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   811-22549

 

Northern Lights Fund Trust II
(Exact name of registrant as specified in charter)

 

225 Pictoria Drive, 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)

 

Registrant’s telephone number, including area code:  631-470-2600  

 

Date of fiscal year end: 2/28  
     
Date of reporting period:   02/28/2026   

 

 

Item 1. Reports to Stockholders.

 

(a)
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Beacon Selective Risk ETF 

(BSR) NYSE Arca, Inc.

Annual Shareholder Report - February 28, 2026

Image

Fund Overview

This annual shareholder report contains important information about Beacon Selective Risk ETF for the period of March 1, 2025 to February 28, 2026. You can find additional information about the Fund at https://beaconinvestingfunds.com/beacon-selective-risk/#documents. You can also request this information by contacting us at 1-866-439-9093.

 

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

(based on a hypothetical $10,000 investment)

Table Summary
Fund Name
Costs of a $10,000 investment
Costs paid as a percentage of a $10,000 investment
Beacon Selective Risk ETF
$104
1.00%

How did the Fund perform during the reporting period? 

The optimism that defined 2024 was quickly tested in 2025 as a new source of market volatility emerged: trade policy. The Trump administration’s announcement of sweeping “reciprocal” tariffs in early April triggered the largest single-day market selloff since the onset of the COVID-19 pandemic, briefly pushing the S&P 500 nearly 19% below its February highs. The swift and severe market reaction underscored how sensitive equity valuations had become after two consecutive years of outsized gains. Markets proved resilient, however. The subsequent suspension and negotiation of many tariff rates allowed equities to recover sharply, and the S&P 500 finished the year with a total return of approximately 17%—its third consecutive year of double-digit performance.

 

Federal Reserve policy added another layer of complexity. After holding rates steady for the better part of the year, the Fed resumed its easing cycle in September with three consecutive 25-basis-point cuts, ending 2025 with the federal funds rate in a range of 3.50%–3.75%. While the Fed remained accommodative, the pace was deliberate and tempered by inflation that remained persistently above the Fed’s 2% target. The committee’s December dot plot signaled only one additional cut in 2026, reflecting genuine uncertainty about the path forward and prompting the Fed to adopt an explicit “wait-and-see” posture heading into the new year.

 

The consumer story in 2025 remained bifurcated. Upper-income households benefited from rising asset prices and continued wage growth, while lower- and middle-income consumers faced persistent pressure from cumulative inflation in goods, services, and housing. Early warning signs from credit card and auto loan delinquencies that emerged in 2024 became more visible themes in 2025, contributing to meaningful underperformance in select retail and consumer-facing sectors relative to the broader index.

 

Looking ahead to 2026, we expect the market environment to remain uncertain. The concentration of returns in a handful of mega-cap names is increasingly difficult to sustain, and a broadening of market leadership or a rotation away from AI-driven valuations could create meaningful opportunities for disciplined, process-driven strategies. The Federal Reserve’s data-dependent posture, combined with ongoing uncertainty around trade policy and a potential leadership transition at the central bank, suggests that volatility will remain elevated.

How has the Fund performed since inception? 

Total Return Based on $10,000 Investment

Growth of 10K Chart
Table Summary
Beacon Selective Risk ETF - NAV
Dow Jones Moderately Aggressive Portfolio Index
S&P 500® Index
04/17/23
$10,000
$10,000
$10,000
02/29/24
$10,766
$11,205
$12,448
02/28/25
$12,069
$12,434
$14,739
02/28/26
$13,066
$14,972
$17,243

Average Annual Total Returns 

Table Summary
1 Year
Since Inception (April 17, 2023)
Beacon Selective Risk ETF - NAV
8.26%
9.77%
Dow Jones Moderately Aggressive Portfolio Index
20.42%
15.11%
S&P 500® Index
16.99%
20.92%

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. For updated performance call 1-866-439-9093.

Fund Statistics 

Table Summary
Net Assets
$40,168,909
Number of Portfolio Holdings
11
Advisory Fee (net of waivers)
$78,184
Portfolio Turnover
126%

Asset Weighting (% of total investments)

Group By Asset Type Chart
Table Summary
Value
Value
Exchange-Traded Funds
100.0%

What did the Fund invest in? 

Sector Weighting (% of net assets)

Group By Sector Chart
Table Summary
Value
Value
Other Assets in Excess of Liabilities
0.1%
Equity
99.9%

• May represent asset weighting given fund’s investment approach/investments in other investment companies. 

Top 10 Holdings (% of net assets)

Table Summary
Holding Name
% of Net Assets
Vanguard Utilities ETF
10.3%
Vanguard Consumer Staples ETF
9.6%
Vanguard Communication Services ETF
9.4%
Vanguard Materials ETF
9.4%
Vanguard Energy ETF
9.4%
Vanguard Health Care ETF
9.3%
Vanguard Information Technology ETF
9.3%
Vanguard Industrials ETF
9.1%
Vanguard Real Estate ETF
8.5%
Vanguard Consumer Discretionary ETF
8.4%

Material Fund Changes

No material changes occurred during the year ended February 28, 2026. 

Image

Beacon Selective Risk ETF

Annual Shareholder Report - February 28, 2026

Where can I find additional information about the Fund? 

Additional information is available on the Fund's website (https://beaconinvestingfunds.com/beacon-selective-risk/#documents), including its:

 

  • Prospectus

  • Financial information

  • Holdings

  • Proxy voting information

TSR-AR 022826-BSR

Beacon Tactical Risk ETF 

(BTR) NYSE Arca, Inc.

Annual Shareholder Report - February 28, 2026

Image

Fund Overview

This annual shareholder report contains important information about Beacon Tactical Risk ETF for the period of March 1, 2025 to February 28, 2026. You can find additional information about the Fund at https://beaconinvestingfunds.com/beacon-tactical-risk/#documents. You can also request this information by contacting us at 1-866-439-9093.

 

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

(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
Beacon Tactical Risk ETF
$101
1.00%

How did the Fund perform during the reporting period? 

The optimism that defined 2024 was quickly tested in 2025 as a new source of market volatility emerged: trade policy. The Trump administration’s announcement of sweeping “reciprocal” tariffs in early April triggered the largest single-day market selloff since the onset of the COVID-19 pandemic, briefly pushing the S&P 500 nearly 19% below its February highs. The swift and severe market reaction underscored how sensitive equity valuations had become after two consecutive years of outsized gains. Markets proved resilient, however. The subsequent suspension and negotiation of many tariff rates allowed equities to recover sharply, and the S&P 500 finished the year with a total return of approximately 17%—its third consecutive year of double-digit performance.

 

Federal Reserve policy added another layer of complexity. After holding rates steady for the better part of the year, the Fed resumed its easing cycle in September with three consecutive 25-basis-point cuts, ending 2025 with the federal funds rate in a range of 3.50%–3.75%. While the Fed remained accommodative, the pace was deliberate and tempered by inflation that remained persistently above the Fed’s 2% target. The committee’s December dot plot signaled only one additional cut in 2026, reflecting genuine uncertainty about the path forward and prompting the Fed to adopt an explicit “wait-and-see” posture heading into the new year.

