Essential 40 Stock ETF

(ESN) NASDAQ

Annual Shareholder Report - May 31, 2025

Fund Overview

This annual shareholder report contains important information about Essential 40 Stock ETF ("Fund") for the period of June 1, 2024 to May 31, 2025.You can find additional information about the Fund at https://essential40etf.com/#documents. You can also request this information by contacting us at 1-844-767-3863. This report describes changes to the Fund that occurred during the reporting period.

What were the Fund’s costs for the last year?

(based on a hypothetical $10,000 investment)

Class Name	Costs of a $10,000 investment	Costs paid as a percentage of a $10,000 investment
Essential 40 Stock ETF	$74	0.70%

How did the Fund perform during the reporting period?

The Essential 40 Stock ETF (ESN) has outperformed both S&P 500 Total Return Index and S&P 500 Equal Weight Index year-to-date, amid heightened market volatility driven by tariff uncertainties, interest rate fluctuations, and concerns regarding overall economic growth. The fund underperformed earlier in the fiscal year due to the concentrated returns of the market cap weighted ‘Magnificent 7’. As the markets closed out 2024 and entered a volatile 2025, ESN’s diversification and equal-weight structure significantly contributed to mitigating downside risk while still being able to participate in a historic V-shaped recovery in U.S. equities.

As the markets enter the second half of the year, a broadening of market strength and repositioning of sector exposure by investors should further support the rationale for equal-weight market exposure. With the Federal Reserve’s interest rate policy uncertainty persisting and the U.S. debt gaining more attention, an increase in more equity volatility seems plausible. The equal-weight nature of the Essential 40 Stock ETF (ESN) aims to address these challenging dynamics. Lastly, we believe the theme of “buy what you need” which is inherent to the Essential 40 ETF (ESN) will continue to be embraced by investors.

The Essential 40 fund was converted from a mutual fund (ESSIX) to an ETF in October 2024, aligning with a broader industry trend. This transition enhances trading flexibility and tax efficiency for shareholders. In addition, we have seen an increase in AUM as investors seem to prefer our new ETF structure.

We appreciate your continued support of the Essential 40 Stock ETF (ESN), and we look forward to providing a value add to your financial goals.

How has the Fund performed over the last ten years?

Total Return Based on $10,000 Investment

	Essential 40 Stock ETF - NAV	S&P 500^® Index	S&P 500^® Equal Weight Index	Essential 40 Stock Index Total Return
06/11/14	$10,000	$10,000	$10,000	$10,000
05/31/15	$9,668	$11,056	$11,026	$11,565
05/31/16	$9,283	$11,246	$11,081	$12,573
05/31/17	$9,614	$13,210	$12,832	$15,667
05/31/18	$10,661	$15,110	$14,405	$18,232
05/31/19	$10,548	$15,682	$14,629	$18,166
05/31/20	$10,839	$17,695	$14,984	$18,775
05/31/21	$15,696	$24,829	$22,906	$27,450
05/31/22	$15,837	$24,755	$22,943	$27,910
05/31/23	$15,635	$25,478	$21,953	$27,635
05/31/24	$19,361	$32,660	$26,556	$34,519
05/31/25	$21,569	$37,076	$28,813	$38,746

Average Annual Total Returns

	1 Year	5 years	10 Years
Essential 40 Stock ETF - NAV	11.40%	14.75%	8.35%
S&P 500^® Index	13.52%	15.94%	12.86%
S&P 500^® Equal Weight Index	8.50%	13.97%	10.08%
Essential 40 Stock Index Total Return	12.25%	15.59%	12.85%

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.

Fund Statistics

Net Assets$88,422,773
Number of Portfolio Holdings40
Advisory Fee (net of waivers)$192,662
Portfolio Turnover11%

Asset Weighting (% of total investments)

Value	Value
Common Stocks	100.0%

What did the Fund invest in?

Sector Weighting (% of net assets)

Value	Value
Other Assets in Excess of Liabilities	1.1%
Materials	4.9%
Consumer Staples	5.1%
Utilities	5.5%
Energy	7.1%
Consumer Discretionary	9.1%
Communications	9.8%
Health Care	11.0%
Financials	11.1%
Industrials	14.4%
Technology	20.9%

Top 10 Holdings (% of net assets)

Holding Name	% of Net Assets
CME Group, Inc.	3.0%
International Business Machines Corporation	2.9%
CVS Health Corporation	2.9%
Visa, Inc., Class A	2.9%
Boeing Company (The)	2.8%
American Water Works Company, Inc.	2.8%
Waste Management, Inc.	2.8%
Palo Alto Networks, Inc.	2.8%
Costco Wholesale Corporation	2.8%
Nutrien Ltd.	2.7%

Material Fund Changes

On October 18, 2024, the Essential 40 Stock Fund merged into a newly‑created ETF shell, effectively converting the Essential 40 Stock Fund’s structure from a mutual fund to an ETF, the Essential 40 Stock ETF:

The merger resulted in mutual fund shares being restructured as ETF shares trading on The NASDAQ Stock Market, LLC, under ticker “ESN”. Shareholders now trade intra-day at market prices rather than transacting at daily NAV. Authorized Participants (APs) may create/redeem ETF shares in-kind. Shareholder liquidity, transparency, and potential tax efficiency have increased relative to the mutual fund structure.

