03/05/2026 | Press release | Distributed by Public on 03/05/2026 14:37
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM N-CSR
CERTIFIED SHAREHOLDER REPORT OF REGISTERED
MANAGEMENT INVESTMENT COMPANIES
Investment Company Act file number 811-07959
Advisors Series Trust
(Exact name of registrant as specified in charter)
615 East Michigan Street
Milwaukee, WI 53202
(Address of principal executive offices) (Zip code)
Jeffrey T. Rauman, President/Principal Executive Officer
Advisors Series Trust
c/o U.S. Bancorp Fund Services, LLC
777 East Wisconsin Avenue
Milwaukee, WI 53202
(Name and address of agent for service)
(626) 914-7363
(Registrant's telephone number, including area code)
Date of fiscal year end: December 31, 2025
Date of reporting period: December 31, 2025
Item 1. Reports to Stockholders.
| (a) |
|
Capital Advisors Growth Fund
|
||
|
Investor Class| CIAOX
|
||
|
Annual Shareholder Report | December 31, 2025
|
|
Class Name
|
Costs of a $10,000 investment
|
Costs paid as a percentage of a $10,000 investment
|
|
Investor Class
|
$103
|
0.95%
|
|
Top Contributors
|
|
|
↑
|
Alphabet, Inc.
|
|
↑
|
NVIDIA Corp.
|
|
↑
|
JPMorgan Chase & Co.
|
|
↑
|
GE Vernova, Inc.
|
|
↑
|
Applied Materials, Inc.
|
|
Top Detractors
|
|
|
↓
|
Accenture, PLC
|
|
↓
|
UnitedHeath Group, Inc.
|
|
↓
|
Proctor & Gamble Co.
|
|
↓
|
Thermo Fisher Scientific, Inc.
|
|
↓
|
Honeywell International, Inc.
|
| Capital Advisors Growth Fund | PAGE 1 | TSR-AR-007989783 |
|
1 Year
|
5 Year
|
10 Year
|
|
|
Investor Class
|
16.49
|
11.99
|
13.91
|
|
S&P 500 TR
|
17.88
|
14.42
|
14.82
|
| * | The Fund's past performance is not a good predictor of how the Fund will perform in the future. The graph and table do not reflect the deduction of taxes that a shareholder would pay on Fund distributions or redemption of Fund shares. |
|
Net Assets
|
$160,205,496
|
|
Number of Holdings
|
37
|
|
Net Advisory Fee
|
$1,009,190
|
|
Portfolio Turnover
|
15%
|
| Capital Advisors Growth Fund | PAGE 2 | TSR-AR-007989783 |
|
Top 10 Issuers
|
(%)
|
|
NVIDIA Corp.
|
7.6%
|
|
First American Government Obligations Fund
|
7.4%
|
|
Microsoft Corp.
|
6.6%
|
|
Alphabet, Inc.
|
6.4%
|
|
Amazon.com, Inc.
|
5.8%
|
|
JPMorgan Chase & Co.
|
5.7%
|
|
Apple, Inc.
|
5.7%
|
|
Applied Materials, Inc.
|
3.6%
|
|
Intuitive Surgical, Inc.
|
2.7%
|
|
Honeywell International, Inc.
|
2.4%
|
| * | Expressed as a percentage of net assets. |
| Capital Advisors Growth Fund | PAGE 3 | TSR-AR-007989783 |
| (b) | Not applicable. |
Item 2. Code of Ethics.
The registrant has adopted a code of ethics that applies to the registrant's principal executive officer and principal financial officer. The registrant has not made any substantive amendments to its code of ethics during the period covered by this report. The registrant has not granted any waivers from any provisions of the code of ethics during the period covered by this report.
A copy of the registrant's Code of Ethics is filed herewith.
Item 3. Audit Committee Financial Expert.
The registrant's Board of Trustees has determined that there is at least one audit committee financial expert serving on its audit committee. Mr. Joe D. Redwine, Ms. Michele Rackey, Ms. Anne Kritzmire and Mr. Craig Wainscott are the "audit committee financial experts" and are considered to be "independent" as each term is defined in Item 3 of Form N-CSR.
Item 4. Principal Accountant Fees and Services.
The registrant has engaged its principal accountant to perform audit services, audit-related services, tax services and other services during the past two fiscal years. "Audit services" refer to performing an audit of the registrant's annual financial statements or services that are normally provided by the accountant in connection with statutory and regulatory filings or engagements for those fiscal years. "Audit-related services" refer to the assurance and related services by the principal accountant that are reasonably related to the performance of the audit. "Tax services" refer to professional services rendered by the principal accountant including the review of federal income tax returns, review of federal excise tax returns, review of state tax returns, if any, and assistance with calculation of required income, capital gain and excise distributions. There were no "other services" provided by the principal accountant. The following table details the aggregate fees billed or expected to be billed for each of the last two fiscal years for audit fees, audit-related fees, tax fees and other fees by the principal accountant.
| FYE 12/31/2025 | FYE 12/31/2024 | |
| (a) Audit Fees | $17,500 | $17,500 |
| (b) Audit-Related Fees | N/A | N/A |
| (c) Tax Fees | $3,600 | $3,600 |
| (d) All Other Fees | N/A | N/A |
(e)(1) The audit committee has adopted pre-approval policies and procedures that require the audit committee to pre-approve all audit and non-audit services of the registrant, including services provided to any entity affiliated with the registrant.
