UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form N-CSR
CERTIFIED SHAREHOLDER REPORT OF REGISTERED
MANAGEMENT INVESTMENT COMPANIES
Investment Company Act File Number: 811-01241
Eaton Vance Growth Trust
(Exact Name of Registrant as Specified in Charter)
One Post Office Square, Boston, Massachusetts 02109
(Address of Principal Executive Offices)
Deidre E. Walsh
One Post Office Square, Boston, Massachusetts 02109
(Name and Address of Agent for Services)
(617) 482-8260
(Registrant’s Telephone Number)
February 28
Date of Fiscal Year End
February 28, 2026
Date of Reporting Period
Item 1. Reports to Stockholders
(a)
(b) Not applicable.
Item 2. Code of Ethics
The registrant (sometimes referred to as the “Fund”) has adopted a code of ethics applicable to its Principal Executive Officer, Principal Financial Officer and Principal Accounting Officer. The registrant undertakes to provide a copy of such code of ethics to any person upon request, without charge, by calling 1-800-262-1122. The registrant has amended the code of ethics as described in Form N-CSR during the period covered by the report. The new Fund policy is substantially similar to the superseded Fund policy but now has an expanded scope that applies to 1940 Act Fund families. The registrant has not granted any waiver, including an implicit waiver, from a provision of the code of ethics as described in Form N-CSR during the period covered by this report.
Item 3. Audit Committee Financial Expert
The registrant’s Board of Trustees has determined that George J. Gorman, an “independent” Trustee, is an “audit committee financial expert” serving on its audit committee. Under applicable securities laws, a person who is determined to be an audit committee financial expert will not be deemed an “expert” for any purpose, including without limitation for the purposes of Section 11 of the Securities Act of 1933, as a result of being designated or identified as an audit committee financial expert. The designation or identification of a person as an audit committee financial expert does not impose on such person any duties, obligations, or the liabilities that are greater than the duties, obligations, and liabilities imposed on such person as a member of the audit committee and Board of Trustees in the absence of such designation or identification.
Item 4. Principal Accountant Fees and Services
Eaton Vance Focused Growth Opportunities Fund and Eaton Vance Focused Value Opportunities Fund (the “Fund(s)”) are series of Eaton Vance Growth Trust (the “Trust”), a Massachusetts business trust, which, including the Funds, contains a total of 10 series (the “Series”). The Trust is registered under the Investment Company Act of 1940 as an open-5end management investment company. This Form N-CSR relates to the Funds’ annual reports.
(a)-(d)
The following tables present the aggregate fees billed to each Fund for each Fund’s fiscal years ended February 28, 2025 and February 28, 2026 by the registrant’s principal accountant, Deloitte & Touche LLP (“D&T”), for professional services rendered for the audit of the Funds’ annual financial statements and fees billed for other services rendered by D&T during those periods.
Eaton Vance Focused Growth Opportunities Fund
| Fiscal Years Ended |
2/28/25 | 2/28/26 | ||||||
| Audit Fees |
$ | 35,100 | $ | 34,600 | ||||
| Audit-Related Fees(1) |
$ | 0 | $ | 0 | ||||
| Tax Fees(2) |
$ | 0 | $ | 0 | ||||
| All Other Fees(3) |
$ | 0 | $ | 0 | ||||
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| Total |
$ | 35,100 | $ | 34,600 | ||||
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Eaton Vance Focused Value Opportunities Fund
| Fiscal Years Ended |
2/28/25 | 2/28/26 | ||||||
| Audit Fees |
$ | 31,500 | $ | 34,600 | ||||
| Audit-Related Fees(1) |
$ | 0 | $ | 0 | ||||
| Tax Fees(2) |
$ | 0 | $ | 0 | ||||
| All Other Fees(3) |
$ | 0 | $ | 0 | ||||
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| Total |
$ | 31,500 | $ | 34,600 | ||||
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| (1) | Audit-related fees consist of the aggregate fees billed for assurance and related services that are reasonably related to the performance of the audit of the registrant’s financial statements and are not reported under the category of audit fees. |
| (2) | Tax fees consist of the aggregate fees billed for professional services rendered by the principal accountant relating to tax compliance, tax advice, and tax planning and specifically include fees for tax return preparation and other related tax compliance/planning matters. |
| (3) | All other fees consist of the aggregate fees billed for products and services provided by the principal accountant other than audit, audit-related, and tax services. |
The various Series comprising the Trust have varying fiscal year ends (February 28/29, August 31, September 30 or November 30). The following table presents the aggregate audit, audit-related, tax, and other fees billed to all of the Series in the Trust by D&T for the last two fiscal years of each Series.
| Fiscal Years Ended |
8/31/24 | 9/30/24 | 11/30/24 | 2/28/25 | 8/31/25 | 9/30/25 | 11/30/25 | 2/28/26 | ||||||||||||||||||||||||
| Audit Fees |
$ | 172,300 | $ | 119,800 | $ | 33,900 | $ | 70,200 | $ | 172,300 | $ | 119,800 | $ | 28,900 | $ | 69,200 | ||||||||||||||||
| Audit-Related Fees(1) |
$ | 0 | $ | 0 | $ | 0 | $ | 0 | $ | 0 | $ | 0 | $ | 0 | $ | 0 | ||||||||||||||||
| Tax Fees(2) |
$ | 0 | $ | 0 | $ | 0 | $ | 0 | $ | 0 | $ | 0 | $ | 0 | $ | 0 | ||||||||||||||||
| All Other Fees(3) |
$ | 0 | $ | 0 | $ | 0 | $ | 0 | $ | 0 | $ | 0 | $ | 0 | $ | 0 | ||||||||||||||||
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| Total |
$ | 172,300 | $ | 119,800 | $ | 33,900 | $ | 70,200 | $ | 172,300 | $ | 119,800 | $ | 28,900 | $ | 69,200 | ||||||||||||||||
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| (1) | Audit-related fees consist of the aggregate fees billed for assurance and related services that are reasonably related to the performance of the audit of the registrant’s financial statements and are not reported under the category of audit fees. |
| (2) | Tax fees consist of the aggregate fees billed for professional services rendered by the principal accountant relating to tax compliance, tax advice, and tax planning and specifically include fees for tax return preparation and other related tax compliance/planning matters. |
| (3) | All other fees consist of the aggregate fees billed for products and services provided by the principal accountant other than audit, audit-related, and tax services. |
(e)(1) The registrant’s audit committee has adopted policies and procedures relating to the pre-approval of services provided by the registrant’s principal accountant (the “Pre-Approval Policies”). The Pre-Approval Policies establish a framework intended to assist the audit committee in the proper discharge of its pre-approval responsibilities. As a general matter, the Pre-Approval Policies (i) specify certain types of audit, audit-related, tax, and other services determined to be pre-approved by the audit committee; and (ii) delineate specific procedures governing the mechanics of the pre-approval process, including the approval and monitoring of audit and non-audit service fees. Unless a service is specifically pre-approved under the Pre-Approval Policies, it must be separately pre-approved by the audit committee.
