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.
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 quarter ended December 31, 2025.
Item
9C. Disclosure Regarding Foreign Jurisdictions that Prevent Inspections
Not
applicable.
72
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 SOL 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.
73
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 27, 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 December 31, 2025, were:
2025
Audit fees
$
67,000
Audit-related fees
$
-
Tax fees
$
-
All other fees
$
-
Total
$
67,000
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.
74
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
Amendment
No. 1 to Trust Agreement (5)
3.3
Amended
and Restated Trust Agreement (6)
3.4
Certificate
of Trust (2)
3.5
Certificate
of Amendment to Certificate of Trust (2)
3.6
Certificate
of Amendment to Amended Certificate of Trust (5)
4.1
Description of Securities (1)
10.1
Form
of Master Authorized Participant Agreement (3)
10.2
Staking
Agreement dated as of February 4, 2026 between Figment Inc. and the Trust (4)
10.3
Non-Custodial
Staking Services Agreement dated as of February 4, 2026 among Twinstake Ltd., the Trust and 21Shares Ethereum ETF. (4)
10.4
Form of Sponsor Agreement (6)
10.5
Form of Authorized Participant Agreement (6)
10.6
Form of Prime Broker Agreement (5)
10.7
Form of Custodial Services Agreement (5) (included as Exhibit A to Form of Prime Broker Agreement)
10.8
Form of Fund Administration and Accounting Agreement (6)
10.9
Form of Transfer Agency and Services Agreement (6)
10.10
Form of Pricing Benchmark Licensing Agreement (6)
10.11
Form
of Marketing Agent Agreement (6)
10.12
Form of Cash Custody Agreement (6)
10.13
Audit Seed Subscription Agreement (6)
10.14
Initial Seed Creation Subscription Agreement (6)
10.15
Form of Master Infrastructure-As-A-Service Agreement (6)
10.16
BitGo Custodial Services Agreement (6)
10.17
Form of Anchorage Custodial Services Agreement (6)
19.1
Insider Trading Policies and Procedures (1)
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)
75
97.1
Executive Officer Incentive-Based Compensation
Clawback Policy (1)
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 the Trust’s Registration Statement on Form S-1, filed on June 28, 2024.
(3) Incorporated
by reference to the Trust’s Current Report on Form 8-K, filed on December 18, 2025.
(4) Incorporated
by reference to the Trust’s Current Report on Form 8-K, filed on February 10, 2026.
(5) Incorporated
by reference to the Trust’s Amendment No. 4 to Registration Statement on Form S-1,
filed on September 29, 2025.
(6) Incorporated
by reference to the Trust’s Amendment No. 5 to Registration Statement on Form S-1,
filed on November 17, 2025.
Item 16.
Form 10-K Summary
None.
76
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 Solana ETF (Registrant)
By:
21Shares US LLC, its Sponsor
Signature
Title
(Capacity)
Date
/s/
Russell Barlow
Chief
Executive Officer
March
27, 2026
Russell Barlow
(Principal Executive Officer)
/s/
Duncan Moir
President
March
27, 2026
Duncan Moir
(Principal Financial Officer
and
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
27, 2026
Russell Barlow
(Principal Executive Officer)
/s/
Duncan Moir
President
March
27, 2026
Duncan Moir
(Principal Financial Officer and
Principal
Accounting Officer)
77
21shares
SOLANA 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
Schedule of Investment F-4
Statement of Operations F-5
Statement 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 Solana ETF
Opinion on the Financial Statements
We have audited the accompanying statement of assets and liabilities, including the schedule of investment, of 21Shares Solana ETF (the “Trust”) as of December 31, 2025, and the related statements of operations and changes in net assets for the period from September 17, 2025 (date of initial seeding) through December 31, 2025, 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 the results of its operations and changes in its net assets for the period from September 17, 2025 (date of initial seeding) through December 31, 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. Our procedures included confirmation of cash and digital assets owned as of December 31, 2025, by correspondence with the custodians. 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 27, 2026
F- 2
21SHARES
SOLANA ETF
STATEMENT
OF ASSETS AND LIABILITIES
December 31,
2025*
Assets
Investment in solana, at fair value (cost $ 6,518,230 ) $ 5,770,226
Total assets 5,770,226
Liabilities
Staking Fee payable $ 19,187
Sponsor Fee payable 8,334
Block rewards payable 7,686
Total liabilities 35,207
Commitments and contingent liabilities (Note 9)
Net assets $ 5,735,019
Net assets consists of
Paid-in-capital $ 9,882,665
Accumulated earnings (loss) ( 4,147,646 )
$ 5,735,019
Shares issued and outstanding, no par value, unlimited amount authorized 460,000
Net asset value per share $ 12.47
* No 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
SOLANA ETF
SCHEDULE
OF INVESTMENT
December 31, 2025*
Quantity of
solana
Cost
Fair Value
% of Net Assets
Investment in solana** 46,545.3446 $ 6,518,230 $ 5,770,226 100.61 %
Total investments 46,545.3446 $ 6,518,230 $ 5,770,226 100.61 %
Liabilities in excess of other assets ( 35,207 ) ( 0.61 )%
Net assets $ 5,735,019 100.00 %
* No comparative statement has been provided as this is the first fiscal year of the Trust’s operations.