Essential 40 Stock ETF

Annual Shareholder Report - May 31, 2025

Where can I find additional information about the Fund?

Additional information is available on the Fund's website (https://essential40etf.com/#documents), including its:

Prospectus
Financial information
Holdings
Proxy voting information

TSR-AR 053125-ESN

(a) The Registrant’s schedule of investments in unaffiliated issuers is included in the Financial Statements under Item 7 of this form.

Item 7. Financial Statements and Financial Highlights for Open-End Management Investment Companies.

Essential 40 Stock ETF

(Symbol: ESN)

Annual Financial Statements

and

Additional Information

May 31, 2025

1-844-767-3863

(LOGO)

Distributed by Northern Lights Distributors, LLC

Member FINRA/SIPC

Essential 40 Stock ETF (the “Fund”) is a series of shares of beneficial interest of the Northern Lights Fund Trust II, (the “Trust”), a Delaware statutory trust organized on August 26, 2010. The Fund is registered under the Investment Company Act of 1940, as amended, (the “1940 Act”), as a diversified, open-end management investment company. The primary investment objective of the Fund is to seek to track, before fees and expenses, the performance of the Essential 40 Stock Index. The inception date of the Fund is June 6, 2014.

Effective as of the close of business on October 18, 2024, the Fund converted from a mutual fund to an exchange-traded fund (“ETF”), pursuant to an Agreement and Plan of Reorganization. The reorganization was accomplished by a tax-free exchange of shares (with an exception for fractional mutual fund shares). The costs of the reorganization were borne by the Adviser and the Fund is not obligated to reimburse these expenses, and the Adviser will not seek reimbursement. The reorganization did not result in a material change to the investment portfolio and no material differences in the accounting policies of the acquired fund. Following the effective date of the reorganization, the Fund adopted the performance and financial history of Essential 40 Stock Fund. The inception date of the Fund is June 6, 2014. The following table illustrates the specifics of the reorganization of the Mutual Fund into the ETF:

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”). The preparation of financial statements in accordance with GAAP requires 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 income and expenses for the 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.”

Operating Segments – The Fund has adopted Financial Accounting Standards Board (“FASB”) Accounting Standards Update 2023-07, Segment Reporting (Topic 280) - Improvements to Reportable Segment Disclosures (“ASU 2023- 07”). Adoption of the standard impacted financial statement disclosures only and did not affect the Fund’s financial position or the results of its operations. An operating segment is defined in Topic 280 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 entity’s 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 Fund. The Fund operates as a single operating segment. The Fund’s 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. Short-term debt obligations having 60 days or less remaining until maturity, at time of purchase may be valued at amortized cost (which approximates fair value). Investments in open-end investment companies are valued at net asset value.

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 will be valued using the “fair value” procedures approved by the Board. The Board has delegated execution of these procedures to the Adviser as its valuation designee (the “Valuation Designee”). The Valuation Designee may also enlist third party consultants such as a valuation specialist at a public accounting firm, valuation consultant or financial officer of a security issuer on an as-needed basis to assist in determining a security-specific fair value. The Board is responsible for reviewing and approving fair value methodologies utilized by the Valuation Designee, which approval shall be based upon whether the Valuation Designee followed the valuation procedures established by the Board.

Fair Valuation Process – The applicable investments are valued by the Valuation Designee pursuant to valuation procedures established 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 asked price is available; the spread between bid and asked 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 will affect 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 a Fund’s 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 Fund’s 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.

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 in 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.

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 May 31, 2025 for the Fund’s assets and liabilities measured at fair value on a recurring basis:

Security Transactions and Investment Income – Investment security transactions are accounted for on a trade date basis. Cost is determined and gains and losses are based upon the specific identification method for both financial statement and federal income tax purposes. Dividend income is recorded on the ex-dividend date and interest income is recorded on the accrual basis. The Fund is subject to foreign withholding tax imposed by certain foreign countries in which the Fund may invest. Withholding taxes are incurred on certain foreign dividends and are accrued at the time the dividend is recognized based on applicable foreign tax laws. The Fund may file withholding tax refunds in certain jurisdictions to recover a portion of amounts previously withheld. The Funds will record a receivable for such tax refunds based on several factors including an assessment of a jurisdiction’s legal obligation to pay reclaims, administrative practices and payment history. These amounts are included in dividends and interest receivable in the Fund’s Statement of Assets and Liabilities.