(e)(2) The percentage of fees billed by Tait, Weller & Baker LLP applicable to non-audit services pursuant to waiver of pre-approval requirement were as follows:
| FYE 12/31/2025 | FYE 12/31/2024 | |
| Audit-Related Fees | 0% | 0% |
| Tax Fees | 0% | 0% |
| All Other Fees | 0% | 0% |
(f) During the audit of the registrant's financial statements, 100 percent of the hours were attributed to work performed by persons other than full-time permanent employees of the principal accountant.
(g) The following table indicates the non-audit fees billed or expected to be billed by the registrant's accountant for services to the registrant and to the registrant's investment adviser (and any other controlling entity, etc.-not sub-adviser) for the last two years.
| Non-Audit Related Fees | FYE 12/31/2025 | FYE 12/31/2024 |
| Registrant | N/A | N/A |
| Registrant's Investment Adviser | N/A | N/A |
(h) The audit committee of the board of trustees/directors has considered whether the provision of non-audit services that were rendered to the registrant's investment adviser is compatible with maintaining the principal accountant's independence and has concluded that the provision of such non-audit services by the accountant has not compromised the accountant's independence.
(i) The registrant has not been identified by the U.S. Securities and Exchange Commission as having filed an annual report issued by a registered public accounting firm branch or office that is located in a foreign jurisdiction where the Public Company Accounting Oversight Board is unable to inspect or completely investigate because of a position taken by an authority in that jurisdiction.
(j) The registrant is not a foreign issuer.
Item 5. Audit Committee of Listed Registrants.
Not applicable.
Item 6. Investments.
| (a) | Schedule of Investments is included as part of the report to shareholders filed under Item 7 of this Form. |
| (b) | Not applicable. |
Item 7. Financial Statements and Financial Highlights for Open-End Investment Companies.
| (a) |
|
|
|
|
|
|
|
|
Page
|
|
|
Schedule of Investments
|
|
|
1
|
|
Statement of Assets and Liabilities
|
|
|
4
|
|
Statement of Operations
|
|
|
5
|
|
Statements of Changes in Net Assets
|
|
|
6
|
|
Financial Highlights
|
|
|
7
|
|
Notes to Financial Statements
|
|
|
8
|
|
Report of Independent Registered Public Accounting Firm
|
|
|
13
|
|
Additional Information
|
|
|
14
|
|
|
|
|
|
TABLE OF CONTENTS
|
|
|
|
|
|
|
|
|
|
|
Shares
|
|
|
Value
|
|
|
COMMON STOCKS - 92.6%
|
|
|
|
|
||
|
Administrative and Support Services - 2.7%
|
|
|
|
|
||
|
Uber Technologies, Inc.(a)
|
|
|
20,225
|
|
|
$1,652,585
|
|
Visa, Inc. - Class A
|
|
|
7,680
|
|
|
2,693,453
|
|
|
|
|
|
4,346,038
|
||
|
Beverage and Tobacco Product Manufacturing - 1.9%
|
|
|
|
|
||
|
PepsiCo, Inc.
|
|
|
21,289
|
|
|
3,055,397
|
|
Chemical Manufacturing - 3.0%
|
|
|
|
|
||
|
Ecolab, Inc.
|
|
|
8,925
|
|
|
2,342,991
|
|
Procter & Gamble Co.
|
|
|
16,500
|
|
|
2,364,615
|
|
|
|
|
|
4,707,606
|
||
|
Computer and Electronic Product Manufacturing - 19.7%
|
|
|
|
|
||
|
Apple, Inc.
|
|
|
33,665
|
|
|
9,152,167
|
|
Danaher Corp.
|
|
|
14,600
|
|
|
3,342,232
|
|
NVIDIA Corp.
|
|
|
65,000
|
|
|
12,122,500
|
|
Palo Alto Networks, Inc.(a)
|
|
|
20,350
|
|
|
3,748,470
|
|
Veralto Corp.
|
|
|
31,800
|
|
|
3,173,004
|
|
|
|
|
|
31,538,373
|
||
|
Computing Infrastructure Providers, Data Processing, Web Hosting, and
Related Services - 0.9%
|
|
|
|
|
||
|
Airbnb, Inc. - Class A(a)
|
|
|
10,775
|
|
|
1,462,383
|
|
Credit Intermediation and Related Activities - 5.8%
|
|
|
|
|
||
|
JPMorgan Chase & Co.
