UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
☒ Quarterly report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 for the quarterly period ended June 30, 2026 .
or
☐ Transition report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 for the transition period from________________to______________________.
Commission file number: 001-42954
VanEck Solana ETF
(Exact name of registrant as specified
in its charter)
Delaware 33-6972117
(State or other jurisdiction of
incorporation or organization) (I.R.S. Employer
Identification No.)
c/o VanEck Digital Assets, LLC
Jonathan R. Simon, Esq.
Matthew A. Babinsky, Esq.
666 Third Avenue , 9 th Floor
New York , New York 10017
(Address of principal executive offices) (Zip Code)
( 212 ) 293-2000
(Registrant’s telephone number,
including area code)
Not Applicable
(Former name, former address and former
fiscal year, if changed since last report)
Securities registered or to be registered
pursuant to Section 12(b) of the Act.
Title of each class Trading Symbol(s) Name of each exchange
on which registered
Shares VSOL The Nasdaq Stock Market LLC
Indicate by check mark whether the registrant
(1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has
been subject to such filing requirements for the past 90 days. ☒ Yes ☐
No
Indicate by check mark whether the registrant has submitted
electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this
chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). ☒ Yes ☐
No
Indicate by check mark whether the registrant is a large accelerated
filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company. See the definitions
of “large accelerated filer”, “accelerated filer”, “smaller reporting company” and “emerging
growth company” in Rule 12b-2 of the Exchange Act.
Large Accelerated Filer ☐ Accelerated Filer ☐
Non-Accelerated Filer ☒ Smaller Reporting Company ☒
Emerging Growth Company ☒
If an emerging growth company, indicate
by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial
accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☒
Indicate by check mark whether the registrant is a shell company
(as defined in Rule 12b-2 of the Exchange Act.). ☐ Yes ☒ No
The registrant had 1,450,000 outstanding Shares as of July
31, 2026.
VanEck Solana ETF
Table of Contents
Page
Part I. FINANCIAL INFORMATION.
1
Item 1. Unaudited Financial Statements.
1
Item 2. Management’s Discussion and
Analysis of Financial Condition and Results of Operations.
11
Item 3. Quantitative and Qualitative
Disclosures About Market Risk.
13
Item 4. Controls and Procedures.
13
Part II. OTHER INFORMATION.
13
Item 1. Legal Proceedings.
13
Item 1A. Risk Factors.
13
Item 2. Unregistered Sales of Equity Securities
and Use of Proceeds.
21
Item 3. Defaults Upon Senior Securities.
21
Item 4. Mine Safety Disclosures.
21
Item 5. Other Information.
21
Item 6. Exhibits.
21
SIGNATURES.
24
Part I. FINANCIAL INFORMATION.
Item 1. Unaudited Financial Statements.
VANECK SOLANA ETF
Statements of Assets and Liabilities
June 30, 2026
(Unaudited)
December 31,
2025
Assets
Investment in solana, at fair value (cost $ 24,830,424 and $ 28,300,073 , respectively)
$ 14,319,110
$ 23,539,566
Total assets
14,319,110
23,539,566
Liabilities
Accrued Sponsor fee
3,223
—
Total liabilities
3,223
—
Net assets
$ 14,315,887
$ 23,539,566
Shares issued and outstanding ( no par value, unlimited amount authorized)
1,425,000
1,450,000
Net Asset Value per Share
$ 10.05
$ 16.23
The accompanying notes are an integral part of these financial statements.
1
VANECK SOLANA ETF
Statements of Operations (Unaudited)
Three
Months
Ended
June 30,
2026 (a)
Six
Months
Ended
June 30,
2026 (a)
Investment Income
Staking income (net)
$ 170,183
$ 469,636
Total investment income
170,183
469,636
Expenses
Sponsor fee, related party
10,971
26,404
Total expenses
10,971
26,404
Sponsor fee waiver, related party
—
( 9,714 )
Net expenses
10,971
16,690
Net investment income
159,212
452,946
Net realized loss and net change in unrealized appreciation
(depreciation)
Net realized gain (loss) on:
Solana sold for redemption of shares
( 1,538,321 )
( 2,686,362 )
Solana sold for in-kind redemptions
( 201,683 )
( 2,326,784 )
Solana distributed for Sponsor fee, related party
( 3,972 )
( 4,950 )
Net realized loss from investment in solana
( 1,743,976 )
( 5,018,096 )
Net change in unrealized appreciation (depreciation) from investment in solana
309,640
( 5,750,807 )
Net realized loss and net change in unrealized appreciation (depreciation)
( 1,434,336 )
( 10,768,903 )
Net decrease in net assets resulting
from operations
$ ( 1,275,124 )
$ ( 10,315,957 )
(a) No comparative financial statements have been provided as the Trust did not have any operations as of June 30, 2025.
The accompanying notes are an integral part of these financial statements.
2
VANECK SOLANA ETF
Statements of Changes in Net Assets (Unaudited)
Three
Months
Ended
June 30,
2026 (a)
Six
Months
Ended
June 30,
2026 (a)
Net decrease from operations
Net investment income
$ 159,212
$ 452,946
Net realized loss from investment in solana
( 1,743,976 )
( 5,018,096 )
Net change in unrealized appreciation (depreciation) from investments in solana
309,640
( 5,750,807 )
Net decrease in net assets resulting from operations
( 1,275,124 )
( 10,315,957 )
Capital Share transactions
Contributions for shares issued
3,557,484
8,773,464
Withdrawals for shares redeemed
( 2,826,054 )
( 7,681,186 )
Net increase in capital share transactions
731,430
1,092,278
Net decrease in net assets
( 543,694 )
( 9,223,679 )
Net assets:
Beginning of period
14,859,581
23,539,566
End of period
$ 14,315,887
$ 14,315,887
(a) No comparative financial statements have been provided as the Trust did not have any operations as of June 30, 2025.
The accompanying notes are an integral part of these financial statements.
3
VANECK SOLANA ETF
Schedules of Investment
June 30, 2026 (Unaudited)
Description
Quantity
Cost
Fair Value
Solana
190,186.09 (a)
$ 24,830,424
$ 14,319,110
Total Investment in solana – 100.02 %
14,319,110
Liabilities in Excess of Other Assets – ( 0.02 %)
( 3,223 )
Net Assets – 100.00 %
$ 14,315,887
December 31, 2025
Description
Quantity
Cost
Fair Value
Solana
188,731.73 (b)
$ 28,300,073
$ 23,539,566
Total Investment in solana – 100.00 %
23,539,566
Liabilities in Excess of Other Assets – ( 0.00 %)
—
Net Assets – 100.00 %
$ 23,539,566
(a) Includes 139,387.82 of staked solana.
(b) Includes 157,964.45 of staked solana.
The accompanying notes are an integral part of these financial statements.
4
VANECK SOLANA ETF
Notes to Unaudited Financial Statements
June 30, 2026
Note 1. Organization:
VanEck Solana ETF (the “Trust”), a Delaware statutory
trust, is an exchange-traded fund that issues common shares of beneficial interest in an ownership of the Trust (the “Shares”).
The Shares are traded on the Nasdaq Stock Market LLC (the “Exchange”). The Trust’s investment objective is to
reflect the performance of Solana (“SOL”), and rewards from staking a portion of the Trust’s SOL, to the extent VanEck
Digital Assets, LLC (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 tax purposes,
less the operating expenses of the Trust. The Trust is managed and controlled by the Sponsor, a wholly-owned subsidiary of Van
Eck Associates Corporation (“VanEck”). The CSC Delaware Trust Company, is the trustee of the Trust (the “Trustee”) .
Note 2. Significant Accounting Policies:
A. Basis of Preparation and Use of Estimates
The preparation of financial statements in conformity with U.S. generally accepted accounting principles (“GAAP”) requires management to make estimates and assumptions that affect the reported amounts and disclosures in the financial statements. Actual results could differ from those estimates.
The Trust qualifies as an investment company solely for accounting purposes and not for any other purpose and follows accounting and reporting requirements of Accounting Standards Codification (“ASC”) Topic 946 Financial Services—Investment Companies (“ASC Topic 946”) , but is not registered, and is not required to be registered, as an investment company under the Investment Company Act of 1940, as amended.
B. Cash
Cash, if any, represents cash deposits held at a major financial institution and is subject to credit risk to the extent its balance exceeds the federally insured limits. As of June 30, 2026 and December 31, 2025, the Trust did no t hold cash.
C. Investment Valuation
The Trust values its investment in SOL and other assets and liabilities at fair value. Fair value is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants on the measurement date.
The Trust identifies and determines the SOL principal market (or in the absence of a principal market, the most advantageous market) for GAAP financial statement purposes consistent with the application of fair value measurement framework in Financial Accounting Standards Board (“FASB”) ASC 820 at 11:59 p.m. EST. Under ASC 820, a principal market is the market with the greatest volume and activity level for the asset or liability. The Sponsor on behalf of the Trust will determine in its sole discretion the valuation sources and policies used to prepare the Trust’s financial statements in accordance with GAAP.
