What changed in this filing

/stocks — the workspaceLOADING

Item 2. Management’s Discussion and Analysis

2025-11-14 compared with 2025-08-13 · 98 added, 80 removed, 128 unchanged (58% of the section changed)

Management’s Discussion and

Analysis of Financial Condition and Results of Operations

This information should

be read in conjunction with the financial statements and notes included in Item 1 of Part I of this Form 10-Q.

This Form 10-Q contains

“forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E

of the Exchange Act, and such forward-looking statements involve risks and uncertainties.

All statements (other than statements of historical

fact) included in this Form 10-Q that address activities, events or developments that may occur in the future, the Trust’s operations,

the Sponsor’s plans and references to the Trust’s future success and other similar matters are forward-looking statements.

Words such as “could,” “would,” “may,” “expect,” “intend,” “estimate,”

“predict,” and variations on such words or negatives thereof, and similar expressions that reflect our current views with

respect to future events and Trust performance, are intended to identify such forward-looking statements.

These forward-looking statements

are only predictions, subject to risks and uncertainties that are difficult to predict and many of which are outside of our control, and

actual results could differ materially from those discussed.

Forward-looking statements involve risks and uncertainties that could cause

actual results or outcomes to differ materially from those expressed therein.

We express our estimates, expectations, beliefs, and projections

in good faith and believe them to have a reasonable basis.

However, we make no assurances that management’s estimates, expectations,

beliefs, or projections will be achieved or accomplished.

These forward-looking statements are based on assumptions about many important

factors that could cause actual results to differ materially from those in the forward-looking statements.

We do not intend to update

any forward-looking statements even if new information becomes available or other events occur in the future, except as required by the

federal securities laws.

Management’s Discussion and Analysis

of Financial Condition and Results of Operations

This information should be

read in conjunction with the financial statements and notes included in Item 1 of Part I of this Form 10-Q.

This Form 10-Q contains “forward-looking

statements” within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Exchange Act, and

such forward-looking statements involve risks and uncertainties.

All statements (other than statements of historical fact) included in

this Form 10-Q that address activities, events or developments that may occur in the future, the Trust’s operations, the Sponsor’s

plans and references to the Trust’s future success and other similar matters are forward-looking statements.

Words such as “could,”

“would,” “may,” “expect,” “intend,” “estimate,” “predict,” and

variations on such words or negatives thereof, and similar expressions that reflect our current views with respect to future events and

Trust performance, are intended to identify such forward-looking statements.

These forward-looking statements are only predictions, subject

to risks and uncertainties that are difficult to predict and many of which are outside of our control, and actual results could differ

materially from those discussed.

Forward-looking statements involve risks and uncertainties that could cause actual results or outcomes

to differ materially from those expressed therein.

We express our estimates, expectations, beliefs, and projections in good faith and

believe them to have a reasonable basis.

However, we make no assurances that management’s estimates, expectations, beliefs, or projections

will be achieved or accomplished.

These forward-looking statements are based on assumptions about many important factors that could cause

actual results to differ materially from those in the forward-looking statements.

We do not intend to update any forward-looking statements

even if new information becomes available or other events occur in the future, except as required by the federal securities laws.

Organization and Trust Overview

1 unchanged sentence

trust, formed on September 5, 2023, pursuant to the DSTA.

The Trust operates pursuant to an Amended and Restated Trust Agreement (the

“Trust Agreement”).

The Trust operates pursuant to the Trust Agreement.

The Trust is not registered as an investment company under the 1940 Act, and is not a commodity pool for

9 unchanged sentences

The Shares are listed for

trading on the Exchange under a ticker symbol “CETH”.

trading on the Exchange under the ticker symbol “TETH”.

The Sponsor served as the

1 unchanged sentence

On May 1, 2024, the Sponsor, in its capacity as Seed Capital Investor, subject to certain

conditions, purchased 2 Shares at a per-Share price of $50.00 (the “Initial Seed Shares”).

conditions, purchased two Shares at a per-Share price of $50.00 (the “Initial Seed Shares”).

Total proceeds to the Trust from

1 unchanged sentence

Delivery of the Seed Shares was made on May 1, 2024.

On June 18, 2024 (the

“Seed Capital Purchase Date”), the Sponsor, in its capacity as Seed Capital Investor, purchased the initial Seed Creation

Baskets comprising 20,000 Shares (the “Initial Seed Creation Baskets”).

