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Item 8. Financial Statements and Supplementary Data

2026-03-02 compared with 2025-02-28 · 106 added, 60 removed, 266 unchanged (38% of the section changed)

1 unchanged sentence

Index to Financial Statements

Report of Management on Internal Control Over Financial Reporting

Report of Independent Registered Public Accounting Firm (PCAOB ID 238 )

Statement of Financial Condition as of December 31, 2024

Statements of Financial Condition as of December 31, 2025 and 2024

Schedule of Investments as of December 31, 2025

Statement of Income and Expenses for the Period June 17, 2024 to December 31, 2024

Schedule of Investments as of December 31, 2024

Statements of Income and Expenses for the Year Ended December 31, 2025 and the Period June 17, 2024 to December 31, 2024

Statement of Changes in Shareholders' Equity for the Year Ended December 31, 2025

Statement of Changes in Shareholders' Equity for the Period June 17, 2024 to December 31, 2024

Statement of Cash Flows for the Period June 17, 2024 to December 31, 2024

Statements of Cash Flows for the Year Ended December 31, 2025 and the Period June 17, 2024 to December 31, 2024

Notes to Financial Statements

Report of Management on Internal Control

Over Financial Reporting

Management of Invesco Capital Management LLC, as sponsor (the “Sponsor”) of the Invesco Galaxy Ethereum ETF (the “Trust”), is responsible for establishing and maintaining adequate internal control over financial reporting, as defined under Rule 13a-15(f) and 15d-15(f) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”).

Internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with U.S.

generally accepted accounting principles.

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements.

Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

We, Brian Hartigan, Principal Executive Officer, and Kelli Gallegos, Principal Financial and Accounting Officer, Investment Pools, of the Sponsor, assessed the effectiveness of the Trust’s internal control over financial reporting as of December 31, 2025.

In making this assessment, we used the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission (“COSO”) in Internal Control—Integrated Framework (2013).

Based on our assessment and those criteria, we have concluded that the Trust maintained effective internal control over financial reporting as of December 31, 2025.

/ S / BRIAN HARTIGAN

Brian Hartigan

Principal Executive Officer

/ S / KELLI GALLEGOS

Kelli Gallegos

Principal Financial and Accounting

Officer, Investment Pools

February 27, 2026

Report of Independent Registered Public Accounting Firm

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Opinion on the Financial Statements

We have audited the accompanying statement of financial condition, including the schedule of investments, of Invesco Galaxy Ethereum ETF (the “Trust”) as of December 31, 2024 and the related statements of income and expenses, of changes in shareholders’ equity and of cash flows for the period June 17, 2024 through December 31, 2024, including the related notes, (collectively referred to as 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, 2024, and the results of its operations and its cash flows for the period June 17, 2024 through December 31, 2024 in conformity with accounting principles generally accepted in the United States of America.

We have audited the accompanying statements of financial condition, including the schedules of investments, of Invesco Galaxy Ethereum ETF (the “Trust) as of December 31, 2025 and 2024, and the related statements of income and expenses, of changes in shareholders’ equity and of cash flows for the year ended December 31, 2025 and for the period June 17, 2024 to December 31, 2024, including the related notes (collectively referred to as 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 2024, and the results of its operations and its cash flows for the year ended December 31, 2025 and for the period June 17, 2024 through December 31, 2024 in conformity with accounting principles generally accepted in the United States of America.

Basis for Opinion

These financial statements are the responsibility of the Trust’s management.

Our responsibility is to express an opinion on the Trust’s financial statements based on our audit.

Our responsibility is to express an opinion on the Trust’s 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 audit of these financial statements 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 audit included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks.

We conducted our audits of these financial statements in accordance with the standards of the PCAOB.

Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud.

The Trust is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting.

As part of our audits we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Trust's internal control over financial reporting.

Accordingly, we express no such opinion.

Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks.

Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements.

Our audit also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements.

We believe that our audit provides a reasonable basis for our opinion.

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/ PricewaterhouseCoopers LLP

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Invesco Galaxy Ethereum ETF

Statement of Financial Condition

December 31, 2024

Investments in Ether, at value (cost $ 19,846,885 as of December 31, 2024)

Statements of Financial Condition

December 31, 2025 and 2024

Investments in Ether, at value (cost $ 22,471,959 and $ 19,846,885 , respectively)

Accrued Sponsor’s fee

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See accompanying Notes to Financial Statements which are an integral part of the financial statements.

