What changed in this filing

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Item 7. Management’s Discussion and Analysis

2026-03-12 compared with 2025-03-07 · 191 added, 274 removed, 746 unchanged (38% of the section changed)

13 unchanged sentences

The Trust will not utilize leverage, derivatives or any similar arrangements in seeking to meet its investment objective.

As of December 31,

Number of Shares authorized

Number of Shares outstanding

Number of Shares freely tradable (1)

Number of beneficial holders owning at least 100 Shares (2)

Number of holders of record (2)

(1) Includes the total number of Shares that are not restricted securities as such term is defined under Rule 144.

(2) Includes Cede & Co.

as nominee for DTC for the Shares traded on OTCQX, but not its direct participants.

Therefore, this number does not include the individual holders who have bought/sold Shares on OTCQX or transferred their eligible Shares to their brokerage accounts.

Critical Accounting Policies and Estimates

Investment Transactions and Revenue Recognition

The Trust considers investment transactions to be the receipt of ZEC for Share creations and the delivery of ZEC for Share redemptions or for payment of expenses in ZEC.

The Trust considers investment transactions to be the receipt of ZEC by the Trust in connection with Share creations and the delivery of ZEC by the Trust in connection with Share redemptions or for payment of expenses in ZEC.

At this time, the Trust is not accepting redemption requests from shareholders.

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Financial Highlights for the Years ended December 31, 2025, 2024 and 2023

(All amounts in the following table and the subsequent paragraphs, except Share, per Share, ZEC and price of ZEC amounts, are in thousands)

(All amounts in the following table and the subsequent paragraphs, except Share, ZEC and price of ZEC amounts, are in thousands)

For the Years Ended December 31,

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GAAP based on the Digital Asset Market price of ZEC on the Digital Asset Trading Platform that the Trust considered its principal market, as of 4:00 p.m., New York time, on the valuation date.

Net realized and unrealized gain on investment in ZEC for the year ended December 31, 2024 was $11,248, which includes a realized loss of ($906) on the transfer of ZEC to pay the Sponsor’s Fee, and $12,154 net change in unrealized depreciation on investment in ZEC.

Net realized and unrealized gain on investment in ZEC for the year ended December 31, 2025 was $179,067, which includes a realized gain of $97 on the transfer of ZEC to pay the Sponsor’s Fee, and $178,970 net change in unrealized appreciation/depreciation on investment in ZEC.

Net realized and unrealized gain on investment in ZEC for the year was driven by ZEC price appreciation from $56.12 per ZEC as of December 31, 2024, to $509.35 per ZEC as of December 31, 2025.

Net increase in net assets resulting from operations was $177,767 for the year ended December 31, 2025, which consisted of the net realized and unrealized gain on investment in ZEC, less the Sponsor’s Fee of $1,300.

Net assets increased to $200,441 at December 31, 2025, an 809% increase for the year.

The increase in net assets resulted from the aforementioned ZEC price appreciation and the contribution of approximately 10,637 ZEC with a value of $634 to the Trust in connection with Share creations during the period, partially offset by the withdrawal of approximately 9,839 ZEC to pay the foregoing Sponsor’s Fee.

Net realized and unrealized gain on investment in ZEC for the year was driven by ZEC price appreciation from $27.69 per ZEC as of December 31, 2023, to $56.12 per ZEC as of December 31, 2024.

Net increase in net assets resulting from operations was $10,952 for the year ended December 31, 2024, which consisted of the net realized and unrealized gain on investment in ZEC, less the Sponsor’s Fee of $296.

Net assets increased to $22,040 at December 31, 2024, a 146% increase for the year.

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The decrease in net assets resulted from the aforementioned ZEC price depreciation and the withdrawal of approximately 8,192 ZEC to pay the foregoing Sponsor’s Fee.

Net realized and unrealized loss on investment in ZEC for the year ended December 31, 2022 was ($35,439), which includes a realized loss of ($495) on the transfer of ZEC to pay the Sponsor’s Fee, and ($34,944) net change in unrealized depreciation on investment in ZEC.

Net realized and unrealized loss on investment in ZEC for the year was driven by ZEC price depreciation from $143.21 per ZEC as of December 31, 2021, to $37.80 per ZEC as of December 31, 2022.

Net decrease in net assets resulting from operations was ($36,178) for the year ended December 31, 2022, which consisted of the net realized and unrealized loss on investment in ZEC, plus the Sponsor’s Fee of $739.

Net assets decreased to $12,543 at December 31, 2022, a 74% decrease for the year.

The decrease in net assets resulted from the aforementioned ZEC price depreciation and the withdrawal of approximately 8,400 ZEC to pay the foregoing Sponsor’s Fee.

Cash Resources and Liquidity

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Selected Operating Data

For the Years Ended December 31,

(All ZEC balances are rounded to the nearest whole ZEC)

Opening balance

Sponsor’s Fee, related party

Closing balance

Accrued but unpaid Sponsor’s Fee, related party

Net closing balance

Number of Shares:

Opening balance

Closing balance

As of December 31,

1 unchanged sentence

Principal Market NAV per Share (1)

Index Price (3)

Principal Market NAV (1)

NAV per Share (2)

(1) The Trust performed an assessment of the principal market at December 31, 2024, 2023 and 2022, and identified the principal market as Coinbase.

(2) As of December 31, 2024, 2023 and 2022, the Principal Market NAV per Share was calculated using the fair value of ZEC based on the price provided by Coinbase, the Digital Asset Trading Platform that the Trust considered its principal market, as of 4:00 p.m., New York time, on the valuation date.

Prior to February 23, 2024, Principal Market NAV was referred to as NAV and Principal Market NAV per Share was referred to as NAV per Share.

NAV (Non-GAAP) (2)

(1) The Principal Market NAV and Principal Market NAV per Share are calculated using the fair value of ZEC based on the price provided by the Digital Asset Trading Platform that the Trust considered its principal market, as of 4:00 p.m., New York time, on the valuation date, in accordance with U.S.

(2) The Trust’s NAV per Share is derived from the Index Price as represented by the Index as of 4:00 p.m., New York time, on the valuation date.

The Trust’s NAV per Share is calculated using a non-GAAP methodology where the price is derived from multiple Digital Asset Trading Platforms.

Prior to February 23, 2024, NAV was referred to as Digital Asset Holdings and NAV per Share was referred to as Digital Asset Holdings per Share.

Business—Overview of the ZEC Industry and Market—ZEC Value—The Index and the Index Price” for a description of the Index and the Index Price.

The Digital Asset Trading Platforms included in the Index as of December 31, 2024 were Coinbase, Kraken, Bitfinex and Gemini.

The Digital Asset Trading Platforms included in the Index as of December 31, 2023 were Coinbase, Kraken and Gemini.

The Digital Asset Trading Platforms included in the Index as of December 31, 2022 were Coinbase, Kraken, and Binance.US.

For accounting purposes, the Trust reflects creations and the ZEC receivable with respect to such creations on the date of receipt of a notification of a creation but does not issue Shares until the requisite amount of ZEC is received.

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Subject to receipt of regulatory approval from the SEC and approval by the Sponsor in its sole discretion, the Trust may in the future operate a redemption program.

The Trust currently has no intention of seeking regulatory approval to operate an ongoing redemption program.

As of December 31, 2024, the Trust had a net closing balance with a value of $22,114,265, based on the Index Price (non-GAAP methodology).

As of December 31, 2024, the Trust had a total market value of $22,039,648, based on the Digital Asset Market price of ZEC on the Trust’s principal market (Coinbase).

As of December 31, 2023, the Trust had a net closing balance with a value of $8,977,069, based on the Index Price (non-GAAP methodology).

As of December 31, 2023, the Trust had a total market value of $8,960,889, based on the Digital Asset Market price of ZEC on the Trust’s principal market (Coinbase).

As of December 31, 2022, the Trust had a net closing balance with a value of $12,542,314, based on the Index Price (non-GAAP methodology).

As of December 31, 2022, the Trust had a total market value of $12,542,314, based on the Digital Asset Market price of ZEC on the Trust’s principal market (Coinbase).

Historical NAV and ZEC Prices

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The following table illustrates the movements in the Index Price from January 1, 2021 to December 31, 2025.

During such period, the Index Price has ranged from $18.14 to $365.90, with the straight average being $72.09 through December 31, 2024.

The Sponsor has not observed a material difference between the Index Price and average prices from the Constituent Trading Platforms individually or as a group.

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The following table illustrates the movements in the Digital Asset Market price of ZEC, as reported on the Trust’s principal market, from January 1, 2021 to December 31, 2025.