|
|
|
28,575
|
|
|
9,207,436
|
|
E-Commerce/Services - 1.7%
|
|
|
|
|
||
|
MercadoLibre, Inc.(a)
|
|
|
1,375
|
|
|
2,769,608
|
|
Electrical Equipment, Appliance, and Component Manufacturing - 2.3%
|
|
|
|
|
||
|
Rockwell Automation, Inc.
|
|
|
9,550
|
|
|
3,715,618
|
|
Insurance Carriers and Related Activities - 2.3%
|
|
|
|
|
||
|
Berkshire Hathaway, Inc. - Class B(a)
|
|
|
7,350
|
|
|
3,694,478
|
|
Machinery Manufacturing - 3.6%
|
|
|
|
|
||
|
Applied Materials, Inc.
|
|
|
22,450
|
|
|
5,769,425
|
|
Management of Companies and Enterprises - 1.3%
|
|
|
|
|
||
|
Sea Ltd. - ADR(a)
|
|
|
16,650
|
|
|
2,124,041
|
|
Mining (except Oil and Gas) - 3.9%
|
|
|
|
|
||
|
Cameco Corp.
|
|
|
33,620
|
|
|
3,075,894
|
|
Freeport-McMoRan, Inc.
|
|
|
62,975
|
|
|
3,198,500
|
|
|
|
|
|
6,274,394
|
||
|
Miscellaneous Manufacturing - 4.7%
|
|
|
|
|
||
|
Intuitive Surgical, Inc.(a)
|
|
|
7,565
|
|
|
4,284,513
|
|
Stryker Corp.
|
|
|
9,325
|
|
|
3,277,458
|
|
|
|
|
|
7,561,971
|
||
|
|
|
|
|
|
|
|
|
|
|
1
|
|
|
TABLE OF CONTENTS
|
|
|
|
|
|
|
|
|
|
|
Shares
|
|
|
Value
|
|
|
COMMON STOCKS - (Continued)
|
||||||
|
Oil and Gas Extraction - 1.6%
|
|
|
|
|
||
|
EQT Corp.
|
|
|
47,725
|
|
|
$2,558,060
|
|
Professional, Scientific, and Technical Services - 9.0%
|
|
|
|
|
||
|
Accenture PLC - Class A
|
|
|
8,435
|
|
|
2,263,111
|
|
Alphabet, Inc. - Class C
|
|
|
32,800
|
|
|
10,292,640
|
|
Snowflake, Inc.(a)
|
|
|
8,515
|
|
|
1,867,850
|
|
|
|
|
|
14,423,601
|
||
|
Publishing Industries - 6.6%
|
|
|
|
|
||
|
Microsoft Corp.
|
|
|
21,950
|
|
|
10,615,459
|
|
Securities, Commodity Contracts, and Other Financial Investments and
Related Activities - 2.6%
|
|
|
|
|
||
|
Brookfield Corp.
|
|
|
70,837
|
|
|
3,250,710
|
|
IonQ, Inc.(a)
|
|
|
19,235
|
|
|
863,074
|
|
|
|
|
|
4,113,784
|
||
|
Sporting Goods, Hobby, Musical Instrument, Book, and Miscellaneous
Retailers - 7.6%
|
|
|
|
|
||
|
Amazon.com, Inc.(a)
|
|
|
40,525
|
|
|
9,353,981
|
|
DoorDash, Inc. - Class A(a)
|
|
|
12,150
|
|
|
2,751,732
|
|
|
|
|
|
12,105,713
|
||
|
Transportation Equipment Manufacturing - 6.3%
|
|
|
|
|
||
|
Boeing Co.(a)
|
|
|
17,175
|
|
|
3,729,036
|
|
Honeywell International, Inc.
|
|
|
19,675
|
|
|
3,838,396
|
|
Tesla, Inc.(a)
|
|
|
5,720
|
|
|
2,572,398
|
|
|
|
|
|
10,139,830
|
||
|
Utilities - 3.7%
|
|
|
|
|
||
|
Constellation Energy Corp.
|
|
|
8,000
|
|
|
2,826,160
|
|
GE Vernova, Inc.
|
|
|
4,795
|
|
|
3,133,868
|
|
|
|
|
|
5,960,028
|
||
|
Waste Management and Remediation Services - 1.4%
|
|
|
|
|
||
|
Waste Management, Inc.
|
|
|
10,225
|
|
|
2,246,535
|
|
TOTAL COMMON STOCKS
(Cost $71,852,213)
|
|
|
|
|
148,389,778
|
|
|
SHORT-TERM INVESTMENTS
|
|
|
|
|
||
|
MONEY MARKET FUNDS - 7.4%
|
|
|
|
|
||
|
First American Government Obligations Fund - Class X, 3.67%(b)
|
|
|
11,781,498
|
|
|
11,781,498
|
|
TOTAL MONEY MARKET FUNDS
(Cost $11,781,498)
|
|
|
|
|
11,781,498
|
|
|
TOTAL INVESTMENTS - 100.0%
(Cost $83,633,711)
|
|
|
|
|
$160,171,276
|
|
|
Other Assets in Excess of Liabilities - 0.0%(c)
|
|
|
|
|
34,220
|
|
|
TOTAL NET ASSETS - 100.0%
|
|
|
|
|
$160,205,496
|
|
|
|
|
|
|
|
|
|
|
|
|
2
|
|
|
TABLE OF CONTENTS
|
(a)
|
Non-income producing security.
