ROCKBRIDGE CAPITAL MANAGEMENT, LLC

Item 1 – Cover Page Form ADV Part 2A: Firm Brochure Rockbridge Capital Management, LLC 225 Reinekers Lane, Suite 625 Alexandria, VA 22314 (571) 982-5398 March 2025 This brochure (“Brochure”) provides information about the qualifications and business practices of Rockbridge Capital Management, LLC (“Rockbridge” or the “Firm” or “we”), an investment adviser registered with the U.S. Securities and Exchange Commission (“SEC”). If you have any questions about the contents of this Brochure, please contact us at (703) 628-1036. The information in this Brochure has not been approved or verified by the SEC or by any state securities authority. Registration with the SEC or any state securities authority does not imply a certain level of skill or training. Additional information about Rockbridge and its principals is available on the SEC’s website at www.adviserinfo.sec.gov.  Item 2 – Material Changes This is an annual amendment to Rockbridge’s Brochure last updated February 2025. Since the last Brochure update in February 2025, material updates have been made to the Firm’s Other Financial Industry Activities and Affiliations. Investors are encouraged to review this Brochure in its entirety. The information set forth in this Brochure is qualified in its entirety by the applicable offering and governing documents. In the event of a conflict between the information set forth herein and the applicable offering and governing documents, the information set forth in the applicable offering and governing documents shall control. 2  Item 3 – Table of Contents Item 2 Material Changes .................................................................................................................. 2 Item 4 Advisory Business ................................................................................................................. 4 Item 5 Fees and Compensation ....................................................................................................... 5 Item 6 Performance-Based Fees and Side-by-Side Management .................................................... 7 Item 7 Types of Clients .................................................................................................................... 8 Item 8 Methods of Analysis, Investment Strategies and Risk of Loss ............................................. 9 Item 9 Disciplinary Information .................................................................................................... 13 Item 10 Other Financial Industry Activities and Affiliations ........................................................ 14 Item 11 Code of Ethics, Participation in Client Transactions and Personal Trading. ................... 15 Item 12 Brokerage Practices .......................................................................................................... 16 Item 13 Review of Accounts ......................................................................................................... 18 Item 14 Client Referrals and Other Compensation ....................................................................... 19 Item 15 Custody .............................................................................................................................. 20 Item 16 Investment Discretion ...................................................................................................... 21 Item 17 Voting Client Securities .................................................................................................... 22 Item 18 Financial Information ........................................................................................................ 23 3  Item 4 – Advisory Business Rockbridge is a limited liability company formed under the laws of the Commonwealth of Virginia in December 2023. The Firm’s principal owner and Managing Member is Peter Keefe. Rockbridge will provide investment management services on a discretionary basis to a client base including, but not limited to, institutions, individuals/families, investment partnerships, retirement plans, trusts, estates, charitable organizations, foundations, corporations, pooled investment vehicles, and other business entities (each a “client” and collectively “clients”). The Firm will invest primarily in publicly-traded equity securities but will not limit the types of investments it selects, provided that its management activities will be defined by the relevant investment management agreements, operating agreements, and/or other governing documents (collectively, the “Governing Documents”). Rockbridge does not anticipate acting as the sponsor or portfolio manager of any wrap fee programs. As of the date of this Brochure, Rockbridge managed approximately $216,368,000 of regulatory assets under management on a discretionary basis. 4  Item 5 – Fees and Compensation Separately Managed Accounts Rockbridge charges each separately managed account an investment management fee based on the value of the client’s assets under management. The standard fee is 1% of assets under management payable quarterly (0.25%) in arrears. The minimum fee is $12,500 per quarter, which will be pro- rated based on the number of days that the account was open during the quarter. Under certain circumstances, minimum fees may be waived at the sole discretion of the Firm. Fees are typically deducted directly from the client’s account. The minimum required to open an account is $5,000,000, which may be waived by Rockbridge in its sole discretion. Rockbridge, in its sole discretion, may waive all or a portion of a client’s investment management fee, or may agree to other changes with respect to a client’s