Item 7. Management’s Discussion and Analysis
Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations
The following discussion and analysis of our financial condition and results of operations should be read together with, and is qualified in its entirety by reference to, our audited financial statements and related notes included elsewhere in this Annual Report, which have been prepared in accordance with generally accepted accounting principles in the United States (“U.S. GAAP”). The following discussion may contain forward-looking statements based on assumptions we believe to be reasonable. Our actual results could differ materially from those discussed in these forward-looking statements. Factors that could cause or contribute to these differences include, but are not limited to, those discussed below and elsewhere in this Annual Report, particularly in “Item 1A. Risk Factors” and “Forward-Looking Statements.”
Fund Overview
The Fund is a passive entity that is managed and administered by the Manager and does not have any officers, directors or employees. As of June 30, 2026, the Fund holds Fund Components and, from time to time on a periodic basis, issues Baskets in exchange for deposits of Fund Components. On September 18, 2025, in connection with the approval of application under Rule 19b-4 of the Securities Exchange Act and the effectiveness of the registration statement on Form S-3, as amended (File No. 333-286293), the Manager authorized the commencement of a redemption program. Shares of the Fund began trading on NYSE Arca on September 19, 2025, following the effectiveness of the Fund’s registration statement on Form S-3, as amended. The Fund issues Shares only in one or more Baskets to certain Authorized Participants from time to time. Baskets are offered in exchange for Fund Components. Through its redemption program, the Fund redeems Shares from Authorized Participants on an ongoing basis. As a passive investment vehicle, the Fund’s investment objective is for the value of the Shares to reflect the value of the Fund Components, determined by reference to their respective Index Price and weightings within the Fund, less the Fund’s expenses and other liabilities. While an investment in the Shares is not a direct investment in the Fund Components, the Shares are designed to provide investors with a cost-effective and convenient way to gain investment exposure to the digital assets held by the Fund. The Fund is not managed like a business corporation or an active investment vehicle. The Fund will not utilize leverage, derivatives or any similar arrangements in seeking to meet its investment objective.
Effective June 5, 2025, the Fund Components consist of the digital assets that make up the CoinDesk 5 Index (the “CD5” or the “Index”). For purposes of this Annual Report, the “DLCS Methodology” means the criteria that a digital asset must meet to be eligible for inclusion in the DLCS, as determined from time to time by the Index Provider.
Any references to the Digital Asset Reference Rates subsequent to July 1, 2025 are to the Index Prices in effect following the adoption of the CD5 Methodology. Any references to the Digital Asset Reference Rates from July 1, 2022 to June 30, 2025 are to the Digital Asset Reference Rates in effect following the adoption of the DLCS Methodology. Any references in this section to the Digital Reference Rates prior to July 1, 2022 are to the Digital Asset Reference Rates in effect prior to the adoption of the DLCS Methodology. All references to the NAV and NAV per Share of the Fund for periods subsequent to July 1, 2025 in this Annual Report have been calculated based on the digital assets held by the Fund pursuant to the CD5 Methodology and the corresponding rebalancing of the Fund on July 31, 2025. All references to the NAV and NAV per Share of the Fund for periods from July 1, 2022 to June 30, 2025 in this Annual Report have been calculated based on the digital assets held by the Fund pursuant to the DLCS Methodology and the corresponding rebalancing of the Fund on July 5, 2022. All references to the NAV and NAV per Share of the Fund for periods prior to July 1, 2022 have been calculated based on the digital assets held by the Fund pursuant to the Target Coverage Ratio Methodology prior to the adoption of the DLCS Methodology and the corresponding rebalancing of the Fund on July 5, 2022.
Critical Accounting Policies and Estimates
Investment Transactions and Revenue Recognition
The Fund considers investment transactions to be the receipt of Fund Components by the Fund in connection with Share creations and the delivery of Fund Components by the Fund in connection with Share redemptions or for payment of expenses in Fund Components. Prior to September 19, 2025, the Fund was not accepting redemption requests , however the Manager has since authorized the commencement of the Fund’s redemption program on September 19, 2025 in connection with the uplisting of the Shares to NYSE Arca . The Fund records its investment transactions on a trade date basis and changes in fair value are reflected as net change in unrealized appreciation or depreciation on investments. Realized gains and losses are calculated using the specific identification method. Realized gains and losses are recognized in connection with transactions including settling obligations for the Manager’s Fee in the Fund Components.
75
Principal Market and Fair Value Determination
To determine which market is the Fund’s principal market for each Fund Component (or in the absence of a principal market, the most advantageous market) for purposes of calculating the Fund’s net asset value in accordance with U.S. GAAP (“Principal Market NAV”), the Fund follows Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) Topic 820-10, Fair Value Measurement , which outlines the application of fair value accounting. ASC 820-10 determines fair value to be the price that would be received for each Fund Component in a current sale, which assumes an orderly transaction between market participants on the measurement date. ASC 820-10 requires the Fund to assume that each Fund Component is sold in its principal market to market participants or, in the absence of a principal market, the most advantageous market. Market participants are defined as buyers and sellers in the principal or most advantageous market that are independent, knowledgeable, and willing and able to transact.
The Fund only receives Fund Components in connection with a creation order from the Authorized Participant (or a Liquidity Provider) and does not itself transact on any Digital Asset Markets. Therefore, the Fund looks to market-based volume and level of activity for Digital Asset Markets. The Authorized Participant(s), or a Liquidity Provider, may transact in a Brokered Market, a Dealer Market, Principal-to-Principal Markets and Exchange Markets (referred to as “Trading Platform Markets” in this Annual Report), each as defined in the FASB ASC Master Glossary (collectively, “Digital Asset Markets”).
In determining which of the eligible Digital Asset Markets is the Fund’s principal market for each Fund Component, the Fund reviews these criteria in the following order:
• First, the Fund reviews a list of each Digital Asset Market that maintain practices and policies designed to comply with AML and KYC regulations, and non-Digital Asset Trading Platform Markets that the Fund reasonably believes are operating in compliance with applicable law, including federal and state licensing requirements, based upon information and assurances provided to it by each market.
• Second, the Fund sorts these Digital Asset Markets from high to low by market-based volume and level of activity of each Fund Component traded on each Digital Asset Market in the trailing twelve months.
• Third, the Fund then reviews pricing fluctuations and the degree of variances in price on Digital Asset Markets to identify any material notable variances that may impact the volume or price information of a particular Digital Asset Market.
• Fourth, the Fund then selects a Digital Asset Market as its principal market for such Fund Component based on the highest market-based volume, level of activity and price stability in comparison to the other Digital Asset Markets on the list. Based on information reasonably available to the Fund, Trading Platform Markets have the greatest volume and level of activity for the Fund Components. The Fund therefore looks to accessible Trading Platform Markets as opposed to the Brokered Market, Dealer Market and Principal-to-Principal Markets to determine its principal market for each Fund Component. As a result of the aforementioned analysis, a Trading Platform Market has been selected as the Fund’s principal market for each Fund Component.
The Fund determines its principal market for each Fund Component (or in the absence of a principal market the most advantageous market) annually and conducts a quarterly analysis to determine (i) if there have been recent changes to each Digital Asset Market’s trading volume and level of activity in the trailing twelve months, (ii) if any Digital Asset Markets have developed that the Fund has access to, or (iii) if recent changes to each Digital Asset Market’s price stability have occurred that would materially impact the selection of the principal market and necessitate a change in the Fund’s determination of its principal market for each Fund Component.
The cost basis of each Fund Component received by the Fund in connection with a creation order is recorded by the Fund at the fair value of such Fund Component at 4:00 p.m., New York time, on the creation date for financial reporting purposes. The cost basis recorded by the Fund may differ from proceeds collected by the Authorized Participant from the sale of the corresponding Shares to investors.
76
Investment Company Considerations
The Fund is an investment company for U.S. GAAP purposes and follows accounting and reporting guidance in accordance with the FASB ASC Topic 946, Financial Services—Investment Companies . The Fund uses fair value as its method of accounting for digital assets in accordance with its classification as an investment company for accounting purposes. The Fund is not a registered investment company under the Investment Company Act. U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts in the financial statements and accompanying notes. Actual results could differ from those estimates and these differences could be material.
Review of Financial Results
Financial Highlights for the Years Ended June 30, 2026, 2025, and 2024
(All amounts in the following table and the subsequent paragraphs, except Share, per Share amounts, and each Fund Component and price of each Fund Component, are in thousands)
For the Years Ended June 30,
2026
2025
2024
Net realized and unrealized (loss) gain on investments in digital assets
$
(246,703
)
$
266,399
$
264,196
Net (decrease) increase in net assets resulting from operations
$
(253,784
)
$
250,266
$
254,324
Net assets (1)
$
308,960
$
777,222
$
526,956
(1) Net assets in the above table and subsequent paragraphs are calculated in accordance with U.S. GAAP based on the Digital Asset Market price of each Fund Component on the Digital Asset Trading Platforms that the Fund considered each Fund Component’s principal market, as of 4:00 p.m., New York time, on the valuation date.
Net realized and unrealized loss on investments in digital assets for the year ended June 30, 2026 was ($246,703), which includes a realized gain of $5,536 on the transfer of digital assets to pay the Manager’s Fee, a realized gain of $11,056 as a result of the quarterly rebalance of digital assets, a realized gain of $263,871 on the sale of digital assets to meet Redemptions, and net change in unrealized appreciation/depreciation on investments in digital assets of ($527,166). Net decrease in net assets resulting from operations was ($253,784) for the year ended June 30, 2026, which consisted of the net realized and unrealized loss on investments in digital assets, plus the Manager’s Fee of $7,081. Net assets decreased to $308,960 at June 30, 2026, a 60% decrease for the year. The decrease in net assets resulted from the overall price depreciation of Fund Components for the year, the redemption of approximately 2,483 Bitcoin, 15,046 Ether, 7,435,274 XRP, 67,956 SOL, 4,047,532 ADA, and 1,776 BNB, with a value of $338,021 from the Fund, and the withdrawal of approximately 51 Bitcoin, 312 Ether, 153,534 XRP, 1,394 SOL, 75,554 ADA and 67 BNB to pay the foregoing Manager’s Fee, partially offset by the contribution of approximately 999 Bitcoin, 6,047 Ether, 3,003,499 XRP, 27,480 SOL, 1,671,371 ADA and 580 BNB, with a value of $123,543 to the Fund in connection with Share creations during the year.
Net realized and unrealized gain on investments in digital assets for the year ended June 30, 2025 was $266,399, which includes a realized gain of $12,995 on the transfer of digital assets to pay the Manager’s Fee, a realized gain of $9,271 as a result of the quarterly rebalance of digital assets, and net change in unrealized appreciation/depreciation on investments in digital assets of $244,133. Net increase in net assets resulting from operations was $250,266 for the year ended June 30, 2025, which consisted of the net realized and unrealized gain on investments in digital assets, less the Manager’s Fee of $16,133. Net assets increased to $777,222 at June 30, 2025, a 47% increase for the year. The increase in net assets resulted from the overall price appreciation of Fund Components for the year, partially offset by the withdrawal of approximately 147 Bitcoin, 893 Ether, 127,897 ADA, 3,556 SOL, 1,537 AVAX and 421,555 XRP to pay the foregoing Manager’s Fee.
Net realized and unrealized gain on investments in digital assets for the year ended June 30, 2024 was $264,196, which includes a realized gain of $6,714 on the transfer of digital assets to pay the Manager’s Fee, a realized gain of $789 as a result of the quarterly rebalance of digital assets, and net change in unrealized appreciation/depreciation on investments in digital assets of $256,693. Net increase in net assets resulting from operations was $254,324 for the year ended June 30, 2024, which consisted of the net realized and unrealized gain on investments in digital assets, less the Manager’s Fee of $9,872. Net assets increased to $526,956 at June 30, 2024, a 93% increase for the year. The increase in net assets resulted from the overall price appreciation of Fund Components for the year, partially offset by the withdrawal of approximately 153 Bitcoin, 942 Ether, 210,014 ADA, 3,292 SOL, 38,180 MATIC, 1,385 AVAX, and 203,318 XRP to pay the foregoing Manager’s Fee.
77
Cash Resources and Liquidity
The Fund only receives and holds cash in order to facilitate creations and redemptions pursuant to Cash Orders, and has not otherwise had or maintained a cash balance at any time since inception. When selling digital assets in the Digital Asset Market to pay Additional Fund Expenses on behalf of the Fund, the Manager endeavors to sell the exact amount of digital assets needed to pay expenses in order to minimize the Fund’s holdings of assets other than the Fund Components. In addition, upon the consummation or deemed failure of a Cash Order to create or redeem Baskets, the Fund will promptly return any excess cash it continues to hold with respect to such Cash Order to the applicable counterparty. As a consequence, the Manager expects that the Fund will not record any cash flow from its operations and that its cash balance will be zero at the end of each reporting period. Furthermore, the Fund is not a party to any off-balance sheet arrangements.
Cash includes non-interest bearing non-restricted cash with one institution. Cash in a bank deposit account, at times, may exceed U.S. federally insured limits. The Fund has not experienced any losses in such accounts and does not believe it is exposed to any significant credit risk on such bank deposits.
In exchange for the Manager’s Fee, the Manager has agreed to assume most of the expenses incurred by the Fund. As a result, the only ordinary expense of the Fund during the periods covered by this Annual Report was the Manager’s Fee. The Fund is not aware of any trends, demands, conditions or events that are reasonably likely to result in material changes to its liquidity needs.
78
Selected Operating Data
As of June 30,
2026
2025
2024
Prices of digital assets on principal market:
Bitcoin
$
58,745.18
$
107,753.95
$
61,929.29
Ether
$
1,578.53
$
2,516.23
$
3,423.00
BNB
$
546.62
N/A
N/A
XRP
$
1.04
$
2.32
$
0.47
SOL
$
73.62
$
157.80
$
144.62
ADA
N/A
$
0.59
N/A
AVAX
N/A
N/A
$
28.47
Principal Market NAV per Share (1)
$
26.37
$
48.98
$
33.21
Principal Market NAV (1)
$
308,959,746
$
777,222,526
$
526,955,720
Index Prices:
Bitcoin
$
58,731.82
$
107,521.84
$
61,908.57
Ether
$
1,578.40
$
2,505.96
$
3,420.12
BNB
$
546.57
N/A
N/A
XRP
$
1.04
$
2.29
$
0.47
SOL
$
73.62
$
157.01
$
144.71
ADA
N/A
$
0.58
N/A
AVAX
N/A
N/A
$
28.33
NAV per Share (2)
$
26.36
$
48.83
$
33.20
NAV (2)
$
308,912,912
$
774,814,558
$
526,722,342
(1) For more information on prior quarterly rebalances and the resulting impact on the Fund’s portfolio, please see Note 4 to the Audited Financial Statements—Portfolio Rebalancing.
