03/06/2026 | Press release | Distributed by Public on 03/06/2026 15:12
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM N-CSR
CERTIFIED SHAREHOLDER REPORT OF REGISTERED
MANAGEMENT INVESTMENT COMPANIES
Investment Company Act file number (811-23793)
Tidal Trust II
(Exact name of registrant as specified in charter)
234 West Florida Street, Suite 700
Milwaukee, Wisconsin 53204
(Address of principal executive offices) (Zip code)
Eric W. Falkeis
Tidal Trust II
234 West Florida Street, Suite 700
Milwaukee, Wisconsin 53204
(Name and address of agent for service)
(844) 986-7700
Registrant's telephone number, including area code
Date of fiscal year end: December 31
Date of reporting period: December 31, 2025
Item 1. Reports to Stockholders.
STKd 100% NVDA & 100% AMD ETF Tailored Shareholder Report
annual shareholder report
STKd 100% NVDA & 100% AMD ETF
TICKER: LAYS(Listed on The NasdaqStock Market, LLC)
This annual shareholder reportcontains important information about the STKd 100% NVDA & 100% AMD ETF (the "Fund") for the period January 1, 2025 to December 31, 2025. You can find additional information about the Fund at https://quantifyfunds.com/singlestocketfpairs/lays/. You can also request this information by contacting us at (844) 713-1220or by writing to the STKd 100% NVDA & 100% AMD ETF, c/o U.S. Bank Global Fund Services, P.O. Box 701, Milwaukee, Wisconsin 53201-0701.
What were the Fund costs for the period?
(based on a hypothetical $10,000 investment)
|
Fund Name
|
Costs of a $10,000 investment
|
Costs paid as a percentage of a $10,000 investment
|
|
STKd 100% NVDA & 100% AMD ETF
|
$191
|
1.29%
|
The Fund commenced operations on March 5, 2025. Expenses for a full reporting period would be higher than the figures shown.
Cumulative Performance
(Initial Investment of $10,000)
Annual Performance
|
Returns for the Period
Ended December 31, 2025
|
Since Inception
03/05/2025
|
|
STKd 100% NVDA & 100% AMD ETF - at NAV
|
157.03%
|
|
S&P 500® Total Return Index
|
18.41%
|
The Fund's past performance is not a good indicator of how the Fund will perform in the future. The graph and table do not reflect the deduction of taxes that a shareholder would pay on fund distributions or redemption of fund shares.
Visit https://quantifyfunds.com/singlestocketfpairs/lays/ for more recent performance information.
How did the Fund perform last year and what affected its performance?
During the period ended December 31, 2025, LAYS delivered returns that were driven primarily by continued strength in large-cap U.S. semiconductor equities. The Fund's performance reflected its structure, which provided full, stacked exposure to both NVIDIA (NVDA) and Advanced Micro Devices (AMD), two companies that were at the center of the ongoing expansion in artificial intelligence, data center investment, and advanced computing.
Both NVDA and AMD experienced periods of elevated volatility throughout the year, largely tied to macroeconomic uncertainty, interest rate expectations, and valuation sensitivity within high-growth technology stocks. Despite these fluctuations, demand for AI-related hardware and infrastructure remained a key driver of earnings growth and investor sentiment across the semiconductor sector during the period.
LAYS performed as expected compared to a benchmark consisting of AMDL and NVDL (both 2x leveraged ETFs with swap exposure on AMD and NVDA, respectively).
What Factors Influenced Performance
Key factors influencing the Fund's performance during the period included, (1) earnings growth and guidance from NVDA and AMD related to AI acceleration, data center demand, and enterprise adoption, (2) equity market volatility, particularly within growth and technology stocks, driven by monetary policy expectations and broader macroeconomic developments, (3) investor appetite for concentrated AI exposure, which supported valuation multiples for leading semiconductor companies during periods of market optimism, and (4) single-stock concentration risk, as the Fund maintained full exposure to two underlying equities rather than a diversified basket of issuers.
Fund Positioning
During the period, LAYS was positioned as a capital-efficient solution for investors seeking amplified exposure to the semiconductor segment of the AI ecosystem. By providing 100% exposure to both NVDA and AMD within a single ETF, the Fund allowed investors to express a high-conviction view on the continued growth of advanced computing and AI infrastructure without allocating capital across multiple single-stock positions.
The Fund is designed for investors who understand and are willing to accept the risks associated with concentrated equity exposure, including heightened volatility and drawdowns, in exchange for the potential to capture outsized returns during periods of sustained sector strength.
STKd 100% NVDA & 100% AMD ETF Tailored Shareholder Report
Key Fund Statistics
(as of December 31, 2025)
|
Fund Size (Thousands)
|
$4,562
|
|
Number of Holdings
|
4
|
|
Total Advisory Fee
|
$35,890
|
|
Portfolio Turnover Rate
|
0%
|
What did the Fund invest in?
(as of December 31, 2025)
Security Type - Investments
(% of total net assets)
Security Type - Other Financial Instruments
(% of total net assets)
Percentages are based on total net assets. Cash & Cash Equivalents represents cash, short-term investments and other assets in excess of liabilities. Percentages for swap contracts are based unrealized appreciation (depreciation).
|
Top Holdings
|
(% of Net Assets)
|
|
Advanced Micro Devices, Inc. Swap
|
39.5*
|
|
NVIDIA Corp. Swap
|
9.1*
|
|
First American Government
Obligations Fund - Class X, 3.67%
|
0.7
|
|
United States Treasury Bills
|
0.7
|
| * | Percentages for swap contracts are based unrealized appreciation (depreciation). |
For additional information about the Fund, including its prospectus, financial information, holdings and proxy voting information, visit https://quantifyfunds.com/singlestocketfpairs/lays/.
How has the Fund changed?
Effective September 19, 2025, the Fund updated its distribution frequency and now intends to pay out dividends and interest income, if any, quarterly.
Householding
Householding is an option available to certain investors of the Fund. Householding is a method of delivery, based on the preference of the individual investor, in which a single copy of certain shareholder documents can be delivered to investors who share the same address, even if their accounts are registered under different names. Householding for the Fund is available through certain broker-dealers. If you are interested in enrolling in householding and receiving a single copy of prospectuses and other shareholder documents, please contact your broker-dealer. If you are currently enrolled in householding and wish to change your householding status, please contact your broker-dealer.
Item 2. Code of Ethics.
The registrant has adopted a code of ethics that applies to the registrant's principal executive officer and principal financial officer. The registrant has not made any substantive amendments to its code of ethics during the period covered by this report. The registrant has not granted any waivers from any provisions of the code of ethics during the period covered by this report.
A copy of the registrant's Code of Ethics is filed herewith.
Item 3. Audit Committee Financial Expert.
The registrant's Board of Trustees of the Trust has determined that there is at least one audit committee financial expert serving on its audit committee. Mr. David Norris is the "audit committee financial expert" and is considered to be "independent" as each term is defined in Item 3 of Form N-CSR.
Item 4. Principal Accountant Fees and Services.
The registrant has engaged its principal accountant to perform audit services, audit-related services, tax services and other services during the past two fiscal years. "Audit services" refer to performing an audit of the registrant's annual financial statements or services that are normally provided by the accountant in connection with statutory and regulatory filings or engagements for these fiscal years. "Audit-related services" refer to the assurance and related services by the principal accountant that are reasonably related to the performance of the audit. "Tax services" refer to professional services rendered by the principal accountant for tax compliance, tax advice, and tax planning. There were no "Other services" provided by the principal accountant. The following table details the aggregate fees billed or expected to be billed for the two fiscal years for audit fees, audit-related fees, tax fees and other fees by the principal accountant.
STKd 100% NVDA & 100% AMD ETF
| FYE 12/31/2025 | FYE 12/31/2024 | |
| ( a ) Audit Fees | $14,000 | N/A |
| ( b ) Audit-Related Fees | N/A | N/A |
| ( c ) Tax Fees | $3,000 | N/A |
| ( d ) All Other Fees | N/A | N/A |
Services that the Fund's Independent Registered Public Accounting Firm Billed to the Adviser and Affiliated Fund Service Providers
The following table shows the amount of fees billed by Cohen to the Adviser and any entities that provide ongoing services to the Fund, for engagements directed related to the Fund's operations and financial reporting, during the Fund's last two fiscal years.
| FYE 12/31/2025 | FYE 12/31/2024 | |
| (a) Audit-Related Fees | N/A | N/A |
| (b) Tax Fees | $437,000 | N/A |
| (c) All other fees | N/A | N/A |
The above "Tax Fees" were billed in connection with tax compliance services and agreed upon procedures.
