ETHE filing — read by section

Item 7. Management’s Discussion and Analysis

Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations 
 The following discussion and analysis of our financial condition and results of operations should be read together with, and is qualified in its entirety by reference to, our audited financial statements and related notes included elsewhere in this Annual Report, which have been prepared in accordance with generally accepted accounting principles in the United States (“U.S. GAAP”). The following discussion may contain forward-looking statements based on assumptions we believe to be reasonable. Our actual results could differ materially from those discussed in these forward-looking statements. Factors that could cause or contribute to these differences include, but are not limited to, those discussed below and elsewhere in this Annual Report, particularly in “Item 1A. Risk Factors” and “Forward-Looking Statements.” 
 Trust Overview 
 The Trust is a passive entity that is managed and administered by the Sponsor and does not have any officers, directors or employees. The Trust holds Ether and, from time to time on a periodic basis, issues Creation Baskets in exchange for deposits of Ether. On July 22, 2024, in connection with the approval of application under Rule 19b-4 of the Exchange Act on May 23, 2024 and the effectiveness of the registration statement on Form S-3, as amended (File No. 333-278880), the Sponsor authorized the commencement of a redemption program. Shares of the Trust began trading on NYSE Arca on July 23, 2024, following the effectiveness of the Trust’s registration statement on Form S-3, as amended. The Trust issues Shares only in one or more blocks of 10,000 Shares (a block of 10,000 Shares is called a “Basket”) to certain Authorized Participants from time to time. Baskets are offered in exchange for Ether. Through its redemption program, the Trust redeems Shares from Authorized Participants on an ongoing basis. As a passive investment vehicle, the Trust’s investment objective is for the value of the Shares (based on Ether per Share) to reflect the value of the Ether held by the Trust, including Ether earned as Staking Consideration, determined by reference to the Index Price, less the Trust’s expenses and other liabilities. While an investment in the Shares is not a direct investment in Ether, the Shares are designed to provide investors with a cost-effective and convenient way to gain investment exposure to Ether. The Trust is not managed like a business corporation or an active investment vehicle. The Trust will not utilize leverage, derivatives or any similar arrangements in seeking to meet its investment objective. 
 The ETH Trust Distribution 
 On July 23, 2024, the Trust completed its previously announced pro rata distribution of 310,158,500 shares of Grayscale Ethereum Staking Mini ETF (the “ETH Trust”) to shareholders of the Trust as of July 18, 2024 (the “Record Date”), as described in the Trust’s definitive information statement on Schedule 14C, filed with the SEC on July 18, 2024 (referred to as the “Initial Distribution”). In connection therewith, on July 23, 2024, the Trust contributed to the ETH Trust an amount of Ether equal to 10% of the total Ether held by the Trust as of the Record Date, equal to 292,262.98913350 Ether, as consideration and in exchange for the issuance of shares of the ETH Trust. 
 Staking 
 On October 6, 2025, the Trust began staking its Ether pursuant to staking arrangements with the Custodian and certain third-party staking providers. As a result, the Trust may earn staking rewards in the form of additional Ether (“Staking Consideration”). 
 The amount of Staking Consideration received by the Trust, if any, may vary from period to period and is influenced by a number of factors, including prevailing Ethereum Network conditions, protocol-level reward rates, the amount of Ether held by the Trust during the period, and the portion of the Trust’s Ether that is staked. Because staking rewards are determined by network-level mechanics rather than by the Trust or the Sponsor, the Trust does not expect Staking Consideration to be earned at a consistent rate. 
 Pursuant to the Trust’s staking arrangements and the Trust Agreement, a portion of gross Staking Consideration is allocated among the Custodian, the applicable staking provider(s), and the Sponsor (the “Sponsor’s Staking Fee”), with the Trust retaining the remainder. The net amount of Staking Consideration retained by the Trust increases the Trust’s Ether holdings, while any Ether distributed or sold for cash in connection with distributions reduces the Trust’s Ether holdings by the amount distributed or sold. 
 From time to time, the Trust may distribute Ether (or cash from the sale of Ether) received as Staking Consideration to shareholders, although the timing and amount of any such distributions, if made, are subject to the Sponsor’s discretion and applicable requirements under the Trust Agreement. Shareholders may incur tax liabilities with respect to Staking Consideration regardless of whether the Trust makes corresponding distributions. 
 Staking introduces additional operational, liquidity, regulatory and tax considerations for the Trust. In particular, staked Ether may be inaccessible for a period of time required to un-stake and withdraw Ether under Ethereum Network protocols, and the Trust remains dependent on third-party staking providers and related technical systems for the execution of staking activities. These considerations, and the risks associated with staking, are discussed further under “Item 1. Business—Staking” and “Item 1A. Risk Factors—Risk Factors Related to Staking.” 

 96 

 Critical Accounting Policies and Estimates 
 Investment Transactions and Revenue Recognition 
 The Trust considers investment transactions to be the receipt of Ether by the Trust in connection with Share creations and the delivery of Ether by the Trust in connection with Share redemptions or for payment of expenses in Ether. Prior to July 23, 2024, the Trust was not accepting redemption requests, however the Sponsor has since authorized the commencement of the Trust’s redemption program on July 22, 2024 in connection with the uplisting of the Shares to NYSE Arca. The Trust records its investment transactions on a trade date basis and changes in fair value are reflected as net change in unrealized appreciation or depreciation on investments. Realized gains and losses are calculated using the specific identification method. Realized gains and losses are recognized in connection with transactions including settling obligations for the Sponsor’s Fee in Ether. 
 Principal Market and Fair Value Determination 
 To determine which market is the Trust’s principal market (or in the absence of a principal market, the most advantageous market) for purposes of calculating the Trust’s net asset value in accordance with U.S. GAAP (“Principal Market NAV”), the Trust follows Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) Topic 820-10, Fair Value Measurement , which outlines the application of fair value accounting. ASC 820-10 determines fair value to be the price that would be received for Ether in a current sale, which assumes an orderly transaction between market participants on the measurement date. ASC 820-10 requires the Trust to assume that Ether is sold in its principal market to market participants or, in the absence of a principal market, the most advantageous market. Market participants are defined as buyers and sellers in the principal or most advantageous market that are independent, knowledgeable, and willing and able to transact. 
 The Trust only receives Ether in connection with a creation order from the Authorized Participant (or a Liquidity Provider) and does not itself transact on any Digital Asset Markets. Therefore, the Trust looks to market-based volume and level of activity for Digital Asset Markets. The Authorized Participant(s), or a Liquidity Provider, may transact in a Brokered Market, a Dealer Market, Principal-to-Principal Markets and Exchange Markets (referred to as “Trading Platform Markets” in this Annual Report), each as defined in the FASB ASC Master Glossary (collectively, “Digital Asset Markets”). 
 In determining which of the eligible Digital Asset Markets is the Trust’s principal market, the Trust reviews these criteria in the following order: 
 • First, the Trust reviews a list of Digital Asset Markets that maintain practices and policies designed to comply with anti-money laundering (“AML”) and know-your-customer (“KYC”) regulations, and non-Digital Asset Trading Platform Markets that the Trust reasonably believes are operating in compliance with applicable law, including federal and state licensing requirements, based upon information and assurances provided to it by each market. 

 • Second, the Trust sorts these Digital Asset Markets from high to low by market-based volume and level of activity of Ether traded on each Digital Asset Market in the trailing twelve months. 

 • Third, the Trust then reviews pricing fluctuations and the degree of variances in price on Digital Asset Markets to identify any material notable variances that may impact the volume or price information of a particular Digital Asset Market. 

 • Fourth, the Trust then selects a Digital Asset Market as its principal market based on the highest market-based volume, level of activity and price stability in comparison to the other Digital Asset Markets on the list. Based on information reasonably available to the Trust, Trading Platform Markets have the greatest volume and level of activity for the asset. The Trust therefore looks to accessible Trading Platform Markets as opposed to the Brokered Market, Dealer Market and Principal-to-Principal Markets to determine its principal market. As a result of the aforementioned analysis, a Trading Platform Market has been selected as the Trust’s principal market. 

 The Trust determines its principal market (or in the absence of a principal market the most advantageous market) annually and conducts a quarterly analysis to determine (i) if there have been recent changes to each Digital Asset Market’s trading volume and level of activity in the trailing twelve months, (ii) if any Digital Asset Markets have developed that the Trust has access to, or (iii) if recent changes to each Digital Asset Market’s price stability have occurred that would materially impact the selection of the principal market and necessitate a change in the Trust’s determination of its principal market. 
 The cost basis of the Ether received by the Trust in connection with a creation order is recorded by the Trust at the fair value of Ether at 4:00 p.m., New York time, on the creation date for financial reporting purposes. The cost basis recorded by the Trust may differ from proceeds collected by the Authorized Participant from the sale of the corresponding Shares to investors. 
 Investment Company Considerations 
 The Trust is an investment company for U.S. GAAP purposes and follows accounting and reporting guidance in accordance with the FASB ASC Topic 946, Financial Services—Investment Companies . The Trust uses fair value as its method of accounting for Ether 

 97 

 in accordance with its classification as an investment company for accounting purposes. The Trust is not a registered investment company under the Investment Company Act. U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts in the financial statements and accompanying notes. Actual results could differ from those estimates and these differences could be material. 
 Review of Financial Results 
 Financial Highlights for the Years ended December 31, 2025, 2024 and 2023 
 (All amounts in the following table and the subsequent paragraphs, except Share, Ether and price of Ether amounts, are in thousands) 

 For the Years Ended December 31, 
 
 2025 
 
 2024 
 
 2023 
 
 Net realized and unrealized (loss) gain on investment in Ether (1) 
 
 $ 
 
 (542,295 
 
 ) 
 
 $ 
 
 2,767,727 
 
 $ 
 
 3,243,340 
 
 Net (decrease) increase in net assets resulting from operations 
 
 $ 
 
 (618,753 
 
 ) 
 
 $ 
 
 2,585,133 
 
 $ 
 
 3,108,856 
 
 Net assets (2) 
 
 $ 
 
 2,703,115 
 
 $ 
 
 4,735,980 
 
 $ 
 
 6,758,054 
 
 (1) Includes the impact of the Initial Distribution of 292,262.98913350 Ether, with a value of approximately $1,010.9 million to Grayscale Ethereum Staking Mini ETF, completed on July 23, 2024, as discussed in Note 4 of the notes to the financial statements. 

 (2) Net assets in the above table and subsequent paragraphs are calculated in accordance with U.S. GAAP based on the Digital Asset Market price of Ether on the Digital Asset Trading Platform that the Trust considered its principal market, as of 4:00 p.m., New York time, on the valuation date. 

 Net realized and unrealized loss on investment in Ether for the year ended December 31, 2025 was ($542,295), which includes a realized gain of $68,726 on the transfer of Ether to pay the Sponsor’s Fee, a realized gain of $1,710,658 on the sale of Ether to meet redemptions, net change in unrealized appreciation/depreciation on the Sponsor’s Staking Fee payable in Ether of $181, and net change in unrealized appreciation/depreciation on investment in Ether of ($2,321,860). Net realized and unrealized loss on investment in Ether for the year was driven by Ether price depreciation from $3,340.40 per Ether as of December 31, 2024, to $2,971.94 per Ether as of December 31, 2025. Net decrease in net assets resulting from operations was ($618,753) for the year ended December 31, 2025, which consisted of the net realized and unrealized loss on investment in Ether, and the Net Investment Loss of $76,458. Net assets decreased to $2,703,115 at December 31, 2025, a 43% decrease for the year. The decrease in net assets resulted from the aforementioned Ether price depreciation, the withdrawal of approximately 28,363 Ether to pay the foregoing Sponsor’s Fee, the payable of approximately 3,798 Ether to pay the foregoing Sponsor’s Staking Fee, and the redemption of approximately 704,785 Ether, with a value of $2,158,500 from the Trust, partially offset by the contribution of approximately 221,891 Ether, with a value of $744,388 to the Trust in connection with Share creations during the year, and the contribution of approximately 3,798 Ether with a value of $12,167 to the Trust in connection with Staking Rewards. 
 Net realized and unrealized gain on investment in Ether for the year ended December 31, 2024 was $2,767,727, which includes a realized gain of $157,557 on the transfer of Ether to pay the Sponsor’s Fee, a realized gain of $3,108,025 on the sale of Ether to meet redemptions, a realized gain of $888,140 on the sale of Ether related to the Initial Distribution to Grayscale Ethereum Staking Mini ETF, and net change in unrealized appreciation/depreciation on investment in Ether of ($1,385,995). Net realized and unrealized gain on investment in Ether for the year was driven by Ether price appreciation from $2,281.10 per Ether as of December 31, 2023, to $3,340.40 per Ether as of December 31, 2024. Net increase in net assets resulting from operations was $2,585,133 for the year ended December 31, 2024, which consisted of the net realized and unrealized gain on investment in Ether, less the Sponsor’s Fee of $182,594. Net assets decreased to $4,735,980 at December 31, 2024, a 30% decrease for the year. The decrease in net assets resulted from the withdrawal of approximately 59,535 Ether to pay the foregoing Sponsor’s Fee, the redemption of approximately 1,197,072 Ether, with a value of $3,611,158 from the Trust, and the Initial Distribution of approximately 292,263 Ether, with a value of $1,010,935 from the Trust to Grayscale Ethereum Staking Mini ETF, partially offset by the aforementioned Ether price appreciation and the contribution of approximately 4,028 Ether, with a value of $14,886 to the Trust in connection with Share creations during the year. 
 Net realized and unrealized gain on investment in Ether for the year ended December 31, 2023 was $3,243,340, which includes a realized gain of $102,973 on the transfer of Ether to pay the Sponsor’s Fee, and net change in unrealized appreciation/depreciation on investment in Ether of $3,140,367. Net realized and unrealized gain on investment in Ether for the year was driven by Ether price appreciation from $1,201.33 per Ether as of December 31, 2022, to $2,281.10 per Ether as of December 31, 2023. Net increase in net assets resulting from operations was $3,108,856 for the year ended December 31, 2023, which consisted of the net realized and unrealized gain on investment in Ether, less the Sponsor’s Fee of $134,484. Net assets increased to $6,758,054 at December 31, 2023, an 85% increase for the year. The increase in net assets resulted from the aforementioned Ether price appreciation, partially offset by the withdrawal of approximately 75,001 Ether to pay the foregoing Sponsor’s Fee. 

 98 

 Cash Resources and Liquidity 
 The Trust only receives and holds cash in order to facilitate creations and redemptions pursuant to Cash Orders, and has not otherwise had or maintained a cash balance at any time since inception. When selling Ether in the Digital Asset Market to pay Additional Trust Expenses on behalf of the Trust, the Sponsor endeavors to sell the exact amount of Ether needed to pay expenses in order to minimize the Trust’s holdings of assets other than Ether. In addition, upon the consummation or deemed failure of a Cash Order to create or redeem Baskets, the Trust will promptly return any excess cash it continues to hold with respect to such Cash Order to the applicable counterparty. As a consequence, the Sponsor expects that the Trust will not record any cash flow from its operations and that its cash balance will be zero at the end of each reporting period. Furthermore, the Trust is not a party to any off-balance sheet arrangements. 
 Generally, the Trust does not intend to hold cash, except in connection with Cash Orders for creations or redemptions of Baskets. Cash includes non-interest bearing non-restricted cash with one institution. Cash in a bank deposit account, at times, may exceed U.S. federally insured limits. The Trust has not experienced any losses in such accounts and does not believe it is exposed to any significant credit risk on such bank deposits. 
 In exchange for the Sponsor’s 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 periods covered by this Annual Report was the Sponsor’s Fee. 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. 
 Selected Operating Data 

 December 31, 
 
 2025 
 
 2024 
 
 2023 
 
 Price of Ether on principal market 
 
 $ 
 
 2,971.94 
 
 $ 
 
 3,340.40 
 
 $ 
 
 2,281.10 
 
 Principal Market NAV per Share (1) 
 
 $ 
 
 24.38 
 
 $ 
 
 28.01 
 
 $ 
 
 21.79 
 
 Principal Market NAV (1) 
 
 $ 
 
 2,703,115,429 
 
 $ 
 
 4,735,980,013 
 
 $ 
 
 6,758,054,156 
 
 Index Price 
 
 $ 
 
 2,971.48 
 
 $ 
 
 3,343.74 
 
 $ 
 
 2,280.96 
 
 NAV per Share (2) 
 
 $ 
 
 24.38 
 
 $ 
 
 28.04 
 
 $ 
 
 21.79 
 
 NAV (Non-GAAP) (2) 
 
 $ 
 
 2,702,697,038 
 
 $ 
 
 4,740,715,425 
 
 $ 
 
 6,757,639,388 
 
 (1) The Principal Market NAV and Principal Market NAV per Share are calculated using the fair value of Ether based on the price provided by the Digital Asset Trading Platform that the Trust considered its principal market, as of 4:00 p.m., New York time, on the valuation date, in accordance with U.S. GAAP. 

 (2) The Trust’s NAV and NAV per Share are derived from the Index Price as represented by the Index as of 4:00 p.m., New York time, on the valuation date. The Trust’s NAV per Share is calculated using a non-GAAP methodology where the price is derived from multiple Digital Asset Trading Platforms. 

 99 

 For accounting purposes, prior to July 23, 2024, the Trust reflected creations and the Ether receivable for proceeds with respect to such creations on the date of receipt of a notification of a creation but did not issue Shares until the requisite amount of Ether for proceeds was received. On July 22, 2024, in connection with the approval of application under Rule 19b-4 of the Exchange Act on May 23, 2024 and the effectiveness of the registration statement on Form S-3, as amended, the Sponsor authorized the commencement of a redemption program. Effective July 23, 2024, the date on which the Shares of the Trust began trading on NYSE Arca, the Trust reflects creations and redemptions and the Ether for proceeds receivable or payable with respect to such creations and redemptions, respectively, on the business day following the receipt of a notification of a creation or redemption order by an Authorized Participant. Creation and redemption orders are settled on T+1 or T+2, as established at the time of order placement, and therefore the Ether for proceeds receivable or payable with respect to such creations and redemptions, respectively, are recorded as a receivable or payable until the Ether are delivered or removed from the Trust for settlement. 
 Historical NAV and Ether Prices 
 As movements in the price of Ether will directly affect the price of the Shares, investors should understand recent movements in the price of Ether. Investors, however, should also be aware that past movements in the Ether price are not indicators of future movements. Movements may be influenced by various factors, including, but not limited to, government regulation, security breaches experienced by service providers, as well as political and economic uncertainties around the world. 
 The Trust’s performance prior to July 23, 2024 is based on market-determined prices on the OTCQX marketplace and on the Trust’s performance without an ongoing share creation and redemption program. Prior to July 23, 2024, the Trust’s Shares traded at both premiums and discounts to the value of the Trust’s assets, less its expenses and other liabilities, which at times were substantial, in part due to the lack of an ongoing redemption program. Effective as of July 23, 2024, the Trust established an ongoing share creation and redemption program and the Shares of the Trust were listed to NYSE Arca. Hence, the Trust’s performance for periods prior to July 23, 2024 is not directly comparable to, and should not be used to make conclusions in conjunction with, the Trust’s performance for periods subsequent to July 23, 2024. 
 The following chart illustrates the movement in the Trust’s NAV per Share (as adjusted for the Share Split for periods prior to December 17, 2020) versus the Index Price and the Trust’s Principal Market NAV per Share (as adjusted for the Share Split for periods prior to December 17, 2020) from December 14, 2017 (the inception of the Trust’s operations) to December 31, 2025. For more information on the determination of the Trust’s NAV, see “Item 1. Business—Overview of the Ethereum Industry and Market—Ether Value—The Index and the Index Price.” 
 
 100 

 The following table illustrates the movements in the Index Price from January 1, 2021 to December 31, 2025. The Sponsor has not observed a material difference between the Index Price and average prices from the Constituent Trading Platforms individually or as a group. 