(2) From July 1, 2022 to June 30, 2025, NAV per Share is calculated based on the Digital Asset Reference Rates of the Fund Components held by the Fund pursuant to the DLCS Methodology. From and after July 1, 2025, the NAV per Share is calculated based on the Index Prices of the Fund Components held by the Fund pursuant to the CD5 Methodology. See “Item 1. Business—Investment Objective” and “Item 1. Business—Valuation of Digital Assets and Determination of NAV” for additional information.
For accounting purposes, prior to September 19, 2025, the Fund reflected creations and the digital assets receivable for proceeds with respect to such creations on the date of receipt of a notification of a creation but did not issue Shares until the requisite amount of digital assets for proceeds was received. On September 18, 2025, in connection with the approval of application under Rule 19b-4 of the Securities Exchange Act of 1934 and the effectiveness of the registration statement on Form S-3, as amended, the Manager authorized the commencement of a redemption program. Effective September 19, 2025, the date on which the Shares of the Fund began trading on NYSE Arca, the Fund reflects creations and redemptions and the digital assets for proceeds receivable or payable with respect to such creations and redemptions, respectively, on the business day following the receipt of a notification of a creation or redemption order by an Authorized Participant. Creation and redemption orders are settled on T+1 or T+2, as established at the time of order placement, and therefore the digital assets for proceeds receivable or payable with respect to such creations and redemptions, respectively, are recorded as a receivable or payable until the digital assets are delivered or removed from the Fund for settlement.
79
Historical Fund Component Prices
As movements in the price of each Fund Component will directly affect the price of the Shares, investors should understand recent movements in the price of each Fund Component. Investors, however, should also be aware that past movements in each of the Fund Component prices are not indicators of future movements. Movements may be influenced by various factors, including, but not limited to, government regulation, security breaches experienced by service providers, as well as political and economic uncertainties around the world.
The Fund’s performance prior to September 19, 2025 is based on market-determined prices on OTC Markets and on the Fund’s performance without an ongoing share creation and redemption program. Prior to September 19, 2025, the Fund’s Shares traded at both premiums and discounts to the value of the Fund’s assets, less its expenses and other liabilities, which at times were substantial, in part due to the lack of an ongoing redemption program. Effective as of September 19, 2025, the Fund established an ongoing share creation and redemption program and the Shares of the Fund were listed to NYSE Arca. Hence, the Fund’s performance for periods prior to September 19, 2025 is not directly comparable to, and should not be used to make conclusions in conjunction with, the Fund’s performance for periods subsequent to September 19, 2025.
In addition, prior to June 5, 2025, the Fund’s portfolio was constructed pursuant to the DLCS Methodology rather than the
current CD5 Methodology, and accordingly the Fund Components and their respective weightings during prior periods may differ
from those held by the Fund as of the date of this Annual Report.
The following chart illustrates the movement in the Fund’s NAV per Share versus the Fund’s Principal Market NAV per Share from February 1, 2018 (the inception of the Fund’s operations) to June 30, 2026. For more information on the determination of the Fund’s NAV, see “Item 1. Business—Overview of the Digital Asset Industry and Market—Fund Component Value—Digital Asset Trading Platform Valuation.”
(1) NAV per Share of the Fund prior to July 1, 2022, from July 1, 2022 through June 30, 2025, and after July 1, 2025 are not comparable due to the changes in the fund construction criteria on July 1, 2022 and July 1, 2025. From and after July 1, 2025, the NAV per Share is calculated based on the Index Prices of the Fund Components held by the Fund pursuant to the CD5 Methodology. See “Item 1. Business—Investment Objective” for further details.
80
Bitcoin
The following table illustrates the movements in the Index Price for Bitcoin from July 1, 2021 to June 30, 2026. The Manager has not observed a material difference between the Index Price and average prices from the Constituent Trading Platforms included in the relevant index individually or as a group.
High
Low
Period
Average
Index Price
Date
Index Price
Date
End of
period
Last
business
day
Twelve months ended June 30, 2022
$
42,951.63
$
67,352.59
11/9/2021
$
18,034.01
6/18/2022
$
18,883.90
$
18,883.90
Twelve months ended June 30, 2023
$
22,532.93
$
30,849.06
6/23/2023
$
15,786.90
11/21/2022
$
30,396.80
$
30,396.80
Twelve months ended June 30, 2024
$
45,791.95
$
73,128.99
3/13/2024
$
25,061.89
9/11/2023
$
61,908.57
$
60,272.64
Twelve months ended June 30, 2025
$
84,040.13
$
111,516.97
5/22/2025
$
53,112.80
8/5/2024
$
107,521.84
$
107,521.84
Twelve months ended June 30, 2026
$
90,693.70
$
125,475.85
10/6/2025
$
58,731.82
6/30/2026
$
58,731.82
$
58,731.82
July 1, 2021 to June 30, 2026
$
57,195.82
$
125,475.85
10/6/2025
$
15,786.90
11/21/2022
$
58,731.82
$
58,731.82
The following table illustrates the movements in the Digital Asset Market price of Bitcoin, as reported on the Fund’s principal market for Bitcoin, from July 1, 2021 to June 30, 2026.
High
Low
Period
Average
Digital Asset Market Price
Date
Digital Asset Market Price
Date
End of
period
Last
business
day
Twelve months ended June 30, 2022
$
42,950.57
$
67,371.70
11/9/2021
$
18,026.58
6/18/2022
$
18,895.01
$
18,895.01
Twelve months ended June 30, 2023
$
22,533.12
$
30,906.40
6/23/2023
$
15,766.93
11/21/2022
$
30,361.94
$
30,361.94
Twelve months ended June 30, 2024
$
45,781.62
$
73,517.19
3/13/2024
$
25,013.25
9/11/2023
$
61,929.29
$
59,952.11
Twelve months ended June 30, 2025
$
84,013.67
$
111,241.94
5/22/2025
$
53,469.64
8/5/2024
$
107,753.95
$
107,753.95
Twelve months ended June 30, 2026
$
90,700.71
$
125,492.00
10/6/2025
$
58,745.18
6/30/2026
$
58,745.18
$
58,745.18
July 1, 2021 to June 30, 2026
$
57,189.69
$
125,492.00
10/6/2025
$
15,766.93
11/21/2022
$
58,745.18
$
58,745.18
Ether
The following table illustrates the movements in the Index Price for Ether from July 1, 2021 to June 30, 2026. The Manager has not observed a material difference between the Index Price and average prices from the Constituent Trading Platforms included in the relevant index individually or as a group.
High
Low
Period
Average
Index Price
Date
Index Price
Date
End of
period
Last
business
day
Twelve months ended June 30, 2022
$
3,028.76
$
4,776.32
11/9/2021
$
913.51
6/18/2022
$
1,018.72
$
1,018.72
Twelve months ended June 30, 2023
$
1,565.08
$
2,131.48
4/16/2023
$
1,045.57
7/12/2022
$
1,923.68
$
1,923.68
Twelve months ended June 30, 2024
$
2,498.01
$
4,049.30
3/11/2024
$
1,531.22
10/12/2023
$
3,420.12
$
3,372.09
Twelve months ended June 30, 2025
$
2,690.00
$
4,070.55
12/6/2024
$
1,464.86
4/8/2025
$
2,505.96
$
2,505.96
Twelve months ended June 30, 2026
$
2,960.82
$
4,833.41
8/22/2025
$
1,553.95
6/6/2026
$
1,578.40
$
1,578.40
July 1, 2021 to June 30, 2026
$
2,548.51
$
4,833.41
8/22/2025
$
913.51
6/18/2022
$
1,578.40
$
1,578.40
The following table illustrates the movements in the Digital Asset Market price of Ether, as reported on the Fund’s principal market for Ether, from July 1, 2021 to June 30, 2026.
High
Low
Period
Average
Digital Asset Market Price
Date
Digital Asset Market Price
Date
End of
period
Last
business
day
Twelve months ended June 30, 2022
$
3,028.54
$
4,776.95
11/9/2021
$
913.24
6/18/2022
$
1,019.72
$
1,019.72
Twelve months ended June 30, 2023
$
1,565.23
$
2,116.20
4/16/2023
$
1,040.35
7/12/2022
$
1,925.83
$
1,925.83
Twelve months ended June 30, 2024
$
2,498.36
$
4,033.86
3/11/2024
$
1,530.88
10/12/2023
$
3,423.00
$
3,371.60
Twelve months ended June 30, 2025
$
2,689.64
$
4,053.28
12/6/2024
$
1,465.40
4/8/2025
$
2,516.23
$
2,516.23
Twelve months ended June 30, 2026
$
2,961.07
$
4,833.89
8/22/2025
$
1,554.17
6/6/2026
$
1,578.53
$
1,578.53
July 1, 2021 to June 30, 2026
$
2,548.54
$
4,833.89
8/22/2025
$
913.24
6/18/2022
$
1,578.53
$
1,578.53
81
Solana
Effective October 1, 2021, the Manager adjusted the Fund’s portfolio in connection with its quarterly review by selling the existing Fund Components in proportion to their respective weightings and using the cash proceeds to purchase SOL in accordance with the Target Coverage Ratio Methodology.
The following table illustrates the movements in the Index Price from the addition of the token to the Fund’s portfolio on October 1, 2021 to June 30, 2026. The Manager has not observed a material difference between the Index Price and average prices from the Constituent Trading Platforms included in the relevant index individually or as a group.
High
Low
Period
Average
Index Price
Date
Index Price
Date
End of
period
Last business day
October 1, 2021 to June 30, 2022
$
123.52
$
254.78
11/6/2021
$
28.04
6/18/2022
$
31.97
$
31.97
Twelve months ended June 30, 2023
$
24.73
$
46.45
8/13/2022
$
8.37
12/29/2022
$
19.12
$
19.12
Twelve months ended June 30, 2024
$
88.05
$
199.88
3/31/2024
$
17.53
9/11/2023
$
144.71
$
140.95
Twelve months ended June 30, 2025
$
167.81
$
274.68
1/19/2025
$
104.40
4/8/2025
$
157.01
$
157.01
Twelve months ended June 30, 2026
$
133.76
$
248.49
9/18/2025
$
61.62
6/6/2026
$
73.62
$
73.62
October 1, 2021 to June 30, 2026
$
106.72
$
274.68
1/19/2025
$
8.37
12/29/2022
$
73.62
$
73.62
The following table illustrates the movements in the Digital Asset Market price of SOL, as reported on the Fund’s principal market for SOL, from October 1, 2021 to June 30, 2026.
High
Low
Period
Average
Digital Asset Market Price
Date
Digital Asset Market Price
Date
End of
period
Last business day
October 1, 2021 to June 30, 2022
$
123.53
$
254.44
11/6/2021
$
28.04
6/18/2022
$
31.98
$
31.98
Twelve months ended June 30, 2023
$
24.73
$
46.33
8/13/2022
$
8.29
12/29/2022
$
19.09
$
19.09
Twelve months ended June 30, 2024
$
88.04
$
200.17
3/31/2024
$
17.51
9/11/2023
$
144.62
$
140.67
Twelve months ended June 30, 2025
$
167.83
$
280.00
1/19/2025
$
103.92
4/8/2025
$
157.80
$
157.80
Twelve months ended June 30, 2026
$
133.74
$
248.45
9/18/2025
$
61.61
6/6/2026
$
73.62
$
73.62
October 1, 2021 to June 30, 2026
$
106.72
$
280.00
1/19/2025
$
8.29
12/29/2022
$
73.62
$
73.62
82
XRP
Effective January 3, 2024, the Manager adjusted the Fund’s portfolio in connection with its quarterly review by selling the existing Fund Components in proportion to their respective weightings and using the cash proceeds to purchase XRP in accordance with the DLCS Methodology.
The following table illustrates the movements in the Index Price during the period from January 4, 2024 (when XRP was subsequently re-added to the Fund) to June 30, 2026. The Manager has not observed a material difference between the Index Price and average prices from the Constituent Trading Platforms included in the relevant index individually or as a group.
High
Low
Period
Average
Index Price
Date
Index Price
Date
End of
period
Last
business
day
January 4, 2024 to June 30, 2024
$
0.55
$
0.73
3/11/2024
$
0.47
6/14/2024
$
0.47
$
0.47
Twelve months ended June 30, 2025
$
1.65
$
3.29
1/16/2025
$
0.43
7/5/2024
$
2.29
$
2.29
Twelve months ended June 30, 2026
$
2.04
$
3.55
7/21/2025
$
1.03
6/25/2026
$
1.04
$
1.04
January 4, 2024 to June 30, 2026
$
1.59
$
3.55
7/21/2025
$
0.43
7/5/2024
$
1.04
$
1.04
The following table illustrates the movements in the Digital Asset Market price of XRP, as reported on the Fund’s principal market for XRP, during the period from January 4, 2024 (when XRP was subsequently re-added to the Fund) to June 30, 2026.
High
Low
Period
Average
Digital Asset Market Price
Date
Digital Asset Market Price
Date
End of
period
Last
business
day
January 4, 2024 to June 30, 2024
$
0.55
$
0.73
3/11/2024
$
0.47
6/24/2024
$
0.47
$
0.47
Twelve months ended June 30, 2025
$
1.65
$
3.29
1/16/2025
$
0.43
7/5/2024
$
2.32
$
2.32
Twelve months ended June 30, 2026
$
2.04
$
3.55
7/21/2025
$
1.03
6/25/2026
$
1.04
$
1.04
January 4, 2024 to June 30, 2026
$
1.59
$
3.55
7/21/2025
$
0.43
7/5/2024
$
1.04
$
1.04
BNB
Effective February 2, 2026, the Manager adjusted the Fund’s portfolio in connection with its quarterly review by selling the existing Fund Components in proportion to their respective weightings and using the cash proceeds to purchase BNB in accordance with the CD5 Methodology.
The following table illustrates the movements in the Index Price during the period from February 2, 2026 to June 30, 2026.
High
Low
Period
Average
Index Price
Date
Index Price
Date
End of
period
Last
business
day
February 2, 2026 to June 30, 2026
$
626.86
$
770.79
2/3/2026
$
546.57
6/30/2026
$
546.57
$
546.57
The following table illustrates the movements in the Digital Asset Market price of BNB, as reported on the Fund’s principal market for BNB, during the period from February 2, 2026 through June 30, 2026.
