Verde Capital Management, Inc.

Verde Capital Management, Inc. – ADV Part 2A – 10/2025 PART 2A OF FORM ADV - BROCHURE Verde Capital Management, Inc. 8031 Ortonville Road, Suite 210 Clarkston, MI 48348 (248) 528-1870 www.verdecm.com February 06, 2026 This Brochure provides you information about the qualifications and business practices of Verde Capital Management, Inc. (referred to in this Brochure as “us,” “we,” “our” or the “firm”). If you have any questions about the contents of this Brochure, please contact us at (248) 528-1870. The information in this Brochure has not been approved or verified by the United States Securities and Exchange Commission (“SEC”) or by any state securities authority. We are a registered investment adviser. Registration of an adviser does not imply any level of skill or training. Additional information about us also is available on the SEC’s website at www.adviserinfo.sec.gov .  ITEM 2: MATERIAL CHANGES The material changes in this brochure from the last annual updating amendment of Verde Capital Management, Inc. on February 06, 2026, are described below. ● Verde Capital Management has updated its total assets under management for fiscal year ended December 31, 2025 in item 4. ● Verde Capital Management has updated its fee structure regarding tax preparation and financial coaching under item 6.  ITEM 3: TABLE OF CONTENTS COVER PAGE i ITEM 2: MATERIAL CHANGES ii ITEM 3: TABLE OF CONTENTS iii ITEM 4: ADVISORY BUSINESS 1 ITEM 5: FEES AND COMPENSATION 2 - ASSETS UNDER MANAGEMENT 3 - PAYMENT SCHEDULE 3 ITEM 6: PERFORMANCE-BASED FEES AND SIDE-BY-SIDE MANAGEMENT 5 ITEM 7: TYPES OF CLIENTS 5 ITEM 8: METHODS OF ANALYSIS, INVESTMENT STRATEGIES AND RISK OF LOSS 5 ITEM 9: DISCIPLINARY INFORMATION 10 ITEM 10: OTHER FINANCIAL INDUSTRY ACTIVITIES AND AFFILIATIONS 10 ITEM 11: CODE OF ETHICS, PARTICIPATION OR INTEREST IN CLIENT TRANSACTIONS AND PERSONAL TRADING 11 ITEM 12: BROKERAGE PRACTICES 11 ITEM 13: REVIEW OF ACCOUNTS 13 ITEM 14: CLIENT REFERRALS AND OTHER COMPENSATION 13 ITEM 15: CUSTODY 15 ITEM 16: INVESTMENT DISCRETION 16 ITEM 17: VOTING CLIENT SECURITIES 16 ITEM 18: FINANCIAL INFORMATION 16  ITEM 4: ADVISORY BUSINESS Our Owners and Principals We are a Michigan corporation established in 2008. Carl Szasz is our sole principal and owns more than twenty-five percent (25%) of our firm’s common stock. Our Advisory Services Investment Management – Qualified Plans We provide investment management services to qualified retirement plans subject to the Employee Retirement Income Security Act of 1974, as amended ("ERISA"). As part of our services to qualified plans, we act as a 3(21) and 3(38) fiduciary manager under ERISA. This means that when we are performing discretionary services on behalf of the plan, the plan fiduciary is shifting its fiduciary responsibility to us for the selection of the plan’s investments. Rather than always creating a formal written Investment Policy Statement (IPS), we offer a fund menu lineup of investments that are diversified across all major asset classes, including U.S. Stocks, International Stocks, Bonds, Commodities, and Real Estate. Some of our plans also allow for cryptocurrency ETFs. Within each asset class, we further diversify into various segments, such as Large Cap Stocks, Mid Cap Stocks, Small Cap Stocks, Short-Term Bonds, Intermediate-Term Bonds, and Long-Term Bonds. Outside Management and 401(k) Advisory Services We also provide investment advice to our clients on their qualified retirement plan assets. If we provide you with investment management services for assets held in your retirement account, we will consider your goals and objectives; and we will make suggestions on how you might allocate plan assets among the investment options provided by your plan sponsor. You may implement our investment recommendations or we, with your authorization and using your personal identification number, will execute any agreed upon allocation changes. We will manage your retirement assets according to the terms of the investment advisory agreement we sign with you. If our services are discontinued, you must promptly change your personal identification number so as to assure we do not have any further access to your account. Part 2A of Form ADV – Brochure Verde Capital Management, Inc. 1  Investment Management Services We offer investment management services through our wrap fee program. We emphasize continuous personal client contact and interaction in providing discretionary investment supervisory services. A complete description of the program and its fees are contained in our Part 2A Appendix, which is the Program Brochure. To request a copy of the Program Brochure please contact our President and Chief Compliance Officer, Carl Szasz at (248) 528-1870 or carlszasz@verdecm.com . Financial Planning We offer financial planning only for clients that utilize either our investment management services or digital investment services. This is not offered as a stand-alone service. Financial plans and financial planning may include, but not limited to: risk management, investment planning, tax planning, retirement planning, estate planning, charitable planning, education planning, business planning and asset protection planning. Financial Coaching We offer financial coaching for clients of all service models, and non-clients. This is offered as a standalone service with a separate agreement and payment schedule. Financial coaching may include, but is not limited to: budget analysis, cash flow management, savings planning, debt reduction strategies, and behavioral finance education. Tax Preparation Services We offer tax preparation for VCM clients of all service models. This is offered as a standalone service with a separate agreement and payment schedule. Tax preparation may include, but is not limited to: a review of a client’s past tax returns, analysis of a client’s current tax forms and documents, preparation of a client’s tax return, and filing of the tax return. Part 2A of Form ADV – Brochure Verde Capital Management, Inc. 2  Use of Synthetic Instruments and Derivatives Verde Capital Management, Inc. (“Verde”) may, where appropriate, employ derivative instruments such as exchange-traded options, futures, structured notes, or synthetic positions (including “box spreads” and similar strategies) to implement investment or hedging objectives within client accounts. These transactions are used only to manage exposure, replicate market positions, or improve portfolio efficiency. Verde does not act as a dealer or counterparty, extend credit, or engage in proprietary synthetic-loan transactions. All such activity is conducted through qualified custodians or regulated counterparties in accordance with client objectives and applicable law. Educational Seminars/Workshops We provide periodic educational seminars and workshops to clients and the general public free of charge. Seminar topics include, but are not limited to; behavioral finance, financial planning, retirement planning, and Planning for Your 401K. Assets Under Management We manage your assets on either a discretionary or nondiscretionary basis. As of December 31, 2025, Verde Capital Management (VCM) managed approximately $722,271,577 in client assets on a discretionary basis and $27,511,654 on a non-discretionary basis. ITEM 5: FEES AND COMPENSATION Investment Management for Qualified Plans Investment Management – Qualified Plans Under our new pricing structure, plan sponsors pay a flat fee based on the anticipated workload for the year. For example, if we are onboarding a plan and transitioning to a new recordkeeper, we may quote 12 hours of work at $250 per hour, billed monthly over the year. Conversely, if a plan is already integrated with payroll, requires minimal testing, and only needs one virtual education session for employees, we may quote six hours at $250 per hour. Our rate ranges from $250 to $500 per month, depending on the number of advisors involved and their experience with 401(k) plans. Fees remain fixed until they are updated and are billed in equal monthly increments via credit card or direct bank transfer from the plan sponsor. We assist the Plan Sponsor with compiling or responding to information Part 2A of Form ADV – Brochure Verde Capital Management, Inc. 3  requested by the Plan's provider for compliance testing and preparation of the Form 5500. We are not responsible for conducting any testing or preparing of the Form 5500. Fees do not include brokerage commissions, transaction fees, and other related costs and expenses incurred in connection with providing investment management services to the Plan. Mutual funds and ETFs also charge internal management fees, which are disclosed in the fund’s prospectus. Such charges, fees and commissions are in addition to our fee. For our ERISA plan clients who signed investment management agreements with us prior to January 1, 2025, our fees and services will be as set forth in the client's investment management agreement. Outside Management and 401(k) Advisory Services When we provide continuous and regular investment advisory services to you for your 401(k) participant assets, we will charge you a fee of 0.50% to 1.5% for the assets under our management depending on the complexity of your plan and the nature of your individual circumstances. In addition to our fees, you are responsible for all mutual fund expenses, transaction fees, and administrative costs charged by other parties for these accounts. If you choose, you may grant us limited discretionary authority in the investment advisory agreement to bill your custodian directly and to instruct your custodian to deduct our advisory fees for our 401(k) advisory services directly from your other non-qualified account. Investment Management Fees If you utilize our investment management services under our wrap fee program, we charge you an annual fee based upon a percentage of the market value of your assets under our management. Our fee for the program is called a “wrap fee,” which means that our fee includes all commissions or transaction fees which otherwise would be incurred by you. A complete description of the program and its fees are contained in our Part 2A Appendix 1, which is the Program Brochure. To request a copy of the Program Brochure please contact our President and Chief Compliance Officer, Carl Szasz at (248) 528-1870 or carlszasz@verdecm.com . Part 2A of Form ADV – Brochure Verde Capital Management, Inc. 4  ASSETS UNDER MANAGEMENT PAYMENT SCHEDULE ASSETS UNDER MANAGEMENT FEE $0-1,000,000 1.50% $1,000,001-2,500,000 1.40% $2,500,001-5,000,000 1.10% $5,000,001-10,000,000 0.80% $10,000,001+ 0.60% At the time the Account is opened, we will determine the fees to be charged to Client. Fees payable under the Assets Under Management Payment Schedule is the percentage of the market value of the Assets under Sub-Advisor’s management. We charge our fee monthly, in arrears, based upon the average daily Account balance as valued by the custodian. The average daily Account balance is calculated by taking the average of each day’s ending market value for the number of days in the billing period. We calculate the standard annual fee by applying the above fee schedule to the average daily Account balance for the period and then dividing it by 12 to determine the monthly fee. For accounts that utilize margin or securities-backed lines of credit (“SBLs”), our advisory fee is calculated based on the gross market value of all assets in the account, including assets purchased using borrowed funds. The account’s market value is determined by the custodian and may reflect securities bought partially or entirely with margin proceeds or funds advanced under an SBL facility. This method of billing creates a conflict of interest. When a client uses margin or an SBL, the total asset value in the account increases, which may increase the advisory fee we receive. As a result, we have an incentive to recommend or maintain the use of margin or SBLs. We mitigate this conflict by: ● assessing suitability before recommending the use of margin or SBLs; ● providing clients with written disclosures of risks and costs; ● requiring written acknowledgment from clients before activating margin or SBL borrowing; and ● reviewing margin and SBL usage periodically as part of our compliance program. Clients are responsible for all borrowing costs, including interest charged by the custodian or lender, and should carefully consider the additional risk associated with the use of leverage. Market declines may Part 2A of Form ADV – Brochure Verde Capital Management, Inc. 5  increase the likelihood of a margin call or forced liquidation, and clients may lose more than the amount originally invested. The percentage fee payable under the assets under management payment schedule corresponds only to those assets in that specific bracket. To illustrate, if a client deposits $2,500,000 to its account, 1.5% will be charged to the first $1,000,000 (or, $15,000) and 1.4% will be charged on the remaining $1,500,000 (or, $21,000), for a total fee of $36,000. Financial Planning Fees for financial planning services are based upon the income of Client, as set forth in the table below. However, if Client has sufficient Assets in its Account, Advisor will waive its fees for financial planning services, and Advisor’s fees will instead be based upon the Assets under Management Payment Schedule as set forth in the relevant Service Schedule. The minimum assets under management to qualify for the waiver of the financial planning services fees are as set forth in the third column of the table below: ANNUAL GROSS INCOME PAYMENT SCHEDULE INCOME INCOME BASED FEE MINIMUM AUM