WILKINS INVESTMENT COUNSEL INC

Item 1 – Cover Page WILKINS INVESTMENT COUNSEL, INC. Form ADV Part 2A Brochure March 11, 2025 This Brochure provides information about the qualifications and business practices of Wilkins Investment Counsel, Inc. You should review this brochure to understand your relationship with our firm and help you determine whether to hire or retain us as your investment adviser. If you have any questions about the contents of this brochure, please contact us at (617) 951-9969. The information in this Brochure has not been approved or verified by the United States Securities and Exchange Commission (“SEC”) or by any state securities authority. Additional information about Wilkins Investment Counsel, Inc. also is available on the SEC’s website at www.adviserinfo.sec.gov. You can search this site by our firm name or by using a unique identifying number, known as a CRD number. The CRD number for Wilkins Investment Counsel, Inc. is 104913. Wilkins Investment Counsel, Inc. is a registered investment adviser. Registration of an investment adviser does not imply any level of skill or training. 1  Item 2 – Material Changes This Item of the Brochure discusses specific material changes that have been made to the Brochure since the Firm’s last annual update. Below is a summary of the material changes that have been made to the brochure since our last update on March 19, 2024:  Item 4 – Assets Under Management WIC’s assets under management were updated to reflect that our firm has discretionary assets under management of approximately $1.08 billion as of December 31, 2024.  Item 8 - Methods of Analysis, Investment Strategies WIC amended its disclosure pertaining to the risks associated with certain investment instruments, cybersecurity and other business resiliency events. We will provide you with a Summary of Material Changes made to this Brochure annually at no cost. You may receive an updated copy of this brochure at any time by contacting us at (617) 951-9969. 2  Item 3 - Table of Contents Item 1 – Cover Page ..................................................................................................... 1 Item 2 – Material Changes ............................................................................................ 2 Item 3 - Table of Contents ............................................................................................ 3 Item 4 – Advisory Business ........................................................................................... 4 Item 5 – Fees and Compensation ................................................................................... 5 Item 6 – Performance-Based Fees and Side-By-Side Management .................................. 5 Item 7 – Types of Clients .............................................................................................. 5 Item 8 – Methods of Analysis, Investment Strategies ..................................................... 6 Item 9 – Disciplinary Information ............................................................................... 10 Item 10 – Other Financial Industry Activities and Affiliations ..................................... 10 Item 11 – Code of Ethics, Participation in Client Transactions and Personal Trading ... 10 Item 12 – Brokerage Practices ..................................................................................... 11 Item 13 – Review of Accounts .................................................................................... 12 Item 14 – Client Referrals and Other Compensation .................................................... 12 Item 15 – Custody ...................................................................................................... 12 Item 16 – Investment Discretion ................................................................................. 13 Item 17 – Voting Client Securities ............................................................................... 13 Item 18 – Financial Information ................................................................................. 13 3  Item 4 – Advisory Business About Our Firm Wilkins Investment Counsel, Inc. (“WIC” or the “Firm”) is a registered investment adviser which manages investment accounts on a discretionary basis for individuals, high-net-worth individuals, families, foundations, endowments and other charitable institutions. We also serve in a consulting capacity to certain outside trustees where we share our views on the economy and capital markets as well as make portfolio specific recommendations. The Firm was founded in 1989 by John P. Wilkins. We are 100% privately owned by John P. Wilkins, Michael F. Charland, and Shane M. Garman. We have eleven (11) total employees, six (6) of whom comprise the investment staff and five (5) of whom comprise the operations team. Types of Advisory Services We Offer Through the efforts of a professionally trained investment staff using fundamental research, we identify and purchase publicly traded equity and debt securities to establish individually tailored portfolios designed to meet the specific needs of each individual client. Clients may impose certain restrictions with respect to the specific securities or types of securities we purchase. We work with our clients to determine their investment objectives and risk profile and develop and execute a customized investment plan based on their individual needs and goals. WIC utilizes the financial information provided by clients to analyze and develop strategies and solutions to assist clients in meeting their financial goals. WIC emphasizes the importance of continuous communication with our clients regarding any significant life events or changes that could impact their financial objectives and, consequently, the advisory services provided by WIC. The Firm encourages you to promptly inform your designated WIC advisor of updates to your personal and financial circumstances, aspirations, and preferences. This information is essential for the accurate tailoring of investment advice and recommendations provided to clients. It is your responsibility to ensure that the information provided to WIC is current and accurate. This data serves as the cornerstone for any investment and/or wealth management recommendations made by WIC. You should promptly notify your WIC advisor of any changes in your financial situation or if you wish to place any limitations on the management of your account. Prior to WIC rendering any of the foregoing services, clients are required to enter into one or more written advisory agreements with the Firm setting forth the relevant terms and conditions of the advisory relationship. 