MDRN Capital

A. Firm Information MDRN Capital, LLC (“MDRN Capital” or the “Advisor”) is a registered investment advisor with the SEC. The Advisor is organized as a limited liability company under the laws of Maryland. MDRN Capital was founded in March 2023 and started conducting advisory services in June 2023. MDRN Capital is owned by Cirksena Management LLC. The Advisor is owned and operated by Aaron J. Cirksena (“Founder and Chief Executive Officer”). This Disclosure Brochure provides information regarding the qualifications, business practices, and the advisory services provided by MDRN Capital. B. Advisory Services Offered MDRN Capital offers investment advisory services to individuals, high net worth individuals, trusts, estates, businesses, and retirement plans (each referred to as a “Client”). The Advisor serves as a fiduciary to Clients, as defined under the applicable laws and regulations. As a fiduciary, the Advisor upholds a duty of loyalty, fairness and good faith towards each Client and seeks to mitigate potential conflicts of interest. MDRN Capital's fiduciary commitment is further described in the Advisor’s Code of Ethics. For more information regarding the Code of Ethics, please see Item 11 – Code of Ethics, Participation or Interest in Client Transactions and Personal Trading. Wealth Management Services MDRN Capital provides tailored investment advisory solutions to its Clients. This is achieved through personal Client contact and interaction while providing discretionary investment management over Client portfolios and a broad range of comprehensive financial planning. These services are described below. Investment Management Services - MDRN Capital provides customized investment advisory solutions for its Clients. This is achieved through continuous personal Client contact and interaction while providing discretionary investment management and related advisory services. MDRN Capital works closely with each Client to identify their investment goals and objectives as well as risk tolerance and financial situation in order to create a portfolio strategy. MDRN Capital will then construct an investment portfolio primarily consisting one or more unaffiliated investment managers or investment platforms (collectively “Independent Managers”, please see below for further information). The Advisory may also utilize low-cost, diversified mutual funds and/or exchange-traded funds (“ETFs”), individual stocks, or bonds to meet the investment objectives and needs of its Clients. The Advisor may retain other types of investments from the Client’s legacy portfolio due to fit with the overall portfolio strategy, tax-related reasons, or other reasons as identified between the Advisor and the Client. Use of Independent Managers - MDRN Capital will recommend that Clients utilize one or more unaffiliated investment managers or investment platforms (collectively “Independent Managers”) for all or a portion of a Client’s investment portfolio, based on the Client’s needs, objectives and preference. The Advisor has discretion to select Independent Managers and the assets allocated with Independent Managers. However, the Client may place restrictions on the Independent Managers utilized and the assets allocated with them. The Advisor will perform initial and ongoing oversight and due diligence over each Independent Manager to ensure the strategy remains aligned with Clients investment objectives and overall best interests. The Advisor will also assist the Client in the development of the initial policy recommendations, managing the ongoing Client relationship and communicating the Client’s restrictions. The Advisor will ensure that each Independent Manager is properly licensed, notice filed, or exempt from registration. The Client will be provided with the Independent Manager's Form ADV Part 2A - Disclosure Brochure (or a brochure that makes the appropriate disclosures). MDRN Capital’s investment strategies are primarily long-term focused, but the Advisor may buy, sell or re-allocate positions that have been held for less than one year to meet the objectives of the Client or due to market conditions. MDRN Capital will construct, implement and monitor the portfolio to ensure it meets the goals, objectives, circumstances, and risk tolerance agreed to by the Client. Each Client will have the opportunity to place reasonable restrictions on the types of investments to be held in their respective portfolio, subject to acceptance by the Advisor.

