Item 9A. Controls and Procedures
Item 9A. Controls and Procedures.
Disclosure Controls and Procedures
Under the supervision and with the participation
of the principal executive officer and principal financial officer of the Trust, Trust management has evaluated the effectiveness of the
Trust’s and the Funds’ disclosure controls and procedures, and the principal executive officer and principal financial officer
have concluded that the disclosure controls and procedures of the Trust and the Funds (as defined in Rules 13a-15(e) and 15d-15(e) under
the Securities Exchange Act of 1934, as amended (the “1934 Act”) were effective, as of December 31, 2025, to provide reasonable
assurance that information required to be disclosed in the reports that the Trust files or submits under the 1934 Act on behalf of the
Trust and the Funds is recorded, processed, summarized and reported, within the time periods specified in the SEC’s rules and forms,
and that such information is accumulated and communicated to management, including the principal executive officer and principal financial
officer, of the Trust as appropriate to allow timely decisions regarding required disclosure.
Management’s Annual Report on Internal Control Over Financial
Reporting
The Trust’s management is responsible for
establishing and maintaining adequate internal control over financial reporting of the Trust and the Funds, as defined in Rules 13a-15(f)
and 15d-15(f) under the 1934 Act. The Trust’s and the Funds’ internal control over financial reporting is a process designed
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. Internal control over financial reporting includes those policies
and procedures that: (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions
and dispositions of the assets of the Trust and the Funds; (2) provide reasonable assurance that transactions are recorded as necessary
to permit preparation of financial statements in accordance with generally accepted accounting principles, and that the Trust’s
and the Funds’ receipts and expenditures are being made only in accordance with appropriate authorizations of management of the
Trust on behalf of the Trust and the Funds; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized
acquisition, use or disposition of the Trust’s or the Funds’ assets that could have a material effect on the Trust’s
or the Funds’ financial statements.
Because of its inherent limitations, internal control
over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods
are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the
policies or procedures may deteriorate.
28
Management, including the principal executive officer
and principal financial officer of the Trust, assessed the effectiveness of the Trust’s and the Funds’ internal control over
financial reporting as of December 31, 2025. Their assessment included an evaluation of the design of the Trust’s and the Funds’
internal control over financial reporting and testing of the operational effectiveness of their internal control over financial reporting.
In making its assessment, the Trust’s management has utilized the criteria set forth by the Committee of Sponsoring Organizations
of the Treadway Commission (COSO) in its report entitled Internal Control – Integrated Framework (2013) . Based on their assessment
and those criteria, management, including the principal executive officer and principal financial officer of the Trust, concluded that
the Trust’s and the Funds’ internal control over financial reporting was effective as of December 31, 2025.
Changes in Internal Control over Financial Reporting
There were no changes in the Trust’s or the
Funds’ internal control over financial reporting that occurred during the year ended December 31, 2025 that have materially affected,
or are reasonably likely to materially affect, the Trust’s or the Funds’ internal control over financial reporting.
Certifications
The certifications by the Principal Executive Officer
and Principal Financial Officer of the Trust required by Section 302 and Section 906 of the Sarbanes-Oxley Act of 2002, which are filed
or furnished as exhibits to this Annual Report on Form 10-K, apply both to the Trust taken as a whole and each Fund, and the Principal
Executive Officer and Principal Financial Officer of the Trust are certifying both as to the Trust taken as a whole and each Fund.
Item 9B. Other Information.
Not applicable.
Item 9C. Disclosure Regarding Jurisdictions that Prevent Inspections.
Not applicable.
29
Part III.
Item 10. Directors, Executive Officers and Corporate Governance.
The Sponsor
Volatility Shares LLC is the Sponsor of the Trust
and the Funds. As noted above, the Sponsor has exclusive management and control of all aspects of the business of the Funds. The Trustee
has no duty or liability to supervise the performance of the Sponsor, nor will the Trustee have any liability for the acts or omissions
of the Sponsor.
As of December 31, 2025, the Sponsor serves as
the Trust’s commodity pool operator. Specifically, with respect to the Trust, the Sponsor:
●
Manages and directs the Funds’ portfolio of Financial Instruments and other assets, including cash and cash equivalents;
●
selects the Funds’ service providers;
●
negotiates various agreements and fees;
●
performs such other services as the Sponsor believes that the Trust may require from time to time;
●
selects the FCM and Financial Instrument
counterparties, if any.
The Shares are not deposits or other obligations
of the Sponsor, the Trustee or any of their respective subsidiaries or affiliates or any other bank, are not guaranteed by the Sponsor,
the Trustee or any of their respective subsidiaries or affiliates or any other bank and are not insured by the Federal Deposit Insurance
Corporation (the “FDIC”) or any other governmental agency. An investment in the Shares of the Fund offered hereby is speculative
and involves a high degree of risk.
The principal office of the Sponsor is located
at 2000 PGA Boulevard, Suite 4440, Palm Beach Gardens, FL 33408. The telephone number of the Sponsor and the Trust is (866) 261-0273.
30
Background and Principals
As of December 31, 2025, Volatility Shares LLC,
the Sponsor, is a limited liability company formed in Delaware on July 25, 2019. The Sponsor was formed for the purpose of sponsoring
volatility-linked exchange-traded funds, of which the Funds are the first. Prior to its engagement as Sponsor of the Funds, the Sponsor
had no operating history.
The Sponsor currently serves as the commodity pool
operator of the Trust and the Funds. The Sponsor is registered as a commodity pool operator with the CFTC and is a member in good standing
of the NFA. The Sponsor’s membership with the NFA was originally approved on October 14, 2019. Its membership with the NFA is currently
effective. The Sponsor’s registration as a commodity pool operator was originally approved on October 14, 2019. Its registration
as a commodity pool operator is currently effective. As a registered commodity pool operator, with respect to the Trust, the Sponsor must
comply with various regulatory requirements under the CEA, and the rules and regulations of the CFTC and the NFA, including investor protection
requirements, antifraud prohibitions, disclosure requirements, and reporting and recordkeeping requirements. The NFA approved the Sponsor
as a Swaps Firm on October 14, 2019. The Sponsor is also subject to periodic examinations by the CFTC and NFA staff. Its principal place
of business is 2000 PGA Boulevard, Suite 4440, Palm Beach Gardens, FL 33408. The telephone number of the Sponsor and the Trust is (866)
261-0273. The registration of the Sponsor with the CFTC and its membership in the NFA must not be taken as an indication that either the
CFTC or the NFA has recommended or approved the Sponsor, the Trust and the Funds.
Executive Officers of the Trust and Principals and Significant
Employees of the Sponsor
Name
Position
Justin Young*
Principal of the Sponsor (since 10/4/2019)
Associated Person of the Sponsor (since 12/12/2019)
Principal Executive Officer of the Trust (since 4/8/2021)
Principal
Financial Officer of the Trust (since 4/8/2021)
Principal Accounting Officer of the Trust (since 4/8/2021)
Stuart Barton
Principal of the Sponsor (since 10/2/2019)
Associated Person of the Sponsor (since 10/14/2019)
Chang Kim*
Principal of the Sponsor (since 1/26/2022)
Chief Compliance Officer of the Trust and Sponsor (since 1/26/2022)
Charles Lowery*
Principal of the Sponsor (since 7/6/2023)
Chief Investment Officer (since 1/1/2025)
Barry Pershkow
General Counsel (since 1/9/2026)
Corpus Partners LLC
Principal of the Sponsor (since 3/14/2025)
Justin Young Holdings LLC
Principal of the Sponsor (since 3/14/2025)
Middle Pine LLC
Principal of the Sponsor (since November 7, 2025)
*
Denotes principal of the Sponsor who participates in making trading decisions for the Funds.
The following is a biographical summary of the
business experience of the executive officers of the Trust and the principals and significant employees of the Sponsor. Of the Principals
listed below, only Justin Young, Chang Kim, and Charles Lowery participate in making trading or operational decisions for
the Funds or supervise persons engaged in making trading or operational decisions for the Funds.
Justin Young holds a BA in American Studies
from Georgetown University. From April 2017 to December 2023, he served as Managing Partner of Invest In Vol LLC (overseeing operations
at an investment adviser); from August 2015 to April 2017, he was Vice President of Rex Shares LLC (overseeing product development
at an ETF sponsor); from April 2011 to August 2015 he was Head of Capital Markets for Global X Management Company LLC (overseeing
capital markets operations for an ETF sponsor); and from July 2009 to April 2011 he was an Associate of NYSE Euronext (working
on a number of listing matters for a national securities exchange).
Stuart Barton holds a PhD in Economic History
from the University of Cambridge, an MBA from the University of Surrey, and a B.Sc in engineering from the University of Cape Town. From
March 2017 to December 2023, he served as Managing Partner of Invest In Vol LLC (overseeing operations at an investment adviser);
from September 2016 to March 2017 he was Chief Investment Officer of Rex Shares (overseeing investments at an ETF sponsor);
from September 2014 to September 2017 he was Managing Partner at Corpus Capital Partners LLC (overseeing operations at a commodity
pool operator); from October 2010 to September 2014 he was a Ph.D. Candidate (completed Ph.D.) at the University of Cambridge,
UK; from January 2008 to October 2010 he was unemployed and engaged in travel; from June 2007 to January 2008 he was
Senior Equity Derivatives Trader at HSBC’s Hong Kong office (traded derivatives at an investment bank); from September 2004
to June 2007 he was Senior Equity Derivatives Trader at Barclays Capital PLC in New York (traded derivatives at a broker-dealer);
and from August 2001 to September 2004 he was Equity Derivatives Trader at Barclays Capital PLC in London.
Chang Kim holds a BA in Film Studies from
Yale University. From January 2021 to December 2021, he served as the CEO of The Library Shop, Inc. (overseeing operations at an e-commerce business);
from September 2009 to December 2020, he served as a Portfolio Manager and the COO at Global X Management Company LLC (overseeing operations
at an ETF sponsor).
Charles Lowery holds a BS in Business Administration
from Georgetown University. From March 2017 to April 2023, he was Director of ETF Portfolio Management at Milliman Financial Risk Management
LLC (overseeing portfolio management and operations at an ETF sponsor); and from October 2006 to July 2016, he was a portfolio manager
at ProShare Advisors LLC (managing trading and portfolio management for ETFs).
31
Barry Pershkow serves as General
Counsel to the Adviser. He holds a B.A. from Duke University and a J.D. from Tulane University. From 2017 to 2026, he was Partner at
Chapman & Cutler LLP; and from 2012 to 2017, he was Senior Special Counsel (ETFs) in the Chief Counsel’s Office in the
Division of Investment Management at the U.S. Securities and Exchange Commission. Prior to that he served as Vice President and
Counsel to another ETF sponsor, and as an associate at a large nationally recognized law firm.
Corpus Partners LLC became a
Principal of the Sponsor on March 14, 2025. Corpus Partners LLC has a passive ownership interest in the Sponsor and exercises no
management authority over the Funds.
Justin Young Holdings LLC became a Principal of the Sponsor
on March 14, 2025. Justin Young Holdings LLC has a passive ownership interest in the sponsor and exercises no management authority over
the Funds.
Middle Pine LLC became a Principal of the
Sponsor on November 7, 2025. Middle Pine LLC has a passive ownership interest in the Sponsor and exercises no management authority over
the Funds.
Duties of the Sponsor and Indemnification
The general fiduciary duties which would otherwise
be imposed on the Sponsor (which would make its operation of the Trust as described herein impracticable due to the strict prohibition
imposed by such duties on, for example, conflicts of interest on behalf of a fiduciary in its dealings with its beneficiaries), are replaced
by the terms of the Trust Agreement (to which terms all shareholders, by subscribing to the Shares, are deemed to consent).
The Trust Agreement provides that the Sponsor and
its affiliates shall have no liability to the Trust or to any shareholder for any loss suffered by the Trust arising out of any action
or inaction of the Sponsor or its affiliates or their respective directors, officers, shareholders, partners, members, managers or employees
(the “Sponsor Related Parties”), if the Sponsor Related Parties, in good faith, determined that such course of conduct was
in the best interests of the Funds and such course of conduct did not constitute gross negligence or willful misconduct by the Sponsor
Related Parties. The Trust has agreed to indemnify the Sponsor Related Parties against claims, losses or liabilities based on their conduct
relating to the Trust, provided that the conduct resulting in the claims, losses or liabilities for which indemnity is sought did
not constitute gross negligence or willful misconduct and was done in good faith and in a manner reasonably believed to be in the best
interests of the Funds.
Under Delaware law, a beneficial owner of a statutory
trust (such as a shareholder of the Funds) may, under certain circumstances, institute legal action on behalf of himself and all other
similarly situated beneficial owners (a “class action”) to recover damages for violations of fiduciary duties, or on behalf
of a statutory trust (a “derivative action”) to recover damages from a third party where there has been a failure or refusal
to institute proceedings to recover such damages. In addition, beneficial owners may have the right, subject to certain legal requirements,
to bring class actions in federal court to enforce their rights under the federal securities laws and the rules and regulations promulgated
thereunder by the SEC. Beneficial owners who have suffered losses in connection with the purchase or sale of their beneficial interests
may be able to recover such losses from the Sponsor where the losses result from a violation by the Sponsor of the anti-fraud provisions
of the federal securities laws.
Under certain circumstances, shareholders also
have the right to institute a reparations proceeding before the CFTC against the Sponsor (a registered commodity pool operator), an FCM,
as well as those of their respective employees who are required to be registered under the CEA, and the rules and regulations promulgated
thereunder. Private rights of action are conferred by the CEA. Investors in futures and in commodity pools may, therefore, invoke the
protections provided thereunder.
The foregoing summary describing in general terms
the remedies available to shareholders under federal law is based on statutes, rules and decisions as of the date of this Prospectus.
As this is a rapidly developing and changing area of the law, shareholders who believe that they may have a legal cause of action against
any of the foregoing parties should consult their own counsel as to their evaluation of the status of the applicable law at such time.
Insider Trading Policy
The Trust has adopted an insider trading
policy applicable to the Sponsor’s directors, officers and employees, which is included as an exhibit to this annual report on Form
10-K.