The Pre-Approval Policies and the types of audit and non-audit services pre-approved therein must be reviewed and ratified by the registrant’s audit committee at least annually. The registrant’s audit committee maintains full responsibility for the appointment, compensation, and oversight of the work of the registrant’s principal accountant.
(e)(2) No services described in paragraphs (b)-(d) above were approved by the registrant’s audit committee pursuant to the “de minimis exception” set forth in Rule 2-01(c)(7)(i)(C) of Regulation S-X.
(f) Not applicable.
(g) The following table presents (i) the aggregate non-audit fees (i.e., fees for audit-related, tax, and other services) billed for services rendered to all of the Series in the Trust by D&T for the last two fiscal years of each Series; and (ii) the aggregate non-audit fees (i.e., fees for audit-related, tax, and other services) billed for services rendered to the Eaton Vance organization by D&T for the last 2 fiscal years of each Series.
| Fiscal Years Ended |
8/31/24 | 9/30/24 | 11/30/24 | 2/28/25 | 8/31/25 | 9/30/25 | 11/30/25 | 2/28/26 | ||||||||||||||||||||||||
| Registrant(1) |
$ | 0 | $ | 0 | $ | 0 | $ | 0 | $ | 0 | $ | 0 | $ | 0 | $ | 0 | ||||||||||||||||
| Eaton Vance(2) |
$ | 18,490 | $ | 18,490 | $ | 18,490 | $ | 18,490 | $ | 18,490 | $ | 18,490 | $ | 18,490 | $ | 18,490 | ||||||||||||||||
| (1) | Includes all of the Series of the Trust. During the fiscal years reported above, certain of the Funds were “feeder” funds in a “master-feeder” fund structure or funds of funds. |
| (2) | Various subsidiaries of Morgan Stanley act in either an investment advisory and/or service provider capacity with respect to the Series and/or their respective “master” funds (if applicable). |
(h) The registrant’s audit committee has considered whether the provision by the registrant’s principal accountant of non-audit services to the registrant’s investment adviser and any entity controlling, controlled by, or under common control with the adviser that provides ongoing services to the registrant that were not pre-approved pursuant to Rule 2-01(c)(7)(ii) of Regulation S-X is compatible with maintaining the principal accountant’s independence.
(i) Not applicable.
(j) Not applicable.
Item 5. Audit Committee of Listed Registrants
Not applicable.
Item 6. Schedule of Investments
(a) Please see schedule of investments contained in the Financial Statements and Financial Highlights included under Item 7 of this Form N-CSR.
(b) Not applicable.
Item 7. Financial Statements and Financial Highlights for Open-End Management Investment Companies
| February 28, 2026 | |
| Assets | |
| Unaffiliated investments, at value (identified cost $53,265,900) | $69,915,934 |
| Affiliated investments, at value (identified cost $4,945) | 4,945 |
| Cash | 78 |
| Dividends receivable | 137,575 |
| Dividends receivable from affiliated investments | 1,437 |
| Receivable for investments sold | 768,817 |
| Receivable for Fund shares sold | 210,987 |
| Receivable from affiliates | 33,433 |
| Trustees' deferred compensation plan | 11,648 |
| Total assets | $71,084,854 |
| Liabilities | |
| Payable for line of credit | $430,000 |
| Payable for Fund shares redeemed | 65,087 |
| Payable to affiliates: | |
| Investment adviser and administration fee | 35,309 |
| Distribution and service fees | 8,753 |
| Sub-transfer agency fee | 3,180 |
| Trustees' deferred compensation plan | 11,648 |
| Payable for legal and accounting services | 46,373 |
| Accrued expenses | 57,368 |
| Total liabilities | $657,718 |
| Net Assets | $70,427,136 |
| Sources of Net Assets | |
| Paid-in capital | $38,535,450 |
| Distributable earnings | 31,891,686 |
| Net Assets | $70,427,136 |
| Class A Shares | |
| Net Assets | $16,629,311 |
| Shares Outstanding | 749,883 |
| Net Asset Value and Redemption Price Per Share (net assets ÷ shares of beneficial interest outstanding) |
$22.18 |
| Maximum Offering Price Per Share (100 ÷ 94.75 of net asset value per share) |
$23.41 |
| Class C Shares | |
| Net Assets | $7,216,385 |
| Shares Outstanding | 338,044 |
| Net Asset Value and Offering Price Per Share* (net assets ÷ shares of beneficial interest outstanding) |
$21.35 |
| Class I Shares | |
| Net Assets | $46,581,440 |
| Shares Outstanding | 2,088,189 |
| Net Asset Value, Offering Price and Redemption Price Per Share (net assets ÷ shares of beneficial interest outstanding) |
$22.31 |
| On sales of $50,000 or more, the offering price of Class A shares is reduced. | |
| * | Redemption price per share is equal to the net asset value less any applicable contingent deferred sales charge. |
| Year Ended | |
| February 28, 2026 | |
| Investment Income | |
| Dividend income | $3,997,256 |
| Dividend income from affiliated investments | 143,915 |
| Total investment income | $4,141,171 |
| Expenses | |
| Investment adviser and administration fee | $1,355,137 |
| Distribution and service fees: | |
| Class A | 39,250 |
| Class C | 68,319 |
| Trustees’ fees and expenses | 13,877 |
| Custodian fee | 66,238 |
| Transfer and dividend disbursing agent fees | 84,919 |