Federal Income Taxes – The Fund has qualified and intends to continue to qualify each year as a regulated investment company (“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 Fund’s 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.

Dividends and Distributions to Shareholders – Dividends from net investment income and distributions from net realized capital gains, if any, are declared and paid annually. Dividends and distributions to shareholders are recorded on the ex- dividend date. Dividends from net investment income and distributions from net realized gains are determined in accordance with Federal income tax regulations, which may differ from GAAP. These “book/tax” differences are considered either temporary (e.g. deferred losses) 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. Any such reclassifications will have no effect on net assets, results of operations, or net asset values per share of the Fund.

Cash – The Fund considers their balances held in an FDIC insured interest bearing savings account to be cash. The Fund maintains cash balances at the custodian, which, at times, may exceed federally insured limits.

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, 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 Trust. Additionally, in the normal course of business, the Fund enters into contracts that contain a variety of representations and warranties and which provide general indemnities. The Fund’s 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, based on experience, the Fund expects the risk of loss due to these warranties and indemnities to be remote.

For the year ended May 31, 2025, cost of purchases and proceeds from sales of portfolio securities (excluding in-kind transactions and short-term investments), amounted to $16,291,092 and $8,789,316 respectively. For the year ended May 31, 2025, cost of purchases and proceeds from sales of portfolio securities for in-kind transactions, amounted to $13,256,031 and $2,609,932 respectively.

Advisory Fees – KKM Financial LLC serves as the Fund’s investment adviser (the “Adviser”). Pursuant to an Investment Advisory Agreement with the Fund, the Adviser, under the oversight of the Board, directs the daily operations of the Fund and supervises the performance of administrative and professional services provided by others. As compensation for its services and the related expenses borne by the Adviser, the Fund pays the Adviser an investment advisory fee, computed and accrued daily and paid monthly, at an annual rate of 0.50% of the Fund’s average daily net assets. For the year ended May 31, 2025, the Adviser earned advisory fees of $389,068 from the Fund.

The Adviser has contractually agreed to waive all or part of its advisory fees and/or make payments to limit Fund expenses (exclusive of any front-end or contingent deferred loads, taxes, leverage interest, brokerage commissions, expenses incurred in connection with any merger or reorganization, dividend expense on securities sold short, expenses of investing in underlying funds, or extraordinary expenses such as litigation) at least until October 31, 2025, so that the total annual operating expenses of the Fund do not exceed 0.70% of the average daily net assets of the shares of the Fund. Advisory fee waivers or expense reimbursements are subject to possible recoupment from the Fund in future years on a rolling three year basis (within the three years after the fees have been waived or reimbursed) if such recoupment can be achieved within the foregoing expense limits. During the year ended May 31, 2025, the Adviser waived fees of $196,406. As of May 31, 2025, the cumulative expenses subject to recapture amounted to $610,054, of which $208,476 expires May 31, 2026, $205,172 expires May 31, 2027, and $196,406 expires May 31, 2028.

Distributor – Northern Lights Distributors, LLC, (the “Distributor”), serves as the principal underwriter and national distributor for the shares of the Fund pursuant to an ETF Distribution Agreement with the Trust (the “Distribution Agreement”). The offerings of the Shares are continuous and the Distributor acts as an agent for the Trust. Prior to the close of business October 18, 2024 the distributor acted as the Mutual Fund’s principal underwriter in a continuous offering of Funds’ shares.

In addition, certain affiliates of the Distributor provide services to the Fund as follows:

Ultimus Fund Solutions, LLC (“UFS”) - UFS, an affiliate of the Distributor, provides administration, fund accounting and transfer agent services to the Fund. Pursuant to separate servicing agreements with UFS, the Fund pays UFS customary fees for providing administration, fund accounting and transfer agency services to the Fund. Certain officers of the Trust are also officers of UFS and are not paid any fees directly by the Fund for servicing in such capacities.

Northern Lights Compliance Services, LLC (“NLCS”) - 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.

Blu Giant, LLC (“Blu Giant”) – Blu Giant, 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, Blu Giant receives customary fees from the Fund.

Shares are not individually redeemable and may be redeemed by the Funds at net asset value (“NAV”) only in large blocks known as “Creation Units.” Shares are created and redeemed by the Funds only in Creation Unit size aggregations of 10,000 shares. Only Authorized Participants are permitted to purchase or redeem Creation Units from the Funds. 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 Depository Trust Company participant and, in each case, must have executed a Participant Agreement with the distributor. Such transactions are generally permitted on an in-kind basis, with a balancing cash component to equate the transaction to the NAV per share of the Funds on the transaction date.

