Grayscale Ethereum Mini Trust ETF Files 8-K

TL;DR

Grayscale Ethereum Mini Trust ETF filed an 8-K on 9/25/25 covering material agreements and shareholder votes.

AI Summary

On September 25, 2025, Grayscale Ethereum Mini Trust ETF filed an 8-K report detailing several key events. The filing includes information on the entry into a material definitive agreement, submission of matters to a vote of security holders, and other events. It also covers financial statements and exhibits, with the report being filed as of September 26, 2025.

Why It Matters

This 8-K filing provides crucial updates on significant corporate actions and agreements for the Grayscale Ethereum Mini Trust ETF, impacting investors and market participants.

Risk Assessment

Risk Level: low — This filing is a routine 8-K report detailing corporate events and does not inherently present new financial risks.

Key Players & Entities

• Grayscale Ethereum Mini Trust ETF (company) — Registrant
• Grayscale Investments Sponsors, LLC (company) — Address of Principal Executive Office
• September 25, 2025 (date) — Date of earliest event reported
• September 26, 2025 (date) — Filing date

FAQ

Filing Documents

• eth-20250925.htm (8-K) — 96KB
• eth-ex4_1.htm (EX-4.1) — 583KB
• eth-ex8_1.htm (EX-8.1) — 15KB
• eth-ex10_1.htm (EX-10.1) — 426KB
• eth-ex10_2.htm (EX-10.2) — 25KB
• eth-ex99_1.htm (EX-99.1) — 183KB
• img198257558_0.jpg (GRAPHIC) — 2KB
• img198257558_1.jpg (GRAPHIC) — 2KB
• img259380715_0.jpg (GRAPHIC) — 39KB
• 0001193125-25-220476.txt ( ) — 1683KB
• eth-20250925.xsd (EX-101.SCH) — 29KB
• eth-20250925_htm.xml (XML) — 5KB

01. Entry into a Material Definitive Agreement

Item 1.01. Entry into a Material Definitive Agreement. Second Amended and Restated Declaration of Trust and Trust Agreement On September 25, 2025, following approval of the Proposals (as defined below), Grayscale Investments Sponsors, LLC, the sponsor (the "Sponsor") of Grayscale Ethereum Mini Trust ETF (the "Trust"), and CSC Delaware Trust Company, the trustee (the "Trustee") of the Trust, entered into the Second Amended and Restated Declaration of Trust and Trust Agreement, dated as of September 25, 2025 (the "Second A&R Trust Agreement"). The amendments implemented by the Second A&R Trust Agreement are described in the Trust's Consent Solicitation Statement included in its definitive proxy statement on Schedule 14A, filed with the Securities and Exchange Commission on September 2, 2025 (the "Consent Solicitation Statement"). The foregoing description of the Second A&R Trust Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Second A&R Trust Agreement, a copy of which is attached hereto as Exhibit 4.1 and incorporated herein by reference. Anchorage Digital Custodian Agreement On September 25, 2025, the Sponsor of the Trust, and Anchorage Digital Bank N.A. ("Anchorage Digital"), a national trust bank chartered by the Office of the Comptroller of the Currency, entered into a certain Second Amendment to Master Custody Service Agreement (the "Second Amendment"), which provides that the Trust is added as a party to a certain Master Custody Service Agreement, dated as of August 8, 2025 (and together with the Second Amendment, the "Anchorage Digital Custodian Agreement" or the "Agreement"). Pursuant to the Anchorage Digital Custodian Agreement, Anchorage Digital will provide services related to custody and safekeeping of the Trust's Ether holdings. The Sponsor expects to utilize Anchorage Digital's services to custody a portion of the Trust's Ether. The Trust's existing custody arrangement with Co

