Bitwise Solana Staking ETF 10-K

Item 1. Business. Summary The Bitwise Solana Staking ETF (the “Trust”) is an exchange-traded product that issues common shares of beneficial interest (“Shares”) that are listed on NYSE Arca, Inc. (the “Exchange”) under the ticker symbol “BSOL.” The Trust’s primary investment objective is to seek to provide exposure to the value of solana held by the Trust, less the expenses of the Trust’s operations and other liabilities. The Trust’s secondary investment objective is to derive additional solana through staking. In seeking to achieve its primary investment objective, the Trust will hold solana and establish its net asset value (“NAV”) by reference to the CME CF Solana – Dollar Reference Rate – New York Variant (“SOLUSD_NY”). The Trust is sponsored and managed by Bitwise Investment Advisers, LLC (the “Sponsor”). The net assets of the Trust and its Shares are valued on a daily basis with reference to the Pricing Benchmark, a standardized reference rate published by CF Benchmarks Ltd. (the “Benchmark Provider”) that is designed to reflect the performance of solana in U.S. dollars. The Pricing Benchmark is calculated by the Benchmark Provider based on an aggregation of executed trade flow of major solana trading platforms (“Constituent Platforms”). The Pricing Benchmark is calculated as of 4:00 p.m. Eastern Standard Time (“EST”). Coinbase Custody Trust Company, LLC (“Coinbase Custody” or the “Solana Custodian”) serves as the custodian for the Trust’s solana holdings and is responsible for the secure safekeeping of the Trust’s solana pursuant to a custody agreement (the “Solana Custody Agreement”). Coinbase Custody was appointed by the Sponsor and is tasked with establishing and maintaining segregated accounts to hold the Trust’s solana (the “Trust Solana Accounts”). The Solana Custodian is chartered as a New York State limited liability trust company that provides custody services for digital assets. The Solana Custodian is not insured by the Federal Deposit Insurance Corporation (the “FDIC”) but carries insurance provided by private insurance carriers. One or more of the Trust Solana Accounts, designated as the “Trust Staking Account(s),” permits the solana held therein to be staked pursuant to the Trust’s secondary investment objective. In consideration for permitting its solana to be held in the Trust Staking Account(s), the Trust will receive a portion of the additional solana earned through the staking. The Sponsor will select one or more trusted staking agents (the “Staking Agents”). Such Staking Agents operate the validators to which the Trust’s solana has been delegated for staking. Solana is a digital asset. Like all digital assets, buying, holding and selling solana is very different from buying, holding and selling more conventional investments like stocks and bonds. Stocks represent ownership in a company, entitling shareholders to a portion of the company’s profits. Bonds are debt instruments issued by corporations or governments, where the bondholder is a creditor to the issuer that is generally entitled to a stream of income payments. Ownership of stocks and bonds is typically recorded through a centralized system managed by brokers, custodians or clearinghouses. Ownership of Solana does not entitle its holders to any portion of a company’s profits or any stream of income payments. Solana is a decentralized digital asset and ownership of it is reflected on a decentralized ledger. The Trust provides investors with the opportunity to access the market for solana through a traditional brokerage account without the potential barriers to entry or risks involved with acquiring and holding solana directly. The Trust will not use derivatives that could subject the Trust to additional counterparty and credit risks. The Sponsor believes that the design of the Trust will enable certain investors to more effectively and efficiently implement strategic and tactical asset allocation strategies that use Solana by investing in the Shares rather than purchasing, holding and trading Solana directly. Investment Objectives and Strategies The Trust’s primary investment objective is to seek to provide exposure to the value of Solana held by the Trust, less the expenses of the Trust’s operations. The Trust’s secondary investment objective is to derive additional solana through staking. In seeking to achieve its primary investment objective, the Trust will hold solana and accrue the Sponsor’s management fee (the “Sponsor Fee”) in U.S. dollars. The Trust will stake a portion of its solana with the Solana Custodian. As consideration for participating in staking activities, the Trust will receive a portion of the reward generated from such participation in the form of additional solana, which may be treated as income to the Trust. The Trust will value its solana holdings, net assets and the Shares daily based on the Pricing Benchmark. The Trust is passively managed and does not pursue active management investment strategies, and the Sponsor does not actively manage 1 the solana held by the Trust. This means that the Sponsor does not sell solana at times when its price is high or acquire solana at low prices with the expectation of future price increases. It also means that the Sponsor does not make use of any of the hedging techniques available to professional solana investors to attempt to reduce the risks of losses resulting from price decreases. The Trust will not utilize leverage or any similar arrangements in seeking to meet its investment objectives. Solana will be the only digital asset held by the Trust. Although the Shares are not the exact equivalent of a direct investment in solana, they provide investors with an alternative that constitutes a relatively cost-effective way to obtain solana exposure through the securities market. The Trust may either create and redeem Shares in-kind for solana (“In-Kind Creations” and “In-Kind Redemptions,” respectively) or for cash (“Cash Creations” and “Cash Redemptions,” respectively). When the Trust creates or redeems its Shares, it will do so in blocks of 10,000 Shares (each, a “Basket”) based on the quantity of solana attributable to each Share of the Trust (net of accrued but unpaid expenses and liabilities) multiplied by the number of Shares (10,000) comprising a Basket (the “Basket Amount”). For an order to purchase (create) a Basket, the purchase shall be in the amount of solana represented by the Basket Amount (in the case of an In-Kind Creation) or the amount of U.S. dollars needed to purchase the Basket Amount (plus a per-order transaction fee), as calculated by the Administrator (as defined below) (in the case of a Cash Creation). For an order to redeem a Basket, the Sponsor shall either arrange for the Basket Amount of solana to be distributed in-kind (in the case of an In-Kind Redemption) or sold and the cash proceeds (minus a per-order transaction fee) distributed (in the case of a Cash Redemption). The Trust only creates and redeems Baskets in transactions with financial firms that are authorized to create or redeem Shares with the Trust (each, an “Authorized Participant”). In the case of In-Kind Creations and In-Kind Redemptions, an Authorized Participant or an Authorized Participant’s designee (“Authorized Participant Designee”) deposits solana directly with the Trust or receives solana directly from the Trust. Shares initially comprising the same Basket but offered by the Authorized Participants to the public at different times may have different offering prices that depend on various factors, including the supply and demand for Shares, the value of the Trust’s assets, and market conditions at the time of a transaction. The Basket Amount required to create each Basket changes from day to day. On each day that the Exchange is open for regular trading, the Administrator adjusts the quantity of solana constituting the Basket Amount as appropriate to reflect accrued expenses and any loss of solana that may occur. The computation is made by the Administrator each business day prior to the commencement of trading on the Exchange. The Administrator determines the Basket Amount for a given day by dividing the number of solana held by the Trust as of the opening of business on that business day, adjusted for the amount of solana constituting estimated accrued but unpaid fees and expenses of the Trust as of the opening of business on that business day, by the quotient of the number of Shares outstanding at the opening of business divided by 10,000. Fractions of solana smaller than 0.00000001 are disregarded for purposes of the computation of the Basket Amount. The Basket Amount so determined is communicated via electronic mail message to all Authorized Participants and made available on the Sponsor’s website for the Shares. Staking Pursuant to its secondary investment objective, the Trust will seek to earn additional solana through staking. The Trust will stake the solana held in the Trust Staking Account(s) maintained at the Solana Custodian. Under normal circumstances, the Sponsor anticipates that it will engage in staking with respect to approximately 100% of the Trust’s solana, except for solana reserved by the Sponsor in its sole discretion to facilitate foreseeable redemption transactions, pay Trust fees and expenses or otherwise protect the Trust and its assets. The Trust will disclose on its website the percentage of the Trust’s solana that was staked as of the beginning of each trading day. The Staking Agent(s) will operate the validators to which the Trust’s solana has been delegated for staking. The Trust will enter into an agreement with each Staking Agent (each, a “Staking Services Agreement”) setting forth the terms of the services provided by the Staking Agent to the Trust in connection with the Trust’s staking activities. The Sponsor will allocate the amount and percentage of solana to each Staking Agent in its sole discretion. When making this determination, in order to preserve and protect the Trust assets and ensure that the validators will properly perform validations the Sponsor will exercise diligence to (i) ensure the performance and reliability of each Staking Agent; (ii) ensure the adequacy of the safety and security policies and procedures of each Staking Agent, and (iii) consider any other factor(s) the Sponsor deems appropriate in making the allocation determination as necessary to achieve its investment objective and preserve and protect the Trust’s assets. The Sponsor may preference the use of Attestant, Ltd., an affiliate of the Sponsor, as Staking Agent. The Trust intends to arrange its affairs to limit staking so that any staking that occurs is non-discretionary, will not vary based on market conditions, and does not contain the indicia of a trade or business as provided in extant authority. 2 Staking provides the Trust with the opportunity to create and earn additional solana. The Trust will be entitled to all solana generated by the Trust’s staking, after deduction of certain staking-related expenses. These additional solana will increase the net assets of the Trust, benefiting Shareholders. Certain of such solana may be treated as income to the Trust. Purchases and Sales of Solana When the Trust conducts Cash Creations or Cash Redemptions, it is responsible for purchasing and selling solana. The Trust may also be required to sell solana to pay certain extraordinary, non-recurring expenses that are not assumed by the Sponsor. Under such circumstances, the Sponsor, on behalf of the Trust, will typically seek to buy and sell solana at a price as close to the Pricing Benchmark as practical. Such purchase and sale transactions may be conducted pursuant to two models: (i) the “Trust-Directed Trade Model”; and (ii) the “Agent Execution Model.” The Trust intends to utilize the Trust-Directed Trade Model for all purchases and sales of solana and will only utilize the Agent Execution Model in the event that no Solana Trading Counterparty (as defined below) is willing or able to effectuate the Trust’s purchase or sale of solana. Under the Trust-Directed Trade Model, the Sponsor, on behalf of the Trust, is responsible for acquiring solana from a Solana trading counterparty that has been approved by the Sponsor (each, a “Solana Trading Counterparty”). As of October 8, 2025, FalconX (d/b/a Solios, Inc.), Nonco LLC and Virtu Financial Singapore Pte Ltd. have been approved as Solana Trading Counterparties. Virtu Financial Singapore Pte Ltd. is an affiliate of Virtu Americas LLC, which is an Authorized Participant to the Trust. The Sponsor has entered into contractual agreements with the Solana Trading Counterparties, and these agreements set forth the general parameters under which a transaction in solana will be effectuated, should any transaction with a Solana Trading Counterparty occur. These agreements do not require the Sponsor to utilize any particular Solana Trading Counterparty, and do not create any contractual obligations on the part of any Solana Trading Counterparty to participate in cash orders for creations or redemptions. All transactions between the Sponsor, on behalf of the Trust, and a Solana Trading Counterparty will be done on an arm’s-length basis. Under the Agent Execution Model, Coinbase, Inc. (“Coinbase Inc.” or the “Prime Execution Agent,” which is an affiliate of the Solana Custodian), acting in an agency capacity, conducts solana purchases and sales on behalf of the Trust with third parties through its Coinbase Prime service pursuant to an agreement (the “Prime Execution Agreement”). To utilize the Agent Execution Model, the Trust may maintain some solana or cash in a trading account (the “Trading Balance”) with the Prime Execution Agent. To avoid having to pre-fund purchases or sales of solana in connection with cash creations and redemptions and sales of solana to pay Trust expenses not assumed by the Sponsor, to the extent applicable, the Trust may borrow solana or cash as trade credit (“Trade Credit”) from Coinbase Credit, Inc. (the “Trade Credit Lender”) on a short-term basis pursuant to the Coinbase Credit Committed Trade Financing Agreement (the “Trade Financing Agreement”). The Trust’s Legal Structure The Trust is a Delaware statutory trust, formed pursuant to the Delaware Statutory Trust Act (the “DSTA”). The Trust continuously issues Shares that may be purchased and sold on the Exchange. The Trust operates pursuant to the First Amended and Restated Declaration of Trust and Trust Agreement (the “Trust Agreement”), dated as of September 25, 2025. CSC Delaware Trust Company, a Delaware trust company, is the Delaware trustee of the Trust (the “Trustee”). The Trust is managed and controlled by the Sponsor pursuant to the terms of the Trust Agreement and the Sponsor Agreement, dated as of September 25, 2025, between the Trust and the Sponsor. The Sponsor is a limited liability company formed in the State of Delaware on June 4, 2018. Except as required under applicable federal law or under the rules or regulations of the Exchange, shareholders of the Trust (“Shareholders”) do not have any voting rights and take no part in the management or control of, and have no voice in, the Trust’s operations or business. The Trust Agreement and the Sponsor Agreement set forth the terms pursuant to which the Trust is operated, including the amount of the Sponsor Fee and any other fees and expenses charged to the Trust. These agreements may be amended without Shareholder approval. Although not currently intended, such amendments could potentially increase the amount of fees and expenses paid by the Trust. In the event of a material amendment to the Trust Agreement or Sponsor Agreement, including an increase in the Sponsor Fee, Shareholders will be provided notice of such amendment on the Trust’s website, through a current report on Form 8-K and/or in the Trust’s annual or quarterly reports. The Trust’s Service Providers The Sponsor Bitwise Investment Advisers, LLC serves as the Sponsor for the Trust. The Sponsor arranged for the creation of the Trust and is responsible for the ongoing registration of the Shares for their public offering in the United States and the listing of the 3 Shares on the Exchange. The Sponsor will develop a marketing plan for the Trust, will prepare marketing materials