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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM

10-Q

(X) QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d)

OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended March 31, 2026

OR ( ) TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d)

OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from

Commission File Number

000-50718

CERES TACTICAL SYSTEMATIC L.P.

(Exact name of registrant as specified in its charter)


New York		13-4224248
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification No.)

c/o Ceres Managed Futures LLC

1585 Broadway

New York, New York 10036

(Address of principal executive offices) (Zip Code)

(855)

672-4468

(Registrant’s telephone number, including area code)

Securities registered pursuant to Section 12(b) of the Act: None.


Title of each class	Trading symbol(s)	Name of each exchange on which registered
N/A	N/A	N/A

Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.

Yes

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation

S-T

(§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).

Yes

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a

non-accelerated

filer, a smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule

12b-2

of the Exchange Act.

Large accelerated filer

Accelerated filer

Non-accelerated

filer

Smaller reporting company

Emerging growth company

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act

Indicate by check mark whether the registrant is a shell company (as defined in Rule

12b-2

of the Exchange Act).

Yes

As of April 30, 2026, 43,630.5778 Limited Partnership Class A Redeemable Units were outstanding, 2,310.8510 Limited Partnership Class D Redeemable Units were outstanding, and 75.1730 Limited Partnership Class Z Redeemable Units were outstanding.

PART I. FINANCIAL INFORMATION

Item 1.

Financial Statements

Ceres Tactical Systematic L.P.

Statements of Financial Condition


	March 31, 2026 (Unaudited)		December 31, 2025
Assets:
Equity in related party trading account:
Unrestricted cash	$	39,766,101	$	36,300,947
Restricted cash		5,066,841		6,405,350
Foreign cash (cost $209,657 and $763,891 at March 31, 2026 and December 31, 2025, respectively)		206,647		767,583
Net unrealized appreciation on open futures contracts		-		668,526
Net unrealized appreciation on open forward contracts		-		172,829

Total equity in related party trading account		45,039,589		44,315,235

Interest receivable		123,398		118,761

Total assets	$	45,162,987	$	44,433,996

Liabilities and Partners’ Capital:
Liabilities:
Net unrealized depreciation on open futures contracts	$	251,004	$	-
Net unrealized depreciation on open forward contracts		17,988		-
Accrued expenses:
Ongoing selling agent fees		27,686		27,379
Management fees		22,230		22,013
Incentive fees		94,102		13,425
General Partner fees		32,568		32,266
Professional fees		201,677		155,807
Redemptions payable to General Partner		-		70,003
Redemptions payable to Limited Partners		328,809		828,311

Total liabilities		976,064		1,149,204

Partners’ Capital:
General Partner, Class Z, 402.8250 Redeemable Units outstanding at March 31, 2026 and December 31, 2025		498,512		467,840
Limited Partners, Class A, 44,031.1438 and 46,022.0328 Redeemable Units outstanding at March 31, 2026 and December 31, 2025, respectively		40,908,454		40,203,268
Limited Partners, Class D, 2,310.8510 Redeemable Units outstanding at March 31, 2026 and December 31, 2025		2,686,927		2,526,378
Limited Partners, Class Z, 75.1730 Redeemable Units outstanding at March 31, 2026 and December 31, 2025		93,030		87,306

Total partners’ capital (net asset value)		44,186,923		43,284,792

Total liabilities and partners’ capital	$	45,162,987	$	44,433,996

Net asset value per Redeemable Unit:
Class A	$	929.08	$	873.57

Class D	$	1,162.74	$	1,093.27

Class Z	$	1,237.54	$	1,161.40

See accompanying notes to financial statements.

Ceres Tactical Systematic L.P.

Condensed Schedule of Investments

March 31, 2026

(Unaudited)


	Notional ($)/
	Number of					% of Partners’
	Contracts		Fair Value			Capital
Futures Contracts Purchased
Currencies		240	$	(246,339	)		(0.56	)	%
Energy		77		355,408			0.80
Grains		318		273,640			0.62
Indices		165		99,668			0.23
Interest Rates Non-U.S.		51		(191,715	)		(0.43	)
Livestock		10		34,743			0.08
Metals		52		(102,859	)		(0.23	)
Softs		28		20,277			0.04

Total futures contracts purchased				242,823			0.55


Futures Contracts Sold
Currencies		319		284,296			0.64
Energy		40		(89,834	)		(0.20	)
Grains		214		(472,133	)		(1.08	)
Indices		122		(102,964	)		(0.23	)
Interest Rates U.S.		65		(9,992	)		(0.02	)
Interest Rates Non-U.S.		461		133,242			0.30
Livestock		56		42,930			0.10
Metals		15		(45,486	)		(0.10	)
Softs		99		(233,886	)		(0.53	)

Total futures contracts sold				(493,827	)		(1.12	)

Net unrealized depreciation on open futures contracts			$	(251,004	)		(0.57	)	%


Unrealized Appreciation on Open Forward Contracts
Currencies	$	72,211,356	$	1,068,649			2.42		%
Metals		156		731,251			1.65

Total unrealized appreciation on open forward contracts				1,799,900			4.07


Unrealized Depreciation on Open Forward Contracts
Currencies	$	77,939,960		(1,022,219	)		(2.31	)
Metals		125		(795,669	)		(1.80	)

Total unrealized depreciation on open forward contracts				(1,817,888	)		(4.11	)

Net unrealized depreciation on open forward contracts			$	(17,988	)		(0.04	)	%

See accompanying notes to financial statements.

Ceres Tactical Systematic L.P.

Condensed Schedule of Investments

December 31, 2025


	Notional ($)/
	Number of					% of Partners’
	Contracts		Fair Value			Capital
Futures Contracts Purchased
Currencies		181	$	100,935			0.23		%
Energy		165		(342,827	)		(0.79	)
Grains		259		(119,594	)		(0.28	)
Indices		214		(348,649	)		(0.81	)
Interest Rates U.S.		10		(7,200	)		(0.02	)
Interest Rates Non-U.S.		426		(85,293	)		(0.20	)
Livestock		22		43,707			0.10
Metals		135		600,557			1.39
Softs		32		(51,663	)		(0.12	)

Total futures contracts purchased				(210,027	)		(0.50	)


Futures Contracts Sold
Currencies		165		(79,668	)		(0.18	)
Energy		150		212,467			0.49
Grains		452		379,259			0.88
Indices		130		249,600			0.58
Interest Rates U.S.		214		185,047			0.43
Interest Rates Non-U.S.		302		7,799			0.02
Livestock		31		(72,300	)		(0.17	)
Metals		4		(35,670	)		(0.08	)
Softs		104		32,019			0.07

Total futures contracts sold				878,553			2.04

Net unrealized appreciation on open futures contracts			$	668,526			1.54		%


Unrealized Appreciation on Open Forward Contracts
Currencies	$	39,609,148	$	343,757			0.79		%
Metals		158		599,861			1.39

Total unrealized appreciation on open forward contracts				943,618			2.18


Unrealized Depreciation on Open Forward Contracts
Currencies	$	37,983,527		(315,141	)		(0.73	)
Metals		158		(455,648	)		(1.05	)

Total unrealized depreciation on open forward contracts				(770,789	)		(1.78	)

Net unrealized appreciation on open forward contracts			$	172,829			0.40		%

See accompanying notes to financial statements.

Ceres Tactical Systematic L.P.

Statements of Income and Expenses

(Unaudited)


	Three Months Ended
	March 31,

	2026			2025
Investment Income:
Interest income	$	346,168		$	422,035

Expenses:
Clearing fees related to direct investments		47,792			40,152
Ongoing selling agent fees		83,314			87,176
General Partner fees		98,019			102,633
Management fees		68,004			73,769
Incentive fees		94,102			-
Professional fees		72,007			73,375

Total expenses		463,238			377,105

Net investment income (loss)		(117,070	)		44,930

Trading Results:
Net gains (losses) on trading of commodity interests:
Net realized gains (losses) on closed contracts		3,955,122			(483,566	)
Net change in unrealized gains (losses) on open contracts		(1,117,049	)		(547,090	)

Total trading results		2,838,073			(1,030,656	)

Net income (loss)	$	2,721,003		$	(985,726	)

Net income (loss) per Redeemable Unit*:
Class A	$	55.51		$	(17.59	)

Class D	$	69.47		$	(22.02	)

Class Z	$	76.14		$	(21.17	)

Weighted average Redeemable Units outstanding:
Class A		45,133.3381			52,464.0078

Class D		2,310.8510			2,701.7680

Class Z		477.9980			558.4860

*	Represents the change in net asset value per Redeemable Unit during the period.

See accompanying notes to financial statements.

Ceres Tactical Systematic L.P.

Statements of Changes in Partners’ Capital

For the Three Months Ended March 31, 2026 and 2025

(Unaudited)

	$			$			$			$			$			$		$			$
	Class A						Class D						Class Z					Total
	Amount			Redeemable Units			Amount			Redeemable Units			Amount			Redeemable Units		Amount			Redeemable Units
Partners’ Capital, December 31, 2024	$	44,464,107			53,003.6748		$	2,967,265			2,826.3240		$	618,198			558.4860	$	48,049,570			56,388.4848
Redemptions - Limited Partners		(1,294,618	)		(1,559.6220	)		(198,948	)		(186.8340	)		-			-		(1,493,566	)		(1,746.4560	)
Net income (loss)		(918,599	)		-			(55,307	)		-			(11,820	)		-		(985,726	)		-

Partners’ Capital, March 31, 2025	$	42,250,890			51,444.0528		$	2,713,010			2,639.4900		$	606,378			558.4860	$	45,570,278			54,642.0288


	Class A						Class D						Class Z					Total
	Amount			Redeemable Units			Amount			Redeemable Units			Amount			Redeemable Units		Amount			Redeemable Units
Partners’ Capital, December 31, 2025	$	40,203,268			46,022.0328		$	2,526,378			2,310.8510		$	555,146			477.9980	$	43,284,792			48,810.8818
Redemptions - Limited Partners		(1,818,872	)		(1,990.8890	)		-			-			-			-		(1,818,872	)		(1,990.8890	)
Net income (loss)		2,524,058			-			160,549			-			36,396			-		2,721,003			-

Partners’ Capital, March 31, 2026	$	40,908,454			44,031.1438		$	2,686,927			2,310.8510		$	591,542			477.9980	$	44,186,923			46,819.9928

See accompanying notes to financial statements.

