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: 811-22895

 

Capitol Series Trust

(Exact name of registrant as specified in charter)

 

Ultimus Fund Solutions, LLC

225 Pictoria Drive, Suite 450

Cincinnati, OH 45246

(Address of principal executive offices) (Zip code)

 

Zachary P. Richmond

Ultimus Fund Solutions, LLC

225 Pictoria Drive, Suite 450

Cincinnati, OH 45246

(Name and address of agent for service)

 

Registrant’s telephone number, including area code:  513-587-3400

 

Date of fiscal year end:  April 30

 

Date of reporting period:  April 30, 2026

 

Form N-CSR is to be used by management investment companies to file reports with the Commission not later than 10 days after the transmission to stockholders of any report that is required to be transmitted to stockholders under Rule 30e-1 under the Investment Company Act of 1940 (17 CFR 270.30e-1). The Commission may use the information provided on Form N-CSR in its regulatory, disclosure review, inspection and policymaking roles.

 

A registrant is required to disclose the information specified by Form N-CSR, and the Commission will make this information public. A registrant is not required to respond to the collection of information contained in Form N-CSR unless the Form displays a currently valid Office of Management and Budget (“OMB”) control number. Please direct comments concerning the accuracy of the information collection burden estimate and any suggestions for reducing the burden to Secretary, Securities and Exchange Commission, 450 Fifth Street, NW, Washington, DC 20549-0609. The OMB has reviewed this collection of information under the clearance requirements of 44 U.S.C. § 3507.

 

 

Item 1. Reports to Stockholders.

 

(a)    

 

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Canterbury Portfolio Thermostat Fund 

Institutional Shares (CAPTX)

Annual Shareholder Report - April 30, 2026

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Fund Overview

This annual shareholder report contains important information about Canterbury Portfolio Thermostat Fund (the “Fund”) for the period of May 1, 2025 through April 30, 2026.  You can find additional information about the Fund at https://www.canterburygroup.com/mutualfund. You can also request this information by contacting us at (844) 838-2121.

 

 

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

(based on a hypothetical $10,000 investment)

Table Summary
Class Name
Costs of a $10,000 investment
Costs paid as a percentage of a $10,000 investment
Institutional Shares
$438
3.87%

How did the Fund perform during the reporting period? 

The Fund delivered a net return of 26.34% for the one-year period ended April 30, 2026. The MSCI World Index returned 29.68% over the same period.

 

One successful stock pick was Micron (“MU”). MU was dead money for 25 years, trading in May 2025 at the same price as its 2000 dot-com peak. By mid-2025, AI demand had its entire 2025 High Bandwidth Memory production sold out into 2026. On September 8, 2025, MU hit the top of our short list with its strongest Security State rating of this century. The position is now near $800, up roughly 500% in nine months.

 

The Fund’s investment process uses a proprietary set of technical and volatility indicators that classify the market environment into one of 12 Market States. Throughout the period the overall Market State rating sat in a buy state. The low volatility and positive technical backdrop allowed the portfolio managers to maintain a heavy weighting in individual stocks and equity ETFs. The Fund took full advantage of the bull market in equities and held an efficiently diversified portfolio without bonds, while bonds remained in a secular bear market.

 

Capitalization-weighted indexes like the MSCI World Index and the S&P 500® have been strong performers thanks to outsized exposure to large-cap technology names. Roughly 38% of the S&P 500® is concentrated in the Magnificent 7: Apple, Microsoft, Alphabet, Amazon, Nvidia, Meta, and Tesla. The same seven stocks make up 33% of the MSCI World Index, which represents 23 developed countries. Three years ago those weightings were 23% and 15%. The MSCI World Index gained 23.8% in 2023, 18.7% in 2024, and 21.6% in 2025, roughly three times its long-run average of 7% to 8%. Concentration of that magnitude has historically preceded sharp reversions of the kind investors saw in 2000 and 2008, which is where the term “reversion to the mean” was coined.

 

The Fund focuses on maintaining an efficient portfolio by holding securities with low correlation, and the process is built to adapt holdings as the market environment changes.

How has the Fund performed since inception? 

Total Return Based on $10,000 Investment

Growth of 10K Chart
Table Summary
Canterbury Portfolio Thermostat - Institutional Shares
MSCI World Index (Gross)
Aug-2016
$10,000
$10,000
Apr-2017
$10,586
$11,206
Apr-2018
$11,311
$12,758
Apr-2019
$11,432
$13,661
Apr-2020
$10,439
$13,189
Apr-2021
$12,924
$19,256
Apr-2022
$12,781
$18,660
Apr-2023
$11,877
$19,355
Apr-2024
$12,541
$23,024
Apr-2025
$12,873
$25,935
Apr-2026
$16,264
$33,632

Average Annual Total Returns 

Table Summary
1 Year
5 Years
Since Inception (August 2, 2016)
Canterbury Portfolio Thermostat - Institutional Shares
26.34%
4.70%
5.12%
MSCI World Index (Gross)
29.68%
11.80%
13.26%

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 (844) 838-2121.

What did the Fund invest in? 

Portfolio Composition (% of net assets)

Group By Sector Chart
Table Summary
Value
Value
Liabilities in Excess of Other Assets
-0.5%
Health Care
3.8%
Financials
4.5%
Consumer Discretionary
4.6%
Money Market Funds
5.1%
Energy
5.2%
Technology
12.9%
Industrials
14.9%
Exchange-Traded Funds
49.5%

Fund Statistics 

Table Summary
Net Assets
$8,874,240
Number of Portfolio Holdings
19
Advisory Fee
$73,249
Portfolio Turnover
59%

Material Fund Changes

No material changes occurred during the year ended April 30, 2026. 

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Canterbury Portfolio Thermostat Fund - Institutional Shares (CAPTX)

Annual Shareholder Report - April 30, 2026

Where can I find additional information about the Fund? 

Additional information is available on the Fund’s website (https://www.canterburygroup.com/mutualfund), including its:

 

  • Prospectus

  • Financial information

  • Holdings

  • Proxy voting information

TSR-AR 043026-CAPTX

 

(b) Not applicable.  

 

 

Item 2. Code of Ethics.

