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 report 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.
85
Management’s Report on Internal Control
over Financial Reporting
The Sponsor’s management
is responsible for establishing and maintaining adequate internal control over financial reporting, as defined under Exchange Act Rules
13a-15(f) and 15d-15(f). The Trust’s 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
GAAP. Internal control over financial reporting includes those policies and procedures that: (1) pertain to the maintenance of records
that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the Trust’s assets, (2) provide reasonable
assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with GAAP, and that
the Trust’s receipts and expenditures are being made only in accordance with appropriate authorizations; and (3) provide reasonable
assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the Trust’s assets that could
have a material effect on the financial statements.
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 ineffective because of changes in conditions, or that the degree of
compliance with the policies or procedures may deteriorate.
The Principal Executive Officer
and Principal Financial and Accounting Officer of the Sponsor assessed the effectiveness of the Trust’s internal control over financial
reporting as of December 31, 2025. In making this assessment, they used the criteria set forth by the Committee of Sponsoring Organizations
of the Treadway Commission (COSO) in Internal Control-Integrated Framework (2013). Their assessment included an evaluation of the design
of the Trust’s internal control over financial reporting and testing of the operational effectiveness of its internal control over
financial reporting. Based on their assessment and those criteria, the Principal Executive Officer and Principal Financial and Accounting
Officer of the Sponsor concluded that the Trust maintained effective internal control over financial reporting as of December 31, 2025.
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 quarter ended December 31, 2025.
Item 9C. Disclosure Regarding Foreign Jurisdictions
that Prevent Inspections
Not applicable.
86
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 ,
52, 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 ether 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 the Trust’s annual report on Form 10-K for the fiscal year ended December 31, 2024, filed with the SEC on March 26, 2025, and incorporated herein by reference.
87
Item 11. Executive Compensation
The Trust does not have directors or executive officers. The only ordinary
expense paid by the Trust is the Sponsor Fee.
Item 12. Security Ownership of Certain Beneficial
Owners and Management and Related Stockholder Matters
Security Ownership of Certain Beneficial Owners
There are no people known by the Trust to own directly or indirectly
beneficially more than 5% of the outstanding Shares of the Trust as of March 30, 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 periods ended December 31, 2025 and 2024, were:
2025
2024
Audit fees
$ 73,950
$ 96,500
Audit-related fees
$
$
Tax fees
$ -
$ -
All other fees
$ -
$ -
Total
$ 73,950
$ 96,500
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.
88
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 (2)
3.2
Amended and Restated Trust Agreement (2)
3.3
Certificate of Trust (2)
3.4
Amended Certificate of Trust (2)
4.1
Description of Securities Registered under Section 12 of the Securities Exchange Act of 1934 (8)
10.1
Form of Sponsor Agreement (4)
10.2
Form of Authorized Participant Agreement (2)
10.3
Form of Prime Broker Agreement (2)
10.4
Form of Custodial Services Agreement (2) (included as Exhibit A to Form of Prime Broker Agreement)
10.5
Form of Fund Administration and Accounting Agreement (2)
10.6
Form of Transfer Agency and Services Agreement (2)
10.7
Form of Index Licensing Agreement (2)
10.8
Form of Marketing Agent Agreement (2)
10.9
Form of Cash Custody Agreement (2)
10.10
Form of Subscription Agreement (2)
10.11
Initial Seed Capital Subscription Agreement (2)
10.12
BitGo New York Custodial Services Agreement (3)
10.13
Anchorage Custodial Services Agreement (3)
10.14
BitGo Custodial Services Agreement (5)
89
10.15
Form of Master Authorized Participant Agreement (5)
10.16
Master Infrastructure-As-A-Service Agreement (6)
10.17
Staking Agreement dated as of February 4, 2026 between Figment Inc. and the Trust (7)
10.18
Non-Custodial Staking Services Agreement dated as of February 4, 2026 between Twinstake Ltd., the Trust and 21Shares Solana ETF (7)
19.1
Insider Trading Policies and Procedures (8)
23.1
Consent of Independent Registered Public Accounting Firm (1)
31.1
Certification by Principal Executive Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 (1)
31.2
Certification by Principal Financial Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 (1)
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 (1)
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 (1)
97.1
Executive Officer Incentive-Based Compensation Clawback Policy (8)
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) Filed herewith.
