UNITED
STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM N-CSR
CERTIFIED
SHAREHOLDER REPORT OF REGISTERED MANAGEMENT
INVESTMENT COMPANIES
| Investment Company Act file number | 811-22549 |
| Northern Lights Fund Trust II |
| (Exact name of registrant as specified in charter) |
| 225 Pictoria Drive, Suite 450, Cincinnati, Ohio | 45246 |
| (Address of principal executive offices) | (Zip code) |
| Kevin E. Wolf, Ultimus Fund Solutions, LLC |
| 4221 North 203rd Street, Suite 100, Elkhorn, NE 68022 |
| (Name and address of agent for service) |
| Registrants telephone number, including area code: | 631-470-2735 |
| Date of fiscal year end: | 12/31 |
| Date of reporting period: | 6/30/26 |
Item 1. Reports to Stockholders.
| (a) |
| (b) | Not applicable |
Item 2. Code of Ethics.
Not applicable.
Item 3. Audit Committee Financial Expert.
Not applicable.
Item 4. Principal Accountant Fees and Services.
Not applicable.
Item 5. Audit Committee of Listed Registrants. Not applicable to open-end investment companies.
Item 6. Investments. Schedule of investments in securities of unaffiliated issuers is included under Item 7.
Item 7. Financial Statements and Financial Highlights for Open-End Management Investment Companies.
(a) Long Form Financial Statements
| 2026 | |
| Semi-Annual
Financial Statements & Additional Information | |
| AL FRANK FUND |
| AL FRANK FUND |
| SCHEDULE OF INVESTMENTS (Unaudited) |
| June 30, 2026 |
| Shares | Fair Value | |||||||
| COMMON STOCKS — 94.7% | ||||||||
| CONSUMER DISCRETIONARY — 4.6% | ||||||||
| APPAREL & TEXTILE PRODUCTS - 0.4% | ||||||||
| 4,000 | Deckers Outdoor Corporation(a) | $ | 397,160 | |||||
| AUTOMOTIVE - 1.9% | ||||||||
| 22,500 | General Motors Company | 1,734,300 | ||||||
| E-COMMERCE DISCRETIONARY - 1.1% | ||||||||
| 4,000 | Amazon.com, Inc.(a) | 953,360 | ||||||
| RETAIL - DISCRETIONARY - 1.2% | ||||||||
| 24,000 | American Eagle Outfitters, Inc. | 412,800 | ||||||
| 5,000 | Target Corporation | 653,050 | ||||||
| 1,065,850 | ||||||||
| TOTAL CONSUMER DISCRETIONARY (Cost $2,436,967) | 4,150,670 | |||||||
| CONSUMER STAPLES — 1.5% | ||||||||
| FOOD - 0.6% | ||||||||
| 9,650 | Tyson Foods, Inc., Class A | 552,463 | ||||||
| WHOLESALE - CONSUMER STAPLES - 0.9% | ||||||||
| 10,750 | Archer-Daniels-Midland Company | 821,300 | ||||||
| TOTAL CONSUMER STAPLES (Cost $305,174) | 1,373,763 | |||||||
| ENERGY — 4.8% | ||||||||
| OIL & GAS PRODUCERS - 4.8% | ||||||||
| 11,500 | EOG Resources, Inc. | 1,491,895 | ||||||
| 11,000 | Exxon Mobil Corporation | 1,503,920 | ||||||
| 16,000 | TotalEnergies S.E. | 1,244,160 | ||||||
| TOTAL ENERGY (Cost $2,210,935) | 4,239,975 | |||||||
See accompanying notes to financial statements.
1
| AL FRANK FUND |
| SCHEDULE OF INVESTMENTS (Unaudited)(Continued) |
| June 30, 2026 |
| Shares | Fair Value | |||||||
| FINANCIALS — 18.2% | ||||||||
| BANKING - 9.3% | ||||||||
| 28,000 | Bank of America Corporation | $ | 1,595,440 | |||||
| 32,000 | Fifth Third Bancorp | 1,803,840 | ||||||
| 7,000 | JPMorgan Chase & Company | 2,291,310 | ||||||
| 6,000 | PNC Financial Services Group, Inc. (The) | 1,477,320 | ||||||
| 22,000 | Truist Financial Corporation | 1,096,040 | ||||||
| 8,263,950 | ||||||||
| INSTITUTIONAL FINANCIAL SERVICES - 3.9% | ||||||||
| 2,125 | Goldman Sachs Group, Inc. (The) | 2,149,161 | ||||||
| 11,150 | Intercontinental Exchange, Inc. | 1,372,677 | ||||||
| 3,521,838 | ||||||||
| INSURANCE - 2.9% | ||||||||
| 15,500 | MetLife, Inc. | 1,311,455 | ||||||
| 11,500 | Prudential Financial, Inc. | 1,241,195 | ||||||
| 2,552,650 | ||||||||
| SPECIALTY FINANCE - 1.8% | ||||||||
| 8,000 | Capital One Financial Corporation | 1,604,960 | ||||||
| TECHNOLOGY SERVICES - 0.3% | ||||||||
| 6,500 | PayPal Holdings, Inc. | 280,670 | ||||||
| TOTAL FINANCIALS (Cost $5,693,476) | 16,224,068 | |||||||
| HEALTH CARE — 9.9% | ||||||||
| BIOTECH & PHARMA - 5.6% | ||||||||
| 3,000 | Amgen, Inc. | 1,086,360 | ||||||
| 18,495 | Bristol-Myers Squibb Company | 1,065,682 | ||||||
| 5,600 | Johnson & Johnson | 1,422,232 | ||||||
| 7,000 | Merck & Company, Inc. | 899,500 | ||||||
| 20,000 | Pfizer, Inc. | 481,600 | ||||||
| 4,955,374 | ||||||||
| HEALTH CARE FACILITIES & SERVICES - 2.4% | ||||||||
| 4,300 | Cardinal Health, Inc. | 1,021,508 | ||||||
| 11,000 | CVS Health Corporation | 1,137,950 | ||||||
| 2,159,458 | ||||||||
See accompanying notes to financial statements.
