Alpha Architect ETF Trust

10/04/2024 | Press release | Distributed by Public on 10/04/2024 14:40

Annual Report by Investment Company Form N CSR

ck0001592900-20240731
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 811-22961
EA Series Trust
(Exact name of registrant as specified in charter)
19 E. Eagle Road
Havertown, PA 19083
(Address of principal executive offices) (Zip code)
19 E. Eagle Road
Havertown, PA 19083
(Name and address of agent for service)
215-882-9983
Registrant's telephone number, including area code
Date of fiscal year end: July 31, 2024
Date of reporting period: July 31, 2024
Item 1. Report to Stockholders.
(a)
Bushido Capital US Equity ETF
Ticker: SMRI
Listed on: The Nasdaq Stock Market LLC
July 31, 2024
Annual Shareholder Report
www.bushidoetf.com
This annual shareholder report contains important information about the Bushido Capital US Equity ETF (the "Fund") for the period of September 13, 2023 to July 31, 2024 (the "Period"). You can find additional information about the Fund at www.bushidoetf.com. You can also request this information by contacting us at (215) 882-9983.
WHAT WERE THE FUND COSTS FOR THE PERIOD?
(based on a hypothetical $10,000 investment)
COST OF $10,000 INVESTMENT
COST PAID AS A PERCENTAGE OF $10,000 INVESTMENT
$69 0.71%
PERFORMANCE OF A HYPOTHETICAL $10,000 INVESTMENT
CUMULATIVE TOTAL RETURNS
Since Inception (9/13/2023)
Bushido Capital U.S. Equity ETF - NAV 19.99%
Bushido Capital U.S. Equity ETF - Market 20.08%
Solactive GBS United States 1000 Index 24.38%
S&P 500 Value Index 20.65%
The Solactive GBS United States 1000 Index is provided as a broad measure of market performance. The S&P 500 Value Index is provided as a measure of the Fund's investment strategy and universe.
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.Visit www.bushidoetf.com for more recent performance information.
WHAT FACTORS INFLUENCED PERFORMANCE FOR THE PERIOD?
During the Period, the Fund returned 19.99% (NAV), slightly trailing the S&P 500 Value Index, which returned 20.65%, and underperforming the Solactive GBS United States 1000 Index, which returned 24.38%. The Fund benefited from overall strength in the U.S. equity market, while falling behind the broad-based benchmark as it continued to adhere to its disciplined, systematic investment process that is anchored by valuation analysis.
During the Period, the Fund maintained exposure to cheaper-valued companies as shown in forward price-to-earnings ratios, price-to-sales ratios, and price-to-free cash flow ratios that have been consistently lower than the broader market. This strategy underperformed during the Period as the market saw a continued trend of strength in growth companies. The Fund's underweight to the financials sector was a headwind during the Period, which saw the banking sector outperform the broader market. We remain cautious on the space broadly, but are willing to commit capital to a select few names in the space at much cheaper valuation levels than current prices offer. Over the Period, the Fund had a consistent underweight to large-cap U.S. technology stocks that led gains for the broader equity market during the period. The Fund maintained an outsized exposure to the energy sector relative to its benchmark during the Period. Oil prices were volatile during the Period and ended the Period below their levels of 12 months ago, contributing to the Fund's underperformance.
Annual Shareholder Report: July 31, 2024
The Fund is distributed by Quasar Distributors, LLC.
Bushido Capital US Equity ETF
Ticker: SMRI
Listed on: The Nasdaq Stock Market LLC
July 31, 2024
Annual Shareholder Report
www.bushidoetf.com
KEY FUND STATISTICS (as of Period End)
Net Assets
$357,034,962 Portfolio Turnover Rate* 152%
# of Portfolio Holdings 51 Advisory Fees Paid $1,889,891
*Excludes impact of in-kind transactions.
SECTOR WEIGHTING
(as a % of Net Assets)
Health Care 22.7%
Consumer Discretionary 19.1%
Industrials 16.1%
Energy 16.1%
Information Technology 11.8%
Communication Services 6.2%
Financials 2.1%
Materials 2.0%
Utilities 1.9%
Consumer Staples 1.8%
Cash & Cash Equivalents 0.2%
TOP 10 HOLDINGS
(as a % of Net Assets)
Centene Corp. 2.3%
Molina Healthcare, Inc. 2.3%
Valero Energy Corp. 2.1%
Lockheed Martin Corp. 2.1%
PayPal Holdings, Inc. 2.1%
Marathon Petroleum Corp. 2.1%
SS&C Technologies Holdings, Inc. 2.1%
Gilead Sciences, Inc. 2.1%
Comcast Corp. - Class A 2.1%
Electronic Arts, Inc. 2.1%
Availability of Additional Information
For additional information about the Fund, including its prospectus, financial information, holdings, and proxy information, visit www.bushidoetf.com. You can also request information by calling (215) 882-9983.
Householding
Householding is an option available to certain investors of the Fund. Householding is a method of delivery, based on the preference of the individual investor, in which a single copy of certain shareholder documents can be delivered to investors who share the same address, even if their accounts are registered under different names. Householding for the Fund is available through certain broker-dealers. If you are interested in enrolling in householding and receiving a single copy of prospectuses and other shareholder documents or you are currently enrolled in householding and wish to change your householding status, please contact your broker-dealer.
Annual Shareholder Report: July 31, 2024
The Fund is distributed by Quasar Distributors, LLC.
(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 amendments to its code of ethics during the year covered by this report. The registrant has not granted any waivers from any provisions of the code of ethics during the year covered by this report.
