UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM N-CSR

CERTIFIED SHAREHOLDER REPORT OF REGISTERED MANAGEMENT INVESTMENT COMPANIES

Investment Company Act file number            811-23977                  

                                    BNY Mellon ETF Trust II                             
(Exact name of registrant as specified in charter)

240 Greenwich Street

                        New York, New York 10286                         
(Address of principal executive offices) (Zip code)

Deirdre Cunnane, Esq.

240 Greenwich Street

                        New York, New York 10286                         

(Name and address of agent for service)

Registrant's telephone number, including area code: (212) 922-6400

Date of fiscal year end:  October 31

Date of reporting period:  April 30, 2025

The following N-CSR relates only to the Registrant's series listed below and does not relate to any series of the Registrant with a different fiscal year end and, therefore, different N-CSR reporting requirements.  A separate N-CSR will be filed for any series with a different fiscal year end, as appropriate.

BNY Mellon Concentrated Growth ETF

BNY Mellon Dynamic Value ETF

Item 1. Reports to Stockholders.

(a)     The following is a copy of the reports transmitted to shareholders pursuant to Rule 30e-1 under the Investment Company Act of 1940 (17 CFR 270.30e-1).

BNY Mellon Concentrated Growth ETF 

Semi-Annual Shareholder Report

April 30, 2025

Ticker - BKCG (NYSE Arca, Inc.)

This semi-annual shareholder report contains important information about BNY Mellon Concentrated Growth ETF (the “Fund”) for the period of November 1, 2024 to April 30, 2025. You can find additional information about the Fund at bny.com/investments/etfliterature. You can also request this information by calling us at 1-833-383-2696 or calling your financial adviser.

This report describes changes to the Fund that occurred during the reporting period.

What were the Fund's costs for the last six months? 

(based on a hypothetical $10,000 investment)

Fund	Costs of a $10,000 investment	Costs paid as a percentage of a $10,000 investment
BNY Mellon Concentrated Growth ETFFootnote Reference*	$39	0.81%Footnote Reference*

Footnote	Description
Footnote*	During the period, fees were waived and/or expenses reimbursed pursuant to an agreement with the Fund's investment adviser, BNY Mellon ETF Investment Adviser, LLC. If this agreement is not extended in the future, expenses could be higher.
Footnote*	Annualized

KEY FUND STATISTICS (AS OF 4/30/25)

Fund size (Millions)	Number of Holdings	Portfolio Turnover
$110	28	8.72%

Portfolio Holdings (as of 4/30/25)

Top Ten Holdings

(Based on Net Assets)*

Value	Value
Amazon.com, Inc. -	6.9%
Microsoft Corp. -	6.8%
NVIDIA Corp. -	6.6%
Eli Lilly & Co. -	5.4%
BAE Systems PLC -	5.1%
Mastercard, Inc., Class A -	4.9%
Apple, Inc. -	4.5%
Alphabet, Inc., Class C -	4.4%
Meta Platforms, Inc., Class A -	4.3%
The Progressive Corp. -	4.2%

*Excludes money market funds or other short-term securities held for the investment of cash and cash collateral for securities loaned, if any.

  Not FDIC-Insured. Not Bank-Guaranteed. May Lose Value. 

Sector Allocation

(Based on Net Assets)

Value	Value
Net Other Assets and Liabilities	0.1%
Investment Companies	2.5%
Communication Services	8.7%
Health Care	11.5%
Consumer Discretionary	11.6%
Industrials	11.9%
Financials	21.3%
Information Technology	32.4%

How has the Fund changed? 

• On March 28, 2025, BNY Mellon Tax Managed Growth Fund ("Predecessor Fund"), a series of BNY Mellon Investment Funds IV, Inc., was reorganized into the Fund ("Reorganization"). The Fund commenced operations upon completion of the Reorganization and continues the operations of the Predecessor Fund.

Changes in or Disagreements with Accountants

• Starting March 28, 2025, in connection with the Reorganization noted above, Ernst & Young LLP (“EY”) became the independent registered public accounting firm of the Fund and KPMG LLP was discharged as the Predecessor Fund's accounting firm. EY serves as the independent registered public accounting firm for all funds in the BNY Mellon ETF Trust II. There were no disagreements with the former accounting firm during the Predecessor Fund's fiscal years ended October 31, 2024 and October 31, 2023 and the subsequent interim period through March 28, 2025. 

This is a summary of certain changes to the Fund since November 1, 2024. For more complete information, you may review the Fund’s current prospectus, dated March 31, 2025 at bny.com/investments/etfliterature or upon request at 1-833-383-2696 or by calling your financial adviser. 

For additional information about the Fund, including its prospectus, financial information, portfolio holdings and proxy voting information, please visit bny.com/investments/etfliterature.

© 2025 BNY Mellon Securities Corporation,

240 Greenwich Street, 9th Floor, New York, NY 10286

Code-4869SA0425

BNY Mellon Dynamic Value ETF 

Semi-Annual Shareholder Report

April 30, 2025

Ticker - BKDV (NYSE Arca, Inc.)

This semi-annual shareholder report contains important information about BNY Mellon Dynamic Value ETF (the “Fund”) for the period of November 4, 2024 (commencement of operations) to April 30, 2025. You can find additional information about the Fund at bny.com/investments/etfliterature. You can also request this information by calling us at 1-833-383-2696 or calling your financial adviser.

What were the Fund's costs for the last six months? 

(based on a hypothetical $10,000 investment)

Fund	Costs of a $10,000 investment	Costs paid as a percentage of a $10,000 investment
BNY Mellon Dynamic Value ETF	$29	0.60%Footnote Reference*

Footnote	Description
Footnote*	Annualized

KEY FUND STATISTICS (AS OF 4/30/25)

Fund size (Millions)	Number of Holdings	Portfolio Turnover
$296	69	39.30%

Portfolio Holdings (as of 4/30/25)

Top Ten Holdings

(Based on Net Assets)*

Value	Value
Berkshire Hathaway, Inc., Class B -	4.8%
JPMorgan Chase & Co. -	4.1%
Johnson & Johnson -	3.2%
Bank of America Corp. -	3.1%
UnitedHealth Group, Inc. -	2.9%
AT&T, Inc. -	2.9%
Cisco Systems, Inc. -	2.7%
Danaher Corp. -	2.6%
Medtronic PLC -	2.4%
Aon PLC, Class A -	2.4%

*Excludes money market funds or other short-term securities held for the investment of cash and cash collateral for securities loaned, if any.

  Not FDIC-Insured. Not Bank-Guaranteed. May Lose Value. 

Sector Allocation

(Based on Net Assets)

Value	Value
Net Other Assets and Liabilities	0.1%
Real Estate	0.4%
Utilities	0.6%
Investment Companies	0.7%
Consumer Staples	3.3%
Consumer Discretionary	4.2%
Communication Services	4.4%
Energy	6.9%
Materials	7.1%
Information Technology	8.4%
Industrials	14.3%
Health Care	18.6%
Financials	31.0%

For additional information about the Fund, including its prospectus, financial information, portfolio holdings and proxy voting information, please visit bny.com/investments/etfliterature.

© 2025 BNY Mellon Securities Corporation,

240 Greenwich Street, 9th Floor, New York, NY 10286

Code-4866SA0425

Item 1. Reports to Stockholders (cont.).

(b)     Not applicable.

Item 2. Code of Ethics.

Not applicable.

Item 3. Audit Committee Financial Expert.

Not applicable.

Item 4. Principal Accountant Fees and Services.

Not applicable.

Item 5. Audit Committee of Listed Registrants.

Not applicable.

Item 6. Investments.

(a)     The Schedule of Investments in securities of unaffiliated issuers as of the close of the Reporting Period is included in the financial statements filed under Item 7 of this Form N-CSR.

(b)                  Not applicable.

Item 7. Financial Statements and Financial Highlights for Open-End Management Investment Companies.

The following is a copy of the Registrant’s most recent financial statements and financial highlights. 

BNY

Mellon

ETF

Trust

II

SEMI-ANNUAL

FINANCIALS

AND

OTHER

INFORMATION

April

30,

2025

BNY

Mellon

Concentrated

Growth

ETF:

BKCG

Principal

U.S.

Listing

Exchange:

NYSE

Arca,

Inc.

Contents

The

Fund

Please

note

the

Semi-Annual

Financials

and

Other

Information

only

contains

Items

7-11

required

in

Form

N-CSR.

All

other

required

items

will

be

filed

with

the

Securities

and

Exchange

Commission

(the

“SEC”).

Item

7.

Financial

Statements

and

Financial

Highlights

for

Open-end

Management

Investment

Companies

3

Statement

of

Investments

3

Statement

of

Assets

and

Liabilities

5

Statement

of

Operations

6

Statement

of

Changes

in

Net

Assets

7

Financial

Highlights

8

Notes

to

Financial

Statements

9

Item

8.

Changes

in

and

Disagreements

with

Accountants

for

Open-End

Management

Open-End

Management

Investment

Companies

15

Item

9.

Proxy

Disclosures

for

Open-End

Management

Investment

Companies

16

Item

10.

Remuneration

Paid

to

Directors,

Officers,

and

Others

of

Open-End

Investment

Companies

17

Item

11.

Statement

Regarding

Basis

for

Approval

of

Investment

Advisory

Contracts

18

Save

time.

Save

paper.

View

your

next

shareholder

report

online

as

soon

as

it’s

available.

Log

into

www.bny.com/investments

and

sign

up

for

eCommunications.

It’s

simple

and

only

takes

a

few

minutes.

The

views

expressed

herein

are

current

to

the

date

of

this

report.

These

views

and

the

composition

of

the

fund’s

portfolio

is

subject

to

change

at

any

time

based

on

market

and

other

conditions.

Not

FDIC-Insured

•

Not

Bank-Guaranteed

•

May

Lose

Value

3

BNY

Mellon

Concentrated

Growth

ETF

Statement

of

Investments

April

30,

2025

(Unaudited)

Item

7.

Financial

Statements

and

Financial

Highlights

for

Open-End

Management

Investment

Companies

Description

Shares

Value

($)

Common

Stocks

–

97.4%

Capital

Goods

–

10.1%

BAE

Systems

PLC,

ADR

60,411

5,632,117

Deere

&

Co.

5,461

2,531,501

Eaton

Corp.

PLC

10,329

3,040,548

11,204,166

Consumer

Discretionary

Distribution

&

Retail

–

9.8%

Amazon.com,

Inc.

(a)

41,318

7,619,865

The

Home

Depot,

Inc.

8,836

3,185,290

10,805,155

Consumer

Durables

&

Apparel

–

1.8%

LVMH

Moet

Hennessy

Louis

Vuitton

Se,

ADR

17,723

1,956,088

Financial

Services

–

17.1%

BlackRock,

Inc.

3,948

3,609,498

Intercontinental

Exchange,

Inc.

19,188

3,223,008

Mastercard,

Inc.,

Class

A

9,868

5,408,256

S&P

Global,

Inc.

4,575

2,287,729

Visa,

Inc.,

Class

A

12,689

4,384,050

18,912,541

Health

Care

Equipment

&

Services

–

4.1%

Intuitive

Surgical,

Inc.

(a)

8,768

4,522,534

Insurance

–

4.2%

The

Progressive

Corp.

16,672

4,697,169

Media

&

Entertainment

–

8.7%

Alphabet,

Inc.,

Class

C

29,967

4,821,391

Meta

Platforms,

Inc.,

Class

A

8,667

4,758,183

9,579,574

Pharmaceuticals,

Biotechnology

&

Life

Sciences

–

7.4%

Eli

Lilly

&

Co.

6,604

5,936,666

Zoetis,

Inc.

14,050

2,197,420

8,134,086

Semiconductors

&

Semiconductor

Equipment

–

14.1%

ASML

Holding

NV

5,834

3,897,579

NVIDIA

Corp.

66,916

7,288,491

Taiwan

Semiconductor

Manufacturing

Co.

Ltd.,

ADR

11,373

1,895,765

Texas

Instruments,

Inc.

15,241

2,439,322

15,521,157

Software

&

Services

–

13.8%

Intuit,

Inc.

7,335

4,602,493

Microsoft

Corp.

19,017

7,516,659

ServiceNow,

Inc.

(a)

3,263

3,116,198

15,235,350

Technology

Hardware

&

Equipment

–

4.5%

Apple,

Inc.

23,288

4,948,700

Transportation

–

1.8%

Old

Dominion

Freight

Line,

Inc.

12,972

1,988,348

Total

Common

Stocks

(cost

$63,737,622)

107,504,868

4

Statement

of

Investments

(continued)

See

Notes

to

Financial

Statements

Description

Shares

Value

($)

Investment

Companies

–

2.5%

Registered

Investment

Companies

–

2.5%

Dreyfus

Institutional

Preferred

Government

Money

Market

Fund,

Institutional

Shares,

4.31%

(b)(c)

(cost

$2,732,127)

2,732,127

2,732,127

Total

Investments

(cost

$66,469,749)

99.9%

110,236,995

Cash

and

Receivables

(Net)

0.1%

123,976

Net

Assets

100.0%

110,360,971

ADR—American

Depositary

Receipt

(a)

Non-income

producing

security.

(b)

Investment

in

affiliated

issuer.

The

investment

objective

of

this

investment

company

is

publicly

available

and

can

be

found

within

the

investment

company’s

prospectus.

(c)

The

rate

shown

is

the

1-day

yield

as

of

April

30,

2025.

Holdings

and

transactions

in

these

affiliated

companies

during

the

period

ended

April

30,

2025

are

as

follows:

Description

Value

($)

10/31/24

Purchases

($)

1

Sales

($)

Value

($)

4/30/25

Dividends/

Distributions

($)

Investment

Companies

–

2.5%

Dreyfus

Institutional

Preferred

Government

Money

Market

Fund,

Institutional

Shares

1,059,523

13,698,414

(12,025,810)

2,732,127

18,964

Investment

of

Cash

Collateral

for

Securities

Loaned

–

0.0%

Dreyfus

Institutional

Preferred

Government

Money

Market

Fund,

Institutional

Shares

1,210,985

7,667,204

(8,878,189)

—

1,075

2

Total

–

2.5%

2,270,508

21,365,618

(20,903,999)

2,732,127

20,039

1

Includes

reinvested

dividends/distributions.

2

Represents

securities

lending

income

earned

from

the

reinvestment

of

cash

collateral

from

loaned

securities,

net

of

fees

and

collateral

investment

expenses,

and

other

payments

to

and

from

borrowers

of

securities.

