What changed in this filing

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Item 1. Financial Statements

2025-11-06 compared with 2025-08-05 · 178 added, 59 removed, 320 unchanged (43% of the section changed)

2 unchanged sentences

Statements of Assets and Liabilities (Unaudited)

At June 30, 2025 and December 31, 2024

At September 30, 2025 and December 31, 2024

September 30,

Investment in ether, at fair value (a)

3 unchanged sentences

127,490,911 —

16,001,622,732 3,571,706,800

Sponsor’s fees payable

1 unchanged sentence

Payable for investments purchased

127,488,045 —

Total Liabilities

12 unchanged sentences

Statements of Operations (Unaudited)

For the three and six months ended June 30, 2025 and the period from May 21, 2024 (Date of Seeding) to June 30, 2024

Three Months Ended

June 30, 2025

For the Period

from May 21, 2024 (Date of Seeding)

to June 30, 2024

Six Months Ended

June 30, 2025

For the Period

from May 21, 2024 (Date of Seeding)

to June 30, 2024

For the three and nine months ended September 30, 2025 the three months ended September 30, 2024 and the period from May 21, 2024 (Date of Seeding) to September 30, 2024

September 30, 2025

September 30, 2024

September 30, 2025

(Date of Seeding) to

September 30, 2024

Sponsor’s fees

$ 7,917,727 $ 358,491 $ 11,838,343 $ 358,911

Sponsor’s fees waived

( 204,795 ) ( 186,634 ) ( 1,748,012 ) ( 186,634 )

Total expenses

7,712,932 171,857 10,090,331 172,277

Net investment loss

( 7,712,932 ) ( 171,857 ) ( 10,090,331 ) ( 172,277 )

Net Realized and Unrealized Gain (Loss)

1 unchanged sentence

Ether sold to pay expenses

730,372 ( 21,660 ) ( 6,035 ) ( 21,660 )

Ether sold for the redemption of Shares

1 unchanged sentence

Net realized gain (loss)

( 297,258,917

327,812,749 (a)

( 21,660 ) (b) 30,553,832 (c) ( 21,660 ) (b)

Net change in unrealized appreciation/depreciation

4 unchanged sentences

$ 3,556,795,972 $ ( 138,702,639 ) $ 2,382,830,211 $ ( 138,112,764 )

Net increase (decrease) in net assets per Share (c)

Net increase (decrease) in net assets per Share (d)

$ 8.59 $ ( 4.67 ) $ 9.40 $ ( 6.69 )

Includes $352,587,218 of realized gains and $(24,774,469) of realized losses.

Includes $82 of realized gains and $(21,742) of realized losses.

Includes $353,831,422 of realized gains and $(323,277,590) of realized losses.

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

2 unchanged sentences

Statements of Changes in Net Assets (Unaudited)

For the three and six months ended June 30, 2025

Six Months Ended

June 30, 2025

For the three, six and nine months ended September 30, 2025

September 30, 2025

Net Assets at December 31, 2024

1 unchanged sentence

Net investment loss

( 1,246,649 )

Net realized loss

14 unchanged sentences

Net investment loss

( 1,130,750 )

Net realized loss

( 93,604,071 )

Net change in unrealized appreciation/depreciation

11 unchanged sentences

$ 4,395,795,808

Net investment loss

( 7,712,932 )

Net realized gain

Net change in unrealized appreciation/depreciation

3,236,696,155

Net increase in net assets resulting from operations

3,556,795,972

Capital Share Transactions:

Contributions for Shares issued

9,717,095,182

Distributions for Shares redeemed

( 1,798,908,440 )

Net increase in net assets from capital share transactions

7,918,186,742

Increase in net assets

11,474,982,714

Net Assets at September 30, 2025

$ 15,870,778,522

Shares issued and redeemed

1 unchanged sentence

Shares redeemed

( 92,200,000 )

Net increase in Shares issued and outstanding

2 unchanged sentences

Statement of Changes in Net Assets (Unaudited)

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

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

(Date of Seeding) to

June 30, 2024

(Date of Seeding) to September 30, 2024

Net Assets at May 21, 2024

Net investment loss

Net realized gain

Net change in unrealized appreciation/depreciation

2 unchanged sentences

Contributions for Shares issued

Distributions for Shares redeemed

Net increase in net assets from capital share transactions

1 unchanged sentence

Net Assets at June 30, 2024

Net investment loss

Net realized loss

Net change in unrealized appreciation/depreciation

( 138,509,122 )

Net decrease in net assets resulting from operations

( 138,702,639 )

Capital Share Transactions:

