UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CERTIFIED SHAREHOLDER REPORT OF REGISTERED
MANAGEMENT INVESTMENT COMPANIES
Investment Company Act file number (811-23312)
(Exact name of registrant as specified in charter)
234 West Florida Street, Suite 700
Milwaukee, Wisconsin 53204
(Address of principal executive offices) (Zip code)
Eric W. Falkeis
Tidal Trust III
234 West Florida Street, Suite 700
Milwaukee, Wisconsin 53204
(Name and address of agent for service)
(844) 986-7700
Registrant’s telephone number, including area code
Date of fiscal year end: December 31
Date of reporting period:
Item 1. Reports to Stockholders.
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 for semi-annual reports.
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) |

Financial Statements
June 30, 2026 (Unaudited)
Tidal Trust III
MRP SynthEquity ETF | SNTH | NYSE Arca, Inc.
MRP SynthEquity ETF
Table of Contents
| Page | |
| Schedule of Investments | 1 |
| Statement of Assets and Liabilities | 3 |
| Statement of Operations | 4 |
| Statements of Changes in Net Assets | 5 |
| Financial Highlights | 6 |
| Notes to the Financial Statements | 7 |
| MRP SynthEquity ETF | ||||||||||||
| Schedule of Investments | ||||||||||||
|
June 30, 2026 (Unaudited) | ||||||||||||
| PURCHASED OPTIONS - 14.7%(a)(b)(d) | Notional Amount | Contracts | Value | |||||||||
| Call Options - 14.6% | ||||||||||||
| S&P 500 Index, Expiration: 12/31/2026; Exercise Price: $4,000.00(c) | $ | 8,249,296 | 11 | $ | 3,907,860 | |||||||
| State Street SPDR S&P 500 ETF Trust, Expiration: 6/17/2027; Exercise Price: $840.00 | 251,138,751 | 3,363 | 6,802,038 | |||||||||
| State Street SPDR S&P 500 ETF Trust, Expiration: 6/17/2027; Exercise Price: $780.00 | 74,677 | 1 | 4,636 | |||||||||
| State Street SPDR S&P 500 ETF Trust, Expiration: 6/17/2027; Exercise Price: $735.00 | 251,138,751 | 3,363 | 24,926,522 | |||||||||
| 35,641,056 | ||||||||||||
|
Put Options - 0.1% |
||||||||||||
| S&P 500 Index, Expiration: 12/31/2026; Exercise Price: $7,000.00(c) | 8,249,296 | 11 | 182,600 | |||||||||
|
TOTAL PURCHASED OPTIONS (Cost $32,944,831) |
35,823,656 | |||||||||||
|
U.S. TREASURY SECURITIES - 76.6% |
Principal Amount |
Value |
||||||||||
| United States Treasury Note/Bond | ||||||||||||
| 4.63%, 09/15/2026 | 46,439,000 | 46,520,180 | ||||||||||
| 4.38%, 12/15/2026 | 46,957,000 | 47,071,425 | ||||||||||
| 4.25%, 03/15/2027 | 46,483,000 | 46,562,479 | ||||||||||
| 3.75%, 06/30/2027 | 46,411,000 | 46,257,392 | ||||||||||
| TOTAL U.S. TREASURY SECURITIES (Cost $186,603,788) | 186,411,476 | |||||||||||
| SHORT-TERM INVESTMENTS - 1.0% | ||||||||||||
| Money Market Funds - 1.0% | Shares | Value | ||||||||||
| First American Government Obligations Fund - Class X, 3.57%(e) | 2,420,662 | 2,420,662 | ||||||||||
|
TOTAL SHORT-TERM INVESTMENTS (Cost $2,420,662) |
2,420,662 | |||||||||||
|
TOTAL INVESTMENTS - 92.3% (Cost $221,969,281) |
$ | 224,655,794 | ||||||||||
| Other Assets in Excess of Liabilities - 7.7% | 18,851,211 | |||||||||||
| TOTAL NET ASSETS - 100.0% | $ | 243,507,005 | ||||||||||
| Percentages are stated as a percent of net assets. | ||||||||||||
| (a) | Exchange-traded. |
| (b) | 100 shares per contract. |
| (c) | Held in connection with written option contracts. See Schedule of Written Options Contracts for further information. |
| (d) | Non-income producing security. |
| (e) | The rate shown represents the 7-day annualized effective yield as of June 30, 2026. |
The accompanying notes are an integral part of these financial statements.
1
MRP SynthEquity ETF
Schedule of Written Options Contracts
June 30, 2026 (Unaudited)
|
WRITTEN OPTIONS - (0.4)%(a)(b) |
Notional Amount |
Contracts | Value | |||||||||
| Call Options - (0.4)% | ||||||||||||
| S&P 500 Index, Expiration: 12/31/2026; Exercise Price: $7,000.00 | $ | (8,249,296 | ) | (11 | ) | $ | (855,470 | ) | ||||
|
Put Options - (0.0)%(c) |
||||||||||||
| S&P 500 Index, Expiration: 12/31/2026; Exercise Price: $4,000.00 | (8,249,296 | ) | (11 | ) | (12,980 | ) | ||||||
| TOTAL WRITTEN OPTIONS (Premiums received $616,622) | (868,450 | ) | ||||||||||
| Percentages are stated as a percent of net assets. | ||||||||||||
| (a) | Exchange-traded. |
| (b) | 100 shares per contract. |
| (c) | Does not round to 0.1% or (0.1)%, as applicable. |
The accompanying notes are an integral part of these financial statements.
2
| Statement of Assets and Liabilities |
| June 30, 2026 (Unaudited) |
| MRP SynthEquity ETF | |
| ASSETS: | |
| Investments, at value (cost $221,969,281) (Note 2) | $ 224,655,794 |
| Receivable for fund shares sold | 23,363,909 |
| Interest receivable | 1,324,395 |
| Deposit at broker for option contracts | 3,524 |
| Total assets | 249,347,622 |
|
LIABILITIES: |
|
| Written option contracts, at value (cost $616,622) | 868,450 |
| Payable for investments purchased | 2,685,072 |
| Payable to custodian | 2,001,239 |
| Payable to adviser (Note 4) | 144,362 |
| Interest payable | 249 |
| Other liabilities | 141,245 |
| Total liabilities | 5,840,617 |
| NET ASSETS | $ 243,507,005 |
|
NET ASSETS CONSISTS OF: |
|
| Paid-in capital | $ 235,314,030 |
| Total distributable earnings/(accumulated losses) | 8,192,975 |
| Total Net Assets | $ 243,507,005 |
|
Net assets |
$ 243,507,005 |
| Shares issued and outstanding(a) | 8,220,000 |
| Net asset value per share | $ 29.62 |
| (a) | Unlimited shares authorized without par value. |
The accompanying notes are an integral part of these financial statements.