 

As of the end of the period covered by this report, the registrant has adopted a code of ethics that applies to the registrant’s principal executive officer, principal financial officer, principal accounting officer or controller, or persons performing similar functions, regardless of whether these individuals are employed by the registrant or a third party. Pursuant to Item 13(a)(1), a copy of registrant’s code of ethics is filed as an exhibit to this Form N-CSR. During the period covered by this report, the code of ethics has not been amended, and the registrant has not granted any waivers, including implicit waivers, from the provisions of the code of ethics.

 

Item 3. Audit Committee Financial Expert.

 

(a)(1) The registrant’s Board of Trustees has determined that the registrant has at least one audit committee financial expert serving on its audit committee.

 

(a)(2) The audit committee financial expert is Lori Kaiser, who is “independent” for purposes of this Item 3 of Form N-CSR.

 

 

Item 4. Principal Accountant Fees and Services.

 

(a) Audit Fees billed to the registrant by its principal accountants for the two most recent fiscal years:

 

Canterbury Portfolio Thermostat Fund:   FY 2026 $13,690  
    FY 2025 $13,030  

 

(b) Audit-Related Fees billed to the registrant by its principal accountants for the two most recent fiscal years:

 

Canterbury Portfolio Thermostat Fund:   FY 2026 $0  
    FY 2025 $0  

 

c) Tax Fees billed to the registrant by its principal accountants for the two most recent fiscal years:

 

Canterbury Portfolio Thermostat Fund:   FY 2026 $4,350  
    FY 2025 $4,140  

 

Nature of the fees: Preparation of the 1120 RIC and Excise review

 

(d) All other fees billed to the registrant by its principal accountants for the two most recent fiscal years:

 

Canterbury Portfolio Thermostat Fund:   FY 2026 $0  
    FY 2025 $0  

 

(e)(1) Audit Committee’s Pre-Approval Policies

 

The Audit Committee Charter requires the Audit Committee to be responsible for the selection, retention or termination of auditors and, in connection therewith, to (i) evaluate the proposed fees and other compensation, if any, to be paid to the auditors, (ii) evaluate the independence of the auditors, (iii) pre-approve all audit services and, when appropriate, any non-audit services provided by the independent auditors to the Trust, (iv) pre-approve, when appropriate, any non-audit services provided by the independent auditors to the Trust’s investment adviser, or any entity controlling, controlled by, or under common control with the investment adviser and that provides ongoing services to the Trust if the engagement relates directly to the operations and financial reporting of the Trust, and (v) receive the auditors’ specific representations as to their independence;

 

(2) None of the services described in paragraph (b) through (d) of this Item were approved by the audit committee pursuant to paragraph (c)(7)(i)(C) of Rule 2-01 of Regulation S-X.

 

(f) During audit of registrant’s financial statements for the most recent fiscal year, less than 50 percent of the hours expended on the principal accountant’s engagement were attributed to work performed by persons other than the principal accountant’s full-time, permanent employees.

 

(g) The aggregate non-audit fees billed by the registrant’s accountant for services rendered to the registrant, and rendered to the registrant’s investment adviser (not including any sub-adviser whose role is primarily portfolio management and is subcontracted with or overseen by another investment adviser), and any entity controlling, controlled by, or under common control with the adviser that provides ongoing services to the registrant:

 

  Registrant   Adviser  
FY 2026 $4,350   $0  
FY 2025 $4,140   $0  

 

(h) Not applicable. The auditor performed no services for the registrant’s investment advisers or any entity controlling, controlled by, or under common control with the investment adviser that provides ongoing services to the registrant.

 

(i) Not applicable.

 

(j) Not applicable.

 

Item 5. Audit Committee of Listed Registrants.

 

Not applicable – applies to listed companies only

 

Item 6. Schedule of Investments.

 

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.

 

(a)       The registrant’s Financial Statements are attached herewith.

 

 

Canterbury Portfolio Thermostat Fund

 

 

 

 

Institutional Shares – CAPTX

 

 

Annual Financial Statements

 

and Additional Information

 

April 30, 2026

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Canterbury Investment Management, LLC 

23 East Cedar Street 

Zionsville, IN 46077 

(844) 838-2121

 

 

Canterbury Portfolio Thermostat Fund

Schedule of Investments 

April 30, 2026

 

COMMON STOCKS — 45.96%   Shares     Fair Value  
Consumer Discretionary — 4.62%                
Hilton Worldwide Holdings, Inc.     1,265     $ 409,949  
                 
Energy — 5.20%                
Williams Companies, Inc. (The)     6,050       461,676  
                 
Financials — 4.54%                
CME Group, Inc.     1,400       402,948  
                 
Health Care — 3.79%                
Gilead Sciences, Inc.     2,570       336,259  
                 
Industrials — 14.87%                
Caterpillar, Inc.     745       663,131  
General Dynamics Corp.     940       323,642  
Waste Management, Inc.     1,430       332,547  
              1,319,320  
Technology — 12.94%                
Analog Devices, Inc.     1,350       543,051  
Micron Technology, Inc.     1,170       605,077  
              1,148,128  
                 
Total Common Stocks (Cost $2,900,942)             4,078,280  
                 
EXCHANGE-TRADED FUNDS — 49.44%                
Communication Services Select Sector SPDR® ETF     4,860       566,239  
Invesco Dynamic Food & Beverage ETF     10,700       537,782  
Invesco S&P 500® Equal Weight ETF     2,090       425,190  
iShares MSCI Switzerland ETF     7,000       429,590  
iShares Select Dividend ETF     2,850       443,061  
ProShares Short FTSE China 50 ETF     16,000       339,723  
ProShares Short Real Estate ETF     20,435       320,012  
SPDR® Gold MiniShares® Trust     7,060       645,072  
Technology Select Sector SPDR® ETF     4,270       681,064  
                 
Total Exchange-Traded Funds (Cost $3,361,633)             4,387,733  
                 
MONEY MARKET FUNDS - 5.07%                
Morgan Stanley Institutional Liquidity Government Portfolio - Institutional Shares, 3.57%(a)     450,039       450,039  
Total Money Market Funds (Cost $450,039)             450,039  
Total Investments — 100.47% (Cost $6,712,614)             8,916,052  
Liabilities in Excess of Other Assets — (0.47)%             (41,812 )
NET ASSETS — 100.00%           $ 8,874,240  

 

(a) Rate disclosed is the seven day effective yield as of April 30, 2026.

