Hashdex Nasdaq CME Crypto Index ETF 10-K

Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations Cautionary Statement Regarding Forward-Looking Information This “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” contains forward looking statements by terminology such as “may,” “will,” “should,” “expect,” “plan,” “anticipate,” “believe,” “estimate,” “predict,” “potential” or the negative of these terms or other comparable terminology. All statements (other than statements of historical fact) included in this filing that address activities, events or developments that will or may occur in the future, including such matters as movements in the commodities markets and indexes that track such movements, operations of the Trust, the Sponsor’s plans and references to the future success of the Trust and other similar matters, are forward-looking statements. These statements are only predictions. Actual events or results may differ materially. These statements are based upon certain assumptions and analyses the Sponsor has made based on its perception of historical trends, current conditions and expected future developments, as well as other factors appropriate in the circumstances. Whether or not actual results and developments will conform to the Sponsor’s expectations and predictions, however, is subject to a number of risks and uncertainties, including general economic, market and business conditions, changes in laws or regulations, including those concerning taxes, made by governmental authorities or regulatory bodies, and other world economic and political developments. Consequently, all the forward looking statements made in this filing are qualified by these cautionary statements, and there can be no assurance that actual results or developments the Sponsor anticipates will be realized or, even if substantially realized, that they will result in the expected consequences to, or have the expected effects on, the operations of the Trust or the value of the Shares of the Trust. 30 Readers are cautioned not to place undue reliance on forward-looking statements because of the risks and uncertainties related to them. Except as may be required by law, the Trust does not undertake any obligation to update the forward-looking statements contained in this Annual Report to reflect any new information or future events or circumstances or otherwise. Trust Overview Hashdex Nasdaq CME Crypto Index ETF (f/k/a Hashdex Nasdaq Crypto Index US ETF, prior to January 20, 2026) (the “Trust”) is a Delaware statutory trust organized on July 12, 2024. The Trust operates pursuant to the Fifth Amended and Restated Trust Agreement, dated January 20, 2026. The Trust issues shares of beneficial interest (“Shares”), representing fractional undivided beneficial interests in the Trust. The Shares trade on The Nasdaq Stock Market, LLC (the “Exchange”) under the symbol “NCIQ”. The principal office address of the Trust is 19 West 44th Street, Suite 200, New York, NY 10036 and the Trust’s telephone number is 800-927-9800. The Trust is designed to provide investors with price exposure to certain crypto assets. Prior to January 20, 2026, such crypto assets were those included in the Nasdaq Crypto US Settlement Price™ Index (the “NCIUSS” or the “Former Index”). Effective January 20, 2026 (the “Transition Date”) , the reference index changed to the Nasdaq CME Crypto Settlement Price Index™ (the “NCIS” or the “New Index”), as detailed below. References to the “Index” as used herein refer to the Former Index prior to the Transition Date and the New Index after the Transition Date. The NCIUSS represents the daily closing value of the Nasdaq Crypto US™ Index (the “NCIUS”), and the NCIS represents the daily closing value of the Nasdaq CME Crypto™ Index (the “NCI”). The NCIUSS and the NCIS apply substantially identical methodologies, reflect the same constituents, and are both designed to measure the performance of a material portion of the overall crypto asset market. The Trust’s investment objective is to align the daily changes in the net asset value (“NAV”) of the Shares with the daily price changes of the Index, minus operational expenses and liabilities, by investing in the digital assets that are constituents of the Index or may be added as constituents of the Index in the future (the “Index Constituents”). Because the Trust’s investment objective is to track the price of the Index, changes in the price of the Shares may vary from changes in prices of the Index Constituents. The sponsor of the Trust is Hashdex Asset Management Ltd. (the “Sponsor”). CSC Delaware Trust Company is the trustee of the Trust (“Trustee”). U.S. Bancorp Fund Services, LLC (d/b/a U.S. Bank Global Fund Services) (the “Administrator” or the “Transfer Agent”) provides administrative services to the Trust. The Administrator also assists the Trust and the Sponsor with certain functions and duties relating to accounting and as the Trust’s transfer agent. Paralel Distributors LLC is the marketing agent of the Trust (the “Marketing Agent”). Coinbase Custody Trust Company, LLC, BitGo Trust Company, Inc. and Fidelity Digital Asset Services, LLC (the “Crypto Custodians”) are the custodians for the Trust’s crypto assets holdings. U.S. Bank National Association is the custodian for the Trust’s cash and cash equivalents holdings (the “Cash Custodian” and together with the Crypto Custodians, the “Custodians”). The Trust is an exchange-traded fund. The Trust does not purchase or sell digital assets other than in connection with the creation and redemption of blocks of 10,000 Shares called “Baskets” to certain broker-dealers that have entered into an agreement with the Sponsor (“Authorized Participants”), or to pay certain expenses. Investment Objective and Strategy The Shares are designed to provide investors with a straightforward means of obtaining price exposure to the Index Constituents, as opposed to direct acquisition, holding, and trading of crypto assets on a peer-to-peer or other basis or via a crypto asset platform. The Shares are intended to reduce the complexities and operational burdens associated with direct investment in these crypto assets, while maintaining an intrinsic value that reflects the investment exposure to the assets held by the Trust, less the Trust’s expenses and liabilities. This structure offers investors an alternative method of accessing the crypto asset markets through the public securities market. 