investment management fee. Pooled Investment Vehicle The management fees, performance allocation, and expenses expected for each investor in a pooled investment vehicle managed by Rockbridge (each, a “Fund”) are as defined in the relevant Fund’s offering documents. Performance allocations are deferred for the first five years of an investor’s investment, as described further below. The performance allocation assessed to an investor’s Capital Account for a given performance period is 25% of net appreciation in the investor’s Capital Account over and above the rate of return which is the Fund’s Hurdle over a period of 5 years. Subject to the deferral period discussed below, the performance allocation is assessed at the end of each fiscal year of the Fund and upon a full or partial withdrawal from the Fund by the investor. Performance allocations generally will be deferred (i.e. they will accrue but not be payable) for the first five years of an investor’s investment in the Fund. On the fifth anniversary of the investor’s investment in the Fund, performance allocations will be deducted from the investor’s Capital Account. Specifically, to the extent deduction of performance allocations from the investor’s Capital Account would cause the net appreciation of the investor’s Capital Account over the deferral period to be less than the Hurdle over the same period, the excess deferred performance allocations will be waived at that time. After the fifth anniversary, the investor’s Capital Account will be assessed 5  performance allocations annually and on withdrawal. After the 5-year deferral, each investor will be subject to a performance allocation calculated and charged at the end of each calendar year in an amount of 25% of each investor’s relatable share of the Partnership’s profits for such calendar year which are in excess of a rate of return equal to 6% of the investor’s capital account. If the investor makes multiple capital contributions to the Fund over time, then the five-year deferral period will run separately on a staggered basis for each contribution. Rockbridge, in its sole discretion, may waive all or a portion of the performance allocation as to a Fund investor, or may agree with a Fund investor to other changes in the performance allocation with respect to that investor. Other Fees and Expenses In addition to the investment management fees and performance allocations (if applicable), client accounts are also subject to other expenses such as, but not limited to, custodial charges; brokerage and trading commissions and related costs; taxes; foreign exchange transaction fees; and costs, expenses and fees that may be specific to the account. Client assets may be invested in money market mutual funds, ETFs, or similar instruments. For such investments, the client will bear its pro-rata share of the investment management fee and related expenses of such investments separately from the investment management fee paid to Rockbridge. For a full discussion of Rockbridge’s brokerage practices, please refer to Item 12 of this Brochure. Rockbridge or the client may request termination of the investment management agreement, and the client may obtain a pro-rata refund of investment management fees paid by supplying written notice to Rockbridge thirty (30) days prior to the effective date. Unless otherwise disclosed in the Governing Documents, neither the Firm nor any of its supervised persons accepts compensation for the sale of securities or other investment products. 6  Item 6 – Performance-Based Fees and Side-by-Side Management As noted within Item 5 above, the Firm will generally receive a performance-based allocation from Fund clients. The performance allocation arrangements may provide the Firm with an incentive to engage in more speculative investment strategies in order to potentially receive greater compensation. Separately managed account clients are currently not subject to any performance-based fees but there could be significant overlap in securities holdings between the funds and separately managed client accounts. The Firm is only entitled to performance-based allocations from the Funds. As such, the Firm may have actual or potential conflicts of interest between the Fund and separately managed account clients with respect to the allocation of investment opportunities, allocation of time management from one account over another, conflicts in allocation of trades, and conflicts based on fees. For example, given that a Fund is subject to performance-based compensation, there is an economic incentive for Rockbridge to prioritize the allocation of investments to such Fund. The Firm implements and follows procedures it believes are reasonably designed to help ensure clients are treated fairly over time, and to prevent conflicts from influencing the allocation of investment opportunities among clients. We address this conflict through disclosure in the applicable Governing Documents and this Brochure. 