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  4. [8-K] Grayscale Ethereum Staking Mini ETF Reports Material Event

Grayscale Ethereum ETF (ETH) to distribute staking rewards cash

Filing Impact
(Moderate)
Filing Sentiment
(Neutral)
Form Type
8-K

Rhea-AI Filing Summary

Grayscale Ethereum Staking Mini ETF updated its governing trust agreement on August 6, 2026. The Sponsor and Trustee entered into a Third Amended and Restated Declaration of Trust and Trust Agreement that replaces the prior Second Amended and Restated Trust Agreement and its January 2026 amendment.

The revised agreement requires the Trust to convert staking rewards (Staking Consideration) to cash no less often than quarterly and promptly distribute the net cash proceeds, after Trust expenses and a Staking Fee, to shareholders. The Trust currently intends to make these net cash distributions on a monthly, but at least quarterly, basis. Additional conforming changes support the Trust’s staking program and mandatory distribution framework. A prospectus supplement under Rule 424(b)(3) is planned to update public disclosure, and shareholders are advised to consider potential tax consequences with their tax advisors.

Positive

  • None.

Negative

  • None.
Item 1.01 Entry into a Material Definitive Agreement Business
The company signed a significant contract such as a merger agreement, credit facility, or major partnership.
Item 9.01 Financial Statements and Exhibits Exhibits
Financial statements, pro forma financial information, and exhibit attachments filed with this report.
Third A&R Trust Agreement date August 6, 2026 Date of entry into the Third Amended and Restated Declaration of Trust and Trust Agreement
Second A&R Trust Agreement date September 25, 2025 Date of the prior Second Amended and Restated Declaration of Trust and Trust Agreement
Amendment No. 1 date January 2, 2026 Date of Amendment No. 1 to the Second Amended and Restated Trust Agreement
Staking Consideration financial
"provide for the Trust to commence regular distributions of the net cash proceeds of staking rewards to Shareholders, by requiring the Trust to reduce the Staking Consideration"
Third Amended and Restated Declaration of Trust and Trust Agreement regulatory
"entered into the Third Amended and Restated Declaration of Trust and Trust Agreement, dated as of August 6, 2026"
Staking Fee financial
"after deducting the Staking Fee (as defined in the Third A&R Trust Agreement) and other applicable Trust expenses"
prospectus supplement regulatory
"The Trust intends to file a prospectus supplement pursuant to Rule 424(b)(3) under the Securities Act of 1933"
A prospectus supplement is an additional document provided alongside a company's main offering details, offering updated or extra information about a specific financial product being sold. It helps investors understand the latest terms, risks, and details of the investment, similar to how an update or revision clarifies or expands on original instructions, ensuring they have current and complete information before making a decision.
Rule 424(b)(3) regulatory
"file a prospectus supplement pursuant to Rule 424(b)(3) under the Securities Act of 1933"
Rule 424(b)(3) is a U.S. Securities and Exchange Commission filing rule that governs how updated prospectus information about a securities offering is formally added to an existing registration statement. For investors, seeing a 424(b)(3) filing means the company has officially recorded new offering details – like the number of shares, pricing range or other terms – so it’s a reliable place to check the latest, legally required disclosures; think of it as the official addendum to a product manual that must be filed before the product is sold.

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FAQ

What agreement did Grayscale Ethereum Staking Mini ETF (ETH) enter into on August 6, 2026?
Grayscale Ethereum Staking Mini ETF entered into a Third Amended and Restated Declaration of Trust and Trust Agreement on August 6, 2026. This new agreement fully replaces the prior Second Amended and Restated Trust Agreement and its January 2026 amendment.

How will the new trust terms affect ETH shareholders’ staking rewards?
Under the new terms, staking rewards (Staking Consideration) must be converted to cash at least quarterly and the net cash proceeds, after expenses and a Staking Fee, will be distributed to shareholders. This creates a structured, mandatory distribution framework for staking rewards.

How often does Grayscale Ethereum Staking Mini ETF (ETH) currently intend to distribute staking cash?
The Trust currently intends to distribute net cash from staking rewards on a monthly basis, but no less than quarterly. The actual distribution amounts will depend on the Staking Consideration received during each period and cannot be predicted in advance.

