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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 (811-23793)

 

Tidal Trust II
(Exact name of registrant as specified in charter)

 

234 West Florida Street, Suite 700

Milwaukee, Wisconsin 53204
(Address of principal executive offices) (Zip code)

 

Eric W. Falkeis

Tidal Trust II

234 West Florida Street, Suite 700

Milwaukee, Wisconsin 53204
(Name and address of agent for service)

 

(844) 986-7700

Registrant’s telephone number, including area code

 

Date of fiscal year end: October 31

 

Date of reporting period: April 30, 2026

 

 

 

 

Item 1. Reports to Stockholders.

 

Hilton BDC Corporate Bond ETF Tailored Shareholder Report

Hilton BDC Corporate Bond ETF Tailored Shareholder Report

semi-annual shareholder report April 30, 2026

Hilton BDC Corporate Bond ETF

Ticker: HBDC (Listed on The Nasdaq Stock Market, LLC)

This semi-annual shareholder report contains important information about the Hilton BDC Corporate Bond ETF (the "Fund") for the period November 1, 2025 to April 30, 2026. You can find additional information about the Fund at www.hiltonetfs.com. You can also request this information by contacting us at (833) 594-4586 or by writing to the Hilton BDC Corporate Bond ETF, c/o U.S. Bank Global Fund Services, P.O. Box 701, Milwaukee, Wisconsin 53201-0701.

What were the Fund costs for the past six months?

(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
Hilton BDC Corporate Bond ETF
$20
0.39%
*Costs paid as a percentage of a $10,000 investment is an annualized figure.

 

Key Fund Statistics

(as of April 30, 2026)

Fund Size (Thousands)
$ 85,714
Number of Holdings
141
Total Advisory Fee Paid
$176,278
Portfolio Turnover Rate
25%

Sector Breakdown

(% of Total Net Assets)

sector
%
FInancials
98.6%
Cash & Other
1.4%
bar

Percentages are based on total net assets. Cash & Cash Equivalents represents short-term investments and other assets in excess of liabilities.

What did the Fund invest in?

(as of April 30, 2026)

Top Holdings
(% of Total
Net Assets)
Apollo Debt Solutions BDC, 6.90%, 04/13/2029
1.4
Apollo Debt Solutions BDC, 6.70%, 07/29/2031
1.4
Blackstone Private Credit Fund, 2.63%, 12/15/2026
1.3
Ares Strategic Income Fund, 5.70%, 03/15/2028
1.3
Blue Owl Credit Income Corp., 5.80%, 03/15/2030
1.3
Ares Capital Corp., 2.88%, 06/15/2028
1.3
Blue Owl Credit Income Corp., 6.60%, 09/15/2029
1.2
Blue Owl Capital Corp., 5.95%, 03/15/2029
1.2
Blue Owl Capital Corp., 3.40%, 07/15/2026
1.2
Ares Capital Corp., 5.88%, 03/01/2029
1.1

 

 

Householding

Householding is an option available to certain investors of the Fund. Householding is a method of delivery, based on the preference of the individual investor, in which a single copy of certain shareholder documents can be delivered to investors who share the same address, even if their accounts are registered under different names. Householding for the Fund is available through certain broker-dealers. If you are interested in enrolling in householding and receiving a single copy of prospectuses and other shareholder documents, please contact your broker-dealer. If you are currently enrolled in householding and wish to change your householding status, please contact your broker-dealer.

For additional information about the Fund, including its prospectus, financial information, holdings and proxy voting information, visit .

Hilton BDC Corporate Bond ETF Tailored Shareholder Report

Hilton Small-MidCap Opportunity ETF Tailored Shareholder Report

Hilton Small-MidCap Opportunity ETF Tailored Shareholder Report

semi-annual Shareholder Report April 30, 2026

Hilton Small-MidCap Opportunity ETF

Ticker: SMCO (Listed on The Nasdaq Stock Market, LLC)

This semi-annual shareholder report contains important information about the Hilton Small-MidCap Opportunity ETF (the "Fund") for the period November 1, 2025 to April 30, 2026. You can find additional information about the Fund at www.hiltonetfs.com. You can also request this information by contacting us at (833) 594-4586 or by writing to the Hilton Small-MidCap Opportunity ETF, c/o U.S. Bank Global Fund Services, P.O. Box 701, Milwaukee, Wisconsin 53201-0701.

What were the Fund costs for the past six months?

(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
Hilton Small-MidCap Opportunity ETF
$29
0.55%
*Costs paid as a percentage of a $10,000 investment is an annualized figure.

 

Key Fund Statistics

(as of April 30, 2026)

Fund Size (Thousands)
$130,408.00
Number of Holdings
63
Total Advisory Fee Paid
$380,712
Portfolio Turnover Rate
16%

Sector Breakdown

(% of Total Net Assets)

sector
%
Industrials
22.0%
Technology
17.1%
Financials
13.9%
Consumer Discretionary
12.6%
Health Care
8.7%
Energy
6.2%
Utilities
5.0%
Consumer Staples
4.6%
Materials
4.1%
Communications
2.6%
Real Estate
2.0%
Cash & Other
1.2%
bar

Percentages are based on total net assets. Cash & Cash Equivalents represents short-term investments and other assets in excess of liabilities.

What did the Fund invest in?

(as of April 30, 2026)

Top Holdings
(% of Total
Net Assets)
Clean Harbors, Inc.
2.7
Dycom Industries, Inc.
2.5
MKS, Inc.
2.5
Primoris Services Corp.
2.5
Teledyne Technologies, Inc.
2.4
Ciena Corp.
2.4
nVent Electric PLC
2.4
EQT Corp.
2.3
IDACORP, Inc.
2.3
MACOM Technology Solutions Holdings, Inc.
2.2

 

 

Householding

Householding is an option available to certain investors of the Fund. Householding is a method of delivery, based on the preference of the individual investor, in which a single copy of certain shareholder documents can be delivered to investors who share the same address, even if their accounts are registered under different names. Householding for the Fund is available through certain broker-dealers. If you are interested in enrolling in householding and receiving a single copy of prospectuses and other shareholder documents, please contact your broker-dealer. If you are currently enrolled in householding and wish to change your householding status, please contact your broker-dealer.

For additional information about the Fund, including its prospectus, financial information, holdings and proxy voting information, visit https://www.hiltonetfs.com/smco.

Hilton Small-MidCap Opportunity ETF Tailored Shareholder Report

 

 

 

 

Item 2. Code of Ethics.

 

Not applicable for semi-annual reports.

 

Item 3. Audit Committee Financial Expert.

 

Not applicable for semi-annual reports.

 

Item 4. Principal Accountant Fees and Services.

 

Not applicable for semi-annual reports.

 

Item 5. Audit Committee of Listed Registrants.

 

Not applicable for semi-annual reports.

 

Item 6. Investments.

 

(a)Schedules of Investments are included within the financial statements filed under Item 7 of this Form.

 

(b)Not applicable.

 

 

 

 

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

 

(a)

 

 

 

 

 

 

 

 

Financial Statements
April 30, 2026 (Unaudited)

 

 

 

Tidal Trust II 

Hilton Small-MidCap Opportunity ETF | SMCO | The Nasdaq Stock Market, LLC
Hilton BDC Corporate Bond ETF| HBDC | The Nasdaq Stock Market, LLC

 

 

 

Hilton ETFs 

 

Table of Contents

 

  Page 
Schedules of Investments 1
Statements of Assets and Liabilities 8
Statements of Operations 9
Statements of Changes in Net Assets 10
Financial Highlights 11

Notes to the Financial Statements

13

 

 

 

Hilton BDC Corporate Bond ETF

Schedule of Investments 

April 30, 2026 (Unaudited) 

