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 | 811-22655 |
| Northern Lights Fund Trust III |
| (Exact name of registrant as specified in charter) |
| 225 Pictoria Drive, Suite 450, Cincinnati, OH | 45246 |
| (Address of principal executive offices) | (Zip code) |
| The Corporation Trust Company |
| 1209 Orange Street, Wilmington, DE 19801 |
| (Name and address of agent for service) |
| Registrants telephone number, including area code: | 631-470-2600 |
| Date of fiscal year end: | 6/30 |
| Date of reporting period: | 6/30/26 |
Item 1. Reports to Stockholders.
| (a) | Tailored Shareholder Report |
| (b) | Not applicable |
Item 2. Code of Ethics.
| (a) | The registrant has, as of the end of the period covered by this report, adopted a code of ethics that applies to the registrants principal executive officer, principal financial officer, and principal accounting officer or controller, or persons performing similar functions, regardless of whether these individuals are employed by the registrant or a third party. |
| (b) | N/A |
| (c) | During the period covered by this report, there were no amendments to any provision of the code of ethics. |
| (d) | During the period covered by this report, there were no waivers or implicit waivers of a provision of the code of ethics. |
| (e) | N/A |
| (f) | See Item 19(a)(1) |
Item 3. Audit Committee Financial Expert.
|
(a)(1)ii The Registrants board of trustees has determined that Mark H. Taylor is an audit committee financial expert, as defined in Item 3 of Form N-CSR. Mr. Taylor is independent for purposes of this Item 3.
(a)(2) Not applicable.
(a)(3) Not applicable. |
Item 4. Principal Accountant Fees and Services.
| (a) |
Audit Fees. The aggregate fees billed for each of the last two fiscal years for professional services rendered by the registrants principal accountant for the audit of the registrants annual financial statements or services that are normally provided by the accountant in connection with statutory and regulatory filings or engagements for those fiscal years are as follows: |
2026 $37,600
2025 $36,140
| (b) | Audit-Related Fees. There were no fees billed in each of the last two fiscal years for assurances and related services by the principal accountant that are reasonably related to the performance of the audit of the registrants financial statements and are not reported under paragraph (a) of this Item. |
| (c) | Tax Fees. The aggregate fees billed in each of the last two fiscal years for professional services rendered by the principal accountant for tax compliance are as follows: |
2026 $7,760
2025 $7,460
Preparation of Federal & State income tax returns, assistance with calculation of required income, capital gain and excise distributions and preparation of Federal excise tax returns.
| (d) | All Other Fees. The aggregate fees billed in each of the last two fiscal years for products and services provided by the registrants principal accountant, other than the services reported in paragraphs (a) through (c) of this item were $0 and $0 for the fiscal years ended June 30, 2026 and 2025 respectively. |
| (e)(1) | The audit committee does not have pre-approval policies and procedures. Instead, the audit committee or audit committee chairman approves on a case-by-case basis each audit or non-audit service before the principal accountant is engaged by the registrant. |
| (e)(2) | There were no services described in each of paragraphs (b) through (d) of this Item that were approved by the audit committee pursuant to paragraph (c)(7)(i)(C) of Rule 2-01 of Regulation S-X. |
| (f) | Not applicable. |
| (g) | All non-audit fees billed by the registrants principal accountant for services rendered to the registrant for the fiscal years ended June 30, 2026 and 2025 respectively are disclosed in (b)-(d) above. There were no audit or non-audit services performed by the registrants principal accountant for the registrants adviser. |
| (h) | Not applicable. |
| (i) | Not applicable. |
| (j) | Not applicable. |
Item 5. Audit Committee of Listed Registrants.
Not applicable
Item 6. Investments.
The Registrants schedule of investments in unaffiliated issuers is included in the Financial Statements under Item 7 of this form.
Item 7. Financial Statements and Financial Highlights for Open-End Management Investment Companies.
(a) Long Form Financial Statements
| Swan Defined Risk Fund |
| Class A – SDRAX |
| Class C – SDRCX |
| Class I – SDRIX |
| Swan Defined Risk Growth Fund |
| Class A – SDAAX |
| Class C – SDACX |
| Class I – SDAIX |
| Annual Financial Statements |
| and Additional Information |
| June 30, 2026 |
| 1-877-896-2590 |
| www.swandefinedriskfunds.com |
| SWAN DEFINED RISK FUND |
| SCHEDULE OF INVESTMENTS |
| June 30, 2026 |
| Shares | Fair Value | |||||||
| EXCHANGE-TRADED FUNDS — 94.0% | ||||||||
| EQUITY - 94.0% | ||||||||
| 468,000 | iShares Core S&P 500 ETF(a) | $ | 350,480,520 | |||||
| 149,574 | State Street Communication Services Select Sector SPDR ETF(a) | 16,023,863 | ||||||
| 156,924 | State Street Consumer Discretionary Select Sector SPDR ETF(a) | 18,404,047 | ||||||
| 111,549 | State Street Consumer Staples Select Sector SPDR ETF(a) | 9,266,375 | ||||||
| 115,832 | State Street Energy Select Sector SPDR ETF | 6,151,838 | ||||||
| 440,480 | State Street Financial Select Sector SPDR ETF(a) | 23,614,133 | ||||||
| 114,442 | State Street Health Care Select Sector SPDR ETF(a) | 18,157,368 | ||||||
| 96,578 | State Street Industrial Select Sector SPDR ETF(a) | 17,889,143 | ||||||
| 70,422 | State Street Materials Select Sector SPDR ETF | 3,579,550 | ||||||
| 80,407 | State Street Real Estate Select Sector SPDR ETF(a) | 3,540,320 | ||||||
| 433,006 | State Street Technology Select Sector SPDR ETF(a) | 82,496,303 | ||||||
| 95,688 | State Street Utilities Select Sector SPDR ETF | 4,338,494 | ||||||
| TOTAL EXCHANGE-TRADED FUNDS (Cost $172,202,631) | 553,941,954 | |||||||
| SHORT-TERM INVESTMENTS — 0.9% | ||||||||
| MONEY MARKET FUNDS - 0.9% | ||||||||
| 2,147,634 | First American Government Obligations Fund, Class X, 3.57%(b) | 2,147,634 | ||||||
| 3,062,241 | Goldman Sachs Financial Square - Treasury Instruments Fund, Institutional Class, 3.37% (b) | 3,062,241 | ||||||
| TOTAL SHORT-TERM INVESTMENTS (Cost $5,209,875) | 5,209,875 | |||||||
| Contracts(c) | Expiration Date |
Exercise Price |
Notional Value |
|||||||||||||||
| INDEX OPTIONS PURCHASED - 5.9% | ||||||||||||||||||
| PUT OPTIONS PURCHASED - 5.9% | ||||||||||||||||||
| 750 | S&P 500 Index | 07/10/2026 | $ | 6,350 | $ | 562,452,000 | $ | 43,540 | ||||||||||
| 750 | S&P 500 Index | 07/10/2026 | 6,650 | 562,452,000 | 76,450 | |||||||||||||
| 187 | S&P 500 Index | 07/17/2026 | 7,280 | 140,238,032 | 465,727 | |||||||||||||
| 186 | S&P 500 Index | 08/07/2026 | 7,100 | 139,488,096 | 680,276 | |||||||||||||
| 187 | S&P 500 Index | 08/14/2026 | 7,100 | 140,238,032 | 835,134 | |||||||||||||
| 341 | S&P 500 Index | 12/17/2027 | 7,250 | 255,728,176 | 14,466,481 | |||||||||||||
| 400 | S&P 500 Index | 12/17/2027 | 7,350 | 299,974,400 | 18,051,851 | |||||||||||||
| TOTAL PUT OPTIONS PURCHASED (Cost - $59,368,872) | 34,619,459 | |||||||||||||||||
| TOTAL INVESTMENTS - 100.8% (Cost $236,781,378) | $ | 593,771,288 | ||||||||||||||||
| PUT OPTIONS WRITTEN - (0.6)% (Premiums received - $10,658,813) | (3,374,350 | ) | ||||||||||||||||
| LIABILITIES IN EXCESS OF OTHER ASSETS - (0.2)% | (676,243 | ) | ||||||||||||||||
| NET ASSETS - 100.0% | $ | 589,720,695 | ||||||||||||||||
1
| SWAN DEFINED RISK FUND |
| SCHEDULE OF INVESTMENTS (Continued) |
| June 30, 2026 |
| Contracts(c) | Expiration Date |
Exercise Price |
Notional Value |
Fair Value | ||||||||||||||
| WRITTEN INDEX OPTIONS - (0.6)% | ||||||||||||||||||
| PUT OPTIONS WRITTEN - (0.6)% | ||||||||||||||||||
| 1,500 | S&P 500 Index | 07/10/2026 | $ | 6,500 | $ | 1,124,904,000 | $ | 113,961 | ||||||||||
| 187 | S&P 500 Index | 07/17/2026 | 7,430 | 140,238,032 | 988,164 | |||||||||||||
| 186 | S&P 500 Index | 08/07/2026 | 7,250 | 139,488,096 | 1,040,505 | |||||||||||||
| 187 | S&P 500 Index | 08/14/2026 | 7,250 | 140,238,032 | 1,231,720 | |||||||||||||
| TOTAL PUT OPTIONS WRITTEN (Premiums received - $10,658,813) | 3,374,350 | |||||||||||||||||
| ETF | - Exchange-Traded Fund |
| SPDR | - Standard & Poors Depositary Receipt |
| (a) | All or a portion of the security is held as collateral for written options. As of June 30, 2026, the total value of securities held as collateral is $305,459,093. |
| (b) | Rate disclosed is the seven day effective yield as of June 30, 2026. |
| (c) | Each option contract allows the holder of the option to purchase or sell 100 shares of the underlying security. |
2
| SWAN DEFINED RISK GROWTH FUND |
| SCHEDULE OF INVESTMENTS |
| June 30, 2026 |
| Shares | Fair Value | |||||||
| EXCHANGE-TRADED FUNDS — 89.8% | ||||||||
| EQUITY - 89.8% | ||||||||
| 71,000 | iShares Core S&P 500 ETF(a) | $ | 53,171,190 | |||||
