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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

 

FORM N-CSR

 

CERTIFIED SHAREHOLDER REPORT OF REGISTERED
MANAGEMENT INVESTMENT COMPANIES

 

Investment Company Act file number (811-23793)

 

Tidal Trust II
(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 II

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: July 31

 

Date of reporting period: July 31, 2026

 

 

 

Item 1. Reports to Stockholders.

 

 

DGA Core Plus Absolute Return ETF Tailored Shareholder Report

 

DGA Core Plus Absolute Return ETF Tailored Shareholder Report

annual shareholder report July 31, 2026

DGA Core Plus Absolute Return ETF

TICKER: HF (listed on New York Stock Exchange, LLC)

This annual shareholder report contains important information about the DGA Core Plus Absolute Return ETF (the "Fund") for the period August 1, 2025 to July 31, 2026. You can find additional information about the Fund at www.daysadvisors.com/fund-details/. You can also request this information by contacting us at (833) 551-0417 or by writing to the DGA Core Plus Absolute Return ETF, c/o U.S. Bank Global Fund Services, P.O. Box 701, Milwaukee, Wisconsin 53201-0701.

 

What were the Fund costs for the past year?

(based on a hypothetical $10,000 investment)

Fund Name
Costs of a $10,000 investment
Costs paid as a percentage of a $10,000 investment
DGA Core Plus Absolute Return ETF
$141
1.35%

 

Cumulative Performance

(Initial Investment of $10,000)

Date
DGA Core Plus Absolute Return ETF - at NAV - $21,127
S&P 500® Total Return Index - $31,604
S&P Target Risk Moderate Gross Total Return Index - $16,968
11/26/2018
10000
10000
10000
7/31/2019
11669
11299
10923
7/31/2020
12628
12650
11823
7/31/2021
14537
17260
13434
7/31/2022
15167
16460
12245
7/31/2023
16694
18602
12714
7/31/2024
19292
22722
14049
7/31/2025
19349
26433
15281
7/31/2026
21127
31604
16968
line

Annual Performance

Average Annual Returns
for the Periods Ended
July 31, 2026
1 Year
3 Year
5 Year
Since Inception (11/26/2018)
DGA Core Plus Absolute Return ETF - at NAV
9.19%
8.17%
7.76%
10.23%
S&P 500 Total Return Index
19.56%
19.32%
12.86%
16.17%
S&P Target Risk Moderate Gross Total Return Index
11.04%
10.10%
4.78%
7.13%

The Fund's past performance is not a good indicator of how the Fund will perform in the future. The graph and table do not reflect the deduction of taxes that a shareholder would pay on fund distributions or redemption of fund shares. Performance prior to August 1, 2023 is that of another investment vehicle (the "Predecessor Account") before the commencement of the Fund's operations. The Predecessor Account was converted into the Fund on August 2, 2023. The Predecessor Account was not registered under the 1940 Act and therefore was not subject to certain restrictions imposed by the 1940 Act on registered investment companies and by the Internal Revenue Code of 1986 on regulated investment companies. If the Predecessor Account had been registered under the 1940 Act, the Predecessor Account's performance may have been adversely affected. Returns for the Fund's shares reflect all charges, expenses, and fees of the Predecessor Account.

Visit www.daysadvisors.com/fund-details/ for more recent performance information.

How did the Fund perform in the past year?

To understand the Fund performance over the past year, it's essential to first frame the fund through the proper investing lens of absolute return. Absolute return investing differs from relative return investing and is defined not by a desire to beat a market index in any given year, but by targeting a goal of producing positive risk-adjusted returns over time, regardless of broad market direction. These strategies differ from traditional vehicles in several key respects:

  1. They operate free from benchmark constraints, which enables opportunistic allocation and capital preservation under duress.
  2. Investment managers are empowered to execute both long and short exposures actively, exploit relative pricing anomalies, and dynamically hedge risk.
  3. Portfolios are constructed to control correlations, not just to equities and bonds, but also across strategy types and market regimes.
  4. Classical absolute return managers define their risk lens as the potential for permanent capital impairment, not merely portfolio volatility.
  5. The goal is to provide consistent capital stability across long-horizon allocations that involve complete market cycles and underemphasize episodic outperformance.
  6. Volatility is rigorously managed as first-order risk, rather than a byproduct of growth-seeking investor behavior.

The Fund continued to deliver investors long-horizon absolute returns for patient capital. Additionally, over the performance period, the Fund has consistently produced steadfast, uncorrelated investment returns during periods of heightened global volatility, serving as a buffer to traditional asset classes for investors.

