09/04/2026 | Press release | Distributed by Public on 09/04/2026 12:10
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 811-07959
Advisors Series Trust
(Exact name of registrant as specified in charter)
615 East Michigan Street
Milwaukee, WI 53202
(Address of principal executive offices) (Zip code)
Jeffrey T. Rauman, President/Principal Executive Officer
Advisors Series Trust
c/o U.S. Bancorp Fund Services, LLC
777 East Wisconsin Avenue
Milwaukee, WI 53202
(Name and address of agent for service)
(626) 914-7363
Registrant's telephone number, including area code
Date of fiscal year end: December 31, 2026
Date of reporting period: June 30, 2026
Item 1. Reports to Stockholders.
| (a) |
|
Capital Advisors Growth Fund
|
||
|
Investor Class | CIAOX
|
||
|
Semi-Annual Shareholder Report | June 30, 2026
|
|
Class Name
|
Costs of a $10,000 investment
|
Costs paid as a percentage of a $10,000 investment
|
|
Investor Class
|
$47
|
0.92%
|
|
Net Assets
|
$163,549,846
|
|
Number of Holdings
|
39
|
|
Portfolio Turnover
|
7%
|
| Capital Advisors Growth Fund | PAGE 1 | TSR-SAR-007989783 |
|
Top 10 Issuers
|
(%)
|
|
|
NVIDIA Corp.
|
8.0
|
%
|
|
Alphabet, Inc.
|
7.1
|
%
|
|
Applied Materials, Inc.
|
6.8
|
%
|
|
Apple, Inc.
|
6.0
|
%
|
|
Amazon.com, Inc.
|
5.9
|
%
|
|
JPMorgan Chase & Co.
|
5.7
|
%
|
|
First American Government Obligations Fund
|
5.7
|
%
|
|
Microsoft Corp.
|
4.6
|
%
|
|
Palo Alto Networks, Inc.
|
3.5
|
%
|
|
GE Vernova, Inc.
|
3.4
|
%
|
| * | Expressed as a percentage of net assets. |
| Capital Advisors Growth Fund | PAGE 2 | TSR-SAR-007989783 |
| (b) | Not applicable. |
Item 2. Code of Ethics.
Not applicable for semi-annual reports.
Item 3. Audit Committee Financial Expert.
Not applicable for semi-annual reports.
Item 4. Principal Accountant Fees and Services.
Not applicable for semi-annual reports.
Item 5. Audit Committee of Listed Registrants.
Not applicable.
Item 6. Investments.
| (a) | Schedule of Investments is included within the financial statements filed under Item 7 of this Form. |
| (b) | Not Applicable. |
Item 7. Financial Statements and Financial Highlights for Open-End Investment Companies.
| (a) |
|
|
|
|
|
|
|
|
Page
|
|
|
Schedule of Investments
|
|
|
1
|
|
Statement of Assets and Liabilities
|
|
|
4
|
|
Statement of Operations
|
|
|
5
|
|
Statements of Changes in Net Assets
|
|
|
6
|
|
Financial Highlights
|
|
|
7
|
|
Notes to Financial Statements
|
|
|
8
|
|
Additional Information
|
|
|
14
|
|
|
|
|
|
TABLE OF CONTENTS
|
|
|
|
|
|
|
|
|
|
|
Shares
|
|
|
Value
|
|
|
COMMON STOCKS - 94.4%
|
|
|
|
|
||
|
Administrative and Support Services - 3.0%
|
|
|
|
|
||
|
Uber Technologies, Inc.(a)
|
|
|
31,325
|
|
|
$2,260,412
|
|
Visa, Inc. - Class A
|
|
|
7,680
|
|
|
2,634,931
|
|
|
|
|
|
4,895,343
|
||
|
Beverage and Tobacco Product Manufacturing - 1.8%
|
|
|
|
|
||
|
PepsiCo, Inc.
|
|
|
21,289
|
|
|
2,882,531
|
|
Chemical Manufacturing - 3.2%
|
|
|
|
|
||
|
Ecolab, Inc.
|
|
|
10,000
|
|
|
2,786,100
|
|
Procter & Gamble Co.
|
|
|
16,500
|
|
|
2,419,560
|
|
|
|
|
|
5,205,660
|
||
|
Computer and Electronic Product Manufacturing - 30.4%
|
|
|
|
|
||
|
Apple, Inc.
|
|
|
33,665
|
|
|
9,741,304
|
|
Applied Materials, Inc.
|
|
|
15,400
|
|
|
11,134,200
|
|
Danaher Corp.
|
|
|
11,400
|
|
|
2,171,472
|
|
Jabil, Inc.