MDRN Capital evaluates and selects investments for inclusion in Client portfolios only after applying its internal due diligence process. MDRN Capital may recommend, on occasion, redistributing investment allocations to diversify the portfolio. MDRN Capital may recommend specific positions to increase sector or asset class weightings. The Advisor may recommend employing cash positions as a possible hedge against market movement. MDRN Capital may recommend selling positions for reasons that include, but are not limited to, harvesting capital gains or losses, business or sector risk exposure to a specific security or class of securities, overvaluation or overweighting of the position[s] in the portfolio, change in risk tolerance of the Client, generating cash to meet Client needs, or any risk deemed unacceptable for the Client’s risk tolerance. At no time will MDRN Capital accept or maintain custody of a Client’s funds or securities, except for the limited authority as outlined in Item 15 – Custody. All Client assets will be managed within the designated account[s] at the Custodian, pursuant to the terms of the advisory agreement. Please see Item 12 – Brokerage Practices. Retirement Accounts – When the Advisor provides investment advice to Clients regarding ERISA retirement accounts or individual retirement accounts (“IRAs”), the Advisor is a fiduciary within the meaning of Title I of the Employee Retirement Income Security Act (“ERISA”) and/or the Internal Revenue Code (“IRC”), as applicable, which are laws governing retirement accounts. When deemed to be in the Client’s best interest, the Advisor will provide investment advice to a Client regarding a distribution from an ERISA retirement account or to roll over the assets to an IRA, or recommend a similar transaction including rollovers from one ERISA sponsored Plan to another, one IRA to another IRA, or from one type of account to another account (e.g. commission-based account to fee-based account). Such a recommendation creates a conflict of interest if the Advisor will earn a new (or increase its current) advisory fee as a result of the transaction. No client is under any obligation to roll over a retirement account to an account managed by the Advisor. Financial Planning Services - MDRN Capital will typically provide a variety of financial planning and consulting services to Clients as a part of their overall wealth management services or as a standalone service. Services are offered in several areas of a Client’s financial situation, depending on their goals and objectives. Generally, such financial planning services involve preparing a formal financial plan or rendering a specific financial consultation based on the Client’s financial goals and objectives. This planning or consulting may encompass one or more areas of need, including but not limited to, investment planning, retirement planning, personal savings, education savings, insurance needs and other areas of a Client’s financial situation. A financial plan developed for, or financial consultation rendered to the Client will usually include general recommendations for a course of activity or specific actions to be taken by the Client. For example, recommendations may be made that the Client start or revise their investment programs, commence or alter retirement savings, establish education savings and/or charitable giving programs. MDRN Capital may also refer Clients to an accountant, attorney or other specialists, as appropriate for their unique situation. For certain financial planning engagements, the Advisor will provide a written summary of the Client’s financial situation, observations, and recommendations. For consulting or ad-hoc engagements, the Advisor may not provide a written summary. Plans or consultations are typically completed within six (6) months of contract date, assuming all information and documents requested are provided promptly. Financial planning and consulting recommendations pose a conflict between the interests of the Advisor and the interests of the Client. For example, the Advisor has an incentive to recommend that Clients engage the Advisor for investment management services or to increase the level of investment assets with the Advisor, as it would increase the amount of advisory fees paid to the Advisor. Clients are not obligated to implement any recommendations made by the Advisor or maintain an ongoing relationship with the Advisor. If the Client elects to act on any of the recommendations made by the Advisor, the Client is under no obligation to implement the transaction through the Advisor.

Retirement Plan Advisory Services MDRN Capital provides 3(21) retirement plan advisory services on behalf of the retirement plans (each a “Plan”) and the company (the “Plan Sponsor”). The Advisor’s retirement plan advisory services are designed to assist the Plan Sponsor in meeting its fiduciary obligations to the Plan and its Plan Participants. Each engagement is customized to the needs of the Plan and Plan Sponsor. Services generally include: • Vendor Analysis • Plan Participant Enrollment and Education Tracking • Investment Policy Statement (“IPS”) Design and Monitoring • Performance Reporting • Ongoing Investment Recommendation and Assistance • ERISA 404(c) Assistance • Benchmarking Services These services are provided by MDRN Capital serving in the capacity as a fiduciary under the Employee Retirement Income Security Act of 1974, as amended (“ERISA”). In accordance with ERISA Section 408(b)(2), the Plan Sponsor is provided with a written description of MDRN Capital’s fiduciary status, the specific services to be rendered and all direct and indirect compensation the Advisor reasonably expects under the engagement. C. Client Account Management Prior to engaging MDRN Capital to provide investment advisory services, each Client is required to enter into one or more agreements with the Advisor that define the terms, conditions, authority and responsibilities of the Advisor and the Client. These services may include: •

Establishing an Investment Strategy – MDRN Capital, in connection with the Client, will develop a strategy that seeks to achieve the Client’s goals and objectives.

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Asset Allocation – MDRN Capital will develop a strategic asset allocation that is targeted to meet the investment objectives, time horizon, financial situation and tolerance for risk for each Client.

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Portfolio Construction – MDRN Capital will develop a portfolio for the Client that is intended to meet the stated goals and objectives of the Client.

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Investment Management and Supervision – MDRN Capital will provide investment management and ongoing oversight of the Client’s investment portfolio.

D. Wrap Fee Programs MDRN Capital does not manage or place Client assets into a wrap fee program. However, certain Independent Managers may sponsor a wrap program. Investment management services are provided by MDRN Capital or by a recommended Independent Manager. E. Assets Under Management As of the December 31, 2025, the Advisor has $338,630,429 in assets under management, all of which are managed on a discretionary basis. Clients may request more current information at any time by contacting the Advisor.

The following paragraphs detail the fee structure and compensation methodology for services provided by the Advisor. Each Client engaging the Advisor for services described herein shall be required to enter into one or more written agreements with the Advisor.

A. Fees for Advisory Services Wealth Management Services Wealth management fees are paid monthly in arrears pursuant to the terms of the wealth management agreement. Wealth management fees are based on the market value of assets under management at the end of the month. Wealth management fees are based on the following schedule: Assets Under Management ($) Up to $1,000,000 $1,000,001 to $2,500,000 $2,500,001 to $5,000,000 $5,000,001 to $10,000,000 $10,000,001 to $20,000,000 $20,000,001 and over