   Maturity   Principal     
CORPORATE BONDS - 98.6%  Coupon   Date   Amount   Value 
Financial Services - 98.6%(a)                    
Apollo Debt Solutions BDC (Callable 11/08/2028)(b)   5.20%   12/08/2028   $472,000   $467,224 
Apollo Debt Solutions BDC (Callable 03/13/2029)   6.90%   04/13/2029    1,186,000    1,224,980 
Apollo Debt Solutions BDC (Callable 07/30/2030)   5.88%   08/30/2030    582,000    577,354 
Apollo Debt Solutions BDC (Callable 12/23/2030)(b)   5.70%   01/23/2031    884,000    869,637 
Apollo Debt Solutions BDC (Callable 05/29/2031)   6.70%   07/29/2031    1,174,000    1,199,157 
Apollo Debt Solutions BDC (Callable 01/15/2032)   6.55%   03/15/2032    590,000    597,075 
Ares Capital Corp. (Callable 06/15/2026)   2.15%   07/15/2026    920,000    915,428 
Ares Capital Corp.(c)   7.00%   01/15/2027    831,000    841,921 
Ares Capital Corp. (Callable 05/15/2027)   2.88%   06/15/2027    463,000    451,996 
Ares Capital Corp. (Callable 04/15/2028)   2.88%   06/15/2028    1,165,000    1,112,260 
Ares Capital Corp. (Callable 02/01/2029)   5.88%   03/01/2029    922,000    931,549 
Ares Capital Corp. (Callable 06/15/2029)   5.95%   07/15/2029    780,000    787,373 
Ares Capital Corp. (Callable 08/01/2030)   5.50%   09/01/2030    695,000    686,001 
Ares Capital Corp. (Callable 12/15/2030)   5.10%   01/15/2031    603,000    585,470 
Ares Capital Corp. (Callable 03/12/2031)   5.25%   04/12/2031    699,000    680,529 
Ares Capital Corp. (Callable 08/15/2031)   3.20%   11/15/2031    638,000    559,372 
Ares Capital Corp. (Callable 01/08/2032)   5.80%   03/08/2032    920,000    914,125 
Ares Strategic Income Fund (Callable 02/15/2028)   5.70%   03/15/2028    1,138,000    1,139,388 
Ares Strategic Income Fund (Callable 08/09/2028)(b)   5.45%   09/09/2028    682,000    677,862 
Ares Strategic Income Fund (Callable 12/15/2028)(b)   4.85%   01/15/2029    683,000    664,921 
Ares Strategic Income Fund (Callable 07/15/2029)   6.35%   08/15/2029    794,000    804,272 
Ares Strategic Income Fund (Callable 01/15/2030)   5.60%   02/15/2030    832,000    817,035 
Ares Strategic Income Fund (Callable 08/09/2030)(b)   5.80%   09/09/2030    572,000    562,684 
Ares Strategic Income Fund (Callable 12/15/2030)(b)   5.15%   01/15/2031    572,000    546,675 
Ares Strategic Income Fund (Callable 03/15/2031)(b)   5.55%   04/15/2031    799,000    775,932 
Ares Strategic Income Fund (Callable 01/21/2032)   6.20%   03/21/2032    856,000    849,576 
Bain Capital Specialty Finance, Inc. (Callable 09/13/2026)   2.55%   10/13/2026    363,000    358,850 
Bain Capital Specialty Finance, Inc. (Callable 02/15/2030)   5.95%   03/15/2030    425,000    416,818 
Barings BDC, Inc. (Callable 10/13/2026)   3.30%   11/23/2026    389,000    384,462 
Barings BDC, Inc. (Callable 08/15/2028)   5.20%   09/15/2028    362,000    355,141 
Barings BDC, Inc. (Callable 01/15/2029)   7.00%   02/15/2029    361,000    367,435 
Barings Private Credit Corp. (Callable 01/06/2029)(b)   5.75%   02/06/2029    424,000    415,989 
Barings Private Credit Corp. (Callable 05/11/2030)(b)   6.15%   06/11/2030    481,000    471,054 
BlackRock TCP Capital Corp. (Callable 04/30/2029)   6.95%   05/30/2029    396,000    391,737 
Blackstone Private Credit Fund (Callable 11/15/2026)   2.63%   12/15/2026    1,161,000    1,144,338 
Blackstone Private Credit Fund (Callable 02/15/2027)   3.25%   03/15/2027    919,000    904,238 
Blackstone Private Credit Fund (Callable 08/26/2027)   4.95%   09/26/2027    362,000    359,463 
Blackstone Private Credit Fund (Callable 10/27/2028)   7.30%   11/27/2028    604,000    624,455 
Blackstone Private Credit Fund (Callable 11/15/2028)   4.00%   01/15/2029    599,000    570,386 
Blackstone Private Credit Fund (Callable 06/16/2029)   5.95%   07/16/2029    846,000    846,940 
Blackstone Private Credit Fund (Callable 10/22/2029)   5.60%   11/22/2029    362,000    357,727 
Blackstone Private Credit Fund (Callable 03/01/2030)   5.25%   04/01/2030    360,000    348,690 
Blackstone Private Credit Fund (Callable 08/10/2030)   5.05%   09/10/2030    464,000    444,822 
Blackstone Private Credit Fund (Callable 11/25/2030)   6.25%   01/25/2031    562,000    561,835 
Blackstone Private Credit Fund (Callable 02/12/2031)   5.35%   03/12/2031    657,000    632,188 

 

The accompanying notes are an integral part of these financial statements.

 

1

 

 

Blackstone Private Credit Fund (Callable 11/29/2031)   6.00%   01/29/2032   $929,000   $912,845 
Blackstone Private Credit Fund (Callable 08/22/2034)   6.00%   11/22/2034    758,000    721,288 
Blackstone Secured Lending Fund (Callable 08/19/2026)   2.75%   09/16/2026    744,000    736,895 
Blackstone Secured Lending Fund (Callable 01/15/2027)   2.13%   02/15/2027    658,000    642,586 
Blackstone Secured Lending Fund (Callable 10/15/2027)   5.88%   11/15/2027    422,000    425,326 
Blackstone Secured Lending Fund (Callable 03/13/2028)   5.35%   04/13/2028    742,000    740,505 
Blackstone Secured Lending Fund (Callable 07/30/2028)   2.85%   09/30/2028    682,000    639,841 
Blackstone Secured Lending Fund (Callable 05/30/2030)   5.30%   06/30/2030    528,000    514,943 
Blackstone Secured Lending Fund (Callable 12/31/2030)   5.13%   01/31/2031    531,000    511,753 
Blue Owl Capital Corp. II (Callable 10/15/2026)   8.45%   11/15/2026    427,000    432,879 
Blue Owl Capital Corp. (Callable 06/15/2026)   3.40%   07/15/2026    1,057,000    1,053,665 
Blue Owl Capital Corp. (Callable 12/15/2026)   2.63%   01/15/2027    487,000    477,832 
Blue Owl Capital Corp. (Callable 03/13/2027)   3.13%   04/13/2027    303,000    296,442 
Blue Owl Capital Corp. (Callable 04/11/2028)   2.88%   06/11/2028    893,000    837,969 
Blue Owl Capital Corp. (Callable 02/15/2029)   5.95%   03/15/2029    1,061,000    1,055,015 
Blue Owl Capital Corp. (Callable 06/15/2030)   6.20%   07/15/2030    493,000    489,878 
Blue Owl Credit Income Corp. (Callable 08/23/2026)   3.13%   09/23/2026    415,000    410,932 
Blue Owl Credit Income Corp. (Callable 01/08/2027)   4.70%   02/08/2027    579,000    575,794 
Blue Owl Credit Income Corp. (Callable 08/16/2027)   7.75%   09/16/2027    697,000    710,018 
Blue Owl Credit Income Corp. (Callable 04/23/2028)   5.90%   05/23/2028    470,000    465,448 
Blue Owl Credit Income Corp. (Callable 05/13/2028)   7.95%   06/13/2028    756,000    778,144 
Blue Owl Credit Income Corp. (Callable 12/15/2028)   7.75%   01/15/2029    641,000    661,310 
Blue Owl Credit Income Corp. (Callable 08/15/2029)   6.60%   09/15/2029    1,053,000    1,056,661 
Blue Owl Credit Income Corp. (Callable 02/15/2030)   5.80%   03/15/2030    1,163,000    1,131,929 
Blue Owl Credit Income Corp. (Callable 01/15/2031)   6.65%   03/15/2031    874,000    870,695 
Blue Owl Technology Finance Corp. (Callable 06/07/2026)(b)   3.75%   06/17/2026    434,000    432,901 
Blue Owl Technology Finance Corp. (Callable 12/15/2026)   2.50%   01/15/2027    366,000    356,296 
Blue Owl Technology Finance Corp. (Callable 02/15/2028)   6.10%   03/15/2028    773,000    771,292 
Blue Owl Technology Finance Corp. (Callable 03/04/2029)   6.75%   04/04/2029    846,000    848,350 
Blue Owl Technology Finance Corp. (Callable 12/23/2030)   6.13%   01/23/2031    484,000    466,252 
Capital Southwest Corp. (Callable 08/18/2030)   5.95%   09/18/2030    424,000    420,812 
Carlyle Secured Lending, Inc. (Callable 01/18/2030)   6.75%   02/18/2030    362,000    365,063 
Carlyle Secured Lending, Inc. (Callable 01/15/2031)   5.75%   02/15/2031    364,000    352,770 
Franklin BSP Capital Corp. (Callable 05/15/2029)   7.20%   06/15/2029    482,000    489,725 
Franklin BSP Capital Corp. (Callable 09/02/2030)(b)   6.00%   10/02/2030    363,000    348,634 
FS KKR Capital Corp. (Callable 12/15/2026)   2.63%   01/15/2027    483,000    472,078 
FS KKR Capital Corp. (Callable 06/15/2027)   3.25%   07/15/2027    600,000    582,949 
FS KKR Capital Corp. (Callable 08/12/2028)   3.13%   10/12/2028    904,000    847,188 
FS KKR Capital Corp. (Callable 12/15/2028)   7.88%   01/15/2029    485,000    499,121 
FS KKR Capital Corp. (Callable 07/15/2029)   6.88%   08/15/2029    719,000    717,165 
FS KKR Capital Corp. (Callable 12/15/2029)   6.13%   01/15/2030    842,000    816,361 
Goldman Sachs BDC, Inc.(c)   6.38%   03/11/2027    482,000    487,548 
Goldman Sachs BDC, Inc. (Callable 12/28/2028)   5.10%   01/28/2029    485,000    475,660 
Goldman Sachs BDC, Inc. (Callable 08/09/2030)   5.65%   09/09/2030    483,000    475,585 
Goldman Sachs Private Credit Corp. (Callable 04/06/2028)(b)   5.88%   05/06/2028    481,000    481,768 
Goldman Sachs Private Credit Corp. (Callable 12/31/2028)(b)   5.38%   01/31/2029    795,000    785,199 
Goldman Sachs Private Credit Corp. (Callable 04/06/2030)(b)   6.25%   05/06/2030    702,000    701,367 
Goldman Sachs Private Credit Corp. (Callable 12/31/2030)(b)   5.88%   01/31/2031    584,000    574,760 
Golub Capital BDC, Inc. (Callable 07/24/2026)   2.50%   08/24/2026    701,000    694,736 
Golub Capital BDC, Inc. (Callable 01/15/2027)   2.05%   02/15/2027    425,000    414,368 
Golub Capital BDC, Inc. (Callable 11/05/2028)   7.05%   12/05/2028    844,000    868,729 
Golub Capital BDC, Inc. (Callable 06/15/2029)   6.00%   07/15/2029    902,000    904,880 

 

The accompanying notes are an integral part of these financial statements.