regarding the Shares, and will operate the marketing plan of the Trust on an ongoing basis. The Sponsor also oversees the additional service providers of the Trust and exercises managerial control of the Trust as permitted under the Trust Agreement. The Trustee CSC Delaware Trust Company serves as the Trustee, as required to create a Delaware statutory trust in accordance with the Trust Agreement and the DSTA. The Administrator The Bank of New York Mellon (“BNY Mellon”) serves as the Trust’s administrator (in such capacity, the “Administrator”). Under the Trust Administration and Accounting Agreement, the Administrator provides necessary administrative, tax and accounting services and financial reporting for the maintenance and operations of the Trust. In addition, the Administrator makes available the office space, equipment, personnel and facilities required to provide such services. The Administrator’s principal address is 240 Greenwich Street, New York, New York 10286. The Transfer Agent BNY Mellon serves as the transfer agent for the Trust (in such capacity, the “Transfer Agent”). The Transfer Agent: (1) issues and redeems Shares of the Trust; (2) responds to correspondence by Shareholders and others relating to its duties; (3) maintains Shareholder accounts; and (4) makes periodic reports to the Trust. The Solana Custodian Coinbase Custody Trust Company, LLC serves as the Trust’s solana Custodian pursuant to the Solana Custody Agreement. The Solana Custodian is a fiduciary under §100 of the New York Banking Law. Under the Solana Custody Agreement, the Solana Custodian is responsible for safekeeping the Solana owned by the Trust. The Solana Custodian was selected by the Sponsor. The Solana Custodian has responsibility for opening the Trust Solana Accounts and implementing the controls designed by the Sponsor for the account, as well as facilitating the transfer of Solana required for the operation of the Trust. The Solana Custodian will also enter into an agreement with the Sponsor to open a custody account to receive payment of the Sponsor Fee (the “Sponsor Solana Account”). Pursuant to the terms set forth in the Exchange-Traded Product Staking Addendum to the Solana Custody Agreement (the “Solana Staking Custody Agreement”), the Trust will maintain Trust Staking Accounts with the Solana Custodian which will allow the Trust’s solana to be staked. The Solana Custodian is a third-party limited-purpose trust company that was chartered in 2018 upon receiving a trust charter from the New York Department of Financial Services. The Solana Custodian has one of the longest track records in the industry of providing custodial services for digital asset private keys. The Sponsor believes that the Solana Custodian’s policies, procedures, and controls for safekeeping, exclusively possessing, and controlling the Trust’s solana holdings are consistent with industry best practices to protect against theft, loss, and unauthorized and accidental use of the private keys. The Trust Solana Accounts and the Sponsor Solana Account are segregated accounts and are therefore not commingled with corporate or other customer assets. The Trust may retain additional solana custodians from time to time pursuant to a solana custodian agreement to perform certain services that are typical of a solana custodian. The Sponsor may, in its sole discretion, add or terminate solana custodians at any time. The Cash Custodian The Bank of New York Mellon also serves as the Cash Custodian pursuant to an agreement between it and the Trust (the “Cash Custody Agreement”). The Cash Custodian is the custodian of the Trust’s cash holdings. The Trust may retain additional cash custodians from time to time pursuant to a cash custodian agreement to perform certain services that are typical of a cash custodian. The Sponsor may, in its sole discretion, add or terminate cash custodians at any time. The Marketing Agent 4 Foreside Fund Services, LLC (the “Marketing Agent”) is responsible for: (1) working with the Transfer Agent to review and approve, or reject, purchase and redemption orders of Shares placed by Authorized Participants with the Transfer Agent; and (2) reviewing and approving the marketing materials prepared by the Trust for compliance with applicable U.S. Securities and Exchange Commission (“SEC”) and Financial Industry Regulatory Authority (“FINRA”) advertising laws, rules, and regulations. Except for the specific, limited circumstance and time in which the Trust is using the Agent Execution Model, the Trust, the Sponsor and the service providers will not loan or pledge the Trust’s assets, nor will the Trust’s assets serve as collateral for any loan or similar arrangement. During the specific, limited circumstance and time when the Trust is using the Agent Execution Model, the Trust’s solana may be subject to a lien to secure outstanding Trade Credits in favor of the Trade Credit Lender, as is discussed in further detail below. The Trust’s Fees and Expenses The Trust will pay the unitary Sponsor Fee of 0.20% per annum of the Trust’s solana holdings. For a 3-month period commencing on October 28, 2025, the day the Shares were initially listed on the Exchange, the Sponsor has agreed to waive the entire Sponsor Fee on the first $1 billion of Trust assets. The Sponsor Fee is paid by the Trust to the Sponsor as compensation for services performed under the Trust Agreement and Sponsor Agreement. Except during periods in which all or a portion of the Sponsor Fee is being waived, the Sponsor Fee will accrue daily and will be payable in solana monthly in arrears. The Administrator will calculate the Sponsor Fee on a daily basis by applying a 0.20% annualized rate to the Trust’s total solana holdings, and the amount of Solana payable in respect of each daily accrual shall be determined by reference to the Pricing Benchmark. The NAV of the Trust is reduced each day by the amount of the Sponsor Fee calculated each day. On or about the last day of each month, an amount of solana will be transferred from a Trust Solana Account to the Sponsor Solana Account equal to the sum of all daily Sponsor Fees accrued for the month in U.S. dollars divided by the Pricing Benchmark on the last day of the month. The Trust is not responsible for paying any fees or costs associated with the transfer of solana to the Sponsor. The Sponsor, from time to time, may temporarily waive all or a portion of the Sponsor Fee in its sole discretion. The Sponsor may notify Shareholders of its intent to commence, or cease, waiving the Sponsor Fee on the Trust’s website, through a current report on Form 8-K and/or in the Trust’s annual or quarterly reports. In exchange for the Sponsor Fee, the Sponsor has agreed to assume and pay the normal operating expenses of the Trust, which include the Trustee’s monthly fee and out-of-pocket expenses, the fees of the Trust’s regular service providers (Cash Custodian, Solana Custodian, Prime Execution Agent, Marketing Agent, Transfer Agent and Administrator), exchange listing fees, tax reporting fees, SEC registration fees, printing and mailing costs, audit fees and up to $500,000 per annum in ordinary legal fees and expenses. The Sponsor may determine in its sole discretion based upon prevailing circumstances to assume legal fees and expenses of the Trust in excess of $500,000 per annum. The Sponsor will also pay the costs of the Trust’s organization. The additional solana generated by the Trust’s staking program will be subject to fees shared among the Staking Agent(s) and the Sponsor. The amounts owed or paid to the Staking Agent(s) and the Sponsor are collectively referred to as the “Staking Expenses”. The Staking Expenses will equal 6% of the amount of the additional solana generated by the staking of the Trust’s solana. For a 3-month period commencing on the day the Shares are initially listed on the Exchange, the Sponsor has agreed to reimburse the Trust for all Staking Expenses incurred on the first $1 billion of Trust assets. The Staking Expenses will reduce the amount of solana generated from the staking of the Trust’s solana that is ultimately retained by the Trust. The Trust’s NAV will reflect the amount of solana the Trust is entitled to under its staking program after deduction of all Staking Expenses. Transfers of solana to and from a Trust Solana Account to a Solana Trading Counterparty, an Authorized Participant or an Authorized Participant Designee are “on-chain” transactions represented on the blockchain. Transfer fees with respect to this on-chain transfer of solana will be paid by the Solana Custodian. The Solana Custodian will not pay such transfer fees using Trust assets. The Trust may incur certain extraordinary, non-recurring expenses that are not assumed by the Sponsor, including, but not limited to, taxes and governmental charges, any applicable brokerage commissions, financing fees, expenses and costs of any extraordinary services performed by the Sponsor (or any other service provider) on behalf of the Trust to protect the Trust or the Shareholders (including, for example, in connection with any fork of the solana Network, any Incidental Rights (as defined 5 below) and any IR Asset (as defined below)), any indemnification of the Cash Custodian, Solana Custodian, Prime Execution Agent, Transfer Agent, Administrator or other agents, service providers or counterparties of the Trust, and extraordinary legal fees and expenses, including any legal fees and expenses incurred in connection with litigation, regulatory enforcement or investigation matters. The Administrator and/or the Sponsor will direct the Solana Custodian to transfer Solana from a Trust Solana Account to the Sponsor Solana Account to pay the Sponsor Fee and any other Trust expenses not assumed by the Sponsor. To pay for expenses not assumed by the Sponsor that are denominated in U.S. dollars, the Sponsor, on behalf of the Trust, may sell the Trust’s solana as necessary to pay such expenses. Custody of the Trust’s Assets The Trust’s Solana Custodian will maintain custody of all of the Trust’s solana, other than that which is maintained in a trading account (the “Trading Balance”) with Coinbase, Inc. (“Coinbase Inc.” or the “Prime Execution Agent,” which is an affiliate of the Solana Custodian), in the Trust Solana Accounts. The Trading Balance will only be used in the limited circumstances in which the Trust is using the Agent Execution Model to effectuate the purchases and sales of solana. The Solana Custodian provides safekeeping of digital assets using a multi-layer cold storage security platform designed to provide offline security of the digital assets held by the Solana Custodian. However, the Solana Custodian is not a banking institution or otherwise a member of the FDIC and, therefore, deposits held with or assets held by the Solana Custodian are not insured by the FDIC. In addition, neither the Trust nor the Sponsor insures the Trust’s solana. The Solana Custodian has insurance coverage as a subsidiary under its parent company, Coinbase Global, Inc., which procures fidelity (e.g., crime) insurance to protect the organization from risks such as theft of funds. Specifically, the fidelity program provides coverage for the theft of funds held in hot or cold storage. The insurance program is provided by a syndicate of industry-leading insurers. The insurance program does not cover, insure or guarantee the performance of the Trust. The solana in the Trust Solana Accounts may be held across multiple wallets, any of which will feature the following safety and security measures to be implemented by the Solana Custodian: • Cold Storage: Cold storage in the context of solana means keeping the reserve of solana offline, which is a widely used security precaution, especially when dealing with a large amount of solana. Solana held under custodianship with the Solana Custodian will be kept in high-security, offline, multi-layer cold storage vaults. This means that the private keys, the cryptographic component that allows a user to access solana, are stored offline on hardware that has never been connected to the internet. Storing the private key offline minimizes the risk of the solana being stolen. The Sponsor expects that all of the Trust’s solana will be held in cold storage of the Solana Custodian on an ongoing basis. In connection with creations or redemptions, the Trust will, under most circumstances, process redemptions by selling solana from the portion of its solana held in cold storage. • Private Keys: All private keys are securely stored using multiple layers of high-quality encryption and in Solana Custodian-owned offline hardware vaults in secure environments. No customers or third parties are given access to the Solana Custodian’s private keys. • Whitelisting: Transactions are only sent to vetted, known addresses. The Solana Custodian’s platform supports pre-approval and test transactions. The Solana Custodian requires authentication when adding or removing addresses for whitelisting. All instructions to initiate a whitelist addition or removal must be submitted via the Coinbase Custody platform. When a whitelist addition or removal request is initiated, the initiating user will be prompted to authenticate its request using a two-factor authentication key. A consensus mechanism on the Coinbase Custody platform dictates how many approvals are required in order for the consensus to be achieved to add or remove a whitelisted address. Only when the consensus is met is the underlying transaction considered officially approved. An account’s roster and user roles are maintained by the Solana Custodian in a separate log, an Authorized User List (“AUL”). Any changes to the account’s roster must be reflected on an updated AUL first and executed by an authorized signatory. • Audit Trails: Audit trails exist for all movement of solana within Solana Custodian-controlled solana wallets and are audited annually for accuracy and completeness by an independent external audit firm. In addition to the above measures, in accordance with the Solana Custody Agreement, solana held in custody with the Solana Custodian will be segregated from both the proprietary property of the Solana Custodian and the assets of any other customer in accounts that clearly identify the Trust as the owner of the accounts. Under the rare and limited circumstances when the Trust is utilizing the Agent Execution Model to acquire solana pursuant to a Cash Creation, a portion of the Trust’s solana holdings and cash holdings may be held with the Prime Execution Agent in the Trading Balance. The Trust will only utilize the Agent Execution Model when the Trust-Directed Trading Model is unavailable. Within the Trust’s Trading Balance, the Prime Execution Agreement provides that the Trust does not have an 6 identifiable claim to any particular solana (and cash). Instead, the Trust’s Trading Balance represents an entitlement to a pro rata share of the solana (and cash) the Prime Execution Agent holds on behalf of customers who hold similar entitlements against the Prime Execution Agent. In this way, the Trust’s Trading Balance represents an omnibus claim on the Prime Execution Agent’s Solana (and cash) held on behalf of the Prime Execution Agent’s customers. The Prime Execution Agent holds the solana associated with customer entitlements across a combination of omnibus cold wallets, omnibus “hot” wallets (meaning wallets whose private keys are generated and stored online, in internet-connected computers or devices) or in omnibus accounts in the Prime Execution Agent’s name on a trading venue (including third-party venues and the Prime Execution Agent’s own execution venue) where the Prime Execution Agent executes orders to buy and sell solana on behalf of its clients. Within such omnibus hot and cold wallets and accounts, the Prime Execution Agent has represented to the Sponsor that it keeps the majority of assets in cold wallets, to promote security, while the balance of assets is kept in hot wallets to facilitate rapid withdrawals. However, the Sponsor has no control over, and for security reasons the Prime Execution Agent does not disclose to the Sponsor, the percentage of solana that the Prime Execution Agent holds for customers holding similar entitlements as the Trust, which are kept in