Grayscale XRP Trust ETF 10-K

Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations The following discussion and analysis of our financial condition and results of operations should be read together with, and is qualified in its entirety by reference to, our audited financial statements and related notes included elsewhere in this Annual Report, which have been prepared in accordance with generally accepted accounting principles in the United States (“U.S. GAAP”). The following discussion may contain forward-looking statements based on assumptions we believe to be reasonable. Our actual results could differ materially from those discussed in these forward-looking statements. Factors that could cause or contribute to these differences include, but are not limited to, those discussed below and elsewhere in this Annual Report, particularly in “Item 1A. Risk Factors” and “Forward-Looking Statements.” Trust Overview The Trust is a passive entity that is managed and administered by the Sponsor and does not have any officers, directors or employees. The Trust holds XRP and, from time to time on a periodic basis, issues Creation Baskets in exchange for deposits of XRP. On November 21, 2025, in connection with the approval for listing and trading of the Shares of the Trust under the Generic Listing Standards and the effectiveness of the registration statement on Form S-1, as amended (File No. 333-289818), the Sponsor authorized the commencement of a redemption program. Shares of the Trust began trading on NYSE Arca on November 24, 2025, following the effectiveness of the Trust’s registration statement on Form S-1, as amended. The Trust issues Shares only in one or more blocks of 10,000 Shares (a block of 10,000 Shares is called a “Basket”) to certain Authorized Participants from time to time. Baskets are offered in exchange for XRP. Through its redemption program, the Trust redeems Shares from Authorized Participants on an ongoing basis. As a passive investment vehicle, the Trust’s investment objective is for the value of the Shares (based on XRP per Share) to reflect the value of XRP held by the Trust, determined by reference to the Index Price, less the Trust’s expenses and other liabilities. While an investment in the Shares is not a direct investment in XRP, the Shares are designed to provide investors with a cost-effective and convenient way to gain investment exposure to XRP. The Trust is not managed like a business corporation or an active investment vehicle. The Trust will not utilize leverage, derivatives or any similar arrangements in seeking to meet its investment objective. Critical Accounting Policies and Estimates Investment Transactions and Revenue Recognition The Trust considers investment transactions to be the receipt of XRP by the Trust in connection with Share creations and the delivery of XRP by the Trust in connection with Share redemptions or for payment of expenses in XRP. Prior to November 24, 2025, the Trust was not accepting redemption requests, however the Sponsor has since authorized the commencement of the Trust’s redemption program on November 24, 2025 in connection with the uplisting of the Shares to NYSE Arca. The Trust records its investment transactions on a trade date basis and changes in fair value are reflected as net change in unrealized appreciation or depreciation on investments. Realized gains and losses are calculated using the specific identification method. Realized gains and losses are recognized in connection with transactions including settling obligations for the Sponsor’s Fee in XRP. Principal Market and Fair Value Determination To determine which market is the Trust’s principal market (or in the absence of a principal market, the most advantageous market) for purposes of calculating the Trust’s net asset value in accordance with U.S. GAAP (“Principal Market NAV”), the Trust follows Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) Topic 820-10, Fair Value Measurement , which outlines the application of fair value accounting. ASC 820-10 determines fair value to be the price that would be received for XRP in a current sale, which assumes an orderly transaction between market participants on the measurement date. ASC 820-10 requires the Trust to assume that XRP is sold in its principal market to market participants or, in the absence of a principal market, the most advantageous market. Market participants are defined as buyers and sellers in the principal or most advantageous market that are independent, knowledgeable, and willing and able to transact. The Trust only receives XRP in connection with a creation order from the Authorized Participant (or a Liquidity Provider) and does not itself transact on any Digital Asset Markets. Therefore, the Trust looks to market-based volume and level of activity for Digital Asset Markets. The Authorized Participant(s), or a Liquidity Provider, may transact in a Brokered Market, a Dealer Market, Principal-to-Principal Markets and Exchange Markets (referred to as “Trading Platform Markets” in this Annual Report), each as defined in the FASB ASC Master Glossary (collectively, “Digital Asset Markets”). In determining which of the eligible Digital Asset Markets is the Trust’s principal market, the Trust reviews these criteria in the following order: • First, the Trust reviews a list of Digital Asset Markets that maintain practices and policies designed to comply with anti-money laundering (“AML”) and know-your-customer (“KYC”) regulations, and non-Digital Asset Trading Platform Markets that the Trust reasonably believes are operating in compliance with applicable law, including federal and state licensing requirements, based upon information and assurances provided to it by each market. 83 • Second, the Trust sorts these Digital Asset Markets from high to low by market-based volume and level of activity of XRP traded on each Digital Asset Market in the trailing twelve months. • Third, the Trust then reviews pricing fluctuations and the degree of variances in price on Digital Asset Markets to identify any material notable variances that may impact the volume or price information of a particular Digital Asset Market. • Fourth, the Trust then selects a Digital Asset Market as its principal market based on the highest market-based volume, level of activity and price stability in comparison to the other Digital Asset Markets on the list. Based on information reasonably available to the Trust, Trading Platform Markets have the greatest volume and level of activity for the asset. The Trust therefore looks to accessible Trading Platform Markets as opposed to the Brokered Market, Dealer Market and Principal-to-Principal Markets to determine its principal market. As a result of the aforementioned analysis, a Trading Platform Market has been selected as the Trust’s principal market. The Trust determines its principal market (or in the absence of a principal market the most advantageous market) annually and conducts a quarterly analysis to determine (i) if there have been recent changes to each Digital Asset Market’s trading volume and level of activity in the trailing twelve months, (ii) if any Digital Asset Markets have developed that the Trust has access to, or (iii) if recent changes to each Digital Asset Market’s price stability have occurred that would materially impact the selection of the principal market and necessitate a change in the Trust’s determination of its principal market. The cost basis of the XRP received by the Trust in connection with a creation order is recorded by the Trust at the fair value of XRP at 4:00 p.m., New York time, on the creation date for financial reporting purposes. The cost basis recorded by the Trust may differ from proceeds collected by the Authorized Participant from the sale of the corresponding Shares to investors. Investment Company Considerations The Trust is an investment company for U.S. GAAP purposes and follows accounting and reporting guidance in accordance with the FASB ASC Topic 946, Financial Services—Investment Companies . The Trust uses fair value as its method of accounting for XRP in accordance with its classification as an investment company for accounting purposes. The Trust is not a registered investment company under the Investment Company Act. U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts in the financial statements and accompanying notes. Actual results could differ from those estimates and these differences could be material. Review of Financial Results Financial Highlights for the Year Ended December 31, 2025 and the Period from September 5, 2024 (the commencement of the Trust’s operations) to December 31, 2024 (All amounts in the following table and the subsequent paragraphs, except Share, per Share, XRP and price of XRP amounts, are in thousands) Year Ended December 31, 2025 September 5, 2024 (the Commencement of the Trust’s Operations) to December 31, 2024 Net realized and unrealized (loss) gain on investment in XRP $ (37,565 ) $ 7,267 Net (decrease) increase in net assets resulting from operations $ (37,885 ) $ 7,228 Net assets (1) $ 223,364 $ 10,450 (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 XRP on the Digital Asset Trading Platform that the Trust considered its principal market, as of 4:00 p.m., New York time, on the valuation date. Net realized and unrealized loss on investment in XRP for the year ended December 31, 2025 was ($37,565), which includes a realized gain of $197 on the transfer of XRP to pay the Sponsor’s Fee, and net change in unrealized appreciation/depreciation on investment in XRP of ($37,762). Net realized and unrealized loss on investment in XRP for the period was driven by XRP price depreciation from $2.10 per XRP as of December 31, 2024, to $1.83 per XRP as of December 31, 2025. Net decrease in net assets resulting from operations was ($37,885) for the year ended December 31, 2025, which consisted of the net realized and unrealized loss on investment in XRP, plus the Sponsor’s Fee of $320. Net assets increased to $223,364 at December 31, 2025, a 2038% increase for the year. The increase in net assets resulted from the contribution of approximately 117,379,274 XRP with a value of $250,799 to the Trust in connection with Share creations during the period, partially offset by the aforementioned XRP price depreciation, and the withdrawal of approximately 124,960 XRP to pay the foregoing Sponsor’s Fee. 84 Net realized and unrealized gain on investment in XRP for the period from September 5, 2024 (the commencement of the Trust’s operations) to December 31, 2024 was $7,267, which includes a realized gain of $22 on the transfer of XRP to pay the Sponsor’s Fee, and net change in unrealized appreciation/depreciation on investment in XRP of $7,245. Net realized and unrealized gain on investment in XRP for the period was driven by XRP price appreciation from $0.54 per XRP as of September 5, 2024 (the commencement of the Trust’s operations), to $2.10 per XRP as of December 31, 2024. Net increase in net assets resulting from operations was $7,228 for the period from September 5, 2024 (the commencement of the Trust’s operations) to December 31, 2024, which consisted of the net realized and unrealized gain on investment in XRP, less the Sponsor’s Fee of $39. Net assets increased to $10,450 at December 31, 2024. The increase in net assets resulted from the aforementioned XRP price appreciation, the contribution of approximately 5,006,300 XRP with a value of $3,222 to the Trust in connection with Share creations during the period, partially offset by the withdrawal of approximately 30,228 XRP to pay the foregoing Sponsor’s Fee. Cash Resources and Liquidity The Trust only receives and holds cash in order to facilitate creations and redemptions pursuant to Cash Orders, and has not otherwise had or maintained a cash balance at any time since inception. When selling XRP in the Digital Asset Market to pay Additional Trust Expenses on behalf of the Trust, the Sponsor endeavors to sell the exact amount of XRP needed to pay expenses in order to minimize the Trust’s holdings of assets other than XRP. In addition, upon the consummation or deemed failure of a Cash Order to create or redeem Baskets, the Trust will promptly return any excess cash it continues to hold with respect to such Cash Order to the applicable counterparty. As a consequence, the Sponsor expects that the Trust will not record any cash flow from its operations and that its cash balance will be zero at the end of each reporting period. Furthermore, the Trust is not a party to any off-balance sheet arrangements. Generally, the Trust does not intend to hold cash, except in connection with Cash Orders for creations or redemptions of Baskets. Cash includes non-interest bearing non-restricted cash with one institution. Cash in a bank deposit account, at times, may exceed U.S. federally insured limits. The Trust has not experienced any losses in such accounts and does not believe it is exposed to any significant credit risk on such bank deposits. In exchange for the Sponsor’s Fee, the Sponsor has agreed to assume most of the expenses incurred by the Trust. As a result, the only ordinary expense of the Trust expected to be incurred is the Sponsor’s Fee. The Sponsor, from time to time, may temporarily waive all or a portion of the Sponsor’s Fee of the Trust in its discretion for stated periods of time. Effective November 24, 2025, the Sponsor has determined to waive a portion of the Sponsor’s Fee until the earlier of (x) February 25, 2026 and (y) the first date on which the NAV of the Trust exceeds $1.0 billion (such period, the “Fee Waiver Period”). If the Trust’s NAV exceeds $1.0 billion prior to February 25, 2026, the Sponsor’s Fee charged on assets over $1.0 billion would have become 0.35%. All investors will incur the same Sponsor’s Fee, which is the weighted average of those fee rates. Following the expiration of the Fee Waiver Period on February 25, 2026, the effective Sponsor’s Fee is now 0.35%. From November 24, 2025 to December 31, 2025, the Trust’s assets did not exceed $1.0 billion and no Sponsor’s Fee had been incurred. Selected Operating Data As of December 31, 2025 2024 Price of XRP on principal market $ 1.83 $ 2.10 Principal Market NAV per Share (1) $ 35.45 $ 41.67 Principal Market NAV (1) $ 223,363,808 $ 10,449,750 Index Price $ 1.83 $ 2.10 NAV per Share (2) $ 35.46 $ 41.67 NAV (Non-GAAP) (2) $ 223,397,910 $ 10,449,750 (1) The Principal Market NAV and Principal Market NAV per Share are calculated using the fair value of XRP based on the price provided by the Digital Asset Trading Platform that the Trust considered its principal market, as of 4:00 p.m., New York time, on the valuation date. (2) The Trust’s NAV and NAV per Share are derived from the Index Price as represented by the Index as of 4:00 p.m., New York time, on the valuation date. The Trust’s NAV per Share is calculated using a non-GAAP methodology where the price is derived from multiple Digital Asset Trading Platforms. See “Item 1. Business—Overview of the XRP Industry and Market—XRP Value—The Index and the Index Price” for a description of the Index and the Index Price. For accounting purposes, prior to November 24, 2025, the Trust reflected creations and the XRP 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 XRP for proceeds was received. Effective November 24, 2025, the date on which the Shares of the Trust began trading on NYSE Arca, the 85 Trust reflects creations and redemptions and the XRP 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 XRP for proceeds receivable or payable with respect to such creations and redemptions, respectively, are recorded as a receivable or payable until the XRP are delivered or removed from the Trust for settlement. Historical NAV and XRP Prices As movements in the price of XRP will directly affect the price of the Shares, investors should understand recent movements in the price of XRP. Investors, however, should also be aware that past movements in the XRP price are not indicators of future movements. Movements may be influenced by various factors, including, but not limited to, government regulation, security breaches experienced by service providers, as well as political and economic uncertainties around the world. Effective as of November 24, 2025, the Trust established an ongoing share creation and redemption program and the Shares of the Trust were listed to NYSE Arca. Hence, the Trust’s performance for periods prior to November 24, 2025 is not directly comparable to, and should not be used to make conclusions in conjunction with, the Trust’s performance for periods subsequent to November 24, 2025. The following chart illustrates the movement in the Trust’s NAV per versus the Index Price and the Trust’s Principal Market NAV per Share from September 5, 2024 (the commencement of the Trust’s operations) to December 31, 2025. For more information on the determination of the Trust’s NAV, see “Item 1. Business—Overview of the XRP Industry and Market—XRP Value—The Index and the Index Price.” 