| Legal and accounting services | 74,017 |
| Printing and postage | 10,979 |
| Registration fees | 38,760 |
| ReFlow liquidity program fees | 40,912 |
| Miscellaneous | 26,865 |
| Total expenses | $1,819,273 |
| Deduct: | |
| Waiver and/or reimbursement of expenses by affiliates | $171,798 |
| Total expense reductions | $171,798 |
| Net expenses | $1,647,475 |
| Net investment income | $2,493,696 |
| Realized and Unrealized Gain (Loss) | |
| Net realized gain (loss): | |
| Investment transactions | $44,765,875(1) |
| Net realized gain | $44,765,875 |
| Change in unrealized appreciation (depreciation): | |
| Investments | $(22,352,312) |
| Net change in unrealized appreciation (depreciation) | $(22,352,312) |
| Net realized and unrealized gain | $22,413,563 |
| Net increase in net assets from operations | $24,907,259 |
| (1) | Includes $11,073,100 of net realized gains from redemptions in-kind. |
| Year Ended February 28, | ||
| 2026 | 2025 | |
| Increase (Decrease) in Net Assets | ||
| From operations: | ||
| Net investment income | $2,493,696 | $3,245,506 |
| Net realized gain | 44,765,875(1) | 35,068,182(2) |
| Net change in unrealized appreciation (depreciation) | (22,352,312) | (3,137,693) |
| Net increase in net assets from operations | $24,907,259 | $35,175,995 |
| Distributions to shareholders: | ||
| Class A | $(800,145) | $(999,628) |
| Class C | (326,193) | (402,911) |
| Class I | (9,339,618) | (13,556,213) |
| Total distributions to shareholders | $(10,465,956) | $(14,958,752) |
| Transactions in shares of beneficial interest: | ||
| Class A | $(1,276,761) | $(509,946) |
| Class C | (300,581) | 257,073 |
| Class I | (181,454,222) | (50,282,875) |
| Net decrease in net assets from Fund share transactions | $(183,031,564) | $(50,535,748) |
| Net decrease in net assets | $(168,590,261) | $(30,318,505) |
| Net Assets | ||
| At beginning of year | $239,017,397 | $269,335,902 |
| At end of year | $70,427,136 | $239,017,397 |
| (1) | Includes $11,073,100 of net realized gains from redemptions in-kind. |
| (2) | Includes $11,321,634 of net realized gains from redemptions in-kind. |
| Class A | |||||
| Year Ended February 28, | Year Ended February 29, 2024 |
Year Ended February 28, | |||
| 2026 | 2025 | 2023 | 2022 | ||
| Net asset value — Beginning of year | $20.28 | $19.06 | $18.08 | $19.40 | $18.07 |
| Income (Loss) From Operations | |||||
| Net investment income(1) | $0.20 | $0.21 | $0.20 | $0.19 | $0.19 |
| Net realized and unrealized gain (loss) | 2.81 | 2.34 | 1.28 | (0.82) | 3.01 |
| Total income (loss) from operations | $3.01 | $2.55 | $1.48 | $(0.63) | $3.20 |
| Less Distributions | |||||
| From net investment income | $(0.21) | $(0.23) | $(0.17) | $(0.13) | $(0.20) |
| From net realized gain | (0.90) | (1.10) | (0.33) | (0.56) | (1.67) |
| Total distributions | $(1.11) | $(1.33) | $(0.50) | $(0.69) | $(1.87) |
| Net asset value — End of year | $22.18 | $20.28 | $19.06 | $18.08 | $19.40 |
| Total Return(2) | 15.32% | 13.27% | 8.38% | (3.30)% | 18.11% |
| Ratios/Supplemental Data | |||||
| Net assets, end of year (000’s omitted) | $16,629 | $16,478 | $15,921 | $18,635 | $22,658 |
| Ratios (as a percentage of average daily net assets):(3) | |||||
| Total expenses | 1.07% | 1.06% | 1.04% | 1.06% | 1.07% |
| Net expenses | 0.99%(4) | 0.99%(4) | 0.99%(4) | 1.01%(4) | 1.05% |
| Net investment income | 0.99% | 1.03% | 1.13% | 1.01% | 0.92% |
| Portfolio Turnover | 118% | 88% | 97% | 113% | 87% |
| (1) | Computed using average shares outstanding. |
| (2) | Returns are historical and are calculated by determining the percentage change in net asset value with all distributions reinvested and do not reflect the effect of sales charges. |
| (3) | Total expenses do not reflect amounts reimbursed and/or waived by the adviser and administrator and certain of its affiliates, if applicable. Net expenses are net of all reductions and represent the net expenses paid by the Fund. |
| (4) | Includes a reduction by the investment adviser and administrator of a portion of its adviser and administration fee due to the Fund’s investment in the Liquidity Fund (equal to less than 0.005% of average daily net assets for the years ended February 28, 2026, 2025, February 29, 2024 and February 28, 2023). |
| Class C | |||||
| Year Ended February 28, | Year Ended February 29, 2024 |
Year Ended February 28, | |||
| 2026 | 2025 | 2023 | 2022 | ||
| Net asset value — Beginning of year | $19.57 | $18.44 | $17.51 | $18.87 | $17.65 |
| Income (Loss) From Operations | |||||
| Net investment income(1) | $0.05 | $0.06 | $0.07 | $0.04 | $0.03 |
| Net realized and unrealized gain (loss) | 2.69 | 2.26 | 1.22 | (0.79) | 2.94 |
| Total income (loss) from operations | $2.74 | $2.32 | $1.29 | $(0.75) | $2.97 |
| Less Distributions | |||||
| From net investment income | $(0.06) | $(0.09) | $(0.03) | $(0.05) | $(0.08) |
| From net realized gain | (0.90) | (1.10) | (0.33) | (0.56) | (1.67) |
| Total distributions | $(0.96) | $(1.19) | $(0.36) | $(0.61) | $(1.75) |
| Net asset value — End of year | $21.35 | $19.57 | $18.44 | $17.51 | $18.87 |