 

ETF - Exchange-Traded Fund

 

SPDR - Standard & Poor’s Depositary Receipt

 

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

1

 

Canterbury Portfolio Thermostat Fund

Statement of Assets and Liabilities 

April 30, 2026 

 

Assets      
Investments in securities at fair value (cost $6,712,614)   $ 8,916,052  
Dividends and interest receivable     4,027  
Prepaid expenses     966  
Total Assets     8,921,045  
Liabilities        
Payable to Adviser     6,358  
Payable to Administrator     7,921  
Payable to auditor     22,180  
Payable to trustees     285  
Other accrued expenses     10,061  
Total Liabilities     46,805  
Net Assets   $ 8,874,240  
Net Assets consist of:        
Paid-in capital     7,425,214  
Accumulated earnings     1,449,026  
Net Assets   $ 8,874,240  
Institutional Shares        
Shares outstanding (unlimited number of shares authorized, no par value)     646,948  
Net asset value, offering and redemption price per share(a)   $ 13.72  

 

(a) Subject to certain exceptions, a 2.00% redemption fee is imposed upon shares redeemed within 60 calendar days of their purchase.

 

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

2

 

Canterbury Portfolio Thermostat Fund

Statement of Operations

For the year ended April 30, 2026

 

Investment Income        
Dividend income   $ 147,489  
Total investment income     147,489  
         
Expenses        
Adviser     73,249  
Administration     40,871  
Fund accounting     33,844  
Registration     26,264  
Transfer agent     24,615  
Legal     21,457  
Compliance services     20,000  
Audit and tax preparation     18,547  
Trustee     18,257  
Printing     13,265  
Insurance     5,554  
Custodian     5,000  
Pricing     354  
Miscellaneous     27,077  
Total expenses     328,354  
Fees contractually waived by Adviser     (12,887 )
Net operating expenses     315,467  
Net investment loss     (167,978 )
         
Net Realized and Change in Unrealized Gain (Loss) on Investments        
Net realized gain on investment securities transactions     555,488  
Net change in unrealized appreciation of investment securities     1,534,534  
Net realized and change in unrealized gain (loss) on investments     2,090,022  
Net increase in net assets resulting from operations   $ 1,922,044  

  

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

3

 

Canterbury Portfolio Thermostat Fund

Statements of Changes in Net Assets

 

    For the Year Ended     For the Year Ended  
    April 30, 2026        April 30, 2025  
Increase (Decrease) in Net Assets due to:                
Operations                
Net investment loss   $ (167,978 )   $ (86,875 )
Net realized gain on investment securities transactions     555,488       238,894  
Net change in unrealized appreciation of investment securities     1,534,534       85,506  
Net increase in net assets resulting from operations     1,922,044       237,525  
                 
Capital Transactions - Institutional Shares                
Proceeds from shares sold     551,383       2,317,699  
Amount paid for shares redeemed     (1,038,076 )     (5,311,351 )
Proceeds from redemption fees(a)           15  
Total Capital Transactions - Institutional Shares     (486,693 )     (2,993,637 )
Total Increase (Decrease) in Net Assets     1,435,351       (2,756,112 )
                 
Net Assets                
Beginning of year   $ 7,438,889     $ 10,195,001  
End of year   $ 8,874,240     $ 7,438,889  
                 
Share Transactions - Institutional Shares                
Shares sold     46,348       210,321  
Shares redeemed     (84,455 )     (488,612 )
Total Share Transactions - Institutional Shares     (38,107 )     (278,291 )

 

(a) Subject to certain exceptions, a 2.00% redemption fee is imposed upon shares redeemed within 60 calendar days of their purchase.

 

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

4

 

Canterbury Portfolio Thermostat Fund - Institutional Shares

Financial Highlights 

(For a share outstanding during each year)

 

    For the Years Ended April 30,  
    2026     2025     2024     2023     2022  
Selected Per Share Data:                                        
Net asset value, beginning of year   $ 10.86     $ 10.58     $ 10.06     $ 10.85     $ 12.40  
Income from investment operations:                                        
Net investment income (loss)     (0.26 )     (0.13 )     0.05       0.01       (0.02 )
Net realized and unrealized gain (loss)     3.12       0.41       0.50       (0.81 )     (0.08 )
Total from investment operations     2.86       0.28       0.55       (0.80 )     (0.10 )
Less distributions to shareholders from:                                        
Net investment income                 (0.04 )     (0.02 )      
Net realized gains                             (1.47 )
Total from distributions                 (0.04 )     (0.02 )     (1.47 )
Paid-in capital from redemption fees            (a)     0.01       0.03       0.02  
Net asset value, end of year   $ 13.72     $ 10.86     $ 10.58     $ 10.06     $ 10.85  
Total Return(b)     26.34 %     2.65 %     5.59 %     (7.07 )%     (1.10 )%
Ratios and Supplemental Data:                                        
Net assets, end of year (000 omitted)   $ 8,874     $ 7,439     $ 10,195     $ 27,098     $ 21,555  
Ratio of expenses to average net assets before expense waiver     4.03 %     4.14 %     1.96 %     1.69 %     1.98 %
Ratio of expenses to average net assets after expense waiver(c)     3.87 %     3.61 %     1.96 %     1.69 %     1.98 %
Ratio of net investment income (loss) to average net assets after expense waiver(c)     (2.06 )%     (1.11 )%     0.57 %     0.11 %     (0.32 )%
Portfolio turnover rate     59 %     133 %     177 %     297 %     234 %

 

(a) Rounds to less than $0.005 per share.

 

(b) Total return in the above table represents the rate that the investor would have earned or lost on an investment in the Fund, assuming reinvestment of distributions. Excludes redemption fees.

 

(c) These ratios exclude the impact of expenses of the underlying security holdings as represented in the Schedule of Investments. Recognition of net investment income by the Fund is affected by the timing of the declaration of dividends by the underlying exchange-traded funds in which the Fund invests.

