Item 9A. Controls and Procedures
Item 9A. Controls and Procedures.
Conclusion Regarding the Effectiveness of Disclosure Controls and Procedures
The Trust maintains disclosure controls and procedures that are designed to ensure that information required to be disclosed in its Exchange Act reports is recorded, processed, summarized and reported within the time periods specified in the SEC rules and forms, and that such information is accumulated and communicated to the Principal Executive Officer and Principal Financial and Accounting Officer of the Sponsor performing functions equivalent to those a principal executive officer and principal financial and accounting officer of the Trust would perform if the Trust had any officers, as appropriate to allow timely decisions regarding required disclosure.Under the supervision and with the participation of the Principal Executive Officer and the Principal Financial and Accounting Officer of the Sponsor, the Sponsor evaluated the effectiveness of the design and operation of the Trust’s disclosure controls and procedures, as defined under Exchange Act Rule 13a-15(e). Based on this evaluation, the Principal Executive Officer and the Principal Financial and Accounting Officer of the Sponsor concluded that, as of December 31, 2025, the Trust’s disclosure controls and procedures were effective in causing material information relating to the Trust to be recorded, processed, summarized and reported by management of the Sponsor on a timely basis and to ensure the quality and timeliness of the Trust’s public disclosures with the SEC.
Management’s Annual Report on Internal Control over Financial Reporting
This Annual Report does not include a report of management’s assessment regarding internal control over financial reporting or an attestation report of the company’s registered public accounting firm due to a transition period established by rules of the Securities and Exchange Commission for newly formed public companies.
Changes in Internal Control over Financial Reporting
There were no changes in the Trust’s internal control over financial reporting that occurred during the most recently completed fiscal quarter ended December 31, 2025, that have materially affected, or are reasonably likely to materially affect, the Trust’s internal control over financial reporting.
Item 9B. Othe r Information.
During the period covered by this Annual Report, no officers or directors of the Sponsor have adopted, modified, or terminated trading plans under either a Rule 10b5-1 or non-Rule 10b5-1 trading arrangement (as such terms are defined in Item 408 of Regulation S-K of the 1933 Act).
Item 9C. Disclosure Regarding J urisdictions that Prevent Inspections.
Not applicable.
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Part III.
Item 10. Directors, Executive Officers and Corporate Governance.
The Sponsor
Bitwise Investment Advisers, LLC is the Sponsor of the Trust, and has the sole responsibility for the implementation of the Trust’s investment strategy, in accordance with the Trust’s investment objectives, policies, and restrictions, pursuant to the Trust Agreement and the Sponsor Agreement.
The Sponsor is neither an investment adviser registered with the SEC, nor a commodity pool operator registered with the CFTC, and will not be acting in either such capacity with respect to the Trust, and the Sponsor’s provision of services to the Trust will not be governed by the Investment Advisers Act of 1940 or the Commodity Exchange Act. Bitwise Investment Advisers, LLC is a wholly-owned subsidiary of BAM, the parent of the Sponsor. The Sponsor had 93 employees as of December 31, 2025.
The Sponsor’s Role
The Sponsor is generally responsible for the day-to-day administration of the Trust under the provisions of the Trust Agreement and Sponsor Agreement. This includes, but is not limited to, (i) purchasing and selling solana on behalf of the Trust, (ii) preparing and providing periodic reports and financial statements on behalf of the Trust for Shareholders, (iii) processing creation and redemption orders for Shares and coordinating the processing of such orders, with the assistance of the Administrator, (iv) selecting and monitoring the Trust’s service providers and from time to time engaging additional, successor or replacement service providers, (v) instructing the Custodian to withdraw the Trust’s solana as needed to pay Trust Expenses or effectuate a sale of solana in connection with a redemption of Shares, and (vi) upon any dissolution of the Trust, distributing the Trust’s cash proceeds from the sale of the Trust’s remaining solana to the owners of record of the Shares.
Management of the Sponsor
The Trust does not have any directors, officers or employees. Under the Trust Agreement, all management functions of the Trust have been delegated to and are conducted by the Sponsor, its agents and its affiliates, including without limitation, the custodians and its agents. As a result, the officers of the Sponsor may take certain actions and execute certain agreements and certifications for the Trust, in their capacity as the principal officers of the Sponsor.
BAM has a board of directors (the “Board”). The Board consists of Corey Mulloy, Hunter Horsley, and Hong Kim. The Board does not have a separately-designated standing audit committee.
The following individual is a non-employee director of BAM:
Corey Mulloy , 54, has served as a Director of BAM since BAM's inception. Mr. Mulloy serves as a General Partner at Highland Capital Partners, which he joined in 1997. Additionally, Mr. Mulloy currently serves on the boards of ArmorCode, Gigamon, ZeroFox and Malwarebytes. Mr. Mulloy also serves as a member of the Swarthmore College Investment Committee. Mr. Mulloy earned a Bachelor of Arts in Economics from Swarthmore College in 1994 and a Masters of Business Administration from Harvard Business School in 2001.