86 The following table illustrates the movements in the Index Price from September 5, 2024 (the commencement of the Trust’s operations) to December 31, 2025. The Sponsor has not observed a material difference between the Index Price and average prices from the Constituent Trading Platforms individually or as a group. High Low Period Average Index Price Date Index Price Date End of period Last business day September 5, 2024 (the commencement of the Trust’s operations) to December 31, 2024 $ 1.13 $ 2.72 12/2/2024 $ 0.50 11/3/2024 $ 2.10 $ 2.10 Twelve months ended December 31, 2025 $ 2.50 $ 3.55 7/21/2025 $ 1.80 12/18/2025 $ 1.83 $ 1.83 September 5, 2024 (the commencement of the Trust’s operations) to December 31, 2025 $ 2.16 $ 3.55 7/21/2025 $ 0.50 11/3/2024 $ 1.83 $ 1.83 The following table illustrates the movements in the Digital Asset Market price of XRP, as reported on the Trust’s principal market, from September 5, 2024 (the commencement of the Trust’s operations) to December 31, 2025. High Low Period Average Digital Asset Market Price Date Digital Asset Market Price Date End of period Last business day September 5, 2024 (the Commencement of the Trust’s Operations) to December 31, 2024 $ 1.13 $ 2.72 12/2/2024 $ 0.50 11/3/2024 $ 2.10 $ 2.10 Twelve months ended December 31, 2025 $ 2.50 $ 3.55 7/21/2025 $ 1.80 12/18/2025 $ 1.83 $ 1.83 September 5, 2024 (the Commencement of the Trust’s Operations) to December 31, 2025 $ 2.16 $ 3.55 7/21/2025 $ 0.50 11/3/2024 $ 1.83 $ 1.83 87 Effective as of November 24, 2025, the Trust established an ongoing share creation and redemption program and the Shares of the Trust were listed to NYSE Arca. The following chart sets out the historical closing prices for the Shares as reported by NYSE Arca from November 24, 2025 to December 31, 2025 and the Trust’s NAV per Share from November 24, 2025 to December 31, 2025. GXRP Premium/(Discount): GXRP Share Price vs. NAV per Share (Non-GAAP) ($) The following chart sets out the historical premium and discount for the Shares calculated as a percentage of the historical closing prices for the Shares as reported by NYSE Arca from November 24, 2025 to December 31, 2025 divided by the Trust’s NAV per Share from November 24, 2025 to December 31, 2025 . GXRP Premium/(Discount): GXRP Share Price vs. NAV per Share (Non-GAAP) (%) Item 7A. Quantitative and Qualitat ive Disclosures about Market Risk The Trust Agreement does not authorize the Trust to borrow for payment of the Trust’s ordinary expenses. The Trust does not engage in transactions in foreign currencies which could expose the Trust or holders of Shares to any foreign currency related market risk. The Trust does not invest in derivative financial instruments and has no foreign operations or long-term debt instruments. Item 8. Financial Statemen ts and Supplementary Data See Index to Financial Statements on page F-1 for a list of the financial statements being filed therein. 88 Item 9. Changes in and Disagreements with Accou ntants on Accounting and Financial Disclosure There have been no disagreements with accountants on any matter of accounting principles or practices or financial statement disclosures during the year ended December 31, 2025. Item 9A. Control s and Procedures Conclusion Regarding the Effectiveness of Disclosure Controls and Procedures The Trust maintains disclosure controls and procedures that are designed to ensure that information required to be disclosed in its Exchange Act reports is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms, and that such information is accumulated and communicated to the Principal Executive Officer and Principal Financial and Accounting Officer of the Sponsor, and to the audit committee of the Sponsor, as appropriate, to allow timely decisions regarding required disclosure. Under the supervision and with the participation of the Principal Executive Officer and the Principal Financial and Accounting Officer of the Sponsor, the Sponsor conducted an evaluation of the Trust’s disclosure controls and procedures, as defined under Exchange Act Rule 13a-15(e). Based on this evaluation, the Principal Executive Officer and the Principal Financial and Accounting Officer of the Sponsor concluded that, as of December 31, 2025, the Trust’s disclosure controls and procedures were effective. Management’s Report on Internal Control over Financial Reporting This annual report does not include a report of management’s assessment regarding internal control over financial reporting or an attestation report of the Trust’s registered public accounting firm due to a transition period established by rules of the SEC for newly public companies. In addition, 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 Trust’s internal controls over financial reporting that occurred during the Trust’s most recently completed fiscal quarter ended December 31, 2025 that has materially affected, or is reasonably likely to materially affect, these internal controls. Item 9B. Other Information No t applicable. Item 9C. Disclosure Regarding Foreign Jurisdictions that Prevent Inspections Not applicable. 89 PART III Item 10. Directors, Executive Of ficers and Corporate Governance Management of the Sponsor The Trust does not have any directors, officers or employees. Under the Trust Agreement, all management functions of the Trust have been delegated to and are conducted by the Sponsor, its agents and its affiliates, including without limitation, the Custodian and its agents. As officers of the Sponsor, Peter Mintzberg, the principal executive officer of the Sponsor, and Edward McGee, the principal financial and accounting officer of the Sponsor, may take certain actions and execute certain agreements and certifications for the Trust, in their capacity as the principal officers of the Sponsor. As of and prior to December 31, 2024, GSI had a board of directors that was responsible for managing and directing the affairs of the Sponsor. From January 1, 2025 to October 22, 2025, GSO Intermediate Holdings Corporation (“GSOIH”), a Delaware corporation formed in connection with the Reorganization, which was the sole managing member of GSO and an indirect subsidiary of DCG, had a board of directors which was responsible for managing and directing the affairs of the Sponsor. On October 22, 2025, GSOIH consummated an internal corporate reorganization (the “Management Reorganization”), pursuant to which GSOIH transferred a portion of its common membership units of GSO for Class A shares of Grayscale Investments, Inc. (“Grayscale Investments”), a Delaware corporation incorporated in connection with the Management Reorganization, and ceded its managing member rights in GSO to Grayscale Investments. As a result of the Management Reorganization, Grayscale Investments is now the sole managing member of GSO, the sole member of the Sponsor. From and after October 22, 2025, as a result of the Management Reorganization, DCG Grayscale Holdco, LLC (“DCG Holdco”), the sole stockholder of Grayscale Investments, elected a board of directors (the “Board”) at Grayscale Investments. As a result of the Management Reorganization, the Board of Grayscale Investments is responsible for managing and directing the affairs of the Sponsor, and consists of Barry Silbert, Mark Shifke, Simon Koster, Peter Mintzberg, and Edward McGee, the same members as the board of directors of GSOIH prior to the Management Reorganization. Mr. Mintzberg and Mr. McGee also retain the authority granted to them as officers of the Sponsor under the limited liability company agreement of the Sponsor. The Sponsor has an Audit Committee. The Audit Committee has the responsibility for overseeing the financial reporting process of the Trust, including the risks and controls of that process and such other oversight functions as are typically performed by an audit committee of a public company. The Sponsor has a code of ethics (the “Code of Ethics”) that applies to its executive officers and agents. The Code of Ethics is available by writing the Sponsor at 290 Harbor Drive, 4th Floor, Stamford, Connecticut 06902, or calling the Sponsor at (212) 668-1427. The Sponsor’s Code of Ethics is intended to be a codification of the business and ethical principles that guide the Sponsor, and to deter wrongdoing, to promote honest and ethical conduct, to avoid conflicts of interest, and to foster compliance with applicable governmental laws, rules and regulations, the prompt internal reporting of violations and accountability for adherence to this code. Prior to January 1, 2025, references to the “Sponsor” in this section refer to GSI, and thereafter refer to GSO or GSIS, as applicable. In connection with the Reorganization, the former Board of GSI was reconstituted at GSOIH, and in connection with the Management Reorganization, the former board of GSOIH was reconstituted at Grayscale Investments. Prior to January 1, 2025, any references to the “Board” refer to the board of directors of Grayscale Investments, LLC, the former sponsor of the Trust. From January 1, 2025 to October 22, 2025, any references to the “Board” refer to the board of directors of GSOIH. From and after October 22, 2025, any references to the “Board” refer to the board of directors of Grayscale Investments. Barry Silbert, Chairman of the Board Barry Silbert, 49, is the Founder and Chief Executive Officer of DCG and has served as chairman of the Board since August 2025 (previously served as a director and chairman of the Board from February 2020 through December 2023). Until January 2021, Mr. Silbert was the Chief Executive Officer of the Sponsor. A pioneer in blockchain investing, Mr. Silbert established himself in 2012 as one of the earliest and most active investors in the industry. Mr. Silbert founded DCG in 2015 and today, it is one of the world’s most prolific investors in decentralized technologies, backing over 250 early-stage companies in more than 40 countries. Mr. Silbert founded Yuma, a decentralized AI-focused subsidiary of DCG, where he also serves as CEO. Yuma invests in, builds, and scales the Bittensor network. The Sponsor is a consolidated subsidiary of DCG. DCG also owns Foundry, Fortitude, Luno and Yuma. DCG also invests directly in digital currencies and other digital assets. Prior to leading DCG, Mr. Silbert was the founder and CEO of SecondMarket, a venture-backed technology company that was acquired by Nasdaq. Mr. Silbert has received numerous awards and accolades, including being named “Entrepreneur of the Year” by both Ernst & Young and Crain’s, and being selected to Fortune’s prestigious “40 under 40” list. Before becoming an entrepreneur, Mr. Silbert worked as an investment banker. He graduated with honors from the Goizueta Business School of Emory University. 90 Mark Shifke, Board Member Mark Shifke, 66, is the Chief Financial Officer of DCG and has served as a director of the Board since January 2024. Since March 2021, Mr. Shifke has served on the board of directors of Dock Ltd., a full-stack payments and digital banking platform. Since September 2023, Mr. Shifke has served on the board of directors of Luno, a cryptocurrency platform. Mr. Shifke has nearly four decades of financial and fintech experience, and more than eight years of CFO experience leading two publicly-traded companies. Prior to joining DCG, Mr. Shifke served as CFO of Billtrust, a company focused on providing AR and cloud-based solutions around payments, and as CFO of Green Dot (NYSE: GDOT), a mobile banking company and payments platform. Previously, Mr. Shifke led teams at JPMorgan Chase and Goldman Sachs, specializing in M&A Structuring and Advisory, as well as Tax Asset Investments. Mr. Shifke also served as the Head of International Structured Finance Group at KPMG. Mr. Shifke began his career at Davis Polk, where he was a partner. He is a graduate of Tulane University (B.A./J.D.) and the New York University School of Law (LL.M. in Taxation). Simon Koster, Board Member Simon Koster, 44, is the Chief Strategy Officer of DCG and has served as a director of the Board since October 2025. As CSO, Mr. Koster le ads the investment team, managing the portfolio comprised of digital assets, wholly owned subsidiaries, and more than 250 early-stage companies in over 35 nations across the world as of the date of this filing. Prior to his current role, Mr. Koster was the CEO of Real Estate at DCG, spearheading both internal and external real estate ventures. Previously, he served as CEO of The Collective and brings a decade of real estate experience from JDS Development Group, where he was instrumental in the acquisition and development of top-tier residential, hospitality, and mixed-use projects in New York City and Miami. He is a graduate of Rutgers University (B.S.) and holds a Master’s degree in Engineering from the University of Michigan. Mr. Koster has served on the board of directors of Foundry and Luno since 2023. He has served as a director of Fortitude since 2024 and as a director of Yuma since 2025. Each of Foundry, Luno, Fortitude and Yuma are affiliated with the registrant. Peter Mintzberg, Board Member and Chief Executive Officer Peter Mintzberg, 57, has been the Chief Executive Officer of the Sponsor and has served as a director of the Board since August 2024. Mr. Mintzberg joins the Sponsor from Goldman Sachs, where he served as Global Head of Strategy for Asset and Wealth Management. Prior, he held several global leadership roles in Strategy, M&A, and Investor Relations at BlackRock, Apollo, OppenheimerFunds, and Invesco. With deep knowledge across a broad base of client types and asset classes, Mr. Mintzberg has over two decades of experience developing and executing strategy and innovating to drive growth. Mr. Mintzberg started his career working at McKinsey & Co. in New York, San Francisco, and São Paulo, focused on the financial services and technology sectors. Mr. Mintzberg was recognized as a Latino leader in Finance by The Alumni Society in 2018, and was selected as a David Rockefeller Fellow in the 2016-2017 Class by the Partnership for New York City. He earned a bachelor’s degree in engineering from the Universidade Federal Rio de Janeiro, and an MBA from Harvard University. Edward McGee, Board Member and Chief Financial Officer Edward McGee, 42, has been the Chief Financial Officer of the Sponsor since January 2022 and has served as a director of the Sponsor since January 2024. Before serving as CFO, Mr. McGee was Vice President, Finance and Controller of the Sponsor since June 2019. Prior to taking on his role at the Sponsor, Mr. McGee served as a Vice President, Accounting Policy at Goldman, Sachs & Co. providing coverage to their SEC Financial Reporting team facilitating the preparation and review of their financial statements and provided U.S. GAAP interpretation, application and policy development while servicing their Special Situations Group, Merchant Banking Division and Urban Investments Group from 2014 to 2019. From 2011 to 2014, Mr. McGee was an auditor at Ernst & Young providing assurance services to publicly listed companies. Mr. McGee earned his Bachelor of Science degree in accounting from the John H. Sykes College of Business at the University of Tampa and graduated with honors while earning his Master of Accountancy in Financial Accounting from the Rutgers Business School at the State University of New Jersey. Mr. McGee is a Certified Public Accountant licensed in the state of New York. Item 11. Executi ve Compensation Not applicable. Item 12. Security Ownership of Certain Beneficial Ow ners and Management and Related Stockholder Matters Securities Authorized for Issuance under Equity Compensation Plans and Related Stockholder Matters Not applicable. 