Ceres Tactical Systematic L.P.

Notes to Financial Statements

(Unaudited)

1.	Organization:

Ceres Tactical Systematic L.P. (the “Partnership”) is a limited partnership organized under the partnership laws of the State of New York on December 3, 2002 to engage, directly or indirectly, in the speculative trading of a diversified portfolio of commodity interests including futures, option, swap and forward contracts. The sectors traded include currencies, energy, grains, indices, U.S. and

non-U.S.

interest rates, livestock, metals and softs. The commodity interests that are traded by the Partnership are volatile and involve a high degree of market risk. The General Partner (as defined below) may also determine to invest up to all of the Partnership’s assets in United States (“U.S.”) Treasury bills and/or money market mutual funds, including money market mutual funds managed by Morgan Stanley or its affiliates.

Between March 27, 2003 (commencement of the public offering period) and April 30, 2003, 36,616 redeemable units of limited partnership interest in the Partnership (“Redeemable Units”) were sold at $1,000 per Redeemable Unit. The proceeds of the initial public offering were held in an escrow account until April 30, 2003, at which time they were turned over to the Partnership for trading. The Partnership was authorized to publicly offer 300,000 Redeemable Units during the initial public offering period. As of December 4, 2003, the Partnership was authorized to publicly offer an additional 700,000 Redeemable Units. As of October 7, 2004, the Partnership was authorized to publicly offer an additional 1,000,000 Redeemable Units. As of June 30, 2005, the Partnership was authorized to publicly offer Redeemable Units previously registered. The public offering of Redeemable Units terminated on November 30, 2008. The Partnership currently privately and continuously offers Redeemable Units to qualified investors. There is no maximum number of Redeemable Units that may be sold by the Partnership.

Ceres Managed Futures LLC, a Delaware limited liability company, acts as the general partner (the “General Partner”) and commodity pool operator of the Partnership. The General Partner is a wholly-owned subsidiary of Morgan Stanley Capital Management LLC (“MSCM”). MSCM is ultimately owned by Morgan Stanley. Morgan Stanley is a publicly held company whose shares are listed on the New York Stock Exchange. Morgan Stanley is engaged in various financial services and other businesses.

During the reporting periods ended March 31, 2026 and 2025, the Partnership’s commodity broker was Morgan Stanley & Co. LLC (“MS&Co.”), a registered futures commission merchant.

As of January 1, 2018, the Partnership began offering three classes of limited partnership interests, Class A Redeemable Units, Class D Redeemable Units and Class Z Redeemable Units. All Redeemable Units issued prior to January 1, 2018 were deemed Class A Redeemable Units. The rights, liabilities, risks, and fees associated with investment in Class A Redeemable Units were not changed. Class A Redeemable Units are available to taxable U.S. individuals and institutions, U.S. tax exempt individuals and institutions, and

non-U.S.

investors. Class D Redeemable Units and Class Z Redeemable Units were first issued on January 1, 2018. Class A Redeemable Units, Class D Redeemable Units and Class Z Redeemable Units will each be referred to as a “Class” and collectively referred to as the “Classes.” The Class of Redeemable Units that a limited partner receives upon a subscription will generally depend upon the amount invested in the Partnership or the status of the limited partner, although the General Partner may determine to offer any Class of Redeemable Units to investors at its discretion. Class D Redeemable Units are available to taxable U.S. individuals and institutions, U.S. tax exempt individuals and institutions, and

non-U.S.

investors. Class Z Redeemable Units are offered to certain employees of Morgan Stanley and its subsidiaries (and their family members). In the future, Class Z Redeemable Units may also be offered to certain limited partners who receive advisory services from Morgan Stanley Smith Barney LLC, doing business as Morgan Stanley Wealth Management (“Morgan Stanley Wealth Management”). Class A Redeemable Units, Class D Redeemable Units and Class Z Redeemable Units are identical, except that they are subject to different monthly ongoing selling agent fees. Class A Redeemable Units are subject to a monthly ongoing selling agent fee equal to 1/12 of 0.75% (a 0.75% annual rate) of the net assets of Class A Redeemable Units as of the end of each month. Class D Redeemable Units are subject to a monthly ongoing selling agent fee equal to 1/12 of 0.75% (a 0.75% annual rate) of the net assets of Class D Redeemable Units as of the end of each month. Class Z Redeemable Units are not subject to a monthly ongoing selling agent fee.

Ceres Tactical Systematic L.P.

Notes to Financial Statements

(Unaudited)

As of March 31, 2026, all trading decisions were made for the Partnership by DCM Systematic Advisors SA (“DCM”), Drury Capital, Inc. (“Drury”), Episteme Capital Partners (UK) LLP, Episteme Capital Partners (US) LLC and Episteme Capital Partners (Cayman) LTD (collectively, “Episteme”), and Millburn Ridgefield Corporation (“Millburn”) (each an “Advisor” and, collectively, the “Advisors”), each of which is a registered commodity trading advisor, or has otherwise represented that it is exempt from registration as a commodity trading advisor. The Advisors are not affiliated with one another, are not affiliated with the General Partner or MS&Co., and are not responsible for the operation of the Partnership.

Effective January 1, 2020, Millburn trades the Partnership’s assets allocated to it through a managed account in the name of the Partnership pursuant to Millburn’s Multi-Markets Program. The General Partner and Millburn have agreed that Millburn will trade the Partnership’s assets allocated to Millburn at a level that is up to 1 times the amount of assets allocated. The amount of leverage may be increased or decreased in the future, but it may not exceed 2 times the amount of assets allocated. Effective November 1, 2020, Episteme trades the Partnership’s assets allocated to them through a managed account in the name of the Partnership pursuant to Episteme’s Systematic Quest Program. The General Partner and Episteme have agreed that Episteme will trade the Partnership’s assets allocated to Episteme at a level that is up to 1.5 times the amount of assets allocated. The amount of leverage may be increased or decreased in the future, but it may not exceed 2 times the amount of assets allocated. Effective January 1, 2021, DCM trades a portion of the Partnership’s assets allocated to it through a managed account in the name of the Partnership pursuant to DCM’s Diversified Alpha Program. The General Partner and DCM have agreed that DCM will trade the Partnership’s assets allocated to DCM at a level that is 1.75 times the amount of assets allocated. The amount of leverage may be increased or decreased in the future but may not exceed 2 times the amount of assets allocated. Effective February 1, 2023, Drury trades a portion of the Partnership’s assets allocated to it through a managed account in the name of the Partnership pursuant to Drury Diversified Trend-Following Program.

The Partnership entered into futures brokerage account agreements and foreign exchange prime brokerage account agreements with MS&Co. The Partnership pays MS&Co. (or will reimburse MS&Co. if previously paid) its allocable share of all trading fees for the clearing and, where applicable, execution of transactions, as well as exchange, user,

give-up,

floor brokerage and National Futures Association (“NFA”) fees (collectively, the “clearing fees”).

The Partnership has entered into a selling agreement with Morgan Stanley Wealth Management (the “Selling Agreement”). Under the Selling Agreement, the Partnership pays Morgan Stanley Wealth Management a monthly ongoing selling agent fee equal to 0.75% per year of adjusted

month-end

net assets for Class A and Class D Redeemable Units. Morgan Stanley Wealth Management pays a portion of its ongoing selling agent fees to properly registered or exempted financial advisors who have sold Class A and Class D Redeemable Units.

The ongoing selling agent fees for the three months ended March 31, 2026 and 2025 for Class A were $78,296 and $81,894, respectively. The ongoing selling agent fees for the three months ended March 31, 2026 and 2025 for Class D were $5,018 and $5,282, respectively. Class Z Redeemable Units are not subject to an ongoing selling agent fee.

The Partnership has entered into an alternative investment placement agent agreement (the “Harbor Selling Agreement”), by and among the Partnership, the General Partner, Morgan Stanley Distribution Inc. (“MSDI”) and Harbor Investment Advisory, LLC, a Maryland limited liability company (“Harbor”), which supersedes and replaces the alternative investment selling agent agreement, dated January 19, 2018, between the Partnership, the General Partner and Harbor. Pursuant to the Harbor Selling Agreement, MSDI and Harbor have been appointed as a

non-exclusive

selling agent and

sub-selling

agent, respectively, of the Partnership for the purpose of finding eligible investors for Redeemable Units through offerings that are exempt from registration under the Securities Act of 1933, as amended (the “Securities Act”), pursuant to Section 4(a)(2) thereof and Rule 506 of Regulation D promulgated thereunder and for Harbor to serve as an investment advisor to its customers investing in one or more of the partnerships party to the Harbor Selling Agreement; provided, that, included within such appointment, Harbor will provide certain services to certain holders of Redeemable Units of the Partnership who had acquired such Redeemable Units prior to such holders becoming clients of Harbor. The Harbor Selling Agreement continues in effect until September 30, 2026 unless terminated in certain circumstances as set forth in the Harbor Selling Agreement, including by any party on thirty days’ prior written notice, after which the General Partner or the Partnership may, in its sole discretion, renew the Harbor Selling Agreement for additional

one-year

periods. Pursuant to the Harbor Selling Agreement, the Partnership pays Harbor an ongoing selling agent fee equal to 1/12 of 0.75% (a 0.75% annual rate) of the adjusted

month-end

net asset value per Redeemable Unit for certain holders of Class A and Class D Redeemable Units in the Partnership.

Ceres Tactical Systematic L.P.

Notes to Financial Statements

(Unaudited)

The General Partner has delegated certain administrative functions to SS&C Technologies, Inc., a Delaware corporation, currently doing business as SS&C GlobeOp (the “Administrator”). Pursuant to a master services agreement, the Administrator furnishes certain administrative, accounting, regulatory reporting, tax and other services as agreed from time to time. In addition, the Administrator maintains certain books and records of the Partnership. The cost of retaining the Administrator is allocated among the pools operated by the General Partner, including the Partnership.

