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Alpha Architect ETF Trust

01/27/2026 | Press release | Distributed by Public on 01/27/2026 11:52

Prospectus by Investment Company (Form 497)

INVESTMENT MANAGERS SERIES TRUST

Towle Value Fund

235 West Galena Street

Milwaukee, Wisconsin 53212

888-998-6953

February 1, 2026

Dear Valued Shareholder:

A Special Meeting of Shareholders of the Towle Value Fund (the "Target Fund"), a series of Investment Managers Series Trust ("IMST"), will be held at the offices of the co-administrator to IMST, Mutual Fund Administration, LLC, located at 2220 E. Route 66, Suite 226, Glendora, California 91740, on March 11, 2026, at 10 a.m. Pacific Time (the "Special Meeting"). At the Special Meeting, shareholders of the Target Fund will consider a proposal to approve an Agreement and Plan of Reorganization (the "Plan"). The Plan will provide for the transfer of all of the assets of the Target Fund to the Towle Value ETF (the "Acquiring Fund"), a series of EA Series Trust (the "EA Trust"), in exchange solely for shares of the Acquiring Fund and cash, and the assumption of all of the liabilities of the Target Fund by the Acquiring Fund, and the distribution of the Acquiring Fund's shares and cash received by the Target Fund to its shareholders in complete liquidation of the Target Fund (the "Reorganization"). In order to receive shares of the Acquiring Fund as part of the Reorganization, you must hold your Target Fund shares through a brokerage account that permits investments in exchange-traded fund shares (a "Qualifying Account"). If you are unsure about the ability of your account to receive Acquiring Fund shares, please contact your financial advisor or other financial intermediary. You also may call Towle & Co. at 1-888-99TOWLE (1-888-998-6953) for assistance. If the Plan is approved by Target Fund shareholders, on the closing date of the Reorganization:

•Each shareholder of the Target Fund who holds their Target Fund shares through a Qualifying Account will receive a number of shares of beneficial interest of the Acquiring Fund and cash in lieu of fractional Acquiring Fund shares (if applicable) equal in value to the aggregate net asset value ("NAV") of the Target Fund shares held by the Target Fund shareholder immediately prior to the Reorganization and will become a shareholder of the Acquiring Fund. You will receive cash from your financial intermediary in lieu of fractional shares of the Acquiring Fund (which will generally result in the recognition of gain or loss by the Target Fund shareholder for federal income tax purposes).

•Each shareholder of the Target Fund who holds their Target Fund shares through an account that is not permitted to hold Acquiring Fund shares (a "Non-Qualifying Account") will receive cash equal in value to the aggregate NAV of the Target Fund shares held by the Target Fund shareholder immediately prior to the Reorganization (which will generally result in the recognition of gain or loss by the Target Fund shareholder for federal income tax purposes) and the Target Fund shareholder will not become a shareholder of the Acquiring Fund. If you hold your shares through a Non-Qualifying Account and wish to receive Acquiring Fund shares in the Reorganization, you must transfer your Target Fund shares to an account with the broker dealer of your choice.

At a meeting held on December 4, 2025 the Board of Trustees (the "Board") of IMST considered the proposal to reorganize the Target Fund with and into the Acquiring Fund, unanimously approved the Plan, and voted to recommend that shareholders of the Target Fund vote to approve the Plan. To effectuate this, the Board has approved the Reorganization pursuant to the Plan. Empowered Funds, LLC dba EA Advisers and Towle & Co. are the investment adviser and investment sub-adviser, respectively, of the Acquiring Fund. The Acquiring Fund and the Target Fund have the same investment objective and substantially similar investment strategies, except that the Target Fund generally holds between 25 and 50 positions, and the Acquiring Fund generally holds between 30 and 100 positions, as discussed in more detail in the attached Proxy Statement/Prospectus.

The Reorganization is expected to result in a decrease in total annual fund operating expenses for the Target Fund's shareholders. In addition, the Reorganization generally is not expected to result in the recognition of gain or loss by the Target Fund or its shareholders for federal income tax purposes (except with respect to cash received by

shareholders in lieu of fractional Acquiring Fund shares, and cash received by shareholders who hold their Target Fund shares through Non-Qualifying Accounts). No sales charges or redemption fees will be imposed in connection with the Reorganization.

After careful consideration, for the reasons discussed in the attached Proxy Statement/Prospectus, and based on the recommendations of Towle & Co., the Board approved the Reorganization and the solicitation of the Target Fund's shareholders to approve the Plan. The Board recommends that you cast your vote FOR the proposed Reorganization.

The attached Proxy Statement/Prospectus is designed to give you more information about the proposal. If you have any questions regarding the proposal to be voted on, please do not hesitate to call Sodali & Co., our proxy solicitation firm, at 1-888-307-1374. If you were a shareholder of record of the Target Fund as of the close of business on December 15, 2025, the record date for the Special Meeting, you are entitled to vote on the proposal at the Special Meeting and at any adjournment or postponement thereof. While you are, of course, welcome to join us at the Special Meeting, we encourage shareholders to, and expect that most will, cast their votes (i) by filling out and signing the enclosed proxy card, (ii) by calling the toll-free number listed on the enclosed proxy card, or (iii) via the internet by following the instructions set forth on the enclosed proxy card.

Whether or not you are planning to attend the Special Meeting, we need your vote. Please submit your vote via the options listed on your proxy card. You can mark, sign and date the enclosed proxy card and promptly return it in the enclosed, postage-paid envelope so that the maximum number of shares may be voted. You should follow the enclosed instructions on your proxy card as to how to vote. You may revoke your proxy before it is exercised at the Special Meeting either by writing to the Secretary of Target Fund at the address noted in the Proxy Statement/Prospectus or in person at the time of the Special Meeting. A prior proxy can also be revoked by voting your proxy at a later date through the toll-free number, through the Internet website address listed in the enclosed voting instructions or by submitting a later dated proxy card.

Thank you for taking the time to consider this important proposal and for your continuing investment in the Towle Value Fund.

Sincerely,

__________________________

Diane Drake

Secretary

Investment Managers Series Trust

TOWLE VALUE FUND

235 W. Galena Street

Milwaukee, Wisconsin 53212

(888) 998-6953

NOTICE OF SPECIAL MEETING OF SHAREHOLDERS

To be held on March 11, 2026

Investment Managers Series Trust ("IMST"), a Delaware statutory trust, will hold a Special Meeting of Shareholders (the "Special Meeting") of the of the Towle Value Fund (the "Target Fund"), a series of IMST, on March 11, 2026, at 10 a.m. Pacific Time, at 2220 E Route 66 Suite 226 Glendora, CA 91773. At the Special Meeting, you and the other shareholders of the Target Fund will be asked to consider and vote upon the following proposal:

1Approval of an Agreement and Plan of Reorganization providing for: (i) the transfer of all of the assets of the Target Fund to the Towle Value ETF (the "Acquiring Fund"), a series of EA Series Trust (the "EA Trust"), in exchange for (a) shares of the Acquiring Fund and cash with an aggregate net asset value ("NAV") equal to the aggregate NAV of the Target Fund shares, and (b) the Acquiring Fund's assumption of all of the liabilities of the Target Fund, followed by (ii) the liquidating distribution by the Target Fund to its shareholders of the shares of the Acquiring Fund and cash; and

2The transaction of such other business as may properly come before the Special Meeting or any adjournment or postponement thereof.

Only shareholders of record of the Target Fund at the close of business on December 15, 2025, the record date for this Special Meeting, will be entitled to notice of, and to vote at, the Special Meeting or any adjournment or postponements thereof.

As a shareholder, you are asked to attend the Special Meeting either in person or by proxy. If you are unable to attend the Special Meeting in person, we urge you to authorize proxies to cast your vote. Whether or not you expect to attend the Special Meeting, please submit your vote via one of the options listed on your proxy card. You may vote by completing, dating and signing your proxy card and mailing it in the enclosed postage prepaid envelope, by calling the toll-free number on your proxy card to vote by telephone, or through the Internet website address listed on your proxy card. Your prompt voting by proxy will help assure a quorum at the Special Meeting. Voting by proxy will not prevent you from voting your shares in person at the Special Meeting. You may revoke your proxy before it is exercised at the Special Meeting, either by writing to the Secretary of the Target Fund at the address noted in the Proxy Statement/Prospectus or in person at the time of the Special Meeting. A prior proxy can also be revoked by voting your proxy at a later date through the toll-free number, through the Internet website address listed in the enclosed voting instructions or by submitting a later dated proxy card.


By Order of the Board of Trustees of Investment Managers Series Trust

			Diane Drake
Secretary

If you have any questions, would like to vote your shares, or wish to obtain instructions on how to attend the Special Meeting and vote at the Special Meeting, please call Sodali & Co., our proxy solicitor, at 1-888-307-1374.

INVESTMENT MANAGERS SERIES TRUST

Towle Value Fund

235 W. Galena Street

Milwaukee, Wisconsin 53212

(888) 998-6953

SUMMARY

This is only a summary of certain information contained in this Proxy Statement/Prospectus. You should read the more complete information in the rest of this Proxy Statement/Prospectus, including the Agreement and Plan of Reorganization (attached as Exhibit A).

What is this document and why did you send it to me?

The attached document is a proxy statement to solicit votes from shareholders of the Towle Value Fund (the "Target Fund"), a series of Investment Managers Series Trust ("IMST") at the special meeting of the Target Fund's shareholders ("Special Meeting"), and a registration statement for Towle Value ETF (the "Acquiring Fund"), a series of EA Series Trust (the "EA Trust"). This combined proxy/registration statement is referred to below as the "Proxy Statement."

The Proxy Statement is being provided to you by the Target Fund in connection with the solicitation of proxies to vote to approve an Agreement and Plan of Reorganization between IMST and the EA Trust (the form of which is attached as Exhibit A) (the "Plan") regarding the proposed reorganization of the Target Fund into the Acquiring Fund (the "Reorganization"). The Proxy Statement contains the information that shareholders of the Target Fund should know before voting on this proposal.

Approval of the shareholders of the Target Fund is needed to proceed with the proposal. The Special Meeting will be held on March 11, 2026, to consider the proposal. If the shareholders of the Target Fund do not approve the Reorganization, then the Reorganization will not be implemented and the Target Fund will continue to operate in its current format as a traditional mutual fund and a series of IMST. We are sending this document to you for your use in deciding whether to approve the proposal. This document includes a Notice of Special Meeting of Shareholders, the Proxy Statement and a proxy card.

Why is the Reorganization being recommended?

At a meeting held on December 4, 2025, the Board of Trustees of the Target Fund (the "Target Fund Board") considered the proposal to reorganize the Target Fund with and into the Acquiring Fund. After careful consideration, for the reasons discussed in the attached Proxy Statement/Prospectus, and based on the recommendations of Towle & Co. ("Towle"), the investment adviser to the Target Fund, the Target Fund Board unanimously approved the Plan, and voted to recommend that shareholders of the Target Fund vote to approve the Plan. Towle believes reorganizing the Target Fund into the Acquiring Fund, which is structured as an exchange-traded fund ("ETF"), offers a better value proposition for shareholders than a traditional open-end mutual fund, primarily because of reduced operational costs, intraday trading flexibility, and the possibility of lower transaction costs and advantageous tax treatment.

•Lower total annual operating expenses: The Acquiring Fund has lower total annual fund operating expenses than the Target Fund. The Acquiring Fund operates under a unitary fee structure. In a unitary fee structure, the Acquiring Fund pays Empowered Funds, LLC, dba EA Advisers ("EA Advisers"), the investment adviser to the Acquiring Fund, a management fee, and EA Advisers has agreed to pay all expenses incurred by the Acquiring Fund, except for the management fee and certain other expenses. The unitary fee for the Acquiring Fund is 0.85% per annum of the Acquiring Fund's average daily net assets. The Target Fund pays Towle a management fee of 0.79% per annum of the Target Fund's average daily net assets, and separately bears various other expenses incurred by the Target Fund. The total annual Target Fund operating expenses, including fees waived and/or expenses reimbursed, are 1.20% (as of January 31, 2026) compared to the Acquiring Fund operating expenses of 0.85%.