Various inputs are used in determining the fair value of assets and liabilities. Inputs may be based on independent market data or they may be internally developed. These inputs are categorized into a disclosure hierarchy consisting of three broad levels for financial reporting purposes. 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
5
VANECK SOLANA ETF
Notes to Unaudited Financial Statements (continued)
June 30, 2026
Level 3 – Unobservable inputs where there are little or no market activity for the asset or liability, including the Trust’s assumptions used in determining the fair value of investments.
The following is a summary of the fair value hierarchy as of June
30, 2026, and December 31, 2025:
June 30, 2026
Level 1
Level 2
Level 3
Total
Assets
Investment in SOL
$ 14,319,110
$ —
$ —
$ 14,319,110
December 31, 2025
Level 1
Level 2
Level 3
Total
Assets
Investment in SOL
$ 23,539,566
$ —
$ —
$ 23,539,566
The following represents the changes in quantity of SOL and the respective
fair value:
SOL
Fair
Value
Beginning
balance as of January 1, 2026
188,731.73
$ 23,539,566
SOL purchased
57,486.00
6,397,727
SOL purchased in-kind
33,055.69
2,845,467
SOL sold
( 49,620.45 )
( 4,309,854 )
SOL sold in-kind
( 39,466.88 )
( 3,384,893 )
Net change in unrealized
appreciation (depreciation) from investment in SOL
—
( 5,750,807 )
Net
realized loss on investment in SOL
—
( 5,018,096 )
Ending
balance as of June 30, 2026
190,186.09
$ 14,319,110
SOL
Fair
Value
Beginning
balance as of September 24, 2025 (a)
—
$ —
SOL purchased
188,731.73
28,300,073
SOL sold
—
—
Net change in unrealized
appreciation (depreciation) from investment in SOL
—
( 4,760,507 )
Net
realized gain (loss) on investment in SOL
—
—
Ending
balance as of December 31, 2025
188,731.73
$ 23,539,566
(a) The Trust did not hold any SOL as of September 24, 2025 .
D. Solana
SOL transactions are accounted for on trade date. Realized gains and losses on the sale of SOL are determined based on the average cost method. Under ASC Topic 946, the average cost method is an accepted method to determine realized gains and losses on the sale of SOL. Proceeds received by the Trust from the issuance of baskets consist of SOL. Staking income is recognized on an accrual basis. Deposits of SOL are held by Gemini Trust Company, LLC (the “SOL Custodian”) and/or Coinbase Custody Trust Company, LLC (the “Additional SOL Custodian”, and collectively the “SOL Custodians”), on behalf of the Trust until (i) delivered out in connection with redemptions of baskets or cash or (ii) sold by the Sponsor, which may be facilitated by the SOL Custodians, to pay fees due to the Sponsor and Trust expenses and liabilities not assumed by the Sponsor.
E. Staking
The Trust stakes a portion of the Trust’s SOL through one or more staking services providers (the “Staking Services Providers”) to conduct such staking activities. The Staking Services Providers will utilize the available SOL for staking by instructing the SOL Custodians to delegate such SOL to a validator address selected in
6
VANECK SOLANA ETF
Notes to Unaudited Financial Statements (continued)
June 30, 2026
accordance with the Trusts Staking Policy. Any staked SOL will be inaccessible for approximately two to three days . While the Trust’s assets are delegated to the Staking Services Providers for staking activities, the Trust maintains all rights, title and interest to the staked SOL; and as such, the staked assets are reflected in Investment in SOL, at fair value on the Statements of Assets and Liabilities. The Sponsor has adopted a liquidity risk program that provides a variety of mechanisms to monitor and manage the liquidity of the Trust’s assets. Staking activity comes with a risk of loss of SOL. The only SOL Custodians with staked SOL during the period was Gemini Trust Company, LLC.
F. Calculation of Net Asset Value
The Trust’s net asset value (“NAV”) is calculated based on the Trust’s net asset holdings, as reconciled to the SOL Custodians’ accounts, on a market approach determined on a daily basis using the MarketVector TM Solana Benchmark Rate price at 4:00 pm EST. The Trust’s NAV per Share is calculated by taking the current market value of its total assets, subtracting any liabilities, and then dividing that total by the total number of outstanding Shares. The Trust Agreement gives the Sponsor the exclusive authority to determine the Trust’s NAV and the Trust’s NAV per Share, which it has delegated to the administrator.
G. Federal Income Taxes
The Trust is treated as a grantor trust for federal income tax purposes and, therefore, no provision for federal income taxes is required. Any staking income, expenses, gains and losses are passed through to the holders of Shares of the Trust. The Sponsor has reviewed the tax positions for the period presented and has determined that no provision for income tax is required in the Trust’s financial statements.
H. Segment Reporting
The Chief Financial Officer and Treasurer acts as the Trust’s chief operating decision maker (“CODM”), assessing performance and making decisions about resource allocation. The CODM has determined that the Trust has a single operating segment based on the fact that the Trust’s long-term strategic asset allocation is pre-determined in accordance with the terms of its prospectus, with a defined investment strategy which is executed by the Sponsor. The financial information provided to and reviewed by the CODM is presented within the Trust’s financial statements.
I. Interim financial statements
The financial statements included herein were prepared without audit according to the rules and regulations of the Securities and Exchange Commission. Certain information and footnote disclosures normally included in financial statements prepared in accordance with GAAP may be omitted pursuant to such rules and regulations. The financial statements reflect, in the opinion of management, all adjustments necessary that were of a normal and recurring nature and adequate disclosures to present fairly the financial position and results of operations as of and for the periods indicated. The results of operations for the three and six months ended June 30, 2026, are not necessarily indicative of the results to be expected for the full year or for any other period.
These financial statements should be read in conjunction with the audited financial statements and the notes thereto included in the Form 10-K previously filed with the SEC.
Note 3. Trust Expenses and Other Agreements
The Trust pays the Sponsor a unified fee (the “Sponsor Fee”)
of 0.30 % of average daily net assets that accrues daily and pays monthly. The Sponsor agreed to waive the entire Sponsor Fee on
the first $ 1 billion of the Trust’s assets through February 17, 2026. The Sponsor has agreed to pay all operating expenses
(except for extraordinary expenses, including but not limited to, non-recurring expenses and costs of services performed by the
Sponsor or a service provider on behalf of the Trust to protect the Trust or the interests of Shareholders, such as the Custodian
Staking Facilitation Fee, and in connection with any indemnification of agents, service providers or counterparties of the Trust
and extraordinary legal fees and expenses, including any legal fees and expenses incurred in connection with litigation, regulatory
7
VANECK SOLANA ETF
Notes to Unaudited Financial Statements (continued)
June 30, 2026
enforcement or investigation matters) out of the Sponsor Fee. The
Staking Service Provider is entitled to a staking service fee (the “Staking Services Provider Consideration”) of 0.28 %
of the Trust’s total staked assets on an annualized basis. Staking income in the Statement of Operations is net of the Staking
Service Providers Consideration. The Staking Services Provider agreed to waive the Staking Services Provider Consideration through
February 17, 2026. The Sponsor from time to time will sell SOL, which may be facilitated by one or more Liquidity Providers and/or
the SOL Custodian or an affiliate thereof, in such quantity as is necessary to permit payment of the Sponsor Fee and Trust expenses
and liabilities not assumed by the Sponsor.
The Trustee fee is paid by the Sponsor and is not an expense of the
Trust.
The Trust holds its SOL at the SOL Custodians, both of which are
regulated third-party custodians that carry insurance and are responsible for safekeeping of SOL owned by the Trust and holding
private keys that provide access to the SOL in the Trust’s SOL account.
State Street Bank and Trust Company serves as the Trust’s administrator,
transfer agent and cash custodian.
Note 4. Related Parties
The Sponsor is considered to be a related party to the Trust.
MarketVector Indexes GmbH is the index sponsor and index administrator
for the MarketVector TM Solana Benchmark Rate, which is used by the Trust to determine its NAV. MarketVector Indexes
GmbH is an indirectly wholly-owned subsidiary of VanEck.
Van Eck Securities Corporation, a marketing agent to the Trust, is
a wholly-owned subsidiary of VanEck.
VanEck was the initial seed investor (“Seed Capital Investor”)
and purchased for cash 4,000 Shares (the “Seed Shares”) at a per-Share price of $ 25.00 on June 10, 2025. Total proceeds
to the Trust from the sale of the Seed Shares were $ 100,000 . On October 29, 2025, the Seed Shares were redeemed for cash and the
Seed Capital Investor purchased the “Seed Creation Baskets”, comprising a total of 400,000 Shares at a per-Share price
of $ 25.00 . Total proceeds to the Trust from the sale of the Seed Creation Baskets were $ 10,000,000 which resulted in the Trust
receiving 51,656 SOL. As of June 30, 2026 and December 31, 2025, the Seed Capital Investor’s ownership in the Trust represents
approximately 28 % of net assets.
VanEck is a minority interest holder in the parent company of the
SOL Custodian, representing less than 1 % of its equity.
VanEck is a minority equity holder in Metatech Holdings, the parent
company of Nonco LLC and holds approximately 6 % of its equity. Nonco LLC is a Liquidity Provider to the Trust, and the Trust conducts
its SOL purchase and sale transactions by trading directly with Liquidity Providers, including Nonco LLC.