Cash may be substituted equivalent to the value of certain securities generally when they are not available in sufficient quantity for delivery, not eligible for trading by the Authorized Participant or as a result of other market circumstances. In addition, the Funds may impose transaction fees on purchases and redemptions of Funds shares to cover the custodial and other costs incurred by the Fund in effecting trades. A fixed fee payable to the Custodian is 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”).

For the period ended May 31, 2025, the Fund received $0 and $5,700 in variable and fixed fees, respectively.

The identified cost of investments in securities owned by the Fund for federal income tax purposes and its respective gross unrealized appreciation and depreciation at May 31, 2025, were as follows:

The tax character of distributions paid during the following fiscal years was as follows:

As of May 31, 2025, the components of accumulated earnings/ (deficit) on a tax basis were as follows:

The difference between book basis and tax basis undistributed net investment income, accumulated net realized gains (losses), and unrealized appreciation from investments is primarily attributable to the tax deferral of losses on wash sales and adjustments for partnerships.

Permanent book and tax differences, primarily attributable to tax adjustments for realized gain (loss) on in-kind redemptions and the book/tax basis treatment of non-deductible expenses resulted in reclassifications for the Fund for the fiscal year ended May 31, 2025, as follows:

Subsequent events after the date of the Statement of Assets and Liabilities 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.

and the Shareholders of Essential 40 Stock ETF (formerly known as Essential 40 Stock Fund)

We have audited the accompanying statement of assets and liabilities of Essential 40 Stock ETF (formerly known as Essential 40 Stock Fund) (the Fund), including the schedule of investments, as of May 31, 2025, the related statement of operations for the year then ended, the statements of changes in net assets for each of the two years in the period then ended, and the related notes to the financial statements (collectively, the financial statements), and the financial highlights for each of the five years in the period then ended. In our opinion, the financial statements and financial highlights present fairly, in all material respects, the financial position of the Fund as of May 31, 2025, the results of its operations for the year then ended, the changes in net assets for each of the two years in the period then ended, and the financial highlights for each of the five years in the period then ended, in conformity with accounting principles generally accepted in the United States of America.

These financial statements are the responsibility of the Fund’s management. Our responsibility is to express an opinion on the Fund’s financial statements and financial highlights based on our audits. 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 U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audits 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 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 audits, 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 Fund’s internal control over financial reporting. Accordingly, we express no such opinion.

Our audits included performing procedures to assess the risks of material misstatement of the financial statements, 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. Our procedures included confirmation of securities owned as of May 31, 2025, by correspondence with the custodian. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion.

We have served as the auditor of one or more KKM Financial, LLC advised investment companies since 2015.

There were no changes in or disagreements with accountants during the period covered by this report.

At a meeting (the “Meeting”) of the Board of Trustees (the “Board”) of Northern Lights Fund Trust II (the “Trust”) held on July 30, 2024, the Board, including the disinterested Trustees (the “Independent Trustees”), considered the approval of the proposed advisory agreement (the “KKM Advisory Agreement”) between KKM Financial, LLC (“KKM”) and the Trust on behalf of the Essential 40 Stock ETF (the “Fund”). Based on their evaluation of the information provided by KKM, in conjunction with Essential 40’s other service providers, the Board, by a unanimous vote (including a separate vote of the Independent Trustees), approved the proposed KKM Advisory Agreement with respect to the Fund.

In advance of the Meeting, the Board requested and received materials to assist them in considering the approval of the KKM Advisory Agreement. The materials provided contained information with respect to the factors enumerated below, including the KKM Advisory Agreement, a memorandum prepared by the Trust’s outside legal counsel discussing in detail the Trustees’ fiduciary obligations and the factors they should assess in considering the continuation of the KKM Advisory Agreement and comparative information relating to the advisory fee and other expenses of the Fund. The materials also included due diligence materials relating to KKM (including due diligence questionnaires completed by KKM, select financial information of KKM, bibliographic information regarding the Fund’s key management and investment advisory personnel, and comparative fee information relating to Essential 40) and other pertinent information. At the Meeting, the Independent Trustees were advised by counsel that is experienced in Investment Company Act of 1940 matters and that is independent of fund management and met with such counsel separately from fund management.

The Board then reviewed and discussed the written materials that were provided in advance of the Meeting and deliberated on the approval of the KKM Advisory Agreement. The Board relied upon the advice of independent legal counsel and their own business judgment in determining the material factors to be considered in evaluating the KKM Advisory Agreement and the weight to be given to each such factor. The conclusions reached by the Board were based on a comprehensive evaluation of all of the information provided and were not the result of any one factor. Moreover, each Trustee may have afforded different weight to the various factors in reaching his conclusions with respect to the KKM Advisory Agreement. In considering the approval of the KKM Advisory Agreement, the Board reviewed and analyzed various factors that they determined were relevant, including the factors enumerated below.