Annual Rate (%) 1.50% 1.25% 1.00% 0.75% 0.50% Negotiable

The wealth management fee in the first month of service is prorated from the inception date of the account[s] to the end of the first month. Fees may be negotiable at the sole discretion of the Advisor. Certain Clients may be grandfathered a rate from previous relationships with the Advisor. The Client’s fees will take into consideration the aggregate assets under management with the Advisor. All securities held in accounts managed by MDRN Capital will be independently valued by the Custodian. The Advisor will conduct periodic reviews of the Custodian’s valuation to ensure accurate billing. The Advisor’s fee is exclusive of, and in addition to any applicable securities transaction and custody fees, and other related costs and expenses described in Item 5.C below, which may be incurred by the Client. However, the Advisor shall not receive any portion of these commissions, fees, and costs. Use of Independent Managers As noted in Item 4, the Advisor may implement all or a portion of a Client’s investment portfolio utilizing one or more Independent Managers. To eliminate any conflict of interest, the Advisor does not earn any compensation from an Independent Manager. The Advisor will only earn its investment advisory fee as described above. The Advisor will allocate a portion of the advisory fee collected to the Independent Manager pursuant to the terms of the executed agreement between the Advisor and the Independent Manager. The total blended fee, including the Advisor’s fee and the Independent Manager’s fee, will not exceed 2.00% annually. Financial Planning Services MDRN Capital offers financial planning services for a fixed engagement fee ranging from $500 to $10,000 per engagement. Fees may be negotiable based on the nature and complexity of the services to be provided and the overall relationship with the Advisor. An estimate for total costs will be determined prior to engaging for these services. Retirement Plan Advisory Services Fees Fees for retirement plan advisory services are charged an annual asset-based fee ranging between 0.5% to 1.5%, billed in arrears, pursuant to the terms of the agreement. Retirement plan fees are based on the market value of assets under management at the end of the prior calendar month. Fees may be negotiable depending on the size and complexity of the Plan. B. Fee Billing Wealth Management Services Wealth management fees are calculated by the Advisor or its delegate and deducted from the Client’s account[s] at the Custodian. The Advisor shall send an invoice to the Custodian indicating the amount of the fees to be deducted from the Client’s account[s] at the beginning of the respective month. The amount due is calculated by applying the monthly rate (annual rate divided by 12) to the total assets under management with MDRN Capital at the end of the month. Clients will be provided with a statement, at least quarterly, from the Custodian reflecting deduction of the wealth management fee. Clients are urged to also review and compare the statement provided by the Advisor to the brokerage statement from the Custodian, as the Custodian does not perform a verification of fees. Clients provide written

authorization permitting advisory fees to be deducted by MDRN Capital to be paid directly from their account[s] held by the Custodian as part of the wealth management agreement and separate account forms provided by the Custodian. Use of Independent Managers For Client accounts implemented through an Independent Manager, the Client’s overall fees will include MDRN Capital’s investment advisory fee (as noted above) plus investment management fees and/or platform fees charged by the Independent Manager. The Independent Manager will assume the responsibility for calculating the Client’s fees and deducting all fees from the Client’s account[s]. Financial Planning Services Financial planning fees are invoiced by the Advisor and are due upon completion of the agreed upon deliverable[s]. Retirement Plan Advisory Services Fees Retirement plan advisory fees may be directly invoiced to the Plan Sponsor or deducted from the assets of the Plan, depending on the terms of the retirement plan advisory agreement. C. Other Fees and Expenses Clients may incur certain fees or charges imposed by third parties, other than MDRN Capital, in connection with investments made on behalf of the Client’s account[s]. The Client is responsible for all custody and securities execution fees charged by the Custodian, as applicable. The Advisor's recommended Custodian does not charge securities transaction fees for ETF and equity trades in a Client's account, provided that the account meets the terms and conditions of the Custodian's brokerage requirements. However, the Custodian typically charges for mutual funds and other types of investments. The fees charged by MDRN Capital are separate and distinct from these custody and execution fees. In addition, all fees paid to MDRN Capital for wealth management services are separate and distinct from the expenses charged by mutual funds and ETFs to their shareholders, if applicable. These fees and expenses are described in each fund’s prospectus. These fees and expenses will generally be used to pay management fees for the funds, other fund expenses, account administration (e.g., custody, brokerage and account reporting), and a possible distribution fee. A Client may be able to invest in these products directly, without the services of MDRN Capital, but would not receive the services provided by MDRN Capital which are designed, among other things, to assist the Client in determining which products or services are most appropriate for each Client’s financial situation and objectives. Accordingly, the Client should review both the fees charged by the fund[s] and the fees charged by MDRN Capital to fully understand the total fees to be paid. Please refer to Item 12 – Brokerage Practices for additional information. D. Advance Payment of Fees and Termination Wealth Management Services MDRN Capital may be compensated for its wealth management services at the end of the month after services are rendered. Either party may terminate the wealth management agreement, at any time, by providing advance written notice to the other party. The Client may also terminate the wealth management agreement within five (5) business days of signing the Advisor’s agreement without penalty. After the five-day period, the Client will incur charges for bona fide advisory services rendered to the point of termination and such fees will be due and payable by the Client. The Client’s wealth management agreement with the Advisor is non-transferable without the Client’s prior consent. Use of Independent Managers In the event that the Advisor has determined that an Independent Manager is no longer in the Client’s best interest, the Advisor will have the discretion to terminate the relationship with the Independent Manager. The terms for termination are set forth in the respective agreements between the Advisor and the Independent Managers. Financial Planning Services MDRN Capital is compensated for its financial planning services upon completion of the engagement deliverable[s]. Either party may terminate the financial planning agreement, at any time, by providing advance written notice to the other party. The Client may also terminate the financial planning agreement within five (5) business days of signing the