Note 5. Capital Share Transactions
Investors can buy and sell Shares of the Trust in secondary market
transactions through brokers. Shares trade on the Exchange under the ticker symbol VSOL. Shares are bought and sold throughout
the trading day like other publicly traded securities.
The Trust continuously offers the Trust Shares in baskets consisting
of 25,000 Shares to authorized participants. Authorized participants pay a transaction fee for each order they place to create
or redeem one or more baskets. The administrator calculates the cost to purchase (or sell in the case of a redemption order) the
amount of SOL represented by the baskets being created (or redeemed); the amount of SOL represented is equal to the combined NAV
of the number of Shares included in the baskets being created (or redeemed).
The Trust creates and redeems Shares, but only in one or more baskets.
Baskets are only made in exchange for delivery to the Trust or the distribution by the Trust of the amount of SOL represented by
the baskets being created or redeemed, the amount of which is equal to the combined NAV of the number of Shares included in the
baskets being
8
VANECK SOLANA ETF
Notes to Unaudited Financial Statements (continued)
June 30, 2026
created or redeemed determined as of 4:00 p.m. EST on the day the
order to create or redeem baskets is properly received. The authorized participants deliver cash or SOL to create baskets and receive
cash or SOL when redeeming Shares. For a subscription in cash, an authorized participant will deliver cash to the Trust’s
account at the cash custodian, which the Sponsor will then use to purchase SOL from a liquidity provider chosen by the Sponsor.
For a redemption in cash, the Sponsor will arrange for the SOL represented by the basket to be sold to a liquidity provider chosen
by the Sponsor and the cash proceeds distributed from the Trust’s account at the cash custodian to the authorized participant.
For an “in-kind” subscription, authorized participants will deliver, or arrange for the delivery by the authorized
participant’s designee of, SOL to the Trust’s account with the SOL Custodians in exchange for Shares when they purchase
Shares. For an “in-kind” redemption transaction with the Trust, when authorized participants redeem Shares, the Trust
through the SOL Custodians, will deliver SOL to such authorized participants, or a designee thereof, in exchange for their Shares.
Temporary lock-up periods or transfer restrictions from staking could limit the Trust’s ability to meet redemptions. Only authorized
participants may place orders to create and redeem baskets through the transfer agent. The transfer agent will coordinate with
the Trust’s SOL Custodians to facilitate settlement of the Shares and SOL.
Share and capital activity is as follows:
Three Months Ended
June 30, 2026 (a)
Six Months Ended
June 30, 2026 (a)
Shares
Amount
Shares
Amount
Beginning of period
1,350,000
$ 28,541,033
1,450,000
$ 28,180,185
Shares issued
325,000
3,557,484
650,000
8,773,464
Shares redeemed
( 250,000 )
( 2,826,054 )
( 675,000 )
( 7,681,186 )
End of period
1,425,000
$ 29,272,463
1,425,000
$ 29,272,463
(a) No comparative share activity have been provided as the Trust
did not have any operations as of June 30, 2025.
Note 6. Commitments and Contingent Liabilities
In the normal course of business, the Trust enters into contracts
that contain a variety of general indemnifications. The Trust’s maximum exposure under these agreements is unknown as this
would involve future claims that may be made against the Trust that have not yet occurred. However, the Sponsor believes the risk
of loss under these arrangements to be remote.
Note 7. Risk
Substantially all of the Trust’s assets are holdings of SOL,
which creates a concentration risk associated with fluctuations in the value of SOL due to a number of factors. Accordingly, a
decline in the value of SOL will have an adverse effect on the value of the Shares of the Trust. Factors that may have the effect
of causing a decline in the value of SOL include high volatility, which could have a negative impact on the performance of the
Trust. SOL platforms are relatively new and may be unregulated or may be subject to regulation in a relevant jurisdiction, but
may not be complying, and therefore, may be more exposed to fraud and security breaches than established, regulated exchanges for
other financial assets or instruments, which could have a negative impact on the performance of the Trust. The value of the Shares
depends on the development and acceptance of the SOL network. The slowing or stopping of the development or acceptance of the SOL
network may adversely affect an investment in the Trust. The price of SOL on the SOL market has exhibited periods of extreme volatility.
Digital assets such as SOL were only introduced within the past decade, and the medium-to-long term value of the Shares is subject
to a number of factors relating to the capabilities and development of block-chain technologies and to the fundamental investment
characteristics of digital assets that are uncertain and difficult to evaluate. The Trust is subject to risks due to its concentration
of investments in a single asset class. Possible illiquid markets may exacerbate losses or increase the variability between the
Trust’s NAV and its market price. The amount of SOL represented by the Shares may decline over time.
Future and current regulations by a United States or foreign government
or quasi-governmental agency could have an adverse effect on an investment in the Trust. Shareholders do not have the protections
associated with ownership of Shares in an investment company registered under the 1940 Act or the protections afforded by the Commodity
9
VANECK SOLANA ETF
Notes to Unaudited Financial Statements (continued)
June 30, 2026
Exchange Act. Future legal or regulatory developments may negatively
affect the value of SOL or require the Trust or the Sponsor to become registered with the SEC or CFTC, which may cause the Trust
to liquidate.
The Exchange on which the Shares are listed may halt trading in the
Trust’s Shares, which would adversely impact a Shareholder’s ability to sell Shares. The market infrastructure of the
SOL spot market could result in the absence of active authorized participants able to support the trading activity of the Trust.
Shareholders that are not authorized participants may only purchase
or sell their Shares in secondary trading markets, and the conditions associated with trading in secondary markets may adversely
affect Shareholders’ investment in the Shares.
Note 8. Financial Highlights (a)
The financial highlights summarize certain per share operating information
and financial ratios of net investment income and expenses, to daily average net assets for the periods below. An individual investor’s
return and ratios may vary based on the timing of capital transactions:
Three Months
Ended June 30,
2026
Six Months
Ended June 30,
2026
Net asset value per share, beginning of period
$ 11.01
$ 16.23
From investment operations:
Net investment income (b)
0.12
0.31
Net realized loss and change
in unrealized appreciation (depreciation) from investments in solana (c)
( 1.08 )
( 6.49 )
Net decrease resulting from operations
( 0.96 )
( 6.18 )
Net asset value per share, end of period
$ 10.05
$ 10.05
Total return (d)
( 8.72 )%
( 38.08 )%
Ratios to average net assets (e)
Gross expense
0.30 %
0.30 %
Net expense
0.30 %
0.19 %
Net investment income
4.35 %
5.16 %
(a) No prior comparative financial statements have been provided as the Trust did not have any operations as of June 30, 2025.
(b) Net investment income per share has been calculated based upon an average of daily shares outstanding.
(c) 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.
(d) Returns are not annualized and include adjustments required by GAAP. Returns for financial statements purposes may differ from net asset values and performance reported elsewhere by the Trust.
(e) Annualized.
Note 9. Subsequent Event Review
The Trust has evaluated subsequent events and transactions for potential
recognition or disclosure through the date the financial statements were issued and has determined that there are no material events
that would require disclosure.
10
Item 2. 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 changes
in commodity prices and market conditions (for SOL and the Shares), 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.
Introduction
The Trust is a Delaware statutory trust. The Trust does not
have directors, officers or employees. The creation and operation of the Trust have been arranged by the Sponsor. The Trust is
administered by the Trust Agreement, among the Sponsor and the 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 SOL and rewards from staking a portion of the Trust’s SOL, 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 tax purposes, less the operating expenses of the Trust. The Trust is a passive investment vehicle
that does not seek to pursue any investment strategy beyond tracking the price of SOL. The Trust does not engage in any activities
designed to obtain a profit from, or ameliorate losses caused by, changes in the price of SOL.
The Trust issues and redeems Shares only in aggregations of
25,000 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 “VSOL.”
Computation of Net Asset Value
The Trust’s NAV is calculated based on the Trust’s
net asset holdings as reconciled to the SOL Custodians’ accounts on a market approach, determined on a daily basis in accordance
with the MarketVector TM Solana Benchmark Rate price at 4:00 p.m. EST. The Trust’s NAV per Share is calculated
by taking the current market value of its total assets, subtracting any liabilities, and then dividing that total by the total
number of outstanding Shares. The Trust Agreement gives the Sponsor the exclusive authority to determine the Trust’s NAV
and the Trust’s NAV per Share, which it has delegated to the Administrator.
11
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 that will be incurred
will be the Sponsor’s Fee. The Trust’s only source of liquidity will be its sales of SOL.
Significant Accounting Policies
In preparing financial statements in conformity with 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. A description of the valuation of SOL, a critical accounting policy that
the Trust believes is important to understanding its results of operations and financial position, is provided in the section entitled
“Computation of Net Asset Value” above. 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 Three Months Ended June 30, 2026
The Trust’s NAV decreased from $14,859,581 at March 31,
2026 to $14,315,887 at June 30, 2026, a 3.66% decrease. The decrease in the Trust’s NAV resulted primarily from a decrease
in the price of SOL, which decreased 9.71% from $83.39 at March 31, 2026 to $75.29 at June 30, 2026. This decrease was partially
offset as the number of Shares outstanding also increased from 1,350,000 Shares at March 31, 2026 to 1,425,000 Shares at June 30,
2026, a net result of 325,000 Shares (13 Baskets) being created and 250,000 Shares (10 Baskets) being redeemed during the three
months ended June 30, 2026.