5

STATEMENT

OF

ASSETS

AND

LIABILITIES

April

30,

2025

(Unaudited)

See

Notes

to

Financial

Statements

Cost

Value

Assets

($):

Investments

in

securities—See

Statement

of

Investments:

–

Unaffiliated

issuers

63,737,622

107,504,868‌

Affiliated

issuers

2,732,127

2,732,127‌

Dividends

receivable

115,670‌

Tax

reclaim

receivable—Note

2(b)

52,936‌

Affiliated

income

receivable

net

of

rebates

from

securities

lending

418‌

110,406,019‌

Liabilities

($):

Due

to

BNY

Mellon

ETF

Investment

Adviser,

LLC—Note

4

(b)

45,048‌

45,048‌

Net

Assets

($)

110,360,971‌

Composition

of

Net

Assets

($):

Paid-in

capital

42,428,842‌

Total

distributable

earnings

(loss)

67,932,129‌

Net

Assets

($)

110,360,971‌

Shares

outstanding

no

par

value

(unlimited

shares

authorized):

3,605,885‌

Net

asset

value

per

share

30.61‌

Market

price

per

share

30.62‌

6

STATEMENT

OF

OPERATIONS

Six

Months

Ended

April

30,

2025

(Unaudited)

See

Notes

to

Financial

Statements

Investment

Income

($):

Income:

Cash

dividends

(net

of

$7,351

foreign

taxes

withheld

at

source):

Unaffiliated

issuers

892,795‌

Affiliated

issuers

18,964‌

Interest

3,677‌

Affiliated

income

net

of

rebates

from

securities

lending—Note

2(c)

1,075‌

Total

Income

916,511‌

Expenses:

Management

fee—Note

4(a)

571,425‌

Distributions/Service

Plan

fees—Note

4(b)

108,307‌

Directors’

fees—Note

4(a)

and

Note

4(c)

7,055‌

Loan

commitment

fees—Note

3

655‌

Total

Expenses

687,442‌

Less—reduction

in

fees

due

pursuant

to

undertaking—Note

4(a)

(55,093‌)

Less—Directors'

fees

reimbursed

by

BNY

Mellon

Investment

Adviser,

Inc.—Note

4(a)

(7,055‌)

Less—reduction

in

Distribution

Plan

fees—Note

4(b)

(105,637‌)

Net

Expenses

519,657‌

Net

Investment

Income

396,854‌

Realized

and

Unrealized

Gain

(Loss)

on

Investments—Note

5

($):

Net

realized

gain

(loss)

on

investments

and

foreign

currency

transactions

17,591,078‌

Net

realized

gain

(loss)

on

in-kind

redemptions

22,864,118‌

Net

realized

gain

(loss)

40,455,196‌

Net

change

in

unrealized

appreciation

(depreciation)

on

investments

and

foreign

currency

transactions

(42,821,967‌)

Net

Realized

and

Unrealized

Gain

(Loss)

on

Investments

(2,366,771‌)

Net

Increase

(Decrease)

in

Net

Assets

Resulting

from

Operations

(1,969,917‌)

7

STATEMENT

OF

CHANGES

IN

NET

ASSETS

See

Notes

to

Financial

Statements

Six

Months

Ended

April

30,

2025

(Unaudited)

(a),(b)

Year

Ended

October

31,

2024

(b)

Operations

($):

Net

investment

income

396,854‌

363,072‌

Net

realized

gain

(loss)

on

investments

40,455,196‌

18,777,927‌

Net

change

in

unrealized

appreciation

(depreciation)

on

investments

(42,821,967‌)

9,521,872‌

Net

Increase

(Decrease)

in

Net

Assets

Resulting

from

Operations

(1,969,917‌)

28,662,871‌

Distributions

($):

Distributions

to

shareholders:

—‌

—‌

ETF

shares

and

Class

I

(7,152,860‌)

(1,981,880‌)

Class

A

(26,913,854‌)

(6,824,327‌)

Class

C

(786,825‌)

(225,471‌)

Total

distributions

(34,853,539‌)

(9,031,678‌)

Beneficial

Interest

Transactions

($):

Proceeds

from

shares

sold:

—‌

—‌

ETF

shares

and

Class

I

124,636,169‌

1,986,252‌

Class

A

3,198,933‌

1,476,112‌

Class

C

250‌

294,448‌

Distributions

reinvested:

—‌

—‌

ETF

shares

and

Class

I

6,982,587‌

1,920,003‌

Class

A

23,036,046‌

5,851,618‌

Class

C

784,813‌

225,471‌

Cost

of

shares

redeemed:

—‌

—‌

ETF

shares

and

Class

I

(43,329,884‌)

(5,672,035‌)

Class

A

(105,892,570‌)

(8,155,093‌)

Class

C

(3,002,057‌)

(790,024‌)

Increase

(Decrease)

in

Net

Assets

from

Beneficial

Interest

Transactions

6,414,287‌

(2,863,248‌)

Total

Increase

(Decrease)

in

Net

Assets

(30,409,169‌)

16,767,945‌

Net

Assets

($):

Beginning

of

Period

140,770,140‌

124,002,195‌

End

of

Period

110,360,971‌

140,770,140‌

Changes

in

Shares

Outstanding:

ETF

shares

and

Class

I

(c)

—‌

—‌

Shares

sold

4,075,257‌

50,074‌

Shares

issued

for

distributions

reinvested

202,801‌

52,819‌

Shares

redeemed

(1,393,631‌)

(143,743‌)

Net

Increase

(Decrease)

in

Shares

Outstanding

2,884,427‌

(40,850‌)

Class

A

(c),(d)

—‌

—‌

Shares

sold

91,405‌

38,569‌

Shares

issued

for

distributions

reinvested

672,382‌

162,169‌

Shares

redeemed

(3,361,607‌)

(208,100‌)

Net

Increase

(Decrease)

in

Shares

Outstanding

(2,597,820‌)

(7,362‌)

Class

C

(c),(d)

—‌

—‌

Shares

sold

7‌

8,069‌

Shares

issued

for

distributions

reinvested

26,323‌

7,002‌

Shares

redeemed

(108,304‌)

(22,557‌)

Net

Increase

(Decrease)

in

Shares

Outstanding

(81,974‌)

(7,486‌)

(a)

The

fund

commenced

offering

ETF

shares

after

the

close

of

business

March

28,

2025.

The

existing

Class

A,

Class

C

and

Class

I

shares

were

redesignated

into

ETF

shares.

(b)

Represents

information

for

the

fund's

predecessor,

BNY

Mellon

Tax

Managed

Growth

Fund,

through

March

28,

2025.

(c)

During

the

period

ended

April

30,

2025,

76,332

Class

C

shares

representing

$2,012,870

were

converted

to

64,702

Class

I

shares

and

2,832,348

Class

A

shares

representing

$87,547,888

were

converted

to

2,814,140

Class

I

shares.

(d)

During

the

period

ended

April

30,

2025,

540

Class

C

shares

representing

$18,591

were

automatically

converted

to

474

Class

A

shares

and

during

the

period

ended

October

31,

2024,

1,791

Class

C

shares

representing

$62,756

were

automatically

converted

to

1,596

Class

A

shares.

8

FINANCIAL

HIGHLIGHTS

Please

note

that

financial

highlights

information

in

the

following

table

for

the

fund’s

ETF

shares

represents

the

financial

highlights

of

the

Class

I

shares,

respectively

of

the

fund’s

predecessor,

BNY

Mellon

Tax

Managaed

Growth

Fund,

before

the

fund

commenced

operations

as

of

the

close

of

business

on

March

28,

2025,

and

represents

the

performance

of

the

fund’s

Class

I

thereafter.

Before

the

fund

commenced

operations,

all

of

the

assets

of

the

BNY

Mellon

Tax

Managed

Growth

Fund

were

transferred

to

the

fund

in

exchange

for

ETF

shares

of

the

fund

in

a

tax-free

reorganization.

See

Notes

to

Financial

Statements

Six

Months

Ended

April

30,

2025

(Unaudited)

Year

Ended

October

31,

2024

2023

2022

2021

2020

Per

Share

Data

($):

(a)

Net

asset

value,

beginning

of

period

41.70‌

36.13‌

35.23‌

44.65‌

33.90‌

30.55‌

Investment

Operations:

Net

investment

income

(b)

0.26‌

0.19‌

0.24‌

0.18‌

0.14‌

0.26‌

Net

realized

and

unrealized

gain

(loss)

on

investments

(1.05‌)

8.12‌

3.43‌

(7.84‌)

13.04‌

4.73‌

Total

from

Investment

Operations

(0.79‌)

8.31‌

3.67‌

(7.66‌)

13.18‌

4.99‌

Distributions:

–

–

–

–

–

–

Dividends

from

net

investment

income

(0.10‌)

(0.21‌)

(0.23‌)

(0.04‌)

(0.15‌)

(0.30‌)

Dividends

from

net

realized

gain

on

investments

(10.20‌)

(2.53‌)

(2.54‌)

(1.72‌)

(2.28‌)

(1.34‌)

Total

Distributions

(10.30‌)

(2.74‌)

(2.77‌)

(1.76‌)

(2.43‌)

(1.64‌)

Net

asset

value,

end

of

period

30.61‌

41.70‌

36.13‌

35.23‌

44.65‌

33.90‌

Market

price,

end

of

period

30.62‌

—‌

—‌

—‌

—‌

—‌

Net

Asset

Value

Total

Return

(%)

(c)

(3.09‌)

24.12‌

10.95‌

(17.90‌)

40.76‌

17.00‌

Market

Price

Total

Return

(%)

(c)

(3.04‌)

—‌

—‌

—‌

—‌

—‌

Ratios/Supplemental

Data

(%):

Ratio

of

total

expenses

to

average

net

assets

1.07‌

(d)

0.97‌

0.97‌

0.96‌

0.96‌

0.96‌

Ratio

of

net

expenses

to

average

net

assets

(e)

0.81‌

(d),(f),(g)

0.88‌

(f)

0.95‌

(f)

0.95‌

0.95‌

0.95‌

Ratio

of

net

investment

income

to

average

net

assets

(e)

0.62‌

(d),(f),(g)

0.47‌

(f)

0.67‌

(f)

0.46‌

0.46‌

0.81‌

Portfolio

Turnover

Rate

(h)

8.72‌

14.92‌

1.73‌

7.55‌

4.27‌

9.68‌

Net

Assets,

end

of

period

($

x

1,000)

110,361‌

30,087‌

27,543‌

21,512‌

25,691‌

16,013‌

(a)

Represents

information

for

the

fund's

predecessor,

BNY

Mellon

Tax

Managed

Growth

Fund,

through

March

28,

2025.

(b)

Based

on

average

shares

outstanding.

(c)

Net

asset

value

total

return

is

calculated

assuming

an

initial

investment

made

at

the

net

asset

value

at

the

beginning

of

the

period,

reinvestment

of

all

dividends

and

distributions

at

net

asset

value

during

the

period,

and

redemption

at

net

asset

value

on

the

last

day

of

the

period.

Net

asset

value

total

return

includes

adjustments

in

accordance

with

accounting

principles

generally

accepted

in

the

United

States

of

America

and

as

such,

the

net

asset

value

for

financial

reporting

purposes

and

the

returns

based

upon

those

net

asset

values

may

differ

from

the

net

asset

value

and

returns

for

shareholder

transactions.

Market

price

total

return

is

calculated

assuming

an

initial

investment

made

at

the

market

price

at

the

beginning

of

the

period,

reinvestment

of

all

dividends

and

distributions

at

market

price

during

the

period,

and

sale

at

the

market

price

on

the

last

day

of

the

period.

Total

investment

returns

calculated

for

a

period

of

less

than

one

year

are

not

annualized.

(d)

Annualized.

(e)

Amount

inclusive

of

Directors’

fees

reimbursed

by

BNY

Mellon

Investment

Adviser,

Inc.

(f)

Amount

inclusive

of

reduction

in

expenses

pursuant

to

undertaking.

(g)

Amount

inclusive

of

reduction

in

Distribution

Plan

fees.

(h)

Portfolio

turnover

rate

is

not

annualized

for

periods

less

than

one

year,

if

applicable,

and

does

not

include

securities

received

or

delivered

from

processing

creations

or

redemptions.

9

NOTES

TO

FINANCIAL

STATEMENTS

(Unaudited)

NOTE

1—Organization:

BNY

Mellon

Concentrated

Growth

ETF (the “fund”) is a

separate

non-diversified series

of

BNY

Mellon

ETF

Trust

II (the

“Trust”),

which is

registered as

a

Massachusetts

business

trust

under

the

Investment

Company

Act

of

1940,

as

amended

(the

“Act”),

as

an

open-

ended

management

investment

company.

The

Trust

operates

as

a

series

company

currently

consisting

of

two

series,

including

the

fund.

The

investment

objective

of

the

fund

is

to

seek

long-term

total

return.

BNY

Mellon

ETF

Investment

Adviser,

LLC

(the

“Adviser”),

a

wholly-owned

subsidiary

of

The

Bank

of

New

York

Mellon

Corporation

(“BNY”),

serves

as

the

fund’s

investment

adviser. Fayez

Sarofim

&

Co.,

LLC (the

“Sub-Adviser”),

serves

as

the

fund’s

sub-adviser.

The

Bank

of

New

York

Mellon,

a

subsidiary

of

BNY

and

an

affiliate

of

the

Adviser,

serves

as

administrator,

custodian

and

transfer

agent

with

the

Trust.

BNY

Mellon

Securities

Corporation

(the

“Distributor”),

a wholly-owned

subsidiary

of

the

Adviser,

is

the

distributor

of

the

fund’s

shares.

As

of

the

close

of

business

on

March

28,

2025,

pursuant

to

an

Agreement

and

Plan

of

Reorganization

(the

“Agreement”)

previously

approved

by

the

Board

of

Trustees

(the

“Board”),

all

of

the

assets,

subject

to

the

liabilities,

of

BNY

Mellon

Tax

Managed

Growth

Fund

(the

“Predecessor

Fund”),

a

series

of

BNY

Mellon

Investment

Funds

IV,

Inc.,

were

transferred

to

the

fund

in

a

tax

free

exchange

for

whole

ETF

shares.

Shareholders

of

Class

I

shares

of

the

Predecessor

Fund

received

Class

ETF

shares

of

the

fund

in

each

case

in

an

amount

equal

to

the

aggregate

net

asset

value

of

their

investment

in

the

Predecessor

Fund

at

the

time

of

the

exchange.

Prior

to

the

date

of

the

exchange

the

Predecessor

Fund

redesignated

Class

A

and

Class

C

shares

into

Class

I

shares.

The

net

asset

value

of

the

fund’s

shares

on

the

close

of

business

on

March

28,

2025,

after

the

reorganization

was

$30.69

for

Class

I

shares,

and

a

total

of

3,645,886

Class

I

shares,

representing

net

assets

of

$111,903,401

(including

$65,555,300

net

appreciation

on

investments)

were

issued

to

shareholder

of

the

Predecessor

Fund

in

the

exchange.

The

Predecessor

Fund

is

the

accounting

survivor

and

its

historical

performance

is

presented

for

periods

through

March

28,

2025.

The

shares

of

the

fund

are

referred

to

herein

as

“Shares”

or

“Fund

Shares.”

Fund

Shares

are

listed

and

traded

on

NYSE

Arca,

Inc.

The

market

price

of

each

Share

may

differ

to

some

degree

from

the

fund’s

net

asset

value

(“NAV”).

Unlike

conventional

mutual

funds,

the

fund

issues

and

redeems

Shares

on

a

continuous

basis,

at

NAV,

only

in

a

large

specified

number

of

Shares,

each

called

a

“Creation

Unit”.

Creation

Units

are

issued

and

redeemed

principally

in

exchange

for

the

deposit

or

delivery

of

a

basket

of

securities.

Except

when

aggregated

in

Creation

Units

by

Authorized

Participants,

the

Shares

are

not

individually

redeemable

securities

of

the

fund.

Individual

Fund

Shares

may

only

be

purchased

and

sold

on

the

NYSE

Arca,

Inc.,

other

national

securities

exchanges,

electronic

crossing

networks

and

other

alternative

trading

systems

through

your

broker-dealer

at

market

prices.

Because

Fund

Shares

trade

at

market

prices

rather

than

at

NAV,

Fund

Shares

may

trade

at

a

price

greater

than

NAV

(premium)

or

less

than

NAV

(discount).

When

buying

or

selling

Shares

in

the

secondary

market,

you

may

incur

costs

attributable

to

the

difference

between

the

highest

price

a

buyer

is

willing

to

pay

to

purchase

Shares

of

the

fund

(bid)

and

the

lowest

price

a

seller

is

willing

to

accept

for

Shares

of

the

fund

(ask). 

NOTE

2—Significant

Accounting

Policies: 

The

Financial

Accounting

Standards

Board

(“FASB”)

Accounting

Standards

Codification

(“ASC”)

is

the

exclusive

reference

of

authoritative

U.S.

generally

accepted

accounting

principles

(“GAAP”)

recognized

by

the

FASB

to

be

applied

by

nongovernmental

entities.

Rules

and

interpretive

releases

of

the

SEC

under

authority

of

federal

laws

are

also

sources

of

authoritative

GAAP

for

SEC

registrants. The

fund

is an

investment

company

and

applies

the

accounting

and

reporting

guidance

of

the

FASB

ASC

Topic

946

Financial

Services-Investment

Companies. The

fund’s

financial

statements

are

prepared

in

accordance

with

GAAP,

which

may

require

the

use

of

management

estimates

and

assumptions.

Actual

results

could

differ

from

those

estimates.  

The

Trust

enters

into

contracts

that

contain

a

variety

of

indemnifications.

The

fund’s

maximum

exposure

under

these

arrangements

is

unknown.

The

fund

does

not

anticipate

recognizing

any

loss

related

to

these

arrangements. 

(a)

Portfolio

valuation:

The

fair

value

of

a

financial

instrument

is

the

amount

that

would

be

received

to

sell

an

asset

or

paid

to

transfer

a

liability

in

an

orderly

transaction

between

market

participants

at

the

measurement

date

(i.e.,

the

exit

price).

GAAP

establishes

a

fair

value

hierarchy

that

prioritizes

the

inputs

of

valuation

techniques

used

to

measure

fair

value.

This

hierarchy

gives

the

highest

priority

to

unadjusted

quoted

prices

in

active

markets

for

identical

assets

or

liabilities

(Level

1

measurements)

and

the

lowest

priority

to

unobservable

inputs

(Level

3

measurements).

Additionally,

GAAP

provides

guidance

on

determining

whether

the

volume

and

activity

in

a

market

has

decreased

significantly

and

whether

such

a

decrease

in

activity

results

in

transactions

that

are

not

orderly.

GAAP

requires

enhanced

disclosures

around

valuation

inputs

and

techniques

used

during

annual

and

interim

periods.

Various

inputs

are

used

in

determining

the

value

of

the

fund’s

investments

relating

to

fair

value

measurements.