** 95.55% of solana 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
SOLANA ETF
STATEMENT
OF OPERATIONS
For the
Period from
September 17,
2025 (date of initial
seeding)
through
December 31,
2025*
Investment income
Staking Fee income $ 203,951
Total income 203,951
Expenses
Staking Fee 19,562
Sponsor Fee 8,334
Total expenses 27,896
Net investment income 176,055
Realized and change in unrealized gain (loss)
Net realized loss on investment in solana sold for redemptions ( 3,578,079 )
Net change in unrealized appreciation on block rewards payable in solana 2,007
Net change in unrealized appreciation on Staking Fee payable in solana
375
Net change in unrealized depreciation on investment in solana ( 748,004 )
Net realized and change in unrealized gain (loss) ( 4,323,701 )
Net increase (decrease) in net assets resulting from operations ( 4,147,646 )
* No
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- 5
21SHARES
SOLANA ETF
STATEMENT
OF CHANGES IN NET ASSETS
For
the Period
September 17,
2025
(date of initial seeding)
through
December 31,
2025*
Net assets, beginning of period $ –
Contributions for Shares issued 119,956,526
Distributions for Shares redeemed ( 110,073,861 )
Net investment income 176,055
Net realized loss on investment in solana sold for redemptions ( 3,578,079 )
Net change in unrealized appreciation on block rewards payable in solana 2,007
Net change in unrealized appreciation on Staking Fee payable in solana 375
Net change in unrealized depreciation on investment in solana ( 748,004 )
Net assets, end of period $ 5,735,019
Shares issued and redeemed
Shares issued 8,520,002
Shares redeemed ( 8,060,002 )
Net increase (decrease) in Shares issued and outstanding 460,000
* No
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- 6
21Shares
SOLANA ETF
Notes
to Financial Statements
1. Organization
The 21Shares Solana ETF (the “Trust”) is a Delaware statutory trust, formed on June 3, 2024, pursuant to the Delaware Statutory Trust Act (“DSTA”). The Trust was initially registered with the name of Jura Pentium Trust 1. The Trust changed its name from Jura Pentium Trust 1 to 21Shares Core Solana Trust on June 27, 2024. On August 29, 2025, the Trust changed its name from 21Shares Core Solana Trust to 21Shares Solana ETF. The Trust operates pursuant to an Amended and Restated Trust Agreement (the “Trust Agreement”). CSC Delaware Trust Company, a Delaware 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. 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”) and BitGo Bank & Trust Company, N.A. (“BitGo”), and Anchorage Digital Bank (“Anchorage”, and, together with Coinbase Custodian, Anchorage, and BitGo, as the context may require, the “Solana Custodians”, “Custodians” and each a “Solana Custodian”) are the custodians for the Trust and hold all of the Trust’s solana 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 (“ETF”) that issues common shares of beneficial interest (the “Shares”) that trade on the Cboe BZX Exchange, Inc. (the “Exchange”). The Shares are listed for trading on the Exchange under the ticker symbol “TSOL.”
The Trust’s investment objective is to seek to track the performance of solana as measured by the performance of the CME CF Solana-Dollar Reference Rate — New York Variant (the “Pricing Benchmark”), adjusted for the Trust’s expenses and other liabilities, and to reflect rewards from staking a portion of the Trust’s solana, 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 tax purposes. CF Benchmarks Ltd. is the administrator for the Pricing Benchmark (the “Pricing Benchmark Provider”). The Pricing Benchmark is designed to reflect the performance of solana in U.S. dollars. In seeking to achieve its investment objective, the Trust will hold solana 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 of 1933, as amended (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 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 was made on September 17, 2025.
On October 1, 2025, the Sponsor, in its capacity as Seed Capital Investor, purchased Baskets comprising 20,000 Shares (the “Seed Creation Baskets”). In its capacity as the Seed Capital Investor, the Sponsor has acted as a statutory underwriter in connection with such purchase. The total proceeds to the Trust from the sale of the Seed Creation Baskets were $ 439,859 . On October 1, 2025, the Trust purchased solana with the proceeds of the Seed Creation Baskets by transacting with a Solana Counterparty to acquire solana on behalf of the Trust in exchange for cash provided by the Sponsor in its capacity as Seed Capital Investor. All solana acquired in connection with the Seed Creation Baskets is held by the one or more of the Custodians. The residual amount from the capital contribution received in advance and proceeds from the purchase of the Seed Creation Baskets was returned to the Sponsor on October 2, 2025.
