What changed in this filing

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Item 1. Financial Statements

2025-05-07 compared with 2024-11-07 · 95 added, 118 removed, 243 unchanged (47% of the section changed)

1 unchanged sentence

iShares ® Ethereum Trust ETF

Statement of Assets and Liabilities (Unaudited)

At September 30, 2024

September 30,

Statements of Assets and Liabilities (Unaudited)

At March 31, 2025 and December 31, 2024

Investment in ether, at fair value (a)

2 unchanged sentences

Sponsor’s fees payable

267,201 444,633

Total Liabilities

267,201 444,633

Commitments and contingent liabilities (Note 6)

1 unchanged sentence

Shares issued and outstanding (b)

157,440,000 141,480,000

Net asset value per Share (Note 2C)

Cost of investment in ether:

$ 13.89 $ 25.24

Cost of investment in ether:

$3,887,465,641 and $3,543,902,275, respectively.

No par value, unlimited amount authorized.

1 unchanged sentence

iShares ® Ethereum Trust ETF

Statements of Operations (Unaudited)

For the three months ended September 30, 2024 and the Period from May 21, 2024 (Date of Seeding) to September 30, 2024

September 30,

For the Period

2024 (Date of

September 30,

Statement of Operations (Unaudited)

For the three months ended March 31, 2025

March 31, 2025

Sponsor’s fees

$ 358,491 $ 358,911

Sponsor’s fees waiver

( 186,634 ) ( 186,634 )

Sponsor’s fees waived

Total expenses

171,857 172,277

Net investment loss

3 unchanged sentences

Ether sold to pay expenses

Ether sold for the redemption of Shares

( 203,341,675 )

Net realized loss

( 203,654,846 ) (b)

Net change in unrealized appreciation/depreciation

5 unchanged sentences

Net decrease in net assets per Share (a)

$ ( 4.67 ) $ ( 6.69 )

Net decrease in net assets per Share based on average shares outstanding during the period.

Net increase (decrease) in net assets per Share based on average shares outstanding during the period.

Includes $436,231 of realized gains and $(204,091,077) of realized losses.

See notes to financial statements.

iShares ® Ethereum Trust ETF

Statements of Changes in Net Assets (Unaudited)

For the three months ended September 30, 2024 and the period from May 21, 2024 (Date of Seeding) to September 30, 2024

For the Period

from May 21, 2024

(Date of Seeding)

to September 30,

Net Assets at May 21, 2024

Net investment loss

Net change in unrealized appreciation/depreciation

Net increase in net assets resulting from operations

Capital Share Transactions:

Contributions for Shares issued

Net increase in net assets from capital share transactions

Increase in net assets

Net Assets at June 30, 2024

Statement of Changes in Net Assets (Unaudited)

For the three months ended March 31, 2025

March 31, 2025

Net Assets at December 31, 2024

$ 3,571,262,167

Net investment loss

( 1,246,649 )

Net realized loss

( 203,654,846 )

Net change in unrealized appreciation/depreciation

( 1,728,580,085 )

Net decrease in net assets resulting from operations

( 1,933,481,580 )

Capital Share Transactions:

Contributions for Shares issued

Distributions for Shares redeemed

( 390,105,968 )

Net increase in net assets from capital share transactions

Increase in net assets 1,008,752,668

Net Assets at September 30, 2024 $ 1,019,342,543

Decrease in net assets

( 1,384,871,548 )

Net Assets at March 31, 2025

$ 2,186,390,619

Shares issued and redeemed

1 unchanged sentence

Shares redeemed

( 24,000,000 )

Net increase in Shares issued and outstanding

2 unchanged sentences

Statement of Cash Flows (Unaudited)

For the Period from May 21, 2024 (Date of Seeding) to September 30, 2024

For the Period

from May 21, 2024

(Date of Seeding)

to September 30,

For the three months ended March 31, 2025

March 31, 2025

Cash Flows from Operating Activities

4 unchanged sentences

( 938,629,210 )