4  Amount of Assets We Manage As of December 31, 2024, WIC managed $1.08 billion million on a discretionary basis and $0 of non-discretionary assets under management. Item 5 – Fees and Compensation Our non-negotiable fees for discretionary clients are based on the following annual rates and are calculated quarterly in arrears based on principal value.  0.75% on first $20 million of assets  0.50% on assets over $20 million. Our minimum annual fee for an individual account is $15,000 ($3,750 per quarter). Our minimum annual fee for an institutional account is $25,000 ($6,250 per quarter). Our Firm does not act as a custodian and depending on the custodian chosen, our fees may be deducted from the account directly or an invoice will be mailed to the client. In addition to our fees, clients may also incur trading commissions, fees associated with mutual fund investments, wire transfer fees or custodial fees. Such fees and commissions are exclusive of and in addition to our management fees. For more information regarding brokerage practices, please refer to Item 12 below. We also provide investment advice to certain outside private fiduciaries at agreed upon rates based on the services provided. Such accounts are also not subject to the minimum annual fees. Payment of Fees By signing our investment advisory agreement, you authorize WIC to instruct the account custodian to directly debit fees from your account unless otherwise noted. Fees for our advisory services generally require you to pay investment advisory fees in arrears. Any unearned fees will be promptly refunded. Item 6 – Performance-Based Fees and Side-By-Side Management WIC does not charge any performance-based fees and therefore are not required to disclose any additional information pursuant to this Item. Item 7 – Types of Clients Our Firm provides portfolio management services to individuals, high-net-worth individuals, families, foundations, endowments, and other charitable institutions. Our fee schedule listed 5  in Item 5 above details our minimum annual fees for this service. Specifically, we charge a minimum of $15,000 per year for individual clients and $25,000 per year for institutional clients. We also provide investment advice to certain outside private fiduciaries. Item 8 – Methods of Analysis, Investment Strategies Methods of Analysis and Investment Strategies With both equity and fixed income securities, we employ a fundamentally based strategy that focuses on rigorous primary research into security characteristics. With equity securities this research includes, but is not limited to, studying company fundamentals and financials, ability and depth of management, strength of board of directors and industry characteristics. We employ a long-term strategy and pay particular attention to price and valuation at time of purchase. Fixed income purchases are focused on short to intermediate term high quality securities. We typically construct laddered bond portfolios with the intention to hold those securities to maturity to mitigate reinvestment risk. Risk of Loss Investing in securities involves risk of loss that clients should be prepared to bear. All investments present the risk of loss of principal – the risk that the value of securities, when sold or otherwise disposed of, can be less than the price paid for the securities. The securities and instruments utilized by WIC are subject to market fluctuations and other risks inherent in investing in such investments and there can be no assurance that any appreciation in value will occur. Securities markets, especially foreign markets, are volatile and can decline significantly in response to adverse issues, political, regulatory, market or economic developments. Different parts of the market can react differently to these developments and the value of an individual security or particular type of security can be more volatile than, and can perform differently from, the market as a whole. Investing in foreign securities involves additional risks, such as currency fluctuations, periods of illiquidity and price volatility. Product Risks Equity Securities. WIC invests in equity securities and equity-related securities (collectively “equity securities”). Investing in equity securities includes market risk, issue risk, price volatility risk and market trends risk. The securities of small-to-medium-sized (by market capitalization) companies, or financial instruments related to such securities, can have a more limited market than the securities of larger companies. Accordingly, it can be more difficult to effect sales of such securities at an advantageous time or without a substantial drop in price than for securities of a company with a large market capitalization and broad trading market. In addition, securities of small-to-medium-sized companies at times can have greater price 6  volatility as they are generally more vulnerable to adverse market factors such as unfavorable economic reports. WIC does not engage in equity securities short selling. Fixed Income Securities. The return and principal