonds and other fixed-income securities are subject to interest rate risk, credit risk, and inflation risk. Rising interest rates can cause bond prices to fall, and issuers may default on interest or principal payments, leading to potential losses. Alternative Investment Risk For clients utilizing alternative investments such as private equity, hedge funds, or real estate, these assets may be less liquid, carry higher fees, and be subject to valuation uncertainty. Alternative investments often have limited transparency and may be more volatile than traditional investments. Concentration Risk Portfolios that focus on specific sectors, industries, or geographic regions may experience higher volatility due to economic, regulatory, or market conditions affecting those areas. Liquidity Risk Liquidity risk refers to the potential difficulty in buying and selling securities at a desired price due to a lack of buyers and sellers. This may result in price volatility, execution delays, and wider bid-ask spreads. Alternative assets carry heightened liquidity risks due to infrequent trading or luck-up periods that restrict investor withdrawals. 12  Currency Risk Investing in foreign securities or assets denominated in currencies other than the U.S. dollar exposes clients to currency risk. Changes in foreign exchange rates can increase or decrease the value of investments when converted to the client's base currency. Use of Leverage Risk Leverage can amplify both gains and losses in a portfolio. Clients utilizing margin accounts or investment vehicles that employ leverage should be aware of the increased volatility and potential for significant losses beyond their initial investment. Cybersecurity and Operational Risk We rely on technology for investment management, client communications, and transaction processing. Cybersecurity breaches, data theft, or technology failures could disrupt operations and potentially impact client accounts. While we have implemented security measures and business continuity plans, no system is completely immune to cyber threats. Environmental, Social, and Governance (ESG) Risk For clients implementing ESG investing strategies, certain securities may be excluded from consideration based on ESG criteria. This approach may lead to reduced diversification or performance differences compared to portfolios that do not apply ESG restrictions. General Risk of Loss Investing in securities involves a risk of loss that clients must be prepared to bear. There is no guarantee that any investment strategy will achieve its objectives, and past performance is not indicative of future results. Clients should carefully consider their financial situation, investment goals, and risk tolerance before investing. ITEM 9 - Disciplinary Information Paragon Capital Management and its employees have not been subject to any legal or disciplinary events. ITEM 10 - Other Financial Industry Activities and Affiliations Paragon Capital Management and its employees do not have any material relationships or arrangements that are material to our business or our clients. 13  ITEM 11 - Code of Ethics, Participation or Interest in Client Transactions and Personal Trading Code of Ethics The Paragon Capital Management Code of Ethics is based on the principle that all the employees of Paragon Capital Management have a fiduciary, ethical, and moral duty to act honestly, fairly, and in the best interests of our clients. Failure to abide by the Code results in disciplinary action, including termination. A copy of our Code of Ethics is available to our clients or prospective clients upon request. Our counselors are also committed to the CFA Institute Code of Ethics and Standards of Professional Conduct and the National Association of Personal Financial Advisors Code of Ethics and Fiduciary Oath. Personal Trading Paragon Capital Management's advisors are permitted to invest in the securities in which clients invest. A conflict of interest exists, if the action of investing clients in a security or a derivative of the security would allow for trading profits or other benefits for an employee by virtue of the change in trading volume or value of the security. Employees must put client interests first and execute trades for their clients before they execute trades for themselves. We also review employee's personal trading records to ensure that the trading activity of our employees is consistent with our code of ethics. ITEM 12 - Brokerage Practices 1. Selecting Broker-Dealers and Custodians We do not maintain custody of your assets; instead, we require that all client assets be held by a qualified custodian. We primarily recommend Charles Schwab & Co., Inc. ('Schwab'), a registered broker-dealer and member of FINRA and SIPC, to act as the custodian for your accounts. Schwab is responsible for safekeeping your assets, executing trades as we direct, and providing you with account statements and online access to your portfolio. We selected Schwab based on its reputation, financial stability, execution capabilities, and the range of services it offers, such as competitive pricing, robust technology, and access to a broad selection of investment options. While we believe Schwab provides reliable and cost-effective services, you are not required to use Schwab as your custodian. If you prefer another custodian, please discuss this with us, though we may decline to manage your account if we determine an alternative custodian does not meet our operational needs or standards for client service. 2. Trade Execution and Brokerage Discretion 14  We have discretionary authority over your account, meaning we decide which securities to buy or sell and when, within the investment strategy you approve. We direct all trades to Schwab for execution unless you instruct us otherwise in writing (known as 'directed brokerage'). Schwab charges transaction fees for certain trades (e.g., $0 for listed stocks and ETFs, but fees may apply for options, mutual funds, or fixed-income securities), which are disclosed in Schwab's fee schedule provided to you at account opening. We do not receive any portion of these fees. When executing trades, we seek to obtain 'best execution,' meaning we aim for the most favorable terms reasonably available under the circumstances, considering factors like price, speed, and likelihood of completion. We periodically evaluate Schwab's execution quality to ensure it meets this standard. 3. Soft Dollar Arrangements Paragon Capital Management does not use trading commissions (soft dollars) to pay for any products, services, or research. Some of the firms that we trade with provide economic, market, and stock research. Schwab also provides a range of information regarding compliance and practice management. The information that we receive from these sources is not dependent on commissions or commission rates paid. We pay for research services such as Bloomberg as well as other sources. Therefore, our choice of broker is not affected by research that they provide. 4. Trade Aggregation and Allocation When possible, we may aggregate (or 'block') trades for multiple clients to achieve better execution and reduce costs. For example, if several clients are buying the same security, we may place a single order with Schwab and allocate the shares proportionally to each client's account. Schwab executes these block trades and provides us with an average price per share, which we then apply fairly across participating accounts. If a trade cannot be fully executed, we allocate shares on a pro-rata basis or another equitable method, ensuring no client is systematically favored. When we are adjusting client portfolios, in response to a client portfolio review, we will generally not aggregate trades, as the adjustments tend to be associated with client specific factors. 5. Directed Brokerage If you direct us to use a specific broker other than Schwab for your trades, we will comply, but this may limit our ability to negotiate costs or achieve best execution. Directed brokerage may result in higher transaction fees, delays in execution, or less favorable prices compared to using Schwab. Additionally, accounts with directed brokerage may not participate in aggregated trades, potentially increasing your costs. We encourage you to discuss the implications of directed brokerage with us before making such a request. 