07. Submission of Matters to a Vote of Security Holders

Item 5.07. Submission of Matters to a Vote of Security Holders. On September 2, 2025, the Sponsor solicited the consent of the shareholders of the Trust (the "Consent Solicitation") to approve three proposals to amend the Amended and Restated Declaration of Trust and Trust Agreement (as amended, the "Trust Agreement") between the Sponsor and the Trustee, all of which were approved by the requisite majority of outstanding shares held by the Trust's shareholders as of the record date for the Consent Solicitation. The proposals are described in more detail in the Consent Solicitation Statement. Proposal 1: The proposal to approve amendments to the Trust Agreement providing the Trust with the ability to stake the Ether held by the Trust and receive consideration in relation thereto ("Proposal 1") was approved based on the following votes: For Against Abstain 5,905,222 361,498 94,624 Proposal 2: The proposal to approve amendments to the Trust Agreement providing that, in addition to the Sponsor's Fee (as defined in the Trust Agreement), the Sponsor may be entitled to receive a Sponsor's Staking Fee (as defined in the Second A&R Trust Agreement), payable in Ether (or, if applicable, in the form of other staking consideration) in an amount calculated as a per annum percentage of any staking consideration earned, which shall be payable to the Sponsor daily in arrears ("Proposal 2") was approved based on the following votes: For Against Abstain 3,606,847 2,630,047 124,451 Proposal 3: The proposal to approve amendments to the Trust Agreement providing the Sponsor with the ability to make (i) certain restatements, amendments or supplements to the Trust Agreement that would materially adversely affect the interests of the shareholders as determined by the Sponsor in its sole discretion with a 20-day notice to shareholders and (ii) certain other restatements, amendments or supplements to the Trust Agreement only if certain conditions set for

01. Other Events

Item 8.01. Other Events. Supplemental Disclosures to the Trust's Annual Report The Sponsor is filing information for the purpose of supplementing and updating the disclosures contained in the Trust's Annual Report on Form 10-K for the year ended December 31, 2024 (the "Annual Report"), including those under the headings "Item 1. Business" and "Item 1A. Risk Factors," and other filings with the SEC, to give effect to the amendments described in the Consent Solicitation Statement and the full text of the Second A&R Trust Agreement attached hereto as Exhibit 4.1. The supplemental disclosures are set forth in Exhibit 99.1, which is incorporated herein by reference. Transition to NYSE Arca Generic Listing Standards Previously, on July 18, 2024, the Securities and Exchange Commission (the "SEC") approved an application under Rule 19b-4 of the Securities Exchange Act of 1934, as amended (the "Exchange Act") by NYSE Arca, Inc. ("NYSE Arca") to list the Shares of the Trust (the "Original Listing Standards"), which began trading on NYSE Arca on July 23, 2024. On September 17, 2025, the SEC approved a proposed rule change for new Rule 8.201-E (Generic) with the SEC pursuant to Rule 19b-4 under the Exchange Act to amend NYSE Arca's listing rules to permit the listing and trading of shares of certain commodity-based exchange-traded products that satisfy certain generic requirements (the "Generic Listing Standards"). Although the Shares of the Trust previously began trading on NYSE Arca under the Original Listing Standards, the Sponsor submitted an application to NYSE Arca to list and trade the Trust's shares on NYSE Arca under the Generic Listing Standards, and such application is expected to be approved on or around September 29, 2025. Until such time that the application to list and trade the registrant's shares on NYSE Arca under the Generic Listing Standards is approved, or it is determined by the Trust that such approval is no longer necessary, the Trust does

01. Financial Statements and Exhibits

Item 9.01. Financial Statements and Exhibits. (d) Exhibits Exhibit No. Description 4.1 Second Amended and Restated Declaration of Trust and Trust Agreement 8.1 Opinion of Davis Polk & Wardwell LLP, as special tax counsel to the Trust 10.1 Master Custody Service Agreement, dated August 8, 2025, between the Trust and Anchorage Digital Bank N.A. 10.2 Second Amendment to Master Custody Service Agreement, dated September 25, 2025, between the Trust and Anchorage Digital Bank N.A. 23.1 Consent of Davis Polk & Wardwell LLP, as special tax counsel to the Trust, included in Exhibit 8.1 99.1 Supplemental Disclosures to the Trust's Annual Report 104 Cover Page Interactive Data File (the cover page XBRL tags are embedded within the inline XBRL document)

SIGNATURES

SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized. Grayscale Investments Sponsors, LLC, as Sponsor of Grayscale Ethereum Mini Trust ETF Date: September 26, 2025 By: /s/ Edward McGee Name: Edward McGee Title: Chief Financial Officer* * The Registrant is a trust and the identified person signing this report is signing in their capacity as an authorized officer of Grayscale Investments Sponsors, LLC, the Sponsor of the Registrant.

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View this 8-K filing on SEC EDGAR