(2) Incorporated by reference to
Pre-Effective Amendment No.3 to the Registrant’s Registration Statement on Form S-1 (File No. 333-274364) filed by the Registrant
on May 31, 2024.
(3) Incorporated by reference to
the Registrant’s Current Report on Form 8-K filed by the Registrant on September 12, 2024.
(4) Incorporated by reference to
Pre-Effective Amendment No. 6 to the Registrant’s Registration Statement on Form S-1 (File No. 333-274364) filed by the Registrant on
July 17, 2024.
(5) Incorporated by reference to the Registrant’s Current
Report on Form 8-K filed by the Registrant on December 18, 2025.
(6) Incorporated by reference to the Registrant’s Current
Report on Form 8-K filed by the Registrant on October 8, 2025.
(7) Incorporated by reference to the Registrant’s Current
Report on Form 8-K filed by the Registrant on February 10, 2026.
(8) Incorporated by reference to the Registrant’s Annual
Report on Form 10-K filed by the Registrant on March 26, 2025.
Item 16. Form 10-K Summary
None.
90
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 Ethereum ETF (Registrant)
By: 21Shares US
LLC, its Sponsor
Signature
Title (Capacity)
Date
/s/ Russell Barlow
Chief Executive Officer
March 30, 2026
Russell Barlow
(Principal Executive Officer)
/s/ Duncan Moir
President
(Principal Financial Officer and
March 30, 2026
Duncan Moir
Principal Accounting Officer)
Pursuant to the requirements
of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in
the capacities* and on the dates indicated.
Signature
Title (Capacity)
Date
/s/ Russell Barlow
Chief Executive Officer
March 30, 2026
Russell Barlow
(Principal Executive Officer)
/s/ Duncan Moir
President
(Principal Financial Officer and
March 30, 2026
Duncan Moir
Principal Accounting Officer)
91
21shares EtherEUM ETF
index to financial statements
Page
Report of Independent Registered Public Accounting Firm (PCAOB ID 925 ) F-2
Statements of Assets and Liabilities F-3
Schedules of Investment F-4
Statements of Operations F-5
Statements of Changes in Net Assets F-6
Notes to Financial Statements F-7
F- 1
Report of Independent Registered Public Accounting Firm
To the Sponsor and Shareholders of
21Shares Ethereum ETF
Opinion on the Financial Statements
We have audited the accompanying statements of assets and liabilities, including the schedules of investment, of 21Shares Ethereum ETF (the “ Trust”) (formerly known as 21Shares Core Ethereum ETF) as of December 31, 2025 and 2024, and the related statements of operations and changes in net assets for the year ended December 31, 2025, and for the period from May 1, 2024 (date of initial seeding) through December 31, 2024, and 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 changes in its net assets for the year ended December 31, 2025, and for the period from May 1, 2024 (date of initial seeding) 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 audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (“PCAOB”) and are required to be independent with respect to the Trust in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement whether due to error or fraud. 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 procedures included confirmation of cash and digital assets owned as of December 31, 2025, and 2024, by correspondence with the custodians. 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.
We have served as the Trust’s auditor since 2024.
/s/ Cohen & Company, Ltd .
COHEN & COMPANY, LTD.
Towson, Maryland
March 30, 2026
F- 2
PART
I – FINANCIAL INFORMATION:
Item
1. Financial Statements
21SHARES
ETHEREUM ETF
STATEMENTS
OF ASSETS AND LIABILITIES
December 31,
2025
December 31,
2024
Assets
Investment in ether, at fair value (cost $ 38,559,102 , and $ 15,551,512 respectively) $ 31,298,450 $ 16,869,879
Total assets $ 31,298,450 $ 16,869,879
Liabilities
Total liabilities $ – $ –
Commitments and contingent liabilities (Note 9)
Net assets $ 31,298,450 $ 16,869,879
Net
assets consists of
Paid-in-capital $ 25,536,620 $ 12,483,772
Accumulated earnings 5,761,830 4,386,107
$ 31,298,450 $ 16,869,879
Shares issued and outstanding, no par value, unlimited amount authorized 2,110,000 1,010,000
Net asset value per share $ 14.83 $ 16.70
The
accompanying notes are an integral part of the financial statements.