During such period, the price of ZEC has ranged from $18.13 to $365.90, with the straight average being $72.10 through December 31, 2024:

Digital Asset Market Price

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January 1, 2021 to December 31, 2025

Secondary Market Trading

The Trust’s Shares have been quoted on OTCQX under the symbol “ZCSH” since October 18, 2021.

The price of the Shares as quoted on OTCQX has varied significantly from the NAV per Share.

From October 18, 2021 to December 31, 2024, the maximum premium of the closing price of the Shares quoted on OTCQX over the value of the Trust’s NAV per Share was 240%, the average premium was 72%, the maximum discount of the closing price of the Shares quoted on OTCQX below the value of the Trust’s NAV per Share was 55%, and the average discount was 22%.

The closing price of the Shares, as quoted on OTCQX at 4:00 p.m., New York time, on each business day between October 18, 2021 and December 31, 2024, has been quoted at a discount on 482 days.

As of December 31, 2024, the last business day of the period, the Trust’s Shares were quoted on OTCQX at a premium of 22% to the Trust’s NAV per Share.

The following table sets out the range of high and low closing prices for the Shares as reported by OTCQX, the Trust’s Principal Market NAV per Share calculated in accordance with U.S.

GAAP and the Trust’s NAV per Share for each of the quarters of the prior three years.

Principal Market NAV per

NAV per Share (2)

Principal Market NAV per

NAV per Share (2)

First quarter

Second quarter

Third quarter

Fourth quarter

First quarter

Second quarter

Third quarter

Fourth quarter

First quarter

Second quarter

Third quarter

Fourth quarter

(1) The Principal Market NAV is calculated using the fair value of ZEC based on the price provided by the Digital Asset Market that the Trust considers its principal market, which is Coinbase.

Prior to February 23, 2024, Principal Market NAV was referred to as NAV and Principal Market NAV per Share was referred to as NAV per Share.

Management’s Discussion and Analysis of Financial Condition and Results of Operations—Critical Accounting Policies and Estimates—Principal Market and Fair Value Determination.”

(2) The Trust’s NAV per Share is derived from the Index Price as represented by the Index as of 4:00 p.m., New York time, on the valuation date.

The Index Price is calculated using non-GAAP methodology and is not used in the Trust’s financial statements.

Prior to February 23, 2024, NAV was referred to as Digital Asset Holdings and NAV per Share was referred to as Digital Asset Holdings per Share.

Business—Valuation of ZEC and Determination of NAV.”

The following chart sets out the historical closing prices for the Shares as reported by OTCQX and the Trust’s NAV per Share from October 18, 2021 to December 31, 2025.

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NAV per Share (Non-GAAP) (%)

Recent Developments

On January 1, 2025, Grayscale Investments, LLC (“GSI”) consummated an internal corporate reorganization (the “Reorganization”), pursuant to which Grayscale Investments, LLC, the Sponsor of the Trust prior to the Reorganization, merged with and into Grayscale Operating, LLC (“GSO”), a Delaware limited liability company and a wholly owned indirect subsidiary of DCG, with GSO continuing as the surviving company (the “Merger”).

As a result of the Merger, GSO succeeded by operation of law to all the rights, powers, privileges and franchises and became subject to all of the obligations, liabilities, restrictions and disabilities of GSI, including with respect to the Sponsor Contracts (as defined below), all as provided under the Delaware Limited Liability Company Act.

The Reorganization is not expected to have any material impact on the operations of the Trust.

In connection with the Reorganization, on January 1, 2025, and promptly following the effectiveness of the Merger, GSO assigned certain contracts pertaining to its role as Sponsor (as such term is defined in the Trust Agreement) of the Trust (such contracts, the “Sponsor Contracts”) to Grayscale Investments Sponsors, LLC, a Delaware limited liability company and a wholly owned direct subsidiary of GSO (“GSIS”), whereby GSIS assumed all of the rights and obligations of GSO under the Sponsor Contracts.

Other than the assumption of the Sponsor Contracts by GSIS, the Reorganization does not alter the rights or obligations under any of the Sponsor Contracts.

In connection with the Reorganization, on January 1, 2025, and promptly following the effectiveness of the Merger, GSO and GSIS executed a Certificate of Admission, pursuant to which GSIS was admitted as an additional Sponsor of the Trust under the Trust Agreement, by and among GSO (as successor in interest to GSI), the Trustee, and the shareholders from time to time thereunder, as amended from time to time.

GSIS shall be subject to the rights and obligations of a Sponsor under the Trust Agreement.

On January 3, 2025, GSO voluntarily withdrew as a Sponsor of the Trust pursuant to the terms of the Trust Agreement, and, effective May 3, 2025, GSIS shall be the sole remaining Sponsor of the Trust.

Quantitative and Qualitat ive Disclosures about Market Risk

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As of and prior to December 31, 2024, GSI had a board of directors that was responsible for managing and directing the affairs of the Sponsor.

From and after January 1, 2025, GSO Intermediate Holdings Corporation (“GSOIH”), a Delaware corporation formed in connection with the Reorganization, which is the sole managing member of GSO and an indirect subsidiary of DCG, has a board of directors (each such board of directors, the “Board”).

The Board consists of Mark Shifke, Matthew Kummell, Mr.

Mintzberg, and Mr.

From January 1, 2025 to October 22, 2025, GSO Intermediate Holdings Corporation (“GSOIH”), a Delaware corporation formed in connection with the Reorganization, which was the sole managing member of GSO and an indirect subsidiary of DCG, had a board of directors which was responsible for managing and directing the affairs of the Sponsor.

On October 22, 2025, GSOIH consummated an internal corporate reorganization (the “Management Reorganization”), pursuant to which GSOIH transferred a portion of its common membership units of GSO for Class A shares of Grayscale Investments, Inc.

(“Grayscale Investments”), a Delaware corporation incorporated in connection with the Management Reorganization, and ceded its managing member rights in GSO to Grayscale Investments.

As a result of the Management Reorganization, Grayscale Investments is now the sole managing member of GSO, the sole member of the Sponsor.

From and after October 22, 2025, as a result of the Management Reorganization, DCG Grayscale Holdco, LLC (“DCG Holdco”), the sole stockholder of Grayscale Investments, elected a board of directors (the “Board”) at Grayscale Investments.

As a result of the Management Reorganization, the Board of Grayscale Investments is responsible for managing and directing the affairs of the Sponsor, and consists of Barry Silbert, Mark Shifke, Simon Koster, Peter Mintzberg, and Edward McGee, the same members as the board of directors of GSOIH prior to the Management Reorganization.

Mintzberg and Mr.

McGee also retain the authority granted to them as officers under the limited liability company agreement of the Sponsor.

McGee also retain the authority granted to them as officers of the Sponsor under the limited liability company agreement of the Sponsor.

The Sponsor has an Audit Committee.

The Audit Committee has the responsibility for overseeing the financial reporting process of the Trust, including the risks and controls of that process and such other oversight functions as are typically performed by an audit committee of a public company.

The Audit Committee consists of Mr.

McGee and Hugh Ross, Chief Operating Officer of the Sponsor.

The Sponsor has a code of ethics (the “Code of Ethics”) that applies to its executive officers and agents.

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The Sponsor’s Code of Ethics is intended to be a codification of the business and ethical principles that guide the Sponsor, and to deter wrongdoing, to promote honest and ethical conduct, to avoid conflicts of interest, and to foster compliance with applicable governmental laws, rules and regulations, the prompt internal reporting of violations and accountability for adherence to this code.

During the year ended December 31, 2024, references to the “Sponsor” in this section refer to GSI, and thereafter refer to GSO or GSIS, as applicable.

In connection with the Reorganization, the former Board of GSI was reconstituted at GSOIH.

The members of the Board of GSOIH are the same as the members of the Board of GSI prior to the Reorganization.

Additionally, the former Audit Committee of GSI was reconstituted at GSIS.

The members of the Audit Committee of GSIS are the same as the members of the Audit Committee of GSI prior to the Reorganization.

From and after January 1, 2025, any references to the Board in this section refer to the Board of GSOIH and any references to the Audit Committee in this section refer to the Audit Committee of GSIS.

Mark Shifke, Chairman of the Board

Mark Shifke, 65, is the Chief Financial Officer of DCG and has served as chairman of the Board since January 2024.

Prior to January 1, 2025, references to the “Sponsor” in this section refer to GSI, and thereafter refer to GSO or GSIS, as applicable.