The following individuals are the officers of the Sponsor responsible for overseeing the business and operations of the Trust:
Hunter Horsley, 35, is the President and Treasurer of the Sponsor and has served in such capacity since the Sponsor's inception. Mr. Horsley is also a Director and the Chief Executive Officer of BAM and has served in such capacity since BAM's inception. Mr. Horsley has also served as the Chief Executive Officer of BAM since October 2016. Prior to the Sponsor, Mr. Horsley was a product manager at Facebook and Instagram leading efforts in monetization from 2015 to 2016. He graduated from the Wharton School at the University of Pennsylvania with a Bachelor of Science in Economics in 2015. Mr. Horsley took two years off of school from 2011 to 2013 to be on the founding team of a technology company called Lore (formerly known as CourseKit) to assist in the development of an online learning tool incorporating social networking features. Lore raised over $6 million in equity, grew to 20 employees, and was sold to Noodle Education, Inc. in 2013. Mr. Horsley was named a member of Forbes’ 2019 “30 Under 30” list.
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Paul “Teddy” Fusaro, 40, is the Chief Operating Officer and Corporate Secretary of the Sponsor and has served in such capacity since the Sponsor’s inception. Mr. Fusaro has also served as the President of BAM since January 2021. Prior to the Sponsor, Mr. Fusaro was Senior Vice President and Head of Portfolio Management and Capital Markets at IndexIQ, the exchange-traded fund issuer unit of New York Life Investment Management, a firm with over $550 billion in AUM, from 2013 to 2018. In this capacity he oversaw portfolio management, trading, and operations for a suite of alternative strategy exchange traded funds, mutual funds, and separately managed accounts. Prior to that, from 2009 to 2013, Mr. Fusaro was Vice President of Portfolio Management and co-head of Trading and Operations at Direxion Investments, a $13 billion AUM alternative ETF Sponsor. Earlier in his career, Mr. Fusaro spent time in both equity derivatives and credit derivatives at Goldman Sachs & Co. Since 2022, Mr. Fusaro has served as the Chairman of the Board of Trustees of Bitwise Funds Trust. Mr. Fusaro is a graduate of Providence College.
James Bebrin III, 40, is a Vice President of the Sponsor and has served in such capacity since November 2025. Mr. Bebrin is also the Principal Financial Officer, Asset Management Products, for BAM and has served in such capacity since August 2025. Mr. Bebrin previously served as Director, Head of Controls and Fund Administration, at BAM since September 2021. Prior to BAM, Mr. Bebrin served as a Fund Manager of WisdomTree Asset Management from 2015 to 2021.
Phuong Black, 47, is a Vice President of the Sponsor and has served in such capacity since November 2025. Ms. Black is also the Director, Head of Investment Operations, for BAM and has served in such capacity since April 2023. Ms. Black previously served as Director, Head of Fund Operations, at BAM since April 2023 and Operations Manager since January 2022. Prior to joining BAM, Ms. Black was Vice President at BlackRock from 2014 to 2021.
Johanna Collins-Wood, 39, is a Vice President of the Sponsor and has served in such capacity since November 2025. Ms. Collins-Wood is also the General Counsel and Head of Compliance, U.S. Asset Management, for BAM, and has served in such capacity since November 2025. Ms. Collins-Wood previously served as Deputy General Counsel at BAM from December 2024 to November 2025 and as Senior Counsel at BAM from 2021 to December 2024. Prior to joining BAM, Ms. Collins-Wood was a senior associate in the fintech and financial services practice group at Wilson, Sonsini, Goodrich & Rosati, LP from 2019 to 2021. Before that, she was an associate in the corporate group at Troutman Pepper Locke LLP from 2017 to 2019. Ms. Collins-Wood began her career as an associate in the capital markets group at Davis Polk & Wardwell LLP in 2013.
The following individuals are executive officers of BAM, the parent of the Sponsor:
• Hunter Horsley , 35, also the Chief Executive Officer of BAM and has served in such capacity since BAM's inception in October 2016.
• Paul "Teddy" Fusaro , 40, is also the President of BAM and has served in such capacity since April 2018. Previously, he served as the Chief Operating Officer at BAM.
• Matthew Hougan , 49, is the Chief Investment Officer of BAM, and has served in such capacity since October 2020. Mr. Hougan previously served as the Global Head of Research at BAM since February 2018. Prior to BAM, Mr. Hougan served as the Chief Executive Officer of Inside ETFs and Managing Director of Global Finance at Informa PLC, an FTSE 100 company. Before that, he served as the Chief Executive Officer of ETF.com, a venture-backed start-up that was sold in three separate transactions, with the data business sold to FactSet in 2015, the Events business sold to Informa in 2015, and the Media business sold to BATS Global Markets in early 2016. Mr. Hougan also served as the editor for nine years of the Journal of Indexes. Mr. Hougan is a three-time member of Barron’s ETF Roundtable and co-author of the CFA (Chartered Financial Analyst) Institute’s monograph on exchange-traded funds. Mr. Hougan is a graduate of Bowdoin College.