F- 3
21SHARES
ETHEREUM ETF
SCHEDULES
OF INVESTMENT
December
31, 2025*
Quantity
of ether
Cost
Fair
Value
%
of Net Assets
Investment in ether 10,534.5809 $ 38,559,102 $ 31,298,450 100.00 %
Total investments 10,534.5809 $ 38,559,102 $ 31,298,450 100.00 %
Liabilities in excess of other assets – - %
Net assets $ 31,298,450 100.00 %
December
31, 2024
Quantity
of
ether
Cost
Fair
Value
%
of Net Assets
Investment in ether 5,050.0000 $ 15,551,512 $ 16,869,879 100.00 %
Total investments 5,050.0000 $ 15,551,512 $ 16,869,879 100.00 %
Liabilities in excess of other assets – - %
Net assets $ 16,869,879 100.00 %
* 23.73% of ether held was staked as of December 31, 2025 – See Note 2.
The
accompanying notes are an integral part of the financial statements.
F- 4
21SHARES
ETHEREUM ETF
STATEMENTS
OF OPERATIONS
For the
Year Ended
December 31,
2025
For the
Period from
May 1, 2024
(date of initial
seeding) to
December 31,
2024
Investment income
Staking income $ 1,121 $ –
Total income $ 1,121 $ –
Expenses
Sponsor Fee 58,825 14,657
Staking Fee 280 –
Total expenses 59,105 14,657
Less waiver and reimbursement ( 18,168 ) ( 14,657 )
Net expenses 40,937 –
Net investment loss ( 39,816 ) –
Realized and change in unrealized gain (loss)
Net realized gain on investment in ether sold for redemptions 9,993,389 3,067,740
Net realized gain on investment in ether sold to pay Sponsor Fee 1,169 -
Net change in unrealized appreciation (depreciation) on investment in ether ( 8,579,019 ) 1,318,367
Net realized and change in unrealized gain 1,415,539 4,386,107
Net increase in net assets resulting from operations $ 1,375,723 $ 4,386,107
The
accompanying notes are an integral part of the financial statements.
F- 5
21SHARES
ETHEREUM ETF
STATEMENTS
OF CHANGES IN NET ASSETS
For the
Year Ended
December 31,
2025
For the Period from
May 1, 2024
(date of initial
seeding) to
December 31,
2024
Net assets, beginning of period $ 16,869,879 $ –
Contributions for Shares issued 80,160,645 27,592,779
Distributions for Shares redeemed ( 67,107,797 ) ( 15,109,007 )
Net investment loss ( 39,816 ) –
Net realized gain on investment in ether sold for redemptions 9,993,389 3,067,740
Net realized gain on investment in ether sold to pay Sponsor Fee 1,169
Net change in unrealized appreciation (depreciation) on investment in ether ( 8,579,019 ) 1,318,367
Net assets, end of period $ 31,298,450 $ 16,869,879
Shares issued and redeemed
Shares issued 4,680,000 1,810,002
Shares redeemed ( 3,580,000 ) ( 800,002 )
Net increase in Shares issued and outstanding 1,100,000 1,010,000
The
accompanying notes are an integral part of the financial statements.
