

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) |

|
|
|
|
|
|
|
|
|
|
|
|
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 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
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 |
|
|
|
(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 |
|
|
|
|
|
|
|
|
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 |
|
|
|
|
|
|
|
|
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 |
|
|
|
|
|
|
| |||
|
|
|
|
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 |
|
|
|
|
|
|
| ||||||||||||
|
|
|
|
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 |
|
|
|
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 |
|
|
|
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 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
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 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
December 31,
2025 |
|
|
December 31,
2024 |
|
Ordinary
income |
|
|
$1,146,345 |
|
|
$1,589,706
|
|
Long-term
capital gains |
|
|
5,489,200 |
|
|
8,689,585 |
|
|
|
|
|
|
|
|
|
• |
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 |
|
|
|
• |
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 |
|
|

|
|
|
13 |
|
|
|
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 |
|
|
|
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.
(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.
(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.
EX.99.CODE ETH
Exhibit A
ADVISORS SERIES TRUST
Code of Ethics
For Principal Executive Officer & Principal Financial Officer
This Code of Ethics is designed to comply with Section 406 of the Sarbanes-Oxley Act of 2002 and the rules promulgated by the Securities and Exchange Commission (the “SEC”) thereunder. This Code of Ethics is in addition to, not in replacement of, the Advisors Series Trust (the “Trust”) Code of Ethics for access persons (the “Investment Company Code of Ethics”), adopted pursuant to Rule 17j-1 under the Investment Company Act of 1940, as amended (the “Investment Company Act”). The persons covered by this Code of Ethics may also be subject to the Investment Company Code of Ethics.
The Trust requires its Principal Executive Officer, Principal Financial Officer, or other Trust officers performing similar functions (the “Principal Officers”), to maintain the highest ethical and legal standards while performing their duties and responsibilities to the Trust and each of its series (each a “Fund,” collectively the “Funds”), with particular emphasis on those duties that relate to the preparation and reporting of the financial information of the Funds. The following principles and responsibilities shall govern the professional conduct of the Principal Officers:
| 1. | HONEST AND ETHICAL CONDUCT |
The Principal Officers shall act with honesty and integrity, avoiding actual or apparent conflicts of interest in personal and professional relationships, and shall report any material transaction or relationship that reasonably could be expected to give rise to such conflict between their interests and those of a Fund to the Audit Committee, the full Board of Trustees of the Trust, and, in addition, to any other appropriate person or entity that may reasonably be expected to deal with any conflict of interest in timely and expeditious manner.
The Principal Officers shall act in good faith, responsibly, with due care, competence and diligence, without misrepresenting material facts or allowing their independent judgment to be subordinated or compromised.
| 2. | FINANCIAL RECORDS AND REPORTING |
The Principal Officers shall provide full, fair, accurate, timely and understandable disclosure in the reports and/or other documents to be filed with or submitted to the SEC or other applicable body by a Fund, or that is otherwise publicly disclosed or communicated. The Principal Officers shall comply with applicable rules and regulations of federal, state, and local governments, and other appropriate private and public regulatory agencies.
The Principal Officers shall respect the confidentiality of information acquired in the course of their work and shall not disclose such information except when authorized or legally obligated to disclose. The Principal Officers will not use confidential information acquired in the course of their duties as Principal Officers.
The Principal Officers shall share knowledge and maintain skills important and relevant to the Trust’s needs; shall proactively promote ethical behavior of the Trust’s employees and as a partner with industry peers and associates; and shall maintain control over and responsibly manage assets and resources employed or entrusted to them by the Trust.
| 3. | COMPLIANCE WITH LAWS, RULES AND REGULATIONS |
The Principal Officers shall establish and maintain mechanisms to oversee the compliance of the Funds with applicable federal, state or local law, regulation or administrative rule, and to identify, report and correct in a swift and certain manner, any detected deviations from applicable federal, state or local law regulation or rule.
| 4. | COMPLIANCE WITH THIS CODE OF ETHICS |