7  Item 7 – Types of Clients Rockbridge will offer investment advisory services to a range of client types, including, but not limited to, institutions, individuals/families, pooled investment vehicles (including the Funds), retirement plans, trusts, estates, charitable organizations, foundations, corporations, and others, all as described in Item 4. Rockbridge requires that a client invest a minimum of $5,000,000 to open an account. The minimum investment requirement may be waived at the discretion of the Firm. 8  Item 8 – Methods of Analysis, Investment Strategies, and Risk of Loss Rockbridge selects and monitors investments based on fundamental research, including analysis of regulatory filings, management interviews, industry research, and estimations of a business’s long-term earnings power. The Firm’s investment process is to seek to identify superior businesses with sustainably high returns on invested capital and which are run by managers that the Firm believes have excellent capital allocation skills and a strong shareholder orientation. Rockbridge will seek to acquire these businesses at a price which, over time, produces returns in excess of the broad market. There is no assurance that the Firm will be successful in this pursuit. As stated in Item 4, the Firm will not limit the types of investments it selects. Generally, the Firm’s investment strategy involves a degree of risk, including the risk of complete loss. There can be no assurance that the Firm will be able to achieve its investment objective or that investments will be profitable. Nothing in this Brochure is intended to imply, and no one is or will be authorized to represent, that the Firm’s investment program is low risk or risk free. General Market Risk Investing involves risk, including the potential loss of principal. Clients should be prepared to bear losses accordingly. Short Sales Short sales can, in certain circumstances, substantially increase the impact of adverse price movements on a portfolio. A short sale involves the risk of a theoretically unlimited increase in the market price of the particular investment sold short, which could result in an inability to cover the short position and a theoretically unlimited loss. There can be no assurance that securities necessary to cover a short position will be available for purchase. Use of Leverage The Firm may utilize leverage with respect to the Funds not separate accounts. This results in controlling more assets than a Fund has equity. Leverage increases returns if it earns a greater return on investments purchased with borrowed funds than the cost of borrowing such funds. However, the use of leverage presents additional levels of risk, including, but not limited to, (i) greater losses from investments than would otherwise have been the case had the Fund not borrowed to make the investments, (ii) margin calls or interim margin requirements, which may force premature liquidations of investment positions adverse to the long term investment thesis of said security by the Firm and (iii) losses on investments where the investment fails to earn a return that equals or exceeds the cost of borrowing such funds. In the event of a sudden, precipitous drop in the value of the Fund’s assets, the manager might not be able to liquidate assets quickly enough to repay its borrowings, further magnifying its losses. In an unsettled credit environment, the Firm may find it difficult or impossible to obtain leverage for a Fund. In addition, any leverage obtained, if terminated on short notice by the lender, could result in the Firm being forced to unwind a Fund’s positions quickly and at prices below what the Firm deems to be fair value for such positions. 9  Hedging Transactions The Firm may utilize a variety of financial instruments such as derivatives, options, swaps, caps and floors, and forward contracts for both risk management and general investment and speculation purposes. With respect to the client’s risk management and hedging transactions, there can be no assurances that a particular hedge is appropriate, or that a certain risk is measured properly. Further, while the Firm may enter into hedging transactions to seek to reduce risk, such transactions may result in poorer overall performance and increased (rather than reduced) risk than if it did not engage in any such hedging transactions. In addition, the Firm may choose not to enter into hedging transactions with respect to some or all of its positions. Non-Diversification The separately managed accounts will consist of long-only positions, but the Funds generally may contain a number of both long and short positions. Clients may be invested primarily in a relatively concentrated portfolio of equity securities. Such concentration may increase losses as the investment portfolio may be more volatile than would be the case if the portfolios were more diversified. Non-U.S. Securities The Firm may invest outside of the United States. Investing in securities of non-U.S. governments and companies which are generally denominated in non-U.S. currencies involves certain considerations comprising both risks and opportunities not typically associated with investing in securities of the United States government or United States companies. These considerations include changes in exchange rates and exchange control regulations, political and social instability, expropriation, imposition of foreign taxes, less liquid markets and less available information than is generally the case in the United States, higher transaction costs, less government supervision of exchanges, brokers and issuers, greater risks associated with counterparties and settlement, difficulty in enforcing contractual obligations, lack of uniform accounting and auditing standards, and greater price volatility. Derivatives To the extent that the Firm invests in swaps or derivative or synthetic instruments, or enters into repurchase agreements or other over-the-counter transactions, the Firm may take a credit risk with regard to parties with whom it trades and may also bear the risk of settlement default. These risks may differ materially from those entailed in exchange-traded transactions that generally are backed by clearing organization guarantees, more frequent mark-to-market and settlement, and segregation and minimum capital requirements applicable to intermediaries. Transactions entered directly between