|
|
|
7,825
|
|
|
3,016,381
|
|
Moog, Inc. - Class A
|
|
|
5,000
|
|
|
2,119,200
|
|
NVIDIA Corp.
|
|
|
65,000
|
|
|
13,005,850
|
|
Palo Alto Networks, Inc.(a)
|
|
|
16,650
|
|
|
5,677,983
|
|
Veralto Corp.
|
|
|
31,800
|
|
|
2,820,024
|
|
|
|
|
|
49,686,414
|
||
|
Computing Infrastructure Providers, Data Processing, Web Hosting, and Related Services - 0.9%
|
|
|
|
|
||
|
Airbnb, Inc. - Class A(a)
|
|
|
10,775
|
|
|
1,541,902
|
|
Credit Intermediation and Related Activities - 5.7%
|
|
|
|
|
||
|
JPMorgan Chase & Co.
|
|
|
28,575
|
|
|
9,353,455
|
|
E-Commerce/Services - 1.6%
|
|
|
|
|
||
|
MercadoLibre, Inc.(a)
|
|
|
1,550
|
|
|
2,630,955
|
|
Electrical Equipment, Appliance, and Component Manufacturing - 2.9%
|
|
|
|
|
||
|
Rockwell Automation, Inc.
|
|
|
9,550
|
|
|
4,728,014
|
|
Electronic Computer Manufacturing - 0.4%
|
|
|
|
|
||
|
Quantinuum, Inc. - Class A(a)
|
|
|
8,150
|
|
|
666,181
|
|
Insurance Carriers and Related Activities - 1.5%
|
|
|
|
|
||
|
Berkshire Hathaway, Inc. - Class B(a)
|
|
|
4,975
|
|
|
2,489,440
|
|
Management of Companies and Enterprises - 1.0%
|
|
|
|
|
||
|
Sea Ltd. - ADR(a)
|
|
|
16,650
|
|
|
1,595,569
|
|
Mining (except Oil and Gas) - 3.4%
|
|
|
|
|
||
|
Cameco Corp.
|
|
|
29,520
|
|
|
3,006,907
|
|
Freeport-McMoRan, Inc.
|
|
|
39,350
|
|
|
2,474,722
|
|
|
|
|
|
5,481,629
|
||
|
|
|
|
|
|
|
|
|
|
|
1
|
|
|
TABLE OF CONTENTS
|
|
|
|
|
|
|
|
|
|
|
Shares
|
|
|
Value
|
|
|
COMMON STOCKS - (Continued)
|
||||||
|
Miscellaneous Manufacturing - 4.0%
|
|
|
|
|
||
|
Intuitive Surgical, Inc.(a)
|
|
|
7,565
|
|
|
$3,008,449
|
|
Stryker Corp.
|
|
|
11,375
|
|
|
3,581,305
|
|
|
|
|
|
6,589,754
|
||
|
Professional, Scientific, and Technical Services - 7.1%
|
|
|
|
|
||
|
Alphabet, Inc. - Class C
|
|
|
32,800
|
|
|
11,589,224
|
|
Publishing Industries - 4.5%
|
|
|
|
|
||
|
Microsoft Corp.
|
|
|
19,950
|
|
|
7,441,749
|
|
Securities, Commodity Contracts, and Other Financial Investments and Related Activities - 2.0%
|
|
|
|
|
||
|
Brookfield Corp.
|
|
|
54,125
|
|
|
2,305,184
|
|
IonQ, Inc.(a)
|
|
|
19,160
|
|
|
1,020,461
|
|
|
|
|
|
3,325,645
|
||
|
Sporting Goods, Hobby, Musical Instrument, Book, and Miscellaneous Retailers - 7.3%
|
|
|
||||
|
Amazon.com, Inc.(a)
|
|
|
40,525
|
|
|
9,658,729
|
|
DoorDash, Inc. - Class A(a)
|
|
|
12,150
|
|
|
2,242,039
|
|
|
|
|
|
11,900,768
|
||
|
Transportation Equipment Manufacturing - 7.6%
|
|
|
|
|
||
|
Boeing Co.(a)
|
|
|
17,175
|
|
|
3,717,872
|
|
Honeywell Aerospace, Inc.(a)
|
|
|
11,815
|
|
|
2,612,060
|
|
Honeywell International, Inc.
|
|
|
11,815
|
|
|
2,645,379
|
|
Space Exploration Technologies Corp. - Class A(a)
|
|
|
3,565
|
|
|
609,116
|
|
Tesla, Inc.(a)
|
|
|
6,920
|
|
|
2,910,552
|
|
|
|
|
|
12,494,979
|
||
|
Utilities - 4.7%
|
|
|
|
|
||
|
Constellation Energy Corp.