The Principal Officers shall promptly report any violations of this Code of Ethics to the Audit Committee as well as the full Board of Trustees of the Trust and shall be held accountable for strict adherence to this Code of Ethics. A proven failure to uphold the standards stated herein shall be grounds for such sanctions as shall be reasonably imposed by the Board of Trustees of the Trust.
| 5. | AMENDMENT AND WAIVER |
This Code of Ethics may only be amended or modified by approval of the Board of Trustees. Any substantive amendment that is not technical or administrative in nature or any material waiver, implicit or otherwise, of any provision of this Code of Ethics, shall be communicated publicly in accordance with Item 2 of Form N-CSR under the Investment Company Act.
Adopted by the Board of Trustees on March 18, 2010
EX.99.CERT
CERTIFICATIONS
I, Jeffrey T. Rauman, certify that:
| 1. | I have reviewed this report on Form N-CSR of Advisors Series Trust; |
| 2. | Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report; |
| 3. | Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations, changes in net assets, and cash flows (if the financial statements are required to include a statement of cash flows) of the registrant as of, and for, the periods presented in this report; |
| 4. | The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Rule 30a-3(c) under the Investment Company Act of 1940) and internal control over financial reporting (as defined in Rule 30a-3(d) under the Investment Company Act of 1940) for the registrant and have: |
| (a) | Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared; |
| (b) | Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles; |
| (c) | Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of a date within 90 days prior to the filing date of this report based on such evaluation; and |
| (d) | Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the period covered by this report that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and |
| 5. | The registrant’s other certifying officer(s) and I have disclosed to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions): |
| (a) | All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize, and report financial information; and |
| (b) | Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting. |
| Date: | 03/05/2026 | /s/ Jeffrey T. Rauman | |
| Jeffrey T. Rauman | |||
| President/Chief Executive Officer/Principal Executive Officer |
CERTIFICATIONS
I, Kevin J. Hayden, certify that:
| 1. | I have reviewed this report on Form N-CSR of Advisors Series Trust; |
| 2. | Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report; |
| 3. | Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations, changes in net assets, and cash flows (if the financial statements are required to include a statement of cash flows) of the registrant as of, and for, the periods presented in this report; |
| 4. | The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Rule 30a-3(c) under the Investment Company Act of 1940) and internal control over financial reporting (as defined in Rule 30a-3(d) under the Investment Company Act of 1940) for the registrant and have: |
| (a) | Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared; |
| (b) | Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles; |
| (c) | Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of a date within 90 days prior to the filing date of this report based on such evaluation; and |
| (d) | Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the period covered by this report that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and |
| 5. | The registrant’s other certifying officer(s) and I have disclosed to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions): |
| (a) | All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize, and report financial information; and |
| (b) | Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting. |
| Date: | 03/05/2026 | /s/ Kevin J. Hayden | |
| Kevin J. Hayden | |||
| Vice President/Treasurer/Principal Financial Officer |
EX.99.906CERT
Certification Pursuant to Section 906 of the Sarbanes-Oxley Act
Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, each of the undersigned officers of the Advisors Series Trust, does hereby certify, to such officer’s knowledge, that the report on Form N-CSR of the Advisors Series Trust for the year ended December 31, 2025 fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as applicable, and that the information contained in the Form N-CSR fairly presents, in all material respects, the financial condition and results of operations of the Advisors Series Trust for the stated period.
| /s/ Jeffrey T. Rauman | /s/ Kevin J. Hayden | |
| Jeffrey T. Rauman | Kevin J. Hayden | |
| President/Chief Executive Officer/Principal Executive Officer | Vice President/Treasurer/Principal Financial Officer | |
| Advisors Series Trust | Advisors Series Trust |
| Dated: | 03/05/2026 | Dated: | 03/05/2026 |
This statement accompanies this report on Form N-CSR pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 and shall not be deemed as filed by Advisors Series Trust for purposes of Section 18 of the Securities Exchange Act of 1934.