 High 
 
 Low 
 
 Period 
 
 Average 
 
 Index Price 
 
 Date 
 
 Index Price 
 
 Date 
 
 End of
period 
 
 Last 
business
day 
 
 Twelve months ended December 31, 2021 
 
 $ 
 
 2,775.83 
 
 $ 
 
 4,776.32 
 
 11/9/2021 
 
 $ 
 
 731.87 
 
 1/1/2021 
 
 $ 
 
 3,644.98 
 
 $ 
 
 3,644.98 
 
 Twelve months ended December 31, 2022 
 
 $ 
 
 1,987.92 
 
 $ 
 
 3,816.94 
 
 1/4/2022 
 
 $ 
 
 913.51 
 
 6/18/2022 
 
 $ 
 
 1,201.41 
 
 $ 
 
 1,196.71 
 
 Twelve months ended December 31, 2023 
 
 $ 
 
 1,793.93 
 
 $ 
 
 2,375.87 
 
 12/10/2023 
 
 $ 
 
 1,200.90 
 
 1/1/2023 
 
 $ 
 
 2,280.96 
 
 $ 
 
 2,305.90 
 
 Twelve months ended December 31, 2024 
 
 $ 
 
 3,042.44 
 
 $ 
 
 4,050.21 
 
 12/6/2024 
 
 $ 
 
 2,198.66 
 
 1/23/2024 
 
 $ 
 
 3,343.74 
 
 $ 
 
 3,343.74 
 
 Twelve months ended December 31, 2025 
 
 $ 
 
 3,063.06 
 
 $ 
 
 4,832.59 
 
 8/22/2025 
 
 $ 
 
 1,465.07 
 
 4/8/2025 
 
 $ 
 
 2,971.48 
 
 $ 
 
 2,971.48 
 
 January 1, 2021 to December 31, 2025 
 
 $ 
 
 2,532.91 
 
 $ 
 
 4,832.59 
 
 8/22/2025 
 
 $ 
 
 731.87 
 
 1/1/2021 
 
 $ 
 
 2,971.48 
 
 $ 
 
 2,971.48 
 
 The following table illustrates the movements in the Digital Asset Market price of Ether, as reported on the Trust’s principal market, from January 1, 2021 to December 31, 2025. 

 High 
 
 Low 
 
 Period 
 
 Average 
 
 Digital Asset Market Price 
 
 Date 
 
 Digital Asset Market Price 
 
 Date 
 
 End of
period 
 
 Last 
business
day 
 
 Twelve months ended December 31, 2021 
 
 $ 
 
 2,775.91 
 
 $ 
 
 4,776.95 
 
 11/9/2021 
 
 $ 
 
 731.87 
 
 1/1/2021 
 
 $ 
 
 3,644.75 
 
 $ 
 
 3,644.75 
 
 Twelve months ended December 31, 2022 
 
 $ 
 
 1,987.98 
 
 $ 
 
 3,816.02 
 
 1/4/2022 
 
 $ 
 
 913.24 
 
 6/18/2022 
 
 $ 
 
 1,201.33 
 
 $ 
 
 1,196.81 
 
 Twelve months ended December 31, 2023 
 
 $ 
 
 1,793.98 
 
 $ 
 
 2,376.20 
 
 12/10/2023 
 
 $ 
 
 1,200.85 
 
 1/1/2023 
 
 $ 
 
 2,281.10 
 
 $ 
 
 2,304.67 
 
 Twelve months ended December 31, 2024 
 
 $ 
 
 3,042.34 
 
 $ 
 
 4,053.28 
 
 12/6/2024 
 
 $ 
 
 2,197.00 
 
 1/23/2024 
 
 $ 
 
 3,340.40 
 
 $ 
 
 3,340.40 
 
 Twelve months ended December 31, 2025 
 
 $ 
 
 3,063.21 
 
 $ 
 
 4,833.89 
 
 8/22/2025 
 
 $ 
 
 1,465.40 
 
 4/8/2025 
 
 $ 
 
 2,971.94 
 
 $ 
 
 2,971.94 
 
 January 1, 2021 to December 31, 2025 
 
 $ 
 
 2,532.96 
 
 $ 
 
 4,833.89 
 
 8/22/2025 
 
 $ 
 
 731.87 
 
 1/1/2021 
 
 $ 
 
 2,971.94 
 
 $ 
 
 2,971.94 
 
 101 

 The following chart sets out the historical closing prices for the Shares as reported by OTCQX and the Trust’s NAV per Share from June 20, 2019 to July 22, 2024. 
 ETHE Premium/(Discount): ETHE Share Price vs. NAV per Share (Non-GAAP) ($) 
 
 The following chart sets out the historical closing prices for the Shares as reported by NYSE Arca from July 23, 2024 to December 31, 2025 and the Trust’s NAV per Share from July 23, 2024 to December 31, 2025. 
 ETHE Premium/(Discount): ETHE Share Price vs. NAV per Share (Non-GAAP) ($) 
 
 102 

 The following chart sets out the historical premium and discount for the Shares calculated as a percentage of the historical closing prices for the Shares as reported by OTCQX and the Trust’s NAV per Share from June 20, 2019 to July 22, 2024. 
 ETHE Premium/(Discount): ETHE Share Price vs. NAV per Share (Non-GAAP) (%) 
 
 The following chart sets out the historical premium and discount for the Shares calculated as a percentage of the historical closing prices for the Shares as reported by NYSE Arca from July 23, 2024 to December 31, 2025 divided by the Trust’s NAV per Share from July 23, 2024 to December 31, 2025. 
 ETHE Premium/(Discount): ETHE Share Price vs. NAV per Share (Non-GAAP) (%) 
 
 103 

 Recent Developments 
 In January 2026, pursuant to the Trust’s previously disclosed staking policy, the Trust made a cash distribution (the “January Distribution”) to shareholders derived from a portion of the Ether received as staking rewards from the Trust’s staking activities. The January Distribution totaled $9,397,326, or $0.083178 per Share, and was declared with an ex-dividend date and record date of January 5, 2026, and payable on January 6, 2026. 
 In February 2026, pursuant to the Trust’s previously disclosed staking policy, the Trust made a cash distribution (the “February Distribution”) to shareholders derived from a portion of the Ether received as staking rewards from the Trust’s staking activities. The February Distribution totaled $2,750,310, or $0.025709 per Share, and was declared with an ex-dividend date and record date of February 3, 2026, and payable on February 4, 2026. 
 Both the January Distribution and the February Distribution were characterized as income and were made in accordance with the Trust Agreement and the staking policy described under “Item 1. Business—Staking.” The January Distribution and the February Distribution reduced the Trust’s Ether holdings through the sale of Ether to generate cash. 
 Item 7A. Quantitative and Qualitat ive Disclosures about Market Risk 
 The Trust Agreement does not authorize the Trust to borrow for payment of the Trust’s ordinary expenses. The Trust does not engage in transactions in foreign currencies which could expose the Trust or holders of Shares to any foreign currency related market risk. The Trust does not invest in derivative financial instruments and has no foreign operations or long-term debt instruments. 
 Item 8. Financial Statemen ts and Supplementary Data 
 See Index to Financial Statements on page F-1 for a list of the financial statements being filed therein. 

 104 

 Item 9. Changes in and Disagreements with Accou ntants on Accounting and Financial Disclosure 
 There have been no disagreements with accountants on any matter of accounting principles or practices or financial statement disclosures during the year ended December 31, 2025. 
 Item 9A. Control s 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’s 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, and to the audit committee of the Sponsor, 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 conducted an evaluation 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. 
 Management’s Report on Internal Control over Financial Reporting 
 The Sponsor’s management is responsible for establishing and maintaining adequate internal control over financial reporting, as defined under Exchange Act Rules 13a-15(f) and 15d-15(f). The Trust’s 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 accounting principles generally accepted in the United States. Internal control over financial reporting includes those policies and procedures that: (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the Trust’s assets, (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that the Trust’s receipts and expenditures are being made only in accordance with appropriate authorizations; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the Trust’s assets that could have a material effect on the financial statements. 
 Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become ineffective because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate. 
 The Principal Executive Officer and Principal Financial and Accounting Officer of the Sponsor assessed the effectiveness of the Trust’s internal control over financial reporting as of December 31, 2025. In making this assessment, they used the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission (COSO) in Internal Control—Integrated Framework (2013). Their assessment included an evaluation of the design of the Trust’s internal control over financial reporting and testing of the operational effectiveness of its internal control over financial reporting. Based on their assessment and those criteria, the Principal Executive Officer and Principal Financial and Accounting Officer of the Sponsor concluded that the Trust maintained effective internal control over financial reporting as of December 31, 2025. 
 KPMG LLP, the independent registered public accounting firm that audited the financial statements as of and for the year ended December 31, 2025 included in this Annual Report on Form 10-K, as stated in their report which is included herein, issued an attestation report on the effectiveness of the Trust’s internal control over financial reporting as of December 31, 2025 on page F- 2 . 
 Changes in Internal Control Over Financial Reporting 
 There was no change in the Trust’s internal controls over financial reporting that occurred during the Trust’s most recently completed fiscal quarter ended December 31, 2025 that has materially affected, or is reasonably likely to materially affect, these internal controls. 
 Item 9B. Other Information 
 Not applicable . 
 Item 9C. Disclosure Regarding Foreign Jurisdictions that Prevent Inspections 
 Not applicable. 

 105 

 PART III 
 Item 10. Directors, Executive Of ficers and Corporate Governance 
 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 Custodian and its agents. As officers of the Sponsor, Peter Mintzberg, the principal executive officer of the Sponsor, and Edward McGee, the principal financial and accounting officer 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. 
 As of and prior to December 31, 2024, GSI had a board of directors that was responsible for managing and directing the affairs of the Sponsor. From January 1, 2025 to October 22, 2025, GSO Intermediate Holdings Corporation (“GSOIH”), a Delaware corporation formed in connection with the Reorganization, which was the sole managing member of GSO and an indirect subsidiary of DCG, had a board of directors which was responsible for managing and directing the affairs of the Sponsor. 
 On October 22, 2025, GSOIH consummated an internal corporate reorganization (the “Management Reorganization”), pursuant to which GSOIH transferred a portion of its common membership units of GSO for Class A shares of Grayscale Investments, Inc. (“Grayscale Investments”), a Delaware corporation incorporated in connection with the Management Reorganization, and ceded its managing member rights in GSO to Grayscale Investments. As a result of the Management Reorganization, Grayscale Investments is now the sole managing member of GSO, the sole member of the Sponsor. 
 From and after October 22, 2025, as a result of the Management Reorganization, DCG Grayscale Holdco, LLC (“DCG Holdco”), the sole stockholder of Grayscale Investments, elected a board of directors (the “Board”) at Grayscale Investments. As a result of the Management Reorganization, the Board of Grayscale Investments is responsible for managing and directing the affairs of the Sponsor and consists of Barry Silbert, Mark Shifke, Simon Koster, Peter Mintzberg and Edward McGee, the same members as the board of directors of GSOIH prior to the Management Reorganization. Mr. Mintzberg and Mr. McGee also retain the authority granted to them as officers of the Sponsor under the limited liability company agreement of the Sponsor. 
 The Sponsor has an Audit Committee. The Audit Committee has the responsibility for overseeing the financial reporting process of the Trust, including the risks and controls of that process and such other oversight functions as are typically performed by an audit committee of a public company. 
 The Sponsor has a code of ethics (the “Code of Ethics”) that applies to its executive officers and agents. The Code of Ethics is available by writing the Sponsor at 290 Harbor Drive, 4th Floor, Stamford, Connecticut 06902 or calling the Sponsor at (212) 668-1427. 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. 
 Prior to January 1, 2025, references to the “Sponsor” in this section refer to GSI, and thereafter refer to GSO or GSIS, as applicable. In connection with the Reorganization, the former Board of GSI was reconstituted at GSOIH and in connection with the Management Reorganization, the former board of GSOIH was reconstituted at Grayscale Investments. Prior to January 1, 2025, any references to the “Board” refer to the board of directors of Grayscale Investments, LLC, the former sponsor of the Trust. From January 1, 2025 to October 22, 2025, any references to the “Board” refer to the board of directors of GSOIH. From and after October 22, 2025, any references to the “Board” refer to the board of directors of Grayscale Investments. 
 Barry Silbert, Chairman of the Board 
 Barry Silbert, 49, is the Founder and Chief Executive Officer of DCG and has served as chairman of the Board since August 2025 (previously served as a director and chairman of the Board from February 2020 through December 2023). Until January 2021, Mr. Silbert was the Chief Executive Officer of the Sponsor. A pioneer in blockchain investing, Mr. Silbert established himself in 2012 as one of the earliest and most active investors in the industry. Mr. Silbert founded DCG in 2015 and today, it is one of the world’s most prolific investors in decentralized technologies, backing over 250 early-stage companies in more than 40 countries. Mr. Silbert founded Yuma, a decentralized AI-focused subsidiary of DCG, where he also serves as CEO. Yuma invests in, builds, and scales the Bittensor network. The Sponsor is a consolidated subsidiary of DCG. DCG also owns Foundry, Fortitude, Luno and Yuma. DCG also invests directly in digital currencies and other digital assets. Prior to leading DCG, Mr. Silbert was the founder and CEO of SecondMarket, a venture-backed technology company that was acquired by Nasdaq. Mr. Silbert has received numerous awards and accolades, including being named “Entrepreneur of the Year” by both Ernst & Young and Crain’s, and being selected to Fortune’s prestigious “40 under 40” list. Before becoming an entrepreneur, Mr. Silbert worked as an investment banker. He graduated with honors from the Goizueta Business School of Emory University. 

 106 
 
 Mark Shifke, Board Member 
 Mark Shifke, 66, is the Chief Financial Officer of DCG and has served as a director of the Board since January 2024. Since March 2021, Mr. Shifke has served on the board of directors of Dock Ltd., a full-stack payments and digital banking platform. Since September 2023, Mr. Shifke has served on the board of directors of Luno, a cryptocurrency platform. Mr. Shifke has nearly four decades of financial and fintech experience, and more than eight years of CFO experience leading two publicly-traded companies. Prior to joining DCG, Mr. Shifke served as CFO of Billtrust, a company focused on providing AR and cloud-based solutions around payments, and as CFO of Green Dot (NYSE: GDOT), a mobile banking company and payments platform. Previously, Mr. Shifke led teams at JPMorgan Chase and Goldman Sachs, specializing in M&A Structuring and Advisory, as well as Tax Asset Investments. Mr. Shifke also served as the Head of International Structured Finance Group at KPMG. Mr. Shifke began his career at Davis Polk, where he was a partner. He is a graduate of Tulane University (B.A./J.D.) and the New York University School of Law (LL.M. in Taxation). 
 Simon Koster, Board Member 
 Simon Koster, 44, is the Chief Strategy Officer of DCG and has served as a director of the Board since October 2025. As CSO, Mr. Koster le ads the investment team, managing the portfolio comprised of digital assets, wholly owned subsidiaries, and more than 250 early-stage companies in over 35 nations across the world as of the date of this filing. Prior to his current role, Mr. Koster was the CEO of Real Estate at DCG, spearheading both internal and external real estate ventures. Previously, he served as CEO of The Collective and brings a decade of real estate experience from JDS Development Group, where he was instrumental in the acquisition and development of top-tier residential, hospitality, and mixed-use projects in New York City and Miami. He is a graduate of Rutgers University (B.S.) and holds a Master’s degree in Engineering from the University of Michigan. Mr. Koster has served on the board of directors of Foundry and Luno since 2023. He has served as a director of Fortitude since 2024 and as a director of Yuma since 2025. Each of Foundry, Luno, Fortitude and Yuma are affiliated with the registrant. 
 Peter Mintzberg, Board Member and Chief Executive Officer 
 Peter Mintzberg, 57, has been the Chief Executive Officer of the Sponsor and has served as a director of the Board since August 2024. Mr. Mintzberg joins the Sponsor from Goldman Sachs, where he served as Global Head of Strategy for Asset and Wealth Management. Prior, he held several global leadership roles in Strategy, M&A, and Investor Relations at BlackRock, Apollo, OppenheimerFunds, and Invesco. With deep knowledge across a broad base of client types and asset classes, Mr. Mintzberg has over two decades of experience developing and executing strategy and innovating to drive growth. Mr. Mintzberg started his career working at McKinsey & Co. in New York, San Francisco, and São Paulo, focused on the financial services and technology sectors. Mr. Mintzberg was recognized as a Latino leader in Finance by The Alumni Society in 2018, and was selected as a David Rockefeller Fellow in the 2016-2017 Class by the Partnership for New York City. He earned a bachelor’s degree in engineering from the Universidade Federal Rio de Janeiro, and an MBA from Harvard University. 
 Edward McGee, Board Member and Chief Financial Officer 
 Edward McGee, 42, has been the Chief Financial Officer of the Sponsor since January 2022 and has served as a director of the Sponsor since January 2024. Before serving as CFO, Mr. McGee was Vice President, Finance and Controller of the Sponsor since June 2019. Prior to taking on his role at the Sponsor, Mr. McGee served as a Vice President, Accounting Policy at Goldman, Sachs & Co. providing coverage to their SEC Financial Reporting team facilitating the preparation and review of their financial statements and provided U.S. GAAP interpretation, application and policy development while servicing their Special Situations Group, Merchant Banking Division and Urban Investments Group from 2014 to 2019. From 2011 to 2014, Mr. McGee was an auditor at Ernst & Young providing assurance services to publicly listed companies. Mr. McGee earned his Bachelor of Science degree in accounting from the John H. Sykes College of Business at the University of Tampa and graduated with honors while earning his Master of Accountancy in Financial Accounting from the Rutgers Business School at the State University of New Jersey. Mr. McGee is a Certified Public Accountant licensed in the state of New York. 
 Item 11. Executi ve Compensation 
 Not applicable. 
 Item 12. Security Ownership of Certain Beneficial Ow ners and Management and Related Stockholder Matters 
 Securities Authorized for Issuance under Equity Compensation Plans and Related Stockholder Matters 
 Not applicable. 

 107 
 
 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 the beneficial ownership of the Shares for (i) each person that, to the Sponsor’s knowledge based on the records of the Transfer Agent and other ownership information provided to the Sponsor, owns beneficially a significant portion of the Shares; (ii) each director and executive officer of the Sponsor individually; and (iii) all directors and executive officers of the Sponsor as a group. 
 The number of Shares beneficially owned and percentages of beneficial ownership set forth below are based on the number of Shares outstanding as of February 20, 2026. 
 In accordance with the rules of the SEC, beneficial ownership includes voting or investment power with respect to securities. 

 Name and Address of Beneficial Owner 
 
 Amount and
Nature of
Beneficial
Ownership 
 
 Percentage of
Beneficial
Ownership 
 
 Significant Shareholders: 
 
 Digital Currency Group, Inc. (1)(2) 
 
 * 
 
 * % 
 
 Directors & Executive Officers of the Sponsor: (3) 
 
 Barry Silbert (4) 
 
 * 
 
 * % 
 
 Mark Shifke 
 
 * 
 
 * % 
 
 Simon Koster 
 
 * 
 
 * % 
 
 Peter Mintzberg 
 
 * 
 
 * % 
 
 Edward McGee 
 
 * 
 
 * % 
 
 Directors & Executive Officers of the Sponsor as a group 
 
 * 
 
 * % 
 
 (1) On March 2, 2022, the Board approved the purchase by DCG, the indirect parent company of the Sponsor, of up to an aggregate total of $200 million worth of Shares of the Trust and shares of any of the following five investment products the Sponsor also acts as the sponsor and manager of, including Grayscale Bitcoin Trust ETF (NYSE Arca: GBTC), Grayscale Bitcoin Cash Trust (BCH) (OTCQX: BCHG), Grayscale CoinDesk Crypto 5 ETF (NYSE Arca: GDLC), Grayscale Stellar Lumens Trust (XLM) (OTCQX: GXLM), and Grayscale Ethereum Classic Trust (ETC) (OTCQX: ETCG). The Share purchase authorization does not obligate DCG to acquire any specific number of Shares in any period, and may be expanded, extended, modified, or discontinued at any time. As of the date of this Annual Report, DCG did not purchase any Shares of the Trust under this authorization. 

 (2) Barry Silbert is the Chief Executive Officer of DCG and in such capacity may be deemed to have voting and dispositive power over the securities held, directly or indirectly, by such entity. 

 (3) 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. 

 (4) Does not include Shares beneficially owned through DCG. 

 * Represents beneficial ownership of less than 1%. 
 Unless otherwise indicated, the address for each shareholder listed in the table above is c/o Grayscale Investments Sponsors, LLC, 290 Harbor Drive, 4 th Floor, Stamford, Connecticut 06902. 
 Item 13. Certain Relationships and Relate d 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 of the Trust, 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. 