| TOTAL EXCHANGE-TRADED FUNDS (Cost $25,049,222) | ||||||||
| SHORT-TERM INVESTMENTS — 2.8% | ||||||||
| MONEY MARKET FUNDS - 2.8% | ||||||||
| 1,097,015 | First American Government Obligations Fund, Class X, 3.57%(b) | 1,097,015 | ||||||
| 567,872 | Goldman Sachs Financial Square - Treasury Instruments Fund, Institutional Class, 3.37%(b) | 567,872 | ||||||
| TOTAL SHORT-TERM INVESTMENTS (Cost $1,664,887) | 1,664,887 | |||||||
| Contracts(c) | Expiration Date |
Exercise Price |
Notional Value |
|||||||||||||||
| INDEX OPTIONS PURCHASED - 10.5% | ||||||||||||||||||
| CALL OPTIONS PURCHASED - 5.8% | ||||||||||||||||||
| 39 | S&P 500 Index | 12/17/2027 | $ | 7,500.00 | $ | 29,247,504 | $ | 3,442,504 | ||||||||||
| TOTAL CALL OPTIONS PURCHASED (Cost - $1,779,844) | ||||||||||||||||||
| PUT OPTIONS PURCHASED - 4.7% | ||||||||||||||||||
| 440 | Cboe Volatility Index | 07/22/2026 | 17.00 | 723,800 | 33,115 | |||||||||||||
| 440 | Cboe Volatility Index | 07/22/2026 | 17.50 | 723,800 | 45,825 | |||||||||||||
| 72 | S&P 500 Index | 07/10/2026 | 6,350.00 | 53,995,392 | 4,180 | |||||||||||||
| 72 | S&P 500 Index | 07/10/2026 | 6,650.00 | 53,995,392 | 7,339 | |||||||||||||
| 18 | S&P 500 Index | 07/17/2026 | 7,280.00 | 13,498,848 | 44,829 | |||||||||||||
| 18 | S&P 500 Index | 08/07/2026 | 7,100.00 | 13,498,848 | 65,833 | |||||||||||||
| 18 | S&P 500 Index | 08/14/2026 | 7,100.00 | 13,498,848 | 80,387 | |||||||||||||
| 3 | S&P 500 Index | 12/17/2027 | 6,400.00 | 2,249,808 | 74,146 | |||||||||||||
| 31 | S&P 500 Index | 12/17/2027 | 6,900.00 | 23,248,016 | 1,056,213 | |||||||||||||
| 37 | S&P 500 Index | 12/17/2027 | 7,050.00 | 27,747,632 | 1,385,198 | |||||||||||||
| TOTAL PUT OPTIONS PURCHASED (Cost - $4,951,195) | 2,797,065 | |||||||||||||||||
| TOTAL INDEX OPTIONS PURCHASED (Cost - $6,731,039) | 6,239,569 | |||||||||||||||||
| TOTAL INVESTMENTS - 103.1% (Cost $33,445,148) | $ | 61,075,646 | ||||||||||||||||
| CALL OPTIONS WRITTEN - (2.5)% (Premiums received - $758,658) | (1,465,812 | ) | ||||||||||||||||
| PUT OPTIONS WRITTEN - (0.5)% (Premiums received - $1,025,751) | (325,313 | ) | ||||||||||||||||
| LIABILITIES IN EXCESS OF OTHER ASSETS - (0.1)% | (94,656 | ) | ||||||||||||||||
| NET ASSETS - 100.0% | $ | 59,189,865 | ||||||||||||||||
3
| SWAN DEFINED RISK GROWTH FUND |
| SCHEDULE OF INVESTMENTS (Continued) |
| June 30, 2026 |
| Contracts(c) | Expiration Date |
Exercise Price |
Notional Value |
Fair Value | ||||||||||||||
| WRITTEN INDEX OPTIONS - (3.0)% | ||||||||||||||||||
| CALL OPTIONS WRITTEN- (2.5)% | ||||||||||||||||||
| 440 | Cboe Volatility Index | 07/22/2026 | $ | 20.00 | $ | 723,800 | $ | 34,792 | ||||||||||
| 440 | Cboe Volatility Index | 07/22/2026 | 21.50 | 723,800 | 26,856 | |||||||||||||
| 39 | S&P 500 Index | 12/17/2027 | 8,500.00 | 29,247,504 | 1,404,164 | |||||||||||||
| TOTAL CALL OPTIONS WRITTEN (Premiums received - $758,658) | 1,465,812 | |||||||||||||||||
| PUT OPTIONS WRITTEN - (0.5)% | ||||||||||||||||||
| 144 | S&P 500 Index | 07/10/2026 | 6,500.00 | 107,990,784 | 10,940 | |||||||||||||
| 18 | S&P 500 Index | 07/17/2026 | 7,430.00 | 13,498,848 | 95,117 | |||||||||||||
| 18 | S&P 500 Index | 08/07/2026 | 7,250.00 | 13,498,848 | 100,694 | |||||||||||||
| 18 | S&P 500 Index | 08/14/2026 | 7,250.00 | 13,498,848 | 118,562 | |||||||||||||
| TOTAL PUT OPTIONS WRITTEN (Premiums received - $1,025,751) | 325,313 | |||||||||||||||||
| TOTAL INDEX OPTIONS WRITTEN (Premiums received - $1,784,409) | $ | 1,791,125 | ||||||||||||||||
| ETF | - Exchange-Traded Fund |
| (a) | All or a portion of the security is held as collateral for written options. As of June 30, 2026, the total value of securities held as collateral is $36,695,610. |
| (b) | Rate disclosed is the seven day effective yield as of June 30, 2026. |
| (c) | Each option contract allows the holder of the option to purchase or sell 100 shares of the underlying security. |
4
| SWAN FUNDS |
| STATEMENTS OF ASSETS AND LIABILITIES |
| June 30, 2026 |
| Swan Defined Risk | ||||||||
| Swan Defined Risk | Growth | |||||||
| Fund | Fund | |||||||
| ASSETS | ||||||||
| Investment securities: | ||||||||
| Investments, at cost | $ | 236,781,378 | $ | 33,445,148 | ||||
| Investments, at value | 593,771,288 | 61,075,646 | ||||||
| Cash | 283,386 | — | ||||||
| Receivable for Fund shares sold | 19,885 | — | ||||||
| Dividends and interest receivable | 12,868 | 3,161 | ||||||
| Prepaid expenses and other assets | 20,984 | 3,806 | ||||||
| TOTAL ASSETS | 594,108,411 | 61,082,613 | ||||||
| LIABILITIES | ||||||||
| Options written, at value | ||||||||
| (Premiums received - $10,658,813 and $1,784,409, respectively) | 3,374,350 | 1,791,125 | ||||||
| Investment advisory fees payable | 488,488 | 61,218 | ||||||
| Payable for Fund shares repurchased | 288,437 | — | ||||||
| Distribution (12b-1) fees payable | 55,117 | 1,535 | ||||||
| Payable to related parties | 45,258 | 9,067 | ||||||
| Accrued expenses and other liabilities | 136,066 | 29,803 | ||||||
| TOTAL LIABILITIES | 4,387,716 | 1,892,748 | ||||||
| NET ASSETS | $ | 589,720,695 | $ | 59,189,865 | ||||
| NET ASSETS CONSIST OF: | ||||||||
| Paid in capital | $ | 192,328,960 | $ | 34,241,613 | ||||
| Accumulated earnings | 397,391,735 | 24,948,252 | ||||||
| NET ASSETS | $ | 589,720,695 | $ | 59,189,865 | ||||
| NET ASSET VALUE PER SHARE: | ||||||||
| Class A Shares: | ||||||||
| Net Assets | $ | 133,458,320 | $ | 2,162,309 | ||||
| Shares of beneficial interest outstanding ($0 par value, unlimited shares authorized) | 8,671,622 | 131,502 | ||||||
| Net asset value (Net Assets ÷ Shares Outstanding) and offering price per share | $ | 15.39 | $ | 16.44 | ||||
| Maximum offering price per share (maximum sales charge of 5.50%) | $ | 16.29 | $ | 17.40 | ||||
| Class C Shares: | ||||||||
| Net Assets | $ | 33,137,631 | $ | 1,333,549 | ||||
| Shares of beneficial interest outstanding ($0 par value, unlimited shares authorized) | 2,326,512 | 85,748 | ||||||
| Net asset value (Net Assets ÷ Shares Outstanding), redemption price and offering price per share | $ | 14.24 | $ | 15.55 | ||||
| Class I Shares: | ||||||||
| Net Assets | $ | 423,124,744 | $ | 55,694,007 | ||||
| Shares of beneficial interest outstanding ($0 par value, unlimited shares authorized) | 27,102,385 | 3,323,449 | ||||||
| Net asset value (Net Assets ÷ Shares Outstanding), redemption price and offering price per share | $ | 15.61 | $ | 16.76 | ||||
See accompanying notes to financial statements.
5
| SWAN FUNDS |
| STATEMENTS OF OPERATIONS |
| For the Year Ended June 30, 2026 |
| Swan Defined Risk | Swan Defined Risk | |||||||
| Fund | Growth Fund | |||||||
| INVESTMENT INCOME | ||||||||
| Dividends | $ | 6,967,485 | $ | 568,722 | ||||
| Interest | 247,213 | 53,232 | ||||||
| TOTAL INVESTMENT INCOME | 7,214,698 | 621,954 | ||||||
| EXPENSES | ||||||||
| Investment advisory fees | 6,258,255 | 531,038 | ||||||
| Distribution (12b-1) fees: | ||||||||
| Class A | 329,101 | 5,137 | ||||||
| Class C | 438,214 | 13,325 | ||||||
| Administration fees | 435,537 | 55,402 | ||||||
| Third party administrative service fees | 354,609 | 6,020 | ||||||
| Accounting services fees | 97,036 | 8,243 | ||||||
| Transfer agent fees | 86,054 | 48,500 | ||||||
| Custodian fees | 64,540 | 7,788 | ||||||
| Registration fees | 57,471 | 25,486 | ||||||
| Printing and postage expenses | 34,528 | 2,501 | ||||||
| Compliance officer fees | 30,427 | 11,490 | ||||||
| Trustees fees and expenses | 28,798 | 23,002 | ||||||
| Audit fees | 23,495 | 23,495 | ||||||
| Legal fees | 19,135 | 12,302 | ||||||
| Insurance expense | 8,014 | 2,919 | ||||||
| Other expenses | 4,007 | 3,200 | ||||||
| TOTAL EXPENSES | 8,269,221 | 779,848 | ||||||
| Less: Fees waived by the Advisor | — | (17,506 | ) | |||||
| TOTAL NET EXPENSES | 8,269,221 | 762,342 | ||||||
| NET INVESTMENT LOSS | (1,054,523 | ) | (140,388 | ) | ||||
| REALIZED AND UNREALIZED GAIN (LOSS) ON INVESTMENTS, OPTIONS PURCHASED AND OPTIONS WRITTEN | ||||||||
| Net realized gain (loss) on: | ||||||||
| Investments | 93,463,956 | 428,923 | ||||||
| Options purchased | (85,398,214 | ) | (3,649,810 | ) | ||||
| Options written | 62,592,587 | 3,272,181 | ||||||
| Net realized gain on investments, options purchased and options written | 70,658,329 | 51,294 | ||||||
| Net change in unrealized appreciation (depreciation) on: | ||||||||
| Investments | 20,192,542 | 8,880,471 | ||||||
| Options purchased | (3,069,716 | ) | 138,778 | |||||
| Options written | (6,852,594 | ) | (868,630 | ) | ||||
| Net change in unrealized appreciation on investments, options purchased and options written | 10,270,232 | 8,150,619 | ||||||
| NET REALIZED AND UNREALIZED GAIN ON INVESTMENTS, OPTIONS PURCHASED AND OPTIONS WRITTEN | 80,928,561 | 8,201,913 | ||||||
| NET INCREASE IN NET ASSETS RESULTING FROM OPERATIONS | $ | 79,874,038 | $ | 8,061,525 | ||||
See accompanying notes to financial statements.