2.	Basis of Presentation and Summary of Significant Accounting Policies:

The accompanying financial statements and accompanying notes are unaudited but, in the opinion of the General Partner, include all adjustments, consisting only of normal recurring adjustments, necessary for a fair presentation of the Partnership’s financial condition at March 31, 2026 and the results of its operations and changes in partners’ capital for the three months ended March 31, 2026 and 2025. These financial statements present the results of interim periods and do not include all disclosures normally provided in annual financial statements. These financial statements should be read together with the financial statements and notes included in the Partnership’s Annual Report on Form

10-K

(the “Form

10-K”)

filed with the Securities and Exchange Commission (the “SEC”) for the year ended December 31, 2025. The December 31, 2025 information has been derived from the audited financial statements as of and for the year ended December 31, 2025.

Due to the nature of commodity trading, the results of operations for the interim periods presented should not be considered indicative of the results that may be expected for the entire year.

Use of Estimates

. The preparation of financial statements and accompanying notes in conformity with accounting principles generally accepted in the United States of America (“GAAP”) requires the General Partner to make estimates and assumptions that affect the reported amounts of assets and liabilities, income and expenses, and related disclosures of contingent assets and liabilities in the financial statements and accompanying notes. As a result, actual results could differ from these estimates, and those differences could be material.

Profit Allocation.

Except for class specific expenses, the General Partner and each limited partner of the Partnership share in the profits and losses of the Partnership in proportion to the amount of Partnership interest owned by each, except that no limited partner is liable for obligations of the Partnership in excess of its capital contributions and profits, if any, net of distributions, redemptions and losses, if any.

Statement of Cash Flows.

The Partnership has not provided a Statement of Cash Flows, as permitted by Accounting Standards Codification (“ASC”) 230,

“Statement of Cash Flows.”

The Statements of Changes in Partners’ Capital are included herein, and as of and for the periods ended March 31, 2026 and 2025, the Partnership carried no debt, and all of the Partnership’s investments were carried at fair value and classified as Level 1 and Level 2 measurements.

Partnership’s Derivative Investments.

All commodity interests held by the Partnership, including derivative financial instruments and derivative commodity instruments, are held for trading purposes. The commodity interests are recorded on the trade date, and open contracts are recorded at fair value (as described in Note 5, “Fair Value Measurements”) at the measurement date. Investments in commodity interests denominated in foreign currencies are translated into U.S. dollars at the exchange rates prevailing at the measurement date. Gains or losses are realized when contracts are liquidated and are determined using the

first-in,

first-out

method. Net unrealized gains or losses on open contracts are included as a component of equity in related party trading account in the Partnership’s Statements of Financial Condition. Net realized gains or losses and net change in unrealized gains or losses are included in the Partnership’s Statements of Income and Expenses.

The Partnership does not isolate the portion of the results of operations arising from the effect of changes in foreign exchange rates on investments from fluctuations from changes in market prices of investments held. Such fluctuations are included in total trading results in the Partnership’s Statements of Income and Expenses.

Partnership’s Cash.

The Partnership’s restricted cash is equal to the cash portion of assets on deposit to meet margin requirements, as determined by the exchange or counterparty, and required by MS&Co. At March 31, 2026 and December 31, 2025, the amount of cash held for margin requirements was $5,066,841 and $6,405,350, respectively. Cash that is not classified as restricted cash is therefore classified as unrestricted cash. The Partnership’s restricted and unrestricted cash includes cash denominated in foreign currencies of $206,647 (cost of $209,657) and $767,583 (cost of $763,891) as of March 31, 2026 and December 31, 2025, respectively.

Ceres Tactical Systematic L.P.

Notes to Financial Statements

(Unaudited)

Income Taxes.

Income taxes have not been recorded as each partner is individually liable for the taxes, if any, on its share of the Partnership’s income and expenses. The Partnership follows the guidance of ASC 740,

“Income Taxes,”

which prescribes a recognition threshold and measurement attribute for financial statement recognition and measurement of tax positions taken or expected to be taken in the course of preparing the Partnership’s tax returns to determine whether the tax positions are

“more-likely-than-not”

of being sustained “when challenged” or “when examined” by the applicable tax authority. Tax positions determined not to meet the

more-likely-than-not

threshold would be recorded as a tax benefit or liability in the Partnership’s Statements of Financial Condition for the current year. If a tax position does not meet the minimum statutory threshold to avoid the incurring of penalties, an expense for the amount of the statutory penalty and interest, if applicable, shall be recognized in the Partnership’s Statements of Income and Expenses in the period in which the position is claimed or expected to be claimed. The General Partner has concluded that there are no significant uncertain tax positions that would require recognition in the financial statements. The Partnership files U.S. federal and various state and local tax returns. No income tax returns are currently under examination. The

2022 through 2025

tax years remain subject to examination by U.S. federal and most state tax authorities.

Investment Company Status.

The Partnership has been deemed to be an investment company since inception. Accordingly, the Partnership follows the investment company accounting and reporting guidance of

Financial

Services—Investment Companies (Topic 946)

and reflects its investments at fair value with unrealized gains and losses resulting from changes in fair value reflected in the Statements of Income and Expenses.

Net Income (Loss) per Redeemable Unit.

Net income (loss) per Redeemable Unit is calculated in accordance with ASC 946, “

Financial Services-Investment Companies

.” See Note 3, “Financial Highlights.”

Segment Reporting

. The Partnership operates as a single reportable segment, as the Chief Operating Decision Maker (CODM) monitors the operating results of the Partnership as a whole against its investment objective, which is included in Note 1. The Partnership’s President acts as the Partnership’s CODM and is responsible for assessing the performance of the Partnership’s single segment and deciding how to allocate the segment’s resources. To perform this function, the CODM reviews the total trading results as reflected in the accompanying Statements of Income and Expenses and total return as reflected in the financial highlights as included in the notes to the Partnership’s Financial Statements. Additionally, segment assets are presented in the accompanying Statements of Financial Condition and significant segment expenses are reported in the accompanying Statements of Income and Expenses.

There have been no material changes with respect to the Partnership’s critical accounting policies as reported in the Partnership’s Annual Report on Form

10-K

for the year ended December 31, 2025.

Ceres Tactical Systematic L.P.

Notes to Financial Statements

(Unaudited)

3.	Financial Highlights :

Financial highlights for the limited partner Classes as a whole for the three months ended March 31, 2026 and 2025 were as follows:


	Three Months Ended March 31, 2026						Three Months Ended March 31, 2025
	Class A		Class D		Class Z		Class A		Class D		Class Z
Per Redeemable Unit Performance (for a unit outstanding throughout the period):*
Net realized and unrealized gains (losses)	$	57.94	$	72.49	$	77.04	$	(18.36)	$	(22.99)	$	(24.25)
Net investment income (loss)		(2.43)		(3.02)		(0.90)		0.77		0.97		3.08

Increase (decrease) for the period		55.51		69.47		76.14		(17.59)		(22.02)		(21.17)
Net asset value per Redeemable Unit, beginning of period		873.57		1,093.27		1,161.40		838.89		1,049.87		1,106.92

Net asset value per Redeemable Unit, end of period	$	929.08	$	1,162.74	$	1,237.54	$	821.30	$	1,027.85	$	1,085.75



	Three Months Ended March 31, 2026									Three Months Ended March 31, 2025
	Class A			Class D			Class Z			Class A			Class D			Class Z
Ratios to Average
Limited Partners’ Capital:**
Net investment income (loss)***		(0.4)	%		(0.4)	%		0.4	%		0.4	%		0.4	%		1.1	%

Operating expenses		3.4	%		3.4	%		2.6	%		3.3	%		3.3	%		2.5	%
Incentive fees		0.2	%		0.2	%		0.2	%		-	%		-	%		-	%

Total expenses		3.6	%		3.6	%		2.8	%		3.3	%		3.3	%		2.5	%

Total return:
Total return before incentive fees		6.6	%		6.6	%		6.8	%		(2.1)	%		(2.1)	%		(1.9)	%
Incentive fees		(0.2)	%		(0.2)	%		(0.2)	%		-	%		-	%		-	%

Total return after incentive fees		6.4	%		6.4	%		6.6	%		(2.1)	%		(2.1)	%		(1.9)	%

Net investment income (loss) per Redeemable Unit is calculated by dividing the interest income less total expenses by the average number of Redeemable Units outstanding during the period. The net realized and unrealized gains (losses) per Redeemable Unit is a balancing amount necessary to reconcile the change in net asset value per Redeemable Unit with the other per unit information.

**	Annualized (except for incentive fees).

***	Interest income less total expenses.

The above ratios and total return may vary for individual investors based on the timing of capital transactions during the period. Additionally, these ratios are calculated for the limited partner Classes using the limited partners’ share of income, expenses and average partners’ capital of the respective Class.

4.	Trading Activities:

The Partnership was formed for the purpose of trading contracts in a variety of commodity interests, including derivative financial instruments and derivative commodity instruments. The results of the Partnership’s trading activities are shown in the Statements of Income and Expenses.

The Partnership’s customer agreement with MS&Co. and foreign exchange brokerage account agreements give the Partnership the legal right to net unrealized gains and losses on open futures contracts and open forward contracts in the Statements of Financial Condition. The Partnership nets, for financial reporting purposes, the unrealized gains and losses on open futures contracts and open forward contracts in the Statements of Financial Condition as the criteria under ASC

210-20,

“

Balance Sheet-Offsetting

,” have been met.

Ceres Tactical Systematic L.P.

Notes to Financial Statements

(Unaudited)

The Partnership’s trading of futures, forward and option contracts, as applicable, on commodities is done primarily on U.S. and foreign commodity exchanges. The Partnership engages in such trading through commodity brokerage accounts maintained with MS&Co.

All of the commodity interests owned by the Partnership are held for trading purposes. The monthly average number of futures contracts traded by the Partnership during the three months ended March 31, 2026 and 2025 were 2,978 and 2,780, respectively. The monthly average number of metals forward contracts traded by the Partnership during the three months ended March 31, 2026 and 2025 were 298 and 194, respectively. The monthly average notional value of currency forward contracts traded by the Partnership during the three months ended March 31, 2026 and 2025 were $111,864,894 and $70,707,347, respectively.

The following tables summarize the gross and net amounts recognized relating to assets and liabilities of the Partnership’s derivatives and their offsetting subject to master netting arrangements or similar agreements as of March 31,

2026 and December 31, 2025, respectively.