Code of Ethics
The Trust has adopted a code of ethics
(“Code of Ethics”) that applies to its Principal Executive Officer and Principal Financial Officer. A copy of the Code
of Ethics can be obtained, without charge, upon written request to the Sponsor at the following address: Volatility Shares LLC,
Attn: Chief Compliance Officer, 2000 PGA Boulevard, Suite 4440, Palm Beach Gardens, FL 33408.
32
Item 11. Executive Compensation.
The Funds have no employees or directors and are
managed by the Sponsor. None of the officers of the Trust, or the members or officers of the Sponsor receive compensation from the Funds.
SVIX pays the Sponsor a management fee (the “Management
Fee”), monthly in arrears, in an amount equal to 1.35% per annum of its average daily net assets. UVIX pays the Sponsor a Management
Fee, monthly in arrears, in an amount equal to 1.65% per annum of its average daily net assets. “Average daily net assets”
is calculated by dividing the month-end net assets of each Fund by the number of calendar days in such month.
No other Management Fee is paid by the Funds. The
Management Fee is paid in consideration of the Sponsor’s trading advisory services and the other services provided to the Fund that
the Sponsor pays directly.
For the years ended December 31, 2025 and December
31, 2024, the following represents Management Fees earned by the Sponsor:
Amount
Year Ended December 31,
Fund
2025
2024
-1x Short VIX Futures ETF
$ 3,750,621
$ 3,149,545
2x Long VIX Futures ETF
6,263,487
1,833,654
Item 12. Security Ownership of Certain Beneficial Owners and Management
and Related Stockholder Matters.
Not applicable.
Item 13. Certain Relationships and Related Transactions, and Director
Independence.
Not applicable.
Item 14. Principal Accounting Fees and Services.
(1) to (4). Fees for services performed by Tait, Weller & Baker, LLP (“Tait Weller”) and PricewaterhouseCoopers LLP (PwC) for the years ended December 31, 2025 and December 31, 2024 were as follows:
Year Ended
December 31,
2025
Year Ended
December 31,
2024
-1x Short VIX Futures ETF
Audit Fees
20,250
$ 18,037
Tax Fees
689,497
197,759
$ 709,747
$ 215,796
2x Long VIX Futures ETF
Audit Fees
20,250
$ 18,037
Tax Fees
535,955
405,492
$ 556,605
$ 423,529
Combined Trust:
$ 1,266,352
$ 639,325
Audit fees for the year ended December 31, 2025
and December 31, 2024 consist of fees paid to Tait Weller for the audit of the Funds’ December 31, 2025 and December 31, 2024 annual
financial statements included in the Annual Report on Form 10-K for the years ended December 31, 2025 and December 31, 2024, for the review
of the financial statements included in each Form 10-Q, and for the audits of financial statements included with registration statements.
Tax fees include certain tax compliance and reporting services provided by PricewaterhouseCoopers (“PwC”) to the Trust, including
processing beneficial ownership information as it relates to the preparation of tax reporting packages and the subsequent delivery of
related information to the IRS. Services also include assistance with tax reporting and related information using a web-based tax package
product developed by PwC and a toll-free tax package support help line.
(5)
The Sponsor approved all of the services provided by Tait Weller and PwC described above. The Sponsor pre-approves all audit and allowed non- audit services of the Trust’s independent registered public accounting firm, including all engagement fees and terms.
33
Part IV.
Item 15. Exhibits and Financial Statement Schedules.
Financial Statement Schedules
See the Index to Financial Statements for a list
of the financial statements being filed as part of this Annual Report on Form 10-K. Schedules may have been omitted since they are either
not required, not applicable, or the information has otherwise been included.
Exhibit No.
Description of Document
3.1*
Restated Certificate of Trust
4.1**
Trust Agreement
4.2**
Form of Authorized Participant Agreement
4.3***
Description of Shares of Beneficial Interest
10.1**
Form of Sponsor Agreement
10.2**
Form of Transfer Agency Services Agreement
10.3**
Form of Custodian Agreement
10.4**
Form of Marketing Agent Agreement
10.5**
Form of Futures Account Agreement
10.6**
Form of Administration Servicing Agreement
10.7**
Form of Sub-Administration Servicing Agreement
10.8**
Form of Fund Accounting Servicing Agreement
19.1****
Insider Trading Policy
23.1****
Accounting Firm Consent
31.1****
Certification by Principal Executive Officer of the Trust Pursuant to Rule 13a-14(a) under the Securities Exchange Act of 1934, as amended
31.2****
Certification by Principal Financial Officer of the Trust Pursuant to Rule 13a-14(a) under the Securities Exchange Act of 1934, as amended
32.1****
Certification by Principal Executive Officer of the Trust Pursuant to 18 U.S.C. Section 1350, As Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
32.2****
Certification by Principal Financial Officer of the Trust Pursuant to 18 U.S.C. Section 1350, As Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
97.1****
Policy Relating to Recovery of Erroneously Awarded Compensation
101.INS
Inline XBRL Instance Document.
101.SCH
Inline XBRL Taxonomy Extension Calculation Linkbase Document.
101.CAL
Inline XBRL Taxonomy Extension Calculation Linkbase Document.
101.DEF
Inline XBRL Taxonomy Extension Definition Linkbase Document.
101.LAB
Inline XBRL Taxonomy Extension Label Linkbase Document.
101.PRE
Inline XBRL Taxonomy Extension Presentation Linkbase Document.
104.1
Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101).
*
Incorporated by reference to the Trust’s Registration Statement, filed on January 6, 2022
**
Incorporated by reference to the Trust’s Registration Statement, filed on August 26, 2020
***
Incorporated by reference to the Trust’s Annual Report on Form 10-K for the fiscal year ended December 31, 2024, filed on March 28, 2025
****
Included herewith
Item 16. Form 10-K Summary.
Not applicable.
34
Signatures
Pursuant to the requirements of Section 13 or 15(d)
of the Securities Exchange Act of 1934, the registrant has duly caused this Annual Report to be signed on its behalf by the undersigned,
thereunto duly authorized.
VS TRUST
/s/ Justin Young
By:
Justin Young
Principal Executive Officer
Date: March 31, 2026
/s/ Justin Young
By:
Justin Young
Principal Financial and Accounting Officer
Date: March 31, 2026
35
VS TRUST
Financial Statements as of December 31, 2025
and December 31, 2024
Index
Documents Page
Report of Independent Registered Public Accounting Firm (PCAOB number: 238 ) F-2
Statements of Financial Condition, Schedule of Investments, Statements of Operations, Statements of Changes in Shareholders’ Equity and Statements of Cash Flows: F-4-F-7
-1x Short VIX Futures ETF F-8
2x Long VIX Futures ETF F-12
Combined VS Trust F-16
Notes to Financial Statements F-24
F- 1
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
taitweller.com
To Management of the Trust’s Sponsor of
VS Trust
Opinion on the Financial Statements
We have audited the accompanying combined statements
of assets and liabilities of VS Trust as of December 31, 2025 and 2024, and the related combined statements of operations, changes in
net assets, and cash flows for the years ended December 31, 2025 and 2024, and the related notes (collectively referred to as the “combined
financial statements”). In our opinion, the combined financial statements present fairly, in all material respects, the combined
financial position of the Trust as of December 31, 2025 and 2024, and the results of their combined operations, combined changes in net
assets, and combined cash flows for the periods stated above, in conformity with accounting principles generally accepted in the United
States of America
We have also audited the accompanying statements
of assets and liabilities of -1x Short VIX Futures ETF and 2x Long VIX Futures ETF (the “Funds”), each a series of VS Trust,
including the schedules of investments as of December 31, 2025 and 2024, and the related statements of operations, changes in net assets,
cash flows and the financial highlights for the years ended December 31, 2025 and 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 Funds as of December 31, 2025 and 2024, and the results of their operations, changes in net assets, cash flows and financial
highlights for the periods stated above, in conformity with accounting principles generally accepted in the United States of America
Basis for Opinion
These combined financial statements and financial
statements are the responsibility of the management of the Trust’s sponsor. Our responsibility is to express an opinion on the Trust’s
combined financial statements and the Funds’ financial statements based on our audits. 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 Trust and 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 the Trust and the Funds since 2022.
We conducted our audits in accordance with the
standards of the PCAOB. Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the combined
financial statements and financial statements are free of material misstatement, whether due to error or fraud. The Trust and the Funds
are not required to have, nor were we engaged to perform, an audit of their internal control over financial reporting. As part of our
audits, 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 Trust’s and Funds’ internal control over financial reporting. Accordingly, we express
no such opinion.
F- 2
To Management of the Trust’s Sponsor of
VS Trust
Our audits included performing procedures to assess
the risks of material misstatement of the combined financial statements and 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 combined financial statements and financial statements. Our audits also included evaluating the accounting principles used and
significant estimates made by management, as well as evaluating the overall presentation of the combined financial statements and financial
statements. Our procedures included confirmation of securities owned as of December 31, 2025 by correspondence with the custodian and
brokers. We believe that our audits provide a reasonable basis for our opinion.
TAIT, WELLER & BAKER LLP
Philadelphia, Pennsylvania
March 31, 2026
F- 3
VS
Trust
Statements
of Assets and Liabilities
-1x Short VIX
Futures ETF
2x Long VIX
Futures ETF
-1x Short VIX
Futures ETF
2x Long VIX
Futures ETF
For the Year
Ended
For the Year
Ended
For the Period
Ended
For the Period
Ended
December 31,
2025
December 31,
2025
December 31,
2024
December 31,
2024
ASSETS
Cash
$ 62,207,349
$ 62,568,088
$ -
$ 1,189,437
Investments in securities, at value *
891,000
114,106,682
52,819,184
Interest receivable
323,768
566,111
595,610
383,703
Prepaid expenses and other assets
-
-
13,472
52,844
Deposits at Broker for Futures and Options Contracts
154,886,352
263,069,326
206,471,251
130,007,592
Variation margin receivable
-
6,528,043
-
4,152,478
Other receivable
946
4,952
-
Total Assets
218,309,415
332,731,568
321,191,967
188,605,238
LIABILITIES
Payables
Variation margin payable
2,218,776
-
3,655,035
-
Fund shares redeemed
3,154,086
-
16,505,580
-
Payable to sponsor
274,236
532,673
350,201
318,004
Administrative, accounting and custodian fees payable
107,440
236,135
69,969
16,395
Professional fees payable
497,493
518,681
313,037
444,580
Licensing and registration fees payable
26,084
152,979
174,322
115,000
Total Liabilities
6,278,115
1,440,468
21,068,144
893,979
NET ASSETS
$ 212,031,300
$ 331,291,100
$ 300,123,823
$ 187,711,259
NET ASSETS CONSIST OF:
Paid-in capital
$ 56,990,152
$ 1,369,394,819
$ 173,281,568
$ 574,080,151
Total distributable earnings (accumulated deficit)
155,041,148
( 1,038,103,719 )
126,842,255
( 386,368,892 )
Net Assets
$ 212,031,300
$ 331,291,100
$ 300,123,823
$ 187,711,259
Net Asset Value (unlimited shares authorized):
Class I (unlimited shares authorized):
Net Assets
$ 212,031,300
$ 331,291,100
$ 300,123,823
$ 187,711,259
Shares Outstanding^
8,740,000
58,157,473
11,820,000
5,531,498 (1)
Net Asset Value, Offering and Redemption Price per Share
$ 24.26
$ 5.70
$ 25.39
$ 33.93 (1)
Market Value per Share (Note 1)
$ 24.23
$ 5.71
$ 25.37
$ 34.00 (1)
*Investments in securities, at cost
$ 787,742
$ -
$ 113,974,059
$ 52,819,184
^ No Par Value
(1) Adjusted to reflect 1:10 reverse stock split on January 15, 2025.
See accompanying notes to the financial statements.
F- 4
VS Trust
Statements
of Operations
For the Year Ended December 31, 2025 and December 31, 2024
-1x Short VIX
Futures ETF
2x Long VIX
Futures ETF
-1x Short VIX
Futures ETF
2x Long VIX
Futures ETF
For the year
ended
For the year
ended
For the year
ended
For the year
ended
December 31,
2025
December 31,
2025
December 31,
2024
December 31,
2024
INVESTMENT INCOME
Income:
Dividends
$ -
$ -
$ 623
$ 462
Interest income
5,624,000
7,296,332
4,872,443
2,045,886
Other Income (loss)
( 656 )
( 117 )
-
-
Total Income
5,623,344
7,296,215
4,873,066
2,046,348
Expenses:
Management fees
3,750,621
6,263,487
3,149,545
1,833,654
Administrative, accounting and custodian fees
352,123
583,466
228,761
148,419
Professional fees
793,755
649,491
357,241
552,720
Licensing and registration fees
204,411
376,839
152,993
84,511
Broker interest expense
-
-
47,307
-
Total Expenses
5,100,910
7,873,283
3,935,847
2,619,304
Net Investment income (loss)
522,434
( 577,068 )
937,219
( 572,956 )
REALIZED AND UNREALIZED GAIN (LOSS) ON INVESTMENTS AND FUTURES CONTRACTS
Net realized gain (loss) on:
Futures
12,772,306
( 582,369,071 )
24,472,687
( 47,624,517 )
Options
( 7,677,724 )
-
( 8,015,082 )
-
Net change in unrealized appreciation (depreciation) of:
Futures
22,611,243
( 68,788,688 )
( 11,995,820 )
16,445,324
Options
( 29,366 )
-
943,956
-
Net realized and unrealized gain (loss) on investments and futures contracts
27,676,459
( 651,157,759 )
5,405,741
( 31,179,193 )
NET INCREASE (DECREASE) IN NET ASSETS RESULTING FROM OPERATIONS
$ 28,198,893
$ ( 651,734,827 )
$ 6,342,960
$ ( 31,752,149 )
See accompanying notes to financial statements.
