MZ CAPITAL, LLC

Item 1 - Cover Page MZ Capital Management, LLC 6509 Bradley Blvd, Bethesda, MD 20817 (301) 452-4220 info@mzcap.com www.mzcap.com Date of Brochure: _3/17/2026_ ____________________________________________________________________________________ This brochure provides information about the qualifications and business practices of MZ Capital Management, LLC. If you have any questions about the contents of this brochure, please contact us at (301)-452-4220. 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 MZ Capital Management, LLC is available online at www.adviserinfo.sec.gov. Registration as an investment advisor does not imply a certain level of skill or training.  Item 2 – Material Changes No material changes since last annual update on Mar 18th, 2025. 2 MZ Capital Management, LLC Disclosure Brochure  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 5 Firm Description and Ownership 5 General Description of Primary Advisory Services 5 Financial Planning (Plans and Consultations) 5 Asset Management 5 Tailor Advisor Services to Individual Needs of Clients 5 Client Assets Managed by Advisor 5 Item 5 – Fees and Compensation 5 Financial Planning Services 6 Asset Management Services 7 No Third Compensation 6 Comparable Services 6 Item 6 – Performance-Based Fees and Side-By-Side Management 7 Item 7 – Types of Clients 8 Minimum Investment Amounts Required 8 Item 8 – Methods of Analysis, Investment Strategies and Risk of Loss 9 Methods of Analysis 9 Investment Strategy and Risk 9 Item 9 – Disciplinary Information 10 Item 10 – Other Financial Industry Activities and Affiliations 11 Item 11 – Code of Ethics, Participation in Client Transactions and Personal Trading 12 3 MZ Capital Management, LLC Disclosure Brochure  Item 12 – Brokerage Practices 13 Item 13 – Review of Accounts 14 Item 14 – Client Referrals and Other Compensation 15 Client Referrals 15 Item 15 – Custody 16 Item 16 – Investment Discretion 17 Item 17 – Voting Client Securities 18 Item 19 – Requirements for State-Registered Advisors 20 Item 20 – Customer Privacy Policy 21 Brochure Supplement 21 4 MZ Capital Management, LLC Disclosure Brochure  Item 4 – Advisory Business Firm Description and Ownership 1 MZ Capital Management, LLC (“Advisor” or “we”) is an investment advisor registered with the State of Maryland since 2005. It is subsequently registered with the Commonwealth of Virginia and the District of Columbia. We are a limited liability company formed under the laws of the State of Maryland in 2005. The sole owner is Jiaxuan Zhuang, who also goes by “Michael” in his daily and professional life. Primary Advisory Services We offer personalized advisory services that include asset management and financial planning services (review and planning services, newsletters, and seminars). The following are brief descriptions of our primary services. Financial Planning We offer review and planning services to clients. We gather information and documentation to assess a client’s current financial situation, objectives and goals. Clients receive a written planning report that includes an investment policy statement (“IPS”) and high-level planning items to help them meet their objectives and goals. Asset Management We offer asset management services providing clients with continuous and ongoing supervision over their accounts. This means that we will continuously monitor a client’s account and make trades in that account in strict accordance with the IPS. Asset management services are provided on a discretionary basis only. Tailor Advisor Services to Individual Needs of Clients Our services are always tailored to the individual needs of clients. Clients may impose restrictions on their accounts, including specific investment selections and sectors. However, we will not enter into an investment advisor relationship with a client whose investment objectives may be considered incompatible with our investment philosophy or strategies or where the prospective client seeks to impose unduly restrictive investment guidelines. Client Assets Managed by Advisor The amount of client assets managed by us totaled $150,122,656 as of Dec 31st, 2025. Item 5 – Fees and Compensation We base our fees on a percentage of AUM, hourly charges, fixed fees. All fees are negotiable. 1 Registration does not imply a certain level of skill or training. 5 MZ Capital Management, LLC Disclosure Brochure  Asset Management Services Fees are charged as a percentage of assets under management as follows: Account Value Annual Fee Up to $1,000,000 1.0% $1,000,001 - $5,000,000 0.7% Over $5,000,000 0.4% Fees are billed quarterly in arrears and calculated on the account value as of the last day in the preceding quarter. There is a minimum quarterly fee of $1500. An instruction will be sent to the custodian to deduct fees directly from clients’ accounts and paid to Advisor Financial Planning Services Comprehensive financial planning services are provided free to clients who have assets under our management. For other clients, there are fees associated with the following review and planning projects. Service Name Service Fee Portfolio Review $400 Investment Planning $3000 Insurance/Annuity Review $1500 For planning services that do not easily fall into the above projects, we will charge a consulting fee of $300 per hour. Financial planning fees are billed to clients upon completion of work. No Third Compensation We are a strictly fee-only advisor. We receive no additional compensation from any third parties, such as insurance companies, mutual funds or any service providers for products we recommend to Clients. Comparable Services We believe our fees for advisory services are reasonable with respect to the services provided and the fees charged by other investment advisors offering similar services. However, lower fees for comparable services may be available from other sources. 