31 The Sponsor will employ a passive investment strategy intended to track the changes in the Index, regardless of its direction, meaning that the Sponsor will not attempt to outperform the Index. This strategy aims to allow investors to buy and sell Shares to hedge against losses in Index-related transactions or to gain price exposure to the Index. Consistent with its investment objective, the Trust will not use its investments to enhance leverage or seek performance that is the multiple or inverse multiple of the Index. The Trust will gain exposure to the prices of the Index Constituents by purchasing these crypto assets and will maintain cash balances as necessary to cover currently due Trust-payable expenses. Absent any Share redemption orders or currently due Trust-payable expenses, the Trust’s portfolio will consist solely of Index Constituents. The Trust will not invest in any crypto assets other than the Index Constituents. The Trust will not invest in tokenized assets, or stablecoins. As of December 31, 2025, the crypto asset constituents of the Index Constituents and their weightings were as follows: Constituents Weight Bitcoin 75.24 % Ether 13.67 % XRP 6.04 % Solana 3.69 % Cardano 0.68 % Stellar 0.28 % Chainlink 0.40 % Results of Operations The discussion below addresses material changes in the results of operations for the period from February 14, 2025 (commencement of operations) to December 31, 2025. The fiscal year ended December 31, 2025 represents the Trust’s first fiscal year of operations. As such, no comparative period information is presented. On December 31, 2025, the Trust held 7 Index Constituents with an asset fair value of $121,199,193 and cash of $114,907. December 31, 2025 Total Net Assets $ 121,287,477 Shares Outstanding 5,340,000 Net Asset Value per Share $ 22.71 Closing Price $ 22.73 For the period from February 14, 2025 (the commencement of operations) through December 31, 2025, the Trust’s net assets increased from $0 at February 14, 2025 to $121,287,477 at December 31, 2025. This growth was driven primarily by net capital share transactions totaling $123,269,158, reflecting capital inflows during the Trust’s inaugural year. These inflows were partially offset by a net decrease in net assets resulting from operations of $(1,981,681), which was attributable to the combined effects of the Trust’s operating expenses and the market performance of the underlying Index Constituents held in the portfolio. The Trust recorded a net investment loss of $(255,777) for the period. The Trust generated no investment income during the period, as the crypto assets held by the Trust do not generate interest or dividends. Total expenses were $511,504, consisting of the Sponsor’s management fee (the “Management Fee”) of $511,454 and other expenses of $50. The Sponsor waived $255,727 of Management Fees during the period pursuant to its voluntary fee reduction from 0.50% to 0.25% per annum, resulting in net expenses of $255,777. The net expense ratio was 0.25% (annualized) of average net assets of approximately $117.8 million for the period. 32 In terms of portfolio performance, the Trust recognized a net realized gain of $337,807 from the sale of Index Constituents. These dispositions were primarily executed to satisfy cash redemption requests and to settle recurring fee obligations. Conversely, the Trust recorded net unrealized depreciation of $(2,063,711) on its investment portfolio. As of December 31, 2025, the fair value of the Trust’s investments in Index Constituents was $121,199,193 against a cost basis of $123,262,904. This unrealized depreciation reflects the volatility inherent in the crypto asset markets, specifically the price corrections observed in major Index Constituents, such as Bitcoin and Ethereum, during the fourth quarter of 2025. The Trust’s NAV per Share decreased from $25.00 at inception to $22.71 at December 31, 2025, representing a total return at NAV of (9.15)% for the period. The market price per Share at December 31, 2025, was $22.73, reflecting a total return at market value of (9.07)%. The Shares traded at a premium of $0.02 per Share relative to NAV at the period end. During the period, the Trust created 5,580,000 Shares, representing $129,294,147 in proceeds, and redeemed 240,000 Shares, representing $(6,058,792) in redemption payments. Transaction fees of $33,803 were also received. The net increase from capital share transactions was $123,269,158. As of December 31, 2025, there were 5,340,000 Shares outstanding. Period ended December 31, 2025 Average daily total net assets $ 117,779,619 Net realized and unrealized loss on Index Constituents $ 337,807 Interest income earned on cash equivalents $ - Net income (loss) $ (255,777 ) Weighted average share outstanding 4,361,798 Management Fees $ 511,454 Total fees and other expenses excluding Management Fees $ 50 Brokerage commissions $ - Total expense ratio 0.50 % Net investment income 0.25 % Creation of Shares 5,580,000 Redemption of Shares (240,000 ) 33 The graphs below show the actual Shares outstanding, total net assets and NAV per Share for the Trust from commencement of operations to December 31, 2025 and serves to illustrate the relative changes of these components. 