Contributions for Shares issued

1,147,455,307

Net increase in net assets from capital share transactions

1,147,455,307

Increase in net assets

1,008,752,668

Net Assets at September 30, 2024

$ 1,019,342,543

Shares issued and redeemed

5 unchanged sentences

Statements of Cash Flows (Unaudited)

For the six months ended June 30, 2025 and For the Period from May 21, 2024 (Date of Seeding) to June 30, 2024

Six Months Ended

June 30, 2025

For the nine months ended September 30, 2025 and For the Period from May 21, 2024 (Date of Seeding) to September 30, 2024

September 30,

(Date of Seeding)

to June 30, 2024

to September 30,

Cash Flows from Operating Activities

5 unchanged sentences

Proceeds from ether sold

2,339,777,279 63,328

Net realized (gain) loss

( 30,553,832 ) 21,660

Net change in unrealized appreciation/depreciation

( 2,362,366,710 ) 137,918,827

Change in operating assets and liabilities:

Sponsor’s fees payable

2,911,532 84,058

Net cash used in operating activities

7 unchanged sentences

$ 9,789,195,233 $ 1,157,455,307

Net decrease in cash

Net increase in cash

$ 8,656 $ 3,260

Cash, beginning of period

Cash, end of period

$ 45,679 $ 3,260

See notes to financial statements.

1 unchanged sentence

Schedules of Investments (Unaudited)

At June 30, 2025 and December 31, 2024

June 30, 2025

At September 30, 2025 and December 31, 2024

September 30, 2025

3,842,823 $ 13,483,951,930 $ 15,874,086,142

2 unchanged sentences

Liabilities in Excess of Other Assets – (0.02) %

( 3,307,620 )

Net Assets – 100.00 %

10 unchanged sentences

Notes to Financial Statements (Unaudited)

June 30, 2025

September 30, 2025

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

11 unchanged sentences

The Trust’s registration statement on Form S- 1 relating to its continuous public offering of Shares was declared effective by the Securities and Exchange Commission (“SEC”) on July 22, 2024 ( Effective Date) and the Shares were listed on The Nasdaq Stock Market LLC (“NASDAQ”) on July 23, 2024.

On July 29, 2025, the SEC issued 19b - 4 orders permitting in-kind creations and redemptions by authorized participants for the Trust.

On July 31, 2025, the amendment to the Trust’s registration statement on Form S- 1 was declared effective.

As a result of these regulatory actions, the Trust is authorized to create and redeem shares with authorized participants on an in-kind basis.

The Trust seeks to reflect generally the performance of the price of ether.

44 unchanged sentences

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

The following tables summarize activity in ether for the three months ended June 30, 2025 and for the period from May 21, 2024 ( Date of Seeding) to June 30, 2024:

Three Months Ended June 30, 2025

The following tables summarize activity in ether for the three months ended September 30, 2025 and 2024:

Three Months Ended September 30, 2025

Beginning balance

6 unchanged sentences

( 1,207 ) ( 3,951,091 ) ( 4,681,463 ) 730,372

Net realized loss

Net realized gain

— — 327,812,749 —

3 unchanged sentences

3,842,823 $ 13,483,951,930 $ 15,874,086,142 $ 327,812,749

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

Three Months Ended September 30, 2024

Beginning balance

2 unchanged sentences

384,840 1,147,427,156 1,147,427,156 —

Ether sold for the redemption of shares

Ether sold to pay expenses

Net realized gain

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

Net realized loss

— — ( 21,660 ) —

Net change in unrealized appreciation/depreciation

2 unchanged sentences

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

The following tables summarize activity in ether for the six months ended June 30, 2025 and for the period from May 21, 2024 ( Date of Seeding) to June 30, 2024:

Six Months Ended June 30, 2025

The following tables summarize activity in ether for the nine months ended September 30, 2025 and the period from May 21, 2024 ( Date of Seeding) to September 30, 2024:

Nine Months Ended September 30, 2025

Beginning balance

6 unchanged sentences

( 2,109 ) ( 6,855,582 ) ( 6,849,547 ) ( 6,035 )

Net realized loss

Net realized gain

— — 30,553,832 —

3 unchanged sentences

3,842,823 $ 13,483,951,930 $ 15,874,086,142 $ 30,553,832

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

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

September 30, 2024

Beginning balance

2 unchanged sentences

387,871 1,157,427,156 1,157,427,156 —

Ether sold for the redemption of shares

Ether sold to pay expenses

Net realized gain

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

Net realized loss

— — ( 21,660 ) —

Net change in unrealized appreciation/depreciation

18 unchanged sentences

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 June 30, 2025 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 September 30, 2025 and does not believe that there are any uncertain tax positions that require recognition of a tax liability.