Nature, Extent and Quality of Services. During the discussions with KKM, the Board reviewed materials provided by KKM relating to the proposed KKM Advisory Agreement, including a description of the manner in which investment decisions are made and executed and a review of the professional personnel that will be performing services for the Fund including the individuals that primarily monitor and execute the investment process. The Board noted that KKM is the long-time adviser of the Essential 40 Stock Fund (the “Current Fund”) which will be converting into an ETF by reorganizing into the Essential 40 Stock ETF (the “Fund”). The Board discussed and noted that they were familiar with KKM’s ability to manage a fund as well as its commitment to the Current Fund. The Board then discussed the extent of KKM’s research capabilities, the quality of its compliance infrastructure and the experience of its fund management personnel. The Board considered KKM’s specific responsibilities in all aspects of the day-to-day management of the Fund and concluded that KKM’s personnel have the qualifications and expertise to manage the Fund. The Board also noted that KKM continued to be committed to the investment strategy put in place for Current Fund in 2017. Additionally, the Board received responses from the representatives of KKM with respect to a series of important

questions, including: whether KKM is involved in any lawsuits or pending regulatory actions; whether the management of other accounts will conflict with its management of Essential 40 ETF; and whether KKM has procedures in place to adequately allocate trades among its respective clients. The Board also reviewed the descriptions provided by KKM of its practices for monitoring compliance with the Fund’s investment limitations, noting that KKM’s chief compliance officer would continually review the portfolio managers’ performance of their duties with respect to the Fund to ensure compliance under KKM’s compliance program. The Board then reviewed the capitalization of KKM based on financial information and other materials provided by and discussed with KKM and concluded that KKM was sufficiently well- capitalized and its control persons had the ability to make additional contributions in order to meet its obligations to the Fund. The Board discussed KKM’s compliance structure and broker selection process and engaged in a discussion with the Trust’s chief compliance officer regarding KKM’s business practices. The Board noted that the CCO of the Trust continued to represent that KKM’s compliance policies and procedures were reasonably designed to prevent violations of applicable securities laws. The Board also noted KKM’s representation that the prospectus and statement of additional information for the Fund accurately describe the investment strategies of the Fund which are substantially similar to the Current Fund. The Board concluded that KKM had sufficient quality and depth of personnel, resources, investment methods and compliance policies and procedures necessary to perform its duties under the KKM Advisory Agreement with respect to the Fund and that the nature, overall quality and extent of the management services to be provided by KKM are satisfactory.

Performance. The Board discussed the reports prepared by Broadridge and reviewed the performance of the Current Fund as compared to its peer group, Morningstar category and the Essential 40 Stock Index (the “Index”) for the one- year, three-year, five-year and ten-year periods ended June 30, 2024. The Board noted that performance for the one- year, three-year and five-year periods reflected the Current Fund’s current strategy while performance for the ten- year period included the performance of the Current Fund under its previous investment strategy. Accordingly, the Board focused its review on the performance of the Current Fund after the investment strategy change. The Board noted that the Current Fund had underperformed the Morningstar category median, peer group median and the Essential 40 Stock Total Return Index for the one year, three year and five year periods, and with respect to the Essential 40 Stock Index in each such period. After further discussion, the Board concluded that the current strategy should result over time in improved longer-term performance and that current performance was acceptable.

Fees and Expenses. As to the costs of the services provided by KKM, the Board reviewed and discussed the Fund’s proposed advisory fee and overall operating expenses as compared to its peer group and Morningstar category as presented in the Broadridge Report. The Board noted that the advisory fee was equal to its peer group median and Morningstar category median. The Board also reviewed the contractual arrangements for the Fund, which stated that KKM had agreed to waive or limit its advisory fee and/or reimburse expenses at least until October 31, 2025, in order to limit net annual operating expenses, exclusive of certain fees, so as not to exceed 0.70% of the Fund’s average net assets and found such arrangements to be beneficial to shareholders. The Board concluded that the expense cap for the Fund was in the best interest of shareholders. It was the consensus of the Board that, based on KKM’s experience and expertise, and the services provided by KKM to the Fund, that the advisory fee charged by KKM was not unreasonable.

Profitability. The Board also considered the level of profits that could be expected to accrue to KKM with respect to the Fund based on breakeven and profitability reports and analyses reviewed by the Board and the selected financial information provided by KKM. After review and discussion, the Board concluded that, based on the services to be provided by KKM and the projected growth of the Essential 40 ETF, the anticipated level of profit from KKM.s relationship with the Fund was not excessive.

Economies of Scale. As to the extent to which the Fund will realize economies of scale as it grows, and whether the fee levels reflect these economies of scale for the benefit of investors, the Board discussed KKM’s expectations for growth of Essential 40 ETF. After consideration, the Board concluded that any material economies of scale would not be achieved in the near term.

