UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14C INFORMATION

Information Statement Pursuant to Section 14(c)

of the Securities Exchange Act of 1934

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American Beacon Funds

(Name of Registrant as Specified In Its Charter)

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AMERICAN BEACON EAM INTERNATIONAL SMALL CAP FUND

A Series of American Beacon Funds

220 East Las Colinas Boulevard, Suite 1200

Irving, Texas 75039

INFORMATION STATEMENT

March 17, 2023

This document is an Information Statement for the shareholders of the American Beacon EAM International Small Cap Fund (prior to January 21, 2023, the American Beacon Tocqueville International Value Fund) (“Fund”). On December 14, 2022, following a recommendation by American Beacon Advisors, Inc. (“Manager”) to do so, the Board of Trustees (“Trustees” or “Board”) of the American Beacon Funds (“Trust”) approved the appointment of EAM Global Investors LLC (“EAM” or the “Sub-Advisor”) as the sub-advisor to the Fund. Prior to January 21, 2023, Tocqueville Asset Management L.P. (“Tocqueville”) served as the sub-advisor to the Fund. Effective after the close of business on January 20, 2023, the Tocqueville Agreement (defined below) was terminated, and Tocqueville ceased to serve as the sub-advisor to the Fund. On January 21, 2023, EAM commenced managing the Fund’s assets, and the Fund’s name was changed from the American Beacon Tocqueville International Value Fund to the American EAM International Small Cap Fund. Following the appointment of EAM, the aggregate management and investment advisory fee rate payable by the Fund to the Manager and the Sub-Advisor has not increased.

This Information Statement is being furnished by the Fund in lieu of a proxy statement, pursuant to the terms of an exemptive order that the Trust has received from the Securities and Exchange Commission (“SEC Order”). Pursuant to the SEC Order, the Manager and the Trust, on behalf of the Fund, are permitted to enter into new or modified advisory agreements with existing or new unaffiliated sub-advisors with the approval of the Board, but without approval of Fund shareholders.

The purpose of this Information Statement is to provide you with information about EAM. This Information Statement also discusses the terms of the investment advisory agreement among the Trust, on behalf of the Fund, the Manager and EAM, effective December 31, 2022 (“Agreement”). This information is being provided to the Fund’s shareholders of record as of February 28, 2023. No action is required of you. We Are Not Asking You For a Proxy and You Are Requested Not To Send Us a Proxy.

INTRODUCTION

The Manager is located at 220 East Las Colinas Boulevard, Suite 1200, Irving, Texas 75039. The Manager serves as the Fund’s investment manager and administrator. In this capacity, the Manager, among other things, develops the Fund’s overall investment strategies, selects and changes sub-advisors to the Fund, allocates assets among sub-advisors, monitors and evaluates the sub-advisor’s investment performance, and monitors the sub-advisor’s compliance with the Fund’s investment objective, policies and restrictions.

The number and dollar value of the issued and outstanding shares of the Fund as of February 28, 2023 are set forth in Appendix A. Please see Appendix B for a listing of shareholders deemed to own beneficially more than 5% of the shares of any class of the Fund as of February 28, 2023. As of that date, the Trustees and officers of the Fund, as a group, owned less than 1% of the outstanding shares of beneficial interest of each class of the Fund.

You may obtain a copy of the Fund’s most recent Annual Shareholder Report and Semi-Annual Shareholder Report, free of charge, by writing to American Beacon Funds at P.O. Box 219643, Kansas City, MO 64121-9643, by calling 1-800-658-5811, or by visiting www.americanbeaconfunds.com, or you may request a copy from your financial intermediary.

APPOINTMENT OF EAM GLOBAL INVESTORS LLC

At its December 14, 2022 meeting, the Board considered the approval of the Agreement among the Manager, the Trust, on behalf of the Fund, and EAM.

Prior to the December 14, 2022 meeting, information was provided to the Board by the Sub-Advisor in response to requests from the Board and/or the Manager in connection with the Board’s consideration of the Agreement. The Investment Committee of the Board also met with representatives of the Sub-Advisor.