2
| AL FRANK FUND |
| SCHEDULE OF INVESTMENTS (Unaudited)(Continued) |
| June 30, 2026 |
| Shares | Fair Value | |||||||
| HEALTH CARE — 9.9% (Continued) | ||||||||
| MEDICAL EQUIPMENT & DEVICES - 1.9% | ||||||||
| 7,750 | Abbott Laboratories | $ | 703,235 | |||||
| 7,000 | Medtronic PLC | 547,610 | ||||||
| 5,000 | Zimmer Biomet Holdings, Inc. | 430,450 | ||||||
| 1,681,295 | ||||||||
| TOTAL HEALTH CARE (Cost $5,052,661) | 8,796,127 | |||||||
| INDUSTRIALS — 14.3% | ||||||||
| AEROSPACE & DEFENSE - 1.3% | ||||||||
| 2,300 | Lockheed Martin Corporation, Class B | 1,171,758 | ||||||
| ELECTRICAL EQUIPMENT - 1.7% | ||||||||
| 3,500 | Eaton Corporation PLC | 1,491,420 | ||||||
| HOME CONSTRUCTION - 0.7% | ||||||||
| 7,000 | Meritage Homes Corporation | 586,950 | ||||||
| MACHINERY - 3.3% | ||||||||
| 1,900 | Caterpillar, Inc. | 2,023,310 | ||||||
| 1,452 | Deere & Company | 921,047 | ||||||
| 2,944,357 | ||||||||
| RENEWABLE ENERGY - 1.7% | ||||||||
| 6,500 | EnerSys | 1,519,830 | ||||||
| TRANSPORTATION & LOGISTICS - 2.8% | ||||||||
| 3,000 | FedEx Corporation | 939,390 | ||||||
| 1,500 | Fedex Freight Holding Company, Inc.(a) | 226,500 | ||||||
| 4,250 | Norfolk Southern Corporation | 1,337,008 | ||||||
| 2,502,898 | ||||||||
See accompanying notes to financial statements.
3
| AL FRANK FUND |
| SCHEDULE OF INVESTMENTS (Unaudited)(Continued) |
| June 30, 2026 |
| Shares | Fair Value | |||||||
| INDUSTRIALS — 14.3% (Continued) | ||||||||
| TRANSPORTATION EQUIPMENT - 2.8% | ||||||||
| 3,500 | Cummins, Inc. | $ | 2,496,235 | |||||
| TOTAL INDUSTRIALS (Cost $3,225,852) | 12,713,448 | |||||||
| MATERIALS — 2.3% | ||||||||
| CHEMICALS - 1.2% | ||||||||
| 4,800 | Albemarle Corporation | 648,144 | ||||||
| 10,000 | Celanese Corporation | 460,000 | ||||||
| 1,108,144 | ||||||||
| METALS & MINING - 1.1% | ||||||||
| 10,000 | Newmont Corporation | 934,000 | ||||||
| TOTAL MATERIALS (Cost $944,662) | 2,042,144 | |||||||
| MEDIA — 6.0% | ||||||||
| CABLE & SATELLITE - 0.6% | ||||||||
| 20,000 | Comcast Corporation, Class A | 491,000 | ||||||
| ENTERTAINMENT CONTENT - 1.0% | ||||||||
| 9,000 | Walt Disney Company (The) | 866,250 | ||||||
| INTERNET MEDIA & SERVICES - 3.9% | ||||||||
| 7,000 | Alphabet, Inc., Class C | 2,473,310 | ||||||
| 1,825 | Meta Platforms, Inc., Class A | 1,028,004 | ||||||
| 3,501,314 | ||||||||
| TELECOMMUNICATIONS - 0.5% | ||||||||
| 11,000 | Verizon Communications, Inc. | 465,740 | ||||||
| TOTAL MEDIA AND COMMUNICATIONS (Cost $1,618,666) | 5,324,304 | |||||||
| REAL ESTATE — 2.2% | ||||||||
| DATA CENTER REIT - 1.1% | ||||||||
| 5,500 | Digital Realty Trust, Inc. | 987,690 | ||||||
See accompanying notes to financial statements.
4
| AL FRANK FUND |
| SCHEDULE OF INVESTMENTS (Unaudited)(Continued) |
| June 30, 2026 |
| Shares | Fair Value | |||||||
| REAL ESTATE — 2.2% (Continued) | ||||||||
| RETAIL REIT - 1.1% | ||||||||
| 40,000 | Kimco Realty Corporation | $ | 1,014,000 | |||||
| TOTAL REAL ESTATE (Cost $1,034,875) | 2,001,690 | |||||||
| TECHNOLOGY — 30.9% | ||||||||
| RENEWABLE ENERGY - 0.6% | ||||||||
| 2,300 | First Solar, Inc.(a) | 542,708 | ||||||
| SEMICONDUCTORS - 10.7% | ||||||||
| 30,000 | Cohu, Inc.(a) | 2,217,300 | ||||||
| 19,515 | Intel Corporation(a) | 2,724,879 | ||||||
| 8,000 | Lam Research Corporation | 3,466,640 | ||||||
| 6,000 | QUALCOMM, Inc. | 1,108,740 | ||||||
| 9,517,559 | ||||||||
| SOFTWARE - 3.4% | ||||||||
| 30,000 | Gen Digital, Inc. | 746,700 | ||||||
| 3,250 | Microsoft Corporation | 1,212,315 | ||||||
| 5,300 | Oracle Corporation | 776,715 | ||||||
| 2,000 | Salesforce, Inc. | 313,320 | ||||||
| 3,049,050 | ||||||||
| TECHNOLOGY HARDWARE - 14.5% | ||||||||
| 7,100 | Apple, Inc. | 2,054,456 | ||||||
| 15,500 | Benchmark Electronics, Inc. | 1,529,385 | ||||||
| 18,000 | Cisco Systems, Inc. | 2,114,280 | ||||||
| 11,000 | Corning, Inc. | 2,809,730 | ||||||
| 10,000 | NetApp, Inc. | 1,547,600 | ||||||
| 2,945 | Seagate Technology Holdings PLC | 2,841,925 | ||||||
| 12,897,376 | ||||||||
| TECHNOLOGY SERVICES - 1.7% | ||||||||
| 5,500 | International Business Machines Corporation | 1,546,655 | ||||||
| TOTAL TECHNOLOGY (Cost $4,903,782) | 27,553,348 | |||||||
| TOTAL COMMON STOCKS (Cost $27,427,050) | 84,419,537 | |||||||
See accompanying notes to financial statements.
