What changed in this filing

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Item 9A. Controls and Procedures

2026-03-30 compared with 2025-03-26 · 493 added, 426 removed, 130 unchanged (88% of the section changed)

1 unchanged sentence

Disclosure Controls and Procedures

The duly authorized officers of the Sponsor performing functions equivalent

to those a principal executive officer and principal financial officer of the Trust would perform if the Trust had any officers have evaluated

the effectiveness of the Trust’s disclosure controls and procedures, and have concluded that the disclosure controls and procedures

of the Trust were effective as of the end of the period covered by this Report to provide reasonable assurance that information required

to be disclosed in the reports that the Trust files or submits under the Securities Exchange Act of 1934, as amended, is recorded, processed,

summarized and reported, within the time periods specified in the applicable rules and forms, and that it is accumulated and communicated

to the duly authorized officers of the Sponsor performing functions equivalent to those a principal executive officer and principal financial

officer of the Trust would perform if the Trust had any officers, as appropriate to allow timely decisions regarding required disclosure.

There are inherent limitations to the effectiveness of any system of

disclosure controls and procedures, including the possibility of human error and the circumvention or overriding of the controls and procedures.

Management ’ s Report on Internal Control over Financial

This Report does not include a report of management’s assessment

regarding internal control over financial reporting or an attestation report of the Trust’s registered public accounting firm due

to a transition period established by rules of the SEC for newly public companies.

The duly authorized officers of the Sponsor performing functions

equivalent to those a principal executive officer and principal financial officer of the Trust would perform if the Trust had any

officers have evaluated the effectiveness of the Trust’s disclosure controls and procedures, and have concluded that the

disclosure controls and procedures of the Trust were effective as of the end of the period covered by this Report to provide reasonable

assurance that information required to be disclosed in the reports that the Trust files or submits under the Securities Exchange

Act of 1934, as amended, is recorded, processed, summarized and reported, within the time periods specified in the applicable rules

and forms, and that it is accumulated and communicated to the duly authorized officers of the Sponsor performing functions equivalent

to those a principal executive officer and principal financial officer of the Trust would perform if the Trust had any officers,

as appropriate to allow timely decisions regarding required disclosure.

There are inherent limitations to the effectiveness of any

system of disclosure controls and procedures, including the possibility of human error and the circumvention or overriding of the

controls and procedures.

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).

internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial

reporting and the preparation of financial statements for external purposes in accordance with GAAP.

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 GAAP, 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

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.

Other Information.

Not applicable.

Disclosure Regarding Foreign Jurisdictions that Prevent

Disclosure Regarding Foreign Jurisdictions that

Prevent Inspections.

Not applicable.

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The Trust does not have any directors, officers or employees.

and operation of the Trust has been arranged by the Sponsor.

The creation and operation of the Trust has been arranged by the Sponsor.

The Sponsor is not governed by a board of directors.

The following persons,

in their respective capacities as executive officers of the Sponsor perform certain functions with respect to the Trust that, if the Trust

had directors or executive officers, would typically be performed by them.

The principals and executive officers of the Sponsor are as

van Eck, (born 1963), serves as the Chief Executive Officer and

President of the Sponsor and VanEck.

The following persons, in their respective capacities as executive officers of the Sponsor perform certain functions with respect

to the Trust that, if the Trust had directors or executive officers, would typically be performed by them.

The principals and executive

officers of the Sponsor are as follows:

van Eck, (born 1963), serves as the Chief Executive Officer

and President of the Sponsor and VanEck.

van Eck joined VanEck in 1992 and its Executive Management Team in 1998.

Additionally, he is

the President and CEO of Van Eck Securities Corporation.

Additionally,

he is the President and CEO of Van Eck Securities Corporation.

Furthermore, Mr.

van Eck is a Trustee, the President and Chief Executive Officer

of VanEck Vectors ETF Trust, VanEck Funds and VanEck VIP Trust.

Furthering VanEck’s mission to anticipate asset classes and trends,

van Eck has created strategic beta, tactical allocation, emerging markets, and commodity-related investment strategies in mutual fund,

ETF, and institutional formats.

van Eck is a Trustee, the President and Chief Executive

Officer of VanEck Vectors ETF Trust, VanEck Funds and VanEck VIP Trust.

Furthering VanEck’s mission to anticipate asset classes

and trends, Mr.

van Eck has created strategic beta, tactical allocation, emerging markets, and commodity-related investment strategies

in mutual fund, ETF, and institutional formats.

van Eck founded the VanEck’s ETF business in 2006.

One of the world’s largest ETF sponsors,

the Van Eck offers ETFs, branded VanEck Vectors®, globally across equity and fixed income asset classes.

van Eck holds a JD from

Stanford University and graduated Phi Beta Kappa from Williams College with a major in Economics.

He has registrations with the National

Futures Association and the Financial Industry Regulatory Authority.

van Eck is a Director of the National Committee on United States-China

He routinely appears on CNBC and Bloomberg Television, and was a 2013 Finalist for Institutional Investor’s Fund Leader

of the Year and a 2019 finalist for ETF.com’s Lifetime Achievement Award.

Crimmins (born 1957) serves as Vice President, Treasurer and Chief

Financial Officer of the Sponsor.

One of the world’s

largest ETF sponsors, the Van Eck offers ETFs, branded VanEck Vectors®, globally across equity and fixed income asset classes.

van Eck holds a JD from Stanford University and graduated Phi Beta Kappa from Williams College with a major in Economics.

has registrations with the National Futures Association and the Financial Industry Regulatory Authority.

van Eck is a Director

of the National Committee on United States-China Relations.

He routinely appears on CNBC and Bloomberg Television, and was a 2013

Finalist for Institutional Investor’s Fund Leader of the Year and a 2019 finalist for ETF.com’s Lifetime Achievement

Crimmins (born 1957) serves as Vice President, Treasurer

and Chief Financial Officer of the Sponsor.

Crimmins joined VanEck in 2009 as Vice President of Portfolio Administration.

He is primarily responsible

for overseeing portfolio accounting and administration.

He also serves as Chief Financial Officer to the VanEck Funds, VanEck VIP Trust

and VanEck ETF Trust.

is primarily responsible for overseeing portfolio accounting and administration.

He also serves as Chief Financial Officer to the

VanEck Funds, VanEck VIP Trust and VanEck ETF Trust.

Prior to joining VanEck, Mr.

Crimmins was the Chief Financial, Operating and Compliance Officer for Kern Capital

Management LLC from 1997 to 2009 and the Vice President and Director of Mutual Fund Administration for Evergreen Investment Services from

1987 to 1997.

