

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CERTIFIED SHAREHOLDER REPORT OF REGISTERED
MANAGEMENT INVESTMENT COMPANIES
Investment Company Act file number 811-07959
(Exact name of registrant as specified in charter)
615 East Michigan Street
Milwaukee,
WI 53202
(Address of principal executive offices) (Zip code)
Jeffrey T. Rauman, President/Principal Executive Officer
Advisors Series Trust
c/o U.S. Bancorp Fund Services, LLC
777 East Wisconsin Avenue
Milwaukee,
WI 53202
(Name and address of agent for service)
(626) 914-7363
Registrant’s telephone number, including area code
Date of fiscal year end: December 31, 2026
Date of reporting period:
Item 1. Reports to Stockholders.
| (a) |
![]() |
|
![]() |
|
|
||
|
Semi-Annual Shareholder Report |
|
|
Class Name
|
Costs of a $10,000 investment
|
Costs paid as a percentage of a $10,000 investment
|
|
Investor Class
|
$
|
|
|
Net Assets
|
$
|
|
Number of Holdings
|
|
|
Portfolio Turnover
|
|
| Capital Advisors Growth Fund | PAGE 1 | TSR-SAR-007989783 |

|
Top 10 Issuers
|
(%)
|
|
|
NVIDIA Corp.
|
|
%
|
|
Alphabet, Inc.
|
|
%
|
|
Applied Materials, Inc.
|
|
%
|
|
Apple, Inc.
|
|
%
|
|
Amazon.com, Inc.
|
|
%
|
|
JPMorgan Chase & Co.
|
|
%
|
|
First American Government Obligations Fund
|
|
%
|
|
Microsoft Corp.
|
|
%
|
|
Palo Alto Networks, Inc.
|
|
%
|
|
GE Vernova, Inc.
|
|
%
|
| * | Expressed as a percentage of net assets. |
| Capital Advisors Growth Fund | PAGE 2 | TSR-SAR-007989783 |
| (b) | Not applicable. |
Item 2. Code of Ethics.
Not applicable for semi-annual reports.
Item 3. Audit Committee Financial Expert.
Not applicable for semi-annual reports.
Item 4. Principal Accountant Fees and Services.
Not applicable for semi-annual reports.
Item 5. Audit Committee of Listed Registrants.
Not applicable.
Item 6. Investments.
| (a) | Schedule of Investments is included within the financial statements filed under Item 7 of this Form. |
| (b) | Not Applicable. |
Item 7. Financial Statements and Financial Highlights for Open-End Investment Companies.
| (a) |

|
|
|
|
|
|
|
|
|
|
|
|
Shares |
|
|
Value
|
|
COMMON
STOCKS - 94.4% |
|
|
|
|
||
|
Administrative
and Support Services - 3.0% |
|
|
|
|
||
|
Uber
Technologies, Inc.(a) |
|
|
31,325 |
|
|
$2,260,412
|
|
Visa,
Inc. - Class A |
|
|
7,680 |
|
|
2,634,931
|
|
|
|
|
|
4,895,343
| ||
|
Beverage
and Tobacco Product Manufacturing - 1.8% |
|
|
|
|
||
|
PepsiCo,
Inc. |
|
|
21,289 |
|
|
2,882,531
|
|
Chemical
Manufacturing - 3.2% |
|
|
|
|
||
|
Ecolab,
Inc. |
|
|
10,000 |
|
|
2,786,100
|
|
Procter
& Gamble Co. |
|
|
16,500 |
|
|
2,419,560
|
|
|
|
|
|
5,205,660
| ||
|
Computer
and Electronic Product Manufacturing - 30.4% |
|
|
|
|
||
|
Apple,
Inc. |
|
|
33,665 |
|
|
9,741,304
|
|
Applied
Materials, Inc. |
|
|
15,400 |
|
|
11,134,200
|
|
Danaher
Corp. |
|
|
11,400 |
|
|
2,171,472
|
|
Jabil,
Inc. |
|
|
7,825 |
|
|
3,016,381
|
|
Moog,
Inc. - Class A |
|
|
5,000 |
|
|
2,119,200
|
|
NVIDIA
Corp. |
|
|
65,000 |
|
|
13,005,850
|
|
Palo
Alto Networks, Inc.(a) |
|
|
16,650 |
|
|
5,677,983
|
|
Veralto
Corp. |
|
|
31,800 |
|
|
2,820,024
|
|
|
|
|
|
49,686,414
| ||
|
Computing
Infrastructure Providers, Data Processing, Web Hosting, and Related Services - 0.9% |
|
|
|
|
||
|
Airbnb,