Advisor’s agreement at no cost to the Client. After the five-day period, the Client will incur charges for bona fide advisory services rendered to the point of termination and such fees will be due and payable by the Client. Upon termination, the Client shall be billed for the percentage of the engagement scope completed by the Advisor. The Client’s financial planning agreement with the Advisor is non-transferable without the Client’s prior consent. Retirement Plan Advisory Services Fees MDRN Capital is compensated for its services at the end of the month after advisory services are rendered. Either party may request to terminate their services with MDRN Capital in whole or in part, by providing advance written notice to the other party. The Client shall be responsible for investment advisory fees up to and including the effective date of termination. The Client’s retirement plan services agreement with the Advisor is non-transferable without the Client’s written approval. E. Compensation for Sales of Securities MDRN Capital does not buy or sell securities to earn commissions and does not receive any compensation for securities transactions in any Client account, other than the wealth management fees noted above. Certain Advisory Persons are also licensed as an independent insurance professionals through MDRN Insurance LLC (“MDRN Insurance”), an affiliated entity under common control and ownership as MDRN Capital. As an independent insurance professionals, certain Advisory Persons may earn commission-based compensation for selling insurance products, including insurance products sold to Clients. Insurance commissions earned by Advisory Persons are separate and in addition to advisory fees. This practice presents a conflict of interest as Advisory Persons have an incentive to recommend insurance products to the Client based on compensation received rather than the Client’s needs. When acting in their capacity as an insurance agent, Advisory Persons are not subject to the fiduciary standards under the Investment Advisers Act of 1940. Additionally, when you purchase insurance products, the insurance carrier is responsible for assessing whether such purchases meet the best interest standard. Clients are under no obligation, contractually or otherwise, to purchase insurance products through MDRN Insurance or any Advisory Person. Clients have the ability to purchase recommended products through other brokers or agents that are not affiliated with the Advisor. Please see item 10 below.

A. Methods of Analysis MDRN Capital primarily employs fundamental and technical analysis methods in developing investment strategies for its Clients. Research and analysis from MDRN Capital are derived from numerous sources, including financial media companies, third-party research materials, Internet sources, and review of company activities, including annual reports, prospectuses, press releases and research prepared by others. Fundamental analysis utilizes economic and business indicators as investment selection criteria. This criteria consists generally of ratios and trends that may indicate the overall strength and financial viability of the entity being analyzed. Assets are deemed suitable if they meet certain criteria to indicate that they are a strong investment with a value

discounted by the market. While this type of analysis helps the Advisor in evaluating a potential investment, it does not guarantee that the investment will increase in value. Assets meeting the investment criteria utilized in the fundamental analysis may lose value and may have negative investment performance. The Advisor monitors these economic indicators to determine if adjustments to strategic allocations are appropriate. More details on the Advisor’s review process are included below in Item 13 – Review of Accounts. Technical analysis involves the analysis of past market data rather than specific company data in determining the recommendations made to clients. Technical analysis may involve the use of charts to identify market patterns and trends, which may be based on investor sentiment rather than the fundamentals of the company. The primary risk in using technical analysis is that spotting historical trends may not help to predict such trends in the future. Even if the trend will eventually reoccur, there is no guarantee that MDRN Capital will be able to accurately predict such a reoccurrence. As noted above, MDRN Capital generally employs a long-term investment strategy for its Clients, as consistent with their financial goals. MDRN Capital will typically hold all or a portion of a security for more than a year, but may hold for shorter periods for the purpose of rebalancing a portfolio or meeting the cash needs of Clients. At times, MDRN Capital may also buy and sell positions that are more short-term in nature, depending on the goals of the Client and/or the fundamentals of the security, sector or asset class. Use of Independent Managers MDRN Capital will perform initial due diligence over each Independent Manager to ensure the investment strategy, performance, and overall cost is aligned with the Client’s investment objectives and overall best interests. The Advisor will conduct ongoing oversight and performance monitoring of each Independent Manager to ensure that their investment methods align with the above. B. Risk of Loss Investing in securities involves certain investment risks. Securities may fluctuate in value or lose value. Clients should be prepared to bear the potential risk of loss. MDRN Capital will assist Clients in determining an appropriate strategy based on their tolerance for risk and other factors noted above. However, there is no guarantee that a Client will meet their investment goals. While the methods of analysis help the Advisor in evaluating a potential investment, it does not guarantee that the investment will increase in value. Assets meeting the investment criteria utilized in these methods of analysis may lose value and may have negative investment performance. The Advisor monitors these economic indicators to determine if adjustments to strategic allocations are appropriate. More details on the Advisor’s review process are included below in Item 13 – Review of Accounts. Each Client engagement will entail a review of the Client's investment goals, financial situation, time horizon, tolerance for risk and other factors to develop an appropriate strategy for managing a Client's account. Client participation in this process, including full and accurate disclosure of requested information, is essential for the analysis of a Client's account[s]. The Advisor shall rely on the financial and other information provided by the Client or their designees without the duty or obligation to validate the accuracy and completeness of the provided information. It is the responsibility of the Client to inform the Advisor of any changes in financial condition, goals or other factors that may affect this analysis. The risks associated with a particular strategy are provided to each Client in advance of investing Client accounts. The Advisor will work with each Client to determine their tolerance for risk as part of the portfolio construction process. Following are some of the risks associated with the Advisor’s investment strategies: Market Risks The value of a Client’s holdings may fluctuate in response to events specific to companies or markets, as well as economic, political, or social events in the U.S. and abroad. This risk is linked to the performance of the overall financial markets.