 

The consumer story in 2025 remained bifurcated. Upper-income households benefited from rising asset prices and continued wage growth, while lower- and middle-income consumers faced persistent pressure from cumulative inflation in goods, services, and housing. Early warning signs from credit card and auto loan delinquencies that emerged in 2024 became more visible themes in 2025, contributing to meaningful underperformance in select retail and consumer-facing sectors relative to the broader index.

 

Looking ahead to 2026, we expect the market environment to remain uncertain. The concentration of returns in a handful of mega-cap names is increasingly difficult to sustain, and a broadening of market leadership or a rotation away from AI-driven valuations could create meaningful opportunities for disciplined, process-driven strategies. The Federal Reserve’s data-dependent posture, combined with ongoing uncertainty around trade policy and a potential leadership transition at the central bank, suggests that volatility will remain elevated.

How has the Fund performed since inception? 

Total Return Based on $10,000 Investment

Growth of 10K Chart
Beacon Tactical Risk ETF - NAV
Dow Jones Moderately Aggressive Portfolio Index
S&P 500® Index
04/17/23
$10,000
$10,000
$10,000
02/29/24
$9,582
$11,205
$12,448
02/28/25
$11,023
$12,434
$14,739
02/28/26
$11,180
$14,972
$17,243

Average Annual Total Returns 

1 Year
Since Inception (April 17, 2023)
Beacon Tactical Risk ETF - NAV
1.43%
3.96%
Dow Jones Moderately Aggressive Portfolio Index
20.42%
15.11%
S&P 500® Index
16.99%
20.92%

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. For updated performance call 1-866-439-9093.

Fund Statistics 

Net Assets
$36,515,898
Number of Portfolio Holdings
11
Advisory Fee (net of waivers)
$36,335
Portfolio Turnover
172%

Asset Weighting (% of total investments)

Group By Asset Type Chart
Value
Value
Exchange-Traded Funds
100.0%

What did the Fund invest in? 

Sector Weighting (% of net assets)

Group By Sector Chart
Value
Value
Other Assets in Excess of Liabilities
0.1%
Equity
99.9%

• May represent asset weighting given fund’s investment approach/investments in other investment companies. 

Top 10 Holdings (% of net assets)

Holding Name
% of Net Assets
Vanguard Energy ETF
10.5%
Vanguard Materials ETF
9.8%
Vanguard Industrials ETF
9.7%
Vanguard Health Care ETF
9.3%
Vanguard Utilities ETF
9.2%
Vanguard Communication Services ETF
9.1%
Vanguard Information Technology ETF
9.0%
Vanguard Consumer Staples ETF
8.6%
Vanguard Consumer Discretionary ETF
8.5%
Vanguard Real Estate ETF
8.3%

Material Fund Changes

No material changes occurred during the year ended February 28, 2026. 

Image

Beacon Tactical Risk ETF

Annual Shareholder Report - February 28, 2026

Where can I find additional information about the Fund? 

Additional information is available on the Fund's website (https://beaconinvestingfunds.com/beacon-tactical-risk/#documents), including its:

 

  • Prospectus

  • Financial information

  • Holdings

  • Proxy voting information

TSR-AR 022826-BTR

 

(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 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) 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 Registrant’s board of trustees has determined that Keith Rhoades is an audit committee financial expert, as defined in Item 3 of Form N-CSR.  Mr. Rhoades is independent for purposes of this Item 3.

 

(a)(2)        Not applicable.

 

(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 registrant’s principal accountant for the audit of the registrant’s 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 – $21,000

2025 – $20,500

 

(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:
   
 

2026 – $5,500

2025 – $5,500

   
  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 February 29, 2025 and February 28, 2026, 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 February 29, 2025 and February 28, 2026, 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. 

 

Item 5. Audit Committee of Listed Registrants. Not applicable to open-end investment companies.

 

Item 6. Investments. Schedule of investments in securities of unaffiliated issuers is included under Item 7.

 

 

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

 

(a) Long Form Financial Statements

 

 
(LOGO) 
 
 
 
 
Beacon Tactical Risk ETF
(Symbol: BTR)
 
Beacon Selective Risk ETF
(Symbol: BSR)
 
 
Annual Financial Statements
and Additional Information
February 28, 2026
 
 
1-866-439-9093
www.beaconinvestingetfs.com
 
Distributed by Northern Lights Distributors, LLC
Member FINRA/SIPC

 

 

BEACON TACTICAL RISK ETF
SCHEDULE OF INVESTMENTS
February 28, 2026

 

Shares         Fair Value  
        EXCHANGE-TRADED FUNDS — 99.9%        
        EQUITY - 99.9%        
  17,369     Vanguard Communication Services ETF   $ 3,336,759  
  8,063     Vanguard Consumer Discretionary ETF     3,098,450  
  12,855     Vanguard Consumer Staples ETF     3,139,062  
  24,324     Vanguard Energy ETF     3,833,219  
  22,923     Vanguard Financials ETF     2,878,212  
  11,487     Vanguard Health Care ETF     3,394,523  
  10,375     Vanguard Industrials ETF     3,546,694  
  4,531     Vanguard Information Technology ETF     3,292,678  
  14,657     Vanguard Materials ETF     3,578,213  
  31,706     Vanguard Real Estate ETF     3,033,947  
  16,255     Vanguard Utilities ETF     3,346,417  
              36,478,174  
                 
        TOTAL EXCHANGE-TRADED FUNDS (Cost $31,784,566)     36,478,174  
                 
        TOTAL INVESTMENTS - 99.9% (Cost $31,784,566)   $ 36,478,174  
        OTHER ASSETS IN EXCESS OF LIABILITIES - 0.1%     37,724  
        NET ASSETS - 100.0%   $ 36,515,898  

 

ETF – Exchange Traded Fund

 

See accompanying notes which are an integral part of these financial statements.

1

 

BEACON SELECTIVE RISK ETF
SCHEDULE OF INVESTMENTS
February 28, 2026

 

Shares         Fair Value  
        EXCHANGE-TRADED FUNDS — 99.9%        
        EQUITY - 99.9%        
  19,739     Vanguard Communication Services ETF   $ 3,792,059  
  8,761     Vanguard Consumer Discretionary ETF     3,366,677  
  15,811     Vanguard Consumer Staples ETF     3,860,888  
  23,895     Vanguard Energy ETF     3,765,613  
  23,109     Vanguard Financials ETF     2,901,566  
  12,647     Vanguard Health Care ETF     3,737,315  
  10,690     Vanguard Industrials ETF     3,654,377  
  5,126     Vanguard Information Technology ETF     3,725,064  
  15,456     Vanguard Materials ETF     3,773,273  
  35,750     Vanguard Real Estate ETF     3,420,918  
  20,062     Vanguard Utilities ETF     4,130,164  
              40,127,914  
                 
        TOTAL EXCHANGE-TRADED FUNDS (Cost $34,794,221)     40,127,914  
                 
        TOTAL INVESTMENTS - 99.9% (Cost $34,794,221)   $ 40,127,914  
        OTHER ASSETS IN EXCESS OF LIABILITIES - 0.1%     40,995  
        NET ASSETS - 100.0%   $ 40,168,909  

 

ETF – Exchange Traded Fund

 

See accompanying notes which are an integral part of these financial statements.

