Item 8. Financial Statements and Supplementary Data
Item 8. Financial Statements and Supplementary Data.
84
INDEX TO FINANCIAL STATEMENTS
Page
Report of Independent Registered Public Accounting Firm (PCAOB ID 185 )
F-2
Statement of Assets and Liabilities as of December 31, 2025
F-3
Schedule of Investment as of December 31, 2025
F-5
Statement of Operations For the Period from November 19, 2025 (Commencement of Operations) to December 31, 2025
F-6
Statement of Changes in Net Assets For the Period November 19, 2025 (Commencement of Operations) to December 31, 2025
F-6
Statement of Cash Flows For the Period from November 19, 2025 (Commencement of Operations) to December 31, 2025
F-7
Notes to Financial Statements
F-8
F- 1
Report of Independent Registered Public Accounting Firm
To the Shareholders and the Sponsor
Bitwise XRP ETF:
Opinion on the Financial Statements
We have audited the accompanying statement of assets and liabilities, including the schedule of investment of Bitwise XRP ETF (the Trust) as of December 31, 2025, and the related statements of operations, changes in net assets and cash flows for the period from November 19, 2025 (commencement of operations) through December 31, 2025, and the related notes (collectively, the financial statements). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Trust as of December 31, 2025, the results of its operations, changes in its net assets, and its cash flows for the period November 19, 2025 (commencement of operations) through December 31, 2025, in conformity with U.S. generally accepted accounting principles.
Basis for Opinion
These financial statements are the responsibility of the Trust’s management. Our responsibility is to express an opinion on these financial statements based on our audit. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Trust in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. Our audit included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audit also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audit provides a reasonable basis for our opinion.
/s/ KPMG LLP
We have served as the Trust’s auditor since 2025.
New York, New York
March 20, 2026
F- 2
Bitwise XRP ETF
Statement of Assets and Liabilities
(Amounts in thousands, except Share and per-share amounts)
December 31, 2025*
Assets
Investment in XRP, at fair value (cost $ 265,678 )
$
239,758
Receivable for In-Kind Creations
1,636
Total assets
241,394
Liabilities
Sponsor Fee payable
25
Total liabilities
25
Net Assets
$
241,369
Shares issued and outstanding, no par value, unlimited amount authorized
11,800,000
Principal Market NAV per share
$
20.46
* No comparative period information yet available as the Trust commenced operations on November 19, 2025.
The accompanying notes are an integral part of the Financial Statements.
F- 3
Bitwise XRP ETF
Schedule of Investment
(Amounts in thousands, except quantity of XRP and percentages)
December 31, 2025*
Quantity of
XRP
Cost
Fair Value
% of
Net Assets
Investment in XRP^
131,223,200.0749
$
265,678
$
239,758
99.33
%
Total Investment
$
265,678
239,758
99.33
%
Assets in excess of liabilities
1,611
0.67
%
Net Assets
$
241,369
100.00
%
* No comparative period information yet available as the Trust commenced operations on November 19, 2025.
^ Crypto assets do not have a singular country or geographic region, therefore country information is omitted.
The accompanying notes are an integral part of the Financial Statements.
F- 4
Bitwise XRP ETF
Statement of Operations
(Amounts in thousands)
For the period November 19, 2025 (commencement of operations) through December 31, 2025*
Investment income
Investment income
$
—
Expenses
Sponsor Fee
73
Total Expenses
73
Less: Waivers and Reimbursement
( 48
)
Net Expenses
25
Net investment loss
( 25
)
Net realized and unrealized gain (loss)
Net change in unrealized appreciation (depreciation) on investment in XRP
( 25,912
)
Net realized and unrealized gain (loss)
( 25,912
)
Net increase (decrease) in net assets resulting from operations
$
( 25,937
)
* No comparative period information yet available as the Trust commenced operations on November 19, 2025.
The accompanying notes are an integral part of the Financial Statements.