A copy of the registrant's Code of Ethics is incorporated by reference.
Item 3. Audit Committee Financial Expert.
The registrant's Board of Trustees of the Trust has determined that there is at least one audit committee financial expert serving on its audit committee. Dr. Michael Pagano is an "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 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 for tax compliance, tax advice, and tax planning, including review of the registrant's tax returns and calculations 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 the last fiscal year for audit fees, audit-related fees, tax fees and other fees by the principal accountant.
FYE
7/31/2024
(a) Audit Fees $7,250
(b) Audit-Related Fees N/A
(c) Tax Fees $1,750
(d) All Other Fees 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) None of the fees billed by any Fund's principal accountant were applicable to non-audit services pursuant to a waiver of the pre-approval requirement.
(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) None of the fees billed by any Fund's principal accountant were applicable to non-audit services billed or expected to be billed to any Fund's investment adviser.
(h) The audit committee of the board of trustees/directors has considered whether the provision of non-audit services that were rendered to the registrant's investment adviser is compatible with maintaining the principal accountant's independence and has concluded that the provision of such non-audit services by the accountant has not compromised the accountant's independence.
(i) The registrant has not been identified by the U.S. Securities and Exchange Commission as having filed an annual report issued by a registered public accounting firm branch or office that is located in a foreign jurisdiction where the Public Company Accounting Oversight Board is unable to inspect or completely investigate because of a position taken by an authority in that jurisdiction..
(j) The registrant is not a foreign issuer.
Item 5. Audit Committee of Listed Registrants.
(a) The registrant is an issuer as defined in Rule 10A-3 under the Securities Exchange Act of 1934, (the "Act") and has a separately-designated standing audit committee established in accordance with Section 3(a)(58)(A) of the Act. The independent members of the committee are as follows: Daniel Dorn, Chukwuemeka (Emeka) Oguh, and Michael Pagano.
(b) Not applicable.
Item 6. Investments.
(a)
BUSHIDO CAPITAL US EQUITY ETF
SCHEDULE OF INVESTMENTS
July 31, 2024
COMMON STOCKS - 99.8% Shares Value
Aerospace & Defense - 2.1%
Lockheed Martin Corp. 14,043 $ 7,610,183
Agricultural Products & Services - 1.8%
Bunge Global SA 62,464 6,573,087
Application Software - 3.9%
Salesforce, Inc. 27,189 7,036,513
Zoom Video Communications, Inc. - Class A (a)
116,182 7,017,393
14,053,906
Automobile Manufacturers - 1.9%
General Motors Co. 150,881 6,687,046
Biotechnology - 7.8%
Amgen, Inc. 20,887 6,944,301
Gilead Sciences, Inc. 97,493 7,415,318
Incyte Corp. (a)
105,718 6,879,070
United Therapeutics Corp. (a)
20,807 6,518,625
27,757,314
Broadcasting - 2.0%
Fox Corp. - Class A 188,239 7,160,612
Building Products - 4.0%
Builders FirstSource, Inc. (a)
42,565 7,124,104
Owens Corning 38,782 7,228,189
14,352,293
Cable & Satellite - 2.1%
Comcast Corp. - Class A 179,162 7,394,016
Communications Equipment - 2.0%
Juniper Networks, Inc. 186,546 7,030,919
Construction Machinery & Heavy Transportation Equipment - 2.0%
PACCAR, Inc. 71,778 7,081,617
Data Processing & Outsourced Services - 2.1%
SS&C Technologies Holdings, Inc. 102,309 7,463,441
The accompanying notes are an integral part of these financial statements.
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BUSHIDO CAPITAL US EQUITY ETF
SCHEDULE OF INVESTMENTS (CONTINUED)
July 31, 2024
COMMON STOCKS - 99.8% (CONTINUED) Shares Value
Distributors - 1.8%
LKQ Corp. 153,463 $ 6,368,714
Electric Utilities - 1.9%
NRG Energy, Inc. 90,104 6,773,118
Electronic Manufacturing Services - 2.0%
Jabil, Inc. 61,852 6,968,865
Health Care Distributors - 4.1%
Cardinal Health, Inc. 72,731 7,333,467
McKesson Corp. 11,871 7,324,644
14,658,111
Health Care Services - 4.1%
Cigna Group 20,661 7,203,871
CVS Health Corp. 120,482 7,268,679
14,472,550
Home Improvement Retail - 2.0%
Lowe's Cos., Inc. 29,062 7,135,012
Homebuilding - 5.9%
DR Horton, Inc. 39,203 7,053,795
Lennar Corp. - Class A 40,060 7,087,816
NVR, Inc. (a)
806 6,937,629
21,079,240
Homefurnishing Retail - 1.9%
Williams-Sonoma, Inc. 44,932 6,950,082
Hotels, Resorts & Cruise Lines - 5.6%
Airbnb, Inc. - Class A (a)
46,866 6,540,619
Booking Holdings, Inc. 1,774 6,590,428
Expedia Group, Inc. (a)
52,313 6,678,800
19,809,847
Human Resource & Employment Services - 2.0%
Paychex, Inc. 56,481 7,230,698
Industrial Machinery & Supplies & Components - 2.0%
Snap-on, Inc. 25,336 7,272,192
Integrated Oil & Gas - 2.0%
Exxon Mobil Corp. 61,336 7,273,836
The accompanying notes are an integral part of these financial statements.