These

inputs

are

summarized

in

the

three

broad

levels

listed

below:

Level

1

—

unadjusted

quoted

prices

in

active

markets

for

identical

investments.

10

NOTES

TO

FINANCIAL

STATEMENTS

(Unaudited)

(continued)

Level

2

—

other

significant

observable

inputs

(including

quoted

prices

for

similar investments,

interest

rates,

prepayment

speeds,

credit

risk,

etc.).

Level

3

—

significant

unobservable

inputs

(including

the

fund’s

own

assumptions

in

determining

the

fair

value

of

investments).

The

inputs

or

methodology

used

for

valuing

securities

are

not

necessarily

an

indication

of

the

risk

associated

with

investing

in

those

securities.

Changes

in

valuation

techniques

may

result

in

transfers

in

or

out

of

an

assigned

level

within

the

disclosure

hierarchy.

Valuation

techniques

used

to

value

the

fund’s

investments

are

as

follows:

The

Trust’s Board

of

Trustees

(the

“Board”)

has

designated

the

Adviser

as

the

fund’s

valuation

designee

to

make

all

fair

value

determinations

with

respect

to

the

fund’s

portfolio

of

investments,

subject

to

the

Board’s

oversight

and

pursuant

to

Rule

2a-5

under

the

Act.

Investments

in

equity

securities,

including

ETFs

(but

not

including

investments

in

other

open-end

registered

investment

companies),

generally

are

valued

at

the

last

sales

price

on

the

day

of

valuation

on

the

securities

exchange

or

national

securities

market

on

which

such

securities

primarily

are

traded.

Securities

listed

on

the

National

Association

of

Securities

Dealers

Automated

Quotation

System

(“NASDAQ”)

for

which

market

quotations

are

available

will

be

valued

at

the

official

closing

price.

If

there

are

no

transactions

in

a

security,

or

no

official

closing

prices

for

a

NASDAQ

market-listed

security

on

that

day,

the

security

will

be

valued

at

the

average

of

the

most

recent

bid

and

asked

prices.

Bid

price

is

used

when

no

asked

price

is

available.

Open

short

positions

for

which

there

is

no

sale

price

on

a

given

day

are

valued

at

the

lowest

asked

price.

Registered

investment

companies

that

are

not

traded

on

an

exchange

are

valued

at

their

net

asset

value.

All

of

the

preceding

securities

are

generally

categorized

within

Level

1

of

the

fair

value

hierarchy. 

When

market

quotations

or

official

closing

prices

are

not

readily

available,

or

are

determined

not

to

reflect

fair

value

accurately,

they are

valued

at

fair

value

as

determined

in

good

faith

based

on

procedures

approved

by

the

Board.

Fair

value

of

investments

may

be

determined

by

valuation

designee

using

such

information

as

it

deems

appropriate

under

the

circumstances.

Certain

factors

may

be

considered

when

fair

valuing

investments

such

as:

fundamental

analytical

data,

the

nature

and

duration

of

restrictions

on

disposition,

an

evaluation

of

the

forces

that

influence

the

market

in

which

the

securities

are

purchased

and

sold,

and

public

trading

in

similar

securities

of

the

issuer

or

comparable

issuers.

These

securities

are

either

categorized

within

Level

2

or

3

of

the

fair

value

hierarchy

depending

on

the

relevant

inputs

used.

For

securities

where

observable

inputs

are

limited,

assumptions

about

market

activity

and

risk

are

used

and

are

generally

categorized

within

Level

3

of

the

fair

value

hierarchy.

The

table

below

summarizes

the

inputs

used

as

of April

30,

2025

in

valuing

the

fund’s

investments:

Fair

Value

Measurements

(b)

Foreign

currency

transactions:

The

fund

does

not

isolate

that

portion

of

the

results

of

operations

resulting

from

changes

in

foreign

exchange

rates

on

investments

from

the

fluctuations

arising

from

changes

in

the

market

prices

of

securities

held.

Such

fluctuations

are

included

with

the

net

realized

and

unrealized

gain

or

loss

on

investments.

Net

realized

foreign

exchange

gains

or

losses

arise

from

sales

of

foreign

currencies,

currency

gains

or

losses

realized

on

securities

transactions

between

trade

and

settlement

date,

and

the

difference

between

the

amounts

of

dividends,

interest

and

foreign

withholding

taxes

recorded

on

the

fund’s

books

and

the

U.S.

dollar

equivalent

of

the

amounts

actually

received

or

paid.

Net

unrealized

foreign

exchange

gains

and

losses

arise

from

changes

in

the

value

of

assets

and

liabilities

other

than

investments

resulting

from

changes

in

exchange

rates.

Foreign

currency

gains

and

losses

on

foreign

currency

transactions

are

also

included

with

net

realized

and

unrealized

gain

or

loss

on

investments.

Foreign

Taxes:

The

fund

may

be

subject

to

foreign

taxes

(a

portion

of

which

may

be

reclaimable)

on

income,

stock

dividends,

realized

and

unrealized

capital

gains

on

investments

or

certain

foreign

currency

transactions.

Foreign

taxes

are

recorded

in

accordance

with

the

applicable

foreign

tax

regulations

and

rates

that

exist

in

the

foreign

jurisdictions

in

which

the

fund

invests.

These

foreign

taxes,

if

any,

are

paid

by

the

fund

and

are

reflected

in

the

Statement

of

Operations,

if

applicable.

Foreign

taxes

payable

or

deferred

or

those

subject

to

reclaims as

of 

April

30,

2025

,

if

any,

are

disclosed

in

the

fund’s

Statement

of

Assets

and

Liabilities.

Level

1

-

Unadjusted

Quoted

Prices

Level

2

-

Other

Significant

Observable

Inputs

Level

3

-

Significant

Unobservable

Inputs

Total

Assets

($)

Investments

In

Securities:

†

Common

Stocks

107,504,868

—

—

107,504,868

Investment

Companies

2,732,127

—

—

2,732,127

110,236,995

—

—

110,236,995

†

See

Statement

of

Investments

for

additional

detailed

categorizations,

if

any.

11

(c)

Securities

transactions

and

investment

income:

Securities

transactions

are

recorded

on

a

trade

date

basis.

Realized

gains

and

losses

from

securities

transactions

are

recorded

on

the

identified

cost

basis.

Dividend

income

is

recognized

on

the

ex-dividend

date

and

interest

income,

including,

where

applicable,

accretion

of

discount

and

amortization

of

premium

on

investments,

is

recognized

on

the

accrual

basis.

Pursuant

to

a

securities

lending

agreement

with

BNY,

the

fund

may

lend

securities

to

qualified

institutions.

It

is

the

fund’s

policy

that,

at

origination,

all

loans

are

secured

by

collateral

of

at

least

102%

of

the

value

of

U.S.

securities

loaned

and

105%

of

the

value

of

foreign

securities

loaned.

Collateral

equivalent

to

at

least

100%

of

the

market

value

of

securities

on

loan

is

maintained

at

all

times.

Collateral

is

either

in

the

form

of

cash,

which

can

be

invested

in

certain

money

market

mutual

funds

managed

by

the

Adviser,

or

U.S.

Government

and

Agency

securities.

Any

non-cash

collateral

received

cannot

be

sold

or

re-pledged

by

the

fund,

except

in

the

event

of

borrower

default.

The

securities

on

loan,

if

any,

are

also

disclosed

in

the

fund’s

Statement

of

Investments.

The

fund is

entitled

to

receive

all

dividends,

interest

and

distributions

on

securities

loaned,

in

addition

to

income

earned

as

a

result

of

the

lending

transaction.

Should

a

borrower

fail

to

return

the

securities

in

a

timely

manner,

BNY

is

required

to

replace

the

securities

for

the

benefit

of

the

fund

or

credit

the

fund

with

the

market

value

of

the

unreturned

securities

and

is

subrogated

to

the

fund’s

rights

against

the

borrower

and

the

collateral.

Additionally,

the

contractual

maturity

of

security

lending

transactions

are

on

an

overnight

and

continuous

basis.

During

the

period

ended

April

30,

2025,

BNY

earned

$154 from

the

lending

of

the

fund’s portfolio

securities,

pursuant

to

the

securities

lending

agreement.

For

financial

reporting

purposes,

the

fund

elects

not

to

offset

assets

and

liabilities

subject

to

a

securities

lending

agreement,

if

any,

in

the

Statement

of

Assets

and

Liabilities.

Therefore,

all

qualifying

transactions

are

presented

on

a

gross

basis

in

the

Statement

of

Assets

and

Liabilities.

As

of

April

30,

2025,

the

fund

had no securities on loan.

(d)

Affiliated

issuers:

Investments

in

other

investment

companies

advised

by

the

Adviser

or

its

affiliates are

defined

as

“affiliated”

under

the

Act. 

(e)

Market

Risk:

 The

value

of

the

securities

in

which

the

fund

invests

may

be

affected

by

political,

regulatory,

economic

and

social

developments,

and

developments

that

impact

specific

economic

sectors,

industries

or

segments

of

the

market.

In

addition,

turbulence

in

financial

markets

and

reduced

liquidity

in

equity,

credit

and/or

fixed

income

markets

may

negatively

affect

many

issuers,

which

could

adversely

affect

the

fund.

Global

economies

and

financial

markets

are

becoming

increasingly

interconnected,

and

conditions

and

events

in

one

country,

region

or

financial

market

may

adversely

impact

issuers

in

a

different

country,

region

or

financial

market.

These

risks

may

be

magnified

if

certain

events

or

developments

adversely

interrupt

the

global

supply

chain;

in

these

and

other

circumstances,

such

risks

might

affect

companies

world-wide.

Growth

Stock

Risk:

The

fund

invests

in

stocks

of

companies

the

sub-adviser

believes

are

growth

companies

(growth

stocks).

The

prices

of

growth

stocks

may

be

based

largely

on

expectations

of

future

earnings,

and

their

prices

can

decline

rapidly

and

significantly

in

reaction

to

negative

news.

Growth

stocks

may

underperform

value

stocks

and

stocks

in

other

broad

style

categories

(and

the

stock

market

as

a

whole)

over

any

period

of

time

and

may

shift

in

and

out

of

favor

with

investors

generally,

sometimes

rapidly,

depending

on

changes

in

market,

economic,

and

other

factors.

Foreign

Investment

Risk:

To

the

extent

the

fund

invests

in

foreign

securities,

the

fund’s

performance

will

be

influenced

by

political,

social

and

economic

factors

affecting

investments

in

foreign

issuers.

Special

risks

associated

with

investments

in

foreign

issuers

include

exposure

to

currency

fluctuations,

less

liquidity,

less

developed

or

less

efficient

trading

markets,

lack

of

comprehensive

company

information,

political

and

economic

instability

and

differing

auditing

and

legal

standards.

The

imposition

of

sanctions,

confiscations,

trade

restrictions

(including

tariffs)

and

other

government

restrictions

by

the

United

States

and

other

governments,

or

problems

in

share

registration,

settlement

or

custody,

may

result

in

losses

for

the

fund.

Investments

denominated

in

foreign

currencies

are

subject

to

the

risk

that

such

currencies

will

decline

in

value

relative

to

the

U.S.

dollar

and

affect

the

value

of

these

investments

held

by

the

fund.

To

the

extent

securities

held

by

the

fund

trade

in

a

market

that

is

closed

when

the

exchange

on

which

the

fund’s

shares

trade

is

open,

there

may

be

deviations

between

the

current

price

of

a

security

and

the

last

quoted

price

for

the

security

in

the

closed

foreign

market.

These

deviations

could

result

in

the

fund

experiencing

premiums

or

discounts

greater

than

those

of

ETFs

that

invest

in

domestic

securities.

To

the

extent

the

fund’s

investments

are

focused

in

a

limited

number

of

foreign

countries,

the

fund’s

performance

could

be

more

volatile

than

that

of

more

geographically

diversified

funds.

Authorized

Participants,

Market

Makers

and

Liquidity

Providers

Risk:

The

fund

has

a

limited

number

of

financial

institutions

that

may

act

as

Authorized

Participants,

which

are

responsible

for

the

creation

and

redemption

activity

for

the

fund.

In

addition,

there

may

be

a

limited

number

of

market

makers

and/or

liquidity

providers

in

the

marketplace.

To

the

extent

either

of

the

following

events

occur,

fund

shares

may

trade

at

a

material

discount

to

net

asset

value

and

possibly

face

delisting:

(

i

)

Authorized

Participants

exit

the

business

or

otherwise

become

unable

to

process

creation

and/or

redemption

orders

and

no

other

Authorized

Participants

step

forward

to

perform

these

services,

or

(ii)

market

makers

and/or

liquidity

providers

exit

the

business

or

significantly

reduce

their

business

activities

and

no

other

entities

step

forward

to

perform

their

functions.

12

NOTES

TO

FINANCIAL

STATEMENTS

(Unaudited)

(continued)

Non-Diversification

Risk:

The

fund

is

non-diversified,

which

means

that

the

fund

may

invest

a

relatively

high

percentage

of

its

assets

in

a

limited

number

of

issuers.

Therefore,

the

fund’s

performance

may

be

more

vulnerable

to

changes

in

the

market

value

of

a

single

issuer

or

group

of

issuers

and

more

susceptible

to

risks

associated

with

a

single

economic,

political

or

regulatory

occurrence

than

a

diversified

fund.

(f)

Dividends

and

distributions

to

shareholders:

Dividends

and

distributions

are

recorded

on

the

ex-dividend

date.

Dividends

from

net

investment

income

and

dividends

from

net

realized

capital

gains,

if

any,

are

normally

declared

and

paid

annually,

but

the

fund

may

make

distributions

on

a

more

frequent

basis

to

comply

with

the

distribution

requirements

of

the

Internal

Revenue

Code

of

1986,

as

amended

(the

“Code”).

To

the

extent

that

net

realized

capital

gains

can

be

offset

by

capital

loss

carryovers

of

a

fund,

it

is

the

policy

of

the

fund

not

to

distribute

such

gains.

Income

and

capital

gain

distributions

are

determined

in

accordance

with

income

tax

regulations,

which

may

differ

from

GAAP.

(g)

Federal

income

taxes:

It

is

the

policy

of

the

fund

to

continue

to

qualify

as

a

regulated

investment

company,

if

such

qualification

is

in

the

best

interests

of

its

shareholders,

by

complying

with

the

applicable

provisions

of

the

Code,

and

to

make

distributions

of

taxable

income

and

net

realized

capital

gain

sufficient

to

relieve

it

from

substantially

all

federal

income

and

excise

taxes.

As

of

and

during

the period

ended April

30,

2025,

the

fund

did

not

have

any

liabilities

for

any

uncertain

tax

positions.

The

fund

recognizes

interest

and

penalties,

if

any,

related

to

uncertain

tax

positions

as

income

tax

expense

in

the

Statement

of

Operations.

During

the period

ended April

30,

2025,

the

fund

did

not

incur

any

interest

or

penalties.

Each

tax

year

in

the

three-year

period

ended October

31,

2024

remains

subject

to

examination

by

the

Internal

Revenue

Service

and

state

taxing

authorities. 

The

tax

character

of

distributions

paid

to

shareholders

during

the

fiscal

year

ended

October

31,

2024

were

as

follows:

ordinary

income

$435,166

and

long-term

capital

gains

$8,596,513.

The

tax

character

of

current

year

distributions

will

be

determined

at

the

end

of

the

current

fiscal

year. 

(h)

Operating

Segment

Reporting:

In

this

reporting

period,

the

fund

adopted

FASB

Accounting

Standards

Update

2023-07,

Segment

Reporting

(Topic

280)

-

Improvements

to

Reportable

Segment

Disclosures

(“ASU

2023-07”).

Adoption

of

the

new

standard

impacted

financial

statement

disclosures

only

and

did

not

affect

the

fund’s

financial

position

or

the

results

of

its

operations.

The

ASU

2023-07

is

effective

for

public

entities

for

fiscal

years

beginning

after

December

15,

2023,

and

requires

retrospective

application

for

all

prior

periods

presented

within

the

financial

statements.

Since

its

commencement,

the

fund

operates

and

is

managed

as

a

single

reportable

segment

deriving

returns

in

the

form

of

dividends,

interest

and/or

gains

from

the

investments

made

in

pursuit

of

its

single

stated

investment

objective

as

outlined

in

the

fund’s

prospectus.

The

accounting

policies

of

the

fund

are

consistent

with

those

described

in

these

Notes

to

the

Financial

Statements.

The

chief

operating

decision

maker

(“CODM”)

is

represented

by

BNY

Investments,

the

management

of

the

fund’s

adviser,

comprising

of

Senior

management

and

Directors.