Provided below is an overview of the primary factors the Board considered at its December 14, 2022 meeting at which the Board considered the approval of the Agreement. In determining whether to approve the Agreement, the Board considered, among other things, the following factors: (1) the nature, extent and quality of the services to be provided; (2) the prior investment performance of a composite of similar accounts managed by the Sub-Advisor or its affiliate (the “Composite”); (3) the extent to which economies of scale, if any, have been taken into account in setting the fee schedule; (4) whether fee levels reflect these economies of scale, if any, for the benefit of investors; (5) comparisons of services and fees with contracts entered into by the Fund with the prior sub-advisor, and contracts entered into by the Sub-Advisor with other clients; and (6) any other benefits anticipated to be derived by the Sub-Advisor from its relationship with the Fund.

The Board did not identify any particular information that was most relevant to its consideration of the Agreement, and each Trustee may have afforded different weight to the various factors. Legal counsel to the Trustees who are not “interested persons” of the Trust within the meaning of Section 2(a)(19) of the Investment Company Act of 1940, as amended (“1940 Act”), provided the Board with a memorandum regarding its responsibilities pertaining to the approval of investment advisory contracts, such as the Agreement. The memorandum explained the regulatory requirements surrounding the Trustees’ process for evaluating investment advisors and the terms of investment advisory contracts. Based on its evaluation, the Board unanimously concluded that the terms of the Agreement were reasonable and fair and that the approval of the Agreement was in the best interests of the Fund.

Nature, Extent and Quality of the Services to Be Provided by the Sub-Advisor. The Board considered information regarding the Sub-Advisor’s principal business activities and overall capabilities to perform the services under the Agreement. In addition, the Board considered the background and experience of the personnel who will be assigned responsibility for managing the Fund. The Board also considered the Sub-Advisor’s investment resources, infrastructure and the adequacy of its compliance program. The Board also took into consideration the Manager’s recommendation of the Sub-Advisor. The Board considered the Sub-Advisor’s representation that its current and projected staffing levels were adequate to service the Fund. Based on this information, the Board concluded that the nature, extent and quality of the advisory services to be provided by the Sub-Advisor were appropriate for the Fund in light of its investment objective, and, thus, supported a decision to approve the Agreement.

Performance of the Sub-Advisor. The Board evaluated the information provided by the Sub-Advisor regarding the performance of the Composite relative to the performance of an appropriate benchmark index and industry peer group. The Board considered representations made by the Sub-Advisor that, for various periods ended September 30, 2022, and October 31, 2022, the Composite’s relative performance was favorable. Based on the foregoing information, the Board concluded that the historical investment performance record of the Sub-Advisor supported approval of the Agreement.

Comparisons of the Amounts to Be Paid Under the Agreement with Those Under Contracts Between the Fund and the Prior Sub-Advisor, and the Sub-Advisor and Its Other Clients. In evaluating the Agreement, the Board reviewed the proposed advisory fee rate for services to be performed by the Sub-Advisor on behalf of the Fund, and considered that, at all asset levels, the advisory fee rate was equal to the

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advisory fee rate paid by the Fund to the prior sub-advisor. The Board considered that the Sub-Advisor’s investment advisory fee rate under the Agreement would be paid to the Sub-Advisor by the Fund. The Board considered the Sub-Advisor’s representation that the advisory fee rate proposed for the Fund is favorable compared to other comparable client accounts. After evaluating this information, the Board concluded that the Sub-Advisor’s advisory fee rate under the Agreement was reasonable in light of the services to be provided to the Fund.

Costs of the Services to Be Provided and Profits to Be Realized by the Sub-Advisor and Its Affiliates from Its Relationship with the Fund. The Board did not consider the costs of the services to be provided and any profits to be realized by the Sub-Advisor from its relationship with the Fund, noting instead the arm’s-length nature of the relationship between the Manager and the Sub-Advisor with respect to the negotiation of the advisory fee rate on behalf of the Fund.

Economies of Scale. The Board considered the Sub-Advisor’s representation that it believes that the proposed advisory fee rate for the Fund reflects economies of scale for the benefit of the Fund’s investors.

Benefits to Be Derived by the Sub-Advisor from Its Relationship with the Fund. The Board considered the Sub-Advisor’s representation that it may benefit from additional soft dollar credits for proprietary and third-party research that may accrue to it because of the Sub-Advisor’s relationship with the Fund. Based on the foregoing information, the Board concluded that the potential benefits accruing to the Sub-Advisor by virtue of its relationship with the Fund appear to be fair and reasonable.