two counterparties generally do not benefit from such protections and expose the parties to the risk of counterparty default. It is expected that all securities and other assets deposited with custodians or brokers will be clearly identified as being assets (directly or indirectly) of the Firm’s clients, and hence the clients should not be exposed to a credit risk with regard to such parties. However, it may not always be possible to achieve this segregation, and there may be 10  practical or time problems associated with enforcing rights to its assets in the case of an insolvency of any such party. Currency Risks The Firm’s clients may have exposure to fluctuations in currency exchange rates. It may, in part, seek to offset the risks associated with this exposure or enter into foreign exchange transactions to increase its returns. Changes in exchange rates over time are the result of many factors directly or indirectly affecting the economic and political conditions in the country or economic region associated with a specific currency. Exchange rates fluctuate for a number of reasons. Cyber Security Breaches and Identity Theft The Firm’s information and technology systems may be vulnerable to damage or interruption from computer viruses, network failures, computer and telecommunication failures, infiltration by unauthorized persons and security breaches, usage errors by its professionals, power outages and catastrophic events such as fires, tornadoes, floods, hurricanes and earthquakes. Although the Firm has implemented various measures to manage risks relating to these types of events, if these systems are compromised, become inoperable for extended periods of time or cease to function properly, the Firm may have to make a significant investment to fix or replace them. The failure of these systems and/or of disaster recovery plans for any reason could cause significant interruptions in the Firm’s operations and result in a failure to maintain the security, confidentiality or privacy of sensitive data, including personal information relating to investors (and the beneficial owners of investors). Such a failure could harm the Firm’s reputation, subject it to legal claims and otherwise affect its business and financial performance. Lack of Liquidity of Investments While the Firm expects the majority of client portfolios to be liquid, assets may, at any given time, include securities and other financial instruments or obligations that are thinly traded or for which no market exists and/or which are restricted as to their transferability under applicable securities laws and company-imposed restrictions. The sale of any such investments may be possible only at substantial discounts, and it may be extremely difficult to accurately value any such investments. Unrelated Business Taxable Income for Certain Tax-Exempt Investors Pension and profit-sharing plans, individual retirement accounts, and other tax-exempt investors may realize “unrelated business taxable income” because of an investment in a Fund since the Fund may employ leverage. Any tax-exempt investor should consult their own tax adviser with respect to the effect of an investment in a Fund on its own tax situation. Effects of Health Crises and Other Force Majeure Events Health crises, such as pandemic and epidemic diseases, as well as other catastrophes that interrupt the expected course of events, such as natural disasters, war or civil disturbance, acts of terrorism, power outages and other unforeseeable and external events, and the public response to or fear of 11  such diseases or events, have and may in the future have an adverse effect on clients’ investments and the Firm’s operations. For example, any preventative or protective actions that governments may take in respect of such diseases or events may result in periods of business disruption, inability to obtain raw materials, supplies and component parts, and reduced or disrupted operations for clients’ investments. In addition, under such circumstances the operations, including functions such as trading and valuation, of the Firm and other service providers could be reduced, delayed, suspended or otherwise disrupted. The Firm’s current portfolio manager(s) could fall ill or otherwise be adversely affected by such events, requiring the addition and/or substitution of other investment personnel to act as portfolio managers. Further, the occurrence and pendency of such diseases or events could adversely affect the economies and financial markets either in specific countries or worldwide. 12  Item 9 – Disciplinary Information Registered investment advisers are required to disclose all material facts regarding any legal or disciplinary events that would be material to client’s evaluation of the adviser or the integrity of adviser’s management. There are no legal or disciplinary events that are material to an evaluation of Rockbridge’s advisory services or the integrity of its management. 13  Item 10 – Other Financial Industry Activities and Affiliations Neither Rockbridge nor any of its management persons are currently registered or have an application pending to register as a broker-dealer or a registered representative of a broker-dealer, or a futures commission merchant, a commodity pool operator, a commodity trading advisor, or an associated person of the foregoing entities. House Mountain GP, LLC, delegates investment discretion of House Mountain Partners, LP and its Feeder Fund, House Mountain Partners (Cayman), LP to Rockbridge Capital Management, LLC. Rockbridge and its management persons do not have any other relationships or arrangements material to the Firm’s advisory business or its clients. In the future, Rockbridge, either directly or through an affiliate, may serve as the general partners, managing member or other form of sponsor to a pooled investment vehicle, the conflicts surrounding which will be fully disclosed to underlying investors. Rockbridge does not recommend or select other investment advisers for clients. 