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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 811-21897

 

Manager Directed Portfolios
(Exact name of registrant as specified in charter)

 

615 East Michigan Street

Milwaukee, WI 53202
(Address of principal executive offices) (Zip code)

 

Ryan Frank, President

Manager Directed Portfolios

c/o U.S. Bank Global Fund Services

777 East Wisconsin Avenue, 6th Floor

Milwaukee, WI 53202
(Name and address of agent for service)

 

(414) 516-1519

Registrant’s telephone number, including area code

 

Date of fiscal year end: December 31, 2026

 

Date of reporting period: June 30, 2026

 
 

Item 1. Reports to Stockholders.

 

(a)
image
Spyglass Growth Fund
image
Institutional Shares | SPYGX
Semi-Annual Shareholder Report | June 30, 2026
This semi-annual shareholder report contains important information about the Spyglass Growth Fund (the “Fund”) for the period of January 1, 2026, to June 30, 2026. You can find additional information about the Fund at https://spygx.com/fund-documents/. You can also request this information by contacting us at 1-888-878-5680.
WHAT WERE THE FUND COSTS FOR THE LAST SIX MONTHS? (based on a hypothetical $10,000 investment)
Class Name
Costs of a $10,000 investment
Costs paid as a percentage of a $10,000 investment*
Institutional Shares
$48
1.00%
* Annualized
KEY FUND STATISTICS (as of June 30, 2026)
Net Assets
$1,007,048,705
Number of Holdings
25
Net Advisory Fee Paid
$4,385,442
Portfolio Turnover Rate
37%
WHAT DID THE FUND INVEST IN? (as of  June 30, 2026)
Top Sectors*
(% of Net Assets)
Information Technology
41.6
%
Industrials
16.0
%
Financials
15.2
%
Consumer Discretionary
11.0
%
Health Care
10.8
%
Real Estate
4.1
%
Cash & Other
1.3
%
Top Holdings
(% of Net Assets)
Affirm Holdings, Inc.
6.7
%
Credo Technology Group Holding Ltd.
5.8
%
Samsara, Inc.
5.3
%
AppLovin Corp.
5.3
%
AAON, Inc.
5.3
%
Fair Isaac Corp.
4.8
%
Shift4 Payments, Inc.
4.8
%
Snowflake, Inc.
4.5
%
Illumina, Inc.
4.3
%
CoStar Group, Inc.
4.1
%
* The Global Industry Classification Standard (“GICS®”) was developed by and/or is the exclusive property of MSCI, Inc. (“MSCI”) and Standard & Poor’s Financial Services LLC (“S&P”). GICS® is a service mark of MSCI and S&P and has been licensed for use by U.S. Bank Global Fund Services.
For additional information about the Fund, including its prospectus, financial information, holdings and proxy voting information, scan the QR code above or visit  https://spygx.com/fund-documents/.
Spyglass Growth Fund  PAGE 1  TSR-SAR-56170L703

 
HOUSEHOLDING
To reduce Fund expenses, only one copy of most shareholder documents may be mailed to shareholders with multiple accounts at the same address (Householding). If you would prefer that your Fund documents not be householded, please contact the Fund  at 1-888-878-5680, or contact your financial intermediary. Your instructions will typically be effective within 30 days of receipt by the Fund  or your financial intermediary.
Spyglass Growth Fund  PAGE 2  TSR-SAR-56170L703

 
(b) Not applicable.

 

Item 2. Code of Ethics.

 

Not applicable for semi-annual reports.

 

Item 3. Audit Committee Financial Expert.

 

Not applicable for semi-annual reports.

 

Item 4. Principal Accountant Fees and Services.

 

Not applicable for semi-annual reports.

 

Item 5. Audit Committee of Listed Registrants.

 

Not applicable.

 

Item 6. Investments.

 

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

 

(b) Not applicable.
 

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

 

(a)

Spyglass Growth Fund
Core Financial Statements
Semiannual Report June 30, 2026 (Unaudited)

TABLE OF CONTENTS
 
Page

TABLE OF CONTENTS

Spyglass Growth Fund
Schedule of Investments
June 30, 2026 (Unaudited)
 