Mutual Fund Risks The performance of mutual funds is subject to market risk, including the possible loss of principal. The price of the mutual funds will fluctuate with the value of the underlying securities that make up the funds. The price of a mutual fund is typically set daily therefore a mutual fund purchased at one point in the day will typically have the same price as a mutual fund purchased earlier or later that same day. Equity (Stock) Risks Common stocks are susceptible to general stock market fluctuations and to volatile increases or decreases in value as market confidence in and perceptions of their issuers change. If an investor held common stock or common stock equivalents of any given issuer, they may be exposed to greater risk than if they held preferred stocks and debt obligations of the issuer. Preferred stocks can be affected by interest rate and liquidity risks (described in adjacent paragraphs). Also note that their dividend payment is not guaranteed; some are subject to a call provision, meaning the issuer can redeem its preferred shares on demand, and usually when interest rates have fallen. ETF Risks The performance of ETFs is subject to market risk, including the possible loss of principal. The price of the ETFs will fluctuate with the price of the underlying securities that make up the funds. In addition, ETFs have a trading risk based on the loss of cost efficiency if the ETFs are traded actively and a liquidity risk if the ETFs has a large bid-ask spread and low trading volume. The price of an ETF fluctuates based upon the market movements and may dissociate from the index being tracked by the ETF or the price of the underlying investments. An ETF purchased or sold at one point in the day may have a different price than the same ETF purchased or sold a short time later. Bond Risks Bonds are subject to specific risks, including the following: (1) interest rate risks, i.e. the risk that bond prices will fall if interest rates rise, and vice versa, the risk depends on two things, the bond's time to maturity, and the coupon rate of the bond. (2) reinvestment risk, i.e. the risk that any profit gained must be reinvested at a lower rate than was previously being earned, (3) inflation risk, i.e. the risk that the cost of living and inflation increase at a rate that exceeds the income investment thereby decreasing the investor’s rate of return, (4) credit default risk, i.e. the risk associated with purchasing a debt instrument which includes the possibility of the company defaulting on its repayment obligation, (5) rating downgrades, i.e. the risk associated with a rating agency’s downgrade of the company’s rating which impacts the investor’s confidence in the company’s ability to repay its debt and (6) Liquidity Risks, i.e. the risk that a bond may not be sold as quickly as there is no readily available market for the bond. Independent Manager Risks The Advisor may select certain Independent Managers to manage a portion of the Client’s portfolio. The Advisor will conduct due diligence, monitor the performance and adherence to the investment mandates and objectives on the selected Independent Managers. However, the Advisor will not have an active role in the day-to-day management of this portion of the Client’s portfolio. A failure by an Independent Managers to achieve its investment objectives could result in a negative impact on the Client’s overall investment portfolio. Past performance is not a guarantee of future returns. Investing in securities and other investments involve a risk of loss that each Client should understand and be willing to bear. Clients are reminded to discuss these risks with the Advisor.

MDRN Capital offers wealth management services to individuals, high net worth individuals, trusts, estates, businesses, and retirement plans. MDRN Capital generally does not impose a minimum relationship size.

MDRN Capital does not charge performance-based fees for its wealth management services. The fees charged by MDRN Capital are as described in Item 5 above and are not based upon the capital appreciation of the funds or securities held by any Client. MDRN Capital does not manage any proprietary investment funds or limited partnerships (for example, a mutual fund or a hedge fund) and has no financial incentive to recommend any particular investment options to its Clients.

MDRN Insurance LLC As noted in Item 5.E, MDRN Insurance is affiliated and under common control as MDRN Capital. Certain Advisory Persons are also licensed as an independent insurance professionals of MDRN Insurance. As an independent insurance professionals, Advisory Persons may earn commission-based compensation for selling insurance products, including insurance products sold to Clients. Insurance commissions earned by Advisory Persons are separate and in addition to advisory fees. This practice presents a conflict of interest as Advisory Persons have an incentive to recommend insurance products to the Client. Additionally, when you purchase insurance products, the insurance carrier is responsible for assessing whether such purchases meet the best interest standard. Clients are under no obligation, contractually or otherwise, to purchase insurance products through MDRN Insurance or Advisory Persons. Use of Independent Managers As noted in Item 4, the Advisor may implement all or a portion of a Client’s investment portfolio with one or more Independent Managers. The Advisor does not receive any compensation nor does this present a material conflict of interest. The Advisor will only earn its investment advisory fee as described in Item 5.A.

