Grayscale ETF Enters, Terminates Agreements

TL;DR

Grayscale ETF just signed a new deal and ditched another one. Details TBD.

AI Summary

On September 18, 2025, Grayscale CoinDesk Crypto 5 ETF entered into a material definitive agreement and terminated another. The filing does not specify the nature of these agreements or the counterparty involved. The ETF is registered in the Cayman Islands and its principal executive offices are located in Stamford, Connecticut.

Why It Matters

This filing indicates significant changes in the contractual relationships of the Grayscale CoinDesk Crypto 5 ETF, which could impact its operations and investment strategy.

Risk Assessment

Risk Level: medium — The termination and entry into new material definitive agreements suggest potential shifts in the ETF's structure or strategy, the implications of which are not yet fully disclosed.

Key Players & Entities

• Grayscale CoinDesk Crypto 5 ETF (company) — Registrant
• September 18, 2025 (date) — Date of earliest event reported
• 290 Harbor Drive, 4th Floor Stamford, Connecticut 06902 (location) — Address of Principal Executive Offices

FAQ

Filing Documents

• gdlc-20250918.htm (8-K) — 99KB
• gdlc-ex99_1.htm (EX-99.1) — 68KB
• gdlc-ex99_2.htm (EX-99.2) — 71KB
• gdlc-ex99_3.htm (EX-99.3) — 71KB
• 0001193125-25-209074.txt ( ) — 474KB
• gdlc-20250918.xsd (EX-101.SCH) — 29KB
• gdlc-20250918_htm.xml (XML) — 5KB

01 Entry into A Material Definitive Agreement

Item 1.01 Entry into A Material Definitive Agreement. Authorized Participant Agreements Grayscale Investments Sponsors, LLC, as manager (the "Manager") on behalf of the Grayscale CoinDesk Crypto 5 ETF (the "Fund"), and The Bank of New York Mellon, the transfer agent (the "Transfer Agent") of the Fund, entered into Participant Agreements with Jane Street Capital, LLC, Macquarie Capital (USA) Inc., and Virtu Americas LLC, pursuant to which such entities have agreed to act as Authorized Participants, in each case effective as of September 18, 2025. Each Participant Agreement is substantially in the form filed herewith as Exhibit 10.1. The Fund issues equal, fractional, undivided interests in, the profits, losses, distributions, capital and assets of and ownership of the Fund ("Shares") to, and redeems Shares from, Authorized Participants on an ongoing basis, but only in one or more Baskets (with a "Basket" being a block of 10,000 Shares). The Participant Agreements set forth the procedures for the creation and redemption of Baskets by the Authorized Participants. Although the Fund creates Baskets only upon the receipt of Fund Components plus cash representing the Cash portion, if any, and redeems Baskets only by distributing or otherwise disposing of Fund Components plus cash representing the Cash Portion, if any, at this time an Authorized Participant can only submit "Cash Orders," pursuant to which the Authorized Participant will deposit cash into, or accept cash from, the Cash Account in connection with the creation and redemption of Baskets. Cash Orders will be facilitated by the Transfer Agent and Grayscale Investments Sponsors, LLC (in such capacity, the "Liquidity Engager"), which will engage one or more eligible companies (each, a "Liquidity Provider") that is not an agent of, or otherwise acting on behalf of, any Authorized Participant to obtain or receive digital assets in connection with such orders. The Manager may in its sole discretion limit the num