15  Developing a tight relationship with one brokerage company can present a conflict of interest because it makes investments that aren't offered by that broker more costly to research, difficult to participate in, and more time intensive to monitor. Thus, many advisers will only offer investments that are on their custodian's platform. We have addressed this conflict by embracing the open platform concept described in the Advisory Business section. As noted above, we use different brokers for municipal bonds. As described in the Methods of Analysis section, we cast a wide net in our screening process. We screen managers irrespective of vehicle, and this has resulted in our investing with different managers through different vehicles. ITEM 13 - Review of Accounts Frequency and Nature of Reviews We review your investment accounts on an ongoing basis to ensure they remain aligned with your financial goals, risk tolerance, and the investment strategy we've agreed upon. Each account is formally reviewed at least quarterly. During these reviews, we assess your portfolio's performance, asset allocation, and individual holdings against your objectives and market conditions. We also monitor your accounts daily between formal reviews using portfolio management software and cash flow reports provided by your custodian, Charles Schwab & Co., Inc. ('Schwab'). This allows us to identify and respond to significant changes in your portfolio or the markets in a timely manner. A review consists of examining and analyzing a client's investment portfolio changes compared to the Client's investment policy and strategy, the firm's investment outlook and strategy, and the portfolio benchmarks. We prepare customized quarterly written reports that generally include the following:  Memorandum describing and discussing investment activity and results, our economic and investment outlook, and allocation strategy, stock strategy, and bond strategy;  Net Worth and diversification schedules;  Account appraisal that includes the market value, cost basis of each position across your brokerage accounts;  Performace reports which include quarter-to-date, year-to-date, and performance for multi-year periods. We will also prepare reports at other times such as tax forecasts, income statements, and long term cash flow projections, as well as special projects as necessary. Additional Reviews In addition to our quarterly reviews, the Chief Compliance Officer may conduct unscheduled reviews of your account. These reviews compare your asset allocation 16  relative to your investment targets, holdings consistent with the firm's approved security list, and material deviations of stock and bond performance relative to other clients. ITEM 14 - Client Referrals and Other Compensation Paragon is required to disclose any relationship or arrangement where it receives an economic benefit from a third party (non-client) for providing advisory services. Paragon may enter into solicitation agreements pursuant to which it compensates third- party intermediaries for client referrals that result in the provision of investment advisory services by Paragon. Paragon will disclose these solicitation arrangements to affected investors, and any cash solicitation agreements will comply with rule 206(4)-3 under the Adviser Act. We do not receive any compensation from any third-party in connection with services provided to our clients. ITEM 15 - Custody We are considered to have custody or access to client assets to the extent that we withdraw fees from client accounts. However, we use qualified custodians that will send you statements at least quarterly, but generally, monthly. You should carefully review your statements when you receive them. Where we deduct fees, clients receive an invoice and fee calculation. Additionally, certain Clients have, and could in the future, sign a Standing Letter of Authorization ("SLOA") that gives us the authority to transfer funds to a third-party as directed by the Client in the SLOA. This is also deemed to give us custody. In the case of SLOAs, we must: (i) confirm that the name and address of the third party is included in the SLOA, (ii) document that the third-party receiving the transfer is not related to our firm, and (ii) ensure that certain requirements are being performed by the qualified custodian. ITEM 16 - Investment Discretion Paragon Capital Management accepts discretionary authority to manage our Client's securities accounts on their behalf. Most of our clients delegate this trading authority to us. Discretionary authority means we have a limited power of attorney over their brokerage account(s) to buy and sell securities. However, the securities we purchase and sell are consistent with a client's investment policy statement. Our goal is to help our clients achieve their goals. Therefore, the trust you place in us by giving us a limited power of attorney over your account fits our fiduciary responsibility to put your interests first. 17  ITEM 17 - Voting Client Securities Paragon Capital Management assumes responsibility for voting all proxies. All proxies will be voted in our Client's best interest without regard to the interests of Paragon Capital Management or other related parties. Clients may direct us on how to vote their shares in a particular solicitation. When a client is on the Board or in a policy-making executive position, we will vote their shares with the Board's recommendation. A material conflict of interest could exist in situations in which Paragon Capital Management or a related person has a personal or business relationship or interest that could cause Paragon Capital Management to vote in a manner inconsistent with a client's best economic interest. We resolve conflicts with Paragon Capital Management by determining materiality; if our clients own less than 2% of the shares, we consider the issue immaterial. If different clients have opposing interests, we vote their shares consistent with their best interests. Paragon Capital Management has a contractual agreement with Egan-Jones Ratings Co., an independent provider of proxy research and voting guidelines. As a result, Paragon Capital Management has adopted the Egan-Jones Blended Proxy Guideline (collectively, "Egan-Jones Guidelines"). Egan-Jones Standard Proxy Voting Principles and Guidelines The Egan-Jones Standard Voting Guidelines are based on principles influenced by current and forthcoming legislation, rules and regulations, and stock exchange rules. In general, they concentrate on the following: Directors should be accountable to shareholders, and management should be accountable to directors; Information on the Company supplied to shareholders should be transparent, and Shareholders should be treated fairly and equitably according to the principle of one share, one vote. The Egan-Jones Guidelines are not exhaustive, do not address all potential voting issues, and do not always correspond with Paragon Capital Management's opinions. Therefore, there may be instances where PCM may not vote for the Client's shares in accordance with Egan-Jones Guidelines. If PCM believes the Egan-Jones recommendation is not in the best interest of shareholders and on those matters for which Egan-Jones does not provide a specific voting recommendation, PCM will determine how to vote the proxies. A record of each proxy vote made on behalf of Paragon Capital Management is maintained by Egan-Jones and is available to Paragon Capital Management on request. A client may request a written copy of the Egan-Jones voting guidelines or information relating to how Paragon Capital Management voted any client's specific proxies, by contacting Stephanie Troutman at Paragon Capital Management. 18  ITEM 18 - Financial Information We do not require or solicit prepayment of fees six months or more in advance, so we are not required to provide any financial information on our firm. 19 

