Item 9A. Controls and Procedures
Item
9A. Controls and Procedures
Disclosure
Controls and Procedures
The duly authorized officers of the Sponsor performing functions equivalent
to those a principal executive officer and principal financial officer of the Trust would perform if the Trust had any officers, have
evaluated the effectiveness of the Trust’s disclosure controls and procedures, and have concluded that the disclosure controls and
procedures of the Trust were effective as of the end of the period covered by this Annual Report on Form 10-K to provide reasonable assurance
that information required to be disclosed in the reports that the Trust files or submits under the Exchange Act is recorded, processed,
summarized and reported, within the time periods specified in the applicable rules and forms, and that it is accumulated and communicated
to the duly authorized officers of the Sponsor performing functions equivalent to those a principal executive officer and principal financial
officer of the Trust would perform if the Trust had any officers, as appropriate to allow timely decisions regarding required disclosure.
There
are inherent limitations to the effectiveness of any system of disclosure controls and procedures, including the possibility of human
error and the circumvention or overriding of the controls and procedures.
Exemption
from Management’s Report on Internal Control over Financial Reporting
This
Form 10-K does not include a report of management’s assessment regarding internal control over financial reporting due to a transition
period established by rules of the SEC for newly public companies.
Item
9B. Other Information
No officers or directors of the Sponsor have adopted , modified , or terminated trading plans under either a Rule 10b5-1 or non-Rule 10b5-1 trading arrangement (as such terms are defined in Item 408 of Regulation S-K of the Securities Act) during the period September 17, 2025 (date of initial seed) through September 30, 2025.
Item
9C. Disclosure Regarding Foreign Jurisdictions that Prevent Inspections
Not
applicable.
74
PART
III
Item
10. Directors, Executive Officers, and Corporate Governance
The
Trust does not have any directors, officers, or employees. The following persons, in their respective capacities as directors or executive
officers of the Sponsor, a Delaware limited liability company, perform certain functions with respect to the Trust that, if the Trust
had directors or executive officers, would typically be performed by them.
Russell
Barlow is CEO of the Sponsor, Duncan Moir is President of the Sponsor, Edel Bashir is Chief Operating Officer of the Sponsor and Andres
Valencia is the Executive Vice President of Investment Management for the Sponsor.
Mr.
Russell Barlow , 51, has been the Chief Executive Officer of the Sponsor since March 2025, contributing more than 25 years of
expertise in regulated asset management. Previously, Russell was the Global Head of Multi Asset and Alternative Investment Solutions
and Global Head of Alternative Investment Solutions at abrdn plc, a global investment company (“abrdn”). Over the course
of his career, he has designed, launched and managed a wide range of investment products. Additionally, Russell has held a position as
a Non-Executive Director at Archax, the UK’s first FCA-regulated digital asset exchange.
Mr.
Duncan Moir , 40, has been the President of the Sponsor since March 2025, with deep expertise in crypto and blockchain strategy.
Previously, Duncan was a Senior Investment Manager at abrdn. He is an independent board member of Hedera Hashgraph LLC and an advisor
to Web3 companies. A University of Strathclyde graduate with a BA (Hons) in Economics, he is also a CFA and CAIA charterholder.
Ms.
Edel Bashir , 46, has been the Chief Operating Officer of the Sponsor since March 2025, with over 20 years of experience in asset
management. Previously, Edel was the COO of Multi Asset and Alternative Investment Solutions, COO of Alternatives and a Senior Investment
Manager at abrdn. Her expertise includes operation strategy, portfolio management, and hedge fund research. A graduate of University
College Cork, Ireland with a BSc in Finance, she has held senior roles across Bermuda, Dublin and Boston.
Mr.
Andres Valencia , 38, is the Executive Vice President of Investment Management at the Sponsor and a member of the Executive Committee.
Before Andres joined the Sponsor in June 2021, he was a VP of Operations at JPMorgan as part of the Beta Strategies Group and helped
launch and build the company’s ETF business. Andres has over ten years of experience managing ETFs. Andres started his career in
Asset Servicing at Bank of New York Mellon covering commodity and currency ETFs.
The
Trust does not have a code of ethics as it does not have any directors, officers, or employees.