F- 5
VS Trust
Statements
of Changes in Net Assets
For the Year Ended December 31, 2025 and December 31, 2024
-1x Short VIX
Futures ETF
2x Long VIX
Futures ETF
-1x Short VIX
Futures ETF
2x Long VIX
Futures ETF
For the year
ended
For the year
ended
For the year
ended
For the year
ended
December 31,
2025
December 31,
2025
December 31,
2024
December 31,
2024
INCREASE (DECREASE) IN NET ASSETS:
OPERATIONS
Net investment gain (loss)
$ 522,434
$ ( 577,068 )
$ 937,219
$ ( 572,956 )
Net realized gain (loss) on investments and futures contracts
5,094,582
( 582,369,071 )
16,457,605
( 47,624,517 )
Net change in unrealized appreciation (depreciation) of investments and futures contracts
22,581,877
( 68,788,688 )
( 11,051,864 )
16,445,324
Net increase (decrease) in net assets resulting from operations
28,198,893
( 651,734,827 )
6,342,960
( 31,752,149 )
CAPITAL SHARE TRANSACTIONS
Shares sold
1,369,590,652
2,795,737,205
828,649,566
742,224,982
Shares redeemed
( 1,485,882,068 )
( 2,000,422,537 )
( 659,926,122 )
( 592,426,570 )
Net increase (decrease) in net assets from capital share transactions
( 116,291,416 )
795,314,668
168,723,444
149,798,412
Total increase (decrease) in net assets
( 88,092,523 )
143,579,841
175,066,404
118,046,263
NET ASSETS
Beginning of Period
300,123,823
187,711,259
125,057,419
69,664,996
End of Period
$ 212,031,300
$ 331,291,100
$ 300,123,823
$ 187,711,259
See accompanying notes to financial statements.
F- 6
VS Trust
Statements
of Cash Flows
For the Year Ended December 31, 2025 and December 31, 2024
-1x Short VIX Futures ETF
2x Long VIX Futures ETF
-1x Short VIX Futures ETF
2x Long VIX Futures ETF
Year Ended
Year Ended
Year Ended
Year Ended
December 31, 2025
December 31, 2025
December 31, 2024
December 31, 2024
CASH FLOW FROM OPERATING ACTIVITIES
Net increase (decrease) in net assets resulting from operations
$ 28,198,893
$ ( 651,734,827 )
$ 6,342,960
$ ( 31,752,149 )
Adjustments to reconcile net income (loss) to net cash provided by (used in) operating activities
Purchase of investments
( 1,261,442,331 )
( 1,470,810,543 )
( 1,049,664,730 )
( 675,548,842 )
Proceeds from sales or maturities of investments held
1,366,950,923
1,523,629,727
943,404,021
630,738,811
Net realized gain/loss on investments in options
7,677,724
-
8,015,082
-
Net change in unrealized appreciation/depreciation on investments in options
29,366
-
( 943,956 )
-
Decrease (Increase) in Deposits at broker for futures and option contracts
51,584,899
( 133,061,734 )
( 91,468,077 )
( 68,257,281 )
Decrease (Increase) in Variation margin receivable
-
( 2,375,565 )
-
( 4,003,885 )
Decrease (Increase) in Prepaid expenses and other assets
13,472
52,844
3,309
( 21,351 )
Decrease (Increase) in interest receivable
271,842
( 182,408 )
( 477,744 )
( 325,531 )
Decrease (Increase) in other receivable
4,006
-
( 2,113 )
-
Decrease (Increase) in Due from Other
-
-
-
-
Increase (Decrease) in Variation margin payable
( 1,436,259 )
-
3,450,332
-
Increase (Decrease) in Payable to Sponsor
( 75,965 )
214,669
202,411
211,734
Increase (Decrease) in Due to Custodian
-
-
-
-
Increase (Decrease) in Due to Other
-
-
-
-
Increase (Decrease) in Administrative, accounting and custodian fees payable
35,640
219,740
41,904
( 9,034 )
Increase (Decrease) in Professional fees payable
184,456
74,101
158,625
310,856
Increase (Decrease) in Licensing and registration fees payable
( 146,407 )
37,979
123,954
47,697
Net cash provided by (used in) operating activities
191,850,259
( 733,936,017 )
( 180,814,022 )
( 148,608,975 )
CASH FLOW FROM FINANCING ACTIVITIES
Proceeds from shares sold, net of cost from shares purchased
1,369,590,652
2,795,737,205
828,649,566
742,224,982
Cost of shares redeemed
( 1,499,233,562 )
( 2,000,422,537 )
( 652,867,942 )
( 592,426,570 )
Net cash provided by (used in) financing activities
( 129,642,910 )
795,314,668
175,781,624
149,798,412
NET INCREASE (DECREASE) IN CASH
62,207,349
61,378,651
( 5,032,398 )
1,189,437
Beginning of Period
-
1,189,437
5,032,398
-
End of Period
$ 62,207,349
$ 62,568,088
$ -
$ 1,189,437
See accompanying notes to financial statements.
F- 7
-1x
Short VIX Futures ETF
Schedule
of Investments
December
31, 2025
PURCHASED OPTIONS - 0.5% (a) Notional Amount Contracts Value
Call Options - 0.5%
CBOE Volatility Index, Expiration: 02/18/2026 ; Exercise Price: $ 28.00 (b)(c) $ 13,455,000 9,000 $ 891,000
TOTAL PURCHASED OPTIONS (Cost $ 787,742 ) 891,000
TOTAL INVESTMENTS - 0.5 % (Cost $ 787,742 ) 891,000
US Bank Money Market Deposit Account - 29.3 % (d) 62,207,349
Other Assets in Excess of Liabilities - 70.2 % (e) 148,932,951
TOTAL NET ASSETS - 100.0 % $ 212,031,300
Percentages are stated as a percent of net assets.
(a) Non-income producing security.
(b) Exchange-traded.
(c) 100 shares per contract.
(d) The U.S. Bank Money Market Deposit Account (the “MMDA”) is a short-term vehicle in which the Fund holds cash balances. The
MMDA will bear interest at a variable rate that is determined based on market conditions and is subject to change daily. The rate as of
December 31, 2025 was 3.15%.
(e) Includes cash of $154,886,352 that was pledged as collateral for futures and options contracts.
F- 8
-1x
Short VIX Futures ETF
Schedule
of Futures Contracts
December
31, 2025
Description Contracts Sold Expiration Date Notional Value Value / Unrealized Appreciation (Depreciation)
CBOE VIX FUTURE Jan26 ( 6,632 ) 01/21/2026 $ 109,626,960 $ 15,094,491
CBOE VIX FUTURE Feb26 ( 5,526 ) 02/18/2026 102,396,780 2,169,843
Net Unrealized Appreciation (Depreciation) $ 17,264,334
Summary of Fair Value Disclosure as of December
31, 2025
-1x Short VIX Futures ETF (the “Fund”)
has adopted fair value accounting standards which establish a definition of fair value and set out a hierarchy for measuring fair value.
These standards require additional disclosures about the various inputs and valuation techniques used to develop the measurements of fair
value, a discussion of 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. The inputs or valuation methodology used
for valuing securities are not an indication of the risk associated with investing in those securities.
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 based on the best information available.
The following is a summary of the fair valuation
hierarchy of the Fund’s securities as of December 31, 2025:
Level 1
Level 2
Level 3
Total
Investments:
Purchased Options
$ 891,000
$ –
$ –
$ 891,000
Total Investments
$ 891,000
$ –
$ –
$ 891,000
Other Financial Instruments:
Futures Contracts*
$ –
$ 17,264,334
$ –
$ 17,264,334
Total Other Financial Instruments
$ –
$ 17,264,334
$ –
$ 17,264,334
* The
fair value of the Fund’s investment represents the unrealized appreciation (depreciation) as of December 31, 2025.
Refer to the
Schedule of Investments for further disaggregation of investment categories.
F- 9
-1x
Short VIX Futures ETF
Schedule
of Investments
December
31, 2024
Notional Amount Contracts Value
PURCHASED OPTIONS - 0.5%
Call Options - 0.5%
CBOE Volatility Index, Expiration: 02/19/2025 ; Exercise Price: $ 28.00 (a)(b) $ 24,290,000 14,000 $ 1,484,000
TOTAL PURCHASED OPTIONS (Cost $ 1,351,377 ) 1,484,000
Shares
Value
SHORT-TERM INVESTMENTS - 37.5%
Money Market Funds - 37.5%
First American Government Obligations Fund - Class X, 4.41 % (c)(d)
112,622,682
112,622,682
TOTAL SHORT-TERM INVESTMENTS (Cost $ 112,622,682 )
112,622,682
TOTAL INVESTMENTS - 38.0 % (Cost $ 113,974,059 )
114,106,682
Other Assets in Excess of Liabilities - 62.0 % (e)
186,017,141
TOTAL NET ASSETS - 100.0 %
$ 300,123,823
Percentages are stated as
a percent of net assets.
(a) Exchange-traded.
(b) 100 shares per contract.
(c) The rate shown represents the 7-day annualized effective yield as of December 31, 2024.
(d) Fair value of this security exceeds 25% of the Fund’s net assets. Additional information for this security, including the financial statements, is available from the SEC’s EDGAR database at www.sec.gov.
(e) Includes cash of $206,471,251 that is pledged as collateral for options and futures contracts.
F- 10
-1x
Short VIX Futures ETF
Schedule
of Futures Contracts
December
31, 2024
Description Contracts
Sold Expiration
Date Notional
Value Value /
Unrealized
Appreciation
(Depreciation)
CBOE VIX FUTURE Feb25 ( 6,959 ) 02/19/2025 $ 124,496,510 $ ( 919,561 )
CBOE VIX FUTURE Jan25 ( 10,051 ) 01/22/2025 175,691,480 ( 4,427,348 )
Net Unrealized Appreciation (Depreciation) $ ( 5,346,909 )
Summary of Fair Value Disclosure as of December
31, 2024
-1x Short VIX Futures ETF 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 disclosures about the various inputs and valuation techniques used to develop the measurements
of fair value, a discussion of 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. The inputs or methodology used for
valuing securities are not an indication of the risk associated with investing in those securities.
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 following is a summary of the fair valuation
hierarchy of the Fund’s securities as of December 31, 2024:
Level 1
Level 2
Level 3
Total
Assets:
Investments:
Purchased Options
$ 1,484,000
$ –
$ –
$ 1,484,000
Money Market Funds
112,622,682
–
–
112,622,682
Total Investments
$ 114,106,682
$ –
$ –
$ 114,106,682
Liabilities:
Other Financial Instruments:
Futures Contracts*
–
( 5,346,909 )
–
( 5,346,909 )
Total Other Financial Instruments
$ –
$ ( 5,346,909 )
$ –
$ ( 5,346,909 )
* The
fair value of the Fund’s investment represents the net unrealized appreciation (depreciation) as of December 31, 2024.
Refer to the Schedule of Investments for further disaggregation of investment categories.
F- 11
2x
Long VIX Futures ETF
Schedule
of Investments
December
31, 2025
TOTAL INVESTMENTS - 0.0 % (Cost $ 0 )
$ -
US Bank Money Market Deposit Account - 18.9 % (a)
62,568,088
Other Assets in Excess of Liabilities - 81.1 % (b)
268,723,012
TOTAL NET ASSETS - 100.0 %
$ 331,291,100
Percentages are stated as a percent of net assets.
(a) The U.S. Bank Money Market Deposit Account (the “MMDA”) is a short-term vehicle in which the Fund holds cash balances. The
MMDA will bear interest at a variable rate that is determined based on market conditions and is subject to change daily. The rate as of
December 31, 2025 was 3.15%.
(b) Includes cash of $263,069,326 that was pledged as collateral for futures and options contracts.
F- 12
2x
Long VIX Futures ETF
Schedule
of Futures Contracts
December
31, 2025
Description Contracts
Purchased Expiration
Date Notional
Value Value /
Unrealized
Appreciation
(Depreciation)
CBOE VIX FUTURE Jan26 20,732 01/21/2026 $ 342,699,960 $ ( 52,868,466 )
CBOE VIX FUTURE Feb26 17,276 02/18/2026 320,124,280 ( 7,652,515 )
Net Unrealized Appreciation (Depreciation) $ ( 60,520,981 )
Summary of Fair Value Disclosure as of December
31, 2025
2x Long VIX Futures ETF (the “Fund”)
has adopted fair value accounting standards which establish a definition of fair value and set out a hierarchy for measuring fair value.
These standards require additional disclosures about the various inputs and valuation techniques used to develop the measurements of fair
value, a discussion of 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. The inputs or valuation methodology used
for valuing securities are not an indication of the risk associated with investing in those securities.
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 based on the best information available.
The following is a summary of the fair valuation
hierarchy of the Fund’s securities as of December 31, 2025:
Level 1
Level 2
Level 3
Total
Liabilities:
Other Financial Instruments:
Futures Contracts*
$ –
$ ( 60,520,981 )
$ –
$ ( 60,520,981 )
Total Other Financial Instruments
$ –
$ ( 60,520,981 )
$ –
$ ( 60,520,981 )
* The fair value of the Fund’s investment represents the unrealized
appreciation (depreciation) as of December 31, 2025.
Refer to the Schedule of Investments for further
disaggregation of investment categories.
F- 13
2x
Long VIX Futures ETF
Schedule
of Investments
December
31, 2024
Shares
Value
SHORT-TERM INVESTMENTS - 28.1%
Money Market Funds - 28.1%
First American Government Obligations Fund - Class X, 4.41 % (a)(b)
52,819,184
$ 52,819,184
TOTAL SHORT-TERM INVESTMENTS (Cost $ 52,819,184 )
52,819,184
TOTAL INVESTMENTS - 28.1 % (Cost $ 52,819,184 )
52,819,184
Other Assets in Excess of Liabilities - 71.9 % (c)
134,892,075
TOTAL NET ASSETS - 100.0 %
$ 187,711,259
Percentages
are stated as a percent of net assets.
(a) The rate shown represents the 7-day annualized effective yield as of December 31, 2024.
(b) Fair value of this security exceeds 25% of the Fund’s net assets. Additional information for this security, including the financial statements, is available from the SEC’s EDGAR database at www.sec.gov.
(c) Includes cash of $130,007,592 that is pledged as collateral for futures contracts.