|
|
|
8,000
|
|
|
1,986,960
|
|
GE Vernova, Inc.
|
|
|
4,795
|
|
|
5,633,454
|
|
|
|
|
|
7,620,414
|
||
|
Waste Management and Remediation Services - 1.4%
|
|
|
|
|
||
|
Waste Management, Inc.
|
|
|
10,225
|
|
|
2,278,948
|
|
TOTAL COMMON STOCKS
(Cost $70,684,874)
|
|
|
|
|
154,398,574
|
|
|
SHORT-TERM INVESTMENTS
|
|
|
|
|
||
|
MONEY MARKET FUNDS - 5.7%
|
|
|
|
|
||
|
First American Government Obligations Fund - Class X, 3.57%(b)
|
|
|
9,285,736
|
|
|
9,285,736
|
|
TOTAL MONEY MARKET FUNDS
(Cost $9,285,736)
|
|
|
|
|
9,285,736
|
|
|
TOTAL INVESTMENTS - 100.1%
(Cost $79,970,610)
|
|
|
|
|
$163,684,310
|
|
|
Liabilities in Excess of Other Assets - (0.1)%
|
|
|
|
|
(134,464)
|
|
|
TOTAL NET ASSETS - 100.0%
|
|
|
|
|
$163,549,846
|
|
|
|
|
|
|
|
|
|
|
|
|
2
|
|
|
TABLE OF CONTENTS
|
(a)
|
Non-income producing security.
|
|
(b)
|
The rate shown represents the 7-day annualized yield as of June 30, 2026.
|
|
|
|
3
|
|
|
TABLE OF CONTENTS
|
|
|
|
|
|
ASSETS:
|
|
|
|
|
Investments, at value
|
|
|
$163,684,310
|
|
Dividends receivable
|
|
|
56,133
|
|
Receivable for fund shares sold
|
|
|
7,160
|
|
Prepaid expenses and other assets
|
|
|
24,769
|
|
Total assets
|
|
|
163,772,372
|
|
LIABILITIES:
|
|
|
|
|
Payable to Adviser
|
|
|
89,933
|
|
Payable for fund administration and accounting fees
|
|
|
48,743
|
|
Payable for fund shares redeemed
|
|
|
48,547
|
|
Payable for audit fees
|
|
|
10,587
|
|
Payable for transfer agent fees and expenses
|
|
|
8,927
|
|
Payable for compliance fees
|
|
|
3,688
|
|
Payable for custodian fees
|
|
|
2,323
|
|
Payable for trustees' fees
|
|
|
1,428
|
|
Payable for expenses and other liabilities
|
|
|
8,350
|
|
Total liabilities
|
|
|
222,526
|
|
NET ASSETS
|
|
|
$ 163,549,846
|
|
NET ASSETS CONSIST OF:
|
|
|
|
|
Paid-in capital
|
|
|
$74,715,764
|
|
Total distributable earnings
|
|
|
88,834,082
|
|
Total net assets
|
|
|
$ 163,549,846
|
|
Investor Class
|
|
|
|
|
Net assets
|
|
|
$163,549,846
|
|
Shares issued and outstanding (unlimited shares authorized without par value)
|
|
|
3,018,673
|
|
Net asset value per share
|
|
|
$54.18
|
|
Cost:
|
|
|
|
|
Investments, at cost
|
|
|
$79,970,610
|
|
|
|
|
|
|
|
|
4
|
|
|
TABLE OF CONTENTS
|
|
|
|
|
|
INVESTMENT INCOME:
|
|
|
|
|
Dividend income
|
|
|
$729,554
|
|
Less: dividend withholding taxes
|
|
|
(1,137)
|
|
Total investment income
|
|
|
728,417
|
|
EXPENSES:
|
|
|
|
|
Investment advisory fee
|
|
|
536,129
|
|
Fund administration and accounting fees
|
|
|
100,187
|
|
Transfer agent fees
|
|
|
22,289
|
|
Federal and state registration fees
|
|
|
17,264
|
|
Trustees' fees
|
|
|
10,695
|
|
Audit fees
|
|
|
10,587
|
|
Custodian fees
|
|
|
8,337
|
|
Compliance fees
|
|
|
7,438
|
|
Reports to shareholders
|
|
|
5,340
|
|
Legal fees
|
|
|
2,077
|
|
Insurance expense
|
|
|
1,141
|
|
Other expenses and fees
|
|
|
2,856
|
|
Total expenses
|
|
|
724,340
|
|
NET INVESTMENT INCOME (LOSS)
|
|
|
4,077
|
|
REALIZED AND UNREALIZED GAIN (LOSS)
|
|
|
|
|
Net realized gain (loss) from:
|
|
|
|
|
Investments
|
|
|
4,292,255
|
|
Net realized gain (loss)
|
|
|
4,292,255
|
|
Net change in unrealized appreciation (depreciation) on:
|
|
|
|
|
Investments
|
|
|
7,176,135
|
|
Net change in unrealized appreciation (depreciation)
|
|
|
7,176,135
|
|
Net realized and unrealized gain (loss)
|
|
|
11,468,390
|
|
NET INCREASE (DECREASE) IN NET ASSETS RESULTING FROM OPERATIONS
|
|
|
$ 11,472,467
|
|
|
|
|
|
|
|
|
5
|
|
|