2

 

Beacon ETFs
STATEMENTS OF ASSETS AND LIABILITIES
February 28, 2026

 

    Beacon Tactical     Beacon Selective  
    Risk ETF        Risk ETF  
ASSETS                
Investment securities:                
At cost   $ 31,784,566     $ 34,794,221  
At fair value   $ 36,478,174     $ 40,127,914  
Cash and cash equivalents     98,347       109,818  
Dividends and interest receivable     244       256  
TOTAL ASSETS     36,576,765       40,237,988  
                 
LIABILITIES                
Investment advisory fees payable     9,016       15,246  
Payable to related parties     22,400       21,932  
Audit fees payable     13,000       13,000  
Custody fees payable     9,855       10,835  
Transfer agent fees payable     4,250       5,002  
Accrued expenses and other liabilities     2,346       3,064  
TOTAL LIABILITIES     60,867       69,079  
NET ASSETS   $ 36,515,898     $ 40,168,909  
                 
Net Assets Consist Of:                
Paid in capital   $ 33,693,791     $ 34,843,989  
Accumulated earnings     2,822,107       5,324,920  
NET ASSETS   $ 36,515,898     $ 40,168,909  
                 
Net Asset Value Per Share:                
Net Assets   $ 36,515,898     $ 40,168,909  
Shares of beneficial interest outstanding ($0 par value, unlimited shares authorized)     1,350,000       1,290,000  
Net asset value, offering and redemption price per share (Net Assets ÷ Shares Outstanding)   $ 27.05     $ 31.14  

 

See accompanying notes which are an integral part of these financial statements.

3

 

Beacon ETFs
STATEMENTS OF OPERATIONS
For the Year Ended February 28, 2026

 

    Beacon Tactical     Beacon Selective  
    Risk ETF     Risk ETF  
INVESTMENT INCOME                   
Dividends   $ 692,284     $ 699,460  
Interest     6,452       6,839  
TOTAL INVESTMENT INCOME     698,736       706,299  
                 
EXPENSES                
Investment advisory fees     193,032       216,362  
Administrative services     107,822       109,076  
Professional fees     36,919       24,263  
Trustees fees and expenses     27,240       31,381  
Legal fees     26,553       27,319  
Custodian fees     19,946       19,126  
Audit fees     13,690       13,585  
Transfer agent fees     10,421       10,468  
Printing and postage expenses     6,944       9,001  
Insurance expense     5,256       5,251  
Other expenses     6,040       5,452  
TOTAL EXPENSES     453,863       471,284  
Less: Fees waived by the Adviser     (156,697 )     (138,178 )
NET EXPENSES     297,166       333,106  
                 
NET INVESTMENT INCOME     401,570       373,193  
                 
REALIZED AND UNREALIZED GAIN (LOSS) ON INVESTMENTS                
Net realized gain (loss) on:                
Net realized gain from in-kind redemptions     124,092       141,238  
Net realized gain on investments     151,827       2,211,239  
      275,919       2,352,477  
Net change in unrealized appreciation on investments     396,575       420,011  
NET REALIZED AND UNREALIZED GAIN ON INVESTMENTS     672,494       2,772,488  
                 
NET INCREASE IN NET ASSETS RESULTING FROM OPERATIONS   $ 1,074,064     $ 3,145,681  
                 

See accompanying notes which are an integral part of these financial statements.

4

 

Beacon Tactical Risk ETF
STATEMENTS OF CHANGES IN NET ASSETS
February 28, 2026

 

    For the Year Ended     For the Year Ended  
    February 28, 2026        February 28, 2025  
FROM OPERATIONS                
Net investment income   $ 401,570     $ 236,736  
Net realized gain on investments     275,919       947  
Net change in unrealized appreciation on investments     396,575       3,599,727  
Net increase in net assets resulting from operations     1,074,064       3,837,410  
                 
DISTRIBUTIONS TO SHAREHOLDERS                
Total distributions paid     (450,156 )     (247,212 )
Net decrease in net assets resulting from distributions to shareholders     (450,156 )     (247,212 )
                 
FROM SHARES OF BENEFICIAL INTEREST                
Proceeds from shares sold     7,507,237       509,787  
Cost of shares redeemed     (1,051,899 )      
Transaction Fees (Note 5)           400  
Net increase in net assets resulting from shares of beneficial interest     6,455,338       510,187  
                 
TOTAL INCREASE IN NET ASSETS     7,079,246       4,100,385  
                 
NET ASSETS                
Beginning of Year     29,436,652       25,336,267  
End of Year   $ 36,515,898     $ 29,436,652  
                 
SHARE ACTIVITY                
Shares Sold     300,000       20,000  
Shares Redeemed     (40,000 )      
Net increase in shares of beneficial interest outstanding     260,000       20,000  

 

See accompanying notes which are an integral part of these financial statements.

5

 

Beacon Selective Risk ETF
STATEMENTS OF CHANGES IN NET ASSETS
February 28, 2026

 

    For the Year Ended     For the Year Ended  
    February 28, 2026        February 28, 2025  
FROM OPERATIONS                
Net investment income   $ 373,193     $ 277,130  
Net realized gain on investments     2,352,477       276,196  
Net change in unrealized appreciation on investments     420,011       2,830,632  
Net increase in net assets resulting from operations     3,145,681       3,383,958  
                 
DISTRIBUTIONS TO SHAREHOLDERS                
Total distributions paid     (1,110,356 )     (274,010 )
Net decrease in net assets resulting from distributions to shareholders     (1,110,356 )     (274,010 )
                 
FROM SHARES OF BENEFICIAL INTEREST                
Proceeds from shares sold     8,244,511       3,160,330  
Cost of shares redeemed     (1,473,634 )     (2,874,487 )
Transaction Fees (Note 5)           400  
Net increase in net assets resulting from shares of beneficial interest     6,770,877       286,243  
                 
TOTAL INCREASE IN NET ASSETS     8,806,202       3,396,191  
                 
NET ASSETS                
Beginning of Year     31,362,707       27,966,516  
End of Year   $ 40,168,909     $ 31,362,707  
                 
SHARE ACTIVITY                
Shares Sold     280,000       110,000  
Shares Redeemed     (50,000 )     (100,000 )
Net increase in shares of beneficial interest outstanding     230,000       10,000  

 

See accompanying notes which are an integral part of these financial statements.