F- 14
2x
Long VIX Futures ETF
Schedule
of Futures Contracts
December
31, 2024
Description Contracts
Purchased Expiration
Date Notional
Value Value /
Unrealized
Appreciation
(Depreciation)
CBOE VIX FUTURE Feb25 8,706 02/19/2025 $ 155,750,340 $ ( 984,305 )
CBOE VIX FUTURE Jan25 12,575 01/22/2025 219,811,000 9,252,011
Net Unrealized Appreciation (Depreciation) $ 8,267,706
Summary of Fair Value Disclosure as of December 31, 2024
2x Long VIX Futures ETF 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 disclosures about the various inputs and valuation techniques used to develop the measurements
of fair value, a discussion of 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. The inputs or methodology used for
valuing securities are not an indication of the risk associated with investing in those securities.
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 following is a summary of the fair valuation hierarchy of
the Fund’s securities as of December 31, 2024:
Level
1
Level
2
Level
3
Total
Assets:
Investments:
Money
Market Funds
$ 52,819,184
$ –
$ –
$ 52,819,184
Total Investments
$ 52,819,184
$ –
$ –
$ 52,819,184
Other Financial
Instruments:
Futures
Contracts*
–
9,252,011
–
9,252,011
Total Other Financial
Instruments
$ –
$ 9,252,011
$ –
$ 9,252,011
Liabilities:
Other Financial
Instruments:
Futures
Contracts*
–
( 984,305 )
–
( 984,305 )
Total Other Financial
Instruments
$ –
$ ( 984,305 )
$ –
$ ( 984,305 )
* The fair value of the Fund’s investment represents the net unrealized
appreciation (depreciation) as of December 31, 2024.
Refer to the Schedule of Investments for further disaggregation of investment categories.
F- 15
VS
Trust
Combined
Statement of Assets and Liabilities
December
31, 2025
ASSETS
Cash
$ 124,775,437
Investments in securities, at value *
891,000
Interest receivable
889,879
Prepaid expenses and other assets
-
Receivable for shares sold
-
Deposits at Broker for Futures and Options Contracts
417,955,678
Variation margin receivable
6,528,043
Other receivable
946
Total Assets
551,040,983
LIABILITIES
Payables
Variation margin payable
2,218,776
Fund shares redeemed
3,154,086
Management fees payable
806,909
Administrative, accounting and custodian fees payable
343,575
Professional fees payable
1,016,174
Licensing and registration fees payable
179,063
Total Liabilities
7,718,583
NET ASSETS
$ 543,322,400
NET ASSETS CONSIST OF:
Paid-in capital
$ 1,426,384,971
Total distributable earnings (accumulated deficit)
( 883,062,571 )
Net Assets
$ 543,322,400
NET ASSET VALUE:
Class I (unlimited shares authorized):
Net Assets
$ 543,322,400
Shares Outstanding^
66,897,473
*Investments in securities, at cost
$ 787,742
^ No Par Value
See
accompanying notes to the financial statements.
F- 16
VS
Trust
Combined
Statement of Assets and Liabilities
December
31, 2024
ASSETS
Cash
$ 1,189,437
Investments in securities, at value *
166,925,866
Interest receivable
979,313
Prepaid expenses and other assets
66,316
Receivable for shares sold
336,478,843
Variation margin receivable
4,152,478
Other receivable
4,952
Total Assets
509,797,205
LIABILITIES
Payables
Variation margin payable
3,655,035
Fund shares redeemed
16,505,580
Management fees payable
668,205
Administrative, accounting and custodian fees payable
86,364
Professional fees payable
757,617
Licensing and registration fees payable
289,322
Total Liabilities
21,962,123
NET ASSETS
$ 487,835,082
NET ASSETS CONSIST OF:
Paid-in capital
$ 747,361,719
Total distributable earnings (accumulated deficit)
( 259,526,637 )
Net Assets
$ 487,835,082
NET ASSET VALUE:
Class I (unlimited shares authorized):
Net Assets
$ 487,835,082
Shares Outstanding^
17,351,498
* Investments in securities, at cost
$ 166,793,243
^ No Par Value
See accompanying notes to
the financial statements.
F- 17
VS
Trust
COMBINED
STATEMENT OF OPERATIONS
FOR
THE YEAR ENDED DECEMBER 31, 2025
INVESTMENT INCOME
Income:
Dividends
$ -
Interest income
12,920,332
Other income
( 773 )
Total Income
12,919,559
Expenses:
Management fees
10,014,108
Administrative, accounting and custodian fees
935,589
Professional fees
1,443,246
Licensing and registration fees
581,250
Broker interest expense
-
Total Expenses
12,974,193
Net Investment loss
( 54,634 )
REALIZED AND UNREALIZED GAIN (LOSS) ON INVESTMENTS AND FUTURES CONTRACTS
Net realized gain (loss) on:
Futures
( 569,596,765 )
Options
( 7,677,724 )
Net change in unrealized appreciation (depreciation) of:
Futures
( 46,177,445 )
Options
( 29,366 )
Net realized and unrealized gain (loss) on investments and futures contracts
( 623,481,300 )
NET DECREASE IN NET ASSETS RESULTING FROM OPERATIONS
$ ( 623,535,934 )
See accompanying notes to
the financial statements.
F- 18
VS
Trust
COMBINED
STATEMENT OF OPERATIONS
FOR
THE YEAR ENDED DECEMBER 31, 2024
INVESTMENT INCOME
Income:
Dividends
$ 1,085
Interest income
6,918,329
Total Income
6,919,414
Expenses:
Management fees
4,983,199
Administrative, accounting and custodian fees
377,180
Professional fees
909,961
Licensing and registration fees
237,504
Broker interest expense
47,307
Total Expenses
6,555,151
Net Investment loss
364,263
REALIZED AND UNREALIZED GAIN (LOSS) ON INVESTMENTS AND FUTURES CONTRACTS
Net realized gain (loss) on:
Futures
( 23,151,830 )
Options
( 8,015,082 )
Net change in unrealized appreciation (depreciation) of:
Futures
4,449,504
Options
943,956
Net realized and unrealized gain (loss) on investments and futures contracts
( 25,773,452 )
NET DECREASE IN NET ASSETS RESULTING FROM OPERATIONS
$ ( 25,409,189 )
See accompanying notes to
the financial statements.
F- 19
VS
Trust
COMBINED
STATEMENT OF CHANGES IN NET ASSETS
FOR
THE YEAR ENDED DECEMBER 31, 2025
INCREASE (DECREASE) IN NET ASSETS:
OPERATIONS
Net investment gain (loss)
$ ( 54,634 )
Net realized gain (loss) on investments and futures contracts
( 577,274,489 )
Net change in unrealized appreciation (depreciation) of investments and futures contracts
( 46,206,811 )
Net decrease in net assets resulting from operations
( 623,535,934 )
CAPITAL SHARE TRANSACTIONS
Shares sold
4,165,327,857
Shares redeemed
( 3,486,304,605 )
Net increase in net assets from capital share transactions
679,023,252
Total increase in net assets
$ 55,487,318
NET ASSETS
Beginning of Year
$ 487,835,082
End of Year
$ 543,322,400
See
accompanying notes to the financial statements.
F- 20
VS
Trust
COMBINED
STATEMENT OF CHANGES IN NET ASSETS
FOR
THE YEAR ENDED DECEMBER 31, 2024
INCREASE (DECREASE) IN NET ASSETS:
OPERATIONS
Net investment loss
$ 364,263
Net realized gain (loss) on investments and futures contracts
( 31,166,912 )
Net change in unrealized appreciation (depreciation) of investments and futures contracts
5,393,460
Net decrease in net assets resulting from operations
( 25,409,189 )
CAPITAL SHARE TRANSACTIONS
Shares sold
1,570,874,548
Shares redeemed
( 1,252,352,692 )
Net increase in net assets from capital share transactions
318,521,856
Total increase in net assets
$ 293,112,667
NET ASSETS
Beginning of Year
$ 194,722,415
End of Year
$ 487,835,082
See accompanying notes to the financial statements.
F- 21
VS
Trust
COMBINED
STATEMENTS OF CASH FLOWS
FOR
THE YEAR ENDED DECEMBER 31, 2025
CASH FLOW FROM OPERATING ACTIVITIES
Net increase (decrease) in net assets resulting from operations
$ ( 623,535,934 )
Adjustments to reconcile net income (loss) to net cash provided by (used in) operating activities
Purchase of investments
( 2,732,252,874 )
Proceeds from sales or maturities of investments held
2,890,580,650
Net realized gain/loss on investments held
7,677,724
Net change in unrealized appreciation/depreciation on investments in options
29,366
Decrease (Increase) in Deposits at broker for futures and option contracts
( 81,476,835 )
Decrease (Increase) in Variation margin receivable
( 2,375,565 )
Decrease (Increase) in Prepaid expenses and other assets
66,316
Decrease (Increase) in interest receivable
89,434
Decrease (Increase) in other receivables
4,006
Increase (Decrease) in Due to Other
-
Increase (Decrease) in Variation margin payable
( 1,436,259 )
Increase (Decrease) in Payable to Sponsor
138,704
Increase (Decrease) in Due to Custodian
-
Increase (Decrease) in Fund shares redeemed
-
Increase (Decrease) in Administrative, accounting and custodian fees payable
255,380
Increase (Decrease) in Professional fees payable
258,557
Increase (Decrease) in Licensing and registration fees payable
( 108,428 )
Net cash provided by (used in) operating activities
( 542,085,758 )
CASH FLOW FROM FINANCING ACTIVITIES
Proceeds from shares sold, net of cost from shares purchased
4,165,327,857
Cost of shares redeemed
( 3,499,656,099 )
Net cash provided by (used in) financing activities
665,671,758
NET INCREASE IN CASH
123,586,000
Beginning of Year
1,189,437
End of Year
$ 124,775,437
See accompanying notes to the financial statements.
F- 22
VS
Trust
COMBINED
STATEMENTS OF CASH FLOWS
FOR
THE YEAR ENDED DECEMBER 31, 2024
CASH FLOW FROM OPERATING ACTIVITIES
Net increase (decrease) in net assets resulting from operations
$ ( 25,409,189 )
Adjustments to reconcile net income (loss) to net cash provided by (used in) operating activities
Purchase of investments
( 1,725,213,572 )
Proceeds from sales or maturities of investments held
1,574,142,832
Net realized gain/loss on investments held
8,015,082
Net change in unrealized appreciation/depreciation on investments in options
( 943,956 )
Decrease (Increase) in Deposits at broker for futures and option contracts
( 159,725,358 )
Decrease (Increase) in Variation margin receivable
( 4,003,885 )
Decrease (Increase) in Prepaid expenses and other assets
( 18,042 )
Decrease (Increase) in interest receivable
( 803,275 )
Decrease (Increase) in other receivables
( 2,113 )
Increase (Decrease) in Variation margin payable
3,450,332
Increase (Decrease) in Payable to Sponsor
414,145
Increase (Decrease) in Administrative, accounting and custodian fees payable
32,870
Increase (Decrease) in Professional fees payable
469,481
Increase (Decrease) in Licensing and registration fees payable
171,651
Net cash provided by (used in) operating activities
( 329,422,997 )
CASH FLOW FROM FINANCING ACTIVITIES
Proceeds from shares sold, net of cost from shares purchased
1,570,874,548
Cost of shares redeemed
( 1,245,294,512 )
Net cash provided by (used in) financing activities
325,580,036
NET INCREASE IN CASH
( 3,842,961 )
Beginning of Year
5,032,398
End of Year
$ 1,189,437
See accompanying notes to
the financial statements.
F- 23
VS
Trust
NOTES
TO FINANCIAL STATEMENTS
December
31, 2025
NOTE
1 – ORGANIZATION
VS
Trust (the “Trust”) is a Delaware statutory trust formed on October 24, 2019 and is currently organized into separate series
(each, a “Fund” and collectively, the “Funds”). As of December 31, 2025, the following two series of the Trust
have commenced investment operations: -1x Short VIX Futures ETF (“SVIX”) and 2x Long VIX Futures ETF (“UVIX”).
Each of the Funds listed above issues common units of beneficial interest (“Shares”), which represent units of fractional
undivided beneficial interest in and ownership of only that Fund. The Shares of each Fund are listed on the Cboe BZX Exchange (“Cboe
BZX”).
The
Funds’ inception of operation was March 28, 2022. Neither the Trust nor the Funds had any operations prior to March 28, 2022, other
than matters relating to its organization and the registration of each series under the Securities Act of 1933.
Each
Fund’s investment exposure to VIX futures contracts will cause each to be deemed a commodity pool, thereby subjecting each Fund
to regulation under the Commodity Exchange Act of 1934 (“CEA”) and Commodity Futures Trading Commission (“CFTC”)
rules. The Sponsor is registered as a Commodity Pool Operator (“CPO”) and the Fund will be operated in accordance with applicable
CFTC rules. Registration as a CPO imposes additional compliance obligations on the Sponsor and the Funds related to additional laws,
regulations and enforcement policies, which could increase compliance costs and may affect the operations and financial performance of
the Funds.
Volatility
Shares LLC (the “Sponsor”) is the sponsor of the Trust and the Funds. The Sponsor also will serve as the Trust’s commodity
pool operator. The Funds are commodity pools, as defined under the Commodity Exchange Act (the “CEA”), and the applicable
regulations of the CFTC and are operated by the Sponsor, which is registered as a commodity pool operator with the CFTC. The Trust is
not an investment company registered under the Investment Company Act of 1940.
NOTE
2 – SIGNIFICANT ACCOUNTING POLICIES
Each
Fund is an investment company, as defined by Financial Accounting Standards Board (“FASB”) Accounting Standards Codification
(“ASC”) Topic 946 “Financial Services — Investment Companies.” As such, the Funds follow the investment
company accounting and reporting guidance. The following is a summary of significant accounting policies followed by each Fund, as applicable,
in preparation of its financial statements. These policies are in conformity with accounting principles generally accepted in the United
States of America (“GAAP”).
The
accompanying unaudited financial statements were prepared in accordance with GAAP for interim financial information and with the instructions
for Form 10-K and the rules and regulations of the U.S. Securities and Exchange Commission (“SEC”). In the opinion of management,
all material adjustments, consisting only of normal recurring adjustments, considered necessary for a fair statement of the interim period
financial statements have been made. Interim period results are not necessarily indicative of results for a full-year period.