 

2

 

 

Golub Capital Private Credit Fund (Callable 07/15/2028)(b)   5.45%   08/15/2028   $583,000   $578,587 
Golub Capital Private Credit Fund (Callable 08/12/2029)   5.80%   09/12/2029    583,000    578,085 
Golub Capital Private Credit Fund (Callable 04/01/2030)   5.88%   05/01/2030    600,000    592,955 
Golub Capital Private Credit Fund (Callable 03/15/2031)(b)   5.60%   04/15/2031    610,000    589,929 
Hercules Capital, Inc. (Callable 08/16/2026)   2.63%   09/16/2026    395,000    390,706 
Hercules Capital, Inc. (Callable 12/20/2026)   3.38%   01/20/2027    426,000    420,500 
Hercules Capital, Inc. (Callable 01/10/2029)   5.35%   02/10/2029    368,000    363,080 
Hercules Capital, Inc. (Callable 05/16/2030)   6.00%   06/16/2030    425,000    422,668 
HPS Corporate Lending Fund(c)   5.30%   06/05/2027    475,000    473,244 
HPS Corporate Lending Fund (Callable 12/14/2027)   5.45%   01/14/2028    886,000    883,974 
HPS Corporate Lending Fund (Callable 08/11/2028)   4.90%   09/11/2028    717,000    701,984 
HPS Corporate Lending Fund (Callable 12/30/2028)   6.75%   01/30/2029    646,000    658,580 
HPS Corporate Lending Fund (Callable 03/02/2029)(b)   5.15%   04/02/2029    417,000    408,544 
HPS Corporate Lending Fund (Callable 08/30/2029)   6.25%   09/30/2029    476,000    480,453 
HPS Corporate Lending Fund (Callable 05/05/2030)   5.85%   06/05/2030    591,000    583,010 
HPS Corporate Lending Fund (Callable 10/15/2030)   5.45%   11/15/2030    589,000    570,371 
HPS Corporate Lending Fund (Callable 03/02/2031)(b)   5.65%   04/02/2031    472,000    460,379 
HPS Corporate Lending Fund (Callable 02/14/2032)   5.95%   04/14/2032    595,000    586,099 
Main Street Capital Corp. (Callable 02/01/2029)   6.95%   03/01/2029    428,000    441,366 
Main Street Capital Corp. (Callable 06/14/2026)   3.00%   07/14/2026    599,000    596,522 
Main Street Capital Corp. (Callable 05/04/2027)   6.50%   06/04/2027    481,000    486,639 
Main Street Capital Corp. (Callable 07/15/2028)   5.40%   08/15/2028    427,000    425,602 
Morgan Stanley Direct Lending Fund (Callable 01/11/2027)   4.50%   02/11/2027    445,000    444,210 
Morgan Stanley Direct Lending Fund (Callable 04/17/2029)   6.15%   05/17/2029    423,000    428,792 
Morgan Stanley Direct Lending Fund (Callable 04/19/2030)   6.00%   05/19/2030    426,000    426,045 
MSD Investment Corp. (Callable 04/30/2030)   6.25%   05/31/2030    582,000    576,160 
MSD Investment Corp. (Callable 01/05/2031)(b)   6.13%   02/05/2031    488,000    476,715 
New Mountain Finance Corp.(c)   6.20%   10/15/2027    362,000    362,684 
New Mountain Finance Corp. (Callable 01/01/2029)   6.88%   02/01/2029    362,000    362,580 
North Haven Private Income Fund LLC (Callable 08/25/2028)(b)   5.13%   09/25/2028    361,000    352,227 
North Haven Private Income Fund LLC (Callable 01/01/2030)   5.75%   02/01/2030    362,000    353,753 
Nuveen Churchill Direct Lending Corp. (Callable 02/15/2030)   6.65%   03/15/2030    362,000    363,955 
Oaktree Specialty Lending Corp. (Callable 12/15/2026)   2.70%   01/15/2027    424,000    415,575 
Oaktree Specialty Lending Corp. (Callable 01/15/2029)   7.10%   02/15/2029    364,000    371,341 
Oaktree Specialty Lending Corp. (Callable 01/27/2030)   6.34%   02/27/2030    363,000    359,606 
Oaktree Strategic Credit Fund (Callable 10/14/2028)   8.40%   11/14/2028    424,000    445,568 
Oaktree Strategic Credit Fund (Callable 06/23/2029)   6.50%   07/23/2029    482,000    487,297 
Oaktree Strategic Credit Fund (Callable 06/15/2030)   6.19%   07/15/2030    481,000    477,841 
Prospect Capital Corp. (Callable 10/15/2026)   3.36%   11/15/2026    320,000    312,933 
Prospect Capital Corp. (Callable 08/15/2028)   3.44%   10/15/2028    316,000    282,032 
Sixth Street Lending Partners (Callable 02/11/2029)   6.50%   03/11/2029    899,000    919,971 
Sixth Street Lending Partners (Callable 12/15/2029)   5.75%   01/15/2030    726,000    722,186 
Sixth Street Lending Partners (Callable 06/15/2030)   6.13%   07/15/2030    898,000    902,596 
TOTAL CORPORATE BONDS (Cost $85,696,484)                  84,535,858 

 

The accompanying notes are an integral part of these financial statements.

 

3

 

 

SHORT-TERM INVESTMENTS - 0.1%          
Money Market Funds - 0.1%   Shares    Value 
First American Government Obligations Fund - Class X, 3.58%(d)   62,458   $62,458 
           

TOTAL SHORT-TERM INVESTMENTS (Cost $62,458) 

        62,458 
           

TOTAL INVESTMENTS - 98.7% (Cost $85,758,942) 

       $84,598,316 
Other Assets in Excess of Liabilities - 1.3%        1,115,502 
TOTAL NET ASSETS - 100.0%       $85,713,818 
           
Percentages are stated as a percent of net assets.
          

 

(a)To the extent that the Fund invests more heavily in a particular industry or sector of the economy, its performance will be especially sensitive to developments that significantly affect those industries or sectors.

(b)Security exempt from registration pursuant to Rule 144A under the Securities Act of 1933, as amended. These securities may be resold in transactions exempt from registration to qualified institutional investors. As of April 30, 2026, the value of these securities total $11,642,988 or 13.6% of the Fund’s net assets.

(c)At maturity security. Interest is paid in full at the maturity date.

(d)The rate shown represents the 7-day annualized effective yield as of April 30, 2026.

 

The accompanying notes are an integral part of these financial statements.

 

4

 

Hilton Small-MidCap Opportunity ETF

Schedule of Investments 

April 30, 2026 (Unaudited) 

COMMON STOCKS - 98.8%  Shares   Value 
Banking - 5.6%          
Commerce Bancshares, Inc.   36,520   $1,900,136 
Community Financial System, Inc.   39,327    2,491,759 
Cullen/Frost Bankers, Inc.   20,169    2,923,093 
         7,314,988 

 

Consumer Discretionary Products - 2.9% 

          
Ralph Lauren Corp. - Class A   3,520    1,262,413 
YETI Holdings, Inc.(a)   62,902    2,482,113 
         3,744,526 

 

Consumer Discretionary Services - 2.8% 

          
Live Nation Entertainment, Inc.(a)   10,000    1,579,400 
Planet Fitness, Inc. - Class A(a)   31,856    2,123,840 
         3,703,240 

 

Consumer Staple Products - 1.9% 

          
Primo Brands Corp.   118,653    2,418,148 

 

Financial Services - 6.8% 

          
DigitalBridge Group, Inc. - Class A   116,545    1,813,440 
Houlihan Lokey, Inc. - Class A   14,154    2,190,332 
Jack Henry & Associates, Inc.   13,204    2,030,115 
Moelis & Co. - Class A   29,695    1,933,738 
Shift4 Payments, Inc. - Class A   21,274    942,013 
         8,909,638 

 

Health Care - 8.7% 

          
Bio-Techne Corp.   31,746    1,756,189 
HealthEquity, Inc.(a)   28,004    2,297,168 
RadNet, Inc.(a)   39,573    2,237,853 
STERIS PLC   10,622    2,303,699 
West Pharmaceutical Services, Inc.   9,065    2,697,653 
         11,292,562 

 

Industrial Products - 7.3% 

          
BWX Technologies, Inc.   10,345    2,238,555 
Federal Signal Corp.   20,574    2,533,277 
Graco, Inc.   20,574    1,651,475 
nVent Electric PLC   21,575    3,083,067 
         9,506,374 

 

Industrial Services - 14.7% 

          
Clean Harbors, Inc.(a)   11,458    3,582,687 
Dycom Industries, Inc.(a)   7,901    3,271,804 
EMCOR Group, Inc.   2,902    2,587,626 

 

The accompanying notes are an integral part of these financial statements.

 

5

 

 

Jacobs Solutions, Inc.   14,894   $1,927,432 
Landstar System, Inc.   9,167    1,687,370 
Primoris Services Corp.   17,957    3,252,911 
Saia, Inc.(a)   4,224    1,895,816 
WillScot Holdings Corp.   43,014    973,837 
         19,179,483 
           
Insurance - 1.5%          
RenaissanceRe Holdings Ltd.   6,590    2,022,932 
           
Materials - 4.1%          
AptarGroup, Inc.   10,508    1,299,629 
Commercial Metals Co.   30,540    2,106,038 
Reliance, Inc.   5,280    1,914,000 
         5,319,667 
           
Media - 1.1%          
Magnite, Inc.(a)   108,508    1,390,530 

 

Oil & Gas - 6.2% 

          
Coterra Energy, Inc.   48,048    1,725,404 
EQT Corp.   50,699    3,045,996 
Magnolia Oil & Gas Corp. - Class A   37,664    1,138,959 
TETRA Technologies, Inc.   234,516    2,232,592 
         8,142,951 

 

Real Estate - 2.0%

          
EastGroup Properties, Inc. - REIT   6,232    1,253,878 
Independence Realty Trust, Inc. - REIT   83,882    1,368,116 
         2,621,994 

 

Retail & Wholesale - Discretionary - 6.9% 

          
Academy Sports & Outdoors, Inc.   30,789    1,688,469 
Burlington Stores, Inc.(a)   6,925    2,216,069 
Freshpet, Inc.(a)   31,360    2,113,037 
Pool Corp.   6,035    1,287,386 
Valvoline, Inc.(a)   49,147    1,633,155 
         8,938,116 

 

Retail & Wholesale - Staples - 2.7% 

          
BJ’s Wholesale Club Holdings, Inc.(a)   25,038    2,350,818 
Sprouts Farmers Market, Inc.(a)   14,112    1,155,067 
         3,505,885 

 

Software & Tech Services - 3.7% 

          
Akamai Technologies, Inc.(a)   16,823    1,732,433 
Amdocs Ltd.   15,683    1,014,219 
Booz Allen Hamilton Holding Corp. - Class A   12,510    972,903 
Tenable Holdings, Inc.(a)   55,803    1,165,725 
         4,885,280 

 

The accompanying notes are an integral part of these financial statements.