			Gross Amounts Offset in the		Net Amounts Presented in the		Gross Amounts Not Offset in the Statements of Financial Condition
March 31, 2026	Gross Amounts Recognized		Statements of Financial Condition		Statements of Financial Condition		Financial Instruments		Cash Collateral Received/ Pledged*		Net Amount
Assets
Futures	$	1,766,785	$	(1,766,785)	$	-	$	-	$	-	$	-
Forwards		1,799,900		(1,799,900)		-		-		-		-

Total assets	$	3,566,685	$	(3,566,685)	$	-	$	-	$	-	$	-

Liabilities
Futures	$	(2,017,789)	$	1,766,785	$	(251,004)	$	-	$	251,004	$	-
Forwards		(1,817,888)		1,799,900		(17,988)		-		17,988		-

Total liabilities	$	(3,835,677)	$	3,566,685	$	(268,992)	$	-	$	268,992	$	-

Net fair value											$	-	*


			Gross Amounts Offset in the		Net Amounts Presented in the		Gross Amounts Not Offset in the Statements of Financial Condition
December 31, 2025	Gross Amounts Recognized		Statements of Financial Condition		Statements of Financial Condition		Financial Instruments		Cash Collateral Received/ Pledged*		Net Amount
Assets
Futures	$	2,228,281	$	(1,559,755)	$	668,526	$	-	$	-	$	668,526
Forwards		943,618		(770,789)		172,829		-		-		172,829

Total assets	$	3,171,899	$	(2,330,544)	$	841,355	$	-	$	-	$	841,355

Liabilities
Futures	$	(1,559,755)	$	1,559,755	$	-	$	-	$	-	$	-
Forwards		(770,789)		770,789		-		-		-		-

Total liabilities	$	(2,330,544)	$	2,330,544	$	-	$	-	$	-	$	-

Net fair value											$	841,355	*

In the event of default by the Partnership, MS&Co., the Partnership’s commodity futures broker and the sole counterparty to the Partnership’s

non-exchange-traded

contracts, as applicable, has the right to offset the Partnership’s obligation with the Partnership’s cash and/or U.S. Treasury bills held by MS&Co., thereby minimizing MS&Co.’s risk of loss. In certain instances, MS&Co. may not post collateral and as such, in the event of default by MS&Co., the Partnership is exposed to the amount shown in the Statements of Financial Condition. In the case of exchange-traded contracts, the Partnership’s exposure to counterparty risk may be reduced since the exchange’s clearinghouse interposes its credit between buyer and seller and the clearinghouse’s guarantee funds may be available in the event of a default. In some instances, the actual collateral received and/or pledged may be more than the amount shown due to overcollateralization.

Ceres Tactical Systematic L.P.

Notes to Financial Statements

(Unaudited)

The following tables indicate the gross fair values of derivative instruments of futures and forward contracts held by the Partnership as separate assets and liabilities as of March 31, 2026 and December 31, 2025, respectively.


	March 31, 2026
Assets
Futures Contracts
Currencies	$	300,958
Energy		552,043
Grains		344,479
Indices		205,744
Interest Rates U.S.		4,367
Interest Rates Non-U.S.		200,285
Livestock		87,053
Metals		22,636
Softs		49,220

Total unrealized appreciation on open futures contracts		1,766,785


Liabilities
Futures Contracts
Currencies		(263,001)
Energy		(286,469)
Grains		(542,972)
Indices		(209,040)
Interest Rates U.S.		(14,359)
Interest Rates Non-U.S.		(258,758)
Livestock		(9,380)
Metals		(170,981)
Softs		(262,829)

Total unrealized depreciation on open futures contracts		(2,017,789)

Net unrealized depreciation on open futures contracts	$	(251,004)	*


Assets
Forward Contracts
Currencies	$	1,068,649
Metals		731,251

Total unrealized appreciation on open forward contracts		1,799,900


Liabilities
Forward Contracts
Currencies		(1,022,219)
Metals		(795,669)

Total unrealized depreciation on open forward contracts		(1,817,888)

Net unrealized depreciation on open forward contracts	$	(17,988)	**

*	This amount is in “Net unrealized depreciation on open futures contracts” in the Statements of Financial Condition.

**	This amount is in “Net unrealized depreciation on open forward contracts” in the Statements of Financial Condition.

Ceres Tactical Systematic L.P.

Notes to Financial Statements

(Unaudited)


	December 31, 2025
Assets
Futures Contracts
Currencies	$	124,687
Energy		311,722
Grains		405,655
Indices		301,489
Interest Rates U.S.		189,782
Interest Rates Non-U.S.		95,239
Livestock		47,987
Metals		621,742
Softs		129,978

Total unrealized appreciation on open futures contracts		2,228,281


Liabilities
Futures Contracts
Currencies		(103,420)
Energy		(442,082)
Grains		(145,990)
Indices		(400,538)
Interest Rates U.S.		(11,935)
Interest Rates Non-U.S.		(172,733)
Livestock		(76,580)
Metals		(56,855)
Softs		(149,622)

Total unrealized depreciation on open futures contracts		(1,559,755)

Net unrealized appreciation on open futures contracts	$	668,526	*


Assets
Forward Contracts
Currencies	$	343,757
Metals		599,861

Total unrealized appreciation on open forward contracts		943,618


Liabilities
Forward Contracts
Currencies		(315,141)
Metals		(455,648)

Total unrealized depreciation on open forward contracts		(770,789)

Net unrealized appreciation on open forward contracts	$	172,829	**

* This amount is in “Net unrealized appreciation on open futures contracts” in the Statements of Financial Condition.

** This amount is in “Net unrealized appreciation on open forward contracts” in the Statements of Financial Condition.

Ceres Tactical Systematic L.P.

Notes to Financial Statements

(Unaudited)

The following table indicates the trading gains and losses, by market sector, on derivative instruments traded by the Partnership for the three months ended March 31, 2026 and 2025, respectively.


	Three Months Ended March 31,
Sector		2026			2025
Currencies	$	(428,779)		$	(608,410)
Energy		2,844,212			(500,237)
Grains		(1,087,808)			(78,042)
Indices		764,349			(434,420)
Interest Rates U.S.		227,712			(109,658)
Interest Rates Non-U.S.		154,075			172,376
Livestock		59,698			77,990
Metals		426,275			782,345
Softs		(121,661)			(332,600)

Total	$	2,838,073	***	$	(1,030,656)	***

***	This amount is included in “Total trading results” in the Statements of Income and Expenses.

5.	Fair Value Measurements:

Partnership’s Fair Value Measurements

. Fair value is defined as the value that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date under current market conditions. The fair value hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1) and the lowest priority to fair values derived from unobservable inputs (Level 3). The level in the fair value hierarchy within which the fair value measurement in its entirety falls shall be determined based on the lowest level input that is significant to the fair value measurement in its entirety.

The fair value of exchange-traded futures, option and forward contracts is determined by the various exchanges, and reflects the settlement price for each contract as of the close of business on the last business day of the reporting period. The fair value of foreign currency forward contracts is extrapolated on a forward basis from the spot prices quoted as of approximately 3:00 P.M. (E.T.) on the last business day of the reporting period from various exchanges. The fair value of

non-exchange-traded

foreign currency option contracts is calculated by applying an industry standard model application for options valuation of foreign currency options, using as inputs the spot prices, interest rates, and option implied volatilities quoted as of approximately 3:00 P.M. (E.T.) on the last business day of the reporting period. U.S. Treasury bills are valued at the last available bid price received from independent pricing services as of the close of the last business day of the reporting period.

The Partnership considers prices for exchange-traded commodity futures, swap and option contracts to be based on unadjusted quoted prices in active markets for identical assets and liabilities (Level 1). The values of U.S. Treasury bills,

non-exchange-traded

forward, swap and certain option contracts for which market quotations are not readily available are priced by pricing services that derive fair values for those assets and liabilities from observable inputs (Level 2). As of March 31, 2026 and December 31, 2025 and for the periods ended March 31, 2026 and 2025, the Partnership did not hold any derivative instruments that were priced at fair value using unobservable inputs through the application of the General Partner’s assumptions and internal valuation pricing models (Level 3).

Ceres Tactical Systematic L.P.

Notes to Financial Statements

(Unaudited)

	$		$		$		$
March 31, 2026	Total		Level 1		Level 2		Level 3
Assets
Futures	$	1,766,785	$	1,766,785	$	-	$	-
Forwards		1,799,900		-		1,799,900		-

Total Assets	$	3,566,685	$	1,766,785	$	1,799,900	$	-

Liabilities
Futures	$	2,017,789	$	2,017,789	$	-	$	-
Forwards		1,817,888		-		1,817,888		-

Total Liabilities	$	3,835,677	$	2,017,789	$	1,817,888	$	-

	$		$		$		$
December 31, 2025	Total		Level 1		Level 2		Level 3
Assets
Futures	$	2,228,281	$	2,228,281	$	-	$	-
Forwards		943,618		-		943,618		-

Total Assets	$	3,171,899	$	2,228,281	$	943,618	$	-

Liabilities
Futures	$	1,559,755	$	1,559,755	$	-	$	-
Forwards		770,789		-		770,789		-

Total Liabilities	$	2,330,544	$	1,559,755	$	770,789	$	-

6.	Financial Instrument Risks:

In the normal course of business, the Partnership is party to financial instruments with

off-balance-sheet

risk, including derivative financial instruments and derivative commodity instruments. These financial instruments may include forwards, futures, options, and swaps, whose values are based upon an underlying asset, index, or reference rate, and generally represent future commitments to exchange currencies or cash balances, or to purchase or sell other financial instruments at specific terms at specified future dates, or, in the case of derivative commodity instruments, to have a reasonable possibility to be settled in cash, through physical delivery or with another financial instrument. These instruments may be traded on an exchange, a swap execution facility or

over-the-counter

(“OTC”). Exchange-traded instruments include futures and certain standardized forward, option and swap contracts. Certain swap contracts may also be traded on a swap execution facility or OTC. OTC contracts are negotiated between contracting parties and also include certain forward and option contracts. Specific market movements of commodities or futures contracts underlying an option cannot accurately be predicted. The purchaser of an option may lose the entire premium paid for the option. The writer or seller of an option has unlimited risk. Each of these instruments is subject to various risks similar to those relating to the underlying financial instruments, including market and credit risk. In general, the risks associated with OTC contracts are greater than those associated with exchange-traded instruments because of the greater risk of default by the counterparty to an OTC contract.