| Total Return(2) | 14.45% | 12.48% | 7.53% | (4.02)% | 17.21% |
| Ratios/Supplemental Data | |||||
| Net assets, end of year (000’s omitted) | $7,216 | $6,894 | $6,264 | $6,830 | $5,575 |
| Ratios (as a percentage of average daily net assets):(3) | |||||
| Total expenses | 1.82% | 1.81% | 1.79% | 1.81% | 1.82% |
| Net expenses | 1.74%(4) | 1.74%(4) | 1.74%(4) | 1.76%(4) | 1.80% |
| Net investment income | 0.24% | 0.29% | 0.38% | 0.20% | 0.18% |
| Portfolio Turnover | 118% | 88% | 97% | 113% | 87% |
| (1) | Computed using average shares outstanding. |
| (2) | Returns are historical and are calculated by determining the percentage change in net asset value with all distributions reinvested and do not reflect the effect of sales charges. |
| (3) | Total expenses do not reflect amounts reimbursed and/or waived by the adviser and administrator and certain of its affiliates, if applicable. Net expenses are net of all reductions and represent the net expenses paid by the Fund. |
| (4) | Includes a reduction by the investment adviser and administrator of a portion of its adviser and administration fee due to the Fund’s investment in the Liquidity Fund (equal to less than 0.005% of average daily net assets for the years ended February 28, 2026, 2025, February 29, 2024 and February 28, 2023). |
| Class I | |||||
| Year Ended February 28, | Year Ended February 29, 2024 |
Year Ended February 28, | |||
| 2026 | 2025 | 2023 | 2022 | ||
| Net asset value — Beginning of year | $20.40 | $19.16 | $18.18 | $19.51 | $18.15 |
| Income (Loss) From Operations | |||||
| Net investment income(1) | $0.25 | $0.26 | $0.25 | $0.23 | $0.24 |
| Net realized and unrealized gain (loss) | 2.82 | 2.37 | 1.28 | (0.82) | 3.03 |
| Total income (loss) from operations | $3.07 | $2.63 | $1.53 | $(0.59) | $3.27 |
| Less Distributions | |||||
| From net investment income | $(0.26) | $(0.29) | $(0.22) | $(0.18) | $(0.24) |
| From net realized gain | (0.90) | (1.10) | (0.33) | (0.56) | (1.67) |
| Total distributions | $(1.16) | $(1.39) | $(0.55) | $(0.74) | $(1.91) |
| Net asset value — End of year | $22.31 | $20.40 | $19.16 | $18.18 | $19.51 |
| Total Return(2) | 15.57% | 13.60% | 8.67% | (3.12)% | 18.45% |
| Ratios/Supplemental Data | |||||
| Net assets, end of year (000’s omitted) | $46,581 | $215,645 | $247,151 | $259,612 | $247,117 |
| Ratios (as a percentage of average daily net assets):(3) | |||||
| Total expenses | 0.82% | 0.81% | 0.79% | 0.81% | 0.82% |
| Net expenses | 0.74%(4) | 0.74%(4) | 0.74%(4) | 0.76%(4) | 0.80% |
| Net investment income | 1.25% | 1.26% | 1.39% | 1.22% | 1.18% |
| Portfolio Turnover | 118% | 88% | 97% | 113% | 87% |
| (1) | Computed using average shares outstanding. |
| (2) | Returns are historical and are calculated by determining the percentage change in net asset value with all distributions reinvested. |
| (3) | Total expenses do not reflect amounts reimbursed and/or waived by the adviser and administrator and certain of its affiliates, if applicable. Net expenses are net of all reductions and represent the net expenses paid by the Fund. |
| (4) | Includes a reduction by the investment adviser and administrator of a portion of its adviser and administration fee due to the Fund’s investment in the Liquidity Fund (equal to less than 0.005% of average daily net assets for the years ended February 28, 2026, 2025, February 29, 2024 and February 28, 2023). |
| Year Ended February 28, | ||
| 2026 | 2025 | |
| Ordinary income | $2,321,966 | $3,619,411 |
| Long-term capital gains | $8,143,990 | $11,339,341 |
| Undistributed ordinary income | $ 3,108,799 |
| Undistributed long-term capital gains | 12,571,191 |
| Net unrealized appreciation | 16,211,696 |
| Distributable earnings | $31,891,686 |
| Aggregate cost | $53,709,183 |
| Gross unrealized appreciation | $17,499,776 |
| Gross unrealized depreciation | (1,288,080) |
| Net unrealized appreciation | $16,211,696 |
| Average Daily Net Assets | Annual Fee Rate |
| Up to $500 million | 0.650% |
| $500 million but less than $1 billion | 0.625% |
| $1 billion but less than $2.5 billion | 0.600% |
| $2.5 billion but less than $5 billion | 0.580% |
| $5 billion and over | 0.565% |
| Year Ended February 28, 2026 |
Year Ended February 28, 2025 | ||||
| Shares | Amount | Shares | Amount | ||
| Class A | |||||
| Sales | 44,000 | $ 883,527 | 105,265 | $ 2,145,915 | |
| Issued to shareholders electing to receive payments of distributions in Fund shares | 39,237 | 799,263 | 48,406 | 999,087 | |
| Redemptions | (145,841) | (2,959,551) | (176,625) | (3,654,948) | |
| Net decrease | (62,604) | $ (1,276,761) | (22,954) | $ (509,946) | |
| Class C | |||||
| Sales | 13,365 | $ 248,718 | 59,127 | $ 1,185,563 | |
| Issued to shareholders electing to receive payments of distributions in Fund shares | 16,609 | 326,193 | 20,196 | 402,911 | |
| Redemptions | (44,224) | (875,492) | (66,627) | (1,331,401) | |
| Net increase (decrease) | (14,250) | $ (300,581) | 12,696 | $ 257,073 | |
| Year Ended February 28, 2026 |
Year Ended February 28, 2025 | ||||
| Shares | Amount | Shares | Amount | ||