 

6

 

 

Tech Hardware & Semiconductors - 13.4% 

Ciena Corp.(a) 

   5,906   $3,115,887 
Entegris, Inc.   16,368    2,314,108 
MACOM Technology Solutions Holdings, Inc.(a)   10,415    2,932,968 
MKS, Inc.   11,512    3,266,530 
TD SYNNEX Corp.   11,572    2,640,499 
Teledyne Technologies, Inc.(a)   4,866    3,142,706 
         17,412,698 
           

Telecommunications - 1.5% 

Lumen Technologies, Inc.(a) 

   226,984    2,006,539 
           

Utilities - 5.0% 

Clearway Energy, Inc. - Class C 

   46,464    1,875,287 
CMS Energy Corp.   21,797    1,672,702 
IDACORP, Inc.   20,356    3,007,395 
         6,555,384 
           

TOTAL COMMON STOCKS (Cost $107,943,978) 

        128,870,935 
           
SHORT-TERM INVESTMENTS - 1.4%          
Money Market Funds - 1.4%   Shares    Value 
First American Government Obligations Fund - Class X, 3.58%(b)   1,834,013    1,834,013 
           

TOTAL SHORT-TERM INVESTMENTS (Cost $1,834,013) 

        1,834,013 
           

TOTAL INVESTMENTS - 100.2% (Cost $109,777,991) 

       $130,704,948 
Liabilities in Excess of Other Assets - (0.2)%        (296,936)
TOTAL NET ASSETS - 100.0%       $130,408,012 
Percentages are stated as a percent of net assets.           

 

PLCPublic Limited Company
REITReal Estate Investment Trust

 

(a)Non-income producing security.

(b)The rate shown represents the 7-day annualized effective yield as of April 30, 2026.

 

The accompanying notes are an integral part of these financial statements.

 

7

 

 

Statements of Assets and Liabilities

 

April 30, 2026 (Unaudited)

 

  

Hilton BDC Corporate

Bond ETF

  

Hilton Small-MidCap

Opportunity ETF

 

ASSETS: 

Investments, at value (cost $85,758,942 and $109,777,991) (Note 2) 

  $84,598,316   $130,704,949 
Interest receivable   1,130,346    3,580 
Cash   13,754    163,800 
Dividends receivable       14,463 
Receivable for fund shares sold       1,482,000 
Total assets   85,742,416    132,368,791 
           

LIABILITIES: 

Payable to adviser (Note 4) 

   27,480    58,662 
Payable for investments purchased       1,902,117 
Other liabilities   1,118     
Total liabilities   28,598    1,960,779 
NET ASSETS  $85,713,818   $130,408,012 
           

NET ASSETS CONSISTS OF: 

Paid-in capital 

  $87,207,599   $100,147,937 
Total distributable earnings/(accumulated losses)   (1,493,781)   30,260,075 
Total Net Assets  $85,713,818   $130,408,012 
           
Net assets  $85,713,818   $130,408,012 
Shares issued and outstanding(a)   3,475,000    4,400,000 
Net asset value per share  $24.67   $29.64 

 

(a)Unlimited shares authorized without par value.

 

The accompanying notes are an integral part of these financial statements.

 

8

 

 

Statements of Operations

 

For the Periods Ended April 30, 2026 (Unaudited)    

 

  

Hilton BDC Corporate 

Bond ETF 

  

Hilton Small-MidCap

 Opportunity ETF

 

INVESTMENT INCOME: 

Dividend income 

  $   $587,004 
Interest income   2,447,959    33,188 
Total investment income   2,447,959    620,192 
           

EXPENSES: 

Investment advisory fee (Note 4) 

   176,278    380,712 
Total expenses   176,278    380,712 
NET INVESTMENT INCOME (LOSS)   2,271,681    239,480 
           

REALIZED AND UNREALIZED GAIN (LOSS) 

Net realized gain (loss) from:

Investments 

   (358,714)   588,308 
In-kind redemptions   (18,333)   8,771,733 
Net realized gain (loss)   (377,047)   9,360,041 

Net change in unrealized appreciation (depreciation) on: 

Investments

   (1,179,785)   3,996,442 
Net change in unrealized appreciation (depreciation)   (1,179,785)   3,996,442 
Net realized and unrealized gain (loss)   (1,556,832)   13,356,483 
NET INCREASE (DECREASE) IN NET ASSETS RESULTING FROM OPERATIONS  $714,849   $13,595,963 

 

The accompanying notes are an integral part of these financial statements.

 

9

 

Statements of Changes in Net Assets

 

   Hilton BDC Corporate Bond ETF   Hilton Small-MidCap Opportunity ETF 
   Period Ended April 30, 2026 (Unaudited)   Period Ended October 31, 2025(a)   Period Ended April 30, 2026 (Unaudited)   Year Ended October 31, 2025 
OPERATIONS:                
Net investment income (loss)  $2,271,681   $877,474   $239,480   $543,585 
Net realized gain (loss)   (377,047)   (27,750)   9,360,041    1,292,966 
Net change in unrealized appreciation (depreciation)   (1,179,785)   19,159    3,996,442    7,245,237 
Net increase (decrease) in net assets resulting from operations   714,849    868,883    13,595,963    9,081,788 

 

DISTRIBUTIONS TO 

                    
SHAREHOLDERS:                    
Distributions to shareholders   (2,223,008)   (854,505)   (1,357,679)   (459,550)
Total distributions to shareholders   (2,223,008)   (854,505)   (1,357,679)   (459,550)

 

CAPITAL TRANSACTIONS: 

                    
Subscriptions   23,175,620    84,528,963    26,457,852    24,454,945 
Redemptions   (20,494,950)       (33,088,567)   (1,906,832)
ETF transaction fees (Note 8)   (2,034)            
Net increase (decrease) in net assets                    
from capital transactions   2,678,636    84,528,963    (6,630,715)   22,548,113 
                     

NET INCREASE (DECREASE) IN
NET ASSETS
 

   1,170,477    84,543,341    5,607,569    31,170,351 

 

NET ASSETS: 

                    
Beginning of the period   84,543,341        124,800,443    93,630,092 
End of the period  $85,713,818   $84,543,341   $130,408,012   $124,800,443 

 

SHARES TRANSACTIONS 

                    
Subscriptions   925,000    3,375,000    950,000    950,000 
Redemptions   (825,000)       (1,200,000)   (75,000)
Total increase (decrease) in shares outstanding   100,000    3,375,000    (250,000)   875,000 

 

(a) Inception date of the Fund was June 10, 2025.        

 

The accompanying notes are an integral part of these financial statements.      

 

10

 

 

Financial Highlights

For a share outstanding throughout the periods presented

 

 

   Hilton BDC Corporate Bond ETF
  

Period Ended April 30, 

2026 (Unaudited) 

Period Ended October 31, 

2025(a)

PER SHARE DATA:        
         
Net asset value, beginning of period  $25.05  $25.00  
         

INVESTMENTS OPERATIONS: 

Net investment income (loss)(b) 

  0.62  0.49  
Net realized and unrealized gain (loss)(c)  (0.39)  (0.04)  
Total from investment operations  0.23  0.45  
         

LESS DISTRIBUTIONS FROM: 

Net investment income 

  (0.61)  (0.40)  
Total distributions  (0.61)  (0.40)  
         

CAPITAL TRANSACTIONS: 

ETF transaction fees per share 

 

0.00(d) 

   
Net asset value, end of period  $24.67  $25.05  
TOTAL RETURN(e)  0.92%  1.80%  
         

SUPPLEMENTAL DATA AND RATIOS: 

Net assets, end of period (in thousands)

  $85,714  $84,543  
Ratio of expenses to average net assets(f)  0.39%  0.39%  
Ratio of net investment income to average net assets(f)  5.03%  5.01%  
Portfolio turnover rate(e)(g)  25%  23%  

 

(a)Inception date of the Fund was June 10, 2025.

(b)Net investment income per share has been calculated based on average shares outstanding during the periods.

(c)Realized and unrealized gains and losses per share in the caption are balancing amounts necessary to reconcile the change in net asset value per share for the periods, and may not reconcile with the aggregate gains and losses in the Statements of Operations due to share transactions for the periods.

(d)Amount represents less than $0.005 per share.

(e)Not annualized for periods less than one year.

(f)Annualized for periods less than one year.

(g)Portfolio turnover rate excludes in-kind transactions, if any.

 

The accompanying notes are an integral part of these financial statements.    

 

11

 

 

Financial Highlights

For a share outstanding throughout the periods presented

 

 

 Hilton Small-MidCap Opportunity ETF
  

Period Ended

April 30, 2026 

(Unaudited) 

Year Ended

October 31, 

2025 

Period Ended

October 31, 

2024(a)

PER SHARE DATA:           
            
Net asset value, beginning of period  $26.84  $24.80  $20.00  
            

INVESTMENTS OPERATIONS: 

Net investment income (loss)(b) 

  0.05  0.13  0.10  
Net realized and unrealized gain (loss)(c)  3.02  2.03  4.71  
Total from investment operations  3.07  2.16  4.81  
            

LESS DISTRIBUTIONS FROM: 

Net investment income 

  (0.27)  (0.12)  (0.01)  
Total distributions  (0.27)  (0.12)  (0.01)  
            
Net asset value, end of period   $29.64  $26.84  $24.80  
TOTAL RETURN(d)  11.54%  8.70%  24.08%  
            

SUPPLEMENTAL DATA AND RATIOS: 

Net assets, end of period (in thousands) 

  $130,408  $124,800  $93,630  
Ratio of expenses to average net assets(e)  0.55%  0.55%  0.55%  

Ratio of net investment income to average net assets(e) 

  0.35%  0.50%  0.47%  
Portfolio turnover rate(d)(f)  16%  26%  15%  

 

(a)Inception date of the Fund was November 28, 2023.

(b)Net investment income per share has been calculated based on average shares outstanding during the periods.

(c)Realized and unrealized gains and losses per share in the caption are balancing amounts necessary to reconcile the change in net asset value per share for the periods, and may not reconcile with the aggregate gains and losses in the Statements of Operations due to share transactions for the periods.

(d)Not annualized for periods less than one year.

(e)Annualized for periods less than one year.

(f)Portfolio turnover rate excludes in-kind transactions, if any.

 

The accompanying notes are an integral part of these financial statements.    