•Intraday trading: Because ETF shares can be purchased and sold throughout the trading day at fair market value on an exchange, if you decide to purchase or sell shares of the Acquiring Fund, you can do so during the trading day at the then-prevailing market price. With a mutual fund, you place your purchase or redemption order, and your shares are purchased or redeemed at the next calculated NAV per share, which happens at the end of the trading day. This means that as an ETF shareholder you will no longer redeem your shares for cash at the next determined NAV. We note, however, that buying or selling shares of the Acquiring Fund may involve paying a brokerage commission, and prices on the exchange may be higher or lower than the Acquiring Fund's NAV.

•Lower transaction costs and advantageous tax treatment: Financial institutions that enter into an Authorized Participant Agreement with the EA Trust ("Authorized Participants") primarily purchase and redeem shares of the Acquiring Fund in exchange for a basket of securities, rather than cash. These "in-kind" purchases and redemptions permit the Acquiring Fund to avoid the usual transaction costs and market impact of shareholder purchase and redemption transactions that the Target Fund typically experiences. In addition, the Acquiring Fund does not expect these in-kind redemptions from Authorized Participants to result in taxable distributions (or deemed distributions) for the shareholders of the Acquiring Fund who are not redeeming their shares. If the Acquiring Fund sells portfolio holdings as part of its portfolio management of the Acquiring Fund or engages in cash purchases or redemptions with Authorized Participants rather than in-kind purchases and redemptions, such transactions might cause the Acquiring Fund to recognize taxable gain, which would generally need to be distributed to shareholders.

Who will manage the Acquiring Fund?

Towle is the investment adviser to the Target Fund and provides day-to-day portfolio management services. EA Advisers is the investment adviser to the Acquiring Fund and Towle serves as the sub-adviser to the Acquiring Fund. Christopher D. Towle, Peter J. Lewis, James M. Shields, and G. Lukas Barthelmess, the portfolio managers of the Target Fund, also serve as the portfolio managers of the Acquiring Fund.

How will the Reorganization work?

Subject to the approval of the shareholders of the Target Fund, pursuant to the Plan, the Target Fund will transfer all of its assets to the Acquiring Fund in return for shares of the Acquiring Fund and cash in lieu of fractional shares, and the Acquiring Fund's assumption of the Target Fund's liabilities. The Target Fund will then liquidate by distributing the shares and cash it receives from the Acquiring Fund to the shareholders of the Target Fund. In order to receive shares of the Acquiring Fund as part of the Reorganization, you must hold your Target Fund shares through a brokerage account that permits investments in ETF shares (a "Qualifying Account"). If you hold your Target Fund shares in an account that is not permitted to hold Acquiring Fund shares (a "Non-Qualifying Account"), you will receive cash as part of the Reorganization, as described below. If you are unsure about the ability of your account to receive Acquiring Fund shares, please contact your financial advisor or other financial intermediary, or you also may call Towle & Co. at 1-888-99TOWLE (1-888-998-6953) for assistance. If the Plan is approved by Target Fund shareholders, on the closing date of the Reorganization:

•Each Target Fund shareholder who holds Target Fund shares through a Qualifying Account will receive a number of shares of beneficial interest of the Acquiring Fund and cash in lieu of fractional Acquiring Fund shares (if applicable) equal in aggregate value to the aggregate NAV of the Target Fund shares held by such shareholder immediately prior to the Reorganization. The Acquiring Fund does not issue fractional shares.

•Each shareholder of the Target Fund who holds Target Fund shares through a Non-Qualifying Account will receive cash equal in value to the aggregate NAV of the Target Fund shares held by the Target Fund shareholder immediately prior to the Reorganization (which will generally result in the recognition of gain or loss by the Target Fund shareholder for federal income tax purposes). Such shareholders will not become shareholders of the Acquiring Fund. If you hold your shares through a Non-Qualifying Account and wish to receive Acquiring Fund shares in the Reorganization, you must transfer your shares to a broker-dealer of your choice.

If the Plan is carried out as proposed, the Reorganization is not generally expected to result in the recognition of gain or loss by either the Target Fund or its shareholders for federal income tax purposes (except with respect to cash received by shareholders in lieu of fractional Acquiring Fund shares, if any, and cash received by shareholders who

hold their Target Fund shares through Non-Qualifying Accounts). After the Reorganization takes place, only the Acquiring Fund will continue to operate. The Target Fund will be the accounting survivor following the Reorganization. Please refer to the Proxy Statement for a detailed explanation of the proposal.

If the Plan is approved by shareholders of the Target Fund at the Special Meeting, the Reorganization presently is expected to be effective after the close of business (i.e., 4:00 p.m. Eastern time) on or about March 13, 2026.

How will the Reorganization affect my investment?

Following the Reorganization, each Target Fund shareholder who holds their shares through a Qualifying Account will become a shareholder of the Acquiring Fund. A shareholder who holds their shares through a Non-Qualifying Account will not become a shareholder of the Acquiring Fund.

There are differences between the Target Fund and Acquiring Fund, including (1) the Target Fund is a mutual fund and the Acquiring Fund is an ETF, (2) the Acquiring Fund has lower total annual fund operating expenses than the Target Fund and, unlike the Target Fund, operates under a unitary fee arrangement (as described below) (3) Towle serves as the investment adviser to the Target Fund and the Target Fund does not have a sub-adviser, while EA Advisers serves as the investment adviser and Towle serves as the investment sub-adviser to the Acquiring Fund, and (4) the Target Fund and the Acquiring Fund are each governed by separate, different boards. The Funds have the same investment objectives and substantially similar investment strategies, policies and risks except that the Acquiring Fund will also be subject to certain principal investment risks due to the Acquiring Fund being structured as an ETF, and the Target Fund generally holds between 25 and 50 positions, while the Acquiring Fund generally holds between 30 and 100 positions. (see "Do the Funds have the same investment objective, investment strategies and risks?" below).

The Reorganization will not affect the value of your investment at the time of the Reorganization and your interest in the Target Fund will not be diluted. The Reorganization generally is not expected to result in recognition of gain or loss by the Target Fund or its shareholders for federal income tax purposes (except with respect to cash received by shareholders in lieu of fractional Acquiring Fund shares, and cash received by shareholders who hold their Target Fund shares through Non-Qualifying Accounts).

How will the proposed Reorganization affect the fees and expenses that are paid by shareholders?

The Acquiring Fund has lower total annual fund operating expenses than the Target Fund. The Acquiring Fund operates under a unitary fee structure. Under the unitary fee structure, the Acquiring Fund pays EA Advisers a management fee, and EA Advisers has agreed to pay all expenses incurred by the Acquiring Fund except for the management fee and certain other expenses. The unitary fee for the Acquiring Fund is 0.85% per annum of the Acquiring Fund's average daily net assets.

The Target Fund pays Towle a management fee of 0.79% per annum of the Target Fund's average daily net assets, and separately bears various other expenses incurred by the Target Fund. The Target Fund's total annual fund operating expenses, including fees waived and/or expenses reimbursed, are 1.20% (as of January 31, 2026) compared to 0.85% for the Acquiring Fund.

Do the Funds have the same investment objective, investment strategies and risks?

The Acquiring Fund and the Target Fund have the same investment objective; each seeks to achieve long-term capital appreciation. The Acquiring Fund and Target Fund have substantially similar principal investment strategies and principal risks. The principal differences are that the Acquiring Fund is subject to certain principal investment risks due to its structure as an ETF, and the Target Fund generally holds between 25 and 50 positions, while the Acquiring Fund generally holds between 30 and 100 positions. Certain other non-material differences between the Target Fund and the Acquiring Fund are described in the Proxy Statement. Please refer to The Funds' Investment Objectives, Principal Investment Strategies and Risks in the Proxy Statement.

Will there be any portfolio repositioning or other costs in connection with the Reorganization?

The Target Fund and the Acquiring Fund have substantially similar principal investment strategies, except that the Target Fund generally holds between 25 and 50 positions, and the Acquiring Fund generally holds between 30 and 100 positions. Towle, as sub-adviser to the Acquiring Fund, does not anticipate any material repositioning of the Target Fund's portfolio investments in connection with the Reorganization.

How will this Reorganization affect me as a shareholder?

If you hold your Target Fund shares through a Qualifying Account, you will receive Acquiring Fund shares and cash in lieu of fractional Acquiring Fund shares (if applicable) having an aggregate NAV equal to the aggregate NAV of the Target Fund shares you owned immediately prior to the Reorganization. The Acquiring Fund does not issue fractional shares. Shareholders who receive cash will generally be required to recognize gain or loss upon the receipt of cash for their fractional shares for federal income tax purposes.

If you hold your Target Fund shares through a Non-Qualifying Account, you will not receive shares of the Acquiring Fund. Instead, you will receive a cash payment equal in value to the aggregate NAV of such Target Fund shares you owned immediately prior to the Reorganization. You will generally be required to recognize gain or loss upon the receipt of cash for federal income tax purposes.

The following account types are examples of Non-Qualifying Accounts that cannot hold shares of ETFs:

•Non-Accommodating Brokerage Accounts. If you hold your Target Fund shares in a brokerage account with a financial intermediary that only allows you to hold shares of mutual funds in the account, you will need to contact your financial intermediary to set up a brokerage account that permits investments in ETF shares. You also may call Towle at 1-888-99TOWLE (1-888-998-6953) for assistance. If such a change is not made before the Reorganization, you will not receive shares of the Acquiring Fund as part of the Reorganization. Instead, your investment will be liquidated, and you will receive cash equal in value to the NAV of the Target Fund shares you owned immediately prior to the Reorganization (which will generally result in the recognition of gain or loss for federal income tax purposes).

•Non-Accommodating Retirement Accounts. If you hold your Target Fund shares through an IRA or group retirement plan whose plan sponsor does not have the ability to hold shares of ETFs on its platform, you may redeem your shares prior to the Reorganization, or your financial intermediary may transfer your investment in the Target Fund to a different investment option prior to the Reorganization. In some cases, this transfer may be subject to tax. If you do not redeem your shares or if your financial intermediary does not transfer your investment to a different investment option prior to the Reorganization, your Target Fund shares will be liquidated, and you will receive cash equal in value to the NAV of the Target Fund shares you owned immediately prior to the Reorganization. If you hold Target Fund shares in an IRA account, the return of cash may be treated as a taxable withdrawal or other taxable distribution by the IRA or other retirement account to you. In addition to being treated as taxable income, in some cases, the cash payment may also be subject to a 10% early distribution tax for IRAs. Please consult with your financial intermediary, plan sponsor or plan administrator for more information on the impact that the Reorganization will have on you and your investments.

•Fund Direct Accounts. If you hold Target Fund shares in an account directly with the Target Fund and do not take action to transfer your investment in the Target Fund to a brokerage account that permits investments in ETF shares prior to the Reorganization, your Target Fund shares will be liquidated and you will receive cash equal in value to the NAV of the Target Fund shares you owned immediately prior to the Reorganization (which will generally result in the recognition of gain or loss for federal income tax purposes).

What will change when the Target Fund, as a mutual fund, is reorganized to an ETF?

If you receive Acquiring Fund shares in the Reorganization, you will remain a shareholder of a registered investment company, but it will be an exchange-traded investment company, known as an ETF. You will no longer redeem individual shares directly from the Acquiring Fund. If you decide to purchase or sell shares of the Acquiring Fund after the Reorganization, you will need to place a trade through a broker-dealer, which will execute your trade on the NYSE or other nationally recognized exchange at prevailing market prices. As with all ETFs, your broker may charge a commission for purchase and sales transactions, and your shares may trade on the exchange at a premium or discount to the Acquiring Fund's NAV.

The Acquiring Fund is a fully transparent ETF, which means that a list of the Acquiring Fund's portfolio holdings is available on the Acquiring Fund's website every day. The Acquiring Fund's website also contains other information about, among other things, the NAV, market price, premiums and discounts, and bid-ask spreads, as required by rules that govern ETFs.