| Class I | |||||
| Sales | 3,988,380 | $ 81,032,233 | 4,691,718 | $ 96,965,945 | |
| Issued to shareholders electing to receive payments of distributions in Fund shares | 455,673 | 9,332,187 | 653,413 | 13,551,792 | |
| Redemptions | (12,928,771) | (271,818,642) | (7,671,515) | (160,800,612) | |
| Net decrease | (8,484,718) | $(181,454,222) | (2,326,384) | $(50,282,875) | |
| Name | Value, beginning of period |
Purchases | Sales proceeds |
Net realized gain (loss) |
Change in unrealized appreciation (depreciation) |
Value, end of period |
Dividend income |
Shares, end of period |
| Short-Term Investments | ||||||||
| Liquidity Fund | $6,801,555 | $95,242,954 | $(102,039,564) | $ — | $ — | $4,945 | $143,915 | 4,945 |
| • | Level 1 – quoted prices in active markets for identical investments |
| • | Level 2 – other significant observable inputs (including quoted prices for similar investments, interest rates, prepayment speeds, credit risk, etc.) |
| • | Level 3 – significant unobservable inputs (including a fund's own assumptions in determining the fair value of investments) |
| Asset Description | Level 1 | Level 2 | Level 3 | Total |
| Common Stocks | $69,915,934* | $ — | $ — | $69,915,934 |
| Short-Term Investments | 4,945 | — | — | 4,945 |
| Total Investments | $ 69,920,879 | $ — | $ — | $69,920,879 |
| * | The level classification by major category of investments is the same as the category presentation in the Portfolio of Investments. |
| Security | Shares | Value | |
| Software (continued) | |||
| Fortinet, Inc.(1) | 21,768 | $ 1,720,325 | |
| Intuit, Inc. | 2,803 | 1,146,511 | |
| Microsoft Corp. | 27,741 | 10,895,000 | |
| Synopsys, Inc.(1) | 4,306 | 1,782,684 | |
| $ 17,356,957 | |||
| Specialty Retail — 3.8% | |||
| Burlington Stores, Inc.(1) | 5,574 | $ 1,710,493 | |
| TJX Cos., Inc. | 15,234 | 2,462,729 | |
| $ 4,173,222 | |||
| Technology Hardware, Storage & Peripherals — 9.8% | |||
| Apple, Inc. | 40,275 | $ 10,639,850 | |
| $ 10,639,850 | |||
| Total Common Stocks (identified cost $48,044,948) |
$108,069,671 | ||
| Short-Term Investments — 1.0% |
| Security | Shares | Value | |
| Morgan Stanley Institutional Liquidity Funds - Government Portfolio, Institutional Class, 3.59%(3) | 1,056,507 | $ 1,056,507 | |
| Total Short-Term Investments (identified cost $1,056,507) |
$ 1,056,507 | ||
| Total Investments — 100.2% (identified cost $49,101,455) |
$109,126,178 | ||
| Other Assets, Less Liabilities — (0.2)% | $ (186,568) | ||
| Net Assets — 100.0% | $108,939,610 | ||
| The percentage shown for each investment category in the Portfolio of Investments is based on net assets. | |
| (1) | Non-income producing security. |
| (2) | All or a portion of this security was on loan at February 28, 2026. The aggregate market value of securities on loan at February 28, 2026 was $1,463,150. |
| (3) | May be deemed to be an affiliated investment company (see Note 10). The rate shown is the annualized seven-day yield as of February 28, 2026. |
| February 28, 2026 | |
| Assets | |
| Unaffiliated investments, at value (identified cost $48,044,948) — including $1,463,150 of securities on loan | $108,069,671 |
| Affiliated investments, at value (identified cost $1,056,507) | 1,056,507 |
| Dividends receivable | 49,558 |
| Dividends receivable from affiliated investments | 4,302 |
| Receivable for Fund shares sold | 157,556 |
| Securities lending income receivable | 117 |
| Receivable from affiliates | 20,265 |
| Trustees' deferred compensation plan | 17,288 |
| Total assets | $109,375,264 |
| Liabilities | |
| Payable for Fund shares redeemed | $255,655 |
| Payable to affiliates: | |
| Investment adviser and administration fee | 55,986 |
| Distribution and service fees | 11,684 |
| Sub-transfer agency fee | 6,538 |
| Trustees' deferred compensation plan | 17,288 |
| Payable for legal and accounting services | 44,608 |
| Accrued expenses | 43,895 |
| Total liabilities | $435,654 |
| Net Assets | $108,939,610 |
| Sources of Net Assets | |
| Paid-in capital | $46,469,363 |
| Distributable earnings | 62,470,247 |
| Net Assets | $108,939,610 |
| Class A Shares | |
| Net Assets | $35,650,390 |
| Shares Outstanding | 1,521,120 |
| Net Asset Value and Redemption Price Per Share (net assets ÷ shares of beneficial interest outstanding) |
$23.44 |
| Maximum Offering Price Per Share (100 ÷ 94.75 of net asset value per share) |
$24.74 |
| Class C Shares | |
| Net Assets | $5,978,678 |
| Shares Outstanding | 327,463 |
| Net Asset Value and Offering Price Per Share* (net assets ÷ shares of beneficial interest outstanding) |
$18.26 |
| Class I Shares | |
| Net Assets | $67,310,542 |
| Shares Outstanding | 2,695,075 |
| Net Asset Value, Offering Price and Redemption Price Per Share (net assets ÷ shares of beneficial interest outstanding) |
$24.98 |
| On sales of $50,000 or more, the offering price of Class A shares is reduced. | |
| * | Redemption price per share is equal to the net asset value less any applicable contingent deferred sales charge. |
| Year Ended | |
| February 28, 2026 | |
| Investment Income | |