6

 

Beacon Tactical Risk ETF
FINANCIAL HIGHLIGHTS
 
Per Share Data and Ratios for a Share of Beneficial Interest Outstanding Throughout Each Period

 

    For the Year Ended     For the Year Ended     For the Period Ended  
    February 28, 2026       February 28, 2025       February 29, 2024 (1)  
Net asset value, beginning of period   $ 27.01     $ 23.68     $ 24.94  
Activity from investment operations:                        
Net investment income (2)     0.34       0.22       0.22  
Net realized and unrealized gain (loss) on investments     0.03       3.34       (1.27 )
Total from investment operations     0.37       3.56       (1.05 )
Less distributions from:                        
Net investment income     (0.33 )     (0.23 )     (0.21 )
Total distributions     (0.33 )     (0.23 )     (0.21 )
Net asset value, end of period   $ 27.05     $ 27.01     $ 23.68  
Total return (3)     1.43 %     15.04 %     (4.18 )% (8) 
Net assets, at end of period (000s)   $ 36,516     $ 29,437     $ 25,336  
Ratio of gross expenses to average net assets (4)     1.53 %     1.46 %     1.83 % (7)
Ratio of net expenses to average net assets (4)     1.00 %     1.00 %     1.00 % (7)
Ratio of net investment income to average net assets (4)(6)     1.35 %     0.85 %     1.04 % (7)
Portfolio Turnover Rate (5)     172 %     0 %     355 % (8)
                         

(1) The Beacon Tactical Risk ETF commenced operations on April 17, 2023.
   
(2) Per share amounts calculated using the average shares method, which more appropriately presents the per share data for the period.
   
(3) 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 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.
   
(4) Does not include the expenses of other investment companies in which the Fund invests, as these expenses are included in the realized and unrealized gain/(loss) on investments.
   
(5) Portfolio turnover rate excludes portfolio securities received or delivered as a result of processing capital share transactions in Creation Units.
   
(6) 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.
   
(7) Annualized.
   
(8) Not annualized.

 

See accompanying notes which are an integral part of these financial statements.

7

 

Beacon Selective Risk ETF
FINANCIAL HIGHLIGHTS
 
Per Share Data and Ratios for a Share of Beneficial Interest Outstanding Throughout Each Period

 

    For the Year Ended     For the Year Ended     For the Period Ended  
    February 28, 2026       February 28, 2025       February 29, 2024 (1)  
Net asset value, beginning of period   $ 29.59     $ 26.63     $ 25.00  
Activity from investment operations:                        
Net investment income (2)     0.33       0.26       0.29  
Net realized and unrealized gain on investments     2.07       2.96       1.62  
Total from investment operations     2.40       3.22       1.91  
Less distributions from:                        
Net investment income     (0.32 )     (0.26 )     (0.28 )
Net realized gains     (0.53 )            
Total distributions     (0.85 )     (0.26 )     (0.28 )
Net asset value, end of period   $ 31.14     $ 29.59     $ 26.63  
Total return (3)     8.26 %     12.10 %     7.66 % (8)
Net assets, at end of period (000s)   $ 40,169     $ 31,363     $ 27,967  
Ratio of gross expenses to average net assets (4)     1.41 %     1.34 %     1.75 % (7)
Ratio of net expenses to average net assets (4)     1.00 %     1.00 %     1.00 % (7)
Ratio of net investment income to average net assets (4)(6)     1.13 %     0.93 %     1.28 % (7)
Portfolio Turnover Rate (5)     126 %     65 %     208 % (8)
                         

(1) The Beacon Selective Risk ETF commenced operations on April 17, 2023.
   
(2) Per share amounts calculated using the average shares method, which more appropriately presents the per share data for the period.
   
(3) 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 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.
   
(4) Does not include the expenses of other investment companies in which the Fund invests, as these expenses are included in the realized and unrealized gain/(loss) on investments.
   
(5) Portfolio turnover rate excludes portfolio securities received or delivered as a result of processing capital share transactions in Creation Units.
   
(6) 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.
   
(7) Annualized.
   
(8) Not annualized.

 

See accompanying notes which are an integral part of these financial statements.

8

 

Beacon ETFs
NOTES TO FINANCIAL STATEMENTS
February 28, 2026
 
1. ORGANIZATION

 

The Beacon Tactical Risk ETF (“BTR”) and the Beacon Selective Risk ETF (“BSR”) (each a “Fund” and collectively the “Funds”) are each a diversified separate series of Northern Lights Fund Trust II (the “Trust”), a statutory trust organized under the laws of the State of Delaware on August 26, 2010, and are registered under the Investment Company Act of 1940, as amended (the “1940 Act”), as open-end management investment companies. The Funds’ investment objective seeks to provide long-term capital appreciation. BTR and BSR commenced operations on April 17, 2023. BTR and BSR are each a “Fund of Funds”, in the each Fund will generally invest in other investment companies.

 

2. SIGNIFICANT ACCOUNTING POLICIES

 

The following is a summary of significant accounting policies followed by the Funds in preparation of their financial statements. These policies are in conformity with accounting principles generally accepted in the United States of America (“GAAP”). The preparation of financial statements 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 Funds are each investment companies and accordingly follow the investment company accounting and reporting guidance of the Financial Accounting Standards Board (“FASB”) Accounting Standards Codification Topic 946 “Financial Services – Investment Companies”.

 

Operating Segments – The Funds have 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 each Fund’s financial position or the results of its operations. 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 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 Funds. Each Fund operates as a single operating segment. Each 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.

 

Securities valuation – Securities listed on an exchange are valued at the last reported sale price at the close of the regular trading session of the primary 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 (“NOCP”). In the absence of a sale, such securities shall be valued at the mean between the current bid and ask prices on the primary exchange 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.

9

 

Beacon ETFs
NOTES TO FINANCIAL STATEMENTS (Continued)
February 28, 2026
 

The Funds 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 Board 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 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, 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 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 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.

 

Valuation of Underlying Funds – The Funds may invest in portfolios of open-end or closed-end investment companies (the “investment companies”). Investment companies are valued at their respective net asset values as reported by such investment companies. Mutual funds value securities in

10

 

Beacon ETFs
NOTES TO FINANCIAL STATEMENTS (Continued)
February 28, 2026
 

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. Exchange-traded funds (“ETFs”) are valued at the last reported price or official closing price. The shares of many closed-end investment companies 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 ETF purchased by the Funds will not change.

 

The Funds utilize various methods to measure the fair value of all of their 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 Funds have 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 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 value requires more judgment. Accordingly, the degree of judgment exercised in determining value is greatest for instruments categorized in Level 3.

 

The inputs used to measure 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 February 28, 2026 for the Funds’ assets measured at fair value:

 

Beacon Tactical Risk ETF
Assets*   Level 1     Level 2     Level 3     Total  
Exchange Traded Funds   $ 36,478,174     $     $     $ 36,478,174  
Total     $ 36,478,174     $     $     $ 36,478,174  

11

 

Beacon ETFs
NOTES TO FINANCIAL STATEMENTS (Continued)
February 28, 2026
 
Beacon Select Risk ETF
Assets*   Level 1     Level 2     Level 3     Total  
Exchange Traded Funds   $ 40,127,914     $     $     $ 40,127,914  
Total     $ 40,127,914     $     $     $ 40,127,914  

 

The Funds did not hold any Level 2 or 3 securities during the period.

