Citizens JMP Securities, LLC Disclosures

Firm Summary

Citizens JMP Securities, LLC ("CJMPS") provides investment banking, equity research, and sales and trading services to corporate and institutional clients. CJMPS is a registered broker-dealer and member of The Financial Industry Regulatory Authority (FINRA) and the Securities Investor Protection Corporation (SIPC). CJMPS is an indirect subsidiary of Citizens Financial Group, Inc. (NYSE: CFG) ("CFG"). CJMPS is an affiliate of Citizen Bank, N.A.("CBNA")

Important New Account Information

To help the government fight the funding of terrorism and money laundering activities, Federal law requires all financial institutions to obtain, verify, and record information that identifies each person who opens an account. What this means for you: When you open an account, we will ask for your name, address, date of birth (for individuals), and any other information that will allow us to identify you. We may also ask to see your driver's license or other identifying documents.

Nonpublic Customer Information

The Federal Reserve and the SEC require that CJMPS obtain your consent before we can share nonpublic customer information with or obtain such information from our bank or thrift affiliates, including their credit evaluation of you. Unless and until you notify CJMPS in writing to the contrary, you shall be deemed to have consented to the disclosure of nonpublic information between CJMPS and its bank or thrift affiliates, to the extent permitted by law.

Material, Non-Public Information

CJMPS has policies and procedures in place reasonably designed to prevent the unauthorized use and disclosure of material, non-public information about securities issuers, pending research reports and other confidential data. These policies are intended to ensure that all information provided by CJMPS to others is done so appropriately and in accordance with all applicable laws, rules and regulations.

FINRA Rule 2267 Investor Education and Protection

BrokerCheck provides investors with the ability to research the professional backgrounds, business practices, and conduct of FINRA-registered brokerage firms and brokers. In connection with this program, investors may call the BrokerCheck Hotline at (800) 289-9999 and visit the FINRA website at BrokerCheck - Find a broker, investment or financial advisor. An investor brochure that includes information describing the FINRA BrokerCheck Program is available from either of these sources.

15c3-5 Market Access

SEC Rule 15c3-5 requires broker-dealers that access or provide access to exchanges or alternative trading systems to establish, document, and maintain a system of risk management controls that are reasonably designed to manage the financial, regulatory, and other risks in connection with market access. CJMPS has developed controls that may pause or reject select orders that exceed certain pre-determined risk parameters. For certain paused orders, CJMPS will determine if it is appropriate to send the orders to the market based upon a variety of factors, including, but not limited to, order size, price, and volume considerations.

“Not Held” Institutional Equity & Option Orders

If a client designates an order for an institutional account (an "institutional order") as "not held" or does not designate the order as "held" or "not held," CJMPS will handle the order on a "not held" basis. If a client designates an institutional order as "held," CJMPS may reject the order.

CJMPS believes that handling an institutional order on a "not held" basis allows us to "work" clients' orders using our judgment and discretion as to the price at which, the time when, or the manner in which such orders will be represented on, exposed to, or executed by a venue to achieve a high-quality execution.

CJMPS appreciates the ongoing dialogue with our clients concerning the handling of their orders. If you have any questions, or do not wish for your orders to be handled in the above-referenced fashion, please contact your CJMPS sales representative.

Customer Relationship Summary

A Form CRS regarding retail brokerage services provided by CJMPS can be accessed by clicking the link below.