High
Low
Period
Average
Digital Asset Market Price
Date
Digital Asset Market Price
Date
End of
period
Last
business
day
February 2, 2026 to June 30, 2026
$
626.87
$
770.51
2/3/2026
$
546.62
6/30/2026
$
546.62
$
546.62
83
The following chart sets out the historical closing prices for the Shares as reported by OTC Markets and the Fund’s NAV per Share from November 22, 2019 to September 18, 2025.
GDLC Premium/(Discount): GDLC Share Price vs. NAV per Share (Non-GAAP) ($) (1)
(1) NAV per Share of the Fund prior to and after July 1, 2022 are not comparable due to the change in the fund construction criteria on July 1, 2022. See “Item 1. Business—Investment Objective” for further details.
The following chart sets out the historical closing prices for the Shares as reported by NYSE Arca from September 19, 2025 to June 30, 2026 and the Fund’s NAV per Share from September 19, 2025 to June 30, 2026.
GDLC Premium/(Discount): GDLC Share Price vs. NAV per Share (Non-GAAP) ($)
84
The following chart sets out the historical premium and discount for the Shares calculated as a percentage of the historical closing prices for the Shares as reported by OTC Markets divided by the Fund’s NAV per Share from November 22, 2019 to September 18, 2025.
GDLC Premium/(Discount): GDLC Share Price vs. NAV per Share (Non-GAAP) (%) (1)
(1) NAV per Share of the Fund prior to and after July 1, 2022 are not comparable due to the change in the fund construction criteria on July 1, 2022. See “Item 1. Business—Investment Objective” for further details.
The following chart sets out the historical premium and discount for the Shares calculated as a percentage of the historical closing prices for the Shares as reported by NYSE Arca divided by the Fund’s NAV per Share from September 19, 2025 to June 30, 2026.
GDLC Premium/(Discount): GDLC Share Price vs. NAV per Share (Non-GAAP) (%)
Item 7A. Quantitative and Qualitat ive Disclosures about Market Risk
The LLC Agreement does not authorize the Fund to borrow for payment of the Fund’s ordinary expenses. The Fund does not engage in transactions in foreign currencies which could expose the Fund or holders of Shares to any foreign currency related market risk. The Fund does not invest in derivative financial instruments and has no foreign operations or long-term debt instruments.
Item 8. Financial Statemen ts and Supplementary Data
See Index to Financial Statements on page F-1 for a list of the financial statements being filed therein.
85
Item 9. Changes in and Disagreements with Accou ntants on Accounting and Financial Disclosure
There have been no disagreements with accountants on any matter of accounting principles or practices or financial statement disclosures during the year ended June 30, 2026.
Item 9A. Control s and Procedures
Conclusion Regarding the Effectiveness of Disclosure Controls and Procedures
The Fund maintains disclosure controls and procedures that are designed to ensure that information required to be disclosed in its Exchange Act reports is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms, and that such information is accumulated and communicated to the Principal Executive Officer and Principal Financial and Accounting Officer of the Manager, and to the audit committee of the Manager, as appropriate, to allow timely decisions regarding required disclosure.
Under the supervision and with the participation of the Principal Executive Officer and the Principal Financial and Accounting Officer of the Manager, the Manager conducted an evaluation of the Fund’s disclosure controls and procedures, as defined under Exchange Act Rule 13a-15(e). Based on this evaluation, the Principal Executive Officer and the Principal Financial and Accounting Officer of the Manager concluded that, as of June 30, 2026, the Fund’s disclosure controls and procedures were effective.
Management’s Report on Internal Control over Financial Reporting
The Manager’s management is responsible for establishing and maintaining adequate internal control over financial reporting, as defined under Exchange Act Rules 13a-15(f) and 15d-15(f). The Fund’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with accounting principles generally accepted in the United States. Internal control over financial reporting includes those policies and procedures that: (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the Fund’s assets, (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that the Fund’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 Fund’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 Manager assessed the effectiveness of the Fund’s internal control over financial reporting as of June 30, 2026. 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 Fund’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 Manager concluded that the Fund maintained effective internal control over financial reporting as of June 30, 2026.
Because we are an “emerging growth company” under the JOBS Act, our independent registered public accounting firm will not be required to attest to the effectiveness of our internal control over financial reporting for so long as we are an emerging growth company.
Changes in Internal Control Over Financial Reporting
There was no change in the Fund’s internal controls over financial reporting that occurred during the Fund’s most recently completed fiscal quarter ended June 30, 2026 that has materially affected, or is reasonably likely to materially affect, these internal controls.
Item 9B. Other Information
No t applicable.
Item 9C. Disclosure Regarding Foreign Jurisdictions that Prevent Inspections
Not applicable.
86
PART III
Item 10. Directors, Executive Officers and Corporate Governance
Management of the Manager
The Fund does not have any directors, officers or employees. Under the LLC Agreement, all management functions of the Fund have been delegated to and are conducted by the Manager, its agents and its affiliates, including without limitation, the Custodian and its agents. As officers of the Manager, Peter Mintzberg, the principal executive officer of the Manager, and Kathryn Masci, the principal financial and accounting officer of the Manager, may take certain actions and execute certain agreements and certifications for the Fund, in their capacity as the principal officers of the Manager.
As of and prior to December 31, 2024, GSI had a board of directors that was responsible for managing and directing the affairs of the Manager. From January 1, 2025 to October 22, 2025, GSO Intermediate Holdings Corporation (“GSOIH”), a Delaware corporation formed in connection with the reorganization pursuant to which GSI’s business was contributed to GSO effective January 1, 2025 (the “Reorganization”), which was the sole managing member of GSO and an indirect subsidiary of DCG, had a board of directors which was responsible for managing and directing the affairs of the Manager.
On October 22, 2025, GSOIH consummated an internal corporate reorganization (the “Management Reorganization”), pursuant to which GSOIH transferred a portion of its common membership units of GSO for Class A shares of Grayscale Investments, Inc. (“Grayscale Investments”), a Delaware corporation incorporated in connection with the Management Reorganization, and ceded its managing member rights in GSO to Grayscale Investments. As a result of the Management Reorganization, Grayscale Investments is now the sole managing member of GSO, the sole member of the Manager.
On October 22, 2025, as a result of the Management Reorganization, DCG Grayscale Holdco, LLC, the sole stockholder of Grayscale Investments, elected a board of directors (the “Board”) at Grayscale Investments. As a result of the Management Reorganization, the Board of Grayscale Investments was responsible for managing and directing the affairs of the Manager from October 22, 2025 to May 4, 2026 and consisted of Barry Silbert, Mark Shifke, Simon Koster, Peter Mintzberg and Edward McGee, mostly the same members as the board of directors of GSOIH prior to the Management Reorganization.
On May 4, 2026, a Board of Managers of Grayscale Investments Sponsors, LLC was created to manage and direct the affairs of the Manager, under authority delegated by the Board. While the Board retains overall oversight of Grayscale Investments and its subsidiaries as a whole, including the Manager, the Board of Managers was granted authority to manage the day-to-day affairs of the Manager under the amended and restated limited liability company agreement of the Manager. From May 4, 2026 until July 2, 2026, the Board of Managers consisted of Peter Mintzberg, Edward McGee, and Craig Salm.
Effective July 2, 2026, Kathryn Masci was appointed to serve as Interim Chief Financial Officer of the Manager. Ms. Masci was appointed as a member of the Board of Managers and as principal financial and accounting officer of the registrant, and Edward McGee stepped down as Chief Financial Officer, principal financial and accounting officer and a member of the Board of Managers. From and after July 2, 2026, the Board of Managers consists of Peter Mintzberg, Kathryn Masci, and Craig Salm. Mr. Mintzberg, Ms. Masci, and Mr. Salm are granted authority to manage the day-to-day affairs of the Manager under the amended and restated limited liability company agreement of the Manager.
The Manager has an Audit Committee. The Audit Committee has the responsibility for overseeing the financial reporting process of the Fund, including the risks and controls of that process and such other oversight functions as are typically performed by an audit committee of a public company.
The Manager has a code of ethics (the “Code of Ethics”) that applies to its executive officers and agents. The Code of Ethics is available by writing the Manager at 290 Harbor Drive, 4th Floor, Stamford, Connecticut 06902 or calling the Manager at (212) 668-1427. The Manager’s Code of Ethics is intended to be a codification of the business and ethical principles that guide the Manager, and to deter wrongdoing, to promote honest and ethical conduct, to avoid conflicts of interest, and to foster compliance with applicable governmental laws, rules and regulations, the prompt internal reporting of violations and accountability for adherence to this code.
Prior to January 1, 2025, references to the “Manager” in this section refer to GSI, and thereafter refer to GSO or GSIS, as applicable. In connection with the Reorganization, the former Board of GSI was reconstituted at GSOIH and in connection with the Management Reorganization, the former board of GSOIH was reconstituted at Grayscale Investments. Prior to January 1, 2025, any references to the “Board” refer to the board of directors of Grayscale Investments, LLC, the former manager of the Fund. From January 1, 2025 to October 22, 2025, any references to the “Board” refer to the board of directors of GSOIH. From October 22, 2025 to May 4, 2026, any references to the “Board” refer to the board of directors of Grayscale Investments. From and after May 4, 2026, any references to the “Board of Managers” or the “Board” refer to the Board of Managers of the Manager.
87
Peter Mintzberg, Board Member and Chief Executive Officer
Peter Mintzberg, 58, has been the Chief Executive Officer of the Manager since August 2024 and has served as a member of the Board of Managers since May 2026. Mr. Mintzberg joins the Manager from Goldman Sachs, where he served as Global Head of Strategy for Asset and Wealth Management. Prior, he held several global leadership roles in Strategy, M&A, and Investor Relations at BlackRock, Apollo, OppenheimerFunds, and Invesco. With deep knowledge across a broad base of client types and asset classes, Mr. Mintzberg has over two decades of experience developing and executing strategy and innovating to drive growth. Mr. Mintzberg started his career working at McKinsey & Co. in New York, San Francisco, and São Paulo, focused on the financial services and technology sectors. Mr. Mintzberg was recognized as a Latino leader in Finance by The Alumni Society in 2018, and was selected as a David Rockefeller Fellow in the 2016-2017 Class by the Partnership for New York City. He earned a bachelor’s degree in engineering from the Universidade Federal Rio de Janeiro, and an MBA from Harvard University.
Kathryn Masci, Board Member and Interim Chief Financial Officer
Kathryn Masci, 34, has served as Interim Chief Financial Officer of the Manager and as a member of the Board of Managers since July 2, 2026. Ms. Masci has served as Senior Vice President of Finance of Grayscale since January 2026 and has been with Grayscale since May 2020. Prior to serving as Senior Vice President of Finance, Ms. Masci held various finance and accounting roles at Grayscale. Prior to joining Grayscale, Ms. Masci served as Assistant Controller at Garrison Capital Inc., a publicly traded business development company, from July 2019 to May 2020. Before joining Garrison Capital, Ms. Masci served as a Senior Financial Reporting Associate at Pzena Investment Management, Inc., a publicly traded investment management firm, where she oversaw financial reporting and accounting policy from October 2016 to July 2019. From July 2014 to October 2016, Ms. Masci worked at Ernst & Young LLP in the Banking & Capital Markets and Professional Practice groups, providing audit and advisory services to financial services clients and supporting the consultation and accounting policy process for financial services audit teams. Ms. Masci earned her Bachelor of Science and Master of Science degrees in Accounting from the School of Management at Binghamton University, State University of New York. Ms. Masci is a Certified Public Accountant licensed in the state of New York.
Craig Salm, Board Member and Chief Legal Officer
Craig Salm, 38, has been the Chief Legal Officer of Grayscale since 2022 and has served as a member of the Board of Managers since May 2026. 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. Mr. Salm earned his Bachelor of Science from the University of Michigan and his Juris Doctor from the Benjamin N. Cardozo School of Law. Mr. Salm serves as a member of the Blockchain Association and a member of the Crypto Ratings Council.
Item 11. Executi ve Compensation
Not applicable.
Item 12. Security Ownership of Certain Beneficial Ow ners and Management and Related Stockholder Matters
Securities Authorized for Issuance under Equity Compensation Plans and Related Stockholder Matters
Not applicable.
Security Ownership of Certain Beneficial Owners and Management
The Fund does not have any directors, officers or employees. The following table sets forth certain information with respect to the beneficial ownership of the Shares for (i) each person that, to the Manager’s knowledge based on the records of the Transfer Agent and other ownership information provided to the Manager, owns beneficially a significant portion of the Shares; (ii) each member of the Board of Managers and executive officer of the Manager individually; and (iii) all members of the Board of Managers and executive officers of the Manager as a group.
The number of Shares beneficially owned and percentages of beneficial ownership set forth below are based on the number of Shares outstanding as of August 31, 2026.
88
In accordance with the rules of the SEC, beneficial ownership includes voting or investment power with respect to securities.
Name and Address of Beneficial Owner
Amount and
Nature of
Beneficial
Ownership
Percentage of
Beneficial
Ownership
Significant Shareholders:
Digital Currency Group, Inc. (1)(2)
605,867
5.28
%
Directors & Executive Officers of the Manager: (3)
Peter Mintzberg
*
* %
Kathryn Masci
*
* %
Craig Salm
*
* %
Members of the Board of Managers, Executive Officers & Other Named Executive Officers of the Manager as a group
*
* %
(1) Includes 27,060 Shares held by Digital Currency Group, Inc. and 578,807 Shares held by DCG International Investments Ltd., a wholly owned subsidiary of Digital Currency Group, Inc.
(2) On March 2, 2022, the Board approved the purchase by DCG of up to an aggregate total of $200 million worth of Shares of the Fund and shares of any of the following five investment products the Manager also acts as the sponsor and manager of, including Grayscale Bitcoin Trust ETF (NYSE Arca: GBTC), Grayscale Bitcoin Cash Trust (BCH) (OTCQX: BCHG), Grayscale Ethereum Staking ETF (NYSE Arca: ETHE), Grayscale Ethereum Classic Trust (ETC) (OTCQX: ETCG), and Grayscale Stellar Lumens Trust (XLM) (OTCQX: GXLM). Subsequently, DCG authorized such purchase. The Share purchase authorization does not obligate DCG to acquire any specific number of Shares in any period, and may be expanded, extended, modified, or discontinued at any time. From March 2, 2022 through August 31, 2026, DCG did not purchase any Shares of the Fund under this authorization.
(3) The Fund does not have any directors, officers or employees. Under the LLC Agreement, all management functions of the Fund have been delegated to and are conducted by the Manager, its agents and its affiliates.
