What changed in this filing

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Item 2. Management’s Discussion and Analysis

2026-08-13 compared with 2026-05-13 · 40 added, 34 removed, 144 unchanged (34% of the section changed)

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(formerly BitGo Trust Company, Inc.) and Coinbase Custody Trust Company, LLC (each a “Custodian” and collectively the “Custodians”), each of which provides custody services for digital assets .

The Trust provides exposure to the value of SOL, and the Shares of the Trust are valued on a daily basis using the same methodology used to calculate the Index.

The Trust provides investors with the opportunity to access the market for SOL through a traditional brokerage account without the potential barriers to entry or risks involved with holding or transferring SOL directly or acquiring it from a SOL spot market.

The Trust is passively managed and does not pursue active management investment strategies.

The Trust will not invest in derivatives.

The Trust is passively managed and does not pursue active management investment strategies, utilize leverage, or invest in derivatives in seeking to meet its investment objective.

The Sponsor believes that the Shares are designed to provide investors with a cost-effective and convenient way to invest in SOL without purchasing, holding and trading SOL directly.

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Valuation of SOL and Computation of Net Asset Value (“NAV”)

For purposes of calculating the net asset value (“Trust’s NAV”) per Share, the Trust’s holdings of SOL are valued using the same methodology as used to calculate the Index.

For purposes of calculating the Trust's net asset value (“Trust’s NAV”) per Share, the Trust’s holdings of SOL are valued using the same methodology as used to calculate the Index.

The Trust’s NAV per Share is calculated by:

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On November 18, 2025, Shares of the Trust commenced trading on the Exchange.

The Quarter Ended March 31, 2026

The Trust’s net assets decreased from $113.9 million as of December 31, 2025, to $97.4 million as of March 31, 2026.

The change in the Trust’s net assets resulted primarily from a decrease in the price of SOL, which decreased 33.16% from $124.73 as of December 31, 2025 to $83.37 as of March 31, 2026.

The decrease in net assets was partially offset by an increase in outstanding Shares, which rose from 7,775,000 as of December 31, 2025 to 9,900,000 as of March 31, 2026.

The Quarter Ended June 30, 2026

The Trust’s net assets increased from $97.4 million as of March 31, 2026, to $127.1 million as of June 30, 2026.

The change in the Trust’s net assets was partially offset from a decrease in the price of SOL, which decreased 9.60% from $83.37 as of March 31, 2026 to $75.37 as of June 30, 2026.

The increase in net assets was driven by an increase in outstanding Shares, which rose from 9,900,000 as of March 31, 2026 to 14,325,000 as of June 30, 2026.

The increase in outstanding Shares was primarily as a result of 4,525,000 Shares (181 Baskets) being issued partially offset by 100,000 Shares (4 Baskets) being redeemed.

The NAV per Share decreased 32.84% from $14.66 as of December 31, 2025 to $9.84 as of March 31, 2026.

The Trust’s NAV per Share decreased 33.03% from $14.57 as of December 31, 2025 to $9.76 as of March 31, 2026.

The Trust ’s NAV per Share of $17.35 at January 14, 2026, was the highest during the three months ended March 31, 2026, compared with a low of $9.11 at February 12, 2026.

During the three months ended March 31, 2026, the quantity of SOL owned by the Trust and held by the SOL custodian increased from 913,562 as of December 31, 2025, to 1,168,872 as of March 31, 2026.

The NAV per Share decreased 9.86% from $9.84 as of March 31, 2026 to $8.87 as of June 30, 2026.

The Trust’s NAV per Share decreased 11.37% from $9.76 as of March 31, 2026 to $8.65 as of June 30, 2026.

The Trust ’s NAV per Share of $11.61 at May 11, 2026, was the highest during the three months ended June 30, 2026, compared with a low of $7.35 at June 5, 2026.

During the three months ended June 30, 2026, the quantity of SOL owned by the Trust and held by the SOL custodian increased from 1,168,872 as of March 31, 2026, to 1,687,589 as of June 30, 2026.

The increase in quantity is the result of the net increase from capital share transactions.

The net decrease in net assets resulting from operations for the three months ended March 31, 2026, was $50.9 million, resulted primarily from a net unrealized depreciation on investment in SOL of $46.2 million and a net realized loss of $6.5 million from the sale of the investment in SOL for the redemption and distribution of Shares, partially offset by net investment income of $1.4 million and net realized gain of $0.4 million from the distribution of the investment in SOL for the redemption of Shares.

The Trust made its initial cash distribution of income generated from staking activities on February 17, 2026.