value of bonds fluctuate with changes in market conditions. Fixed-income securities are subject to interest rate risk and credit quality risk. The market value of fixed-income securities generally declines when interest rates rise, and an issuer of fixed-income securities can default on its payment obligations. Changes in interest rates generally have a greater effect on bonds with longer maturities than on those with shorter maturities. If bonds are not held to maturity, they may be worth more or less than their original value when purchased or sold. Credit risk refers to the possibility that the issuer of a bond will not be able to make principal and/or interest payments. High yield bonds, also known as “junk bonds,” carry higher credit risk than higher rated investment grade bonds. Exchange-Traded Funds. ETFs are typically investment companies that are legally classified as open-end mutual funds or unit investment trusts and invest in a basket of securities or a market index. ETFs differ from traditional mutual funds in that ETF shares are listed on a securities exchange. Shares can be bought and sold throughout the trading day like shares of other publicly traded companies. ETF shares may trade at a discount or premium to their net asset value. This difference between the bid price and ask price is often referred to as the “spread.” The spread varies over time based on the ETF’s trading volume and market liquidity. It is generally lower if the ETF has high trading volume and market liquidity and higher if the ETF has low trading volume and market liquidity. Liquidity risks are higher for ETFs with a large spread. ETFs may be closed and liquidated at the discretion of the issuing company. An ETF’s performance may not perfectly replicate its benchmark index, leading to unexpected results. In addition, recently actively managed ETFs have become available for investment that are subject to the same kinds of risks that apply to actively managed mutual funds (see below). Mutual Funds. Mutual funds may invest in different types of securities, such as value or growth stocks, real estate investment trusts, corporate bonds or U.S. government bonds. There are risks associated with each asset class. Redemption of a mutual fund’s shares is generally affected at current net asset value, which may be more or less than the original cost of the investment. An investment in a money market fund is not insured or guaranteed by the Federal Deposit Insurance Corporation or any other governmental agency. Although money market funds seek to preserve the value of your investment at $1.00 per share, it is possible to lose money by investing in the fund. Because each mutual fund owns different types of investments, performance will be affected by a variety of factors. Mutual funds may either seek to replicate the results of an index or be “actively managed” in accordance with a described strategy. The value of your investment 7  in a mutual fund will vary from day to day as the values of the underlying investments in a fund vary. Such variations generally reflect changes in interest rates, market conditions and other company and economic news. These risks may become magnified depending on how much a fund invests or uses certain strategies. A fund’s principal market segment(s), such as large-cap, mid-cap or small-cap, or growth or value, stocks may underperform other market segments or the equity markets as a whole. Aggressive growth funds are most suitable for investors willing to accept price per share volatility since many companies that demonstrate high growth potential can also be high risk. Income from tax-free mutual funds may be subject to local, state and/or the alternative minimum tax. You can find additional information regarding these risks in a mutual fund’s prospectus. The risk of loss described herein should not be considered to be an exhaustive list of all the risks which Clients should consider. Cybersecurity Events Like other business enterprises, the use of the internet and other electronic media and technology exposes WIC and its clients, service providers, and their respective operations, to potential risks from cyber-security attacks or incidents (collectively, “cyber-events”). Cyber- events include both intentional and unintentional events at WIC or one of its third-party counterparties or service providers, that may result in a loss or corruption of data, and/or the unauthorized release or other misuse of confidential information. Cyber-events may compromise WIC’s ability to conduct its business. A cybersecurity breach may also result in a third-party obtaining unauthorized access to clients’ information, including sensitive information such as home addresses, account numbers, account balances, and account holdings. In addition, cyber-events affecting issuers in which the clients invest could cause the clients’ investments to lose value. WIC has established risk management systems reasonably designed to seek to reduce the risks associated with cyber-events, however, there is no guarantee that the efforts of WIC, its counterparties, or other service providers, will succeed, either entirely or partially. Among other reasons, the nature of malicious cyber- attacks is becoming increasingly sophisticated and WIC cannot control the cyber systems and cyber security systems of issuers or third-party service providers. There is also a risk that a cyber-event may not be detected. Business Resiliency WIC's operations could be disrupted by catastrophic events, such as fires, natural disasters, terrorist attacks, wars or similar emergencies resulting in property damage, network disruptions or prolonged power outages. Despite having contingency plans and conducting regular tests, it's impossible to prepare for every potential event. These risks could significantly impact WIC and its operations. 