• Hong Kim , 34, is a Director and the Chief Technology Officer of BAM and has served in both capacities since BAM’s inception in October 2016. Prior to BAM, Mr. Kim was a student at the University of Pennsylvania where he graduated with a Bachelor of Science in Computer Science in 2016. While at school, he also worked on Google's back-end infrastructure for Drive. From 2011 to 2013, Mr. Kim took time off from university to work in software security for the South Korean Military.
Family Relationships
There are no family relationships among the executive officers.
Duties of the Sponsor and Indemnification
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The general fiduciary duties which would otherwise be imposed on the Sponsor (which would make its operation of the Trust as described herein impracticable due to the strict prohibition imposed by such duties on, for example, conflicts of interest on behalf of a fiduciary in its dealings with its beneficiaries), are replaced by the terms of the Trust Agreement (to which terms all shareholders, by subscribing to the Shares, are deemed to consent).
The Trust Agreement provides that the Sponsor will not be under any liability to the Trust, the Trustee or any Shareholder for any action taken or for refraining from the taking of any action in good faith pursuant to the Trust Agreement, or for errors in judgment or for depreciation or loss incurred by reason of the sale of any solana or other assets held in trust hereunder; provided, however, that this provision will not protect the Sponsor against any liability to which it would otherwise be subject by reason of its own gross negligence, bad faith, or willful misconduct. The Sponsor may rely in good faith on any paper, order, notice, list, affidavit, receipt, evaluation, opinion, endorsement, assignment, draft or any other document of any kind prima facie properly executed and submitted to it by the Trustee, the Trustee’s counsel or any other Indemnified Person for any matters arising hereunder. The Sponsor will in no event be deemed to have assumed or incurred any liability, duty, or obligation to any Shareholder or to the Trustee other than as expressly provided for herein. The Trust will not incur the cost of that portion of any insurance which insures any party against any liability, the indemnification of which is herein prohibited.
The Sponsor and its Shareholders, members, directors, officers, employees, affiliates and subsidiaries (each a “Sponsor Indemnified Party”) will be indemnified by the Trust and held harmless against any loss, liability or expense incurred hereunder without gross negligence, bad faith, or willful misconduct on the part of such Sponsor Indemnified Party arising out of or in connection with the performance of its obligations under the Trust Agreement or any actions taken in accordance with the provisions of the Trust Agreement. Any amounts payable to a Sponsor Indemnified Party under Section 4.06 of the Trust Agreement may be payable in advance or will be secured by a lien on the Trust. The Sponsor will not be under any obligation to appear in, prosecute or defend any legal action that in its opinion may involve it in any expense or liability; provided, however, that the Sponsor may, in its discretion, undertake any action that it may deem necessary or desirable in respect of the Trust Agreement and the rights and duties of the parties hereto and the interests of the Shareholders and, in such event, the legal expenses and costs of any such action will be expenses and costs of the Trust and the Sponsor will be entitled to be reimbursed therefore by the Trust. The obligations of the Trust to indemnify the Sponsor Indemnified Parties as provided herein will survive the termination of the Trust Agreement.
The Trustee or any officer, affiliate, director, employee, or agent of the Trustee (each, an “Indemnified Person”) will be entitled to indemnification from the Sponsor or the Trust, to the fullest extent permitted by law, from and against any and all losses, claims, taxes, damages, reasonable expenses, and liabilities (including liabilities under state or federal securities laws) of any kind and nature whatsoever (collectively, “Losses”), to the extent that such Losses arise out of or are imposed upon or asserted against such Indemnified Persons with respect to the creation, operation or termination of the Trust, the execution, delivery or performance of the Trust Agreement or the transactions contemplated in the Trust Agreement; provided, however, that the Sponsor and the Trust will not be required to indemnify any Indemnified Person for any Losses that are a result of the willful misconduct, bad faith or gross negligence of such Indemnified Person. The obligations of the Sponsor and the Trust to indemnify the Indemnified Persons as provided herein will survive the termination of the Trust Agreement.
Under Delaware law, a beneficial owner of a statutory trust (such as a Shareholder of the Trust) may, under certain circumstances, institute legal action on behalf of himself and all other similarly situated beneficial owners (a “class action”) to recover damages for violations of fiduciary duties, or on behalf of a statutory trust (a “derivative action”) to recover damages from a third party where there has been a failure or refusal to institute proceedings to recover such damages. In addition, beneficial owners may have the right, subject to certain legal requirements, to bring class actions in federal court to enforce their rights under the federal securities laws and the rules and regulations promulgated thereunder by the SEC. Beneficial owners who have suffered losses in connection with the purchase or sale of their beneficial interests may be able to recover such losses from the Sponsor where the losses result from a violation by the Sponsor of the anti-fraud provisions of the federal securities laws.
The foregoing summary describing in general terms the remedies available to Shareholders under federal law is based on statutes, rules and decisions as of the date of this Annual Report. As this is a rapidly developing and changing area of the law, S hareholders who believe that they may have a legal cause of action against any of the foregoing parties should consult their own counsel as to their evaluation of the status of the applicable law at such time.
