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CTWO 10-K & 10-Q changes, risk factors and insider trading

Cotwo Advisors Physical European Carbon Allowance Trust · NYSE · Finance Services · CIK 1958928 · All filings on SEC.gov

Everything below is quoted or computed from Cotwo Advisors Physical European Carbon Allowance Trust's public SEC filings. It is not a recommendation to buy or sell. Automated comparisons can contain errors; confirm with the original filing.

At a glance

0Form 4 filings reporting open-market purchases (last 180 days)
0Form 4 filings reporting open-market sales (last 180 days)

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What changed in the latest 10-K

Comparison not available: Not available: fewer than two 10-K filings on EDGAR to compare (only one so far)..

What changed in the latest 10-Q

Comparing 10-Q filed 2026-07-06 (period ending 2026-05-31) with 10-Q filed 2026-04-15 (period ending 2026-02-28).

Risk Factors (10-Q Part II, Item 1A)

0new paragraphs
0removed paragraphs
0reworded paragraphs
6 → 6words in section

The section in the latest 10-Q reads in full:

Not applicable to Smaller Reporting Companies.

No wording changes found in this section.

Full comparison: every changed paragraph (0)

Green = added, red = removed. Unchanged paragraphs and tables are not shown. Read the complete text in the original filing.

Management's Discussion & Analysis (MD&A) (10-Q Part I, Item 2)

2new paragraphs
0removed paragraphs
10reworded paragraphs
4,000 → 4,176words in section

Largest changes (selected automatically by length and topic keywords; quoted verbatim, no commentary)

Reworded topics: liquidity

Paragraph as it now reads, with added and removed wording marked:

GenerallyThe ongoing speaking,volatility forcreated by policy uncertainty contributed to a notable shift in how the firstTrust’s twoShares monthstraded ofrelative to NAV over the quarterperiod, moving from a premium to a discount. On February 11, 2026, an industrial competitiveness conference held in Antwerp prompted public comments regarding the future structure of the EU ETS, which contributed to a subsequent decline in EUA prices and, in turn, the Trust’s NAV. Because of the limited number of Shares outstanding and the small public float, the market price of the Shares trackedadjusted to closelythis todecline only gradually. As a result, the NAVShares perinitially Share. On February 11, an industrial competitiveness conference was held in Antwerp where public comments were made about the future structure of the EU ETS. Following these comments, a period of uncertainty and increased volatility caused the market price to decouple from the NAV with the market price tradingtraded at a premium to NAV, as the NAV.market price lagged the decline in NAV, and then, as the market price caught up over the following weeks while NAV recovered, the same limited liquidity carried the Shares to a discount to NAV by the end of the period. Management believes thisthese istrading dynamics are primarily the result of the limited number of sharesShares outstanding and the small public float. Over time, as more Shares are issued, we expect the frequency and magnitude of the trading premiums and discounts to NAV to decline.
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Reworded topics: middle east

Paragraph as it now reads, with added and removed wording marked:

During the period of DecemberMarch 1, 20252026 through February 28,May 31, 2026 the market for European Union Allowances (EUA) traded in a range of $78.69$72.34 (FebruaryMarch 16, 19, 2026) to $104.60$92.75 (JanuaryMay 15, 29, 2026) with the closing price on FebruaryMay 27,29, 2026 of $79.96.$92.75. There were a variety of influences on the price in the EUA market. Some of those factors influencing EUA prices during the period were: (i) the ongoing tightening of allowance supply driven by the emissions cap reduction schedule and Market Stability Reserve withdrawals; (ii) record speculative long positioning by investment funds, which amplified price swings in both directions; (iii) the relative mildness of winter and spring temperatures across Northern Europe through January 2026, Europe, which moderated near-term power demand and reduced compliance buying pressure; (iv) ongoing uncertainty regarding economic conditions and industrial activity within the EU; (v) macroeconomic and currency dynamics resulting from trade policy discussions between the United States and the European Union; (vi) continued evolution of the Ukraine-Russia conflict and its impact on natural gas supply and pricing with the additional impact of hostilities in the Middle East compounding these pressures; and (vii) the emergenceongoing implications of politically-driven regulatory risk surrounding the upcoming ETS revision, which intensified materially following the Antwerp Summit. Going forward, the Sponsor expects the primary drivers of EUA price levels to continue to be: (i) overall weather patterns and their impact on European power demand; (ii) aggregate EU industrial activity; (iii) the outcome of the EU ETS legislative revision process, expected to betake formally initiated inplace during Q3 2026; (iv) the ongoing Ukraine-Russia conflict and its effect on energy prices and EU industrial cost structures; and (v) the continued pace of institutional investor positioning in EUAs and the extent to which speculative long positions are maintained, reduced, or reversed in response to political developments.developments; Itand should(vi) bethe notedlength Inof mid-Januarythe 2026,Middle followingEast conflict and the overall supply of oil. Following ongoing public commentary suggesting possible structural modifications or adjustments to the EU ETS framework, EUA prices experienced significant short-term fluctuations. On January 15, 2026, EUAs traded at an intraday high of approximately $107.57 per EUA,fluctuations and bynow Februaryreact 16, 2026, had declinedswiftly to anany intradayheadline low of approximately $78.49 per EUA, representing a price swing of approximately 27% within a one-month period. Such movements reflect heightened sensitivity of the EUA markets to regulatory signaling andindicating policy uncertainty.movements. Market participants are currently focused on the outcome of the EU’s regularly scheduled comprehensive review of the EU ETS framework, which is expected to conclude inat the end of the third quarter of 2026. Until greater clarity is provided regarding the scope and timing of any potential amendments to the program, we expect elevated price volatility in EUAs to persist. Continued uncertainty surrounding the EU ETS framework may impact trading volumes, pricing stability, and market liquidity.
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New text
“The change in net assets from operations for the period December 1, 2025 to May 31, 2026 was $(0.80) per share, which was due to (i) payment of the Sponsor’s Management Fee of $7,031, (ii) interest income earned on short-term investments of $308, and (iii) a net change in unrealized depreciation on investment in EUAs of ($73,331). Other than the Sponsor’s Management Fee the Trust had no expenses during the period December 1, 2025 to May 31, 2026.”
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New text
“For the period December 1, 2025 to May 31, 2026, no Shares were issued in exchange for EUAs and no Shares were redeemed in exchange for EUAs. The Trust’s NAV per Share began the period at $19.20 and ended the period at $18.40.”
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Reworded

