ADV PART 2A

Fitzwilliams Wealth Management, Inc. Form ADV Part 2A Item 1: Cover Page 860 Greenbrier Circle, Suite 101 Chesapeake, VA 23320 (757)961-0700 phone (757)961-0701 fax team@ffinancial.net Version date: October 28, 2026 Registration does not imply a certain level of skill or training. This brochure provides information about the qualifications and business practices of Fitzwilliams Wealth Management Inc. If you have any questions about the contents of this brochure, please contact us at 757-961-0700 and/or Team@ffinancial.net. The information in this brochure has not been approved or verified by the United States Securities and Exchange Commission or by any state securities authority. Additional information about Fitzwilliams Wealth Management Inc. is available on the SEC’s website at https://adviserinfo.sec.gov. 1 | P a g e  Item 2: Material Changes This section summarizes material changes to the brochure since the last annual updating amendment dated March 15, 2026. This amendment clarifies the monthly advisory fee calculation and partial-month billing in Item 5 and adds disclosures concerning personnel compensation and related conflicts in Items 5, 10, and Item 14. It also clarifies sub-adviser oversight in Item 10 and account reviews in Item 13. 2 | P a g e  Item 3: Table of Contents Item 1: Cover Page Item 2: Material Changes __________________________________________________________________________ 2 Item 3: Table of Contents _________________________________________________________________________ 3 Item 4: Types of Advisory Services __________________________________________________________________ 4 Item 5: Fees and Compensation ____________________________________________________________________ 5 Item 6: Performance-Based Fees and Side-By-Side Management _________________________________________ 6 Item 7: Types of Clients ___________________________________________________________________________ 6 Item 8: Methods of Analysis, Investment Strategies and Risk of Loss ______________________________________ 6 Item 9: Disciplinary Information ____________________________________________________________________ 7 Item 10: Other Financial Industry Activities and Affiliations _____________________________________________ 7 Item 11: Code of Ethics, Participation or Interest in Client Transactions and Personal Trading________________ 8 Item 12: Brokerage Practices ______________________________________________________________________ 9 Item 13: Review of Accounts ______________________________________________________________________ 10 Item 14: Client Referrals and Other Compensation ___________________________________________________ 10 Item 15: Custody ________________________________________________________________________________ 10 Item 16: Investment Discretion ____________________________________________________________________ 10 Item 17: Voting Client Securities __________________________________________________________________ 11 Item 18: Financial Information ____________________________________________________________________ 11 3 | P a g e  Item 4: Types of Advisory Services ADVISORY FIRM DESCRIPTION Fitzwilliams Wealth Management Inc. (“FWM” or the “Firm”) is an investment advisor that provides clients with financial planning services and investment management services. FWM was founded in January of 2021 by the affiliated entity, Fitzwilliams Financial, Inc. Fitzwilliams Financial was originally founded in February 2008. Timothy Fitzwilliams is the principal owner of both Fitzwilliams Financial and FWM. FINANCIAL PLANNING FWM provides customized financial planning services to our clients to help them set and achieve their financial goals. Financial planning services include the areas of retirement planning, insurance planning, estate planning, tax planning, education planning, and/or charitable planning. Financial Planning services are offered to all investment management clients. INVESTMENT MANAGEMENT FWM provides investment management services to our clients by engaging third-party sub- advisors (“Sub-Advisors”) to manage our client’s accounts. These Sub-Advisors are unaffiliated, third-party investment advisory firms that receive a portion of the investment management fee that the client pays to FWM. The Sub-Advisor constructs an investment portfolio that is tailored to the specific needs of each of FWM’s clients and then monitors and maintains those portfolios on an ongoing basis by placing trades in FWM’s clients’ accounts on a discretionary basis. FWM provides ongoing oversight of the Sub-Advisors and reviews client accounts as described in Items 10 and 13. The Sub-Advisors uses many different types of investment securities in order to accomplish this, including but not limited to stocks, bonds, mutual funds, and exchange traded funds (“ETFs”). The Sub-Advisor may also use options contracts and other derivative securities if and when