VERMILLION WEALTH MANAGEMENT INC.

F O R M A D V P A R T 2 A D I S C L O S U R E B R O C H U R E Vermillion Wealth Management Inc. Address: 15040 Canada Ave. W Rosemount, MN 55068 Tel: 651-480-4601 Fax: 651-423-9213 jimpoepl@vermwealth.com J A N U A R Y 3 0 , 2 0 2 6 This brochure provides information about the qualifications and business practices of Vermillion Wealth Management Inc. Being registered as a registered investment adviser does not imply a certain level of skill or training. If you have any questions about the contents of this brochure, please contact us at 651-480-4601 or jimpoepl@vermwealth.com The information in this brochure has not been approved or verified by the United States Securities and Exchange Commission, or by any state securities authority. Additional information about Vermillion Wealth Management Inc. (IARD#281978) is available on the SEC’s website at www.adviserinfo.sec.gov i Vermillion Wealth Management Inc.  Item 2: Material Changes Annual Update The Material Changes section of this brochure will be updated annually or when material changes occur since the previous release of the Firm Brochure. Material Changes since the Last Update Since the last filing of this brochure on August 22, 2025, the following changes have been made: • Item 4 has been updated to reflect the asset under management calculation. Full Brochure Available This Firm Brochure being delivered is the complete brochure for the Firm. ii Vermillion Wealth Management Inc.  Item 3: Table of Contents Form ADV – Part 2A – Firm Brochure Item 1: Cover Page Item 2: Material Changes .................................................................................................................... ii Annual Update ................................................................................................................................................................... ii Material Changes since the Last Update.................................................................................................................. ii Full Brochure Available .................................................................................................................................................. ii Item 4: Advisory Business .................................................................................................................. 1 Firm Description ............................................................................................................................................................... 1 Types of Advisory Services ........................................................................................................................................... 1 Client Tailored Services and Client Imposed Restrictions ............................................................................... 3 Wrap Fee Programs ......................................................................................................................................................... 3 Client Assets under Management .............................................................................................................................. 4 Item 5: Fees and Compensation ....................................................................................................... 4 Method of Compensation and Fee Schedule .......................................................................................................... 4 Client Payment of Fees ................................................................................................................................................... 5 Additional Client Fees Charged ................................................................................................................................... 5 Prepayment of Client Fees ............................................................................................................................................ 6 External Compensation for the Sale of Securities to Clients ........................................................................... 6 Item 6: Performance-Based Fees and Side-by-Side Management ........................................ 6 Sharing of Capital Gains ................................................................................................................................................. 6 Item 7: Types of Clients ....................................................................................................................... 6 Description .......................................................................................................................................................................... 6 Account Minimums .......................................................................................................................................................... 6 Item 8: Methods of Analysis, Investment Strategies and Risk of Loss ................................ 6 Methods of Analysis ......................................................................................................................................................... 6 Investment Strategy ........................................................................................................................................................ 6 Security Specific Material Risks .................................................................................................................................. 6 Item 9: Disciplinary Information ..................................................................................................... 7 Criminal or Civil Actions ................................................................................................................................................ 7 Administrative Enforcement Proceedings ............................................................................................................. 7 Self- Regulatory Organization Enforcement Proceedings ............................................................................... 7 Item 10: Other Financial Industry Activities and Affiliations ............................................... 8 Broker-Dealer or Representative Registration .................................................................................................... 8 Futures or Commodity Registration ......................................................................................................................... 8 Material Relationships Maintained by this Advisory Business and Conflicts of Interest ................... 8 Recommendations or Selections of Other Investment Advisors and Conflicts of Interest ................ 8 iii Vermillion Wealth Management Inc.  Item 11: Code of Ethics, Participation or Interest in Client Transactions and Personal Trading ..................................................................................................................................................... 8 Code of Ethics Description ............................................................................................................................................ 8 Investment Recommendations Involving a Material Financial Interest and Conflict of Interest.... 9 Advisory Firm Purchase of Same Securities Recommended to Clients and Conflicts of Interest ... 9 Client Securities Recommendations or Trades and Concurrent Advisory Firm Securities Transactions and Conflicts of Interest ..................................................................................................................... 9 Item 12: Brokerage Practices ........................................................................................................... 9 Factors Used to Select Broker-Dealers for Client Transactions .................................................................... 9 Aggregating Securities Transactions for Client Accounts ............................................................................. 11 Item 13: Review of Accounts ........................................................................................................... 11 Schedule for Periodic Review of Client Accounts or Financial Plans and Advisory Persons Involved ............................................................................................................................................................................. 11 Review of Client Accounts on Non-Periodic Basis ........................................................................................... 11 Content of Client Provided Reports and Frequency ........................................................................................ 11 Item 14: Client Referrals and Other Compensation ................................................................ 11 Economic benefits provided to the Advisory Firm from External Sources and Conflicts of Interest ............................................................................................................................................................................... 11 Advisory Firm Payments for Client Referrals .................................................................................................... 11 Item 15: Custody .................................................................................................................................. 11 Account Statements ...................................................................................................................................................... 11 Item 16: Investment Discretion ..................................................................................................... 12 Discretionary Authority for Trading...................................................................................................................... 12 Item 17: Voting Client Securities ................................................................................................... 12 Proxy Votes ...................................................................................................................................................................... 12 Item 18: Financial Information ...................................................................................................... 12 Balance Sheet .................................................................................................................................................................. 12 Financial Conditions Reasonably Likely to Impair Advisory Firm’s Ability to Meet Commitments to Clients ............................................................................................................................................................................ 12 Bankruptcy Petitions during the Past Ten Years .............................................................................................. 12 Brochure Supplement (Part 2B of Form ADV) .......................................................................... 14 Principal Executive Officer - James Francis Poepl ........................................................................................... 14 Item 2 Educational Background and Business Experience .......................................................................... 14 Item 3 Disciplinary Information .............................................................................................................................. 14 Item 4 Other Business Activities ............................................................................................................................. 14 Item 5 Additional Compensation ............................................................................................................................ 14 Item 6 Supervision ........................................................................................................................................................ 14 iv Vermillion Wealth Management Inc.  Item 4: Advisory Business Firm Description Vermillion Wealth Management Inc. (“VWM”), was founded in 2015. VWM is owned equally by James Poepl, Jake Poepl, and Matt Poepl. VWM is a fee based investment management firm. Types of Advisory Services ASSET MANAGEMENT VWM offers discretionary asset management services to advisory Clients. VWM will offer Clients ongoing asset management services through determining individual investment goals, time horizons, objectives, and risk tolerance. Investment strategies, investment selection, asset allocation, portfolio monitoring and the overall investment program will be based on the above factors. The Client will authorize VWM discretionary authority to execute selected investment program transactions as stated within the Investment Advisory Agreement. ERISA PLAN SERVICES VWM provides service to qualified retirement plans including 401(k) plans, 403(b) plans, pension and profit-sharing plans, cash balance plans, and deferred compensation plans. VWM may act as a 3(21) advisor: Limited Scope ERISA 3(21) Fiduciary. VWM may serve as a limited scope ERISA 3(21) fiduciary that can advise, help and assist plan sponsors with their investment decisions. As an investment advisor VWM has a fiduciary duty to act in the best interest of the Client. The plan sponsor is still ultimately responsible for the decisions made in their plan, though using VWM can help the plan sponsor delegate liability by following a diligent process. 