* Represents beneficial ownership of less than 1%.
Unless otherwise indicated, the address for each shareholder listed in the table above is c/o Grayscale Investments Sponsors, LLC, 290 Harbor Drive, 4 th Floor, Stamford, Connecticut 06902.
Item 13. Certain Relationships and Relate d Transactions and Director Independence
General
The Manager has not established formal procedures to resolve all potential conflicts of interest. Consequently, shareholders may be dependent on the good faith of the respective parties subject to such conflicts to resolve them equitably. Although the Manager attempts to monitor these conflicts, it is extremely difficult, if not impossible, for the Manager to ensure that these conflicts do not, in fact, result in adverse consequences to the Fund.
The Manager presently intends to assert that shareholders have, by subscribing for Shares of the Fund, consented to the following conflicts of interest in the event of any proceeding alleging that such conflicts violated any duty owed by the Manager to investors.
Digital Currency Group, Inc.
DCG is (i) the indirect parent company of the Manager, (ii) the indirect parent company of Grayscale Securities, the Authorized Participant from October 3, 2022 to September 18, 2025, (iii) formerly the indirect parent company of the Index Provider (prior to its sale to an unaffiliated third party on November 20, 2023), and (iv) a minority interest holder in Kraken, one of the Digital Asset Trading Platforms included in the Index Price for certain of the digital assets held by the Fund, representing less than 1.0% of its equity.
DCG has investments in a large number of digital assets and companies involved in the digital asset ecosystem, including trading platforms and custodians. DCG’s positions on changes that should be adopted in various Digital Asset Networks could be adverse to positions that would benefit the Fund or its shareholders. Additionally, before or after a hard fork on the network of a digital asset held by the Fund, DCG’s position regarding which fork among a group of incompatible forks of such network should be considered the “true” network could be adverse to positions that would most benefit the Fund.
The Manager
The Manager has a conflict of interest in allocating its own limited resources among, when applicable, different clients and potential future business ventures, to each of which it owes fiduciary duties. Additionally, the professional staff of the Manager also services other affiliates of the Manager, including several other digital asset investment vehicles, and their respective clients. Although
89
the Manager and its professional staff cannot and will not devote all of its or their respective time or resources to the management of the affairs of the Fund, the Manager intends to devote, and to cause its professional staff to devote, sufficient time and resources to manage properly the affairs of the Fund consistent with its or their respective fiduciary duties to the Fund and others.
The Manager and Grayscale Securities are affiliates of each other, and the Manager may engage other affiliated service providers in the future. Because of the Manager’s affiliated status, it may be disincentivized from replacing affiliated service providers. In connection with this conflict of interest, shareholders should understand that affiliated service providers will receive fees for providing services to the Fund. Clients of the affiliated service providers may pay commissions at negotiated rates which are greater or less than the rate paid by the Fund.
The Manager and any affiliated service provider may, from time to time, have conflicting demands in respect of their obligations to the Fund and, in the future, to other clients. It is possible that future business ventures of the Manager and affiliated service providers may generate larger fees, resulting in increased payments to employees, and therefore, incentivizing the Manager and/or the affiliated service providers to allocate its/their limited resources accordingly to the potential detriment of the Fund.
There is an absence of arm’s-length negotiation with respect to some of the terms of the Fund, and, where applicable, there has been no independent due diligence conducted with respect to the Fund. The Manager will, however, not retain any affiliated service providers for the Fund which the Manager has reason to believe would knowingly or deliberately favor any other client over the Fund.
Authorized Participants
Prior to October 3, 2022, Genesis, an affiliate of the Fund and the Manager, was the only Authorized Participant and was party to a participant agreement with the Manager and the Fund. From October 3, 2022 through September 18, 2025, Grayscale Securities, an affiliate of the Fund and the Manager, was the Authorized Participant. Effective September 19, 2025, the Manager, on behalf of the Fund, and the Transfer Agent entered into Participant Agreements with Jane Street Capital, LLC, Virtu Americas LLC, Macquarie Capital (USA) Inc., and ABN AMRO Clearing USA LLC, pursuant to which such entities have agreed to act as Authorized Participants. The Manager may engage additional Authorized Participants who are unaffiliated with the Fund in the future.
Proprietary Trading/Other Clients
Because the officers of the Manager may trade digital assets for their own personal trading accounts (subject to certain internal trading policies and procedures) at the same time as they are managing the account of the Fund, the activities of the officers of the Manager, subject to their fiduciary duties, may, from time-to-time, result in their taking positions in their personal trading accounts which are opposite of the positions taken for the Fund. Records of the Manager’s officers’ personal trading accounts will not be available for inspection by shareholders.
Item 14. Principal Accou ntant Fees and Services
Fees for services performed by KPMG LLP (“KPMG”), for the years ended June 30, 2026 and 2025:
Years Ended June 30,
2026
2025
Audit fees
$
254,000
$
193,440
Total
$
254,000
$
193,440
In the table above, in accordance with the SEC’s definitions and rules, Audit Fees are fees paid to KPMG for professional services for the audit of the Fund’s financial statements included in the annual report on Form 10-K and review of financial statements included in the quarterly reports on Form 10-Q, and for services that are normally provided by the accountants in connection with regulatory filings or engagements.
Pre-Approved Policies and Procedures
The Fund has no board of directors, and as a result, has no audit committee or pre-approval policy with respect to fees paid to its principal accounting firm. Such determinations, including for the fiscal year ended June 30, 2026, are made by the Audit Committee. Prior to January 1, 2025, “Board” refers to the board of directors of Grayscale Investments, LLC, the former Manager of the Fund. From January 1, 2025, to October 22, 2025, “Board” refers to the board of directors of GSOIH. From and after October 22, 2025, “Board” refers to the board of directors of Grayscale Investments. From and after May 4, 2026, “Board” refers to the board of managers of the Manager.
90
PART IV
Item 15. Exhibits and Fina ncial Statement Schedules
1. Financial Statements
See Index to Financial Statements on Page F-1 for a list of the financial statements being filed herein.
2. Financial Statement Schedules
Schedules have been omitted since they are either not required, not applicable, or the information has otherwise been included.
3. Exhibits
Exhibit
Number
Exhibit Description
4.1
Third Amended and Restated Limited Liability Company Agreement (incorporated by reference to Exhibit 4.1 of the Amendment No. 3 to the Registration Statement on Form S-3 filed by the Registrant on June 26, 2025).
4.2
Form of Participant Agreement (incorporated by reference to Exhibit 4.2 of the Amendment No. 3 to the Registration Statement on Form S-3 filed by the Registrant on June 26, 2025).
4.3*
Description of Registrant’s Securities.
10.1
Prime Broker Agreement, dated June 25, 2025, by and among the Fund, the Manager and the Prime Broker, on behalf of itself, the Custodian, and Coinbase Credit (incorporated by reference to Exhibit 99.1 of the Amendment No. 3 to the Registration Statement on Form S-3 filed by the Registrant on June 26, 2025).
10.2
Marketing Agent Agreement, dated as of June 25, 2025, between the Manager and the Marketing Agent (incorporated by reference to Exhibit 99.3 of the Amendment No. 3 to the Registration Statement on Form S-3 filed by the Registrant on June 26, 2025).
10.4
Index License Agreement, dated January 31, 2022 between the Manager and the Reference Rate Provider (incorporated by reference to Exhibit 10.1 of the current report on Form 8-K filed by the Registrant on February 4, 2022).
10.5
Amendment No.1 to the Index License Agreement, dated June 20, 2023, between the Manager and the Reference Rate Provider (incorporated by reference to Exhibit 10.1 of the current report on Form 8-K filed by the Registrant on June 23, 2023).
10.6
Amendment No. 7 to the Index License Agreement, dated June 26, 2025, between the Manager and the Index Provider (incorporated by reference to Exhibit 99.6 of the Amendment No. 3 to the Registration Statement on Form S-3 filed by the Registrant on June 26, 2025).
10.7
Form of Transfer Agency and Service Agreement between the Fund and the Transfer Agent (incorporated by reference to Exhibit 99.7 of the Amendment No. 3 to the Registration Statement on Form S-3 filed by the Registrant on June 26, 2025).
10.8
Co-Transfer Agency Agreement, dated June 25, 2025, between the Manager and Continental Stock Transfer & Trust Company (incorporated by reference to Exhibit 99.8 of the Amendment No. 3 to the Registration Statement on Form S-3 filed by the Registrant on June 26, 2025).
10.9
Assignment and Assumption Agreement (incorporated by reference to Exhibit 10.1 of the current report on Form 8-K filed by the Registrant on January 3, 2025).
10.10
Coinbase Assignment Agreement (incorporated by reference to Exhibit 10.2 of the current report on Form 8-K filed by the Registrant on January 3, 2025).
10.11
Prime Broker Agreement, dated October 3, 2025, among the Manager, on behalf of itself and the Fund, Coinbase, Inc. and Coinbase Custody Trust Company, LLC (incorporated by reference to Exhibit 10.1 of the current report on Form 8-K filed by the Registrant on October 9, 2025).
10.12
Fund Administration and Accounting Agreement, dated October 9, 2025, between the Fund and the Administrator (incorporated by reference to Exhibit 10.2 of the current report on Form 8-K filed by the Registrant on October 9, 2025).
31.1*
Certification by Principal Executive Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
31.2*
Certification by Principal Financial and Accounting Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
91
32.1*
Certification by Principal Executive Officer Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
32.2*
Certification by Principal Financial and Accounting Officer Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
101.INS*
Inline XBRL Instance Document – the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document.
101.SCH*
Inline XBRL Taxonomy Extension Schema with Embedded Linkbase Documents.
104
Cover Page Interactive Data File—The cover page interactive data file does not appear in the interactive data file because its XBRL tags are embedded within the inline XBRL document.
* Filed herewith.
Portions of this exhibit (indicated by asterisks) have been omitted as the Registrant has determined that (i) the omitted information is not material and (ii) the omitted information is of the type that the Registrant treats as private or confidential.
Item 16. Form 10-K Summary
Not applicable.
92
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned in the capacities* indicated, thereunto duly authorized.
Grayscale Investments Sponsors, LLC
as Manager of Grayscale CoinDesk Crypto 5 ETF
By:
/s/ Peter Mintzberg
Name:
Peter Mintzberg
Title:
Member of the Board of Managers
and Chief Executive Officer (Principal
Executive Officer)*
By:
/s/ Kathryn Masci
Name:
Kathryn Masci
Title:
Member of the Board of Managers and Interim Chief Financial Officer (Principal Financial and Accounting Officer)*
By:
/s/ Craig Salm
Name:
Craig Salm
Title:
Member of the Board of Managers and Chief Legal Officer*
Date: September 3, 2026
* The Registrant is a fund and the persons are signing in their capacities as officers and managers of Grayscale Investments Sponsors, LLC, the Manager of the Registrant.
93
INDEX TO FINANCIAL STATEMENTS
Page
Grayscale CoinDesk Crypto 5 ETF Annual Financial Statements
Reports of Independent Registered Public Accounting Firms (KPMG LLP, PCAOB ID 185 ; Marcum LLP, PCAOB ID 688 )
F- 2
Statements of Assets and Liabilities at June 30, 2026 and 2025
F- 4
Schedules of Investments at June 30, 2026 and 2025
F- 5
Statements of Operations for the Years Ended June 30, 2026, 2025 and 2024
F- 6
Statements of Changes in Net Assets for the Years Ended June 30, 2026, 2025 and 2024
F- 7
Notes to Financial Statements
F- 8
F- 1
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To the Shareholders and Manager of
Grayscale CoinDesk Crypto 5 ETF:
Opinion on the Financial Statements
We have audited the accompanying statements of assets and liabilities of Grayscale CoinDesk Crypto 5 ETF (the Fund), including the schedules of investments as of June 30, 2026 and June 30, 2025, the related statements of operations, and changes in net assets for the years then ended, and the related notes (collectively, the financial statements). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Fund as of June 30, 2026 and June 30, 2025, and the results of its operations and the changes in its net assets for the years then ended, in conformity with U.S. generally accepted accounting principles.
Basis for Opinion
These financial statements are the responsibility of the Fund’s management. Our responsibility is to express an opinion on these financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Fund 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 Fund 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 Fund’s internal control over financial reporting. Accordingly, we express no such 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 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.
/s/ KPMG LLP
We have served as the Fund’s auditor since 2024.
New York, New York
September 3, 2026
F- 2
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To the Shareholders and Manager of
Grayscale CoinDesk Crypto 5 ETF
Opinion on the Financial Statements
We have audited the statements of operations and changes in net assets of Grayscale CoinDesk Crypto 5 ETF (the “Fund”) for the year ended June 30, 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 results of its operations for the year ended June 30, 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 management of the Fund’s Manager, Grayscale Investments Sponsors, LLC. Our responsibility is to express an opinion on the Fund’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 Fund 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 Fund 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 Fund's internal control over financial reporting. Accordingly, we express no such opinion.
Our audit included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audit also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audit provides a reasonable basis for our opinion.
Emphasis of Matter - Investment in Digital Assets
In forming our opinion, we have considered the adequacy of the disclosures included in Note 8 to the financial statements concerning among other things the risks and uncertainties related to the Fund’s investments in digital assets and Incidental Rights or IR Virtual Currency that arise as a result of the Fund’s investments in digital assets. The risks and rewards to be recognized by the Fund associated with its investments in digital assets will be dependent on many factors outside of the Fund’s control. The currently immature nature of the digital asset markets including clearing, settlement, custody and trading mechanisms, the dependency on information technology to sustain digital assets continuity, as well as valuation and volume volatility all subject digital assets to unique risks of theft, loss, or other misappropriation as well as valuation uncertainty. Furthermore, these factors also contribute to the significant uncertainty with respect to the future viability and value of digital assets. Our opinion is not qualified in respect to this matter.
/s/ Marcum LLP
We have served as the Fund’s auditor from 2018 to 2024 (such date takes into account the acquisition of certain assets of Friedman LLP by Marcum LLP effective September 1, 2022).
New York, New York
September 6, 2024
F- 3
GRAYSCALE COINDESK CRYPTO 5 ETF
STATEMENTS OF ASSET S AND LIABILITIES
(Amounts in thousands, except Share and per Share amounts)
June 30,
2026
2025
Assets:
Investments in digital assets, at fair value (cost $ 187,558 and $ 128,652 as of June 30, 2026 and 2025, respectively)
$
308,960
$
777,222
Total assets
$
308,960
$
777,222
Liabilities:
Manager's Fee payable, related party
$
-
$
-
Total liabilities
-
-
Net assets
$
308,960
$
777,222
Shares issued and outstanding, no par value ( unlimited Shares authorized)
11,717,400
15,867,400
Principal Market NAV per Share
$
26.37
$
48.98
See accompanying notes to the financial statements.