omnibus cold wallets, as compared to omnibus hot wallets or omnibus accounts in the Prime Execution Agent’s name on a trading venue. The Prime Execution Agent has represented to the Sponsor that the percentage of assets maintained in cold versus hot storage is determined by ongoing risk analysis and market dynamics, in which the Prime Execution Agent attempts to balance anticipated liquidity needs for its customers as a class against the anticipated greater security of cold storage. To the extent that the Trust engages an additional Solana Custodian in the future (a “Future Solana Custodian,” and with Coinbase Custody, the “Solana Custodians”), other than the solana held with the Prime Execution Agent in the Trust’s Trading Balance, the Sponsor will allocate the Trust’s solana between the Trust Solana Accounts at Coinbase Custody and the special account that holds the Trust’s solana at the Future Solana Custodian (the “Future Trust Solana Account”). In determining the amount and percentage of the Trust’s solana to allocate to each Trust Solana Account, the Sponsor will consider (i) the concentration of the Trust’s solana at each Solana Custodian, (ii) the Sponsor’s assessment of the safety and security policies and procedures of each Solana Custodian, (iii) the insurance policies of each Solana Custodian, (iv) the fees and expenses associated with the storage of the Trust’s solana at each Solana Custodian, (v) the fees and expenses associated with the transfer to or from the Trust Solana Account at each Solana Custodian, and (vi) any other factor the Sponsor deems relevant in making the allocation determination. The Sponsor does not intend to disclose the amount or percentage of the Trust’s solana held at either Coinbase Custody or the Future Solana Custodian, and the Sponsor may change the allocation between the Solana Custodians at any time and without notice to Shareholders. The fees and expenses associated with the transfer of solana between the Trust Solana Account at each Solana Custodian will be borne by the Sponsor, not the Trust or the Shareholders. Any transfer of solana between the Trust Solana Account at each Solana Custodian will occur “on-chain” over the Solana network. On-chain transactions are subject to all of the risks of the Solana network, including the risk that transactions will be made erroneously and are generally irreversible. The Trust relies on the Cash Custodian to hold any cash related to the Cash Creation and Cash Redemption of Shares, purchase or sale of solana or held for payment of expenses not assumed by the Sponsor. The Transfer Agent will facilitate the settlement of Shares in response to the placement of creation and redemption orders from Authorized Participants. Solana and the Solana Network Solana is a digital asset that is created and transmitted through the operations of a peer-to-peer, decentralized network of computers that operates on cryptographic protocols (the Solana network). No single entity is known to own or operate the Solana network, the infrastructure of which is collectively maintained by what is understood to be a decentralized user base. The Solana network allows people to exchange tokens of value, called solana, which are recorded on a public transaction ledger known as a blockchain. Solana can be used to pay for goods and services, including computational power on the Solana network, or it can be converted to fiat currencies, such as the U.S. dollar, at rates determined on digital asset trading platforms or in individual end-user-to-end-user transactions under a barter system. Furthermore, the Solana network was designed to allow users to write and implement smart contracts—that is, general-purpose code that executes on every computer in the network and can instruct the transmission of information and value based on a sophisticated set of logical conditions. Using smart contracts, users can create markets, store registries of debts or promises, represent the ownership of property, move funds in accordance with conditional instructions and create digital assets other than solana on the Solana network. Smart contract operations are executed on the solana blockchain in exchange for payment of solana. Like the Ethereum Network, the Solana network is one of a number of projects intended to expand blockchain use beyond just a peer-to-peer money system. 7 The Solana protocol introduced the Proof-of-History (PoH) timestamping mechanism. PoH automatically orders on-chain transactions by creating a historical record that proves an event has occurred at a specific moment in time. PoH is intended to provide a transaction processing speed and capacity advantage over other blockchain networks like Bitcoin Network and Ethereum Network, which rely on sequential production of blocks and can lead to delays caused by validator confirmations. PoH is a new blockchain technology that is not widely used. PoH may not function as intended. For example, it may require more specialized equipment to participate in the network and fail to attract a significant number of users, or may be subject to outages or fail to function as intended. In addition, there may be flaws in the cryptography underlying PoH, including flaws that affect functionality of the Solana network or make the network vulnerable to attack. In addition to the PoH mechanism described above, the Solana network uses a proof-of-stake consensus mechanism to incentivize solana holders to validate transactions. Unlike proof-of-work, in which miners expend computational resources to compete to validate transactions and are rewarded coins in proportion to the amount of computational resources expended, in proof-of-stake, validators risk or “stake” coins to compete to be randomly selected to validate transactions and are rewarded coins in proportion to the amount of coins staked. Any malicious activity, such as disagreeing with the eventual consensus or otherwise violating protocol rules, results in the forfeiture or “slashing” of a portion of the staked coins. Proof-of-stake is viewed as more energy efficient and scalable than proof-of-work and is sometimes referred to as “virtual mining.” The Solana protocol was first conceived by Anatoly Yakovenko in a 2017 whitepaper. Development of the Solana network is overseen by the Solana Foundation, a Swiss non-profit organization, and Solana Labs, Inc. (Solana Labs), a Delaware corporation, which administered the original network launch and token distribution. Although Solana Labs and the Solana Foundation continue to exert significant influence over the direction of the development of solana, the Solana network, like the Ethereum Network, is understood to be decentralized and does not require governmental authorities or financial institution intermediaries to create, transmit or determine the value of solana. In order to own, transfer or use solana directly on the Solana network (as opposed to through an intermediary, such as a custodian), a person generally must have internet access to connect to the Solana network. Solana transactions may be made directly between end-users without the need for a third-party intermediary. To prevent the possibility of double-spending solana, a user must notify the Solana network of the transaction by broadcasting the transaction data to its network peers. The Solana network provides confirmation against double-spending by memorializing every transaction in the solana blockchain, which is publicly accessible and transparent. This memorialization and verification against double-spending is accomplished through the Solana network validation process, which adds “blocks” of data, including recent transaction information, to the solana blockchain. Unlike other blockchains that rely solely on sequential production of blocks through proof-of-work or proof-of-stake mechanisms, however, the Solana network introduces PoH, which creates a historical record that proves an event has occurred at a specific moment in time. Smart Contracts and Development on the Solana Network Smart contracts are programs that run on a blockchain that can execute automatically when certain conditions are met. Smart contracts facilitate the exchange of anything representative of value, such as money, information, property, or voting rights. Using smart contracts, users can send or receive digital assets, create markets, store registries of debts or promises, represent ownership of property or a company, move funds in accordance with conditional instructions and create new digital assets. Development on the Solana network involves building more complex tools on top of smart contracts, such as decentralized apps (“DApps”) and organizations that are autonomous, known as decentralized autonomous organizations (“DAOs”). For example, a company that distributes charitable donations on behalf of users could hold donated funds in smart contracts that are paid to charities only if the charity satisfies certain pre-defined conditions. In total, as of December 31, 2025, nearly 400 DApps are currently built on the Solana network, including DApps in the collectible non-fungible token, gaming, music streaming, and decentralized finance categories Additionally, the Solana network has been used for decentralized finance (“DeFi”), or open finance platforms, which seek to democratize access to financial services, such as borrowing, lending, custody, trading, derivatives and insurance, by removing third-party intermediaries. DeFi can allow users to lend and earn interest on their digital assets, exchange one digital asset for another and create derivative digital assets such as stablecoins, which are digital assets pegged to a reserve asset such as fiat currency. In addition, the Solana network and other smart contract platforms have been used for creating non-fungible tokens (“NFTs”). 8 Unlike digital assets native to smart contract platforms which are fungible and enable the payment of fees for smart contract execution. Instead, NFTs allow for digital ownership of assets that convey certain rights to other digital or real world assets. This new paradigm allows users to own rights to other assets through NFTs, which enable users to trade them with others on the Solana network. For example, an NFT may convey rights to a digital asset that exists in an online game or a DApp, and users can trade their NFT in the DApp or game, and carry them to other digital experiences, creating an entirely new free-market internet-native economy that can be monetized in the physical world. Summary of a Solana Transaction Prior to engaging in solana transactions directly on the Solana network, a user generally must first install on its computer or mobile device a Solana network software program that will allow the user to generate a private and public key pair associated with a solana address. The Solana network software program and the solana address also enable the user to connect to the Solana network and transfer solana to, and receive solana from, other users. Each Solana network address, or wallet, is associated with a unique “public key” and “private key” pair. To receive solana, the solana recipient must provide its public key to the party initiating the transfer. This activity is analogous to a recipient for a transaction in U.S. dollars providing a routing address in wire instructions to the payor so that cash may be wired to the recipient’s account. The payor approves the transfer to the address provided by the recipient by “signing” a transaction that consists of the recipient’s public key with the private key of the address from where the payor is transferring the solana. The recipient, however, does not make public or provide to the sender its related private key. Neither the recipient nor the sender reveal their private keys in a transaction, because the private key authorizes transfer of the funds in that address to other users. Therefore, if a user loses his or her private key, the user may permanently lose access to the solana contained in the associated address. Likewise, solana is irretrievably lost if the private key associated with them is deleted and no backup has been made. When sending solana, a user’s Solana network software program must validate the transaction with the associated private key. In addition, since every computation on the Solana network requires processing power, there is a transaction fee involved with the transfer that is paid by the payor the resulting digitally validated transaction is sent by the user’s Solana network software program to the Solana network validators to allow transaction confirmation. Solana network validators record and confirm transactions when they validate and add blocks of information to the solana blockchain. When a validator is selected to validate a block, it creates that block, which includes data relating to (i) the verification of newly submitted and accepted transactions and (ii) a reference to the prior block in the Solana blockchain to which the new block is being added. The validator becomes aware of outstanding, unrecorded transactions through the data packet transmission and distribution discussed above. Upon the addition of a block of solana transactions, the Solana network software program of both the spending party and the receiving party will show confirmation of the transaction on the solana blockchain and reflect an adjustment to the solana balance in each party’s Solana network public key, completing the solana transaction. Once a transaction is confirmed on the solana blockchain, it is irreversible. Some solana transactions are conducted “off-blockchain” and are therefore not recorded in the solana blockchain. These “off-blockchain transactions” involve the transfer of control over, or ownership of, a specific digital wallet holding solana or the reallocation of ownership of certain solana in a pooled-ownership digital wallet, such as a digital wallet owned by a digital asset trading platform. In contrast to on-blockchain transactions, which are publicly recorded on the solana blockchain, information and data regarding off-blockchain transactions are generally not publicly available. Therefore, off-blockchain transactions are not truly solana transactions in that they do not involve the transfer of transaction data on the Solana network and do not reflect a movement of solana between addresses recorded in the solana blockchain. For these reasons, off-blockchain transactions are subject to risks as any such transfer of solana ownership is not protected by the protocol behind the Solana network or recorded in, and validated through, the blockchain mechanism. Solana Market and Solana Digital Asset Trading Platforms Solana can be transferred in direct peer-to-peer transactions through the direct sending of solana over the solana blockchain from one solana address to another. Among end-users, solana can be used to pay other members of the Solana network for goods and services under what resembles a barter system. Consumers can also pay merchants and other commercial businesses for goods or services through direct peer-to-peer transactions on the solana blockchain or through third-party service providers. 