Grayscale Stella SEC Filings

Grayscale Stellar Lumens Trust (GXLM) reported an internal corporate reorganization of its sponsor’s parent entities. On October 22, 2025, Grayscale Investments, Inc. became the sole managing member of Grayscale Operating, LLC, which remains the sole member of Grayscale Investments Sponsors, LLC (the Sponsor of the Trust). This occurred after GSO Intermediate Holdings Corporation transferred a portion of its GSO membership units for Class A shares of Grayscale Investments and ceded its managing member rights.

Also on October 22, 2025, DCG Grayscale Holdco, LLC elected a board at Grayscale Investments: Barry Silbert (Chair), Mark Shifke, Simon Koster, Peter Mintzberg, and Edward McGee. The company states it does not expect any material impact on the Trust’s operations. All related entities remain consolidated subsidiaries of Digital Currency Group, Inc.

Grayscale Stellar Lumens Trust (GXLM) filed an amendment reporting final voting results from its shareholder consent solicitation to amend the Trust Agreement. All four proposals were approved by the requisite majority of outstanding shares via the consent process: Proposal 1 (alternative Basket creation/redemption procedures) received 97.74% consent; Proposal 2 (Sponsor’s Fee payable daily in arrears) 97.20%; Proposal 3 (permitting omnibus accounts to facilitate creations/redemptions) 97.69%; and Proposal 4 (limited Sponsor ability to amend with notice and tax-related conditions) 95.94%.

The consent period, including revocations, concluded at 4:00 p.m. New York City time on October 15, 2025. Approved changes will be incorporated into a future amendment executed by the Sponsor and Trustee.

Grayscale Stellar Lumens Trust (GXLM) reported preliminary results of a shareholder Consent Solicitation approving four amendments to its Trust Agreement. Based on estimated preliminary results and consent mechanics, shareholders consented to Proposal 1 at 97.74%, Proposal 2 at 97.21%, Proposal 3 at 97.69%, and Proposal 4 at 95.94%.

Proposal 1 adds alternative procedures for creating and redeeming Baskets (77,216 for; 31,434 against; 70 abstain). Proposal 2 makes the Sponsor’s Fee payable daily in arrears (69,786 for; 38,810 against; 124 abstain). Proposal 3 permits holding a portion of the Trust Estate in omnibus accounts to facilitate share creations and redemptions (76,486 for; 32,024 against; 210 abstain). Proposal 4 allows the Sponsor to make certain amendments with a 20‑day notice and others if specific tax‑qualification conditions are satisfied (48,662 for; 56,339 against; 3,719 abstain). The consent period concluded at 4:00 p.m., New York City time, on October 15, 2025.

Grayscale Stellar Lumens Trust (GXLM) reported a sponsor-related board change. On October 13, 2025, at GSO Intermediate Holdings Corporation, the sole managing member of Grayscale Operating, LLC (which wholly owns the Trust’s sponsor), Matthew Kummell stepped down as a director and Simon Koster was appointed to the Board.

Koster is Chief Strategy Officer at Digital Currency Group, overseeing investments in digital assets, subsidiaries, and 250+ early-stage companies across 35+ nations. He has served on the boards of Foundry and Luno since 2023, Fortitude since 2024, and Yuma since 2025, each affiliated with Grayscale.

Grayscale Stellar Lumens Trust (XLM) has entered into a new Coinbase Prime Broker Agreement that will govern custody and prime brokerage for its XLM holdings once its shares begin trading on NYSE Arca as an exchange-traded product. Coinbase Custody will hold most XLM in segregated, offline “Vault Balance” wallets, while a smaller “Settlement Balance” may be held in omnibus cold and hot wallets or at connected venues to support basket creations and redemptions.

The agreement treats the Trust’s XLM as “financial assets” and the custody accounts as “securities accounts” under New York’s Article 8, with Coinbase entities agreeing not to lend or rehypothecate the assets. Insurance is provided under Coinbase Global policies, but the filing notes total crypto assets exceed insurance limits, and liability is capped, including a per-event ceiling tied to fees and asset value and a $100 million limit per cold storage address. The Sponsor also appointed BNY Mellon Asset Servicing to provide fund administration and accounting and will terminate the prior custodian agreement on the NYSE Arca uplisting date.