14  Item 11 – Code of Ethics, Participation or Interest in Client Transactions and Personal Trading Rockbridge has adopted a Code of Ethics (the “Code”) which describes the Firm’s fiduciary duties and responsibilities to its clients and requires that the Firm’s employees act in the best interests of its clients, act in good faith and in an ethical manner, avoid conflicts of interest with the clients to the extent reasonably possible, and identify and manage conflicts of interest to the extent that they arise. The Code, along with the Firm’s policies and procedures (the “Policies and Procedures”), is expected to serve as a minimum standard of professional conduct, helping create and support a culture of compliance. The Firm’s employees will be required to comply with applicable provisions of the federal securities laws and make prompt reports to the Firm or other appropriate party of any actual or suspected violations of such laws by the Firm or its employees. In addition, the Code will set forth formal policies and procedures that aim to prevent the misuse and disclosure of material nonpublic information (“MNPI”) or other confidential information, including, but not limited to, policies that relate to personal securities trading, conflicts of interest, gifts and entertainment, and outside business activities. As a part of the Code’s policies and procedures, as they relate to employee personal trading, Rockbridge employees are prohibited from owning an outside personal trading account, except that of a product offered by the Firm, such as participation in a separately managed account or pooled investment vehicle, a third-party managed separately managed account, or such brokerage account that transacts exclusively in ETFs or mutual funds. All employees receive a copy of the Code and provide a written acknowledgement of receipt and understanding. Clients or prospective clients may obtain a copy of the Code by contacting the Firm at (703) 628-1036. From time to time, and consistent with a client’s investment objectives and subject to the satisfaction of the policies and procedures set forth in the Code and in the Firm’s compliance manual (“Compliance Manual”), the Firm may recommend that a client acquire or sell securities in which a related person of the Firm has a pre-existing direct or indirect interest. A potential conflict of interest could arise in that the interested related person of the Firm could benefit from such a purchase or sale of the applicable security by a client. However, the Firm has policies and procedures designed to identify and manage conflicts of interest to the extent they arise in connection with such transactions. These procedures are further detailed in the Firm’s policies and procedures. Certain terms of the Governing Documents and the equity participation of Rockbridge’s related persons in the clients’ assets further mitigate such conflicts. 15  Item 12 – Brokerage Practices Rockbridge is authorized to determine the broker-dealer to be used for each securities transaction for clients. Several factors are considered when Rockbridge has discretion to select the broker- dealer used to execute transactions and determine the reasonableness of their compensation via commissions. Such factors may include the size of the order, the broker-dealer’s execution capability, commission rates, clearance and settlement capability, as well as the broker-dealer’s provision of research and other brokerage services. On a periodic basis, as deemed reasonable by the Firm, the Firm will review current commission rates, existing and new trading relationships, and any changes in the trading environment. Rockbridge will adhere to the “best execution” principle in executing securities transactions. While not currently in place, Rockbridge retains the right to enter into commission sharing agreements to allow a portion of the brokerage commissions generated by clients to be used to purchase research and other services within the confines of Section 28(e) of the Securities Exchange Act of 1934, as amended, which is a “safe harbor” that permits an investment manager to use commissions or “soft dollars” to obtain research and brokerage services that provide lawful and appropriate assistance in the investment decision-making process. Except for services that would be a client expense, the Firm will limit the use of “soft dollars” to obtain research and brokerage services to services which constitute research and brokerage within the meaning of Section 28(e). Research services within Section 28(e) may include, but are not limited to, research reports (including market research); certain financial newsletters and trade journals; software providing analysis of securities portfolios; corporate governance research and rating services; attendance at certain seminars and conferences; discussions with research analysts; meetings with corporate executives; consultants’ advice on portfolio strategy; data services (including services providing market data, company financial data and economic data); advice from brokers on order execution; and certain proxy services. Brokerage services within Section 28(e) may include, but are not limited to, services related to the execution, clearing and settlement of securities transactions and functions incidental thereto (i.e., connectivity services between an investment