Are there any risks of owning ETFs that are different than the risks of owning mutual funds?

Yes, there are some differences in risks that relate to the structure of ETFs. We discuss these risks in more detail later in the Proxy Statement, but below, we summarize some of the risks.

•The Acquiring Fund's shares are listed for trading on NYSE Arca, Inc., a stock exchange, and shares are bought and sold in the secondary market at market prices. Although it is expected that the market price of an ETF share will approximate its NAV, there could be times when the market price and the NAV differ significantly. If that happens, you could pay more or less than NAV when you buy shares on the exchange, and you could receive more or less than NAV when you sell shares on the exchange. All ETFs face this risk.

•The Acquiring Fund's shares are listed for trading, but it is possible that an active trading market might not be maintained.

•Trading in ETF shares on an exchange can be halted for a variety of reasons, and this could be an individual trading halt (when trading in a particular ETF is halted) or a market-wide trading halt (when the whole exchange stops trading). ETF shares could also be delisted. Both trading halts and delistings happen for a variety of reasons. All ETFs face these risks.

•Only Authorized Participants can engage in creation or redemption transactions for ETF shares. If the Acquiring Fund's Authorized Participants decide not to create or redeem shares, shares could trade at a premium or discount to the Acquiring Fund's NAV and could face trading halts or delistings.

•Shareholders who wish to purchase or sell ETF shares need to have a broker-dealer execute their transaction. Unlike a mutual fund, ETF shares cannot be purchased or redeemed directly from the ETF (except by an Authorized Participant). This could mean shareholders will pay a brokerage commission to sell or buy ETF shares (although some brokerage firms no longer charge brokerage commissions for transactions in ETFs). Paying a brokerage commission may or may not be significant depending on the type of brokerage firm used, the commission structure (which could be a flat fee or a per share charge), and the services provided by the broker-dealer. By contrast, under the mutual fund model, shares are currently available for purchase directly from the Target Fund without any charge and are also available from a variety of broker-dealers; currently, when shares of the Acquiring Fund are traded through these broker-dealers, there may or may not be a transaction charge, depending on the individual shareholder's relationship with the broker-dealer; and some shareholders who buy shares through a broker-dealer are participating in an investment arrangement that includes other charges, such as an account fee.

•In addition, ETF shares have a bid-ask spread and this spread may be considered a form of transaction charge. A bid-ask spread is the difference between the highest price a buyer is willing to pay for ETF shares on the exchange, and the lowest price that a seller is willing to accept for ETF shares on the exchange. You may incur costs attributable to the difference between the highest price a buyer is willing to pay to purchase ETF shares (bid) and the lowest price a seller is willing to accept for ETF shares (ask) when buying or selling shares in the secondary market (the "bid-ask spread"). By contrast, mutual fund shares are purchased and redeemed at NAV per share.

Are there benefits to investing in an ETF?

Yes, there are a number of benefits to investing in an ETF.

Greater Flexibility to Exit. The Acquiring Fund offers significantly more flexibility for investors because investors can purchase and sell shares intraday at a market-determined price, instead of being forced to wait for a redemption at the next calculated NAV at the end of the trading day. This means that when a shareholder decides to purchase or sell shares of the Acquiring Fund, they can act on that decision immediately by calling their broker or placing an order. The price may be higher (premium) or lower (discount) than the Acquiring Fund's NAV and might not be the same as the Acquiring Fund's next calculated NAV at the close of the trading day. You should understand, however, that unlike a mutual fund shareholder, an Acquiring Fund shareholder generally cannot redeem their shares directly from the Acquiring Fund at the next-calculated NAV, unless the shareholder is an Authorized Participant redeeming a large block of shares.

Increased Transparency. The Acquiring Fund operates with full transparency. This means that the Acquiring Fund's holdings are made public each day and can be found on the Acquiring Fund's website. Some investors may find this advantageous as it may help them decide whether to invest or not; existing and potential shareholders can examine the Acquiring Fund's holdings and decide if the specific mix of holdings meets their needs. It also means that shareholders know exactly what companies the Acquiring Fund holds each day. Full transparency also assists in aligning the market price of an ETF's shares with its NAV, as discussed below under "ETF Share Prices and NAV." By contrast, mutual fund holdings are currently only required to be disclosed quarterly.

Potential Tax Benefits. ETFs like the Acquiring Fund generally recognize less capital gains than comparable open-end funds and are therefore generally required to pay less taxable distributions and dividends to shareholders. If a mutual fund or an ETF holds securities that have appreciated in value, and then sells those securities, that sale transaction generally results in the recognition of capital gain, which may result in additional taxable distributions (or deemed distributions) to shareholders. Because the Acquiring Fund only allows Authorized Participants to create and redeem shares and because the Authorized Participants' creation and redemption transactions are generally effected on an in-kind basis (meaning that Acquiring Fund shares are generally not purchased or redeemed for cash but are generally purchased and redeemed through in-kind contributions and redemptions of baskets of securities that replicate the Acquiring Fund's portfolio holdings), the Acquiring Fund generally will not sell portfolio positions to meet redemptions. Moreover, the Acquiring Fund does not recognize gain on an in-kind redemption transaction and therefore is not required to make additional distributions as a result of the redemption. It is expected that the Acquiring Fund will generally recognize less capital gains than a traditional open-end mutual fund with an identical investment strategy and will generally distribute less capital gains to shareholders. A taxable investor who sells shares of the Acquiring Fund will generally recognize gain or loss equal to the difference between the amount realized on the sale and the investor's adjusted basis in the shares sold. Acquiring Fund shareholders may receive some distributions of capital gains, but ETFs generally have been able to avoid large annual distributions that result principally from portfolio transactions undertaken to satisfy redemption requests, because ETFs generally do not sell positions to fund redemptions of creation units.

ETF Share Prices and NAV. One of the features of an ETF is that the mechanism that underpins the creation and redemption of ETF shares is designed to align the market price of the ETF's shares with its NAV. Only Authorized Participants are able to deal directly with the ETF itself, meaning only the Authorized Participants are able to create or redeem shares and then only in large blocks of shares called creation units. A creation or redemption transaction is generally accomplished by the Authorized Participants delivering or receiving a basket of securities into or from the ETF in exchange for shares in the ETF. Further, because the securities that comprise the basket are known to the Authorized Participants and other traders, there exists an opportunity for the Authorized Participants and other traders to seek a profit when the NAV of the ETF varies from the market price of the ETF. For example, when an ETF's shares trade in the open market at a market price below NAV (at a "discount"), Authorized Participants likely will buy ETF shares in the market in sufficient size to be a creation unit and then redeem that creation unit with the ETF at NAV, profiting from the difference between the market price and the NAV. However, the act of bidding on Acquiring Fund shares in such large blocks may have the effect of raising the market price at which the ETF shares trade, and thus align the market price more closely with NAV. Similarly, when an ETF's shares trade at market prices above NAV (at a "premium"), Authorized Participants would likely make new creation units of ETF shares, which they will then sell into the market, profiting from the difference, and this selling pressure also may have the effect of driving the market price of the ETF shares closer to NAV.

The activity described here typically works to keep the NAV and the market price generally in line with one another. There are times when the markets are extremely volatile that this mechanism breaks down, and there have been instances where some ETFs trade at prices significantly different from NAV.

Can I purchase or redeem shares of the Target Fund before the Reorganization takes place?

Yes. You can purchase Target Fund shares until March 13, 2026. You can redeem Target Fund shares until the day before the Reorganization occurs. That means your redemption order must be received by March 12, 2026. Any shares not redeemed before the closing of the Reorganization, which is currently anticipated to be on or about March 13, 2026, will be exchanged for shares of the Acquiring Fund and/or cash. If you hold your Target Fund shares through a Non-Qualifying Account and do not take action to transfer your investment in the Target Fund to a Qualifying Account prior to the Reorganization, your shares will be liquidated and you will receive a cash payment equal in value to the NAV of such Target Fund shares. You will generally be required to recognize gain or loss upon

the receipt of cash. If you hold Target Fund shares in an IRA account, the return of cash may be treated as a taxable withdrawal or other taxable distribution by the IRA or other retirement account to you. In addition to being treated as taxable income, in some cases, the cash payment may also be subject to a 10% early distribution tax. Please consult with your financial intermediary, plan sponsor or plan administrator for more information on the impact that the Reorganization will have on you and your investments. The Target Fund does not have any exchange privileges.

What if I want to purchase or sell shares of the Acquiring Fund after the Reorganization?

You will need to contact your broker-dealer to purchase or sell shares of the Acquiring Fund. Because the Acquiring Fund is an ETF, its shares are not individually redeemable by the Acquiring Fund. Instead, shareholders will need to call their broker-dealer to place an order to sell Acquiring Fund shares on the exchange. Depending on the brokerage firm this may require the payment of a commission or other fee.

What is the tax impact on my investment?

The Reorganization is expected to constitute a "reorganization" within the meaning of Section 368(a) of the Internal Revenue Code of 1986, as amended, and generally is not expected to result in recognition of a gain or loss by the Target Fund or its shareholders for federal income tax purposes. However, some shareholders will receive cash in lieu of fractional shares of the Acquiring Fund, and shareholders that hold their Target Fund shares through a Non-Qualifying Account will receive cash instead of any Acquiring Fund Shares. Such shareholders will generally be required to recognize gain or loss.

If you receive cash in lieu of fractional shares, you will generally recognize gain to the extent the cash received exceeds your tax basis allocable to the fractional shares.

If you hold your Target Fund shares through a Non-Qualifying Account and do not take action to transfer your investment in the Target Fund to a Qualifying Account prior to the Reorganization, your Target Fund shares may be liquidated and exchanged for cash equal in value to the NAV of your Target Fund shares. You will generally be required to recognize gain or loss upon the receipt of cash. If you hold Target Fund shares in an IRA account, the return of cash may be treated as a taxable withdrawal or other taxable distribution by the IRA or other retirement account to you. In some cases, such withdrawals or distributions may also be subject to a 10% early distribution tax. Please consult with your financial intermediary, plan sponsor or plan administrator for more information on the impact that the Reorganization will have on you and your investments.

As a condition to the closing of the Reorganization, the Acquiring Fund and the Target Fund will obtain an opinion of counsel regarding the federal income tax consequences of the Reorganization. This opinion will be filed with the SEC after the close of the Reorganization and will be available on the SEC's website at www.sec.gov.

What will happen if the Plan is not approved?

If the Target Fund's shareholders do not approve the Reorganization, the Target Fund will continue to operate in its current format as a traditional mutual fund overseen by the Target Fund Board and managed by Towle. In this case, the Target Fund Board or Towle may consider other alternatives for the Target Fund in the future.

Why do I need to vote?

In addition to needing your vote to approve the Plan, your vote is needed to ensure that a quorum is present at the Special Meeting so that the proposal can be acted upon. Your immediate response on the enclosed proxy card (or by telephone or internet) will help prevent the need for any further solicitations of a shareholder vote, which will result in additional expenses. Your vote is very important regardless of the number of shares you own.

What action has the Target Fund Board taken?

After careful consideration and upon the recommendation of Towle, the Target Fund Board unanimously approved the Plan, recommended that shareholders approve the Plan, and authorized the solicitation of proxies on the proposal.

Who will pay the costs in connection with the Reorganization?

The Target Fund will not incur any expenses in connection with the Reorganization. The direct costs associated with the proposed Reorganization, including the costs associated with the Special Meeting, will be borne by Towle

regardless of whether the Reorganization is completed. No indirect expenses are anticipated as part of the Reorganization.


What vote is required to approve the proposed Reorganization?
The approval of the proposed Reorganization requires the affirmative vote of a majority of the outstanding voting securities of the Target Fund. The "vote of a majority of the outstanding voting securities" is defined in the Investment Company Act of 1940, as amended (the "1940 Act"), as the vote of (i) 67% or more of the Target Fund shares present at the Special Meeting, if the holders of more than 50% of the outstanding shares of the Target Fund are present in person or represented by proxy, or (ii) more than 50% of the outstanding shares of the Target Fund, whichever is less.