F- 4
GRAYSCALE COINDESK CRYPTO 5 ETF
SCHEDULES OF INVESTMENTS
( Amounts in thousands, except quantity of each Fund Component and percentages)
June 30, 2026
Quantity
Cost
Fair Value
% of Net
Assets
Investment in Bitcoin
3,998.60212121
$
113,218
$
234,899
76.03
%
Investment in Ether
24,105.55063863
24,579
38,051
12.32
%
Investment in BNB
26,921.18075122
23,029
14,716
4.76
%
Investment in XRP
12,297,372.840048
11,861
12,829
4.15
%
Investment in SOL
114,989.59779509
14,871
8,465
2.74
%
Total Investments
$
187,558
$
308,960
100.00
%
Net assets
$
308,960
100.00
%
June 30, 2025
Quantity
Cost
Fair Value
% of Net
Assets
Investment in Bitcoin
5,757.74321433
$
70,994
$
620,419
79.83
%
Investment in Ether
35,007.73089383
17,524
88,088
11.33
%
Investment in XRP
16,870,769.902426
10,165
39,140
5.04
%
Investment in SOL
148,399.95605973
18,288
23,417
3.01
%
Investment in ADA
10,440,402.251514
11,681
6,158
0.79
%
Total Investments
$
128,652
$
777,222
100.00
%
Net assets
$
777,222
100.00
%
See accompanying notes to the financial statements.
F- 5
GRAYSCALE COINDESK CRYPTO 5 ETF
STATEMENTS OF OPERATIONS
( Amounts in thousands)
Years Ended June 30,
2026
2025
2024
Investment income:
Investment income
$
-
$
-
$
-
Expenses:
Manager's Fee, related party
7,081
16,133
9,872
Net investment loss
( 7,081
)
( 16,133
)
( 9,872
)
Net realized and unrealized (loss) gain from:
Net realized gain on investments in digital assets sold for rebalancing
11,056
9,271
789
Net realized gain on investments in digital assets sold to pay expenses
5,536
12,995
6,714
Net realized gain on investments in digital assets sold for redemption of Shares
263,871
-
-
Net change in unrealized appreciation/depreciation on investments in digital assets
( 527,166
)
244,133
256,693
Net realized and unrealized (loss) gain on investments
( 246,703
)
266,399
264,196
Net (decrease) increase in net assets resulting from operations
$
( 253,784
)
$
250,266
$
254,324
See accompanying notes to the financial statements.
F- 6
GRAYSCALE COINDESK CRYPTO 5 ETF
STATEMENTS OF CHANG ES IN NET ASSETS
( Amounts in thousands, except change in Shares outstanding)
Years Ended June 30,
2026
2025
2024
(Decrease) increase in net assets from operations:
Net investment loss
$
( 7,081
)
$
( 16,133
)
$
( 9,872
)
Net realized gain on investments in digital assets sold for rebalancing
11,056
9,271
789
Net realized gain on investments in digital assets sold to pay expenses
5,536
12,995
6,714
Net realized gain on investments in digital assets sold for redemption of Shares
263,871
-
-
Net change in unrealized appreciation/depreciation on investments in digital assets
( 527,166
)
244,133
256,693
Net (decrease) increase in net assets resulting from operations
( 253,784
)
250,266
254,324
(Decrease) increase in net assets from capital share transactions:
Shares issued
123,543
-
-
Shares redeemed
( 338,021
)
-
-
Net decrease in net assets resulting from capital share transactions
( 214,478
)
-
-
Total (decrease) increase in net assets from operations and capital share transactions
( 468,262
)
250,266
254,324
Net assets:
Beginning of year
777,222
526,956
272,632
End of year
$
308,960
$
777,222
$
526,956
Change in Shares outstanding:
Shares outstanding at beginning of year
15,867,400
15,867,400
15,867,400
Shares issued
2,790,000
-
-
Shares redeemed
( 6,940,000
)
-
-
Net decrease in Shares
( 4,150,000
)
-
-
Shares outstanding at end of year
11,717,400
15,867,400
15,867,400
See accompanying notes to the financial statements.
F- 7
GRAYSCALE COINDESK CRYPTO 5 ETF
NOTES TO THE FINA NCIAL STATEMENTS
1. Organization
Grayscale CoinDesk Crypto 5 ETF (formerly Grayscale Digital Large Cap Fund LLC) (the “Fund”) was constituted as a Cayman Islands limited liability company on January 25, 2018 (the inception of the Fund) and commenced operations on February 1, 2018. The Fund’s investment objective is to hold the top digital assets by market capitalization that meet certain criteria set by the Fund and for the value of the Shares to reflect the value of such Fund Components at any given time, less the Fund’s expenses and other liabilities. The Fund issues Shares only in one or more blocks of 10,000 Shares (a block of 10,000 Shares is called a “Basket”) only to certain authorized participants (“Authorized Participants”) in exchange for the Fund Components .
The Fund’s registration statement on Form S-3 relating to its continuous public offering of Shares was declared effective by the Securities and Exchange Commission (“SEC”) on September 18, 2025 and the Shares were listed and began trading on NYSE Arca, Inc. (“NYSE Arca”) under the symbol “GDLC” on September 19, 2025 (the “Uplisting Date”).
Historically, from July 1, 2022 through June 5, 2025, the Fund’s digital assets consisted of digital assets that comprised the CoinDesk Large Cap Select Index (the “DLCS”), as rebalanced from time to time, subject to the Manager’s discretion to exclude individual digital assets in certain cases. The DLCS was designed and managed by CoinDesk Indices, Inc. (the “Index Provider”) as discussed in Note 4. Effective June 5, 2025, the Index Provider changed the DLCS to the CoinDesk 5 Index (“CD5” or the “Index”). As a result, effective June 5, 2025, the Fund Components will consist of the digital assets that make up the CD5, as rebalanced from time to time, subject to the Manager’s discretion to exclude individual digital assets in certain rules-based circumstances. The CD5 is designed and managed by the Index Provider, as discussed in Note 4. As of June 30, 2026, the digital assets included in the Fund’s portfolio were: Bitcoin, Ethereum (“Ether”), Solana (“SOL”), XRP, and BNB (collectively, the “Fund Components”). On a quarterly basis during a period beginning 30 days before the last business day of each January, April, July, and October (each such period, an “Index Rebalancing Period”), the Manager performs an analysis and may rebalance the Fund’s portfolio based on these results in accordance with policies and procedures as set forth in the Fund’s Third Amended and Restated Limited Liability Company Agreement (the “LLC Agreement”). The Fund is authorized under the LLC Agreement to create and issue an unlimited number of equal, fractional, undivided interests in the profits, losses, distributions, capital and assets of, and ownership of, the Fund (in minimum baskets of 10,000 Shares, referred to as “Baskets”) in connection with creations. From time to time, the Fund may hold cash in U.S. dollars.
Grayscale Investments, LLC (“GSI”) was the manager of the Fund before January 1, 2025, Grayscale Operating, LLC (“GSO”) was the co-manager of the Fund from January 1, 2025 to May 3, 2025, and Grayscale Investments Sponsors, LLC (“GSIS” or the “Manager”) was the co-manager of the Fund from January 1, 2025 to May 3, 2025 and is the sole remaining manager thereafter. GSI was, and each of GSO and GSIS are, a consolidated subsidiary of Digital Currency Group, Inc. (“DCG”). The Manager is responsible for the day-to-day administration of the Fund pursuant to the provisions of the LLC Agreement. The Manager is responsible for preparing and providing annual and quarterly reports on behalf of the Fund to investors and is also responsible for selecting and monitoring the Fund’s service providers. As partial consideration for the Manager’s services, the Fund pays a fee to the Manager, calculated as 0.59 % of the aggregate value of the Fund’s digital asset holdings, less its liabilities (which include any accrued but unpaid expenses up to, but excluding, the date of calculation), as calculated and published by the Manager or its delegates (the “Manager’s Fee”). The Manager also acts as the sponsor and manager of other single-asset and diversified investment products, each of which is an affiliate of the Fund. Information related to the affiliated investment products can be found on the Manager’s website at www.grayscale.com/resources/regulatory-filings. Any information contained on or linked from such website is not part of nor incorporated by reference into these audited financial statements.
Liquidity Providers facilitate the purchase and sale of Fund Components in connection with cash orders for creations or redemptions of Baskets. The Liquidity Providers with which GSIS , acting in its capacity as the “Liquidity Engager,” will engage in digital asset transactions as third parties that are not affiliated with the Manager or the Fund and are not acting as agents of the Fund, the Manager, or any Authorized Participant. Except for the contractual relationships between each Liquidity Provider and GSIS in its capacity as the Liquidity Engager, there is no contractual relationship between each Liquidity Provider and the Fund, the Manager, or any Authorized Participant. The Liquidity Engager may engage additional Liquidity Providers who are unaffiliated with the Fund in the future.
Coinbase, Inc., is the prime broker (the “Prime Broker”) of the Fund and Coinbase Custody Trust Company, LLC is the custodian (the “Custodian”). The Prime Broker Agreement establishes the rights and responsibilities of the Custodian, the Prime Broker, the Manager and the Fund with respect to the Fund’s Fund Components which are held in accounts maintained and operated by the Custodian, as a fiduciary with respect to the Fund’s assets, and the Prime Broker (together with the Custodian, the “ Custodial Entities ”) on behalf of the Fund. The Custodian is responsible for safeguarding the Fund Components held by the Fund, and holding the private key(s) that provide access to the Fund’s digital wallets and vaults.
The transfer agent for the Fund (the “Transfer Agent”) is The Bank of New York Mellon. The responsibilities of the Transfer Agent are to (1) facilitate the issuance and redemption of shares of the Fund; (2) respond to correspondence by Fund shareholders and others
F- 8
relating to its duties; (3) maintain shareholder accounts; and (4) make periodic reports to the Fund. Effective September 19, 2025, the co-transfer agent for the Fund (the “Co-Transfer Agent”) is Continental Stock Transfer & Trust Company.
The administrator for the Fund (the “Administrator”) is BNY Mellon Asset Servicing, a division of The Bank of New York Mellon. BNY Mellon Asset Servicing provides administration and accounting services to the Fund. The Administrator’s fees are paid on behalf of the Fund by the Manager.
The marketing agent for the Fund (the “Marketing Agent”) is Foreside Fund Services, LLC. Effective June 25, 2025, the Marketing Agent provides the following services to the Manager: (i) assist the Manager in facilitating Participant Agreements between and among Authorized Participants, the Manager, on behalf of the Fund, and the Transfer Agent; (ii) provide prospectuses to Authorized Participants; (iii) work with the Transfer Agent to review and approve orders placed by the Authorized Participants and transmitted to the Transfer Agent; (iv) review and file applicable marketing materials with FINRA and (v) maintain, reproduce and store applicable books and records.
Until September 19, 2025, the Fund’s trading symbol on OTC Markets was “GDLC.” On September 19, 2025, Shares of the Fund began trading on NYSE Arca following the effectiveness of the Fund’s registration statement on Form S-3, as amended (File No. 333-286293). The Fund’s trading symbol on NYSE Arca is “GDLC” and the CUSIP number for its Shares is G40705108.
On July 21, 2020, the Fund registered with the Cayman Islands Monetary Authority (the “Authority”) (reference number: 1688783). Prior to December 28, 2025, the Fund was registered and regulated as a private fund under the Private Funds Act (As Revised) of the Cayman Islands (the “Private Funds Act”). As of December 28, 2025, the Fund’s application to de-register with the Authority was approved and the Fund was de-registered as a private fund under the Private Funds Act.
2. Summary of Significant Accounting Policies
The following is a summary of significant accounting policies followed by the Fund:
The financial statements have been prepared in accordance with generally accepted accounting principles in the United States (“U.S. GAAP”). The Fund qualifies as an investment company for accounting purposes pursuant to the accounting and reporting guidance under Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) Topic 946, Financial Services—Investment Companies . The Fund uses fair value as its method of accounting for digital assets in accordance with its classification as an investment company for accounting purposes. The Fund is not a registered investment company under the Investment Company Act of 1940, as amended (the “Investment Company Act”). U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts in the financial statements and accompanying notes. Actual results could differ from those estimates and these differences could be material.
The Fund conducts its transactions in Fund Components, including receiving Fund Components for the creation of Shares and delivering Fund Components for the redemption of Shares and for the payment of the Manager’s Fee. The Manager will determine the Fund’s net asset value (“NAV”) on each business day as of 4:00 p.m., New York time, or as soon thereafter as practicable.
Principal Market and Fair Value Determination
To determine which market is the Fund’s principal market (or in the absence of a principal market, the most advantageous market) for purposes of calculating the Fund’s net asset value in accordance with U.S. GAAP (“Principal Market NAV”), the Fund follows ASC Topic 820-10, Fair Value Measurement , which outlines the application of fair value accounting. ASC 820-10 determines fair value to be the price that would be received for each Fund Component in a current sale, which assumes an orderly transaction between market participants on the measurement date. ASC 820-10 requires the Fund to assume that each Fund Component is sold in its principal market to market participants or, in the absence of a principal market, the most advantageous market. Market participants are defined as buyers and sellers in the principal or most advantageous market that are independent, knowledgeable, and willing and able to transact.
The Fund only receives Fund Components in connection with a creation order from the Authorized Participant (or a Liquidity Provider) and does not itself transact on any Digital Asset Markets. Therefore, the Fund looks to market-based volume and level of activity for Digital Asset Markets. The Authorized Participant(s), or a Liquidity Provider, may transact in a Brokered Market, a Dealer Market, Principal-to-Principal Markets and Exchange Markets (referred to as “Trading Platform Markets” in this Annual Report), each as defined in the FASB ASC Master Glossary (collectively, “Digital Asset Markets”).
In determining which of the eligible Digital Asset Markets is the Fund’s principal market, the Fund reviews these criteria in the following order:
First, the Fund reviews a list of Digital Asset Markets that maintain practices and policies designed to comply with anti-money laundering and know-your-customer regulations, and non-Digital Asset Trading Platform Markets that the Fund reasonably believes are operating in compliance with applicable law, including federal and state licensing requirements, based upon information and assurances provided to it by each market.
F- 9
Second, the Fund sorts these Digital Asset Markets from high to low by market-based volume and level of activity of each Fund Component traded on each Digital Asset Market in the trailing twelve months.
