What changed in this filing

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Item 5. Other Information

2026-08-07 compared with 2026-05-08 · 38 added, 29 removed, 132 unchanged (34% of the section changed)

Other Information

Board of Managers

As previously disclosed, on October 22, 2025, GSOIH consummated an internal corporate reorganization (the “Management Reorganization”).

As a result of the Management Reorganization, as of October 22, 2025, (i) Grayscale Investments, Inc.

(“Grayscale Investments”) is the sole managing member of GSO, the sole member of the Sponsor and (ii) the Board of Directors of Grayscale Investments became responsible for managing and directing the affairs of the Sponsor, and consists of Barry Silbert, Mark Shifke, Simon Koster, Peter Mintzberg and Edward McGee.

On May 4, 2026, a Board of Managers of Grayscale Investments Sponsors, LLC was created to manage and direct the affairs of the Sponsor, under authority delegated by the board of Grayscale Investments.

While the board of Grayscale Investments retains overall oversight of Grayscale Investments and its subsidiaries as a whole, including the Sponsor, the Board of Managers of the Sponsor consists of Peter Mintzberg, Edward McGee, and Craig Salm.

Mintzberg, Mr.

McGee, and Mr.

Salm are granted authority to manage the day-to-day affairs of the Sponsor under the amended and restated limited liability company agreement of the Sponsor.

Peter Mintzberg and Edward McGee are members of the Board of Directors of Grayscale Investments and we hereby incorporate by reference into this Quarterly Report on Form 10-Q each of their biographies in the section, “Key Personnel of the Sponsor” in our Registration Statement on Form S-1.

Craig Salm has been the Chief Legal Officer of Grayscale since 2022.

Before serving as Chief Legal Officer, Mr.

Salm was Director, Legal since January 2020 and Associate, Legal since January 2018.

Prior to joining Grayscale, Mr.

Salm was a corporate associate at Paul Weiss and a member of its Capital Markets & Securities Group—primarily focused on representing issuers, private equity sponsors, investment banks, hedge funds and other stakeholders in corporate finance transactions, as well as advising on securities law and corporate governance matters.

Salm earned his Bachelor of Science from the University of Michigan and his Juris Doctor from the Benjamin N.

Cardozo School of Law.

Salm serves as a member of the Blockchain Association and a member of the Crypto Ratings Council (CRC).

Exhibit Number

Exhibit Description

Form of Liquidity Provider Agreement.

Certification of Principal Executive Officer pursuant to Rule 13a-14(a) and 15d-14(a) under the Securities Exchange Act of 1934, as amended, with respect to the Trust’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2026.

Certification of Principal Financial and Accounting Officer pursuant to Rule 13a-14(a) and 15d-14(a) under the Securities Exchange Act of 1934, as amended, with respect to the Trust’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2026.

Certification of Principal Executive Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, with respect to the Trust’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2026.

Certification of Principal Financial and Accounting Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, with respect to the Trust’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2026.

Certificate of Trust (incorporated by reference to Exhibit 3.1 to the Trust’s Registration Statement on Form S-1 filed with the Securities and Exchange Commission on August 22, 2025).

Certificate of Amendment to Certificate of Trust (incorporated by reference to Exhibit 3.2 to the Trust’s Registration Statement on Form POS EX filed with the Securities and Exchange Commission on March 12, 2026).

Second Amended and Restated Declaration of Trust and Trust Agreement, by and among CSC Delaware Trust Company, as trustee, and Grayscale Investments Sponsors, LLC as sponsor (incorporated by reference to Exhibit 4.1 to the Trust’s Registration Statement on Form S-1/A filed with the Securities and Exchange Commission on March 2, 2026).

Amendment No.

1 to the Second Amended and Restated Declaration of Trust and Trust Agreement (incorporated by reference to Exhibit 4.1 to the Trust’s Registration Statement on Form POS EX filed with the Securities and Exchange Commission on March 12, 2026).

Amendment No.

2 to the Second Amended and Restated Declaration of Trust and Trust Agreement (incorporated by reference to Exhibit 4.1 to the Trust’s Current Report on the Form 8-K filed with the Securities and Exchange Commission on August 7, 2026).

Form of Participant Agreement (incorporated by reference to Exhibit 4.2 to the Trust’s Registration Statement on Form S-1/A filed with the Securities and Exchange Commission on March 2, 2026).