TABLE OF CONTENTS
|
|
|
|
|
|
|
|
|
|
|
Period Ended
June 30, 2026
(Unaudited)
|
|
|
Year Ended
December 31,
2025
|
|
|
OPERATIONS:
|
|
|
|
|
||
|
Net investment income (loss)
|
|
|
$4,077
|
|
|
$202,163
|
|
Net realized gain (loss)
|
|
|
4,292,255
|
|
|
7,294,574
|
|
Net change in unrealized appreciation (depreciation)
|
|
|
7,176,135
|
|
|
15,262,385
|
|
Net increase (decrease) in net assets from operations
|
|
|
11,472,467
|
|
|
22,759,122
|
|
DISTRIBUTIONS TO SHAREHOLDERS:
|
|
|
|
|
||
|
From earnings - Investor Class
|
|
|
-
|
|
|
(6,635,545)
|
|
Total distributions to shareholders
|
|
|
-
|
|
|
(6,635,545)
|
|
CAPITAL TRANSACTIONS:
|
|
|
|
|
||
|
Shares sold - Investor Class
|
|
|
3,447,040
|
|
|
15,199,351
|
|
Shares issued from reinvestment of distributions - Investor Class
|
|
|
-
|
|
|
6,369,094
|
|
Shares redeemed - Investor Class
|
|
|
(11,575,157)
|
|
|
(15,389,830)
|
|
Net increase (decrease) in net assets from capital transactions
|
|
|
(8,128,117)
|
|
|
6,178,615
|
|
NET INCREASE (DECREASE) IN NET ASSETS
|
|
|
3,344,350
|
|
|
22,302,192
|
|
NET ASSETS:
|
|
|
|
|
||
|
Beginning of the period
|
|
|
160,205,496
|
|
|
137,903,304
|
|
End of the period
|
|
|
$ 163,549,846
|
|
|
$160,205,496
|
|
SHARES TRANSACTIONS
|
|
|
|
|
||
|
Shares sold - Investor Class
|
|
|
67,826
|
|
|
320,402
|
|
Shares issued from reinvestment of distributions - Investor Class
|
|
|
-
|
|
|
126,698
|
|
Shares redeemed - Investor Class
|
|
|
(224,656)
|
|
|
(323,819)
|
|
Total increase (decrease) in shares outstanding
|
|
|
(156,830)
|
|
|
123,281
|
|
|
|
|
|
|
|
|
|
|
|
6
|
|
|
TABLE OF CONTENTS
|
|
|
|
|
|
|
|
||||||||||||
|
|
|
Period Ended
June 30, 2026
(Unaudited)
|
|
|
Year Ended December 31,
|
|||||||||||||
|
|
2025
|
|
|
2024
|
|
|
2023
|
|
|
2022
|
|
|
2021
|
|||||
|
PER SHARE DATA:
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
|
Net asset value, beginning of period
|
|
|
$50.45
|
|
|
$45.18
|
|
|
$39.47
|
|
|
$31.88
|
|
|
$39.75
|
|
|
$36.13
|
|
INVESTMENT OPERATIONS:
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
|
Net investment income (loss)
|
|
|
0.00(b)
|
|
|
0.07
|
|
|
0.14
|
|
|
0.22(a)
|
|
|
0.17
|
|
|
(0.01)(a)
|
|
Net realized and unrealized gain (loss) on investments(c)
|
|
|
3.73
|
|
|
7.37
|
|
|
9.18
|
|
|
7.54
|
|
|
(7.69)
|
|
|
7.77
|
|
Total from investment operations
|
|
|
3.73
|
|
|
7.44
|
|
|
9.32
|
|
|
7.76
|
|
|
(7.52)
|
|
|
7.76
|
|
LESS DISTRIBUTIONS FROM:
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
|
Net investment income
|
|
|
-
|
|
|
(0.07)
|
|
|
(0.36)
|
|
|
(0.17)
|
|
|
(0.01)
|
|
|
-
|
|
Net realized gains
|
|
|
-
|
|
|
(2.10)
|
|
|
(3.25)
|
|
|
-
|
|
|
(0.34)
|
|
|
(4.14)
|
|
Total distributions
|
|
|
-
|
|
|
(2.17)
|
|
|
(3.61)
|
|
|
(0.17)
|
|
|
(0.35)
|
|
|
(4.14)
|
|
Redemption fee per share(f)
|
|
|
-
|
|
|
-
|
|
|
-
|
|
|
0.00(a)(b)
|
|
|
-
|
|
|
0.00(a)(b)
|
|
Net asset value, end of period
|
|
|
$54.18
|
|
|
$50.45
|
|
|
$45.18
|
|
|
$39.47
|
|
|
$31.88
|
|
|
$39.75
|
|
Total return(d)
|
|
|
7.39%
|
|
|
16.49%
|
|
|
23.39%
|
|
|
24.35%
|
|
|
−18.96%
|
|
|
21.60%
|
|
SUPPLEMENTAL DATA AND RATIOS:
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
|
Net assets, end of period (in thousands)
|
|
|
$163,550
|
|
|
$160,205
|
|
|
$137,903
|
|
|
$112,753
|
|
|
$87,753
|
|
|
$109,939
|
|
Ratio of expenses to average net assets(e)
|
|
|
0.92%
|
|
|
0.95%
|
|
|
0.95%
|
|
|
1.00%
|
|
|
1.00%
|
|
|
1.00%
|
|