Third, the Fund then reviews pricing fluctuations and the degree of variances in price on Digital Asset Markets to identify any material notable variances that may impact the volume or price information of a particular Digital Asset Market.
Fourth, the Fund then selects a Digital Asset Market as its principal market based on the highest market-based volume, level of activity and price stability in comparison to the other Digital Asset Markets on the list. Based on information reasonably available to the Fund, Trading Platform Markets have the greatest volume and level of activity for the Fund Components. The Fund therefore looks to accessible Trading Platform Markets as opposed to the Brokered Market, Dealer Market and Principal-to-Principal Markets to determine its principal market for each Fund Component. As a result of the aforementioned analysis, a Trading Platform Market has been selected as the Fund’s principal market for each Fund Component.
The Fund determines its principal market (or in the absence of a principal market the most advantageous market) annually and conducts a quarterly analysis to determine (i) if there have been recent changes to each Digital Asset Market’s trading volume and level of activity in the trailing twelve months, (ii) if any Digital Asset Markets have developed that the Fund has access to, or (iii) if recent changes to each Digital Asset Market’s price stability have occurred that would materially impact the selection of the principal market and necessitate a change in the Fund’s determination of its principal market.
Investment Transactions and Revenue Recognition
The Fund considers investment transactions to be the receipt of Fund Components for Share creations and the delivery of Fund Components for Share redemptions, the payment of expenses in Fund Components or the sale of Fund Components when the Manager rebalances the Fund’s portfolio. The Fund records its investment transactions on a trade date basis and changes in fair value are reflected as net change in unrealized appreciation or depreciation on investments. Realized gains and losses are calculated using the specific identification method. Realized gains and losses are recognized in connection with transactions including settling obligations for the Manager’s Fee and selling Fund Component(s) when the Manager rebalances the Fund’s portfolio.
Fair Value Measurement
Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability (i.e., the ‘exit price’) in an orderly transaction between market participants at the measurement date.
U.S. GAAP utilizes a fair value hierarchy for inputs used in measuring fair value that maximizes the use of observable inputs and minimizes the use of unobservable inputs by requiring that the most observable inputs be used when available. Observable inputs are those that market participants would use in pricing the asset or liability based on market data obtained from sources independent of the Fund. Unobservable inputs reflect the Fund’s assumptions about the inputs market participants would use in pricing the asset or liability developed based on the best information available in the circumstances.
The fair value hierarchy is categorized into three levels based on the inputs as follows:
Level 1—Valuations based on unadjusted quoted prices in active markets for identical assets or liabilities that the Fund has the ability to access. Since valuations are based on quoted prices that are readily and regularly available in an active market, these valuations do not entail a significant degree of judgment.
Level 2—Valuations based on quoted prices in markets that are not active or for which significant inputs are observable, either directly or indirectly.
Level 3—Valuations based on inputs that are unobservable and significant to the overall fair value measurement.
The availability of valuation techniques and observable inputs can vary by investment. To the extent that valuations are based on sources that are less observable or unobservable in the market, the determination of fair value requires more judgment. Fair value estimates do not necessarily represent the amounts that may be ultimately realized by the Fund.
F- 10
Fair Value Measurement Using
(Amounts in thousands)
Amount at
Fair Value
Level 1
Level 2
Level 3
June 30, 2026
Assets
Investment in Bitcoin
$
234,899
$
234,899
$
-
$
-
Investment in Ether
$
38,051
$
38,051
$
-
$
-
Investment in BNB
$
14,716
$
-
$
14,716
$
-
Investment in XRP
$
12,829
$
12,829
$
-
$
-
Investment in SOL
$
8,465
$
8,465
$
-
$
-
$
308,960
$
294,244
$
14,716
$
-
June 30, 2025
Assets
Investment in Bitcoin
$
620,419
$
620,419
$
-
$
-
Investment in Ether
$
88,088
$
88,088
$
-
$
-
Investment in XRP
$
39,140
$
39,140
$
-
$
-
Investment in SOL
$
23,417
$
23,417
$
-
$
-
Investment in ADA
$
6,158
$
6,158
$
-
$
-
$
777,222
$
777,222
$
-
$
-
Segment Reporting
The Chief Executive Officer and Chief Financial Officer of the Manager act as the Fund’s chief operating decision maker (“CODM”). The Fund represents a single operating segment, as the CODM monitors the operating results of the Fund as a whole and the Fund’s passive investment objective is pre-determined in accordance with the terms of the LLC Agreement. The financial information in the form of the Fund’s total returns, expense ratios and changes in net assets (i.e., changes in net assets resulting from operations and capital share transactions), which are used by the CODM to assess the segment’s performance, are consistent with that presented within the Fund’s financial statements. Segment assets are reflected on the accompanying Statements of Assets and Liabilities as Total assets and the only significant segment expense, the Manager’s Fee, related party, is included in the accompanying Statements of Operations.
F- 11
3. Fair Value of Investments in Digital Assets
The Fund Components are held by the Custodian on behalf of the Fund and are carried at fair value. The following table represents the fair value of each Fund Component using the price provided at 4:00 p.m., New York time, by the relevant Digital Asset Trading Platform Market considered to be its principal market, as determined by the Fund:
June 30,
Fund Component
Principal Market
2026
2025
2024
Bitcoin
Crypto.com
$
58,745.18
$
107,753.95
$
61,929.29
Ether
Crypto.com
$
1,578.53
$
2,516.23
$
3,423.00
BNB (5)
Coinbase
$
546.62
N/A
N/A
XRP (1)(2)
Coinbase
$
1.04
$
2.32
$
0.47
SOL (2)
Coinbase
$
73.62
$
157.80
$
144.62
ADA (2)(3)(4)(5)
Coinbase
N/A
$
0.59
N/A
AVAX (1)(4)
Coinbase
N/A
N/A
$
28.47
(1) Effective January 3, 2024, the Manager removed MATIC from the Fund’s portfolio and used the cash proceeds to purchase AVAX and XRP and adjusted the existing Fund Components in proportion to their respective weightings in accordance with the DLCS Methodology. See Note 4. Portfolio Rebalancing for a description of the portfolio rebalancing.
(2) Effective April 4, 2025, the Manager adjusted the Fund’s portfolio by selling the existing Fund Components in proportion to their respective weightings and using the cash proceeds to purchase XRP, SOL, and ADA in accordance with the Fund Construction Criteria. See Note 4. Portfolio Rebalancing for a description of the portfolio rebalancing.
(3) Effective April 2, 2024, the Manager removed ADA from the Fund’s portfolio and used the cash proceeds to purchase the existing Fund Components in proportion to their respective weightings in accordance with the DLCS Methodology. See Note 4. Portfolio Rebalancing for a description of the portfolio rebalancing.
(4) Effective January 3, 2025, the Manager removed AVAX from the Fund’s portfolio and used the cash proceeds to purchase ADA and adjusted the existing Fund Components in proportion to their respective weightings and in accordance with the DLCS Methodology. See Note 4. Portfolio Rebalancing for a description of the portfolio rebalancing.
(5) Effective January 30, 2026, the Manager removed ADA from the Fund’s portfolio and used the cash proceeds to purchase BNB and adjusted the existing Fund Components in proportion to their respective weightings and in accordance with the CD5 Methodology.
F- 12
The following represents the changes in quantity of each Fund Component and their respective fair values:
(Amounts in thousands, except Bitcoin amounts)
Quantity
Fair Value
Bitcoin balance at June 30, 2023
6,230.97866186
$
189,185
Bitcoin contributed
-
-
Net Bitcoin distributed from portfolio rebalancing
( 87.42054382
)
( 2,751
)
Bitcoin distributed for Manager's Fee, related party
( 153.06326914
)
( 6,964
)
Net change in unrealized appreciation/depreciation on investment in Bitcoin
-
180,523
Net realized gain on investment in Bitcoin
-
10,994
Bitcoin balance at June 30, 2024
5,990.49484890
$
370,987
Bitcoin contributed
-
-
Net Bitcoin distributed from portfolio rebalancing
( 86.13516106
)
( 7,792
)
Bitcoin distributed for Manager's Fee, related party
( 146.61647351
)
( 12,294
)
Net change in unrealized appreciation/depreciation on investment in Bitcoin
-
252,302
Net realized gain on investment in Bitcoin
-
17,216
Bitcoin balance at June 30, 2025
5,757.74321433
$
620,419
Bitcoin contributed
998.67136757
92,844
Bitcoin redeemed
( 2,483.24397994
)
( 251,106
)
Net Bitcoin distributed from portfolio rebalancing
( 223.11323913
)
( 19,140
)
Bitcoin distributed for Manager's Fee, related party
( 51.45524162
)
( 5,301
)
Net change in unrealized appreciation/depreciation on investment in Bitcoin
-
( 427,744
)
Net realized gain on investment in Bitcoin sold for rebalancing
-
13,238
Net realized gain on investment in Bitcoin sold to pay expenses
-
4,397
Net realized gain on investment in Bitcoin sold for redemption of Shares
-
207,292
Bitcoin balance at June 30, 2026
3,998.60212121
$
234,899
(Amounts in thousands, except Ether amounts)
Quantity
Fair Value
Ether balance at June 30, 2023
39,445.13266916
$
75,964
Ether contributed
-
-
Net Ether distributed from portfolio rebalancing
( 1,925.59571086
)
( 3,779
)
Ether distributed for Manager's Fee, related party
( 941.94243493
)
( 2,337
)
Net change in unrealized appreciation/depreciation on investment in Ether
-
50,085
Net realized gain on investment in Ether
-
5,272
Ether balance at June 30, 2024
36,577.59452337
$
125,205
Ether contributed
-
-
Net Ether distributed from portfolio rebalancing
( 677.32474886
)
( 2,176
)
Ether distributed for Manager's Fee, related party
( 892.53888068
)
( 2,404
)
Net change in unrealized appreciation/depreciation on investment in Ether
-
( 36,331
)
Net realized gain on investment in Ether
-
3,794
Ether balance at June 30, 2025
35,007.73089383
$
88,088
Ether contributed
6,046.93799093
18,920
Ether redeemed
( 15,046.30034267
)
( 53,643
)
Net Ether distributed from portfolio rebalancing
( 1,590.88275196
)
( 4,488
)
Ether distributed for Manager's Fee, related party
( 311.93515150
)
( 1,074
)
Net change in unrealized appreciation/depreciation on investment in Ether
-
( 57,092
)
Net realized gain on investment in Ether sold for rebalancing
-
3,003
Net realized gain on investment in Ether sold to pay expenses
-
864
Net realized gain on investment in Ether sold for redemption of Shares
-
43,473
Ether balance at June 30, 2026
24,105.55063863
$
38,051
F- 13
(Amounts in thousands, except SOL amounts)
Quantity
Fair Value
SOL balance at June 30, 2023
123,915.89529091
$
2,366
SOL contributed
-
-
Net SOL contributed from portfolio rebalancing
14,724.90144955
1,274
SOL distributed for Manager's Fee, related party
( 3,292.00953097
)
( 292
)
Net change in unrealized appreciation/depreciation on investment in SOL
-
16,330
Net realized loss on investment in SOL
-
( 104
)
SOL balance at June 30, 2024
135,348.78720949
$
19,574
SOL contributed
-
-
Net SOL contributed from portfolio rebalancing
16,607.55009890
2,425
SOL distributed for Manager's Fee, related party
( 3,556.38124866
)
( 597
)
Net change in unrealized appreciation/depreciation on investment in SOL
-
1,849
Net realized loss on investment in SOL
-
166
SOL balance at June 30, 2025
148,399.95605973
$
23,417
SOL contributed
27,479.64303465
3,983
SOL redeemed
( 67,956.37864423
)
( 11,740
)
Net SOL contributed from portfolio rebalancing
8,460.31829535
1,491
SOL distributed for Manager's Fee, related party
( 1,393.94095041
)
( 224
)
Net change in unrealized appreciation/depreciation on investment in SOL
-
( 11,534
)
Net realized loss on investment in SOL sold for rebalancing
-
( 37
)
Net realized gain on investment in SOL sold to pay expenses
-
47
Net realized gain on investment in SOL sold for redemption of Shares
-
3,062
SOL balance at June 30, 2026
114,989.59779509
$
8,465
(Amounts in thousands, except XRP amounts)
Quantity
Fair Value
XRP balance at June 30, 2023
-
$
-
XRP contributed
-
-
Net XRP contributed from portfolio rebalancing
16,922,626.498281
9,882
XRP distributed for Manager's Fee, related party
( 203,318.578941
)
( 111
)
Net change in unrealized appreciation/depreciation on investment in XRP
-
( 1,847
)
Net realized loss on investment in XRP
-
( 7
)
XRP balance at June 30, 2024
16,719,307.919340
$
7,917
XRP contributed
-
-
Net XRP contributed from portfolio rebalancing
573,017.276190
648
XRP distributed for Manager's Fee, related party
( 421,555.293104
)
( 695
)
Net change in unrealized appreciation/depreciation on investment in XRP
-
30,822
Net realized loss on investment in XRP
-
448
XRP balance at June 30, 2025
16,870,769.902426
$
39,140
XRP contributed
3,003,498.52500500
6,599
XRP redeemed
( 7,435,273.66111900
)
( 17,742
)
Net XRP contributed from portfolio rebalancing
11,911.76985100
387
XRP distributed for Manager's Fee, related party
( 153,533.69611500
)
( 384
)
Net change in unrealized appreciation/depreciation on investment in XRP
-
( 28,007
)
Net realized gain on investment in XRP sold for rebalancing
-
379
Net realized gain on investment in XRP sold to pay expenses
-
271
Net realized gain on investment in XRP sold for redemption of Shares
-
12,186
XRP balance at June 30, 2026
12,297,372.84004800
$
12,829
F- 14
(Amounts in thousands, except ADA amounts)
Quantity
Fair Value
ADA balance at June 30, 2023
11,194,902.551275
$
3,195
ADA contributed
-
-
Net ADA distributed from portfolio rebalancing
( 10,984,888.769029
)
( 6,478
)
ADA distributed for Manager's Fee, related party
( 210,013.782246
)
( 89
)
Net change in unrealized appreciation/depreciation on investment in ADA
-
12,051
Net realized loss on investment in ADA
-
( 8,679
)
ADA balance at June 30, 2024
-
$
-
ADA contributed
-
-
Net ADA contributed from portfolio rebalancing
10,568,299.628398
11,727
ADA distributed for Manager's Fee, related party
( 127,897.376884
)
( 96
)
Net change in unrealized appreciation/depreciation on investment in ADA
-
( 5,523
)
Net realized gain on investment in ADA
-
50
ADA balance at June 30, 2025
10,440,402.251514
$
6,158
ADA contributed
1,671,370.544544
834
ADA redeemed
( 4,047,532.126307
)
( 2,646
)
Net ADA distributed from portfolio rebalancing
( 7,988,687.039545
)
( 2,555
)
ADA distributed for Manager's Fee, related party
( 75,553.630206
)
( 55
)
Net change in unrealized appreciation/depreciation on investment in ADA
-
5,524
Net realized loss on investment in ADA sold for rebalancing
-
( 5,468
)
Net realized loss on investment in ADA sold to pay expenses
-
( 28
)
Net realized loss on investment in ADA sold for redemption of Shares
-
( 1,764
)
ADA balance at June 30, 2026
-
$
-
(Amounts in thousands, except BNB amounts)
Quantity
Fair Value
BNB balance at June 30, 2025
-
$
-
BNB contributed
580.43181481
363
BNB redeemed
( 1,775.78503430
)
( 1,144
)
Net BNB contributed from portfolio rebalancing
28,183.66065009
24,305
BNB distributed for Manager's Fee, related party
( 67.12667938
)
( 43
)
Net change in unrealized appreciation/depreciation on investment in BNB
-
( 8,313
)
Net realized loss on investment in BNB sold for rebalancing
( 59
)
Net realized loss on investment in BNB sold to pay expenses
( 15
)
Net realized loss on investment in BNB sold for redemption of Shares
-
( 378
)
BNB balance at June 30, 2026
26,921.18075122
$
14,716
(Amounts in thousands, except MATIC amounts)
Quantity
Fair Value
MATIC balance at June 30, 2023
2,926,029.61320324
$
1,922
MATIC contributed
-
-
Net MATIC distributed from portfolio rebalancing
( 2,887,850.26244458
)
( 2,486
)
MATIC distributed for Manager’s Fee, related party
( 38,179.35075866
)
( 26
)
Net change in unrealized appreciation/depreciation on investment in MATIC
-
565
Net realized gain on investment in MATIC
-
25
MATIC balance at June 30, 2024
-
$
-
F- 15
(Amounts in thousands, except AVAX amounts)
Quantity
Fair Value
AVAX balance at June 30, 2023
-
$
-
AVAX contributed
-
-
Net AVAX contributed from portfolio rebalancing
116,340.93500452
4,338
AVAX distributed for Manager's Fee, related party
( 1,385.27021072
)
( 53
)
Net change in unrealized appreciation/depreciation on investment in AVAX
-
( 1,014
)
Net realized gain on investment in AVAX
-
2
AVAX balance at June 30, 2024
114,955.66479380
$
3,273
AVAX contributed
-
-
Net AVAX distributed from portfolio rebalancing
( 113,418.90243682
)
( 4,832
)
AVAX distributed for Manager's Fee, related party
( 1,536.76235698
)
( 47
)
Net change in unrealized appreciation/depreciation on investment in AVAX
-
1,014
Net realized gain on investment in AVAX
-
592
AVAX balance at June 30, 2025
-
$
-
4. Portfolio Rebalancing
From July 1, 2022 through June 5, 2025, the Fund Components have consisted of the digital assets that make up the DLCS, as rebalanced from time to time, subject to the Manager’s discretion to exclude individual digital assets in certain cases. Effective June 5, 2025, the Index Provider changed the DLCS to the CD5. As a result, effective June 5, 2025, the Fund Components consist of the digital assets that make up the CD5, as rebalanced from time to time, subject to the Manager’s discretion to exclude individual digital assets in certain rules-based circumstances. The CD5 is designed and managed by the Index Provider. The change from DLCS to CD5 on June 5, 2025 had no impact on the Fund Components or the respective weightings.
