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

 

FORM N-CSR

 

CERTIFIED SHAREHOLDER REPORT OF REGISTERED
MANAGEMENT INVESTMENT COMPANIES

 

Investment Company Act file number 811-23084

 

Series Portfolios Trust
(Exact name of registrant as specified in charter)

 

615 East Michigan Street

Milwaukee, WI 53202
(Address of principal executive offices) (Zip code)

 

Ryan L. Roell, Principal Executive Officer

Series Portfolios Trust

c/o U.S. Bancorp Fund Services, LLC

777 East Wisconsin Ave, 6th Fl

Milwaukee, WI 53202
(Name and address of agent for service)

 

(414) 516-1709

Registrant’s telephone number, including area code

 

Date of fiscal year end: September 30, 2025

 

Date of reporting period: September 30, 2025

 
 

 

Item 1. Reports to Stockholders.

 

(a)  
image
Elm Market Navigator ETF
image
ELM (Principal U.S. Listing Exchange: NYSE )
Annual Shareholder Report | September 30, 2025
This annual shareholder report contains important information about the Elm Market Navigator ETF for the period of February 10, 2025, to September 30, 2025. You can find additional information about the Fund at http://www.elmfunds.com/elm-market-navigator-etf. You can also request this information by contacting us at 1-800-617-0004.
WHAT WERE THE FUND COSTS FOR THE LAST 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*
Elm Market Navigator ETF
$13
0.20%
* Annualized
HOW DID THE FUND PERFORM LAST YEAR AND WHAT AFFECTED ITS PERFORMANCE?
The Elm Market Navigator ETF delivered performance of 9.29% (NAV) since inception through September 30, 2025 and a six-month return of 11.42%. Performance from January 1, 2025 through September 30, 2025 was 12.28% (NAV), which includes performance of the legacy portfolio prior to the commencement of the ETF on February 10, 2025.
The first half of 2025 showcased Dynamic Index Investing’s responsiveness. ELM entered the year with reduced equity exposure, which proved fortuitous ahead of Liberation Day and the sharp global equity selloffs driven by trade and inflation concerns. Following the market turbulence, ELM’s rules-based approach increased equity exposure as markets stabilized and reversed, with allocations rising substantially through Q2. In stark contrast, Q3 demonstrated the strategy’s discipline during calm markets—virtually no material changes occurred to US equity, non-US equity, or fixed income weights throughout the quarter, avoiding unnecessary trading when conditions remained stable. This combination of responsiveness when needed and stability when appropriate illustrates how Dynamic Index Investing navigates varying market environments.
HOW DID THE FUND PERFORM SINCE INCEPTION?*
The $10,000 chart reflects a hypothetical $10,000 investment in the class of shares noted. The chart uses total return NAV performance and assumes reinvestment of dividends and capital gains. Fund expenses, such as management fees were deducted.
CUMULATIVE PERFORMANCE (Initial Investment of $10,000)
image
Elm Market Navigator ETF  PAGE 1  TSR-AR-81752T429

 
ANNUAL AVERAGE TOTAL RETURN (%)
 
Since Inception
(02/10/2025)
Elm Market Navigator ETF NAV
9.29
Bloomberg U.S. Aggregate Bond Index
5.18
Dow Jones Moderate Portfolio Index
9.18
MSCI AC World Index IMI Net
13.92
S&P Target Risk Growth Index (TR)
10.79
Visit http://www.elmfunds.com/elm-market-navigator-etf for more recent performance information.
* 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.
KEY FUND STATISTICS (as of September 30, 2025)
Net Assets
$473,830,213
Number of Holdings
17
Net Advisory Fee
$525,184
Portfolio Turnover
99%
30-Day SEC Yield
2.36%
30-Day SEC Yield Unsubsidized
2.34%
WHAT DID THE FUND INVEST IN? (as of September 30, 2025)
Security Type
(% of net assets)
Exchange Traded Funds
99.6%
Investments Purchased with Proceeds from Securities Lending
5.7%
Money Market Funds
0.4%
Cash & Other
-5.7%
Top 10 Issuers
(% of net assets)
Vanguard Total Stock Market ETF
22.1%
Vanguard FTSE Emerging Markets ETF
19.9%
Schwab US TIPS ETF
17.1%
Vanguard FTSE Pacific ETF
7.7%
iShares Core MSCI Europe ETF
7.3%
JPMorgan BetaBuilders Europe ETF
6.2%
First American Government Obligations Fund
6.1%
iShares 0-3 Month Treasury Bond ETF
4.2%
Vanguard Total Bond Market ETF
2.9%
Schwab US Broad Market ETF
2.5%
For additional information about the Fund; including its prospectus, financial information, holdings and proxy information, scan the QR code or visit http://www.elmfunds.com/elm-market-navigator-etf.
HOUSEHOLDING
To reduce Fund expenses, only one copy of most shareholder documents may be mailed to shareholders with multiple accounts at the same address (Householding). If you would prefer that your Elm Partners Management LLC documents not be householded, please call toll-free at 1-800-617-0004, or contact your financial intermediary. Your instructions will typically be effective within 30 days of receipt.
Elm Market Navigator ETF  PAGE 2  TSR-AR-81752T429
10000109291000010518100001091810001113921000011079

 
(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.