Invesco G alaxy Ethereum ETF

Schedule of Investments

December 31, 2024

% of Net Assets

Cryptocurrency

Total Investments

Other Assets Less Liabilities

See accompanying Notes to Financial Statements which are an integral part of the financial statements.

Invesco Galaxy Ethereum ETF

Statement of Income and Expenses

Statements of Income and Expenses

For the Year Ended December 31, 2025 and the Period June 17, 2024 to December 31, 2024

For the Period June 17, 2024 to December 31,

For the Period June 17, 2024 to

December 31, 2024

Sponsor’s fee

Total Expenses

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Net Realized Gain (Loss)

Net Change in Unrealized Gain (Loss) from Investments in

Net Realized and Net Change in Unrealized Gain (Loss) from Investments in Ether

Net Change in Unrealized Gain (Loss) on Investments in

Net Realized and Net Change in Unrealized Gain (Loss) on Investments in Ether

Net Income (Loss)

2 unchanged sentences

Statement of Changes in Shareholders' Equity

For the Year ended December 31, 2025

Shareholders'

Balance at December 31, 2024

Purchases of Shares

Redemption of Shares

Net Increase (Decrease) due to Share Transactions

Net Income (Loss)

Net Investment Income (Loss)

Net Realized Gain (Loss) on Investments in Ether Sold for Sponsor Fee and Redemptions

Net Change in Unrealized Gain (Loss) on Investments in Ether

Net Income (Loss)

Net Change in Shareholders' Equity

Balance at December 31, 2025

See accompanying Notes to Financial Statements which are an integral part of the financial statements.

Invesco Galaxy Ethereum ETF

Statement of Changes in Share holders' Equity

For the Period June 17, 2024 to December 31, 2024

6 unchanged sentences

Net Investment Income (Loss)

Net Realized Gain (Loss) from Investments in Ether Sold for Sponsor Fee and Redemptions

Net Change in Unrealized Gain (Loss) from Investments in Ether

Net Realized Gain (Loss) on Investments in Ether Sold for Sponsor Fee and Redemptions

Net Change in Unrealized Gain (Loss) on Investments in Ether

Net Income (Loss)

3 unchanged sentences

Invesco Galaxy Ethereum ETF

Statement of Cash Flows

For the Period June 17, 2024 to December 31, 2024

Statements of Cash Flows

For the Year Ended December 31, 2025 and the Period June 17, 2024 to December 31, 2024

Cash flows from operating activities:

4 unchanged sentences

Proceeds from Ether sold for Redemptions

Net Realized (Gain) Loss from Investments in Ether Sold to pay Sponsor Fee

Net Realized (Gain) Loss on Investments in Ether Sold to for Redemptions

Net Change in Unrealized (Gain) Loss from Investments in Ether

Net Realized (Gain) Loss on Investments in Ether Sold to pay Sponsor Fee

Net Realized (Gain) Loss on Investments in Ether Sold for Redemptions

Net Change in Unrealized (Gain) Loss on Investments in Ether

Change in operating assets and liabilities:

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Securities and Exchange Commission (the “SEC”).

The Trust commenced trading on the Cboe BZX Inc.

The Trust commenced trading on the Cboe BZX Exchange, Inc.

(the “Exchange”) on July 23, 2024.

5 unchanged sentences

The Trust's NAV is an amount denominated in U.S.

This Annual Report (the “Annual Report”) covers the period beginning June 17, 2024 to December 31, 2024 .

This Annual Report (the “Annual Report”) covers the year ended December 31, 2025 and the period beginning June 17, 2024 to December 31, 2024.

Note 2 – Summary of Significant Accounting Policies

Basis of Presentation

The financial statements of the Trust have been prepared using accounting principles generally accepted in the United States of America (“U.S.

The financial statements of the Trust have been prepared using accounting principles generally accepted in the United States of

America (“U.S.

The Trust is considered an investment company under U.S.

GAAP for financial statement purposes and follows the accounting and reporting guidance applicable to investment companies in the Financial Accounting Standards Board Accounting Standards Codification Topic 946, Financial Services — Investment Companies , but is not registered, and is not required to be registered, under the Investment Company Act of 1940, as amended.

GAAP for financial statement purposes and follows the accounting and reporting guidance applicable to investment companies in the Financial Accounting Standards Board (“FASB”) Accounting Standards Codification Topic 946, Financial Services — Investment Companies , but is not registered, and is not required to be registered, under the Investment Company Act of 1940, as amended.

