Grayscale Stellar Lumens Trust (GXLM) raises $534,986 in private share sales

Rhea-AI Filing Summary

Grayscale Stellar Lumens Trust reported unregistered sales of its shares in a private placement to accredited investors. The Trust issued 15,000 Shares at prices based on net asset value, in exchange for approximately 1,283,889.5114356 Stellar Lumens representing $534,986.

The transactions were conducted under Rule 506(c) of Regulation D, exempt from Securities Act registration, with Grayscale Securities, LLC acting as Authorized Participant and distributor. As a result of these issuances, there were 1,389,200 Shares issued and outstanding as of September 17, 2025. No underwriting discounts or commissions were paid to Grayscale Securities for these sales.

8-K Event Classification

Item 3.02 — Unregistered Sales of Equity Securities

1 item

Item 3.02 Unregistered Sales of Equity Securities Securities

The company sold equity securities in a private placement or other unregistered transaction.

Understanding 8-K Material Events →

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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): September 12, 2025

Grayscale Stellar Lumens Trust (XLM)

(Exact name of Registrant as Specified in Its Charter)

Delaware			000-56434	83-6545098
(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(g) of the Act:

Title of each class		Trading Symbol(s)		Name of each exchange on which registered
Grayscale Stellar Lumens Trust (XLM) Shares		GXLM		N/A

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 3.02. Unregistered Sales of Equity Securities.

Since the sales reported on the most recently filed Current Report on Form 8-K by Grayscale Stellar Lumens Trust (XLM) (the “Trust”), the Trust issued 15,000 Shares at varying prices determined by reference to its NAV per Share to selected “accredited investors,” within the meaning of Rule 501 of Regulation D under the Securities Act of 1933, as amended (the “Securities Act”), in private placement transactions exempt from the registration requirements of the Securities Act pursuant to Rule 506(c) thereunder for an aggregate of 1,283,889.5114356 XLM representing $534,986. Grayscale Securities, LLC (“Grayscale Securities”) acted as the Authorized Participant with respect to these distributions. As a result, there are 1,389,200 Shares issued and outstanding as of September 17, 2025.

Because Shares have been, and continue to be, created and issued on a periodic basis, a “distribution,” as such term is used in the Securities Act, may be occurring from time to time. As a result, Grayscale Securities, as Authorized Participant facilitating the creation of Shares and as distributor and marketer, may be deemed an “underwriter” under Section 2(a)(11) of the Securities Act. No underwriting discounts or commissions were paid to Grayscale Securities with respect to such sales.

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 Stellar Lumens Trust (XLM)
Date:	September 17, 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.

FAQ

What did Grayscale Stellar Lumens Trust (GXLM) disclose in this 8-K?

Grayscale Stellar Lumens Trust disclosed recent unregistered sales of 15,000 Shares in private placements to accredited investors, receiving about 1,283,889.5114356 Stellar Lumens, valued at $534,986, and bringing total shares outstanding to 1,389,200 as of September 17, 2025.

How many new Grayscale Stellar Lumens Trust (GXLM) shares were issued?

The Trust issued 15,000 new Shares in private placement transactions. These issuances were made at prices based on net asset value per Share and were limited to accredited investors under Rule 506(c) of Regulation D, without public registration under the Securities Act.

How much did Grayscale Stellar Lumens Trust (GXLM) receive for the new shares?

For the 15,000 newly issued Shares, the Trust received approximately 1,283,889.5114356 Stellar Lumens, representing $534,986. The consideration was valued by reference to the Trust’s net asset value per Share in connection with these private placements to accredited investors under Regulation D.

How many Grayscale Stellar Lumens Trust (GXLM) shares are now outstanding?

Following the reported issuances, Grayscale Stellar Lumens Trust had 1,389,200 Shares issued and outstanding as of September 17, 2025. This figure reflects cumulative creations of Shares over time in connection with ongoing private placement transactions to accredited investors under Rule 506(c).

Under what exemption were the new Grayscale Stellar Lumens Trust (GXLM) shares sold?

The new Shares were sold in private placement transactions exempt from registration under the Securities Act, relying on Rule 506(c) of Regulation D. Purchasers were selected accredited investors, and the offering was not registered with the SEC as a public securities offering.

Did Grayscale Securities receive underwriting fees in the GXLM share sales?

Grayscale Securities, LLC acted as the Authorized Participant, distributor, and marketer in these share creations, but no underwriting discounts or commissions were paid to it for the reported sales. The filing notes that Grayscale Securities may be deemed an underwriter under Section 2(a)(11) of the Securities Act.