Board’s Conclusion. Based on the various considerations described above, the Board, including a majority of Trustees who are not “interested persons” of the Fund, the Manager or the Sub-Advisor, as that term is defined in the 1940 Act, concluded that the proposed investment advisory fee rate is fair and reasonable and the approval of the Agreement is in the best interests of the Fund and approved the Agreement.

DESCRIPTION OF THE EAM INVESTMENT ADVISORY AGREEMENT AND COMPARISON
TO THE TOCQUEVILLE AGREEMENT

The Agreement among EAM, the Trust, on behalf of the Fund, and the Manager, effective December 31, 2022, will continue in effect for an initial term of two years. After the initial two-year term, the Agreement will continue in effect only if it is approved annually in conformity with the requirements of the 1940 Act (and any related rules, regulations, orders, exemptions and interpretations thereunder) (i.e., by the Board or by the vote of the shareholders of a majority of the outstanding shares of the Fund, and also, in either event, by a majority of the Trustees who are not parties to the Agreement or interested persons of any such party).

Under the Agreement, EAM manages the Fund’s assets, which are allocated solely to EAM by the Manager. The Manager may change the amount of assets allocated to EAM at any time. EAM has discretion, pursuant to the Agreement, to purchase and sell securities with Fund assets in accordance with the Fund’s objectives, policies and limitations, and the more specific investment guidelines or restrictions provided by the Manager. The Manager will make investment decisions with respect to the assets that EAM determines should be invested in short-term money market instruments. EAM is subject to general supervision by the Board and officers of the Fund and the Manager. Had EAM served as the Sub-Advisor to the Fund under the Agreement throughout the fiscal year ended October 31, 2022, the aggregate investment advisory fee rate paid to the sub-advisor of 0.40% of the Fund’s average daily net assets and aggregate fees of $1,078,047 paid to the Fund’s sub-advisor would have remained the same.

The Agreement does not protect EAM against any liability to which it might be subject by reason of willful misfeasance, bad faith, gross negligence, or reckless disregard of its obligations and/or duties under the Agreement (“Disqualifying Conduct”). The Agreement will automatically and immediately terminate upon its assignment and may be terminated without penalty at any time by the Manager, by vote

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of a majority of the Board or by vote of a majority of the outstanding voting securities of the Fund on not less than thirty days’ nor more than sixty days’ written notice to EAM. EAM may also terminate the Agreement without penalty upon sixty days’ written notice to the Fund. Additionally, the Agreement may be terminated (1) upon written notice by one party to another of a material breach of the Agreement by the other party, unless it is cured within 30 days; and (2) by the Manager immediately upon written notice to EAM if EAM gives notices of any financial condition that is likely to impair its ability to fulfill its commitments under the Agreement, or if EAM otherwise becomes unable to discharge its duties and obligations (“Additional Termination Provisions”).

The terms of the Agreement are substantially similar to the terms of the investment advisory agreement among Tocqueville, the Trust, on behalf of the Fund, and the Manager (“Tocqueville Agreement”), other than the identity of the sub-advisor and the effective date. However, the Agreement incorporates certain different and additional provisions enumerating EAM’s responsibilities, including as set forth below:

• Sub-Advisor Liability. Neither the Agreement nor the Tocqueville Agreement protect the applicable sub-advisor against liability for Disqualifying Conduct. However, the Agreement extends EAM’s liability to include claims occurring in connection with any untrue statement or omission of a material fact in the Fund’s registration statement, filings, and sales materials if it was made in reliance on information provided by EAM. Additionally, the Tocqueville Agreement required the sub-advisor to indemnify the Manager, rather than the Trust and its shareholders, for any losses attributable to Disqualifying Conduct, while the Agreement requires EAM to indemnify the Manager, the Trust and its shareholders for such losses. Nevertheless, the management agreement among the Trust, on behalf of the Fund, and the Manager provides that the Manager shall be liable to the Fund in connection with any loss resulting from the Manager’s Disqualifying Conduct.

