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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: 811-01716

 

 

AB CAP FUND, INC.

(Exact name of registrant as specified in charter)

 

 

66 Hudson Boulevard East

New York, New York 10005

(Address of principal executive offices) (Zip code)

 

 

Stephen M. Woetzel

AllianceBernstein L.P.

66 Hudson Boulevard East

New York, New York 10005

(Name and address of agent for service)

 

 

Registrant’s telephone number, including area code: (800) 221-5672

Date of fiscal year end: November 30, 2026

Date of reporting period: May 31, 2026

 

 
 


ITEM 1. REPORTS TO STOCKHOLDERS.

Advisor Class: SCYVX

May 31, 2026 

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Fund Information

AB Small Cap Value Portfolio 

Semi-Annual Shareholder Report 

This semi-annual shareholder report contains important information about the AB Small Cap Value Portfolio (the “Fund”) for the period of December 1, 2025 to May 31, 2026. You can find additional information about the Fund at https://www.abfunds.com/link/AB/SCYVX-S. You can also request this information by contacting us at (800) 227 4618.

What were the Fund costs for the last six months?

(Based on a hypothetical $10,000 investment)

Table Summary
Class Name
Cost of a $10,000 investment
Costs paid as a percentage of a $10,000 investment
Advisor Class
$50
0.92%Footnote Reference*
Footnote Description
Footnote*
Annualized

Key Fund Statistics

Table Summary
Net Assets
$592,863,391
# of Portfolio Holdings
106
Portfolio Turnover Rate
29%
Total Advisory Fees Paid (Net)
$2,246,295

Graphical Representation of Holdings

10 Top Holdings

Table Summary
Company
U.S. $ Value
% of Net Assets
BorgWarner, Inc.
$10,517,895
1.8%
Select Water Solutions, Inc.
$9,998,611
1.7%
Cardinal Infrastructure Group, Inc. - Class A
$9,388,250
1.6%
Seadrill Ltd.
$9,190,414
1.5%
Worthington Steel, Inc.
$8,981,829
1.5%
Versigent PLC
$8,810,367
1.5%
Avnet, Inc.
$8,712,299
1.5%
Extreme Networks, Inc.
$8,610,156
1.5%
Plexus Corp.
$8,360,756
1.4%
HA Sustainable Infrastructure Capital, Inc.
$7,988,030
1.3%
Total
$90,558,607
15.3%

Sector Breakdown (% of Net Assets)

Table Summary
Financials
21.9%
Industrials
20.2%
Consumer Discretionary
13.6%
Information Technology
11.0%
Real Estate
7.1%
Energy
6.4%
Health Care
6.3%
Materials
6.0%
Utilities
3.5%
Consumer Staples
2.9%
Others
0.5%
Short-Term Investments
1.4%
Other assets less liabilities
-0.8%
Total
100.0%

Advisor Class: SCYVX

1

Availability of Additional Information 

You can find additional information on the Fund’s website at https://www.abfunds.com/link/AB/SCYVX-S, including the Fund's:

•   Prospectus

•   Financial information

•   Fund holdings

•   Proxy voting information

You can also request this information by contacting us at (800) 227 4618.

Householding

Shareholders who have consented to receive a single annual or semi-annual shareholder report at a shared address may revoke this consent by contacting us at (800) 227 4618.

 

The [A/B] logo and AllianceBernstein® are registered trademarks used by permission of the owner, AllianceBernstein L.P.

SCV-ADV-0154-0526

Advisor Class: SCYVX

2

Class A: SCAVX

May 31, 2026 

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Fund Information

AB Small Cap Value Portfolio 

Semi-Annual Shareholder Report 

This semi-annual shareholder report contains important information about the AB Small Cap Value Portfolio (the “Fund”) for the period of December 1, 2025 to May 31, 2026. You can find additional information about the Fund at https://www.abfunds.com/link/AB/SCAVX-S. You can also request this information by contacting us at (800) 227 4618.

What were the Fund costs for the last six months?

(Based on a hypothetical $10,000 investment)

Table Summary
Class Name
Cost of a $10,000 investment
Costs paid as a percentage of a $10,000 investment
Class A
$64
1.17%Footnote Reference*
Footnote Description
Footnote*
Annualized

Key Fund Statistics

Table Summary
Net Assets
$592,863,391
# of Portfolio Holdings
106
Portfolio Turnover Rate
29%
Total Advisory Fees Paid (Net)
$2,246,295

Graphical Representation of Holdings

10 Top Holdings

Table Summary
Company
U.S. $ Value
% of Net Assets
BorgWarner, Inc.
$10,517,895
1.8%
Select Water Solutions, Inc.
$9,998,611
1.7%
Cardinal Infrastructure Group, Inc. - Class A
$9,388,250
1.6%
Seadrill Ltd.
$9,190,414
1.5%
Worthington Steel, Inc.
$8,981,829
1.5%
Versigent PLC
$8,810,367
1.5%
Avnet, Inc.
$8,712,299
1.5%
Extreme Networks, Inc.
$8,610,156
1.5%
Plexus Corp.
$8,360,756
1.4%
HA Sustainable Infrastructure Capital, Inc.
$7,988,030
1.3%
Total
$90,558,607
15.3%

Sector Breakdown (% of Net Assets)

Table Summary
Financials
21.9%
Industrials
20.2%
Consumer Discretionary
13.6%
Information Technology
11.0%
Real Estate
7.1%
Energy
6.4%
Health Care
6.3%
Materials
6.0%
Utilities
3.5%
Consumer Staples
2.9%
Others
0.5%
Short-Term Investments
1.4%
Other assets less liabilities
-0.8%
Total
100.0%

Class A: SCAVX

1

Availability of Additional Information 

You can find additional information on the Fund’s website at https://www.abfunds.com/link/AB/SCAVX-S, including the Fund's:

•   Prospectus

•   Financial information

•   Fund holdings

•   Proxy voting information

You can also request this information by contacting us at (800) 227 4618.

Householding

Shareholders who have consented to receive a single annual or semi-annual shareholder report at a shared address may revoke this consent by contacting us at (800) 227 4618.

 

The [A/B] logo and AllianceBernstein® are registered trademarks used by permission of the owner, AllianceBernstein L.P.

SCV-A-0154-0526

Class A: SCAVX

2

Class C: SCCVX

May 31, 2026 

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Fund Information

AB Small Cap Value Portfolio 

Semi-Annual Shareholder Report 

This semi-annual shareholder report contains important information about the AB Small Cap Value Portfolio (the “Fund”) for the period of December 1, 2025 to May 31, 2026. You can find additional information about the Fund at https://www.abfunds.com/link/AB/SCCVX-S. You can also request this information by contacting us at (800) 227 4618.

What were the Fund costs for the last six months?

(Based on a hypothetical $10,000 investment)

Table Summary
Class Name
Cost of a $10,000 investment
Costs paid as a percentage of a $10,000 investment
Class C
$105
1.93%Footnote Reference*
Footnote Description
Footnote*
Annualized

Key Fund Statistics

Table Summary
Net Assets
$592,863,391
# of Portfolio Holdings
106
Portfolio Turnover Rate
29%
Total Advisory Fees Paid (Net)
$2,246,295

Graphical Representation of Holdings

10 Top Holdings

Table Summary
Company
U.S. $ Value
% of Net Assets
BorgWarner, Inc.
$10,517,895
1.8%
Select Water Solutions, Inc.
$9,998,611
1.7%
Cardinal Infrastructure Group, Inc. - Class A
$9,388,250
1.6%
Seadrill Ltd.
$9,190,414
1.5%
Worthington Steel, Inc.
$8,981,829
1.5%
Versigent PLC
$8,810,367
1.5%
Avnet, Inc.
$8,712,299
1.5%
Extreme Networks, Inc.
$8,610,156
1.5%
Plexus Corp.
$8,360,756
1.4%
HA Sustainable Infrastructure Capital, Inc.
$7,988,030
1.3%
Total
$90,558,607
15.3%

Sector Breakdown (% of Net Assets)

Table Summary
Financials
21.9%
Industrials
20.2%
Consumer Discretionary
13.6%
Information Technology
11.0%
Real Estate
7.1%
Energy
6.4%
Health Care
6.3%
Materials
6.0%
Utilities
3.5%
Consumer Staples
2.9%
Others
0.5%
Short-Term Investments
1.4%
Other assets less liabilities
-0.8%
Total
100.0%

Class C: SCCVX

1

Availability of Additional Information 

You can find additional information on the Fund’s website at https://www.abfunds.com/link/AB/SCCVX-S, including the Fund's:

•   Prospectus

•   Financial information

•   Fund holdings

•   Proxy voting information

You can also request this information by contacting us at (800) 227 4618.

Householding

Shareholders who have consented to receive a single annual or semi-annual shareholder report at a shared address may revoke this consent by contacting us at (800) 227 4618.

 

The [A/B] logo and AllianceBernstein® are registered trademarks used by permission of the owner, AllianceBernstein L.P.

SCV-C-0154-0526

Class C: SCCVX

2

Class Z: ABMVX

May 31, 2026 

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Fund Information

AB Mid Cap Value Portfolio 

Semi-Annual Shareholder Report 

This semi-annual shareholder report contains important information about the AB Mid Cap Value Portfolio (the “Fund”) for the period of December 1, 2025 to May 31, 2026. You can find additional information about the Fund at https://www.abfunds.com/link/AB/ABMVX-S. You can also request this information by contacting us at (800) 227 4618.

What were the Fund costs for the last six months?

(Based on a hypothetical $10,000 investment)

Table Summary
Class Name
Cost of a $10,000 investment
Costs paid as a percentage of a $10,000 investment
Class Z
$36
0.67%Footnote Reference*
Footnote Description
Footnote*
Annualized

Key Fund Statistics

Table Summary
Net Assets
$2,720,967
# of Portfolio Holdings
57
Portfolio Turnover Rate
18%
Total Advisory Fees Paid (Net)
$0

Graphical Representation of Holdings

10 Top Holdings

Table Summary
Company
U.S. $ Value
% of Net Assets
TD SYNNEX Corp.
$91,970
3.4%
Reliance, Inc.
$84,150
3.1%
Ameren Corp.
$83,677
3.1%
TechnipFMC PLC
$78,067
2.9%
Alliant Energy Corp.
$76,837
2.8%
Invesco Ltd.
$73,256
2.7%
Dollar Tree, Inc.
$71,378
2.6%
United Rentals, Inc.
$67,705
2.5%
ON Semiconductor Corp.
$67,186
2.4%
NXP Semiconductors NV
$62,663
2.3%
Total
$756,889
27.8%

Sector Breakdown (% of Net Assets)

Table Summary
Industrials
20.7%
Financials
13.9%
Information Technology
12.9%
Health Care
9.1%
Materials
8.3%
Consumer Discretionary
8.2%
Real Estate
8.1%
Energy
6.6%
Utilities
5.9%
Consumer Staples
5.3%
Short-Term Investments
1.9%
Other assets less liabilities
-0.9%
Total
100.0%

Class Z: ABMVX

1

Availability of Additional Information 

You can find additional information on the Fund’s website at https://www.abfunds.com/link/AB/ABMVX-S, including the Fund's:

•   Prospectus

•   Financial information

•   Fund holdings

•   Proxy voting information

You can also request this information by contacting us at (800) 227 4618.

Householding

Shareholders who have consented to receive a single annual or semi-annual shareholder report at a shared address may revoke this consent by contacting us at (800) 227 4618.

 

The [A/B] logo and AllianceBernstein® are registered trademarks used by permission of the owner, AllianceBernstein L.P.

MIDV-Z-0154-0526

Class Z: ABMVX

2


ITEM 2. CODE OF ETHICS.

Not applicable when filing a semi-annual report to shareholders.

ITEM 3. AUDIT COMMITTEE FINANCIAL EXPERT.

Not applicable when filing a semi-annual report to shareholders.

ITEM 4. PRINCIPAL ACCOUNTANT FEES AND SERVICES.

Not applicable when filing a semi-annual report to shareholders.

ITEM 5. AUDIT COMMITTEE OF LISTED REGISTRANTS.

Not applicable when filing a semi-annual report to shareholders.

ITEM 6. INVESTMENTS.

Please see Schedule of Investments contained in the Financial Statements included under Item 7 of this Form N-CSR.

ITEM 7. FINANCIAL STATEMENTS AND FINANCIAL HIGHLIGHTS FOR OPEN-END MANAGEMENT INVESTMENT COMPANIES.


May 31, 2026

 

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SEMI-ANNUAL FINANCIAL STATEMENTS AND ADDITIONAL INFORMATION

AB MID CAP VALUE PORTFOLIO

 

 

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Investment Products Offered  

Are Not FDIC Insured May Lose Value Are Not Bank Guaranteed

Investors should consider the investment objectives, risks, charges and expenses of the Fund carefully before investing. For copies of our prospectus or summary prospectus, which contain this and other information, visit us online at www.abfunds.com or contact your AB representative. Please read the prospectus and/or summary prospectus carefully before investing.

This shareholder report must be preceded or accompanied by the Fund’s prospectus for individuals who are not current shareholders of the Fund.

You may obtain a description of the Fund’s proxy voting policies and procedures, and information regarding how the Fund voted proxies relating to portfolio securities during the most recent 12-month period ended June 30, without charge. Simply visit AB’s website at www.abfunds.com, or go to the Securities and Exchange Commission’s (the “Commission”) website at www.sec.gov, or call AB at (800) 227 4618.

The Fund files its complete schedule of portfolio holdings with the Commission for the first and third quarters of each fiscal year as an exhibit to its reports on Form N-PORT. The Fund’s Form N-PORT reports are available on the Commission’s website at www.sec.gov. AB publishes full portfolio holdings for the Fund monthly at www.abfunds.com.

AllianceBernstein Investments, Inc. (ABI) is the distributor of the AB family of mutual funds. ABI is a member of FINRA and is an affiliate of AllianceBernstein L.P., the Adviser of the funds.

The [A/B] logo and AllianceBernstein® are registered trademarks used by permission of the owner, AllianceBernstein L.P.


PORTFOLIO OF INVESTMENTS

May 31, 2026 (unaudited)

 

Company   Shares      U.S. $ Value  

 

 

COMMON STOCKS – 99.0%

    

Industrials – 20.7%

    

Aerospace & Defense – 1.0%

    

Hexcel Corp.

    300      $ 26,937  
    

 

 

 

Air Freight & Logistics – 3.4%

    

CH Robinson Worldwide, Inc.

    277        49,486  

GXO Logistics, Inc.(a)

    846        42,393  
    

 

 

 
       91,879  
    

 

 

 

Building Products – 1.5%

    

Carrier Global Corp.

    615        39,280  
    

 

 

 

Ground Transportation – 3.2%

    

ArcBest Corp.

    291        39,777  

Knight-Swift Transportation Holdings, Inc.

    631        47,722  
    

 

 

 
       87,499  
    

 

 

 

Machinery – 5.3%

    

CNH Industrial NV

    3,897        39,789  

Oshkosh Corp.

    339        44,070  

PACCAR, Inc.

    552        60,924  
    

 

 

 
       144,783  
    

 

 

 

Marine Transportation – 1.3%

    

Kirby Corp.(a)

    254        35,710  
    

 

 

 

Professional Services – 1.7%

    

CACI International, Inc. – Class A(a)

    88        45,189  
    

 

 

 

Trading Companies & Distributors – 3.3%

    

Core & Main, Inc. – Class A(a)

    468        23,143  

United Rentals, Inc.

    68        67,705  
    

 

 

 
       90,848  
    

 

 

 
       562,125  
    

 

 

 

Financials – 13.9%

    

Banks – 3.7%

    

First Citizens BancShares, Inc./NC – Class A

    24        47,772  

M&T Bank Corp.

    246        53,163  
    

 

 

 
       100,935  
    

 

 

 

Capital Markets – 4.5%

    

Cboe Global Markets, Inc.

    146        48,700  

Invesco Ltd.

    2,574        73,256  
    

 

 

 
       121,956  
    

 

 

 

Financial Services – 2.1%

    

HA Sustainable Infrastructure Capital, Inc.

    1,361        55,801  
    

 

 

 

 

ABFunds.com  

AB Mid Cap Value Portfolio 1


PORTFOLIO OF INVESTMENTS (continued)

 

Company   Shares      U.S. $ Value  

 

 

Insurance – 3.6%

    

Everest Group Ltd.

    190      $ 61,566  

Willis Towers Watson PLC

    151        37,700  
    

 

 

 
       99,266  
    

 

 

 
       377,958  
    

 

 

 

Information Technology – 12.9%

    

Communications Equipment – 1.6%

    

F5, Inc.(a)

    115        44,097  
    

 

 

 

Electronic Equipment, Instruments & Components – 3.4%

    

TD SYNNEX Corp.

    352        91,970  
    

 

 

 

Semiconductors & Semiconductor Equipment – 4.8%

    

NXP Semiconductors NV

    195        62,663  

ON Semiconductor Corp.(a)

    557        67,186  
    

 

 

 
       129,849  
    

 

 

 

Software – 1.3%

    

ACI Worldwide, Inc.(a)

    829        36,202  
    

 

 

 

Technology Hardware, Storage & Peripherals – 1.8%

    

Western Digital Corp.

    94        49,934  
    

 

 

 
       352,052  
    

 

 

 

Health Care – 9.1%

    

Health Care Equipment & Supplies – 3.4%

    

Becton Dickinson & Co.

    175        25,746  

Globus Medical, Inc. – Class A(a)

    416        34,062  

Medline, Inc. – Class A(a)

    857        31,332  
    

 

 

 
       91,140  
    

 

 

 

Health Care Providers & Services – 4.7%

    

CVS Health Corp.

    550        50,039  

Encompass Health Corp.

    346        36,624  

Labcorp Holdings, Inc.

    161        41,870  
    

 

 

 
       128,533  
    

 

 

 

Life Sciences Tools & Services – 1.0%

    

ICON PLC(a)

    200        27,214  
    

 

 

 
       246,887  
    

 

 

 

Materials – 8.3%

    

Chemicals – 3.7%

    

Corteva, Inc.

    778        60,902  

RPM International, Inc.

    374        39,633  
    

 

 

 
       100,535  
    

 

 

 

Construction Materials – 1.5%

    

Eagle Materials, Inc.

    192        42,466  
    

 

 

 

Metals & Mining – 3.1%

    

Reliance, Inc.

    221        84,150  
    

 

 

 
       227,151  
    

 

 

 

 

2 AB Mid Cap Value Portfolio

  ABFunds.com


PORTFOLIO OF INVESTMENTS (continued)

 

Company   Shares      U.S. $ Value  

 

 

Consumer Discretionary – 8.2%

    

Automobile Components – 2.1%

    

BorgWarner, Inc.

    821      $ 58,964  
    

 

 

 

Hotels, Restaurants & Leisure – 2.0%

    

Hyatt Hotels Corp. – Class A(b)

    296        53,683  
    

 

 

 

Leisure Products – 1.4%

    

Hasbro, Inc.

    438        37,742  
    

 

 

 

Specialty Retail – 2.7%

    

AutoZone, Inc.(a)

    16        46,963  

Bath & Body Works, Inc.

    1,327        26,567  
    

 

 

 
       73,530  
    

 

 

 
       223,919  
    

 

 

 

Real Estate – 8.1%

    

Health Care REITs – 1.4%

    

Ventas, Inc.

    453        38,242  
    

 

 

 

Hotel & Resort REITs – 1.0%

    

Ryman Hospitality Properties, Inc.

    238        27,401  
    

 

 

 

Real Estate Management & Development – 1.6%

    

CBRE Group, Inc. – Class A(a)

    357        44,639  
    

 

 

 

Residential REITs – 1.1%

    

Mid-America Apartment Communities, Inc.

    220        28,396  
    

 

 

 

Specialized REITs – 3.0%

    

Digital Realty Trust, Inc.

    250        47,500  

VICI Properties, Inc.

    1,165        32,876  
    

 

 

 
       80,376  
    

 

 

 
       219,054  
    

 

 

 

Energy – 6.6%

    

Energy Equipment & Services – 2.9%

    

TechnipFMC PLC

    1,141        78,067  
    

 

 

 

Oil, Gas & Consumable Fuels – 3.7%

    

EOG Resources, Inc.

    461        61,488  

Valero Energy Corp.

    165        40,396  
    

 

 

 
       101,884  
    

 

 

 
       179,951  
    

 

 

 

Utilities – 5.9%

    

Electric Utilities – 2.8%

    

Alliant Energy Corp.

    1,073        76,837  
    

 

 

 

Multi-Utilities – 3.1%

    

Ameren Corp.

    775        83,677  
    

 

 

 
       160,514  
    

 

 

 

 

ABFunds.com  

AB Mid Cap Value Portfolio 3


PORTFOLIO OF INVESTMENTS (continued)

 

Company   Shares      U.S. $ Value  

 

 

Consumer Staples – 5.3%

    

Consumer Staples Distribution & Retail – 5.3%

    

BJ’s Wholesale Club Holdings, Inc.(a)

    410      $ 34,965  

Dollar Tree, Inc.(a)

    613        71,378  

US Foods Holding Corp.(a)

    451        36,914  
    

 

 

 
       143,257  
    

 

 

 

Total Common Stocks
(cost $2,169,655)

       2,692,868  
    

 

 

 
    

SHORT-TERM INVESTMENTS – 1.9%

    

Investment Companies – 1.9%

    

AB Fixed Income Shares, Inc. – Government Money Market Portfolio – Class AB, 3.46%(c)(d)(e)
(cost $51,927)

    51,927        51,927  
    

 

 

 

Total Investments – 100.9%
(cost $2,221,582)

       2,744,795  

Other assets less liabilities – (0.9%)

       (23,828
    

 

 

 

Net Assets – 100.0%

     $ 2,720,967  
    

 

 

 

 

(a)

Non-income producing security.