Paragraph as it now reads, with added and removed wording marked:

The change in net assets from operations for the period DecemberMarch 1, 20252026 to FebruaryMay 28,31, 2026 was $(2.99)$2.19 per share, which was due to (i) payment of the Sponsor’s Management Fee of $3,720,$3,311, (ii) interest income earned on short-term investments of $171,$137, and (iii) a net change in unrealized depreciationappreciation on investment in EUAs of ($295,252).$221,921. Other than the Sponsor’s Management Fee the Trust had no expenses during the period DecemberMarch 1, 20252026 to February 28,May 31, 2026.
see in full comparison
Reworded

Paragraph as it now reads, with added and removed wording marked:

For the period DecemberMarch 1, 20252026 to FebruaryMay 28, 31, 2026, no Shares were issued in exchange for EUAs and no Shares were redeemed in exchange for EUAs. The Trust’s NAV per Share began the period at $19.20$16.21 and ended the period at $16.21.$18.40.
see in full comparison
Full comparison: every changed paragraph (12)

Green = added, red = removed. Unchanged paragraphs and tables are not shown. Read the complete text in the original filing.

Reworded

For the period DecemberMarch 1, 20252026 to FebruaryMay 28, 31, 2026, no Shares were issued in exchange for EUAs and no Shares were redeemed in exchange for EUAs. The Trust’s NAV per Share began the period at $19.20$16.21 and ended the period at $16.21.$18.40.

Reworded

The change in net assets from operations for the period DecemberMarch 1, 20252026 to FebruaryMay 28,31, 2026 was $(2.99)$2.19 per share, which was due to (i) payment of the Sponsor’s Management Fee of $3,720,$3,311, (ii) interest income earned on short-term investments of $171,$137, and (iii) a net change in unrealized depreciationappreciation on investment in EUAs of ($295,252).$221,921. Other than the Sponsor’s Management Fee the Trust had no expenses during the period DecemberMarch 1, 20252026 to February 28,May 31, 2026.

Added

For the period December 1, 2025 to May 31, 2026, no Shares were issued in exchange for EUAs and no Shares were redeemed in exchange for EUAs. The Trust’s NAV per Share began the period at $19.20 and ended the period at $18.40.

Added

The change in net assets from operations for the period December 1, 2025 to May 31, 2026 was $(0.80) per share, which was due to (i) payment of the Sponsor’s Management Fee of $7,031, (ii) interest income earned on short-term investments of $308, and (iii) a net change in unrealized depreciation on investment in EUAs of ($73,331). Other than the Sponsor’s Management Fee the Trust had no expenses during the period December 1, 2025 to May 31, 2026.

Reworded

Below is a comparison of per Share net asset value (“NAV”) to the Shares’ market value for the period from DecemberMarch 1, 2025 2026 to FebruaryMay 28,31, 2026.

Reworded

Trust NAV vs. Trust Closing Price - December March 1, 20252026 - FebruaryMay 28,31, 2026