02 Termination of a Material Definitive Agreement

Item 1.02 Termination of a Material Definitive Agreement. Authorized Participant Agreement In connection with the entry into the Participant Agreements referred to in Item 1.01 hereto, as of September 18, 2025, the Manager amended, restated and modified in its entirety the Participant Agreement, dated as of October 3, 2022, between the Manager and Grayscale Securities, LLC, an affiliate and related party of the Fund, to remove the Fund as an entity covered by the Agreement. Distribution and Marketing Agreement Also as of September 18, 2025, the Manager amended, restated and modified in its entirety the Distribution and Marketing Agreement, dated as of October 3, 2022, among the Manager, the Fund and Grayscale Securities, LLC, an affiliate and related party of the Fund, to remove the Fund as an entity covered by the Agreement. In its capacity as distributor and marketer, Grayscale Securities assisted the Manager in developing an ongoing marketing plan for the Fund, preparing marketing materials regarding the Shares, including the content on the Fund's website, and executing the marketing plan for the Fund. Transfer Agency and Service Agreement In connection with the entry into the Transfer Agency and Service Agreement with BNY Mellon and the Co-Transfer Agency Agreement with Continental Stock Transfer & Trust Company ("Continental"), dated as of September 19, 2025, the Manager and Continental agreed to terminate, as of the Uplisting Date, the transfer agency and services agreement, dated March 3, 2018, among the Manager, the Fund and Continental, pursuant to which Continental served as transfer agent for the Fund. As a result, effective as of the Uplisting Date, Continental will no longer act as the transfer agent for the Fund but will continue to serve as the Co-Transfer Agent.

01 Other Events

Item 8.01 Other Events. Listing on NYSE Arca Shares of the Fund began trading on NYSE Arca on September 19, 2025 (the "Uplisting Date"), under the ticker symbol "GDLC." Commencement of Redemption Program On September 18, 2025, the Manager approved the commencement of a redemption program. The redemption procedures through which the Fund will redeem shares in exchange for distributions of Fund Components are set forth in Item 1.01 hereto. Updates to the description of the Fund's Shares: Creation and Redemption of Shares The Fund creates and redeems Shares at such times and for such periods as determined by the Manager, but only in one or more whole Baskets. A Basket equals 10,000 Shares. The creation of a Basket requires the delivery to the Fund of the amount of Fund Components plus cash representing the Cash Portion, if any, represented by one Share immediately prior to such creation multiplied by 10,000. The redemption of a Basket requires distribution by the Fund of the amount of Fund Components plus cash representing the Cash Portion, if any, represented by one Share immediately prior to such redemption multiplied by 10,000. The Fund may from time to time halt creations and redemptions for a variety of reasons, including in connection with forks, airdrops and other similar occurrences. The Manager does not expect price differentials for Fund Components across Digital Asset Trading Platforms or the closure of any single Digital Asset Trading Platform to adversely impact the ability of Authorized Participants to implement arbitrage mechanisms, as Fund Components could be sourced through multiple Digital Asset Trading Platforms. The Manager acknowledges, however, that arbitrage mechanisms could be adversely impacted if trading of Fund Components was delayed or otherwise halted across multiple Digital Asset Trading Platforms, whether due to forces outside the Fund's control or otherwise. Updates to the Fund's disclosure relating to Forked Assets:

01. Financial Statements and Exhibits

Item 9.01. Financial Statements and Exhibits. (d) Exhibits Exhibit No. Description 10.1 Form of Participant Agreement (incorporated by reference to Exhibit 4.2 of Amendment No. 3 to the Registration Statement on Form S-3 (File No. 333-286293) filed with the SEC on June 26, 2025). 10.2 Third Amended and Restated Limited Liability Company Agreement (incorporated by reference to Exhibit 4.1 of Amendment No. 5 to the Registration Statement on Form S-3 (File No. 333-286293) filed with the SEC on September 18, 2025). 10.3 Transfer Agency and Service Agreement, dated September 18, 2025, between the Fund and Transfer Agent(incorporated by reference to Exhibit 99.7 of Amendment No. 5 to the Registration Statement on Form S-3 (File No. 333-286293) filed with the SEC on September 18, 2025). 99.1 Risk Factors. 99.2 Description of Creation and Redemption of Shares. 99.3 Material U.S. Federal Income Tax Consequences to U.S. Holders. 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 Manager of Grayscale CoinDesk Crypto 5 ETF Date: September 19, 2025 By: /s/ Edward McGee Name: Edward McGee Title: Chief Financial Officer * * The Registrant is a fund and the identified person signing this report is signing in their capacity as an authorized officer of Grayscale Investments Sponsors, LLC, the Manager of the Registrant.

View Full Filing

View this 8-K filing on SEC EDGAR