Shares  
Value  
COMMON STOCKS - 98.7%
Consumer Discretionary - 11.0%
Carvana Co.(a)
534,142
$35,157,226
DoorDash, Inc. - Class A(a)
214,659
39,611,025
Global-e Online Ltd.(a)
1,053,719
36,595,661
111,363,912
Financials - 15.2%
Affirm Holdings, Inc.(a)
828,417
67,557,406
Chime Financial, Inc. - Class A(a)
1,834,903
37,578,814
Shift4 Payments, Inc. - Class A(a)
986,719
47,994,012
153,130,232
Health Care - 10.8%
Ascendis Pharma AS(a)
115,902
30,913,381
Illumina, Inc.(a)
246,866
43,406,449
Medpace Holdings, Inc.(a)
64,769
34,301,015
108,620,845
Industrials - 16.0%
AAON, Inc.
417,868
53,010,734
API Group Corp.(a)
625,625
26,495,219
Forgent Power Solutions, Inc. - Class A(a)
379,565
21,202,501
Loar Holdings, Inc.(a)
329,113
26,529,799
QXO, Inc.(a)
1,962,758
33,916,458
161,154,711
Information Technology - 41.6%(b)
AppLovin Corp. - Class A(a)
102,903
53,018,713
Cadence Design Systems, Inc.(a)
84,752
31,809,121
Credo Technology Group Holding Ltd.(a)
216,267
58,813,811
Fair Isaac Corp.(a)
40,287
48,134,102
HubSpot, Inc.(a)
200,035
36,508,388
MKS, Inc.
63,777
28,368,009
MongoDB, Inc.(a)
120,117
40,347,300
Procore Technologies, Inc.(a)
566,558
23,013,586
Samsara, Inc. - Class A(a)
1,660,254
53,842,037
Snowflake, Inc. - Class A(a)
177,572
45,192,074
419,047,141
Real Estate - 4.1%
CoStar Group, Inc.(a)
1,450,018
41,064,510
TOTAL COMMON STOCKS
(Cost $888,849,869)
994,381,351
TOTAL INVESTMENTS - 98.7%
(Cost $888,849,869)
$994,381,351
Other Assets in Excess of Liabilities - 1.3%
12,667,354
TOTAL NET ASSETS - 100.0%
$1,007,048,705
The accompanying notes are an integral part of these financial statements.
1

TABLE OF CONTENTS

Spyglass Growth Fund
Schedule of Investments
June 30, 2026 (Unaudited)(Continued)
Percentages are stated as a percent of net assets.
The Global Industry Classification Standard (“GICS®”) was developed by and/or is the exclusive property of MSCI, Inc. (“MSCI”) and Standard & Poor’s Financial Services LLC (“S&P”). GICS® is a service mark of MSCI and S&P and has been licensed for use by U.S. Bank Global Fund Services.
(a)
Non-income producing security.
(b)
To the extent that the Fund invests more heavily in particular industries or sectors of the economy, its performance will be especially sensitive to developments that significantly affect those industries or sectors.
The accompanying notes are an integral part of these financial statements.
2

TABLE OF CONTENTS

Spyglass Growth Fund
Statement of Assets and Liabilities
June 30, 2026 (Unaudited)
ASSETS:
Investments, at value
$994,381,351
Cash - interest bearing deposit account
11,279,002
Receivable for fund shares sold
3,095,506
Interest receivable
37,748
Prepaid expenses and other assets
96,763
Total assets
1,008,890,370
LIABILITIES:
Payable for capital shares redeemed
1,018,883
Payable to advisor
745,079
Payable for fund administration and accounting fees
65,334
Payable for custodian fees
10,209
Payable for compliance fees
903
Payable for expenses and other liabilities
1,257
Total liabilities
1,841,665
NET ASSETS
$ 1,007,048,705
Net Assets Consist of:
Paid-in capital
$ 1,574,174,087
Total accumulated losses
(567,125,382 )
Total net assets
$ 1,007,048,705
Institutional Class
Net assets
$ 1,007,048,705
Shares issued and outstanding(a)
45,916,748
Net asset value per share, offering, and redemption price
$21.93
Cost:
Investments, at cost
$888,849,869
(a)
Unlimited shares authorized at a $0.01 par value.
The accompanying notes are an integral part of these financial statements.
3

TABLE OF CONTENTS

Spyglass Growth Fund
Statement of Operations
For the Period Ended June 30, 2026 (Unaudited)
INVESTMENT INCOME:
Interest income
$167,642
Dividend income
135,233
Less: dividend withholding taxes
(3,281)
Less: issuance fees
(13,687)
Total investment income
285,907
EXPENSES:
Investment advisory fee (Note 4)
4,780,764
Fund administration and accounting fees (Note 4)
221,297
Transfer agent fees (Note 4)
47,407
Custodian fees (Note 4)
29,521
Federal and state registration fees
26,235
Trustees’ fees
15,486
Reports to shareholders
11,437
Legal fees
10,992
Audit fees
10,770
Compliance fees (Note 4)
6,154
Other expenses and fees
16,023
Total expenses
5,176,086
​Expense reimbursement by advisor (Note 4)
(395,322)
Net expenses
4,780,764
NET INVESTMENT LOSS
(4,494,857)
REALIZED AND UNREALIZED LOSS
Net realized loss from:
Investments
(37,948,865)
Net realized loss
(37,948,865)
Net change in unrealized depreciation on:
Investments
(26,114,876)
Net change in unrealized depreciation
(26,114,876)
Net realized and unrealized loss
(64,063,741)
NET DECREASE IN NET ASSETS RESULTING FROM OPERATIONS
$ (68,558,598)
The accompanying notes are an integral part of these financial statements.
4