Inc. - Class A(a) |
|
|
10,775 |
|
|
1,541,902
|
|
Credit
Intermediation and Related Activities - 5.7% |
|
|
|
|
||
|
JPMorgan
Chase & Co. |
|
|
28,575 |
|
|
9,353,455
|
|
E-Commerce/Services
- 1.6% |
|
|
|
|
||
|
MercadoLibre,
Inc.(a) |
|
|
1,550 |
|
|
2,630,955
|
|
Electrical
Equipment, Appliance, and Component Manufacturing - 2.9% |
|
|
|
|
||
|
Rockwell
Automation, Inc. |
|
|
9,550 |
|
|
4,728,014
|
|
Electronic
Computer Manufacturing - 0.4% |
|
|
|
|
||
|
Quantinuum,
Inc. - Class A(a) |
|
|
8,150 |
|
|
666,181
|
|
Insurance
Carriers and Related Activities - 1.5% |
|
|
|
|
||
|
Berkshire
Hathaway, Inc. - Class B(a) |
|
|
4,975 |
|
|
2,489,440
|
|
Management
of Companies and Enterprises - 1.0% |
|
|
|
|
||
|
Sea
Ltd. - ADR(a) |
|
|
16,650 |
|
|
1,595,569
|
|
Mining
(except Oil and Gas) - 3.4% |
|
|
|
|
||
|
Cameco
Corp. |
|
|
29,520 |
|
|
3,006,907
|
|
Freeport-McMoRan,
Inc. |
|
|
39,350 |
|
|
2,474,722
|
|
|
|
|
|
5,481,629
| ||
|
|
|
|
|
|
|
|
|
|
|
1 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Shares |
|
|
Value
|
|
COMMON
STOCKS - (Continued) | ||||||
|
Miscellaneous
Manufacturing - 4.0% |
|
|
|
|
||
|
Intuitive
Surgical, Inc.(a) |
|
|
7,565 |
|
|
$3,008,449
|
|
Stryker
Corp. |
|
|
11,375 |
|
|
3,581,305
|
|
|
|
|
|
6,589,754
| ||
|
Professional,
Scientific, and Technical Services - 7.1% |
|
|
|
|
||
|
Alphabet,
Inc. - Class C |
|
|
32,800 |
|
|
11,589,224
|
|
Publishing
Industries - 4.5% |
|
|
|
|
||
|
Microsoft
Corp. |
|
|
19,950 |
|
|
7,441,749
|
|
Securities,
Commodity Contracts, and Other Financial Investments and Related Activities - 2.0% |
|
|
|
|
||
|
Brookfield
Corp. |
|
|
54,125 |
|
|
2,305,184
|
|
IonQ,
Inc.(a) |
|
|
19,160 |
|
|
1,020,461
|
|
|
|
|
|
3,325,645
| ||
|
Sporting
Goods, Hobby, Musical Instrument, Book, and Miscellaneous Retailers - 7.3% |
|
|
||||
|
Amazon.com,
Inc.(a) |
|
|
40,525 |
|
|
9,658,729
|
|
DoorDash,
Inc. - Class A(a) |
|
|
12,150 |
|
|
2,242,039
|
|
|
|
|
|
11,900,768
| ||
|
Transportation
Equipment Manufacturing - 7.6% |
|
|
|
|
||
|
Boeing
Co.(a) |
|
|
17,175 |
|
|
3,717,872
|
|
Honeywell
Aerospace, Inc.(a) |
|
|
11,815 |
|
|
2,612,060
|
|
Honeywell
International, Inc. |
|
|
11,815 |
|
|
2,645,379
|
|
Space
Exploration Technologies Corp. - Class A(a) |
|
|
3,565 |
|
|
609,116
|
|
Tesla,
Inc.(a) |
|
|
6,920 |
|
|
2,910,552
|
|
|
|
|
|
12,494,979
| ||
|
Utilities
- 4.7% |
|
|
|
|
||
|
Constellation
Energy Corp. |
|
|
8,000 |
|
|
1,986,960
|
|
GE
Vernova, Inc. |
|
|
4,795 |
|
|
5,633,454
|
|
|
|
|
|
7,620,414
| ||
|
Waste
Management and Remediation Services - 1.4% |
|
|
|
|
||
|
Waste
Management, Inc. |
|
|
10,225 |
|
|
2,278,948
|
|
TOTAL
COMMON STOCKS
(Cost
$70,684,874) |
|
|
|
|
154,398,574
| |
|
SHORT-TERM
INVESTMENTS |
|
|
|
|
||
|
MONEY
MARKET FUNDS - 5.7% |
|
|
|
|
||
|
First
American Government Obligations Fund - Class X, 3.57%(b) |
|
|
9,285,736 |
|
|
9,285,736
|
|
TOTAL
MONEY MARKET FUNDS
(Cost
$9,285,736) |
|
|
|
|
9,285,736
| |
|
TOTAL
INVESTMENTS - 100.1%
(Cost
$79,970,610) |
|
|
|
|
$163,684,310
| |
|
Liabilities
in Excess of Other Assets - (0.1)% |
|
|
|
|
(134,464)
| |
|
TOTAL
NET ASSETS - 100.0% |
|
|
|
|
$163,549,846 | |
|
|
|
|
|
|
|
|
|
|
|
2 |
|
|
|
(a) |
Non-income producing
security. |
|