F- 5
Bitwise XRP ETF
Statement of Changes in Net Assets
(Amounts in thousands, except change in Shares issued and redeemed)
For the period November 19, 2025 (commencement of operations) through December 31, 2025*
Increase (decrease) in net assets resulting from operations
Net investment gain (loss)
$
( 25
)
Net change in unrealized appreciation (depreciation) on investment in XRP
( 25,912
)
Net increase (decrease) in net assets resulting from operations
( 25,937
)
Increase (decrease) in net assets from capital share transactions
Creations for Shares issued
267,306
Net increase (decrease) in net assets resulting from capital share transactions
267,306
Total increase (decrease) in net assets from operations and capital share transactions
241,369
Net assets
Beginning of period
—
(1)
End of period
$
241,369
Shares issued and redeemed
Shares issued
11,800,000
Shares redeemed
( 8
)
Net increase (decrease) in Shares issued and outstanding
11,799,992
* No comparative period information yet available as the Trust commenced operations on November 19, 2025.
(1) On October 10, 2025, Bitwise Asset Management, Inc. ("BAM"), the parent company of the Sponsor, purchased 8 Shares at a per-share price of $ 25.00 for $ 200.00 in a transaction exempt from registration under Section 4(a)(2) of the 1933 Act (the "Seed Shares"). On November 19, 2025, BAM redeemed the entirety of its 8 Seed Shares for $ 200 and Bitwise Investment Manager, LLC (“BIM”), an affiliate of the Sponsor, purchased the initial 100,000 Shares of the Trust (the “Seed Baskets”) for $ 2,277,445 , at a per-Share price of $ 22.77 .
The accompanying notes are an integral part of the Financial Statements.
F- 6
Bitwise XRP ETF
Statement of Cash Flows
(Amounts in thousands)
For the period November 19, 2025 (commencement of operations) through December 31, 2025*
Cash flow from operating activities
Net increase (decrease) in net assets resulting from operations
$
( 25,937
)
Adjustments to reconcile net increase in net assets resulting from operations to net
cash provided by (used in) operating activities:
Purchases of XRP
( 148,288
)
Net change in unrealized (appreciation) depreciation on investment in XRP
25,912
Changes in operating assets and liabilities:
Increase (Decrease) in Sponsor Fee payable
25
Net cash provided by (used in) operating activities
( 148,288
)
Cash flow from financing activities
Creations for Shares issued
148,288
Net cash provided by (used in) financing activities
148,288
Net increase (decrease) in cash
—
Cash, beginning of period
—
(1)
Cash, end of period
$
—
Supplemental disclosure of noncash financing activities
In-Kind Creations of XRP
$
117,382
* No comparative period information yet available as the Trust commenced operations on November 19, 2025.
(1) On October 10, 2025, Bitwise Asset Management, Inc. ("BAM"), the parent company of the Sponsor, purchased 8 Shares at a per-share price of $ 25.00 for $ 200.00 in a transaction exempt from registration under Section 4(a)(2) of the 1933 Act (the "Seed Shares").
The accompanying notes are an integral part of the Financial Statements.
F- 7
Bitwise XRP ETF
Notes to Financial Statements
December 31, 2025
1. Organization
Bitwise XRP ETF (the “Trust”) is an investment trust organized on October 31, 2025 under Delaware law pursuant to a First Amended and Restated Declaration of Trust and Trust Agreement (the “Trust Agreement”). The Trust’s primary investment objective is to seek to provide exposure to the value of XRP held by the Trust, less the expenses of the Trust’s operations, which is generally just the sponsor’s management fee. In seeking to achieve its primary investment objective, the Trust’s sole asset is XRP. The Trust is an Exchange Traded Product (“ETP”) that issues common shares of beneficial interest (“Shares”) that are listed on the NYSE Arca, Inc. (the “Exchange”) under the ticker symbol “XRP,” providing investors with an efficient means to obtain market exposure to the price of XRP.
Bitwise Investments Advisers, LLC (the "Sponsor"), a wholly-owned subsidiary of Bitwise Asset Management, Inc. ("BAM") serves as the Sponsor for the Trust. The Sponsor arranged for the creation of the Trust and is responsible for the ongoing registration of the Shares for their public offering in the U.S. and the listing of Shares on the Exchange. The Sponsor will develop a marketing plan for the Trust, will prepare marketing materials regarding the Shares, and will operate the marketing plan of the Trust on an ongoing basis. The Sponsor also oversees the additional service providers of the Trust and exercises managerial control of the Trust as permitted under the Trust Agreement. The Sponsor has agreed to pay all operating expenses (except for litigation expenses and other extraordinary expenses) out of the Sponsor’s unified management fee.