• Most Favored Nations Clause. The Agreement and the Tocqueville Agreement each include a “most favored nations” clause, which ensures that the Fund will receive the lowest fee offered by the sub-advisor to comparable accounts. The Agreement provides that: (1) the blended fee rate charged to the Fund will not exceed the blended fee rate charged to another account managed by EAM with similar investment objectives, similar servicing requirements, and of the same or smaller size (including other accounts managed for the same client); and (2) the actual annual dollar fee paid by another client of the same or larger size for whom EAM provides investment advisory services under an asset-based fee arrangement (i.e., not a performance fee arrangement) with similar investment objectives and similar servicing requirements will not be less than the annual dollar fee paid by the Fund. The Tocqueville Agreement included similar clauses; however, the criteria for the identification of comparable accounts and determination whether a fee rate is more favorable differ.

• Termination. The Tocqueville Agreement did not include the Additional Termination Provisions described above.

• Affiliate Company Resources. The Agreement makes explicit that EAM may seek assistance from and rely upon investment advisory resources available to it through its affiliates, provided the Manager has provided prior written consent, the arrangement is subject to a written agreement, and EAM does not pay a fee based on the assets of the Fund to any person providing research or investment advice to EAM without the written consent of the Manager. The Fund shall not be responsible for any additional fees or expenses from EAM’s use of such services.

• Compliance Requirements. Certain provisions of the Agreement with respect to compliance and testing matters were not included in the Tocqueville Agreement. Specifically, among other things, the Agreement explicitly requires EAM to maintain, and test, its disaster recovery, business continuity and cybersecurity programs, as well as to maintain an appropriate level of errors and omissions or professional liability insurance coverage.

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• Notification Requirements. Certain provisions of the Agreement were not included in the Tocqueville Agreement. Specifically, among other things, the Agreement requires that EAM promptly notify the Manager of: (1) any information security breach or acquisition of non-public Fund or shareholder information; (2) any financial condition that is reasonably or foreseeably likely to impair its ability to fulfill its commitments under the Agreement or disqualify it under Section 9(a) of the 1940 Act; and (3) criminal, or certain civil, compliance and administrative, actions.

• Portfolio Transactions. Certain provisions of the Agreement were not included in the Tocqueville Agreement. In particular, the Agreement explicitly clarifies the circumstances under which EAM may aggregate the Fund’s securities orders with orders from other EAM client accounts in order to obtain best execution or lower brokerage commissions, and the circumstances under which it may purchase or sell a particular security for one or more of its clients, including the Fund, in different amounts.

INFORMATION ABOUT EAM

EAM, located at 215 Highway 101, Suite 216, Solana Beach, CA 92075, was founded in 2014. EAM is a registered investment advisor. EAM is a Delaware Limited Liability Company and a majority-owned subsidiary of EAM Investors, LLC (“EAM Investors”). As of February 28, 2023, EAM had approximately $1.4 billion in assets under management.

The following table provides the name and principal occupation of the principal executive officers and directors of EAM. The address of each of the principal executive officers and directors as it relates to that person’s position with EAM is 215 Highway 101, Suite 216, Solana Beach, CA 92075.

Name	Principal Occupation*
Montie L. Weisenberger	Portfolio Manager, Managing Director
Travis T. Prentice	Chief Investment Officer, President, Chief Executive Officer, Managing Director
Derek J. Gaertner	Chief Compliance Officer, Chief Operating Officer
Frank P. Hurst	Managing Director
Joshua M. Moss	Portfolio Manager, Vice President, Managing Director
John Scripp	Portfolio Manager, Managing Director
Byron Roth	Director on the Board of Managers
Gordon Roth	Director on the Board of Managers

*None of the principal executive officers and directors of EAM listed above have principal employment other than their respective positions with EAM or positions with EAM affiliates.

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The following table provides the name and address of all parents of EAM and the basis of control of each parent by its immediate parent. The address of each is 215 Highway 101, Suite 216, Solana Beach, CA 92075.

