AltShares Trust Seeks Unified Board, Elects Six Trustees

TL;DR

**AltShares is consolidating its board with Arbitrage Funds, aiming for cost savings and better oversight; vote FOR the six nominees to streamline governance.**

AI Summary

AltShares Trust, an investment company managed by Water Island Capital, LLC, is holding a special shareholder meeting on February 3, 2026, to elect six trustees. This includes re-electing three current trustees and appointing three new independent trustee candidates: John C. Alvarado, Stephen R. Byers, and Robert P. Herrmann. The proposed unified governance structure with The Arbitrage Funds aims to enhance board oversight, reduce fund expenses, and streamline communication with Water Island Capital, LLC. The total outstanding shares entitled to vote as of the December 9, 2025 record date are 4,133,320, comprising 3,384,000 shares for AltShares Merger Arbitrage ETF and 749,320 shares for AltShares Event-Driven ETF. Proxy solicitation costs, estimated not to exceed $16,000 plus printing, will be borne by Water Island Capital, LLC. The Board unanimously recommends voting for all six nominees, emphasizing their substantial experience within the fund complex.

Why It Matters

This election is crucial for AltShares Trust as it seeks to consolidate governance with The Arbitrage Funds, potentially leading to more efficient board oversight and reduced operational costs for shareholders. The integration of experienced trustees from the broader fund complex, including new independent candidates like John C. Alvarado and Stephen R. Byers, could enhance strategic decision-making and risk management. For investors, this move signals a focus on operational synergy and potentially improved long-term value, while also impacting the competitive landscape by strengthening the fund complex's overall management structure against other ETF providers.

Risk Assessment

Risk Level: low — The risk level is low because the proposal primarily concerns a board election and governance restructuring, which is a standard corporate action. There are no proposed changes to investment objectives, principal investment strategies, or investment advisory fees, as explicitly stated in the filing, minimizing direct financial risk to shareholders.

Analyst Insight

Investors should vote FOR the proposed slate of six trustees to support the unified governance structure, which is expected to enhance efficiency and potentially reduce costs. Promptly submit your proxy via mail, internet, or telephone to ensure your vote is counted and to help the Trust avoid additional solicitation expenses.

Key Numbers

• $16,000 — Estimated aggregate proxy solicitation costs (Will be borne by Water Island Capital, LLC, excluding printing costs)
• 4,133,320 — Total outstanding shares (As of December 9, 2025, entitled to vote at the meeting)
• 3,384,000 — AltShares Merger Arbitrage ETF shares (Outstanding shares as of December 9, 2025)
• 749,320 — AltShares Event-Driven ETF shares (Outstanding shares as of December 9, 2025)
• 6 — Number of Trustees to be elected (Comprising three current and three new nominees)
• 3 — Number of current Trustees standing for re-election (Part of the six nominees for the Board)
• 3 — Number of new Trustee candidates (Part of the six nominees for the Board)
• 2026-02-03 — Special Meeting Date (Date shareholders will vote on trustee elections)
• 2025-12-09 — Record Date (Shareholders of record on this date are entitled to vote)
• 2020-01-27 — Initial Trustee Election Date (Date the sole initial Trustee elected the three current Trustees)

Key Players & Entities

• AltShares Trust (company) — Registrant and investment company
• Water Island Capital, LLC (company) — Investment adviser to AltShares Trust and The Arbitrage Funds
• The Arbitrage Funds (company) — Other investment company in AltShares Trust's fund complex
• John S. Orrico (person) — President of AltShares Trust and Interested Trustee nominee
• John C. Alvarado (person) — New Independent Trustee nominee, Chief Operating Officer of a private energy company
• Stephen R. Byers (person) — New Independent Trustee nominee, former Vice Chairman and Chief Investment Officer
• Robert P. Herrmann (person) — New Independent Trustee nominee, Chief Executive Officer of a financial advisory firm
• Nancy M. Morris (person) — Current Independent Trustee nominee, former Secretary of the SEC
• Francis X. Tracy (person) — Current Independent Trustee nominee
• Karlis Griffiths (person) — Secretary of AltShares Trust

FAQ

Industry Context

The investment company industry, particularly exchange-traded funds (ETFs) and mutual funds, operates under strict regulatory oversight. Companies like AltShares Trust focus on specific investment strategies, such as merger arbitrage and event-driven investing, to attract targeted investor bases. The industry is characterized by a continuous need for efficient governance, cost management, and clear communication with shareholders to maintain trust and competitive positioning.

Regulatory Implications

The election of trustees is a fundamental governance process for registered investment companies, subject to SEC regulations. Changes in board composition or governance structure require shareholder approval to ensure compliance with fiduciary duties and investor protection rules. The proposed unified governance structure aims to streamline operations, which could lead to improved compliance and reduced administrative burdens.

What Investors Should Do

1. Review the Proxy Statement carefully.
2. Vote your shares promptly.
3. Consider attending the virtual Special Meeting.

Key Dates

• 2026-02-03: Special Meeting of Shareholders — Shareholders will vote on the election of six trustees.
• 2025-12-09: Record Date — Shareholders of record on this date are entitled to vote at the Special Meeting.
• 2025-12-17: Proxy Statement Furnished — This document provides shareholders with information regarding the Special Meeting and the proposal to elect trustees.

Glossary

DEF 14A

A filing required by the U.S. Securities and Exchange Commission (SEC) that provides detailed information to shareholders about matters on which they are being asked to vote. (This document is the proxy statement for the AltShares Trust special meeting.)

Trustees

Individuals responsible for overseeing the management and operations of the AltShares Trust. (Shareholders are being asked to elect six trustees at the special meeting.)

Proxy Statement

A document that is sent to shareholders before a shareholder meeting, containing information about the matters to be voted on. (This document details the proposal to elect trustees and provides voting instructions.)