Delaware Trust Company acts as the trustee of the Trust (the “Trustee”) for the purpose of creating a Delaware statutory trust in accordance with the Delaware Statutory Trust Act (“DSTA”). The Trustee is appointed to serve as the trustee of the Trust in the State of Delaware for the sole purpose of satisfying the requirement of Section 3807(a) of the DSTA that the Trust have at least one trustee with a principal place of business in the State of Delaware.
The statement of assets and liabilities and schedule of investment as of December 31, 2025, and the statements of operations, cash flows, and changes in net assets for the period from November 19, 2025 (commencement of operations) through December 31, 2025, have been prepared on behalf of the Trust. In the opinion of management of the Sponsor of the Trust, all adjustments (which include normal recurring adjustments) necessary to present fairly the financial position and results of operations for the period from November 19, 2025 (commencement of operations) through December 31, 2025 have been made.
Prior to the commencement of operations on November 19, 2025, on October 10, 2025, Bitwise Asset Management, Inc. ("BAM"), the parent company of the Sponsor, purchased 8 Shares at a per-share price of $ 25.00 for $ 200.00 in a transaction exempt from registration under Section 4(a)(2) of the 1933 Act (the "Seed Shares"). On November 19, 2025, BAM redeemed the entirety of its 8 Seed Shares for $ 200 and Bitwise Investment Manager, LLC (“BIM”), an affiliate of the Sponsor, purchased the initial 100,000 Shares of the Trust (the “Seed Baskets”) for $ 2,277,445 , at a per-Share price of $ 22.77 .
2. Significant Accounting Policies
The following is a summary of significant accounting policies consistently followed by the Trust in the preparation of its financial statements.
Basis of Presentation
The financial statements have been prepared in conformity with accounting principles generally accepted in the United States of America (“GAAP”). The Trust is an investment company and follows the specialized accounting and reporting guidance in the Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) Topic 946, Financial Services—Investment Companies.
Use of Estimates
The preparation of the financial statements in accordance with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of these financial statements. Actual results could differ from those estimates.
F- 8
Cash
Generally, the Trust does not intend to hold any cash. Cash includes non-interest-bearing unrestricted cash with one institution. Cash in a bank deposit account, at times, may exceed U.S. federally insured limits. The Trust has not experienced any losses in such accounts and does not believe it is exposed to any significant credit risk on such bank deposits.
Investment Transactions and Revenue Recognition
The Trust records its investment transactions on a trade date basis and changes in fair value are reflected as net change in unrealized appreciation or depreciation on investment in XRP. Realized gains and losses are calculated using the specific identification method. Realized gains and losses are recognized in connection with transactions including settling obligations for the Sponsor Fee in XRP.
Investment Valuation - Principal Market Net Asset Value ("NAV")
To determine which market is the Trust's principal market (or in the absence of a principal market, the most advantageous market) for purposes of calculating the Trust's net asset value in accordance with U.S. GAAP ("Principal Fair Market NAV"), the Trust follows ASC Topic 820-10, Fair Value Measurement, which outlines the application of fair value accounting. ASC 820-10 determines fair value to be the price that would be received for XRP in a current sale, which assumes an orderly transaction between market participants on the measurement date. ASC 820-10 requires the Trust to assume that XRP is sold in its principal market to market participants or, in the absence of a principal market, the most advantageous market. Market participants are defined as buyers and sellers in the principal or most advantageous market that are independent, knowledgeable, and willing and able to transact.
The Trust only receives XRP in connection with a creation order from the Authorized Participant (or a Liquidity Provider) and does not itself transact on any Digital Asset Markets. Therefore, the Trust looks to market-based volume and level of activity for Digital Asset Markets. The Authorized Participant(s), or a Liquidity Provider, may transact in a Brokered Market, a Dealer Market, Principal-to-Principal Markets and Exchange Markets ("Trading Platform Markets”), each as defined in the FASB ASC Master Glossary (collectively, "Digital Asset Markets").
In determining which of the eligible Digital Asset Markets is the Trust's principal market, the Trust reviews these criteria in the following order:
First, the Trust reviews a list of Digital Asset Markets that are US accessible, have historically provided publicly available data, and are exchanges that Bitwise normally transact on. Specifically, the Trust utilizes a third-party valuation vendor, Lukka, Inc., to identify publicly available, well established and reputable crypto asset exchanges selected in their sole discretion.