A. Code of Ethics MDRN Capital has implemented a Code of Ethics (the “Code”) that defines the Advisor’s fiduciary commitment to each Client. This Code applies to all persons associated with MDRN Capital (“Supervised Persons”). The Code was developed to provide general ethical guidelines and specific instructions regarding the Advisor’s duties to each Client. MDRN Capital and its Supervised Persons owe a duty of loyalty, fairness and good faith towards each Client. It is the obligation of MDRN Capital’s Supervised Persons to adhere not only to the specific provisions of the Code, but also to the general principles that guide the Code. The Code covers a range of topics that address employee ethics and conflicts of interest. To request a copy of the Code, please contact the Advisor at 410-533-9966 or via email at joshuamaly@mdrncapital.com. B. Personal Trading with Material Interest MDRN Capital allows Supervised Persons to purchase or sell the same securities that may be recommended to and purchased on behalf of Clients. MDRN Capital does not act as principal in any transactions. In addition, the Advisor does not act as the general partner of a fund, or advise an investment company. MDRN Capital does not have a material interest in any securities traded in Client accounts. C. Personal Trading in Same Securities as Clients MDRN Capital allows Supervised Persons to purchase or sell the same securities that may be recommended to and purchased on behalf of Clients. Owning the same securities that are recommended (purchase or sell) to Clients presents a conflict of interest that, as fiduciaries, must be disclosed to Clients and mitigated through policies and procedures. As noted above, the Advisor has adopted the Code to address insider trading (material non-public information controls); gifts and entertainment; outside business activities and personal securities reporting. When trading for personal accounts, Supervised Persons have a conflict of interest if trading in the same securities. The fiduciary duty to act in the best interest of its Clients can be violated if personal trades are made with more advantageous terms than Client trades, or by trading based on material non-public information. This risk is mitigated by MDRN Capital requiring reporting of personal securities trades by its Supervised Persons for review by the Chief Compliance Officer (“CCO”). The Advisor has also adopted written policies and procedures to detect the misuse of material, non-public information. D. Personal Trading at Same Time as Client While MDRN Capital allows Supervised Persons to purchase or sell the same securities that may be recommended to and purchased on behalf of Clients, such trades are typically aggregated with Client orders or traded afterwards. At no time will MDRN Capital, or any Supervised Person of MDRN Capital, transact in any security to the detriment of any Client.

A. Recommendation of Custodian[s] MDRN Capital does not have discretionary authority to select the broker-dealer/custodian for custody and execution services. The Client will engage the broker-dealer/custodian (herein the "Custodian") to safeguard Client assets and authorize MDRN Capital to direct trades to the Custodian as agreed upon in the investment advisory agreement. Further, MDRN Capital does not have the discretionary authority to negotiate commissions on behalf of Clients on a trade-by-trade basis. Where MDRN Capital does not exercise discretion over the selection of the Custodian, it may recommend the Custodian to Clients for custody and execution services. Clients are not obligated to use the recommended Custodian and will not incur any extra fee or cost from the Advisor associated with using a custodian not recommended by MDRN Capital. However, the Advisor may be limited in the services it can provide if the recommended Custodian is not engaged. MDRN Capital may recommend the Custodian based on criteria such as, but not limited to, best execution, reasonableness of commissions charged to the Client, services made available to the Client, and its reputation and/or the location of the Custodian’s offices. MDRN Capital will generally recommend that Clients establish their account[s] at Altruist Financial LLC (“Altruist”), a FINRA-registered broker-dealer and member SIPC. Altruist will serve as the Client’s “qualified custodian”. MDRN Capital maintains an institutional relationship with Altruist, whereby the Advisor receives economic benefits. Access to the Altruist platform is provided at no charge to the Advisor. The Advisor receives access to software and related support without cost because the Advisor renders investment management services to Clients that maintain assets at Altruist The software and related systems support may benefit the Advisor, but not its Clients directly. In fulfilling its duties to its Clients, the Advisor endeavors at all times to put the interests of its Clients first. Clients should be aware, however, that the receipt of economic benefits from a Custodian creates a conflict of interest since these benefits may influence the Advisor’s recommendation of this Custodian over one that does not furnish similar software, systems support, or services. Following are additional details regarding the brokerage practices of the Advisor: 1. Soft Dollars - Soft dollars are revenue programs offered by broker-dealers/custodians whereby an advisor enters into an agreement to place security trades with a broker-dealer/custodian in exchange for research and other services. MDRN Capital does not participate in soft dollar programs sponsored or offered by any brokerdealer/custodian. However, the Advisor receives certain economic benefits from the Custodian. Please see Item 14 below. 2. Brokerage Referrals - MDRN Capital does not receive any compensation from any third party in connection with the recommendation for establishing an account. 3. Directed Brokerage - All Clients are serviced on a “directed brokerage basis”, where MDRN Capital will place trades within the established account[s] at the Custodian designated by the Client. Further, all Client accounts are traded within their respective account[s]. The Advisor will not engage in any principal transactions (i.e., trade of any security from or to the Advisor’s own account) or cross transactions with other Client accounts (i.e., purchase of a security into one Client account from another Client’s account[s]). MDRN Capital will not be obligated to select competitive bids on securities transactions and does not have an obligation to seek the lowest available transaction costs. These costs are determined by the Custodian. Please note that the Advisor has an incentive to select or recommend Altruist based on the Advisor’s interest in receiving the research or other products or services, rather than on the Client’s interest of the benefits received through the institutional relationship with Altruist. The Advisor will conduct on an at least annual basis a best execution review to ensure that the recommended Custodian is best for Clients.