The
Sponsor has a code of ethics (the “Code of Ethics”) that applies to its executive officers, including its Principal Executive
Officer and Principal Financial Officer, who perform certain functions with respect to the Trust that, if the Trust had executive officers
would typically be performed by them. The Sponsor’s Policies are in place and require that the Sponsor eliminate, mitigate, or
otherwise disclose conflicts of interest. Additionally, the Sponsor has adopted policies and procedures requiring that certain applicable
personnel pre-clear personal trading activity in which Dogecoin is the referenced asset. The Sponsor has also implemented an Information
Barrier Policy restricting certain applicable personnel from obtaining sensitive information. The Sponsor believes that these controls
are reasonably designed to mitigate the risk of conflicts of interest and other impermissible activity. The Code of Ethics is available
on request, free of charge, by writing the Sponsor at etf@21shares.com or calling the Sponsor at (646) 370-6016.
Insider
Trading Policy
The
Trust does not have an insider trading policy as it does not have any directors, officers, or employees.
The Sponsor has adopted an insider trading policy applicable to the Sponsor’s directors, officers and employees, which is included as an exhibit to this annual report on Form 10-K.
75
Item
11. Executive Compensation
The
Trust does not have directors or executive officers. The only ordinary expense paid by the Trust is the Sponsor’s fee.
Item
12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters
Security
Ownership of Certain Beneficial Owners
There are no persons known by the Trust to own directly or indirectly
beneficially more than 5% of the outstanding Shares of the Trust as of March 13, 2026.
Security
Ownership of Management
The
Trust does not have directors or executive officers.
Change
in Control
Neither
the Sponsor nor the Trustee knows of any arrangements which may subsequently result in a change in control of the Trust.
Securities
Authorized for Issuance under Equity Compensation Plans
The
Trust has no securities authorized for issuance under equity compensation plans.
Item
13. Certain Relationships and Related Transactions
See
Item 11.
Item
14. Principal Accounting Fees and Services
Fees
for services performed by Cohen & Company, Ltd., as paid by the Sponsor from the Sponsor Fee, for the period ended September 30,
2025 were:
2025
Audit fees
$ 15,650
Audit-related fees
$ -
Tax fees
$ -
All other fees
$ -
Total
$ 15,650
In
the table above, in accordance with the SEC’s definitions and rules, Audit Fees are fees paid to Cohen & Company, Ltd. for
professional services for the audit of the Trust’s financial statements included in the Form 10-K and review of financial statements
included in the Forms 10-Q, and for services that are normally provided by the accountants in connection with regulatory filings or engagements.
Audit Related Fees are fees for assurance and related services that are reasonably related to the performance of the audit or review
of the Trust’s financial statements.
Approval
of Independent Registered Public Accounting Firm Services and Fees
The
Sponsor approved all of the services provided by Cohen & Company, Ltd. described above. The Sponsor pre-approved all audit services
of the independent registered public accounting firm, including all engagement fees and terms.
76
PART IV
Item 15.
Exhibits and Financial Statement Schedules
(a)(1)
Financial Statements
See
Index to Financial Statements on page F-1.
(a)(2)
Financial Statement Schedules
No
financial statement schedules are filed herewith because (i) such schedules are not required or (ii) the information required
has been presented in the aforementioned financial statements.
(a)(3)
Exhibits
The
following documents are filed herewith or incorporated herein and made a part of this Annual Report:
No.