9 In addition to using solana to engage in transactions, investors may purchase and sell solana to speculate as to the value of solana in the solana market, or as a long-term investment to diversify their portfolio. The value of solana within the market is determined, in part, by the supply of and demand for solana in the global solana market, market expectations for the adoption of solana as a store of value, the number of merchants that accept solana as a form of payment, and the volume of peer-to-peer transactions, among other factors. Solana spot markets provide investors with a website that permits investors to open accounts with the spot market and then purchase and sell solana. Prices for trades on solana spot markets are typically reported publicly. An investor opening a trading account must deposit an accepted government-issued currency into their account with the spot market, or a previously acquired digital asset, before they can purchase or sell assets on the spot market. The process of establishing an account with a solana spot market and trading solana is different from, and should not be confused with, the process of users sending solana from one solana address to another solana address on the solana blockchain. This latter process is an activity that occurs on the Solana network, while the former is an activity that occurs entirely on the private website operated by the spot market. The spot market typically records the investor’s ownership of solana in its internal books and records, rather than on the solana blockchain. The spot market ordinarily does not transfer solana to the investor on the solana blockchain unless the investor makes a request to the spot market to withdraw the solana in their exchange account to an off-exchange solana wallet. Outside of spot markets, solana can be traded OTC in transactions that are not publicly reported. The OTC market is largely institutional in nature, and OTC market participants generally consist of institutional entities, such as firms that offer two-sided liquidity for solana, investment managers, proprietary trading firms, high-net-worth individuals that trade solana on a proprietary basis, entities with sizeable solana holdings, and family offices. The OTC market provides a relatively flexible market in terms of quotes, price, quantity, and other factors, although it tends to involve large blocks of solana. The OTC market has no formal structure and no open-outcry meeting place. Parties engaging in OTC transactions will agree upon a price—often via phone or email—and then one of the two parties will then initiate the transaction. For example, a seller of solana could initiate the transaction by sending the solana to the buyer’s solana address. The buyer would then wire U.S. dollars to the seller’s bank account. OTC trades are sometimes hedged and eventually settled with concomitant trades on solana spot markets. Authorized Participants will deliver, or facilitate the delivery of, solana or cash to the Trust’s account with the Solana Custodian in exchange for Shares of the Trust, and the Trust, through the Solana Custodian, will deliver solana or cash when such Authorized Participants redeem Shares of the Trust. Creation of New Solana Initial Creation of Solana Unlike other digital assets such as bitcoin, which are solely created through a progressive mining process, 500 million solana were created in connection with the launch of the Solana network. The initial 500 million solana were distributed as follows: Investors : 189 million solana, or 37.8% of the supply, was sold in private sales to venture capital and other investors conducted between 2018 to 2021. Solana Foundation : 52 million solana, or 10.4% of the supply, was distributed to the Solana Foundation for operational costs incurred in the development of the Solana network. Solana Labs, Inc. : 64 million solana, or 12.8% of the supply, was retained by Solana Labs to be used, at least in part, to compensate the employees of Solana Labs. Community : 195 million solana, or 39.0% of the supply, was distributed to the Solana Foundation to be deployed as bounties, incentive programs, marketing and grants. Following the launch of the Solana network, solana supply increases through a progressive minting process . Proof-of-Stake Process Unlike proof-of-work, in which validators expend computational resources to compete to validate transactions and are rewarded coins in proportion to the amount of computational resources expended, in proof-of-stake, validators risk or “stake” coins using the Solana network protocol to compete to be randomly selected to validate transactions and are rewarded coins 10 in proportion to the amount of coins staked. Any malicious activity, such as validating multiple blocks, disagreeing with the eventual consensus or otherwise violating protocol rules, could result in the forfeiture or “slashing” of a portion of the staked coins. Proof-of-stake is believed by some to be more energy efficient and scalable than proof-of-work. Every 12 seconds, approximately, a new block is added to the solana blockchain with the latest transactions processed by the network, and results in the creation of an amount of new Solana and earns a portion of the transaction fees paid by users. Limits on Solana Supply The rate at which new solana supply has been minted and put into circulation has varied since network launch. Additionally, the solana protocol reduces the solana supply by eliminating 50% of transaction fees paid to the network. As a result, net changes in solana supply are expected to vary in the future. At network launch, the solana circulating supply was 8 million solana. Between network launch and December 31, 2025, the circulating supply of solana increased by roughly 6,938% to approximately 563 million solana. In February 2021, the solana supply inflation rate was changed from 0.1% to a new initial inflation rate of 8%. The 8% initial inflation rate is scheduled to decline in 15% increments until a long-term inflation rate of 1.5% is reached. As of June 1, 2025, the solana supply issuance rate was approximately 4.6% on an annual basis before any offsets for eliminated transaction fees. Solana Protocol Development and Modifications Historically the Solana network’s development has been overseen by Solana Labs, the Solana Foundation and other core developers. The Solana Foundation and core developers are able to access and alter the Solana network source code and, as a result, they are responsible for quasi-official releases of updates and other changes to the Solana network’s source code. For example, in March 2020, the Solana network launched the Mainnet Beta version of the Solana network, one month after launching the testnet, Tour de SOL. Solana Labs led the development of these reference implementations. The release of updates to the Solana network’s source code does not guarantee that the updates will be automatically adopted. Users and nodes must accept any changes made to the solana source code by downloading the proposed modification of the Solana network’s source code. A modification of the Solana network’s source code is only effective with respect to the solana users that download it. If a modification is accepted only by a percentage of users and validators, a division in the Solana network will occur such that one network will run the pre-modification source code and the other network will run the modified source code. Such a division is known as a “fork.” See “RISK FACTORS—Risks Associated with Solana and the Solana network — A temporary or permanent “fork” or a “clone” of the Solana network could adversely affect the value of the Shares.” Consequently, as a practical matter, a modification to the source code become part of the Solana network only if accepted by participants collectively having a majority of the processing power on the Solana network. Core development of the solana source code has increasingly focused on modifications of the solana protocol to increase speed and scalability and also allow for financial and non-financial next generation uses. The Trust’s activities will not directly relate to such projects, though such projects may utilize Solana as tokens for the facilitation of their non-financial uses, thereby potentially increasing demand for solana and the utility of the Solana network as a whole. Conversely, projects that operate and are built within the solana blockchain may increase the data flow on the Solana network and could either “bloat” the size of the solana blockchain or slow confirmation times. Forms of Attack Against the Solana Network All networked systems are vulnerable to various kinds of attacks. As with any computer network, the Solana network contains certain flaws. For example, the Solana network is currently vulnerable to a “51% attack” (though the numerical thresholds vary in proof-of-stake) where, if a party or group were to gain control of more than the relevant threshold of the staked solana, a malicious actor would be able to gain full control of the network and the ability to manipulate the solana blockchain. As of December 31, 2025, the top three largest staking pools controlled approximately 12% of the solana staked on the Solana network. In addition, many digital asset networks have been subjected to a number of denial of service attacks, which has led to temporary delays in block creation and in the transfer of solana. 11 For example, on September 14, 2021, the Solana network experienced a significant disruption, later attributed to a type of denial of service attack, and was offline for 17 hours, only returning to full functionality 24 hours later. While persons associated with Solana Labs and/or the Solana Foundation are understood to have played a key role in bringing the network back online, the broader community also played a key role, as solana validators coordinated to upgrade and restart the network. Any similar attacks on the Solana network that impact the ability to transfer solana could have a material adverse effect on the price of solana and the value of the Shares. Market Participants Validators Validators range from solana enthusiasts to professional operations that design and build dedicated machines and data centers, including “clusters,” which are groups of validators that act cohesively and combine their processing to confirm transactions. When a validator confirms a transaction, the validator and any associated stakers earn transaction fees and generate new tokens. During the course of ordering transactions and validating blocks, validators may be able to prioritize certain transactions in return for increased transaction fees, an incentive system known as “Maximal Extractable Value” or MEV. For example, in blockchain networks that facilitate DeFi protocols in particular, such as the Ethereum Network, users may attempt to gain an advantage over other users by offering greater transaction fees. Validators less commonly capture MEV in the Solana network because, unlike the Ethereum Network, it does not publicly expose transactions before they are accepted by a validator. However, some efforts are underway to help Solana Validators consistently capture MEV. Investment and Speculative Sector This sector includes the investment and trading activities of both private and professional investors and speculators. Historically, larger financial services institutions are publicly reported to have limited involvement in investment and trading in digital assets, although the participation landscape is beginning to change. Currently, there is relatively limited use of digital assets in the retail and commercial marketplace in comparison to relatively extensive use by speculators, and a significant portion of demand for digital assets is generated by speculators and investors seeking to profit from the short- or long-term holding of digital assets. Retail Sector The retail sector includes users transacting in direct peer-to-peer solana transactions through the direct sending of solana over the Solana network. The retail sector also includes transactions in which consumers purchase goods and services from commercial or service businesses through direct transactions or third-party service providers, although the use of solana as a means of payment is still developing and has not yet been accepted in the same manner as bitcoin or ether due to its infancy and because solana has a different purpose than bitcoin and ether. Service Sector This sector includes companies that provide a variety of services including the buying, selling, payment processing and storing of solana. As solana continues to grow in acceptance, it is anticipated that service providers will expand the currently available range of services and that additional parties will enter the service sector for solana. Competition As of February 11, 2026, more than 17,000 other digital assets, as tracked by CoinGecko.com , have been developed since the inception of bitcoin, which is currently the most developed digital asset because of the length of time it has been in existence, the investment in the infrastructure that supports it, and the network of individuals and entities that are using bitcoin in transactions. While solana has enjoyed some success in its limited history, the aggregate value of outstanding solana is smaller than that of bitcoin and may be eclipsed by the more rapid development of other digital assets. The Trust and Solana Prices Overview of the Trust The Trust’s primary investment objective is to seek to provide exposure to the value of solana held by the Trust, less the expenses of the Trust’s operations. The Trust’s secondary investment objective is to derive additional solana through staking. 12 In seeking to achieve its primary investment objective, the Trust will hold solana and will value its net assets and the Shares daily based on the Pricing Benchmark. Solana will be the only digital asset held by the Trust. The Sponsor believes that the Trust will provide a cost-efficient way for investors to implement strategic and tactical asset allocation strategies that use solana by investing in the Shares rather than purchasing, holding and trading solana directly. The latter alternative would require an investor to acquire solana by selecting a digital asset trading platform and opening an account or arranging a private transaction, and initiating a fiat transaction to initiate or settle such acquisition. An investor would then also be required to custody such solana by selecting a retail or institutional custodial platform or establishing a personal computer or hardware security module-based system capable of transacting directly on the blockchain, and incurring the risk associated with cybersecurity and maintaining a private key that is irrecoverable if lost, among other difficulties. Purchase and Sale of Solana When the Trust conducts Cash Creations or Cash Redemptions, it is responsible for purchasing and selling solana. The Trust may also be required to sell solana to pay certain extraordinary, non-recurring expenses that are not assumed by the Sponsor. Under such circumstances, the Sponsor, on behalf of the Trust, will typically seek to buy and sell solana at a price as close to the Pricing Benchmark as practical. When choosing between potential counterparties, the Sponsor may consider factors other than simply the most favorable price. However, the most favorable price will be the predominant factor in determining the counterparty with which the Sponsor effectuates the contemplated transaction. Other factors that the Sponsor may consider include the size of the proposed order, as well as a counterparty’s execution capabilities, reliability and responsiveness. The Trust’s purchase and sale of solana may be conducted pursuant to either of two models: (i) the “Trust-Directed Trade Model”; or the (ii) the “Agent Execution Model.” The Trust intends to utilize the Trust-Directed Trade Model for all purchases and sales of solana and will only utilize the Agent Execution Model in the event that no Solana Trading Counterparty is able or willing to effectuate the Trust’s purchase or sale of solana. Trust-Directed Trade Model Under the Trust-Directed Trade Model, the Sponsor, on behalf of the Trust, is responsible for acquiring solana from a solana trading counterparty that has been approved by the Sponsor (each, a Solana Trading Counterparty). The Sponsor has entered into contractual agreements with the Solana Trading Counterparties, and these agreements set forth the general parameters under which a transaction in solana will be effectuated, should any transaction with a Solana Trading Counterparty occur. These agreements do not require the Sponsor to utilize any particular Solana Trading Counterparty, and do not create any contractual obligations on the part of any Solana Trading Counterparty to participate in cash orders for creations or redemptions. All transactions between the Sponsor, on behalf of the Trust, and a Solana Trading Counterparty will be done on an arm’s-length basis. While it is expected and intended that the Solana Trading Counterparties are unaffiliated third-parties it is possible that a Solana Trading Counterparty may on any given day be or become considered an affiliate of the Trust if it acquires Shares in an amount that would cause it to become considered an affiliate of the Trust, as the Shares are publicly