(e)(1) The audit committee has adopted pre-approval policies and procedures that require the audit committee to pre-approve all audit and non-audit services of the registrant, including services provided to any entity affiliated with the registrant.
(e)(2) The percentage of fees billed by Cohen & Company, Ltd. applicable to non-audit services pursuant to waiver of pre-approval requirement were as follows:
| Non-Audit Related Fees | FYE 12/31/2025 | FYE 12/31/2024 |
| Registrant | N/A | N/A |
| Registrant's Investment Adviser | N/A | N/A |
(f) All of the principal accountant's hours spent on auditing the registrant's financial statements were attributed to work performed by full-time permanent employees of the principal accountant.
(g) The following table indicates the non-audit fees billed or expected to be billed by the registrant's accountant for services to the registrant and to the registrant's investment adviser (and any other controlling entity, etc.-not sub-adviser) for the last two years:
| Fiscal Year Ended December 31, |
Total
Non-Audit Fees (A) |
Total Non-Audit Fees billed to the registrant and to the registrant's investment adviser (engagements related directly to the operations and financial reporting of the Fund) (B) |
Total Non-Audit Fees billed to the registrant and to the registrant's investment adviser (all other engagements) (C) |
Total of (A), (B) and (C) |
| 2025 | $3,000 | $437,000 | N/A | $440,000 |
| 2024 | N/A | N/A | 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.
(a) The registrant is an issuer as defined in Rule 10A-3 under the Securities Exchange Act of 1934, (the "Act") and has a separately-designated standing audit committee established in accordance with Section 3(a)(58)(A) of the Act. The independent members of the committee are as follows: Javier Marquina, Michelle McDonough, and David Norris.
(b) Not applicable
Item 6. Investments.
| (a) | Schedule of Investments is included within the financial statements filed under Item 7 of this Form. |
| (b) | Not applicable. |
Item 7. Financial Statements and Financial Highlights for Open-End Investment Companies.
| (a) |
Financial Statements
December 31, 2025
| Tidal Trust II | ||
| STKd 100% NVDA & 100% AMD ETF | | LAYS | The Nasdaq Stock Market, LLC |
STKd 100% NVDA & 100% AMD ETF
Table of Contents
|
Page |
|
| Schedule of Investments | 1 |
| Schedule of Total Return Swap Contracts | 2 |
| Statement of Assets and Liabilities | 3 |
| Statement of Operations | 4 |
| Statement of Changes in Net Assets | 5 |
| Financial Highlights | 6 |
| Notes to the Financial Statements | 7 |
| Report on Independent Registered Public Accounting Firm | 18 |
|
Other Non-Audited Information |
19 |
| Schedule of Investments | STKd 100% NVDA & 100% AMD ETF |
December 31, 2025
| U.S. TREASURY BILLS - 0.7% | Par | Value | ||||||
| 3.58%, 01/15/2026 (a)(b) | $ | 32,000 | $ | 31,959 | ||||
| TOTAL U.S. TREASURY BILLS (Cost $31,955) | 31,959 | |||||||
| MONEY MARKET FUNDS - 0.7% | Shares | |||||||
| First American Government Obligations Fund - Class X, 3.67% (c) | 31,274 | 31,274 | ||||||
| TOTAL MONEY MARKET FUNDS (Cost $31,274) | 31,274 | |||||||
| TOTAL INVESTMENTS - 1.4% (Cost $63,229) | 63,233 | |||||||
| Other Assets in Excess of Liabilities - 98.6% | 4,499,058 | |||||||
| TOTAL NET ASSETS - 100.0% | $ | 4,562,291 | ||||||
Percentages are stated as a percent of net assets.
| (a) | The rate shown is the annualized yield as of December 31, 2025. |
| (b) | All or a portion of this security has been pledged as collateral for swap contracts. The fair value of assets committed as collateral as of December 31, 2025 is $31,959. |
| (c) | The rate shown represents the 7-day annualized yield as of December 31, 2025. |
| The accompanying notes are an integral part of these financial statements. | 1 |
|
Schedule of Total Return Swap Contracts |
STKd 100% NVDA & 100% AMD ETF |
December 31, 2025
| Reference Entity | Counterparty |
Pay/ Receive Reference Entity |
Financing Rate |
Payment Frequency |
Maturity Date |
Notional Amount |
Value/ Unrealized Appreciation (Depreciation) |
|||||||||||
| Advanced Micro Devices, Inc. |
Marex Capital Markets Inc. |
Pay | OBFR + 2.50% | Monthly (a) | 04/06/2026 | $ | 4,593,732 | $ | 1,801,893 | |||||||||
| Nvidia Corp. |
Marex Capital Markets Inc. |
Pay | OBFR + 2.50% | Monthly (a) | 04/06/2026 | 4,584,730 | 417,214 | |||||||||||
| Net Unrealized Appreciation (Depreciation) | $ | 2,219,107 | ||||||||||||||||
There are no upfront payments or receipts associated with total return swaps in the Fund as of December 31, 2025.
OBFR - Overnight Bank Funding Rate was 3.65% as of December 31, 2025.
| (a) | Financing reset of the swap is effective on the last day of each month. Equity reset of the swap is effective on termination, but also periodically throughout the term. |
| The accompanying notes are an integral part of these financial statements. | 2 |
| Statement of Assets and Liabilities | STKd 100% NVDA & 100% AMD ETF |
December 31, 2025
| ASSETS: | ||||
| Investments, at value (Note 2) | $ | 63,233 | ||
| Segregated cash for swaps | 2,290,132 | |||
| Unrealized appreciation on swap contracts | 2,219,107 | |||
| Swap receivable | 50,000 | |||
| Dividends receivable | 476 | |||
| Total assets | 4,622,948 | |||
| LIABILITIES: | ||||
| Payable for swap contracts | 55,114 | |||
| Payable to adviser (Note 4) | 5,543 | |||
| Total liabilities | 60,657 | |||
| NET ASSETS | $ | 4,562,291 | ||
| NET ASSETS CONSISTS OF: | ||||
| Paid-in capital | $ | 2,428,748 | ||
| Total distributable earnings | 2,133,543 | |||
| Total net assets | $ | 4,562,291 | ||
| Net assets | $ | 4,562,291 | ||
| Shares issued and outstanding (a) | 100,000 | |||
| Net asset value per share | $ | 45.62 | ||
| COST: | ||||
| Investments, at cost | $ | 63,229 | ||
| (a) | Unlimited shares authorized. |
| The accompanying notes are an integral part of these financial statements. | 3 |
| Statement of Operations | STKd 100% NVDA & 100% AMD ETF |
For the Period Ended December 31, 2025 (a)
| INVESTMENT INCOME: | ||||
| Dividend income | $ | 16,472 | ||
| Interest income | 43 | |||
| Total investment income | 16,515 | |||
| EXPENSES: | ||||
| Investment advisory fee (Note 4) | 35,890 | |||
| Total expenses | 35,890 | |||
| NET INVESTMENT LOSS | (19,375 | ) | ||
| REALIZED AND UNREALIZED GAIN (LOSS) | ||||
| Net realized gain (loss) from: | ||||
| Swap contracts | 119,437 | |||
| Net realized gain (loss) | 119,437 | |||
| Net change in unrealized appreciation (depreciation) on: | ||||
| Investments | 4 | |||
| Swap contracts | 2,219,107 | |||
| Net change in unrealized appreciation (depreciation) | 2,219,111 | |||
| Net realized and unrealized gain (loss) | 2,338,548 | |||
| NET INCREASE (DECREASE) IN NET | ||||
| ASSETS RESULTING FROM OPERATIONS | $ | 2,319,173 | ||
| (a) | Inception date of the Fund was March 5, 2025. |
| The accompanying notes are an integral part of these financial statements. | 4 |
| Statement of Changes in Net Assets | STKd 100% NVDA & 100% AMD ETF |
|
Period ended December 31, 2025(a) |
||||
| OPERATIONS: | ||||
| Net investment income (loss) | $ | (19,375 | ) | |
| Net realized gain (loss) | 119,437 | |||
| Net change in unrealized appreciation (depreciation) | 2,219,111 | |||
| Net increase (decrease) in net assets from operations | 2,319,173 | |||
| DISTRIBUTIONS TO SHAREHOLDERS: | ||||
| From earnings | (185,630 | ) | ||
| From return of capital | (400,412 | ) | ||
| Total distributions to shareholders | (586,042 | ) | ||
| CAPITAL TRANSACTIONS: | ||||
| Shares sold | 4,172,655 | |||
| Shares redeemed | (1,343,495 | ) | ||
| Net increase (decrease) in net assets from capital transactions | 2,829,160 | |||
| NET INCREASE (DECREASE) IN NET ASSETS | 4,562,291 | |||
| NET ASSETS: | ||||
| Beginning of the period | - | |||
| End of the period | $ | 4,562,291 | ||
| SHARES TRANSACTIONS | ||||
| Shares sold | 125,000 | |||
| Shares redeemed | (25,000 | ) | ||
| Total increase (decrease) in shares outstanding | 100,000 | |||
| (a) | Inception date of the Fund was March 5, 2025. |
| The accompanying notes are an integral part of these financial statements. | 5 |
| Financial Highlights | STKd 100% NVDA & 100% AMD ETF |