Code of Ethics
The Sponsor has a code of ethics that applies to its executive officers and agents (the “Code of Ethics”). The Sponsor’s Code of Ethics is intended to be a codification of the business and ethical principles that guide the Sponsor, and to deter wrongdoing,
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to promote honest and ethical conduct, to avoid conflicts of interest, and to foster compliance with applicable governmental laws, rules and regulations, the prompt internal reporting of violations and accountability for adherence to this code.
Insider Trading Policy
The Sponsor has adopted insider trading policies and procedures (the “Insider Trading Policy”) that apply to the Sponsor’s directors, officers and employees. The Insider Trading Policy governs the purchase and sale or other dispositions of certain investment products and is reasonably designed to promote compliance with insider trading laws, rules and regulations. A copy of the Insider Trading Policy is filed hereto as Exhibit 19.1.
Compensation Recovery Policy
The Sponsor has adopted a recovery policy for erroneously awarded incentive-based compensation (the “Compensation Recovery Policy”) that establishes a framework for the potential recovery of erroneously awarded incentive-based compensation in the event that officers of the Sponsor are granted such compensation in the future. The Compensation Recovery Policy aims to promote accountability, safeguard the interests of investors and ensure compliance with applicable regulations. A copy of Compensation Recovery Policy is filed hereto as Exhibit 97.1.
The Code of Ethics, the Insider Trading Policy, and the Compensation Recovery Policy are available by written request to the Sponsor at 250 Montgomery Street, Suite 200, San Francisco, CA 94104 or by calling the Sponsor at (415) 707-3663.
Item 11. Executiv e Compensation.
The Trust has no employees or directors and is managed by the Sponsor. None of the officers of the Trust, or the members or officers of the Sponsor receive compensation (including in the form of equity award grants) from the Trust. Accordingly, the Trust has no specific policy or practice on the timing of grants of equity awards in relation to the disclosure of material nonpublic information .
The Trust pays the Sponsor the unitary Sponsor Fee of 0.20% per annum of the Trust’s solana holdings. The Sponsor waived the entire Sponsor Fee on the first $1 billion of Trust assets until January 27, 2026. No Sponsor Fee was accrued or paid during the period ended December 31, 2025.
Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters.
Securities Authorized for Issuance Under Equity Compensation Plan and Related Stockholder Matters
Not applicable.
Security Ownership of Certain Beneficial Owners and Management
The Trust does not have any directors, officers, or employees. The following table sets forth certain information with respect to beneficial ownership of the shares for each director and executive officer of the Sponsor owning the Trust’s Shares. There were no such persons beneficially owning more than five percent (5%) of the Trust’s Shares as of December 31, 2025.
The number of Shares beneficially owned and percentages of beneficial ownership set forth below are based on the number of Shares outstanding as of March 2, 2026.
In accordance with the rules of the SEC, beneficial ownership includes voting or investment power with respect to securities.
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Officers and Directors
Amount and
Nature of
Beneficial
Ownership
Amount and
Nature of
Beneficial
Ownership
Hunter Horsley
*
*
Matthew Hougan
*
*
James Bebrin III
*
*
Phuong Black
*
*
* Represents beneficial ownership of less than 1%
Unless otherwise indicated, the address for each Shareholder listed in the table above is c/o Bitwise Asset Management, Inc., 250 Montgomery Street, Suite 200, San Francisco, CA 94104.
Item 13. Certain Relationships and Related Transactions, and Director Independence.
General
The Sponsor has not established formal procedures to resolve all potential conflicts of interest. Consequently, Shareholders may be dependent on the good faith of the respective parties subject to such conflicts to resolve them equitably. Although the Sponsor attempts to monitor these conflicts, it is extremely difficult, if not impossible, for the Sponsor to ensure that these conflicts do not, in fact, result in adverse consequences to the Trust.
The Sponsor presently intends to assert that Shareholders have, by subscribing for Shares, consented to the following conflicts of interest in the event of any proceeding alleging that such conflicts violated any duty owed by the Sponsor to investors.
The Sponsor
The Sponsor has a conflict of interest in allocating its own limited resources among, when applicable, different clients and potential future business ventures, to each of which it owes fiduciary duties. Additionally, the professional staff of the Sponsor also services other affiliates of the Trust, including other digital asset investment vehicles, and their respective clients. Although the Sponsor and its professional staff cannot and will not devote all of its or their respective time or resources to the management of the affairs of the Trust, the Sponsor intends to devote, and to cause its professional staff to devote, sufficient time and resources to manage properly the affairs of the Trust consistent with its or their respective fiduciary duties to the Trust and others.
The Sponsor and BAM are affiliates of each other, and the Sponsor may engage other affiliated service providers in the future. Because of the Sponsor’s affiliated status, it may be disincentivized from replacing affiliated service providers. In connection with this conflict of interest, Shareholders should understand that affiliated service providers may receive fees for providing services to the Trust.