In connection with the Reorganization, the former Board of GSI was reconstituted at GSOIH, and in connection with the Management Reorganization, the former board of GSOIH was reconstituted at Grayscale Investments.

Prior to January 1, 2025, any references to the “Board” refer to the board of directors of Grayscale Investments, LLC, the former sponsor of the Trust.

From January 1, 2025 to October 22, 2025, any references to the “Board” refer to the board of directors of GSOIH.

From and after October 22, 2025, any references to the “Board” refer to the board of directors of Grayscale Investments.

Barry Silbert, Chairman of the Board

Barry Silbert, 49, is the Founder and Chief Executive Officer of DCG and has served as chairman of the Board since August 2025 (previously served as a director and chairman of the Board from February 2020 through December 2023).

Until January 2021, Mr.

Silbert was the Chief Executive Officer of the Sponsor.

A pioneer in blockchain investing, Mr.

Silbert established himself in 2012 as one of the earliest and most active investors in the industry.

Silbert founded DCG in 2015 and today, it is one of the world’s most prolific investors in decentralized technologies, backing over 250 early-stage companies in more than 40 countries.

Silbert founded Yuma, a decentralized AI-focused subsidiary of DCG, where he also serves as CEO.

Yuma invests in, builds, and scales the Bittensor network.

The Sponsor is a consolidated subsidiary of DCG.

DCG also owns Foundry, Fortitude, Luno and Yuma.

DCG also invests directly in digital currencies and other digital assets.

Prior to leading DCG, Mr.

Silbert was the founder and CEO of SecondMarket, a venture-backed technology company that was acquired by Nasdaq.

Silbert has received numerous awards and accolades, including being named “Entrepreneur of the Year” by both Ernst & Young and Crain’s, and being selected to Fortune’s prestigious “40 under 40” list.

Before becoming an entrepreneur, Mr.

Silbert worked as an investment banker.

He graduated with honors from the Goizueta Business School of Emory University.

Mark Shifke, Board Member

Mark Shifke, 66, is the Chief Financial Officer of DCG and has served as a director of the Board since January 2024.

Since March 2021, Mr.

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in Taxation).

Matthew Kummell, Board Member

Matt Kummell, 49, is Senior Vice President of Strategy & Operations at DCG and has served as a director of the Sponsor since January 2024.

In his role at DCG, Mr.

Kummell leads the business’s post-investment efforts, including investment operations and value creation with regard to DCG’s portfolio companies.

Since December 2023, Mr.

Kummell has served as a member of the board of directors of Foundry, a digital asset mining and staking company.

Until November 2023, Mr.

Kummell served on the board of directors of CoinDesk, Inc., a digital media, events and information services company for the crypto asset and blockchain technology community.

Until January 2012, Mr.

Kummell served on the board of directors of Derivix Corporation, a financial services software company.

Prior to joining DCG, Mr.

Kummell was the Head of North America for Citi’s Business Advisory Services team, a strategic consulting practice focused on institutional investor clients in Citi’s Markets division.

Kummell has also held strategic and front-office leadership roles at Citadel, Balyasny Asset Management, and S.A.C.

Capital Advisors, the predecessor to Point 72 Asset Management.

Previously, Mr.

Kummell served as a case team leader at Bain & Company in its Boston headquarters.

Kummell is an Adjunct Professor at the Tuck School of Business at Dartmouth College.

He is a graduate of the University of California, Los Angeles (B.A.) and the Tuck School of Business at Dartmouth College (MBA).

Simon Koster, Board Member

Simon Koster, 44, is the Chief Strategy Officer of DCG and has served as a director of the Board since October 2025.

Koster leads the investment team, managing the portfolio comprised of digital assets, wholly owned subsidiaries, and more than 250 early-stage companies in over 35 nations across the world as of the date of this filing.

Prior to his current role, Mr.

Koster was the CEO of Real Estate at DCG, spearheading both internal and external real estate ventures.

Previously, he served as CEO of The Collective and brings a decade of real estate experience from JDS Development Group, where he was instrumental in the acquisition and development of top-tier residential, hospitality, and mixed-use projects in New York City and Miami.

He is a graduate of Rutgers University (B.S.) and holds a Master’s degree in Engineering from the University of Michigan.

Koster has served on the board of directors of Foundry and Luno since 2023.

He has served as a director of Fortitude since 2024 and as a director of Yuma since 2025.

Each of Foundry, Luno, Fortitude and Yuma are affiliated with the registrant.

Peter Mintzberg, Board Member and Chief Executive Officer

Peter Mintzberg, 56, has been the Chief Executive Officer of the Sponsor and has served as a director of the Sponsor since August 2024.

Peter Mintzberg, 57, has been the Chief Executive Officer of the Sponsor and has served as a director of the Board since August 2024.

Mintzberg joins the Sponsor from Goldman Sachs, where he served as Global Head of Strategy for Asset and Wealth Management.

Prior, he held several global leadership roles in Strategy, M&A, and Investor Relations at BlackRock, Apollo, OppenheimerFunds, and Invesco.

With deep knowledge across a broad base of client types and asset classes, Mintzberg has over two decades of experience developing and executing strategy and innovating to drive growth.

With deep knowledge across a broad base of client types and asset classes, Mr.

Mintzberg has over two decades of experience developing and executing strategy and innovating to drive growth.

Mintzberg started his career working at McKinsey & Co.

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McGee is a Certified Public Accountant licensed in the state of New York.

Hugh Ross, Chief Operating Officer

Hugh Ross, 57, has been the Chief Operating Officer of the Sponsor since February 2021.

Prior to joining the Sponsor, Mr.

Ross served twelve years as Chief Operating Officer of Horizon Kinetics LLC, a New York-based investment manager where he was responsible for the operating infrastructure and various digital asset initiatives.

During the ten years immediately preceding his tenure at Horizon Kinetics, Mr.

Ross was a Vice President with Goldman Sachs & Co.

where he served as Chief Operating Officer of the long-only investment manager research team then-known as Global Manager Strategies (“GMS”), within Goldman Sachs Asset Management (“GSAM”).

Ross also served as a compliance officer for both GSAM and Goldman’s Private Wealth Management business.

Prior to joining Goldman Sachs, Mr.

Ross worked as an in-house counsel for a transfer agent and started his career as a securities industry attorney representing broker-dealers and investment advisers.

Ross is a graduate of the Goizueta Business School at Emory University (B.B.A.) and New York Law School (J.D.).

Executi ve Compensation

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The Trust does not have any directors, officers or employees.

The following table sets forth certain information with respect to the beneficial ownership of the Shares for (i) each person that, to the Sponsor’s knowledge based on the records of the Transfer Agent and other ownership information provided to the Sponsor, owns beneficially a significant portion of the Shares;

and other ownership information provided to the Sponsor, owns beneficially a significant portion of the Shares;

(ii) each director and executive officer of the Sponsor individually;

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Directors & Executive Officers of the Sponsor:

Matthew Kummell

Barry Silbert (5)

Peter Mintzberg

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(1) Includes 298,053 Shares held by Digital Currency Group, Inc., 221,465 Shares held by DCG International Investments Ltd., a wholly owned subsidiary of Digital Currency Group, Inc., and 1,155 Shares held by Grayscale Securities, LLC, the Authorized Participant of the Trust and a wholly owned subsidiary of Digital Currency Group, Inc.

(2) Barry Silbert is the Chief Executive Officer of DCG and in such capacity may be deemed to have voting and dispositive power over the securities held, directly or indirectly, by such entity.

(3) On March 2, 2022, the Board approved the purchase by DCG, the indirect parent company of the Sponsor, of up to $10 million worth of Shares of the Trust.

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Under the Trust Agreement, all management functions of the Trust have been delegated to and are conducted by the Sponsor, its agents and its affiliates.

(5) Does not include Shares beneficially owned through DCG.

* Represents beneficial ownership of less than 1%.

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Digital Currency Group, Inc.

DCG is (i) the sole equity holder and indirect parent company of the Sponsor, (ii) the indirect parent company of Grayscale Securities, the only acting Authorized Participant as of the date of this Annual Report, and (iii) a minority interest holder in Kraken, one of the Digital Asset Trading Platforms included in the Index, representing less than 1.0% of its equity.

DCG is (i) the indirect parent company of the Sponsor, (ii) the indirect parent company of Grayscale Securities, the only acting Authorized Participant as of the date of this Annual Report, and (iii) a minority interest holder in Kraken, one of the Digital Asset Trading Platforms included in the Index, representing less than 1.0% of its equity.

