Investment adviser · CRD 324401

OVERLAY MANAGEMENT, LLC

Investment adviser filing (IA)

ALPHARETTA, GA, United States · Form ADV filed Apr 28, 2026

Regulatory AUM: $169M
Client accounts: 41
Employees: 16
Advisory professionals: 8

Who they report serving

Form ADV · Item 5.D

Client types and their share of reported regulatory assets.

Client type	Clients	Regulatory assets	Share of AUM
Pooled investment vehicles	41	$168,634,170	100.0%
Individuals	Fewer than 5	$0	0.0%
High-net-worth individuals	Fewer than 5	$0	0.0%
Banks & thrifts	Fewer than 5	$0	0.0%
Retirement plans	Fewer than 5	$0	0.0%
Charities	Fewer than 5	$0	0.0%
Government entities	Fewer than 5	$0	0.0%
Other investment advisers	Fewer than 5	$0	0.0%
Insurance companies	Fewer than 5	$0	0.0%
Sovereign wealth & foreign institutions	Fewer than 5	$0	0.0%
Corporations & businesses	Fewer than 5	$0	0.0%

Filing source

Form ADV 2098628 · Apr 28, 2026 · Item 5.D

Official IAPD profile (latest public filing). Values are the most recently reported in our imported data; the public profile may show a newer filing.

Private funds & service providers

40 Private funds

The count excludes feeder funds. Funds in the latest filing appear first, ordered by reported gross assets. Earlier funds retain their last reported values.

OVERLAY CAPITAL INFRASTRUCTURE PARTNERS LPPrivate Equity Fund · Last reported Apr 28, 2026$14.4MGross asset value

Form D fundraising filings

Overlay Capital Infrastructure Partners, L.P.

Fund administrator CARTA SAN FRANCISCO, California, United States Investor statements: Yes (provided to all investors) Related to adviser: No

Auditor BENNETT THRASHER LLP ATLANTA, Georgia, United States

Provider details

Annual audit: Yes
Prime brokers: No
Custodians: No
Administrator other than the adviser: Yes
External marketing: No

BENNETT THRASHER LLP
PCAOB 4051

Fund details & source

Fund ID: 805-2421047788
Reported beneficial owners: 69
Minimum commitment: $100K
Form D file number: 021-489872

Form ADV 2098628 · Apr 28, 2026 · Schedule D 7.B.(1)

Official IAPD profile (latest public filing). Values are the most recently reported in our imported data; the public profile may show a newer filing.

OVERLAY CAPITAL INFRASTRUCTURE PARTNERS PV LPPrivate Equity Fund · Last reported Apr 28, 2026$13.1MGross asset value

Form D fundraising filings

Overlay Capital Infrastructure Partners PV, L.P.

Fund administrator CARTA SAN FRANCISCO, California, United States Investor statements: Yes (provided to all investors) Related to adviser: No

Auditor BENNETT THRASHER LLP ATLANTA, Georgia, United States

Provider details

Annual audit: Yes
Prime brokers: No
Custodians: No
Administrator other than the adviser: Yes
External marketing: No

BENNETT THRASHER LLP
PCAOB 4051

Fund details & source

Fund ID: 805-7072275283
Reported beneficial owners: 79
Minimum commitment: $50K
Form D file number: 021-500609

Form ADV 2098628 · Apr 28, 2026 · Schedule D 7.B.(1)

Official IAPD profile (latest public filing). Values are the most recently reported in our imported data; the public profile may show a newer filing.

OVERLAY CAPITAL INNOVATION FUND PV II LPVenture Capital Fund · Last reported Apr 28, 2026$12.7MGross asset value

Form D fundraising filings

Overlay Capital Innovation Fund PV II, L.P.

Fund administrator CARTA SAN FRANCISCO, California, United States Investor statements: Yes (provided to all investors) Related to adviser: No

Auditor BAKER TILLY US LLP CHICAGO, Illinois, United States

Provider details

Annual audit: Yes
Prime brokers: No
Custodians: No
Administrator other than the adviser: Yes
External marketing: No

BAKER TILLY US LLP
PCAOB 23

Fund details & source

Fund ID: 805-2936951107
Reported beneficial owners: 82
Minimum commitment: $25K
Form D file number: 021-537552

Form ADV 2098628 · Apr 28, 2026 · Schedule D 7.B.(1)

Official IAPD profile (latest public filing). Values are the most recently reported in our imported data; the public profile may show a newer filing.

