As filed with the Securities and Exchange Commission on December 9, 2025

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

_____________________________

Schedule 14A Information

Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

(Amendment No.)

____________________________

Filed by the Registrant ☒

Filed by a Party other than the ☐

Registrant

Check the appropriate box:

☒ Preliminary Proxy Statement

☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))

☐ Definitive Proxy Statement

☐ Definitive Additional Materials

☐ Soliciting Material Pursuant to Sec. 240.14a-12

Innovator ETFs^® Trust

(Name of Registrant as Specified In Its Charter)

__________________________________

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check the appropriate box):

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☐ Fee paid previously with preliminary proxy materials.

☐ Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11.

PRELIMINARY COPY – SUBJECT TO COMPLETION

Dear Innovator ETFs^® Trust Shareholder:

As Chief Executive Officer of Innovator Capital Management, LLC (“Innovator”), investment adviser to the Innovator ETFs^® Trust (the “Trust”), I am writing to you about an important matter that requires your attention.

Innovator has entered into a membership interest purchase agreement, dated November 12, 2025 (the “Purchase Agreement”), pursuant to which GSAM Holdings LLC, a Delaware limited liability company (“GSAM Holdings”), which is a subsidiary of The Goldman Sachs Group, Inc., a Delaware corporation (“Goldman”), will purchase all of the issued and outstanding limited liability company interests of Innovator (the “Transaction”). As a result of the Transaction, Innovator will become a direct, wholly-owned subsidiary of GSAM Holdings and, in this manner, Innovator will ultimately be an indirect, wholly-owned subsidiary of Goldman and an affiliate of Goldman Sachs Asset Management, L.P. (“GSAM”). The Transaction, when completed, will constitute a change in control of Innovator and cause the current investment advisory agreement by and between the Trust, on behalf of each Fund (as defined below), and Innovator to automatically terminate. Accordingly, in anticipation of the Transaction closing, we are scheduling a special meeting of shareholders (“Shareholders”) of the Trust to be held on February 24, 2026, at [_______] Central Time (together with any postponements or adjournments, the “Special Meeting”) at the offices of Innovator at 200 W. Front Street, Wheaton, Illinois 60187.

At the Special Meeting, we are asking Shareholders of the applicable exchange-traded funds that are series of the Trust (each, a “Fund” and collectively, the “Funds”) and listed on the enclosed Notice of Special Meeting of Shareholders as “Proposal 1 Funds” to approve a new investment advisory agreement by and between the Trust and Innovator, for such Funds (the “New Agreement”) in an effort to ensure continuity in the operation of the Funds. Importantly, Innovator would continue to manage the Funds under the New Agreement, and the New Agreement will not change the services provided by Innovator to any Fund or the management fee paid by the Funds. In addition, each Fund’s investment objective will not change as a result of the Transaction. As described further in the enclosed proxy materials, each Fund’s current portfolio managers, investment sub-advisers, and all of the other investment advisory personnel of Innovator who currently assist in the management of the Funds, are expected to keep their current positions after the Transaction. The Transaction will not alter the number of shares you own in a Fund. Importantly, the Transaction is expected to benefit Shareholders of the Funds. For example, Goldman intends to devote additional resources to Innovator and the Funds. In addition, following the Transaction, Innovator will be part of an organization with greater scale, broader distribution capabilities and new opportunities to grow, which may produce potential economies of scale and additional capabilities that could benefit Shareholders of the Funds.

At the Special Meeting, we are also asking the Shareholders of the Funds listed on the enclosed Notice of the Special Meeting of Shareholders as “Proposal 2 Funds” to elect fourteen (14) nominees (the “Nominees”) to the board of trustees of the Trust (the “Board”), whose election would be effective as of the closing of the Transaction, if elected by Shareholders. The Nominees are: Cheryl K. Beebe; Dwight L. Bush; Kathryn A. Cassidy; John G. Chou; Joaquin Delgado; Eileen H. Dowling; Lawrence Hughes; John F. Killian; Steven D. Krichmar; Michael Latham; Lawrence W. Stranghoener; Gregory G. Weaver; Brian J. Wildman; and James A. McNamara. Mr. Wildman is a current member of the Board and would continue to serve on the Board if elected. All of the remaining Nominees currently serve on the boards of trustees of certain registered funds that are managed by GSAM. Accordingly, the total number of Board members of the Trust, if the Nominees are elected, will change from four (4) to fourteen (14). We are asking you to elect these Nominees to help realize the potential benefits to Shareholders that are anticipated to follow from the Transaction.

The Board unanimously recommends that Shareholders vote to approve the New Agreement and to elect the Nominees. If you were a Shareholder of record of any of the Funds as of the close of business on December 19, 2025 (the “Record Date”), you are entitled to notice of and to vote at the Special Meeting, even if you no longer hold shares of the Fund after the Record Date. Voting is quick and easy; everything you need is enclosed.

Your vote is important. Please take a moment to vote now, either by completing and returning your proxy card in the enclosed postage-paid return envelope, by telephone or over the Internet. After reviewing the enclosed materials, please complete, sign and date your proxy card(s) before mailing it (them) in the postage-paid envelope or help save time and postage costs by calling the toll-free number and following the instructions. You may also vote via the Internet by logging on to the website indicated on your proxy card(s) and following the instructions. If we do not hear from you, our proxy solicitor, Sodali & Co., may contact you. This will ensure that your vote is counted even if you cannot or do not wish to attend the Special Meeting in person.

Thank you for taking the time to consider and vote on the Proposals and for your investment in the Innovator funds.

Sincerely,

If you need any assistance or have any questions regarding the Proposal or how to vote your shares, please call the Trust’s Proxy Solicitor, Sodali & Co., at (844) 819-8331 weekdays from 10:00 a.m. to 11:00 p.m. Eastern Time.

PROXY MATERIALS

Innovator ETFs^® Trust

each a “Proposal 1 Fund” and collectively, the “Proposal 1 Funds”

All of the Proposal 1 Funds, and the following series of the Trust:

collectively, the “Proposal 2 Funds”

Table of Contents

Important Information For Shareholders

While we encourage you to read the complete Proxy Statement enclosed, below is a brief overview of the subject of the shareholder votes in the questions and answers (the “Q&A”) below. The Q&A contains limited information and should be read in conjunction with the more detailed information contained in the Proxy Statement and is qualified in its entirety by reference to the Proxy Statement. Your vote is important, no matter how large or small your holdings may be.

Questions and Answers

Proposal 1: For each series of the Trust (collectively, the “Funds” and each, a “Fund”) listed on the enclosed Notice of Special Meeting of Shareholders as “Proposal 1 Funds”, approve a new investment advisory agreement (the “New Agreement”) between the Trust, on behalf of each Fund, and Innovator Capital Management, LLC (“Innovator” or the “Adviser”). Appendix A contains the form of the New Agreement.

Proposal 2: For each Fund listed on the enclosed Notice of the Special Meeting of Shareholders as “Proposal 2 Funds”, elect fourteen (14) nominees (the “Nominees”) to the board of trustees of the Trust (the “Board”).

Shareholders will be asked to consider and vote on the Proposals at the special meeting of Shareholders of the Trust that is scheduled to be held at Innovator’s offices, located at 200 W. Front Street, Wheaton, Illinois 60187, on February 24, 2026, at [____] Central Time (together with any postponements or adjournments, the “Special Meeting”). If you were a shareholder of record of a Fund as of the close of business on December 19, 2025 (the “Record Date”), you are entitled to vote at the Special Meeting, even if you no longer own shares of such Fund.

Questions Regarding Proposal 1

The parties expect the closing of the Transaction (“Closing”) to take place in the [second] quarter of 2026, or as soon as practicable thereafter. Because the Closing of the Transaction would result in a change of control of Innovator under the Investment Company Act of 1940, as amended (the “1940 Act”), the investment advisory agreement currently in effect between the Trust, on behalf of each Fund, and Innovator (the “Current Agreement”) would automatically terminate. Therefore, in order to provide for continuity in the management of the Funds, Shareholders of each Proposal 1 Fund are being asked to approve a new agreement between the Trust and Innovator (the “New Agreement”). While Shareholders are being asked to approve the New Agreement, they are not being asked to approve the Transaction. Moreover, with your approval, Innovator will continue to provide management and investment advisory services to each Proposal 1 Fund following the Transaction. The Proxy Statement provides additional information about Innovator and Proposal 1. If Shareholders of a Fund approve Proposal 1, Proposal 1 will become effective with respect to such Fund upon the later of the Closing or the approval of the Proposal.

The Transaction is also expected to benefit Shareholders of the Funds. For example, Goldman intends to devote additional resources to Innovator and the Funds. Additionally, following the Transaction, Innovator will be part of an organization with greater scale, broader distribution capabilities and new opportunities to grow. Any resulting growth of Fund assets may produce potential economies of scale and additional capabilities that could benefit shareholders of the Funds. However, it is possible that Fund assets will not grow and the Funds will not achieve such potential economies of scale.