34 Index Performance The following graph illustrates changes in the Trust’s NAV, as reflected by the graph “Comparison of NAV to Index” for the year ended December 31, 2025. The Trust’s Index for the year ended December 31, 2025 was the NCIUSS. 35 Comparison of NAV to INDEX for the Year Ended December 31, 2025 NEITHER THE PAST PERFORMANCE OF THE TRUST NOR THE PRIOR INDEX LEVELS AND CHANGES, POSITIVE OR NEGATIVE, SHOULD BE TAKEN AS AN INDICATION OF THE TRUST’S FUTURE PERFORMANCE. The graph above compares the return of the Trust with NCIUSS’ returns for the year ended December 31, 2025. The difference in the NAV price and the Index value often results in the appearance of a NAV premium or discount to the Index. Differences in the Index and the Trust’s NAV per Share are due to such factors as the Trust’s operating expenses and transaction costs associated with portfolio rebalancing and cash creation and redemption activities. Frequency Distribution of Premiums and Discounts The frequency distribution chart below presents information about the difference between the daily market price for Shares of the Trust and the Trust’s reported NAV per Share. The amount that the Trust’s market price is above the reported NAV is called the premium. The amount that the Trust’s market price is below the reported NAV is called the discount. The market price is determined using the midpoint between the highest bid and the lowest offer on the listing exchange, as of the time that the Trust’s NAV is calculated (usually 4:00 p.m. Eastern Time (“E.T.”)). The chart shows the number of trading days in which the Trust traded within the premium/discount range indicated. NEITHER THE PAST PERFORMANCE OF THE TRUST NOR THE PRIOR INDEX LEVELS AND CHANGES, POSITIVE OR NEGATIVE, SHOULD BE TAKEN AS AN INDICATION OF THE TRUST’S FUTURE PERFORMANCE Q1 Q2 Q3 Q4 Total 2025 Days at premium 16 21 19 21 77 Days at NAV 2 7 4 7 20 Days at discount 14 34 41 36 125 36 The performance data above for the Trust represents past performance. Past performance is not a guarantee of future results. Investment return and value of the Trust’s Shares will fluctuate so that an investor’s Shares, when sold, may be worth more or less than their original cost. Performance may be lower or higher than performance data quoted. Liquidity and Capital Resources The Trust is not aware of any trends, demands, conditions or events that are reasonably likely to result in material changes to its liquidity needs. In exchange for a 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 during the period covered by this Annual Report on Form 10-K (the “Annual Report”) was the Sponsor’s Management Fee. The Trust’s only source of liquidity is its transfers and sales of Index Constituents. Only an Authorized Participant may engage in creation or redemption transactions directly with the Trust. The Trust has a limited number of institutions that act as Authorized Participants. To the extent that these institutions exit the business or are unable to proceed with creation and/or redemption orders with respect to the Trust and no other Authorized Participant is able to step forward to create or redeem creation units, Shares may trade at a discount to NAV and possibly face trading halts and/or delisting. In addition, a decision by a market maker, lead market maker, or other large investor to cease activities for the Trust or a decision by a secondary market purchaser to sell a significant number of the Trust’s Shares could adversely affect liquidity, the spread between the bid and ask quotes, and potentially the price of the Shares. The Sponsor can make no guarantees that participation by Authorized Participants or market makers will continue. A market disruption, such as a government taking regulatory or other actions that disrupt the market in Index Constituents, can also make it difficult to liquidate a position. Unexpected market illiquidity may cause major losses to investors at any time or from time to time. In addition, the Trust does not intend at this time to establish a credit facility, which would provide an additional source of liquidity, but instead will rely only on the cash and cash equivalents that it holds to meet its liquidity needs. Critical Accounting Estimates In preparing financial statements in conformity with accounting principles generally accepted in the United States of America (“GAAP”), management makes estimates and assumptions that affect the reported amounts of assets, liabilities and disclosures of contingent assets and liabilities at the date of the financial statements, as well as the reported amount of revenue and expenses reported during the period. Actual results could differ from these estimates. In addition, please refer to Note 2 to the Financial Statements included in this Annual Report for further discussion of the Trust’s accounting policies. Off-Balance Sheet Arrangements The Trust has no off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on the Trust’s financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures, or capital resources that are material to investors. Item 7A. Quantitative and Qualitative Disclosures about Market Risk s Not applicable to smaller reporting companies. Item 8. Financial Statements and Supplementary Data See Index to Financial Statements on page F-1 for a list of the financial statements being filed herein. Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure None. 37