B. Aggregating and Allocating Trades The primary objective in placing orders for the purchase and sale of securities for Client accounts is to obtain the most favorable net results taking into account such factors as 1) price, 2) size of the order, 3) difficulty of execution, 4) confidentiality and 5) skill required of the Custodian. MDRN Capital will execute its transactions through the Custodian as authorized by the Client. MDRN Capital may aggregate orders in a block trade or trades when securities are purchased or sold through the Custodian for multiple (discretionary) accounts in the same trading day. If a block trade cannot be executed in full at the same price or time, the securities actually purchased or sold by the close of each business day must be allocated in a manner that is consistent with the initial pre-allocation or other written statement. This must be done in a way that does not consistently advantage or disadvantage any particular Clients’ accounts.

A. Compensation Received by MDRN Capital MDRN Capital is a fee-based advisory firm, that is compensated solely by its Clients and not from any investment product. MDRN Capital does not receive commissions or other compensation from product sponsors, broker-dealers or any un-related third party. MDRN Capital may refer Clients to various unaffiliated, non-advisory professionals (e.g. attorneys, accountants, estate planners) to provide certain financial services necessary to meet the goals of its Clients. Likewise, MDRN Capital may receive non-compensated referrals of new Clients from various third-parties. As noted in Item 5.E, MDRN Insurance is affiliated and under common control as MDRN Capital. Certain Advisory Persons are also licensed as an independent insurance professional of MDRN Insurance. Advisory Persons, acting in their separate capacities as insurance agents for either MDRN Insurance or outside insurance organizations, receive commissions and other incentive awards for the recommendation/sale of annuities and other insurance products. The receipt of commissions and additional compensation itself creates a conflict of interest. Due to the nonfiduciary capacity the Advisory Persons are acting in as insurance agents outside of an advisory recommendation, this can impact the insurance products they select when making recommendations. Please see Item 5.E for additional information.

Participation in Institutional Advisor Platform MDRN Capital has established an institutional relationship with Altruist to assist the Advisor in managing Client account[s]. Access to the Altruist platform is provided at no charge to the Advisor. The Advisor receives access to software and related support without cost because the Advisor renders investment management services to Clients that maintain assets at Altruist The software and related systems support may benefit the Advisor, but not its Clients directly. In fulfilling its duties to its Clients, the Advisor endeavors at all times to put the interests of its Clients first. Clients should be aware, however, that the receipt of economic benefits from a Custodian creates a potential conflict of interest since these benefits may influence the Advisor’s recommendation of this Custodian over one that does not furnish similar software, systems support, or services. B. Compensation for Client Referrals The Advisor does not compensate, either directly or indirectly, any persons who are not supervised persons, for Client referrals.

There are no legal, regulatory or disciplinary events involving MDRN Capital or its owner. MDRN Capital values the trust Clients place in the Advisor. The Advisor encourages Clients to perform the requisite due diligence on any advisor or service provider that the Client engages. The backgrounds of the Advisor or Advisory Persons are available on the Investment Adviser Public Disclosure website at www.adviserinfo.sec.gov by searching with the Advisor’s firm name or CRD# 325950.

A. Frequency of Reviews Securities in Client accounts are monitored on a regular and continuous basis by Advisory Persons and periodically reviewed by Joshua Maly, Chief Compliance Officer of MDRN Capital. Investment advisory representatives will conduct formal reviews of Client accounts, financial plans, and Independent Managers at least annually or more frequently depending on the needs of the Client. B. Causes for Reviews In addition to the investment monitoring noted in Item 13.A., each Client account[s], financial plan, or Independent Managers shall be reviewed at least annually. Reviews of Client accounts, financial plans and Independent Managers may be conducted more frequently at the Client’s request. Accounts may be reviewed as a result of major changes in economic conditions, known changes in the Client’s financial situation, and/or large deposits or withdrawals in the Client’s account[s]. The Client is encouraged to notify MDRN Capital if changes occur in the Client’s personal financial situation that might adversely affect the Client’s investment plan. Additional reviews may be triggered by material market, economic or political events. C. Review Reports The Client will receive brokerage statements no less than quarterly from the Custodian. These brokerage statements are sent directly from the Custodian to the Client. The Client may also establish electronic access to the Custodian’s website so that the Client may view these reports and their account activity. Client brokerage statements will include all positions, transactions and fees relating to the Client’s account[s]. The Advisor may also provide Clients with monthly written reports communicated via email regarding their holdings, allocations, and performance.