TABLE OF CONTENTS

Spyglass Growth Fund
Statements of Changes in Net Assets
 
Period Ended
June 30, 2026
(Unaudited)
Year Ended
December 31,
2025
OPERATIONS:
Net investment loss
$(4,494,857)
$(8,688,410)
Net realized gain (loss)
(37,948,865)
265,122,598
Net change in unrealized depreciation
(26,114,876)
(127,580,678)
Net increase (decrease) in net assets from operations
(68,558,598)
128,853,510
CAPITAL TRANSACTIONS:
Shares sold - Institutional Class
103,408,012
94,591,665
Shares issued in connection with reorganization(a)
234,303,617
Shares redeemed - Institutional Class
(185,936,995)
(250,616,445)
Net increase (decrease) in net assets from capital transactions
(82,528,983)
78,278,837
NET INCREASE (DECREASE) IN NET ASSETS
(151,087,581)
207,132,347
NET ASSETS:
Beginning of the period
1,158,136,286
951,003,939
End of the period
$ 1,007,048,705
$ 1,158,136,286
SHARES TRANSACTIONS
Shares sold - Institutional Class
5,179,129
4,652,102
Shares issued in connection with reorganization(a)
9,856,847
Shares redeemed - Institutional Class
(9,093,686)
(12,043,004)
Total increase (decrease) in shares outstanding
(3,914,557)
2,465,945
(a)
The Jackson Square SMID-Cap Growth Fund and Jackson Square Large-Cap Growth Fund reorganized into the Spyglass Growth Fund, which occurred after the close of business on October 31, 2025 and December 5, 2025 respectively. (See Note 11 of the Notes to Financial Statements.)
The accompanying notes are an integral part of these financial statements.
5

TABLE OF CONTENTS

Spyglass Growth Fund
Financial Highlights
Institutional Class
For a capital share outstanding throughout each period
 
Period Ended
June 30, 2026
(Unaudited)
Year Ended December 31,
2025
2024
2023
2022
2021
PER SHARE DATA:
Net asset value, beginning of period
$23.24
$20.08
$14.54
$9.43
$17.88
$22.19
INVESTMENT OPERATIONS:
Net investment loss(a)
(0.09)
(0.17)
(0.14)
(0.08)
(0.10)
(0.22)
Net realized and unrealized gain (loss) on investments
(1.22)
3.33
5.68
5.19
(8.34)
(1.28)
Total from investment operations
(1.31)
3.16
5.54
5.11
(8.44)
(1.50)
LESS DISTRIBUTIONS FROM:
Net realized gains
(0.01)
(2.81)
Total distributions
(0.01)
(2.81)
Net asset value, end of period
$21.93
$23.24
$20.08
$14.54
$9.43
$17.88
TOTAL RETURN(b)
(5.64)%
15.74%
38.10%
54.19%
(47.23)%
(6.42)%
SUPPLEMENTAL DATA AND RATIOS:
Net assets, end of period (in thousands)
$1,007,049
$1,158,136
$951,004
$773,375
$614,538
$2,064,723
Ratio of expenses to average net assets:
Before expense reimbursement/recoupment(c)
1.08%
1.09%
1.10%
1.13%
1.09%
1.05%
After expense reimbursement/recoupment(c)
1.00%
1.00%
1.00%
1.00%
1.00%
1.00%
Ratio of net investment loss to average net assets(c)
(0.94)%
(0.93)%
(0.84)%
(0.67)%
(0.76)%
(0.95)%
Portfolio turnover rate(b)
37%
85%
66%
63%
54%
51%
(a)
Net investment loss per share has been calculated based on average shares outstanding during the periods.
(b)
Not annualized for periods less than one year.
(c)
Annualized for periods less than one year.
The accompanying notes are an integral part of these financial statements.
6