Record Date

A specific date set by a company to determine which shareholders are eligible to receive notice of and vote at a shareholder meeting. (Shareholders as of December 9, 2025, are eligible to vote.)

Investment Adviser

A firm hired by an investment company to manage its portfolio and provide investment advice. (Water Island Capital, LLC is the investment adviser for AltShares Trust and will bear proxy solicitation costs.)

Fund Complex

A group of investment funds that are managed by the same investment adviser or are part of the same overall investment structure. (AltShares Trust and The Arbitrage Funds are part of the same fund complex, and a unified governance structure is proposed.)

Year-Over-Year Comparison

This filing is a proxy statement for a special meeting to elect trustees and does not appear to be a comprehensive annual report. Therefore, direct year-over-year comparisons of financial metrics like revenue, net income, or margins are not applicable based on the provided information. The focus is on governance and the proposed unification of the board structure with The Arbitrage Funds.

Key Financial Figures

• $16,000 — e aggregate proxy costs will not exceed $16,000, plus printing costs. The following t

Filing Documents

• tm2533558d1_def14a.htm (DEF 14A) — 177KB
• tm2533558d1_proxycardimg01.jpg (GRAPHIC) — 48KB
• tm2533558d1_proxycardimg02.jpg (GRAPHIC) — 49KB
• tm2533558d1_proxycardimg03.jpg (GRAPHIC) — 120KB
• 0001104659-25-122058.txt ( ) — 458KB
• S000067196
• C000216184 (ARB)
• S000072757
• C000229260 (EVNT)

From the Filing

DEF 14A 1 tm2533558d1_def14a.htm DEF 14A   UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549     SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934     Filed by the Registrant ☒   Filed by a Party other than the Registrant ☐   Check the appropriate box:   ☐ Preliminary Proxy Statement   ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))   ☒ Definitive Proxy Statement   ☐ Definitive Additional Materials   ☐ Soliciting Material Pursuant to Rule 14a-12     AltShares Trust (Name of Registrant as Specified in Its Charter)   (Name of Person(s) Filing Proxy Statement, if Other Than the Registrant)   Payment of Filing Fee (Check the appropriate box):   ☒ No fee required.   ☐ Fee paid previously with preliminary materials.   ☐ Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11.       AltShares Trust 104 Fifth Avenue, 9th Floor New York, New York 10011 December 17, 2025 Dear shareholder: You are cordially invited to attend the special meeting of shareholders (the "Meeting") of AltShares Trust (the "Trust") to be held on Tuesday, February 3, 2026 at 1:00 p.m., Eastern time. The Meeting will take place virtually via a Zoom videoconference. You can access the virtual Meeting by visiting www.altsharesetfs.com/proxyvote and providing your control number on your proxy card or voting instruction form. At the Meeting, shareholders will be asked to vote on the election of six trustees of the Trust ("Trustees") and such other matters as may properly come before the Meeting. Three of the six Trustee candidates currently serve on the Board of Trustees. Whether or not you plan to be present at the Meeting, your vote is needed. You may choose one of the following options to vote: Mail:  Complete, sign and return the enclosed proxy card(s) promptly in the postage-paid envelope. Internet:  Access the website shown on your proxy card(s) and follow the online instructions. Telephone:  Call the toll-free number shown on your proxy card(s). Virtually:  Attend the Meeting on Tuesday, February 3, 2026. The attached Notice of Special Meeting of Shareholders and Proxy Statement concerning the Meeting describe the matters to be considered at the Meeting. Please read the enclosed materials carefully and cast your vote. Your prompt response will help reduce proxy costs—which are paid by the Trust and its shareholders—and will also mean that you can avoid receiving follow-up phone calls, emails or mailings. We hope you will attend the Meeting or cast your vote as soon as possible so your shares may be voted at the Meeting. If you have any questions, please call 800-560-8210. Sincerely yours, John S. Orrico President YOUR VOTE IS IMPORTANT—PLEASE CAST YOUR VOTE PROMPTLY 1 AltShares Trust NOTICE OF SPECIAL MEETING OF SHAREHOLDERS TO BE HELD ON TUESDAY, FEBRUARY 3, 2026 To the shareholders of AltShares Trust: A special meeting of shareholders (the "Meeting") of AltShares Trust (the "Trust") will be held on Tuesday, February 3, 2026 at 1:00 p.m., Eastern time. The Meeting will take place virtually via a Zoom videoconference. You can access the virtual Meeting by visiting www.altsharesetfs.com/proxyvote and providing your control number on your proxy card or voting instruction form. The Meeting will be held for the following purposes: (1)  To elect John C. Alvarado, Stephen R. Byers, Robert P. Herrmann, Nancy M. Morris, John S. Orrico and Francis X. Tracy as trustees of the Trust ("Trustees"); and (2)  To consider and act upon any other matters that may properly come before the Meeting and any adjourned or postponed session thereof. The proposal referred to above (the "Proposal") is discussed in the Proxy Statement attached to this Notice. Only shareholders of record at the close of business on Tuesday, December 9, 2025, the record date set for the Meeting by the Board of Trustees, have the right to notice of and the right to vote at the Meeting or any adjournment or postponement thereof. If you elect to attend the Meeting virtually, you will be required to provide the control number found on your proxy card, which serves as evidence of your holding shares in the series of the Trust. The Trust's Board of Trustees unanimously recommends that you vote in favor of this Proposal. By Order of the Board of Trustees of AltShares Trust: Karlis Griffiths Secretary December 17, 2025 New York, New York IMPORTANT Shareholders can help the Board of Trustees avoid additional expense to the Trust of further solicitatio

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View this DEF 14A filing on SEC EDGAR