 

DGA Core Plus Absolute Return ETF Tailored Shareholder Report

 

DGA Core Plus Absolute Return ETF Tailored Shareholder Report

How did the Fund perform last year and what affected its performance?

The Fund performed in line with our expectations for absolute return mandated funds. In this section, we briefly summarize the key factors that affected the performance of the DGA Core Plus Absolute Return ETF. These factors included relevant market conditions, investment strategies, and techniques employed by the fund's investment adviser.

What factors influenced performance?

Market Conditions

The global market environment over the period was a challenging geopolitical macro landscape. The Fund maintained risk and capital-preservation discipline amid heightened volatility and rising inflation pressures.

Investment Strategies and Techniques

The Fund’s core investment approach remained consistent, guided by a disciplined absolute return framework:

- When tracked momentum conditions deteriorate, the portfolio repositions toward exposures with higher market correlation and applies hedges to preserve capital.

- When momentum conditions improve, the portfolio shifts toward exposures with lower market correlation, employs selective leverage, and captures alpha opportunities.

Throughout the reporting period, the Fund applied these principles through model-driven decision support, advanced signal analysis, and the discretion of experienced managers. The portfolio actively cycled through hedged and moderate portfolio stances, dynamically scaling the use of inverse ETFs, correlation tilts, and leverage to align with evolving global conditions. This adaptability allowed the Fund to maintain its record of market resilience.

Positioning

Global macro conditions:

• Uncertain

Risk positioning:

• Hedged

• Moderate

Strategy:

• Core

• No deviation

Techniques employed:

• Model-driven decision support

• Signal Analysis

• Experienced manager discretion

Portfolio construction:

• Leverage

• Correlations

• Inverse ETFs

 

DGA Core Plus Absolute Return ETF Tailored Shareholder Report

 

DGA Core Plus Absolute Return ETF Tailored Shareholder Report

Key Fund Statistics

(as of July 31, 2026)

Fund Size (Thousands)
$20,463
Number of Holdings
16
Total Advisory Fee Paid
$266,096
Portfolio Turnover Rate
345%

What did the Fund invest in?

(as of July 31, 2026)

Security Type Breakdown

(% of Net Assets)

sector
%
Exchange Traded Funds
99.7%
Cash & Cash Equivalents
0.3%
bar

 

Percentages are based on net assets. Cash & Cash Equivalents represents cash, short-term investments and liabilities in excess of other assets.

 

 

 

 

 

 

 

 

 

Top Holdings
(% of Net Assets)
ProShares Short S&P 500
19.0%
Vanguard Morningstar Value ETF
9.0%
State Street SPDR Portfolio S&P 500
Value ETF
9.0%
State Street SPDR Portfolio S&P 500
Growth ETF
8.9%
Vanguard Morningstar Growth ETF
8.9%
iShares MSCI ACWI ETF
7.0%
Vanguard Total World Stock ETF
7.0%
Schwab US Dividend Equity ETF
5.1%
State Street SPDR Portfolio S&P 500
High Dividend ETF
5.0%
Schwab US Broad Market ETF
5.0%

Fund Changes

There have been no changes.

For additional information about the Fund, including its prospectus, financial information, holdings and proxy voting information, visit www.daysadvisors.com/fund-details/.

Householding

Householding is an option available to certain investors of the Fund. Householding is a method of delivery, based on the preference of the individual investor, in which a single copy of certain shareholder documents can be delivered to investors who share the same address, even if their accounts are registered under different names. Householding for the Fund is available through certain broker-dealers. If you are interested in enrolling in householding and receiving a single copy of prospectuses and other shareholder documents, please contact your broker-dealer. If you are currently enrolled in householding and wish to change your householding status, please contact your broker-dealer.

 

DGA Core Plus Absolute Return ETF Tailored Shareholder Report

 

 

 

 

Item 2. Code of Ethics.

 

The registrant has adopted a code of ethics that applies to the registrant’s principal executive officer and principal financial officer. The registrant has not made any substantive amendments to its code of ethics during the period covered by this report. The registrant has not granted any waivers from any provisions of the code of ethics during the period covered by this report.

 

A copy of the registrant’s Code of Ethics is filed herewith.

 

Item 3. Audit Committee Financial Expert.

 

The registrant’s Board of Trustees of the Trust has determined that there is at least one audit committee financial expert serving on its audit committee. Mr. David Norris is the “audit committee financial expert” and is considered to be “independent” as each term is defined in Item 3 of Form N-CSR.

