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 | 811-22359 |
| Papp Investment Trust |
| (Exact name of Registrant as specified in charter) |
| 2201 E. Camelback Road, Suite 227B Phoenix, Arizona | 85016 |
| (Address of principal executive offices) | (Zip code) |
Robert Harty
| Ultimus Fund Solutions, LLC 225 Pictoria Drive, Suite 450 Cincinnati, Ohio 45246 |
| (Name and address of agent for service) |
| Registrants telephone number, including area code: | (602) 956-0980 |
| Date of fiscal year end: | November 30 | |
| Date of reporting period: | May 31, 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 the 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) |
| (b) | Not applicable |
| Item 2. | Code of Ethics. |
Not required
| Item 3. | Audit Committee Financial Expert. |
Not required
| Item 4. | Principal Accountant Fees and Services. |
Not required
| Item 5. | Audit Committee of Listed Registrants. |
Not applicable
| Item 6. | Investments. |
| (a) | The Registrants schedule of investments is included in the Financial Statements under Item 7 of this form. |
| (b) | Not applicable |
| Item 7. | Financial Statements and Financial Highlights for Open-End Management Investment Companies |
| (a) |
Papp Investment Trust
Papp Small & Mid-Cap Growth Fund

Semi-Annual
Financial Statements
and Additional Information
May
31, 2026
(Unaudited)
Investment Adviser
L. Roy Papp & Associates, LLP
AZ
| PAPP SMALL & MID-CAP GROWTH FUND |
| SCHEDULE OF INVESTMENTS |
| May 31, 2026 (Unaudited) |
| COMMON STOCKS — 96.3% | Shares | Value | ||||||
| Consumer Discretionary — 10.9% | ||||||||
| Leisure Products — 1.6% | ||||||||
| YETI Holdings, Inc. (a) | 13,601 | $ | 652,440 | |||||
| Retail - Discretionary — 7.5% | ||||||||
| OReilly Automotive, Inc. (a) | 35,188 | 3,057,134 | ||||||
| Specialty Retail — 1.8% | ||||||||
| Valvoline, Inc. (a) | 21,679 | 731,666 | ||||||
| Consumer Staples — 5.5% | ||||||||
| Food — 1.8% | ||||||||
| McCormick & Company, Inc. | 15,883 | 752,378 | ||||||
| Household Products — 3.7% | ||||||||
| Church & Dwight Company, Inc. | 15,518 | 1,483,986 | ||||||
| Energy — 2.0% | ||||||||
| Oil & Gas Producers — 2.0% | ||||||||
| Permian Resources Corporation | 42,901 | 824,986 | ||||||
| Financials — 5.5% | ||||||||
| Asset Management — 2.7% | ||||||||
| T. Rowe Price Group, Inc. | 10,224 | 1,068,715 | ||||||
| Institutional Financial Services — 2.8% | ||||||||
| FactSet Research Systems, Inc. | 4,656 | 1,142,908 | ||||||
| Health Care — 9.3% | ||||||||
| Medical Equipment & Devices — 9.3% | ||||||||
| Bio-Techne Corporation | 15,646 | 808,585 | ||||||
| Mettler-Toledo International, Inc. (a) | 1,721 | 2,031,778 | ||||||
| ResMed, Inc. | 4,838 | 921,978 | ||||||
| 3,762,341 | ||||||||
1
| PAPP SMALL & MID-CAP GROWTH FUND |
| SCHEDULE OF INVESTMENTS (Continued) |
| COMMON STOCKS — 96.3% (Continued) | Shares | Value | ||||||
| Industrials — 33.8% | ||||||||
| Electrical Equipment — 8.1% | ||||||||
| AMETEK, Inc. | 14,514 | $ | 3,277,987 | |||||
| Industrial Intermediate Products — 8.4% | ||||||||
| RBC Bearings, Inc. (a) | 5,979 | 3,419,749 | ||||||
| Machinery — 9.4% | ||||||||
| IDEX Corporation | 10,041 | 2,116,944 | ||||||
| Valmont Industries, Inc. | 3,286 | 1,708,096 | ||||||
| 3,825,040 | ||||||||
| Transportation & Logistics — 7.9% | ||||||||
| Expeditors International of Washington, Inc. | 20,173 | 3,187,132 | ||||||
| Materials — 6.6% | ||||||||
| Chemicals — 6.6% | ||||||||
| Ecolab, Inc. | 9,128 | 2,336,768 | ||||||
| WD-40 Company | 1,800 | 359,946 | ||||||
| 2,696,714 | ||||||||
| Technology — 22.7% | ||||||||
| Semiconductors — 6.6% | ||||||||
| NXP Semiconductors N.V. | 4,017 | 1,290,863 | ||||||
| Silicon Laboratories, Inc. (a) | 6,481 | 1,410,266 | ||||||
| 2,701,129 | ||||||||
| Software — 11.0% | ||||||||
| Agilysys, Inc. (a) | 4,500 | 389,520 | ||||||
| Dynatrace, Inc. (a) | 45,471 | 1,936,610 | ||||||
| Pegasystems, Inc. | 31,272 | 1,117,348 | ||||||
| Synopsys, Inc. (a) | 2,116 | 1,006,412 | ||||||
| 4,449,890 | ||||||||
| Technology Hardware — 3.2% | ||||||||
| Trimble, Inc. (a) | 23,276 | 1,312,999 | ||||||
| Technology Services — 1.9% | ||||||||
| CoStar Group, Inc. (a) | 23,961 | 771,544 | ||||||
| Total Common Stocks (Cost $13,877,266) | $ | 39,118,738 | ||||||
2
| PAPP SMALL & MID-CAP GROWTH FUND |
| SCHEDULE OF INVESTMENTS (Continued) |
| EXCHANGE-TRADED FUNDS — 2.6% | Shares | Value | ||||||
| Health Care — 2.6% | ||||||||
| Biotech & Pharma — 2.6% | ||||||||
| State Street® SPDR® S&P® Biotech ETF (Cost $418,028) | 7,577 | $ | 1,035,700 | |||||
| MONEY MARKET FUNDS — 5.0% | Shares | Value | ||||||
| Fidelity Institutional Money Market Government Portfolio - Class I, 3.51% (b) (Cost $2,038,390) | 2,038,390 | $ | 2,038,390 | |||||
| Total Investments at Value — 103.9% (Cost $16,333,684) | $ | 42,192,828 | ||||||
| Liabilities in Excess of Other Assets — (3.9%) | (1,564,457 | ) | ||||||
| Net Assets — 100.0% | $ | 40,628,371 | ||||||
| (a) | Non-income producing security. |
| (b) | The rate shown is the 7-day effective yield as of May 31, 2026. |
See accompanying notes to financial statements.
3
| PAPP SMALL & MID-CAP GROWTH FUND |
| STATEMENT OF ASSETS AND LIABILITIES |
| May 31, 2026 (Unaudited) |
| ASSETS | ||||
| Investments in securities: | ||||
| At cost | $ | 16,333,684 | ||
| At value (Note 2) | $ | 42,192,828 | ||
| Receivable from Adviser (Note 4) | 27,760 | |||
| Receivable for investment securities sold | 316,367 | |||
| Dividends receivable | 27,371 | |||
| Other assets | 31,170 | |||
| TOTAL ASSETS | 42,595,496 | |||
| LIABILITIES | ||||
| Payable for investment securities purchased | 1,920,817 | |||
| Payable to administrator (Note 4) | 7,990 | |||
| Accrued legal fees | 33,538 | |||
| Other accrued expenses | 4,780 | |||
| TOTAL LIABILITIES | 1,967,125 | |||
| CONTINGENCIES AND COMMITMENTS (NOTE 6) | — | |||
| NET ASSETS | $ | 40,628,371 | ||
| NET ASSETS CONSIST OF: | ||||
| Paid-in capital | $ | 14,540,849 | ||
| Accumulated earnings | 26,087,522 | |||
| NET ASSETS | $ | 40,628,371 | ||
| Shares of beneficial interest outstanding (unlimited number of shares authorized, no par value) | 1,334,349 | |||
| Net asset value, offering price and redemption price per share (Note 2) | $ | 30.45 |
See accompanying notes to financial statements.
4
| PAPP SMALL & MID-CAP GROWTH FUND |
| STATEMENT OF OPERATIONS |
| For the Six Months Ended May 31, 2026 (Unaudited) |
| INVESTMENT INCOME | ||||
| Dividend income (Net of foreign tax of $1,338) | $ | 203,189 | ||
| EXPENSES | ||||
| Management fees (Note 4) | 221,801 | |||
| Legal fees | 74,621 | |||
| Administration fees (Note 4) | 24,251 | |||
| Registration and filing fees | 18,313 | |||
| Fund accounting fees (Note 4) | 18,125 | |||
| Audit and tax services fees | 8,625 | |||
| Transfer agent fees (Note 4) | 7,500 | |||
| Shareholder reporting expenses | 7,080 | |||
| Trustees fees (Note 4) | 6,800 | |||
| Insurance expense | 6,189 | |||
| Custody and bank service fees | 5,316 | |||
| Postage and supplies | 1,669 | |||
| Other fees | 6,202 | |||
| TOTAL EXPENSES | 406,492 | |||
| Less fee reductions by the Adviser (Note 4) | (129,241 | ) | ||
| NET EXPENSES | 277,251 | |||
| NET INVESTMENT LOSS | (74,062 | ) | ||
| REALIZED AND UNREALIZED GAINS (LOSSES) ON INVESTMENTS | ||||
| Net realized gains on investment transactions | 484,051 | |||
| Net realized gains from in-kind redemptions | 2,553,523 | |||
| Net change in unrealized appreciation (depreciation) on investments | (3,392,362 | ) | ||
| NET REALIZED AND UNREALIZED LOSSES ON INVESTMENTS | (354,788 | ) | ||
| NET CHANGE IN NET ASSETS FROM OPERATIONS | $ | (428,850 | ) |
See accompanying notes to financial statements.
5
| PAPP SMALL & MID-CAP GROWTH FUND |
| STATEMENTS OF CHANGES IN NET ASSETS |
| Six Months | ||||||||
| Ended | Year Ended | |||||||
| May 31, 2026 | November 30, | |||||||
| (Unaudited) | 2025 | |||||||
| FROM OPERATIONS | ||||||||
| Net investment loss | $ | (74,062 | ) | $ | (168,864 | ) | ||
| Net realized gains from investment transactions | 484,051 | 1,402,555 | ||||||
| Net realized gains from in-kind redemptions | 2,553,523 | — | ||||||
| Net change in unrealized appreciation (depreciation) on investments | (3,392,362 | ) | (1,466,965 | ) | ||||
| Net change in net assets from operations | (428,850 | ) | (233,274 | ) | ||||
| DISTRIBUTIONS TO SHAREHOLDERS (Note 2) | (1,362,187 | ) | — | |||||
| CAPITAL SHARE TRANSACTIONS | ||||||||
| Proceeds from shares sold | 637,201 | 481,120 | ||||||
| Net asset value of shares issued in reinvestment of distributions to shareholders | 1,218,175 | — | ||||||
| Payments for shares redeemed | (4,473,735 | ) | (718,271 | ) | ||||
| Net change in net assets from capital share transactions | (2,618,359 | ) | (237,151 | ) | ||||
| TOTAL CHANGE IN NET ASSETS | (4,409,396 | ) | (470,425 | ) | ||||
| NET ASSETS | ||||||||
| Beginning of period | 45,037,767 | 45,508,192 | ||||||
| End of period | $ | 40,628,371 | $ | 45,037,767 | ||||
| CAPITAL SHARE ACTIVITY | ||||||||
| Shares sold | 21,092 | 15,372 | ||||||
| Shares reinvested | 39,347 | — | ||||||
| Shares redeemed | (148,610 | ) | (23,383 | ) | ||||
| Net change in shares outstanding | (88,171 | ) | (8,011 | ) | ||||
| Shares outstanding at beginning of period | 1,422,520 | 1,430,531 | ||||||
| Shares outstanding at end of period | 1,334,349 | 1,422,520 | ||||||
See accompanying notes to financial statements.
6
| PAPP SMALL & MID-CAP GROWTH FUND |
| FINANCIAL HIGHLIGHTS |
Per Share Data for a Share Outstanding Throughout Each Period:
| Six Months | ||||||||||||||||||||||||
| Ended | Year | Year | Year | Year | Year | |||||||||||||||||||
| May 31, | Ended | Ended | Ended | Ended | Ended | |||||||||||||||||||
| 2026 | Nov. 30, | Nov. 30, | Nov. 30, | Nov. 30, | Nov. 30, | |||||||||||||||||||
| (Unaudited) | 2025 | 2024 | 2023 | 2022 | 2021 | |||||||||||||||||||
| Net asset value at beginning of period | $ | 31.66 | $ | 31.81 | $ | 27.12 | $ | 27.79 | $ | 33.82 | $ | 30.68 | ||||||||||||
| Income (loss) from investment operations: | ||||||||||||||||||||||||
| Net investment loss (a) | (0.06 | ) | (0.12 | ) | (0.13 | ) | (0.10 | ) | (0.13 | ) | (0.19 | ) | ||||||||||||
| Net realized and unrealized gains (losses) on investments | (0.19 | ) | (0.03 | ) | 4.82 | (0.57 | ) | (3.97 | ) | 4.01 | ||||||||||||||
| Total from investment operations | (0.25 | ) | (0.15 | ) | 4.69 | (0.67 | ) | (4.10 | ) | 3.82 | ||||||||||||||
| Less distributions from: | ||||||||||||||||||||||||
| Net realized gains from investment transactions | (0.96 | ) | — | — | — | (1.93 | ) | (0.68 | ) | |||||||||||||||
| Net asset value at end of period | $ | 30.45 | $ | 31.66 | $ | 31.81 | $ | 27.12 | $ | 27.79 | $ | 33.82 | ||||||||||||
| Total return (b) | (0.84 | %) (c) | (0.47 | %) | 17.29 | % | (2.41 | %) | (13.16 | %) | 12.66 | % | ||||||||||||
| Net assets at end of period (000s) | $ | 40,628 | $ | 45,038 | $ | 45,508 | $ | 39,089 | $ | 40,935 | $ | 46,414 | ||||||||||||
| Ratios/supplementary data: | ||||||||||||||||||||||||
| Ratio of total expenses to average net assets (d) | 1.83 | % (e) | 1.70 | % | 1.69 | % | 1.71 | % | 1.75 | % | 1.56 | % | ||||||||||||
| Ratio of net expenses to average net assets (d)(f) | 1.25 | % (e) | 1.25 | % | 1.25 | % | 1.25 | % | 1.25 | % | 1.25 | % | ||||||||||||
| Ratio of net investment loss to average net assets (a)(d)(f) | (0.33 | %) (e) | (0.39 | %) | (0.44 | %) | (0.36 | %) | (0.51 | %) | (0.57 | %) | ||||||||||||
| Portfolio turnover rate | 4 | % (c)(g) | 4 | % | 4 | % | 6 | % | 7 | % | 5 | % | ||||||||||||
| (a) | Recognition of net investment loss by the Fund is affected by the timing of the declaration of the dividends by the underlying investment companies in which the Fund invests. |
| (b) | Total return is a measure of the change in value of an investment in the Fund over the periods covered. The returns shown do not reflect the deduction of taxes a shareholder would pay on Fund distributions, if any, or the redemption of Fund shares. Had the Adviser not reduced its fees, total returns would have been lower (Note 4). |
| (c) | Not annualized. |
| (d) | The ratios of expenses and net investment loss to average net assets do not reflect the Funds proportionate share of expenses of underlying investment companies in which the Fund invests. |
| (e) | Annualized. |
| (f) | Ratio was determined after fee reductions by the Adviser (Note 4). |
| (g) | Portfolio turnover rate excludes in-kind redemptions. |
See accompanying notes to financial statements.
7
| PAPP SMALL & MID-CAP GROWTH FUND |
| NOTES TO FINANCIAL STATEMENTS |
| May 31, 2026 (Unaudited) |
| 1. | Organization |
Papp Small & Mid-Cap Growth Fund (the Fund) is a diversified series of Papp Investment Trust (the Trust), an open-end investment company established as an Ohio business trust under a Declaration of Trust dated November 12, 2009.
The investment objective of the Fund is long-term capital growth.
| 2. | Significant Accounting Policies |
The Fund 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 the Funds significant accounting policies used in 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 management team of L. Roy Papp & Associates, LLP (the Adviser) acts as the Funds chief operating decision maker (CODM). The CODM has determined that the Fund has a single operating segment as the CODM monitors the operating results of the Fund as a whole and the Funds long-term strategic asset allocation is pre-determined in accordance with the terms of its prospectus, based on a defined investment strategy which is executed by the Adviser. The CODM allocates resources and assesses performance based on the operating results of the Fund, which is consistent with the results presented in the Funds Schedule of Investments, Statements of Changes in Net Assets and Financial Highlights.
Securities valuation – The Funds portfolio securities are valued at market value as of the close of regular trading on the New York Stock Exchange (the NYSE) (normally 4:00 p.m. Eastern time) on each business day the NYSE is open. Securities, including common stocks and exchange-traded funds (ETFs), listed on the NYSE or other exchanges are valued on the basis of their last sale price on the exchanges on which they are primarily traded. If there are no sales on that day, the securities are valued at the closing bid price on the NYSE or other primary exchange for that day. NASDAQ listed securities are valued at the NASDAQ Official Closing Price. If there are no sales on that day, the securities are valued at the last bid price as reported by NASDAQ. Securities traded in the over-the-counter market are valued at the last reported sale price, if available, otherwise at the most recently quoted bid price. To the extent the Fund is invested in money market funds and other open-end investment companies, except for ETFs, that are registered under the Investment Company Act of 1940, as amended (the 1940 Act), the Funds net asset value per share (NAV) is calculated based upon the NAVs reported by such registered open-end companies, and the prospectuses for these companies explain
8
| PAPP SMALL & MID-CAP GROWTH FUND |
| NOTES TO FINANCIAL STATEMENTS (Continued) |
the circumstances under which they will use fair value pricing and the effects of using fair value pricing. When using a quoted price and when the market is considered active, the security will be classified as Level 1 within the fair value hierarchy (see below). In the event that market quotations are not readily available or are considered unreliable due to market or other events, securities and other assets are valued at fair value as determined by the Adviser, as the Funds valuation designee, as determined by procedures adopted by the Board of Trustees (the Board) pursuant to Rule 2a-5 under the 1940 Act, and will be classified as Level 2 or 3 within the fair value hierarchy, depending on the inputs used. Factors for determining when portfolio investments are subject to fair value determination include, but are not limited to, the following: the spread between bid and asked prices is substantial; infrequency of sales; thinness of market; the size of reported trades; a temporary lapse in the provision of prices by any reliable pricing source; and actions of the securities or future markets, such as the suspension or limitation of trading.
GAAP establishes a single authoritative definition of fair value, sets out a framework for measuring fair value and requires additional disclosures about fair value measurements. Various inputs are used in determining the value of the Funds investments. These inputs are summarized in the three broad levels listed below:
| ● | Level 1 – quoted prices in active markets for identical securities |
| ● | Level 2 – other significant observable inputs |
| ● | Level 3 – significant unobservable inputs |
The inputs or methodology used for valuing securities are not necessarily an indication of the risks associated with investing in those securities. 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.
The following is a summary of the Funds investments and the inputs used to value the investments as of May 31, 2026:
| Level 1 | Level 2 | Level 3 | Total | |||||||||||||
| Common Stocks | $ | 39,118,738 | $ | — | $ | — | $ | 39,118,738 | ||||||||
| Exhange-Traded Funds | 1,035,700 | — | — | 1,035,700 | ||||||||||||
| Money Market Funds | 2,038,390 | — | — | 2,038,390 | ||||||||||||
| Total | $ | 42,192,828 | $ | — | $ | — | $ | 42,192,828 | ||||||||
9
| PAPP SMALL & MID-CAP GROWTH FUND |
| NOTES TO FINANCIAL STATEMENTS (Continued) |
Refer to the Funds Schedule of Investments for a listing of the common stocks by sector and industry type. The Fund did not hold derivative instruments or any assets or liabilities that were measured at fair value on a recurring basis using significant unobservable inputs (Level 3) as of or during the six months ended May 31, 2026.
Share valuation – The NAV of the Fund is calculated daily by dividing the total value of the Funds assets, less liabilities, by the number of shares outstanding. The offering price and redemption price per share of the Fund is equal to the NAV.
Investment income – Dividend income is recorded on the ex-dividend date. Interest income is accrued as earned. Non-cash dividends included in dividend income, if any, are recorded at the fair value of the security received.
Withholding taxes on foreign dividends have been recorded in accordance with the Funds understanding of the applicable countrys tax rules and rates. 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. Where available, the Fund will file for claims on foreign taxes withheld. Tax reclaims receivable, if any, are recorded based upon the Funds interpretation of country specific taxation of accrued income and interest income, which may be subject to change due to changes in country-specific tax regulations regarding amounts reclaimable or the Funds interpretation of country-specific taxation of dividend income and related amounts reclaimable.
Investment transactions – Investment transactions are accounted for on the trade date. Realized gains and losses on investments sold are determined on a specific identification basis.
Distributions to shareholders – Distributions arising from net investment income and net realized capital gains, if any, are paid to shareholders at least once each year. The amount of distributions from net investment income and net realized capital gains are determined in accordance with federal income tax regulations, which may differ from GAAP. Dividends and distributions to shareholders are recorded on the ex-dividend date. For the six months ended May 31, 2026, the tax character of distributions paid to shareholders was long-term capital gains. There were no distributions paid to shareholders during the year ended November 30, 2025.
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 as of the date of the financial statements and the reported amounts of change in net assets from operations during the reporting period. Actual results could differ from those estimates.
10
| PAPP SMALL & MID-CAP GROWTH FUND |
| NOTES TO FINANCIAL STATEMENTS (Continued) |
Federal income tax – The Fund has qualified and intends to continue to qualify each year as a regulated investment company under Subchapter M of the Internal Revenue Code of 1986, as amended (the Code). By so qualifying, the Fund will not be subject to federal income taxes to the extent that it distributes its net investment income and any net realized capital gains in accordance with the Code.
In order to avoid imposition of the excise tax applicable to regulated investment companies, it is also the Funds intention to declare as dividends in each calendar year at least 98% of its net investment income (earned during the calendar year) and 98.2% of its net realized capital gains (earned during the twelve months ended November 30) plus undistributed amounts from prior years.
The following information is computed on a tax basis for each item as of May 31, 2026:
| Tax cost of investments | $ | 16,342,387 | ||
| Gross unrealized appreciation | $ | 26,224,962 | ||
| Gross unrealized depreciation | (374,521 | ) | ||
| Net unrealized appreciation | 25,850,441 | |||
| Accumulated ordinary loss | (255,662 | ) | ||
| Other gains | 492,743 | |||
| Accumulated earnings | $ | 26,087,522 | ||
The difference between the federal income tax cost of investments and the financial statement cost of investments for the Fund is due to certain timing differences in the recognition of capital gains or losses under income tax regulations and GAAP. These book/tax differences are temporary in nature and are primarily due to the tax deferral of losses on wash sales.
In-kind redemptions – Redemption proceeds normally are paid in cash. However, the Fund reserves the right to pay redemption proceeds in portfolio securities rather than cash. These redemptions in-kind usually occur if the amount to be redeemed is large enough to affect Fund operations (for example, if it represents more than 1% of the Funds assets). For book purposes, the Fund will recognize a gain on the redemption in-kind to the extent the value of the distributed securities on the date of redemption exceeds the cost of those securities; the Fund recognizes a loss if cost exceeds value. Gains and losses realized on a redemption in-kind are generally not recognized for tax purposes. During the six months ended May 31, 2026, shares redeemed included redemption in-kind transactions of 34,881 shares valued at $3,614,554. The Fund had realized gains on these transactions of $2,553,523 recorded on the accompanying Statement of Operations. The Fund has reclassified these gains against paid-in capital
11
| PAPP SMALL & MID-CAP GROWTH FUND |
| NOTES TO FINANCIAL STATEMENTS (Continued) |
on the Statement of Assets and Liabilities. Such reclassification, the result of permanent differences between the financial statement and income tax reporting requirements, had no effect on the Funds net assets or NAV per share.
The Fund recognizes the 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 has reviewed the Funds tax positions taken on federal income tax returns for the current and all open tax years (generally, three years) 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 identifies its major tax jurisdiction as U.S. Federal.
For the six months ended May 31, 2026, there were no federal, state or local income taxes or any material income taxes in foreign jurisdictions paid by the Fund.
The Fund recognizes interest and penalties, if any, related to unrecognized tax benefits as income tax expense on the Statement of Operations. During the six months ended May 31, 2026, the Fund did not incur any interest or penalties.
| 3. | Investment Transactions |
During the six months ended May 31, 2026, cost of purchases and proceeds from sales of investment securities, other than short-term investments and in-kind redemptions, were $2,336,551 and $1,565,859, respectively.
| 4. | Transactions with Affiliates |
Certain Trustees and officers of the Trust are directors and officers of the Adviser or of Ultimus Fund Solutions, LLC (Ultimus), the Funds administrator, transfer agent and fund accounting agent, and Ultimus Fund Distributors, LLC (the Distributor), the Funds principal underwriter. These Trustees and officers are not compensated by the Fund for their services as Trustees and officers of the Trust.
INVESTMENT ADVISORY AGREEMENT
The Funds investments are managed by the Adviser pursuant to the terms of an Investment Advisory Agreement. For its services, the Fund pays the Adviser a management fee, computed daily and paid monthly, at the annual rate of 1.00% of its average daily net assets.
The Adviser has contractually agreed to reduce its management fees and to reimburse the Funds operating expenses to the extent necessary so that the Funds annual ordinary operating expenses (excluding brokerage costs, taxes, interest, costs to organize the Fund, acquired fund fees and expenses and extraordinary expenses, if any) do not exceed an
12
| PAPP SMALL & MID-CAP GROWTH FUND |
| NOTES TO FINANCIAL STATEMENTS (Continued) |
amount equal to 1.25% of its average daily net assets. This Expense Limitation Agreement (ELA) remains in effect until at least April 1, 2027. Accordingly, the Adviser reduced its management fees by $129,241 during the six months ended May 31, 2026.
Under the terms of the ELA, advisory fee reductions by the Adviser are subject to repayment by the Fund for a period of three years after the date of which such fees and expenses were incurred or reduced, provided that the repayments do not cause total annual fund operating expenses (exclusive of such reductions) to exceed the lesser of (i) the expense limitation then in effect, if any, and (ii) the expense limitation in effect at the time the expenses to be repaid were incurred. As of May 31, 2026, the Adviser may in the future recover fee reductions and expense reimbursements totaling $597,406. The Adviser may recover a portion of this amount no later than the dates as stated below:
| November 30, 2026 | $ | 85,525 | ||
| November 30, 2027 | 186,011 | |||
| November 30, 2028 | 196,629 | |||
| May 31, 2029 | 129,241 | |||
| $ | 597,406 | |||
OTHER SERVICE PROVIDERS
Ultimus provides administration, fund accounting and transfer agency services to the Fund. The Fund pays Ultimus fees in accordance with the agreements for such services. In addition, the Fund pays out-of-pocket expenses including but not limited to, postage, supplies and certain costs related to the pricing of the Funds portfolio securities. The Distributor is a wholly-owned subsidiary of Ultimus. The Distributor is compensated by the Adviser (not the Fund) for acting as principal underwriter.
PLAN OF DISTRIBUTION
The Trust has adopted a plan of distribution (the Plan) pursuant to Rule 12b-1 under the 1940 Act. Under the Plan, the Fund may incur certain expenses related to the distribution of its shares. The annual limitation of payment of expenses pursuant to the Plan is 0.25% of the Funds average daily net assets. The Board of Trustees has not authorized the payment of any fees pursuant to the Plan.
TRUSTEE COMPENSATION
Each Trustee who is not an interested person of the Trust (Independent Trustee) receives from the Fund a fee of $1,000 for each Board meeting attended, except that the Chair of the Committee of Independent Trustees receives a fee of $1,400 for each Board meeting attended.
13
| PAPP SMALL & MID-CAP GROWTH FUND |
| NOTES TO FINANCIAL STATEMENTS (Continued) |
PRINCIPAL HOLDER OF FUND SHARES
A beneficial owner of 25% or more of a Funds outstanding shares may be considered a controlling person. That shareholders vote could have a more significant effect on matters presented at a shareholders meeting. As of May 31, 2026, no individual shareholders owned of record 25% or more of the outstanding shares of the Fund.
| 5. | Sector Risk |
If a Fund had significant investments in the securities of issuers in industries within a particular business sector, any development affecting that sector will have a greater impact on the value of net assets of the Fund than would be the case if the Fund did not have significant investments in that sector. In addition, this may increase the risk of loss of an investment in the Fund and increase the volatility of the Funds NAV per share. From time to time, circumstances may affect a particular sector and the companies within such sector. For instance, economic or market factors, regulation or deregulation, or other developments may negatively impact all companies in a particular sector and therefore the value of the Funds portfolio would be adversely affected. As of May 31, 2026, the Fund had 33.8% of the value of its net assets invested in common stocks within the Industrials sector.
| 6. | Contingencies and Commitments |
The Fund indemnifies the Trusts officers and Trustees for certain liabilities that might 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 and which provide general indemnifications. The Funds maximum exposure under these arrangements is unknown, as this would involve future claims that may be made against the Fund that have not yet occurred. However, based on experience, the Fund expects the risk of loss to be remote.
| 7. | Subsequent Events |
The Fund is required to recognize in the financial statements the effects of all subsequent events that provide additional evidence about conditions that existed as of the date of the Statement of Assets and Liabilities. For non-recognized subsequent events that must be disclosed to keep the financial statements from being misleading, the Fund is required to disclose the nature of the event as well as an estimate of its financial effect, or a statement that such an estimate cannot be made. Management has evaluated subsequent events through the issuance of these financial statements and has noted no such events.
14
| PAPP SMALL & MID-CAP GROWTH FUND |
| ADDITIONAL INFORMATION (Unaudited) |
Changes in and/or Disagreements with Accountants
There were no changes in and/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
L. Roy Papp & Associates, LLP (the Adviser), 2201 E. Camelback Road, Suite 227B, Phoenix, Arizona 85016, serves as the investment adviser to the Papp Small & Mid-Cap Growth Fund (the Fund). The Adviser provides the Fund with a continuous program of investing the Funds assets and determining the composition of the Funds portfolio. In addition to serving as the investment adviser to the Fund, the Adviser provides investment advisory services to individuals, trusts, retirement plans, endowments, and foundations.
The Adviser is subject to the oversight of the Fund and the Funds board of trustees (the Board). The Adviser serves as investment adviser to the Fund pursuant to a written investment management agreement between the Adviser and the Fund dated May 1, 2012 (the Advisory Agreement). The Advisory Agreement provides that the Adviser shall not be liable for any loss suffered by the Fund or its shareholders, except by reason of its own willful misfeasance, bad faith or gross negligence, or from its reckless disregard of its obligations and duties under the Advisory Agreement. The Advisory Agreement is terminable by the Fund at any time, without penalty, either by action of the Board or upon a vote of the holders of a majority of the outstanding voting securities of the Fund upon 60 days prior written notice to the Adviser. The Advisory Agreement is also terminable by the Adviser with 60 days prior written notice to the Fund, and will terminate automatically in the event of its assignment, as defined in the Investment Company Act of 1940 (the 1940 Act), including in the event of a change of control or sale of the Adviser. The Advisory Agreements initial two-year term ended May 1, 2014, after which it may be continued from year to year thereafter only as long as such continuance is approved annually by (a) the vote of a majority of the Board, including a
15
| PAPP SMALL & MID-CAP GROWTH FUND |
| ADDITIONAL INFORMATION (Continued) |
majority of the Trustees who are not interested persons, as defined by the 1940 Act, of the Trust (the Independent Trustees), or (b) the vote of a majority of the Funds outstanding voting securities (as defined in the 1940 Act).
The Board, all Trustees present, including the Funds Independent Trustees voting separately, reviewed and approved the continuance of the Advisory Agreement for an additional term of one year. The Board approved the Advisory Agreement at an in-person meeting held for that purpose on April 21, 2026, at which all of the Independent Trustees were present. In the course of their deliberations, the Independent Trustees were advised by their independent legal counsel of their obligations in determining to approve the Advisory Agreement. The Board received and reviewed a substantial amount of information provided by the Adviser in response to requests of the Board and counsel.
In considering whether to approve the Advisory Agreement, the Board, including the Independent Trustees, did not identify any single factor as determinative, and each Trustee weighed the various factors independently as he or she deemed appropriate. The Board considered the following matters, among other things, in connection with its approval of the continuance of the Advisory Agreement.
Nature, Extent and Quality of Services
The Board received and considered various information, which it had previously requested from the Adviser, regarding the nature, extent and quality of services provided to the Fund by the Adviser. The Board specifically reviewed the qualifications, backgrounds and responsibilities of the key personnel that oversee the investment management and day-to-day operations of the Fund, including the support resources available for investment research. The Board noted that Rosellen C. Papp, Brian M. Riordan, and Greg S. Smith are responsible for the day-to-day management of the Fund. The Board noted that the Adviser had previously served as the investment adviser and investment sub-adviser to other open-end registered investment companies with similar investment objectives and strategies. The Board considered that the Adviser has a staff of skilled investment professionals who provide research, trading and compliance support services to the Fund and determined that the Adviser possesses adequate resources to manage the Fund. The Board also considered the Advisers compliance program and noted the resources it has dedicated towards compliance. The Board also considered the overall investment management capabilities of the Adviser and its ongoing financial commitment to the Fund. The Board considered the Advisers responsibilities with regards to brokerage selection and best execution and noted that the Adviser does not enter into any soft dollar arrangements.
16
| PAPP SMALL & MID-CAP GROWTH FUND |
| ADDITIONAL INFORMATION (Continued) |
Investment Performance of the Fund
The Funds returns were compared to the returns of its benchmark, the S&P MidCap 400 Growth Index (the Index), comparable private accounts managed by the Adviser, and other domestic equity funds of comparable size with similar investment styles. In reviewing the comparative performance, the Board considered the Funds average annual total return compared to the performance of the Mid Cap Growth Funds Under $50 Million and Mid Cap Growth Funds categories as derived from Morningstar, Inc. (Morningstar). The Board noted that as compared to the Mid Cap Growth Funds Under $50 Million category, the Funds performance trailed the peer group average for the one-year period and exceeded the peer group average and for the three-year period, each ended January 31, 2026. The Board further noted that the Funds performance trailed the peer group average for the five-year period and exceeded the peer group average for the 10-year period ended January 31, 2026.
The Board also considered the Funds average annual total returns compared to the returns of the Index for the one-year, three-year, five-year and 10-year periods ended January 31, 2026. The Board noted that the Funds performance trailed the Index for the one-year and three-year periods ended January 31, 2026. The Board also noted that the Funds performance exceeded that of the Index five-year and 10-year periods ended January 31, 2026. The Board noted the consistency of the Advisers management of the Fund in accordance with the Funds investment objective and principal investment strategies. The Board further noted that the Adviser has been managing the Fund, predecessor funds and private accounts using the same investment philosophy for more than 20 years and that the Advisers investment process and long-term performance record over a full market cycle were important factors in the Boards evaluation of the quality of services to be provided by the Adviser under the Advisory Agreement.
Expenses
The Board considered statistical information regarding the Funds expense ratio and its various components, including the contractual advisory fee and fee reductions and/or expense reimbursements. It also considered a comparison of these fees and expenses to the expense information for other domestic equity funds of comparable size with similar investment styles. The Funds overall expense ratio, after contractual fee reductions, was compared to funds within its relevant Morningstar peer group, Mid Cap Growth Funds Under $50 Million. The Board noted that the overall expense ratio of the Fund, after fee reductions, was lower than the average expense ratio as compared to the funds in the Mid Cap Growth Funds Under $50 Million category, as derived from Morningstar. The Board also observed that the expense cap arrangement agreed to by the Adviser will be maintained until at least April 1, 2027.
17
| PAPP SMALL & MID-CAP GROWTH FUND |
| ADDITIONAL INFORMATION (Continued) |
Investment Advisory Fee Rates
The Board reviewed and considered the proposed contractual investment advisory fee rate payable by the Fund to the Adviser for investment advisory services. Additionally, the Board received and considered information comparing the Funds advisory fee rate with those of the other funds in its relevant Morningstar peer group, as defined above, and private accounts managed by the Adviser with a comparable investment strategy. The Board noted that the advisory fee rate for the Fund was higher than the average rate as compared to the funds in the Mid Cap Growth Funds Under $50 Million category, as derived from Morningstar. The Board then discussed the differences in the Funds advisory fee rate and the advisory fee rate charged to private accounts managed by the Adviser with a comparable investment strategy. The Adviser discussed the reasons for lower fees for the private accounts in some instances, noting that the applicable accounts have lower operational and compliance costs relative to the Fund.
The Board reviewed the Advisers financial statements and discussed its financial condition. The Board noted that the Adviser is operating at a loss in providing services to the Fund because of the fee reductions and expense reimbursements it has incurred since the Funds inception. The Board discussed the level of Fund assets necessary for the Adviser to break even, the projected profits of the Adviser and the other ancillary benefits that the Adviser may receive with regard to providing advisory services to the Fund. The Board further considered the Advisers commitment to grow the Funds assets and the Advisers representation that it has adequate financial reserves to cover its anticipated losses from providing advisory services to the Fund for several years.
Economies of Scale
The Board noted that the investment advisory fee schedule for the Fund does not contain breakpoints, but further noted that shareholders have benefited from the lower expense ratios that resulted from the fee reductions and expense reimbursements. The Board noted that the Funds assets have remained steady in the preceding 12 months and have not grown to an extent that permits the Adviser to realize any meaningful economies of scale. The Board observed that as the Fund grows further in assets, this factor will become more relevant to its consideration process.
Conclusion
The Board determined that the information provided by the Adviser was sufficiently responsive to permit the Board to make a determination regarding the advisory contract. The Board determined that the overall arrangement between the Fund and the Adviser, as provided in the Advisory Agreement, was fair and reasonable and that approval of the continuation of the Advisory Agreement was in the best interest of the Fund and its shareholders.
18
| (b) | Included in (a) |
| 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. |
The Registrants Committee of Independent Trustees shall review shareholder recommendations to fill vacancies on the Registrants board of trustees if such recommendations are submitted in writing, addressed to the Committee at the Registrants offices and meet any minimum qualifications adopted by the Committee. The Committee may adopt, by resolution, a policy regarding its procedures for considering candidates for the board of trustees, including any recommended by shareholders.
| Item 16. | Controls and Procedures. |
| (a) | Based on their evaluation of the Registrants disclosure controls and procedures (as defined in Rule 30a-3(c) under the Investment Company Act of 1940) as of a date within 90 days of the filing date of this report, the Registrants principal executive officer and principal financial officer have concluded that such disclosure controls and procedures are reasonably designed and are operating effectively to ensure that material information relating to the Registrant, including its consolidated subsidiaries, is made known to them by others within those entities, particularly during the period in which this report is being prepared, and that the information required in filings on Form N-CSR is recorded, processed, summarized, and reported on a timely basis. |
| (b) | There were no changes in the Registrants internal control over financial reporting (as defined in Rule 30a-3(d) under the Investment Company Act of 1940) that occurred during the period covered by this report that have materially affected, or are reasonably likely to materially affect, the Registrants internal control over financial reporting. |
| Item 17. | Disclosure of Securities Lending Activities for Closed-End Management Investment Companies. |
Not applicable
| Item 18. | Recovery of Erroneously Awarded Compensation. |
| (a) | Not applicable |
| (b) | Not applicable |
| Item 19. | Exhibits. |
(a)(1) Not required
(a)(2) Not applicable
(a)(3) A separate certification for each principle executive officer and principle financial officer of the Registrant as required by Rule 30a-2(a) under the Act (17 CRF 270.30a-2(a)): Attached hereto
(a)(4) Not applicable
(a)(5) Not applicable
(b) Certifications required by Rule 30a-2(b) under the Act (17 CFR 207.30a-2(b)): Attached hereto
| Exhibit 99.CERT | Certifications required by Rule 30a-2(a) under the Act |
| Exhibit 99.906CERT | Certifications required by Rule 30a-2(b) under the Act |
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) | Papp Investment Trust | ||
| By (Signature and Title)* | /s/ Harry A. Papp | ||
| Harry A. Papp, President and Principal Executive Officer | |||
| Date | July 31, 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/ Harry A. Papp | ||
| Harry A. Papp, President and Principal Executive Officer | |||
| Date | July 31, 2026 | ||
| By (Signature and Title)* | /s/ Angela A. Simmons | ||
| Angela A. Simmons, Treasurer and Principal Financial Officer | |||
| Date | July 31, 2026 | ||
| * | Print the name and title of each signing officer under his or her signature. |