5
| AL FRANK FUND |
| SCHEDULE OF INVESTMENTS (Unaudited)(Continued) |
| June 30, 2026 |
| Shares | Fair Value | |||||||
| SHORT-TERM INVESTMENTS — 7.2% | ||||||||
| MONEY MARKET FUNDS - 7.2% | ||||||||
| 4,268,599 | Fidelity Government Portfolio, Class I, 3.53%(b) | $ | 4,268,599 | |||||
| 2,156,863 | MSILF Treasury Portfolio, Institutional Class, 3.51%(b) | 2,156,863 | ||||||
| TOTAL SHORT-TERM INVESTMENTS (Cost $6,425,462) | 6,425,462 | |||||||
| TOTAL INVESTMENTS - 101.9% (Cost $33,852,512) | $ | 90,844,999 | ||||||
| LIABILITIES IN EXCESS OF OTHER ASSETS - (1.9)% | (1,675,671 | ) | ||||||
| NET ASSETS - 100.0% | $ | 89,169,328 | ||||||
| PLC | - Public Limited Company |
| REIT | - Real Estate Investment Trust |
| (a) | Non-income producing security. |
| (b) | Rate disclosed is the seven day effective yield as of June 30, 2026. |
See accompanying notes to financial statements.
6
| Al Frank Fund |
| STATEMENT OF ASSETS AND LIABILITIES (Unaudited) |
| June 30, 2026 |
| ASSETS | ||||
| Investment securities: | ||||
| At cost | $ | 33,852,512 | ||
| At value | $ | 90,844,999 | ||
| Dividends and interest receivable | 78,482 | |||
| Prepaid expenses & other assets | 12,946 | |||
| TOTAL ASSETS | 90,936,427 | |||
| LIABILITIES | ||||
| Payable for investments purchased | 1,382,460 | |||
| Payable for Fund shares redeemed | 73,353 | |||
| Investment advisory fees payable | 289,930 | |||
| Payable to Related Parties | 2,003 | |||
| Accrued expenses and other liabilities | 19,353 | |||
| TOTAL LIABILITIES | 1,767,099 | |||
| NET ASSETS | $ | 89,169,328 | ||
| Net Assets Consist Of: | ||||
| Paid in capital | $ | 25,887,946 | ||
| Accumulated earnings | 63,281,382 | |||
| NET ASSETS | $ | 89,169,328 | ||
| Net Asset Value Per Share: | ||||
| Advisor Class Shares: | ||||
| Net Assets | $ | 89,169,328 | ||
| Shares of beneficial interest outstanding ($0 par value, unlimited shares authorized) | 2,433,797 | |||
| Net asset value (Net Assets ÷ Shares Outstanding), offering price, and redemption price per share (a) | $ | 36.64 | ||
| (a) | Redemptions of shares held 60 days or less may be assessed a redemption fee of 2.00%. |
See accompanying notes to financial statements.
7
| Al Frank Fund |
| STATEMENT OF OPERATIONS (Unaudited) |
| For the Six Months Ended June 30, 2026 |
| INVESTMENT INCOME | ||||
| Dividends * | $ | 735,390 | ||
| Interest | 70,574 | |||
| TOTAL INVESTMENT INCOME | 805,964 | |||
| EXPENSES | ||||
| Investment advisory fees | 405,708 | |||
| Third party administrative servicing fees | 24,701 | |||
| Administration fees | 23,679 | |||
| Registration fees | 21,911 | |||
| Fund accounting fees | 20,338 | |||
| Transfer agent fees | 19,741 | |||
| Audit fees | 16,233 | |||
| Compliance officer fees | 12,287 | |||
| Trustees fees | 6,102 | |||
| Shareholder reporting expense | 5,064 | |||
| Insurance expense | 4,084 | |||
| Custody fees | 2,378 | |||
| Legal fees | 1,149 | |||
| Other expenses | 2,935 | |||
| TOTAL EXPENSES | 566,310 | |||
| Less: Fees waived by the Adviser | (62,745 | ) | ||
| NET EXPENSES | 503,565 | |||
| NET INVESTMENT INCOME | 302,399 | |||
| REALIZED AND UNREALIZED GAIN ON INVESTMENTS | ||||
| Net realized gain from investments and foreign currency translations | 6,018,355 | |||
| Net change in unrealized appreciation on investments | 12,231,025 | |||
| NET REALIZED AND UNREALIZED GAIN ON INVESTMENTS | 18,249,380 | |||
| NET INCREASE IN NET ASSETS RESULTING FROM OPERATIONS | $ | 18,551,779 |
| * | Includes withholding tax of $4,945. |
See accompanying notes to financial statements.