How can I vote?

You can vote in any one of four ways:

•by mail, by sending the enclosed proxy card, signed and dated;

•by phone, by calling one of the toll-free numbers listed on your proxy card for an automated touch tone voting line or to speak with a live operator;

•via the Internet by following the instructions set forth on your proxy card; or

•in person, by attending the Special Meeting.

Whichever method you choose, please take the time to read the full text of the enclosed Combined Proxy Statement/Prospectus before you vote.

Who should I call for additional information about the Proxy Statement/Prospectus?

Please call Sodali & Co., the Fund's proxy solicitor, at 1-888-307-1374, Monday through Friday between the hours of 10:00 a.m. to 11:00 p.m. Eastern time.

COMBINED PROXY STATEMENT/PROSPECTUS

FOR THE REORGANIZATION OF

Towle Value Fund

(a series of Investment Managers Series Trust)

235 W. Galena Street

Milwaukee, Wisconsin 53212

INTO

Towle Value ETF

(a series of EA Series Trust)

3803 West Chester Pike, Suite 150

Newtown Square, PA 19073

February 1, 2026

This Combined Proxy Statement/Prospectus (the "Proxy Statement/Prospectus") is being sent to you in connection with the solicitation of proxies by the Board of Trustees (the "Target Fund Board") of the Towle Value Fund (the "Target Fund"), a series of Investment Managers Series Trust ("IMST"), for use at a Special Meeting of Shareholders (the "Special Meeting") of the Target Fund, to be held at 2220 E Route 66 Suite 226 Glendora, CA 91773, on March 11, 2026, at 10 a.m. Pacific Time. At the Special Meeting, you and the other shareholders of the Target Fund will be asked to consider and vote upon the following proposal:

1Approval of an Agreement and Plan of Reorganization (the "Plan") providing for (i) the transfer of all of the assets of the Target Fund to Towle Value ETF (the "Acquiring Fund"), a series of EA Series Trust (the "EA Trust"), in exchange for (a) shares of the Acquiring Fund and cash, with an aggregate net asset value ("NAV") equal to the aggregate NAV of the Target Fund shares, and (b) the Acquiring Fund's assumption of all of the liabilities of the Target Fund, followed by (ii) the liquidating distribution by the Target Fund to its shareholders of the shares of the Acquiring Fund and cash (the "Reorganization").

2The transaction of such other business as may properly come before the Special Meeting or any adjournment or postponement thereof.

The Target Fund Board has fixed the close of business on December 15, 2025, as the record date ("Record Date") for the determination of shareholders entitled to notice of and to vote at the Special Meeting and at any adjournment or postponement thereof. Shareholders of the Target Fund on the Record Date will be entitled to one vote for each share of the Target Fund held (and a proportionate fractional vote for each fractional share). This Proxy Statement/Prospectus, the enclosed Notice of Special Meeting of Shareholders, and the enclosed proxy card will be mailed on or about February 6, 2026, to all shareholders eligible to vote on the Plan.

If the Target Fund's shareholders vote to approve the Plan, on the closing date of the Reorganization, shareholders of the Target Fund will receive shares of the Acquiring Fund and/or cash with an aggregate NAV equal to the aggregate NAV of their Target Fund shares held immediately prior to the Reorganization. The Target Fund will then be liquidated and dissolved.

•Each Target Fund shareholder who holds Target Fund shares through a Non-Qualifying Account will receive cash equal in value to the aggregate NAV of the Target Fund shares held by the Target Fund shareholder immediately prior to the Reorganization (which will generally result in the recognition of gain

or loss by the Target Fund shareholder for federal income tax purposes). Such shareholders will not become shareholders of the Acquiring Fund. If you hold your shares through a Non-Qualifying Account and wish to receive Acquiring Fund shares in the Reorganization, you must transfer your shares to a broker-dealer of your choice.

Shareholders who execute proxies may revoke them at any time before they are voted. Any shareholder giving a proxy may revoke it before it is exercised at the Special Meeting, either by writing to the Secretary of IMST, at the address noted in the Proxy Statement/Prospectus or in person at the time of the Special Meeting. A prior proxy can also be revoked by voting your proxy at a later date through the toll-free number or the Internet website address listed in the enclosed voting instructions or submitting a later dated proxy card. If your shares are held in the name of a brokerage firm, bank, nominee or other institution, you should provide instructions to your broker, bank, nominee or other institution on how to vote your shares. If you hold your shares in the name of a brokerage firm, bank, nominee or other institution, you must provide a legal proxy from that institution in order to vote your shares in person at the Special Meeting.

The Target Fund is a series of IMST, an open-end management investment company registered with the U.S. Securities and Exchange Commission (the "SEC") and organized as a Delaware statutory trust. The Acquiring Fund is a series of the EA Trust, an open-end management investment company registered with the SEC, and also organized as a Delaware statutory trust.

This Proxy Statement/Prospectus includes information about the Plan and the Acquiring Fund that you should know before voting on the Plan, which if approved, would result in your owning shares of the Acquiring Fund after the Reorganization. The following documents each have been filed with the U.S. Securities and Exchange Commission (the "SEC"), and are incorporated herein by reference:

Target Fund Prospectus and Statement of Additional Information ("SAI") dated January 31, 2025, as supplemented, filed with the SEC (File Nos. 811-21719 and 333-122901);

Target Fund Annual Report to shareholders for the fiscal year ended September 30, 2025, filed with the SEC (File No. 811-21719).

Acquiring Fund Prospectus and Statement of Additional Information dated July 14, 2025, filed with the SEC (File Nos. 333-195493 and 811-22961).

You may request a free copy of the Target Fund's Prospectus and SAI without charge by writing to the Target Fund at P.O. Box 2175, Milwaukee, Wisconsin 53201-2175 or by calling 1-888-99TOWLE (1-888-998-6953).

You may request a free copy of the Acquiring Fund's Prospectus and SAI by calling (215) 330-4476.

Because the Acquiring Fund commenced operations on July 14, 2025, no shareholder reports are available.

This Proxy Statement/Prospectus sets forth the basic information you should know before voting on the proposal. You should read it and keep it for future reference. Additional information is set forth in the SAI dated February 1, 2026, relating to this Proxy Statement/Prospectus, which is also incorporated by reference into this Proxy Statement/Prospectus. The SAI is available upon request and without charge by calling 1-888-99TOWLE (1-888-998-6953).

Important Notice Regarding Availability of Proxy Materials for the Special Meeting to be Held on March 11, 2026. This Proxy Statement/Prospectus is available on the Internet at www.proxyvotenow.com/tdvfx2026. If you need any assistance or have any questions regarding the proposal or how to vote your shares, please call the toll-free number on your enclosed proxy card. Representatives are available Monday through Friday 10:00 a.m. to 11:00 p.m. Eastern Time.

THE SEC HAS NOT APPROVED OR DISAPPROVED THESE SECURITIES NOR HAS IT PASSED UPON THE ACCURACY OR ADEQUACY OF THIS COMBINED PROXY STATEMENT AND PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.

The shares offered by this Proxy Statement/Prospectus are not a deposit or obligation of any bank and are not insured or guaranteed by the Federal Deposit Insurance Corporation or any other government agency. An investment in the Acquiring Fund involves investment risk, including the possible loss of principal.

TABLE OF CONTENTS


					Page
Cover Page					Cover

I.	Proposal - To Approve the Agreement and Plan of Reorganization			1
A.	Overview			1
B.	Comparison Fee Tables and Examples			3
C.	The Funds' Investment Objectives, Principal Investment Strategies and Risks			4
D.	Comparison of Investment Restrictions			10
E.	Comparison of Investment Advisory Agreements			12
F.	Comparison of Distribution, Purchase and Redemption Procedures and Valuation Procedures			14
G.	Key Information About the Reorganization			15
		1.	Agreement and Plan of Reorganization			15
		2.	Description of the Acquiring Fund's Shares			16
		3.	Board Considerations Relating to the Reorganization			16
		4.	Federal Income Tax Consequences			18
		5.	Comparison of Forms of Organization and Shareholder Rights			20
		6.	Capitalization			22
		7.	Section 15(f) of the 1940 Act			22
H.		Additional Information about the Funds				22
		1.	Past Performance of the Target Fund			22
		2.	Investment Advisers, Sub-Advisers, Portfolio Managers, and Manager of Managers Structure			24
		3.	Directors/Trustees and Service Providers for the Target Fund and EA Trust			25
II.		Voting Information				26
A.		General Information				26
B.		Method and Cost of Solicitation				27
C.		Right to Revoke Proxy				27
D.		Voting Securities and Principal Holders				27
E.		Interest of Certain Persons in the Transaction				28
III.		Miscellaneous Information				28
A.		Other Business				28
B.		Next Meeting of Shareholders				29
C.		Legal Matters				29
D.		Independent Registered Public Accounting Firm				29
E.		Information Filed with the SEC				29
		EXHIBIT A - Form of Agreement and Plan of Reorganization				A-1
		EXHIBIT B - Financial Highlights of the Target Fund				B-1
		Statement of Additional Information				SAI-1

iii

I. Proposal - To Approve the Agreement and Plan of Reorganization

A. Overview

The Board of Trustees of IMST (the "Target Fund Board") has called the Special Meeting to ask shareholders of the Target Fund to consider and vote on the proposed Reorganization of the Target Fund into the Acquiring Fund. The Target Fund Board (including a majority of the independent trustees, meaning those trustees who are not "interested persons" of the Target Fund as that term is defined in the Investment Company Act of 1940, as amended (the "1940 Act") (the "Independent Trustees") considered the Plan and the Reorganization and determined that the Reorganization is in the best interests of the Target Fund and that the interests of the existing shareholders of the Target Fund will not be diluted as a result of the Reorganization. The Target Fund Board reviewed and considered information regarding the Reorganization at a meeting held on December 4, 2025, and approved the Reorganization subject to the approval of the Target Fund's shareholders.

Towle & Co. serves as the investment adviser to the Target Fund and provides it with day-to-day portfolio management services. Empowered Funds, LLC, dba EA Advisers ("EA Advisers") serves as the Acquiring Fund's investment adviser, Towle & Co. serves as the Acquiring Fund's sub-adviser and the same portfolio managers of the Target Fund serve as the portfolio managers of the Acquiring Fund. The Target Fund and the Acquiring Fund also have the same investment objectives and substantially similar principal investment strategies, except that the Target Fund generally holds between 25 and 50 positions, and the Acquiring Fund generally holds between 30 and 100 positions. Certain non-material differences between the Target Fund and the Acquiring Fund are described in The Funds' Investment Objectives, Principal Investment Strategies and Risks section below.

IMST is a multiple series trust that offers a number of portfolios managed by separate investment advisers and/or sub-advisers.

The EA Trust is a multiple series trust that offers a number of portfolios that are managed by separate sub-advisers. The EA Trust is not affiliated with the Target Fund or Towle & Co.