Second, Lukka, Inc. sorts these Digital Asset Markets from high to low by market-based volume and level of activity of XRP traded on each Digital Asset Market. For the year ended December 31, 2025, this sort was performed for Digital Asset Markets for the period mid-November through mid-December 2025.
Third, Lukka, Inc. then reviews pricing fluctuations and the degree of variances in price on each Digital Asset Market during the 60 minutes prior to 4:00 pm. ET for XRP to identify any material notable variances that may impact the volume or price information of a particular Digital Asset Market.
Fourth, Lukka, Inc. then selects a Digital Asset Market as its principal market based on the highest market-based volume level of activity and price stability in comparison to the other Digital Asset Markets on the list.
As of December 31, 2025, Lukka, Inc. included Binance, Bitfinex, Bitflyer, Bitstamp, Bullish, Coinbase, Crypto.com, Gate.io, Gemini, HitBTC, Huobi, itBit, Kraken, KuCoin, LMAX, MEXC Global, OKX and Poloniex as its primary Exchange Markets in consideration.
F- 9
The Trust determines its principal market (or in the absence of a principal market the most advantageous market) annually and conducts a quarterly analysis to determine (i) if there have been recent changes to each Digital Asset Market’s trading volume and level of activity in the trailing twelve months, (ii) if any Digital Asset Markets have developed that the Trust has access to, or (iii) if recent changes to each Digital Asset Market's price stability have occurred that would materially impact the selection of the principal market and necessitate a change in the Trust's determination of its principal market.
The cost basis of the XRP received by the Trust in connection with a creation order is recorded by the Trust at the fair value of XRP at 4:00 p.m., New York time, on the creation date for financial reporting purposes. The cost basis recorded by the Trust may differ from proceeds collected by the Authorized Participant from the sale of the corresponding Shares to investors.
At December 31, 2025, the principal market and the principal market price for XRP, which is composed of the majority of the Trust’s assets as of December 31, 2025, was Coinbase, with a price of $ 1.83 .
The Trust determines its principal market (or in the absence of a principal market the most advantageous market) annually and conducts a quarterly analysis to determine (i) if there have been recent changes to each Digital Asset Market’s trading volume and level of activity in the trailing twelve months, (ii) if any Digital Asset Markets have developed that the Trust has access to, or (iii) if recent changes to each Digital Asset Market's price stability have occurred that would materially impact the selection of the principal market and necessitate a change in the Trust's determination of its principal market.
Various inputs are used to determine the fair value of assets and liabilities. Inputs may be based on independent market data (“observable inputs”) or they may be internally developed (“unobservable inputs”). These inputs are categorized into a disclosure hierarchy consisting of three broad levels for financial reporting purposes. The level of a value determined for an asset or liability within the fair value hierarchy is based on the lowest level of any input that is significant to the fair value measurement in its entirety. The three levels of the fair value hierarchy are as follows:
Level 1: Unadjusted quoted prices in active markets for identical assets or liabilities;
Level 2: Inputs other than quoted prices included within Level 1 that are observable for the asset or liability either directly or indirectly, including quoted prices for similar assets or liabilities in active markets, quoted prices for identical or similar assets or liabilities in markets that are not considered to be active, inputs other than quoted prices that are observable for the asset or liability, and inputs that are derived principally from or corroborated by observable market data by correlation or other means; and
Level 3: Unobservable inputs, including the Trust's assumptions used in determining the fair value of investments, where there is little or no market activity for the asset or liability at the measurement date.
The following summarizes the Trust’s assets accounted for at fair value at December 31, 2025* (amounts in thousands):
Level 1
Level 2
Level 3
Total
Assets
Investments in XRP, at fair value
$
239,758
$
—
$
—
$
239,758
* No comparative period information yet available as the Trust commenced operations on November 19, 2025.
Calculation of Net Asset Value (NAV) and NAV Per-Share
On each business day, as soon as practicable after 4:00 p.m. ET, the NAV of the Trust is obtained by subtracting all accrued fees and other liabilities of the Trust from the fair value of the XRP and other assets held by the Trust. The Bank of New York Mellon (the “Administrator”) computes the NAV per-share by dividing the NAV of the Trust by the number of Shares outstanding on the date the computation is made.