 

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

5

 

Canterbury Portfolio Thermostat Fund
Notes to the Financial Statements
April 30, 2026

 

NOTE 1. ORGANIZATION

 

The Canterbury Portfolio Thermostat Fund (the “Fund”) is registered under the Investment Company Act of 1940, as amended (the “1940 Act”), as a diversified series of Capitol Series Trust (the “Trust”) on December 17, 2015. The Trust is an open-end investment company established under the laws of Ohio by an Agreement and Declaration of Trust dated September 18, 2013 as amended and restated November 18, 2021 (the “Trust Agreement”). The Trust Agreement permits the Board of Trustees of the Trust (the “Board”) to issue an unlimited number of shares of beneficial interest of separate series without par value. The Fund is one of a series of funds currently authorized by the Board. The Fund’s investment adviser is Canterbury Investment Management, LLC (the “Adviser”). The investment objective of the Fund is to seek long-term risk-adjusted growth. The Fund attempts to achieve its investment objective by obtaining long-term, risk adjusted growth. The Fund’s portfolio is structured primarily as a “fund of funds”. The Fund will invest in any debt, equity, and alternative securities deemed appropriate and necessary to improve the portfolio’s composition, exposure to which may be obtained through the use of ETFs.

 

The Fund currently offers one class of shares, Institutional Shares. The Fund’s Institutional Shares commenced operations on August 2, 2016. Each share represents an equal proportionate interest in the assets and liabilities belonging to the Fund and is entitled to such dividends and distributions out of income belonging to the Fund as are declared by the Board. Both share classes impose a 2.00% redemption fee on shares redeemed within 60 days of purchase.

 

NOTE 2. SIGNIFICANT ACCOUNTING POLICIES

 

The Fund is an investment company and follows accounting and reporting guidance under Financial Accounting Standards Board (“FASB”) Accounting Standards Codification Topic 946, “Financial Services-Investment Companies”. 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 generally accepted accounting principles in the United States of America (“GAAP”).

 

Segment Reporting – The Fund has adopted FASB Accounting Standards Update 2023-07, Segment Reporting (Topic 280) - Improvements to Reportable Segment Disclosures. Adoption of the standard impacted financial statement disclosure 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,

6

 

Canterbury Portfolio Thermostat Fund
Notes to the Financial Statements (continued)
April 30, 2026

 

and has discrete financial information available. The CODM is the President and Principal Executive 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.

 

Estimates – The preparation of financial statements in conformity 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 increases and decreases in net assets from operations during the reporting period. Actual results could differ from those estimates.

 

Federal Income Taxes – The Fund makes no provision for federal income or excise tax. The Fund has qualified and intends 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 by distributing substantially all of its taxable income. The Fund also intends to distribute sufficient net investment income and net realized capital gains, if any, so that it will not be subject to excise tax on undistributed income and gains. If the required amount of net investment income or gains is not distributed, the Fund could incur a tax expense.

 

The Fund may be subject to taxes imposed by countries in which it invests. Such taxes are generally based on income and/or capital gains earned or repatriated. Taxes are accrued and applied to net investment income, net realized gains and unrealized appreciation as such income and/or gains are earned.

 

The Fund recognizes tax benefits or expenses of uncertain tax positions only when the position is “more likely than not” to be sustained assuming examination by tax authorities. Management of the Fund has reviewed tax positions taken in tax years that remain subject to examination by all major tax jurisdictions, including federal (i.e., the previous three tax year ends and the interim tax period since then, as applicable) and has concluded that no provision for unrecognized tax benefits or expenses is required in these financial statements and does not expect this to change over the next twelve months. The Fund recognizes interest and penalties, if any, related to unrecognized tax benefits as income tax expense in the Statement of Operations. During the period, the Fund did not incur any interest or penalties.

 

Expenses – Expenses incurred by the Trust that do not relate to a specific fund of the Trust are allocated to the individual funds of the Trust based on each fund’s relative net assets or another appropriate basis (as determined by the Board).

7

 

Canterbury Portfolio Thermostat Fund
Notes to the Financial Statements (continued)
April 30, 2026

 

Security Transactions and Related Income – Throughout the reporting period, security transactions are accounted for no later than one business day following the trade date. For financial reporting purposes, security transactions are accounted for on trade date on the last business day of the reporting period. The specific identification method is used for determining gains or losses for financial statements and income tax purposes. Dividend income is recorded on the ex-dividend date.

 

Dividends and Distributions – The Fund intends to distribute its net investment income and net realized long-term and short-term capital gains, if any, at least annually. Dividends and distributions to shareholders, which are determined in accordance with income tax regulations, are recorded on the ex-dividend date. The treatment for financial reporting purposes of distributions made to shareholders during the period from net investment income or net realized capital gains may differ from their ultimate treatment for federal income tax purposes. These differences are caused primarily by differences in the timing of the recognition of certain components of income, expense or realized capital gain for federal income tax purposes. Where such differences are permanent in nature, they are reclassified among the components of net assets based on their ultimate characterization for federal income tax purposes. Any such reclassifications will have no effect on net assets, results of operations or net asset value (“NAV”) per share of the Fund.

 

For the fiscal year ended April 30, 2026, the Fund made the following reclassifications to increase (decrease) the components of net assets:

 

      Accumulated Earnings  
Paid-In Capital     (Deficit)  
$ (148,582 )   $ 148,582  

 

NOTE 3. SECURITIES VALUATION AND FAIR VALUE MEASUREMENTS

 

The Fund values its portfolio securities at fair value as of the close of regular trading on the New York Stock Exchange (“NYSE”) (normally 4:00 p.m. Eastern Time) on each business day the NYSE is open for business. Fair value is defined as the price that the Fund would receive upon selling an investment or transferring a liability in a timely transaction to an independent buyer in the principal or most advantageous market of the investment. GAAP establishes a three-tier hierarchy to maximize the use of observable market data and minimize the use of unobservable inputs and to establish classification of fair value measurements for disclosure purposes.

 

Inputs refer broadly to the assumptions that market participants would use in pricing the asset or liability, including assumptions about risk (the risk inherent in a particular valuation technique used to measure fair value including a pricing model and/or the risk inherent in the inputs to the valuation technique). Inputs may be observable or unobservable.

8

 

Canterbury Portfolio Thermostat Fund
Notes to the Financial Statements (continued)
April 30, 2026

 

Observable inputs are inputs that reflect the assumptions market participants would use in pricing the asset or liability developed based on market data obtained and available from sources independent of the reporting entity. Unobservable inputs are inputs that reflect the reporting entity’s own assumptions about the assumptions market participants would use in pricing the asset or liability developed based on the best information available in the circumstances.

 

Various inputs are used in determining the value of the Fund’s investments. These inputs are summarized in the three broad levels listed below.