 

Item 4. Principal Accountant Fees and Services.

 

The registrant has engaged its principal accountant to perform audit services, audit-related services, tax services and other services during the past two fiscal years. “Audit services” refer to performing an audit of the registrant's annual financial statements or services that are normally provided by the accountant in connection with statutory and regulatory filings or engagements for these fiscal years. “Audit-related services” refer to the assurance and related services by the principal accountant that are reasonably related to the performance of the audit. “Tax services” refer to professional services rendered by the principal accountant for tax compliance, tax advice, and tax planning. There were no “Other services” provided by the principal accountant. The following table details the aggregate fees billed or expected to be billed for the two fiscal years for audit fees, audit-related fees, tax fees and other fees by the principal accountant.

 

DGA Core Plus Absolute Return ETF

 

  FYE 7/31/2026 FYE 7/31/2025
( a ) Audit Fees $13,250 $13,000
( b ) Audit-Related Fees N/A N/A
( c ) Tax Fees $3,100 $3,000
( d ) All Other Fees N/A N/A

 

Services that the Fund’s Independent Registered Public Accounting Firm Billed to the Adviser and Affiliated Fund Service Providers

 

The following table shows the amount of fees billed by Cohen to the Adviser and any entities that provide ongoing services to the Fund, for engagements directed related to the Fund’s operations and financial reporting, during the Fund’s last two fiscal years.

 

  FYE 7/31/2026 FYE 7/31/2025
(a)   Audit-Related Fees N/A N/A
(b)   Tax Fees $495,000 N/A
(c)   All other fees N/A N/A

 

 

 

 

The above “Tax Fees” were billed in connection with tax compliance services and agreed upon procedures.

 

(e)(1) The audit committee has adopted pre-approval policies and procedures that require the audit committee to pre-approve all audit and non-audit services of the registrant, including services provided to any entity affiliated with the registrant.

 

(e)(2) The percentage of fees billed by Cohen & Company, Ltd. applicable to non-audit services pursuant to waiver of pre-approval requirement were as follows:

 

Non-Audit Related Fees FYE 7/31/2026 FYE 7/31/2025
Registrant N/A N/A
Registrant’s Investment Adviser N/A N/A

 

(f) All of the principal accountant’s hours spent on auditing the registrant’s financial statements were attributed to work performed by full-time permanent employees of the principal accountant.

 

(g) The following table indicates the non-audit fees billed or expected to be billed by the registrant’s accountant for services to the registrant and to the registrant’s investment adviser (and any other controlling entity, etc.—not sub-adviser) for the last two years:

 

Fiscal Year Ended July 31,

Total 

Non-Audit Fees Billed to Fund 

(A)

Total Non-Audit Fees billed to the registrant and to the registrant’s investment adviser (engagements related directly to the operations and financial reporting of the Fund) 

(B)

Total Non-Audit Fees billed to the registrant and to the registrant’s investment adviser (all other engagements) 

(C)

 

Total of 

(A), (B) and (C)

2026 $3,100 $495,000 N/A $498,100
2025 3,000 N/A N/A 3,000

 

(h) The audit committee of the board of trustees/directors has considered whether the provision of non-audit services that were rendered to the registrant's investment adviser is compatible with maintaining the principal accountant's independence and has concluded that the provision of such non-audit services by the accountant has not compromised the accountant’s independence.

 

(i) The registrant has not been identified by the U.S. Securities and Exchange Commission as having filed an annual report issued by a registered public accounting firm branch or office that is located in a foreign jurisdiction where the Public Company Accounting Oversight Board is unable to inspect or completely investigate because of a position taken by an authority in that jurisdiction.

 

(j) The registrant is not a foreign issuer.

 

Item 5. Audit Committee of Listed Registrants.

 

(a) The registrant is an issuer as defined in Rule 10A-3 under the Securities Exchange Act of 1934, (the “Act”) and has a separately-designated standing audit committee established in accordance with Section 3(a)(58)(A) of the Act. The independent members of the committee are as follows: Javier Marquina, Michelle McDonough, David Norris, and Domenick Pugliese.

 

(b) Not applicable

 

Item 6. Investments.

 

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

 

(b) Not applicable.