91 Security Ownership of Certain Beneficial Owners and Management The Trust does not have any directors, officers or employees. The following table sets forth certain information with respect to the beneficial ownership of the Shares for (i) each person that, to the Sponsor’s knowledge based on the records of the Transfer Agent and other ownership information provided to the Sponsor, owns beneficially a significant portion of the Shares; (ii) each director and executive officer of the Sponsor individually; and (iii) all directors and executive officers of the Sponsor as a group. The number of Shares beneficially owned and percentages of beneficial ownership set forth below are based on the number of Shares outstanding as of March 6, 2026. In accordance with the rules of the SEC, beneficial ownership includes voting or investment power with respect to securities. Name and Address of Beneficial Owner Amount and Nature of Beneficial Ownership Percentage of Beneficial Ownership Significant Shareholders: Digital Currency Group, Inc. (1) * * % Directors & Executive Officers of the Sponsor: (2) Barry Silbert (3) * * % Mark Shifke * * % Simon Koster * * % Peter Mintzberg * * % Edward McGee * * % Directors & Executive Officers of the Sponsor as a group * * % (1) Barry Silbert is the Chief Executive Officer of DCG and in such capacity may be deemed to have voting and dispositive power over securities held, directly or indirectly, by such entity. (2) The Trust does not have any directors, officers or employees. Under the Trust Agreement, all management functions of the Trust have been delegated to and are conducted by the Sponsor, its agents and its affiliates. (3) Does not include Shares beneficially owned through DCG. * Represents beneficial ownership of less than 1%. Unless otherwise indicated, the address for each shareholder listed in the table above is c/o Grayscale Investments Sponsors, LLC, 290 Harbor Drive, 4 th Floor, Stamford, Connecticut 06902. Item 13. Certain Relationships and Relate d Transactions and Director Independence General The Sponsor has not established formal procedures to resolve all potential conflicts of interest. Consequently, shareholders may be dependent on the good faith of the respective parties subject to such conflicts to resolve them equitably. Although the Sponsor attempts to monitor these conflicts, it is extremely difficult, if not impossible, for the Sponsor to ensure that these conflicts do not, in fact, result in adverse consequences to the Trust. The Sponsor presently intends to assert that shareholders have, by subscribing for Shares of the Trust, consented to the following conflicts of interest in the event of any proceeding alleging that such conflicts violated any duty owed by the Sponsor to investors. Digital Currency Group, Inc. DCG is (i) the indirect parent company of the Sponsor, (ii) the indirect parent company of Grayscale Securities, the Authorized Participant from October 3, 2022 through November 21, 2025, and (iii) a minority interest holder in Kraken, one of the Digital Asset Trading Platforms included in the Index, representing less than 1.0% of its equity. DCG has investments in a large number of digital assets and companies involved in the digital asset ecosystem, including trading platforms and custodians. DCG’s positions on changes that should be adopted in the XRP Network could be adverse to positions that would benefit the Trust or its shareholders. Additionally, before or after a hard fork, DCG’s position regarding which fork among a group of incompatible forks of the XRP Network should be considered the “true” XRP Network could be adverse to positions that would most benefit the Trust. 92 The Sponsor The Sponsor has a conflict of interest in allocating its own limited resources among, when applicable, different clients and potential future business ventures, to each of which it owes fiduciary duties. Additionally, the professional staff of the Sponsor also services other affiliates of the Trust, including several other digital asset investment vehicles, and their respective clients. Although the Sponsor and its professional staff cannot and will not devote all of its or their respective time or resources to the management of the affairs of the Trust, the Sponsor intends to devote, and to cause its professional staff to devote, sufficient time and resources to manage properly the affairs of the Trust consistent with its or their respective fiduciary duties to the Trust and others. The Sponsor and Grayscale Securities are affiliates of each other, and the Sponsor may engage other affiliated service providers in the future. Because of the Sponsor’s affiliated status, it may be disincentivized from replacing affiliated service providers. In connection with this conflict of interest, shareholders should understand that affiliated service providers will receive fees for providing services to the Trust. Clients of the affiliated service providers may pay commissions at negotiated rates which are greater or less than the rate paid by the Trust. The Sponsor and any affiliated service provider may, from time to time, have conflicting demands in respect of their obligations to the Trust and, in the future, to other clients. It is possible that future business ventures of the Sponsor and affiliated service providers may generate larger fees, resulting in increased payments to employees, and therefore, incentivizing the Sponsor and/or the affiliated service providers to allocate its/their limited resources accordingly to the potential detriment of the Trust. There is an absence of arm’s length negotiation with respect to some of the terms of the Trust, and, where applicable, there has been no independent due diligence conducted with respect to the Trust. The Sponsor will, however, not retain any affiliated service providers for the Trust which the Sponsor has reason to believe would knowingly or deliberately favor any other client over the Trust. Authorized Participants From September 5, 2024 (the commencement of the Trust’s operations) to November 21, 2025, Grayscale Securities, an affiliate of the Trust and the Sponsor, was the Authorized Participant. Effective November 24, 2025, the Sponsor, on behalf of the Trust, and the Transfer Agent entered into Participant Agreements with Jane Street Capital, LLC, Virtu Americas LLC, Macquarie Capital (USA) Inc., and ABN AMRO Clearing USA LLC, pursuant to which such entities have agreed to act as Authorized Participants. The Sponsor may engage additional Authorized Participants who are unaffiliated with the Trust in the future. Proprietary Trading/Other Clients Because the officers of the Sponsor may trade XRP for their own personal trading accounts (subject to certain internal trading policies and procedures) at the same time as they are managing the account of the Trust, the activities of the officers of the Sponsor, subject to their fiduciary duties, may, from time-to-time, result in their taking positions in their personal trading accounts which are opposite of the positions taken for the Trust. Records of the Sponsor’s officers’ personal trading accounts will not be available for inspection by shareholders. Item 14. Principal Accou ntant Fees and Services Fees for services performed by KPMG, LLP (“KPMG”) for the year ended December 31, 2025 and the period from September 5, 2024 (the commencement of the Trust’s operations) to December 31, 2024 were: Year Ended December 31, 2025 September 5, 2024 (the Commencement of the Trust’s Operations) to December 31, 2024 Audit fees $ 130,000 $ 67,600 Total $ 130,000 $ 67,600 In the table above, in accordance with the SEC’s definitions and rules, Audit Fees are fees paid to KPMG for professional services for the audit of the Trust’s financial statements included in the annual report on Form 10-K and review of financial statements included in the quarterly reports on Form 10-Q, and for services that are normally provided by the accountants in connection with regulatory filings or engagements. Pre-Approved Policies and Procedures The Trust has no board of directors, and as a result, has no audit committee or pre-approval policy with respect to fees paid to its principal accounting firm. Such determinations, including for the fiscal year ended December 31, 2025, are made by the Board and Audit Committee. Prior to January 1, 2025, “Board” refers to the board of directors of Grayscale Investments, LLC, the former Sponsor 93 of the Trust. From January 1, 2025, to October 22, 2025, “Board” refers to the board of directors of GSOIH. From and after October 22, 2025, “Board” refers to the board of directors of Grayscale Investments. 94 PART IV Item 15. Exhibits and Fina ncial Statements Schedules 1. Financial Statements See Index to Financial Statements on Page F-1 for a list of the financial statements being filed herein. 2. Financial Statement Schedules Schedules have been omitted since they are either not required, not applicable, or the information has otherwise been included. 3. Exhibits Exhibit Number Exhibit Description 3.1 Certificate of Trust (incorporated by reference to Exhibit 3.1 of the Registration Statement on Form S-1 filed by the Registrant on August 22, 2025). 3.2* Certificate of Amendment to Certificate of Trust. 4.1 Amended and Restated Declaration of Trust and Trust Agreement (incorporated by reference to Exhibit 4.1 of the Registration Statement on Form S-1 filed by the Registrant on October 10, 2025). 4.2 Amendment No. 1 to the Amended and Restated Declaration of Trust and Trust Agreement (incorporated by reference to Exhibit 4.1 of the Post-Effective Amendment No. 1 of the Registration Statement on Form S-1 filed by the Registrant on November 24, 2025). 4.3 Form of Participant Agreement (incorporated by reference to Exhibit 4.2 of the Registration Statement on Form S-1 filed by the Registrant on October 10, 2025). 4.3* Description of Registrant’s Securities. 10.1† Prime Broker Agreement, dated as of October 3, 2025, by and among the Sponsor and the Prime Broker, on behalf of itself and as agent for the Custodian and Coinbase Credit (incorporated by reference to Exhibit 10.1 of the Registration Statement on Form S-1 filed by the Registrant on October 10, 2025). 10.2† Fund Administration and Accounting Agreement, dated October 9, 2025, between the Trust and the Administrator (incorporated by reference to Exhibit 10.2 of the Registration Statement on Form S-1 filed by the Registrant on November 3, 2025). 10.3† Marketing Agent Agreement, dated October 22, 2025, between the Sponsor and the Marketing Agent (incorporated by reference to Exhibit 10.6 of the Registration Statement on Form S-1 filed by the Registrant on November 3, 2025) 10.4† Index License Agreement, dated February 1, 2022, between the Sponsor and the Index Provider (incorporated by reference to Exhibit 10.3 of the Registration Statement on Form S-1 filed by the Registrant on August 22, 2025). 10.5† Amendment No. 1 to the Index License Agreement, dated June 20, 2023, between the Sponsor and the Index Provider (incorporated by reference to Exhibit 10.4 of the Registration Statement on Form S-1 filed by the Registrant on August 22, 2025). 10.6† Amendment No. 6 to the Index License Agreement dated March 1, 2025, between the Sponsor and Index Provider (incorporated by reference to Exhibit 10.5 of the Registration Statement on Form S-1 filed by the Registrant on August 22, 2025). 10.7† Transfer Agency and Service Agreement, dated October 9, 2025 (incorporated by reference to Exhibit 10.7 of the Registration Statement on Form S-1 filed by the Registrant on November 3, 2025). 10.8† Co-Transfer Agency Agreement, dated October 9, 2025, between the Sponsor and Continental Stock Transfer & Trust Company (incorporated by reference to Exhibit 10.8 of the Registration Statement on Form S-1 filed by the Registrant on November 3, 2025). 10.9† Assignment and Assumption Agreement (incorporated by reference to Exhibit 10.9 of the Registration Statement on Form S-1 filed by the Registrant on August 22, 2025). 10.10† Coinbase Assignment Agreement (incorporated by reference to Exhibit 10.10 of the Registration Statement on Form S-1 filed by the Registrant on August 22, 2025). 10.11†* Master Services Agreement, dated August 8, 2020, between Sponsor and the Secondary Index Provider. 95 31.1* Certification by Principal Executive Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. 31.2* Certification by Principal Financial and Accounting Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. 32.1* Certification by Principal Executive Officer Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. 32.2* Certification by Principal Financial and Accounting Officer Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. 97.1* Recovery of Erroneously Awarded Compensation Policy. 101.INS* Inline XBRL Instance Document – the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document. 101.SCH* Inline XBRL Taxonomy Extension Schema With Embedded Linkbase Documents. 104 Cover Page Interactive Data File—The cover page interactive data file does not appear in the interactive data file because its XBRL tags are embedded within the inline XBRL document. * Filed herewith. † Portions of this exhibit (indicated by asterisks) have been omitted as the Registrant has determined that (i) the omitted information is not material and (ii) the omitted information is of the type that the Registrant treats as private or confidential. Item 16. Form 10-K Summary Not applicable. 96 Glossary of D efined Terms In this Annual Report, each of the following quoted terms has the meanings set forth after such term: “ Actual Exchange Rate ”—With respect to any particular asset, at any time, the price per single unit of such asset (determined net of any associated fees) at which the Trust is able to sell such asset for U.S. dollars (or other applicable fiat currency) at such time to enable the Trust to timely pay any Additional Trust Expenses, through use of the Sponsor’s commercially reasonable efforts to obtain the highest such price. “ Actual Execution Cash Order ”—A Cash Order pursuant to which any price differential between (x) the Total Basket NAV on the trade date and (y) the price realized in acquiring or disposing of the corresponding Total Basket Amount, as the case may be, will be borne solely by the Authorized Participant. “ Additional Creation Cash ”—In connection with a creation pursuant to an Actual Execution Cash Order, the amount of additional cash required to be delivered by the Authorized Participant in the event the price realized in acquiring the corresponding Total Basket Amount is higher than the Total Basket NAV on the trade date. “ Additional Redemption Cash ”—In connection with a redemption pursuant to an Actual Execution Cash Order, the amount of additional cash to be delivered to the Authorized Participant in the event the price realized in disposing the corresponding Total Basket Amount is higher than the Total Basket NAV on the trade date. “ Additional Trust Expenses ”—Together, any expenses incurred by the Trust in addition to the Sponsor’s Fee that are not Sponsor-paid Expenses, including, but not limited to, (i) taxes and governmental charges, (ii) expenses and costs of any extraordinary services performed by the Sponsor (or any other service provider) on behalf of the Trust to protect the Trust or the interests of shareholders, (iii) any indemnification of the Custodian or other agents, service providers or counterparties of the Trust, (iv) the fees and expenses related to the listing, quotation or trading of the Shares on any Secondary Market (including legal, marketing and audit fees and expenses) to the extent exceeding $600,000 in any given fiscal year and (v) extraordinary legal fees and expenses, including any legal fees and expenses incurred in connection with litigation, regulatory enforcement or investigation matters. “ Administrator ”— The Bank of New York Mellon, a New York corporation authorized to conduct banking business. “ Administrator Fee ”—The fee payable to any administrator of the Trust for services it provides to the Trust, which the Sponsor will pay such administrator as a Sponsor-paid Expense. “ Affirmative Action ”—A decision by the Trust to acquire or abandon specific Incidental Rights and IR Virtual Currency at any time prior to the time of a creation or redemption of Shares. “ AML ”—Anti-money laundering. “ AP Designee ”— An Authorized Participant’s designee in connection with In-Kind Orders (to the extent Authorized Participants enter into or amend their respective Participant Agreements to provide for in-kind creations and redemptions). “ Authorized Participant ”— Certain eligible financial institutions that have entered into an agreement with the Trust and the Sponsor concerning the creation or redemption of Shares. Each Authorized Participant (i) is a registered broker-dealer and (ii) has entered into a Participant Agreement with the Sponsor and the Transfer Agent. Subject to the Sponsor causing the Trust to create and redeem Shares via in-kind transactions with Authorized Participants, in the future any Authorized Participants creating and redeeming Shares through In-Kind Orders must also own, or their AP Designee (as defined above) must own, a digital wallet address that is known to the Custodian as belonging to the Authorized Participant or its AP Designee and maintain an account with the Custodian. “ Basket ”—A block of 10,000 Shares. “ Basket Amount ”—On any trade date, the amount of XRP required as of such trade date for the creation or redemption of a Basket, as determined by dividing (x) the amount of XRP owned by the Trust at 4:00 p.m., New York time, on such trade date, after deducting the amount of XRP representing the U.S. dollar value of accrued but unpaid fees and expenses of the Trust (converted using the Index Price at such time, and carried to the eighth decimal place), by (y) the number of Shares outstanding at such time (with the quotient so obtained calculated to one one-hundred-millionth of one XRP (i.e., carried to the eighth decimal place)), and multiplying such quotient by 10,000. 