Name	Basis of Control
EAM Investors, LLC	Direct Majority Owner
CR Financial Holdings, Inc.	Parent Company
WACO Limited, LLC	Indirect Majority Owner
Montie L. Weisenberger	EAM Employee/Owner
Travis T. Prentice	EAM Employee/Owner
Derek J. Gaertner	Officer
Frank P. Hurst	EAM Employee/Owner
Byron Roth	Owner
Gordon Roth	Director

EAM does not serve as an investment adviser or sub-adviser to any registered investment company which has investment objective(s) and strategies similar to the investment objective(s) and strategies of the Fund.

INFORMATION ABOUT TOCQUEVILLE

Prior to January 21, 2023, the assets of the Fund were allocated to Tocqueville. Effective after the close of business on January 20, 2023, the Tocqueville Agreement was terminated in connection with a determination by the Board, upon the recommendation of the Manager, that such termination was in the best interests of the Fund. On January 21, 2023, EAM commenced managing the Fund’s assets.

Principal Underwriter and Affiliated Brokers

Resolute Investment Distributors, Inc., located at 220 East Las Colinas Blvd., Suite 1200, Irving, Texas 75039, is the Fund’s principal underwriter.

During the fiscal year ended October 31, 2022, the Fund did not pay any brokerage commissions to affiliated brokers.

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AMERICAN BEACON EAM INTERNATIONAL SMALL CAP FUND

A Series of American Beacon Funds

220 East Las Colinas Boulevard, Suite 1200

Irving, Texas 75039

IMPORTANT NOTICE OF INTERNET AVAILABILITY OF INFORMATION STATEMENT

March 17, 2023

This communication presents only an overview of the more complete Information Statement that is available to you on the Internet or by mail relating to the American Beacon EAM International Small Cap Fund (prior to January 21, 2023, the American Beacon Tocqueville International Value Fund) (“Fund”), a series of American Beacon Funds (“Trust”). We encourage you to access and review all of the important information contained in the Information Statement.

On December 14, 2022, following a recommendation by American Beacon Advisors, Inc. (“Manager”) to do so, the Board of Trustees (“Trustees” or “Board”) of the Trust approved the appointment of EAM Global Investors LLC (“EAM”) as the sub-advisor to the Fund (the “Sub-Advisor”). On January 21, 2023, EAM began managing the Fund’s assets, which had previously been managed by Tocqueville Asset Management L.P. (“Tocqueville”), and Tocqueville ceased to serve as a sub-advisor to the Fund. The aggregate management and investment advisory fee rate payable by the Fund to the Manager and the Sub-Advisor has not increased.

Additional information about the Manager, EAM, the investment advisory agreement among EAM, the Manager, and the Trust, on behalf of the Fund, effective December 31, 2022 (“Agreement”), and the Board’s approval of the Agreement is contained in the Information Statement.

Pursuant to an exemptive order that the Trust has received from the Securities and Exchange Commission, the Manager, and the Trust, on behalf of the Fund, are permitted to enter into new or modified advisory agreements with existing or new unaffiliated sub-advisors with the approval of the Board, but without approval of Fund shareholders. No action is required of you. Therefore, We Are Not Asking You For a Proxy and You Are Requested Not To Send Us a Proxy.

This Notice of Internet Availability of the Information Statement (“Notice”) is being mailed on or about March 22, 2023 to the Fund’s shareholders of record as of February 28, 2023. The Fund will bear the expenses incurred in connection with preparing and delivering this notification. By sending this Notice, the Fund and the Trust are notifying you that they are making the Information Statement available to you online in lieu of mailing or sending you an email with a copy. You may print and view the full Information Statement and the Fund’s most recent Annual and Semi-Annual Shareholder Reports on the Internet at www.americanbeaconfunds.com. The Information Statement will be available on the website for at least 90 days after the date of this Notice. A paper or email copy of the Information Statement and/or the Fund’s most recent Annual and Semi-Annual Shareholder Reports may be obtained, without charge, by contacting the Fund by phone at 1-800-658-5811, on the internet at www.americanbeaconfunds.com or by e-mail at americanbeaconfunds@ambeacon.com. If you would like to receive a paper or e-mail copy of the full Information Statement, you must request one by June 23, 2023. If you have any questions about this Notice, please contact your financial advisor (if applicable) or contact the Fund at the phone number provided above.