Proceeds from ether sold to pay expenses

Proceeds from ether sold

Net realized (gain) loss

Net change in unrealized appreciation/depreciation

1,728,580,085

Change in operating assets and liabilities:

5 unchanged sentences

$ 938,716,000

Payments for Shares redeemed

( 390,105,968 )

Net cash provided by financing activities

$ 548,610,032

Net increase in cash

Net decrease in cash

Cash, beginning of period

2 unchanged sentences

iShares ® Ethereum Trust ETF

Schedule of Investments (Unaudited)

At September 30, 2024

September 30, 2024

Schedules of Investments (Unaudited)

At March 31, 2025 and December 31, 2024

March 31, 2025

1,191,766 $ 3,887,465,641 $ 2,186,653,058

4 unchanged sentences

$ 2,186,390,619

December 31, 2024

1,071,415 $ 3,543,902,275 $ 3,571,669,777

Total Investments – 100.01 %

3,571,669,777

Other Assets less Liabilities – (0.01) %

Net Assets – 100.00 %

$ 3,571,262,167

See notes to financial statements.

1 unchanged sentence

Notes to Financial Statements (Unaudited)

September 30, 2024

1 - Organization

March 31, 2025

The iShares Ethereum Trust ETF (the “Trust”) was organized on November 9, 2023 as a Delaware statutory trust.

3 unchanged sentences

The Trust issues units of beneficial interest (“Shares”) representing fractional undivided beneficial interests in its net assets.

On August 8, 2024, the Trust’s name was changed from iShares Ethereum Trust to iShares Ethereum Trust ETF.

On May 21, 2024, BlackRock Financial Management, Inc.

13 unchanged sentences

Interim period results are not necessarily indicative of results for a full-year period.

These financial statements and the notes thereto should be read in conjunction with the Trust’s financial statements included in its Annual Report on Form 10 -K for the year ended December 31, 2024, as filed with the SEC on March 5, 2025.

The Trust qualifies as an investment company solely for accounting purposes and not for any other purpose and follows the accounting and reporting guidance under the Financial Accounting Standards Board Accounting Standards Codification Topic 946, Financial Services - Investment Companies, but is not registered, and is not required to be registered, as an investment company under the Investment Company Act of 1940, as amended.

6 unchanged sentences

Coinbase Custody Trust Company, LLC (the “Ether Custodian”) is responsible for safekeeping the ether owned by the Trust.

The Ether Custodian is appointed by the Trustee.

Anchorage Digital Bank N.A.

is the “Additional Ether Custodian” for the Trust.

At the current time, the Sponsor has no plans to move any of the Trust’s ether to the Additional Ether Custodian.

The Ether Custodian and the Additional Ether Custodian are appointed by the Trustee.

The net asset value of the Trust equals the total assets of the Trust, which consists solely of ether and cash, less total liabilities of the Trust, each determined by the Trustee pursuant to policies established from time to time by the Trustee or its affiliates or otherwise described herein.

12 unchanged sentences

If the CF Benchmarks Index is not used, the Trust will notify Shareholders in a prospectus supplement, in its periodic Exchange Act reports and/or on the Trust’s website.

The Trust Administrator calculates the net asset value of the Trust and the NAV once on each day other than a Saturday or a Sunday, or a day on which NASDAQ is closed for regular trading (a “Business Day”).

The Trust Administrator calculates the net asset value of the Trust and the NAV of the Trust once on each day other than a Saturday or a Sunday, or a day on which NASDAQ is closed for regular trading (a “Business Day”).

The NAV for a normal trading day will be released after 4:00 p.m.

9 unchanged sentences

Gain or loss on sales of ether is calculated on a trade date basis using the average cost method.