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BUSHIDO CAPITAL US EQUITY ETF
SCHEDULE OF INVESTMENTS (CONTINUED)
July 31, 2024
COMMON STOCKS - 99.8% (CONTINUED) Shares Value
Interactive Home Entertainment - 2.1%
Electronic Arts, Inc. 48,976 $ 7,392,437
Managed Health Care - 6.7%
Centene Corp. (a)
108,018 8,308,745
Elevance Health, Inc. 13,794 7,338,822
Molina Healthcare, Inc. (a)
24,205 8,260,440
23,908,007
Oil & Gas Exploration & Production - 9.9%
ConocoPhillips 62,845 6,988,364
Devon Energy Corp. 151,281 7,114,746
Diamondback Energy, Inc. 34,885 7,057,584
EOG Resources, Inc. 55,568 7,046,022
Marathon Oil Corp. 250,093 7,015,109
35,221,825
Oil & Gas Refining & Marketing - 4.2%
Marathon Petroleum Corp. 42,311 7,489,893
Valero Energy Corp. 47,379 7,662,132
15,152,025
Passenger Airlines - 1.9%
Delta Air Lines, Inc. 158,993 6,839,879
Steel - 2.0%
Reliance, Inc. 23,189 7,062,442
Systems Software - 2.0%
Gen Digital, Inc. 272,931 7,093,477
Technology Hardware, Storage & Peripherals - 1.9%
NetApp, Inc. 53,877 6,841,301
Transaction & Payment Processing Services - 2.1%
PayPal Holdings, Inc. (a)
115,457 7,594,761
TOTAL COMMON STOCKS(Cost $329,892,669)
356,262,853
SHORT-TERM INVESTMENTS - 0.2%
Money Market Funds - 0.2%
First American Government Obligations Fund - Class X, 5.23% (b)
765,094 765,094
TOTAL SHORT-TERM INVESTMENTS(Cost $765,094)
765,094
TOTAL INVESTMENTS - 100.0% (Cost $330,657,763)
$ 357,027,947
Other Assets in Excess of Liabilities - 0.0% (c)
7,015
TOTAL NET ASSETS - 100.0% $ 357,034,962
The accompanying notes are an integral part of these financial statements.
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BUSHIDO CAPITAL US EQUITY ETF
SCHEDULE OF INVESTMENTS (CONTINUED)
July 31, 2024
Percentages are stated as a percent of net assets.
SA - Sociedad Anónima
(a) Non-income producing security.
(b) The rate shown represents the 7-day effective yield as of July 31, 2024.
(c) Represents less than 0.05% of net assets.
The Global Industry Classification Standard (GICS®) was developed by and/or is the exclusive property of MSCI, Inc. and Standard & Poor's Financial Services LLC ("S&P"). GICS is a service mark of MSCI, Inc. and S&P and has been licensed for use by U.S. Bank Global Fund Services.
(b) Not applicable
The accompanying notes are an integral part of these financial statements.
4
BUSHIDO CAPITAL US EQUITY ETF
Item 7. Financial Statements and Financial Highlights for Open-End Management Investment
Companies.
STATEMENT OF ASSETS AND LIABILITIES
July 31, 2024
Assets:
Investments in securities, at value (See Note 2) $ 357,027,947
Dividends and interest receivable 214,259
Securities lending income receivable (See Note 5) 6
Total assets 357,242,212
Liabilities:
Accrued investment advisory fees (See Note 4) 207,250
Total liabilities 207,250
Net Assets $ 357,034,962
Net Assets Consist of:
Paid-in capital $ 333,828,934
Total distributable earnings (accumulated deficit) 23,206,028
Net Assets: $ 357,034,962
Calculation of Net Asset Value Per Share:
Net Assets $ 357,034,962
Shares Outstanding (unlimited shares of beneficial interest authorized, no par value) 11,955,000
Net Asset Value per Share $ 29.86
Cost of Investments in Securities $ 330,657,763
The accompanying notes are an integral part of these financial statements.
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BUSHIDO CAPITAL US EQUITY ETF
STATEMENT OF OPERATIONS
For the Period Ended July 31, 2024(1)
Investment Income:
Dividend income $ 5,367,257
Interest income 35,491
Securities lending income, net (See Note 5) 434
Total investment income 5,403,182
Expenses:
Investment advisory fees (See Note 4) 1,889,891
Net expenses 1,889,891
Net Investment Income (Loss) 3,513,291
Realized and Unrealized Gain (Loss) on Investments:
Net realized gain (loss) on:
Investments 91,679,213
91,679,213
Net change in unrealized appreciation (depreciation) on:
Investments 26,370,184
26,370,184
Net realized and unrealized gain (loss) on investments: 118,049,397
Net Increase (Decrease) in Net Assets Resulting from Operations $ 121,562,688
(1) The Fund commenced operations on September 13, 2023.
The accompanying notes are an integral part of these financial statements.
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BUSHIDO CAPITAL US EQUITY ETF
STATEMENT OF CHANGES IN NET ASSETS
For the Period Ended July 31, 2024(1)
Increase (Decrease) in Net Assets from:
Operations:
Net investment income (loss) $ 3,513,291
Net realized gain (loss) on investments and foreign currency 91,679,213
Net change in unrealized appreciation (depreciation) on investments 26,370,184
Net increase (decrease) in net assets resulting from operations 121,562,688
Distributions to Shareholders:
Distributable earnings (1,288,222)
Total distributions to shareholders (1,288,222)
Capital Share Transactions:
Proceeds from shares sold 623,301,924
Payments for shares redeemed (386,541,428)
Net increase (decrease) in net assets derived from net change in capital share transactions 236,760,496
Net Increase (Decrease) in Net Assets 357,034,962
Net Assets:
Beginning of period -
End of period $ 357,034,962
Changes in Shares Outstanding:
Shares outstanding, beginning of period -
Shares sold 26,635,000
Shares repurchased (14,680,000)
Shares outstanding, end of period 11,955,000
(1) The Fund commenced operations on September 13, 2023.