The Sponsor and any affiliated service provider may, from time to time, have conflicting demands in respect of their obligations to the Trust and, in the future, to other clients. It is possible that future business ventures of the Sponsor and affiliated service providers may generate larger fees, resulting in increased payments to employees, and therefore, incentivizing the Sponsor and/or the affiliated service providers to allocate it/their limited resources accordingly to the potential detriment of the Trust.
There is an absence of arm’s length negotiation with respect to some of the terms of the Trust, and, where applicable, there has been no independent due diligence conducted with respect to the Trust. The Sponsor will, however, not retain any affiliated service providers for the Trust which the Sponsor has reason to believe would knowingly or deliberately favor any other client over the Trust.
Seed Capital Investors
Prior to the commencement of operations on October 23, 2025, on September 17, 2025, BAM, the parent company of the Sponsor, purchased 8 Shares at a per-Share price of $25.00 for $200.00 in a transaction exempt from registration under Section 4(a)(2) of the 1933 Act (the “Seed Shares”). Delivery of the Seed Shares was made on September 17, 2025.
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Proprietary and Individual Trading/Other Clients
The Sponsor and its respective officers, directors, employees and/or affiliates (and the affiliates’ officers, directors and employees) may trade in the solana, solana futures and related contracts, other solana -linked derivatives, or other markets for their own accounts and for the accounts of their clients at the same time that the Sponsor is managing the Trust, and in doing so, subject to their fiduciary duties, may from time-to-time, take positions in their proprietary accounts which are opposite to those held by the Trust or ahead of the Trust and may compete with the Trust for positions in the marketplace. Such trading may create conflicts of interest on behalf of one or more such persons in respect of their obligations to the Trust. Further, such transactions may not serve to benefit the Shareholders of the Trust and may have a positive or negative effect on the value of the solana held by the Trust and, consequently, on the market value of solana . There can be no assurance that any of the foregoing will not have an adverse effect on the performance of the Trust or its Shares. The Sponsor has adopted policies and procedures that identify the conflicts of interest associated with such trading of solana, solana futures and related contracts or other solana -linked derivatives. These policies are intended to prevent conflicts of interest occurring where the Sponsor or their principals, officers, directors or employees could give preferential treatment to their own accounts or trade their own accounts ahead of or against the Trust. Pursuant to these policies, all principals, officers, directors and employees of the Sponsor, and their family members, must receive prior written clearance from the Sponsor’s chief compliance officer before entering into a transaction in solana, solana futures or any other solana -linked derivative if such transaction exceeds $4,999 in current market value. To the extent any such transaction constitutes a purchase of solana, solana futures or other solana-linked derivative exceeds $4,999 in current market value, the policies require that such solana, solana futures or solana-linked derivative must be held for 60 days before it can be traded or sold.
Resolution of Conflicts Procedures
The Trust Agreement provides that whenever a conflict of interest exists between the Sponsor or any of its affiliates, on the one hand, and the Trust or any Shareholders or any other person, on the other hand, the Sponsor will resolve such conflict of interest considering the relative interest of each party (including its own interest) and the benefits and burdens relating to such interests, any customary or accepted industry practices, and any applicable accepted accounting practices or principles.
Director Independence
As a statutory trust, the Trust does not have a board of directors.
Item 14. Principal Accou nting Fees and Services.
(1) to (4). Fees for services performed by KPMG LLP (“KPMG”) for the period ended December 31, 2025 were as follows:
Period ended December 31, 2025*
Audit Fees
$
177,500
Audit-Related Fees
$
—
Tax Fees
$
—
All Other Fees
$
—
Combined Trust:
$
177,500
*Audit fees for the period ended December 31, 2025, consist of contractual fees payable to KPMG for the audit of the Trust’s September 17, 2025 financial statements included in the Trust’s Registration Statement under the 1933 Act, for the December 31, 2025 annual financial statements included in the Annual Report on Form 10-K for the period ended December 31, 2025, for the review of financial statements included in the quarterly reports on Form 10-Q, and for services that are normally provided by the accountants in connection with regulatory filings or engagements. Audit related fees were related to audit consent letters for additional SEC filings for the Trust.
(5) The Trust has no board of directors, and as a result, has no audit committee or pre-approval policy with respect to fees paid to its principal accounting firm. The Sponsor approved all of the services provided by KPMG described above. The Sponsor pre-approves all audit and permissible non-audit services of the Trust’s independent registered public accounting firm, including all engagement fees and terms.
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Part IV.
Item 15. Exhibits and Fin ancial Statement Schedules.
(1)
For a list of the financial statements included herein, see Index to the Financial Statements on page 95 of this Annual Report on Form 10-K, incorporated into this Item by reference.
(2)
Financial statement schedules have been omitted because they are either not required or not applicable or the information is included in the financial statements or the notes thereto.
(3)
Exhibits:
Exhibit
Number
Description
3.1
Trust Agreement incorporated by reference to Exhibit 3.1 of the Registration Statement on Form S-1/A (File No. 333-283391) filed by the Registrant on October 8, 2025.