 

 

 

 

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

 

 

Financial Statements
July 31, 2026

 

Tidal Trust II

DGA Core Plus Absolute Return ETF     | HF | New York Stock Exchange LLC

 

 

 

DGA Core Plus Absolute Return ETF

 

Table of Contents

 

Page
Schedule of Investments 1
Statement of Assets and Liabilities 2
Statement of Operations 3
Statements of Changes in Net Assets 4
Financial Highlights 5
Notes to the Financial Statements 6
Report of Independent Registered Public Accounting Firm 14

Other Non-Audited Information

15

 

 

 

DGA Core Plus Absolute Return ETF
Schedule of Investments
July 31, 2026

EXCHANGE TRADED FUNDS - 99.7%   Shares     Value  
iShares Core S&P 500 ETF     543     $ 407,424  
iShares Core S&P Total U.S. Stock Market ETF     6,215       1,016,836  
iShares MSCI ACWI ETF     9,133       1,428,675  
ProShares Short S&P 500     117,277       3,888,905  
Schwab US Broad Market ETF     35,246       1,016,847  
Schwab US Dividend Equity ETF     31,123       1,041,687  
State Street SPDR Portfolio S&P 500 Growth ETF     15,549       1,821,410  
State Street SPDR Portfolio S&P 500 High Dividend ETF     20,718       1,025,541  
State Street SPDR Portfolio S&P 500 Value ETF     29,731       1,845,106  
State Street SPDR S&P 500 ETF Trust     546       407,879  
Vanguard Morningstar Growth ETF     21,310       1,815,612  
Vanguard Morningstar Total Stock Market ETF     2,761       1,016,628  
Vanguard Morningstar Value ETF     8,399       1,847,360  
Vanguard S&P 500 ETF     594       407,870  
Vanguard Total World Stock ETF     9,142       1,424,872  
                 
TOTAL EXCHANGE TRADED FUNDS (Cost $19,838,131)             20,412,652  

 

SHORT-TERM INVESTMENTS - 0.4%            
Money Market Funds - 0.4%   Shares     Value  
First American Government Obligations Fund - Class X, 3.58%(a)     73,463       73,463  
                 
TOTAL SHORT-TERM INVESTMENTS (Cost $73,463)             73,463  
                 
TOTAL INVESTMENTS - 100.1% (Cost $19,911,594)           $ 20,486,115  
Liabilities in Excess of Other Assets - (0.1)%             (23,112 )
TOTAL NET ASSETS - 100.0%           $ 20,463,003  
                 
Percentages are stated as a percent of net assets.                

 

(a) The rate shown represents the 7-day annualized effective yield as of July 31, 2026.

 

1

 

The accompanying notes are an integral part of these financial statements.

 

 

 

 

Statement of Assets and Liabilities

 

July 31, 2026

 

    DGA Core Plus
Absolute Return ETF
 
ASSETS:      
Investments, at value (cost $19,911,594) (Note 2)   $ 20,486,115  
Interest receivable     363  
Total assets     20,486,478  
         
LIABILITIES:        
Payable to adviser (Note 4)     23,475  
Total liabilities     23,475  
NET ASSETS   $ 20,463,003  
         
NET ASSETS CONSISTS OF:        
Paid-in capital   $ 19,958,870  
Total distributable earnings/(accumulated losses)     504,133  
Total Net Assets   $ 20,463,003  
         
Net assets   $ 20,463,003  
Shares issued and outstanding(a)     917,000  
Net asset value per share   $ 22.32  

 

(a) Unlimited shares authorized without par value.

 

2

 

The accompanying notes are an integral part of these financial statements.

 

 

 

 

Statement of Operations

 

For the Year Ended July 31, 2026

 

    DGA Core Plus Absolute
Return ETF
 
INVESTMENT INCOME:      
Dividend income   $ 471,404  
Interest income     1,435  
Total investment income     472,839  
         
EXPENSES:        
Investment advisory fee (Note 4)     295,662  
Total expenses     295,662  
Expense reimbursement by Adviser (Note 4)     (29,566)
Net expenses     266,096  
NET INVESTMENT INCOME (LOSS)     206,743  
         
REALIZED AND UNREALIZED GAIN (LOSS)        
Net realized gain (loss) from:        
Investments     281,741  
In-kind redemptions     1,971,648  
Distributions received from other investment companies     11,665  
Net realized gain (loss)     2,265,054  
Net change in unrealized appreciation (depreciation) on:        
Investments     (733,984)
Net change in unrealized appreciation (depreciation)     (733,984)
Net realized and unrealized gain (loss)     1,531,070  
NET INCREASE (DECREASE) IN NET ASSETS RESULTING FROM OPERATIONS   $ 1,737,813  

 

3

 

The accompanying notes are an integral part of these financial statements.