 

File: 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. Debra McGinty-Poteet 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 fiscal year. “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 the fiscal year. “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; including reviewing the Fund’s tax returns and distribution calculations. There were no “other services” provided by the principal accountant. For the fiscal year ended September 30, 2025, the Fund’s principal accountant was Cohen & Company, Ltd. The following table details the aggregate fees billed or expected to be billed for the past fiscal year for audit fees, audit-related fees, tax fees and other fees by the principal accountant.

 

    FYE 9/30/2025
(a) Audit Fees   $18,000
(b) Audit-Related Fees   $4,000
(c) Tax Fees   $3,500
(d) All Other Fees   $0

 

(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:

 

  FYE 9/30/2025
Audit-Related Fees 0%
Tax Fees 0%
All Other Fees 0%

 

(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 fiscal year.

 

Non-Audit Related Fees FYE 9/30/2025
Registrant $0
Registrant’s Investment Adviser $0

 

(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) Not applicable.

 

(j) Not applicable.

 

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 members of the audit committee, all Independent Trustees, are as follows: Koji Felton, Debra McGinty-Poteet and Daniel B. Willey.

 

(b) Not applicable

 

Item 6. Investments.

 

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

 

(b) Not applicable.
 

 

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

(a)  

ELM MARKET NAVIGATOR ETF
TICKER SYMBOL: ELM
Annual Financial Statements and Additional Information
September 30, 2025


TABLE OF CONTENTS

Elm Market Navigator ETF
Schedule of Investments
September 30, 2025
 
Shares
Value
EXCHANGE TRADED FUNDS - 99.6%
iShares 0-3 Month Treasury Bond
ETF
198,303
$19,969,112
iShares Core MSCI Europe ETF
506,771
34,521,240
iShares Core U.S. Aggregate Bond ETF(a)
113,228
11,351,107
JPMorgan BetaBuilders Canada ETF
116,979
10,204,078
JPMorgan BetaBuilders Europe ETF
420,077
29,241,560
Schwab U.S. REIT ETF
235,236
5,074,041
Schwab U.S. Broad Market ETF(a)
455,556
11,712,345
Schwab U.S. TIPS ETF
3,013,538
81,214,849
Vanguard FTSE Emerging Markets ETF(a)
1,740,796
94,316,327
Vanguard FTSE Europe ETF
52,273
4,171,385
Vanguard FTSE Pacific ETF
417,114
36,639,294
Vanguard Small-Cap ETF(a)
28,614
7,275,968
Vanguard Total Bond Market ETF
185,778
13,816,310
Vanguard Total Stock Market ETF
318,846
104,635,692
Vanguard Value ETF
40,821
7,612,708
TOTAL EXCHANGE TRADED FUNDS
(Cost $421,860,428)
471,756,016
SHORT-TERM INVESTMENTS - 0.4%
Money Market Funds - 0.4%
First American Government Obligations Fund - Class X, 4.05%(b)
1,790,710
1,790,710
TOTAL SHORT-TERM INVESTMENTS
(Cost $1,790,710)
1,790,710
 
Shares
Value
INVESTMENTS PURCHASED WITH PROCEEDS FROM SECURITIES LENDING - 5.7%
Money Market Funds - 5.7%
First American Government Obligations Fund - Class X, 4.05%(b)
27,137,119
$27,137,119
TOTAL INVESTMENTS PURCHASED WITH PROCEEDS FROM SECURITIES LENDING
(Cost $27,137,119)
27,137,119
TOTAL INVESTMENTS - 105.7%
(Cost $450,788,257)
$500,683,845
Liabilities in Excess of Other
Assets - (5.7)%
(26,853,632)
TOTAL NET ASSETS - 100.0%
$473,830,213
Percentages are stated as a percent of net assets.
ETF - Exchange Traded Fund
FTSE - Financial Times Stock Exchange
MSCI - Morgan Stanley Capital International
REIT - Real Estate Investment Trust
TIPS - Treasury Inflation-Protected Securities
(a)
All or a portion of this security is on loan as of September 30, 2025. The fair value of these securities was $26,610,648.
(b)
The rate shown represents the 7-day annualized effective yield as of September 30, 2025.
The accompanying notes are an integral part of these financial statements.
1