Ratio of net investment income (loss) to average net assets(e)
|
|
|
0.01%
|
|
|
0.14%
|
|
|
0.31%
|
|
|
0.60%
|
|
|
0.50%
|
|
|
(0.03)%
|
|
Portfolio turnover rate(d)
|
|
|
7%
|
|
|
15%
|
|
|
19%
|
|
|
12%
|
|
|
18%
|
|
|
29%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(a)
|
Based on average shares outstanding.
|
|
(b)
|
Amount represents less than $0.005 per share.
|
|
(c)
|
Realized and unrealized gains and losses per share in the caption are balancing amounts necessary to reconcile the change in net asset value per share for the years, and may not reconcile with the aggregate gains and losses in the Statement of Operations due to share transactions for the years.
|
|
(d)
|
Not annualized for periods less than one year.
|
|
(e)
|
Annualized for periods less than one year.
|
|
(f)
|
The Fund stopped collecting a redemption fee on April 28, 2023.
|
|
|
|
7
|
|
|
TABLE OF CONTENTS
|
A.
|
Security Valuation: All investments in securities are recorded at their estimated fair value, as described in Note 3.
|
|
B.
|
Federal Income Taxes: It is the Fund's policy to comply with the requirements of Subchapter M of the Internal Revenue Code applicable to regulated investment companies and to distribute substantially all of its taxable income to its shareholders. Therefore, no Federal income or excise tax provision is required.
|
|
C.
|
Security Transactions, Income and Distributions: Security transactions are accounted for on the trade date. Realized gains and losses on securities sold are determined on the basis of identified cost. Interest income is recorded on an accrual basis. Dividend income, income and capital gain distributions from underlying funds, and distributions to shareholders are recorded on the ex-dividend date. Withholding taxes on foreign dividends have been provided for in accordance with the Fund's understanding of the applicable country's tax rules and rates.
|
|
D.
|
Reclassification of Capital Accounts: Accounting principles generally accepted in the United States of America require that certain components of net assets relating to permanent differences be reclassified between financial and tax reporting. These reclassifications have no effect on net assets or net asset value per share.
|
|
|
|
8
|
|
|
TABLE OF CONTENTS
|
E.
|
Use of Estimates: The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities at the date of the financial statements and the reported amounts of increases and decreases in net assets during the reporting period. Actual results could differ from those estimates.
|
|
F.
|
REITs: The Fund is able to make certain investments in real estate investment trusts ("REITs") which pay dividends to their shareholders based upon available funds from operations. It is quite common for these dividends to exceed the REITs' taxable earnings and profits resulting in the excess portion being designated as a return of capital. The Fund intends to include the gross dividends from such REITs in its annual distributions to its shareholders and, accordingly, a portion of the Fund's distributions may also be designated as a return of capital.
|
|
G.
|
Redemption Fees: Prior to April 28, 2023, the Fund charged a 2.00% redemption fee to shareholders who redeemed shares held 7 days or less. Such fees were retained by the Fund and accounted for as an addition to paid-in capital. Effective April 28, 2023, the Fund removed redemption fees.
|
|
H.