(b) |
The rate shown represents
the 7-day annualized yield as of June 30, 2026. |
|
|
|
3 |
|
|
|
|
|
|
|
|
ASSETS: |
|
|
|
|
Investments,
at value |
|
|
$163,684,310
|
|
Dividends
receivable |
|
|
56,133
|
|
Receivable
for fund shares sold |
|
|
7,160
|
|
Prepaid
expenses and other assets |
|
|
24,769
|
|
Total
assets |
|
|
163,772,372
|
|
LIABILITIES: |
|
|
|
|
Payable
to Adviser |
|
|
89,933
|
|
Payable
for fund administration and accounting fees |
|
|
48,743
|
|
Payable
for fund shares redeemed |
|
|
48,547
|
|
Payable
for audit fees |
|
|
10,587
|
|
Payable
for transfer agent fees and expenses |
|
|
8,927
|
|
Payable
for compliance fees |
|
|
3,688
|
|
Payable
for custodian fees |
|
|
2,323
|
|
Payable
for trustees’ fees |
|
|
1,428
|
|
Payable
for expenses and other liabilities |
|
|
8,350
|
|
Total
liabilities |
|
|
222,526
|
|
NET
ASSETS |
|
|
$
163,549,846 |
|
NET
ASSETS CONSIST OF: |
|
|
|
|
Paid-in
capital |
|
|
$74,715,764
|
|
Total
distributable earnings |
|
|
88,834,082
|
|
Total
net assets |
|
|
$
163,549,846 |
|
Investor
Class |
|
|
|
|
Net
assets |
|
|
$163,549,846
|
|
Shares
issued and outstanding (unlimited shares authorized without par value) |
|
|
3,018,673
|
|
Net
asset value per share |
|
|
$54.18
|
|
Cost: |
|
|
|
|
Investments,
at cost |
|
|
$79,970,610 |
|
|
|
|
|
|
|
|
4 |
|
|
|
|
|
|
|
|
INVESTMENT
INCOME: |
|
|
|
|
Dividend
income |
|
|
$729,554
|
|
Less:
dividend withholding taxes |
|
|
(1,137)
|
|
Total
investment income |
|
|
728,417
|
|
EXPENSES: |
|
|
|
|
Investment
advisory fee |
|
|
536,129
|
|
Fund
administration and accounting fees |
|
|
100,187
|
|
Transfer
agent fees |
|
|
22,289
|
|
Federal
and state registration fees |
|
|
17,264
|
|
Trustees’
fees |
|
|
10,695
|
|
Audit
fees |
|
|
10,587
|
|
Custodian
fees |
|
|
8,337
|
|
Compliance
fees |
|
|
7,438
|
|
Reports
to shareholders |
|
|
5,340
|
|
Legal
fees |
|
|
2,077
|
|
Insurance
expense |
|
|
1,141
|
|
Other
expenses and fees |
|
|
2,856
|
|
Total
expenses |
|
|
724,340
|
|
NET
INVESTMENT INCOME (LOSS) |
|
|
4,077
|
|
REALIZED
AND UNREALIZED GAIN (LOSS) |
|
|
|
|
Net
realized gain (loss) from: |
|
|
|
|
Investments |
|
|
4,292,255
|
|
Net
realized gain (loss) |
|
|
4,292,255
|
|
Net
change in unrealized appreciation (depreciation) on: |
|
|
|
|
Investments |
|
|
7,176,135
|
|
Net
change in unrealized appreciation (depreciation) |
|
|
7,176,135
|
|
Net
realized and unrealized gain (loss) |
|
|
11,468,390
|
|
NET
INCREASE (DECREASE) IN NET ASSETS RESULTING FROM OPERATIONS |
|
|
$
11,472,467 |
|
|
|
|
|
|
|
|
5 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Period
Ended
June 30,
2026
(Unaudited) |
|
|
Year
Ended
December 31,
2025
|
|
OPERATIONS: |
|
|
|
|
||
|
Net
investment income (loss) |
|
|
$4,077 |
|
|
$202,163
|
|
Net
realized gain (loss) |
|
|
4,292,255 |
|
|
7,294,574
|
|
Net
change in unrealized appreciation (depreciation) |
|
|
7,176,135 |
|
|
15,262,385
|
|
Net
increase (decrease) in net assets from operations |
|
|
11,472,467 |
|
|
22,759,122
|
|
DISTRIBUTIONS
TO SHAREHOLDERS: |
|
|
|
|
||
|
From
earnings - Investor Class |
|
|
— |
|
|
(6,635,545)
|
|
Total
distributions to shareholders |
|
|
— |
|
|
(6,635,545)
|
|
CAPITAL
TRANSACTIONS: |
|
|
|
|
||
|