TABLE OF CONTENTS

Elm Market Navigator ETF
Statement of Assets and Liabilities
September 30, 2025
ASSETS:
Investments, at value
$500,683,845
Dividends receivable
356,842
Security lending income receivable
2,591
Total assets
501,043,278
LIABILITIES:
Payable upon return of securities loaned
27,137,119
Payable to adviser
75,946
Total liabilities
27,213,065
NET ASSETS
$ 473,830,213
Net Assets Consists of:
Paid-in capital
$421,901,276
Total distributable earnings
51,928,937
Total net assets
$ 473,830,213
Net assets
$473,830,213
Shares issued and outstanding(a)
17,350,000
Net asset value per share
$27.31
Cost:
Investments, at cost
$450,788,257
LOANED SECURITIES:
​At value (included in investments)
$26,610,648
(a)
Unlimited shares authorized without par value.
The accompanying notes are an integral part of these financial statements.
2

TABLE OF CONTENTS

Elm Market Navigator ETF
Statement of Operations
For the Period Ended September 30, 2025(a)
INVESTMENT INCOME:
Dividend income
$7,765,871
Interest income
426,733
Securities lending income
2,591
Total investment income
8,195,195
EXPENSES:
Investment advisory fee (See Note 3)
577,702
Total expenses
577,702
Expense waived by Adviser (See Note 3)
(52,518)
Net expenses
525,184
Net investment income
7,670,011
REALIZED AND CHANGE IN UNREALIZED GAIN/(LOSS) ON INVESTMENTS
Net realized gain/(loss) from:
Investments
(6,364,562)
In-kind redemptions
87,232,089
Net realized gain
80,867,527
Net change in unrealized appreciation (depreciation) on investments (See Note 8)
(49,307,000)
Net realized and change in unrealized gain on investments
31,560,527
NET INCREASE IN NET ASSETS RESULTING FROM OPERATIONS
$39,230,538
(a)
Inception date of the Fund was February 10, 2025.
The accompanying notes are an integral part of these financial statements.
3

TABLE OF CONTENTS

Elm Market Navigator ETF
Statement of Changes in Net Assets
Period Ended September 30, 2025(a)
OPERATIONS:
Net investment income
$7,670,011
Net realized gain
80,867,527
Net change in unrealized appreciation (depreciation) on investments
(49,307,000)
Net increase in net assets from operations
39,230,538
CAPITAL TRANSACTIONS:
Shares sold
666,030,308
Shares redeemed
(231,430,633)
Net increase in net assets from capital transactions(b)
434,599,675
Net increase in net assets
473,830,213
NET ASSETS:
Beginning of the period
End of the period
$473,830,213
(a)
Inception date of the Fund was February 10, 2025.
(b)
A summary of capital share transactions is as follows:
SHARES TRANSACTIONS
Shares sold
26,675,000
Shares redeemed
(9,325,000)
Total increase in shares outstanding
17,350,000
The accompanying notes are an integral part of these financial statements.
4

TABLE OF CONTENTS

Elm Market Navigator ETF
Financial Highlights
Period Ended September 30, 2025(a)
PER SHARE DATA:
Net asset value, beginning of period
$24.99
INVESTMENT OPERATIONS:
Net investment income(b)(c)
0.47
Net realized and unrealized gain on investments
1.85
Total from investment operations
2.32
Net asset value, end of period
$27.31
TOTAL RETURN, at NAV(d)
9.29%
SUPPLEMENTAL DATA AND RATIOS:
Net assets, end of period (in thousands)
$473,830
Ratio of expenses to average net assets:
Before expense reimbursement(e)(f)
0.22%
After expense reimbursement(e)(f)
0.20%
Ratio of net investment income to average net assets(e)(f)
2.92%
Portfolio turnover rate(d)(g)
99%
(a)
Inception date of the Fund was February 10, 2025.
(b)
Net investment income per share has been calculated based on average shares outstanding during the period.
(c)
Recognition of net investment income by the Fund is affected by the timing of the declaration of dividends by the underlying exchange traded funds in which the Fund invests. The ratio does not include net investment income of the exchange traded funds in which the Fund invests.
(d)
Not annualized for periods less than one year.
(e)
Annualized for periods less than one year.
(f)
These ratios exclude the impact of expenses of the underlying exchange traded funds as represented in the Schedule of Investments. Recognition of net investment income by the Fund is affected by the timing of the underlying exchange traded funds in which the Fund invests.
(g)
Portfolio turnover rate excludes in-kind transactions.
The accompanying notes are an integral part of these financial statements.
5