F- 6
21Shares
Ethereum ETF
Notes
to Financial Statements
1. Organization
The 21Shares Ethereum ETF (the “Trust”) is a Delaware statutory trust, formed on September 5, 2023, pursuant to the Delaware Statutory Trust Act (“DSTA”). The Trust operates pursuant to a Second Amended and Restated Trust Agreement (the “Trust Agreement”). CSC Delaware Trust Company, a Delaware trust company, is the trustee of the Trust (the “Trustee”). On August 27, 2025, 21Shares Ethereum ETF (the “Trust”)’s sponsor, 21Shares US LLC (the “Sponsor”), caused a Certificate of Amendment to the Trust’s Certificate of Trust to be filed with the Secretary of State of the State of Delaware in order to change the name of the Trust from “21Shares Core Ethereum ETF” to “21Shares Ethereum ETF”. The Trust is managed and controlled by the Sponsor. The Sponsor is a limited liability company formed in the state of Delaware on June 16, 2021. 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 company of Jura Pentium Inc. Coinbase Custody Trust Company, LLC (“Coinbase Custodian”), BitGo Bank & Trust Company, N.A. (“BitGo”), Anchorage Digital Bank N.A (“Anchorage”) and BitGo New York Trust Company, LLC (“BitGo New York” and, together with Coinbase Custodian, BitGo, and Anchorage, as the context may require, the “Ether Custodians”, “Custodians” and each an “Ether Custodian”) are the custodians for the Trust and hold all of the Trust’s ether 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 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 Cboe BZX Exchange, Inc. (the “Exchange”). The Shares were listed for trading on the Exchange on July 23, 2024, and currently trade under the ticker symbol “TETH”.
The Trust’s investment objective is to seek to track the performance of ether, as measured by the performance of the CME CF Ether-Dollar Reference Rate — New York Variant (the “Index”), adjusted for the Trust’s expenses 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. is the administrator for the Index (the “Index Provider”). The Index is designed to reflect the performance of ether in U.S. dollars. In seeking to achieve its investment objective, the Trust holds ether at its Custodians and values its Shares daily based on the Index.
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, the Trust may elect to comply with certain reduced public company reporting requirements.
The Sponsor served as the “Seed Capital Investor” to the Trust. On May 1, 2024, the Sponsor, in its capacity as Seed Capital Investor, subject to certain conditions, purchased two Shares at a per-Share price of $ 50.00 (the “Initial Seed Shares”). Total proceeds to the Trust from the sale of the Initial Seed Shares were $ 100 . Delivery of the Initial Seed Shares were 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 a designated third party who is not an Authorized Participant (as defined below) but who may be an affiliate of an Authorized Participant and with whom the Sponsor has entered into an agreement on behalf of the Trust (a “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. All ether acquired in connection with the Initial Seed Creation Baskets is held by one or more of the Custodians.
The fiscal year end of the Trust is December 31 st .
F- 7
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 ether 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 ether 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 ether 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 Trust’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
F- 8
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.
Amount at Fair Value Measurement Using
Fair Value Level 1 Level 2 Level 3
December 31, 2025
Assets
Investment in ether $ 31,298,450 $ 31,298,450 $ – $ –
Amount at Fair Value Measurement Using
Fair Value Level 1 Level 2 Level 3
December 31, 2024
Assets
Investment in ether $ 16,869,879 $ 16,869,879 $ – $ –
The cost basis of the investment in ether recorded by the Trust for financial reporting purposes is the fair value of ether at the time of purchase. The cost basis recorded by the Trust may differ from proceeds collected by the Authorized Participant from the sale of the corresponding Shares to investors.
Investment Transactions
The Trust considers investment transactions to be the receipt of ether for Share creations and the delivery of ether for Share redemptions or for payment of expenses in ether. 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 Fee in ether.