|
Events Subsequent to the Fiscal Period End: In preparing the financial statements as of June 30, 2026, management considered the impact of subsequent events for potential recognition or disclosure in the financial statements. Refer to Note 9 for more information about subsequent events.
|
|
Level 1 -
|
Unadjusted quoted prices in active markets for identical assets or 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 Fund's 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.
|
|
|
|
9
|
|
|
TABLE OF CONTENTS
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Level 1
|
|
|
Level 2
|
|
|
Level 3
|
|
|
Total
|
|
|
Common Stocks
|
|
|
$154,398,574
|
|
|
$-
|
|
|
$-
|
|
|
$154,398,574
|
|
Money Market Funds
|
|
|
9,285,736
|
|
|
-
|
|
|
-
|
|
|
9,285,736
|
|
Total Investments
|
|
|
$163,684,310
|
|
|
$-
|
|
|
$-
|
|
|
$163,684,310
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
10
|
|
|
TABLE OF CONTENTS
|
|
|
|
|
|
|
|
|
|
|
June 30, 2026
|
|
|
December 31, 2025
|
|
|
Ordinary income
|
|
|
$-
|
|
|
$1,146,345
|
|
Long-term capital gains
|
|
|
-
|
|
|
5,489,200
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cost of investments
|
|
|
$83,635,913
|
|
Gross tax unrealized appreciation
|
|
|
78,048,272
|
|
Gross tax unrealized depreciation
|
|
|
(1,512,909)
|
|
Net tax unrealized appreciation/(depreciation)
|
|
|
76,535,363
|
|
Undistributed ordinary income
|
|
|
-
|
|
Undistributed long-term capital gain
|
|
|
826,252
|
|
Total distributable earnings
|
|
|
826,252
|
|
Other accumulated gains/(losses)
|
|
|
-
|
|
Total accumulated earnings/(losses)
|
|
|
$77,361,615
|
|
|
|
|
|
|
|
|
11
|
|
|
TABLE OF CONTENTS
|
•
|
Economic and Market Risk - Economies and financial markets throughout the world are becoming increasingly interconnected, which increases the likelihood that events or conditions in one country or region will adversely impact markets or issuers in other countries or regions. Securities in the Fund's portfolio may underperform in comparison to securities in general financial markets, a particular financial market or other asset classes due to a number of factors, including: inflation (or expectations for inflation); deflation (or expectations for deflation); interest rates; market instability; financial system instability; debt crises and downgrades; embargoes; tariffs; sanctions and other trade barriers; regulatory events; other governmental trade or market control programs and related geopolitical events. In addition, the value of the Fund's investments may be negatively affected by the occurrence of global events such as war, terrorism, environmental disasters, natural disasters or events, country instability, and infectious disease epidemics or pandemics. The imposition by the U.S. of tariffs on goods imported from foreign countries and reciprocal tariffs levied on U.S. goods by those countries also may lead to volatility and instability in domestic and foreign markets.
|
|
•
|
Growth-Style Investing Risk - Over time, a growth-oriented investing style may go in and out of favor, which may cause the Fund to underperform other equity funds that use different investing styles.
|
|
•
|
Non-U.S. Investment Risk - Foreign securities can be more volatile than domestic (U.S.) securities. Securities markets of other countries are generally smaller than U.S. securities markets. Many foreign securities may be less liquid and more volatile than U.S. securities, which could affect the Fund's investments.
|
|
•
|
Depositary Receipt Risk - The risks of depository receipts include many risks associated with investing directly in foreign securities, such as individual country risk and liquidity risk. Unsponsored ADRs, which are issued by a depositary bank without the participation or consent of the issuer, involve additional risks because U.S. reporting requirements do not apply, and the issuing bank will recover shareholder distribution costs from movement of share prices and payment of dividends.
|
|
|
|
12
|
|
|
TABLE OF CONTENTS
|
|
|
13
|
|
|
TABLE OF CONTENTS
|
•
|
Both Capital Advisors, Inc. ("Capital Advisors") and SBH believe that the most efficient way to continue to provide investment advisory services to the Fund without interruption is to transition management to SBH, whereby SBH would become the investment adviser to the Fund.
|
|
•
|
Suresh Rajagopal, CFA, Director of All Cap Strategies at SBH, is proposed to be the new portfolio manager responsible for the day-to-day management of the Fund. The Fund's existing portfolio managers, Keith C. Goddard, CFA and Steven V. Soranno, CFA, CAIA, would become employees of Corient Private Wealth LP ("Corient") and would transition portfolio management responsibilities to Suresh Rajagopal, effective as of the Closing of the Transaction (as defined below).
