Grayscale Zcash Trust (ZCSH) adds 52,300 shares in private placement

Rhea-AI Filing Summary

Grayscale Zcash Trust (ZEC) reported an unregistered sale of equity securities through private placements to accredited investors. Since its last report, the Trust issued 52,300 Shares at prices based on net asset value per share in transactions exempt from Securities Act registration under Rule 506(c). These issuances corresponded to 4,289.95115626 ZEC, representing $250,545, with Grayscale Securities, LLC acting as the Authorized Participant. Following these issuances, there were 4,811,500 Shares issued and outstanding as of October 3, 2025. No underwriting discounts or commissions were paid to Grayscale Securities in connection with these sales, although it may be deemed an underwriter under the Securities Act because it facilitates the creation and distribution of Shares.

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 →

0001720265false00017202652025-09-302025-09-30

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 30, 2025

Grayscale Zcash Trust (ZEC)

(Exact name of Registrant as Specified in Its Charter)

Delaware			000-56433	82-6646113
(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 Zcash Trust (ZEC) Shares		ZCSH		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 Zcash Trust (ZEC) (the “Trust”), the Trust issued 52,300 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 4,289.95115626 ZEC representing $250,545. Grayscale Securities, LLC (“Grayscale Securities”) acted as the Authorized Participant with respect to these distributions. As a result, there are 4,811,500 Shares issued and outstanding as of October 3, 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 Zcash Trust (ZEC)
Date:	October 3, 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 Zcash Trust (ZCSH) disclose in this 8-K filing?

Grayscale Zcash Trust (ZEC) disclosed unregistered sales of its Shares in private placements to accredited investors under Rule 506(c) of the Securities Act, including details on the number of Shares issued, the ZEC contributed, and the resulting total Shares outstanding.

How many new Grayscale Zcash Trust (ZCSH) Shares were issued?

The Trust issued 52,300 Shares of Grayscale Zcash Trust (ZEC) in the reported private placement transactions.

What was contributed for the new Grayscale Zcash Trust (ZCSH) Shares and what was the value?

The new Shares corresponded to 4,289.95115626 ZEC, representing a value of $250,545, issued at prices determined by reference to the Trust’s net asset value per Share.

How many Grayscale Zcash Trust (ZCSH) Shares are outstanding after these issuances?

After these issuances, there were 4,811,500 Shares of Grayscale Zcash Trust (ZEC) issued and outstanding as of October 3, 2025.

Were the new Grayscale Zcash Trust (ZCSH) Shares registered with the SEC?

No. The Shares were issued in private placement transactions to accredited investors and were exempt from SEC registration under Rule 506(c) of Regulation D.

Did Grayscale Securities, LLC receive underwriting commissions on these Grayscale Zcash Trust (ZCSH) sales?

No underwriting discounts or commissions were paid to Grayscale Securities, LLC for these sales, although it may be deemed an underwriter because it facilitates the creation and distribution of Shares.

Who acted as the Authorized Participant for the new Grayscale Zcash Trust (ZCSH) Shares?

Grayscale Securities, LLC acted as the Authorized Participant with respect to the distributions of the newly issued Shares.