Crimmins was the Chief Financial, Operating and

Compliance Officer for Kern Capital Management LLC from 1997 to 2009 and the Vice President and Director of Mutual Fund Administration

for Evergreen Investment Services from 1987 to 1997.

Previously, Mr.

Crimmins acted as Vice President and Controller for Pilgrim Group for three years and was in public accounting

for six years.

Crimmins is a Certified Public Accountant and received a BS in Accounting from St.

Crimmins acted as Vice President and Controller for Pilgrim

Group for three years and was in public accounting for six years.

Crimmins is a Certified Public Accountant and received a

BS in Accounting from St.

John’s University.

Insider Trading Policy

VanEck has adopted an insider trading policy which applies to its employees.

VanEck believes that the

insider trading policy is reasonably designed to promote compliance with insider trading laws, rules and regulations with respect

to the purchase, sale and/or other dispositions of securities, including Shares of the Trust, as well as the applicable rules and

regulations of the Exchange.

A copy of VanEck’s insider trading policy is filed as Exhibit 19.1 to this Report.

VanEck has adopted an insider trading policy which applies

to its employees.

VanEck believes that the insider trading policy is reasonably designed to promote compliance with insider trading

laws, rules and regulations with respect to the purchase, sale and/or other dispositions of securities, including Shares of the

Trust, as well as the applicable rules and regulations of the Exchange.

A copy of VanEck’s insider trading policy is filed

as Exhibit 19.1 to this Report.

Executive Compensation.

The Trust has no employees, officers or directors.

The Trust is managed

by the Sponsor and pays the Sponsor the Sponsor’s fee.

For the period from May 20,2024 to December 31, 2024,

the Trust did not incur any Sponsor Fee.

Security Ownership of Certain Beneficial Owners and Management

and Related Stockholder Matters.

Securities Authorized for Issuance under Equity Compensation Plans

is managed by the Sponsor and pays the Sponsor the Sponsor’s Fee.

For the period from January 1, 2025, to December 31, 2025,

the Trust incurred a Sponsor Fee of $205,350

Security Ownership of Certain Beneficial Owners

and Management and Related Stockholder Matters.

Securities Authorized for Issuance under Equity Compensation

Not applicable.

1 unchanged sentence

Not applicable.

Certain Relationships and Related Transactions, and Director

Independence.

Certain Relationships and Related Transactions,

and Director Independence.

See Item 11 above.

1 unchanged sentence

Audit and Non-Audit Fees

The table below summarizes the fees for services performed by Cohen &

Company, Ltd.

The table below summarizes the fees for services performed

by Cohen & Company, Ltd.

for the year ended December 31, 2025 and December 31, 2024.

1 unchanged sentence

All other fees

Audit fees for the year ended December 31, 2024, consist of contractual

fees payable to Cohen for quarterly financial statement information included on Form 10-Q and the audit of the Trust’s annual financial

statements included in the Annual Report on Form 10-K for the period ended December 31, 2024.

Approval of Independent Registered Public Accounting Firm Services

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.

determinations are made by the Sponsor.

Audit fees for the year ended December 31, 2024 and December

31, 2025, consist of contractual fees payable to Cohen for quarterly financial statement information included on Form 10-Q and

the audit of the Trust’s annual financial statements included in the Annual Report on Form 10-K for the period ended December

31, 2024 and December 31, 2025.

Approval of Independent Registered Public Accounting Firm

Services and Fees

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 are made by the Sponsor.

Exhibits, Financial Statement Schedules.

Financial Statements

See Index to Financial Statements on Page F-1 for a list of the financial

statements being filed as part of this report.

See Index to Financial Statements on Page F-1 for a list of

the financial statements being filed as part of this report.

Financial Statement Schedules

Schedules have been omitted since they are either not required, not

applicable or the information has otherwise been included.

The following documents are filed herewith or incorporated herein and

made a part of this Report:

Certificate of Trust incorporated by reference to Exhibit 3.2 of the Registration Statement on Form S-1 filed by the Registrant on May 7, 2021

Certificate of Amendment incorporated by reference to Exhibit 3.2 of the Registration Statement on Form S-1 filed by the Registrant on July 8, 2024

Second Amended and Restated Declaration of Trust and Trust Agreement incorporated by reference to Exhibit 4.1 of the Registration Statement on Form S-1 filed by the Registrant on July 8, 2024

Description of the Registrant’s Securities Registered Under Section 12 of the Securities Exchange Act of 1934

Form of Initial Authorized Participant Agreement incorporated by reference to Exhibit 10.1 of the Registration Statement on Form S-1 filed by the Registrant on May 23, 2024

Form of Marketing Agent Agreement incorporated by reference to Exhibit 10.2 of the Registration Statement on Form S-1 filed by the Registrant on May 23, 2024

Form of Custodial Services Agreement incorporated by reference to Exhibit 10.3 of the Registration Statement on Form S-1 filed by the Registrant on May 23, 2024

Trust Administration and Accounting Agreement incorporated by reference to Exhibit 10.4 of the Registration Statement on Form S-1 filed by the Registrant on May 23, 2024

Transfer Agency Agreement incorporated by reference to Exhibit 10.5 of the Registration Statement on Form S-1 filed by the Registrant on May 23, 2024

Form of Index Sub-Licensing Agreement incorporated by reference to Exhibit 10.6 of the Registration Statement on Form S-1 filed by the Registrant on May 23, 2024

Cash Custody Agreement incorporated by reference to Exhibit 10.7 of the Registration Statement on Form S-1 filed by the Registrant on May 23, 2024

Subscription Agreement incorporated by reference to Exhibit 10.8 of the Registration Statement on Form S-1 filed by the Registrant on May 23, 2024

Clearing Agreement incorporated by reference to Exhibit 10.9 of the Registration Statement on Form S-1 filed by the Registrant on May 31, 2024

Additional ETH Custodian Agreement incorporated by reference to Exhibit 10.10 of the Registration Statement on Form S-1 filed by the Registrant on June 21, 2024

Insider Trading Policy

Schedules have been omitted since they are either not required,

not applicable or the information has otherwise been included.