The following table summarizes activity in ether for the three months ended September 30, 2024:

Three Months Ended September 30, 2024

The following table summarizes activity in ether for the three months ended March 31, 2025:

Three Months Ended March 31, 2025

Beginning balance

2 unchanged sentences

302,532 938,629,210 938,629,210 —

Ether sold to pay expenses

( 28 ) ( 84,988 ) ( 63,328 ) ( 21,660 )

Net realized loss

— — ( 21,660 ) —

Net change in unrealized appreciation/depreciation

— — ( 138,509,122 ) —

Ending balance

387,843 $ 1,157,342,168 $ 1,019,423,341 $ ( 21,660 )

The following table summarizes activity in ether for the period from May 21, 2024 ( Date of Seeding) to September 30, 2024:

Period from May 21, 2024 (Date of

Seeding) to September 30, 2024

Beginning balance

— $ — $ — $ —

Ether purchased

Ether sold for the redemption of shares

( 181,672 ) ( 593,395,677 ) ( 390,054,002 ) ( 203,341,675 )

19 unchanged sentences

Baskets may be redeemed by the Trust in exchange for the cash proceeds from selling the amount of ether corresponding to their redemption value.

The Trust engages in ether transactions for converting cash into ether (in association with purchase orders) and ether into cash (in association with redemption orders) by choosing, in its sole discretion, to trade directly with third parties (each, a “Ether Trading Counterparty”), who are not registered broker-dealers pursuant to written agreements between such Ether Trading Counterparties and the Trust, or choosing to trade through Coinbase, Inc.

(the “Prime Execution Agent”) acting in an agency capacity with third parties through its Coinbase Prime service pursuant to the Prime Execution Agent Agreement.

The Trust engages in ether transactions for converting cash into ether (in association with purchase orders) and ether into cash (in association with redemption orders) by choosing, in its sole discretion, to trade directly with third parties (each, an “Ether Trading Counterparty”), who are not registered broker-dealers pursuant to written agreements between such Ether Trading Counterparties and the Trust, or choosing to trade through the Prime Execution Agent acting in an agency capacity with third parties through its Coinbase Prime service pursuant to the Prime Execution Agent Agreement.

Federal Income Taxes

1 unchanged sentence

Any interest, expenses, gains and losses are passed through to the holders of Shares of the Trust.

The Sponsor has analyzed applicable tax laws and regulations and their application to the Trust as of September 30, 2024 and does not believe that there are any uncertain tax positions that require recognition of a tax liability.

The Sponsor has analyzed applicable tax laws and regulations and their application to the Trust as of March 31, 2025 and does not believe that there are any uncertain tax positions that require recognition of a tax liability.

Segment Reporting

The Chief Financial Officer of the Sponsor acts as the Trust’s Chief Operating Decision Maker (“CODM”) and is responsible for assessing performance and allocating resources with respect to the Trust.

The CODM has concluded that the Trust operates as a single operating segment since the Trust has a single investment strategy as disclosed in its prospectus, against which the CODM assesses performance.

The financial information provided to and reviewed by the CODM is presented within the Trust’s financial statements.

Trust Expenses

1 unchanged sentence

dollars or in-kind or any combination thereof.

For the period ended September 30, 2024, the Sponsor’s fee was $ 358,911 .

For the three months ended March 31, 2025, the Sponsor’s fee was $ 2,038,502 .

The Sponsor may, at its sole discretion and from time to time, waive all or a portion of the Sponsor’s fee for stated periods of time.

2 unchanged sentences

In the future, if the Sponsor decides to waive all or a portion of the Sponsor’s fee, Shareholders will be notified in a prospectus supplement, in its periodic Exchange Act reports and/or on the Trust’s website.

For the period ended September 30, 2024, the amount waived was $ 186,634 .

For the three months ended March 31, 2025, the amount waived was $ 791,853 .