The Target Fund and the Acquiring Fund are each governed by separate, different Boards of Trustees. Except for the independent registered public accounting firm, the Target Fund and the Acquiring Fund utilize different operational service providers, as follows:


SERVICE PROVIDER	TARGET FUND	ACQUIRING FUND
Administrator	Co-Administrators: Mutual Fund Administration, LLC 2220 E. Route 66, Suite 226 Glendora, CA 9174 UMB Fund Services, Inc. 235 W. Galena Street Milwaukee, WI 53212	U.S. Bancorp Fund Services, LLC 615 East Michigan Street, Milwaukee, WI 53202
Distributor	IMST Distributors, LLC Three Canal Plaza, Suite 100 Portland, ME 0410	PINE Distributors LLC 501 S. Cherry Street, Suite 610 Denver, CO 80246
Fund Accounting Agent & Transfer Agent	UMB Fund Services, Inc. 235 W. Galena Street Milwaukee, WI 53212	U.S. Bancorp Fund Services, LLC 615 East Michigan Street, Milwaukee, WI 53202


Independent Registered Public Accounting Firm	Tait, Weller & Baker LLP Two Liberty Place 50 S. 16th Street, Suite 2900 Philadelphia PA 19102-2529	Tait, Weller & Baker LLP Two Liberty Place 50 S. 16th Street, Suite 2900 Philadelphia PA 19102-2529
Custodian	UMB Bank, n.a. 928 Grand Boulevard, 5th Floor Kansas City, MO 6410	U.S. Bank National Association 1555 North Rivercenter Drive, Suite 302, Suite 302 Milwaukee, WI 53212

IMST and the EA Trust anticipate that the Reorganization will constitute a "reorganization" within the meaning of Section 368(a) of the Internal Revenue Code of 1986, as amended (the "Code"). The closing of the Reorganization is conditioned upon the receipt by IMST and the EA Trust of an opinion to such effect from Practus, LLP, tax counsel to the EA Trust. If the Reorganization so qualifies, the Target Fund and its shareholders generally are not expected to recognize any gain or loss for federal income tax purposes on the transfer of its assets, the assumption of its liabilities, and its receipt and distribution of Acquiring Fund shares in the Reorganization. However, a shareholder receiving cash will generally recognize gain to the extent the cash received by the shareholder exceeds the shareholder's tax basis allocable to the shares. If a shareholder holds Target Fund shares through a Non-Qualifying Account and does not take action to transfer the investment to a Qualifying Account prior to the Reorganization, the Target Fund shares will be liquidated and exchanged for cash equal in value to the NAV of the shareholder's Target Fund shares, and the shareholder would generally be required to recognize gain or loss upon the receipt of cash.

Furthermore, the Target Fund will not pay for the costs of the Reorganization, the Special Meeting, or the solicitation of proxies. Towle & Co. will bear these costs, including the expenses associated with preparing and filing the registration statement that includes this Proxy Statement/Prospectus and the cost of copying, printing and mailing proxy materials. In addition to solicitations by mail, Towle & Co. also may solicit proxies, without special compensation, by telephone or otherwise. Towle & Co. will pay these costs regardless of whether the Reorganization is consummated.

The Target Fund Board, including the Independent Trustees, believes that the terms of the Reorganization are fair and reasonable, that the Reorganization is in the best interests of the Target Fund and its shareholders, and that the interests of existing shareholders of the Target Fund will not be diluted as a result of the Reorganization. In approving the Reorganization at a meeting held on December 4, 2025, the Target Fund Board considered, among other things:

•that the Reorganization was recommended by Towle & Co., the current advisor to the Target Fund and the current sub-advisor to the Acquiring Fund;

•the terms of the Reorganization;

•the expectation that the Reorganization will constitute a reorganization within the meaning of Section 368(a) of the Code and that the Target Fund and the shareholders generally will not recognize gain or loss for U.S. federal income tax purposes in the Reorganization (except with respect to cash received by shareholders in lieu of fractional shares, if any, and cash received by shareholders of that hold their Target Fund shares through Non-Qualifying Accounts);

•that the Funds have the same investment objectives and substantially similar principal investment strategies and principal risks;

•that the Acquiring Fund's portfolio is managed by portfolio managers who are also members of the portfolio management team that is currently responsible for the day-to-day management of the Target Fund's portfolio;

•that the Acquiring Fund operates under a unitary fee structure, under which Towle & Co. has agreed to pay all expenses incurred by the Acquiring Fund, except for the management fee and certain other expenses;

•that the Acquiring Fund is expected to have lower total annual fund operating expenses than the Target Fund;

•that Towle & Co. believes that reorganizing the Target Fund into the Acquiring Fund will offer a better value proposition for shareholders than continuing to operate the Target Fund as a mutual fund;

•that the Acquiring Fund has the potential to provide shareholders advantageous tax treatment as compared to the mutual fund structure of the Target Fund;

•that Acquiring Fund shareholders are able to purchase and sell Acquiring Fund shares throughout the trading day at the then-prevailing market price on the Exchange;

•that some shareholders will receive cash for Target Fund shares held in Non-Qualifying Accounts and in lieu of any fractional shares of the Acquiring Fund; and that such shareholders will generally be required to recognize gain or loss upon the receipt of cash for such shares;

•that Target Fund shareholders holding their shares through a Qualifying Account will receive Acquiring Fund shares and cash in lieu of fractional shares with the same aggregate NAV as their Target Fund shares immediately prior to the Reorganization;

•that, on the closing date of the Reorganization, Target Fund shareholders holding their shares through a Non-Qualifying Account will have their shares redeemed and will receive cash equal in aggregate value to the aggregate NAV of the Target Fund shares they held immediately prior to the Reorganization;

•the quality and experience of the Acquiring Fund's service providers;

•the experience and background of the Acquiring Trust's independent trustees;

•that the Reorganization would not result in the dilution of shareholders' interests;

•that Towle & Co., and not the Target Fund, will bear all direct costs of the Reorganization;

•that the Reorganization will be submitted to the shareholders of the Target Fund for their approval;

•that shareholders of the Target Fund who do not wish to become shareholders of the Acquiring Fund may redeem their Target Fund shares before the Reorganization;

•that the Target Fund may benefit from the EA Trust's investment advisory experience and the increased economies of scale of the Acquiring Fund; and

•that if the Reorganization did not occur for some reason, the Target Fund may be liquidated, which would generally be a taxable event in which shareholders would recognize gain or loss on their investments for U.S. federal income tax purposes.

After considering Towle & Co.'s presentations, discussions with representatives of Towle & Co. and EA Advisers, and Towle & Co.'s recommendation to the Target Fund Board during a meeting on December 4, 2025, the Target Fund Board, based on these considerations, approved the Reorganization, recommended that shareholders approve the Plan, and approved the solicitation of shareholders of the Target Fund to vote on the Plan, the form of which is attached to this Proxy Statement/Prospectus in Exhibit A.

B. Comparison Fee Tables and Examples

The following table shows the fees and expenses for the Target Fund based on the Target Fund's fees and expenses as of January 31, 2026, and the fees and expenses for the Acquiring Fund based on the Acquiring Fund's assets as of December 31, 2025. The table also shows the estimated pro forma fees and expenses attributable to the pro forma Acquiring Fund. The fees and expenses and the example below do not include the brokerage commissions and other fees to financial intermediaries that investors may pay on their purchases and sales of shares of a Fund. The Target Fund pays Towle & Co. a management fee and separately bears various other expenses incurred by the Target Fund. The Acquiring Fund operates under a unitary fee structure whereby the Acquiring Fund pays EA Advisers a management fee, and EA Advisers then pays all expenses incurred by the Fund, except for the management fee and certain other expenses.

Fees and Expenses


Shareholder Fees (fees paid directly from your investment)
	Target Fund	Acquiring Fund	Pro Forma Combined Acquiring Fund
Maximum sales charge (load) imposed on purchases	None	None	None
Maximum deferred sales charge (load)	None	None	None


Annual Fund Operating Expenses (expenses that you pay each year as a percentage of the value of your investment)
	Target Fund	Acquiring Fund	Acquiring Fund (Pro forma)
Management Fees	0.79%	0.85%	0.85%
Distribution and service (Rule 12b-1) Fees	None	None	None
Other Expenses1	0.42%	0.00%	0.00%
Total Annual Fund Operating Expenses	1.21%	0.85%	0.85%
Fees Waived and/or Expenses reimbursed	(0.01)%	None	None
Total Annual Fund Operating Expenses after Waiving Fees and/or Reimbursing Expenses1	1.20%	0.85%	0.85%

1 The Target Fund charges a management fee and Fund expenses are paid by the Target Fund, which are reflected as "Other Expenses." Other Expenses for the Acquiring Fund are estimated for the first fiscal year. "Other Expenses" of the Acquiring Fund are estimated to be 0.00% for the first fiscal year because it is not reasonably expected that the Acquiring Fund will incur any expenses that are not otherwise paid for by EA Advisers in accordance with the unitary management fee structure.

Example

The following example is intended to help you compare the cost of investing in the Target Fund with the cost of investing in the Acquiring Fund. The example also shows the estimated costs of investing in the Acquiring Fund after the Reorganization on a pro forma basis. The example assumes that you invest $10,000 in each Fund for the time periods indicated and then hold or sell all of your shares at the end of those periods. The example also assumes that each Fund provides a return of 5% a year and that operating expenses remain the same. Although your actual costs may be higher or lower, based on these assumptions, your costs would be as follows, if you redeem your shares:


	One Year	Three Years	Five Years	Ten Years
Target Fund	$117	$365	$633	$1,398
Acquiring Fund	$87	$271	$471	$1,049
Acquiring Fund (Pro forma)	$87	$271	$471	$1,049

C. The Funds' Investment Objectives, Principal Investment Strategies and Risks

As discussed in more detail below, the investment objective of the Target Fund and the Acquiring Fund are the same. The Acquiring Fund and Target Fund have substantially similar principal investment strategies and principal risks. The principal differences are that the Acquiring Fund is subject to certain principal investment risks due to its structure as an ETF, and the Target Fund generally holds between 25 and 50 positions, while the Acquiring Fund generally holds between 30 and 100 positions.

Comparison of Investment Objectives

The investment objective of the Target Fund and the Acquiring Fund are the same. Each Fund seeks to achieve long-term capital appreciation. Each Fund's investment objective is non-fundamental and may be changed by the

respective Fund's Board of Trustees, as applicable, without shareholder approval, upon prior written notice to shareholders.

Comparison of Principal Investment Strategies

The Acquiring Fund has substantially similar principal investment strategies as the Target Fund, except that the Target Fund generally holds between 25 and 50 positions, and the Acquiring Fund generally holds between 30 and 100 positions. Towle & Co., as the sub-adviser to the Acquiring Fund, expects to manage the Acquiring Fund in a substantially similar manner as the Target Fund.

The following are the Principal Investment Strategies of the Acquiring Fund set forth alongside the Principal Investment Strategies of the Target Fund. The Principal Investment strategies of the Acquiring Fund provides additional details regarding Towle & Co's investment selection process. The primary differences between the investment strategies is that the Acquiring Fund: (i) has adopted an 80% policy with respect to the Acquiring Fund's investments in value companies and describes how Towle & Co. defines that policy, (ii) the Acquiring Fund will hold between 30 and 100 positions compared to between 25 and 50 positions held by the Target Fund, and (iii) the Acquiring Fund provides additional details on Towle & Co.'s philosophy on sales of portfolio holdings.


Target Fund			Acquiring Fund
The Fund seeks to achieve its investment objective by purchasing equity securities of companies that Towle & Co., the Fund's investment advisor (the "Advisor" or "Towle"), believes are deeply discounted relative to the companies' earnings potential. The Advisor's security selection process emphasizes companies trading at low multiples to sales where small improvements in profitability can result in significant earnings expansion and stock price appreciation.			The Fund is an actively managed exchange traded fund ("ETF"). Under normal circumstances, the Fund will invest at least 80% of its net assets (plus any borrowings for investment purposes) in publicly traded equity securities that meet Towle & Co.'s, the Fund's investment sub-adviser (the "Sub-Adviser"), definition of value ("Value Companies"). For purposes of the Fund's 80% Policy, the Sub-Adviser defines Value Companies as those companies it believes are deeply undervalued relative to their earnings potential and revenue base. The Sub-Adviser considers a company to be deeply undervalued if its enterprise value-to-sales is less than 1.5x at the time of purchase. The Sub-Adviser defines enterprise value to be a company's market capitalization plus debt less its cash and cash equivalents.
The Advisor believes its independent, contrarian viewpoint is essential to the Fund's strategy. This contrarian approach challenges consensus by actively seeking investment opportunities that are undervalued due to adverse business developments, unfavorable market sentiment, or other factors. The Advisor does not attempt to manage the Fund's portfolio against the composition of a benchmark.			The Sub-Adviser follows a disciplined, value-driven investment process rooted in its belief that investor biases create persistent market inefficiencies. By systematically acting on these inefficiencies, the Sub-Adviser seeks to unlock opportunities for long term capital appreciation. A core tenet of the Fund's strategy is the Sub-Adviser's independent, contrarian mindset, which actively challenges market consensus. The Sub-Adviser focuses on investments that are out-of-favor due to adverse business developments, industry-specific downturns, short-term earnings misses, unfavorable market sentiment, or other temporary factors. It emphasizes identifying opportunities ahead of anticipated catalysts where even modest improvements in profitability can drive significant earnings expansion and stock price appreciation.