Exhibit Description
3.1
Trust Agreement (1)
3.2
Second Amended and Restated Trust Agreement (2)
3.3
Certificate of Trust (1)
3.4
Certificate of Amendment to Certificate of Trust (1)
4.1
Description of Securities Registered
under Section 12 of the Securities Exchange Act of 1934 (2)
10.1
Form of Sponsor Agreement (1)
10.2
Form of Authorized Participant Agreement (Type A) (1)
10.3
Form of Prime Broker Agreement (1)
10.4
Form of Coinbase Custody Agreement (1) (included as Exhibit A to Form of Prime Broker Agreement)
10.5
Form of Fund Administration and Accounting Agreement (1)
10.6
Form of Transfer Agency and Services Agreement (1)
10.7
Form of Benchmark Licensing Agreement (1)
10.8
Support Services Agreement (4)
10.9
Form of Marketing Agent Agreement (3)
10.10
Form of Cash Custody Agreement (1)
10.11
Audit Seed Subscription Agreement (1)
10.12
Initial Seed Creation Subscription Agreement (1)
10.13
Form of BitGo Custody Agreement (1)
10.14
Form of Anchorage Custody Agreement (1)
10.15
Form of Authorized Participant Agreement (Type B) (5)
19.1
Insider Trading Policies and Procedures (2)
23.1
Consent of Independent Registered Public Accounting Firm (2)
31.1
Certification by Principal Executive Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 (2)
31.2
Certification by Principal Financial Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 (2)
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 (2)
32.2
Certification by Principal Financial Officer Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (2)
97.1
Executive Officer Incentive-Based Compensation Clawback Policy (2)
101.INS
Inline XBRL Instance Document.*
101.SCH
Inline XBRL Taxonomy Extension Schema Document.*
101.CAL
Inline XBRL Taxonomy Extension Calculation Linkbase Document.*
101.DEF
Inline XBRL Taxonomy Extension Definition Linkbase Document.*
101.LAB
Inline XBRL Taxonomy Extension Label Linkbase Document.*
101.PRE
Inline XBRL Taxonomy Extension Presentation Linkbase Document.*
104
Cover Page Interactive Data File (Embedded as Inline XBRL document and contained in Exhibit 101).*
(1) Incorporated
by reference to the Trust's Amendment No. 5 to Registration Statement on Form S-1, filed on December 2, 2025.
(2)
Filed
herewith.
(3) Incorporated
by reference to the Trust's Amendment No. 4 to Registration Statement on Form S-1, filed on October 17, 2025.
(4) Incorporated
by reference to the Trust's Amendment No. 3 to Registration Statement on Form S-1, filed on September 10, 2025.
(5) Incorporated
by reference to the Trust's Amendment No. 6 to Registration Statement on Form S-1, filed on December 22, 2025.
Item 16.
Form 10-K Summary
None.
77
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, thereunto duly authorized.
21Shares
Dogecoin ETF (Registrant)
By:
21Shares US LLC, its Sponsor
Signature
Title
(Capacity)
Date
/s/
Russell Barlow
Chief
Executive Officer
March
13, 2026
Russell
Barlow
(Principal
Executive Officer)
/s/
Duncan Moir
President
(Principal
Financial Officer and
March
13, 2026
Duncan
Moir
Principal
Accounting Officer)
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, thereunto duly authorized.
Signature
Title
(Capacity)
Date
/s/
Russell Barlow
Chief
Executive Officer
March
13, 2026
Russell
Barlow
(Principal
Executive Officer)
/s/
Duncan Moir
President
(Principal
Financial Officer and
March
13, 2026
Duncan
Moir
Principal
Accounting Officer)
78
21shares
Dogecoin ETF
index to financial statements
Page
Report of Independent Registered Public Accounting Firm (PCAOB ID 925 ) F-2
Statement of Assets and Liabilities F-3
Statement of Changes in Net Assets F-4
Notes to Financial Statements F-5
F- 1
Report of Independent Registered Public Accounting Firm
To the Sponsor and Shareholder of
21Shares Dogecoin ETF
Opinion on the Financial Statements
We have audited the accompanying statement of assets and liabilities of 21Shares Dogecoin ETF (the “Trust”) as of September 30, 2025, and the related statement of changes in net assets, including the related notes, for the period September 17, 2025 (date of initial seed) through September 30, 2025 (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 September 30, 2025, and the changes in its net assets for the period September 17, 2025 (date of initial seed) through September 30, 2025, 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. 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 in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement whether due to error or fraud. The 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 audit, we are required to obtain an understanding of internal control over financial reporting, but not for the purpose of expressing an opinion on the effectiveness of the Trust’s internal control over financial reporting. Accordingly, we express no such opinion.
Our audit included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements and confirmation of cash owned as of September 30, 2025, by correspondence with the custodian. 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.
We have served as the Trust’s auditor since 2025 .
/s/ Cohen & Company, Ltd.
COHEN & COMPANY, LTD.