The process followed by the Index Provider to determine the digital assets included in the CD5 and their respective weightings in the CD5 is referred to as the “CD5 Methodology.” Through the CD5 Methodology, the Fund seeks to (i) provide large-cap coverage of the digital asset market; (ii) minimize transaction costs through low turnover of the Fund’s portfolio; and (iii) create a portfolio that could be replicated through direct purchases in the Digital Asset Market.
Effective June 5, 2025, the Index Provider reviews the CD5 for rebalancing according to the CD5 Methodology quarterly during a period beginning 30 days before the last business day of each January, April, July, and October (each such period, an “Index Rebalancing Period”). At the start of each Index Rebalancing Period, the Index Provider applies the CD5 Methodology to determine any changes to the Index Components and the respective weightings of the Index Components within CD5, as determined by the Index Provider based on market capitalization criteria (the “Index Weightings”), after which the Manager rebalances the Fund’s portfolio accordingly, subject to application of the Exclusion Criteria. In order to rebalance the Fund’s portfolio, the Manager will (i) determine whether any Fund Components have been removed from the CD5 and should therefore be removed as Fund Components, (ii) determine whether any new digital assets have been added to the CD5 and should therefore be included as Fund Components, and (iii) determine how much cash the Fund holds. If a Fund Component is no longer included in the CD5, the Manager will adjust the Fund’s portfolio by selling such Fund Component in the Digital Asset Markets in proportion to their respective fund weightings in the Fund (“Fund Weightings”) and using the cash proceeds to purchase additional tokens of the remaining Fund Components and, if applicable, any new Fund Component in proportion to their respective Fund Weightings. The Fund Weightings of each Fund Component are generally expected to be the same as the weighting of each digital asset in the CD5 except when the Manager exercises its limited discretion to exclude one or more digital assets included in the CD5 from the Fund Components in certain rules-based circumstances, in which case the Fund Weightings are generally expected to be calculated proportionally to the respective Index Weightings for the remaining Index Components. If a digital asset not then included in the Fund’s portfolio is newly eligible for inclusion in the Fund’s portfolio because it was added to the CD5 and not excluded through the Exclusion Criteria, the Manager will adjust the Fund’s portfolio by selling tokens of the then-current Fund Components in the Digital Asset Markets in proportion to their respective Fund Weightings and using the cash proceeds to purchase tokens of the newly eligible digital assets.
From and after June 5, 2025, the Manager rebalances the Fund’s portfolio quarterly during a period beginning on the last business day of each January, April, July and October (each such period, a “Fund Rebalancing Period”). The Manager expects each Fund Rebalancing Period to last between one and five business days. The CD5, and therefore the Fund, may also be rebalanced mid-quarter, prior to the I ndex Rebalancing Period under extraordinary circumstances, if, for example, a digital asset is removed from the Index.
On July 31, 2025, the Index Provider completed the quarterly rebalancing of the CD5 and determined that Bitcoin, Ether, SOL, XRP, and ADA met the inclusion criteria of the CD5 Index. On August 1, 2025, following the rebalancing of the Index, the Manager completed its quarterly review of the Fund’s portfolio and initiated the process of rebalancing the Fund. The Manager adjusted the Fund’s portfolio by purchasing and selling the existing Fund Components in proportion to their respective Fund Weightings. No new tokens were added
F- 16
to or removed from the Fund. On August 1, 2025, following the rebalancing, the Fund recognized a realized gain of $ 1,646,526 in connection with the sale of 11.31358359 Bitcoin and 144.54990172 Ether to purchase 4,425.609104 ADA, 205,224.496447 XRP, and 7,001.82661641 SOL.
On October 31, 2025, the Index Provider completed the quarterly rebalancing of the CD5 and determined that Bitcoin, Ether, SOL, XRP, and ADA met the inclusion criteria of the CD5 Index. On November 3, 2025, following the rebalancing of the Index, the Manager completed its quarterly review of the Fund’s portfolio and initiated the process of rebalancing the Fund. The Manager adjusted the Fund’s portfolio by purchasing and selling the existing Fund Components in proportion to their respective Fund Weightings. No new tokens were added to or removed from the Fund. On November 3, 2025, following the rebalancing, the Fund recognized a realized gain of $ 733,954 in connection with the sale of 4.78193825 Bitcoin and 89.60913703 Ether to purchase 63,421.233419 ADA, 170,269.686220 XRP, and 2,130.77184966 SOL.
On January 30, 2026, the Index Provider completed the quarterly rebalancing of the CD5 and determined that Bitcoin, Ether, SOL, XRP, and BNB met the inclusion criteria of the CD5 Index. On February 2, 2026, following the rebalancing of the Index, the Manager completed its quarterly review of the Fund’s portfolio and initiated the process of rebalancing the Fund. The Manager adjusted the Fund’s portfolio by selling the existing Fund Components in proportion to their respective Fund Weightings and using the cash proceeds to purchase BNB. As a result of the rebalancing, BNB was added to the Fund and ADA was removed from the Fund. On February 2, 2026, following the rebalancing, the Fund recognized a realized gain of $ 8,641,398 in connection with the sale of 206.47731773 Bitcoin, 1,301.89955805 Ether, 486,249.944516 XRP, 2,486.45298163 SOL, and 8,056,533.882068 ADA to purchase 28,432.04456228 BNB.
On April 30, 2026, the Index Provider completed the quarterly rebalancing of the CD5 and determined that Bitcoin, Ether, XRP, BNB and SOL met the inclusion criteria of the CD5 Index. On May 1, 2026, following the rebalancing of the Index, the Manager completed its quarterly review of the Fund’s portfolio and initiated the process of rebalancing the Fund. The Manager adjusted the Fund’s portfolio by purchasing and selling the existing Fund Components in proportion to their respective Fund Weightings. No new tokens were added to or removed from the Fund. On May 1, 2026, following the rebalancing, the Fund recognized a realized gain of $ 35,142 in connection with the sale of 0.54039956 Bitcoin, 54.82415516 Ether, and 248.38391219 BNB to purchase 122,667.531700 XRP, and 1,814.17281091 SOL.
5. Creations and Redemptions of Shares
The Fund creates and redeems Shares from time to time, but only in one or more Baskets issued to the Authorized Participant in exchange for the delivery of tokens of each Fund Component to the Fund, or the distribution of tokens of each Fund Component by the Fund, plus cash representing the U.S. Dollar portion, if any. The amount of tokens of each Fund Component required for each Creation Basket or Redemption Basket is determined by dividing (x) the total amount of tokens of such Fund Component held by the Fund at 4:00 p.m., New York time, on such trade date of a creation or redemption order, after deducting the amount of tokens of each Fund Component payable as the Manager’s Fee and the amount of tokens of such Fund Component payable as a portion of Additional Fund Expenses (as defined in Note 7), by (y) the number of Shares outstanding at such time and multiplying the quotient obtained by 10,000. Each Share represented approximately 0.0003 Bitcoin, 0.0021 Ether, 0.0023 BNB, 1.0495 XRP, and 0.0098 SOL, at June 30, 2026. Each Share represented approximately 0.0004 Bitcoin, 0.0022 Ether, 1.0632 XRP, 0.0094 SOL, and 0.6580 ADA at June 30, 2025. A “Creation Basket” is a Basket of Shares issued by the Fund upon deposits of the Basket Amount required for each such Creation Basket.
On September 18, 2025, in connection with the approval for listing and trading of the Shares of the Fund under Rule 19b-4 of the Securities Exchange Act and the effectiveness of the registration statement on Form S-3, as amended, the Manager authorized the commencement of a redemption program once the registration statement on Form S-3, as amended, was declared effective.
Years Ended June 30,
2026
2025
Activity in Number of Shares Issued and Redeemed:
Shares issued
2,790,000
-
Shares redeemed
( 6,940,000
)
-
Net Change in Number of Shares Issued and Redeemed
( 4,150,000
)
-
Years Ended June 30,
(Amounts in thousands)
2026
2025
Activity in Value of Shares Issued and Redeemed:
Shares issued
$
123,543
$
-
Shares redeemed
( 338,021
)
-
Net Change in Value of Shares Issued and Redeemed
$
( 214,478
)
$
-
F- 17
The Fund Component receivables represent the value of the Fund Components covered by contractually binding orders for the creation of Shares where the digital assets have not yet been transferred to the Fund’s accounts. Generally, ownership of the Fund Components is transferred within no more than two business days of the trade date.
As of June 30,
(Amounts in thousands)
2026
2025
Bitcoin receivable
$
-
$
-
Ether receivable
-
-
BNB receivable
-
-
XRP receivable
-
-
SOL receivable
-
-
ADA receivable
-
-
Total
$
-
$
-
The Fund Component payables represents the value of the Fund Components covered by contractually binding orders for the redemption of Shares where the digital assets have not yet been transferred out of the Fund’s accounts. Generally, ownership of the Fund Components is transferred within no more than two business days of the trade date.
As of June 30,
(Amounts in thousands)
2026
2025
Bitcoin payable
$
-
$
-
Ether payable
-
-
BNB payable
-
-
XRP payable
-
-
SOL payable
-
-
ADA payable
-
-
Total
$
-
$
-
6. Income Taxes
The Government of the Cayman Islands does not, and will not, under existing Cayman law, impose any income, corporate or capital gains tax, estate duty, inheritance tax, gift tax or withholding tax upon the Fund or the shareholders. Interest, dividends and gains payable to the Fund and all distributions by the Fund to shareholders will be received free of any Cayman Islands income or withholding taxes.
The Fund has elected to be treated as a corporation for U.S. federal income tax purposes. The Manager believes that the Fund will not be treated as engaged in a trade or business in the United States and thus will not derive income that is treated as “effectively connected” with the conduct of a trade or business in the United States (“effectively connected income”) under the U.S. Internal Revenue Code of 1986, as amended (the “Code”) and corresponding tax regulations (e.g., including under Sections 861 through 865). There can, however, be no complete assurance in this regard. If the Fund were treated as engaged in a trade or business in the United States, it would be subject to U.S. federal income tax, at the rates applicable to U.S. corporations (currently, at the rate of 21 %), on its net effectively connected income. Any such income might also be subject to U.S. state and local income taxes. In addition, the Fund would be subject to a 30% U.S. branch profits tax in respect of its “dividend equivalent amount,” as defined in Section 884 of the Code, attributable to its effectively connected income (generally, the after-tax amount of certain effectively connected income that is not treated as reinvested in the trade or business).
If the Fund were treated as engaged in a trade or business in the United States during any taxable year, it would be required to file a U.S. federal income tax return for that year, regardless of whether it recognized any effectively connected income. If the Fund did not file U.S. federal income tax returns and were later determined to have engaged in a U.S. trade or business, it would generally not be entitled to offset its effectively connected income and gains against its effectively connected losses and deductions (and, therefore, would be taxable on its gross, rather than net, effectively connected income). If the Fund recognizes any effectively connected income, the imposition of U.S. taxes on such income may have a substantial adverse effect on the return to shareholders.