The fiscal year end of the Trust is December 31 st .
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 (“U.S. 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 solana in accordance with its classification as an investment company for accounting purposes.
F- 7
Accounting Estimates
The preparation of the financial statements in conformity with U.S. 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
U.S. 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 solana 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 solana 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 Trust’s 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.
Amount at Fair Value Measurement Using
Fair Value Level 1 Level 2 Level 3
December 31, 2025
Assets
Investment in solana $ 5,770,226 $ 5,770,226 $ – $ –
* No comparative schedule has been provided as this is the first fiscal year of the Trust’s operations.
The cost basis of the investment in solana recorded by the Trust for financial reporting purposes is the fair value of solana 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.
F- 8
Investment Transactions
The Trust considers investment transactions to be the receipt of solana for Share creations and the delivery of solana for Share redemptions or for payment of expenses in solana. 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 solana.
The Trust earns staking rewards by delegating a portion of its solana on the Solana Network’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 solana. The Trust retains control of its solana throughout the staking process. The delegation of solana for staking purposes does not constitute a sale, transfer, or other derecognition event, as control of the solana 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 solana 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 Trust is not the principal to the block validation service, it does not control the full output of the reward-generating activity, and instead receives net staking rewards, after the Staking Provider Consideration is deducted. The rewards owed or paid to the Staking Services Providers reduce the amount of solana 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 will be entitled to compensation determined as a portion of the staking rewards, which is generally expected to be determined by a low single-digit percentage of the overall rewards amount (the “Staking Provider Consideration”). As such, the Trust presents Staking Fee income on a net 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 solana can vary subject to the discretion of the Sponsor’s request to unstake such assets. The Trust’s staked solana 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 95.55 % of its solana holdings. The Trust intends to distribute all staking rewards net of Staking Fees and Staking Provider Consideration at least quarterly.
In addition to staking rewards, validators on the Solana Network may earn block rewards, which are composed of transaction fees paid to the validator that produces and validates a block. Block rewards are not newly minted solana and are paid directly to validators, not to delegators. As the Trust delegates its solana to Staking Services Providers and does not operate as a validator, block rewards do not accrue to the Trust. Any block rewards generated through the Trust's Staking Activities are payable to the Sponsor and are therefore not recognized as income in the Trust's financial statements.
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 solana and other assets held by the Trust based on the Pricing Benchmark price. 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 solana (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 solana 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.
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 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.
F- 9
3. Fair Value of solana
The following represents the changes in quantity of solana and the respective fair value for the period ended December 31, 2025 *:
Quantity of
solana Fair Value
Beginning balance as of September 17, 2025 (date of initial seeding) – $ –
Solana purchased 852,012.1255 119,952,208
Solana rewards received (net of Staking Provider Consideration) 1,521.8408 203,951
Solana block rewards received (net of Staking Provider Consideration) 72.3271 9,693
Solana sold for redemptions ( 807,060.9488 ) ( 110,069,543 )
Net realized loss on investment in solana sold for redemptions – ( 3,578,079 )
Net change in unrealized depreciation on investment in solana – ( 748,004 )
Ending balance as of December 31, 2025 * 46,545.3446 $ 5,770,226
* No prior year comparative period presented as this is the first fiscal year of the Trust’s operations.
4. Trust Expenses
The Trust pays the unitary Sponsor Fee of 0.21 % 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. The Sponsor Fee accrues daily and is payable in solana weekly in arrears. The Administrator calculates the Sponsor Fee on a daily basis by applying an annualized rate to the Trust’s NAV, and the amount of solana payable in respect of each daily accrual is determined by reference to the Pricing Benchmark. The Sponsor has agreed to pay all operating expenses (except for litigation expenses and other extraordinary expenses) out of the Sponsor Fee. The Trust incurred Sponsor Fees for the period ended December 31, 2025, of $ 8,334 . The accrued liability as of December 31, 2025, was $ 8,334 .
Operating expenses assumed by the Sponsor include (i) the fee payable to the marketing agent for services it provides to the Trust (the “Marketing Fee”), (ii) fees to the Administrator, if any, (iii) fees to the Solana 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 of 1933, as amended (the “Securities Act”), or the 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 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 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.
In consideration for the Sponsor’s facilitation of staking, the Trust will pay 10 % of the staking rewards generated by the Trust’s Staking Activities after deduction of the Staking Provider Consideration to the Sponsor (“Staking Fee”) and retain the remainder. The Staking Fee is accrued in solana and converted to U.S. Dollars by reference to the Pricing Benchmark and is payable in solana weekly in arrears. The Trust incurred Staking Fees for the period ended December 31, 2025, of $ 19,562 . The accrued liability as of December 31, 2025, was $ 19,187 .