The 8.72% decrease in the NAV per Share from $11.01 at March
31, 2026 to $10.05 at June 30, 2026 is primarily related to the 9.71% decrease in the price of SOL during the three months ended
June 30, 2026, and offset by income from staking activities.
The NAV per Share of $12.96 on May 11, 2026, was the highest
during the three months, compared with a low during the three months of $8.32 on June 5, 2026.
Net decrease in net assets resulting from operations for the
three months ended June 30, 2026, was $(1,275,124) resulting from the net change in unrealized appreciation (depreciation) on investment
in SOL of $309,640, a net realized loss of $(1,538,321) on SOL sold for the redemption of Shares, a net realized loss on SOL sold
of $(201,683) for in-kind redemptions, a net realized loss of $(3,972) from SOL sold to pay expenses during the three months, and
net investment income of $159,212 resulting from staking activities. Other than the Net Sponsor Fee of $10,971, the Trust has no
other expenses during the three months ended June 30, 2026.
The Six Months Ended June 30, 2026
The Trust’s NAV decreased from $23,539,566 at December
31, 2025 to $14,315,887 at June 30, 2026, a 39.18% decrease. The decrease in the Trust’s NAV resulted primarily from a decrease
in the price of SOL, which decreased 39.64% from $124.73 at December 31, 2025 to $75.29 at June 30, 2026. The number of Shares
outstanding also decreased from 1,450,000 Shares at December 31, 2025 to 1,425,000 Shares at June 30, 2026, a net result of 650,000
Shares (26 Baskets) being created and 675,000 Shares (27 Baskets) being redeemed during the six months ended June 30, 2026.
The 38.08% decrease in the NAV per Share from $16.23 at December
31, 2025 to $10.05 at June 30, 2026 is primarily related to the 39.64% decrease in the price of SOL during the six months ended
June 30, 2026, and offset by income from staking activities.
The NAV per Share of $19.21 on January 14, 2026, was the highest
during the six months, compared with a low during the six months of $8.32 on June 5, 2026.
Net decrease in net assets resulting from operations for the
six months ended June 30, 2026, was $(10,315,957) resulting from the net change in unrealized appreciation (depreciation) on investment
in SOL of $(5,750,807), a net realized loss of $(2,686,362) on SOL sold for the redemption of Shares, a net realized loss on SOL
sold of (2,326,784) for in-kind redemptions, a net realized loss of $(4,950) from SOL sold to pay expenses during the six months,
and net investment income of $452,946 resulting from staking activities. Other than the Net Sponsor Fee of $16,690, the Trust has
no other expenses during the six months ended June 30, 2026.
12
Item 3. Quantitative and Qualitative Disclosures About Market
Risk.
Not applicable.
Item 4. 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, with the participation of the Trustee, 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 Securities Exchange Act of 1934, as amended, 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.
Part II. OTHER INFORMATION.
Item 1. Legal Proceedings.
None.
Item 1A. Risk Factors.
The Trading Prices Of Many Digital
Assets, Including SOL, Have Experienced Extreme Volatility In Recent Periods And May Continue To Do So. Extreme Volatility In The
Future, Including Further Declines In The Trading Prices Of SOL, Could Have A Material Adverse Effect On The Value Of The Shares
And The Shares Could Lose All Or Substantially All Of Their Value.
The trading prices of many digital assets,
including SOL, have experienced extreme volatility in recent periods and may continue to do so. For instance, there were steep
increases in the value of certain digital assets, including SOL, over the course of 2021, and multiple market observers asserted
that digital assets were experiencing a “bubble.” These increases were followed by steep drawdowns throughout 2022
in digital asset trading prices, including for SOL. These episodes of rapid price appreciation followed by steep drawdowns have
occurred multiple times throughout SOL’s history. SOL prices have continued to exhibit extreme volatility through the date
of this Report.
Extreme volatility may persist and the
value of the Shares may significantly decline in the future without recovery. The digital asset markets may still be experiencing
a bubble or may experience a bubble again in the future. For example, in the first half of 2022, each of Celsius Network, Voyager
Digital Ltd., and Three Arrows Capital declared bankruptcy, resulting in a loss of confidence in participants of the digital asset
ecosystem and negative publicity surrounding digital assets more broadly. In November 2022, FTX Trading Ltd. (“FTX”),
one of the largest digital asset exchanges by volume at the time, halted customer withdrawals amid rumors of the company’s
liquidity issues and likely insolvency, which were subsequently corroborated by its CEO. Shortly thereafter, FTX’s CEO resigned
and FTX and many of its affiliates filed for bankruptcy in the United States, while other affiliates have entered insolvency, liquidation,
or similar proceedings around the globe, following which the U.S. Department of Justice brought criminal fraud and other charges,
and the
13
SEC and CFTC brought civil
securities and commodities fraud charges, against certain of FTX’s and its affiliates’ senior executives,
including its former CEO. In addition, several other entities in the digital asset industry filed for bankruptcy following
FTX’s bankruptcy filing, such as BlockFi Inc. and Genesis Global Capital, LLC (“Genesis”). In response to
these events (collectively, the “2022 Events”), the digital asset markets have experienced extreme price
volatility and other entities in the digital asset industry have been, and may continue to be, negatively affected, further
undermining confidence in the digital asset markets. Some sources report the price of SOL declined 94% overall in 2022,
including over 50% in the two months following FTX’s declaration of bankruptcy. The 2022 events have also negatively
impacted the liquidity of the digital asset markets as certain entities affiliated with FTX engaged in significant trading
activity. If the liquidity of the digital asset markets continues to be negatively impacted by these events, digital asset
prices, including SOL, may continue to experience significant volatility or price declines and confidence in the digital
asset markets may be further undermined. In addition, regulatory and enforcement scrutiny has increased, including from,
among others, the Department of Justice, the SEC, the CFTC, the White House and Congress, as well as state regulators and
authorities, and the digital asset industry remains subject to significant attention from regulators, legislators and
policymakers. These events are continuing to develop and the full facts are continuing to emerge. It is not possible to
predict at this time all of the risks that they may pose to the Trust, its service providers or to the digital asset industry
as a whole.
The price of some digital assets, including
SOL, has risen following the election of Donald Trump as president of the United States. Many expect the new administration to
facilitate a supportive regulatory approach toward the digital asset industry. Through his executive orders, President Trump has
indicated that the administration will work toward providing greater regulatory clarity for blockchain technology and digital assets,
thereby fostering their development in the U.S. Similarly, the digital asset industry expects favorable legislation from the new
U.S. Congress as certain members have expressed interest in advancing digital asset specific legislation. There can be no assurance
that market expectations around future activity by the administration or Congress will be fulfilled, or that digital asset prices
will rise or maintain their current levels. Some commentators have referred to the digital asset market post-President Trump’s
election as a bubble. There can be no assurance that such a bubble does not exist. The failure of the administration and Congress
to provide the expected level of regulatory clarity and support for blockchain technology and digital assets, could lead to a decline
in digital asset prices, including SOL. Such a decline could cause a decline in the value of the Shares and cause Shareholders
to suffer losses. Moreover, there can be no assurance that political dynamics and sentiments toward the digital asset industry,
or market perceptions of those sentiments, will not shift over time.
In addition, the Guiding and Establishing
National Innovation for U.S. Stablecoins Act of 2025 (“GENIUS Act”), which establishes a federal framework for payment
stablecoins, was enacted in July 2025. The Digital Asset Market Clarity Act of 2025 (the “CLARITY Act”), which is intended
to establish a federal market-structure framework for certain digital assets, passed the U.S. House of Representatives in July
2025 and was advanced by the U.S. Senate Committee on Banking, Housing, and Urban Affairs in May 2026. In July 2026, Senate Republicans
released updated bill text, but the CLARITY Act has not been enacted and its prospects remain uncertain. Delays in, changes to,
or adverse developments relating to implementation of the GENIUS Act, enactment of the CLARITY Act or similar legislation, or other
federal or state regulatory actions could negatively affect market sentiment, liquidity, trading activity, or the prices of digital
assets, including SOL. Any resulting decline in the price of SOL could cause a reduction in the value of the Shares and cause Shareholders
to suffer losses.
On March 6, 2025, President Trump issued
an executive order for the “Establishment of the Strategic Bitcoin Reserve and United States Digital Asset Stockpile”
(the “Order”). The Order requires the Secretary of the U.S. Department of Treasury to establish two offices to administer
and maintain a “Strategic Bitcoin Reserve” (the “Bitcoin Reserve”) and a U.S. Digital Asset Stockpile (the
“Digital Asset Stockpile”), respectively. The Bitcoin Reserve is intended to be capitalized with bitcoin forfeited
as part of U.S. criminal or civil proceedings or in satisfaction of penalties imposed by executive agencies. The Order directs
the Secretaries of the U.S. Treasury Department and the U.S. Department of Commerce to develop budget-neutral strategies for acquiring
additional bitcoin for the Bitcoin Reserve. As established by the Order, the Bitcoin Reserve will not contain SOL, and there can
be no assurance, and there is no present indication, that it would be changed to include SOL in the future. The Digital Asset Stockpile
is intended to be capitalized initially with digital assets other than bitcoin forfeited as part of criminal or civil asset forfeiture
proceedings, which could include SOL; however, there will be no new acquisitions of SOL as part of the Digital Asset Stockpile.