1. Fiduciary Services are: • Provide investment advice to the Client about asset classes and investment options available for the Plan in accordance with the Plan’s investment policies and objectives. Client will make the final decision regarding the initial selection, retention, removal and addition of investment options. VWM acknowledges that it is a fiduciary as defined in ERISA section 3 (21) (A) (ii). • Assist the Client in the development of an investment policy statement (“IPS”). The IPS establishes the investment policies and objectives for the Plan. Client shall have the ultimate responsibility and authority to establish such policies and objectives and to adopt and amend the IPS. • Provide investment advice to the Plan Sponsor with respect to the selection of a qualified default investment option for participants who are automatically enrolled in the Plan or who have otherwise failed to make investment elections. The Client retains the sole responsibility to provide all notices to the Plan participants required under ERISA Section 404(c) (5) and 404(a)-5. • Assist in monitoring investment options by preparing periodic investment reports that document investment performance, consistency of fund management and conformance to the guidelines set forth in the IPS and make recommendations to maintain, remove or replace investment options. • Meet with Client on a periodic basis to discuss the reports and the investment recommendations. 1 Vermillion Wealth Management Inc.  2. Non-fiduciary Services are: • Assist in the education of Plan participants about general investment information and the investment options available to them under the Plan. Client understands VWM’s assistance in education of the Plan participants shall be consistent with and within the scope of the Department of Labor’s definition of investment education (Department of Labor Interpretive Bulletin 96-1). As such, VWM is not providing fiduciary advice as defined by ERISA 3(21)(A)(ii) to the Plan participants. VWM will not provide investment advice concerning the prudence of any investment option or combination of investment options for a particular participant or beneficiary under the Plan. • Assist in the group enrollment meetings designed to increase retirement plan participation among the employees and investment and financial understanding by the employees. VWM may provide these services or, alternatively, may arrange for the Plan’s other providers to offer these services, as agreed upon between VWM and Client. 3. VWM has no responsibility to provide services related to the following types of assets (“Excluded Assets”): • Employer securities; • Real estate (except for real estate funds or publicly traded REITs); • Stock brokerage accounts or mutual fund windows; • Participant loans; • Non-publicly traded partnership interests; • Other non-publicly traded securities or property (other than collective trusts and similar vehicles); or • Other hard-to-value or illiquid securities or property. Excluded Assets will not be included in calculation of Fees paid to VWM on the ERISA Agreement. Specific services will be outlined in detail to each plan in the 408(b)2 disclosure. ONE TIME FINANCIAL PLANNING AND CONSULTING Financial planning services include a comprehensive evaluation of an investor's current and future financial state and will be provided by using currently known variables to predict future cash flows, asset values and withdrawal plans. VWM will use current net worth, tax liabilities, asset allocation, and future retirement and estate plans in developing financial plans. Typical topics reviewed in a financial plan may include but are not limited to: • Financial goals: Based on an individual's or a family's clearly defined financial goals, including funding a college education for the children, buying a larger home, starting a business, retiring on time or leaving a legacy. Financial goals should be quantified and set to milestones for tracking. • Personal net worth statement: A snapshot of assets and liabilities serves as a benchmark for measuring progress towards financial goals. • Cash flow analysis: An income and spending plan determines how much can be set aside for debt repayment, savings and investing each month. • Retirement strategy: A strategy for achieving retirement independent of other financial priorities. Including a strategy for accumulating the required retirement capital and its planned lifetime distribution. 2 Vermillion Wealth Management Inc.  • Comprehensive risk management plan: Identify all risk exposures and provide the necessary coverage to protect the family and its assets against financial loss. The risk management plan includes a full review of life and disability insurance, personal liability coverage, property and casualty coverage, and catastrophic coverage. for selecting, buying and selling • Long-term investment plan: Include a customized asset allocation strategy based on specific investment objectives and a risk profile. This investment plan sets guidelines investments and establishing benchmarks for performance review. • Tax reduction strategy: Identify ways to minimize taxes on personal income to the extent permissible by the tax code. The strategy should include identification of tax- favored investment vehicles that can reduce taxation of investment income. • Estate preservation: Help update accounts, review beneficiaries for retirement accounts and life insurance, provide a second look at your current estate planning documents, and prompt you to update your plan when the legal environment changes or you have major life events such as a marriage, death, or births. If a conflict of interest exists between the interests of VWM and the interests of the Client, the Client is under no obligation to act upon VWM’s recommendation. If the Client elects to act on any of the recommendations, the Client is under no obligation to effect the transaction through VWM. Financial plans will be completed and delivered inside of thirty (30) days contingent upon timely delivery of all required documentation. ONGOING FINANCIAL PLANNING Ongoing financial planning services will include the following: • Portfolio monitoring, which includes but is not limited to, tax loss harvesting, rebalancing, performance reporting Initial meeting (in person or virtual) – up to two hours • • Follow up meeting to deliver and discuss initial recommendations – up to 90 minutes • Written financial planning recommendations (paper and/or electronic) – updated semi- annually • Follow up meeting approximately every 3-6 months to check on progress and adjust recommendations as life, financial or other situations continues to evolve – up to 60 minutes • Regular accountability check-in emails to help Client stay on track available upon request • Phone or email access to answer questions Services may include but are not limited to: budgeting and cash flow; retirement income planning; legacy planning; debt consolidation; goal planning and progress tracking; employer benefits review; and insurance needs and analysis. The Client is under no obligation to act upon the investment advisor’s recommendation. If the Client elects to act on any of the recommendations, the Client is under no obligation to effect the transaction through VWM. Client Tailored Services and Client Imposed Restrictions The goals and objectives for each client are documented in our client files. Investment strategies are created that reflect the stated goals and objective. Clients may impose restrictions on investing in certain securities or types of securities. Agreements may not be assigned without written client consent. Wrap Fee Programs VWM sponsors a wrap fee program. Please see Form ADV Part 2A, Appendix 1 for details. 3 Vermillion Wealth Management Inc.  Client Assets under Management VWM has the following assets under management: Discretionary Amounts: Non-discretionary Amounts: $433,423,433 $0 Date Calculated: December 31, 2025 Item 5: Fees and Compensation Method of Compensation and Fee Schedule ASSET MANAGEMENT VWM offers discretionary direct asset management services to advisory Clients. VWM charges an annual investment advisory fee based on the total assets under management as follows: Assets Under Management $0 - $999,999 $1,000,000 and over VWM Maximum Annual Fee 1.00% 0.75% VWM Maximum Monthly Fee .0833% .0625% This is a flat fee/breakpoint fee schedule, the entire portfolio is charged the same asset management fee. For example, a Client with $750,000 under management would pay $7,500 on an annual basis. $750,000 x 1.0% = $7,500. The annual fee is negotiable based upon certain criteria (e.g., historical relationship, type of assets, anticipated future earning capacity, anticipated future additional assets, dollar amounts of assets to be managed, related accounts, account composition, negotiations with Clients, etc.). Fees are billed monthly in arrears based on the amount of assets managed as of the close of business on the last business day of the previous month. Lower fees for comparable services may be available from other sources. Clients may terminate their account within five (5) business days of signing the Investment Advisory Agreement with no obligation and without penalty. After the initial five (5) business days, the agreement may be terminated by VWM with thirty (30) days written notice to Client and by the Client at any time with written notice to VWM. For accounts opened or closed mid-billing period, fees will be prorated based on the days services are provided during the given period. All unpaid earned fees will be due to VWM. Client shall be given thirty (30) days prior written notice of any increase in fees. Any increase in fees will be acknowledged in writing by both parties before any increase in said fees occurs. ERISA PLAN SERVICES The annual fees are a fixed fee between $2,000 and $8,000. The annual fee is negotiable. Fees will be charged quarterly in arrears. If the services to be provided start any time other than the first day of a quarter, the fee will be prorated based on the number of days remaining in the quarter. If this Agreement is terminated prior to the end of the billing cycle, VWM shall be entitled to a prorated fee based on the number of days during the fee period services were provided or Client will be due a prorated refund of fees for days services were not provided in the billing cycle. The fee schedule, which includes compensation of VWM for the services is described in detail in Schedule A of the ERISA Plan Agreement. The Plan is obligated to pay the fees, however the Plan Sponsor may elect to pay the fees. Client may elect to be billed directly or have fees deducted from Plan Assets. VWM does not reasonably expect to receive any additional compensation, directly or indirectly, for its services under this Agreement. If additional compensation is received, VWM will disclose this compensation, the services rendered, and the payer of compensation. VWM will offset the compensation against the fees agreed upon under the Agreement. 4 Vermillion Wealth Management Inc.  