Conclusion. The Board relied upon the advice of counsel, and their own business judgment in determining the material factors to be considered in evaluating the KKM Advisory Agreement and the weight to be given to each such factor. Accordingly, having requested and received such information from KKM as the Trustees believed to be reasonably necessary to evaluate the terms of the KKM Advisory Agreement, and as assisted by the advice of independent counsel, the Board, including a majority of the Independent Trustees, determined that, with respect to the KKM Advisory Agreement, (a) the terms of the KKM Advisory Agreement are reasonable; (b) the advisory fee is reasonable; and (c) the KKM Advisory Agreement is in the best interests of the Fund and its shareholders. In considering the approval of the KKM Advisory Agreement, the Board did not identify any one factor as all important, but rather considered these factors collectively and determined that the approval of the KKM Advisory Agreement was in the best interest of the Fund and its shareholders. Moreover, the Board noted that each Trustee may have afforded different weight to the various factors in reaching his conclusions with respect to the KKM Advisory Agreement.

Item 8. Changes in and Disagreements with Accountants for Open-End Management Investment Companies.

Item 10. Remuneration Paid to Directors, Officers, and Others of Open-End Management Investment Companies.

Item 11. Statement Regarding Basis for Approval of Investment Advisory Contract.

Item 12. Disclosure of Proxy Voting Policies and Procedures for Closed-End Management Investment Companies.

Item 14. Purchases of Equity Securities by Closed-End Management Investment Company and Affiliated Purchasers.

(a) The registrant’s Principal Executive Officer and Principal Financial Officer have concluded that the registrant’s 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 registrant’s 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 registrant’s internal control over financial reporting.

Item 17. Disclosure of Securities Lending Activities for Closed-End Management Investment Companies.

(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.

(b) Certifications required by Rule 30a-2(b) under the Act (17 CFR 270.30a-2(b)): Attached hereto.

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.

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.

225 Pictoria Drive, Suite 450, Cincinnati, Ohio	45246
(Address of principal executive offices)	(Zip code)

Date of fiscal year end:	5/31

Date of reporting period:	5/31/2025

(a)	The registrant has, as of the end of the period covered by this report, adopted a code of ethics that applies to the registrant’s 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)	N/A

(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)	N/A

(f)(1)	See Item 19(a)(1)

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 registrant’s principal accountant, other than the services reported in paragraphs (a) through (c) of this item were $0 and $0 for the fiscal years ended May 31, 2025 and May 31, 2024, respectively.

(e)(1)	The audit committee does not have pre-approval policies and procedures. Instead, the audit committee or audit committee chairman approves on a case-by-case basis each audit or non-audit service before the principal accountant is engaged by the registrant.

(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 registrant’s principal accountant for services rendered to the registrant for the fiscal years ended May 31, 2025 and May 31, 2024, respectively are disclosed in (b)-(d) above. There were no audit or non-audit services performed by the registrant’s principal accountant for the registrant’s adviser.

(h)	Not applicable.

(i)	Not applicable.

(j)	Not applicable.

Shares			Fair Value
		COMMON STOCKS — 98.9%
		AEROSPACE & DEFENSE - 5.2%
	12,104	Boeing Company (The)^(a)	$	2,509,402
	4,348	Lockheed Martin Corporation, B		2,097,388
				4,606,790
		AUTOMOTIVE - 2.5%
	213,976	Ford Motor Company		2,221,070

		BANKING - 2.6%
	8,873	JPMorgan Chase & Company		2,342,472

		BIOTECH & PHARMA - 6.8%
	2,666	Eli Lilly & Company		1,966,628
	14,347	Johnson & Johnson		2,226,798
	77,926	Pfizer, Inc.		1,830,482
				6,023,908
		CABLE & SATELLITE - 2.2%
	56,859	Comcast Corporation, Class A		1,965,616

		CHEMICALS - 2.7%
	40,996	Nutrien Ltd.		2,419,994

		COMMERCIAL SUPPORT SERVICES - 2.8%
	10,230	Waste Management, Inc.		2,465,123

		DIVERSIFIED INDUSTRIALS - 2.7%
	15,934	3M Company		2,363,809

		E-COMMERCE DISCRETIONARY - 2.3%
	9,925	Amazon.com, Inc.^(a)		2,034,724

		ELECTRIC UTILITIES - 2.6%
	19,836	Duke Energy Corporation		2,335,094

(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 registrant’s 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:

Shares			Fair Value
		COMMON STOCKS — 98.9% (Continued)
		GAS & WATER UTILITIES - 2.8%
	17,287	American Water Works Company, Inc.	$	2,471,522

		HEALTH CARE FACILITIES & SERVICES - 4.2%
	39,541	CVS Health Corporation		2,532,206
	3,863	UnitedHealth Group, Inc.		1,166,278
				3,698,484
		HOME CONSTRUCTION - 2.0%
	28,873	Masco Corporation		1,802,253