 108 
 
 Digital Currency Group, Inc. 
 DCG is (i) the indirect parent company of the Sponsor, (ii) the indirect parent company of Grayscale Securities, the Authorized Participant from October 3, 2022 through July 22, 2024, and (iii) a minority interest holder in Kraken, one of the Digital Asset Trading Platforms included in the Index, representing less than 1.0% of its equity. 
 DCG has investments in a large number of digital assets and companies involved in the digital asset ecosystem, including trading platforms and custodians. DCG’s positions on changes that should be adopted in the Ethereum Network could be adverse to positions that would benefit the Trust or its shareholders. Additionally, before or after a hard fork, DCG’s position regarding which fork among a group of incompatible forks of the Ethereum Network should be considered the “true” Ethereum Network could be adverse to positions that would most benefit the Trust. 
 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 several 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 Grayscale Securities 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 will receive fees for providing services to the Trust. Clients of the affiliated service providers may pay commissions at negotiated rates which are greater or less than the rate paid by 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 its/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. 
 Authorized Participants 
 Prior to October 3, 2022, Genesis, an affiliate of the Trust and the Sponsor, was the only Authorized Participant and was party to a participant agreement with the Sponsor and the Trust. From October 3, 2022 through July 22, 2024, Grayscale Securities, an affiliate of the Trust and the Sponsor, was the Authorized Participant. Effective July 23, 2024, the Sponsor, on behalf of the Trust, and the Transfer Agent entered into Participant Agreements with Jane Street Capital, LLC, Virtu Americas LLC, Macquarie Capital (USA) Inc., ABN AMRO Clearing USA LLC and Goldman Sachs & Co. LLC, pursuant to which such entities have agreed to act as Authorized Participants. The Sponsor may engage additional Authorized Participants who are unaffiliated with the Trust in the future. 
 Proprietary Trading/Other Clients 
 Because the officers of the Sponsor may trade Ether for their own personal trading accounts (subject to certain internal trading policies and procedures) at the same time as they are managing the account of the Trust, the activities of the officers of the Sponsor, subject to their fiduciary duties, may, from time-to-time, result in their taking positions in their personal trading accounts which are opposite of the positions taken for the Trust. Records of the Sponsor’s officers’ personal trading accounts will not be available for inspection by shareholders. 

 109 
 
 Item 14. Principal Accou ntant Fees and Services 
 Fees for services performed by KPMG LLP (“KPMG”) for the years ended December 31, 2025 and 2024. 

 Years Ended December 31, 
 
 2025 
 
 2024 
 
 Audit fees 
 
 $ 
 
 244,400 
 
 $ 
 
 231,000 
 
 Total 
 
 $ 
 
 244,400 
 
 $ 
 
 231,000 
 
 In the table above, in accordance with the SEC’s definitions and rules, Audit Fees are fees paid to KPMG for professional services for the audit of the Trust’s financial statements included in the annual report on Form 10-K and 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. 
 Pre-Approved Policies and Procedures 
 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. Such determinations, including for the fiscal year ended December 31, 2025, are made by the Sponsor’s Board and Audit Committee. Prior to January 1, 2025, “Board” refers to the board of directors of Grayscale Investments, LLC, the former Sponsor of the Trust. From January 1, 2025, to October 22, 2025, “Board” refers to the board of directors of GSOIH. From and after October 22, 2025, “Board” refers to the board of directors of Grayscale Investments. 

 110 
 
 PART IV 
 Item 15. Exhibits and Fina ncial Statements Schedules 
 1. Financial Statements 
 See Index to Financial Statements on Page F-1 for a list of the financial statements being filed herein. 
 2. Financial Statement Schedules 
 Schedules have been omitted since they are either not required, not applicable, or the information has otherwise been included. 
 3. Exhibits 

 Exhibit 
 Number 
 
 Exhibit Description 
 
 4.1 
 
 Third Amended and Restated Declaration of Trust and Trust Agreement (incorporated by reference to Exhibit 4.1 of the Form 8-K filed by the Registrant on September 26, 2025). 
 
 4.2 
 
 Amendment No. 1 to the Third Amended and Restated Declaration of Trust and Trust Agreement (incorporated by reference to Exhibit 4.1 of the Form 8-K filed by the Registrant on January 5, 2026). 
 
 4.3 
 
 Certificate of Amendment to Certificate of Trust (incorporated by reference to Exhibit 4.2 of the Form 8-K filed by the Registrant on January 5, 2026). 
 
 4.4 
 
 Form of Participant Agreement (incorporated by reference to Exhibit 4.6 to Amendment No. 1 to the Registration Statement filed by the Registrant on May 30, 2024). 
 
 4.5* 
 
 Description of Registrant’s Securities. 
 
 10.1 
 
 Prime Broker Agreement, dated as of October 3, 2025, by and among the Trust, the Sponsor and the Prime Broker, on behalf of itself and as agent for the Custodian and Coinbase Credit (incorporated by reference to Exhibit 10.1 of the Form 8-K filed by the Registrant on October 6, 2025). 
 
 10.2 
 
 Staking Addendum to the Coinbase Custody Custodial Services Agreement, dated as of October 6, 2025, between the Sponsor, the Trust, and Coinbase, on behalf of itself and the Coinbase Entities (incorporated by reference to Exhibit 10.2 of the Form 8-K filed by the Registrant on October 6, 2025). 
 
 10.3 
 
 Fund Administration and Accounting Agreement, dated October 9, 2025, between the Trust and the Administrator (incorporated by reference to Exhibit 10.1 of the Form 8-K filed by the Registrant on October 9, 2025). 
 
 10.4 
 
 Marketing Agent Agreement, dated May 14, 2024, between the Sponsor and the Marketing Agent (incorporated by reference to Exhibit 10.3 of the Annual Report on Form 10-K filed by the Registrant on February 28, 2025). 
 
 10.5 
 
 Index License Agreement (incorporated by reference to Exhibit 10.1 of the Form 8-K filed by the Registrant on February 4, 2022). 
 
 10.6 
 
 Amendment No. 1 to the Index License Agreement dated June 20, 2023, between the Sponsor and Index Provider (incorporated by reference to Exhibit 10.1 of the Form 8-K filed by the Registrant on June 23, 2023). 
 
 10.7 
 
 Amendment No. 6 to the Index License Agreement dated March 1, 2025, between the Sponsor and Index Provider (incorporated by reference to Exhibit 10.6 of the Annual Report on Form 10-K filed by the Registrant on February 28, 2025). 
 
 10.8 
 
 Transfer Agency and Service Agreement, dated May 8, 2024, between the Trust and the Transfer Agent (incorporated by reference to Exhibit 10.1 of the Form 8-K filed by the Registrant on May 15, 2024). 
 
 10.9 
 
 Co-Transfer Agency Agreement, dated May 22, 2024, between the Sponsor and Continental Stock Transfer & Trust Company (incorporated by reference to Exhibit 99.7 to Amendment No.‌ 1 to the Registration Statement filed by the Registrant on May 30, 2024). 
 
 10.10 
 
 Assignment and Assumption Agreement (incorporated by reference to Exhibit 10.1 of the Form 8-K filed by the Registrant on January 3, 2025). 
 
 10.11 
 
 Coinbase Assignment Agreement (incorporated by reference to Exhibit 10.2 of the Form 8-K filed by the Registrant on January 3, 2025). 
 
 111 
 
 10.12 
 
 Foreside Assignment Agreement (incorporated by reference to Exhibit 10.3 of the Form 8-K filed by the Registrant on January 3, 2025). 
 
 10.13 
 
 Master Custody Service Agreement, dated August 8, 2025, between the Trust and Anchorage Digital Bank N.A. (incorporated by reference to Exhibit 10.1 of the Form 8-K filed by Registrant on August 8, 2025). 
 
 10.14* 
 
 Master Services Agreement, dated August 6, 2020, between Sponsor and the Secondary Index Provider. 
 
 31.1* 
 
 Certification by Principal Executive Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. 
 
 31.2* 
 
 Certification by Principal Financial and Accounting Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. 
 
 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 of Erroneously Awarded Compensation Policy. 
 
 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 With Embedded Linkbase Documents. 
 
 104 
 
 Cover Page Interactive Data File—The cover page interactive data file does not appear in the interactive data file because its XBRL tags are embedded within the inline XBRL document. 
 
 * Filed herewith. 
  Portions of this exhibit (indicated by asterisks) have been omitted as the Registrant has determined that (i) the omitted information is not material and (ii) the omitted information is of the type that the Registrant treats as private or confidential. 
 Item 16. Form 10-K Summary 
 Not applicable. 

 112 
 
 Glossary of D efined Terms 
 In this Annual Report, each of the following quoted terms has the meanings set forth after such term: 
 “ Actual Exchange Rate ”—With respect to any particular asset, at any time, the price per single unit of such asset (determined net of any associated fees) at which the Trust is able to sell such asset for U.S. dollars (or other applicable fiat currency) at such time to enable the Trust to timely pay any Additional Trust Expenses, through use of the Sponsor’s commercially reasonable efforts to obtain the highest such price. 
 “ Actual Execution Cash Order ”—A Cash Order pursuant to which any price differential between (x) the Total Basket NAV on the trade date and (y) the price realized in acquiring or disposing of the corresponding Total Basket Amount, as the case may be, will be borne solely by the Authorized Participant. 
 “ Additional Creation Cash ”—In connection with a creation pursuant to an Actual Execution Cash Order, the amount of additional cash required to be delivered by the Authorized Participant in the event the price realized in acquiring the corresponding Total Basket Amount is higher than the Total Basket NAV on the trade date. 
 “ Additional Custodian ” or “ Anchorage Digital ”—Anchorage Digital Bank N.A. 
 “ Additional Redemption Cash ”—In connection with a redemption pursuant to an Actual Execution Cash Order, the amount of additional cash to be delivered to the Authorized Participant in the event the price realized in disposing the corresponding Total Basket Amount is higher than the Total Basket NAV on the trade date. 
 “ Additional Trust Expenses ”—Together, any expenses incurred by the Trust in addition to the Sponsor’s Fee that are not Sponsor-paid Expenses, including, but not limited to, (i) taxes and governmental charges, (ii) expenses and costs of any extraordinary services performed by the Sponsor (or any other service provider) on behalf of the Trust to protect the Trust or the interests of shareholders, (iii) any indemnification of the Custodian or other agents, service providers or counterparties of the Trust, (iv) the fees and expenses related to the listing, quotation or trading of the Shares on any Secondary Market (including legal, marketing and audit fees and expenses) to the extent exceeding $600,000 in any given fiscal year and (v) extraordinary legal fees and expenses, including any legal fees and expenses incurred in connection with litigation, regulatory enforcement or investigation matters. 
 “ Administrator ”—The Bank of New York Mellon, a New York corporation authorized to conduct banking business. 
 “ Administrator Fee ”—The fee payable to any administrator of the Trust for services it provides to the Trust, which the Sponsor will pay such administrator as a Sponsor-paid Expense. 
 “ Affirmative Action ”—A decision by the Trust to acquire or abandon specific Incidental Rights and IR Virtual Currency at any time prior to the time of a creation or redemption of Shares. 
 “ Anchorage Digital Custodian Agreement ”—The Master Custody Service Agreement, dated as of August 8, 2025, between the Trust and Anchorage Digital regarding the custody and safekeeping of the Trust’s Ether holdings. 
 “ AML ”—Anti-money laundering. 
 “ AP Designee ”—An Authorized Participant’s designee in connection with In-Kind Orders (to the extent the Trust is permitted to create and redeem Shares via in-kind transactions with Authorized Participants). 
 “ Authorized Participant ”—Certain eligible financial institutions that have entered into an agreement with the Trust and the Sponsor concerning the creation or redemption of Shares. Each Authorized Participant (i) is a registered broker-dealer and (ii) has entered into a Participant Agreement with the Sponsor and the Transfer Agent. Subject to the Sponsor causing the Trust to create and redeem Shares via in-kind transactions with Authorized Participants, in the future any Authorized Participants creating and redeeming Shares through In-Kind Orders must also own, or their AP Designee (as defined above) must own, an Ether wallet address that is known to the Custodian as belonging to the Authorized Participant or its AP Designee and maintain an account with the Custodian. 
 “ Basket ”—A block of 10,000 Shares. 
 “ Basket Amount ”—On any trade date, the amount of Ether required as of such trade date for the creation or redemption of a Basket, as determined by dividing (x) the amount of Ether owned by the Trust at 4:00 p.m., New York time, on such trade date, after deducting the amount of Ether representing the U.S. dollar value of accrued but unpaid fees and expenses of the Trust (converted using 

 113 
 
 the Index Price at such time, and carried to the eighth decimal place), by (y) the number of Shares outstanding at such time (with the quotient so obtained calculated to one one-hundred-millionth of one Ether ( i.e. , carried to the eighth decimal place)), and multiplying such quotient by 10,000. 
 “ Basket NAV ”—The U.S. dollar value of a Basket calculated by multiplying the Basket Amount by the Index Price as of the trade date. 
 “ Binance ”—Binance Holdings Ltd. 
 “ Blockchain ”—The public transaction ledger of the Ethereum Network on which transactions in Ether are recorded. 
 “ Board ”—Board of Directors of Grayscale Investments, Inc., which as of October 22, 2025, and pursuant to the Management Reorganization, manages and directs the affairs of the Sponsor. Prior to January 1, 2025, any references to the “Board” refer to the board of directors of Grayscale Investments, LLC, the former Sponsor of the Trust. From January 1, 2025, to October 22, 2025, any references to the “Board” refer to the board of directors of GSOIH. From and after October 22, 2025, any references to the "Board" refer to the board of directors of Grayscale Investments. 
 “ Cash Account ”—The segregated account maintained by the Transfer Agent in the name of the Trust for purposes of receiving cash from Authorized Participants in connection with creations of Shares and distributing cash to Authorized Participants in connection with redemptions of Shares. 
 “ Cash Order ”—An order for the creation or redemption of Shares pursuant to procedures facilitated by the Transfer Agent and pursuant to which a Liquidity Provider is engaged to facilitate the purchase or sale of Ether. A Cash Order may be executed as either a Variable Fee Cash Order or an Actual Execution Cash Order. Unless the Sponsor determines otherwise in its sole discretion based on market conditions and other factors existing at the time of such Cash Order, all creations and redemptions pursuant to Cash Orders are expected to be executed as Variable Fee Cash Orders. 
 “ CDI ”—CoinDesk Indices, Inc., with its affiliates, including CC Data Limited. 
 “ CEA ”—Commodity Exchange Act of 1936, as amended. 
 “ CFPB ”—The Consumer Financial Protection Bureau. 
 “ CFTC ”—The U.S. Commodity Futures Trading Commission, an independent agency with the mandate to regulate commodity futures and option markets in the United States. 
 “ CME ”—The Chicago Mercantile Exchange. 
 “ Code ”—The U.S. Internal Revenue Code of 1986, as amended. 
 “ Coinbase ”—Coinbase, Inc. 
 “ Coinbase Credit ”—Coinbase Credit, Inc. 
 “ Co-Transfer Agent ”—Continental Stock Transfer & Trust Company. 
 “ Covered Person ”—The Sponsor and its affiliates. See “Item 1. Business—Description of the Trust Agreement—The Sponsor—Liability of the Sponsor and Indemnification.” 
 “ Creation Basket ”—Basket of Shares issued by the Trust upon deposit of the Basket Amount required for each such Creation Basket. 
 “ Creation Time ”—With respect to the creation of any Shares by the Trust, the time at which the Trust creates such Shares. 
 “ Custodial and Prime Broker Services ”—The services of the Custodian and the Prime Broker that provide for: (i) holding of the Trust’s Ether in the Vault Balance and the Settlement Balance; (ii) transfer of the Trust’s Ether between the relevant Vault Balance and the Settlement Balance; (iii) the deposit of Ether from a public blockchain address into the respective account or accounts in which the Vault Balance or the Settlement Balance are maintained; and (iv) the withdrawal of Ether from the Vault Balance to a public blockchain address the Trust controls. 

 114 
 
 “ Custodial Entities ”—The Prime Broker, together with the Custodian. 
 “ Custodian ”—Coinbase Custody Trust Company, LLC, Anchorage Digital Bank N.A. and/or other custodians, collectively or in their individual capacities, as the context may require. 
 “ Custodian Fee ”—Fee payable to the Custodian and the Prime Broker for services they provide to the Trust, which the Sponsor shall pay to the Custodian and the Prime Broker as a Sponsor-paid Expense. 
 “ DAOs ”—Decentralized autonomous organizations. 
 “ DCG ”—Digital Currency Group, Inc. 
 “ DCG Holdco ”—DCG Grayscale Holdco, LLC. 
 “ DCM ”—A designated contract market, which is a board of trade (commonly referred to as an exchange) that operates under the regulatory oversight of the CFTC. 
 “ Digital Asset Market ”—A “Brokered Market,” “Dealer Market,” “Principal-to-Principal Market” or “Exchange Market” (referred to as “Trading Platform Market” in this Annual Report), as each such term is defined in the Financial Accounting Standards Board Accounting Standards Codification Master Glossary. 
 “ Digital Asset Trading Platform ”—An electronic marketplace where trading platform participants may trade, buy and sell Ether based on bid-ask trading. The largest Digital Asset Trading Platforms are online and typically trade on a 24-hour basis, publishing transaction price and volume data. 
 “ Digital Asset Trading Platform Market ”—The global trading platform market for the trading of Ether, which consists of transactions on electronic Digital Asset Trading Platforms. 
 “ Distribution Date ”—July 23, 2024, the distribution date of the shares of the ETH Trust to the Trust’s shareholders in the Initial Distribution. 
 “ DSTA ”—The Delaware Statutory Trust Act, as amended. 
 “ DTC ”—The Depository Trust Company. DTC is a limited purpose trust company organized under New York law, a member of the U.S. Federal Reserve System and a clearing agency registered with the SEC. DTC will act as the securities depository for the Shares. 
 “ ERISA ”—The Employee Retirement Income Security Act of 1974, as amended. 
 “ ETC ” or “ Ethereum Classic ”—Ether Classic tokens, which are a type of digital asset based on an open-source cryptographic protocol existing on the Ethereum Classic network. 
 “ Ether ”—Ethereum tokens, which are a type of digital asset based on an open-source cryptographic protocol existing on the Ethereum Network, comprising units that constitute the assets underlying the Trust’s Shares. 
 “ Ethereum Classic Network ”—The online, end-user-to-end-user network hosting a public transaction ledger, known as the Ethereum Classic blockchain, and the source code comprising the basis for the cryptographic and algorithmic protocols governing the Ethereum Classic network. 
 “ Ethereum Network ”—The online, end-user-to-end-user network hosting the public transaction ledger, known as the Blockchain, and the source code comprising the basis for the cryptographic and algorithmic protocols governing the Ethereum Network. See “Item 1. Business—Overview of the Ethereum Industry and Market.” 
 “ ETH Trust ”—Grayscale Ethereum Staking Mini ETF. 
 “ Excess Creation Cash ”—In connection with a creation pursuant to an Actual Execution Cash Order, the amount of excess cash to be returned to the Authorized Participant in the event the price realized in acquiring the corresponding Total Basket Amount is lower than the Total Basket NAV on the trade date. 