ONE TIME FINANCIAL PLANNING AND CONSULTING VWM charges a fixed fee based on complexity and unique Client needs for financial planning. Prior to the planning process the Client will be provided an estimated plan fee. Services are completed and delivered inside of thirty (30) days contingent upon timely delivery of all required documentation. Client may cancel within five (5) business days of signing Agreement with no obligation and without penalty. If the Client cancels after five (5) business days, any unearned fees will be refunded to the Client, or any unpaid earned fees will be due to VWM. VWM reserves the right to waive the fee should the Client implement the plan through VWM. FIXED FEES Financial Planning Services are offered based on a flat fee between $1,000 and $5,000. Fees for financial plans are: Due upon delivery of the completed plan. Clients can choose to pay for financial planning via the following methods: • Check – to be remitted by Client to VWM • ONGOING FINANCIAL PLANNING FEES Ongoing financial planning services are offered for a quarterly fixed fee of $200 - $1000 for ongoing financial advice. Lower fees for comparable services may be available from other sources. Fees are billed quarterly in arrears. Prior to the planning process the Client will be provided an estimated plan fee. Services will continue until canceled by either party by providing written notice. Client may cancel within five (5) business days of signing Agreement with no obligation and without penalty. If the Client cancels after five (5) business days, any unearned fees will be refunded to the Client, or any unpaid earned fees will be due to VWM. Clients can choose to pay for financial planning via the following methods: • Check – to be remitted by Client to VWM Client Payment of Fees Investment management fees are billed monthly in arrears, meaning we bill you after the one-month period has started. Fees for ERISA services will either be deducted from Plan assets or paid directly to VWM. The Client must consent in advance to direct debiting of their investment account. Fees for financial plans will be billed: • Check – to be remitted by Client to VWM • Electronic Payment via wire Additional Client Fees Charged Custodians may charge transaction fees on purchases or sales of certain mutual funds, equities, and exchange-traded funds. These charges may include Mutual Fund transactions fees, postage and handling and miscellaneous fees (fee levied to recover costs associated with fees assessed by self-regulatory organizations). VWM, in its sole discretion, may waive its minimum fee and/or charge a lesser investment advisory fee based upon certain criteria (e.g., historical relationship, type of assets, 5 Vermillion Wealth Management Inc.  anticipated future earning capacity, anticipated future additional assets, dollar amounts of assets to be managed, related accounts, account composition, negotiations with clients, etc.). For more details on the brokerage practices, see Item 12 of this brochure. Prepayment of Client Fees VWM does not charge fees in advance. External Compensation for the Sale of Securities to Clients Neither VWM nor any of its investment advisor representatives receive any external compensation for the sale of securities to clients Item 6: Performance-Based Fees and Side-by-Side Management Sharing of Capital Gains Fees are not based on a share of the capital gains or capital appreciation of managed securities. VWM does not use a performance-based fee structure because of the conflict of interest. Performance based compensation may create an incentive for the adviser to recommend an investment that may carry a higher degree of risk to the client. Item 7: Types of Clients Description VWM generally provides investment advice to individuals, high net worth individuals, trusts, estates, or charitable organizations, pension plans, corporations or business entities. Client relationships vary in scope and length of service. Account Minimums VWM does not require a minimum of to open an account. Item 8: Methods of Analysis, Investment Strategies and Risk of Loss Methods of Analysis Security analysis methods may include fundamental analysis, technical analysis, and cyclical analysis. Investing in securities involves risk of loss that clients should be prepared to bear. Past performance is not a guarantee of future returns. Fundamental analysis involves evaluating a stock using real data such as company revenues, earnings, return on equity, and profit margins to determine underlying value and potential growth. Technical analysis involves evaluating securities based on past prices and volume. Cyclical analysis involves analyzing the cycles of the market. The main sources of information include financial newspapers and magazines, annual reports, prospectuses, eMoney and filings with the Securities and Exchange Commission. Investment Strategy The investment strategy for a specific client is based upon the objectives stated by the client during consultations. The client may change these objectives at any time. Each client executes an Investment Policy Statement or Risk Tolerance that documents their objectives and their desired investment strategy. Security Specific Material Risks All investment programs have certain risks that are borne by the investor. Fundamental analysis may involve interest rate risk, market risk, business risk, and financial risk. Risks involved in technical analysis are inflation risk, reinvestment risk, and market risk. Cyclical analysis involves inflation risk, market risk, and currency risk. 6 Vermillion Wealth Management Inc.  Our investment approach constantly keeps the risk of loss in mind. Investors face the following investment risks and should discuss these risks with VWM: • 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, or mutual fund may drop in reaction to tangible and intangible events and conditions. This type of risk is caused by external factors independent of a security’s particular underlying circumstances. For example, political, economic and social conditions may trigger market events. • Inflation Risk: When any type of inflation is present, a dollar today will buy more than a dollar next year, because purchasing power is eroding at the rate of inflation. • Currency Risk: Overseas investments are subject to fluctuations in the value of the dollar against the currency of the investment’s originating country. This is also referred to as exchange rate risk. • Reinvestment Risk: This is the risk that future proceeds from investments may have to be reinvested at a potentially lower rate of return (i.e. interest rate). This primarily relates to fixed income securities. • Business Risk: These risks are associated with a particular industry or a particular company within an industry. For example, oil-drilling companies depend on finding oil and then refining it, a lengthy process, before they can generate a profit. They carry a higher risk of profitability than an electric company which generates its income from a steady stream of customers who buy electricity no matter what the economic environment is like. • Liquidity Risk: Liquidity is the ability to readily convert an investment into cash. Generally, assets are more liquid if many traders are interested in a standardized product. For example, Treasury Bills are highly liquid, while real estate properties are not. • Financial Risk: Excessive borrowing to finance a business’ operations increases the risk of profitability, because the company must meet the terms of its obligations in good times and bad. During periods of financial stress, the inability to meet loan obligations may result in bankruptcy and/or a declining market value. Item 9: Disciplinary Information Criminal or Civil Actions The firm and its management have not been involved in any criminal or civil action. Administrative Enforcement Proceedings The firm and its management have not been involved in administrative enforcement proceedings. Self- Regulatory Organization Enforcement Proceedings The firm and its management have not been involved in legal or disciplinary events related to past or present investment clients. 7 Vermillion Wealth Management Inc.  Item 10: Other Financial Industry Activities and Affiliations Broker-Dealer or Representative Registration VWM is not registered as a broker-dealer and no affiliated representatives of VWM are registered representatives of a broker-dealer. Futures or Commodity Registration Neither VWM nor its employees are registered or has an application pending to register as a futures commission merchant, commodity pool operator, or a commodity trading advisor. Material Relationships Maintained by this Advisory Business and Conflicts of Interest James Poepl is co-owner of Vermillion Insurance Agency, co-owner and vice president of Vermillion State Bank and an insurance agent. Approximately 60% of his time is spent in these activities. From time to time, he will offer clients products and/or services in this capacity. This represents a conflict of interest because it gives an incentive to recommend products and services based on the commission and/or fee amount received. This conflict is mitigated by disclosures, procedures, and the firm’s Fiduciary obligation to place the best interest of the client first and will act accordingly. Clients are not required to purchase any products or services. Clients have the option to purchase these products or services through another insurance agent or bank of their choosing. Recommendations or Selections of Other Investment Advisors and Conflicts of Interest VWM does not utilize the services of Third Party Money Managers to manage client accounts. Item 11: Code of Ethics, Participation or Interest in Client Transactions and Personal Trading Code of Ethics Description The employees of VWM have committed to a Code of Ethics (“Code”). The purpose of our Code is to set forth standards of conduct expected of VWM employees and addresses conflicts that may arise. The Code defines acceptable behavior for employees of VWM. The Code reflects VWM and its supervised persons’ responsibility to act in the best interest of their client. One area which the Code addresses is when employees buy or sell securities for their personal accounts and how to mitigate any conflict of interest with our clients. We do not allow any employees to use non-public material information for their personal profit or to use internal research for their personal benefit in conflict with the benefit to our clients. VWM’s policy prohibits any person from acting upon or otherwise misusing non-public or inside information. No advisory representative or other employee, officer or director of VWM may recommend any transaction in a security or its derivative to advisory clients or engage in personal securities transactions for a security or its derivatives if the advisory representative possesses material, non-public information regarding the security. VWM’s Code is based on the guiding principle that the interests of the client are the top priority. VWM’s officers, directors, advisors, and other employees have a fiduciary duty to the clients and must diligently perform that duty to maintain the trust and confidence of the clients. When a conflict arises, it is VWM’s obligation to put the client’s interests over the interests of either employees or the company. The Code applies to “access” persons. “Access” persons are employees who have access to non-public information regarding any clients' purchase or sale of securities, or non-public 8 Vermillion Wealth Management Inc.  to clients, or who have access information regarding the portfolio holdings of any reportable fund, who are involved in making securities recommendations to such recommendations that are non-public. The firm will provide a copy of the Code of Ethics to any client or prospective client upon request. Investment Recommendations Involving a Material Financial Interest and Conflict of Interest VWM and its employees do not recommend to clients securities in which we have a material financial interest. Advisory Firm Purchase of Same Securities Recommended to Clients and Conflicts of Interest VWM and its employees may buy or sell securities that are also held by clients. In order to mitigate conflicts of interest such as front running, employees are required to disclose all reportable securities transactions as well as provide VWM with copies of their brokerage statements. The Chief Compliance Officer of VWM is Holly Ostertag. She reviews all employee trades at least quarterly. The personal trading reviews ensure that the personal trading of employees does not affect the markets and that clients of the firm receive preferential treatment over employee transactions. Client Securities Recommendations or Trades and Concurrent Advisory Firm Securities Transactions and Conflicts of Interest VWM does not maintain a firm proprietary trading account and does not have a material financial interest in any securities being recommended and therefore no conflicts of interest exist. However, employees may buy or sell securities at the same time they buy or sell securities for clients. In order to mitigate conflicts of interest such as front running, employees are required to disclose all reportable securities transactions as well as provide VWM with copies of their brokerage statements. Item 12: Brokerage Practices Factors Used to Select Broker-Dealers for Client Transactions VWM requires that clients establish brokerage accounts with the Schwab Advisor Services division of Charles Schwab & Co., Inc. (Schwab), a registered broker-dealer, member SIPC, as the sole and exclusive broker/dealer and custodian with respect to processing securities transactions for the Program account. VWM is independently owned and operated and not affiliated with Schwab. Schwab provides VWM with access to its institutional trading and custody services, which are typically not available to Schwab retail investors. These services generally are available to independent investment advisors on an unsolicited basis, at no charge to them so long as a total of at least $10 million of the advisor’s clients’ assets are maintained in accounts at Schwab Advisor Services. Schwab’s services include 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 VWM 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. 