In its capacity as the Seed Capital Investor,

the Sponsor 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 $340,739.

On June 18, 2024, the Trust purchased ether with the proceeds of the Initial Seed Creation

Baskets by transacting with an Ether Counterparty to acquire ether on behalf of the Trust in exchange for cash provided by the Sponsor

in its capacity as Seed Capital Investor.

All ether acquired in connection with the Initial Seed Creation Baskets is held by the ether

On June 18, 2024

(the “Seed Capital Purchase Date”), the Sponsor, in its capacity as Seed Capital Investor, purchased the initial Seed

Creation Baskets comprising 20,000 Shares (the “Initial Seed Creation Baskets”).

In its capacity as the Seed

Capital Investor, the Sponsor 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 $340,739.

On June 18, 2024, the Trust purchased ether with the proceeds

of the Initial Seed Creation Baskets by transacting with an ether Trading Counterparty to acquire ether on behalf of the Trust in

exchange for cash provided by the Sponsor in its capacity as Seed Capital Investor.

On July 22, 2025 the Sponsor redeemed its

Initial Seed Creation Basket of 20,000 Shares.

All ether acquired in connection with the Initial Seed Creation Baskets is held by

the Custodians.

The Trust’s investment

objective is to seek to track the performance of ether, as measured by the performance of the Index, adjusted for the Trust’s expenses

and other liabilities.

and other liabilities, and to reflect rewards from staking a portion of the Trust’s ether, to the extent the Sponsor in its sole discretion

determines that the Trust may do so without undue legal or regulatory risk, such as, without limitation, the risk of jeopardizing the

Trust’s ability to qualify as a grantor trust for U.S.

Federal income tax purposes.

CF Benchmarks Ltd.

8 unchanged sentences

Individual Shares will

not be redeemed by the Trust but are listed and traded on the Exchange under the ticker symbol “CETH.” The Trust issues Shares

not be redeemed by the Trust but are listed and traded on the Exchange under the ticker symbol “TETH”.

The Trust issues Shares

in Creation Baskets on a continuous basis at the applicable NAV per Share on the creation order date.

11 unchanged sentences

The Trust incurred

Sponsor fees for the six-month period ended June 30, 2025 and for the period May 1, 2024 (initial seed creation date) through June 30,

2024 of $15,490 and $0, net of Sponsor fee waivers of $2,169 respectively.

Sponsor fees for the nine-month period ended September 30, 2025 and for the period May 1, 2024 (initial seed creation date) through September

30, 2024 of $38,251 and $0, net of Sponsor fee waivers of $2,169 and $3,777, respectively.

The Trust is an “emerging

growth company” as that term is used in the Securities Act of 1933, as amended (the “Securities Act”), and, as such,

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.

47 unchanged sentences

Results of Operations

For the Three Months ended on June 30, 2025

As of September 30, 2025, the Trust had a net closing balance of 11,034.4578 ether with a value of $45,591,732, based on the Index price of $4,131.76 on September

30, 2025 (CME CF Ether-Dollar Reference Rate – New York Variant, non-GAAP methodology).

As of September 30, 2025, the total market

value of the Trust's ether was $45,916,365, based on the price of ether in the principal market of $4,161.18 on September 30, 2025.

For the Three Months ended on September 30,

The Trust’s NAV increased from

on March, 31, 2025 to $23,002,554 on June 30, 2025.

The increase in the Trust’s NAV resulted primarily from an increase in the price

of ether of 37.64% (from $1,827.55 per ether on March 31, 2025 to $2,516.24 per ether on June 30, 2025) and a net increase of 910,000

in the number of shares outstanding from March 31, 2025 to June 30, 2025.

$23,002,554 on June 30, 2025 to $45,914,704 on September 30, 2025.

The increase in the Trust’s NAV resulted primarily

from an increase in the price of ether of 65.37% (from $2,516.24 per ether on June 30, 2025 to $4,161.18 per ether on September 30, 2025)

and a net increase in the number of shares outstanding of 1,830,000 from June 30, 2025 to 2,210,000 on September 30, 2025.

The Trust’s net increase in net assets resulting

from operations for the three months ended June 30, 2025 was $6,457,692.

This was the result of a change in unrealized appreciation on

investment in ether of $6,469,118, a net realized loss of $(320) on the sale of ether for purposes of distributing to the Sponsor as the

Sponsor’s fee.

