04/13/2026 | Press release | Distributed by Public on 04/13/2026 11:50
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM N-CSR
CERTIFIED SHAREHOLDER REPORT OF REGISTERED MANAGEMENT
INVESTMENT COMPANIES
| Investment Company Act file number | 811-22718 |
| Two Roads Shared Trust |
| (Exact name of registrant as specified in charter) |
| 225 Pictoria Drive, Suite 450, Cincinnati, Ohio | 45246 |
| (Address of principal executive offices) | (Zip code) |
| The Corporation Trust Company |
| 1209 Orange Street, Wilmington, DE 19801 |
| (Name and address of agent for service) |
| Registrants telephone number, including area code: | 631-490-4300 |
| Date of fiscal year end: | 1/31 |
| Date of reporting period: | 1/31/2026 |
Item 1. Reports to Stockholders.
| (a) |
Regents Park Hedged Market Strategy ETF
(RPHS) Cboe BZX Exchange, Inc.
Annual Shareholder Report - January 31, 2026
This annual shareholder report contains important information about Regents Park Hedged Market Strategy ETF for the period of February 1, 2025 to January 31, 2026. You can find additional information about the Fund at https://regentsparkfunds.com/our-funds/regents-park-hedged-market-strategy-etf/?cb=2099. You can also request this information by contacting us at 1-866-866-4848. This report describes changes to the Fund that occurred during the reporting period.
(based on a hypothetical $10,000 investment)
|
Fund Name
|
Costs of a $10,000 investment
|
Costs paid as a percentage of a $10,000 investment
|
|
Regents Park Hedged Market Strategy ETF
|
$79
|
0.75%
|
For the annual period ending Jan 31, 2026, Regents Park Hedged Market Strategy ETF (the "Fund") generated a return of 9.67% (NAV) vs. the S&P 500 Total Return Index's return of 16.35%. Given the volatility observed in the markets over the performance period and the hedged nature of the Fund, the portfolio management team is satisfied with the Fund's performance. Returns for the year were primarily driven by the Fund's net long futures exposure and were further supplemented by the yield generated in the collateral portfolio. Throughout the period, the Fund's portfolio management team maintained a delta of between 33.81% and 102.82% with an average delta of 69.01%. The portfolio was and is positioned for another strong year in the equity markets, reflective of the portfolio management team's belief that the consumer and economy will continue to show resilience and corporate earnings will remain healthy. Lastly, the Fund holds several option positions that are intended to mitigate downside risk, which proved to be effective in periods of heightened volatility (i.e. Liberation Day, government shutdown, etc.).
|
Regents Park Hedged Market Strategy ETF - NAV
|
S&P 500® Index
|
|
|
Mar-2022
|
$10,000
|
$10,000
|
|
Jan-2023
|
$8,619
|
$8,981
|
|
Jan-2024
|
$9,667
|
$10,850
|
|
Jan-2025
|
$11,435
|
$13,713
|
|
Jan-2026
|
$12,541
|
$15,954
|
|
1 Year
|
Since Inception (March 30, 2022)
|
|
|
Regents Park Hedged Market Strategy ETF - NAV
|
9.67%
|
6.07%
|
|
S&P 500® Index
|
16.35%
|
12.93%
|
The Fund's past performance is not a good predictor of how the Fund will perform in the future. The graph and table do not reflect the deduction of taxes that a shareholder would pay on fund distributions or redemption of fund shares.
|
Value
|
Value
|
|
Corporate Bonds
|
36.4%
|
|
Purchased Options
|
0.7%
|
|
U.S. Government & Agencies
|
62.9%
|
|
Net Assets
|
$50,928,050
|
|
Number of Portfolio Holdings
|
33
|
|
Advisory Fee
|
$391,385
|
|
Portfolio Turnover
|
65%
|
|
Holding Name
|
% of Net Assets
|
|
United States Treasury Bill
|
47.5%
|
|
Southern Company (The)
|
2.3%
|
|
Air Canada
|
2.0%
|
|
Ally Financial, Inc.
|
1.9%
|
|
Charles Schwab Corporation (The)
|
1.5%
|
|
Nissan Motor Acceptance Corporation
|
1.4%
|
|
General Motors Financial Company, Inc.
|
1.4%
|
|
CenterPoint Energy, Inc.
|
1.3%
|
|
Teva Pharmaceutical Finance Netherlands III BV
|
1.3%
|
|
Ford Motor Credit Company, LLC
|
1.3%
|
|
Value
|
Value
|
|
Other Assets in Excess of Liabilities
|
24.5%
|
|
Energy
|
0.3%
|
|
Purchased Options
|
0.5%
|
|
Communications
|
0.5%
|
|
Health Care
|
2.3%
|
|
Industrials
|
3.2%
|
|
Utilities
|
4.9%
|
|
Consumer Discretionary
|
7.1%
|
|
Financials
|
9.2%
|
|
U.S. Treasury Obligations
|
47.5%
|
This is a summary of certain changes to the fund since January 1, 2026 For more complete information, you may review the Fund's prospectus dated May 31, 2025 at (https://regentsparkfunds.com/our-funds/regents-park-hedged-marketstrategy-etf/?cb=2099), or 1-866-866-4848.
On January 20, 2026, the Board of Trustees of the Two Roads Shared Trust approved an Agreement and Plan of Reorganization (the "Plan") pursuant to which each of the Fund, Anfield Enhanced Market Strategy ETF, Regents Park Hedged Market Strategy ETF, Anfield U.S. Equity Sector Rotation ETF, Anfield Universal Fixed Income ETF, and Anfield Dynamic Fixed Income ETF (each an "Existing Fund") will reorganize into a corresponding newly created series (each an "Acquiring Fund") of Horizon Funds (each a "Reorganization" and collectively, the "Reorganizations"). The Existing Funds are managed by Anfield Capital Management, LLC ("Anfield") or Regents Park Funds, LLC ("Regents Park"), affiliated investment advisers owned by Anfield Group, LLC. Regents Park serves as the investment adviser and Anfield serves as the investment sub-adviser to the Fund. Anfield and Regents Park, together with Anfield Group, LLC and certain other related persons, entered into an asset purchase agreement with Horizon Investments, LLC ("Horizon"), pursuant to which Horizon will acquire certain assets of Regents Park and Anfield that relate to Regents Park's and Anfield's management and operation of the Existing Funds (the "Transaction"). The Transaction is subject to the satisfaction of certain closing conditions (including approval of the Reorganizations by the Existing Funds' shareholders). There is no assurance that the Transaction will be consummated as contemplated or that the necessary closing conditions will be satisfied. Horizon will serve as the investment adviser to each of the Acquiring Funds following the Reorganizations. The corresponding Acquiring Fund with respect to the Fund will have the same or substantially the same investment objective and will be managed by the same portfolio managers. The Reorganizations with respect to each of the Existing Funds are expected to close in first half of 2026, subject to the fulfillment of closing conditions, including the approval of the Plan with respect to each of the Existing Funds by its respective shareholders. There is no assurance that the shareholders of the Existing Funds will approve the Reorganizations.
Regents Park Hedged Market Strategy ETF
Annual Shareholder Report - January 31, 2026
Additional information is available on the Fund's website (https://regentsparkfunds.com/our-funds/regents-park-hedged-market-strategy-etf/?cb=2099), including its:
Prospectus
Financial information
Holdings
Proxy voting information
TSR-AR 013126-RPHS
| (b) | Not applicable. |
Item 2. Code of Ethics.
| (a) | The registrant has, as of the end of the period covered by this report, adopted a code of ethics that applies to the registrants principal executive officer, principal financial officer, and principal accounting officer or controller, or persons performing similar functions, regardless of whether these individuals are employed by the registrant or a third party. |
| (b) | Not applicable. |
| (c) | During the period covered by this report, there were no amendments to any provision of the code of ethics. |
| (d) | During the period covered by this report, there were no waivers or implicit waivers of a provision of the code of ethics. |
| (e) | Not applicable. |
| (f) | See Item 19(a)(1) |
Item 3. Audit Committee Financial Expert.
(a)(1) The Registrants Board of Trustees has determined that the registrant has at least one audit committee financial expert serving on the audit committee.
(a)(2) Mark Gersten and Neil M. Kaufman are audit committee financial experts, as defined in Item 3 of Form N-CSR. Mr. Gersten and Mr. Kaufman are independent for purposes of this Item.
(a)(3) Not applicable.
Item 4. Principal Accountant Fees and Services.
| (a) | Audit Fees. The aggregate fees billed for each of the last two fiscal years for professional services rendered by the registrants principal accountant for the audit of the registrants annual financial statements or services that are normally provided by the accountant in connection with statutory and regulatory filings or engagements for those fiscal years are as follows: |
2026 $18,400
2025 $18,400
| (b) | Audit-Related Fees. There were no fees billed in each of the last two fiscal years for assurances and related services by the principal accountant that are reasonably related to the performance of the audit of the registrants financial statements and are not reported under paragraph (a) of this Item. |
| (c) | Tax Fees - The aggregate fees billed in each of the last two fiscal years for professional services rendered by the principal accountant for tax compliance are as follows: |
2026 $4,430
2025 $4,430
Preparation of Federal & State income tax returns, assistance with calculation of required income, capital gain and excise distributions and preparation of Federal excise tax returns.
| (d) | All Other Fees. The aggregate fees billed in each of the last two fiscal years for products and services provided by the registrants principal accountant, other than the services reported in paragraphs (a) through (c) of this item were $0 and $0 for the fiscal years ended January 31, 2026 and 2025 respectively. |
| (e)(1) | The audit committee does not have pre-approval policies and procedures. Instead, the audit committee or audit committee chairman (subject to ratification by the Audit Committee) approves on a case-by-case basis each audit or non-audit service before the principal accountant is engaged by the registrant to render such audit or non-audit service. |
| (e)(2) | There were no services described in each of paragraphs (b) through (d) of this Item that were approved by the audit committee pursuant to paragraph (c)(7)(i)(C) of Rule 2-01 of Regulation S-X. |
| (f) | Not applicable. |
| (g) | All non-audit fees billed by the registrants principal accountant for services rendered to the registrant for the fiscal years ended January 31, 2026, and 2025, respectively are disclosed in (b)-(d) above. There were no audit or non-audit services performed by the registrants principal accountant for the registrants adviser. |
| (h) | Not applicable. |
| (i) | Not applicable. |
| (j) | Not applicable. |
Item 5. Audit Committee of Listed Registrants.