For a share outstanding throughout the period presented
| PER SHARE DATA: |
Period ended December 31, 2025(a) |
|
| Net asset value, beginning of period | $20.00 | |
| INVESTMENT OPERATIONS: | ||
| Net investment loss(b) | (0.24) | |
| Net realized and unrealized gain (loss) on investments (c) | 31.72 | |
| Total from investment operations | 31.48 | |
| LESS DISTRIBUTIONS FROM: | ||
| Net investment income | (1.86) | |
| Return of capital | (4.00) | |
| Total distributions | (5.86) | |
| Net asset value, end of period | $45.62 | |
| TOTAL RETURN (d) | 157.03% | |
| SUPPLEMENTAL DATA AND RATIOS: | ||
| Net assets, end of period (in thousands) | $4,562 | |
| Ratio of expenses to average net assets (e) | 1.29% | |
| Ratio of net investment income (loss) to average net assets (e) | (0.70)% | |
| Portfolio turnover rate (d)(f) | 0% |
| (a) | Inception date of the Fund was March 5, 2025. |
| (b) | Net investment income per share has been calculated based on average shares outstanding during the period. |
| (c) | Realized and unrealized gains and losses per share in the caption are balancing amounts necessary to reconcile the change in net asset value per share for the period, and may not reconcile with the aggregate gains and losses in the Statement of Operations due to share transactions for the period. |
| (d) | Not annualized for periods less than one year. |
| (e) | Annualized for periods less than one year. |
| (f) | Portfolio turnover rate excludes in-kind transactions, if any. |
| The accompanying notes are an integral part of these financial statements. | 6 |
| Notes to the Financial Statements | STKd 100% NVDA & 100% AMD ETF |
December 31, 2025
NOTE 1 - ORGANIZATION
The STKd 100% NVDA & 100% AMD ETF (the "Fund") is a non-diversified series of Tidal Trust II (the "Trust"). The Trust was organized as a Delaware statutory trust on January 13, 2022 and is registered with the Securities and Exchange Commission (the "SEC") under the Investment Company Act of 1940, as amended (the "1940 Act"), as an open-end management investment company and the offering of the Fund's shares ("Shares") is registered under the Securities Act of 1933, as amended. The Trust is governed by its Board of Trustees (the "Board"). Tidal Investments LLC ("Tidal Investments" or the "Adviser"), a Tidal Financial Group company, serves as investment adviser to the Fund and Quantify Chaos Advisors, LLC (the "Sub-Adviser"), serves as investment sub-adviser to the Fund. The Fund is an investment company and accordingly follows the investment company accounting and reporting guidance of the Financial Accounting Standards Board ("FASB") Accounting Standards Codification Topic 946 "Financial Services-Investment Companies." The Fund commenced operations on March 5, 2025.
The investment objective of the Fund is to seek long-term capital appreciation.
NOTE 2 - SIGNIFICANT ACCOUNTING POLICIES
The following is a summary of significant accounting policies consistently followed by the Fund. These policies are in conformity with accounting principles generally accepted in the United States of America ("U.S. GAAP").
| A. | Security Valuation. Equity securities listed on a securities exchange, market or automated quotation system for which quotations are readily available (except for securities traded on The Nasdaq Stock Market, LLC ("The NASDAQ")), including securities traded over-the-counter, are valued at the last quoted sale price on the primary exchange or market (foreign or domestic) on which they are traded on the valuation date (or at approximately 4:00 p.m. EST if a security's primary exchange is normally open at that time), or, if there is no such reported sale on the valuation date, at the most recent quoted bid price or mean between the most recent quoted bid and ask prices for long and short positions. For a security that trades on multiple exchanges, the primary exchange will generally be considered the exchange on which the security is generally most actively traded. For securities traded on The NASDAQ, The NASDAQ Official Closing Price will be used. Prices of securities traded on the securities exchange will be obtained from recognized independent pricing agents each day that the Fund is open for business. |
Investments in money market mutual funds are valued at each underlying fund's published net asset value ("NAV") per share as of the valuation time. Each underlying money market fund calculates NAV using the amortized cost method (which approximates fair value) as permitted by Rule 2a-7 under the Investment Company Act of 1940.
Debt securities are valued by using an evaluated mean of the bid and ask prices provided by independent pricing agents. The independent pricing agents may employ methodologies that utilize actual market transactions (if the security is actively traded), broker-dealer supplied valuations, or other methodologies designed to identify the market value for such securities. In arriving at valuations, such methodologies generally consider factors such as security prices, yields, maturities, call features, ratings and developments relating to specific securities.
Swap contract terms are agreed among the counterparty and the Adviser. Total return swap contracts are valued using the closing price of the underlying reference asset, which may include individual stocks, baskets of securities, market indices, exchange-traded funds, or other instruments that the contract is tracking.
Under Rule 2a-5 of the 1940 Act, a fair value will be determined by the Valuation Designee (as defined in Rule 2a-5) in accordance with the Pricing and Valuation Policy and Fair Value Procedures, as applicable, of the Adviser, subject to oversight by the Board. When a security is "fair valued," consideration is given to the facts and circumstances relevant to the particular situation, including a review of various factors set forth in the Adviser's Pricing and Valuation Policy and Fair Value Procedures, as applicable. Fair value pricing is an inherently subjective process, and no single standard exists for determining fair value. Different funds could reasonably arrive at different values for the same security.
7
| Notes to the Financial Statements | STKd 100% NVDA & 100% AMD ETF |
December 31, 2025
As described above, the Fund utilizes various methods to measure the fair value of its investments on a recurring basis. U.S. GAAP establishes a hierarchy that prioritizes inputs to valuation methods. The three levels of inputs are:
Level 1 - Unadjusted quoted prices in active markets for identical assets or liabilities that the Fund has the ability to access.
Level 2 - Observable inputs other than quoted prices included in Level 1 that are observable for the asset or liability, either directly or indirectly. These inputs may include quoted prices for the identical instrument on an inactive market, prices for similar instruments, interest rates, prepayment speeds, credit risk, yield curves, default rates and similar data.
Level 3 - Unobservable inputs for the asset or liability, to the extent relevant observable inputs are not available; representing the Fund's own assumptions about the assumptions a market participant would use in valuing the asset or liability and would be based on the best information available.
The availability of observable inputs can vary from security to security and is affected by a wide variety of factors, including, for example, the type of security, whether the security is new and not yet established in the marketplace, the liquidity of markets, and other characteristics particular to the security. To the extent that valuation is based on models or inputs that are less observable or unobservable in the market, the determination of fair value requires more judgment. Accordingly, the degree of judgment exercised in determining fair value is greatest for instruments categorized in Level 3.
The inputs used to measure fair value may fall into different levels of the fair value hierarchy. In such cases, for disclosure purposes, the level in the fair value hierarchy within which the fair value measurement falls in its entirety, is determined based on the lowest level input that is significant to the fair value measurement in its entirety.