The following documents are filed herewith or incorporated

herein and made a part of this Report:

of Trust incorporated by reference to Exhibit 3.2 of the Registration Statement on Form S-1 filed by the Registrant on May

of Amendment incorporated by reference to Exhibit 3.2 of the Registration Statement on Form S-1 filed by the Registrant on

Amended and Restated Declaration of Trust and Trust Agreement incorporated by reference to Exhibit 4.1 of the Registration

Statement on Form S-1 filed by the Registrant on July 8, 2024

of the Registrant’s Securities Registered Under Section 12 of the Securities Exchange Act of 1934 incorporated by reference

to Exhibit 4.2 of the Annual Report on Form 10-K filed by the Registrant on March 26, 2025 .

of Initial Authorized Participant Agreement incorporated by reference to Exhibit 10.1 of the report on Form 8-K filed by the

Registrant on November 20, 2025

Agent Agreement incorporated by reference to Exhibit 10.3 of the Registration Statement on Form S-1 filed by the Registrant

on May 23, 2024

Services Agreement incorporated by reference to Exhibit 10.4 of the Registration Statement on Form S-1 filed by the Registrant

on May 23, 2024

Administration and Accounting Agreement incorporated by reference to Exhibit 10.5 of the Registration Statement on Form S-1

filed by the Registrant on May 23, 2024

Agency Agreement incorporated by reference to Exhibit 10.6 of the Registration Statement on Form S-1 filed by the Registrant

on May 23, 2024

Sub-Licensing Agreement incorporated by reference to Exhibit 10.7 of the Registration Statement on Form S-1 filed by the Registrant

on May 23, 2024

Custody Agreement incorporated by reference to Exhibit 10.8 of the Registration Statement on Form S-1 filed by the Registrant

on May 23, 2024

Agreement incorporated by reference to Exhibit 10.9 of the Registration Statement on Form S-1 filed by the Registrant on May

ETH Custodian Agreement incorporated by reference to Exhibit 10.10 of the Registration Statement on Form S-1 filed by the

Registrant on June 21, 2024

Trading Policy incorporated by reference to Exhibit 19.1 of the Annual Report on Form 10-K filed by the Registrant on March

Certification by Principal Executive Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

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Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

Executive Officer Incentive-Based Compensation Clawback Policy

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

Officer Incentive-Based Compensation Clawback Policy incorporated by reference to Exhibit 97.1 of the Annual Report on Form

10-K filed by the Registrant on March 26, 2025

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

Inline XBRL Taxonomy Extension Schema Document

Cover Page Interactive Data File included as Exhibit 101 (embedded within the Inline XBRL document)

Filed herewith.

Cover Page Interactive Data File included as Exhibit 101 (embedded

within the Inline XBRL document)

Form 10-K Summary.

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FINANCIAL STATEMENTS

Report of Independent Registered Public

Accounting Firm (PCAOB ID 925)

Statement of Assets and Liabilities

Statement of Operations

Statement of Changes in Net Assets

Notes to Financial Statements

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

Report of Independent Registered Public Accounting Firm (PCAOB ID 925 ) F-2

Statement of Assets and Liabilities F-3

Statement of Operations F-4

Statement of Changes in Net Assets F-5

Notes to Financial Statements F-7

REPORT OF INDEPENDENT REGISTERED

PUBLIC ACCOUNTING FIRM

To the Sponsor and Shareholders of

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Opinion on the Financial Statements

We have audited the accompanying statement of assets and liabilities,

including the schedule of investment, of VanEck Ethereum ETF (the “Trust”) as of December 31, 2024, and the related statements

of operations and changes in net assets for the period May 20, 2024 (date of seeding) to December 31, 2024, and the related notes (collectively

referred to as 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, 2024, and the results of its operations and changes in its net assets for the period

May 20, 2024 (date of seeding) to December 31, 2024, in conformity with accounting principles generally accepted in the United States

We have audited the accompanying statements

of assets and liabilities of VanEck Ethereum ETF (the “Trust”), including the schedules of investment, as of December

31, 2025 and 2024, and the related statements of operations and changes in net assets for the year ended December 31, 2025 and

for the period May 20, 2024 (date of seeding) to December 31, 2024, including the related notes (collectively referred to as 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 2024, and the results of its operations and changes in its net assets for the

year ended December 31, 2025 and for the period May 20, 2024 (date of seeding) to December 2024, in conformity with accounting

principles generally accepted in the United States of America.

Basis for Opinion

These financial statements are the responsibility of the Trust’s

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 Public Company Accounting Oversight Board (United States) (“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.

The Trust is not required to have, nor were we engaged to perform, an audit of

its internal control over financial reporting.

As part of our audit, we are required to obtain an understanding of internal control over

financial reporting, but not for the purpose of expressing an opinion on the effectiveness of the Trust’s internal control over

financial reporting.

These financial statements are the

responsibility of the Trust’s management.

Our responsibility is to express an opinion on the Trust’s financial statements

based on our audits.

We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States)

(“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.

The Trust is not required to

have, nor were we engaged to perform, an audit of its internal control over financial reporting.

As part of our audits, we are

required to obtain an understanding of internal control over financial reporting, but not for the purpose of expressing an opinion

on the effectiveness of the Trust’s internal control over financial reporting.

Accordingly, we express no such opinion.

Our audit includes 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

include examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements.

Our procedures included

confirmation of digital assets owned as of December 31, 2024, by correspondence with the custodians.

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

We believe that our audit provides a reasonable basis for our opinion.

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 procedures included confirmation of cash and digital assets owned as of December 31, 2025 and

2024, by correspondence with the custodians.

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.

We have served as the Trust's auditor since 2024.

/s/ Cohen & Company, LTD.

COHEN & COMPANY, LTD.

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VANECK ETHEREUM ETF

Statement of Assets and Liabilities (a)

December 31, 2024

Investment in ether, at fair value (cost $ 136,234,086 )

Statements of Assets and Liabilities

Investment in ether, at fair value (cost $ 181,475,994 , and $ 136,234,086 , respectively)

$ 157,608,454

$ 146,428,902

Receivable for investment in ether sold

Payable for shares redeemed

Accrued Sponsor fee

Total liabilities

$ 157,578,941

$ 146,428,902

Shares issued and outstanding ( no par value, unlimited amount authorized)

Net Asset Value per Share

(a) No comparative financial statements have been provided as the Trust did not have any operations as of December 31, 2023.

The accompanying notes are an integral part of these

financial statements.

The accompanying notes are an integral part of these financial statements.

VANECK ETHEREUM ETF

Statement of Operations

Statements of Operations

Sponsor fee, related party

1 unchanged sentence

Sponsor fee waiver, related party

Net investment income (loss)

Net realized loss

and change in unrealized appreciation (depreciation)

Net realized loss on:

Net investment loss

gain (loss) and net change in unrealized appreciation (depreciation)

Net realized gain (loss) on:

Ether sold for redemption of shares

( 1,567,418 )

Net realized loss from investment in ether

Ether distributed for Sponsor fee, related party

Net realized gain (loss) on investment in ether

( 1,567,418 )

Net change in unrealized appreciation (depreciation) on investment in ether

Net realized loss and change in unrealized appreciation (depreciation)

increase in net assets resulting from operations

(a) No comparative financial statements have been provided as the Trust did not have any operations as of December 31, 2023.