|
|
•
|
That Capital Advisors was subject to certain conflicts of interest in recommending the approval of SBH as the new investment adviser to the Fund. The Board noted that on May 3, 2026, Capital Advisors and Corient entered into an asset purchase agreement pursuant to which Corient agreed to acquire substantially all of the assets of Capital Advisors, including its investment advisory contract with the Fund, pursuant to the terms of the purchase agreement (the "Transaction"). The Board noted that the Transaction was proposed to close on June 29, 2026 (the "Closing"). The Board further noted that SBH is an affiliate of Corient.
|
|
1.
|
The nature, extent and quality of the services provided and to be provided by the Adviser under the Advisory Agreements. The Board noted the responsibilities that SBH would have under the Advisory Agreements, as well as its specific responsibilities in all aspects of day-to-day investment management of the Fund.
|
|
|
|
14
|
|
|
TABLE OF CONTENTS
|
2.
|
The Fund's historical performance and the overall performance of the Adviser. The Board reviewed the performance of the Fund, noting that SBH was not the named investment adviser of the Fund for the period of the Fund's performance being reviewed, and that the existing portfolio managers of the Fund would transition portfolio management responsibilities to a new portfolio manager. The Board reviewed the short-term and long-term performance of the Fund as of March 31, 2026, on both an absolute basis and a relative basis in comparison to its peer funds utilizing a Morningstar classification, an appropriate securities market benchmark, a cohort that is comprised of similarly managed funds selected by an independent third-party consulting firm engaged by the Board to assist it in its 15(c) review (the "Cohort"), and the Advisor's similarly managed accounts. While the Board considered both short-term and long-term performance, it placed greater emphasis on longer term performance. When reviewing performance against the comparative Morningstar peer group universe, the Board took into account that the investment objective and strategies of the Fund, as well as its level of risk tolerance, may differ significantly from funds in the peer universe. The Board also considered that SBH was proposing certain changes to the Fund's principal investment strategies, principal risks and a change to the Fund's classification from "diversified" to "non-diversified," subject to obtaining Board and shareholder approval. When reviewing the Fund's performance against a broad market benchmark, the Board took into account the differences in portfolio construction between the Fund and such benchmark as well as other differences between actively managed funds and passive benchmarks, such as objectives and risks. In assessing periods of relative underperformance or outperformance, the Board took into account that relative performance can be significantly impacted by performance measurement periods and that some periods of underperformance may be transitory in nature while others may reflect more significant underlying issues.
|
|
|
|
15
|
|
|
TABLE OF CONTENTS
|
3.
|
Section 15(f) of the 1940 Act. In considering whether the arrangements between SBH and the Fund comply with the conditions of Section 15(f) of the 1940 Act, the Trustees reviewed the conditions of Section 15(f). Section 15(f) provides a non-exclusive safe harbor for an investment adviser to an investment company or any of its affiliated persons to receive any amount or benefit in connection with the sale of securities of an investment adviser or in connection with the sale of any other interest in an investment adviser, so long as two conditions are met. First, for a period of three years after closing of the transaction, at least 75% of the board members of the Trust cannot be "interested persons" (as defined in the 1940 Act) of the investment adviser or predecessor adviser. The Trustees considered that, consistent with the first condition of Section 15(f), neither SBH nor the Board was aware of any plans to reconstitute the Board following the Closing of the Transaction. Thus, at least 75% of the Trustees would not be "interested persons" of SBH for a period of three years after the Closing of the Transaction.
|
|
4.
|
The costs of the services to be provided by the Adviser and the structure of the Adviser's fee under the Advisory Agreements. The Board reviewed the advisory fees to be paid to SBH for its services to the Fund under the Advisory Agreements. In considering the advisory fee and total fees and expenses of the Fund, the Board reviewed comparisons to the Morningstar peer group, the Cohort, and SBH's similarly managed accounts for other types of clients, as well as all proposed expense waivers. When reviewing fees charged to other similarly managed accounts, the Board took into account the type of account and the differences in the management of that account that might be germane to the difference, if any, in the fees charged to such accounts.
|
|
5.
|
Economies of Scale. The Board also considered whether economies of scale would be realized by SBH that should be shared with shareholders. The Board noted that SBH has contractually agreed to reduce its advisory fees or reimburse Fund expenses so that the Fund does not exceed its specified Expense Cap. The Board also noted that the proposed advisory fee schedule has breakpoints at higher asset levels, including the Fund's current asset size. The Board determined that it would continue to monitor economies of scale in the future as circumstances changed and assuming asset levels continued to increase.
|
|
6.