The following is a summary of the inputs used to value the Fund's investments as of December 31, 2025:
| Level 1 | Level 2 | Level 3 | Total | |||||||||||||
| Investments: | ||||||||||||||||
| U.S. Treasury Bills | $ | - | $ | 31,959 | $ | - | $ | 31,959 | ||||||||
| Money Market Funds | 31,274 | - | - | 31,274 | ||||||||||||
| Total Investments | $ | 31,274 | $ | 31,959 | $ | - | $ | 63,233 | ||||||||
| Other Financial Instruments: | ||||||||||||||||
| Total Return Swaps* | $ | - | $ | 2,219,107 | $ | - | $ | 2,219,107 | ||||||||
| Total Other Financial Instruments | $ | - | $ | 2,219,107 | $ | - | $ | 2,219,107 | ||||||||
| * | The fair value of the Fund's investment represents the unrealized appreciation (depreciation) as of December 31, 2025. |
| B. | Federal Income Taxes. The Fund has elected to be taxed as a regulated investment company ("RIC") and intends to distribute substantially all taxable income to its shareholders and otherwise comply with the provisions of the Internal Revenue Code applicable to RICs. Therefore, no provision for federal income taxes or excise taxes has been made. |
In order to avoid imposition of the excise tax applicable to RICs, the Fund intends to declare as dividends in each calendar year at least 98% of its net investment income (earned during the calendar year) and at least 98.2% of its net realized capital gains (earned during the twelve months ended October 31) plus undistributed amounts, if any, from prior years. As a RIC, the Fund is subject to a 4% excise tax that is imposed if a Fund does not distribute by the end of any calendar year at least the sum of (i) 98% of its ordinary income (not taking into account any capital gain or loss) for the calendar year and (ii) 98.2% of its capital gain in excess of its capital loss (adjusted for certain ordinary losses) for a one year period generally ending on October 31 of the calendar year (unless an election is made to use the Fund's fiscal year). The Fund generally intends to distribute income and capital gains in the manner necessary to minimize (but not necessarily eliminate) the imposition of such excise tax. The Fund may retain income or capital gains and pay excise tax when it is determined that doing so is in the best interest of shareholders. Management evaluates the costs of the excise tax relative to the benefits of retaining income and capital gains, including that such undistributed amounts (net of the excise tax paid) remain available for investment by the Fund and are available to supplement future distributions. Tax expense is disclosed in the Statement of Operations, if applicable.
8
| Notes to the Financial Statements | STKd 100% NVDA & 100% AMD ETF |
December 31, 2025
As of December 31, 2025, the Fund did not have any tax positions that did not meet the threshold of being sustained by the applicable tax authority. Generally, tax authorities can examine all the tax returns filed for the last three years. The Fund identifies their major tax jurisdiction as U.S. Federal and the Commonwealth of Delaware; however, the Fund is not aware of any tax positions for which it is reasonably possible that the total amounts of unrecognized tax benefits will change materially. The Fund recognizes interest and penalties, if any, related to unrecognized tax benefits on uncertain tax positions as income tax expense in the Statement of Operations.
| C. | Securities Transactions and Investment Income. Investment securities transactions are accounted for on the trade date. Gains and losses realized on sales of securities are determined on a specific identification basis. Discounts/premiums on debt securities purchased are accreted/amortized over the life of the respective securities using the effective interest method. Dividend income is recorded on the ex-dividend date. Interest income is recorded on an accrual basis. Other non-cash dividends are recognized as investment income at the fair value of the property received. Withholding taxes on foreign dividends have been provided for in accordance with the Fund's understanding of the applicable country's tax rules and rates. |
| D. | Derivative Investments. The Fund may enter into total return swap agreements in an attempt to gain exposure to the securities in a market without actually purchasing those securities, or to hedge a position. A total return swap is a contract in which one party agrees to make periodic payments to another party based on the change in market value of the assets underlying the contract, which may include a specified security, basket of securities, or securities indices during the specified period, in return for periodic payments based on a fixed or variable interest rate or the total return from other underlying assets. Swap agreements will usually be done on a net basis, i.e., where the two parties make net payments with a Fund receiving or paying, as the case may be, only the net amount of the two payments. The return on the swap contract should be the gain or loss on the notional amount plus dividends on the securities less the interest and commission paid by the Fund on the notional amount. Payments may be made at the conclusion of the contract or periodically during its term. In certain instances, market factors such as the interest rate environment and the demand to borrow the securities underlying the swap agreement can cause a scenario in which the counterparty will pay the Fund interest. These swap contracts do not include the delivery of securities by the Fund to the counterparty. The net amount of the excess, if any, of the Fund's obligations owed over its entitlement with respect to each swap is accrued on a daily basis and an amount of cash or liquid assets having an aggregate net asset value at least equal to such accrued excess is maintained in a segregated account by the Funds' custodian. Until a swap contract is settled in cash, the gain or loss on the notional amount plus dividends on the securities less the interest paid by the Fund on the notional amount are recorded as "unrealized appreciation or depreciation on swaps" and when cash is exchanged, the gain or loss is recorded as "realized gains or losses on swaps. By virtue of the Fund's investments in option contracts, equity ETFs and equity indices, the Fund is exposed to common stocks indirectly which subjects the Fund to equity market risk. Common stocks are generally exposed to greater risk than other types of securities, such as preferred stock and debt obligations, because common stockholders generally have inferior rights to receive payment from specific issuers. Equity securities may experience sudden, unpredictable drops in value or long periods of decline in value. This may occur because of factors that affect securities markets generally or factors affecting specific issuers, industries, or sectors in which the Fund invests. |
The Fund has adopted financial reporting rules and regulations that require enhanced disclosure regarding derivatives and hedging activity intending to improve financial reporting of derivative instruments by enabling investors to understand how an entity uses derivatives, how derivatives are accounted for, and how derivative instruments affect an entity's results of operations and financial position.
For the period ended December 31, 2025, the Fund's monthly average notional value is described below:
| Instrument | Average Notional Amount | |||
| Total Return Swaps | $ | 7,353,379 | ||
9
| Notes to the Financial Statements | STKd 100% NVDA & 100% AMD ETF |
December 31, 2025
Statement of Assets and Liabilities
Fair value of derivative instruments as of December 31, 2025:
| Asset Derivatives | Liability Derivatives | |||||||||
| Instrument | Balance Sheet | Instrument | Balance Sheet | |||||||
| Total Return Swaps |
Unrealized appreciation on swap contracts |
Total Return Swaps |
Unrealized depreciation on swap contracts |
|||||||
| Equity Risk | $ | 2,219,107 | Equity Risk | $ | - | |||||
Statement of Operations
The effect of derivative instruments on the Statement of Operations for the period ended December 31, 2025:
| Realized | Change in Unrealized | |||||||||
| Instrument | Location | Instrument | Location | |||||||
| Total Return Swaps |
Net realized gain (loss) from swap contracts |
Total Return Swaps |
Net change in unrealized appreciation (depreciation) on swap contracts |
|||||||
| Equity Risk | $ | 119,437 | Equity Risk | $ | 2,219,107 | |||||
The total return swap contracts are subject to master netting agreements, which are agreements between the Fund and its counterparties that provide for the net settlement of all transactions and collateral with the Fund through a single payment, in the event of default or termination. Amounts presented on the Schedules of Total Return Swap Contracts are gross settlement amounts.
Under the master netting agreements, collateral is routinely transferred if the total net exposure to certain transactions (net of existing collateral already in place) governed under the relevant master netting agreements with a counterparty in a given account exceeds a specified threshold depending on the counterparty and the type of master netting agreements.