Futures Contracts.

The Partnership trades futures contracts. A futures contract is a firm commitment to buy or sell a specified quantity of investments, currency or a standardized amount of a deliverable grade commodity, at a specified price on a specified future date, unless the contract is closed before the delivery date or if the delivery quantity is something where physical delivery cannot occur (such as the S&P 500 Index), whereby such contract is settled in cash. Payments (“variation margin”) may be made or received by the Partnership each business day, depending on the daily fluctuations in the value of the underlying contracts, and are recorded as unrealized gains or losses by the Partnership. When the contract is closed, the Partnership records a realized gain or loss equal to the difference between the value of the contract at the time it was opened and the value at the time it was closed. Transactions in futures contracts require participants to make initial margin deposits of cash or other assets and may require variation margin deposits, through the futures broker, directly with the exchange on which the contracts are traded. Net realized gains (losses) and net change in unrealized gains (losses) on futures contracts are included in the Partnership’s Statements of Income and Expenses.

Ceres Tactical Systematic L.P.

Notes to Financial Statements

(Unaudited)

Forward Foreign Currency Contracts.

Forward foreign currency contracts are those contracts where the Partnership agrees to receive or deliver a fixed quantity of foreign currency for an agreed-upon price on an agreed-upon future date. Forward foreign currency contracts are valued daily, and the Partnership’s net equity therein, representing unrealized gain or loss on the contracts as measured by the difference between the forward foreign exchange rates at the dates of entry into the contracts and the forward foreign exchange rates at the reporting date, is included in the Partnership’s Statements of Financial Condition. Net realized gains (losses) and net change in unrealized gains (losses) on forward foreign currency contracts are recognized in the period in which the contract is closed or the changes occur, respectively, and are included in the Partnership’s Statements of Income and Expenses.

London Metal Exchange Forward Contracts.

Metal contracts traded on the London Metal Exchange (“LME”) represent a firm commitment to buy or sell a specified quantity of aluminum, copper, lead, nickel, tin, zinc and other metals. LME contracts traded by the Partnership are cash-settled based on prompt dates published by the LME. Variation margin payments may be made or received by the Partnership each business day, depending on the daily fluctuations in the value of the underlying contracts, and are recorded as unrealized gains or losses by the Partnership. A contract is considered offset when all long positions have been matched with a like number of short positions settling on the same prompt date. When the contract is closed at the prompt date, the Partnership records a realized gain or loss equal to the difference between the value of the contract at the time it was opened and the value at the time it was closed. Transactions in LME contracts require participants to make initial margin deposits of cash or other assets and may require variation margin deposits, through the broker, directly with the LME. Net realized gains (losses) and net change in unrealized gains (losses) on metal contracts are included in the Partnership’s Statements of Income and Expenses.

Market risk is the potential for changes in the value of the financial instruments traded by the Partnership due to market changes, including interest and foreign exchange rate movements and fluctuations in commodity or security prices. Market risk is directly impacted by the volatility and liquidity in the markets in which the related underlying assets are traded. The Partnership is exposed to market risk equal to the value of the futures and forward contracts held and unlimited liability on such contracts sold short.

Credit risk is the possibility that a loss may occur due to the failure of a counterparty to perform according to the terms of a contract. As of the end of each reporting period, the Partnership’s risk of loss in the event of a counterparty default is typically limited to the amounts recognized in the Statements of Financial Condition and is not represented by the contract or notional amounts of the instruments. The Partnership’s risk of loss is reduced through the use of legally enforceable master netting agreements with counterparties that permit the Partnership to offset unrealized gains and losses and other assets and liabilities with such counterparties upon the occurrence of certain events. The Partnership has credit risk and concentration risk, as MS&Co. or an MS&Co. affiliate are counterparties or brokers with respect to the Partnership’s assets. Credit risk with respect to exchange-traded instruments is reduced to the extent that, through MS&Co. or an MS&Co. affiliate, the Partnership’s counterparty is an exchange or clearing organization.

The General Partner monitors and attempts to mitigate the Partnership’s risk exposure on a daily basis through financial, credit and risk management monitoring systems, and accordingly, believes that it has or had effective procedures for evaluating and limiting the credit and market risks to which the Partnership may or may have been subject. These monitoring systems generally allow the General Partner to statistically analyze actual trading results with risk-adjusted performance indicators and correlation statistics. In addition, online monitoring systems provide account analysis of futures, exchange-cleared swaps, forward and option contracts by sector, margin requirements, gain and loss transactions and collateral positions.

The majority of these financial instruments mature within one year of the inception date. However, due to the nature of the Partnership’s business, these instruments may not be held to maturity.

The risk to the limited partners that have purchased Redeemable Units is limited to the amount of their share of the

Partnership’s net assets and undistributed profits. This limited liability is a result of the organization of the Partnership as a limited partnership under New York law.

In the ordinary course of business, the Partnership enters into contracts and agreements that contain various representations and warranties and which provide general indemnifications. The Partnership’s maximum exposure under these arrangements cannot be determined, as this could include future claims that have not yet been made against the Partnership. The General Partner considers the risk of any future obligation relating to these indemnifications to be remote.

Ceres Tactical Systematic L.P.

Notes to Financial Statements

(Unaudited)

Geopolitical relations and conflicts between governments may have significant macroeconomic effects on the global economy, and impact the markets in which the Partnership has invested or seeks to make investments. Armed conflicts among countries, as well as economic sanctions, for example, have created, and may in the future create, volatility in the price of various commodities and may lead to a deterioration in the political and trade relationships that exist between the countries involved, which in turn have a negative impact on business activity globally, and therefore could affect the performance of the Partnership’s investments. Uncertainties regarding these conflicts and potential future conflicts, and the varying involvement of the United States and other countries, make it difficult to predict what the ultimate impact on global economic and market conditions will be, and presents material uncertainty and risk with respect to the Partnership and the performance of its investments or operations, and the ability of the Partnership to achieve its investment objectives. Additionally, to the extent that investors, service providers and/or other third parties have material operations or assets in the countries involved in these conflicts, they may have their operations disrupted and/or suffer adverse consequences related to the ongoing conflicts.

Changes in trade policies, including the imposition of tariffs or other trade restrictions, may adversely affect the trading strategies of certain of the Partnership’s advisors, and the Partnership. The current tariff environment remains uncertain and highly volatile, and it is difficult to predict the direction or scope of future tariff policies in the short term. The current U.S. administration has proposed and recently begun to implement global broad-based tariffs on imports from key trading partners to the U.S., including, but not limited to, Canada, China, the European Union and Mexico. While the current U.S. administration has agreed to pause the implementation of certain tariffs proposed under its existing policies, the continued implementation of certain other tariffs (and the threat that additional tariffs may be imposed in the future) can be expected to lead to increased costs, supply chain disruptions, and heightened market volatility. Retaliatory trade measures by governments have been proposed and, in certain instances, implemented, which can be expected to create further economic uncertainty.

7.	Subsequent Events:

The General Partner evaluates events that occur after the balance sheet date but before and up until financial statements are issued. The General Partner has assessed the subsequent events through the date the financial statements were issued and has determined that there were no subsequent events requiring adjustment to or disclosure in the financial statements.

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations.

Liquidity and Capital Resources

The Partnership does not have, nor does it expect to have, any capital assets. The Partnership does not engage in sales of goods or services. Its assets are its (i) equity in related party trading account, consisting of unrestricted cash, restricted cash, foreign cash, net unrealized appreciation on open futures contracts, net unrealized appreciation on open forward contracts and investment in U.S. Treasury bills at fair value, if applicable, and (ii) interest receivable. Because of the low margin deposits normally required in commodity futures trading, relatively small price movements may result in substantial losses to the Partnership. While substantial losses could lead to a material decrease in liquidity, no such illiquidity occurred in the first quarter of 2026.

The Partnership’s investment in futures, forwards and options may or could have been, from time to time, be illiquid. Most U.S. futures exchanges limit fluctuations in prices during a single day by regulations referred to as “daily price fluctuation limits” or “daily limits.” Trades may not be executed at prices beyond the daily limit. If the price for a particular futures or option contract has increased or decreased by an amount equal to the daily limit, positions in that futures or option contract can neither be taken nor liquidated unless traders are willing to effect trades at or within the limit. Futures prices have occasionally moved the daily limit for several consecutive days with little or no trading. These market conditions could prevent the Partnership from promptly liquidating their futures or option contracts and result in restrictions on redemptions.

There is no limitation on daily price movements in trading forward contracts on foreign currencies. The markets for some world currencies have low trading volume and are illiquid, which may prevent the Partnership from trading in potentially profitable markets or prevent the Partnership from promptly liquidating unfavorable positions in such markets, subjecting them to substantial losses. Either of these market conditions could result in restrictions on redemptions. For the periods covered by this report, illiquidity has not materially affected the Partnership’s assets.

Other than the risks inherent in commodity futures, forwards, options, swaps and other derivatives trading and U.S. Treasury bills and money market mutual fund securities, the Partnership knows of no trends, demands, commitments, events or uncertainties at the present time that are reasonably likely to result in the Partnership’s liquidity increasing or decreasing in any material way.

The Partnership’s capital consists of the capital contributions of the partners as increased or decreased by realized and/or unrealized gains or losses on trading and by expenses, interest income, subscriptions, redemptions of Redeemable Units and distributions of profits, if any. The Partnership’s primary need for capital resources is for Futures Interests trading.

For the three months ended March 31, 2026, the Partnership’s capital increased 2.1% from $43,284,792 to $44,186,923. This increase was attributable to a net income of $2,721,003, which was partially offset by redemptions of 1,990.8890 Class A limited partner Redeemable Units totaling $1,818,872. Future redemptions can impact the amount of funds available for investment in subsequent periods.

Other than as discussed above, there are no known material trends, favorable or unfavorable, that would affect, nor any expected material changes to, the Partnership’s capital resource arrangements at the present time.