3
| Statement of Operations | |
| For the Period Ended June 30, 2026 (Unaudited) |
|
MRP SynthEquity ETF | |||
|
INVESTMENT INCOME: |
|||
| Interest income | $ | 2,346,598 | |
| Total investment income | 2,346,598 | ||
|
EXPENSES: |
|||
| Investment advisory fee (Note 4) | 704,796 | ||
| Interest expense | 541 | ||
| Total expenses | 705,337 | ||
| NET INVESTMENT INCOME (LOSS) | 1,641,261 | ||
|
REALIZED AND UNREALIZED GAIN (LOSS) |
|||
| Net realized gain (loss) from: | |||
| Investments | (3,966,552) | ||
| In-kind redemptions | 9,951,476 | ||
| Written option contracts | 1,001,870 | ||
| Net realized gain (loss) | 6,986,794 | ||
| Net change in unrealized appreciation (depreciation) on: | |||
| Investments | 5,140,596 | ||
| Written option contracts | (431,776) | ||
| Net change in unrealized appreciation (depreciation) | 4,708,820 | ||
| Net realized and unrealized gain (loss) | 11,695,614 | ||
|
NET INCREASE (DECREASE) IN NET ASSETS RESULTING FROM OPERATIONS |
$ | 13,336,875 | |
The accompanying notes are an integral part of these financial statements.
4
Statement of Changes in Net Assets
| MRP SynthEquity ETF | ||||||||
|
Period Ended June 30, 2026 (Unaudited) |
Period Ended December 31, 2025(a) |
|||||||
| OPERATIONS: | ||||||||
| Net investment income (loss) | $ | 1,641,261 | $ | 1,245,533 | ||||
| Net realized gain (loss) | 6,986,794 | 11,253,301 | ||||||
| Net change in unrealized appreciation (depreciation) | 4,708,820 | (2,274,135 | ) | |||||
| Net increase (decrease) in net assets resulting from operations | 13,336,875 | 10,224,699 | ||||||
|
DISTRIBUTIONS TO SHAREHOLDERS: |
||||||||
| Distributions to shareholders | (1,562,800 | ) | (13,810,588 | ) | ||||
| Total distributions to shareholders | (1,562,800 | ) | (13,810,588 | ) | ||||
|
CAPITAL TRANSACTIONS: |
||||||||
| Subscriptions | 164,023,562 | 149,453,564 | ||||||
| Redemptions | (56,782,478 | ) | (21,375,829 | ) | ||||
| Net increase (decrease) in net assets from capital transactions | 107,241,084 | 128,077,735 | ||||||
|
NET INCREASE (DECREASE) IN NET ASSETS |
119,015,159 | 124,491,846 | ||||||
|
NET ASSETS: |
||||||||
| Beginning of the period | 124,491,846 | – | ||||||
| End of the period | $ | 243,507,005 | $ | 124,491,846 | ||||
|
SHARES TRANSACTIONS |
||||||||
| Subscriptions | 5,670,000 | 5,220,000 | ||||||
| Redemptions | (1,970,000 | ) | (700,000 | ) | ||||
| Total increase (decrease) in shares outstanding | 3,700,000 | 4,520,000 | ||||||
| (a) | Inception date of the Fund was March 10, 2025. |
The accompanying notes are an integral part of these financial statements.
5
Financial Highlights
For a share outstanding throughout the periods presented
| MRP SynthEquity ETF | |||||
|
Period Ended |
Period Ended December 31, | ||||
| PER SHARE DATA: | |||||
| Net asset value, beginning of period | $27.54 | $25.00 | |||
| INVESTMENTS OPERATIONS: | |||||
| Net investment income (loss)(b) | 0.31 | 0.58 | |||
| Net realized and unrealized gain (loss)(c) | 2.02 | 5.15 | |||
| Total from investment operations | 2.33 | 5.73 | |||
|
LESS DISTRIBUTIONS FROM: |
|||||
| Net investment income | (0.25) | (1.45) | |||
| Net realized gains | – | (1.74) | |||
| Total distributions | (0.25) | (3.19) | |||
| Net asset value, end of period | $29.62 | $27.54 | |||
| TOTAL RETURN(d) | 8.52% | 22.81% | |||
|
SUPPLEMENTAL DATA AND RATIOS: |
|||||
| Net assets, end of period (in thousands) | $243,507 | $124,492 | |||
| Ratio of expenses to average net assets(e) | 0.95% | 0.96% | |||
| Ratio of dividend and interest expense on written options to average net assets(e) | 0.00%(f) | 0.01% | |||
|
Ratio of operational expenses to average net assets excluding dividends, interest, |
0.95% | 0.95% | |||
| Ratio of net investment income to average net assets(e) | 2.21% | 2.45% | |||
| Portfolio turnover rate(d)(g) | 13% | 19% | |||
| (a) | Inception date of the Fund was March 10, 2025. |
| (b) | Net investment income per share has been calculated based on average shares outstanding during the periods. |
| (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 periods, and may not reconcile with the aggregate gains and losses in the Statement of Operations due to share transactions for the periods. |
| (d) | Not annualized for periods less than one year. |
| (e) | Annualized for periods less than one year. |
| (f) | Amount represents less than 0.005%. |
| (g) | Portfolio turnover rate excludes in-kind transactions, if any. |
The accompanying notes are an integral part of these financial statements.
6
Notes to Financial Statements
June 30, 2026 (Unaudited)
NOTE 1 - ORGANIZATION
The MRP SynthEquity ETF (the “Fund”) is a non-diversified series of shares of beneficial interest of Tidal Trust III (the “Trust”). The Trust was organized as a Delaware statutory trust on May 19, 2016 and is registered with the Securities and Exchange Commission (the “SEC”) under the Investment Company Act of 1940, as amended (the “1940 Act”), as an open-end management investment company and the offering of the Fund’s shares (“Shares”) is registered under the Securities Act of 1933, as amended. The Trust is governed by its Board of Trustees (the “Board”). Tidal Investments LLC (“Tidal Investments” or the “Adviser”), a Tidal Financial Group company, serves as investment adviser to the Fund and Measured Risk Portfolios, Inc. (the “Sub-Adviser”), serves as investment sub-adviser to the Fund. The Fund is an investment company and accordingly follows the investment company accounting and reporting guidance of the Financial Accounting Standards Board (“FASB”) Accounting Standards Codification Topic 946 “Financial Services — Investment Companies.” The Fund commenced operations on March 10, 2025.