8
| Al Frank Fund |
| STATEMENTS OF CHANGES IN NET ASSETS |
| For the Six Months Ended | For the | |||||||
| June 30, 2026 | Year Ended | |||||||
| (Unaudited) | December 31, 2025 | |||||||
| FROM OPERATIONS | ||||||||
| Net investment income | $ | 302,399 | $ | 770,668 | ||||
| Net realized gain from investments | 6,018,355 | 4,584,292 | ||||||
| Net change in unrealized appreciation on investments | 12,231,025 | 9,179,976 | ||||||
| Net increase in net assets resulting from operations | 18,551,779 | 14,534,936 | ||||||
| DISTRIBUTIONS TO SHAREHOLDERS | ||||||||
| Advisor Class | — | (5,992,695 | ) | |||||
| Net decrease in net assets from distributions to shareholders | — | (5,992,695 | ) | |||||
| FROM SHARES OF BENEFICIAL INTEREST | ||||||||
| Advisor Class: | ||||||||
| Proceeds from shares sold | 3,024,628 | 195,102 | ||||||
| Net asset value of shares issued in reinvestment of distributions | — | 5,917,597 | ||||||
| Payments for shares redeemed | (6,839,575 | ) | (7,498,220 | ) | ||||
| Redemption fee proceeds | 555 | 120 | ||||||
| Net decrease in net assets from shares of beneficial interest | (3,814,392 | ) | (1,385,401 | ) | ||||
| TOTAL INCREASE IN NET ASSETS | 14,737,387 | 7,156,840 | ||||||
| NET ASSETS | ||||||||
| Beginning of Year/Period | 74,431,941 | 67,275,101 | ||||||
| End of Year/Period | $ | 89,169,328 | $ | 74,431,941 | ||||
| SHARE ACTIVITY - ADVISOR CLASS | ||||||||
| Shares sold | 86,412 | 7,384 | ||||||
| Shares reinvested | — | 203,634 | ||||||
| Shares redeemed | (199,287 | ) | (279,557 | ) | ||||
| Net decrease in shares of beneficial interest outstanding | (112,875 | ) | (68,539 | ) | ||||
See accompanying notes to financial statements.
9
| Al Frank Fund |
| FINANCIAL HIGHLIGHTS |
| Per Share Data and Ratios for a Share of Beneficial Interest Outstanding Throughout Each Year/Period |
| Advisor Class | ||||||||||||||||||||||||
| Six Months Ended | Year Ended | Year Ended | Year Ended | Year Ended | Year Ended | |||||||||||||||||||
| June 30, 2026 | December 31, | December 31, | December 31, | December 31, | December 31, | |||||||||||||||||||
| (Unaudited) | 2025 | 2024 | 2023 | 2022 | 2021 | |||||||||||||||||||
| Net asset value, beginning of year/period | $ | 29.23 | $ | 25.72 | $ | 24.92 | $ | 23.23 | $ | 29.12 | $ | 24.92 | ||||||||||||
| Activity from investment operations: | ||||||||||||||||||||||||
| Net investment income (1) | 0.12 | 0.31 | 0.34 | 0.38 | 0.37 | 0.24 | ||||||||||||||||||
| Net realized and unrealized gain/(loss) on investments | 7. 29 | 5.73 | 3.12 | 2.80 | (4.26 | ) | 5.95 | |||||||||||||||||
| Total from investment operations | 7.41 | 6.04 | 3.46 | 3.18 | (3.89 | ) | 6.19 | |||||||||||||||||
| Less distributions from: | ||||||||||||||||||||||||
| Net investment income | — | (0.32 | ) | (0.37 | ) | (0.40 | ) | (0.35 | ) | (0.26 | ) | |||||||||||||
| Net realized gain on investments | — | (2.21 | ) | (2.29 | ) | (1.09 | ) | (1.65 | ) | (1.73 | ) | |||||||||||||
| Total distributions | — | (2.53 | ) | (2.66 | ) | (1.49 | ) | (2.00 | ) | (1.99 | ) | |||||||||||||
| Paid in capital from redemption fees (1)(4) | 0.00 | 0.00 | 0.00 | 0.00 | 0.00 | 0.00 | ||||||||||||||||||
| Net asset value, end of year/period | $ | 36.64 | $ | 29.23 | $ | 25.72 | $ | 24.92 | $ | 23.23 | $ | 29.12 | ||||||||||||
| Total return (2) | 25.35 | %(6) | 23.54 | % | 13.34 | % | 14.06 | % | (13.49 | )% | 24.98 | % | ||||||||||||
| Net assets, at end of year/period (000s) | $ | 89,169 | $ | 74,432 | $ | 67,275 | $ | 67,085 | $ | 64,610 | (5) | $ | 6,421 | |||||||||||
| Ratio of gross expenses to average net assets (3) | 1.39 | %(7) | 1.48 | % | 1.47 | % | 1.47 | % | 1.38 | % | 1.42 | % | ||||||||||||
| Ratio of net expenses to average net assets | 1.24 | %(7) | 1.24 | % | 1.24 | % | 1.24 | % | 1.24 | % | 1.24 | % | ||||||||||||
| Ratio of net investment income to average net assets | 0.74 | %(7) | 1.14 | % | 1.25 | % | 1.58 | % | 1.45 | % | 0.83 | % | ||||||||||||
| Portfolio turnover rate | 4.92 | %(6) | 4.80 | % | 1.65 | % | 1.59 | % | 2.67 | % | 5.10 | % | ||||||||||||
| (1) | Per share amounts calculated using the average shares method, which more appropriately presents the per share data for the year/period. |
| (2) | Total returns shown exclude the effect of applicable redemption fees. Had the Adviser not waived a portion of the Funds expenses, total returns would have been lower. |
| (3) | Represents the ratio of expenses to average net assets absent fee waivers and/or expense reimbursements by the Adviser. |
| (4) | Amount represents less than $0.005 per share. |
| (5) | Reflects increase in net assets due to the conversion of Investor Class Shares to Advisor Class Shares on April 7, 2022. |
| (6) | Not annualized. |
| (7) | Annualized for periods less than one full year. |
See accompanying notes to financial statements.