Questions Regarding Proposal 2

Mr. Wildman is currently a trustee of the Trust. Each of the remaining Nominees currently serves as a trustee of other funds advised by GSAM (the “Goldman Sachs Funds”). The Board, including the Nominating and Governance Committee thereof, has reviewed the qualifications and backgrounds of the Nominees and concluded that the Nominees are experienced in the oversight of exchange-traded funds and other registered investment companies. The Board also considered, among other things, the efficiency of potentially having the same board members serve consistently across a diversified fund complex comprised of the Innovator-advised Funds and the Goldman Sachs Funds. The Board further considered how such Nominees might help to realize the potential benefits to Shareholders that are anticipated to follow from the Transaction.

The election of the Nominees pursuant to Proposal 2 is contingent upon the closing of the Transaction. If the Transaction is not completed, Proposal 2 will not become effective. If the Nominees are elected and the Transaction closes, the total number of Board members will increase from four (4) to fourteen (14). You are being asked to elect these Nominees to help realize the potential benefits to Shareholders that are anticipated to follow from the Transaction. In an effort to provide continuity in the oversight of the Funds, Mark Berg and Joe Stowell, currently trustees of the Trust that are not running for re-election, have entered into a consulting agreement pursuant to which, if requested by the Board, they will provide their views and insight regarding the business and affairs of the Trust for three (3) years following the close of the Transaction. Additionally, Mr. Wildman is expected to be appointed to the boards of the Goldman Sachs Funds. Mr. Wildman has also entered into a consulting agreement pursuant to which, if he ceases to serve on the Board, he would also agree to provide his views and insight regarding the business and affairs of the Trust for three (3) years following the close of the Transaction.

Questions Regarding Voting and the Special Meeting

With respect to Proposal 1, the 1940 Act requires that each investment advisory agreement be approved by the vote of a majority of a Proposal 1 Fund’s outstanding voting securities. A vote by a “majority of the outstanding voting securities” is defined in the 1940 Act as the lesser of the vote of: (i) 67% or more of the voting securities of the Fund that are present at a meeting if holders of shares representing more than 50% of the outstanding voting securities of the Fund are present or represented by proxy; or (ii) more than 50% of the outstanding voting securities of the Fund (a “1940 Act Majority”). To become effective with regard to a Proposal 1 Fund, the New Agreement must be approved by the vote of the 1940 Act Majority of the Fund’s shares, provided a quorum is present. Each Proposal 1 Fund will vote on Proposal 1 separately. The approval of the New Agreement by one Proposal 1 Fund is not contingent upon the approval of the New Agreement by any other Proposal 1 Fund, except that the Transaction Threshold must be met (along with certain other closing conditions, in each case unless waived) in order for the Transaction to be completed and the New Agreement to go into effect.

With respect to Proposal 2, under the Trust’s governing documents the election of each Nominee must be approved by a plurality of the votes cast in person or by proxy at the Special Meeting, provided a quorum is present. The Shareholders of each Fund will vote together with Shareholders of the other Funds for the election of the Nominees. Under a plurality voting requirement, the candidates who receive the highest number of votes will be elected. For example, with fourteen Nominees for election to the Board and fourteen Trustees to be elected, a vote by plurality means the fourteen Nominees with the highest number of affirmative votes, regardless of the votes withheld for the Nominees, will be elected.

By Mail: Vote, sign and return the enclosed proxy card(s) in the enclosed self-addressed, postage-paid envelope;

By Telephone: Call the number printed on the enclosed proxy card(s);

By Internet: Access the website address printed on the enclosed proxy card(s); or

In Person: Attend the Special Meeting described in the Proxy Statement. If you wish to attend the Special Meeting, please notify our proxy solicitor, Sodali & Co., by calling (844) 819-8331. Shareholders of record at the close of business on December 19, 2025 are entitled to attend the Special Meeting. Eligible shareholders who intend to attend the Special Meeting in person will need to bring proof of share ownership, such as a shareholder statement or letter from a custodian or broker-dealer confirming ownership, as of December 19, 2025, and a valid picture identification, such as a driver’s license or passport, for admission to the Special Meeting. Seating is very limited, so persons without proof of ownership and identification will not be admitted. Shareholders whose shares are held in “street name” through their broker will need to obtain a legal proxy from their broker and present it at the Special Meeting in order to vote in person.

The Board Unanimously Recommends that you Vote FOR each Proposal
Described in the Proxy Statement.

Notice of Special Meeting of Shareholders

To be held on February 24, 2026

Important notice regarding the availability of proxy materials for the shareholder meeting to be held on February 24, 2026:

This proxy statement is available at www._______.

To the shareholders (the “Shareholders”) of each fund listed below (each, a “Fund” and collectively, the “Funds”), each of which is a separate series of Innovator ETFs^® Trust, a Delaware statutory trust (the “Trust”):

Notice Is Hereby Given that a special meeting of Shareholders of the Trust (the “Special Meeting”) will be held at the offices of the Innovator Capital Management, LLC (“Innovator”) at 200 W. Front Street Wheaton, IL 60187 on February 24, 2026 at [___ a.m., Central time]. At the Special Meeting, Shareholders will be asked to consider and act upon the following proposals (collectively, the “Proposals”), as described in the accompanying proxy statement (“Proxy Statement”) for the applicable Funds (as listed below):

Your Board Recommends that you Vote for the Proposals.

The Proposals are discussed in greater detail in the enclosed Proxy Statement. You are entitled to vote at the Special Meeting if you owned shares of any of the Funds at the close of business on December 19, 2025 (the “Record Date”). If you attend the Special Meeting, you may vote your shares in person. Please contact our proxy solicitor, Sodali & Co., if you plan to attend the Special Meeting by calling (844) 819-8331. Shareholders of record at the close of business on the Record Date are entitled to attend and vote at the Special Meeting. Eligible Shareholders who intend to attend the Special Meeting in person will need to bring proof of share ownership, such as a shareholder statement or letter from a custodian or broker-dealer confirming ownership, as of the Record Date, and a valid picture identification, such as a driver’s license or passport, for admission to the Special Meeting. Seating is very limited, so persons without proof of ownership and identification will not be admitted. Shareholders whose shares are held in “street name” through their broker will need to obtain a legal proxy from their broker and present it at the Special Meeting in order to vote in person. Whether or not you expect to attend the Special Meeting in person, we urge you to complete, date, sign and return the enclosed proxy card(s) in the enclosed postage-paid envelope or vote by telephone or through the Internet.

Your Vote is Important- Please Sign, Date and Return Your Proxy Promptly.

By order of the Board.

/s/ H. Bruce Bond

H. Bruce Bond
President, Principal Executive Officer and Trustee

[date]

To secure the largest possible representation and to save the expense of further mailings and/or solicitations, please mark your proxy card(s), sign, and return it (them) in the enclosed envelope, which requires no postage if mailed from the United States. If you prefer, you may instead vote by telephone or the Internet. You may revoke your proxy at any time before or at the Special Meeting or vote in person if you attend the Special Meeting, as provided in the attached Proxy Statement.

Some Shareholders hold shares in more than one fund and may receive proxy cards and/or proxy materials for each fund owned. please sign and promptly return each proxy card in the self-addressed envelope regardless of the number of shares owned.

Innovator ETFs^® Trust

List of Funds – Proposal 1 (“Proposal 1 Funds”)

List of Funds – Proposal 2 (“Proposal 2 Funds”)

All Proposal 1 Funds, as well as the following Funds:

SUBJECT TO COMPLETION
DATED DECEMBER 9, 2025

Proxy Statement

Innovator ETFs^® Trust

Dated [____]

Important notice regarding the availability of proxy materials for the shareholder meeting to be held on February 24, 2026:

This proxy statement is available at www.[____].

This proxy statement (the “Proxy Statement”) solicits proxies to be voted at the upcoming special meeting (the “Special Meeting”) of shareholders (“Shareholders”) of the series of the Innovator ETFs^® Trust (the “Trust”) as listed in the accompanying Notice of Special Meeting of Shareholders. Each of the series of the Trust is referred to as a “Fund” and are collectively referred to as the “Funds.” The Board of Trustees of the Trust (the “Board”) called the Special Meeting to vote on the following proposals (each, a “Proposal” and collectively, the “Proposals”), which are described more fully below:

The principal office of the Trust is located at 200 W. Front Street Wheaton, IL 60187. You can reach the office of the Trust by telephone by calling 1-800-208-5212. The Trust is a Delaware statutory trust registered as an open-end management investment company under the Investment Company Act of 1940, as amended (the “1940 Act”).

The Special Meeting will be held at [the offices of the Trust at 200 W. Front Street Wheaton, IL 60187 on February 24, 2026, at ___ a.m., Central time.] Only Board members, officers of the Trust, Innovator Capital Management, LLC (“Innovator” or the “Adviser”), investment adviser to each Fund, and Shareholders of record on December 19, 2025 (the “Record Date”) will be admitted to the Special Meeting. Eligible Shareholders who intend to attend the Special Meeting in person will need to bring proof of share ownership, such as a Shareholder statement or letter from a custodian or broker-dealer confirming ownership, as of the Record Date, and a valid picture identification, such as a driver’s license or passport, for admission to the Special Meeting. Seating is very limited, so persons without proof of ownership and identification will not be admitted. The Board, on behalf of each Fund, is soliciting these proxies. This Proxy Statement is first being sent to Shareholders on or about [____].

This Proxy Statement gives you information about the Proposals, and other matters that you should know before voting.