The Fund invests primarily in equity securities of U.S. issuers and maintains the flexibility to invest in common stocks of companies across different market capitalization levels, although the Advisor's investment process generally gravitates towards smaller companies. The Fund does not invest in tobacco, liquor, or gaming companies. Under normal conditions, the Fund generally expects to hold a relatively concentrated portfolio of between 25 and 50 positions.			The Fund's investment universe starts with publicly traded equity securities listed on a U.S. exchange. Next, the Sub-Adviser applies proprietary quantitative screens to assess liquidity, short interest, historical earnings, performance, and other factors. Companies primarily engaged in tobacco, liquor, or gaming are then excluded. Following this, additional screening criteria are used to evaluate the attractiveness of potential investments as described above. When selecting an investment for the Fund, the Sub-Adviser analyzes a company's fundamental financial data as well as applicable market data. The Fund generally holds between 30 and 100 positions. The Fund's investment process tends to favor smaller companies - typically those with market capitalizations under $15 billion - operating in cyclical industries such as manufacturing, distribution, consumer products, transportation, materials, and energy, but may invest in companies of any capitalization in any industry.
Furthermore, the Advisor has the discretion to allocate up to 25% of the Fund's total net assets to foreign securities, either directly or indirectly through the use of American Depositary Receipts ("ADRs"), which represent interests in foreign securities held in custody by U.S. banks.			Furthermore, the Sub-Adviser has the discretion to allocate up to 25% of the Fund's total net assets to foreign securities, either directly or indirectly through the use of American Depositary Receipts ("ADRs"), which represent interests in foreign securities held in custody by U.S. banks.
The Fund is a "non-diversified" fund, which means that the securities laws do not limit the percentage of assets that it may invest in any one company (subject to certain limitations under the Internal Revenue Code of 1986, as amended (the "Code")).			The Fund is a "non-diversified" fund, which means that the securities laws do not limit the percentage of assets that it may invest in any one company (subject to certain limitations under the Internal Revenue Code of 1986, as amended (the "Code")).
From time to time, the Fund may focus its investments in particular sectors. For example, as of September 30, 2024, 46.9% of the Fund's net assets were invested in the consumer cyclical sector.			From time to time, the Fund may focus its investments in particular sectors. At launch, the Fund anticipated it may be focused in the consumer discretionary section.
The Advisor may sell all or a portion of the Fund's portfolio holdings when, in its opinion, one or more of the following occurs: (1) a stock price reaches its approximate sell target; (2) the Advisor's initial investment thesis deteriorates; (3) a company's strategic direction changes; (4) a company's fundamentals erode; (5) the Advisor identifies a more compelling alternative investment; or (6) the Fund requires cash to meet redemption requests.			The Sub-Adviser may sell all or a portion of the Fund's portfolio holdings when, in its opinion, one or more of the following occurs: (1) a stock price reaches its approximate sell target; (2) the Sub-Adviser's initial investment thesis deteriorates; (3) a company's strategic direction changes; (4) a company's fundamentals erode; (5) the Sub-Adviser identifies a more compelling alternative investment; (6) the Fund requires cash to meet redemption requests; or (7) the Sub-Adviser determines to sell for any other reason in its sole discretion.

The Acquiring Fund's 80% Policy has been adopted as a non-fundamental investment policy and may be changed without shareholder approval upon 60 days' written notice to shareholders.

Comparison of Principal Investment Risks

This section will help you compare the risks of the Target Fund and the Acquiring Fund. Because the investment objectives of the Funds are the same and the principal investment strategies of the Target Fund and the Acquiring Fund are substantially similar, they are generally subject to the same principal risks, except that the Acquiring Fund is also subject to certain principal investment risks due to the Acquiring Fund's (i) structure as an ETF, (ii) recent

inception, and (iii) seeding pursuant to a Section 351 exchange under the Internal Revenue Code. An additional risk is also included with respect to the Acquiring Fund relating to Towle & Co.'s use of quantitative techniques as part of its investment process, which does not reflect a change in the Sub-Adviser's process as compared to the Target Fund.

The following risk factors apply to both the Target Fund and the Acquiring Fund.


Principal Risks Applicable to both the Target Fund and Acquiring Fund
Market Risk. The market price of a security or instrument may decline, sometimes rapidly or unpredictably, due to general market conditions that are not specifically related to a particular company, such as real or perceived adverse economic, political, or geopolitical conditions throughout the world, changes in the general outlook for corporate earnings, changes in interest or currency rates, or adverse investor sentiment generally. The market value of a security or instrument also may decline because of factors that affect a particular industry or industries, such as labor shortages or increased production costs and competitive conditions within an industry. In addition, local, regional or global events such as war, acts of terrorism, international conflicts, trade disputes, supply chain disruptions, cybersecurity events, the spread of infectious illness or other public health issues, natural disasters or climate events, or other events could have a significant impact on a security or instrument.
Equity Risk. The value of the equity securities held by the Fund may fall due to general market and economic conditions, perceptions regarding the industries in which the issuers of securities held by the Fund participate, or factors relating to specific companies in which the Fund invests.
Micro-, Small-, and Mid-Capitalization Company Risk. The Fund may invest in common stocks of any capitalization, although the Sub-Adviser's investment process typically leads the Fund towards smaller companies, including micro-cap, small-cap and mid-cap companies. Securities of micro-cap, small-cap and mid-cap companies may be subject to more abrupt or erratic market movements and may have lower trading volumes or more erratic trading than securities of larger companies or market indices in general. In addition, such companies typically are more likely to be adversely affected than large capitalization companies by changes in earning results, business prospects, investor expectations or poor economic or market conditions.
Value-Oriented Investment Strategy Risk. Value stocks are those that are believed to be undervalued in comparison to their peers due to adverse business developments, unfavorable market sentiment, or other factors. Value investing is subject to the risk that the market will not recognize a security's inherent value for a long time or at all or that a stock judged to be undervalued may actually be appropriately priced or overvalued. In addition, during some periods (which may be extensive) value stocks generally may be out of favor in the markets.
Sector Focus Risk. The Fund may invest a larger portion of its assets in one or more sectors and thus will be more susceptible to negative events affecting those sectors. •Consumer Discretionary Sector Risk. The Fund is expected to have exposure to companies in the consumer discretionary sector, and therefore, the Fund's performance could be negatively impacted by events affecting this sector. The consumer discretionary sector includes, for example, automobile, textile and retail companies. This sector can be significantly affected by, among other things, changes in domestic and international economies, exchange and interest rates, economic growth, worldwide demand, supply chain constraints and social trends. Success of companies in the consumer discretionary sector also depends heavily on disposable household income and consumer spending, which can be negatively impacted by inflationary pressures on consumers.
Non-Diversification Risk. The Fund is classified as "non-diversified," which means the Fund may invest a larger percentage of its assets in the securities of a smaller number of issuers than a diversified fund. Investment in securities of a limited number of issuers exposes the Fund to greater volatility and potential losses than if its assets were diversified among the securities of a greater number of issuers.


Foreign Investment Risk. The prices of foreign securities may be more volatile than the prices of securities of U.S. issuers because of economic and social conditions abroad, political developments, and changes in the regulatory environments of foreign countries. Changes in exchange rates and interest rates and the imposition of sanctions, confiscations, trade restrictions (including tariffs) and other government restrictions by the U.S. and/or other governments may adversely affect the values of the Fund's foreign investments. Foreign companies are generally subject to different legal and accounting standards than U.S. companies, and foreign financial intermediaries may be subject to less supervision and regulation than U.S. financial firms. Foreign securities include ADRs. Unsponsored ADRs involve additional risks because U.S. reporting requirements do not apply. In addition, the issuing bank may deduct shareholder distribution, custody, foreign currency exchange, and other fees from the payment of dividends. Emerging markets tend to be more volatile than the markets of more mature economies and generally have less diverse and less mature economic structures and less stable political systems than those of developed countries.
Currency Risk. The values of investments in securities denominated in foreign currencies increase or decrease as the rates of exchange between those currencies and the U.S. dollar change. Currency conversion costs and currency fluctuations could erase investment gains or add to investment losses. Currency exchange rates can be volatile and are affected by factors such as general economic conditions, the actions of the United States and foreign governments or central banks, the imposition of currency controls, and speculation.
Management and Strategy Risk. The value of your investment depends on the judgment of the Sub-Adviser about the quality, relative yield, value, or market trends affecting a particular security, industry, sector, or region, which may prove to be incorrect.
Recent Market Events. Periods of market volatility may occur in response to market events, public health emergencies, natural disasters or climate events, and other economic, political, and global macro factors. For example, in recent years the COVID-19 pandemic, the large expansion of government deficits and debt as a result of government actions to mitigate the effects of the COVID-19 pandemic, Russia's invasion of Ukraine, and the rise of and inflation have resulted in extreme volatility in the global economy and in global financial markets. In addition, military conflicts and wars, such as Russia's invasion of Ukraine and the war among Israel, Hamas and other militant groups in the Middle East, have increased tensions in Europe and the Middle East and have caused and could continue to cause market disruptions in the regions and globally. These and other similar events could be prolonged and could adversely affect the value and liquidity of the Fund's investments, impair the Fund's ability to satisfy redemption requests, and negatively impact the Fund's performance.
Cybersecurity Risk. Cybersecurity incidents may allow an unauthorized party to gain access to Fund assets, customer data (including private shareholder information), or proprietary information, or cause the Fund, the Fund's investment adviser, Sub-Adviser and/or other service providers (including custodians, sub-custodians, transfer agents, and financial intermediaries) to suffer data breaches, data corruption or loss of operational functionality. In an extreme case, a shareholder's ability to exchange or redeem Fund shares may be affected. Issuers of securities in which the Fund invests are also subject to cybersecurity risks, and the value of those securities could decline if the issuers experience cybersecurity incidents.

The following risk factors apply to the Acquiring Fund only:


ETF Risks. The Acquiring Fund is an ETF, and, as a result of an ETF's structure, it is exposed to the following risks: •Authorized Participants, Market Makers and Liquidity Providers Concentration Risk. The Acquiring Fund has a limited number of financial institutions that may act as Authorized Participants. In addition, there may be a limited number of market makers and/or liquidity providers in the marketplace. To the extent either of the following events occur, Acquiring Fund shares may trade at a material discount to NAV and possibly face delisting: (i) Authorized Participants exit the business or otherwise become unable to process creation and/or redemption orders and no other Authorized Participants step forward to perform these services, or (ii) market makers and/or liquidity providers exit the business or significantly reduce their business activities and no other entities step forward to perform their functions. •Premium-Discount Risk. The Acquiring Fund shares may trade above or below their NAV. The market prices of Acquiring Fund shares will generally fluctuate in accordance with changes in NAV as well as the relative supply of, and demand for, Acquiring Fund shares on the NYSE Arca, Inc. (the "Exchange") or other securities exchanges. The trading price of Acquiring Fund shares may deviate significantly from NAV during periods of market volatility or limited trading activity in Acquiring Fund shares. In addition, you may incur the cost of the "spread," that is, any difference between the bid price and the ask price of the Acquiring Fund shares. •Cost of Trading Risk. Investors buying or acquiring the Acquiring Fund shares in the secondary market will pay brokerage commissions or other charges imposed by brokers as determined by that broker. Brokerage commissions are often a fixed amount and may be a significant proportional cost for investors seeking to buy or sell relatively small amounts of Acquiring Fund shares. •Trading Risk. Although the Acquiring Fund shares are listed on the Exchange, there can be no assurance that an active or liquid trading market for them will develop or be maintained. In addition, trading in Acquiring Fund shares on the Exchange may be halted. In stressed market conditions, the liquidity of Acquiring Fund shares may begin to mirror the liquidity of its underlying portfolio holdings, which can be less liquid than Acquiring Fund shares, potentially causing the market price of Acquiring Fund shares to deviate from its NAV. The spread varies over time for Acquiring Fund shares based on the Acquiring Fund's trading volume and market liquidity and is generally lower if the Acquiring Fund has high trading volume and market liquidity, and higher if the Acquiring Fund has little trading volume and market liquidity (which is often the case for funds that are newly launched or small in size).
Quantitative Security Selection Risk. Data for some companies may be less available and/or less current than data for companies in other markets. The Sub-Adviser uses quantitative analysis, and its processes could be adversely affected if erroneous or outdated data is utilized. In addition, securities selected using quantitative analysis could perform differently from the financial markets as a whole as a result of the characteristics used in the analysis, the weight placed on each characteristic and changes in the characteristic's historical trend.
New Fund Risk. The Fund is a recently organized investment company with no operating history. As a result, prospective investors have no track record or history on which to base their investment decision. There can be no assurance that the Fund will grow to or maintain an economically viable size.
In-Kind Contribution Risk. At its launch, the Fund expected to acquire a material amount of assets through one or more in-kind contributions that are intended to qualify as tax-deferred transactions governed by Section 351 of the Code. If one or more of the in-kind contributions were to fail to qualify for tax-deferred treatment, then the Fund would not take a carryover tax basis in the applicable contributed assets and would not benefit from a tacked holding period in those assets. This could cause the Fund to incorrectly calculate and report to shareholders the amount of gain or loss recognized and/or the character of gain or loss (e.g., as long-term or short-term) on the subsequent disposition of such assets.