Paragon Capital Management, Ltd. 999 18th Street, Suite 1401 Denver, CO 80202 303-293-3680 www.paragoncapitalco.com CRD# 105147 March 17, 2025 This Firm brochure is Part 2A of Form ADV a regulatory filing required by the Securities and Exchange Commission (SEC). This brochure provides information about the qualifications and business practices of Paragon Capital Management. If you have any questions about the contents of this brochure, please contact us at 303-293-3680. 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. Additional information about Paragon Capital Management is available on the SEC's website at www.adviserinfo.sec.gov.  ITEM 2 - Material Changes  Paragon no longer pays a flat fee to a third party (SmartAsset) to provide referrals. Client Referrals and Other Compensation, page 17, has been amended to reflect that we do not receive any compensation from any third-party in connection with services provided to our clients.  Effective July 1, 2025, the following changes to current billing policies will take effect: o Equity products replicating broad market indices will be included as assets under management to calculate investment advisory fees. o Schwab's position traded money market funds for clients before December 2022 will be treated as an asset class and billed at the same rate as they currently pay for fixed-income assets. o Schwab's bank sweep cash will not be included in any AUM calculation for all clients. 2  ITEM 3 - Table of Contents ITEM 2 - Material Changes ................................................................................................ 2 ITEM 3 - Table of Contents ................................................................................................ 3 ITEM 4 - Advisory Business .............................................................................................. 4 ITEM 5 - Fees and Compensation ...................................................................................... 8 ITEM 6 - Performance-Based Fees and Side-By-Side Management ................................. 9 ITEM 7 - Types of Clients .................................................................................................. 9 ITEM 8 - Methods of Analysis, Investment Strategies and Risk of Loss ......................... 10 ITEM 9 - Disciplinary Information ................................................................................... 13 ITEM 10 - Other Financial Industry Activities and Affiliations ...................................... 13 ITEM 11 - Code of Ethics, Participation or Interest in Client Transactions and Personal Trading .............................................................................................................................. 14 ITEM 12 - Brokerage Practices ........................................................................................ 14 ITEM 13 - Review of Accounts ........................................................................................ 14 ITEM 14 - Client Referrals and Other Compensation ...................................................... 17 ITEM 15 - Custody ........................................................................................................... 17 ITEM 16 - Investment Discretion ..................................................................................... 17 ITEM 17 - Voting Client Securities .................................................................................. 18 ITEM 18 - Financial Information ..................................................................................... 19 3  ITEM 4 - Advisory Business Paragon Capital Management is a boutique, fee-only fiduciary financial advisory firm based in Denver, Colorado, founded in 1990. We currently manage $1.2 billion in assets for 180 families, prioritizing personalized service and long-term client relationships. Our firm specializes in financial planning, investment management, and tax-efficient strategies for high-net-worth individuals, families, and executives. As an advisor-owned firm, we emphasize integrity, innovation, and teamwork. Philosophy Objective Advice Our fundamental goal is to provide high-quality, objective advice. We do not receive commissions that might influence our recommendations. We do not offer other services that might affect our advice. For example, if we were in the trust management business, we might recommend more trusts. Similarly, we do not receive any fees for referring business to other professionals, which might lead us to recommend those professionals over other providers. Open Platform We strive to find investments that meet our Client's goals and our strategies regardless of how or where they are offered or available. We are not limited by the investments available at any one brokerage firm or custodian. Thus, while most of our Client's assets are custodied at Schwab, we buy and sell municipal bonds through several other brokers. Integrated Analysis We consider your entire portfolio when planning and making investment decisions. Therefore, we incorporate investments that we do not supervise in our analyses. In addition, we factor in liquidity, time horizon, taxes, regulatory, and legal factors in the process of structuring a portfolio. For example, the time horizon and tax treatment of a trust, a deferred compensation plan, or a retirement account may make an investment compelling in one account and inappropriate in another. 4  Services Paragon Capital Management provides clients with financial planning, investment advice, and investment management services. Financial Planning Financial planning services range from the simple to the complex, from a tax forecast or mortgage analysis to how to manage stock options and concentrated stock positions. Our core financial planning services include the following:  Analysis and planning for retirement  Estate planning, including taxes, trusts, and gifting  Income taxes  Employee benefits, stock options, and compensation contracts  Concentrated stock positions  Life insurance  Asset protection and risk management strategies  Financing  Educational funding Investment Management Clients work with us under the following arrangements: Discretionary – Under a discretionary arrangement, the Client grants Paragon Capital Management discretion and authority under a limited power of attorney to manage and invest their accounts according to established objectives and guidelines. Non-discretionary – Under a non-discretionary arrangement, the Client either implements Paragon Capital Management's advice or Paragon Capital Management makes transactions on behalf of the Client but only on a limited basis or after reviewing recommended transactions with the Client. Non-discretionary clients will generally be unable to participate in trades and opportunities in the same time frame as discretionary clients. We customize our investment strategies to our Clients' objectives using individual stocks, bonds, mutual funds, and exchange-traded funds. We also may invest in hedge funds, alternative assets, and investment partnerships that pursue various investment strategies. Process In our initial meeting, we determine a client's goals and concerns. We then compile information on their assets, investments, liabilities, income, and expenses. With this 5  information and personal documents, including insurance policies, wills, benefit plans, tax returns, etc., we build a preliminary picture of their financial situation and how we expect assets and income to change over time. We then meet with the Client to review these projections and the underlying assumptions and information. Then, we revise these assumptions and forecasts as necessary. Next, we develop an investment plan to achieve goals and invest capital, considering different accounts, taxes, time horizons, and other factors. Finally, an investment policy statement articulates the guidelines for implementing the plan. Retirement Rollover Recommendations When we provide investment advice to you regarding your retirement plan account or individual retirement account, we are fiduciaries within the meaning of Title I of the Employee Retirement Income Security Act of 1974, as amended ("ERISA") and/or the Internal Revenue Code (the "Code"), as applicable, which are laws governing retirement accounts. The way we make money creates some conflicts with your interests, so we operate under a special rule that requires us to act in your best interest and not put our interests ahead of yours. Under this special rule's provisions, we must: • Meet a professional standard of care when making investment recommendations (give prudent advice); • Never put our financial