10-Q

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended June 30, 2025

☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

     For the transition period from ______ to ______

    

Commission File Number 001-42184

Grayscale Ethereum Mini Trust ETF

SPONSORED BY GRAYSCALE INVESTMENTS SPONSORS, LLC

(Exact Name of Registrant as Specified in Its Charter)



Delaware	99-6547880
(State or Other Jurisdiction of Incorporation or Organization)	(I.R.S. Employer Identification No.)

c/o Grayscale Investments Sponsors, LLC

290 Harbor Drive, 4th Floor

Stamford, Connecticut 06902

(Address of Principal Executive Offices) (Zip Code)

(212) 668-1427

(Registrant’s telephone number, including area code)

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 Mini Trust ETF Shares	ETH	NYSE Arca, Inc.

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.


Large accelerated filer	☐	Accelerated filer	☐

Non-accelerated filer	☒	Smaller reporting company	☒

		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. ☒

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒

Number of Shares of the registrant outstanding as of July 28, 2025: 70,740,788

Grayscale® ETHEREUM MINI Trust ETF

Table of Contents


		Page
	Forward-Looking Statements	3

	Industry and Market Data	3

PART I – FINANCIAL INFORMATION

Item 1.	Financial Statements (Unaudited)	4

	Statements of Assets and Liabilities at June 30, 2025 and December 31, 2024	4

	Schedules of Investment at June 30, 2025 and December 31, 2024	5

	Statements of Operations for the Three and Six Months Ended June 30, 2025	6

	Statements of Changes in Net Assets for the Three and Six Months Ended June 30, 2025 and the Period from May 31, 2024 (Date of Seeding) to June 30, 2024	7

	Statements of Cash Flows for the Six Months Ended June 30, 2025 and the Period from May 31, 2024 (Date of Seeding) to June 30, 2024	8

	Notes to the Unaudited Financial Statements	9

Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	19

Item 3.	Quantitative and Qualitative Disclosures about Market Risk	26

Item 4.	Controls and Procedures	26

PART II – OTHER INFORMATION

Item 1.	Legal Proceedings	27

Item 1A.	Risk Factors	27

Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	27

Item 3.	Defaults Upon Senior Securities	28

Item 4.	Mine Safety Disclosures	28

Item 5.	Other Information	28

Item 6.	Exhibits	29

GLOSSARY OF DEFINED TERMS		30

SIGNATURES		35

FORWARD-LOOKING STATEMENTS

This Quarterly Report on Form 10-Q contains “forward-looking statements” with respect to the financial conditions, results of operations, plans, objectives, future performance and business of Grayscale Ethereum Mini Trust ETF (the “Trust”). Statements preceded by, followed by or that include words such as “may,” “might,” “will,” “should,” “expect,” “plan,” “anticipate,” “believe,” “estimate,” “predict,” “potential,” or “continue,” the negative of these terms and other similar expressions are intended to identify some of the forward-looking statements. All statements (other than statements of historical fact) included in this Quarterly Report that address activities, events or developments that will or may occur in the future, including such matters as changes in market prices and conditions, the Trust’s operations, the plans of Grayscale Operating, LLC (“GSO”), the co-sponsor of the Trust from January 1, 2025 to May 3, 2025, and Grayscale Investments Sponsors, LLC (“GSIS”), the co-sponsor of the Trust from January 1, 2025 to May 3, 2025 and the sole remaining sponsor thereafter (each of GSO and GSIS, the “Sponsor,” as the context may require, and GSO and GSIS, together, the “Co-Sponsors”), and references to the Trust’s future success and other similar matters are forward-looking statements. These statements are only predictions. Actual events or results may differ materially from such statements. These statements are based upon certain assumptions and analyses the Sponsor made based on its perception of historical trends, current conditions and expected future developments, as well as other factors appropriate in the circumstances. Whether or not actual results and developments will conform to the Sponsor’s expectations and predictions, however, is subject to a number of risks and uncertainties, including, but not limited to, those described in “Part I, Item 1A. Risk Factors” of our Annual Report on Form 10-K for the year ended December 31, 2024, filed with the Securities and Exchange Commission (the “SEC”) on February 27, 2025 (our “Annual Report”) and in “Part II, Item 1A. Risk Factors” herein. Forward-looking statements are made based on the Sponsor’s beliefs, estimates and opinions on the date the statements are made and neither the Trust nor the Sponsor is under a duty or undertakes an obligation to update forward-looking statements if these beliefs, estimates and opinions or other circumstances should change, other than as required by applicable laws. Investors are therefore cautioned against relying on forward-looking statements.

Unless otherwise stated or the context otherwise requires, the terms “we,” “our” and “us” in this Quarterly Report refer to the Sponsor acting on behalf of the Trust.

A glossary of industry and other defined terms is included in this Quarterly Report, beginning on page 30.

INDUSTRY AND MARKET DATA

Although we are responsible for all disclosure contained in this Quarterly Report on Form 10-Q, in some cases we have relied on certain market and industry data obtained from third-party sources that we believe to be reliable. Market estimates are calculated by using independent industry publications in conjunction with our assumptions regarding the Ethereum industry and market. While we are not aware of any misstatements regarding any market, industry or similar data presented herein, such data involves risks and uncertainties and is subject to change based on various factors, including those discussed under the headings “Forward-Looking Statements,” “Part I, Item 1A. Risk Factors” in our Annual Report and “Part II, Item 1A. Risk Factors” in this Quarterly Report on Form 10-Q.