 

 

 

 

Statements of Changes in Net Assets

 

    DGA Core Plus Absolute Return ETF  
    Year Ended July
31, 2026
    Year Ended July
31, 2025
 
OPERATIONS:                
Net investment income (loss)   $ 206,743     $ 242,674  
Net realized gain (loss)     2,265,054       (59,374 )
Net change in unrealized appreciation (depreciation)     (733,984 )     (161,803 )
Net increase (decrease) in net assets resulting from operations     1,737,813       21,497  
                 
DISTRIBUTIONS TO SHAREHOLDERS:                
From earnings     (181,862 )     (2,032,524 )
Total distributions to shareholders     (181,862 )     (2,032,524 )
                 
CAPITAL TRANSACTIONS:                
Subscriptions     22,357,212       4,279,302  
Redemptions     (22,367,650 )     (2,027,005 )
Net increase (decrease) in net assets from capital transactions     (10,438 )     2,252,297  
                 
NET INCREASE (DECREASE) IN NET ASSETS     1,545,513       241,270  
                 
NET ASSETS:                
Beginning of the period     18,917,490       18,676,220  
End of the period   $ 20,463,003     $ 18,917,490  
                 
SHARES TRANSACTIONS                
Subscriptions     1,050,000       200,000  
Redemptions     (1,050,000 )     (100,000 )
Total increase (decrease) in shares outstanding     –       100,000  

 

4

 

The accompanying notes are an integral part of these financial statements.

 

 

 

 

Financial Highlights

For a share outstanding throughout the periods presented

 

    Year Ended
July 31, 2026
  Year Ended
July 31, 2025
  Period Ended
July 31, 2024
(a)
PER SHARE DATA:            
             
Net asset value, beginning of period   $20.63   $22.86   $19.99
             
INVESTMENT OPERATIONS:            
Net investment income (loss)(b)(c)   0.22   0.27   0.33
Net realized and unrealized gain (loss)(d)   1.67   (0.22)   3.05
Total from investment operations   1.89   0.05   3.38
             
LESS DISTRIBUTIONS FROM:            
Net investment income   (0.20)   (2.25)   (0.51)
Net realized gains   –   (0.03)   –
Total distributions   (0.20)   (2.28)   (0.51)
             
Net asset value, end of period   $22.32   $20.63   $22.86
             
TOTAL RETURN(e)   9.19%   0.30%   17.18%
             
SUPPLEMENTAL DATA AND RATIOS:            
Net assets, end of year (in thousands)   $20,463   $18,917   $18,676
Ratio of expenses to average net assets:            
Before Investment Advisory Fees waived(f)(g)   1.50%   1.51%   1.51%
After Investment Advisory Fees waived(f)(g)   1.35%   1.36%   1.36%
Ratio of tax expense to average net assets(f)   –%   0.01%   0.01%
Ratio of operational expenses to average net assets (f)(g)   1.35%   1.35%   1.35%
Ratio of net investment income to average net assets(f)(g)   1.05%   1.27%   1.54%
Portfolio turnover rate(e)(h)   345%   731%   642%

 

(a) Inception date of the fund was August 2, 2023.

(b) Net investment income (loss) per share has been calculated based on average shares outstanding during the periods.

(c) Recognition of net investment income by the Fund is affected by the timing of the declaration of dividends by the underlying exchange traded funds in which the Fund invests. The ratio does not include net investment income of the exchange traded funds in which the Fund invests.

(d) 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.

(e) Not annualized for periods less than one year.

(f) Annualized for periods less than one year.

(g) These ratios exclude the impact of expenses of the underlying exchange traded funds as represented in the Schedule of Investments. Recognition of net investment income by the Fund is affected by the timing of the underlying exchange traded funds in which the Fund invests.

(h) Portfolio turnover rate excludes in-kind transactions, if any.

 

5 

 

The accompanying notes are an integral part of these financial statements.

 

 

 

 

Notes to Financial Statements

 

July 31, 2026

 

NOTE 1 - ORGANIZATION

 

The DGA Core Plus Absolute Return ETF (the “Fund”) is a diversified series of Tidal Trust II (the “Trust”). The Trust was organized as a Delaware statutory trust on January 13, 2022 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 Montrose Estate Capital Management, LLC, doing business as Days Global Advisors (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 August 2, 2023.