Accounting Estimates

The preparation of financial statements in conformity with U.S.

GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities at the date of the financial statement.

GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities at the date of the financial statements.

Actual results could differ from those estimates.

In addition, the Trust monitors for material events or transactions that may occur or become known after the period-end date and before the date the financial statements are issued.

Crypto Assets

In December 2023, the FASB issued Accounting Standards Update (“ASU”) 2023-08 , Intangibles - Goodwill and Other - Crypto Assets (Subtopic 350-60):

Accounting for and Disclosure of Crypto Assets (“ASU 2023-08”).

The issuance is intended to improve the accounting for certain crypto assets by requiring an entity to measure those crypto assets at fair value each reporting period with changes in fair value recognized in net income.

The amendments also improve the information provided to investors about

an entity's crypto asset holdings.

Adoption of the new standard had no material impact on the Trust's financial statements.

See Note 2 - Summary of Significant Accounting Policies - F.

Investment Valuations for more information on the Trust's valuation practices.

Segment Reporting

In November 2023, the FASB issued Accounting Standards Update 2023-07 , Segment Reporting (Topic 280):

Improvements to Reportable Segment Disclosures (“ASU 2023-07”), with the intent of improving reportable segment disclosure requirements, primarily through enhanced disclosures about significant segment expenses, allowing financial statement users to better understand the components of a segment's profit or loss and assess potential future cash flows for each reportable segment and the entity as a whole thereby enabling better understanding of how an entity's segments impact overall performance.

The Trust represents a single operating segment.

Subject to the oversight and, when applicable, approval of the Board of Managers, the Trust's Sponsor acts as the Trust's chief operating decision maker (“CODM”), assessing performance and making decisions about resource allocation within the Trust.

The CODM monitors the operating results as a whole and the Trust's long-term strategic asset allocation is determined in accordance with the terms of its prospectus based on a defined investment strategy.

The Trust represents a single operating segment, in accordance with ASC 280, Segment Reporting.

Subject to the oversight and, when applicable, approval of the Board of Managers, portfolio managers and senior executives at the Sponsor act as the Trust’s chief operating decision maker (“CODM”), assessing performance and making decisions about resource allocation within the Trust.

CODM monitors the operating results as a whole, and the Trust's long-term strategic asset allocation is determined in accordance with the terms of its prospectus based on a defined investment strategy.

The financial information provided to and reviewed by the CODM is consistent with that presented in the Trust's financial statements.

Adoption of the new standard impacted the Trust's financial statement note disclosures only and did no t affect the Trust's financial position or the results of its operations.

Cash and Cash Equivalents

The Trust defines cash as cash held by the Cash Custodian (as defined below).

There were no cash equivalents held by the Trust as of December 31, 2024 .

There were no cash equivalents held by the Trust as of December 31, 2025 and 2024.

Investment Valuations

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In certain cases, the Trust will pay for some expenses in addition to the Sponsor Fee (defined herein).

These exceptions include expenses not assumed by the Sponsor (i.e., expenses other than those identified in Section H of this Note 2), litigation and indemnification expenses, judgments, transactional expenses, taxes and other expenses not expected to be incurred in the ordinary course of the Trust’s business.

The only expenses of the Trust during the period ended December 31, 2024 were the Sponsor Fee.

These exceptions include expenses not assumed by the Sponsor (i.e., expenses other than those identified in Section G of this Note 2), litigation and indemnification expenses, judgments, transactional expenses, taxes and other expenses not expected to be incurred in the ordinary course of the Trust’s business.

The only expenses of the Trust during the year ended December 31, 2025 and the period ended December 31, 2024 were the Sponsor Fee.

Federal Income Taxes

3 unchanged sentences

federal income tax and, therefore, no provision for federal income taxes is required.

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, gain, losses and deductions will “flow through” to each beneficial owner of Shares.

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, gain, losses and deductions will “flow through” to each beneficial owner of Shares.

Note 3 – Concentration Risk

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The Cash Custodian

BNYM serves as the Trust’s Cash Custodian.

BNYM serves as the Trust's cash custodian (the “Cash Custodian”).

Under the Cash Custody Agreement, the Cash Custodian is responsible for holding the Trust's cash in connection with creation and redemption transactions effected in cash.

29 unchanged sentences

Prices are determined using significant unobservable inputs.