interests ahead of yours when making recommendations (give loyal advice); • Avoid misleading statements about conflicts of interest, fees, and investments; • Follow policies and procedures designed to ensure that we give advice that is in your best interest; • Charge no more than is reasonable for our services; and • Give you basic information about conflicts of interest. When providing recommendations to retirement plan accounts involving rollover considerations, there are generally four options regarding an existing retirement plan account. An employee may use a combination of those options, such as; (i) leave the funds in the former employer's plan, if permitted, (ii) roll over the funds to a new employer's plan, if one is available and rollovers are permitted, (iii) roll over to an Individual Retirement Account ("IRA"), or (iv) cash out the account value (which could, depending upon the individual's age, result in adverse tax consequences). If your designated investment adviser representative recommends that you rollover your retirement plan assets into an account to be managed by our firm, such a recommendation creates a conflict of interest insofar as we will earn an advisory fee on the rolled over assets. You are under no obligation to roll over retirement plan assets to an account managed by us. 6  Client Assets Managed As of December 31, 2024, we managed $1,117,726,000 of client assets on a discretionary basis and $131,428,000 on a non-discretionary basis. 7  ITEM 5 - Fees and Compensation Fee Schedule Paragon Capital Management offers investment advisory services based on the value of your investment portfolio. The following rates apply: 0.90% of the account value of the first $1 million; 0.70% of the account value from $1 million to $5 million; 0.50% of account value from $5 million to $10 million; 0.35% of account value over $10 million. Other Billing Practices  Fees are billed quarterly in arrears.  We either deduct fees from client accounts or mail invoices. In both cases, we send an invoice for the amount that details how the invoice was calculated.  Financial planning services and investment advice are included in our investment advisory fees. We do not charge a separate fee for a financial plan or financial planning services, projections, or advice; thus, our fees and compensation are limited to our investment advisory fees. In cases where clients' funds are invested in mutual funds or (some) exchange-traded  funds, they will pay a direct fee to Paragon Capital Management and an indirect fee to the mutual fund. Although securities on which Paragon Capital Management offers advice may be subject to commissions and fees, we do not earn these fees or benefit from them in any way.  Some corporate clients are billed on a flat fee basis.  Grandfathered clients prior to December 2022 are billed at a formulaic scaling rate based on their total equity holdings, while fixed income and Schwab's position traded money market funds are billed at 0.25% annually.  Agreements with clients are non-assignable without the consent of the Client. Investment advisory services are subject to a minimum annual fee of $7,000.   Paragon Capital Management also offers investment and financial planning services at an hourly rate of $400 per hour.  Fees are negotiable and billing periods may vary. 8  Conflicts Commissions, flat fees, and asset-based fees all have drawbacks and may incentivize the RIA to favor certain investments or increase trading activity. We may be biased to invest more in stocks, since stocks provide higher fees for legacy clients. Asset based fees can lead to a focus on short-term performance, resulting in performance chasing. Also, performance comparisons represent a business risk associated with diverging from other advisors. We guard against these biases or conflicts by developing an investment policy incorporating your individual circumstances, personal goals, and constraints. Therefore, how we invest your money is driven by a collaborative analysis. Furthermore, since our service incorporates financial planning, the value and direction depends on developing a sensible plan you are committed to following. With a plan and a policy, you have a better chance of avoiding investment pitfalls. For example, the average investor has a tendency to get into the stock market or popular investments late and then to exit after they under- perform. Additional conflicts are addressed on page 14 and 15: Interest in Client Transactions, Personal Trading, and Brokerage Practices; and, page 18: Voting Client Securities. ITEM 6 - Performance-Based Fees and Side-By-Side Management We do not charge performance-based fees. Performance based fees take a share of capital gains on or capital appreciation of the assets of a client. However, we may recommend investments that contain performance fees. Performance based fees can create conflicts of interest that are disclosed in the placement memorandums for these investments. ITEM 7 - Types of Clients We provide investment advice to individuals, high-net worth individuals, families, small businesses, and foundations. We advise trusts and qualified retirement plans as part of our work with these individual clients. We generally require a minimum account size of $1,000,000 for our portfolio management services. However, we may waive this requirement at our discretion. 9  ITEM 8 - Methods of Analysis, Investment Strategies and Risk of Loss We use numerous data sources, research tools, and analytical approaches to evaluate investments and strategies. Asset Allocation We help our clients invest their portfolios across different asset classes and investments. A client's objectives and constraints combined with our expectations for returns and risk are the inputs for this decision process. We build our own models of Client's future finances as described under "Process" on page 6 and simulate different investment scenarios in order to help develop a client's allocation strategy. We also use the methods and strategies described below to develop our return and risk expectations as well as to develop specific investment strategies. Finally, we integrate the impact of taxes and other costs and the correlation of investment risk and returns into the allocation decision. Long-term Focus We analyze long-term returns, risk, value, trends, and patterns in different asset classes and markets to help us make allocation decisions. In this type of analysis, we consider fundamental variables such as sales, earnings, and dividends as well as their relationships to asset classes and different markets. Stock and bond market valuations can have long- term predictive value, which is an essential input in our decision process. Asset Class Comparisons We compare the relative movements, expectations, and valuations of different investment styles and market subsets such as small company stocks, foreign stocks, and domestic stocks. These groups of securities tend to move in and out of favor with investors, and, thus, can represent opportunities or risks to investors. For example, growth stocks went to extremes in valuation and out-performance compared to other groups of stocks during the technology bubble and then under-performed for most of the next cycle. Equity Management Our equity management approach emphasizes global diversification. We seek out strategies and market segments that offer good after-tax returns especially in relation to risks. We consider strategies based on style and stock market capitalization such as small cap value or large cap growth. We also evaluate strategies based on other factors and attributes such as quality, profitability, and dividend yield. We will use strategies based on the economic cycle such as emphasizing early or late cycle stocks. We will use different vehicles to implement these strategies such as mutual funds, exchange traded funds, separate accounts, hedge funds, or individual stocks or groups of stocks. 