The accompanying notes are an integral part of these

financial statements.

Net change in unrealized appreciation (depreciation) from investment in ether

( 34,062,356 )

Net realized gain (loss) and net change in unrealized appreciation (depreciation)

( 33,553,704 )

increase (decrease) in net assets resulting from operations

$ ( 33,759,054 )

The accompanying notes are an integral part of these financial statements.

VANECK ETHEREUM ETF

Statement of Changes in Net Assets

Net increase from

Net investment income (loss)

Net realized loss from investment in ether

Statements of Changes in Net Assets

Net increase (decrease) from operations

Net investment loss

$ ( 205,350 )

Change in net unrealized appreciation (depreciation) from investments in ether

Net increase in net assets resulting from operations

Net realized gain (loss) from investment in ether

( 1,567,418 )

Net change in unrealized appreciation (depreciation) from investments in ether

( 34,062,356 )

Net increase (decrease) in net

assets resulting from operations

( 33,759,054 )

Capital Share transactions

2 unchanged sentences

( 127,104,743 )

Total capital share transactions

increase in net assets

( 16,351,572 )

Net increase in capital share

Net increase in net assets

Beginning of period

1 unchanged sentence

$ 157,578,941

(a) No comparative financial statements have been provided as the Trust did not have any operations as of December 31, 2023.

The accompanying notes are an integral part of these

financial statements.

$ 146,428,902

The accompanying notes are an integral part of these financial statements.

VANECK ETHEREUM ETF

Schedule of Investment as

of December 31, 2024 (a)

Quantity of Ether

% of Net Assets

Investment in ether

Schedules of Investment

December 31, 2025

$ 181,475,994

$ 157,608,454

Total Investment in Ether – 100.02%

Liabilities in Excess of Other Assets – (0.02)%

Net Assets – 100.00%

$ 157,578,941

(a) No comparative financial statements have been provided as the Trust did not hold any ether as of December 31, 2023.

The accompanying notes are an integral part of these

financial statements.

December 31, 2024

$ 136,234,086

$ 146,428,902

Total Investment in Ether – 100.00%

Liabilities in Excess of Other Assets – 0.00%

Net Assets – 100.00%

$ 146,428,902

The accompanying notes are an integral part of these financial statements.

VANECK ETHEREUM ETF

Notes to the Financial Statements

Notes to Financial Statements

December 31, 2025

Organization:

The VanEck Ethereum ETF (the “Trust”)

(formerly known as VanEck Ethereum Trust), a Delaware statutory trust, is an exchange-traded fund that issues common shares of beneficial

Ethereum ETF (the “Trust”), a Delaware statutory trust, is an exchange-traded fund that issues common shares of beneficial

interest in an ownership of the Trust (the “Shares”).

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(the “Exchange”).

The Trust’s investment objective is to reflect the performance of the price of ether (“ETH”) less the operating expenses

of the Trust.

The Trust is managed and controlled by VanEck Digital Assets, LLC (the “Sponsor”), a wholly-owned subsidiary

of Van Eck Associates Corporation (“VanEck”).

The CSC Delaware Trust Company is the “Trustee” of the Trust.

Significant Accounting Policies:

of Preparation and Use of Estimates

The preparation of financial statements in conformity

generally accepted accounting principles (“GAAP”) requires management to make estimates and assumptions that affect

the reported amounts and disclosures in the financial statements.

Actual results could differ from those estimates.

The Trust qualifies as an investment company

solely for accounting purposes and not for any other purpose and follows accounting and reporting requirements of Accounting Standards

Codification (“ASC”) Topic 946 Financial Services—Investment Companies (“ASC Topic 946”) , but is

not registered, and is not required to be registered, as an investment company under the Investment Company Act of 1940, as amended.

Cash, if any, represents cash deposits held at

a major financial institution and is subject to credit risk to the extent its balance exceeds the federally insured limits.

As of December

31, 2024, the Trust did not hold cash.

The Trust values its investment in ETH and other

assets and liabilities at fair value.

Fair value is the price that would be received to sell an asset or paid to transfer a liability

in an orderly transaction between market participants on the measurement date.

The Trust identifies and determines the ETH principal

market (or in the absence of a principal market, the most advantageous market) for GAAP financial statement purposes consistent with the

application of fair value measurement framework in Financial Accounting Standards Board (“FASB”) ASC 820 at 11:59 p.m.

Under ASC 820, a principal market is the market with the greatest volume and activity level for the asset or liability.

The Sponsor on

behalf of the Trust will determine in its sole discretion the valuation sources and policies used to prepare the Trust’s financial

statements in accordance with GAAP.

Various inputs are used in determining the fair

value of assets and liabilities.

Inputs may be based on independent market data (observable inputs) or they may be internally developed

(unobservable

The Trust’s investment objective is to reflect the performance of the price of ether (“ETH”) less the net operating

expenses of the Trust.

The Trust is managed and controlled by VanEck Digital Assets, LLC (the “Sponsor”), a wholly-owned

subsidiary of Van Eck Associates Corporation (“VanEck”).

The CSC Delaware Trust Company is the “Trustee” of the

Accounting Policies:

Basis of Preparation and Use of Estimates

preparation of financial statements in conformity with U.S.

generally accepted accounting principles (“GAAP”) requires management

to make estimates and assumptions that affect the reported amounts and disclosures in the financial statements.

Actual results could

differ from those estimates.

Trust qualifies as an investment company solely for accounting purposes and not for any other purpose and follows accounting and reporting

requirements of Accounting Standards Codification (“ASC”) Topic 946 Financial Services—Investment Companies (“ASC

Topic 946”) , but is not registered, and is not required to be registered, as an investment company under the Investment

Company Act of 1940, as amended.

if any, represents cash deposits held at a major financial institution and is subject to credit risk to the extent its balance exceeds

the federally insured limits.

As of December 31, 2025 and December 31, 2024, the Trust did no t hold cash.

Investment Valuation

Trust values its investment in ETH and other assets and liabilities at fair value.

Fair value is the price that would be received to

sell an asset or paid to transfer a liability in an orderly transaction between market participants on the measurement date.

Trust identifies and determines the ETH principal market (or in the absence of a principal market, the most advantageous market) for

GAAP financial statement purposes consistent with the application of fair value measurement framework in Financial Accounting Standards

Board (“FASB”) ASC 820 at 11:59 p.m.

Under ASC 820, a principal market is the market with the greatest volume and activity

level for the asset or liability.

The Sponsor on behalf of the Trust will determine in its sole discretion the valuation sources and

policies used to prepare the Trust’s financial statements in accordance with GAAP.

inputs are used in determining the fair value of assets and liabilities.

