Hashdex Commodities Trust 10-K

Item 9A. Controls and Procedures Disclosure Controls and Procedures Under the supervision and with the participation of the management of Hashdex, including its Principal Executive Officer and Principal Financial Officer, the Trust and the Fund conducted an evaluation of the effectiveness of the design and operation of its disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”)) as of December 31, 2025. Based on that evaluation, the Principal Executive Officer and Principal Financial Officer concluded that the Trust’s and the Fund’s disclosure controls and procedures were effective as of December 31, 2025 to provide reasonable assurance that information required to be disclosed by the Trust in the reports that it files or submits under the Exchange Act is recorded, processed, summarized, and reported within the time periods specified in the Securities and Exchange Commission’s (“SEC”) rules and forms, and that such information is accumulated and communicated to management to allow timely decisions regarding required disclosure. There are inherent limitations to the effectiveness of any system of disclosure controls and procedures, including the possibility of human error and the circumvention or overriding of the controls and procedures. The certifications of the Chief Executive Officer and Chief Financial Officer are applicable to the Fund as well as the Trust as a whole. Management ’ s Annual Report on Internal Control over Financial Reporting The management of the Sponsor is responsible for establishing and maintaining adequate internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) for the Trust and the Fund. Internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with GAAP. Management conducted an evaluation of the effectiveness of the Trust’s and Fund’s internal control over financial reporting as of December 31, 2025, based on the framework in Internal Control — Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO). Based on this evaluation, management concluded that the Trust’s and the Fund’s internal control over financial reporting was effective as of December 31, 2025. This Annual Report does not include an attestation report of the Trust’s registered public accounting firm regarding internal control over financial reporting. Management’s report was not subject to attestation by the Trust’s registered public accounting firm pursuant to rules of the SEC that permit the Trust to provide only management’s report in this Annual Report. 61 Changes in Internal Control over Financial Reporting There has been no change in the Trust’s or the Fund’s internal controls over the financial reporting (as defined in the Rules 13a-15(f) and 15d-15(f) of the Exchange Act) that occurred during the Trust’s last fiscal year that has materially affected, or is reasonably likely to materially affect, the Trust’s or the Fund’s internal control over financial reporting. Item 9B. Other Information None of the Sponsor’s officers or directors 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 Securities Act of 1933) for the Trust or the Fund for the three months ended December 31, 2025. Item 9C. Item 9C. Disclosure Regarding Foreign Jurisdictions that Prevent Inspections Not applicable. Part III. Item 10. Directors and Executive Officers of the Registrant Principals and Key Personnel Responsible for the Management of the Trust The Trust is managed by the Sponsor and has no directors, executive officers or employees. Accordingly, the Trust does not have an audit committee, audit committee financial expert, or nominating committee. Pursuant to the terms of the Trust Agreement, the Trust’s affairs are managed by the Sponsor. The Sponsor is managed by its directors, executive officers and employees, as well as Hashdex, Ltd. (“Hashdex”), the controlling entity of the Sponsor, and its affiliates (collectively with Hashdex, the “Hashdex group”). The following persons perform certain functions with respect to the Trust that, if the Trust had directors or executive officers, would typically be performed by them. Marcelo Sampaio, born in 1980, is the Co-Founder and Executive Chairman of the Hashdex group. In this role, he oversees the overall strategic direction, management, and operational aspects of the firm’s crypto asset management platforms. Prior to founding the Hashdex, Mr. Sampaio co-founded Endless, Inc., serving as Chief Growth Officer. He has also held senior roles at Microsoft and Oracle, where he became the youngest sales director globally. Mr. Sampaio has been investing in digital assets since 2012 and holds a degree in Production Engineering from PUC-Rio. He has completed leadership programs at Harvard Business School and management programs at INSEAD, France. Bruno Caratori, born in 1981, is the Co-Founder, and Global Chief Executive Officer of the Hashdex group. He oversees the firm’s operational activities and product development. Before joining Hashdex, Mr. Caratori led product development at Edmodo and previously worked at Gávea Investimentos and RiskControl. He holds an MBA from Stanford University, a master’s degree in Business Economics from EPGE/FGV, and a bachelor’s degree in Electrical Engineering from PUC-Rio. Bruno Sousa, born in 1982, is one of the Directors of the Sponsor and serves as Chief External Affairs Officer of the Hashdex group. He joined the Sponsor as Head of Legal after a distinguished career at Veirano Advogados, where he led the Fintech