The

CODM

considers

net

increase

in

net

assets

resulting

from

operations

in

deciding

whether

to

purchase

additional

investments

or

to

make

distributions

to

its

shareholders.

Detailed

financial

information

for

the

fund

is

disclosed

within

these

financial

statements

with

total

assets

and

liabilities

disclosed

on

the

statement

of

assets

and

liabilities,

investments

held

on

the

statement

of

Investments,

results

of

operations

and

significant

segment

expenses

on

the

statement

of

operations

and

other

information

about

the

fund’s

performance,

including

total

return,

portfolio

turnover

and

ratios

within

the

financial

highlights.

NOTE

3—Bank

Lines

of

Credit:

Prior

to

March

28,

2025,

the

Predecessor

Fund

had

participated

with

other

long-term

open-end

funds

managed

by

BNY

Mellon

Investment

Adviser,

Inc.

(the

“Predecessor

Fund

Adviser”)

in

a

$738

million

unsecured

credit

facility

led

by

Citibank,

N.A.

(the

“Citibank

Credit

Facility”)

and

a

$300

million

unsecured

credit

facility

provided

by

BNY

(the

“BNY

Credit

Facility”),

each

to

be

utilized

primarily

for

temporary

or

emergency

purposes,

including

the

financing

of

redemptions

(each,

a

“Facility”).

The

Citibank

Credit

Facility

is

available

in

two

tranches:

(i)

Tranche

A

is

in

an

amount

equal

to

$618

million

and

is

available

to

all

long-term

open-ended

funds,

including

the

fund,

and

(ii)

Tranche

B

is

an

amount

equal

to

$120

million

and

is

available

only

to

BNY

Mellon

Floating

Rate

Income

Fund,

a

series

of

BNY

Mellon

Investment

Funds

IV,

Inc.

In

connection

therewith,

the

Predecessor

Fund

has

agreed

to

pay

its

pro

rata

portion

of

commitment

fees

for

Tranche

A

of

the

Citibank

Credit

Facility

and

the

BNY

Credit

Facility.

Interest

is

charged

to

the

fund

based

on

rates

determined

pursuant

to

the

terms

of

the

respective

Facility

at

the

time

of

borrowing.

During

the

period

ended

April

30,

2025,

the

fund

did

not

borrow

under

either

Facility.

13

NOTE

4—Management

Fee,

Sub-Advisory

Fee

and

Other

Transactions

with

Affiliates:

(a)

Pursuant

to

a

management

agreement

with

the

Adviser,

the

management

fee

is computed

at

an

annual

rate of

0.50%

of

the

value

of

the

fund’s

average

daily

net

assets

and

is

payable

monthly.

Prior

to

March

28,

2025,

the

Predecessor

Fund

Adviser

fee

was

computed

at

an

annual

rate

of

0.95%

of

the

Predecessor

Fund’s

average

daily

net

assets,

and

was

payable

monthly.

The

fund’s

management

agreement

provides

that

the

Adviser

pays

substantially

all

expenses

of

the

fund,

except

for

the

management

fees,

payments

under

the

fund’s

12b-1

plan

(if

any),

interest

expenses,

taxes,

acquired

fund

fees

and

expenses,

brokerage

commissions,

costs

of

holding

shareholder

meetings,

fees

and

expenses

associated

with

the

fund’s

securities

lending

program,

and

litigation

and

potential

litigation

and

other

extraordinary

expenses

not

incurred

in

the

ordinary

course

of

the

fund’s

business.

The

Adviser

may

from

time

to

time

voluntarily

waive

and/or

reimburse

fees

or

expenses

in

order

to

limit

total

annual

fund

operating

expenses.

Any

such

voluntary

waiver

or

reimbursement

may

be

eliminated

by

the

Adviser

at

any

time.

During

the

period

ended

April

30,

2025

,

there

was

no

reduction

in

expenses

pursuant

to

the

undertaking.

The Predecessor

Fund

Adviser had

agreed

in

its

investment

management

agreement

with

the

fund

to:

(1)

pay

all

of

the

fund’s

direct

expenses,

except

management

fees,

Rule

12b-1Distribution/Service

Plan

fees

and

certain

other

expenses,

including

the

fees

and

expenses

of

the

independent

board

members

and

independent

counsel

to

the

fund

and

to

the

independent

board

members,

and

(2)

reduce

its

fees

pursuant

to

the

management

agreement

in

an

amount

equal

to

the

fund’s

allocable

portion

of

the

fees

and

expenses

of

the

independent

board

members

and

independent

counsel

to

the

fund

and

to

the

independent

board

members. During

the

period

ended

April

30,

2025,

fees

reimbursed

by

the

Adviser

amounted

to

$7,055.

The

Predecessor

Fund

Adviser

had

agreed

to

waive

receipt

of

the

fund’s

12b-1

Distribution

fee

of

the

value

of

the

fund's

average

daily

net

assets.

The

reduction

in

expenses,

pursuant

to

the

undertaking,

amounted

to

$105,637

during

the

period

ended

April

30,

2025.

The

Predecessor

Fund

Adviser

had

contractually

agreed,

from

November

1,

2024

through

March

28,

2025,

to

waive

receipt

of

a

portion

of

the

fund's

management

fee,

in

the

amount

of

.10%

of

the

value

of

the

funds

average

daily

net

assets.

On

March

28,

2025,

the

Predecessor

Fund

Adviser

had

terminate

this

waiver

agreement.

The

reduction

in

expenses,

pursuant

to

the

undertaking,

amounted

to $55,093

during

the

period

ended

April

30,

2025.

Pursuant

to

a

sub-investment

advisory

agreement

between

the

Adviser

and

the

Sub-Adviser,

the

Sub-Adviser

serves

as

the

fund’s

sub-

adviser

responsible

for

the

day-to-day

management

of

the

fund’s

portfolio.

The

Adviser

pays

the

Sub-Adviser

a

monthly

fee

at

an

annual

percentage

of

the

value

of

the

fund’s

average

daily

net

assets.

The

Adviser

has

obtained

an

exemptive

order

from

the

SEC

(the

“Order”),

upon

which

the

fund

may

rely,

to

use

a

manager

of

managers

approach

that

permits

the

Adviser,

subject

to

certain

conditions

and

approval

by

the

Board,

to

enter

into

and

materially

amend

sub-investment

advisory

agreements

with

one

or

more

sub-advisers

who

are

either

unaffiliated

or

affiliated

with

the

Adviser

without

obtaining

shareholder

approval.

The

Order

also

relieves

the

fund

from

disclosing

the

sub-advisory

fee

paid

by

the

Adviser

to

a

Sub-Adviser

in

documents

filed

with

the

SEC

and

provided

to

shareholders.

In

addition,

pursuant

to

the

Order,

it

is

not

necessary

to

disclose

the

sub-advisory

fee

payable

by

the

Adviser

separately

to

a

Sub-Adviser

that

is

a

wholly-owned

subsidiary

(as

defined

in

the

1940

Act)

of

BNY

in

documents

filed

with

the

SEC

and

provided

to

shareholders;

such

fees

are

to

be

aggregated

with

fees

payable

to

the

Adviser.

The

Adviser

has

ultimate

responsibility

(subject

to

oversight

by

the

Board)

to

supervise

any

Sub-Adviser

and

recommend

the

hiring,

termination,

and

replacement

of

any

Sub-Adviser

to

the

Board.

Pursuant

to

a

sub-investment

advisory

agreement

between

the

Adviser

and

the

Sub-Adviser,

the

Adviser

pays

the

Sub-Adviser

a

monthly

fee

at

an

annual

rate

of

0.2175%

of

the

value

of

the

fund’s

average

daily

net

assets.

The

Adviser,

and

not

the

fund,

pays

the

Sub-Adviser

fee

rate.

Prior

to

March

28,

2025,

pursuant

to

a

sub-investment

advisory

agreement

between

the

Predecessor

Fund

Adviser

and

the

Sub-Adviser,

the

Predecessor

Fund

Adviser

paid

the

Sub-Adviser

a

monthly

fee

at

an

annual

rate

of

.2175%

of

the

value

of

the

fund’s

average

daily

net

assets.

(b)

Under

the

Predecessor

Fund’s

Distribution

Plans

adopted

pursuant

to

Rule

12b-1

(the

“Distribution

Plans”)

under

the

Act,

Class

A

shares

paid

annually

up

to

.25%

of

the

value

of

its

average

daily

net

assets

to

compensate

the

Distributor

and

its

affiliates

for

shareholder

servicing

activities

and

expenses

primarily

intended

to

result

in

the

sale

of

Class

A

shares.

The

Distributor

may

compensate

Service

Agents

in

respect

of

distribution

related

services

with

regard

to

the

fund

and/or

shareholder

services

to

the

Service

Agents’

clients

that

hold

Class

A

shares.

Class

C

shares

pay

the

Distributor

for

distributing

its

shares

at

an

annual

rate

of

.75%

of

the

value

of

its

average

daily

net

assets

of

Class

C

shares.

The

Distributor

may

pay

one

or

more

Service

Agents

for

distribution

related

services,

and

determines

the

amounts,

if

any,

to

be

paid

to

Service

Agents

and

the

basis

on

which

such

payments

are

made.

Class

C

shares

are

also

subject

to

a

service

plan

adopted

pursuant

to

Rule

12b-1

(the

“Service

Plan”),

under

which

Class

C

shares

paid

the

Distributor

for

providing

certain

services

to

the

holders

of

their

shares,

a

fee

at

an

annual

rate

of

.25%

of

the

value

of

the

average

daily

net

assets

of

Class

C

shares.

Services

include

personal

services

relating

to

shareholder

accounts,

such

as

answering

shareholder

inquiries

regarding

the

fund,

and

providing

services

related

to

the

14

NOTES

TO

FINANCIAL

STATEMENTS

(Unaudited)

(continued)

maintenance

of

shareholder

accounts.

The

Distributor

may

make

payments

to

certain

Service

Agents

in

respect

of

these

services.

During

the

period

ended

April

30,

2025,

Class

A

and

Class

C

were

charged

$97,627 and

$8,010,

respectively,

pursuant

to

their

Distribution

Plans.

During

the

period

ended

April

30,

2025,

Class

C

shares

were

charged

$2,670

pursuant

to

the

Service

Plan.

The

fund

has

an

arrangement

with

The

Bank

of

New

York

Mellon

(the

“Custodian”),

a

subsidiary

of

BNY

and

an

affiliate

of

the

Adviser, whereby

the

fund

will

receive

interest

income

or

be

charged

overdraft

fees

when

cash

balances

are

maintained.

For

financial

reporting

purposes,

the

fund

includes

this

interest

income

and

overdraft

fees,

if

any,

as

interest

income

in

the

Statement

of

Operations.

The

components

of

“Due

to

BNY

Mellon

ETF Investment

Adviser,

LLC”

in

the

Statement

of

Assets

and

Liabilities

consist

of:

Management

fee

of $45,048.

(c)

Each

Board

member

serves

as

a

Board

member

of

each

fund

within

the

Trust.

The

Board

members

are

not

compensated

directly

by

the

fund.

The

Board

members

are

paid

by

the

Adviser

from

the

unitary

management

fees

paid

to

the

Adviser

by

the

funds

within

the

Trust,

including

the

fund.

NOTE

5—Securities

Transactions:

The

aggregate

amount

of

purchases

and

sales

of

investment

securities,

excluding

short-term

securities

and

in-kind

transactions,

if

any,

during

the

period

ended

April

30,

2025, amounted

to $11,219,885

and

$39,720,966,

respectively.

At April

30,

2025,

accumulated

net

unrealized

appreciation on

investments

was

$43,767,246,

consisting

of

gross

appreciation

of

$44,410,113

and

gross

depreciation

of

$642,867.

At

April

30,

2025,

the

cost

of

investments

for

federal

income

tax

purposes

was

substantially

the

same

as

the

cost

for

financial

reporting

purposes

(see

the

Statement

of

Investments).

NOTE

6—Shareholder

Transactions:

The

fund

issues

and

redeems

its

shares

on

a

continuous

basis,

at

NAV,

to

certain

institutional

investors

known

as

“Authorized

Participants”

(typically

market

makers

or

other

broker-dealers)

only

in

a

large

specified

number

of

shares

called

a

Creation

Unit.

Except

when

aggregated

in

Creation

Units,

shares

of

the

fund

are

not

redeemable.

The

value

of

the

fund

is

determined

once

each

business

day.

The

Creation

Unit

size

for the

fund

may

change.

Authorized

Participants

will

be

notified

of

such

change.

Creation

Unit

transactions

may

be

made

in-kind,

for

cash,

or

for

a

combination

of

securities

and

cash.

The

principal

consideration

for

creations

and

redemptions

for

the

fund

is

in-kind,

although

this

may

be

revised

at

any

time

without

notice.

The

Trust

issues

and

sells

shares

of

the

fund

only:

in

Creation

Units

on

a

continuous

basis

through

the

Distributor,

without

a

sales

load,

at

their

NAV

per

share

determined

after

receipt

of

an

order,

on

any

Business

Day,

in

proper

form

pursuant

to

the

terms

of

the

Authorized

Participant

Agreement.

Transactions

in

capital

shares

for

the

fund

are

disclosed

in

detail

in

the

Statement

of

Changes

in

Net

Assets.

The

consideration

for

the

purchase

of

Creation

Units

of the

fund

may

consist

of

the

in-kind

deposit

of

a

designated

portfolio

of

securities

and

a

specified

amount

of

cash.

Investors

purchasing

and

redeeming

Creation

Units

may

pay

a

purchase

transaction

fee

and

a

redemption

transaction

fee

directly

to

the

Trust

and/or

custodian

to

offset

transfer

and

other

transaction

costs

associated

with

the

issuance

and

redemption

of

Creation

Units,

including

Creation

Units

for

cash.

The

Adviser

or

its

affiliates

(the

“Selling

Shareholder”)

may

purchase

Creation

Units

through

a

broker-dealer

to

“seed”

(in

whole

or

in

part)

funds

as

they

are

launched

or

may

purchase shares

from

broker-dealers

or

other

investors

that

have

previously

provided

“seed”

for

funds

when

they

were

launched

or

otherwise

in

secondary

market

transactions.

Because

the

Selling

Shareholder

may

be

deemed

an

affiliate

of

such

funds,

the

fund shares

are

being

registered

to

permit

the

resale

of

these

shares

from

time

to

time

after

purchase.

The

fund

will

not

receive

any

of

the

proceeds

from

resale

by

the

Selling

Shareholders

of

these

fund

shares. An

additional

variable

fee

may

be

charged

for

certain

transactions.

Such

variable

charges,

if

any,

are

included

in

“Transaction

fees”

on

the

Statement

of

Changes

in

Net

Assets.

In-kind

Redemptions:

For

financial

reporting

purposes,

in-kind

redemptions

are

treated

as

sales

of

securities

resulting

in

realized

capital

gains

or

losses

to

the

fund.

Because

such

gains

or

losses

are

not

taxable

to

the

fund

and

are

not

distributed

to

existing

fund

shareholders,

the

gains

or

losses

are

reclassified

from

accumulated

net

realized

gain

(loss)

to

paid-in

capital

at

the

end

of

the

fund’s

tax

year.

These

reclassifications

have

no

effect

on

net

assets

or

net

asset

value

per

share.

During

the

period

ended

April

30,

2025

,

the

fund

had

in-kind

transactions

associated

with

creations

of

$32,705,662

and

redemptions

of

$34,066,470

.

15

Item

8.

Changes

in

and

Disagreements

with

Accountants

for

Open-End

Management

Investment

Companies

(Unaudited)

(a)

The

Fund,

which

is

a

series

of

BNY

Mellon

ETF

Trust

II

(the

“Trust”),

is

the

successor

to

the

BNY

Mellon

Tax

Managed

Growth

Fund,

a

series

of

BNY

Mellon

Investment

Funds

IV,

Inc.

(the

“Predecessor

Fund”).

The

Fund

acquired

the

assets

and

assumed

the

liabilities

of

the

Predecessor

Fund

on

March

28,

2025

(the

“Reorganization”).

Upon

completion

of

the

Reorganization,

the

Fund

commenced

operations

and

assumed

the

accounting

history

of

the

Predecessor

Fund.

KPMG

LLP

(“KPMG”)

was

the

independent

registered

public

accounting

firm

for

the

Predecessor

Fund

until

the

Reorganization

on

March

28,

2025.

During

each

of

the

two

fiscal

years

ended

October

31,

2024

and

October

31,

2023,

and

the

subsequent

interim

period

through

March

28,

2025,

there

were

no

disagreements

with

KPMG

on

any

matter

of

accounting

principles

or

practices,

financial

statement

disclosure,

or

auditing

scope

or

procedure,

which,

if

not

resolved

to

the

satisfaction

of

KPMG,

would

have

caused

KPMG

to

make

reference

to

the

subject

matter

of

the

disagreement

in

connection

with

KPMG’s

reports

on

the

financial

statements.