TABLE OF CONTENTS

Elm Market Navigator ETF
NOTES TO THE FINANCIAL STATEMENTS
September 30, 2025
1. ORGANIZATION
Series Portfolios Trust (the “Trust”) was organized as a Delaware statutory trust under a Declaration of Trust dated July 27, 2015. The Trust is registered under the Investment Company Act of 1940, as amended (the “1940 Act”), as an open-end management investment company. The Elm Market Navigator ETF (the “Fund”) is a diversified series having its own investment objectives and policies within the Trust. The Fund’s investment objective is long-term, risk-adjusted growth of capital. The Fund is an actively managed exchange traded fund (“ETF”) that seeks its investment objective by using Dynamic Index Investing®, a proprietary, rules-based asset allocation methodology designed by Elm Partners Management LLC (the “Adviser”). Investment advisory services are provided to the Fund by the Adviser, pursuant to an Investment Advisory Agreement (see Note 3). The Adviser is responsible for providing management oversight, investment advisory services, day-to-day management of the Fund’s assets, as well as compliance, sales, marketing, and operations services to the Fund. All organizational costs incurred to establish the Fund and enable it to legally do business were borne by the Adviser and are not subject to reimbursement by the Fund.
The Fund commenced operations on February 10, 2025 by acquiring substantially all of the assets and liabilities of Elm Partners Portfolio LLC, an unregistered private investment fund (the “Predecessor Fund”), in a tax-free reorganization in which investors in the Predecessor Fund received shares of the Fund. The Predecessor Fund had an investment objective and investment policies that were, in all material respects, equivalent to those of the Fund. The Predecessor Fund commenced operations on December 30, 2011.
The Fund offers a single class of shares. The Fund is considered an investment company and accordingly follows the investment company accounting and reporting guidance of the Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (the “Codification”) Topic 946, Financial Services – Investment Companies. The Fund does not hold itself out as related to any other series of the Trust for purposes of investment and investor services, nor does it share the same investment adviser with any other series of the Trust. The Fund may issue an unlimited number of shares of beneficial interest, with no par value.
2. SIGNIFICANT ACCOUNTING POLICIES
The following is a summary of significant accounting policies consistently followed by the Fund in the preparation of its financial statements. These policies are in conformity with generally accepted accounting principles in the United States of America (“GAAP”).
A.
Investment Valuation – The following is a summary of the Fund’s pricing procedures. It is intended to be a general discussion and may not necessarily reflect all the pricing procedures followed by the Fund. Fixed income securities, including short-term debt instruments having a maturity of less than 60 days, are valued, at the evaluated mean price between the bid and asked prices in accordance with prices supplied by an approved Pricing Service. Pricing Services may use various valuation methodologies such as matrix pricing and other analytical pricing models as well as market transactions and dealer quotations. In the absence of a price from a Pricing Service, Fair Value will be determined. These securities are categorized in Level 2 of the fair value hierarchy.
Investments in registered open-end investment companies (including money market funds), other than exchange traded funds, are valued at their reported net asset values (“NAV”). To the extent these securities are valued at their NAV per share, they are categorized in Level 1 of the fair value hierarchy.
The Board of Trustees (the “Board”) has adopted a pricing and valuation policy for use by the Fund and its Valuation Designee (as defined below) in calculating the Fund’s NAV. Pursuant to Rule 2a-5 under the 1940 Act, the Fund has designated the Adviser as its “Valuation Designee” to perform all of the fair value determinations as well as to perform all of the responsibilities that may be performed by the Valuation Designee in accordance with Rule 2a-5. The Valuation Designee is authorized to make all necessary determinations of the fair values of the portfolio securities and other assets for which market quotations are not readily available or if it is deemed that the prices obtained from brokers, dealers or independent pricing services are unreliable.
The Fund has adopted authoritative fair value accounting standards which establish an authoritative definition of fair value and set out a hierarchy for measuring fair value. These standards require additional
6

TABLE OF CONTENTS

Elm Market Navigator ETF
NOTES TO THE FINANCIAL STATEMENTS
September 30, 2025(Continued)
disclosures about the various inputs and valuation techniques used to develop the measurements of fair value, a discussion in changes in valuation techniques and related inputs during the period and expanded disclosure of valuation levels for major security types. These inputs are summarized in the three broad levels listed below:
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 inputs or methodology used for valuing securities are not an indication of the risk associated with investing in those securities.
The following is a summary of the inputs used to value the Fund’s securities by level within the fair value hierarchy as of September 30, 2025:
Investments at Fair Value
Level 1
Level 2
Level 3
Total
Assets:
Exchange Traded Funds.
$471,756,016
$
$
$471,756,016
Money Market Funds. . .
1,790,710
1,790,710
Investments Purchased with Proceeds from Securities Lending
27,137,119
27,137,119
Total Investments in Securities.
$500,683,845
$
$
$500,683,845
As of the period ended September 30, 2025, the Fund did not hold any Level 3 securities, nor were there any transfers into or out of Level 3. Refer to the Fund’s Schedule of Investments for further information on the classification of investments.
B.
Cash and Cash Equivalents – The Fund considers highly liquid short-term fixed income investments purchased with an original maturity of less than three months and money market funds to be cash equivalents. Cash equivalents are included in short term investments on the Schedule of Investments as well as in investments on the Statement of Assets and Liabilities. Temporary cash overdrafts are reported as a payable to custodian.
C.
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 has not yet occurred.
D.
Security Transactions, Income and Amortization – The Fund follows industry practice and records security transactions on the trade date. Realized gains and losses on sales of securities are calculated on the basis of identified cost. Dividend income is recorded on the ex-dividend date and interest income and expense is recorded on an accrual basis. Withholding taxes on foreign dividends have been provided for in accordance with the Fund’s understanding of the applicable country’s tax rules and regulations. Discounts and premiums on securities purchased are amortized over the expected life of the respective securities using the constant yield method. Interest income is accounted for on the accrual basis and includes amortization of premiums and accretion of discounts on the effective interest method.
E.
Allocation of Expenses – Expenses associated with a specific fund in the Trust are charged to that Fund. Common Trust expenses are typically allocated evenly between the funds of the Trust or by other equitable means.
7

