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  4. [8-K] Fidelity Ethereum Fund Reports Material Event

Fidelity Ethereum Fund (FETH) to launch ether staking program and pay cash income

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

Rhea-AI Filing Summary

Fidelity Ethereum Fund entered new custodial services agreements with Anchorage Digital Bank NA and BitGo Bank & Trust, N.A. to provide custody and safekeeping of the Trust’s ether and to support a staking program. An amended and restated sponsor agreement now allocates 15% of staking rewards as compensation for arranging staking, to be shared among the sponsor, custodians, node operators, and other service providers, while the Trust retains the remaining 85% of rewards.

The Trust Agreement was also amended to explicitly permit staking of the Trust’s ether. The Sponsor expects to commence staking activities as soon as practicable after the related registration statement becomes effective. Under the new program, trusted node operators will run validator nodes on the Ethereum network, with custodians maintaining exclusive control of private keys. The Trust intends to make quarterly cash distributions of net staking income to shareholders, funded by sales of staking rewards and/or a portion of its ether, which may affect ether exposure and the market price or net asset value of the shares.

Positive

  • Launch of ether staking program adds a new income-generating activity, allowing the Trust to earn staking rewards on held ether.
  • Quarterly cash distributions of net staking income are planned for shareholders, potentially enhancing the Fund’s income profile.
  • 85% of staking rewards retained by the Trust, with only 15% paid as fees, preserves most of the staking economics for shareholders.

Negative

  • Sales of staking rewards and/or ether to fund distributions may reduce the Trust’s ether exposure and influence share market price and net asset value.
  • Additional counterparties and staking mechanics introduce operational and custodial complexity, including reliance on node operators and multiple custodians.

Filing Explained

The August 10 8-K reports that the custody, sponsor, and trust-agreement changes were signed on August 7, but staking had not yet commenced: the company said it would begin after the related S-3 registration statement became effective, and that statement was still ineffective as of August 10, 2026. The new staking-related fee and distribution mechanics therefore remained future arrangements rather than operating activity at that date.

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 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year Governance
The company amended its charter documents, bylaws, or changed its fiscal year.
Item 8.01 Other Events Other
Voluntary disclosure of events the company deems important to shareholders but not covered by other items.
Item 9.01 Financial Statements and Exhibits Exhibits
Financial statements, pro forma financial information, and exhibit attachments filed with this report.
Staking rewards retained by Trust 85% of staking rewards Portion of staking rewards the Trust keeps under the amended sponsor arrangements
Staking rewards fee share 15% of staking rewards Paid as fees to sponsor, custodians, node operators, and other service providers
Distribution frequency Quarterly cash distributions Planned cash distributions of net staking income to shareholders
Trust Agreement version Third Amended and Restated Trust Agreement Updated agreement to permit staking of the Trust’s ether
Registration Statement reference Pre-Effective Amendment No. 1 to Form S-3, File No. 333-297005 Describes material terms of custodial services and staking program by reference
staking technical
"to stake, or cause to be staked, the Trust’s ether"
Staking is the practice of locking up digital tokens to help run a blockchain network in return for rewards, similar to leaving money in a time deposit that pays interest while it’s unavailable. It matters to investors because staking can generate regular income and affect a token’s circulating supply and price, but it also ties up assets and can carry risks like lock-up periods, reduced liquidity, or technical and platform failures.
Node Operator technical
"one or more trusted node operators (each, a “Node Operator”)"
A node operator runs the computer software that keeps a distributed ledger or blockchain network running, like a shopkeeper who opens and maintains a vital store on a busy street. They relay and check transactions, store copies of the ledger, and often help secure the network; in return they may earn fees or rewards. Investors care because node operators affect a network’s reliability, security, and the flow of rewards or fees that influence a token’s value and operational risk.
validator nodes technical
"The Node Operators facilitate staking by establishing validator nodes"
custodial services agreement regulatory
"entered into a custodial services agreement (the “Anchorage Digital Custodial Services Agreement”)"
Shares of Beneficial Interest financial
"Shares of Beneficial Interest of Fidelity Ethereum Fund"

AI-generated analysis. How Rhea-AI works. Not financial advice.

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FAQ

What new agreements did Fidelity Ethereum Fund (FETH) enter into?
Fidelity Ethereum Fund entered new custodial services agreements with Anchorage Digital Bank NA and BitGo Bank & Trust, N.A. on August 7, 2026 to provide custody, safekeeping, and support for staking of the Trust’s ether.

How will staking rewards be shared for Fidelity Ethereum Fund (FETH)?
The Trust retains 85% of all staking rewards, while 15% of rewards are paid as fees shared among the sponsor, custodians, node operators, and other third parties engaged to support ether staking.

When does Fidelity Ethereum Fund (FETH) expect to start staking its ether?
The sponsor expects staking activities to commence as soon as practicable after the related registration statement becomes effective, using custodians and trusted node operators to stake the Trust’s ether on the Ethereum network.

Will Fidelity Ethereum Fund (FETH) pay distributions from staking income?
Yes. The Trust intends to make quarterly cash distributions of net staking income to shareholders. These distributions will follow deduction of Trust expenses and may be funded by selling staking rewards and/or a portion of its ether.

How could the staking program affect Fidelity Ethereum Fund (FETH) ether exposure?
To fund cash distributions, the Trust may sell staking rewards and/or ether, which can change its ether exposure and may affect the market price and/or net asset value of its shares of beneficial interest.