 

Level 1 – unadjusted quoted prices in active markets for identical investments and/or registered investment companies where the value per share is determined and published and is the basis for current transactions for identical assets or liabilities at the valuation date

 

Level 2 – other significant observable inputs (including, but not limited to, quoted prices for an identical security in an inactive market, quoted prices for similar securities, interest rates, prepayment speeds, credit risk, etc.)

 

Level 3 – significant unobservable inputs (including the Fund’s own assumptions in determining fair value of investments based on the best information available)

 

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 which is reported is determined based on the lowest level input that is significant to the fair value measurement in its entirety.

 

In computing the NAV of the Fund, fair value is based on market valuations with respect to portfolio securities for which market quotations are readily available. Pursuant to Board approved policies, the Fund relies on independent third-party pricing services to provide the current market value of securities. Those pricing services value equity securities, including exchange-traded funds, exchange-traded notes, closed-end funds and preferred stocks, traded on a securities exchange at the last reported sales price on the principal exchange. Equity securities quoted by Nasdaq are valued at the Nasdaq Official Closing Price. If there is no reported sale on the principal exchange, equity securities are valued at the mean between the most recent quoted bid and asked price. When using market quotations or close prices provided by the pricing service and when the market is considered active, the security will be classified as a Level 1 security. Investments in open-end mutual funds, including money market mutual funds, are generally priced at the ending NAV provided by the pricing service of the funds and are generally categorized as Level 1 securities.

9

 

Canterbury Portfolio Thermostat Fund
Notes to the Financial Statements (continued)
April 30, 2026

 

In the event that market quotations are not readily available or are considered unreliable due to market or other events, the Fund values its securities and other assets at fair value in accordance with policies established by and under supervision of the Board. Under these policies, the securities will be classified as Level 2 or Level 3 within the fair value hierarchy, depending on the inputs used.

 

In accordance with the Trust’s Portfolio Valuation Procedures, the Fair Value Committee, in making its recommendations with the Adviser’s participation, is required to consider all appropriate factors relevant to the value of securities for which it has determined other pricing sources are not available or reliable as described above. No single standard exists for determining fair value, because fair value depends upon the circumstances of each individual case. As a general principle, the current fair value of an issue of securities being valued pursuant to the Trust’s Fair Value Guidelines would be the amount which the Fund might reasonably expect to receive for them upon their current sale. Methods which are in accordance with this principle may, for example, be based on (i) a multiple of earnings; (ii) a discount from market prices of a similar freely traded security (including a derivative security or a basket of securities traded on other markets, exchanges or among dealers); or (iii) yield to maturity with respect to debt issues, or a combination of these and other methods. Fair value pricing is permitted if, in accordance with the Trust’s Portfolio Valuation Procedures, the validity of market quotations appears to be questionable based on factors such as evidence of a thin market in the security based on a small number of quotations, a significant event occurs after the close of a market but before the Fund’s NAV calculation that may affect a security’s value, or other data calls into question the reliability of market quotations.

 

The following is a summary of the inputs used to value the Fund’s investments as of April 30, 2026:

 

          Valuation Inputs              
Assets   Level 1     Level 2     Level 3     Total  
Common Stocks   $ 4,078,280     $     $     $ 4,078,280  
Exchange-Traded Funds     4,387,733                   4,387,733  
Money Market Funds     450,039                   450,039  
Total   $ 8,916,052     $     $     $ 8,916,052  

 

(a) Refer to Schedule of Investments for sector classifications.

 

The Fund did not hold any investments during or at the end of the reporting period for which significant unobservable inputs (Level 3) were used in determining fair value; therefore, no reconciliation of Level 3 securities is included for this reporting period.

10

 

Canterbury Portfolio Thermostat Fund
Notes to the Financial Statements (continued)
April 30, 2026

 

NOTE 4. FEES AND OTHER TRANSACTIONS WITH AFFILIATES AND OTHER SERVICE PROVIDERS

 

Under the terms of the investment advisory agreement (the “Agreement”), the Adviser manages the Fund’s investments subject to approval of the Board. As compensation for its management services, the Fund is obligated to pay the Adviser a fee computed and accrued daily and paid monthly at an annual rate of 0.90% of the Fund’s average daily net assets. For the fiscal year ended April 30, 2026, the Adviser earned fees of $73,249 from the Fund. At April 30, 2026, the Fund owed the Adviser $6,358.

 

Effective June 1, 2024, the Adviser agreed to a voluntary waiver of the full investment advisory fees of 0.90% of the Fund’s average daily net assets. Effective October 1, 2024, the Adviser agreed to contractually waive its advisory fee from 0.90% to 0.50% of the average daily net assets of the Fund through September 30, 2025. The Adviser is not entitled to the reimbursement of any fees waived. During the fiscal year ended April 30, 2026, the Adviser waived fees of $12,887 for the Fund.

 

The Trust retains Ultimus Fund Solutions, LLC (the “Administrator”) to provide the Fund with administration, fund accounting, and transfer agent services, including all regulatory reporting. Northern Lights Compliance Services, LLC (“NLCS”), an affiliate of the Administrator, provides a Chief Compliance Officer to the Trust, as well as related compliance services, pursuant to a consulting agreement between NLCS and the Trust.

 

The Board supervises the business activities of the Trust. Each Trustee serves as a Trustee for the lifetime of the Trust or until the earlier of his or her required retirement as a Trustee at age 78 (which may be extended for up to two years in an emeritus capacity at the pleasure and request of the Board), or until he/she dies, resigns, or is removed, whichever is sooner. “Independent Trustees”, meaning those Trustees who are not “interested persons” of the Trust, as defined in the 1940 Act, as amended, have each received an annual retainer of $2,000 per Fund and $500 per Fund for each quarterly Board meeting. The Trust also reimburses Trustees for out-of-pocket expense incurred in conjunction with attendance at Board meetings. Effective April 1, 2026, the annual retainer is increasing from $2,000 per Fund to $2,200 per Fund and from $500 to $525 per Fund for each quarterly Board meeting.

 

Officers of the Trust are employees of the Administrator or NLCS and such persons are not paid by the Fund for serving in such capacities.

 

Ultimus Fund Distributors, LLC (the “Distributor”) acts as the principal distributor of the Fund’s shares. The Distributor is a wholly-owned subsidiary of the Administrator. The Distributor is compensated by the Adviser (not the Fund) for acting as principal underwriter.