9 Vermillion Wealth Management Inc.  • Directed Brokerage VWM does not allow clients to direct brokerage. • Best Execution Investment advisors who manage or supervise client portfolios have a fiduciary obligation of best execution. The determination of what may constitute best execution and price in the execution of a securities transaction by a broker involves a number of considerations and is subjective. Factors affecting brokerage selection include the overall direct net economic result to the portfolios, the efficiency with which the transaction is effected, the ability to effect the transaction where a large block is involved, the operational facilities of the broker-dealer, the value of an ongoing relationship with such broker and the financial strength and stability of the broker. The firm does not receive any portion of the trading fees. • Soft Dollar Arrangements The Securities and Exchange Commission defines soft dollar practices as arrangement under which products or services other than execution services are obtained by VWM from or through a broker-dealer in exchange for directing client transactions to the broker-dealer. As permitted by Section 28(e) of the Securities Exchange Act of 1934, VWM receives economic benefits as a result of commissions generated from securities transactions by the broker-dealer from the accounts of VWM. • Other Benefits Schwab also makes available to VWM other products and services that benefit VWM but may not benefit its clients’ accounts. These benefits may include national, regional or VWM specific educational events organized and/or sponsored by Schwab Advisor Services. Other potential benefits may include occasional business entertainment of personnel of VWM by Schwab Advisor Services personnel, including meals, invitations to sporting events, including golf tournaments, and other forms of entertainment, some of which may accompany educational opportunities. Other of these products and services assist VWM in managing and administering clients’ accounts. These include software and other technology (and related technological training) 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), provide research, pricing information and other market data, facilitate payment of VWM’s fees from its clients’ accounts, and assist with back-office training and support functions, recordkeeping and client reporting. Many of these services generally may be used to service all or some substantial number of VWM’s accounts, including accounts not maintained at Schwab Advisor Services. Schwab Advisor Services also makes available to VWM other services intended to help VWM manage and further develop its business enterprise. These services may include professional compliance, legal and business consulting, publications and conferences on practice management, information technology, business succession, regulatory compliance, employee benefits providers, human capital consultants, insurance and marketing. In addition, Schwab may make available, arrange and/or pay vendors for these types of services rendered to VWM by independent third parties. Schwab Advisor Services 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 VWM. While, as a fiduciary, VWM endeavors to act in its clients’ best interests, VWM’s recommendation/requirement that clients maintain their assets in accounts at Schwab may be based in part on the 10 Vermillion Wealth Management Inc.  benefit to VWM of the availability of some of the foregoing products and services and other arrangements and not solely on the nature, cost or quality of custody and brokerage services provided by Schwab, which may create a potential conflict of interest. This conflict is mitigated by disclosures, procedures, and the firm’s Fiduciary obligation to act in the best interest of its clients and the services received are beneficial to all clients. Aggregating Securities Transactions for Client Accounts VWM is authorized in its discretion to aggregate purchases and sales and other transactions made for the account with purchases and sales and transactions in the same securities for other Clients of VWM. All clients participating in the aggregated order shall receive an average share price with all other transaction costs shared on a pro-rated basis. Item 13: Review of Accounts Schedule for Periodic Review of Client Accounts or Financial Plans and Advisory Persons Involved Account reviews are performed quarterly by James Poepl. Account reviews are performed more frequently when market conditions dictate. Financial plans generated are updated as requested by the Client and pursuant to a new or amended agreement, VWM suggests updating at least annually. Review of Client Accounts on Non-Periodic Basis Other conditions that may trigger a review of clients’ accounts are changes in the tax laws, new investment information, and changes in a client's own situation. Content of Client Provided Reports and Frequency Clients receive written account statements no less than quarterly for managed accounts. Account statements are issued by VWM’s custodian. Client receives confirmations of each transaction in account from Custodian and an additional statement during any month in which a transaction occurs. VWM provides performance reports to clients quarterly. Item 14: Client Referrals and Other Compensation Economic benefits provided to the Advisory Firm from External Sources and Conflicts of Interest VWM receives an economic benefits from Schwab. See Item 12 of this brochure. Advisory Firm Payments for Client Referrals VWM does not compensate for client referrals. Item 15: Custody Account Statements All assets are held at qualified custodians, which means the custodians provide account statements directly to clients at their address of record at least quarterly. Clients are urged to compare the account statements received directly from their custodians to the performance report statements prepared by VWM. VWM is deemed to have constructive custody solely because advisory fees are directly deducted from client’s account by the custodian on behalf of VWM. 11 Vermillion Wealth Management Inc.  Item 16: Investment Discretion Discretionary Authority for Trading VWM accepts discretionary authority to manage securities accounts on behalf of clients. VWM has the authority to determine, without obtaining specific client consent, the securities to be bought or sold, and the amount of the securities to be bought or sold. However, VWM consults with the client prior to each trade to obtain concurrence if a blanket trading authorization has not been given. A client may impose restrictions on a minimum level of cash they want in their account, as well as from which account they want their withdrawals to come. Also, a client may issue restrictions on what specific securities or security types they do not want VWM to buy or sell in their account. The client approves the custodian to be used and the commission rates paid to the custodian. VWM does not receive any portion of the transaction fees or commissions paid by the client to the custodian on certain trades. Item 17: Voting Client Securities Proxy Votes VWM does not vote proxies on securities. Clients are expected to vote their own proxies. The client will receive their proxies directly from the custodian of their account or from a transfer agent. When assistance on voting proxies is requested, VWM will provide recommendations to the client. If a conflict of interest exists, it will be disclosed to the client. Item 18: Financial Information Balance Sheet A balance sheet is not required to be provided because VWM does not serve as a custodian for client funds or securities and VWM does not require prepayment of fees of more than $1200 per client and six (6) months or more in advance. Financial Conditions Reasonably Likely to Impair Advisory Firm’s Ability to Meet Commitments to Clients VWM has no condition that is reasonably likely to impair our ability to meet contractual commitments to our clients. Bankruptcy Petitions during the Past Ten Years Neither VWM nor its management has had any bankruptcy petitions in the last ten years. 12 Vermillion Wealth Management Inc.  Item 1 Cover Page S U P E R V I S E D P E R S O N B R O C H U R E F O R M A D V P A R T 2 B James Francis Poepl Vermillion Wealth Management Inc. Office Address: 15040 Canada Ave. W Rosemount, MN 55068 Tel: 651-480-4601 Fax: 651-423-9213 jimpoepl@vermwealth.com J A N U A R Y 3 0 , 2 0 2 6 This brochure supplement provides information about James Francis Poepl and supplements the Vermillion Wealth Management Inc.’s brochure. You should have received a copy of that brochure. Please contact James Francis Poepl if you did not receive the brochure or if you have any questions about the contents of this supplement. Additional information about James Francis Poepl (CRD#4789770) is available on the SEC’s website at www.adviserinfo.sec.gov. 13 Vermillion Wealth Management Inc.  Brochure Supplement (Part 2B of Form ADV) Supervised Person Brochure Principal Executive Officer - James Francis Poepl • Year of birth: 1977 Item 2 Educational Background and Business Experience Educational Background: • Hamline University School of Law; JD, 2003 • University of St. Thomas; BA, 2000 Business Experience: • Vermillion Wealth Management Inc.; President/Investment Advisor Representative; 01/2016 – Present • Vermillion State Bank; Co-Owner/Vice President; 08/2003 – Present • Vermillion Insurance Agency; Co-Owner; 01/2017 – Present • Securities America, Inc.; Registered Representative; 09/2017 – 09/2021 • Cetera Investment Advisers LLC; Investment Advisor Representative/Registered Representative; 01/2014 – 12/2015 • Cetera Investment Services LLC; Investment Advisor Representative/Registered Representative; 04/2004 – 01/2014 Item 3 Disciplinary Information Criminal or Civil Action: None to report. Administrative Proceeding: None to report. Self-Regulatory Proceeding: None to report. Item 4 Other Business Activities James Poepl is also co-owner of Vermillion Insurance Agency, co-owner and vice president of Vermillion State Bank and an insurance. Approximately 60% of his time is spent in these activities. From time to time, he will offer clients products and/or services in this capacity. This represents a conflict of interest because it gives an incentive to recommend products and services based on the commission received. This conflict is mitigated by disclosures, procedures, and the firm’s Fiduciary obligation to place the best interest of the client first and the clients are not required to purchase any products or services. Clients have the option to purchase these products or services through another insurance agent or bank of their choosing. Item 5 Additional Compensation Mr. Poepl receives additional compensation in his capacity as an insurance agent and vice president of a bank, but he does not receive any performance based fees. Item 6 Supervision James Poepl is supervised by Holly Ostertag, Chief Compliance Officer. Holly Ostertag reviews James Poepl’s work through client account reviews and quarterly personal transaction reports, as well as face-to-face and phone interactions. Holly Ostertag can be contacted at 651-480-4601 or by email at holly@vermwealth.com. 14 Vermillion Wealth Management Inc. 