Prime Broker Agreement (incorporated by reference to Exhibit 10.1 to the Trust’s Registration Statement on Form S-1/A filed with the Securities and Exchange Commission on March 2, 2026).

Fund Administration and Accounting Agreement (incorporated by reference to Exhibit 10.2 to the Trust’s Registration Statement on Form S-1/A filed with the Securities and Exchange Commission on March 2, 2026).

Index License Agreement, dated February 1, 2022, between the Sponsor, and the Index Provider (incorporated by reference to Exhibit 10.3 to the Trust’s Registration Statement on Form S-1 filed with the Securities and Exchange Commission on August 22, 2025).

Amendment No.

1 to the Index License Agreement, dated June 20, 2023, between the Sponsor and Index Provider (incorporated by reference to Exhibit 10.4 to the Trust’s Registration Statement on Form S-1 filed with the Securities and Exchange Commission on August 22, 2025).

Amendment No.

6 to the Index License Agreement, dated March 1, 2025, between the Sponsor and Index Provider(incorporated by reference to Exhibit 10.5 to the Trust’s Registration Statement on Form S-1 filed with the Securities and Exchange Commission on August 22, 2025).

Marketing Agent Agreement (incorporated by reference to Exhibit 10.6 to the Trust’s Registration Statement on Form S-1/A filed with the Securities and Exchange Commission on March 2, 2026).

Transfer Agency and Service Agreement (incorporated by reference to Exhibit 10.7 to the Trust’s Registration Statement on Form S-1/A filed with the Securities and Exchange Commission on March 2, 2026).

Co-Transfer Agency Agreement, dated October 9, 2025, between the Sponsor and the Co-Transfer Agent (incorporated by reference to Exhibit 10.8 to the Trust’s Registration Statement on Form S-1/A filed with the Securities and Exchange Commission on March 2, 2026).

Assignment and Assumption Agreement (incorporated by reference to Exhibit 10.9 to the Trust’s Registration Statement on Form S-1 filed with the Securities and Exchange Commission on August 22, 2025) .

Coinbase Assignment Agreement (incorporated by reference to Exhibit 10.10 to the Trust’s Registration Statement on Form S-1 filed with the Securities and Exchange Commission on August 22, 2025).

Staking Addendum to the Custodial Services Agreement (incorporated by reference to Exhibit 10.11 to the Trust’s Registration Statement on Form S-1/A filed with the Securities and Exchange Commission on March 2, 2026).

Amendment No.

1 to the Staking Addendum to Custodial Services Agreement (incorporated by reference to Exhibit 10.12 to the Trust’s Registration Statement on Form S-1/A filed with the Securities and Exchange Commission on March 2, 2026).

Form of Liquidity Provider Agreement (incorporated by reference to Exhibit 10.1 to the Trust’s Registration Statement on Form 8-K filed with the Securities and Exchange Commission on June 10, 2026)

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.

2 unchanged sentences

Pursuant to Rule 406T of Regulation S-T, these interactive data files are deemed not filed or part of a registration statement or prospectus for purposes of Sections 11 or 12 of the Securities Act of 1933, as amended, are deemed not filed for the purposes of Section 18 of the Securities and Exchange Act of 1934, as amended, and otherwise are not subject to liability under those sections.

Previously filed.

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.

GLOSSARY OF DEFINED TERMS

88 unchanged sentences

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.

The Sponsor had determined to waive a portion of the Sponsor’s Fee for the first three months of the Trust’s operation, from March 12, 2026 through June 12, 2026, as described in more detail under “Business—Expenses;

The Sponsor previously waived the Sponsor’s Fee during the Fee Waiver Period, which ended on June 12, 2026, as described in more detail under “Business—Expenses;

Sales of AVAX” of the Trust’s Registration Statement on Form S-1.

4 unchanged sentences

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 AVAX 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.

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).

26 unchanged sentences

Chief Executive Officer (Principal Executive Officer)*

/s/ Edward McGee

Chief Financial Officer (Principal Financial and Accounting Officer)*

/s/ Kathryn Masci

Kathryn Masci

Interim Chief Financial Officer (Principal Financial and Accounting Officer)*

August 7, 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.

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 5. Other Information