The filing describes the Index methodology used to price the Grayscale Stellar Lumens Trust (GXLM). The Index is a volume-weighted, real-time USD-denominated price that selects and weights constituent trading platforms by trailing 24-hour liquidity and applies FX normalization for stablecoin pairs. The methodology includes outlier detection (prices ±5% versus the latest Index are excluded), an inactivity adjustment that progressively de-weights a platform to near-zero within 25 minutes of no activity, and procedures to penalize stale data. The Index Provider applies qualitative and quantitative screens to choose constituent platforms and seeks manipulation resistance. If the primary real-time rate is unavailable, the Sponsor uses a Secondary Index, then a Tertiary Pricing Option, and finally the Sponsor’s good-faith estimate; the Sponsor’s good-faith assessments have no predefined criteria and are made at its sole discretion.

Grayscale Stellar Lumens Trust (GXLM) presents four shareholder proposals to amend the Trust Agreement. Proposal 1 would permit the Sponsor to authorize creations and redemptions of Baskets in cash from or to Authorized Participants, with specified settlement conditions and indemnities. Proposal 2 would change the Sponsor's Fee mechanics so the fee (set at an annual rate of 2.5% of XLM Holdings NAV Fee Basis Amount) accrues daily and is payable in XLM daily in arrears rather than monthly. Proposal 3 would permit a portion of the Trust Estate to be held in one or more omnibus (Settlement Balance) accounts, enabling use of prime brokerage services of an affiliate of the Custodian. Proposal 4 would allow the Sponsor, in its sole discretion, to restate, amend or supplement the Trust Agreement without prior shareholder consent for many changes, provided materially adverse amendments as determined by the Sponsor are not effective earlier than 20 calendar days after notice; certain amendments that could affect the Trust's grantor-trust tax status would require a counsel or tax advisor opinion or specified conditions. The filing also details creation/redemption procedures, definitions (e.g., Basket = 10,000 Shares), Sponsor indemnification and Sponsor-paid expenses, and confirms limitations designed to preserve grantor trust tax treatment.

Grayscale Stellar Lumens Trust (GXLM) filed an S-1 describing a spot XLM trust that holds actual Stellar Lumens (XLM) and intends to list Shares on NYSE Arca. The filing warns that XLM and the Shares have experienced and may continue to experience extreme price volatility, market-wide liquidity declines and negative publicity, any of which could materially reduce Share value. The Trust values XLM using a volume-weighted Index Price (primary markets include Coinbase, Crypto.com, Kraken and Bitstamp by Robinhood) and discloses fallback pricing rules using a Secondary Index and a principal market price.

The Trust stores XLM via Coinbase Custody using geographically distributed cold-storage private key shards and will pay a Sponsor fee in XLM daily. The filing lists operational, regulatory and custodial risks including possible forks, regulatory determinations that XLM is a security, money-transmitter or investment company status changes, Sponsor conflicts of interest, potential Custodian resignation without replacement, limited creation/redemption mechanics today and tax consequences when the Trust sells XLM to pay expenses. The filing also identifies specific thresholds that trigger additional reporting or compliance (e.g., $1.235 billion in annual revenues, issuance of >$1.0 billion non-convertible debt over three years, or becoming a large accelerated filer).

Grayscale Stellar Lumens Trust (GXLM) filed an S-1 describing a spot XLM trust that holds actual Stellar Lumens (XLM) and intends to list Shares on NYSE Arca. The filing warns that XLM and the Shares have experienced and may continue to experience extreme price volatility, market-wide liquidity declines and negative publicity, any of which could materially reduce Share value. The Trust values XLM using a volume-weighted Index Price (primary markets include Coinbase, Crypto.com, Kraken and Bitstamp by Robinhood) and discloses fallback pricing rules using a Secondary Index and a principal market price.

The Trust stores XLM via Coinbase Custody using geographically distributed cold-storage private key shards and will pay a Sponsor fee in XLM daily. The filing lists operational, regulatory and custodial risks including possible forks, regulatory determinations that XLM is a security, money-transmitter or investment company status changes, Sponsor conflicts of interest, potential Custodian resignation without replacement, limited creation/redemption mechanics today and tax consequences when the Trust sells XLM to pay expenses. The filing also identifies specific thresholds that trigger additional reporting or compliance (e.g., $1.235 billion in annual revenues, issuance of >$1.0 billion non-convertible debt over three years, or becoming a large accelerated filer).

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.

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.