Inputs may be based on independent market data or they may be

internally developed.

These inputs are categorized into a disclosure hierarchy consisting of three broad levels for financial reporting

The three levels of the fair value hierarchy are as follows:

Level 1 – Unadjusted quoted prices in active

markets for identical assets or liabilities;

Level 2 – Inputs other than quoted prices

included within Level 1 that are observable for the asset or liability either directly or indirectly, including quoted prices for similar

assets or liabilities in active markets, quoted prices for identical or similar assets or liabilities in markets that are not considered

1 – Unadjusted quoted prices in active markets for identical assets or liabilities;

2 – Inputs other than quoted prices included within Level 1 that are observable for the asset or liability either directly or indirectly,

including quoted prices for similar assets or liabilities in active markets, quoted prices for identical or similar assets or liabilities

in markets that are not considered to be active, inputs other than quoted prices that are observable for the asset or liability, and

inputs that are derived principally from or corroborated by observable market data by correlation or other means;

3 – Unobservable inputs where there are little or no market activity for the asset or liability, including the Trust’s assumptions

used in determining the fair value of investments.

VANECK ETHEREUM ETF

Notes to the Financial Statements (continued)

Notes to Financial Statements (continued)

December 31, 2025

active, inputs other than quoted prices that

are observable for the asset or liability, and inputs that are derived principally from or corroborated by observable market data by correlation

or other means;

Level 3 – Unobservable inputs where there

are little or no market activity for the asset or liability, including the Trust’s assumptions used in determining the fair value

of investments.

The following is a summary of the fair value

hierarchy as of December 31, 2024:

hierarchy as of December 31, 2025, and December 31, 2024:

December 31, 2025

Investment in ETH

1 unchanged sentence

$ 157,608,454

December 31, 2024

Investment in ETH

$ 146,428,902

The following represents the changes in quantity

of ETH and the respective fair value:

Beginning balance as of May 20, 2024

ETH contributed

ETH withdrawn

Beginning balance as of January 1, 2025

$ 146,428,902

Net unrealized appreciation on investment in ETH

ETH purchased

( 38,106.28 )

( 127,280,000 )

Net change in unrealized appreciation (depreciation) from investment in ETH

( 34,062,356 )

Net realized gain on investment in ETH

Ending balance as of December 31, 2025

$ 157,608,454

Beginning balance as of May 20, 2024 (a)

ETH purchased

( 16,251,349 )

Net change in unrealized appreciation (depreciation) from investment in ETH

Net realized loss on investment in ETH

1 unchanged sentence

Ending balance as of December 31, 2024

The Trust did not hold any ETH as of May 20,

ETH transactions are accounted for on trade date.

$ 146,428,902

(a) Date of seeding, the Trust did not hold any ETH as of May 20, 2024.

ETH transactions are

accounted for on trade date.

Realized gains and losses on the sale of ETH are determined based on the average cost method.

Under ASC Topic 946, the average cost method

is an accepted method to determine realized gains and losses on the sale of ETH.

Proceeds received by the Trust from the issuance of baskets

consist of ETH.

Deposits of ETH are held by Gemini Trust Company, LLC (the “ETH Custodian”) and are also held at Coinbase

Custody Trust Company, LLC (the “Additional ETH Custodian”, and collectively the “ETH Custodians”), on behalf

of the Trust until (i) delivered out in connection with redemptions of baskets or cash or (ii) sold by the Sponsor, which may be facilitated

by the ETH Custodians, to pay fees due to the Sponsor and Trust expenses and liabilities not assumed by the Sponsor.

of Net Asset Value

The Trust’s net asset value (“NAV”)

is calculated based on the Trust’s net asset holdings as reconciled to the ETH Custodians’ accounts on a market approach,

determined on a daily basis in accordance with the MarketVector TM Ethereum Benchmark Rate price at 4:00 pm EST.

NAV per Share is calculated by taking the current market value of its total assets, subtracting any liabilities, and then dividing that

total by the total number of outstanding Shares.

The Trust Agreement gives the Sponsor the exclusive authority to determine the Trust’s

NAV and the Trust’s NAV per Share, which it has delegated to the Administrator.

ASC Topic 946, the average cost method is an accepted method to determine realized gains and losses on the sale of ETH.

received by the Trust from the issuance of baskets consist of ETH.

Deposits of ETH are held by Gemini Trust Company, LLC (the

“ETH Custodian”) and at Coinbase Custody Trust Company, LLC (the “Additional ETH Custodian”, and collectively

the “ETH Custodians”), on behalf of the Trust until (i) delivered out in connection with redemptions of baskets or

cash or (ii) sold by the Sponsor, which may be facilitated by the ETH Custodians, to pay fees due to the Sponsor and Trust expenses

and liabilities not assumed by the Sponsor.

Calculation of Net Asset Value

The Trust’s net

asset value (“NAV”) is calculated based on the Trust’s net asset holdings, as reconciled to the ETH Custodians’

accounts, on a market approach determined on a daily basis using the MarketVector Ethereum Benchmark Rate price at

The Trust’s NAV per Share is calculated by taking the current market value of its total assets, subtracting

any liabilities, and then dividing that total by the total number of outstanding Shares.

The Trust Agreement gives the Sponsor

the exclusive authority to determine the Trust’s NAV and the Trust’s NAV per Share, which it has delegated to the

Administrator.

VANECK ETHEREUM ETF

Notes to the Financial Statements (continued)

Notes to Financial Statements (continued)

December 31, 2025

The Trust is treated as a grantor trust for federal

income tax purposes and, therefore, no provision for federal income taxes is required.

Any interest, expenses, gains and losses are passed

through to the holders of Shares of the Trust.

The Sponsor has reviewed the tax positions as of December 31, 2024, and has determined

that no provision for income tax is required in the Trust’s financial statements.

Reporting— In this reporting period, the Trust adopted FASB Accounting Standards Update 2023-07 Segment Reporting (Topic 280)

Improvements to Reportable Segment Disclosures (“ASU 2023-07”).

The provisions of the new standard require additional financial

statements disclosures related to segment reporting to enable investors to better understand an entity’s overall performance and

to assess its potential future cash flows.

The adoption of the ASU 2023-07 had no impact on the Trust’s financial position or results

of operations.

The Sponsor acts as the Trust’s chief operating

decision maker (“CODM”), assessing performance and making decisions about resource allocation.

The CODM has determined that

the Trust has a single operating segment based on the fact that the Trust’s long-term strategic asset allocation is pre-determined

in accordance with the terms of its prospectus, with a defined investment strategy which is executed by the Sponsor.