W R A P F E E P R O G R A M B R O C H U R E ( P A R T 2 A A P P E N D I X O F F O R M A D V ) Vermillion Wealth Management Inc. Address: 15040 Canada Ave. W Rosemount, MN 55068 Tel: 651-480-4601 Fax: 651-423-9213 jimpoepl@vermwealth.com J A NU A R Y 3 0 , 2 0 2 6 This wrap fee program brochure provides information about the qualifications and business practices of Vermillion Wealth Management Inc. Being registered as a registered investment adviser does not imply a certain level of skill or training. If you have any questions about the contents of this brochure, please contact us at 651-480-4601. The information in this brochure has not been approved or verified by the United States Securities and Exchange Commission, or by any state securities authority. Additional information about Vermillion Wealth Management Inc. (CRD #281978) is available on the SEC’s website at www.adviserinfo.sec.gov i Vermillion Wealth Management Inc.  Item 2: Material Changes Annual Update Material Changes since the Last Update The Material Changes section of this brochure will be updated annually or when material changes occur since the previous release of the Firm Brochure. Since the last filing of this brochure on January 28, 2025, there have been no material changes. ii Vermillion Wealth Management Inc.  Item 3: Table of Contents Form ADV – Part 2A Appendix 1 – Firm Brochure Item 1: Cover Page Item 2: Material Changes ....................................................................................................................... ii Annual Update ................................................................................................................................................. ii Item 3: Table of Contents ....................................................................................................................... 1 Material Changes since the Last Update ................................................................................................ ii Item 4: Services, Fees and Compensation ........................................................................................ 3 Firm Description ............................................................................................................................................. 3 Program Services............................................................................................................................................ 3 Item 5: Account Requirements and Types of Clients ................................................................... 5 Program Fees ................................................................................................................................................... 4 Account Minimum .......................................................................................................................................... 5 Item 6: Portfolio Manager Selection and Evaluation ................................................................... 5 Types of Clients ............................................................................................................................................... 5 Portfolio Manager .......................................................................................................................................... 5 Conflicts of Interest ....................................................................................................................................... 5 Advisory Business .......................................................................................................................................... 7 Sharing of Capital Gains ............................................................................................................................ 10 Methods of Analysis ................................................................................................................................... 10 General Investment Strategy .................................................................................................................. 10 Security Specific Material Risks ............................................................................................................. 10 Item 7: Client Information Provided to Portfolio Managers .................................................. 11 Proxy Voting .................................................................................................................................................. 11 Item 8: Client Contact with Portfolio Managers .......................................................................... 12 Description ..................................................................................................................................................... 11 Item 9: Additional Information ........................................................................................................ 12 Restrictions .................................................................................................................................................... 12 Disciplinary Information .......................................................................................................................... 12 Criminal or Civil Actions ........................................................................................................................... 12 Administrative Enforcement Proceedings ........................................................................................ 12 Self-Regulatory Organization Enforcement Proceedings ............................................................ 12 - 1 - Vermillion Wealth Management Inc.  Other Financial Industry Activities and Affiliations ...................................................................... 12 Broker-Dealer or Representative Registration................................................................................ 12 Futures or Commodity Registration .................................................................................................... 12 Material Relationships Maintained by this Advisory Business and Conflicts of Interest 12 Recommendations or Selections of Other Investment Advisors and Conflicts of Interest12 Code of Ethics Description ....................................................................................................................... 12 Investment Recommendations Involving a Material Financial Interest and Conflict of Interest ............................................................................................................................................................ 13 Advisory Firm Purchase of Same Securities Recommended to Clients and Conflicts of Interest ............................................................................................................................................................ 13 Client Securities Recommendations or Trades and Concurrent Advisory Firm Securities Transactions and Conflicts of Interest ................................................................................................ 13 Review of Accounts..................................................................................................................................... 13 Schedule for Periodic Review of Client Accounts and Advisory Persons Involved ........... 13 Review of Client Accounts on Non-Periodic Basis .......................................................................... 14 Content of Client Provided Reports and Frequency ...................................................................... 14 Client Referrals and Other Compensation ......................................................................................... 14 Economic Benefits Provided to the Advisory Firm from External Sources and Conflicts of Interest ............................................................................................................................................................ 14 Advisory Firm Payments for Client Referrals .................................................................................. 15 Financial Information ................................................................................................................................ 15 Balance Sheet ................................................................................................................................................ 15 Financial Conditions Reasonably Likely to Impair Advisory Firm’s Ability to Meet Commitments to Clients ........................................................................................................................... 15 Brochure Supplement (Part 2B of Form ADV) ............................................................................ 17 Bankruptcy Petitions during the Past Ten Years ............................................................................ 15 Principal Executive Officer - James Francis Poepl .......................................................................... 17 Item 2 Educational Background and Business Experience ......................................................... 17 Item 3 Disciplinary Information ............................................................................................................ 17 Item 4 Other Business Activities ........................................................................................................... 17 Item 5 Additional Compensation .......................................................................................................... 17 Item 6 Supervision ...................................................................................................................................... 17 - 2 - Vermillion Wealth Management Inc.  Item 4: Services, Fees and Compensation Firm Description Vermillion Wealth Management Inc. (“VWM,” “we,” “our,” or “us”) is an investment advisor registered with the SEC. VWM offers investment advice to clients through a Wrap Fee Program (“Program”) based on the individual needs of the client. VWM is the sponsor of the Program. VWM is owned equally by James Poepl, Jake Poepl, and Matt Poepl. Jim Poepl will be responsible for management of the Program accounts. Program Services This disclosure brochure is limited to describing the Program and other information that client should consider prior to establishing an account in the Program. For a complete description of other programs and services offered by VWM, clients should refer to VWM’s Form ADV Part 2A, a copy of which will be provided by VWM to client upon request. VWM provides continuous and regular supervisory services on a discretionary basis. We have an ongoing responsibility to select and make recommendations based upon the stated objectives, risk tolerance and time horizons of the client. VWM specializes in the design of portfolios using exchange traded funds (ETF), mutual funds, fixed income assets, closed-end funds, unit investment trusts, stocks, preferred stocks, options, and cash in managing client accounts. Through interview and/or questionnaire we assist the client in determining their risk tolerance within given time horizons. A single account may be comprised of multiple managers with varying levels of risk, which are based on client stated objectives and risk profile within time horizons. Through a multiple step discovery process, VWM obtains the necessary financial data from the client and assists the client in setting appropriate investment objectives for the Program account. VWM obtains updated information from the client during regularly scheduled client performance reviews, as necessary in order to provide personalized investment advice to the client. Client will be required to enter into a written agreement with VWM in order to establish a Program account. Client will also be required to complete an application with the broker/dealer that will act as custodian for Program account assets. A Wrap Fee Program is an investment advisory program in which you pay one fee for both investment advisory services and the transaction costs in your account. Your fee is bundled with our costs for executing transactions in your account(s). This may result in a higher advisory fee to you. We do not charge our clients higher advisory fees based on their trading activity, but you should be aware that we may have an incentive to limit our trading activities in your account(s) because we are charged for executed trades. By participating in a wrap fee program, you may end up paying more or less than you would through a non-wrap fee program where a lower advisory fee may be charged, but trade execution costs are passed directly through to you by the executing broker. The Program Fee is not based directly upon the actual transaction or execution costs for the transactions within your account. Depending on the underlying investments in your Program and how much trading activity occurs, you may pay more or less than if you chose another advisory program that does not have a wrap fee, or if you chose to pay separately for all of your transaction costs (e.g., pay the advisory fee plus all transaction charges). - 3 - Vermillion Wealth Management Inc.  