8  Pandemic Outbreak Epidemics or pandemics can introduce market and business uncertainties, including market volatility, business closures, supply chain disruptions, travel restrictions and widespread medical absences. WIC has policies and procedures to manage these situations; however, the unpredictable nature of large outbreaks means not all eventualities can be anticipated or addressed. The COVID-19 pandemic highlighted the importance of having a robust Business Continuity Plan, which allows WIC personnel to work remotely or on a hybrid office-remote basis. Future incidents might impact operations differently, including those of WIC and key service providers. Economic and Political Conditions Economic changes, such as fluctuations in interest rates, inflation, currency values, industry conditions, competition, technological advancements, trade relations, political events and tax laws, can adversely affect investment performance. Economic, political and financial conditions — including military conflicts and sanctions — can cause market volatility, illiquidity and other negative effects. Economic or political instability, diplomatic issues or disasters in regions where client assets are invested could harm many kinds of investments. The potential for recession and its impact on different asset classes is uncertain and beyond WIC's control, with no guarantees that WIC can predict these developments. Custody WIC is obligated to keep client funds and securities over which it has custody with a qualified custodian. There is a risk of loss if a custodian faces insolvency, fraud or mismanagement. Cash and securities held in a brokerage account may exceed Securities Investor Protection Corporation coverage, which generally protects accounts up to $500,000, including up to $250,000 in cash. Clients are at risk if a brokerage firm holding their assets fails to fulfill its obligations or faces distress, potentially impacting your ability to access assets or utilize services. While non-cash assets held in custody at a bank are typically outside a failed bank’s estate, client accounts could still be impacted by delays in accessing funds, settling trades or delivering securities due to a bank's failure. Diversifying custodial relationships may mitigate such risks. Key Persons WIC’s investment success heavily relies on the experience of its principals. Losing one or more key individuals could adversely impact investment performance due to diminished strategy development, opportunity sourcing, relationship leveraging and investment expertise. 9  Item 9 – Disciplinary Information As a registered investment adviser, WIC is required to disclose all material facts regarding any legal or disciplinary events that would be material to your evaluation of our firm or the integrity of our management. WIC has no disciplinary information to report. Item 10 – Other Financial Industry Activities and Affiliations Neither the Firm nor any of its employees are engaged in any other financial industry activities or has any financial industry affiliations other than our advisory business as described in Item 4. Item 11 – Code of Ethics, Participation in Client Transactions and Personal Trading Our Code of Ethics WIC is committed to providing investment advice with the utmost professionalism and integrity. Our Firm strives to identify, manage and/or mitigate conflicts of interest and has adopted policies, procedures and oversight mechanisms to address conflicts of interest. We have adopted a Code of Ethics that emphasizes our fiduciary obligation to put client interests first and is designed to ensure personal securities transactions, activities and interests of employees will not interfere with the responsibilities to make decisions in the best interest of clients. All supervised persons of our Firm must acknowledge and comply with our Code of Ethics. We will provide a copy of our Code of Ethics to any client or prospective client upon request. A copy of the Code can be requested by writing to Wilkins Investment Counsel, 160 Federal Street, Boston, MA 02110, Attention: Chief Compliance Officer. Participation in Client Transactions WIC does not affect transactions for client accounts in which WIC acts as a principal or a broker, including agency cross transactions. Principal transactions are generally defined as transactions where an adviser, acting as principal for its own account or the account of an affiliate, buys a security from or sells a security to an advisory client. An agency cross transaction is defined as a transaction where a person acts as an investment adviser in relation to a transaction in which the investment adviser, or any person controlled by or under common control with the investment adviser, acts as broker for both the advisory client and for another person on the other side of the transaction. Agency cross transactions may arise where an adviser is dually registered as a broker-dealer or has an affiliated broker-dealer, which does not apply to WIC. 10  Employee Personal Trading Supervised persons of WIC may purchase or sell certain securities that we recommend for investment in client accounts. This creates a conflict of interest as there is a possibility that supervised persons of our Firm might benefit from market activity by a client in a security held by the supervised person. Our Code of Ethics is designed to assure that the personal securities transactions, activities and interests of our supervised persons will not interfere with making decisions in the best interest of our clients while, at the same time, allowing employees to invest for their own accounts. Our Code of Ethics places restrictions on our supervised persons’ personal trading activities. These restrictions include, but are not limited to, a prohibition on trading based on material, non-public information and pre-clearance requirements for