TO WAIVE FINANCIAL PLANNING FEES $0-100,000 $100/month $80,000 $100,001-150,000 $150/month $120,000 $150,001-200,000 $200/month $160,000 $200,001-250,000 $250/month $200,000 $250,001-300,000 $300/month $240,000 $300,001-350,000 $350/month $280,000 $350,001-400,000 $400/month $320,000 $400,001-450,000 $450/month $360,000 $450,001+ $500/month $400,000 At the time the Account is opened, we will determine the fees to be charged to the Client. We will re-assess the fees to be charged once the Client’s assets reach the minimum AUM level required to waive income based fees. At that time, income based fees will be waived and fees will be charged based on the assets under management payment schedule. Part 2A of Form ADV – Brochure Verde Capital Management, Inc. 6  Financial Coaching Programs: We offer four financial coaching programs, each with distinct focuses and pricing structures. Roadmap to Hope Session: This session is priced at $295 for personal coaching and $395 for personal and business coaching. The session focuses on teaching cash flow management. We review and analyze the client’s personal budget, and the coach helps create a new budget using a new cash flow management system and plan for cash flow goals. Go Program: The total cost for this program is $1200, with a 10% discount if paid in full. Alternatively, it can be billed at $400 monthly for three months. This coaching plan focuses on healthy financial management behaviors, including managing expenses, creating, maintaining, and updating a budget, reducing debt, evaluating savings, and long-term goals. The program includes access to the Plan Ahead Spending Plan, Debt Reduction Calculator, and email support, as well as 6 bi-weekly one-on-one coaching sessions over 3 months. Change Program: This program is priced at $2100 total cost, with a 10% discount if paid in full. It can also be billed at $350 monthly for six months. The coaching plan focuses on healthy financial management behaviors, including managing expenses, creating, maintaining, and updating a budget, reducing debt, evaluating savings, and long-term goals. The program includes access to the Plan Ahead Spending Plan, Debt Reduction Calculator, and email support, plus 8 bi-weekly and 2 monthly one-on-one coaching sessions over 6 months. Dream Program: This program is priced at $3600 total cost, with a 10% discount if paid in full. It can also be billed at $300 monthly for six months. The coaching plan focuses on healthy financial management behaviors, including managing expenses, creating, maintaining, and updating a budget, reducing debt, evaluating savings, and long-term goals. The program includes access to the Plan Ahead Spending Plan, Debt Reduction Calculator, and email support, plus 8 bi-weekly meetings for 4 months and 8 monthly one-on-one coaching sessions over the next 8 months. Part 2A of Form ADV – Brochure Verde Capital Management, Inc. 7  Tax Preparation Fees for Tax Preparation for VCM clients will be charged a minimum rate of $400 for individual tax returns (1040) and $1000 for business tax returns (1120s, 1065, etc.) This rate is subject to increase due to the complexity of the tax return and the client’s situation. Any additional tax engagements $150/hour (non-filing, amendments, etc) A quote and engagement letter will be provided to a client before work is started for the client to review and approve. Clients will pay for these standalone services separately. Direct Billing to Your Custodian With your authorization, we will directly debit fees from your accounts or bill you for our fees. Generally, our clients authorize us under the investment advisory agreement to deduct our fees directly from their account. If you provide us such authorization, the custodian’s periodic statements will show each fee deduction from your account. You may withdraw this authorization for direct billing of these fees at any time by notifying your custodian or us in writing. Fees paid directly by check or credit card are due upon receipt of the fee invoice. ITEM 6: PERFORMANCE-BASED FEES AND SIDE-BY-SIDE MANAGEMENT We do not charge any performance-based fees (fees based on a share of capital gains on or capital appreciation of your assets). ITEM 7: TYPES OF CLIENTS We offer financial planning and investment management services to individuals, high net worth individuals, trusts and estates, pension and profit sharing plans, charitable institutions, and corporations and other business entities. We do not impose any conditions for starting or maintaining an investment management account, such as a minimum annual fee or account balance. There is no minimum account size for our financial planning services. ITEM 8: METHODS OF ANALYSIS, INVESTMENT STRATEGIES AND RISK OF LOSS Methods of Analysis We utilize fundamental analysis to evaluate investments. Fundamental analysis is a technique that attempts to determine a security’s value by focusing on the economic well-being of a financial entity Part 2A of Form ADV – Brochure Verde Capital Management, Inc. 8  as opposed to only its price movements. When conducting fundamental analysis, we will review a company’s financial statements and consider factors including, but not limited to, whether the company’s revenue is growing, if the company is profitable, if the company is in a strong enough position to beat its competitors in the future, and if the company is able to repay its debts. Because it can take a long time for a company’s value to be reflected in the market, the risk associated with this method of analysis is that a gain is not realized until the stock’s market price rises to the company’s true value. The valuation method is a technique used to calculate a theoretical value for a security in order to estimate potential future market prices. When utilizing the valuation method, we will review such things as a security’s earnings per share, price to earnings and growth rate. We also utilize technical analysis to evaluate potential investments. Unlike fundamental analysis, technical analysis does not analyze the company’s value, but instead analyzes the stock’s price movement in the market. Charting is a form of technical analysis in which the various technical factors are diagrammed in order to illustrate patterns. Technical analysis studies the supply and demand in the market in an attempt to determine what direction, or trend, will continue in the future. However, there are risks involved with this method, including the risk that the trends will change unpredictably, which is why we use a combination of methods and obtain information from a variety of sources. We obtain information from a number of sources, both public and by purchase, including research materials prepared by third-parties, corporate rating services, annual reports, prospectuses and filings with the SEC and company press releases. We believe these resources for information are reliable and regularly depend on these resources for making our investment decisions; however, we are not responsible for the accuracy or completeness of this information. Investment Strategies We use a variety of investment strategies depending on your circumstances, financial objectives and needs. We may recommend implementing one or more of the following investment strategies: long-term purchases (held at least a year), short term purchases (held less than a year), trading (held less than 30 days), margin transactions (purchase of a security on credit extended by a securities company), and option writing (selling an option) or a combination of these strategies to help you meet your investment objectives. Long-Term Purchases – The Long-Term assumption is that financial market values will increase over time (at least a year) and this may not happen. There is also the risk that the segment of the market you are invested in (or perhaps just your particular investment) will decrease over time even if overall Part 2A of Form ADV – Brochure Verde Capital Management, Inc. 9  stock market values increase. In addition, purchasing investments long-term may create an opportunity cost, “locking-up” assets that you may be better off using elsewhere. Short-Term Purchases and Trading – Securities are purchased with the idea of selling them very quickly (typically within 30 days or less). This is done in an attempt to take advantage of predictions of brief price swings. The Short-Term strategy may produce higher gains however, the risk may be greater. Decision to use or not use short-term investments must be made in terms of the level of risk and the projected time frame for meeting your goals. In addition, securities held less than one year before selling it are classified, by the IRS, as a short-term capital gain and the profit is taxed as ordinary income. Short sales – Short selling is the selling of a security that the seller does not own based on the assumption that the seller will be able to buy the stock at a lower amount than the price at which the seller sold short. Managers use short positions to reduce the risk of long positions purchased with money borrowed on margin. If correct and the stock price has gone down since the shares were borrowed from the original owner, the client account realizes the profit. As stock prices increase, short seller losses also increase as short sellers rush to buy the stock to cover their positions. This increase in demand, in turn, further drives the prices up, increasing losses. Margin transactions – Stocks may be purchased for client portfolios with money borrowed from the broker. This allows the investor to purchase more stock than they would be able to with their available cash, and allows the purchase of stock without selling other holdings. A risk in margin trading is that, in volatile markets, securities prices can fall very quickly. If the value of the securities in your account minus what you owe the broker falls below a certain level, the broker will issue a “margin call”, and you will be required to sell your position in the security purchased on margin or add more cash to the account. In some circumstances, you may lose more money than you originally invested. Securities backed lending. Verde may, when appropriate, assist clients in arranging securities-backed lines of credit through qualified custodians or third-party lenders. These facilities provide liquidity by using portfolio assets as collateral. Verde does not act as a lender or receive compensation from lending institutions. Clients are responsible for understanding the terms and potential implications of such borrowing. Option writing. Verde may employ option strategies, including writing (selling) call or put options, to generate income, manage risk, or adjust portfolio exposure. In certain cases, Verde may implement structured or “synthetic” option combinations—such as box spreads or similar offsetting positions—to manage interest-rate exposure or lock in defined outcomes within client accounts. These strategies are used only when consistent with a client’s investment objectives and financial profile. While Part 2A of Form ADV – Brochure Verde Capital Management, Inc. 10  such positions are designed to achieve specific economic results, they are subject to market, liquidity, and execution risks, and may not perform as intended. We may recommend implementing these strategies using mutual funds (held directly or held within variable annuities or life insurance products), exchange traded funds, options, and other types of investments. We often recommend mutual funds of different kinds to promote portfolio diversification within various asset classes, such as industry sectors, domestic/international, or equities/bonds. We may recommend periodic purchases, sales, and exchanges of those mutual fund shares within mutual fund families and between different mutual fund families when there are changes in your needs, market conditions, or economic developments. Types of Investments and Risk of Loss We offer advice about a wide variety of investment types, including mutual funds, index funds, exchange traded funds (“ETFs”), international securities, derivatives, and variable annuities, and publicly traded digital asset trusts, each having different types and levels of risk. We will discuss these risks with you in determining the investment objectives that will guide our investment advice for your account. We will explain and answer any questions you have about these kinds of investments, which present special considerations such as the following. Investing in securities involves risk of loss that you should be prepared to bear. Obtaining higher rates of return on investments typically entails accepting higher levels of risk. We work with you to attempt to identify the balance of risks and rewards that is appropriate and comfortable for you. However, it is still your responsibility to ask questions if you do not fully understand the risks associated with any investment or investment strategy. While we cannot foresee all potential risks, and many more exist than listed below, these are the most common risks investors face: Interest-rate Risk: Fluctuations in interest rates may cause investment prices to fluctuate. For example, when interest rates rise, yields on existing bonds become less attractive, causing their market values to decline. Market Risk: The price of a security, bond, ETF, or mutual fund may drop in reaction to market events or other factors. This type of risk is caused by external factors independent of a security's particular individual circumstances. For example, political, economic and social conditions may trigger market events. Part 2A of Form ADV – Brochure Verde Capital Management, Inc. 11  Inflation Risk: When inflation is present, a dollar today will not buy as much as a dollar in the future, because purchasing power is eroding at the rate of inflation. Your investment may lose value if it is not keeping pace with inflation. Currency Risk: Overseas investments are subject to fluctuations in the value of the dollar relative to the currency of the investment's home country. This is also referred to as exchange rate risk. International Risk: International investments may involve risk of capital loss from unfavorable fluctuations in currency exchange rates, differences in generally accepted accounting principles, or economic or political instability in other nations. Reinvestment Risk: The risk that proceeds from maturing investments may have to be reinvested at a potentially lower rate of return (i.e. interest rate). This primarily affects fixed income securities. Financial Risk: Excessive borrowing to finance a business' operations increases the risks to profitability, because the company must meet the terms of its debt obligations in good times and bad. The inability to meet debt obligations, in severe economic downturns, may result in declining market value of the company’s debt and equity securities or possibly even bankruptcy. Securities-backed lending risk: Borrowing against securities may increase liquidity but also introduces the risk of margin calls and forced liquidation if collateral values fall. Declines in account value can reduce or eliminate available credit, and pledged assets may be sold without prior notice. Margin transaction risk: Margin borrowing magnifies both gains and losses. A market downturn can quickly erode equity in a margined account, requiring additional funds or the liquidation of positions. Interest costs further reduce returns and can compound losses. Option and synthetic strategy risk: spreads and other structured combinations can involve significant leverage and may lose value rapidly if market conditions move unexpectedly. These instruments may carry liquidity and counterparty risks, and losses can exceed the amount initially invested. The previously mentioned risks will vary for each type of investment; therefore, we will diversify your account in an attempt to mitigate those risks. Nevertheless, diversification alone cannot eliminate the possibility of significant price declines. We will work with you to attempt to identify the balance of risk and reward that is appropriate and comfortable for you. However, it is still your responsibility to ask questions if you do not fully understand the risks associated with any investment or investment strategy. Part 2A of Form ADV – Brochure Verde Capital Management, Inc. 12  Also, while we strive to render our best judgment on your behalf, many economic and market variables beyond our control can affect the performance of your investments and we cannot assure you that your investments will be profitable or assure you that no losses will occur in your investment portfolio. Past performance is one relatively important consideration with respect to any investment or investment advisor, but it is not a predictor of future performance. Interval funds are a type of closed-end fund that allow withdrawals only at set times, usually once a quarter. The fund may also impose limits on how much may be withdrawn during a quarter. Interval funds will usually invest in high-yielding and low-liquidity type investments that may not be found in normal mutual funds. This carries additional liquidity and valuation risk. Mutual Funds, Index Funds and Exchange-Traded Funds Exchange traded products are types of securities that derive their value from a basket of securities such as stocks, bonds, commodities or indices and trade on exchanges during the day like individual stocks, while traditional mutual funds are priced once a day at the close. The value of our portfolio will fluctuate with the value of the underlying securities. ETFs trade like a stock, and there will be brokerage commissions associated with the buying and selling of the ETFs unless trading occurs in a wrap fee program. Mutual funds and ETFs that we typically use charge their shareholders various advisory fees and expenses associated with the establishment and operation of the funds. These fees will generally include a management fee, shareholder servicing, other fund expenses, and sometimes a distribution fee. If the fund also imposes sales charges, you may pay an initial or deferred sales charge. We generally use a combination of no-load retail and institutional class mutual funds that may or may not have transaction fees. When selecting a fund, we will consider a variety of factors including its expense ratio and other factors that may vary depending on the client. Based upon these and other considerations, in some instances we may choose a no transaction fee (“NTF” or no-load) share class having higher on-going fund expenses (which reduce the return of the fund) over an institutional share class that imposes transaction fees but has a lower on-going fund expense ratio. Our share class selections are based upon then available information and circumstances, which may later turn out differently for many reasons beyond our control, including your changing investment objectives, financial needs, or time horizon. These separate fees and expenses are disclosed in each fund’s current prospectus, which is available from the fund or we can provide it to you upon request. Part 2A of Form ADV – Brochure Verde Capital Management, Inc. 13  Consequently, for any type of fund investment, it is important for you to understand that you are directly and indirectly paying two levels of advisory fees and expenses: one layer of fees at the fund level and one layer of advisory fees and expenses to us. Generally speaking, most mutual funds may be purchased directly, without using our services and without incurring our advisory fees. Variable Annuities Variable annuities are highly complex financial products offered by insurance companies. Investment in a variable annuity contract is subject to both general market risk and the insurance company’s credit risk. These and other risks are described in the variable annuities’ prospectuses. Variable annuities are regulated under both securities and insurance laws and related rules and regulations. Variable annuities offer various benefits and features which may or may not have value to you depending on your circumstances, which we can discuss with you. Like other types of investments, commissions are paid for the purchase of variable annuities and there may be substantial surrender charges. These commissions, surrender charges, and other expenses are disclosed in the prospectus. Like mutual funds, insurance companies charge a variety of fees and charges against the assets invested in the separate accounts of their policyholders. As noted above, this means that there are two layers of advisory fees paid – one layer to the insurance company and one layer to our firm for our advisory services. We do not generally recommend variable annuities due to substantial costs. However, if you come to us already owning variable annuities, and we determine that it is not suitable to liquidate them due to surrender charges, taxes, or other factors, we will review the separate accounts with you and provide investment advice concerning them, based upon our agreement with you. Publicly Traded Cryptocurrency Trusts If suitable for a client, we recommend investments in publicly traded trusts established for the purpose of investing in and holding cryptocurrency, specifically Bitcoin and Ethereum. Bitcoin and Ethereum are digital assets that are created and transmitted through the operations of the peer-to-peer decentralized network of computers that operates on cryptographic protocols. Bitcoin and Ethereum trusts typically charge their shareholders various fees and expenses associated with the establishment and operation of the trust, including a fee paid to the sponsor of the trust. Bitcoin and Ethereum exchanges are largely unregulated and lack transparency. Over the past five years, Bitcoin and Ethereum Part 2A of Form ADV – Brochure Verde Capital Management, Inc. 14  exchanges have closed due to fraud, business failure or security breaches. In many instances, customers lost some or all of their investment. There are many other risks associated with investments in Bitcoin and Ethereum trusts and their underlying investments in Bitcoin and Ethereum which are described in the trust's prospectus. ITEM 9: DISCIPLINARY INFORMATION As a registered investment adviser, we must inform you of all material facts regarding any legal or disciplinary events that would be material to your evaluation of our firm or the integrity of our management. We have no legal or disciplinary events to disclose. ITEM 10: OTHER FINANCIAL INDUSTRY ACTIVITIES AND AFFILIATIONS Mr. Carl Szasz is the owner of Verde Real Estate, LLC, which solely owns a commercial office building in Clarkston, MI. Mr. Szasz may offer existing clients advice or products from those activities, or tenants of Verde Real Estate, LLC, may become clients of Verde Capital Management, Inc. Therefore, a potential conflict of interest exists when we recommend that you rent office space in the building owned and managed by Verde Real Estate, LLC. To mitigate any conflict of interest, we do not require you or any client to rent office space through Verde Real Estate, LLC, or that tenants or employees of tenants become clients of Verde Capital Management, Inc. You are free to rent office space where you deem fit, and which best suits your needs and budget. Mr. Szasz, Mr. Smart, Ms. Lundberg, and Mr. Yarosh are also certified by Sedera Health to act as affiliate sales representatives under Verde Capital Management, Inc., an affiliated organization with Sedera Health, to sell membership plans under Sedera Access+ and Sedera Select+ to individuals, families, organizations, and employers. Therefore, a potential conflict of interest exists when we recommend that you select to use Sedera Health’s individual/family/employer plans in lieu of traditional health insurance products as part of our financial planning advice. To mitigate any conflict of interest, we do not require you to select to become a member of Sedera Health, and you are free to select the health care tools (member cost sharing or traditional health insurance) directly or from an unaffiliated insurance agent. Some Investment Adviser Representatives with Verde Capital Management, Inc are licensed insurance agents. This activity creates a conflict of interest since there is an incentive to recommend insurance products based on commissions or other benefits received from the insurance company, rather than on the client’s needs. Additionally, the offer and sale of insurance products by supervised persons of Verde Capital Management, Inc. are not made in their capacity as a fiduciary, and products are limited Part 2A of Form ADV – Brochure Verde Capital Management, Inc. 15  to only those offered by certain insurance providers. Verde Capital Management, Inc. addresses this conflict of interest by requiring its supervised persons to act in the best interest of the client at all times, including when acting as an insurance agent. Verde Capital Management, Inc. periodically reviews recommendations by its supervised persons to assess whether they are based on an objective evaluation of each client’s risk profile and investment objectives rather than on the receipt of any commissions or other benefits. Verde Capital Management, Inc. will disclose in advance how it or its supervised persons are compensated and will disclose conflicts of interest involving any advice or service provided. At no time will there be tying between business practices and/or services (a condition where a client or prospective client would be required to accept one product or service conditioned upon the selection of a second, distinctive tied product or service). No client is ever under any obligation to purchase any insurance product. Insurance products recommended by Verde Capital Management, Inc.’s supervised persons may also be available from other providers on more favorable terms, and clients can purchase insurance products recommended through other unaffiliated insurance agencies. ITEM 11: CODE OF ETHICS, PARTICIPATION OR INTEREST IN CLIENT TRANSACTIONS AND PERSONAL TRADING We have adopted a Code of Ethics (the “Code”) describing the standards of business conduct we expect all officers, directors, employees, and advisory representatives to follow. The Code also describes certain reporting requirements with which particular individuals associated with or employed by us must comply. We will provide a free copy of the Code to you upon request. Our principals and representatives will often own the same securities we recommend to you or our other clients. Generally, these securities will be shares of open ended mutual funds or stocks and bonds actively traded on a national securities exchange or market where the time and size of their purchases or sales will not affect transactions for you or our other clients. If we do recommend the purchase or sale of a thinly traded security to you, we will ensure that our principals’ and representatives’ transactions do not adversely affect you nor improperly benefit them, typically by completing our principals’ and representatives’ transactions after all your and other client transactions have been made. Orders for your account and our own accounts may sometimes be aggregated or “batched” into one large order as described in “ BROKERAGE PRACTICES ” below. You may request a copy of our Code by