DCG has investments in a large number of digital assets and companies involved in the digital asset ecosystem, including trading platforms and custodians.

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Principal Accou ntant Fees and Services

Fees for services performed by KPMG LLP (“KPMG”), for the year ended December 31, 2024, and Marcum LLP (“Marcum”), for the year ended December 31, 2023.

Fees for services performed by KPMG LLP (“KPMG”), for the years ended December 31, 2025, and 2024.

Years Ended December 31,

In the table above, in accordance with the SEC’s definitions and rules, Audit Fees are fees paid to KPMG, and previously Marcum, for professional services for the audit of the Trust’s financial statements included in the annual report on Form 10-K and review of financial statements included in the quarterly reports on Form 10-Q, and for services that are normally provided by the accountants in connection with regulatory filings or engagements.

In the table above, in accordance with the SEC’s definitions and rules, Audit Fees are fees paid to KPMG for professional services for the audit of the Trust’s financial statements included in the annual report on Form 10-K and review of financial statements included in the quarterly reports on Form 10-Q, and for services that are normally provided by the accountants in connection with regulatory filings or engagements.

Pre-Approved Policies and Procedures

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Such determinations, including for the fiscal year ended December 31, 2025, are made by the Sponsor’s Board of Directors and Audit Committee.

From and after January 1, 2025, such determinations are made by the Board of Directors of GSOIH and the Audit Committee of GSIS.

Prior to January 1, 2025, “Board” refers to the board of directors of Grayscale Investments, LLC, the former Sponsor of the Trust.

From January 1, 2025, to October 22, 2025, “Board” refers to the board of directors of GSOIH.

From and after October 22, 2025, “Board” refers to the board of directors of Grayscale Investments.

Exhibits and Fina ncial Statements Schedules

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Exhibit Description

Amended and Restated Declaration of Trust and Trust Agreement (incorporated by reference to Exhibit 4.1 of the Registration Statement on Form 10 filed by the Registrant on May 5, 2022).

Amendment No.

1 to the Amended and Restated Declaration of Trust and Trust Agreement (incorporated by reference to Exhibit 4.2 of the Registration Statement on Form 10 filed by the Registrant on May 5, 2022).

Amendment No.

2 to the Amended and Restated Declaration of Trust and Trust Agreement (incorporated by reference to Exhibit 4.3 of the Registration Statement on Form 10 filed by the Registrant on June 29, 2022).

Amendment No.

3 to the 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 March 25, 2024).

Certificate of Amendment to Certificate of Trust (attached as Exhibit A to Amendment No.

1 to the Amended and Restated Declaration of Trust and Trust Agreement).

Participant Agreement, dated October 3, 2022, between the Sponsor and Grayscale Securities, LLC, as an Authorized Participant (incorporated by reference to Exhibit 4.1 of the current report on Form 8-K filed by the Registrant on October 3, 2022).

Description of Registrant’s Securities (incorporated by reference to Exhibit 4.6 of the Annual Report on Form 10-K filed by the Registrant on March 1, 2023).

Certificate of Trust.

Certificate of Amendment to Certificate of Trust.

Second Amended and Restated Declaration of Trust and Trust Agreement (incorporated by reference to Exhibit 4.1 of the Form 8-K filed by the Registrant on March 10, 2026).

Participant Agreement, dated October 3, 2022, between the Sponsor and Grayscale Securities, LLC, as an Authorized Participant (incorporated by reference to Exhibit 4.1 of the Form 8-K filed by the Registrant on October 3, 2022).

Description of Registrant’s Securities.

Amended and Restated Custodian Agreement, dated June 29, 2022, between the Sponsor and the Custodian (incorporated by reference to Exhibit 10.1 of the Quarterly Report on Form 10-Q filed by the Registrant on August 5, 2022).

Distribution and Marketing Agreement, dated October 3, 2022, between the Sponsor and Grayscale Securities, LLC (incorporated by reference to Exhibit 10.1 of the current report on Form 8-K filed by the Registrant on October 3, 2022).

Distribution and Marketing Agreement, dated October 3, 2022, between the Sponsor and Grayscale Securities, LLC (incorporated by reference to Exhibit 10.1 of the Form 8-K filed by the Registrant on October 3, 2022).

Index License Agreement, dated February 1, 2022, between the Sponsor and the Index Provider (incorporated by reference to Exhibit 10.3 of the Registration Statement on Form 10 filed by the Registrant on May 5, 2022).

Amendment No.

1 to the Index License Agreement, dated June 20, 2023, between the Sponsor and Index Provider (incorporated by reference to Exhibit 10.1 of the current report on Form 8-K filed by the Registrant on June 23, 2023).

1 to the Index License Agreement, dated June 20, 2023, between the Sponsor and Index Provider (incorporated by reference to Exhibit 10.1 of the Form 8-K filed by the Registrant on June 23, 2023).

Amendment No.

6 to the Index License Agreement, dated March 1, 2025, between the Sponsor and Index Provider.

6 to the Index License Agreement, dated March 1, 2025, between the Sponsor and Index Provider (incorporated by reference to Exhibit 10.5 of the Annual Report on Form 10-K filed by the Registrant on March 7, 2025).

Transfer Agency and Service Agreement (incorporated by reference to Exhibit 10.4 of the Registration Statement on Form 10 filed by the Registrant on May 5, 2022).

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Coinbase Assignment Agreement (incorporated by reference to Exhibit 10.2 of the current report on Form 8-K filed by the Registrant on January 3, 2025).

Master Services Agreement, dated August 6, 2020, between Sponsor and the Secondary Index Provider.

Certification by Principal Executive Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

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“ Blockchain ”—The public transaction ledger of the Zcash Network on which transactions in ZEC are recorded.

“ Board ”—Board of directors of Grayscale Investments, Inc., which, as of October 22, 2025, and pursuant to the Management Reorganization, manages and directs the affairs of the Sponsor.

Prior to January 1, 2025, any references to the “Board” refer to the board of directors of Grayscale Investments, LLC, the former Sponsor of the Trust.

From January 1, 2025, to October 22, 2025, any references to the “Board” refer to the board of directors of GSOIH.

From and after October 22, 2025, any references to the “Board” refer to the board of directors of Grayscale Investments.

“ CDI ”—CoinDesk Indices, Inc., with its affiliates, including CC Data Limited.

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Commodity Futures Trading Commission, an independent agency with the mandate to regulate commodity futures and option markets in the United States.

“ CME ”—The Chicago Mercantile Exchange.

“ Code ”—The U.S.

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Business—Description of the Trust Agreement—The Sponsor—Liability of the Sponsor and Indemnification.”

“ Creation Basket ”—Basket of Shares issued by the Trust in exchange for deposits of the Basket Amount required for each such Creation Basket.

“ Creation Basket ”—Basket of Shares issued by the Trust upon deposit of the Basket Amount required for each such Creation Basket.

“ Creation Time ”—With respect to the creation of any Shares by the Trust, the time at which the Trust creates such Shares.

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“ DCG ”—Digital Currency Group, Inc.

“ DCG Holdco ”—DCG Grayscale Holdco, LLC.

“ Digital Asset Account ”—A segregated custody account controlled and secured by the Custodian to store private keys, which allow for the transfer of ownership or control of the Trust’s ZEC on the Trust’s behalf.

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DTC will act as the securities depository for the Shares.

“ ERISA ”—The Employee Retirement Income Security Act of 1974, as amended.

“ Exchange Act ”—The Securities Exchange Act of 1934, as amended.

6 unchanged sentences

“ Genesis ”—Genesis Global Trading, Inc., a wholly owned subsidiary of Digital Currency Group, Inc.

“ Grayscale Securities ”—Grayscale Securities, LLC, a wholly owned subsidiary of the Sponsor, which as of the date of this Annual Report, is the only acting Authorized Participant.

“ Grayscale Investments ”—Grayscale Investments, Inc., a Delaware corporation and a consolidated subsidiary of DCG.

“ Grayscale Securities ”—Grayscale Securities, LLC, a consolidated subsidiary of Grayscale Operating, LLC, which as of the date of this Annual Report, is the only acting Authorized Participant.

“ GSI ”—Grayscale Investments, LLC, the Sponsor of the Trust, until December 31, 2024.

“ GSIS ”—Grayscale Investments Sponsors, LLC, a Delaware limited liability company, the Sponsor of the Trust from and after January 1, 2025 and a wholly owned direct subsidiary of Grayscale Operating, LLC.

“ GSO ”—Grayscale Operating, LLC, a Delaware limited liability company and a wholly owned indirect subsidiary of Digital Currency Group, Inc.