|
|
(b)
|
The rate shown represents the 7-day annualized yield as of December 31, 2025.
|
|
(c)
|
Represents less than 0.05% of net assets.
|
|
|
|
3
|
|
|
TABLE OF CONTENTS
|
|
|
|
|
|
ASSETS:
|
|
|
|
|
Investments, at value
|
|
|
$160,171,276
|
|
Receivable for fund shares sold
|
|
|
118,538
|
|
Dividends receivable
|
|
|
91,986
|
|
Prepaid expenses and other assets
|
|
|
27,763
|
|
Total assets
|
|
|
160,409,563
|
|
LIABILITIES:
|
|
|
|
|
Payable to Adviser
|
|
|
92,999
|
|
Payable for fund administration and accounting fees
|
|
|
48,699
|
|
Payable for audit fees
|
|
|
21,350
|
|
Payable for transfer agent fees and expenses
|
|
|
10,455
|
|
Payable for compliance fees
|
|
|
3,750
|
|
Payable for capital shares redeemed
|
|
|
2,774
|
|
Payable for custodian fees
|
|
|
2,285
|
|
Payable for expenses and other liabilities
|
|
|
13,039
|
|
Payable for trustees fees
|
|
|
8,716
|
|
Total liabilities
|
|
|
204,067
|
|
NET ASSETS
|
|
|
$ 160,205,496
|
|
Net Assets Consists of:
|
|
|
|
|
Paid-in capital
|
|
|
$82,843,881
|
|
Total distributable earnings
|
|
|
77,361,615
|
|
Total net assets
|
|
|
$ 160,205,496
|
|
Investor Class
|
|
|
|
|
Net assets
|
|
|
$160,205,496
|
|
Shares issued and outstanding(a)
|
|
|
3,175,503
|
|
Net asset value per share
|
|
|
$50.45
|
|
Cost:
|
|
|
|
|
Investments, at cost
|
|
|
$83,633,711
|
|
|
|
|
|
|
(a)
|
Unlimited shares authorized.
|
|
|
|
4
|
|
|
TABLE OF CONTENTS
|
|
|
|
|
|
INVESTMENT INCOME:
|
|
|
|
|
Dividend income
|
|
|
$1,602,542
|
|
Less: issuance fees
|
|
|
(333)
|
|
Less: dividend withholding taxes
|
|
|
(3,430)
|
|
Total investment income
|
|
|
1,598,779
|
|
EXPENSES:
|
|
|
|
|
Investment advisory fee
|
|
|
1,009,190
|
|
Fund administration and accounting fees
|
|
|
192,864
|
|
Transfer agent fees
|
|
|
42,928
|
|
Federal and state registration fees
|
|
|
30,174
|
|
Trustees' fees
|
|
|
27,714
|
|
Audit fees
|
|
|
21,700
|
|
Custodian fees
|
|
|
15,168
|
|
Compliance fees
|
|
|
15,001
|
|
Reports to shareholders
|
|
|
14,907
|
|
Legal fees
|
|
|
10,279
|
|
Other expenses and fees
|
|
|
16,691
|
|
Total expenses
|
|
|
1,396,616
|
|
Net investment income (loss)
|
|
|
202,163
|
|
REALIZED AND UNREALIZED GAIN (LOSS)
|
|
|
|
|
Net realized gain (loss) from:
|
|
|
|
|
Investments
|
|
|
7,294,574
|
|
Net realized gain (loss)
|
|
|
7,294,574
|
|
Net change in unrealized appreciation (depreciation) on:
|
|
|
|
|
Investments
|
|
|
15,262,385
|
|
Net change in unrealized appreciation (depreciation)
|
|
|
15,262,385
|
|
Net realized and unrealized gain (loss)
|
|
|
22,556,959
|
|
NET INCREASE (DECREASE) IN NET ASSETS RESULTING FROM OPERATIONS
|
|
|
$ 22,759,122
|
|
|
|
|
|
|
|
|
5
|
|
|
TABLE OF CONTENTS
|
|
|
|
|
|||
|
|
|
Year Ended December 31,
|
||||
|
|
2025
|
|
|
2024
|
||
|
OPERATIONS:
|
|
|
|
|
||
|
Net investment income (loss)
|
|
|
$202,163
|
|
|
$397,551
|
|
Net realized gain (loss)
|
|
|
7,294,574
|
|
|
8,713,539
|
|
Net change in unrealized appreciation (depreciation)
|
|
|
15,262,385
|
|
|
17,382,942
|
|
Net increase (decrease) in net assets from operations