TABLE OF CONTENTS

SPYGLASS GROWTH FUND
NOTES TO FINANCIAL STATEMENTS
at June 30, 2026 (Unaudited)
NOTE 1 – ORGANIZATION
The Spyglass Growth Fund (the “Fund”) is a series of Manager Directed Portfolios (the “Trust”). The Trust is registered under the Investment Company Act of 1940, as amended (the “1940 Act”), and was organized as a Delaware statutory trust on April 4, 2006. The Fund is an open-end investment management company and is a non-diversified series of the Trust. Spyglass Capital Management LLC (the “Advisor”) serves as the investment advisor to the Fund. As an investment company, the Fund follows the investment company accounting and reporting guidance of the Financial Accounting Standards Board (“FASB”) Accounting Standard Codification Topic 946 Financial Services – Investment Companies. The investment objective of the Fund is to seek long term capital appreciation.
NOTE 2 – SIGNIFICANT ACCOUNTING POLICIES
The following is a summary of significant accounting policies consistently followed by the Fund. These policies are in conformity with U.S. generally accepted accounting principles (“GAAP”).
A.
Security Valuation: All investments in securities are recorded at their estimated fair value, as described in Note 3.
B.
Federal Income Taxes: It is the Fund’s policy to comply with the requirements of Subchapter M of the Internal Revenue Code applicable to regulated investment companies and to distribute substantially all of its taxable income to its shareholders. Therefore, no federal income or excise tax provisions are required.
The Fund recognizes the tax benefits of uncertain tax positions only where the position is “more likely than not” to be sustained assuming examination by tax authorities. Management has analyzed the Fund’s tax positions and has concluded that no liability for unrecognized tax benefits should be recorded related to uncertain tax positions taken or expected to be taken on a tax return. The tax returns for the Fund for the prior three fiscal years are open for examination. The Fund identifies its major tax jurisdictions as U.S. Federal and the state of Delaware.
C.
Securities Transactions, Income, Expenses, and Distributions: Securities transactions are accounted for on the trade date. Realized gains and losses on securities sold are determined on the basis of identified cost. Interest income is recorded on an accrual basis. Dividend income and distributions to shareholders are recorded on the ex-dividend date. Withholding taxes on foreign dividends have been provided for in accordance with the Fund’s understanding of the applicable country’s tax rules and rates.
The Fund distributes substantially all of its net investment income, if any, and net realized capital gains, if any, annually. Distributions from net realized gains for book purposes may include short-term capital gains. All short-term capital gains are included in ordinary income for tax purposes. The amount of dividends and distributions to shareholders from net investment income and net realized capital gains is determined in accordance with federal income tax regulations, which may differ from GAAP. To the extent these book/tax differences are permanent, such amounts are reclassified within the capital accounts based on their federal tax treatment.
The Fund is charged for those expenses that are directly attributable to it, such as investment advisory, custody and transfer agent fees. Expenses that are not attributable to the Fund are typically allocated among the funds in the Trust proportionately based on allocation methods approved by the Board of Trustees (the “Board”). Common expenses of the Trust are typically allocated among the funds in the Trust based on a fund’s respective net assets, or by other equitable means.
D.
Use of Estimates: The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities at the date of the financial statements and the reported amounts of increases and decreases in net assets during the reporting period. Actual results could differ from those estimates.
E.
Reclassification of Capital Accounts: GAAP requires that certain components of net assets relating to permanent differences be reclassified between financial and tax reporting. These reclassifications have no effect on net assets or net asset value per share.
7

TABLE OF CONTENTS

SPYGLASS GROWTH FUND
NOTES TO FINANCIAL STATEMENTS
at June 30, 2026 (Unaudited)(Continued)
F.
Events Subsequent to the Fiscal Period End: In preparing the financial statements as of June 30, 2026 and through the date the financial statements were issued, management considered the impact of subsequent events for potential recognition or disclosure in the financial statements and has concluded that no additional disclosures or recognition are required.
NOTE 3 – SECURITIES VALUATION
The Fund has adopted authoritative fair value accounting standards which establish an authoritative definition of fair value and set out a hierarchy for measuring fair value. These standards require additional disclosures about the various inputs and valuation techniques used to develop the measurements of fair value, a discussion of changes in valuation techniques and related inputs during the period and expanded disclosure of valuation levels for major security types. These inputs are summarized in the three broad levels listed below:
Level 1 –
Unadjusted, quoted prices in active markets for identical assets or liabilities that the Fund has the ability to access at the date of measurement.
Level 2 –
Observable inputs other than quoted prices included in Level 1 that are observable for the asset or liability, either directly or indirectly. These inputs may include quoted prices for the identical instrument on an inactive market, prices for similar instruments, interest rates, prepayment speeds, credit risk, yield curves, default rates and similar data.
Level 3 –
Unobservable inputs for the asset or liability, to the extent relevant observable inputs are not available, representing the Fund’s own assumptions about the assumptions a market participant would use in valuing the asset or liability, and would be based on the best information available.
Following is a description of the valuation techniques applied to the Fund’s major categories of assets and liabilities measured at fair value on a recurring basis.
Equity Securities: Equity securities, including common stocks, preferred stocks, foreign-issued common stocks, closed-end mutual funds and real estate investment trusts (REITs), that are primarily traded on a national securities exchange shall be valued at the last sale price on the exchange on which they are primarily traded on the day of valuation or, if there has been no sale on such day, at the mean between the bid and asked prices. Securities primarily traded in the NASDAQ Global Market System for which market quotations are readily available shall be valued using the NASDAQ Official Closing Price (“NOCP”). If the NOCP is not available, such securities shall be valued at the last sale price on the day of valuation, or if there has been no sale on such day, at the mean between the bid and asked prices. Over-the-counter securities that are not traded on a listed exchange are valued at the last sale price in the over-the-counter market. Over-the-counter securities which are not traded in the NASDAQ Global Market System shall be valued at the mean between the bid and asked prices. To the extent these securities are actively traded and valuation adjustments are not applied, they are categorized in Level 1 of the fair value hierarchy.
Registered Investment Companies: Investments in mutual funds are generally priced at the ending NAV provided by the applicable registered investment company’s service agent and will be classified in Level 1 of the fair value hierarchy. Exchange-traded funds are valued at the last reported sale price on the exchange on which that security is principally traded, and will be classified in Level 1 of the fair value hierarchy.
Short-Term Debt Securities: Debt securities, including short-term debt instruments having a maturity of less than 60 days, are valued at the evaluated mean price supplied by an approved pricing service. Pricing services may use various valuation methodologies including matrix pricing and other analytical pricing models as well as market transactions and dealer quotations. Short-term securities are generally classified in Level 1 or Level 2 of the fair market hierarchy depending on the inputs used and market activity levels for specific securities.
Cash and Cash Equivalents: Cash and cash equivalents include cash on hand and demand deposits. The Fund sweeps uninvested cash into a Money Market Deposit Account (MMDA) offered by U.S. Bank. MMDAs are interest-bearing accounts that offer competitive interest rates and limited transactions capabilities. These accounts are insured by the Federal Deposit Insurance Corporation (FDIC) up to $250,000 per depositor, per bank. The Fund regularly operates in excess of the FDIC limit.
8