10  In-Depth Manager Analysis We analyze fund managers over long periods of time after making adjustments to better evaluate their performance. We cast a large net by using a variety of databases then narrow our search. We customize our comparisons in order to properly evaluate whether a manager or strategy adds value and whether the strategy is likely to add value in the future. We then adjust returns for fees and taxes. We apply statistical techniques to determine the probability of out-performance. Finally, we apply behavioral analyses and other criteria to weigh the likelihood that the manager's performance will continue over the intermediate time horizon. Individual Stocks Individual stocks are evaluated using a variety of factors, methods, and models, including insider buying, business trends, sensitivity to macro factors, income statement and balance sheet forecasts, interviews with management, valuation relative to historical valuations, and evaluation of analyst reports and investors' behavior. We have developed investment models based on multiple quantitative factors. These models have been back- tested and have been applied to investment accounts. Fixed Income Management We manage bonds by evaluating the economic cycle, secular trends, government policies, and spreads between different sectors. We use mutual funds, exchange traded funds, and individual bonds to implement strategies such as over-weighting sectors that reflect our analysis of the risks and opportunities. We invest in municipal bonds extensively, since many of our clients are tax-sensitive, and municipal bonds generally offer attractive after- tax returns. Municipal Bonds We evaluate municipal bonds based on a top down process where we first evaluate the trend in interest rates, the potential range in rates, and the expected return. This analysis helps us to determine where to position portfolios on the yield curve. Typically, we have found that intermediate bonds provide the most return per unit of risk. We then consider the credit environment for different states, municipalities, and types of issues against the spreads above benchmark yields. While we consider different securities in terms of value, liquidity, and other characteristics, we emphasize quality and capital preservation. Alternative Investments Management We employ a variety of alternative investments both to earn a satisfactory return at an acceptable risk level and to lower a client's overall portfolio risk through diversification. We may use long-short strategies where a manager establishes long positions in stocks and short positions (a bet that the stock will decline in value). We also may invest in merger arbitrage strategies where a manager takes long and short positions in the 11  companies involved in a merger. We may also use hedge fund strategies and hedging strategies that could involve short positions, leverage, and narrowly focused investments. We also invest in real estate securities and funds as well as in direct real estate investments, when the valuations and growth prospects of these investments are attractive. We have also considered and will continue to evaluate numerous other strategies that may offer opportunities for our clients. Material Risks Associated with Investment Strategies Market Risk The value of securities may fluctuate due to factors such as economic changes, political developments, or market events. Clients may experience declines in portfolio value based on these external conditions. Equity Risk Investments in stocks and other equity securities can be volatile, and declines in market conditions may negatively impact portfolio performance. Individual stock prices may decline due to company-specific events or broader market downturns. Fixed Income Risk Bonds and other fixed-income securities are subject to interest rate risk, credit risk, and inflation risk. Rising interest rates can cause bond prices to fall, and issuers may default on interest or principal payments, leading to potential losses. Alternative Investment Risk For clients utilizing alternative investments such as private equity, hedge funds, or real estate, these assets may be less liquid, carry higher fees, and be subject to valuation uncertainty. Alternative investments often have limited transparency and may be more volatile than traditional investments. Concentration Risk Portfolios that focus on specific sectors, industries, or geographic regions may experience higher volatility due to economic, regulatory, or market conditions affecting those areas. Liquidity Risk Liquidity risk refers to the potential difficulty in buying and selling securities at a desired price due to a lack of buyers and sellers. This may result in price volatility, execution delays, and wider bid-ask spreads. Alternative assets carry heightened liquidity risks due to infrequent trading or luck-up periods that restrict investor withdrawals. 12  Currency Risk Investing in foreign securities or assets denominated in currencies other than the U.S. dollar exposes clients to currency risk. Changes in foreign exchange rates can increase or decrease the value of investments when converted to the client's base currency. Use of Leverage Risk Leverage can amplify both gains and losses in a portfolio. Clients utilizing margin accounts or investment vehicles that employ leverage should be aware of the increased volatility and potential for significant losses beyond their initial investment. Cybersecurity and Operational Risk We rely on technology for investment management, client communications, and transaction processing. Cybersecurity breaches, data theft, or technology failures could disrupt operations and potentially impact client accounts. While we have implemented security measures and business continuity plans, no system is completely immune to cyber threats. Environmental, Social, and Governance (ESG) Risk For clients implementing ESG investing strategies, certain securities may be excluded from consideration based on ESG criteria. This approach may lead to reduced diversification or performance differences compared to portfolios that do not apply ESG restrictions. General Risk of Loss Investing in securities involves a risk of loss that clients must be prepared to bear. There is no guarantee that any investment strategy will achieve its objectives, and past performance is not indicative of future results. Clients should carefully consider their financial situation, investment goals, and risk tolerance before investing. ITEM 9 - Disciplinary Information Paragon Capital Management and its employees have not been subject to any legal or disciplinary events. ITEM 10 - Other Financial Industry Activities and Affiliations Paragon Capital Management and its employees do not have any material relationships or arrangements that are material to our business or our clients. 13  ITEM 11 - Code of Ethics, Participation or Interest in Client Transactions and Personal Trading Code of Ethics The Paragon Capital Management Code of Ethics is based on the principle that all the employees of Paragon Capital Management have a fiduciary, ethical, and moral duty to act honestly, fairly, and in the best interests of our clients. Failure to abide by the Code results in disciplinary action, including termination. A copy of our Code of Ethics is available to our clients or prospective clients upon request. Our counselors are also committed to the CFA Institute Code of Ethics and Standards of Professional Conduct and the National Association of Personal Financial Advisors Code of Ethics and Fiduciary Oath. Personal Trading Paragon Capital Management's advisors are permitted to invest in the securities in which clients invest. A conflict of interest exists, if the action of investing clients in a security or a derivative of the security would allow for trading profits or other benefits for an employee by virtue of the change in trading volume or value of the security. Employees must put client interests first and execute trades for their clients before they execute trades for themselves. We also review employee's personal trading records to ensure that the trading activity of our employees is consistent with our code of ethics. ITEM 12 - Brokerage Practices 1. Selecting Broker-Dealers and Custodians We do not maintain custody of your assets; instead, we require that all client assets be held by a qualified custodian. We primarily recommend Charles Schwab & Co., Inc. ('Schwab'), a registered broker-dealer and member of FINRA and SIPC, to act as the custodian for your accounts. Schwab is responsible for safekeeping your assets, executing trades as we direct, and providing you with account statements and online access to your portfolio. We selected Schwab based on its reputation, financial stability, execution capabilities, and the range of services it offers, such as competitive pricing, robust technology, and access to a broad selection of investment options. While we believe Schwab provides reliable and cost-effective services, you are not required to use Schwab as your custodian. If you prefer another custodian, please discuss this with us, though we may decline to manage your account if we determine an alternative custodian does not meet our operational needs or standards for client service. 