Due to the new and evolving nature of digital assets and a general absence of clearly controlling authority with respect to digital assets, many significant aspects of the U.S. federal income tax treatment of digital assets (including with respect to the amount, timing, and character of income recognition) are uncertain. The Manager believes that, in general, gains and losses recognized by the Fund from the sale or other disposition of digital assets will be treated as capital gains or losses. However, it is possible that the IRS will not agree with the Fund’s U.S. federal tax treatment of digital assets.
In accordance with U.S. GAAP, the Fund has defined the threshold for recognizing the benefits of tax positions in the financial statements as “more-likely-than-not” to be sustained by the applicable taxing authority and requires measurement of a tax position meeting the “more-likely-than-not” threshold, based on the largest benefit that is more than 50% likely to be realized. Tax positions
F- 18
deemed to meet the “more-likely-than-not” threshold are recorded as a tax benefit in the current period. As of, and during the years ended June 30, 2026, 2025 and 2024, the Fund did not have a liability for any unrecognized tax amounts. However, the Manager’s conclusions concerning its determination of “more likely than not” tax positions may be subject to review and adjustment at a later date based on factors including, but not limited to, further implementation guidance, and ongoing analyses of and changes to tax laws, regulations and interpretations thereof.
The Manager of the Fund has evaluated whether or not there are uncertain tax positions that require financial statement recognition and has determined that no reserves for uncertain tax positions related to federal, state and local income taxes existed as of June 30, 2026 or 2025.
7. Related Parties
The Fund considered the following entities, their directors and certain employees to be related parties of the Fund as of June 30, 2026: DCG, GSO, GSIS, and Grayscale Securities. As of June 30, 2026 and 2025, 709,402 and 1,058,657 Shares of the Fund were held by related parties of the Fund, respectively.
On October 22, 2025, GSO Intermediate Holdings Corporation (“GSOIH”), a Delaware corporation which was the sole managing member of GSO, consummated an internal corporate reorganization (the “Management Reorganization”), pursuant to which GSOIH transferred a portion of its common membership units of GSO for Class A shares of Grayscale Investments, Inc. (“Grayscale Investments”), a Delaware corporation incorporated in connection with the Management Reorganization, and ceded its managing member rights in GSO to Grayscale Investments. As a result of the Management Reorganization, Grayscale Investments is now the sole managing member of GSO, the sole member of the Manager.
On October 22, 2025, as a result of the Management Reorganization, DCG Grayscale Holdco, LLC, the sole stockholder of Grayscale Investments, elected a board of directors (the “Board”) at Grayscale Investments. As a result of the Management Reorganization, the Board of Grayscale Investments was responsible for managing and directing the affairs of the Manager from October 22, 2025 to May 4, 2026 and consisted of Barry Silbert, Mark Shifke, Simon Koster, Peter Mintzberg and Edward McGee, mostly the same members as the board of directors of GSOIH prior to the Management Reorganization.
On May 4, 2026, a Board of Managers of Grayscale Investments Sponsors, LLC (the “Board of Managers”) was created to manage and direct the affairs of the Manager, under authority delegated by the Board. While the Board retains overall oversight of Grayscale Investments and its subsidiaries as a whole, including the Manager, the Board of Managers was granted authority to manage the day-to-day affairs of the Manager under the amended and restated limited liability company agreement of the Manager. From May 4,
2026 until July 2, 2026, the Board of Managers consisted of Peter Mintzberg, Edward McGee, and Craig Salm.
Effective July 2, 2026, Kathryn Masci was appointed to serve as Interim Chief Financial Officer of the Manager. Ms. Masci was appointed as a member of the Board of Managers and as principal financial and accounting officer of the registrant, and Edward McGee stepped down as Chief Financial Officer, principal financial and accounting officer and a member of the Board of Managers. From and after July 2, 2026, the Board of Managers consists of Peter Mintzberg, Kathryn Masci, and Craig Salm. Mr. Mintzberg, Ms. Masci, and Mr. Salm are granted authority to manage the day-to-day affairs of the Manager under the amended and restated limited liability company agreement of the Manager.
On September 18, 2025, the Manager entered into the Third Amended and Restated LLC Agreement in order to reduce the Manager’s Fee to 0.59 %, effective as of the Uplisting Date. As a result, effective September 19, 2025, the Manager’s Fee was lowered from 2.5 % to 0.59 %. The Manager’s Fee accrues daily in U.S. dollars and is payable in Fund Components then held by the Fund in proportion to their respective Fund Component’s Weighting. The U.S. dollar amount of the Manager’s Fee will be converted into Fund Components on a daily basis by multiplying such U.S. dollar amount by the Weighing for each Fund Component and dividing the resulting product for each Fund Component by the U.S. dollar value for such Fund Component on such day. For purposes of these financial statements, the U.S. dollar value of Fund Components is determined by reference to the Digital Asset Trading Platform Market that the Fund considers its principal market as of 4:00 p.m., New York time, on each valuation date.
As partial consideration for receipt of the Manager’s Fee, the Manager is obligated under the LLC Agreement to assume and pay all fees and other expenses incurred by the Fund in the ordinary course of its affairs, excluding taxes, but including Marketing Fees; the Administrator Fee, if any; Custodian Fees; transfer agent fees; the fees and expenses related to the listing, quotation or trading of the Shares on any secondary market (including customary legal, marketing and audit fees and expenses) in an amount up to $ 600,000 in any given fiscal year; ordinary course legal fees and expenses; audit fees; regulatory fees, including, if applicable, any fees relating to the registration of the Shares under the Securities Act of 1933, as amended or the Securities Exchange Act of 1934, as amended; and fees relating to any other regulatory requirements in the Cayman Islands; printing and mailing costs; the costs of maintaining the Fund’s website and applicable license fees (together, the “Manager-paid Expenses”).
The Fund may incur certain extraordinary, non-recurring expenses that are not Manager-paid Expenses, including, but not limited to, taxes and governmental charges, expenses and costs of any extraordinary services performed by the Manager (or any other service provider) on behalf of the Fund to protect the Fund or the interests of shareholders, any indemnification of the Custodian or other agents,
F- 19
service providers or counterparties of the Fund, the fees and expenses related to the listing, quotation or trading of the Shares on any secondary market (including legal, marketing and audit fees and expenses) to the extent exceeding $ 600,000 in any given fiscal year and extraordinary legal fees and expenses, including any legal fees and expenses incurred in connection with litigation, regulatory enforcement or investigation matters (collectively, “Additional Fund Expenses”).
In such circumstances, the Manager or its delegate (i) will instruct the Custodian to withdraw from the Custodial Account of Fund Components (segregated custody accounts to store private keys, which allow for the transfer of ownership or control of the Fund’s digital assets, on the Fund’s behalf) in proportion to their respective Fund Weightings at such time and in such quantity as may be necessary to permit payment of such Additional Fund Expenses and (ii) may either (x) cause the Fund to convert such Fund Components into U.S. dollars or other fiat currencies at the price per single unit of each asset (determined net of any associated fees) at which the Fund is able to sell such asset or (y) when the Manager incurs such expenses on behalf of the Fund, cause the Fund (or its delegate) to deliver such Fund Components in kind to the Manager, in each case in such quantity as may be necessary to permit payment of such Additional Fund Expenses.
For the years ended June 30, 2026, 2025, and 2024, the Fund incurred Manager’s Fees of $ 7,080,084 , $ 16,131,655 and $ 9,872,855 , respectively. As of June 30, 2026, 2025, and 2024 , there were no accrued and unpaid Manager’s Fees. In addition, the Manager may pay Additional Fund Expenses on behalf of the Fund, which are reimbursable by the Fund to the Manager. For the years ended June 30, 2026, 2025, and 2024 , the Manager did no t pay any Additional Fund Expenses on behalf of the Fund.
On March 2, 2022, the board of the Manager approved the purchase by DCG, the indirect parent company of the Manager, of up to an aggregate total of $ 200 million worth of Shares of the Fund and shares of any of the following five investment products the Manager also acts as the sponsor and manager of, including Grayscale Bitcoin Trust ETF (NYSE Arca: GBTC), Grayscale Bitcoin Cash Trust (BCH) (OTCQX: BCHG), Grayscale Ethereum Staking ETF (NYSE Arca: ETHE), Grayscale Ethereum Classic Trust (ETC) (OTCQX: ETCG), and Grayscale Stellar Lumens Trust (XLM) (OTCQX: GXLM). Subsequently, DCG authorized such purchase. The Share purchase authorization does not obligate DCG to acquire any specific number of Shares in any period, and may be expanded, extended, modified, or discontinued at any time. From March 2, 2022 through June 30, 2026, DCG had not purchased any Shares of the Fund.
8. Concentration Risk
The Fund is highly concentrated in Bitcoin and Ether, particularly Bitcoin, and declines in the value of either asset could disproportionately reduce the Fund’s NAV and the value of the Shares. As a result, the Fund’s NAV and the value of the Shares are more sensitive to changes in the value of Bitcoin and Ether, particularly Bitcoin, than to changes in the value of any other Fund Component. Bitcoin and Ether have experienced significant price volatility and declines, and the Fund’s other holdings may not offset losses in either asset. The Fund’s exposure to Bitcoin and Ether may increase or decrease as the Index is rebalanced and may remain highly concentrated. Accordingly, a decline in the value of Bitcoin or Ether could materially and adversely affect the value of the Shares.
F- 20
9. Quarterly Statements of Operations
Fiscal Year Ended June 30, 2026
Three Months Ended
(unaudited)
(Amounts in thousands)
Sept-30, 2025
Dec-31, 2025
Mar-31, 2026
Jun-30, 2026
Year Ended
June 30,
2026
Expenses
Manager's Fee, related party
$
4,972
$
899
$
638
$
572
$
7,081
Net investment loss
$
( 4,972
)
$
( 899
)
$
( 638
)
$
( 572
)
$
( 7,081
)
Net realized and unrealized gain (loss) from:
Net realized gain on investments in digital assets sold for rebalancing
1,648
733
8,643
32
11,056
Net realized gain on investments in digital assets sold to pay expenses
4,232
656
361
287
5,536
Net realized gain on investments in digital assets sold for redemption of Shares
128,667
100,362
25,401
9,441
263,871
Net change in unrealized appreciation/depreciation on investments in digital assets
( 21,466
)
( 283,918
)
( 157,975
)
( 63,807
)
( 527,166
)
Net realized and unrealized gain (loss) on investments
113,081
( 182,167
)
( 123,570
)
( 54,047
)
( 246,703
)
Net increase (decrease) in net assets resulting from operations
$
108,109
$
( 183,066
)
$
( 124,208
)
$
( 54,619
)
$
( 253,784
)
Fiscal Year Ended June 30, 2025
Three Months Ended
(unaudited)
(Amounts in thousands)
Sept-30, 2024
Dec-31, 2024
Mar-31, 2025
Jun-30, 2025
Year Ended
June 30,
2025
Expenses
Manager's Fee, related party
$
3,135
$
4,138
$
4,414
$
4,446
$
16,133
Net investment loss
$
( 3,135
)
$
( 4,138
)
$
( 4,414
)
$
( 4,446
)
$
( 16,133
)
Net realized and unrealized (loss) gain from:
Net realized gain on investments in digital assets sold for rebalancing
778
339
6,905
1,249
9,271
Net realized gain on investments in digital assets sold to pay expenses
2,362
3,369
3,625
3,639
12,995
Net change in unrealized appreciation/depreciation on investments in digital assets
( 20,358
)
232,027
( 141,229
)
173,693
244,133
Net realized and unrealized (loss) gain on investments
( 17,218
)
235,735
( 130,699
)
178,581
266,399
Net (decrease) increase in net assets resulting from operations
$
( 20,353
)
$
231,597
$
( 135,113
)
$
174,135
$
250,266
F- 21
10. Financial Highlights Per Share Performance
Years Ended June 30,
2026
2025
2024
Per Share Data:
Principal Market NAV, beginning of year
$
48.98
$
33.21
$
17.18
Net (decrease) increase in net assets from investment operations
Net investment loss
( 0.54
)
( 1.02
)
( 0.62
)
Net realized and unrealized (loss) gain
( 22.07
)
16.79
16.65
Net (decrease) increase in net assets resulting from operations
( 22.61
)
15.77
16.03
Principal Market NAV, end of year
$
26.37
$
48.98
$
33.21
Total return
- 46.16
%
47.49
%
93.31
%
Ratios to average net assets:
Net investment loss
- 1.23
%
- 2.50
%
- 2.50
%
Expenses
- 1.23
%
- 2.50
%
- 2.50
%
An individual shareholder’s return, ratios, and per Share performance may vary from those presented above based on the timing of Share transactions. The amount shown for a Share outstanding throughout the period may not correlate with the Statement of Operations for the period due to the number of Shares issued in Creations occurring at an operational value derived from an operating metric as defined in the LLC Agreement.
Total return is calculated assuming an initial investment made at the Principal Market NAV at the beginning of the year and assuming redemption on the last day of the year.
11. Indemnifications
In the normal course of business, the Fund enters into certain contracts that provide a variety of indemnities, including contracts with the Manager and affiliates of the Manager, DCG and its officers, directors, employees, subsidiaries and affiliates, and the Custodian as well as others relating to services provided to the Fund. The Fund’s maximum exposure under these and its other indemnities is unknown. However, no liabilities have arisen under these indemnities in the past and, while there can be no assurances in this regard, there is no expectation that any will occur in the future. Therefore, the Manager does not consider it necessary to record a liability in this regard.
12. Subsequent Events
On July 31, 2026, the Index Provider completed the quarterly rebalancing of the CD5 and determined that Bitcoin, Ether, BNB, XRP, and SOL met the inclusion criteria of the CD5 Index. On August 3, 2026, following the rebalancing of the Index, the Manager completed its quarterly review of the Fund’s portfolio and initiated the process of rebalancing the Fund. The Manager adjusted the Fund’s portfolio by purchasing and selling the existing Fund Components in proportion to their respective Fund Weightings. No new tokens were added to or removed from the Fund. As of August 3, 2026, following the rebalancing, the Fund Components consisted of 75.54 % Bitcoin, 13.30 % Ether, 4.64 % BNB, 3.98 % XRP, and 2.54 % SOL, and each of the Fund’s Shares represented 0.0003 Bitcoin, 0.0021 Ether, 0.0023 BNB, 1.0633 XRP, and 0.0099 SOL.
There are no known events that have occurred that require disclosure other than that which has already been disclosed in these notes to the financial statements.
F- 22
Text extracted from the filing as submitted to EDGAR. Formatting, tables and exhibits are simplified for reading; the original document is authoritative for anything you rely on.