|
|
|
22,759,122
|
|
|
26,494,032
|
|
DISTRIBUTIONS TO SHAREHOLDERS:
|
|
|
|
|
||
|
From earnings - Investor Class
|
|
|
(6,635,545 )
|
|
|
(10,279,291 )
|
|
Total distributions to shareholders
|
|
|
(6,635,545 )
|
|
|
(10,279,291 )
|
|
CAPITAL TRANSACTIONS:
|
|
|
|
|
||
|
Shares sold - Investor Class
|
|
|
15,199,351
|
|
|
16,402,017
|
|
Shares issued from reinvestment of distributions - Investor Class
|
|
|
6,369,094
|
|
|
9,918,988
|
|
Shares redeemed - Investor Class
|
|
|
(15,389,830 )
|
|
|
(17,385,767 )
|
|
Net increase (decrease) in net assets from capital transactions
|
|
|
6,178,615
|
|
|
8,935,238
|
|
Net increase (decrease) in net assets
|
|
|
22,302,192
|
|
|
25,149,979
|
|
NET ASSETS:
|
|
|
|
|
||
|
Beginning of the year
|
|
|
137,903,304
|
|
|
112,753,325
|
|
End of the year
|
|
|
$ 160,205,496
|
|
|
$137,903,304
|
|
SHARES TRANSACTIONS
|
|
|
|
|
||
|
Shares sold - Investor Class
|
|
|
320,402
|
|
|
370,734
|
|
Shares issued from reinvestment of distributions - Investor Class
|
|
|
126,698
|
|
|
213,910
|
|
Shares redeemed - Investor Class
|
|
|
(323,819 )
|
|
|
(389,449 )
|
|
Total increase (decrease) in shares outstanding
|
|
|
123,281
|
|
|
195,195
|
|
|
|
|
|
|
|
|
|
|
|
6
|
|
|
TABLE OF CONTENTS
|
|
|
|
|
||||||||||||
|
|
|
Year Ended December 31,
|
|||||||||||||
|
|
|
2025
|
|
|
2024
|
|
|
2023
|
|
|
2022
|
|
|
2021
|
|
|
PER SHARE DATA:
|
|
|
|
|
|
|
|
|
|
|
|||||
|
Net asset value, beginning of year
|
|
|
$45.18
|
|
|
$39.47
|
|
|
$31.88
|
|
|
$39.75
|
|
|
$36.13
|
|
INVESTMENT OPERATIONS:
|
|
|
|
|
|
|
|
|
|
|
|||||
|
Net investment income (loss)
|
|
|
0.07
|
|
|
0.14
|
|
|
0.22(a)
|
|
|
0.17
|
|
|
(0.01)(a)
|
|
Net realized and unrealized gain (loss) on investments(b)
|
|
|
7.37
|
|
|
9.18
|
|
|
7.54
|
|
|
(7.69)
|
|
|
7.77
|
|
Total from investment operations
|
|
|
7.44
|
|
|
9.32
|
|
|
7.76
|
|
|
(7.52)
|
|
|
7.76
|
|
LESS DISTRIBUTIONS FROM:
|
|
|
|
|
|
|
|
|
|
|
|||||
|
Net investment income
|
|
|
(0.07)
|
|
|
(0.36)
|
|
|
(0.17)
|
|
|
(0.01)
|
|
|
-
|
|
Net realized gains
|
|
|
(2.10)
|
|
|
(3.25)
|
|
|
-
|
|
|
(0.34)
|
|
|
(4.14)
|
|
Total distributions
|
|
|
(2.17)
|
|
|
(3.61)
|
|
|
(0.17)
|
|
|
(0.35)
|
|
|
(4.14)
|
|
Redemption fee per share(d)
|
|
|
-
|
|
|
-
|
|
|
0.00(a)(c)
|
|
|
-
|
|
|
0.00(a)(c)
|
|
Net asset value, end of year
|
|
|
$50.45
|
|
|
$45.18
|
|
|
$39.47
|
|
|
$31.88
|
|
|
$39.75
|
|
Total return
|
|
|
16.49%
|
|
|
23.39%
|
|
|
24.35%
|
|
|
−18.96%
|
|
|
21.60%
|
|
SUPPLEMENTAL DATA AND RATIOS:
|
|
|
|
|
|
|
|
|
|
|
|||||
|
Net assets, end of year
(in thousands)
|
|
|
$160,205
|
|
|
$137,903
|
|
|
$112,753
|
|
|
$87,753
|
|
|
$109,939
|
|
Ratio of expenses to average net assets
|
|
|
0.95%
|
|
|
0.95%
|
|
|
1.00%
|
|
|
1.00%
|
|
|
1.00%
|
|
Ratio of net investment income (loss) to average net assets
|
|
|
0.14%
|
|
|
0.31%
|
|
|
0.60%
|
|
|
0.50%
|
|
|
(0.03)%
|
|
Portfolio turnover rate
|
|
|
15%
|
|
|
19%
|
|
|
12%
|
|
|
18%
|
|
|
29%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(a)
|
Based on average shares outstanding.