traded. Solana Trading Counterparties are not required to have a custody account with the Solana Custodian. When seeking to purchase or sell solana on behalf of the Trust, the Sponsor will typically seek to buy and sell solana at a price as close to the Pricing Benchmark as practical from any of the approved Solana Trading Counterparties. Upon notification that the Trust needs to purchase or sell solana, the Sponsor will obtain indicative prices from multiple Solana Trading Counterparties at which they would be willing to execute the contemplated transaction. The Sponsor then determines the Solana Trading Counterparty with which it wishes to transact and records the rationale for that determination. Once agreed upon, the transaction will generally occur on an “over-the-counter” basis. Transfers of Solana to and from the Trust Solana Accounts to the Solana Trading Counterparty are “on-chain” transactions represented on the Solana network. Transfer fees with respect to this on-chain transfer of solana will be paid by the Solana Custodian. The Sponsor maintains a process for approving and monitoring Solana Trading Counterparties, which is overseen by the Bitwise Portfolio Oversight Committee, which is responsible for investment activities and related risk, as well as counterparty risk. All Solana Trading Counterparties must be approved by the Bitwise Portfolio Oversight Committee before the Sponsor, on behalf of the Trust, will engage in transactions with the entity. The Bitwise Portfolio Oversight Committee continuously reviews all approved Solana Trading Counterparties at its quarterly meetings and will reject the approval of any previously approved Solana Trading Counterparty if new information arises regarding the entity that puts the appropriateness of that entity as an approved solana trading counterparty in doubt. In considering which Solana Trading Counterparties to approve, the Bitwise Portfolio Oversight Committee has instituted rigorous policies and procedures that include, but are not limited 13 to, (i) a review of all sanctioned entities, including, but not limited to, the various categories of sanctioned persons and entities identified by the Office of Foreign Assets Control; (ii) a review of all publicly available information regarding the entity, including a review of all information that has been filed pursuant to the requirements of U.S. or non-U.S. regulators, with a particular emphasis on the identity of the entity’s owners, disclosure events and reports of disciplinary action; and (iii) a review of the entity’s policies and procedures regarding various topics, including, but not limited to, anti-money laundering and “know-your-customer” requirements, trade surveillance, auditing and testing and cybersecurity capabilities. As of December 31, 2025, Coinbase, Inc., Cumberland DRW LLC, FalconX (d/b/a Solios, Inc.), Flow Traders B.V., CMI Cayman Limited, JSCT, LLC, Nonco Group LLC, Virtu Financial Singapore Pte. Ltd., and Wintermute Trading Ltd. have been approved as Solana Trading Counterparties. Virtu Financial Singapore Pte Ltd. is an affiliate of Virtu Americas LLC, which is an Authorized Participant to the Trust. Agent Execution Model In the event that every Solana Trading Counterparty is either unable or unwilling to effectuate the Trust’s purchase or sale of solana, the Sponsor, on behalf of the Trust, may execute the trade using the Agent Execution Model. Under the Agent Execution Model, the Prime Execution Agent, an affiliate of the Solana Custodian, acting in an agency capacity, conducts solana purchases and sales on behalf of the Trust with third parties through its Coinbase Prime service pursuant to the Prime Execution Agreement. To avoid having to pre-fund purchases or sales of solana, the Trust may borrow solana or cash as Trade Credit from the Trade Credit Lender on a short-term basis pursuant to the Trade Financing Agreement. As the Trust intends to conduct nearly all purchases and sales of solana pursuant to the Trust-Directed Trade Model, under normal conditions, it expects to keep very little or no solana in the Trading Balance with the Prime Execution Agent. In the case of a purchase of solana, the extension of Trade Credits allows the Trust to purchase solana through the Prime Execution Agent on the date the Trust wishes to effectuate the transaction (for instance, on the evening of the day when an order to create Shares is received), with such solana being deposited in the Trust’s Trading Balance. On the day following a trade when Trade Credits have been utilized, the Trust uses cash (for instance, from the Authorized Participant who submitted the creation order) to repay the Trade Credits borrowed from the Trade Credit Lender. The solana purchased by the Trust is then swept from the Trust’s Trading Balance with the Prime Execution Agent to the Trust Solana Accounts with the Solana Custodian pursuant to a regular end-of-day sweep process. Transfers of solana into the Trust’s Trading Balance are off-chain transactions and transfers from the Trust’s Trading Balance to the Trust Solana Accounts are “on-chain” transactions represented on the Solana network. Any financing fee owed to the Trade Credit Lender is deemed part of trade execution costs and embedded in the trade price for each transaction. In the case of a sale of solana, the Trust enters into a transaction to sell solana through the Prime Execution Agent for cash. The Trust’s Trading Balance with the Prime Execution Agent may not be funded with solana on the date the Trust wishes to effectuate the transaction (for instance, on the evening a day when an order to redeem Shares is received) because the solana remains in the Trust Solana Accounts with the Solana Custodian. In those circumstances the Trust may borrow Trade Credits in the form of solana from the Trade Credit Lender, which allows the Trust to sell solana through the Prime Execution Agent at the desired time, and the cash proceeds are deposited in the Trust’s Trading Balance with the Prime Execution Agent. On the business day following the trade, the Trust will use the solana that is moved from the Trust Solana Accounts with the Solana Custodian to the Trading Balance with the Prime Execution Agent to repay the Trade Credits borrowed from the Trade Credit Lender. Transfers of solana from the Trust Solana Accounts to the Trust’s Trading Balance are “on-chain” transactions represented on the Solana network. Any financing fee owed to the Trade Credit Lender is deemed part of trade execution costs and embedded in the trade price for each transaction. The CME CF Solana – Dollar Reference Rate – New York Variant The net assets of the Trust and its Shares are valued on a daily basis with reference to the CME CF Solana – Dollar Reference Rate – New York Variant, the Pricing Benchmark, a standardized reference rate published by CF Benchmarks Ltd., the Benchmark Provider, that is designed to reflect the performance of solana in U.S. dollars. The Pricing Benchmark was created to facilitate financial products based on solana. It serves as a once-a-day benchmark rate of the U.S. dollar price of solana (USD/SOL), calculated as of 4:00 p.m. EST. The Pricing Benchmark aggregates the trade flow of several major solana trading venues, during an observation window between 3:00 p.m. and 4:00 p.m. EST into the U.S. dollar price of one solana at 4:00 p.m. EST. The Pricing Benchmark currently uses substantially the same methodology as the CME CF Solana Reference Rate, the SRR, including utilizing the same constituent solana exchanges, except that the Pricing Benchmark is calculated as of 4:00 p.m. EST, whereas the SRR is calculated as of 4:00 p.m. London time. The Pricing Benchmark, which was introduced 14 on September 16, 2024, is based on materially the same methodology (except calculation time) as the SRR, which was first introduced on April 25, 2022. The Pricing Benchmark is designed based on the IOSCO Principles for Financial Benchmarks. The Trust uses the Pricing Benchmark to calculate its NAV, which is the aggregate U.S. dollar value of solana in the Trust, based on the Pricing Benchmark, less its liabilities and expenses. “NAV per Share” is calculated by dividing NAV by the number of Shares currently outstanding. NAV and NAV per Share are not measures calculated in accordance with GAAP. NAV is not intended to be a substitute for the Trust’s Principal Market NAV calculated in accordance with GAAP, and NAV per Share is not intended to be a substitute for the Trust’s Principal Market NAV per Share calculated in accordance with GAAP. The Sponsor, in its sole discretion, may cause the Trust to price its portfolio based upon an index, benchmark or standard other than the Pricing Benchmark at any time, with prior notice to the Shareholders, if investment conditions change or the Sponsor believes that another index, benchmark or standard better aligns with the Trust’s investment objectives and strategy. The Sponsor may make this decision for a number of reasons, including, but not limited to, a determination that the Pricing Benchmark price of solana differs materially from the global market price of solana and/or that third parties are able to purchase and sell solana on public or private markets not included among the Constituent Platforms, and such transactions may take place at prices materially higher or lower than the Pricing Benchmark price. The Sponsor, however, is under no obligation whatsoever to make such changes in any circumstance. In the event that the Sponsor intends to establish the Trust’s NAV by reference to an index, benchmark or standard other than the Pricing Benchmark, it will provide Shareholders with notice in a current report on Form 8-K or in the Trust’s annual or quarterly reports. Pricing Benchmark Methodology The Pricing Benchmark is calculated based on the “Relevant Transactions” (as defined below) of all of its constituent solana trading venues (the “Constituent Platforms”) as follows: • All Relevant Transactions are added to a joint list, recording the time of execution, trade price and size for each transaction. • The list is partitioned by timestamp into twelve (12) equally sized time intervals of five (5) minutes in length. • For each partition separately, the volume-weighted median trade price is calculated from the trade prices and sizes of all Relevant Transactions, i.e., across all Constituent Platforms. A volume-weighted median differs from a standard median in that a weighting factor, in this case trade size, is factored into the calculation. • The Pricing Benchmark is then determined by the equally weighted average of the volume medians of all partitions. As of December 31, 2025, the Constituent Platforms included in the Pricing Benchmark were Bitstamp, Coinbase, Crypto.com, Gemini, Kraken and LMAX Digital. • Bitstamp: A U.K.-based exchange registered as an MSB with FinCEN and licensed as a virtual currency business under the NYDFS BitLicense as well as a money transmitter in various U.S. states. It is also regulated as a Payments Institution within the European Union and is registered as a Crypto Asset business with the U.K. FCA. • Coinbase: A U.S.-based exchange registered as an MSB with FinCEN and licensed as a virtual currency business under the NYDFS BitLicense as well as a money transmitter in various U.S. states. Subsidiaries operating internationally are further regulated as e-money providers (Republic of Ireland, Central Bank of Ireland) and Major Payment Institutions (Singapore, Monetary Authority of Singapore). • Crypto.com: A Singapore-based trading platform that has entities registered as MSBs with FinCEN, and that is licensed as a money transmitter in various U.S. states and chartered as a non-depository trust company by the New Hampshire Banking Department. Crypto.com does not hold a BitLicense. • Gemini: A U.S.-based exchange that is licensed as a virtual currency business under the NYDFS BitLicense. It is also registered with FinCEN as an MSB and is licensed as a money transmitter in various U.S. states. It is also registered with the FCA as a Crypto Asset Business. • Kraken: A U.S.-based exchange that is registered as an MSB with FinCEN in various U.S. states, Kraken is registered with the FCA as a Crypto Asset Business and is authorized by the Central Bank of Ireland as a Virtual Asset Service Provider. Kraken also holds a variety of other licenses and regulatory approvals, including from the Canadian Securities Administrators. 15 • LMAX Digital: A Gibraltar-based exchange regulated by the Gibraltar Financial Services Commission as a DLT provider for execution and custody services. LMAX Digital does not hold a BitLicense and is part of LMAX Group, a U.K.-based operator of an FCA-regulated Multilateral Trading Facility and Broker-Dealer. An oversight function is implemented by the Benchmark Provider in seeking to ensure that the Pricing Benchmark is administered through the Benchmark Provider’s codified policies for index integrity. The Pricing Benchmark is administered through the Benchmark Provider’s codified policies for index integrity, including a conflicts-of-interest policy, a control framework, an accountability framework, and an input data policy. It is also subject to the U.K. BMR regulations, compliance with which regulations has been subject to a Limited Assurance Audit under the ISAE 3000 standard as of September 12, 2022, which is publicly available. The Pricing Benchmark is subject to oversight by the CME CF Oversight Committee. The CME CF Oversight Committee shall be comprised of at least five members, including at least: (i) two who are representatives of CME; (ii) one who is a representative of CF Benchmarks Ltd.; and (iii) two who bring expertise and industry knowledge relating to benchmark determination, issuance and operations. The CME CF Oversight Committee meets no less frequently than quarterly. The CME CF Oversight Committee’s Founding Charter and quarterly meeting minutes are publicly available. The Sponsor, in its sole discretion, may cause the Trust to price its portfolio based upon an index, benchmark or standard other than the Pricing Benchmark at any time, with prior notice to the Shareholders, if investment conditions change or the Sponsor believes that another index, benchmark or standard better aligns with the Trust’s investment objective and strategy. The Sponsor may make this decision for a number of reasons, including, but not limited to, a determination that the Pricing Benchmark price of solana differs materially from the global market price of solana and/or that third parties are able to purchase and sell solana on public or private markets not included among the Constituent Platforms, and such transactions may take place at prices materially higher or lower than the Pricing Benchmark price. The Sponsor, however, is under no obligation whatsoever to make such changes in any circumstance. In the event that the Sponsor intends to establish the Trust’s NAV by reference to an index, benchmark or standard other than the Pricing Benchmark, it will provide Shareholders with notice in a prospectus supplement and/or through a Current Report on Form 8-K or in the Trust’s annual or quarterly reports. Calculation of Net Asset Value Under normal circumstances, the Trust’s only asset will be solana and, under limited circumstances, cash. The Trust’s solana is carried, for financial statement purposes, at fair value, as required by the U.S. generally accepted accounting principles (“GAAP”). The Trust’s NAV will be determined by the Administrator once each Exchange trading day at 4:00 p.m. EST, or as soon thereafter as practicable. The NAV for a normal trading day will be released after 4:00 p.m. EST. Trading during the core trading session on the Exchange typically closes at 4:00 p.m. EST. However, NAVs are not officially struck until later in the day (often by 5:30 p.m. and almost always by 8:00 p.m.). The pause between 4:00 p.m. and 5:30 p.m. (or later) provides an opportunity for the Sponsor to algorithmically detect, flag, investigate, and correct unusual pricing should it occur. The Administrator will calculate the NAV of the Trust by multiplying the number of solana held by the Trust by the Pricing Benchmark for such day, adding any additional receivables and subtracting the accrued but