contacting our President, Carl Szasz at (248) 528-1870 or carlszasz@verdecm.com . Part 2A of Form ADV – Brochure Verde Capital Management, Inc. 16  ITEM 12: BROKERAGE PRACTICES Directed Brokerage & Soft Dollars Custodians/broker-dealers will be recommended based on Verde Capital Management’s duty to seek “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 Verde Capital Management 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 the research efforts of Verde Capital Management. Verde Capital Management will never charge a premium or commission on transactions, beyond the actual cost imposed by the broker-dealer/custodian. Verde Capital Management recommends Charles Schwab & Co., Inc. Advisor Services, and TradePMR, Inc. (“TradePMR”). Verde Capital Management is separate and unaffiliated from Charles Schwab & Co., Inc. Advisor Services, and TradePMR. Trade-PMR clears trades and custodies assets with First Clearing, FINRA member broker-dealers. First Clearing is a trade name used by Wells Fargo Clearing Services, LLC., a non-bank affiliate of Wells Fargo & Company. Trade-PMR acts as an introducing broker dealer on a fully disclosed basis. Trade-PMR and First Clearing are members of SIPC and are unaffiliated registered broker dealers and FINRA members. The brokerage commissions and/or transaction fees charged by Trade-PMR or any other designated broker-dealer are exclusive of and in addition to Verde Capital Management’s fee. Verde Capital Management regularly reviews these programs to seek to ensure that its recommendation is consistent with its fiduciary duty. Factors which Verde Capital Management considers in recommending Trade-PMR and First Clearing or any other broker-dealer or custodian to clients include their respective financial strength, reputation, execution, pricing, research, and service. The commissions and/or transaction fees charged by these brokers may be higher or lower than those charged by other broker-dealers. In addition, Trade-PMR provides Verde Capital Management with access to its institutional trading and custody services, which are typically not available to retail investors. These brokerage services include the execution of securities transactions, research, and access to mutual funds and other investments that are otherwise generally available only to institutional investors or would require a significantly higher minimum initial investment. Part 2A of Form ADV – Brochure Verde Capital Management, Inc. 17  Additionally, Verde Capital Management may receive the following benefits from Trade-PMR: receipt of duplicate client confirmations and bundled duplicate statements; access to a trading desk that exclusively services its participants; access to block trading which provides the ability to aggregate securities transactions and then allocates the appropriate shares to client accounts; and access to an electronic communication network for client order entry and account information. 1. Research and Other Soft Dollar Benefits Verde Capital Management does not have access to research, products, or other services from its broker/dealer in connection with client securities transactions (“soft dollar benefits”) consistent with (and not outside of) the safe harbor contained in Section 28(e) of the Securities Exchange Act of 1934, as amended, and may consider these benefits in recommending brokers. 2. Brokerage for Client Referrals Verde Capital Management receives no referrals from a broker-dealer or third party in exchange for using that broker-dealer or third party. 3. Clients Directing Which Custodian to Use Verde Capital Management may permit clients to direct it to execute transactions through a specified custodian. Clients must refer to their advisory agreements for a complete understanding of how they may be permitted to direct brokerage. If a client directs their advisor to use a specific custodian, the client will be required to acknowledge in writing that the client’s direction with respect to the use of custodians supersedes any authority granted to Verde Capital Management to select custodians; this direction may result in higher fee for various services offered by the custodian. Aggregation of Orders We have adopted a trade allocation policy to govern how we handle the aggregation of orders for more than one client’s account. From time to time and only where appropriate, we aggregate orders for securities transactions for more than one client and, in appropriate circumstances, include proprietary accounts. In doing so, we strive to treat each client fairly and will not favor one client or a proprietary account over another client. When executed, we will allocate the aggregated order in accordance with policies and procedures intended to achieve fair treatment. The purpose of aggregating Part 2A of Form ADV – Brochure Verde Capital Management, Inc. 18  orders is for our administrative convenience and, in some transactions, to obtain better execution for the aggregated order than might be achieved by processing each of the transactions separately. We will not aggregate orders for a client having a directed brokerage relationship. A consequence of not aggregating your order with other orders for the same securities is that you may not obtain as good a price or as low a cost in a separate transaction as clients whose orders have been aggregated. Each account that participates in an aggregated order will participate at the average share price for all transactions ordered by our firm in that security on a given business day. If permitted by the broker-dealer effecting the transaction, transaction costs will be shared on a pro rata basis. Some broker-dealers charge brokerage commissions to each participating client in accordance with the size of that client’s part of the aggregated order, regardless of the total size of the aggregated order. If an aggregated order is not filled in its entirety, it will be allocated among participating accounts on a pro rata basis. ITEM 13: REVIEW OF ACCOUNTS The frequency and triggering factors for internal account reviews depend upon the services we provide to you. We are available to meet with you on a quarterly basis to review your account. Our advisory representatives share responsibility for these reviews. For investment management services to ERISA plans generally on a quarterly basis, we will prepare and deliver a report to the plan’ Fiduciary evaluating and summarizing the previous quarter’s market environment, performance results of the investments in the account, total value of plan assets held in the account, a summary of the plan’s asset allocation, the fees and expense ratio of each investment alternative and other information relevant to the maintenance of the account. You must contact us when a real or potential change in your financial condition occurs so we can review the portfolio along with your new information to ensure the investment strategies continue to be appropriate. ITEM 14: CLIENT REFERRALS AND OTHER COMPENSATION Charles Schwab & Co., Inc. Advisor Services provides Verde Capital Management with access to Charles Schwab & Co., Inc. Advisor Services’ institutional trading and custody services, which are typically Part 2A of Form ADV – Brochure Verde Capital Management, Inc. 19  not available to Charles Schwab & Co., Inc. Advisor Services retail investors. These services generally are available to independent investment advisers on an unsolicited basis, at no charge to them so long as a total of at least $10 million of the adviser’s clients’ assets are maintained in accounts at Charles Schwab & Co., Inc. Advisor Services. Charles Schwab & Co., Inc. Advisor Services includes brokerage services that are related to the execution of securities transactions, custody, research, including that in the form of advice, analyses and reports, and access to mutual funds and other investments that are otherwise generally available only to institutional investors or would require a significantly higher minimum initial investment. For Verde Capital Management client accounts maintained in its custody, Charles Schwab & Co., Inc. Advisor Services generally does not charge separately for custody services but is compensated by account holders through commissions or other transaction-related or asset-based fees for securities trades that are executed through Charles Schwab & Co., Inc. Advisor Services or that settle into Charles Schwab & Co., Inc. Advisor Services accounts. Charles Schwab & Co., Inc. Advisor Services ("Schwab”) provides Verde Capital Management with access to Schwab’s institutional trading and custody services, which are typically not available to Schwab’s retail investors. These services generally are available to independent investment advisers on an unsolicited basis, at no charge to the investment adviser as long as a total of at least $10 million of the investment adviser’s assets under management are maintained in accounts at Schwab. Schwab includes brokerage services that are related to the execution of securities transactions, custody, research, including that in the form of advice, analyses and reports, and access to mutual funds and other investments that are otherwise generally available only to institutional investors or would require a significantly higher minimum initial investment. For Verde Capital Management client accounts maintained in its custody, Schwab generally does not charge separately for custody services but is compensated by account holders through commissions or other transaction-related or asset-based fees for securities trades that are executed through Schwab or that settle into Schwab accounts. Schwab also makes available to Verde Capital Management other products and services that benefit Verde Capital Management but may not benefit its clients’ accounts. These benefits may include: Entertainment Benefits ● National, regional or Verde Capital Management specific educational events organized and/or sponsored by Charles Schwab & Co., Inc. Advisor Services. ● Occasional business entertainment of personnel of Verde Capital Management, including meals, invitations to sporting events, including golf tournaments, and other forms of entertainment, some of which may accompany educational opportunities Part 2A of Form ADV – Brochure Verde Capital Management, Inc. 20  Client Account Administration Benefits ● Software and other technology (and related technological training) that provide access to client account data (such as trade confirmations and account statements). Provide research, pricing information, and other market data, facilitate payment of VCMI’s fees from its clients’ accounts (if applicable). ● Facilitating trade execution (and allocation of aggregated trade orders for multiple client accounts if applicable). ● Assistance with back-office training and support functions, recordkeeping and client reporting. Business Development Benefits ● Professional, compliance, and legal consulting. Publications and conferences on practice management, information technology, business succession, regulatory compliance. ● Human capital consultants, insurance, and marketing. In addition, Schwab may make available, arrange and/or pay vendors for these types of services rendered to Verde Capital Management by independent third parties. Schwab may discount or waive fees it would otherwise charge for some of these services or pay all or a part of the fees of a third-party providing these services to Verde Capital Management. These benefits, whether paid directly to Verde or to a third-party on Verde’s behalf, constitute a conflict of interest because they create an incentive to solicit clients to Verde in order to maintain at least $10 million in assets under management with Schwab and to recommend Schwab for custody and brokerage services. Verde Capital Management is independently owned and operated and not affiliated with Schwab. As noted in Item 12, Verde Capital Management will receive additional benefits from Trade-PMR which includes electronic systems that assist in the management of Verde Capital Management client accounts, access to research, the ability to directly debit client fees, software and other technology that provide access to client account data (such as trade confirmations and account statements), facilitate trade execution (and allocation of aggregated trade orders for multiple client accounts), pricing information and other market data, assist with back-office functions, recordkeeping and client reporting. Verde Capital Management may recommend Sedera Health (plans include Sedera Access Plus and Sedera Select Plus), a medical cost sharing program, to some clients as an alternative to traditional health insurance. There is no direct link between Verde Capital Management and the advice it gives to its clients to become a Sedera Health Member, although Verde Capital Management receives economic 21 Verde Capital Management, Inc. Part 2A of Form ADV – Brochure  benefits when individuals, businesses, and/or employers, including Verde Capital Management clients, choose to sign up with Sedera Health under the Verde Capital Management affiliation program. Clients, individuals, businesses, and employers may choose to sign up with Sedera Health directly, and bypass the Verde Capital Management affiliation program. If direct participation with Sedera Health is used instead, Verde Capital Management will not receive an economic benefit due to a client, individual, business, or employer participating with Sedera Health. There is no change in price for either Sedera Access Plus or Sedera Select Plus if an individual, client, business, and/or employer chooses direct participation with Sedera Health over participation in