Trust Expenses and Other Agreements

The Trust pays the Sponsor a unified fee (the

“Sponsor Fee”) of 0.20% of average daily net assets that accrues daily and pays monthly.

Effective for the period from

July 23, 2024 through July 22, 2025, the Sponsor has agreed to waive the entire Sponsor Fee for the first $1.5 billion of the

Trust’s net assets.

If the Trust’s net assets exceed $1.5 billion prior to July 22, 2025, the Sponsor Fee charged on net

assets over $1.5 billion will be 0.20% of average daily net assets.

All investors will incur the same Sponsor Fee which is the

weighted average of those fee rates.

After July 22, 2025, the Sponsor Fee will be 0.20% of average daily net assets.

The Sponsor has

agreed to pay all operating expenses (except for litigation expenses and other extraordinary expenses) from the Sponsor Fee.

Sponsor from time to time will sell ETH, which may be facilitated by one or more liquidity providers and/or the ETH Custodians, in

such quantity as is necessary to permit payment of the Sponsor Fee and Trust expenses and liabilities not assumed by the

The Trustee fee is paid by the Sponsor and is

not an expense of the Trust.

The Trust holds its ETH at the ETH Custodian

and at the Additional ETH Custodian, both of which are regulated third-party custodians that carry insurance (in the case of the Additional

ETH Custodian, such insurance is carried by its parent, Coinbase Inc., and is intended to cover the loss of client assets held by Coinbase

and its subsidiaries, including the Additional ETH Custodian) and are responsible for safekeeping of ETH owned by the Trust and holding

private keys that provide access to the ETH in the Trust’s ETH account.

Federal Income Taxes

Trust is treated as a grantor trust for federal income tax purposes and, therefore, no provision for federal income taxes is required.

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

The Sponsor has reviewed the tax positions

for the periods presented and has determined that no provision for income tax is required in the Trust’s financial statements.

Segment Reporting

Chief Financial Officer and Treasurer of the Sponsor acts as the Trust’s chief operating decision maker (“CODM”), assessing

performance and making decisions about resource allocation.

The CODM has determined that the Trust has a single operating segment based

on the fact that the Trust’s long-term strategic asset allocation is pre-determined in accordance with the terms of its prospectus,

with a defined investment strategy which is executed by the Sponsor.

The financial information provided to and reviewed by the CODM is

presented within the Trust’s financial statements.

Trust Expenses

and Other Agreements

Trust pays the Sponsor a unified fee (the “Sponsor Fee”) of 0.20 % of average daily net assets that accrues daily and pays

For the period from July 23, 2024 through July 22, 2025, the Sponsor waived the entire Sponsor Fee for the first $ 1.5 billion

of the Trust’s net assets.

The Sponsor has agreed to pay all operating expenses (except for litigation expenses and other extraordinary

expenses) from the Sponsor Fee.

The Sponsor from time to time will sell ETH, which may be facilitated by one or more liquidity providers

and/or the ETH Custodians, in such quantity as is necessary to permit payment of the Sponsor Fee and Trust expenses and liabilities not

assumed by the Sponsor.

Trustee fee is paid by the Sponsor and is not an expense of the Trust.

Trust holds its ETH at the ETH Custodian and at the Additional ETH Custodian, both of which are regulated third-party custodians that

carry insurance (in the case of the Additional ETH Custodian, such insurance is carried by its parent, Coinbase Inc., and is intended

to cover the loss of client assets held by Coinbase Inc.

and its subsidiaries, including the Additional ETH Custodian) and are responsible

for safekeeping of ETH owned by the Trust and holding private keys that provide access to the ETH in the Trust’s ETH account.

State Street Bank and

Trust Company serves as the Trust’s administrator, transfer agent and cash custodian.

The Sponsor is considered

to be a related party to the Trust.

Indexes GmbH is the index sponsor and index administrator for the MarketVector Ethereum Benchmark Rate, which is used by the Trust to

determine its NAV.

MarketVector Indexes GmbH is an indirectly wholly-owned subsidiary of VanEck.

Van Eck Securities

Corporation, a marketing agent to the Trust, is a wholly-owned subsidiary of VanEck.

was the initial seed investor (“Seed Capital Investor”) and purchased for cash 2,000 shares at a per-Share price of $ 50.00

on May 20, 2024.

On June 25, 2024, the 2,000 Shares held by the Seed Capital Investor were redeemed for cash and the Seed Capital Investor

purchased the Seed Creation Baskets, comprising of 200,000 Shares at a per-Share price of $ 50.00 .

Total proceeds to the Trust from the

sale of the Seed Creation Baskets were $ 10,000,000 which resulted in the Trust receiving 2,929.06 ETH.

As of December 31, 2025 and December

31, 2024, the Seed Capital Investor’s ownership in the Trust represents approximately 0 % and 13 %, respectively, of net assets.

is a minority interest holder in the parent company of the ETH Custodian, representing less than 1 % of its equity.

VANECK ETHEREUM ETF

Notes to the Financial Statements (continued)

Notes to Financial Statements (continued)

December 31, 2025

State Street Bank and Trust Company serves as

the Trust’s administrator, transfer agent and cash custodian.

Related Parties

The Sponsor is considered to be a related party

to the Trust.

MarketVector Indexes GmbH is the index sponsor

and index administrator for the MarketVector Ethereum Benchmark Rate, which is used by the Trust to determine its NAV.

MarketVector Indexes

GmbH is an indirectly wholly-owned subsidiary of VanEck.

Van Eck Securities Corporation, a marketing agent

to the Trust, is a wholly owned-subsidiary of VanEck.

VanEck was the initial seed investor (“Seed

Capital Investor”) on May 20, 2024.

On June 25, 2024, the 2,000 Shares held by the Seed Capital Investor were redeemed for cash

and the Seed Capital Investor purchased the “Seed Creation Baskets,” comprising of 200,000 Shares at a per-Share price of

Total proceeds to the Trust from the sale of the Seed Creation Baskets were $ 10,000,000 which resulted in the Trust receiving

2,929.06 ETH.

As of December 31, 2024, the Seed Capital Investor’s ownership in the Trust represents approximately 13 % of net assets.

VanEck is a minority interest holder in the parent

company of the ETH Custodian, representing less than 1 % of its equity.

Capital Share Transactions

Investors can buy and sell Shares of the Trust

in secondary market transactions through brokers.

Shares trade on the Exchange under the ticker symbol ETHV.

Shares are bought and sold

throughout the trading day like other publicly traded securities.

The Trust continuously offers the Trust Shares

in baskets consisting of 25,000 Shares to authorized participants.

