Grayscale Ethereum Trust ETF Files 8-K

TL;DR

Grayscale ETH ETF filed an 8-K on 9/25/25 for material agreements & shareholder votes.

AI Summary

On September 25, 2025, Grayscale Ethereum Trust ETF filed an 8-K report detailing an entry into a material definitive agreement and submission of matters to a vote of security holders. The filing also includes other events and financial statements/exhibits. The company, formerly known as Grayscale Ethereum Trust (ETH) and Ethereum Investment Trust, is incorporated in Delaware.

Why It Matters

This 8-K filing indicates significant corporate actions and potential changes for the Grayscale Ethereum Trust ETF, which could impact investors and the broader cryptocurrency ETF market.

Risk Assessment

Risk Level: medium — 8-K filings often contain material information that can lead to price volatility, especially concerning definitive agreements and shareholder votes.

Key Numbers

• 001-42185 — Commission File Number (SEC identifier for the registrant)
• 82-6677805 — IRS Employer Identification No. (Tax identification number)

Key Players & Entities

• Grayscale Ethereum Trust ETF (company) — Registrant
• September 25, 2025 (date) — Date of earliest event reported
• Delaware (jurisdiction) — State of Incorporation
• Grayscale Investments Sponsors, LLC (company) — Address provider
• Grayscale Ethereum Trust (ETH) (company) — Former company name
• Ethereum Investment Trust (company) — Former company name

FAQ

Filing Documents

• ethe-20250925.htm (8-K) — 86KB
• ethe-ex4_1.htm (EX-4.1) — 584KB
• ethe-ex8_1.htm (EX-8.1) — 15KB
• ethe-ex99_1.htm (EX-99.1) — 183KB
• img117260329_0.jpg (GRAPHIC) — 2KB
• img117260329_1.jpg (GRAPHIC) — 2KB
• 0001193125-25-220483.txt ( ) — 1098KB
• ethe-20250925.xsd (EX-101.SCH) — 28KB
• ethe-20250925_htm.xml (XML) — 5KB

01. Entry into a Material Definitive Agreement

Item 1.01. Entry into a Material Definitive Agreement. On September 25, 2025, following approval of the Proposals (as defined below), Grayscale Investments Sponsors, LLC, the sponsor (the "Sponsor") of Grayscale Ethereum Trust ETF (the "Trust"), and CSC Delaware Trust Company, the trustee (the "Trustee") of the Trust, entered into the Third Amended and Restated Declaration of Trust and Trust Agreement, dated as of September 25, 2025 (the "Third A&R Trust Agreement"). The amendments implemented by the Third 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 Third A&R Trust Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Third A&R Trust Agreement, a copy of which is attached hereto as Exhibit 4.1 and incorporated herein by reference.

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 Second 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 8,110,544 781,612 144,806 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 Third 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 5,557,314 3,331,108 148,540 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

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 Third 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 May 23, 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 no

01. Financial Statements and Exhibits

Item 9.01. Financial Statements and Exhibits. (d) Exhibits Exhibit No. Description 4.1 Third Amended and Restated Declaration of Trust and Trust Agreement 8.1 Opinion of Davis Polk & Wardwell LLP, as special tax counsel to the Trust 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 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.

View Full Filing

View this 8-K filing on SEC EDGAR