The registrant is an issuer as defined in Rule 10A-3 under the Securities Exchange Act of 1934, as amended (the Exchange Act) and has a separately-designated standing audit committee established in accordance with Section 3(a)(58)(A) of the Exchange Act. The registrants audit committee members are Mark Garbin, Mark Gersten, Neil M. Kaufman and Anita K. Krug.
Item 6. Investments.
| (a) | The Registrants schedule of investments in unaffiliated issuers is included in the Financial Statements under Item 7 of this form. |
| (b) | Not applicable. |
Item 7. Financial Statements and Financial Highlights for Open-End Management Investment Companies.
| (a) | Long Form Financial Statements |
| Regents Park Hedged Market Strategy ETF |
| January 31, 2026 |
| Annual Financial Statements |
| and |
| Additional Information |
| Advised by: |
| Anfield Capital Management, LLC |
| 19900 MacArthur Blvd., Suite 655 |
| Irvine, CA 92612 |
| www.AnfieldFunds.com |
| Distributed by Northern Lights Distributors, LLC |
| Member FINRA |
| REGENTS PARK HEDGED MARKET STRATEGY ETF |
| SCHEDULE OF INVESTMENTS |
| January 31, 2026 |
| Principal | Coupon Rate | |||||||||||||
| Amount ($) | Spread | (%) | Maturity | Fair Value | ||||||||||
| CORPORATE BONDS - 27.5% | ||||||||||||||
| ASSET MANAGEMENT - 3.7% | ||||||||||||||
| 625,000 | Bain Capital Specialty Finance, Inc. | 2.9500 | 03/10/26 | $ | 623,386 | |||||||||
| 800,000 | Charles Schwab Corporation (The)(a) | H15T5Y + 3.168% | 4.0000 | Perpetual | 796,981 | |||||||||
| 500,000 | FS KKR Capital Corporation | 3.1250 | 10/12/28 | 461,651 | ||||||||||
| 1,882,018 | ||||||||||||||
| AUTOMOTIVE - 5.9% | ||||||||||||||
| 500,000 | Ford Motor Credit Company, LLC | 6.9500 | 03/06/26 | 500,866 | ||||||||||
| 650,000 | Ford Motor Credit Company, LLC | 2.7000 | 08/10/26 | 644,896 | ||||||||||
| 63,000 | General Motors Financial Company, Inc. | 4.0000 | 10/06/26 | 63,014 | ||||||||||
| 730,000 | General Motors Financial Company, Inc.(a) | H15T5Y + 4.997% | 5.7000 | Perpetual | 733,032 | |||||||||
| 325,000 | Nissan Motor Acceptance Company, LLC(b) | 6.9500 | 09/15/26 | 329,480 | ||||||||||
| 741,000 | Nissan Motor Acceptance Corporation(b) | 2.0000 | 03/09/26 | 738,196 | ||||||||||
| 3,009,484 | ||||||||||||||
| BANKING - 3.6% | ||||||||||||||
| 250,000 | BNP Paribas S.A.(a),(b) | H15T5Y + 3.196% | 4.6250 | Perpetual | 250,013 | |||||||||
| 500,000 | Citigroup, Inc.(a) | H15T5Y + 3.417% | 3.8750 | Perpetual | 499,401 | |||||||||
| 320,000 | Citizens Financial Group, Inc.(a) | H15T5Y + 3.215% | 4.0000 | Perpetual | 318,260 | |||||||||
| 500,000 | KeyBank N.A. | 3.4000 | 05/20/26 | 499,232 | ||||||||||
| 300,000 | M&T Bank Corporation(a) | H15T5Y + 2.679% | 3.5000 | Perpetual | 294,816 | |||||||||
| 1,861,722 | ||||||||||||||
| BIOTECH & PHARMA - 2.3% | ||||||||||||||
| 658,000 | Teva Pharmaceutical Finance Netherlands III BV | 3.1500 | 10/01/26 | 653,104 | ||||||||||
| 500,000 | Teva Pharmaceutical Finance Netherlands III BV | 4.7500 | 05/09/27 | 500,371 | ||||||||||
| 1,153,475 | ||||||||||||||
| COMMERCIAL SUPPORT SERVICES - 0.3% | ||||||||||||||
| 150,000 | Aramark Services, Inc.(b) | 5.0000 | 02/01/28 | 150,000 | ||||||||||
| ELECTRIC UTILITIES - 4.9% | ||||||||||||||
| 400,000 | American Electric Power Company, Inc.(a) | H15T5Y + 2.675% | 3.8750 | 02/15/62 | 394,444 | |||||||||
| 650,000 | CenterPoint Energy, Inc.(a) | H15T5Y + 3.254% | 7.0000 | 02/15/55 | 681,864 | |||||||||
| 275,000 | CMS Energy Corporation(a) | H15T5Y + 4.116% | 4.7500 | 06/01/50 | 271,887 | |||||||||
| 1,159,000 | Southern Company (The)(a) | H15T5Y + 2.915% | 3.7500 | 09/15/51 | 1,154,602 | |||||||||
| 2,502,797 | ||||||||||||||
See accompanying notes which are an integral part of these financial statements.
1
| REGENTS PARK HEDGED MARKET STRATEGY ETF |
| SCHEDULE OF INVESTMENTS (Continued) |
| January 31, 2026 |
| Principal | Coupon Rate | |||||||||||||
| Amount ($) | Spread | (%) | Maturity | Fair Value | ||||||||||
| CORPORATE BONDS - 27.5% (Continued) | ||||||||||||||
| ENTERTAINMENT CONTENT - 0.5% | ||||||||||||||
| 250,000 | Univision Communications, Inc.(b) | 4.5000 | 05/01/29 | $ | 238,894 | |||||||||
| LEISURE FACILITIES & SERVICES - 1.2% | ||||||||||||||
| 400,000 | Caesars Entertainment, Inc.(b) | 4.6250 | 10/15/29 | 384,209 | ||||||||||
| 270,000 | Penn National Gaming, Inc.(b) | 4.1250 | 07/01/29 | 250,741 | ||||||||||
| 634,950 | ||||||||||||||
| OIL & GAS PRODUCERS - 0.3% | ||||||||||||||
| 150,000 | Enbridge, Inc.(a) | TSFR3M + 3.680% | 5.5000 | 07/15/77 | 149,843 | |||||||||
| SPECIALTY FINANCE - 1.9% | ||||||||||||||
| 1,000,000 | Ally Financial, Inc.(a) | H15T7Y + 3.481% | 4.7000 | Perpetual | 958,812 | |||||||||
| TRANSPORTATION & LOGISTICS - 2.9% | ||||||||||||||
| 1,000,000 | Air Canada(b) | 3.8750 | 08/15/26 | 996,822 | ||||||||||
| 458,333 | Delta Air Lines Inc / SkyMiles IP Ltd.(b) | 4.7500 | 10/20/28 | 461,993 | ||||||||||
| 1,458,815 | ||||||||||||||
| TOTAL CORPORATE BONDS (Cost $13,805,520) | 14,000,810 | |||||||||||||
| Principal | Coupon Rate | |||||||||||||
| Amount ($) | (%) | Maturity | Fair Value | |||||||||||
| U.S. GOVERNMENT & AGENCIES - 47.4% | ||||||||||||||
| U.S. TREASURY BILLS - 47.4% | ||||||||||||||
| 24,250,000 | United States Treasury Bill(c) | 3.4500 | 03/05/26 | 24,174,627 | ||||||||||
| TOTAL U.S. GOVERNMENT & AGENCIES (Cost $24,170,035) | 24,174,627 | |||||||||||||
| Contracts(d) | Broker/Counterparty | Expiration Date | Exercise Price | Notional Value | Fair Value | |||||||||||||
| INDEX OPTIONS PURCHASED - 0.6% | ||||||||||||||||||
| CALL OPTIONS PURCHASED - 0.3% | ||||||||||||||||||
| 10 | S&P 500 INDEX | IB | 04/17/2026 | $ | 7,200 | $ | 7,200,000 | $ | 75,650 | |||||||||
| 10 | S&P 500 INDEX | IB | 03/20/2026 | 7,100 | 7,100,000 | 72,000 | ||||||||||||
| TOTAL CALL OPTIONS PURCHASED (Cost - $172,000) | 147,650 | |||||||||||||||||
See accompanying notes which are an integral part of these financial statements.