The Trust earns staking rewards by delegating a portion of its ether on the Ethereum blockchain’s proof-of-stake consensus protocol. The Sponsor has entered into contractual arrangements with the Staking Services Providers to facilitate the staking of the Trust’s ether. The Trust retains control of its ether throughout the staking process. The delegation of ether for staking purposes does not constitute a sale, transfer, or other derecognition event, as control of the ether is not transferred to the validator or Staking Services Provider. Staking rewards represent variable consideration based on a variety of factors such as the amount of the ether holdings the Trust has made available to the network, the staking yield, and other factors, for its contribution to the network. Staking rewards are recorded as staking income recognized at fair value when earned. Because the Sponsor is not the principal to the block validation service, it does not control the full output of the reward-generating activity, and instead receives an aggregate of 25 % of the gross proceeds generated from staking (the “Staking Consideration”). Of the Staking Fee (as defined below), the Sponsor pays the Staking Services Providers for their services in connection with staking activities. The Trust receives and retains the remainder of the gross Staking Consideration. The rewards owed or paid to the Staking Services Providers reduce the amount of ether rewards that are generated from the Trust’s staking activities that are available in the assets of the Trust. Each Staking Services Provider that generates staking rewards is entitled to compensation determined as a portion of the staking rewards, which is generally determined by a fixed percentage of the overall rewards amount. As such, the Trust presents Staking Fee income on a gross basis, reflecting only the portion of protocol rewards to which it is entitled. Staking rewards are received in general daily at its Custodians’ account, as earned. Staking rewards are recorded as Staking Fee income on the Statement of Operations. The unbonding period for staked ether can vary subject to the discretion of the Sponsor’s request to unstake such assets. The Trust’s staked ether is unable to be moved on the blockchain or traded during this period. Temporary lock-up periods or transfer restrictions from staking could limit the Trust’s ability to meet redemptions. As of December 31, 2025, the Trust had staked 23.73 % of its ether holdings. The Trust will distribute all staking rewards net of Staking Fees and Staking Provider Consideration at least quarterly.
F- 9
Calculation of 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. ET, the NAV of the Trust is obtained by subtracting all accrued fees, expenses and other liabilities of the Trust from the fair value of the ether and other assets held by the Trust. The Administrator 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. As a grantor trust, the Trust can undertake only certain types of activities. For example, generally, the Trust cannot vary its investment portfolio to take advantage of market fluctuations. The Trust may receive income from investment activities that do not require such decision-making. If staking is treated for U.S. federal income tax purposes as a passive ministerial and administrative activity, it should be permissible for the Trust. To that end, on November 10, 2025, the Treasury Department and IRS issued a revenue procedure that provided a safe harbor for trusts that otherwise qualify as investment trusts and as grantor trusts to stake their digital assets without jeopardizing their tax status as investment trusts and grantor trusts for U.S. federal income tax purposes. The revenue procedure provides specific requirements that must be satisfied by a Trust in order to be eligible to rely on the safe harbor. The Trust intends to operate so that it will qualify to be treated for U.S. federal income tax purposes as a grantor trust.
Because the treatment of staking in a grantor trust, including interpretation of the requirements under the safe harbor, is still developing, there remains a risk of adverse regulatory or legal determinations that could affect the tax treatment of the Trust as a grantor trust or affect the Trust’s operations.
Each beneficial owner of Shares will be treated as directly owning its pro rata Share of the Trust’s assets and will be treated as if it directly received a pro rata portion of the Trust’s income, gain, losses and deductions. If the Trust sells ether (for example, to pay fees or expenses), such a sale is a taxable event to shareholders of the Trust (“Shareholders”). Upon a Shareholder’s sale of its Shares, the Shareholder will be treated as having sold the pro rata share of the ether held in the Trust at the time of the sale and recognizes gain or loss on such sale. The Sponsor has reviewed the tax positions as of December 31, 2025, and has determined that no provision for income tax is required in the Trust’s financial statements.
F- 10
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 prospectus. The Chief Operating Decision Maker (“CODM”) is the Chief Executive Officer of the Sponsor. The CODM monitors the operating results of the Trust. The financial information that the CODM 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 statements. Segment assets are reflected on the accompanying Statements of Assets and Liabilities as Total assets and the only significant segment expense, the Sponsor Fee, is included in the accompanying Statements of Operations.