Emerging
growth company
The
Trust is an “emerging growth company,” as defined in the Jumpstart Our Business Startups Act of 2012. It will remain an emerging
growth company until the earlier of (1) the beginning of the first fiscal year following the fifth anniversary of its initial public
offering, (2) the beginning of the first fiscal year after annual gross revenue is $ 1.235 billion (subject to adjustment for inflation)
or more, (3) the date on which the Fund has, during the previous three-year period, issued more than $ 1.0 billion in non-convertible
debt securities and (4) as of the end of any fiscal year in which the market value of common equity held by non-affiliates exceeded $ 700
million as of the end of the second quarter of that fiscal year.
F- 24
For
as long as the Trust remains an “emerging growth company,” it may take advantage of certain exemptions from the various reporting
requirements that are applicable to public companies that are not “emerging growth companies” including, but not limited
to, not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure
obligations regarding executive compensation and financial statements in our periodic reports and proxy statements, and exemptions from
the requirements of holding a nonbinding advisory vote to approve executive compensation and shareholder approval of any golden parachute
payments not previously approved. The Trust will take advantage of these reporting exemptions until it is no longer an “emerging
growth company.”
Use
of Estimates & Indemnifications
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 disclosures of contingent assets and liabilities at the date of the financial statements and the
reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates.
In
the normal course of business, the Trust enters into contracts that contain a variety of representations which provide general indemnifications.
The Trust’s maximum exposure under these arrangements cannot be known; however, the Trust expects any risk of loss to be remote.
Basis
of Presentation
Pursuant
to rules and regulations of the SEC, these financial statements are presented for the Trust as a whole, as the SEC registrant, and for
each Fund individually. The debts, liabilities, obligations and expenses incurred, contracted for or otherwise existing with respect
to a particular Fund shall be enforceable only against the assets of such Fund and not against the assets of the Trust generally or any
other Fund. Accordingly, the assets of each Fund of the Trust include only those funds and other assets that are paid to, held by or
distributed to the Trust for the purchase of Shares in that Fund.
Statements
of Cash Flows
The
cash amount shown in the Statements of Cash Flows is the amount reported as cash in the Statements of Financial Condition dated December
31, 2025 and December 31, 2024, and represents cash but does not include short-term investments.
Final
Net Asset Value for Fiscal Period
The
cut-off times and the times of the calculation of the Funds’ final net asset value for creation and redemption of fund Shares for
the year ended December 31, 2025 were typically as follows. All times are Eastern Standard Time:
Fund Create/Redeem
Cut-off*(EST) NAV
Calculation
Time (EST) NAV
Calculation
Date
-1x Short VIX Futures ETF and 2:00 p.m. 4:00 p.m. December 31, 2025
2x Long VIX Futures ETF 2:00 p.m. 4:00 p.m. December 31, 2025
* Although the Funds’ shares may continue to trade on secondary markets subsequent to the calculation of the final NAV, these times represent the final opportunity to transact in creation or redemption units for the year ended December 31, 2025.
Market
value per Share is determined at the close of Cboe BZX and may be later than when the Funds’ NAV per Share is calculated.
F- 25
For
financial reporting purposes, the Funds value transactions based upon the final closing price in their primary markets. Accordingly,
the investment valuations in these financial statements may differ from those used in the calculation of certain of the Funds’
final creation/redemption NAV for the year ended December 31, 2025.
Investment
Valuation
Short-term
investments are valued at amortized cost which approximates fair value for daily NAV purposes. For financial reporting purposes, short-
term investments are valued at their market price using information provided by a third-party pricing service or market quotations. In
each of these situations, valuations are typically categorized as Level I in the fair value hierarchy.
VIX
futures contracts are valued using the Time Weighted Average Price (TWAP) of the futures during the last 15 minutes of NYSE’s regular
trading session, rather than solely from the VIX futures’ settlement price. The value of a Fund’s non-exchange-traded Financial
Instruments typically is determined by applying the then-current disseminated levels for the Index to the terms of the Fund’s non-exchange-traded
Financial Instruments.
In
certain circumstances (e.g., if the Sponsor believes market quotations do not accurately reflect the fair value of a Fund’s investment,
or a trading halt closes an exchange or market early), the Sponsor may, in its sole discretion, choose to determine a fair value price
as the basis for determining the market value of such investment for such day. Such fair value prices would generally be determined based
on available inputs about the current value of the underlying VIX futures contract and would be based on principles that the Sponsor
deems fair and equitable.
The
Funds may use a variety of money market instruments. Money market instruments generally will be valued using market prices or at amortized
cost.
Fair
value pricing may require subjective determinations about the value of an investment. While the Funds’ policies are intended to
result in a calculation of its respective Fund’s NAV that fairly reflects investment values as of the time of pricing, such Fund
cannot ensure that fair values determined by the Sponsor or persons acting at their direction would accurately reflect the price that
a Fund could obtain for an investment if it were to dispose of that investment as of the time of pricing (for instance, in a forced or
distressed sale). The prices used by such Fund may differ from the value that would be realized if the investments were sold and the
differences could be material to the financial statements.
F- 26
Investment
Transactions and Related Income
Investment
transactions are recorded on the trade date. All such transactions are recorded on the identified cost basis and marked to market daily.
Unrealized appreciation (depreciation) on open contracts are reflected in the Statements of Financial Condition and changes in the unrealized
appreciation (depreciation) between periods are reflected in the Statements of Operations.
Interest
income is recognized on an accrual basis and includes, where applicable, the amortization of premium or discount, and is reflected as
Interest Income in the Statement of Operations.
Brokerage
Commissions and Futures Account Fees
Each
Fund pays its respective brokerage commissions, including applicable exchange fees, National Futures Association (“NFA”)
fees, give-up fees, pit brokerage fees and other transaction related fees and expenses charged in connection with trading activities
for each Fund’s investment in U.S. Commodity Futures Trading Commission (“CFTC”) regulated investments. The effects
of trading spreads, financing costs/fees associated with Financial Instruments, and costs relating to the purchase of U.S. Treasury securities
or similar high credit quality short-term fixed-income would also be borne by the Funds. Brokerage commissions on futures contracts are
recognized on a half-turn basis (e.g., the first half is recognized when the contract is purchased (opened) and the second half is recognized
when the transaction is closed). The Sponsor is currently paying brokerage commissions on VIX futures contracts for the Funds that exceed
variable create/redeem fees collected by more than 0.04 % and 0.09 %, for SVIX and UVIX, respectively, of each Fund’s average net
assets annually.
Federal
Income Tax
Each
Fund is registered as a series of a Delaware statutory trust and is treated as a partnership for U.S. federal income tax purposes. Accordingly,
no Fund expects to incur U.S. federal income tax liability; rather, each beneficial owner of a Fund’s Shares is required to take
into account its allocable share of its Fund’s income, gain, loss, deductions and other items for its Fund’s taxable year
ending with or within the beneficial owner’s taxable year.
Management
of the Funds has reviewed all open tax years and major jurisdictions (i.e., the last four tax year ends and the interim tax period since
then, as applicable) and concluded that there is no tax liability resulting from unrecognized tax benefits relating to uncertain income
tax positions taken or expected to be taken in future tax returns. The Funds are also not aware of any tax positions for which it is
reasonably possible that the total amounts of unrecognized tax benefits will significantly change in the next twelve months. On an ongoing
basis, management monitors its tax positions taken under the interpretation to determine if adjustments to conclusions are necessary
based on factors including, but not limited to, on-going analysis of tax law, regulation, and interpretations thereof.
F- 27
NOTE
3 – Reverse Share Splits
The
table below includes reverse Share splits for Funds during the years ended December 31, 2024, and 2025. The ticker symbols did
not change, and each Fund continues to trade on its primary listing exchange, as applicable.
Split Effective Date Ticker Fund Split Ratio Old CUSIP New CUSIP
1/15/2025 UVIX 2x Long VIX Futures ETF 1:10 92891H507 92891H606
Period
Shares Owned
Hypothetical NAV
Value
Pre-Split
1,000
$ 10.00
$ 10,000.00
Post-Split
100
$ 100.00
$ 10,000.00
The
reverse splits were applied retroactively for all periods presented, reducing the number of Shares outstanding for each such Fund
resulting in a proportionate increase in the price per Share and per Share information of each such Fund. Therefore, the reverse
splits did not change the aggregate net asset value of a shareholder’s investment at the time of the reverse
split.
NOTE
4 – INVESTMENTS
Short-Term
Investments
The
Funds may purchase U.S. Treasury Bills, agency securities, and other high-credit quality short-term fixed income or similar securities
with original maturities of one year or less. A portion of these investments may be posted as collateral in connection with swap agreements,
futures, and/or forward contracts.
Accounting
for Derivative Instruments
In
seeking to achieve each Fund’s investment objective, the Sponsor uses a mathematical approach to investing. Using this approach,
the Sponsor determines the type, quantity and mix of investment positions, including derivative positions, which the Sponsor believes
in combination, should produce returns consistent with a Fund’s objective.
All
open derivative positions at period end are reflected on each respective Fund’s Schedule of Investments. Certain Funds utilized
a varying level of derivative instruments in conjunction with investment securities in seeking to meet their investment objectives during
the period. While the volume of open positions may vary on a daily basis as each Fund transacts derivatives contracts in order to achieve
the appropriate exposure to meet its investment objective, the volume of these open positions relative to the net assets of each respective
Fund at the date of this report is generally representative of open positions throughout the reporting period.
Following
is a description of the derivative instruments used by the Funds during the reporting period, including the primary underlying risk exposures
related to each instrument type.
Futures
Contracts
The
Funds may enter into futures contracts to gain exposure to changes in the value of, or as a substitute for investing directly in (or
shorting), an underlying benchmark. A futures contract obligates the seller to deliver (and the purchaser to accept) the future delivery
of a specified quantity and type of asset at a specified time and place. The contractual obligations of a buyer or seller may generally
be satisfied by taking or making physical delivery of the underlying commodity, if applicable, or by making an offsetting sale or purchase
of an identical futures contract on the same or linked exchange before the designated date of delivery, or by cash settlement at expiration
of contract.
Upon
entering into a futures contract, each Fund is required to deposit and maintain as collateral at least such initial margin as required
by the exchange on which the transaction is affected. The initial margin is segregated as cash and/or securities balances with brokers
for futures contracts, as disclosed in the Statements of Financial Condition, and is restricted as to its use. The Funds that enter into
futures contracts maintain collateral at the broker in the form of cash and/or securities. Pursuant to the futures contract, each Fund
generally agrees to receive from or pay to the broker(s) an amount of cash equal to the daily fluctuation in value of the futures contract.
Such receipts or payments are known as variation margin and are recorded by each Fund as unrealized gains or losses. Each Fund will realize
a gain or loss upon closing of a futures transaction.
Futures
contracts involve, to varying degrees, elements of market risk (specifically exchange rate sensitivity, commodity price risk or equity
market volatility risk) and exposure to loss in excess of the amount of variation margin. The face or contract amounts reflect the extent
of the total exposure each Fund has in the particular classes of instruments. Additional risks associated with the use of futures contracts
are imperfect correlation between movements in the price of the futures contracts and the market value of the underlying Index or commodity
and the possibility of an illiquid market for a futures contract. With futures contracts, there is minimal but some counterparty risk
to the Funds since futures contracts are exchange-traded and the credit risk resides with the Funds’ clearing broker or clearinghouse
itself. Many futures exchanges and boards of trade limit the amount of fluctuation permitted in futures contract prices during a single
trading day. Once the daily limit has been reached in a particular contract, no trades may be made that day at a price beyond that limit
or trading may be suspended for specified times during the trading day. Futures contracts prices could move to the limit for several
consecutive trading days with little or no trading, thereby preventing prompt liquidation of futures positions and potentially subjecting
a Fund to substantial losses. If trading is not possible, or if a Fund determines not to close a futures position in anticipation of
adverse price movements, the Fund will be required to make daily cash payments of variation margin. The risk the Fund will be unable
to close out a futures position will be minimized by entering into such transactions on a national exchange with an active and liquid
secondary market.
F- 28
Option
Contracts
An
option is a contract that gives the buyer the right, but not the obligation, to buy or sell a specified quantity of a commodity or other
instrument at a specific (or strike) price within a specified period of time, regardless of the market price of that instrument. There
are two types of options: calls and puts. A call option conveys to the option buyer the right to purchase a particular futures contract
at a stated price at any time during the life of the option. A put option conveys to the option buyer the right to sell a particular
futures contract at a stated price at any time during the life of the option. Options written by a Fund may be wholly or partially covered
(meaning that the Fund holds an offsetting position) or uncovered. In the case of the purchase of an option, the risk of loss of an investor’s
entire investment (i.e., the premium paid plus transaction charges) reflects the nature of an option as a wasting asset that may become
worthless when the option expires. Where an option is written or granted (i.e., sold) uncovered, the seller may be liable to pay substantial
additional margin, and the risk of loss is unlimited, as the seller will be obligated to deliver, or take delivery of, an asset at a
predetermined price which may, upon exercise of the option, be significantly different from the market value.
When
a Fund writes a call or put, an amount equal to the premium received is recorded and subsequently marked to market to reflect the current
value of the option written. Premiums received from writing options which expire are treated as realized gains. Premiums received from
writing options which are exercised or closed are added to the proceeds or offset against amounts paid on the underlying futures, swap
or security transaction to determine the realized gain (loss).
When
a Fund purchases an option, the Fund pays a premium which is included as an asset on the Statement of Financial Condition and subsequently
marked to market to reflect the current value of the option. Premiums paid for purchasing options which expire are treated as realized
losses. The risk associated with purchasing put and call options is limited to the premium paid. Premiums paid for purchasing options
which are exercised or closed are added to the amounts paid or offset against the proceeds on the underlying investment transaction to
determine the realized gain (loss) when the underlying transaction is executed.
Certain
options transactions may subject the writer (seller) to unlimited risk of loss in the event of an increase in the price of the contract
to be purchased or delivered. The value of a Fund’s options transactions, if any, will be affected by, among other things, changes
in the value of a Fund’s underlying benchmark relative to the strike price, changes in interest rates, changes in the actual and
implied volatility of the Fund’s underlying benchmark, and the remaining time until the options expire, or any combination thereof.