The following table presents the Fund's gross derivative assets and liabilities by counterparty and contract type, net of amounts available for offset under a master netting agreement and the related collateral received or pledged by the Fund as of December 31, 2025.
| Gross Amounts | Net Amounts | |||||||||||||||||||||||||
| Offset in the | Presented in the | Cash | ||||||||||||||||||||||||
| Statement of | Statements of | Collateral | ||||||||||||||||||||||||
| Investment | Gross | Assets and | Assets and | Financial | Pledged | |||||||||||||||||||||
| Description | Counterparty | Type | Amounts | Liabilities | Liabilities | Instruments | (Received) | Net Amount | ||||||||||||||||||
| Total Return Swap Contracts | ||||||||||||||||||||||||||
| Assets | Marex Capital Markets, Inc. | $ | 2,219,107 | $ | - | $ | 2,219,107 | $ | - | $ | - | $ | 2,219,107 | |||||||||||||
| E. | Distributions to Shareholders. Distributions to shareholders from net investment income, if any, for the Fund are declared and paid at least quarterly. Distributions to shareholders from net realized gains on securities, if any, for the Fund normally is declared and paid on an annual basis. Distributions are recorded on the ex-dividend date. Dividends and distributions which exceed earnings and profit for tax purposes are reported as a tax return of capital. | |
| F. | Use of Estimates. The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and |
10
| Notes to the Financial Statements | STKd 100% NVDA & 100% AMD ETF |
December 31, 2025
liabilities at the date of the financial statements and the reported amounts of increases and decreases in net assets from operations during the reporting period. Actual results could differ from those estimates.
| G. | Share Valuation. The NAV per Share of the Fund is calculated by dividing the sum of the value of the securities held by the Fund, plus cash or other assets, minus all liabilities by the total number of Shares outstanding for the Fund, rounded to the nearest cent. Fund Shares will not be priced on the days on which The NASDAQ or New York Stock Exchange is closed for trading. |
| H. | Guarantees and Indemnifications. In the normal course of business, the Fund enters into contracts with service providers that contain general indemnification clauses. The Fund's maximum exposure under these arrangements is unknown as this would involve future claims that may be made against the Fund that have not yet occurred. However, based on experience, the Fund expects the risk of loss to be remote. |
| I. | Illiquid Securities. Pursuant to Rule 22e-4 under the 1940 Act, the Fund has adopted a Board-approved Liquidity Risk Management Program (the "Program") that requires, among other things, that the Fund limit its illiquid investments that are assets to no more than 15% of the value of the Fund's net assets. An illiquid investment is any security that a Fund reasonably expects cannot be sold or disposed of in current market conditions in seven calendar days or less without the sale or disposition significantly changing the market value of the investment. If a Fund should be in a position where the value of illiquid investments held by the Fund exceeds 15% of the Fund's net assets, the Fund will take such steps as set forth in the Program. |
| J. | Derivatives Transactions. Pursuant to Rule 18f-4 under the 1940 Act, the SEC imposes limits on the amount of derivatives a fund can enter into, eliminates the asset segregation and cover framework arising from prior SEC guidance for covering derivatives and certain financial instruments currently used by funds to comply with Section 18 of the 1940 Act and treats derivatives as senior securities. Under Rule 18f-4, a fund's derivatives exposure is limited through a value-at-risk test. Funds whose use of derivatives is more than a limited specified exposure amount are required to establish and maintain a comprehensive derivatives risk management program, subject to oversight by a fund's board of trustees, and appoint a derivatives risk manager. The Fund implemented a Rule 18f-4 Derivative Risk Management Program that complies with Rule 18f-4. |
| K. | Reclassification of Capital Accounts. U.S. GAAP requires that certain components of net assets relating to permanent differences be reclassified between financial and tax reporting. These reclassifications have no effect on net assets or NAV. For the period ended December 31, 2025, no reclassifications were made. |
NOTE 3 - PRINCIPAL INVESTMENT RISKS
Advanced Micro Devices, Inc. ("AMD") Risk. The Fund may invest in swap contracts and options that are based on the share price of AMD. This subjects the Fund to the risk that AMD's share price decreases. If the share price of AMD decreases, the Fund will likely lose value and, as a result, the Fund may suffer significant losses. Therefore, as a result of the Fund's exposure to the value of AMD, the Fund may also be subject to the following risks:
| ● | Indirect Investment in AMD Risk. AMD is not affiliated with the Trust, the Fund, the Adviser, the Sub-Adviser, or their respective affiliates and is not involved with this offering in any way and has no obligation to consider your Shares in taking any corporate actions that might affect the value of Shares. Investors in the Fund will not have voting rights and will not be able to influence the management of AMD but will be exposed to the performance of AMD (an "Underlying Security"). Investors in the Fund will not have rights to receive dividends or other distributions or any other rights with respect to the Underlying Security but will be subject to declines in the performance of the Underlying Security. |
| ● | AMD Trading Risk. The trading price of AMD may be highly volatile and could continue to be subject to wide fluctuations in response to various factors. The stock market in general, and the market for technology companies in particular, has experienced extreme price and volume fluctuations that have often been unrelated or disproportionate to the operating performance of those companies. In particular, a large proportion of AMD may be traded by short sellers which may put pressure on the supply and |
11
| Notes to the Financial Statements | STKd 100% NVDA & 100% AMD ETF |
December 31, 2025
demand for the common stock of AMD, further influencing volatility in its market price. Public perception and other factors outside of the control of AMD may additionally impact AMD's stock price due to AMD garnering a disproportionate degree of public attention, regardless of actual operating performance. In addition, in the past, following periods of volatility in the overall market and the market price of a particular company's securities, securities class action litigation has often been instituted against companies such as these. Moreover, stockholder litigation like this has been filed against AMD in the past. While AMD continues to defend such actions, any judgment against AMD, or any future stockholder litigation could result in substantial costs and a diversion of the management of AMD's attention and resources. If AMD trading is halted, trading in Shares of the LAYS ETF may be impacted, either temporarily or indefinitely.
| ● | AMD Performance Risk. AMD may fail to meet its publicly announced guidelines or other expectations about its business, which could cause the price of AMD to decline. AMD provides guidance regarding its expected financial and business performance, such as projections regarding sales and production, as well as anticipated future revenues, gross margins, profitability and cash flows. Correctly identifying key factors affecting business conditions and predicting future events is inherently an uncertain process, and the guidance AMD provides may not ultimately be accurate and has in the past been inaccurate in certain respects, such as the timing of new product manufacturing ramps. The guidance is based on certain assumptions such as those relating to global and local economic conditions, anticipated production and sales volumes (which generally are not linear throughout a given period), average sales prices, supplier and commodity costs, and planned cost reductions. If AMD's guidance is not accurate or varies from actual results due to its inability to meet the assumptions or the impact on its financial performance that could occur as a result of various risks and uncertainties, the market value of common stock issued by AMD could decline significantly. |
| ● | Semiconductor Company Risk. Competitive pressures may have a significant effect on the financial condition of semiconductor companies and, as product cycles shorten and manufacturing capacity increases, these companies may become increasingly subject to aggressive pricing, which hampers profitability. Reduced demand for end-user products, under-utilization of manufacturing capacity, and other factors could adversely impact the operating results of companies in the semiconductor sector. Semiconductor companies typically face high capital costs and may be heavily dependent on intellectual property rights. The semiconductor sector is highly cyclical, which may cause the operating results of many semiconductor companies to vary significantly. The stock prices of companies in the semiconductor sector have been and likely will continue to be extremely |
Nvidia Corporation ("NVDA") Risk. The Fund may invest in swap contracts and options that are based on the share price of NVDA. This subjects the Fund to the risk that NVDA's share price decreases. If the share price of NVDA decreases, the Fund will likely lose value and, as a result, the Fund may suffer significant losses. Therefore, as a result of the Fund's exposure to the value of NVDA, the Fund may also be subject to the following risks:
| ● | Indirect Investment in NVDA Risk. NVDA is not affiliated with the Trust, the Fund, the Adviser, the Sub-Adviser or their respective affiliates and is not involved with this offering in any way and has no obligation to consider your Shares in taking any corporate actions that might affect the value of Shares. Investors in the Fund will not have voting rights and will not be able to influence management of NVDA but will be exposed to the performance of NVDA (an Underlying Security). Investors in the Fund will not have rights to receive dividends or other distributions or any other rights with respect to the Underlying Security but will be subject to declines in the performance of the Underlying Security. |
| ● | NVDA's Trading Risk. The trading price of NVDA may be highly volatile and could continue to be subject to wide fluctuations in response to various factors. The stock market in general, and the market for technology companies in particular, has experienced extreme price and volume fluctuations that have often been unrelated or disproportionate to the operating performance of those companies. In particular, a large proportion of NVDA may be traded by short sellers which may put pressure on the supply and demand for the common stock of NVDA, further influencing volatility in its market price. Public perception and other factors outside of the control of NVDA may additionally impact NVDA's stock price due to NVDA garnering a disproportionate degree of public attention, regardless of actual operating performance. In addition, in the past, following periods of volatility in the overall market and the market price of a particular company's securities, securities class action litigation has often been instituted against companies such as these. Moreover, stockholder litigation like this has been filed against NVDA in the past. While NVDA continues to defend such actions, any judgment against NVDA, or any future |
12
| Notes to the Financial Statements | STKd 100% NVDA & 100% AMD ETF |
December 31, 2025
stockholder litigation could result in substantial costs and a diversion of the management of NVDA's attention and resources. If NVDA trading is halted, trading in Shares of the LAYS ETF may be impacted, either temporarily or indefinitely.