Form CRS

Electronic Communications

Securities products and services are offered by registered representatives of Citizens JMP Securities, LLC, member FINRA, SIPC, and are: NOT FDIC INSURED; NOT BANK GUARANTEED; NOT A DEPOSIT; NOT INSURED BY ANY FEDERAL GOVERNMENT AGENCY; AND MAY LOSE VALUE. Citizens JMP Securities, LLC is an affiliate of Citizens Bank, N. A., member FDIC, and banking products and services are offered by Citizens Bank, N.A. Use of email is not secure. Confidential information, including account information, and personally identifiable information, should not be transmitted via email, or email attachment. IMPORTANT NOTICE: This message is intended only for the addressee. If you are not the intended recipient, please notify the sender by e-mail reply and delete this message. You may not copy, disclose, distribute or otherwise make use of this message or its contents for yourself or for any other person, as that action may be unlawful. ORDERS AND INSTRUCTIONS: Citizens JMP Securities, LLC does not accept action-oriented, time-sensitive instructions or transaction orders via e-mail. Citizens JMP Securities, LLC will not be responsible for carrying out such instructions or orders, including orders to purchase or sell securities. IMPORTANT DISCLOSURE REGARDING Reg FD AND MATERIAL NON-PUBLIC INFORMATION: Citizens JMP Securities, LLC maintains strict policies and adherence to all regulatory guidelines and rules pertaining to Reg FD and "material non-public information." Institutional and corporate clients are expected to abide by all similar rules, laws and regulations as they conduct meetings sponsored by Citizens JMP Securities, LLC. CONFIDENTIALITY AND PRIVACY: Citizens Financial Group, Inc. reserves the right to monitor and review the content of all e-mail communications sent and/or received by its employees. Also see NOTICE TO CALIFORNIA RESIDENTS. This message is confidential and subject to terms at: https://www.citizensbank.com/account-safeguards/overview.aspx. © 2025 Citizens Financial Group, Inc. All rights reserved.

SEC Rule 605 and 606 Reporting

Rule 605 requires "market centers" that trade National Market System securities to make available standardized, monthly reports containing statistical information about "covered order" executions. Rule 605 is intended to promote visibility and competition in order execution quality, particularly with respect to execution price and speed. The rule requires, among other things, that the reports be prepared in an electronic format available for downloading from an Internet website that is free and readily accessible to the public. The disclosures required by Rule 605 do not encompass all of the factors that may be important to clients in evaluating the order routing practices of a broker-dealer. In addition, any particular market center's statistics will encompass varying types of orders routed by different broker-dealers on behalf of customers with a wide range of objectives. Accordingly, the statistical information required by Rule 605 alone does not create a reliable basis to address whether any particular broker-dealer obtained the most favorable terms under the circumstances for customer orders. Please direct any questions you may have to your Sales Representative.

Rule 606 requires broker-dealers that route customer orders in equities and option securities to publish quarterly reports that provide a general overview of their routing practices. In this report, the venues to which non-directed customer orders in U.S. exchange-listed equity securities and options were routed for execution must be disclosed, as well as the nature of any relationship the broker-dealer has with each venue. The purpose of this report is to provide the public with information on how broker-dealers route orders, enable the evaluation of order routing practices and foster competition among market participants.

Any customer of CJMPS may request, free of charge, information on any of the customer's orders routed for execution by CJMPS in the six months prior to the request. Specifically, any customer may request the identity of the venue to which any of the customer's orders was routed for execution, whether the order was a directed or non-directed order, and the time of any resulting transaction. In addition, hard copies of CJMPS quarterly order routing reports prepared pursuant to SEC Rule 606 are available free of charge upon request.

Payment for Order Flow

CJMPS does not engage in any agreements for payment for routing order flow to or receiving order flow from any designated exchanges, market makers, broker-dealers or market centers; nor does it engage in any other arrangements that are required to be disclosed as defined in SEC rule 10b-10(d)(9). Certain market centers offer cash rebates for orders that provide liquidity to their books and charge fees for orders that extract liquidity from their books. Occasionally, the value of the credits received by CJMPS from one or more such market centers may exceed the amount charged to CJMPS. Under these limited circumstances, such payments would constitute payment for order flow.

FINRA Rule 5320 Disclosure

Rule 5320 generally prohibits a member firm that accepts and holds a customer order from trading for its own account at terms that would satisfy the customer order, unless the member immediately thereafter executes the customer order at the same or better price than it traded for its own account.

There are certain exceptions to the Rule. Not-held orders are outside the scope of the Rule. Large Orders and Institutional Account Exceptions Large orders (orders of 10,000 or more shares with a total value of $100,000 or more) and/or orders by institutional accounts are excepted from the requirements of Rule 5320, provided that notice is provided to the customer and the customer is provided a meaningful opportunity to opt in to the Rule 5320 protections with respect to all or any portion of its order. Institutional accounts and persons placing orders for 10,000 shares or more not otherwise subject to the protections afforded by Rule 5320 may "opt in" to the Rule 5320 protections by providing written notice (i) with respect to any particular order, at the time of placing an order to the representative taking your order, and (ii) with respect to all orders for your account, to Citizens JMP Securities, LLC, Attn. CJMPS Compliance, 28 State Street, Boston, MA 02109.