OVERLAY CAPITAL INNOVATION FUND LPVenture Capital Fund · Last reported Apr 28, 2026$11MGross asset value

Form D fundraising filings

Overlay Capital Innovation Fund, LP

Fund administrator CARTA SAN FRANCISCO, California, United States Investor statements: Yes (provided to all investors) Related to adviser: No

Auditor BAKER TILLY US LLP CHICAGO, Illinois, United States

Provider details

Annual audit: Yes
Prime brokers: No
Custodians: No
Administrator other than the adviser: Yes
External marketing: No

BAKER TILLY US LLP
PCAOB 23

Fund details & source

Fund ID: 805-1993460797
Reported beneficial owners: 66
Minimum commitment: $50K
Form D file number: 021-475239

Form ADV 2098628 · Apr 28, 2026 · Schedule D 7.B.(1)

Official IAPD profile (latest public filing). Values are the most recently reported in our imported data; the public profile may show a newer filing.

OCIP ACCELCO 1 LLCPrivate Equity Fund · Last reported Apr 28, 2026$9.03MGross asset value

Fund administrator CARTA SAN FRANCISCO, California, United States Investor statements: Yes (provided to all investors) Related to adviser: No

Custodian COLUMBIA PRIVATE TRUST SAN FRANCISCO, California, United States Related to adviser: No

Provider details

Annual audit: No
Prime brokers: No
Custodians: Yes
Administrator other than the adviser: Yes
External marketing: No

Fund details & source

Fund ID: 805-8968637157
Reported beneficial owners: 22
Minimum commitment: $25K

Form ADV 2098628 · Apr 28, 2026 · Schedule D 7.B.(1)

Official IAPD profile (latest public filing). Values are the most recently reported in our imported data; the public profile may show a newer filing.

OBF LENDER LLCPrivate Equity Fund · Last reported Apr 28, 2026$8MGross asset value

Custodian COLUMBIA PRIVATE TRUST SAN FRANCISCO, California, United States Related to adviser: No

Provider details

Annual audit: No
Prime brokers: No
Custodians: Yes
Administrator other than the adviser: No
External marketing: No

Fund details & source

Fund ID: 805-2534120036
Reported beneficial owners: 2
Minimum commitment: $1M

Form ADV 2098628 · Apr 28, 2026 · Schedule D 7.B.(1)

Official IAPD profile (latest public filing). Values are the most recently reported in our imported data; the public profile may show a newer filing.

OCRA KSI SOLAR LLCPrivate Equity Fund · Last reported Apr 28, 2026$7.88MGross asset value

Form D fundraising filings

OCRA KSI Solar, LLC

Fund administrator CARTA SAN FRANCISCO, California, United States Investor statements: Yes (provided to all investors) Related to adviser: No

Auditor BENNETT THRASHER LLP ATLANTA, Georgia, United States

Provider details

Annual audit: Yes
Prime brokers: No
Custodians: No
Administrator other than the adviser: Yes
External marketing: No

BENNETT THRASHER LLP
PCAOB 4051

Fund details & source

Fund ID: 805-1924069835
Reported beneficial owners: 46
Minimum commitment: $50K
Form D file number: 021-473407

Form ADV 2098628 · Apr 28, 2026 · Schedule D 7.B.(1)

Official IAPD profile (latest public filing). Values are the most recently reported in our imported data; the public profile may show a newer filing.

Services & filing details

Most recent filing: Apr 28, 2026. View historical filings

Reported services

Pooled investment vehicle management

Compensation

Percentage of assets · Performance-based

Principal office

3000 NORTHWINDS PARKWAY, SUITE 150
ALPHARETTA, GA, 30009, United States

CRD 324401

Filing source

Form ADV 2098628 · Apr 28, 2026 · Items 1 & 5

Official IAPD profile (latest public filing). Values are the most recently reported in our imported data; the public profile may show a newer filing.