6
| SWAN DEFINED RISK FUND |
| STATEMENTS OF CHANGES IN NET ASSETS |
| For the | For the | |||||||
| Year Ended | Year Ended | |||||||
| June 30, 2026 | June 30, 2025 | |||||||
| FROM OPERATIONS | ||||||||
| Net investment loss | $ | (1,054,523 | ) | $ | (149,479 | ) | ||
| Net realized gain on investments, options purchased and options written | 70,658,329 | 48,901,894 | ||||||
| Net change in unrealized appreciation on investments, options purchased and options written | 10,270,232 | 1,077,832 | ||||||
| Net increase in net assets resulting from operations | 79,874,038 | 49,830,247 | ||||||
| DISTRIBUTIONS TO SHAREHOLDERS | ||||||||
| Total distributions paid | ||||||||
| Class A | (12,814,665 | ) | (6,659,086 | ) | ||||
| Class C | (4,745,359 | ) | (4,843,228 | ) | ||||
| Class I | (44,046,172 | ) | (29,938,726 | ) | ||||
| Net decrease in net assets resulting from distributions to shareholders | (61,606,196 | ) | (41,441,040 | ) | ||||
| FROM SHARES OF BENEFICIAL INTEREST | ||||||||
| Proceeds from shares sold: | ||||||||
| Class A | 15,622,458 | 30,620,875 | ||||||
| Class C | 1,353,803 | 6,189,148 | ||||||
| Class I | 35,375,886 | 43,210,204 | ||||||
| Net asset value of shares issued in reinvestment of distributions: | ||||||||
| Class A | 12,241,834 | 6,324,190 | ||||||
| Class C | 4,347,318 | 4,437,591 | ||||||
| Class I | 41,164,760 | 28,331,964 | ||||||
| Payments for shares redeemed: | ||||||||
| Class A | (25,455,180 | ) | (18,530,683 | ) | ||||
| Class C | (26,540,308 | ) | (42,712,074 | ) | ||||
| Class I | (129,694,785 | ) | (136,123,052 | ) | ||||
| Net decrease in net assets from shares of beneficial interest | (71,584,214 | ) | (78,251,837 | ) | ||||
| TOTAL DECREASE IN NET ASSETS | (53,316,372 | ) | (69,862,630 | ) | ||||
| NET ASSETS | ||||||||
| Beginning of Year | 643,037,067 | 712,899,697 | ||||||
| End of Year | $ | 589,720,695 | $ | 643,037,067 | ||||
| SHARE ACTIVITY | ||||||||
| Class A: | ||||||||
| Shares Sold | 1,029,207 | 2,078,651 | ||||||
| Shares Reinvested | 836,191 | 428,759 | ||||||
| Shares Redeemed | (1,672,923 | ) | (1,240,639 | ) | ||||
| Net increase in shares of beneficial interest outstanding | 192,475 | 1,266,771 | ||||||
| Class C: | ||||||||
| Shares Sold | 95,730 | 434,010 | ||||||
| Shares Reinvested | 319,656 | 319,251 | ||||||
| Shares Redeemed | (1,881,776 | ) | (3,055,170 | ) | ||||
| Net decrease in shares of beneficial interest outstanding | (1,466,390 | ) | (2,301,909 | ) | ||||
| Class I: | ||||||||
| Shares Sold | 2,294,107 | 2,863,113 | ||||||
| Shares Reinvested | 2,775,776 | 1,904,030 | ||||||
| Shares Redeemed | (8,461,973 | ) | (9,058,168 | ) | ||||
| Net decrease in shares of beneficial interest outstanding | (3,392,090 | ) | (4,291,025 | ) | ||||
See accompanying notes to financial statements.
7
| SWAN DEFINED RISK GROWTH FUND |
| STATEMENTS OF CHANGES IN NET ASSETS |
| For the | For the | |||||||
| Year Ended | Year Ended | |||||||
| June 30, 2026 | June 30, 2025 | |||||||
| FROM OPERATIONS | ||||||||
| Net investment income (loss) | $ | (140,388 | ) | $ | 19,994 | |||
| Net realized gain (loss) on investments, options purchased and options written | 51,294 | (2,252,645 | ) | |||||
| Net change in unrealized appreciation on investments, options purchased and options written | 8,150,619 | 4,525,001 | ||||||
| Net increase in net assets resulting from operations | 8,061,525 | 2,292,350 | ||||||
| DISTRIBUTIONS TO SHAREHOLDERS | ||||||||
| Total distributions paid | ||||||||
| Class A | — | (37,045 | ) | |||||
| Class C | — | (28,349 | ) | |||||
| Class I | — | (669,735 | ) | |||||
| Net decrease in net assets resulting from distributions to shareholders | — | (735,129 | ) | |||||
| FROM SHARES OF BENEFICIAL INTEREST | ||||||||
| Proceeds from shares sold: | ||||||||
| Class A | 14,537 | 127,394 | ||||||
| Class C | 8,724 | 68,640 | ||||||
| Class I | 10,672,939 | 33,325,286 | ||||||
| Net asset value of shares issued in reinvestment of distributions: | ||||||||
| Class A | — | 36,596 | ||||||
| Class C | — | 25,367 | ||||||
| Class I | — | 664,774 | ||||||
| Payments for shares redeemed: | ||||||||
| Class A | (69,115 | ) | (25,429 | ) | ||||
| Class C | (236,476 | ) | (248,688 | ) | ||||
| Class I | (6,954,143 | ) | (22,076,042 | ) | ||||
| Net increase in net assets from shares of beneficial interest | 3,436,466 | 11,897,898 | ||||||
| TOTAL INCREASE IN NET ASSETS | 11,497,991 | 13,455,119 | ||||||
| NET ASSETS | ||||||||
| Beginning of Year | 47,691,874 | 34,236,755 | ||||||
| End of Year | $ | 59,189,865 | $ | 47,691,874 | ||||
| SHARE ACTIVITY | ||||||||
| Class A: | ||||||||
| Shares Sold | 945 | 9,533 | ||||||
| Shares Reinvested | — | 2,634 | ||||||
| Shares Redeemed | (4,452 | ) | (1,785 | ) | ||||
| Net increase (decrease) in shares of beneficial interest outstanding | (3,507 | ) | 10,382 | |||||
| Class C: | ||||||||
| Shares Sold | 597 | 5,203 | ||||||
| Shares Reinvested | — | 1,907 | ||||||
| Shares Redeemed | (16,515 | ) | (19,356 | ) | ||||
| Net decrease in shares of beneficial interest outstanding | (15,918 | ) | (12,246 | ) | ||||
| Class I: | ||||||||
| Shares Sold | 701,497 | 2,385,002 | ||||||
| Shares Reinvested | — | 47,114 | ||||||
| Shares Redeemed | (449,857 | ) | (1,666,833 | ) | ||||
| Net increase in shares of beneficial interest outstanding | 251,640 | 765,283 | ||||||
See accompanying notes to financial statements.
8
| SWAN DEFINED RISK FUND |
| FINANCIAL HIGHLIGHTS |
Per Share Data and Ratios for a Share of Beneficial Interest Outstanding Throughout Each Year
| Class A | ||||||||||||||||||||
| For the | For the | For the | For the | For the | ||||||||||||||||
| Year Ended | Year Ended | Year Ended | Year Ended | Year Ended | ||||||||||||||||
| June 30, 2026 | June 30, 2025 | June 30, 2024 | June 30, 2023 | June 30, 2022 | ||||||||||||||||
| Net asset value, beginning of year | $ | 15.00 | $ | 14.83 | $ | 14.95 | $ | 13.79 | $ | 14.93 | ||||||||||
| Activity from investment operations: | ||||||||||||||||||||
| Net investment income (loss) (1) | (0.04 | ) | (0.02 | ) | 0.01 | 0.02 | (0.03 | ) | ||||||||||||
| Net realized and unrealized gain (loss) on investments, options purchased and options written | 1.99 | 1.11 | 1.57 | 1.14 | (1.11 | ) | ||||||||||||||
| Total from investment operations | 1.95 | 1.09 | 1.58 | 1.16 | (1.14 | ) | ||||||||||||||
| Less distributions from: | ||||||||||||||||||||
| Net investment income | — | — | (0.01 | ) | — | — | ||||||||||||||
| Net realized gains | (1.56 | ) | (0.92 | ) | (1.69 | ) | — | — | ||||||||||||
| Total distributions | (1.56 | ) | (0.92 | ) | (1.70 | ) | — | — | ||||||||||||
| Net asset value, end of year | $ | 15.39 | $ | 15.00 | $ | 14.83 | $ | 14.95 | $ | 13.79 | ||||||||||
| Total return (2) | 13.52 | % | 7.43 | % (3) | 11.24 | % (3) | 8.41 | % (3) | (7.64 | )% (3) | ||||||||||
| Net assets, at end of year (000s) | $ | 133,458 | $ | 127,212 | $ | 106,982 | $ | 100,212 | $ | 124,935 | ||||||||||
| Ratio of expenses to average net assets (4) | 1.45 | % | 1.45 | % | 1.46 | % | 1.45 | % | 1.43 | % | ||||||||||
| Ratio of net investment income (loss) to average net assets (4,5) | (0.29 | )% | (0.11 | )% | 0.05 | % | 0.14 | % | (0.17 | )% | ||||||||||
| Portfolio Turnover Rate | 9 | % | 12 | % | 12 | % | 22 | % | 3 | % | ||||||||||
| (1) | Per share amounts calculated using the average shares method. |
| (2) | Total return assumes reinvestment of all dividends and distributions, if any. |
| (3) | Includes adjustments in accordance with accounting principles generally accepted in the United States and, consequently, the net asset value for financial reporting purposes and the returns based upon those net asset values may differ from the net asset values and returns for shareholder transactions. |
| (4) | Does not include the expenses of other investment companies in which the Fund invests. |
| (5) | Recognition of investment income (loss) by the Fund is affected by the timing and declaration of dividends by the underlying investment companies in which the Fund invests. |
See accompanying notes to financial statements.
9
| SWAN DEFINED RISK FUND |
| FINANCIAL HIGHLIGHTS |
Per Share Data and Ratios for a Share of Beneficial Interest Outstanding Throughout Each Year
| Class C | ||||||||||||||||||||
| For the | For the | For the | For the | For the | ||||||||||||||||
| Year Ended | Year Ended | Year Ended | Year Ended | Year Ended | ||||||||||||||||
| June 30, 2026 | June 30, 2025 | June 30, 2024 | June 30, 2023 | June 30, 2022 | ||||||||||||||||
| Net asset value, beginning of year | $ | 14.09 | $ | 14.08 | $ | 14.37 | $ | 13.35 | $ | 14.57 | ||||||||||
| Activity from investment operations: | ||||||||||||||||||||
| Net investment loss (1) | (0.15 | ) | (0.13 | ) | (0.10 | ) | (0.08 | ) | (0.14 | ) | ||||||||||
| Net realized and unrealized gain (loss) on investments, options purchased and options written | 1.86 | 1.06 | 1.50 | 1.10 | (1.08 | ) | ||||||||||||||
| Total from investment operations | 1.71 | 0.93 | 1.40 | 1.02 | (1.22 | ) | ||||||||||||||
| Less distributions from: | ||||||||||||||||||||
| Net realized gains | (1.56 | ) | (0.92 | ) | (1.69 | ) | — | — | ||||||||||||
| Total distributions | (1.56 | ) | (0.92 | ) | (1.69 | ) | — | — | ||||||||||||
| Net asset value, end of year | $ | 14.24 | $ | 14.09 | $ | 14.08 | $ | 14.37 | $ | 13.35 | ||||||||||
| Total return (2) | 12.64 | % | 6.66 | % (3) | 10.41 | % (3) | 7.64 | % | (8.37 | )% | ||||||||||
| Net assets, at end of year (000s) | $ | 33,138 | $ | 53,451 | $ | 85,830 | $ | 104,519 | $ | 110,351 | ||||||||||
| Ratio of expenses to average net assets (4) | 2.20 | % | 2.20 | % | 2.21 | % | 2.20 | % | 2.18 | % | ||||||||||
| Ratio of net investment loss to average net assets (4,5) | (1.08 | )% | (0.90 | )% | (0.72 | )% | (0.57 | )% | (0.93 | )% | ||||||||||
| Portfolio Turnover Rate | 9 | % | 12 | % | 12 | % | 22 | % | 3 | % | ||||||||||
| (1) | Per share amounts calculated using the average shares method. |
| (2) | Total return assumes reinvestment of all dividends and distributions, if any. |
| (3) | Includes adjustments in accordance with accounting principles generally accepted in the United States and, consequently, the net asset value for financial reporting purposes and the returns based upon those net asset values may differ from the net asset values and returns for shareholder transactions. |
| (4) | Does not include the expenses of other investment companies in which the Fund invests. |
| (5) | Recognition of investment income (loss) by the Fund is affected by the timing and declaration of dividends by the underlying investment companies in which the Fund invests. |
See accompanying notes to financial statements.