In

addition,

there

have

been

no

reportable

events

of

the

kind

described

in

Item

304(a)(1)(v)

of

Regulation

S-K

under

the

Securities

Exchange

Act

of

1934

with

respect

to

the

Predecessor

Fund.

The

audit

reports

of

KPMG

on

the

financial

statements

of

the

Predecessor

Fund

as

of

and

for

the

fiscal

years

ended

October

31,

2024

and

October

31,

2023

did

not

contain

an

adverse

opinion

or

disclaimer

of

opinion,

and

were

not

qualified

or

modified

as

to

uncertainty,

audit

scope,

or

accounting

principles.

The

Fund

provided

KPMG

with

a

copy

of

the

foregoing

disclosures

and

has

requested

that

KPMG

furnish

the

Fund

with

a

letter

addressed

to

the

U.S.

Securities

and

Exchange

Commission

(the

“SEC”)

stating

whether

KPMG

agrees

with

the

above

statements.

A

copy

of

the

letter

from

KPMG

is

filed

as

an

Exhibit

to

this

Form

N-CSR.

(b)

At

a

meeting

held

on

September

12,

2024,

the

Audit

Committee

and

Board

of

Trustees

of

the

Trust

approved

the

appointment

of

Ernst

&

Young

LLC

(“EY”)

as

the

Fund’s

independent

registered

public

accounting

firm

for

the

fiscal

year

ending

October

31,

2025.

EY

serves

as

the

independent

registered

public

accounting

firm

for

all

funds

in

the

BNY

Mellon

ETF

Trust

II.

Accordingly,

a

change

in

the

Predecessor

Fund’s

independent

registered

public

accounting

firm

was

deemed

to

occur

as

of

the

closing

of

the

Reorganization

on

March

28,

2025.

16

Item

9.

Proxy

Disclosures

for

Open-End

Management

Investment

Companies

(Unaudited)

N/A

17

Item

10.

Remuneration

Paid

to

Directors,

Officers,

and

Others

of

Open-End

Investment

Companies

(Unaudited)

Each

board

member

serves

as

a

Board

member

of

each

fund

within

the

Trust

and

BNY

Mellon

ETF

Trust

I.

The

Board

members

are

not

compensated

directly

by

the

fund.

The

Board

members

are

paid

by

the

Adviser

from

the

unitary

management

fees

paid

to

the

Adviser

by

the

funds

within

the

Trust

and

BNY

Mellon

ETF

Trust

I,

including

the

fund.

18

Item

11.

Statement

Regarding

Basis

for

Approval

of

Investment

Advisory

Contracts

(Unaudited)

At

a

meeting

held

on

September

12,

2024

(the

“Meeting”),

the

Board

of

Trustees

of

the

Trust

(the

“Board”),

all

the

members

of

which

are

not

“interested

persons”

of

the

Trust

as

defined

in

the

Investment

Company

Act

of

1940,

as

amended,

evaluated

proposals

to

approve:

(i)

the

management

agreement

(the

“Management

Agreement”)

between

the

Trust

and

BNY

Mellon

ETF

Investment

Adviser,

LLC

(the

“Adviser”),

pursuant

to

which

the

Adviser

will

provide

the

BNY

Mellon

Concentrated

Growth

ETF

(the

“fund”),

which

commenced

operations

during

the

semi-annual

period

ended

April

30,

2025,

with

investment

advisory

and

administrative

services;

and

(ii)

the

sub-

investment

advisory

agreement

(the

“Sub-Advisory

Agreement”)

between

the

Adviser

and

Fayez

Sarofim

&

Co.,

LLC

(the

“Sub-Adviser”),

pursuant

to

which

the

Sub-Adviser

will

provide

day-to-day

management

of

the

fund’s

investments.

The

Management

Agreement

and

the

Sub-Advisory

Agreement

are

each

referred

to

herein

as

an

“Agreement”

and

collectively,

as

the

“Agreements”.

The

Trustees

met

separately

to

consider

the

Agreements

and

were

advised

by

legal

counsel

throughout

the

process.

To

evaluate

the

Agreements,

the

Board

requested,

and

the

Adviser

and

the

Sub-Adviser

provided,

such

materials

as

the

Board,

with

the

advice

of

counsel,

deemed

reasonably

necessary.

In

deciding

whether

to

approve

the

Agreements,

the

Board

considered

various

factors,

including

the

(i)

nature,

extent

and

quality

of

services

expected

to

be

provided

by

the

Adviser

and

the

Sub-Adviser

under

each

respective

Agreement,

(ii)

investment

performance

of

the

Predecessor

Fund

(as

defined

below),

(iii)

fees

charged

to

comparable

funds,

(iv)

other

benefits

to

the

Adviser,

the

Sub-Adviser,

and/or

their

affiliates,

and

(v)

the

extent

to

which

economies

of

scale

would

be

shared

as

the

fund

grows.

The

Board

considered

each

of

the

Agreements

and

the

engagement

of

the

Adviser

and

the

Sub-Adviser

separately.

Nature,

Extent

and

Quality

of

Services

The

Board

considered

the

nature,

extent

and

quality

of

services

expected

to

be

provided

by

the

Adviser

and

the

Sub-Adviser.

The

Board

reviewed

the

Agreements

and

the

Adviser’s

anticipated

responsibilities

of

investment

advisory

and

administrative

services

for

the

fund,

including

oversight

of

day-to-day

fund

operations,

fund

accounting,

administration,

and

assistance

in

meeting

legal

and

regulatory

requirements,

as

well

as

the

Adviser’s

and

the

Sub-Adviser’s

anticipated

responsibilities

for

managing

investment

operations

of

the

fund

in

accordance

with

the

fund’s

investment

objective

and

policies,

and

applicable

legal

and

regulatory

requirements.

The

Board

considered

the

background

and

experience

of

the

Adviser’s

and

the

Sub-Adviser’s

senior

management,

including

those

individuals

expected

to

be

responsible

for

portfolio

management

and

regulatory

compliance

of

the

fund,

as

well

as

the

Adviser’s

supervisory

activities

over

the

Sub-Adviser.

The

Board

also

considered

the

Adviser’s

extensive

administrative,

accounting,

and

compliance

infrastructures.

With

respect

to

the

Sub-Adviser,

the

Board

also

considered

the

Adviser’s

favorable

assessment

of

the

nature

and

quality

of

the

services

expected

to

be

provided

by

the

Sub-Adviser.

The

Board

appreciated

the

nature

of

the

fund

as

an

exchange-traded

fund

(“ETF”)

and

considered

the

portfolio

management

resources,

structures

and

practices

of

the

Adviser

and

the

Sub-Adviser,

including

those

associated

with

monitoring

and

securing

the

fund’s

compliance

with

its

investment

objective

and

policies

and

with

applicable

laws

and

regulations.

The

Board

also

considered

information

about

the

Sub-

Adviser’s

best

execution

procedures

and

overall

investment

management

business.

The

Board

looked

at

the

Adviser’s

general

knowledge

of

the

investment

management

business

and

that

of

its

affiliates.

Investment

Performance

As

the

fund

had

not

yet

commenced

operations,

it

did

not

have

its

own

performance

record

for

the

Board

to

review.

However,

it

was

proposed

at

the

Meeting

that

the

BNY

Mellon

Tax

Managed

Growth

Fund

(the

“Predecessor

Fund”),

a

separate

series

of

BNY

Mellon

Investment

Funds

IV,

Inc.,

be

reorganized

with

and

into

the

fund

pursuant

to

an

agreement

and

plan

of

reorganization

and

subject

to

approval

by

the

Predecessor

Fund’s

shareholders

(the

“Reorganization”).

Upon

completion

of

the

Reorganization,

which

subsequently

occurred

on

March

28,

2025,

the

fund

commenced

investment

operations

and

assumed

the

historical

performance

record

of

the

Predecessor

Fund.

In

light

of

the

proposed

Reorganization,

the

Board

reviewed

the

Predecessor

Fund’s

performance

as

compared

to

a

broad-based

index

and

a

peer

group

of

large

cap

core

funds

(“Peer

Group”).

In

considering

the

Predecessor

Fund’s

performance,

the

Board

noted

that

the

fund

would

have

a

similar

investment

objective,

similar

investment

strategies,

and

the

same

Sub-Adviser

and

portfolio

managers

as

the

Predecessor

Fund.

The

Board

reviewed

the

results

of

the

Predecessor

Fund’s

performance

comparisons

and

considered

that

the

fund’s

total

return

performance

was

above

the

Peer

Group

median

and

the

index

for

the

five-year

period

and

below

the

Peer

Group

median

and

the

index

for

the

one-

and

ten-year

periods

ended

December

31,

2023.

Representatives

of

the

Adviser

indicated

that

the

usefulness

of

performance

comparisons

may

be

affected

by

a

number

of

factors,

including

different

investment

limitations

and

policies

that

may

be

applicable

to

the

Predecessor

Fund

and

comparison

funds

and

the

end

date

selected.

The

Board

discussed

with

representatives

of

the

Adviser

and

the

Sub-Adviser

the

proposed

portfolio

management

team

and

the

investment

strategy

to

be

employed

in

the

management

of

the

fund’s

assets.

The

Board

also

considered

the

reputation

and

experience

of

the

Adviser

and

the

Sub-Adviser.

19

Fees

Charged

to

Comparable

Funds

The

Board

evaluated

the

fund’s

proposed

unitary

fee

through

a

review

of

a

report

prepared

by

Broadridge

Financial

Solutions,

Inc.

(“Broadridge”),

an

independent

provider

of

investment

company

data,

which

included

information

comparing

the

fund’s

proposed

contractual

management

fee

and

anticipated

total

expenses

with

a

group

of

actively-managed

large

growth

ETFs

and,

with

respect

to

anticipated

total

expenses,

with

a

broader

group

of

actively-managed

large

growth

ETFs,

the

information

for

which

was

derived

in

part

from

fund

financial

statements

available

to

Broadridge

as

of

the

date

of

its

analysis.

Representatives

of

the

Adviser

also

discussed

the

Adviser’s

pricing

strategy

for

the

fund.

The

Board

considered

the

fee

to

be

paid

to

the

Sub-Adviser

in

relation

to

the

fee

to

be

paid

to

the

Adviser

by

the

fund

and

the

respective

services

to

be

provided

by

the

Sub-Adviser

and

the

Adviser.

The

Board

also

took

into

consideration

that

the

Sub-Adviser’s

fee

will

be

paid

by

the

Adviser

and

not

the

fund.

Other

Benefits

The

Board

also

considered

whether

the

Adviser,

the

Sub-Adviser

or

their

affiliates

were

expected

to

benefit

in

other

ways

from

their

relationship

with

the

fund,

including

any

soft

dollar

arrangements

maintained

with

respect

to

the

fund’s

brokerage

transactions.

The

Board

noted

The

Bank

of

New

York

Mellon

Corporation

may

derive

certain

benefits

from

an

incremental

growth

in

its

businesses

that

may

possibly

result

from

the

availability

of

the

fund

to

clients.

Profitability

and

Economies

of

Scale

The

Board

reviewed

information

regarding

economies

of

scale

or

other

efficiencies

that

may

result

as

the

fund’s

assets

grow

in

size.

The

Board

noted

that

the

Management

Agreement

did

not

provide

for

breakpoints

in

the

fund’s

advisory

fee

rate

as

assets

of

the

fund

increase.

The

Board

noted

that,

because

the

fund

is

new,

there

are

no

economies

of

scale

to

share,

but

it

intends

to

continue

to

monitor

fees

as

the

fund

grows

in

size

and

to

the

extent

in

the

future

it

were

determined

that

material

economies

of

scale

had

not

been

shared

with

the

fund,

the

Board

would

seek

to

have

those

economies

of

scale

shared

with

the

fund

in

connection

with

future

renewals.

As

the

fund

had

not

yet

commenced

operations,

the

Board

was

not

able

to

review

the

dollar

amount

of

expenses

allocated

and

profit

received

by

the

Adviser

or

Sub-Adviser.

Conclusion

After

weighing

the

foregoing

factors,

none

of

which

was

dispositive

in

itself

and

may

have

been

weighed

differently

by

each

Trustee,

the

Board

approved

the

Agreements

for

the

fund.

©

2025

BNY

Mellon

Securities

Corporation

Code-4869NCSRSA0425

BNY

Mellon

ETF

Trust

II

SEMI-ANNUAL

FINANCIALS

AND

OTHER

INFORMATION

April

30,

2025

BNY

Mellon

Dynamic

Value

ETF:

BKDV

Principal

U.S.

Listing

Exchange:

NYSE

Arca,

Inc.

Contents

The

Fund

Please

note

the

Semi-Annual

Financials

and

Other

Information

only

contains

Items

7-11

required

in

Form

N-CSR.

All

other

required

items

will

be

filed

with

the

Securities

and

Exchange

Commission

(the

“SEC”).

Item

7.

Financial

Statements

and

Financial

Highlights

for

Open-end

Management

Investment

Companies

3

Statement

of

Investments

3

Statement

of

Assets

and

Liabilities

6

Statement

of

Operations

7

Statement

of

Changes

in

Net

Assets

8

Financial

Highlights

9

Notes

to

Financial

Statements

10

Item

8.

Changes

in

and

Disagreements

with

Accountants

for

Open-End

Management

Open-End

Management

Investment

Companies

14

Item

9.

Proxy

Disclosures

for

Open-End

Management

Investment

Companies

15

Item

10.

Remuneration

Paid

to

Directors,

Officers,

and

Others

of

Open-End

Investment

Companies

16

Item

11.

Statement

Regarding

Basis

for

Approval

of

Investment

Advisory

Contracts

17

Save

time.

Save

paper.

View

your

next

shareholder

report

online

as

soon

as

it’s

available.

Log

into

www.bny.com/investments

and

sign

up

for

eCommunications.

It’s

simple

and

only

takes

a

few

minutes.

The

views

expressed

herein

are

current

to

the

date

of

this

report.

These

views

and

the

composition

of

the

fund’s

portfolio

is

subject

to

change

at

any

time

based

on

market

and

other

conditions.

Not

FDIC-Insured

•

Not

Bank-Guaranteed

•

May

Lose

Value

3

BNY

Mellon

Dynamic

Value

ETF

Statement

of

Investments

(Unaudited)

April

30,

2025

Item

7.

Financial

Statements

and

Financial

Highlights

for

Open-End

Management

Investment

Companies

Description

Shares

Value

($)

Common

Stocks

–

99.2%

Automobiles

&

Components

–

0.5%

General

Motors

Co.

32,883

1,487,627

Banks

–

8.7%

Bank

of

America

Corp.

233,386

9,307,434

First

Horizon

Corp.

231,505

4,185,610

JPMorgan

Chase

&

Co.

49,800

12,182,076

25,675,120

Capital

Goods

–

11.0%

3M

Co.

15,848

2,201,446

AMETEK,

Inc.

20,718

3,513,358

Ferguson

Enterprises,

Inc.

15,945

2,705,229

GE

Vernova,

Inc.

7,463

2,767,429

Honeywell

International,

Inc.

20,699

4,357,139

Howmet

Aerospace,

Inc.

25,993

3,602,110

Hubbell,

Inc.,

Class

B

15,510

5,632,922

Johnson

Controls

International

PLC

36,273

3,043,305

L3Harris

Technologies,

Inc.

21,990

4,838,240

32,661,178

Commercial

&

Professional

Services

–

0.8%

Veralto

Corp.

24,368

2,336,891

Consumer

Durables

&

Apparel

–

0.5%

Skechers

USA,

Inc.,

Class

A

(a)

28,377

1,362,664

Consumer

Services

–

3.2%

Las

Vegas

Sands

Corp.

113,308

4,155,004

Royal

Caribbean

Cruises

Ltd.

24,406

5,245,094

9,400,098

Energy

–

6.9%

EQT

Corp.

63,921

3,160,254

Exxon

Mobil

Corp.

60,091

6,347,412

Hess

Corp.

6,832

881,670

Marathon

Petroleum

Corp.

36,277

4,984,823

Phillips

66

48,869

5,085,308

20,459,467

Equity

Real

Estate

Investment

Trusts

(REITs)

–

0.4%

Weyerhaeuser

Co.

(b)

49,475

1,281,897

Financial

Services

–

13.4%

Berkshire

Hathaway,

Inc.,

Class

B

(a)

26,402

14,078,867

Capital

One

Financial

Corp.

34,607

6,238,258

CME

Group,

Inc.,

Class

A

15,166

4,202,195

Intercontinental

Exchange,

Inc.

25,024

4,203,281

The

Charles

Schwab

Corp.