While legislation has been introduced in the U.S. Senate and the U.S. House of Representatives that would direct the acquisition
of one million bitcoin by the federal government over a five-year period, no similar federal legislation has been introduced that
would expressly provide for acquiring SOL. Even if such legislation providing for the acquisition of SOL were to be introduced
at the federal level, it could fail to pass. If now or in the future, the U.S. federal government or any state government or any
instrumentality thereof does not announce SOL acquisition plans, or does announce such plans but these plans fall short of market
expectations, the price of SOL may decline, which may impact Share value. Further, executive orders such as the Order are subject
to change and can be reversed or overturned. The enduring existence and size of the Digital Asset Stockpile is subject to complex
challenges and uncertainty that makes it difficult to evaluate its effect on the value of SOL
14
and the Shares, now or in the future.
There can be no assurance that any particular legislation will ever be introduced or passed at either the federal or state level
providing for the acquisition of SOL by governmental instrumentalities.
Extreme volatility in the future,
including further declines in the trading prices of SOL, could have a material adverse effect on the value of the Shares and
the Shares could lose all or substantially all of their value. Furthermore, negative perception, a lack of stability and
standardized regulation in the digital asset economy may reduce confidence in the digital asset economy and may result in
greater volatility in the price of SOL and other digital assets, including a depreciation in value. The Trust is not actively
managed and does not take any actions to take advantage, or mitigate the impacts, of volatility in the price of SOL.
A Temporary Or Permanent “Fork”
Or A “Clone” Of The Solana Blockchain Could Adversely Affect The Value Of The Shares.
The Solana Network operates using open-source
protocols, meaning that any user can download the software, modify it and then propose that the users and validators of SOL adopt
the modification. When a modification is introduced and a substantial majority of users and validators’ consent to the modification,
the change is implemented and the network remains uninterrupted. However, if less than a substantial majority of users and validators’
consent to the proposed modification, and the modification is not compatible with the software prior to its modification, the consequence
would be what is known as a “hard fork” of the Solana Network, with one group running the pre-modified software and
the other running the modified software. The effect of such a fork would be the existence of two versions of SOL running in parallel,
yet lacking interchangeability. For example, in September 2022, the Ethereum Network transitioned to a proof-of-stake model, in
an upgrade referred to as the “Merge.” Following the Merge, a hard fork of the Ethereum Network occurred, as certain
Ethereum miners and network participants planned to maintain the proof-of-work consensus mechanism that was removed as part of
the Merge. This version of the network was rebranded as “Ethereum Proof-of-Work.”
Forks may also occur as a network community’s
response to a significant security breach. For example, in July 2016, Ethereum “forked” into Ethereum and a new digital
asset, Ethereum Classic, as a result of the Ethereum Network community’s response to a significant security breach. In June
2016, an anonymous hacker exploited a smart contract running on the Ethereum Network to syphon approximately $60 million of ETH
held by The DAO, a distributed autonomous organization, into a segregated account. In response to the hack, most participants in
the Ethereum community elected to adopt a “fork” that effectively reversed the hack. However, a minority of users continued
to develop the original blockchain, referred to as “Ethereum Classic” with the digital asset on that blockchain now
referred to as ETC. ETC now trades on several Digital Asset Trading Platforms. A fork may also occur as a result of an unintentional
or unanticipated software flaw in the various versions of otherwise compatible software that users run. Such a fork could lead
to users and validators abandoning the digital asset with the flawed software. It is possible, however, that a substantial number
of users and validators could adopt an incompatible version of the digital asset while resisting community-led efforts to merge
the two chains. This could result in a permanent fork, as in the case of Ethereum and Ethereum Classic.
Furthermore, a hard fork can lead to new
security concerns. For example, when the Ethereum and Ethereum Classic networks, two other digital asset networks, split in July
2016, replay attacks, in which transactions from one network were rebroadcast to nefarious effect on the other network, plagued
Ethereum trading platforms through at least October 2016. An Ethereum trading platform announced in July 2016 that it had lost
40,000 Ethereum Classic, worth about $100,000 at that time, as a result of replay attacks. Similar replay attack concerns occurred
in connection with the Bitcoin Cash and Bitcoin Satoshi’s Vision networks split in November 2018. Another possible result
of a hard fork is an inherent decrease in the level of security due to significant amounts of validating power remaining on one
network or migrating instead to the new forked network. After a hard fork, it may become easier for an individual validator or
validating pool’s validating power to exceed 50% of the validating power of a digital asset network that retained or attracted
less validating power, thereby making digital asset networks that rely on proof-of-stake more susceptible to attack.
Protocols may also be cloned. Unlike a
fork, which modifies an existing blockchain, and results in two competing networks, each with the same genesis block, a “clone”
is a copy of a protocol’s codebase, but results in an entirely new blockchain and new genesis block. Tokens are created solely
from the new “clone” network and, in contrast to forks, holders of tokens of the existing network that was cloned do
not receive any tokens of the new network. A “clone” results in a competing network that has characteristics substantially
similar to the network it was based on, subject to any changes as determined by the developer(s) that initiated the clone.
A hard fork may adversely affect the price
of SOL at the time of announcement or adoption. For example, the announcement of a hard fork could lead to increased demand for
the pre-fork digital asset, in anticipation that ownership of the pre-fork digital asset would entitle holders to a new digital
asset following the fork. The increased demand for the pre-fork digital asset may cause the price of the digital asset to rise.
After the hard fork, it is possible the aggregate price of the two versions of the digital asset running in parallel would be less
than the price of the digital asset immediately prior to the fork. Furthermore, while the Trust would be entitled to both versions
of
15
the digital asset running in parallel, the Sponsor, as permitted by the terms of the Trust Agreement, determines which version
of the digital asset is generally accepted as the Solana Network and should therefore be considered the appropriate network for
the Trust’s purposes, and there is no guarantee that the Sponsor will choose the digital asset that is ultimately the most
valuable fork. Either of these events could therefore adversely impact the value of the Shares.
A significant upcoming planned protocol
upgrade referred to as “Alpenglow” was announced by the core developers in May 2025 and aims to reduce transaction
finality time and enhance network security. Alpenglow is anticipated to introduce a new consensus architecture that is intended
to replace Solana’s existing Tower BFT consensus mechanism and remove Proof-of-History (PoH) and on-chain vote transactions
with a redesigned protocol composed of Votor and Rotor. Votor is an off-chain consensus mechanism intended to increase the speed
of finalizing blocks for faster transaction confirmation, whereas Rotor is a block propagation mechanism intended to replace the
existing Turbine protocol to reduce block transmission times and cost. As of the date of this Report, Alpenglow remains under
development and is expected to be implemented in phases, with the first phase, introducing Votor, expected to activate on the
Solana mainnet in the third quarter of 2026, and a later phase expected to introduce Rotor. Validators and the core developers
have been testing the new consensus protocol on a community cluster in advance of the migration, and issues identified in that
testing are being addressed. There can be no assurance Alpenglow will be implemented properly, or at all, and Alpenglow and future
anticipated upgrades, if any, could fail to work as expected or create vulnerabilities, bugs, defects, outages, disruptions or
other problems. Any failure to successfully implement Alpenglow or other future upgrades could undermine confidence in the Solana
Network, disrupt application functionality, reduce validator participation and in turn could adversely affect the price of SOL,
value of the Shares or the ability of the Trust to operate.
Competition From The Emergence Or
Growth Of Other Digital Assets Or Methods Of Investing In SOL Could Have A Negative Impact On The Price Of SOL And Adversely Affect
The Value Of The Shares.
As of September 23, 2025, SOL was the 6th
largest digital asset by market capitalization, as tracked by CoinMarketCap.com. As of September 23, 2025, the alternative digital
assets tracked by CoinMarketCap.com had a total market capitalization of approximately $3.87 trillion (including the approximately
$116.5 billion market cap of SOL), as calculated using market prices and total available supply of each digital asset, excluding
tokens pegged to other assets. SOL faces competition from a wide range of digital assets, including Bitcoin and Ethereum. SOL is
also supported by fewer regulated trading platforms than more established digital assets, such as Bitcoin and Ethereum, which could
impact its liquidity. In addition, SOL is in direct competition with other smart contract platforms, such as Ethereum, Polkadot,
Avalanche and Cardano. Competition from the emergence or growth of alternative digital assets and smart contracts platforms, such
as EOS, Tezos, Tron and numerous others, could have a negative impact on the demand for, and price of, SOL and thereby adversely
affect the value of the Shares. If other blockchain networks with smart contracts or similar capabilities better meet the needs
of users, application developers and/or validators, whether due to higher performance or otherwise, or prove to be more popular
than SOL for any reason, it could lead to less activity on the Solana blockchain and lower demand for SOL, causing the price of
SOL and the value of the Shares to decline.