“ GSOIH ”—GSO Intermediate Holdings Corporation, a Delaware corporation formed in connection with the Reorganization which is the sole managing member of GSO, and an indirect subsidiary of DCG.

“ GSIS ”—Grayscale Investments Sponsors, LLC, a Delaware limited liability company and a consolidated subsidiary of Grayscale Operating, LLC.

“ GSO ”—Grayscale Operating, LLC, a Delaware limited liability company and a consolidated subsidiary of DCG.

“ GSOIH ”—GSO Intermediate Holdings Corporation, a Delaware corporation and a consolidated subsidiary of DCG.

“ ICE ”—Intercontinental Exchange.

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“ IR Virtual Currency ”—Any virtual currency tokens, or other asset or right, acquired by the Trust through the exercise (subject to the applicable provisions of the Trust Agreement) of any Incidental Right.

“ IRAs ”—Individual retirement accounts.

“ IRS ”—The U.S.

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“ Liquidity Provider ”—A service provider that facilitates the purchase of ZEC in connection with the creation of Baskets.

“ Management Reorganization ”—An internal corporate reorganization consummated on October 22, 2025.

As a result of the Management Reorganization, Grayscale Investments is now the sole managing member of GSO, the sole member of the Sponsor, and the Board of Grayscale Investments is responsible for managing and directing the affairs of the Sponsor.

“ Marketing Fee ”—Fee payable to the marketer for services it provides to the Trust, which the Sponsor will pay to the marketer as a Sponsor-paid Expense.

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Business—Valuation of ZEC and Determination of NAV.” For purposes of the Trust Agreement, the term ZEC Holdings Fee Basis Amount shall mean the NAV Fee Basis Amount as defined herein.

“ Non-ERISA Arrangements ”—Government plans, non-U.S.

plans and certain church plans, which are not subject to the fiduciary responsibility or prohibited transaction provisions of ERISA or Section 4975 of the Code, but may be subject to similar rules under Similar Laws.

“ NYSE Arca ”—NYSE Arca, Inc.

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“ Participant Agreement ”—An agreement entered into by an Authorized Participant with the Sponsor that provides the procedures for the creation of Baskets and for the delivery of ZEC required for Creation Baskets.

“ Plans ”—Employee benefit plans and certain other plans and arrangements, including IRAs and annuities, Keogh plans, and certain collective investment funds or insurance company general or separate accounts in which such plans or arrangements are invested, that are subject to ERISA and/or the Section 4975 of the Code.

“ Pre-Creation Abandonment ”—The abandonment by the Trust, irrevocably for no direct or indirect consideration, all Incidental Rights and IR Virtual Currency to which the Trust would otherwise be entitled, effective immediately prior to a Creation Time for the Trust.

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“ Secondary Index Price ”—The price set by Coin Metrics Real-Time Rate as of 4:00 p.m., New York time, on the valuation date.

Business—Overview of the ZEC Industry and Market—ZEC Value—The Index and the Index Price—Determination of the Index Price When Index Price is Unavailable” for a description of how the Secondary Index Price is utilized when the Index Price is unavailable.

Business—Overview of the ZEC Industry and Market—ZEC Value—The Index and the Index Price—Determination of

the Index Price When Index Price is Unavailable” for a description of how the Secondary Index Price is utilized when the Index Price is unavailable.

“ Secondary Index Provider ”—Coin Metrics Inc., a Delaware corporation that publishes the Secondary Index.

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Holder immediately prior to such sale or other disposition.

“ Similar Laws ”—Rules under other federal, state, local, non-U.S.

or other applicable law that are similar to ERISA or Section 4975 of the Code.

“ SIPC ”—The Securities Investor Protection Corporation.

“ Sponsor ” or “ Co-Sponsor ”—The sponsor of the Trust.

Grayscale Investments, LLC was the sponsor of the Trust before January 1, 2025, Grayscale Operating, LLC is a co-sponsor of the Trust from January 1, 2025 to May 3, 2025, and Grayscale Investments Sponsors, LLC is a co-sponsor of the Trust from January 1, 2025 to May 3, 2025 and will be the sole remaining sponsor thereafter.

Grayscale Investments, LLC was the sponsor of the Trust before January 1, 2025, Grayscale Operating, LLC was a co-sponsor of the Trust from January 1, 2025 to May 3, 2025, and Grayscale Investments Sponsors, LLC was a co-sponsor of the Trust from January 1, 2025 to May 3, 2025 and became the sole remaining sponsor thereafter.

“ Sponsor Contracts ”—Certain contracts assigned by GSO pertaining to its role as Sponsor (as such term is defined in the Trust Agreement) of the Trust to GSIS in connection with the Reorganization.

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“ Trust ”—Grayscale Zcash Trust (ZEC), a Delaware statutory trust, formed on October 26, 2018 under the DSTA and pursuant to the Trust Agreement.

“ Trust Agreement ”—The Amended and Restated Declaration of Trust and Trust Agreement between the Trustee and the Sponsor establishing and governing the operations of the Trust, as amended by Amendments No.

3 thereto and as the same may be further amended from time to time.

“ Trust Agreement ”—The Second Amended and Restated Declaration of Trust and Trust Agreement, dated as of March 9, 2026, between the Trustee and the Sponsor establishing and governing the operations of the Trust, as may be further amended from time to time.

“ Trustee ”—CSC Delaware Trust Company (formerly known as Delaware Trust Company), a Delaware trust company, is the Delaware trustee of the Trust.

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Member of the Board of Directors and Chief Financial Officer (Principal Financial and Accounting Officer)*

/s/ Mark Shifke

/s/ Barry Silbert

Barry Silbert

Chairman of the Board of Directors

/s/ Matthew Kummell

Matthew Kummell

/s/ Mark Shifke

Member of the Board of Directors

/s/ Simon Koster

Member of the Board of Directors

March 12, 2026

* The Registrant is a trust and the persons are signing in their capacities as officers of Grayscale Operating, LLC, the sole member of Grayscale Investments Sponsors, LLC, the Sponsor of the Registrant, or directors of GSO Intermediate Holdings Corporation, the sole managing member of Grayscale Operating, LLC, as applicable.

* The Registrant is a trust and the persons are signing in their capacities as officers of Grayscale Investments Sponsors, LLC, the Sponsor of the Registrant, or directors of Grayscale Investments, Inc., the sole managing member of Grayscale Operating, LLC, the sole member of Grayscale Investments Sponsors, LLC, as applicable.

INDEX TO FINANCIAL STATEMENTS

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Opinion on the Financial Statements

We have audited the accompanying statement of assets and liabilities of Grayscale Zcash Trust (ZEC) (the Trust), including the schedule of investment, as of December 31, 2024, the related statements of operations, and changes in net assets for the year then ended, 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, 2024, and the results of its operations and the changes in its net assets for the year then ended, in conformity with U.S.

We have audited the accompanying statements of assets and liabilities, including the schedules of investment of Grayscale Zcash Trust (ZEC) (the Trust) as of December 31, 2025 and December 31, 2024, the related statements of operations and changes in net assets for the years then ended 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 and December 31, 2024, and the results of its operations and the changes in its net assets for the years then ended, in conformity with U.S.

generally accepted accounting principles.

1 unchanged sentence

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.

Our responsibility is to express an opinion on these financial statements based on our audits.

We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Trust in accordance with the U.S.

federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audit in accordance with the standards of the PCAOB.

We conducted our audits in accordance with the standards of the PCAOB.

Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud.

The Trust is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting.

As part of our audit, we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Trust’s internal control over financial reporting.

As part of our audits, we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Trust’s internal control over financial reporting.

Accordingly, we express no such opinion.

Our 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.

Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks.

Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements.

Our 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.

Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements.

We believe that our audits provide a reasonable basis for our opinion.

We have served as the Trust’s auditor since 2024.

5 unchanged sentences

Opinion on the Financial Statements

We have audited the accompanying statements of assets and liabilities, including the schedule of investment, of Grayscale Zcash Trust (ZEC) (the “Trust”) as of December 31, 2023, and the related statements of operations and changes in net assets for each of the years in the two-year period ended December 31, 2023, and the related notes (collectively referred to as the “financial statements”).

In our opinion, the financial statements present fairly, in all material respects, the financial position of the Trust as of December 31, 2023, and the results of its operations for each of the years in the two-year period ended December 31, 2023, in conformity with accounting principles generally accepted in the United States of America.

We have audited the statements of operations and changes in net assets of Grayscale Zcash Trust (ZEC) (the “Trust”) for the year ended December 31, 2023, and the related notes (collectively referred to as the “financial statements”).