Characteristics and Risks of Standardized Options

For customers who trade options or who receive options related sales literature, the various Exchanges require that those customers be provided a current copy of the Options Disclosure Document (ODD) issued by the OCC as well as any supplements. Information on the characteristics and risks of standardized options is furnished by The Options Clearing Corporation and can be accessed here.

Good-Til-Cancelled Orders

CJMPS does not accept Good-Til-Cancelled orders from customers of its institutional trading desk; CJMPS accepts only day orders from them. If such a customer sends CJMPS a Good-Til-Cancelled order, it will be treated by CJMPS as a day order in all respects. If you have any questions or concerns about this policy and practice, please contact your CJMPS representative.

Extended Hours Trading Risk Disclosure

Pursuant to both FINRA and NASDAQ rules, CJMPS is required to provide the following disclosures regarding risk associated with customer trading in the Pre-Market and Post-Market Sessions:

• Risk of Lower Liquidity: Liquidity refers to the ability of market participants to buy and sell securities. Generally, the more orders that are available in a market, the greater the liquidity. Liquidity is important because with greater liquidity it is easier for investors to buy or sell securities, and as a result, investors are more likely to pay or receive a competitive price for securities purchased or sold. There may be lower liquidity in extended hours trading as compared to regular market hours. As a result, your order may only be partially executed, or not at all.
• Risk of Higher Volatility: Volatility refers to the changes in price that securities undergo when trading. Generally, the higher the volatility of a security, the greater its price swings. There may be greater volatility in extended hours trading than in regular market hours. As a result, your order may only be partially executed, or not at all, or you may receive an inferior price in extended hours trading than you would during regular markets hours.
• Risk of Changing Prices: The prices of securities traded in extended hours trading may not reflect the prices either at the end of regular market hours, or upon the opening of the next morning. As a result, you may receive an inferior price in extended hours trading than you would during regular market hours.
• Risk of Unlinked Markets: Depending on the extended hours trading system or the time of day, the prices displayed on a particular extended hours system may not reflect the prices in other concurrently operating extended hours trading systems dealing in the same securities. Accordingly, you may receive an inferior price in one extended hours trading system than you would in another extended hours trading system.
• Risk of News Announcements: Normally, issuers make news announcements that may affect the price of their securities after regular market hours. Similarly, important financial information is frequently announced outside of regular market hours. In extended hours trading, these announcements may occur during trading, and if combined with lower liquidity and higher volatility, may cause an exaggerated and unsustainable effect on the price of a security.
• Risk of Wider Spreads: The spread refers to the difference in price between what you can buy a security for and what you can sell it for. Lower liquidity and higher volatility in extended hours trading may result in wider than normal spreads for a particular security.
• Risk of Lack of Calculation or Dissemination of Underlying Index Value or Intraday Indicative Value ("IIV"): For certain derivative securities products, an updated underlying index value or IIV may not be calculated or publicly disseminated in extended trading hours. Since the underlying index value and IIV are not calculated or widely disseminated during the pre-market and post-market sessions an investor who is unable to calculate implied values for certain derivative securities products in those sessions may be at a disadvantage to market professionals.

Research Analyst Certification

The analyst primarily responsible for the preparation of this research report attests to the following: (1) that the views and opinions rendered in this research report reflect his or her personal views about the subject companies or issuers; and (2) that no part of the research analyst's compensation was, is, or will be directly related to the specific recommendations or views in this research report.

Each of the CJMPS analysts whose names appear on the front page of this report hereby certify that all the views expressed in this Report accurately reflect our personal views about any and all of the subject securities or issuers and that no part of our compensation was, is, or will be, directly or indirectly, related to the specific recommendations or views of in this Report.