2. Trade Execution and Brokerage Discretion 14  We have discretionary authority over your account, meaning we decide which securities to buy or sell and when, within the investment strategy you approve. We direct all trades to Schwab for execution unless you instruct us otherwise in writing (known as 'directed brokerage'). Schwab charges transaction fees for certain trades (e.g., $0 for listed stocks and ETFs, but fees may apply for options, mutual funds, or fixed-income securities), which are disclosed in Schwab's fee schedule provided to you at account opening. We do not receive any portion of these fees. When executing trades, we seek to obtain 'best execution,' meaning we aim for the most favorable terms reasonably available under the circumstances, considering factors like price, speed, and likelihood of completion. We periodically evaluate Schwab's execution quality to ensure it meets this standard. 3. Soft Dollar Arrangements Paragon Capital Management does not use trading commissions (soft dollars) to pay for any products, services, or research. Some of the firms that we trade with provide economic, market, and stock research. Schwab also provides a range of information regarding compliance and practice management. The information that we receive from these sources is not dependent on commissions or commission rates paid. We pay for research services such as Bloomberg as well as other sources. Therefore, our choice of broker is not affected by research that they provide. 4. Trade Aggregation and Allocation When possible, we may aggregate (or 'block') trades for multiple clients to achieve better execution and reduce costs. For example, if several clients are buying the same security, we may place a single order with Schwab and allocate the shares proportionally to each client's account. Schwab executes these block trades and provides us with an average price per share, which we then apply fairly across participating accounts. If a trade cannot be fully executed, we allocate shares on a pro-rata basis or another equitable method, ensuring no client is systematically favored. When we are adjusting client portfolios, in response to a client portfolio review, we will generally not aggregate trades, as the adjustments tend to be associated with client specific factors. 5. Directed Brokerage If you direct us to use a specific broker other than Schwab for your trades, we will comply, but this may limit our ability to negotiate costs or achieve best execution. Directed brokerage may result in higher transaction fees, delays in execution, or less favorable prices compared to using Schwab. Additionally, accounts with directed brokerage may not participate in aggregated trades, potentially increasing your costs. We encourage you to discuss the implications of directed brokerage with us before making such a request. 15  Developing a tight relationship with one brokerage company can present a conflict of interest because it makes investments that aren't offered by that broker more costly to research, difficult to participate in, and more time intensive to monitor. Thus, many advisers will only offer investments that are on their custodian's platform. We have addressed this conflict by embracing the open platform concept described in the Advisory Business section. As noted above, we use different brokers for municipal bonds. As described in the Methods of Analysis section, we cast a wide net in our screening process. We screen managers irrespective of vehicle, and this has resulted in our investing with different managers through different vehicles. ITEM 13 - Review of Accounts Frequency and Nature of Reviews We review your investment accounts on an ongoing basis to ensure they remain aligned with your financial goals, risk tolerance, and the investment strategy we've agreed upon. Each account is formally reviewed at least quarterly. During these reviews, we assess your portfolio's performance, asset allocation, and individual holdings against your objectives and market conditions. We also monitor your accounts daily between formal reviews using portfolio management software and cash flow reports provided by your custodian, Charles Schwab & Co., Inc. ('Schwab'). This allows us to identify and respond to significant changes in your portfolio or the markets in a timely manner. A review consists of examining and analyzing a client's investment portfolio changes compared to the Client's investment policy and strategy, the firm's investment outlook and strategy, and the portfolio benchmarks. We prepare customized quarterly written reports that generally include the following:  Memorandum describing and discussing investment activity and results, our economic and investment outlook, and allocation strategy, stock strategy, and bond strategy;  Net Worth and diversification schedules;  Account appraisal that includes the market value, cost basis of each position across your brokerage accounts;  Performace reports which include quarter-to-date, year-to-date, and performance for multi-year periods. We will also prepare reports at other times such as tax forecasts, income statements, and long term cash flow projections, as well as special projects as necessary. Additional Reviews In addition to our quarterly reviews, the Chief Compliance Officer may conduct unscheduled reviews of your account. These reviews compare your asset allocation 16  relative to your investment targets, holdings consistent with the firm's approved security list, and material deviations of stock and bond performance relative to other clients. ITEM 14 - Client Referrals and Other Compensation Paragon is required to disclose any relationship or arrangement where it receives an economic benefit from a third party (non-client) for providing advisory services. Paragon may enter into solicitation agreements pursuant to which it compensates third- party intermediaries for client referrals that result in the provision of investment advisory services by Paragon. Paragon will disclose these solicitation arrangements to affected investors, and any cash solicitation agreements will comply with rule 206(4)-3 under the Adviser Act. We do not receive any compensation from any third-party in connection with services provided to our clients. ITEM 15 - Custody We are considered to have custody or access to client assets to the extent that we withdraw fees from client accounts. However, we use qualified custodians that will send you statements at least quarterly, but generally, monthly. You should carefully review your statements when you receive them. Where we deduct fees, clients receive an invoice and fee calculation. Additionally, certain Clients have, and could in the future, sign a Standing Letter of Authorization ("SLOA") that gives us the authority to transfer funds to a third-party as directed by the Client in the SLOA. This is also deemed to give us custody. In the case of SLOAs, we must: (i) confirm that the name and address of the third party is included in the SLOA, (ii) document that the third-party receiving the transfer is not related to our firm, and (ii) ensure that certain requirements are being performed by the qualified custodian. ITEM 16 - Investment Discretion Paragon Capital Management accepts discretionary authority to manage our Client's securities accounts on their behalf. Most of our clients delegate this trading authority to us. Discretionary authority means we have a limited power of attorney over their brokerage account(s) to buy and sell securities. However, the securities we purchase and sell are consistent with a client's investment policy statement. Our goal is to help our clients achieve their goals. Therefore, the trust you place in us by giving us a limited power of attorney over your account fits our fiduciary responsibility to put your interests first. 