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 “ Exchange Act ”—The Securities Exchange Act of 1934, as amended. 
 “ FDIC ”—The Federal Deposit Insurance Corporation. 
 “ FinCEN ”—The Financial Crimes Enforcement Network, a bureau of the U.S. Department of the Treasury. 
 “ FINRA ”—The Financial Industry Regulatory Authority, Inc., which is the primary regulator in the United States for broker-dealers, including Authorized Participants. 
 “ FSMA ”—The Financial Services and Markets Act 2023. 
 “ FTX ”—FTX Trading Ltd. 
 “ Genesis ”—Genesis Global Trading, Inc., a wholly owned subsidiary of Digital Currency Group, Inc. 
 “ Grayscale Investments ”—Grayscale Investments, Inc., a Delaware corporation and a consolidated subsidiary of DCG. 
 “ Grayscale Securities ”—Grayscale Securities, LLC, a consolidated subsidiary of Grayscale Operating, LLC, which served as the Authorized Participant from October 3, 2022 through July 22, 2024. 
 “ GSI ”—Grayscale Investments, LLC, the Sponsor of the Trust until December 31, 2024. 
 “ GSIS ”—Grayscale Investments Sponsors, LLC, a Delaware limited liability company and a consolidated subsidiary of Grayscale Operating, LLC. 
 “ GSO ”—Grayscale Operating, LLC, a Delaware limited liability company and a consolidated subsidiary of DCG. 
 “ GSOIH ”—GSO Intermediate Holdings Corporation, a Delaware corporation and a consolidated subsidiary of DCG. 
 “ ICE ”—Intercontinental Exchange. 
 “ Incidental Rights ”—Rights to acquire, or otherwise establish dominion and control over, any virtual currency or other asset or right, which rights are incident to the Trust’s ownership of Ether and arise without any action of the Trust, or of the Sponsor or Trustee on behalf of the Trust. 
 “ Index ”—The CoinDesk Ether Price Index (ETX). 
 “ Index License Agreement ”—The license agreement, dated as of February 1, 2022, between the Index Provider and the Sponsor governing the Sponsor’s use of the Index for calculation of the Index Price, as amended from time to time. 
 “ Index Price ”—The U.S. dollar value of an Ether token derived from the Digital Asset Trading Platforms that are reflected in the Index, calculated at 4:00 p.m., New York time, on each business day. See “Item 1. Business—Overview of the Ethereum Industry and Market—Ether Value—The Index and the Index Price” for a description of how the Index Price is calculated. For purposes of the Trust Agreement, the term Ether Index Price shall mean the Index Price as defined herein. 
 “ Index Provider ”—CoinDesk Indices, Inc., a Delaware corporation that publishes the Index. 
 “ Initial Distribution ”—The contribution by the Trust of 292,262.98913350 Ether to the ETH Trust, in exchange for 310,158,500 newly created shares of the ETH Trust, which were distributed on the Distribution Date to the Trust’s shareholders as of the Record Date, pro rata based on a 1:1 ratio. 
 “ In-Kind Order ”—An order for the creation or redemption of Shares pursuant to which the Authorized Participant (or its AP Designee) will deliver or receive Ether directly from the Trust’s Vault Balance. At this time, the Trust is not permitted to create or redeem Shares through In-Kind Orders. 
 “ Investment Advisers Act ”—Investment Advisers Act of 1940, as amended. 
 “ Investment Company Act ”—Investment Company Act of 1940, as amended. 

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 “ Investor ”—Any investor that has entered into a subscription agreement with an Authorized Participant, pursuant to which such Authorized Participant will act as agent for the investor. 
 “ IRAs ”—Individual retirement accounts. 
 “ IR Virtual Currency ”—Any virtual currency tokens, or other asset or right, acquired by the Trust through the exercise (subject to the applicable provisions of the Trust Agreement) of any Incidental Right. 
 “ IRS ”—The U.S. Internal Revenue Service, a bureau of the U.S. Department of the Treasury. 
 “ ISG ”—The Intermarket Surveillance Group. 
 “ KYC ”—Know-your-customer. 
 “ Layer 1 ”—The underlying smart contract platform blockchain on which Ethereum functions. 
 “ Layer 2 ”—Protocols built on top of an underlying smart contract platform blockchain intended to provide scalability to the underlying blockchain by increasing transaction efficiency. 
 “ Liquidity Engager ”—Until December 31, 2024, Grayscale Investments, LLC, and on or after January 1, 2025, Grayscale Investments Sponsors, LLC, in each case acting other than in its capacity as Sponsor, and in its capacity to engage one or more Liquidity Providers. 
 “ Liquidity Provider ”—One or more eligible companies that facilitate the purchase and sale of Ether in connection with creations or redemptions pursuant to Cash Orders. The Liquidity Providers with which Grayscale Investments Sponsors, LLC, acting in its capacity as the Liquidity Engager, will engage in Ether transactions are third parties that are not affiliated with the Sponsor or the Trust and are not acting as agents of the Trust, the Sponsor, or any Authorized Participant. Except for the contractual relationships between each Liquidity Provider and Grayscale Investments Sponsors, LLC in its capacity as the Liquidity Engager, there is no contractual relationship between each Liquidity Provider and the Trust, the Sponsor, or any Authorized Participant. 
 “ Liquidity Sleeve ”—The portion of Ether in the Trust intended to be maintained as unstaked, as determined by the Sponsor from time to time. 
 “ Management Reorganization ”—An internal corporate reorganization consummated on October 22, 2025. As a result of the Management Reorganization, Grayscale Investments is now the sole managing member of GSO, the sole member of the Sponsor, and the Board of Grayscale Investments is responsible for managing and directing the affairs of the Sponsor. 
 “ Marketing Agent ”—Foreside Fund Services, LLC. 
 “ Marketing Agent Agreement ”—An agreement entered into by the Sponsor, on behalf of the Trust, dated May 14, 2024, with Foreside Fund Services, LLC. 
 “ Marketing Fee ”—Fee payable to the marketer for services it provides to the Trust, which the Sponsor will pay to the marketer as a Sponsor-paid Expense. 
 “ Merge ”—The Ethereum Network, which was initially known as “Ethereum 2.0.” and was completed on September 15, 2022. 
 “ Merger ”—The merger of Grayscale Investments, LLC with and into Grayscale Operating, LLC, with Grayscale Operating, LLC continuing as the surviving company. 
 “ MiCA ”—The Markets in Crypto-Assets Regulation, which was approved by the Parliament of the European Union in 2023. 
 “ MSB ”—A money services business. 
 “ NAV ”—The aggregate value, expressed in U.S. dollars, of the Trust’s assets (other than U.S. dollars or other fiat currency), less its liabilities (which include estimated accrued but unpaid fees and expenses), a non-GAAP metric, calculated in the manner set forth under “Item 1. Business—Valuation of Ether and Determination of NAV.” See also “Item 1. Business—Investment Objective” for a 

 117 
 
 description of the Trust’s Principal Market NAV, as calculated in accordance with U.S. GAAP. Prior to February 23, 2024, NAV was referred to as Digital Asset Holdings. 
 “ NAV Fee Basis Amount ”—The amount on which the Sponsor’s Fee for the Trust is based, as calculated in the manner set forth under “Item 1. Business—Valuation of Ether and Determination of NAV”. 
 “ Non-ERISA Arrangements ”—Government plans, non-U.S. plans and certain church plans, which are not subject to the fiduciary responsibility or prohibited transaction provisions of ERISA or Section 4975 of the Code, but may be subject to similar rules under Similar Laws. 
 “ NYSE Arca ”—NYSE Arca, Inc. 
 “ OTCQX ”—The OTCQX Best Market ® of OTC Markets Group Inc. 
 “ Participant Agreement ”—An agreement entered into by an Authorized Participant with the Sponsor and the Transfer Agent, that provides the procedures for the creation and redemption of Baskets. 
 “ Plan Asset Regulations ”—The Department of Labor’s regulations at section 2510.3-101, as amended by Section 3(42) of ERISA. 
 “ Plans ”—Employee benefit plans and certain other plans and arrangements, including IRAs and annuities, Keogh plans, and certain collective investment funds or insurance company general or separate accounts in which such plans or arrangements are invested, that are subject to ERISA and/or the Section 4975 of the Code. 
 “ Pre-Creation/Redemption Abandonment ”—The abandonment by the Trust, irrevocably for no direct or indirect consideration, all Incidental Rights and IR Virtual Currency to which the Trust would otherwise be entitled, effective immediately prior to a Creation Time or a Redemption Time (as the case may be) for the Trust. 
 “ Pre-Creation/Redemption Abandonment Notices ”—The notices, collectively, as amended or supplemented from time to time, delivered by the Sponsor to each of the Prime Broker, the Custodian and Coinbase Credit, on behalf of the Trust, stating that the Trust will abandon, irrevocably and for no direct or indirect consideration, effective immediately prior to each Creation Time and each Redemption Time for the Trust, all Incidental Rights and IR Virtual Currency to which it would otherwise be entitled as of such time and with respect to which the Trust has not taken any Affirmative Action at or prior to such time. 
 “ Prime Broker ”—Coinbase, Inc. 
 “ Prime Broker Agreement ”—The Prime Broker Agreement, dated as of May 22, 2024, by and among the Trust, the Sponsor and the Prime Broker, on behalf of itself, the Custodian and Coinbase Credit, that governs the Trust’s and the Sponsor’s use of the Custodial and Prime Broker Services provided by the Custodian and the Prime Broker. 
 “ Principal Market NAV ”—The net asset value of the Trust determined on a U.S. GAAP basis. Prior to February 23, 2024, Principal Market NAV was referred to as NAV. 
 “ Record Date ”—July 18, 2024, the record date for the Initial Distribution. 
 “ Redemption Basket ”—Basket of Shares redeemed by the Trust upon distribution or disposition of the Basket Amount required for each such Redemption Basket. 
 “ Redemption Cash Shortfall ”—In connection with a redemption pursuant to an Actual Execution Cash Order, the amount by which the cash to be delivered to the Authorized Participant is reduced in the event the price realized in disposing the corresponding Total Basket Amount is lower than the Total Basket NAV on the trade date. 
 “ Redemption Time ”—With respect to the redemption of any Shares by the Trust, the time at which the Trust redeems such Shares. 
 “ Reorganization ”—The internal corporate reorganization of Grayscale Investments, LLC consummated on January 1, 2025. 
 “ Required Redemption Cash ”—The actual proceeds to the Trust from the liquidation of the Total Basket Amount. 

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 “ SEC ”—The U.S. Securities and Exchange Commission. 
 “ Secondary Index ”—The Coin Metrics Real-Time Rate. 
 “ Secondary Index Price ”—The price set by Coin Metrics Real-Time Rate as of 4:00 p.m., New York time, on the valuation date. See “Item 1. Business—Overview of the Ethereum Industry and Market—Ether Value—The Index and the Index Price—Determination of the Index Price When Index Price is Unavailable” for a description of how the Secondary Index Price is utilized when the Index Price is unavailable. 
 “ Secondary Index Provider ”—Coin Metrics Inc., a Delaware corporation that publishes the Secondary Index. 
 “ Secondary Market ”—Any marketplace or other alternative trading system, as determined by the Sponsor, on which the Shares may then be listed, quoted or traded, including but not limited to, NYSE Arca and the OTCQX Best Market ® of OTC Markets Group Inc. 
 “ Securities Act ”—The Securities Act of 1933, as amended. 
 “ Settlement Balance ”—An account controlled and maintained by the Custodian to which cash and digital assets of the Trust are credited on the Trust’s behalf. 
 “ Shares ”—Common units of fractional undivided beneficial interest in, and ownership of, the Trust. 
 “ Share Percentage ”—A fraction the numerator of which is the number of Shares disposed of and the denominator of which is the total number of Shares held by such U.S. Holder immediately prior to such sale or other disposition. 
 “ Share Split ”—A 9-for-1 Share split of the Trust’s issued and outstanding Shares, which was effected on December 17, 2020 to shareholders of record as of the close of business on December 14, 2020. 
 “ Similar Laws ”—Rules under other federal, state, local, non-U.S. or other applicable law that are similar to ERISA or Section 4975 of the Code. 
 “ SIPC ”—The Securities Investor Protection Corporation. 
 “ Sponsor ” or “ Co-Sponsor ”—The sponsor of the Trust. Grayscale Investments, LLC was the sponsor of the Trust before January 1, 2025, Grayscale Operating, LLC was a co-sponsor of the Trust from January 1, 2025 to May 3, 2025, and Grayscale Investments Sponsors, LLC was a co-sponsor of the Trust from January 1, 2025 to May 3, 2025 and became the sole remaining sponsor thereafter. 
 “ Sponsor Contracts ”—Certain contracts assigned by GSO pertaining to its role as Sponsor (as such term is defined in the Trust Agreement) of the Trust to GSIS in connection with the Reorganization. 
 “ Sponsor-paid Expenses ”—The fees and expenses incurred by the Trust in the ordinary course of its affairs that the Sponsor is obligated to assume and pay, excluding taxes, but including: (i) the Marketing Fee, (ii) the Administrator Fee, (iii) the Custodian Fee and fees for any other security vendor engaged by the Trust, (iv) the Transfer Agent Fee, (v) the Trustee fee, (vi) the fees and expenses related to the listing, quotation or trading of the Shares on any Secondary Market (including customary legal, marketing and audit fees and expenses) in an amount up to $600,000 in any given fiscal year, (vii) ordinary course, legal fees and expenses, (viii) audit fees, (ix) regulatory fees, including, if applicable, any fees relating to the registration of the Shares under the Securities Act or the Exchange Act, (x) printing and mailing costs, (xi) costs of maintaining the Trust’s website and (xii) applicable license fees, provided that any expense that qualifies as an Additional Trust Expense will be deemed to be an Additional Trust Expense and not a Sponsor-paid Expense. 
 “ Sponsor’s Fee ”—A fee, payable in Ether, which accrues daily in U.S. dollars at an annual rate of 2.5% of the NAV Fee Basis Amount of the Trust as of 4:00 p.m., New York time, on each day; provided that for a day that is not a business day, the calculation of the Sponsor’s Fee will be based on the NAV Fee Basis Amount from the most recent business day, reduced by the accrued and unpaid Sponsor’s Fee for such most recent business day and for each day after such most recent business day and prior to the relevant calculation date. 
 “ Sponsor’s Staking Fee ”—In addition to the Sponsor’s Fee, as partial consideration for the Sponsor’s facilitation of Staking, but only if (and, then, only to the extent that) the Staking Condition has been satisfied with respect thereto, a portion of the staking rewards payable to the Sponsor in Ether (or, if applicable, in the form of any Other Staking Consideration), which accrues daily in U.S. dollars 

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 in an amount calculated as a per annum percentage of any Staking Consideration received by the Trust, as may be directed by the Sponsor in its sole discretion. The Sponsor’s Staking Fee is payable to the Sponsor daily in arrears. As of the date hereof, the Sponsor’s Staking Fee, the Custodian’s fee and the Staking Provider’s share of such Staking Consideration comprises an aggregate of 23% of the gross Staking Consideration generated under the Staking Arrangements. The Trust will receive and retain the remainder of such gross Staking Consideration. 
 “ Staking ”— (i) Using, or permitting to be used, in any manner, through an agent or otherwise (including, for the avoidance of doubt, through a delegation of rights to any third party with respect to any portion of the Trust Estate, by making any portion of the Trust Estate available to any third party or by entering into any similar arrangement with a third party), any portion of the Trust Estate in a proof-of-stake validation protocol, (ii) accepting any Staking Consideration, (iii) holding any Other Staking Consideration accepted by the Trust pursuant to clause (ii), for not more than 30 days after the Trust’s receipt thereof, pending the use of such Other Staking Consideration for payment of Additional Trust Expenses or distribution to the Shareholders and (iv) any financing arrangement or other mechanism utilized by the Sponsor, on behalf of the Trust, in connection with Redemption Orders to manage Ether liquidity constraints arising from activities described in the preceding clauses. For the avoidance of doubt, (i) the mere act of transferring units of virtual currency on a peer-to-peer virtual currency network that utilizes a proof-of-stake validation protocol shall not be considered to be “Staking” and (ii) “Staking” shall include any related activity contemplated by a Tax Ruling, an opinion or Tax Guidance, in each case, described in the definition of Staking Condition (and, in the case of a Tax Ruling, that is described in the private letter ruling request (as supplemented from time to time) submitted to the U.S. Internal Revenue Service in connection therewith). 
 “ Staking Condition ”—With respect to a particular form of Staking, the condition that (i) (x) engaging in such form of Staking should not cause the Trust to be treated as other than a grantor trust for U.S. federal income tax purposes and (y) the Trust shall have received (1) a written opinion from a Tax Advisor or (2) a Tax Ruling, in each case, to that effect or (ii) such form of Staking is confirmed in Tax Guidance to be a permissible undertaking by a grantor trust. As of the date of this filing, the Staking Condition has been satisfied as to the particular form of Staking described in the Trust’s Annual Report, as amended from time to time, and the Sponsor intends to cause the Trust to engage in Staking as described therein. The Sponsor may in the future modify the form of Staking in which the Trust engages, but only if (and, then, only to the extent that) the Staking Condition has been satisfied with respect to any such modified form of Staking, and subject to compliance with any additional requirements that may arise in connection with satisfaction of the Staking Condition with respect thereto. 
 “ Staking Consideration ”—Any consideration of any kind whatsoever, including, but not limited to, any staking reward paid in fiat currency or paid in kind, in exchange for using, or permitting to be used, any portion of the Trust Estate as described in clause (i) of the definition of “Staking.” 
 “ Tax Advisor ”—An independent law firm that is recognized as being expert in tax matters. 
 “ Tax Guidance” —any tax guidance that is issued by the U.S. Internal Revenue Service or the U.S. Department of the Treasury and on which taxpayers may rely. 
 “ Tax Ruling ”—A binding ruling issued by the U.S. Internal Revenue Service. 
 “ Tertiary Pricing Option ”—The price set by the Trust’s principal market. 
 “ Total Basket Amount ”—With respect to any creation or redemption order, the applicable Basket Amount multiplied by the number of Baskets being created or redeemed. 
 “ Total Basket NAV ”—The applicable Basket NAV Amount multiplied by the number of Baskets being created or redeemed. 
 “ Transfer Agency and Service Agreement ”—The agreement between the Sponsor and the Transfer Agent which sets forth the obligations and responsibilities of the Transfer Agent with respect to transfer agency services and related matters. 
 “ Transfer Agent ”—The Bank of New York Mellon, a New York corporation authorized to conduct banking business. 
 “ Transfer Agent Fee ”—Fee payable to the Transfer Agent for services it provides to the Trust, which the Sponsor will pay to the Transfer Agent as a Sponsor-paid Expense. 
 “ Treasury Regulations ”—The regulations, including proposed or temporary regulations, promulgated under the Code. 

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 “ Trust ”—Grayscale Ethereum Staking ETF, a Delaware statutory trust, formed on December 13, 2017 under the DSTA and pursuant to the Trust Agreement. 
 “ Trust Agreement ”—The Third Amended and Restated Declaration of Trust and Trust Agreement, dated as of September 25, 2025, between the Trustee and the Sponsor establishing and governing the operations of the Trust, as amended by Amendment No. 1 thereto and as the same may be further amended from time to time. 
 “ Trustee ”—CSC Delaware Trust Company (formerly known as Delaware Trust Company), a Delaware trust company, is the Delaware trustee of the Trust. 
 “ Trust Estate ”—Without duplication, (i) all the Ether in the Trust’s accounts, including the Ether Account, (ii) all Incidental Rights held by the Trust, (iii) all IR Virtual Currency in the Trust’s accounts, (iv) all Other Staking Consideration held by the Trust, (v) all proceeds from the sale of Ether, Incidental Rights, IR Virtual Currency and Other Staking Consideration pending use of such cash for payment of Additional Trust Expenses or distribution to the Shareholders and (vi) any rights of the Trust pursuant to any agreements, other than this Trust Agreement, to which the Trust is a party. 
 “ UBTI ”—Unrelated business taxable income. 
 “ Uplisting Date ”—July 23, 2024, the date on which the shares of Grayscale Ethereum Staking ETF began trading on NYSE Arca as shares of an exchange-traded product. 
 “ U.S. ”—United States. 
 “ U.S. dollar ” or “ $ ”—United States dollar or dollars. 
 “ U.S. GAAP ”—United States generally accepted accounting principles. 
 “ Variable Fee ”—An amount in cash based on the Total Basket NAV, which shall be paid by the Authorized Participant in connection with Variable Fee Cash Orders. The amount may be changed by the Sponsor in its sole discretion at any time. 
 “ Variable Fee Cash Order ”—A Cash Order pursuant to which any price differential between (x) the Total Basket NAV on the trade date and (y) the price realized in acquiring or disposing of the corresponding Total Basket Amount, as the case may be, will be borne solely by the applicable Liquidity Provider. 
 “ Vault Balance ”—A segregated custody account controlled and secured by the Custodian to store private keys, which allow for the transfer of ownership or control of the Trust’s Ether on the Trust’s behalf. 

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 SIGNATURES 
 Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned in the capacities* indicated, thereunto duly authorized. 
 