In addition, some digital asset networks,
including the Solana Network, may be the target of ill will from users of other digital asset networks. These users may attempt
to negatively impact the use or adoption of the Solana Network.
Investors may invest in SOL through means
other than the Shares, including through direct investments in SOL and other potential financial vehicles, possibly including securities
backed by or linked to SOL and digital asset financial vehicles similar to the Trust, or other futures-based products. Market and
financial conditions, and other conditions beyond the Sponsor’s control, may make it more attractive to invest in other financial
vehicles or to invest in SOL directly, which could limit the market for, and reduce the liquidity of, the Shares. In addition,
to the extent digital asset financial vehicles other than the Trust tracking the price of SOL are formed and represent a significant
proportion of the demand for SOL, large purchases or redemptions of the securities of these digital asset financial vehicles, or
private funds holding SOL, could negatively affect the Index, the Trust’s SOL holdings, the price of the Shares, the net
asset value of the Trust and the NAV.
T he
Regulatory Landscape Surrounding Staking Activities Is Uncertain.
The regulatory landscape surrounding Staking
Activities is highly uncertain and may expose the Sponsor, the SOL Custodian, Staking Services Providers, and the Trust and its
shareholders to unforeseen litigation or potential SEC enforcement actions. For example, there is a risk that the agreements for
staking services could constitute an “investment contract” under the federal securities laws and therefore be deemed
a security, requiring registration or reliance on an exemption from registration. In May 2025, staff of the SEC Division of Corporation
Finance issued a statement (the “SEC Staking Statement”) expressing the view that certain staking activities do not
involve the offer and sale of securities within the meaning of the federal securities laws, and we believe that the Staking Arrangements
satisfy the criteria set forth in this statement. However, the SEC Staking Statement is not a rule, regulation, guidance, or statement
of the SEC,
16
and has no legal force or effect. In addition, on March 17, 2026, the SEC issued an interpretive release (the “Interpretive
Release”), in which the SEC reached a similar conclusion with respect to certain staking activities. Although the Interpretive
Release represents the official position of the SEC, it is not itself a statute or binding rule, and a court or future administration
could take a different view.
Accordingly, there is a risk that a court
could disagree with the views expressed in the SEC Staking Statement or the Interpretive Release or that the SEC could withdraw
the statement. In that case, or if SOL were deemed a security, there would also be a risk that a Staking Services Provider could
be deemed to be acting as a broker-dealer, on the basis that the Staking Services Provider is receiving a commission for effecting
the staking transactions and receipt of staking rewards.
Digital Asset Markets In The United
States Exist In A State Of Regulatory Uncertainty, And Adverse Legislative Or Regulatory Developments Could Significantly Harm
The Value Of SOL Or The Shares, Such As By Banning, Restricting Or Imposing Onerous Conditions Or Prohibitions On The Use Of SOL,
Staking Activity, Digital Wallets, The Provision Of Services Related To Trading And Custodying SOL, The Operation Of The Solana
Network Or The Digital Asset Markets Generally.
There is a lack of consensus regarding
the regulation of digital assets, including SOL, and their markets. As a result of the growth in the size of the digital asset
market, as well as the 2022 Events, the U.S. Congress and a number of U.S. federal and state agencies (including FinCEN, SEC, Office
of the Comptroller of the Currency, U.S. Commodity Futures Trading Commission (the “CFTC”), FINRA, the Consumer Financial
Protection Bureau, the Department of Justice, the Department of Homeland Security, the Federal Bureau of Investigation, the IRS,
state financial institution regulators and others) have been examining the operations of digital asset networks, digital asset
users and the digital asset markets. Congress is currently considering several bills relating to the regulation of digital assets
and stablecoins, which may not pass and be enacted in their present form or at all.
Many state and federal agencies have brought
enforcement actions or issued consumer advisories regarding the risks posed by digital assets to investors. Ongoing and future
regulatory actions with respect to digital assets generally or SOL in particular may alter, perhaps to a materially adverse extent,
the nature of an investment in the Shares or the ability of the Trust to continue to operate.
The 2022 Events, including among others
the bankruptcy filings of FTX and its subsidiaries, Three Arrows Capital, Celsius Network, Voyager Digital, Genesis, BlockFi and
others, and other developments in the digital asset markets, have resulted in calls for heightened scrutiny and regulation of the
digital asset industry, with a specific focus on intermediaries, such as digital asset exchanges and custodians. Federal and state
legislatures and regulatory agencies may introduce and enact new laws and regulations to regulate crypto asset intermediaries,
such as digital asset exchanges and custodians. The March 2023 collapses of Silicon Valley Bank, Silvergate Bank and Signature
Bank, which in some cases provided services to the digital asset industry, may amplify and/or accelerate these trends. On January
3, 2023, the federal banking agencies issued a joint statement on crypto-asset risks to banking organizations following events
which exposed vulnerabilities in the crypto-asset sector, including the risk of fraud and scams, legal uncertainties, significant
volatility and contagion risk. Although banking organizations are not prohibited from crypto-asset related activities, the agencies
have expressed significant safety and soundness concerns with business models that are concentrated in crypto-asset related activities
or have concentrated exposures to the crypto-asset sector.
U.S. federal and state regulators,
as well as the White House, have issued reports and releases concerning crypto assets, including SOL and crypto asset
markets. Further, in 2023 the House of Representatives formed two new subcommittees: the Digital Assets, Financial Technology
and Inclusion Subcommittee and the Commodity Markets, Digital Assets, and Rural Development Subcommittee, each of which were
formed in part to analyze issues concerning crypto assets and demonstrate a legislative intent to develop and consider the
adoption of federal legislation designed to address the perceived need for regulation of and concerns surrounding the crypto
industry. However, the extent and content of any forthcoming laws and regulations are not yet ascertainable with certainty,
and it may not be ascertainable in the near future. A divided Congress makes any prediction difficult. The impact of these
and other related events on the Trust, the digital asset industry, and the value of the Shares cannot be predicted.
There remains substantial uncertainty regarding the regulation
of digital assets, including SOL, and their markets, notwithstanding certain recent federal interpretive actions intended to provide
additional clarity. On March 17, 2026, the SEC issued the Interpretive Release regarding the application of the federal securities
laws to certain types of digital assets and certain transactions involving digital assets, and the CFTC concurrently provided guidance
that it and its staff will administer the Commodity Exchange Act consistent with that interpretation. Among other things, the Interpretive
Release introduces a taxonomy for crypto assets; addresses how a non-security crypto asset may become subject to, and may cease
to be subject to, an investment contract; and clarifies the application of the federal securities laws to airdrops, protocol mining,
protocol staking and the wrapping of a non-security crypto asset. Although the March 17, 2026 interpretive guidance may provide
greater clarity in certain respects, this guidance is not binding law, may be revised, and does not eliminate uncertainty, particularly
with respect to the regulatory treatment of specific activities or transactions involving crypto assets.
17
In August 2021, the chair of the SEC stated
that he believed investors using digital asset trading platforms are not adequately protected, and that activities on the platforms
can implicate the securities laws, commodities laws and banking laws, raising a number of issues related to protecting investors
and consumers, guarding against illicit activity and ensuring financial stability. The chair expressed a need for the SEC to have
additional authorities to prevent transactions, products and platforms from “falling between regulatory cracks,” as
well as for more resources to protect investors in “this growing and volatile sector.” The chair called for federal
legislation centering on digital asset trading, lending and decentralized finance platforms, seeking “additional plenary
authority” to write rules for digital asset trading and lending.
It is not possible to predict
whether, or when, any of these developments will lead to Congress granting additional authorities to the CFTC, SEC or other
regulators, what the nature of such additional authorities might be, how additional legislation and/or regulatory oversight
might impact the ability of digital asset markets to function or how any new regulations or changes to existing regulations
might impact the value of digital assets generally and SOL held by the Trust specifically. The consequences of increased
federal regulation of digital assets and digital asset activities could have a material adverse effect on the Trust and the
Shares.
FinCEN requires any administrator or exchanger
of convertible digital assets to register with FinCEN as a money transmitter and comply with the anti-money laundering regulations
applicable to money transmitters. Entities which fail to comply with such regulations are subject to fines, may be required to
cease operations and could have potential criminal liability. For example, in 2015, FinCEN assessed a $700,000 fine against a sponsor
of a digital asset for violating several requirements of the U.S. Bank Secrecy Act, as amended (“BSA”), by acting as
an MSB and selling the digital asset without registering with FinCEN and by failing to implement and maintain an adequate anti-money
laundering program. In 2017, FinCEN assessed a $110 million fine against BTC-e, a now defunct digital asset exchange, for similar
violations. The requirement that exchangers that do business in the United States register with FinCEN and comply with anti-money
laundering regulations may increase the cost of buying and selling SOL and therefore may adversely affect the price of SOL and
an investment in the Shares.