The investment objective of the Fund is to seek long-term capital appreciation.
NOTE 2 - SIGNIFICANT ACCOUNTING POLICIES
The following is a summary of significant accounting policies consistently followed by the Fund. These policies are in conformity with accounting principles generally accepted in the United States of America (“U.S. GAAP”).
Security Valuation - Equity securities listed on a securities exchange, market or automated quotation system for which quotations are readily available (except for securities traded on The Nasdaq Stock Market, LLC (“NASDAQ”)), including securities traded over-the-counter, are valued at the last quoted sale price on the primary exchange or market (foreign or domestic) on which they are traded on the valuation date (or at approximately 4:00 p.m. EST if a security’s primary exchange is normally open at that time), or, if there is no such reported sale on the valuation date, at the most recent quoted bid price. For a security that trades on multiple exchanges, the primary exchange will generally be considered the exchange on which the security is generally most actively traded. For securities traded on the NASDAQ, the NASDAQ Official Closing Price will be used. Prices of securities traded on the securities exchange will be obtained from recognized independent pricing agents each day that the Fund is open for business.
Investments in money market mutual funds are valued at each underlying fund’s published net asset value (“NAV”) per share as of the valuation time. Each underlying money market fund calculates NAV using the amortized cost method (which approximates fair value) as permitted by Rule 2a-7 under the 1940 Act.
Under Rule 2a-5 of the 1940 Act, a fair value will be determined for securities for which quotations are not readily available by the Valuation Designee (as defined in Rule 2a-5) in accordance with the Pricing and Valuation Policy and Fair Value Procedures, as applicable, of the Adviser, subject to oversight by the Board. When a security is “fair valued,” consideration is given to the facts and circumstances relevant to the particular situation, including a review of various factors set forth in the Adviser’s Pricing and Valuation Policy and Fair Value Procedures, as applicable. Fair value pricing is an inherently subjective process, and no single standard exists for determining fair value. Different funds could reasonably arrive at different values for the same security. The use of fair value pricing by a Fund may cause the NAV of its shares to differ significantly from the NAV that would be calculated without regard to such considerations.
7
Notes to Financial Statements
June 30, 2026 (Unaudited)
As described above, the Fund utilizes various methods to measure the fair value of its investments on a recurring basis. U.S. GAAP establishes a hierarchy that prioritizes inputs to valuation methods. The three levels of inputs are:
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.
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 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 following is a summary of the inputs used to value the Fund’s investments as of June 30, 2026:
| MRP SynthEquity ETF | ||||||||||||||||
| Level 1 | Level 2 | Level 3 | Total | |||||||||||||
| Assets: | ||||||||||||||||
| Investments: | ||||||||||||||||
| Purchased Options | $ | – | $ | 35,823,656 | $ | – | $ | 35,823,656 | ||||||||
| U.S. Treasury Securities | – | 186,411,476 | – | 186,411,476 | ||||||||||||
| Money Market Funds | 2,420,662 | – | – | 2,420,662 | ||||||||||||
| Total Investments | $ | 2,420,662 | $ | 222,235,132 | $ | – | $ | 224,655,794 | ||||||||
| Liabilities: | ||||||||||||||||
| Investments: | ||||||||||||||||
| Written Options | – | (868,450 | ) | – | (868,450 | ) | ||||||||||
| Total Investments | $ | – | $ | (868,450 | ) | $ | – | $ | (868,450 | ) | ||||||
Refer to the Schedule of Investments for further disaggregation of investment categories.
Derivative Instruments - As the buyer of a call option, the Fund has a right to buy the underlying reference instrument (e.g., a currency or security) at the exercise price at any time during the option period (for American style options). The Fund may enter into closing sale transactions with respect to call options, exercise them, or permit them to expire. For example, the Fund may buy call options on underlying reference instruments that it intends to buy with the goal of limiting the risk of a substantial increase in their market price before the purchase is effected. Unless the price of the underlying reference instrument changes sufficiently, a call option purchased by the Fund may expire without any value to the Fund, in which case such Fund would experience a loss to the extent of the premium paid for the option plus related transaction costs.
8
Notes to Financial Statements
June 30, 2026 (Unaudited)
As the buyer of a put option, the Fund has the right to sell the underlying reference instrument at the exercise price at any time during the option period (for American style options). Like a call option, the Fund may enter into closing sale transactions with respect to put options, exercise them, or permit them to expire. The Fund may buy a put option on an underlying reference instrument owned by the Fund (a protective put) as a hedging technique in an attempt to protect against an anticipated decline in the market value of the underlying reference instrument. Such hedge protection is provided only during the life of the put option when the Fund, as the buyer of the put option, is able to sell the underlying reference instrument at the put exercise price, regardless of any decline in the underlying instrument’s market price. The Fund may also seek to offset a decline in the value of the underlying reference instrument through appreciation in the value of the put option. The premium paid for the put option and any transaction costs would reduce any short-term capital gain that may be available for distribution when the instrument is eventually sold. Buying put options at a time when the buyer does not own the underlying reference instrument allows the buyer to benefit from a decline in the market price of the underlying reference instrument, which generally increases the value of the put option.
If a put option is not terminated in a closing sale transaction when it has remaining value, and if the market price of the underlying reference instrument remains equal to or greater than the exercise price during the life of the put option, the buyer would not make any gain upon exercise of the option and would experience a loss to the extent of the premium paid for the option plus related transaction costs. In order for the purchase of a put option to be profitable, the market price of the underlying reference instrument must decline sufficiently below the exercise price to cover the premium and transaction costs.
Writing options may permit the writer to generate additional income in the form of the premium received for writing the option. The writer of an option may have no control over when the underlying reference instruments must be sold (in the case of a call option) or purchased (in the case of a put option) because the writer may be notified of exercise at any time prior to the expiration of the option (for American style options). In general, though, options are infrequently exercised prior to expiration. Whether or not an option expires unexercised, the writer retains the amount of the premium. Writing “covered” call options means that the writer owns the underlying reference instrument that is subject to the call option. Call options may also be written on reference instruments that the writer does not own.