46,150

3,756,610

The

Goldman

Sachs

Group,

Inc.

8,370

4,582,994

Voya

Financial,

Inc.

45,697

2,705,262

39,767,467

Food,

Beverage

&

Tobacco

–

2.1%

Philip

Morris

International,

Inc.

36,091

6,184,554

Health

Care

Equipment

&

Services

–

10.5%

Alcon,

Inc.

AG

61,690

6,021,561

Baxter

International,

Inc.

112,092

3,493,908

Edwards

Lifesciences

Corp.

(a)

35,885

2,708,959

Labcorp

Holdings,

Inc.

13,403

3,230,257

Medtronic

PLC

84,635

7,173,662

4

Statement

of

Investments

(Unaudited)

(continued)

Description

Shares

Value

($)

Common

Stocks

–

99.2%

(continued)

Health

Care

Equipment

&

Services

–

10.5%

(continued)

UnitedHealth

Group,

Inc.

20,670

8,504,465

31,132,812

Household

&

Personal

Products

–

1.2%

Kenvue,

Inc.

150,320

3,547,552

Insurance

–

8.9%

American

International

Group,

Inc.

76,768

6,258,127

Aon

PLC,

Class

A

19,990

7,092,252

Assurant,

Inc.

33,058

6,371,599

Globe

Life,

Inc.

13,419

1,655,100

MetLife,

Inc.

36,019

2,714,752

RenaissanceRe

Holdings

Ltd.

9,886

2,391,720

26,483,550

Materials

–

7.1%

CRH

PLC

58,623

5,593,807

Crown

Holdings,

Inc.

24,199

2,331,090

Freeport-McMoRan,

Inc.

99,474

3,584,048

International

Paper

Co.

91,993

4,202,240

Newmont

Corp.

98,219

5,174,177

20,885,362

Media

&

Entertainment

–

1.5%

The

Walt

Disney

Company

49,316

4,485,290

Pharmaceuticals,

Biotechnology

&

Life

Sciences

–

8.1%

BionTech

SE,

ADR

(a)

9,264

964,846

Bristol-Myers

Squibb

Co.

55,968

2,809,594

Danaher

Corp.

38,367

7,647,694

Gilead

Sciences,

Inc.

29,088

3,099,035

Johnson

&

Johnson

60,535

9,462,226

23,983,395

Semiconductors

&

Semiconductor

Equipment

–

0.9%

Intel

Corp.

54,820

1,101,882

Micron

Technology,

Inc.

21,784

1,676,279

2,778,161

Software

&

Services

–

4.2%

Akamai

Technologies,

Inc.

(a)

29,096

2,344,556

Check

Point

Software

Technologies

Ltd.

(a)

10,269

2,254,661

Dolby

Laboratories,

Inc.,

Class

A

49,968

3,837,043

International

Business

Machines

Corp.

17,071

4,128,109

12,564,369

Technology

Hardware

&

Equipment

–

3.3%

Cisco

Systems,

Inc.

140,510

8,111,642

TE

Connectivity

PLC

10,969

1,605,642

9,717,284

Telecommunication

Services

–

2.9%

AT&T,

Inc.

304,782

8,442,461

Transportation

–

2.5%

CSX

Corp.

100,524

2,821,709

Delta

Air

Lines,

Inc.

42,593

1,773,146

FedEx

Corp.

12,751

2,681,918

7,276,773

Utilities

–

0.6%

Constellation

Energy

Corp.

7,798

1,742,385

Total

Common

Stocks

(cost

$296,633,172)

293,656,357

5

See

Notes

to

Financial

Statements

Description

Shares

Value

($)

Investment

Companies

–

0.7%

Registered

Investment

Companies

–

0.7%

Dreyfus

Institutional

Preferred

Government

Money

Market

Fund,

Institutional

Shares,

4.31%

(c)(d)

(cost

$2,120,424)

2,120,424

2,120,424

Total

Investments

(cost

$298,753,596)

99.9%

295,776,781

Cash

and

Receivables

(Net)

0.1%

284,863

Net

Assets

100.0%

296,061,644

ADR—American

Depositary

Receipt

(a)

Non-income

producing

security.

(b)

Investment

in

a

real

estate

investment

trust

within

the

United

States.

(c)

Investment

in

affiliated

issuer.

The

investment

objective

of

this

investment

company

is

publicly

available

and

can

be

found

within

the

investment

company’s

prospectus.

(d)

The

rate

shown

is

the

1-day

yield

as

of

April

30,

2025.

Holdings

and

transactions

in

these

affiliated

companies

during

the

period

ended

April

30,

2025

are

as

follows:

Description

Value

($)

11/04/24

1

Purchases

($)

2

Sales

($)

Value

($)

4/30/25

Dividends/

Distributions

($)

Investment

Companies

–

0.7%

Dreyfus

Institutional

Preferred

Government

Money

Marke

t

Fund,

Institutional

Shares

—

7,520,717

(5,400,293)

2,120,424

14,720

Total

–

0.7%

—

7,520,717

(5,400,293)

2,120,424

14,720

1

Commencement

of

operations.

2

Includes

reinvested

dividends/distributions.

6

STATEMENT

OF

ASSETS

AND

LIABILITIES

April

30,

2025

(Unaudited)

See

Notes

to

Financial

Statements

Cost

Value

Assets

($):

Investments

in

securities—See

Statement

of

Investments:

–

Unaffiliated

issuers

296,633,172

293,656,357‌

Affiliated

issuers

2,120,424

2,120,424‌

Receivable

for

investment

securities

sold

876,351‌

Dividends

receivable

148,311‌

Receivable

for

shares

of

Beneficial

Interest

subscribed

7,103‌

296,808,546‌

Liabilities

($):

Due

to

BNY

Mellon

ETF

Investment

Adviser,

LLC—Note

3(b)

123,042‌

Payable

for

investment

securities

purchased

623,860‌

746,902‌

Net

Assets

($)

296,061,644‌

Composition

of

Net

Assets

($):

Paid-in

capital

302,141,971‌

Total

dis

tributable

earnings

(loss)

(6,080,327‌)

Net

Assets

($)

296,061,644‌

Shares

outstanding

no

par

value

(unlimited

shares

authorized):

12,184,000‌

Net

asset

value

per

share

24.30‌

Market

price

per

share

24.33‌

7

STATEMENT

OF

OPERATIONS

Period

November

4,

2024

(commencement

of

operations)

through

April

30,

2025

(Unaudited)

See

Notes

to

Financial

Statements

Investment

Income

($):

Income:

Cash

dividends:

Unaffiliated

issuers

677,391‌

Affiliated

issuers

14,720‌

Total

Income

692,111‌

Expenses:

Management

fee—Note

3(a)

241,568‌

Total

Expenses

241,568‌

Net

Investment

Income

450,543‌

Realized

and

Unrealized

Gain

(Loss)

on

Investments—Note

4

($):

Net

realized

gain

(loss)

on

investments

(3,517,291‌)

Net

change

in

unrealized

appreciation

(depreciation)

on

investments

(2,976,815‌)

Net

Realized

and

Unrealized

Gain

(Loss)

on

Investments

(6,494,106‌)

Net

Increase

(Decrease)

in

Net

Assets

Resulting

from

Operations

(6,043,563‌)

8

STATEMENT

OF

CHANGES

IN

NET

ASSETS

See

Notes

to

Financial

Statements

For

the

Period

from

November

4,

2024

(a)

to

April

30,

2025

(Unaudited)

Operations

($):

Net

investment

income

450,543‌

Net

realized

gain

(loss)

on

investments

(3,517,291‌)

Net

change

in

unrealized

appreciation

(depreciation)

on

investments

(2,976,815‌)

Net

Increase

(Decrease)

in

Net

Assets

Resulting

from

Operations

(6,043,563‌)

Distributions

($):

Distributions

to

shareholders

(36,764‌)

Beneficial

Interest

Transactions

($):

Proceeds

from

shares

sold

302,041,971‌

Increase

(Decrease)

in

Net

Assets

from

Beneficial

Interest

Transactions

302,041,971‌

Total

Increase

(Decrease)

in

Net

Assets

295,961,644‌

Net

Assets

($):

Beginning

of

Period

100,000‌

End

of

Period

296,0

61,644‌

Changes

in

Shares

Outstanding:

Initial

shares

4,000‌

Shares

sold

12,180,000‌

Net

Increase

(Decrease)

in

Shares

Outstanding

12,184,000‌

(a)

Commencement

of

operations.

9

FINANCIAL

HIGHLIGHTS

See

Notes

to

Financial

Statements

For

the

Period

from

November

4,

2024

(a)

to

April

30,

2025

(Unaudited)

Per

Share

Data

($):

Net

asset

value,

beginning

of

period

25.00‌

Investment

Operations:

Net

investment

income

(b)

0.13‌

Net

realized

and

unrealized

gain

(loss)

on

investments

(0.76‌)

Total

from

Investment

Operations

(0.63‌)

Distributions:

–

Dividends

from

net

investment

income

(0.07‌)

Net

asset

value,

end

of

period

24.30‌

Market

price,

end

of

period

24.33‌

Net

Asset

Value

Total

Return

(%)

(c)

(2.54‌)

(d)

Market

Price

Total

Return

(%)

(c)

(2.41‌)

(d)

Ratios/Supplemental

Data

(%):

Ratio

of

total

expenses

to

average

net

assets

(e)

0.60‌

(f)

Ratio

of

net

investment

income

to

average

net

assets

1.12‌

(f)

Portfolio

Turnover

Rate

(g)

39.30‌

Net

Assets,

end

of

period

($

x

1,000)

296,062‌

(a)

Commencement

of

operations.

(b)

Based

on

average

shares

outstanding.

(c)

Net

asset

value

total

return

is

calculated

assuming

an

initial

investment

made

at

the

net

asset

value

at

the

beginning

of

the

period,

reinvestment

of

all

dividends

and

distributions

at

net

asset

value

during

the

period,

and

redemption

at

net

asset

value

on

the

last

day

of

the

period.

Net

asset

value

total

return

includes

adjustments

in

accordance

with

accounting

principles

generally

accepted

in

the

United

States

of

America

and

as

such,

the

net

asset

value

for

financial

reporting

purposes

and

the

returns

based

upon

those

net

asset

values

may

differ

from

the

net

asset

value

and

returns

for

shareholder

transactions.

Market

price

total

return

is

calculated

assuming

an

initial

investment

made

at

the

market

price

at

the

beginning

of

the

period,

reinvestment

of

all

dividends

and

distributions

at

market

price

during

the

period,

and

sale

at

the

market

price

on

the

last

day

of

the

period.

Total

investment

returns

calculated

for

a

period

of

less

than

one

year

are

not

annualized.

(d)

The

net

asset

value

total

return

and

the

market

price

total

return

is

calculated

from

fund

inception.

The

inception

date

is

the

first

date

the

fund

was

available

on

NYSE

Arca,

Inc.

(e)

Amounts

do

not

include

the

expenses

of

the

underlying

fund.

(f)

Annualized.

(g)

Portfolio

turnover

rate

is

not

annualized

for

periods

less

than

one

year,

if

applicable,

and

does

not

include

securities

received

or

delivered

from

processing

creations

or

redemptions.

10

NOTES

TO

FINANCIAL

STATEMENTS

(Unaudited)

NOTE

1—Organization:

BNY

Mellon

Dynamic

Value

ETF (the “fund”) is a

separate

diversified series

of

BNY

Mellon

ETF

Trust

II (the

“Trust”),

which is

registered as

a

Massachusetts

business

trust

under

the

Investment

Company

Act

of

1940,

as

amended

(the

“Act”),

as

an

open-ended

management

investment

company.

The

Trust

operates

as

a

series

company

currently

consisting

of

two

series,

including

the

fund.

The

fund

had

no

operations

until

November

4,

2024

(commencement

of

operations),

other

than

matters

relating

to

its

organization

and

registration

under

the

Act.

The

investment

objective

of

the

fund

is

to

seek

capital

appreciation.

BNY

Mellon

ETF

Investment

Adviser,

LLC

(the

“Adviser”),

a

wholly-owned

subsidiary

of

The

Bank

of

New

York

Mellon

Corporation

(“BNY”),

serves

as

the

fund’s

investment

adviser. Newton

Investment

Management

North

America,

LLC (the

“Sub-Adviser”

or

“NIMNA”),

an

indirect wholly-owned

subsidiary

of

BNY

and

an

affiliate

of

the

Adviser,

serves

as

the

fund’s

sub-adviser.

NIMNA

has

entered

into

a

sub-sub-investment

advisory

agreement

with

its

affiliate,

Newton

Investment

Management

Limited

(“NIM”),

which

enables

NIM

to

provide

certain

advisory

services

to

the

Sub-Adviser

for

the

benefit

of

the

fund,

including,

but

not

limited

to,

portfolio

management

services.

NIM

is

subject

to

the

supervision

of

NIMNA

and

the

Adviser.

NIM

is

also

an

affiliate

of

the

Adviser.

NIM,

located

at

160

Queen

Victoria

Street,

London,

EC4V,

4LA,

England,

was

formed

in

1978.

NIM

is

an

indirect

subsidiary

of

BNY.

The

Bank

of

New

York

Mellon,

a

subsidiary

of

BNY

and

an

affiliate

of

the

Adviser,

serves

as

administrator,

custodian

and

transfer

agent

with

the

Trust.

BNY

Mellon

Securities

Corporation

(the

“Distributor”),

a wholly-owned

subsidiary

of

the

Adviser,

is

the

distributor

of

the

fund’s

shares.

The

shares

of

the

fund

are

referred

to

herein

as

“Shares”

or

“Fund

Shares.”

Fund

Shares

are

listed

and

traded

on

NYSE

Arca,

Inc.

The

market

price

of

each

Share

may

differ

to

some

degree

from

the

fund’s

net

asset

value

(“NAV”).

Unlike

conventional

mutual

funds,

the

fund

issues

and

redeems

Shares

on

a

continuous

basis,

at

NAV,

only

in

a

large

specified

number

of

Shares,

each

called

a

“Creation

Unit”.

Creation

Units

are

issued

and

redeemed

principally

in

exchange

for

the

deposit

or

delivery

of

a

basket

of

securities.

Except

when

aggregated

in

Creation

Units

by

Authorized

Participants,

the

Shares

are

not

individually

redeemable

securities

of

the

fund.

Individual

Fund

Shares

may

only

be

purchased

and

sold

on

the

NYSE

Arca,

Inc.,

other

national

securities

exchanges,

electronic

crossing

networks

and

other

alternative

trading

systems

through

your

broker-dealer

at

market

prices.

Because

Fund

Shares

trade

at

market

prices

rather

than

at

NAV,

Fund

Shares

may

trade

at

a

price

greater

than

NAV

(premium)

or

less

than

NAV

(discount).

When

buying

or

selling

Shares

in

the

secondary

market,

you

may

incur

costs

attributable

to

the

difference

between

the

highest

price

a

buyer

is

willing

to

pay

to

purchase

Shares

of

the

fund

(bid)

and

the

lowest

price

a

seller

is

willing

to

accept

for

Shares

of

the

fund

(ask). 

NOTE

2—Significant

Accounting

Policies: 

The

Financial

Accounting

Standards

Board

(“FASB”)

Accounting

Standards

Codification

(“ASC”)

is

the

exclusive

reference

of

authoritative

U.S.

generally

accepted

accounting

principles

(“GAAP”)

recognized

by

the

FASB

to

be

applied

by

nongovernmental

entities.

Rules

and

interpretive

releases

of

the

SEC

under

authority

of

federal

laws

are

also

sources

of

authoritative

GAAP

for

SEC

registrants. The

fund

is an

investment

company

and

applies

the

accounting

and

reporting

guidance

of

the

FASB

ASC

Topic

946

Financial

Services-Investment

Companies. The

fund’s

financial

statements

are

prepared

in

accordance

with

GAAP,

which

may

require

the

use

of

management

estimates

and

assumptions.

Actual

results

could

differ

from

those

estimates.  

The

Trust

enters

into

contracts

that

contain

a

variety

of

indemnifications.

The

fund’s

maximum

exposure

under

these

arrangements

is

unknown.

The

fund

does

not

anticipate

recognizing

any

loss

related

to

these

arrangements. 

(a)

Portfolio

valuation:

The

fair

value

of

a

financial

instrument

is

the

amount

that

would

be

received

to

sell

an

asset

or

paid

to

transfer

a

liability

in

an

orderly

transaction

between

market

participants

at

the

measurement

date

(i.e.,

the

exit

price).

GAAP

establishes

a

fair

value

hierarchy

that

prioritizes

the

inputs

of

valuation

techniques

used

to

measure

fair

value.