PART I – FINANCIAL INFORMATION:

Item 1. Financial Statements (Unaudited)

GRAYSCALE ETHEREUM MINI TRUST ETF

STATEMENTS OF ASSETS AND LIABILITIES (UNAUDITED)

(Amounts in thousands, except Share and per Share amounts)


	June 30, 2025		December 31, 2024
Assets:
Investment in Ether, at fair value (cost $1,694,185 and $1,590,413 as of June 30, 2025 and December 31, 2024, respectively)	$	1,330,256	$	1,572,914
Total assets	$	1,330,256	$	1,572,914
Liabilities:
Sponsor’s Fee payable, related party	$	-	$	-
Total liabilities		-		-
Net assets	$	1,330,256	$	1,572,914
Shares issued and outstanding, no par value (unlimited Shares authorized)		56,140,788		49,970,788
Principal Market NAV per Share	$	23.70	$	31.48

See accompanying notes to the unaudited financial statements.

GRAYSCALE ETHEREUM MINI TRUST ETF

SCHEDULES OF INVESTMENT (UNAUDITED)

(Amounts in thousands, except quantity of Ether and percentages)


June 30, 2025
	Quantity of Ether		Cost		Fair Value		% of Net Assets
Investment in Ether		528,670.39510393	$	1,694,185	$	1,330,256		100	%
Total Investment			$	1,694,185	$	1,330,256		100	%
Net assets					$	1,330,256		100	%


December 31, 2024
	Quantity of Ether		Cost		Fair Value		% of Net Assets
Investment in Ether		470,875.75775088	$	1,590,413	$	1,572,914		100	%
Total Investment			$	1,590,413	$	1,572,914		100	%
Net assets					$	1,572,914		100	%

See accompanying notes to the unaudited financial statements.

GRAYSCALE ETHEREUM MINI TRUST ETF

STATEMENTS OF OPERATIONS (UNAUDITED)

(Amounts in thousands)


	Three Months Ended June 30, 2025(1)			Six Months Ended June 30, 2025(1)
Investment income:
Investment income	$	-		$	-
Expenses:
Sponsor’s Fee, related party		406			871
Gross expenses		406			871
Sponsor’s Fee Waiver, related party		-			(142	)
Net expenses		406			729
Net investment loss		(406	)		(729	)
Net realized and unrealized gain (loss) from:
Net realized loss on investment in Ether sold to pay expenses		(188	)		(310	)
Net realized loss on investment in Ether sold for redemption of Shares		(6,067	)		(41,260	)
Net change in unrealized depreciation on investment in Ether		335,217			(346,430	)
Net realized and unrealized gain (loss) on investment		328,962			(388,000	)
Net increase (decrease) in net assets resulting from operations	$	328,556		$	(388,729	)

(1)

No comparative financial statements have been provided as the Trust’s operations commenced on July 23, 2024. Prior to the commencement of operations on July 23, 2024, the Sponsor redeemed the initial seed capital of 10,000 shares for $100,000.

See accompanying notes to the unaudited financial statements.

GRAYSCALE ETHEREUM MINI TRUST ETF

STATEMENTS OF CHANGES IN NET ASSETS (UNAUDITED)

(Amounts in thousands, except change in Shares outstanding)


	Three Months Ended June 30, 2025			For the Period from May 31, 2024 (Date of Seeding) to June 30, 2024		Six Months Ended June 30, 2025			For the Period from May 31, 2024 (Date of Seeding) to June 30, 2024
Increase (decrease) in net assets from operations:
Net investment loss	$	(406	)	$	-	$	(729	)	$	-
Net realized loss on investment in Ether sold to pay expenses		(188	)		-		(310	)		-
Net realized loss on investment in Ether sold for redemption of Shares		(6,067	)		-		(41,260	)		-
Net change in unrealized depreciation on investment in Ether		335,217			-		(346,430	)		-
Net increase (decrease) in net assets resulting from operations		328,556			-		(388,729	)		-
Increase in net assets from capital share transactions:
Shares issued		182,637			100,000		265,463			100,000
Shares redeemed		(14,976	)		-		(119,392	)		-
Net increase in net assets resulting from capital share transactions		167,661			100,000		146,071			100,000
Total increase (decrease) in net assets from operations and capital share transactions		496,217			100,000		(242,658	)		100,000
Net assets:
Beginning of period		834,039					1,572,914
End of period	$	1,330,256		$	100,000	$	1,330,256		$	100,000
Change in Shares outstanding:
Shares outstanding at beginning of period		48,450,788			-		49,970,788			-
Shares issued		8,380,000			10,000		11,260,000			10,000
Shares redeemed		(690,000	)		-		(5,090,000	)		-
Net increase in Shares		7,690,000			10,000		6,170,000			10,000
Shares outstanding at end of period		56,140,788			10,000		56,140,788			10,000

See accompanying notes to the unaudited financial statements.

GRAYSCALE ETHEREUM MINI TRUST ETF

STATEMENTS OF CASH FLOWS (UNAUDITED)

(Amounts in thousands)


	Six Months Ended June 30, 2025			For the Period from May 31, 2024 (Date of Seeding) to June 30, 2024
Cash provided by operating activities
Net decrease in net assets resulting from operations	$	(388,729	)	$	-
Adjustments to reconcile net decrease in net assets resulting from operations to net cash provided by operating activities:
Purchases of Ether(1)	$	(81,803	)	$	-
Proceeds from Ether sold to pay redemptions(1)		102,490			-
Proceeds from Ether sold to pay expenses		729			-
Net realized loss		41,570			-
Net change in unrealized depreciation on investment in Ether		346,430			-
Change in operating assets and liabilities:
Sponsor’s Fee payable		-			-
Net cash provided by operating activities	$	20,687		$	-

Cash used in financing activities:

SEC Form 10-Q filed by Ethan Allen Interiors Inc.