2
| REGENTS PARK HEDGED MARKET STRATEGY ETF |
| SCHEDULE OF INVESTMENTS (Continued) |
| January 31, 2026 |
| Contracts(d) | Broker/Counterparty | Expiration Date | Exercise Price | Notional Value | Fair Value | |||||||||||||
| INDEX OPTIONS PURCHASED - 0.6% (Continued) | ||||||||||||||||||
| PUT OPTIONS PURCHASED - 0.3% | ||||||||||||||||||
| 10 | S&P 500 INDEX | IB | 04/17/2026 | $ | 6,800 | $ | 6,800,000 | $ | 133,150 | |||||||||
| TOTAL PUT OPTIONS PURCHASED (Cost - $119,500) | ||||||||||||||||||
| TOTAL INDEX OPTIONS PURCHASED (Cost - $291,500) | 280,800 | |||||||||||||||||
| TOTAL INVESTMENTS - 75.5% (Cost $38,267,055) | $ | 38,456,237 | ||||||||||||||||
| OTHER ASSETS IN EXCESS OF LIABILITIES - 24.5% | 12,471,813 | |||||||||||||||||
| NET ASSETS - 100.0% | $ | 50,928,050 | ||||||||||||||||
| OPEN FUTURES CONTRACTS | ||||||||||||||
| Number of | Value and Unrealized | |||||||||||||
| Contracts | Open Long Futures Contracts | Expiration | Notional Amount(e) | Appreciation | ||||||||||
| 125 | CME E-Mini Standard & Poors 500 Index Future | 03/20/2026 | $ | 43,535,938 | $ | 462,913 | ||||||||
| TOTAL FUTURES CONTRACTS | ||||||||||||||
| (a) | Variable rate security; the rate shown represents the rate on January 31, 2026. |
| (b) | Security exempt from registration under Rule 144A or Section 4(2) of the Securities Act of 1933, as amended. The security may be resold in transactions exempt from registration, normally to qualified institutional buyers. As of January 31, 2026, the total market value of 144A securities is $3,800,348 or 7.5% of net assets. |
| (c) | Zero coupon bond. |
| (d) | Each option contract allows the holder of the option to purchase or sell 100 shares of the underlying security. |
| (e) | The amounts shown are the underlying reference notional amounts to stock exchange indices and equities upon which the fair value of the futures contracts held by the Fund are based. Notional values do not represent the current fair value of, and are not necessarily indicative of the future cash flows of the Funds futures contracts. Further, the underlying price changes in relation to the variables specified by the notional values affects the fair value of these derivative financial instruments. The notional values as set forth within this schedule do not purport to represent economic value at risk to the Fund. |
| B.V. | - Besloten Vennootschap |
| IB | - Interactive Broker |
| LLC | - Limited Liability Company |
| N.A. | - National Association |
| S.A. | - Société Anonyme |
| H15T5Y | US Treasury Yield Curve Rate T Note Constant Maturity 5 Year |
| H15T7Y | US Treasury Yield Curve Rate T Note Constant Maturity 7 Year |
| TSFR3M | Term SOFR Secured Overnight Financing Rate 3 Month |
See accompanying notes which are an integral part of these financial statements.
3
| Regents Park Hedged Market Strategy ETF |
| STATEMENT OF ASSETS AND LIABILITIES |
| January 31, 2026 |
| ASSETS | ||||
| Investment securities: | ||||
| At cost | $ | 38,267,055 | ||
| At fair value | $ | 38,456,237 | ||
| Cash | 855,515 | |||
| Deposits at broker for futures contracts | 10,977,945 | |||
| Unrealized appreciation on futures contracts | 462,913 | |||
| Interest receivable | 184,937 | |||
| Prepaid expenses and other assets | 28,265 | |||
| TOTAL ASSETS | 50,965,812 | |||
| LIABILITIES | ||||
| Investment advisory fees payable | 37,762 | |||
| TOTAL LIABILITIES | 37,762 | |||
| NET ASSETS | $ | 50,928,050 | ||
| Net Assets Consist Of: | ||||
| Paid in capital | $ | 51,067,908 | ||
| Accumulated losses | (139,858 | ) | ||
| NET ASSETS | $ | 50,928,050 | ||
| Net Asset Value Per Share: | ||||
| Shares: | ||||
| Net assets | $ | 50,928,050 | ||
| Shares of beneficial interest outstanding (a) | 4,975,000 | |||
| Net asset value (Net Assets ÷ Shares Outstanding), offering price and redemption price per share | $ | 10.24 |
| (a) | Unlimited number of shares of beneficial interest authorized, no par value. |
See accompanying notes to financial statements.
4
| Regents Park Hedged Market Strategy ETF |
| STATEMENT OF OPERATIONS |
| For the Year Ended January 31, 2026 |
| INVESTMENT INCOME | ||||
| Interest | $ | 1,897,652 | ||
| Other income | 150 | |||
| TOTAL INVESTMENT INCOME | 1,897,802 | |||
| EXPENSES | ||||
| Investment advisory fees | 391,385 | |||
| TOTAL EXPENSES | 391,385 | |||
| NET INVESTMENT INCOME | 1,506,417 | |||
| REALIZED AND UNREALIZED GAIN ON INVESTMENTS | ||||
| Net realized gain from investments and options purchased | 692,400 | |||
| Net realized gain from futures contracts | 1,455,744 | |||
| Net change in unrealized appreciation on investments and options purchased | 100,723 | |||
| Net change in unrealized appreciation on futures contracts | 999,351 | |||
| NET REALIZED AND UNREALIZED GAIN ON INVESTMENTS | 3,248,218 | |||
| NET INCREASE IN NET ASSETS RESULTING FROM OPERATIONS | $ | 4,754,635 |
See accompanying notes to financial statements.
5
| Regents Park Hedged Market Strategy ETF |
| STATEMENTS OF CHANGES IN NET ASSETS |
| For the | For the | |||||||
| Year Ended | Year Ended | |||||||
| January 31, 2026 | January 31, 2025 | |||||||
| FROM OPERATIONS | ||||||||
| Net investment income | $ | 1,506,417 | $ | 2,060,412 | ||||
| Net realized gain from investments and options purchased | 692,400 | 636,688 | ||||||
| Net realized gain from future contracts | 1,455,744 | 9,258,644 | ||||||
| Net change in unrealized appreciation on investments and options purchased | 100,723 | 115,907 | ||||||
| Net change in unrealized appreciation (depreciation) on future contracts | 999,351 | (2,158,251 | ) | |||||
| Net increase in net assets resulting from operations | 4,754,635 | 9,913,400 | ||||||
| DISTRIBUTIONS TO SHAREHOLDERS | ||||||||
| Total distributions paid | (5,278,675 | ) | (1,993,945 | ) | ||||
| Net decrease in net assets from distributions to shareholders | (5,278,675 | ) | (1,993,945 | ) | ||||
| FROM SHARES OF BENEFICIAL INTEREST | ||||||||
| Proceeds from shares sold | 3,836,787 | 3,952,366 | ||||||
| Payments for shares redeemed | (8,306,993 | ) | (16,016,471 | ) | ||||
| Net decrease in net assets from shares of beneficial interest | (4,470,206 | ) | (12,064,105 | ) | ||||
| TOTAL DECREASE IN NET ASSETS | (4,994,246 | ) | (4,144,650 | ) | ||||
| NET ASSETS | ||||||||
| Beginning of Year | 55,922,296 | 60,066,946 | ||||||
| End of Year | $ | 50,928,050 | $ | 55,922,296 | ||||
| SHARE ACTIVITY | ||||||||
| Shares Sold | 375,000 | 400,000 | ||||||
| Shares Redeemed | (800,000 | ) | (1,625,000 | ) | ||||
| Net decrease in shares from beneficial interest outstanding | (425,000 | ) | (1,225,000 | ) | ||||
See accompanying notes to financial statements.
6
| Regents Park Hedged Market Strategy ETF |
| FINANCIAL HIGHLIGHTS |
| Per Share Data and Ratios for a Share of Beneficial Interest Outstanding Throughout each Year/Period Presented |
| For the | For the | For the | For the | |||||||||||||
| Year Ended | Year Ended | Year Ended | Period Ended | |||||||||||||
| January 31, 2026 | January 31, 2025 | January 31, 2024 | January 31, 2023 (a) | |||||||||||||
| Net asset value, beginning of year/period | $ | 10.36 | $ | 9.07 | $ | 8.51 | $ | 10.00 | ||||||||
| Activity from investment operations: | ||||||||||||||||
| Net investment income (b) | 0.30 | 0.36 | 0.26 | 0.14 | ||||||||||||
| Net realized and unrealized gain (loss) on investments | 0.69 | 1.30 | 0.77 | (1.52 | ) | |||||||||||
| Total from investment operations | 0.99 | 1.66 | 1.03 | (1.38 | ) | |||||||||||
| Less distributions from: | ||||||||||||||||
| Net investment income | (0.32 | ) | (0.37 | ) | (0.47 | ) | (0.11 | ) | ||||||||
| Net realized gains | (0.79 | ) | - | - | - | |||||||||||
| Total distributions | (1.11 | ) | (0.37 | ) | (0.47 | ) | (0.11 | ) | ||||||||
| Net asset value, end of year/period | $ | 10.24 | $ | 10.36 | $ | 9.07 | $ | 8.51 | ||||||||
| Total return (c) | 9.67 | % | 18.28 | % | 12.16 | % | (13.81 | )% (g)(i) | ||||||||
| Net assets, end of year/period (000s) | $ | 50,928 | $ | 55,922 | $ | 60,067 | $ | 136,350 | ||||||||
| Ratio of net expenses to average net assets | 0.75 | % | 0.75 | % | 0.79 | % (f) | 0.75 | % (h) | ||||||||
| Ratio of net investment income to average net assets (d) | 2.89 | % | 3.55 | % | 2.95 | % (f) | 1.85 | % (h) | ||||||||
| Portfolio Turnover Rate (e) | 65 | % | 67 | % | 0 | % | 412 | % (g) | ||||||||
| (a) | The Regents Park Hedged Market Strategy ETF commenced operations on March 30, 2022. |
| (b) | Per share amounts calculated using the average shares method, which more appropriately presents the per share data for the year/period. |
| (c) | Total return is calculated assuming a purchase of shares at net asset value on the first day and a sale at net asset value on the last day of the year/period. Distributions are assumed, for the purpose of this calculation, to be reinvested at the ex-dividend date net asset value per share on their respective payment dates. Total return would have been lower or higher absent the fee waiver/expense reimbursement or recapture, respectively. |
| (d) | Recognition of net investment income by the Fund is affected by the timing of the declaration of dividends by the underlying investment companies in which the Fund invests. |
| (e) | Portfolio turnover rate excludes securities received or delivered from in-kind transactions. |
| (f) | Excluding interest expense, the following Ratios would have been: |
| January 31, 2024 | ||||
| Net expenses to average net assets | 0.75 | % | ||
| Net investment income to average net assets | 2.99 | % | ||
| (g) | Not annualized |
| (h) | Annualized |
| (i) | Represents total return based on net asset values per share from commencement of investment operations on March 30, 2022, through January 31, 2023. |
See accompanying notes to financial statements.