unpaid expenses and liabilities of the Trust. The Trust’s NAV per Share is calculated by dividing the Trust’s NAV by the number of Shares then outstanding. The Administrator will determine the price of the Trust’s solana by reference to the Pricing Benchmark, which is published between 4:00 p.m. and 4:30 p.m. EST on every calendar day. The methodology used to calculate the Pricing Benchmark price to value solana in determining the NAV of the Trust may not be deemed consistent with GAAP. To the extent the methodology used to calculate the Pricing Benchmark is deemed inconsistent with GAAP, the Trust will utilize an alternative GAAP-consistent pricing source for purposes of the Trust’s periodic financial statements. The Trust’s periodic financial statements may not utilize the NAV of the Trust determined by reference to the Pricing Benchmark to the extent the methodology used to calculate the Pricing Benchmark is deemed not to be consistent with GAAP. The Trust’s periodic financial statements are prepared in accordance with the Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) Topic 820, “Fair Value Measurements and Disclosures” (“ASC Topic 820”) and utilize an exchange-traded price from the Trust’s principal market for solana on the Trust’s financial statement measurement date. The Sponsor determines in its sole discretion the valuation sources and policies used to prepare the Trust’s financial statements in accordance with GAAP. The Trust has engaged a third-party vendor to obtain a price from a principal market for solana, which is determined and designated by such third-party vendor daily based on its consideration of several exchange characteristics, including oversight, and the volume and frequency of trades. Under GAAP, such a price is expected to be deemed a Level 1 input in accordance with the ASC Topic 820 because it is expected to be a quoted price in active markets for identical assets or liabilities. The Trust's NAV and NAV per Share are presented in this Annual Report on Form 16 10-K and are reconciled against GAAP metrics in the financial statements as set forth in Item 8. Financial Statements and Supplementary Data. Calculation and Dissemination of ITV The Trust utilizes the CME Solana Real Time Price to calculate an Indicative Trust Value (“ITV”). The ITV is disseminated on a per-Share basis every 15 seconds during regular Exchange trading hours of 9:30 a.m. to 4:00 p.m. EST. The ITV will be calculated by ICE Data Indices, LLC using the prior day’s closing NAV per Share of the Trust as a base and updating that value throughout the trading day to reflect changes in the most recently reported price level of the CME Solana Real Time Price. The ITV disseminated during the Exchange core trading session hours should not be viewed as an actual real-time update of the NAV, because NAV per Share is calculated only once at the end of each trading day based upon the relevant end-of-day values of the Trust’s investments. The ITV will be disseminated on a per-Share basis every 15 seconds during regular Exchange core trading session hours of 9:30 a.m. EST to 4:00 p.m. EST. The Exchange will disseminate the ITV value through the facilities of CTA/CQ High Speed Lines that allow for high-speed data transmission. In addition, the ITV will be published on the Exchange’s website and will be available through online information services such as Bloomberg and Reuters. The ITV (which is based upon the CME Solana Real Time Price) may differ from the NAV (which is based upon the Pricing Benchmark) due to differences in how the CME Solana Real Time Price and Pricing Benchmark are calculated. While the Pricing Benchmark is calculated as described in the section above entitled “THE TRUST AND SOLANA PRICES—–The CME CF Solana – Dollar Reference Rate – New York Variant,” the CME Solana Real Time Price is calculated once per second, in real time by utilizing the order books of solana—U.S. dollar trading pairs operated by all Constituent Platforms. An “order book” is a list of buy and sell orders with associated limit prices and sizes that have not yet been matched, that is reported and disseminated by CF Benchmarks Ltd., as the CME Solana Real Time Price calculation agent. The order books are aggregated into one consolidated order book by the CME Solana Real Time Price calculation agent and the bid-price volume curve, ask-price volume curve, mid-price volume curve and mid-spread volume curve are calculated. The mid-price volume curve is the average of the bid-price volume curve (which maps transaction volume to the marginal price per cryptocurrency unit a seller is required to accept in order to sell this volume to the consolidated order book) and the ask-price volume curve (which maps a transaction volume to the marginal price per cryptocurrency unit a buyer is required to pay in order to purchase this volume from the consolidated order book). The mid-price volume curve is weighted by the normalized probability density of the exponential distribution up to the utilized depth (utilized depth being calculated as the maximum cumulative volume for which the mid-spread volume curve does not exceed a certain percentage deviation from the mid price). The CME Solana Real Time Price is then given by the sum of the weighted mid-price volume curve obtained in the previous step. Dissemination of the ITV provides additional information that is not otherwise available to the public and may be useful to investors and market professionals in connection with the trading of the Shares on the Exchange. Investors and market professionals will be able throughout the trading day to compare the market price of the Trust and the ITV. If the market price of the Shares diverges significantly from the ITV, market professionals will have an incentive to execute arbitrage trades. For example, if the Trust appears to be trading at a discount compared to the ITV, a market professional could buy the Shares on the Exchange and sell short futures contracts. Such arbitrage trades can tighten the tracking between the market price of the Trust and the ITV and thus can be beneficial to all market participants. Creation and Redemption of Shares When the Trust creates or redeems its Shares, it will do so only in Baskets (blocks of 10,000 Shares) based on the quantity of solana attributable to each Share of the Trust (net of accrued but unpaid expenses and liabilities) multiplied by the number of Shares comprising a Basket (10,000). This is called the “Basket Amount.” The Basket Amount required to create each Basket changes from day to day. On each day that the Exchange is open for regular trading, the Administrator adjusts the quantity of solana constituting the Basket Amount as appropriate to reflect accrued expenses and any loss of Solana that may occur. The computation is made by the Administrator each business day prior to the commencement of trading on the Exchange. The Administrator determines the Basket Amount for a given day by dividing the number of solana held by the Trust as of the opening of business on that business day, adjusted for the amount of solana constituting estimated accrued but unpaid fees and expenses of the Trust as of the opening of business on that business day, by the quotient of the number of Shares outstanding at the opening of business, multiplied by 10,000. Fractions of solana smaller than 0.00000001 are disregarded for purposes of the computation of the Basket Amount. The Basket Amount so determined is communicated via electronic mail message to all Authorized Participants and made available on the Sponsor’s website for the Shares. The Exchange also publishes the Basket Amount determined by the Administrator as indicated above. 17 The Trust may either create and redeem Shares in-kind for solana (In-Kind Creations and In-Kind Redemptions, respectively) or for cash (Cash Creations and Cash Redemptions, respectively). When the Trust creates or redeems its Shares, it does so in blocks of 10,000 Shares (each, a Basket) based on the quantity of solana attributable to each Share of the Trust (net of accrued but unpaid expenses and liabilities) multiplied by the number of Shares (10,000) comprising a Basket (the Basket Amount). In connection with an In-Kind Creation Order, an Authorized Participant shall deliver or cause to be delivered by an Authorized Participant Designee to the Solana Custodian the amount of solana represented by the Basket Amount. In connection with a Cash Creation Order, an Authorized Participant shall deliver to the Transfer Agent the amount of U.S. dollars needed to purchase the Basket Amount of solana, as well as the per-order transaction fee. In connection with a Redemption Order, an Authorized Participant shall deliver to the Trust’s account at DTC the Basket(s) to be redeemed. To the extent such order is an In-Kind Redemption Order, the Sponsor shall arrange for a Basket Amount of solana to be distributed to a solana account designated by the Authorized Participant or Authorized Participant Designee. To the extent such order is a Cash Redemption Order, the Sponsor shall arrange for the Basket Amount of solana to be sold and the resulting U.S. dollars to be distributed to the Authorized Participant. Authorized Participants Authorized Participants are the only persons that may place orders to create and redeem Baskets. Authorized Participants must be (1) registered broker-dealers or other securities market participants, such as banks and other financial institutions, that are not required to register as broker-dealers to engage in securities transactions described below, and (2) DTC Participants. To become an Authorized Participant, a person must enter into an Authorized Participant Agreement. The Authorized Participant Agreement provides the procedures for the creation and redemption of Baskets and for the delivery of the solana, cash or Shares required for such creation and redemptions. The Authorized Participant Agreement and the related procedures attached thereto may be amended by the Trust, without the consent of any Shareholder or Authorized Participant. Authorized Participants must pay the Transfer Agent a non-refundable fee for each Creation Order and Redemption Order they place. The transaction fee may be waived, reduced, increased or otherwise changed by the Sponsor in its sole discretion. Authorized Participants who make deposits with the Trust in exchange for Baskets receive no fees, commissions or other form of compensation or inducement of any kind from either the Trust or the Sponsor, and no such person will have any obligation or responsibility to the Sponsor or the Trust to effect any sale or resale of Shares. Each Authorized Participant will be required to be registered as a broker-dealer under the Exchange Act and a member in good standing with FINRA, or exempt from being or otherwise not required to be licensed as a broker-dealer or a member of FINRA, and will be qualified to act as a broker or dealer in the states or other jurisdictions where the nature of its business so requires. Certain Authorized Participants may also be regulated under federal and state banking laws and regulations. Each Authorized Participant has its own set of rules and procedures, internal controls and information barriers as it determines is appropriate in light of its own regulatory regime. Under the Authorized Participant Agreement, the Sponsor, and the Trust under limited circumstances, have agreed to indemnify the Authorized Participants against certain liabilities, including liabilities under the 1933 Act, and to contribute to the payments the Authorized Participants may be required to make in respect of those liabilities. Creation Procedures On any business day, an Authorized Participant may create Shares by placing a Creation Order to purchase one or more Baskets with the Transfer Agent through the Marketing Agent in exchange for solana or cash. Such orders are subject to approval by the Marketing Agent and Transfer Agent. For purposes of processing Creation Orders and Redemption Orders, a “business day” means any day other than a day when the Exchange is closed for regular trading. Creation Orders must be placed by 3:59 p.m., EST or the close of regular trading on the Exchange, whichever is earlier, for In-Kind Creation Orders, or 2:00 p.m., EST, or two hours before the close of regular trading on the Exchange, whichever is earlier, for Cash Creation Orders (the “Order Cut-Off Time”). The Order Cut-Off Time may be modified by the Sponsor in its sole discretion. The day on which a Creation Order is accepted by the Transfer Agent is considered the “Creation Order Date.” The Sponsor may in its sole discretion limit the number of Shares created pursuant to Creation Orders on any specified day without notice to the Authorized Participants and may direct the Marketing Agent to reject any Creation Orders in excess of such capped amount. The Sponsor may choose to limit the number of Shares created pursuant to Creation Orders when it deems so doing to be in the best interest of Shareholders. It may choose to do so when it believes the market is too volatile to execute a solana transaction, when it believes the price of solana is being inconsistently, irregularly, or discontinuously 18 published from solana trading venues and other data sources, or when it believes other similar circumstances may create a scenario in which accepting Creation Orders would not be in the best interests of the Shareholders. The Sponsor does not believe that the Trust’s ability to arrive at such a determination will have a significant impact on the Shares in the secondary market because it believes that the ability to create Shares would be reinstated shortly after such determination is made, and any entity desiring to create Shares would be able to do so once the ability to create Shares is reinstated. However, it is possible that such a determination would cause the Shares to trade at premiums or discounts relative to the Trust’s NAV on the secondary market if arbitrageurs believe that there is risk that the creation and redemption process is not available, as this process is a component of keeping the price of the Shares on the secondary market closely aligned to the Trust’s NAV. The manner by which creations are made is dictated by the terms of the Authorized Participant Agreement. By placing an In-Kind Creation Order, an Authorized Participant agrees to facilitate (either directly or through an Authorized Participant Designee) the deposit of solana with the Solana Custodian. An Authorized Participant who places an In-Kind Creation Order is responsible for facilitating the delivery of the required amount of solana to a Trust Solana Account at the Solana Custodian by 3:00 p.m. EST, on the business day following the Creation Order Date. The Authorized Participant or Authorized Participant Designee will normally send the required solana in an “on chain” transaction over the Solana network. Such on chain transactions are subject to the risks associated with Solana network transactions, including the irreversibility of transactions made in error or unavoidable delays due to Solana network congestion. Upon receipt of the required amount of solana in a Trust Solana Account at the Solana Custodian, the Sponsor will notify the Transfer Agent that the solana has been deposited. The Transfer Agent will then direct DTC to credit the number of Shares created to the Authorized Participant’s DTC account. By placing a Cash Creation Order, an Authorized Participant agrees to deposit, or cause the deposit of, cash with the Trust in an equivalent amount of cash equal to the required amount of solana as described above, multiplied by the Pricing Benchmark price, plus any additional cash required to account for the price at which the Trust agrees to purchase the requisite amount of solana to the extent it is greater than the Pricing Benchmark price on each Creation Order Date. On each Creation Order Date, the Administrator will communicate to the Authorized Participant the full cash amount required to settle the transaction. Authorized Participants may not withdraw a creation request. If an Authorized Participant fails to consummate the foregoing, the Creation Order will be cancelled. The Sponsor causes to be published each night the