10
| SWAN DEFINED RISK FUND |
| FINANCIAL HIGHLIGHTS |
Per Share Data and Ratios for a Share of Beneficial Interest Outstanding Throughout Each Year
| Class I | ||||||||||||||||||||
| For the | For the | For the | For the | For the | ||||||||||||||||
| Year Ended | Year Ended | Year Ended | Year Ended | Year Ended | ||||||||||||||||
| June 30, 2026 | June 30, 2025 | June 30, 2024 | June 30, 2023 | June 30, 2022 | ||||||||||||||||
| Net asset value, beginning of year | $ | 15.16 | $ | 14.95 | $ | 15.06 | $ | 13.86 | $ | 14.99 | ||||||||||
| Activity from investment operations: | ||||||||||||||||||||
| Net investment income (loss) (1) | (0.01 | ) | 0.02 | 0.04 | 0.05 | 0.00 | (2) | |||||||||||||
| Net realized and unrealized gain (loss) on investments, options purchased and options written | 2.02 | 1.12 | 1.59 | 1.15 | (1.13 | ) | ||||||||||||||
| Total from investment operations | 2.01 | 1.14 | 1.63 | 1.20 | (1.13 | ) | ||||||||||||||
| Less distributions from: | ||||||||||||||||||||
| Net investment income | — | (0.01 | ) | (0.05 | ) | — | — | |||||||||||||
| Net realized gains | (1.56 | ) | (0.92 | ) | (1.69 | ) | — | — | ||||||||||||
| Total distributions | (1.56 | ) | (0.93 | ) | (1.74 | ) | — | — | ||||||||||||
| Net asset value, end of year | $ | 15.61 | $ | 15.16 | $ | 14.95 | $ | 15.06 | $ | 13.86 | ||||||||||
| Total return (3) | 13.79 | % | 7.74 | % | 11.53 | % | 8.66 | % | (7.54 | )% | ||||||||||
| Net assets, at end of year (000s) | $ | 423,125 | $ | 462,374 | $ | 520,088 | $ | 603,038 | $ | 737,073 | ||||||||||
| Ratio of expenses to average net assets (4) | 1.20 | % | 1.20 | % | 1.21 | % | 1.20 | % | 1.18 | % | ||||||||||
| Ratio of net investment income (loss) to average net assets (4,5) | (0.04 | )% | 0.12 | % | 0.29 | % | 0.35 | % | 0.02 | % | ||||||||||
| Portfolio Turnover Rate | 9 | % | 12 | % | 12 | % | 22 | % | 3 | % | ||||||||||
| (1) | Per share amounts calculated using the average shares method. |
| (2) | Amount is less than $0.01. |
| (3) | Total return assumes reinvestment of all dividends and distributions, if any. |
| (4) | Does not include the expenses of other investment companies in which the Fund invests. |
| (5) | Recognition of investment income by the Fund is affected by the timing and declaration of dividends by the underlying investment companies in which the Fund invests. |
See accompanying notes to financial statements.
11
| SWAN DEFINED RISK GROWTH FUND |
| FINANCIAL HIGHLIGHTS |
Per Share Data and Ratios for a Share of Beneficial Interest Outstanding Throughout Each Year
| Class A | ||||||||||||||||||||
| For the | For the | For the | For the | For the | ||||||||||||||||
| Year Ended | Year Ended | Year Ended | Year Ended | Year Ended | ||||||||||||||||
| June 30, 2026 | June 30, 2025 | June 30, 2024 | June 30, 2023 | June 30, 2022 | ||||||||||||||||
| Net asset value, beginning of year | $ | 14.22 | $ | 13.31 | $ | 14.78 | $ | 13.40 | $ | 14.97 | ||||||||||
| Activity from investment operations: | ||||||||||||||||||||
| Net investment income (loss) (1) | (0.07 | ) | (0.03 | ) | (0.02 | ) | 0.01 | (0.06 | ) | |||||||||||
| Net realized and unrealized gain (loss) on investments, options purchased and options written | 2.29 | 1.23 | 2.08 | 1.37 | (1.51 | ) | ||||||||||||||
| Total from investment operations | 2.22 | 1.20 | 2.06 | 1.38 | (1.57 | ) | ||||||||||||||
| Less distributions from: | ||||||||||||||||||||
| Net realized gains | — | (0.29 | ) | (3.53 | ) | — | — | |||||||||||||
| Total distributions | — | (0.29 | ) | (3.53 | ) | — | — | |||||||||||||
| Net asset value, end of year | $ | 16.44 | $ | 14.22 | $ | 13.31 | $ | 14.78 | $ | 13.40 | ||||||||||
| Total return (2) | 15.61 | % | 9.03 | % | 16.29 | % | 10.30 | % | (10.49 | )% | ||||||||||
| Net assets, at end of year (000s) | $ | 2,162 | $ | 1,919 | $ | 1,659 | $ | 2,003 | $ | 1,823 | ||||||||||
| Ratio of gross expenses to average net assets before waiver/recapture (3) | 1.69 | % | 1.81 | % | 1.85 | % | 1.57 | % | 1.57 | % | ||||||||||
| Ratio of net expenses to average net assets after waiver/recapture (3) | 1.65 | % | 1.65 | % | 1.65 | % | 1.65 | % (4) | 1.65 | % (4) | ||||||||||
| Ratio of net investment loss to average net assets (3,5) | (0.47 | )% | (0.24 | )% | (0.16 | )% | (0.09 | )% | (0.52 | )% | ||||||||||
| Portfolio Turnover Rate | 14 | % | 54 | % | 16 | % | 21 | % | 3 | % | ||||||||||
| (1) | Per share amounts calculated using the average shares method. |
| (2) | Total return assumes reinvestment of all dividends and distributions, if any. Had the advisor not waived a portion of its fees, total returns would have been lower. |
| (3) | Does not include the expenses of other investment companies in which the Fund invests. |
| (4) | Represents the ratio of expenses to average net assets inclusive of the advisors recapture of waived/reimbursed fees from prior periods. |
| (5) | Recognition of investment loss by the Fund is affected by the timing and declaration of dividends by the underlying investment companies in which the Fund invests. |
See accompanying notes to financial statements.
12
| SWAN DEFINED RISK GROWTH FUND |
| FINANCIAL HIGHLIGHTS |
Per Share Data and Ratios for a Share of Beneficial Interest Outstanding Throughout Each Year
| Class C | ||||||||||||||||||||
| For the | For the | For the | For the | For the | ||||||||||||||||
| Year Ended | Year Ended | Year Ended | Year Ended | Year Ended | ||||||||||||||||
| June 30, 2026 | June 30, 2025 | June 30, 2024 | June 30, 2023 | June 30, 2022 | ||||||||||||||||
| Net asset value, beginning of year | $ | 13.55 | $ | 12.79 | $ | 14.43 | $ | 13.19 | $ | 14.83 | ||||||||||
| Activity from investment operations: | ||||||||||||||||||||
| Net investment loss (1) | (0.18 | ) | (0.13 | ) | (0.12 | ) | (0.09 | ) | (0.16 | ) | ||||||||||
| Net realized and unrealized gain (loss) on investments, options purchased and options written | 2.18 | 1.18 | 2.01 | 1.33 | (1.48 | ) | ||||||||||||||
| Total from investment operations | 2.00 | 1.05 | 1.89 | 1.24 | (1.64 | ) | ||||||||||||||
| Less distributions from: | ||||||||||||||||||||
| Net realized gains | — | (0.29 | ) | (3.53 | ) | — | — | |||||||||||||
| Total distributions | — | (0.29 | ) | (3.53 | ) | — | — | |||||||||||||
| Net asset value, end of year | $ | 15.55 | $ | 13.55 | $ | 12.79 | $ | 14.43 | $ | 13.19 | ||||||||||
| Total return (2) | 14.76 | % | 8.21 | % | 15.41 | % | 9.40 | % | (11.06 | )% | ||||||||||
| Net assets, at end of year (000s) | $ | 1,334 | $ | 1,377 | $ | 1,457 | $ | 1,768 | $ | 1,798 | ||||||||||
| Ratio of gross expenses to average net assets before waiver/recapture (3) | 2.44 | % | 2.56 | % | 2.60 | % | 2.32 | % | 2.32 | % | ||||||||||
| Ratio of net expenses to average net assets after waiver/recapture (3) | 2.40 | % | 2.40 | % | 2.40 | % | 2.40 | % (4) | 2.40 | % (4) | ||||||||||
| Ratio of net investment loss to average net assets (3,5) | (1.23 | )% | (1.01 | )% | (0.92 | )% | (0.84 | )% | (1.17 | )% | ||||||||||
| Portfolio Turnover Rate | 14 | % | 54 | % | 16 | % | 21 | % | 3 | % | ||||||||||
| (1) | Per share amounts calculated using the average shares method. |
| (2) | Total return assumes reinvestment of all dividends and distributions, if any. Had the advisor not waived a portion of its fees, total returns would have been lower. |
| (3) | Does not include the expenses of other investment companies in which the Fund invests. |
| (4) | Represents the ratio of expenses to average net assets inclusive of the advisors recapture of waived/reimbursed fees from prior periods. |
| (5) | Recognition of investment loss by the Fund is affected by the timing and declaration of dividends by the underlying investment companies in which the Fund invests. |
See accompanying notes to financial statements.
13
| SWAN DEFINED RISK GROWTH FUND |
| FINANCIAL HIGHLIGHTS |
Per Share Data and Ratios for a Share of Beneficial Interest Outstanding Throughout Each Year
| Class I | ||||||||||||||||||||
| For the | For the | For the | For the | For the | ||||||||||||||||
| Year Ended | Year Ended | Year Ended | Year Ended | Year Ended | ||||||||||||||||
| June 30, 2026 | June 30, 2025 | June 30, 2024 | June 30, 2023 | June 30, 2022 | ||||||||||||||||
| Net asset value, beginning of year | $ | 14.45 | $ | 13.49 | $ | 14.91 | $ | 13.47 | $ | 15.02 | ||||||||||
| Activity from investment operations: | ||||||||||||||||||||
| Net investment income (loss) (1) | (0.04 | ) | 0.02 | (0.03 | ) | 0.03 | (0.02 | ) | ||||||||||||
| Net realized and unrealized gain (loss) on investments, options purchased and options written | 2.35 | 1.23 | 2.14 | 1.41 | (1.53 | ) | ||||||||||||||
| Total from investment operations | 2.31 | 1.25 | 2.11 | 1.44 | (1.55 | ) | ||||||||||||||
| Less distributions from: | ||||||||||||||||||||
| Net realized gains | — | (0.29 | ) | (3.53 | ) | — | — | |||||||||||||
| Total distributions | — | (0.29 | ) | (3.53 | ) | — | — | |||||||||||||
| Net asset value, end of year | $ | 16.76 | $ | 14.45 | $ | 13.49 | $ | 14.91 | $ | 13.47 | ||||||||||
| Total return (2) | 15.99 | % | 9.28 | % (3) | 16.51 | % (3) | 10.69 | % (3) | (10.32 | )% (3) | ||||||||||
| Net assets, at end of year (000s) | $ | 55,694 | $ | 44,395 | $ | 31,121 | $ | 83,858 | $ | 100,218 | ||||||||||
| Ratio of gross expenses to average net assets before waiver/recapture (4) | 1.44 | % | 1.56 | % | 1.60 | % | 1.32 | % | 1.32 | % | ||||||||||
| Ratio of net expenses to average net assets after waiver/recapture (4) | 1.40 | % | 1.40 | % | 1.40 | % | 1.40 | % (5) | 1.40 | % (5) | ||||||||||
| Ratio of net investment income (loss) to average net assets (4,6) | (0.23 | )% | 0.10 | % | (0.22 | )% | 0.16 | % | (0.23 | )% | ||||||||||
| Portfolio Turnover Rate | 14 | % | 54 | % | 16 | % | 21 | % | 3 | % | ||||||||||
| (1) | Per share amounts calculated using the average shares method. |
| (2) | Total return assumes reinvestment of all dividends and distributions, if any. Had the advisor not waived a portion of its fees, total returns would have been lower. |
| (3) | Includes adjustments in accordance with accounting principles generally accepted in the United States and, consequently, the net asset value for financial reporting purposes and the returns based upon those net asset values may differ from the net asset values and returns for shareholder transactions. |
| (4) | Does not include the expenses of other investment companies in which the Fund invests. |
| (5) | Represents the ratio of expenses to average net assets inclusive of the advisors recapture of waived/reimbursed fees from prior periods. |
| (6) | Recognition of investment income (loss) by the Fund is affected by the timing and declaration of dividends by the underlying investment companies in which the Fund invests. |
See accompanying notes to financial statements.