 

* See Schedule of Investments for industry classification.

 

Exchange Traded Funds (“ETFs”) – The Funds may invest in ETFs. ETFs are generally a type of fund bought and sold on a securities exchange. An ETF trades like common stock and represents a portfolio of securities. The risks of owning an ETF generally reflect the risks of owning the underlying securities they hold, 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.

 

Security transactions and related income – Security transactions are accounted for on the trade date. Interest income is recognized on an accrual basis. 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.

 

Dividends and distributions to shareholders – Dividends from net investment income and net realized capital gains, if any, are declared and paid annually for BTR and BSR. 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. Dividends and distributions to shareholders are recorded on the ex-dividend date.

 

Cash and Cash Equivalents – Idle cash may be swept into various overnight demand deposits and is classified as cash and cash equivalents on the Statements of Assets and Liabilities. The Funds maintain cash in bank deposit accounts which, at times, may exceed United States federally insured limits. Amounts swept overnight are available on the next business day.

 

Federal Income Taxes – The Funds intend to continue to comply with the requirements of the Internal Revenue Code applicable to regulated investment companies and to distribute all of their taxable income to their shareholders. Therefore, no provision for federal income tax is required. The Funds recognize 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 analyzed the Funds’ tax positions and has concluded that no liability for unrecognized tax benefits should be recorded related to uncertain tax positions taken on returns filed for open tax years ended February 29, 2024 to February 28, 2025 or expected to be taken in the Funds’ February 28, 2026 year-end tax returns.

 

The Funds identify their major tax jurisdictions as U.S. federal, Ohio and foreign jurisdictions where the Funds make significant investments. The Funds are not aware of any tax positions for which it is reasonably possible that the total amounts of unrecognized tax benefits will change materially in the next twelve months.

12

 

Beacon ETFs
NOTES TO FINANCIAL STATEMENTS (Continued)
February 28, 2026
 

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 Trust. Additionally, in the normal course of business, the Funds enter into contracts that contain a variety of representations and warranties and 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 Funds that have not yet occurred. However, based on experience, the risk of loss due to these warranties and indemnities appears to be remote.

 

3. INVESTMENT TRANSACTIONS

 

For the year ended February 28, 2026, cost of purchases and proceeds from sales of portfolio securities (excluding in-kind transactions and short-term investments) for the Funds were as follows:

 

Ticker Symbol   Purchases     Sales  
BTR   $ 51,305,681     $ 51,240,874  
BSR   $ 42,060,119     $ 42,703,108  

 

For the year ended February 28, 2026, cost of purchases and proceeds from sales of portfolio securities for in-kind transactions for the Funds were as follows:

 

Ticker Symbol   Purchases     Sales  
BTR   $ 7,420,160     $ 1,043,509  
BSR   $ 8,167,595     $ 1,462,635  

 

4. INVESTMENT ADVISORY AGREEMENT AND TRANSACTIONS WITH RELATED PARTIES

 

Beacon Capital Management, Inc. (the “Adviser”) serves as the Fund’s investment adviser pursuant to an Investment Advisory Agreement with the Trust (the “Advisory Agreement”). The Adviser has engaged Exchange Traded Concepts, LLC as the sub-adviser (the “Sub-Adviser”), to execute portfolio transactions and implement the Adviser’s decisions for the Funds. Fees incurred under this agreement are paid directly by the Adviser, and not Funds. The Trust has entered into a Global Custody Agreement with Brown Brothers Harriman & Co. (the “Custodian”) to serve as custodian and to act as transfer and shareholder services agent.

 

The Trust has also entered into an Underwriting Agreement with Northern Lights Distributors, LLC (the “Distributor”) to serve as the principal underwriter and distributor for the Trust.

 

Pursuant to the Advisory Agreement, the Adviser, under the oversight of the Board, directs the daily operations of the Funds 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 Funds pay the Adviser a fee, computed and accrued daily and paid monthly, at an annual rate of

13

 

Beacon ETFs
NOTES TO FINANCIAL STATEMENTS (Continued)
February 28, 2026
 

0.65% of each Fund’s average daily net assets. For the year ended February 28, 2026, the Adviser earned $193,032, and $216,362 in advisory fees for BTR and BSR, respectively.

 

Pursuant to an agreement between the Adviser and the Sub-Adviser, as compensation for the sub-advisory services it provides to the Fund, the Adviser will pay the Sub-Adviser a fee, computed daily, at an annual rate based on the greater of (1) the Minimum Sub-Advisory Fees or (2) the average daily net assets of the Funds in accordance with the following fee schedule (the “Asset-Based Sub-Advisory Fees”), if the aggregate Asset-Based Sub-Advisory Fees exceed the aggregate Minimum Sub-Advisory Fees:

 

  Minimum
Sub-Advisory Fees
Asset-Based
Sub-Advisory Fees
Tactical Risk Fund $22,500 0.03%
Selective Risk Fund $22,500 0.03%

 

Pursuant to a written contract (the “Waiver Agreement”), the Adviser has agreed for BTR and BSR at least until June 30, 2026, to waive a portion of its advisory fee and has agreed to reimburse the Funds for other expenses to the extent necessary so that total expenses incurred (excluding any brokerage fees and commissions, acquired fund fees and expenses, borrowing costs (such as interest and dividend expense on securities sold short) and extraordinary expenses will not exceed 1.00% and 1.00% of average daily net assets for BTR and BSR, respectively.

 

If the Adviser waives any fee or reimburses any expenses pursuant to the Waiver Agreement, and a Fund’s operating expenses are subsequently lower than its limitation in place at time of waiver, the Adviser, on a rolling three-year period, shall be entitled to reimbursement by the Fund provided that such reimbursement does not cause that Fund’s operating expense to exceed 1.00% and 1.00% of average daily net assets for BTR and BSR, respectively. If a Fund’s operating expenses subsequently exceed the limitations, the reimbursements for the Fund shall be suspended. For the year ended February 28, 2026, the Adviser waived fees and/or reimbursed expenses in the amount of $156,697 and $138,178 for BTR and BSR, respectively, which are subject to recapture by the Adviser before February 28, 2029 pursuant to the Waiver Agreement.

 

The Adviser may seek reimbursement only for expenses waived or paid by it during the three years prior to such reimbursement; provided, however, that such expenses may only be reimbursed to the extent they were waived or paid after the effective date of the Waiver Agreement (or any similar agreement). The Board may terminate this expense reimbursement arrangement at any time.