it is appropriate. The Sub-Advisor uses an active investment management philosophy, which means that it may place trades (buys and sells) in our client’s accounts on a fairly regular basis. By doing so, both firms seek to make sure that our client’s investments are properly positioned to take advantage of our forecast for the marketplace over the short to medium term, which is generally one to three years. Any assessment of market conditions or forward-looking considerations may be incorrect, and there is no guarantee that any strategy will be successful over any time horizon. TAILORED ADVISORY SERVICES In order to tailor each portfolio to the needs of the individual, we gather information from each prospective client to help us assess the client’s specific goals, objectives, and tolerance for investment risk. We also gather information about any projected financial needs and other circumstances which may affect how we manage the accounts. During this process we also discuss any restrictions that the client may wish to place on investments; and whether or not we can accommodate those restrictions. This information is then summarized in an Investment Policy Statement (IPS), which governs the way that we manage each account, and it is updated as necessary to make sure that we are managing a client’s portfolio to appropriate objectives. The Investment Policy Statement also includes an initial investment portfolio recommendation. We build each investment portfolio from a mix of four investment strategies that the Sub-Advisor has designed, which range from conservative to very aggressive. These strategies are: Bond, Current Income, Stock, and Strategic Allocation. By using a mix of these strategies, we strive to structure the portfolio to match the goals and objectives of each individual client while also working within the client’s tolerance for investment risk. CLIENT ASSETS UNDER MANAGEMENT As of December 2025, the Firm had approximately $123,549,687 of discretionary assets under management and no non-discretionary assets under management. 4 | P a g e  Item 5: Fees and Compensation FINANCIAL PLANNING FWM’s financial planning fees are included in FWM’s investment management fees. INVESTMENT MANAGEMENT FWM’s annual fee schedule for our investment management services is as follows: Account Value Annual Fee Rate 2.00% $0 - $2,500,000 1.50% $2,500,001 - $5,000,000 1.00% $5,000,001 - $10,000,000 0.80% All Assets over $10,000,000 Our minimum account size, which is negotiable, is $100,000. This fee schedule is not negotiable though FWM does reserve the right to reduce fees for special circumstances at our own discretion. Special circumstances might include exceptionally large accounts as well as those for employees and family members. Our fee is billed monthly in arrears based upon average daily balance. Unless the client’s advisory agreement provides otherwise, the monthly fee equals the average daily account balance multiplied by the applicable annual fee rate and the number of calendar days in the month, divided by 365 (366 in a leap year). The applicable annual fee rate is determined by the breakpoint that corresponds to the household’s average daily balance and applies to the entire balance. For a partial month, we use the average daily balance for the days the account was under management and multiply that balance by the applicable annual rate and the number of those days, divided by 365. Clients should review the fees charged and promptly notify us of any discrepancy. If a client decides to cancel within the first five business days after signing the advisory agreement, then any asset management fees paid to us will be refunded in full. After the initial five-day period, upon final termination, the final fee will be calculated for the days the account was under management in accordance with the advisory agreement and the method described above. Any amount collected in excess of the fee earned will be refunded. FWM must receive notice from the client in writing in order to determine the date of cancellation. Clients pay their fees to FWM by directing the custodian to allow FWM to deduct its fees directly from their investment account(s). Invoice will itemize the fees charged. Additionally, clients may instruct FWM to deduct all of the fees from one or more specific accounts. Even though FWM uses a Sub-Advisor to manage investment accounts, no additional fees will be charged to the client by the Sub-Advisor. Total advisory fees charged to clients will not exceed 2% of the assets under management when a Sub-Advisor is utilized. COMPENSATION OF OUR SUPERVISED PERSONS Certain of our supervised persons receive a percentage of the advisory fees FWM collects on client accounts, after deducting the portion paid to the Sub-Advisor. Some are salaried employees, and others are independent contractors compensated only through these arrangements. The percentage is substantially