The Trust will furnish, without charge, a copy of a Fund’s annual report and most recent semi-annual report succeeding the annual report, if any, to a Shareholder upon request. Such requests should be directed to the Trust by calling toll free at 1-800-208-5212 or by correspondence addressed to 200 W. Front Street Wheaton, IL 60187. Copies are also available at www. innovatoretfs.com. Copies of the annual and semi-annual reports of the Funds are also available on the EDGAR Database on the U.S. Securities and Exchange Commission’s (“SEC”) Internet site at www.sec.gov.

Two or more Shareholders of a Fund who share an address might receive only one annual report or Proxy Statement, unless the Trust has received instructions to the contrary. The Trust will promptly send, at no cost, a separate copy of the annual report and/or Proxy Statement to any Shareholder upon request. To request a separate copy of an annual report or the Proxy Statement, Shareholders should contact the Trust at 1-800-208-5212.

To assure the presence of a quorum at the meeting, please promptly execute and return the enclosed proxy. A self-addressed, postage-paid envelope is enclosed for your convenience. Alternatively, you may vote by telephone or through the internet at the number or website address printed on the enclosed proxy card(s).

Proposal 1: Approval of a New Investment Advisory Agreement

You are being asked to approve a new investment advisory agreement (the “New Agreement”) between the Trust, on behalf of your Proposal 1 Fund, and Innovator. Appendix A contains the form of the New Agreement. On November 12, 2025, Innovator, the current investment adviser to each Fund, entered into a membership interest purchase agreement, (the “Purchase Agreement”) pursuant to which GSAM Holdings LLC, a Delaware limited liability company (“GSAM Holdings”), which is a subsidiary of The Goldman Sachs Group, Inc., a Delaware corporation (“Goldman”), will purchase all of the issued and outstanding limited liability company interests of Innovator (the “Transaction”). As a result of the Transaction, Innovator will become a direct, wholly-owned subsidiary of GSAM Holdings and, in this manner, Innovator will ultimately be an indirect, wholly-owned subsidiary of Goldman and an affiliate of Goldman Sachs Asset Management, L.P. (“GSAM”).

The Board is proposing the approval of the New Agreement with respect to each Proposal 1 Fund because the current investment advisory agreement between the Trust and Innovator (the “Current Agreement”) will terminate upon completion of the Transaction. As required by the 1940 Act, the Current Agreement terminates automatically upon its “assignment,” which includes a change in control of Innovator. The completion of the Transaction will result in a change in control of Innovator, and thus the assignment and automatic termination of the Current Agreement. Shareholders of each respective Proposal 1 Fund are therefore being asked to approve the New Agreement for their Fund in an effort to ensure continuity in the operation of their Proposal 1 Fund. The New Agreement would become effective for a Proposal 1 Fund only if approved by the Shareholders of that Fund and if the Transaction is completed. The closing of the Transaction (the “Closing”) is currently expected to take place in the second quarter of 2026, or as soon as practicable thereafter. If the Transaction is not completed or the Purchase Agreement is terminated, the New Agreement will not go into effect and the Current Agreement will continue in effect.

Shareholders of any Fund that is not a Proposal 1 Fund are not being asked to vote on Proposal 1. With respect to the Innovator IBD^® 50 ETF and Innovator IBD^® Breakout Opportunities ETF, the Board will separately determine the best course of action for each of those Funds.

Description of the Transaction

The terms and conditions of the Transaction are set forth in the Purchase Agreement. Pursuant to the Purchase Agreement, GSAM Holdings, a subsidiary of Goldman, will purchase all of the issued and outstanding limited liability interests of Innovator. Innovator would therefore become a direct, wholly-owned subsidiary of GSAM Holdings, and ultimately will be an indirect, wholly-owned subsidiary of Goldman. Additionally, Innovator will become an affiliate of GSAM. The completion of the Transaction is subject to certain terms and conditions, including obtaining Shareholder approval under Proposal 1 that meets at least the minimum required threshold detailed in the Purchase Agreement and the election of Nominees to the Board under Proposal 2, which is further explained below. While the approval of the New Agreement with respect to a Proposal 1 Fund is not contingent on the approval of the New Agreement by any other Fund, the terms of the Purchase Agreement require a specified percentage of the assets under management of the Trust must approve the New Agreement with respect to the Funds and the Adviser (the “Transaction Threshold”), and the Nominees have been elected to the Board in order for the Transaction to Close (in addition to certain other closing conditions, in each case unless waived), and the New Agreement to go into effect. If the Transaction is not completed, then the Current Agreement will remain in effect for each Fund.

There are no current plans to change any of the primary service providers to the Funds, including but not limited to, the Funds’ investment sub-advisers and custodian, as a direct result of the Transaction. If the Transaction is completed, the Board will continue to evaluate the Trust’s service providers in connection with the exercise of its reasonable business judgment in the ordinary course of business, and accordingly, it is possible that certain service providers of the Funds will change in the future. Each Proposal 1 Fund’s current portfolio managers, as well as all of the other investment advisory personnel of Innovator who currently assist in the management of the Funds, are expected to keep their current positions after the Transaction. There are no current plans to materially change the manner in which the Proposal 1 Funds are managed as a result of the Transaction. The Transaction is expected to provide Shareholders of the Funds with certain benefits. For example, following the Transaction, Innovator will be part of an organization with greater scale, broader distribution capabilities and new opportunities to grow. Accordingly, Shareholders will have the potential to realize certain benefits, including but not limited to, the increased knowledge, experience and resources Goldman and GSAM can bring to bear on behalf of the Funds. However, it is also possible that these potential benefits will not be experienced.

Although there is no assurance that the Closing will occur, if each of the closing conditions is satisfied or waived, Innovator and Goldman anticipate that the Closing will take place in the [second] quarter of 2026, or as soon as practicable thereafter. Shareholders are not being asked to vote on the Transaction itself.

Post-Transaction Structure and Operations

As noted above, upon the Closing, Innovator will continue to serve as investment adviser to the Proposal 1 Funds, subject to Shareholder approval. It is expected that all of the investment advisory personnel of Innovator who currently assist in the management of the Proposal 1 Funds will continue as employees of Innovator and will provide uninterrupted management of the Funds following the Closing for so long as they choose to remain employees of Innovator. In the event that they choose not to remain employed by Innovator, Innovator will identify appropriate replacements. There are no expected changes to any of the current investment sub-advisers to any of the Funds, nor any expected changes in portfolio managers for any of the Funds as a result of the Transaction. Further, there are no current plans to materially change the organization and structure of the Trust. The Board, including the Nominees if elected under Proposal 2, will be responsible for making decisions regarding, among other matters, the independent accountants, custodian, and transfer agent of the Funds.

Section 15(f) of the 1940 Act

The Board has been advised that the parties intend to rely on Section 15(f) of the 1940 Act, which provides a non-exclusive safe harbor whereby an investment adviser (such as Innovator) to an investment company (such as the Trust) may receive payment or benefit in connection with the sale of an interest in the investment adviser if two conditions are satisfied. The first condition is that during the three-year period following the closing of the sale, at least 75% of the investment company’s board must not be “interested persons” (as defined in the 1940 Act) of the investment adviser or its predecessor, which in this case is Innovator. The Board currently meets this test and is expected to continue to do so after the Closing if the Nominees are elected under Proposal 2. Second, no “unfair burden” can be imposed on the investment company as a result of the sale. An “unfair burden” includes any arrangement during the two-year period after the sale where the investment adviser (or predecessor or successor adviser), or any of its “interested persons” (as defined in the 1940 Act), receive or is entitled to receive any compensation, directly or indirectly, (i) from any person in connection with the purchase or sale of securities or other property to, from or on behalf of the investment company (other than bona fide ordinary compensation as principal underwriter for the investment company) or (ii) from the investment company or its Shareholders (other than fees for bona fide investment advisory or other services). Goldman has agreed as a condition of the Transaction that it will, and will cause each of its affiliates (including, after the Transaction, Innovator) to, use reasonable best efforts to conduct their business so as to enable reliance upon Section 15(f) of the 1940 Act in connection with the investment advisory services to be provided by Innovator to each of the Funds after the Closing of the Transaction.

The New Agreement

The New Agreement is substantially the same as the Current Agreement, except with respect to the date and term of the agreement. Under the New Agreement, Innovator will continue to provide the same services it currently provides under the Current Agreement at the same advisory fee rate schedule and with no increase in the fee rates paid by a Proposal 1 Fund. Appendix A contains the form of the New Agreement. The following description of the New Agreement is qualified in its entirety by reference to the full text of the New Agreement as set forth in Appendix A. The key features of the New Agreement and Current Agreement are described below.

Investment Management Services. Under the New Agreement, Innovator, as investment adviser, would provide the same investment management services that Innovator performs under the Current Agreement.

All-In Fee. Pursuant to the Current and New Agreements, Innovator is entitled to a fee from each Proposal 1 Fund at annual rates based on the average daily net assets of the Fund, which is paid monthly. Like the Current Agreement, under the New Agreement each Proposal 1 Fund will pay Innovator a fee for advisory, supervisory, administrative and other services if required under an all-in fee structure. Appendix B provides the management fees paid by each Fund for the relevant fiscal year end.