Do existing Fidelity Digital Assets custodial arrangements change for Fidelity Ethereum Fund (FETH)?
No. The Trust states that its ongoing custodial arrangements with Fidelity Digital Assets, N.A. are unaffected by the new custodial services agreements related to the staking program.
false0002000046--12-3100020000462026-08-072026-08-07

 

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 07, 2026

 

 

Fidelity® Ethereum Fund

(Exact name of Registrant as Specified in Its Charter)

 

 

Delaware

001-42163

99-6342530

(State or Other Jurisdiction
of Incorporation)

(Commission File Number)

(IRS Employer
Identification No.)

 

 

 

 

 

245 Summer Street V13E

 

Boston, Massachusetts

 

02210

(Address of Principal Executive Offices)

 

(Zip Code)

 

Registrant’s Telephone Number, Including Area Code: 800 343-3548

 

Not Applicable

(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

Shares of Beneficial Interest of
Fidelity Ethereum Fund

 

FETH

 

Cboe BZX Exchange, 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

Custodial Services Agreements

On August 7, 2026, Fidelity® Ethereum Fund (the “Trust”) and Anchorage Digital Bank NA (“Anchorage Digital”), a national trust bank regulated by the Office of the Comptroller of the Currency, entered into a custodial services agreement (the “Anchorage Digital Custodial Services Agreement”). On August 7, 2026, the Trust and BitGo Bank & Trust, N.A. (“BitGo” and collectively with Anchorage Digital, the “Custodians”), a national banking association, entered into a custodial services agreement (the “BitGo Custodial Services Agreement” and collectively with the Anchorage Digital Custodial Services Agreement, the “Custodial Services Agreements”).

Pursuant to the Custodial Services Agreements, the Custodians will provide services related to custody and safekeeping of the Trust’s ether. Additionally, FD Funds Management LLC, the sponsor of the Trust (the “Sponsor”), will utilize the services of the Custodians to stake, or cause to be staked, the Trust’s ether one or more trusted node operators.

A description of the material terms of each of the Custodial Services Agreements is included in the Pre-Effective Amendment No. 1 to the Trust’s Registration Statement on Form S-3 (File No. 333-297005) filed on July 24, 2026 (the “Registration Statement”), which such descriptions are incorporated herein by reference.

The Trust’s ongoing custodial arrangements with Fidelity Digital Assets, N.A. are unaffected by the entry into the Custodial Services Agreements.

Amendment to the Sponsor Agreement

On August 7, 2026, the Trust entered into an Amended and Restated Sponsor Agreement, by and between the Trust and the Sponsor (the “Amended Sponsor Agreement”), to contemplate the staking of the Trust’s ether. The Amended Sponsor Agreement provides that the Trust will pay to the Sponsor, as partial consideration for the Sponsor arranging for the staking of the Trust’s ether, 15% of the amount of staking rewards received by the Trust, such amounts to be subsequently shared amongst the Sponsor, Custodian(s), Node Operator(s) (in each case as defined in the Registration Statement) or other third-parties engaged by the Sponsor or the Trust to stake the Trust’s ether.

The foregoing descriptions of the Custodial Services Agreements and the Amended Sponsor Agreement are summaries, do not purport to be complete descriptions of the Custodial Services Agreements or the Amended Sponsor Agreement, and are qualified in their entirety by reference to the full text of the Custodial Services Agreements and the Amended Sponsor Agreement, copies of which are filed as Exhibits 10.3.1, 10.3.2, and 10.6 hereto, respectively, and are incorporated by reference herein.

Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year

On August 7, 2026, the Sponsor and CSC Delaware Trust Company, the Trustee of the Trust, entered into a Third Amended and Restated Trust Agreement (the “Trust Agreement”) to allow for staking of the Trust’s ether. A copy of the Trust Agreement is filed as Exhibit 4.1 hereto and is incorporated by reference herein.

Item 8.01 Other Events

Commencement of Staking Program

The Sponsor expects to commence the Trust’s staking activities as soon as practicable following the effective date of the Registration Statement. Through the staking program, the Sponsor utilizes the services of the Custodians to stake, or cause to be staked, the Trust’s ether with one or more trusted node operators (each, a “Node Operator”). The Node Operators facilitate staking by establishing validator nodes and delegating the Trust’s ether to such nodes on the Ethereum network, which entitles the Trust to receive staking rewards. The Custodians maintain exclusive possession and control of the private keys associated with any staked ether at all times. The Trust retains 85% of all staking rewards received, with the remaining 15% paid as fees shared among the Sponsor, the Custodians, and the Node Operators.

In connection with the commencement of the Trust’s staking program, the Trust intends to make quarterly cash distributions of income generated from its staking activities to holders of the Trust’s shares of beneficial interest. The distributions will consist of net staking income after deduction of any Trust expenses. To fund the cash distributions, the Trust may sell staking rewards and/or a portion of its ether, which may affect the Trust’s exposure to ether and the market price and/or net asset value of the Shares.

For a complete description of the Trust’s staking program, including the risks associated with staking activities, see the Trust’s Registration Statement filed with the Securities and Exchange Commission, the disclosure of which is incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits.

Exhibit

Number

 

Description

 

 

 

 

 

4.1

 

Third Amended and Restated Trust Agreement

 

 

 

10.3.1

 

Anchorage Digital Custodial Services Agreement

 

 

 

10.3.2

 

BitGo Custodial Services Agreement

 

 

 

10.6

 

Amended and Restated Sponsor Agreement

 

 

 

104

 

Cover Page Interactive Data File (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 hereunto duly authorized.

 

FIDELITY ETHEREUM FUND

FD Funds Management LLC, as Sponsor of the Fidelity Ethereum Fund

Date: August 10, 2026

By:

/s/ Cynthia Lo Bessette

Name: Cynthia Lo Bessette

Title: President (Principal Executive Officer)

 

ETH-8-K-0826

1.9918684.102

Source: View Original Filing on SEC EDGAR

Filing Exhibits & Attachments

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