Shares
sold - Investor Class |
|
|
3,447,040 |
|
|
15,199,351
|
|
Shares
issued from reinvestment of distributions - Investor Class |
|
|
— |
|
|
6,369,094
|
|
Shares
redeemed - Investor Class |
|
|
(11,575,157) |
|
|
(15,389,830)
|
|
Net
increase (decrease) in net assets from capital transactions |
|
|
(8,128,117) |
|
|
6,178,615
|
|
NET
INCREASE (DECREASE) IN NET ASSETS |
|
|
3,344,350 |
|
|
22,302,192
|
|
NET
ASSETS: |
|
|
|
|
||
|
Beginning
of the period |
|
|
160,205,496 |
|
|
137,903,304
|
|
End
of the period |
|
|
$
163,549,846 |
|
|
$160,205,496
|
|
SHARES
TRANSACTIONS |
|
|
|
|
||
|
Shares
sold - Investor Class |
|
|
67,826 |
|
|
320,402
|
|
Shares
issued from reinvestment of distributions - Investor Class |
|
|
— |
|
|
126,698
|
|
Shares
redeemed - Investor Class |
|
|
(224,656) |
|
|
(323,819)
|
|
Total
increase (decrease) in shares outstanding |
|
|
(156,830) |
|
|
123,281 |
|
|
|
|
|
|
|
|
|
|
|
6 |
|
|
|
|
|
|
|
|
|
| ||||||||||||
|
|
|
|
Period
Ended
June 30,
2026
(Unaudited) |
|
|
Year
Ended December 31, | ||||||||||||
|
|
2025 |
|
|
2024 |
|
|
2023 |
|
|
2022 |
|
|
2021
| |||||
|
PER
SHARE DATA: |
|
|
|
|
|
|
|
|
|
|
|
|
||||||
|
Net
asset value, beginning of period |
|
|
$50.45 |
|
|
$45.18 |
|
|
$39.47 |
|
|
$31.88 |
|
|
$39.75 |
|
|
$36.13
|
|
INVESTMENT
OPERATIONS: |
|
|
|
|
|
|
|
|
|
|
|
|
||||||
|
Net
investment income (loss) |
|
|
0.00(b) |
|
|
0.07 |
|
|
0.14 |
|
|
0.22(a) |
|
|
0.17 |
|
|
(0.01)(a)
|
|
Net
realized and unrealized gain (loss) on investments(c) |
|
|
3.73 |
|
|
7.37 |
|
|
9.18 |
|
|
7.54 |
|
|
(7.69) |
|
|
7.77
|
|
Total
from investment operations |
|
|
3.73 |
|
|
7.44 |
|
|
9.32 |
|
|
7.76 |
|
|
(7.52) |
|
|
7.76
|
|
LESS
DISTRIBUTIONS FROM: |
|
|
|
|
|
|
|
|
|
|
|
|
||||||
|
Net
investment income |
|
|
— |
|
|
(0.07) |
|
|
(0.36) |
|
|
(0.17) |
|
|
(0.01) |
|
|
—
|
|
Net
realized gains |
|
|
— |
|
|
(2.10) |
|
|
(3.25) |
|
|
— |
|
|
(0.34) |
|
|
(4.14)
|
|
Total
distributions |
|
|
— |
|
|
(2.17) |
|
|
(3.61) |
|
|
(0.17) |
|
|
(0.35) |
|
|
(4.14)
|
|
Redemption
fee per share(f) |
|
|
— |
|
|
— |
|
|
— |
|
|
0.00(a)(b) |
|
|
— |
|
|
0.00(a)(b)
|
|
Net
asset value, end of period |
|
|
$54.18 |
|
|
$50.45 |
|
|
$45.18 |
|
|
$39.47 |
|
|
$31.88 |
|
|
$39.75
|
|
Total
return(d) |
|
|
7.39% |
|
|
16.49% |
|
|
23.39% |
|
|
24.35% |
|
|
−18.96% |
|
|
21.60%
|
|
SUPPLEMENTAL
DATA AND RATIOS: |
|
|
|
|
|
|
|
|
|
|
|
|
||||||
|
Net
assets, end of period (in thousands) |
|
|
$163,550 |
|
|
$160,205 |
|
|
$137,903 |
|
|
$112,753 |
|
|
$87,753 |
|
|
$109,939
|
|
Ratio
of expenses to average net assets(e) |
|
|
0.92% |
|
|
0.95% |
|
|
0.95% |
|
|
1.00% |
|
|
1.00% |
|
|
1.00%
|
|
Ratio
of net investment income (loss) to average net assets(e) |
|
|
0.01% |
|
|
0.14% |
|
|
0.31% |
|
|
0.60% |
|
|
0.50% |
|
|
(0.03)%
|
|
Portfolio
turnover rate(d) |
|
|
7% |
|
|
15% |
|
|
19% |
|
|
12% |
|
|
18% |
|
|
29% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(a) |
Based on average shares
outstanding. |
|
(b) |
Amount represents
less than $0.005 per share. |
|
(c) |
Realized and unrealized
gains and losses per share in the caption are balancing amounts necessary to reconcile the change in net asset value per share for the