higher for clients a supervised person introduces to FWM than for clients introduced by FWM or its affiliates. These payments are made from the advisory fee you pay and do not increase it. Certain supervised persons also receive a share of the advisory fees on clients 5 | P a g e  introduced by FWM or its affiliates, including clients they do not service. In some cases, the percentage a supervised person receives increases when the assets of the clients the supervised person services exceed a specified level, which creates an additional incentive to increase those assets. This compensation creates a conflict of interest because these individuals have a financial incentive to recommend that you open an account with FWM, add assets to your account (including by rolling over retirement plan assets), and keep your assets with FWM. Certain supervised persons are also licensed insurance agents who receive commissions on insurance and annuity products, as described in Item 10. We address these conflicts by disclosing them to you, by requiring that our recommendations be in your best interest, and through compliance review of compensation arrangements and of recommendations that may be affected by them. OTHER FEES In addition to the asset management fees charged by FWM, clients will incur custodian fees, mutual fund expenses, and other brokerage costs including trading commissions. Client accounts pay directly for the fees assessed by the custodian, such as transaction, wire, exchange, or custodial fees. FWM will do its best to avoid and/or minimize the impact of any such fees because the firm recognizes that fees erode the performance of a client’s investment accounts. FWM does not benefit directly from these fees. For more information on the custodial relationship, please refer to the section below “Brokerage Practices” for more details. Item 6: Performance-Based Fees and Side-By-Side Management FWM does not charge any performance-based fees or engage in side-by-side management. Item 7: Types of Clients FWM provides investment advisory services to: Individuals • • High net worth individuals • Pension and profit-sharing plans • Trusts, estates, or charitable organizations • Corporations and other businesses FWM typically requires a minimum account size of $100,000 for investment management services. However, FWM may accept smaller accounts based upon special circumstances, at its own discretion. For example, FWM may accept a smaller account for a family member of an existing client. Item 8: Methods of Analysis, Investment Strategies and Risk of Loss It is FWM's goal to make sure the firm's clients are always in the most appropriate investment for their specific needs and goals at all times. This means investing for each individual client to maximize potential returns while paying attention to a client’s tolerance for investment risk. While FWM does its best to minimize this risk, please remember that investing in securities involves the risk of loss, and clients must accept that their account may decline in value. FWM’s Sub-Advisor uses a combination of the following types of analyses in evaluating investments for client accounts: • Charting—Analysis of charts of past stock performance • Fundamental—Analysis of financial attributes of a company, such as revenue growth, debt-to- equity ratio, inventory turnover, etc. • Technical—Analysis which assumes past performance is a predictor of future performance • Cyclical—Analysis based on business, industry, calendar, or historical cycles INVESTMENT STRATEGIES 6 | P a g e  FWM works with Sub-Advisors to utilize the most appropriate investment strategies for each client. Each Sub-Advisor has different strategies that they employ to help clients meet their goals. FWM has no particular investment strategies, since the client will be using the strategies of a Sub-Advisor. Each client will be provided specific information regarding the Sub-Advisor’s investment strategy in their IPS. INVESTMENT RISK Investing in securities involves risk of loss that clients should be prepared to bear. Clients should be aware that even if we use our best efforts, our efforts may not be successful. Any security in a client’s account, other than a United States Treasury instrument, could lose all or part of its value. Many factors and events outside our control can affect the securities markets and the value of securities in client accounts. Examples include, but are not limited to, changes in domestic or foreign political leadership, breaking news events, natural disasters, adverse weather conditions, terrorist activity, or changes in the Internal Revenue Code. We may not be able to accurately predict the effects on the securities markets of these factors and events or how they may affect the value of securities held in clients’ accounts. FWM and the Sub-Advisors do not guarantee the future performance of the client’s account or any specific level of