the Verde Capital Management affiliation program. Verde Capital Management Investment and Service Advisors who refer an individual, client, business, or employer to Sedera Health, that then selects to participate with Sedera Health under the affiliation program, also receive an economic benefit. Verde Capital Management offers a fee discount to clients who are immediate family members of existing clients, including spouses, parents, children, and siblings. The discount may also apply to related household accounts managed under a unified investment plan. Eligibility and discount levels are determined at Verde’s discretion based on account size, household relationship, and overall relationship value. All clients have the opportunity to opt into the program and receive the same level of service regardless of whether a discount applies. Verde maintains an internal employee referral program under which firm personnel may receive a bonus (currently $100, no more than $1000 in any given 12 month period) for introducing a new client relationship. These bonuses are paid directly by the firm and are not charged to the client. No solicitor or third-party referral arrangements are used, and no one outside the firm receives referral-based compensation. All activities under this program comply with Advisers Act Rule 206(4)-3 (Cash Solicitation Rule) and related guidance, even though the compensation is internal and non-transactional in nature. ITEM 15: CUSTODY You will receive statements from the broker-dealer or other qualified custodian that holds and maintains your investment assets at least quarterly. We urge you to carefully review such statements and compare such official custodial records to the account statements that we may provide to you, as described in the “REVIEW OF ACCOUNTS” beginning on page 10. Our statements may vary from custodial statements based on accounting procedures, reporting dates, or valuation methodologies of certain securities. Part 2A of Form ADV – Brochure Verde Capital Management, Inc. 22  Custody is disclosed in Form ADV because Verde Capital Management has authority to transfer money from client account(s), which constitutes a standing letter of authorization (SLOA). Verde Capital Management also has custody for the purposes of maintaining client login credentials for limited held-away accounts not custodied through one of Verde’s qualified custodians (e.g. an employer sponsored retirement plan, or a health savings account). Verde also has custody for the purposes of direct fee deduction, and for Verde or a related person is a trustee or POA for a Verde Capital Management client. As of November 2021, we use a third party platform to facilitate management of the vast majority of held away assets such as defined contribution plan participant accounts, with discretion. The platform allows us to avoid being considered to have custody of Client funds since we do not have direct access to Client log-in credentials to affect trades. We are not affiliated with the platform in any way and receive no compensation from them for using their platform. A link will be provided to the Client allowing them to connect an account(s) to the platform. Once the Client account(s) is connected to the platform, Adviser will review the current account allocations. When deemed necessary, the Adviser will rebalance the account considering client investment goals and risk tolerance, and any change in allocations will consider current economic and market trends. The goal is to improve account performance over time, minimize loss during difficult markets, and manage internal fees that harm account performance. Client account(s) will be reviewed at least quarterly and allocation changes will be made as deemed necessary. ITEM 16: INVESTMENT DISCRETION We generally receive discretionary authority in writing from clients at the outset of an advisory relationship in the investment management agreement. If you choose to do so, discretionary authority grants us the ability to determine, without obtaining your specific consent, the securities to be bought or sold for your portfolio and the amount of securities to be bought or sold. As described in more detail in “ ADVISORY BUSINESS ” beginning on page , you may establish written investment guidelines and restrictions. In all cases, however, such discretion is to be exercised in a manner consistent with your stated investment objectives for the account and by considering the size of your account and your risk tolerance. When selecting securities and determining amounts, we observe any investment policies, limitations and restrictions you provide to us in writing. Also, you may sign an agreement with your custodian which generally includes a limited power of attorney granting us authority to direct and implement the investment and reinvestment of your assets within the account, but not direct the assets outside of the account. Part 2A of Form ADV – Brochure Verde Capital Management, Inc. 23  ITEM 17: VOTING CLIENT SECURITIES As a matter of firm policy and practice, we will not be responsible for responding to proxies that are solicited with respect to annual or special meetings of shareholders of securities held in your account. Proxy solicitation materials will be forwarded to you by your custodian for response and voting. ITEM 18: FINANCIAL INFORMATION As a registered investment adviser, we must provide you with certain financial information or disclosures about our financial condition if we have financial commitments that impair our ability to meet contractual and fiduciary commitments to you. We have not been the subject of a bankruptcy proceeding and do not have any financial commitments that would impair our ability to meet any contractual or fiduciary commitments to you. Part 2A of Form ADV – Brochure Verde Capital Management, Inc. 24 

Verde Capital Management, Inc. – Wrap Fee Brochure – 02/2026 WRAP FEE BROCHURE Verde Capital Management, Inc. 8031 Ortonville Road, Suite 210 Clarkston, MI 48348 (248) 528-1870 www.verdecm.com February 06, 2026 This wrap fee program brochure (this “Brochure”) provides information about the qualifications and business practices of Verde Capital Management, Inc. (referred to in this Brochure as “us,” “we,” “our” or the “firm”). If you have any questions about the contents of this Brochure, please contact us at (248) 528-1870. The information in this Brochure has not been approved or verified by the United States Securities and Exchange Commission (“SEC”) or by any state securities authority. We are a registered investment adviser. Registration of an adviser does not imply any level of skill or training. Additional information about us also is available on the SEC’s website at www.adviserinfo.sec.gov .  Verde Capital Management, Inc. – Wrap Fee Brochure – 02/2026 ITEM 2: MATERIAL UPDATES This section of our brochure discusses material updates made to our wrap-fee program since our last brochure update. Our last brochure update was February 06, 2026 . Since then, we have made the following material updates to our wrap-fee program: we have updated our pricing structure. We have added additional information regarding derivative transactions and securities backed lending. We have also updated information regarding referral programs. . Please review the information in this brochure carefully before investing. ● Verde Capital Management has updated its fee billing practices regarding investment strategies involving the use of margin in item 4.  Verde Capital Management, Inc. – Wrap Fee Brochure – 02/2026 ITEM 3: TABLE OF CONTENTS COVER PAGE................................................................................................................................. i ITEM 2: MATERIAL UPDATES 2 ITEM 3: TABLE OF CONTENTS 3 ITEM 4: SERVICES, FEES AND COMPENSATION 1 ITEM 5: ACCOUNT REQUIREMENTS AND TYPES OF CLIENTS 4 ITEM 6: PORTFOLIO MANAGER SELECTION AND EVALUATION 4 ITEM 7: CLIENT INFORMATION PROVIDED TO PORTFOLIO MANAGERS 9 ITEM 8: CLIENT CONTACT WITH PORTFOLIO MANAGERS 9 ITEM 9: ADDITIONAL INFORMATION 9  Verde Capital Management, Inc. – Wrap Fee Brochure – 02/2026 ITEM 4: SERVICES, FEES AND COMPENSATION Our Services A wrap fee program is an investment program where you would pay us, as the sponsor of the program, a single fee which covers the costs of investment management, brokerage, custody and other services provided under the program. Additional information regarding our firm, program fees, and minimum account requirements are described in more detail below. Prior to engaging us to provide our services you will be required to enter into an investment advisory agreement with us setting forth the terms and conditions under which we will provide our services. We will obtain information from you about your financial situation, investment objectives and risk tolerance, by meeting with you and providing you with a questionnaire or using another method designed to obtain your relevant financial information. Generally, we will prepare a financial plan for you based upon an analysis of the documents and information you provide us. We will rely on the information you or your attorney, accountant or other professional provides to us and will not verify this information when preparing our recommendations. After analyzing your individual circumstances, objectives and risk profile, we present our recommendations to you. We implement our recommendations and investment management services through our wrap fee program. We emphasize continuous personal client contact and interaction in providing discretionary investment supervisory services. We may also recommend that you work with other professionals, such as attorneys or accountants, or utilize various financial products, such as insurance or securities, to implement our recommendations and to obtain your financial goals. You will be responsible for any fees associated with the services provided by other professionals. We do not charge a separate fee for the financial planning. We provide our investment advice on a discretionary basis. Based upon your individual investment objectives, financial situation, and risk tolerance, we will recommend an initial portfolio allocation. As your financial situation, goals, objectives, or needs change, you must notify us promptly. In addition, you will have the opportunity to place reasonable restrictions on the types of investments held in your portfolio. Wrap Fee Brochure 1 Verde Capital Management, Inc.  Verde Capital Management, Inc. – Wrap Fee Brochure – 02/2026 Our Fees Our standard program fee is as follows: Asset Level Annual Fee $0-1,000,000 1.5% $1,000,001-2,500,000 1.4% $2,500,001-5,000,000 1.1% $5,000,001-10,000,000 0.8% $10,000,001+ 0.60% The Advisor’s fee payable under the Assets Under Management Payment Schedule is the percentage of the market value of the Assets under Advisor’s management. Advisor charges its fee monthly, in arrears, based upon the average daily Account balance as valued by the custodian. The average daily Account balance is calculated by taking the average of each day’s ending market value for the number of days in the billing period. Advisor calculates the standard annual fee by applying the above fee schedule to the average daily Account balance for the period and then dividing it by 12 to determine the monthly fee. If a portion of Client's Account is invested in an alternative investment, such as a real estate investment trust (also known as a REIT), the alternative investment is valued at the cost as reported by the custodian of the alternative investment to the Advisor. For accounts that utilize margin or securities-backed lines of credit (“SBLs”), our advisory fee is calculated based on the gross market value of all assets in the account, including assets purchased using borrowed funds. The account’s market value is determined by the custodian and may reflect securities bought partially or entirely with margin proceeds or funds advanced under an SBL facility. This method of billing creates a conflict of interest. When a client uses margin or an SBL, the total asset value in the account increases, which may increase the advisory fee we receive. As a result, we have an incentive to recommend or maintain the use of margin or SBLs. We mitigate this conflict by: ● assessing suitability before recommending the use of margin or SBLs; ● providing clients with written disclosures of risks and costs; Wrap Fee Brochure 2 Verde Capital Management, Inc.  Verde Capital Management, Inc. – Wrap Fee Brochure – 02/2026 ● requiring written acknowledgment from clients before activating margin or SBL borrowing; and ● reviewing margin and SBL usage periodically as part of our compliance program. Clients are responsible for all borrowing costs, including interest charged by the custodian or lender, and should carefully consider the additional risk associated with the use of leverage. Market declines may increase the likelihood of a margin call or forced liquidation, and clients may lose more than the amount originally invested. The percentage fee payable under the Assets under Management Payment Schedule corresponds only to those assets in that specific bracket. To illustrate, if Client deposits $2,500,000 to its Account, 1.5% will be charged to the first $1,000,000 (or, $15,000) and 1.4% will be charged on the remaining $1,500,000 (or, $21,000), for a total fee of $36,000. In some cases, and only when agreed upon in advance, we may absorb your termination fees when your account is being transitioned to us for management from another firm. We may, in our sole discretion, negotiate our fee based upon certain criteria (i.e., anticipated future additional assets to be managed and/or the addition of financial planning services paid for separately. Cash Reserve Account Fees Our annual fee for continuous and regular investment advice for clients with assets invested in cash reserve accounts, which are separate accounts invested in money market funds, municipal bonds, treasury bonds, corporate bonds, commercial paper and government sanctioned enterprise debits is 0.5% of the assets held in the cash reserve account. Direct Billing to Your Custodian You may elect to be billed directly for our fees or you may authorize us to debit our fees from your accounts. Generally, our clients authorize us under our investment advisory agreement to deduct our fees directly from their account. If Wrap Fee Brochure 3 Verde Capital Management, Inc.  