In our opinion, the financial statements present fairly, in all material respects, the results of its operations for the year ended December 31, 2023, in conformity with accounting principles generally accepted in the United States of America.

Basis for Opinion

These financial statements are the responsibility of the management of the Trust’s Sponsor, Grayscale Investments, LLC.

Our responsibility is to express an opinion on the Trust’s financial statements based on our audits.

These financial statements are the responsibility of the management of the Trust’s Sponsor, Grayscale Investments Sponsors, LLC.

Our responsibility is to express an opinion on the Trust’s financial statements based on our audit.

We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) ("PCAOB") and are required to be independent with respect to the Trust in accordance with the U.S.

federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audits in accordance with the standards of the PCAOB.

We conducted our audit in accordance with the standards of the PCAOB.

Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud.

The Trust is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting.

As part of our audits, we are required to obtain an understanding of internal control over financial reporting, but not for the purpose of expressing an opinion on the effectiveness of the Trust’s internal control over financial reporting.

As part of our audit, we are required to obtain an understanding of internal control over financial reporting, but not for the purpose of expressing an opinion on the effectiveness of the Trust's internal control over financial reporting.

Accordingly, we express no such opinion.

Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements.

Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements.

We believe that our audits provide a reasonable basis for our opinion.

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.

Emphasis of Matter - Investment in ZEC

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Shares issued and outstanding, no par value ( unlimited Shares authorized)

Principal market net asset value per Share

Principal Market NAV per Share

See accompanying notes to financial statements.

6 unchanged sentences

393,522.33134026

Total Investment

December 31, 2024

2 unchanged sentences

392,723.58934327

Total Investment

See accompanying notes to financial statements.

8 unchanged sentences

Net realized and unrealized gain (loss) from:

Net realized loss on investment in ZEC

Net change in unrealized depreciation on investment in ZEC

Net realized gain (loss) on investment in ZEC

Net change in unrealized appreciation/depreciation on investment in ZEC

Net realized and unrealized gain (loss) on investment

7 unchanged sentences

Net investment loss

Net realized loss on investment in ZEC

Net change in unrealized depreciation on investment in ZEC

Net realized gain (loss) on investment in ZEC

Net change in unrealized appreciation/depreciation on investment in ZEC

Net increase (decrease) in net assets resulting from operations

Increase in net assets from capital share transactions:

Increase (decrease) in net assets from capital share transactions:

Shares issued

12 unchanged sentences

In general, the Trust holds Zcash (“ZEC”) and, from time to time, issues common units of fractional undivided beneficial interest (“Shares”) (in minimum baskets of 100 Shares, referred to as “Baskets”) in exchange for ZEC.

The redemption of Shares is not currently contemplated and the Trust does not currently operate a redemption program.

As of December 31, 2025, the Trust did not operate a redemption program.

Subject to receipt of regulatory approval and approval by the Sponsor in its sole discretion, the Trust may in the future operate a redemption program.

The Trust currently has no intention of seeking regulatory approval to operate an ongoing redemption program.

The Trust’s investment objective is for the value of the Shares (based on ZEC per Share) to reflect the value of the ZEC held by the Trust, less the Trust’s expenses and other liabilities.

The Trust may also receive Incidental Rights and/or IR Virtual Currency as a result of the Trust’s investment in ZEC, in accordance with the terms of the Trust Agreement.

Incidental Rights are rights to claim, or otherwise establish dominion and control over, any virtual currency or other asset or right, which rights are incident to the Trust’s ownership of ZEC and arise without any action of the Trust, or of the Sponsor or Trustee on behalf of the Trust;

IR Virtual Currency is any virtual currency tokens, or other asset or right, received by the Trust through the exercise (subject to the applicable provisions of the Trust Agreement) of any Incidental Right.

As of December 31, 2024, Grayscale Investments, LLC (“Grayscale” or the “Sponsor”) acted as the Sponsor of the Trust and was a wholly owned subsidiary of Digital Currency Group, Inc.

Grayscale Investments, LLC (“GSI”) was the sponsor of the Trust before January 1, 2025, Grayscale Operating, LLC (“GSO”) was the co-sponsor of the Trust from January 1, 2025 to May 3, 2025, and Grayscale Investments Sponsors, LLC (“GSIS,” or the “Sponsor”) was the co-sponsor of the Trust from January 1, 2025 to May 3, 2025 and is the sole remaining sponsor thereafter.

GSI was, and each of GSO and GSIS are, a consolidated subsidiary of Digital Currency Group, Inc.

The Sponsor is responsible for the day-to-day administration of the Trust pursuant to the provisions of the Trust Agreement.

Grayscale is responsible for preparing and providing annual and quarterly reports on behalf of the Trust to investors and is also responsible for selecting and monitoring the Trust’s service providers.

As partial consideration for the Sponsor’s services, the Trust pays Grayscale a Sponsor’s Fee as discussed in Note 6.

The Sponsor also acts as the sponsor and manager of other investment products including Grayscale Aave Trust (AAVE), Grayscale Avalanche Trust (AVAX), Grayscale Basic Attention Token Trust (BAT) (OTCQX:

GBAT), Grayscale Bitcoin Trust ETF (NYSE Arca:

GBTC), Grayscale Bitcoin Cash Trust (BCH) (OTCQX:

BCHG), Grayscale Bitcoin Mini Trust ETF (NYSE Arca:

BTC), Grayscale Bittensor Trust (TAO), Grayscale Chainlink Trust (LINK) (OTCQX:

GLNK), Grayscale Decentraland Trust (MANA) (OTCQX:

MANA), Grayscale Dogecoin Trust (DOGE), Grayscale Ethereum Trust ETF (NYSE Arca:

ETHE), Grayscale Ethereum Classic Trust (ETC) (OTCQX:

ETCG), Grayscale Ethereum Mini Trust ETF (NYSE Arca:

ETH), Grayscale Filecoin Trust (FIL) (OTC Markets:

FILG), Grayscale Horizen Trust (ZEN) (OTCQX:

HZEN), Grayscale Lido DAO Trust (LDO), Grayscale Litecoin Trust (LTC) (OTCQX:

LTCN), Grayscale Livepeer Trust (LPT) (OTCQX:

GLIV), Grayscale MakerDao Trust (MKR), Grayscale NEAR Trust (NEAR), Grayscale Optimism Trust (OP), Grayscale Pyth Trust (PYTH), Grayscale Solana Trust (SOL) (OTCQX:

GSOL), Grayscale Stacks Trust (STX), Grayscale Stellar Lumens Trust (XLM) (OTCQX:

GXLM), Grayscale Sui Trust (SUI), Grayscale XRP Trust, Grayscale Zcash Trust (ZEC) (OTCQX:

ZCSH), Grayscale Decentralized AI Fund LLC, Grayscale Decentralized Finance (DeFi) Fund LLC (OTCQB:

DEFG), Grayscale Digital Large Cap Fund LLC (OTCQX:

GDLC), and Grayscale Smart Contract Platform Ex Ethereum (ETH) Fund LLC, each of which is an affiliate of the Trust.

The following investment products sponsored or managed by the Sponsor are also SEC reporting companies with their shares registered pursuant to Section 12(g) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”):

Grayscale Bitcoin Cash Trust (BCH), Grayscale Ethereum Classic Trust (ETC), Grayscale Horizen Trust (ZEN), Grayscale Litecoin Trust (LTC), Grayscale Stellar Lumens Trust (XLM), and Grayscale Digital Large Cap Fund LLC.

The following investment products sponsored by the Sponsor are also SEC reporting companies with their shares registered pursuant to Section 12(b) of the Exchange Act:

Grayscale Bitcoin Trust ETF, Grayscale Ethereum Trust ETF, Grayscale Bitcoin Mini Trust ETF, and Grayscale Ethereum Mini Trust ETF.

The Sponsor is responsible for preparing and providing annual and quarterly reports on behalf of the Trust to investors and is also responsible for selecting and monitoring the Trust’s service providers.

As partial consideration for the Sponsor’s services, the Trust pays the Sponsor a Sponsor’s Fee as discussed in Note 6.

The Sponsor also acts as the sponsor and manager of other single-asset and diversified investment products, each of which is an affiliate of the Trust.

Information related to the affiliated investment products can be found on the Sponsor’s website at grayscale.com/resources/regulatory-filings.

Any information contained on or linked from such website is not part of nor incorporated by reference into these audited financial statements.