| Dividend income (net of foreign taxes withheld of $2,084) | $553,736 |
| Dividend income from affiliated investments | 59,003 |
| Securities lending income, net | 5,030 |
| Total investment income | $617,769 |
| Expenses | |
| Investment adviser and administration fee | $760,330 |
| Distribution and service fees: | |
| Class A | 91,686 |
| Class C | 73,826 |
| Trustees’ fees and expenses | 7,663 |
| Custodian fee | 40,907 |
| Transfer and dividend disbursing agent fees | 71,296 |
| Legal and accounting services | 61,079 |
| Printing and postage | 9,856 |
| Registration fees | 40,664 |
| ReFlow liquidity program fees | 25,717 |
| Miscellaneous | 18,306 |
| Total expenses | $1,201,330 |
| Deduct: | |
| Waiver and/or reimbursement of expenses by affiliates | $104,334 |
| Total expense reductions | $104,334 |
| Net expenses | $1,096,996 |
| Net investment loss | $(479,227) |
| Realized and Unrealized Gain (Loss) | |
| Net realized gain (loss): | |
| Investment transactions | $19,654,694(1) |
| Foreign currency transactions | 1 |
| Net realized gain | $19,654,695 |
| Change in unrealized appreciation (depreciation): | |
| Investments | $(7,858,752) |
| Net change in unrealized appreciation (depreciation) | $(7,858,752) |
| Net realized and unrealized gain | $11,795,943 |
| Net increase in net assets from operations | $11,316,716 |
| (1) | Includes $11,167,894 of net realized gains from redemptions in-kind. |
| Year Ended February 28, | ||
| 2026 | 2025 | |
| Increase (Decrease) in Net Assets | ||
| From operations: | ||
| Net investment loss | $(479,227) | $(654,569) |
| Net realized gain | 19,654,695(1) | 62,646,978(2) |
| Net change in unrealized appreciation (depreciation) | (7,858,752) | (27,388,739) |
| Net increase in net assets from operations | $11,316,716 | $34,603,670 |
| Distributions to shareholders: | ||
| Class A | $(8,415,823) | $(2,008,951) |
| Class C | (1,802,641) | (571,501) |
| Class I | (15,242,899) | (4,315,952) |
| Total distributions to shareholders | $(25,461,363) | $(6,896,404) |
| Transactions in shares of beneficial interest: | ||
| Class A | $4,705,392 | $(51,673) |
| Class C | (1,644,607) | (544,336) |
| Class I | (702,382) | (96,467,149) |
| Net increase (decrease) in net assets from Fund share transactions | $2,358,403 | $(97,063,158) |
| Net decrease in net assets | $(11,786,244) | $(69,355,892) |
| Net Assets | ||
| At beginning of year | $120,725,854 | $190,081,746 |
| At end of year | $108,939,610 | $120,725,854 |
| (1) | Includes $11,167,894 of net realized gains from redemptions in-kind. |
| (2) | Includes $13,151,305 of net realized gains from redemptions in-kind. |
| Class A | |||||
| Year Ended February 28, | Year Ended February 29, 2024 |
Year Ended February 28, | |||
| 2026 | 2025 | 2023 | 2022 | ||
| Net asset value — Beginning of year | $26.90 | $23.89 | $16.26 | $26.40 | $31.15 |
| Income (Loss) From Operations | |||||
| Net investment loss(1) | $(0.14) | $(0.14) | $(0.08) | $(0.04) | $(0.09) |
| Net realized and unrealized gain (loss) | 3.26 | 4.68 | 8.32 | (4.85) | 0.36 |
| Total income (loss) from operations | $3.12 | $4.54 | $8.24 | $(4.89) | $0.27 |
| Less Distributions | |||||
| From net realized gain | $(6.58) | $(1.53) | $(0.61) | $(5.25) | $(5.02) |
| Total distributions | $(6.58) | $(1.53) | $(0.61) | $(5.25) | $(5.02) |
| Net asset value — End of year | $23.44 | $26.90 | $23.89 | $16.26 | $26.40 |
| Total Return(2) | 10.42% | 18.85% | 51.23% | (18.71)% | (0.97)% |
| Ratios/Supplemental Data | |||||
| Net assets, end of year (000’s omitted) | $35,650 | $35,745 | $31,801 | $25,228 | $43,385 |
| Ratios (as a percentage of average daily net assets):(3) | |||||
| Total expenses | 1.14% | 1.08% | 1.09% | 1.09% | 1.01% |
| Net expenses | 1.05%(4) | 1.05%(4) | 1.07%(4) | 1.09%(4) | 1.01% |
| Net investment loss | (0.52)% | (0.52)% | (0.39)% | (0.21)% | (0.28)% |
| Portfolio Turnover | 25% | 23% | 26% | 30% | 39% |
| (1) | Computed using average shares outstanding. |
| (2) | Returns are historical and are calculated by determining the percentage change in net asset value with all distributions reinvested and do not reflect the effect of sales charges. |
| (3) | Total expenses do not reflect amounts reimbursed and/or waived by the adviser and administrator and certain of its affiliates, if applicable. Net expenses are net of all reductions and represent the net expenses paid by the Fund. |
| (4) | Includes a reduction by the investment adviser and administrator of a portion of its adviser and administration fee due to the Fund’s investment in the Liquidity Fund (equal to less than 0.005% of average daily net assets for the years ended February 28, 2026, 2025, February 29, 2024 and February 28, 2023). |
| Class C | |||||
| Year Ended February 28, | Year Ended February 29, 2024 |
Year Ended February 28, | |||
| 2026 | 2025 | 2023 | 2022 | ||
| Net asset value — Beginning of year | $22.37 | $20.22 | $13.94 | $23.72 | $28.48 |
| Income (Loss) From Operations | |||||
| Net investment loss(1) | $(0.28) | $(0.28) | $(0.19) | $(0.18) | $(0.30) |
| Net realized and unrealized gain (loss) | 2.75 | 3.96 | 7.08 | (4.35) | 0.38 |