The value of the options should not be expected to increase or decrease at the same rate as the level of the Fund’s underlying
benchmark, which may contribute to tracking error. Options may be less liquid than certain other securities. A Fund’s ability to
trade options will be dependent on the willingness of counterparties to trade such options with the Fund. In a less liquid market for
options, a Fund may have difficulty closing out certain option positions at desired times and prices. A Fund may experience substantial
downside from specific option positions and certain option positions may expire worthless. Over-the-counter options generally are not
assignable except by agreement between the parties concerned, and no party or purchaser has any obligation to permit such assignments.
The over-the-counter market for options is relatively illiquid, particularly for relatively small transactions. The use of options transactions
exposes a Fund to liquidity risk and counterparty credit risk, and in certain circumstances may expose the Fund to unlimited risk of
loss. The Funds may buy and sell options on futures contracts, which may present even greater volatility and risk of loss.
The following table indicates the average volume when in use for the
year ended December 31, 2025:
-1x Short VIX
Futures ETF
2x Long VIX
Futures ETF
Average notional value of purchased options contracts:
$ 22,185,169
$ -
The following table indicates the average volume when in use for the
year ended December 31, 2024:
-1x Short VIX
2x Long VIX
Futures ETF
Futures ETF
Average notional value of purchased options contracts:
$ 40,945,769
$ -
Swap
Agreements
The
Funds may enter into swap agreements for purposes of pursuing their investment objectives or as a substitute for investing directly in
(or shorting) an underlying Index or to create an economic hedge against a position. Swap agreements are two-party contracts that have
traditionally been entered into primarily with institutional investors in over-the-counter (“OTC”) markets for a specified
period, ranging from a day to more than one year. However, the Dodd-Frank Wall Street Reform and Consumer Protection Act (the “Dodd-Frank
Act”) provides for significant reforms of the OTC derivative markets, including a requirement to execute certain swap transactions
on a CFTC-regulated market and/or to clear such transactions through a CFTC-regulated central clearing organization. In a standard swap
transaction, two parties agree to exchange the returns earned or realized on a particular predetermined investment, instrument or Index
in exchange for a fixed or floating rate of return in respect of a predetermined notional amount. Transaction or commission costs are
reflected in the benchmark level at which the transaction is entered into. The gross returns to be exchanged are calculated with respect
to a notional amount and the benchmark returns to which the swap is linked. Swap agreements do not involve the delivery of underlying
instruments.
F- 29
Generally,
swap agreements entered into by the Funds calculate and settle the obligations of the parties to the agreement on a “net basis”
with a single payment. Consequently, each Fund’s current obligations (or rights) under a swap agreement will generally be equal
only to the net amount to be paid or received under the agreement based on the relative values of such obligations (or rights) (the “net
amount”). In a typical swap agreement entered into by UVIX, the would be entitled to settlement payments in the event the level
of the benchmark increases and would be required to make payments to the swap counterparties in the event the level of the benchmark
decreases, adjusted for any transaction costs or trading spreads on the notional amount the Funds may pay. In a typical swap agreement
entered into by SVIX, the Fund would be required to make payments to the swap counterparties in the event the level of the benchmark
increases and would be entitled to settlement payments in the event the level of the benchmark decreases, adjusted for any transaction
costs or trading spreads on the notional amount the Funds may pay.
The
net amount of the excess, if any, of each Fund’s obligations over its entitlements with respect to each OTC swap agreement is accrued
on a daily basis and an amount of cash and/or securities having an aggregate value at least equal to such accrued excess is maintained
for the benefit of the counterparty in a segregated account by the Funds’ Custodian. The net amount of the excess, if any, of each
Fund’s entitlements over its obligations with respect to each OTC swap agreement is accrued on a daily basis and an amount of cash
and/or securities having an aggregate value at least equal to such accrued excess is maintained for the benefit of the Fund in a segregated
account by a third party custodian. Until a swap agreement is settled in cash, the gain or loss on the notional amount less any transaction
costs or trading spreads payable by each Fund on the notional amount are recorded as “unrealized appreciation or depreciation on
swap agreements” and, when cash is exchanged, the gain or loss realized is recorded as “realized gains or losses on swap
agreements.” Swap agreements are generally valued at the last settled price of the benchmark referenced asset.
Swap
agreements contain various conditions, events of default, termination events, covenants and representations. The triggering of certain
events or the default on certain terms of the agreement could allow a party to terminate a transaction under the agreement and request
immediate payment in an amount equal to the net positions owed to the party under the agreement. This could cause a Fund to have to enter
into a new transaction with the same counterparty, enter into a transaction with a different counterparty or seek to achieve its investment
objective through any number of different investments or investment techniques.
Swap
agreements involve, to varying degrees, elements of market risk and exposure to loss in excess of the unrealized gain/loss reflected.
The notional amounts reflect the extent of the total investment exposure each Fund has under the swap agreement, which may exceed the
NAV of each Fund. Additional risks associated with the use of swap agreements are imperfect correlations between movements in the notional
amount and the price of the underlying reference Index and the inability of counterparties to perform. Each Fund bears the risk of loss
of the amount expected to be received under a swap agreement in the event of the default or bankruptcy of a swap agreement counterparty.
A Fund will typically enter into swap agreements only with major global financial institutions. The creditworthiness of each of the firms
that is a party to a swap agreement is monitored by the Sponsor. The Sponsor may use various techniques to minimize credit risk including
early termination and payment, using different counterparties, limiting the net amount due from any individual counterparty and generally
requiring collateral to be posted by the counterparty in an amount approximately equal to that owed to the Funds. Outstanding swap agreements
contractually terminate within one month but may be terminated without penalty by either party at any time. Upon termination, the Fund
is obligated to pay or receive the “unrealized appreciation or depreciation” amount.
The Funds, as applicable, collateralize swap agreements by segregating
or designating cash and/or certain securities as indicated on the Statements of Financial Condition or Schedules of Investments. As noted
above, collateral posted in connection with OTC derivative transactions is held for the benefit of the counterparty in a segregated tri-party
account at the Custodian to protect the counterparty against non-payment by the Funds. The collateral held in this account is restricted
as to its use. In the event of a default by the counterparty, the Funds will seek withdrawal of this collateral from the segregated account
and may incur certain costs in exercising its right with respect to the collateral. If a counterparty becomes bankrupt or otherwise fails
to perform its obligations due to financial difficulties, the Funds may experience significant delays in obtaining any recovery in a bankruptcy
or other reorganizational proceeding. The Funds may obtain only limited recovery or may obtain no recovery in such circumstances.
The
Funds remain subject to credit risk with respect to the amount they expect to receive from counterparties. However, the Funds have sought
to mitigate these risks in connection with OTC swaps by generally requiring that the counterparties for each Fund agree to post collateral
for the benefit of the Fund, marked to market daily, in an amount approximately equal to what the counterparty owes the Fund, subject
to certain minimum thresholds. In the event of a bankruptcy of a counterparty, such Fund will have direct access to the collateral received
from the counterparty, generally as of the day prior to the bankruptcy, because there is a one day time lag between the Fund’s
request for collateral and the delivery of such collateral. To the extent any such collateral is insufficient, the Funds will be exposed
to counterparty risk as described above, including the possible delays in recovering amounts as a result of bankruptcy proceedings.
F- 30
The
counterparty/credit risk for cleared derivative transactions is generally lower than for OTC derivatives since generally a clearing organization
becomes substituted for each counterparty to a cleared derivative contract and, in effect, guarantees the parties’ performance
under the contract as each party to a trade looks only to the clearing organization for performance of financial obligations. In addition,
cleared derivative transactions benefit from daily marking- to-market and settlement, and segregation and minimum capital requirements
applicable to intermediaries.
Fair
values of derivative instruments as of December 31, 2025:
Fair Value
-1x Short VIX Futures ETF Statements of Assets
and Liabilities Location Assets Liabilities
Purchased Option Contracts:
Index Investments, at value $ 891,000 $ -
Short Futures Contracts:
Index Unrealized Appreciation* 17,264,334 -
Total fair values of derivative instruments $ 18,155,334 $ -
2x Long VIX Futures ETF Assets Liabilities
Long Futures Contracts:
Index Unrealized Depreciation* $ -
$ ( 60,520,981 )
Total fair values of derivative instruments $ -
$ ( 60,520,981 )
* Includes cumulative appreciation (depreciation) of futures contracts
as reported in the Schedule of Future Contracts. Only current day’s variation margin is reported within the Statement of Financial Condition
in receivable/payable on open futures.
Fair values of derivative instruments as of December 31, 2024:
Statements of
Assets and
Liabilities Fair Value
-1x Short VIX Futures ETF Location Assets Liabilities
Purchased Option Contracts:
Index Investments, at value $ 1,484,000 $ -
Short Futures Contracts:
Index Unrealized
Depreciation*
-
( 5,346,909 )
Total fair values of derivative instruments $ 1,484,000 $ ( 5,346,909 )
2x Long VIX Futures ETF Assets Liabilities
Long Futures Contracts:
Index Unrealized Appreciation/(Depreciation)* $ 9,252,011 $ ( 984,305 )
Total fair values of derivative instruments $ 9,252,011 $ ( 984,305 )
* Includes cumulative appreciation (depreciation) of futures contracts
as reported in the Schedule of Future Contracts. Only current day’s variation margin is reported within the Statements of Financial
Condition in receivable/payable on open futures.
The effect of derivative instruments on the Statement of Operations
for the year ended December 31, 2025:
-1x Short VIX Futures ETF
Net Realized Gain (Loss) on Derivatives
Derivatives
Purchased
Option
Contracts*
Short
Futures
Contracts
Total
Index Contracts
$ ( 7,677,724 )
$ 12,772,306
$ 5,094,582
Total
$ ( 7,677,724 )
$ 12,772,306
$ 5,094,582
F- 31
2x Long VIX Futures ETF
Derivatives
Purchased
Option
Contracts*
Long
Futures
Contracts
Total
Index Contracts
$ -
$ ( 582,369,071 )
$ ( 582,369,071 )
Total
$ -
$ ( 582,369,071 )
$ ( 582,369,071 )
-1x Short VIX Futures ETF
Net Change in Unrealized Appreciation
(Depreciation) on Derivatives
Derivatives
Purchased
Option
Contracts**
Short
Futures
Contracts
Total
Index Contracts
$ ( 29,366 )
$ 22,611,243
$ 22,581,877
Total
$ ( 29,366 )
$ 22,611,243
$ 22,581,877
2x Long VIX Futures ETF
Derivatives
Purchased
Option
Contracts**
Long
Futures
Contracts
Total
Index Contracts
$ -
$ ( 68,788,688 )
$ ( 68,788,688 )
Total
$ -
$ ( 68,788,688 )
$ ( 68,788,688 )
* The
amounts disclosed are included in the realized gain (loss) on investments.
** The
amounts disclosed are included in the change in unrealized appreciation (depreciation) on investments.
The effect of derivative instruments on the Statement of Operations
for the year ended December 31, 2024:
Net Realized Gain (Loss) on Derivatives
-1x
Short VIX Futures ETF Purchased Short
Option Futures
Derivatives Contracts* Contracts Total
Index Contracts $ ( 8,015,082 ) $ 24,472,687 $ 16,457,605
Total $ ( 8,015,082 ) $ 24,472,687 $ 16,457,605
2x
Long VIX Futures ETF Purchased Long
Option Futures
Derivatives Contracts* Contracts Total
Index Contracts $ -
$ ( 47,624,517 ) $ ( 47,624,517 )
Total $ -
$ ( 47,624,517 ) $ ( 47,624,517 )
Net Change in Unrealized Appreciation (Depreciation) on Derivatives
-1x
Short VIX Futures ETF Purchased Short
Option Futures
Derivatives Contracts** Contracts Total
Index Contracts $ 943,956 $ ( 11,995,820 ) ( 11,051,864 )
Total $ 943,956 $ ( 11,995,820 ) ( 11,051,864 )
2x Long VIX Futures ETF
Purchased
Long
Option
Futures
Derivatives
Contracts**
Contracts
Total
Index Contracts
$ -
$ 16,445,324
$ 16,445,324
Total
$ -
$ 16,445,324
$ 16,445,324
* The amounts disclosed are included in the realized gain (loss)
on investments.
** The amounts disclosed are included in the change in unrealized
appreciation (depreciation) on investments.
F- 32
The following table indicates the average volume when in
use for the year ended December 31, 2025:
-1x Short VIX Futures ETF
2x Long VIX Futures ETF
Average notional value of long futures contracts:
$ -
$ 739,367,754
Average notional value of short futures contracts:
( 263,212,613 )
-
The following table indicates the average volume when in use for the
year ended December 31, 2024:
-1x Short VIX
Futures ETF
2x Long VIX
Futures ETF
Average notional value of long futures contracts:
$ -
$ 233,976,048
Average notional value of short futures contracts:
( 204,171,960 )
-
Offsetting
Assets and Liabilities
Each
Fund is subject to master netting agreements or similar arrangements that allow for amounts owed between each Fund and the counterparty
to be netted upon an early termination. The party that has the larger payable pays the excess of the larger amount over the smaller amount
to the other party. The master netting agreements or similar arrangements do not apply to amounts owed to/from different counterparties.
As described above, the Funds utilize derivative instruments to achieve their investment objective during the year. The amounts shown
in the Statements of Financial Condition do not take into consideration the effects of legally enforceable master netting agreements
or similar arrangements.
For
financial reporting purposes, the Funds do not offset derivative assets and derivative liabilities that are subject to netting arrangements
in the Statements of Financial Condition. The following table presents each Fund’s derivatives by investment type and by counterparty
net of amounts available for offset under a master netting agreement and the related collateral received or pledged by the Funds as of
December 31, 2025.