6 MZ Capital Management, LLC Disclosure Brochure  Item 6 – Performance-Based Fees and Side-By-Side Management We do not accept performance-based fee arrangement for clients. 7 MZ Capital Management, LLC Disclosure Brochure  Item 7 – Types of Clients We generally provide investment advice to the following types of clients: Individuals (including high net worth individuals) ● ● Trusts, estates, or charitable organizations ● Corporations or business entities other than those listed above All clients are required to execute an agreement for services in order to establish a client arrangement with us. Minimum Investment Amounts Required There is a $1,000,000 minimum requirement to establish a managed account, although exceptions may be granted at our sole discretion. 8 MZ Capital Management, LLC Disclosure Brochure  Item 8 – Methods of Analysis, Investment Strategies and Risk of Loss Methods of Analysis Our investment methodology is based on academic research indicating that portfolio performance is determined principally by asset allocation, not market timing or clever stock selection. Our analysis is supported by the following principles: ● Markets are efficient and, for investing purposes, assets are fairly priced ● Priced risk factors determine the expected rate of return ● Diversification reduces the risk of uncertainty ● Asset allocation principally determines performance of the portfolio Investment Strategy and Risk We utilize a buy, hold and rebalance, passive asset-class investment methodology based on the efficient market hypothesis and modern portfolio theory. Based on your need analysis, together we determine an appropriate portfolio structure that includes a comprehensive allocation to domestic and foreign asset classes. In addition, the passive strategy attempts to minimize tax liabilities and reduce expenses related to overall management and maintenance of your portfolio. We implement the passive investment strategy with institutional asset-class funds. The funds themselves are well-diversified by holding all securities in a particular asset class. The followings are the types of risk you will be facing: Market Risk, Value Risk, Small Cap Risk, Inflation Risk, Currency Risk, and Interest-Rate Risk. For portfolios that still hold some individual stocks, you will also face liquidity risk and company specific risk. Investing in securities involves risk of loss that you should be prepared to bear. 9 MZ Capital Management, LLC Disclosure Brochure  Item 9 – Disciplinary Information Advisor has not been involved in any legal or disciplinary event. 10 MZ Capital Management, LLC Disclosure Brochure  Item 10 – Other Financial Industry Activities and Affiliations We do not participate in any other business activities. 11 MZ Capital Management, LLC Disclosure Brochure  Item 11 – Code of Ethics, Participation in Client Transactions and Personal Trading We have committed to a Fiduciary Standard and a Code of Ethics. The key points are: putting the clients’ interest first, objectivity, confidentiality, competence, fairness and suitability, integrity and honesty, regulatory compliance, full disclosure and professionalism. Though we may invest for our personal accounts securities recommended to our clients or identical to those held by our clients. We are prohibited to trade ahead of our clients or to cross-trade our personal accounts with our client accounts by our Code of Ethics. Furthermore, we will not buy or sell securities for our personal account(s) where our decision is derived, in whole or in part, by information obtained as a result of our services unless the information is also available to the investing public upon reasonable inquiry. 12 MZ Capital Management, LLC Disclosure Brochure  Item 12 – Brokerage Practices If you elect to utilize our asset management services, we require you to establish accounts at Fidelity. We recommend this custodian due to its reasonable brokerage fees, execution capabilities, expertise and reputation. Not all advisors require their clients to use a specific brokerage. Fidelity may not be the cheapest for clients’ transactions and exclusively using Fidelity as custodian and brokerage may cost clients more money. We are independently owned and operated and not affiliated with Fidelity. Fidelity provides us with access to institutional trading and custody services that are generally available to independent investment advisors on an unsolicited basis. These services include brokerage, custody, research and access to investments generally available only to institutional investors or accounts requiring a significantly higher minimum initial investment. Fidelity also makes available to us products and services that may benefit us but not our clients’ accounts. These services and products can include software and other technology that provide access to client account data (such as trade confirmation and account statements), facilitate trade execution and allocation of aggregated trade orders for multiple client accounts), provide research, pricing information and other market data, facilitate payment of our fees from client accounts and assist with back-office functions, recordkeeping and client reporting. Fidelity may also provide consulting, publications and conferences on practice management, information technology, business succession, regulatory compliance and marketing. In addition, Fidelity may make available, arrange and/or pay for these types of services provided to us by independent third parties. As a fiduciary, we endeavor to act in our clients’ best interests. However, our recommendation that you maintain your accounts at Fidelity may be based in part on the benefit to us of the availability of some of the foregoing services and products and not solely on the nature, cost or quality of custody and brokerage services provided by Fidelity. This may create a potential conflict of interest. We never aggregate the purchase or sale of securities for various clients accounts. 