 

The Sub-Adviser managed the assets of a separately managed account (the “Predecessor Account”) pursuant to the same investment strategy as the Fund. As part of the Fund’s commencement of operations, the Fund received an in-kind contribution from the Predecessor Account, which consisted of cash and $4,733,992 of securities which were recorded at their current value to align the Fund’s performance with ongoing financial reporting. However, as the transaction was determined to be a non-taxable transaction by management, the Fund elected to retain the securities’ original cost basis for tax purposes. The cost of the contributed securities as of August 2, 2023 was $4,461,110, resulting in unrealized appreciation on investments of $272,882 as of that date for tax purposes. As a result of the in-kind contribution, the Fund issued 242,000 Shares at a $19.99 per Share net asset value (“NAV”). Costs incurred by the Fund in connection with the conversion were paid by the Sub-Adviser and Adviser.

 

The investment objective of the Fund is to seek long-term capital appreciation as a primary objective, with capital preservation as a secondary objective. The Fund is a “fund-of-exchange-traded funds (“ETFs”), and the Sub-Adviser invests all of the Fund’s assets in unaffiliated ETFs that are listed on U.S. stock exchanges (“Underlying ETFs”).

 

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, including exchange traded funds, 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.

 

6 

 

 

 

 

Notes to Financial Statements

 

July 31, 2026

 

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 July 31, 2026:

 

    Level 1     Level 2     Level 3     Total  
Investments:                        
Exchange Traded Funds   $ 20,412,652     $ –     $ –     $ 20,412,652  
Money Market Funds     73,463       –       –       73,463  
Total Investments   $ 20,486,115     $ –     $ –     $ 20,486,115  

 

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 of 1986, as amended (the “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.

 

7 

 

 

 

 

Notes to Financial Statements

 

July 31, 2026

 

As of July 31, 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.

 

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. 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.

 

Reclassification of Capital Accounts. U.S. GAAP requires that certain components of net assets relating to permanent differences be reclassified between financial and tax reporting. These reclassifications have no effect on net assets or NAV per Share. These differences are primarily due to a change in Paid-in capital due to redemptions in-kind. For the year ended July 31, 2026, the following adjustments were made:

 

8 

 

 

 

 

Notes to Financial Statements

 

July 31, 2026

 

Paid-In Capital

Total Distributable
Earnings/(Accumulated Losses)
$1,869,487 $(1,869,487)

 

NOTE 3 - PRINCIPAL INVESTMENT RISKS

 

Underlying ETFs Risks. The Fund will incur higher and duplicative expenses because it invests in Underlying ETFs. There is also the risk that the Fund may suffer losses due to the investment practices of the Underlying ETFs. The Fund will be subject to substantially the same risks as those associated with the direct ownership of securities held by the Underlying ETFs. Additionally, the market price of the shares of an Underlying ETF in which the Fund invests will fluctuate based on changes in the NAV, as well as changes in the supply and demand of its shares in the secondary market. It is also possible that an active secondary market for an Underlying ETF’s shares may not develop, and market trading in the shares of the Underlying ETF may be halted under certain circumstances. Underlying ETFs are also subject to the “ETF Risks” described in the Fund’s prospectus.

 

Underlying Leveraged and Inverse ETF Risk. When the Fund invests in Underlying ETFs that seek to provide investment results that are the inverse of the performance of an underlying index, the Fund will indirectly be subject to the risk that the performance of such Underlying ETFs will fall as the performance of the Underlying ETF’s benchmark rises - a result that is the opposite from traditional mutual funds. In addition, the Underlying ETFs held by the Fund may utilize leverage (i.e., borrowing) to acquire their underlying portfolio investments. The use of leverage may exaggerate changes in an Underlying ETF’s share price and the return on its investments. Accordingly, the value of the Fund’s investments in Underlying ETFs may be more volatile and all other risks, including the risk of loss of an investment, tend to be compounded or magnified. Any losses suffered by an Underlying ETF as a result of the use of leverage could adversely affect the Fund’s NAV and an investor could incur a loss in their investment in the Fund. Inverse and leveraged Underlying ETFs are designed to achieve their objectives for a single day only. For periods longer than a single day, a leveraged or inverse Underlying ETF will lose money when the level of the underlying index is flat over time, and it is possible that a leveraged or inverse Underlying ETF will lose money over time even if the level of the underlying index rises or, in the case of an inverse Underlying ETF, falls. Longer holding periods, higher index volatility, greater leverage and inverse exposure each exacerbate the impact of compounding on a fund’s returns.