Several of the affiliated investment products are also SEC reporting companies with their shares registered pursuant to Section 12(g) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”).

following affiliated investment products are SEC reporting companies with their shares registered pursuant to Section 12(b) of the Exchange Act:

Grayscale Bitcoin Trust ETF, Grayscale Ethereum Staking ETF, Grayscale Ethereum Staking Mini ETF, Grayscale Bitcoin Mini Trust ETF, Grayscale CoinDesk Crypto 5 ETF, Grayscale Solana Staking ETF, Grayscale XRP Trust ETF, Grayscale Dogecoin Trust ETF, Grayscale Chainlink Trust ETF and, as of February 18, 2026, Grayscale Sui Staking ETF.

Authorized Participants of the Trust are the only entities who may place orders to create or, if permitted, redeem Baskets.

2 unchanged sentences

Liquidity Providers who are unaffiliated with the Trust may be engaged from time to time and at any time.

Genesis Global Trading, Inc.

(“Genesis”), a wholly owned subsidiary of DCG, served as a Liquidity Provider from October 3, 2022 to September 12, 2023.

The custodian of the Trust is Coinbase Custody Trust Company, LLC (the “Custodian”), a third-party service provider.

4 unchanged sentences

The Trust’s trading symbol on OTCQX is “ZCSH” and the CUSIP number for its Shares is 38963R105.

The Trust may also receive Incidental Rights and/or IR Virtual Currency as a result of the Trust’s investment in ZEC, in accordance with the terms of the Trust Agreement.

Summary of Significant Accounting Policies

9 unchanged sentences

Since its inception, the Trust has not held cash or cash equivalents.

The Sponsor will determine the Trust’s net asset value (“NAV”) on each business day as of 4:00 p.m., New York time, or as soon thereafter as practicable.

Principal Market and Fair Value Determination

16 unchanged sentences

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 ZEC received by the Trust in connection with a creation order is recorded by the Trust at the fair value of ZEC at 4:00 p.m., New York time, on the creation date for financial reporting purposes.

The cost basis of the ZEC received by the Trust in connection with a creation order is recorded by the Trust at the fair value of ZEC 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.

24 unchanged sentences

Investment in ZEC

Recently Adopted Accounting Pronouncements

In December 2023, the FASB issued Accounting Standards Update (“ASU”) 2023-08, Intangibles—Goodwill and Other—Crypto Assets (Subtopic 350-60):

Accounting for and Disclosure of Crypto Assets (“ASU 2023-08”).

ASU 2023-08 is intended to improve the accounting for certain crypto assets by requiring an entity to measure those crypto assets at fair value each reporting period with changes in fair value recognized in net income.

The amendments also improve the information provided to investors about an entity’s crypto asset holdings by requiring disclosure about significant holdings, contractual sale restrictions, and changes during the reporting period.

ASU 2023-08 is effective for annual and interim reporting periods beginning after December 15, 2024.

Early adoption is permitted for both interim and annual financial statements that have not yet been issued.

The Trust adopted this new guidance on January 1, 2024 , with no material impact on its financial statements and disclosures as the Trust historically used fair value as its method of accounting for ZEC in accordance with its classification as an investment company for accounting purposes.

In this reporting period, the Trust adopted FASB Accounting Standards Update 2023-07, Segment Reporting (Topic 280) —Improvements to Reportable Segment Disclosures (“ASU 2023-07”).

Adoption of the new standard impacted financial statement disclosures only and did not affect the Trust’s financial position or the results of its operations.

Operating segments are defined as components of an enterprise that engage in business activities for which discrete financial information is available and regularly reviewed by the chief operating decision maker (“CODM”) in deciding how to allocate resources and to assess performance.

The Chief Executive Officer and Chief Financial Officer of the Sponsor act as the Trust’s CODM.

Segment Reporting

The Chief Executive Officer and Chief Financial Officer of the Sponsor act as the Trust’s chief operating decision maker (“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 passive investment objective is pre-determined in accordance with the terms of the Trust Agreement.

12 unchanged sentences

( 8,192.62714311

Net change in unrealized depreciation on investment in ZEC

Net change in unrealized appreciation/depreciation on investment in ZEC

Net realized loss on investment in ZEC

2 unchanged sentences

ZEC contributed

78,192.38923032

ZEC distributed for Sponsor’s Fee, related party

( 9,083.41751442

Net change in unrealized depreciation on investment in ZEC

Net change in unrealized appreciation/depreciation on investment in ZEC

Net realized loss on investment in ZEC

5 unchanged sentences

( 9,838.46932611

Net change in unrealized depreciation on investment in ZEC

Net realized loss on investment in ZEC

Net change in unrealized appreciation/depreciation on investment in ZEC

Net realized gain on investment in ZEC

Balance at December 31, 2025

13 unchanged sentences

Subject to receipt of regulatory approval and approval by the Sponsor in its sole discretion, the Trust may in the future operate a redemption program.

The Trust currently has no intention of seeking regulatory approval to operate an ongoing redemption program.

The Sponsor takes the position that the Trust is properly treated as a grantor trust for U.S.

15 unchanged sentences

In accordance with U.S.

GAAP, the Trust has defined the threshold for recognizing the benefits of tax return positions in the financial statements as “more-likely-than-not” to be sustained by the applicable taxing authority and requires measurement of a tax position meeting the “more-likely-than-not” threshold, based on the largest benefit that is more than 50 % likely to be realized.

Tax positions not deemed to meet the “more-likely-than-not” threshold are recorded as a tax benefit or expense in the current period.

GAAP, the Trust has defined the threshold for recognizing the benefits of tax positions in the financial statements as “more-likely-than-not” to be sustained by the applicable taxing authority and requires measurement of a tax position meeting the “more-likely-than-not” threshold, based on the largest benefit that is more than 50 % likely to be realized.

Tax positions deemed to meet the “more-likely-than-not” threshold are recorded as a tax benefit in the current period.

As of and during the years ended December 31, 2025, 2024, and 2023 , the Trust did no t have a liability for any unrecognized tax amounts.

3 unchanged sentences

The Trust considered the following entities, their directors, and certain employees to be related parties of the Trust as of December 31, 2025:

DCG, Grayscale, and Grayscale Securities.

DCG, GSO, GSIS, and Grayscale Securities.

As of December 31, 2025 and 2024, 713,306 and 741,843 , Shares of the Trust were held by related parties of the Trust, respectively.

Genesis Global Trading, Inc.

filed a certificate of dissolution in August 2024, and has therefore been removed from the list of related parties.

On January 1, 2025, GSI consummated an internal corporate reorganization (the “Reorganization”), pursuant to which GSI, the Sponsor of the Trust prior to the Reorganization, merged with and into GSO, a Delaware limited liability company and a consolidated subsidiary of DCG, with GSO continuing as the surviving company (the “Merger”).

The Reorganization is not expected to have any material impact on the operations of the Trust.

In connection with the Reorganization, on January 1, 2025, and promptly following the effectiveness of the Merger, GSO assigned certain contracts pertaining to its role as Sponsor (as such term is defined in the Trust Agreement) of the Trust (such contracts, the “Sponsor Contracts”) to GSIS, a Delaware limited liability company and a consolidated subsidiary of GSO, whereby GSIS assumed all of the rights and obligations of GSO under the Sponsor Contracts.

Other than the assumption of the Sponsor Contracts by GSIS, the Reorganization does not alter the rights or obligations under any of the Sponsor Contracts.

GSIS shall be subject to the rights and obligations of a Sponsor under the Trust Agreement.

On January 3, 2025, GSO voluntarily withdrew as a Sponsor of the Trust pursuant to the terms of the Trust Agreement, and, effective May 3, 2025, became the sole remaining Sponsor of the Trust.

On October 22, 2025, GSO Intermediate Holdings Corporation (“GSOIH”), a Delaware corporation which was the sole managing member of GSO, consummated an internal corporate reorganization (the “Management Reorganization”).

Pursuant to the Management Reorganization, GSOIH transferred a portion of its common membership units of GSO for Class A shares of Grayscale Investments, Inc.

(“Grayscale Investments”), a Delaware corporation incorporated in connection with the Management Reorganization, and ceded its managing member rights in GSO to Grayscale Investments.

As a result of the Reorganization, Grayscale Investments is now the sole managing member of GSO, the sole member of the Sponsor.

Also in connection with the Reorganization, on October 22, 2025, DCG Grayscale Holdco, LLC (“DCG Holdco”), the sole stockholder of Grayscale Investments, elected a board of directors (the “Board”) at Grayscale Investments.