Towson, Maryland
March 13, 2026
F- 2
21SHARES
DOGECOIN ETF
STATEMENT
OF ASSETS AND LIABILITIES*
September 30, 2025
Assets
Cash $ 100
Total assets 100
Liabilities
Total liabilities $ -
Commitments and contingent liabilities (Note 7)
Net assets $ 100
Net assets consist of
Paid-in-capital $ 100
$ 100
Shares issued and outstanding, no par value, unlimited amount authorized 2
Net asset value per share $ 50.00
* No prior comparative statement has been provided as this is the first fiscal year of the Trust’s operations.
The accompanying notes are an integral part of the financial
statements.
F- 3
21Shares
DOGECOIN ETF
STATEMENT
OF CHANGES IN NET ASSETS
For the period
September 17,
2025
(date of initial seed)
through
September 30,
2025*
Net assets, beginning of period $ –
Contributions for Shares issued 100
Distributions for Shares redeemed –
Net investment loss –
Net change in unrealized gain on other payable, related party –
Net change in unrealized depreciation on investment in Dogecoin –
Net assets, end of period $ 100
Shares issued and redeemed
Shares issued 2
Shares redeemed –
Net increase (decrease) in Shares issued and outstanding 2
* No
prior comparative statement has been provided as this is the first fiscal year of the Trust’s operations.
The
accompanying notes are an integral part of the financial statements.
F- 4
21Shares
Dogecoin ETF
Notes
to Financial Statements
1. Organization
The 21Shares Dogecoin ETF (the “Trust”) is a Maryland statutory trust, formed on April 1, 2025, pursuant to the Maryland Statutory Trust Act (“MSTA”). The Trust was initially registered with the name of Jura Pentium Trust 10. The Trust changed its name from Jura Pentium Trust 10 to 21Shares Dogecoin ETF on April 7, 2025. The Trust operates pursuant to an Amended and Restated Trust Agreement (the “Trust Agreement”). Wilmington Trust, N.A., a Maryland trust company, is the trustee of the Trust (the “Trustee”). The Trust is managed and controlled by 21Shares US LLC (the “Sponsor”). The Sponsor is a limited liability company formed in the state of Delaware on June 16, 2021, and is a wholly owned subsidiary of Jura Pentium Inc. In November 2025, 21co Holdings Limited, Jura Pentium Inc.’s former ultimate parent company, was acquired by FalconX Holdings Limited, which became the ultimate parent of Jura Pentium Inc. and the Sponsor. Coinbase Custody Trust Company, LLC (“Coinbase”), Anchorage Digital Bank N.A. (“Anchorage”), and BitGo Bank & Trust N.A. (“BitGo” and together with Coinbase and Anchorage, as the context may require, the “Custodian”, “Custodians” and each a “Custodian”) are the custodians for the Trust and hold all of the Trust’s Dogecoin on the Trust’s behalf. The transfer agent (the “Transfer Agent”), the administrator for the Trust (the “Administrator”), and the cash custodian (the “Cash Custodian”), is Bank of New York Mellon. The Trust is a passive investment vehicle that does not seek to generate returns beyond tracking the price of Dogecoin tokens, the native digital asset of the Dogecoin blockchain (“Dogecoin”). The Service Provider provides assistance to the Trust and the Sponsor with certain functions and duties related to marketing, including marketing, licensing, strategy and related services.
The Trust is an exchange-traded fund that issues common shares of beneficial interest (the “Shares”) representing fractional undivided beneficial interests in its net assets that trade on the Nasdaq Stock Market LLC (the “Exchange”). The Shares are listed for trading on the Exchange under the ticker symbol “TDOG”.
The Trust’s investment objective is to seek to track the performance of Dogecoin as measured by the performance of the CF Dogecoin-Dollar US Settlement Price Index (the “Pricing Benchmark”), adjusted for the Trust’s expenses and other liabilities. CF Benchmarks Ltd. is the administrator for the Pricing Benchmark (the “Pricing Benchmark Provider”). The Pricing Benchmark is designed to reflect the performance of Dogecoin in U.S. dollars. In seeking to achieve its investment objective, the Trust will hold Dogecoin at its Custodians and will value its Shares daily based on the Pricing Benchmark.
The Trust is an “emerging growth company” as that term is used in the Securities Act, and, as such, the Trust may elect to comply with certain reduced public company reporting requirements.