The accompanying notes are an integral part of these financial statements.
3
BUSHIDO CAPITAL US EQUITY ETF
FINANCIAL HIGHLIGHTS
Net Asset Value, Beginning of Period
Net Investment Income (Loss)(1)
Net Realized and Unrealized Gain (Loss) on Investments Net Increase (Decrease) in Net Asset Value Resulting from Operations Distributions from Net Investment Income Total Distributions Net Asset Value, End of Period
Total Return(2)
Net Assets, End of Period (000's)
Net Expenses(3)(4)
Net Investment Income (Loss)(3)
Portfolio Turnover Rate(5)
For the Period September 13, 2023(6)to July 31, 2024
$25.00 0.31 4.67 4.98 (0.12) (0.12) $29.86 19.99% $357,035 0.71% 1.32% 152%
(1) Net investment income per share represents net investment income divided by the daily average shares of beneficial interest outstanding throughout the period.
(2) All returns reflect reinvested dividends, if any, but do not reflect the impact of taxes. Total return for a period of less than one year is not annualized.
(3) For periods of less than one year, these ratios are annualized.
(4) Net expenses include effects of any reimbursement or recoupment.
(5) Portfolio turnover is not annualized and is calculated without regard to short-term securities having a maturity of less than one year. Excludes the impact of in-kind transactions.
(6) Commencement of operations.
The accompanying notes are an integral part of these financial statements.
4
BUSHIDO CAPITAL US EQUITY ETF
NOTES TO THE FINANCIAL STATEMENTS
July 31, 2024
NOTE 1 - ORGANIZATION
Bushido Capital US Equity ETF (the "Fund") is a series of the EA Series Trust (the "Trust"), which was organized as a Delaware statutory trust on October 11, 2013. The Trust is registered with the Securities and Exchange Commission ("SEC") under the Investment Company Act of 1940, as amended (the "1940 Act"), as an open-end management investment company and the offering of the Fund's shares ("Shares") is registered under the Securities Act of 1933, as amended (the "Securities Act"). The Fund is considered to be diversified. The Fund commenced operations on September 13, 2023. The Fund qualifies as an investment company as defined in the Financial Accounting Standards Codification Topic 946-Financial Services- Investment Companies. The Fund's investment objective is to seek long-term capital appreciation.
As part of the Fund's commencement of operations on September 13, 2023, the Fund received an in-kind contribution from accounts managed by the Sub-Adviser, which consisted of $223,648,154 of securities which were recorded at their current value to align the Fund's performance with ongoing financial reporting. However, as the transaction was determined to be a non-taxable transaction by management, the Fund elected to retain the securities' original cost basis for tax purposes. The cost of the contributed securities as of September 13, 2023, was $159,575,574, resulting in net unrealized appreciation on investments of $64,072,580 as of that date. As a result of the in-kind contribution, the Fund issued 8,945,000 shares at a $25.00 per share net asset value.
Shares of the Fund are listed and traded on The Nasdaq Stock Market, LLC (the "Exchange"). Market prices for the shares may be different from their net asset value ("NAV"). The Fund issues and redeems shares on a continuous basis at NAV only in blocks of 10,000 shares, called "Creation Units." Creation Units are issued and redeemed principally in-kind for securities included in a specified universe. Once created, shares generally trade in the secondary market at market prices that change throughout the day in share amounts less than a Creation Unit. Except when aggregated in Creation Units, shares are not redeemable securities of the Fund. Shares of the Fund may only be purchased or redeemed by certain financial institutions ("Authorized Participants"). An Authorized Participant is a participant of a clearing agency registered with the SEC, which has a written agreement with the Trust or one of its service providers that allows the authorized participant to place orders for the purchase and redemption of creation units. Most retail investors do not qualify as An Authorized Participant is a participant of a clearing agency registered with the SEC, which has a written agreement with the Trust or one of its service providers that allows the authorized participant to place orders for the purchase and redemption of creation units. Most retail investors do not qualify as Authorized Participants nor have the resources to buy and sell whole Creation Units. Therefore, they are unable to purchase or redeem the shares directly from a 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.
Authorized Participants may be required to pay a transaction fee to compensate the Trust or its custodian for costs incurred in connection with creation and redemption transactions. Certain transactions consisting all or partially of cash may also be subject to a variable charge, which is payable to the relevant Fund, of up to 2.00% of the value of the order in addition to the transaction fee. A Fund may determine to waive the variable charge on certain orders when such waiver is determined to be in the best interests of Fund shareholders. Transaction fees received by a Fund, if any, are displayed in the Capital Share Transactions sections of the Statements of Changes in Net Assets.
NOTE 2 - SIGNIFICANT ACCOUNTING POLICIES
The following is a summary of significant accounting policies consistently followed by the Fund. These policies are in conformity with accounting principles generally accepted in the United States of America ("GAAP").