 

As of February 28, 2026 the following amounts previously waived by the Adviser are subject to recapture by the Funds by the following dates:

 

    February 28, 2027     February 29, 2028     February 28, 2029     Total  
BTR   $ 147,473     $ 128,366     $ 156,697     $ 432,536  
BSR   $ 141,339     $ 103,096     $ 138,178     $ 382,613  

14

 

Beacon ETFs
NOTES TO FINANCIAL STATEMENTS (Continued)
February 28, 2026
 

The Trust, with respect to the Funds, has adopted a distribution and service plan (“Plan”) pursuant to Rule 12b-1 under the 1940 Act. Under the Plan, the Funds are authorized to pay distribution fees to the Distributor and other firms that provide distribution and shareholder services (“Service Providers”). If a Service Provider provides these services, the Funds 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 funds and there are no current plan to impose these fees.

 

Ultimus Fund Solutions, LLC (“UFS”) – UFS provides administration and fund accounting services to the Trust. Pursuant to separate servicing agreements with UFS, the Funds pay UFS customary fees for providing administration and fund accounting services to the Funds. Certain officers of the Trust are also officers of UFS, and are not paid any fees directly by the Funds for serving in such capacities.

 

The amounts due to UFS for administration and fund accounting services are listed in the Statement of Assets and Liabilities under “Payable to related parties” and the amounts accrued for the year are shown in the Statement of Operations under “Administrative service fees.”

 

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 each Fund.

 

The amounts due to NLCS for chief compliance officer services are listed in the Statement of Assets and Liabilities under “Payable to related parties” and the amounts accrued for the year are shown in the Statement of Operations under “Professional fees.”

 

Blu Giant, LLC (“Blu Giant”) – Blu Giant, an affiliate of UFS, provides EDGAR conversion and filing services as well as print management services for the Funds on an ad-hoc basis. For the provision of these services, Blu Giant receives customary fees from the Funds.

 

5. CAPITAL SHARE TRANSACTIONS

 

Shares are not individually redeemable and may be redeemed by the Funds at the 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 for both BTR and BSR. Only Authorized Participants or transactions done through an Authorized Participant 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 DTC 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

15

 

Beacon ETFs
NOTES TO FINANCIAL STATEMENTS (Continued)
February 28, 2026
 

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 Funds in effecting trades. A fixed fee 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 Funds 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”).

 

The Transaction Fees for the Fund’s are listed in the table below:

 

ETFs Fee for In-Kind and Cash
Purchases
Maximum Additional Variable
Charge for Cash Purchases*
Beacon Tactical Risk ETF $200 2.00%*
Beacon Selective Risk ETF $200 2.00%*
     

For the year ended February 28, 2026, BTR received $0 and $1,600 in variable and fixed fees, and BSR received $0 and $2,400 in variable and fixed fees, respectively.

 

* The maximum Transaction Fee may be up to 2.00% of the amount invested.

 

6. AGGREGATE UNREALIZED APPRECIATION AND DEPRECIATION – TAX BASIS

 

          Gross Unrealized     Gross Unrealized     Net Unrealized  
    Tax Cost     Appreciation     Depreciation     Appreciation  
Beacon Tactical Risk ETF   $ 31,784,566     $ 4,693,608     $     $ 4,693,608  
Beacon Selective Risk ETF     34,829,825       5,333,693       (35,604 )     5,298,089  
                                 
7. DISTRIBUTIONS TO SHAREHOLDERS AND TAX COMPONENTS OF CAPITAL

 

The tax character of Fund distributions paid for the fiscal period ended February 28, 2026 and February 28, 2025, was as follows:

 

For Fiscal Year Ended   Ordinary     Long-Term     Return of        
2/28/2026   Income     Capital Gains     Capital     Total  
Beacon Tactical Risk ETF   $ 450,156     $     $     $ 450,156  
Beacon Selective Risk ETF     411,340       699,016             1,110,356  
                                 
For Fiscal Year Ended   Ordinary     Long-Term     Return of        
2/28/2025   Income     Capital Gains     Capital     Total  
Beacon Tactical Risk ETF   $ 247,212     $     $     $ 247,212  
Beacon Selective Risk ETF     274,010                   274,010  

16

 

Beacon ETFs
NOTES TO FINANCIAL STATEMENTS (Continued)
February 28, 2026
 

As of February 28, 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/     Accumulated  
    Income     Capital Gains     Late Year Loss     Forwards     Differences     (Depreciation)     Earnings/(Deficits)  
Beacon Tactical Risk ETF   $ 9,371     $     $ (57,957 )   $ (1,822,915 )   $     $ 4,693,608     $ 2,822,107  
Beacon Selective Risk ETF     21,790       61,858       (56,817 )                 5,298,089       5,324,920  
                                                         

The difference between book basis and tax basis accumulated net realized gain (loss) and unrealized appreciation (depreciation) from investments is primarily attributable to the tax deferral of losses on wash sales.

 

Late year losses incurred after December 31 within the fiscal year are deemed to arise on the first business day of the following fiscal year for tax purposes. The Funds incurred and elected to defer such late year losses as follows:

 

Fund      Late Year Losses  
Beacon Tactical Risk ETF   $ 57,957  
Beacon Selective Risk ETF     56,817  
         

At February 28, 2026, the Funds had capital loss forwards for federal income tax purposes available to offset future capital gains, along with capital loss carryforwards utilized as follows:

 

    Capital Loss Carry Forward  
Fund      Short-Term     Long-Term     Total     Utilized  
Beacon Tactical Risk ETF     1,822,915             1,822,915       151,102  
Beacon Selective Risk ETF                       1,039,851  
                                 

Permanent book and tax differences, primarily attributable to tax adjustments for realized gain (loss) on in-kind redemptions, resulted in reclassifications for the Funds for the fiscal year ended February 28, 2026, as follows:

 

    Paid        
    In     Accumulated  
    Capital     Earnings (Losses)  
Beacon Tactical Risk ETF   $ 124,817     $ (124,817 )
Beacon Selective Risk ETF     141,238       (141,238 )

17

 

Beacon ETFs
NOTES TO FINANCIAL STATEMENTS (Continued)
February 28, 2026
 
8. ACCOUNTING PRONOUNCEMENT

 

The Funds 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 Fund’s financial statements.

 

9. SUBSEQUENT EVENTS

 

Subsequent events after the date of the Statements 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.

18

 

(TAIT WELLER LOGO) taitweller.com
   

 

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

 

To the Board of Trustees
of Northern Lights Fund Trust II and
Shareholders of Beacon Tactical Risk ETF and Beacon Selective Risk ETF

 

Opinion on the Financial Statements

 

We have audited the accompanying statement of assets and liabilities of Beacon Tactical Risk ETF and Beacon Selective Risk ETF (the “Funds”), each a series of Northern Lights Fund Trust II, including the schedules of investments, as of February 28, 2026, the related statements of operations, the statements of changes in net assets and the financial highlights for each of the periods indicated in the table below, and the related notes (collectively referred to as the “financial statements”). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Funds as of February 28, 2026, the results of their operations, the changes in their net assets and their financial highlights for each of the periods indicated in the table below, in conformity with accounting principles generally accepted in the United States of America.