On September 17, 2025, the Sponsor, in its capacity as the Seed Capital Investor, subject to conditions, purchased the Initial Seed Shares comprising 2 Shares at a per-Share price of $ 50.00 . Total proceeds to the Trust from the sale of these Initial Seed Shares were $ 100 . Delivery of the Initial Seed Shares was made on September 17, 2025.
For the period September 17, 2025 (date of initial seed) through September 30, 2025, the Trust had no operations other than the initial seed capital transaction.
The fiscal year-end of the Trust is September 30.
F- 5
2. Significant Accounting Policies
Basis of Accounting
The financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“US GAAP” or “GAAP”).
The Trust qualifies as an investment company solely for accounting purposes and not for any other purpose and follows the accounting and reporting guidance under the Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) Topic 946, Financial Services - Investment Companies, but is not registered, and is not required to be registered, as an investment company under the Investment Company Act of 1940, as amended. The Trust uses fair value as its method of accounting for Dogecoin in accordance with its classification as an investment company for accounting purposes.
The preparation of the financial statements in conformity with US GAAP requires the Trust to make estimates and assumptions that affect the reported amounts of assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results may differ materially from such estimates as additional information becomes available or actual amounts may become determinable. Should actual results differ from those previously recognized, the recorded estimates will be revised accordingly with the impact reflected in the operating results of the Trust in the reporting period in which they become known.
Cash
Cash includes non-interest bearing, non-restricted cash maintained with one financial institution that does not exceed U.S. federally insured limits.
Investment Valuation
US GAAP defines fair value as the price the Trust would receive to sell an asset or pay to transfer a liability in an orderly transaction between market participants at the measurement date. The Trust’s policy is to value investments held at fair value.
The Trust identifies and determines the Dogecoin principal market (or in the absence of a principal market, the most advantageous market) for GAAP purposes consistent with the application of the fair value measurement framework in FASB ASC 820 – Fair Value Measurement. A principal market is the market with the greatest volume and activity level for the asset or liability. The determination of the principal market will be based on the market with the greatest volume and level of activity that can be accessed. The Trust obtains relevant volume and level of activity information and based on initial analysis will select an exchange market as the Trust’s principal market. The net asset value (“NAV”) and NAV per Share will be calculated using the fair value of Dogecoin based on the price provided by this exchange market, as of 4:00 p.m. ET on the measurement date for GAAP purposes. The Trust will update its principal market analysis periodically and as needed to the extent that events have occurred, or activities have changed in a manner that could change the Sponsor’s determination of the principal market.
Various inputs are used in determining the fair value of assets and liabilities. Inputs may be based on independent market data (“observable inputs”) or they may be internally developed (“unobservable inputs”). These inputs are categorized into a disclosure hierarchy consisting of three broad levels for financial reporting purposes. The level of a value determined for an asset or liability within the fair value hierarchy is based on the lowest level of any input that is significant to the fair value measurement in its entirety. The three levels of the fair value hierarchy are as follows:
Level 1: Unadjusted quoted prices in active markets for identical assets or liabilities;
Level 2: Inputs other than quoted prices included within Level 1 that are observable for the asset or liability either directly or indirectly, including quoted prices for similar assets or liabilities in active markets, quoted prices for identical or similar assets or liabilities in markets that are not considered to be active, inputs other than quoted prices that are observable for the asset or liability, and inputs that are derived principally from or corroborated by observable market data by correlation or other means; and
Level 3: Unobservable inputs, including the Trust’s assumptions used in determining the fair value of investments, where there is little or no market activity for the asset or liability at the measurement date.
F- 6
Investment Transactions
The Trust considers investment transactions to be the receipt of Dogecoin for Share creations and the delivery of Dogecoin for Share redemptions or for payment of expenses in Dogecoin. The Trust records its investments 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 redemption of shares and settling obligations for the Sponsor’s Fee in Dogecoin.
Calculation of Net Asset Value “NAV” and NAV per Share
On each day other than when the Exchange is closed for regular trading (a “Business Day”), as soon as practicable after 4:00 p.m. (Eastern Time), the net asset value of the Trust is obtained by subtracting all accrued fees, expenses and other liabilities of the Trust from the fair value of the Dogecoin and other assets held by the Trust. The Trustee computes the NAV per Share by dividing the NAV of the Trust by the number of Shares outstanding on the date the computation is made.