 Grayscale Investments Sponsors, LLC, as Sponsor 
 of Grayscale Ethereum Staking ETF 
 
 By: 
 
 /s/ Peter Mintzberg 
 
 Name: 
 
 Peter Mintzberg 
 
 Title: 
 
 Member of the Board of Directors and Chief Executive Officer (Principal Executive Officer)* 
 
 By: 
 
 /s/ Edward McGee 
 
 Name: 
 
 Edward McGee 
 
 Title: 
 
 Member of the Board of Directors and Chief Financial Officer (Principal Financial and Accounting Officer)* 
 
 By: 
 
 /s/ Barry Silbert 
 
 Name: 
 
 Barry Silbert 
 
 Title: 
 
 Chairman of the Board of Directors 
 Director* 
 
 By: 
 
 /s/ Mark Shifke 
 
 Name: 
 
 Mark Shifke 
 
 Title: 
 
 Member of the Board of Directors 
 Director* 
 
 By: 
 
 /s/ Simon Koster 
 
 Name: 
 
 Simon Koster 
 
 Title: 
 
 Member of the Board of Directors 
 Director* 
 
 Date: February 25, 2026 
 
 * The Registrant is a trust and the persons are signing in their capacities as officers of Grayscale Investments Sponsors, LLC, the Sponsor of the Registrant, or directors of Grayscale Investments, Inc., the sole managing member of Grayscale Operating, LLC, the sole member of Grayscale Investments Sponsors, LLC, as applicable. 

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 INDEX TO FINANCIAL STATEMENTS 
 
 Page 
 
 Grayscale Ethereum Staking ETF Annual Financial Statements 
 
 Reports of Independent Registered Public Accounting Firms (KPMG LLP, PCAOB ID 185 ; Marcum LLP, PCAOB ID 688 ) 
 
 F- 2 
 
 Statements of Assets and Liabilities at December 31, 2025 and 2024 
 
 F- 6 
 
 Schedules of Investment at December 31, 2025 and 2024 
 
 F- 7 
 
 Statements of Operations for the Years Ended December 31, 2025, 2024 and 2023 
 
 F- 8 
 
 Statements of Changes in Net Assets for the Years Ended December 31, 2025, 2024 and 2023 
 
 F- 9 
 
 Statements of Cash Flows for the Years Ended December 31, 2025 and 2024 
 
 F- 10 
 
 Notes to Financial Statements 
 
 F- 11 
 
 F- 1 

 REPORT OF INDEPENDENT REGIS TERED PUBLIC ACCOUNTING FIRM 
 
 To the Shareholders and Sponsor of 
 Grayscale Ethereum Staking ETF: 
 Opinion on the Financial Statements 
 We have audited the accompanying statements of assets and liabilities, including the schedules of investment of Grayscale Ethereum Staking ETF (the Trust) as of December 31, 2025 and December 31, 2024, the related statements of operations, changes in net assets, and cash flows for the years then ended and the related notes (collectively, the financial statements). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Trust as of December 31, 2025 and December 31, 2024, and the results of its operations, changes in net assets, and its cash flows for the years then ended, in conformity with U.S. generally accepted accounting principles. 
 We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the Trust’s internal control over financial reporting as of December 31, 2025, based on criteria established in Internal Control – Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission, and our report dated February 25, 2026expressed an unqualified opinion on the effectiveness of the Trust’s internal control over financial reporting. 
 Basis for Opinion 
 These financial statements are the responsibility of the Trust’s management. Our responsibility is to express an opinion on these financial statements based on our audits. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Trust in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB. 
 We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion. 
 Critical Audit Matter 
 The critical audit matter communicated below is a matter arising from the current period audit of the financial statements that was communicated or required to be communicated to the audit committee and that: (1) relates to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective, or complex judgments. The communication of a critical audit matter does not alter in any way our opinion on the financial statements, taken as a whole, and we are not, by communicating the critical audit matter below, providing a separate opinion on the critical audit matter or on the accounts or disclosures to which it relates. 
 Evaluation of the existence and rights over the investment in Ether 
 As discussed in Notes 2 and 3 to the financial statements, the Trust accounts for its investment in Ether at fair value in accordance with its classification as an investment company for accounting purposes. As of December 31, 2025, the fair value of the Trust’s investment in Ether was $2.7 billion, with a respective cost basis of $0.9 billion. 
 We identified the evaluation of the existence of and the Trust’s rights to Ether, including the risk that the Trust’s investment in Ether may not be owned by the Trust, as a critical audit matter. A high degree of auditor judgment was involved in determining the nature and extent of the procedures performed and audit evidence obtained to assess the existence of and the Trust’s rights to its investment in Ether, as control and access over the Ether was provided through private keys stored using third-party custodial services. In addition, auditor judgment was required to evaluate the sufficiency of audit evidence obtained. 
 The following are the primary procedures we performed to address this critical audit matter. We evaluated the design and tested the operating effectiveness of certain internal controls over the existence of the Trust’s investment in Ether and the Trust’s rights over its investment in Ether, including controls over the comparison of the Trust’s records of Ether held to the third-party custodial records. We involved information technology professionals with specialized skills and knowledge in blockchain technology, who assisted in 

 F- 2 

 evaluating certain internal controls over the safeguarding of digital assets process performed at the third-party custodian, specifically related to the generation of the private keys, the storing of these keys, and the reconciliation of digital assets per the custodial service ledgers to the public blockchain. We obtained confirmation of the Trust’s investment in Ether held with the third-party custodian as of December 31, 2025 and compared the results of the confirmation to the Trust’s record of its investment in Ether. We compared the Trust’s record for a selection of on blockchain Ether purchase and sale transactions to the records on the public blockchain using a software audit tool. We also obtained and assessed evidence that such transactions were appropriately authorized and that the Trust controlled the Ether through the third-party custodian. We evaluated the reliability of audit evidence obtained from the public blockchain. We also assessed the sufficiency of audit evidence obtained by evaluating the cumulative results of the audit procedures. 
 
 /s/ KPMG LLP 
 
 We have served as the Trust’s auditor since 2024. 
 
 New York, New York 
 
 February 25, 2026 
 
 F- 3 

 REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM 
 
 To the Shareholders and Sponsor of 
 Grayscale Ethereum Staking ETF: 
 
 Opinion on Internal Control Over Financial Reporting 
 We have audited Grayscale Ethereum Staking ETF's (the Trust) internal control over financial reporting as of December 31, 2025, based on criteria established in Internal Control – Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission. In our opinion, the Trust maintained, in all material respects, effective internal control over financial reporting as of December 31, 2025, based on criteria established in Internal Control – Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission. 
 We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the statements of assets and liabilities, including the schedules of investment, of the Trust as of December 31, 2025 and December 31, 2024, the related statements of operations, changes in net assets, and cash flows for the years then ended and the related notes (collectively, the financial statements), and our report dated February 25, 2026 expressed an unqualified opinion on those financial statements. 
 
 Basis for Opinion 
 The Trust’s management is responsible for maintaining effective internal control over financial reporting and for its assessment of the effectiveness of internal control over financial reporting, included in the accompanying Management's Report on Internal Control over Financial Reporting. Our responsibility is to express an opinion on the Trust’s internal control over financial reporting based on our audit. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Trust in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB. 
 We conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether effective internal control over financial reporting was maintained in all material respects. Our audit of internal control over financial reporting included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk. Our audit also included performing such other procedures as we considered necessary in the circumstances. We believe that our audit provides a reasonable basis for our opinion. 
 Definition and Limitations of Internal Control Over Financial Reporting 
 A company’s 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 generally accepted accounting principles. A company’s internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements. 
 Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate. 
 
 /s/ KPMG LLP 
 
 New York, New York 
 
 February 25, 2026 
 
 F- 4 

 REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM 
 
 To the Shareholders and Sponsor of 
 Grayscale Ethereum Staking ETF 
 Opinion on the Financial Statements 
 We have audited the statements of operations and changes in net assets of the Grayscale Ethereum Staking ETF (the “Trust”) for the year ended December 31, 2023, and the related notes (collectively referred to as the “financial statements”). In our opinion, the financial statements present fairly, in all material respects, the results of its operations for the year ended December 31, 2023, in conformity with accounting principles generally accepted in the United States of America. 
 Basis for Opinion 
 These financial statements are the responsibility of the management of the Trust’s Sponsor, Grayscale Investments, LLC. Our responsibility is to express an opinion on the Trust’s financial statements based on our audit. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Trust in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB. 
 
 We conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. Our audit included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audit also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audit provides a reasonable basis for our opinion. 
 
 /s/ Marcum LLP 
 We have served as the Trust’s auditor from 2018 to 2024 (such date takes into account the acquisition of certain assets of Friedman LLP by Marcum LLP effective September 1, 2022). 
 New York, New York 
February 23, 2024 

 F- 5 

 GRAYSCALE ETHEREUM STAKING ETF 
 STATEMENTS OF ASSET S AND LIABILITIES 
 ( Amounts in thousands, except Share and per Share amounts) 
 
 December 31, 
 
 2025 
 
 2024 
 
 Assets: 
 
 Investment in Ether, at fair value (cost $ 899,990 and $ 608,668 as of December 31, 2025 and 2024, respectively) 
 
 $ 
 
 2,705,443 
 
 $ 
 
 4,735,980 
 
 Total assets 
 
 $ 
 
 2,705,443 
 
 $ 
 
 4,735,980 
 
 Liabilities: 
 
 Sponsor’s Staking Fee payable, related party 
 
 $ 
 
 2,328 
 
 $ 
 
 - 
 
 Sponsor’s Fee payable, related party 
 
 - 
 
 - 
 
 Total liabilities 
 
 2,328 
 
 - 
 
 Net assets 
 
 $ 
 
 2,703,115 
 
 $ 
 
 4,735,980 
 
 Shares issued and outstanding, no par value ( unlimited Shares authorized) 
 
 110,878,500 
 
 169,098,500 
 
 Principal Market NAV per share 
 
 $ 
 
 24.38 
 
 $ 
 
 28.01 
 
 See accompanying notes to financial statements. 
 
 F- 6 

 GRAYSCALE ETHEREUM STAKING ETF 
 SCHEDULES OF INVESTMENT 
 ( Amounts in thousands, except quantity of Ether and percentages) 
 
 December 31, 2025 
 
 Quantity of Ether 
 
 Cost 
 
 Fair Value 
 
 % of Net
Assets 
 
 Investment in Ether 
 
 910,328.89953386 
 
 $ 
 
 899,990 
 
 $ 
 
 2,705,443 
 
 100 
 
 % 
 
 Total Investment 
 
 $ 
 
 899,990 
 
 $ 
 
 2,705,443 
 
 100 
 
 % 
 
 Liabilities 
 
 $ 
 
 ( 2,328 
 
 ) 
 
 0 
 
 % 
 
 Net assets 
 
 $ 
 
 2,703,115 
 
 100 
 
 % 
 
 December 31, 2024 
 
 Quantity of Ether 
 
 Cost 
 
 Fair Value 
 
 % of Net
Assets 
 
 Investment in Ether 
 
 1,417,788.29257515 
 
 $ 
 
 608,668 
 
 $ 
 
 4,735,980 
 
 100 
 
 % 
 
 Total Investment 
 
 $ 
 
 608,668 
 
 $ 
 
 4,735,980 
 
 100 
 
 % 
 
 Net assets 
 
 $ 
 
 4,735,980 
 
 100 
 
 % 
 
 See accompanying notes to financial statements. 
 
 F- 7 

 GRAYSCALE ETHEREUM STAKING ETF 
 STATEMENTS OF OPERATIONS 
 ( Amounts in thousands) 
 
 Years Ended December 31, 
 
 2025 
 
 2024 
 
 2023 
 
 Investment income: 
 
 Staking Reward income 
 
 $ 
 
 12,167 
 
 $ 
 
 - 
 
 $ 
 
 - 
 
 Investment income 
 
 - 
 
 - 
 
 - 
 
 Total Investment income 
 
 $ 
 
 12,167 
 
 $ 
 
 - 
 
 $ 
 
 - 
 
 Expenses: 
 
 Sponsor’s Fee, related party 
 
 $ 
 
 86,116 
 
 $ 
 
 182,594 
 
 $ 
 
 134,484 
 
 Sponsor’s Staking Fee, related party 
 
 2,509 
 
 - 
 
 - 
 
 Net expenses 
 
 88,625 
 
 182,594 
 
 134,484 
 
 Net investment loss 
 
 ( 76,458 
 
 ) 
 
 ( 182,594 
 
 ) 
 
 ( 134,484 
 
 ) 
 
 Net realized and unrealized (loss) gain from: 
 
 Net realized gain on investment in Ether sold to pay expenses 
 
 68,726 
 
 157,557 
 
 102,973 
 
 Net realized gain on investment in Ether sold for redemption of Shares 
 
 1,710,658 
 
 3,108,025 
 
 - 
 
 Net realized gain on investment in Ether sold for Initial Distribution (Return of Capital) (1) 
 
 - 
 
 888,140 
 
 - 
 
 Net change in unrealized appreciation/depreciation on investment in Ether 
 
 ( 2,321,860 
 
 ) 
 
 ( 1,385,995 
 
 ) 
 
 3,140,367 
 
 Net change in unrealized appreciation/depreciation on Sponsor's Staking Fee payable in Ether 
 
 181 
 
 - 
 
 - 
 
 Net realized and unrealized (loss) gain on investment 
 
 ( 542,295 
 
 ) 
 
 2,767,727 
 
 3,243,340 
 
 Net (decrease) increase in net assets resulting from operations 
 
 $ 
 
 ( 618,753 
 
 ) 
 
 $ 
 
 2,585,133 
 
 $ 
 
 3,108,856 
 
 (1) Represents the impact of the Initial Distribution of 292,262.98913350 Ether, with a value of approximately $ 1,010.9 million to Grayscale Ethereum Staking Mini ETF, completed on July 23, 2024, as discussed in Note 4. 

 See accompanying notes to financial statements. 
 
 F- 8 

 GRAYSCALE ETHEREUM STAKING ETF 
 STATEMENTS OF CHANG ES IN NET ASSETS 
 ( Amounts in thousands, except change in Shares outstanding) 
 
 Years Ended December 31, 
 
 2025 
 
 2024 
 
 2023 
 
 (Decrease) increase in net assets from operations: 
 
 Net investment loss 
 
 $ 
 
 ( 76,458 
 
 ) 
 
 $ 
 
 ( 182,594 
 
 ) 
 
 $ 
 
 ( 134,484 
 
 ) 
 
 Net realized gain on investment in Ether sold to pay expenses 
 
 68,726 
 
 157,557 
 
 102,973 
 
 Net realized gain on investment in Ether sold for redemption of Shares 
 
 1,710,658 
 
 3,108,025 
 
 - 
 
 Net realized gain on investment in Ether sold for Initial Distribution (Return of Capital) (1) 
 
 - 
 
 888,140 
 
 - 
 
 Net change in unrealized appreciation/depreciation on investment in Ether 
 
 ( 2,321,860 
 
 ) 
 
 ( 1,385,995 
 
 ) 
 
 3,140,367 
 
 Net change in unrealized appreciation/depreciation on Sponsor's Staking Fee payable in Ether 
 
 181 
 
 - 
 
 - 
 
 Net (decrease) increase in net assets resulting from operations 
 
 ( 618,753 
 
 ) 
 
 2,585,133 
 
 3,108,856 
 
 (Decrease) increase in net assets from capital share transactions: 
 
 Shares issued 
 
 744,388 
 
 14,886 
 
 - 
 
 Shares redeemed 
 
 ( 2,158,500 
 
 ) 
 
 ( 3,611,158 
 
 ) 
 
 - 
 
 Return of Capital (1) 
 
 - 
 
 ( 1,010,935 
 
 ) 
 
 - 
 
 Net decrease in net assets resulting from capital share transactions 
 
 ( 1,414,112 
 
 ) 
 
 ( 4,607,207 
 
 ) 
 
 - 
 
 Total (decrease) increase in net assets from operations and capital share transactions 
 
 ( 2,032,865 
 
 ) 
 
 ( 2,022,074 
 
 ) 
 
 3,108,856 
 
 Net assets: 
 
 Beginning of year 
 
 4,735,980 
 
 6,758,054 
 
 3,649,198 
 
 End of year 
 
 $ 
 
 2,703,115 
 
 $ 
 
 4,735,980 
 
 $ 
 
 6,758,054 
 
 Change in Shares outstanding: 
 
 Shares outstanding at beginning of year 
 
 169,098,500 
 
 310,158,500 
 
 310,158,500 
 
 Shares issued 
 
 26,860,000 
 
 480,000 
 
 - 
 
 Shares redeemed 
 
 ( 85,080,000 
 
 ) 
 
 ( 141,540,000 
 
 ) 
 
 - 
 
 Net decrease in Shares 
 
 ( 58,220,000 
 
 ) 
 
 ( 141,060,000 
 
 ) 
 
 - 
 
 Shares outstanding at end of year 
 
 110,878,500 
 
 169,098,500 
 
 310,158,500 
 
 (1) Represents the impact of the Initial Distribution of 292,262.98913350 Ether, with a value of approximately $ 1,010.9 million to Grayscale Ethereum Staking Mini ETF, completed on July 23, 2024, as discussed in Note 4. 

 See accompanying notes to financial statements. 
 
 F- 9 

 GRAYSCALE ETHEREUM STAKING ETF 
 STATEMENTS OF CASH FLOWS 
 ( Amounts in thousands) 
 
 Years Ended December 31, 
 
 2025 
 
 2024 
 
 Cash provided by operating activities 
 
 Net (decrease) increase in net assets resulting from operations 
 
 $ 
 
 ( 618,753 
 
 ) 
 
 $ 
 
 2,585,133 
 
 Adjustments to reconcile net increase in net assets resulting from operations to net cash provided by operating activities: 
 
 Purchases of Ether (1) 
 
 $ 
 
 ( 743,867 
 
 ) 
 
 $ 
 
 ( 14,742 
 
 ) 
 
 Proceeds from Ether sold to pay redemptions (1) 
 
 2,158,797 
 
 3,649,316 
 
 Proceeds from Ether sold to pay expenses 
 
 86,116 
 
 182,594 
 
 Ether received as Staking Rewards 
 
 ( 12,167 
 
 ) 
 
 - 
 
 Net realized gain 
 
 ( 1,779,384 
 
 ) 
 
 ( 4,153,722 
 
 ) 
 
 Net change in unrealized appreciation/depreciation on investment in Ether 
 
 2,321,860 
 
 1,385,995 
 
 Net change in unrealized appreciation/depreciation on Sponsor's Staking Fee 
 
 ( 181 
 
 ) 
 
 - 
 
 Change in operating assets and liabilities: 
 
 Sponsor’s Staking Fee payable, related party 
 
 2,509 
 
 - 
 
 Net cash provided by operating activities 
 
 $ 
 
 1,414,930 
 
 $ 
 
 3,634,574 
 
 Cash used in financing activities 
 
 Proceeds from issuance of capital shares (1) 
 
 743,867 
 
 14,742 
 
 Payments for capital shares redeemed (1) 
 
 ( 2,158,797 
 
 ) 
 
 ( 3,649,316 
 
 ) 
 
 Net cash used in financing activities 
 
 $ 
 
 ( 1,414,930 
 
 ) 
 
 $ 
 
 ( 3,634,574 
 
 ) 
 
 Cash 
 
 Net increase (decrease) in cash 
 
 - 
 
 - 
 
 Cash, beginning of year 
 
 - 
 
 - 
 
 Cash, end of year 
 
 - 
 
 - 
 
 Supplemental disclosure of noncash operating activities 
 
 Transfer of Ether to pay for Sponsor’s Fee 
 
 $ 
 
 86,116 
 
 $ 
 
 182,594 
 
 Ether received as Staking Rewards 
 
 $ 
 
 12,167 
 
 $ 
 
 - 
 
 Supplemental disclosure of noncash financing activities 
 
 Transfer of Ether used for Initial Distribution (Return of Capital) (2) 
 
 $ 
 
 - 
 
 $ 
 
 1,010,935 
 
 (1) The proceeds collected by an Authorized Participant from the sale of Shares and the payments for Shares redeemed by an Authorized Participant do not correlate with the amounts in the Statement of Operations and the Statement of Changes in Net Assets for the period due to creations and redemptions occurring at the Index Price as defined in the Trust Agreement. 

 (2) Represents the impact of the Initial Distribution of 292,262.98913350 Ether, with a value of approximately $ 1,010.9 million to Grayscale Ethereum Staking Mini ETF, completed on July 23, 2024, as discussed in Note 4. 

 See accompanying notes to financial statements. 
 