D. Comparison of Investment Restrictions

The fundamental limitations of the Target Fund and the Acquiring Fund are set forth below. The fundamental investment limitations of the Target Fund and Acquiring Fund are similar, however the Acquiring Fund investment restrictions are generally broader.


Target Fund Investment Restrictions	Acquiring Fund Investment Restrictions	Differences
The Fund may not issue senior securities, borrow money or pledge its assets, except that (i) the Fund may borrow from banks in amounts not exceeding one-third of its net assets (including the amount borrowed); and (ii) this restriction shall not prohibit the Fund from engaging in options transactions or short sales and in investing in financial futures and reverse repurchase agreements.	The Fund may not issue senior securities, except to the extent permitted by the Investment Company Act, the rules and regulations thereunder and any applicable exemptive relief. The Fund may not borrow money, except to the extent permitted by the Investment Company Act, the rules and regulations there under and any applicable exemptive relief.	The restrictions are substantially similar.
The Fund may not act as underwriter, except to the extent the Fund may be deemed to be an underwriter in connection with the sale of securities in its investment portfolio.	The Fund may not engage in the business of underwriting securities except to the extent that the Fund may be considered an underwriter within the meaning of the 1933 Act in the acquisition, disposition or resale of its portfolio securities or in connection with investments in other investment companies, or to the extent otherwise permitted under the Investment Company Act, the rules and regulations thereunder and any applicable exemptive relief.	The restrictions are substantially similar.
The Fund may not invest 25% or more of its total assets, calculated at the time of purchase, in any one industry (other than securities issued by the U.S. Government, its agencies or instrumentalities).	The Fund will not concentrate its investments in a particular industry or group of industries, as that term is used in the Investment Company Act.	The restrictions are substantially similar.
The Fund may not purchase or sell real estate or interests in real estate limited partnerships (although the Fund may purchase and sell securities which are secured by real estate and securities of companies which invest or deal in real estate such as real estate investment trust ("REITs")).	The Fund may not purchase or sell real estate, except to the extent permitted under the Investment Company Act, the rules and regulations thereunder and any applicable exemptive relief.	The restrictions are substantially similar.


The Fund may not make loans of money, except (a) for purchases of debt securities consistent with the investment policies of the Fund, (b) by engaging in repurchase agreements, or (c) through the loan of portfolio securities in an amount up to 33 1/3% of the Fund's net assets.	The Fund may not make loans, except to the extent permitted under the Investment Company Act, the rules and regulations there under and any applicable exemptive relief.	The restrictions are substantially similar.
The Fund may not purchase or sell commodities or commodity futures contracts (although the Fund may invest in financial futures and in companies involved in the production, extraction, or processing of agricultural, energy, base metals, precious metals, and other commodity-related products.)	The Fund may not purchase or sell physical commodities, unless acquired as a result of ownership of securities or other instruments, and provided that this limitation does not prevent the Fund from (i) purchasing or selling securities of companies that purchase or sell commodities or that invest in commodities; (ii) engaging in any transaction involving currencies, options, forwards, futures contracts, options on futures contracts, swaps, hybrid instruments or other derivatives; or (iii) investing insecurities, or transacting in other instruments, that are linked to or secured by physical or other commodities.	The restrictions are substantially similar.

The Target Fund has also adopted the following non-fundamental investment restriction, which the Acquiring Fund has not adopted:

The Fund may not invest, in the aggregate, more than 15% of its net assets in securities 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 securities.

The Acquiring Fund is subject to the same maximum limit on investments in illiquid securities under Rule 22e-4 under the 1940 Act.

E. Comparison of Investment Advisory Agreements and Sub-Advisory Agreement

Investment Advisory Agreements

Towle & Co. Advisory Agreement. Towle & Co serves as the investment adviser to the Target Fund pursuant to an advisory agreement with IMST, on behalf of the Target Fund (the "Towle Advisory Agreement"). The Towle Advisory Agreement describes the advisory services Towle & Co. provides to the Target Fund, which generally includes advice on buying and selling securities.

Pursuant to the Towle Advisory Agreement, Towle & Co. receives an annual management fee equal to 0.79% of the Target Fund's average daily net assets.

Towle & Co. has contractually agreed to waive its fees and/or pay for operating expenses of the Target Fund to ensure that the total annual fund operating expenses (excluding, as applicable, any taxes, leverage interest, brokerage commissions, acquired fund fees and expenses (as determined in accordance with Form N-1A), expenses incurred in connection with any merger or reorganization, and extraordinary expenses such as litigation expenses) do not exceed 1.20% of the average daily net assets of the Target Fund. This agreement is effective until January 31, 2026, and it may be terminated before that date only by the Target Fund's Board.

Under the terms of the Towle Advisory Agreement, Towle & Co. shall not be liable for any error of judgment or for any loss suffered by the Trust in connection with the Towle Advisory Agreement, except for a loss resulting from a breach of fiduciary duty, or for a loss resulting from willful misfeasance, bad faith or gross negligence in the performance of its duties, or from reckless disregard by Towle & Co. of its duties under the Towle Advisory Agreement. The Towle Advisory Agreement is terminable without penalty by the Trust on behalf of the Target Fund, upon giving the Towle & Co. 60 days' notice when authorized either by a majority vote of the Target Fund's shareholders or by a vote of a majority of the Target Fund's Board, or by Towle & Co. on 60 days' written notice, and will automatically terminate in the event of its "assignment" (as defined in the 1940 Act).

A discussion regarding the basis for the Board's approval of the Advisory Agreement is available in the Fund's Form N-CSR for the fiscal year ended September 30, 2025.

For its services as investment adviser to the Target Fund, Towle & Co. received the following fees for the periods indicated:


Fiscal Year Ended	Management Fees Accrued	Management Fees Recouped	Total Management Fees Paid
September 30, 2025	$680,677	($4,693)	$675,984
September 30, 2024	$862,641	$0	$862,641
September 30, 2023	$858,023	$0	$858,023

Any reduction in management fees or payment of the Target Fund's expenses made by Towle & Co. in a fiscal year may be reimbursed by the Target Fund for a period ending three full fiscal years after the date of reduction or payment if Towle & Co. so requests. This reimbursement may be requested from the Target Fund if the reimbursement will not cause the Target Fund's annual expense ratio to exceed the lesser of (a) the expense limitation in effect at the time such fees were waived or payments made, or (b) the expense limitation in effect at the time of the reimbursement. However, the reimbursement amount may not exceed the total amount of fees waived and/or Target Fund expenses paid by Towle & Co. and will not include any amounts previously reimbursed to Towle & Co. by the Target Fund. Any such reimbursement is contingent upon the Target Fund Board's subsequent review of the reimbursed amounts. The Target Fund must pay current ordinary operating expenses before Towle & Co. is entitled to any reimbursement of fees and/or Target Fund expenses. If the Reorganization is consummated, Towle & Co. will not be able to seek reimbursement of any management fee waivers with respect to the Target Fund.

EA Advisory Agreement. Similar to the current Advisory Agreement between the Target Fund and Towle & Co., the investment advisory agreement between the EA Trust and EA Advisers (the "EA Advisory Agreement") describes the services EA Advisers will provide to the Acquiring Fund. EA Advisers selects the Acquiring Fund's

sub-adviser and oversees the sub-adviser's management of the Acquiring Fund. EA Advisers also provides trading, execution and various other administrative services and supervises the overall daily affairs of the Acquiring Fund.

EA Advisers is not liable to the EA Trust under the terms of the EA Advisory Agreement for any loss or damage arising from any action or omission in the course of, or connected with, rendering services thereunder or for any losses that may be sustained in the purchase, holding or sale of any investment or security, or otherwise, except a loss resulting from willful misfeasance, bad faith, gross negligence or reckless disregard in EA Advisers performance of its duties to the Acquiring Fund. The EA Advisory Agreement may be terminated (i) by the EA Trust at any time as to the Acquiring Fund, without the payment of any penalty, upon giving EA Advisers 60 days' notice, provided that such termination by the EA Trust shall be directed or approved by the vote of a majority of the Trustees of the EA Trust Board or by the vote of the holders of a majority of the voting securities of the Acquiring Fund, or (ii) by EA Advisers on 60 days' written notice to the EA Trust. In addition, as with the Towle Advisory Agreement, the EA Advisory Agreement will terminate automatically upon its assignment.

After the initial two-year term, the EA Advisory Agreement will continue in effect from year to year with respect to the Acquiring Fund so long as it is specifically approved at least annually in the manner required by the 1940 Act. For its services under the EA Advisory Agreement, EA Advisers will be entitled to a fee at the specified annual rate of 0.85% of the Acquiring Fund's average daily net assets. In addition, pursuant to the terms of the EA Advisory Agreement, EA Advisers will pay all expenses incurred by the Acquiring Fund except for the management fee, payments under any distribution plan adopted pursuant to Rule 12b-1, brokerage expenses, acquiring fund fees and expenses (including affiliated funds' fees and expenses), taxes (including tax-related services), interest (including borrowing costs), litigation expenses (including class action-related services) and other non-routine or extraordinary expenses. Additionally, the Acquiring Fund shall be responsible for its non-operating expenses and fees and expenses associated with the Acquiring Fund's securities lending program, if applicable.

The Acquiring Fund commenced operations on July 14, 2025. Accordingly, the Acquiring Fund does not yet have any management fee information to report.

A discussion summarizing the basis of the EA Trust Board's approval of the EA Advisers Advisory Agreement will be included in the Acquiring Fund's first Form N-CSR for the fiscal period ended November 30, 2025.

Sub-Advisory Agreement

The Target Fund does not engage a sub-adviser.

Towle & Co., the Target Fund's investment adviser, serves as the sub-adviser to the Acquiring Fund.

EA Advisers has entered into a sub-advisory agreement with Towle & Co. and the EA Trust with respect to the Acquiring Fund (the "Towle Sub-Advisory Agreement"). Under the Towle Sub-Advisory Agreement, Towle & Co. is responsible for selecting the Acquiring Fund's investments in accordance with the Acquiring Fund's investment objectives, policies and restrictions. Towle & Co. is not responsible for selecting broker-dealers or placing the Acquiring Fund's trades. Rather, Towle & Co. constructs the overall portfolio and provides trading instructions to EA Advisers, and, in turn, EA Advisers is responsible for selecting broker-dealers and placing the Acquiring Fund's trades. Pursuant to the Towle Sub-Advisory Agreement between EA Advisers, Towle & Co. and the EA Trust, EA Advisers compensates Towle & Co. out of the unitary investment management fees it receives from the Acquiring Fund.