This

hierarchy

gives

the

highest

priority

to

unadjusted

quoted

prices

in

active

markets

for

identical

assets

or

liabilities

(Level

1

measurements)

and

the

lowest

priority

to

unobservable

inputs

(Level

3

measurements).

Additionally,

GAAP

provides

guidance

on

determining

whether

the

volume

and

activity

in

a

market

has

decreased

significantly

and

whether

such

a

decrease

in

activity

results

in

transactions

that

are

not

orderly.

GAAP

requires

enhanced

disclosures

around

valuation

inputs

and

techniques

used

during

annual

and

interim

periods.

Various

inputs

are

used

in

determining

the

value

of

the

fund’s

investments

relating

to

fair

value

measurements.

These

inputs

are

summarized

in

the

three

broad

levels

listed

below:

Level

1

—

unadjusted

quoted

prices

in

active

markets

for

identical

investments.

Level

2

—

other

significant

observable

inputs

(including

quoted

prices

for

similar investments,

interest

rates,

prepayment

speeds,

credit

risk,

etc.).

Level

3

—

significant

unobservable

inputs

(including

the

fund’s

own

assumptions

in

determining

the

fair

value

of

investments).

The

inputs

or

methodology

used

for

valuing

securities

are

not

necessarily

an

indication

of

the

risk

associated

with

investing

in

those

securities.

11

Changes

in

valuation

techniques

may

result

in

transfers

in

or

out

of

an

assigned

level

within

the

disclosure

hierarchy.

Valuation

techniques

used

to

value

the

fund’s

investments

are

as

follows:

The

Trust’s Board

of

Trustees

(the

“Board”)

has

designated

the

Adviser

as

the

fund’s

valuation

designee

to

make

all

fair

value

determinations

with

respect

to

the

fund’s

portfolio

of

investments,

subject

to

the

Board’s

oversight

and

pursuant

to

Rule

2a-5

under

the

Act.

Investments

in

equity

securities,

including

ETFs

(but

not

including

investments

in

other

open-end

registered

investment

companies),

generally

are

valued

at

the

last

sales

price

on

the

day

of

valuation

on

the

securities

exchange

or

national

securities

market

on

which

such

securities

primarily

are

traded.

Securities

listed

on

the

National

Association

of

Securities

Dealers

Automated

Quotation

System

(“NASDAQ”)

for

which

market

quotations

are

available

will

be

valued

at

the

official

closing

price.

If

there

are

no

transactions

in

a

security,

or

no

official

closing

prices

for

a

NASDAQ

market-listed

security

on

that

day,

the

security

will

be

valued

at

the

average

of

the

most

recent

bid

and

asked

prices.

Bid

price

is

used

when

no

asked

price

is

available.

Open

short

positions

for

which

there

is

no

sale

price

on

a

given

day

are

valued

at

the

lowest

asked

price.

Registered

investment

companies

that

are

not

traded

on

an

exchange

are

valued

at

their

net

asset

value.

All

of

the

preceding

securities

are

generally

categorized

within

Level

1

of

the

fair

value

hierarchy. 

When

market

quotations

or

official

closing

prices

are

not

readily

available,

or

are

determined

not

to

reflect

fair

value

accurately,

they are

valued

at

fair

value

as

determined

in

good

faith

based

on

procedures

approved

by

the

Board.

Fair

value

of

investments

may

be

determined

by

valuation

designee

using

such

information

as

it

deems

appropriate

under

the

circumstances.

Certain

factors

may

be

considered

when

fair

valuing

investments

such

as:

fundamental

analytical

data,

the

nature

and

duration

of

restrictions

on

disposition,

an

evaluation

of

the

forces

that

influence

the

market

in

which

the

securities

are

purchased

and

sold,

and

public

trading

in

similar

securities

of

the

issuer

or

comparable

issuers.

These

securities

are

either

categorized

within

Level

2

or

3

of

the

fair

value

hierarchy

depending

on

the

relevant

inputs

used.

For

securities

where

observable

inputs

are

limited,

assumptions

about

market

activity

and

risk

are

used

and

are

generally

categorized

within

Level

3

of

the

fair

value

hierarchy.

The

table

below

summarizes

the

inputs

used

as

of April

30,

2025

in

valuing

the

fund’s

investments:

Fair

Value

Measurements

(b) Securities

transactions

and

investment

income:

Securities

transactions

are

recorded

on

a

trade

date

basis.

Realized

gains

and

losses

from

securities

transactions

are

recorded

on

the

identified

cost

basis.

Dividend

income

is

recognized

on

the

ex-dividend

date

and

interest

income,

including,

where

applicable,

accretion

of

discount

and

amortization

of

premium

on

investments,

is

recognized

on

the

accrual

basis.

(c)

Affiliated

issuers:

Investments

in

other

investment

companies

advised

by

the

Adviser

or

its

affiliates are

defined

as

“affiliated”

under

the

Act. 

(d)

Market

Risk:

 The

value

of

the

securities

in

which

the

fund

invests

may

be

affected

by

political,

regulatory,

economic

and

social

developments,

and

developments

that

impact

specific

economic

sectors,

industries

or

segments

of

the

market.

In

addition,

turbulence

in

financial

markets

and

reduced

liquidity

in

equity,

credit

and/or

fixed

income

markets

may

negatively

affect

many

issuers,

which

could

adversely

affect

the

fund.

Global

economies

and

financial

markets

are

becoming

increasingly

interconnected,

and

conditions

and

events

in

one

country,

region

or

financial

market

may

adversely

impact

issuers

in

a

different

country,

region

or

financial

market.

These

risks

may

be

magnified

if

certain

events

or

developments

adversely

interrupt

the

global

supply

chain;

in

these

and

other

circumstances,

such

risks

might

affect

companies

world-wide.

Fluctuation

of

net

asset

value,

share

premiums

and

discounts

risk:

As

with

all

exchange-traded

funds,

fund

shares

may

be

bought

and

sold

in

the

secondary

market

at

market

prices.

The

trading

prices

of

fund

shares

in

the

secondary

market

may

differ

from

the

fund's

daily

net

asset

value

per

share

and

there may

be

times

when

the

market

price

of

the

shares

is

more

than

the

net

asset

value

per

share

(premium)

of

less

than

the

net

asset

value

per

shares

(discount).

This

risk

is

heightened

in

times

of

market

volatility

or

periods

of

steep

market

declines.

Level

1

-

Unadjusted

Quoted

Prices

Level

2

-

Other

Significant

Observable

Inputs

Level

3

-

Significant

Unobservable

Inputs

Total

Assets

($)

Investments

In

Securities:

†

Common

Stocks

293,656,357

—

—

293,656,357

Investment

Companies

2,120,424

—

—

2,120,424

295,776,781

—

—

295,776,781

†

See

Statement

of

Investments

for

additional

detailed

categorizations,

if

any.

12

NOTES

TO

FINANCIAL

STATEMENTS

(Unaudited)

(continued)

Authorized

Participants,

Market

Makers

and

Liquidity

Providers Risk:

The

fund

has

a

limited

number

of

financial

institutions

that

may

act

as

Authorized

Participants, which

are

responsible

for

the

creation

and

redemption

activity

for

the

fund.

In

addition,

there

may

be

a

limited

number

of

market

makers

and/or

liquidity

providers

in

the

marketplace.

To

the

extent

either

of

the

following

events

occur,

fund

shares

may

trade

at

a

material

discount

to

net

asset

value

and

possibly

face

delisting:

(

i

)

Authorized

Participants

exit

the

business

or

otherwise

become

unable

to

process

creation

and/or

redemption

orders

and

no

other

Authorized

Participants

step

forward

to

perform

these

services,

or

(ii)

market

makers

and/or

liquidity

providers

exit

the

business

or

significantly

reduce

their

business

activities

and

no

other

entities

step

forward

to

perform

their

functions.

(e)

Dividends

and

distributions

to

shareholders:

Dividends

and

distributions are

recorded

on

the

ex-dividend

date.

Dividends

from

net

investment

income

and

dividends

from net

realized

capital

gains,

if

any,

are

normally

declared

and

paid

annually,

but

the

fund

may

make

distributions

on

a

more

frequent

basis

to

comply

with

the

distribution

requirements

of

the

Internal

Revenue

Code

of

1986,

as

amended

(the

“Code”).

To

the

extent

that

net

realized

capital

gains

can

be

offset

by

capital

loss

carryovers

of

a

fund,

it

is

the

policy

of

the

fund

not

to

distribute

such

gains.

Income

and

capital

gain

distributions

are

determined

in

accordance

with

income

tax

regulations,

which

may

differ

from

GAAP.

(f)

Federal

income

taxes:

It

is

the

policy

of

the

fund

to qualify

as

a

regulated

investment

company,

if

such

qualification

is

in

the

best

interests

of

its

shareholders,

by

complying

with

the

applicable

provisions

of

the

Code,

and

to

make

distributions

of

taxable

income

and

net

realized

capital

gain sufficient

to

relieve

it

from

substantially

all

federal

income

and

excise

taxes.

As

of

and

during

the period

ended April

30,

2025,

the

fund

did

not

have

any

liabilities

for

any

uncertain

tax

positions.

The

fund

recognizes

interest

and

penalties,

if

any,

related

to

uncertain

tax

positions

as

income

tax

expense

in

the

Statement

of

Operations.

During

the period

ended April

30,

2025,

the

fund

did

not

incur

any

interest

or

penalties.

The

tax

character

of

current

year

distributions

will

be

determined

at

the

end

of

the

current

fiscal

year.

(g)

Operating

Segment

Reporting:

In

this

reporting

period,

the

fund

adopted

FASB

Accounting

Standards

Update

2023-07,

Segment

Reporting

(Topic

280)

-

Improvements

to

Reportable

Segment

Disclosures

(“ASU

2023-07”).

Adoption

of

the

new

standard

impacted

financial

statement

disclosures

only

and

did

not

affect

the

fund’s

financial

position

or

the

results

of

its

operations.

The

ASU

2023-07

is

effective

for

public

entities

for

fiscal

years

beginning

after

December

15,

2023,

and

requires

retrospective

application

for

all

prior

periods

presented

within

the

financial

statements.

Since

its

commencement,

the

fund

operates

and

is

managed

as

a

single

reportable

segment

deriving

returns

in

the

form

of

dividends,

interest

and/or

gains

from

the

investments

made

in

pursuit

of

its

single

stated

investment

objective

as

outlined

in

the

fund’s

prospectus.

The

accounting

policies

of

the

fund

are

consistent

with

those

described

in

these

Notes

to

the

Financial

Statements.

The

chief

operating

decision

maker

(“CODM”)

is

represented

by

BNY

Investments,

the

management

of

the

fund’s

adviser,

comprising

of

Senior

management

and

Directors.

The

CODM

considers

net

increase

in

net

assets

resulting

from

operations

in

deciding

whether

to

purchase

additional

investments

or

to

make

distributions

to

its

shareholders.

Detailed

financial

information

for

the

fund

is

disclosed

within

these

financial

statements

with

total

assets

and

liabilities

disclosed

on

the

statement

of

assets

and

liabilities,

investments

held

on

the

statement

of

Investments,

results

of

operations

and

significant

segment

expenses

on

the

statement

of

operations

and

other

information

about

the

fund’s

performance,

including

total

return,

portfolio

turnover

and

ratios

within

the

financial

highlights.

NOTE

3—Management

Fee,

Sub-Advisory

Fee

and

Other

Transactions

with

Affiliates:

(a)

Pursuant

to

a

management

agreement

with

the

Adviser,

the

management

fee

is computed

at

an

annual

rate of

0.60%

of

the

value

of

the

fund’s

average

daily

net

assets

and

is

payable

monthly.

The

fund’s

management

agreement

provides

that

the

Adviser

pays

substantially

all

expenses

of

the

fund,

except

for

the

management

fees,

payments

under

the

fund’s

12b-1

plan

(if

any),

interest

expenses,

taxes,

acquired

fund

fees

and

expenses,

brokerage

commissions,

costs

of

holding

shareholder

meetings,

fees

and

expenses

associated

with

the

fund’s

securities

lending

program,

and

litigation

and

potential

litigation

and

other

extraordinary

expenses

not

incurred

in

the

ordinary

course

of

the

fund’s

business.

The

Adviser

may

from

time

to

time

voluntarily

waive

and/or

reimburse

fees

or

expenses

in

order

to

limit

total

annual

fund

operating

expenses.

Any

such

voluntary

waiver

or

reimbursement

may

be

eliminated

by

the

Adviser

at

any

time.

During

the

period

ended

April

30,

2025,

there

was

no

reduction

in

expenses

pursuant

to

the

undertaking.

Pursuant

to

a

sub-investment

advisory

agreement

between

the

Adviser

and

the

Sub-Adviser,

the

Sub-Adviser

serves

as

the

fund’s

sub-

adviser

responsible

for

the

day-to-day

management

of

the

fund’s

portfolio.

The

Adviser

pays

the

Sub-Adviser

a

monthly

fee

at

an

annual

percentage

of

the

value

of

the

fund’s

average

daily

net

assets.

The

Adviser

has

obtained

an

exemptive

order

from

the

SEC

(the

“Order”),

upon

which

the

fund

may

rely,

to

use

a

manager

of

managers

approach

that

permits

the

Adviser,

subject

to

certain

conditions

and

approval

by

the

Board,

to

enter

into

and

materially

amend

sub-investment

advisory

agreements

with

one

or

more

sub-advisers

who

are

either

unaffiliated

or

affiliated

with

the

Adviser

without

obtaining

shareholder

approval.

The

Order

also

relieves

the

fund

from

disclosing

13

the

sub-advisory

fee

paid

by

the

Adviser

to

a

Sub-Adviser

in

documents

filed

with

the

SEC

and

provided

to

shareholders.

In

addition,

pursuant

to

the

Order,

it

is

not

necessary

to

disclose

the

sub-advisory

fee

payable

by

the

Adviser

separately

to

a

Sub-Adviser

that

is

a

wholly-owned

subsidiary

(as

defined

in

the

1940

Act)

of

BNY

in

documents

filed

with

the

SEC

and

provided

to

shareholders;

such

fees

are

to

be

aggregated

with

fees

payable

to

the

Adviser.

The

Adviser

has

ultimate

responsibility

(subject

to

oversight

by

the

Board)

to

supervise

any

Sub-Adviser

and

recommend

the

hiring,

termination,

and

replacement

of

any

Sub-Adviser

to

the

Board.

Pursuant

to

a

sub-investment

advisory

agreement

between

the

Adviser

and

the

Sub-Adviser,

the

Adviser

pays

the

Sub-Adviser

a

monthly

fee

at

an

annual

rate

of

0.30%

of

the

value

of

the

fund’s

average

daily

net

assets.

The

Adviser,

and

not

the

fund,

pays

the

Sub-Adviser

fee

rate.

(b)

The

fund

has

an

arrangement

with

The

Bank

of

New

York

Mellon

(the

“Custodian”),

a

subsidiary

of

BNY

and

an

affiliate

of

the

Adviser, whereby

the

fund

will

receive

interest

income

or

be

charged

overdraft

fees

when

cash

balances

are

maintained.

For

financial

reporting

purposes,

the

fund

includes

this

interest

income

and

overdraft

fees,

if

any,

as

interest

income

in

the

Statement

of

Operations.

The

components

of

“Due

to

BNY

Mellon

ETF Investment

Adviser,

LLC”

in

the

Statement

of

Assets

and

Liabilities

consist

of:

Management

fee

of $123,042.

(c)

Each

Board

member

serves

as

a

Board

member

of

each

fund

within

the

Trust.

The

Board

members

are

not

compensated

directly

by

the

fund.

The

Board

members

are

paid

by

the

Adviser

from

the

unitary

management

fees

paid

to

the

Adviser

by

the

funds

within

the

Trust,

including

the

fund.

NOTE

4—Securities

Transactions:

The

aggregate

amount

of

purchases

and

sales

of

investment

securities,

excluding

short-term

securities

and

in-kind

transactions,

if

any,

during

the

period

ended

April

30,

2025, amounted

to $38,564,847

and

$37,948,258,

respectively.

At April

30,

2025,

accumulated

net

unrealized

depreciation on

investments

was

$2,976,815,

consisting

of

gross

appreciation

of

$6,335,577

and

gross

depreciation

of

$9,312,392.

At

April

30,

2025,

the

cost

of

investments

for

federal

income

tax

purposes

was

substantially

the

same

as

the

cost

for

financial

reporting

purposes

(see

the

Statement

of

Investments).

NOTE

5—Shareholder

Transactions:

The

fund

issues

and

redeems

its

shares

on

a

continuous

basis,

at

NAV,

to

certain

institutional

investors

known

as

“Authorized

Participants”

(typically

market

makers

or

other

broker-dealers)

only

in

a

large

specified

number

of

shares

called

a

Creation

Unit.