The Sponsor has agreed to assume the marketing and the following administrative expenses of the Trust:

the fees of the Trustee, the Delaware Trustee, the Trust Administrator, the Ether Custodian, and The Bank of New York Mellon (the “Cash Custodian”), NASDAQ listing fees, SEC registration fees, printing and mailing costs, tax reporting fees, audit fees, license fees and expenses and up to $ 500,000 per annum in ordinary legal fees and expenses.

the fees of the Trustee, the Delaware Trustee, the Trust Administrator, the Ether Custodian, the Additional Ether Custodian, and The Bank of New York Mellon (the “Cash Custodian”), NASDAQ listing fees, SEC registration fees, printing and mailing costs, tax reporting fees, audit fees, license fees and expenses and up to $ 500,000 per annum in ordinary legal fees and expenses.

The Sponsor may determine in its sole discretion to assume legal fees and expenses of the Trust in excess of the $ 500,000 per annum required under the Trust Agreement.

To the extent that the Sponsor does not voluntarily assume such fees and expenses, they will be the responsibility of the Trust.

The Sponsor will also pay the costs of the Trust’s organization and the initial sale of the Shares, including applicable SEC registration fees.

The Trust is not obligated to repay any such costs related to the Trust’s organization and offering paid by the Sponsor.

Related Parties

1 unchanged sentence

The Trustee’s fee is paid by the Sponsor and is not a separate expense of the Trust.

As of September 30, 2024, BlackRock Financial Management, Inc., an affiliate of the Sponsor, owned 400,000 Shares of the Trust, or 0.78 %, of the Trust.

Indemnification

6 unchanged sentences

In the normal course of business, the Trust may enter into contracts with service providers that contain general indemnification clauses.

The Trust’s maximum exposure under these arrangements is unknown as this would involve future claims that may be made against the Trust which cannot be predicted with any certainty.

The Trust’s maximum exposure under these arrangements is unknown as this would involve future claims that may be made against the Trust.

Concentration Risk

1 unchanged sentence

Accordingly, a decline in the price of ether will have an adverse effect on the value of the Shares of the Trust.

Factors that may have the effect of causing a decline in the price of ether include a negative perception of digital assets; a lack of stability and standardized regulation in the digital asset markets; the closure or temporary shutdown of digital asset platforms due to fraud, business failure, security breaches or government mandated regulation; and a loss of investor confidence.

Factors that may have the effect of causing a decline in the price of ether include negative perception of digital assets; a lack of stability and standardized regulation in the digital asset markets; the closure or temporary shutdown of digital asset platforms due to fraud, business failure, security breaches or government mandated regulation; and a loss of investor confidence.

Financial Highlights

The following financial highlights relate to investment performance and operations for a Share outstanding for the three months ended September 30, 2024 and the period from May 21, 2024 ( Date of Seeding) to September 30, 2024.

September 30,

May 21, 2024 (Date

of Seeding) to

September 30,

The following financial highlights relate to investment performance and operations for a Share outstanding for the three months ended March 31, 2025.

Net asset value per Share, beginning of period

$ 26.47 $ 25.00

Net investment loss (a)

( 0.01 ) ( 0.01 )

Net realized and unrealized loss (b)

( 6.55 ) ( 5.08 )

Net decrease in net assets from operations

( 6.56 ) ( 5.09 )

Net asset value per Share, end of period

$ 19.91 $ 19.91

Total return, at net asset value (c)(d)

( 24.78 )% ( 20.20

Ratio to average net assets:

Net investment loss (g)

( 0.12 )% ( 0.12 )%

Total Expenses (g)

0.24 % 0.24 %

Total expenses after fees waived (g) 0.12 0.12 %

Net investment loss (e)

Total Expenses (e)

Total expenses after fees waived (e)

Based on average Shares outstanding during the period.

2 unchanged sentences

Percentage is not annualized.

For the period June 24, 2024 ( Effective Date) to September 30, 2024.

For the period May 21, 2024 to September 30, 2024, the Trust’s total return was ( 20.36 )%.

Percentage is annualized.

10 unchanged sentences

Unobservable inputs that are unobservable for the asset or liability, including the Trust’s assumptions used in determining the fair value of investments.

At September 30, 2024, the value of the ether held by the Trust is categorized as Level 1.

