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FORM ADV Part 3 – Client Relationship Summary

FORM ADV Part 3 Client Relationship Summary
Date: 4/27/2026


Item 1: Introduction
Nicholas Wealth Management, LLC is an investment adviser registered with the Securities and Exchange commission offering advisory accounts and services. Brokerage and investment advisory services and fees differ, and it is important that you understand the differences. This document gives you a summary of the types of services and fees we offer. Please visit www.investor.gov/CRS for free, simple tools to research firms and financial professionals, as well as educational materials about broker-dealers, investment advisers, and investing.


Item 2: Relationships and Services

Questions to ask us: Given my financial situation, should I choose an investment advisory service? Why or
why not? How will you choose investments to recommend to me? What is your relevant experience,
including your licenses, education, and other qualifications? What do these qualifications mean?


What investment services and advice can you provide me? Our firm primarily offers the following investment advisory services to retail clients: portfolio management via a wrap fee program (we review your portfolio, investment strategy, and investments); financial planning (we assess your financial situation and provide advice to meet your goals). As part of our standard services, we typically monitor client accounts on an annual basis. Our firm offers both discretionary advisory services (where our firm makes the decision regarding the purchase or sale of investments) as well as non-discretionary services (where the retail investor makes the ultimate decision). We limit the types of investments that are recommended since not every type of investment vehicle is needed to create an appropriate portfolio. We do offer proprietary ETFs and may recommend them for some clients. Because we manage these proprietary ETFs, we have a financial incentive to recommend them, which creates a conflict of interest. Some investment strategies may include exposure to digital assets or digital-asset-related investments (for example, through exchange-traded products). These investments involve additional risks and may not be appropriate for all investors. Our minimum account size is $500,000. Please also see our Form ADV Part 2A (“Brochure”), specifically Items 4 & 7.

Item 3: Fees, Costs, Conflicts, and Standard of Conduct
Questions to ask us: Help me understand how these fees and costs might affect my investments. If I give
you $10,000 to invest, how much will go to fees and costs, and how much will be invested for me? How
might your conflicts of interest affect me, and how will you address them?


What fees will I pay?
Our fees vary depending on the services you receive. Additionally, the amount of assets in your account affects our advisory fee; the more assets you have in your advisory account, the more you will pay us and thus we have an incentive to increase those assets in order to increase our fee. The annual fee is generally based on a percentage of assets under management as determined by the custodian and pursuant to the above standard fee schedule. They are computed on the custodian’s reported valuation of assets under management on the last day of the month after taking into account deposits and withdrawals, and automatically debited from the client’s account. The only exception are fees for the selection of Stewardship Partners, LLC as third-party adviser that are withdrawn directly from the client's accounts with client's written authorization and are paid quarterly in advance. You pay our fees even if you do not have any transactions and the advisory fee paid to us generally does not vary based on the type of investments selected. Please also see Items 4, 5, 6, 7 & 8 of our Brochure.

Some investments (e.g., mutual funds, variable annuities, etc.) impose additional fees (e.g., transactional fees and product-level fees) that reduce the value of your investment over time. The same goes for any additional fees you pay to a custodian. For the wrap fee program, you will not typically pay additional transaction fees and thus our advisory fee is higher than if you paid transaction fees separately. You will pay fees and costs whether you make or lose money on your investments. Fees and costs will reduce any amount of money you make on your investments over time. Please make sure you understand what fees and costs you are paying. Please also see our Brochure for additional details.

What are your legal obligations to me when acting as my investment adviser? How else does your firm make money and what conflicts of interest do you have?

When we act as your investment adviser, we have to act in your best interest and not put our interest ahead of yours. At the same time, the way we make money creates some conflicts with your interests. You should understand and ask us about these conflicts because they can affect the investment advice we provide you. Here are some examples to help you understand what this means:

  • Our financial professionals can receive commissions and therefore have an incentive to recommend products that provide them or us additional compensation over those that do not
  • For AUM fees, the more assets you have in your advisory account, the more you will pay us and thus we have an incentive to increase those assets in order to increase our fee
  • For hourly fees, each additional hour we spend working for you would increase the advisory fee and thus we have an incentive for you to agree to have us complete more work for you
  • We offer proprietary ETFs. If we recommend that you invest in a proprietary ETF, you will pay both our advisory fee and the ETF’s internal fees and expenses (expense ratio). This results in layered fees. Because we receive compensation at both the advisory firm level and the fund level, we have an incentive to recommend our proprietary ETFs over other investments.
  • If we recommend that you roll over assets from an employer retirement plan into an IRA that we manage, we will earn advisory fees on those assets. This creates an incentive for us to recommend a rollover.
  • Some of our financial professionals are also licensed insurance agents and may receive commissions if you purchase insurance or annuity products. This creates an incentive to recommend those products.
  • We receive non-cash benefits from certain business partners (such as marketing support, technology, and practice management resources). These benefits create an incentive for us to recommend certain service providers or investment solutions.


How do your financial professionals make money?
Primarily, we and our financial professionals receive cash compensation from the advisory services we provide to you because of the advisory fees we receive from you. This compensation may vary based on different factors, such as those listed above in this Item. Our financial professionals also have the ability to receive commissions from clients and therefore have an incentive to recommend products that provide them or us additional compensation over those that do not. Additionally, we recommend investments in which our related persons (e.g., a financial professional with our firm) have a proprietary interest. Thus we are incentivized to have you invest in those investments since our related persons receive added compensation from those investments. Moreover, we receive compensation from third parties for recommending certain investments and thus have an incentive to recommend those investments over other choices. If we recommend that you use a third-party investment manager, you will typically pay both our advisory fee and the third-party manager’s fee. Because we manage your portfolio in a wrap fee program, we have an incentive to limit trading in your account and to favor asset types that do not have a transaction fee in order to minimize trading expenses that we would have to normally pay out of our management fee. Please also see Item 10 of our Brochure for additional details.


Item 4: Disciplinary History

Questions to ask us
: As a financial professional, do you have any disciplinary history? For what type of
conduct?

Do you or your financial professionals have legal or disciplinary history?
No. None of NWM’s financial professionals have a legal or disciplinary history. Visit https://www.investor.gov/ for a free, simple search tool to research us and our financial professionals.

Item 5: Additional Information
Questions to ask us
: Who is my primary contact person? Is he or she a representative of an investment
adviser or a broker-dealer? Who can I talk to if I have concerns about how this person is treating me?

For additional information on our advisory services, see our Brochure available at https://adviserinfo.sec.gov/fi... and any individual brochure supplement your representative provides. If you have any questions, need additional information, or want another copy of this Client Relationship Summary, then please contact us at 404-890-5606.

Exhibit A: Material Changes

  • We have added information regarding the conflicts we have.