| ● | NVDA Performance Risk. NVDA may fail to meet its publicly announced guidelines or other expectations about its business, which could cause the price of NVDA to decline. NVDA provides guidance regarding its expected financial and business performance, such as projections regarding sales and production, as well as anticipated future revenues, gross margins, profitability and cash flows. Correctly identifying key factors affecting business conditions and predicting future events is inherently an uncertain process, and the guidance NVDA provides may not ultimately be accurate and has in the past been inaccurate in certain respects, such as the timing of new product manufacturing ramps. The guidance is based on certain assumptions such as those relating to global and local economic conditions, anticipated production and sales volumes (which generally are not linear throughout a given period), average sales prices, supplier and commodity costs, and planned cost reductions. If NVDA's guidance is not accurate or varies from actual results due to its inability to meet the assumptions or the impact on its financial performance that could occur as a result of various risks and uncertainties, the market value of common stock issued by NVDA could decline significantly. |
NVDA's accelerated computing platforms address four large markets: Gaming, Data Center, Professional Visualization, and Automotive. These markets experience rapid changes in technology, customer requirements, new product introductions and enhancements, and industry standards.
| ● | Semiconductor Company Risk. Competitive pressures may have a significant effect on the financial condition of semiconductor companies and, as product cycles shorten and manufacturing capacity increases, these companies may become increasingly subject to aggressive pricing, which hampers profitability. Reduced demand for end-user products, under-utilization of manufacturing capacity, and other factors could adversely impact the operating results of companies in the semiconductor sector. Semiconductor companies typically face high capital costs and may be heavily dependent on intellectual property rights. The semiconductor sector is highly cyclical, which may cause the operating results of many semiconductor companies to vary significantly. The stock prices of companies in the semiconductor sector have been and likely will continue to be extremely volatile. |
Derivatives Risks. The Fund's derivative investments carry risks such as an imperfect match between the derivative's performance and its underlying assets or index, and the potential for loss of principal, which can exceed the initial investment. Additionally, there are risks related to the possible default of the transaction's counterparty and the illiquidity of derivatives, making them hard to sell or trade. If a counterparty becomes bankrupt or otherwise fails to perform its obligations under a derivative contract due to financial difficulties, the Fund may experience significant delays in obtaining any recovery under the derivative contract in a bankruptcy or other reorganization proceeding. The derivatives used by the Fund may give rise to a form of leverage. Leverage magnifies the potential for gain and the risk of loss. Certain of the Fund's transactions in derivatives could also affect the amount, timing, and character of distributions to shareholders, which may result in the Fund realizing more short-term capital gains and ordinary income subject to tax at ordinary income tax rates than it would if it did not engage in such transactions, which may adversely impact the Fund's after-tax returns.
| ● | Swap Agreements. The use of swap transactions is a highly specialized activity, which involves investment techniques and risks different from those associated with ordinary portfolio securities transactions. Whether the Fund will be successful in using swap agreements to achieve its investment goal depends on the ability of the Adviser to structure such swap agreements in accordance with the Fund's investment objective and to identify counterparties for those swap agreements. If the Adviser is unable to enter into swap agreements that provide leveraged exposure to an Underlying Security, the Fund may not meet its stated investment objective. Additionally, any financing, borrowing or other costs associated with using swap transactions may also have the effect of lowering the Fund's return. |
The swap agreements in which the Fund invests are generally traded in the over-the-counter market, which generally has less transparency than exchange-traded derivatives instruments. In a standard swap transaction, two parties agree to exchange the return (or differentials in rates of return) earned or realized on particular predetermined reference assets or underlying securities or instruments. The gross return to be exchanged or swapped between the parties is calculated based on a notional amount or
13
| Notes to the Financial Statements | STKd 100% NVDA & 100% AMD ETF |
December 31, 2025
the return on or change in value of a particular dollar amount invested in an individual stock, basket of securities, market indices, exchange-traded funds, or other financial instruments, that the contract is tracking.
If an Underlying Security has a dramatic move that causes a material decline in a Fund's net assets, the terms of a swap agreement between the Fund and its counterparty may permit the counterparty to immediately close out the swap transaction with the Fund. In that event, the Fund may be unable to enter into another swap agreement or invest in other derivatives to achieve exposure consistent with the Fund's investment objective. This may prevent the Fund from achieving its leveraged investment objective, even if the Underlying Security later reverses all or a portion of its movement.
| ● | Options Contracts. The use of options contracts involves investment strategies and risks different from those associated with ordinary portfolio securities transactions. The prices of options are volatile and are influenced by, among other things, actual and anticipated changes in the value of the underlying instrument, including the anticipated volatility, which are affected by fiscal and monetary policies and by national and international political changes in the actual or implied volatility or the reference asset, the time remaining until the expiration of the option contract and economic events. The value of the options contracts in which the Fund invests are substantially influenced by the value of the Underlying Security. The Fund may experience substantial downside from specific option positions and certain option positions held by the Fund may expire worthless. The options held by the Fund are exercisable at the strike price on their expiration date. As an option approaches its expiration date, its value typically increasingly moves with the value of the underlying instrument. However, prior to such date, the value of an option generally does not increase or decrease at the same rate as the underlying instrument. There may at times be an imperfect correlation between the movement in values options contracts and the underlying instrument, and there may at times not be a liquid secondary market for certain options contracts. The value of the options held by the Fund will be determined based on market quotations or other recognized pricing methods. Additionally, as the Fund intends to continuously maintain indirect exposure to the Underlying Securities through the use of options contracts, as the options contracts it holds are exercised or expire it will enter into new options contracts, a practice referred to as "rolling". If the expiring options contracts do not generate enough proceeds to cover the cost of entering into new options contracts, the Fund may experience losses. The use of options to generate leverage introduces additional risks, including significant potential losses if the market moves unfavorably. The leverage inherent in options can amplify both gains and losses, leading to increased volatility and potential for substantial losses, particularly in periods of market uncertainty or low liquidity. Additionally, the Fund may incur losses if the value of an Underlying Security moves against its positions, potentially resulting in a complete loss of the premium paid. |
As with any investment, there is a risk that you could lose all or a portion of your principal investment in the Fund. The Fund is subject to the above principal risks, as well as other principal risks which may adversely affect the Fund's NAV, trading price, yield, total return and/or ability to meet its objective. For more information about the risks of investing in the Fund, see the section in the Fund's Prospectus titled "Additional Information About the Fund - Principal Investment Risks."
NOTE 4 - COMMITMENTS AND OTHER RELATED PARTY TRANSACTIONS
The Adviser serves as investment adviser to the Fund pursuant to an investment advisory agreement between the Adviser and the Trust, on behalf of the Fund (the "Advisory Agreement"), and, pursuant to the Advisory Agreement, provides investment advice to the Fund and oversees the day-to-day operations of the Fund, subject to the direction and oversight of the Board. The Adviser is also responsible for trading portfolio securities for the Fund, including selecting broker-dealers to execute purchase and sale transactions, subject to the supervision of the Board. The Adviser provides oversight of the Sub-Adviser and review of the Sub-Adviser's performance.