17  ITEM 17 - Voting Client Securities Paragon Capital Management assumes responsibility for voting all proxies. All proxies will be voted in our Client's best interest without regard to the interests of Paragon Capital Management or other related parties. Clients may direct us on how to vote their shares in a particular solicitation. When a client is on the Board or in a policy-making executive position, we will vote their shares with the Board's recommendation. A material conflict of interest could exist in situations in which Paragon Capital Management or a related person has a personal or business relationship or interest that could cause Paragon Capital Management to vote in a manner inconsistent with a client's best economic interest. We resolve conflicts with Paragon Capital Management by determining materiality; if our clients own less than 2% of the shares, we consider the issue immaterial. If different clients have opposing interests, we vote their shares consistent with their best interests. Paragon Capital Management has a contractual agreement with Egan-Jones Ratings Co., an independent provider of proxy research and voting guidelines. As a result, Paragon Capital Management has adopted the Egan-Jones Blended Proxy Guideline (collectively, "Egan-Jones Guidelines"). Egan-Jones Standard Proxy Voting Principles and Guidelines The Egan-Jones Standard Voting Guidelines are based on principles influenced by current and forthcoming legislation, rules and regulations, and stock exchange rules. In general, they concentrate on the following: Directors should be accountable to shareholders, and management should be accountable to directors; Information on the Company supplied to shareholders should be transparent, and Shareholders should be treated fairly and equitably according to the principle of one share, one vote. The Egan-Jones Guidelines are not exhaustive, do not address all potential voting issues, and do not always correspond with Paragon Capital Management's opinions. Therefore, there may be instances where PCM may not vote for the Client's shares in accordance with Egan-Jones Guidelines. If PCM believes the Egan-Jones recommendation is not in the best interest of shareholders and on those matters for which Egan-Jones does not provide a specific voting recommendation, PCM will determine how to vote the proxies. A record of each proxy vote made on behalf of Paragon Capital Management is maintained by Egan-Jones and is available to Paragon Capital Management on request. A client may request a written copy of the Egan-Jones voting guidelines or information relating to how Paragon Capital Management voted any client's specific proxies, by contacting Stephanie Troutman at Paragon Capital Management. 18  ITEM 18 - Financial Information We do not require or solicit prepayment of fees six months or more in advance, so we are not required to provide any financial information on our firm. 19 

Larry Orgill Paragon Capital Management, Ltd. 999 18th Street, Suite 1401 Denver, CO 80202 303-293-3680 www.paragoncapitalco.com March 11, 2025 This brochure supplement provides information about Larry Orgill that supplements the Paragon Capital Management brochure. You should have received a copy of that brochure. Please contact Stephanie Troutman at 303-293-3680, if you did not receive Paragon Capital Management's brochure or have any questions about the contents of this supplement.  Educational Background and Business Experience Larry Orgill, CFA was born in 1959. Mr. Orgill graduated in 1981 from the University of Wyoming with a bachelor's degree in business administration. He joined Paragon Capital Management in 1998. Mr. Orgill is a Partner of the firm and currently serves as the Chief Compliance Officer. Larry has been a senior investment advisor at Paragon Capital Management for over two decades, with extensive investment management and financial planning knowledge. Mr. Orgill earned the Chartered Financial Analyst (CFA) designation in 1990. Requirements for a CFA charter include four years of qualified investment work, adherence to the CFA Institute Code of Ethics and Standards of Practice, and completion of the CFA program. In addition, the CFA Program requires mastering three levels by passing a six- hour exam for each level in successive years. The CFA Program covers ethics and professional standards, corporate finance, economics, financial reporting and analysis, quantitative methods, alternative investments, derivatives, equity investments, fixed income, and portfolio management and wealth planning. To learn more about the CFA charter, visit www.cfainstitute.org. Disciplinary Information Larry Orgill, CFA has not been the subject of any legal or disciplinary proceedings. Other Business Activities Larry Orgill, CFA is not involved in any other business activities. Additional Compensation Larry Orgill, CFA receives a salary and bonus related to his clients' total revenues. In addition, he receives a share of the firm's profits; otherwise, there are no incentives related to sales, referrals, or new accounts. Supervision Larry Orgill, CFA is the Chief Compliance Officer of Paragon Capital Management. Therefore, he is not directly supervised by any individual. However, Brian Goodstadt, CFA, Managing Director, reviews Mr. Orgill's client work, advice, and recommendations quarterly through our compliance process, where client files are selected randomly every quarter for review. In addition, our clients' investment returns are periodically reviewed, monitored, and compared. Furthermore, Brian Goodstadt, CFA, Shaun Williams, CFA, CFP®, Larry Orgill, CFA and Jay Ratterman, CFA work collaboratively on investment policy, investment strategy, client priorities, and client communications. Therefore, advice is consistently communicated, implemented, and monitored through the firm's processes. Brian Goodstadt, CFA Managing Director can be reached at 303-293-3680.  Brian Goodstadt Paragon Capital Management, Ltd. 999 18th Street, Suite 1401 Denver, CO 80202 303-293-3680 www.pargoncapitalco.com March 11, 2025 This brochure supplement provides information about Brian Goodstadt that supplements the Paragon Capital Management brochure. You should have received a copy of that brochure. Please contact Stephanie Troutman at 303-293-3680, if you did not receive Paragon Capital Management's brochure or have any questions about the contents of this supplement.  Educational Background and Business Experience Brian Goodstadt, CFA was born in 1969. Mr. Goodstadt graduated Cum Laude from Boston University in 1991 with a bachelor's degree in Business Administration. He then received a Master of Business Administration (MBA) in Finance and Investment Management from Columbia University in 1996. Mr. Goodstadt has been with Paragon Capital since January 2005, and has been an Investment Advisor since 2007. Previously with Paragon, from 2005 to 2007, Mr. Goodstadt started and managed a hedge fund. Mr. Goodstadt is a Partner of the firm and currently serves as the Managing Partner. Before joining Paragon, from 2002 to 2004, Mr. Goodstadt was a Portfolio Manager with Riverside Capital Management. Before moving to Colorado in 2002, Mr. Goodstadt was a Vice President of Equity Research at Advent Capital Management in New York from 2000 to 2002. Before Advent, Mr. Goodstadt was an Equity Investment Officer at Standard and Poor's (S&P) from 1996 to 2000. Mr. Goodstadt earned the Chartered Financial Analyst (CFA) designation in 1999, and is a past President of the CFA Society Colorado. He now serves on the CFA Institute's Disciplinary Review Committee. Requirements for a CFA charter include four years of qualified investment work, adherence to the CFA Institute Code of Ethics and Standards of Practice, and completion of the CFA program. The CFA Program requires mastering three levels by passing a six-hour exam for each level in successive years. The CFA Program covers ethics and professional standards, corporate finance, economics, financial reporting and analysis, quantitative methods, alternative investments, derivatives, equity investments, fixed income, and portfolio management and wealth planning. To learn more about the CFA charter, visit www.cfainstitute.org. Disciplinary Information Brian Goodstadt, CFA has not been the subject of any legal or disciplinary proceedings. Other Business Activities Brian Goodstadt, CFA is not involved in any other business activities. Additional Compensation Brian Goodstadt, CFA receives a salary and bonus related to his clients' total revenues. In addition, he receives a share of the firm's profits; otherwise, there are no incentives related to sales, referrals, or new accounts.  