13 MZ Capital Management, LLC Disclosure Brochure  Item 13 – Review of Accounts Managed accounts are reviewed at least quarterly and usually monthly. While the calendar is the main triggering factor, reviews may also be performed due to client request, a change in client circumstances, or a change in our core account models. A change in client circumstances may also require a review and update of the original planning report. Currently, our principal performs all reviews of core account models as well as individual client portfolios. Reviews look for proper asset allocations and continued suitability and ensure holdings continue to work towards goals and objectives. Reviews may result in updating of the written investment policy statements. Clients receive written performance reports quarterly. The reports contain asset allocation and absolute account performance. Clients also receive monthly account statements from Fidelity; every quarter the statement also includes the advisory fees deducted from client accounts. 14 MZ Capital Management, LLC Disclosure Brochure  Item 14 – Client Referrals and Other Compensation Client Referrals We do not use compensated solicitors to refer clients to us. We may however refer advisory clients to, and may receive referrals from, other professionals (i.e., attorneys, accountants, etc.) No compensation is paid to or received from any other party. 15 MZ Capital Management, LLC Disclosure Brochure  Item 15 – Custody All assets except some 401k assets under management are held at Fidelity, who also provides account statements directly to clients at their address of record monthly. Clients should carefully review those statements. When clients have questions about their account statements, they should contact us or Fidelity. Advisor is deemed to have custody by Maryland law to the extent that Advisor has the authority to have fees deducted directly from client accounts and paid to us by the custodian. Advisor sends an invoice to clients 5 days before advisor fees are deducted. Clients are encouraged to review the invoice and contact Advisor if there are errors and discrepancies. Clients will also receive monthly statements from Fidelity indicating, among other things, account gains and losses, portfolio holdings and fee deductions. Clients should review the statements carefully. 16 MZ Capital Management, LLC Disclosure Brochure  Item 16 – Investment Discretion Upon receiving written authorization from you, we provide discretionary asset management services for your accounts including choosing the custodian at our discretion. When discretionary authority is granted, it is limited in that we only have discretionary trading authority. This authority allows us to determine the type of securities and amount of securities for each transaction. We do not have access to your funds and/or securities with the exception of having advisory fees deducted from your account and paid to us by the account custodian. Any fee deduction is done pursuant to your prior written authorization provided to the account custodian. Although we have discretionary authority over managed accounts, it is our philosophy to consult with you before any transactions are made (with the exception of possible re-balancing adjustments). You can place restrictions and guidelines on your account holdings. 17 MZ Capital Management, LLC Disclosure Brochure  Item 17 – Voting Client Securities We do not vote proxies on your behalf. You will receive proxy voting materials directly from Fidelity. You should read through the information provided with the proxy-voting documents and to make a determination based on the information provided. Upon your request, we may offer a clarification or recommendation on one or more issues presented in the proxy voting materials. However, you have the ultimate responsibility for making all proxy-voting decisions. 18 MZ Capital Management, LLC Disclosure Brochure  Item 18 – Financial Information This item is not applicable to our brochure. We do not require or solicit prepayment of more than $1,200 in fees per client, six months or more in advance. Therefore, we are not required to include a balance sheet for its most recent fiscal year. We are not subject to a financial condition that is reasonably likely to impair our ability to meet contractual commitments to clients. Finally, we have not been the subject of a bankruptcy petition at any time. 19 MZ Capital Management, LLC Disclosure Brochure  Item 19 – Requirements for State-Registered Advisors Jiaxuan Zhuang is the sole owner and managing person of Advisor. His education and business background is as follows: 1992-1995: Master of Science in Applied Mathematics in the Carnegie Mellon University 1995-1997: Master of Science in Quantitative Finance in the Carnegie Mellon University 1997-1999: PhD program in Financial Economics in the Carnegie Mellon University 1999-2000: Financial Engineer at FIMAT USA, a Societe Generale subsidiary 2000-2003: Weather Derivative Trader at PG&E National Energy Group 2003-2005: Independent Equity Trader 2005-Present: Principal of MZ Capital Management, LLC Jiaxuan Zhuang is not involved in any other business. Jiaxuan has never been involved in any legal or disciplinary event. Jiaxuan does not have any relationship with any issuers of securities. 