Pursuant to the Advisory Agreement, the Fund pays the Adviser a unitary management fee (the "Investment Advisory Fee") based on the average daily net assets of the Fund at an annualized rate of 1.29%. Out of the Investment Advisory Fee, the Adviser is obligated to pay or arrange for the payment of substantially all expenses of the Fund, including the cost of sub-advisory, transfer agency, custody, fund administration, and all other related services necessary for the Fund to operate. Under the Advisory Agreement, the Adviser has agreed to pay, or require the Sub-Adviser to pay, all expenses incurred by the Fund except for interest charges on any borrowings made for investment purposes, dividends and other expenses on securities sold short, taxes, brokerage commissions and other expenses incurred in placing orders for the purchase and sale of securities and other investment instruments, acquired fund fees and expenses, accrued deferred tax liability, extraordinary expenses, distribution fees and expenses paid by the Fund under any distribution plan adopted pursuant to Rule 12b-1 under the 1940 Act (collectively, "Excluded Expenses"), and the Investment Advisory Fee payable to the Adviser. The Investment Advisory Fees incurred are paid monthly to the Adviser. Investment Advisory Fees for the period ended
14
| Notes to the Financial Statements | STKd 100% NVDA & 100% AMD ETF |
December 31, 2025
December 31, 2025 are disclosed in the Statement of Operations.
The Sub-Adviser serves as investment sub-adviser to the Fund, pursuant to a sub-advisory agreement between the Adviser and the Sub-Adviser with respect to the Fund (the "Sub-Advisory Agreement"). Pursuant to the Sub-Advisory Agreement, the Sub-Adviser is responsible for the day-to-day management of the Fund's portfolio, including determining the securities purchased and sold by the Fund, subject to the supervision of the Adviser and the Board. The Sub-Adviser is paid a fee by the Adviser, which is calculated daily and paid monthly, at an annual rate of 0.06% of the Fund's average daily net assets (the "Sub-Advisory Fee"). The Sub-Adviser has agreed to assume a portion of the Adviser's obligation to pay all expenses incurred by the Fund, except for the Sub-Advisory Fee payable to the Sub-Adviser and Excluded Expenses. For assuming the payment obligations for a portion of the Fund's expenses, the Adviser has agreed to pay the Sub-Adviser a corresponding share of profits, if any, generated by the Fund's Investment Advisory Fees, less a contractual fee retained by the Adviser. Expenses incurred by the Fund and paid by the Sub-Adviser include fees charged by Tidal ETF Services LLC ("Tidal"), a Tidal Financial Group company and an affiliate of the Adviser.
Tidal serves as the Fund's administrator and, in that capacity, performs various administrative and management services for the Fund. Tidal coordinates the payment of Fund-related expenses and manages the Trust's relationships with its various service providers. As compensation for the services it provides, Tidal receives a fee based on the Fund's average daily net assets, subject to a minimum annual fee. Tidal also is entitled to certain out-of-pocket expenses for the services mentioned above.
U.S. Bancorp Fund Services, LLC, doing business as U.S. Bank Global Fund Services ("Fund Services"), serves as the Fund's sub-administrator, fund accountant and transfer agent. In those capacities, Fund Services performs various administrative and accounting services for the Fund. Fund Services prepares various federal and state regulatory filings, reports and returns for the Fund, including regulatory compliance monitoring and financial reporting; prepares reports and materials to be supplied to the Board; and monitors the activities of the Fund's custodian. U.S. Bank N.A. (the "Custodian"), an affiliate of Fund Services, serves as the Fund's custodian.
Foreside Fund Services, LLC (the "Distributor") acts as the Fund's principal underwriter in a continuous public offering of the Fund's Shares.
Certain officers and a trustee of the Trust are affiliated with the Adviser. Neither the affiliated trustee nor the Trust's officers receive compensation from the Fund.
The Board has adopted a Distribution (Rule 12b-1) Plan (the "Plan") pursuant to Rule 12b-1 under the 1940 Act. In accordance with the Plan, the Fund is authorized to pay an amount up to 0.25% of their average daily net assets each year to pay distribution fees for the sale and distribution of its Shares. No Rule 12b-1 fees are currently paid by the Fund, and there are no plans to impose these fees. However, in the event Rule 12b-1 fees are charged in the future, because the fees are paid out of the Fund's assets on an ongoing basis, over time these fees will increase the cost of your investment and may cost you more than certain other types of sales charges.
| NOTE 5 - SEGMENT REPORTING |
In accordance with the FASB Accounting Standards Update (ASU) 2023-07, Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures, the Fund has evaluated their business activities and determined that they operate as a single reportable segment.
The Fund's investment activities are managed by the Principal Financial Officer, which serves as the Chief Operating Decision Maker ("CODM"). The Adviser is responsible for assessing the Fund's financial performance and allocating resources. In making these assessments, the Principal Financial Officer evaluates the Fund's financial results on an aggregated basis, rather than by separate segments. As such, the Fund does not allocate operating expenses or assets to multiple segments, and accordingly, no additional segment disclosures are required. There were no intra-entity sales or transfers during the reporting period.
The Fund primarily generates income through dividends, interest, and realized/unrealized gains on its investment portfolios. Expenses incurred, including management fees, Fund operating expenses, and transaction costs, are considered general Fund-level expenses and are not allocated to specific segments or business lines.
Management has determined that the Fund does not meet the criteria for disaggregated segment reporting under ASU 2023-07 and will continue to evaluate its reporting requirements in accordance with applicable accounting standards.
15
| Notes to the Financial Statements | STKd 100% NVDA & 100% AMD ETF |
December 31, 2025
| NOTE 6 - PURCHASES AND SALES OF SECURITIES |
For the period ended December 31, 2025, there we no purchases or sales or maturities of securities, excluding short-term investments, U.S. government securities, swap transactions, and in-kind transactions.
For the period ended December 31, 2025, there were no purchases or sales of long-term U.S. government securities.
For the period ended December 31, 2025, there were no in-kind transactions associated with creations or redemptions.
| NOTE 7 - INCOME TAXES AND DISTRIBUTIONS TO SHAREHOLDERS |
The tax character of distributions paid during the period ended December 31, 2025 was as follows:
| Distributions paid from: | December 31, 2025 | |||
| Ordinary income | $ | 185,630 | ||
| Return of capital | 400,412 | |||
As of the fiscal period ended December 31, 2025, the components of distributable earnings on a tax basis were as follows:
| Investments, at cost | $63,229 | |||
| Gross tax unrealized appreciation | 2,219,111 | |||
| Gross tax unrealized depreciation | - | |||
| Net tax unrealized appreciation (depreciation) | 2,219,111 | |||
| Undistributed ordinary income (loss) | - | |||
| Undistributed long-term capital gain (loss) | - | |||
| Total distributable earnings | - | |||
| Other accumulated gain (loss) | (85,568 | ) | ||
| Total distributable earnings | $2,133,543 |
Net capital losses incurred after October 31 (post-October losses) and net investment losses incurred after December 31 (late-year losses), and within the taxable year, may be elected to be deferred to the first business day of the Fund's next taxable year.
As of the fiscal period ended December 31, 2025, the Fund did not elect to defer any post-October losses or late-year losses.
As of the fiscal period ended December 31, 2025, the Fund had short-term capital loss carryovers of $85,568, which does not expire.
| NOTE 8 - SHARES TRANSACTIONS |
Shares of the Fund are listed and traded on The NASDAQ. Market prices for the Shares may be different from their NAV. The Fund issues and redeems Shares on a continuous basis at NAV generally in large blocks of Shares, called Creation Units. Creation Units are issued and redeemed principally in-kind for securities included in a specified universe. Once created, Shares generally trade in the secondary market at market prices that change throughout the day. Except when aggregated in Creation Units, Shares are not redeemable securities of the Fund. Creation Units may only be purchased or redeemed by Authorized Participants. An Authorized Participant is either (i) a broker-dealer or other participant in the clearing process through the Continuous Net Settlement System of the National Securities Clearing Corporation or (ii) a Depository Trust Company participant and, in each case, must have executed a Participant Agreement with the Distributor. Most retail investors do not qualify as Authorized Participants nor have the resources to buy and sell whole Creation Units. Therefore, they are unable to purchase or redeem the shares directly from the Fund. Rather, most retail investors may purchase shares in the secondary market with the assistance of a broker and are subject to customary brokerage commissions or fees.