A.Security Valuation.Equity securities that are traded on a national securities exchange, except those listed on the NASDAQ Global Market® ("NASDAQ") are valued at the last reported sale price on the exchange on which the security is principally traded. Securities traded on NASDAQ will be valued at the NASDAQ Official Closing Price ("NOCP"). If, on a particular day, an exchange-traded or NASDAQ security does not trade, then the most recent quoted bid for exchange-traded or the mean between the most recent quoted bid and ask price for NASDAQ securities will be used. Equity securities that are not traded on a listed exchange are generally valued at the last sale price in the over-the-counter market. If a non-exchange traded security does not trade on a particular day, then the mean between the last quoted closing bid and asked price will be used. Prices denominated in foreign currencies are
5
BUSHIDO CAPITAL US EQUITY ETF
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
July 31, 2024
converted to U.S. dollar equivalents at the current exchange rate, which approximates fair value. Redeemable securities issued by open-end investment companies are valued at the investment company's applicable net asset value, with the exception of exchange-traded open-end investment companies which are priced as equity securities.
Subject to its oversight, the Trust's Board of Trustees (the "Board") has delegated primary responsibility for determining or causing to be determined the value of the Fund's investments to Empowered Funds, LLC dba EA Advisers (the "Adviser"), pursuant to the Trust's valuation policy and procedures, which have been adopted by the Trust and approved by the Board. In accordance with Rule 2a-5 under the 1940 Act, the Board designated the Adviser as the "valuation designee" of the Fund. If the Adviser, as valuation designee, determines that reliable market quotations are not readily available for an investment, the investment is valued at fair value as determined in good faith by the Adviser in accordance with the Trust's fair valuation policy and procedures. The Adviser will provide the Board with periodic reports, no less frequently than quarterly, that discuss the functioning of the valuation process, if applicable, and that identify issues and valuation problems that have arisen, if any. As appropriate, the Adviser and the Board will review any securities valued by the Adviser in accordance with the Trust's valuation policies during these periodic reports. The use of fair value pricing by the Fund may cause the net asset value of its shares to differ significantly from the net asset value that would be calculated without regard to such considerations. As of July 31, 2024, the Fund did not hold any securities that required fair valuation due to unobservable inputs.
As described above, the Fund may use various methods to measure the fair value of their investments on a recurring basis. GAAP establishes a hierarchy that prioritizes inputs to valuation methods. The three levels of inputs are:
Level 1 - Unadjusted quoted prices in active markets for identical assets or liabilities that the Fund has the ability to access.
Level 2 - Observable inputs other than quoted prices included in Level 1 that are observable for the asset or liability, either directly or indirectly. These inputs may include quoted prices for the identical instrument on an inactive market, prices for similar instruments, interest rates, prepayment speeds, credit risk, yield curves, default rates and similar data.
Level 3 - Unobservable inputs for the asset or liability, to the extent relevant observable inputs are not available; representing the Fund's own assumptions about the assumptions a market participant would use in valuing the asset or liability and would be based on the best information available.
The availability of observable inputs can vary from security to security and is affected by a wide variety of factors, including, for example, the type of security, whether the security is new and not yet established in the marketplace, the liquidity of markets, and other characteristics particular to the security. To the extent that valuation is based on models or inputs that are less observable or unobservable in the market, the determination of fair value requires more judgment. Accordingly, the degree of judgment exercised in determining fair value is greatest for instruments categorized in Level 3.
The inputs used to measure fair value may fall into different levels of the fair value hierarchy. In such cases, for disclosure purposes, the level in the fair value hierarchy within which the fair value measurement falls in its entirety, is determined based on the lowest level input that is significant to the fair value measurement in its entirety.
The following is a summary of the fair value classification of the Fund's investments as of July 31, 2024:
DESCRIPTION LEVEL 1 LEVEL 2 LEVEL 3 TOTAL
Assets
Common Stocks $ 356,262,853 $ - $ - $ 356,262,853
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BUSHIDO CAPITAL US EQUITY ETF
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
July 31, 2024
Money Market Funds 765,094 - - 765,094
Total Investments in Securities $ 357,027,947 $ - $ - $ 357,027,947
Refer to the Schedule of Investments for additional information.
During the fiscal period ended July 31, 2024, the Fund did not invest in any Level 3 investments and recognized no transfers to/from Level 3. Transfers between levels are recognized at the end of the reporting period.
B.Foreign Currency. Investment securities and other assets and liabilities denominated in foreign currencies are translated into U.S. dollar amounts using the spot rate of exchange at the date of valuation. Purchases and sales of investment securities and income and expense items denominated in foreign currencies are translated into U.S. dollar amounts on the respective dates of such transactions. The Fund isolates the portion of the results of operations resulting from changes in foreign exchange rates on investments from the fluctuations arising from changes in market prices of securities held. That portion of gains (losses) attributable to the changes in market prices and the portion of gains (losses) attributable to changes in foreign exchange rates are included on the "Statement of Operations" under "Net realized gain (loss) - Foreign currency" and "Change in Net Unrealized Appreciation (Depreciation) - Foreign Currency," respectively.
The Fund reports net realized foreign exchange gains or losses that arise from sales of foreign currencies, currency gains or losses realized between the trade and settlement dates on securities transactions, and the difference between the amounts of dividends, interest, and foreign withholding taxes recorded on the Fund's books and the U.S. dollar equivalent of the amounts actually received or paid. Net unrealized foreign exchange gains and losses arise from changes in the fair values of assets and liabilities, other than investments in securities at fiscal period end, resulting from changes in exchange rates.