What costs are deducted before ETH shareholders receive staking distributions?
Before distribution, the Trust will deduct a Staking Fee and other applicable Trust expenses not assumed by the Sponsor. This can include consideration paid to the Sponsor for facilitating staking arrangements, so shareholders receive only the remaining net cash proceeds.

Will Grayscale Ethereum Staking Mini ETF (ETH) update its disclosure about the new trust agreement?
Yes. The Trust intends to file a prospectus supplement under Rule 424(b)(3) to update public disclosure related to the Third Amended and Restated Trust Agreement and the new staking distribution framework described in that agreement.

Are there tax considerations for ETH investors from the new staking distribution framework?
The Trust notes that shareholders should consider potential tax consequences arising from the new staking distributions. Investors are specifically advised to discuss the impact of the Third Amended and Restated Trust Agreement with their personal tax advisors.
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

 

FORM 8-K

 

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): August 6, 2026

 

 

Grayscale Ethereum Staking Mini ETF

(Exact name of Registrant as Specified in Its Charter)

 

 

Delaware

001-42184

99-6547880

(State or Other Jurisdiction
of Incorporation)

(Commission File Number)

(IRS Employer
Identification No.)

 

 

 

 

 

c/o Grayscale Investments Sponsors, LLC

290 Harbor Drive, 4th Floor

 

Stamford, Connecticut

 

06902

(Address of Principal Executive Offices)

 

(Zip Code)

 

Registrant’s Telephone Number, Including Area Code: 212 668-1427

 

N/A

(Former Name or Former Address, if Changed Since Last Report)

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

 

☐

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

☐

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

☐

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

☐

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:


Title of each class

 

Trading
Symbol(s)

 


Name of each exchange on which registered

Grayscale Ethereum Staking Mini ETF Shares

 

ETH

 

NYSE Arca, Inc.

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

 

 

 

 

 

 

Item 1.01. Entry into a Material Definitive Agreement.

On August 6, 2026, Grayscale Investments Sponsors, LLC (the “Sponsor”), as sponsor of Grayscale Ethereum Staking Mini 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 August 6, 2026 (the “Third A&R Trust Agreement”), which amends and restates in its entirety the Second Amended and Restated Declaration of Trust and Trust Agreement, dated September 25, 2025, as amended by Amendment No. 1 to the Second Amended and Restated Declaration of Trust and Trust Agreement, dated January 2, 2026 (the “Trust Agreement”). Capitalized terms used but not defined herein have the definitions given to them in the Trust’s Registration Statement on Form S-3, as amended (File No. 333-278878).

The Third A&R Trust Agreement amends and restates certain provisions of the Trust Agreement to, among other things, (i) provide for the Trust to commence regular distributions of the net cash proceeds of staking rewards to Shareholders, by requiring the Trust to reduce the Staking Consideration held by the Trust to cash no less often than quarterly and to promptly distribute the cash proceeds, net of any Trust expenses not assumed by the Sponsor (including, for example, paying a portion of the Staking Consideration to the Sponsor as consideration for its facilitation of the Staking Arrangements), to the Shareholders, and (ii) make certain other conforming changes to facilitate the Trust’s staking program and mandatory distribution framework.

The Trust currently intends to distribute to Shareholders the net cash proceeds of the Staking Consideration received by the Trust, after deducting the Staking Fee (as defined in the Third A&R Trust Agreement) and other applicable Trust expenses, on a monthly, but no less than quarterly, basis. The amount of such distributions will depend on the Staking Consideration actually received by the Trust during each period and cannot be predicted with certainty.

Shareholders are advised to discuss any tax consequences relating to their investment in the Trust as a result of the Third A&R Trust Agreement with their tax advisors. The Trust intends to file a prospectus supplement pursuant to Rule 424(b)(3) under the Securities Act of 1933, as amended, to update disclosure relating to the Third A&R Trust Agreement described herein.

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.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits

 

 

 

Exhibit No.

Description

4.1

 

Third Amended and Restated Declaration of Trust and Trust Agreement

104

Cover Page Interactive Data File (the cover page XBRL tags are embedded within the inline XBRL document)

 

 

 

 

 

 

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 Staking Mini ETF

 

 

 

 

Date:

August 7, 2026

By:

/s/ Kathryn Masci

 

 

 

Name: Kathryn Masci
Title: Interim Chief Financial Officer (Principal Financial and Accounting 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.

 

Source: View Original Filing on SEC EDGAR

Filing Exhibits & Attachments

2 documents

Other Documents