|
|
(b)
|
Realized and unrealized gains and losses per share in the caption are balancing amounts necessary to reconcile the change in net asset value per share for the years, and may not reconcile with the aggregate gains and losses in the Statement of Operations due to share transactions for the years.
|
|
(c)
|
Amount represents less than $0.005 per share.
|
|
(d)
|
The Fund stopped collecting a redemption fee on April 28, 2023.
|
|
|
|
7
|
|
|
TABLE OF CONTENTS
|
A.
|
Security Valuation: All investments in securities are recorded at their estimated fair value, as described in Note 3.
|
|
B.
|
Federal Income Taxes: It is the Fund's policy to comply with the requirements of Subchapter M of the Internal Revenue Code applicable to regulated investment companies and to distribute substantially all of its taxable income to its shareholders. Therefore, no Federal income or excise tax provision is required.
|
|
C.
|
Security Transactions, Income and Distributions: Security transactions are accounted for on the trade date. Realized gains and losses on securities sold are determined on the basis of identified cost. Interest income is recorded on an accrual basis. Dividend income, income and capital gain distributions from underlying funds, and distributions to shareholders are recorded on the ex-dividend date. Withholding taxes on foreign dividends have been provided for in accordance with the Fund's understanding of the applicable country's tax rules and rates.
|
|
D.
|
Reclassification of Capital Accounts: Accounting principles generally accepted in the United States of America require that certain components of net assets relating to permanent differences be reclassified between financial and tax reporting. These reclassifications have no effect on net assets or net asset value per share. For the year ended December 31, 2025, there were no reclassifications between paid-in capital and distributable earnings.
|
|
|
|
8
|
|
|
TABLE OF CONTENTS
|
E.
|
Use of Estimates:The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities at the date of the financial statements and the reported amounts of increases and decreases in net assets during the reporting period. Actual results could differ from those estimates.
|
|
F.
|
REITs:The Fund is able to make certain investments in real estate investment trusts ("REITs") which pay dividends to their shareholders based upon available funds from operations. It is quite common for these dividends to exceed the REITs' taxable earnings and profits resulting in the excess portion being designated as a return of capital. The Fund intends to include the gross dividends from such REITs in its annual distributions to its shareholders and, accordingly, a portion of the Fund's distributions may also be designated as a return of capital.
|
|
G.
|
Redemption Fees: Prior to April 28, 2023, the Fund charged a 2.00% redemption fee to shareholders who redeemed shares held 7 days or less. Such fees were retained by the Fund and accounted for as an addition to paid-in capital. Effective April 28, 2023, the Fund removed redemption fees.
|
|
H.
|
Events Subsequent to the Fiscal Year End: In preparing the financial statements as of December 31, 2025, management considered the impact of subsequent events for potential recognition or disclosure in the financial statements. Management has determined there were no subsequent events that would need to be disclosed in the Fund's financial statements.
|
|
Level 1 -
|
Unadjusted quoted prices in active markets for identical assets or liabilities that the Fund has the ability to access.
|
|
Level 2 -
|
Observable inputs other than quoted prices included in Level 1 that are observable for the asset or liability, either directly or indirectly. These inputs may include quoted prices for the identical instrument on an inactive market, prices for similar instruments, interest rates, prepayment speeds, credit risk, yield curves, default rates and similar data.
|
|
Level 3 -
|
Unobservable inputs for the asset or liability, to the extent relevant observable inputs are not available, representing the Fund's own assumptions about the assumptions a market participant would use in valuing the asset or liability, and would be based on the best information available.
|
|
|
|
9
|
|
|
TABLE OF CONTENTS
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Level 1
|
|
|
Level 2
|
|
|
Level 3
|
|
|
Total
|
|
|
Common Stocks
|
|
|
$148,389,778
|
|
|
$-
|
|
|
$-
|
|
|
$148,389,778
|
|
Money Market Funds
|
|
|
11,781,498
|
|
|
-
|
|
|
-
|
|
|
11,781,498
|
|
Total Investments
|
|
|
$160,171,276
|
|
|
$-
|
|
|
$-
|
|
|
$160,171,276
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
10
|
|
|
TABLE OF CONTENTS
|
|
|
|
|
|
|
|
|
|
|
December 31, 2025
|
|
|
December 31, 2024
|
|
|
Ordinary income
|
|
|
$1,146,345
|
|
|
$1,589,706
|
|
Long-term capital gains
|
|
|
5,489,200
|
|
|
8,689,585
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cost of investments
|
|
|
$83,635,913
|
|
Gross tax unrealized appreciation
|
|
|
78,048,272
|
|
Gross tax unrealized depreciation
|
|
|
(1,512,909)
|
|
Net tax unrealized appreciation/(depreciation)
|
|
|
76,535,363
|
|
Undistributed ordinary income
|
|
|
-
|
|
Undistributed long-term capital gain
|
|
|
826,252
|
|
Total distributable earnings
|
|
|
826,252
|
|
Other accumulated gains/(losses)
|
|
|
-
|
|
Total accumulated earnings/(losses)
|
|
|
$77,361,615
|
|
|
|
|
|
|
•
|
General Market Risk- Economies and financial markets throughout the world are becoming increasingly interconnected, which increases the likelihood that events or conditions in one country or region will adversely impact markets or issuers in other countries or regions. Securities in the Fund's portfolio may underperform in comparison to securities in general financial markets, a particular financial market or other asset classes due to a number of factors, including: inflation (or expectations for inflation); interest rates;
|
|
|
|
11
|
|
|
TABLE OF CONTENTS
|
•
|
Growth-Style Investing Risk - Over time, a growth-oriented investing style may go in and out of favor, which may cause the Fund to underperform other equity funds that use different investing styles.