 

12

 

 

Notes to Financial Statements

 

April 30, 2026 (Unaudited) 

 

NOTE 1 - ORGANIZATION

 

The Hilton ETFs (defined below) (each a “Fund”, and collectively the “Funds”) are series of shares of beneficial interest of Tidal Trust II (the “Trust”). The Hilton BDC Corporate Bond ETF is a non-diversified series and Hilton Small-MidCap Opportunity ETF is a diversified series of the Trust. The Trust was organized as a Delaware statutory trust on January 13, 2022 and is registered with the Securities and Exchange Commission (the “SEC”) under the Investment Company Act of 1940, as amended (the “1940 Act”), as an open-end management investment company and the offering of the Funds’ shares (“Shares”) is registered under the Securities Act of 1933, as amended. The Trust is governed by its Board of Trustees (the “Board”). Tidal Investments LLC (“Tidal Investments” or the “Adviser”), a Tidal Financial Group company, serves as investment adviser to the Funds and Hilton Capital Management, LLC (the “Sub-Adviser”), serves as investment sub-adviser to the Funds. Each Fund is an investment company and accordingly follows the investment company accounting and reporting guidance of the Financial Accounting Standards Board (“FASB”) Accounting Standards Codification Topic 946 “Financial Services—Investment Companies”.

 

Fund Commencement Date
Hilton BDC Corporate Bond ETF (the “HBDC ETF”) June 10, 2025
Hilton Small-MidCap Opportunity ETF (the “SMCO ETF”) November 28, 2023

 

The investment objective of the HBDC ETF is to seek to track the performance, before fees and expenses, of the Solactive Hilton Capital BDC Corporate Bond TR Index (the “Index”). The investment objective of the SMCO ETF is to seek long-term capital appreciation.

 

NOTE 2 - SIGNIFICANT ACCOUNTING POLICIES

 

The following is a summary of significant accounting policies consistently followed by the Funds. These policies are in conformity with accounting principles generally accepted in the United States of America (“U.S. GAAP”).

 

Security Valuation - Equity securities, which may include Real Estate Investment Trusts (“REITs”), Business Development Companies (“BDCs”), and Master Limited Partnerships (“MLPs”), listed on a securities exchange, market or automated quotation system for which quotations are readily available (except for securities traded on The Nasdaq Stock Market, LLC (the “NASDAQ”)), including securities traded over-the-counter, are valued at the last quoted sale price on the primary exchange or market (foreign or domestic) on which they are traded on the valuation date (or at approximately 4:00 p.m. EST if a security’s primary exchange is normally open at that time), or, if there is no such reported sale on the valuation date, at the most recent quoted bid price or mean between the most recent quoted bid and ask prices for long and short positions. For a security that trades on multiple exchanges, the primary exchange will generally be considered the exchange on which the security is generally most actively traded. For securities traded on the NASDAQ, the NASDAQ Official Closing Price will be used. Prices of securities traded on the securities exchange will be obtained from recognized independent pricing agents each day that the Funds are open for business.

 

Debt securities are valued by using an evaluated mean of the bid and ask prices provided by independent pricing agents. The independent pricing agents may employ methodologies that utilize actual market transactions (if the security is actively traded), broker-dealer supplied valuations, or other methodologies designed to identify the market value for such securities. In arriving at valuations, such methodologies generally consider factors such as security prices, yields, maturities, call features, ratings and developments relating to specific securities.

 

Investments in money market mutual funds are valued at each underlying fund’s published net asset value (“NAV”) per share as of the valuation time. Each underlying money market fund calculates NAV using the amortized cost method (which approximates fair value) as permitted by Rule 2a-7 under the 1940 Act.

 

 

13

 

 

Notes to Financial Statements

 

April 30, 2026 (Unaudited) 

 

Under Rule 2a-5 of the 1940 Act, a fair value will be determined for securities for which quotations are not readily available by the Valuation Designee (as defined in Rule 2a-5) in accordance with the Pricing and Valuation Policy and Fair Value Procedures, as applicable, of the Adviser, subject to oversight by the Board. When a security is “fair valued,” consideration is given to the facts and circumstances relevant to the particular situation, including a review of various factors set forth in the Adviser’s Pricing and Valuation Policy and Fair Value Procedures, as applicable. Fair value pricing is an inherently subjective process, and no single standard exists for determining fair value. Different funds could reasonably arrive at different values for the same security. The use of fair value pricing by a Fund may cause the NAV of its shares to differ significantly from the NAV that would be calculated without regard to such considerations.

 

As described above, the Funds utilize various methods to measure the fair value of their investments on a recurring basis. U.S. GAAP establishes a hierarchy that prioritizes inputs to valuation methods. The three levels of inputs are:

 

Level 1 – Unadjusted quoted prices in active markets for identical assets or 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 on an inactive market, prices for similar instruments, interest rates, prepayment speeds, credit risk, yield curves, default rates and similar data.

 

Level 3 – Unobservable inputs for the asset or liability, to the extent relevant observable inputs are not available; representing the Funds’ own assumptions about the assumptions a market participant would use in valuing the asset or liability and would be based on the best information available.

 

The availability of observable inputs can vary from security to security and is affected by a wide variety of factors, including, for example, the type of security, whether the security is new and not yet established in the marketplace, the liquidity of markets, and other characteristics particular to the security. To the extent that valuation is based on models or inputs that are less observable or unobservable in the market, the determination of fair value requires more judgment. Accordingly, the degree of judgment exercised in determining fair value is greatest for instruments categorized in Level 3.

 

The inputs used to measure fair value may fall into different levels of the fair value hierarchy. In such cases, for disclosure purposes, the level in the fair value hierarchy within which the fair value measurement falls in its entirety, is determined based on the lowest level input that is significant to the fair value measurement in its entirety.

 

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

 

HBDC ETF

 

    Level 1    Level 2    Level 3    Total 
Investments:                     
Corporate Bonds  $   $84,535,858   $   $84,535,858 
Money Market Funds   62,458            62,458 
Total Investments  $62,458   $84,535,858   $   $84,598,316 

 

SMCO ETF

 

    Level 1    Level 2    Level 3    Total 

Investments: 

Common Stocks

  $128,870,935   $   $   $128,870,935 
Money Market Funds   1,834,013            1,834,013 
Total Investments  $130,704,948   $   $   $130,704,948 
                     

 

Refer to the Schedules of Investments for further disaggregation of investment categories.

 

14

 

Notes to Financial Statements

 

April 30, 2026 (Unaudited) 

 

Federal Income Taxes - Each Fund has elected to be taxed as a regulated investment company (“RIC”) and intends to distribute substantially all taxable income to its shareholders and otherwise comply with the provisions of the Internal Revenue Code applicable to RICs. Therefore, no provision for federal income taxes or excise taxes has been made.

 

In order to avoid imposition of the excise tax applicable to RICs, the Funds intend to declare as dividends in each calendar year, at least 98% of their net investment income (earned during the calendar year) and at least 98.2% of their net realized capital gains (earned during the twelve months ended October 31) plus undistributed amounts, if any, from prior years. As a RIC, each Fund is subject to a 4% excise tax that is imposed if a Fund does not distribute by the end of any calendar year at least the sum of (i) 98% of its ordinary income (not taking into account any capital gain or loss) for the calendar year and (ii) 98.2% of its capital gain in excess of its capital loss (adjusted for certain ordinary losses) for a one-year period generally ending on October 31 of the calendar year (unless an election is made to use the Funds’ fiscal year). The Funds generally intend to distribute income and capital gains in the manner necessary to minimize (but not necessarily eliminate) the imposition of such excise tax. The Funds may retain income or capital gains and pay excise tax when it is determined that doing so is in the best interest of shareholders. Management evaluates the costs of the excise tax relative to the benefits of retaining income and capital gains, including that such undistributed amounts (net of the excise tax paid) remain available for investment by the Funds and are available to supplement future distributions. Tax expense is disclosed in the Statements of Operations, if applicable.

 

As of April 30, 2026, the Funds did not have any tax positions that did not meet the threshold of being sustained by the applicable tax authority. Generally, tax authorities can examine all the tax returns filed for the last three years. The Funds identify their major tax jurisdiction as U.S. Federal and the Commonwealth of Delaware; however, 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. The Funds recognize interest and penalties, if any, related to unrecognized tax benefits on uncertain tax positions as income tax expense in the Statements of Operations.

 

Securities Transactions and Investment Income - Investment securities transactions are accounted for on the trade date. Gains and losses realized on sales of securities are determined on a specific identification basis. Discounts/premiums on debt securities purchased are accreted/amortized over the life of the respective securities using the effective interest method. Dividend income is recorded on the ex-dividend date. Dividends received from REITs generally are comprised of ordinary income, capital gains, and may include return of capital. Interest income is recorded on an accrual basis. Other non-cash dividends are recognized as investment income at the fair value of the property received. Withholding taxes on foreign dividends have been provided for in accordance with the Funds’ understanding of the applicable country’s tax rules and rates.

 

Distributions to Shareholders - Distributions to shareholders from net investment income, if any, for the HBDC ETF are declared and paid monthly. Distributions to shareholders from net investment income, if any, for the SMCO ETF are declared and paid annually. Distributions to shareholders from net realized gains on securities, if any, for the Funds normally are declared and paid at least annually. Distributions are recorded on the ex-dividend date.

 

Use of Estimates - The preparation of financial statements in conformity with U.S. 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.

 

Share Valuation - The NAV per Share of each Fund is calculated by dividing the sum of the value of the securities held by the Fund, plus cash or other assets, minus all liabilities by the total number of Shares outstanding for each Fund, rounded to the nearest cent. Fund Shares will not be priced on the days on which the New York Stock Exchange (“NYSE”) is closed for trading.

 

Guarantees and Indemnifications - In the normal course of business, the Funds enter into contracts with service providers that contain general indemnification clauses. 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 Funds expect the risk of loss to be remote.

 

15

 

Notes to Financial Statements

 

April 30, 2026 (Unaudited) 

 

Illiquid Securities - Pursuant to Rule 22e-4 under the 1940 Act, the Funds have adopted a Board-approved Liquidity Risk Management Program (the “Program”) that requires, among other things, that each Fund limit its illiquid investments that are assets to no more than 15% of the value of the Fund’s net assets. An illiquid investment is any security that a Fund reasonably expects cannot be sold or disposed of in current market conditions in seven calendar days or less without the sale or disposition significantly changing the market value of the investment. If a Fund should be in a position where the value of illiquid investments held by a Fund exceeds 15% of the Fund’s net assets, the Fund will take such steps as set forth in the Program.