16
| Notes to the Financial Statements | STKd 100% NVDA & 100% AMD ETF |
December 31, 2025
The Fund currently offers one class of Shares, which has no front-end sales load, no deferred sales charge, and no redemption fee. A fixed transaction fee is imposed for the transfer and other transaction costs associated with the purchase or sale of Creation Units. The standard fixed transaction fee for the Fund is $300, payable to the Custodian. The fixed transaction fee may be waived on certain orders if the Fund's Custodian has determined to waive some or all of the costs associated with the order or another party, such as the Adviser, has agreed to pay such fee. In addition, a variable fee may be charged on all cash transactions or substitutes for Creation Units and Redemption Units of up to a maximum of 2% of the value of the Creation Units and Redemption Units subject to the transaction. Variable fees are imposed to compensate the Fund for transaction costs associated with the cash transactions. Variable fees received by the Fund, if any, are disclosed in the capital shares transactions section of the Statement of Changes in Net Assets. The Fund may issue an unlimited number of Shares of beneficial interest, with no par value. All Shares of the Fund have equal rights and privileges.
| NOTE 9 - RECENT MARKET EVENTS |
U.S. and international markets have experienced and may continue to experience significant periods of volatility in recent years and months due to a number of economic, political and global macro factors including uncertainty regarding inflation and central banks' interest rate changes, the possibility of a national or global recession, trade tensions and tariffs, political events, armed conflict, war, and geopolitical conflict. These developments, as well as other events, could result in further market volatility and negatively affect financial asset prices, the liquidity of certain securities and the normal operations of securities exchanges and other markets, despite government efforts to address market disruptions. As a result, the risk environment remains elevated. The Adviser will monitor developments and seek to manage the Fund in a manner consistent with achieving the Fund's investment objective, but there can be no assurance that they will be successful in doing so.
| NOTE 10 - SUBSEQUENT EVENTS |
In preparing these financial statements, management has evaluated events and transactions for potential recognition or disclosure through the date the financial statements were issued. Management has determined that there are no subsequent events that would need to be recognized or disclosed in the Fund's financial statements.
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| Report of Independent Registered Public Accounting Firm | STKd 100% NVDA & 100% AMD ETF |
To the Shareholders of STKd 100% NVDA & 100% AMD ETF and
Board of Trustees of Tidal Trust II
Opinion on the Financial Statements
We have audited the accompanying statement of assets and liabilities, including the schedules of investments and total return swap contracts, of STKd 100% NVDA & 100% AMD ETF (the "Fund"), a series of Tidal Trust II, as of December 31, 2025, the related statements of operations and changes in net assets and the financial highlights for the period from March 5, 2025 (commencement of operations) through December 31, 2025, and the related notes (collectively referred to as the "financial statements"). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Fund as of December 31, 2025, the results of its operations, changes in net assets, and the financial highlights for the period indicated above, in conformity with accounting principles generally accepted in the United States of America.
Basis for Opinion
These financial statements are the responsibility of the Fund's management. Our responsibility is to express an opinion on the Fund's financial statements based on our audit. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) ("PCAOB") and are required to be independent with respect to the Fund in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement whether due to error or fraud.
Our audit included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our procedures included confirmation of securities owned as of December 31, 2025, by correspondence with the custodian and brokers. Our audit also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audit provides a reasonable basis for our opinion.
We have served as the auditor of one or more Tidal Investments LLC investment companies since 2020.
COHEN & COMPANY, LTD.
Philadelphia, Pennsylvania
February 26, 2026
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| Other Non-Audited Information | STKd 100% NVDA & 100% AMD ETF |
December 31, 2025
QUALIFIED DIVIDEND INCOME/DIVIDENDS RECEIVED DEDUCTION
For the fiscal period ended December 31, 2025, certain dividends paid by the Fund may be subject to a maximum tax rate of 23.8%, as provided for by the Jobs and Growth Tax Relief Reconciliation Act of 2003 and the Tax Cuts and Jobs Act of 2017. The percentage of dividends declared from ordinary income designated as qualified dividend income were as follows:
| STKd 100% NVDA & 100% AMD ETF | 0.00% |
For corporate shareholders, the percent of ordinary income distributions qualifying for the corporate dividends received deduction for the fiscal period ended December 31, 2025, were as follows:
| STKd 100% NVDA & 100% AMD ETF | 0.00% |
The percentage of taxable ordinary income distributions that are designated as short-term capital gain distribution under Internal Revenue Section 871(k)(2)(c) for the fiscal period ended December 31, 2025, were as follows:
| STKd 100% NVDA & 100% AMD ETF | 0.00% |
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| (b) | Financial Highlights are included within the financial statements filed under Item 7(a) of this Form. |
Item 8. Changes in and Disagreements with Accountants for Open-End Investment Companies.
There have been no changes in or disagreements with the Fund's accountants.
Item 9. Proxy Disclosure for Open-End Investment Companies.
There were no matters submitted to a vote of shareholders during the period covered by the report.
Item 10. Remuneration Paid to Directors, Officers, and Others of Open-End Investment Companies.
See Item 7(a). Under the Investment Advisory Agreement, in exchange for a single unitary management fee from the Fund, the Adviser has agreed to pay all expenses incurred by the Fund, including Trustee compensation, except for certain excluded expenses.
Item 11. Statement Regarding Basis for Approval of Investment Advisory Contract.
Not Applicable.
Item 12. Disclosure of Proxy Voting Policies and Procedures for Closed-End Management Investment Companies.
Not applicable to open-end investment companies.
Item 13. Portfolio Managers of Closed-End Management Investment Companies.
Not applicable to open-end investment companies.
Item 14. Purchases of Equity Securities by Closed-End Management Investment Company and Affiliated Purchasers.
Not applicable to open-end investment companies.
Item 15. Submission of Matters to a Vote of Security Holders.
Not Applicable.
Item 16. Controls and Procedures.
| (a) | The Registrant's Principal Executive Officer and Treasurer/Principal Financial Officer have reviewed the Registrant's disclosure controls and procedures (as defined in Rule 30a-3(c) under the Investment Company Act of 1940 (the "Act")) as of a date within 90 days of the filing of this report, as required by Rule 30a-3(b) under the Act and Rules 13a-15(b) or 15d-15(b) under the Securities Exchange Act of 1934. Based on their review, such officers have concluded that the disclosure controls and procedures are effective in ensuring that information required to be disclosed in this report is appropriately recorded, processed, summarized and reported and made known to them by others within the Registrant and by the Registrant's service provider. |
| (b) | There were no changes in the Registrant's internal control over financial reporting (as defined in Rule 30a-3(d) under the Act) that occurred during the period covered by this report that have materially affected, or are reasonably likely to materially affect, the Registrant's internal control over financial reporting. |
Item 17. Disclosure of Securities Lending Activities for Closed-End Management Investment Companies.
Not applicable to open-end investment companies.
Item 18. Recovery of Erroneously Awarded Compensation.
(a) Not Applicable
(b) Not Applicable
Item 19. Exhibits.
| (a) | (1) Any code of ethics or amendment thereto, that is the subject of the disclosure required by Item 2, to the extent that the registrant intends to satisfy Item 2 requirements through filing an exhibit. Filed herewith. |
(2) Any policy required by the listing standards adopted pursuant to Rule 10D-1 under the Exchange Act (17 CFR 240.10D-1) by the registered national securities exchange or registered national securities association upon which the registrant's securities are listed. Not applicable.
(3) A separate certification for each principal executive officer and principal financial officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. Filed herewith.
(4) Any written solicitation to purchase securities under Rule 23c-1 under the Act sent or given during the period covered by the report by or on behalf of the registrant to 10 or more persons. Not applicable.
(5) Change in the registrant's independent public accountant. Provide the information called for by Item 4 of Form 8-K under the Exchange Act (17 CFR 249.308). Unless otherwise specified by Item 4, or related to and necessary for a complete understanding of information not previously disclosed, the information should relate to events occurring during the reporting period. Not applicable.
| (b) | Certifications pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. Furnished herewith. |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934 and the Investment Company Act of 1940, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
| (Registrant) | Tidal Trust II |
| By (Signature and Title)* | /s/ Eric W. Falkeis | ||
| Eric W. Falkeis, Principal Executive Officer |
| Date | March 6, 2026 |
Pursuant to the requirements of the Securities Exchange Act of 1934 and the Investment Company Act of 1940, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.
| By (Signature and Title)* | /s/ Eric W. Falkeis | ||
| Eric W. Falkeis, Principal Executive Officer |
| Date | March 6, 2026 |
| By (Signature and Title)* | /s/ Aaron J. Perkovich | ||
| Aaron J. Perkovich, Treasurer/Principal Financial Officer |
| Date | March 6, 2026 |
* Print the name and title of each signing officer under his or her signature.