Innovator has entered into written expense reimbursement/fee waiver agreement (“Current Fee Waiver Agreement”) with respect to certain Funds as designated by the Trust pursuant to which Innovator has agreed to waive a portion of its management fee to the extent necessary to pay for any acquired fund fees and expenses incurred by such Fund. In connection with the New Agreement, Innovator will enter into a new written expense reimbursement/fee waiver agreement (“New Fee Waiver Agreement”) with these Funds pursuant to terms that are identical the Current Fee Waiver Agreement. The New Fee Waiver Agreement will remain in effect and be contractually binding for a period of one year following the Closing.

Best Execution and Soft Dollars. The Current and New Agreements contain identical provisions regarding the execution of portfolio transactions, and the ability of the investment adviser to receive “soft dollar” research from brokers through whom it places trades.

Limitation on Liability. The Current and New Agreements both provide that, in the absence of willful misfeasance, bad faith or gross negligence on Innovator’s part in the performance of its obligations and duties or by reason of its reckless disregard of its obligations and duties under the agreement, Innovator shall not be liable for any loss sustained by reason of the purchase, sale or retention of any asset, whether or not such purchase, sale or retention shall have been based upon the investigation and research made by any other individual, firm or corporation, if such recommendation shall have been selected with due care and in good faith.

Duration. If approved by Shareholders of a Proposal 1 Fund, then the New Agreement will remain in force with respect to such Proposal 1 Fund for an initial term of two years from the date of its execution. Thereafter, if not terminated, the New Agreement will continue in effect from year to year only if such continuance is specifically approved at least annually by both (i) the vote of a majority of the Board or the vote of a “majority of the outstanding voting securities,” as defined in the 1940 Act, of the Fund, and (ii) the vote of a majority of the Independent Trustees, cast in person at a meeting called for the purpose of voting on such approval. The Current Agreement has similar provisions for its term and continuance.

A vote of a “majority of the outstanding voting securities” is defined in the 1940 Act as the lesser of the vote of (i) 67% or more of the voting securities of the Fund that are present at a meeting if holders of shares representing more than 50% of the outstanding voting securities of the Fund are present or represented by proxy or (ii) more than 50% of the outstanding voting securities of the Fund (a “1940 Act Majority”).

Termination. Both the Current and New Agreements may be terminated with respect to a Proposal 1 Fund on 60 days’ written notice by Innovator, the Board, or a 1940 Act Majority of the Fund’s Shareholders. Both the Current and New Agreement also may be terminated, at any time, without the payment of any penalty, by the Board, or by vote of a majority of the outstanding voting securities of the Fund, in the event that it shall have been established by a court of competent jurisdiction that Innovator, or any officer or director of Innovator, has taken any action which results in a breach of the material covenants of the Adviser set forth therein. The New Agreement will also immediately terminate in the event of its “assignment” (as defined in the 1940 Act).

Amendments. Amendments to the Current or New Agreements will be approved as required by (or as not prohibited by) the 1940 Act, which generally requires approval of a majority of trustees who are not parties to such agreement or interested persons of any such party, and also generally requires for material amendments a vote or written consent of a 1940 Act Majority of the Fund’s shareholders.

Additional Information. Innovator serves as the Funds’ investment adviser under the Current Agreement with the Trust. The Current Agreement became effective for each of the Funds as set forth in Appendix C. The Current Agreement was last approved for continuance for each applicable Fund by the Board, including a majority of the Independent Trustees, as indicated in Appendix C. A discussion of the basis for the Board’s most recent approval of the Current Agreement for the Funds is available in the Trust’s Form N-CSRS for the fiscal period ended April 30, 2025, or Form N-CSR for the fiscal year ended October 31, 2024, as noted in Appendix C, or will become available in the Trust’s N-CSR for the fiscal year ended October 31, 2025 or N-CSRS for the fiscal period ended April 30, 2026. If the New Agreement is approved for a Proposal 1 Fund, Innovator will provide the same investment advisory services it currently provides to such Fund under the Current Agreement.

Interim Advisory Agreement. In the event that the completion of the Transaction and the termination of a Proposal 1 Fund’s Current Agreement occurs before Shareholder approval of the New Agreement for the Fund is obtained, it is anticipated that the Fund would rely on Rule 15a-4 under the 1940 Act, which permits the Board (including a majority of the Independent Trustees) to approve and enter into an interim advisory agreement (“Interim Advisory Agreement”) pursuant to which Innovator would serve as an interim adviser to a Fund for up to 150 days following the termination of the Current Agreement. At a meeting held on December 8, 2025, the Board approved an Interim Advisory Agreement for each Proposal 1 Fund, which would only take effect if the Closing occurs before a Fund’s Shareholders approve the New Agreement.

In approving the Interim Advisory Agreement, the Board, including a majority of the Independent Trustees, determined that (A) the scope and quality of services to be provided to each Fund under the Interim Advisory Agreement would be at least equivalent to the scope and quality of services provided under the Current Agreement; (B) the compensation to be received by Innovator as the interim adviser under the Interim Advisory Agreement is no greater than the compensation that Innovator would have received under the Current Agreement; and (C) the Interim Advisory Agreement has the same terms and conditions as the Current Agreement, with the exception of its effective and termination dates and differences in the terms and conditions the Board, including a majority of Independent Trustees, finds to be immaterial. Other provisions of the Interim Advisory Agreement will include:

(i)     the Interim Advisory Agreement terminates upon the earlier of the 150th day following the termination of the Current Agreement or the effectiveness of the New Agreement;

(ii)     the Board or a 1940 Act Majority of a Fund’s outstanding shares may terminate the Interim Advisory Agreement at any time, without the payment of any penalty, on not more than 10 calendar days’ written notice to Innovator as the interim adviser;

(iii)     the compensation earned by Innovator as the interim adviser under the Interim Advisory Agreement will be held in an interest-bearing escrow account with a Fund’s custodian or a bank;

(iv)     if a 1940 Act Majority of a Fund’s outstanding shares approve such Fund’s New Agreement by the end of the 150-day period, then the amount in the escrow account (including interest earned) will be paid to Innovator as the interim adviser; and

(v)     if a 1940 Act Majority of a Fund’s outstanding shares do not approve such Fund’s New Agreement, then Innovator as the interim adviser will be paid out of the escrow account the lesser of (a) any costs incurred in performing the Interim Advisory Agreement (plus interest earned on that amount while in escrow), or (b) the total amount in the escrow account (plus interest earned).

In the event that the New Agreement is not approved by a Proposal 1 Fund’s Shareholders, the Board will take such action as it believes to be in the best interest of the respective Fund and its Shareholders, including, potentially, liquidation. Certain of the Proposal 1 Funds are “defined outcome” funds. If such Funds do not receive the requisite Shareholder approval, it is possible that they will be forced to liquidate prior to the conclusion of their respective “Outcome Periods” and, consequently, Shareholders of such Funds may be adversely affected. Defined outcome funds are designed to deliver returns that match those of a given reference asset, subject to such fund’s sought-after outcomes, if shares of such fund are held from the commencement of the Outcome Period through its conclusion. In the event a fund were to liquidate prior to the conclusion of the Outcome Period, such fund would be unable to deliver returns that match those of its reference asset, and accordingly would not deliver the sought-after outcomes, and shareholders may be adversely affected.

Board Considerations in Approving the New Agreement

At meetings held on December 4 and 8, 2025, the Board considered the approval of the New Agreement between Innovator and the Trust with respect to the Funds.

The Board considered its duties under the 1940 Act, as well as under the general principles of state law in reviewing and approving advisory contracts; the requirements of the 1940 Act in such matters; the fiduciary duty of investment advisers with respect to advisory agreements and compensation; the standards used by courts in determining whether investment company boards have fulfilled their duties; and the factors to be considered by the Board in voting on such agreements.

The Trustees considered their experience with Innovator in managing the Funds and noted that key personnel and management of Innovator are expected to remain the same as that currently in place and no changes are expected in this regard as a result of the Transaction. The Trustees also considered that the New Agreement is substantially the same as the Current Agreement. They considered the information furnished in connection with the December 4 and 8, 2025 meetings from Innovator and/or GSAM regarding the Transaction and the New Agreement as well as presentations by Innovator and GSAM in connection therewith. The Trustees also considered information previously furnished by Innovator for the Board’s review and consideration throughout the year.

The Independent Trustees considered information provided by the Adviser with respect to the services to be provided by the Adviser to the Funds under the New Agreement; the unitary fee rate payable by each Fund and as compared to fees charged to peer groups of the Funds; the nature of the expenses expected to be incurred in providing services to the Funds under the New Agreement; the potential for economies of scale, if any, and any fall-out benefits that may accrue to the Adviser under the New Agreement.

In evaluating whether to approve the New Agreement, the Board applied its business judgment and considered the nature, extent and quality of the services to be provided by the Adviser pursuant to the New Agreement. The Board considered that under the New Agreement the Adviser will continue to be responsible for the overall management of the Funds as well as the oversight of each Fund’s respective sub-adviser(s). The Independent Trustees also met separately with their Independent Counsel to discuss the information provided by the Adviser.

In light of the information presented and the considerations made, the Board concluded that the nature, extent and quality of the services to be provided to the Funds by the Adviser under the New Agreement were satisfactory.