C.Federal Income Taxes.The Fund intends to continue to comply with the requirements of subchapter M of the Internal Revenue Code of 1986, as amended, as necessary to qualify as a regulated investment company and distribute 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 tax provision is required. As of and during the fiscal period ended July 31, 2024, 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. As of and during the fiscal period ended July 31, 2024, the Fund did not have liabilities for any unrecognized tax benefits. The Fund would/will recognize interest and penalties, if any, related to unrecognized tax benefits on uncertain tax positions as income tax expense in the Statement of Operations. During the fiscal period ended July 31, 2024, the Fund did not incur any interest or penalties. The Fund is subject to examination by U.S. taxing authorities for the tax periods since the Fund's commencement of operations.
The Fund may be subject to taxes imposed on realized and unrealized gains on securities of certain foreign countries in which the Fund invests. The foreign tax expense, if any, was recorded on an accrual basis and is included in "Net realized gain (loss) on investments" and "Net increase (decrease) in unrealized appreciation or depreciation on investments" on the accompanying Statements of Operations. The amount of foreign tax owed, if any, is included in "Payable for foreign taxes" on the accompanying Statements of Assets and Liabilities and is comprised of and taxes on unrealized gains.
D.Security Transactions and Investment Income. Investment securities transactions are accounted for on the trade date. Gains and losses realized on sales of securities are determined on a specific identification basis. Dividend income is recorded on the ex-dividend date, net of any foreign taxes withheld at source. Interest income 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 tax rules and regulations.
7
BUSHIDO CAPITAL US EQUITY ETF
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
July 31, 2024
Distributions to shareholders from net investment income for the Fund are declared and paid on a quarterly basis and distributions to shareholders from net realized gains on securities normally are declared and paid on an annual basis. Distributions are recorded on the ex-dividend date. The Fund may distribute more frequently, if necessary, for tax purposes.
E.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 at the date of the financial statements, as well as the reported amounts of increases and decreases in net assets from operations during the period. Actual results could differ from those estimates.
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 and 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 the days on which the New York Stock Exchange ("NYSE") is closed for regular trading. The offering and redemption price per share for the Fund is equal to the Fund's net asset value per share.
G.Guarantees and Indemnifications. In the normal course of business, the Fund enters into contracts with service providers that contain general indemnification clauses. Additionally, as is customary, the Trust's organizational documents permit the Trust to indemnify its officers and trustees against certain liabilities under certain circumstances. The Fund's maximum exposure under these arrangements is unknown as this would involve future claims that may be against the Fund that have not yet occurred. As of the date of this report, no claim has been made for indemnification pursuant to any such agreement of the Fund.
H.Reclassification of Capital Accounts. GAAP requires that certain components of net assets relating to permanent differences be reclassified between financial and tax reporting. These reclassifications have no effect on net assets or net asset value per share. The Fund's realized net capital gains resulting from in-kind redemptions, in which shareholders exchanged Fund shares for securities held by the Fund rather than for cash, are not taxable to the Fund and are not distributed to shareholders. As such, they have been reclassified from distributable earnings to paid-in capital. For the fiscal period ended July 31, 2024, the following table shows the reclassifications made:
Distributable
Earnings 		Paid-in
Capital
$(97,068,438) $97,068,438
NOTE 3 - RISKS
Markets may perform poorly and the returns from the securities in which the Fund invests may underperform returns from the general securities markets. Securities markets may experience periods of high volatility and reduced liquidity in response to governmental actions or intervention, economic or market developments, or other external factors. The value of a company's securities may rise or fall in response to company, market, economic or other news.
Equity Investing Risk. An investment in the Fund involves risks similar to those of investing in any fund holding equity securities, such as market fluctuations, changes in interest rates and perceived trends in stock prices. The values of equity securities could decline generally or could underperform other investments. In addition, securities may decline in value due to factors affecting a specific issuer, market or securities markets generally.
Value-Style Investing Risk.The Sub-Adviser may be wrong in its assessment of a company's value, and the stocks the Fund owns may not reach what the Sub-Adviser believes are their true values. The market may not favor value-oriented stocks and may not favor equities at all, which may cause the Fund's relative performance to suffer. Value stocks can perform differently from the market as a whole and from other types of stocks. While certain value stocks may increase in value more quickly during periods of anticipated economic upturn, they may also lose value more quickly in periods of anticipated
8
BUSHIDO CAPITAL US EQUITY ETF
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
July 31, 2024
economic downturn. Furthermore, there is the risk that the factors which caused the depressed valuations are longer term or even permanent in nature, and that their valuations may fall or never rise.
Investment Risk. As with all investments, an investment in the Fund is subject to investment risk. Investors in the Fund could lose money, including the possible loss of the entire principal amount of an investment, over short or long periods of time.
See the Fund's Prospectus and Statement of Additional Information regarding the risks of investing in shares of the Fund.
NOTE 4 - COMMITMENTS AND OTHER RELATED PARTY TRANSACTIONS
Empowered Funds, LLC dba EA Advisers (the "Adviser") serves as the investment adviser to the Fund. Pursuant to an investment advisory agreement (the "Advisory Agreement") between the Trust, on behalf of the Fund, and the Adviser, the Adviser provides investment advice to the Fund and oversees the day-to-day operations of the Fund, subject to the direction and control of the Board and the officers of the Trust. Under the Advisory Agreement, the Adviser is also responsible for arranging transfer agency, custody, fund administration and accounting, and other non-distribution related services necessary for the Fund to operate. The Adviser administers the Fund's business affairs, provides office facilities and equipment and certain clerical, bookkeeping and administrative services. The Adviser agrees to pay all expenses incurred by the Fund except for the fee paid to the Adviser pursuant to the Advisory Agreement, payments under any distribution plan adopted pursuant to Rule 12b-1, brokerage expenses, acquired fund fees and expenses, taxes (including tax-related services), interest (including borrowing costs), litigation expense (including class action-related services) and other non-routine or extraordinary expenses. Per the Advisory Agreement, the Fund pays an annual rate of 0.71% to the Adviser monthly based on average daily net assets.