amount of solana that will be acquired in exchange for each Creation Order, from which can be computed the estimated amount of cash required to create each Basket, prior to accounting for any additional cash required to acquire the requisite amount of solana if the price paid by the Trust is in excess of the Pricing Benchmark on each Creation Order Date. If the amount of cash required to acquire the requisite amount of solana is less than the amount deposited by the Authorized Participant, the full amount of cash deposited by the Authorized Participant will be returned to the Authorized Participant (at the Authorized Participant’s expense) and the Authorized Participant will then re-send the correct amount. An Authorized Participant who places a Cash Creation Order is responsible for facilitating the delivery of the required amount of cash to the Cash Custodian by 3:00 p.m. EST, on the business day following the Creation Order Date. Pursuant to a Cash Creation, the Trust is responsible for acquiring solana, which it may do pursuant to two different models: (i) the “Trust-Directed Trade Model,” and the (ii) the “Agent Execution Model.” Under the Trust-Directed Trade Model, the Sponsor, on behalf of the Trust, is responsible for acquiring solana from an approved Solana Trading Counterparty in an amount equal to the Basket Amount. When seeking to purchase solana on behalf of the Trust, the Sponsor will seek to purchase solana at a price as close to the Pricing Benchmark as practical. Once the trade has been agreed upon with a Solana Trading Counterparty, the transaction will generally occur on an “over-the-counter” basis. Transfers of solana from the Solana Trading Counterparty to a Trust Solana Account are “on-chain” transactions represented on the Solana network. Upon receipt of the deposit amount of solana in a Trust Solana Account at the Solana Custodian from the Solana Trading Counterparty, the Solana Custodian will notify the Sponsor that the solana has been received. The Sponsor will then notify the Transfer Agent that the solana has been received, and the Transfer Agent will direct DTC to credit the number of Shares ordered to the Authorized Participant’s DTC account and will wire the cash previously sent by the Authorized Participant to the Solana Trading Counterparty to complete settlement of the Cash Creation Order and the acquisition of the solana by the Trust. If the Solana Trading Counterparty fails to deliver the solana to the Solana Custodian, no cash is sent from the Cash Custodian to the Solana Trading Counterparty, no Shares are transferred to the Authorized Participant’s DTC account, the cash is returned to the Authorized Participant, and the Cash Creation Order is cancelled. Under the Agent Execution Model, the Prime Execution Agent, acting in an agency capacity, conducts solana purchases on behalf of the Trust with third parties through its Coinbase Prime service pursuant to the Prime Execution Agreement. On the evening of the Creation Order Date, the Trust enters into a transaction to buy solana through the Prime Execution Agent for 19 cash. Because the Trust’s Trading Balance may not be funded with cash on the Creation Order Date for the purchase of solana in connection with the Cash Creation Order under the Agent Execution Model, the Trust may borrow Trade Credits in the form of cash from the Trade Credit Lender pursuant to the Trade Financing Agreement or may require the Authorized Participant to deliver the required cash for the Cash Creation Order on the Creation Order Date. The extension of Trade Credits on the Creation Order Date allows the Trust to purchase solana through the Prime Execution Agent on the Creation Order Date, with such solana being deposited in the Trust’s Trading Balance. On the day following the Creation Order Date, the “Creation Order Settlement Date,” the Trust delivers Shares to the Authorized Participant’s DTC account in exchange for cash received from the Authorized Participant. Where applicable, the Trust uses the cash to repay the Trade Credits borrowed from the Trade Credit Lender. On the Creation Order Settlement Date for a Cash Creation Order utilizing the Agent Execution Model, the solana associated with the Creation Order and purchased on the Creation Order Date is swept from the Trust’s Trading Balance with the Prime Execution Agent to a Trust Solana Account with the Solana Custodian pursuant to a regular end-of-day sweep process. Transfers of solana into the Trust’s Trading Balance are off-chain transactions and transfers from the Trust’s Trading Balance to a Trust Solana Account are “on-chain” transactions represented on the solana Network. Any financing fee owed to the Trade Credit Lender is deemed part of trade execution costs and embedded in the trade price for each transaction. Accordingly, such costs are borne by the Authorized Participant. As between the Trust and the Authorized Participant, the expense and risk of the difference between the value of solana calculated by the Administrator for daily valuation using the Pricing Benchmark and the price at which the Trust acquires the solana will be borne solely by the Authorized Participant to the extent that the Trust pays more for solana than the price used by the Trust for daily valuation. Any such additional cash amount will be included in the amount of cash calculated by the Administrator on the Creation Order Date, communicated to the Authorized Participant on the Creation Order Date, and wired by the Authorized Participant to the Cash Custodian on the Creation Order Settlement Date. Rejection of Creation Orders The Sponsor or its designee has the absolute right, but does not have any obligation, to reject any Creation Order or deposit of cash or solana for any reason, including if the Sponsor determines that: • the Creation Order is not in proper form; • it would not be in the best interest of the Shareholders; • the acceptance of the Creation Order would have adverse tax consequences to the Trust or its Shareholders; • the acceptance or receipt of which would, in the opinion of counsel to the Sponsor, be unlawful; or • circumstances outside the control of the Trust, the Sponsor, the Marketing Agent, the Transfer Agent, the Cash Custodian or the Solana Custodian make it, for all practical purposes, not feasible to process Baskets (including if the Sponsor determines that the investments available to the Trust at that time will not enable it to meet its investment objectives). None of the Sponsor, the Marketing Agent, the Cash Custodian or the Solana Custodian will be liable for the rejection of any Creation Order. Redemption Procedures On any business day, an Authorized Participant may place a Redemption Order with the Transfer Agent through the Marketing Agent to redeem one or more Baskets. Redemption Orders must be placed by 3:59 p.m., EST or the close of regular trading on the Exchange, whichever is earlier, for In-Kind Redemption Orders, or 2:00 p.m., EST, or the close of regular trading on the Exchange, whichever is earlier, for Cash Redemption Orders (the “Redemption Order Cut-Off Time”). The Redemption Order Cut-Off Time may be modified by the Sponsor in its sole discretion. A Redemption Order will be effective on the date it is accepted by the Transfer Agent (“Redemption Order Date”). The redemption distribution from the Trust in exchange for a redemption of Shares consists of a movement of the Basket Amount of Solana or cash representing the Basket Amount of solana, less any trading expenses incurred by the Trust in liquidating the solana, to the redeeming Authorized Participant or its designee. An Authorized Participant may not withdraw a Redemption Order without the prior consent of the Sponsor in its discretion. In the case of an In-Kind Redemption Order, the redemption distribution from the Trust consists of a movement of solana to the designated wallet address of the Authorized Participant or Authorized Participant Designee. The Authorized Participant must deliver the Shares represented by the Basket to be redeemed to the Trust’s DTC account by end of day EST on the 20 second business day following the Redemption Order Date (the “Redemption Order Settlement Date”). Once the Authorized Participant has delivered the Shares represented by the Basket to be redeemed to the Trust’s DTC account and the Transfer Agent has notified the Sponsor that the Shares have been deposited, the Sponsor will cause the transfer of the requisite amount of solana to the Authorized Participant or Authorized Participant Designee. This transfer of solana from the Trust to the Authorized Participant or Authorized Participant Designee will normally be done pursuant to an “on chain” transaction over the Solana network. Such on chain transactions are subject to the risks associated with Solana network transactions, including the irreversibility of transactions made in error or unavoidable delays due to Solana network congestion. Under the Trust-Directed Trade Model pursuant to a Cash Redemption Order, the procedures by which an Authorized Participant can redeem one or more Baskets mirror the procedures for the creation of Baskets under the Trust-Directed Trade Model with an additional safeguard on solana being removed from a Trust Solana Account, which will not occur until cash has been received by the Cash Custodian in an amount equal to the Basket Amount of solana multiplied by the price at which the Trust agrees with the Solana Trading Counterparty to sell the solana on the Redemption Order Date. When seeking to sell solana on behalf of the Trust, the Sponsor will seek to sell solana at a price as close to the Pricing Benchmark as practical. Once the trade has been agreed upon with a Solana Trading Counterparty, the transaction will generally occur on an “over-the-counter” basis. Transfers of Solana from a Trust Solana Account to the Solana Trading Counterparty are “on-chain” transactions represented on the Solana network. The Authorized Participant must deliver the Shares represented by the Basket to be redeemed to the Trust’s DTC account by end of day EST on the Redemption Order Settlement Date. The Solana Custodian will not send the Basket Amount of solana from a Trust Solana Account to the Solana Trading Counterparty until the Cash Custodian has received the cash from the Solana Trading Counterparty and is instructed by the Sponsor to make such transfer. Once the Solana Trading Counterparty has sent the cash to the Cash Custodian in an agreed-upon amount to settle the agreed upon sale of the Basket Amount of solana, the Transfer Agent will notify the Sponsor. The Sponsor will then notify the Solana Custodian to transfer the solana to the Solana Trading Counterparty, and the Transfer Agent will facilitate the redemption of Shares in exchange for cash. Once the Authorized Participant has delivered the Shares represented by the Basket to be redeemed to the Trust’s DTC account, the Cash Custodian will wire the requisite amount of cash to the Authorized Participant. Transfers of solana from a Trust Solana Account to the Solana Trading Counterparty are “on-chain” transactions represented on the Solana network. In the event that by the end of the day on the Redemption Order Settlement Date, the Trust’s account at DTC shall not have been credited with the total number of Shares corresponding to the total number of Baskets to be redeemed pursuant to such Redemption Order the Transfer Agent shall send to the Authorized Participant and the Sponsor via fax or electronic mail message notice of such fact and the Authorized Participant shall have two (2) business days following receipt of such notice to correct such failure. If such failure is not cured within such two (2) business day period, the Transfer Agent (in consultation with the Sponsor) will cancel such Redemption Order and will send via fax or electronic mail message notice of such cancellation to the Authorized Participant, and the Authorized Participant will be solely responsible for all costs incurred by the Trust, the Transfer Agent, the Sponsor or the Solana Custodian related to the cancelled Redemption Order. Under the Agent Execution Model pursuant to a Cash Redemption Order, the Authorized Participant may be required to submit a Redemption Order by an earlier than normal order cutoff time (the “Redemption Early Order Cutoff Time”). The Redemption Early Order Cutoff Time may be as early as 5:00 p.m. EST on the business day prior to the Redemption Order Date. Once a Redemption Order is received, the Sponsor instructs the Solana Custodian to prepare to transfer the solana associated with the Redemption Order from a Trust Solana Account with the Solana Custodian to the Trust’s Trading Balance with the Prime Execution Agent. For a Redemption Order utilizing the Agent Execution Model, on the evening of the Redemption Order Date, the Prime Execution Agent, acting in an agency capacity, conducts solana sales on behalf of the Trust with third parties through its Coinbase Prime service in exchange for cash. The Trust’s Trading Balance with the Prime Execution Agent may not be funded with solana on the evening of the Redemption Order Date at the time of the intended execution of the sale of solana in connection with the Redemption Order because such solana is still in a Trust Solana Account at the Solana Custodian. In those circumstances the Trust may borrow Trade Credits in the form of solana from the Trade Credit Lender, which allows the Trust to sell solana through the Prime Execution Agent on the evening of the Redemption Order Date, and the cash proceeds are deposited in the Trust’s Trading Balance with the Prime Execution Agent. Such cash is then transferred to the Cash Custodian. The Trust will subsequently transfer the Basket Amount of solana from a Trust Solana Account to the Trust’s Trading Balance with the Prime Execution Agent. Once the Authorized Participant has delivered the Shares represented by the Basket to be redeemed to the Trust’s DTC account, the Cash Custodian will then wire the requisite amount of cash to the Authorized Participant. In the event Trade Credits were used, the Trust will use the solana that is moved from a Trust Solana Account with the Solana Custodian to the Trading Balance with the Prime Execution Agent to repay the Trade Credits borrowed from the Trade Credit Lender. Transfers of solana from a Trust Solana Account to the Trust’s Trading Balance are “on-chain” transactions represented on the Solana network. Suspension or Rejection of Redemption Orders The Sponsor may, in its discretion, suspend the right of purchase or redemption or may postpone the Redemption Order Settlement Date, for (1) any period during which the Exchange is closed other than customary weekend or holiday closings, 21 or trading on the Exchange is suspended or restricted, (2) any period during which an emergency exists as a result of which the fulfillment of a creation order or the redemption distribution is not reasonably practicable (for example, as a result of an interruption in services or availability of the Prime Execution Agent, Solana Custodian, Cash Custodian, Administrator, or other service providers to the Trust, act of God, catastrophe, civil disturbance, government prohibition, war, terrorism, strike or other labor dispute, fire, force majeure, interruption in telecommunications, internet services, or network provider services, unavailability of Fedwire, SWIFT or banks’ payment processes, significant technical failure, bug, error, disruption or fork of the Solana network, hacking, cybersecurity breach, or power, internet, or Solana network outage, or similar event), or (3) such other period as the Sponsor determines to be necessary for the protection of the Shareholders of the Trust (for example, where acceptance of the U.S. dollars needed to create each Basket would have certain adverse tax consequences to the Trust or its Shareholders). For example, the Sponsor may determine that it is necessary to suspend redemptions to allow for the orderly liquidation of the Trust’s assets. If the Sponsor has difficulty liquidating the Trust’s positions ( e.g. , because of a market disruption event or persistent issues regarding the Trust’s ability to un-stake its solana), it may be appropriate to suspend redemptions until such time as