VanEck BNB ETF 10-K

Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations. This information should be read in conjunction with the financial statements and notes to financial statements included with this report. The discussion and analysis that follows may contain statements that relate to future events or future performance. In some cases, such forward-looking statements can be identified by terminology such as “may,” “will,” “should,” “could,” “expect,” “plan,” “anticipate,” “believe,” “estimate,” “predict,” “potential” or the negative of these terms or other comparable terminology. All statements (other than statements of historical fact) included in this Report that address activities, events, or developments that may occur in the future, including such matters as movements in the cryptocurrencies markets and indexes that track such movements, the operations of the Trust, the plans of the Sponsor and references to the Trust’s future success and other similar matters are forward-looking statements. These statements are only predictions. Actual events or results may differ materially. These statements are based upon certain assumptions and analyses made by the Sponsor on the basis of its perception of historical trends, current conditions and expected future developments, as well as other factors it believes are appropriate in the circumstances. Whether or not actual results and developments will conform to the Sponsor’s expectations and predictions is subject to a number of risks and uncertainties, including the special considerations discussed in this Report, general economic, market and business conditions, changes in laws or regulations, including those concerning taxes, made by governmental authorities or regulatory bodies, and other world economic and political developments. Consequently, all the forward-looking statements made in this Report are qualified by these cautionary statements, and there can be no assurance that the actual results or developments the Sponsor anticipates will be realized or, even if substantially realized, will result in the expected consequences to, or have the expected effects on, the Trust’s operations or the value of the Shares issued by the Trust. Moreover, neither the Sponsor nor any other person assumes responsibility for the accuracy or completeness of the forward-looking statements. Neither the Trust nor the Sponsor undertakes an obligation to publicly update or conform to actual results any forward-looking statement, whether as a result of new information, future developments, or otherwise, except as required by law. 80 Introduction The Trust is a Delaware statutory trust. The Trust does not have directors, officers or employees. The creation and operation of the Trust has been arranged by the Sponsor. The Trust is governed by the Trust Agreement by and among the Sponsor, the Trustee and the Delaware Trustee. The Trust is managed and controlled by the Sponsor, a wholly owned subsidiary of VanEck. The Sponsor is not governed by a board of directors. The Trust’s investment objective is to reflect the performance of the price of BNB, and rewards from staking a portion of the Trust’s BNB, 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, by jeopardizing the Trust’s ability to qualify as a grantor trust for U.S. federal income tax purposes, less the expenses of the Trust’s operations. The Trust issues and redeems Shares only in blocks of 10,000 Shares, a Basket, or integral multiples thereof, and only in transactions with Authorized Participants. Shares of the Trust trade on the Exchange under the ticker symbol “VBNB.” Computation of Net Asset Value The Trust’s NAV will be calculated based on the Trust’s net asset holdings as reconciled to the BNB Custodians accounts on a market approach, determined on a daily basis in accordance with the MarketVector TM BNB Benchmark Rate price at 4:00 p.m. Eastern time. The Sponsor believes that use of the MarketVector TM BNB Benchmark Rate mitigates against idiosyncratic exchange risk, as the failure of any individual exchange will not materially impact pricing for the Trust. It also allows the Administrator to calculate the NAV in a manner that significantly deters manipulation. Liquidity The Trust is not aware of any trends, demands, conditions, or events that are reasonably likely to result in material changes to its liquidity needs. In exchange for a fee, the Sponsor has agreed to assume most of the expenses incurred by the Trust. As a result, the only ordinary expense of the Trust during the period covered by this Report was the Sponsor’s Fee. The Trust’s only source of liquidity is its sales of BNB. Significant Accounting Policies In preparing financial statements in conformity with accounting principles generally accepted in the United States of America (“GAAP”), management makes estimates and assumptions that affect the reported amounts of assets, liabilities and disclosures of contingent assets and liabilities at the date of the financial statements, as well as the reported amount of revenue and expenses reported during the period. Actual results could differ from these estimates. In addition, please refer to Note 2 to the Financial Statements included in this Report for further discussion of the Trust’s accounting policies. Results of Operations The Year Ended June 30, 2026 From July 1, 2025 to November 14, 2025 (date of Seeding), the Trust had no operations other than a sale to the Seed Capital Investor, the parent of the Sponsor, of 4,000 Shares at a per-Share price of $25.00. Delivery of the Seed Shares was made on November 14, 2025. Total proceeds to the Trust from the sale of the Seed Shares were $100,000. The Trust did not have any operations from November 14, 2025 to May 7, 2026, other than Seed capital investor audits of the Trust on November 14, 2025 and April 22, 2026. On May 7, 2026 (date of initial BNB investment), the Seed Shares were redeemed for cash and the Seed Capital Investor purchased the “Seed Creation Baskets,” comprising 40,000 Shares at a per-Share price of $25.00. Total proceeds to the Trust from the sale of the Seed Creation Baskets were $1,000,000, which resulted in the Trust receiving 1,555.1639998 BNB. As of June 30, 2026, the Seed Capital Investor’s ownership in the Trust represents approximately 40% of net assets. The Trust’s NAV increased from $100,000 at November 14, 2025 to $ 2,140,751 at June 30, 2026, a 2,040.75% increase. The increase in the Trust’s NAV resulted primarily from an increase in the number of outstanding shares, which increased from 4,000 Shares at November 14, 2025 to 100,000 Shares at June 30, 2026. This is the net result of 100,000 Shares (10 Baskets) being created and 4,000 Seed Shares being redeemed during the period, offset by a decrease in the price of BNB, which contracted from $643.148 at May 7, 2026 to $550.83 at June 30, 2026 resulting in a decline of 14.35%. 81 The 14.36% decrease in the NAV per share from $25.00 at May 7, 2026 to $21.41 at June 30, 2026, is directly related to 14.35% decrease in the price of BNB during this period. The NAV per Share of $ 26.95 on June 1, 2026, was the highest during the period, compared with a low during the period of $21.41 on June 30, 2026. Net decrease in net assets resulting from operations during the period ended June 30, 2026, was $(309,637) resulting from net unrealized appreciation (depreciation) from investment in BNB of $(308,925) and a net investment loss of $(712). Other than the Sponsor Fee of $712, the Trust has no other expenses during the period ended June 30, 2026. Item 7A. Quantitative and Qualitative Disclosures About Market Risk. Not applicable.