After the initial two-year term, the continuance of the Towle Sub-Advisory Agreement must be specifically approved with respect to the Acquiring Fund at least annually: (i) by the vote of the EA Trust Board or by a vote of the shareholders of the Acquiring Fund; and (ii) by the vote of a majority of the Trustees of the EA Trust Board who are not parties to the agreement or "interested persons" or of any party thereto, cast in person at a meeting called for the purpose of voting on such approval. The Towle Sub-Advisory Agreement will terminate automatically in the event of its assignment and is terminable at any time without penalty by the EA Trust Board or by a majority of the outstanding voting securities of the Acquiring Fund. The Towle Sub-Advisory Agreement also may be terminated by EA Advisers upon sixty (60) days' written notice to Towle & Co. or upon sixty (60) day's written notice to EA Advisers and the EA Trust Board. Finally, the Towle Sub-Advisory Agreement will terminate automatically in the event of the termination of the EA Advisory Agreement between EA Advisers and the EA Trust, with respect to the Acquiring Fund.

A discussion summarizing the basis of the EA Trust Board's approval of the Towle Sub-Advisory Agreement will be included in the Acquiring Fund's first Form N-CSR for the fiscal period ended November 30, 2025.

F. Comparison of Distribution, Purchase and Redemption, and Distribution Plan

Distribution

The Funds distribute their net investment income annually and their net realized capital gains at least annually, if any. With respect to the Target Fund, all dividends and distributions will be reinvested in Target Fund shares unless you choose one of the following options: (1) to receive net investment income dividends in cash, while reinvesting capital gain distributions in additional Fund shares or (2) to receive all dividends and distributions in cash. The Acquiring Fund has not established a dividend reinvestment plan, but dividends may be reinvested automatically in additional shares if the broker through whom you hold such shares makes this option available. Such shares will generally be reinvested by the broker based upon the market price of those shares and investors may be subject to brokerage commissions charged by the broker.

Shares of the Target Fund are sold on a continuous basis at NAV by the Target Fund's Distributor. All initial investments must be made by check or wire or through the Automated Clearing House (ACH) network. The Target Fund requires a minimum investment of $5,000 for direct accounts, and $2,500 for direct retirement accounts, automatic investment plans, and gift accounts for minors. Certain exemptions apply as set forth in the Target Fund's prospectus. Investors should check the Target Fund's website (https://towlefund.com/) for further information.

The Acquiring Fund issues and redeems shares on a continuous basis, at NAV, only in large, specified blocks of shares, known as a Creation Unit, which are purchase and sold by Authorized Participants. The Acquiring Fund's shares are generally not individually redeemable securities, except when aggregated as Creation Units.

Purchase and Redemption

Shares of each Fund are sold without a sales charge. The Target Fund and the Acquiring Fund have different procedures for the purchase of shares.

Target Fund shares may be purchased by shareholders by opening an account with the Target Fund or otherwise purchasing shares through a financial intermediary. Shareholders may redeem shares directly from the Target Fund in exchange for cash. Shareholders may also redeem shares through a financial intermediary.

Shares of the Acquiring Fund are listed and traded on the NYSE Arca, Inc. under the ticker symbol TCV. Individual shares of the Acquiring Fund may only be purchased and sold on the secondary market through a broker-dealer. Since shares of the Acquiring Fund trade on securities exchanges in the secondary market at their market price rather than their NAV, Acquiring Fund shares may trade at a price greater than (premium) or less than (discount) the Acquiring Fund's NAV. An investor may incur costs attributable to the difference between the highest price a buyer is willing to pay to purchase shares of the Acquiring Fund (bid) and the lowest price a seller is willing to accept for shares of the Acquiring Fund (ask) when buying or selling shares in the secondary market (the "bid-ask spread").

Distribution Plan

The Target Fund Board has not adopted a distribution plan under Rule 12b-1 under the 1940 Act for the Target Fund.

The EA Trust Board has adopted a Distribution and Service Plan pursuant to Rule 12b-1 under the 1940 Act for the Acquiring Fund. In accordance with its Rule 12b-1 plan, the Acquiring Fund may be authorized to pay distribution fees of up to 0.25% of its average daily net assets each year to the Distributor and other firms that provide distribution and shareholder services. The maximum amount payable under the Plan is set at 0% until there is further action by the EA Trust Board. In the event 12b-1 fees are charged, over time they would increase the cost of an investment in the Acquiring Fund because they would be paid on an ongoing basis.

Differences in Purchases and Redemptions of Shares

Target Fund

The Target Fund is a mutual fund, and shares of the Target Fund are sold at the next determined NAV. Shareholders or prospective shareholders of the Target Fund may purchase shares of the Target Fund on any day that the NYSE is open for trading, subject to certain restrictions. Purchases may be made by mailing an application or request to Towle Value Fund, P.O. Box 2175, Milwaukee, Wisconsin 53201-2175 or by calling 1-888-99TOWLE or 1-888-998-6953. You also may purchase shares through a financial intermediary, such as a broker-dealer, bank, or trust company. The minimum initial investment for a direct investment in the Target Fund is $5,000, and $2,500 for direct retirement accounts, automatic investment plans, and gift accounts for minors. The minimum subsequent investment is $500 for direct accounts, $250 for direct retirement accounts and gift accounts for minors, and $100 for automatic investment plans.

Shares of the Target Fund are redeemed directly from the Target Fund at the next determined NAV on any day that the NYSE is open for trading, subject to certain restrictions. Redemptions may be made by mailing an application or redemption request to Towle Value Fund, P.O. Box 2175, Milwaukee, Wisconsin 53201-2175 or by calling 1-888-99TOWLE or 1-888-998-6953. Shareholders may also redeem shares through a financial intermediary.

Acquiring Fund

The Acquiring Fund is an ETF. The Acquiring Fund is traded on the Exchange during the trading day. Individual fund shares can be bought and sold in the secondary market (the exchange) through a broker or dealer at a market price throughout the trading day, like other shares of publicly traded securities. Individual ETF shares are not purchased or redeemed by investors directly from the Acquiring Fund, except in creation units. ETF shares are bought and sold at market prices, rather than the NAV, and shares may trade at a price greater (premium) or less (discount) than the NAV. There is no minimum investment for purchases made on the Exchange. When buying or selling ETF shares through a broker, you may incur customary brokerage commissions and charges. When charged, the commission is frequently a fixed amount and may be a significant proportional cost for investors seeking to buy or sell small amounts of shares. In addition, you will incur the cost of the "spread," which is the difference between what investors are willing to pay for shares (the "Bid" price) and the price at which they are willing to sell the shares (the "Ask" price). The spread with respect to Acquiring Fund's shares varies over time based on the Acquiring Fund's trading volume and market liquidity and is generally lower (or narrow) if the Acquiring Fund has a lot of trading volume and market liquidity and higher (or wider) if the Acquiring Fund has little trading volume and market liquidity. When the spread widens, particularly in times of market stress, you may pay significantly more or receive significantly less than the underlying value of the Acquiring Fund shares when they buy or sell ETF shares in the secondary market. Because of the costs of buying and selling ETF shares, frequent trading may reduce investment returns.

Only certain large investors that have contractually agreed to be, and have been designated as, Authorized Participants are able to purchase and redeem large blocks of shares directly with the Acquiring Fund. The Acquiring Fund will issue or redeem creation units at the NAV next determined after the receipt of an order in proper form, generally in exchange for a basket of assets that the Acquiring Fund specifies each day. The Acquiring Fund's shares may only be purchased or redeemed in creation units by submitting an order to the Acquiring Fund's transfer agent. More information about the purchase and sale of ETF shares in creation units can be found in the Acquiring Fund's Statement of Additional Information under "Transactions in Creation Units".

G. Key Information about the Reorganization

The following is a summary of key information concerning the Reorganization. Keep in mind that more detailed information appears in the Plan, the form of which is attached to this Proxy Statement/Prospectus as Exhibit A.

1. Agreement and Plan of Reorganization

At the Special Meeting, the shareholders of the Target Fund will be asked to approve the Plan to reorganize the Target Fund into the Acquiring Fund. The Acquiring Fund is a series of the EA Trust. If the Plan is approved by the shareholders of the Target Fund and the Reorganization is completed, the Target Fund will transfer all of its assets to the Acquiring Fund in exchange for (i) shares of the Acquiring Fund and cash with an aggregate NAV equal to the aggregate NAV of the Target Fund as of the close of business on the closing date of the Reorganization (the "Closing"), and (ii) the assumption by the Acquiring Fund of all of the Target Fund's liabilities. Immediately thereafter, the Target Fund will distribute the shares of the Acquiring Fund and cash to its shareholders in exchange for the Target Fund shares held by the shareholders in complete liquidation of the Target Fund.

•Each Target Fund shareholder who holds Target Fund shares through a Non-Qualifying Account will receive cash equal in value to the aggregate NAV of the Target Fund shares held by the Target Fund shareholder immediately prior to the Reorganization. Such shareholders will not become shareholders of the Acquiring Fund.

The expenses associated with the Reorganization will be borne by Towle & Co. Certificates evidencing Acquiring Fund shares will not be issued to the Target Fund's shareholders.

Until the Closing, shareholders of the Target Fund will continue to be able to sell their shares at the Target Fund's next determined NAV on any day that the NYSE is open for trading, subject to certain restrictions. After the Reorganization, all of the issued and outstanding shares of the Target Fund will be canceled on the books of the Target Fund and the transfer agent books of the Target Fund will be permanently closed.

The Reorganization is subject to a number of conditions, including, without limitation, the approval of the Plan by the shareholders of the Target Fund and the receipt of a legal opinion from tax counsel to the EA Trust with respect to the federal income tax consequences of the Reorganization. Assuming satisfaction of the conditions in the Plan, the Reorganization is expected to be effective on March 13, 2026, or such other date agreed to by the Target Fund and the EA Trust.

The Plan may be amended, modified, or supplemented in such manner as may be mutually agreed upon in writing by the authorized officers of the Target Fund and the Acquiring Fund, notwithstanding approval of the Plan by the Target Fund's shareholders, provided that no such amendment after such approval may have the effect of changing the Plan to the detriment of such shareholders without their further approval. In addition, the Plan may be terminated at any time prior to the Closing by the Target Fund Board or the EA Trust Board if, among other reasons, the Target Fund Board or the EA Trust Board determines that the Reorganization is not in the best interests of its shareholders.

2. Description of the Acquiring Fund's Shares

The Acquiring Fund's shares issued to the shareholders of the Target Fund pursuant to the Reorganization will be duly authorized, validly issued, fully paid and non-assessable when issued, will be transferable without restriction and will have no preemptive or conversion rights. Individual shares of the Acquiring Fund may only be bought and sold in the secondary market through a broker-dealer at market price.

3. Board Considerations Relating to the Reorganization

The Target Fund Board considered and discussed the Reorganization with representatives of Towle & Co. at a meeting held on December 4, 2025. The Target Fund Board, based on these considerations, and the recommendation of Towle & Co. approved the Plan and the solicitation of shareholders of the Target Fund to vote on the Plan.

In considering the Plan and the Reorganization, the Target Fund Board and its Independent Trustees reviewed information provided by EA Advisers and Towle & Co. in response to an information request addressing, among other things, the nature and structure of the Reorganization, the proposed impact and benefits to shareholders, any changes in portfolio strategy, management, or design, the differences to shareholders of owning shares of an ETF compared to a more traditional mutual fund, EA Advisers' experience, resources and capabilities, and the tax impact of the Reorganization. At the meeting held on December 4, 2025, the Target Fund Board met with representatives from Towle & Co. who presented their reasoning for the Reorganization of the Target Fund into the Acquiring Fund. Towle & Co. explained to the Target Fund Board that it had concluded that the Reorganization should benefit shareholders of the Target Fund and recommended that the Target Fund Board approve the Reorganization. Among the reasons provided and factors discussed were: