PRELIMINARY PROSPECTUS
SUBJECT TO COMPLETION
March 2, 2026
THE INFORMATION IN THIS PROSPECTUS IS NOT COMPLETE AND MAY BE CHANGED. WE MAY NOT SELL THESE SECURITIES UNTIL THE REGISTRATION STATEMENT FILED WITH THE SECURITIES AND EXCHANGE COMMISSION IS EFFECTIVE. THIS PROSPECTUS IS NOT AN OFFER TO SELL THESE SECURITIES AND IS NOT SOLICITING AN OFFER TO BUY THESE SECURITIES IN ANY STATE WHERE THE OFFER OR SALE IS NOT PERMITTED.
Inside Ownership 100 ETF
listed on []
Ticker: [ ]
PROSPECTUS
May [ ], 2026
The U.S. Securities and Exchange Commission ("SEC") has not approved or disapproved these securities or passed upon the accuracy or adequacy of this Prospectus. Any representation to the contrary is a criminal offense.
TABLE OF CONTENTS
The Inside Ownership 100 ETF (the "Fund") seeks to track the performance, before fees and expenses, of the Inside Ownership 100 Index (the "Index").
The table below describes the fees and expenses that you may pay if you buy, hold, and sell shares of the Fund ("Shares"). You may pay other possible fees, such as your broker-dealer's brokerage commissions and any other fees from financial intermediaries, which are not reflected in the table and Example below.
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Annual Fund Operating Expenses (1) (expenses that you pay each year as a percentage of the value of your investment) |
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Management Fee |
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Distribution and/or Service (12b-1) Fees |
[ ] |
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Other Expenses(2) |
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Total Annual Fund Operating Expenses |
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(1) |
Under the unitary fee arrangement, Corgi Strategies, LLC (the "Adviser"), or any sub-adviser it engages, will bear substantially all of the Fund's ordinary operating expenses, except for: advisory fees; interest on borrowings for investment purposes; dividends and other expenses on securities sold short; taxes; brokerage commissions and other costs of purchasing and selling portfolio securities and other investment instruments; acquired fund fees and expenses; accrued deferred tax liability; any distribution fees and expenses paid under a Rule 12b-1 plan adopted pursuant to the Investment Company Act of 1940, as amended (the "1940 Act"); litigation expenses; and other non-routine or extraordinary expenses. |
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(2) |
Based on estimated amounts for the current fiscal year. |
This Example is designed to help you compare shareholder costs across funds. It assumes a $10,000 investment held for the periods shown and a full redemption at the end of each period, with a 5% annual return and unchanged operating expenses. Brokerage commissions you may pay when buying or selling Shares are not included. Your actual expenses may differ; based on these assumptions, your costs would be as shown.
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1 Year |
3 Years |
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$[] |
$[] |
When the Fund buys and sells securities and derivatives, it incurs trading costs such as brokerage commissions. Greater trading activity (often called portfolio turnover) generally means higher trading expenses and, in taxable accounts, may result in larger taxable distributions. These amounts are not included in Total Annual Fund Operating Expenses or in the Expense Example and will reduce the Fund's returns. Because the Fund is newly formed, a portfolio turnover rate is not yet available.
The Fund is an exchange-traded fund ("ETF") that uses a passive management (or indexing) approach to seek to track the performance, before fees and expenses, of the Inside Ownership 100 Index (the "Index"). The Index measures the performance of shares owned by insiders as a group and, using the S&P 500® as the eligible universe filter, selects and weights the 100 companies with the highest "inside ownership" value (subject to an insider-shares cap) and rebalances quarterly.
The Index is the property of Inside Ownership Index Inc. (the "Index Owner" or "Index Sponsor"), which is responsible for the Index methodology (including selection criteria, constituent determination, and weighting methodology).
Inside Ownership Index Inc. has contracted with S&P Opco, LLC (a subsidiary of S&P Dow Jones Indices LLC) to calculate and maintain the Index, and S&P Dow Jones Indices acts as the calculation agent.
The Index
I. Eligible
Universe
The Index's eligible universe
consists of the S&P 500® universe (i.e., the
constituents of the S&P 500®, as determined by S&P
Dow Jones Indices) and is intended to provide exposure to U.S. companies meeting
the S&P 500's market-cap and eligibility standards. S&P
500® eligibility standards generally include, among other
criteria, market-cap thresholds, liquidity, and financial
viability/profitability requirements.
II.
Constituent Selection
From the S&P
500® universe, the Index identifies and ranks companies
based on the value of shares owned by insiders. Specifically, the Index
determines the number of shares owned by insiders as reported in each company's
DEF 14A proxy filing, applies a cap such that insider shares used in the
calculation are limited to a maximum of 5% of total shares outstanding, and then
multiplies that capped insider share count by the company's share price to
compute the "value" used for selection and weighting. On a quarterly basis, the
Index selects the 100 companies with the highest "value" as calculated above
(the "Constituents").
III.
Weighting
Constituents are initially
weighted proportionally based on the value of insider ownership (i.e., the
capped insider share amount multiplied by share price), such that issuers with
larger insider ownership receive higher weights in the Index. For purposes of
the insider-ownership calculation, total insider shares are capped at 5% of
total shares outstanding, which the Index Sponsor describes as intended to
reduce over-concentration risk and to comply with U.S. tax law for passive
indexing. If the initial proportional weights would result in any single
constituent representing more than 24% of the Index, or if the aggregate weight
of constituents representing more than 4.9% of the Index would exceed 49%, the
Index applies a rules-based, mathematical concentration reduction process. This
process proportionally scales the insider-ownership value inputs across all
constituents and reweights the Index on a pro rata basis until the applicable
concentration constraints are satisfied. The process is applied uniformly,
without discretion, does not alter constituent selection or rank order, and does
not result in the addition or removal of constituents.
IV.
Rebalancing
The Index is reconstituted and
rebalanced quarterly. At each quarterly rebalance, insider share data (sourced
from DEF 14A proxy filings) is refreshed, the Index identifies the 100 companies
with the highest value under the methodology, and weights are reset
proportionally across the Constituents, subject to the concentration reduction
process described above, if applicable.
Index
Administration
Index Sponsor: Inside
Ownership Index Inc.
Calculation Agent: S&P Dow Jones Indices (via
S&P Opco, LLC arrangement).
Bloomberg Ticker: INSIDER
Return Type:
Total Return
Launch Date: November 26, 2024
The Fund seeks to achieve its investment objective by obtaining exposure to the Index primarily through (i) direct holdings of some or all of the equity securities included in the Index and/or (ii) the use of financial instruments (such as swap contracts) that provide economic exposure to one or more Index constituents. The Fund may also hold cash and short-term U.S. government securities (and/or other cash equivalents) for liquidity, collateral, and portfolio management purposes.
Under normal market conditions, the Fund will invest at least 80% of its net assets, plus any borrowings for investment purposes, in Inside Ownership company equities included in the Index and/or in financial instruments that collectively provide exposure to Inside Ownership companies represented in the Index.
The Fund may use a replication approach or, when full replication is not practical, a representative sampling approach. In either case, the Fund seeks aggregate characteristics (including risk and return) that are consistent with its objective.
If the Index concentrates in a particular industry or group of industries, the Fund will concentrate its investments to approximately the same extent. The Fund is classified as non-diversified under the Investment Company Act of 1940.
The principal risks are presented below in order of importance as determined by the Adviser, with the most significant risks appearing first. Each risk described below is considered a "principal risk" of investing in the Fund, regardless of its order. As with any investment, you could lose all or part of your investment. Any of these risks could adversely affect the Fund's net asset value ("NAV"), market price, yield, total return, and/or its ability to achieve its objective.
AP and Market Maker Dependence Risk. The Fund relies on a limited number of authorized participants ("APs") and market makers to create, redeem, and provide liquidity in Shares. If these firms curtail or cease their activities and others do not step in, Shares may trade at significant premiums/discounts to NAV, experience wider bid-ask spreads, or be subject to trading halts or delisting.
Premium/Discount to NAV Risk. Shares trade at market prices that may be above (premium) or below (discount) NAV, particularly when market volatility is elevated, trading volume is limited, or the Index/portfolio experiences disruptions.
Index Calculation & Methodology Risk. The Index may be calculated incorrectly or the methodology may be misapplied due to errors, delays, or omissions in data, corporate action processing, or the application of Index rules. Such issues may cause unintended inclusions or exclusions, inaccurate weights, or delayed implementation of Index changes and, until corrected, may cause the Fund to deviate from its intended exposures and from the Index's published values.
Unaffiliated Index Owner Risk. The Index is owned and maintained by an unaffiliated third party (the Index Owner). The Adviser has no control over the Index methodology or the Index Owner's determinations, including how the methodology is interpreted or applied to corporate actions, data questions, or constituent eligibility. Decisions, changes, or failures by the Index Owner may adversely affect the Index and, in turn, the Fund.
Tracking Difference and Tracking Error Risk. The Fund's results may differ from those of the Index for various reasons. The Fund bears operating expenses and portfolio transaction costs that the Index does not. The Fund may not be fully invested in Index constituents at all times, may hold securities not included in the Index, and may experience timing differences, cash holdings, corporate actions, tax considerations, or fair-value pricing that contribute to tracking difference.
Operational and Cybersecurity Risk. The Fund and its service providers rely on complex processes and technology. Human error, processing or communication failures, cyber incidents, or disruptions at counterparties and other third parties could impair operations, result in financial loss, or hinder the Fund's ability to meet its objective.
Passive Strategy Risk. The Fund seeks to track the Index and, under normal circumstances, does not take temporary defensive positions. Performance may deviate from broad market returns or active strategies; the Fund will not attempt to mitigate declines in the Index.
Concentration in Inside Ownership Companies Risk. Because the Index selects and weights companies based on the value of shares owned by insiders, the Fund will be concentrated in companies with higher levels of insider ownership and may be more exposed to risks associated with concentrated insider influence or control. These companies may present heightened governance risks (including conflicts of interest and related-party transactions), key-person and succession risks, and decision-making that may not align with the interests of other shareholders. The insider-ownership screen also narrows the investable universe, which may cause the Fund's performance to differ, positively or negatively, from broader equity markets and increase volatility.
Sector/Industry Focus Risk. Inside Ownership issuers may cluster in particular sectors or industries. If the Index becomes concentrated in any sector(s), the Fund will reflect that concentration and may be more sensitive to sector-specific developments than a more diversified approach.
Third-Party Data Risk. The Index relies on third-party data (e.g., prices, shares outstanding/free float, classifications, and corporate actions) and is calculated by S&P Dow Jones Indices (the "Index Calculator") based on rules owned and set by Inside Ownership Index Inc. (the "Index Owner"). Errors, delays, or misapplications by data vendors, the Index Owner, or the Index Calculator may cause incorrect constituents/weights or delayed changes, which could cause the Fund to deviate from the Index and its published values. If required data licenses are unavailable or revoked, or fees materially increase, Index calculation or dissemination may be interrupted or terminated on short notice.
Non-Diversified Fund Risk. As a non-diversified fund under the Investment Company Act of 1940, the Fund may invest a larger portion of assets in fewer issuers than a diversified fund. Losses in a single issuer could have a proportionately greater adverse effect on the Fund's performance.
New Fund Risk. The Fund is newly organized and has limited or no operating history. It may take time to attract assets, build secondary-market liquidity, and achieve efficient index tracking.
New Adviser Risk. The Adviser is both a newly registered investment adviser and has limited experience managing a registered fund. As a result, there is no long-term track record against which an investor may judge the Adviser and it is possible the Adviser may not achieve the Fund's intended investment objective.
Large-Capitalization Companies Risk. Large-cap issuers can be slower to adapt to competitive or technological shifts and, in some environments, may underperform smaller companies that are more nimble.
Brokerage Commissions and Bid-Ask Spread Risk. Investors transacting in the secondary market will pay brokerage commissions and may bear costs associated with the bid-ask spread. These costs tend to rise when trading volume is low or markets are stressed and can materially reduce investment results, especially for frequent or small transactions.
Swap Agreements and Other Derivatives Risk. To the extent the Fund uses derivatives (e.g., total return swaps) to obtain exposure or for portfolio management, it is subject to counterparty, liquidity, valuation, leverage, and correlation risks. Derivatives can be more volatile than direct holdings and may increase exposure to certain market risks.
Because the Fund has not completed a full calendar year of operations as of the date of this Prospectus, performance information is not presented. After the Fund has a full calendar year of results, this section will include a calendar-year bar chart and a table of average annual total returns, which will help illustrate the variability of returns over time and will compare the Fund's results with those of the Index and a broad-based securities market index. Past performance (before and after taxes) is not a guarantee of future results. Once available, updated performance information will be posted on the Fund's website at www.corgifunds.com.
Investment Adviser: Corgi Strategies, LLC serves as investment adviser to the Fund.
Investment Sub-Adviser: [] serves as investment sub-adviser to the Fund.
Portfolio Managers: The individual primarily responsible for the day-to-day management of the Fund is [], Portfolio Manager for the Adviser; who has been a portfolio manager of the Fund since 2026.
Purchase and Sale of Shares
The Fund issues and redeems shares only in large blocks
called "Creation Units" at NAV next determined after an order is accepted. Only
authorized participants ("APs") may transact in Creation Units directly with the
Fund. Creation Units are generally issued and redeemed in exchange for a basket
of securities and/or cash; the Fund may, in its discretion, permit or require
all-cash creations or redemptions.
Individual Shares are listed for
trading on [] (the "Exchange") and may be bought or sold in the secondary market
at market prices rather than at NAV. Market prices may be above (premium to) or
below (discount to) NAV. Investors trading on an exchange will pay brokerage
commissions and may be affected by the bid-ask spread.
As available,
information required by Rule 6c-11 (including the Fund's NAV, market price,
historical premiums/discounts, and median bid-ask spread) will be posted on the
Fund's website at www.corgifunds.com.
Fund distributions are generally taxable to shareholders as ordinary income, qualified dividend income, and/or capital gains (or some combination), unless shares are held through an individual retirement account ("IRA") or other tax-advantaged arrangement, in which case taxes may be due upon withdrawal. Your tax treatment may vary; consult your tax adviser about your particular circumstances.
If you purchase Shares through a financial intermediary (e.g., a broker-dealer or bank), the Adviser or its affiliates may, from their own resources, compensate the intermediary for activities related to the distribution, marketing, promotion, or sale of Shares, or for shareholder and educational support. These payments may create a conflict of interest by incentivizing the intermediary or its personnel to recommend the Fund over other investments. Such payments are not made by the Fund and do not increase the expenses paid by the Fund. Ask your salesperson or visit your intermediary's website for more information.
The Inside Ownership 100 ETF (the "Fund") seeks to track the performance, before fees and expenses, of the Inside Ownership 100 Index (the "Index").
An investment objective is fundamental if it cannot be changed without the approval of a "majority of the outstanding voting securities" (as defined in the Investment Company Act of 1940). The Fund's investment objective is not fundamental and may be changed by the Board of Trustees (the "Board") of Corgi ETF Trust I (the "Trust") upon 60 days' prior written notice to shareholders.
The Fund's policy to invest, under normal market conditions, at least 80% of its net assets (plus any borrowings for investment purposes) in equity securities of companies included in the Inside Ownership 100 Index (and/or, to a lesser extent, in other financial instruments that provide economic exposure to such companies) is non-fundamental and may be changed by the Board upon 60 days' prior written notice to shareholders. For purposes of this 80% policy, the Fund will measure compliance based on the value of its investments, including the value of derivatives, if any, in a manner consistent with Rule 35d-1.
The Index is owned by Inside Ownership Index Inc. (the "Index Owner") and is licensed for use by the Fund. Because the Adviser is not affiliated with the Index Owner, the Adviser has no ability to control the Index methodology, constituent selection, or index maintenance, and the Index Owner (and its agents) may make determinations, changes, or updates that could adversely affect the Fund.
S&P Dow Jones Indices LLC (the "Index Calculator") acts as the calculation agent and provides index maintenance and index dissemination services (including through a dissemination agent) for the Index.
In summary, the Inside Ownership 100 Index ("IO 100") uses the S&P 500® as the initial universe and then selects and weights constituents based on the value of outstanding shares owned by insiders (generally giving higher weight to companies with greater insider ownership). For this calculation, insider shares are capped at 5% of total shares outstanding, and the capped insider share amount is multiplied by the company's share price to determine the "value" used for selection and weighting. On a quarterly basis, the IO 100 selects the top 100 companies by this value and initially weights the Index proportionally across those constituents. If the initial proportional weights would result in any single constituent representing more than 24% of the Index, or if the aggregate weight of constituents representing more than 4.9% of the Index would exceed 49%, the Index applies a rules-based, multi-step concentration reduction process that adjusts the insider-ownership value inputs and then reweights proportionally until these constraints are satisfied. This process is applied iteratively and does not change the rank order of constituents determined under the selection methodology.
The Index is reconstituted and rebalanced quarterly after the close on the third Friday of March, June, September, and December, with changes effective on the next trading day (each, a "Rebalance Day").
The Fund employs [] (the "Sub-Adviser") as sub-adviser. The Adviser retains overall responsibility, under Board oversight, for the selection, supervision, evaluation, and termination of the sub-adviser. Any sub-advisory fees are paid by the Adviser and not by the Fund. If the Adviser seeks to hire, replace, or materially amend any agreement with an unaffiliated sub-adviser without shareholder approval, it will do so only as permitted by an SEC exemptive order and subject to Board approval. The Fund will provide any required shareholder notices.
The principal risks of investing in the Funds are listed below. Each risk summarized below is regarded as a "principal risk" of investing in at least one Fund, regardless of the order in which it appears. Investing involves risk, including the possible loss of principal. Any of the risks described can adversely affect a Fund's NAV, market price, income, or total return. Some or all of these risks may adversely affect a Fund's NAV per share price, yield, total return, and/or a Fund's ability to achieve its objective.
Equity Market Risk. Common stocks generally carry more risk than preferred stock or debt because common shareholders are lower in the capital structure. Equity holdings may experience significant price volatility such as sharp, unexpected declines or extended downturns due to broad market conditions or developments specific to an issuer, industry, or sector held by the Fund.
ETF Risks. The Fund is an exchange-traded fund ("ETF") and is subject to risks associated with ETF structure, including those described below under "Authorized Participants, Market Makers, and Liquidity Providers Concentration Risk," "Costs of Buying or Selling Shares," "Shares May Trade at Prices Other Than NAV," and "Trading."
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Authorized Participants, Market Makers, and Liquidity Providers Concentration Risk. The Fund relies on a limited number of financial institutions that are authorized to purchase and redeem Creation Units directly with the Fund (each, an Authorized Participant or AP). There may also be a limited number of market makers and other liquidity providers active in Shares. If (i) APs exit the business, become unable to process creation and/or redemption orders, and no other APs step in, or (ii) market makers and/or other liquidity providers leave the market or materially scale back their activity and no replacements emerge, Shares may trade at a material discount to NAV and, in extreme cases, could face delisting. |
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Costs of Buying or Selling Shares. Investors who trade Shares in the secondary market will pay brokerage commissions or other charges set by their broker. Commissions are often fixed amounts and can be a significant proportional cost for investors transacting in small sizes. Secondary-market investors also bear the bid-ask spread. The spread varies over time with trading volume and market liquidity; generally narrower when trading volume and liquidity are higher and wider when they are lower. A relatively small investor base, sizable asset flows into or out of the Fund, and/or periods of elevated market volatility may widen spreads. Because commissions and spreads add to trading costs, frequent trading of Shares can materially reduce returns and may be inadvisable for investors who expect to make regular, small purchases or sales. |
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Shares May Trade at Prices Other Than NAV. As with all ETFs, Shares trade on an exchange at market prices that may differ from the Fund's NAV. At times, Shares may trade at an intraday premium (above NAV) or discount (below NAV) due to supply and demand for Shares or during volatile markets. This risk can be heightened in periods of market stress, sharp market declines, or when secondary-market trading activity in Shares is limited, in which case premiums or discounts may be significant. |
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Trading. Although Shares are listed for trading on [] (the "Exchange") and may trade on other U.S. exchanges, there is no assurance that Shares will trade with active volume, or trade at all, on any exchange. In stressed market conditions, the liquidity of Shares and the liquidity of the Fund's portfolio holdings may deteriorate. |
Index Calculation & Methodology Risk. Mistakes in index data, calculations, or application of the methodology can occur and may not be promptly remedied, which can affect the Fund. Errors, delays, or methodology misapplications (such as in classifying Inside Ownership status, share counts, corporate actions, or float adjustments) may cause unintended inclusions/exclusions or inaccurate weights until corrected. Under the Index Calculation Agreement, S&P Dow Jones Indices is engaged solely to calculate, maintain, and disseminate Index Levels in line with the methodology provided by the Index Owner; in cases not covered or not clearly regulated by the methodology, the Index Owner and S&P Dow Jones Indices consult to agree on treatment, and S&P Dow Jones Indices may, if guidance is not timely available, implement adjustments in its commercially reasonable judgment.
General Market Risk. Global economies and financial markets are increasingly interconnected, which raises the likelihood that events or conditions in one country or region will adversely affect markets or issuers elsewhere. Securities held by the Fund may underperform the broader markets, a particular market segment, or other asset classes due to factors that can include inflation (or expectations of inflation), interest-rate changes, shifts in global demand for products or resources, natural disasters or other major events, public-health emergencies, terrorism, regulatory developments, and governmental controls.
Market Capitalization Risk. Securities of large-capitalization companies may be relatively mature compared to smaller firms and therefore may exhibit slower growth during economic expansions. Large-capitalization companies may also be less agile in responding to new competitive challenges, including technological change and evolving consumer preferences.
Market Events Risk. Financial markets can be volatile, and security prices can move substantially based on business cycles, interest-rate shifts, inflation or deflation views, perceived credit risk, and prevailing market liquidity, among other influences. In addition, the value of the Fund's investments may be negatively affected by the occurrence of global events. Global shocks, such as wars, terrorism, environmental or natural disasters, political instability, and epidemics or pandemics, as well as sanctions and trade restrictions (including those tied to recent conflicts in Eastern Europe and the Middle East) have increased market volatility and could continue to do so, affecting regional and global economies and certain securities.
New Fund Risk. The Fund is newly organized and has limited or no operating history. As a result, prospective investors do not have a performance record on which to base their investment decisions. The Fund may require time to attract assets, develop secondary-market liquidity, and achieve efficient index tracking.
New Adviser Risk. The Adviser is both a newly registered investment adviser and has limited experience managing a registered fund. As a result, there is no long-term track record against which an investor may judge the Adviser, and the Adviser's management of the Fund may not be successful.
Non-Diversification Risk. Because the Fund is "non-diversified," it may invest a greater percentage of its assets in the securities of a single issuer or a smaller number of issuers than if it were diversified. Consequently, weakness in one issuer or in a small group of issuers can have a proportionately larger impact on the Fund's value.
Operational Risk. The Fund is exposed to operational risks arising from people, processes, systems, and third parties. These risks include human mistakes; trade, settlement, or communication errors; failures or delays by service providers, counterparties, or other vendors; and breakdowns or outages in processes, technology, or other infrastructure. The Fund relies on external firms (e.g., custodian, transfer agent, administrator, pricing and data providers) for key functions, and difficulties engaging or retaining such providers, or disruptions in their services, could impair the Fund's operations and hinder achievement of its investment objective. The Fund and the Adviser maintain controls and procedures intended to manage operational risk, but no control environment can eliminate it entirely.
Passive Investment Risk. The Fund is not actively managed and does not attempt to outperform its Index or take defensive positions under normal circumstances. As a result, the Fund's performance may be adversely affected by a general decline in the market segments relating to its Index. Because the Fund seeks to track its Index, its returns may lag other strategies or asset classes. Different categories of securities lead or lag at different times, sometimes for multi-year stretches, and the Fund will not take defensive positions to avoid such cycles.
Concentration in Inside Ownership Companies Risk. The Index identifies and weights constituents based on the value of shares owned by insiders. As a result, the Fund will hold and overweight companies with relatively high insider ownership, which may increase exposure to governance risks, including conflicts of interest, related-party transactions, and decisions that favor insiders over other shareholders. These companies may also face heightened key-person and succession risks, and their securities may react more sharply to events involving insiders (e.g., changes in insider holdings, regulatory inquiries, or negative publicity). The Index's focus may reduce diversification and increase sensitivity to issuer-specific events. Because the methodology narrows the eligible set of issuers within the S&P 500® universe, the Fund's performance may deviate, positively or negatively, from the broader U.S. equity market and may be more volatile.
Sector and Industry Risk. If the Fund invests more heavily in particular sectors or industries, its results will be especially sensitive to events that significantly affect those areas. To the extent the Index becomes concentrated in one or more sectors or industries, the Fund will have similar exposure and could be negatively affected by adverse developments impacting those sectors or industries.
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Information Technology Sector Risk. Companies in the information technology sector, and firms that rely heavily on technology, face fast product cycles, the risk of rapid obsolescence, evolving standards, and heightened regulation. Competition can be intense both domestically and internationally, including from lower-cost foreign competitors. Share prices of such companies, especially smaller or less-seasoned issuers, tend to be more volatile than the broader market. Many information technology companies depend on patents and other intellectual property; loss, impairment, or adverse enforcement of those rights (or allegations of infringement) could negatively affect their operating results and valuations. Supply-chain constraints, shortages of key inputs, and challenges attracting and retaining specialized talent may further pressure profitability. |
Third-Party Data Risk. The Index relies on information from third-party data vendors (e.g., prices, shares outstanding, free float, sector classifications, and corporate actions) and on calculations performed by an independent index calculator, S&P Dow Jones Indices (the "Index Calculator"). Inside Ownership Index Inc. (the "Index Owner") owns the Index and is responsible for the Index methodology and rules used to determine Index constituents and weightings, including the identification and measurement of insider ownership based on public and other sources, and has engaged the Index Calculator to calculate and maintain the Index pursuant to those rules. Errors, delays, or misapplications by any party,data vendors, the Index Calculator, or the Index Owner,may result in unintended inclusions/exclusions, inaccurate weights, or delayed implementation of changes. Until corrected, such issues may cause the Fund to deviate from intended exposures and from the Index's published values. S&P Dow Jones Indices, as calculation agent, may use third-party data to calculate and maintain the Index, and certain data providers impose licensing and disclosure requirements. If required licenses are not in place or are revoked, or if a third-party data provider materially restricts use or significantly increases fees, Index calculation or dissemination may be interrupted or terminated on short notice.
Unaffiliated Index Owner Risk. The Fund relies on the Index Owner (and its agents, including the calculation agent) to maintain, calculate, and disseminate the Index consistent with its methodology. The Index Owner may modify the methodology, interpret and apply index rules, or make determinations with respect to corporate actions, data questions, and constituent eligibility, and the Adviser has no control over those decisions. Errors, delays, or changes by the Index Owner or its agents may cause the Index to be calculated incorrectly or not at all, and any resulting losses or costs generally will be borne by the Fund and its shareholders.
Tracking Error Risk. The Fund's results may differ from the Index because the Fund bears fees and trading costs the Index does not; at times the Fund may hold cash or positions not in the Index, or may not be fully invested in Index constituents.
Swap Agreements and Other Derivatives Risk. The Fund may use swap agreements and other derivatives to obtain exposure to Index constituents or for portfolio management. Derivatives may be more volatile and less liquid than direct investments, may be difficult to value, may not correlate perfectly with the reference asset, and may involve leverage. Because many swaps are negotiated with a counterparty, the Fund is exposed to counterparty credit risk and the risk of delayed or disputed payments, which could increase losses and volatility.
PORTFOLIO HOLDINGS INFORMATION
The Fund's complete portfolio holdings will be made available on the Fund's website at www.corgifunds.com on each business day, consistent with applicable SEC requirements (including Rule 6c-11). A full description of the Fund's policies and procedures regarding disclosure of portfolio holdings is provided in the Fund's Statement of Additional Information (the "SAI").
Corgi Strategies, LLC (the "Adviser"), located at 425 Bush St, Suite 500, San Francisco, CA 94104, is a Delaware limited liability company registered with the SEC as an investment adviser and serves as investment adviser to the Fund. The Adviser was founded in July 2025, and as of [], has approximately $[] in assets under management.
The Adviser is responsible for overall portfolio management and administration of the Fund pursuant to an investment advisory agreement with Corgi ETF Trust I (the "Trust") (the "Advisory Agreement"). In addition to executing portfolio transactions, the Adviser may arrange for, and oversee, service providers performing transfer agency, custody, fund administration/accounting, distribution, and other services necessary for the Fund's operations.
For its services to the Fund, the Fund pays the Adviser a unitary management fee, calculated daily and paid monthly, at an annual rate of [ ] of the Fund's average daily net assets. Under the Advisory Agreement, the Adviser pays substantially all of the Fund's expenses except for: the advisory fee itself; interest charges on borrowings; taxes; brokerage commissions and other expenses related to buying and selling portfolio investments; dividends and other expenses on securities sold short; acquired fund fees and expenses; any accrued deferred tax liability; distribution fees and expenses under any Rule 12b-1 plan; litigation and other extraordinary expenses; and any other expenses the Fund is responsible for under the Advisory Agreement (collectively, the "Excluded Expenses").
Additional information about portfolio transactions, brokerage selection, and research services is provided in the SAI under Brokerage Transactions.
[], located at [] serves as sub-adviser to the Fund. Subject to the oversight and authority of the Board, the Adviser is responsible for the overall management of the Fund's affairs. [] is responsible for trading portfolio securities for the Fund. As compensation for the sub-advisory services it provides to the Fund, the Adviser will pay [] a sub-advisory fee pursuant to the Investment Sub-Advisory Agreement. Any sub-advisory fees are paid by the Adviser and not by the Fund.
A discussion of the basis for the Board's approval of the Advisory Agreement will appear in the Fund's Annual Report to shareholders for the period ended December 31, 2026, on Form N-CSR.
The individual primarily responsible for the day-to-day management of the Fund is [], Portfolio Manager, who has served in this role since 2026.
Additional information regarding the portfolio manager's compensation, other accounts managed, and ownership of Shares is provided in the Fund's SAI.
The Fund issues and redeems Shares only in large blocks called "Creation Units," at the Fund's net asset value ("NAV") next determined after an order is accepted. Only authorized participants ("APs"), who must be members or participants of a registered clearing agency and must have an executed participant agreement with the Fund's distributor and transfer agent, may transact in Creation Units directly with the Fund. Once created, Shares may be bought and sold in the secondary market in amounts less than a Creation Unit.
Most investors buy and sell Shares in secondary-market transactions through brokers. Shares are expected to be listed for trading on [] (the "Exchange") and can be bought and sold throughout the trading day at market prices. Investors may pay customary brokerage commissions and, because secondary-market transactions occur at market prices, investors may pay more than NAV when buying Shares and receive less than NAV when selling Shares.
Shares are held only in book-entry form. The Depository Trust Company ("DTC") or its nominee is the record owner of all outstanding Shares. Beneficial ownership of Shares is shown on the records of DTC or its participants (e.g., brokers, banks, and other financial institutions). As a beneficial owner, you will not receive physical certificates and must rely on DTC and its participants to exercise rights associated with owning Shares, consistent with standard "street name" procedures.
Frequent Purchases and Redemptions of Shares
The Fund does not impose restrictions on the frequency of purchases and redemptions of Shares. Purchases and redemptions by APs are integral to the ETF arbitrage mechanism and help keep market prices of Shares close to NAV. The Board has considered the potential for frequent purchases and redemptions, particularly for cash, to increase portfolio transaction costs, tracking difference, and realized capital gains, and has approved policies to mitigate these effects, including fair-value pricing and the imposition of transaction fees on Creation Unit purchases and redemptions designed to cover the Fund's costs. The Fund and the Adviser reserve the right to reject any purchase order at any time.
Determination of Net Asset Value
The Fund's NAV is calculated as of the close of regular trading on the [] (normally 4:00 p.m. Eastern Time) on each day the Exchange is open for business. NAV is computed by dividing the Fund's net assets by the number of Shares outstanding.
In determining NAV, portfolio securities and other assets are generally valued at market value using quotations, last sale prices, or values supplied by a pricing service or market makers. When such information is unavailable or is deemed unreliable, the affected investments are valued at fair value pursuant to the Fund's valuation procedures.
The Board has designated the Adviser as the Fund's "valuation designee" under Rule 2a-5 of the 1940 Act, subject to the Board's oversight. The Adviser has adopted valuation policies and procedures to determine, in good faith, the fair value of investments for which market quotations are not readily available or are considered unreliable (for example, following a trading halt or when a primary pricing source fails to provide data). In making fair-value determinations, the Adviser may consider all reasonably available information deemed relevant, including issuer-specific data, market conditions, recent trading activity, and the circumstances that triggered the need for fair value. Because fair value determinations involve judgments, the prices assigned may differ from values realized upon sale.
Investments by Other Registered Investment Companies in the Fund
Investments by registered investment companies in the Fund are subject to the limits of Section 12(d)(1) of the 1940 Act and related rules. Other registered investment companies may invest in the Fund beyond the Section 12(d)(1) limits in accordance with applicable SEC rules (e.g., Rule 12d1-4) and conditions, which may include entering into a fund-of-funds investment agreement with the Fund.
Delivery of Shareholder Documents - "Householding"
Certain intermediaries may offer "householding," a method of delivery under which a single copy of shareholder documents is sent to investors sharing an address, even if accounts are registered in different names. If you wish to enroll in, or to change your householding election, please contact your broker-dealer or other financial intermediary.
DIVIDENDS, DISTRIBUTIONS, AND TAXES
The Fund intends to pay dividends and interest income, if any, annually, and to distribute any net realized capital gains to shareholders at least annually. The Fund will declare and pay income and capital gain distributions, if any, in cash. Cash distributions may be reinvested in additional whole Shares only if the broker through whom you hold Shares offers that option. Your broker is responsible for delivering any income and capital gain distributions to you.
The following discussion summarizes certain U.S. federal income tax considerations that generally apply to investments in the Fund. Your situation may differ. You should consult your tax adviser regarding the tax consequences of investing in Shares, including the application of foreign, state, and local tax laws.
The Fund intends to qualify each year as a regulated investment company ("RIC") under the Internal Revenue Code of 1986, as amended (the "Code"). If the Fund satisfies minimum distribution requirements, a RIC is generally not subject to fund-level federal income tax on income and gains that are timely distributed to shareholders. If the Fund were to fail to qualify as a RIC or fail to meet the distribution requirements (and no relief were available), it could be subject to fund-level taxation, which would reduce income available for distribution.
Unless your Shares are held through a tax-exempt entity or tax-advantaged account (such as an IRA), you should consider potential tax consequences when the Fund makes distributions, when you sell Shares on the Exchange, and (for institutional investors only) when you purchase or redeem Creation Units.
This general discussion is based on the Code and applicable Treasury regulations in effect on the date of this Prospectus. New legislation, administrative guidance, or court decisions may materially change these conclusions and may apply retroactively.
For federal income tax purposes, distributions of the Fund's net investment income are generally taxable to shareholders as ordinary income or as qualified dividend income. Tax treatment of distributions of net capital gains (if any) depends on how long the Fund held the investments that generated such gains, not on how long you have held your Shares. Sales of assets held by the Fund for more than one year generally produce long-term capital gains or losses; sales of assets held for one year or less generally produce short-term capital gains or losses. Distributions that the Fund reports as capital gain dividends ("Capital Gain Dividends") are taxable to shareholders as long-term capital gains. Distributions of short-term capital gains are generally taxable to shareholders as ordinary income. Dividends and distributions are generally taxable to you whether received in cash or reinvested in additional Shares.
Distributions the Fund reports as "qualified dividend income" are generally taxed to non-corporate shareholders at the rates applicable to long-term capital gains, provided holding-period and other requirements are met. "Qualified dividend income" generally includes dividends from U.S. corporations and from certain qualified foreign corporations (including those incorporated in a U.S. possession, eligible for benefits under a comprehensive U.S. income tax treaty, or whose stock is readily tradable on an established U.S. market). Corporate shareholders may be eligible for a dividends-received deduction with respect to portions of dividends attributable to qualifying dividends the Fund receives from U.S. corporations, subject to applicable limitations.
Shortly after the close of each calendar year, you will receive information describing the character of distributions you received from the Fund.
In addition to federal income tax, certain individuals, trusts, and estates are subject to a 3.8% Net Investment Income ("NII") tax. This tax is imposed on the lesser of: (i) net investment income (as reduced by properly allocable deductions) or (ii) the excess of modified adjusted gross income over specified thresholds ($250,000 for married filing jointly, $200,000 for single filers, and $125,000 for married filing separately). The Fund's distributions and any capital gains realized on a sale or redemption of Shares are generally included in net investment income for purposes of the NII tax.
In general, distributions are taxable to you in the year paid. However, certain distributions paid in January may be treated as paid on December 31 of the year prior. In general, distributions are taxable even if they are paid from income or gains earned by the Fund before you purchased Shares (and thus were reflected in the Shares' NAV at the time of purchase).
You may want to avoid purchasing Shares immediately before a dividend or other distribution, since the distribution will generally be taxable to you even if, in economic terms, it represents a return of part of your investment.
If you are neither a U.S. citizen nor a U.S. resident (or are a foreign entity), distributions (other than Capital Gain Dividends) will generally be subject to U.S. withholding tax at a 30% rate, unless a lower treaty rate applies. Under certain circumstances, the Fund may report all or a portion of a dividend as an "interest-related dividend" or a "short-term capital gain dividend," which would generally be exempt from this 30% withholding tax, provided other requirements are met.
The Foreign Account Tax Compliance Act ("FATCA") may require the Fund to withhold a 30% tax (generally not refundable) from distributions of net investment income made to: (A) certain foreign financial institutions that do not satisfy applicable FATCA reporting or due-diligence requirements (or that are not treated as compliant under an applicable intergovernmental agreement), and (B) certain non-financial foreign entities that do not provide required information regarding substantial U.S. owners. FATCA may also affect the Fund's returns on foreign investments or a shareholder's returns if Shares are held through a foreign intermediary. Consult your tax adviser regarding FATCA's application and any related certification, compliance, reporting, and withholding obligations.
The Fund (or a financial intermediary, such as a broker, through which a shareholder holds Shares) is generally required to withhold and remit to the U.S. Treasury a portion of taxable distributions and sale or redemption proceeds if the shareholder fails to furnish a correct taxpayer identification number, has underreported certain interest or dividend income, or fails to certify that they are not subject to such withholding.
Taxes When Shares are Sold on the Exchange
Any capital gain or loss realized upon a sale of Shares generally is treated as long-term capital gain or loss if Shares have been held for more than one year, and as short-term capital gain or loss if Shares have been held for one year or less. However, a capital loss on Shares held six months or less is treated as long-term to the extent of Capital Gain Dividends received with respect to such Shares. Losses are disallowed to the extent you acquire (including through dividend reinvestment) substantially identical Shares within a 61-day period beginning 30 days before and ending 30 days after the sale.
Taxes on Purchases and Redemptions of Creation Units
An authorized participant ("AP") whose functional currency is the U.S. dollar and who exchanges securities for Creation Units generally recognizes gain or loss equal to the difference between (i) the value of the Creation Units at the time of the exchange and (ii) the AP's aggregate basis in the securities delivered plus any cash paid. An AP that exchanges Creation Units for securities will generally recognize gain or loss equal to the difference between (i) the AP's basis in the Creation Units and (ii) the aggregate U.S. dollar market value of the securities received plus any cash received. The IRS may assert that a loss realized upon an exchange of securities for Creation Units is not currently deductible (e.g., under the "wash sale" rules for an AP not marking to market, or on the theory that there was no significant change in economic position). APs should consult their own tax advisers about the application of wash sale rules and the timing of any loss deductions.