Ratings Definitions

CJMPS recommendations are based on a stock's total forecasted return over the next 12 months. Total forecasted return is equal to the expected percentage price return plus gross dividend yield. We divide our stocks under coverage into three primary ratings categories, with the following return guidelines:

Buy: our firm's opinion is that this stock likely will rise by +10% or more over the next 12 months

Neutral: our firm does not recommend that clients buy this stock at the present time

Sell: our firm's opinion is that this stock likely will be down by -10% or more over the next 12 months

Limitations of Research and Information

Research reports ("Reports") are prepared for distribution to only qualified institutional or professional clients of CJMPS. The contents of any Report represents the views, opinions, and analyses of its authors. The information contained in any Report does not constitute financial, legal, tax or any other advice. All third-party data presented in any Report were obtained from publicly available sources which are believed to be reliable; however, CJMPS makes no warranty, express or implied, concerning the accuracy or completeness of such information. In no event shall CJMPS be responsible or liable for the correctness of, or update to, any such material or for any damage or lost opportunities resulting from use of this data.

Nothing contained in a Report or any distribution by CJMPS should be construed as any offer to sell, or any solicitation of an offer to buy, any security or investment. Any research or other material received should not be construed as individualized investment advice. Investment decisions should be made as part of an overall portfolio strategy and you should consult with a professional financial advisor, legal and tax advisor prior to making any investment decision. CJMPS shall not be liable for any direct or indirect, incidental or consequential loss or damage (including loss of profits, revenue or goodwill) arising from any investment decisions based on information or research obtained from CJMPS.

Reproduction and Distribution Strictly Prohibited

No user of a Report may reproduce, modify, copy, distribute, sell, resell, transmit, transfer, license, assign or publish the Report itself or any information contained therein. Notwithstanding the foregoing, clients with access to working models are permitted to alter or modify the information contained therein, provided that it is solely for such client's own use. A Report is not intended to be available or distributed for any purpose that would be deemed unlawful or otherwise prohibited by any local, state, national or international laws or regulations or would otherwise subject CJMPS to registration or regulation of any kind within such jurisdiction.

Copyrights, Trademarks, Intellectual Property

Any logos or marks included in a Report are proprietary materials of Citizens. The use of such terms and logos and marks without the express written consent of Citizens is strictly prohibited. The copyright in the pages or in the screens of a Report, and in the information and material therein, is proprietary material owned by CJMPS or one of its affiliates unless otherwise indicated. The unauthorized use of any material on a Report may violate numerous statutes, regulations and laws, including, but not limited to, copyright, trademark, trade secret or patent laws.

Investment Protection Principles and Research Analysts’ Conflict-of-Interest Policies

Pursuant to FINRA Research Rule 2241 (formerly FINRA Rule 2711, the "Rule"), Citizens JMP Securities, LLC ("CJMPS") has implemented policies and procedures to identify, manage and/or disclose the potential conflicts of interest between its Research, Investment Banking and Institutional Sales departments. Following is an excerpt of said policies and procedures:

• CJMPS' Research analysts may not be subject to the supervision or control of any employee of its Investment Banking and Institutional Sales departments.
• CJMPS does not pay a Research analyst any bonus, salary or other form of compensation that is based upon a specific Investment Banking transaction.
• CJMPS and its employees are prohibited from offering, directly or indirectly, favorable research, a specific rating or a specific price target to a company or from threatening to change research, a rating or a price target as consideration or inducement for the receipt of business or compensation. As such, publication of research for any reason other than the professional obligation to provide good advice to institutional customers is against CJMPS' policies and may be in violation of the Rule.
• In the event that CJMPS decides to drop coverage of a company, a final note will be published outlining the reasons.
• The Director of Research and/or CJMPS' Supervisory Analysts review and approve all research reports.
• CJMPS discloses in its research reports and requires its Research analysts to disclose during public appearances whether:
  • CJMPS currently makes a market in this security of the subject company.
  • CJMPS has received compensation for banking or other services rendered to the subject company in the past 12 months.
  • CJMPS was manager or co-manager of a public offering of securities for the subject company in the past 12 months, and received compensation for doing so.
  • CJMPS participated as an underwriting or selling group member of a public offering by the subject company in the past 12 months, and received compensation for doing so.
  • CJMPS and/or its affiliates have obtained a position of at least 1% in the equity securities of the subject company during the ordinary course of its/their business/investments.
  • An officer of CJMPS is a director or officer of the subject company.
  • The Research analyst (as defined by the Rule) covering the subject company or a member of the Research analyst's household has a financial interest in the subject company.
  • The Research analyst (as defined by the Rule) covering the subject company or a member of the Research analyst's household serves as an officer, director, or advisory board member of the subject company.
  • The Research analyst (as defined by the Rule) covering the subject company has had discussions of employment with the company.
  • CJMPS expects to receive OR intends to seek compensation for Investment Banking services from the subject company in the next 3 months.
  • The subject company and a number of underwriters (including CJMPS), among others, are defendants in a class action lawsuit following the issuance of securities by the subject company. The subject company is indemnifying the underwriters (and CJMPS) in connection therewith pursuant to the terms of the applicable underwriting agreement(s).