Fair Values of Derivative Instruments as of December 31, 2025
Assets
Liabilities
Fund
Gross
Amounts of
Recognized
Assets
presented in
the
Statements
of Financial
Condition
Gross
Amounts Offset in
the Statements
of Financial
Condition
Net
Amounts of
Assets
presented in
the Statements
of Financial
Condition
Gross
Amounts of
Recognized
Liabilities
presented
in
the Statements
of Financial
Condition
Gross
Amounts
Offset in
the Statements
of Financial
Condition
Net
Amounts of
Liabilities
presented in
the Statements
of Financial
Condition
-1x Short VIX Futures ETF
$ -
$ -
$ -
$ 2,218,776
$ -
$ 2,218,776
2x Long VIX Futures ETF
6,528,043
-
6,528,043
-
-
-
Asset (Liability) amounts shown in the table below represent amounts owed to (by) the Funds for the derivative-related investments at
December 31, 2025. These amounts may be collateralized by cash or financial instruments, segregated for the benefit of the Funds or the
counterparties, depending on whether the related contracts are in an appreciated or depreciated position at period end. Amounts shown
in the column labeled “Net Amount” represent the uncollateralized portions of these amounts at period end. These amounts may
be un-collateralized due to timing differences related to market movements or due to minimum thresholds for collateral movement, as further
described above under the caption “Accounting for Derivative Instruments”.
Gross Amounts Not Offset in the Statements of Financial Condition as of December 31, 2025
Fund
Amounts of Recognized Assets / (Liabilities) presented in the Statements of Financial
Condition
Financial Instruments for the Benefit of (the Funds) / the Counterparties
Cash Collateral for the Benefit of (the Funds) / the Counterparties
Net Amount
-1x Short VIX Futures ETF
$ ( 2,218,776 )
$ -
$ -
$ ( 2,218,776 )
2x Long VIX Futures ETF
6,528,043
-
-
6,528,043
The following table presents each Fund’s derivatives by investment type and by counterparty net of amounts available for offset
under a master netting agreement and the related collateral received or pledged by the Funds as of December 31, 2024.
F- 33
Fair Values of Derivative Instruments as of December 31, 2024
Assets
Liabilities
Fund
Gross
Amounts of
Recognized
Assets
presented in
the Statements
of Financial
Condition
Gross
Amounts
Offset in
the Statements
of Financial
Condition
Net
Amounts of
Assets
presented in
the Statements
of Financial
Condition
Gross
Amounts of
Recognized
Liabilities
presented in
the Statements
of Financial
Condition
Gross
Amounts
Offset in
the Statements
of Financial
Condition
Net
Amounts of
Liabilities
presented in
the Statements
of Financial
Condition
-1x Short VIX Futures ETF
$ -
$ -
$ -
$ 3,655,035
$ -
$ 3,655,035
2x Long VIX Futures ETF
4,152,478
-
4,152,478
-
-
-
Asset
(Liability) amounts shown in the table below represent amounts owed to (by) the Funds for the derivative-related investments at December 31, 2024. These amounts may be collateralized by cash or financial instruments, segregated for the benefit of the
Funds or the counterparties, depending on whether the related contracts are in an appreciated or depreciated position at period end.
Amounts shown in the column labeled “Net Amount” represent the uncollateralized portions of these amounts at period end.
These amounts may be un-collateralized due to timing differences related to market movements or due to minimum thresholds for collateral
movement, as further described above under the caption “Accounting for Derivative Instruments”.
Gross Amounts Not Offset in the Statements of Financial Condition as of December 31, 2024
Fund
Amounts of
Recognized
Assets /
(Liabilities)
presented
in the
Statements of
Financial
Condition
Financial Instruments
for the
Benefit
of (the Funds) /
the
Counterparties
Cash
Collateral for
the Benefit of
(the Funds) /
the
Counterparties
Net Amount
-1x Short VIX Futures ETF
$ ( 3,655,035 )
$ -
$ -
$ ( 3,655,035 )
2x Long VIX Futures ETF
4,152,478
-
-
4,152,478
NOTE
5 – AGREEMENTS
Management
Fee
SVIX
pays the Sponsor a management fee (the “Management Fee”), monthly in arrears, in an amount equal to 1.35 % per annum
of its average daily net assets. UVIX pays the Sponsor a Management Fee, monthly in arrears, in an amount equal to 1.65 % per annum
of its average daily net assets. “Average daily net assets” is calculated by dividing the month-end net assets of each Fund
by the number of calendar days in such month.
No
other Management Fee is paid by the Funds. The Management Fee is paid in consideration of the Sponsor’s trading advisory services
and the other services provided to the Fund that the Sponsor pays directly.
From
November 1, 2022 to September 16, 2024, Penserra Capital Management LLC (“Penserra”) served as the Funds’
commodity sub-adviser. During the period in which Penserra served as the commodity sub-adviser, the Sponsor oversaw and paid
Penserra an annual sub-advisory fee of 0.20 % for its services as commodity sub-adviser, based on each Fund’s average daily net
assets (total assets of the Fund, minus the sum of its accrued liabilities) The Funds did not directly pay Penserra.
Non-Recurring
Fees and Expenses
Each
Fund pays all its non-recurring and unusual fees and expenses, if any, as determined by the Sponsor. Non-recurring and unusual fees and
expenses are fees and expenses that are unexpected or unusual in nature, such as legal claims and liabilities, litigation costs or indemnification
or other material expenses which are not currently anticipated obligations of the Funds.
The Administrator, Transfer Agent and Custodian
U.S. Bancorp Fund Services, LLC, doing business as U.S. Bank Global
Fund Services (“Fund Services”), an indirect subsidiary of U.S. Bancorp, serves as the Fund’s fund accountant, administrator
and transfer agent pursuant to certain fund accounting servicing, fund administration servicing and transfer agent servicing agreements.
U.S. Bank National Association, a subsidiary of U.S. Bancorp and parent company of Fund Services, intends to serve as the Fund’s
custodian pursuant to a custody agreement.
F- 34
The
Marketing Agent
Foreside
Fund Services, LLC (the “Marketing Agent”) serves as the Marketing Agent of the Funds. Its principal duties are: (i) to work
with the Transfer Agent to review and approve orders placed by Authorized Participants and transmitted to the Transfer Agent; (ii) maintain
copies of confirmations of Creation Unit creation and redemption order acceptances; (iii) maintain telephonic, facsimile and/or access
to direct computer communications links with the Transfer Agent; and (iv) review and approve, prior to use, all Trust marketing materials
for compliance with applicable SEC and FINRA advertising rules.
The
Marketing Agent retains all marketing materials separately for the Funds, at their offices located at Three Canal Plaza, Suite 100 Portland,
Maine 04101.
As
compensation for the services it provides, the Marketing Agent receives a fee from the Funds.
NOTE
6 – OFFERING COSTS
Offering
costs will be amortized by the Funds over a twelve month period on a straight-line basis beginning once the fund commences operations.
The Sponsor will not charge its Management Fee in the first year of operations of a Fund in an amount equal to the offering costs. Normal
and expected expenses incurred in connection with the continuous offering of Shares of a Fund after the commencement of its trading operations
will be paid by the Sponsor.
NOTE
7 – CREATION AND REDEMPTION OF CREATION UNITS
Each
Fund issues and redeems shares from time to time, but only in one or more Creation Units. A Creation Unit is a block of at least 10,000
Shares of a Fund. Creation Units may be created or redeemed only by Authorized Participants.
Except
when aggregated in Creation Units, the Shares are not redeemable securities. Retail investors, therefore, generally will not be able
to purchase or redeem Shares directly from or with a Fund. Rather, most retail investors will purchase or sell Shares in the secondary
market with the assistance of a broker. Thus, some of the information contained in these Notes to Financial Statements—such as
references to the Transaction Fees imposed on purchases and redemptions is not relevant to retail investors.
Transaction
Fees on Creation and Redemption Transactions
The
manner by which Creation Units are purchased or redeemed is governed by the terms of the Authorized Participant Agreement and Authorized
Participant Procedures Handbook. By placing a purchase order, an Authorized Participant agrees to: (1) deposit cash with the Custodian;
and (2) if permitted by the Sponsor in its sole discretion, enter into or arrange for an exchange of futures contract for related position
or block trade with the relevant fund whereby the Authorized Participant would also transfer to such Fund a number and type of exchange-traded
futures contracts at or near the closing settlement price for such contracts on the purchase order date.
Authorized Participants may pay a fee up to 0.03 %
of the value of each order they place with each order to create or redeem a Creation Unit in order to compensate the Administrator, the
Custodian and the Transfer Agent of each Fund and its Shares, for services in processing the creation and redemption of Creation Units
and to offset the costs of increasing or decreasing derivative positions, unless the transaction fee is waived or otherwise adjusted by
the Sponsor. The Sponsor provides such Authorized Participant with prompt notice in advance of any such waiver or adjustment of the transaction
fee. Authorized Participants may sell the Shares included in the Creation Units they purchase from the Funds to other investors in the
secondary market.
Transaction Fees for the year ended December 31, 2025 and
the period ended December 31, 2024:
Fund
Year Ended
December 31,
2025
Year Ended
December 31,
2024
-1x Short VIX Futures ETF
$
856,385
$
728,178
2x Long VIX Futures ETF
1,438,416
794,405
$
2,294,801
$
392,070
F- 35
NOTE
8 – FINANCIAL HIGHLIGHTS
Selected
data is for a Share outstanding throughout the year ended December 31, 2025 and December 31, 2024:
-1x Short VIX
Futures ETF
2x Long VIX
Futures ETF
-1x Short VIX
Futures ETF
2x Long VIX
Futures ETF
For the Year
Ended
For the Year
Ended
For the Year
Ended
For the Year
Ended
December 31,
2025
December 31,
2025
(6)
December 31,
2024
December 31,
2024 (6)
Net Asset Value, Beginning of Period
$ 25.39
$ 33.93
$ 37.78
$ 137.27
Net investment income (loss) (1)
0.03
( 0.02 )
0.13
( 0.03 )
Net Realized and Unrealized Gain (Loss) on Investments and Futures Contracts (2)
( 1.16 )
( 28.21 )
( 12.52 )
( 103.31 )
Net Increase (Decrease) in Net Asset Value Resulting from Operations
( 1.13 )
( 28.23 )
( 12.39 )
( 103.34 )
Net Asset Value, End of Period
$ 24.26
$ 5.70
$ 25.39
$ 33.93
Market Value Per Share, at December 31, 2025 and December 31, 2024 (3)
$ 24.23
$ 5.71
$ 25.37
$ 34.00
Total Return at Net Asset Value
- 4.45 %
- 83.21 %
- 32.80 %
- 75.28 %
Total Return at Market Value
- 4.49 %
- 83.21 %
- 32.76 %
- 75.24 %
Ratios to Average Net Assets: (4)
Expense ratio (5)
1.84 %
2.07 %
1.69 %
2.36 %
Net Investment Income (Loss)
0.19 %
- 0.15 %
0.40 %
- 0.52 %
(1) Net investment income (loss) per share represents net investment income (loss) divided by the daily average shares
of beneficial interest outstanding during the period.
(2) Due to timing of capital share transactions, per share amounts may not compare with amounts appearing elsewhere within these Financial Statements.
(3) Market values are determined at the close of the applicable primary listing exchange, which may be later than when the Funds’ net asset value is calculated.
(4) Percentages are not annualized for the periods ended December 31, 2025 and December 31, 2024.
(5) The expense ratio would be 1.84 % and 2.07 % respectively, for the year ended December 31, 2025 and 1.67 % and 2.36 % for the year ended December 31, 2024 if brokerage commissions and futures and futures account fees were excluded.
(6) For 2x Long VIX Futures ETF, financial highlights have been adjusted to reflect a 1: 10 reverse stock split occurring on January 15, 2025 as if it occurred at the commencement of operations.
See
accompanying notes to financial statements.
F- 36
NOTE
9 – RISK
Correlation
and Compounding Risk
The
Funds do not seek to achieve their stated investment objective over a period of time greater than a single day (as measured from NAV
calculation time to NAV calculation time). The return of a Fund for a period longer than a single day is the result of its return for
each day compounded over the period and usually will differ in amount and possibly even direction from the inverse (-1x) or two times
(2x) the return of the Fund’s benchmark for the period. A Fund will lose money if its benchmark performance is flat over time,
and it is possible for a Fund to lose money over time even if the performance of its benchmark increases in the case of UVIX (or decreases
in the case of SVIX), as a result of daily rebalancing, the benchmark’s volatility, compounding, and other factors. Compounding
is the cumulative effect of applying investment gains and losses and income to the principal amount invested over time. Gains or losses
experienced over a given period will increase or reduce the principal amount invested from which the subsequent period’s returns
are calculated. The effects of compounding will likely cause the performance of a Fund to differ from the Fund’s stated multiple
times the return of its benchmark for the same period. The effect of compounding becomes more pronounced as benchmark volatility and
holding period increase. The impact of compounding will impact each shareholder differently depending on the period of time an investment
in a Fund is held and the volatility of the benchmark during the holding period of an investment in the Fund. Longer holding periods,
higher benchmark volatility, inverse exposure and greater leverage each affect the impact of compounding on a Fund’s returns. Daily
compounding of a Fund’s investment returns can dramatically and adversely affect its longer-term performance during periods of
high volatility. Volatility may be at least as important to a Fund’s return for a period as the return of the Fund’s underlying
benchmark.
Each
Fund uses leverage and should produce daily returns that are more volatile than that of its benchmark. For example, the daily return
of UVIX should be approximately two times as volatile on a daily basis as is the return of a fund with an objective of matching the same
benchmark. The daily return of SVIX is designed to return the inverse (-1x) of the return that would be expected of a fund with an objective
of matching the same benchmark. The Funds are not appropriate for all investors and present significant risks not applicable to
other types of funds. The Funds use leverage and are riskier than similarly benchmarked exchange-traded funds that do not use
leverage. An investor should only consider an investment in a Fund if he or she understands the consequences of seeking daily leveraged
or daily inverse investment results. Shareholders who invest in the Funds should actively manage and monitor their investments, as frequently
as daily.
While
the Funds seek to meet their investment objectives, there is no guarantee they will do so. Factors that may affect a Fund’s ability
to meet its investment objective include: (1) the Sponsor’s ability to purchase and sell Financial Instruments in a manner that
correlates to a Fund’s objective; (2) an imperfect correlation between the performance of Financial Instruments held by a Fund
and the performance of the applicable benchmark; (3) bid-ask spreads on such Financial Instruments; (4) fees, expenses, transaction costs,
financing costs associated with the use of Financial Instruments and commission costs; (5) holding or trading instruments in a market
that has become illiquid or disrupted; (6) a Fund’s Share prices being rounded to the nearest cent and/or valuation methodology;
(7) changes to a benchmark Index that are not disseminated in advance; (8) the need to conform a Fund’s portfolio holdings to comply
with investment restrictions or policies or regulatory or tax law requirements; (9) early and unanticipated closings of the markets on
which the holdings of a Fund trade, resulting in the inability of the Fund to execute intended portfolio transactions; (10) accounting
standards; and (11) differences caused by a Fund obtaining exposure to only a representative sample of the components of a benchmark,
over weighting or under weighting certain components of a benchmark or obtaining exposure to assets that are not included in a benchmark.