TABLE OF CONTENTS

Elm Market Navigator ETF
NOTES TO THE FINANCIAL STATEMENTS
September 30, 2025(Continued)
F.
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 (including estimated accrued expenses) by the total number of shares outstanding for the Fund, rounded to the nearest cent. The Fund’s shares will not be priced on days which the New York Stock Exchange (“NYSE”) is closed for trading.
G.
Use of Estimates – The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of income and expenses during the reporting period. Actual results could differ from those estimates.
H.
Statement of Cash Flows – Pursuant to the Cash Flows Topic of the Codification, the Fund qualifies for an exemption from the requirement to provide a statement of cash flows and has elected not to provide a statement of cash flows.
3. RELATED PARTY TRANSACTIONS
The Trust has an agreement with the Adviser to furnish investment advisory services to the Fund. Pursuant to an Investment Advisory Agreement between the Trust and the Adviser, the Adviser is entitled to receive, on a monthly basis, a unified management fee (accrued daily) based upon the average daily net assets of the Fund at the annual rate of 0.22%.
The Adviser has contractually agreed to waive a portion of its management fee so that the effective rate of the management fee is 0.20%, instead of 0.22%, of the Fund’s average daily net assets through February 10, 2026. This waiver may not be terminated without the approval of the Trust’s Board of Trustees (the “Board”). This waiver should not be construed to be a permanent reduction of the management fees of the Adviser. The Adviser has waived its right to receive reimbursement of the portion of its management fees waived pursuant to this management fee waiver agreement.
Under the Investment Advisory Agreement, the Adviser has agreed to pay all expenses of the Fund except for interest charges on any borrowings, 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, and the unified management fee payable to the Adviser (collectively, the “Excluded Expenses”).
The Advisory Agreement continues in effect for an initial two year period, and from year to year thereafter only if such continuance is specifically approved at least annually by the Board or by vote of a majority of the Fund’s outstanding voting securities and by a majority of the Independent Trustees, who are not parties to the Advisory Agreement or interested persons of any such party, in each case cast in person at a meeting called for the purpose of voting on the Advisory Agreement. The Advisory Agreement is terminable without penalty by the Trust on behalf of a Fund on not more than 60 days’, nor less than 30 days’, written notice to the Adviser when authorized either by a majority vote of the Fund’s shareholders or by a vote of a majority of the Trustees, or by the Adviser on not more than 60 days’ written notice to the Trust, and will automatically terminate in the event of its “assignment” (as defined in the 1940 Act). The Advisory Agreement provides that the Adviser shall not be liable under such agreement for any error of judgment or mistake of law or for any loss arising out of any investment or for any act or omission in the execution of portfolio transactions for the Fund, except for willful misfeasance, bad faith or gross negligence in the performance of its duties, or by reason of reckless disregard of its obligations and duties thereunder.
U.S. Bancorp Fund Services, LLC, doing business as U.S. Bank Global Fund Services (“Fund Services” or “Administrator”) acts as the Fund’s Administrator, transfer agent, and fund accountant. U.S. Bank N.A. (the “Custodian”) serves as the custodian to the Fund. The Custodian is an affiliate of the Administrator. The Administrator performs various administrative and accounting services for the Fund. The Administrator prepares various federal and state regulatory filings, reports and returns for the Fund; prepares reports and materials to be supplied to the Board; monitors the activities of the Fund’s custodian; coordinates the payment of the Fund’s expenses and reviews the Fund’s expense accruals. The officers of the Trust, including the Chief Compliance Officer, are employees of the Administrator. A trustee of the Trust is an officer of the Administrator. As compensation for its services, the Administrator is entitled
8