Verde Capital Management, Inc. – Wrap Fee Brochure – 02/2026 you choose, in the investment advisory agreement, you may authorize us and instruct your custodian, to bill your 401(k) participant account for advisory services directly from a non-qualified account under our management. If you provide us such authorization, the custodian’s periodic statements will show each fee deduction from your account. You may withdraw this authorization for direct billing of these fees at any time by notifying your custodian or us in writing. Your custodian will not determine whether our fee is accurate or properly calculated. You are responsible for verifying the accuracy of the calculation of the management fee. Fee Comparison Our fee includes such services as investment management (ETF analysis and market analysis), execution of securities, the custodian’s monthly reports, account servicing, and continuous account management. Participation in our program may cost you more or less than purchasing these services separately. The portfolio size and amount, number of transactions made in your account, as well as the commissions charged for each transaction, will determine the relative cost of our program versus paying for executions on a per transaction basis and paying a separate fee for advisory services. You may be able to receive services similar to those offered through our program from other investment advisers either separately or as part of a similar wrap fee program. These services or programs may cost more or less than our program, depending on the fees charged by the other service providers. Because we absorb all of the transaction costs in our program, we have a financial incentive to infrequently trade our program client accounts because infrequent trades will increase our net fee. To mitigate this conflict of interest in our program, we monitor trading frequency. Advisory accounts with ongoing asset-based fees are best suited for actively traded accounts. If an account does not have enough trading to justify the ongoing fee, we will recommend that you no longer participate in the program. Infrequently traded accounts can benefit from a commission-based brokerage account because you are only charged when a transaction occurs rather than an ongoing and consistent management fee. If you don’t participate in our program, you may direct your brokerage to another unaffiliated broker-dealer. Although investment advisers may allow clients to direct their transactions to their own preferred broker-dealer, this is generally not done with wrap fee programs. Wrap Fee Brochure 4 Verde Capital Management, Inc.  Verde Capital Management, Inc. – Wrap Fee Brochure – 02/2026 Other Fee and Charges The mutual funds and ETFs that we typically use charge their shareholders various advisory fees and expenses associated with the establishment and operation of the funds. These fees will generally include a management fee, shareholder servicing, other fund expenses, and sometimes a distribution fee. We generally use a combination of no-load retail and institutional class mutual funds that may or may not have transaction fees. When selecting a fund, we will consider a variety of factors including its expense ratio and other factors that may vary depending on the client’s objectives. Based upon these and other considerations, in some instances we may choose a no transaction fee (“NTF” or no-load) share class having higher ongoing fund expenses (which reduces the return of the fund) over an institutional share class that imposes transaction fees but has a lower on-going fund expense ratio. In a wrap fee program we pay the transaction fees. By choosing NTFs, we reduce the transaction fees we pay and, thus, increase our profitability and your expense. Increasing your expenses lowers your investment return. Therefore, this is a conflict of interest. We mitigate this conflict by selecting share classes based on available fund information and your circumstances, and choosing the mutual fund share class that is in your best interest. It is possible that circumstances may change for reasons beyond our control, including your changing investment objectives, financial needs, or time horizon. Each fund’s current prospectus discloses these fund’s fees and expenses, which are assessed separately from Verde’s fees. A copy of the prospectus is available from the fund. In addition to our fee, you may incur other fees and charges not directly related to the execution and clearing of transactions imposed by third-parties, including, but are not limited to, fees charged by your custodian, fees for trades executed away from your custodian, transfer taxes, wire transfer and electronic fund fees, check writing fees, custodial termination fees, and other fees and taxes on brokerage accounts and securities transactions. We do not receive any compensation from these fees or commissions. Termination You may terminate our agreement at any time by giving us five (5) days written notice; we may terminate our agreement by providing you with five (5) days written notice. Upon termination, we prorate the fee through the date of termination Wrap Fee Brochure 5 Verde Capital Management, Inc.  Verde Capital Management, Inc. – Wrap Fee Brochure – 02/2026 and charge you any remaining balance, as appropriate. You are responsible for any cost incurred in transferring your assets from our program to a different custodial account. After our agreement is terminated, we have no further duties or obligations to you under our agreement. ITEM 5: ACCOUNT REQUIREMENTS AND TYPES OF CLIENTS Account Requirements We do not impose any conditions for starting or maintaining an investment management account, such as a minimum annual fee or account balance. As noted above, wrap-fee programs charging ongoing management fees are designed to accommodate accounts with moderate to high trading frequency. We will monitor your account and if trading activity does not support or warrant the ongoing management fee charged for participating in Verde’s program, we will request that your account move to a more cost-favorable account. Types of Clients We provide investment management services to individuals, high net worth individuals, trusts, estates, charitable institutions, corporations and other business entities. ITEM 6: PORTFOLIO MANAGER SELECTION AND EVALUATION Advisory Business We are the portfolio manager for all accounts in our program. We provide investment advice to qualified plans and retirement plan participants outside of our program. For additional information regarding these services, and our fees, contact Carl Szasz, our President and Chief Compliance Officer, at (248) 528-1870 or carlszasz@verdecm.com to receive a copy of Part 2A of our Form ADV. Performance-Based Fees and Side-By-Side Management We do not charge any performance-based fees (fees based on a share of capital gains on or capital appreciation of your assets). Wrap Fee Brochure 6 Verde Capital Management, Inc.  Verde Capital Management, Inc. – Wrap Fee Brochure – 02/2026 Side-by-side management occurs when an investment adviser manages both performance-based fee accounts and non-performance-based fee accounts at the same time. Side-by-side management can result in conflicts of interest because there is an incentive to direct clients to performance-based fee accounts because the firm will, most likely, receive increased compensation. However, because Verde does not charge performance-based fees, we do not engage in side-by-side management and have no conflicts of interest relevant to side-by-side management. Methods of Analysis, Investment Strategies and Risk of Loss Methods of Analysis We utilize fundamental analysis to evaluate investments. Fundamental analysis is a technique that attempts to determine a security’s value by focusing on the economic well-being of a financial entity as opposed to only its price movements. When conducting fundamental analysis, we will review a company’s financial statements and consider factors including, but not limited to, whether the company’s revenue is growing, if the company is profitable, if the company is in a strong enough position to beat its competitors in the future, and if the company is able to repay its debts. Because it can take a long time for a company’s value to be reflected in the market, the risk associated with this method of analysis is that a gain is not realized until the stock’s market price rises to the company’s true value. The valuation method is a technique used to calculate a theoretical value for a security in order to estimate potential future market prices. When utilizing the valuation method, we will review such things as a security’s earnings per share, price to earnings and growth rate. We also utilize technical analysis to evaluate potential investments. Unlike fundamental analysis, technical analysis does not analyze the company’s value, but instead analyzes the stock’s price movement in the market. Charting is a form of technical analysis in which the various technical factors are diagrammed in order to illustrate patterns. Technical analysis studies the supply and demand in the market in an attempt to determine what direction, or trend, will continue in the future. However, there are risks involved with this method, including the risk that the trends will change unpredictably, which is why we use a combination of methods and obtain information from a variety of sources. Wrap Fee Brochure 7 Verde Capital Management, Inc.  Verde Capital Management, Inc. – Wrap Fee Brochure – 02/2026 We obtain information from a number of sources, both public and by purchase, including research materials prepared by third-parties, corporate rating services, annual reports, prospectuses and filings with the SEC and company press releases. We believe these resources are reliable and regularly depend on them when making our investment decisions; however, we are not responsible for the accuracy or completeness of this information. Investment Strategies We use a variety of investment strategies depending on your circumstances, financial objectives and needs. We may recommend implementing one or more of the following investment strategies: long-term purchases (held at least a year), short term purchases (held less than a year), trading (held less than 30 days), margin transactions (purchase of a security on credit extended by a securities company), and option writing (selling an option) or a combination of these strategies to help you meet your investment objectives. Long-Term Purchases – The Long-Term assumption is that financial market values will increase over time (at least a year) and this may not happen. There is also the risk that the segment of the market you are invested in (or perhaps just your particular investment) will decrease over time even if overall stock market values increase. In addition, purchasing investments long-term may create an opportunity cost, “locking-up” assets that you may be better off using elsewhere. Short-Term Purchases and Trading – Securities are purchased with the idea of selling them very quickly (typically within 30 days or less). This is done in an attempt to take advantage of predictions of brief price swings. The Short-Term strategy may produce higher gains however, the risk may be greater. Deciding to use or not use short-term investments must be made in terms of the level of risk and the projected time frame for meeting your goals. In addition, securities held less than one year before selling are classified by the IRS as a short-term capital gains and the profit is taxed as ordinary income. Short sales – Short selling is the selling of a security that the seller does not own based on the assumption that the seller will be able to buy the stock at a lower amount than the price at which the seller sold short. Managers use short positions to reduce the risk of long positions purchased with money borrowed on margin. If correct and the stock price has gone down since the shares were borrowed from the Wrap Fee Brochure 8 Verde Capital Management, Inc.  