The Advisor is authorized to deduct its fees from the Client’s account[s] at the Custodian. The Client must place all assets with a “qualified custodian”. The Client is required to engage the Custodian to retain all funds and securities and direct the Advisor to utilize that Custodian for security transactions in the account[s]. The Client should review statements provided by the Custodian, as the Custodian does not perform this review. For more information about custodians and brokerage practices, see Item 12 – Brokerage Practices.

MDRN Capital has discretion over the selection and amount of securities to be bought or sold, as well as the selection and implementation of Independent Managers in Client accounts without obtaining prior consent or approval from the Client. However, these purchases or sales may be subject to specified investment objectives, guidelines, or limitations previously set forth by the Client and agreed to by MDRN Capital. Discretionary authority will only be authorized upon full disclosure to the Client. The granting of such authority will be evidenced by the Client's execution of an investment advisory agreement containing all applicable limitations to such authority. All discretionary trades made by MDRN Capital will be in accordance with each Client's investment objectives and goals.

MDRN Capital does not accept proxy-voting responsibility for any Client. Clients will receive proxy statements directly from the Custodian. The Advisor will assist in answering questions relating to proxies, however, the Client retains the sole responsibility for proxy decisions and voting.

Neither MDRN Capital, nor its management, have any adverse financial situations that would reasonably impair the ability of MDRN Capital to meet all obligations to its Clients. Neither MDRN Capital, nor any of its Advisory Persons, have been subject to a bankruptcy or financial compromise. MDRN Capital is not required to deliver a balance sheet along with this Disclosure Brochure as the Advisor does not collect advance fees of $1,200 or more for services to be performed six months or more in the future.

Privacy Policy Effective: February 11, 2026 Our Commitment to You MDRN Capital, LLC (“MDRN Capital” or the “Advisor”) is committed to safeguarding the use of personal information of our Clients (also referred to as “you” and “your”) that we obtain as your Investment Advisor, as described here in our Privacy Policy (“Policy”). Our relationship with you is our most important asset. We understand that you have entrusted us with your private information, and we do everything that we can to maintain that trust. MDRN Capital (also referred to as "we", "our" and "us”) protects the security and confidentiality of the personal information we have and implements controls to ensure that such information is used for proper business purposes in connection with the management or servicing of our relationship with you. MDRN Capital does not sell your non-public personal information to anyone. Nor do we provide such information to others except for discrete and reasonable business purposes in connection with the servicing and management of our relationship with you, as discussed below. Details of our approach to privacy and how your personal non-public information is collected and used are set forth in this Policy. Why you need to know? Registered Investment Advisors (“RIAs”) must share some of your personal information in the course of servicing your account. Federal and State laws give you the right to limit some of this sharing and require RIAs to disclose how we collect, share, and protect your personal information. What information do we collect from you? Driver’s license number

Date of birth

Social security or taxpayer identification number

Assets and liabilities

Name, address and phone number[s]

Income and expenses

E-mail address[es]

Investment activity

Account information (including other institutions)

Investment experience and goals

What Information do we collect from other sources? Custody, brokerage and advisory agreements Other advisory agreements and legal documents Transactional information with us or others

Account applications and forms Investment questionnaires and suitability documents Other information needed to service account

How do we protect your information? To safeguard your personal information from unauthorized access and use we maintain physical, procedural and electronic security measures. These include such safeguards as secure passwords, encrypted file storage and a secure office environment. Our technology vendors provide security and access control over personal information and have policies over the transmission of data. Our associates are trained on their responsibilities to protect Client’s personal information. We require third parties that assist in providing our services to you to protect the personal information they receive from us.

How do we share your information? An RIA shares Client personal information to effectively implement its services. In the section below, we list some reasons we may share your personal information. Basis For Sharing

Do we share?

Servicing our Clients We may share non-public personal information with non-affiliated third parties (such as administrators, brokers, custodians, regulators, credit agencies, other financial institutions) as necessary for us to provide agreed Yes upon services to you, consistent with applicable law, including but not limited to: processing transactions; general account maintenance; responding to regulators or legal investigations; and credit reporting. Marketing Purposes MDRN Capital does not disclose, and does not intend to disclose, personal information with non-affiliated third parties to offer you services. Certain laws may give us the right to share your personal information with financial No institutions where you are a customer and where MDRN Capital or the client has a formal agreement with the financial institution. We will only share information for purposes of servicing your accounts, not for marketing purposes. Authorized Users Your non-public personal information may be disclosed to you and persons Yes that we believe to be your authorized agent[s] or representative[s]. Information About Former Clients MDRN Capital does not disclose and does not intend to disclose, nonNo public personal information to non-affiliated third parties with respect to persons who are no longer our Clients.

Can you limit?

No

Not Shared

Yes

Not Shared

Changes to our Privacy Policy We will send you a copy of this Policy annually for as long as you maintain an ongoing relationship with us. Periodically we may revise this Policy and will provide you with a revised Policy if the changes materially alter the previous Privacy Policy. We will not, however, revise our Privacy Policy to permit the sharing of non-public personal information other than as described in this notice unless we first notify you and provide you with an opportunity to prevent the information sharing. Any Questions? You may ask questions or voice any concerns, as well as obtain a copy of our current Privacy Policy by contacting us at 410-533-9966 or via email at joshuamaly@mdrncapital.com.