If the Fund writes a covered call option, any underlying reference instruments that are held by the Fund and are subject to the call option will be earmarked on the books of such Fund as segregated to satisfy its obligations under the option. The Fund will be unable to sell the underlying reference instruments that are subject to the written call option until it either effects a closing transaction with respect to the written call, or otherwise satisfies the conditions for release of the underlying reference instruments from segregation. As the writer of a covered call option, the Fund gives up the potential for capital appreciation above the exercise price of the option should the underlying reference instrument rise in value. If the value of the underlying reference instrument rises above the exercise price of the call option, the reference instrument will likely be “called away,” requiring the Fund to sell the underlying instrument at the exercise price. In that case, the Fund will sell the underlying reference instrument to the option buyer for less than its market value, and such Fund will experience a loss (which will be offset by the premium received by the Fund as the writer of such option). If a call option expires unexercised, the Fund will realize a gain in the amount of the premium received. If the market price of the underlying reference instrument decreases, the call option will not be exercised, and the Fund will be able to use the amount of the premium received to hedge against the loss in value of the underlying reference instrument. The exercise price of a call option will be chosen based upon the expected price movement of the underlying reference instrument. The exercise price of a call option may be below, equal to (at-the-money), or above the current value of the underlying reference instrument at the time the option is written.
9
Notes to Financial Statements
June 30, 2026 (Unaudited)
As the writer of a put option, the Fund has a risk of loss should the underlying reference instrument decline in value. If the value of the underlying reference instrument declines below the exercise price of the put option and the put option is exercised, the Fund, as the writer of the put option, will be required to buy the instrument at the exercise price, which will exceed the market value of the underlying reference instrument at that time. The Fund will incur a loss to the extent that the current market value of the underlying reference instrument is less than the exercise price of the put option. However, the loss will be offset in part by the premium received from the buyer of the put. If a put option written by the Fund expires unexercised, such Fund will realize a gain in the amount of the premium received.
The Fund has adopted financial reporting rules and regulations that require enhanced disclosure regarding derivatives and hedging activity intending to improve financial reporting of derivative instruments by enabling investors to understand how an entity uses derivatives, how derivatives are accounted for, and how derivative instruments affect an entity’s results of operations and financial position.
For the period ended June 30, 2026, the Fund’s monthly average notional amounts are described below:
|
Average Notional Amount | ||
| MRP SynthEquity ETF | Purchased Options | $451,019,096 |
| Written Options | $(111,846,752) |
Statement of Assets and Liabilities
Fair value of derivative instruments as of June 30, 2026:
| Asset Derivatives | Liability Derivatives | |||
| Fund: | Instrument: |
Balance Sheet Location:
Investments, at value |
Instrument: |
Balance Sheet Location:
Written option contracts, at value |
| MRP SynthEquity ETF | Purchased Options | $35,823,656 | Written Options | $(868,450) |
10
Notes to Financial Statements
June 30, 2026 (Unaudited)
Statement of Operations
The effect of derivative instruments on the Statement of Operations for the period ended June 30, 2026:
| Realized | Change in Unrealized | |||
| Fund: | Instrument: |
Balance Sheet Location:
Net realized gain (loss)
|
Instrument: |
Balance Sheet Location:
Net change in unrealized appreciation (depreciation) |
| MRP SynthEquity ETF | Purchased Options | $6,001,262 | Purchased Options | $5,425,119 |
| Realized | Change in Unrealized | |||
| Fund: | Instrument: |
Balance Sheet Location:
Net realized gain (loss) |
Instrument: |
Balance Sheet Location:
Net change in unrealized |
| MRP SynthEquity ETF | Written Options | $1,001,870 | Written Options | $(431,776) |
The Fund is not subject to master netting agreements; therefore, no additional disclosures regarding netting arrangements are required.
Federal Income Taxes - The Fund has elected to be taxed as a regulated investment company (“RIC”) and intends to distribute substantially all taxable income to its shareholders and otherwise comply with the provisions of the Internal Revenue Code applicable to RICs. Therefore, no provision for federal income taxes or excise taxes has been made.
In order to avoid imposition of the excise tax applicable to RICs, the Fund intends to declare as dividends in each calendar year, at least 98% of its net investment income (earned during the calendar year) and at least 98.2% of its net realized capital gains (earned during the twelve months ended October 31) plus undistributed amounts, if any, from prior years. As a RIC, the Fund is subject to a 4% excise tax that is imposed if the Fund does not distribute by the end of any calendar year at least the sum of (i) 98% of its ordinary income (not taking into account any capital gain or loss) for the calendar year and (ii) 98.2% of its capital gain in excess of its capital loss (adjusted for certain ordinary losses) for a one-year period generally ending on October 31 of the calendar year (unless an election is made to use the Fund’s fiscal year). The Fund generally intends to distribute income and capital gains in the manner necessary to minimize (but not necessarily eliminate) the imposition of such excise tax. The Fund may retain income or capital gains and pay excise tax when it is determined that doing so is in the best interest of shareholders. Management evaluates the costs of the excise tax relative to the benefits of retaining income and capital gains, including that such undistributed amounts (net of the excise tax paid) remain available for investment by the Fund and are available to supplement future distributions. Tax expense is disclosed in the Statement of Operations, if applicable.
As of June 30, 2026, the Fund did not have any tax positions that did not meet the threshold of being sustained by the applicable tax authority. Generally, tax authorities can examine all the tax returns filed for the last three years. The Fund identifies its major tax jurisdiction as U.S. Federal and the Commonwealth of Delaware; however, the Fund is not aware of any tax positions for which it is reasonably possible that the total amounts of unrecognized tax benefits will change materially. The Fund recognizes interest and penalties, if any, related to unrecognized tax benefits on uncertain tax positions as income tax expense in the Statement of Operations.
11
Notes to Financial Statements
June 30, 2026 (Unaudited)
Securities Transactions and Investment Income - Investment securities transactions are accounted for on the trade date. Gains and losses realized on sales of securities are determined on a specific identification basis. Discounts/premiums on debt securities purchased are accreted/amortized over the life of the respective securities using the effective interest method. Dividend income is recorded on the ex-dividend date. Dividends received from REITs generally are comprised of ordinary income, capital gains, and may include return of capital. Interest income is recorded on an accrual basis. Other non-cash dividends are recognized as investment income at the fair value of the property received. 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.