Supervision Brian Goodstadt, CFA is a Managing Director of Paragon Capital Management. Therefore, he is not directly supervised by any individual. However, Larry Orgill, CFA, Chief Compliance Officer, reviews Mr. Goodstadt's client work, advice, and recommendations quarterly through our compliance process, where client files are selected randomly every quarter for review. In addition, our clients' investment returns are periodically reviewed, monitored, and compared. Furthermore, Larry Orgill, CFA, Brian Goodstadt, CFA, Shaun Williams, CFA, CFP®, and Jay Ratterman, CFA work collaboratively on investment policy, investment strategy, client priorities, and client communications. Therefore, advice is consistently communicated, implemented, and monitored through the firm's processes.  Shaun Williams Paragon Capital Management, Ltd. 999 18th Street, Suite 1401 Denver, CO 80202 303-293-3680 www.paragoncapitalco.com March 11, 2025 This brochure supplement provides information about Shaun Williams that supplements the Paragon Capital Management brochure. You should have received a copy of that brochure. Please contact Stephanie Troutman at 303-293-3680, if you did not receive Paragon Capital Management's brochure or have any questions about the contents of this supplement.  Educational Background and Business Experience Shaun Williams, CFA, CFP® was born in 1981. Mr. Williams graduated #1 in his class with the Highest Honors from the University of Texas at Austin in 2001, earning a Bachelor of Business Administration degree with a Finance concentration. Mr. Williams has been a Private Wealth Advisor and Partner with Paragon Capital since May 2020. Before joining Paragon, from 2013 to 2020, Mr. Williams was a Senior Associate Director at Janus Henderson Investor, working with Investment Advisors to optimize their investment portfolios and best practices for client service models. Before moving to Colorado in 2012, Mr. Williams was an East Coast Area Operations Manager for Peak Adventure Travel and TrekAmerica. From 2001 through 2006, Mr. Williams was a derivatives trader on the Chicago Board Options Exchange with Wolverine Trading, Bear Wagner, and later co-founded Axis Capital Management. Mr. Williams earned the Chartered Financial Analyst (CFA) designation in 2018. Requirements for a CFA charter include four years of qualified investment work, adherence to the CFA Institute Code of Ethics and Standards of Practice, and completion of the CFA program. The CFA Program requires mastering three levels by passing a six-hour exam for each level in successive years. The CFA Program covers ethics and professional standards, corporate finance, economics, financial reporting and analysis, quantitative methods, alternative investments, derivatives, equity investments, fixed income, and portfolio management and wealth planning. To learn more about the CFA charter, visit www.cfainstitute.org. Mr. Williams earned the Certified Financial Planner (CFP®) designation in 2019. CFP® professionals have met extensive training and experience requirements and commit to the CFP Board's ethical standards that require them to put their clients' interests first. CFP® professionals take a holistic, personalized approach to bring together all the pieces of a clients' financial life. As part of the CFP® certification, CFP® professionals also have committed to the CFP Board to act as a fiduciaries when providing financial advice to clients. This means they have agreed to put the clients' best interests first to provide them with confidence today and a secure tomorrow. Disciplinary Information Shaun Williams, CFA, CFP® has not been the subject of any legal or disciplinary proceedings. Other Business Activities Shaun Williams, CFA, CFP® manages a portfolio of long-term and short-term rental properties for his family. Additional Compensation Shaun Williams, CFA, CFP® CFA receives a salary and bonus related to his clients' total revenues. In addition, he receives a share of the firm's profits; otherwise, there are no incentives related to sales, referrals, or new accounts.  Supervision Brian Goodstadt, CFA, Managing Director and Larry Orgill, CFA, Chief Compliance Officer review Mr. Williams' client work, advice, and recommendations quarterly through our compliance process, where client files are selected randomly every quarter for review. In addition, our clients' investment returns are periodically reviewed, monitored, and compared. They can be reached at 303-293-3680. Larry Orgill, CFA, Brian Goodstadt, CFA, Shaun Williams, CFA, CFP®, and Jay Ratterman, CFA work collaboratively on investment policy, investment strategy, client priorities, and client communications. Therefore, advice is consistently communicated, implemented, and monitored through the firm's processes.  Jay Ratterman Paragon Capital Management, Ltd. 999 18th Street, Suite 1401 Denver, CO 80202 303-293-3680 www.paragoncapitalco.com March 11, 2025 This brochure supplement provides information about Jay Ratterman that supplements the Paragon Capital Management brochure. You should have received a copy of that brochure. Please contact Stephanie Troutman at 303-293-3680, if you did not receive Paragon Capital Management's brochure or have any questions about the contents of this supplement.  Educational Background and Business Experience Jay Ratterman, CFA was born in 1986. Mr. Ratterman graduated from the University of Oregon in 2008 with a bachelor's degree in Business Administration. Mr. Ratterman has been an Investment Advisor and Partner with Paragon Capital since June 2021. Before joining Paragon, from 2012 to 2021, Mr. Ratterman was a Portfolio Manager at ANB Financial Services, managing the investments for individual clients and non-profits and helping set the overall investment strategy for all clients at the firm. Before moving to Colorado in 2012, Mr. Ratterman began his investment career in Portland, Oregon working for CTC Consulting, an investment consulting firm focused on helping single and multi-family offices. Mr. Ratterman earned the Chartered Financial Analyst (CFA) designation in 2015. Requirements for a CFA charter include four years of qualified investment work, adherence to the CFA Institute Code of Ethics and Standards of Practice, and completion of the CFA program. In addition, the CFA Program requires mastering three levels by passing a six-hour exam for each level in successive years. The CFA Program covers ethics and professional standards, corporate finance, economics, financial reporting and analysis, quantitative methods, alternative investments, derivatives, equity investments, fixed income, and portfolio management and wealth planning. To learn more about the CFA charter, visit www.cfainstitute.org. Disciplinary Information Jay Ratterman, CFA, has not been the subject of any legal or disciplinary proceedings. Other Business Activities Jay Ratterman, CFA, is not involved in any other business activities. Additional Compensation Jay Ratterman, CFA, receives a salary and bonus related to his clients' total revenues. In addition, he receives a share of the firm's profits; otherwise, there are no incentives related to sales, referrals, or new accounts. Supervision Brian Goodstadt, CFA, Managing Director and Larry Orgill, CFA, Chief Compliance Officer, review Mr. Ratterman's client work, advice, and recommendations quarterly through our compliance process. Client files are selected randomly every time quarter for review. They can be reached at 303-293-3680. Larry Orgill, CFA, Brian Goodstadt, CFA, Shaun Williams, CFA, CFP®, and Jay Ratterman, CFA work collaboratively on investment policy, investment strategy, client priorities, and client communications. Therefore, advice is consistently communicated, implemented, and monitored through the firm's processes.