Income Taxes
F- 10
The Trust is classified as a “grantor trust” for U.S. federal income tax purposes. As a result, the Trust itself is not subject to U.S. federal income tax. Instead, the Trust’s income and expenses “flow through” to the shareholders, and the Administrator reports the Trust’s income, gains, losses, and deductions to the Internal Revenue Service on that basis. The Sponsor has analyzed applicable tax laws and regulations and their application to the Trust, and does not believe that there are any uncertain tax positions that require recognition of a tax liability as of December 31, 2025.
The Trust is required to determine whether its tax positions are more likely than not to be sustained on examination by the applicable taxing authority, based on the technical merits of the position. Tax positions not deemed to meet a more likely than not threshold would be recorded as a tax expense in the current year. As of December 31, 2025, the Trust has determined that no provision for income taxes is required and no liability for unrecognized tax benefits has been recorded. The Trust does not expect that its assessment related to unrecognized tax benefits will materially change over the next 12 months. However, the Trust’s conclusions may be subject to review and adjustment at a later date based on factors including, but not limited to, the nexus of income among various tax jurisdictions; compliance with U.S. federal, U.S. state, and tax laws of jurisdictions in which the Trust operates in; and changes in the administrative practices and precedents of the relevant authorities. The Trust is required to analyze all open tax years. Open tax years are those years that are open for examination by the relevant income taxing authority. As of December 31, 2025, all tax years since inception remain open for examination. There were no examinations in progress at period end.
Organizational and Offering Costs
The costs of the Trust’s organization and the initial offering of the Shares are borne directly by the Sponsor. The Trust is not obligated to reimburse the Sponsor.
3. Fair Value of XRP
As of December 31, 2025*, the Trust held a net closing balance of 131,223,200.0749 XRP with a total market value of $ 238,530 based on the XRPUSD_NY price of $ 1.82 used to determine the Trust's NAV. The total market value of the Trust's XRP held was $ 239,758 based on the price of a XRP (Lukka Prime Rate) in the principal market (Coinbase) of $ 1.83 , used to determine the Trust's Principal Market NAV.
The following represents the changes in quantity of XRP and the respective fair value for the period from November 19, 2025 (commencement of operations) through December 31, 2025*:
Quantity of XRP
Fair Value
Beginning balance as of November 19, 2025 (commencement of operations)*
0.0000
$
—
Purchases
72,553,177.4122
148,288
In-Kind Creations
58,670,022.6627
117,382
Change in unrealized appreciation (depreciation) on investment in XRP
—
( 25,912
)
Ending balance as of December 31, 2025
131,223,200.0749
$
239,758
* No comparative period information yet available as the Trust commenced operations on November 19, 2025.
4. Related Party Transactions and Agreements
The Trust pays a Sponsor Fee of 0.34 % per annum of the Trust’s XRP holdings. For the one-month period commencing on November 20, 2025 , the day the Shares were initially listed on the Exchange, the Sponsor waived the entire Sponsor Fee on the first $ 500 million of Trust assets through December 19, 2025.
F- 11
The Sponsor Fee is paid by the Trust to the Sponsor as compensation for services performed under the Trust Agreement and Sponsor Agreement. After the period during which all or a portion of the Sponsor Fee was waived, the Sponsor Fee began accruing daily, and will be payable in XRP monthly in arrears. The Administrator calculates the Sponsor Fee on a daily basis by applying a 0.34 % annualized rate to the Trust’s total XRP holdings, and the amount of XRP payable in respect of each daily accrual shall be determined by reference to the Trust's valuation policy. The NAV of the Trust is reduced each day by the amount of the Sponsor Fee calculated each day. On or about the last day of each month, an amount of XRP will be transferred from the Trust XRP Account to the Sponsor XRP Account equal to the sum of all daily Sponsor Fees accrued for the month in U.S. dollars divided by the fair value price on the last day of the month. The Trust is not responsible for paying any fees or costs associated with the transferring of XRP to the Sponsor. In exchange for the Sponsor Fee, the Sponsor has agreed to assume and pay the normal operating expenses of the Trust, which include the Trustee’s monthly fee and out-of-pocket expenses, the fees of the Trust’s regular service providers (Cash Custodian, XRP Custodian, Prime Execution Agent, Marketing Agent, Transfer Agent and Administrator), exchange listing fees, tax reporting fees, SEC registration fees, printing and mailing costs, audit fees and up to $ 500,000 per annum in ordinary legal fees and expenses. The Sponsor may determine in its sole discretion to assume legal fees and expenses of the Trust in excess of $ 500,000 per annum. The Sponsor also agreed to pay the costs of the Trust’s organization.