 

Models and Data Risk. The composition of the Fund’s portfolio is heavily dependent on proprietary investment models (“Models”) as well as information and data supplied by third parties (“Data”). To the extent the Model does not perform as designed or as intended, or there are errors in the Model’s design or coding, or events occur which were not contemplated by the Model, the Fund’s strategy may not be successfully implemented, and the Fund may lose value. If the Data is stale, incorrect, or incomplete, any decisions made in reliance thereon may lead to the inclusion or exclusion of securities that would have been excluded or included had the Model or Data been correct and complete. Similarly, if Data is unavailable, it may lead to the inclusion or exclusion of securities that would have been excluded or included had the Data been available.

 

Some of the Models used to construct the Fund are predictive in nature. The use of predictive Models has inherent risks. For example, the Models may incorrectly forecast future behavior, leading to potential losses. In addition, in unforeseen or certain low-probability scenarios (often involving a market disruption of some kind), the Models may produce unexpected results, which can result in losses for the Fund.

 

As with any investment, there is a risk that you could lose all or a portion of your principal investment in the Fund. The Fund is subject to the above principal risks, as well as other principal risks which may adversely affect the Fund’s NAV, trading price, yield, total return and/or ability to meet its objective. For more information about the risks of investing in the Fund, see the section in the Fund’s Prospectus titled “Additional Information About the Fund — Principal Investment Risks.”

 

9 

 

 

 

 

Notes to Financial Statements

 

July 31, 2026

 

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”) based on the average daily net assets of the Fund as follows:

 

Investment Advisory Fee Investment Advisory Fee After Waiver
1.50% 1.35%

 

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, accounting, 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 borrowing made for investment purposes, 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, litigation expenses, and other non-routine or 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 calculated daily and paid monthly to the Adviser. Investment Advisory Fees for the period ended July 31, 2026 are disclosed in the Statement of Operations.

 

The Adviser has agreed to reduce its Investment Advisory Fee to 1.35% of the Fund’s average daily net assets through at least November 30, 2026. To the extent the Fund incurs Excluded Expenses, total annual fund operating expenses after fee waiver will be higher than 1.35% as a percentage of the Fund’s average daily net assets. The agreement may be terminated only by, or with the consent of, the Board, on behalf of the Fund, upon sixty (60) days’ written notice to the Adviser. This agreement may not be terminated by the Adviser without the consent of the Board. Any fees waived with respect to the Fund under this agreement are not subject to reimbursement to the Adviser by the Fund. The fee waiver is not subject to recoupment.

 

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 jointly 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 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 ETF Services LLC (“Tidal”), a Tidal Financial Group company and an affiliate of the Adviser.

 

Tidal serves as the Fund’s administrator and, in that capacity, performs various administrative, compliance and management (other than investment advisory services) services for the Fund. Tidal coordinates the payment of Fund-related expenses and manages the Trust’s relationships with its various service providers. As compensation for the services it provides, Tidal receives a fee based on the Fund’s average daily net assets, subject to a minimum annual fee. Tidal also is entitled to certain out-of-pocket expenses for the services mentioned above.

 

10 

 

 

 

 

Notes to Financial Statements

 

July 31, 2026

 

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, administrative, transfer agent and management services (other than investment advisory services) for the Fund. U.S. Bank N.A. (the “Custodian”), an affiliate of Fund Services, serves as the Fund's custodian. Prior to April 1, 2026, Fund Services also served as the Fund's sub-administrator.

 

Foreside Fund Services, LLC, (the “Distributor”) acts as the Fund’s principal underwriter in a continuous public offering of the Fund’s Shares.

 

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 year ended July 31, 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 $67,650,768 and $68,974,966, respectively.

 

For the year ended July 31, 2026, there were no purchases or sales of long-term U.S. government securities.

 

For the year ended July 31, 2026, in-kind transactions associated with creations and redemptions for the Fund were as $22,162,340 and $20,855,201, respectively.

 

11 

 

 

 

 

Notes to Financial Statements

 

July 31, 2026

 

NOTE 7 - INCOME TAXES AND DISTRIBUTIONS TO SHAREHOLDERS

 

The tax character of distributions paid during the fiscal year ended July 31, 2026 and the prior fiscal year ended July 31, 2025 were as follows:

 

Distributions paid from:   July 31, 2026   July 31, 2025
Ordinary Income   $     181,862   $      2,007,929
Long-Term Capital Gains   –   24,595

 

As of the fiscal year ended July 31, 2026, the components of distributable earnings/(accumulated losses) on a tax basis were as follows:

 

Cost of investments(a) $         20,009,434
Gross tax unrealized appreciation 534,456
Gross tax unrealized depreciation (57,775)
Net tax unrealized appreciation (depreciation) 476,681
Undistributed ordinary income (loss) 27,452
Undistributed long-term capital gain (loss) –
Other accumulated gain (loss) –
Total distributable earnings/(accumulated losses) $           504,133

 

(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 fiscal year ended July 31, 2026, the Fund had not elected to defer any post-October or late-year losses.