certain types of transactions and securities. Employee trading is monitored to prevent conflicts of interest between WIC and our clients. WIC’s Chief Compliance Officer is primarily responsible for the administration of the Code of Ethics and monitoring compliance with provisions of the Code of Ethics. Item 12 – Brokerage Practices WIC executes securities transactions with the objective of achieving the best overall results for the client. Several factors are considered when selecting brokers including commission rates, execution capabilities, clearance and settlement efficiency and experience in resolving trade issues, among others. Security orders are placed with consideration given to competitive commission rates which, in light of the circumstances prevailing at the time, together with the price, will result in a favorable overall execution. Brokerage which is directed by the client is an exception to this guideline. Clients who choose to direct brokerage are advised that this choice can limit or eliminate the firm’s ability to negotiate commissions and otherwise obtain the best price and execution. The Firm does not act as a custodian and each client must choose their own custodian. The client’s choice of custodian may impact the Firm’s ability to negotiate commissions or otherwise obtain the best execution on behalf of the client. When multiple client accounts are trading in the same equity security at the same custodian, the Firm aggregates the purchase and sale so that the clients will participate equitably. Allocation decisions are made and documented before an order is placed. Post-execution allocations of orders should be used only where an aggregated order is not filled in its entirety. Such allocations must be consistent with treating all client accounts fairly and equitably. The Firm does not act as a broker in any client transaction. The Firm does not engage in either principal transactions or agency cross transactions on behalf of clients. In the event that the Firm engages in a cross transaction between clients, WIC will enact the trade at an independently determined, market-based price and will pay a reasonable fee to the acting broker for the trade given the circumstances at that time. 11  Trading errors must be reported immediately to the Firm’s CCO. The CCO will determine whether it is possible and appropriate for the trade to be unwound. If the trade cannot be unwound, the CCO will review the error and determine whether any clients were harmed. If they have, the Firm will incur the cost of all losses stemming from the trading error. If a trade error results in a gain to a client account, neither the Firm nor the client will benefit from the Trade Error. The gain will either be kept by the custodian of the Client account or donated to a charitable organization by the custodian. The CCO will review any trading errors to determine if new policies and procedures should be adopted to prevent a similar error from occurring in the future. On an annual basis, the firm’s CCO will review the allocation of brokerage commissions and the execution capability of the brokerage firms used. The firm does not use soft dollars. Item 13 – Review of Accounts Accounts at WIC are reviewed on a periodic basis by their portfolio manager responsible for the account and client relationship. This review includes assessing client goals and objectives, monitoring the account and addressing the need to rebalance, as necessary. Individual securities held in client accounts are periodically monitored by WIC. Accounts are reviewed in the context of each client’s stated investment objectives and guidelines. More frequent reviews may be triggered by material changes to a client’s individual circumstances, market conditions, tax law changes or the political or economic environment. Clients are sent written portfolio reviews and personal letters detailing account activity, typically on a quarterly basis. Item 14 – Client Referrals and Other Compensation The Firm does not compensate, either directly or indirectly, any individual or firm for referring clients or prospective clients to us. Neither the Firm nor any of its employees receives compensation, either directly or indirectly, for referring clients to other business professionals, such as accountants or attorneys. Item 15 – Custody WIC does not act as a qualified custodian to client accounts. WIC is deemed to have custody on the basis that we deduct fees directly from certain client accounts. In limited circumstances, WIC can also be deemed to have custody of client assets due to the nature of the custodial agreement between a client and its custodian. In such circumstances, WIC will notify the client and custodian that its authority is limited to “delivery versus payment” notwithstanding the wording of the custodial agreement. Additionally, WIC can be deemed to have custody 12  of client assets through a standing letter of authorization. If such custody occurs, WIC discloses it in Part 1 of Form ADV. It is WIC’s practice not to accept such authority. Item 16 – Investment Discretion Each client signs a contract granting full investment discretionary authority to the firm over that client’s investment portfolio. Clients may impose certain restrictions with respect to the specific securities or types of securities we purchase. WIC does not manage client assets on a non-discretionary basis. Item 17 – Voting Client Securities WIC does not vote proxies on behalf of clients. This is a right that is retained by the client who will receive the appropriate proxy voting materials from their custodian. Item 18 – Financial Information Reporting for this item is only applicable for firms which require or solicit prepayment of more than $1,200 in fees per client six months or more in advance. As such, this item is not applicable as our firm only charges in arrears. 13