Reworded

During the period of DecemberMarch 1, 20252026 through February 28,May 31, 2026 the market for European Union Allowances (EUA) traded in a range of $78.69$72.34 (FebruaryMarch 16, 19, 2026) to $104.60$92.75 (JanuaryMay 15, 29, 2026) with the closing price on FebruaryMay 27,29, 2026 of $79.96.$92.75. There were a variety of influences on the price in the EUA market. Some of those factors influencing EUA prices during the period were: (i) the ongoing tightening of allowance supply driven by the emissions cap reduction schedule and Market Stability Reserve withdrawals; (ii) record speculative long positioning by investment funds, which amplified price swings in both directions; (iii) the relative mildness of winter and spring temperatures across Northern Europe through January 2026, Europe, which moderated near-term power demand and reduced compliance buying pressure; (iv) ongoing uncertainty regarding economic conditions and industrial activity within the EU; (v) macroeconomic and currency dynamics resulting from trade policy discussions between the United States and the European Union; (vi) continued evolution of the Ukraine-Russia conflict and its impact on natural gas supply and pricing with the additional impact of hostilities in the Middle East compounding these pressures; and (vii) the emergenceongoing implications of politically-driven regulatory risk surrounding the upcoming ETS revision, which intensified materially following the Antwerp Summit. Going forward, the Sponsor expects the primary drivers of EUA price levels to continue to be: (i) overall weather patterns and their impact on European power demand; (ii) aggregate EU industrial activity; (iii) the outcome of the EU ETS legislative revision process, expected to betake formally initiated inplace during Q3 2026; (iv) the ongoing Ukraine-Russia conflict and its effect on energy prices and EU industrial cost structures; and (v) the continued pace of institutional investor positioning in EUAs and the extent to which speculative long positions are maintained, reduced, or reversed in response to political developments.developments; Itand should(vi) bethe notedlength Inof mid-Januarythe 2026,Middle followingEast conflict and the overall supply of oil. Following ongoing public commentary suggesting possible structural modifications or adjustments to the EU ETS framework, EUA prices experienced significant short-term fluctuations. On January 15, 2026, EUAs traded at an intraday high of approximately $107.57 per EUA,fluctuations and bynow Februaryreact 16, 2026, had declinedswiftly to anany intradayheadline low of approximately $78.49 per EUA, representing a price swing of approximately 27% within a one-month period. Such movements reflect heightened sensitivity of the EUA markets to regulatory signaling andindicating policy uncertainty.movements. Market participants are currently focused on the outcome of the EU’s regularly scheduled comprehensive review of the EU ETS framework, which is expected to conclude inat the end of the third quarter of 2026. Until greater clarity is provided regarding the scope and timing of any potential amendments to the program, we expect elevated price volatility in EUAs to persist. Continued uncertainty surrounding the EU ETS framework may impact trading volumes, pricing stability, and market liquidity.

Reworded

GenerallyThe ongoing speaking,volatility forcreated by policy uncertainty contributed to a notable shift in how the firstTrust’s twoShares monthstraded ofrelative to NAV over the quarterperiod, moving from a premium to a discount. On February 11, 2026, an industrial competitiveness conference held in Antwerp prompted public comments regarding the future structure of the EU ETS, which contributed to a subsequent decline in EUA prices and, in turn, the Trust’s NAV. Because of the limited number of Shares outstanding and the small public float, the market price of the Shares trackedadjusted to closelythis todecline only gradually. As a result, the NAVShares perinitially Share. On February 11, an industrial competitiveness conference was held in Antwerp where public comments were made about the future structure of the EU ETS. Following these comments, a period of uncertainty and increased volatility caused the market price to decouple from the NAV with the market price tradingtraded at a premium to NAV, as the NAV.market price lagged the decline in NAV, and then, as the market price caught up over the following weeks while NAV recovered, the same limited liquidity carried the Shares to a discount to NAV by the end of the period. Management believes thisthese istrading dynamics are primarily the result of the limited number of sharesShares outstanding and the small public float. Over time, as more Shares are issued, we expect the frequency and magnitude of the trading premiums and discounts to NAV to decline.

Reworded

In the period December 1, 2025 to FebruaryMay 28, 31, 2026, no Shares were created, no Shares were redeemed, and no EUAs were sold to maintain a cash position in line with fund policy. For accounting purposes, CTWO reflects creations and redemptions on the date of receipt of a notification of a creation but does not issue Shares until the requisite amount of EUAs are received. Upon a redemption, CTWO delivers EUAs upon receipt of Shares.

Reworded

At May February 28,31, 2026, the number of EUAs owned by the Trust and held at the Union Registry was 19,700, with a market value of $1,605,267$1,827,188 based on the Daily EUA Futures price determined by the ICE Endex on FebruaryMay 28,31, 2026.

Reworded

The Trust is not aware of any trends, demands, conditions or events that are reasonably likely to result in material changes to its liquidity needs. In exchange for a fee, the Sponsor has agreed to assume most of the expenses incurred by the Trust. As a result, the only ordinary expense of the Trust during the period covered by this report was the Sponsor’s Management Fee. The Trust intends to satisfy this obligation through the transfer of cash (generated, if necessary, through the sale of EUAs) in the necessary amount. At FebruaryMay 28,31, 2026, the Trust held $16,816$13,754 in cash & cash equivalents.

Reworded

The parties cannot anticipate the amount of future payments that will be required under these arrangements for future periods as the NAV and trading levels to meet investment objectives for the Trust will not be known until a future date.

CTWO insider buying and selling (Form 4)

Since 2026-04-11, insiders reported open-market purchases in 0 Form 4 filings and open-market sales in 0 filings. Totals add up every open-market (code P and S) line in those filings, using the prices reported in the filings. Awards, option exercises, tax withholding and gifts are listed below but not counted.

No Form 4 stock transactions in this period.

Well-known investors holding CTWO (13F)

None of the 59 investors we track reported a position in their latest 13F.

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