3.2
First Amended and Restated Declaration of Trust and Trust Agreement incorporated by reference to Exhibit 3.4 of the Registration Statement on Form S-1/A (File No. 333-283391) filed by the Registrant on October 8, 2025.
3.3
Certificate of Trust incorporated by reference to Exhibit 3.2 of the Registration Statement on Form S-1/A (File No. 283391) filed by the Registrant on October 8, 2025.
10.1
Sponsor Agreement incorporated by reference to Exhibit 10.1 of the Registration Statement on Form S-1/A (File No. 283391) filed by the Registrant on October 8, 2025.
10.2
Form of Authorized Participant Agreement incorporated by reference to Exhibit 10.2 of the Registration Statement on Form S-1/A (File No. 333-283391) filed by the Registrant on October 8, 2025.
10.3
Marketing Agreement incorporated by reference to Exhibit 10.3 of the Registration Statement on Form S-1/A (File No. 333-283391) filed by the Registrant on October 8, 2025.
10.4
Prime Execution Agreement (with Solana Custody Agreement and Trade Financing Agreement included as exhibits thereto) incorporated by reference to Exhibit 10.4 of the Registration Statement on Form S-1/A (File No. 333-283391) filed by the Registrant on October 8, 2025.
10.5
Amendment to the Prime Execution Agreement incorporated by reference to Exhibit 10.5 of the Registration Statement on Form S-1/A (File No. 333-283391) filed by the Registrant on October 8, 2025.
10.6
Solana Staking Custody Agreement incorporated by reference to Exhibit 10.6 of the Registration Statement on Form S-1/A (File No. 333-283391) filed by the Registrant on October 8, 2025.
10.7
Cash Custody Agreement incorporated by reference to Exhibit 10.7 of the Registration Statement on Form S-1/A (File No. 333-283391) filed by the Registrant on October 8, 2025.
10.8
Fund Administration and Accounting Agreement incorporated by reference to Exhibit 10.8 of the Registration Statement on Form S-1/A (File No. 333-283391) filed by the Registrant on October 8, 2025.
10.9
Transfer Agency and Service Agreement incorporated by reference to Exhibit 10.9 of the Registration Statement on Form S-1/A (File No. 333-283391) filed by the Registrant on October 8, 2025.
10.10
Form of Master Purchase and Sale Agreement for Digital Assets incorporated by reference to Exhibit 10.10 of the Registration Statement on Form S-1/A (File No. 333-283391) filed by the Registrant on October 8, 2025.
10.11
Staking Services Agreement with Attestant, Ltd. incorporated by reference to Exhibit 10.11 of the Registration Statement on Form S-1/A (File No. 333-283391) filed by the Registrant on October 8, 2025.
19.1*
Insider Trading Policy
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31.1*
Certification of Principal Executive Officer pursuant to Rule 13a-14(a) and 15d-14(a) under the Securities Exchange Act of 1934, as amended.
31.2*
Certification of Principal Financial and Accounting Officer pursuant to Rule 13a-14(a) and 15d-14(a) under the Securities Exchange Act of 1934, as amended.
32.1*
Certification by Principal Executive Officer Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
32.2*
Certification by Principal Financial and Accounting Officer Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
97.1*
Recovery Policy for Erroneously Awarded Incentive-Based Compensation
101.INS
Inline XBRL Instance Document - the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document.
101.SCH
Inline XBRL Taxonomy Extension Schema Document
104
Cover Page Interactive Data File (Formatted as Inline XBRL and contained in exhibit 101)
* Filed herewith.
** These exhibits are furnished with this Annual Report on Form 10-K and are not deemed filed with the SEC and are not incorporated by reference in any filing of Bitwise Solana Staking ETF under the 1933 Act or the 1934 Act, whether made before or after the date hereof and irrespective of any general incorporation language contained in such filings.
Item 16. Form 10‑K Summary.
None.
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GLOSSARY OF DEFINED TERMS
The following terms may be used throughout this Annual Report, including the consolidated financial statements and related notes.
1933 Act: The Securities Act of 1933, as amended.
1934 Act : The Securities Exchange Act of 1934, as amended.
Administration Agreement: the Trust Administration and Accounting Agreement with BNY Mellon.
Administrator : BNY Mellon.
Advisers Act : The Investment Advisers Act of 1940.
Agent Execution Model : The model whereby the Prime Execution Agent, 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.
Airdrops: A method to promote the launch and use of new Crypto Assets by providing a small amount of such new Crypto Assets to the private wallets or exchange accounts that support the new Crypto Asset and that hold existing related Crypto Assets.
Auditor : KPMG LLP.
Authorized Participant : One that purchases or redeems Baskets from or to the Trust.
AUL : Authorized User List.
BAM : Bitwise Asset Management, Inc., the parent company of the Sponsor.
Basket : A block of 10,000 Shares used by the Trust to issue or redeem Shares.
Basket Amount : 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)
Benchmark Provider : CF Benchmarks Ltd.