		INSTITUTIONAL FINANCIAL SERVICES - 3.0%
	9,206	CME Group, Inc.		2,660,534

		INSURANCE - 5.5%
	4,799	Berkshire Hathaway, Inc., Class B^(a)		2,418,504
	8,116	Chubb Ltd.		2,412,075
				4,830,579
		INTERNET MEDIA & SERVICES - 4.9%
	11,333	Alphabet, Inc., Class A		1,946,329
	3,630	Meta Platforms, Inc., A		2,350,389
				4,296,718
		METALS & MINING - 2.2%
	49,583	Freeport-McMoRan, Inc.		1,907,954

		OIL & GAS PRODUCERS - 7.1%
	65,531	Enterprise Products Partners, L.P.		2,019,665
	19,339	Exxon Mobil Corporation		1,978,380
	14,229	Marathon Petroleum Corporation		2,287,170
				6,285,215
		RETAIL - CONSUMER STAPLES - 2.8%
	2,332	Costco Wholesale Corporation		2,425,700

		RETAIL - DISCRETIONARY - 2.3%
	5,413	Home Depot, Inc. (The)		1,993,554

Assets:
Investments in Securities at Fair Value (at cost $73,626,137)	$	87,434,813
Cash		892,696
Cash Deposits with Broker		23
Dividends and Interest Receivable		210,316
Prepaid Expenses and Other Assets		957
Total Assets		88,538,805

Liabilities:
Investment Advisory Fees Payable		36,835
Payable to Related Parties		22,793
Accrued Expenses and Other Liabilities		56,404
Total Liabilities		116,032

Net Assets	$	88,422,773

Composition of Net Assets:
Net Assets consisted of:
Paid-in-Capital	$	75,155,820
Accumulated Gains		13,266,953
NET ASSETS	$	88,422,773

Net Asset Value, Per Share
Shares:
Net Assets	$	88,422,773
Shares of beneficial interest outstanding (unlimited shares of no par beneficial interest authorized)		5,702,827
Net Asset Value (Net Assets ÷ Shares Outstanding), Offering and Redemption Price Per Share	$	15.51

Investment Income:
Dividend Income (Net of tax withholding of $11,177)	$	1,737,784
Interest Income		15,447
Total Investment Income		1,753,231

Expenses:
Investment Advisory Fees		389,068
Administration Fees		90,419
Fund Accounting Fees		41,886
Printing Expense		36,268
Legal Fees		27,127
Registration Fees		25,309
Chief Compliance Officer Fees		26,176
Trustees’ Fees		25,951
Transfer Agent Fees		24,045
Audit and Tax Fees		21,116
Custody Fees		13,678
Third Party Administrative Servicing Fees		6,378
Insurance Expense		4,549
Interest Expense		1,399
Miscellaneous Expenses		9,615
Total Expenses		742,984
Less: Fees Waived by Adviser		(196,406	)
Net Expenses		546,578
Net Investment Income		1,206,653

Net Realized and Unrealized Gain on Investments:
Net Realized Gain from:
Investments		168,998
In-Kind Redemptions		882,631
Realized Gain on Investments		1,051,629

Net Change in Unrealized Appreciation on:
Investments		5,662,849
Net Realized and Unrealized Gain on Investments		6,714,478

Net Increase in Net Assets Resulting From Operations	$	7,921,131

	For the Year			For the Year
	Ended			Ended
	May 31, 2025*			May 31, 2024
Operations:
Net Investment Income	$	1,206,653		$	954,430
Net Realized Gain on Investments		168,998			2,469,694
Net Realized Gain on In-Kind Redemptions		882,631			—
Net Change in Unrealized Appreciation on Investments		5,662,849			8,753,200
Net Increase in Net Assets Resulting From Operations		7,921,131			12,177,324

Distributions to Shareholders:
Total Distributions Paid		(2,928,465	)		(1,484,884	)
Net Decrease in Net Assets From Distributions to Shareholders		(2,928,465	)		(1,484,884	)

Beneficial Interest Transactions:
Proceeds from Shares Issued		23,125,437			12,914,480
Distributions Reinvested		2,170,233			1,436,698
Cost of Shares Redeemed		(4,880,403	)		(12,526,669	)
Total Transactions		20,415,267			1,824,509

Net Increase in Net Assets Resulting From Beneficial Interest Transactions		20,415,267			1,824,509

Total Increase in Net Assets		25,407,933			12,516,949

Net Assets:
Beginning of Year		63,014,840			50,497,891
End of Year	$	88,422,773		$	63,014,840

Share Activity:
Shares Issued		1,529,418			951,176
Shares Reinvested		155,239			106,580
Shares Redeemed		(324,084	)		(917,794	)
Net Increase in shares of beneficial interest outstanding		1,360,573			139,962