 

(b)

Represents entire or partial securities out on loan. See Note E for securities lending information.

 

(c)

The rate shown represents the 7-day yield as of period end.

 

(d)

Affiliated investments.

 

(e)

To obtain a copy of the fund’s shareholder report, please go to the Securities and Exchange Commission’s website at www.sec.gov. Additionally, shareholder reports for AB funds can be obtained by calling AB at (800) 227-4618.

Glossary:

REIT – Real Estate Investment Trust

See notes to financial statements.

 

4 AB Mid Cap Value Portfolio

  ABFunds.com


STATEMENT OF ASSETS & LIABILITIES

May 31, 2026 (unaudited)

 

Assets

 

Investments in securities, at value

 

Unaffiliated issuers (cost $2,169,655)

   $ 2,692,868 (a) 

Affiliated issuers (cost $51,927)

     51,927  

Receivable due from Adviser

     122,914  

Unaffiliated dividends receivable

     1,776  

Affiliated dividends receivable

     132  
  

 

 

 

Total assets

     2,869,617  
  

 

 

 
Liabilities

 

Audit and tax fee payable

     71,219  

Legal fee payable

     18,528  

Custody and accounting fees payable

     18,095  

Printing fee payable

     16,210  

Directors’ fees payable

     8,190  

Registration fee payable

     7,728  

Advisory fee payable

     4,055  

Transfer Agent fee payable

     129  

Accrued expenses

     4,496  
  

 

 

 

Total liabilities

     148,650  
  

 

 

 

Net Assets

   $ 2,720,967  
  

 

 

 
Composition of Net Assets

 

Capital stock, at par

   $ 21  

Additional paid-in capital

     2,150,548  

Distributable earnings

     570,398  
  

 

 

 

Net Assets

   $  2,720,967  
  

 

 

 
Net Asset Value Per Share—11 billion shares of capital stock authorized, $.0001 par value (based on 213,516 common shares outstanding for Class Z)    $ 12.74  
  

 

 

 

 

(a)

Includes securities on loan with a value of $53,138 (see Note E)

See notes to financial statements.

 

ABFunds.com  

AB Mid Cap Value Portfolio 5


STATEMENT OF OPERATIONS

Six Months Ended May 31, 2026 (unaudited)

 

Investment Income     

Dividends

    

Unaffiliated Issuers (net of foreign taxes withheld of $59)

   $ 19,252    

Affiliated Issuers

     555    

Securities lending income, net

     28     $ 19,835  
  

 

 

   
Expenses     

Advisory fee (see Note B)

     7,958    

Transfer agency—Class Z

     263    

Administrative

     46,104    

Audit and tax

     27,843    

Legal

     20,241    

Custody and accounting

     12,727    

Registration fees

     11,291    

Printing

     8,745    

Directors’ fees

     8,146    

Miscellaneous

     4,065    
  

 

 

   

Total expenses

     147,383    

Less: expenses waived and reimbursed by the Adviser (see Notes B & E)

      (138,955  
  

 

 

   

Net expenses

       8,428  
    

 

 

 

Net investment income

       11,407  
    

 

 

 
Realized and Unrealized Gain on Investment Transactions     

Net realized gain on investment transactions

       44,564  

Net change in unrealized appreciation (depreciation) of investments

       305,856  
    

 

 

 

Net gain on investment transactions

       350,420  
    

 

 

 

Net Increase in Net Assets from Operations

     $  361,827  
    

 

 

 

See notes to financial statements.

 

6 AB Mid Cap Value Portfolio

  ABFunds.com


STATEMENT OF CHANGES IN NET ASSETS

 

     Six Months Ended
May 31, 2026
(unaudited)
    Year Ended
November 30,
2025
 
Increase (Decrease) in Net Assets from Operations     

Net investment income

   $ 11,407     $ 25,674  

Net realized gain on investment transactions

     44,564       87,864  

Net change in unrealized appreciation (depreciation) of investments

     305,856       (29,461

Contributions from Affiliates (see Note B)

     – 0  –      55  
  

 

 

   

 

 

 

Net increase in net assets from operations

     361,827       84,132  

Distributions to Shareholders

     (120,600     (30,020
Capital Stock Transactions     

Net increase

     120,600       30,018  
  

 

 

   

 

 

 

Total increase

     361,827       84,130  
Net Assets     

Beginning of period

     2,359,140       2,275,010  
  

 

 

   

 

 

 

End of period

   $  2,720,967     $  2,359,140  
  

 

 

   

 

 

 

See notes to financial statements.

 

ABFunds.com  

AB Mid Cap Value Portfolio 7


NOTES TO FINANCIAL STATEMENTS

May 31, 2026 (unaudited)

 

NOTE A

Significant Accounting Policies

AB Cap Fund, Inc. (the “Company”) is registered under the Investment Company Act of 1940 (the “1940 Act”) as an open-end management investment company. The Company, which is a Maryland corporation, operates as a series company comprised of 11 portfolios currently in operation. Each portfolio is considered to be a separate entity for financial reporting and tax purposes. This report relates only to the AB Mid Cap Value Portfolio (the “Fund”), a diversified portfolio. The Fund commenced investment operations on April 30, 2024. The Fund offers Class Z shares. As of May 31, 2026, AllianceBernstein L.P. (the “Adviser”) was the sole shareholder of Class Z shares. Class A, Class B, Class C, Class R, Class K, Class I, Advisor Class, Class T, Class 1 and Class 2 shares have been authorized but currently are not offered. Class Z shares are sold without an initial or contingent deferred sales charge. The financial statements have been prepared in conformity with U.S. generally accepted accounting principles (“U.S. GAAP”), which require management to make certain estimates and assumptions that affect the reported amounts of assets and liabilities in the financial statements and amounts of income and expenses during the reporting period. Actual results could differ from those estimates. The Fund is an investment company under U.S. GAAP and follows the accounting and reporting guidance applicable to investment companies. The following is a summary of significant accounting policies followed by the Fund.

1. Security Valuation

Portfolio securities are valued at market value determined on the basis of market quotations or, if market quotations are not readily available or are unreliable, at “fair value” as determined in accordance with procedures approved by and under the oversight of the Fund’s Board of Directors (the “Board”). Pursuant to these procedures, Adviser serves as the Fund’s valuation designee pursuant to Rule 2a-5 of the 1940 Act. In this capacity, the Adviser is responsible, among other things, for making all fair value determinations relating to the Fund’s portfolio investments, subject to the Board’s oversight.

In general, the market values of securities which are readily available and deemed reliable are determined as follows: securities listed on a national securities exchange (other than securities listed on the NASDAQ Stock Market, Inc. (“NASDAQ”)) or on a foreign securities exchange are valued at the last sale price at the close of the exchange or foreign securities exchange. If there has been no sale on such day, the securities are valued at the last traded price from the previous day. Securities listed on more than one exchange are valued by reference to the principal exchange on which the securities are traded; securities listed only on NASDAQ are valued in accordance with the NASDAQ Official Closing Price; listed options are generally valued using market-based inputs, such as last

 

8 AB Mid Cap Value Portfolio

  ABFunds.com


NOTES TO FINANCIAL STATEMENTS (continued)

 

traded prices, closing bid and ask prices, or settlement prices, as applicable; over-the-counter (“OTC”) options, including flexible exchange-traded options (“Flex Options”), are typically valued at transaction price on the trade date and thereafter valued using models that consider the terms of the option and/or relevant market inputs, as applicable; open futures are valued using the closing settlement price or, in the absence of such a price, the most recent quoted bid price. If there are no quotations available for the day of valuation, the last available closing settlement price is used; U.S. Government securities and any other debt instruments having 60 days or less remaining until maturity are generally valued at market by an independent pricing vendor, if a market price is available. If a market price is not available, the securities are valued at amortized cost. This methodology is commonly used for short-term securities that have an original maturity of 60 days or less, as well as short-term securities that had an original term to maturity that exceeded 60 days. In instances when amortized cost is utilized, the Valuation Committee (the “Committee”) must reasonably conclude that the utilization of amortized cost is approximately the same as the fair value of the security. Factors the Committee will consider include, but are not limited to, an impairment of the creditworthiness of the issuer or material changes in interest rates. Fixed-income securities, including mortgage-backed and asset-backed securities, may be valued on the basis of prices provided by a pricing service or at a price obtained from one or more of the major broker-dealers. In cases where broker-dealer quotes are obtained, the Adviser may establish procedures whereby changes in market yields or spreads are used to adjust, on a daily basis, a recently obtained quoted price on a security. Swaps and other derivatives are valued daily, primarily using independent pricing services, independent pricing models using market inputs, as well as third party broker-dealers or counterparties. Open-end mutual funds are valued at the closing net asset value per share, while exchange-traded funds are valued at the closing market price per share.

Securities for which market quotations are not readily available (including restricted securities) or are deemed unreliable are valued at fair value as deemed appropriate by the Adviser. Factors considered in making this determination may include, but are not limited to, information obtained by contacting the issuer, analysts, analysis of the issuer’s financial statements or other available documents. In addition, the Fund may use fair value pricing for securities primarily traded in non-U.S. markets because most foreign markets close well before the Fund values its securities at 4:00 p.m., Eastern Time. The earlier close of these foreign markets gives rise to the possibility that significant events, including broad market moves, may have occurred in the interim and may materially affect the value of those securities. To account for this, the Fund generally values many of its foreign equity securities using fair value prices based on third party vendor modeling tools to the extent available.

 

ABFunds.com  

AB Mid Cap Value Portfolio 9


NOTES TO FINANCIAL STATEMENTS (continued)

 

2. Fair Value Measurements

In accordance with U.S. GAAP regarding fair value measurements, fair value is defined as the price that the Fund would receive to sell an asset or pay to transfer a liability in an orderly transaction between market participants at the measurement date. U.S. GAAP establishes a framework for measuring fair value, and a three-level hierarchy for fair value measurements based upon the transparency of inputs to the valuation of an asset or liability (including those valued based on their market values as described in Note A.1 above). Inputs may be observable or unobservable and refer broadly to the assumptions that market participants would use in pricing the asset or liability. Observable inputs reflect the assumptions market participants would use in pricing the asset or liability based on market data obtained from sources independent of the Fund. Unobservable inputs reflect the Fund’s own assumptions about the assumptions that market participants would use in pricing the asset or liability based on the best information available in the circumstances. Each investment is assigned a level based upon the observability of the inputs which are significant to the overall valuation. The three-tier hierarchy of inputs is summarized below.

 

   

Level 1—quoted prices in active markets for identical investments

   

Level 2—other significant observable inputs (including quoted prices for similar investments, interest rates, prepayment speeds, credit risk, etc.)

   

Level 3—significant unobservable inputs (including the Fund’s own assumptions in determining the fair value of investments)

Where readily available market prices or relevant bid prices are not available for certain equity investments, such investments may be valued based on similar publicly traded investments, movements in relevant indices since last available prices or based upon underlying company fundamentals and comparable company data (such as multiples to earnings or other multiples to equity). Where an investment is valued using an observable input, by pricing vendors, such as another publicly traded security, the investment will be classified as Level 2. If management determines that an adjustment is appropriate based on restrictions on resale, illiquidity or uncertainty, and such adjustment is a significant component of the valuation, the investment will be classified as Level 3. An investment will also be classified as Level 3 where management uses company fundamentals and other significant inputs to determine the valuation.

 

10 AB Mid Cap Value Portfolio

  ABFunds.com


NOTES TO FINANCIAL STATEMENTS (continued)

 

The following table summarizes the valuation of the Fund’s investments by the above fair value hierarchy levels as of May 31, 2026:

 

Investments in

Securities:

   Level 1     Level 2     Level 3     Total  

Assets:

 

Common Stocks(a)

   $ 2,692,868     $ – 0  –    $ – 0  –    $ 2,692,868  

Short-Term Investments

     51,927       – 0  –      – 0  –      51,927  
  

 

 

   

 

 

   

 

 

   

 

 

 

Total Investments in Securities

     2,744,795       – 0  –      – 0  –      2,744,795  

Other Financial Instruments(b)

     – 0  –      – 0  –      – 0  –      – 0  – 
  

 

 

   

 

 

   

 

 

   

 

 

 

Total

   $  2,744,795     $  – 0  –    $  – 0  –    $  2,744,795  
  

 

 

   

 

 

   

 

 

   

 

 

 

 

(a)

See Portfolio of Investments for sector classifications.

 

(b)

Other financial instruments include derivative instruments, such as futures, forwards and swaps. Derivative instruments are valued at the unrealized appreciation (depreciation) on the instrument. Other financial instruments may also include swaps with upfront premiums, written options and written swaptions which are valued at market value.

3. Currency Translation

Assets and liabilities denominated in foreign currencies and commitments under forward currency exchange contracts are translated into U.S. dollars at the mean of the quoted bid and ask prices of such currencies against the U.S. dollar. Purchases and sales of portfolio securities are translated into U.S. dollars at the rates of exchange prevailing when such securities were acquired or sold. Income and expenses are translated into U.S. dollars at rates of exchange prevailing when accrued.

Net realized gain or loss on foreign currency transactions represents foreign exchange gains and losses from sales and maturities of foreign fixed income investments, holding of foreign currencies, currency gains or losses realized between the trade and settlement dates on foreign investment transactions, and the difference between the amounts of dividends, interest and foreign withholding taxes recorded on the Fund’s books and the U.S. dollar equivalent amounts actually received or paid. Net unrealized currency gains and losses from valuing foreign currency denominated assets and liabilities at period end exchange rates are reflected as a component of net unrealized appreciation or depreciation of foreign currency denominated assets and liabilities.

4. Taxes

It is the Fund’s policy to meet the requirements of the Internal Revenue Code applicable to regulated investment companies and to distribute all of its investment company taxable income and net realized gains, if any, to shareholders. Therefore, no provisions for federal income or excise taxes are required. 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 net unrealized appreciation/depreciation as such income and/or gains are earned.

 

ABFunds.com  

AB Mid Cap Value Portfolio 11


NOTES TO FINANCIAL STATEMENTS (continued)

 

In accordance with U.S. GAAP requirements regarding accounting for uncertainties in income taxes, management has analyzed the Fund’s tax positions taken or expected to be taken on federal and state income tax returns for all open tax years (the current and the prior two tax years) and has concluded that no provision for income tax is required in the Fund’s financial statements.

5. Investment Income and Investment Transactions

Dividend income is recorded on the ex-dividend date or as soon as the Fund is informed of the dividend. Interest income is accrued daily. Investment transactions are accounted for on the date the securities are purchased or sold. Investment gains or losses are determined on the identified cost basis. Non-cash dividends, if any, are recorded on the ex-dividend date at the fair value of the securities received. The Fund amortizes premiums and accretes discounts as adjustments to interest income. The Fund accounts for distributions received from real estate investment trust (“REIT”) investments or from regulated investment companies as dividend income, realized gain, or return of capital based on information provided by the REIT or the investment company.

6. Class Allocations

All income earned and expenses incurred by the Fund are borne on a pro-rata basis by each outstanding class of shares, based on the proportionate interest in the Fund represented by the net assets of such class, except for class specific expenses which are allocated to the respective class. Realized and unrealized gains and losses are allocated among the various share classes based on respective net assets.

7. Dividends and Distributions

Dividends and distributions to shareholders, if any, are recorded on the ex-dividend date. Income dividends and capital gains distributions are determined in accordance with federal tax regulations and may differ from those determined in accordance with U.S. GAAP. To the extent these differences are permanent, such amounts are reclassified within the capital accounts based on their federal tax basis treatment; temporary differences do not require such reclassification.

8. Offering Expenses

Offering expenses of $126,816 were deferred and amortized on a straight line basis over a one year period starting from April 30, 2024 (commencement of operations).

9. Cash and Short-Term Investments

Cash and short-term investments include cash on hand and short-term investments with maturities of less than one year when purchased.

 

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NOTES TO FINANCIAL STATEMENTS (continued)

 

10. Segment Information

The Fund represents a single operating segment. An operating segment is defined in U.S. GAAP as a component of a public entity that engages in business activities from which it may recognize revenues and incur expenses, has operating results that are regularly reviewed by the public entity’s chief operating decision maker (“CODM”) to make decisions about resources to be allocated to the segment and assess its performance, and has discrete financial information available. The Fund’s President is the CODM. The CODM monitors the operating results of the Fund as a whole and the predetermined Fund’s long term investment strategy, which is executed by the portfolio management group. The qualitative and quantitative information contained within the financial statements is used by the CODM to assess the segment’s performance versus the Fund’s comparative benchmark and to make resource allocation decisions. Segment assets are reflected on the statement of assets and liabilities and segment expenses are listed on the statement of operations.

NOTE B

Advisory Fee and Other Transactions with Affiliates

Under the terms of the investment advisory agreement, the Fund pays the Adviser an advisory fee at an annual rate of .63% of the first $2.5 billion, .605% of the next $2.5 billion and .58% in excess of $5 billion of the Fund’s average daily net assets. The fee is accrued daily and paid monthly. The Adviser has agreed to waive fees and/or bear expenses of the Fund to the extent necessary to prevent total other expenses (excluding transfer agent expenses, acquired fund fees and expenses other than the advisory fees of any AB Mutual Funds in which the Fund may invest, interest expense, taxes, extraordinary expenses, and brokerage commissions and other transaction costs), on an annualized basis, from exceeding 0.02% of the average daily net assets for Class Z shares (“expense limitation”). For the six months ended May 31, 2026, such reimbursements/waivers amounted to $92,816. The expense limitations and waiver agreement will each remain in effect until February 28, 2027, and may only be terminated or changed with the consent of the Board.

On March 26, 2026, Equitable Holdings, Inc. (“Equitable”), the owner of the Adviser, entered into an Agreement and Plan of Merger (“Merger Agreement”), by and among Equitable, Corebridge Financial, Inc. (“Corebridge”) and various Corebridge subsidiaries. Equitable and Corebridge have agreed, subject to the terms and conditions of the Merger Agreement, to effect an all-stock merger transaction to combine their respective businesses into a newly-formed company (the “Transaction”). The closing of the Transaction may be deemed an “assignment” of the investment advisory agreement between the Fund and the Adviser. In order to ensure that the existing investment advisory services could continue uninterrupted, at a meeting held on May 5-7, 2026, the Boards of Directors/Trustees (the “Boards”) of the funds managed by the Adviser (the “AB Funds”), including the Fund, approved new investment advisory agreements with

 

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AB Mid Cap Value Portfolio 13


NOTES TO FINANCIAL STATEMENTS (continued)

 

the Adviser, in connection with the Transaction. The Boards also agreed to call and hold a joint meeting of shareholders on August 3, 2026, for shareholders of each AB Fund to approve the new investment advisory agreement with the Adviser that would be effective after the closing of the Transaction.

Pursuant to the investment advisory agreement, the Fund may reimburse the Adviser for certain legal and accounting services provided to the Fund by the Adviser. For the six months ended May 31, 2026, the cost of such services amounted to $46,104, such amount was waived by the Adviser and is included in the expenses waived on the statement of operations.

The Fund compensates AllianceBernstein Investor Services, Inc. (“ABIS”), a wholly-owned subsidiary of the Adviser, under a Transfer Agency Agreement for providing personnel and facilities to perform transfer agency services for the Fund. ABIS may make payments to intermediaries that provide omnibus account services, sub-accounting services and/or networking services. Such compensation retained by ABIS amounted to $253 for the six months ended May 31, 2026.

The Fund may invest in AB Government Money Market Portfolio which has a contractual annual advisory fee rate of .20% of the portfolio’s average daily net assets and bears its own expenses. Effective September 1, 2023, the Adviser has contractually agreed to waive .05% of the advisory fee of AB Government Money Market Portfolio (resulting in a net advisory fee of .15%) until August 31, 2024. In connection with the investment by the Fund in AB Government Money Market Portfolio, the Adviser has contractually agreed to waive its advisory fee from the Fund in an amount equal to the Fund’s pro rata share of the effective advisory fee of AB Government Money Market Portfolio, as borne indirectly by the Fund as an acquired fund fee and expense. For the six months ended May 31, 2026, such waiver amounted to $31.

A summary of the Fund’s transactions in AB mutual funds for the six months ended May 31, 2026 is as follows:

 

Fund

  Market Value
11/30/25
(000)
    Purchases
at Cost
(000)
    Sales
Proceeds
(000)
    Market Value
5/31/26
(000)
    Dividend
Income
(000)
 

AB Government Money Market Portfolio

  $  48     $  92     $  88     $  52     $  1  

AB Government Money Market Portfolio*

    – 0  –       200        200       – 0  –      0 ** 
       

 

 

   

 

 

 
        $ 52     $ 1  
       

 

 

   

 

 

 

 

*

Investments of cash collateral for securities lending transactions (see Note E).

 

**

Amount is less than $500.

During the year ended November 30, 2025, the Adviser reimbursed the Fund $55 for trading losses incurred due to a trade entry error.

 

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NOTES TO FINANCIAL STATEMENTS (continued)

 

NOTE C

Distribution Services Agreement

The Fund has adopted a Distribution and Service Plan pursuant to Rule 12b-1 of the Act which permits the Fund to pay distribution and servicing fees not to exceed .25% per year of the Fund’s average daily net assets. No such fees are currently paid, and the Board has not approved the commencement of payments under the Rule 12b-1 Distribution and Service Plan.