7
| Regents Park Hedged Market Strategy ETF |
| NOTES TO FINANCIAL STATEMENTS |
| January 31, 2026 |
| (1) | ORGANIZATION |
The Regents Park Hedged Market Strategy ETF (the Fund), is a series of shares of beneficial interest of the Two Roads Shared Trust (the Trust), a statutory trust organized under the laws of the State of Delaware on June 8, 2012, and is registered under the Investment Company Act of 1940, as amended (the 1940 Act), as a diversified, open-end management investment company. The Fund commenced operations on March 30, 2022. The Fund is an actively managed exchange-traded fund (ETF). The investment objective of the Fund is to seek to provide capital appreciation through exposure to the U.S. Large Cap equity market while hedging overall market risk. There is no guarantee that the Fund will achieve its investment objective.
| (2) | SIGNIFICANT ACCOUNTING POLICIES |
The following is a summary of significant accounting policies followed by the Fund in the preparation of its financial statements. These policies are in conformity with accounting principles generally accepted in the United States of America (GAAP), and require management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of increases and decreases in net assets from operations during the reporting period. Actual results could differ from those estimates. The Fund is an investment company and accordingly follows the investment company accounting and reporting guidance of the Financial Accounting Standards Board (FASB) Accounting Standard Codification Topic 946 Financial Services - Investment Companies.
Segment Reporting - An operating segment is defined as a component of a public entity that engages in business activities from which it may recognize revenues and incur expenses, has operating results that are regularly reviewed by the public entitys chief operating decision maker (CODM) to make decisions about resources to be allocated to the segment and assess its performance, and has discrete financial information available. The CODM is comprised of the portfolio manager and Chief Financial Officer of the Trust. The Fund operates as a single operating segment. The Funds income, expenses, assets, changes in net assets resulting from operations and performance are regularly monitored and assessed as a whole by the CODM responsible for oversight functions of the Fund, using the information presented in the financial statements and financial highlights.
Security Valuation - Securities listed on an exchange are valued at the last reported sale price at the close of the regular trading session of the exchange on the business day the value is being determined, or in the case of securities listed on NASDAQ at the NASDAQ Official Closing Price. In the absence of a sale such securities shall be valued at the mean between the current bid and ask prices on the day of valuation. Securities that are not traded or dealt in any securities exchange (whether domestic or foreign) and for which over-the-counter market quotations are readily available generally shall be valued at the last sale price or, in the absence of a sale, at the mean between the current bid and ask price on such over-the-counter market. Debt securities not traded on an exchange may be valued at prices supplied by a pricing agent(s) based on broker or dealer supplied valuations or matrix pricing, a method of valuing securities by reference to the value of other securities with similar characteristics, such as rating, interest rate and maturity. Futures contracts listed for trading on a securities exchange or board of trade (whether domestic or foreign) for which market quotations are readily available shall be valued at the final settled price for the respective futures or futures options or, if no settled price is available, at the last sale price as of the close of business prior to the valuation time. Exchange-traded options are valued at the last sale price or in the absence of a sale, at the mean between the current bid and ask prices. Investments in open-end investment companies are valued at net asset value. The independent pricing service does not distinguish between smaller-sized bond positions known as odd lots and larger institutional-sized bond positions known as round lots. The Fund may fair value a particular bond if the adviser does not believe that the round lot value provided by the independent pricing service reflects fair value of the Funds holding. Short-term debt obligations having 60 days or less remaining until maturity, at time of purchase, may be valued at amortized cost.
8
| Regents Park Hedged Market Strategy ETF |
| NOTES TO FINANCIAL STATEMENTS (Continued) |
| January 31, 2026 |
The Fund may hold securities, such as private investments, interests in commodity pools, other non-traded securities or temporarily illiquid securities, for which market quotations are not readily available or are determined to be unreliable. These securities are valued using the fair value procedures approved by the Trustees of the Trust (the Board). The Board has appointed the Regents Park Funds, LLC (the Adviser) as its valuation designee (the Valuation Designee) for all fair value determinations and responsibilities, other than overseeing pricing service providers used by the Trust, including the Fund. This designation is subject to Board oversight and certain reporting and other requirements designed to facilitate the Boards ability effectively to oversee the designees fair value determinations. The Board may also enlist third party consultants such a valuation specialist at a public accounting firm, valuation consultant or financial officer of a security issuer on an as-needed basis to assist the Valuation Designee in determining a security-specific fair value. The Board is responsible for reviewing and approving fair value methodologies utilized by the Valuation Designee, approval of which shall be based upon whether the Valuation Designee followed the valuation procedures approved by the Board.
Valuation of Underlying Funds - The Fund may invest in portfolios of open-end investment companies (the Underlying Funds). Investment companies are valued at their respective net asset values as reported by such investment companies. Open-end investment companies value securities in their portfolios for which market quotations are readily available at their market values (generally the last reported sale price) and all other securities and assets at their fair value to the methods established by the board of directors of the open-end funds. The shares of exchange-traded funds (including closed-end funds and ETFs), after their initial public offering, frequently trade at a price per share, which is different than the net asset value per share. The difference represents a market premium or market discount of such shares. There can be no assurances that the market discount or market premium on shares of any closed-end investment company or any ETF purchased by the Fund will not change.
Fair Valuation Process - The applicable investments are valued by the Valuation Designee pursuant to valuation procedures approved by the Board. For example, fair value determinations are required for the following securities: (i) securities for which market quotations are insufficient or not readily available on a particular business day (including securities for which there is a short and temporary lapse in the provision of a price by the regular pricing source); (ii) securities for which, in the judgment of the Valuation Designee, the prices or values available do not represent the fair value of the instrument; factors which may cause the Valuation Designee to make such a judgment include, but are not limited to, the following: only a bid price or an ask price is available; the spread between bid and ask prices is substantial; the frequency of sales; the thinness of the market; the size of reported trades; and actions of the securities markets, such as the suspension or limitation of trading; (iii) securities determined to be illiquid; and (iv) securities with respect to which an event that affects the value thereof has occurred (a significant event) since the closing prices were established on the principal exchange on which they are traded, but prior to the Funds calculation of its net asset value. Specifically, interests in commodity pools or managed futures pools are valued on a daily basis by reference to the closing market prices of each futures contract or other asset held by a pool, as adjusted for pool expenses. Restricted or illiquid securities, such as private investments or non-traded securities are valued based upon the current bid for the security from two or more independent dealers or other parties reasonably familiar with the facts and circumstances of the security (who should take into consideration all relevant factors as may be appropriate under the circumstances). If a current bid from such independent dealers or other independent parties is unavailable, the Valuation Designee shall determine the fair value of such security using the following factors: (i) the type of security; (ii) the cost at date of purchase; (iii) the size and nature of the Funds holdings; (iv) the discount from market value of unrestricted securities of the same class at the time of purchase and subsequent thereto; (v) information as to any transactions or offers with respect to the security; (vi) the nature and duration of restrictions on disposition of the security and the existence of any registration rights; (vii) how the yield of the security compares to similar securities of companies of similar or equal creditworthiness; (viii) the level of recent trades of similar or comparable securities; (ix) the liquidity characteristics of the security; (x) current market conditions; and (xi) the market value of any securities into which the security is convertible or exchangeable.
9
| Regents Park Hedged Market Strategy ETF |
| NOTES TO FINANCIAL STATEMENTS (Continued) |
| January 31, 2026 |
Exchange-Traded Funds - The Fund may invest in ETFs, which are a type of fund bought and sold on a securities exchange. An ETF trades like common stock and represents a fixed portfolio of securities. The risks of owning an ETF generally reflect the risks of owning the underlying securities in which it invests, although the lack of liquidity on an ETF could result in it being more volatile. Additionally, ETFs have fees and expenses that reduce their value.
Exchange-Traded Notes - The Fund may invest in exchange-traded notes (ETNs). ETNs are a type of debt security that is linked to the performance of underlying securities. The risks of owning ETNs generally reflect the risks of owning the underlying securities they are designed to track. In addition, ETNs are subject to credit risk generally to the same extent as debt securities.
Futures Contracts - The Fund may purchase or sell futures contracts to gain exposure to, or hedge against, changes in the value of the S&P 500 Index (or other U.S. Large Cap equity market indices). Initial margin deposits required upon entering into futures contracts are satisfied by posting collateral for the account of the broker (the Funds agent in acquiring the futures position). During the period the futures contracts are open, changes in the value of the contracts are recognized as unrealized gains or losses by marking to market on a daily basis to reflect the market value of the contracts at the end of each days trading. Variation margin payments are received or made depending upon whether unrealized gains or losses are incurred. When the contracts are closed, the Fund recognizes a realized gain or loss equal to the difference between the proceeds from, or cost of, the closing transaction and the Funds basis in the contract. If the Fund was unable to liquidate a futures contract and/or enter into an offsetting closing transaction, the Fund would continue to be subject to market risk with respect to the value of the contracts and continue to be required to maintain the margin deposits on the futures contracts. Risks may exceed amounts recognized in the statement of assets and liabilities. With futures, there is minimal counterparty credit risk to the Fund since futures are exchange-traded and the exchanges clearinghouse, as counterparty to all exchange-traded futures, guarantees the futures against default.