	Year			Year			Year			Year			Year
	Ended			Ended			Ended			Ended			Ended
	May 31, 2025*			May 31, 2024			May 31, 2023			May 31, 2022			May 31, 2021
Net Asset Value, Beginning of Year	$	14.51		$	12.02		$	13.32		$	14.76		$	10.32
Activity From Investment Operations:
Net investment income (a)		0.23			0.22			0.23			0.18			0.18
Net realized and unrealized gain (loss) from investments		1.37			2.62			(0.42	)		0.01			4.42
Total from investment operations		1.60			2.84			(0.19	)		0.19			4.60
Distributions to shareholders from:
Net investment income		(0.20	)		(0.22	)		(0.16	)		(0.20	)		(0.16	)
Net realized gains		(0.40	)		(0.13	)		(0.95	)		(1.43	)		—
Total distributions		(0.60	)		(0.35	)		(1.11	)		(1.63	)		(0.16	)
Net Asset Value, End of Year	$	15.51		$	14.51		$	12.02		$	13.32		$	14.76
Market Price, End of Year	$	15.52
Total Return (b)		11.40	%		23.83	%		(1.27	)%		0.89	%		44.82	%
Market Price Total Return		0.86	% (f)
Ratios/Supplemental Data
Net assets, end of year (in 000’s)	$	88,423		$	63,015		$	50,498		$	30,587		$	41,693
Ratio of expenses to average net assets: (c)
before reimbursement (d)		0.95	%		1.05	%		1.24	%		1.29	%		1.27	%
net of reimbursement		0.70	%		0.70	%		0.71	%		0.70	%		0.70	%
Ratio of net investment income to average net assets		1.55	%		1.64	%		1.87	%		1.28	%		1.48	%
Portfolio turnover rate		11	% (e)		24	%		55	%		21	%		102	%

Assets	Level 1		Level 2		Level 3		Total
Common Stock*	$	87,434,813	$	—	$	—	$	87,434,813
Total	$	87,434,813	$	—	$	—	$	87,434,813

		Gross Unrealized		Gross Unrealized			Net Unrealized
Tax Cost		Appreciation		(Depreciation)			Appreciation
$	74,770,749	$	17,278,587	$	(4,614,523	)	$	12,664,064

	Fiscal Year Ended		Fiscal Year Ended
	May 31, 2025		May 31, 2024
Ordinary Income	$	1,691,887	$	945,702
Long-Term Capital Gain		1,236,578		539,182
	$	2,928,465	$	1,484,884

Undistributed		Undistributed		Post October Loss		Capital Loss		Other		Unrealized		Total
Ordinary		Long-Term		and		Carry		Book/Tax		Appreciation/		Accumulated
Income		Gains		Late Year Loss		Forwards		Differences		(Depreciation)		Earnings/(Deficits)
$	602,889	$	—	$	—	$	—	$	—	$	12,664,064	$	13,266,953

	2025	$20,500
	2024	$16,000

	2025	$3,600
	2024	$3,300

Shares			Fair Value
		COMMON STOCKS — 98.9% (Continued)
		SEMICONDUCTORS - 2.3%
	104,832	Intel Corporation	$	2,049,466

		SOFTWARE - 8.0%
	5,043	Microsoft Corporation		2,321,595
	14,167	Oracle Corporation		2,345,063
	12,678	Palo Alto Networks, Inc.^(a)		2,439,501
				7,106,159
		TECHNOLOGY HARDWARE - 2.1%
	9,172	Apple, Inc.		1,842,196

		TECHNOLOGY SERVICES - 8.6%
	7,363	Automatic Data Processing, Inc.		2,396,877
	9,888	International Business Machines Corporation		2,561,585
	6,923	Visa, Inc., Class A		2,528,210
				7,486,672
		TELECOMMUNICATIONS - 2.7%
	54,952	Verizon Communications, Inc.		2,415,690

		TRANSPORTATION & LOGISTICS - 3.7%
	33,805	Delta Air Lines, Inc.		1,635,824
	7,684	FedEx Corporation		1,675,880
				3,311,704
		WHOLESALE - CONSUMER STAPLES - 2.3%
	28,381	Sysco Corporation		2,071,813

		TOTAL COMMON STOCKS (Cost $73,626,137)		87,434,813

		TOTAL INVESTMENTS - 98.9% (Cost $73,626,137)	$	87,434,813
		OTHER ASSETS IN EXCESS OF LIABILITIES- 1.1%		987,960
		NET ASSETS - 100.0%	$	88,422,773

By (Signature and Title)
/s/ Kevin E. Wolf
Kevin E. Wolf, Principal Executive Officer/President

By (Signature and Title)
/s/ Erik Naviloff
Erik Naviloff, Principal Financial Officer/Treasurer