years, and may not reconcile with the aggregate gains and losses in the Statement of Operations due to share transactions for the years. |
|
(d) |
Not annualized for
periods less than one year. |
|
(e) |
Annualized for periods
less than one year. |
|
(f) |
The Fund stopped collecting
a redemption fee on April 28, 2023. |
|
|
|
7 |
|
|
|
A. |
Security Valuation:
All investments in securities are recorded at their estimated fair value, as described in Note 3. |
|
B. |
Federal Income
Taxes: It is the Fund’s policy to comply with the requirements of Subchapter M of the Internal Revenue Code applicable to
regulated investment companies and to distribute substantially all of its taxable income to its shareholders. Therefore, no Federal income
or excise tax provision is required. |
|
C. |
Security Transactions,
Income and Distributions: Security transactions are accounted for on the trade date. Realized gains and losses on securities sold
are determined on the basis of identified cost. Interest income is recorded on an accrual basis. Dividend income, income and capital gain
distributions from underlying funds, and distributions to shareholders are recorded on the ex-dividend date. Withholding taxes on foreign
dividends have been provided for in accordance with the Fund’s understanding of the applicable country’s tax rules and rates.
|
|
D. |
Reclassification
of Capital Accounts: Accounting principles generally accepted in the United States of America require that certain components of
net assets relating to permanent differences be reclassified between financial and tax reporting. These reclassifications have no effect
on net assets or net asset value per share. |
|
|
|
8 |
|
|
|
E. |
Use of Estimates:
The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires
management to make estimates and assumptions that affect the reported amounts of assets and liabilities at the date of the financial statements
and the reported amounts of increases and decreases in net assets during the reporting period. Actual results could differ from those
estimates. |
|
F. |
REITs:
The Fund is able to make certain investments in real estate investment trusts (“REITs”) which pay dividends to their shareholders
based upon available funds from operations. It is quite common for these dividends to exceed the REITs’ taxable earnings and profits
resulting in the excess portion being designated as a return of capital. The Fund intends to include the gross dividends from such REITs
in its annual distributions to its shareholders and, accordingly, a portion of the Fund’s distributions may also be designated as
a return of capital. |
|
G. |
Redemption
Fees: Prior to April 28, 2023, the Fund charged a 2.00% redemption fee to shareholders who redeemed shares held 7 days or
less. Such fees were retained by the Fund and accounted for as an addition to paid-in capital. Effective April 28, 2023, the Fund
removed redemption fees. |
|
H. |
Events Subsequent
to the Fiscal Period End: In preparing the financial statements as of June 30, 2026, management considered the impact of subsequent
events for potential recognition or disclosure in the financial statements. Refer to Note 9 for more information about subsequent events.