11

 

Canterbury Portfolio Thermostat Fund
Notes to the Financial Statements (continued)
April 30, 2026

 

NOTE 5. PURCHASES AND SALES OF SECURITIES

 

For the fiscal year ended April 30, 2026, purchases and sales of investment securities, other than short-term investments, were $4,483,273 and $5,050,432, respectively.

 

There were no purchases or sales of long-term U.S. government obligations during the fiscal year ended April 30, 2026.

 

NOTE 6. FEDERAL TAX INFORMATION

 

At April 30, 2026, the net unrealized appreciation (depreciation) and tax cost of investments for tax purposes were as follows:

 

Gross unrealized appreciation   $ 2,268,941  
Gross unrealized depreciation     (64,328 )
Net unrealized appreciation/(depreciation) on investments     2,204,613  
Tax cost of investments   $ 6,711,439  

 

The tax character of distributions paid for the fiscal years ended April 30, 2026 and April 30, 2025 were as follows:

 

      2026       2025  
Distributions paid from:                
Ordinary income   $     $  
Total distributions paid   $     $  

 

At April 30, 2026, the components of accumulated earnings (deficit) on a tax basis were as follows:

 

Accumulated capital and other losses   $ (755,587 )
Unrealized appreciation on investments     2,204,613  
Total accumulated earnings   $ 1,449,026  

 

As of April 30, 2026, the Fund had available for tax purposes unused capital loss carryforwards of $694,578 and of short-term capital loss carryforwards, respectively. These capital loss carryforwards, which do not expire, may be utilized in future years to offset net realized capital gains, if any, prior to distributing such gains to shareholders.

 

For the year ended April 30, 2026, the Fund utilized short-term capital loss carryforwards of $559,548.

 

Certain capital losses and specified gains realized after October 31, and net investment losses realized after December 31 of the Fund’s fiscal year may be deferred and treated as

12

 

Canterbury Portfolio Thermostat Fund
Notes to the Financial Statements (continued)
April 30, 2026

 

occurring on the first business day of the Fund’s following taxable year. For the tax period ended April 30, 2026, the Fund deferred qualified late year ordinary losses in the amount of $61,009.

 

In this reporting period, the Fund adopted FASB Accounting Standards Update 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures, which is intended to enhance transparency and decision usefulness of income tax disclosures including additional detail related to rate reconciliation and income taxes paid during the reporting period. For the fiscal year April 30, 2026, there were no federal, state or local income taxes or any income taxes in foreign jurisdictions paid by the Fund.

 

NOTE 7. INVESTMENT IN OTHER INVESTMENT COMPANIES

 

The Fund may invest a significant portion of its assets in shares of one or more investment companies, including ETFs, open-end mutual funds and money market mutual funds. The Fund will incur additional indirect expenses (acquired fund fees and expenses) to the extent it invests in shares of other investment companies. As of April 30, 2026, the Fund had 49.44% and 5.07% of the value of its net assets invested in these ETFs and the Morgan Stanley Institutional Liquidity Government Portfolio - Institutional Shares, respectively. The financial statements of these investment companies can be found at www.sec.gov.

 

NOTE 8. INDEMNIFICATIONS

 

The Fund indemnifies its officers and Trustees for certain liabilities that may arise from their performance of their duties to the Fund. Additionally, in the normal course of business, the Fund enters into contracts that contain a variety of representations and warranties which provide general indemnifications. 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.

 

NOTE 9. SUBSEQUENT EVENTS

 

Management of the Fund has evaluated the need for disclosures and/or adjustments resulting from subsequent events through the date at which these financial statements were issued. Based upon this evaluation, management has determined there were no items requiring adjustment of the financial statements or additional disclosure.

13

 

Report of Independent Registered Public Accounting Firm

 

To the Shareholders and the Board of Trustees of Canterbury Portfolio Thermostat Fund

 

Opinion on the Financial Statements

 

We have audited the accompanying statement of assets and liabilities of Canterbury Portfolio Thermostat Fund (the “Fund”) (one of the funds constituting Capitol Series Trust (the “Trust”)), including the schedule of investments, as of April 30, 2026, and 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, the financial highlights for each of the five years in the period then ended 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 Fund (one of the funds constituting Capitol Series Trust) at April 30, 2026, the results of its operations for the year then ended, the changes in its net assets for each of the two years in the period then ended and its financial highlights for each of the five years in the period then ended, in conformity with U.S. generally accepted accounting principles.

 

Basis for Opinion

 

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

 

We conducted our 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 Trust is not required to have, nor were we engaged to perform, an audit of Trust’s 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 Trust’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 April 30, 2026, 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.

 

(SIGNATURE)

 

We have served as the auditor of one or more Capitol Series Trust investment companies since 2017.

 

Cincinnati, Ohio
June 25, 2026

14

 

Additional Federal Income Tax Information (Unaudited)

 

The Form 1099-DIV you receive in January 2027 will show the tax status of all distributions paid to your account in calendar year 2026. Shareholders are advised to consult their own tax adviser with respect to the tax consequences of their investment in the Fund. As required by the Internal Revenue Code and/or regulations, shareholders must be notified regarding the status of qualified dividend income for individuals and the dividends received deduction for corporations.

 

Qualified Dividend Income. The Fund designates approximately 0% or up to the maximum amount of such dividends allowable pursuant to the Internal Revenue Code, as qualified dividend income eligible for a reduced tax rate.

 

Qualified Business Income. The Fund designates approximately 0% of its ordinary income dividends, or up to the maximum amount of such dividends allowable pursuant to the Internal Revenue Code, as qualified business income.

 

Dividends Received Deduction. Corporate shareholders are generally entitled to take the dividends received deduction on the portion of the Fund’s dividend distribution that qualifies under tax law. For the Fund’s calendar year 2026 ordinary income dividends, 0% qualifies for the corporate dividends received deduction.

15

 

Additional Information (Unaudited)

 

Changes in and Disagreements with Accountants

 

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

 

Proxy Disclosures

 

Not applicable.

 

Remuneration Paid to Directors, Officers and Others

 

Refer to the financial statements included herein.