Verde Capital Management, Inc. – Wrap Fee Brochure – 02/2026 original owner, the client account realizes the profit. As stock prices increase, short seller losses also increase as short sellers rush to buy the stock to cover their positions. This increase in demand, in turn, further drives the prices up, increasing losses. Clients shorting stock as an investment strategy should understand the risks, including potentially limitless losses. When you take a long position in a stock (as described above), your downside is limited to 100% of the money you invested. But when you short a stock, its price can keep rising which, in theory, means there’s no upper limit to the amount you would have to pay to replace the borrowed shares. There are strategies to try and mitigate losses, but there is no guaranteed solution. It is important that you understand the risks associated with short selling and be willing to bear the risks before investing in this strategy. Margin transactions – Stocks may be purchased for client portfolios with money borrowed from the broker. This allows the investor to purchase more stock than they would be able to with their available cash, and allows the purchase of stock without selling other holdings. A risk in margin trading is that, in volatile markets, securities prices can fall very quickly. If the value of the securities in your account minus what you owe the broker falls below a certain level, the broker will issue a “margin call”, and you will be required to sell your position in the security purchased on margin or add more cash to the account. In some circumstances, you may lose more money than you originally invested. You should understand the following risks before agreeing to a margin account or margin transactions: ● You can lose more money than you have invested; ● You may have to deposit additional cash or securities in your account on short notice to cover market losses; ● You may be forced to sell some or all of your securities when falling stock prices reduce the value of your securities; ● Your brokerage firm may sell some or all of your securities without consulting you to pay off your margin loan; ● You are not entitled to choose which securities your brokerage firm sells in your accounts to cover your margin loan; ● Your brokerage firm can increase its margin requirements at any time and is not required to provide you with advance notice; and ● You are not entitled to an extension of time on a margin call. Wrap Fee Brochure 9 Verde Capital Management, Inc.  Verde Capital Management, Inc. – Wrap Fee Brochure – 02/2026 Securities backed lending. Verde may, when appropriate, assist clients in arranging securities-backed lines of credit through qualified custodians or third-party lenders. These facilities provide liquidity by using portfolio assets as collateral. Verde does not act as a lender or receive compensation from lending institutions. Clients are responsible for understanding the terms and potential implications of such borrowing. Option writing. Verde may employ option strategies, including writing (selling) call or put options, to generate income, manage risk, or adjust portfolio exposure. In certain cases, Verde may implement structured or “synthetic” option combinations—such as box spreads or similar offsetting positions—to manage interest-rate exposure or lock in defined outcomes within client accounts. These strategies are used only when consistent with a client’s investment objectives and financial profile. While such positions are designed to achieve specific economic results, they are subject to market, liquidity, and execution risks, and may not perform as intended. We may recommend implementing these strategies using mutual funds (held directly or held within variable annuities or life insurance products), exchange traded funds and other types of investments. We often recommend mutual funds of different kinds to promote portfolio diversification within various asset classes, such as industry sectors, domestic/international, or equities/bonds. We may recommend periodic purchases, sales, and exchanges of those mutual fund shares within mutual fund families and between different mutual fund families when there are changes in your needs, market conditions, or economic developments. Types of Investments and Risk of Loss We offer advice about a wide variety of investment types, including mutual funds, index funds, exchange traded funds (“ETFs”), international securities and variable annuities, each having different types and levels of risk. We will discuss these risks with you in determining the investment objectives that will guide our investment advice for your account. We will explain and answer any questions you have about these kinds of investments, which present special considerations such as the following. Investing in securities involves risk of loss that you should be prepared to bear. Obtaining higher rates of return on investments typically entails accepting higher Wrap Fee Brochure 10 Verde Capital Management, Inc.  Verde Capital Management, Inc. – Wrap Fee Brochure – 02/2026 levels of risk. We work with you to attempt to identify the balance of risks and rewards that is appropriate and comfortable for you. However, it is still your responsibility to ask questions if you do not fully understand the risks associated with any investment or investment strategy. While we cannot foresee all potential risks, and many more exist than listed below, these are the most common risks investors face: Interest-rate Risk : Fluctuations in interest rates may cause investment prices to fluctuate. For example, when interest rates rise, yields on existing bonds become less attractive, causing their market values to decline. Market Risk : The price of a security, bond, ETF, or mutual fund may drop in reaction to market events or other factors. This type of risk is caused by external factors independent of a security's particular individual circumstances. For example, political, economic and social conditions may trigger market events. Inflation Risk : When inflation is present, a dollar today will not buy as much as a dollar in the future, because purchasing power is eroding at the rate of inflation. Your investment may lose value if it is not keeping pace with inflation. Currency Risk : Overseas investments are subject to fluctuations in the value of the dollar relative to the currency of the investment's home country. This is also referred to as exchange rate risk. International Risk : International investments may involve risk of capital loss from unfavorable fluctuations in currency exchange rates, differences in generally accepted accounting principles, or economic or political instability in other nations. Reinvestment Risk : The risk that proceeds from maturing investments may have to be reinvested at a potentially lower rate of return (i.e. interest rate). This primarily affects fixed income securities. Financial Risk : Excessive borrowing to finance a business' operations increases the risks to profitability, because the company must meet the terms of its debt obligations in good times and bad. The inability to meet debt obligations, in severe economic downturns, may result in declining market value of the company’s debt and equity securities or possibly even bankruptcy. Wrap Fee Brochure 11 Verde Capital Management, Inc.  Verde Capital Management, Inc. – Wrap Fee Brochure – 02/2026 Securities-backed lending risk: Borrowing against securities may increase liquidity but also introduces the risk of margin calls and forced liquidation if collateral values fall. Declines in account value can reduce or eliminate available credit, and pledged assets may be sold without prior notice. Margin transaction risk: Margin borrowing magnifies both gains and losses. A market downturn can quickly erode equity in a margined account, requiring additional funds or the liquidation of positions. Interest costs further reduce returns and can compound losses. Option and synthetic strategy risk: spreads and other structured combinations can involve significant leverage and may lose value rapidly if market conditions move unexpectedly. These instruments may carry liquidity and counterparty risks, and losses can exceed the amount initially invested. The previously mentioned risks will vary for each type of investment; therefore, we will diversify your account in an attempt to mitigate those risks. Nevertheless, diversification alone cannot eliminate the possibility of significant price declines. We will work with you to attempt to identify the balance of risk and reward that is appropriate and comfortable for you. However, it is still your responsibility to ask questions if you do not fully understand the risks associated with any investment or investment strategy. Also, while we strive to render our best judgment on your behalf, many economic and market variables beyond our control can affect the performance of your investments and we cannot assure you that your investments will be profitable or assure you that no losses will occur in your investment portfolio. Past performance is one relatively important consideration with respect to any investment or investment advisor, but it is not a predictor of future performance. Mutual Funds, Index Funds and Exchange-Traded Funds Exchange traded products are types of securities that derive their value from a basket of securities such as stocks, bonds, commodities or indices and trade on exchanges during the day like individual stocks, while traditional mutual funds are priced once a day at the close. The value of our portfolio will fluctuate with the value of the underlying securities. ETFs trade like a stock, and there will be brokerage Wrap Fee Brochure 12 Verde Capital Management, Inc.  Verde Capital Management, Inc. – Wrap Fee Brochure – 02/2026 commissions associated with the buying and selling of the ETFs unless trading occurs in a wrap fee program. ETFs are not mutual funds. Some differences between ETFs and mutual funds include: ● Because of differences in distribution and often lower transaction costs, total operating expense ratios for ETFs often have been historically less than those for corresponding mutual funds. ● Many ETFs will disclose to the public their holdings every day, in addition to the quarterly disclosure required for all mutual funds. ● ETFs can be more tax efficient than mutual funds because ETF shares generally are redeemable “in-kind.” This means that an ETF may deliver specified portfolio securities to Authorized Participants who are redeeming Creation Units instead of selling portfolio securities to meet redemption demands, which could otherwise result in taxable gains to the ETF. Typically, such taxable gains (if not otherwise offset by the ETF) would be passed through to the retail investor. Very generally, the federal income tax consequences of investing in ETFs and mutual funds are comparable. However, the SEC does not provide tax advice, and information about the federal income tax consequences to the retail investor of specific investments is beyond the scope of this bulletin. For questions regarding the tax implications of investments in specific ETFs and their consequences with respect to your unique situation, please consult your tax adviser. For additional information describing ETFs, please see the SEC’s Investor Alert, Investor Bulletin: Exchange-Traded Funds (ETFs) . And for more information about the federal income tax consequences of registered investment companies generally, please see the SEC publication entitled “ Mutual Funds: A Guide for Investors .” Mutual funds and ETFs that we typically use charge their shareholders various advisory fees and expenses associated with the establishment and operation of the funds. These fees will generally include a management fee, shareholder servicing, other fund expenses, and sometimes a distribution fee. If the fund also imposes sales charges, you will pay an initial or deferred sales charge . We generally use a Wrap Fee Brochure 13 Verde Capital Management, Inc.  Verde Capital Management, Inc. – Wrap Fee Brochure – 02/2026 combination of no-load retail and institutional class mutual funds that may or may not have transaction fees. When selecting a fund, we will consider a variety of factors including its expense ratio and other factors that may vary depending on the client. Based upon these and other considerations, in some instances we may choose a no transaction fee (“NTF” or no-load) share class having higher on-going fund expenses (which reduce the return of the fund) over an institutional share class that imposes transaction fees but has a lower ongoing fund expense ratio. Our share class selections are based upon then available information and circumstances, which may later turn out differently for many reasons beyond our control, including your changing investment objectives, financial needs, or time horizon. These separate fees and expenses are disclosed in each fund’s current prospectus, which is available from the fund or we can provide it to you upon request. Consequently, for any type of fund investment, it is important for you to understand that you are directly and indirectly paying two levels of advisory fees and expenses: one layer of fees at the fund level and one layer of advisory fees and expenses to us. Generally speaking, most mutual funds may be purchased directly, without using our services and without incurring our advisory fees. Voting Client Securities As a matter of firm policy and practice, we will not be responsible for responding to proxies that are solicited with respect to annual or special meetings of shareholders of securities held in your account. Proxy solicitation materials will be forwarded to you by your custodian for response and voting. ITEM 7: CLIENT INFORMATION PROVIDED TO PORTFOLIO MANAGERS We are the sponsor and the portfolio manager of the wrap fee program. You should notify us promptly if your financial situation or investment objectives change. You may contact us at (248) 528-1870. ITEM 8: CLIENT CONTACT WITH PORTFOLIO MANAGERS As a portfolio manager of a wrap fee program, we must inform you if there are any restrictions placed on your ability to contact us. You may contact us at (248) Wrap Fee Brochure 14 Verde Capital Management, Inc.  