Federal Income Taxes
The Sponsor and the Trustee will treat the Trust as a “grantor trust” for U.S. federal income tax purposes. Although not free from doubt due to the lack of directly governing authority, if the Trust operates as expected, the Trust should be classified as a “grantor trust” for U.S. federal income tax purposes and the Trust itself should not be subject to U.S. federal income tax. 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 passed through to each beneficial owner of Shares. If the Trust sells Dogecoin (for example, to pay fees or expenses), such a sale is a taxable event to Shareholders. Upon a Shareholder’s sale of its Shares, the Shareholder will be treated as having sold the pro rata share of the Dogecoin held in the Trust at the time of the sale and may recognize gain or loss on such sale.
The Sponsor has reviewed the tax positions as of September 30, 2025, and has determined that no provision for income tax is required in the Trust’s financial statements.
Segment Reporting
The Trust operates in one segment. The segment derives its revenues from Trust investments made in accordance with the defined investment strategy of the Trust, as prescribed in the Trust’s Annual Report on Form 10-K. The Chief Operating Decision Maker (“CODM”) is the Chief Financial Officer of the Sponsor. The Sponsor monitors the operating results of the Trust. The financial information that the Sponsor leverages to assess the segment’s performance and to make decisions for the Trust’s single segment is consistent with the financial information that is presented within the Trust’s financial statement. Segment assets are reflected on the accompanying Statement of Assets and Liabilities as Total assets.
3. Share Capital
On September 17, 2025, the Trust made a sale to the Sponsor, the Seed Capital Investor, of 2 Shares for $ 100 ($ 50.00 net asset value per share). The $ 100 is held at Bank of New York Mellon, the Cash Custodian and the Shares have been recorded by the Transfer Agent. The Seed Capital Investor will not receive from the Trust or any of its affiliates any fee or other compensation in connection with the initial seed investment.
4. Trust Expenses
The Trust pays the unitary Sponsor Fee of 0.50 % of the Trust’s NAV (the “Sponsor Fee”). The Sponsor Fee is paid by the Trust to the Sponsor as compensation for services performed under the Trust Agreement. Except for during periods in which the Sponsor Fee is being waived, Sponsor fee accrues daily and is payable in Dogecoin weekly in arrears. The Administrator calculates the Sponsor Fee on a daily basis by applying a 0.50 % annualized rate to the Trust’s NAV, and the amount of Dogecoin payable in respect of each daily accrual is determined by reference to the Pricing Benchmark.
F- 7
Operating expenses assumed by the Sponsor include (i) fees and other payments to the Service Provider, (ii) the fee payable to the marketing agent for services it provides to the Trust (the “Marketing Fee”), (iii) fees to the Administrator, if any, (iv) fees to the Custodians, (v) fees to the Transfer Agent, (vi) fees to the Trustee, (vii) the fees and expenses related to any future listing, trading or quotation of the Shares on any listing exchange or quotation system (including legal, marketing and audit fees and expenses), (viii) ordinary course legal fees and expenses but not litigation-related expenses, (ix) audit fees, (x) regulatory fees, including, if applicable, any fees relating to the registration of the Shares under the Securities Act or the Exchange Act, (xi) printing and mailing costs, (xii) costs of maintaining the Sponsor’s website and (xiii) applicable license fees (each, a “Sponsor-paid Expense,” and 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. There is currently no predetermined cap on the aggregate amount of Sponsor-paid expenses. Should the Trust implement a predetermined cap on aggregate Sponsor-paid expenses, the Trust will notify the owners of the beneficial interests of Shares in a prospectus supplement or in its periodic Exchange Act reports, as applicable, and on the Sponsor’s website.
The Sponsor will not, however, assume 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 Dogecoin Custodians, Administrator or other agents, service providers or counter-parties of the Trust, the fees and expenses related to the listing, 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 the Sponsor’s sole discretion, all or any portion of a Sponsor-paid Expense may be re-designated as an Additional Trust Expense if, among other reasons, the Sponsor determines that a Sponsor-paid Expense is an extraordinary, non-recurring expense of the Trust. The Trust shall not be responsible for paying any fees or expenses associated with the transfer of Dogecoin as needed to pay the Sponsor Fee or Additional Trust Expenses.