The Board considered the historical investment performance of each of the Funds and considered the tracking error (NAV return to index return) for each of the applicable Funds that seek to track an index.

The Board considered the unitary fee rate to be paid by each Fund under the New Agreement and noted that there are no proposed fee changes in connection with the Transaction. The Board noted that the Adviser will continue to be responsible for the Funds’ expenses, including the cost of transfer agency, custody, fund administration, legal, audit and other services and license fees (if any), but excluding the fee payable under the investment management agreement, interest, taxes, brokerage commissions and other expenses connected with the execution of portfolio transactions, and extraordinary expenses. The Board noted that it had previously received and reviewed information for the Funds showing the advisory fee rates and expense ratios of the funds comprising each Fund’s peer group.

In light of the information considered and the nature, extent and quality of the services to be provided by the Adviser to the Funds under the New Agreement, the Board determined that the unitary fee for each of the Funds was fair. The Board noted that any reduction in fixed costs associated with the management of the respective Fund and economies of scale associated therewith would benefit the Adviser but that the unitary fee structure provides a level of certainty in expenses for each of the Funds. The Board considered the investment that the Adviser has made in personnel and infrastructure for the Funds. The Board noted that costs associated with higher-than-industry average index license fees, the construction and execution of index methodology, and the necessary cost for experienced sub-advisers also impact the costs of offering the Funds.

The Board noted that it had previously received and reviewed information regarding the profitability of the Adviser. 

The Board considered potential “fall-out” or ancillary benefits anticipated to be received by the Adviser and concluded that the character and amount of potential fall-out benefits to the Adviser are consistent with the types of benefits generally derived by investment managers to funds.

Based on the information considered and the conclusions reached, the Board, including the Independent Trustees, unanimously determined that the terms of the New Agreement are fair and that the approval of the New Agreement is in the best interests of the Funds. No single factor was determinative in the Board’s analysis, and individual Trustees may have evaluated the information presented differently from one another, attributing different weights to various factors.

Required Vote

To become effective with regard to each Proposal 1 Fund, the New Agreement must be approved by the vote of the 1940 Act Majority of such Fund’s shares. The approval of a New Agreement by one Fund is not contingent on the approval of a New Agreement by any other Fund. Each Proposal 1 Fund will vote on Proposal 1 separately. That notwithstanding, the close of the Transaction is subject to the satisfaction of the Transaction Threshold (along with certain other closing conditions, in each case unless waived) in order for the Transaction to be completed and the New Agreement to go into effect. The Board, including all of the Independent Trustees, approved the New Agreement after consideration of all factors that the Board determined to be relevant to their deliberations, including those discussed above. The Board also determined to submit the New Agreement for consideration by the Shareholders of each Proposal 1 Fund and to recommend that Shareholders vote FOR approval. If the Shareholders of a Proposal 1 Fund do not approve the Fund’s New Agreement, the Board will consider other possible courses of action for the Fund, which may include entering into the Interim Advisory Agreement with Innovator pursuant to Rule 15a-4 under the 1940 Act.

If the Shareholders of a Proposal 1 Fund approve a New Agreement for that Fund, then it will not become effective until the Closing. If the Transaction is not completed, then the Current Agreement will remain in effect for each Fund. Even if Shareholders of a Proposal 1 Fund do not approve the New Agreement for their Fund, the Transaction could still close, resulting in the termination of the Current Agreement with Innovator for that Fund. While an Interim Advisory Agreement could be utilized for such a Fund for a certain period of time, the Board will take such action as it believes is in the best interests of a Fund that has not approved the New Agreement, including, potentially, liquidating such Fund.

For the reasons discussed above, the board unanimously recommends that you vote for the approval of the new agreement for each Proposal 1 Fund.

Proposal 2: To Elect Nominees to the Board of Trustees

Shareholders are being asked to elect fourteen (14) Nominees to the Board. The Trust is governed by a Board, which has oversight responsibility for the management of the Trust’s business affairs. Trustees establish procedures and oversee and review the performance of the investment adviser, distributor, and others who perform services for the Trust.

Nominees

The trustees are responsible for supervising the management of the Trust and serving the best interests of Shareholders. Mr. Wildman is currently a trustee of the Trust. Each of the remaining Nominees currently serves as a trustee of the Goldman Sachs Funds, a diversified fund complex comprised of exchange-traded funds (“ETFs”), mutual funds and a closed-end interval fund investing across fixed income, liquidity, equity, alternatives and multi-asset solutions.

If the Nominees are elected, and the Transaction is completed, the Nominees would take office upon the Closing, and the total number of Board members will increase from four (4) to fourteen (14). The Nominees are being recommended because of, among other reasons, their experience with ETFs and industry knowledge, their experience overseeing a diversified fund complex, the potential efficiency of having the same board members serve consistently across a diversified fund complex comprised of the Innovator-advised Funds and Goldman Sachs Funds, and their potential role to help realize the potential benefits to Shareholders that are anticipated to follow from the Transaction. In an effort to provide continuity in the oversight of the Funds, Mark Berg and Joe Stowell, currently trustees of the Trust that are not running for re-election, have entered into a consulting agreement where, if requested by the Board, they will provide their views and insight regarding the business and affairs of the Trust for three (3) years following the close of the Transaction. Additionally, Mr. Wildman is expected to be appointed to the boards of the Goldman Sachs Funds. Mr. Wildman has also entered into a consulting agreement pursuant to which, if he ceases to serve on the Board, he would also agree to provide his views and insight regarding the business and affairs of the Trust for three (3) years following the close of the Transaction. Messrs. Berg, Stowell, and if applicable, Wildman, will be compensated by GSAM (and not by the Funds) pursuant to these consulting agreements.

The Board considered information provided by the Nominees and concluded with the help of counsel that, if elected, each of the Nominees, except for Mr. McNamara, would not be an “interested person,” as defined in the 1940 Act. Appendix D contains a description of the background of the Trustees and Nominees and related information.

The Board would meet periodically throughout the year to oversee the Funds’ activities, including to review the Funds’ performance and oversee potential conflicts that could affect the Funds, and to review the actions of Innovator. With respect to its oversight of risk, the Board, through its committees, would rely on reports and information received from various parties, including Innovator, internal auditors, the Funds’ and Innovator’s Chief Compliance Officer, and the Funds’ outside auditors.

The Nominees are available to serve and have consented to serve if elected.

Selection of Nominees for Trustee

The Board’s Nominating and Governance Committee makes recommendations and considers Shareholder recommendations for nominations for Board members. The Nominating and Governance Committee also periodically reviews independent Board member compensation. The Nominating and Governance Committee evaluates a candidate’s qualification for Board membership and the independence of such candidate from the Funds’ investment adviser and other principal service providers. Under the current Nominating and Governance Committee charter, pursuant to which the Nominees were recommended for nomination to serve on the Board, the Nominating and Governance Committee may consider all factors it may determine to be relevant to fulfilling the role of being a member of the Board. The Nominating and Governance Committee does not have a formal policy regarding diversity, but considers a broad range of attributes and characteristics in evaluating nominees for election to the Board. A copy of the current Nominating and Governance Committee charter is attached as Appendix E to this Proxy Statement.

The Nominating and Governance Committee met on December 8, 2025, to evaluate the Nominees, including their qualifications for Board membership and their independence (as applicable) from Innovator, Goldman and their respective affiliates and other Fund service providers, as well as such other information as the Nominating and Governance Committee deemed relevant to its considerations. In advance of that meeting, the Nominating and Governance Committee received information about each of the Nominees and their professional experiences and qualifications. The Nominating and Governance Committee recommended the Nominees for nomination by the Independent Trustees, and at their meeting on December 8, 2025, the Independent Trustees and the full Board selected and nominated the Nominees for election by the Shareholders of the Trust.

Appendix D provides a brief discussion of the specific experience, qualifications, attributes or skills of each Trustee and Nominee that led the Board to conclude that he or she should serve as a member of the Board. Each Trustee and Nominee’s outside professional experience is also outlined in Appendix D.

Board Meetings and Trustee Compensation

The Board held [___] meetings during the fiscal year ended October 31, 2025. The Trust does not, in the normal course, hold annual meetings of Shareholders at which Trustees are elected.

No Independent Trustee or Nominee that would be an Independent Trustee if elected owns, beneficially or of record, securities issued by Goldman, Innovator, or Foreside Fund Services, LLC (the Funds’ distributor), or is a person directly or indirectly controlling, controlled by, or under common control with any of the foregoing. The table in Appendix F shows the dollar range of shares of each Fund and the aggregate dollar range of equity securities in all registered investment companies overseen or to be overseen by each Trustee and Nominee that are in the same family of investment companies. The information is provided as of [____].

Effective January 1, 2025, each current Independent Trustee is paid a fixed annual retainer of $313,000 per year. The fixed annual retainer is allocated pro rata among each Fund in the Trust based upon each Fund’s assets under management. The table in Appendix G shows the compensation that each Independent Trustee received from each Fund during the fiscal year ended October 31, 2025, and the aggregate compensation that each Independent Trustee received from the Trust during that period.

Principal Officers of the Trust

Officers of the Trust are appointed by the Board and serve at the pleasure of the Board. Appendix H identifies the current principal officers of the Trust and provides certain background and related information. The Board will evaluate the composition of its Officers in the ordinary course of business after the Closing and may add or replace any of the Officers listed in Appendix H in the exercise of its business judgment.