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Elm Market Navigator ETF
NOTES TO THE FINANCIAL STATEMENTS
September 30, 2025(Continued)
to a monthly fee at an annual rate based upon the average daily net assets of the Fund, subject to annual minimums. The Adviser has agreed to pay all expenses of the Fund’s Administrator, transfer agent, fund accountant and custodian in accordance with the Investment Advisory Agreement.
Quasar Distributors, LLC is the Fund’s distributor (the “Distributor”). The Distributor is not affiliated with the Adviser, Fund Services, or its affiliated companies.
4. TAX FOOTNOTE
Federal Income Taxes – The Fund intends to comply with the requirements of Subchapter M of the Internal Revenue Code of 1986, as amended, necessary to qualify as a regulated investment company and distributes substantially all net taxable investment income and net realized gains to shareholders in a manner which results in no tax cost to the Fund. Therefore, no federal income or excise tax provision is required. As of, and during the period ended September 30, 2025, the Fund did not have any tax positions that did not meet the “more-likely-than-not” threshold of being sustained by the applicable tax authority and did not have liabilities for any unrecognized tax benefits. 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. The Fund is subject to examination by taxing authorities for the tax periods since the commencement of operations.
At September 30, 2025, the components of distributable earnings on a tax basis were as follows:
Tax cost of investments*
$452,212,696
Gross tax unrealized appreciation.
49,910,046
Gross tax unrealized depreciation.
(1,438,897)
Net tax unrealized appreciation (depreciation).
48,471,149
Undistributed ordinary income.
7,670,011
Undistributed long-term capital gains.
Other accumulated loss .
(4,212,223)
Total distributable earnings.
$51,928,937
*
Represents cost for federal income tax purposes and differs from cost for financial reporting due to wash sales.
As of September 30, 2025, the Fund had $4,207,826 in short-term capital loss carryovers which will be permitted to be carried over for an unlimited period. A regulated investment company may elect for any taxable year to treat any portion of any qualified late year loss as arising on the first day of the next taxable year. Qualified late year losses are certain capital, and ordinary losses which occur during the portion of the Fund’s taxable year subsequent to October 31 and December 31, respectively. For the taxable period ended September 30, 2025, the Fund did not defer, on a tax basis, any qualified late year losses.
Distributions to Shareholders – The Fund intends to distribute all net investment income and net realized gains at least annually. Distributions to shareholders are recorded on the ex-dividend date. The treatment for financial reporting purposes of distributions made to shareholders during the year from net investment income or net realized capital gains may differ from their treatment for federal income tax purposes. These differences are caused primarily by differences in the timing of the recognition of certain components of income, expense or realized capital gain for federal income tax purposes. Where such differences are permanent in nature, GAAP requires that they be reclassified in the components of the net assets based on their ultimate characterization for federal income tax purposes. Any such reclassifications will have no effect on net assets, results of operations or net asset values per share of the Fund.
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Elm Market Navigator ETF
NOTES TO THE FINANCIAL STATEMENTS
September 30, 2025(Continued)
For the period ended September 30, 2025, the following table shows the reclassifications made due to redemptions in-kind.
Distributable
Earnings
Paid-in
Capital
$(86,504,189)
$86,504,189
There were no distributions made by the Fund during the period ended September 30, 2025.
5. DISTRIBUTION FEES
The Board has adopted a Distribution and Service Plan pursuant to Rule 12b-1 under the 1940 Act (the “Plan”). In accordance with the Plan, the Fund is authorized to pay an amount up to 0.25% of the Fund’s average daily net assets each year for certain distribution-related activities. As authorized by the Board, 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, they will be paid out of the Fund’s assets. The Adviser and its affiliates may, out of their own resources, pay amounts to third parties for distribution or marketing services on behalf of the Fund.
6. SHARE TRANSACTIONS
Shares of the Fund are listed and trade on the New York Stock Exchange. 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 blocks of 25,000 shares called “Creation Units.” Creation Units are issued and redeemed principally for cash, but may also be issued and redeemed in kind for securities held by or eligible to be held by the Fund. 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 certain financial institutions (“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 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.
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 creation order costs associated with the order, or another party, such as the Adviser, has agreed to pay such fee. In addition, a variable fee, payable to the Fund, may be charged on all cash transactions or substitutes for Creation Units of up to a maximum of 2% as a percentage of the value of the Creation Units subject to the transaction. Variable fees received by the Fund, if any, are displayed in the Capital Shares Transactions section of the Statements 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.
7. INVESTMENT TRANSACTIONS
The aggregate purchases and sales (excluding short-term investments), creations in-kind, and redemptions in-kind by the Fund for the period ended September 30, 2025, were as follows:
 