97 “ Basket NAV ”— The U.S. dollar value of a Basket calculated by multiplying the Basket Amount by the Index Price as of the trade date. “ Binance ”—Binance Holdings Ltd. “ Bitcoin” —A type of digital asset based on an open-source cryptographic protocol existing on the Bitcoin Network. “ Bitcoin Network ”—The online, end-user-to-end-user network hosting the public transaction ledger, known as the Blockchain, and the source code comprising the basis for the cryptographic and algorithmic protocols governing the Bitcoin Network. “ Blockchain ” or “ XRP Blockchain ”—The public transaction ledger of the XRP Network on which transactions in XRP are recorded. “ Board ”—Board of Directors of Grayscale Investments, Inc., which, as of October 22, 2025, and pursuant to the Management Reorganization, manages and directs the affairs of the Sponsor. Prior to January 1, 2025, any references to the "Board" refer to the board of directors of Grayscale Investments, LLC, the former Sponsor of the Trust. From January 1, 2025, to October 22, 2025, any references to the "Board" refer to the board of directors of GSOIH. From and after October 22, 2025, any references to the "Board" refer to the board of directors of Grayscale Investments. “ Cash Account ”—The segregated account maintained by the Transfer Agent in the name of the Trust for purposes of receiving cash from Authorized Participants in connection with creations of Shares and distributing cash to Authorized Participants in connection with redemptions of Shares. “ Cash Order ”—An order for the creation or redemption of Shares pursuant to procedures facilitated by the Transfer Agent and pursuant to which a Liquidity Provider is engaged to facilitate the purchase or sale of XRP. A Cash Order may be executed as either a Variable Fee Cash Order or an Actual Execution Cash Order. Unless the Sponsor determines otherwise in its sole discretion based on market conditions and other factors existing at the time of such Cash Order, all creations and redemptions pursuant to Cash Orders are expected to be executed as Variable Fee Cash Orders. “ CDI ”—CoinDesk Indices, Inc., with its affiliates, including CC Data Limited. “ CEA ”—Commodity Exchange Act of 1936, as amended. “ CFPB ”—The Consumer Financial Protection Bureau. “ CFTC ”—The U.S. Commodity Futures Trading Commission, an independent agency with the mandate to regulate commodity futures and option markets in the United States. “ CME ”—The Chicago Mercantile Exchange. “ Code ”—The U.S. Internal Revenue Code of 1986, as amended. “ Coinbase ”—Coinbase, Inc. “ Coinbase Credit ”—Coinbase Credit, Inc. “ Co-Transfer Agent ”—Continental Stock Transfer & Trust Company. “ Covered Person ”—The Sponsor and its affiliates. See “Item 1. Business—Description of the Trust Agreement—The Sponsor—Liability of the Sponsor and Indemnification.” “ Creation Basket ”—Basket of Shares issued by the Trust upon deposit of the Basket Amount required for each such Creation Basket. “ Creation Time ”—With respect to the creation of any Shares by the Trust, the time at which the Trust creates such Shares. “ Custodial and Prime Broker Services ”—The services of the Custodian and the Prime Broker that provide for: (i) holding of the Trust’s XRP in the Vault Balance and the Settlement Balance; (ii) transfer of the Trust’s XRP between the relevant Vault Balance and the Settlement Balance; (iii) the deposit of XRP from a public blockchain address into the respective account or accounts in which 98 the Vault Balance or the Settlement Balance are maintained; and (iv) the withdrawal of XRP from the Vault Balance to a public blockchain address the Trust controls. “ Custodial Entities ”—The Prime Broker, together with the Custodian. “ Custodian ”—Coinbase Custody Trust Company, LLC. “ Custodian Fee ”—Fee payable to the Custodian and the Prime Broker for services they provide to the Trust, which the Sponsor shall pay to the Custodian and the Prime Broker as a Sponsor-paid Expense. “ DCG ”—Digital Currency Group, Inc. “ DCG Holdco ”—DCG Grayscale Holdco, LLC. “ DCM ”—A designated contract market, which is a board of trade (commonly referred to as an exchange) that operates under the regulatory oversight of the CFTC. “ Digital Asset Market ”—A “Brokered Market,” “Dealer Market,” “Principal-to-Principal Market” or “Exchange Market” (referred to as “Trading Platform Market” in this Annual Report), as each such term is defined in the Financial Accounting Standards Board Accounting Standards Codification Master Glossary. “ Digital Asset Trading Platform ”—An electronic marketplace where trading platform participants may trade, buy and sell XRP based on bid-ask trading. The largest Digital Asset Trading Platforms are online and typically trade on a 24-hour basis, publishing transaction price and volume data. “ Digital Asset Trading Platform Market ”—The global trading platform market for the trading of XRP, which consists of transactions on electronic Digital Asset Trading Platforms. “ DSTA ”—The Delaware Statutory Trust Act, as amended. “ DTC ”—The Depository Trust Company. DTC is a limited purpose trust company organized under New York law, a member of the U.S. Federal Reserve System and a clearing agency registered with the SEC. DTC will act as the securities depository for the Shares. “ Excess Creation Cash ”—In connection with a creation pursuant to an Actual Execution Cash Order, the amount of excess cash to be returned to the Authorized Participant in the event the price realized in acquiring the corresponding Total Basket Amount is lower than the Total Basket NAV on the trade date. “ Exchange Act ”—The Securities Exchange Act of 1934, as amended. “ FDIC ”—The Federal Deposit Insurance Corporation. “ Fee Waiver Period ”—The period from November 24, 2025 until the earlier of (x) February 25, 2026 and (y) the first date on which the NAV of the Trust exceeds $1.0 billion. “ FinCEN ”—The Financial Crimes Enforcement Network, a bureau of the U.S. Department of the Treasury. “ FINRA ”—The Financial Industry Regulatory Authority, Inc., which is the primary regulator in the United States for broker-dealers, including Authorized Participants. “ FSMA ”—The Financial Services and Markets Act 2023. “ FTX ”—FTX Trading Ltd. “ Grayscale Investments ”—Grayscale Investments, Inc., a Delaware corporation and a consolidated subsidiary of DCG. “ Grayscale Securities ”—Grayscale Securities, LLC, a consolidated subsidiary of Grayscale Operating, LLC, and GSO thereafter, which served as the Authorized Participant from October 3, 2022 through November 21, 2025. 99 “ GSI ”—Grayscale Investments, LLC, the Sponsor of the Trust until December 31, 2024. “ GSIS ”—Grayscale Investments Sponsors, LLC, a Delaware limited liability company and a consolidated subsidiary of Grayscale Operating, LLC. “ GSO ”—Grayscale Operating, LLC, a Delaware limited liability company and a consolidated subsidiary of DCG. “ GSOIH ”—GSO Intermediate Holdings Corporation, a Delaware corporation and a consolidated subsidiary of DCG. “ ICE ”—Intercontinental Exchange. “ Incidental Rights ”—Rights to acquire, or otherwise establish dominion and control over, any virtual currency or other asset or right, which rights are incident to the Trust’s ownership of XRP and arise without any action of the Trust, or of the Sponsor or Trustee on behalf of the Trust. “ Index ”—The CoinDesk XRP Benchmark Rate (formerly known as the CoinDesk XRP CCIXber Reference Rate). From the commencement of the Trust’s operations until September 30, 2025, the Index was the CoinDesk Ripple Price Index (XRX). “ Index License Agreement ”—The license agreement, dated as of February 1, 2022, between the Index Provider and the Sponsor governing the Sponsor’s use of the Index for calculation of the Index Price, as amended from time to time. “ Index Price ”—The U.S. dollar value of an XRP derived from the Digital Asset Trading Platforms that are reflected in the Index, calculated at 4:00 p.m., New York time, on each business day. See “Item 1. Business—Overview of the XRP Industry and Market—XRP Value—The Index and the Index Price” for a description of how the Index Price is calculated. For purposes of the Trust Agreement, the term XRP Index Price shall mean the Index Price as defined herein. “ Index Provider ”—CoinDesk Indices, Inc., a Delaware corporation that publishes the Index. “ In-Kind Order ”—An order for the creation or redemption of Shares pursuant to which the Authorized Participant (or its AP Designee) will deliver or receive XRP directly from the Trust’s Vault Balance. At this time, the Trust is not permitted to create or redeem Shares through In-Kind Orders. “ Investment Advisers Act ”—Investment Advisers Act of 1940, as amended. “ Investment Company Act ”—Investment Company Act of 1940, as amended. “ Investor ”—Any investor that has entered into a subscription agreement with an Authorized Participant, pursuant to which such Authorized Participant will act as agent for the investor. “ IR Virtual Currency ”—Any virtual currency tokens, or other asset or right, acquired by the Trust through the exercise (subject to the applicable provisions of the Trust Agreement) of any Incidental Right. “ IRS ”—The U.S. Internal Revenue Service, a bureau of the U.S. Department of the Treasury. “ ISG ”—The Intermarket Surveillance Group. “ KYC ”—Know-your-customer. “ Ledger ” or “ XRP Ledger ”—The public transaction ledger of the XRP on which transactions in XRP are recorded. “ Layer 1 ”—The underlying smart contract platform blockchain on which a digital asset functions. “ Layer 2 ” —Protocols built on top of an underlying smart contract platform blockchain intended to provide scalability to the underlying blockchain by increasing transaction efficiency. “Liquidity Engager” —Until December 31, 2024, Grayscale Investments, LLC, and on or after January 1, 2025, Grayscale Investments Sponsors, LLC, in each case acting other than in its capacity as Sponsor, and in its capacity to engage one or more Liquidity Providers. 100 “Liquidity Provider” —One or more eligible companies that facilitate the purchase and sale of XRP in connection with creations or redemptions pursuant to Cash Orders. The Liquidity Providers with which Grayscale Investments Sponsors, LLC, acting in its capacity as the Liquidity Engager, will engage in XRP transactions are third parties that are not affiliated with the Sponsor or the Trust and are not acting as agents of the Trust, the Sponsor, or any Authorized Participant. Except for the contractual relationships between each Liquidity Provider and Grayscale Investments Sponsors, LLC in its capacity as the Liquidity Engager, there is no contractual relationship between each Liquidity Provider and the Trust, the Sponsor or any Authorized Participant. “ Management Reorganization ”—An internal corporate reorganization consummated on October 22, 2025. As a result of the Management Reorganization, Grayscale Investments is now the sole managing member of GSO, the sole member of the Sponsor, and the Board of Grayscale Investments is responsible for managing and directing the affairs of the Sponsor. “Marketing Agent” — Foreside Fund Services, LLC. “ Marketing Agent Agreement ”—An agreement entered into by the Sponsor, on behalf of the Trust, dated October 22, 2025, with Foreside Fund Services, LLC. “ Marketing Fee ”—Fee payable to the marketer for services it provides to the Trust, which the Sponsor will pay to the marketer as a Sponsor-paid Expense. “ Merger ”—The merger of Grayscale Investments, LLC with and into Grayscale Operating, LLC, with Grayscale Operating, LLC continuing as the surviving company. “ MiCA ”—The Markets in Crypto-Assets Regulation, which was approved by the Parliament of the European Union in 2023. “ MSB ”—A money services business. “ NAV ”—The aggregate value, expressed in U.S. dollars, of the Trust’s assets (other than U.S. dollars or other fiat currency), less its liabilities (which include estimated accrued but unpaid fees and expenses), a non-GAAP metric, calculated in the manner set forth under “Item 1. Business—Valuation of XRP and Determination of NAV.” See also “Item 1. Business—Investment Objective” for a description of the Trust’s Principal Market NAV, as calculated in accordance with U.S. GAAP. “ NAV Fee Basis Amount ”—The amount on which the Sponsor’s Fee for the Trust is based, as calculated in the manner set forth under “Item 1. Business—Valuation of XRP and Determination of NAV”. “ NYSE Arca ”—NYSE Arca, Inc. “ Participant Agreement ”—An agreement entered into by an Authorized Participant with the Sponsor and the Transfer Agent that provides the procedures for the creation and redemption of Baskets. “ Pre-Creation/Redemption Abandonment ”—The abandonment by the Trust, irrevocably for no direct or indirect consideration, all Incidental Rights and IR Virtual Currency to which the Trust would otherwise be entitled, effective immediately prior to a Creation Time or a Redemption Time (as the case may be) for the Trust. “ Pre-Creation/Redemption Abandonment Notices ”—The notices, collectively, as amended or supplemented from time to time, delivered by the Sponsor to each of the Prime Broker, the Custodian and Coinbase Credit, on behalf of the Trust, stating that the Trust will abandon, irrevocably and for no direct or indirect consideration, effective immediately prior to each Creation Time and each Redemption Time for the Trust, all Incidental Rights and IR Virtual Currency to which it would otherwise be entitled as of such time and with respect to which the Trust has not taken any Affirmative Action at or prior to such time. “ Prime Broker ”—Coinbase, Inc. “ Prime Broker Agreement ”—The Prime Broker Agreement, dated as of October 3, 2025, by and among the Trust, the Sponsor and the Prime Broker, on behalf of itself, the Custodian and Coinbase Credit, that governs the Trust’s and the Sponsor’s use of the Custodial and Prime Broker Services provided by the Custodian and the Prime Broker. “ Principal Market NAV ”—The net asset value of the Trust determined on a U.S. GAAP basis. 