Option Transactions - The Fund is subject to equity risk in the normal course of pursuing its investment objective and may purchase or sell options to help hedge against risk. When the Fund writes a call option, an amount equal to the premium received is included in the statement of assets and liabilities as a liability. The amount of the liability is subsequently marked-to-market to reflect the current market value of the option. If an option expires on its stipulated expiration date or if the Fund enters into a closing purchase transaction, a gain or loss is realized. If a written call option is exercised, a gain or loss is realized for the sale of the underlying security and the proceeds from the sale are increased by the premium originally received. As writer of an option, the Fund has no control over whether the option will be exercised and, as a result, retains the market risk of an unfavorable change in the price of the security underlying the written option.
The Fund may purchase put and call options. Put options are purchased to hedge against a decline in the value of securities held in the Funds portfolio. If such a decline occurs, the put options will permit the Fund to sell the securities underlying such options at the exercise price, or to close out the options at a profit. The premium paid for a put or call option plus any transaction costs will reduce the benefit, if any, realized by the Fund upon exercise of the option, and, unless the price of the underlying security rises or declines sufficiently, the option may expire worthless to the Fund. In addition, in the event that the price of the security in connection with which an option was purchased moves in a direction favorable to the Fund, the benefits realized by the Fund as a result of such favorable movement will be reduced by the amount of the premium paid for the option and related transaction costs. Written and purchased options are non-income producing securities. With purchased options, there is minimal counterparty risk to the Fund since these options are exchange traded and the exchanges clearinghouse, as counterparty to all exchange traded options, guarantees against a possible default.
10
| Regents Park Hedged Market Strategy ETF |
| NOTES TO FINANCIAL STATEMENTS (Continued) |
| January 31, 2026 |
The Fund utilizes various methods to measure the fair value of all of its investments on a recurring basis. GAAP establishes a hierarchy that prioritizes inputs to valuation methods. The three levels of input are:
Level 1 - Unadjusted quoted prices in active markets for identical assets and liabilities that the Fund has the ability to access.
Level 2 - Observable inputs other than quoted prices included in Level 1 that are observable for the asset or liability, either directly or indirectly. These inputs may include quoted prices for the identical instrument on an inactive market, prices for similar instruments, interest rates, prepayment speeds, credit risk, yield curves, default rates and similar data.
Level 3 - Unobservable inputs for the asset or liability, to the extent relevant observable inputs are not available, representing the Funds own assumptions about the assumptions a market participant would use in valuing the asset or liability, and would be based on the best information available.
The availability of observable inputs can vary from security to security and is affected by a wide variety of factors, including, for example, the type of security, whether the security is new and not yet established in the marketplace, the liquidity of markets, and other characteristics particular to the security. To the extent that valuation is based on models or inputs that are less observable or unobservable in the market, the determination of fair value requires more judgment. Accordingly, the degree of judgment exercised in determining fair value is greatest for instruments categorized in Level 3.
The inputs used to measure fair value may fall into different levels of the fair value hierarchy. In such cases, for disclosure purposes, the level in the fair value hierarchy within which the fair value measurement falls in its entirety, is determined based on the lowest level input that is significant to the fair value measurement in its entirety.
The inputs or methodology used for valuing securities are not necessarily an indication of the risk associated with investing in those securities. The following tables summarize the inputs used as of January 31, 2026, for the Funds assets and liabilities measured at fair value:
| Assets* | Level 1 | Level 2 | Level 3 | Total | ||||||||||||
| Corporate Bonds | $ | - | $ | 14,000,810 | $ | - | $ | 14,000,810 | ||||||||
| U.S. Government & Agencies | - | 24,174,627 | - | 24,174,627 | ||||||||||||
| Futures Contracts** | 462,913 | - | - | 462,913 | ||||||||||||
| Index Options Purchased | 280,800 | - | - | 280,800 | ||||||||||||
| Total | $ | 743,713 | $ | 38,175,437 | $ | - | $ | 38,919,150 | ||||||||
The Fund did not hold any Level 3 securities during the year.
| * | Refer to the Schedule of Investments for portfolio composition. |
| ** | Represents the net unrealized appreciation of futures contracts. |
Impact of Derivatives on the Statement of Assets and Liabilities and Statement of Operations
The derivative instruments outstanding as of January 31, 2026, as disclosed in the Schedule of Investments and the amounts of realized and changes in unrealized gains and losses on derivative instruments during the year as disclosed in the Statement of Operations serve as indicators of the volume of derivative activity for the Fund.
11
| Regents Park Hedged Market Strategy ETF |
| NOTES TO FINANCIAL STATEMENTS (Continued) |
| January 31, 2026 |
The following is a summary of the location of derivative investments on the Funds Statement of Assets and Liabilities as of January 31, 2026:
| Asset Derivatives | ||||||
| Contract Type/Primary Risk | ||||||
| Exposure | Balance Sheet Location | Fair Value | ||||
| Futures Contracts - Equity Risk | Unrealized appreciation on futures contracts | $ | 462,913 | |||
| Options Purchased - Equity Risk | Investment securities; At fair value | 280,800 | ||||
| $ | 743,713 | |||||
The following is a summary of the location of derivative investments on the Funds Statement of Operations as of January 31, 2026:
| Derivative Investment Type | Location of Gain (Loss) on Derivatives |
| Futures Contracts | Net realized gain from futures contracts/Net change in unrealized appreciation on futures contracts |
| Options Purchased | Net realized gain from investments and options purchased/Net change in unrealized appreciation on investments and options purchased |
The following is a summary of the Funds realized gain (loss) and unrealized appreciation on derivative investments recognized in the Statement of Operations categorized by primary risk exposure for the year ended January 31, 2026:
| Total for the Year Ended January 31, | ||||||||
| Derivative Investment Type | Equity Risk | 2026 | ||||||
| Futures Contracts | $ | 1,455,744 | $ | 1,455,744 | ||||
| Options Purchased | 635,258 | 635,258 | ||||||
| Net change in unrealized appreciation on derivatives recognized in the | ||||||||
| Statement of Operations | ||||||||
| Total for the Year Ended | ||||||||
| Derivative Investment Type | Equity Risk | January 31, 2026 | ||||||
| Futures Contracts | $ | 999,351 | $ | 999,351 | ||||
| Options Purchased | 10,875 | 10,875 | ||||||
Security Transactions and Related Income
Security transactions are accounted for on trade date basis. Interest income is recognized on an accrual basis. Discounts are accreted and premiums are amortized on securities purchased over the lives of the respective securities. Dividend income is recorded on the ex-dividend date. Realized gains or losses from sales of securities are determined by comparing the identified cost of the security lot sold with the net sales proceeds.
12
| Regents Park Hedged Market Strategy ETF |
| NOTES TO FINANCIAL STATEMENTS (Continued) |
| January 31, 2026 |
Dividends and Distributions to Shareholders
Ordinarily, dividends from net investment income, if any, are declared and paid annually by the Fund. The Fund distributes its net realized capital gains, if any, to shareholders annually. Dividends from net investment income and distributions from net realized gains are recorded on ex-dividend date and determined in accordance with federal income tax regulations, which may differ from GAAP. These book/tax differences are considered either temporary (i.e., deferred losses, capital loss carry forwards) or permanent in nature. To the extent these differences are permanent in nature, such amounts are reclassified within the composition of net assets based on their federal tax-basis treatment; temporary differences do not require reclassification.
Federal Income Taxes
The Fund has qualified and intends to continue to qualify each year as regulated investment companies (RIC) under subchapter M of the Internal Revenue Code of 1986, as amended. By complying with the requirements applicable to RICs and annually distributing substantially all net investment company taxable income and net realized capital gains, no provision for federal income tax is required.
The Fund recognizes the tax benefits of uncertain tax positions only where the position is more likely than not to be sustained assuming examination by tax authorities. Management has reviewed the Funds tax positions and has concluded that no liability for unrecognized tax benefits should be recorded related to uncertain tax positions taken in the current tax year or on returns filed in previous tax years which are still open to examination by all major tax authorities (generally, federal returns are open to examination by the Internal Revenue Service for a period of three years from date of filing) The Fund recognizes interest and penalties, if any, related to unrecognized tax benefits as income tax expense in the Statements of Operations when incurred. During the fiscal year, the Fund did not incur any interest or penalties. The Fund typically intends to annually distribute sufficient net investment company taxable income and net realized capital gains if any, so that they will not be subject to the excise tax on undistributed income of RICs. If the required amount of net investment income or gains is not distributed annually, the Fund could incur a tax expense.
Expenses
Expenses of the Trust that are directly identifiable to a specific fund are charged to that fund. Expenses, which are not readily identifiable to a specific fund, are allocated in such a manner as deemed equitable (as determined by the Board), taking into consideration the nature and type of expense and the relative sizes of the funds in the Trust.
Indemnification
The Trust indemnifies its officers and trustees for certain liabilities that may arise from the performance of their duties to the Fund and Trust. Additionally, in the normal course of business, the Fund enters into contracts that contain a variety of representations and warranties which provide general indemnities. The Funds maximum exposure under these arrangements is unknown, as this would involve future claims that may be made against the Fund that have not yet occurred. However, the Fund expects the risk of loss due to these warranties and indemnities to be remote.
| (3) | INVESTMENT TRANSACTIONS |
For the year ended January 31, 2026, cost of purchases and proceeds from sales of portfolio securities (excluding in-kind transactions and short-term investments) for the Fund amounted to $10,485,473 and $12,363,000, respectively. For the year ended January 31, 2026, cost of purchases and proceeds from sales of portfolio securities for in-kind transactions, amounted to $0 and $0, respectively.
13
| Regents Park Hedged Market Strategy ETF |
| NOTES TO FINANCIAL STATEMENTS (Continued) |
| January 31, 2026 |
| (4) | INVESTMENT ADVISORY AGREEMENT AND TRANSACTIONS WITH RELATED PARTIES |
Regents Park Funds, LLC serves as the Funds investment adviser (the Adviser). Pursuant to an Investment Advisory Agreement with the Fund, the Adviser, subject to the authority of the Board, is responsible for managing the day to day operations of the Fund, including: selecting the overall investment strategies; monitoring and evaluating Sub-Adviser (as defined below) performance; and providing related administrative services and facilities.