Standing Committees of the Board

Currently, the Board has two standing committees: the Audit Committee and the Nominating and Governance Committee. Each Committee is comprised of all of the Independent Trustees. If the Transaction is completed, the Board will evaluate the composition, structure and number of its Committees in the ordinary course of business and will add members and/or take any other actions in the exercise of its business judgment.

Audit Committee. The Audit Committee monitors accounting and financial reporting policies and practice, and internal controls for the Trust. It also oversees the quality and objectivity of the Trust’s financial statements and the independent audit thereof, and acts as a liaison between the Trust’s independent registered public accounting firm and the full Board. During the fiscal year ended October 31, 2025, the Audit Committee held [___] meetings.

Nominating and Governance Committee. The Nominating and Governance Committee recommends Board members, fills vacancies and considers the qualifications of Board members. The committee will consider shareholder recommendations for nomination to the Board only in the event that there is a vacancy on the Board. During the fiscal year ended October 31, 2025, the Nominating and Governance Committee held [___] meetings.

Independent Auditors of the Trust

Selection of Auditors. The current Audit Committee and the current Board have selected the firm of Cohen & Company, Ltd. (“Cohen”) to serve as the Trust’s independent registered public accounting firm. Cohen has previously confirmed to the Trust’s Audit Committee that it is an independent registered accounting firm with respect to the Funds. Representatives of Cohen are not expected to be present at the Special Meeting but will be available telephonically if necessary.

Audit Fees. Appendix I shows the aggregate fees billed to the Trust for each of the last two fiscal years for professional services rendered by Cohen for the audit of the Trust’s annual financial statements and for review of the financial statements included in the Trust’s annual reports or for services that normally are provided by Cohen in connection with statutory and regulatory filings or engagements for those fiscal years.

Audit-Related Fees. The Trust was [not] billed during its last two fiscal years for assurance and related services rendered by Cohen that were reasonably related to the audit or review of the Trust’s financial statements but where such services were not reported under “Audit Fees” above.

Tax Fees. Appendix I also shows the aggregate fees billed to the Trust in each of the last two fiscal years for professional services rendered by Cohen to the Trust for tax compliance, tax advice, and tax planning. These tax-related fees represent services provided in connection with [the preparation of tax returns and year-end distribution review.]

Aggregate Non-Audit Fees. During the Trust’s last two fiscal years, Cohen [did not] bill for non-audit services rendered to the Trust and Innovator, and any entity controlling, controlled by, or under common control with Innovator that provides ongoing services to the Trust.

The Audit Committee has considered whether the provision of non-audit services that were rendered to Innovator and any entity controlling, controlled by, or under common control with Innovator that provides ongoing services to the Trust, is compatible with maintaining the independence of Cohen. The Audit Committee has determined that Cohen’s provision of these services is compatible with maintaining Cohen’s independence.

All Other Fees. [There were no additional fees paid by the Trust or by Innovator, or other service providers under common control with Innovator during the Trust’s last two fiscal years for products and services provided by Cohen, other than the services reported above.]

Approval of Services. All of the fees disclosed above and in Appendix I were approved by the Audit Committee in advance of the performance of such services. The Audit Committee approved the services described under “Tax Fees” above in advance of the performance of such services. The Audit Committee has delegated pre-approval of audit and non-audit services to the chair of the Audit Committee. Any pre-approval decisions accordingly made shall be presented to the full Audit Committee at its next regularly scheduled meeting. Non-audit services that are not presented to the Audit Committee as part of the pre-approval process are subject to pre-approval by the chair of the Audit Committee so long as the estimated fee for such services does not exceed $25,000.

Required Vote

Election of each Nominee to the Board requires a plurality of votes cast, provided a quorum is present. The votes of all the shares of the Funds of the Trust will be counted together in determining the results of the voting for the election of the Nominees in Proposal 2.

For the reasons discussed above, the board unanimously recommends that you vote for the election of each of the nominees.

Information About Innovator

Innovator is located at 200 W. Front Street, Wheaton, Illinois 60187. Innovator currently provides investment advisory services. H. Bruce Bond is the Chief Executive Officer of Innovator. Innovator is registered as an investment adviser with the SEC. Innovator provides services to investment companies, with assets under management totaling approximately $[___] billion as of [___].

Upon Closing, Innovator will become a direct wholly-owned subsidiary of GSAM Holdings. GSAM Holdings, is a direct wholly-owned subsidiary of Goldman. After the Closing, Innovator will be an affiliate of GSAM by virtue of both being indirect, wholly-owned subsidiaries of Goldman. Each of the Goldman entities is located at 200 West Street, New York, NY 10282.

The current principal executive officers of Innovator and their principal occupation, along with their current positions with the Trust, are set forth below. The address of each principal executive officer of Innovator is 200 W. Front Street, Wheaton, Illinois 60187.

General Information

Principal Holders of Shares

To the knowledge of the Trust, as of the Record Date, the Trustees, Nominees and officers of the Trust owned in the aggregate [less than 1% of the shares of each Fund]. Appendix J lists the total shares outstanding of each Fund as of the Record Date. Appendix K contains information regarding each person who is known by the Trust to own, of record or beneficially, 5% or more of each Fund’s outstanding shares as of the Record Date, December 19, 2025. Mr. Bond, a Trustee and executive officer of the Trust, may be deemed to have a substantial interest arising from his economic interest in Innovator.

Since the beginning of the Funds’ most recently completed fiscal year, [no] Independent Trustee or Nominee has purchased or sold securities exceeding 1% of the outstanding securities of any class of Innovator or Goldman.

Payment of Solicitation Expenses

Innovator has agreed to pay the expenses of the preparation, printing and mailing of this Proxy Statement and its enclosures, and of all proxy solicitations. These expenses are estimated to be approximately $[____], approximately $[____] of which relate to the solicitation of proxies. [____] (“___”), a proxy solicitation firm, has been engaged by Innovator and [____] to assist in the solicitation of proxies. [Innovator will reimburse brokerage firms and others for their expenses in forwarding solicitation material to the Shareholders.]

Other Service Providers

Foreside Fund Services, LLC is the distributor (also known as principal underwriter) of the shares of the Funds and is located at Three Canal Plaza, Suite 100, Portland, ME 04101. U.S. Bancorp Fund Services, LLC (“USBFS”) serves as transfer agent and administrator for the Funds. USBFS’s principal address is 615 East Michigan Street, Milwaukee, Wisconsin 53202. U.S. Bank, N.A., located at 1555 N. River Center Drive, Suite 302, Milwaukee, Wisconsin 53212, serves as custodian for the Funds.

Other Business

The Trust knows of no other business to be brought before the Special Meeting. However, if any other matters properly come before the Special Meeting, it is the intention of the Board that proxies, will be voted on such matters in accordance with the judgment of the persons designated therein as proxies consistent with their fiduciary duties as set forth in Statement on Adjournment of Investment Company Shareholder Meetings and Withdrawal of Proposed Rule 20a-4 and Amendment to Rule 20a-1, Investment Company Act Release No. 7659 (Feb. 6, 1973).

Communications to the Board

Communications to the Board may be directed to the Secretary of the Trust, John W. Southard, at 200 W. Front Street, Wheaton, Illinois 60187.

Submission of a Shareholder Proposal

Under the SEC’s proxy rules, Shareholder proposals that meet certain requirements may be included in the Funds’ proxy material for a particular annual or special Shareholder meeting. However, because the Trust does not hold annual Shareholder meetings, the anticipated date for the next Shareholder meeting, if any, cannot be provided.

You may submit a Shareholder proposal to the Trust Secretary at 200 W. Front Street, Wheaton, Illinois 60187. Any such Shareholder proposal must be in good order and comply with all applicable legal requirements and the requirements set forth in the Trust’s By-laws. A Shareholder proposal to be considered for inclusion in the proxy statement at any future Shareholders’ meeting must be submitted a reasonable time before the proxy statement for that meeting is mailed. Submission of a proposal within that timeframe does not guarantee that the proposal will be included in the Trust’s proxy statement.

If a Shareholder wishes to present a proposal at a future Shareholder meeting that is not to be included in the Trust’s proxy statement, the Shareholder must submit the proposal a reasonable time before the proxy statement is mailed; if not, the persons named as proxies may vote the proxies in their discretion with regard to the proposal.

Shareholder Reports

The Trust has previously sent each Fund’s most recent [Annual Report dated October 31, 2025 to Shareholders.] The Trust will furnish, without charge, a copy of a Fund’s annual report and most recent semi-annual report succeeding the annual report, if any, to a Shareholder upon request. Such requests should be directed to the Trust by calling toll free at 1-800-5212 or by writing to Innovator Capital Management, LLC, 200 W. Front Street, Wheaton, Illinois 60187. Copies are also available at www. innovatoretfs.com. Copies of the annual and semi-annual reports of the Funds are also available on the EDGAR Database on the SEC’s Internet site at www.sec.gov.