101 “ Redemption Basket ”—Basket of Shares redeemed by the Trust upon distribution or disposition of the Basket Amount required for each such Redemption Basket. “ Redemption Cash Shortfall ”—In connection with a redemption pursuant to an Actual Execution Cash Order, the amount by which the cash to be delivered to the Authorized Participant is reduced in the event the price realized in disposing the corresponding Total Basket Amount is lower than the Total Basket NAV on the trade date. “ Redemption Time ”—With respect to the redemption of any Shares by the Trust, the time at which the Trust redeems such Shares. “ Reorganization ”—The internal corporate reorganization of Grayscale Investments, LLC consummated on January 1, 2025. “ Required Redemption Cash ”—The actual proceeds to the Trust from the liquidation of the Total Basket Amount. “ Ripple Labs ” —Ripple Labs Inc. “ SEC ”—The U.S. Securities and Exchange Commission. “ Secondary Index ”—The Coin Metrics Real-Time Rate. “ Secondary Index Price ”—The price set by Coin Metrics Real-Time Rate as of 4:00 p.m., New York time, on the valuation date. See “Item 1. Business—Overview of the XRP Industry and Market—XRP Value—The Index and the Index Price—Determination of the Index Price When Index Price is Unavailable” for a description of how the Secondary Index Price is utilized when the Index Price is unavailable. “ Secondary Index Provider ”—Coin Metrics Inc., a Delaware corporation that publishes the Secondary Index. “ Secondary Market ”—Any marketplace or other alternative trading system, as determined by the Sponsor, on which the Shares may then be listed, quoted or traded, including but not limited to, NYSE Arca, Inc. “ Securities Act” —The Securities Act of 1933, as amended. “ Settlement Balance ”—An account controlled and maintained by the Custodian to which cash and digital assets of the Trust are credited on the Trust’s behalf. “ Shares ”—Common units of fractional undivided beneficial interest in, and ownership of, the Trust. “ Share Percentage ”—A fraction the numerator of which is the number of Shares disposed of and the denominator of which is the total number of Shares held by such U.S. Holder immediately prior to such sale or other disposition. “ SIPC ”—The Securities Investor Protection Corporation. “ Sponsor ” or “ Co-Sponsor ”—The sponsor of the Trust. Grayscale Investments, LLC was the sponsor of the Trust before January 1, 2025, Grayscale Operating, LLC was a co-sponsor of the Trust from January 1, 2025 to May 3, 2025, and Grayscale Investments Sponsors, LLC was a co-sponsor of the Trust from January 1, 2025 to May 3, 2025 and became the sole remaining sponsor thereafter. “ Sponsor Contracts”— Certain contracts assigned by GSO pertaining to its role as Sponsor (as such term is defined in the Trust Agreement) of the Trust to GSIS in connection with the Reorganization. 102 “ Sponsor-paid Expenses ”—The fees and expenses incurred by the Trust in the ordinary course of its affairs that the Sponsor is obligated to assume and pay, excluding taxes, but including: (i) the Marketing Fee, (ii) the Administrator Fee, (iii) the Custodian Fee and fees for any other security vendor engaged by the Trust, (iv) the Transfer Agent Fee, (v) the Trustee fee, (vi) the fees and expenses related to the listing, quotation or trading of the Shares on any Secondary Market (including customary legal, marketing and audit fees and expenses) in an amount up to $600,000 in any given fiscal year, (vii) ordinary course, legal fees and expenses, (viii) audit fees, (ix) regulatory fees, including, if applicable, any fees relating to the registration of the Shares under the Securities Act or the Exchange Act, (x) printing and mailing costs, (xi) costs of maintaining the Trust’s website and (xii) applicable license fees, provided that any expense that qualifies as an Additional Trust Expense will be deemed to be an Additional Trust Expense and not a Sponsor-paid Expense. “ Sponsor’s Fee ”—A fee, payable in XRP, which accrues daily in U.S. dollars at an annual rate of 0.35% of the NAV Fee Basis Amount of the Trust as of 4:00 p.m., New York time, on each day; provided that for a day that is not a business day, the calculation of the Sponsor’s Fee will be based on the NAV Fee Basis Amount from the most recent business day, reduced by the accrued and unpaid Sponsor’s Fee for such most recent business day and for each day after such most recent business day and prior to the relevant calculation date. The Sponsor has previously waived the Sponsor's Fee during the Fee Waiver Period, which ended on February 25, 2026, as described in more detail under “Item 1. Business—Expenses; Sales of XRP.” “ Tertiary Pricing Option ”—The price set by the Trust’s principal market. “ Total Basket Amount ”—With respect to any creation or redemption order, the applicable Basket Amount multiplied by the number of Baskets being created or redeemed. “ Total Basket NAV ”—The applicable Basket NAV Amount multiplied by the number of Baskets being created or redeemed. “ Transfer Agency and Service Agreement ”—The agreement between the Sponsor and the Transfer Agent which sets forth the obligations and responsibilities of the Transfer Agent with respect to transfer agency services and related matters. “ Transfer Agent ”— The Bank of New York Mellon, a New York corporation authorized to conduct banking business. “ Transfer Agent Fee ”—Fee payable to the Transfer Agent for services it provides to the Trust, which the Sponsor will pay to the Transfer Agent as a Sponsor-paid Expense. “ Treasury Regulations ”—The regulations, including proposed or temporary regulations, promulgated under the Code. “ Trust ”—Grayscale XRP Trust ETF, a Delaware statutory trust, formed on March 12, 2024 under the DSTA and pursuant to the Trust Agreement. On November 20, 2025, the Trust changed its name from Grayscale XRP Trust to Grayscale XRP Trust ETF by filing a Certificate of Amendment to the Certificate of Trust with the Delaware Secretary of State in accordance with the provisions of the DSTA. “ Trust Agreement ”—The Amended and Restated Declaration of Trust and Trust Agreement, dated as of August 14, 2024 between the Trustee and the Sponsor establishing and governing the operations of the Trust, as amended by Amendment No. 1 thereto and as the same may be further amended from time to time. “ Trustee ”—CSC Delaware Trust Company (formerly known as Delaware Trust Company), a Delaware trust company, is the Delaware trustee of the Trust. “ UBTI ”—Unrelated business taxable income. “ Uplisting Date ”—November 24, 2025, the date on which the shares of Grayscale XRP Trust ETF began trading on NYSE Arca as shares of an exchange-traded product. “ U.S. ”—United States. “ U.S. dollar ” or “ $ ”—United States dollar or dollars. “ U.S. GAAP ”—United States generally accepted accounting principles. “ Variable Fee ”—An amount in cash based on the Total Basket NAV, which shall be paid by the Authorized Participant in connection with Variable Fee Cash Orders. The amount may be changed by the Sponsor in its sole discretion at any time. 103 “ Variable Fee Cash Order ”—A Cash Order pursuant to which any price differential between (x) the Total Basket NAV on the trade date and (y) the price realized in acquiring or disposing of the corresponding Total Basket Amount, as the case may be, will be borne solely by the applicable Liquidity Provider. “Vault Balance” —A segregated custody account controlled and secured by the Custodian to store private keys, which allow for the transfer of ownership or control of the Trust’s XRP on the Trust’s behalf. “ XRP ”— XRP tokens, which are a type of digital asset based on an open source cryptographic protocol existing on the XRP Network, comprising units that constitute the assets underlying the Trust’s Shares. See “Overview of the XRP Industry and Market.” “ XRP Network ”—A decentralized public transaction ledger maintained by validators running XRP Ledger software. The XRP Network leverages the cryptographic and algorithmic mechanisms of the underlying protocol to govern its application. See “Overview of the XRP Industry and Market. “ Zcash ” or “ ZEC ”—A type of digital asset based on an open source cryptographic protocol existing on the Zcash network. 104 SIGNATURES Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned in the capacities* indicated, thereunto duly authorized. Grayscale Investments Sponsors, LLC as Sponsor of Grayscale XRP Trust ETF By: /s/ Peter Mintzberg Name: Peter Mintzberg Title: Member of the Board of Directors and Chief Executive Officer (Principal Executive Officer)* By: /s/ Edward McGee Name: Edward McGee Title: Member of the Board of Directors and Chief Financial Officer (Principal Financial and Accounting Officer)* By: /s/ Barry Silbert Name: Barry Silbert Title: Chairman of the Board of Directors Director* By: /s/ Mark Shifke Name: Mark Shifke Title: Member of the Board of Directors Director* By: /s/ Simon Koster Name: Simon Koster Title: Member of the Board of Directors Director* Date: March 12, 2026 * The Registrant is a trust and the persons are signing in their capacities as officers of Grayscale Investments Sponsors, LLC, the Sponsor of the Registrant, or directors of Grayscale Investments, Inc., the sole managing member of Grayscale Operating, LLC, the sole member of Grayscale Investments Sponsors, LLC, as applicable. 105 INDEX TO FINANCIAL STATEMENTS Page Grayscale XRP Trust ETF Annual Financial Statements Report of Independent Registered Public Accounting Firm ( KPMG LLP , PCAOB ID 185 ) F- 2 Statements of Assets and Liabilities at December 31, 2025 and 2024 F- 3 Schedules of Investment at December 31, 2025 and 2024 F- 4 Statements of Operations for the Year Ended December 31, 2025 and the Period from September 5, 2024 (the Commencement of the Trust’s Operations) to December 31, 2024 F- 5 Statements of Changes in Net Assets for the Year Ended December 31, 2025 and the Period from September 5, 2024 (the Commencement of the Trust’s Operations) to December 31, 2024 F- 6 Statement of Cash Flows for the Year Ended December 31, 2025 F- 7 Notes to Financial Statements F- 8 F- 1 REPORT OF INDEPENDENT REGIS TERED PUBLIC ACCOUNTING FIRM To the Shareholders and Sponsor of Grayscale XRP Trust ETF: Opinion on the Financial Statements We have audited the accompanying statements of assets and liabilities, including the schedules of investment of Grayscale XRP Trust ETF (the Trust) as of December 31, 2025 and December 31, 2024, the related statements of operations and changes in net assets, for the year ended December 31, 2025 and for the period from September 5, 2024 (the commencement of the Trust’s operations) to December 31, 2024, the statement of cash flows for the year ended December 31, 2025 and the related notes (collectively, the financial statements). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Trust as of December 31, 2025 and December 31, 2024, and the results of its operations and changes in its net assets, for the year ended December 31, 2025 and for the period from September 5, 2024 (the commencement of the Trust’s operations) to December 31, 2024, and its cash flows for the year ended December 31, 2025, in conformity with U.S. generally accepted accounting principles. Basis for Opinion These financial statements are the responsibility of the Trust’s management. Our responsibility is to express an opinion on these financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Trust in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB. We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. 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 Trust’s auditor since 2024. New York , New York March 12, 2026 F- 2 PART I – FINANCIAL INFORMATION: Item 1. Financial Statements GRAYSCALE XRP TRUST ETF STATEMENTS OF ASSET S AND LIABILITIES ( Amounts in thousands, except Share and per Share amounts) December 31, 2025 2024 Assets: Investment in XRP, at fair value (cost $ 253,881 and $ 3,205 as of December 31, 2025 and 2024, respectively) $ 223,364 $ 10,450 Total assets $ 223,364 $ 10,450 Liabilities: Sponsor’s Fee payable, related party $ - $ - Total liabilities - - Net assets $ 223,364 $ 10,450 Shares issued and outstanding, no par value ( unlimited Shares authorized) 6,300,100 250,800 Principal Market NAV per Share $ 35.45 $ 41.67 See accompanying notes to financial statements. F- 3 GRAYSCALE XRP TRUST ETF SCHEDULES OF INVESTMENT ( Amounts in thousands, except quantity of XRP and percentages) December 31, 2025 Quantity of XRP Cost Fair Value % of Net Assets Investment in XRP 122,230,386.260970 $ 253,881 $ 223,364 100 % Total Investment 253,881 223,364 100 % Net assets $ 223,364 100 % December 31, 2024 Quantity of XRP Cost Fair Value % of Net Assets Investment in XRP 4,976,071.513885 $ 3,205 $ 10,450 100 % Total Investment 3,205 10,450 100 % Net assets $ 10,450 100 % See accompanying notes to financial statements. F- 4 GRAYSCALE XRP TRUST ETF STATEMENTS OF OPERATIONS ( Amounts in thousands) Year Ended December 31, 2025 September 5, 2024 (the Commencement of the Trust’s Operations) to December 31, 2024 Investment income: Investment income $ - $ - Expenses: Sponsor’s Fee, related party 387 39 Gross expenses 387 39 Sponsor’s Fee Waiver, related party ( 67 ) - Net expenses 320 39 Net investment loss ( 320 ) ( 39 ) Net realized and unrealized (loss) gain from: Net realized gain on investment in XRP sold to pay expenses 197 22 Net realized gain on investment in XRP sold for redemption of Shares - - Net change in unrealized appreciation/depreciation on investment in XRP ( 37,762 ) 7,245 Net realized and unrealized (loss) gain on investment ( 37,565 ) 7,267 Net (decrease) increase in net assets resulting from operations $ ( 37,885 ) $ 7,228 See accompanying notes to financial statements. F- 5 GRAYSCALE XRP TRUST ETF STATEMENTS OF CHANG ES IN NET ASSETS ( Amounts in thousands, except change in Shares outstanding) Year Ended December 31, 2025 September 5, 2024 (the Commencement of the Trust’s Operations) to December 31, 2024 (Decrease) increase in net assets from operations: Net investment loss $ ( 320 ) $ ( 39 ) Net realized gain on investment in XRP sold to pay expenses 197 22 Net realized gain (loss) on investment in XRP sold for redemption of Shares - - Net change in unrealized appreciation/depreciation on investment in XRP ( 37,762 ) 7,245 Net (decrease) increase in net assets resulting from operations ( 37,885 ) 7,228 Increase in net assets from capital share transactions: Shares issued 250,799 3,222 Shares redeemed - - Net increase in net assets resulting from capital share transactions 250,799 3,222 Total increase in net assets from operations and capital share transactions 212,914 10,450 Net assets: Beginning of period 10,450 - End of period $ 223,364 $ 10,450 Change in Shares outstanding: Shares outstanding at beginning of period 250,800 - Shares issued 6,049,300 250,800 Shares redeemed - - Net increase in Shares 6,049,300 250,800 Shares outstanding at end of period 6,300,100 250,800 See accompanying notes to financial statements. F- 6 GRAYSCALE XRP TRUST ETF STATEMENT OF CASH FLOWS (Amounts in thousands) Year Ended December 31, 2025 (1) Cash used in operating activities Net decrease in net assets resulting from operations $ ( 37,885 ) Adjustments to reconcile net decrease in net assets resulting from operations to net cash used in operating activities: Purchases of XRP (2) $ ( 248,119 ) Proceeds from XRP sold to pay redemptions (2) - Proceeds from XRP sold to pay expenses 320 Net realized gain ( 197 ) Net change in unrealized appreciation/depreciation on investment in XRP 37,762 Change in operating assets and liabilities: Sponsor’s Fee payable - Net cash used in operating activities $ ( 248,119 ) Cash provided by financing activities Proceeds from issuance of capital shares (2) $ 248,119 Payments for capital shares redeemed (2) - Net cash provided by financing activities $ 248,119 Cash Net increase in cash $ - Cash, beginning of year - Cash, end of year $ - Supplemental disclosure of noncash activities In-kind contributions of XRP for Shares issued $ 542 Transfer of XRP to pay for Sponsor’s Fee $ 320 (1) No comparative financial statements have been provided, as the Trust did not hold any cash or cash equivalents prior to the Uplisting Date. (2) The proceeds collected by an Authorized Participant from the sale of Shares and the payments for Shares redeemed by an Authorized Participant do not correlate with the amounts in the Statement of Operations and the Statement of Changes in Net Assets for the period due to creations and redemptions occurring at the Index Price as defined in the Trust Agreement. See accompanying notes to financial statements. F- 7 GRAYSCALE XRP TRUST ETF NOTES TO THE FINA NCIAL STATEMENTS 1. Organization Grayscale XRP Trust ETF (the “Trust”) is a Delaware Statutory Trust that was formed on August 5, 2024 and commenced operations on September 5, 2024. In general, the Trust holds XRP tokens (“XRP”) and, from time to time, issues common units of fractional undivided beneficial interest (“Shares”) in exchange for XRP. On November 20, 2025, the Trust changed its name from Grayscale XRP Trust (XRP) to Grayscale XRP Trust ETF by filing a Certificate of Amendment to the Certificate of Trust with the Delaware Secretary of State. Prior to November 24, 2025, the redemption of Shares was not contemplated and the Trust did not operate a redemption program. However, the Sponsor has since authorized the commencement of the Trust’s redemption program on November 24, 2025 in connection with the uplisting of the Shares to NYSE Arca, Inc. (“NYSE Arca”). On January 31, 2025, NYSE Arca submitted an application under Rule 19b-4 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) to list the