The Trust may incur certain extraordinary, non-recurring expenses that are not assumed by the Sponsor, including but not limited to, taxes and governmental charges, any applicable brokerage commissions, financing fees, XRP network fees and similar transaction fees, expenses and costs of any extraordinary services performed by the Sponsor (or any other service provider) on behalf of the Trust to protect the Trust or the Shareholders (including, for example, in connection with any fork of the XRP blockchain, any Incidental Rights and any IR Asset, any indemnification of the Cash Custodian, XRP Custodian, Prime Execution Agent, Transfer Agent, Administrator or other 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 enforcement or investigation matters.
5. Creation and Redemption of Shares
The Trust may either create and redeem Shares in-kind for XRP (“In-Kind Creations” and “In-Kind Redemptions,” respectively) or for cash (“Cash Creations” and “Cash Redemptions,” respectively). When the Trust creates or redeems its Shares, it does so in blocks of 10,000 Shares (each, a “Basket”) based on the quantity of XRP attributable to each Share of the Trust (net of accrued but unpaid expenses and liabilities) multiplied by the number of Shares ( 10,000 ) comprising a Basket (the “Basket Amount”). For an order to purchase (create) a Basket, the purchase shall be in the amount of XRP represented by the Basket Amount (in the case of an In-Kind Creation) or the amount of U.S. dollars needed to purchase the Basket Amount (plus a per-order transaction fee), as calculated by the Administrator (in the case of a Cash Creation). For an order to redeem a Basket, the Sponsor shall either arrange for the Basket Amount of XRP to be distributed in-kind (in the case of an In-Kind Redemption) or sold and the cash proceeds (minus a per-order transaction fee) distributed (in the case of a Cash Redemption).
The Trust only creates and redeems Baskets in transactions with financial firms that are authorized to purchase or redeem Shares with the Trust (each, an “Authorized Participant”). In the case of In-Kind Creations and In-Kind Redemptions, an Authorized Participant or an Authorized Participant’s designee (“Authorized Participant Designee”) deposits XRP directly with the Trust or receives XRP directly from the Trust. Shares initially comprising the same Basket but offered by the Authorized Participants to the public at different times may have different offering prices that depend on various factors, including the supply and demand for Shares, the value of the Trust’s assets, and market conditions at the time of a transaction. Authorized Participants must pay the Transfer Agent a non-refundable fee for each order they place to create or redeem one or more Baskets. The transaction fee may be waived, reduced, increased or otherwise changed by the Sponsor in its sole discretion. Authorized Participants who make deposits with the Trust in exchange for Baskets receive no fees, commissions or other form of compensation or inducement of any kind from either the Trust or the Sponsor, and no such person has any obligation or responsibility to the Sponsor or the Trust to effect any sale or resale of Shares.
Each Authorized Participant is required to be registered as a broker-dealer under the Securities Exchange Act of 1934, as amended, and a member in good standing with FINRA, or exempt from being or otherwise not required to be licensed as a broker-dealer or a member of FINRA, and is qualified to act as a broker or dealer in the states or other jurisdictions where the nature of its business so requires. Certain Authorized Participants may also be regulated under federal and state banking laws and regulations. Each Authorized Participant has its own set of rules and procedures, internal controls and information barriers as it determines is appropriate in light of its own regulatory regime.
F- 12
The Transfer Agent will facilitate the settlement of Shares in response to the placement of creation orders and redemption orders from Authorized Participants. The Trust has entered into the Cash Custody Agreement with BNY Mellon under which BNY Mellon acts as custodian of the Trust’s cash and cash equivalents. The Trust only creates or redeems its Shares at NAV.
Receivable for In-Kind Creations or payable for In-Kind Redemptions, as may be disclosed on the Statement of Assets and Liabilities, represents the value of XRP covered by contractually binding orders for the creation, or redemption of Shares where the XRP has not yet been transferred to or out of the Trust's account.