14
SWAN
FUNDS
NOTES TO FINANCIAL STATEMENTS
June 30, 2026
| 1. | ORGANIZATION |
The Swan Defined Risk Fund and Swan Defined Risk Growth Fund (each a Fund and together, the Funds) are each a diversified series of shares of beneficial interest of Northern Lights Fund Trust III (the Trust), a Delaware statutory trust organized on December 5, 2011. The Trust is registered under the Investment Company Act of 1940, as amended (the 1940 Act), as an open-end management investment company. The Funds are funds of funds in that they will generally invest in other investment companies.
The investment objectives of each Fund is to seek long term capital appreciation.
Each Fund offers Class A, Class C, and Class I shares. The Swan Defined Risk Funds Class A shares and Class I shares commenced operations on July 30, 2012, and Class C shares on October 18, 2012. The Swan Defined Risk Growth Fund commenced operations on December 27, 2018. Class A shares of each Fund are offered at net asset value plus a maximum sales charge of 5.50%. Class I and Class C shares of each Fund are offered at net asset value. Each class of the Funds represents an interest in the same assets of the respective Fund and classes are identical except for differences in their distribution charges, sales charges, and minimum investment levels. All classes of shares have equal voting privileges except that each class has exclusive voting rights with respect to its service and/or distribution plans. Fund level income and expenses, and realized and unrealized capital gains and losses are allocated to each class of shares based on their relative net assets within each Fund. Class specific expenses are allocated to that share class.
| 2. | SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES |
The following is a summary of significant accounting policies followed by the Funds in preparation of their financial statements. These policies are in conformity with generally accepted accounting principles in the United States of America (GAAP). The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of increases and decreases in net assets from operations during the reporting period. Actual results could differ from those estimates. The Funds are investment companies and accordingly follow the investment company accounting and reporting guidance of the Financial Accounting Standards Board (FASB) Accounting Standards Codification Topic 946 Financial Services – Investment Companies.
Segment Reporting – An operating segment is defined 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 entitys 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. Each Funds CODM is comprised of the portfolio managers and Chief Financial Officer of the Trust. Each Fund operates as a single operating segment. Each Funds income, expenses, assets, changes in net assets resulting from operations and performance are regularly monitored and assessed as a whole by the CODM responsible for oversight functions of each Fund, using the information presented in the financial statements and financial highlights.
Securities Valuation – Securities listed on an exchange are valued at the last reported sale price at the close of the regular trading session of the primary exchange on the business day the value is being determined, or in the case of securities listed on NASDAQ at the NASDAQ Official Closing Price (NOCP). In the absence of a sale, such securities shall be valued at the mean between the current bid and ask prices on the day of valuation. Futures and future options are valued at the final settled price or, in the absence of a settled price, at the last sale price on the day of valuation. Debt securities (other than short-term obligations) are valued each day by an independent pricing service approved by the Trusts Board of Trustees (the Board) based on methods which include consideration of: yields or prices of securities of comparable quality, coupon, maturity and type, indications as to values from dealers, and general market conditions or market quotations from a major market maker in the securities. Investments valued in currencies other than the U.S. dollar are converted to U.S. dollars using exchange rates obtained from pricing services. Short- term debt obligations having 60 days or less remaining until maturity, at time of purchase, may be valued at amortized cost. Options contracts are valued by an independent pricing service using a series of techniques, including simulation pricing models. The pricing models use various inputs that are observed from actively quoted markets such as issuer details, indices, spreads, interest rates, curves, implied volatility, and exchange rates.
Valuation of Underlying Funds – The Funds may invest in portfolios of open-end or closed-end investment companies (the underlying funds). Underlying open-end investment companies are valued at their respective net asset values as reported by such investment companies. The underlying funds value securities in their portfolios for which market quotations
15
SWAN
FUNDS
NOTES TO FINANCIAL STATEMENTS (Continued)
June 30, 2026
are readily available at their market values (generally the last reported sale price) and all other securities and assets at their fair value by the methods established by the boards of the underlying funds. The shares of many closed-end investment companies, after their initial public offering, frequently trade at a price per share, which is different than the net asset value per share. The difference represents a market premium or market discount of such shares. There can be no assurances that the market discount or market premium on shares of any closed-end investment company purchased by the Funds will not change.
The Funds may hold investments, such as private investments, interests in commodity pools, other non-traded securities or temporarily illiquid securities, for which market quotations are not readily available or are determined to be unreliable. These investments will be valued using the fair value procedures approved by the Board. The Board has delegated execution of these procedures to the advisor as its valuation designee (the Valuation Designee). The Board may also enlist third party consultants such as a valuation specialist at a public accounting firm, valuation consultant or financial officer of a security issuer on an as-needed basis to assist the Valuation Designee in determining a security-specific fair value. The Board is responsible for reviewing and approving fair value methodologies utilized by the Valuation Designee, which approval shall be based upon whether the Valuation Designee followed the valuation procedures established by the Board.
Fair Valuation Process – Applicable investments are valued by the Valuation Designee pursuant to valuation procedures established by the Board. For example, fair value determinations are required for the following securities: (i) securities for which market quotations are insufficient or not readily available on a particular business day (including securities for which there is a short and temporary lapse in the provision of a price by the regular pricing source); (ii) securities for which, in the judgment of the Valuation Designee, the prices or values available do not represent the fair value of the instrument; factors which may cause the Valuation Designee to make such a judgment include, but are not limited to, the following: only a bid price or an asked price is available; the spread between bid and asked prices is substantial; the frequency of sales; the thinness of the market; the size of reported trades; and actions of the securities markets, such as the suspension or limitation of trading; (iii) securities determined to be illiquid; and (iv) securities with respect to which an event that will affect the value thereof has occurred (a significant event) since the closing prices were established on the principal exchange on which they are traded, but prior to a Funds calculation of its net asset value. Specifically, interests in commodity pools or managed futures pools are valued on a daily basis by reference to the closing market prices of each futures contract or other asset held by a pool, as adjusted for pool expenses. Restricted or illiquid investments, such as private investments or non-traded securities are valued based upon the current bid for the security from two or more independent dealers or other parties reasonably familiar with the facts and circumstances of the security (who should take into consideration all relevant factors as may be appropriate under the circumstances). If a current bid from such independent dealers or other independent parties is unavailable, the Valuation Designee shall determine, the fair value of such security using the following factors: (i) the type of security; (ii) the cost at date of purchase; (iii) the size and nature of a Funds holdings; (iv) the discount from market value of unrestricted securities of the same class at the time of purchase and subsequent thereto; (v) information as to any transactions or offers with respect to the security; (vi) the nature and duration of restrictions on disposition of the security and the existence of any registration rights; (vii) how the yield of the security compares to similar securities of companies of similar or equal creditworthiness; (viii) the level of recent trades of similar or comparable securities; (ix) the liquidity characteristics of the security; (x) current market conditions; and (xi) the market value of any securities into which the security is convertible or exchangeable.
The Funds utilize various methods to measure the fair value of all of their investments on a recurring basis. GAAP establishes a hierarchy that prioritizes inputs to valuation methods. The three levels of input are:
Level 1 – Unadjusted quoted prices in active markets for identical assets and liabilities that a Fund has the ability to access.
Level 2 – Observable inputs other than quoted prices included in Level 1 that are observable for the asset or liability, either directly or indirectly. These inputs may include quoted prices for the identical instrument in 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 a Funds own assumptions about the assumptions a market participant would use in valuing the asset or liability, and would be based on the best information available.
The availability of observable inputs can vary from security to security and is affected by a wide variety of factors, including, for example, the type of security, whether the security is new and not yet established in the marketplace, the liquidity of
16
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NOTES TO FINANCIAL STATEMENTS (Continued)
June 30, 2026
markets, and other characteristics particular to the security. To the extent that valuation is based on models or inputs that are less observable or unobservable in the market, the determination of fair value requires more judgment. Accordingly, the degree of judgment exercised in determining fair value is greatest for instruments categorized in Level 3.
The inputs used to measure fair value may fall into different levels of the fair value hierarchy. In such cases, for disclosure purposes, the level in the fair value hierarchy within which the fair value measurement falls in its entirety, is determined based on the lowest level input that is significant to the fair value measurement in its entirety.
The inputs or methodology used for valuing securities are not necessarily an indication of the risk associated with investing in those securities. The following tables summarize the inputs used as of June 30, 2026 for the Funds investments measured at fair value:
| Swan Defined Risk Fund | ||||||||||||||||
| Assets * | Level 1 | Level 2 | Level 3 | Total | ||||||||||||
| Exchange-Traded Funds | $ | 553,941,954 | $ | — | $ | — | $ | 553,941,954 | ||||||||
| Purchased Put Options | — | 34,619,459 | — | 34,619,459 | ||||||||||||
| Short-Term Investments | 5,209,875 | — | — | 5,209,875 | ||||||||||||
| Total | $ | 559,151,829 | $ | 34,619,459 | $ | — | $ | 593,771,288 | ||||||||
| Liabilities * | ||||||||||||||||
| Put Options Written | $ | — | $ | 3,374,350 | $ | — | $ | 3,374,350 | ||||||||
| Total | $ | — | $ | 3,374,350 | $ | — | $ | 3,374,350 | ||||||||
| Swan Defined Risk Growth Fund | ||||||||||||||||
| Assets * | Level 1 | Level 2 | Level 3 | Total | ||||||||||||
| Exchange-Traded Fund | $ | 53,171,190 | $ | — | $ | — | $ | 53,171,190 | ||||||||
| Purchased Call Options | — | 3,442,504 | — | 3,442,504 | ||||||||||||
| Purchased Put Options | — | 2,797,065 | — | 2,797,065 | ||||||||||||
| Short-Term Investments | 1,664,887 | — | — | 1,664,887 | ||||||||||||
| Total | $ | 54,836,077 | $ | 6,239,569 | $ | — | $ | 61,075,646 | ||||||||
| Liabilities * | ||||||||||||||||
| Call Options Written | $ | — | $ | 1,465,812 | $ | — | $ | 1,465,812 | ||||||||
| Put Options Written | — | 325,313 | — | 325,313 | ||||||||||||
| Total | $ | — | $ | 1,791,125 | $ | — | $ | 1,791,125 | ||||||||
The Funds did not hold any Level 3 securities during the period.
| * | Please refer to the Schedule of Investments for Classification. |
Security Transactions and Investment Income – Investment security transactions are accounted for on a trade date basis. Cost is determined and gains and losses are based upon the specific identification method for both financial statement and federal income tax purposes. Dividend income is recorded on the ex-dividend date and interest income is recorded on an accrual basis. Purchase discounts and premiums on securities are accreted and amortized over the life of the respective securities.