3. Fair Value of ether
The following represents the changes in quantity of ether and the respective fair value for the year ended December 31, 2025:
Quantity
of ether Fair Value
Beginning balance as of January 1, 2025 5,050.0000 $ 16,869,879
Ether purchased 23,376.5303 80,150,681
Ether rewards received 0.3632 1,121
Ether sold for redemptions ( 17,892.3126 ) ( 67,138,770 )
Net realized gain on investment in ether sold for redemptions – 9,993,389
Net realized gain on investment in ether sold to pay Sponsor Fee – 1,169
Net change in unrealized depreciation on investment in ether – ( 8,579,019 )
Ending balance as of December 31, 2025 10,534.5809 $ 31,298,450
The following represents the changes in quantity of ether and the respective fair value for the period ended December 31, 2024:
Quantity
of ether Fair Value
Beginning balance as of May 1, 2024 – $ –
Ether purchased 9,050.0000 27,592,779
Ether sold ( 4,000.0000 ) ( 15,109,007 )
Net realized gain on investment in ether sold for redemptions – 3,067,740
Net change in unrealized appreciation on investment in ether – 1,318,367
Ending balance as of December 31, 2024 5,050.0000 $ 16,869,879
4. Trust Expenses
The Trust pays the unitary Sponsor Fee of 0.21 % of the Trust’s ether holdings (the “Sponsor Fee”). The Sponsor Fee is paid by the Trust to the Sponsor as compensation for services performed under the Trust Agreement. The Sponsor agreed to waive the entire Sponsor Fee for (i) a six-month period which commenced on July 23, 2024 (the day the Trust’s Shares were initially listed on the Exchange), or (ii) the first $ 500 million of Trust assets, whichever came first. The six-month waiver period ended on January 23, 2025, at which time the Sponsor began collecting the Sponsor Fee. On October 8, 2025, the Sponsor agreed to voluntarily waive the fee it receives from the Trust as compensation for the Sponsor’s services rendered to the Trust for a period of one year beginning on October 9, 2025 ending on October 8, 2026.
F- 11
Except for during periods in which the Sponsor Fee is being waived, the Sponsor Fee accrues daily and is payable in ether weekly in arrears. The Administrator calculates the Sponsor Fee on a daily basis by applying an annualized rate to the Trust’s total ether holdings, and the amount of ether payable in respect of each daily accrual is determined by reference to the Index. The Trust incurred Sponsor Fees for the year ended December 31, 2025, and for the period May 1, 2024 (date of initial seeding) through December 31, 2024, of $ 40,657 and $ 0 , net of Sponsor Fees waived of $ 18,168 and $ 14,657 , respectively.
The Sponsor has agreed to pay all operating expenses (except for litigation expenses and other extraordinary expenses) out of the Sponsor Fee. Operating expenses assumed by the Sponsor include; (i) the fee payable to marketing agents for services provided to the Trust (the “Marketing Fee”), (ii) fees to the Administrator, if any, (iii) fees to the Custodians, (iv) fees to the Transfer Agent, (v) fees to the Trustee, (vi) 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), (vii) ordinary course legal fees and expenses but not litigation-related expenses, (viii) audit fees, (ix) regulatory fees, including, if applicable, any fees relating to the registration of the Shares under the Securities Act or Exchange Act, (x) printing and mailing costs; (xi) costs of maintaining the Sponsor’s website and (xii) 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 (as defined below) will be deemed to be an Additional Trust Expense and not a Sponsor-paid Expense.
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 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”). Of the Sponsor-paid Expenses, ordinary course legal fees and expenses shall be subject to a cap of $ 100,000 per annum. In the Sponsor’s sole discretion, all or any portion of a Sponsor-paid Expense may be re-designated as an Additional Trust Expense.
To the extent that the Sponsor does not voluntarily assume expenses, they will be the responsibility of the Trust. The Sponsor also pays 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.
In consideration for the Sponsor’s facilitation of staking, the Trust pays 25 % of the gross staking rewards generated by the Trust’s staking activities to the Sponsor (“Staking Fee”) and retains the remainder of the gross Staking Consideration. The Staking Fee is accrued in ether and converted to U.S. Dollars by reference to the Index and is payable in ether weekly in arrears. The Trust incurred Staking Fees for the year ended December 31, 2025, and for the period May 1, 2024 (date of initial seeding) through December 31, 2024, of $ 280 and $ 0 , respectively. The accrued liability as of December 31, 2025, was $ 0 .