TABLE OF CONTENTS

SPYGLASS GROWTH FUND
NOTES TO FINANCIAL STATEMENTS
at June 30, 2026 (Unaudited)(Continued)
In the absence of prices from a pricing service or in the event that market quotations are not readily available, fair value will be determined under the Fund’s valuation procedures adopted pursuant to Rule 2a-5. Pursuant to those procedures, the Board has appointed the Advisor as the Fund’s valuation designee (the “Valuation Designee”) to perform all fair valuations of the Fund’s portfolio investments, subject to the Board’s oversight. As the Valuation Designee, the Advisor has established procedures for its fair valuation of the Fund’s portfolio investments. These procedures address, among other things, determining when market quotations are not readily available or reliable and the methodologies to be used for determining the fair value of investments, as well as the use and oversight of third-party pricing services for fair valuation.
Depending on the relative significance of the valuation inputs, fair valued securities may be classified in either Level 2 or Level 3 of the fair value hierarchy.
The inputs or methodology used for valuing securities are not an indication of the risk associated with investing in those securities. The following is a summary of the fair valuation hierarchy of the Fund’s securities as of June 30, 2026:
Assets
Level 1
Level 2
Level 3
Total
Investments, at Value
Common Stocks*
$994,381,351
$
$
$994,381,351
Total Investments, at Value
$994,381,351
$
$
$994,381,351
*
Refer to the Schedule of Investments for industry classifications.
NOTE 4 – INVESTMENT ADVISORY FEE AND OTHER TRANSACTIONS WITH AFFILIATES
For the period ended June 30, 2026, the Advisor provided the Fund with investment management services under an Investment Advisory Agreement. The Advisor furnishes all investment advice, office space, and facilities, and provides most of the personnel needed by the Fund. As compensation for its services, the Advisor is entitled to a monthly fee at an annual rate of 1.00% of the average daily net assets of the Fund. For the period ended June 30, 2026, the Fund incurred $4,780,764 in advisory fees. Advisory fees payable at June 30, 2026 for the Fund were $745,079.
The Fund is responsible for its own operating expenses. The Advisor has contractually agreed to waive its management fees and/or absorb expenses of the Fund to ensure that the total annual operating expenses (excluding any front-end or contingent deferred loads, Rule 12b-1 plan fees, shareholder servicing plan fees, taxes, leverage (i.e. any expenses incurred in connection with borrowings made by the Fund), interest (including interest incurred in connection with bank and custody overdrafts), brokerage commissions and other transactional expenses, expenses incurred in connection with any merger or reorganization, dividends and interest on short positions, acquired fund fees and expenses and extraordinary expenses such as litigation), do not exceed 1.00% of the average daily net assets for the Fund’s Institutional Shares.
For the period ended June 30, 2026, the Advisor reimbursed expenses in the amount of $395,322 for the Fund. The waivers and reimbursements will remain in effect through April 30, 2027 unless terminated sooner by, or with the consent of, the Board.
The Advisor may request recoupment of previously waived fees and paid expenses in any subsequent month in the three-year period from the date of the management fee reduction and expense payment if the aggregate amount actually paid by the Fund toward the operating expenses for such fiscal year (taking into account the reimbursement) will not cause the Fund’s expenses to exceed the lesser of: (1) the expense limitation in place at the time of the management fee reduction and expense payment; or (2) the expense limitation in place at the time of the recoupment. Any such
9