NOTE D

Investment Transactions

Purchases and sales of investment securities (excluding short-term investments) for the six months ended May 31, 2026 were as follows:

 

     Purchases     Sales  

Investment securities (excluding U.S. government securities)

   $  460,151     $  443,958  

U.S. government securities

     – 0  –      – 0  – 

The cost of investments for federal income tax purposes was substantially the same as the cost for financial reporting purposes. Accordingly, gross unrealized appreciation and unrealized depreciation are as follows:

 

Gross unrealized appreciation

   $ 604,273  

Gross unrealized depreciation

     (81,060
  

 

 

 

Net unrealized appreciation

   $  523,213  
  

 

 

 

1. Derivative Financial Instruments

The Fund may use derivatives in an effort to earn income and enhance returns, to replace more traditional direct investments, to obtain exposure to otherwise inaccessible markets (collectively, “investment purposes”), or to hedge or adjust the risk profile of its portfolio.

The Fund did not engage in derivatives transactions for the six months ended May 31, 2026.

2. Currency Transactions

The Fund may invest in non-U.S. Dollar-denominated securities on a currency hedged or unhedged basis. The Fund may seek investment opportunities by taking long or short positions in currencies through the use of currency-related derivatives, including forward currency exchange contracts, futures and options on futures, swaps, and other options. The Fund may enter into transactions for investment opportunities when it anticipates that a foreign currency will appreciate or depreciate in value but securities denominated in that currency are not held by the Fund and do not present attractive investment opportunities. Such transactions may also be used when the Adviser believes that it may be more efficient than a direct investment in a foreign currency-denominated security. The

 

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NOTES TO FINANCIAL STATEMENTS (continued)

 

Fund may also conduct currency exchange contracts on a spot basis (i.e., for cash at the spot rate prevailing in the currency exchange market for buying or selling currencies).

NOTE E

Securities Lending

The Fund may enter into securities lending transactions. Under the Fund’s securities lending program, all loans of securities will be collateralized continually by cash collateral and/or non-cash collateral. Non-cash collateral will include only securities issued or guaranteed by the U.S. government or its agencies or instrumentalities. If the Fund cannot sell or repledge any non-cash collateral, such collateral will not be reflected in the portfolio of investments. If a loan is collateralized by cash, the Fund will be compensated for the loan from a portion of the net return from the income earned on cash collateral after a rebate is paid to the borrower (in some cases, this rebate may be a “negative rebate” or fee paid by the borrower to the Fund in connection with the loan), and payments are made for fees of the securities lending agent and for certain other administrative expenses. If the Fund receives non-cash collateral, the Fund will receive a fee from the borrower generally equal to a negotiated percentage of the market value of the loaned securities. The Fund will have the right to call a loan and obtain the securities loaned at any time on notice to the borrower within the normal and customary settlement time for the securities. While the securities are on loan, the borrower is obligated to pay the Fund amounts equal to any dividend income or other distributions from the securities; however, these distributions will not be afforded the same preferential tax treatment as qualified dividends. The Fund will not be able to exercise voting rights with respect to any securities during the existence of a loan, but will have the right to regain ownership of loaned securities in order to exercise voting or other ownership rights. Collateral received and securities loaned are marked to market daily to ensure that the securities loaned are secured by collateral. The lending agent currently invests the cash collateral received in AB Government Money Market Portfolio, an eligible money market vehicle, in accordance with the investment restrictions of the Fund, and as approved by the Board. The collateral received on securities loaned is recorded as an asset as well as a corresponding liability in the statement of assets and liabilities. The collateral will be adjusted the next business day to maintain the required collateral amount. The amounts of securities lending income from the borrowers and AB Government Money Market Portfolio are reflected in the statement of operations. When the Fund earns net securities lending income from AB Government Money Market Portfolio, the income is inclusive of a rebate expense paid to the borrower. In connection with the cash collateral investment by the Fund in AB Government Money Market Portfolio, the Adviser has agreed to waive a portion of the Fund’s share of the advisory fees of AB Government Money Market Portfolio, as borne indirectly by the Fund as an acquired fund fee and expense. When the Fund lends securities, its investment performance will continue to reflect changes in the value of the securities loaned.

 

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NOTES TO FINANCIAL STATEMENTS (continued)

 

A principal risk of lending portfolio securities is that the borrower may fail to return the loaned securities upon termination of the loan and that the collateral will not be sufficient to replace the loaned securities. The lending agent has agreed to indemnify the Fund in the case of default of any securities borrower.

A summary of the Fund’s transactions surrounding securities lending for the period ended May 31, 2026 is as follows:

 

                        AB Government Money
Market Portfolio
 
Market
Value of
Securities
on Loan*
    Cash
Collateral*
    Market
Value of
Non-Cash
Collateral*
    Income from
Borrowers
    Income
Earned
    Advisory Fee
Waived
 
$  53,138     $  – 0  –    $  55,461     $  19     $  9     $  4  

 

*

As of May 31, 2026.

NOTE F

Capital Stock

Transactions in capital shares for each class were as follows:

 

    Shares           Amount  
    Six Months Ended
May 31, 2026
(unaudited)
    Year Ended
November 30,
2025
          Six Months Ended
May 31, 2026
(unaudited)
    Year Ended
November 30,
2025
 
 

 

 

 

Shares sold

    – 0  –      – 0  –      $ – 0  –    $ – 0  – 

 

 

Shares issued in reinvestment of dividends and distributions

    10,759       2,754         120,600       30,018  

 

 

Shares redeemed

    – 0  –      – 0  –        – 0  –      – 0  – 

 

 

Net increase

    10,759       2,754       $ 120,600     $ 30,018  

 

 

NOTE G

Risks Involved in Investing in the Fund

Market Risk—The value of the Fund’s investments will fluctuate as the market or markets in which the Fund invests fluctuate. The value of the Fund’s investments may decline, sometimes rapidly and unpredictably, simply because of economic changes or other events, including public health crises (including the occurrence of a contagious disease or illness), terrorism, war, changing interest rate levels, the imposition of new or additional tariffs, and regional and global conflicts, that affect large portions of the market. It includes the risk that a particular style of investing may be underperforming the market generally.

Capitalization Risk—Investments in small- and mid-capitalization companies may be more volatile than investments in large-capitalization companies. Investments in small- and mid-capitalization companies may have additional risks because these companies have limited product lines, markets, or financial resources.

 

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AB Mid Cap Value Portfolio 17


NOTES TO FINANCIAL STATEMENTS (continued)

 

Sector Risk—The Fund may have more risk because it may invest to a significant extent in one or more particular market sectors, such as the industrials sector. To the extent it does so, market or economic factors affecting the relevant sector(s) could have a major effect on the value of the Fund’s investments.

Derivatives Risk—Derivatives may be difficult to price or unwind and leveraged so that small changes may produce disproportionate losses for the Fund. A short position in a derivative instrument involves the risk of a theoretically unlimited increase in the value of the underlying asset, reference rate or index, which could cause the Fund to suffer a potentially unlimited loss. Derivatives, especially over-the-counter derivatives, are also subject to counterparty risk, which is the risk that the counterparty (the party on the other side of the transaction) on a derivative transaction will be unable or unwilling to honor its contractual obligations to the Fund.

Focused Portfolio Risk—Investments in a limited number of companies may have more risk because changes in the value of a single security may have a more significant effect, either negative or positive, on the Fund’s net asset value, or NAV.

Foreign (Non-U.S.) Risk—Investments in securities of non-U.S. issuers may involve more risk than those of U.S. issuers. These securities may fluctuate more widely in price and may be more difficult to trade due to adverse market, economic, political, regulatory or other factors.

Currency Risk—Fluctuations in currency exchange rates may negatively affect the value of the Fund’s investments or reduce its returns.

Capital Gain Risk—A substantial portion of the Fund’s net asset value is attributable to realized and/or net unrealized capital gains on portfolio securities. If the Fund realizes capital gains in excess of realized capital losses in any fiscal year, it generally expects to make capital gain distributions to shareholders. You may receive distributions that are attributable to appreciation of portfolio securities that happened before you made your investment. Unless you purchase shares through a tax-advantaged account (such as an IRA or 401(k) plan), these distributions will be taxable to you even though they economically represent a return of a portion of your investment. You should consult your tax professional about your investment in the Fund.

Indemnification Risk—In the ordinary course of business, the Fund enters into contracts that contain a variety of indemnifications. The Fund’s maximum exposure under these arrangements is unknown. However, the Fund has not had prior claims or losses pursuant to these indemnification provisions and expects the risk of loss thereunder to be remote. Therefore, the Fund has not accrued any liability in connection with these indemnification provisions.

 

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NOTES TO FINANCIAL STATEMENTS (continued)

 

Management Risk—The Fund is subject to management risk because it is an actively-managed investment fund. The Adviser will apply its investment techniques and risk analyses in making investment decisions, but there is no guarantee that its techniques will produce the intended results. Some of these techniques may incorporate, or rely upon, quantitative models, but there is no guarantee that these models will generate accurate forecasts, reduce risk or otherwise perform as expected.

NOTE H

Joint Credit Facility

A number of open-end mutual funds and ETFs managed by the Adviser, including the Fund, participate in a $325 million credit facility (the “Facility”) intended to provide short-term financing related to redemptions and other short-term liquidity requirements. The Facility, which will expire on June 23, 2026, may be renewed for an additional term dependent upon the election of the participating funds and lenders. A commitment fee of 0.15% per annum of the Facility amount is paid by the participating funds. The portion of the commitment fee related to the ETFs is paid by the Adviser pursuant to the ETF’s unitary fee structure. The Fund did not utilize the Facility during the six months ended May 31, 2026.

NOTE I

Distributions to Shareholders

The tax character of distributions to be paid for the year ending November 30, 2026 will be determined at the end of the current fiscal year. The tax character of distributions paid during the fiscal years ended November 30, 2025 and November 30, 2024 were as follows:

 

     2025      2024  

Distributions paid from:

     

Ordinary income

   $  29,620      $  – 0  – 

Net long-term capital gains

     400        – 0  – 
  

 

 

    

 

 

 

Total taxable distributions

   $ 30,020      $ – 0  – 
  

 

 

    

 

 

 

As of November 30, 2025, the components of accumulated earnings (deficit) on a tax basis were as follows:

 

Undistributed ordinary income

   $ 82,527  

Undistributed capital gains

     35,346  

Unrealized appreciation (depreciation)

     217,346 (a) 
  

 

 

 

Total accumulated earnings (deficit)

   $  335,219 (b) 
  

 

 

 

 

(a)

The difference between book-basis and tax-basis unrealized appreciation (depreciation) is attributable primarily to the tax deferral of losses on wash sales.

 

(b)

The difference between book-basis and tax-basis components of accumulated earnings (deficit) is attributable primarily to the amortization of organizational costs.

 

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AB Mid Cap Value Portfolio 19


NOTES TO FINANCIAL STATEMENTS (continued)

 

For tax purposes, net realized capital losses may be carried over to offset future capital gains, if any. Funds are permitted to carry forward capital losses for an indefinite period, and such losses will retain their character as either short-term or long-term capital losses. As of November 30, 2025, the Fund did not have any capital loss carryforwards.

NOTE J

Subsequent Events

At a meeting held on May 5-7, 2026, the Fund’s Board of Directors approved a fiscal year end change for the Fund from November 30 to June 30, which will be effective for fiscal periods after the reporting period of this report.

Effective June 23, 2026, the revolving credit facility was increased from $325 million to $380 million.

Management has evaluated subsequent events for possible recognition or disclosure in the financial statements through the date the financial statements are issued. Management has determined that there are no other material events that would require disclosure in the Fund’s financial statements through this date.

 

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FINANCIAL HIGHLIGHTS

Selected Data For A Share Of Capital Stock Outstanding Throughout Each Period

 

 

    Six Months
Ended
May 31,
2026
(unaudited)
    Year Ended
November 30,
2025
    April 30,
2024(a) to
November 30,
2024
 
 

 

 

 

Net asset value, beginning of period

    $ 11.64       $ 11.37       $ 10.00  
 

 

 

 

Income From Investment Operations

     

Net investment income(b)(c)

    .05       .13       .08  

Net realized and unrealized gain on investment transactions

    1.64       .29       1.29  

Contributions from affiliates

    – 0  –      .00 (d)      .00 (d) 
 

 

 

 

Net increase in net asset value from operations

    1.69       .42       1.37  
 

 

 

 

Less: Dividends and Distributions

     

Dividends from net investment income

    (.16     (.09     – 0  – 

Distributions from net realized gain on investment transactions

    (.43     (.06     – 0  – 
 

 

 

 

Total dividends and distributions

    (.59     (.15     – 0  – 
 

 

 

 

Net asset value, end of period

    $ 12.74       $ 11.64       $ 11.37  
 

 

 

 

Total Return

     

Total investment return based on net asset value(e)

    15.26     3.78 %(f)      13.70

Ratios/Supplemental Data

     

Net assets, end of period (000’s omitted)

    $2,721       $2,359       $2,275  

Ratio to average net assets of:

     

Expenses, net of waivers/reimbursements

    .67 %(g)      .67     .67 %(g) 

Expenses, before waiver/reimbursements

    11.67 %(g)      15.94     19.92 %(g) 

Net investment income(c)

    .90 %(g)      1.17     1.30 %(g) 

Portfolio turnover rate

    18     52     55

 

(a)

Commencement of operations.

 

(b)

Based on average shares outstanding.

 

(c)

Net of expenses waived/reimbursed by the Adviser.

 

(d)

Amount is less than $.005.

 

(e)

Total investment return is calculated assuming an initial investment made at the net asset value at the beginning of the period, reinvestment of all dividends and distributions at net asset value during the period, and redemption on the last day of the period. Initial sales charges or contingent deferred sales charges are not reflected in the calculation of total investment return. Total investment return does not reflect the deduction of taxes that a shareholder would pay on Fund distributions or the redemption of fund shares. Total investment return calculated for a period of less than one year is not annualized.

 

(f)

The net asset value and total investment return include adjustments in accordance with accounting principles generally accepted in the United States of America for financial reporting purposes. As such, the net asset value and total investment return for shareholder transactions may differ from financial statements.

 

(g)

Annualized.

See notes to financial statements.

 

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AB Mid Cap Value Portfolio 21


Information Regarding the Review and Approval of the Fund’s Proposed New Advisory Agreement and Interim Advisory Agreement in the Context of a Potential Assignment

As described in more detail in the Proxy Statement for the AB Funds dated June 23, 2026, the Boards of the AB Funds, at a meeting held in-person on May 5-7, 2026, approved new advisory agreements with the Adviser (the “Proposed Agreements”) for the AB Funds, including AB Cap Fund, Inc. in respect of AB Mid Cap Value Portfolio (the “Fund”), in connection with an Agreement and Plan of Merger (the “Merger Agreement”) by and among Equitable Holdings, Inc. (“Equitable”) (the holder of a majority of the partnership interests in the Adviser and the indirect parent of AllianceBernstein Corporation, the general partner of the Adviser), Corebridge Financial, Inc. (“Corebridge”), and various Corebridge subsidiaries, pursuant to which Equitable and Corebridge have agreed, subject to the terms and conditions of the Merger Agreement, to effect an all-stock merger transaction to combine their respective businesses into a newly formed company. Because Equitable controls the Adviser, the Merger may result in an “assignment” (within the meaning of section 2(a)(4) of the Investment Company Act) of the current advisory agreements for the AB Funds, including the Fund’s current Advisory Agreement, resulting in the automatic termination of such advisory agreements.

At the same meeting, the AB Boards also considered and approved interim advisory agreements with the Adviser (the “Interim Advisory Agreements”) for the AB Funds, including the Fund, to be effective only in the event that stockholder approval of a Proposed Agreement had not been obtained as of the date of the Merger resulting in an “assignment” of the Adviser’s current advisory agreements and their automatic termination.

A discussion regarding the basis for the Boards’ approvals at the meeting held on May 5-7, 2026, is set forth below.

At a meeting of the Boards held in-person on May 5-7, 2026, the Adviser presented its recommendation that the Boards consider and approve the Proposed Agreements. The Current Agreements provide for automatic termination in the event of an assignment, and the closing of the transaction contemplated by the Merger Agreement may result in an assignment. The Proposed Agreements are being considered to take effect upon the closing, subject to stockholder approval. In connection with their approval of the Proposed Agreements, the Boards considered their conclusions in connection with their most recent approvals of the Current Agreements, in particular in cases where the last approval of a Current Agreement was relatively recent, including the Boards’ general satisfaction with the nature and quality of services being provided and, as applicable, in the case of certain Funds, actions taken or to be taken in an effort to improve investment performance or reduce expense ratios. Also in connection with their approval of the Proposed Agreements, the Boards considered a representation made to them at that time by the Adviser that there were no additional developments not already disclosed to the Boards since their most recent approvals of the Current Agreements that would be a material consideration to the Boards in

 

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connection with their consideration of the Proposed Agreements, except for matters disclosed to the Boards by the Adviser. The Directors considered the fact that each Proposed Agreement would have corresponding terms and conditions identical to those of the corresponding Current Agreement with the exception of the effective date and initial term under the Proposed Agreement.

The Directors considered their knowledge of the nature and quality of the services provided by the Adviser to each Fund gained from their experience as directors or trustees of registered investment companies advised by the Adviser, their overall confidence in the Adviser’s integrity and competence they have gained from that experience, the Adviser’s initiative in identifying and raising potential issues with the Directors and its responsiveness, frankness and attention to concerns raised by the Directors in the past, including the Adviser’s willingness to consider and implement organizational and operational changes designed to improve investment results and the services provided to the Funds. The Directors noted that they have four regular meetings each year, at each of which they review extensive materials and information from the Adviser, including information on the investment performance of each Fund.

The Directors also considered all factors they believed relevant, including the specific matters discussed below. During the course of their deliberations, the Directors evaluated, among other things, the reasonableness of the management fees of the Funds they oversee. The Directors did not identify any particular information that was all-important or controlling, and different Directors may have attributed different weights to the various factors. The Directors determined that the selection of the Adviser to manage the Funds, and the overall arrangements between the Funds and the Adviser, as provided in the Proposed Agreements, including the management fees, were fair and reasonable in light of the services performed under the Current Agreements and to be performed under the Proposed Agreements, expenses incurred and to be incurred and such other matters as the Directors considered relevant in the exercise of their business judgment. The material factors and conclusions that formed the basis for the Directors’ determinations included the following:

Nature, Extent and Quality of Services Provided

The Directors considered the scope and quality of services to be provided by the Adviser under the Proposed Agreements, including the quality of the investment research capabilities of the Adviser and the other resources it has dedicated to performing services for the Funds. They also considered the information that had been provided to them by the Adviser concerning the anticipated implementation of the Merger Agreement and the Adviser’s representation that it did not anticipate that such implementation would affect the management or structure of the Adviser, have a material adverse effect on the Adviser, or adversely affect the quality of the services provided to the Funds by the Adviser and its affiliates. The Directors noted that the Adviser from time to time reviews each Fund’s investment strategies and from time to time proposes changes intended to improve the Fund’s relative or absolute performance for the Directors’ consideration. They also noted the professional experience and qualifications of each Fund’s

 

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AB Mid Cap Value Portfolio 23


portfolio management team and other senior personnel of the Adviser. The Directors also considered that certain Proposed Agreements, similar to the corresponding Current Agreements, provide that the Funds will reimburse the Adviser for the cost to it of providing certain clerical, accounting, administrative and other services to the Funds by employees of the Adviser or its affiliates, and that the Adviser receives similar reimbursements from AMMAF pursuant to a separate Administrative Reimbursement Agreement. Requests for these reimbursements are made on a quarterly basis and subject to approval by the Directors. Reimbursements, to the extent requested and paid, result in a higher rate of total compensation from the Funds to the Adviser than the fee rate stated in the Proposed Agreements. The Directors noted that the Adviser did not request any reimbursements from certain Funds in the Funds’ latest fiscal year reviewed and that, in the case of the AB ETFs, the Adviser does not expect to request such reimbursements. The Directors noted that the methodology to be used to determine the reimbursement amounts had been reviewed by an independent consultant at the request of the Directors. The quality of administrative and other services, including the Adviser’s role in coordinating the activities of the Funds’ other service providers, also was considered. The Directors concluded that, overall, they were satisfied with the nature, extent and quality of services to be provided to each Fund under the Proposed Agreement for the Fund.

Costs of Services to be Provided and Profitability

The Directors reviewed a schedule of the revenues and expenses and related notes indicating the profitability of each Fund to the Adviser for calendar years 2024 and 2025, as applicable, that had been prepared with an expense allocation methodology arrived at in consultation with an independent consultant at the request of the Directors. The Directors noted the assumptions and methods of allocation used by the Adviser in preparing fund-specific profitability data and understood that there are a number of potentially acceptable allocation methodologies for information of this type. The Directors noted that the profitability information reflected all revenues and expenses of the Adviser’s relationship with a Fund, including those relating to its subsidiaries that provide transfer agency, distribution and brokerage services to the Fund, as applicable. The Directors recognized that it is difficult to make comparisons of the profitability of the Proposed Agreements with the profitability of fund advisory contracts for unaffiliated funds because comparative information is not generally publicly available and is affected by numerous factors. The Directors focused on the profitability of the Adviser’s relationship with each Fund before taxes and distribution expenses, as applicable. The Directors noted that certain Funds were not profitable to the Adviser in one or more periods reviewed. The Directors concluded that the Adviser’s level of profitability from its relationship with the other Funds was not unreasonable. The Directors were unable to consider historical information about the profitability of certain Funds that had recently commenced operations and for which historical profitability information was not available. The Adviser agreed to provide the Directors with profitability information in connection with future proposed continuances of the Proposed Agreements.

 

24 AB Mid Cap Value Portfolio

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Fall-Out Benefits

The Directors considered the other benefits to the Adviser and its affiliates from their relationships with the Funds and the money market fund or other underlying funds advised by the Adviser in which the Funds invests, as applicable, including, but not limited to, as applicable, benefits relating to soft dollar arrangements (whereby investment advisers receive brokerage and research services from brokers that execute agency transactions for their clients) in the case of certain Funds; 12b-1 fees and sales charges received by the principal underwriter (which is a wholly owned subsidiary of the Adviser) in respect of certain classes of the shares of most of the Funds; brokerage commissions paid by certain Funds to brokers affiliated with the Adviser; and transfer agency fees paid by most of the Funds to a wholly owned subsidiary of the Adviser. The Directors recognized that the Adviser’s profitability would be somewhat lower, and that a Fund’s unprofitability to the Adviser would be exacerbated, without these benefits. The Directors understood that the Adviser also might derive reputational and other benefits from its association with the Funds.

Investment Results

In addition to the information reviewed by the Directors in connection with the Board meeting at which the Proposed Agreements were approved, the Directors receive detailed performance information for the Funds at each regular Board meeting during the year.

The Boards’ consideration of each Proposed Agreement was informed by their most recent approval of the related Current Agreement, and, in the case of certain Funds, their discussion with the Adviser of the reasons for those Funds’ underperformance in certain periods. The Directors also reviewed updated performance information and, in some cases, discussed with the Adviser the reasons for changes in performance or continued underperformance. On the basis of this review, the Directors determined to continue to monitor the performance of certain Funds closely and concluded that the investment performance of each other Fund was acceptable.

Management Fees and Other Expenses

The Directors considered the management fee rate payable by each Fund to the Adviser and information prepared by an independent service provider (the ‘‘15(c) provider’’) concerning management fee rates payable by other funds or exchange-traded funds (“ETFs”), as applicable, in the same category as the Fund or the AB ETFs, as applicable. In the case of the AB ETFs, the Directors noted that the management fee is a unitary fee and that the Adviser pays all expenses of the Fund except for certain expenses payable by the Fund such as interest expense, taxes, extraordinary expenses, and brokerage commissions and other transaction costs. The Directors recognized that it is difficult to make comparisons of management fees because there are variations in the services that are included in the fees paid by other funds or ETFs. The Directors also considered the Adviser’s fee waivers for certain Funds. The Directors compared each Fund’s contractual management fee rate with a peer group median, and

 

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AB Mid Cap Value Portfolio 25


where applicable, took into account the impact on the management fee rate of the administrative expense reimbursement paid to the Adviser in the latest fiscal year. In the case of the ACS Funds, the Directors noted that the management fee rate is zero but also were cognizant that the Adviser is indirectly compensated by the wrap fee program sponsors that use the ACS Funds as an investment vehicle for their clients.

The Directors also considered the Adviser’s fee schedule for other clients utilizing investment strategies similar to those of each Fund. For this purpose, they reviewed the relevant advisory fee information from the Adviser’s Form ADV and in a report from the Funds’ Senior Vice President and noted the differences between a Fund’s fee schedule, on the one hand, and the Adviser’s institutional fee schedule and the schedule of fees charged by the Adviser to any offshore funds and for services to any sub-advised funds utilizing investment strategies similar to those of the Fund, on the other, as applicable. The Directors noted that the Adviser may, in some cases, agree to fee rates with large institutional clients that are lower than those reviewed by the Directors and that they had previously discussed with the Adviser its policies in respect of such arrangements. The Adviser also informed the Directors that, in the case of certain Funds, there were no institutional accounts managed by the Adviser that utilize investment strategies similar to those of the Funds.

In the case of the AB ETFs, the Directors noted that the unitary fees for those Funds cover additional services provided by third parties and thus are not directly comparable to the Adviser’s institutional fee schedules and the schedules of fees for most other funds advised by the Adviser. The Adviser reviewed with the Directors the significantly greater scope of the services it provides to each Fund relative to institutional, offshore fund and sub-advised fund clients, as applicable. In this regard, the Adviser noted, among other things, that, compared to institutional and offshore or sub-advisory accounts, each Fund, as applicable, (i) demands considerably more portfolio management, research and trading resources due to significantly higher daily cash flows (in the case of open-end Funds) and, in the case of the AB ETFs, demands considerably more managerial and administrative resources due to the potential for frequent creations and redemptions of shares; (ii) has more tax and regulatory restrictions and compliance obligations; (iii) must prepare and file or distribute regulatory and other communications about fund operations; and (iv) must provide shareholder servicing to retail investors. The Adviser also reviewed the greater legal risks presented by the large and changing population of Fund shareholders who may assert claims against the Adviser in individual or class actions, and the greater entrepreneurial risk in offering new fund products, which require substantial investment to launch, may not succeed, and generally must be priced to compete with larger, more established funds resulting in lack of profitability to the Adviser until a new fund achieves scale. In light of the substantial differences in services rendered by the Adviser to institutional, offshore fund and sub-advised fund clients as compared to the Funds, and the different risk profile, the Directors considered these fee comparisons inapt and did not place significant weight on them in their deliberations.

 

26 AB Mid Cap Value Portfolio

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In connection with their review of each Fund’s management fee, the Directors also considered the total expense ratio of the Fund in comparison to the medians for a peer group and a peer universe of funds or ETFs, as applicable, selected by the 15(c) provider. The Directors also considered the Adviser’s expense caps for certain Funds. The Directors view expense ratio information as relevant to their evaluation of the Adviser’s services because the Adviser is responsible for coordinating services provided to a Fund by others, and in most cases, the Adviser is responsible for paying such services under its unitary fee arrangement with the AB ETFs.

The Boards’ consideration of each Proposed Agreement was informed by their most recent approval of the related Current Agreement, and, in the case of certain Funds, their discussion with the Adviser of the reasons for those Funds’ expense ratios in certain periods. On the basis of this review, the Directors concluded that each Fund’s expense ratio was acceptable.

The Directors did not consider comparative expense information for the ACS Funds because those Funds do not bear ordinary expenses.

Economies of Scale

The Directors noted that the management fee schedules for certain Funds do not contain breakpoints and that they had discussed their strong preference for breakpoints in advisory contracts with the Adviser. The Directors took into consideration prior presentations by an independent consultant on economies of scale in the mutual fund industry and for the Funds, and presentations from time to time by the Adviser concerning certain of its views on economies of scale. The Directors also had requested and received from the Adviser certain updates on economies of scale in advance of the Board meeting. The Directors believe that economies of scale may be realized (if at all) by the Adviser across a variety of products and services, and not only in respect of a single fund. The Directors noted that there is no established methodology for setting breakpoints that give effect to the fund-specific services provided by a fund’s adviser and to the economies of scale that an adviser may realize in its overall mutual fund business or those components of it which directly or indirectly affect a fund’s operations. The Directors observed that in the mutual fund industry as a whole, as well as among funds or ETFs, as applicable, similar to each Fund, there is no uniformity or pattern in the fees and asset levels at which breakpoints (if any) apply. The Directors also noted that the advisory agreements for many funds and ETFs do not have breakpoints at all. The Directors informed the Adviser that they would monitor the asset levels of the Funds without breakpoints and their profitability to the Adviser and anticipated revisiting the question of breakpoints in the future if circumstances warrant doing so.

The Directors did not consider the extent to which fee levels in the Advisory Agreement for the ACS Funds reflect economies of scale because that Advisory Agreement does not provide for any compensation to be paid to the Adviser by the ACS Funds and the expense ratio of each of those Funds is zero.

 

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AB Mid Cap Value Portfolio 27


Interim Advisory Agreements

In approving the Interim Advisory Agreements, the Boards, with the assistance of independent counsel, considered similar factors to those considered in approving the Proposed Agreements. The Interim Advisory Agreements approved by the Boards are identical to the Proposed Agreements, as well as the Current Agreements, in all material respects except for their proposed effective and termination dates and provisions intended to comply with the requirements of the relevant SEC rule, such as provisions requiring escrow of advisory fees. Under an Interim Advisory Agreement, the Adviser would continue to manage a Fund until a new advisory agreement was approved by stockholders or until the end of the 150-day period after termination of the Current Agreement, whichever would occur earlier. All fees earned by the Adviser under an Interim Advisory Agreement would be held in escrow pending shareholder approval of the Proposed Agreement. Upon approval of a new advisory agreement by stockholders, the escrowed management fees would be paid to the Adviser, and the Interim Advisory Agreement would terminate.

Information Regarding the Review and Approval of the Fund’s Current Advisory Agreement

The disinterested directors (the “directors”) of AB Cap Fund, Inc. (the “Company”) unanimously approved the continuance of the Company’s Advisory Agreement with the Adviser in respect of AB Mid Cap Value Portfolio (the “Fund”) at a meeting held in-person on May 5-7, 2026 (the “Meeting”).

Prior to approval of the continuance of the Advisory Agreement, the directors had requested from the Adviser, and received and evaluated, extensive materials. They reviewed the proposed continuance of the Advisory Agreement with the Adviser and with experienced counsel who are independent of the Adviser, who advised on the relevant legal standards. The directors also reviewed additional materials, including comparative analytical data prepared by the Senior Vice President of the Fund. The directors also discussed the proposed continuance in private sessions with counsel.

The directors considered their knowledge of the nature and quality of the services provided by the Adviser to the Fund gained from their experience as directors or trustees of most of the registered investment companies advised by the Adviser, their overall confidence in the Adviser’s integrity and competence they have gained from that experience, the Adviser’s initiative in identifying and raising potential issues with the directors and its responsiveness, frankness and attention to concerns raised by the directors in the past, including the Adviser’s willingness to consider and implement organizational and operational changes designed to improve investment results and the services provided to the AB Funds. The directors noted that they have four regular meetings each year, at each of which they review extensive materials and information from the Adviser, including information on the investment performance of the Fund.

The directors also considered all factors they believed relevant, including the specific matters discussed below. During the course of their deliberations, the

 

28 AB Mid Cap Value Portfolio

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directors evaluated, among other things, the reasonableness of the advisory fee. The directors did not identify any particular information that was all-important or controlling, and different directors may have attributed different weights to the various factors. The directors determined that the selection of the Adviser to manage the Fund and the overall arrangements between the Fund and the Adviser, as provided in the Advisory Agreement, including the advisory fee, were fair and reasonable in light of the services performed, expenses incurred and such other matters as the directors considered relevant in the exercise of their business judgment. The material factors and conclusions that formed the basis for the directors’ determinations included the following:

Nature, Extent and Quality of Services Provided

The directors considered the scope and quality of services provided by the Adviser under the Advisory Agreement, including the quality of the investment research capabilities of the Adviser and the other resources it has dedicated to performing services for the Fund. The directors noted that the Adviser from time to time reviews the Fund’s investment strategies and may from time to time propose changes intended to improve the Fund’s relative or absolute performance for the directors’ consideration. They also noted the professional experience and qualifications of the Fund’s portfolio management team and other senior personnel of the Adviser. The directors also considered that the Advisory Agreement provides that the Fund will reimburse the Adviser for the cost to it of providing certain clerical, accounting, administrative and other services to the Fund by employees of the Adviser or its affiliates. Requests for these reimbursements are made on a quarterly basis and subject to approval by the directors. Reimbursements, to the extent requested and paid, result in a higher rate of total compensation from the Fund to the Adviser than the fee rate stated in the Advisory Agreement. The directors noted that the methodology to be used to determine the reimbursement amounts had been reviewed by an independent consultant at the request of the directors. The directors also noted that the Adviser had agreed to waive or reimburse expenses of the Fund to the extent that they exceed an agreed-upon cap, and that, as a result, it was not expected that the Adviser would benefit from reimbursement of its administrative expenses. The quality of administrative and other services, including the Adviser’s role in coordinating the activities of the Fund’s other service providers, also was considered. The directors concluded that, overall, they were satisfied with the nature, extent and quality of services to be provided to the Fund under the Advisory Agreement.

Costs of Services Provided and Profitability

The directors reviewed a schedule of the revenues and expenses and related notes indicating the profitability of the Fund to the Adviser for the period ended December 31, 2024 and calendar year 2025 that had been prepared with an expense allocation methodology arrived at in consultation with an independent consultant at the request of the directors. The directors noted the assumptions and methods of allocation used by the Adviser in preparing fund-specific profitability data and understood that there are a number of potentially acceptable

 

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AB Mid Cap Value Portfolio 29


allocation methodologies for information for this type. The directors noted that the profitability information reflected all revenues and expenses of the Adviser’s relationship with the Fund, including those relating to the subsidiaries that provide transfer agency and distribution services to the Fund. The directors recognized that it is difficult to make comparisons of the profitability of the Advisory Agreement with the profitability of fund advisory contracts for unaffiliated funds because comparative information is not generally publicly available and is affected by numerous factors. The directors focused on the profitability of the Adviser’s relationship with the Fund before taxes and distribution expenses. The directors noted that the Fund was not profitable to the Adviser in the periods reviewed.

Fall-Out Benefits

The directors considered the other benefits to the Adviser and its affiliates from their relationships with the Fund and the money market fund advised by the Adviser in which the Fund invests, including, but not limited to, benefits relating to transfer agency fees paid by the Fund to a wholly owned subsidiary of the Adviser. The directors recognized that the Fund’s unprofitability to the Adviser would be exacerbated without these benefits. The directors also noted that, although the sole class of shares of the Fund currently offered was not subject to a 12b-1 fee or a sales charge, other classes might be offered in the future subject to a12b-1 fee and/or a sale charge that would be received by the Fund’s principal underwriter (which is a wholly owned subsidiary of the Adviser). The directors understood that the Adviser also might derive reputational and other benefits from its association with the Fund.

Investment Results

In addition to the information reviewed by the directors in connection with the Meeting, the directors receive detailed performance information for the Fund at each regular Board meeting.

At the Meeting, the directors reviewed performance information prepared by an independent service provider (the “15(c) service provider”), showing the performance of the Class Z shares of the Fund against a group of similar funds (“peer group”) and a larger group of similar funds (“peer universe”), each selected by the 15(c) service provider, and information prepared by the Adviser showing performance of the Class Z shares against a broad-based securities market index, in each case for the 1-year period ended February 28, 2026, and (in the case of comparisons with the broad-based securities market index) for the period from inception. Based on their review, the directors concluded that the Fund’s investment performance was acceptable.

Advisory Fees and Other Expenses

The directors considered the advisory fee rate payable by the Fund to the Adviser and information prepared by the 15(c) service provider concerning advisory fee rates payable by other funds in the same category as the Fund. The directors recognized that it is difficult to make comparisons of advisory fees because there are variations in the services that are included in the fees payable

 

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by other funds. The directors compared the Fund’s contractual effective advisory fee rate with a peer group median and noted that it was lower than the median. They also noted that the Adviser’s total rate of compensation, taking into account the impact of the administrative expense reimbursement payable to the Adviser in the latest fiscal year and the impact of the Adviser’s expense cap for the Fund, was lower than the median.

The directors also considered the Adviser’s fee schedule for other clients utilizing investment strategies similar to those of the Fund, including a collective investment trust product advised by the Adviser with the same investment strategy as the Fund and a lower advisory fee. For this purpose, they reviewed information provided by the Adviser as well as the relevant advisory fee information from the Adviser’s Form ADV and in a report from the Fund’s Senior Vice President and noted the differences between the Fund’s schedule, on the one hand, and the Adviser’s institutional fee schedule, on the other. The directors noted that the Adviser may, in some cases, agree to fee rates with large institutional clients that are lower than those reviewed by the directors and that they had previously discussed with the Adviser its policies in respect of such arrangements.

The Adviser reviewed with the directors the significantly greater scope of the services it provides to the Fund relative to institutional clients. In this regard, the Adviser noted, among other things, that, compared to institutional accounts, the Fund (i) demands considerably more portfolio management, research and trading resources due to significantly higher daily cash flows; (ii) has more tax and regulatory restrictions and compliance obligations; (iii) must prepare and file or distribute regulatory and other communications about fund operations; and (iv) must provide shareholder servicing to retail investors. The Adviser also reviewed the greater legal risks presented by the large and changing population of Fund shareholders who may assert claims against the Adviser in individual or class actions, and the greater entrepreneurial risk in offering new fund products, which require substantial investment to launch, may not succeed, and generally must be priced to compete with larger, more established funds resulting in lack of profitability to the Adviser until a new fund achieves scale. In light of the substantial differences in services rendered by the Adviser to institutional clients as compared to the Fund, and the different risk profile, the directors considered these fee comparisons inapt and did not place significant weight on them in their deliberations.

In connection with their review of the Fund’s advisory fee, the directors also considered the total expense ratio of the Class Z shares of the Fund in comparison to the medians for a peer group and a peer universe selected by the 15(c) service provider. The Class Z expense ratio of the Fund was based on the Fund’s latest fiscal year and reflected the impact of the Adviser’s expense cap for the Fund. The directors noted that it was likely that the expense ratios of some of the other funds in the Fund’s category were lowered by waivers or reimbursements by those funds’ investment advisers, which in some cases might be voluntary or temporary. The directors view expense ratio information as relevant to their evaluation of the Adviser’s services because the Adviser is

 

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AB Mid Cap Value Portfolio 31


responsible for coordinating services provided to the Fund by others. The directors noted that the Fund’s expense ratio was lower than the medians. Based on their review, the directors concluded that the Fund’s expense ratio was acceptable.

Economies of Scale

The directors noted that the advisory fee schedule for the Fund contains breakpoints that reduce the fee rates on assets above specified levels. The directors took into consideration prior presentations by an independent consultant on economies of scale in the mutual fund industry and for the AB Funds, and presentations from time to time by the Adviser concerning certain of its views on economies of scale. The directors also had requested and received from the Adviser certain updates on economies of scale in advance of the Meeting. The directors believe that economies of scale may be realized (if at all) by the Adviser across a variety of products and services, and not only in respect of a single fund. The directors noted that there is no established methodology for setting breakpoints that give effect to the fund-specific services provided by a fund’s adviser and to the economies of scale that an adviser may realize in its overall mutual fund business or those components of it which directly or indirectly affect a fund’s operations. The directors observed that in the mutual fund industry as a whole, as well as among funds similar to the Fund, there is no uniformity or pattern in the fees and asset levels at which breakpoints (if any) apply. The directors also noted that the advisory agreements for many funds do not have breakpoints at all. Having taken these factors into account, the directors concluded that the Fund’s shareholders would benefit from a sharing of economies of scale in the event the Fund’s net assets exceed a breakpoint in the future.

 

32 AB Mid Cap Value Portfolio

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LOGO

 

AB MID CAP VALUE PORTFOLIO

66 Hudson Boulevard East

New York, NY 10001

800 221 5672

 

 

MIDV-Z-0152-0526     LOGO


May 31, 2026

LOGO

 

SEMI-ANNUAL FINANCIAL STATEMENTS AND ADDITIONAL INFORMATION

AB SMALL CAP VALUE PORTFOLIO

 

 

LOGO


 

 

 
Investment Products Offered  

Are Not FDIC Insured May Lose Value Are Not Bank Guaranteed

Investors should consider the investment objectives, risks, charges and expenses of the Fund carefully before investing. For copies of our prospectus or summary prospectus, which contain this and other information, visit us online at www.abfunds.com or contact your AB representative. Please read the prospectus and/or summary prospectus carefully before investing.

This shareholder report must be preceded or accompanied by the Fund’s prospectus for individuals who are not current shareholders of the Fund.

You may obtain a description of the Fund’s proxy voting policies and procedures, and information regarding how the Fund voted proxies relating to portfolio securities during the most recent 12-month period ended June 30, without charge. Simply visit AB’s website at www.abfunds.com, or go to the Securities and Exchange Commission’s (the “Commission”) website at www.sec.gov, or call AB at (800) 227 4618.

The Fund files its complete schedule of portfolio holdings with the Commission for the first and third quarters of each fiscal year as an exhibit to its reports on Form N-PORT. The Fund’s Form N-PORT reports are available on the Commission’s website at www.sec.gov. AB publishes full portfolio holdings for the Fund monthly at www.abfunds.com.

AllianceBernstein Investments, Inc. (ABI) is the distributor of the AB family of mutual funds. ABI is a member of FINRA and is an affiliate of AllianceBernstein L.P., the Adviser of the funds.

The [A/B] logo and AllianceBernstein® are registered trademarks used by permission of the owner, AllianceBernstein L.P.


PORTFOLIO OF INVESTMENTS

May 31, 2026 (unaudited)

 

Company    Shares     U.S. $ Value  

 

 

COMMON STOCKS – 99.4%

 

Financials – 21.9%

 

Banks – 17.7%

 

1st Source Corp.

     56,544     $ 4,174,078  

Amalgamated Financial Corp.

     167,787       6,959,805  

Bank of Marin Bancorp

     128,398       3,317,804  

Bridgewater Bancshares, Inc.(a)

     180,018       3,395,140  

Civista Bancshares, Inc.

     142,460       3,689,714  

Eagle Bancorp, Inc.