5. Creation and Redemption of Shares
The Trust creates and redeems Shares on a continuous basis but only in one or more Baskets (other than in the case of the Initial Seed Shares) consisting of 10,000 Shares 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. The Trust engages in ether transactions for converting cash into ether (in association with purchase orders) and ether into cash (in association with redemption 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, an “Ether Counterparty”), to (i) purchase the amount of ether equivalent in value to the cash deposit amount associated with the order and (ii) deposit the resulting ether amount in the Trust’s accounts with the Ether 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, ether to the Trust’s accounts with an Ether Custodian in exchange for Shares.
F- 12
When such an Authorized Participant redeems its Shares in cash, the Sponsor, on behalf of the Trust will direct an Ether Custodian to transfer ether to an Ether Counterparty, who will sell the ether to be executed, in the Sponsor’s reasonable efforts, at the Index 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 an Ether Custodian, will deliver ether to the Authorized Participant or its designee in exchange for Shares.
Year Ended
December 31,
2025
For the
Period from
May 1, 2024
(date of initial seeding)
through
December 31,
2024
Activity in Capital Shares:
Shares issued 4,680,000 1,810,002
Shares redeemed ( 3,580,000 ) ( 800,002 )
Net Change in Capital Shares 1,100,000 1,010,000
Year Ended
December 31,
2025 For the
Period from
May 1, 2024
(date of initial seeding)
through December 31,
2024
Activity in Capital Transactions:
Contributions for Shares issued $ 80,160,645 $ 27,592,779
Distributions for Shares redeemed ( 67,107,797 ) ( 15,109,007 )
Net Change in Capital Transactions $ 13,052,848 $ 12,483,772
Ether purchased payable represents the quantity of ether purchased for the creation of Shares where the ether has not yet settled. Generally, ether is transferred within two Business Days of the trade date.
December 31,
2025 December 31,
2024
Ether purchased payable $ - $ -
Ether sold receivable represents the quantity of ether sold for the redemption of Shares where the ether has not yet been settled. Generally, ether is transferred within two Business Days of the trade date.
December 31,
2025 December 31,
2024
Ether sold receivable $ - $ -
F- 13
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 December 31, 2024, the Sponsor owned 20,000 Shares of the Trust. On July 22, 2025, the Sponsor redeemed its Initial Seed Creation Basket of 20,000 Shares.
As of December 31, 2025, the Sponsor owned zero 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.
For the year ended December 31, 2025, the Trust engaged in digital asset trading activity with FalconX Bravo consisting of purchases in the amount of $ 2,084,956 and sales of $ 3,153,727 . For the period subsequent to FalconX Bravo becoming an affiliated entity, purchases and sales totaled $ 2,084,956 and $ 0 , respectively. In connection with transactions executed in 2025, the Trust incurred total commissions of $ 729 , of which $ 415 related to transactions occurring after FalconX Bravo became an affiliated entity.