Segment Reporting

5 unchanged sentences

dollars or in-kind or any combination thereof.

For the six months ended June 30, 2025, the Sponsor’s fee was $ 3,920,616 .

For the nine months ended September 30, 2025, the Sponsor’s fee was $ 11,838,343 .

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 six months ended June 30, 2025, the amount waived was $ 1,543,217 .

For the nine months ended September 30, 2025, the amount waived was $ 1,748,012 .

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

19 unchanged sentences

Financial Highlights

The following financial highlights relate to investment performance and operations for a Share outstanding for the three and six months ended June 30, 2025.

Three Months Ended

June 30, 2025

Six Months Ended

June 30, 2025

The following financial highlights relate to investment performance and operations for a Share outstanding for the three and nine months ended September 30, 2025, the three months ended September 30, 2024 and the period from May 21, 2024 ( Date of Seeding) to September 30, 2024.

September 30,

(Date of Seeding) to

September 30,

Net asset value per Share, beginning of period

$ 18.81 $ 26.47 $ 25.24 $ 25.00

Net investment loss (a)

( 0.02 ) ( 0.01 ) ( 0.04 ) ( 0.01 )

Net realized and unrealized gain (loss) (b)

12.45 ( 6.55 ) 6.04 ( 5.08 )

Net increase (decrease) in net assets from operations

12.43 ( 6.56 ) 6.00 ( 5.09 )

Net asset value per Share, end of period

$ 31.24 $ 19.91 $ 31.24 $ 19.91

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

66.08 % ( 24.78 )% 23.77 % ( 20.20 )% (e)(f)

Ratio to average net assets:

Net investment income (loss) (e)

Total expenses (e)

Total expenses after fees waived (e)

Net investment loss (g)

( 0.24 )% ( 0.12 )% ( 0.21 )% ( 0.12 )%

Total expenses (g)

0.25 % 0.24 % 0.25 % 0.24 %

Total expenses after fees waived (g)

0.24 % 0.12 % 0.21 % 0.12 %

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 June 30, 2025 the value of the ether held by the Trust is categorized as Level 1.

Subsequent Events

On July 29, 2025, the SEC issued 19b - 4 orders permitting in-kind creations and redemptions by authorized participants for the Trust.

On July 31, 2025, the amendment to the Trust’s S- 1 registration statement was declared effective.

As a result of these regulatory actions, the Trust is authorized to create and redeem shares with authorized participants on an in-kind basis.

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

At September 30, 2025, the value of the ether held by the Trust is categorized as Level 1.

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

This information should be read in conjunction with the financial statements and notes to financial statements included in Item 1 of Part I of this Form 10‑Q.

The discussion and analysis that follows may contain statements that relate to future events or future performance.

In some cases, such forward‑looking statements can be identified by terminology such as “may,” “should,” “could,” “expect,” “plan,” “anticipate,” “believe,” “estimate,” “predict,” “potential” or the negative of these terms or other comparable terminology.

These statements are only predictions.

Actual events or results may differ materially.

These statements are based upon certain assumptions and analyses made by the Sponsor on the basis of its perception of historical trends, current conditions and expected future developments, as well as other factors it believes are appropriate in the circumstances.

Whether or not actual results and developments will conform to the Sponsor’s expectations and predictions, however, is subject to a number of risks and uncertainties, including the special considerations discussed below, general economic, market and business conditions, changes in laws or regulations, including those concerning taxes, made by governmental authorities or regulatory bodies, and other world economic and political developments.

Although the Sponsor does not make forward-looking statements unless it believes it has a reasonable basis for doing so, the Sponsor cannot guarantee their accuracy.

Except as required by applicable disclosure laws, neither the Trust nor the Sponsor is under a duty to update any of the forward-looking statements to conform such statements to actual results or to a change in the Sponsor’s expectations or predictions.

The iShares Ethereum Trust ETF (the “Trust”) is a Delaware statutory trust.

The Trust does not have any officers, directors, or employees, and is administered by the Third Amended and Restated Trust Agreement dated as of July 8, 2025, among iShares Delaware Trust Sponsor LLC (the “Sponsor”), BlackRock Fund Advisors (the “Trustee”) and Wilmington Trust, National Association, a national association (the “Delaware Trustee”).

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

The assets of the Trust consist primarily of ether held by a custodian on behalf of the Trust.

The Trust is a passive investment vehicle and seeks to reflect generally the performance of the price of ether.

The Trust seeks to reflect such performance before payment of the Trust’s expenses and liabilities.

The Trust does not engage in any activities designed to obtain a profit from, or ameliorate losses caused by, changes in the price of ether.