20 MZ Capital Management, LLC Disclosure Brochure  Item 20 – Customer Privacy Policy We are committed to safeguarding our clients’ confidential information. We hold all personal information provided by you in the strictest confidence and it is our objective to protect the privacy of all clients. Except as permitted or required by law, we do not share confidential information about you with non-affiliated parties. In the event that there were to be a change in this policy, we will provide you with written notice and you will be provided an opportunity to direct us as to whether such disclosure is permissible. To conduct regular business, we may collect personal information from sources such as: Information reported by you on applications or other forms you provide to us ● ● ● Information about your transactions implemented by others Information developed as part of financial consultations and analyses To provide related services for client accounts, it is necessary for us to provide access to customer information within the firm and to non-affiliated companies whom we have entered into agreements with. To provide the utmost service, we may disclose the information below regarding customers and former customers, as necessary, to companies to perform certain services on our behalf: ● ● ● Information we receive from the client on applications (name, social security number, address, assets, etc.) Information about your transactions with others (account information, payment history, parties to transactions, etc.) Information about your financial products and services transaction with us Since we share non-public information solely to service our clients, we do not disclose any non-public personal information about our customers or former customers to anyone, except as permitted by law. However, we may also provide customer information outside of the firm as required by law, such as to government entities, consumer reporting agencies or other third parties in response to subpoenas. 21 MZ Capital Management, LLC Disclosure Brochure  Brochure Supplement Item 1 - Cover Page Jiaxuan Zhuang MZ Capital Management, LLC 6509 Bradley Blvd, Bethesda, MD 20817 (301)452-4220 info@mzcap.com www.mzcap.com Date of Brochure: _3/17/2026__ ____________________________________________________________________________________ This brochure supplement provides information about Jiaxuan Zhuang that supplements that MZ Capital Management, LLC brochure. You should have received a copy of that brochure. Please contact Jiaxuan Zhuang at (301)452-4220 if you did not receive MZ Capital Management, LLC’s brochure or you have any questions about the contents of this supplement. Additional information about Jiaxuan Zhuang is also available on the Internet at www.adviserinfo.sec.gov. Registration as an investment advisor does not imply a certain level of skill or training. 22 MZ Capital Management, LLC Disclosure Brochure  Item 2 – Educational Background and Business Experience Jiaxuan Zhuang’s educational background and business experiences are listed as follows: 1992-1995: Master of Science in Applied Mathematics in the Carnegie Mellon University 1995-1997: Master of Science in Quantitative Finance in the Carnegie Mellon University 1997-1999: PhD program in Financial Economics in the Carnegie Mellon University 1999-2000: Financial Engineer at FIMAT USA, a Societe Generale subsidiary 2000-2003: Weather Derivative Trader at PG&E National Energy Group 2003-2005: Independent Equity Trader 2005-Present: Principal of MZ Capital Management, LLC Jiaxuan is 58 years old. He was born on 1967. Item 3 – Disciplinary Information None. Item 4 – Other Business Activities None. Item 5 – Additional Compensation None. Item 6 - Supervision Jiaxuan Zhuang is the Chief Compliance Officer of MZ Capital Management, LLC. He is responsible for developing, overseeing and enforcing the firm’s compliance programs that have been established to monitor and supervise the activities and services provided by the firm. Item 7 – Requirements for State-Registered Advisors. Jiaxuan Zhuang has not been involved in any legal or disciplinary event, nor has he been involved in any bankruptcy petition. 23 MZ Capital Management, LLC Disclosure Brochure  Brochure Supplement Item 1 - Cover Page Taro Taguchi MZ Capital Management, LLC 6509 Bradley Blvd, Bethesda, MD 20817 (301)452-4220 info@mzcap.com www.mzcap.com Date of Brochure: _3/17/2026__ ____________________________________________________________________________________ This brochure supplement provides information about Taro Taguchi that supplements that MZ Capital Management, LLC brochure. You should have received a copy of that brochure. Please contact Jiaxuan Zhuang at (301)452-4220 if you did not receive MZ Capital Management, LLC’s brochure or you have any questions about the contents of this supplement. Additional information about Taro Taguchi is also available on the Internet at www.adviserinfo.sec.gov. Registration as an investment advisor does not imply a certain level of skill or training. 24 MZ Capital Management, LLC Disclosure Brochure  Item 2 - Educational Background and Business Experience Taro Taguchi’s educational background and business experiences are listed as follows: 2007-2009: Bachelor of Arts in Political Science in Tulane University 2010-2012: Master of Arts in International Affairs in the American University 2015-Present: International Financial Analyst at MZ Capital Management, LLC Taro Taguchi is 40 years old. He was born on 1986 Item 3 - Disciplinary Information None Item 4 - Other Business Activities None Item 5 - Additional Compensation None Item 6 - Supervision Taro Taguchi is supervised by Jiaxuan Zhuang Item 7 - Requirements for State-Registered Advisors Taro Taguchi has not been involved in any legal or disciplinary event, nor has he been involved in any bankruptcy petition. 25 MZ Capital Management, LLC Disclosure Brochure