Option Transactions – The Funds are subject to equity price risk in the normal course of pursuing their investment objectives and may purchase or sell options to help hedge against risk. When a Fund writes an option, an amount equal to the premium received is included in the statement of assets and liabilities as a liability. The amount of the liability is subsequently marked-to-market to reflect the current market value of the option. If an option expires on its stipulated expiration date or if a Fund enters into a closing purchase transaction, a gain or loss is realized. If a written call option is exercised, a gain or loss is realized for the sale of the underlying security and the proceeds from the sale are increased by the premium originally received. If a written put option is exercised, the purchase cost of the underlying security is reduced by the premium originally received. As a writer of an option, the Funds have no control over whether the option will be exercised and, as a result, retains the market risk of an unfavorable change in the price of the security underlying the written option.
The Funds may purchase put and call options. Put options are purchased to hedge against a decline in the value of securities held in a Funds portfolio. If such a decline occurs, the put options will permit a Fund to sell the securities
17
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NOTES TO FINANCIAL STATEMENTS (Continued)
June 30, 2026
underlying such options at the exercise price, or to close out the options at a profit. The premium paid for a put or call option plus any transaction costs will reduce the benefit, if any, realized by a Fund upon exercise of the option, and, unless the price of the underlying security rises or declines sufficiently, the option may expire worthless to the applicable Fund. In addition, in the event that the price of the security in connection with which an option was purchased moves in a direction favorable to a Fund, the benefits realized by the applicable Fund as a result of such favorable movement will be reduced by the amount of the premium paid for the option and related transaction costs. Written and purchased options are non-income producing securities. With purchased options, there is minimal counterparty risk to a Fund since these options are exchange traded and the exchanges clearinghouse, as counterparty to all exchange traded options, guarantees against a possible default.
Option Risk – Purchased put options may expire worthless and may have imperfect correlation to the value of the Funds sector ETFs. Written call and put options may limit the Funds participation in equity market gains and may amplify losses in market declines. The Funds losses are potentially large in a written put or call transaction. If unhedged, written calls expose the Funds to potentially unlimited losses.
Distributions to Shareholders – Distributions from net investment income, if any, are declared and paid at least annually and are recorded on the ex-dividend date. The Funds will declare and pay net realized capital gains, if any, annually. The character of income and gains to be distributed is determined in accordance with federal income tax regulations, which may differ from GAAP. These book/tax differences are considered either temporary (i.e., deferred losses, capital loss carry forwards) or permanent in nature. To the extent these differences are permanent in nature, such amounts are reclassified within the composition of net assets based on their federal tax-basis treatment; temporary differences do not require classification.
Federal Income Taxes – It is the Funds policy to continue to comply with the requirements of the Internal Revenue Code applicable to regulated investment companies and to distribute all of their taxable income to their shareholders. Therefore, no provision for Federal income tax is required. The Funds recognize 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 Funds tax positions and has concluded that no liability for unrecognized tax benefits should be recorded related to uncertain tax positions taken on returns filed for the open tax years 2023 - 2025 or expected to be taken in the Funds in their 2026 tax returns. The Funds identify their major tax jurisdictions as U.S. Federal, Ohio and foreign jurisdictions where the Funds make significant investments. The Funds are not aware of any tax positions for which it is reasonably possible that the total amounts of unrecognized tax benefits will change materially in the next twelve months.
Exchange Traded Funds – The Funds may invest in exchange traded funds (ETFs). ETFs are a type of fund bought and sold on a securities exchange. An ETF trades like common stock and represents a fixed portfolio of securities. The Funds may purchase an ETF to gain exposure to a portion of the U.S. or a foreign market. The risks of owning an ETF generally reflect the risks of owning the underlying securities they are designed to track, although the lack of liquidity on an ETF could result in it being more volatile. Additionally, ETFs have fees and expenses that reduce their value.
ETF Risk – ETFs are subject to investment advisory and other expenses, which will be indirectly paid by the Funds. As a result, the cost of investing in the Funds will be higher than the cost of investing directly in ETFs and may be higher than other mutual funds that invest directly in stocks. ETFs are subject to specific risks, depending on the nature of the ETF.
Expenses – Expenses of the Trust that are directly identifiable to a specific fund are charged to that fund. Expenses that are not readily identifiable to a specific fund are allocated in such a manner as deemed equitable, taking into consideration the nature and type of expense and the relative sizes of the funds in the Trust.
Indemnification – The Trust indemnifies its officers and Trustees for certain liabilities that may arise from the performance of their duties to the Trust. Additionally, in the normal course of business, the Funds enter into contracts that contain a variety of representations and warranties and which provide general indemnities. The Funds maximum exposure under these arrangements is unknown, as this would involve future claims that may be made against the Funds that have not yet occurred. However, based on experience, the Funds expect the risk of loss due to these warranties and indemnities to be remote.
Cash Held at Broker – Cash held at broker includes cash and overnight investments in interest-bearing demand deposits with a financial institution with original maturities of three months or less. Each Fund maintains deposits with a high quality
18
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NOTES TO FINANCIAL STATEMENTS (Continued)
June 30, 2026
financial institution in an amount that is in excess of federally insured limits. Each Fund places deposits only with those counterparties that are believed to be creditworthy and there has been no history of loss.
Cash and Cash Equivalents – Cash and cash equivalents are held with a financial institution. The assets of a Fund may be placed in deposit accounts at U.S. banks and such deposits generally exceed Federal Deposit Insurance Corporation (FDIC) insurance limits. The FDIC insures deposit accounts up to $250,000 for each account holder. The counterparty is generally a single bank rather than a group of financial institutions; thus, there may be a greater counterparty credit risk. Each Fund places deposits only with those counterparties that are believed to be creditworthy and there has been no history of loss.
Market Risk – Overall market risks may also affect the value of the Funds. The market values of securities or other investments owned by the Funds will go up or down, sometimes rapidly or unpredictably. Factors such as economic growth and market conditions, interest rate levels, exchange rates and political events affect the securities markets. Changes in market conditions and interest rates generally do not have the same impact on all types of securities and instruments. Unexpected local, regional or global events and their aftermath, such as war; acts of terrorism; tariffs and trade wars; financial, political or social disruptions; natural, environmental or man-made disasters; climate change and climate related events; the spread of infectious illnesses or other public health issues; recessions and depressions; or other tragedies, catastrophes and events could have a significant impact on the Funds and their investments and could result in increased premiums or discounts to a Funds net asset value, and may impair market liquidity, thereby increasing liquidity risk. Such events can cause investor fear and panic, which can adversely affect the economies of many companies, sectors, nations, regions and the market in general, in ways that cannot necessarily be foreseen. The Funds could lose money over short periods due to short-term market movements and over longer periods during more prolonged market downturns. During a general market downturn, multiple asset classes may be negatively affected. In times of severe market disruptions, you could lose your entire investment.
Leveraging Risk – The use of leverage, such as that embedded in options, could magnify the Funds gains or losses. Written option positions expose the Funds to potential losses many times the option premium received.
| 3. | INVESTMENT ADVISORY AGREEMENT AND TRANSACTIONS WITH RELATED PARTIES |
Swan Capital Management, LLC (the Advisor) serves as investment advisor to the Funds. Subject to the oversight of the Board, the Advisor is responsible for the management of the Funds investment portfolios. The Advisor has selected Swan Global Management, LLC, (the Sub-Advisor), an affiliate of the Advisor with the same ownership and management as the Advisor, to serve as the Funds sub-advisor, effective November 19, 2014 for the Swan Defined Risk Fund and since commencement of the Swan Defined Risk Growth Fund.
Pursuant to an advisory agreement with the Trust, on behalf of the Funds, the Advisor, under the oversight of the Board, directs the daily operations of the Funds and supervises the performance of administrative and professional services provided by others. As compensation for its services and the related expenses borne by the Advisor, the Funds pay the Advisor a fee, computed and accrued daily and paid monthly at an annual rate of 1.00% of each Funds average daily net assets.
For the year ended June 30, 2026, the advisory fees incurred by each of the Funds were as follows:
| Fund | Advisory Fees | |||
| Swan Defined Risk Fund | $ | 6,258,255 | ||
| Swan Defined Risk Growth Fund | 531,038 | |||
Pursuant to a written contract (the Waiver Agreement), the Advisor has agreed to waive a portion of its advisory fee and has agreed to reimburse expenses of the Funds until at least November 1, 2026 to the extent necessary so that the total expenses incurred by the applicable Fund (excluding (i) any front-end or contingent deferred loads; (ii) brokerage fees and commissions, (iii) acquired fund fees and expenses; (iv) borrowing costs (such as interest and dividend expense on securities sold short); (v) taxes; and (vi) extraordinary expenses, such as litigation expenses (which may include indemnification of Fund officers and Trustees and contractual indemnification of Fund service providers (other than the Advisor))) do not exceed 1.65%, 2.40%, and 1.40% of the daily average net assets attributable to Class A, Class C, and Class I shares, respectively, of the applicable Fund.
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NOTES TO FINANCIAL STATEMENTS (Continued)
June 30, 2026
If the Advisor waives any fee or reimburses any expense pursuant to the Waiver Agreement, and a Funds Operating Expenses attributable to Class A, Class C, and Class I shares are subsequently less than the expense limitations, the Advisor shall be entitled to reimbursement by the applicable Fund for such waived fees or reimbursed expenses provided that such reimbursement does not cause the Funds expenses to exceed the expense limitation in place at the time of waiver or reimbursement or at time of recoupment, whichever is less. If Fund Operating Expenses attributable to Class A, Class C and Class I shares subsequently exceed the expense limitation, the reimbursements shall be suspended. The Advisor may seek reimbursement only for expenses waived or paid by it during the three years prior to such reimbursement; provided, however, that such expenses may only be reimbursed to the extent they were waived or paid after the date of the Waiver Agreement (or any similar agreement).
During the year ended June 30, 2026, the Advisor waived/reimbursed fees and expenses pursuant to the Waiver Agreement as follows:
| Advisory | ||||
| Fund | Fees Waived | |||
| Swan Defined Risk Fund | $ | — | ||
| Swan Defined Risk Growth Fund | 17,506 | |||
During the year ended June 30, 2026, the Advisor did not recapture any previously waived fees. As of June 30, 2026, the Advisor may recapture all or a portion of the waived fees no later than the dates stated below:
| Fund | June 30, 2027 | June 30, 2028 | June 30, 2029 | Total | ||||||||||||
| Swan Defined Risk Fund | $ | — | $ | — | $ | — | $ | — | ||||||||
| Swan Defined Risk Growth Fund | 86,743 | 63,618 | 17,506 | 167,867 | ||||||||||||
Distributor – The distributor of the Funds is Northern Lights Distributors, LLC (the Distributor). The Board has adopted, on behalf of the Funds, the Trusts Master Distribution and Shareholder Servicing Plans for Class A and Class C shares as amended, pursuant to Rule 12b-1 under the 1940 Act (the Plans), to pay for certain distribution activities and shareholder services. Under the Plans, the Funds may pay 0.25% per year of the average daily net assets of Class A shares and 1.00% of the average daily net assets for Class C shares for such distribution and shareholder service activities.