Sepio Capital L.P., serves as a discretionary investment sub-adviser to the Fund. Pursuant to an investment sub-advisory agreement (the "Sub-Advisory Agreement") among the Trust, the Adviser and the Sub-Adviser, the Sub-Adviser is responsible for determining the investment exposures for the Fund, subject to the overall supervision and oversight of the Adviser and the Board.
U.S. Bancorp Fund Services, LLC ("Fund Services" or "Administrator"), doing business as U.S. Bank Global Fund Services, acts as the Fund's Administrator and, in that capacity, performs various administrative and accounting services for the Fund. The Administrator prepares various federal and state regulatory filings, reports and returns for the Fund, including regulatory compliance monitoring and financial reporting; prepares reports and materials to be supplied to the trustees; monitors the activities of the Fund's Custodian, transfer agent and fund accountant. Fund Services also serves as the transfer agent and fund accountant to the Fund. U.S. Bank N.A. (the "Custodian"), an affiliate of the Administrator, serves as the Fund's Custodian.
The Custodian acts as the securities lending agent (the "Securities Lending Agent") for the Fund.
NOTE 5 - SECURITIES LENDING
The Fund may lend up to 331/3% of the value of the securities in its portfolio to brokers, dealers and financial institutions (but not individuals) under terms of participation in a securities lending program administered by the Securities Lending Agent. The securities lending agreement requires that loans are collateralized at all times in an amount equal to at least 102% of the value of any domestic loaned securities at the time of the loan, plus accrued interest. The use of loans of foreign securities, which are denominated and payable in U.S. dollars, shall be collateralized in an amount equal to 105% of the value of any loaned securities at the time of the loan plus accrued interest. The Fund receives compensation in the form of fees and earns interest on the cash collateral. The amount of fees depends on a number of factors including the type of security and length of the loan. The Fund continues to receive interest payments or dividends on the securities loaned during the borrowing period. Gain or loss on the value of securities loaned that may occur during the term of the loan will be for the account of the Fund. The Fund has the right under the terms of the securities lending agreement to recall the securities from the borrower on demand.
9
BUSHIDO CAPITAL US EQUITY ETF
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
July 31, 2024
The securities lending agreement provides that, in the event of a borrower's material default, the Securities Lending Agent shall take all actions the Securities Lending Agent deems appropriate to liquidate the collateral, purchase replacement securities at the Securities Lending Agent's expense or pay the Fund an amount equal to the market value of the loaned securities, subject to certain limitations which are set forth in detail in the securities lending agreement between the Fund and the Securities Lending Agent.
During the fiscal period, the Fund had loaned securities and received cash collateral for the loans. The cash collateral is invested by the Securities Lending Agent in accordance with the Trust approved investment guidelines. Those guidelines require the cash collateral to be invested in readily marketable, high quality, short-term obligations; however, such investments are subject to risk of payment delays or default on the part of the issuer or counterparty or otherwise may not generate sufficient interest to support the costs associated with securities lending. The Fund could also experience delays in recovering its securities and possible loss of income or value if the borrower fails to return the borrowed securities, although the Fund is indemnified from this risk by contract with the Securities Lending Agent. As of the end of the fiscal period, the Fund did not have any securities on loan.
The interest income earned by the Fund on the investment of cash collateral received from borrowers for the securities loaned to them ("Securities Lending Income, Net") is reflected in the Fund's Statement of Operations. Net securities lending income earned on collateral investments and recognized by the Fund during the fiscal period was $434.
Due to the absence of a master netting agreement related to the Funds' participation in securities lending, no additional offsetting disclosures have been made on behalf of the Fund for the total borrowings listed above.
NOTE 6 - PURCHASES AND SALES OF SECURITIES
For the fiscal period ended July 31, 2024, purchases and sales of securities for the Fund, excluding short-term securities and in-kind transactions, were as follows:
Purchases Sales
$ 665,946,553 $ 393,802,815
For the fiscal period ended July 31, 2024, in-kind transactions associated with creations and redemptions were as follows:
Purchases Sales
$ 190,530,904 $ 384,028,524
For the fiscal period ended July 31, 2024, short-term and long-term gains on in-kind transactions were as follows:
Short Term Long Term
$ 50,123,429 $ 46,945,009
There were no purchases or sales of U.S. Government securities during the fiscal period.
NOTE 7 - TAX INFORMATION
The components of tax basis cost of investments and net unrealized appreciation (depreciation) for federal income tax purposes at July 31, 2024, were as follows:
10
BUSHIDO CAPITAL US EQUITY ETF
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
July 31, 2024
Tax cost of Investments $ 331,515,847
Gross tax unrealized appreciation 32,760,653
Gross tax unrealized depreciation (7,248,553)
Net tax unrealized appreciation (depreciation) $ 25,512,100
Undistributed ordinary income 2,225,069
Undistributed long-term gain -
Total distributable earnings 2,225,069
Other accumulated gain (loss) (4,531,141)
Total accumulated gain (loss) $ 23,206,028
Under tax law, certain capital and foreign currency losses realized after October 31st and within the taxable year are deemed to arise on the first business day of the Fund's next taxable year.
For the fiscal period ended July 31, 2024, the Fund did not defer any post-October capital or late-year losses.