performance, the success of any investment decision or strategy that we may use, or the success of our overall management of the client’s account. LIQUIDITY RISK Liquidity is the ability to readily convert an investment into cash to prevent a loss, realize an anticipated profit, or otherwise transfer funds out of the particular investment. Generally, investments are more liquid if the investment has an established market of purchasers and sellers, such as a stock or bond listed on a national securities exchange. Conversely, investments that do not have an established market of purchasers and sellers may be considered illiquid. Your investment in illiquid investments may be for an indefinite time, because of the lack of purchasers willing to convert your investment to cash or other assets. Item 9: Disciplinary Information There have been no disciplinary actions against FWM or any employees of FWM. Item 10: Other Financial Industry Activities and Affiliations REGISTRATION RELATIONSHIPS MATERIAL TO THIS ADVISORY BUSINESS Neither FWM nor its representatives are registered as or have pending applications to become either a broker/dealer, pool operator, or commodity trading advisor or an associated person of the foregoing entities. FWM is affiliated with Fitzwilliams Financial, a licensed insurance broker in the State of Virginia. Fitzwilliams Financial offers clients insurance and annuity products that generate commissions through the sale of these products. FWM is also affiliated with Fitzwilliams Tax Management, a tax preparation firm. From time to time, employees of FWM will offer services and/or products from these affiliated businesses to clients. When an FWM employee recommends an insurance or annuity product, the employee receives a portion of the commission paid on that product, and the percentage is higher when the employee introduced the client than when the client was introduced by FWM or its affiliates. Certain employees also receive a share of commissions on insurance and annuity business generated by FWM or its affiliates, including business they did not originate. Fitzwilliams Financial, which is owned by FWM’s principal owner, also receives commissions on these products. These commissions are paid by the product issuers and are not part of FWM’s advisory fee, and FWM does not reduce its advisory fee to offset them. You may purchase insurance and annuity products through other agents or companies that are not affiliated with FWM. This compensation creates a conflict of interest because the employee and our affiliate have a financial incentive to recommend insurance and annuity products based on the compensation they receive rather than your needs. We address this conflict by disclosing it 7 | P a g e  to you and by requiring that recommendations be in your best interest. Clients are not required to purchase services or products through any representative of FWM in their outside capacities. SELECTION OF OTHER ADVISORS OR MANAGERS AND HOW FWM COMPENSATED FOR THOSE SELECTIONS FWM provides investment management services to our clients by engaging Sub-Advisor to manage our client’s accounts. These Sub-Advisors are unaffiliated, third-party investment advisory firms that receive a portion of the investment management fee that the client pays to FWM. The Sub- Advisor constructs an investment portfolio that is tailored to the specific needs of each of FWM’s clients and then monitors and maintains those portfolios on an ongoing basis by placing trades in FWM’s clients’ accounts on a discretionary basis. FWM remains responsible for selecting and overseeing its Sub-Advisors and for reviewing the suitability of their services for clients. Before engaging a Sub-Advisor, FWM reviews its qualifications, investment approach, regulatory history, fees, and material conflicts. The investment supervisor reviews performance, strategy and mandate consistency, service issues, and a sample of client accounts at least quarterly. The Chief Compliance Officer and the investment supervisor review the continued appropriateness of the relationship at least annually and follow up on material concerns. FWM also conducts client reviews at least annually. Item 11: Code of Ethics, Participation or Interest in Client Transactions and Personal Trading CODE OF ETHICS FWM has adopted a Code of Ethics which describes the general standards of conduct that the Firm expects of all Firm personnel (collectively referred to as “employees”) and focuses on three specific areas where employee conduct has the potential to adversely affect the client: • Misuse of non-public information • Personal securities trading • Outside business activities Failure to uphold the Code of Ethics may result in disciplinary sanctions, including termination with the Firm. Any client or prospective client may request a copy of the Firm’s Code of Ethics, which will be provided at no cost. The following basic principles guide