 F- 10 

 GRAYSCALE ETHEREUM STAKING ETF 
 NOTES TO THE FINA NCIAL STATEMENTS 
 1. Organization 
 Grayscale Ethereum Staking ETF (the “Trust”) is a Delaware Statutory Trust that was formed on December 13, 2017 and commenced operations on December 14, 2017. In general, the Trust holds Ethereum tokens (“Ether”) and, from time to time, issues common units of fractional undivided beneficial interest (“Shares”) in exchange for Ether. Prior to July 23, 2024, the Trust did not operate a redemption program. On May 23, 2024, the Securities and Exchange Commission (the “SEC”) approved an application under Rule 19b-4 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) by NYSE Arca, Inc. (“NYSE Arca”) to list the Shares of the Trust, which began trading on NYSE Arca on July 23, 2024 (the “Uplisting Date”), following the effectiveness of the Trust’s registration statement on Form S-3, as amended (File No. 333-278880). As of the date of this Annual Report, the Trust is an SEC reporting company with its Shares registered pursuant to Section 12(b) of the Exchange Act. On July 22, 2024, in connection with the approval of the 19b-4 Application on May 23, 2024 and the effectiveness of the registration statement on Form S-3, as amended, Grayscale Investments, LLC (“GSI”) authorized the commencement of a redemption program. Effective July 23, 2024, the Trust creates and redeems Shares at such times and for such periods as determined by the Sponsor (as defined below), but only in one or more whole “Baskets.” A Basket equals 10,000 Shares. The creation of a Basket requires the delivery to the Trust of the amount of Ether (or cash to acquire such amount of Ether) represented by one Share immediately prior to such creation multiplied by 10,000. The redemption of a Basket requires distribution by the Trust of the amount of Ether represented by one Share immediately prior to such redemption multiplied by 10,000. The Trust may from time to time halt creations and redemptions for a variety of reasons, including in connection with forks, airdrops and other similar occurrences. The Trust’s investment objective is for the value of the Shares (based on Ether per Share) to reflect the value of the Ether held by the Trust and to reflect rewards from Staking a portion of the Trust’s Ether, less the Trust’s expenses and other liabilities. 
 GSI was the sponsor of the Trust before January 1, 2025, Grayscale Operating, LLC (“GSO”), was the co-sponsor of the Trust from January 1, 2025 to May 3, 2025, and Grayscale Investments Sponsors, LLC (“GSIS” or the “Sponsor”), was the co-sponsor of the Trust from January 1, 2025 to May 3, 2025 and is the sole remaining sponsor thereafter. GSI was, and each of GSO and GSIS are, a consolidated subsidiary of Digital Currency Group, Inc. (“DCG”). The Sponsor is responsible for the day-to-day administration of the Trust pursuant to the provisions of the Trust Agreement. The Sponsor is responsible for preparing and providing annual and quarterly reports on behalf of the Trust to investors and is also responsible for selecting and monitoring the Trust’s service providers. As partial consideration for the Sponsor’s services, the Trust pays the Sponsor a Sponsor’s Fee as discussed in Note 7. The Sponsor also acts as the sponsor and manager of other single-asset and diversified investment products, each of which is an affiliate of the Trust. Information related to the affiliated investment products can be found on the Sponsor’s website at grayscale.com/resources/regulatory-filings. Any information contained on or linked from such website is not part of nor incorporated by reference into these audited financial statements. Several of the affiliated investment products are SEC reporting companies with their shares registered pursuant to Section 12(g) of the Exchange Act. In addition, the following affiliated investment products are also SEC reporting companies with their shares registered pursuant to Section 12(b) of the Exchange Act: Grayscale Bitcoin Trust ETF, Grayscale Ethereum Staking Mini ETF, Grayscale Bitcoin Mini Trust ETF, Grayscale CoinDesk Crypto 5 ETF, Grayscale Solana Staking ETF, Grayscale XRP Trust ETF, Grayscale Dogecoin Trust ETF, Grayscale Chainlink Trust ETF and, as of February 18, 2026, Grayscale Sui Staking ETF. 
 Staking on the Ethereum Network refers to the use of Ether, or the permission for Ether to be used through an agent or otherwise, in the Ethereum Network’s proof-of-stake validation protocol in exchange for the receipt of staking rewards paid in kind (“Staking”). The Trust Agreement permits the Trust to engage in Staking, and on October 6, 2025, the Trust commenced Staking pursuant to the Staking Arrangements. The Sponsor has caused, and from time to time may cause, the Trust to enter into written arrangements (the “Staking Arrangements”) with the Custodian and one or more third party staking providers (each, a “Staking Provider”), which may be affiliates of the Custodian or other trusted institutional validators, to stake the Trust’s Ether to a Staking Provider operating validator software and associated hardware (“Provider-Facilitated Staking”). Effective October 6, 2025, and pursuant to the Staking Arrangements, the Custodian and the applicable Staking Provider became entitled to receive a portion of the gross staking rewards generated thereunder, representing the Custodian’s fee and the Staking Provider’s share of such staking rewards (collectively, the “Validator Fees”), with the remaining staking rewards received by the Trust, as discussed in Note 7. 
 Authorized Participants of the Trust are the only entities who may place orders to create or redeem Baskets. The Sponsor, on behalf of the Trust, and the Transfer Agent entered into Participant Agreements with a number of unaffiliated Authorized Participants in connection with the approval of NYSE Arca’s application under Rule 19b-4 of the Exchange Act, and the Trust has also since engaged other Authorized Participants. 
 Liquidity Providers facilitate the purchase and sale of Ether in connection with cash orders for creations or redemptions of Baskets. The Liquidity Providers with which GSIS, acting in its capacity as the “Liquidity Engager,” will engage in Ether transactions are third parties that are not affiliated with the Sponsor or the Trust and are not acting as agents of the Trust, the Sponsor, or any Authorized Participant. Except for the contractual relationships between each Liquidity Provider and GSIS in its capacity as the Liquidity Engager, there is no contractual relationship between each Liquidity Provider and the Trust, the Sponsor, or any Authorized Participant. The Liquidity Engager may engage additional Liquidity Providers who are unaffiliated with the Trust in the future. 
 
 F- 11 

 Effective July 23, 2024, the Trust, the Sponsor and Coinbase, Inc., the prime broker of the Trust (“Coinbase” or the “Prime Broker”), on behalf of itself and as agent for Coinbase Custody Trust Company, LLC (“Coinbase Custody” or the “Custodian”) and Coinbase Credit, Inc. (“Coinbase Credit” and, collectively with Coinbase and Coinbase Custody, the “Coinbase Entities”), entered into the Coinbase Prime Broker Agreement governing the Trust’s and the Sponsor’s use of the Custodial and Prime Broker Services provided by the Custodian and the Prime Broker. The Prime Broker Agreement establishes the rights and responsibilities of the Custodian, the Prime Broker, the Sponsor and the Trust with respect to the Trust’s Ether which is held in accounts maintained and operated by the Custodian, as a fiduciary with respect to the Trust’s assets, and the Prime Broker (together with the Custodian, the “Custodial Entities”) on behalf of the Trust. The Custodian is responsible for safeguarding the Ether held by the Trust, and holding the private key(s) that provide access to the Trust’s digital wallets and vaults. Additionally, on August 8, 2025, the Sponsor and Anchorage Digital Bank N.A. (“Anchorage Digital”), a national trust bank chartered by the Office of the Comptroller of the Currency, entered into a custodial services agreement (the “Anchorage Digital Custodian Agreement”). Pursuant to the Anchorage Digital Custodian Agreement, Anchorage Digital will provide services related to custody and safekeeping of the Trust’s Ether holdings. 
 Effective July 23, 2024, the transfer agent for the Trust (the “Transfer Agent”) is The Bank of New York Mellon. The responsibilities of the Transfer Agent are to (1) facilitate the issuance and redemption of shares of the Trust; (2) respond to correspondence by Trust shareholders and others relating to its duties; (3) maintain shareholder accounts; and (4) make periodic reports to the Trust. The co-transfer agent for the Trust (the “Co-Transfer Agent”) is Continental Stock Transfer & Trust Company. The administrator for the Trust (the “Administrator”) is BNY Mellon Asset Servicing, a division of The Bank of New York Mellon. BNY Mellon Asset Servicing provides administration and accounting services to the Trust. The Administrator’s fees are paid on behalf of the Trust by the Sponsor. 
 The marketing agent for the Trust (the “Marketing Agent”) is Foreside Fund Services, LLC. Effective July 22, 2024, the Marketing Agent provides the following services to the Sponsor: (i) assist the Sponsor in facilitating Participant Agreements between and among Authorized Participants, the Sponsor, on behalf of the Trust, and the Transfer Agent; (ii) provide prospectuses to Authorized Participants; (iii) work with the Transfer Agent to review and approve orders placed by the Authorized Participants and transmitted to the Transfer Agent; (iv) review and file applicable marketing materials with FINRA and (v) maintain, reproduce and store applicable books and records. 
 On May 23, 2019, the Trust received notice that its Shares were qualified for public trading on the OTCQX Best Market ® (“OTCQX”) of OTC Markets Group Inc. Until July 22, 2024, the Trust’s trading symbol on OTCQX was “ETHE.” On May 23, 2024, the SEC approved an application under Rule 19b-4 of the Exchange Act by NYSE Arca to list the Shares of the Trust. Shares of the Trust began trading on NYSE Arca on July 23, 2024, following the effectiveness of the Trust’s registration statement on Form S-3, as amended (File No. 333-278880). On September 17, 2025, the SEC approved a proposed rule change for new Rule 8.201-E (Generic) pursuant to Rule 19b-4 under the Exchange Act to amend NYSE Arca’s listing rules to permit the listing and trading of shares of certain commodity-based exchange-traded products that satisfy certain generic requirements (the “Generic Listing Standards”). On September 29, 2025, the Sponsor’s application to list and trade the Trust’s Shares on NYSE Arca under the Generic Listing Standards was approved. The Trust’s trading symbol on NYSE Arca is “ETHE” and the CUSIP number for its Shares is 389638107. 
 The Trust may also receive Incidental Rights and/or IR Virtual Currency as a result of the Trust’s investment in Ether, in accordance with the terms of the Trust Agreement. 
 Incidental Rights are rights to claim, or otherwise establish dominion and control over, any virtual currency or other asset or right, which rights are incident to the Trust’s ownership of Ether and arise without any action of the Trust, or of the Sponsor or Trustee on behalf of the Trust; IR Virtual Currency is any virtual currency tokens, or other asset or right, received by the Trust through the exercise (subject to the applicable provisions of the Trust Agreement) of any Incidental Right. On July 29, 2019, the Sponsor delivered to the Custodian (as defined below), on behalf of the Trust, a notice stating that the Trust is abandoning irrevocably for no direct or indirect consideration, effective immediately prior to each time at which the Trust creates Shares, all Incidental Rights and IR Virtual Currency to which it would otherwise be entitled as of such time. On May 23, 2024, the Trust delivered a supplemental notice to the Prime Broker, the Custodian and Coinbase Credit, Inc. providing that the Trust also will abandon irrevocably for no direct or indirect consideration, effective immediately prior to each time at which the Trust redeems Shares, all Incidental Rights or IR Virtual Currency to which it would otherwise be entitled as of such time. Subsequently, on August 8, 2025, the Trust delivered a supplemental notice to the Prime Broker and Anchorage Digital providing that the Trust also will abandon irrevocably for no direct or indirect consideration, effective immediately prior to each time at which the Trust redeems Shares, all Incidental Rights or IR Virtual Currency to which it would otherwise be entitled as of such time. The Sponsor has committed to cause the Trust not to take any Affirmative Action to acquire any Incidental Rights or IR Virtual Currency, thereby irrevocably abandoning any Incidental Rights and IR Virtual Currency to which the Trust may become entitled in the future. Because the Sponsor has now committed to causing the Trust to irrevocably abandon all Incidental Rights and IR Virtual Currency to which the Trust otherwise would become entitled in the future, and causing the Trust not to take any Affirmative Actions, the Trust will not receive any direct or indirect consideration for the Incidental Rights or IR Virtual Currency and thus the value of the Shares will not reflect the value of the Incidental Rights or IR Virtual Currency. In addition, in the event the Sponsor seeks to change the Trust’s policy with respect to Incidental Rights or IR Virtual Currency, an application would need to be filed with the SEC by NYSE Arca seeking approval to amend its listing rules to permit the Trust to distribute the Incidental Rights or IR Virtual Currency in kind to an agent of the shareholders for resale by such agent. 
 
 F- 12 

 2. Summary of Significant Accounting Policies 
 The following is a summary of significant accounting policies followed by the Trust: 
 The financial statements have been prepared in accordance with generally accepted accounting principles in the United States (“U.S. GAAP”). The Trust qualifies as an investment company for accounting purposes pursuant to the accounting and reporting guidance under Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) Topic 946, Financial Services—Investment Companies . The Trust uses fair value as its method of accounting for Ether in accordance with its classification as an investment company for accounting purposes. The Trust is not a registered investment company under the Investment Company Act of 1940. U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts in the financial statements and accompanying notes. Actual results could differ from those estimates and these differences could be material. 
 The Trust conducts its transactions in Ether, including receiving Ether for the creation of Shares and delivering Ether for the redemption of Shares and for the payment of the Sponsor’s Fee and Sponsor’s Staking Fee. The Sponsor will determine the Trust’s net asset value (“NAV”) on each business day as of 4:00 p.m., New York time, or as soon thereafter as practicable. 
 Cash and Cash Equivalents 
 Generally, the Trust does not intend to hold cash, except in connection with cash orders for creations or redemptions of Baskets. Cash includes non-interest bearing non-restricted cash with one institution. Cash in a bank deposit account, at times, may exceed U.S. federally insured limits. The Trust has not experienced any losses in such accounts and does not believe it is exposed to any significant credit risk on such bank deposits. 
 
 Principal Market and Fair Value Determination 
 To determine which market is the Trust’s principal market (or in the absence of a principal market, the most advantageous market) for purposes of calculating the Trust’s net asset value in accordance with U.S. GAAP (“Principal Market NAV”), the Trust follows ASC Topic 820-10, Fair Value Measurement, which outlines the application of fair value accounting. ASC 820-10 determines fair value to be the price that would be received for Ether in a current sale, which assumes an orderly transaction between market participants on the measurement date. ASC 820-10 requires the Trust to assume that Ether is sold in its principal market to market participants or, in the absence of a principal market, the most advantageous market. Market participants are defined as buyers and sellers in the principal or most advantageous market that are independent, knowledgeable, and willing and able to transact. 
 The Trust only receives Ether in connection with a creation order from the Authorized Participant (or a Liquidity Provider) and does not itself transact on any Digital Asset Markets. Therefore, the Trust looks to market-based volume and level of activity for Digital Asset Markets. The Authorized Participant(s), or a Liquidity Provider, may transact in a Brokered Market, a Dealer Market, Principal-to-Principal Markets and Exchange Markets (referred to as “Trading Platform Markets” in this Annual Report), each as defined in the FASB ASC Master Glossary (collectively, “Digital Asset Markets”). 
 In determining which of the eligible Digital Asset Markets is the Trust’s principal market, the Trust reviews these criteria in the following order: 
 First, the Trust reviews a list of Digital Asset Markets that maintain practices and policies designed to comply with anti-money laundering (“AML”) and know-your-customer (“KYC”) regulations, and non-Digital Asset Trading Platform Markets that the Trust reasonably believes are operating in compliance with applicable law, including federal and state licensing requirements, based upon information and assurances provided to it by each market. 
 Second, the Trust sorts these Digital Asset Markets from high to low by market-based volume and level of activity of Ether traded on each Digital Asset Market in the trailing twelve months. 
 Third, the Trust then reviews pricing fluctuations and the degree of variances in price on Digital Asset Markets to identify any material notable variances that may impact the volume or price information of a particular Digital Asset Market. 
 Fourth, the Trust then selects a Digital Asset Market as its principal market based on the highest market-based volume, level of activity and price stability in comparison to the other Digital Asset Markets on the list. Based on information reasonably available to the Trust, Trading Platform Markets have the greatest volume and level of activity for the asset. The Trust therefore looks to accessible Trading Platform Markets as opposed to the Brokered Market, Dealer Market and Principal-to-Principal Markets to determine its principal market. As a result of the aforementioned analysis, a Trading Platform Market has been selected as the Trust’s principal market. 
 The Trust determines its principal market (or in the absence of a principal market the most advantageous market) annually and conducts a quarterly analysis to determine (i) if there have been recent changes to each Digital Asset Market’s trading volume and level of activity in the trailing twelve months, (ii) if any Digital Asset Markets have developed that the Trust has access to, or (iii) if recent changes to each Digital Asset Market’s price stability have occurred that would materially impact the selection of the principal market and necessitate a change in the Trust’s determination of its principal market. 
 
 F- 13 

 The cost basis of the Ether received by the Trust in connection with a creation order is recorded by the Trust at the fair value of Ether at 4:00 p.m., New York time, on the creation date for financial reporting purposes. The cost basis recorded by the Trust may differ from proceeds collected by the Authorized Participant from the sale of the corresponding Shares to investors. 
 
 Investment Transactions and Revenue Recognition 
 The Trust considers investment transactions to be the receipt of Ether for Share creations and the delivery of Ether for Share redemptions, or for payment of expenses in Ether. The Trust records its investment transactions on a trade date basis and changes in fair value are reflected as net change in unrealized appreciation or depreciation on investments. Realized gains and losses are calculated using the specific identification method. Realized gains and losses are recognized in connection with transactions including settling obligations for the Sponsor’s Fee in Ether. 
 
 Ether Staking 
 The Trust earns staking rewards by delegating a portion of its Ether on the Ethereum Network’s proof-of-stake consensus protocol. The Sponsor has entered into contractual arrangements with the Custodian and one or more third-party staking service providers, which may include affiliates of the Custodian or other institutional validators, to facilitate the staking of the Trust’s Ether. The Trust retains control of its Ether throughout the staking process. The delegation of Ether for staking purposes does not constitute a sale, transfer, or other derecognition event, as control of the Ether is not transferred to the validator or staking provider. Accordingly, the staked Ether is not derecognized under ASC Topic 610-20, Other Income, Gains and Losses from the Derecognition of Nonfinancial Assets , or ASC Topic 350-60, Intangibles, Goodwill and Other, Crypto Assets . 
 The Trust recognizes staking rewards as revenue in accordance with ASC Topic 606, Revenue from Contracts with Customers (“ASC 606”). Under the staking arrangements, the validator (e.g., the Custodian or other staking provider) is considered the customer, as it receives access to the Trust’s staking capacity (i.e., the delegation of Ether), which represents the Trust’s performance obligation. In exchange, the Trust is entitled to staking rewards generated by the Ethereum protocol, net of Validator Fees. 
 Staking rewards represent variable consideration, as the amount of rewards is not known until the applicable validation activities are completed, and the Trust receives rewards in their custodial account. The contract term is the length of each staking epoch. Staking rewards are recognized as revenue when the Trust satisfies its performance obligations (i.e., successfully validates blocks or transactions as determined by the protocol) ratably over the contract term. Staking rewards are received in Ether, which represents non-cash consideration. Non-cash consideration is measured at fair value at the inception of each contract (i.e., the beginning of each staking epoch), in accordance with ASC 606. 
 Because the Trust is not the principal to the block validation service, it does not control the full output of the reward-generating activity, and instead receives net staking rewards, after Validator Fees are deducted. As such, the Trust presents staking revenue on a net basis, reflecting only the portion of protocol rewards to which it is entitled. Staking revenue is recorded as staking reward income on the Statements of Operations. 
 
 Fair Value Measurement 
 Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability (i.e., the ‘exit price’) in an orderly transaction between market participants at the measurement date. 
 U.S. GAAP utilizes a fair value hierarchy for inputs used in measuring fair value that maximizes the use of observable inputs and minimizes the use of unobservable inputs by requiring that the most observable inputs be used when available. Observable inputs are those that market participants would use in pricing the asset or liability based on market data obtained from sources independent of the Trust. Unobservable inputs reflect the Trust’s assumptions about the inputs market participants would use in pricing the asset or liability developed based on the best information available in the circumstances. 
 The fair value hierarchy is categorized into three levels based on the inputs as follows: 
 • Level 1 – Valuations based on unadjusted quoted prices in active markets for identical assets or liabilities that the Trust has the ability to access. Since valuations are based on quoted prices that are readily and regularly available in an active market, these valuations do not entail a significant degree of judgment. 