Purchases
Sales
Creations In-Kind
Redemptions In-Kind
U.S. Government Securities
$
$​21,946,088
$​92,638,427
$
Other Securities
$492,897,909
$391,986,773
$570,839,502
$231,420,508
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Elm Market Navigator ETF
NOTES TO THE FINANCIAL STATEMENTS
September 30, 2025(Continued)
8. IN-KIND CONTRIBUTIONS
For the reorganization that occurred on February 10, 2025, the Fund received an in-kind contribution from the Predecessor Fund, which consisted of $129,408 of cash and $362,208,257 of securities which were recorded at their fair value. However, as the transaction was determined to be a non-taxable transaction by management, the Fund elected to retain the original cost basis of securities for book and tax purposes to align its ongoing reporting. The cost of securities contributed to the Fund on February 10, 2025, was $263,005,669, resulting in $99,202,588 of net unrealized appreciation of investments. As a result of the in-kind contribution, the Fund issued 14,500,000 shares at a per share net asset value of $24.99.
9. SECURITIES LENDING
Following the terms of a securities lending agreement with the Fund’s Custodian, the Fund may lend securities from its portfolio to brokers, dealers and financial institutions in order to increase the return on its portfolio, primarily through the receipt of borrowing fees and earnings on invested collateral. Any such loan must be initially secured by collateral in cash or cash equivalents maintained on a current basis in an amount at least equal to 105% of the value of the loaned securities that are foreign securities or 102% of the value of any other loaned securities. Loaned securities and collateral shall be marked to market daily and the margin restored in the event the collateralization is below 100% of the value of the securities loaned. During the time securities are on loan, the borrower will pay the applicable Fund any accrued income on those securities, and the Fund may invest the cash collateral and earn income or receive an agreed-upon fee from a borrower that has delivered cash-equivalent collateral. In determining whether or not to lend a security to a particular broker, dealer or financial institution, the Adviser considers all relevant facts and circumstances, including the size, creditworthiness and reputation of the broker, relevant facts dealer or financial institution. Securities lending involves the risk of a default or insolvency of the borrower. In either of these cases, a Fund could experience delays in recovering securities or collateral or could lose all or part of the value of the loaned securities. A Fund also could lose money in the event of a decline in the value of the collateral provided for loaned securities. Additionally, the loaned portfolio securities may not be available to a Fund on a timely basis and that Fund may therefore lose the opportunity to sell the securities at a desirable price. Any decline in the value of a security that occurs while the security is out on loan would continue to be borne by the applicable Fund. As of September 30, 2025, the Fund had securities on loan with a value of $26,610,648 and collateral value of $27,137,119.
The Fund receives cash as collateral in return for securities lent as part of the securities lending program. The collateral is invested in the First American Government Obligations Fund of which the investment objective is to seek to maximize current income to the extent with the preservation of capital and liquidity and maintain a stable NAV of $1.00 per unit. The remaining contractual maturity of all securities lending transactions is overnight and continuous. The Fund manages credit exposure arising from these lending transactions by, in appropriate circumstances, entering into master netting agreements and collateral agreements with third party borrowers that provide the Fund, in the event of default (such as bankruptcy or a borrower’s failure to pay or perform), the right to net a third party borrower’s rights and obligations under such agreement and liquidate and set off collateral against the net amount owed by the counterparty. The net income earned by the Fund on investments of cash collateral received from borrowers for the securities loaned to it are reflected in the Fund’s Statement of Operations. Securities lending income, as disclosed in the Fund’s Statement of Operations, represents the income earned from the investment of cash collateral, net of fee rebates paid to the borrower and net of fees paid to the Custodian as lending agent. 
10. ACCOUNTING PRONOUNCEMENT
Management has evaluated the impact of adopting ASU 2023-07, Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures with respect to the financial statements and disclosures and determined there is no material impact for the Fund. The Fund operates as a single segment entity. The Fund’s income, expenses, assets, and performance are regularly monitored and assessed by the Adviser’s Founder and Chief Investment Officer, Chief Executive Officer and Chief Compliance Officer, and Chief Revenue Officer, each who serve on the chief operating decision maker committee, using the information presented in the financial statements and financial highlights.
11. SUBSEQUENT EVENTS
Management has evaluated events and transactions for potential recognition or disclosure through the date the financial statements were issued and has determined that no items require recognition or disclosure.
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ELM MARKET NAVIGATOR ETF
Report of Independent Registered Public Accounting Firm
To the Shareholders of Elm Market Navigator ETF and
Board of Trustees of Series Portfolios Trust
Opinion on the Financial Statements
We have audited the accompanying statement of assets and liabilities, including the schedule of investments, of Elm Market Navigator ETF (the “Fund”), a series of Series Portfolios Trust, as of September 30, 2025, the related statements of operations, changes in net assets, and the financial highlights for the period February 10, 2025 (commencement of operations) through September 30, 2025, and 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 September 30, 2025, the results of its operations, changes in net assets, and the financial highlights for the period then ended, 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 September 30, 2025, by correspondence with the custodian. 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 Fund’s auditor since 2025.