Voting Information

Voting Rights

Only Shareholders owning shares of any of the Funds at the close of business on December 19, 2025 may vote. Shareholders of record on the Record Date are entitled to be present and to vote at the Special Meeting. Each share or fractional share is entitled to one vote or fraction thereof. With respect to Proposal 1, Shareholders of each Proposal 1 Fund will vote separately to approve the New Agreement for such Fund. With respect to Proposal 2, all Proposal 2 Funds will vote together. If you are a Shareholder of more than one Fund, you will be voting on the Proposals separately with respect to each Fund in which you hold shares.

Each proxy that is properly executed and returned in time to be voted at the Special Meeting will be voted at the Special Meeting in accordance with the instructions on the proxy. Any proxy may be revoked at any time prior to its use by written notification received by the Trust’s Secretary, by the execution and delivery of a later-dated proxy, or by attending the Special Meeting and voting in person. Shareholders whose shares are held in “street name” through their broker will need to obtain a legal proxy from their broker and present it at the Special Meeting in order to vote in person. Any letter of revocation or later-dated proxy must be received by the Funds prior to the Special Meeting and must indicate your name and account number to be effective. Proxies voted by telephone or Internet may be revoked at any time before they are voted at the Special Meeting in the same manner that proxies voted by mail may be revoked.

The Trust anticipates that the listing exchange upon which the Funds list their shares will take the position that broker-dealers that are members thereof and that have not received instructions from a customer prior to the date specified in the broker-dealer firms’ request for voting instructions may not vote such customer’s shares on Proposal 1. A signed proxy card or other authorization by a beneficial owner of Fund shares that does not specify how the beneficial owner’s shares are to be voted on the Proposals may be deemed to be an instruction to vote FOR Proposal 1 and FOR each of the Nominees set forth in Proposal 2. Under an exchange’s rules, member broker-dealer firms may, without instructions, give a proxy to vote on routine matters, including the election of the Nominees in Proposal 2, if no instructions have been received prior to the date specified in the broker-dealer firm’s request for voting instructions.

Abstentions and broker non-votes will be counted as present for purposes of determining whether a quorum is present but will not be treated as votes cast. “Broker non-votes” can occur where, as here: (i) shares are held by brokers or nominees, typically in “street name”; (ii) instructions have not been received from the beneficial owners or persons entitled to vote the shares; (iii) the broker or nominee does not have discretionary voting power on a particular proposal, and (iv) there is at least one other proposal for which, under the rules of the Fund’s listing exchanges, the broker or nominee does have discretionary voting power. Abstentions and broker non-votes, if any, are expected to have the same effect as a vote “against” Proposal 1. Abstentions and broker non-votes will have no effect on Proposal 2, which requires a plurality vote.

Quorum; Adjournment

For the Trust and each Fund, forty percent (40%) of the outstanding shares entitled to vote, which are present in person or represented by proxy at a Shareholders’ meeting, constitutes a quorum for the transaction of business by Shareholders. A Shareholders’ meeting, whether or not a quorum is present, may be adjourned from time to time for any reason by the vote of a majority of the shares represented at the meeting, either in person or by proxy, or by the chairperson of the Board, the president of the Trust, in the absence of the chairperson of the Board, or any vice president or other authorized officer of the Trust, in the absence of the president. Notwithstanding the above, broker non-votes will be excluded from the denominator of the calculation of the number of votes required to approve any proposal to adjourn a meeting. Any adjournment may be made with respect to any business which might have been transacted at such Shareholders’ meeting and any adjournment will not delay or otherwise affect the effectiveness and validity of any business transacted at the Shareholders’ meeting prior to adjournment. Written notice need not be given of the adjourned meeting when a Shareholders’ meeting is adjourned to another time or place if such time and place are announced at the meeting, unless (i) after the adjournment, a new record date is fixed for the adjourned meeting, or (ii) the adjournment is for more than sixty (60) days. In these circumstances, the Board shall give written notice to each Shareholder of record entitled to vote at the adjourned meeting. At any adjourned meeting, any business may be transacted that might have been transacted at the original meeting.

To assure the presence of a quorum at the meeting, please promptly execute and return the enclosed proxy. A self-addressed, postage-paid envelope is enclosed for your convenience. Alternatively, you may vote by telephone or through the internet at the number or website address printed on the enclosed proxy card(s).

Appendix A

Form of New Agreement

Investment Management Agreement

Investment Management Agreement amended and made this [__] day of [___], [___], by and between Innovator ETFs^® Trust, a Delaware statutory trust (the “Trust”), and Innovator Capital Management, LLC, a Delaware limited liability company (the “Adviser”).

Whereas, the Trust is registered under the Investment Company Act of 1940, as amended (“1940 Act”), as an open-end management investment company;

Whereas, the Trust is authorized to issue shares in separate series, with each such series representing interests in a separate portfolio of securities and other assets;

Whereas, the Trust intends to offer shares in series as set forth on Schedule A attached hereto and any other series as to which this Agreement may hereafter be made applicable and set forth on Schedule A, which may be amended from time to time (each such series being herein referred to as a “Fund,” and collectively as the “Funds”); and

Whereas, the Trust desires to retain the Adviser as investment adviser, to furnish certain investment advisory and portfolio management services to the Trust with respect to the Funds, and the Adviser is willing to furnish such services.

W i t n e s s e t h:

In consideration of the mutual covenants hereinafter contained, it is hereby agreed by and between the parties hereto as follows:

1.     The Trust hereby engages the Adviser to act as the investment adviser for, and to manage the investment and reinvestment of the assets of, each Fund in accordance with each Fund’s investment objectives and policies and limitations, and to administer each Fund’s affairs to the extent requested by and subject to the supervision of the Board of Trustees of the Trust for the period and upon the terms herein set forth. The investment of each Fund’s assets shall be subject to the Fund’s policies, restrictions and limitations with respect to securities investments as set forth in the Fund’s then current registration statement under the 1940 Act, Declaration of Trust, By-laws of the Trust and all applicable laws and the regulations of the Securities and Exchange Commission relating to the management of registered open-end management investment companies.

The Adviser accepts such employment and agrees during such period to render such services, to furnish office facilities and equipment and clerical, bookkeeping and administrative services (other than such services, if any, provided by the Funds’ transfer agent, administrator or other service providers) for the Funds, to permit any of its officers or employees to serve without compensation as trustees or officers of the Trust if elected to such positions, and to assume the obligations herein set forth for the compensation herein provided. The Adviser shall at its own expense furnish all executive and other personnel, office space, and office facilities required to render the investment management and administrative services set forth in this Agreement. In the event that the Adviser pays or assumes any expenses of a Fund not required to be paid or assumed by the Adviser under this Agreement, the Adviser shall not be obligated hereby to pay or assume the same or similar expense in the future; provided, that nothing contained herein shall be deemed to relieve the Adviser of any obligation to a Fund under any separate agreement or arrangement between the parties.

2.     The Adviser shall, for all purposes herein provided, be deemed to be an independent contractor and, unless otherwise expressly provided or authorized, shall neither have the authority to act for nor represent the Trust in any way, nor otherwise be deemed an agent of the Trust.

3.     For the services and facilities described in Section 1, each Fund will pay to the Adviser, at the end of each calendar month, and the Adviser agrees to accept as full compensation therefor, an investment management fee equal to the annual rate of each Fund’s average daily net assets as set forth on Schedule A.

For the month and year in which this Agreement becomes effective, or terminates, there shall be an appropriate proration on the basis of the number of days that the Agreement shall have been in effect during the month and year, respectively. The services of the Adviser to the Trust under this Agreement are not to be deemed exclusive, and the Adviser shall be free to render similar services or other services to others so long as its services hereunder are not impaired thereby.

4.     During the term of this Agreement, the Adviser shall pay all of the expenses of each Fund of the Trust (including the cost of transfer agency, custody, fund administration, legal, audit and other services and license fees) but excluding the fee payment under this Agreement, interest, taxes, brokerage commissions and any other transaction-related fees and expenses connected with the execution of portfolio transactions, distribution and service fees payable pursuant to a Rule 12b-1 plan, if any, acquired fund fees and expenses, the costs of holding shareholder meetings and litigation and indemnification expenses and other extraordinary expenses not incurred in the ordinary course of the Fund’s business

5.     The Adviser shall arrange for suitably qualified officers or employees of the Adviser to serve, without compensation from the Trust, as trustees, officers or agents of the Trust, if duly elected or appointed to such positions, and subject to their individual consent and to any limitations imposed by law.

6.     The Adviser is authorized to select the brokers or dealers that will execute the purchases and sales of a Fund’s securities on behalf of the Fund, and is directed to use its commercially reasonable efforts to obtain best execution, which includes most favorable net results and execution of the Fund’s orders, taking into account all appropriate factors, including price, dealer spread or commission, size and difficulty of the transaction and research or other services provided. Subject to approval by the Trust’s Board of Trustees and to the extent permitted by and in conformance with applicable law (including Rule 17e-1 of the 1940 Act), the Adviser may select brokers or dealers affiliated with the Adviser. It is understood that the Adviser will not be deemed to have acted unlawfully, or to have breached a fiduciary duty to the Trust, or be in breach of any obligation owing to the Trust under this Agreement, or otherwise, solely by reason of its having caused the Fund to pay a member of a securities exchange, a broker or a dealer a commission for effecting a securities transaction for the Fund in excess of the amount of commission another member of an exchange, broker or dealer would have charged if the Adviser determined in good faith that the commission paid was reasonable in relation to the brokerage or research services provided by such member, broker or dealer, viewed in terms of that particular transaction or the Adviser’s overall responsibilities with respect to its accounts, including the Fund, as to which it exercises investment discretion.