Off-Balance Sheet Arrangements and Contractual Obligations

The Partnership does not have any off-balance sheet arrangements, nor does it have contractual obligations or commercial commitments to make future payments, that would affect its liquidity or capital resources.

Critical Accounting Policies

The preparation of financial statements in conformity with GAAP requires the General Partner to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosures of contingent assets and liabilities at the date of the financial statements and the reported amounts of income and expense during the reporting period. The General Partner believes that the estimates and assumptions utilized in preparing the financial statements are reasonable. Actual results could differ from those estimates. The Partnership’s significant accounting policies are described in detail in Note 2, “Basis of Presentation and Summary of Significant Accounting Policies,” of the Financial Statements.

The Partnership records all investments at fair value in their financial statements, with changes in fair value reported as a component of net realized gains (losses) and net change in unrealized gains (losses) in the Statements of Income and Expenses.

Results of Operations

During the Partnership’s first quarter of 2026, the Partnership’s net asset value per Class A Redeemable Unit increased 6.4% from $873.57 to $929.08 as compared to a decrease of 2.1% in the same period of 2025. During the Partnership’s first quarter of 2026, the Partnership’s net asset value per Class D Redeemable Unit increased 6.4% from $1,093.27 to $1,162.74 as compared to a decrease of 2.1% in the same period of 2025. During the Partnership’s first quarter of 2026, the Partnership’s net asset value per Class Z Redeemable Unit increased 6.6% from $1,161.40 to $1,237.54 as compared to a decrease of 1.9% in the same period of 2025. The Partnership experienced a net trading gain before fees and expenses in the first quarter of 2026 of $2,838,073. Gains were primarily attributable to the Partnership’s trading in energy, indices, U.S. and non-U.S. interest rates, livestock and metals and were partially offset by losses in currencies, grains and softs. The Partnership experienced a net trading loss before fees and expenses in the first quarter of 2025 of $1,030,656. Losses were primarily attributable to the Partnership’s trading in currencies, energy, grains, indices, U.S. interest rates and softs and were partially offset by gains in non-U.S. interest rates, livestock and metals.

The Partnership’s most notable gains during the first quarter were generated within the energy sector from long futures positions in crude oil and several of its refined products. Oil prices rose sharply throughout January, February, and March amid supply-side concerns and the escalating military conflict in the Middle East. Additional gains were recorded during January and February in the global stock index markets from long positions in Asian and European equity index futures, as expectations for government measures to support regional economies boosted stock prices. Within the metals markets, gains were recorded during January and February from long positions in gold futures, as prices advanced to record highs amid increased investor demand. Gains in the global fixed income sector were recorded during February from long positions in European and Canadian fixed income futures, as declining yields reflected investor assessments of the near-term monetary policy outlook among major central banks. A portion of the Partnership’s overall trading gains for the first quarter was offset by losses in the grains markets during January, February, and March from short positions in soybean oil futures, as prices increased amid sustained demand for biofuel production. In the currency markets, losses were recorded during January from short positions in the Swiss franc and euro against the U.S. dollar, as the dollar weakened against major counterparts. Additional currency losses were incurred during February from long positions in the British pound, as speculation the Bank of England would cut interest rates in the near term pressured the pound lower.

Commodity futures markets are highly volatile. Broad price fluctuations and rapid inflation increase not only the risks involved in commodity trading, but also the possibility of profit. The profitability of the Partnership depends on the existence of major price trends and the ability of the Advisors to correctly identify those price trends. Price trends are influenced by, among other things, changing supply and demand relationships, weather, governmental, agricultural, commercial and trade programs and policies, national and international political and economic events, changes in interest rates, pandemics, epidemics and other public health crises. To the extent that market trends exist and the Advisors are able to identify them, the Partnership expects to increase capital through operations.

The Partnership receives monthly interest on 100% of the average daily equity maintained in cash in the Partnership’s brokerage account at MS&Co. during each month at a rate equal to the monthly average of the 4-week U.S. Treasury bill discount rate. For the avoidance of doubt, the Partnership did not receive interest on amounts in the futures brokerage accounts that were committed to margin. Any interest earned on the Partnership’s cash account in excess of the amounts described above, if any, was retained by MS&Co. and/or shared with the General Partner. All interest earned on U.S. Treasury bills and money market mutual fund securities was retained by the Partnership as applicable. Interest income for the three months ended March 31, 2026 decreased by $75,867 as compared to the corresponding period in 2025. The decrease in interest income was primarily due to lower 4-week U.S. Treasury bill discount rates during the three months ended March 31, 2026 as compared to the corresponding period in 2025. Interest earned by the Partnership will increase the net asset value of the Partnership. The amount of interest income earned by the Partnership depended on (1) the average daily equity maintained in cash in the Partnership’s accounts, (2) the amount of U.S. Treasury bills and/or money market mutual fund securities held by the Partnership and (3) interest rates over which none of the Partnership or MS&Co. had control.

Certain clearing fees are based on the number of trades executed by the Advisors for the Partnership. Accordingly, they must be compared in relation to the number of trades executed during the period. Clearing fees related to direct investments for the three months ended March 31, 2026 increased by $7,640 as compared to the corresponding period in 2025. The increase in these clearing fees was primarily due to an increase in the number of direct trades made by the Partnership during the three months ended March 31, 2026 as compared to the corresponding period in 2025.

Ongoing selling agent fees are calculated as a percentage of the Partnership’s adjusted net asset value of Class A and Class D Redeemable Units on the last day of each month and are affected by trading performance, subscriptions and redemptions. Accordingly, they must be compared in relation to the fluctuations in the monthly net asset values. Ongoing selling agent fees for the three months ended March 31, 2026 decreased by $3,862 as compared to the corresponding period in 2025. The decrease was primarily due to a decrease in average net assets attributable to Class A and Class D Redeemable Units during the three months ended March 31, 2026 as compared to the corresponding period in 2025.

General Partner fees are paid to the General Partner for administering the business and affairs of the Partnership. General Partner fees are calculated as a percentage of the Partnership’s adjusted net asset value as of the end of each month and are affected by trading performance, subscriptions and redemptions. Accordingly, they must be compared in relation to the fluctuations in the monthly net asset values. General Partner fees for the three months ended March 31, 2026 decreased by $4,614 as compared to the corresponding period in 2025. The decrease was primarily due to a decrease in average net assets for the Partnership during the three months ended March 31, 2026 as compared to the corresponding period in 2025.

Management fees are calculated as a percentage of the Partnership’s adjusted net asset value as of the end of each month and are affected by trading performance, subscriptions and redemptions. Accordingly, they must be compared in relation to the fluctuations in the monthly net asset values. Management fees for the three months ended March 31, 2026 decreased by $5,765 as compared to the corresponding period in 2025. The decrease was primarily due to a decrease in average net assets for the Partnership during the three months ended March 31, 2026 as compared to the corresponding period in 2025.

Incentive fees are based on the new trading profits generated by each Advisor at the end of the quarter, half-year or year, as applicable, as defined in the respective management agreements between the Partnership, the General Partner and each Advisor. Trading performance for the three months ended March 31, 2026 and 2025 resulted in incentive fees of $94,102 and $0, respectively. To the extent an Advisor incurs a loss for the Partnership, the Advisor will not be paid incentive fees until such Advisor recovers any net loss incurred by the Advisor and earns additional new trading profits for the Partnership.

In allocating the assets of the Partnership among the Advisors, the General Partner considers, among other factors, each Advisor’s past performance, trading style, volatility of markets traded and fee requirements. The General Partner may modify or terminate the allocation of assets among the Advisors and may allocate assets to additional advisors at any time.

As of March 31, 2026 and December 31, 2025, the Partnership’s Net Assets were allocated among the Advisors in the following approximate percentages:


Advisor	March 31, 2026		March 31, 2026 (percentage of Partners’ Capital)		December 31, 2025		December 31, 2025 (percentage of Partners’ Capital)
DCM	$	11,816,544		27%	$	11,540,477		27%
Drury	$	5,822,598		13%	$	5,027,696		12%
Episteme	$	11,573,213		26%	$	12,347,667		28%
Millburn	$	12,886,374		29%	$	11,407,764		26%
Unallocated	$	2,088,194		5%	$	2,961,188		7%

Item 3. Quantitative and Qualitative Disclosures about Market Risk.

The Partnership is a speculative commodity pool. The market sensitive instruments held by the Partnership are acquired for speculative trading purposes, and all or substantially all of the Partnership’s assets are subject to the risk of trading loss. Unlike an operating company, the risk of market sensitive instruments is integral, not incidental, to the Partnership’s main line of business.

The limited partners will not be liable for losses exceeding the current net asset value of their investment.

Market movements result in frequent changes in the fair value of the Partnership’s open positions and, consequently, in its earnings and cash balances. The Partnership’s market risk is influenced by a wide variety of factors, including the level and volatility of interest rates, exchange rates, equity price levels, the market value of financial instruments and contracts, the diversification effects among the Partnership’s open positions and the liquidity of the markets in which they trade.

The Partnership rapidly acquires and liquidates both long and short positions in a wide range of different markets. Consequently, it is not possible to predict how a particular future market scenario will affect performance, and the Partnership’s past performance is not necessarily indicative of their future results.

Quantifying the Partnership’s Trading Value at Risk

The following quantitative disclosures regarding the Partnership’s market risk exposures contain “forward-looking statements” within the meaning of the safe harbor from civil liability provided for such statements by the Private Securities Litigation Reform Act of 1995 (set forth in Section 27A of the Securities Act, and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)). All quantitative disclosures in this section are deemed to be forward-looking statements for purposes of the safe harbor, except for statements of historical fact.

The Partnership accounts for open positions on the basis of fair value accounting principles. Any loss in the market value of the Partnership’s open positions is directly reflected in the Partnership’s earnings and cash flow.

The Partnership’s risk exposure in the market sectors traded by the Advisors is estimated below in terms of Value at Risk. Please note that the Value at Risk model is used to numerically quantify market risk for historic reporting purposes only and is not utilized by either the General Partner or the Advisors in their daily risk management activities.