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.
F- 10
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 solana transactions for converting cash into solana (in association with purchase orders) and solana 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, a “Solana Counterparty”), to (i) purchase the amount of solana equivalent in value to the cash deposit amount associated with the order and (ii) deposit the resulting solana amount in the Trust’s accounts with the Solana 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, solana to the Trust’s accounts with a Solana Custodian in exchange for Shares.
When such an Authorized Participant redeems its Shares in cash, the Sponsor, on behalf of the Trust will direct a Solana Custodian to transfer solana to a Solana Counterparty, who will sell the solana 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 Solana Custodian, will deliver solana to the Authorized Participant, or its designee in exchange for Shares.
For the
Period
from September 17,
2025 (date
of initial seeding)
through
December 31,
2025 *
Activity in Capital Shares:
Shares issued (1) 8,520,002
Shares redeemed (1) ( 8,060,002 )
Net Change in Capital Shares 460,000
* No prior year comparative period presented as this is the first fiscal year of the Trust’s operations.
(1) Included two initial seed shares issued and redeemed in cash.
For the
Period
from September 17,
2025 (date
of initial
seeding)
through
December 31,
2025 *
Activity in Capital Transactions:
Contributions for shares issued $ 119,956,526
Distributions for shares redeemed ( 110,073,861 )
Net Change in Capital Transactions $ 9,882,665
* No prior year comparative period presented as this is the first fiscal year of the Trust’s operations.
(1) Included two initial seed shares issued and redeemed in cash.
F- 11
Solana purchased payable represents the quantity of solana purchased for the creation of Shares where the solana has not yet settled. Generally, solana is transferred within two Business Days of the trade date.
December 31,
2025*
Solana purchased payable $ -
* No prior year comparative period presented as this is the first fiscal year of the Trust’s operations.
Solana sold receivable represents the quantity of solana sold for the redemption of Shares where the solana has not yet been settled. Generally, solana is transferred within two Business Days of the trade date.
December 31,
2025*
Solana sold receivable $ -
* No prior year comparative period presented as this is the first fiscal year of the Trust’s operations.
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, 2025, the Sponsor owned 20,000 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.
7. Quarterly Statement of Operations
For the Period from September 17, 2025 (date of initial seeding) through December 31, 2025*
For the
Period
from
September 17,
2025 (date of
initial seeding)
through September 30,
2025
(Unaudited) For the
Three
Months
Ended
December 31,
2025
(Unaudited) For the
Period from
September 17,
2025 (date of
initial seeding)
through
December 31,
2025
Investment income
Staking Fee income $ - $ 203,951 $ 203,951
Total income - 203,951 203,951
Staking Fee - 19,562 19,562
Sponsor Fee - 8,334 8,334
Total expenses - 27,896 27,896
Net investment income - 176,055 176,055
Realized and change in unrealized gain (loss)
Net realized loss on investment in solana sold for redemptions - ( 3,578,079 ) ( 3,578,079 )
Net change in unrealized appreciation on block rewards payable in solana - 2,007 2,007
Net change in unrealized appreciation on Staking Fee payable in solana 2 373 375
Net change in unrealized depreciation on investment in solana ( 2 ) ( 748,002 ) ( 748,004 )
Net realized and change in unrealized loss - ( 4,323,701 ) ( 4,323,701 )
Net increase (decrease) in net assets resulting from operations $ - ( 4,147,646 ) $ ( 4,147,646 )
* No prior year comparative table has been provided as this is the first fiscal year of the Trust’s operations.
F- 12
8. Financial Highlights
Per Share Performance (for a Share outstanding throughout the period presented)
For the Period
September 17, 2025
(date of initial
seeding)
through
December 31,
2025*
Net asset value per Share, beginning of period $ 21.99 1
Net investment income 2 0.14
Net realized and change in unrealized gain (loss) on investment in solana 3 ( 9.66 )
Net increase (decrease) in net assets resulting from operations ( 9.52 )
Net asset value per Share, end of period $ 12.47
Total return, at net asset value 4,6 ( 43.29 )%
Ratio to average net assets 5
Net investment income (loss) 4.05 % 7
Gross expenses 0.64 % 7
Net expenses 0.64 % 7
* No prior year comparative financial statements have been provided as this is the first fiscal year of the Trust’s operations.
1 The amount represents the NAV per Share on October 1, 2025, commencement of investment operations.
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 NAV during the period from the commencement of investment operations through December 31, 2025, 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 withdrawals from the Trust.
5 Annualized.
6 Not annualized.
7 Calculated based on average net assets starting on October 1, 2025, commencement of investment operations.
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.
F- 13
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 solana and digital assets. By concentrating its investment strategy solely in solana, any losses suffered as a result of a decrease in the value of solana 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 solana 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- 14