 

Statement Regarding Basis for Approval of Investment Advisory Agreement

 

At a quarterly meeting of the Board of Trustees of Capitol Series Trust (“Trust”) held on December 2 and 3, 2025, with continuation on December 17, 2025, the Trust’s Board of Trustees (“Board”), including all of the Trustees who are not “interested persons” of the Trust (“Independent Trustees”) as that term is defined in Section 2(a)(19) of the Investment Company Act of 1940, as amended (the “1940 Act”), considered and approved the renewal of the Investment Advisory Agreement (“Investment Advisory Agreement”) for an additional one-year period between the Trust and Canterbury Investment Management, LLC (“Canterbury”) with respect to the Canterbury Portfolio Thermostat Fund (the “Canterbury Fund” or the “Fund”), a series of the Trust.

 

Prior to the meeting, the Trustees received and considered information from Canterbury and the Trust’s administrator designed to provide the Trustees with the information necessary to evaluate the terms of the continuation of the Investment Advisory Agreement between the Trust and Canterbury, including, but not limited to: Canterbury’s responses to counsel’s initial due diligence letter requesting information relevant to the approval of the Investment Advisory Agreement, Canterbury’s responses to counsel’s supplemental requests for additional information, and peer group comparative expense and performance data provided by Broadridge (collectively, the “Support Materials”). The Trustees noted the completeness of the Support Materials that Canterbury provided, and reviewed such Support Materials at various times with Canterbury, Trust management, and counsel to the Independent Trustees. The Trustees also noted the discussions that had taken place with representatives of Canterbury, and considered additional information that Canterbury had provided regarding its services to the Canterbury Fund, including but not limited to: information regarding Canterbury’s investment philosophy and investment strategy; Canterbury’s development of innovations in investor tools; the firm’s investment in internal resources to support and promote the Canterbury Fund; the firm’s compliance culture; compensation of portfolio managers; trading practices; liability insurance; Canterbury’s financial statements; Canterbury’s profitability with respect to the Canterbury Fund; Canterbury’s marketing and distribution plans for the Fund; and other benefits that Canterbury derives from its relationship with the Fund. The Trustees also noted the inclusion of comparative fee and performance of the Canterbury Fund to the Tactical Allocation Morningstar category, and the custom peer group analysis prepared by Broadridge. The Trustees discussed Canterbury’s ownership and profitability and noted Canterbury’s profitability with respect to the Canterbury Fund. This information, together with information provided to and reviewed by the Board concerning Canterbury and the Canterbury Fund since the Fund’s inception, formed the primary, but not exclusive, basis for the Board’s determinations.

16

 

Additional Information (Unaudited) (continued)

 

Before voting to approve the continuation of the Investment Advisory Agreement for an additional one-year term, the Trustees reviewed the terms of Investment Advisory Agreement, as well as the Support Materials, with Trust management and with counsel to the Independent Trustees. The Trustees also received, reviewed and discussed a memorandum from such counsel delineating each Trustee’s duty of care and duty of loyalty obligations and application of the fiduciary duty standards of Section 36(b) of the 1940 Act, all of which govern their consideration of the renewal of the Investment Advisory Agreement. In addition, the memorandum described the various factors that the U.S. Securities and Exchange Commission (“SEC”) and U.S. Courts over the years have suggested are appropriate for trustee consideration in the advisory agreement approval and renewal process, including the factors outlined in Gartenberg v. Merrill Lynch Asset Management Inc., 694 F.2d 923, 928 (2d Cir. 1982); cert. denied sub. nom. and Andre v. Merrill Lynch Ready Assets Trust, Inc., 461 U.S. 906 (1983).

 

In determining whether to approve the continuation of the Investment Advisory Agreement, the Trustees considered all factors they believed relevant with respect to the Canterbury Fund, including the following: (1) the nature, extent, and quality of the services to be provided by Canterbury; (2) the cost of the services to be provided and the profits to be realized by Canterbury from services rendered to the Trust and the Fund; (3) comparative fee and expense data for the Canterbury Fund and other investment companies with similar investment objectives; (4) the extent to which economies of scale would be realized as the Canterbury Fund grows and whether the proposed advisory fee for the Fund reflects these economies of scale for the Fund’s benefit; and (5) other financial benefits to Canterbury resulting from services to be rendered to the Canterbury Fund. In their deliberations, the Trustees did not identify any particular information that was all-important or controlling.

 

After having received and reviewed the Support Materials, as well as investment performance, compliance, operating, and distribution reports of the Canterbury Fund on a quarterly basis since the Fund’s inception, and having noted Canterbury’s presentation and the additional discussions with representatives of Canterbury that had occurred at various times, the Trustees determined that they had all of the information they deemed reasonably necessary to make an informed decision concerning the approval of the continuation of the Investment Advisory Agreement for an additional one-year term. The Trustees discussed the facts and factors relevant to the approval of the Investment Advisory Agreement, which incorporated and reflected their knowledge of Canterbury’s services provided to the Canterbury Fund. Based upon the Support Materials, Canterbury’s presentation and discussions with representatives of Canterbury, and performance, compliance, fee and expense and distribution information received on a quarterly basis since the Fund’s inception, the Board concluded that the overall arrangements between the Trust and Canterbury as set forth in the Investment Advisory Agreement are fair and reasonable in light of the services that Canterbury performs, the investment advisory fees that the Canterbury Fund pays, and such other matters as the Trustees considered relevant in the exercise of their reasonable business judgment. The material factors and conclusions that formed the basis of the Trustees’ determination to approve the continuation of the Investment Advisory Agreement are summarized below.

 

Nature, Extent and Quality of Services Provided. The Trustees considered the scope of services that Canterbury provides under the Investment Advisory Agreement, noting that such services include but are not limited to the following: (1) investing the Canterbury Fund’s assets consistent with the Fund’s investment objective and investment policies; (2) determining the portfolio securities to be purchased,

17

 

Additional Information (Unaudited) (continued)