BNY Mellon : The Bank of New York Mellon, a national association bank in New York.
Business Day : Any day other than a day when the Exchange or the New York Stock Exchange is closed for regular trading.
Cash Custodian: BNY Mellon.
CFTC : U.S. Commodity Futures Trading Commission.
CLARITY Act: The Digital Asset Market Clarity Act of 2025.
CME: The Chicago Mercantile Exchange.
Code : Internal Revenue Code of 1986.
Cold Storage Account: A crypto asset custody account in which the associated private cryptographic keys are generated and stored in an offline environment that is not connected to the internet.
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Constituent Platform : The major Solana trading platforms that serve as the pricing sources for the calculation of the CME CF Solana Reference Rate - New York Variant and CME CF Solana Real Time Index.
Cryptocurrency : A token such as solana that is the native asset of a crypto asset network.
Crypto Asset : A token, such as a cryptocurrency, that is the native asset of or issued on a digital asset network and secured using public and private key cryptography or similar cryptographic credentials.
CVC: Convertible virtual currency.
dApps : Decentralized applications.
DeFi : Decentralized finance.
ERISA : Employee Retirement Income Security Act of 1974.
EST : Eastern Standard Time.
ETP: Exchange-traded product.
Exchange : NYSE Arca, Inc.
Exchange Act : The Securities Exchange Act of 1934, as amended.
FASB : Financial Accounting Standards Board.
FDIC : Federal Deposit Insurance Corporation.
FinCEN : The Financial Crimes Enforcement Network, a bureau of the U.S. Department of the Treasury with the mandate to regulate financial institutions such as money services businesses in the U.S.
Forked Asset : The crypto asset resulting from a “hard fork” that is not Solana, as determined by the Sponsor in its discretion as set forth in the Trust Agreement. The holder of Solana at the time of a Network Fork may use its Solana network private key to access the Forked Asset on the new network, typically through the use of the modified version of the Solana network software that created the Network Fork (or the legacy version of the Solana network software if the new version is determined to be Solana).
GAAP : The generally accepted accounting principles of the United States.
GENIUS Act : Guiding and Establishing National Innovation for U.S. Stablecoins Act of 2025.
Hard Fork: A backward-incompatible change to a blockchain protocol such that nodes running the prior version of the software will reject blocks produced under the new rules.
Hot Storage Account : A crypto asset custody account maintained in which the associated private cryptographic keys are generated and stored in an online environment connected to the internet.
Incidental Right : A right to receive a benefit of a fork or airdrop.
Indemnified Person : The Trustee or any officer, affiliate, director, employee, or agent of the Trustee, for the purposes of indemnification provisions of the Trust Agreement.
Indirect Participants : Banks, brokers, dealers and trust companies that clear through or maintain a custodial relationship with a DTC Participant, either directly or indirectly.
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Insignificant Participation Exception : An exception to the designation of certain assets under the Plan Asset Rules, where the investment by all benefit plan investors relating to such assets is not significant or other exceptions apply.
Investment Company Act : Investment Company Act of 1940.
IRA : An individual retirement account that is a tax-qualified retirement plan under the Code.
IR Asset : Any crypto asset acquired through an Incidental Right.
IRS : U.S. Internal Revenue Service.
ITV : Indicative Trust Value.
JOBS Act : The Jumpstart Our Business Startups Act.
Losses : The losses, claims, taxes, damages, reasonable expenses, and liabilities (including liabilities under State or federal securities laws) of any kind and nature whatsoever of an Indemnified Person or Sponsor Indemnified Party, as applicable, that are eligible for indemnification pursuant to the Trust Agreement.
Marketing Agent : Foreside Fund Services, LLC.
MiCA : Markets in Crypto-Assets Regulation.
NAV : Net asset value of the Trust, which is a Non-GAAP metric and is determined each business day by valuing the Trust’s solana using the Pricing Benchmark, less the Trust’s accrued but unpaid expenses.
Network Fork : A change to the protocol of a blockchain network that results in a divergence in the network’s transaction history or consensus rules, which may create two or more separate versions of the blockchain operating simultaneously.
OFAC : Office of Foreign Assets Control.
OTC: Over-the-counter, which refers to transactions that occur bilaterally between a purchaser and a seller, rather than through an exchange or clearing house.
PCAOB: The Public Company Accounting Oversight Board.
Plan : An “employee benefit plan” as defined in, and subject to the fiduciary responsibility provisions of, the Employee Retirement Income Security Act of 1974 or of a “plan” as defined in and subject to Section 4975 of the Code.
Plan Asset Rules : Rules promulgated pursuant to ERISA for determining when an investment by a Plan in an entity will result in the underlying assets of such entity being assets of the Plan for purposes of the and Section 4975 of the Code.
Plan Fiduciaries : Fiduciaries with investment discretion over a Plan.
Prime Execution Agent : Coinbase Inc., an affiliate of the Solana Custodian.