all aspects of the Firm’s business and represent the minimum requirements to which the Firm expects employees to adhere: • Clients’ interests come before employees’ personal interests and before the Firm’s interests. • The Firm must fully disclose all material facts about conflicts of interest of which it is aware between itself and clients as well as between Firm employees and clients. • Employees must operate on the Firm’s behalf and on their own behalf consistently with the Firm’s disclosures and to manage the impacts of those conflicts. • The Firm and its employees must not take inappropriate advantage of their positions of trust with or responsibility to clients. • The Firm and its employees must always comply with all applicable securities laws. MISUSE OF NONPUBLIC INFORMATION The Code of Ethics contains a policy against the use of non-public information in conducting business for the Firm. Employees may not convey non-public information nor depend upon it in placing personal or recommending clients’ securities trades. RECOMMENDATIONS INVOLVING MATERIAL FINANCIAL INTERESTS FWM does not recommend or effect transactions in securities in which any related person has a 8 | P a g e  material financial interest. PERSONAL SECURITIES TRADING FWM or individuals associated with the Firm may buy, sell, or hold in their personal accounts the same securities the Sub-Advisor recommends to its clients. Employee trading is done individually by employees, while client trading is done through the Sub-Advisor. Therefore, employees will not have prior knowledge of the day-to-day trading by the Sub-Advisors. Any trades placed by employees for their own accounts on the same day that Sub-Advisors place trades for clients would be purely coincidental. Employees are required to submit reports of personal securities trades on a quarterly basis, and securities holdings annually. These are reviewed by the Chief Compliance Officer to ensure compliance with the Firm’s policies. Item 12: Brokerage Practices As discussed herein, FWM provides investment management services to our clients by engaging Sub-Advisors to manage our client’s accounts. In turn, the Sub-Advisor will generally participate in selecting or ultimately select the custodian/broker-dealer used for clients. Investment advisers have a responsibility to attain best execution, which is the obligation to seek to execute securities transactions for a client on terms that are the most favorable to the client under the circumstances. The client will not necessarily pay the lowest commission or commission equivalent, and investment advisers may also consider the market expertise and research access provided by the payment of commissions, including but not limited to access to written research, oral communication with analysts, admittance to research conferences and other resources provided by the brokers to aid in research efforts. Limiting custodial relationships may affect an adviser’s ability to provide best execution on a trade-by-trade basis, but may be advisable due to a number of other factors. To that end, the services provided and commissions charged by any custodians/broker-dealers are reviewed periodically to ensure that the best possible service is being provided for clients. At present, our primary broker for custody of client accounts and execution of client transactions is Charles Schwab & Co., Inc. (Schwab) and thus the Sub-Advisor has the ability to use Schwab on behalf of FWM and FWM’s clients RESEARCH AND OTHER SOFT-DOLLAR BENEFITS FWM currently has no formal soft-dollar arrangements, where specific products or services are paid for with soft dollars generated for the Firm by individual trades placed in client accounts. However, the custodian provides the Firm with certain brokerage and research products and services that qualify as "brokerage or research services" under Section 28(e) of the Securities Exchange Act of 1934 ("Exchange Act"). DIRECTED BROKERAGE Clients are not allowed to request that trades be enacted through a specific broker. FWM requires clients to use one of the Firm’s or Sub-Advisor’s recommended broker-dealers as account custodian. Not all investment advisors require their clients to use a particular custodian or broker. ORDER AGGREGATION FWM’s Sub-Advisors may aggregate brokerage orders for its clients and allocate the securities purchased or sold among the participating accounts, with each account receiving the same terms. Since Schwab does not charge transaction fees at the account level whether or not a trade is placed as a block trade, aggregating trades does not affect client transaction fees. The proportion in which participating accounts will share transactions will be determined by the Sub-Advisor on the basis of investment objectives, cash availability, expected cash and liquidity 9 | P a g e  needs, and other relevant factors. The overarching principle for any allocation is that