 

Individual Funds Statements of
operations
Statements of
changes in net assets
Financial highlights
Beacon Tactical Risk ETF and Beacon Selective Risk ETF For the year ended February 28, 2026. For each of the two years in the period ended February 28, 2026. For each of the two years in the period ended February 28, 2026, and for the period April 17, 2023 (commencement of operations) through February 29, 2024.
       

Basis for Opinion

 

These financial statements are the responsibility of the Funds’ management. Our responsibility is to express an opinion on the Funds’ financial statements 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 Funds 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 have served as the auditor of one or more of the funds in the Trust since 1995.

 

We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. The Funds are not required to have, nor were we engaged to perform, an audit of the Funds’ 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 Funds’ 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 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. Our procedures included confirmation of securities owned as of February 28, 2026 by correspondence with the custodian. We believe that our audits provide a reasonable basis for our opinion.

 

TAIT, WELLER & BAKER LLP

 

Philadelphia, Pennsylvania
April 29, 2026

19

 

Beacon ETFs
ADDITIONAL INFORMATION
February 28, 2026
 

Changes in and Disagreements with Accountants

 

Not applicable

 

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

 

FACTORS CONSIDERED BY THE TRUSTEES IN APPROVAL OF THE RENEWAL OF THE INVESTMENT ADVISORY AGREEMENT AND SUB-ADVISORY AGREEMENT

 

At a Meeting (the “Meeting”) of the Board of Trustees (the “Board”) of Northern Lights Fund Trust II (the “Trust”) held on January 21, 2026, the Board, including the disinterested Trustees (the “Independent Trustees”), considered the renewal of the investment advisory agreement (the “Beacon Advisory Agreement”) between Beacon Capital Management, Inc. (“BCM”) and the Trust, on behalf of each of Beacon Selective Risk ETF and Beacon Tactical Risk ETF (collectively the “Beacon Funds”),. The Board also considered the renewal of the sub-advisory agreement between Beacon and Exchange Traded Concepts, LLC (“ETC”) with respect to the Beacon Funds (the “ETC Sub-Advisory Agreement” and, together with the Beacon Advisory Agreement, the “Advisory Agreements’).

 

Based on their evaluation of the information provided by BCM and ETC, in conjunction with the Beacon Funds’ other service providers, the Board, by a unanimous vote (including a separate vote of the Independent Trustees), approved the renewal of each of the Advisory Agreements with respect to the Beacon Funds.

 

In advance of the Meeting, the Board requested and received materials to assist them in considering the renewal of the Advisory Agreements. The materials provided contained information with respect to the factors enumerated below, including each of the Advisory Agreements, a memorandum prepared by independent trustee counsel discussing in detail the Trustees’ fiduciary obligations and the factors they should assess in considering the renewal of the Advisory Agreements and comparative information relating to the advisory fee and other expenses of the Beacon Funds. The materials also included due diligence materials relating to BCM and ETC (including due diligence questionnaires completed by BCM and ETC, select financial information of BCM and ETC, bibliographic information regarding BCM and ETC’s key management and investment advisory personnel, and comparative fee information relating to the Beacon Funds 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. In considering the renewal of the Advisory Agreements, the Board did not identify any one factor

20

 

Beacon ETFs
ADDITIONAL INFORMATION (Continued)
February 28, 2026
 

as all important, but rather considered these factors collectively and determined that renewal of the Advisory Agreements was in the best interests of each Beacon Fund and their respective shareholders. Moreover, the Board noted that each Trustee may have afforded different weight to the various factors in reaching his conclusions with respect to each of the Advisory Agreements.

 

Beacon Advisory Agreement

 

Nature, Extent and Quality of Services. The Board reviewed materials provided by BCM related to the proposed renewal of the Beacon Advisory Agreement, including its ADV, a description of the manner in which investment decisions are made and executed, and a review of the personnel performing services for the Beacon Funds, including the team of individuals that primarily monitor and execute the investment strategies. The Board noted that BCM has been a registered investment adviser with the SEC since June 2002, and that its personnel have many years of experience in the financial services industry and investment management experience. The Board discussed the extent of BCM’s research capabilities, the quality of its compliance infrastructure noting that BCM had hired an outside compliance consulting firm to assist with oversight of the compliance program. Additionally, the Board received satisfactory responses from representatives of BCM with respect to a series of important questions, including: whether BCM or its principals were involved in any lawsuits or pending regulatory actions; whether the management of other accounts would conflict with its management of the Beacon Funds; and whether there are procedures in place to adequately allocate trades among its clients. The Board reviewed the description provided on the practices for monitoring compliance with the Beacon Funds’ investment limitations, noting that BCM actively reviews the portfolio managers’ performance of their duties to ensure compliance under BCM’s compliance program. The Board reviewed the capitalization of BCM and based on financial information provided by and representations made by BCM and its representatives and concluded that BCM was sufficiently well-capitalized in order to meet its obligations to each of the Beacon Funds. The Board noted that the CCO of the Trust continued to represent that BCM’s compliance policies and procedures were reasonably designed to prevent violations of applicable securities laws. The Board also noted BCM’s representation that the prospectus and statement of additional information for the Beacon Funds accurately describe the investment strategies of each Beacon Fund. The Board concluded that BCM had sufficient quality and depth of personnel, resources, investment methods and compliance policies and procedures necessary to perform its duties under the Beacon Advisory Agreement with respect to each of the Beacon Funds and that the nature, overall quality and extent of the management services to be provided by BCM were satisfactory.

 

Performance. The Board discussed the report prepared by Broadridge and reviewed the performance of each of the Beacon Funds as compared to its peer group, Morningstar category and benchmark for the one-year and since inception periods ended December 31, 2025. With respect to the Beacon Selective Risk ETF, the Board noted that the Fund underperformed its

21

 

Beacon ETFs
ADDITIONAL INFORMATION (Continued)
February 28, 2026
 

peer group median, Morningstar category median and benchmark (the S&P 500 Total Return Index) for the one-year and since inception periods. With respect to the Beacon Tactical Risk ETF, the Board noted that the Fund underperformed its peer group median, Morningstar category median and benchmark (the S&P 500 Total Return Index) for the one-year since inception periods. The Board discussed the portfolio managers’ ability to mitigate risk and concluded that past performance, although only over a relatively short time period, was not unacceptable, however, the Board determined to continue to monitor performance, given each of the Beacon Funds lagging performance.

 

Fees and Expenses. As to the costs of the services to be provided by BCM, the Board reviewed and discussed the advisory fee for each of the Beacon Funds and the total operating expenses for each of the Beacon Funds as compared to its respective peer group and Morningstar category as presented in the Board Materials noting that each advisory fee was equal to its respective peer group and Morningstar category median and in-line with, if not slightly lower than, its respective peer group and Morningstar category average.

 

The Board then reviewed the contractual arrangements for each of the Beacon Funds noting that BCM has agreed to contractually waive or limit its advisory fee and/or reimburse expenses for each Beacon Fund in order to limit a Fund’s net annual operating expenses, exclusive of certain fees at least until June 30, 2027, so as not to exceed 1.00% of the average annual net assets for each Beacon Fund, and found such arrangements to be beneficial to shareholders of the respective Beacon Fund. The Board concluded that each advisory fee to be charged by BCM with respect to each Beacon Fund was not unreasonable.