To the extent that the Sponsor does not voluntarily assume expenses, they will be the responsibility of the Trust. The Sponsor will also pay the costs of the Trust’s organization and offering. The Trust is not obligated to repay any such costs related to the Trust’s organization and offering paid by the Sponsor.
5. Creation and Redemption of Shares
The Trust creates and redeems Shares on a continuous basis but only (other than in the case of the Initial Seed Shares) in blocks consisting of 10,000 Shares (a “Basket”) or multiples thereof on the NAV of the date of the creation or redemption. Only Authorized Participants, which are registered broker-dealers who have entered into written agreements with the Sponsor and the Administrator, can place orders.
Authorized Participants may purchase Shares in cash by depositing cash in the Trust’s account with the Cash Custodian. This will cause the Sponsor, on behalf of the Trust, to automatically instruct a designated third party, who may be an Authorized Participant or an affiliate of an Authorized Participant, and with whom the Sponsor has entered into an agreement on behalf of the Trust (each such third party, a “Dogecoin Counterparty”), to (i) purchase the amount of Dogecoin equivalent in value to the cash deposit amount associated with the order and (ii) deposit the resulting Dogecoin amount in the Trust’s accounts with the Dogecoin Custodians, resulting in the Transfer Agent crediting the applicable amount of Shares to the Authorized Participant. Authorized Participants may also purchase Shares in-kind. To purchase Shares in-kind, an Authorized Participant delivers, or arranges for the delivery by the Authorized Participant’s designee of, Dogecoin to the Trust’s accounts with a Dogecoin Custodian in exchange for Shares.
F- 8
When such an Authorized Participant redeems its Shares in cash, the Sponsor, on behalf of the Trust will direct a Dogecoin Custodian to transfer Dogecoin to an Dogecoin Counterparty, who will sell the Dogecoin to be executed, in the Sponsor’s reasonable efforts, at the Pricing Benchmark price used to calculate the Trust’s NAV, taking into account any spread, commissions, or other trading costs and deposit the cash proceeds of such sale in the Trust’s account with the Cash Custodian for settlement with the Authorized Participant. Any slippage incurred (including, but not limited to, any trading fees, spreads, or commissions), on a cash equivalent basis, will be the responsibility of the Authorized Participant and not of the Trust or Sponsor. Authorized Participants may also redeem Shares in-kind. When such an Authorized Participant redeems Shares in-kind, the Trust, through a Dogecoin Custodian, will deliver Dogecoin to the Authorized Participant or its designee in exchange for Shares.
For the Period
from September 17, 2025 (date
of initial seeding)
through
September 30,
2025 *
Activity in Capital Shares:
Shares issued 2
Shares redeemed –
Net Change in Capital Shares 2
* No prior year comparative period presented as this is the first fiscal year of the Trust’s operations.
For the Period
from September 17, 2025 (date
of initial
seeding)
through
September 30,
2025 *
Activity in Capital Transactions:
Contributions for shares issued $ 100
Distributions for shares redeemed –
Net Change in Capital Transactions $ 100
* No prior year comparative period presented as this is the first fiscal year of the Trust’s operations.
Dogecoin purchased payable represents the quantity of Dogecoin purchased for the creation of Shares where the Dogecoin has not yet settled. Generally, Dogecoin is transferred within two Business Days of the trade date. As of September 30, 2025, the Trust held $ 0 of Dogecoin in purchased payables.
Dogecoin sold receivable represents the quantity of Dogecoin sold for the redemption of Shares where the Dogecoin has not yet been settled. Generally, Dogecoin is transferred within two Business Days of the trade date. As of September 30, 2025, the Trust held $ 0 of Dogecoin in sold receivables.
6. Related Parties
The Sponsor is a related party to the Trust. The Trust’s operations are supported by its Sponsor, who is in turn supported by its parent company and affiliated companies and external service providers.
As of September 30, 2025, the Sponsor owned 2 Shares of the Trust.