“Value at Risk” is a measure of the maximum amount which the Partnership could reasonably be expected to lose in a given market sector. However, the inherent uncertainty of the Partnership’s speculative trading and the recurrence in the markets traded by the Partnership of market movements far exceeding expectations could result in actual trading or non-trading losses far beyond the indicated Value at Risk or the Partnership’s experience to date (i.e., “risk of ruin”). In light of the foregoing, as well as the risks and uncertainties intrinsic to all future projections, the inclusion of the quantification in this section should not be considered to constitute any assurance or representation that the Partnership’s losses in any market sector will be limited to Values at Risk or by the Partnership’s attempt to manage its market risk.

Exchange margin requirements have been used by the Partnership as the measure of its Value at Risk. Margin requirements are set by exchanges to equal or exceed the maximum losses reasonably expected to be incurred in the fair value of any given contract in 95%-99% of any one-day interval. The margin levels are established by dealers and exchanges using historical price studies as well as an assessment of current market volatility (including the implied volatility of the options on a given futures contract) and economic fundamentals to provide a probabilistic estimate of the maximum expected near-term one-day price fluctuation.

Value at Risk tables represent a probabilistic assessment of the risk of loss in market risk sensitive instruments. As of March 31, 2026, DCM, Drury, Episteme and Millburn each traded managed accounts in the name of the Partnership. The trading Value at Risk tables reflect the market sensitive instruments held by the Partnership as of March 31, 2026 and December 31, 2025. There have been no material changes in the trading Value at Risk information previously disclosed in the Partnership’s Annual Report on Form 10-K for the year ended December 31, 2025.

The following tables indicate the trading Value at Risk associated with the Partnership’s investments by market category as of March 31, 2026 and December 31, 2025, and the highest, lowest and average values during the three months ended March 31, 2026 and the twelve months ended December 31, 2025. All open contracts trading risk exposures have been included in calculating the figures set forth below.

As of March 31, 2026, the Partnership’s total capitalization was $44,186,923.


March 31, 2026

						Three Months Ended March 31, 2026
Market Sector	Value at Risk		% of Total Capitalization			High Value at Risk		Low Value at Risk		Average Value at Risk*
Currencies	$	865,338		1.96	%	$	891,250	$	345,787	$	606,695
Energy		598,592		1.35			1,263,465		487,523		1,005,263
Grains		513,776		1.16			783,146		460,007		646,008
Indices		1,381,767		3.13			2,209,639		940,296		1,679,572
Interest Rates U.S.		260,207		0.59			663,176		238,495		452,937
Interest Rates Non-U.S.		543,413		1.23			1,446,082		444,287		1,034,537
Livestock		146,960		0.33			158,510		82,803		109,971
Metals		517,114		1.17			955,904		419,444		722,937
Softs		204,351		0.46			405,398		196,027		306,660

Total	$	5,031,518		11.38	%

*	Average of daily Values at Risk.

As of December 31, 2025, the Partnership’s total capitalization was $43,284,792.


December 31, 2025

						Twelve Months Ended December 31, 2025
Market Sector	Value at Risk		% of Total Capitalization			High Value at Risk		Low Value at Risk		Average Value at Risk*
Currencies	$	371,785		0.86	%	$	1,095,161	$	316,194	$	600,459
Energy		1,076,518		2.49			2,273,526		990,985		1,437,513
Grains		460,007		1.06			832,031		357,050		600,888
Indices		1,591,451		3.68			3,138,325		948,821		1,801,924
Interest Rates U.S.		483,334		1.12			737,763		82,668		402,712
Interest Rates Non-U.S.		1,175,347		2.72			1,586,128		536,262		1,066,240
Livestock		113,850		0.26			219,230		26,510		104,289
Metals		754,251		1.74			854,477		523,896		676,686
Softs		288,705		0.67			542,726		264,214		433,586

Total	$	6,315,248		14.60	%

*	Annual average of daily Values at Risk.

Item 4. Controls and Procedures.

The Partnership’s disclosure controls and procedures are designed to ensure that information required to be disclosed by the Partnership on the reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported within the time periods expected in the SEC’s rules and forms. Disclosure controls and procedures include controls and procedures designed to ensure that information required to be disclosed by the Partnership in the reports it files is accumulated and communicated to management, including the President and Chief Financial Officer (“CFO”) of the General Partner, to allow for timely decisions regarding required disclosure and appropriate SEC filings.

The General Partner is responsible for ensuring that there is an adequate and effective process for establishing, maintaining and evaluating disclosure controls and procedures for the Partnership’s external disclosures.

The General Partner’s President and CFO have evaluated the effectiveness of the Partnership’s disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act) as of March 31, 2026 and, based on that evaluation, the General Partner’s President and CFO have concluded that, at that date, the Partnership’s disclosure controls and procedures were effective.

The Partnership’s internal control over financial reporting is a process under the supervision of the General Partner’s President and CFO to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements in accordance with GAAP. These controls include policies and procedures that:

•

pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the Partnership;

•

provide reasonable assurance that (i) transactions are recorded as necessary to permit preparation of financial statements in accordance with GAAP, and (ii) the Partnership’s receipts are handled and expenditures are made only pursuant to authorizations of the General Partner; and

•

provide reasonable assurance regarding prevention or timely detection and correction of unauthorized acquisition, use or disposition of the Partnership’s assets that could have a material effect on the financial statements.

There were no changes in the Partnership’s internal control over financial reporting process during the fiscal quarter ended March 31, 2026 that materially affected, or are reasonably likely to materially affect, the Partnership’s internal control over financial reporting.

PART II. OTHER INFORMATION

Item 1. Legal Proceedings.

This section describes the major pending legal proceedings, other than ordinary routine litigation incidental to the business, to which Morgan Stanley & Co. LLC or its subsidiaries is a party or to which any of their property is subject. There are no material legal proceedings pending against the Partnership or the General Partner.

On June 1, 2011, Morgan Stanley & Co. Incorporated converted from a Delaware corporation to a Delaware limited liability company. As a result of that conversion, Morgan Stanley & Co. Incorporated is now named Morgan Stanley & Co. LLC (“MS&Co.” or “the Company”).

The Company is a wholly-owned, indirect subsidiary of Morgan Stanley, a Delaware holding company. Morgan Stanley files periodic reports with the SEC as required by the Securities Exchange Act of 1934, as amended (the “Exchange Act”) which include current descriptions of material litigation and material proceedings and investigations, if any, by governmental and/or regulatory agencies or self-regulatory organizations concerning Morgan Stanley and its subsidiaries, including the Company. As a consolidated subsidiary of Morgan Stanley, the Company does not file its own periodic reports with the SEC that contain descriptions of material litigation, proceedings and investigations. As a result, we refer you to the “Legal Proceedings” section of Morgan Stanley’s SEC 10-K filings for 2025, 2024, 2023, 2022, and 2021. In addition, the Company annually prepares an Audited, Consolidated Statement of Financial Condition (“Audited Financial Statement”) that is publicly available on Morgan Stanley’s website at www.morganstanley.com. We refer you to the Commitments, Guarantees and Contingencies – Legal section of the Company’s 2025 Audited Financial Statement.

In addition to the matters described in those filings, in the normal course of business, each of Morgan Stanley and the Company has been named, from time to time, as a defendant in various legal actions, including arbitrations, class actions, and other litigation, arising in connection with its activities as a global diversified financial services institution. Certain of the actual or threatened legal actions include claims for substantial compensatory and/or punitive damages or claims for indeterminate amounts of damages. In some cases, the third-party entities that are, or would otherwise be, the primary defendants in such cases are bankrupt, in financial distress, or may not honor applicable indemnification obligations. These actions have included, but are not limited to, antitrust claims, claims under various false claims act statutes, and matters arising from our Markets business, and our activities in the capital markets.

Each of Morgan Stanley and the Company is also involved, from time to time, in other reviews, investigations and proceedings (both formal and informal) by governmental or other regulatory agencies regarding the Company’s business and involving, among other matters, sales, trading, financing, prime brokerage, market-making activities, investment banking advisory services, capital market activities, financial products or offerings sponsored, underwritten, or sold by the Company, wealth and investment management services, and tax, accounting, and operational matters, certain of which may result in adverse judgments, settlements, fines, penalties, disgorgement, restitution, forfeiture, injunctions, limitations on our ability to conduct certain business, or other relief.

The Company contests liability and/or the amount of damages as appropriate in each pending matter. Where available information indicates that it is probable a liability had been incurred at the date of the consolidated statement of financial condition and the Company can reasonably estimate the amount of that loss or the range of loss, the Company accrues an estimated loss by a charge to income, including with respect to certain of the individual proceedings or investigations described below.

The Company’s legal expenses can, and may in the future, fluctuate from period to period, given the current environment regarding government or regulatory agency investigations and private litigation affecting global financial services firms, including the Company.

In many legal proceedings and investigations, it is inherently difficult to determine whether any loss is probable or reasonably possible, or to estimate the amount of any loss. In addition, even where the Company has determined that a loss is probable or reasonably possible or an exposure to loss or range of loss exists in excess of the liability already accrued with respect to a previously recognized loss contingency, the Company may be unable to reasonably estimate the amount of the loss or range of loss. It is particularly difficult to determine if a loss is probable or reasonably possible, or to estimate the amount of loss, where the factual record is being developed or contested or where plaintiffs or government entities seek substantial or indeterminate damages, restitution, forfeiture, disgorgement or penalties. Numerous issues may need to be resolved in an investigation or proceeding before a determination can be made that a loss or additional loss (or range of loss or range of additional loss) is probable or reasonably possible, or to estimate the amount of loss, including through potentially lengthy discovery or determination of important factual matters, determination of issues related to class certification, the calculation of damages or other relief, and consideration of novel or unsettled legal questions relevant to the proceedings or investigations in question.

The Company has identified below any individual proceedings or investigations where the Company believes a material loss to be reasonably possible. In certain legal proceedings in which the Company has determined that a material loss is reasonably possible, the Company is unable to reasonably estimate the loss or range of loss. There are other matters in which the Company has determined a loss or range of loss to be reasonably possible, but the Company does not believe, based on current knowledge and after consultation with counsel, that such losses could have a material adverse effect on the consolidated statement of financial condition as a whole, although the outcome of such proceedings or investigations may significantly impact the Company’s business or results of operations for any particular reporting period, or cause significant reputational harm.