no client is intentionally favored over another client that is similarly situated. Item 13: Review of Accounts FWM conducts periodic reviews of client accounts, and arranges client meetings at least annually. The Sub-Advisor generally reviews and rebalances client accounts on a weekly basis. These reviews entail comparing the client’s investment objective to the portfolio holdings, cash flows, changes in the client’s financial position, and often discussion with the client. Reviews are conducted by the client’s investment adviser representative, with oversight by the Chief Investment Officer. FWM will meet with each client annually to review his/her/their account. The frequency of these reviews can be impacted by several factors including: • The size and complexity of the client's accounts • The complexity of the client’s financial situation • Unexpected changes in the client’s goals or objectives • Changes in political and economic circumstances • Other lifestyle changes warranting a review of the client’s financial situation Periodic written performance reports will be prepared for each review in addition to the monthly account statements and confirmations that are generated by the account custodian. Item 14: Client Referrals and Other Compensation ECONOMIC BENEFITS PROVIDED BY THIRD PARTIES In addition to soft dollar benefits noted in Item 12 above, FWM is eligible to receive additional economic benefits from Schwab in the normal course of business. COMPENSATION TO NON–ADVISORY PERSONNEL FOR CLIENT REFERRALS FWM has a solicitation agreement in place with The Pacific Financial Group, Inc. (“TPFG”) and Howard Capital (“HC”). The agreements set forth the terms and conditions under with TPFG, HC, and FWM will service their mutual client relations through the products and services offered by TPFG and HC. COMPENSATION TO SUPERVISED PERSONS FOR CLIENT REFERRALS FWM’s supervised persons receive a higher percentage of the advisory fees FWM collects on accounts of clients they introduce to FWM than on accounts of clients introduced by FWM or its affiliates. Supervised persons who are insurance agents for Fitzwilliams Financial similarly receive a higher share of insurance and annuity commissions for clients they introduce. This compensation gives supervised persons an incentive to refer clients to FWM. These arrangements, the related conflicts, and how we address them are described under “Compensation of Our Supervised Persons” in Item 5 and in Item 10. You do not pay any additional fee as a result of these arrangements. Item 15: Custody FWM exercises limited custody over the client's funds by direct debiting of management fees from the client’s account. The client will receive written statements no less than quarterly from the custodian. FWM encourages clients to carefully review their account statements for any inaccuracies. Any discrepancies should be immediately brought to the Firm’s attention. Item 16: Investment Discretion FWM provides discretionary and non-discretionary investment advisory services to clients. For 10 | P a g e  discretionary investment advisory services, FWM clients grant the Firm full discretion over their investment accounts (including the ability to retain and dismiss Sub-Advisors) under a limited power of attorney assigned to FWM. FWM in turn grants the Sub-Advisor full trading authority under a limited power of attorney assigned to the Sub-Advisor. As a result, FWM has engaged the Sub-Advisor to determine both the investments, and how much of each, should be purchased or sold on each client’s behalf. The Sub-Advisor follows the investment strategy as set forth in the Investment Policy Statement (IPS). Clients may place restrictions on the Firm’s discretion in writing. The Sub-Advisor will follow any restrictions and/or guidelines provided by the client to FWM. FWM has the ability to hire and fire the Sub-Advisor at the Firm’s discretion. Item 17: Voting Client Securities FWM grants Sub-Advisors the power to vote proxies for FWM clients. The Sub-Advisors must adopt and implement written policies and procedures governing the voting of client securities (proxy statement). All proxies received for FWM clients will be treated in accordance with these policies and procedures. Any client may request a copy of Sub-Advisor’s proxy policy and to see or receive records showing how Sub-Advisors has voted on the client’s behalf. When it is determined that voting a proxy is in the relevant clients’ best interests, Sub- Advisors generally vote with management recommendations. Exceptions will be evaluated and documented on a case-by-case basis by the Sub-Advisor. Item 18: Financial Information FWM does not require or solicit prepayment of more than $1,200 in fees per client, six months or more in advance and there is no financial condition that is reasonably likely to impair the Firm’s ability to meet its contractual commitments to its clients. 11 | P a g e