|
|
•
|
Non-U.S. Investment Risk- Foreign securities can be more volatile than domestic (U.S.) securities. Securities markets of other countries are generally smaller than U.S. securities markets. Many foreign securities may be less liquid and more volatile than U.S. securities, which could affect the Fund's investments.
|
|
•
|
Depositary Receipt Risk - The risks of depository receipts include many risks associated with investing directly in foreign securities, such as individual country risk and liquidity risk. Unsponsored ADRs, which are issued by a depositary bank without the participation or consent of the issuer, involve additional risks because U.S. reporting requirements do not apply, and the issuing bank will recover shareholder distribution costs from movement of share prices and payment of dividends.
|
|
|
|
12
|
|
|
TABLE OF CONTENTS
|
|
|
13
|
|
|
TABLE OF CONTENTS
|
1.
|
The nature, extent and quality of the services provided and to be provided by the Advisor under the Advisory Agreement. The Board considered the nature, extent and quality of the Advisor's overall services provided to the Fund, as well as its specific responsibilities in all aspects of day-to-day investment management of the Fund. The Board considered the qualifications, experience and responsibilities of the portfolio managers, as well as the responsibilities of other key personnel of the Advisor involved in the day-to-day activities of the Fund. The Board also considered the resources and compliance structure of the Advisor, including information regarding its compliance program, its chief compliance officer and the Advisor's compliance record, as well as the Advisor's cybersecurity program, AI use policy, liquidity risk management program, valuation procedures, business continuity plan, and risk management process. The Board further considered the prior relationship between the Advisor and the Trust, as well as the Board's knowledge of the Advisor's operations, and noted that during the course of the prior year they had met with certain personnel of the Advisor to discuss the Fund's performance and investment outlook as well as various compliance topics and fund marketing/distribution. The Board concluded that the Advisor had the quality and depth of personnel, resources, investment processes and compliance policies and procedures essential to performing its duties under the Advisory Agreement and that they were satisfied with the nature, overall quality and extent of such management services.
|
|
2.
|
The Fund's historical performance and the overall performance of the Advisor. In assessing the quality of the portfolio management delivered by the Advisor, the Board reviewed the short-term and long-term performance of the Fund as of June 30, 2025, on both an absolute basis and a relative basis in comparison to its peer funds utilizing a Morningstar classification, an appropriate securities market benchmark, a cohort that is comprised of similarly managed funds selected by an independent third-party consulting firm engaged by the Board to assist it in its 15(c) review (the "Cohort"), and the Advisor's similarly managed accounts. While the Board considered both short-term and long-term performance, it placed greater emphasis on longer term performance. When reviewing performance against the comparative Morningstar peer group universe, the Board took into account that the investment objective and strategies of the Fund, as well as its level of risk tolerance, may differ significantly from funds in the peer universe. When reviewing the Fund's performance against a broad market benchmark, the Board took into account the differences in portfolio construction between the Fund and such benchmark as well as other differences between actively managed funds and passive benchmarks, such as objectives and risks. In assessing periods of relative underperformance or
|
|
|
|
14
|
|
|
TABLE OF CONTENTS
|
3.
|
The costs of the services to be provided by the Advisor and the structure of the Advisor's fee under the Advisory Agreement. In considering the advisory fee and total fees and expenses of the Fund, the Board reviewed comparisons to the Morningstar peer group, the Cohort, and the Advisor's similarly managed separate accounts for other types of clients, as well as all expense waivers and reimbursements. When reviewing fees charged to other similarly managed accounts for the Fund, the Board took into account the type of account and the differences in the management of that account that might be germane to the difference, if any, in the fees charged to such accounts.
|
|
4.
|
Economies of Scale. The Board also considered whether economies of scale were being realized by the Advisor that should be shared with shareholders. The Board noted that the Advisor has contractually agreed to reduce its advisory fees or reimburse Fund expenses so that the Fund does not exceed its specified Expense Cap. The Board also noted that the advisory fee schedule has breakpoints at higher asset levels which is currently in effect. The Board determined that it would continue to monitor economies of scale in the future as circumstances changed and assuming asset levels continued to increase.
|
|
5.