 

As of the fiscal year ended July 31, 2026, the Fund did not have any long-term or short-term capital loss carryovers.

 

NOTE 8 - SHARES TRANSACTIONS

 

Shares of the Fund are listed and traded on the NYSE. 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.

 

12 

 

 

 

 

Notes to Financial Statements

 

July 31, 2026

 

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.

 

13

 

 

 

Report of Independent Registered Public Accounting Firm DGA Core Plus Absolute Return ETF

 

 

To the Shareholders of DGA Core Plus Absolute Return ETF and

 

Board of Trustees of Tidal Trust II

 

Opinion on the Financial Statements

 

We have audited the accompanying statement of assets and liabilities, including the schedule of investments, of DGA Core Plus Absolute Return ETF (the “Fund”), a series of Tidal Trust II, as of July 31, 2026, the related statement of operations for the year then ended, the statements of changes in net assets for each of the two years in the period then ended, the financial highlights for each of the two years in the period then ended and for the period from August 2, 2023 (commencement of operations) through July 31, 2024, and the related notes (collectively referred to as the “financial statements”). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Fund as of July 31, 2026, the results of its operations, the changes in net assets, and the financial highlights for the periods indicated above, in conformity with accounting principles generally accepted in the United States of America.

 

Basis for Opinion

 

These financial statements are the responsibility of the Fund’s management. Our responsibility is to express an opinion on the Fund’s financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (“PCAOB”) and are required to be independent with respect to the Fund in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

 

We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement whether due to error or fraud.

 

Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our procedures included confirmation of securities owned as of July 31, 2026, by correspondence with the custodian. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion.

 

We have served as the auditor of one or more Tidal Investments LLC investment companies since 2020.

 

 

 

COHEN & COMPANY, LTD.

 

Philadelphia, Pennsylvania

 

September 29, 2026

 

14 

 

 

 

Additional Information (Unaudited) DGA Core Plus Absolute Return ETF

 

 

QUALIFIED DIVIDEND INCOME/DIVIDENDS RECEIVED DEDUCTION

 

For the fiscal year ended July 31, 2026, certain dividends paid by the Fund may be subject to a maximum tax rate of 23.8%, as provided for by the Jobs and Growth Tax Relief Reconciliation Act of 2003 and the Tax Cuts and Jobs Act of 2017. The percentage of dividends declared from ordinary income designated as qualified dividend income was as follows:

 

DGA Core Plus Absolute Return ETF 72.62%

 

For corporate shareholders, the percent of ordinary income distributions qualifying for the corporate dividends received deduction for the fiscal year ended July 31, 2026, was as follows:

 

DGA Core Plus Absolute Return ETF 38.18%

 

The percentage of taxable ordinary income distributions that are designated as short-term capital gain distributions under Internal Revenue Section 871(k)(2)(c) for the fiscal year ended July 31, 2026, was as follows:

 

DGA Core Plus Absolute Return ETF 0.00%

 

15

 

 

 

 

(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.

 

Not Applicable.

 

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 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. Filed herewith.

 

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

 

(3) A separate certification for each principal executive officer and principal financial officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. Filed herewith.

 

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

 

(5) Change in the registrant’s independent public accountant. 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 II  
 

By (Signature and Title)* /s/ Eric W. Falkeis  
  Eric W. Falkeis, Principal Executive Officer

   
 Date October 7, 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, Principal Executive Officer

   
Date October 7, 2026  

 

By (Signature and Title)* /s/ Aaron J. Perkovich  
  Aaron J. Perkovich, Treasurer/Principal Financial Officer

   
Date October 7, 2026  

  

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

 

 


ATTACHMENTS / EXHIBITS

ATTACHMENTS / EXHIBITS

CODE OF ETHICS

SECTION 302 CERTIFICATION

SECTION 906 CERTIFICATION

XBRL DEFINITION FILE

XBRL LABEL FILE

XBRL PRESENTATION FILE

XBRL SCHEMA FILE

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