Anfield Group, LLC (Anfield Group), which is wholly owned by the David Young and Sandra G. Glain Family Trust, wholly owns the Adviser. As compensation for its services, the Fund pays to the Adviser a unitary management fee (computed daily and paid monthly) at an annual rate of 0.75% of its average daily net assets. The Advisers unitary management fee is designed to pay the Funds expenses and to compensate the Adviser for providing services for the Fund. Out of the unitary management fee, the Adviser pays substantially all expenses of the Fund, inclusive of fees and expenses of other investment companies in which the Fund may invest. The Fund, not the Adviser, pays the following expenses: all brokerage fees and commissions, taxes, borrowing costs (such as dividend expense on securities sold short and interest), and such extraordinary or nonrecurring expenses as may arise, including litigation to which the Fund may be a party and indemnification of the Board of Trustees and officers with respect thereto. For the year ended January 31, 2026, the Fund incurred advisory fees of $391,385.
Anfield Capital Management, LLC (Anfield or the Sub-Adviser) serves as sub-adviser to the Fund. Anfield Group owns a majority interest in Anfield. The Sub-Adviser is an affiliate of the Adviser. The Sub-Adviser is responsible for selecting investments and assuring that investments are made in accordance with the Funds investment objective, policies and restrictions. The Adviser compensates the Sub-Adviser for its services from the management fees received from the Fund, which are computed and accrued daily and paid monthly and do not impact the financial statements of the Fund. The Sub-Adviser has agreed to waive some or all of the sub-advisory fee payable to it from the Adviser to reimburse the Adviser in connection with the Advisers payment of the operating expenses of the Fund. The Adviser compensates the Sub-Adviser for its services from the management fees received from the Fund at the annual rate of 0.68% of the Funds average daily net assets.
The Trust, with respect to the Fund, has adopted a distribution and service plan (Plan) pursuant to Rule 12b-1 under the 1940 Act. Under the Plan, the Fund is authorized to pay distribution fees to Northern Lights Distributors, LLC (the Distributor or NLD) and other firms that provide distribution and shareholder services (Service Providers). If a Service Provider provides these services, the Fund may pay fees at an annual rate not to exceed 0.25% of average daily net assets, pursuant to Rule 12b-1 under the 1940 Act.
No distribution or service fees are currently paid by the Fund and there are no current plans to impose these fees.
In the event Rule 12b-1 fees were charged, over time they would increase the cost of an investment in the Fund.
In addition, certain affiliates of the Distributor provide services to the Fund as follows:
Ultimus Fund Solutions, LLC (Ultimus) - Ultimus, an affiliate of the Distributor, provides administration and fund accounting services to the Fund. Pursuant to a separate servicing agreement with Ultimus, the Adviser pays Ultimus customary fees for providing administration and fund accounting services to the Fund. Certain officers of the Trust are also officers of Ultimus and are not paid any fees directly by the Adviser for serving in such capacities.
BluGiant, LLC (BluGiant), BluGiant, an affiliate of UFS and the Distributor, provides EDGAR conversion and filing services as well as print management services for the Fund on an ad-hoc basis. For the provision of these services, BluGiant receives customary fees from the Fund.
14
| Regents Park Hedged Market Strategy ETF |
| NOTES TO FINANCIAL STATEMENTS (Continued) |
| January 31, 2026 |
Northern Lights Compliance Services, LLC (NLCS), an affiliate of UFS and the Distributor, provides a Chief Compliance Officer to the Trust, as well as related compliance services, pursuant to a consulting agreement between NLCS and the Trust. Under the terms of such agreement, NLCS receives customary fees from the Fund.
| (5) | DISTRIBUTIONS TO SHAREHOLDERS AND TAX COMPONENTS OF CAPITAL |
The Statement of Assets and Liabilities represents cost for financial reporting purposes. Aggregate cost for federal tax purposes is $38,227,239 for the Fund, and differs from market value by net unrealized appreciation (depreciation) which consisted of:
| Gross unrealized appreciation: | $ | 245,241 | ||
| Gross unrealized depreciation: | (5,543 | ) | ||
| Net unrealized appreciation: | $ | 239,698 |
The tax character of fund distributions paid for the period ended January 31, 2026, and January 31, 2025, was as follows:
| Fiscal Year Ended | Fiscal Year Ended | |||||||
| January 31, 2026 | January 31, 2025 | |||||||
| Ordinary Income | $ | 2,994,274 | $ | 1,993,945 | ||||
| Long-Term Capital Gain | 2,284,401 | - | ||||||
| Return of Capital | - | - | ||||||
| $ | 5,278,675 | $ | 1,993,945 | |||||
As of January 31, 2026, the components of accumulated earnings/(deficit) on a tax basis were as follows:
| Undistributed | Undistributed | Post October Loss | Capital Loss | Other | Unrealized | Total | ||||||||||||||||||||
| Ordinary | Long-Term | and | Carry | Book/Tax | Appreciation/ | Distributable Earnings/ | ||||||||||||||||||||
| Income | Gains | Late Year Loss | Forwards | Differences | (Depreciation) | (Accumulated Deficit) | ||||||||||||||||||||
| $ | 41,098 | $ | - | $ | (420,654 | ) | $ | - | $ | - | $ | 239,698 | $ | (139,858 | ) | |||||||||||
The difference between book basis and tax basis undistributed net investment income/(loss), accumulated net realized gain/(loss), and unrealized appreciation/(depreciation) from investments is primarily attributable to the tax adjustments for the mark-to-market on open Section 1256 futures and options contracts and adjustments for perpetual bonds.
Capital losses incurred after October 31 within the fiscal year are deemed to arise on the first business day of the following fiscal year for tax purposes. The Fund incurred and elected to defer such capital losses of $420,654.
| (6) | CAPITAL SHARE TRANSACTIONS |
Shares are not individually redeemable and may be redeemed by the Fund at NAV only in large blocks known as Creation Units. Shares are created and redeemed by the Fund only in Creation Unit size aggregations of 25,000 shares. Only Authorized Participants or transactions done through an Authorized Participant are permitted to purchase or redeem Creation Units from the Fund. An Authorized Participant is either (i) a broker-dealer or other participant in the clearing process through the Continuous Net Settlement System of the National Securities Clearing Corporation or (ii) a DTC participant and, in each case, must have executed a Participant Agreement with
15
| Regents Park Hedged Market Strategy ETF |
| NOTES TO FINANCIAL STATEMENTS (Continued) |
| January 31, 2026 |
the Distributor. Such transactions are principally in exchange for a deposit of a specified cash payment, plus a transaction fee, but may also be permitted on an in-kind basis, with a balancing cash component to equate the transaction to the NAV per share of the Fund on the transaction date. In addition, the Fund may impose transaction fees on purchases and redemptions of Fund shares to cover the custodial and other costs incurred by the Funds in effecting trades. A fixed fee payable to the Custodian may be imposed on each creation and redemption transaction regardless of the number of Creation Units involved in the transaction (Fixed Fee). Purchases and redemptions of Creation Units for cash or involving cash-in-lieu are required to pay an additional variable charge to compensate the Fund and its ongoing shareholders for brokerage and market impact expenses relating to Creation Unit transactions (Variable Charge, and together with the Fixed Fee, the Transaction Fees). Transactions in capital shares for the Fund are disclosed in the Statements of Changes in Net Assets.
The Transaction Fees for the Fund are listed in the table below:
| Maximum Additional Variable Charge for | |
| Fee for In-Kind and Cash Purchases | Cash Purchases* |
| $250 | 2.00% |
| * | The maximum Transaction Fee may be up to 2.00% of the amount invested. |
| (7) | PRINCIPAL INVESTMENT RISKS |
The Funds investments in securities, financial instruments and derivatives expose it to various risks, certain of which are discussed below. Please refer to the Funds prospectus and statement of additional information for further information regarding the risks associated with the Funds investments which include, but are not limited to: absence of an active market risk, calculation methodology risk, cash redemption risk, cash transactions risk, collateralized loan obligations risk, counterparty risk, cybersecurity risk, derivatives risk, equity risk, ETF structure risks, failure to qualify as a regulated investment company risk, financials sector risk, fixed income securities risk, fluctuation of net asset value risk, gap risk, hedging transactions risk, index risk, interest rate risk, investment companies risk, leveraging risk, management risk, market capitalization risk, market risk, market events risk, operational risk, options risk, portfolio turnover risk, trading issues risk, underlying fund risk, U.S. government securities risk, volatility risk and yield curve risk.
Derivatives Risk - The derivative instruments in which the Fund may invest may be more volatile than other instruments and may be subject to unanticipated market movements, which are potentially unlimited. The risks associated with investments in derivatives also include leverage, liquidity, interest rate, market, counterparty, credit and management risks, mispricing or improper valuation. Certain derivatives require the Fund to pledge cash or liquid securities as margin or collateral, a form of security deposit intended to protect against nonperformance of the derivative contract. The Fund may have to post additional margin or collateral if the value of the derivative position changes in a manner adverse to the Fund. Changes in the market value of a derivative may not correlate perfectly with the underlying asset, rate or index, and the Fund could lose more than the principal amount invested. In addition, if a derivative is being used for hedging purposes there can be no assurance given that each derivative position will achieve a perfect correlation with the security or currency against which it is being hedged, or that a particular derivative position will be available when sought by the portfolio manager.
Equity Risk - Equity securities are susceptible to general market fluctuations, volatile increases and decreases in value as market confidence in and perceptions of their issuers change and unexpected trading activity among retail investors. Factors that may influence the price of equity securities include developments affecting a specific company or industry, or changing economic, political or market conditions.