Program Fees Assets Under Management VWM Maximum Monthly Fee The annual investment advisory fee (“Annual Fee”) schedule for the Program is described VWM Maximum Annual Fee below: $0 - $999,999 $1,000,000 and over 1.00% 0.75% .0833% .0625% The fee schedule is a breakpoint schedule where all assets within the range are billed the same rate. For example if a client account is valued at $300,000 the entire account will be billed at an annual rate of 1.00% ($300,000 x 1.0% = $3,000 per year). The annual fee is negotiable based upon certain criteria (e.g., historical relationship, type of assets, anticipated future earning capacity, anticipated future additional assets, dollar amounts of assets to be managed, related accounts, account composition, negotiations with Clients, etc.). Fees are billed monthly in arrears based on the amount of assets managed as of the close of business on the last business day of the previous month. Monthly advisory fees deducted from the clients' account by the custodian will be reflected in a provided fee invoice as fees are withdrawn. Lower fees for comparable services may be available from other sources. Client may terminate the Agreement within five (5) business days of signing, without penalty, and with full refund. If the client cancels after five (5) business days any earned fees will be due to VWM based on the number of days service was provided in the final month. The agreement may be terminated by either party by giving the other party thirty (30) days written notice. Additional deposits and withdrawals will be added or subtracted from account assets, as the case may be, which may lead to an adjustment of the Annual Fee. All Annual Fees are deducted from the account by the custodian unless other arrangements have been made in writing. The Annual Fee is paid to and retained by VWM and the advisory representatives. In addition to the Annual Fee, client may also incur certain charges imposed by third parties in connection with investments made through Program accounts, including those imposed by the custodian. These may include, but are not limited to, the following: mutual fund or money market 12b-1 fees, sub-transfer agent fees, certain deferred sales charges on previously purchased mutual funds transferred into the account, other transaction charges and service fees, IRA and qualified retirement plan fees, alternative investment administrative fees, administrative servicing fees for trust accounts, creation and development fees or similar fees imposed by unit investment trust sponsors, managed futures investor servicing fees, and other charges required by law. VWM does not receive any portion of these fees. Further information regarding charges and fees assessed by a mutual fund or variable annuity are available in the appropriate prospectus. Mutual funds may also charge a redemption fee if a redemption is made within a specific time period following the investment. The terms of any redemption fee are disclosed in the fund’s prospectus. Transactions in mutual fund shares (e.g., for rebalancing, liquidations, deposits or tax harvesting) may be subject to a fund’s frequent trading policy. Our investment advisory representatives receive a portion of the advisory fee that you pay us, either directly as a percentage of your overall fee or as their salary from our firm. In cases where our investment advisory representatives are paid a percentage of your overall advisory - 4 - Vermillion Wealth Management Inc.  fee, this may create an incentive to recommend that you participate in a wrap fee program rather than a non- wrap fee program (where you would pay for trade execution costs) or brokerage account where commissions are charged. This is because, in some cases, we may stand to earn more compensation from advisory fees paid to us through a wrap fee program arrangement if your account is not actively traded. As an investment philosophy, VWM practices a nimble trading strategy that seeks to grow client assets in up trends and protect principal during down trends. Item 5: Account Requirements and Types of Clients Account Minimum Types of Clients VWM does not require a minimum to open an account. VWM generally provides investment advice to individuals, high net worth individuals, trusts, estates, or charitable organizations, pension plans, corporations or business entities. Item 6: Portfolio Manager Selection and Evaluation Portfolio Manager James Poepl will manage all Program accounts, his background is described in detail on his respective Part 2B attached to this brochure. Since no other persons, affiliated or unaffiliated will manage the wrap program, there are no additional processes for selection or review of managers. Clients make the decision to select VWM as their portfolio manager. Conflicts of Interest Since all programs are managed by VWM, there is no conflict of interest regarding portfolio managers. In establishing a Program account, client elects to appoint Schwab Advisor Services division of Charles Schwab & Co., Inc. (Schwab), a registered broker-dealer, member SIPC as the sole and exclusive broker/dealer and custodian with respect to processing securities transactions for the Program account. VWM does not maintain custody of client assets. VWM is independently owned and operated and not affiliated with Schwab. Schwab provides VWM with access to its institutional trading and custody services, which are typically not available to Schwab retail investors. These services generally are available to independent investment advisors on an unsolicited basis, at no charge to them so long as a total of at least $10 million of the advisor’s clients’ assets are maintained in accounts at Schwab Advisor Services. Schwab’s services include 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 VWM 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. - 5 - Vermillion Wealth Management Inc.  Securities transactions for Program account are effected without commissions being charged to client. While VWM makes every attempt to obtain the best execution possible, there is no assurance that it will be obtained. Clients should consider whether or not the appointment of Schwab as the sole broker/dealer and custodian may or may not result in certain costs or disadvantages to the client as a result of possibly less favorable executions. In considering whether or not to restrict the execution of transactions through Schwab considered the capabilities of Schwab. Although client will not be charged a transaction charge for transactions through Schwab, client should be aware that VWM will be required to pay transaction charges to Schwab. The transaction charges borne by VWM vary based on the type of transactions (e.g., mutual fund, equity or fixed income security) and for mutual funds based on whether or not the mutual fund pays 12b-1 fees and/or sub-transfer agent fees that are retained by the custodian in amounts sufficient to cover the majority of trading costs. Client should understand that the cost to VWM of transaction charges may be a factor VWM considers when deciding which securities to select and whether or not to place transactions in a Program account. No agency-cross transactions or principal transactions are effected by VWM in Program accounts. VWM may aggregate transactions for a client with other clients to improve the quality of execution. When transactions are so aggregated, the actual prices applicable to the aggregated transactions will be averaged, and the client will be deemed to have purchased or sold its proportionate share of the securities involved at the average price obtained. fiduciary, VWM endeavors to act in its clients’ best Schwab also makes available to VWM other products and services that benefit VWM but may not benefit its clients’ accounts. These benefits may include national, regional or VWM specific educational events organized and/or sponsored by Schwab Advisor Services. Other potential benefits may include occasional business entertainment of personnel of VWM by Schwab Advisor Services personnel, including meals, invitations to sporting events, including golf tournaments, and other forms of entertainment, some of which may accompany educational Other of these products and services assist VWM in managing and opportunities. administering clients’ accounts. These include software and other technology (and related technological training) 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), provide research, pricing information and other market data, facilitate payment of VWM’s fees from its clients’ accounts, and assist with back-office training and support functions, recordkeeping and client reporting. Many of these services generally may be used to service all or some substantial number of VWM’s accounts, including accounts not maintained at Schwab Advisor Services. Schwab Advisor Services also makes available to VWM other services intended to help VWM manage and further develop its business enterprise. These services may include professional compliance, legal and business consulting, publications and conferences on practice management, information technology, business succession, regulatory compliance, employee benefits providers, human capital consultants, insurance and marketing. In addition, Schwab may make available, arrange and/or pay vendors for these types of services rendered to VWM by independent third parties. Schwab Advisor Services 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 VWM. While, as a interests, VWM’s recommendation/requirement that clients maintain their assets in accounts at Schwab may be - 6 - Vermillion Wealth Management Inc.  based in part on the benefit to VWM of the availability of some of the foregoing products and services and other arrangements and not solely on the nature, cost or quality of custody and brokerage services provided by Schwab, which may create a potential conflict of interest. This conflict is mitigated by disclosures, procedures, and the firm’s Fiduciary obligation to act in the best interest of its clients and the services received are beneficial to all clients. The Program may cost the client more or less than purchasing Program services separately. Factors that bear upon the cost of the Program account in relation to the cost of the same services purchased separately include: the type and size of the account, the historical and/or expected size or number of trades for the account, and the number and range of supplementary advisory and client related services provided to the account. The Annual Fee is an ongoing fee for investment advisory services and may cost the client more than if the assets were held in a traditional brokerage account. In a brokerage account, a client is charged a commission for each transaction and the representative has no duty to provide ongoing advice with respect to the account. If the client plans to follow a buy and hold strategy for the account or does not wish to purchase ongoing investment advice or management services, the client should consider opening a brokerage account rather than a Program account. Advisory Business VWM receives compensation as a result of the client’s participation in the Program. The amount of this compensation may be more or less than what VWM would receive if the client participated in other programs or paid separately for investment advice, brokerage and other client services. Therefore, VWM may have a financial incentive to recommend the Program account over other programs and services. VWM offers clients an asset management account through the Program in which VWM directs and manages Program assets for client. Client provided goals and objectives are documented in individual client files. Investment strategies are created that reflect the stated goals and objective. A client may impose restrictions on a minimum level of cash they want in their account, as well as from which account they want their withdrawals to come. Also, a client may issue restrictions on what specific securities or security types they do not want VWM to buy or sell in their account. VWM also offers the following services outside of the Wrap Program. Please see the Form ADV2A for more details. ASSET MANAGEMENT VWM offers discretionary asset management services to advisory Clients. VWM will offer Clients ongoing asset management services through determining individual investment goals, time horizons, objectives, and risk tolerance. Investment strategies, investment selection, asset allocation, portfolio monitoring and the overall investment program will be based on the above factors. The Client will authorize VWM discretionary authority to execute selected investment program transactions as stated within the Investment Advisory Agreement. - 7 - Vermillion Wealth Management Inc.  