Authorized participants pay a transaction fee for each order they place

to create or redeem one or more baskets.

The Administrator calculates the cost to purchase (or sell in the case of a redemption order)

the amount of ETH represented by the baskets being created (or redeemed);

the amount of ETH represented is equal to the combined NAV of

the number of Shares included in the baskets being created (or redeemed).

The Trust creates and redeems Shares, but only

in one or more baskets.

Baskets are only made in exchange for delivery to the Trust or the distribution by the Trust of the amount of

ETH represented by the baskets being created or redeemed, the amount of which is equal to the combined NAV of the number of Shares included

in the baskets being created or redeemed determined as of 4:00 p.m.

EST on the day the order to create or redeem baskets is properly received.

For an order to create baskets, an

VANECK ETHEREUM ETF

Notes to the Financial Statements (continued)

Share Transactions

can buy and sell Shares of the Trust in secondary market transactions through brokers.

Shares trade on the Exchange under the ticker

Shares are bought and sold throughout the trading day like other publicly traded securities.

Trust continuously offers the Shares in baskets consisting of 25,000 Shares to authorized participants.

Authorized participants pay a

transaction fee for each order they place to create or redeem one or more baskets.

The Administrator calculates the cost to purchase

(or sell in the case of a redemption order) the amount of ETH represented by the baskets being created (or redeemed);

the amount of ETH

represented is equal to the combined NAV of the number of Shares included in the baskets being created (or redeemed).

Trust creates and redeems Shares, but only in one or more baskets.

Baskets are only made in exchange for delivery to the Trust or the

distribution by the Trust of the amount of ETH represented by the baskets being created or redeemed, the amount of which is equal to

the combined NAV of the number of Shares included in the baskets being created or redeemed determined as of 4:00 p.m.

EST on the day

the order to create or redeem baskets is properly received.

The authorized participants deliver cash or ETH to create baskets and receive

cash or ETH when redeeming Shares.

For a subscription in cash, an authorized participant will deliver cash to the Trust’s account

at the cash custodian, which the Sponsor will then use to purchase ETH from a liquidity provider chosen by the Sponsor.

For a redemption

in cash, the Sponsor will arrange for the ETH represented by the basket to be sold to a liquidity provider chosen by the Sponsor and

the cash proceeds distributed from the Trust’s account at the cash custodian to the authorized participant.

For an “in-kind”

subscription, authorized participants will deliver, or arrange for the delivery by the authorized participant’s designee of, ETH

to the Trust’s account with the ETH Custodian or Additional ETH Custodian in exchange for Shares when they purchase Shares.

an “in-kind” redemption transaction with the Trust, when authorized participants redeem Shares, the Trust through the ETH

Custodian or the Additional ETH Custodian, will deliver ETH to such authorized participants, or a designee thereof, in exchange for their

Only authorized participants may place orders to create and redeem baskets through the transfer agent.

The transfer agent will

coordinate with the Trust’s ETH Custodians to facilitate settlement of the Shares and ETH.

Share and capital activity

is as follows:

December 31, 2025

authorized participant will deliver cash to the Trust’s account at the cash custodian, which

the Sponsor will then use to purchase ETH from a liquidity provider chosen by the Sponsor.

For an order to redeem baskets, the Sponsor

will arrange for the ETH represented by the basket to be sold to a liquidity provider chosen by the Sponsor and the cash proceeds distributed

from the Trust’s account at the cash custodian to the authorized participant in exchange for their Shares.

Only authorized participants

may place orders to create and redeem baskets through the transfer agent.

The transfer agent will coordinate with the Trust’s ETH

Custodians to facilitate settlement of the Shares and ETH.

Share and capital activity is as follows:

For the Period May 20,

Seeding) to December 31, 2024 (a)

2024 (Date of Seeding) to

December 31, 2024

Beginning of period

$ 137,801,504

Shares issued

1 unchanged sentence

( 2,600,000 )

Ending of period

(a) No comparative share activity have been provided as the Trust did not have any operations as of December

( 127,104,743 )

( 16,351,572 )

End of period

$ 182,710,597

$ 137,801,504

Commitments and Contingent Liabilities

In the normal course of business, the Trust enters

into contracts that contain a variety of general indemnifications.

The Trust’s maximum exposure under these agreements is unknown

as this would involve future claims that may be made against the Trust that have not yet occurred.

However, the Sponsor believes the risk

of loss under these arrangements to be remote.

In the normal course

of business, the Trust enters into contracts that contain a variety of general indemnifications.

The Trust’s maximum exposure

under these agreements is unknown as this would involve future claims that may be made against the Trust that have not yet occurred.

However, the Sponsor believes the risk of loss under these arrangements to be remote.

Concentration Risk

Substantially all of the Trust’s assets

are holdings of ETH, which creates a concentration risk associated with fluctuations in the value of ETH due to a number of factors.

a decline in the value of ETH will have an adverse effect on the value of the Shares of the Trust.

Factors that may have the effect of

causing a decline in the value of ETH include high volatility, which could have a negative impact on the performance of the Trust.

platforms are relatively new and may be unregulated or may be subject to regulation in a relevant jurisdiction, but may not be complying,

and therefore, may be more exposed to fraud and security breaches than established, regulated exchanges for other financial assets or

instruments, which could have a negative impact on the performance of the Trust.

The value of the Shares depends on the development and

acceptance of the ethereum network.

The slowing or stopping of the development or acceptance of the ethereum network may adversely affect

an investment in the Trust.

The price of ETH on the ETH market has exhibited periods of extreme volatility.

Digital assets such as ETH

were only introduced within the past decade, and the medium-to-long term value of the Shares is subject to a number of factors relating

to the capabilities and development of block-chain technologies and to the fundamental investment characteristics of digital assets that

are uncertain and difficult to evaluate.

The Trust is subject to risks due to its concentration of investments in a single asset class.

Possible illiquid markets may exacerbate losses or increase the variability between the Trust’s NAV

VANECK ETHEREUM ETF

Notes to the Financial Statements (continued)

December 31, 2024

and its market price.

of ETH represented by the Shares may decline over time.

At December 31, 2024, ETH with a fair value of $ 136,763,799 and $ 9,665,103 was

held by the ETH Custodian and the Additional ETH Custodian, respectively.

Future and current regulations by a United States

or foreign government or quasi-governmental agency could have an adverse effect on an investment in the Trust.

Shareholders do not have

the protections associated with ownership of Shares in an investment company registered under the 1940 Act or the protections afforded

by the Commodity Exchange Act.

Future legal or regulatory developments may negatively affect the value of ETH or require the Trust or

the Sponsor to become registered with the SEC or CFTC, which may cause the Trust to liquidate.