At March 31, 2025, the value of the ether held by the Trust is categorized as Level 1.

Subsequent Event

On April 7, 2025, the Trustee entered into a custodial services agreement (the “Anchorage Custodian Agreement”) with Anchorage Digital Bank N.A.

(“Anchorage”) a national trust bank chartered by the Office of the Comptroller of the Currency.

Pursuant to the Anchorage Custodian Agreement, Anchorage will establish and maintain one or more segregated custody accounts, controlled and secured by Anchorage, on its books which will have the ability to support the receipt, safekeeping, and maintenance of the Trust’s ether holdings.

Other than the items noted above there were no subsequent events requiring adjustment or additional disclosure in the financial statements.

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

21 unchanged sentences

Shares of the Trust trade on the Nasdaq Stock Market LLC (“NASDAQ”) under the ticker symbol ETHA.

Valuation of Ether; The CF Benchmark Index

On each day other than a Saturday or a Sunday, or a day on which NASDAQ is closed for regular trading (a “Business Day”), as soon as practicable after 4:00 p.m.

Valuation of Ether ; The CF Benchmarks Index

On each Business Day, as soon as practicable after 4:00 p.m.

Eastern Time (“ET”), the Trust evaluates the ether held by the Trust as reflected by the CME CF Ether–Dollar Reference Rate – New York Variant for the ether – U.S.

Dollar trading pair (the “CF Benchmarks Index”) and determines the net asset value of the Trust and the net asset value per share (“NAV”).

For purposes of making these calculations, a Business Day means any day other than a day when NASDAQ is closed for regular trading.

CF Benchmarks Index is calculated as of 4:00 p.m.

The CF Benchmarks Index is designed based on the IOSCO Principles for Financial Benchmarks and is a Registered Benchmark under UK Benchmark Regulations (“BMR”).

The administrator of the CF Benchmarks Index is CF Benchmarks Ltd.

(the “Index Administrator”) a UK incorporated company, authorized and regulated by the Financial Conduct Authority (“FCA”) of the UK as a Benchmark Administrator, under UK BMR.

The CF Benchmarks Index is designed based on the IOSCO Principles for Financial Benchmarks and is a Registered Benchmark under the UK Benchmark Regulations (“BMR”).

The administrator of the CF Benchmarks Index is CF Benchmarks Ltd., a UK incorporated company, authorized and regulated by the Financial Conduct Authority of the UK as a Benchmark Administrator under the UK BMR.

The Trust is not aware of any trends, demands, conditions or events that are reasonably likely to result in material changes to its liquidity needs.

6 unchanged sentences

These estimates and assumptions affect the Trust’s application of accounting policies.

A description of the valuation of ether, a critical accounting policy that the Trust believes is important to understanding its results of operations and financial position, is provided in the section entitled “Valuation of Ether; The CF Benchmark Index,” above.

The CF Benchmark Index,” above.

In addition, please refer to Note 2 to the financial statements included in this report for further discussion of the Trust’s accounting policies.

Results of Operations

The Quarter Ended September 30, 2024

The Trust’s net asset value increased from $10,589,875 at June 30, 2024 to $1,019,342,543 at September 30, 2024.

The increase in the Trust’s net asset value resulted primarily from an increase in the number of outstanding Shares, which rose from 400,000 Shares at June 30, 2024 to 51,200,000 Shares at September 30, 2024, a consequence of 50,800,000 Shares (1,270 Baskets) being created.

The increase in the Trust’s net asset value was partially offset by a decrease in the price of ether, which fell 24.78% from $3,494.31 at June 30, 2024 to $2,628.44 at September 30, 2024.

The 24.78% decrease in the NAV for purposes of the Trust’s periodic financial statements (the “Financial Statement NAV”) from $26.47 at June 30, 2024 to $19.91 at September 30, 2024 is directly related to the 24.78% decrease in the price of ether.