 

NOTE 3 - PRINCIPAL INVESTMENT RISKS

 

Credit Risk (HBDC ETF Only). Debt securities are subject to the risk of an issuer’s (or other party’s) failure or inability to meet its obligations under the security. Multiple parties may have obligations under a debt security. An issuer or borrower may fail to pay principal and interest when due. A guarantor, insurer or credit support provider may fail to provide the agreed upon protection. A counterparty to a transaction may fail to perform its side of the bargain. An intermediary or agent interposed between the investor and other parties may fail to perform the terms of its service. Also, performance under a debt security may be linked to the obligations of other persons who may fail to meet their obligations. The credit risk associated with a debt security could increase to the extent that the Fund’s ability to benefit fully from its investment in the security depends on the performance by multiple parties of their respective contractual or other obligations. The market value of a debt security is also affected by the market’s perception of the creditworthiness of the issuer.

 

Economic and Market Risk (SMCO ETF Only). Economies and financial markets throughout the world are becoming increasingly interconnected, which increases the likelihood that events or conditions in one country or region will adversely impact markets or issuers in other countries or regions. Securities in the Fund’s portfolio may underperform in comparison to securities in the general financial markets, a particular financial market, or other asset classes, due to a number of factors, including inflation (or expectations for inflation), deflation (or expectations for deflation), interest rates, global demand for particular products or resources, market instability, financial system instability, debt crises and downgrades, embargoes, tariffs, sanctions and other trade barriers, regulatory events, other governmental trade or market control programs and related geopolitical events. In addition, the value of the Fund’s investments may be negatively affected by the occurrence of global events such as war, terrorism, environmental disasters, natural disasters or events, country instability, and infectious disease epidemics or pandemics. The imposition by the U.S. of tariffs on goods imported from foreign countries and reciprocal tariffs levied on U.S. goods by those countries also may lead to volatility and instability in domestic and foreign markets.

 

Equity Market Risk (SMCO ETF Only). By virtue of the Fund’s investments in equity securities the Fund is exposed to equity securities both directly and indirectly which subjects the Fund to equity market risk. Common stocks are generally exposed to greater risk than other types of securities, such as preferred stock and debt obligations, because common stockholders generally have inferior rights to receive payment from specific issuers. The equity securities held in the Fund’s portfolio may experience sudden, unpredictable drops in value or long periods of decline in value. This may occur because of factors that affect securities markets generally or factors affecting specific issuers, industries, or sectors in which the Fund invests.

 

Fixed-Income Securities Risk (HBDC ETF Only). The prices of fixed-income securities respond to economic developments, particularly interest rate changes, as well as to changes in an issuer’s credit rating or market perceptions about the creditworthiness of an issuer. Generally fixed-income securities decrease in value if interest rates rise and increase in value if interest rates fall, and longer-term and lower-rated securities are more volatile than shorter- term and higher-rated securities.

 

Interest Rate Risk (HBDC ETF Only). Generally fixed-income securities decrease in value if interest rates rise and increase in value if interest rates fall, with longer-term securities being more sensitive than shorter-term securities. For example, the price of a security with a one-year duration would be expected to drop by approximately 1% in response to a 1% increase in interest rates. Generally, the longer the maturity and duration of a bond or fixed rate loan, the more sensitive it is to this risk. Falling interest rates also create the potential for a decline in the Fund’s income. These risks are greater during periods of rising inflation. Recent and potential future changes in monetary policy made by central banks and/or their governments are likely to affect the level of interest rates.

 

Market Capitalization Risks (SMCO ETF Only).

 

Mid-Capitalization Investing. The securities of mid-capitalization companies may be more vulnerable to adverse issuer, market, political, or economic developments than securities of large-capitalization companies. The securities of mid-capitalization companies generally trade in lower volumes and are subject to greater and more unpredictable price changes than large-capitalization companies or the stock market as a whole. Some medium capitalization companies have limited product lines, markets, financial resources, and management personnel and tend to concentrate on fewer geographical markets relative to large-capitalization companies.

 

16

 

 

Notes to Financial Statements

 

April 30, 2026 (Unaudited) 

  

Small-Capitalization Investing. The securities of small-capitalization companies may be more vulnerable to adverse issuer, market, political, or economic developments than securities of large- or mid-capitalization companies. The securities of small-capitalization companies generally trade in lower volumes and are subject to greater and more unpredictable price changes than large- or mid-capitalization stocks or the stock market as a whole. Some small-capitalization companies have limited product lines, markets, financial resources, and management personnel and tend to concentrate on fewer geographical markets relative to mid- and large-capitalization companies. There is typically less publicly available information concerning smaller-capitalization companies than for larger, more established companies.

 

As with any investment, there is a risk that you could lose all or a portion of your principal investment in the Funds. The Funds are subject to the above principal risks, as well as other principal risks which may adversely affect each Fund’s NAV, trading price, yield, total return and/or ability to meet their objectives. For more information about the risks of investing in the Funds, see the section in each Fund’s Prospectus titled “Additional Information About the Fund — Principal Investment Risks.”

 

NOTE 4 - COMMITMENTS AND OTHER RELATED PARTY TRANSACTIONS

 

The Adviser serves as investment adviser to the Funds pursuant to an investment advisory agreement between the Adviser and the Trust, on behalf of the Funds (the “Advisory Agreement”), and, pursuant to the Advisory Agreement, provides investment advice to the Funds and oversees the day-to-day operations of the Funds, subject to the direction and oversight of the Board. The Adviser is also responsible for trading portfolio securities for the Funds, including selecting broker-dealers to execute purchase and sale transactions, subject to the supervision of the Board. The Adviser provides oversight of the Sub-Adviser and review of the Sub-Adviser’s performance.

 

Pursuant to the Advisory Agreement, each Fund pays the Adviser a unitary management fee (the “Investment Advisory Fee”) based on the average daily net assets of each Fund as follows:

 

Fund 

Investment Advisory Fee
HBDC ETF 0.39%
SMCO ETF 0.55%

 

Out of the Investment Advisory Fees, the Adviser is obligated to pay or arrange for the payment of substantially all expenses of the Funds, including the cost of sub-advisory, transfer agency, custody, fund administration, and all other related services necessary for the Funds to operate. Under the Advisory Agreement, the Adviser has agreed to pay, or require the Sub-Adviser to pay, all expenses incurred by the Funds except for interest charges on any borrowings, dividends and other expenses on securities sold short, taxes, brokerage commissions and other expenses incurred in placing orders for the purchase and sale of securities and other investment instruments, acquired fund fees and expenses, accrued deferred tax liability, extraordinary expenses, distribution fees and expenses paid by the Funds under any distribution plan adopted pursuant to Rule 12b-1 under the 1940 Act (collectively, “Excluded Expenses”), and the Investment Advisory Fee payable to the Adviser. The Investment Advisory Fees incurred are paid monthly to the Adviser. Investment Advisory Fees for periods ended April 30, 2026 are disclosed in the Statements of Operations.

 

The Sub-Adviser serves as investment sub-adviser to the Funds, pursuant to the individual sub-advisory agreements between the Adviser and the Sub-Adviser with respect to the Funds (the “Sub-Advisory Agreement”). Pursuant to the Sub-Advisory Agreement, the Sub-Adviser is responsible for the day-to-day management of each Fund’s portfolio, including determining the securities purchased and sold by the Funds, subject to the supervision of the Adviser and the Board. The Sub-Adviser is responsible for monitoring the Index’s composition, evaluating bond liquidity and market conditions, and overseeing the HBDC ETF’s passive strategy to minimize tracking error risk while seeking efficient Index replication, subject to supervision of the Adviser and the Board. The Sub-Adviser will provide recommendations to the Adviser regarding Index tracking and rebalancing considerations. The Sub-Adviser is paid a fee by the Adviser, which is calculated and paid monthly, at an annual rate of 0.24% of the HDBC ETF’s and 0.55% of the SMCO ETF’s average daily net assets (the “Sub-Advisory Fee”). The Sub-Adviser has agreed to assume all or a portion of the Adviser’s obligation to pay all expenses incurred by the Funds, except for the Sub-Advisory Fee payable to the Sub-Adviser and Excluded Expenses. For assuming the payment obligations for a portion of the Funds’ expenses, the Adviser has agreed to pay the Sub-Adviser a corresponding share of the profits, if any, generated by the Funds’ Investment Advisory Fees, less a contractual fee retained by the Adviser. Expenses incurred by the Funds and paid by the Sub-Adviser include fees charged by Tidal (defined below), which is an affiliate of the Adviser.

 

17

 

 

Notes to Financial Statements

 

April 30, 2026 (Unaudited) 

 

Tidal ETF Services LLC (“Tidal”), a Tidal Financial Group company and an affiliate of the Adviser, serves as the Funds’ administrator and, in that capacity, performs various administrative and management services for the Funds. Tidal coordinates the payment of Fund-related expenses and manages the Trust’s relationships with its various service providers. As compensation for the services it provides, Tidal receives a fee based on each Fund’s average daily net assets, subject to a minimum annual fee. Tidal also is entitled to certain out-of-pocket expenses for the services mentioned above.

 

U.S. Bancorp Fund Services, LLC, doing business as U.S. Bank Global Fund Services (“Fund Services”), serves as the Funds’ fund accountant and transfer agent. In those capacities, Fund Services performs various accounting and transfer agency services for the Funds. U.S. Bank N.A. (the “Custodian”), an affiliate of Fund Services, serves as the Funds’ custodian.

 

Foreside Fund Services, LLC (the “Distributor”) acts as the Funds’ principal underwriter in a continuous public offering of each Fund’s Shares.

 

Certain officers and a trustee of the Trust are affiliated with the Adviser. Neither the affiliated trustee nor the Trust’s officers receive compensation from the Funds.

 

The Board has adopted a Distribution (Rule 12b-1) Plan (the “Plan”) pursuant to Rule 12b-1 under the 1940 Act. In accordance with the Plan, the Funds are authorized to pay an amount up to 0.25% of their average daily net assets each year to pay distribution fees for the sale and distribution of their Shares. No Rule 12b-1 fees are currently paid by the Funds, and there are no plans to impose these fees. However, in the event Rule 12b-1 fees are charged in the future, because the fees are paid out of each Fund’s assets on an ongoing basis, over time these fees will increase the cost of your investment and may cost you more than certain other types of sales charges.