Hedging Transactions Risk - The Sub-Adviser from time to time employs various hedging techniques. The success of the Funds hedging strategy will be subject to the Sub-Advisers ability to correctly assess the degree of correlation between the performance of the instruments used in the hedging strategy and the performance of the investments
16
| Regents Park Hedged Market Strategy ETF |
| NOTES TO FINANCIAL STATEMENTS (Continued) |
| January 31, 2026 |
in the portfolio being hedged. Because the characteristics of many securities change as markets change or time passes, the success of the Funds hedging strategy will also be subject to the Sub-Advisers ability to continually recalculate, readjust, and execute hedges in an efficient and timely manner. For a variety of reasons, the Sub-Adviser may not seek to establish a perfect correlation between such hedging instruments and the portfolio holdings being hedged. Such imperfect correlation may prevent the Fund from achieving the intended hedge or expose the Fund to risk of loss. In addition, it is not possible to hedge fully or perfectly against any risk, and hedging entails its own costs.
Index Risk - The Funds investments are subject to the risks associated with changes to the S&P 500 Index. The Fund will be negatively affected by general declines in the securities and asset classes represented in the S&P 500 Index. Market disruptions and regulatory restrictions could have an adverse effect on the Funds ability to adjust its exposure to the S&P 500 Index. S&P Dow Jones Indices LLC (the Index Provider) relies on third party data it believes to be reliable in constructing the S&P 500 Index, but it does not guarantee the accuracy or availability of any such third party data, and there is also no guarantee with respect to the accuracy, availability or timeliness of the production of the S&P 500 Index. Because the Fund structures its investments in order to hedge the Funds portfolio against declines in the S&P 500 Index, the performance of the Fund and the S&P 500 Index will differ from each other. In addition, the Fund incurs operating expenses and portfolio transaction costs not incurred by the S&P 500 Index. These risks may be heightened during times of market volatility or other unusual market conditions.
Options Risk - The use of options involves investment strategies and risks different from those associated with ordinary portfolio securities transactions and depends on the ability of the Funds portfolio managers to forecast market movements correctly. The prices of options are volatile and are influenced by, among other things, actual and anticipated changes in the value of the underlying instrument, or in interest or currency exchange rates, including the anticipated volatility, which in turn are affected by fiscal and monetary policies and by national and international political and economic events. The effective use of options also depends on the Funds ability to terminate option positions at times deemed desirable to do so. There is no assurance that the Fund will be able to effect closing transactions at any particular time or at an acceptable price. In addition, there may at times be an imperfect correlation between the movement in values of options and their underlying securities and there may at times not be a liquid secondary market for certain options.
Fixed Income Securities Risk - Fixed income securities are subject to interest rate risk, call risk, prepayment and extension risk, credit risk, duration, and liquidity risk. In addition, current market conditions may pose heightened risks for fixed income securities. When the Fund invests in fixed income securities or derivatives, the value of your investment in the Fund will fluctuate with changes in interest rates. Typically, a rise in interest rates causes a decline in the value of fixed income securities or derivatives owned by the Fund. Moreover, new regulations applicable to and changing business practices of financial intermediaries that make markets in fixed income securities have resulted in less market making activity for certain fixed income securities, which has reduced the liquidity and may increase the volatility for such fixed income securities. The fixed-income securities market can be susceptible to increases in volatility and decreases in liquidity. Liquidity may decline unpredictably in response to overall economic conditions or credit tightening. Longer-term securities may be more sensitive to interest rate changes.
Counterparty Risk - The stability and liquidity of many derivative transactions depends in large part on the creditworthiness of the parties to the transactions. If a counterparty to such a transaction defaults, exercising contractual rights may involve delays or costs for the Fund. Furthermore, there is a risk that a counterparty could become the subject of insolvency proceedings, and that the recovery of securities and other assets from such counterparty will be delayed or be of a value less than the value of the securities or assets originally entrusted to such counterparty. In a transaction involving cleared derivatives, the Funds counterparty is a clearing house, rather than a bank or broker. Since the Fund is not a member of clearing houses and only members of a clearing house (clearing members) can participate directly in the clearing house, the Fund will hold cleared derivatives through accounts at clearing members. In contrast to bilateral derivatives transactions, following a period of advance notice
17
| Regents Park Hedged Market Strategy ETF |
| NOTES TO FINANCIAL STATEMENTS (Continued) |
| January 31, 2026 |
to the Fund, clearing members generally can require termination of existing cleared derivatives transactions at any time and increases in margin above the margin that it required at the beginning of a transaction. Clearing houses also have broad rights to increase margin requirements for existing transactions and to terminate transactions. Any such increase or termination could interfere with the ability of the Fund to pursue its investment strategy. Also, the Fund is subject to execution risk if it enters into a derivatives transaction that is required to be cleared (or that the Adviser expects to be cleared), and no clearing member is willing or able to clear the transaction on the Funds behalf. If the Fund is not able to enter into a particular derivatives transaction, the Funds investment performance and risk profile could be adversely affected as a result. The OCC acts as guarantor and central counterparty with respect to the FLEX Options. As a result, the ability of the Fund to meet its objective depends on the OCC being able to meet its obligations. In the unlikely event that the OCC becomes insolvent or is otherwise unable to meet its settlement obligations, the Fund could suffer significant losses.
Absence of an Active Market Risk - The Fund faces numerous market trading risks, including the potential lack of an active market for Fund shares due to a limited number of market markers or authorized participants. The Fund may rely on a small number of third-party market makers to provide a market for the purchase and sale of shares and market makers are under no obligation to make a market in the Funds shares. Additionally, only a limited number of institutions act as authorized participants for the Fund and only an authorized participant may engage in creation or redemption transactions directly with the Fund and are not obligated to submit purchase or redemption orders for Creation Units. Decisions by market makers or authorized participants to reduce their role or step away from these activities in times of market stress could inhibit the effectiveness of the arbitrage process in maintaining the relationship between the underlying values of the Funds portfolio securities and the Funds market price.
Investment Companies Risks - When the Fund invests in other investment companies, (including open-end mutual funds or ETFs), it will bear additional expenses based on its pro rata share of the other investment companys operating expenses, including management fees of the unaffiliated funds in addition to those paid by the Fund. The risk of owning an investment company generally reflects the risks of owning the underlying investments held by the investment company. The Fund may also incur brokerage costs when it purchases and sells shares of investment companies. An ETFs shares could trade at a significant premium or discount to its net asset value (NAV). The Fund may invest in in inverse ETFs, which may result in increased volatility and will magnify the Funds losses or gains. During periods of market volatility, inverse ETFs may not perform as expected.
ETF Structure Risks - The Fund is structured as an ETF and as a result is subject to special risks. Shares are not individually redeemable and may be redeemed by the Fund at NAV only in large blocks known as Creation Units. Trading in shares on the CBOE BZX Exchange, Inc. (the Exchange) may be halted due to market conditions or for reasons that, in the view of the Exchange, make trading in Shares inadvisable, such as extraordinary market volatility. There can be no assurance that Shares will continue to meet the listing requirements of the Exchange. An active trading market for the Funds shares may not be developed or maintained. If the Funds shares are traded outside a collateralized settlement system, the number of financial institutions that can act as authorized participants that can post collateral on an agency basis is limited, which may limit the market for the Funds shares. The market prices of Shares will fluctuate in response to changes in NAV and supply and demand for Shares and will include a bid-ask spread charged by the exchange specialists, market makers or other participants that trade the particular security. There may be times when the market price and the NAV vary significantly particularly during times of market stress, with the result that investors may pay significantly more or significantly less for Fund shares than the Funds NAV, which is reflected in the bid and ask price for Fund shares or in the closing price. If a shareholder purchases shares at a time when the market price is at a premium to the NAV or sells shares at a time when the market price is at a discount to NAV, the shareholder may sustain losses if the shares are sold at a price that is less than the price paid by the shareholder for the shares.
Financials Sector Risk - The financials sector includes companies in the banks, capital markets, diversified financials, and insurance industry groups. Performance of companies in the financials sector may be adversely impacted by many factors, including, among others, changes in government regulations, economic conditions, and interest rates,
18
| Regents Park Hedged Market Strategy ETF |
| NOTES TO FINANCIAL STATEMENTS (Continued) |
| January 31, 2026 |
credit rating downgrades, and decreased liquidity in credit markets. Specifically, the financial sector may be significantly affected by changes in the rate of defaults on corporate, consumer and government debt, the availability and cost of capital, and the impact of more stringent capital requirements. The Fund may be adversely affected by events or developments negatively impacting the financials sector. The extent to which the Fund may invest in a company that engages in securities related activities or banking is limited by applicable law. The impact of changes in capital requirements and recent or future regulation of any individual financial company, or of the financials sector as a whole, cannot be predicted. In recent years, cyber-attacks and technology malfunctions and failures have become increasingly frequent in this sector and have caused significant losses to companies in this sector, which may negatively impact the Fund.
Market Risk - Overall market risk may affect the value of individual instruments in which the Fund invests. The Fund is subject to the risk that the securities markets will move down, sometimes rapidly and unpredictably, based on overall economic conditions and other factors, which may negatively affect the Funds performance. Factors such as domestic and foreign (non-U.S.) economic growth and market conditions, real or perceived adverse economic or political conditions, military conflict, acts of terrorism, social unrest, natural disasters, recessions, inflation, changes in interest rate levels, supply chain disruptions, sanctions, tariffs, the spread of infectious illness or other public health threats, lack of liquidity in the bond or other markets, volatility in the securities markets, adverse investor sentiment and political events affect the securities markets. U.S. and foreign stock markets have experienced periods of substantial price volatility in the past and may do so again in the future. Securities markets also may experience long periods of decline in value. A change in financial condition or other event affecting a single issuer or market may adversely impact securities markets as a whole. The value of assets or income from an investment may be worth less in the future as inflation decreases the value of money. As inflation increases, the real value of the Funds assets can decline as can the value of the Funds distributions. When the value of the Funds investments goes down, your investment in the Fund decreases in value and you could lose money.