Shares of the Trust on NYSE Arca. On September 17, 2025, the Securities and Exchange Commission (the “SEC”) approved a proposed rule change for new Rule 8.201-E (Generic) with the SEC pursuant to Rule 19b-4 under the Exchange Act to amend NYSE Arca’s listing rules to permit the listing and trading of shares of certain commodity-based exchange-traded products that satisfy certain generic requirements (the “Generic Listing Standards”). On November 21, 2025, NYSE Arca certified its approval for listing and trading of the Shares of the Trust under the Generic Listing Standards and registration of the Shares under the Exchange Act, which began trading on NYSE Arca on November 24, 2025 (the “Uplisting Date”), following the effectiveness of the Trust’s registration statement on Form S-1, as amended (File No. 333-289818). The Shares are listed on NYSE Arca under the ticker symbol “GXRP.” As of the date of this Annual Report, the Trust is an SEC reporting company with its Shares registered pursuant to Section 12(b) of the Exchange Act. Effective November 24, 2025, the Trust creates and redeems Shares at such times and for such periods as determined by the Sponsor (as defined below), but only in one or more whole “Baskets.” A Basket equals 10,000 Shares. The creation of a Basket requires the delivery to the Trust of the amount of XRP (or cash to acquire such amount of XRP) represented by one Share immediately prior to such creation multiplied by 10,000 . The redemption of a Basket requires distribution by the Trust of the amount of XRP represented by one Share immediately prior to such redemption multiplied by 10,000 . The Trust may from time to time halt creations and redemptions for a variety of reasons, including in connection with forks, airdrops and other similar occurrences. The Trust’s investment objective is for the value of the Shares (based on XRP per Share) to reflect the value of XRP held by the Trust, less the Trust’s expenses and other liabilities. Grayscale Investments, LLC (“GSI”) was the sponsor of the Trust before January 1, 2025, Grayscale Operating, LLC (“GSO”), was the co-sponsor of the Trust from January 1, 2025 to May 3, 2025, and GSIS, was the co-sponsor of the Trust from January 1, 2025 to May 3, 2025 and is the sole remaining sponsor thereafter. GSI was, and each of GSO and GSIS are, a consolidated subsidiary of Digital Currency Group, Inc. (“DCG”). The Sponsor is responsible for the day-to-day administration of the Trust pursuant to the provisions of the Trust Agreement. The Sponsor is responsible for preparing and providing annual and quarterly reports on behalf of the Trust to investors and is also responsible for selecting and monitoring the Trust’s service providers. As partial consideration for the Sponsor’s services, the Trust pays the Sponsor a Sponsor’s Fee as discussed in Note 7. The Sponsor also acts as the sponsor and manager of other single-asset and diversified investment products, each of which is an affiliate of the Trust. Information related to the affiliated investment products can be found on the Sponsor’s website at 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. Several of the affiliated investment products are SEC reporting companies with their shares registered pursuant to Section 12(g) of the Exchange Act. In addition, the following affiliated investment products are also SEC reporting companies with their shares registered pursuant to Section 12(b) of the Exchange Act: Grayscale Bitcoin Trust ETF, Grayscale Ethereum Staking ETF, Grayscale Ethereum Staking Mini ETF, Grayscale Bitcoin Mini Trust ETF, Grayscale CoinDesk Crypto 5 ETF, Grayscale Solana Staking ETF, Grayscale Dogecoin Trust ETF, Grayscale Chainlink Trust ETF and, as of February 18, 2026, Grayscale Sui Staking ETF. Authorized Participants of the Trust are the only entities who may place orders to create or redeem Baskets. Grayscale Securities, LLC (“Grayscale Securities” or, in such capacity, an “Authorized Participant”), a registered broker-dealer and affiliate of the Sponsor, was the only Authorized Participant from September 5, 2024 (the commencement of the Trust’s operations) through November 21, 2025. On or after November 24, 2025, the Sponsor, on behalf of the Trust, and the Transfer Agent entered into Participant Agreements with a number of unaffiliated Authorized Participants in connection with the approval for listing and trading of the Shares of the Trust under the Generic Listing Standards, and the Trust has also since engaged other Authorized Participants. In connection with the entry into the Participant Agreements, the Sponsor amended, solely, with respect to the Trust, the Participant Agreement, dated as of October 3, 2022, between the Sponsor and Grayscale Securities, to remove the Trust as an entity covered by the Agreement. Effective December 1, 2025, Grayscale Securities no longer serves as Authorized Participant of the Trust. Additional Authorized Participants may be added at any time, subject to the discretion of the Sponsor. Liquidity Providers facilitate the purchase and sale of XRP 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 XRP transactions are third parties that are not affiliated with the Sponsor or the Trust and are not acting as agents of the Trust, the Sponsor, or any Authorized Participant. F- 8 Except for the contractual relationships between each Liquidity Provider and GSIS in its capacity as the Liquidity Engager, there is no contractual relationship between each Liquidity Provider and the Trust, the Sponsor, or any Authorized Participant. The Liquidity Engager may engage additional Liquidity Providers who are unaffiliated with the Trust in the future. Effective November 24, 2025, the Trust, the Sponsor and Coinbase, Inc., the prime broker of the Trust (“Coinbase” or the “Prime Broker”), on behalf of itself and as agent for Coinbase Custody Trust Company, LLC (“Coinbase Custody” or the “Custodian”) and Coinbase Credit, Inc. (“Coinbase Credit” and, collectively with Coinbase and Coinbase Custody, the “Coinbase Entities”), entered into the Coinbase Prime Broker Agreement governing the Trust’s and the Sponsor’s use of the Custodial and Prime Broker Services provided by the Custodian and the Prime Broker. The Prime Broker Agreement establishes the rights and responsibilities of the Custodian, the Prime Broker, the Sponsor and the Trust with respect to the Trust’s XRP which is held in accounts maintained and operated by the Custodian, as a fiduciary with respect to the Trust’s assets, and the Prime Broker (together with the Custodian, the “Custodial Entities”) on behalf of the Trust. The Custodian is responsible for safeguarding the XRP held by the Trust, and holding the private key(s) that provide access to the Trust’s digital wallets and vaults. Effective November 24, 2025, the transfer agent for the Trust (the “Transfer Agent”) is The Bank of New York Mellon. The responsibilities of the Transfer Agent are to (1) facilitate the issuance and redemption of shares of the Trust; (2) respond to correspondence by Trust shareholders and others relating to its duties; (3) maintain shareholder accounts; and (4) make periodic reports to the Trust. The co-transfer agent for the Trust (the “Co-Transfer Agent”) is Continental Stock Transfer & Trust Company. The administrator for the Trust (the “Administrator”) is BNY Mellon Asset Servicing, a division of The Bank of New York Mellon. BNY Mellon Asset Servicing provides administration and accounting services to the Trust. The Administrator’s fees are paid on behalf of the Trust by the Sponsor. The marketing agent for the Trust (the “Marketing Agent”) is Foreside Fund Services, LLC. Effective November 24, 2025, the Marketing Agent provides the following services to the Sponsor: (i) assist the Sponsor in facilitating Participant Agreements between and among Authorized Participants, the Sponsor, on behalf of the Trust, and the Transfer Agent; (ii) provide prospectuses to Authorized Participants; (iii) work with the Transfer Agent to review and approve orders placed by the Authorized Participants and transmitted to the Transfer Agent; (iv) review and file applicable marketing materials with FINRA and (v) maintain, reproduce and store applicable books and records. The Trust’s trading symbol on NYSE Arca is “GXRP” and the CUSIP number for its Shares is 38965L106. The Trust may also receive Incidental Rights and/or IR Virtual Currency as a result of the Trust’s investment in XRP, in accordance with the terms of the Trust Agreement. Incidental Rights are rights to claim, or otherwise establish dominion and control over, any virtual currency or other asset or right, which rights are incident to the Trust’s ownership of XRP and arise without any action of the Trust, or of the Sponsor or Trustee on behalf of the Trust; IR Virtual Currency is any virtual currency tokens, or other asset or right, received by the Trust through the exercise (subject to the applicable provisions of the Trust Agreement) of any Incidental Right. The Sponsor has committed to cause the Trust to abandon irrevocably for no direct or indirect consideration, effective immediately prior to each time at which the Trust creates or redeems Shares, all Incidental Rights and IR Virtual Currency to which it would otherwise be entitled as of such time. In furtherance of that commitment, the Prime Broker Agreement provides that the Trust is abandoning irrevocably, for no direct or indirect consideration, effective immediately prior to each Creation Time and each Redemption Time, all Incidental Rights or IR Virtual Currency to which it would otherwise be entitled as of such time. The Sponsor has committed to cause the Trust not to take any Affirmative Action to acquire any Incidental Rights or IR Virtual Currency, thereby irrevocably abandoning any Incidental Rights and IR Virtual Currency to which the Trust may become entitled in the future. Because the Sponsor has now committed to causing the Trust to irrevocably abandon all Incidental Rights and IR Virtual Currency to which the Trust otherwise would become entitled in the future, and causing the Trust not to take any Affirmative Actions, the Trust will not receive any direct or indirect consideration for the Incidental Rights or IR Virtual Currency and thus the value of the Shares will not reflect the value of the Incidental Rights or IR Virtual Currency. In addition, in the event the Sponsor seeks to change the Trust’s policy with respect to Incidental Rights or IR Virtual Currency, an application would need to be filed with the SEC by NYSE Arca seeking approval to amend its listing rules to permit the Trust to distribute the Incidental Rights or IR Virtual Currency in-kind to an agent of the shareholders for resale by such agent . F- 9 2. Summary of Significant Accounting Policies The following is a summary of significant accounting policies followed by the Trust: The financial statements have been prepared in accordance with generally accepted accounting principles in the United States (“U.S. GAAP”). The Trust qualifies as an investment company for accounting purposes pursuant to the accounting and reporting guidance under Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) Topic 946, Financial Services—Investment Companies. The Trust uses fair value as its method of accounting for XRP in accordance with its classification as an investment company for accounting purposes. The Trust is not a registered investment company under the Investment Company Act of 1940. U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts in the financial statements and accompanying notes. Actual results could differ from those estimates and these differences could be material. The Trust conducts its transactions in XRP, including receiving XRP for the creation of Shares and delivering XRP for the redemption of Shares and for the payment of the Sponsor’s Fee. The Sponsor will determine the Trust’s net asset value (“NAV”) on each business day as of 4:00 p.m., New York time, or as soon thereafter as practicable. Cash and Cash Equivalents Generally, the Trust does not intend to hold cash, except in connection with cash orders for creations or redemptions of Baskets. Cash includes non-interest bearing non-restricted cash with one institution. Cash in a bank deposit account, at times, may exceed U.S. federally insured limits. The Trust has not experienced any losses in such accounts and does not believe it is exposed to any significant credit risk on such bank deposits. Principal Market and Fair Value Determination To determine which market is the Trust’s principal market (or in the absence of a principal market, the most advantageous market) for purposes of calculating the Trust’s net asset value in accordance with U.S. GAAP (“Principal Market NAV”), the Trust follows ASC Topic 820-10, Fair Value Measurement , which outlines the application of fair value accounting. ASC 820-10 determines fair value to be the price that would be received for XRP in a current sale, which assumes an orderly transaction between market participants on the measurement date. ASC 820-10 requires the Trust to assume that XRP is sold in its principal market to market participants or, in the absence of a principal market, the most advantageous market. Market participants are defined as buyers and sellers in the principal or most advantageous market that are independent, knowledgeable, and willing and able to transact. The Trust only receives XRP in connection with a creation order from the Authorized Participant (or a Liquidity Provider) and does not itself transact on any Digital Asset Markets. Therefore, the Trust looks to market-based volume and level of activity for Digital Asset Markets. The Authorized Participant(s), or a Liquidity Provider, may transact in a Brokered Market, a Dealer Market, Principal-to-Principal Markets and Exchange Markets (referred to as “Trading Platform Markets” in this Annual Report), each as defined in the FASB ASC Master Glossary (collectively, “Digital Asset Markets”). In determining which of the eligible Digital Asset Markets is the Trust’s principal market, the Trust reviews these criteria in the following order: First, the Trust reviews a list of Digital Asset Markets that maintain practices and policies designed to comply with anti-money laundering (“AML”) and know-your-customer (“KYC”) regulations, and non-Digital Asset Trading Platform Markets that the Trust reasonably believes are operating in compliance with applicable law, including federal and state licensing requirements, based upon information and assurances provided to it by each market. Second, the Trust sorts these Digital Asset Markets from high to low by market-based volume and level of activity of XRP traded on each Digital Asset Market in the trailing twelve months. Third, the Trust then reviews pricing fluctuations and the degree of variances in price on Digital Asset Markets to identify any material notable variances that may impact the volume or price information of a particular Digital Asset Market. Fourth, the Trust then selects a Digital Asset Market as its principal market based on the highest market-based volume, level of activity and price stability in comparison to the other Digital Asset Markets on the list. Based on information reasonably available to the Trust, Trading Platform Markets have the greatest volume and level of activity for the asset. The Trust therefore looks to accessible Trading Platform Markets as opposed to the Brokered Market, Dealer Market and Principal-to-Principal Markets to determine its principal market. As a result of the aforementioned analysis, a Trading Platform Market has been selected as the Trust’s principal market. F- 10 The Trust determines its principal market (or in the absence of a principal market the most advantageous market) annually and conducts a quarterly analysis to determine (i) if there have been recent changes to each Digital Asset Market’s trading volume and level of activity in the trailing twelve months, (ii) if any Digital Asset Markets have developed that the Trust has access to, or (iii) if recent changes to each Digital Asset Market’s price stability have occurred that would materially impact the selection of the principal market and necessitate a change in the Trust’s determination of its principal market. The cost basis of the XRP received by the Trust in connection with a creation order is recorded by the Trust at the fair value of XRP at 4:00 p.m., New York time, on the creation date for financial reporting purposes. The