ERISA PLAN SERVICES VWM provides service to qualified retirement plans including 401(k) plans, 403(b) plans, pension and profit-sharing plans, cash balance plans, and deferred compensation plans. VWM Limited Scope ERISA 3(21) Fiduciary. may act as a 3(21) advisor: VWM may serve as a limited scope ERISA 3(21) fiduciary that can advise, help and assist plan sponsors with their investment decisions. As an investment advisor VWM has a fiduciary duty to act in the best interest of the Client. The plan sponsor is still ultimately responsible for the decisions made in their plan, though using VWM can help the plan sponsor delegate liability by following a diligent process. • 1. Fiduciary Services are: • Provide investment advice to the Client about asset classes and investment options available for the Plan in accordance with the Plan’s investment policies and objectives. Client will make the final decision regarding the initial selection, retention, removal and addition of investment options. VWM acknowledges that it is a fiduciary as defined in ERISA section 3 (21) (A) (ii). • Assist the Client in the development of an investment policy statement (“IPS”). The IPS establishes the investment policies and objectives for the Plan. Client shall have the ultimate responsibility and authority to establish such policies and objectives and to adopt and amend the IPS. • Provide investment advice to the Plan Sponsor with respect to the selection of a qualified default investment option for participants who are automatically enrolled in the Plan or who have otherwise failed to make investment elections. The Client retains the sole responsibility to provide all notices to the Plan participants required under ERISA Section 404(c) (5) and 404(a)-5. • Assist in monitoring investment options by preparing periodic investment reports that document investment performance, consistency of fund management and conformance to the guidelines set forth in the IPS and make recommendations to maintain, remove or replace investment options. Meet with Client on a periodic basis to discuss the reports and the investment recommendations. • 2. Non-fiduciary Services are: • Assist in the education of Plan participants about general investment information and the investment options available to them under the Plan. Client understands VWM’s assistance in education of the Plan participants shall be consistent with and within the scope of the Department of Labor’s definition of investment education (Department of Labor Interpretive Bulletin 96-1). As such, VWM is not providing fiduciary advice as defined by ERISA 3(21)(A)(ii) to the Plan participants. VWM will not provide investment advice concerning the prudence of any investment option or combination of investment options for a particular participant or beneficiary under the Plan. Assist in the group enrollment meetings designed to increase retirement plan participation among the employees and investment and financial understanding by the employees. - 8 - Vermillion Wealth Management Inc.  VWM may provide these services or, alternatively, may arrange for the Plan’s other providers to offer these services, as agreed upon between VWM and Client. 3. VWM has no responsibility to provide services related to the following types of assets (“Excluded Assets”): • • • • • • • not Employer securities; Real estate (except for real estate funds or publicly traded REITs); Stock brokerage accounts or mutual fund windows; Participant loans; Non-publicly traded partnership interests; Other non-publicly traded securities or property (other than collective trusts and similar vehicles); or Other hard-to-value or illiquid securities or property. be included in calculation of Fees paid to VWM on the ERISA Excluded Assets will Agreement. Specific services will be outlined in detail to each plan in the 408(b)2 disclosure. FINANCIAL PLANNING AND CONSULTING Financial planning services include a comprehensive evaluation of an investor's current and future financial state and will be provided by using currently known variables to predict future cash flows, asset values and withdrawal plans. VWM will use current net worth, tax liabilities, asset allocation, and future retirement and estate plans in developing financial plans. Financial goals Typical topics reviewed in a financial plan may include but are not limited to: • : Based on an individual's or a family's clearly defined financial goals, including funding a college education for the children, buying a larger home, starting a business, retiring on time or leaving a legacy. Financial goals should be quantified Personal net worth statement and set to milestones for tracking. : A snapshot of assets and liabilities serves as a • Cash flow analysis benchmark for measuring progress towards financial goals. : An income and spending plan determines how much can be set • Retirement strategy aside for debt repayment, savings and investing each month. • Comprehensive risk management plan : A strategy for achieving retirement independent of other financial priorities. Including a strategy for accumulating the required retirement capital and its planned lifetime distribution. • Long-term investment plan : Identify all risk exposures and provide the necessary coverage to protect the family and its assets against financial loss. The risk management plan includes a full review of life and disability insurance, personal liability coverage, property and casualty coverage, and catastrophic coverage. • : Include a customized asset allocation strategy based on specific investment objectives and a risk profile. This investment plan sets guidelines for selecting, buying and selling investments and establishing benchmarks for Tax reduction strategy performance review. • Estate preservation : Identify ways to minimize taxes on personal income to the extent permissible by the tax code. The strategy should include identification of tax- favored investment vehicles that can reduce taxation of investment income. • : Help update accounts, review beneficiaries for retirement accounts and life insurance, provide a second look at your current estate planning - 9 - Vermillion Wealth Management Inc.  documents, and prompt you to update your plan when the legal environment changes or you have major life events such as a marriage, death, or births. Sharing of Capital Gains If a conflict of interest exists between the interests of VWM and the interests of the Client, the Client is under no obligation to act upon VWM’s recommendation. If the Client elects to act on any of the recommendations, the Client is under no obligation to effect the transaction through VWM. Financial plans will be completed and delivered inside of thirty (30) days contingent upon timely delivery of all required documentation. Fees are not based on a share of the capital gains or capital appreciation of managed securities. Methods of Analysis VWM does not use a performance-based fee structure because of the potential conflict of interest. Performance-based compensation may create an incentive for the adviser to recommend an investment that may carry a higher degree of risk to the client. Security analysis methods may include fundamental analysis, technical analysis, and cyclical analysis. Investing in securities involves risk of loss that clients should be prepared to bear. Past performance is not a guarantee of future returns. Fundamental analysis involves evaluating a stock using real data such as company revenues, earnings, return on equity, and profit margins to determine underlying value and potential growth. Technical analysis involves evaluating securities based on past prices and volume. Cyclical analysis involves analyzing the cycles of the market. The main sources of information include financial newspapers and magazines, annual reports, General Investment Strategy prospectuses, and filings with the Securities and Exchange Commission. The investment strategy for a specific client is based upon the objectives stated by the client during consultations. The client may change these objectives at any time. Each client executes an Investment Policy Statement or Risk Tolerance that documents their objectives and their Security Specific Material Risks desired investment strategy. All investment programs have certain risks that are borne by the investor. Fundamental analysis may involve interest rate risk, market risk, business risk, and financial risk. Interest-rate Risk • Our investment approach constantly keeps the risk of loss in mind. Investors face the following investment risks and should discuss these risks with VWM: • Market 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. • : The price of a security, bond, or mutual fund may drop in reaction to tangible and intangible events and conditions. This type of risk is caused by external factors independent of a security’s particular underlying circumstances. For example, Inflation Risk political, economic and social conditions may trigger market events. : When any type of inflation is present, a dollar today will buy more than a dollar next year, because purchasing power is eroding at the rate of inflation. - 10 - Vermillion Wealth Management Inc.  • Currency Risk • Reinvestment Risk : Overseas investments are subject to fluctuations in the value of the dollar against the currency of the investment’s originating country. This is also referred to as exchange rate risk. • Business Risk : This is the risk that future proceeds from investments may have to be reinvested at a potentially lower rate of return (i.e. interest rate). This primarily relates to fixed income securities. • Liquidity Risk : These risks are associated with a particular industry or a particular company within an industry. For example, oil-drilling companies depend on finding oil and then refining it, a lengthy process, before they can generate a profit. They carry a higher risk of profitability than an electric company which generates its income from a steady stream of customers who buy electricity no matter what the economic environment is like. • Financial Risk : Liquidity is the ability to readily convert an investment into cash. Generally, assets are more liquid if many traders are interested in a standardized product. For example, Treasury Bills are highly liquid, while real estate properties are not. • : Excessive borrowing to finance a business’ operations increases the risk of profitability, because the company must meet the terms of its obligations in good times and bad. During periods of financial stress, the inability to meet loan obligations may result in bankruptcy and/or a declining market value. Proxy Voting List of Material Risk may not be all inclusive, as over time, additional unknown and unforeseen risk may arise. VWM does not vote proxies on securities. Clients are expected to vote their own proxies. The client will receive their proxies directly from the custodian of their account or from a transfer agent. When assistance on voting proxies is requested, VWM will provide recommendations to the client. If a conflict of interest exists, it will be disclosed to the client Item 7: Client Information Provided to Portfolio Managers Description VWM obtains the necessary financial data from the client and assists the client in setting appropriate investment objectives for the Program account. VWM obtains updated information from the client as necessary in order to provide personalized investment advice to the client. It is the client’s responsibility to inform VWM of any changes in their stated objectives, financial situation, life circumstances or risk tolerance. Client will be required to enter into a written agreement with VWM in order to establish a Program account. Client will also be required to complete an application with the broker/dealer that will act as custodian for Program account assets. - 11 - Vermillion Wealth Management Inc.  Item 8: Client Contact with Portfolio Managers Restrictions There are no restrictions placed on clients’ ability to contact and consult with the portfolio managers since VWM manages all portfolios. Item 9: Additional Information Disciplinary Information Criminal or Civil Actions VWM and its management have not been involved in any criminal or civil action. Administrative Enforcement Proceedings VWM and its management have not been involved in administrative enforcement proceedings. Other Financial Industry Activities and Affiliations Self-Regulatory Organization Enforcement Proceedings VWM and its management have not been involved in legal or disciplinary events related to past or present investment clients. Broker-Dealer or Representative Registration VWM is not registered as a broker-dealer and no affiliated representatives of VWM are registered representatives of a broker-dealer. Futures or Commodity Registration VWM does not have an application pending to register as a futures commission merchant, commodity pool operator, or a commodity trading advisor. Material Relationships Maintained by this Advisory Business and Conflicts of Interest James Poepl is co-owner of Vermillion Insurance Agency, co-owner and vice president of Vermillion State Bank and an insurance. Approximately 60% of his time is spent in these activities. From time to time, he will offer clients products and/or services in this capacity. This represents a conflict of interest because it gives an incentive to recommend products and services based on the commission and/or fee amount received. This conflict is mitigated by disclosures, procedures, and the firm’s Fiduciary obligation to place the best interest of the client first and will act accordingly. Clients are not required to purchase any products or services. Clients have the option to purchase these products or services through another insurance agent or bank of their choosing. Code of Ethics Description Recommendations or Selections of Other Investment Advisors and Conflicts of Interest VWM does not utilize the services of third party money managers. The employees of VWM have committed to a Code of Ethics (“Code”). The purpose of our Code is to set forth standards of conduct expected of VWM employees and addresses conflicts that may arise. The Code defines acceptable behavior for employees of VWM. The Code reflects VWM and its supervised persons’ responsibility to act in the best interest of their client. One area the Code addresses is when employees buy or sell securities for their personal accounts and how to mitigate any conflict of interest with our clients. We do not allow any employees to use non-public material information for their personal profit or to use internal research for their personal benefit in conflict with the benefit to our clients. - 12 - Vermillion Wealth Management Inc.  