|
The profits to be realized by the Adviser and its affiliates from their relationship with the Fund. The Board reviewed SBH's financial information and took into account both the potential direct benefits and the indirect benefits to SBH from advising the Fund. The Board considered the estimated profitability to SBH from its relationship with the Fund and considered any potential additional material benefits likely to be derived by SBH from its relationship with the Fund, including soft dollar benefits. The Board also considered that the Fund does not have a Rule 12b-1 fee. After such review, the Board determined that the estimated profitability to SBH with respect to the Advisory Agreements was not excessive, and that SBH maintains adequate profit levels to support the services it proposes to provide to the Fund.
|
|
|
|
16
|
|
|
TABLE OF CONTENTS
|
|
|
17
|
|
|
| (b) | Financial Highlights are included within the financial statements filed under Item 7 of this Form. |
Item 8. Changes in and Disagreements with Accountants for Open-End Investment Companies.
There were no changes in or disagreements with accountants during the period covered by this report.
Item 9. Proxy Disclosure for Open-End Investment Companies.
There were no matters submitted to a vote of shareholders during the period covered by this report.
Item 10. Remuneration Paid to Directors, Officers, and Others of Open-End Investment Companies.
See Item 7(a).
Item 11. Statement Regarding Basis for Approval of Investment Advisory Contract.
See Item 7(a).
Item 12. Disclosure of Proxy Voting Policies and Procedures for Closed-End Management Investment Companies.
Not applicable to open-end investment companies.
Item 13. Portfolio Managers of Closed-End Management Investment Companies.
Not applicable to open-end investment companies.
Item 14. Purchases of Equity Securities by Closed-End Management Investment Company and Affiliated Purchasers.
Not applicable to open-end investment companies.
Item 15. Submission of Matters to a Vote of Security Holders.
There have been no material changes to the procedures by which shareholders may recommend nominees to the registrant's board of trustees.
Item 16. Controls and Procedures.
| (a) | The Registrant's Principal Executive Officer and Principal Financial Officer have reviewed the Registrant's disclosure controls and procedures (as defined in Rule 30a-3(c) under the Investment Company Act of 1940 (the "Act")) as of a date within 90 days of the filing of this report, as required by Rule 30a-3(b) under the Act and Rules 13a-15(b) or 15d-15(b) under the Securities Exchange Act of 1934. Based on their review, such officers have concluded that the disclosure controls and procedures are effective in ensuring that information required to be disclosed in this report is appropriately recorded, processed, summarized and reported and made known to them by others within the Registrant and by the Registrant's service provider. |
| (b) | There were no changes in the Registrant's internal control over financial reporting (as defined in Rule 30a-3(d) under the Act) that occurred during the period covered by this report that have materially affected, or are reasonably likely to materially affect, the Registrant's internal control over financial reporting. |
Item 17. Disclosure of Securities Lending Activities for Closed-End Management Investment Companies.
Not applicable to open-end investment companies.
Item 18. Recovery of Erroneously Awarded Compensation.
Not applicable.
Item 19. Exhibits.
| (a) | (1) Any code of ethics or amendment thereto, that is the subject of the disclosure required by Item 2, to the extent that the registrant intends to satisfy Item 2 requirements through filing an exhibit. Not Applicable. |
(2) Any policy required by the listing standards adopted pursuant to Rule 10D-1 under the Exchange Act (17 CFR 240.10D-1) by the registered national securities exchange or registered national securities association upon which the registrant's securities are listed. Not applicable.
(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 Investment Company Act of 1940 (17 CFR 270.30a-2(a)). Filed herewith.
(4) Any written solicitation to purchase securities under Rule 23c-1 under the Act sent or given during the period covered by the report by or on behalf of the registrant to 10 or more persons. Not applicable to open-end investment companies.
(5) Change in the registrant's independent public accountant. Provide the information called for by Item 4 of Form 8-K under the Exchange Act (17 CFR 249.308). Unless otherwise specified by Item 4, or related to and necessary for a complete understanding of information not previously disclosed, the information should relate to events occurring during the reporting period. Not applicable to open-end investment companies.
| (b) | Certifications pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. Furnished herewith. |
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.
| (Registrant) | Advisors Series Trust |
| By (Signature and Title)* | /s/ Jeffrey T. Rauman | ||
| Jeffrey T. Rauman, President/Principal Executive Officer |
| Date | 9/4/2026 |
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 (Signature and Title)* | /s/ Jeffrey T. Rauman | ||
| Jeffrey T. Rauman, President/Principal Executive Officer |
| Date | 9/4/2026 |
| By (Signature and Title)* | /s/ Kevin J. Hayden | ||
| Kevin J. Hayden, Vice President/Treasurer/Principal Financial Officer |
| Date | 9/4/2026 |
* Print the name and title of each signing officer under his or her signature