Prime Execution Agreement : The agreement between Coinbase, Inc. and the Trust that sets forth the terms and conditions pursuant to which Coinbase, Inc., and its affiliates, agree to open and maintain a prime broker account and provide services relating to trade execution.
Pricing Benchmark : CME CF Solana Reference - Dollar Reference Rate - New York Variant, a standardized reference rate published by the CME Group that calculates the U.S. dollar price of Solana as of 4:00 p.m. New York time on each calendar day on constituent crypto asset trading platforms to reflect the performance of solana in U.S. dollars.
Principal Market NAV : The net asset value of the Trust determined on a GAAP basis.
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Publicly-Offered Security Exception : An exception to the designation of certain assets under the Plan Asset Rules, where such assets are publicly-offered securities.
Purchase Order : An order to purchase one or more Baskets.
Purchase Order Cut-Off Time : The time at which Purchase Orders must be placed on a Business Day for that Business Day to constitute the Purchase Order Date.
Purchase Order Date : The Business Day on which a Purchase Order is accepted by the Transfer Agent.
Redemption Order : An order to redeem one or more Baskets.
Redemption Order Cut-Off Time : The time at which Redemption Orders must be placed on a Business Day for that Business Day to constitute the Redemption Order Date.
Redemption Order Date : The Business Day on which a Redemption Order is accepted by the Transfer Agent.
Register : The record of all Shareholders and holders of the Shares in certificated form kept by the Transfer Agent.
SEC (or Commission) : The U.S. Securities and Exchange Commission, an independent agency with the mandate to regulate securities offerings and markets in the U.S.
Seed Shares : The eight (8) Shares used to seed the Trust.
Seed Capital Investor : Bitwise Asset Management, Inc.
Shares : Common shares representing units of undivided beneficial ownership of the Trust.
Shareholders : Holders of Shares.
solana (lowercase) : The native unit of account and medium of exchange on the Solana network.
Solana (uppercase) : The software protocol and peer-to-peer network used for the creation, transfer and possession of solana, as recorded on the Solana blockchain.
Solana Custodian : Coinbase Custody Trust Company, LLC, a New York State limited liability trust company.
Solana Custody Agreement : The custody agreement between the Solana Custodian and the Trust pursuant to which the Trust Solana Agreement is established.
Solana Trading Counterparties : Falcon X (d/b/a Solios, Inc.), Nonco LLC, Virtu Financial Singapore Pte Ltd.
Sponsor : Bitwise Investment Advisers, LLC, a Delaware limited liability company, which controls the investments and other decisions of the Trust.
Sponsor Agreement : The agreement between the Sponsor and the Trust.
Sponsor Fee : The unitary management fee of 0.20% per annum of the Trust’s solana holdings the Trust agreed to pay to the Sponsor.
Sponsor Indemnified Party : The Sponsor and its Shareholders, members, directors, officers, employees, affiliates and subsidiaries, for the purposes of indemnification under the Trust Agreement.
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Sponsor Solana Account : The custody account in the name of the Sponsor held with the Solana Custodian, in which the Sponsor receives payment in Solana of its management fee from the Trust Solana Account.
Trade Credit : The Trust may borrow solana or cash as a credit on a short-term basis from the Trade Credit Lender pursuant to the Trade Financing Agreement.
Trade Credit Lender : Coinbase Credit, Inc.
Trade Financing Agreement : The Coinbase Credit Committed Trade Financing Agreement.
Transfer Agent : BNY Mellon.
Trust : The Bitwise Solana Staking ETF.
Trust Agreement : The Amended and Restated Declaration of Trust and Trust Agreement of Bitwise Solana Staking ETF, entered into by the Sponsor and the Trustee.
Trust-Directed Trade Model : The model whereby the Sponsor purchases and sells solana through the use of a Solana Trading Counterparty.
Trust Solana Account : The custody account in the name of the Trust held with the Solana Custodian, in which Trust Solana Account the Trust’s solana assets are held.
Trustee : Delaware Trust Company, a Delaware trust company.
UBTI: Unrelated business taxable income.
UCC : Uniform Commercial Code.
U.S. : The United States of America.
Validators: Stakeholders that help process transactions and ensure that distributed ledgers that make up a proof-of-stake blockchain network stay consistent with one another.
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SIGN ATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this Annual Report to be signed on its behalf by the undersigned in the capacities* indicated thereunto duly authorized.
Bitwise Investment Advisers, LLC
as Sponsor of Bitwise Solana Staking ETF
By:
/s/ Paul Fusaro
Name:
Paul Fusaro
Title:
Chief Operating Officer (Principal Executive Officer)*
By:
/s/ James Bebrin III
Name:
James Bebrin III
Title:
Vice President (Principal Financial Officer and Principal Accounting Officer)*
Date: March 20, 2026
* The registrant is a trust and the persons are signing in their capacities as officers of Bitwise Investment Advisers, LLC, the Sponsor of the registrant.
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Text extracted from the filing as submitted to EDGAR. Formatting, tables and exhibits are simplified for reading; the original document is authoritative for anything you rely on.