|
The profits to be realized by the Advisor and its affiliates from their relationship with the Fund. The Board reviewed the Advisor's financial information and took into account both the direct benefits and the indirect benefits to the Advisor from advising the Fund. The Board considered the profitability to the Advisor from its relationship with the Fund and considered any additional material derived by the Advisor from its relationship with the Fund. The Board also considered that the Fund does not have a Rule 12b-1 fee or utilize "soft dollars." After such review, the Board determined that the profitability to the Advisor with respect to the Advisory Agreement was not excessive, and that the Advisor had maintained adequate profit levels to support the services it provides to the Fund.
|
|
|
|
15
|
|
|
| (b) | Financial Highlights are included within the financial statements filed under Item 7 of this Form. |
Item 8. Changes in and Disagreements with Accountants for Open-End Investment Companies.
There were no changes in or disagreements with accountants during the period covered by this report.
Item 9. Proxy Disclosure for Open-End Investment Companies.
There were no matters submitted to a vote of shareholders during the period covered by this report.
Item 10. Remuneration Paid to Directors, Officers, and Others of Open-End Investment Companies.
See Item 7(a).
Item 11. Statement Regarding Basis for Approval of Investment Advisory Contract.
See Item 7(a).
Item 12. Disclosure of Proxy Voting Policies and Procedures for Closed-End Management Investment Companies.
Not applicable to open-end investment companies.
Item 13. Portfolio Managers of Closed-End Management Investment Companies.
Not applicable to open-end investment companies.
Item 14. Purchases of Equity Securities by Closed-End Management Investment Company and Affiliated Purchasers.
Not applicable to open-end investment companies.
Item 15. Submission of Matters to a Vote of Security Holders.
There have been no material changes to the procedures by which shareholders may recommend nominees to the Registrant's Board of Trustees.
Item 16. Controls and Procedures.
| (a) | The Registrant's Principal Executive Officer and Principal Financial Officer have reviewed the Registrant's disclosure controls and procedures (as defined in Rule 30a-3(c) under the Investment Company Act of 1940, as amended, (the "Act")) as of a date within 90 days of the filing of this report, as required by Rule 30a-3(b) under the Act and Rules 13a-15(b) or 15d-15(b) under the Securities Exchange Act of 1934. Based on their review, such officers have concluded that the disclosure controls and procedures are effective in ensuring that information required to be disclosed in this report is appropriately recorded, processed, summarized and reported and made known to them by others within the Registrant and by the Registrant's service provider. |
| (b) | There were no changes in the Registrant's internal control over financial reporting (as defined in Rule 30a-3(d) under the Act) that occurred during the period covered by this report that have materially affected, or are reasonably likely to materially affect, the Registrant's internal control over financial reporting. |
Item 17. Disclosure of Securities Lending Activities for Closed-End Management Investment Companies.
Not applicable to open-end investment companies.
Item 18. Recovery of Erroneously Awarded Compensation.
Not applicable.
Item 19. Exhibits.
| (a) | (1) Any code of ethics or amendment thereto, that is the subject of the disclosure required by Item 2, to the extent that the registrant intends to satisfy Item 2 requirements through filing an exhibit. Filed herewith. |
(2) Any policy required by the listing standards adopted pursuant to Rule 10D-1 under the Exchange Act (17 CFR 240.10D-1) by the registered national securities exchange or registered national securities association upon which the registrant's securities are listed. Not applicable.
A separate certification for each principal executive officer and principal financial officer of the registrant as required by Rule 30a-2(a) under the Investment Company Act of 1940 (17 CFR 270.30a-2(a)).
(4) Any written solicitation to purchase securities under Rule 23c-1 under the Act sent or given during the period covered by the report by or on behalf of the registrant to 10 or more persons. Not applicable to open-end investment companies.
(5) Change in the registrant's independent public accountant. Provide the information called for by Item 4 of Form 8-K under the Exchange Act (17 CFR 249.308). Unless otherwise specified by Item 4, or related to and necessary for a complete understanding of information not previously disclosed, the information should relate to events occurring during the reporting period. Not applicable to open-end investment companies.
| (b) | Certifications pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. Furnished herewith. |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934 and the Investment Company Act of 1940, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
| (Registrant) | Advisors Series Trust |
| By (Signature and Title)* | /s/ Jeffrey T. Rauman | ||
| Jeffrey T. Rauman, President/Chief Executive Officer/Principal Executive Officer |
| Date | 03/05/2026 |
Pursuant to the requirements of the Securities Exchange Act of 1934 and the Investment Company Act of 1940, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.
| By (Signature and Title)* | /s/ Jeffrey T. Rauman | ||
| Jeffrey T. Rauman, President/Chief Executive Officer/Principal Executive Officer |
| Date | 03/05/2026 |
| By (Signature and Title)* | /s/ Kevin J. Hayden | ||
| Kevin J. Hayden, Vice President/Treasurer/Principal Financial Officer |
| Date | 03/05/2026 |
* Print the name and title of each signing officer under his or her signature.