     226,590       6,183,641  

First BanCorp/Puerto Rico

     259,762       6,229,093  

First Bancorp/Southern Pines NC

     100,509       5,912,945  

Flagstar Bank NA

     400,090       5,625,265  

Heritage Financial Corp./WA

     235,461       6,416,312  

HomeTrust Bancshares, Inc.

     72,119       3,351,370  

Horizon Bancorp, Inc.

     296,726       5,504,267  

Independent Bank Corp.

     65,505       5,180,135  

Mid Penn Bancorp, Inc.

     111,905       3,653,698  

Nicolet Bankshares, Inc.

     47,318       6,637,296  

Texas Capital Bancshares, Inc.

     57,251       5,695,902  

TriCo Bancshares

     115,542       5,869,534  

UMB Financial Corp.

     57,640       7,565,826  

WaFd, Inc.

     191,787       6,819,946  

WSFS Financial Corp.

     35,099       2,507,824  
    

 

 

 
       104,689,595  
    

 

 

 

Capital Markets – 0.9%

 

Federated Hermes, Inc.

     98,474       5,520,452  
    

 

 

 

Financial Services – 2.1%

 

HA Sustainable Infrastructure Capital, Inc.

     194,830       7,988,030  

Walker & Dunlop, Inc.

     93,311       4,683,279  
    

 

 

 
       12,671,309  
    

 

 

 

Insurance – 1.2%

 

Horace Mann Educators Corp.

     157,677       7,210,569  
    

 

 

 
       130,091,925  
    

 

 

 

Industrials – 20.2%

 

Aerospace & Defense – 1.1%

    

Ducommun, Inc.(a)

     44,110       6,714,424  
    

 

 

 

Air Freight & Logistics – 0.9%

 

GXO Logistics, Inc.(a)

     104,113       5,217,103  
    

 

 

 

Building Products – 1.3%

 

Gibraltar Industries, Inc.(a)

     115,675       4,470,839  

Tecnoglass, Inc.

     77,574       3,342,663  
    

 

 

 
       7,813,502  
    

 

 

 

Commercial Services & Supplies – 0.8%

 

Onterris, Inc.(a)

     296,024       4,739,344  
    

 

 

 

 

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AB Small Cap Value Portfolio 1


PORTFOLIO OF INVESTMENTS (continued)

 

Company    Shares     U.S. $ Value  

 

 

Construction & Engineering – 3.9%

 

BrightView Holdings, Inc.(a)

     515,098     $ 6,366,611  

Cardinal Infrastructure Group, Inc. – Class A(a)

     180,926       9,388,250  

WillScot Holdings Corp.

     277,236       7,133,283  
    

 

 

 
       22,888,144  
    

 

 

 

Ground Transportation – 2.6%

 

ArcBest Corp.

     40,653       5,556,859  

FTAI Infrastructure, Inc.(b)

     900,445       4,015,985  

Knight-Swift Transportation Holdings, Inc.

     80,123       6,059,702  
    

 

 

 
       15,632,546  
    

 

 

 

Machinery – 4.1%

 

Blue Bird Corp.(a)

     86,827       5,884,266  

JBT Marel Corp.

     44,160       5,934,662  

Tennant Co.

     68,845       5,928,243  

Terex Corp.

     110,101       6,405,676  
    

 

 

 
       24,152,847  
    

 

 

 

Marine Transportation – 0.9%

 

Kirby Corp.(a)

     37,121       5,218,841  
    

 

 

 

Professional Services – 3.8%

 

First Advantage Corp.(a)

     430,181       6,882,896  

Franklin Covey Co.(a)(b)

     250,693       5,946,438  

ICF International, Inc.

     60,919       4,193,664  

Robert Half, Inc.

     181,556       5,345,009  
    

 

 

 
       22,368,007  
    

 

 

 

Trading Companies & Distributors – 0.8%

 

Boise Cascade Co.

     72,735       5,071,084  
    

 

 

 
       119,815,842  
    

 

 

 

Consumer Discretionary – 13.6%

 

Automobile Components – 4.0%

    

BorgWarner, Inc.

     146,448       10,517,895  

Strattec Security Corp.(a)

     53,880       4,308,245  

Versigent PLC(a)

     199,691       8,810,367  
    

 

 

 
       23,636,507  
    

 

 

 

Automobiles – 0.3%

 

Winnebago Industries, Inc.

     61,507       1,826,143  
    

 

 

 

Diversified Consumer Services – 2.6%

 

ADT, Inc.

     735,000       4,931,850  

Frontdoor, Inc.(a)

     96,694       6,001,796  

Laureate Education, Inc.(a)

     138,925       4,444,211  
    

 

 

 
       15,377,857  
    

 

 

 

Hotels, Restaurants & Leisure – 2.2%

 

Bloomin’ Brands, Inc.

     666,885       5,628,509  

Monarch Casino & Resort, Inc.

     63,400       7,624,484  
    

 

 

 
       13,252,993  
    

 

 

 

 

2 AB Small Cap Value Portfolio

  ABFunds.com


PORTFOLIO OF INVESTMENTS (continued)

 

Company    Shares     U.S. $ Value  

 

 

Household Durables – 0.8%

 

Taylor Morrison Home Corp.(a)

     83,560     $ 4,888,260  
    

 

 

 

Leisure Products – 0.6%

 

Callaway Golf Co.(a)

     207,218       3,191,157  
    

 

 

 

Specialty Retail – 0.9%

 

Winmark Corp.

     14,421       5,459,358  
    

 

 

 

Textiles, Apparel & Luxury Goods – 2.2%

 

Oxford Industries, Inc.

     147,839       6,596,576  

Rocky Brands, Inc.

     157,540       6,090,497  
    

 

 

 
       12,687,073  
    

 

 

 
       80,319,348  
    

 

 

 

Information Technology – 11.0%

 

Communications Equipment – 3.1%

    

Calix, Inc.(a)

     97,554       3,877,772  

Extreme Networks, Inc.(a)

     324,789       8,610,156  

Harmonic, Inc.(a)

     394,224       5,956,725  
    

 

 

 
       18,444,653  
    

 

 

 

Electronic Equipment, Instruments & Components – 3.8%

    

Avnet, Inc.

     100,222       8,712,299  

Crane NXT Co.

     130,461       5,067,105  

Plexus Corp.(a)

     31,155       8,360,756  
    

 

 

 
       22,140,160  
    

 

 

 

IT Services – 0.3%

 

Grid Dynamics Holdings, Inc.(a)

     243,482       1,753,070  
    

 

 

 

Semiconductors & Semiconductor Equipment – 3.2%

    

FormFactor, Inc.(a)

     46,223       5,758,923  

Penguin Solutions, Inc.(a)

     142,258       7,942,264  

Universal Display Corp.

     58,005       5,343,421  
    

 

 

 
       19,044,608  
    

 

 

 

Software – 0.6%

 

ACI Worldwide, Inc.(a)

     84,215       3,677,669  
    

 

 

 
       65,060,160  
    

 

 

 

Real Estate – 7.1%

 

Diversified REITs – 0.8%

 

Broadstone Net Lease, Inc.

     235,979       4,773,855  
    

 

 

 

Health Care REITs – 0.6%

 

American Healthcare REIT, Inc.

     73,404       3,588,722  
    

 

 

 

Hotel & Resort REITs – 0.6%

 

Ryman Hospitality Properties, Inc.

     33,069       3,807,234  
    

 

 

 

 

ABFunds.com  

AB Small Cap Value Portfolio 3


PORTFOLIO OF INVESTMENTS (continued)

 

Company    Shares     U.S. $ Value  

 

 

Industrial REITs – 0.6%

 

STAG Industrial, Inc.

     89,519     $ 3,390,084  
    

 

 

 

Office REITs – 1.2%

 

COPT Defense Properties

     222,647       7,138,063  
    

 

 

 

Residential REITs – 1.0%

 

Independence Realty Trust, Inc.

     374,479       6,077,794  
    

 

 

 

Retail REITs – 1.7%

 

Acadia Realty Trust

     276,727       6,093,529  

NETSTREIT Corp.(b)

     202,020       4,092,925  
    

 

 

 
       10,186,454  
    

 

 

 

Specialized REITs – 0.6%

 

CubeSmart

     80,902       3,236,080  
    

 

 

 
       42,198,286  
    

 

 

 

Energy – 6.4%

 

Energy Equipment & Services – 3.2%

    

Seadrill Ltd.(a)

     194,836       9,190,414  

Select Water Solutions, Inc.

     557,647       9,998,611  
    

 

 

 
       19,189,025  
    

 

 

 

Oil, Gas & Consumable Fuels – 3.2%

 

Magnolia Oil & Gas Corp. – Class A

     262,743       7,188,648  

Matador Resources Co.

     137,603       7,375,521  

NexGen Energy Ltd.(a)

     351,616       4,064,681  
    

 

 

 
       18,628,850  
    

 

 

 
       37,817,875  
    

 

 

 

Health Care – 6.3%

 

Biotechnology – 1.5%

    

Cytokinetics, Inc.(a)

     67,514       5,182,374  

Praxis Precision Medicines, Inc. – Class I(a)

     10,275       3,595,942  
    

 

 

 
       8,778,316  
    

 

 

 

Health Care Equipment & Supplies – 3.4%

 

Envista Holdings Corp.(a)

     299,232       7,046,914  

Globus Medical, Inc. – Class A(a)

     93,315       7,640,632  

Integer Holdings Corp.(a)

     60,132       5,374,598  
    

 

 

 
       20,062,144  
    

 

 

 

Health Care Providers & Services – 0.6%

 

Pediatrix Medical Group, Inc.(a)

     165,485       3,564,547  
    

 

 

 

Life Sciences Tools & Services – 0.8%

 

Bio-Techne Corp.

     97,992       5,064,227  
    

 

 

 
       37,469,234  
    

 

 

 

Materials – 6.0%

 

Chemicals – 3.6%

    

AdvanSix, Inc.

     183,821       4,124,943  

Avient Corp.

     155,037       5,491,411  

 

4 AB Small Cap Value Portfolio

  ABFunds.com


PORTFOLIO OF INVESTMENTS (continued)

 

Company    Shares     U.S. $ Value  

 

 

Element Solutions, Inc.

     185,016     $ 7,850,229  

Methanex Corp.

     61,719       3,647,593  
    

 

 

 
       21,114,176  
    

 

 

 

Containers & Packaging – 0.9%

 

O-I Glass, Inc.(a)

     588,345       5,148,019  
    

 

 

 

Metals & Mining – 1.5%

 

Worthington Steel, Inc.

     212,890       8,981,829  
    

 

 

 
       35,244,024  
    

 

 

 

Utilities – 3.5%

 

Electric Utilities – 1.1%

    

IDACORP, Inc.

     47,053       6,600,124  
    

 

 

 

Gas Utilities – 2.1%

 

Chesapeake Utilities Corp.

     38,485       4,745,971  

ONE Gas, Inc.

     95,911       7,456,121  
    

 

 

 
       12,202,092  
    

 

 

 

Independent Power and Renewable Electricity Producers – 0.3%

    

Fervo Energy Co. – Class A(a)

     55,380       2,030,231  
    

 

 

 
       20,832,447  
    

 

 

 

Consumer Staples – 2.9%

 

Consumer Staples Distribution & Retail – 0.9%

    

Sprouts Farmers Market, Inc.(a)

     63,917       5,280,822  
    

 

 

 

Food Products – 1.2%

 

Seneca Foods Corp. – Class A(a)

     47,572       6,840,378  
    

 

 

 

Household Products – 0.8%

 

WD-40 Co.

     24,867       4,972,654  
    

 

 

 
       17,093,854  
    

 

 

 

Communication Services – 0.5%

    

Media – 0.5%

    

Scholastic Corp.(b)

     76,222       3,086,991  
    

 

 

 

Total Common Stocks
(cost $473,105,726)

       589,029,986  
    

 

 

 
    

SHORT-TERM INVESTMENTS – 0.7%

    

Investment Companies – 0.7%

    

AB Fixed Income Shares, Inc. – Government Money Market Portfolio – Class AB, 3.46%(c)(d)(e)
(cost $4,306,173)

     4,306,173       4,306,173  
    

 

 

 

Total Investments Before Security Lending Collateral for Securities Loaned – 100.1%
(cost $477,411,899)

       593,336,159  
    

 

 

 
    

 

ABFunds.com  

AB Small Cap Value Portfolio 5


PORTFOLIO OF INVESTMENTS (continued)

 

Company    Shares     U.S. $ Value  

 

 

INVESTMENTS OF CASH COLLATERAL FOR SECURITIES LOANED – 0.7%

    

Investment Companies – 0.7%

    

AB Fixed Income Shares, Inc. – Government Money Market Portfolio – Class AB, 3.46%(c)(d)(e)
(cost $4,069,511)

     4,069,511     $ 4,069,511  
    

 

 

 

Total Investments – 100.8%
(cost $481,481,410)

       597,405,670  

Other assets less liabilities – (0.8%)

       (4,542,279
    

 

 

 

Net Assets – 100.0%

     $ 592,863,391  
    

 

 

 

 

(a)

Non-income producing security.

 

(b)

Represents entire or partial securities out on loan. See Note E for securities lending information.

 

(c)

The rate shown represents the 7-day yield as of period end.

 

(d)

Affiliated investments.

 

(e)

To obtain a copy of the fund’s shareholder report, please go to the Securities and Exchange Commission’s website at www.sec.gov. Additionally, shareholder reports for AB funds can be obtained by calling AB at (800) 227-4618.

Glossary:

REIT – Real Estate Investment Trust

See notes to financial statements.

 

6 AB Small Cap Value Portfolio

  ABFunds.com


STATEMENT OF ASSETS & LIABILITIES

May 31, 2026 (unaudited)

 

Assets   

Investments in securities, at value

  

Unaffiliated issuers (cost $473,105,726)

   $  589,029,986 (a) 

Affiliated issuers (cost $8,375,684—including investment of cash collateral for securities loaned of $4,069,511)

     8,375,684  

Cash

     7,881  

Receivable for investment securities sold

     834,579  

Unaffiliated dividends receivable

     622,116  

Receivable for capital stock sold

     61,724  

Affiliated dividends receivable

     15,710  

Receivable due from Adviser

     1,422  
  

 

 

 

Total assets

     598,949,102  
  

 

 

 
Liabilities   

Payable for collateral received on securities loaned

     4,069,511  

Payable for capital stock redeemed

     774,590  

Payable for investment securities purchased

     679,325  

Advisory fee payable

     398,101  

Administrative fee payable

     60,524  

Distribution fee payable

     18,890  

Directors’ fees payable

     5,099  

Transfer Agent fee payable

     4,896  

Accrued expenses

     74,775  
  

 

 

 

Total liabilities

     6,085,711  
  

 

 

 

Net Assets

   $ 592,863,391  
  

 

 

 
Composition of Net Assets   

Capital stock, at par

   $ 3,524  

Additional paid-in capital

     457,212,029  

Distributable earnings

     135,647,838  
  

 

 

 

Net Assets

   $ 592,863,391  
  

 

 

 

Net Asset Value Per Share—11 billion shares of capital stock authorized, $.0001 par value

 

Class   Net Assets        Shares
Outstanding
       Net Asset
Value
 

 

 
A   $ 89,620,571          5,382,011        $ 16.65

 

 
C   $ 95,645          6,159        $ 15.53  

 

 
Advisor   $  503,147,175          29,847,506        $  16.86  

 

 

 

(a)

Includes securities on loan with a value of $4,214,494 (see Note E).

 

*

The maximum offering price per share for Class A shares was $17.39 which reflects a sales charge of 4.25%.

See notes to financial statements.

 

ABFunds.com  

AB Small Cap Value Portfolio 7


STATEMENT OF OPERATIONS

Six Months Ended May 31, 2026 (unaudited)

 

Investment Income     

Dividends

    

Unaffiliated issuers (net of foreign taxes withheld of $16,317)

   $  4,711,211    

Affiliated issuers

     81,355    

Interest

     545    

Securities lending income, net

     7,514     $ 4,800,625  
  

 

 

   
Expenses     

Advisory fee (see Note B)

     2,253,231    

Distribution fee—Class A

     104,968    

Distribution fee—Class C

     631    

Transfer agency—Class A

     19,895    

Transfer agency—Class C

     36    

Transfer agency—Advisor Class

     113,276    

Administrative

     45,718    

Custody and accounting

     45,072    

Registration fees

     28,470    

Audit and tax

     24,241    

Legal

     23,378    

Printing

     15,763    

Directors’ fees

     10,758    

Miscellaneous

     17,014    
  

 

 

   

Total expenses

     2,702,451    

Less: expenses waived and reimbursed by the Adviser (see Notes B & E)

     (6,936  
  

 

 

   

Net expenses

       2,695,515  
    

 

 

 

Net investment income

       2,105,110  
    

 

 

 
Realized and Unrealized Gain on Investment Transactions     

Net realized gain on investment transactions

       24,874,881  

Net change in unrealized appreciation (depreciation) of investments

       71,965,311  
    

 

 

 

Net gain on investment transactions

       96,840,192  
    

 

 

 

Net Increase in Net Assets from Operations

     $  98,945,302  
    

 

 

 

See notes to financial statements.

 

8 AB Small Cap Value Portfolio

  ABFunds.com


STATEMENT OF CHANGES IN NET ASSETS

 

     Six Months Ended
May 31, 2026
(unaudited)
    Year Ended
November 30,
2025
 
Increase (Decrease) in Net Assets from Operations     

Net investment income

   $ 2,105,110     $ 4,753,673  

Net realized gain on investment transactions

     24,874,881       29,094,880  

Net change in unrealized appreciation (depreciation) of investments

     71,965,311       (74,456,680
  

 

 

   

 

 

 

Net increase (decrease) in net assets from operations

     98,945,302       (40,608,127
Distributions to Shareholders     

Class A

     (3,545,589     (3,680,582

Class C

     (6,177     (9,508

Advisor Class

     (21,376,794     (20,699,221
Capital Stock Transactions     

Net decrease

     (22,979,128     (37,931,769
  

 

 

   

 

 

 

Total increase (decrease)

     51,037,614       (102,929,207
Net Assets     

Beginning of period

     541,825,777       644,754,984  
  

 

 

   

 

 

 

End of period

   $  592,863,391     $  541,825,777  
  

 

 

   

 

 

 

See notes to financial statements.

 

ABFunds.com  

AB Small Cap Value Portfolio 9


NOTES TO FINANCIAL STATEMENTS

May 31, 2026 (unaudited)

 

NOTE A

Significant Accounting Policies

AB Cap Fund, Inc. (the “Company”) is registered under the Investment Company Act of 1940 (the “1940 Act”) as an open-end management investment company. The Company, which is a Maryland corporation, operates as a series company comprised of 11 portfolios currently in operation. Each portfolio is considered to be a separate entity for financial reporting and tax purposes. This report relates only to the AB Small Cap Value Portfolio (the “Fund”), a diversified portfolio. The Fund offers Class A, Class C and Advisor Class shares. Class B, Class R, Class K, Class I, Class Z, Class T, Class 1 and Class 2 shares have been authorized but currently are not offered. Class A shares are sold with a front-end sales charge of up to 4.25% for purchases not exceeding $1,000,000. With respect to purchases of $1,000,000 or more, Class A shares redeemed within one year of purchase may be subject to a contingent deferred sales charge of 1%. Class C shares are subject to a contingent deferred sales charge of 1% on redemptions made within the first year after purchase, and 0% after the first year of purchase. Class C shares automatically convert to Class A shares eight years after the end of the calendar month of purchase. Advisor Class shares are sold without any initial or contingent deferred sales charge and are not subject to ongoing distribution expenses. All 11 classes of shares have identical voting, dividend, liquidation and other rights, except that the classes bear different distribution and transfer agency expenses. Each class has exclusive voting rights with respect to its distribution plan. The financial statements have been prepared in conformity with U.S. generally accepted accounting principles (“U.S. GAAP”), which require management to make certain estimates and assumptions that affect the reported amounts of assets and liabilities in the financial statements and amounts of income and expenses during the reporting period. Actual results could differ from those estimates. The Fund is an investment company under U.S. GAAP and follows the accounting and reporting guidance applicable to investment companies. The following is a summary of significant accounting policies followed by the Fund.

1. Security Valuation

Portfolio securities are valued at market value determined on the basis of market quotations or, if market quotations are not readily available or are unreliable, at “fair value” as determined in accordance with procedures approved by and under the oversight of the Company’s Board of Directors (the “Board”). Pursuant to these procedures, AllianceBernstein L.P. (the “Adviser”) serves as the Fund’s valuation designee pursuant to Rule 2a-5 of the 1940 Act. In this capacity, the Adviser is responsible, among other things, for making all fair value determinations relating to the Fund’s portfolio investments, subject to the Board’s oversight.