COHEN & COMPANY, LTD.
Milwaukee, Wisconsin
November 26, 2025
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ELM MARKET NAVIGATOR ETF
Additional Information
September 30, 2025 (Unaudited)
AVAILABILITY OF FUND PORTFOLIO INFORMATION
The Fund files complete schedules of portfolio holdings with the SEC for the first and third quarters of each fiscal year on Part F of Form N-PORT, which is available on the SEC’s website at https://www.sec.gov/. The Fund’s Part F of Form N-PORT may be reviewed and copied at the SEC’s Public Reference Room in Washington, D.C. For information on the Public Reference Room call 1-800-SEC-0330. In addition, the Fund’s Part F of Form N-PORT is available without charge upon request by calling 1-800-617-0004.
AVAILABILITY OF PROXY VOTING INFORMATION
A description of the Fund’s Proxy Voting Policies and Procedures is available without charge, upon request, by calling 1-800-617-0004. Information regarding how the Fund voted proxies relating to portfolio securities during the most recent period ended June 30, is available (1) without charge, upon request, by calling 1-800-617-0004, or on the SEC’s website at https://www.sec.gov/.
FREQUENCY DISTRIBUTION OF PREMIUMS AND DISCOUNTS
Information regarding how often shares of the Fund trade on the exchange at a price above (i.e. at a premium) or below (i.e. at a discount) the NAV of the Fund is available, without charge on the Fund’s website at https://www.elmfunds.com/elm-market-navigator-etf.
QUALIFIED DIVIDEND INCOME/DIVIDENDS RECEIVED DEDUCTION
For the period ended September 30, 2025, there were no distributions paid by the Fund.
ADDITIONAL REQUIRED DISCLOSURE FROM FORM N-CSR
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.
Proxy Disclosure for Open-End Investment Companies.
There were no matters submitted to a vote of shareholders during the period covered by this report.
Remuneration Paid to Directors, Officers, and Others of Open-End Investment Companies.
Trustee compensation is paid for by the Adviser pursuant to its Investment Advisory Agreement with the Fund. Additional information related to Trustee compensation is available in the Fund’s Statement of Additional Information.
Statement Regarding Basis for Approval of Investment Advisory Contract.
Not Applicable.
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Investment Adviser
Elm Partners Management LLC
50 South 16th Street, Suite 1700
Philadelphia, PA 19102
Distributor
Quasar Distributors, LLC
190 Middle Street, Suite 301
Portland, ME 04101
Custodian
U.S. Bank N.A.
1555 North Rivercenter Drive, Suite 302
Milwaukee, WI 53212
Administrator, Fund Accountant
and Transfer Agent
U.S. Bancorp Fund Services, LLC
615 East Michigan Street
Milwaukee, WI 53202
Independent Registered Public Accounting Firm
Cohen & Company, Ltd.
342 North Water Street, Suite 830
Milwaukee, WI 53202
Legal Counsel
Thompson Hine, LLP
41 South High Street, Fl 17
Columbus, OH 43215
 

 

(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 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.

 

All fund expenses, including Trustee compensation, are paid by the Investment Adviser pursuant to the Investment Advisory Agreement. Additional information related to those fees is available in the Fund’s Statement of Additional Information.

 

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.

 

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 (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 of the registrant as required by Rule 30a-2(a). 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 to open-end investment companies.

 

(5) Change in the registrant’s independent public accountant. Not applicable to open-end investment companies and ETFs.

 

(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)   Series Portfolios Trust  

 

  By (Signature and Title) /s/ Ryan L. Roell  
    Ryan L. Roell, Principal Executive Officer  

 

  Date 12/1/2025  

 

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/ Ryan L. Roell  
    Ryan L. Roell, Principal Executive Officer  

 

  Date 12/1/2025  

 

  By (Signature and Title) /s/ Douglas Schafer  
    Douglas Schafer, Principal Financial Officer  

 

  Date 12/1/2025  

 

 

EX.99.CODE ETH

 

SERIES PORTFOLIOS 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 Series Portfolios 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:

 

I.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.

 

II.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 Securities and Exchange Commission 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 with industry peers and associates; and shall maintain control over and responsibly manage assets and resources employed or entrusted to them by the Trust.

 

III.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.

 

IV.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.

 

V.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 of 1940.

 

Adopted: September 15, 2015

 

ACKNOWLEDGED AND AGREED:

I have read, and I understand the terms of, this Code of Ethics.

 

By:    
     
Name:    
     
Title:    

 

Title with Trust    

 

Date:    
 

EX.99.CERT

 

CERTIFICATIONS

 

I, Ryan L. Roell certify that:

 

1.I have reviewed this report on Form N-CSR of Series Portfolios 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 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 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: 12/1/2025   /s/ Ryan L. Roell
      Ryan L. Roell
      Principal Executive Officer
 

 

CERTIFICATIONS

 

I, Douglas Schafer, certify that:

 

1.I have reviewed this report on Form N-CSR of Series Portfolios 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 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 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: 12/1/2025   /s/ Douglas Schafer
      Douglas Schafer
      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 Series Portfolios Trust, does hereby certify, to such officer’s knowledge, that the report on Form N-CSR of the Series Portfolios Trust for the period ended September 30, 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 Series Portfolios Trust for the stated period.

 

 

/s/ Ryan L. Roell   /s/ Douglas Schafer
Ryan L. Roell   Douglas Schafer
Principal Executive Officer, Series Portfolios Trust   Principal Financial Officer, Series Portfolios Trust
     

 

Dated: 12/1/2025   Dated: 12/1/2025

 

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 Series Portfolios Trust for purposes of Section 18 of the Securities Exchange Act of 1934.