Verde Capital Management, Inc. – Wrap Fee Brochure – 02/2026 528-1870. Our normal business hours are 9:00 a.m. to 5:00 p.m. Monday through Friday. ITEM 9: ADDITIONAL INFORMATION Disciplinary Information As a registered investment adviser, we must inform you of all material facts regarding any legal or disciplinary events that would be material to your evaluation of our firm or the integrity of our management. We have no legal or disciplinary events to disclose. Our firm receives economic benefit from both of our custodians, TradePMR and Schwab, in the form of the support products and services made available to our firm and other independent investment advisors that have their clients maintain accounts at either TradePMR and/or Schwab. These products and services, how they benefit out firm, and the related conflicts of interest are described in our Firm brochure (see Item 14 – Client Referrals and Other Compensation) and discussed below under Item 9 – Client Referrals and Compensation. The availability of TradePMR’s and Schwab’s products and services is not based on our firm giving particular investment advice, such as buying particular securities for our clients. Other Financial Industry Activities and Affiliations As a registered investment adviser, we must disclose information regarding our business activities, other than giving investment advice, our other activities in the financial industry, and any arrangements with related persons that are material to our advisory business or clients. We are also required to disclose if we receive cash or other economic benefits from a third-party in connection with advising our clients. Mr. Carl Szasz is the owner of Verde Real Estate, LLC, which solely owns a commercial office building in Clarkston, MI. As part of her duties to support Mr. Szasz, Ms. Holly Kamm performs general operational tasks and occasionally processes rent payments for tenants. Mr. Szasz may offer existing clients advice or products from those activities, or tenants of Verde Real Estate, LLC, may become clients of Verde Capital Management, Inc. Therefore, a potential conflict of interest exists when we recommend that you rent office space in the building owned and managed by Verde Real Estate, LLC. To mitigate any conflict of interest, we do not require you or any client to rent office space through Verde Real Estate, LLC, or that Wrap Fee Brochure 15 Verde Capital Management, Inc.  Verde Capital Management, Inc. – Wrap Fee Brochure – 02/2026 tenants or employees of tenants become clients of Verde Capital Management, Inc. You are free to rent office space where you deem fit, and which best suits your needs and budget. Mr. Szasz, Mr. Smart, Ms. Lundberg, and Mr. Yarosh are also certified by Sedera Health to act as affiliate sales representatives under Verde Capital Management, Inc., an affiliated organization with Sedera Health, to sell membership plans under Sedera Access+ and Sedera Select+ to individuals, families, organizations, and employers. Therefore, a potential conflict of interest exists when we recommend that you select to use Sedera Health’s individual/family/employer plans in lieu of traditional health insurance products as part of our financial planning advice. To mitigate any conflict of interest, we do not require you to select to become a member of Sedera Health, and you are free to select the health care tools (member cost sharing or traditional health insurance) directly or from an unaffiliated insurance agent. Code of Ethics, Participation or Interest in Client Transactions and Personal Trading We have adopted a Code of Ethics (the “Code”) describing the standards of business conduct we expect all officers, directors, employees, and advisory representatives to follow. The Code also describes certain reporting requirements with which particular individuals associated with or employed by us must comply. We will provide a copy of the Code to you upon request. Our principals and representatives will often own the same securities we recommend to you or our other clients. Generally, these securities will be shares of open ended mutual funds or stocks and bonds actively traded on a national securities exchange or market where the time and size of their purchases or sales will not affect transactions for you or our other clients. If we do recommend the purchase or sale of a thinly traded security to you, we will ensure that our principals’ and representatives’ transactions do not adversely affect you nor improperly benefit them, typically by completing our principals’ and representatives’ transactions after all your and other client transactions have been made. Orders for your account and our own accounts may sometimes be aggregated or “batched” into one large order. If we aggregate an order for securities transactions, it will be on a portfolio basis such that all accounts invested in accordance with the same portfolio will be traded in a block trade. Aggregated orders may achieve better execution for all participating accounts and those benefits will be fairly allocated among all participating Wrap Fee Brochure 16 Verde Capital Management, Inc.  Verde Capital Management, Inc. – Wrap Fee Brochure – 02/2026 accounts. Each account that participates in an aggregated order will participate at the average share price for all transactions ordered by us in that security on a given business day. You may request a copy of our Code by contacting our President, Carl Szasz at (248) 528-1870 or carlszasz@verdecm.com . Review of Accounts The frequency and triggering factors for internal account reviews depend upon the services we provide to you. We are available to meet with you on a quarterly basis to review your account. Our advisory representatives share responsibility for these reviews. Generally, we review portfolios in our wrap fee program on a quarterly basis. We will rebalance your account taking into consideration market conditions as well as your goals and objectives. We will provide investment reports and research papers to you during our meetings. Unless otherwise agreed upon, you will receive electronically, at least quarterly, account statements from your custodian, which will reflect account balances, transactions and our advisory fees. You must contact us when a real or potential change in your financial condition occurs so we can review the portfolio along with your new information to ensure the investment strategies continue to be appropriate. Client Referrals and Compensation Charles Schwab & Co., Inc Advisor Services Charles Schwab & Co., Inc. Advisor Services ("Schwab”) provides Verde Capital Management with access to Schwab’s institutional trading and custody services, which are typically not available to Schwab’s retail investors. These services generally are available to independent investment advisers on an unsolicited basis, at no charge to the investment adviser as long as a total of at least $10 million of the investment adviser’s assets under management are maintained in accounts at Schwab. Schwab includes brokerage services that are related to the execution of securities transactions, custody, research, including that in the form of advice, analyses and reports, and access to mutual funds and other investments that are otherwise generally available only to institutional investors or would require a Wrap Fee Brochure 17 Verde Capital Management, Inc.  Verde Capital Management, Inc. – Wrap Fee Brochure – 02/2026 significantly higher minimum initial investment. For Verde Capital Management client accounts maintained in its custody, Schwab generally does not charge separately for custody services but is compensated by account holders through commissions or other transaction-related or asset-based fees for securities trades that are executed through Schwab or that settle into Schwab accounts. Schwab also makes available to Verde Capital Management other products and services that benefit Verde Capital Management but may not benefit its clients’ accounts. These benefits may include: Entertainment Benefits ● National, regional or Verde Capital Management specific educational events organized and/or sponsored by Charles Schwab & Co., Inc. Advisor Services. ● Occasional business entertainment of personnel of Verde Capital Management, including meals, invitations to sporting events, including golf tournaments, and other forms of entertainment, some of which may accompany educational opportunities Client Account Administration Benefits ● Software and other technology (and related technological training) that provide access to client account data (such as trade confirmations and account statements). Provide research, pricing information, and other market data, facilitate payment of VCMI’s fees from its clients’ accounts (if applicable). ● Facilitating trade execution (and allocation of aggregated trade orders for multiple client accounts if applicable). ● Assistance with back-office training and support functions, recordkeeping and client reporting. Business Development Benefits ● Professional, compliance, and legal consulting. Publications and conferences on practice management, information technology, business succession, regulatory compliance. Wrap Fee Brochure 18 Verde Capital Management, Inc.  Verde Capital Management, Inc. – Wrap Fee Brochure – 02/2026 ● Human capital consultants, insurance, and marketing. In addition, Schwab may make available, arrange and/or pay vendors for these types of services rendered to Verde Capital Management by independent third parties. Schwab may discount or waive fees it would otherwise charge for some of these services or pay all or a part of the fees of a third-party providing these services to Verde Capital Management. These benefits, whether paid directly to Verde or to a third-party on Verde’s behalf, constitute a conflict of interest because they create an incentive to solicit clients to Verde in order to maintain at least $10 million in assets under management with Schwab and to recommend Schwab for custody and brokerage services. Verde Capital Management is independently owned and operated and not affiliated with Schwab. Verde Capital Management will receive additional benefits from Trade-PMR which includes electronic systems that assist in the management of Verde Capital Management client accounts, access to research, the ability to directly debit client fees, software and other technology that provide access to client account data (such as trade confirmations and account statements), facilitate trade execution (and allocation of aggregated trade orders for multiple client accounts), pricing information and other market data, assist with back-office functions, recordkeeping and client reporting. Verde Capital Management may recommend Sedera Health (plans include Sedera Access Plus and Sedera Select Plus), a medical cost sharing program, to some clients as an alternative to traditional health insurance. There is no direct link between Verde Capital Management and the advice it gives to its clients to become a Sedera Health Member, although Verde Capital Management receives economic benefits when individuals, businesses, and/or employers, including Verde Capital Management clients, choose to sign up with Sedera Health under the Verde Capital Management affiliation program. Clients, individuals, businesses, and employers may choose to sign up with Sedera Health directly, and bypass the Verde Capital Management affiliation program. If direct participation with Sedera Health is used instead, Verde Capital Management will not receive an economic benefit due to a client, individual, business, or employer participating with Sedera Health. There is no change in price for either Sedera Access Plus or Sedera Select Plus if an individual, client, business, and/or employer chooses direct participation with Sedera Health over participation in the Verde Capital Management affiliation program. Verde Wrap Fee Brochure 19 Verde Capital Management, Inc.  Verde Capital Management, Inc. – Wrap Fee Brochure – 02/2026 Capital Management Investment and Service Advisors who refer an individual, client, business, or employer to Sedera Health, that then selects to participate with Sedera Health under the affiliation program, also receive an economic benefit. Verde Capital Management offers a fee discount to clients who are immediate family members of existing clients, including spouses, parents, children, and siblings. The discount may also apply to related household accounts managed under a unified investment plan. Eligibility and discount levels are determined at Verde’s discretion based on account size, household relationship, and overall relationship value. All clients have the opportunity to opt into the program and receive the same level of service regardless of whether a discount applies. Verde maintains an internal employee referral program under which firm personnel may receive a bonus (currently $100, no more than $1000 in any given 12 month period) for introducing a new client relationship. These bonuses are paid directly by the firm and are not charged to the client. No solicitor or third-party referral arrangements are used, and no one outside the firm receives referral-based compensation. All activities under this program comply with Advisers Act Rule 206(4)-3 (Cash Solicitation Rule) and related guidance, even though the compensation is internal and non-transactional in nature. Financial Information As a registered investment adviser, we must provide you with certain financial information or disclosures about our financial condition if we have financial commitments that impair our ability to meet contractual and fiduciary commitments to you. We have not been the subject of a bankruptcy proceeding and do not have any financial commitments that would impair our ability to meet any contractual or fiduciary commitments to you. Wrap Fee Brochure 20 Verde Capital Management, Inc.