10
| Al Frank Fund |
| NOTES TO FINANCIAL STATEMENTS at June 30, 2026 (Unaudited) |
NOTE 1 - ORGANIZATION
The Al Frank Fund (the Fund) is a diversified series of Northern Lights Fund Trust II (the Trust), which is registered under the Investment Company Act of 1940, as amended, (the 1940 Act) as an open-end management investment company. The investment objective of the Al Frank Fund is long-term capital appreciation. The Al Frank Fund Advisor Class commenced operations on April 30, 2006. Advisor Class Shares are offered at net asset value without the imposition of any sales charge. Effective at the close of business on April 7, 2022, all outstanding Investor Class shares of the Fund were converted to Advisor Class shares of the Fund and Investor Class shares of the Fund were no longer offered for sale to new investors. Investor Class shares had commenced operations on January 2, 1998.
NOTE 2 - SIGNIFICANT ACCOUNTING POLICIES
The following is a summary of significant accounting policies followed by the Fund in preparation of its financial statements. These policies are in conformity with accounting principles generally accepted in the United States of America (GAAP). The preparation of financial statements 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 income and expenses for the period. Actual results could differ from those estimates. The Fund is an investment company and accordingly follows the investment company accounting and reporting guidance of the Financial Accounting Standards Board (FASB) Accounting Standard Codification Topic 946 Financial Services – Investment Companies including FASB Accounting Standard Update ASU 2013-08.
| A. | Segment Reporting - An operating segment is defined as a component of a public entity that engages in business activities from which it may recognize revenues and incur expenses, has operating results that are regularly reviewed by the public entitys chief operating decision maker (CODM) to make decisions about resources to be allocated to the segment and assess its performance, and has discrete financial information available. The CODM is comprised of the portfolio manager and Principal Financial Officer of the Trust. The Fund operates as a single operating segment. The Funds income, expenses, assets, changes in net assets resulting from operations and performance are regularly monitored and assessed as a whole by the CODM responsible for oversight functions of the Fund, using the information presented in the financial statements and financial highlights. |
Accounting Pronouncement - The Fund adopted the FASB Accounting Standards Update 2023-09, Income Taxes (Topic 740) Improvements to Income Tax Disclosures (ASU 2023-09), which establishes new income tax disclosure requirements and modifies or eliminates certain existing disclosure provisions. The amendments in this ASU are intended to address investor requests for more transparency about income tax information and to improve the effectiveness of income tax disclosures. The Funds adoption of ASU 2023-09 did not have a material impact on the Funds financial statements.
| B. | Security Valuation: All investments in securities are recorded at their estimated fair value, as described in Note 3. |
| C. | Federal Income Taxes: It is the Funds policy to continue to comply with the requirements of the Internal Revenue Code applicable to regulated investment companies and to distribute substantially all of its taxable income to shareholders. Therefore, no provision for Federal income taxes has been recorded. |
The Fund recognizes the tax benefits of uncertain tax positions only where the position is more likely than not to be sustained assuming examination by tax authorities. Management has analyzed the Funds tax positions and has concluded that no liability for unrecognized tax benefits should be recorded related to uncertain tax positions taken on returns filed for open tax years ended December 31, 2022, to December 31, 2024 or expected to be taken in the Funds December 31, 2025 year-end tax returns. The Fund identifies its major tax jurisdictions as U.S. Federal and the state of Ohio. 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 in the next twelve months.
11
| Al Frank Fund |
| NOTES TO FINANCIAL STATEMENTS at June 30, 2026 (Unaudited)(Continued) |
| D. | 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 and distributions to shareholders are recorded on the ex-dividend date. Withholding taxes on foreign dividends have been provided for in accordance with the Funds understanding of the applicable countrys tax rules and rates. Non-cash dividends are included in dividend income on the ex-dividend date at the fair market value of the shares received. |
Investment income, expenses (other than those specific to the class of shares), and realized and unrealized gains and losses on investments are allocated to the separate classes of the Funds shares based upon their relative net assets on the date income is earned or expenses, realized and unrealized gains and losses are incurred. The Fund distributes substantially all net investment income, if any, and net realized capital gains, if any, annually. The amount of dividends and distributions to shareholders from net investment income and net realized capital gains is determined in accordance with Federal income tax regulations, which differs from accounting principles generally accepted in the United States of America. To the extent these book/tax differences are permanent, such amounts are reclassified within the capital accounts based on their Federal tax treatment.
| E. | Redemption Fees: The Fund charges a 2% redemption fee to shareholders who redeem shares held for 60 days or less. Such fees are retained by the Fund and accounted for as an addition to paid-in capital. For the six months ended June 30, 2026, the Al Frank Fund assessed $555 in redemption fees. |
| F. | Expenses – Expenses of the Trust that are directly identifiable to a specific fund are charged to that fund. Expenses, which are not readily identifiable to a specific fund, are allocated in such a manner as deemed equitable, taking into consideration the nature and type of expense and the relative size of the fund in the Trust. |
| G. | Indemnification – The Trust indemnifies its officers and Trustees for certain liabilities that may arise from the performance of their duties to the Trust. Additionally, in the normal course of business, the Fund enters into contracts that contain a variety of representations and warranties and which provide general indemnities. The Funds maximum exposure under these arrangements is unknown, as this would involve future claims that may be made against the Fund that have not yet occurred. However, based on experience, the risk of loss due to these warranties and indemnities appears to be remote. |
NOTE 3 - SECURITIES VALUATION
Securities listed on an exchange are valued at the last reported sale price at the close of the regular trading session of the primary exchange on the business day the value is being determined, or in the case of securities listed on NASDAQ at the NASDAQ Official Closing Price (NOCP). In the absence of a sale, such securities shall be valued at the mean between the current bid and ask prices on the day of valuation. Investments valued in currencies other than the U.S. dollar are converted to U.S. dollars using exchange rates obtained from pricing services. Investments in open-end investment companies are valued at net asset value. Short-term debt obligations having 60 days or less remaining until maturity, at time of purchase, may be valued at amortized cost.