 

10 AB Small Cap Value Portfolio

  ABFunds.com


NOTES TO FINANCIAL STATEMENTS (continued)

 

In general, the market values of securities which are readily available and deemed reliable are determined as follows: securities listed on a national securities exchange (other than securities listed on the NASDAQ Stock Market, Inc. (“NASDAQ”)) or on a foreign securities exchange are valued at the last sale price at the close of the exchange or foreign securities exchange. If there has been no sale on such day, the securities are valued at the last traded price from the previous day. Securities listed on more than one exchange are valued by reference to the principal exchange on which the securities are traded; securities listed only on NASDAQ are valued in accordance with the NASDAQ Official Closing Price; listed options are generally valued using market-based inputs, such as last traded prices, closing bid and ask prices, or settlement prices, as applicable; over-the-counter (“OTC”) options, including flexible exchange-traded options (“Flex Options”), are typically valued at transaction price on the trade date and thereafter valued using models that consider the terms of the option and/or relevant market inputs, as applicable; open futures are valued using the closing settlement price or, in the absence of such a price, the most recent quoted bid price. If there are no quotations available for the day of valuation, the last available closing settlement price is used; U.S. Government securities and any other debt instruments having 60 days or less remaining until maturity are generally valued at market by an independent pricing vendor, if a market price is available. If a market price is not available, the securities are valued at amortized cost. This methodology is commonly used for short-term securities that have an original maturity of 60 days or less, as well as short-term securities that had an original term to maturity that exceeded 60 days. In instances when amortized cost is utilized, the Valuation Committee (the “Committee”) must reasonably conclude that the utilization of amortized cost is approximately the same as the fair value of the security. Factors the Committee will consider include, but are not limited to, an impairment of the creditworthiness of the issuer or material changes in interest rates. Fixed-income securities, including mortgage-backed and asset-backed securities, may be valued on the basis of prices provided by a pricing service or at a price obtained from one or more of the major broker-dealers. In cases where broker-dealer quotes are obtained, the Adviser may establish procedures whereby changes in market yields or spreads are used to adjust, on a daily basis, a recently obtained quoted price on a security. Swaps and other derivatives are valued daily, primarily using independent pricing services, independent pricing models using market inputs, as well as third party broker-dealers or counterparties. Open-end mutual funds are valued at the closing net asset value per share, while exchange-traded funds are valued at the closing market price per share.

Securities for which market quotations are not readily available (including restricted securities) or are deemed unreliable are valued at fair value as deemed appropriate by the Adviser. Factors considered in making this determination may include, but are not limited to, information obtained by contacting the issuer, analysts, analysis of the issuer’s financial statements or other available

 

ABFunds.com  

AB Small Cap Value Portfolio 11


NOTES TO FINANCIAL STATEMENTS (continued)

 

documents. In addition, the Fund may use fair value pricing for securities primarily traded in non-U.S. markets because most foreign markets close well before the Fund values its securities at 4:00 p.m., Eastern Time. The earlier close of these foreign markets gives rise to the possibility that significant events, including broad market moves, may have occurred in the interim and may materially affect the value of those securities. To account for this, the Fund generally values many of its foreign equity securities using fair value prices based on third party vendor modeling tools to the extent available.

2. Fair Value Measurements

In accordance with U.S. GAAP regarding fair value measurements, fair value is defined as the price that the Fund would receive to sell an asset or pay to transfer a liability in an orderly transaction between market participants at the measurement date. U.S. GAAP establishes a framework for measuring fair value, and a three-level hierarchy for fair value measurements based upon the transparency of inputs to the valuation of an asset or liability (including those valued based on their market values as described in Note A.1 above). Inputs may be observable or unobservable and refer broadly to the assumptions that market participants would use in pricing the asset or liability. Observable inputs reflect the assumptions market participants would use in pricing the asset or liability based on market data obtained from sources independent of the Fund. Unobservable inputs reflect the Fund’s own assumptions about the assumptions that market participants would use in pricing the asset or liability based on the best information available in the circumstances. Each investment is assigned a level based upon the observability of the inputs which are significant to the overall valuation. The three-tier hierarchy of inputs is summarized below.

 

   

Level 1—quoted prices in active markets for identical investments

   

Level 2—other significant observable inputs (including quoted prices for similar investments, interest rates, prepayment speeds, credit risk, etc.)

   

Level 3—significant unobservable inputs (including the Fund’s own assumptions in determining the fair value of investments)

Where readily available market prices or relevant bid prices are not available for certain equity investments, such investments may be valued based on similar publicly traded investments, movements in relevant indices since last available prices or based upon underlying company fundamentals and comparable company data (such as multiples to earnings or other multiples to equity). Where an investment is valued using an observable input, such as another publicly traded security, the investment will be classified as Level 2. If management determines that an adjustment is appropriate based on restrictions on resale, illiquidity or uncertainty, and such adjustment is a significant component of the valuation, the investment will be classified as Level 3. An investment will also be classified as Level 3 where management uses company fundamentals and other significant inputs to determine the valuation.

 

12 AB Small Cap Value Portfolio

  ABFunds.com


NOTES TO FINANCIAL STATEMENTS (continued)

 

The following table summarizes the valuation of the Fund’s investments by the above fair value hierarchy levels as of May 31, 2026:

 

Investments in
Securities:

  Level 1     Level 2     Level 3     Total  

Assets:

 

Common Stocks(a)

  $  589,029,986     $ – 0  –    $ – 0  –    $  589,029,986  

Short-Term Investments

    4,306,173       – 0  –      – 0  –      4,306,173  

Investments of Cash Collateral for Securities Loaned in Affiliated Money Market Fund

    4,069,511       – 0  –      – 0  –      4,069,511  
 

 

 

   

 

 

   

 

 

   

 

 

 

Total Investments in Securities

    597,405,670       – 0  –      – 0  –      597,405,670  

Other Financial Instruments(b)

    – 0  –      – 0  –      – 0  –      – 0  – 
 

 

 

   

 

 

   

 

 

   

 

 

 

Total

  $ 597,405,670     $  – 0  –    $  – 0  –    $ 597,405,670  
 

 

 

   

 

 

   

 

 

   

 

 

 

 

(a)

See Portfolio of Investments for sector classifications.

 

(b)

Other financial instruments include derivative instruments, such as futures, forwards and swaps. Derivative instruments are valued at the unrealized appreciation (depreciation) on the instrument. Other financial instruments may also include swaps with upfront premiums, written options and written swaptions which are valued at market value.

3. Currency Translation

Assets and liabilities denominated in foreign currencies and commitments under forward currency exchange contracts are translated into U.S. dollars at the mean of the quoted bid and ask prices of such currencies against the U.S. dollar. Purchases and sales of portfolio securities are translated into U.S. dollars at the rates of exchange prevailing when such securities were acquired or sold. Income and expenses are translated into U.S. dollars at rates of exchange prevailing when accrued.

Net realized gain or loss on foreign currency transactions represents foreign exchange gains and losses from sales and maturities of foreign fixed income investments, holding of foreign currencies, currency gains or losses realized between the trade and settlement dates on foreign investment transactions, and the difference between the amounts of dividends, interest and foreign withholding taxes recorded on the Fund’s books and the U.S. dollar equivalent amounts actually received or paid. Net unrealized currency gains and losses from valuing foreign currency denominated assets and liabilities at period end exchange rates are reflected as a component of net unrealized appreciation or depreciation of foreign currency denominated assets and liabilities.

4. Taxes

It is the Fund’s policy to meet the requirements of the Internal Revenue Code applicable to regulated investment companies and to distribute all of its investment company taxable income and net realized gains, if any, to shareholders. Therefore, no provisions for federal income or excise taxes are required. 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.

 

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AB Small Cap Value Portfolio 13


NOTES TO FINANCIAL STATEMENTS (continued)

 

Taxes are accrued and applied to net investment income, net realized gains and net unrealized appreciation/depreciation as such income and/or gains are earned.

In accordance with U.S. GAAP requirements regarding accounting for uncertainties in income taxes, management has analyzed the Fund’s tax positions taken or expected to be taken on federal and state income tax returns for all open tax years (the current tax year and the prior three tax years) and has concluded that no provision for income tax is required in the Fund’s financial statements.

5. Investment Income and Investment Transactions

Dividend income is recorded on the ex-dividend date or as soon as the Fund is informed of the dividend. Interest income is accrued daily. Investment transactions are accounted for on the date the securities are purchased or sold. Investment gains or losses are determined on the identified cost basis. Non-cash dividends, if any, are recorded on the ex-dividend date at the fair value of the securities received. The Fund amortizes premiums and accretes discounts as adjustments to interest income. The Fund accounts for distributions received from real estate investment trust (“REIT”) investments or from regulated investment companies as dividend income, realized gain, or return of capital based on information provided by the REIT or the investment company.

6. Class Allocations

All income earned and expenses incurred by the Fund are borne on a pro-rata basis by each outstanding class of shares, based on the proportionate interest in the Fund represented by the net assets of such class, except for class specific expenses which are allocated to the respective class. Expenses of the Company are charged proportionately to each fund or based on other appropriate methods. Realized and unrealized gains and losses are allocated among the various share classes based on respective net assets.

7. Dividends and Distributions

Dividends and distributions to shareholders, if any, are recorded on the ex-dividend date. Income dividends and capital gains distributions are determined in accordance with federal tax regulations and may differ from those determined in accordance with U.S. GAAP. To the extent these differences are permanent, such amounts are reclassified within the capital accounts based on their federal tax basis treatment; temporary differences do not require such reclassification.

8. Cash and Short-Term Investments

Cash and short-term investments include cash on hand and short-term investments with maturities of less than one year when purchased.

 

14 AB Small Cap Value Portfolio

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NOTES TO FINANCIAL STATEMENTS (continued)

 

9. Segment Information

The Fund represents a single operating segment. An operating segment is defined in U.S. GAAP as a component of a public entity that engages in business activities from which it may recognize revenues and incur expenses, has operating results that are regularly reviewed by the public entity’s chief operating decision maker (“CODM”) to make decisions about resources to be allocated to the segment and assess its performance, and has discrete financial information available. The Fund’s President is the CODM. The CODM monitors the operating results of the Fund as a whole and the predetermined Fund’s long term investment strategy, which is executed by the portfolio management group. The qualitative and quantitative information contained within the financial statements is used by the CODM to assess the segment’s performance versus the Fund’s comparative benchmark and to make resource allocation decisions. Segment assets are reflected on the statement of assets and liabilities and segment expenses are listed on the statement of operations.

NOTE B

Advisory Fee and Other Transactions with Affiliates

Under the terms of the investment advisory agreement, the Fund pays the Adviser an advisory fee at an annual rate of .80% of the Fund’s average daily net assets. The fee is accrued daily and paid monthly. The Adviser has agreed to waive its fees and bear certain expenses to the extent necessary to limit total operating expenses (excluding acquired fund fees and expenses other than the advisory fees of any AB mutual funds in which the Fund may invest, interest expense, taxes, extraordinary expenses, and brokerage commissions and other transactions costs) on an annual basis (the “Expense Caps”) to 1.25%, 2.00%, and 1.00% of daily average net assets for Class A, Class C, and Advisor Class shares, respectively. The Expense Caps will extend through February 28, 2027, and then may be extended by the Adviser for additional one year terms. For the six months ended May 31, 2026, there were no such reimbursements.

On March 26, 2026, Equitable Holdings, Inc. (“Equitable”), the owner of the Adviser, entered into an Agreement and Plan of Merger (“Merger Agreement”), by and among Equitable, Corebridge Financial, Inc. (“Corebridge”) and various Corebridge subsidiaries. Equitable and Corebridge have agreed, subject to the terms and conditions of the Merger Agreement, to effect an all-stock merger transaction to combine their respective businesses into a newly-formed company (the “Transaction”). The closing of the Transaction may be deemed an “assignment” of the investment advisory agreement between the Fund and the Adviser. In order to ensure that the existing investment advisory services could continue uninterrupted, at a meeting held on May 5-7, 2026, the Boards of Directors/Trustees (the “Boards”) of the funds managed by the Adviser (the “AB Funds”), including the Fund, approved new investment advisory agreements with the Adviser, in connection with the Transaction. The Boards also agreed to call and hold a joint meeting of shareholders on August 3, 2026, for shareholders of

 

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AB Small Cap Value Portfolio 15


NOTES TO FINANCIAL STATEMENTS (continued)

 

each AB Fund to approve the new investment advisory agreement with the Adviser that would be effective after the closing of the Transaction.

Pursuant to the investment advisory agreement, the Fund may reimburse the Adviser for certain legal and accounting services provided to the Fund by the Adviser. For the six months ended May 31, 2026, the reimbursement for such services amounted to $45,718.

The Fund compensates AllianceBernstein Investor Services, Inc. (“ABIS”), a wholly-owned subsidiary of the Adviser, under a Transfer Agency Agreement for providing personnel and facilities to perform transfer agency services for the Fund. ABIS may make payments to intermediaries that provide omnibus account services, sub-accounting services and/or networking services. Such compensation retained by ABIS amounted to $28,153 for the six months ended May 31, 2026.

AllianceBernstein Investments, Inc. (the “Distributor”), a wholly-owned subsidiary of the Adviser, serves as the distributor of the Fund’s shares. The Distributor has advised the Fund that it has retained front-end sales charges of $44 from the sale of Class A shares and received $0 and $0 in contingent deferred sales charges imposed upon redemptions by shareholders of Class A and Class C shares, respectively, for the six months ended May 31, 2026.

During the year ended November 30, 2025, the Adviser reimbursed the Fund $43,419 for overpayment of prior years’ omnibus account services, sub-accounting services and related transfer agency expenses.

The Fund may invest in AB Government Money Market Portfolio which has a contractual annual advisory fee rate of .20% of the portfolio’s average daily net assets and bears its own expenses. Effective September 1, 2023, the Adviser has contractually agreed to waive .05% of the advisory fee of AB Government Money Market Portfolio (resulting in a net advisory fee of .15%) until August 31, 2024. In connection with the investment by the Fund in AB Government Money Market Portfolio, the Adviser has contractually agreed to waive its advisory fee from the Fund in an amount equal to the Fund’s pro rata share of the effective advisory fee of AB Government Money Market Portfolio, as borne indirectly by the Fund as an acquired fund fee and expense. For the six months ended May 31, 2026, such waiver amounted to $4,621.

 

16 AB Small Cap Value Portfolio

  ABFunds.com


NOTES TO FINANCIAL STATEMENTS (continued)

 

A summary of the Fund’s transactions in AB mutual funds for the six months ended May 31, 2026 is as follows:

 

Fund

  Market Value
11/30/25
(000)
    Purchases
at Cost
(000)
    Sales
Proceeds
(000)
    Market Value
5/31/26
(000)
    Dividend
Income
(000)
 

AB Government Money Market Portfolio

  $ – 0  –    $  96,043     $  91,737     $  4,306     $  81  

AB Government Money Market Portfolio*

     7,942       44,098       47,970       4,070       3  
       

 

 

   

 

 

 
        $ 8,376     $ 84  
       

 

 

   

 

 

 

 

*

Investments of cash collateral for securities lending transactions (see Note E).

NOTE C

Distribution Services Agreement

The Fund has adopted a Distribution Services Agreement (the “Agreement”) pursuant to Rule 12b-1 under the 1940 Act. Under the Agreement, the Fund pays distribution and servicing fees to the Distributor at an annual rate of up to .25% of the Fund’s average daily net assets attributable to Class A shares and 1% of the Fund’s average daily net assets attributable to Class C shares. There are no distribution and servicing fees on the Advisor Class shares. The fees are accrued daily and paid monthly. The Agreement provides that the Distributor will use such payments in their entirety for distribution assistance and promotional activities. Since the commencement of the Fund’s operations, the Distributor has incurred expenses in excess of the distribution costs reimbursed by the Fund in the amount of $965 for Class C shares. While such costs may be recovered from the Fund in future periods so long as the Agreement is in effect, and the share class is active, the rate of the distribution and servicing fees payable under the Agreement may not be increased without a shareholder vote. In accordance with the Agreement, there is no provision for recovery of unreimbursed distribution costs incurred by the Distributor beyond the current fiscal year for Class A shares. The Agreement also provides that the Adviser may use its own resources to finance the distribution of the Fund’s shares.

NOTE D

Investment Transactions

Purchases and sales of investment securities (excluding short-term investments) for the six months ended May 31, 2026 were as follows:

 

     Purchases     Sales  

Investment securities (excluding U.S. government securities)

   $  161,688,331     $  204,704,704  

U.S. government securities

     – 0  –      – 0  – 

 

ABFunds.com  

AB Small Cap Value Portfolio 17


NOTES TO FINANCIAL STATEMENTS (continued)

 

The cost of investments for federal income tax purposes was substantially the same as the cost for financial reporting purposes. Accordingly, gross unrealized appreciation and unrealized depreciation are as follows:

 

Gross unrealized appreciation

   $  135,165,181  

Gross unrealized depreciation

     (19,240,921
  

 

 

 

Net unrealized appreciation

   $ 115,924,260  
  

 

 

 

1. Derivative Financial Instruments

The Fund may use derivatives in an effort to earn income and enhance returns, to replace more traditional direct investments, to obtain exposure to otherwise inaccessible markets (collectively, “investment purposes”), or to hedge or adjust the risk profile of its portfolio.

The Fund did not engage in derivatives transactions for the six months ended May 31, 2026.

2. Currency Transactions

The Fund may invest in non-U.S. Dollar-denominated securities on a currency hedged or unhedged basis. The Fund may seek investment opportunities by taking long or short positions in currencies through the use of currency-related derivatives, including forward currency exchange contracts, futures and options on futures, swaps, and other options. The Fund may enter into transactions for investment opportunities when it anticipates that a foreign currency will appreciate or depreciate in value but securities denominated in that currency are not held by the Fund and do not present attractive investment opportunities. Such transactions may also be used when the Adviser believes that it may be more efficient than a direct investment in a foreign currency-denominated security. The Fund may also conduct currency exchange contracts on a spot basis (i.e., for cash at the spot rate prevailing in the currency exchange market for buying or selling currencies).

NOTE E

Securities Lending

The Fund may enter into securities lending transactions. Under the Fund’s securities lending program, all loans of securities will be collateralized continually by cash collateral and/or non-cash collateral. Non-cash collateral will include only securities issued or guaranteed by the U.S. government or its agencies or instrumentalities. If the Fund cannot sell or repledge any non-cash collateral, such collateral will not be reflected in the portfolio of investments. If a loan is collateralized by cash, the Fund will be compensated for the loan from a portion of the net return from the income earned on cash collateral after a rebate is paid to the borrower (in some cases, this rebate may be a “negative rebate” or fee paid by the borrower to the Fund in connection with the loan), and payments are

 

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NOTES TO FINANCIAL STATEMENTS (continued)

 

made for fees of the securities lending agent and for certain other administrative expenses. If the Fund receives non-cash collateral, the Fund will receive a fee from the borrower generally equal to a negotiated percentage of the market value of the loaned securities. The Fund will have the right to call a loan and obtain the securities loaned at any time on notice to the borrower within the normal and customary settlement time for the securities. While the securities are on loan, the borrower is obligated to pay the Fund amounts equal to any dividend income or other distributions from the securities; however, these distributions will not be afforded the same preferential tax treatment as qualified dividends. The Fund will not be able to exercise voting rights with respect to any securities during the existence of a loan, but will have the right to regain ownership of loaned securities in order to exercise voting or other ownership rights. Collateral received and securities loaned are marked to market daily to ensure that the securities loaned are secured by collateral. The lending agent currently invests the cash collateral received in AB Government Money Market Portfolio, an eligible money market vehicle, in accordance with the investment restrictions of the Fund, and as approved by the Board. The collateral received on securities loaned is recorded as an asset as well as a corresponding liability in the statement of assets and liabilities. The collateral will be adjusted the next business day to maintain the required collateral amount. The amounts of securities lending income from the borrowers and AB Government Money Market Portfolio are reflected in the statement of operations. When the Fund earns net securities lending income from AB Government Money Market Portfolio, the income is inclusive of a rebate expense paid to the borrower. In connection with the cash collateral investment by the Fund in AB Government Money Market Portfolio, the Adviser has agreed to waive a portion of the Fund’s share of the advisory fees of AB Government Money Market Portfolio, as borne indirectly by the Fund as an acquired fund fee and expense. When the Fund lends securities, its investment performance will continue to reflect changes in the value of the securities loaned. A principal risk of lending portfolio securities is that the borrower may fail to return the loaned securities upon termination of the loan and that the collateral will not be sufficient to replace the loaned securities. The lending agent has agreed to indemnify the Fund in the case of default of any securities borrower.

A summary of the Fund’s transactions surrounding securities lending for the six months ended May 31, 2026 is as follows:

 

                        AB Government Money
Market Portfolio
 
Market
Value of
Securities
on Loan*
    Cash
Collateral*
    Market
Value of
Non-Cash
Collateral*
    Income from
Borrowers
    Income
Earned
    Advisory Fee
Waived
 
$  4,214,494     $  4,069,511     $  250,979     $  4,118     $  3,396     $  2,315  

 

*

As of May 31, 2026

 

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AB Small Cap Value Portfolio 19


NOTES TO FINANCIAL STATEMENTS (continued)

 

Note F

Capital Stock

Each class consists of 1,000,000,000 authorized shares. Transactions in capital shares for each class were as follows:

 

     Shares            Amount  
     Six Months Ended
May 31, 2026
(unaudited)
    Year Ended
November 30,
2025
           Six Months Ended
May 31, 2026
(unaudited)
    Year Ended
November 30,
2025
 
  

 

 

 
Class A

 

Shares sold

     31,613       149,616        $ 483,462     $ 2,132,055  

 

 

Shares issued in reinvestment of dividends and distributions

     236,639       226,251            3,386,301          3,479,746  

 

 

Shares converted from Class C

     1,385       378          22,115       5,624  

 

 

Shares redeemed

     (347,926     (1,231,570        (5,245,860     (17,238,390

 

 

Net decrease

     (78,289     (855,325      $ (1,353,982   $ (11,620,965

 

 
           
Class C

 

Shares sold

     – 0  –      1,941        $ – 0  –    $ 27,000  

 

 

Shares issued in reinvestment of dividends and distributions

     389       437          5,212       6,312  

 

 

Shares converted to Class A

     (1,484     (404        (22,115     (5,624

 

 

Shares redeemed

     (3,654     (10,983        (52,000     (135,888

 

 

Net decrease

     (4,749     (9,009      $ (68,903   $ (108,200

 

 
           
Advisor Class

 

Shares sold

     1,361,961       5,407,730        $ 20,855,959     $ 78,369,763  

 

 

Shares issued in reinvestment of dividends and distributions

     1,316,840       1,187,322          19,054,678       18,462,856  

 

 

Shares redeemed

     (4,001,435     (8,484,628        (61,466,880      (123,035,223

 

 

Net decrease

     (1,322,634     (1,889,576      $  (21,556,243   $ (26,202,604

 

 

NOTE G

Risks Involved in Investing in the Fund

Market Risk—The value of the Fund’s assets will fluctuate as the market or markets in which the Fund invests fluctuate. The value of the Fund’s investments may decline, sometimes rapidly and unpredictably, simply because of economic changes or other events, including public health crises (including the occurrence of a contagious disease or illness), terrorism, war, changing interest rate levels, the imposition of new or additional tariffs, and regional and global conflicts, that affect large portions of the market. It includes the risk that a particular style of investing may be underperforming the market generally.