|
|
Level 1 – |
Unadjusted quoted prices in active markets
for identical assets or liabilities that the 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 on an inactive market, prices for similar instruments, interest rates, prepayment speeds, credit risk, yield
curves, default rates and similar data. |
|
Level 3 – |
Unobservable inputs for the asset or liability,
to the extent relevant observable inputs are not available, representing the Fund’s own assumptions about the assumptions a market
participant would use in valuing the asset or liability, and would be based on the best information available. |
|
|
|
9 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Level 1 |
|
|
Level 2 |
|
|
Level 3 |
|
|
Total
|
|
Common
Stocks |
|
|
$154,398,574 |
|
|
$— |
|
|
$— |
|
|
$154,398,574
|
|
Money
Market Funds |
|
|
9,285,736 |
|
|
— |
|
|
— |
|
|
9,285,736
|
|
Total
Investments |
|
|
$163,684,310 |
|
|
$— |
|
|
$— |
|
|
$163,684,310 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
10 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
June 30,
2026 |
|
|
December 31,
2025 |
|
Ordinary
income |
|
|
$— |
|
|
$1,146,345
|
|
Long-term
capital gains |
|
|
— |
|
|
5,489,200 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cost
of investments |
|
|
$83,635,913
|
|
Gross
tax unrealized appreciation |
|
|
78,048,272
|
|
Gross
tax unrealized depreciation |
|
|
(1,512,909)
|
|
Net
tax unrealized appreciation/(depreciation) |
|
|
76,535,363
|
|
Undistributed
ordinary income |
|
|
—
|
|
Undistributed
long-term capital gain |
|
|
826,252
|
|
Total
distributable earnings |
|
|
826,252
|
|
Other
accumulated gains/(losses) |
|
|
—
|
|
Total
accumulated earnings/(losses) |
|
|
$77,361,615 |
|
|
|
|
|
|
|
|
11 |
|
|
|
• |
Economic and
Market Risk – Economies and financial markets throughout the world are becoming increasingly interconnected, which increases
the likelihood that events or conditions in one country or region will adversely impact markets or issuers in other countries or regions.
Securities in the Fund’s portfolio may underperform in comparison to securities in general financial markets, a particular financial
market or other asset classes due to a number of factors, including: inflation (or expectations for inflation); deflation (or expectations
for deflation); interest rates; market instability; financial system instability; debt crises and downgrades; embargoes; tariffs; sanctions
and other trade barriers; regulatory events; other governmental trade or market control programs and related geopolitical events. In addition,
the value of the Fund’s investments may be negatively affected by the occurrence of global events such as war, terrorism, environmental
disasters, natural disasters or events, country instability, and infectious disease epidemics or pandemics. The imposition by the U.S.
of tariffs on goods imported from foreign countries and reciprocal tariffs levied on U.S. goods by those countries also may lead to volatility
and instability in domestic and foreign markets. |
|
• |
Growth-Style
Investing Risk – Over time, a growth-oriented investing style may go in and out of favor, which may cause the Fund to underperform
other equity funds that use different investing styles. |
|
• |
Non-U.S. Investment
Risk – Foreign securities can be more volatile than domestic (U.S.) securities. Securities markets of other countries are
generally smaller than U.S. securities markets. Many foreign securities may be less liquid and more volatile than U.S. securities, which
could affect the Fund’s investments. |
|
• |
Depositary
Receipt Risk – The risks of depository receipts include many risks associated with investing directly in foreign securities,
such as individual country risk and liquidity risk. Unsponsored ADRs, which are issued by a depositary bank without the participation
or consent of the issuer, involve additional risks because U.S. reporting requirements do not apply, and the issuing bank will recover
shareholder distribution costs from movement of share prices and payment of dividends. |
|
|
|
12 |
|
|
|
|
|
13 |
|
|
|
• |
Both Capital Advisors, Inc. (“Capital
Advisors”) and SBH believe that the most efficient way to continue to provide investment advisory services to the Fund without interruption
is to transition management to SBH, whereby SBH would become the investment adviser to the Fund. |
|
• |
Suresh Rajagopal, CFA, Director of All Cap
Strategies at SBH, is proposed to be the new portfolio manager responsible for the day-to-day management of the Fund. The Fund’s
existing portfolio managers, Keith C. Goddard, CFA and Steven V. Soranno, CFA, CAIA, would become employees of Corient Private Wealth
LP (“Corient”) and would transition portfolio management responsibilities to Suresh Rajagopal, effective as of the Closing
of the Transaction (as defined below). |
|
• |
That Capital Advisors was subject to certain
conflicts of interest in recommending the approval of SBH as the new investment adviser to the Fund. The Board noted that on May 3,
2026, Capital Advisors and Corient entered into an asset purchase agreement pursuant to which Corient agreed to acquire substantially
all of the assets of Capital Advisors, including its investment advisory contract with the Fund, pursuant to the terms of the purchase
agreement (the “Transaction”). The Board noted that the Transaction was proposed to close on June 29, 2026 (the “Closing”).