manager and a broker-dealer and other relevant parties such as custodians); trading software operated by a broker- dealer to route orders; software that provides trade analytics and trading strategies; software used to transmit orders; clearance and settlement in connection with a trade; electronic communication of allocation instructions; routing settlement instructions; post-trade matching of trade information; and services required by the SEC or a self-regulatory organization such as comparison services, electronic confirms or trade affirmations. The use of client commissions to obtain research or other products or services benefits the Firm, as the Firm does not have to pay or produce for the research, products, or services. As a result, an inherent conflict of interest may arise, as this creates an incentive for the Firm to select or recommend a broker-dealer based on the research, products, and/or services that it obtains. Research, products, and other services obtained through “soft dollars” may be used in servicing any or all accounts and may be used in connection with accounts other than those that pay commissions to the broker-dealer relating to the research or other service arrangements. There can be no guarantee that a certain client will be the direct or indirect beneficiary of the research or brokerage services obtained. 16  When appropriate, the Firm may, but is not required to, aggregate client orders to achieve more efficient execution or to provide for equitable treatment among accounts. Clients participating in aggregated trades will be allocated securities based on the average price achieved for such trades, including when the Funds and separately managed accounts trade in aggregate. When orders are not aggregated, trades generally will be processed in the order that they are placed with the broker or counterparty selected by Rockbridge. As a result, certain trades in the same security for one client (including a client in which Rockbridge and its personnel may have a direct or indirect interest) may receive more or less favorable prices or terms than another client, and orders may not be filled entirely or at all, based on market conditions. 17  Item 13 – Review of Accounts Each client account is reviewed by the Firm on a periodic basis . The frequency of such review is determined at the discretion of the Firm. The Firm reviews, amongst other things, client account performance, compliance with account restrictions, and allocations of securities transactions. Detailed information regarding the oversight and review of the client account is included in the Governing Documents. 18  Item 14 – Client Referrals and Other Compensation No entity, other than clients, provides an economic benefit to the Firm for providing investment advice or other advisory services to clients, unless otherwise disclosed in this Brochure and/or the Governing Documents. As of the date of this Brochure, neither Rockbridge nor any of its related persons compensates any person who is not a supervised person for client or investor referrals. 19  Item 15 – Custody Rockbridge is subject to Rule 206(4)-2 under the Advisers Act, also known as the “Custody Rule,” which sets forth specific requirements relating to client securities or certain other assets over which the Firm has actual or constructive custody. Client assets are held for safekeeping by an independent qualified custodian. For any Funds launched by the Firm, the Firm will ensure that the Fund is audited by an independent auditor that is both registered with, and subject to regular inspection by, the Public Company Accounting Oversight Board (“PCAOB”), in accordance with U.S. Generally Accepted Accounting Principles (“GAAP”). Furthermore, audited financial statements will be delivered to the underlying investors within 120 days of each Fund’s fiscal year end. Each client will receive or have electronic access to account statements from the broker-dealer, bank or other qualified custodian. Most clients receive brokerage account statements on a periodic basis, as determined by the broker-dealer, bank, or qualified custodian. Clients should carefully review their brokerage account statements. 20  Item 16 – Investment Discretion Rockbridge provides investment advisory services on a discretionary basis. Additionally, Rockbridge and the client enter into an investment management agreement that further establishes the Firm’s discretionary authorities. Unless otherwise instructed or directed by a discretionary client, such authority generally permits the Firm to determine, amongst other things, the securities to be bought and sold for the client account, and the amount of securities to be bought or sold for the client account. 21  Item 17 – Voting Client Securities As part of its services, Rockbridge will vote proxies on behalf of its clients. The Firm has a written policy in place regarding the voting of proxies that is designed to ensure that the Firm fulfills its fiduciary obligation to its clients. The policy is intended to address a range of common business and social issues often contained in proxy statements. The Firm will handle items not specifically addressed in the policy on a case-by-case basis. A copy of the Firm’s written policy with respect to proxy voting is available upon request. 22  Item 18 – Financial Information The Firm does not require or solicit prepayment of fees from any client in advance. The Firm does not believe any financial conditions currently exist that are reasonably likely to impair its ability to meet contractual or other commitments to clients. The Firm has not been the subject of a bankruptcy petition at any time during the past ten years. 23