Local, state, regional, national or global events such as war, acts of terrorism, the spread of infectious illness or other public health issues, recessions, or other events could have a significant impact on the Fund and its investments and could result in decreases to the Funds net asset value. Political, geopolitical, natural and other events, including war, terrorism, trade disputes, government shutdowns, market closures, natural and environmental disasters, epidemics, pandemics and other public health crises and related events and governments reactions to such events have led, and in the future may lead, to economic uncertainty, decreased economic activity, increased market volatility and other disruptive effects on U.S. and global economies and markets. Such events may have significant adverse direct or indirect effects on the Fund and its investments. For example, a widespread health crisis such as a global pandemic could cause substantial market volatility, exchange trading suspensions and closures, impact the ability to complete redemptions, and affect Fund performance. A health crisis may exacerbate other pre-existing political, social and economic risks. In addition, the increasing interconnectedness of markets around the world may result in many markets being affected by events or conditions in a single country or region or events affecting a single or small number of issuers.
U.S. Government Securities Risk - Treasury obligations may differ in their interest rates, maturities, times of issuance and other characteristics. Obligations of U.S. Government agencies and authorities are supported by varying degrees of credit but generally are not backed by the full faith and credit of the U.S. Government. No assurance can be given that the U.S. Government will provide financial support to its agencies and authorities if it is not obligated by law to do so. The U.S. government and its agencies and instrumentalities do not guarantee the market value of their securities, which may fluctuate, and the securities may be affected by changes in the credit rating of the U.S. Government.
19
| Regents Park Hedged Market Strategy ETF |
| NOTES TO FINANCIAL STATEMENTS (Continued) |
| January 31, 2026 |
| (8) | ACCOUNTING PRONOUNCEMENT |
The Fund adopted the FASB Accounting Standards Update 2023-09, Income Taxes (Topic 740) Improvements to Income Tax Disclosures (ASU 2023-09), which establishes new income tax disclosure requirements and modifies or eliminates certain existing disclosure provisions. The amendments in this ASU are intended to address investor requests for more transparency about income tax information and to improve the effectiveness of income tax disclosures. The Funds adoption of ASU 2023-09 did not have a material impact on the Funds financial statements.
| (9) | SUBSEQUENT EVENTS |
Subsequent events after the Statement of Assets and Liabilities date have been evaluated through the date the financial statements were issued. Management has determined that no events or transactions occurred requiring adjustment or disclosure in the financial statements other than the following.
On January 20, 2026, the Board of Trustees of the Two Roads Shared Trust approved an Agreement and Plan of Reorganization (the Plan) pursuant to which each of the Fund, Anfield Enhanced Market Strategy ETF, Regents Park Hedged Market Strategy ETF, Anfield U.S. Equity Sector Rotation ETF, Anfield Universal Fixed Income ETF, and Anfield Dynamic Fixed Income ETF (each an Existing Fund) will reorganize into a corresponding newly created series (each an Acquiring Fund) of Horizon Funds (each a Reorganization and collectively, the Reorganizations). The Existing Funds are managed by Anfield Capital Management, LLC (Anfield) or Regents Park Funds, LLC (Regents Park), affiliated investment advisers owned by Anfield Group, LLC. Regents Park serves as the investment adviser and Anfield serves as the investment sub-adviser to the Fund. Anfield and Regents Park, together with Anfield Group, LLC and certain other related persons, entered into an asset purchase agreement with Horizon Investments, LLC (Horizon), pursuant to which Horizon will acquire certain assets of Regents Park and Anfield that relate to Regents Parks and Anfields management and operation of the Existing Funds (the Transaction). The Transaction is subject to the satisfaction of certain closing conditions (including approval of the Reorganizations by the Existing Funds shareholders). There is no assurance that the Transaction will be consummated as contemplated or that the necessary closing conditions will be satisfied. Horizon will serve as the investment adviser to each of the Acquiring Funds following the Reorganizations. The corresponding Acquiring Fund with respect to the Fund will have the same or substantially the same investment objective and will be managed by the same portfolio managers. The Reorganizations with respect to each of the Existing Funds are expected to close in first half of 2026, subject to the fulfillment of closing conditions, including the approval of the Plan with respect to each of the Existing Funds by its respective shareholders. There is no assurance that the shareholders of the Existing Funds will approve the Reorganizations.
20
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To the Board of Trustees of Two Roads Shared Trust and the Shareholders of Regents Park Hedged Market Strategy ETF:
Opinion on the Financial Statements and Financial Highlights
We have audited the accompanying statement of assets and liabilities, including the schedule of investments, of Regents Park Hedged Market Strategy ETF (the Fund), one of the funds constituting the Two Roads Shared Trust, as of January 31, 2026, the related statement of operations for the year then ended, and the statement of changes in net assets for each of the two years in the period then ended, the financial highlights for each of the three years then ended and for the period from March 30, 2022 (commencement of operations) through January 31, 2023, and the related notes (collectively referred to as the financial statements and financial highlights). In our opinion, the financial statements and financial highlights present fairly, in all material respects, the financial position of the Fund as of January 31, 2026, and the results of its operations for the year then ended, the changes in its net assets for each of the two years in the period then ended, and the financial highlights for each of the three years then ended and for the period from March 30, 2022 (commencement of operations) through January 31, 2023 in conformity with accounting principles generally accepted in the United States of America.
Basis for Opinion
These financial statements and financial highlights are the responsibility of the Funds management. Our responsibility is to express an opinion on the Funds financial statements and financial highlights based on our audit. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Fund in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements and financial highlights are free of material misstatement, whether due to error or fraud. The Fund is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audit we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Funds internal control over financial reporting. Accordingly, we express no such opinion.
Our audit included performing procedures to assess the risks of material misstatement of the financial statements and financial highlights, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements and financial highlights. Our audit also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements and financial highlights. Our procedures included confirmation of securities owned as of January 31, 2026, by correspondence with the custodian and brokers. We believe that our audit provides a reasonable basis for our opinion.
Costa Mesa, California
March 26, 2026
We have served as the auditor of one or more Regents Park Funds, LLC investment companies since 2022.
21
| Regents Park Hedged Market Strategy ETF |
| ADDITIONAL INFORMATION (Unaudited) |
| January 31, 2026 |
Changes in and Disagreements with Accountants
There were no changes in or disagreements with accountants during the period covered by this report.
Proxy Disclosures
Not applicable.
Remuneration Paid to Directors, Officers and Others
Refer to the financial statements included herein.
Statement Regarding Basis for Approval of Investment Advisory Agreement
Not applicable.
22
Proxy Voting Policy
Information regarding how the Fund votes proxies relating to portfolio securities for the twelve month period ended June 30th as well as a description of the policies and procedures that the Fund used to determine how to vote proxies is available without charge, upon request, by calling 1-866-866-4848 or by referring to the Securities and Exchange Commissions (SEC) website at http://www.sec.gov.
23
| (b) | Financial Highlights are included in Item 7(a). |
Item 8. Changes in and Disagreements with Accountants for Open-End Management Investment Companies.
Not applicable.
Item 9. Proxy Disclosures for Open-End Management Investment Companies.
Not applicable.
Item 10. Remuneration Paid to Directors, Officers, and Others of Open-End Management Investment Companies.
Included under Item 7
Item 11. Statement Regarding Basis for Approval of Investment Advisory Contract.
Included under Item 7
Item 12. Disclosure of Proxy Voting Policies and Procedures for Closed-End Management Investment Companies.
Not applicable.
Item 13. Portfolio Managers of Closed-End Management Investment Companies.
Not applicable.
Item 14. Purchases of Equity Securities by Closed-End Management Investment Company and Affiliated Purchasers.
Not applicable.
Item 15. Submission of Matters to a Vote of Security Holders.
None
Item 16. Controls and Procedures
(a) The registrants Principal Executive Officer and Principal Financial Officer have concluded that the registrants disclosure controls and procedures (as defined in Rule 30a-3(c) under the Act) are effective in design and operation as of a date within 90 days of this report on Form N-CSR, based on their evaluation of these disclosure controls and procedures as required by Rule 30a-3(b) under the Act.
(b) There were no changes in the registrants internal control over financial reporting (as defined in Rule 30a-3(d) under the Act) during the period covered by this report that have materially affected, or are reasonably likely to materially affect, the registrants internal control over financial reporting.
Item 17. Disclosure of Securities Lending Activities for Closed-End Management Investment Companies.
Not applicable.
Item 18. Recovery of Erroneously Awarded Compensation.
| (a) | Not applicable. |
| (b) | Not applicable. |
Item 19. Exhibits.
| (a)(1) | Code of Ethics for Principal Executive and Senior Financial Officers. |
| (a)(2) | Not applicable. |
| (a)(3) | A separate certification for each principal executive officer and principal financial officer of the registrant as required by Rule 30a-2(a) under the Act (17 CFR 270.30a-2(a)): Attached hereto. |
| (a)(4) | Not applicable. |
| (a)(5) | Not applicable |
| (b) | Certifications required by Rule 30a-2(b) under the Act (17 CFR 270.30a-2(b)): Attached hereto. |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934 and the Investment Company Act of 1940, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
Two Roads Shared Trust
| By | /s/ James Colantino |
| James Colantino | |
| Principal Executive Officer/President | |
| Date: 3/25/2026 | |
Pursuant to the requirements of the Securities Exchange Act of 1934 and the Investment Company Act of 1940, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.
| By | /s/ James Colantino |
| James Colantino | |
| Principal Executive Officer/President | |
| Date: 3/25/2026 | |
| By | /s/ Laura Szalyga |
| Laura Szalyga | |
| Principal Financial Officer/Treasurer | |
| Date: 3/25/2026 | |