The Trust intends to continue to make cash distributions at least quarterly in order to rely on the safe harbor conditions established by IRS Revenue Procedure 2025‑31 applicable to grantor trusts that stake digital assets.

The net decrease in net assets resulting from operations for the three months ended June 30, 2026, was $12.6 million, resulted primarily from a net unrealized depreciation on investment in SOL of $12.7 million and a net realized loss of $1.2 million from the sale of the investment in SOL for income distribution of Shares, partially offset by net investment income of $1.3 million.

The Six Months Ended June 30, 2026

The Trust’s net assets increased from approximately $113.9 million as of December 31, 2025, to $127.1 million as of June 30, 2026.

The change in the Trust’s net assets was driven by an increase in outstanding Shares, which rose from 7,775,000 as of December 31, 2025 to 14,325,000 as of June 30, 2026 as a result of 7,950,000 Shares (318 Baskets) being created and 1,400,000 Shares (56 Baskets) being redeemed, partially offeset by a decrease in the price of SOL, which fell 39.57% from $124.73 as of December 31, 2025 to $75.37 as of June 30, 2026.

The NAV per Share decreased 39.50% from $14.66 as of December 31, 2025 to $8.87 as of June 30, 2026.

The Trust’s NAV per Share decreased 40.63% from $14.57 as of December 31, 2025 to $8.65 as of June 30, 2026.

The Trust’s NAV per Share of $17.35 at January 14, 2026, was the highest during the six months ended June 30, 2026, compared with a low of $7.35 at June 5, 2026.

The quantity of SOL owned by the Trust and held by the SOL custodian increased from 913,562 as of December 31, 2025, to 1,687,589 as of June 30, 2026.

The increase in quantity is the result of the net increase from capital share transactions.

The net decrease in net assets resulting from operations for the six months ended June 30, 2026, was $63.6 million, primarily resulting from a net unrealized depreciation on investment in SOL of $58.9 million and a net realized loss of approximately $5.3 million from the sale of the investment in SOL for the redemption of Shares.

Cash Resources and Liquidity

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The Trust’s only sources of cash are proceeds from the sale of Baskets and SOL.

The Trust intends to make cash distributions at least quarterly in order to rely on the safe harbor conditions established by IRS Revenue Procedure 2025‑31 applicable to grantor trusts that stake digital assets.

The Trust’s staking program involves the temporary loss of the ability to transfer or otherwise dispose of the Trust’s SOL.

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

The Sponsor contractually waived the Sponsor Fee for the duration of the waiver period.

The waiver period began on the date the Trust first issued Shares, which commenced trading on the Exchange November 18, 2025, following the effectiveness of the registration statement and ends after a period of six months, unless extended by the Sponsor in its sole discretion.

In addition to the Sponsor Fee, the Trust will bear the Staking Fees.

The Sponsor contractually agreed to waive Staking Fees in their entirety on the staking rewards received by the Trust generated from the first $1.0 billion of Trust assets for the duration of the waiver period.

In addition to the Sponsor Fee, the Trust bears Staking Fees.

The Sponsor contractually waived the Sponsor Fee and Staking Fee until May 18, 2026.

On May 19, 2026, the Sponsor Fee and Staking Fee began accruing.

Off Balance Sheet Arrangements and Contractual Obligations

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While the Trust’s exposure under such indemnification provisions cannot be estimated, these general business indemnifications are not expected to have a material impact on a Trust’s financial position.

Sponsor Fee payments made to the Sponsor will be calculated as a fixed percentage of 0.25% of the Trust’s SOL Holdings.

Sponsor Fee payments made to the Sponsor are calculated as a fixed percentage of 0.25% of the Trust’s SOL Holdings.

As such, the Sponsor cannot anticipate the payment amounts that will be required under these arrangements for future periods as the Trust’s net assets are not known until a future date.

In addition to the Sponsor Fee, the Trust will bear the Staking Fees, which the Sponsor, custodians, and node operators will each receive from the proceeds of the node operators' staking activities that the Trust receives from the Solana network.

The total amount of the Staking Fee will equal 15% of all staking rewards received by the Trust.

In addition to the Sponsor Fee, the Trust bears the Staking Fees, which the Sponsor, custodians, and node operators each receive from the proceeds of the node operators' staking activities that the Trust receives from the Solana network.

The total amount of the Staking Fee equals 15% of all staking rewards received by the Trust.

As the Sponsor cannot anticipate the amount of staking rewards that will be received by the Trust in future periods, the amount of the Staking Fee or the portion of the Staking Fee any party is entitled to will not be known until a future date.