TABLE OF CONTENTS

SPYGLASS GROWTH FUND
NOTES TO FINANCIAL STATEMENTS
at June 30, 2026 (Unaudited)(Continued)
recoupment is also contingent upon the Trust’s review and approval. Such recoupment may not be paid prior to the Fund’s payment of current ordinary operating expenses. Cumulative expenses subject to recapture pursuant to the aforementioned conditions expire as follows:
Amount
Expiration
$445,759
12/31/2026
822,434
12/31/2027
832,836
12/31/2028
395,322
6/30/2029
U.S. Bancorp Fund Services, LLC, doing business as U.S. Bank Global Fund Services, LLC (“Fund Services” or the “Administrator”) acts as the Fund’s Administrator under an Administration Agreement. The Administrator prepares various federal and state regulatory filings, reports and returns for the Fund; prepares reports and materials to be supplied to the Trustees; monitors the activities of the Fund’s custodian, transfer agent and accountants; coordinates the preparation and payment of the Fund’s expenses and reviews the Fund’s expense accruals. Fund Services also serves as the fund accountant and transfer agent, and provides Chief Compliance Officer services to the Fund. U.S. Bank N.A., an affiliate of Fund Services, serves as the Fund’s custodian. For the period ended June 30, 2026, the Fund incurred the following expenses for fund administration, accounting, transfer agent, custody, and compliance fees:
Fund Administration and Accounting
$221,297
Custodian
$29,521
Transfer agent
$47,407
Compliance
$6,154
At June 30, 2026, the Fund had payables due to Fund Services for fund administration, accounting and compliance fees and to U.S. Bank N.A. for custody fees in the following amounts:
Fund Administration and Accounting
$65,334
Custodian
$10,209
Compliance
$903
ALPS Distributors, Inc. (the “Distributor”) acts as the Fund’s principal underwriter in a continuous public offering of the Fund’s shares.
Certain officers of the Trust are employees of the Administrator and are not paid any fees by the Fund for serving in such capacities.
NOTE 5 – SECURITIES TRANSACTIONS
For the period ended June 30, 2026, the cost of purchases and the proceeds from sales of securities, excluding short-term securities, were as follows:
 
Purchases
Sales
Spyglass Growth Fund
$363,593,261
$452,677,151
There were no purchases or sales of long-term U.S. Government securities.
10

TABLE OF CONTENTS

SPYGLASS GROWTH FUND
NOTES TO FINANCIAL STATEMENTS
at June 30, 2026 (Unaudited)(Continued)
NOTE 6 – INCOME TAXES AND DISTRIBUTIONS TO SHAREHOLDERS
As of December 31, 2025, the components of accumulated earnings/(losses) on a tax basis were as follows:
Cost of investments(a)
$1,038,126,371
Gross unrealized appreciation
200,615,574
Gross unrealized depreciation
(90,679,184)
Net unrealized appreciation
109,936,390
Undistributed ordinary income
Undistributed long-term capital gain
Total distributable earnings
Other accumulated losses
(608,503,174)
Total accumulated losses
$(498,566,784)
(a)
The difference between the book basis and tax basis net unrealized depreciation and cost is attributable primarily to wash sales.
The Fund elected to defer $339,734 of late year losses for the year ended December 31, 2025.
As of December 31, 2025, the Fund had short-term capital loss carryforward of $180,330,174. These capital loss carryforwards are used to offset capital gains, and do not expire. During the year ended December 31, 2025, the Fund utilized short-term and long-term capital loss carryover in the amounts of $183,077,249 and $81,572,893 respectively, to reduce taxable income.
In connection with the reorganizations (see Note 11), the Fund succeeded to capital loss carryforwards of the predecessor funds. The utilization of these capital loss carryforwards is subject to annual limitations under the Internal Revenue Code. The Jackson Square Large-Cap Fund had capital loss carryforward limitations of $76,737 for short-term and $280,308 for long-term. The limitations for the Jackson Square SMID-Cap Fund were $1,490,345 short-term, and $1,087,660 long-term.
The Fund did not pay any distributions during the years ended December 31, 2025 and 2024.
Generally accepted accounting principles require that certain components of net assets relating to permanent differences be reclassified between financial and tax reporting. These reclassifications have no effect on net assets or net asset value per share. For the fiscal year ended December 31, 2025, the effect of permanent “book/tax” reclassifications relate to the Fund’s net operating losses during the current fiscal year, as well as the acquisition of the target funds in the merger (see Note 11). These reclassifications resulted in increases and decreases to components of the Fund’s net assets as follows:
 