For the year ended June 30, 2026, the Funds incurred 12b-1 fees attributable to Class A and C shares as follows:
| Fund | Class A | Class C | ||||||
| Swan Defined Risk Fund | $ | 329,101 | $ | 438,214 | ||||
| Swan Defined Risk Growth Fund | 5,137 | 13,325 | ||||||
The Distributor acts as the Funds principal underwriter in a continuous public offering of the Funds shares. During the year ended June 30, 2026, the Distributor received underwriting commissions for sales of Class A shares of each of the Funds as follows:
| Amount Retained | ||||||||
| by Principal | ||||||||
| Fund | Commission | Underwriter | ||||||
| Swan Defined Risk Fund | $ | 38,474 | $ | 5,450 | ||||
| Swan Defined Risk Growth Fund | 330 | 30 | ||||||
In addition, certain affiliates of the Distributor provide services to the Funds as follows:
Ultimus Fund Solutions, LLC (UFS) – an affiliate of the Distributor, provides administration, fund accounting, and transfer agent services to the Trust. Pursuant to separate servicing agreements with UFS, the Funds pay UFS customary fees for providing administration, fund accounting and transfer agency services to the Funds. Certain officers of the Trust are also officers of UFS, and are not paid any fees directly by the Funds for serving in such capacities.
Northern Lights Compliance Services, LLC (NLCS) – an affiliate of UFS and the Distributor, provides a Chief Compliance Officer to the Trust, as well as related compliance services, pursuant to a consulting agreement between NLCS and the Trust. Under the terms of such agreement, NLCS receives customary fees from the Funds.
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NOTES TO FINANCIAL STATEMENTS (Continued)
June 30, 2026
Blu Giant, LLC (Blu Giant) – an affiliate of UFS and the Distributor, provides EDGAR conversion and filing services as well as print management services for the Funds on an ad-hoc basis. For the provision of these services, Blu Giant receives customary fees from the Funds.
The Trust engages an insurance broker affiliated with UFS for the purposes of assisting the Trust in obtaining its insurance policies
| 4. | INVESTMENT TRANSACTIONS |
The cost of purchases and proceeds from the sale of securities, other than U.S. government securities and short-term investments, for the year ended June 30, 2026 were as follows:
| Fund | Purchases | Sales | ||||||
| Swan Defined Risk Fund | $ | — | $ | 170,943,173 | ||||
| Swan Defined Risk Growth Fund | 3,888,975 | 4,111,079 | ||||||
| 5. | DERIVATIVE TRANSACTIONS |
The following is a summary of the effect of derivative instruments on the Funds Statements of Assets and Liabilities as of June 30, 2026.
| Swan Defined Risk Fund | ||||||
| Contract Type/Primary Risk Exposure | Statements of Assets and Liabilities | Value | ||||
| Index contracts/Equity price risk | Investment securities, at value | $ | 34,619,459 | |||
| Index contracts/Equity price risk | Options Written, at value | (3,374,350 | ) | |||
| Swan Defined Risk Growth Fund | ||||||
| Contract Type/Primary Risk Exposure | Statements of Assets and Liabilities | Value | ||||
| Index contracts/Equity price risk | Investment securities, at value | $ | 6,239,569 | |||
| Index contracts/Equity price risk | Options Written, at value | (1,791,125 | ) | |||
The following is a summary of the effect of derivative instruments on the Statements of Operations for the year ended June 30, 2026.
Swan Defined Risk Fund
| Change in Unrealized | ||||||||
| Realized Gain/(Loss) | Appreciation/(Depreciation) | |||||||
| Contract Type/Primary Risk Exposure | on Options Purchased | on Options Purchased | ||||||
| Index contracts/Equity price risk | $ | (85,398,214 | ) | $ | (3,069,716 | ) | ||
| Change in Unrealized | ||||||||
| Realized Gain/(Loss) | Appreciation/(Depreciation) | |||||||
| Contract Type/Primary Risk Exposure | on Options Written | on Options Written | ||||||
| Index contracts/Equity price risk | $ | 62,592,587 | $ | (6,852,594 | ) | |||
21
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NOTES TO FINANCIAL STATEMENTS (Continued)
June 30, 2026
Swan Defined Risk Growth Fund
| Change in Unrealized | ||||||||
| Realized Gain/(Loss) | Appreciation/(Depreciation) | |||||||
| Contract Type/Primary Risk Exposure | on Options Purchased | on Options Purchased | ||||||
| Index contracts/Equity price risk | $ | (3,649,810 | ) | $ | 138,778 | |||
| Change in Unrealized | ||||||||
| Realized Gain/(Loss) | Appreciation/(Depreciation) | |||||||
| Contract Type/Primary Risk Exposure | on Options Written | on Options Written | ||||||
| Index contracts/Equity price risk | $ | 3,272,181 | $ | (868,630 | ) | |||
The notional value of the derivative instruments outstanding as of June 30, 2026 as disclosed in the Schedule of Investments and the amounts realized and changes in unrealized gains and losses on derivative instruments during the period as disclosed above and within the Statements of Operations serve as indicators of the volume of derivative activity for the Funds.
| 6. | AGGREGATE UNREALIZED APPRECIATION AND DEPRECIATION – TAX BASIS |
| Gross | Gross | Net Unrealized | ||||||||||||||
| Tax | Unrealized | Unrealized | Appreciation | |||||||||||||
| Fund | Cost | Appreciation | Depreciation | (Depreciation) | ||||||||||||
| Swan Defined Risk Fund | $ | 208,875,798 | $ | 381,739,323 | $ | (218,183 | ) | $ | 381,521,140 | |||||||
| Swan Defined Risk Growth Fund | 31,249,531 | 28,121,969 | (86,979 | ) | 28,034,990 | |||||||||||
7. DISTRIBUTIONS TO SHAREHOLDERS AND TAX COMPONENTS OF CAPITAL
The tax character of distributions paid for the years ended June 30, 2025, and June 30, 2026, was as follows:
| For the year ended June 30, 2026: | ||||||||||||||||
| Ordinary | Long-Term | Return | ||||||||||||||
| Fund | Income | Capital Gains | of Capital | Total | ||||||||||||
| Swan Defined Risk Fund | $ | — | $ | 61,606,196 | $ | — | $ | 61,606,196 | ||||||||
| Swan Defined Risk Growth Fund | — | — | — | — | ||||||||||||
| For the year ended June 30, 2025: | ||||||||||||||||
| Ordinary | Long-Term | Return | ||||||||||||||
| Fund | Income | Capital Gains | of Capital | Total | ||||||||||||
| Swan Defined Risk Fund | $ | 451,171 | $ | 40,989,869 | $ | — | $ | 41,441,040 | ||||||||
| Swan Defined Risk Growth Fund | — | 735,129 | — | 735,129 | ||||||||||||
As of June 30, 2026, the components of accumulated earnings/(deficit) on a tax basis were as follows:
| Undistributed | Undistributed | Post October Loss | Capital Loss | Other | Unrealized | Total | ||||||||||||||||||||||
| Ordinary | Long-Term | and | Carry | Book/Tax | Appreciation/ | Accumulated | ||||||||||||||||||||||
| Fund | Income | Capital Gains | Late Year Loss | Forwards | Differences | (Depreciation) | Earnings/(Deficits) | |||||||||||||||||||||
| Swan Defined Risk Fund | $ | — | $ | 20,020,821 | $ | (824,283 | ) | $ | — | $ | (3,325,943 | ) | 381,521,140 | $ | 397,391,735 | |||||||||||||
| Swan Defined Risk Growth Fund | — | — | (977,897 | ) | (1,757,133 | ) | (351,708 | ) | 28,034,990 | 24,948,252 | ||||||||||||||||||
The difference between book basis and tax basis unrealized appreciation (depreciation) and accumulated net realized gains (losses) from investments is primarily attributable to the tax deferral of losses on wash sales and straddles, as well as the mark-to-market on open 1256 option contracts. In addition, the amounts listed under other book/tax differences are primarily attributable to the tax deferral of losses on straddles.
22
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NOTES TO FINANCIAL STATEMENTS (Continued)
June 30, 2026
Late year losses incurred after December 31 within the fiscal year are deemed to arise on the first business day of the following fiscal year for tax purposes. The Funds incurred and elected to defer such late year losses of as follows:
| Late Year | ||||
| Fund | Losses | |||
| Swan Defined Risk Fund | $ | 824,283 | ||
| Swan Defined Risk Growth Fund | 107,111 | |||
Capital losses incurred after October 31 within the fiscal year are deemed to arise on the first business day of the following fiscal year for tax purposes. The Funds incurred and elected to defer such capital of as follows:
| Post October | ||||
| Fund | Losses | |||
| Swan Defined Risk Fund | $ | — | ||
| Swan Defined Risk Growth Fund | 870,786 | |||
At June 30, 2026, the Funds had capital loss carry forwards for federal income tax purposes available to offset future capital gains, along with capital loss carryforwards utilized as follows:
| Non-Expiring | ||||||||||||||||
| Fund | Short-Term | Long- Term |
Total | CLCF Utilized |
||||||||||||
| Swan Defined Risk Fund | $ | — | $ | — | $ | — | $ | — | ||||||||
| Swan Defined Risk Growth Fund | 1,574,776 | 182,357 | 1,757,133 | — | ||||||||||||
During the fiscal year ended June 30, 2026, certain of the Funds utilized tax equalization which is the use of earnings and profits distributions to shareholders on redemption of shares as part of the dividends paid deduction for income tax purposes. Permanent book and tax differences, primarily attributable to the book/tax basis treatment of net operating losses and tax adjustments for equalization, resulted in reclassification for the year ended June 30, 2026, as follows:
| Paid | ||||||||
| In | Distributable/Accumulated | |||||||
| Fund | Capital | Earnings (Losses) | ||||||
| Swan Defined Risk Fund | $ | 7,848,438 | $ | (7,848,438 | ) | |||
| Swan Defined Risk Growth Fund | (33,277 | ) | 33,277 | |||||
8. CONTROL OWNERSHIP
The beneficial ownership either directly or indirectly, of more than 25% of 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, the shareholders listed below held more than 25% of an individual Fund and may be deemed to control that Fund. The Funds have no knowledge as to whether all or any portion of the shares owned of record within the omnibus accounts listed below are also owned beneficially.
| Shareholder | Fund | Percent |
| Pershing LLC | Swan Defined Risk Growth Fund | 63.66% |
23
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NOTES TO FINANCIAL STATEMENTS (Continued)
June 30, 2026
| 9. | UNDERLYING INVESTMENT IN OTHER INVESTMENT COMPANIES |
Each underlying fund, including each ETF, is subject to specific risks, depending on the nature of the underlying fund. These risks could include liquidity risk, sector risk, foreign and related currency risk, as well as risks associated with real estate investments and commodities. Investors in the Funds will indirectly bear fees and expenses charged by the underlying investment companies in which the Funds invest in addition to the Funds direct fees and expenses. The performance of each Fund will be directly affected by the performance of its investment in the underlying fund. The financial statements of the underlying funds, including their portfolios of investments, can be found at the SECs website, www.sec.gov, and should be read in conjunction with the Funds financial statements. As of June 30, 2026, the percentage of each Funds net assets invested in an underlying fund was as follows:
| Fund | Underlying Investment | % of Net Assets | ||||
| Swan Defined Risk Fund | iShares Core S&P 500 ETF | 59.4 | % | |||
| Swan Defined Risk Growth Fund | iShares Core S&P 500 ETF | 89.8 | % | |||
| 10. | ACCOUNTING PRONOUNCEMENT |
The Funds have adopted the FASB Accounting Standards Update 2023-09, Income Taxes (Topic 740) Improvements to Income Tax Disclosures (ASU 2023-09), which establishes new income tax disclosure requirements and modifies or eliminates certain existing disclosure provisions. ASU 2023-09 is intended to address investor requests for more transparency about income tax information and to improve the effectiveness of income tax disclosures. The Funds adoption of ASU 2023-09 did not have a material impact on either Funds financial statements.
| 11. | SUBSEQUENT EVENTS |
Subsequent events after the date of the Statements of Assets and Liabilities have been evaluated through the date the financial statements were issued. Management has determined that no events or transactions occurred requiring adjustment or disclosure in the financial statements.