 

NOTE 5 - SEGMENT REPORTING

 

In accordance with the FASB Accounting Standards Update 2023-07, Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures (“ASU 2023-07”), each Fund has evaluated their business activities and determined that they each operate as a single reportable segment.

 

Each Fund’s investment activities are managed by the Principal Financial Officer, which serves as the Chief Operating Decision Maker (“CODM”). The Principal Financial Officer is responsible for assessing each Fund’s financial performance and allocating resources. In making these assessments, the Principal Financial Officer evaluates each Fund’s financial results on an aggregated basis, rather than by separate segments. As such, the Funds do not allocate operating expenses or assets to multiple segments, and accordingly, no additional segment disclosures are required. There were no intra-entity sales or transfers during the reporting period.

 

The Funds primarily generate income through dividends, interest, and realized/unrealized gains on their investment portfolios. Expenses incurred, including management fees, Fund operating expenses, and transaction costs, are considered general Fund-level expenses and are not allocated to specific segments or business lines.

 

Management has determined that the Funds do not meet the criteria for disaggregated segment reporting under ASU 2023-07 and will continue to evaluate its reporting requirements in accordance with applicable accounting standards.

 

18

 

 

Notes to Financial Statements

 

April 30, 2026 (Unaudited) 

 

NOTE 6 - PURCHASES AND SALES OF SECURITIES

 

For the periods ended April 30, 2026, the cost of purchases and proceeds from the sales or maturities of securities, excluding short-term investments, U.S. government securities, and in-kind transactions were as follows:

 

Fund  Purchases   Sales 
HBDC ETF  $25,331,797   $20,785,290 
SMCO ETF   22,291,318    22,842,921 

 

For the year/period ended April 30, 2026, there were no purchases or sales of long-term U.S. government securities.

 

For the periods ended April 30, 2026, in-kind transactions associated with creations and redemptions for the Funds were as follows:

 

Fund  Purchases   Sales 
HBDC ETF  $18,071,848   $14,986,982 
SMCO ETF   25,970,510    32,420,396 

 

NOTE 7 - INCOME TAXES AND DISTRIBUTIONS TO SHAREHOLDERS

 

The tax character of distributions paid during the periods ended April 30, 2026 were as follows:

 

Distributions paid from:  April 30, 2026   October 31, 2025 

HBDC ETF 

Ordinary Income 

  $2,223,008   $854,505 

SMCO ETF 

Ordinary Income

  $1,357,679   $459,550 

 

As of the most recent fiscal periods ended October 31, 2025, the components of distributable earnings/(accumulated losses) on a tax basis were as follows:

 

   HBDC ETF   SMCO ETF 
Cost of investments(a)  $83,477,193   $107,990,412 
Gross tax unrealized appreciation   219,033    26,838,397 
Gross tax unrealized depreciation   (225,773)   (9,994,868)
Net tax unrealized appreciation (depreciation)   (6,740)   16,843,529 
Undistributed ordinary income (loss)  
Undistributed long-term capital gain (loss)
   

21,118

    

1,178,262

 
Total distributable earnings   21,118    1,178,262 
Other accumulated gain (loss)        
Total distributable earnings/(accumulated losses)  $14,378   $18,021,791 

 

(a)The difference between book and tax-basis unrealized appreciation is primarily due to the treatment of wash sales.

 

Net capital losses incurred after October 31 (post-October losses) and net investment losses incurred after December 31 (late-year losses), and within the taxable year, may be elected to be deferred to the first business day of each Fund’s next taxable year. As of the most recent fiscal periods ended October 31, 2025, the Funds had not elected to defer any post-October or late-year losses.

 

As of the most recent fiscal periods ended October 31, 2025, the Funds had no long-term or short-term capital loss carryovers.

 

19

 

 

Notes to Financial Statements

 

April 30, 2026 (Unaudited) 

 

NOTE 8 - SHARES TRANSACTIONS

 

Shares of the HBDC ETF and the SMCO ETF are listed and traded on the NASDAQ. Market prices for the Shares may be different from their NAV. The Funds issue and redeem Shares on a continuous basis at NAV generally in large blocks of Shares, called Creation Units. Creation Units are issued and redeemed principally in-kind for securities included in a specified universe. Once created, Shares generally trade in the secondary market at market prices that change throughout the day. Except when aggregated in Creation Units, Shares are not redeemable securities of the Funds. Creation Units may only be purchased or redeemed by Authorized Participants. An Authorized Participant is either (i) a broker-dealer or other participant in the clearing process through the Continuous Net Settlement System of the National Securities Clearing Corporation or (ii) a Depository Trust Company participant and, in each case, must have executed a Participant Agreement with the Distributor. Most retail investors do not qualify as Authorized Participants nor have the resources to buy and sell whole Creation Units. Therefore, they are unable to purchase or redeem the Shares directly from the Funds. Rather, most retail investors may purchase Shares in the secondary market with the assistance of a broker and are subject to customary brokerage commissions or fees.

 

Each Fund currently offers one class of Shares, which has no front-end sales load, no deferred sales charge, and no redemption fee. A fixed transaction fee is imposed for the transfer and other transaction costs associated with the purchase or sale of Creation Units. The standard fixed transaction fee for the Funds are stated below:

 

Fund  Transaction Fee 
HBDC ETF  $500 
SMCO ETF   300 

 

The fixed transaction fee may be waived on certain orders if the Funds’ Custodian has determined to waive some or all of the costs associated with the order or another party, such as the Adviser, has agreed to pay such fee. In addition, a variable fee may be charged on all cash transactions or substitutes for Creation Units and Redemption Units of up to a maximum of 2% of the value of the Creation Units and Redemption Units subject to the transaction. Variable fees are imposed to compensate the Funds for transaction costs associated with the cash transactions. Variable fees received by the Funds, if any, are disclosed in the capital Shares transactions section of the Statements of Changes in Net Assets. The Funds may issue an unlimited number of Shares of beneficial interest, with no par value. All Shares of the Funds have equal rights and privileges.

 

NOTE 9 - RECENT MARKET EVENTS

 

U.S. and international markets have experienced and may continue to experience significant periods of volatility in recent years and months due to a number of economic, political and global macro factors including uncertainty regarding inflation and central banks’ interest rate changes, the possibility of a national or global recession, trade tensions and tariffs, political events, armed conflict, war, and geopolitical conflict. These developments, as well as other events, could result in further market volatility and negatively affect financial asset prices, the liquidity of certain securities and the normal operations of securities exchanges and other markets, despite government efforts to address market disruptions. As a result, the risk environment remains elevated.

 

NOTE 10 - NEW ACCOUNTING PRONOUNCEMENTS

 

In December 2023, the Financial Accounting Standards Board (“FASB”) issued ASU No. 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures (“ASU 2023-09”), which enhances the transparency and decision usefulness of income tax disclosures. The amendments are effective for annual periods beginning after December 15, 2024. The Funds have adopted ASU 2023-09, which is not expected to have a material impact on the Funds’ financial statements or disclosures.

 

20

 

Notes to Financial Statements

 

April 30, 2026 (Unaudited) 

 

NOTE 11 - SUBSEQUENT EVENTS

 

In preparing these financial statements, management has evaluated events and transactions for potential recognition or disclosure through the date the financial statements were issued. Management has determined that there are no subsequent events that would need to be recognized or disclosed in the Funds’ financial statements.

 

21

 

 

(b)Financial Highlights are included within the financial statements filed under Item 7(a) of this Form.

 

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

 

There have been no changes in or disagreements with the Fund’s accountants.

 

Item 9. Proxy Disclosure for Open-End Investment Companies.

 

There were no matters submitted to a vote of shareholders during the period covered by the report.

 

 

 

 

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

 

See Item 7(a). Under the Investment Advisory Agreement, in exchange for a single unitary management fee from each Fund, the Adviser has agreed to pay all expenses incurred by the Funds, including Trustee compensation, except for certain excluded expenses. 

 

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

 

Pursuant to Section 15(c) of the Investment Company Act of 1940 (the “1940 Act”), at a meeting held on August 27, 2025, the Board of Trustees (the “Board”) of Tidal Trust II (the “Trust”) considered the approval of the renewal of:

 

● the Investment Advisory Agreement (an “Advisory Agreement”) between Tidal Investments LLC (the “Adviser”) and the Trust, on behalf of the Fund;

 

● a Sub-Advisory Agreement between the Adviser and Hilton Capital Management, LLC (“Hilton) with respect to the Hilton ETF;

 

Pursuant to Section 15 of the 1940 Act, the Agreements must be approved by the vote of a majority of the Trustees who are not parties to the Agreements or “interested persons” of any party thereto, as defined in the 1940 Act (the “Independent Trustees”), cast in person at a meeting called for the purpose of voting on such approval. In preparation for such meeting, the Board requested and reviewed a wide variety of information from the Adviser and Sub-Advisers.

 

In reaching its decision, the Board, including the Independent Trustees, considered all factors it believed relevant, including: (i) the nature, extent and quality of the services provided to each Fund’s shareholders by the Adviser and Sub-Advisers; (ii) the costs of the services provided and the profits realized by the Adviser and Sub-Advisers from services to be provided to the Funds, including any fall-out benefits; (iv) comparative fee and expense data for each Fund in relation to other investment companies with similar investment objectives; (v) the extent to which economies of scale would be realized as each Fund grows and whether the advisory fees for the Fund reflects these economies of scale for the benefit of the Fund; and (vi) other financial benefits to the Adviser or Sub-Advisers and their affiliates resulting from services rendered to the Funds. The Board’s review included written and oral information furnished to the Board prior to and at the meeting held on June 30, 2025, meetings held on August 6 and August 7, 2025, and the meeting held on August 27, 2025. Among other things, each of the Adviser and Sub- Advisers provided responses to a detailed series of questions, which included information about the Adviser’s and Sub-Adviser’s operations, service offerings, personnel, compliance program and financial condition. The Board then discussed the written and oral information that it received before the meeting, and the Adviser’s oral presentations and any other information that the Board received at the meeting and deliberated on the renewal of the Agreements in light of this information.