Distributions to Shareholders - Distributions to shareholders from net investment income, if any, for the Fund are declared and paid annually. Distributions to shareholders from net realized gains on securities, if any, for the Fund normally are declared and paid at least annually. Distributions are recorded on the ex-dividend date.
Use of Estimates - The preparation of financial statements in conformity with U.S. 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.
Share Valuation - The NAV per Share is calculated by dividing the sum of the value of the securities held by the Fund, plus cash or other assets, minus all liabilities by the total number of Shares outstanding for the Fund, rounded to the nearest cent. Fund Shares will not be priced on the days on which the New York Stock Exchange (“NYSE”) is closed for trading.
Guarantees and Indemnifications - In the normal course of business, the Fund enters into contracts with service providers that contain general indemnification clauses. The Fund’s maximum exposure under these arrangements is unknown as this would involve future claims that may be made against the Fund that have not yet occurred. However, based on experience, the Fund expects the risk of loss to be remote.
Illiquid Securities - Pursuant to Rule 22e-4 under the 1940 Act, the Fund has adopted a Board-approved Liquidity Risk Management Program (the “Program”) that requires, among other things, that the Fund limit its illiquid investments that are assets to no more than 15% of the value of the Fund’s net assets. An illiquid investment is any security that the Fund reasonably expects cannot be sold or disposed of in current market conditions in seven calendar days or less without the sale or disposition significantly changing the market value of the investment. If the Fund should be in a position where the value of illiquid investments held by the Fund exceeds 15% of the Fund’s net assets, the Fund will take such steps as set forth in the Program.
12
Notes to Financial Statements
June 30, 2026 (Unaudited)
NOTE 3 - PRINCIPAL INVESTMENT RISKS
Referenced Index Risk. The Fund invests in options contracts that are based on the value of the S&P 500 Index (the “Index”) (or in ETFs that track the Index’s performance). This subjects the Fund to certain of the same risks as if it owned shares of companies that comprised the Index or an ETF that tracks the Index, even though it does not. By virtue of the Fund’s investments in options contracts that are based on the value of the Index, the Fund may also be subject to the following risks:
| ● | Indirect Investment Risk. The Index is not affiliated with the Trust, the Fund, the Adviser, the Sub-Adviser, or their respective affiliates and is not involved with this offering in any way. Investors in the Fund will not have the right to receive dividends or other distributions or any other rights with respect to the companies that comprise the Index but will be subject to declines in the performance of the Index. |
| ● | Index Trading Risk. The trading price of the Index may be highly volatile and could continue to be subject to wide fluctuations in response to various factors. The stock market in general has experienced extreme price and volume fluctuations that have often been unrelated or disproportionate to the operating performance of companies. |
| ● | S&P 500 Index Risks. The Index, which includes a broad swath of large U.S. companies, is primarily exposed to overall economic and market conditions. Recession, inflation, and changes in interest rates can significantly impact the Index’s performance. Furthermore, despite its diverse representation, a downturn in a major sector such as technology or financials could notably affect the Index. Geopolitical risks and unexpected global events, like pandemics, can introduce volatility and uncertainty. |
Fixed Income Investing Risks. The Fund will be subject to fixed income risks through its investments in U.S. Treasury securities. Changes in interest rates generally will cause the value of fixed-income and bond instruments held by the Fund to vary inversely to such changes. The Fund may invest in short-term securities that, when interest rates decline, affect the Fund’s yield as these securities mature or are sold and the Fund purchases new short-term securities with lower yields.
| ● | Interest Rate Risk. Generally, the value of fixed-income securities will change inversely with changes in interest rates. As interest rates rise, the market value of fixed-income securities tends to decrease. Conversely, as interest rates fall, the market value of fixed-income securities tends to increase. |
| ● | U.S. Treasury Obligations Risk. The Fund may invest in securities issued by the U.S. Treasury. U.S. Treasury obligations include securities that are backed by the full faith and credit of the U.S. Government, guaranteeing the timely payment of principal and interest. However, while U.S. Treasuries are considered one of the safest investments, government policies regarding the payment of interest or principal may change over time. Additionally, while holding a Treasury security until maturity ensures the return of principal, selling a Treasury before maturity or purchasing one after its initial issue date may expose the Fund to potential losses, as the value of Treasury securities fluctuates with interest rates and market conditions. |
Equity Market Risk. Common stocks are generally exposed to greater risk than other types of securities, such as preferred stock and debt obligations, because common stockholders generally have inferior rights to receive payment from specific issuers. The equity securities held in the Fund’s portfolio may experience sudden, unpredictable drops in value or long periods of decline in value. This may occur because of factors that affect securities markets generally or factors affecting specific issuers, industries, or sectors in which the Fund invests.
13
Notes to Financial Statements
June 30, 2026 (Unaudited)
NOTE 4 - COMMITMENTS AND OTHER RELATED PARTY TRANSACTIONS
The Adviser serves as investment adviser to the Fund pursuant to an investment advisory agreement between the Adviser and the Trust, on behalf of the Fund (the “Advisory Agreement”), and, pursuant to the Advisory Agreement, provides investment advice to the Fund and oversees the day-to-day operations of the Fund, subject to the direction and oversight of the Board. The Adviser is also responsible for trading portfolio securities for the Fund, including selecting broker-dealers to execute purchase and sale transactions. The Adviser provides oversight of the Sub-Adviser and review of the Sub-Adviser’s performance.
Pursuant to the Advisory Agreement, the Fund pays the Adviser a unitary management fee (the “Investment Advisory Fee”) of 0.95% based on the average daily net assets of the Fund. Out of the Investment Advisory Fee, the Adviser is obligated to pay or arrange for the payment of substantially all expenses of the Fund, including the cost of sub-advisory, transfer agency, custody, fund administration, and all other related services necessary for the Fund to operate. Under the Advisory Agreement, the Adviser has agreed to pay, or require the Sub-Adviser to pay, all expenses incurred by the Fund except for interest charges on any borrowings, dividends and other expenses on securities sold short, taxes, brokerage commissions and other expenses incurred in placing orders for the purchase and sale of securities and other investment instruments, acquired fund fees and expenses, accrued deferred tax liability, extraordinary expenses, distribution fees and expenses paid by the Fund under any distribution plan adopted pursuant to Rule 12b-1 under the 1940 Act (collectively, “Excluded Expenses”), and the Investment Advisory Fee payable to the Adviser. The Investment Advisory Fees incurred are paid monthly to the Adviser. Investment Advisory Fees for the period ended June 30, 2026 are disclosed in the Statement of Operations.
The Sub-Adviser serves as investment sub-adviser to the Fund, pursuant to a sub-advisory agreement between the Adviser and the Sub-Adviser with respect to the Fund (the “Sub-Advisory Agreement”). Pursuant to the Sub-Advisory Agreement, the Sub-Adviser is responsible for the day-to-day management of the Fund’s portfolio, including determining the securities purchased and sold by the Fund, subject to the supervision of the Adviser and the Board. The Sub-Adviser is paid a fee by the Adviser, which is calculated daily and paid monthly, at an annual rate of 0.04% of the Fund’s average daily net assets (the “Sub-Advisory Fee”). The Sub-Adviser has agreed to assume all or a portion of the Adviser’s obligation to pay all expenses incurred by the Fund, except for the Sub-Advisory Fee payable to the Sub-Adviser and Excluded Expenses. For assuming the payment obligation for a portion of the Fund’s expenses, the Adviser has agreed to pay to the Sub-Adviser a corresponding share of profits, if any, generated by the Fund’s Investment Advisory Fee, less a contractual fee retained by the Adviser. Expenses incurred by the Fund and paid by the Sub-Adviser include fees charged by Tidal (defined below), which is an affiliate of the Adviser.
Tidal ETF Services LLC (“Tidal”), a Tidal Financial Group company and an affiliate of the Adviser, serves as the Fund’s administrator and, in that capacity, performs various administrative and management services for the Fund. Tidal coordinates the payment of Fund-related expenses and manages the Trust’s relationships with its various service providers. Tidal prepares various federal and state regulatory filings, reports and returns for the Fund, including regulatory compliance monitoring and financial reporting; prepares reports and materials to be supplied to the Board; and monitors the activities of the Fund’s custodian.
U.S. Bancorp Fund Services, LLC, doing business as U.S. Bank Global Fund Services (“Fund Services”), serves as the Fund’s fund accountant and transfer agent. In those capacities, Fund Services performs various accounting and transfer agency services for the Fund. U.S. Bank N.A. (the “Custodian”), an affiliate of Fund Services, serves as the Fund’s custodian.
Foreside Fund Services, LLC (the “Distributor”) acts as the Fund’s principal underwriter in a continuous public offering of the Fund’s Shares.
14
Notes to Financial Statements
June 30, 2026 (Unaudited)
Certain officers and a trustee of the Trust are affiliated with the Adviser. Neither the affiliated trustee nor the Trust’s officers receive compensation from the Fund.
The Board has adopted a Distribution (Rule 12b-1) Plan (the "Plan") pursuant to Rule 12b-1 under the 1940 Act. In accordance with the Plan, the Fund is authorized to pay an amount up to 0.25% of its average daily net assets each year to pay distribution fees for the sale and distribution of its Shares. No Rule 12b-1 fees are currently paid by the Fund, and there are no plans to impose these fees. However, in the event Rule 12b-1 fees are charged in the future, because the fees are paid out of the Fund’s assets on an ongoing basis, over time these fees will increase the cost of your investment and may cost you more than certain other types of sales charges.
NOTE 5 - SEGMENT REPORTING
In accordance with the FASB Accounting Standards Update 2023-07, Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures (“ASU 2023-07”), the Fund has evaluated its business activities and determined that it operates as a single reportable segment.
The Fund’s investment activities are managed by the Principal Financial Officer, which serves as the Chief Operating Decision Maker. The Principal Financial Officer is responsible for assessing the Fund’s financial performance and allocating resources. In making these assessments, the Principal Financial Officer evaluates the Fund’s financial results on an aggregated basis, rather than by separate segments. As such, the Fund does not allocate operating expenses or assets to multiple segments, and accordingly, no additional segment disclosures are required. There were no intra-entity sales or transfers during the reporting period.
The Fund primarily generates income through dividends, interest, and realized/unrealized gains on its investment portfolio. Expenses incurred, including management fees, Fund operating expenses, and transaction costs, are considered general Fund-level expenses and are not allocated to specific segments or business lines.
Management has determined that the Fund does not meet the criteria for disaggregated segment reporting under ASU 2023-07 and will continue to evaluate its reporting requirements in accordance with applicable accounting standards.
NOTE 6 - PURCHASES AND SALES OF SECURITIES
For the period ended June 30, 2026, the cost of purchases and proceeds from the sales or maturities of securities, excluding short-term investments, U.S. government securities, and in-kind transactions were $4,105,364 and $3,550,090, respectively.
For the period ended June 30, 2026, the purchases and sales of long-term U.S. government securities for the Fund were $47,061,283 and $3,440,821, respectively.
For the period ended June 30, 2026, in-kind transactions associated with creations and redemptions for the Fund were $1,103,706 and $48,220,326, respectively.
15
Notes to Financial Statements
June 30, 2026 (Unaudited)
NOTE 7 - INCOME TAXES AND DISTRIBUTIONS TO SHAREHOLDERS
The tax character of distributions paid during the periods ended June 30, 2026 and December 31, 2025 was as follows:
|
Distributions paid from: |
June 30, 2026 |
December 31, 2025 |
||||||
| MRP SynthEquity ETF | ||||||||
| Ordinary Income | $ | 1,562,800 | $ | 6,274,175 | ||||
| Long-Term Capital Gains | 7,536,413 | |||||||
As of the most recent fiscal year ended December 31, 2025, the components of distributable earnings/(accumulated losses) on a tax basis were as follows:
|
MRP SynthEquity ETF |
||||
| Cost of investments(a) | $ | 123,390,467 | ||
| Gross tax unrealized appreciation | 24,085 | |||
| Gross tax unrealized depreciation |
(41,875 | ) | ||
| Net tax unrealized appreciation (depreciation) |
(17,790 | ) | ||
| Undistributed ordinary income (loss) | – | |||
| Undistributed long-term capital gain (loss) | – | |||
| Other accumulated gain (loss) | (3,563,310 | ) | ||
| Total distributable earnings/(accumulated losses) | $ | (3,581,100 | ) | |
| (a) | The difference between book and tax-basis unrealized appreciation is primarily due to wash sales. |
Net capital losses incurred after October 31 (post-October losses) and net investment losses incurred after December 31 (late-year losses), and within the taxable year, may be elected to be deferred to the first business day of the Fund’s next taxable year. As of the most recent fiscal year ended December 31, 2025, the Fund has elected to defer the following post-October and late-year losses.
|
Fund |
Post-October Capital |
Late-Year Loss Deferral |
||||||
| MRP SynthEquity ETF | $ | 3,563,310 | $ | – | ||||
As of December 31, 2025, the Fund had no long-term and short-term capital loss carryovers.
16
Notes to Financial Statements
June 30, 2026 (Unaudited)
NOTE 8 - SHARES TRANSACTIONS
Shares of the Fund are listed and traded on the NYSE Arca, Inc. Market prices for the Shares may be different from their NAV. The Fund issues and redeems shares on a continuous basis at NAV, generally in large blocks of Shares, called Creation Units. Creation Units are issued and redeemed principally in-kind for securities included in a specified universe. Once created, Shares generally trade in the secondary market at market prices that change throughout the day. Except when aggregated in Creation Units, Shares are not redeemable securities of the Fund. Creation Units may only be purchased or redeemed by Authorized Participants. An Authorized Participant is either (i) a broker-dealer or other participant in the clearing process through the Continuous Net Settlement System of the National Securities Clearing Corporation or (ii) a Depository Trust Company participant and, in each case, must have executed a Participant Agreement with the Distributor. Most retail investors do not qualify as Authorized Participants nor have the resources to buy and sell whole Creation Units. Therefore, they are unable to purchase or redeem the Shares directly from the Fund. Rather, most retail investors may purchase Shares in the secondary market with the assistance of a broker and are subject to customary brokerage commissions or fees.
The Fund currently offers one class of Shares, which has no front-end sales load, no deferred sales charge, and no redemption fee. A fixed transaction fee is imposed for the transfer and other transaction costs associated with the purchase or sale of Creation Units. The standard fixed transaction fee for the Fund is $300, payable to the Custodian. The fixed transaction fee may be waived on certain orders if the Fund’s Custodian has determined to waive some or all of the costs associated with the order or another party, such as the Adviser, has agreed to pay such fee. In addition, a variable fee may be charged on all cash transactions or substitutes for Creation Units and Redemption Units of up to a maximum of 2% of the value of the Creation Units and Redemption Units subject to the transaction. Variable fees are imposed to compensate the Fund for transaction costs associated with the cash transactions. Variable fees received by the Fund, if any, are disclosed in the capital shares transactions section of the Statement of Changes in Net Assets. The Fund may issue an unlimited number of Shares of beneficial interest, with no par value. All Shares of the Fund have equal rights and privileges.
NOTE 9 - RECENT MARKET EVENTS
U.S. and international markets have experienced and may continue to experience significant periods of volatility in recent years and months due to a number of economic, political and global macro factors including uncertainty regarding inflation and central banks’ interest rate changes, the possibility of a national or global recession, trade tensions and tariffs, political events, armed conflict, war, and geopolitical conflict. These developments, as well as other events, could result in further market volatility and negatively affect financial asset prices, the liquidity of certain securities and the normal operations of securities exchanges and other markets, despite government efforts to address market disruptions. As a result, the risk environment remains elevated. The Adviser and Sub-Adviser will monitor developments and seek to manage the Fund in a manner consistent with achieving the Fund’s investment objective, but there can be no assurance that they will be successful in doing so.
NOTE 10 - SUBSEQUENT EVENTS
In preparing these financial statements, management has evaluated events and transactions for potential recognition or disclosure through the date the financial statements were issued. Management has determined that there are no subsequent events that would need to be recognized or disclosed in the Fund’s financial statements.
17
| (b) | Financial Highlights are included within the financial statements filed under Item 7(a) of this Form.” |
Item 8. Changes in and Disagreements with Accountants for Open-End Investment Companies.
There have been no changes in or disagreements with the Fund’s accountants.
Item 9. Proxy Disclosure for Open-End Investment Companies.
There were no matters submitted to a vote of shareholders during the period covered by the report.
Item 10. Remuneration Paid to Directors, Officers, and Others of Open-End Investment Companies.
See Item 7(a). Under the Investment Advisory Agreement, in exchange for a single unitary management fee from the Fund, the Adviser has agreed to pay all expenses incurred by the Fund, including Trustee compensation, except for certain excluded expenses.
Item 11. Statement Regarding Basis for Approval of Investment Advisory Contract.
Pursuant to Section 15(c) of the Investment Company Act of 1940 (the “1940 Act”), at a meeting held on February 24, 2025, the Board of Trustees (the “Board”) of Tidal Trust III (the “Trust”) considered the continuance of:
| ● | the Investment Advisory Agreement (each, an “Advisory Agreement”) between Tidal Investments LLC (the “Adviser”) and the Trust, on behalf of the MRP SynthEquity ETF (the “MRP ETF”); |
| ● | an Investment Sub-Advisory Agreement between the Adviser and Measured Risk Portfolios, Inc. (“MRP”) with respect to the MRP ETF. |
Pursuant to Section 15 of the 1940 Act, the Agreements must be approved by the vote of a majority of the Trustees who are not parties to the Agreements or “interested persons” of any party thereto, as defined in the 1940 Act (the “Independent Trustees”), cast in person at a meeting called for the purpose of voting on such approval. It was noted that in accordance with the SEC’s temporary exemptive relief for in-person approvals, these approvals shall be ratified at the next in-person Board meeting.
In preparation for such meeting, the Board requested and reviewed a wide variety of information from the Adviser and each Sub-Adviser.
In reaching its decision, the Board, including the Independent Trustees, considered all factors it believed relevant, including: (i) the nature, extent and quality of the services to be provided to the Fund’s shareholders by the Adviser and Sub-Adviser; (ii) the costs of the services to be provided and the profits to be realized by the Adviser and Sub-Adviser from services to be provided to the Fund, including any fall-out benefits; (iv) comparative fee and expense data for the Fund in relation to other investment companies with similar investment objectives; (v) the extent to which economies of scale would be realized as the Fund grows and whether the advisory fees for the Fund reflects these economies of scale for the benefit of the Fund; and (vi) other financial benefits to the Adviser or Sub-Adviser and their affiliates resulting from services rendered to the Fund. The Board’s review included written and oral information furnished to the Board prior to and at the meeting held on February 24, 2025. Among other things, each of the Adviser and Sub-Adviser provided responses to a detailed series of questions, which included information about the Adviser’s and Sub-Adviser’s operations, service offerings, personnel, compliance program and financial condition. The Board then discussed the written and oral information that it received before the meeting, and the Adviser’s oral presentations and any other information that the Board received at the meeting and deliberated on the renewal of the Agreements in light of this information.