 

sold or otherwise disposed of and the timing of such transactions; (3) voting all proxies with respect to the Fund’s portfolio securities; (4) maintaining the required books and records for transactions that Canterbury effects on behalf of the Fund; (5) selecting broker-dealers to execute orders on behalf of the Canterbury Fund; (6) performing compliance services on behalf of the Canterbury Fund; and (7) engaging in marketing activities. The Trustees noted no changes to the services that Canterbury provides to the Canterbury Fund under the terms of the Investment Advisory Agreement. The Trustees considered Canterbury’s capitalization and its assets under management. The Trustees further considered the investment philosophy and investment industry experience of the portfolio managers and noted the proprietary software and research algorithm developed by Canterbury and utilized to manage the Fund’s portfolio in accordance with its investment strategy. The Trustees also noted the Canterbury Fund’s performance compared to its benchmark index, the MSCI World NR USD, including the fact that the Fund had underperformed its benchmark index for the one-year, three-year, five-year, and since inception periods ended September 30, 2025. The Trustees also considered the Canterbury Fund’s performance compared to the Tactical Allocation Morningstar category and the custom Broadridge peer group, which was a subset of the Morningstar category with filters applied for actively managed, open-end, institutional, fund-of-funds. The Trustees noted that the performance of the Canterbury Fund trailed the performance of the Morningstar category median and the custom peer group median for the one-, three-, and five-year and since inceptions periods ended September 30, 2025. The Board further noted its discussions throughout the year with representatives of Canterbury regarding management of the Canterbury Fund’s adaptive portfolio strategy, performance of the Canterbury Fund and historical success in limiting drawdowns during normal favorable market corrections. Based upon the foregoing, the Trustees concluded that they are satisfied with the nature, extent, and quality of services that Canterbury provides to the Canterbury Fund under the Investment Advisory Agreement.

 

Cost of Advisory Services and Profitability. The Trustees considered the annual management fee that the Canterbury Fund pays to Canterbury under the Investment Advisory Agreement, as well as Canterbury’s profitability from the services that it renders to the Fund, noting that Canterbury realized a slight profit from services provided to the Fund during the last fiscal year. The Trustees noted that, while a Rule 12b-1 Distribution Plan had been approved on behalf of Investor Shares of the Canterbury Fund, Investor Shares were not currently offered for purchase. The Trustees also considered Canterbury’s commitment with respect to the Canterbury Fund and the growth of assets in the Fund over time.

 

Comparative Fee and Expense Data. The Trustees noted that the Canterbury Fund’s management fee was in line with the median and higher than the average of the Tactical Allocation Morningstar category, and was lower than both the median and average for the custom peer group. The Trustees then noted that the Canterbury Fund’s gross and net total expense ratios were above the median and average gross and net total expense ratios reported for both the Morningstar Tactical Allocation category and the custom peer group. They further considered the fees paid by Canterbury’s separately managed accounts and sub-advisory relationships to other accounts with similar investment objectives and strategies to that of the Fund, noting the differences in the services provided to these accounts compared to the services provided to the Canterbury Fund. In particular, they noted that Canterbury has additional responsibilities with respect to the Canterbury Fund, including compliance, reporting and operational responsibilities. While recognizing that it is difficult to compare advisory fees because the scope of advisory services provided may vary from one investment adviser to another,

18

 

Additional Information (Unaudited) (continued)

 

or from one investment product to another, the Trustees concluded that Canterbury’s advisory fee continues to be reasonable.

 

Economies of Scale. The Trustees considered whether the Canterbury Fund may benefit from any economies of scale but did not find that any material economies exist at this time. The Trustees also noted Canterbury’s view that due to the Canterbury Fund’s low net asset total and the profit Canterbury derives from the Fund, fee breakpoints are not necessary or appropriate at this time.

 

Other Benefits. The Trustees noted that Canterbury does not utilize soft dollar arrangements with respect to portfolio transactions and does not use affiliated brokers to execute the Canterbury Fund’s portfolio transactions. The Trustees noted that Canterbury had confirmed that there were no economic or other benefits to the Adviser associated with the selection or use of any particular ETF providers for the Fund’s portfolio. The Trustees concluded that all things considered, Canterbury does not receive material additional financial benefits from services rendered to the Canterbury Fund.

 

Other Considerations. The Trustees also considered potential conflicts for Canterbury with respect to relationships forged with ETF providers. The Trustees noted that both they and Counsel have discussed with representatives of Canterbury their duty of loyalty relative to the selection of ETF providers and the conflicts that could develop relative to any relationship that Canterbury may form with a specific ETF provider. Based on the assurances and representations from Canterbury, the Trustees concluded that no conflict of interest currently exists that could adversely impact the Canterbury Fund.

 

Conclusions. Based upon Canterbury’s presentation to the Board and the Support Materials considered in connection with the continuation of the Investment Advisory Agreement, as well as the information provided throughout the course of the year and since the Fund’s inception, the Board concluded that the overall arrangements between the Trust and Canterbury, as set forth in the Investment Advisory Agreement, are fair and reasonable in light of the services to be performed, the investment advisory fees to be paid and such other matters as the Trustees considered relevant in the exercise of their reasonable judgment.

19

 

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

 

Not applicable.

 

Item 9. Proxy Disclosures for Open-End Management Investment Companies.

 

Not applicable.

 

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

 

Included under Item 7

 

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

 

Included under Item 7

 

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

 

Not applicable.

 

Item 13. Portfolio Managers of Closed-End Management Investment Companies.

 

Not applicable.

 

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

 

Not applicable.

 

Item 15. Submission of Matters to a Vote of Security Holders.

 

None

 

Item 16. Controls and Procedures

 

(a) The 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) Code of Ethics attached hereto.

 

(a)(2) Not applicable.

 

(a)(3) Certifications by the registrant’s principal executive officer and principal financial officer, pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 and required by Rule 30a-2under the Investment Company Act of 1940 are filed herewith.

 

(a)(4) Not applicable.

 

(a)(5) Not applicable. 

 

(b) Certifications required by Rule 30a-2(b) under the Act (17 CFR 270.30a-2(b)) are filed herewith.

 

 

SIGNATURES

 

Pursuant to the requirements of the Securities Exchange Act of 1934 and the Investment Company Act of 1940, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

 

(Registrant) Capitol Series Trust  

 

By (Signature and Title) /s/ Matthew J. Miller  
  Matthew J. Miller, Principal Executive Officer  

 

Date 06/29/2026  

 

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/ Matthew J. Miller  
  Matthew J. Miller, Principal Executive Officer  

 

Date 06/29/2026  

 

By (Signature and Title) /s/ Zachary P. Richmond  
  Zachary P. Richmond, Principal Financial Officer  

 

Date 06/29/2026  

 


ATTACHMENTS / EXHIBITS

ATTACHMENTS / EXHIBITS

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ex99-906cert.htm

cst_code-ethics.htm

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