7. Quarterly Statement of Operations
Fiscal Year Ended December 31, 2025
Three Months Ended
(unaudited) Year Ended
Mar-31,
2025 Jun-30,
2025 Sept-30,
2025 Dec-31,
2025 December 31,
2025
Investment income
Staking Income $ - $ - $ - $ 1,121 $ 1,121
Total income - - - 1,121 1,121
Expenses
Sponsor Fee 8,076 9,583 22,761 18,405 58,825
Staking Fee - - - 280 280
Total expenses 8,076 9,583 22,761 18,685 59,105
Less waiver and reimbursement ( 2,169 ) - - ( 15,999 ) ( 18,168 )
Net expenses 5,907 9,583 22,761 2,686 40,937
Net investment loss ( 5,907 ) ( 9,583 ) ( 22,761 ) ( 1,565 ) ( 39,816 )
Realized and change in unrealized gain (loss)
Net realized gain (loss) on investment in ether sold for redemptions ( 3,476,102 ) - 12,602,477 867,014 9,993,389
Net realized gain (loss) on investment in ether sold to pay Sponsor fee 1,523 ( 1,843 ) 913 576 1,169
Net change in unrealized appreciation (depreciation) on investment in ether ( 6,380,524 ) 6,469,118 4,375,913 ( 13,043,526 ) ( 8,579,019 )
Net realized and change in unrealized gain (loss) ( 9,855,103 ) 6,467,275 16,979,303 ( 12,175,936 ) 1,415,539
Net increase (decrease) in net assets resulting from operations $ ( 9,861,010 ) $ 6,457,692 $ 16,956,542 $ ( 12,177,501 ) $ 1,375,723
F- 14
For the Period from May 1, 2024 (date of initial seeding) through December 31, 2024
Three Months Ended (unaudited)
For the Period
from May 1,
2024 (date of
initial seeding)
through
June 30,
2024 Sept-30,
2024 Dec-31,
2024 For the Period
from May 1,
2024 (date of
initial seeding)
through
December 31,
2024
Expenses
Sponsor Fee $ - $ 3,777 $ 10,880 $ 14,657
Waiver and Reimbursement - ( 3,777 ) ( 10,880 ) ( 14,657 )
Net expenses - - - -
Net investment loss - - - -
Realized and change in unrealized gain (loss)
Net realized gain on investment in ether sold for redemptions - - 3,067,740 3,067,740
Net change in unrealized appreciation (depreciation) on investment in ether 1,561 ( 3,223,608 ) 4,540,414 1,318,367
-
Net realized and change in unrealized gain (loss) 1,561 ( 3,223,608 ) 7,608,154 4,386,107
Net increase (decrease) in net assets resulting from operations $ 1,561 $ ( 3,223,608 ) $ 7,608,154 $ 4,386,107
8. Financial Highlights
Per Share Performance (for a Share outstanding throughout the period presented)
For the
Year ended
December 31,
2025 For the Period May 1, 2024 (date of initial seeding) through
December 31,
2024
Net asset value per Share, beginning of period $ 16.70 $ 17.04 1
Net investment loss on investment in ether 2 ( 0.02 ) -
Net realized and change in unrealized gain (loss) on investment in ether 3 ( 1.85 ) ( 0.34 )
Net change in net assets from operations ( 1.87 ) ( 0.34 )
Net asset value per Share, end of period $ 14.83 $ 16.70
Total return, at net asset value 4,6 ( 11.20 )% ( 2.00 )%
Ratio to average net assets 5
Net investment income (loss) ( 0.15 )% - % 7
Gross expenses 0.22 % 0.21 % 7
Net expenses 0.16 % - % 7
1 The amount represents the NAV per share on June 18, 2024, the Seed Capital Purchase Date.
F- 15
2 Calculated using average Shares outstanding.
3 The amount shown for a Share outstanding throughout the period may not agree with the change in the aggregate gains and losses for the period because of the timing of sales and repurchases of the Trust’s Shares in relation to fluctuating market values for the Trust.
4 Total return is calculated based on the change in value during the period and is not annualized. An individual shareholder’s total return and ratio may vary from the above total returns and ratios based on the timing of contributions to and withdrawal from the Trust.
5 Annualized.
6 Not annualized.
7 Calculated based on average net assets starting on June 18, 2024, the Seed Capital Purchase Date.
9. 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.
10. 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 ether and digital assets. By concentrating its investment strategy solely in ether, any losses suffered as a result of a decrease in the value of ether 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.
11. 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 ether 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.
12. Subsequent Events
The Trust has evaluated all subsequent events through the issuance of the financial statements and has noted, except as provided below, no events requiring adjustment or additional disclosure in the financial statements.
On February 4, 2026, the Trust entered into staking services agreements with each of Figment Inc., an Ontario corporation and Twinstake Ltd, an exempted company incorporated in the Cayman Islands.
F- 16
Text extracted from the filing as submitted to EDGAR. Formatting, tables and exhibits are simplified for reading; the original document is authoritative for anything you rely on.