 

20 AB Small Cap Value Portfolio

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NOTES TO FINANCIAL STATEMENTS (continued)

 

Capitalization Risk—Investments in small-capitalization companies may be more volatile than investments in large-capitalization companies. Investments in small-capitalization companies may have additional risks because these companies have limited product lines, markets, or financial resources.

Sector Risk—The Fund may have more risk because it may invest to a significant extent in one or more particular market sectors, such as the financials sector. To the extent it does so, market or economic factors affecting the relevant sector(s) could have a major effect on the value of the Fund’s investments.

Indemnification Risk—In the ordinary course of business, the Fund enters into contracts that contain a variety of indemnifications. The Fund’s maximum exposure under these arrangements is unknown. However, the Fund has not had prior claims or losses pursuant to these indemnification provisions and expects the risk of loss thereunder to be remote. Therefore, the Fund has not accrued any liability in connection with these indemnification provisions.

Management Risk—The Fund is subject to management risk because it is an actively-managed investment fund. The Adviser will apply its investment techniques and risk analyses in making investment decisions, but there is no guarantee that its techniques will produce the intended results. Some of these techniques may incorporate, or rely upon, quantitative models, but there is no guarantee that these models will generate accurate forecasts, reduce risk or otherwise perform as expected.

NOTE H

Joint Credit Facility

A number of open-end mutual funds and ETFs managed by the Adviser, including the Fund, participate in a $325 million credit facility (the “Facility”) intended to provide short-term financing related to redemptions and other short-term liquidity requirements. The Facility, which will expire on June 23, 2026, may be renewed for an additional term dependent upon the election of the participating funds and lenders. A commitment fee of 0.15% per annum of the Facility amount is paid by the participating funds. The portion of the commitment fee related to the ETFs is paid by the Adviser pursuant to the ETF’s unitary fee structure. The Fund did not utilize the Facility during the six months ended May 31, 2026.

 

ABFunds.com  

AB Small Cap Value Portfolio 21


NOTES TO FINANCIAL STATEMENTS (continued)

 

NOTE I

Distributions to Shareholders

The tax character of distributions to be paid for the year ending November 30, 2026 will be determined at the end of the current fiscal year. The tax character of distributions paid during the fiscal years ended November 30, 2025 and November 30, 2024 were as follows:

 

     2025      2024  

Distributions paid from:

     

Ordinary income

   $ 22,620,438      $ 3,007,895  

Net long-term capital gains

     1,768,873        – 0  – 
  

 

 

    

 

 

 

Total taxable distributions paid

   $  24,389,311      $  3,007,895  
  

 

 

    

 

 

 

As of November 30, 2025, the components of accumulated earnings (deficit) on a tax basis were as follows:

 

Undistributed ordinary income

   $ 3,650,933  

Undistributed capital gains

     20,180,765  

Unrealized appreciation (depreciation)

     37,799,398 (a) 
  

 

 

 

Total accumulated earnings (deficit)

   $  61,631,096  
  

 

 

 

 

(a)

The differences between book-basis and tax-basis unrealized appreciation (depreciation) are attributable primarily to return of capital distributions received from underlying securities, the tax treatment of passive foreign investment companies (PFICs), and the tax deferral of losses on wash sales.

For tax purposes, net realized capital losses may be carried over to offset future capital gains, if any. Funds are permitted to carry forward capital losses for an indefinite period, and such losses will retain their character as either short-term or long-term capital losses. As of November 30, 2025, the Fund did not have any capital loss carryforwards.

NOTE J

Subsequent Events

At a meeting held on May 5-7, 2026, the Fund’s Board of Directors approved a fiscal year end change for the Fund from November 30 to June 30, which will be effective for fiscal periods after the reporting period of this report.

Effective June 23, 2026, the revolving credit facility was increased from $325 million to $380 million.

Management has evaluated subsequent events for possible recognition or disclosure in the financial statements through the date the financial statements are issued. Management has determined that there are no other material events that would require disclosure in the Fund’s financial statements through this date.

 

22 AB Small Cap Value Portfolio

  ABFunds.com


FINANCIAL HIGHLIGHTS

Selected Data For A Share of Capital Stock Outstanding Throughout Each Period

 

    Class A  
   

Six Months
Ended
May 31,
2026

(unaudited)

    Year Ended November 30,  
    2025     2024     2023     2022     2021  
 

 

 

 

Net asset value, beginning of period

    $ 14.62       $ 16.19       $ 12.29       $ 14.24       $ 16.37       $ 11.74  
 

 

 

 

Income From Investment Operations

           

Net investment income(a)(b)

    .04       .09 (c)      .10       .06       .07       .02  

Net realized and unrealized gain (loss) on investment transactions

    2.64       (1.08     3.83       (1.38     (1.04     4.65  

Contributions from Affiliates

    – 0  –      – 0  –      – 0  –      – 0  –      – 0  –      .00 (d) 
 

 

 

 

Net increase (decrease) in net asset value from operations

    2.68       (.99     3.93       (1.32     (.97     4.67  
 

 

 

 

Less: Dividends and Distributions

           

Dividends from net investment income

    (.08     (.14     (.03     (.09     (.01     (.04

Distributions from net realized gain on investment transactions

    (.57     (.44     – 0  –      (.54     (1.15     – 0  – 
 

 

 

 

Total dividends and distributions

    (.65     (.58     (.03     (.63     (1.16     (.04
 

 

 

 

Net asset value, end of period

    $ 16.65       $ 14.62       $ 16.19       $ 12.29       $ 14.24       $ 16.37  
 

 

 

 

Total Return

           

Total investment return based on net asset value(e)

    19.06     (6.27 )%(c)      32.08     (9.52 )%      (6.72 )%      39.92

Ratios/Supplemental Data

           

Net assets, end of period (000’s omitted)

    $89,621       $79,852       $102,252       $112,084       $162,522       $177,607  

Ratio to average net assets of:

           

Expenses, net of waivers/reimbursements

    1.17 %(f)      1.17     1.16     1.17     1.16     1.17

Expenses, before waiver/reimbursements

    1.17 %(f)      1.17     1.17     1.17     1.16     1.17

Net investment income(b)

    .53 %(f)      .64 %(c)      .74     .44     .50     .13

Portfolio turnover rate

    29     74     60     59     47     50

See footnote summary on page 26.

 

ABFunds.com  

AB Small Cap Value Portfolio 23


FINANCIAL HIGHLIGHTS (continued)

Selected Data For A Share of Capital Stock Outstanding Throughout Each Period

 

    Class C  
   

Six Months
Ended
May 31,
2026

(unaudited)

    Year Ended November 30,  
    2025     2024     2023     2022     2021  
 

 

 

 

Net asset value, beginning of period

    $ 13.65       $ 15.16       $ 11.56       $ 13.43       $ 15.59       $ 11.23  
 

 

 

 

Income From Investment Operations

           

Net investment income (loss)(a)(b)

    (.02     (.02 )(c)      .00 (d)      (.04     (.02     (.10

Net realized and unrealized gain (loss) on investment transactions

    2.47       (1.01     3.60       (1.29     (.99     4.46  

Contributions from Affiliates

    – 0 –      – 0 –      – 0 –      – 0 –      – 0 –      .00 (d) 
 

 

 

 

Net increase (decrease) in net asset value from operations

    2.45       (1.03     3.60       (1.33     (1.01     4.36  
 

 

 

 

Less: Dividends and Distributions

           

Dividends from net investment income

    – 0 –      (.04     – 0 –      – 0 –      – 0 –      – 0 – 

Distributions from net realized gain on investment transactions

    (.57     (.44     – 0 –      (.54     (1.15     – 0 – 
 

 

 

 

Total dividends and distributions

    (.57     (.48     – 0 –      (.54     (1.15     – 0 – 
 

 

 

 

Net asset value, end of period

    $ 15.53       $ 13.65       $ 15.16       $ 11.56       $ 13.43       $ 15.59  
 

 

 

 

Total Return

           

Total investment return based on net asset value(e)

    18.58     (6.99 )%(c)      31.14     (10.16 )%      (7.35 )%      38.82

Ratios/Supplemental Data

           

Net assets, end of period (000’s omitted)

    $96       $149       $302       $266       $330       $477  

Ratio to average net assets of:

           

Expenses, net of waivers/reimbursements

    1.93 %(f)      1.93     1.92     1.92     1.76     1.90

Expenses, before waiver/reimbursements

    1.93 %(f)      1.93     1.92     1.93     1.92     1.92

Net investment loss(b)

    (.22 )%(f)      (.13 )%(c)      (.03 )%      (.30 )%      (.16 )%      (.65 )% 

Portfolio turnover rate

    29     74     60     59     47     50

See footnote summary on page 26.

 

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FINANCIAL HIGHLIGHTS (continued)

Selected Data For A Share of Capital Stock Outstanding Throughout Each Period

 

    Advisor Class  
   

Six Months
Ended
May 31,
2026

(unaudited)

    Year Ended November 30,  
    2025     2024     2023     2022     2021  
 

 

 

 

Net asset value, beginning of period

    $ 14.82       $ 16.40       $ 12.46       $ 14.42       $ 16.57       $ 11.88  
 

 

 

 

Income From Investment Operations

           

Net investment income(a)(b)

    .06       .13 (c)       .14       .09       .11       .06  

Net realized and unrealized gain (loss) on investment transactions

    2.67       (1.08     3.87       (1.39     (1.06     4.70  

Contributions from Affiliates

    – 0 –      – 0 –      – 0 –      – 0 –      – 0 –      .00 (d)  
 

 

 

 

Net increase (decrease) in net asset value from operations

    2.73       (.95     4.01       (1.30     (.95     4.76  
 

 

 

 

Less: Dividends and Distributions

           

Dividends from net investment income

    (.12     (.19     (.07     (.12     (.05     (.07

Distributions from net realized gain on investment transactions

    (.57     (.44     – 0 –      (.54     (1.15     – 0 – 
 

 

 

 

Total dividends and distributions

    (.69     (.63     (.07     (.66     (1.20     (.07
 

 

 

 

Net asset value, end of period

    $ 16.86       $ 14.82       $ 16.40       $ 12.46       $ 14.42       $ 16.57  
 

 

 

 

Total Return

           

Total investment return based on net asset value(e)

    19.18     (5.99 )%(c)      32.37     (9.22 )%      (6.53 )%      40.26

Ratios/Supplemental Data

           

Net assets, end of period (000’s omitted)

    $503,147       $461,825       $542,201       $471,766       $520,700       $456,033  

Ratio to average net assets of:

           

Expenses, net of waivers/reimbursements

    .92 %(f)       .92     .92     .92     .91     .92

Expenses, before waiver/reimbursements

    .92 %(f)       .92     .92     .92     .91     .92

Net investment income(b)

    .78 %(f)       .88 %(c)       .98     .71     .79     .38

Portfolio turnover rate

    29     74     60     59     47     50

See footnote summary on page 26.

 

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AB Small Cap Value Portfolio 25


FINANCIAL HIGHLIGHTS (continued)

Selected Data For A Share of Capital Stock Outstanding Throughout Each Period

 

(a)

Based on average shares outstanding.

 

(b)

Net of expenses waived/reimbursed by the Adviser.

 

(c)

During the year ended November 30, 2025, the Adviser reimbursed the Fund for overpayment of prior years’ omnibus account services, sub-accounting services and related transfer agency expenses. The impact of the reimbursement to the financial highlights is as follows:

 

    Net Investment
Income Per
Share
     Net Investment
Income Ratio
     Total Return  

 

 
Class A   $ .00 (d)       .01      .01

 

 
Class C   $ .00 (d)       .01      .01

 

 
Advisor Class   $  .00 (d)       .01      .01

 

 

 

(d)

Amount is less than $.005.

 

(e)

Total investment return is calculated assuming an initial investment made at the net asset value at the beginning of the period, reinvestment of all dividends and distributions at net asset value during the period, and redemption on the last day of the period. Initial sales charges or contingent deferred sales charges are not reflected in the calculation of total investment return. Total investment return does not reflect the deduction of taxes that a shareholder would pay on Fund distributions or the redemption of fund shares. Total investment return calculated for a period of less than one year is not annualized.

 

(f)

Annualized.

 

See

notes to financial statements.

 

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Information Regarding the Review and Approval of the Fund’s Proposed New Advisory Agreement and Interim Advisory Agreement in the Context of a Potential Assignment

As described in more detail in the Proxy Statement for the AB Funds dated June 23, 2026, the Boards of the AB Funds, at a meeting held in-person on May 5-7, 2026, approved new advisory agreements with the Adviser (the “Proposed Agreements”) for the AB Funds, including AB Cap Fund, Inc. in respect of AB Small Cap Value Portfolio (the “Fund”), in connection with an Agreement and Plan of Merger (the “Merger Agreement”) by and among Equitable Holdings, Inc. (“Equitable”) (the holder of a majority of the partnership interests in the Adviser and the indirect parent of AllianceBernstein Corporation, the general partner of the Adviser), Corebridge Financial, Inc. (“Corebridge”), and various Corebridge subsidiaries, pursuant to which Equitable and Corebridge have agreed, subject to the terms and conditions of the Merger Agreement, to effect an all-stock merger transaction to combine their respective businesses into a newly formed company. Because Equitable controls the Adviser, the Merger may result in an “assignment” (within the meaning of section 2(a)(4) of the Investment Company Act) of the current advisory agreements for the AB Funds, including the Fund’s current Advisory Agreement, resulting in the automatic termination of such advisory agreements.

At the same meeting, the AB Boards also considered and approved interim advisory agreements with the Adviser (the “Interim Advisory Agreements”) for the AB Funds, including the Fund, to be effective only in the event that stockholder approval of a Proposed Agreement had not been obtained as of the date of the Merger resulting in an “assignment” of the Adviser’s current advisory agreements and their automatic termination.

A discussion regarding the basis for the Boards’ approvals at the meeting held on May 5-7, 2026, is set forth below.

At a meeting of the Boards held in-person on May 5-7, 2026, the Adviser presented its recommendation that the Boards consider and approve the Proposed Agreements. The Current Agreements provide for automatic termination in the event of an assignment, and the closing of the transaction contemplated by the Merger Agreement may result in an assignment. The Proposed Agreements are being considered to take effect upon the closing, subject to stockholder approval. In connection with their approval of the Proposed Agreements, the Boards considered their conclusions in connection with their most recent approvals of the Current Agreements, in particular in cases where the last approval of a Current Agreement was relatively recent, including the Boards’ general satisfaction with the nature and quality of services being provided and, as applicable, in the case of certain Funds, actions taken or to be taken in an effort to improve investment performance or reduce expense ratios. Also in connection with their approval of the Proposed Agreements, the Boards considered a representation made to them at that time by the Adviser that there were no additional developments not already disclosed to the Boards since their most recent approvals of the Current Agreements that would be a material consideration to the Boards in

 

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connection with their consideration of the Proposed Agreements, except for matters disclosed to the Boards by the Adviser. The Directors considered the fact that each Proposed Agreement would have corresponding terms and conditions identical to those of the corresponding Current Agreement with the exception of the effective date and initial term under the Proposed Agreement.

The Directors considered their knowledge of the nature and quality of the services provided by the Adviser to each Fund gained from their experience as directors or trustees of registered investment companies advised by the Adviser, their overall confidence in the Adviser’s integrity and competence they have gained from that experience, the Adviser’s initiative in identifying and raising potential issues with the Directors and its responsiveness, frankness and attention to concerns raised by the Directors in the past, including the Adviser’s willingness to consider and implement organizational and operational changes designed to improve investment results and the services provided to the Funds. The Directors noted that they have four regular meetings each year, at each of which they review extensive materials and information from the Adviser, including information on the investment performance of each Fund.

The Directors also considered all factors they believed relevant, including the specific matters discussed below. During the course of their deliberations, the Directors evaluated, among other things, the reasonableness of the management fees of the Funds they oversee. The Directors did not identify any particular information that was all-important or controlling, and different Directors may have attributed different weights to the various factors. The Directors determined that the selection of the Adviser to manage the Funds, and the overall arrangements between the Funds and the Adviser, as provided in the Proposed Agreements, including the management fees, were fair and reasonable in light of the services performed under the Current Agreements and to be performed under the Proposed Agreements, expenses incurred and to be incurred and such other matters as the Directors considered relevant in the exercise of their business judgment. The material factors and conclusions that formed the basis for the Directors’ determinations included the following:

Nature, Extent and Quality of Services Provided

The Directors considered the scope and quality of services to be provided by the Adviser under the Proposed Agreements, including the quality of the investment research capabilities of the Adviser and the other resources it has dedicated to performing services for the Funds. They also considered the information that had been provided to them by the Adviser concerning the anticipated implementation of the Merger Agreement and the Adviser’s representation that it did not anticipate that such implementation would affect the management or structure of the Adviser, have a material adverse effect on the Adviser, or adversely affect the quality of the services provided to the Funds by the Adviser and its affiliates. The Directors noted that the Adviser from time to time reviews each Fund’s investment strategies and from time to time proposes changes intended to improve the Fund’s relative or absolute performance for the Directors’ consideration. They also noted the professional experience and qualifications of each Fund’s

 

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portfolio management team and other senior personnel of the Adviser. The Directors also considered that certain Proposed Agreements, similar to the corresponding Current Agreements, provide that the Funds will reimburse the Adviser for the cost to it of providing certain clerical, accounting, administrative and other services to the Funds by employees of the Adviser or its affiliates, and that the Adviser receives similar reimbursements from AMMAF pursuant to a separate Administrative Reimbursement Agreement. Requests for these reimbursements are made on a quarterly basis and subject to approval by the Directors. Reimbursements, to the extent requested and paid, result in a higher rate of total compensation from the Funds to the Adviser than the fee rate stated in the Proposed Agreements. The Directors noted that the Adviser did not request any reimbursements from certain Funds in the Funds’ latest fiscal year reviewed and that, in the case of the AB ETFs, the Adviser does not expect to request such reimbursements. The Directors noted that the methodology to be used to determine the reimbursement amounts had been reviewed by an independent consultant at the request of the Directors. The quality of administrative and other services, including the Adviser’s role in coordinating the activities of the Funds’ other service providers, also was considered. The Directors concluded that, overall, they were satisfied with the nature, extent and quality of services to be provided to each Fund under the Proposed Agreement for the Fund.

Costs of Services to be Provided and Profitability

The Directors reviewed a schedule of the revenues and expenses and related notes indicating the profitability of each Fund to the Adviser for calendar years 2024 and 2025, as applicable, that had been prepared with an expense allocation methodology arrived at in consultation with an independent consultant at the request of the Directors. The Directors noted the assumptions and methods of allocation used by the Adviser in preparing fund-specific profitability data and understood that there are a number of potentially acceptable allocation methodologies for information of this type. The Directors noted that the profitability information reflected all revenues and expenses of the Adviser’s relationship with a Fund, including those relating to its subsidiaries that provide transfer agency, distribution and brokerage services to the Fund, as applicable. The Directors recognized that it is difficult to make comparisons of the profitability of the Proposed Agreements with the profitability of fund advisory contracts for unaffiliated funds because comparative information is not generally publicly available and is affected by numerous factors. The Directors focused on the profitability of the Adviser’s relationship with each Fund before taxes and distribution expenses, as applicable. The Directors noted that certain Funds were not profitable to the Adviser in one or more periods reviewed. The Directors concluded that the Adviser’s level of profitability from its relationship with the other Funds was not unreasonable. The Directors were unable to consider historical information about the profitability of certain Funds that had recently commenced operations and for which historical profitability information was not available. The Adviser agreed to provide the Directors with profitability information in connection with future proposed continuances of the Proposed Agreements.

 

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AB Small Cap Value Portfolio 29


Fall-Out Benefits

The Directors considered the other benefits to the Adviser and its affiliates from their relationships with the Funds and the money market fund or other underlying funds advised by the Adviser in which the Funds invests, as applicable, including, but not limited to, as applicable, benefits relating to soft dollar arrangements (whereby investment advisers receive brokerage and research services from brokers that execute agency transactions for their clients) in the case of certain Funds; 12b-1 fees and sales charges received by the principal underwriter (which is a wholly owned subsidiary of the Adviser) in respect of certain classes of the shares of most of the Funds; brokerage commissions paid by certain Funds to brokers affiliated with the Adviser; and transfer agency fees paid by most of the Funds to a wholly owned subsidiary of the Adviser. The Directors recognized that the Adviser’s profitability would be somewhat lower, and that a Fund’s unprofitability to the Adviser would be exacerbated, without these benefits. The Directors understood that the Adviser also might derive reputational and other benefits from its association with the Funds.