cost basis recorded by the Trust may differ from proceeds collected by the Authorized Participant from the sale of the corresponding Shares to investors. Investment Transactions and Revenue Recognition The Trust considers investment transactions to be the receipt of XRP for Share creations and the delivery of XRP for Share redemptions or for payment of expenses in XRP. The Trust records its investment transactions on a trade date basis and changes in fair value are reflected as net change in unrealized appreciation or depreciation on investments. Realized gains and losses are calculated using the specific identification method. Realized gains and losses are recognized in connection with transactions including settling obligations for the Sponsor’s Fee in XRP. Fair Value Measurement Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability (i.e., the ‘exit price’) in an orderly transaction between market participants at the measurement date. U.S. GAAP utilizes a fair value hierarchy for inputs used in measuring fair value that maximizes the use of observable inputs and minimizes the use of unobservable inputs by requiring that the most observable inputs be used when available. Observable inputs are those that market participants would use in pricing the asset or liability based on market data obtained from sources independent of the Trust. Unobservable inputs reflect the Trust’s assumptions about the inputs market participants would use in pricing the asset or liability developed based on the best information available in the circumstances. The fair value hierarchy is categorized into three levels based on the inputs as follows: • Level 1 – Valuations based on unadjusted quoted prices in active markets for identical assets or liabilities that the Trust has the ability to access. Since valuations are based on quoted prices that are readily and regularly available in an active market, these valuations do not entail a significant degree of judgment. • Level 2 – Valuations based on quoted prices in markets that are not active or for which significant inputs are observable, either directly or indirectly. • Level 3 – Valuations based on inputs that are unobservable and significant to the overall fair value measurement. The availability of valuation techniques and observable inputs can vary by investment. To the extent that valuations are based on sources that are less observable or unobservable in the market, the determination of fair value requires more judgment. Fair value estimates do not necessarily represent the amounts that may be ultimately realized by the Trust. Fair Value Measurement Using (Amounts in thousands) Amount at Fair Value Level 1 Level 2 Level 3 December 31, 2025 Assets Investment in XRP $ 223,364 $ 223,364 $ - $ - December 31, 2024 Assets Investment in XRP $ 10,450 $ 10,450 $ - $ - F- 11 Segment Reporting The Chief Executive Officer and Chief Financial Officer of the Sponsor act as the Trust’s chief operating decision maker (“ CODM ”) . The Trust represents a single operating segment, as the CODM monitors the operating results of the Trust as a whole and the Trust’s passive investment objective is pre-determined in accordance with the terms of the Trust Agreement. The financial information in the form of the Trust’s total returns, expense ratios and changes in net assets (i.e., changes in net assets resulting from operations and capital share transactions), which are used by the CODM to assess the segment’s performance, are consistent with that presented within the Trust’s financial statements. Segment assets are reflected on the accompanying Statements of Assets and Liabilities as Total assets and the only significant segment expense, the Sponsor’s fee, related party, is included in the accompanying Statements of Operations. 3. Fair Value of XRP XRP is held by the Custodian on behalf of the Trust and is carried at fair value. As of December 31, 2025 and 2024 the Trust held 122,230,386.260970 and 4,976,071.513885 XRP, respectively. The Trust determined the fair value per XRP to be $ 1.83 and $ 2.10 on December 31, 2025 and 2024, respectively, using the price provided at 4:00 p.m., New York time, by the Digital Asset Trading Platform Market considered to be the Trust’s principal market (Coinbase). The following represents the changes in quantity of XRP and the respective fair value: (Amounts in thousands, except XRP amounts) Quantity Fair Value Balance at September 5, 2024 (the Commencement of the Trust’s Operations) - $ - XRP contributed 5,006,299.850211 3,222 XRP distributed for Sponsor’s Fee, related party ( 30,228.336326 ) ( 39 ) Net change in unrealized appreciation/depreciation on investment in XRP - 7,245 Net realized gain on investment in XRP sold to pay expenses - 22 Balance at December 31, 2024 4,976,071.513885 $ 10,450 XRP contributed 117,379,274.242225 250,799 XRP distributed for Sponsor’s Fee, related party ( 124,959.495140 ) ( 320 ) Net change in unrealized appreciation/depreciation on investment in XRP - ( 37,762 ) Net realized gain on investment in XRP sold to pay expenses - 197 Net realized gain (loss) on investment in XRP sold for redemption of Shares - - Balance at December 31, 2025 122,230,386.260970 $ 223,364 F- 12 4. Creations and Redemptions of Shares At December 31, 2025 and 2024, there were an unlimited number of Shares authorized by the Trust. The Trust creates and redeems Shares from time to time, but only in one or more Baskets. The creation and redemption of Baskets on behalf of investors are made by the Authorized Participant in exchange for the delivery of XRP to the Trust or the distribution of XRP by the Trust. The amount of XRP required for each Creation Basket or Redemption Basket is determined by dividing (x) the amount of XRP owned by the Trust at 4:00 p.m., New York time, on such trade date of a creation or redemption order, after deducting the amount of XRP representing the U.S. dollar value of accrued but unpaid fees and expenses of the Trust, by (y) the number of Shares outstanding at such time and multiplying the quotient obtained by 10,000. Each Share represented approximately 19.4013 and 19.8408 of one XRP at December 31, 2025 and 2024, respectively. The decrease in the amount of XRP represented by each Share is primarily a result of the Initial Distribution and the periodic withdrawal of XRP to pay the Sponsor’s Fee. The cost basis of investments in XRP recorded by the Trust is the fair value of XRP, as determined by the Trust, at 4:00 p.m., New York time, on the date of transfer to the Trust by the Authorized Participant, or Liquidity Provider, based on the Creation Baskets. The cost basis recorded by the Trust may differ from proceeds collected by the Authorized Participant from the sale of each Share to investors. The Authorized Participant or Liquidity Provider may realize significant profits buying, selling, creating and redeeming Shares as a result of changes in the value of Shares or XRP. On November 21, 2025, in connection with the approval for listing and trading of the Shares of the Trust under the Generic Listing Standards and the effectiveness of the registration statement on Form S-1, as amended, the Sponsor authorized the commencement of a redemption program once the registration statement on Form S-1, as amended, was declared effective. Prior to uplisting the Shares to NYSE Arca, the Trust created Shares via both cash and in-kind transactions with the Authorized Participant and Liquidity Providers in exchange for XRP. As of the date of this Annual Report, Authorized Participants may only submit orders to create or redeem Shares through transactions that are referred to as “cash orders”, as the agreements with Authorized Participants do not currently provide for in-kind creations and redemptions. F- 13 Year Ended December 31, 2025 September 5, 2024 (the Commencement of the Trust’s Operations) to December 31, 2024 Activity in Number of Shares Issued and Redeemed: Shares issued 6,049,300 250,800 Shares redeemed - - Net Change in Number of Shares Issued and Redeemed 6,049,300 250,800 (Amounts in thousands) Year Ended December 31, 2025 September 5, 2024 (the Commencement of the Trust’s Operations) to December 31, 2024 Activity in Value of Shares Issued and Redeemed: Shares issued $ 250,799 $ 3,222 Shares redeemed - - Net Change in Value of Shares Issued and Redeemed $ 250,799 $ 3,222 XRP receivable represents the value of XRP covered by contractually binding orders for the creation of Shares where the XRP has not yet been transferred to the Trust’s account. Generally, ownership of the XRP is transferred within no more than two business days of the trade date. (Amounts in thousands) Year Ended December 31, 2025 September 5, 2024 (the Commencement of the Trust’s Operations) to December 31, 2024 XRP receivable $ - $ - XRP payable represents the value of XRP covered by contractually binding orders for the redemption of Shares where the XRP has not yet been transferred out of the Trust’s account. Generally, ownership of the XRP is transferred within no more than two business days of the trade date. (Amounts in thousands) Year Ended December 31, 2025 September 5, 2024 (the Commencement of the Trust’s Operations) to December 31, 2024 XRP payable $ - $ - F- 14 5 . Income Taxes The Sponsor takes the position that the Trust is properly treated as a grantor trust for U.S. federal income tax purposes. Assuming that the Trust is a grantor trust, the Trust will not be subject to U.S. federal income tax. Rather, if the Trust is a grantor trust, each beneficial owner of Shares will be treated as directly owning its pro rata Share of the Trust’s assets and a pro rata portion of the Trust’s income, gains, losses and deductions will “flow through” to each beneficial owner of Shares. If the Trust were not properly classified as a grantor trust, the Trust might be classified as a partnership for U.S. federal income tax purposes. However, due to the uncertain treatment of digital assets, including forks, airdrops and similar occurrences for U.S. federal income tax purposes, there can be no assurance in this regard. If the Trust were classified as a partnership for U.S. federal income tax purposes, the tax consequences of owning Shares generally would not be materially different from the tax consequences described herein, although there might be certain differences, including with respect to timing. In addition, tax information reports provided to beneficial owners of Shares would be made in a different form. If the Trust were not classified as either a grantor trust or a partnership for U.S. federal income tax purposes, it would be classified as a corporation for such purposes. In that event, the Trust would be subject to entity-level U.S. federal income tax (currently at the rate of 21 %) on its net taxable income and certain distributions made by the Trust to shareholders would be treated as taxable dividends to the extent of the Trust’s current and accumulated earnings and profits. In accordance with U.S. GAAP, the Trust has defined the threshold for recognizing the benefits of tax positions in the financial statements as “more-likely-than-not” to be sustained by the applicable taxing authority and requires measurement of a tax position meeting the “more-likely-than-not” threshold, based on the largest benefit that is more than 50% likely to be realized. Tax positions deemed to meet the “more-likely-than-not” threshold are recorded as a tax benefit in the current period. As of and during the year ended December 31, 2025 and the period from September 5, 2024 (the commencement of the Trust’s operations) to December 31, 2024, the Trust did not have a liability for any unrecognized tax amounts. However, the Sponsor’s conclusions concerning its determination of “more-likely-than-not” tax positions may be subject to review and adjustment at a later date based on factors including, but not limited to, further implementation guidance, and ongoing analyses of and changes to tax laws, regulations and interpretations thereof. The Sponsor of the Trust has evaluated whether or not there are uncertain tax positions that require financial statement recognition and has determined that no reserves for uncertain tax positions related to federal, state and local income taxes existed as of December 31, 2025 or 2024. 6. Related Parties The Trust considered the following entities, their directors, and certain employees to be related parties of the Trust as of December 31, 2025: DCG, GSO, GSIS, and Grayscale Securities. As of December 31, 2025 and 2024, 48,162 and 49,328 Shares of the Trust were held by related parties of the Trust, respectively. On January 1, 2025, GSI consummated an internal corporate reorganization (the “Reorganization”), pursuant to which GSI, the Sponsor of the Trust prior to the Reorganization, merged with and into GSO, a Delaware limited liability company and a consolidated subsidiary of DCG, with GSO continuing as the surviving company (the “Merger”). As a result of the Merger, GSO succeeded by operation of law to all the rights, powers, privileges and franchises and became subject to all of the obligations, liabilities, restrictions and disabilities of GSI, including with respect to the Sponsor Contracts (as defined below), all as provided under the Delaware Limited Liability Company Act. The Reorganization is not expected to have any material impact on the operations of the Trust. In connection with the Reorganization, on January 1, 2025, and promptly following the effectiveness of the Merger, GSO assigned certain contracts pertaining to its role as Sponsor (as such term is defined in the Trust Agreement) of the Trust (such contracts, the “Sponsor Contracts”) to GSIS, a Delaware limited liability company and a consolidated subsidiary of GSO, whereby GSIS assumed all of the rights and obligations of GSO under the Sponsor Contracts. Other than the assumption of the Sponsor Contracts by GSIS, the Reorganization does not alter the rights or obligations under any of the Sponsor Contracts. In connection with the Reorganization, on January 1, 2025, and promptly following the effectiveness of the Merger, GSO and GSIS executed a Certificate of Admission, pursuant to which GSIS was admitted as an additional Sponsor of the Trust under the Trust Agreement, by and among GSO (as successor in interest to GSI), the Trustee, and the shareholders from time to time thereunder, as amended from time to time. GSIS shall be subject to the rights and obligations of a Sponsor under the Trust Agreement. On January 3, 2025, GSO voluntarily withdrew as a Sponsor of the Trust pursuant to the terms of the Trust Agreement, and, effective May 3, 2025, became the sole remaining Sponsor of the Trust. On October 22, 2025, GSO Intermediate Holdings Corporation (“GSOIH”), a Delaware corporation which was the sole managing member of GSO, consummated an internal corporate reorganization (the “Management Reorganization”). Pursuant to the Management Reorganization, GSOIH transferred a portion of its common membership units of GSO for Class A shares of Grayscale Investments, Inc. (“Grayscale Investments”), a Delaware corporation incorporated in connection with the Management Reorganization, and ceded its managing member rights in GSO to Grayscale Investments. As a result of the Reorganization, Grayscale Investments is now the sole managing member of GSO, the sole member of the Sponsor. Also in connection with the Reorganization, on October 22, 2025, DCG Grayscale Holdco, LLC (“DCG Holdco”), the sole stockholder of Grayscale Investments, elected a board of directors (the “Board”) at Grayscale Investments. F- 15 On November 20, 2025, the Sponsor and the Trustee entered into Amendment No. 1 to the A&R Trust Agreement in order to reduce the Sponsor’s Fee to 0.35 %, effective as of the Uplisting Date. As a result, effective November 24, 2025, the Sponsor’s Fee was lowered from 2.5 % to 0.35 %. In accordance with the Trust Agreement governing the Trust, the Trust pays a fee to the Sponsor, calculated as 0.35 % of the aggregate value of the Trust’s assets, less its liabilities (which include any accrued but unpaid expenses up to, but excluding, the date of calculation), as calculated and published by the Sponsor or its delegates in the manner set forth in the Trust Agreement (the “Sponsor’s Fee”). The Sponsor’s Fee accrues daily in U.S. dollars and is payable in XRP, daily in arrears. The amount of XRP payable in respect of each daily U.S. dollar accrual will be determined by reference to the same U.S. dollar value