Selected Operating Data

March 31, 2026

June 30, 2026

Price of SOL on principal market (1)

Index price (2)

March 31, 2026

June 30, 2026

NAV per Share (3)

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Trust’s NAV per Share (4)

(1) The Trust performed an assessment of the principal market at 11:59:59 p.m., EST, on March 31, 2026.

(1) The Trust performed an assessment of the principal market at 11:59:59 p.m., EST, on June 30, 2026.

(2) Index Price as represented by the Index as of 4:00 p.m., EST, on the last business day of the period.

The SOL spot markets included in the Index as of the last business day of the period were Bitstamp, Coinbase, Crypto.com, Gemini, Kraken, and LMAX Digital.

(3) The NAV per Share was calculated using the fair value of SOL based on the principal market price at 11:59:59 p.m., EST, on March 31, 2026.

(3) The NAV per Share was calculated using the fair value of SOL based on the principal market price at 11:59:59 p.m., EST, on June 30, 2026.

(4) The Trust’s NAV per Share is derived from the Index Price as represented by the Index as of 4:00 p.m., EST, on the last business day of the period.

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Refer to the “Overview of the Trust” and “Valuation of SOL and Computation of Net Asset Value” sections of Item 2 herein for a description of the Index methodology and calculation of the Trust’s NAV per Share.

As of 4:00 p.m., EST, on the last business day of the period ended March 31, 2026, the Trust’s total value of SOL based on the Index Price (non-GAAP methodology) was $96,604,937, a difference of $843,926 to the GAAP value, which was $97,448,863, and the total market value of the Trust’s SOL based on the price of SOL at 4:00 p.m., EST, in the principal market (non-GAAP methodology) was $96,548,831, a difference of $900,032 to the GAAP value, which was $97,448,863.

As of 4:00 p.m., EST, on the last business day of the period ended June 30, 2026, the Trust’s total value of SOL based on the Index Price (non-GAAP methodology) was $124,071,553, a difference of $3,122,040 to the GAAP value, which was $127,193,593, and the total market value of the Trust’s SOL based on the price of SOL at 4:00 p.m., EST, in the principal market (non-GAAP methodology) was $124,240,312, a difference of $2,953,281 to the GAAP value, which was $127,193,593.

December 31, 2025

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As of 4:00 p.m., EST, on the last business day of the period ended December 31, 2025, the Trust’s total value of SOL based on the Index Price (non-GAAP methodology) was $113,281,719, a difference of $666,900 to the GAAP value, which was $113,948,619, and the total market value of the Trust’s SOL based on the price of SOL at 4:00 p.m., EST, in the principal market (non-GAAP methodology) was $113,245,177, a difference of $703,442 to the GAAP value, which was $113,948,619.

Monthly Staking Information for the Quarter Ended March 31, 2026

Monthly Staking Information for the Six Months Ended June 30, 2026

January 31, 2026

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March 31, 2026

April 30, 2026

June 30, 2026

Gross staking reward rate (2)

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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 following chart illustrates the movement in the Index Price, the principal market price, and the Trust’s NAV per Share during the three months ended March 31, 2026.

During the three months ended March 31, 2026, the Index Price has ranged from a low of $77.09 on February 12, 2026 to a high of $147.38 on January 14, 2026.

The following chart illustrates the movement in the Index Price, the principal market price, and the Trust’s NAV per Share during the six months ended June 30, 2026.

During the six months ended June 30, 2026, the Index Price has ranged from a low of $61.92 on June 6, 2026 to a high of $147.38 on January 14, 2026.

The Sponsor has not observed a material difference between the Index Price and average prices from the constituent SOL spot markets individually or as a group.

During the three months ended March 31, 2026, the 11:59:59 p.m.

EST market price of SOL, as reported on the Trust’s principal market, ranged from $76.83 on February 23, 2026, to $144.85 on January 13, 2026.

During the six months ended June 30, 2026, the 11:59:59 p.m.

EST market price of SOL, as reported on the Trust’s principal market, ranged from $62.81 on June 5, 2026, to $144.85 on January 13, 2026.

Shares trade in the secondary market on the Exchange.

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The amount of the discount or premium in the trading price relative to the Trust’s NAV per Share may be influenced by various factors, including the number of Shareholders who seek to purchase or sell Shares in the secondary market and the liquidity of SOL.

The following chart sets out the historical closing prices for the Shares as reported by the Exchange and the Trust’s NAV per Share during the three months ended March 31, 2026.

The following chart sets out the historical closing prices for the Shares as reported by the Exchange and the Trust’s NAV per Share during the six months ended June 30, 2026.

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

What changed 10-Q

Item 2. Management’s Discussion and Analysis