At July 31, 2024, the Fund had the following capital loss carryforwards:
Unlimited
Short-Term 		Unlimited
Long-Term
$ (4,531,141) $ -
NOTE 8 - DISTRIBUTIONS TO SHAREHOLDERS
The tax character of distributions paid by the Fund during the fiscal period ended July 31, 2024, was as follows:
Fiscal Period Ended
July 31, 2024(1)
Ordinary Income
$1,288,222
(1) The Fund commenced operations on September 13, 2023.
NOTE 9 - SUBSEQUENT EVENTS
In preparing these financial statements, management of the Fund has evaluated events and transactions for potential recognition or disclosure through the date the financial statements were issued. There were no transactions that occurred during the period subsequent to July 31, 2024, that materially impacted the amounts or disclosures in the Fund's financial statements other than the below:
Effective September 16, 2024, Michael D. Barolsky is President (principal executive officer) of the Trust.
11
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To the Shareholders of
Bushido Capital US Equity ETF and
The Board of Trustees of
EA Series Trust
Opinion on the Financial Statements
We have audited the accompanying statement of assets and liabilities of Bushido Capital US Equity ETF (the "Fund"), a series of EA Series Trust (the "Trust"), including the schedule of investments, as of July 31, 2024, the related statement of operations, the statement of changes in net assets and the financial highlights for the period September 13, 2023 (commencement of operations) to July 31, 2024 and the related notes (collectively referred to as the "financial statements"). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Fund as of July 31, 2024, and the results of its operations, the changes in its net assets and the financial highlights for the period stated above, in conformity with accounting principles generally accepted in the United States of America.
Basis for Opinion
These financial statements are the responsibility of the Fund's management. Our responsibility is to express an opinion on the Fund's financial statements based on our audit. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) ("PCAOB") and are required to be independent with respect to the Funds 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 have served as the auditor of one or more of the funds in the Trust since 2023.
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. The Fund is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audit, we are required to obtain an understanding of internal control over financial reporting, but not for the purpose of expressing an opinion on the effectiveness of the Fund's internal control over financial reporting. Accordingly, we express no such opinion.
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 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. Our procedures included confirmation of securities owned as of July 31, 2024 by correspondence with the custodian. We believe that our audit provides a reasonable basis for our opinion.
TAIT, WELLER & BAKER LLP
Philadelphia, Pennsylvania
September 27, 2024
12
BUSHIDO CAPITAL US EQUITY ETF
FEDERAL TAX INFORMATION (UNAUDITED)
For the fiscal year ended July 31, 2024, certain dividends paid by the Fund may be subject to a maximum tax rate of 23.8%, as provided for by the Tax Cuts and Jobs Act of 2017. The percentage of dividends declared from ordinary income designated as qualified dividend income for the Fund was 100.00%.
For corporate shareholders, the percent of ordinary income distributions qualifying for the corporate dividends received deduction for the fiscal year ended July 31, 2024, for the Fund was 100.00%.
The percentage of taxable ordinary income distributions that are designated as short-term capital gain distributions under the Internal Revenue Section 871 (k)(2)(C) for the Fund was 0.00%.
13
Item 8. Changes in and Disagreements with Accountants for Open-End Management Investment
Companies.
There were no matters concerning changes in and disagreements with Accountants on accounting and financial disclosures required by Item 304 of Regulation S-K.
Item 9. Proxy Disclosures for Open-End Management Investment Companies.
There were no matters submitted during the period covered by the report to a vote of shareholders.
Item 10. Remuneration Paid to Directors, Officers, and Others of Open-End Management
Investment Companies
Not applicable. The Independent Trustees are paid by the Adviser out of the advisory fee. See Note 4 to the Financial Statements under Item 7.
Item 11. Statement Regarding Basis for Approval of Investment Advisory Contracts.
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 President (principal executive officer) and Treasurer (principal financial officer) have reviewed the Registrant's disclosure controls and procedures (as defined in Rule 30a-3(c) under the Investment Company Act of 1940 (the "Act")) as of a date within 90 days of the filing of this report, as required by Rule 30a-3(b) under the Act and Rules 13a-15(b) or 15d-15(b) under the Securities Exchange Act of 1934. Based on their review, such officers have concluded that the disclosure controls and procedures are effective in ensuring that information required to be disclosed in this report is appropriately recorded, processed, summarized and reported and made known to them by others within the Registrant and by the Registrant's service provider.
(b) There were no changes in the Registrant's internal control over financial reporting (as defined in Rule 30a-3(d) under the Act) that occurred during the period covered by this report that have materially affected, or are reasonably likely to materially affect, the Registrant's internal control over financial reporting.
Item 17. Disclosure of Securities Lending Activities for Closed-End Management Investment Companies
Not applicable to open-end investment companies.
Item 18. Recovery of Erroneously Awarded Compensation.
(a) Not applicable.
(b) Not applicable.
Item 19. Exhibits.
(a)
(1) Any code of ethics or amendment thereto, that is the subject of the disclosure required by Item 2, to the extent that the registrant intends to satisfy Item 2 requirements through filing an exhibit. Filed herewith.
(2) A separate certification for each principal executive and principal financial officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.Filed herewith.
(b)
Certifications pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. Filed 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) EA Series Trust
By (Signature and Title)
/s/ Michael D. Barolsky
Michael D. Barolsky, President (principal executive officer)
Date:
October 4, 2024
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/ Michael D. Barolsky
Michael D. Barolsky, President (principal executive officer)
Date:
October 4, 2024
By (Signature and Title)
/s/ Sean Hegarty
Sean Hegarty, Treasurer (principal financial officer)
Date:
October 4, 2024