The Office of Foreign Assets Control (“OFAC”)
of the U.S. Department of the Treasury (the “U.S. Treasury Department”) has added digital currency addresses, including
on the Solana Blockchain, to the list of Specially Designated Nationals whose assets are blocked, and with whom U.S. persons are
generally prohibited from dealing. Such actions by OFAC, or by similar organizations in other jurisdictions, may introduce uncertainty
in the market as to whether SOL that has been associated with such addresses in the past can be easily sold. This “tainted”
SOL may trade at a substantial discount to untainted SOL. Reduced fungibility in the SOL markets may reduce the liquidity of SOL
and therefore adversely affect their price.
In February 2020, then-U.S. Treasury Secretary
Steven Mnuchin stated that digital assets were a “crucial area” on which the U.S. Treasury Department has spent significant
time. Secretary Mnuchin announced that the U.S. Treasury Department is preparing significant new regulations governing digital
asset activities to address concerns regarding the potential use for facilitating money laundering and other illicit activities.
In December 2020, FinCEN, a bureau within the U.S. Treasury Department, proposed a rule that would require financial institutions
to submit reports, keep records and verify the identity of customers for certain transactions to or from so-called “unhosted”
wallets, also commonly referred to as self-hosted wallets. In January 2021, U.S. Treasury Secretary nominee Janet Yellen stated
her belief that regulators should “look closely at how to encourage the use of digital assets for legitimate activities while
curtailing their use for malign and illegal activities.”
Under regulations from NYDFS, businesses
involved in digital asset business activity for third parties in or involving New York, excluding merchants and consumers, must
apply for a license, commonly known as a “BitLicense,” from the NYDFS and must comply with anti-money laundering, cyber
security, consumer protection and financial and reporting requirements, among others. As an alternative to a BitLicense, a firm
can apply for a charter to become a limited purpose trust company under New York law qualified to engage in certain digital asset
business activities. Other states have considered or approved digital asset business activity statutes or rules, passing, for example,
regulations or guidance indicating that certain digital asset business activities constitute money transmission requiring licensure.
The inconsistency in applying money transmitting
licensure requirements to certain businesses may make it more difficult for these businesses to provide services, which may affect
consumer adoption of SOL and its price. In an attempt to address these issues, the Uniform Law Commission passed a model law in
July 2017, the Uniform Regulation of Virtual Currency Businesses Act, which has many similarities to the BitLicense and features
a multistate reciprocity licensure feature, wherein a business licensed in one state could apply for accelerated licensure procedures
in other states. It is still unclear, however, how many states, if any, will adopt some or all of the model legislation.
Law enforcement agencies have often relied
on the transparency of blockchains to facilitate investigations. However, certain privacy-enhancing features have been, or are
expected to be, introduced to a number of digital asset networks. If the Solana Network were to adopt any of these features, these
features may provide law enforcement agencies with less visibility into transaction-level data. For
18
example, “privacy
pools,” zero knowledge proofs and other technologies that could enhance privacy have been discussed by participants in
the Solana Network. Europol, the European Union’s law enforcement agency, released a report in October 2017 noting the
increased use of privacy-enhancing digital assets like Zcash and Monero in criminal activity on the internet. In August 2022,
OFAC banned all U.S. citizens from using Tornado Cash, a digital asset protocol designed to obfuscate blockchain
transactions, by adding certain Ethereum wallet addresses associated with the protocol to its Specially Designated Nationals
list. On October 19, 2023, FinCEN published a proposed rulemaking to apply the authorities in Section 311 of the USA PATRIOT
Act to impose requirements on financial institutions that engage in convertible virtual currency (“CVC”)
transactions with CVC mixers. The proposed rule, if adopted, would require covered financial institutions to report to FinCEN
any CVC transactions they process that involves CVC mixing within or involving a jurisdiction outside the United States. The
term “CVC mixing” covers more than just transactions that involve CVC mixers like Tornado Cash, and seemingly
could cover a broader range of conduct involving technologies, services or methods that have the effect of obfuscating the
source, destination or amount of a CVC transaction, whether or not the obfuscation was intentional. If the rule were to be
adopted as proposed and if the Solana Network were to be deemed to or were to adopt features which come within the
rule’s ambit, it could cause covered financial institutions-such as many virtual currency exchanges, or the
Trust’s service providers, such as the Cash Custodian-to reduce support for or cease offering services for SOL or to
the Trust, which could impair the utility of SOL, the value of the Shares and the Trust’s ability to operate in
compliance with new laws and regulation
A Determination That SOL Or Any Other
Digital Asset Is A “ Security ” May Adversely Affect The Value Of SOL And The Value
Of The Shares, And Result In Potentially Extraordinary, Nonrecurring Expenses To, Or Termination Of, The Trust.
Depending on its characteristics, a digital
asset may be considered a “security” under the federal securities laws. The test for determining whether a particular
digital asset is a “security” is complex and difficult to apply, and the outcome is difficult to predict.
Whether a digital asset is a security under
the federal securities laws depends on whether it is included in the lists of instruments making up the definition of “security”
in the Securities Act, the Exchange Act and the Investment Company Act. Digital assets as such do not appear
in any of these lists, although each list includes the terms “investment contract” and “note,” and the
SEC has typically analyzed whether a particular digital asset is a security by reference to whether it meets the tests developed
by the federal courts interpreting these terms, known as the Howey and Reves tests, respectively.
For many digital assets, whether or not the Howey or Reves tests are met is difficult to resolve
definitively, and substantial legal arguments can often be made both in favor of and against a particular digital asset qualifying
as a security under one or both of the Howey and Reves tests. Adding to the complexity, the SEC
staff has indicated that the security status of a particular digital asset can change over time as the relevant facts evolve.
In the Interpretive Release, the SEC stated
that, based on its current understanding of the digital asset markets, SOL is a “digital commodity” and not itself
a security. Although the Interpretive Release represents the official position of the SEC, it is not itself a statute or binding
rule, does not supersede or replace the Howey test, is based on the SEC’s current understanding of the digital asset markets,
and may be refined, revised or expanded. In addition, a court, regulator, or future administration could take a different view,
and future legislation, rulemaking, enforcement positions, judicial decisions or other developments could result in SOL, the Trust,
the Shares or transactions involving SOL being treated differently than contemplated by the Interpretive Release. Any such developments
could adversely affect the Trust and the value of the Shares. As part of determining whether SOL is a security for purposes of
the federal securities laws, the Sponsor takes into account a number of factors, including the various definitions of “security”
under the federal securities laws and federal court decisions interpreting elements of these definitions, such as the U.S. Supreme
Court’s decisions in the Howey and Reves cases, as well as reports, orders, press releases,
public statements and speeches by the SEC and its staff providing guidance on when a digital asset may be a security for purposes
of the federal securities laws, and other materials relevant to the status of SOL as a security (or not). Finally, the Sponsor
discusses the security status of SOL with its external securities lawyers. Through this process the Sponsor believes that it is
applying the proper legal standards in making a good faith determination that it believes SOL is not presently a security under
federal law in light of the uncertainties inherent in the Howey and Reves tests. In light of
these uncertainties and the fact-based nature of the analysis, the Sponsor acknowledges that SOL may currently be a security, based
on the facts as they exist today, or may in the future be found by the SEC or a federal court to be a security under the federal
securities laws notwithstanding the Sponsor’s prior conclusion; and the Sponsor’s prior conclusion, even if reasonable
under the circumstances and made in good faith, would not preclude legal or regulatory action based on the presence of a security.
The Sponsor may dissolve the Trust if the
Sponsor determines SOL is a security under the federal securities laws, whether that determination is initially made by the Sponsor
itself, or because the SEC or a federal court subsequently makes that determination. Because the legal tests for determining whether
a digital asset is or is not a security often leave room for interpretation, for so long as the Sponsor believes there to be good
faith grounds to conclude that the Trust’s SOL is not a security, the Sponsor does not intend to dissolve the Trust on the
basis that SOL could at some future point be determined to be a security.
In June 2023, the SEC brought charges against
Binance and Coinbase Global, and in November 2023, the SEC brought charges against Kraken, alleging that they operated unregistered
securities exchanges, brokerages and clearing agencies. In its complaints, the SEC
19
asserted that several digital assets are securities
under the federal securities laws, including SOL. The SEC subsequently dismissed these enforcement actions. The outcomes of these
proceedings, as well as ongoing and future regulatory actions, have had a material adverse effect on the digital asset industry
as a whole and on the price of SOL, and may alter, perhaps to a materially adverse extent, the nature of an investment in the Shares
and/or the ability of the Trust to continue to operate.
Any enforcement action by the SEC or a
state securities regulator finding that SOL is a security, or a court decision to that effect would be expected to have an immediate
material adverse impact on the trading value of SOL, as well as the Shares. This is because the business models behind most digital
assets are incompatible with regulations applying to transactions in securities.