6. Concentration of Risk
Substantially all the Trust’s assets are holdings of XRP, which creates a concentration risk associated with fluctuations in the price of XRP. Accordingly, a decline in the price of XRP will have an adverse effect on the value of the Shares of the Trust. The trading prices of XRP have experienced extreme volatility in recent periods and may continue to fluctuate significantly. Extreme volatility in the future, including substantial, sustained, or rapid declines in the trading prices of XRP, could have a material adverse effect on the value of the Shares and the Shares could lose all or substantially all of their value. Factors adversely impacting the value of XRP and the Shares may include an increase in the global XRP supply or a decrease in global XRP demand; market conditions of, and overall sentiment towards, the crypto assets and blockchain technology industry; trading activity on crypto asset exchanges, which, in many cases, are largely unregulated or may be subject to manipulation; the adoption of XRP as a medium of exchange, store-of-value or other consumptive asset and the maintenance and development of the open-source software protocol of the XRP network, and their ability to meet user demands; manipulative trading activity on crypto asset exchanges, which, in many cases, are largely unregulated; and forks in the XRP network, among other things.
7. Financial Highlights
Per-Share Performance (for a Share outstanding throughout the period presented)
For the period November 19, 2025 (commencement of operations) through December 31, 2025*
Principal Market NAV per-share, beginning of period
$
22.77
Net investment income (loss) 1
—
Net realized and change in unrealized gain (loss) on investment in XRP
( 2.31
)
Net change in net assets from operations
( 2.31
)
Principal Market NAV per-share, end of period
$
20.46
Total return, at net asset value 2
( 10.14
)
%
Ratios to average net assets
Net investment income (loss)
( 0.12
)
% 3,4
Gross expenses
0.34
% 3,4
Net expenses
0.12
% 3,4
* No comparative period information yet available as the Trust commenced operations on November 19, 2025.
1. Calculated using average shares outstanding.
2. Total return is calculated based on the change in Principal Market NAV during the reporting
period. An individual shareholder’s total return and ratios may vary from the above total return and
ratios based on the timing of share transactions from the Trust. Total return for the period is not annualized.
3. Annualized.
4. For the one-month period starting on November 20, 2025 , the day the Trust began accruing expenses, the Sponsor waived the entire Sponsor Fee on the first $ 500 million of Trust assets through December 19, 2025.
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8. Segment Reporting
An operating segment is defined in FASB Accounting Standards Update 2023-07, Segment Reporting (Topic 280) - Improvements to Reportable Segment Disclosures (“Topic 280”), as a component of a public entity that engages in business activities from which it may recognize revenues and incur expenses, has operating results that are regularly reviewed by the public entity’s Chief Operating Decision Maker (“CODM”) to make decisions about resources to be allocated to the segment and assess its performance, and has discrete financial information available. Selective members of the Executive Management Committee and other senior personnel of the Sponsor act as the Trust’s CODM. The Trust represents a single operating segment, as the CODM monitors the operating results of the Trust as a whole and the Trust’s long-term strategic asset allocation is pre-determined in accordance with the terms of its Trust agreement, based on a defined investment strategy which is executed by the Sponsor. The financial information in the form of the Trust’s assets, total returns, expense ratios and changes in net assets (i.e., changes in net assets resulting from operations, creations and redemptions), which are used by the CODM to assess the segment’s performance versus the Trust’s comparative benchmarks and to make resource allocation decisions for the Trust’s single segment, is consistent with that presented within the Trust’s financial statements. Segment assets are reflected on the accompanying statement of assets and liabilities as “total assets” and significant segment expenses are listed on the accompanying statement of operations.
9. Indemnifications
In the normal course of business, the Trust enters into contracts and agreements that contain a variety of representations and warranties and which provide general indemnifications. The Trust’s maximum exposure under these arrangements is unknown, as this would involve future claims that may be made against the Trust that have not yet occurred. The Trust expects the risk of any future obligation under these indemnifications to be remote.
10. Subsequent Events
The Trust has evaluated subsequent events through March 20, 2026, the date the financial statements were issued,
and has determined that there are no subsequent events that require adjustments to or disclosure in the financial statements.
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Item 9. Changes in and Disagreements With Accountants on Accounting and Financial Disclosure.
None.
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.