| Total income (loss) from operations | $2.47 | $3.68 | $6.89 | $(4.53) | $0.08 |
| Less Distributions | |||||
| From net realized gain | $(6.58) | $(1.53) | $(0.61) | $(5.25) | $(4.84) |
| Total distributions | $(6.58) | $(1.53) | $(0.61) | $(5.25) | $(4.84) |
| Net asset value — End of year | $18.26 | $22.37 | $20.22 | $13.94 | $23.72 |
| Total Return(2) | 9.59% | 17.94% | 50.14% | (19.34)% | (1.68)% |
| Ratios/Supplemental Data | |||||
| Net assets, end of year (000’s omitted) | $5,979 | $8,694 | $8,410 | $8,250 | $15,700 |
| Ratios (as a percentage of average daily net assets):(3) | |||||
| Total expenses | 1.89% | 1.83% | 1.84% | 1.84% | 1.76% |
| Net expenses | 1.80%(4) | 1.80%(4) | 1.82%(4) | 1.84%(4) | 1.76% |
| Net investment loss | (1.27)% | (1.27)% | (1.14)% | (0.96)% | (1.03)% |
| Portfolio Turnover | 25% | 23% | 26% | 30% | 39% |
| (1) | Computed using average shares outstanding. |
| (2) | Returns are historical and are calculated by determining the percentage change in net asset value with all distributions reinvested and do not reflect the effect of sales charges. |
| (3) | Total expenses do not reflect amounts reimbursed and/or waived by the adviser and administrator and certain of its affiliates, if applicable. Net expenses are net of all reductions and represent the net expenses paid by the Fund. |
| (4) | Includes a reduction by the investment adviser and administrator of a portion of its adviser and administration fee due to the Fund’s investment in the Liquidity Fund (equal to less than 0.005% of average daily net assets for the years ended February 28, 2026, 2025, February 29, 2024 and February 28, 2023). |
| Class I | |||||
| Year Ended February 28, | Year Ended February 29, 2024 |
Year Ended February 28, | |||
| 2026 | 2025 | 2023 | 2022 | ||
| Net asset value — Beginning of year | $28.23 | $24.94 | $16.91 | $27.15 | $31.88 |
| Income (Loss) From Operations | |||||
| Net investment income (loss)(1) | $(0.08) | $(0.07) | $(0.03) | $0.01 | $(0.01) |
| Net realized and unrealized gain (loss) | 3.41 | 4.89 | 8.67 | (5.00) | 0.37 |
| Total income (loss) from operations | $3.33 | $4.82 | $8.64 | $(4.99) | $0.36 |
| Less Distributions | |||||
| From net investment income | $— | $— | $— | $— | $(0.06) |
| From net realized gain | (6.58) | (1.53) | (0.61) | (5.25) | (5.03) |
| Total distributions | $(6.58) | $(1.53) | $(0.61) | $(5.25) | $(5.09) |
| Net asset value — End of year | $24.98 | $28.23 | $24.94 | $16.91 | $27.15 |
| Total Return(2) | 10.69% | 19.18% | 51.63% | (18.56)% | (0.68)% |
| Ratios/Supplemental Data | |||||
| Net assets, end of year (000’s omitted) | $67,311 | $76,288 | $149,871 | $86,774 | $144,352 |
| Ratios (as a percentage of average daily net assets):(3) | |||||
| Total expenses | 0.89% | 0.83% | 0.84% | 0.84% | 0.76% |
| Net expenses | 0.80%(4) | 0.80%(4) | 0.82%(4) | 0.84%(4) | 0.76% |
| Net investment income (loss) | (0.27)% | (0.26)% | (0.14)% | 0.04% | (0.03)% |
| Portfolio Turnover | 25% | 23% | 26% | 30% | 39% |
| (1) | Computed using average shares outstanding. |
| (2) | Returns are historical and are calculated by determining the percentage change in net asset value with all distributions reinvested. |
| (3) | Total expenses do not reflect amounts reimbursed and/or waived by the adviser and administrator and certain of its affiliates, if applicable. Net expenses are net of all reductions and represent the net expenses paid by the Fund. |
| (4) | Includes a reduction by the investment adviser and administrator of a portion of its adviser and administration fee due to the Fund’s investment in the Liquidity Fund (equal to less than 0.005% of average daily net assets for the years ended February 28, 2026, 2025, February 29, 2024 and February 28, 2023). |
| Year Ended February 28, | ||
| 2026 | 2025 | |
| Long-term capital gains | $25,461,363 | $6,896,404 |
| Undistributed long-term capital gains | $ 2,484,491 |
| Net unrealized appreciation | 59,985,756 |
| Distributable earnings | $62,470,247 |
| Aggregate cost | $49,140,422 |
| Gross unrealized appreciation | $61,151,499 |
| Gross unrealized depreciation | (1,165,743) |
| Net unrealized appreciation | $59,985,756 |
| Average Daily Net Assets | Annual Fee Rate |
| Up to $500 million | 0.650% |
| $500 million but less than $1 billion | 0.625% |
| $1 billion but less than $2.5 billion | 0.600% |
| $2.5 billion but less than $5 billion | 0.580% |
| $5 billion and over | 0.565% |
| Year Ended February 28, 2026 |
Year Ended February 28, 2025 | ||||
| Shares | Amount | Shares | Amount | ||
| Class A | |||||
| Sales | 211,568 | $ 5,733,744 | 139,191 | $ 3,681,263 | |
| Issued to shareholders electing to receive payments of distributions in Fund shares | 329,032 | 8,097,490 | 70,244 | 1,936,627 | |
| Redemptions | (348,058) | (9,125,842) | (212,053) | (5,669,563) | |
| Net increase (decrease) | 192,542 | $ 4,705,392 | (2,618) | $ (51,673) | |
| Class C | |||||
| Sales | 24,934 | $ 553,285 | 65,548 | $ 1,475,499 | |
| Issued to shareholders electing to receive payments of distributions in Fund shares | 93,862 | 1,802,156 | 24,857 | 570,960 | |