 

Profitability. The Board also considered the level of profits that could be expected to accrue to BCM with respect to each Beacon Fund based on profitability analyses provided by BCM and reviewed by the Board. After review and discussion, the Board concluded that, based on the services provided by BCM and the projected growth of the Beacon Funds, the level of profit from BCM’s relationship with each Beacon Fund was not excessive.

 

Economies of Scale. As to the extent to which each Beacon 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 the current size of each of the Beacon Funds and BCM’s expectations for growth and 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 its own business judgment in determining the material factors to be considered in evaluating the Beacon Advisory Agreement and the weight to be given to each such factor. Accordingly, having requested and received such information from BCM, as the Board believed to be reasonably necessary to evaluate the terms of the Beacon 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 each Beacon Fund, (a) the terms of the Beacon Advisory Agreement are reasonable; (b) the advisory fees is not unreasonable; and (c) the Beacon Advisory Agreement is in the best interests of each

22

 

Beacon ETFs
ADDITIONAL INFORMATION (Continued)
February 28, 2026
 

Beacon Fund and its respective shareholders. In considering the renewal of the Beacon Advisory Agreement, the Board did not identify any one factor as all important, but rather considered these factors collectively and determined that approval of the renewal of the Beacon Advisory Agreement was in the best interests of each Beacon Fund and its respective 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 Beacon Advisory Agreement.

 

ETC Sub-Advisory Agreement

 

Nature, Extent and Quality of Services. As to the nature, quality and extent of the services provided by ETC, the Board noted the experience of the portfolio management personnel of ETC, including their experience in the investment field, education and industry credentials. The Board discussed the financial condition of ETC and reviewed supporting materials. The Board reviewed the materials prepared by ETC describing its investment services and noted ETC’s considerable experience executing, settling and reporting trades, adjusting baskets and coordinating custom baskets for ETFs. The Board noted that the CCO of the Trust continued to represent that ETC’s compliance policies and procedures were reasonably designed to prevent violations of applicable securities laws. The Board concluded that ETC had sufficient quality and depth of personnel, resources, investment methods essential to performing its duties under the ETC Sub-Advisory Agreement and that the nature, overall quality and extent of investment advisory services provided to each of the Beacon Funds appear to be satisfactory.

 

Performance. With respect to performance, the Board noted that ETC is primarily responsible for executing the investment decisions of BCM rather than managing each of the Beacon Funds’ portfolio. Accordingly, the Board did not consider performance to be a significant factor with respect to evaluating ETC.

 

Fees and Expenses. As to the costs of the services provided by ETC, the Board discussed the sub-advisory fee and considered that ETC is paid by BCM out of its advisory fees and not by each of the Beacon Funds. The Board also looked at the advisory fee split between BCM and ETC and concluded that the sub-advisory fee paid to ETC was not unreasonable in light of the quality of the services performed by it. The Board also considered, based on statements made and information provided by BCM and ETC that the Sub-Advisory Agreement was negotiated at arm’s-length between BCM and ETC.

 

Profitability. As to profitability, the Board discussed and noted that ETC receives no compensation from BCM or the Beacon Funds, other than the sub-advisory fee earned pursuant to the Sub-Advisory Agreement. The Board further noted that the sub-advisory fee is paid by BCM out of the advisory fee that it receives and not directly by the Beacon Funds. While the Board did not consider the costs of services provided by ETC or its profitability to be significant factors, nonetheless, based on all these factors and on profitability reports and analyses provided by ETC and reviewed by the Board, the Board concluded that profits from ETC’s relationship with each of the Beacon Funds were not excessive.

23

 

Beacon ETFs
ADDITIONAL INFORMATION (Continued)
February 28, 2026
 

Economies of Scale. The Board noted that the sub-advisory fee is not paid by the Beacon Funds, therefore the Board did not consider whether the sub-advisory fee should reflect any potential economies of scale that might be realized as the Beacon Funds’ assets increase and rather determined the economies of scale would be evaluated as part of looking at the advisory fee paid to BCM.

 

Conclusion. The Board relied upon the advice of independent counsel, and their own business judgment in determining the material factors to be considered in evaluating the ETC Sub-Advisory Agreement and the weight to be given to each such factor. Accordingly, having requested and received such information from ETC as the Board believed to be reasonably necessary to evaluate the terms of the ETC Sub-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 each of the Beacon Funds separately that (a) the terms of the ETC Sub-Advisory Agreement are reasonable; (b) the sub-advisory fee is not unreasonable; and (c) the ETC Sub-Advisory Agreement is in the best interests of each of the Beacon Funds and their respective shareholders. In considering the approval of the ETC Sub-Advisory Agreement, the Board did not identify any one factor as all important, but rather considered these factors collectively and determined that approval of the ETC Sub-Advisory Agreement was in the best interests of each of the Beacon Funds and their respective 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 ETC Sub-Advisory Agreement.

24

 

PROXY VOTING POLICY

 

Information regarding how the Funds voted proxies relating to portfolio securities for the most recent twelve-month period ended June 30 as well as a description of the policies and procedures that the Funds used to determine how to vote proxies is available without charge, upon request, by calling 1-888-985-9830 or by referring to the Securities and Exchange Commission’s (“SEC”) website at http://www.sec.gov.

 

PORTFOLIO HOLDINGS

 

The Funds file a complete schedule of portfolio holdings with the SEC for the first and third quarters of each fiscal year as an exhibit to their reports on Form N-PORT, within sixty days after the end of the period. Form N-PORT reports are available at the SEC’s website at www.sec.gov.

 

INVESTMENT ADVISER
Beacon Capital Management, Inc.
7777 Washington Village Dr. Suite 280
Dayton, OH 45459
 
ADMINISTRATOR
Ultimus Fund Solutions, LLC
225 Pictoria Drive, Suite 450
Cincinnati, OH 45246
 
 
 
BEACONETFS-AR26

 

 

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.

 

Not applicable

 

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 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 and are sufficient to form the basis of the certifications required by Rule 30a-(2) under the Act, based on their evaluation of these disclosure controls and procedures as of a date within 90 days of this report on Form N-CSR.

 

(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.

 

Not applicable

 

Item 18. Recovery of Erroneously Awarded Compensation.

 

(a) Not applicable

 

(b) Not applicable

 

 

Item 19. Exhibits.

 

(a)(1) Not applicable

 

(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. Exhibit 99. CERT

 

(a)(4) Not applicable

 

(b) Certifications required by Rule 30a-2(b) under the Act (17 CFR 270.30a-2(b)): Attached hereto Exhibit 99. CERT

 

 

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) Northern Lights Fund Trust II

 

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

 

Date  05/08/2026  

 

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/ Kevin E. Wolf  
Kevin E. Wolf, Principal Executive Officer/President

 

Date  05/08/2026  

 

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

 

Date  05/08/2026  

 


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