The Independent Trustees were assisted throughout the contract review process by independent legal counsel. The Independent Trustees relied upon the advice of such counsel and their own business judgment in determining the material factors to be considered in evaluating the renewal of the Agreements, and the weight to be given to each such factor. The conclusions reached with respect to the Agreements were based on a comprehensive evaluation of all the information provided and not any single factor. Moreover, each Trustee may have placed varying emphasis on particular factors in reaching conclusions with respect to the Fund. The Independent Trustees conferred amongst themselves and independent legal counsel in executive sessions both with and without representatives of management.
Nature, Extent and Quality of Services to be Provided. The Trustees considered the scope of services to be provided under the Advisory Agreement and Sub-Advisory Agreement. In considering the nature, extent and quality of the services to be provided by the Adviser and Sub-Adviser; the Board reviewed the Adviser’s and Sub-Adviser’s compliance infrastructure and its financial strength and resources. The Board also considered the experience of the personnel of the Adviser and Sub-Adviser working with ETFs. The Board also considered other services to be provided to the Funds by the Adviser and Sub-Advisers, such as selecting broker-dealers for executing portfolio transactions, monitoring adherence to the Fund’s investment restrictions, and monitoring compliance with various Fund policies and procedures and with applicable securities regulations. Based on the factors above, as well as those discussed below, the Board concluded that it was satisfied with the nature, extent and quality of the services to be provided to the Fund by the Adviser and Sub Sub-Adviser based on their experience, personnel, operations and resources.
Historical Performance. The Board noted that the Fund had not yet commenced operations and that therefore there was no prior performance to review.
Cost of Services Provided, Profitability and Economies of Scale. The Board reviewed the proposed advisory fees for the Fund and compared them to the management fees and total operating expenses of its Peer Group. The Board noted that the comparisons to the total expense ratios were the most relevant comparisons, given the fact that the advisory fee for the Fund is a “unified fee.”
The Board noted the importance of the fact that the proposed advisory fee for the Fund is a “unified fee,” meaning that the shareholders of the Fund pay no expenses except for interest charges on any borrowings, dividends and other expenses on securities sold short, taxes, brokerage commissions and other expenses incurred in placing orders for the purchase and sale of securities and other investment instruments, acquired fund fees and expenses, accrued deferred tax liability, distribution fees and expenses paid by the Fund under any distribution plan adopted pursuant to Rule 12b-1 under the 1940 Act, litigation expenses, non-routine or extraordinary expenses, and the unitary management fee payable to the Adviser. The Board also noted that the Adviser was responsible for compensating the Trust’s other service providers and paying the Fund’s other expenses (except as noted above) out of its own fees and resources. The Board further noted that because the Fund is new, it was difficult to estimate the profitability of the Fund to the Adviser. The Board, however, considered collateral or “fall-out” benefits that the Adviser and its affiliates may derive as a result of their relationship with the Funds.
The Board noted that because the Fund is new, it also was difficult to estimate whether the Fund would experience economies of scale. The Board noted that the Adviser will review expenses as the Fund’s assets grow. The Board determined to evaluate economies of scale on an ongoing basis if the Funds achieved asset growth.
The Board also reviewed the proposed sub-advisory fee paid to each Sub-Adviser for their services. The Board considered each of these fees in light of the services being provided. The Board determined that the proposed fees reflected an appropriate allocation of the advisory fee paid to the Adviser and each Sub-Adviser given the work performed by each firm. The Board also considered that the Fund had one or more sponsors, who had agreed to assume the payment of any fund expenses above the level of the unitary fee. The Board considered that pursuant to these arrangements, if fund expenses, including a payment to the Adviser of a certain amount, fall below the level of the unitary fee, the Adviser would pay any remaining portion of the unitary fee to the respective sponsor out of its profits. The Board concluded that the proposed fees for the Fund were reasonable in light of the services rendered.
The Board also considered that the sub-advisory fees paid to the Sub-Advisers is paid out of the Adviser’s unified fee and represents an arm’s-length negotiation between the Adviser and the Sub-Advisers. For these reasons, the Trustees determined that the profitability to the Sub-Advisers from respective relationships with the respective Funds was not a material factor in their deliberations with respect to consideration of approval of the Sub-Advisory Agreements. The Board considered that, because these fees are paid by the Adviser out of its unified fee, any economies of scale would not benefit shareholders and, thus, were not relevant for the consideration of the approval of the sub-advisory fee.
Conclusion. No single factor was determinative to the decision of the Board. Based on the Board’s deliberations and its evaluation of the information described above and such other matters as were deemed relevant, the Board, including the Independent Trustees, unanimously: (a) concluded that the terms of each Advisory Agreement and Sub-Advisory Agreement are fair and reasonable; (b) concluded that each of the Adviser’s and Sub-Adviser’s fees are reasonable in light of the services that the Adviser and Sub-Advisers will provide to the Fund; and (c) agreed to approve the Agreement for an initial term of two years.
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.
Not Applicable.
Item 16. Controls and Procedures.
| (a) | The Registrant’s President/Principal Executive Officer and Treasurer/Principal Financial Officer have reviewed the Registrant’s disclosure controls and procedures (as defined in Rule 30a-3(c) under the Investment Company Act of 1940 (the “Act”)) as of a date within 90 days of the filing of this report, as required by Rule 30a-3(b) under the Act and Rules 13a-15(b) or 15d-15(b) under the Securities Exchange Act of 1934. Based on their review, such officers have concluded that the disclosure controls and procedures are effective in ensuring that information required to be disclosed in this report is appropriately recorded, processed, summarized and reported and made known to them by others within the Registrant and by the Registrant’s service 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.
(a) Not Applicable
(b) 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.
(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.
| (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) | Tidal Trust III |
| By (Signature and Title)* | /s/ Eric W. Falkeis | |
| Eric W. Falkeis, President/Principal Executive Officer | ||
| Date | September 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/ Eric W. Falkeis | |
| Eric W. Falkeis, President/Principal Executive Officer | ||
| Date | September 4, 2026 |
| By (Signature and Title)* | /s/ Aaron J. Perkovich | |
| Aaron J. Perkovich, Treasurer/Principal Financial Officer | ||
| Date | September 4, 2026 |