| Redemptions | (179,927) | (4,000,048) | (117,632) | (2,590,795) | |
| Net decrease | (61,131) | $(1,644,607) | (27,227) | $ (544,336) | |
| Year Ended February 28, 2026 |
Year Ended February 28, 2025 | ||||
| Shares | Amount | Shares | Amount | ||
| Class I | |||||
| Sales | 1,015,574 | $28,179,403 | 1,338,664 | $ 37,611,534 | |
| Issued to shareholders electing to receive payments of distributions in Fund shares | 576,239 | 15,103,218 | 144,150 | 4,168,824 | |
| Redemptions | (1,598,989) | (43,985,003) | (4,789,210) | (138,247,507) | |
| Net decrease | (7,176) | $ (702,382) | (3,306,396) | $(96,467,149) | |
| Name | Value, beginning of period |
Purchases | Sales proceeds |
Net realized gain (loss) |
Change in unrealized appreciation (depreciation) |
Value, end of period |
Dividend income |
Shares, end of period |
| Short-Term Investments | ||||||||
| Liquidity Fund | $792,629 | $14,864,089 | $(14,600,211) | $ — | $ — | $1,056,507 | $59,003 | 1,056,507 |
| • | Level 1 – quoted prices in active markets for identical investments |
| • | Level 2 – other significant observable inputs (including quoted prices for similar investments, interest rates, prepayment speeds, credit risk, etc.) |
| • | Level 3 – significant unobservable inputs (including a fund's own assumptions in determining the fair value of investments) |
| Asset Description | Level 1 | Level 2 | Level 3 | Total |
| Common Stocks | $108,069,671* | $ — | $ — | $108,069,671 |
| Short-Term Investments | 1,056,507 | — | — | 1,056,507 |
| Total Investments | $109,126,178 | $— | $— | $109,126,178 |
| * | The level classification by major category of investments is the same as the category presentation in the Portfolio of Investments. |
Item 8. Changes in and Disagreements with Accountants for Open-End Management Investment Companies
Not applicable.
Item 9. Proxy Disclosures for Open-End Management Investment Companies
Not applicable.
Item 10. Remuneration Paid to Directors, Officers, and Others of Open-End Management Investment Companies
The information is disclosed as part of the Financial Statements included in Item 7 of this Form N-CSR.
Item 11. Statement Regarding Basis for Approval of Investment Advisory Contract
Not applicable.
Item 12. Disclosure of Proxy Voting Policies and Procedures for Closed-End Management Investment Companies
Not applicable.
Item 13. Portfolio Managers of Closed-End Management Investment Companies
Not applicable.
Item 14. Purchases of Equity Securities by Closed-End Management Investment Company and Affiliated Purchasers
Not applicable.
Item 15. Submission of Matters to a Vote of Security Holders
There have been no material changes to the procedures by which shareholders may recommend nominee to the Fund’s Board of Trustees since the Fund last provided disclosure in response to this item.
Item 16. Controls and Procedures
| (a) | It is the conclusion of the registrant’s principal executive officer and principal financial officer that the effectiveness of the registrant’s current disclosure controls and procedures (such disclosure controls and procedures having been evaluated within 90 days of the date of this filing) provide reasonable assurance that the information required to be disclosed by the registrant has been recorded, processed, summarized and reported within the time period specified in the Commission’s rules and forms and that the information required to be disclosed by the registrant has been accumulated and communicated to the registrant’s principal executive officer and principal financial officer in order to allow timely decisions regarding required disclosure. |
| (b) | There have been no changes in the registrant’s internal control over financial reporting during the period covered by this report that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting. |
Item 17. Disclosure of Securities Lending Activities for Closed-End Management Investment Companies
Not applicable.
Item 18. Recovery of Erroneously Awarded Compensation
Not applicable.
Item 19. Exhibits
| (a)(1) | Registrant’s Code of Ethics – Not applicable (please see Item 2). | |
| (a)(2)(i) | Principal Financial Officer’s Section 302 certification. | |
| (a)(2)(ii) | Principal Executive Officer’s Section 302 certification. | |
| (b) | Combined Section 906 certification. |
Signatures
Pursuant to the requirements of the Securities Exchange Act of 1934 and the Investment Company Act of 1940, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
| Eaton Vance Growth Trust | ||
| By: | /s/ Kenneth A. Topping | |
| Kenneth A. Topping | ||
| Principal Executive Officer | ||
| Date: | April 21, 2026 | |
Pursuant to the requirements of the Securities Exchange Act of 1934 and the Investment Company Act of 1940, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.
| By: | /s/ James F. Kirchner | |
| James F. Kirchner | ||
| Principal Financial Officer | ||
| Date: | April 21, 2026 | |
| By: | /s/ Kenneth A. Topping | |
| Kenneth A. Topping | ||
| Principal Executive Officer | ||
| Date: | April 21, 2026 | |