The Board further noted that SBH is an affiliate of Corient. |
|
1. |
The
nature, extent and quality of the services provided and to be provided by the Adviser under the Advisory Agreements. The Board
noted the responsibilities that SBH would have under the Advisory Agreements, as well as its specific responsibilities in all aspects
of day-to-day investment management of the Fund. |
|
|
|
14 |
|
|
|
2. |
The
Fund’s historical performance and the overall performance of the Adviser. The Board reviewed the performance of the Fund,
noting that SBH was not the named investment adviser of the Fund for the period of the Fund’s performance being reviewed, and that
the existing portfolio managers of the Fund would transition portfolio management responsibilities to a new portfolio manager. The Board
reviewed the short-term and long-term performance of the Fund as of March 31, 2026, on both an absolute basis and a relative basis
in comparison to its peer funds utilizing a Morningstar classification, an appropriate securities market benchmark, a cohort that is comprised
of similarly managed funds selected by an independent third-party consulting firm engaged by the Board to assist it in its 15(c) review
(the “Cohort”), and the Advisor’s similarly managed accounts. While the Board considered both short-term and long-term
performance, it placed greater emphasis on longer term performance. When reviewing performance against the comparative Morningstar peer
group universe, the Board took into account that the investment objective and strategies of the Fund, as well as its level of risk tolerance,
may differ significantly from funds in the peer universe. The Board also considered that SBH was proposing certain changes to the Fund’s
principal investment strategies, principal risks and a change to the Fund’s classification from “diversified” to “non-diversified,”
subject to obtaining Board and shareholder approval. When reviewing the Fund’s performance against a broad market benchmark, the
Board took into account the differences in portfolio construction between the Fund and such benchmark as well as other differences between
actively managed funds and passive benchmarks, such as objectives and risks. In assessing periods of relative underperformance or outperformance,
the Board took into account that relative performance can be significantly impacted by performance measurement periods and that some periods
of underperformance may be transitory in nature while others may reflect more significant underlying issues. |
|
|
|
15 |
|
|
|
3. |
Section 15(f)
of the 1940 Act. In considering whether the arrangements between SBH and the Fund comply with the conditions of Section 15(f)
of the 1940 Act, the Trustees reviewed the conditions of Section 15(f). Section 15(f) provides a non-exclusive safe harbor
for an investment adviser to an investment company or any of its affiliated persons to receive any amount or benefit in connection with
the sale of securities of an investment adviser or in connection with the sale of any other interest in an investment adviser, so long
as two conditions are met. First, for a period of three years after closing of the transaction, at least 75% of the board members of the
Trust cannot be “interested persons” (as defined in the 1940 Act) of the investment adviser or predecessor adviser. The Trustees
considered that, consistent with the first condition of Section 15(f), neither SBH nor the Board was aware of any plans to reconstitute
the Board following the Closing of the Transaction. Thus, at least 75% of the Trustees would not be “interested persons”
of SBH for a period of three years after the Closing of the Transaction. |
|
4. |
The
costs of the services to be provided by the Adviser and the structure of the Adviser’s fee under the Advisory Agreements. The
Board reviewed the advisory fees to be paid to SBH for its services to the Fund under the Advisory Agreements. In considering the advisory
fee and total fees and expenses of the Fund, the Board reviewed comparisons to the Morningstar peer group, the Cohort, and SBH’s
similarly managed accounts for other types of clients, as well as all proposed expense waivers. When reviewing fees charged to other similarly
managed accounts, the Board took into account the type of account and the differences in the management of that account that might be
germane to the difference, if any, in the fees charged to such accounts. |
|
5. |
Economies
of Scale. The Board also considered whether economies of scale would be realized by SBH that should be shared with shareholders.
The Board noted that SBH has contractually agreed to reduce its advisory fees or reimburse Fund expenses so that the Fund does not exceed
its specified Expense Cap. The Board also noted that the proposed advisory fee schedule has breakpoints at higher asset levels, including
the Fund’s current asset size. The Board determined that it would continue to monitor economies of scale in the future as circumstances
changed and assuming asset levels continued to increase. |
|
6. |
The
profits to be realized by the Adviser and its affiliates from their relationship with the Fund. The Board reviewed SBH’s
financial information and took into account both the potential direct benefits and the indirect benefits to SBH from advising the Fund.