CJMPS' Compliance Department has adopted and implemented written supervisory policies and procedures to ensure that CJMPS and its officers and employees adhere to the aforementioned policies.

Privacy Notices

Refer to the following link for Citizens Privacy Notices: Privacy Policies | Citizens

Business Continuity

In the event of a significant business disruption, CJMPS will employ a business disruption plan that may involve certain employees being relocated to alternate locations. Depending on the severity of the disruption, designated employees have been selected to contact certain customers and to provide them with information regarding their account or where they may be able to access information regarding their account. The CJMP Plan provides for two scenarios: business disruption to its on-site location, by whatever means, or a business disruption of the markets and/or the area surrounding its location. During either scenario, CJMP plans to continue doing business and in the first scenario, its planned recovery time is expected to be within reasonable measures and in the second scenario.

CJMPS intends to notify its customers by phone or email and such notification will include how customers can access their account and notification of the appropriate regulatory bodies. Customers may obtain plans by requesting a written copy of the plan by mail.

Complaint Reporting

If you have a complaint, please email us at CJMPCompliance@citizensbank.com, or write our compliance department: Citizens JMP Securities, LLC Attn. CJMP Compliance, 28 State Street, Boston, MA 02109.

PATRIOT Act

In accordance with the USA PATRIOT Act and other regulations applicable to it, Citizens JMP Securities, LLC advises users of this website that it will fully comply with any and all regulations which may be promulgated by the U.S. Treasury Department under the USA PATRIOT Act, including those that encourage financial institutions to share information with regulatory agencies and law enforcement about individuals or organizations that may be "reasonably suspected based on credible evidence" of engaging in terrorist acts or money laundering. Accordingly, any information provided to Citizens JMP Securities, LLC may be provided to regulatory, government or law enforcement agencies if requested or if deemed appropriate by Citizens JMP Securities, LLC.

Securities Are Not FDIC Insured

Citizens JMP Securities, LLC ("CJMPS") is a broker-dealer registered with the Securities and Exchange Commission ("SEC") and is a member of the Financial Industry Regulatory Authority ("FINRA") and the Securities Investor Protection Corporation ("SIPC").

Securities sold, offered, or recommended by CJMPS are not deposits and are not insured by the Federal Deposit Insurance Corporation ("FDIC"). CJMPS is not a bank and is a separate legal entity from its bank or thrift affiliates. The obligations of CJMPS are not obligations of its bank or thrift affiliates (unless explicitly stated otherwise), and these affiliates are not responsible for securities sold, offered, or recommended by CJMPS. CJMPS' bank or thrift affiliates may be lenders to issuers of securities that CJMPS underwrites, in which case proceeds of offerings underwritten by CJMPS may be used for repayment of such loans, and you should refer to the disclosure documents relating to particular securities for discussion of any such lending relationships. The FDIC does not insure money invested in securities even if the securities are purchased at an insured bank.

The value of your non-deposit investments can go up or down depending on the demand for them in the market, so you could lose the money you invested or not gain as much profit as you expected.

The Securities Investors Protection Corporation (SIPC) is a non-government entity that replaces missing stocks and other securities in customer accounts held by its members up to $500,000, including up to $250,000 in cash, if a member brokerage or bank brokerage subsidiary fails.

IMPORTANT: SIPC insurance does not protect an investor against the loss in value of a given investment.

For more information or to obtain a brochure about this program, please go online to https://www.sipc.org. Alternatively, SIPC can be reached by phone at (202) 371-8300, by fax at (202) 371-6728, by email at asksipc@sipc.org, or by mail at Securities Investor Protection Corporation, 805 15th Street, N.W., Suite 800, Washington, DC 20005-2215.