VWM’s policy prohibits any person from acting upon or otherwise misusing non-public or inside information. No advisory representative or other employee, officer or director of VWM may recommend any transaction in a security or its derivative to advisory clients or engage in personal securities transactions for a security or its derivatives if the advisory representative possesses material, non-public information regarding the security. VWM’s Code is based on the guiding principle that the interests of the client are our top priority. VWM’s officers, directors, advisors, and other employees have a fiduciary duty to our clients and must diligently perform that duty to maintain the complete trust and confidence of our clients. When a conflict arises, it is our obligation to put the client’s interests over the interests of either employees or the company. The Code applies to “access” persons. “Access” persons are employees who have access to non-public information regarding any clients' purchase or sale of securities, or non-public information regarding the portfolio holdings of any reportable fund, who are involved in making securities recommendations to clients, or who have access to such recommendations that are non-public. The firm will provide a copy of the Code of Ethics to any client or prospective client upon request. Investment Recommendations Involving a Material Financial Interest and Conflict of Interest VWM and its employees do not recommend to clients securities in which we have a material financial interest. Advisory Firm Purchase of Same Securities Recommended to Clients and Conflicts of Interest VWM employees may buy or sell securities that are also held by clients. In order to avoid conflicts of interest such as front running of client trades, employees are required to disclose all reportable securities transactions as well as provide VWM with copies of their brokerage statements. The Chief Compliance Officer of VWM is Holly Ostertag. She reviews all employee trades each quarter. The personal trading reviews ensure that the personal trading of employees does not affect the markets and that clients of the firm receive preferential treatment over employee transactions. Review of Accounts Client Securities Recommendations or Trades and Concurrent Advisory Firm Securities Transactions and Conflicts of Interest VWM does not maintain a firm proprietary trading account and does not have a material financial interest in any securities being recommended and therefore no conflicts of interest exist. However, employees may buy or sell securities at the same time they buy or sell securities for clients. In order to mitigate conflicts of interest such as front running, employees are required to disclose all reportable securities transactions as well as provide VWM with copies of their brokerage statements. Schedule for Periodic Review of Client Accounts and Advisory Persons Involved Account reviews are performed at least quarterly depending on the nature of the account and client relationship. All reviews are conducted by James Poepl. Account reviews are performed more frequently when market conditions dictate. - 13 - Vermillion Wealth Management Inc.  Review of Client Accounts on Non-Periodic Basis Other conditions that may trigger a review of clients’ accounts are changes in the tax laws, new investment information, and changes in a client's own situation. Client Referrals and Other Compensation Content of Client Provided Reports and Frequency Clients receive written account statements usually on a monthly basis, but no less than quarterly for managed accounts. Written account performance reports are issued on a quarterly basis. Economic Benefits Provided to the Advisory Firm from External Sources and Conflicts of Interest As disclosed under Item 6 above, Schwab also makes available to VWM other products and services that benefit VWM but may not benefit its clients’ accounts. These benefits may include national, regional or VWM specific educational events organized and/or sponsored by Schwab Advisor Services. Other potential benefits may include occasional business entertainment of personnel of VWM by Schwab Advisor Services personnel, including meals, invitations to sporting events, including golf tournaments, and other forms of entertainment, some of which may accompany educational opportunities. Other of these products and services assist VWM in managing and administering clients’ accounts. These include software and other technology (and related technological training) 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), provide research, pricing information and other market data, facilitate payment of VWM’s fees from its clients’ accounts, and assist with back-office training and support functions, recordkeeping and client reporting. Many of these services generally may be used to service all or some substantial number of VWM’s accounts, including accounts not maintained at Schwab Advisor Services. Schwab Advisor Services also makes available to VWM other services intended to help VWM manage and further develop its business enterprise. These services may include professional compliance, legal and business consulting, publications and conferences on practice management, information technology, business succession, regulatory compliance, employee benefits providers, human capital consultants, insurance and marketing. In addition, Schwab may make available, arrange and/or pay vendors for these types of services rendered to VWM by independent third parties. Schwab Advisor Services 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 VWM. While, as a fiduciary, VWM endeavors to act in its clients’ best interests, VWM’s recommendation/requirement that clients maintain their assets in accounts at Schwab may be based in part on the benefit to VWM of the availability of some of the foregoing products and services and other arrangements and not solely on the nature, cost or quality of custody and brokerage services provided by Schwab, which may create a potential conflict of interest. This conflict is mitigated by disclosures, procedures, and the firm’s Fiduciary obligation to act in the best interest of its clients and the services received are beneficial to all clients. The Program may cost the client more or less than purchasing Program services separately. Factors that bear upon the cost of the Program account in relation to the cost of the same services purchased separately include: the type and size of the account, the historical and/or expected size or number of trades for the account, and the number and range of supplementary advisory and client related services provided to the account. - 14 - Vermillion Wealth Management Inc.  The Annual Fee is an ongoing fee for investment advisory services and may cost the client more than if the assets were held in a traditional brokerage account. In a brokerage account, a client is charged a commission for each transaction and the representative has no duty to provide ongoing advice with respect to the account. If the client plans to follow a buy and hold strategy for the account or does not wish to purchase ongoing investment advice or management services, the client should consider opening a brokerage account rather than a Program account. VWM receives compensation as a result of the client’s participation in the Program. The amount of this compensation may be more or less than what VWM would receive if the client participated in other programs or paid separately for investment advice, brokerage and other client services. Therefore, VWM may have a financial incentive to recommend the Program account over other programs and services. Financial Information Advisory Firm Payments for Client Referrals VWM does compensate for client referrals. Balance Sheet A balance sheet is not required to be provided because VWM does not serve as a custodian for client funds or securities and VWM does not require prepayment of fees of more than $1,200 per client and six months or more in advance. Financial Conditions Reasonably Likely to Impair Advisory Firm’s Ability to Meet Commitments to Clients VWM has no condition that is reasonably likely to impair our ability to meet contractual commitments to our clients. Bankruptcy Petitions during the Past Ten Years Neither VWM nor its management has had any bankruptcy petitions in the last ten years. - 15 - Vermillion Wealth Management Inc.  S U P E R V I S E D P E R S O N B R O C H U R E Item 1 Cover Page F O R M A D V P A R T 2 B James Francis Poepl Vermillion Wealth Management Inc. Office Address: 15040 Canada Ave. W. Rosemount, MN 55068 Tel: 651-480-4601 Fax: 651-423-9213 jimpoepl@vermwealth.com J A N U A R Y 3 0 , 2 0 2 6 This brochure supplement provides information about James Francis Poepl and supplements the Vermillion Wealth Management Inc.’s brochure. You should have received a copy of that brochure. Please contact James Francis Poepl if you did not receive the brochure or if you have any questions about the contents of this supplement. Additional information about James Francis Poepl (CRD#4789770) is available on the SEC’s website at www.adviserinfo.sec.gov. - 16 - Vermillion Wealth Management Inc.  Brochure Supplement (Part 2B of Form ADV) Supervised Person Brochure Principal Executive Officer - James Francis Poepl • Item 2 Educational Background and Business Experience Year of birth: 1977 • Educational Background: • Hamline University School of Law; JD, 2003 University of St. Thomas; BA, 2000 • Business Experience: • Vermillion Wealth Management Inc.; President/Investment Advisor Representative; 01/2016 – Present • Vermillion State Bank; Co-Owner/Vice President; 08/2003 – Present • Vermillion Insurance Agency; Co-Owner; 01/2017 – Present • Securities America, Inc.; Registered Representative; 09/01- 09/2021 • Cetera Investment Advisers LLC; Investment Advisor Representative/ Registered Representative; 01/2014 – 12/2015 Item 3 Disciplinary Information Cetera Investment Services LLC; Investment Advisor Representative /Registered Representative; 04/2004 – 01/2014 None to report. Criminal or Civil Action: Administrative Proceeding: Self-Regulatory Proceeding: Item 4 Other Business Activities None to report. None to report. James Poepl is co-owner of Vermillion Insurance Agency, co-owner and vice president of Vermillion State Bank and an insurance agent. Approximately 60% of his time is spent in these activities. From time to time, he will offer clients products and/or services in this capacity. Item 5 Additional Compensation This represents a conflict of interest because it gives an incentive to recommend products and services based on the commission received. This conflict is mitigated by disclosures, procedures, and the firm’s Fiduciary obligation to place the best interest of the client first and the clients are not required to purchase any products or services. Clients have the option to purchase these products or services through another insurance agent or bank of their choosing. Item 6 Supervision Mr. Poepl receives additional compensation in his capacity as an insurance agent and vice president of a bank, but he does not receive any performance based fees. James Poepl is supervised by Holly Ostertag, Chief Compliance Officer. Holly Ostertag reviews James Poepl’s work through client account reviews and quarterly personal transaction reports, as well as face-to-face and phone interactions. Holly Ostertag can be contacted at 651-480-4601 or by email at holly@vermwealth.com. - 17 - Vermillion Wealth Management Inc.