F- 37
A
number of factors may affect a Fund’s ability to achieve a high degree of correlation with its benchmark, and there can be no guarantee
that a Fund will achieve a high degree of correlation. Failure to achieve a high degree of correlation may prevent a Fund from achieving
its investment objective. In order to achieve a high degree of correlation with their underlying benchmarks, the Funds seek to rebalance
their portfolios daily to keep exposure consistent with their investment objectives. Being materially under- or over-exposed to the benchmark
may prevent such Funds from achieving a high degree of correlation with such benchmark. Market disruptions or closure, large amounts
of assets into or out of the Funds, regulatory restrictions, extreme market volatility, and other factors will adversely affect such
Funds’ ability to adjust exposure to requisite levels. The target amount of portfolio exposure is impacted dynamically by the benchmarks’
movements during each day. Other things being equal, more significant movement in the value of its benchmark up or down will require
more significant adjustments to a Fund’s portfolio. Because of this, it is unlikely that the Funds will be perfectly exposed (i.e.,
--1x, -2x, as applicable) to its benchmark at the end of each day, and the likelihood of being materially under- or over-exposed is higher
on days when the benchmark levels are volatile near the close of the trading day.
Each
Fund seeks to rebalance its portfolio on a daily basis. The time and manner in which a Fund rebalances its portfolio may vary from day
to day depending upon market conditions and other circumstances at the discretion of the Sponsor. Unlike other funds that do not rebalance
their portfolios as frequently, each Fund may be subject to increased trading costs associated with daily portfolio rebalancing in order
to maintain appropriate exposure to the underlying benchmarks.
Counterparty
Risk
Each
Fund may use derivatives such as swap agreements and forward contracts (collectively referred to herein as “derivatives”)
in the manner described herein as a means to achieve their respective investment objectives. The use of derivatives by a Fund exposes
the Fund to counterparty risks.
Regulatory
Treatment
Derivatives
are generally traded in OTC markets and have only recently become subject to comprehensive regulation in the United States. Cash-settled
forwards are generally regulated as “swaps”, whereas physically settled forwards are generally not subject to regulation
(in the case of commodities other than currencies) or subject to the federal securities laws (in the case of securities). Title VII of
the Dodd-Frank Act (“Title VII”) created a regulatory regime for derivatives, with the CFTC responsible for the regulation
of swaps and the SEC responsible for the regulation of “security-based swaps.” The SEC requirements have largely yet to be
made effective, but the CFTC requirements are largely in place. The CFTC requirements have included rules for some of the types of transactions
in which the Funds will engage, including mandatory clearing and exchange trading, reporting, and margin for OTC swaps. Title VII also
created new categories of regulated market participants, such as “swap dealers,” “security-based swap dealers,”
“major swap participants,” and “major security-based swap participants” who are, or will be, subject to significant
new capital, registration, recordkeeping, reporting, disclosure, business conduct and other regulatory requirements. The regulatory requirements
under Title VII continue to be developed and there may be further modifications that could materially and adversely impact the Funds,
the markets in which a Fund trades and the counterparties with which the Fund engages in transactions.
As
noted, the CFTC rules may not apply to all of the swap agreements and forward contracts entered into by the Funds. Investors, therefore,
may not receive the protection of CFTC regulation or the statutory scheme of the Commodity Exchange Act (the “CEA”) in connection
with each Fund’s swap agreements or forward contracts. The lack of regulation in these markets could expose investors to significant
losses under certain circumstances, including in the event of trading abuses or financial failure by participants.
Counterparty
Credit Risk
The
Funds will be subject to the credit risk of the counterparties to the derivatives. In the case of cleared derivatives, the Funds will
have credit risk to the clearing corporation in a similar manner as the Funds would for futures contracts. In the case of OTC derivatives,
the Funds will be subject to the credit risk of the counterparty to the transaction – typically a single bank or financial institution.
As a result, a Fund is subject to increased credit risk with respect to the amount it expects to receive from counterparties to OTC derivatives
entered into as part of that Fund’s principal investment strategy. If a counterparty becomes bankrupt or otherwise fails to perform
its obligations due to financial difficulties, a Fund could suffer significant losses on these contracts and the value of an investor’s
investment in a Fund may decline.
The
Funds have sought to mitigate these risks by generally requiring that the counterparties for each Fund agree to post collateral for the
benefit of the Fund, marked to market daily, subject to certain minimum thresholds. However, there are no limitations on the percentage
of assets each Fund may invest in swap agreements or forward contracts with a particular counterparty. To the extent any such collateral
is insufficient or there are delays in accessing the collateral, the Funds will be exposed to counterparty risk as described above, including
possible delays in recovering amounts as a result of bankruptcy proceedings. The Funds typically enter into transactions only with major
global financial institutions.
F- 38
OTC
derivatives of the type that may be utilized by the Funds are generally less liquid than futures contracts because they are not traded
on an exchange, do not have uniform terms and conditions, and are generally entered into based upon the creditworthiness of the parties
and the availability of credit support, such as collateral, and in general, are not transferable without the consent of the counterparty.
These agreements contain various conditions, events of default, termination events, covenants and representations. The triggering of
certain events or the default on certain terms of the agreement could allow a party to terminate a transaction under the agreement and
request immediate payment in an amount equal to the net positions owed to the party under the agreement. For example, if the level of
the Fund’s benchmark has a dramatic intraday move that would cause a material decline in the Fund’s NAV, the terms of the
swap may permit the counterparty to immediately close out the transaction with the Fund. In that event, it may not be possible for the
Fund to enter into another swap or to invest in other Financial Instruments necessary to achieve the desired exposure consistent with
the Fund’s objective. This, in turn, may prevent the Fund from achieving its investment objective, particularly if the level of
the Fund’s benchmark reverses all or part of its intraday move by the end of the day.
In
addition, cleared derivatives benefit from daily marking-to-market and settlement, and segregation and minimum capital requirements applicable
to intermediaries. To the extent the Fund enters into cleared swap transactions, the Fund will deposit collateral with a FCM in cleared
swaps customer accounts, which are required by CFTC regulations to be separate from its proprietary collateral posted for cleared swaps
transactions. Cleared swap customer collateral is subject to regulations that closely parallel the regulations governing customer segregated
funds for futures transactions but provide certain additional protections to cleared swaps collateral in the event of a clearing broker
or clearing broker customer default. For example, in the event of a default of both the clearing broker and a customer of the clearing
broker, a clearing house is only permitted to access the cleared swaps collateral in the legally separate (but operationally comingled)
account of the defaulting cleared swap customer of the clearing broker, as opposed to the treatment of customer segregated funds, under
which the clearing house may access all of the commingled customer segregated funds of a defaulting clearing broker. Derivatives entered
into directly between two counterparties do not necessarily benefit from such protections, particularly if entered into with an entity
that is not registered as a “swap dealer” with the CFTC. This exposes the Funds to the risk that a counterparty will not
settle a transaction in accordance with its terms and conditions because of a dispute over the terms of the contract (whether or not
bona fide) or because of a credit or liquidity problem, thus causing the Funds to suffer a loss.
The
Sponsor regularly reviews the performance of its counterparties for, among other things, creditworthiness and execution quality. In addition,
the Sponsor periodically considers the addition of new counterparties and the counterparties used by a Fund may change at any time. Each
day, the Funds disclose their portfolio holdings as of the prior Business Day. Each Fund’s portfolio holdings identifies its counterparties,
as applicable. This portfolio holdings information may be accessed through the web on the Sponsor’s website at www.volatilityshares.com.
Each
counterparty and/or any of its affiliates may be an Authorized Participant or shareholder of a Fund, subject to applicable law.
The
counterparty risk for cleared derivatives transactions is generally lower than for OTC derivatives. Once a transaction is cleared, the
clearing organization is substituted and is a Fund’s counterparty on the derivative. The clearing organization guarantees the performance
of the other side of the derivative. Nevertheless, some risk remains, as there is no assurance that the clearing organization, or its
members, will satisfy its obligations to a Fund.
Leverage
Risk
The
Funds may utilize leverage in seeking to achieve their respective investment objectives and will lose more money in market environments
adverse to their respective daily investment objectives than funds that do not employ leverage. The use of leveraged and/or inverse leveraged
positions increases the risk of total loss of an investor’s investment, even over periods as short as a single day.
For
example, because UVIX includes a two times (2x) multiplier, a single-day movement in the relevant benchmark approaching 50% at any point
in the day could result in the total loss or almost total loss of an investor’s investment if that movement is contrary to the
investment objective of the Fund in which an investor has invested, even if such Fund’s benchmark subsequently moves in an opposite
direction, eliminating all or a portion of the movement. This would be the case with downward single-day or intraday movements in the
underlying benchmark of a Fund or upward single-day or intraday movements in the benchmark of a Fund, even if the underlying benchmark
maintains a level greater than zero at all times.
Liquidity
Risk
Financial
Instruments cannot always be liquidated at the desired price. It is difficult to execute a trade at a specific price when there is a
relatively small volume of buy and sell orders in a market. A market disruption can also make it difficult to liquidate a position or
find a swap or forward contract counterparty at a reasonable cost. Market illiquidity may cause losses for the Funds. The large size
of the positions which the Funds may acquire increases the risk of illiquidity by both making their positions more difficult to liquidate
and increasing the losses incurred while trying to do so. Any type of disruption or illiquidity will potentially be exacerbated due to
the fact that the Funds will typically invest in Financial Instruments related to one benchmark, which in many cases is highly concentrated.
F- 39
“Contango”
and “Backwardation” Risk
The
Funds typically hold futures contracts. As the futures contracts near expiration, they are generally replaced by contracts that have
a later expiration. Thus, for example, a contract purchased and held in November 2019 may specify a January 2020 expiration. As that
contract nears expiration, it may be replaced by selling the January 2020 contract and purchasing the contract expiring in March 2020.
This process is referred to as “rolling.” Rolling may have a positive or negative impact on performance. For example, historically,
the prices of certain types of futures contracts have frequently been higher for contracts with shorter-term expirations than for contracts
with longer-term expirations, which is referred to as “backwardation.” In these circumstances, absent other factors, the
sale of the January 2020 contract would take place at a price that is higher than the price at which the March 2020 contract is purchased,
thereby creating a gain in connection with rolling. While certain types of futures contracts have historically exhibited consistent periods
of backwardation, backwardation will likely not exist in these markets at all times.
Since
the introduction of VIX futures contracts, there have frequently been periods where VIX futures prices reflect higher expected volatility
levels further out in time. This can result in a loss from “rolling” the VIX futures to maintain the constant weighted average
maturity of the applicable Fund benchmark. Losses from exchanging a lower priced VIX future for a higher priced longer-term future in
the rolling process could adversely affect the value of a Fund and, accordingly, decrease the return of a Fund.
Natural
Disaster/Epidemic Risk
Natural
or environmental disasters, such as earthquakes, fires, floods, hurricanes, tsunamis and other severe weather-related phenomena generally,
and widespread disease, including pandemics and epidemics (for example, the novel coronavirus COVID-19), have been and can be highly
disruptive to economies and markets and have recently led, and may continue to lead, to increased market volatility and significant market
losses. Such natural disaster and health crises could exacerbate political, social, and economic risks previously mentioned, and result
in significant breakdowns, delays, shutdowns, social isolation, and other disruptions to important global, local and regional supply
chains affected, with potential corresponding results on the operating performance of the Funds and their investments. A climate of uncertainty
and panic, including the contagion of infectious viruses or diseases, may adversely affect global, regional, and local economies and
reduce the availability of potential investment opportunities, and increases the difficulty of performing due diligence and modeling
market conditions, potentially reducing the accuracy of financial projections. Under these circumstances, the Funds may have difficulty
achieving their investment objectives which may adversely impact performance. Further, such events can be highly disruptive to economies
and markets, significantly disrupt the operations of individual companies (including, but not limited to, the Funds’ Sponsor and
third party service providers), sectors, industries, markets, securities and commodity exchanges, currencies, interest and inflation
rates, credit ratings, investor sentiment, and other factors affecting the value of the Funds’ investments. These factors can cause
substantial market volatility, exchange trading suspensions and closures and can impact the ability of the Funds to complete redemptions
and otherwise affect Fund performance and Fund trading in the secondary market. A widespread crisis may also affect the global economy
in ways that cannot necessarily be foreseen at the current time. How long such events will last and whether they will continue or recur
cannot be predicted. Impacts from these events could have significant impact on a Fund’s performance, resulting in losses to your
investment.
Risk
that Current Assumptions and Expectations Could Become Outdated As a Result of Global Economic Shocks
The
onset of the novel coronavirus (COVID-19) has caused significant shocks to global financial markets and economies, with many governments
taking extreme actions to slow and contain the spread of COVID-19. These actions have had, and likely will continue to have, a severe
economic impact on global economies as economic activity in some instances has essentially ceased. Financial markets across the globe
are experiencing severe distress at least equal to what was experienced during the global financial crisis in 2008. In March 2020, U.S.
equity markets entered a bear market in the fastest such move in the history of U.S. financial markets. Contemporaneous with the onset
of the COVID-19 pandemic in the US, oil experienced shocks to supply and demand, impacting the price and volatility of oil. The global
economic shocks being experienced as of the date hereof may cause the underlying assumptions and expectations of the Funds to become
outdated quickly or inaccurate, resulting in significant losses.
NOTE
10 – SUBSEQUENT EVENTS
In
preparing these financial statements, management has evaluated Fund related events and transactions for potential recognition or disclosure
through the date the financial statements were issued. There were no other events or translations that occurred during the year that
materially impacted the amounts or disclosures in the Funds’ financial statements.
F- 40