If a digital asset is determined to
be a security, it is likely to become difficult or impossible for the digital asset to be traded, cleared or custodied in the
United States through the same channels used by non-security digital assets, which in addition to materially and adversely
affecting the trading value of the digital asset is likely to significantly impact its liquidity and market
participants’ ability to convert the digital asset into U.S. dollars. For example, in 2020 the SEC filed a complaint
against the issuer of XRP, Ripple Labs, Inc. and two of its executives, alleging that they raised more than $1.3 billion
through XRP sales that should have been registered under the federal securities laws, but were not. In the years prior to the
SEC’s action, XRP’s market capitalization at times reached over $140 billion. However, in the weeks following the
SEC’s complaint, XRP’s market capitalization fell to less than $10 billion, which was less than half of its
market capitalization in the days prior to the complaint. Although the SEC and Ripple reached a settlement in August 2025 to
resolve the enforcement action and to dismiss their respective court appeals, which has largely been viewed as positive in
the digital assets market, there remains continued uncertainty as to the regulatory framework that will be applied by the SEC
and courts to digital assets. The SEC’s action against XRP’s issuer underscores the continuing uncertainty around
which digital assets are securities, and demonstrates that such factors as how long a digital asset has been in existence,
how widely held it is, how large its market capitalization is and that it has actual usefulness in commercial transactions,
ultimately may have no bearing on whether the SEC or a court will find it to be a security. There is currently legislation
that is being proposed and considered that addresses this regulatory uncertainty, but it is unclear if the proposed
legislation will be passed.
In addition, if SOL is determined to be
a security, the Trust could be considered an unregistered “investment company” under SEC rules, which could necessitate
the Trust’s liquidation. In this case, the Trust and the Sponsor may be deemed to have participated in an illegal offering
of securities and there is no guarantee that the Sponsor will be able to register the Trust under the Investment Company Act at
such time or take such other actions as may be necessary to ensure the Trust’s activities comply with applicable law, which
could force the Sponsor to liquidate the Trust.
Moreover, whether or not the Sponsor or
the Trust were subject to additional regulatory requirements as a result of any SEC or federal court determination that its assets
include securities, the Sponsor may nevertheless decide to terminate the Trust, in order, if possible, to liquidate the Trust’s
assets while a liquid market still exists. For example, in response to the SEC’s action against the issuer of XRP, certain
significant market participants announced they would no longer support XRP and announced measures, including the delisting of XRP
from major digital asset trading platforms. The sponsor of the Grayscale XRP Trust subsequently dissolved this trust and liquidated
its assets. If the SEC or a federal court were to determine that SOL is a security, it is likely that the value of the Shares of
the Trust would decline significantly, and that the Trust itself may be terminated and, if practical, its assets liquidated.
Future Legal Or Regulatory Developments
May Negatively Affect The Value Of SOL Or Require The Trust Or The Sponsor To Become Registered With The SEC Or CFTC, Which May
Cause The Trust To Liquidate.
Current and future legislation, SEC and
CFTC rulemaking, and other regulatory developments may impact the manner in which SOL are treated for classification and clearing
purposes. In particular, although the Interpretive Release classified SOL as a digital commodity and not a security under the federal
securities laws, SOL may nonetheless in the future be classified by the CFTC as a “commodity interest” under the CEA.
Alternatively, in the future a court or a future SEC administration could conclude that SOL is a “security” under U.S.
federal securities laws. The Sponsor and the Trust cannot be certain as to how future regulatory developments will impact the treatment
of SOL under the law. In the face of such developments, the required registrations and compliance steps may result in extraordinary,
nonrecurring expenses to the Trust. If the Sponsor decides to terminate the Trust in response to the changed regulatory circumstances,
the Trust may be dissolved or liquidated at a time that is disadvantageous to Shareholders.
The SEC has stated that certain digital
assets may be considered “securities” under the federal securities laws. The test for determining whether a particular
digital asset is a “security” is complex and the outcome is difficult to predict. If SOL is in the future determined
to be a “security” under federal or state securities laws by the SEC or any other agency, or in a proceeding in a court
of law or otherwise, it would likely have material adverse consequences for the value of SOL. For example, it may become more difficult
or impossible for
20
SOL to be traded, cleared and custodied in the United States as compared to other digital assets that are not
considered to be securities, which could in turn negatively affect the liquidity and general acceptance of SOL and cause users
to migrate to other digital assets.
To the extent that SOL is determined to
be a security, the Trust and the Sponsor may also be subject to additional regulatory requirements, including under the 1940 Act,
and the Sponsor may be required to register as an investment adviser under the Investment Advisers Act of 1940, as amended (the
“Advisers Act”). If the Sponsor determines not to comply with such additional regulatory and registration requirements,
the Sponsor will terminate the Trust. Any such termination could result in the liquidation of the Trust’s SOL at a time that
is disadvantageous to Shareholders.
To the extent that SOL is deemed to fall
within the definition of a “commodity interest” under the CEA, the Trust and the Sponsor may be subject to additional
regulation under the CEA and CFTC regulations. These additional requirements may result in extraordinary, recurring and/or nonrecurring
expenses of the Trust, thereby materially and adversely impacting the Shares. If the Sponsor and/or the Trust determines not to
comply with such additional regulatory and registration requirements, the Sponsor may terminate the Trust. Any such termination
could result in the liquidation of the Trust’s SOL at a time that is disadvantageous to Shareholders.
Item 2. Unregistered Sales of Equity
Securities and Use of Proceeds.
a) None.
b) Not applicable.
c) 250,000 Shares (10 Baskets) were redeemed during the quarter
ended June 30, 2026.
Period
Total Number of Shares
Redeemed
Average Per
Share
04/01/26 to 04/30/26
150,000
$
11.36
05/01/26 to 05/31/26
100,000
11.23
06/01/26 to 06/30/26
0
0
Total
250,000
$
11.31
Item 3. Defaults Upon Senior Securities.
None.
Item 4. Mine Safety Disclosures.
Not applicable.
Item 5. Other Information.
Not applicable .
Item 6. Exhibits.
See the Exhibit Index below, which is incorporated
by reference herein.
21
EXHIBIT INDEX
Exhibit No.
Exhibit Description
3.1
Certificate
of Trust incorporated by reference to Exhibit 3.1 of the Registration Statement on Form S-1 filed by the Registrant on June
13, 2025
3.2
Certificate
of Amendment incorporated by reference to Exhibit 3.2 of the Registration Statement on Form S-1 filed by the Registrant on
July 13, 2025
4.1
Fourth
Amended and Restated Declaration of Trust and Trust Agreement incorporated by reference to Exhibit 4.1 of the Current
Report on Form 8-K filed by the Registrant on December 9, 2025
10.1
Form
of Initial Authorized Participant Agreement incorporated by reference to Exhibit 10.1 of the Registration Statement on Form
S-1 filed by the Registrant on July 31, 2025
10.2
Marketing
Agreement incorporated by reference to Exhibit 10.2 of the Registration Statement on Form S-1 filed by the Registrant
on June 13, 2025
10.3
Gemini
Custody Agreement incorporated by reference to Exhibit 10.3 of the Registration Statement on Form S-1 filed by the Registrant
on June 13, 2025
10.4
Trust
Administration and Accounting Agreement incorporated by reference to Exhibit 10.4 of the Annual Report on Form 10-K filed
by the Registrant on March 30, 2026
10.5
Transfer
Agency Agreement incorporated by reference to Exhibit 10.5 of the Annual Report on Form 10-K filed by the Registrant on
March 30, 2026
10.6
Index
SubLicense Agreement incorporated by reference to Exhibit 10.6 of the Registration Statement on Form S-1 filed by the
Registrant on June 13, 2025
10.7
Cash
Custody Agreement incorporated by reference to Exhibit 10.7 of the Annual Report on Form 10-K filed by the Registrant
on March 30, 2026
10.8
Subscription
Agreement incorporated by reference to Exhibit 10.8 of the Registration Statement on Form S-1 filed by the Registrant
on June 13, 2025
10.9
Clearing
Agreement incorporated by reference to Exhibit 10.9 of the Registration Statement on Form S-1 filed by the Registrant
on June 13, 2025
10.10
Additional
SOL Custodian Agreement incorporated by reference to Exhibit 10.10 of the Registration Statement on Form S-1 filed by
the Registrant on June 13, 2025
10.11
Form
of Staking Provider Agreement incorporated by reference to Exhibit 10.11 of the Registration Statement on Form S-1 filed
by the Registrant on September, 2025
31.1*
Certification by Principal Executive Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
31.2*
Certification by Principal Financial Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
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
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
101.INS*
Inline XBRL Instance Document - the instance document does not appear in the Interactive Data
File because its XBRL tags are embedded within the Inline XBRL document
22
101.SCH*
Inline XBRL Taxonomy Extension Schema with Embedded Linkbase Documents
104*
Cover Page Interactive Data File included as Exhibit 101 (embedded within the Inline XBRL
document)
* Filed herewith.
23
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 in the capacities*
indicated thereunto duly authorized.
VANECK DIGITAL ASSETS, LLC
Sponsor of VanEck Solana ETF
By:
/s/ Jan F. van Eck*
Jan F. van Eck
President and Chief Executive Officer
(Principal Executive Officer)
By:
/s/ John J. Crimmins*
John J. Crimmins
Vice President, Chief Financial Officer and Treasurer
(Principal Financial Officer and Principal Accounting Officer)
Date: August 13, 2026
* The Registrant is a trust and the persons are signing in their
capacities as officers of VanEck Digital Assets, LLC, the Sponsor of the Registrant.
24
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.