of XRP used to determine such accrual. For purposes of these financial statements, the U.S. dollar value of XRP is determined by reference to the Digital Asset Trading Platform Market that the Trust considers its principal market as of 4:00 p.m., New York time, on each valuation date. The Trust held no Incidental Rights or IR Virtual Currency as of December 31, 2025 and 2024. No Incidental Rights or IR Virtual Currencies have been distributed in payment of the Sponsor’s Fee during the year ended December 31, 2025 and the period from September 5, 2024 (the commencement of the Trust’s operations) to December 31, 2024. As partial consideration for receipt of the Sponsor’s Fee, the Sponsor is obligated under the Trust Agreement to assume and pay all fees and other expenses incurred by the Trust in the ordinary course of its affairs, excluding taxes, but including marketing fees; administrator fees, if any; custodian fees; transfer agent fees; trustee fees; the fees and expenses related to the listing, quotation or trading of the Shares on any secondary market (including customary legal, marketing and audit fees and expenses) in an amount up to $ 600,000 in any given fiscal year; ordinary course legal fees and expenses; audit fees; regulatory fees, including, if applicable, any fees relating to the registration of the Shares under the Securities Act or the Exchange Act; printing and mailing costs; the costs of maintaining the Trust’s website and applicable license fees (together, the “Sponsor-paid Expenses”), provided that any expense that qualifies as an Additional Trust Expense will be deemed to be an Additional Trust Expense and not a Sponsor-paid Expense. The Trust may incur certain extraordinary, non-recurring expenses that are not Sponsor-paid Expenses, including, but not limited to, taxes and governmental charges, expenses and costs of any extraordinary services performed by the Sponsor (or any other service provider) on behalf of the Trust to protect the Trust or the interests of shareholders, any indemnification of the Custodian or other agents, service providers or counterparties of the Trust, the fees and expenses related to the listing, quotation or trading of the Shares on any secondary market (including legal, marketing and audit fees and expenses) to the extent exceeding $ 600,000 in any given fiscal year and extraordinary legal fees and expenses, including any legal fees and expenses incurred in connection with litigation, regulatory enforcement or investigation matters (collectively “Additional Trust Expenses”). In such circumstances, the Sponsor or its delegate (i) will instruct the Custodian to withdraw from the Vault Balance XRP in such quantity as may be necessary to permit payment of such Additional Trust Expenses and (ii) may either (x) cause the Trust (or its delegate) to convert such XRP into U.S. dollars or other fiat currencies at the Actual Exchange Rate or (y) when the Sponsor incurs such expenses on behalf of the Trust, cause the Trust (or its delegate) to deliver such XRP in kind to the Sponsor, in each case in such quantity as may be necessary to permit payment of such Additional Trust Expenses. The Sponsor, from time to time, may temporarily waive all or a portion of the Sponsor’s Fee of the Trust in its discretion for stated periods of time. Effective November 24, 2025, the Sponsor has determined to waive a portion of the Sponsor’s Fee until the earlier of (x) February 25, 2026 and (y) the first date on which the NAV of the Trust exceeds $ 1.0 billion (such period, the “Fee Waiver Period”). If the Trust’s NAV exceeds $ 1.0 billion prior to February 25, 2026, the Sponsor’s Fee charged on assets over $ 1.0 billion would have become 0.35 %. All investors will incur the same Sponsor’s Fee, which is the weighted average of those fee rates. Following the expiration of the Fee Waiver Period on February 25, 2026, the effective Sponsor’s Fee is now 0.35 %. Prior to the Fee Waiver Period, for the period from January 1, 2025 until November 24, 2025 and the period from September 5, 2024 (the commencement of the Trust’s operations) to December 31, 2024 , the Trust incurred Sponsor’s Fees of $ 319,778 and $ 39,417 , respectively. As of December 31, 2025 and 2024 , there were no accrued and unpaid Sponsor’s Fees. In addition, the Sponsor may pay Additional Trust Expenses on behalf of the Trust, which are reimbursable by the Trust to the Sponsor. For the year ended December 31, 2025 and the period from September 5, 2024 (the commencement of the Trust’s operations) to December 31, 2024 , the Sponsor did no t pay any Additional Trust Expenses on behalf of the Trust. 7. Risks and Uncertainties The Trust is subject to various risks including market risk, liquidity risk, and other risks related to its concentration in a single asset, XRP. Investing in XRP is currently highly speculative and volatile. The Principal Market NAV of the Trust, calculated by reference to the principal market price in accordance with U.S. GAAP, relates primarily to the value of the XRP held by the Trust, and fluctuations in the price of XRP could materially and adversely affect an investment in the Shares of the Trust. The price of XRP has a limited history. During such history, XRP prices have been volatile and subject to influence by many factors, including the levels of liquidity. If Digital Asset Markets continue to experience significant price fluctuations, the Trust may experience losses. Several factors may affect the price of XRP, including, but not limited to, global XRP supply and demand, theft of XRP from global trading platforms or vaults, competition from other forms of digital currency or payment services, global or regional political, economic or financial conditions, and other unforeseen events and situations. F- 16 The XRP held by the Trust are commingled, and the Trust’s shareholders have no specific rights to any specific XRP. In the event of the insolvency of the Trust, its assets may be inadequate to satisfy a claim by its shareholders. There is currently no clearing house for XRP, nor is there a central or major depository for the custody of XRP. There is a risk that some or all of the Trust’s XRP could be lost or stolen. There can be no assurance that the Custodian will maintain adequate insurance or that such coverage will cover losses with respect to the Trust’s XRP. Further, transactions in XRP are irrevocable. Stolen or incorrectly transferred XRP may be irretrievable. As a result, any incorrectly executed XRP transactions could adversely affect an investment in the Shares. The SEC, at least under the prior administration, has stated that certain digital assets may be considered “securities” under the federal securities laws. The test for determining whether a particular digital asset is a “security” is complex and difficult to apply, and the outcome is difficult to predict. A number of SEC and SEC staff actions with respect to a variety of digital assets demonstrate this difficulty. For example, public, though non-binding, statements by senior officials at the SEC have indicated that the SEC did not consider Bitcoin or Ether to be securities, and does not currently consider Bitcoin to be a security. Moreover, in a recent settlement with another market participant relating to allegations that it acted as an unregistered broker-dealer for facilitating trading in certain digital assets, the SEC highlighted that the firm would cease trading in all digital assets other than Bitcoin, Bitcoin Cash and Ether—activity that, if the SEC believed Ether was presently a security—would continue to constitute unregistered brokerage activity. The SEC staff has also provided informal assurances via no-action letter to a handful of promoters that their digital assets are not securities. Moreover, the SEC’s Division of Corporation Finance has published statements that it does not consider, under certain circumstances, “meme coins” or some stablecoins to be securities. However, such statements may be withdrawn at any time without notice and comment by the Division of Corporation Finance at the SEC or the SEC itself. In addition, the SEC has brought enforcement actions against the issuers and promoters of several other digital assets on the basis that the digital assets in question are securities and has not formally or explicitly confirmed that it does not deem Ether to be a security. These developments demonstrate the difficulty in applying the federal securities laws to digital assets generally. In January 2025, the SEC launched a crypto task force dedicated to developing a comprehensive and clear regulatory framework for digital assets led by Commissioner Hester Peirce. Subsequently, Commissioner Peirce announced a list of specific priorities to further that initiative, which included pursuing final rules related to a digital asset’s security status, a revised path to registered offerings and listings for digital assets-based investment vehicles, and clarity regarding digital asset custody, lending, and staking. On July 31, 2025, Chairman Atkins announced “Project Crypto,” a Commission-wide initiative to modernize securities rules for digital assets, reshore innovation in the United States, and implement the recommendations of the working group report. Chairman Atkins had directed the SEC’s policy divisions to work with the Crypto Task Force to draft “clear and simple rules of the road for crypto asset distributions, custody, and trading,” and the Commission and SEC staff will also consider using interpretive, exemptive, and other authorities with respect to digital asset markets. However, the efforts of the crypto task force have only just begun, and how or whether the SEC regulates digital asset activity in the future remains to be seen. If XRP is determined to be a “security” under federal or state securities laws by the SEC or any other agency, or in a proceeding in a court of law or otherwise, it may have material adverse consequences for XRP. For example, it may become more difficult for XRP to be traded, cleared and custodied as compared to other digital assets that are not considered to be securities, which could, in turn, negatively affect the liquidity and general acceptance of XRP and cause users to migrate to other digital assets. As such, any determination that XRP is a security under federal or state securities laws may adversely affect the value of XRP and, as a result, an investment in the Shares. In addition, if XRP is in fact a security, the Trust could be considered an unregistered “investment company” under the Investment Company Act of 1940, which could necessitate the Trust’s liquidation. In this case, the Trust and the Sponsor may be deemed to have participated in an illegal offering of securities and there is no guarantee that the Sponsor will be able to register the Trust under the Investment Company Act of 1940 at such time or take such other actions as may be necessary to ensure the Trust’s activities comply with applicable law, which could force the Sponsor to liquidate the Trust. To the extent a private key, held by the Custodian, required to access an address on the XRP Network holding XRP is lost, destroyed or otherwise compromised and no backup of the private keys are accessible, the Trust may be unable to access the XRP controlled by the private key and the private key will not be capable of being restored by the XRP Network. The processes by which XRP transactions are settled are dependent on the XRP peer-to-peer network, and as such, the Trust is subject to operational risk. A risk also exists with respect to previously unknown technical vulnerabilities, which may adversely affect the value of XRP. The Trust relies on third-party service providers to perform certain functions essential to its operations. Any disruptions to the Trust’s service providers’ business operations, resulting from business failures, financial instability, security failures, government mandated regulation or operational problems could have an adverse impact on the Trust’s ability to access critical services and be disruptive to the operations of the Trust. The Sponsor and the Trust may be subject to various litigation, regulatory investigations, and other legal proceedings that arise in the ordinary course of its business. F- 17 8. Quarterly Statements of Operations Fiscal Year Ended December 31, 2025 Three Months Ended (unaudited) (Amounts in thousands) 31-Mar-25 30-Jun-25 30-Sep-25 31-Dec-25 Year Ended December 31, 2025 Expenses Sponsor’s Fee, related party $ 82 $ 76 $ 108 $ 121 $ 387 Gross Expenses 82 76 108 121 387 Sponsor’s Fee Waiver, related party — — — ( 67 ) ( 67 ) Net Expenses 82 76 108 54 320 Net investment loss ( 82 ) ( 76 ) ( 108 ) ( 54 ) ( 320 ) Net realized and unrealized (loss) gain from: Net realized gain on investment in XRP sold to pay expenses 56 47 72 22 197 Net realized gain on investment in XRP sold for redemption of shares — — — — — Net change in unrealized appreciation/depreciation on investment in XRP ( 392 ) 1,208 2,915 ( 41,493 ) ( 37,762 ) Net realized and unrealized (loss) gain on investment ( 336 ) 1,255 2,987 ( 41,471 ) ( 37,565 ) Net (decrease) increase in net assets resulting from operations $ ( 418 ) $ 1,179 $ 2,879 $ ( 41,525 ) $ ( 37,885 ) Fiscal Period from September 5, 2024 (the Commencement of the Trust’s Operations) to December 31, 2024 (Amounts in thousands) September 5, 2024 (the Commencement of the Trust’s Operations) to September 30, 2024 (unaudited) Three Months Ended December 31, 2024 (unaudited) September 5, 2024 (the Commencement of the Trust's Operations) to December 31, 2024 Expenses Sponsor’s Fee, related party $ 1 $ 38 $ 39 Net investment loss $ ( 1 ) $ ( 38 ) $ ( 39 ) Net realized and unrealized gain from: Net realized gain on investment in XRP sold to pay expenses — 22 22 Net realized gain on investment in XRP sold for redemption of shares — — — Net change in unrealized appreciation/ depreciation on investment in XRP 99 7,146 7,245 Net realized and unrealized gain on investment 99 7,168 7,267 Net increase in net assets resulting from operations $ 98 $ 7,130 $ 7,228 F- 18 9 . Financial Highlights Per Share Performance Year Ended December 31, 2025 September 5, 2024 (the Commencement of the Trust’s Operations) to December 31, 2024 Per Share Data: Principal Market NAV, beginning of period $ 41.67 $ 10.85 Net (decrease) increase in net assets from investment operations: Net investment loss ( 0.42 ) ( 0.21 ) Net realized and unrealized (loss) gain ( 5.80 ) 31.03 Net (decrease) increase in net assets resulting from operations ( 6.22 ) 30.82 Principal Market NAV, end of period $ 35.45 $ 41.67 Total return - 14.93 % 284.06 % Ratios to average net assets: Net investment loss - 1.00 % - 2.50 % Gross expenses - 1.21 % - 0.80 % Net expenses - 1.00 % - 2.50 % Ratios of net investment loss and expenses to average net assets have been annualized. An individual shareholder’s return, ratios, and per Share performance may vary from those presented above based on the timing of Share transactions. The amount shown for a Share outstanding throughout the period may not correlate with the Statement of Operations for the period due to the number of Shares issued in Creations occurring at an operational value derived from an operating metric as defined in the Trust Agreement. Total return is calculated assuming an initial investment made at the Principal Market NAV at the beginning of the year and assuming redemption on the last day of the year. 10. Indemnifications In the normal course of business, the Trust enters into certain contracts that provide a variety of indemnities, including contracts with the Sponsor and affiliates of the Sponsor, DCG and its officers, directors, employees, subsidiaries and affiliates, and the Custodian as well as others relating to services provided to the Trust. The Trust’s maximum exposure under these and its other indemnities is unknown. However, no liabilities have arisen under these indemnities in the past and, while there can be no assurances in this regard, there is no expectation that any will occur in the future. Therefore, the Sponsor does not consider it necessary to record a liability in this regard. 11. Subsequent Events Following the expiration of the three-month Sponsor’s Fee waiver on February 25, 2026, the effective Sponsor’s Fee is now 0.35 %. As of the close of business on March 6, 2026 , the fair value of XRP determined in accordance with the Trust’s accounting policy was $ 1.36 per XRP. 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- 19