The Sponsor arranged for the creation of the Trust and is responsible for the ongoing registration of the Shares for their public offering in the United States and the listing of Shares on the Exchange.
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7. Commitments and Contingent Liabilities
In the normal course of business, the Trust may enter into contracts that contain a variety of general indemnification clauses. The Trust’s maximum exposure under these arrangements is unknown as this would involve future claims that may be made against the Trust which have not yet occurred and cannot be predicted with any certainty. However, the Sponsor believes the risk of loss under these arrangements to be remote.
8. Concentration Risk
Unlike other funds that may invest in diversified assets, the Trust’s investment strategy is concentrated in a single asset within a single asset class. This concentration maximizes the degree of the Trust’s exposure to a variety of market risks associated with Dogecoin and digital assets. By concentrating its investment strategy solely in Dogecoin, any losses suffered as a result of a decrease in the value of Dogecoin can be expected to reduce the value of an interest in the Trust and will not be offset by other gains if the Trust were to invest in underlying assets that were diversified.
9. Indemnification
The Sponsor will not be liable to the Trust, the Trustee or any Shareholder for any action taken or for refraining from taking any action in good faith, or for errors in judgment or for depreciation or loss incurred by reason of the sale of any Dogecoin or other assets of the Trust. However, the preceding liability exclusion will not protect the Sponsor against any liability resulting from its own gross negligence, bad faith, or willful misconduct.
The Sponsor and each of its shareholders, members, directors, officers, employees, affiliates, and subsidiaries will be indemnified by the Trust and held harmless against any losses, liabilities or expenses incurred in the performance of its duties under the Trust Agreement without gross negligence, bad faith, or willful misconduct. The Sponsor may rely in good faith on any paper, order, notice, list, affidavit, receipt, evaluation, opinion, endorsement, assignment, draft, or any other document of any kind prima facie properly executed and submitted to it by the Trustee, the Trustee’s counsel or by any other person for any matters arising under the Trust Agreement. The Sponsor shall in no event be deemed to have assumed or incurred any liability, duty, or obligation to any Shareholder or to the Trustee other than as expressly provided for in the Trust Agreement. Such indemnity includes payment from the Trust of the costs and expenses incurred in defending against any indemnified claim or liability under the Trust Agreement.
The Trustee will not be liable or accountable to the Trust or any other person or under any agreement to which the Trust or any series of the Trust is a party, except for the Trustee’s breach of its obligations pursuant to the Trust Agreement or its own willful misconduct, bad faith or gross negligence. The Trustee and each of the Trustee’s officers, affiliates, directors, employees, and agents will be indemnified by the Trust from and against any losses, claims, taxes, damages, reasonable expenses, and liabilities incurred with respect to the creation, operation or termination of the Trust, the execution, delivery or performance of the Trust Agreement or the transactions contemplated thereby; provided that the indemnified party acted without willful misconduct, bad faith or gross negligence.
10. Subsequent Events
On October 15, 2025, the Sponsor redeemed the 2 shares of common stock for $ 100 .
On January 21, 2026 (the “Seed Capital Purchase Date”), 21Shares US LLC, in its capacity as Seed Capital Investor, purchased the initial Seed Creation Baskets comprising 60,000 Shares (the “Initial Seed Creation Baskets”) at a price of approximately $ 25.00 per Share. In its capacity as the Seed Capital Investor, 21Shares US LLC has acted as a statutory underwriter in connection with this purchase. The total proceeds to the Trust from the sale of the Initial Seed Creation Baskets were approximately $ 1,500,000 . On January 21, 2026, the Trust purchased Dogecoin with the proceeds of the Initial Seed Creation Baskets by transacting with a Dogecoin Counterparty to acquire Dogecoin on behalf of the Trust in exchange for cash provided by 21Shares US LLC in its capacity as Seed Capital Investor. All Dogecoin acquired in connection with the Initial Seed Creation Baskets is held by the Dogecoin Custodians.
On January 22, 2026, the Trust commenced operations and the Trust’s shares were listed for trading under the ticker symbol “TDOG” on the Nasdaq Stock Market LLC.
The Trust has evaluated subsequent events and transactions for potential recognition or disclosure through the date the financial statements were issued and has determined that there are no other material events that would require disclosure in the financial statements other than the items noted above.
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