Investment Results

In addition to the information reviewed by the Directors in connection with the Board meeting at which the Proposed Agreements were approved, the Directors receive detailed performance information for the Funds at each regular Board meeting during the year.

The Boards’ consideration of each Proposed Agreement was informed by their most recent approval of the related Current Agreement, and, in the case of certain Funds, their discussion with the Adviser of the reasons for those Funds’ underperformance in certain periods. The Directors also reviewed updated performance information and, in some cases, discussed with the Adviser the reasons for changes in performance or continued underperformance. On the basis of this review, the Directors determined to continue to monitor the performance of certain Funds closely and concluded that the investment performance of each other Fund was acceptable.

Management Fees and Other Expenses

The Directors considered the management fee rate payable by each Fund to the Adviser and information prepared by an independent service provider (the ‘‘15(c) provider’’) concerning management fee rates payable by other funds or exchange-traded funds (“ETFs”), as applicable, in the same category as the Fund or the AB ETFs, as applicable. In the case of the AB ETFs, the Directors noted that the management fee is a unitary fee and that the Adviser pays all expenses of the Fund except for certain expenses payable by the Fund such as interest expense, taxes, extraordinary expenses, and brokerage commissions and other transaction costs. The Directors recognized that it is difficult to make comparisons of management fees because there are variations in the services that are included in the fees paid by other funds or ETFs. The Directors also considered the Adviser’s fee waivers for certain Funds. The Directors compared each Fund’s contractual management fee rate with a peer group median, and where applicable, took into account the impact on the management fee rate of

 

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the administrative expense reimbursement paid to the Adviser in the latest fiscal year. In the case of the ACS Funds, the Directors noted that the management fee rate is zero but also were cognizant that the Adviser is indirectly compensated by the wrap fee program sponsors that use the ACS Funds as an investment vehicle for their clients.

The Directors also considered the Adviser’s fee schedule for other clients utilizing investment strategies similar to those of each Fund. For this purpose, they reviewed the relevant advisory fee information from the Adviser’s Form ADV and in a report from the Funds’ Senior Vice President and noted the differences between a Fund’s fee schedule, on the one hand, and the Adviser’s institutional fee schedule and the schedule of fees charged by the Adviser to any offshore funds and for services to any sub-advised funds utilizing investment strategies similar to those of the Fund, on the other, as applicable. The Directors noted that the Adviser may, in some cases, agree to fee rates with large institutional clients that are lower than those reviewed by the Directors and that they had previously discussed with the Adviser its policies in respect of such arrangements. The Adviser also informed the Directors that, in the case of certain Funds, there were no institutional accounts managed by the Adviser that utilize investment strategies similar to those of the Funds.

In the case of the AB ETFs, the Directors noted that the unitary fees for those Funds cover additional services provided by third parties and thus are not directly comparable to the Adviser’s institutional fee schedules and the schedules of fees for most other funds advised by the Adviser. The Adviser reviewed with the Directors the significantly greater scope of the services it provides to each Fund relative to institutional, offshore fund and sub-advised fund clients, as applicable. In this regard, the Adviser noted, among other things, that, compared to institutional and offshore or sub-advisory accounts, each Fund, as applicable, (i) demands considerably more portfolio management, research and trading resources due to significantly higher daily cash flows (in the case of open-end Funds) and, in the case of the AB ETFs, demands considerably more managerial and administrative resources due to the potential for frequent creations and redemptions of shares; (ii) has more tax and regulatory restrictions and compliance obligations; (iii) must prepare and file or distribute regulatory and other communications about fund operations; and (iv) must provide shareholder servicing to retail investors. The Adviser also reviewed the greater legal risks presented by the large and changing population of Fund shareholders who may assert claims against the Adviser in individual or class actions, and the greater entrepreneurial risk in offering new fund products, which require substantial investment to launch, may not succeed, and generally must be priced to compete with larger, more established funds resulting in lack of profitability to the Adviser until a new fund achieves scale. In light of the substantial differences in services rendered by the Adviser to institutional, offshore fund and sub-advised fund clients as compared to the Funds, and the different risk profile, the Directors considered these fee comparisons inapt and did not place significant weight on them in their deliberations.

 

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AB Small Cap Value Portfolio 31


In connection with their review of each Fund’s management fee, the Directors also considered the total expense ratio of the Fund in comparison to the medians for a peer group and a peer universe of funds or ETFs, as applicable, selected by the 15(c) provider. The Directors also considered the Adviser’s expense caps for certain Funds. The Directors view expense ratio information as relevant to their evaluation of the Adviser’s services because the Adviser is responsible for coordinating services provided to a Fund by others, and in most cases, the Adviser is responsible for paying such services under its unitary fee arrangement with the AB ETFs.

The Boards’ consideration of each Proposed Agreement was informed by their most recent approval of the related Current Agreement, and, in the case of certain Funds, their discussion with the Adviser of the reasons for those Funds’ expense ratios in certain periods. On the basis of this review, the Directors concluded that each Fund’s expense ratio was acceptable.

The Directors did not consider comparative expense information for the ACS Funds because those Funds do not bear ordinary expenses.

Economies of Scale

The Directors noted that the management fee schedules for certain Funds do not contain breakpoints and that they had discussed their strong preference for breakpoints in advisory contracts with the Adviser. The Directors took into consideration prior presentations by an independent consultant on economies of scale in the mutual fund industry and for the Funds, and presentations from time to time by the Adviser concerning certain of its views on economies of scale. The Directors also had requested and received from the Adviser certain updates on economies of scale in advance of the Board meeting. The Directors believe that economies of scale may be realized (if at all) by the Adviser across a variety of products and services, and not only in respect of a single fund. The Directors noted that there is no established methodology for setting breakpoints that give effect to the fund-specific services provided by a fund’s adviser and to the economies of scale that an adviser may realize in its overall mutual fund business or those components of it which directly or indirectly affect a fund’s operations. The Directors observed that in the mutual fund industry as a whole, as well as among funds or ETFs, as applicable, similar to each Fund, there is no uniformity or pattern in the fees and asset levels at which breakpoints (if any) apply. The Directors also noted that the advisory agreements for many funds and ETFs do not have breakpoints at all. The Directors informed the Adviser that they would monitor the asset levels of the Funds without breakpoints and their profitability to the Adviser and anticipated revisiting the question of breakpoints in the future if circumstances warrant doing so.

The Directors did not consider the extent to which fee levels in the Advisory Agreement for the ACS Funds reflect economies of scale because that Advisory Agreement does not provide for any compensation to be paid to the Adviser by the ACS Funds and the expense ratio of each of those Funds is zero.

 

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Interim Advisory Agreements

In approving the Interim Advisory Agreements, the Boards, with the assistance of independent counsel, considered similar factors to those considered in approving the Proposed Agreements. The Interim Advisory Agreements approved by the Boards are identical to the Proposed Agreements, as well as the Current Agreements, in all material respects except for their proposed effective and termination dates and provisions intended to comply with the requirements of the relevant SEC rule, such as provisions requiring escrow of advisory fees. Under an Interim Advisory Agreement, the Adviser would continue to manage a Fund until a new advisory agreement was approved by stockholders or until the end of the 150-day period after termination of the Current Agreement, whichever would occur earlier. All fees earned by the Adviser under an Interim Advisory Agreement would be held in escrow pending shareholder approval of the Proposed Agreement. Upon approval of a new advisory agreement by stockholders, the escrowed management fees would be paid to the Adviser, and the Interim Advisory Agreement would terminate.

Information Regarding the Review and Approval of the Fund’s Current Advisory Agreement

The disinterested directors (the “directors”) of AB Cap Fund, Inc. (the “Company”) unanimously approved the continuance of the Company’s Advisory Agreement with the Adviser in respect of AB Small Cap Value Portfolio (the “Fund”) at a meeting held in-person on May 5-7, 2026 (the “Meeting”).

Prior to approval of the continuance of the Advisory Agreement, the directors had requested from the Adviser, and received and evaluated, extensive materials. They reviewed the proposed continuance of the Advisory Agreement with the Adviser and with experienced counsel who are independent of the Adviser, who advised on the relevant legal standards. The directors also reviewed additional materials, including comparative analytical data prepared by the Senior Vice President of the Fund. The directors also discussed the proposed continuance in private sessions with counsel.

The directors considered their knowledge of the nature and quality of the services provided by the Adviser to the Fund gained from their experience as directors or trustees of most of the registered investment companies advised by the Adviser, their overall confidence in the Adviser’s integrity and competence they have gained from that experience, the Adviser’s initiative in identifying and raising potential issues with the directors and its responsiveness, frankness and attention to concerns raised by the directors in the past, including the Adviser’s willingness to consider and implement organizational and operational changes designed to improve investment results and the services provided to the AB Funds. The directors noted that they have four regular meetings each year, at each of which they review extensive materials and information from the Adviser, including information on the investment performance of the Fund.

The directors also considered all factors they believed relevant, including the specific matters discussed below. During the course of their deliberations, the

 

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AB Small Cap Value Portfolio 33


directors evaluated, among other things, the reasonableness of the advisory fee. The directors did not identify any particular information that was all-important or controlling, and different directors may have attributed different weights to the various factors. The directors determined that the selection of the Adviser to manage the Fund and the overall arrangements between the Fund and the Adviser, as provided in the Advisory Agreement, including the advisory fee, were fair and reasonable in light of the services performed, expenses incurred and such other matters as the directors considered relevant in the exercise of their business judgment. The material factors and conclusions that formed the basis for the directors’ determinations included the following:

Nature, Extent and Quality of Services Provided

The directors considered the scope and quality of services provided by the Adviser under the Advisory Agreement, including the quality of the investment research capabilities of the Adviser and the other resources it has dedicated to performing services for the Fund. The directors noted that the Adviser from time to time reviews the Fund’s investment strategies and from time to time proposes changes intended to improve the Fund’s relative or absolute performance for the directors’ consideration. They also noted the professional experience and qualifications of the Fund’s portfolio management team and other senior personnel of the Adviser. The directors also considered that the Advisory Agreement provides that the Fund will reimburse the Adviser for the cost to it of providing certain clerical, accounting, administrative and other services to the Fund by employees of the Adviser or its affiliates. Requests for these reimbursements are made on a quarterly basis and subject to approval by the directors. Reimbursements, to the extent requested and paid, result in a higher rate of total compensation from the Fund to the Adviser than the fee rate stated in the Advisory Agreement. The directors noted that the methodology used to determine the reimbursement amounts had been reviewed by an independent consultant at the request of the directors. The quality of administrative and other services, including the Adviser’s role in coordinating the activities of the Fund’s other service providers, also was considered. The directors concluded that, overall, they were satisfied with the nature, extent and quality of services provided to the Fund under the Advisory Agreement.

Costs of Services Provided and Profitability

The directors reviewed a schedule of the revenues and expenses and related notes indicating the profitability of the Fund to the Adviser for calendar years 2024 and 2025 that had been prepared with an expense allocation methodology arrived at in consultation with an independent consultant at the request of the directors. The directors noted the assumptions and methods of allocation used by the Adviser in preparing fund-specific profitability data and understood that there are a number of potentially acceptable allocation methodologies for information of this type. The directors noted that the profitability information reflected all revenues and expenses of the Adviser’s relationship with the Fund, including those relating to its subsidiaries that provide transfer agency, distribution and brokerage services to the Fund. The directors recognized that it is difficult to make comparisons of the profitability of the Advisory Agreement with

 

34 AB Small Cap Value Portfolio

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the profitability of advisory contracts for unaffiliated funds because comparative information is not generally publicly available and is affected by numerous factors. The directors focused on the profitability of the Adviser’s relationship with the Fund before taxes and distribution expenses. The directors concluded that the Adviser’s level of profitability from its relationship with the Fund was not unreasonable.

Fall-Out Benefits

The directors considered the other benefits to the Adviser and its affiliates from their relationships with the Fund and the money market fund advised by the Adviser in which the Fund invests, including, but not limited to, benefits relating to soft dollar arrangements (whereby investment advisers receive brokerage and research services from brokers that execute agency transactions for their clients); 12b-1 fees and sales charges received by the Fund’s principal underwriter (which is a wholly owned subsidiary of the Adviser) in respect of certain classes of the Fund’s shares; brokerage commissions paid by the Fund to brokers affiliated with the Adviser; and transfer agency fees paid by the Fund to a wholly owned subsidiary of the Adviser. The directors recognized that the Adviser’s profitability would be somewhat lower without these benefits. The directors understood that the Adviser also might derive reputational and other benefits from its association with the Fund.

Investment Results

In addition to the information reviewed by the directors in connection with the Meeting, the directors receive detailed performance information for the Fund at each regular Board meeting during the year.

At the Meeting, the directors reviewed performance information prepared by an independent service provider (the “15(c) service provider”), showing the performance of the Advisor Class shares of the Fund against a group of similar funds (“peer group”) and a larger group of similar funds (“peer universe”), each selected by the 15(c) service provider, and information prepared by the Adviser showing performance of the Advisor Class shares against a broad-based securities market index, in each case for the 1-, 3-, 5- and 10-year periods ended February 28, 2026 and (in the case of comparisons with the broad-based securities market index) for the period from inception. The directors discussed with the Adviser the reasons for the Fund’s underperformance in certain periods reviewed and determined to continue to monitor the Fund’s performance closely.

Advisory Fees and Other Expenses

The directors considered the advisory fee rate payable by the Fund to the Adviser and information prepared by the 15(c) service provider concerning advisory fee rates payable by other funds in the same category as the Fund. The directors recognized that it is difficult to make comparisons of advisory fees because there are variations in the services that are included in the fees paid by other funds. The directors compared the Fund’s contractual advisory fee rate with a peer group median and noted that it was lower than the median. They

 

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AB Small Cap Value Portfolio 35


also noted that the Adviser’s total rate of compensation, taking into account the administrative expense reimbursement paid to the Adviser in the latest fiscal year, was lower than the median.

The directors also considered the Adviser’s fee schedule for other clients utilizing investment strategies similar to those of the Fund. For this purpose, they reviewed the relevant advisory fee information from the Adviser’s Form ADV and in a report from the Fund’s Senior Vice President and noted the differences between the Fund’s fee schedule, on the one hand, and the Adviser’s institutional fee schedule, on the other. The directors noted that the Adviser may, in some cases, agree to fee rates with large institutional clients that are lower than those reviewed by the directors and that they had previously discussed with the Adviser its policies in respect of such arrangements.

The Adviser reviewed with the directors the significantly greater scope of the services it provides to the Fund relative to institutional clients. In this regard, the Adviser noted, among other things, that, compared to institutional accounts, the Fund (i) demands considerably more portfolio management, research and trading resources due to significantly higher daily cash flows; (ii) has more tax and regulatory restrictions and compliance obligations; (iii) must prepare and file or distribute regulatory and other communications about fund operations; and (iv) must provide shareholder servicing to retail investors. The Adviser also reviewed the greater legal risks presented by the large and changing population of Fund shareholders who may assert claims against the Adviser in individual or class actions, and the greater entrepreneurial risk in offering new fund products, which require substantial investment to launch, may not succeed, and generally must be priced to compete with larger, more established funds resulting in lack of profitability to the Adviser until a new fund achieves scale. In light of the substantial differences in services rendered by the Adviser to institutional clients as compared to the Fund, and the different risk profile, the directors considered these fee comparisons inapt and did not place significant weight on them in their deliberations.

In connection with their review of the Fund’s advisory fee, the directors also considered the total expense ratio of the Advisor Class shares of the Fund in comparison to the medians for a peer group and a peer universe selected by the 15(c) service provider. The Advisor Class expense ratio of the Fund was based on the Fund’s latest fiscal year. The Adviser had agreed to cap the Fund’s expenses, but the directors noted that the Fund’s expense ratio was currently below the level of the Adviser’s cap. The directors noted that it was likely that the expense ratios of some of the other funds in the Fund’s category were lowered by waivers or reimbursements by those funds’ investment advisers, which in some cases might be voluntary or temporary. The directors view expense ratio information as relevant to their evaluation of the Adviser’s services because the Adviser is responsible for coordinating services provided to the Fund by others. The directors noted that the Fund’s expense ratio was lower than the medians. Based on their review, the directors concluded that the Fund’s expense ratio was acceptable.

 

36 AB Small Cap Value Portfolio

  ABFunds.com


Economies of Scale

The directors noted that the advisory fee schedule for the Fund does not contain breakpoints and that they had discussed their strong preference for breakpoints in advisory contracts with the Adviser. The directors took into consideration prior presentations by an independent consultant on economies of scale in the mutual fund industry and for the AB Funds, and presentations from time to time by the Adviser concerning certain of its views on economies of scale. The directors also had requested and received from the Adviser certain updates on economies of scale in advance of the Meeting. The directors believe that economies of scale may be realized (if at all) by the Adviser across a variety of products and services, and not only in respect of a single fund. The directors noted that there is no established methodology for setting breakpoints that give effect to the fund-specific services provided by a fund’s adviser and to the economies of scale that an adviser may realize in its overall mutual fund business or those components of it which directly or indirectly affect a fund’s operations. The directors observed that in the mutual fund industry as a whole, as well as among funds similar to the Fund, there is no uniformity or pattern in the fees and asset levels at which breakpoints (if any) apply. The directors also noted that the advisory agreements for many funds do not have breakpoints at all. The directors informed the Adviser that they would monitor the Fund’s asset level (which was well below the level at which they would anticipate adding an initial breakpoint) and its profitability to the Adviser and anticipated revisiting the question of breakpoints in the future if circumstances warranted doing so.

 

ABFunds.com  

AB Small Cap Value Portfolio 37


NOTES

 

 

38 AB Small Cap Value Portfolio

  ABFunds.com


NOTES

 

 

ABFunds.com  

AB Small Cap Growth Portfolio 39


NOTES

 

 

40 AB Small Cap Value Portfolio

  ABFunds.com


LOGO

 

AB SMALL CAP VALUE PORTFOLIO

66 Hudson Boulevard East

New York, NY 10001

800 221 5672

 

SCV-0152-0526     LOGO


ITEM 8. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS FOR OPEN-END MANAGEMENT INVESTMENT COMPANIES.

There were no disagreements with accountants during the reporting period.

ITEM 9. PROXY DISCLOSURES FOR OPEN-END MANAGEMENT INVESTMENT COMPANIES.

There were no shareholder meetings during the reporting period.

ITEM 10. REMUNERATION PAID TO DIRECTORS, OFFICERS, AND OTHERS OF OPEN-END MANAGEMENT INVESTMENT COMPANIES.

Aggregate remuneration paid to all Directors and advisory board members are included within the Financial Statements under Item 7 of this Form N-CSR.

ITEM 11. STATEMENT REGARDING BASIS FOR APPROVAL OF INVESTMENT ADVISORY CONTRACT.

Statement regarding basis for Approval of Investment Advisory Contract included within the Financial Statements under Item 7 of this Form N-CSR.


ITEM 12. DISCLOSURE OF PROXY VOTING POLICIES AND PROCEDURES FOR CLOSED-END MANAGEMENT INVESTMENT COMPANIES.

Not applicable to the registrant.

ITEM 13. PORTFOLIO MANAGERS OF CLOSED-END MANAGEMENT INVESTMENT COMPANIES

Not applicable to the registrant.

ITEM 14. PURCHASES OF EQUITY SECURITIES BY CLOSED-END MANAGEMENT INVESTMENT COMPANY AND AFFILIATED PURCHASERS.

Not applicable to the registrant.

ITEM 15. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.

There have been no material changes to the procedures by which shareholders may recommend nominees to the Fund’s Board of Directors since the Fund last provided disclosure in response to this item.

ITEM 16. CONTROLS AND PROCEDURES.

(a) The registrant’s principal executive officer and principal financial officer have concluded that the registrant’s disclosure controls and procedures (as defined in Rule 30a-2(c) under the Investment Company Act of 1940, as amended) are effective at the reasonable assurance level based on their evaluation of these controls and procedures as of a date within 90 days of the filing date of this document.

(b) There were no changes in the registrant’s internal controls over financial reporting that occurred during the period covered by this report that has materially affected, or is 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 the registrant.

ITEM 18. RECOVERY OF ERRONEOUSLY AWARDED COMPENSATION.

Not applicable to the registrant.


ITEM 19. EXHIBITS.

The following exhibits are attached to this Form N-CSR:

 

EXHIBIT NO.

  

DESCRIPTION OF EXHIBIT

19(b)(1)

   Certification of Principal Executive Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

19(b)(2)

   Certification of Principal Financial Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

19(c)

   Certification of Principal Executive Officer and Principal Financial Officer Pursuant to Section 906 of the Sarbanes - Oxley Act of 2002


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): AB Cap Fund, Inc.
By:   /s/ Onur Erzan
  Onur Erzan
  President
Date:   July 29, 2026

Pursuant to the requirements of the Securities Exchange Act of 1934 and the Investment Company Act of 1940, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.

 

By:   /s/ Onur Erzan
  Onur Erzan
  President
Date:   July 29, 2026
By:   /s/ Stephen M. Woetzel
  Stephen M. Woetzel
  Treasurer and Chief Financial Officer
Date:   July 29, 2026

ATTACHMENTS / EXHIBITS

ATTACHMENTS / EXHIBITS

CERTIFICATIONS PURSUANT TO SECTION 302

CERTIFICATIONS PURSUANT TO SECTION 906

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