 • Level 2 – Valuations based on quoted prices in markets that are not active or for which significant inputs are observable, either directly or indirectly. 

 • Level 3 – Valuations based on inputs that are unobservable and significant to the overall fair value measurement. 

 The availability of valuation techniques and observable inputs can vary by investment. To the extent that valuations are based on sources that are less observable or unobservable in the market, the determination of fair value requires more judgment. Fair value estimates do not necessarily represent the amounts that may be ultimately realized by the Trust. 
 
 F- 14 

 Fair Value Measurement Using 
 
 (Amounts in thousands) 
 
 Amount at
Fair Value 
 
 Level 1 
 
 Level 2 
 
 Level 3 
 
 December 31, 2025 
 
 Assets 
 
 Investment in Ether 
 
 $ 
 
 2,705,443 
 
 $ 
 
 2,705,443 
 
 $ 
 
 - 
 
 $ 
 
 - 
 
 December 31, 2024 
 
 Assets 
 
 Investment in Ether 
 
 $ 
 
 4,735,980 
 
 $ 
 
 4,735,980 
 
 $ 
 
 - 
 
 $ 
 
 - 
 
 Segment Reporting 
 
 The Chief Executive Officer and Chief Financial Officer of the Sponsor act as the Trust’s chief operating decision maker (“CODM”). The Trust represents a single operating segment, as the CODM monitors the operating results of the Trust as a whole and the Trust’s passive investment objective is pre-determined in accordance with the terms of the Trust Agreement. The financial information in the form of the Trust’s total returns, expense ratios and changes in net assets (i.e., changes in net assets resulting from operations and capital share transactions), which are used by the CODM to assess the segment’s performance, are consistent with that presented within the Trust’s financial statements. Segment assets are reflected on the accompanying Statements of Assets and Liabilities as Total assets and the only significant segment expenses, the Sponsor’s Fee, related party and Sponsor’s Staking Fee, related party , are included in the accompanying Statements of Operations. 
 
 3. Fair Value of Ether 
 Ether is held by the Custodian on behalf of the Trust and is carried at fair value. As of December 31, 2025, 2024 and 2023, the Trust held 910,328.89953386 , 1,417,788.29257515 and 2,962,629.50149940 Ether, respectively. 
 The Trust determined the fair value per Ether to be $ 2,971.94 and $ 3,340.40 on December 31, 2025 and 2024, respectively, using the price provided at 4:00 p.m., New York time, by the Digital Asset Trading Platform Market considered to be the Trust’s principal market (Crypto.com). The Trust determined the fair value per Ether to be $ 2,281.10 on December 31, 2023, using the price provided at 4:00 p.m., New York time, by the Digital Asset Trading Platform Market considered to be the Trust’s principal market (Coinbase). 
 Historically, the Trust considered Coinbase to be its principal market. The Trust performed an assessment of the principal market at December 31, 2024 and identified a change in the principal market from Coinbase to Crypto.com. The change in principal market was effective December 31, 2024. 
 
 F- 15 

 The following represents the changes in quantity of Ether and the respective fair value: 

 (Amounts in thousands, except Ether amounts) 
 
 Quantity 
 
 Fair Value 
 
 Balance at December 31, 2022 
 
 3,037,631.42522860 
 
 $ 
 
 3,649,198 
 
 Ether contributed 
 
 - 
 
 - 
 
 Ether distributed for Sponsor’s Fee, related party 
 
 ( 75,001.92372920 
 
 ) 
 
 ( 134,484 
 
 ) 
 
 Net change in unrealized appreciation/depreciation on investment in Ether 
 
 - 
 
 3,140,367 
 
 Net realized gain on investment in Ether 
 
 - 
 
 102,973 
 
 Balance at December 31, 2023 
 
 2,962,629.50149940 
 
 $ 
 
 6,758,054 
 
 Ether contributed 
 
 4,028.41550052 
 
 14,886 
 
 Ether redeemed 
 
 ( 1,197,071.35114039 
 
 ) 
 
 ( 3,611,158 
 
 ) 
 
 Ether distributed for Initial Distribution (Return of Capital) (1) 
 
 ( 292,262.98913350 
 
 ) 
 
 ( 1,010,935 
 
 ) 
 
 Ether distributed for Sponsor’s Fee, related party 
 
 ( 59,535.28415088 
 
 ) 
 
 ( 182,594 
 
 ) 
 
 Net change in unrealized appreciation/depreciation on investment in Ether 
 
 - 
 
 ( 1,385,995 
 
 ) 
 
 Net realized gain on investment in Ether sold to pay expenses 
 
 - 
 
 157,557 
 
 Net realized gain on investment in Ether sold for redemption of Shares 
 
 - 
 
 3,108,025 
 
 Net realized gain on investment in Ether sold for Return of Capital (1) 
 
 - 
 
 888,140 
 
 Balance at December 31, 2024 
 
 1,417,788.29257515 
 
 $ 
 
 4,735,980 
 
 Ether contributed 
 
 221,891.48142077 
 
 744,388 
 
 Ether redeemed 
 
 ( 704,786.47576670 
 
 ) 
 
 ( 2,158,500 
 
 ) 
 
 Ether Staking Reward income 
 
 3,798.22111464 
 
 12,167 
 
 Ether distributed for Sponsor’s Fee, related party 
 
 ( 28,362.61981000 
 
 ) 
 
 ( 86,116 
 
 ) 
 
 Net change in unrealized appreciation/depreciation on investment in Ether 
 
 - 
 
 ( 2,321,860 
 
 ) 
 
 Net realized gain on investment in Ether sold to pay expenses 
 
 - 
 
 68,726 
 
 Net realized gain on investment in Ether sold for redemption of Shares 
 
 - 
 
 1,710,658 
 
 Balance at December 31, 2025 
 
 910,328.89953386 
 
 $ 
 
 2,705,443 
 
 (1) Represents the impact of the Initial Distribution of 292,262.98913350 Ether, with a value of approximately $ 1,010.9 million to Grayscale Ethereum Staking Mini ETF, completed on July 23, 2024, as discussed in Note 4. 

 F- 16 

 4. The Initial Distribution to the Grayscale Ethereum Staking Mini ETF 
 On July 8, 2024, the Sponsor of the Trust, at the direction of its board of directors, declared a pro rata distribution on the Shares of the Trust, pursuant to which each holder of Shares as of 4:00 PM ET on July 18, 2024 (the “Record Date”) was entitled to receive shares (the “ETH Shares”) of Grayscale Ethereum Staking Mini ETF (the “ETH Trust”) (formerly known as the Grayscale Ethereum Mini ETF), a Delaware statutory trust sponsored by the Sponsor, in connection with its previously announced initial creation and distribution of ETH Shares (such transactions collectively, the “Initial Distribution”). 
 On July 23, 2024, the Trust completed its previously announced pro rata distribution of 310,158,500 shares of the ETH Trust to shareholders of the Trust as of the Record Date and contributed to the ETH Trust an amount of Ether equal to approximately 10 % of the total Ether held by the Trust as of the Record Date, equal to 292,262.98913350 Ether, with a value of $ 1,010,934,757 , as consideration and in exchange for 310,158,500 shares of the ETH Trust at $ 3.26 per share. 
 
 5. Creations and Redemptions of Shares 
 At December 31, 2025 and 2024, there were an unlimited number of Shares authorized by the Trust. The Trust creates and redeems Shares from time to time, but only in one or more Baskets. The creation and redemption of Baskets on behalf of investors are made by the Authorized Participant in exchange for the delivery of Ether to the Trust or the distribution of Ether by the Trust. The amount of Ether required for each Creation Basket or Redemption Basket is determined by dividing (x) the amount of Ether owned by the Trust at 4:00 p.m., New York time, on such trade date of a creation or redemption order, after deducting the amount of Ether representing the U.S. dollar value of accrued but unpaid fees and expenses of the Trust, by (y) the number of Shares outstanding at such time and multiplying the quotient obtained by 10,000. Each Share represented approximately 0.0082 and 0.0084 of one Ether at December 31, 2025 and 2024, respectively. The decrease in the amount of Ether represented by each Share is primarily a result of the Initial Distribution and the periodic withdrawal of Ether to pay the Sponsor’s Fee. 
 The cost basis of investments in Ether recorded by the Trust is the fair value of Ether, as determined by the Trust, at 4:00 p.m., New York time, on the date of transfer to the Trust by the Authorized Participant, or Liquidity Provider, based on the Creation Baskets. The cost basis recorded by the Trust may differ from proceeds collected by the Authorized Participant from the sale of each Share to investors. The Authorized Participant, or Liquidity Provider, may realize significant profits buying, selling, creating, and redeeming Shares as a result of changes in the value of Shares or Ether. 
 On October 2, 2023, NYSE Arca filed an application with the SEC pursuant to Rule 19b-4 under the Exchange Act to list the Shares of the Trust on NYSE Arca. On April 23, 2024, the Sponsor filed with the SEC a registration statement on Form S-3, as amended through July 18, 2024, to register the Shares of the Trust under the Securities Act of 1933. On May 23, 2024, the SEC approved NYSE Arca’s 19b-4 application to list the Shares of the Trust on NYSE Arca as an exchange-traded product and on July 22, 2024, the Sponsor authorized the commencement of a redemption program once the registration statement on Form S-3, as amended, was declared effective. 
 
 F- 17 

 Years Ended December 31, 
 
 2025 
 
 2024 
 
 Activity in Number of Shares Issued and Redeemed: 
 
 Shares issued 
 
 26,860,000 
 
 480,000 
 
 Shares redeemed 
 
 ( 85,080,000 
 
 ) 
 
 ( 141,540,000 
 
 ) 
 
 Net Change in Number of Shares Issued and Redeemed 
 
 ( 58,220,000 
 
 ) 
 
 ( 141,060,000 
 
 ) 
 
 Years Ended December 31, 
 
 (Amounts in thousands) 
 
 2025 
 
 2024 
 
 Activity in Value of Shares Issued and Redeemed: 
 
 Shares issued 
 
 $ 
 
 744,388 
 
 $ 
 
 14,886 
 
 Shares redeemed 
 
 ( 2,158,500 
 
 ) 
 
 ( 3,611,158 
 
 ) 
 
 Return of Capital (1) 
 
 - 
 
 ( 1,010,935 
 
 ) 
 
 Net Change in Value of Shares Issued and Redeemed 
 
 $ 
 
 ( 1,414,112 
 
 ) 
 
 $ 
 
 ( 4,607,207 
 
 ) 
 
 (1) Represents the impact of the Initial Distribution of 292,262.98913350 Ether, with a value of approximately $ 1,010.9 million to Grayscale Ethereum Staking Mini ETF, completed on July 23, 2024, as discussed in Note 4. 

 Ether receivable represents the value of Ether covered by contractually binding orders for the creation of Shares where the Ether has not yet been transferred to the Trust’s account. Generally, ownership of the Ether is transferred within no more than two business days of the trade date. 

 As of December 31, 
 
 (Amounts in thousands) 
 
 2025 
 
 2024 
 
 Ether receivable 
 
 $ 
 
 - 
 
 $ 
 
 - 
 
 Ether payable represents the value of Ether covered by contractually binding orders for the redemption of Shares where the Ether has not yet been transferred out of the Trust’s account. Generally, ownership of the Ether is transferred within no more than two business days of the trade date. 

 As of December 31, 
 
 (Amounts in thousands) 
 
 2025 
 
 2024 
 
 Ether payable 
 
 $ 
 
 - 
 
 $ 
 
 - 
 
 6. Income Taxes 
 The Sponsor takes the position that the Trust is properly treated as a grantor trust for U.S. federal income tax purposes. Assuming that the Trust is a grantor trust, the Trust will not be subject to U.S. federal income tax. Rather, if the Trust is a grantor trust, each beneficial owner of Shares will be treated as directly owning its pro rata Share of the Trust’s assets and a pro rata portion of the Trust’s income, gains, losses and deductions will “flow through” to each beneficial owner of Shares. 
 If the Trust were not properly classified as a grantor trust, the Trust might be classified as a partnership for U.S. federal income tax purposes. However, due to the uncertain treatment of digital assets, with respect to staking and including forks, airdrops and similar occurrences for U.S. federal income tax purposes, there can be no assurance in this regard. If the Trust were classified as a partnership for U.S. federal income tax purposes, the tax consequences of owning Shares generally would not be materially different from the tax consequences described herein, although there might be certain differences, including with respect to timing. In addition, tax information reports provided to beneficial owners of Shares would be made in a different form. If the Trust were not classified as either a grantor trust or a partnership for U.S. federal income tax purposes, it would be classified as a corporation for such purposes. In that event, the Trust would be subject to entity-level U.S. federal income tax (currently at the rate of 21 %) on its net taxable income and certain distributions made by the Trust to shareholders would be treated as taxable dividends to the extent of the Trust’s current and accumulated earnings and profits. 
 
 F- 18 

 In accordance with U.S. GAAP, the Trust has defined the threshold for recognizing the benefits of tax positions in the financial statements as “more-likely-than-not” to be sustained by the applicable taxing authority and requires measurement of a tax position meeting the “more-likely-than-not” threshold, based on the largest benefit that is more than 50% likely to be realized. Tax positions deemed to meet the “more-likely-than-not” threshold are recorded as a tax benefit in the current period. As of and during the years ended December 31, 2025, 2024, and 2023, the Trust did not have a liability for any unrecognized tax amounts. However, the Sponsor’s conclusions concerning its determination of “more-likely-than-not” tax positions may be subject to review and adjustment at a later date based on factors including, but not limited to, further implementation guidance, and ongoing analyses of and changes to tax laws, regulations and interpretations thereof. 
 
 The Sponsor of the Trust has evaluated whether or not there are uncertain tax positions that require financial statement recognition and has determined that no reserves for uncertain tax positions related to federal, state and local income taxes existed as of December 31, 2025 or 2024 . 
 7. Related Parties 
 The Trust considered the following entities, their directors, and certain employees to be related parties of the Trust as of December 31, 2025: DCG, GSO, GSIS and Grayscale Securities. As of December 31, 2025 and 2024, 3,700 and 5,858 Shares of the Trust were held by related parties of the Trust, respectively. 
 On January 1, 2025, GSI consummated an internal corporate reorganization (the “Reorganization”), pursuant to which Grayscale Investments, LLC, the Sponsor of the Trust prior to the Reorganization, merged with and into GSO, a Delaware limited liability company and a consolidated subsidiary of DCG, with GSO continuing as the surviving company (the “Merger”). As a result of the Merger, GSO succeeded by operation of law to all the rights, powers, privileges and franchises and became subject to all of the obligations, liabilities, restrictions and disabilities of GSI, including with respect to the Sponsor Contracts (as defined below), all as provided under the Delaware Limited Liability Company Act. The Reorganization is not expected to have any material impact on the operations of the Trust. 
 In connection with the Reorganization, on January 1, 2025, and promptly following the effectiveness of the Merger, GSO assigned
certain contracts pertaining to its role as Sponsor (as such term is defined in the Trust Agreement) of the Trust (such contracts, the
“Sponsor Contracts”) to GSIS, a Delaware limited liability company and a consolidated subsidiary of GSO, whereby GSIS assumed all of the rights and obligations of GSO under the Sponsor Contracts. Other than the assumption of the Sponsor Contracts by GSIS, the Reorganization does not alter the rights or obligations under any of the Sponsor Contracts. 
 In connection with the Reorganization, on January 1, 2025, and promptly following the effectiveness of the Merger, GSO and GSIS
executed a Certificate of Admission, pursuant to which GSIS was admitted as an additional Sponsor of the Trust under the Trust
Agreement, by and among GSO (as successor in interest to GSI), the Trustee, and the shareholders from time to time thereunder, as
amended from time to time. GSIS shall be subject to the rights and obligations of a Sponsor under the Trust Agreement. On January 3, 2025, GSO voluntarily withdrew as a Sponsor of the Trust pursuant to the terms of the Trust Agreement, and, effective May 3, 2025, became the sole remaining Sponsor of the Trust. 
 On October 22, 2025, GSO Intermediate Holdings Corporation (“GSOIH”), a Delaware corporation which was the sole managing member of GSO, consummated an internal corporate reorganization (the “Management Reorganization”). Pursuant to the Management Reorganization, GSOIH transferred a portion of its common membership units of GSO for Class A shares of Grayscale Investments, Inc. (“Grayscale Investments”), a Delaware corporation incorporated in connection with the Management Reorganization, and ceded its managing member rights in GSO to Grayscale Investments. As a result of the Reorganization, Grayscale Investments is now the sole managing member of GSO, the sole member of the Sponsor. Also in connection with the Reorganization, on October 22, 2025, DCG Grayscale Holdco, LLC (“DCG Holdco”), the sole stockholder of Grayscale Investments, elected a board of directors (the “Board”) at Grayscale Investments. 
 In accordance with the Trust Agreement governing the Trust, the Trust pays a fee to the Sponsor, calculated as 2.5 % of the aggregate value of the Trust’s assets, less its liabilities (which include any accrued but unpaid expenses up to, but excluding, the date of calculation), as calculated and published by the Sponsor or its delegates in the manner set forth in the Trust Agreement (the “Sponsor’s Fee”). The Sponsor’s Fee accrues daily in U.S. dollars and is payable in Ether, daily in arrears. The amount of Ether payable in respect of each daily U.S. dollar accrual will be determined by reference to the same U.S. dollar value of Ether used to determine such accrual. For purposes of these financial statements, the U.S. dollar value of Ether is determined by reference to the Digital Asset Trading Platform Market that the Trust considers its principal market as of 4:00 p.m., New York time, on each valuation date. The Trust held no Incidental Rights or IR Virtual Currency as of December 31, 2025 and 2024 . No Incidental Rights or IR Virtual Currencies have been distributed in payment of the Sponsor’s Fee during the years ended December 31, 2025, 2024 and 2023. 
 Effective October 6, 2025, and pursuant to the Staking Arrangements, the Custodian and the applicable Staking Provider became entitled to receive a portion of the gross staking rewards generated thereunder, representing the Custodian’s fee and the Staking Provider’s share of such staking rewards (collectively, the “Validator Fees”), with the remaining staking rewards received by the Trust. In addition, pursuant to the Trust Agreement and as consideration for the Sponsor’s facilitation of Staking, the Sponsor is entitled to receive a fee 
 
 F- 19 

 equal to a portion of the staking rewards, payable in Ether, which accrues daily in U.S. dollars and is calculated as a per annum percentage of the staking rewards received by the Trust, as directed by the Sponsor in its sole discretion (the “Sponsor’s Staking Fee”). The Sponsor’s Staking Fee is payable daily in arrears. As of October 6, 2025, the Sponsor’s Staking Fee and the Validator Fees together represent an aggregate of 23 % of the gross staking rewards generated under the Staking Arrangements, with the Trust receiving and retaining the remainder of such gross staking rewards. From time to time, the Trust may distribute Ether (or cash proceeds from the sale of Ether) received as staking rewards to the Trust’s shareholders. 
 As partial consideration for receipt of the Sponsor’s Fee, the Sponsor is obligated under the Trust Agreement to assume and pay all fees and other expenses incurred by the Trust in the ordinary course of its affairs, excluding taxes, but including marketing fees; administrator fees, if any; custodian fees; transfer agent fees; trustee fees; the fees and expenses related to the listing, quotation or trading of the Shares on any secondary market (including customary legal, marketing and audit fees and expenses) in an amount up to $ 600,000 in any given fiscal year; ordinary course legal fees and expenses; audit fees; regulatory fees, including, if applicable, any fees relating to the registration of the Shares under the Securities Act or the Exchange Act; printing and mailing costs; the costs of maintaining the Trust’s website and applicable license fees (together, the “Sponsor-paid Expenses”), provided that any expense that qualifies as an Additional Trust Expense will be deemed to be an Additional Trust Expense and not a Sponsor-paid Expense. 
 The Trust may incur certain extraordinary, non-recurring expenses that are not Sponsor-paid Expenses, including, but not limited to, taxes and governmental charges, expenses and costs of any extraordinary services performed by the Sponsor (or any other service provider) on behalf of the Trust to protect the Trust or the interests of shareholders, any indemnification of the Custodian or other agents, service providers or counterparties of the Trust, the fees and expenses related to the listing, quotation or trading of the Shares on any secondary market (including legal, marketing and audit fees and expenses) to the extent exceeding $ 600,000 in any given fiscal year and extraordinary legal fees and expenses, including any legal fees and expenses incurred in connection with litigation, regulatory enforcement or investigation matters (collectively “Additional Trust Expenses”). In such circumstances, the Sponsor or its delegate (i) will instruct the Custodian to withdraw from the Vault Balance Ether in such quantity as may be necessary to permit payment of such Additional Trust Expenses and (ii) may either (x) cause the Trust (or its delegate) to convert such Ether into U.S. dollars or other fiat currencies at the Actual Exchange Rate or (y) when the Sponsor incurs such expenses on behalf of the Trust, cause the Trust (or its delegate) to deliver such Ether in kind to the Sponsor, in each case in such quantity as may be necessary to permit payment of such Additional Trust Expenses. 
 For the years ended December 31, 2025, 2024 and 2023, the Trust incurred Sponsor’s Fees of $ 86,115,476 , $ 182,594,095 and $ 134,484,415 , respectively. As of December 31, 2025 and 2024 , there were no accrued and unpaid Sponsor’s Fees. In addition, the Sponsor may pay Additional Trust Expenses on behalf of the Trust, which are reimbursable by the Trust to the Sponsor. For the years ended December 31, 2025, 2024 and 2023 , the Sponsor did no t pay any Additional Trust Expenses on behalf of the Trust. 
 For the period from October 6, 2025, when the Trust began staking Ether, through December 31, 2025, the Trust incurred Sponsor’s Staking Fees of $ 2,508,662 . 
 On March 2, 2022, the board of the Sponsor approved the purchase by DCG, the indirect parent company of the Sponsor, of up to an aggregate total of $ 200 million worth of Shares of the Trust and shares of any of the following five investment products the Sponsor also acts as the sponsor and manager of, including Grayscale Bitcoin Trust ETF (NYSE Arca: GBTC), Grayscale Bitcoin Cash Trust (BCH) (OTCQX: BCHG), Grayscale CoinDesk Crypto 5 ETF (NYSE Arca: GDLC), Grayscale Ethereum Classic Trust (ETC) (OTCQX: ETCG), and Grayscale Stellar Lumens Trust (XLM) (OTCQX: GXLM). Subsequently, DCG authorized such purchase. The Share purchase authorization does not obligate DCG to acquire any specific number of Shares in any period, and may be expanded, extended, modified, or discontinued at any time. From March 2, 2022 through December 31, 2025 , DCG had no t purchased any Shares of the Trust under this authorization. 
 As previously described in Note 4, on July 23, 2024, the Trust completed its previously announced pro rata distribution of 310,158,500 shares of the ETH Trust to shareholders of the Trust as of 4:00 PM ET on the Record Date and contributed to the ETH Trust an amount of Ether equal to approximately 10 % of the total Ether held by the Trust as of the Record Date, equal to 292,262.98913350 Ether, as consideration and in exchange for the issuance of shares of the ETH Trust. 
 