While the Company has identified below certain proceedings or investigations that the Company believes to be material, individually or collectively, there can be no assurance that material losses will not be incurred from claims that have not yet been asserted or those where potential losses have not yet been determined to be probable or reasonably possible.

Civil Litigation

Beginning in February of 2016, the Company was named as a defendant in multiple purported antitrust class actions now consolidated into a single proceeding in the United States District Court for the Southern District of New York (“SDNY”) styled In Re: Interest Rate Swaps Antitrust Litigation. Plaintiffs allege, inter alia, that the Company, together with a number of other financial institution defendants, violated U.S. and New York state antitrust laws from 2008 through December of 2016 in connection with alleged efforts to prevent the development of electronic exchange-based platforms for interest rate swaps trading. Complaints were filed both on behalf of a purported class of investors who purchased interest rate swaps from defendants, as well as on behalf of three operators of swap execution facilities that allegedly were thwarted by the defendants in their efforts to develop such platforms. The consolidated complaints seek, inter alia, certification of the investor class of plaintiffs and treble damages. On July 28, 2017, the court granted in part and denied in part the defendants’ motion to dismiss the complaints. On December 15, 2023, the

court denied the class plaintiffs’ motion for class certification. On December 29, 2023, the class plaintiffs petitioned the United States Court of Appeals for the Second Circuit for leave to appeal that decision. On February 28, 2024, the parties reached an agreement in principle to settle the class claims. On July 17, 2025, the court granted final approval of the settlement. The claims brought by the three operators of swap execution facilities remain pending, and on March 12, 2026, defendants filed a motion for summary judgment.

The Company is a defendant in three antitrust class action complaints which have been consolidated into one proceeding in the United States District Court for the SDNY under the caption City of Philadelphia, et al. v. Bank of America Corporation, et al. Plaintiffs allege, inter alia, that the Company, together with a number of other financial institution defendants, violated U.S. antitrust laws and relevant state laws in connection with alleged efforts to artificially inflate interest rates for Variable Rate Demand Obligations (“VRDO”). The consolidated complaint seeks, inter alia, certification of the class of plaintiffs and treble damages. The complaint was filed on behalf of a class of municipal issuers of VRDO for which defendants served as remarketing agent. On November 2, 2020, the court granted in part and denied in part the defendants’ motion to dismiss the consolidated complaint, dismissing state law claims, but denying dismissal of the U.S. antitrust claims. On September 21, 2023, the court granted plaintiffs’ motion for class certification. On February 5, 2024, the United States Court of Appeals for the Second Circuit granted leave to appeal that decision and, on August 1, 2025, affirmed the court’s decision. On December 1, 2025, defendants filed a petition for writ of certiorari with the United States Supreme Court regarding the Second Circuit’s August 2025 decision, which the Supreme Court denied on April 20, 2026.

On February 21, 2025, the U.K. Competition and Markets Authority announced a settlement with an affiliate of the Company, as well as other financial institutions, in connection with its investigation of suspected anti-competitive arrangements in the financial services sector, specifically regarding the affiliate’s activities concerning certain liquid fixed income products between 2009 and 2012. Separately, on June 16, 2023, the affiliate and the Company, together with a number of other financial institutions, were named as defendants in a purported antitrust class action in the United States District Court for the SDNY styled Oklahoma Firefighters Pension and Retirement System v. Deutsche Bank Aktiengesellschaft, et al., alleging, inter alia, that they violated U.S. antitrust laws in connection with their alleged effort to fix prices of gilts traded in the United States between 2009 and 2013. The complaint seeks, inter alia, certification of the class of plaintiffs and treble damages. On September 16, 2024, the court granted defendants’ joint motion to dismiss, and the complaint was dismissed without prejudice. In October of 2024, the affiliate, the Company, and certain other defendants reached an agreement in principle to settle the U.S. litigation. On March 17, 2025, the court granted preliminary approval of the settlement.

On May 17, 2013, the plaintiff in IKB International S.A. in Liquidation, et al. v. Morgan Stanley, et al. filed a complaint against the Company and certain affiliates in the Supreme Court of the State of New York, New York County. The complaint alleges that defendants made material misrepresentations and omissions in the sale to the plaintiff of certain mortgage pass-through certificates backed by securitization trusts containing residential mortgage loans. The total amount of certificates allegedly sponsored, underwritten and/or sold by the Company to the plaintiff was approximately $133 million. The complaint alleges causes of action against the Company for common law fraud, fraudulent concealment, aiding and abetting fraud, and negligent misrepresentation, and seeks, inter alia, compensatory and punitive damages. On October 29, 2014, the court granted in part and denied in part the Company’s motion to dismiss. All claims regarding four certificates were dismissed. After these dismissals, the remaining amount of certificates allegedly issued by the Company or sold to the plaintiff by the Company was approximately $116

million. On August 11, 2016, the Appellate Division, affirmed the trial court’s order denying in part the Company’s motion to dismiss the complaint. On July 15, 2022, the Company filed a motion for summary judgment on all remaining claims. On March 1, 2023, the court granted in part and denied in part the Company’s motion for summary judgment, narrowing the alleged misrepresentations at issue in the case. On March 26, 2024, the Appellate Division affirmed the trial court’s summary judgment order. On August 27, 2024, the plaintiff notified the court that in light of the court’s rulings to exclude certain evidence at trial, the plaintiff could not prove its claims at trial, and requested that the court dismiss the case, subject to its right to appeal the evidentiary rulings. On August 28, 2024, the court dismissed the case, and judgment was entered in the Company’s favor. The plaintiff has appealed.

Additional lawsuits containing claims similar to those described above may be filed in the future. In the course of its business, the Company, as a major futures commission merchant, is party to various civil actions, claims and routine regulatory investigations and proceedings that the General Partner believes do not have a material effect on the business of the Company. The Company may establish reserves from time to time in connections with such actions.

Item 1A.

Risk Factors

There have been no material changes to the risk factors set forth under Part I, Item 1A. “Risk Factors.” in the Partnership’s

Annual Report on Form

10-K

for the fiscal year ended December 31, 2025 other than as disclosed in Note 6, “Financial Instrument Risks”, of the Financial Statements.

Item 2.

Unregistered Sales of Equity Securities and Use of Proceeds

For the three months ended March 31, 2026, there were no additional subscriptions. Redeemable Units are issued in reliance upon applicable exemptions from registration under Section 4(a)(2) of the Securities Act and Section 506 of Regulation D promulgated thereunder. Redeemable Units are purchased by accredited investors, as defined in Regulation D. In determining the applicability of the exemption, the General Partner relies on the fact that the Redeemable Units are purchased by accredited investors in a private offering.

Proceeds from the sale of Redeemable Units are used for the trading of commodity interests including futures and forward contracts.

The following chart sets forth the purchases of limited partner Redeemable Units for each Class by the Partnership.


Period	Class A (a) Total Number of Redeemable Units Purchased*		Class A (b) Average Price Paid per Redeemable Unit**		(c) Total Number of Redeemable Units Purchased as Part of Publicly Announced Plans or Programs		(d) Maximum Number (or Approximate Dollar Value) of Redeemable Units that May Yet Be Purchased Under the Plans or Programs
January 1, 2026 - January 31, 2026		1,029.1030	$	903.01		N/A		N/A
February 1, 2026 - February 28, 2026		607.8780	$	922.51		N/A		N/A
March 1, 2026 - March 31, 2026		353.9080	$	929.08		N/A		N/A
		1,990.8890	$	913.60

Generally, limited partners are permitted to redeem their Redeemable Units as of the end of each month on three business days’ notice to the General Partner. Under certain circumstances, the General Partner can compel redemption, although to date the General Partner has not exercised this right. Purchases of Redeemable Units by the Partnership reflected in the chart above were made in the ordinary course

the Partnership’s business in connection with effecting redemptions for limited partners.

**	Redemptions of Redeemable Units are effected as of the end of each month at the net asset value per Redeemable Unit as of that day. No fee will be charged for redemptions.

Item 3.

Defaults Upon Senior Securities

None.

Item 4.

Mine Safety Disclosures

Not applicable.

Item 5.

Other Information

The Partnership has no directors or executive officers and its affairs are

managed

by its General Partner. The General Partner is managed by a board of directors. During the fiscal quarter ended March 31, 2026, no officers or directors of the General Partner adopted, modified or terminated a “Rule

10b5-1

trading arrangement” (as defined in Item 408 of Regulation

S-K

of the Exchange Act).

There were no

“non-Rule

10b5-1

trading arrangements” (as defined in Item 408 of Regulation

S-K

of the Exchange Act) adopted, modified or terminated during the fiscal quarter ended March 31, 2026 by the directors and officers of the General Partner.

Item 6. Exhibits.

31.1 — Rule 13a-14(a)/15d-14(a) Certification (Certification of President and Director) (filed herewith).

31.2 — Rule 13a-14(a)/15d-14(a) Certification (Certification of Chief Financial Officer) (filed herewith).

32.1 — Section 1350 Certification (Certification of President and Director) (filed herewith).

32.2 — Section 1350 Certification (Certification of Chief Financial Officer) (filed herewith).

101.INS Inline XBRL Instance Document.

101.SCH Inline XBRL Taxonomy Extension Schema Document.

101.CAL Inline XBRL Taxonomy Extension Calculation Linkbase Document.

101.LAB Inline XBRL Taxonomy Extension Label Linkbase Document.

101.PRE Inline XBRL Taxonomy Extension Presentation Linkbase Document.

101.DEF Inline XBRL Taxonomy Extension Definition Linkbase Document.

104. Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101).

SIGNATURES

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


CERES TACTICAL SYSTEMATIC L.P.

By:		Ceres Managed Futures LLC
		(General Partner)

By:		/s/ Patrick T. Egan
		Patrick T. Egan
		President and Director

Date:		May 12, 2026

By:		/s/ Brooke Lambert
		Brooke Lambert
		Chief Financial Officer
		(Principal Accounting Officer)

Date:		May 12, 2026

The General Partner which signed the above is the only party authorized to act for the registrant. The registrant has no principal executive officer, principal financial officer, controller, or principal accounting officer and has no Board of Directors.

CERES TACTICAL SYSTEMATIC L.P. 10-Q