Total Accumulated
Loss
Paid-In
Capital
Spyglass Growth Fund
$(420,914,403)
$420,914,403
NOTE 7 – GUARANTEES AND INDEMNIFICATIONS
In the normal course of business, the Fund enters into contracts that contain a variety of representations and warranties and which provide general indemnifications. The Fund’s maximum exposure under these arrangements is unknown, as this would involve future claims that may be made against the Fund that have not yet occurred. However, based on experience, the Fund expects the risk of loss to be remote.
NOTE 8 – CONTROL OWNERSHIP
The beneficial ownership, either directly or indirectly, of more than 25% of the voting securities of a fund creates a presumption of control of the fund, under Section 2(a)(9) of the 1940 Act. As of June 30, 2026, Charles Schwab & Co., Inc. held 26% of the outstanding shares of the Fund. The Fund has no knowledge as to whether all or any portion of the shares owned of record by Charles Schwab & Co., Inc. are also beneficially owned.
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TABLE OF CONTENTS

SPYGLASS GROWTH FUND
NOTES TO FINANCIAL STATEMENTS
at June 30, 2026 (Unaudited)(Continued)
NOTE 9 – SEGMENT REPORTING
The Fund operates as a single segment entity. The Fund’s income, expenses, assets, and performance are regularly monitored and assessed by the Fund’s Advisor. The Fund’s Advisor serves as the chief operating decision maker, using the information presented in the financial statements and financial highlights.
NOTE 10 – ACCOUNTING PRONOUNCEMENTS
In December 2023, the FASB issued ASU 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures (“ASU 2023-09”). ASU 2023-09 is intended to provide transparency and enhanced details for taxes paid and is designed to help investors better understand an entity’s exposure to taxes by type and jurisdiction. Management has evaluated the impact of adopting ASU 2023-09 with respect to the financial statements and disclosures and determined there is no material impact for the Fund.
NOTE 11 – FUND REORGANIZATIONS AND IN-KIND CONTRIBUTIONS
On October 24, 2025, the shareholders of the Jackson Square SMID-Cap Growth Fund approved the reorganization of the Fund into the Spyglass Growth Fund, a series of the Trust, and on November 21, 2025, the shareholders of the Jackson Square Large-Cap Growth Fund approved the reorganization of the Fund into the Spyglass Growth Fund. Each of the Jackson Square SMID-Cap Fund and the Jackson Square Large-Cap Growth Fund, was a series of Managed Portfolio Series, an unaffiliated registered investment company, and is referred to as a “Target Fund.”
The reorganization of each Target Fund into the Spyglass Growth Fund was a separate transaction (each, a “Reorganization,” and together, the “Reorganizations”) effected pursuant to an Agreement and Plan of Reorganization. The primary purpose of the Reorganization was to combine each Target Fund with the Spyglass Growth Fund. The Target Funds’ advisor noted that in addition to other factors, the sole portfolio manager of the SMID-Cap Growth Fund intended to retire, and there was no plan of succession. The Advisor also informed the MDP Board that the strategic transaction with a similar fund would allow additional scale for the Spyglass Growth Fund. The costs of the Reorganizations, other than trading costs related to the repositioning of each Target Fund prior to the closing of the Reorganizations, were borne by the Advisor and Jackson Square Partners, LLC. The Spyglass Growth Fund is the accounting survivor of the Reorganizations for financial statements and performance reporting purposes. Each Reorganization provided for the transfer of assets of the Target Fund to the Spyglass Growth Fund in exchange for shares of beneficial interest, par value $0.01 per share, of the Spyglass Growth Fund and its assumption of the liabilities of each Target Fund. The Reorganizations were effective after the close of business on October 31, 2025 for the Jackson Square SMID-Cap Growth Fund and December 5, 2025 for the Jackson Square Large-Cap Growth Fund, respectively.
The Reorganization of the Jackson Square SMID-Cap Growth Fund was accomplished by the exchange of 2,252,410 IS class shares, 734,930 Institutional class shares, and 671,092 Investor class shares of the Jackson Square SMID-Cap Growth Fund for 3,076,027 shares of the Spyglass Growth Fund’s Institutional class shares.
 
Shares
Outstanding
Net Assets
Spyglass Growth Fund (immediately prior to Reorganization)
42,797,520
$1,006,897,742
Target Fund
Target Fund
Shares Exchanged
Net Assets of
Target Fund
Exchanged
Jackson Square SMID-Cap Growth Fund
3,658,432
$72,369,643
The investment portfolio cost, fair value, and unrealized depreciation for the Spyglass Growth Fund immediately prior to the Reorganization with the SMID-Cap Growth Fund were as follows:
 
Cost of
Investments
Portfolio
Value
Unrealized
Appreciation
Spyglass Growth Fund
$854,507,028
$1,002,710,975
$148,203,947
Jackson Square SMID-Cap Growth Fund
$70,132,993
$71,828,068
$1,695,075
Immediately following the Reorganization, the net assets of the combined fund was $1,079,267,385.
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SPYGLASS GROWTH FUND
NOTES TO FINANCIAL STATEMENTS
at June 30, 2026 (Unaudited)(Continued)
The Reorganization of the Jackson Square Large-Cap Growth Fund was accomplished by the exchange of 469,653 IS class shares, 5,382,288 Institutional class shares, and 11,939,583 Investor class shares of the Jackson Square Large-Cap Growth Fund for 6,780,820 shares of the Spyglass Growth Fund’s Institutional class shares.
 