24
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To the Board of Trustees of Northern Lights Fund Trust III and the Shareholders of Swan Defined Risk Fund and Swan Defined Risk Growth Fund:
Opinion on the Financial Statements and Financial Highlights
We have audited the accompanying statements of assets and liabilities of Swan Defined Risk Fund and Swan Defined Risk Growth Fund (the Funds), each a fund constituting the Northern Lights Fund Trust III (the Trust), including the schedules of investments, as of June 30, 2026, the related statements of operations for the year then ended, statements of changes in net assets for each of the two years in the period then ended, financial highlights for each of the five years in the period then ended, and the related notes (collectively referred to as the financial statements and financial highlights). In our opinion, the financial statements and financial highlights present fairly, in all material respects, the financial position of each of the funds constituting the Trust as of June 30, 2026, and the results of their operations for the year then ended, the changes in their net assets for each of the two years in the period then ended, and the financial highlights for each of the five years in the period then ended in conformity with accounting principles generally accepted in the United States of America.
Basis for Opinion
These financial statements and financial highlights are the responsibility of the Funds management. Our responsibility is to express an opinion on the Funds financial statements and financial highlights based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Funds in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements and financial highlights are free of material misstatement, whether due to error or fraud. The Funds are not required to have, nor were we engaged to perform, an audit of their internal control over financial reporting. As part of our audits, we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Funds internal control over financial reporting. Accordingly, we express no such opinion.
Our audits included performing procedures to assess the risks of material misstatement of the financial statements and financial highlights, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements and financial highlights. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements and financial highlights. Our procedures included confirmation of securities owned as of June 30, 2026, by correspondence with the custodian and brokers; when replies were not received from brokers, we performed other auditing procedures. We believe that our audits provide a reasonable basis for our opinion.

Costa Mesa, California
August 28, 2026
We have served as the auditor of one or more Swan Funds investment companies since 2018.
25
SWAN
FUNDS
ADDITIONAL INFORMATION (Unaudited)
June 30, 2026
Changes in and Disagreements with Accountants
There were no changes in or disagreements with accountants during the period covered by this report.
Proxy Disclosures
Not applicable.
Remuneration Paid to Directors, Officers and Others
Refer to the financial statements included herein.
Statement Regarding Basis for Approval of Investment Advisory Agreement
Renewal of Advisory Agreement and Sub-Advisory Agreement – Swan Defined Risk Fund and Swan Defined Risk Growth Fund*
In connection with a meeting held on May 20, 2026, the Board, including a majority of the Trustees who are not interested persons, as that term is defined in the Investment Company Act of 1940, as amended, discussed the renewal of the investment advisory agreement between Swan Capital Management, LLC (the Adviser) and the Trust with respect to the Swan Defined Risk Fund (Swan DR), and Swan Defined Risk Growth Fund (Swan Growth and collectively, the Swan Funds), and the sub-advisory agreement between Swan Global Management, LLC (the Sub-Adviser) and the Adviser with respect to the Swan Funds. The Board agreed that it was appropriate to consider the renewal of the advisory and sub-advisory agreements (collectively, the Agreements) for the Swan Funds together because the Adviser and the Sub-Adviser (collectively, Swan) were under common management and control with shared resources and personnel. In considering the renewal of the Agreements, the Board received materials specifically relating to the Swan Funds and the Agreements.
The Board relied upon the advice of independent legal counsel and its own business judgment in determining the material factors to be considered in evaluating the Agreements and the weight to be given to each such factor. The Boards conclusions were based on an evaluation of all of the information provided and were not the result of any one factor. Moreover, each Trustee may have afforded different weight to the various factors in reaching conclusions with respect to the Agreements.
Nature, Extent & Quality of Services. The Board noted that the Adviser was founded in 1997, and together with its affiliate and commonly controlled sub-adviser, the Sub-Adviser, managed approximately $2.3 billion in assets. The Board acknowledged that Swan provided wealth management and investment advisory services to high-net-worth individuals, institutions, other investment advisory firms, and mutual funds. The Board discussed the background information of Swans key investment personnel servicing each Swan Fund, taking into account their education and financial industry experience, specifically with option strategies used to support its hedged equity approach. The Board observed that Swan had an investment committee that performed research to determine asset allocations for each Swan Fund to be utilized under a proprietary rules-based system that included a risk mitigation sub-strategy that utilized options in an effort to minimize downside risk, reduce volatility, and generate option premium income. The Board noted that Swans compliance team monitored each Swan Funds investment limitations using checklists, risk matrices, compliance calendars and reconciliations, and compliance checklists. The Board remarked that Swan selected brokers based on best execution standards that included the speed and cost of execution, options trading capability and technology enablement. The Board noted that Swan did not use artificial intelligence. The Board acknowledged that Swan reported no material compliance, litigation or cybersecurity concerns since the most recent renewal of the advisory agreement. The Board concluded that Swan could be expected to continue providing quality service to each Swan Fund and its shareholders.
26
SWAN
FUNDS
ADDITIONAL INFORMATION (Unaudited) (Continued)
June 30, 2026
Performance.
Swan DR—The Board observed that Swan DR was a 3-star Morningstar rated fund. The Board noted that Swan DR outperformed its Morningstar category but underperformed the S&P 500 and peer group over the 1-year period. The Board further noted that Swan DR underperformed its peer group, Morningstar category, and the S&P 500 over the 3-year and 5- year periods. The Board commented that Swan DR outperformed its peer group and Morningstar category over the since inception period. The Board acknowledged that over the 1-year period, Swan DR had a capture ratio of over 56% relative to the benchmark which was within expectations. The Board determined that Swan could be expected to continue to provide reasonable returns consistent with the stated objective and strategy for Swan DR and its shareholders.
Swan Growth—The Board acknowledged that Swan Growth was a 4-star Morningstar rated fund. The Board noted that Swan Growth outperformed its Morningstar category and peer group across all periods. The Board commented that over the 1-year period, Swan Growth had a capture ratio of over 77% relative to the benchmark which was within expectations. The Board determined that Swan could be expected to continue to provide reasonable returns consistent with the stated objective and strategy for Swan Growth and its shareholders.
Fees and Expenses.
Swan DR—The Board noted that Swan DRs advisory fee was the same as the medians of the Morningstar category and peer group and lower than the averages of the Morningstar category and peer group. The Board observed that Swan DRs net expense ratio was lower than the Morningstar category average and median, on par with the peer group median and higher than the peer group average. The Board considered Swans explanation that many of the funds with lower fees in the Morningstar category were passively managed whereas Swan DR was actively managed due to the option component in Swan DRs strategy. The Board concluded that the advisory fee for Swan DR was not unreasonable.
Swan Growth—The Board noted that Swan Growths advisory fee was lower than the peer group average and median, slightly lower than the Morningstar category and on par with the Morningstar category median. The Board observed that Swan Growths net expense ratio was higher than the Morningstar category median and average but lower than the peer group median and average. The Board considered that Swan actively managed the options component of Swan Growths strategy whereas many of the funds in its peer group were passively managed. The Board concluded that the advisory fee for Swan DR was not unreasonable.
Economies of Scale. The Board considered whether Swan had achieved economies of scale with respect to the management of each Swan Fund. The Board noted that Swan had indicated its willingness to consider breakpoints as each Swan Fund increased its assets. The Board agreed that in light of the expense limitation agreements, which effectively protected shareholders from high expenses despite lower asset levels, and Swans willingness to consider breakpoints as each Swan Fund reached higher asset levels, the absence of breakpoints at this time was acceptable.
Profitability. The Board reviewed Swans profitability analysis in connection with its advisory services for each Swan Fund and noted that Swan earned a profit from Swan DR and Swan Growth. The Board acknowledged Swans assertion that the profits were reasonable due to the complexity of managing each Swan Fund. The Board concluded that Swan was not realizing an excessive profit from the advisory fee paid to any of the Swan Funds or in the aggregate to all of the Swan Funds.
27
SWAN
FUNDS
ADDITIONAL INFORMATION (Unaudited) (Continued)
June 30, 2026
Conclusion. Having requested and reviewed such information from Swan as the Board believed to be reasonably necessary to evaluate the terms of the Agreements, and as assisted by the advice of independent counsel, the Board concluded that renewal of the Agreements was in the best interests of each Swan Fund and its respective shareholders.
| * | Due to timing of the contract renewal schedule, these deliberations may or may not relate to the current performance results of the Swan Funds. |
PROXY VOTING POLICY
Information regarding how the Funds voted proxies relating to portfolio securities for the most recent twelve month period ended June 30 as well as a description of the policies and procedures that the Funds used to determine how to vote proxies is available without charge, upon request, by calling 1-877-896-2590, by visiting swandefinedriskfunds.com, or by referring to the Securities and Exchange Commissions (SEC) website at http://www.sec.gov.
28
Item 8. Changes in and Disagreements with Accountants for Open-End Management Investment Companies.
Not applicable
Item 9. Proxy Disclosures for Open-End Management Investment Companies.
Not applicable
Item 10. Remuneration Paid to Directors, Officers, and Others of Open-End Management Investment Companies.
Included under Item 7
Item 11. Statement Regarding Basis for Approval of Investment Advisory Contract.
Included under Item 7
Item 12. Disclosure of Proxy Voting Policies and Procedures for Closed-End Management Investment Companies.
Not applicable
Item 13. Portfolio Managers of Closed-End Management Investment Companies.
Not applicable
Item 14. Purchases of Equity Securities by Closed-End Management Investment Company and Affiliated Purchasers.
Not applicable
Item 15. Submission of Matters to a Vote of Security Holders.
None
Item 16. Controls and Procedures
(a) The registrants Principal Executive Officer and Principal Financial Officer have concluded that the registrants disclosure controls and procedures (as defined in Rule 30a-3(c) under the Act) are effective in design and operation and are sufficient to form the basis of the certifications required by Rule 30a-(2) under the Act, based on their evaluation of these disclosure controls and procedures as of a date within 90 days of this report on Form N-CSR.
(b) There were no changes in the registrants internal control over financial reporting (as defined in Rule 30a-3(d) under the Act) during the period covered by this report that have materially affected, or are reasonably likely to materially affect, the registrants internal control over financial reporting.
Item 17. Disclosure of Securities Lending Activities for Closed-End Management Investment Companies.
Not applicable
Item 18. Recovery of Erroneously Awarded Compensation.
(a) Not applicable
(b) Not applicable
Item 19. Exhibits.
(a)(1) Code of Ethics for Principal Executive and Senior Financial Officers.
(a)(2) Not applicable
(a)(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 Act (17 CFR 270.30a-2(a)): Attached hereto.
(a)(4) Not applicable
(b) Certifications required by Rule 30a-2(b) under the Act (17 CFR 270.30a-2(b)): Attached hereto
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.
Northern Lights Fund Trust III
| By | /s/ Brian Curley |
| Brian Curley |
| Principal Executive Officer |
| Date: 9/1/2026 |
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/ Brian Curley |
| Brian Curley |
| Principal Executive Officer |
| Date: 9/1/2026 |
| By | /s/ Richard Gleason |
| Richard Gleason |
| Principal Financial Officer |
| Date: 9/1/2026 |