 8. Risks and Uncertainties 
 The Trust is subject to various risks including market risk, liquidity risk, and other risks related to its concentration in a single asset, Ether. Investing in Ether is currently highly speculative and volatile. 
 The Principal Market NAV of the Trust, calculated by reference to the principal market price in accordance with U.S. GAAP, relates primarily to the value of the Ether held by the Trust, and fluctuations in the price of Ether could materially and adversely affect an investment in the Shares of the Trust. The price of Ether has a limited history. During such history, Ether prices have been volatile and subject to influence by many factors, including the levels of liquidity. If Digital Asset Markets continue to experience significant price fluctuations, the Trust may experience losses. Several factors may affect the price of Ether, including, but not limited to, global Ether supply and demand, theft of Ether from global trading platforms or vaults, competition from other forms of digital currency or payment services, global or regional political, economic or financial conditions, and other unforeseen events and situations. 
 
 F- 20 

 The Ether held by the Trust are commingled, and the Trust’s shareholders have no specific rights to any specific Ether. In the event of the insolvency of the Trust, its assets may be inadequate to satisfy a claim by its shareholders. 
 There is currently no clearing house for Ether, nor is there a central or major depository for the custody of Ether. There is a risk that some or all of the Trust’s Ether could be lost or stolen. There can be no assurance that the Custodian will maintain adequate insurance or that such coverage will cover losses with respect to the Trust’s Ether. Further, transactions in Ether are irrevocable. Stolen or incorrectly transferred Ether may be irretrievable. As a result, any incorrectly executed Ether transactions could adversely affect an investment in the Shares. 
 The SEC, at least under the prior administration, has stated that certain digital assets may be considered “securities” under the federal securities laws. The test for determining whether a particular digital asset is a “security” is complex and difficult to apply, and the outcome is difficult to predict. A number of SEC and SEC staff actions with respect to a variety of digital assets demonstrate this difficulty. For example, public, though non-binding, statements by senior officials at the SEC have indicated that the SEC did not consider Bitcoin or Ether to be securities, and does not currently consider Bitcoin to be a security. In addition, the SEC appears to have implicitly taken the view that Ether is not a security (i) by not objecting to Ether futures trading on Commodity Futures Trading Commission-regulated markets under rules designed for futures on non-security commodity underliers and (ii) by approving the listing and trading of exchange-traded products (“ETPs”) that invest in Ether (i.e., approving the redemption of shares of the Trust) under the rules for commodity-based trust shares, without requiring these ETPs to be registered as investment companies. Likewise, in various courts filings and arguments the SEC has distinguished Ether from assets that it claimed were securities, and in judicial opinions, courts have accepted or even assumed that Ether is not a security. Moreover, in a recent settlement with another market participant relating to allegations that it acted as an unregistered broker-dealer for facilitating trading in certain digital assets, the SEC highlighted that the firm would cease trading in all digital assets other than Bitcoin, Bitcoin Cash and Ether—activity that, if the SEC believed Ether was presently a security—would continue to constitute unregistered brokerage activity. The SEC staff has also provided informal assurances via no-action letter to a handful of promoters that their digital assets are not securities. Moreover, the SEC’s Division of Corporation Finance has published statements that it does not consider, under certain circumstances, “meme coins” or some stablecoins to be securities. However, such statements may be withdrawn at any time without notice and comment by the Division of Corporation Finance at the SEC or the SEC itself. In addition, the SEC has brought enforcement actions against the issuers and promoters of several other digital assets on the basis that the digital assets in question are securities and has not formally or explicitly confirmed that it does not deem Ether to be a security. These developments demonstrate the difficulty in applying the federal securities laws to digital assets generally. In January 2025, the SEC launched a crypto task force dedicated to developing a comprehensive and clear regulatory framework for digital assets led by Commissioner Hester Peirce. Subsequently, Commissioner Peirce announced a list of specific priorities to further that initiative, which included pursuing final rules related to a digital asset’s security status, a revised path to registered offerings and listings for digital assets-based investment vehicles, and clarity regarding digital asset custody, lending, and staking. On July 31, 2025, Chairman Atkins announced “Project Crypto,” a Commission-wide initiative to modernize securities rules for digital assets, reshore innovation in the United States, and implement the recommendations of the working group report. Chairman Atkins had directed the SEC’s policy divisions to work with the Crypto Task Force to draft “clear and simple rules of the road for crypto asset distributions, custody, and trading,” and the Commission and SEC staff will also consider using interpretive, exemptive, and other authorities with respect to digital asset markets. However, the efforts of the crypto task force have only just begun, and how or whether the SEC regulates digital asset activity in the future remains to be seen. 
 If Ether is determined to be a “security” under federal or state securities laws by the SEC or any other agency, or in a proceeding in a court of law or otherwise, it may have material adverse consequences for Ether. For example, it may become more difficult for Ether to be traded, cleared and custodied as compared to other digital assets that are not considered to be securities, which could, in turn, negatively affect the liquidity and general acceptance of Ether and cause users to migrate to other digital assets. As such, any determination that Ether is a security under federal or state securities laws may adversely affect the value of Ether and, as a result, an investment in the Shares. 
 In addition, if Ether is in fact a security, the Trust could be considered an unregistered “investment company” under the Investment Company Act of 1940, which could necessitate the Trust’s liquidation. In this case, the Trust and the Sponsor may be deemed to have participated in an illegal offering of securities and there is no guarantee that the Sponsor will be able to register the Trust under the Investment Company Act of 1940 at such time or take such other actions as may be necessary to ensure the Trust’s activities comply with applicable law, which could force the Sponsor to liquidate the Trust. 
 To the extent a private key, held by the Custodian, required to access an address on the Ethereum Network holding Ether is lost, destroyed or otherwise compromised and no backup of the private keys are accessible, the Trust may be unable to access the Ether controlled by the private key and the private key will not be capable of being restored by the Ethereum Network. The processes by which Ether transactions are settled are dependent on the Ethereum peer-to-peer network, and as such, the Trust is subject to operational risk. A risk also exists with respect to previously unknown technical vulnerabilities, which may adversely affect the value of Ether. 
 The Trust relies on third-party service providers, including Staking Providers and custodial counterparties, to perform certain functions essential to its staking activities and other operations. Any disruptions to the Trust’s service providers’ business operations, resulting 
 
 F- 21 

 from business failures, financial instability, security failures, government mandated regulation or operational problems could have an adverse impact on the Trust’s ability to access critical services and be disruptive to the operations of the Trust. 
 In addition, the Trust’s participation in staking arrangements subjects it to risks that may directly affect its Ether holdings and financial position. Protocol-level penalties, including slashing or inactivity leaks, or operational failures by custodians or Staking Providers, may result in the permanent loss of staked Ether and would require a corresponding reduction in the carrying amount of the Trust’s digital assets and could result in realized losses. Staked Ether may be subject to temporary lock-up periods or other transfer restrictions, which could limit the Trust’s ability to meet redemptions or to sell Ether to fund expenses or other obligations and could require sales at unfavorable prices. Staking rewards may be recognized as income for U.S. federal income tax purposes without a corresponding receipt of cash. In addition, Sponsor fees or other amounts payable in Ether or determined by reference to the value of Ether may increase volatility in the Trust’s net assets and results of operations due to remeasurement at fair value, and disruptions or failures affecting Staking Providers or custodians could require accruals, impairments, or expanded subsequent event disclosures. 
 The Sponsor and the Trust may be subject to various litigation, regulatory investigations, and other legal proceedings that arise in the ordinary course of its business. 
 
 F- 22 

 9. Quarterly Statements of Operations 
 Fiscal Year Ended December 31, 2025 

 Three Months Ended 
(unaudited) 
 
 (Amounts in thousands) 
 
 Mar-31, 2025 
 
 Jun-30, 2025 
 
 Sept-30, 2025 
 
 Dec-31, 2025 
 
 Year Ended
December 31, 2025 
 
 Investment income: 
 
 Staking Reward income 
 
 $ 
 
 — 
 
 $ 
 
 — 
 
 $ 
 
 — 
 
 $ 
 
 12,167 
 
 $ 
 
 12,167 
 
 Investment income 
 
 — 
 
 — 
 
 — 
 
 — 
 
 — 
 
 Total Investment income 
 
 $ 
 
 — 
 
 $ 
 
 — 
 
 $ 
 
 — 
 
 $ 
 
 12,167 
 
 $ 
 
 12,167 
 
 Expenses 
 
 Sponsor’s Staking Fee, related party 
 
 $ 
 
 — 
 
 $ 
 
 — 
 
 $ 
 
 — 
 
 $ 
 
 2,509 
 
 $ 
 
 2,509 
 
 Sponsor’s Fee, related party 
 
 21,800 
 
 15,646 
 
 27,198 
 
 21,472 
 
 86,116 
 
 Net investment loss 
 
 ( 21,800 
 
 ) 
 
 ( 15,646 
 
 ) 
 
 ( 27,198 
 
 ) 
 
 ( 11,814 
 
 ) 
 
 ( 76,458 
 
 ) 
 
 Net realized and unrealized (loss) gain from: 
 
 Net realized gain on investment in Ether sold to pay expenses 
 
 18,140 
 
 12,074 
 
 22,479 
 
 16,033 
 
 68,726 
 
 Net realized gain on investment in Ether sold for redemption of Shares 
 
 504,379 
 
 153,517 
 
 530,177 
 
 522,585 
 
 1,710,658 
 
 Net change in unrealized appreciation/depreciation on investment in Ether 
 
 ( 2,487,587 
 
 ) 
 
 604,451 
 
 1,314,604 
 
 ( 1,753,328 
 
 ) 
 
 ( 2,321,860 
 
 ) 
 
 Net change in unrealized appreciation/depreciation on Sponsor's Staking Fee payable in Ether 
 
 — 
 
 — 
 
 — 
 
 181 
 
 181 
 
 Net realized and unrealized (loss) gain on investment 
 
 ( 1,965,068 
 
 ) 
 
 770,042 
 
 1,867,260 
 
 ( 1,214,529 
 
 ) 
 
 ( 542,295 
 
 ) 
 
 Net (decrease) increase in net assets resulting from operations 
 
 $ 
 
 ( 1,986,868 
 
 ) 
 
 $ 
 
 754,396 
 
 $ 
 
 1,840,062 
 
 $ 
 
 ( 1,226,343 
 
 ) 
 
 $ 
 
 ( 618,753 
 
 ) 
 
 Fiscal Year Ended December 31, 2024 
 
 Three Months Ended 
(unaudited) 
 
 (Amounts in thousands) 
 
 Mar-31, 2024 
 
 Jun-30, 2024 
 
 Sept-30, 2024 
 
 Dec-31, 2024 
 
 Year Ended
December 31, 2024 
 
 Expenses 
 
 Sponsor’s Fee, related party 
 
 $ 
 
 53,493 
 
 $ 
 
 61,440 
 
 $ 
 
 38,003 
 
 $ 
 
 29,658 
 
 $ 
 
 182,594 
 
 Net investment loss 
 
 $ 
 
 ( 53,493 
 
 ) 
 
 $ 
 
 ( 61,440 
 
 ) 
 
 $ 
 
 ( 38,003 
 
 ) 
 
 $ 
 
 ( 29,658 
 
 ) 
 
 $ 
 
 ( 182,594 
 
 ) 
 
 Net realized and unrealized gain (loss) from: 
 
 Net realized gain on investment in Ether sold to pay expenses 
 
 45,780 
 
 53,774 
 
 32,416 
 
 25,587 
 
 157,557 
 
 Net realized gain on investment in Ether sold for redemption of Shares 
 
 — 
 
 — 
 
 2,459,785 
 
 648,240 
 
 3,108,025 
 
 Net realized gain on investment in Ether sold for Initial Distribution (Return of Capital) (1) 
 
 — 
 
 — 
 
 888,140 
 
 — 
 
 888,140 
 
 Net change in unrealized appreciation/depreciation on investment in Ether 
 
 3,960,769 
 
 ( 687,658 
 
 ) 
 
 ( 5,157,790 
 
 ) 
 
 498,684 
 
 ( 1,385,995 
 
 ) 
 
 Net realized and unrealized gain (loss) on investment 
 
 4,006,549 
 
 ( 633,884 
 
 ) 
 
 ( 1,777,449 
 
 ) 
 
 1,172,511 
 
 2,767,727 
 
 Net increase (decrease) in net assets resulting from operations 
 
 $ 
 
 3,953,056 
 
 $ 
 
 ( 695,324 
 
 ) 
 
 $ 
 
 ( 1,815,452 
 
 ) 
 
 $ 
 
 1,142,853 
 
 $ 
 
 2,585,133 
 
 (1) Represents the impact of the Initial Distribution of 292,262.98913350 Ether, with a value of approximately $ 1,010.9 million to Grayscale Ethereum Staking Mini ETF, completed on July 23, 2024, as discussed in Note 4. 

 F- 23 

 10. Financial Highlights Per Share Performance 
 
 Years Ended December 31, 
 
 2025 
 
 2024 
 
 2023 
 
 Per Share Data: 
 
 Principal Market NAV, beginning of year 
 
 $ 
 
 28.01 
 
 $ 
 
 21.79 
 
 $ 
 
 11.77 
 
 Net (decrease) increase in net assets from investment operations: 
 
 Net investment gain (loss) 
 
 ( 0.56 
 
 ) 
 
 ( 0.70 
 
 ) 
 
 ( 0.43 
 
 ) 
 
 Net realized and unrealized (loss) gain (1) 
 
 ( 3.07 
 
 ) 
 
 6.92 
 
 10.45 
 
 Net (decrease) increase in net assets resulting from operations 
 
 ( 3.63 
 
 ) 
 
 6.22 
 
 10.02 
 
 Principal Market NAV, end of year 
 
 $ 
 
 24.38 
 
 $ 
 
 28.01 
 
 $ 
 
 21.79 
 
 Total return (1) 
 
 - 12.96 
 
 % 
 
 42.83 
 
 % 
 
 85.13 
 
 % 
 
 Ratios to average net assets: 
 
 Net investment loss 
 
 - 2.22 
 
 % 
 
 - 2.50 
 
 % 
 
 - 2.50 
 
 % 
 
 Sponsor's Fee 
 
 - 2.50 
 
 % 
 
 - 2.50 
 
 % 
 
 - 2.50 
 
 % 
 
 Sponsor's Staking Fee 
 
 - 0.07 
 
 % 
 
 0.00 
 
 % 
 
 0.00 
 
 % 
 
 Net Expenses 
 
 - 2.57 
 
 % 
 
 - 2.50 
 
 % 
 
 - 2.50 
 
 % 
 
 (1) Includes the impact of the Initial Distribution of 292,262.98913350 Ether, representing 0.00094230 Ether per Share, with a value of approximately $ 1,010.9 million to Grayscale Ethereum Staking Mini ETF, completed on July 23, 2024, as discussed in Note 4. 

 An individual shareholder’s return, ratios, and per Share performance may vary from those presented above based on the timing of Share transactions. The amount shown for a Share outstanding throughout the period may not correlate with the Statement of Operations for the period due to the number of Shares issued in Creations occurring at an operational value derived from an operating metric as defined in the Trust Agreement. 
 Total return is calculated assuming an initial investment made at the Principal Market NAV at the beginning of the year and assuming redemption on the last day of the year. 
 
 11. Indemnifications 
 In the normal course of business, the Trust enters into certain contracts that provide a variety of indemnities, including contracts with the Sponsor and affiliates of the Sponsor, DCG and its officers, directors, employees, subsidiaries and affiliates, and the Custodian and Additional Custodian, as well as others relating to services provided to the Trust. The Trust’s maximum exposure under these and its other indemnities is unknown. However, no liabilities have arisen under these indemnities in the past and, while there can be no assurances in this regard, there is no expectation that any will occur in the future. Therefore, the Sponsor does not consider it necessary to record a liability in this regard. 
 
 12. Subsequent Events 
 On January 5, 2026, the Trust changed its name from Grayscale Ethereum Trust ETF to Grayscale Ethereum Staking ETF by filing a Certificate of Amendment to the Certificate of Trust with the Delaware Secretary of State. 
 On January 6, 2026, the Trust made a cash distribution (the “January Distribution”) to shareholders derived from a portion of the Ether received as staking rewards from the Trust’s staking activities. The January Distribution totaled $ 9,397,326 , or $ 0.083178 per Share, and was declared with an ex-dividend date and record date of January 5, 2026, and payable on January 6, 2026. The January Distribution was characterized as income and was made in accordance with the Trust Agreement. The January Distribution reduced the Trust’s Ether holdings through the sale of Ether to generate cash. 
 On February 4, 2026, the Trust made a cash distribution (the “February Distribution”) to shareholders derived from a portion of the Ether received as staking rewards from the Trust’s staking activities. The February Distribution totaled $ 2,750,310 , or $ 0.025709 per Share, and was declared with an ex-dividend date and record date of February 3, 2026, and payable on February 4, 2026. The February Distribution was characterized as income and was made in accordance with the Trust Agreement. The February Distribution reduced the Trust’s Ether holdings through the sale of Ether to generate cash. 
 As of the close of business on February 20, 2026 , the fair value of Ether determined in accordance with the Trust’s accounting policy was $ 1,970.80 per Ether. 
 There are no known events that have occurred that require disclosure other than that which has already been disclosed in these notes to the financial statements. 
 
 F- 24
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.
Grayscale Ethereum Staking ETF 10-K

Item 7. Management’s Discussion and Analysis