As permitted by law, only one copy of this Notice may be delivered to shareholders residing at the same address, unless such shareholders have notified the Fund or their financial intermediary of their desire to receive multiple copies of the shareholder reports and other materials that the Fund sends. If you would like to receive an additional copy of this Notice, contact your financial intermediary or the Trust by writing to the Trust’s address or calling the telephone number shown above. The Trust will promptly deliver, upon request, a separate copy of this Notice to any shareholder residing at an address to which only one copy

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was mailed. Shareholders wishing to receive separate copies of the Trust’s shareholder reports and other materials in the future, and shareholders sharing an address that wish to receive a single copy if they are receiving multiple copies, should also send a request to their financial intermediaries or the Trust as indicated.

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APPENDIX A

AMERICAN BEACON EAM INTERNATIONAL SMALL CAP FUND

OUTSTANDING SHARES AND DOLLAR VALUE

(AS OF FEBRUARY 28, 2023)

American Beacon EAM International Small Cap Fund	Y Class	R5 Class	Investor Class
Outstanding Shares	5,943,638.20	376,921.05	4,513,396.00
Dollar Value	$93,315,119.72	$5,921,429.65	$71,311,556.85

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APPENDIX B

AMERICAN BEACON EAM INTERNATIONAL SMALL CAP FUND

BENEFICIAL OWNERS OF 5% OR MORE OF SHARES

AS OF FEBRUARY 28, 2023

AMERICAN BEACON EAM INTERNATIONAL SMALL CAP FUND - Y CLASS

Shareholder Address	Number of Shares	% of Class
AMERICAN ENTERPRISE INV SVCS* 707 2ND AVE S MINNEAPOLIS MN 55402-2405	537,541.018	9.04%
MERRILL LYNCH PIERCE FENNER & SMITH INC (HOUSE ACCOUNT)* THE AMERICAN BEACON FUNDS 4800 DEER LAKE DR EAST JACKSONVILLE FL 32246-6484	1,018,537.761	17.14%
NATIONAL FINANCIAL SERVICES LLC* FOR EXCLUSIVE BENEFIT OF OUR CUSTOMERS ATTN MUTUAL FUNDS DEPT 4TH FLOOR 499 WASHINGTON BLVD JERSEY CITY NJ 07310-1995	2,659,647.601	44.75%

AMERICAN BEACON EAM INTERNATIONAL SMALL CAP FUND - R5 CLASS

Shareholder Address	Number of Shares	% of Class
PERSHING LLC* 1 PERSHING PLZ JERSEY CITY NJ 07399-0001	108,147.598	28.69%
MID ATLANTIC TRUST COMPANY FBO TOCQUEVILLE MANAGEMENT CORPORATION 1251 WATERFRONT PLACE, SUITE 525 PITTSBURGH PA 15222-4228	135,647.618	35.99%
RELIANCE TRUST CO FBO COMERICA EB R/R PO BOX 78446 ATLANTA GA 30357	25,795.732	6.84%

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AMERICAN BEACON EAM INTERNATIONAL SMALL CAP FUND - INVESTOR CLASS

Shareholder Address	Number of Shares	% of Class
CHARLES SCHWAB & CO INC* SPECIAL CUST A/C EXCLUSIVE BENEFIT OF CUSTOMERS ATTN MUTUAL FUNDS 101 MONTGOMERY ST SAN FRANCISCO CA 94104-4151	950,718.895	21.06%
MORGAN STANLEY SMITH BARNEY LLC* FOR THE EXCLSIVE BENE OF ITS CUST 1 NEW YORK PLZ FL 39 NEW YORK NY 10004-1932	349,934.052	7.75%
NATIONAL FINANCIAL SERVICES LLC* FOR THE EXCLUSIVE BENEFIT OF OUR CUSTOMERS ATTN MUTUAL FUNDS DEPT 4TH FL 499 WASHINGTON BLVD JERSEY CITY NJ 07310-1995	1,643,192.869	36.41%
PERSHING LLC* 1 PERSHING PLZ JERSEY CITY NJ 07399-0001	325,982.060	7.22%
FIRST STATE TRUST COMPANY FBO NBT 3 2 RIGHTER PARKWAY WILMINGTON DE 19803-1532	300,257.635	6.65%

*Denotes record owner of Fund shares only.

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