In situations where quoted prices or observable inputs are unavailable (for example, when there is little or no market activity for an investment at the end of the period), unobservable inputs

In situations where quoted prices or observable inputs are unavailable (for example, when there is little or no market activity for an investment at the end of the period), unobservable inputs may be used.

Unobservable inputs reflect the Trust’s own assumptions about the factors market participants would use in determining fair value of the securities or instruments and would be based on the best available information.

4 unchanged sentences

The Trust expects to purchase or sell ether in connection with cash creation or redemption transactions, and may sell ether to pay certain expenses, including the Sponsor Fee.

The following is a summary of the transactions in, and earnings from, investments in ether for the period ended December 31, 2024.

The following is a summary of the transactions in, and earnings from, investments in ether for the year ended December 31, 2025 and the period ended December 31, 2024.

Opening Balance as of December 31, 2024

Purchases at Cost

Proceeds from Sales to Pay Sponsor Fee

Proceeds from Ether sold for Redemptions

Change in Unrealized Appreciation (Depreciation)

Net Realized Gain (Loss) on Investments in Ether Sold to pay Sponsor Fee

Net Realized Gain (Loss) on Investments in Ether Sold for Redemptions

Ending Balance as of December 31, 2025

Opening Balance as of June 17, 2024

3 unchanged sentences

Change in Unrealized Appreciation (Depreciation)

Net Realized (Gain) Loss from Investments in Ether Sold to pay Sponsor Fee

Net Realized (Gain) Loss on Investments in Ether Sold to for Redemptions

Net Realized Gain (Loss) on Investments in Ether Sold to pay Sponsor Fee

Net Realized Gain (Loss) on Investments in Ether Sold for Redemptions

Ending Balance as of December 31, 2024

2 unchanged sentences

When the Trust issues or redeems its Shares, it will do so only in Creation Baskets based on the quantity of ether attributable to each Share of the Trust (net of accrued but unpaid Sponsor fees and any accrued but unpaid expenses or liabilities).

Creation and redemption transactions take place in cash, but in the future, pending regulatory approval, the Trust may permit or require creation and redemption transactions to take place in-kind.

Creation and redemption transactions are conducted in exchange for ether in-kind or cash.

Authorized Participants are the only persons that may place orders to create and redeem Creation Baskets.

1 unchanged sentence

To become an Authorized Participant, a person must enter into an Authorized Participant Agreement.

When purchasing Creation Baskets in-kind with ether, Authorized Participants deliver ether to the Ethereum Custodian.

After confirming receipt of the ether by the Ethereum Custodian, the Transfer Agent is authorized by the Sponsor to issue Creation Baskets of Shares to the creating Authorized Participant in satisfaction of the creation order.

When purchasing Creation Baskets, Authorized Participants will deliver cash to the Cash Custodian.

1 unchanged sentence

After receipt of the ether by the Ethereum Custodian, the Transfer Agent will issue Creation Baskets of Shares to the creating Authorized Participant in satisfaction of the creation order.

When redeeming Creation Baskets in-kind for ether, the Transfer Agent will redeem the Shares and the Ethereum Custodian will distribute the resulting ether to the redeeming Authorized Participant in satisfaction of the redemption order.

When redeeming Creation Baskets, the Execution Agent will be responsible for selling the requisite amount of ether on behalf of the Trust on an agency basis.

3 unchanged sentences

The Trust’s organizational documents provide for the Trust to indemnify the Sponsor and any affiliate of the Sponsor that provides services to the Trust to the maximum extent permitted by applicable law, subject to certain exceptions for disqualifying conduct by the Sponsor or such an affiliate.

The Trust’s maximum exposure under these arrangements is unknown as this would involve future claims that may be made against the Trust that have not yet occurred.

The Trust’s maximum exposure under these

arrangements is unknown as this would involve future claims that may be made against the Trust that have not yet occurred.

Further, the Trust has not had prior claims or losses pursuant to these contracts.

Note 10 – Financial Highlights

The Trust is presenting the following NAV and financial highlights related to investment performance for a Share outstanding for the period July 22, 2024 to December 31, 2024.

The Trust is presenting the following NAV and financial highlights related to investment performance for a Share outstanding for the year ended December 31, 2025 and the period July 22, 2024 to December 31, 2024.

An individual investor’s return and ratios may vary based on the timing of capital transactions.

28 unchanged sentences

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

What changed 10-K

Item 8. Financial Statements and Supplementary Data