In addition, the Adviser may, to the extent permitted by applicable law, aggregate purchase and sale orders of securities with similar orders being made simultaneously for other accounts managed by the Adviser or its affiliates, if in the Adviser’s reasonable judgment such aggregation shall result in an overall economic benefit to a Fund, taking into consideration the selling or purchase price, brokerage commissions and other expenses. In the event that a purchase or sale of an asset of a Fund occurs as part of any aggregate sale or purchase orders, the objective of the Adviser and any of its affiliates involved in such transaction shall be to allocate the securities so purchased or sold, as well as expenses incurred in the transaction, among the Fund and other accounts in an equitable manner. Nevertheless, each Fund acknowledges that under some circumstances, such allocation may adversely affect the Fund with respect to the price or size of the securities positions obtainable or salable. Whenever a Fund and one or more other investment advisory clients of the Adviser have available funds for investment, investments suitable and appropriate for each will be allocated in a manner believed by the Adviser to be equitable to each, although such allocation may result in a delay in one or more client accounts being fully invested that would not occur if such an allocation were not made. Moreover, it is possible that due to differing investment objectives or for other reasons, the Adviser and its affiliates may purchase securities of an issuer for one client and at approximately the same time recommend selling or sell the same or similar types of securities for another client.

The Adviser will not arrange purchases or sales of securities between a Fund and other accounts advised by the Adviser or its affiliates unless (a) such purchases or sales are in accordance with applicable law (including Rule 17a-7 of the 1940 Act) and the Trust’s policies and procedures, (b) the Adviser determines the purchase or sale is in the best interests of each Fund, and (c) the Trust’s Board of Trustees have approved these types of transactions.

To the extent a Fund seeks to adopt, amend or eliminate any objectives, policies, restrictions or procedures in a manner that modifies or restricts Adviser’s authority regarding the execution of the Fund’s portfolio transactions, the Fund agrees to use reasonable commercial efforts to consult with the Adviser regarding the modifications or restrictions prior to such adoption, amendment or elimination.

The Adviser will communicate to the officers and trustees of the Trust such information relating to transactions for the Funds as they may reasonably request. In no instance will portfolio securities be purchased by or sold to the Adviser or any affiliated person of either the Trust or the Adviser, except as may be permitted under the 1940 Act.

The Adviser further agrees that it:

(a)   will use the same degree of skill and care in providing such services as it uses in providing services to fiduciary accounts for which it has investment responsibilities;

(b)   will conform in all material respects to all applicable rules and regulations of the Securities and Exchange Commission and comply in all material respects with all policies and procedures adopted by the Board of Trustees for the Trust and communicated to the Adviser and, in addition, will conduct its activities under this Agreement in all material respects in accordance with any applicable regulations of any governmental authority pertaining to its investment advisory activities;

(c)   will report regularly to the Board of Trustees of the Trust (generally on a quarterly basis) and will make appropriate persons available for the purpose of reviewing with representatives of the Board of Trustees on a regular basis at reasonable times the management of each Fund, including, without limitation, review of the general investment strategies of each Fund, the performance of each Fund’s investment portfolio in relation to relevant standard industry indices and general conditions affecting the marketplace and will provide various other reports from time to time as reasonably requested by the Board of Trustees of the Trust; and

(d)   will prepare and maintain such books and records with respect to each Fund’s securities and other transactions as required under applicable law and will prepare and furnish the Trust’s Board of Trustees such periodic and special reports as the Board of Trustees may reasonably request. The Adviser further agrees that all records which it maintains for each Fund are the property of the Fund and the Adviser will surrender promptly to the Fund any such records upon the request of the Fund (provided, however, that Adviser shall be permitted to retain copies thereof); and shall be permitted to retain originals (with copies to the Fund) to the extent required under Rule 204-2 of the Investment Advisers Act of 1940 or other applicable law.

7.     Subject to applicable statutes and regulations, it is understood that officers, trustees, or agents of the Trust are, or may be, interested persons (as such term is defined in the 1940 Act and rules and regulations thereunder) of the Adviser as officers, directors, agents, shareholders or otherwise, and that the officers, directors, shareholders and agents of the Adviser may be interested persons of the Trust otherwise than as trustees, officers or agents.

8.     The Adviser shall not be liable for any loss sustained by reason of the purchase, sale or retention of any asset, whether or not such purchase, sale or retention shall have been based upon the investigation and research made by any other individual, firm or corporation, if such recommendation shall have been selected with due care and in good faith, except loss resulting from willful misfeasance, bad faith, or gross negligence on the part of the Adviser in the performance of its obligations and duties, or by reason of its reckless disregard of its obligations and duties under this Agreement.

9.     Subject to obtaining the initial and periodic approvals required under Section 15 of the 1940 Act (after taking into effect any exemptive order, no-action assurances or other relief upon which the respective Fund may rely), the Adviser may retain one or more sub-advisers at the Adviser’s own cost and expense for the purpose of furnishing one or more of the services described in Section 1 hereof with respect to a Fund. In addition, the Adviser may adjust from time to time the duties delegated to any sub-adviser, the portion of portfolio assets of the Trust that the sub-adviser shall manage and the fees to be paid to the sub-adviser pursuant to any sub-advisory agreement or other arrangement entered into in accordance with this Agreement, subject to the approvals set forth in Section 15 of the 1940 Act if required including after taking into account any exemptive order, no-action assurances or other relief upon which the respective Fund may rely. Retention of a sub-adviser shall in no way reduce the responsibilities or obligations of the Adviser under this Agreement and the Adviser shall be responsible to a Fund for all acts or omissions of any sub-adviser in connection with the performance of the Adviser’s duties hereunder.

10.   The Trust acknowledges that the Adviser intends in the future to act as an investment adviser to other managed accounts and as investment adviser or sub-investment adviser to one or more other investment companies that are not a series of the Trust. In addition, the Trust acknowledges that the persons employed by the Adviser to assist in the Adviser’s duties under this Agreement will not devote their full time to such efforts. It is also agreed that the Adviser may use any supplemental research obtained for the benefit of the Trust in providing investment advice to its other investment advisory accounts and for managing its own accounts.

11.   This Agreement, with respect to each Fund, was initially approved, and is effective, provided it was approved by a vote of a majority of the outstanding voting securities held by shareholders of the respective Fund in accordance with the requirements of the 1940 Act. This Agreement shall continue in effect until the termination date set forth in the attached Schedule A, unless and until terminated by either party as hereinafter provided, and shall continue in force from year to year thereafter, but only as long as such continuance is specifically approved, at least annually, in the manner required by the 1940 Act.

This Agreement shall automatically terminate in the event of its assignment, and may be terminated at any time without the payment of any penalty by a Fund or by the Adviser upon sixty (60) days’ written notice to the other party. Each Fund may effect termination by action of the Board of Trustees or by vote of a majority of the outstanding voting securities of the Fund, accompanied by appropriate notice. This Agreement may be terminated, at any time, without the payment of any penalty, by the Board of Trustees of the Trust, or by vote of a majority of the outstanding voting securities of a Fund, in the event that it shall have been established by a court of competent jurisdiction that the Adviser, or any officer or director of the Adviser, has taken any action which results in a breach of the material covenants of the Adviser set forth herein. Termination of this Agreement shall not affect the right of the Adviser to receive payments on any unpaid balance of the compensation, described in Section 3, earned prior to such termination and for any additional period during which the Adviser serves as such for the Fund, subject to applicable law. The terms “assignment” and “vote of the majority of outstanding voting securities” shall have the same meanings set forth in the 1940 Act and the rules and regulations thereunder.

12.   This Agreement may be amended or modified only by a written instrument executed by both parties.

13.   If any provision of this Agreement shall be held or made invalid by a court decision, statute, rule, or otherwise, the remainder shall not be thereby affected.

14.   Any notice under this Agreement shall be in writing, addressed and delivered or mailed, postage prepaid, to the other party at such address as such other party may designate for receipt of such notice.

15.   All parties hereto are expressly put on notice of the Trust’s Agreement and Declaration of Trust and all amendments thereto, a copy of which is on file with the Secretary of the State of Delaware and the limitation of shareholder and trustee liability contained therein. This Agreement is executed on behalf of the Trust by the Trust’s officers as officers and not individually and the obligations imposed upon the Trust by this Agreement are not binding upon any of the Trust’s Trustees, officers or shareholders individually but are binding only upon the assets and property of the Trust, and persons dealing with the Trust must look solely to the assets of the Trust and those assets belonging to the subject Trust, for the enforcement of any claims.

16.   This Agreement shall be construed in accordance with applicable federal law and (except as to Section 15 hereof which shall be construed in accordance with the laws of Delaware) the laws of the State of Illinois.

In Witness Whereof, the Trust and the Adviser have caused this Agreement to be executed on the day and year above written.

Schedule A

(Listed as of [___])

Funds

Appendix B

Amount of Investment Management Fees

Paid to Innovator Capital Management, LLC by Each Fund

Appendix C

Initial Effective Date of Current Agreement
and Discussion of the Basis of the Board’s Most Recent Approval