In accordance with the Trust Agreement governing the Trust, the Trust pays a fee to the Sponsor, calculated as 2.5 % of the aggregate value of the Trust’s assets, less its liabilities (which include any accrued but unpaid expenses up to, but excluding, the date of calculation), as calculated and published by the Sponsor or its delegates in the manner set forth in the Trust Agreement (the “Sponsor’s Fee”).

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The Trust may incur certain extraordinary, non-recurring expenses that are not Sponsor-paid Expenses, including, but not limited to, taxes and governmental charges, expenses and costs of any extraordinary services performed by the Sponsor (or any other service provider) on behalf of the Trust to protect the Trust or the interests of shareholders (including in connection with any Incidental Rights and any IR Virtual Currency), any indemnification of the Custodian or other agents, service providers or counterparties of the Trust, the fees and expenses related to the listing, quotation or trading of the Shares on any secondary market (including legal, marketing and audit fees and expenses) to the extent exceeding $ 600,000 in any given fiscal year and extraordinary legal fees and expenses, including any legal fees and expenses incurred in connection with litigation, regulatory enforcement or investigation matters (collectively “Additional Trust Expenses”).

In such circumstances, the Sponsor or its delegate (i) will instruct the Custodian to withdraw from the Digital Asset Account ZEC, Incidental Rights and/or IR Virtual Currency in such quantity as may be necessary to permit payment of such Additional Trust Expenses and (ii) may either (x) cause the Trust (or its delegate) to convert such ZEC, Incidental Rights and/or IR Virtual Currency into U.S.

Trust Expenses and (ii) may either (x) cause the Trust (or its delegate) to convert such ZEC, Incidental Rights and/or IR Virtual Currency into U.S.

dollars or other fiat currencies at the Actual Exchange Rate or (y) when the Sponsor incurs such expenses on behalf of the Trust, cause the Trust (or its delegate) to deliver such ZEC, Incidental Rights and/or IR Virtual Currency in kind to the Sponsor, in each case in such quantity as may be necessary to permit payment of such Additional Trust Expenses.

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From March 2, 2022 through June 30, 2022, DCG purchased a total of $ 2.0 million worth of Shares of the Trust.

From July 1, 2022 through December 31, 2024 , DCG did no t purchase any Shares of the Trust under this authorization.

From July 1, 2022 through December 31, 2025 , DCG had no t purchased any Shares of the Trust under this authorization.

Risks and Uncertainties

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During such history, ZEC prices have been volatile and subject to influence by many factors, including the levels of liquidity.

If the Digital Asset Markets continue to experience significant price fluctuations, the Trust may experience losses.

If Digital Asset Markets continue to experience significant price fluctuations, the Trust may experience losses.

Several factors may affect the price of ZEC, including, but not limited to, global ZEC supply and demand, theft of ZEC from global trading platforms or vaults, competition from other forms of digital currency or payment services, global or regional political, economic or financial conditions, and other unforeseen events and situations.

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As a result, any incorrectly executed ZEC transactions could adversely affect an investment in the Shares.

The Securities and Exchange Commission (the “SEC”) has stated that certain digital assets may be considered “securities” under the federal securities laws.

The Securities and Exchange Commission (the “SEC”), at least under the prior administration, 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 difficult to apply, and the outcome is difficult to predict.

Public, though non-binding, statements by senior officials at the SEC have indicated that the SEC did not consider Bitcoin or Ether to be securities, and does not currently consider Bitcoin to be a security.

A number of SEC and SEC staff actions with respect to a variety of digital assets demonstrate this difficulty.

For example, public though non-binding, statements by senior officials at the SEC have indicated that the SEC did not consider Bitcoin or Ether to be securities, and does not currently consider Bitcoin to be a security.

Moreover, in a recent settlement with another market participant relating to allegations that it acted as an unregistered broker-dealer for facilitating trading in certain digital assets, the SEC highlighted that the firm would cease trading in all digital assets other than Bitcoin, Bitcoin Cash and Ether—activity that, if the SEC believed Ether was presently a security—would continue to constitute unregistered brokerage activity.

The SEC staff has also provided informal assurances via no-action letter to a handful of promoters that their digital assets are not securities.

On the other hand, the SEC has brought enforcement actions against the issuers and promoters of several other digital assets on the basis that the digital assets in question are securities and has not formally or explicitly confirmed that it does not deem Ether to be a security.

Moreover, the SEC’s Division of Corporation Finance has published statements that it does not consider, under certain circumstances, “meme coins” or some stablecoins to be securities.

However, such statements may be withdrawn at any time without notice and comment by the Division of Corporation Finance at the SEC or the SEC itself.

In addition, the SEC has brought enforcement actions against the issuers and promoters of several other digital assets on the basis that the digital assets in question are securities and has not formally or explicitly confirmed that it does not deem Ether to be a security.

These developments demonstrate the difficulty in applying the federal securities laws to digital assets generally.

In January 2025, the SEC launched a crypto task force dedicated to developing a comprehensive and clear regulatory framework for digital assets led by Commissioner Hester Peirce.

Subsequently, Commissioner Peirce announced a list of specific priorities to further that initiative, which included pursuing final rules related to a digital asset’s security status, a revised path to registered offerings and listings for digital assets-based investment vehicles, and clarity regarding digital asset custody, lending, and staking.

On July 31, 2025, Chairman Atkins announced “Project Crypto,” a Commission-wide initiative to modernize securities rules for digital assets, reshore innovation in the United States, and implement the recommendations of the working group report.

Chairman Atkins had directed the SEC’s policy divisions to work with the Crypto Task Force to draft “clear and simple rules of the road for crypto asset distributions, custody, and trading,” and the Commission and SEC staff will also consider using interpretive, exemptive, and other authorities with respect to digital asset markets.

However, the efforts of the crypto task force have only just begun, and how or whether the SEC regulates digital asset activity in the future remains to be seen.

If ZEC is 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 may have material adverse consequences for ZEC.

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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 of 1940 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.

To the extent a private key required to access a ZEC address is lost, destroyed or otherwise compromised and no backup of the private keys are accessible, the Trust may be unable to access the ZEC controlled by the private key and the private key will not be capable of being restored by the Zcash Network.

The processes by which ZEC transactions are settled are dependent on the ZEC peer-to-peer network, and as such, the Trust is subject to operational risk.

To the extent a private key, held by the Custodian, required to access an address on the Zcash Network holding ZEC is lost, destroyed or otherwise compromised and no backup of the private keys are accessible, the Trust may be unable to access the ZEC controlled by the private key and the private key will not be capable of being restored by the Zcash Network.

The processes by which ZEC transactions

are settled are dependent on the ZEC peer-to-peer network, and as such, the Trust is subject to operational risk.

A risk also exists with respect to previously unknown technical vulnerabilities, which may adversely affect the value of ZEC.

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Net investment loss

Net realized and unrealized gain (loss) from:

Net realized loss on investment in ZEC

Net change in unrealized depreciation on investment in ZEC

Net realized and unrealized gain (loss) on investment

Net increase (decrease) in net assets resulting from operations

Net realized and unrealized (loss) gain from:

Net realized (loss) gain on investment in ZEC

Net change in unrealized appreciation/depreciation on investment in ZEC

Net realized and unrealized (loss) gain on investment

Net (decrease) increase in net assets resulting from operations

Fiscal Year Ended December 31, 2024

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Net realized loss on investment in ZEC

Net change in unrealized depreciation on investment in ZEC

Net change in unrealized appreciation/depreciation on investment in ZEC

Net realized and unrealized gain (loss) on investment

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Per Share Data:

Principal market net asset value, beginning of year

Principal Market NAV, beginning of year

Net increase (decrease) in net assets from investment operations:

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Net increase (decrease) in net assets resulting from operations

Principal market net asset value, end of year

Principal Market NAV, end of year

Ratios to average net assets:

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Subsequent Events

The Reorganization is not expected to have any material impact on the operations of the Trust.

Other than the assumption of the Sponsor Contracts by GSIS, the Reorganization does not alter the rights or obligations under any of the Sponsor Contracts.

GSIS shall be subject to the rights and obligations of a Sponsor under the Trust Agreement.

On January 3, 2025, GSO voluntarily withdrew as a Sponsor of the Trust pursuant to the terms of the Trust Agreement, and, effective May 3, 2025, GSIS shall be the sole remaining Sponsor of the Trust.

As of the close of business on March 6, 2026 , the fair value of ZEC determined in accordance with the Trust’s accounting policy was $ 212.32 per ZEC.

1 unchanged sentence

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 7. Management’s Discussion and Analysis