X0405 TA-1 0002133464 XXXXXXXX true LIVE SEC Motion Transfer LLC 380428 205 W Wacker Drive Suite 610 Chicago IL 60606 N 312-376-4505 N N N N Other Curtis Lavell Spears 04/27/2026 Chief Compliance Officer Compliance authority; Andes Pres & owner George O'Krepkie 04/27/2026 Chief Operations Officer TA operations; no compliance authority Andes Capital Group LLC 04/27/2026 Sole Member and Managing Member 100% owner; equity governance only Sean William Poole 04/27/2026 Member of Parent Company Passive Owner Only - No Control Raymond Scott McGaugh 04/27/2026 Member of Parent Company Passive Owner Only - No Control Limited Liability Company N N N N N N N N N N N N N N N N N Y Andes Capital Group, LLC FINRA Regulatory Event 04/24/2026 FINRA From June 30, 2020 to the present, Andes Capital failed to establish, maintain, and enforce written policies and procedures reasonably designed to achieve compliance with Rule 15l-1(a)(1) of the Securities Exchange Act of 1934 (RegBI), in violation of Reg BI and FINRA Rules 3110 and 2010. In addition, in connection with six private placement offerings between December 2021 and August 2023, the firm did not timely file required documents with FINRA in violation of FINRA Rules 5123 and 2010. RESOLUTION: For these violations, Andes Capital was censured, fined $25,000, and agreed to an undertaking in connection with a Letter of Acceptance, Waiver, and Consent (AWC) with FINRA. In connection with the AWC, Andes Capital certified a Corrective Action Statement stating that they have remediated the issues identified in the AWC and implemented a supervisory system, including written supervisory procedures, reasonably designed to achieve compliance with Reg BI regarding the issues identified in the AWC. Pursuant to FINRA Rule 9216, Respondent Andes Capital Group, LLC submitted a Letter of Acceptance, Waiver, and Consent (AWC) for the purpose of proposing a settlement of the alleged rule violations. This AWC was accepted by FINRA with a resolution date of April 24, 2026, and FINRA will not bring any future actions against Respondent alleging violations based on the same factual findings described in this AWC. Andes Capital Group, LLC FINRA Regulatory Event 08/25/2021 FINRA Between August and September 2018, Andes Capital failed to supervise and record on its books and records approximately $1.5 million in private securities transactions by one of its registered representatives. This was in contravention of Andes' own written supervisory procedures, and violated FINRA Rules 3280(c), 3110(b), and 2010. RESOLUTION: For these violations, Andes Capital was censured, fined $15,000, and agreed to an undertaking in connection with a Letter of Acceptance, Waiver, and Consent (AWC) with FINRA. In connection with the AWC, Andes Capital certified a Corrective Action Statement stating that they have remediated the issues identified in the AWC by now requiring that all registered representatives of Andes Capital to provide: (i) written details of an investment regardless of whether the registered representative feels that it is passive and non-reportable; (ii) to include in the written notice whether that registered representative has received, or may receive, selling compensation in connection with that private securities transaction; (iii) describe who, (legal entity or person(s)) is involved in the proposed transaction; and (iv) to provide Andes Capital a copy of any and all documentation of the proposed transaction(s) for review by Andes Capital's compliance department and management. If the registered representatives' actions are approved by Andes Capital, then the registered representative may participate in the transaction(s), and Andes Capital will then record the transaction(s) on their books and records and supervise the representatives' participation in the transaction(s). Pursuant to FINRA Rule 9216, Respondent Andes Capital Group, LLC submitted a Letter of Acceptance, Waiver, and Consent (AWC) for the purpose of proposing a settlement of the alleged rule violations. This AWC was accepted by FINRA with a resolution date of August 25, 2021, and FINRA will not bring any future actions against Respondent alleging violations based on the same factual findings described in this AWC. Andes Capital Group, LLC FINRA Regulatory Event 09/10/2013 FINRA Between May 11, 2009 and January 23, 2011, Andes Capital violated FINRA By-Laws Article V, Section 2(c), FINRA Rule2010, and NASD Rule 3010(b), when the firm failed to update Forms U4 within 30 days of learning about a representatives' outside business activities. Andes Capital also violated NASD Rule 1021 and FINRA Rule 2010 by permitting a representative to act in a principal capacity, without being a registered principal. Finally, Andes Capital violated MSRB Rule G-37 by not filing Forms G-37 in a timely or complete fashion. Additionally, between June 2011 and January 2013, Andes Capital violated FINRA Rule 6730 and 2010 by failing to accurately report the execution times for TRACE-eligible securities. Andes Capital also violated 17a-4(b) when the firm failed to prepare and maintain accurate order tickets for transactions. Additionally, the firm violated SEC Rule 17a-3(a)(6) when the firm failed to record the time of order receipt and order entry for certain transactions. Finally, Andes Capital violated NASD Rule 3010 and FINRA Rule 2010 when the firm failed to enforce their WSPs regarding the review of TRACE reports. RESOLUTION: For these violations, Andes Capital was fined $10,000, a principal of Andes Capital was also fined $10,000, and both agreed to an undertaking in connection with a Letter of Acceptance, Waiver, and Consent (AWC) with FINRA. Pursuant to FINRA Rule 9216, Respondent Andes Capital Group, LLC submitted a Letter of Acceptance, Waiver, and Consent (AWC) for the purpose of proposing a settlement of the alleged rule violations. This AWC was accepted by FINRA with a resolution date of September 10, 2013, and FINRA will not bring any future actions against Respondent alleging violations based on the same factual findings described in this AWC. N N N N N N /s/ Curtis Spears 312-376-4505 Chief Compliance Officer 09/18/2026