The Fund may hold securities, such as private investments, interests in commodity pools, other non-traded securities or temporarily illiquid securities, for which market quotations are not readily available or are determined to be unreliable. These securities are valued using the fair value procedures approved by the Board. The Board has designated the adviser as its valuation designee (the Valuation Designee) to execute these procedures. The Board may also enlist third party consultants such as a valuation specialist at a public accounting firm, valuation consultant or financial officer of a security issuer on an as-needed basis to assist the Valuation Designee in determining a security-specific fair value. The Board is responsible for reviewing and approving fair value methodologies utilized by the Valuation Designee, approval of which shall be based upon whether the Valuation Designee followed the valuation procedures established by the Board.
12
| Al Frank Fund |
| NOTES TO FINANCIAL STATEMENTS at June 30, 2026 (Unaudited)(Continued) |
Fair Valuation Process – The applicable investments are valued by the Valuation Designee pursuant to valuation procedures established by the Board. For example, fair value determinations are required for the following securities: (i) securities for which market quotations are insufficient or not readily available on a particular business day (including securities for which there is a short and temporary lapse in the provision of a price by the regular pricing source); (ii) securities for which, in the judgment of the Valuation Designee, the prices or values available do not represent the fair value of the instrument; factors which may cause the Valuation Designee to make such a judgment include, but are not limited to, the following: only a bid price or an asked price is available; the spread between bid and asked prices is substantial; the frequency of sales; the thinness of the market; the size of reported trades; and actions of the securities markets, such as the suspension or limitation of trading; (iii) securities determined to be illiquid; and (iv) securities with respect to which an event that affects the value thereof has occurred (a significant event) since the closing prices were established on the principal exchange on which they are traded, but prior to a Funds calculation of its net asset value. Specifically, interests in commodity pools or managed futures pools are valued on a daily basis by reference to the closing market prices of each futures contract or other asset held by a pool, as adjusted for pool expenses. Restricted or illiquid securities, such as private investments or non-traded securities are valued based upon the current bid for the security from two or more independent dealers or other parties reasonably familiar with the facts and circumstances of the security (who should take into consideration all relevant factors as may be appropriate under the circumstances). If a current bid from such independent dealers or other independent parties is unavailable, the Valuation Designee shall determine the fair value of such security using the following factors: (i) the type of security; (ii) the cost at date of purchase; (iii) the size and nature of the Funds holdings; (iv) the discount from market value of unrestricted securities of the same class at the time of purchase and subsequent thereto; (v) information as to any transactions or offers with respect to the security; (vi) the nature and duration of restrictions on disposition of the security and the existence of any registration rights; (vii) how the yield of the security compares to similar securities of companies of similar or equal creditworthiness; (viii) the level of recent trades of similar or comparable securities; (ix) the liquidity characteristics of the security; (x) current market conditions; and (xi) the market value of any securities into which the security is convertible or exchangeable.
The Fund utilizes various methods to measure fair value of all of its investments on a recurring basis. GAAP establishes the hierarchy that prioritizes inputs to valuation methods. The three levels of input are:
Level 1 – Unadjusted quoted prices in active markets for identical assets and liabilities that 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 in an inactive market, prices for similar instruments, interest rates, prepayment speeds, credit risk, yield curves, default rates and similar data.
Level 3 – Unobservable inputs for the asset or liability, to the extent relevant observable inputs are not available, representing the Funds own assumptions about the assumptions a market participant would use in valuing the asset or liability, and would be based on the best information available.
The availability of observable inputs can vary from security to security and is affected by a wide variety of factors, including, for example, the type of security, whether the security is new and not yet established in the marketplace, the liquidity of 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.
13
| Al Frank Fund |
| NOTES TO FINANCIAL STATEMENTS at June 30, 2026 (Unaudited)(Continued) |
The inputs or methodology used for valuing securities are not necessarily an indication of the risk associated with investing in those securities. The following tables summarize the inputs used as of June 30, 2026 for the Funds assets measured at fair value:
| Al Frank Fund | ||||||||||||||||
| Common Stocks | Level 1 | Level 2 | Level 3 | Total | ||||||||||||
| Consumer Discretionary | $ | 4,150,670 | $ | — | $ | — | $ | 4,150,670 | ||||||||
| Consumer Staples | 1,373,763 | — | — | 1,373,763 | ||||||||||||
| Energy | 4,239,975 | — | — | 4,239,975 | ||||||||||||
| Financials | 16,224,068 | — | — | 16,224,068 | ||||||||||||
| Health Care | 8,796,127 | — | — | 8,796,127 | ||||||||||||
| Industrials | 12,713,448 | — | — | 12,713,448 | ||||||||||||
| Materials | 2,042,144 | — | — | 2,042,144 | ||||||||||||
| Media & Communications | 5,324,304 | — | — | 5,324,304 | ||||||||||||
| Real Estate & REITS | 2,001,690 | — | — | 2,001,690 | ||||||||||||
| Technology | 27,553,348 | — | — | 27,553,348 | ||||||||||||
| Total Common Stocks | 84,419,537 | — | — | 84,419,537 | ||||||||||||
| Short-Term Investment | ||||||||||||||||
| Money Market Fund | 6,425,462 | — | — | 6,425,462 | ||||||||||||
| Total Short-Term Investment | 6,425,462 | — | — | 6,425,462 | ||||||||||||
| Total Investments | $ | 90,844,999 | $ | — | $ | — | $ | 90,844,999 | ||||||||
There were no Level 3 securities held in the Fund during the six months ended June 30, 2026.
The Fund invested a significant percentage of assets in equity securities of companies that the Adviser believes are participating in and benefitting from technologies, innovations, technology themes, or technology trends. The types of companies represented in the Funds portfolio include, but are not limited to, companies falling within the information technology sector. Because of its concentration in this sector, the Funds investment performance will be closely tied to many factors which affect those companies. As a result, the Funds net asset value is more likely to have greater fluctuations than that of a fund which invests in other sectors.
NOTE 4 - INVESTMENT ADVISORY AGREEMENT AND TRANSACTIONS WITH RELATED PARTIES
Focus Partners Wealth, LLC serves as the Funds investment adviser (the Adviser). Pursuant to an investment advisory agreement with the Fund (the Advisory Agreement), the Adviser, under the oversight of the Board, directs the daily operations of the Fund and supervises the performance of administrative and professional services provided by others. As compensation for its services, the Fund pays the Adviser a management fee, computed and accrued daily and paid monthly, at an annual rate of 1.00% of the Funds average daily net assets (Advisory Fees).
For the six months ended June 30, 2026, the Adviser earned $405,708 in Advisory Fees.
Pursuant to a written contract (the Waiver Agreement), the Adviser has agreed, at least until April 30, 2028, to waive a portion of its advisory fee and has agreed to reimburse the Fund for other expenses to the extent necessary so that the total expenses incurred by the Fund (excluding any front-end or contingent deferred loads, brokerage fees and commissions, acquired fund fees and expenses, borrowing costs, (such as interest and dividend expense on securities sold short) taxes and extraordinary expenses such as litigation) do not exceed 1.24% of the Funds average net assets for Advisor Class shares. Any such reduction made by the Adviser in its fees or payment of expenses which are the Funds obligation are subject to reimbursement by the Fund to the Adviser, if so requested by the Adviser, only if (i) the reimbursement for fees and expenses is made within three years from the date the fees and expenses were initially waived or reimbursed and (ii) the aggregate amount actually paid by the Fund toward the operating expenses (taking into account the reimbursement) would not cause the Fund to exceed the expense limitation in effect at the time of the waiver or currently in effect, whichever is lower. Any such reimbursement is also contingent upon the Boards review and approval at the time the reimbursement is made. Such reimbursement may not be paid prior to the Funds payment of current ordinary operating expenses. For the six months ended June 30, 2026, the Adviser waived its fees in the amount of $62,745.
14
| Al Frank Fund |
| NOTES TO FINANCIAL STATEMENTS at June 30, 2026 (Unaudited)(Continued) |
Cumulative expenses subject to recapture pursuant to the aforementioned conditions expire by the dates as follows:
| 12/31/2026* | 12/31/2027* | 12/31/2028* |
| $ 146,969 | $ 159,025 | $ 159,595 |
| * | Waived or reimbursed by the Funds prior adviser, Kovitz investment Group Partners, LLC (Kovitz). Kovitz merged into the Adviser, an affiliate of Kovitz, on December 31, 2025. |
During the year ended December 31, 2025, $129,083 of previously waived fees expired unrecouped.
Distributor - The distributor for the Fund is Northern Lights Distributors LLC (the Distributor) and acts as the Funds principal underwriter in a continuous public offering of the Funds shares. The Fund did not pay any fees for distribution related services.
In addition, certain affiliates of the Distributor provide services to the Fund as follows:
Ultimus Fund Solutions, LLC (UFS) - an affiliate of the Distributor, provides administration, fund accounting, and transfer agent services to the Trust. Pursuant to separate servicing agreements with UFS, the Fund pays UFS customary fees for providing administration, fund accounting and transfer agency services to the Fund. Certain officers of the Trust are also officers of UFS, and are not paid any fees directly by the Fund for serving in such capacities.
Northern Lights Compliance Services, LLC (NLCS) - an affiliate of UFS and the Distributor, provides a Chief Compliance Officer to the Trust, as well as related compliance services, pursuant to a consulting agreement between NLCS and the Trust. Under the terms of such agreement, NLCS receives customary fees from the Fund.
Blu Giant, LLC (Blu Giant) – an affiliate of UFS and the Distributor, provides EDGAR conversion and filing services as well as print management services for the Fund on an ad-hoc basis. For the provision of these services, Blu Giant receives customary fees from the Fund.
The Trust engages an insurance broker affiliated with UFS for the purposes of assisting the Trust in obtaining its insurance policies.
NOTE 5 – PURCHASES AND SALES OF SECURITIES
For the six months ended June 30, 2026, the cost of purchases and the proceeds from sales of securities, excluding short-term securities, for the Fund was $3,840,645 and $10,612,041, respectively.
NOTE 6 - AGGREGATE UNREALIZED APPRECIATION & DEPRECIATION – TAX BASIS
| Cost for Federal Tax purposes | $ | 33,884,371 | ||
| Unrealized Appreciation | $ | 57,704,265 | ||
| Unrealized Depreciation | (743,637 | ) | ||
| Tax Net Unrealized Appreciation | $ | 56,960,628 |
15
| Al Frank Fund |
| NOTES TO FINANCIAL STATEMENTS at June 30, 2026 (Unaudited)(Continued) |
NOTE 7 – DISTRIBUTIONS TO SHAREHOLDERS AND TAX COMPONENTS OF CAPITAL
The tax character of portfolio distributions paid for the following years was as follows:
| Fiscal Year Ended | Fiscal Year Ended | |||||||
| December 31, 2025 | December 31, 2024 | |||||||
| Ordinary Income | $ | 764,899 | $ | 864,881 | ||||
| Long-Term Capital Gain | 5,227,796 | 5,530,950 | ||||||
| Return of Capital | — | — | ||||||
| $ | 5,992,695 | $ | 6,395,831 | |||||
As of December 31, 2025, the components of accumulated earnings on a tax basis were as follows:
| Undistributed | Undistributed | Post October Loss | Capital Loss | Other | Unrealized | Total | ||||||||||||||||||||
| Ordinary | Long-Term | and | Carry | Book/Tax | Appreciation/ | Distributable Earnings/ | ||||||||||||||||||||
| Income | Gains | Late Year Loss | Forwards | Differences | (Depreciation) | (Accumulated Deficit) | ||||||||||||||||||||
| $ | — | $ | — | $ | — | $ | — | $ | — | $ | 44,729,603 | $ | 44,729,603 | |||||||||||||
The difference between book basis and tax basis undistributed net investment income, accumulated net realized gain, and unrealized appreciation from investments is primarily attributable to the tax deferral of losses on wash sales and C-Corporation return of capital distributions.
During the fiscal period ended December 31, 2025, the Fund utilized tax equalization which is the use of earnings and profits distributions to shareholders on redemption of shares as part of the dividends paid deduction for income tax purposes. Permanent book and tax differences, primary attributable to adjustments for prior year tax returns, and use of tax equalization credits, resulted in reclassifications for the Fund for the fiscal year ended December 31, 2025, as follows:
| Paid In | Distributable | |||||
| Capital | Earnings | |||||
| $ | 26,056 | $ | (26,056 | ) | ||
NOTE 8 – CONTROL OWNERSHIP
The beneficial ownership, either directly or indirectly, of more than 25% of the voting securities of the Fund creates presumption of control of the Fund, under Section 2(a)(9) of the 1940 Act. As of June 30, 2026, Charles Schwab and Co. held approximately 34.1% of the voting securities of the Fund.
NOTE 9 – SUBSEQUENT EVENTS
Subsequent events after the date of the Statement of Assets and Liabilities have been evaluated through the date the financial statements were issued. Management has determined that no events or transactions occurred requiring adjustment or disclosure in the financial statements.
16
| Al Frank Fund |
| ADDITIONAL INFORMATION at June 30, 2026 (Unaudited) |
Changes in and Disagreements with Accountants
Not applicable
Proxy Disclosures
At a Special Meeting of Shareholders of the Northern Lights Funds trust II (the Trust), held at the offices of Ultimus Fund Solutions, LLC, 80 Arkay Drive, Suite 110, Hauppauge, NY 11788, on May 21, 2026, Trust shareholders of record voted to approve a new investment advisory agreement between the Trust and Focus Partners Wealth, LLC, on behalf of the Al Frank Fund (the Fund).
At the close of business January 15, 2026, the record date for the Special Meeting of Shareholders, there were outstanding 2,548,705 shares of beneficial interest of the Fund. Accordingly, shares represented in person and by proxy at the Special Meeting of Shareholders equaled 51.41% of the outstanding shares of the Fund. Therefore, a quorum was present for the Fund.
With respect to approval of the proposed investment advisory agreement the following votes were cast:
| Shares Voted in Favor: | 1,221,323 |
| Shares Voted Against: | 18,562 |
| Abstentions: | 70,313 |
Remuneration Paid to Directors, Officers and Others
Refer to the financial statements included herein.
Statement Regarding Basis for Approval of Investment Advisory Agreement
Not applicable
17
Advisor
Focus Partners Wealth, LLC
190 Carondelet Plaza, Suite 600
St. Louis, MO 63105
alfrankfunds.com
Distributor
Northern Lights Distributors, LLC
4221 North 203rd Street, Suite 100
Elkhorn, NE 68022
Transfer Agent
Ultimus Fund Solutions, LLC
4221 North 203rd Street, Suite 100
Elkhorn, NE 68022
18
If you have any questions or need help with your account, call our customer service team at:
888.263.6443
The Al Frank Funds web site contains resources for both current and potential shareholders, including:
| ● | Performance through the most recent quarter and month-end |
| ● | Applications, including new account forms, IRA and IRA transfer forms |
| ● | Electronic copies of the Prospectus, Annual Report and Semi-Annual Report |
All of this information and more is available at:
alfrankfunds.com
Must be preceded or accompanied by a prospectus. Please refer to the prospectus for important information about the investment company, including investment objectives, risks, charges and expenses.
Small company investing involves greater volatility, limited liquidity and other risks.
Item 8. Changes in and Disagreements with Accountants for Open-End Management Investment Companies.
Not applicable.
Item 9. Proxy Disclosures for Open-End Management Investment Companies.
Included under Item 7
Item 10. Remuneration Paid to Directors, Officers, and Others of Open-End Management Investment Companies.
Included under Item 7
Item 11. Statement Regarding Basis for Approval of Investment Advisory Contract.
Not applicable.
Item 12. Disclosure of Proxy Voting Policies and Procedures for Closed-End Management Investment Companies.
Not applicable
Item 13. Portfolio Managers of Closed-End Management Investment Companies.
Not applicable
Item 14. Purchases of Equity Securities by Closed-End Management Investment Company and Affiliated Purchasers.
Not applicable
Item 15. Submission of Matters to a Vote of Security Holders.
None
Item 16. Controls and Procedures
(a) The registrants Principal Executive Officer and Principal Financial Officer have concluded that the registrants disclosure controls and procedures (as defined in Rule 30a-3(c) under the Act) are effective in design and operation and are sufficient to form the basis of the certifications required by Rule 30a-(2) under the Act, based on their evaluation of these disclosure controls and procedures as of a date within 90 days of this report on Form N-CSR.
(b) There were no changes in the registrants internal control over financial reporting (as defined in Rule 30a-3(d) under the Act) during the period covered by this report that have materially affected, or are reasonably likely to materially affect, the registrants internal control over financial reporting.
Item 17. Disclosure of Securities Lending Activities for Closed-End Management Investment Companies.
Not applicable
Item 18. Recovery of Erroneously Awarded Compensation.
(a) Not applicable
(b) Not applicable
Item 19. Exhibits.
(a)(1) Not applicable
(a)(2) Not applicable
(a)(3) A separate certification for each principal executive officer and principal financial officer of the registrant as required by Rule 30a-2(a) under the Act (17 CFR 270.30a-2(a)): Attached hereto.
(a)(4) Not applicable
(b) Certifications required by Rule 30a-2(b) under the Act (17 CFR 270.30a-2(b)): Attached hereto
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934 and the Investment Company Act of 1940, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
| (Registrant) | Northern Lights Fund Trust II |
By (Signature and Title)
| /s/ Kevin E. Wolf |
| Kevin E. Wolf, Principal Executive Officer/President |
| Date | 9/4/26 |
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/ Kevin E. Wolf |
| Kevin E. Wolf, Principal Executive Officer/President |
| Date | 9/4/26 |
By (Signature and Title)
| /s/ Erik Naviloff |
| Erik Naviloff, Principal Financial Officer/Treasurer |
| Date | 9/4/26 |