 

The Independent Trustees were assisted throughout the contract review process by independent legal counsel. The Independent Trustees relied upon the advice of such counsel and their own business judgment in determining the material factors to be considered in evaluating the renewal of the Agreements, and the weight to be given to each such factor. The conclusions reached with respect to the Agreements were based on a comprehensive evaluation of all the information provided and not any single factor. Moreover, each Trustee may have placed varying emphasis on particular factors in reaching conclusions with respect to each Fund. The Independent Trustees conferred amongst themselves and independent legal counsel in executive sessions both with and without representatives of management.

 

 

 

 

Nature, Extent and Quality of Services Provided. The Trustees considered the nature, extent and quality of services provided under the Advisory Agreement and Sub-Advisory Agreements. In considering the nature, extent and quality of the services provided by the Adviser and Sub-Advisers, the Board reviewed the Adviser’s and each Sub-Adviser’s compliance infrastructure and its financial strength and resources. The Board also considered the experience of the personnel of the Adviser and Sub-Adviser working with each ETF. The Board also considered other services provided to the Funds by the Adviser and Sub-Adviser, such as selecting broker-dealers for executing portfolio transactions, monitoring adherence to each Fund’s investment restrictions, and monitoring compliance with various Fund policies and procedures and with applicable securities regulations. Based on the factors above, as well as those discussed below, the Board concluded that it was satisfied with the nature, extent and quality of the services provided to each Fund by the Adviser and Sub-Adviser based on their experience, personnel, operations and resources.

 

Historical Performance. The Board considered the investment performance of each Fund against relevant benchmarks, such as the Fund’s stated investment objectives, a comparative peer group of similar funds and/or its respective securities benchmark index, as deemed appropriate by the Board. In doing so, the Board recognized that many of the Funds have specialized strategies that have specific targeted goals while others may have more generalized strategies but are significantly different from other funds in the same investment universe. In these circumstances, the Board considered that it was t difficult to fairly benchmark performance against peers and also took into account that certain Funds had a very limited universe of peers. In these circumstances the Board placed greater emphasis on other means of measuring performance. The Board considered that each Fund was relatively new and had not been in operation for a sufficient time period to establish a meaningful track record.

 

The Board reviewed each Fund’s performance on a case-by-case basis. The Board also took into account that each Fund’s track record was measured as of a specified date, and that track records can vary as of different measurement dates. Therefore, in reviewing a Fund that is currently underperforming or not meeting its investment goals, the Board also considered the market conditions experienced during the periods under review, as well as the outlook for the Fund going forward in light of expected future market conditions. A summary of each Fund’s performance track record as of May 30, 2025, is provided below:

 

For Hilton Small-MidCap Opportunity ETF, the Board noted that the Fund had underperformed the peer group median for the one-year period. Additionally the Board noted the limited operating history of the Fund.

 

After considering all of the information, the Board concluded that the performance of each Fund was satisfactory.

 

Cost of Services Provided, Profitability and Economies of Scale. The Board reviewed the advisory fees for each Fund and compared them to the management fees and total operating expenses of its Peer Group. The Trustees further took into account that many of the Funds had distinctive investment strategies and styles which resulted in the Funds being significantly different from many of the funds in the comparative universe, which made certain peer group analysis less relevant from an expense perspective. The Board noted that the comparisons to the total expense ratios were the most relevant comparisons, given the fact that the advisory fee for each Fund is a “unified fee.”

 

 

 

 

The Board noted the importance of the fact that the advisory fee for each Fund is a “unified fee,” meaning that the shareholders of the Fund pay no expenses except for interest charges on any borrowings, dividends and other expenses on securities sold short, taxes, brokerage commissions and other expenses incurred in placing orders for the purchase and sale of securities and other investment instruments, acquired fund fees and expenses, accrued deferred tax liability, distribution fees and expenses paid by the Fund under any distribution plan adopted pursuant to Rule 12b-1 under the Investment Company Act of 1940 Act, as amended (the “1940 Act”), litigation expenses, non-routine or extraordinary expenses, and the unitary management fee payable to the Adviser. The Board also noted that the Adviser was responsible for compensating the Trust’s other service providers and paying the Fund’s other expenses (except as noted above) out of its own fees and resources.

 

The Board’s overall assessment with respect to each Fund was that, taking into account the considerations noted below, the total expense ratio to be paid by investors in the Fund, which is most representative of an investor’s net experience, was fair and reasonable.

 

For Hilton Small-MidCap Opportunity ETF, the Board noted that the Fund’s unitary fee and net expense ratio were above the peer group median.

 

The Board also evaluated, based on a profitability analysis prepared by the Adviser, the fees received by the Adviser and its affiliates from their relationship with each of the Funds, and concluded that many of the Funds was profitable to the Adviser, the fees had not been, and currently were not, excessive, and the Adviser had adequate financial resources to support its services to the Funds from the revenues of its overall investment advisory business. In considering profitability, the Board discuss and considered the methodology used by the Adviser in calculating profit margins but also considered other elements relevant to discussions of profitability, such as the entrepreneurial risk undertaken by the Adviser in launching and maintaining the Funds.

 

The Board also reviewed the sub-advisory fee paid to each Sub-Adviser for its services under the Sub-Advisory Agreement. The Board considered this fee in light of the services each Sub-Adviser provides as investment sub-adviser to each of the Sub-advised Funds, as applicable. The Board determined that the fee reflected an appropriate allocation of the advisory fee paid to the Adviser and Sub-Adviser given the work performed by each firm. The Board also considered that each Fund had one or more sponsors, each which had agreed to assume the payment of any fund expenses above the level of the unitary fee. The Board considered that pursuant to these arrangements, if fund expenses, including a payment to the Adviser of a certain amount, fall below the level of the unitary fee, the Adviser would pay any remaining portion of the unitary fee to the sponsor(s) out of its profits. The Board concluded that the sub-advisory fee for each Sub-advised Fund was reasonable in light of the services rendered.

 

The Board discussed that as each Fund was relatively new, there were not yet any economies of scale to consider. The Board noted that the Adviser will review expenses as each Fund’s assets grow. The Board determined to evaluate economies of scale on an ongoing basis.

 

The Board also considered that the sub-advisory fee paid to each Sub-Adviser is paid out of the Adviser’s unified fee and represents an arm’s-length negotiation between the Adviser and each Sub- Adviser.. For these reasons, the Trustees determined that the profitability to the Sub-Adviser from its relationship with the respective Fund was not a material factor in their deliberations with respect to consideration of approval of each Sub-Advisory Agreement. The Board considered that, because the sub-advisory fee was paid by the Adviser out of its unified fee, any economies of scale would not benefit shareholders and, thus, were not relevant for the consideration of the approval of the respective sub-advisory fee.

 

 

 

 

Conclusion. No single factor was determinative to the decision of the Board. Based on the Board’s deliberations and its evaluation of the information described above and such other matters as were deemed relevant, the Board, including the Independent Trustees, unanimously: (a) concluded that the terms of each Advisory Agreement and Sub-Advisory Agreement are fair and reasonable; (b) concluded that each of the Adviser’s and Sub-Adviser’s fees are reasonable in light of the services that the Adviser and Sub-Adviser provide to each Fund; and (c) agreed to approve renewal of the Advisory Agreement and Sub-Advisory Agreement for a term of one year.

 

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

 

Not applicable to open-end investment companies.

 

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

 

Not applicable to open-end investment companies.

 

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

 

Not applicable to open-end investment companies.

 

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

 

Not Applicable.

 

Item 16. Controls and Procedures.

 

(a)The Registrant’s Principal Executive Officer and Treasurer/Principal Financial Officer have reviewed the Registrant’s disclosure controls and procedures (as defined in Rule 30a-3(c) under the Investment Company Act of 1940 (the “Act”)) as of a date within 90 days of the filing of this report, as required by Rule 30a-3(b) under the Act and Rules 13a-15(b) or 15d-15(b) under the Securities Exchange Act of 1934. Based on their review, such officers have concluded that the disclosure controls and procedures are effective in ensuring that information required to be disclosed in this report is appropriately recorded, processed, summarized and reported and made known to them by others within the Registrant and by the Registrant’s service provider.

 

(b)There were no changes in the Registrant’s internal control over financial reporting (as defined in Rule 30a-3(d) under the Act) that occurred during the period covered by this report that have materially affected, or are reasonably likely to materially affect, the Registrant’s internal control over financial reporting.

 

 

 

 

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

 

Not applicable to open-end investment companies.

 

Item 18. Recovery of Erroneously Awarded Compensation.

 

(a) Not Applicable

 

(b) Not Applicable

 

Item 19. Exhibits.

 

(a)(1) Any code of ethics or amendment thereto, that is the subject of the disclosure required by Item 2, to the extent that the registrant intends to satisfy Item 2 requirements through filing an exhibit. Not applicable.

 

(2) Any policy required by the listing standards adopted pursuant to Rule 10D-1 under the Exchange Act (17 CFR 240.10D-1) by the registered national securities exchange or registered national securities association upon which the registrant’s securities are listed. Not applicable.

 

(3) A separate certification for each principal executive officer and principal financial officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. Filed herewith.

 

(4) Any written solicitation to purchase securities under Rule 23c-1 under the Act sent or given during the period covered by the report by or on behalf of the registrant to 10 or more persons. Not applicable.

 

(5) Change in the registrant’s independent public accountant. Provide the information called for by Item 4 of Form 8-K under the Exchange Act (17 CFR 249.308). Unless otherwise specified by Item 4, or related to and necessary for a complete understanding of information not previously disclosed, the information should relate to events occurring during the reporting period. Not applicable.

 

(b)Certifications pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. Furnished herewith.

 

 

 

 

SIGNATURES

 

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

 

(Registrant) Tidal Trust II  

 

By (Signature and Title)* /s/ Eric W. Falkeis  
  Eric W. Falkeis, Principal Executive Officer  

 

Date July 9, 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/ Eric W. Falkeis  
  Eric W. Falkeis, Principal Executive Officer  

 

Date July 9, 2026  

 

By (Signature and Title)* /s/ Aaron J. Perkovich  
  Aaron J. Perkovich, Treasurer/Principal Financial Officer  

 

Date July 9, 2026  

 

* Print the name and title of each signing officer under his or her signature.

 

 


ATTACHMENTS / EXHIBITS

ATTACHMENTS / EXHIBITS

SECTION 302 CERTIFICATIONS

SECTION 906 CERTIFICATION

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XBRL LABEL FILE

XBRL PRESENTATION FILE

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