The Board considered the estimated profitability to SBH from its relationship with the Fund and considered any potential additional material
benefits likely to be derived by SBH from its relationship with the Fund, including soft dollar benefits. The Board also considered that
the Fund does not have a Rule 12b-1 fee. After such review, the Board determined that the estimated profitability to SBH with respect
to the Advisory Agreements was not excessive, and that SBH maintains adequate profit levels to support the services it proposes to provide
to the Fund. |
|
|
|
16 |
|
|
|
|
|
17 |
|
|
| (b) | Financial Highlights are included within the financial statements filed under Item 7 of this Form. |
Item 8. Changes in and Disagreements with Accountants for Open-End Investment Companies.
There were no changes in or disagreements with accountants during the period covered by this report.
Item 9. Proxy Disclosure for Open-End Investment Companies.
There were no matters submitted to a vote of shareholders during the period covered by this report.
Item 10. Remuneration Paid to Directors, Officers, and Others of Open-End Investment Companies.
See Item 7(a).
Item 11. Statement Regarding Basis for Approval of Investment Advisory Contract.
See Item 7(a).
Item 12. Disclosure of Proxy Voting Policies and Procedures for Closed-End Management Investment Companies.
Not applicable to open-end investment companies.
Item 13. Portfolio Managers of Closed-End Management Investment Companies.
Not applicable to open-end investment companies.
Item 14. Purchases of Equity Securities by Closed-End Management Investment Company and Affiliated Purchasers.
Not applicable to open-end investment companies.
Item 15. Submission of Matters to a Vote of Security Holders.
There have been no material changes to the procedures by which shareholders may recommend nominees to the registrant’s board of trustees.
Item 16. Controls and Procedures.
| (a) | The Registrant’s Principal Executive Officer and Principal Financial Officer have reviewed the Registrant’s disclosure controls and procedures (as defined in Rule 30a-3(c) under the Investment Company Act of 1940 (the “Act”)) as of a date within 90 days of the filing of this report, as required by Rule 30a-3(b) under the Act and Rules 13a-15(b) or 15d-15(b) under the Securities Exchange Act of 1934. Based on their review, such officers have concluded that the disclosure controls and procedures are effective in ensuring that information required to be disclosed in this report is appropriately recorded, processed, summarized and reported and made known to them by others within the Registrant and by the Registrant’s service provider. |
| (b) | There were no changes in the Registrant’s internal control over financial reporting (as defined in Rule 30a-3(d) under the Act) that occurred during the period covered by this report that have materially affected, or are reasonably likely to materially affect, the Registrant’s internal control over financial reporting. |
Item 17. Disclosure of Securities Lending Activities for Closed-End Management Investment Companies.
Not applicable to open-end investment companies.
Item 18. Recovery of Erroneously Awarded Compensation.
Not applicable.
Item 19. Exhibits.
| (a) | (1) Any code of ethics or amendment thereto, that is the subject of the disclosure required by Item 2, to the extent that the registrant intends to satisfy Item 2 requirements through filing an exhibit. Not Applicable. |
(2) Any policy required by the listing standards adopted pursuant to Rule 10D-1 under the Exchange Act (17 CFR 240.10D-1) by the registered national securities exchange or registered national securities association upon which the registrant’s securities are listed. Not applicable.
(4) Any written solicitation to purchase securities under Rule 23c-1 under the Act sent or given during the period covered by the report by or on behalf of the registrant to 10 or more persons. Not applicable to open-end investment companies.
(5) Change in the registrant’s independent public accountant. Provide the information called for by Item 4 of Form 8-K under the Exchange Act (17 CFR 249.308). Unless otherwise specified by Item 4, or related to and necessary for a complete understanding of information not previously disclosed, the information should relate to events occurring during the reporting period. Not applicable to open-end investment companies.
| (b) | Certifications pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. Furnished herewith. |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934 and the Investment Company Act of 1940, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
| (Registrant) | Advisors Series Trust |
| By (Signature and Title)* | /s/ Jeffrey T. Rauman | ||
| Jeffrey T. Rauman, President/Principal Executive Officer |
| Date | 9/4/2026 |
Pursuant to the requirements of the Securities Exchange Act of 1934 and the Investment Company Act of 1940, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.
| By (Signature and Title)* | /s/ Jeffrey T. Rauman | ||
| Jeffrey T. Rauman, President/Principal Executive Officer |
| Date | 9/4/2026 |
| By (Signature and Title)* | /s/ Kevin J. Hayden | ||
| Kevin J. Hayden, Vice President/Treasurer/Principal Financial Officer |
| Date | 9/4/2026 |
* Print the name and title of each signing officer under his or her signature