Shares
Outstanding
Net Assets
Spyglass Growth Fund (immediately prior to Reorganization)
43,665,689
$1,042,787,964
Target Fund
Target Fund
Shares Exchanged
Net Assets of
Target Fund
Exchanged
Jackson Square Large-Cap Growth Fund
17,791,524
$161,933,974
The investment portfolio cost, fair value, and unrealized depreciation for the Spyglass Growth Fund immediately prior to the Reorganization with the Jackson Square Large-Cap Growth Fund were as follows:
 
Cost of
Investments
Portfolio
Value
Unrealized
Depreciation
Spyglass Growth Fund
$854,000,931
$1,034,801,365
$180,800,434
Jackson Square Large-Cap Growth Fund
$153,170,213
$161,175,826
$8,005,613
Immediately following the Reorganization, the net assets of the combined fund was $1,204,721,938.
Each Reorganization qualified as a tax-free “reorganization” under the Internal Revenue Code of 1986, as amended. For financial reporting purposes, assets received and shares issued by the Spyglass Growth Fund were recorded at fair value; however, the cost basis of investments received from each Target Fund were carried forward to align ongoing reporting of the Spyglass Growth Fund’s realized and unrealized gains and losses with amounts distributable to shareholders for tax purposes.
Assuming the Reorganizations had been completed on January 1, 2025, the beginning of the Fund’s fiscal year, the pro forma results of operation for the fiscal year ended December 31, 2025, would have been as follows:
Net Investment Income
$(9,628,950)
Net realized and unrealized gain on investments
$180,944,974
Net increase in net assets resulting from operations
$171,316,024
Because the Spyglass Growth Fund has been managed as a single integrated portfolio since the Reorganizations were completed, it is not practical to separate the amounts of revenue and earnings of each Target Fund and the Spyglass Growth Fund that have been included in the Spyglass Growth Fund’s statement of operations since October 31, 2025 and December 5, 2025, respectively.
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SPYGLASS GROWTH FUND
ADDITIONAL INFORMATION
June 30, 2026 (Unaudited)
Item 7(b). Financial Highlights are included within the financial statements under Item 7(a) above.
Item 8. Changes in and Disagreements with Accountants for Open-End Investment Companies.
There were no changes in or disagreements with accountants during the period covered by this report.
Item 9. Proxy Disclosure for Open-End Investment Companies.
There were no matters submitted to a vote of shareholders during the period covered by this report.
Item 10. Remuneration Paid to Directors, Officers, and Others of Open-End Investment Companies.
Refer to information provided within financial statements.
Item 11. Statement Regarding Basis for Approval of Investment Advisory Contract.
Not applicable.
14
 

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

 

Not applicable to open-end investment companies.

 

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

 

Not applicable to open-end investment companies.

 

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

 

Not applicable to open-end investment companies.

 

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

 

There have been no material changes to the procedures by which shareholders may recommend nominees to the Registrant’s Board of Trustees.

 

Item 16. Controls and Procedures.

 

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

 

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

 

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

 

Not applicable to open-end investment companies.

 

Item 18. Recovery of Erroneously Awarded Compensation.

 

Not applicable.

 

Item 19. Exhibits.

 

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

 

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

 

(3) A separate certification for each principal executive officer and principal financial officer of the registrant as required by Rule 30a-2(a) under the Investment Company Act of 1940 (17 CFR 270.30a-2(a)). Filed herewith.

 

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

 

(5) Change in the registrant’s independent public accountant. Not applicable.

 

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

SIGNATURES

 

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

 

 

  (Registrant)   Manager Directed Portfolios  

 

  By (Signature and Title)* /s/ Ryan Frank  
    Ryan Frank, President/Principal Executive Officer  

 

  Date August 31, 2026  

 

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

 

 

  By (Signature and Title)* /s/ Ryan Frank  
    Ryan Frank, President/Principal Executive Officer  

 

  Date August 31, 2026  

 

  By (Signature and Title)* /s/ Colton Scarmardo  
    Colton Scarmardo, Treasurer/Principal Financial Officer  

 

  Date August 31, 2026  

 

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

 

ATTACHMENTS / EXHIBITS

ATTACHMENTS / EXHIBITS

A SEPARATE CERTIFICATION FOR EACH PRINCIPAL EXECUTIVE OFFICER AND PRINCIPAL FINANCIAL OFFICER OF THE REGISTRANT AS REQUIRED BY RULE 30A-2(A) UNDER THE INVESTMENT COMPANY ACT OF 1940 (17 CFR 270.30A-2(A))

CERTIFICATIONS PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

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