Any capital gain or loss realized upon redemption of Creation Units is generally treated as long-term capital gain or loss if the Shares comprising the Creation Units were held for more than one year, and as short-term capital gain or loss if held for one year or less.
The Fund may include a payment of cash in addition to, or in place of, delivering a basket of securities when redeeming Creation Units. To raise cash for such redemptions, the Fund may sell portfolio securities, potentially recognizing investment income and/or capital gains or losses it might not have recognized if the redemption had been satisfied entirely in kind. As a result, including cash in redemption proceeds can reduce the Fund's tax efficiency.
The foregoing discussion summarizes some possible consequences under current federal tax law of investing in the Fund. It is not a substitute for personal tax advice. You may also be subject to foreign, state, and local taxes on Fund distributions and on sales of Shares. Consult your tax adviser regarding the tax consequences of investing in Shares under all applicable laws. For additional information, see "Federal Income Taxes" in the SAI.
[] (the "Distributor"), the Fund's distributor, is a broker-dealer registered with the SEC, serves as the Fund's distributor for Creation Units on an agency basis and does not make a secondary market in Shares. The Distributor does not set Fund policies or select the portfolio securities of the Fund. The Distributor's principal address is [].
The Board has adopted a Distribution (Rule 12b-1) Plan (the "Plan") pursuant to Rule 12b-1 under the 1940 Act. Under the Plan, the Fund is authorized to pay up to 0.25% of its average daily net assets each year for distribution-related services in connection with the sale and distribution of its Shares.
The Fund does not currently pay Rule 12b-1 fees and there are no current plans to impose such fees. If Rule 12b-1 fees are charged in the future, because they are paid from Fund assets on an ongoing basis, these fees would increase the cost of your investment over time and may exceed certain other types of sales charges.
When available, information about how often Shares traded on the Exchange at a price above (at a premium to) or below (at a discount to) the Fund's NAV will be provided on the Fund's website at www.corgifunds.com.
Shares are not sponsored, endorsed, or promoted by the Exchange. The Exchange is not responsible for, and has not participated in, the determination of the timing, prices, or quantities of Shares to be issued, nor in the determination or calculation of any equation by which to determine redeemability of Shares. The Exchange has no duty or liability to shareholders for the administration, marketing, or trading of the Shares.
Without limiting the foregoing, in no event shall the Exchange have any liability for lost profits or for indirect, punitive, special, or consequential damages, even if advised of the possibility of such damages.
The Adviser and the Fund make no representation or warranty, express or implied, to owners of Shares or to the public regarding the advisability of investing in securities generally or in the Fund specifically.
S&P Dow Jones Indices Disclaimer. S&P Dow Jones Indices (the "Index Calculator") is the calculation agent of the Inside Ownership 100 Index (the "Index"). The financial instrument that is referencing the Index is not sponsored, endorsed, promoted, sold or supported by S&P Dow Jones Indices in any way and S&P Dow Jones Indices makes no express or implied representation, guarantee or assurance with regard to: (a) the advisability in investing in the financial instruments; (b) the quality, accuracy and/or completeness of the Index; and/or (c) the results obtained or to be obtained by any person or entity from the use of the Index. S&P Dow Jones Indices does not guarantee the accuracy and/or the completeness of the Index and shall not have any liability for any errors or omissions with respect thereto.
Additional Notice Regarding the Index Provider and Calculation Agent. The Inside Ownership 100 (the "Index") is the property of Inside Ownership Index Inc. The Adviser has entered into an arrangement with Inside Ownership Index Inc. pursuant to which the Fund may use the Index. Inside Ownership Index Inc. has separately contracted with S&P Opco, LLC (a subsidiary of S&P Dow Jones Indices LLC) to calculate and maintain the Index. The Index is not sponsored, endorsed, sold or promoted by S&P Dow Jones Indices LLC, its affiliates or its third-party licensors (collectively, "S&P Dow Jones Indices"). S&P Dow Jones Indices is not responsible for and will not be liable for any errors or omissions in calculating the Index. "Calculated by S&P Dow Jones Indices" and the related stylized mark(s) are service marks of S&P Dow Jones Indices and have been licensed for use by Inside Ownership Index Inc. S&P® is a registered trademark of Standard & Poor's Financial Services LLC ("SPFS"), and Dow Jones® is a registered trademark of Dow Jones Trademark Holdings LLC ("Dow Jones").
This section ordinarily presents Financial Highlights to help you understand the Fund's performance over its operating period. Because the Fund has not commenced operations as of the date of this Prospectus, no Financial Highlights are shown.
Adviser
Corgi Strategies, LLC
425 Bush St, Suite 500
San Francisco, CA 94104
Sub-Adviser
[]
Distributor
[]
Independent Registered Public Accounting Firm
[]
Administrator, Fund Accountant, and Transfer Agent
[]
Custodian
[]
Investors may find more information about the Fund in the following documents:
Statement of Additional Information: The Fund's SAI includes further details about the Fund's investments and other information. A current SAI dated May [ ], 2026, as supplemented from time to time, is on file with the SEC and is incorporated by reference into this Prospectus; it is legally part of this Prospectus.
Annual/Semi-Annual Reports: Additional information about the Fund's investments is available in the Fund's annual and semi-annual reports to shareholders and in Form N-CSR. In the Fund's first annual report after operations commence, you will find a discussion of market conditions and investment strategies that materially affected performance. Form N-CSR contains the Fund's annual and semi-annual financial statements.
You can obtain free copies of these documents when available, request other information, or make general inquiries about the Fund by contacting:
Inside Ownership 100 ETF, c/o 425 Bush St, Suite 500, San Francisco, CA 94104 or by calling (855) 552-6744.
Shareholder reports and other information about the Fund are also available:
(SEC Investment Company Act File No. 811-24117)