such circumstances are rectified. In addition, pursuant to the Trust’s Liquidity Policies, the Sponsor may cause the delivery of redemption proceeds to be issued in connection with a Redemption Order to be delayed as a result of stressed liquidity conditions arising from the Trust’s staking activities. In the event that such a delay is deemed necessary, the Trust or Sponsor shall cause the Authorized Participant to be promptly notified and shall deliver the redemption proceeds as soon as practicable following the resolution of the issue. None of the Sponsor, the person authorized to take Redemption Orders in the manner provided in the Authorized Participant Agreement, the Solana Custodian or the Cash Custodian will be liable to any person or in any way for any loss or damages that may result from any such suspension or postponement. Redemption Orders must be made in whole Baskets. The Sponsor acting by itself or through the person authorized to take Redemption Orders in the manner provided in the Authorized Participant Agreement may, in its sole discretion, reject any Redemption Order (1) the Sponsor determines not to be in proper form, (2) the fulfillment of which its counsel advises may be illegal under applicable laws and regulations, or (3) if circumstances outside the control of the Sponsor, the person authorized to take redemption orders in the manner provided in the Authorized Participant Agreement or the Solana Custodian make it for all practical purposes not feasible for the Shares to be delivered under the Redemption Order. The Sponsor may also reject a Redemption Order if the number of Shares being redeemed would reduce the remaining outstanding Shares to 100,000 Shares ( i.e. , ten Baskets) or fewer. Creation and Redemption Transaction Fee To compensate the Transfer Agent for expenses incurred in connection with the creation and redemption of Baskets, an Authorized Participant is required to pay a transaction fee to the Transfer Agent to create or redeem Baskets, which does not vary in accordance with the number of Baskets in such order. The transaction fee may be reduced, increased or otherwise changed by the Sponsor. No costs or transaction fees associated with creations and redemptions are payable by the Trust. Tax Responsibility Authorized Participants are responsible for any transfer tax, sales or use tax, stamp tax, recording tax, value added tax or similar tax or governmental charge applicable to the creation or redemption of Baskets, regardless of whether or not such tax or charge is imposed directly on the Authorized Participant, and agree to indemnify the Sponsor and the Trust if they are required by law to pay any such tax, together with any applicable penalties, additions to tax and interest thereon. Secondary Market Transactions As discussed above, Authorized Participants are the only persons that may place Creation Orders and Redemption Orders. Authorized Participants must be registered broker-dealers or other securities market participants, such as banks and other financial institutions that are not required to register as broker-dealers to engage in securities transactions. An Authorized Participant is under no obligation to create or redeem Baskets, and an Authorized Participant is under no obligation to offer to the public Shares of any Basket it does create. Authorized Participants that do offer to the public Shares from the Basket they create will do so at per-Share offering prices that are expected to reflect, among other factors, the trading price of the Shares on the Exchange, the NAV of the Trust at the time the Authorized Participant purchased the Baskets, the NAV of the Shares at the time of the offer of the Shares to the public, the supply of and demand for Shares at the time of sale, and the liquidity of Solana or other portfolio investments. Baskets are generally expected to be redeemed when the price per Share is at a discount to the NAV per Share. Shares initially comprising the same Basket but offered by Authorized Participants to the public at different times may have different offering 22 prices. An order for one or more Baskets may be placed by an Authorized Participant on behalf of multiple clients. Authorized Participants who make deposits of solana or cash with the Trust in exchange for Baskets receive no fees, commissions or other forms of compensation or inducement of any kind from either the Trust or the Sponsor, and no such person has any obligation or responsibility to the Sponsor or the Trust to effect any sale or resale of Shares. Shares are expected to trade in the secondary market on the Exchange. Shares may trade in the secondary market at prices that are lower or higher relative to their NAV per Share. The amount of the discount or premium in the trading price relative to the NAV per Share may be influenced by various factors, including the number of investors who seek to purchase or sell Shares in the secondary market and the liquidity of solana. The Trust’s Fees and Expenses The Trust will pay the unitary Sponsor Fee of 0.20% per annum of the Trust’s solana holdings. For a 3-month period commencing on the day the Shares are initially listed on the Exchange, the Sponsor has agreed to waive the entire Sponsor Fee on the first $1 billion of Trust assets. The Sponsor Fee is paid by the Trust to the Sponsor as compensation for services performed under the Trust Agreement and Sponsor Agreement. Except during periods in which all or a portion of the Sponsor Fee is being waived, the Sponsor Fee will accrue daily and will be payable in solana monthly in arrears. The Administrator will calculate the Sponsor Fee on a daily basis by applying a 0.20% annualized rate to the Trust’s total solana holdings, and the amount of solana payable in respect of each daily accrual shall be determined by reference to the Pricing Benchmark. The NAV of the Trust is reduced each day by the amount of the Sponsor Fee calculated each day. On or about the last day of each month, an amount of solana will be transferred from a Trust Solana Account to the Sponsor Solana Account equal to the sum of all daily Sponsor Fees accrued for the month in U.S. dollars divided by the Pricing Benchmark on the last day of the month. The Trust is not responsible for paying any fees or costs associated with the transfer of solana to the Sponsor. In exchange for the Sponsor Fee, the Sponsor has agreed to assume and pay the normal operating expenses of the Trust, which include the Trustee’s monthly fee and out-of-pocket expenses, the fees of the Trust’s regular service providers (Cash Custodian, Solana Custodian, Prime Execution Agent, Marketing Agent, Transfer Agent and Administrator), exchange listing fees, tax reporting fees, SEC registration fees, printing and mailing costs, audit fees and up to $500,000 per annum in ordinary legal fees and expenses. The Sponsor may determine in its sole discretion based on prevailing circumstances to assume legal fees and expenses of the Trust in excess of $500,000 per annum. The Sponsor will also pay the costs of the Trust’s organization. The additional solana generated by the Trust’s staking program will be subject to fees shared among the Staking Agent(s) and the Sponsor. The amounts owed or paid to the Staking Agent(s) and the Sponsor are collectively referred to as the Staking Expenses. The Staking Expenses will equal 6% of the amount of the additional solana generated by the staking of the Trust’s solana. For a 3-month period commencing on the day the Shares are initially listed on the Exchange, the Sponsor has agreed to reimburse the Trust for all Staking Expenses incurred on the first $1 billion of Trust assets. The Staking Expenses will reduce the amount of solana generated from the staking of the Trust’s solana that is ultimately retained by the Trust. The Trust’s NAV will reflect the amount of solana the Trust is entitled to under its staking program after deduction of all Staking Expenses. The Trust may incur certain extraordinary, non-recurring expenses that are not assumed by the Sponsor, including, but not limited to, taxes and governmental charges, any applicable brokerage commissions, financing fees, expenses and costs of any extraordinary services performed by the Sponsor (or any other service provider) on behalf of the Trust to protect the Trust or the Shareholders (including, for example, in connection with any fork of the Solana network, any Incidental Rights (as defined below) and any IR Asset (as defined below)), any indemnification of the Cash Custodian, Solana Custodian, Prime Execution Agent, Transfer Agent, Administrator or other agents, service providers or counterparties of the Trust, and extraordinary legal fees and expenses, including any legal fees and expenses incurred in connection with litigation, regulatory enforcement or investigation matters. The Sponsor, from time to time, may temporarily waive all or a portion of the Sponsor Fee in its sole discretion. The Sponsor may notify Shareholders of its intent to commence, or cease, waiving the Sponsor Fee on the Trust’s website, in a current report on Form 8-K and/or in the Trust’s annual or quarterly reports. The Administrator and/or the Sponsor will direct the Solana Custodian to transfer Solana from a Trust Solana Account to the Sponsor Solana Account to pay the Sponsor Fee and any other Trust expenses not assumed by the Sponsor. To pay for expenses not assumed by the Sponsor that are denominated in U.S. dollars, the Sponsor, on behalf of the Trust, may sell the Trust’s solana as necessary to pay such expenses. The Sponsor, on behalf of the Trust, will typically seek to buy and sell 23 solana at a price as close to the Pricing Benchmark as practical. Such sales will be undertaken pursuant to the Trust-Directed Trade Model unless no Solana Trading Counterparty is willing or able to effectuate the trade. Transfers of Solana from a Trust Solana Account to the Sponsor Solana Account, and from the Sponsor Solana Account to the Solana Trading Counterparty are “on-chain” transactions represented on the Solana network. Transfer fees with respect to this on-chain transfer of solana will be paid by the Solana Custodian. The cash proceeds of the sale will be sent to the Sponsor, which will use such proceeds to pay the expenses. Any remaining cash will be distributed back to the Cash Custodian. To the extent that the Trust must utilize the Agent Execution Model to undertake solana sales to pay for expenses not assumed by the Sponsor, the Prime Execution Agent, acting in an agency capacity, would conduct the sale on behalf of the Trust with third parties through its Coinbase Prime service pursuant to the Prime Execution Agreement. Transfers of solana from a Trust Solana Account to the Trust’s Trading Balance in connection with such sales are “on-chain” transactions represented on the Solana network. The Trust does not engage in any activity designed to derive a profit from changes in the price of solana. Solana not needed to redeem Baskets, or to cover the Sponsor Fee and Trust expenses not assumed by the Sponsor, is held by the Solana Custodian or Prime Execution Agent. As a result of the recurring deliveries of solana necessary to pay the Sponsor Fee and potential sales of solana to pay in cash the Trust expenses not assumed by the Sponsor, the NAV of the Trust and, correspondingly, the amount of solana represented by each Share will decrease proportionately over the life of the Trust. New deposits of solana, purchased with the cash received in connection with Cash Creations of Baskets, will not reverse this trend. Forks In the event of a hard fork in the Solana network, the Sponsor will, pursuant to the terms of the Trust Agreement, use its discretion to determine which blockchain should properly be considered the Solana network for the Trust’s purposes. The Sponsor will base its determination on a range of relevant factors at the time, including, but not limited to, the Sponsor’s views regarding the expectations of solana core developers, users, service providers, businesses, validators, and other stakeholders, as well as the actual ongoing acceptance of, validation support for, and community engagement with the Solana network. There is no assurance that the Sponsor will select the fork or version of solana that ultimately proves to be the most valuable, and this decision could negatively impact the value of the Shares. Additionally, the Sponsor may have a differing view from Shareholders, the Solana Custodian, security vendors, or the Benchmark Provider as to what is generally accepted as solana and should therefore be considered “Solana” for the Trust’s purposes, which could also adversely affect the value of the Shares. Distributions Pursuant to the terms of the Trust Agreement, the Trust may make distributions on the Shares in cash or potentially in kind. If the Trust is required to terminate and liquidate, or the Sponsor determines in accordance with the terms of the Trust Agreement that it is appropriate to terminate and liquidate the Trust, the Sponsor will sell the Trust’s solana and will distribute to the Shareholders any amounts of the cash proceeds of the liquidation remaining after the satisfaction of all outstanding liabilities of the Trust and the establishment of reserves for applicable taxes, other governmental charges and contingent or future liabilities as the Sponsor will determine. Under no circumstances will the Trust distribute solana to Shareholders. Brokerage Fees and Trust Expenses The Trust pays all of the brokerage commissions, financing fees, Solana network fees and similar transaction fees in connection with the Trust’s solana trading activities. Employees The Trust has no employees. Emerging Growth Company Status The Trust is an “emerging growth company” as that term is used in the Jumpstart Our Business Startups Act (the “JOBS Act”) and, as such, may elect to comply with certain reduced reporting requirements. For as long as the Trust is an emerging growth company, unlike other public companies, it will not be required to: 24 • provide an auditor’s attestation report on management’s assessment of the effectiveness of its system of internal control over financial reporting pursuant to Section 404(b) of the Sarbanes-Oxley Act of 2002; • comply with any new requirements adopted by the Public Company Accounting Oversight Board (“PCAOB”) requiring mandatory auditor rotation or a supplement to the auditor’s report in which the auditor would be required to provide additional information about the audit and the financial statements of the issuer; • comply with any new audit rules adopted by the PCAOB after April 5, 2012, unless the SEC determines otherwise; • provide certain disclosure regarding executive compensation required of larger public companies; or • obtain shareholder approval of any golden parachute payments not previously approved. The Trust will cease to be an “emerging growth company” upon the earliest of (i) when it has $1.235 billion or more in total annual gross revenues during its most recently completed fiscal year; (ii) when it is deemed to be a large accelerated filer under Rule 12b-2 promulgated pursuant to the Securities Exchange Act of 1934, as amended; (iii) when it has issued more than $1.0 billion of non-convertible debt over a three-year period; or (iv) the last day of the fiscal year following the fifth anniversary of its initial public offering. In addition, Section 107 of the JOBS Act also provides that an emerging growth company can take advantage of the extended transition period provided in Section 7(a)(2)(B) of the Securities Act of 1933, as amended (the "1933 Act"), for complying with new or revised accounting standards. In other words, an emerging growth company can delay the adoption of certain accounting standards until those standards would otherwise apply to private companies; however, the Trust is choosing to “opt out” of such extended transition period, and as a result, the Trust will comply with new or revised accounting standards on the relevant dates on which adoption of such standards is required for non-emerging growth companies. Section 107 of the JOBS Act provides that the Trust’s decision to opt out of the extended transition period for complying with new or revised accounting standards is irrevocable.