Except

when

aggregated

in

Creation

Units,

shares

of

the

fund

are

not

redeemable.

The

value

of

the

fund

is

determined

once

each

business

day.

The

Creation

Unit

size

for the

fund

may

change.

Authorized

Participants

will

be

notified

of

such

change.

Creation

Unit

transactions

may

be

made

in-kind,

for

cash,

or

for

a

combination

of

securities

and

cash.

The

principal

consideration

for

creations

and

redemptions

for

the

fund

is

in-kind,

although

this

may

be

revised

at

any

time

without

notice.

The

Trust

issues

and

sells

shares

of

the

fund

only:

in

Creation

Units

on

a

continuous

basis

through

the

Distributor,

without

a

sales

load,

at

their

NAV

per

share

determined

after

receipt

of

an

order,

on

any

Business

Day,

in

proper

form

pursuant

to

the

terms

of

the

Authorized

Participant

Agreement.

Transactions

in

capital

shares

for

the

fund

are

disclosed

in

detail

in

the

Statement

of

Changes

in

Net

Assets.

The

consideration

for

the

purchase

of

Creation

Units

of the

fund

may

consist

of

the

in-kind

deposit

of

a

designated

portfolio

of

securities

and

a

specified

amount

of

cash.

Investors

purchasing

and

redeeming

Creation

Units

may

pay

a

purchase

transaction

fee

and

a

redemption

transaction

fee

directly

to

the

Trust

and/or

custodian

to

offset

transfer

and

other

transaction

costs

associated

with

the

issuance

and

redemption

of

Creation

Units,

including

Creation

Units

for

cash.

The

Adviser

or

its

affiliates

(the

“Selling

Shareholder”)

may

purchase

Creation

Units

through

a

broker-dealer

to

“seed”

(in

whole

or

in

part)

funds

as

they

are

launched

or

may

purchase shares

from

broker-dealers

or

other

investors

that

have

previously

provided

“seed”

for

funds

when

they

were

launched

or

otherwise

in

secondary

market

transactions.

Because

the

Selling

Shareholder

may

be

deemed

an

affiliate

of

such

funds,

the

fund shares

are

being

registered

to

permit

the

resale

of

these

shares

from

time

to

time

after

purchase.

The

fund

will

not

receive

any

of

the

proceeds

from

resale

by

the

Selling

Shareholders

of

these

fund

shares. An

additional

variable

fee

may

be

charged

for

certain

transactions.

Such

variable

charges,

if

any,

are

included

in

“Transaction

fees”

on

the

Statement

of

Changes

in

Net

Assets.

Seed

Capital:

As

of

April

30,

2025,

MBC

Investments

Corporation,

a

wholly-owned

subsidiary

of

BNY,

held

394,000

shares

of

the

fund.

In-kind

Redemptions:

For

financial

reporting

purposes,

in-kind

redemptions

are

treated

as

sales

of

securities

resulting

in

realized

capital

gains

or

losses

to

the

fund.

Because

such

gains

or

losses

are

not

taxable

to

the

fund

and

are

not

distributed

to

existing

fund

shareholders,

the

gains

or

losses

are

reclassified

from

accumulated

net

realized

gain

(loss)

to

paid-in

capital

at

the

end

of

the

fund’s

tax

year.

These

reclassifications

have

no

effect

on

net

assets

or

net

asset

value

per

share.

During

the

period

ended

April

30,

2025

,

the

fund

had

no

in-kind

transactions

.

14

Item

8.

Changes

in

and

Disagreements

with

Accountants

for

Open-End

Management

Investment

Companies

(Unaudited)

N/A

15

Item

9.

Proxy

Disclosures

for

Open-End

Management

Investment

Companies

(Unaudited)

N/A

16

Item

10.

Remuneration

Paid

to

Directors,

Officers,

and

Others

of

Open-End

Investment

Companies

(Unaudited)

Each

board

member

serves

as

a

Board

member

of

each

fund

within

the

Trust

and

BNY

Mellon

ETF

Trust

I.

The

Board

members

are

not

compensated

directly

by

the

fund.

The

Board

members

are

paid

by

the

Adviser

from

the

unitary

management

fees

paid

to

the

Adviser

by

the

funds

within

the

Trust

and

BNY

Mellon

ETF

Trust

I,

including

the

fund.

17

Item

11.

Statement

Regarding

Basis

for

Approval

of

Investment

Advisory

Contracts

(Unaudited)

At

a

meeting

held

on

September

12,

2024

(the

“Meeting”),

the

Board

of

Trustees

of

the

Trust

(the

“Board”),

all

the

members

of

which

are

not

“interested

persons”

of

the

Trust

as

defined

in

the

Investment

Company

Act

of

1940,

as

amended,

evaluated

proposals

to

approve:

(i)

the

management

agreement

(the

“Management

Agreement”)

between

the

Trust

and

BNY

Mellon

ETF

Investment

Adviser,

LLC

(the

“Adviser”),

pursuant

to

which

the

Adviser

will

provide

the

BNY

Mellon

Dynamic

Value

ETF

(the

“fund”),

which

commenced

operations

during

the

semi-annual

period

ended

April

30,

2025,

with

investment

advisory

and

administrative

services;

(ii)

the

sub-investment

advisory

agreement

(the

“Sub-Advisory

Agreement”)

between

the

Adviser

and

Newton

Investment

Management

North

America,

LLC

(the

“Sub-

Adviser”),

an

affiliate

of

the

Adviser,

pursuant

to

which

the

Sub-Adviser

will

provide

day-to-day

management

of

the

fund’s

investments;

and

(iii)

the

sub-sub-investment

advisory

agreement

(the

“SSIA

Agreement”)

between

the

Sub-Adviser

and

Newton

Investment

Management

Limited

(“NIM”),

also

an

affiliate

of

the

Adviser,

which

permits

the

Sub-Adviser

to

use

the

investment

advisory

personnel,

resources

and

capabilities

(“Investment

Advisory

Services”)

available

at

its

sister

company,

NIM,

in

providing

the

day-to-day

management

of

the

fund’s

investments.

The

Management

Agreement,

the

Sub-Advisory

Agreement

and

the

SSIA

Agreement

are

each

referred

to

herein

as

an

“Agreement”

and

collectively,

as

the

“Agreements”.

The

Trustees

met

separately

to

consider

the

Agreements

and

were

advised

by

legal

counsel

throughout

the

process.

To

evaluate

the

Agreements,

the

Board

requested,

and

the

Adviser,

the

Sub-Adviser

and

NIM

provided,

such

materials

as

the

Board,

with

the

advice

of

counsel,

deemed

reasonably

necessary.

In

deciding

whether

to

approve

the

Agreements,

the

Board

considered

various

factors,

including

the

(i)

nature,

extent

and

quality

of

services

expected

to

be

provided

by

the

Adviser,

the

Sub-Adviser

and

NIM

under

each

respective

Agreement,

(ii)

fees

charged

to

comparable

funds,

(iii)

other

benefits

to

the

Adviser,

the

Sub-Adviser,

NIM

and/or

their

affiliates,

and

(iv)

the

extent

to

which

economies

of

scale

would

be

shared

as

the

fund

grows.

The

Board

considered

each

of

the

Agreements

for

the

fund

and

the

engagement

of

the

Adviser,

Sub-Adviser

and

NIM

separately.

Nature,

Extent

and

Quality

of

Services

The

Board

considered

the

nature,

extent

and

quality

of

services

expected

to

be

provided

by

the

Adviser,

the

Sub-Adviser

and

NIM.

The

Board

reviewed

the

Agreements

and

the

Adviser’s

anticipated

responsibilities

of

investment

advisory

and

administrative

services

for

the

fund,

including

oversight

of

day-to-day

fund

operations,

fund

accounting,

administration,

and

assistance

in

meeting

legal

and

regulatory

requirements,

as

well

as

the

Adviser’s

and

the

Sub-Adviser’s

anticipated

responsibilities

for

managing

investment

operations

of

the

fund

in

accordance

with

the

fund’s

investment

objective

and

policies,

and

applicable

legal

and

regulatory

requirements.

The

Board

considered

the

background

and

experience

of

the

Adviser’s,

the

Sub-Adviser’s

and

NIM’s

senior

management,

including

those

individuals

expected

to

be

responsible

for

portfolio

management

and

regulatory

compliance

of

the

fund,

as

well

as

the

Adviser’s

supervisory

activities

over

the

Sub-Adviser.

The

Board

also

considered

the

Adviser’s

extensive

administrative,

accounting,

and

compliance

infrastructures.

With

respect

to

the

Sub-Adviser,

the

Board

also

considered

the

Adviser’s

favorable

assessment

of

the

nature

and

quality

of

the

services

expected

to

be

provided

by

the

Sub-Adviser.

With

respect

to

NIM,

the

Board

also

considered

the

Adviser’s

favorable

assessment

of

the

nature

and

quality

of

services

that

may

be

provided

by

NIM.

The

Board

appreciated

the

nature

of

the

fund

as

an

exchange-traded

fund

(“ETF”)

and

considered

the

portfolio

management

resources,

structures

and

practices

of

the

Adviser,

the

Sub-Adviser

and

NIM,

including

those

associated

with

monitoring

and

securing

the

fund’s

compliance

with

its

investment

objective

and

policies

and

with

applicable

laws

and

regulations.

The

Board

also

considered

information

about

the

Sub-Adviser’s

best

execution

procedures

and

overall

investment

management

business.

The

Board

looked

at

the

Adviser’s

general

knowledge

of

the

investment

management

business

and

that

of

its

affiliates,

including

the

Sub-Adviser

and

NIM.

As

the

fund

had

not

yet

commenced

operations,

the

Board

was

not

able

to

review

the

fund’s

performance.

The

Board

discussed

with

representatives

of

the

Adviser

and

the

Sub-Adviser

the

proposed

portfolio

management

team

and

the

investment

strategy

to

be

employed

in

the

management

of

the

fund’s

assets.

The

Board

considered

the

reputation

and

experience

of

the

Adviser

and

its

affiliates,

including

the

Sub-Adviser

and

NIM.

Fees

Charged

to

Comparable

Funds

The

Board

evaluated

the

fund’s

proposed

unitary

fee

through

a

review

of

a

report

prepared

by

Broadridge

Financial

Solutions,

Inc.

(“Broadridge”),

an

independent

provider

of

investment

company

data,

which

included

information

comparing

the

fund’s

proposed

contractual

management

fee

and

anticipated

total

expenses

with

a

group

of

actively-managed

large

value

ETFs

and,

with

respect

to

anticipated

total

expenses,

with

a

broader

group

of

actively-managed

large

value

ETFs,

the

information

for

which

was

derived

in

part

from

fund

financial

statements

available

to

Broadridge

as

of

the

date

of

its

analysis.

Representatives

of

the

Adviser

also

discussed

the

Adviser’s

pricing

strategy

for

the

fund.

The

Board

considered

the

fee

to

be

paid

to

the

Sub-Adviser

in

relation

to

the

fee

to

be

paid

to

the

Adviser

by

the

fund

and

the

respective

services

to

be

provided

by

the

Sub-Adviser

and

the

Adviser.

The

Board

also

took

into

consideration

that

the

Sub-Adviser’s

fee

will

be

paid

by

the

Adviser

and

not

the

fund.

Furthermore,

the

Board

noted

NIM

would

not

receive

a

fee

in

connection

with

providing

the

Investment

Advisory

Services.

18

Item

11.

Statement

Regarding

Basis

for

Approval

of

Investment

Advisory

Contracts

(Unaudited)

(continued)

Other

Benefits

The

Board

also

considered

whether

the

Adviser,

the

Sub-Adviser,

NIM

or

their

affiliates

were

expected

to

benefit

in

other

ways

from

their

relationship

with

the

fund,

including

any

soft

dollar

arrangements

maintained

with

respect

to

the

fund’s

brokerage

transactions.

The

Board

noted

The

Bank

of

New

York

Mellon

Corporation

may

derive

certain

benefits

from

an

incremental

growth

in

its

businesses

that

may

possibly

result

from

the

availability

of

the

fund

to

clients.

Profitability

and

Economies

of

Scale

The

Board

reviewed

information

regarding

economies

of

scale

or

other

efficiencies

that

may

result

as

the

fund’s

assets

grow

in

size.

The

Board

noted

that

the

Management

Agreement

did

not

provide

for

breakpoints

in

the

fund’s

advisory

fee

rate

as

assets

of

the

fund

increase.

The

Board

noted

that,

because

the

fund

is

new,

there

are

no

economies

of

scale

to

share,

but

it

intends

to

continue

to

monitor

fees

as

the

fund

grows

in

size

and

to

the

extent

in

the

future

it

were

determined

that

material

economies

of

scale

had

not

been

shared

with

the

fund,

the

Board

would

seek

to

have

those

economies

of

scale

shared

with

the

fund

in

connection

with

future

renewals.

As

the

fund

had

not

yet

commenced

operations,

the

Board

was

not

able

to

review

the

dollar

amount

of

expenses

allocated

and

profit

received

by

the

Adviser

or

Sub-Adviser.

Conclusion

After

weighing

the

foregoing

factors,

none

of

which

was

dispositive

in

itself

and

may

have

been

weighed

differently

by

each

Trustee,

the

Board

approved

the

Agreements

for

the

fund.

©

2025

BNY

Mellon

Securities

Corporation

Code-4866NCSRSA0425

Item 12. Disclosure of Proxy Voting Policies and Procedures for Closed-End Management Investment Companies.

Not applicable.

Item 13. Portfolio Managers of Closed-End Management Investment Companies.

Not applicable.

Item 14. Purchases of Equity Securities by Closed-End Management Investment Company and Affiliated Purchasers.

Not applicable.

Item 15. Submission of Matters to a Vote of Security Holders.

There have been no material changes to the procedures by which the shareholders may recommend nominees to the Registrant’s Board of Trustees, where those changes were implemented after the Registrant last provided disclosure in response to the requirements of Item 407(c)(2)(iv) of Regulation S-K (17 CFR 229.407) (as required by Item 22(b)(15) of Schedule 14A (17 CFR 240.14a-101)), or this Item.

Item 16. Controls and Procedures.

(a)     The Registrant’s principal executive and principal financial officers, or persons performing similar functions, have concluded that the Registrant’s disclosure controls and procedures (as defined in Rule 30a-3(c) under the Investment Company Act of 1940, as amended (the “1940 Act”) (17 CFR 270.30a-3(c))) are effective, as of a date within 90 days of the filing date of the report that includes the disclosure required by this paragraph, based on their evaluation of these controls and procedures required by Rule 30a-3(b) under the 1940 Act (17 CFR 270.30a-3(b)) and Rules 13a-15(b) or 15d-15(b) under the Securities Exchange Act of 1934, as amended (17 CFR 240.13a-15(b) or 240.15d-15(b)).

(b)     There were no changes in the Registrant’s internal control over financial reporting (as defined in Rule 30a-3(d) under the 1940 Act (17 CFR 270.30a-3(d))) that occurred during the period covered by this report that has materially affected, or is reasonably likely to materially affect, the Registrant’s internal control over financial reporting.

Item 17. Disclosure of Securities Lending Activities for Closed-End Management Investment Companies.

Not applicable.

Item 18. Recovery of Erroneously Awarded Compensation.

Not Applicable.

Item 19. Exhibits.

(a)(1)               Not applicable.

(a)(2)               Not applicable.

(a)(3)               Certifications pursuant to Rule 30a-2(a) under the 1940 Act and Section 302 of the Sarbanes-Oxley Act of 2002 are attached hereto.

(a)(4)               Not applicable.

(a)(5)(i)           Change in Registrant’s Independent Public Accountant attached hereto.

(a)(5)(ii)          Letter from Registrant’s former Independent Public Accountant attached hereto.

(b)                    Certifications pursuant to Rule 30a-2(b) under the 1940 Act and Section 906 of the Sarbanes-Oxley Act of 2002 are attached hereto.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934 and the Investment Company Act of 1940, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

(Registrant)                             BNY Mellon ETF Trust II                                                     

By (Signature and Title) *      /s/ David J. DiPetrillo                         
                                                David J. DiPetrillo, President

                                                (Principal Executive Officer)

Date    6/27/2025       

Pursuant to the requirements of the Securities Exchange Act of 1934 and the Investment Company Act of 1940, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.

By (Signature and Title) *      /s/ David J. DiPetrillo                         
                                                David J. DiPetrillo, President

                                                (Principal Executive Officer)

Date    6/27/2025       

By (Signature and Title) *      /s/ James Windels                              
                                                James Windels, Treasurer

                                                (Principal Financial and Accounting Officer)

Date    6/27/2025       

^* Print the name and title of each signing officer under his or her signature.