The Trust issues and redeems Shares only in aggregations of 40,000 Shares (a “Basket”) or integral multiples thereof, based on the quantity of ether attributable to each Share (net of accrued but unpaid Sponsor’s fee and any accrued but unpaid expenses or liabilities).

Only registered broker-dealers that have previously entered into an agreement with the Sponsor governing the terms and conditions of such issuance (such broker-dealer, the “Authorized Participants”), can place orders to receive Baskets in exchange for cash or ether.

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

In connection with cash creations and redemptions, 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.

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

Valuation of Ether ; The CF Benchmarks 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.

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”).

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 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.

In exchange for a fee, the Sponsor has agreed to assume most of the expenses incurred by the Trust.

As a result, the only ordinary expense of the Trust during the period covered by this report was the Sponsor’s fee.

The Trust’s only source of liquidity is its sales of ether.

Critical Accounting Policies

The financial statements and accompanying notes are prepared in accordance with generally accepted accounting principles in the United States.

The preparation of these financial statements relies on estimates and assumptions that impact the Trust’s financial position and results of operations.

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.

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, 2025

The Trust’s net asset value increased from $4,395,795,808 at June 30, 2025 to $15,870,778,522 at September 30, 2025, a 261.04% increase.

The increase in the Trust’s net asset value resulted primarily from an increase in the number of outstanding Shares, which rose from 233,720,000 Shares at June 30, 2025 to 508,080,000 Shares at September 30, 2025, a consequence of 332,680,000 Shares (8,317 Baskets) being created and 58,320,000 Shares (1,458 Baskets) being redeemed during the quarter.

The increase in the Trust’s net asset value also benefited from an increase in the price of ether, which rose 66.18% from $2,485.81 at June 30, 2025 to $4,130.84 at September 30, 2025.

The 66.08% increase in the NAV for purposes of the Trust’s periodic financial statements (“Financial Statement NAV”) from $18.81 at June 30, 2025 to $31.24 at September 30, 2025 is directly related to the 66.18% increase in the price of ether.

The Financial Statement NAV increased slightly less than the price of ether on a percentage basis due to the net Sponsor’s fee, which was $7,712,932 for the quarter, or 0.06% of the Trust’s average weighted assets of $12,565,170,179 during the quarter.

The NAV of $36.46 on August 22, 2025 was the highest during the quarter, compared with a low during the quarter of $18.28 on July 1, 2025.

Net increase in net assets resulting from operations for the quarter ended September 30, 2025 was $3,556,795,972, resulting from a net realized gain of $730,372 from ether sold to pay expenses, a net realized gain of $327,082,377 from ether sold for the redemption of Shares and an unrealized gain on investment in ether of $3,236,696,155, partially offset by a net investment loss of $7,712,932.

Other than the Sponsor’s fee of $7,712,932, the Trust had no expenses during the quarter.

The Nine-Month Period Ended September 30, 2025

The Trust’s net asset value increased from $3,571,262,167 at December 31, 2024 to $15,870,778,522 at September 30, 2025, a 344.40% increase.

The increase in the Trust’s net asset value resulted primarily from an increase in the number of outstanding Shares, which rose from 141,480,000 Shares at December 31, 2024 to 508,080,000 Shares at September 30, 2025, a consequence of 458,800,000 Shares (11,470 Baskets) being created and 92,200,000 Shares (2,305 Baskets) being redeemed during the quarter.

The increase in the Trust’s net asset value also benefited from an increase in the price of ether, which rose 23.92% from $3,333.60 at December 31, 2024 to $4,130.84 at September 30, 2025.

The 23.77% increase in the Financial Statement NAV from $25.24 at December 31, 2024 to $31.24 at September 30, 2025 is directly related to the 23.92% increase in the price of ether.

The Financial Statement NAV increased slightly less than the price of ether on a percentage basis due to the net Sponsor’s Fee, which was $10,090,331 for the period, or 0.16% of the Trust’s average weighted assets of $6,331,492,268 during the period.

The NAV of $36.46 on August 22, 2025 was the highest during the period, compared with a low during the period of $11.09 on April 8, 2025.

Net increase in net assets resulting from operations for the nine months ended September 30, 2025 was $2,382,830,211, resulting from an unrealized gain on investment in ether of $2,362,366,710, a net realized gain of $30,559,867 on ether distributed for the redemption of Shares, a net realized loss of $6,035 from ether sold to pay expenses during the period and a net investment loss of $10,090,331.

Other than the Sponsor’s fee of $10,090,331, the Trust had no expenses during the period.

Quantitative and Qualitative Disclosures About Market Risk.

Not applicable.

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