The Exchange on which the Shares are listed may

halt trading in the Trust’s Shares, which would adversely impact a Shareholder’s ability to sell Shares.

The market infrastructure

of the ETH spot market could result in the absence of active authorized participants able to support the trading activity of the Trust.

Shareholders that are not authorized participants

may only purchase or sell their Shares in secondary trading markets, and the conditions associated with trading in secondary markets may

adversely affect Shareholders’ investment in the Shares.

Financial Highlights (a)

The financial highlights summarize certain per

share operating information and financial ratios of net investment income (loss) and expenses, to daily average net assets for the period

from May 20, 2024 (Date of Seeding) to December 31, 2024.

An individual investor’s return and ratios may vary based on the timing of capital

transactions:

Substantially all of

the Trust’s assets are holdings of ETH, which creates a concentration risk associated with fluctuations in the value of

ETH due to a number of factors.

Accordingly, a decline in the value of ETH will have an adverse effect on the value of the Shares

of the Trust.

Factors that may have the effect of causing a decline in the value of ETH include high volatility, which could have

a negative impact on the performance of the Trust.

ETH platforms are relatively new and may be unregulated or may be subject to

regulation in a relevant jurisdiction, but may not be complying, and therefore, may be more exposed to fraud and security breaches

than established, regulated exchanges for other financial assets or instruments, which could have a negative impact on the performance

of the Trust.

VANECK ETHEREUM ETF

Notes to the Financial Statements (continued)

Notes to Financial Statements (continued)

December 31, 2025

the Shares depends on

the development and acceptance of the ethereum network.

The slowing or stopping of the development or acceptance of the ethereum

network may adversely affect an investment in the Trust.

The price of ETH on the ETH market has exhibited periods of extreme volatility.

Digital assets such as ETH were only introduced within the past decade, and the medium-to-long term value of the Shares is subject

to a number of factors relating to the capabilities and development of block-chain technologies and to the fundamental investment

characteristics of digital assets that are uncertain and difficult to evaluate.

The Trust is subject to risks due to its concentration

of investments in a single asset class.

Possible illiquid markets may exacerbate losses or increase the variability between the

Trust’s NAV and its market price.

The amount of ETH represented by the Shares may decline over time.

ETH with a fair value

of $ 157,608,454 and $ 146,428,902 were held by the ETH Custodians at December 31, 2025 and December 31, 2024, respectively.

Future and current regulations

by a United States or foreign government or quasi-governmental agency could have an adverse effect on an investment in the Trust.

Shareholders do not have the protections associated with ownership of Shares in an investment company registered under the 1940

Act or the protections afforded by the Commodity Exchange Act.

Future legal or regulatory developments may negatively affect the

value of ETH or require the Trust or the Sponsor to become registered with the SEC or CFTC, which may cause the Trust to liquidate.

The Exchange on which

the Shares are listed may halt trading in the Trust’s Shares, which would adversely impact a Shareholder’s ability

to sell Shares.

The market infrastructure of the ETH spot market could result in the absence of active authorized participants

able to support the trading activity of the Trust.

Shareholders that are

not authorized participants may only purchase or sell their Shares in secondary trading markets, and the conditions associated

with trading in secondary markets may adversely affect Shareholders’ investment in the Shares.

Financial Highlights

The financial highlights

summarize certain per share operating information and financial ratios of net investment loss and expenses, to daily average net

assets for the periods below.

An individual investor’s return and ratios may vary based on the timing of capital transactions:

For the Period

May 20, 2024 (Date

of Seeding) to

December 31, 2024

Net asset value per share, beginning of period

From investment operations:

Net investment income (loss) (b)

Net realized gain (loss) and change in unrealized appreciation/depreciation

on investments in ether (c)

Net investment loss (a)

Net realized gain (loss) and change in unrealized appreciation (depreciation) from

investments in ether (b)

Net decrease resulting from operations

Net asset value per share, end of period (d)

Total return (%) (e)

Ratios to average net assets (f)

Net asset value per share, end of period

Total return (c)

Ratios to average net assets

Expenses before fee waiver

0.20 % (d)(e)

Expenses after fee waiver

Net investment income (loss)

Portfolio turnover rate (e)

(a) No prior year comparative financial statements have been provided as the Trust did not have any operations as of December 31, 2023.

(b) Net investment income (loss) per share has been calculated based upon an average of daily shares outstanding.

(c) The amount shown for a share outstanding throughout the year may not agree with the change in the aggregate gains and losses for the year because of the timing of sales and repurchases of the Trust’s shares in relation to fluctuating market values for the Trust.

(d) Returns are not annualized and include adjustments required by GAAP.

Returns for financial statements purposes may differ from net asset values and performance reported elsewhere by the Trust.

(e) Non-annualized.

(f) Annualized.

(g) Calculated based upon daily average net assets from July 22, 2024 (Date of Effectiveness) to December 31, 2024.

0.00 % (d)(e)

Net investment loss

0.00 % (d)(e)

(a) Net investment loss per share has been calculated based upon an average of daily shares outstanding.

(b) The amount shown for a share outstanding throughout the period may not agree with the change

in the aggregate gains and losses for the period because of the timing of sales and repurchases of the Trust’s shares in

relation to fluctuating market values for the Trust.

Returns for financial statements

purposes may differ from net asset values and performance reported elsewhere by the Trust.

(d) Annualized.

(e) Calculated based upon daily average net assets from July 22, 2024 (Date of Effectiveness) to December 31, 2024.

VANECK ETHEREUM ETF

Notes to Financial Statements (continued)

December 31, 2025

Subsequent Event Review

The Trust has evaluated subsequent events and

transactions for potential recognition or disclosure through the date the financial statements were issued and has determined that there

are no material events that would require disclosure.

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.

The Trust has evaluated

subsequent events and transactions for potential recognition or disclosure through the date the financial statements were issued

and has determined that there are no material events that would require disclosure.

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.

VanEck Ethereum ETF

3 unchanged sentences

March 30, 2026

Pursuant to the requirements of the Securities Exchange Act of 1933,

this Report has been signed by the following persons in the capacities* and on the dates indicated.

Pursuant to the requirements of the Securities

Exchange Act of 1933, this Report has been signed by the following persons in the capacities* and on the dates indicated.

President and Chief Executive Officer

6 unchanged sentences

Principal Accounting Officer)

* The registrant is a trust and the persons are signing in their capacities as officers of VanEck Digital Assets, LLC, the Sponsor of

the registrant.

The registrant is a trust and the persons are signing in their capacities as officers

of VanEck Digital Assets, LLC, the Sponsor of the registrant.

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

What changed 10-K

Item 9A. Controls and Procedures