practice. Mr. Sousa has nearly two decades of legal experience, with a focus on Corporate and M&A law. He has been recognized by Chambers & Partners and other legal directories for his work in these areas. Mr. Sousa holds an LLB from the Universidade de São Paulo and completed the Fintech Programme at Oxford University’s Saïd Business School. Samir Kerbage, born in 1988, serves as one of the Directors of the Sponsor and Chief Investment Officer of the Hashdex group. He is responsible for overseeing product development, research, and investment management in the company’s crypto asset offerings. Mr. Kerbage holds a degree in Computer Engineering from the Military Institute of Engineering (IME) and has extensive experience in financial market infrastructure and quantitative trading. Prior to joining the Sponsor, he worked at Americas Trading Group and has been involved in the digital assets space since 2016. He began his career as a Military Engineering Officer in the Brazilian Army. Silvia Motta, born in 1983, serves as the Chief Financial Officer of the Hashdex group, where she is responsible for the firm’s financial operations, strategy, and human resources. Ms. Motta holds dual degrees in Electrical Engineering from PUC-Rio and École Centrale de Lyon, and an MBA from Harvard Business School. Her prior experience includes strategic consulting at McKinsey & Company, leading strategy at Coca-Cola Brazil, and managing venture capital investments at Movile. Mick McLaughlin, born in 1970, is the U.S. Chief Executive Officer and Global Head of Distribution of the Hashdex group. Prior to joining Hashdex in 2024, Mr. McLaughlin served as Chief Distribution Officer at Bitwise Asset Management. Earlier in his career, he was Managing Director and Head of ETF Distribution for the Americas at Deutsche Bank and spent more than a decade at BlackRock and Barclays building the iShares ETF business. Mr. McLaughlin holds a degree in Government from California State University-Sacramento. 62 Family Relationships There are no family relationships between the Sponsor’s executive officers. Involvement in Certain Legal Proceedings None of the Sponsor’s executive officers or members of the Board of Managers has been involved in any of the following events during the past ten years: a) any bankruptcy petition filed by or against any business or property of such person or any partnership or business in which such person was a general partner or executive officer either at the time of the bankruptcy or within two years prior to that time; b) any conviction in a criminal proceeding or being a named subject of a pending criminal proceeding (excluding traffic violations and other minor offences); c) being the subject of any order, judgment, or decree, not subsequently reversed, suspended or vacated, of any court of competent jurisdiction, permanently or temporarily enjoining, barring, suspending or otherwise limiting his or her involvement in any type of business, securities or banking activities; d) being found by a court of competent jurisdiction (in a civil action), the SEC or the Commodity Futures Trading Commission to have violated a federal or state securities or commodities law, and the judgment has not been reversed, suspended, or vacated; e) being the subject of, or a party to, any federal or state judicial or administrative order, judgment, decree, or finding, not subsequently reversed, suspended or vacated, relating to an alleged violation of: (i) any federal or state securities or commodities law or regulation; or (ii) any law or regulation respecting financial institutions or insurance companies including, but not limited to, a temporary or permanent injunction, order of disgorgement or restitution, civil money penalty or temporary or permanent cease- and-desist order, or removal or prohibition order; or (iii) any law or regulation prohibiting mail or wire fraud or fraud in connection with any business entity; or f) being the subject of, or a party to, any sanction or order, not subsequently reversed, suspended or vacated, of any self-regulatory organization (as defined in Section 3(a)(26) of the Exchange Act), any registered entity (as defined in Section 1(a)(40) of the Commodity Exchange Act), or any equivalent exchange, association, entity or organization that has disciplinary authority over its members or persons associated with a member. Code of Ethics The Trust does not have a code of ethics as it does not have any directors, officers, or employees. The Sponsor has adopted and implemented a code of ethics and related policies and procedures (collectively, the “Code of Ethics”) that applies to its executive officers and agents who perform certain functions with respect to the Trust that, if the Trust had executive officers, would typically be performed by them. The Code of Ethics is available on request, free of charge, by writing the Sponsor at risk-compliance@hashdex.com. 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, 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 an insider trading policy applicable to the Sponsor’s directors, officers and employees, which is included as an exhibit to this Annual Report. 63 Item 11. Executive Compensation The Trust does not have directors or executive officers. The only ordinary expense of the Trust is the Sponsor’s Management Fee. Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters Security Ownership of Certain Beneficial Owners. To the best knowledge of the Registrant, no person beneficially owned more than 5% of the outstanding Shares of the Trust as of December 31,2025 . Security Ownership of Management . As of the date of this Annual Report, the Sponsor owned zero shares of the Fund and none of the principals of the Sponsor owned any Shares of the Fund. Change of Control . Neither the Sponsor nor the Trustee knows of any arrangements which may subsequently result in a change in the control of the Trust. Securities Authorized for Issuance under Equity Compensation Plans . The Trust has no securities authorized for issuance under equity compensation plans. Item 13. Relationships and Related Transactions and Director Independence See Item 11, above. The Trust has no directors or executive officers; therefore, no determination has been made relative to director independence. Item 14. Principal Accountant and Audit Fees and Services Fees for services performed by Tait, Weller & Baker LLP , as paid by the Sponsor from the Management Fee, for the year ended December 31, 2025 were: Year Ended December 31, 2025 Audit Fees $ 26,500 Audit-Related Fees $ 7,500 Tax Fees $ — All Other Fees $ — Tidal approved all services provided by Tait, Weller & Baker LLP, above. Tidal preapproved all audit, non-audit, tax preparation, and tax accounting services, if any, of the Trust’s independent registered public accounting firm and tax accounting firm, including all engagement fees and terms. 445 Part IV. Item 15. Exhibits and Financial Statements Schedules (a)(1) Financial Statements See Index to Financial Statements on page 34 for a list of the financial statements being filed herein. 64 (a)(2) Financial Statement Schedules Schedules have been omitted since they are either not required, not applicable, or the information has otherwise been included. (a)(3) Exhibits The following exhibits are filed as herein or incorporated herein and made a part of this Annual Report: Exhibit Number Exhibit Description 3.1 Second Amended and Restated Declaration of Trust and Trust Agreement (incorporated by reference to Exhibit 3.1 to the Registrant’s Registration Statement on Form S-1 (File No. 333-276254), filed with the SEC on January 16, 2026) 4.1 Description of Capital Stock (incorporated by reference to Exhibit 4.1 to the Registrant’s Annual Report on Form 10-K, filed with the SEC on April 1, 2024) 10.1 Form of Authorized Purchaser Agreement (incorporated by reference to Exhibit B of Exhibit 3.1 to the Registrant’s Registration Statement on Form S-1 (File No. 333-276254), filed with the SEC on January 16, 2026) 10.2 Form of Marketing Agent Agreement (incorporated by reference to Exhibit 10.2 to the Registrant’s Registration Statement on Form S-1 (File No. 333-276254), filed with the SEC on January 16, 2026) 10.3 Form of Cash Custody Agreement (incorporated by reference to Exhibit 10.3.1 to the Registrant’s Registration Statement on Form S-1 (File No. 333-276254), filed with the SEC on January 16, 2026) 10.4 Form of Bitcoin Custody Agreement (incorporated by reference to Exhibit 3.1 to the Registrant’s Registration Statement on Form S-1 (333-276254), filed with the SEC on December 26, 2023) 10.5 Form of Fund Accounting Servicing Agreement (incorporated by reference to Exhibit 10.4 to the Registrant’s Registration Statement on Form S-1 (File No. 333-276254), filed with the SEC on January 16, 2026) 10.6 Form of Transfer Agent Servicing Agreement (incorporated by reference to Exhibit 10.5 to the Registrant’s Registration Statement on Form S-1 (File No. 333-276254), filed with the SEC on January 16, 2026) 10.7 Form of Fund Administration Servicing Agreement (incorporated by reference to Exhibit 10.6 to the Registrant’s Registration Statement on Form S-1 (File No. 333-276254), filed with the SEC on January 16, 2026) 10.8 Change of Sponsor Letter Agreement (incorporated by reference to Exhibit 10.3.3 to the Registrant’s Registration Statement on Form S-1 (File No. 333-276254), filed with the SEC on January 16, 2026) 10.9 Compliance Services Agreement (incorporated by reference to Exhibit 10.7 to the Registrant’s Registration Statement on Form S-1 (File No. 333-276254), filed with the SEC on January 16, 2026) 10.10 Digital Asset Trading Agreement with Nonco (incorporated by reference to the Registrant’s Registration Statement on Form S-1 (File No. 333-276254), filed with the SEC on January 16, 2026) 19.1* Insider Trading Policies and Procedures 23.1* Consent of Independent Registered Public Accounting Firm 31.1* Rule 13(a)-14(a)/15(d)-14(a) Certification of Principal Executive Officer 31.2* Rule 13(a)-14(a)/15(d)-14(a) Certification of Principal Financial and Accounting Officer 32.1** Section 1350 Certification of Principal Executive Officer 32.2** Section 1350 Certification of Principal Financial and Accounting Officer 97.1 * Erroneously Awarded Compensation Recovery Policies and Procedures 101* Interactive Data Files of Financial Statements and Notes. 104* Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101). * Filed herewith. ** Furnished herewith. Item 16. Form 10-K Summary Not applicable. 65 SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized. Hashdex Commodities Trust (Registrant) By: Hashdex Asset Management, Ltd. its Sponsor By: /s/ Bruno Ramos de Sousa Name: Bruno Ramos de Sousa Title: Director of the Sponsor (Principal Executive Officer) By: /s/ Samir Kerbage Name: Samir Kerbage Director of the Sponsor (Principal Finance Officer and Principal Accounting Officer) Date: March 31, 2026 66