The Trust’s expenses for the quarter were $9,583, relating to the Sponsor’s fees.

For the Six Months ended on June 30, 2025

The Trust’s NAV increased

from $16,869,879 on December 31, 2024 to $23,002,554 on June 30, 2025.

The increase in the Trust’s NAV resulted primarily from a

net increase of 820,000 in the number shares outstanding from December 31, 2024 to June 30, 2025.

The Trust’s net decrease

in net assets resulting from operations for the six months ended June 30, 2025 was $3,403,318.

This was the result of a change in unrealized

appreciation on investment in ether of $88,594, a net realized loss of $320 on the sale of ethers for purposes of distributing to the

Sponsor as the Sponsor’s fee, and net realized loss on investment in ether sold for redemptions of $3,476,102.

The Trust expenses

for the six-month period were $15,490, relating to the Sponsor’s fees.

from operations for the three months ended September 30, 2025 was $16,956,542.

This was the result of a change in unrealized appreciation

on investment in ether of $4,375,913, a net realized gain of $913 on the sale of ether for purposes of distributing to the Sponsor as

the Sponsor’s fee, and net realized gain on investment in ether sold for redemptions of $12,602,477.

The Trust’s expenses for the

three-month period were $22,761, relating to the Sponsor’s fees.

For the Three Months ended on September 30,

Net realized and change in

unrealized loss on investment in ether for the three months ended September 30, 2024, was $(3,223,608) which includes a net change in

unrealized depreciation on investment in ether of $(3,222,608).

Net realized and unrealized loss on investment in ether for the period

was driven by ether price depreciation from $3,423.00 per ether as of June 30, 2024 to $2,594.43 per ether as of September 30, 2024.

increase in net assets resulting from operations was $ 12,240,686 for the period ended September 30, 2024, which consisted of a net increase

in the number of shares outstanding offset by the aforementioned net realized and change in unrealized loss on investment in ether.

For the Nine Months ended on September 30,

The Trust’s NAV

increased from $16,869,879 on December 31, 2024 to $45,914,704 on September 30, 2025.

The increase in the Trust’s NAV resulted primarily from an increase in the price of ether of 24.56% (from $3,340.57 per ether on December 31, 2024 to $4,161.18

per ether on September 30, 2025) and a net increase in the number of shares outstanding of 1,010,000 from December 31, 2024 to 2,210,000

on September 30, 2025.

The Trust’s net increase

in net assets resulting from operations for the nine months ended September 30, 2025 was $13,553,224.

This was the result of a change

in unrealized appreciation on investment in ether of $4,464,507, a net realized gain of $593 on the sale of ether for purposes of distributing

to the Sponsor as the Sponsor’s fee, and net realized gain on investment in ether sold for redemptions of $9,126,375.

expenses for the nine-month period were $38,251, relating to the Sponsor’s fees net of waiver reimbursement.

For the period May 1, 2024 (initial seed creation)

through June 30, 2024

As of June 30, 2024, the Trust had a net closing

balance of 100.0000 ether with a value of $342,300.

Net realized and change in unrealized gain on

investment in ether for the period May 1, 2024 (initial seed creation date) through June 30, 2024, was $1,561 which includes a net change

in unrealized appreciation on investment in ether of $1,561.

Net realized and unrealized gain on investment in ether for the period was

driven by ether price appreciation from $2,922.53 per ether as of May 1, 2024 (initial seed creation date) to $3,423.00 per ether as of

June 30, 2024.

Net increase in net assets resulting from operations was $1,561 for the period ended June 30, 2024, which consisted of

the aforementioned net realized and change in unrealized gain on investment in ether.

through September 30, 2024

Net realized and change in

unrealized loss on investment in ether for the period May 1, 2024 (date of initial seeding) through September 30, 2024, was $(3,222,047)

which includes a net change in unrealized depreciation on investment in ether of $(3,222,047).

Net realized and unrealized loss on investment

in ether for the period was driven by ether price depreciation from $3,483.68 per ether as of June 18, 2024 to $2,594.43 per ether as

of September 30, 2024.

Net increase in net assets resulting from operations was $ 12,582,986 for the period ended September 30, 2024,

which consisted of a net increase in the number of shares outstanding offset by the aforementioned net realized and change in unrealized

loss on investment in ether.

Liquidity and Capital Resources

29 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-Q

Item 2. Management’s Discussion and Analysis