The NAV of $26.70 on July 19, 2024 was the highest during the quarter, compared with a low during the quarter of $16.85 on September 6, 2024.

Net decrease in net assets resulting from operations for the quarter ended September 30, 2024 was $138,702,639, resulting from an unrealized loss on investment in ether of $138,509,122, a net investment loss of $171,857, and a net realized loss of $21,660 from ether sold to pay expenses.

Other than the net Sponsor’s fee of $171,857, the Trust had no expenses during the quarter.

The Period from May 21, 2024 (Date of Seeding) to September 30, 2024

On May 21, 2024, the Seed Capital Investor, an affiliate of the Sponsor, subject to conditions, purchased the Seed Creation Baskets, comprising 400,000 Shares at a per-Share price equal to $25.00.

Total proceeds to the Trust from the sale of the Seed Creation Baskets were $10,000,000.

On June 24, 2024, the Trust purchased approximately 3,031 ether with the proceeds of the Seed Creation Baskets using the Prime Execution Agent.

With the above transaction on June 24, 2024, the Trust commenced operations and the Sponsor’s fee started accruing daily at an annualized rate equal to 0.25% of the net asset value of the Trust.

The 20.36% decrease in the NAV for purposes of the Financial Statement NAV from $25.00 at May 21, 2024 (Date of Seeding) to $19.91 at September 30, 2024 is directly related to the 20.34% decrease in the price of ether.

The Financial Statement NAV decreased slightly more than the price of ether on a percentage basis due to the Sponsor’s fee, which was $172,277 for the period, or 0.04% of the Trust’s average weighted assets of $405,270,976 during the period.

The NAV of $26.70 on July 19, 2024 was the highest during the period, compared with a low during the period of $16.85 on September 6, 2024.

Net decrease in net assets resulting from operations for the period from May 21, 2024 to September 30, 2024 was $138,112,764, resulting from an unrealized loss on investment in ether of $137,918,827, a net realized loss of $21,660 from ether sold to pay expenses, and a net investment loss of $172,277.

Other than the net Sponsor’s fee of $172,277, the Trust had no expenses during the quarter.

The Quarter Ended March 31, 2025

The Trust’s net asset value decreased from $3,571,262,167 at December 31, 2024 to $2,186,390,619 at March 31, 2025, a 38.78% decrease.

The decrease in the Trust’s net asset value resulted primarily from an decrease in the price of ether, which fell 44.96% from $3,333.60 at December 31, 2024 to $1,834.80 at March 31, 2025, partially offset by a increase in the number of outstanding shares which rose from 141,480,000 Shares at December 31, 2024 to 157,440,000 Shares at March 31, 2025, a consequence of 39,960,000 Shares (999 Baskets) being created and 24,000,000 Shares (600 Baskets) being redeemed during the quarter.

The 44.97% decrease in the NAV for purposes of the Trust’s periodic financial statements (“Financial Statement NAV”) from $25.24 at December 31, 2024 to $13.89 at March 31, 2025 is directly related to the 44.96% decrease in the price of ether.

The Financial Statement NAV decreased slightly more than the price of ether on a percentage basis due to the Sponsor’s fee, which was $1,246,649 for the quarter, or 0.04% of the Trust’s average weighted assets of $3,306,900,749 during the quarter.

The NAV of $27.95 on January 6, 2025 was the highest during the quarter, compared with a low during the quarter of $13.89 on March 31, 2025.

Net decrease in net assets resulting from operations for the quarter ended March 31, 2025 was $1,933,481,580, resulting from an unrealized loss on investment in ether of $1,728,580,085, a net realized loss of $203,341,675 on ether distributed for the redemption of Shares, a net realized loss of $313,171 from ether sold to pay expenses during the quarter, and a net investment loss of $1,246,649.

Other than the Sponsor’s fees of $1,246,649, the Trust had no expenses during the quarter.

Quantitative and Qualitative Disclosures About Market Risk.

1 unchanged sentence

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-Q

Item 1. Financial Statements