iset20250331

iset20250331_10q.htm

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 March 31, 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: 001-42166

iShares® Ethereum Trust ETF

(Exact name of registrant as specified in its charter)

Delaware

99-6353885

(State or other jurisdiction of
incorporation or organization)

(I.R.S. Employer
Identification No.)

c/o iShares Delaware Trust Sponsor LLC
400 Howard Street
San Francisco, California 94105

(Address of principal executive offices) (Zip Code)

(415) 670-2000

(Registrant’s telephone number, including area code)

N/A

(Former name, former address and former fiscal year, if changed since last report)

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	ETHA	The Nasdaq Stock Market LLC

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 ☒

As of April 30, 2025, the Registrant had 165,520,000 Shares outstanding.

		Page
PART I – FINANCIAL INFORMATION

Item 1.	Financial Statements (Unaudited)	1

	Statements of Assets and Liabilities at March 31, 2025 and December 31, 2024	1

	Statement of Operations for the three months ended March 31, 2025	2

	Statement of Changes in Net Assets for the three months ended March 31, 2025	3

	Statement of Cash Flows for the three months ended March 31, 2025	4

	Schedules of Investments at March 31, 2025 and December 31, 2024	5

	Notes to Financial Statements	6

Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	11

Item 3.	Quantitative and Qualitative Disclosures About Market Risk	12

Item 4.	Controls and Procedures	12

PART II – OTHER INFORMATION

Item 1.	Legal Proceedings	13

Item 1A.	Risk Factors	13

Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	23

Item 3.	Defaults Upon Senior Securities	23

Item 4.	Mine Safety Disclosures	23

Item 5.	Other Information	23

Item 6.	Exhibits	24

SIGNATURES		25

	March 31, 2025		December 31, 2024
Assets
Investment in ether, at fair value(a)	$	2,186,653,058	$	3,571,669,777
Cash		4,762		37,023
Total Assets		2,186,657,820		3,571,706,800

Liabilities
Sponsor’s fees payable		267,201		444,633
Total Liabilities		267,201		444,633

Commitments and contingent liabilities (Note 6)		—		—

Net Assets	$	2,186,390,619	$	3,571,262,167

Shares issued and outstanding(b)		157,440,000		141,480,000
Net asset value per Share (Note 2C)	$	13.89	$	25.24

(a)	Cost of investment in ether: $3,887,465,641 and $3,543,902,275, respectively.
(b)	No par value, unlimited amount authorized.

	Three Months Ended March 31, 2025
Expenses
Sponsor’s fees	$	2,038,502
Sponsor’s fees waived		(791,853	)
Total expenses		1,246,649
Net investment loss		(1,246,649	)

Net Realized and Unrealized Gain (Loss)
Net realized loss from:
Ether sold to pay expenses		(313,171	)
Ether sold for the redemption of Shares		(203,341,675	)
Net realized loss		(203,654,846	)(b)
Net change in unrealized appreciation/depreciation		(1,728,580,085	)
Net realized and unrealized loss		(1,932,234,931	)

Net decrease in net assets resulting from operations	$	(1,933,481,580	)

Net decrease in net assets per Share(a)	$	(11.84	)

(a)	Net increase (decrease) in net assets per Share based on average shares outstanding during the period.
(b)	Includes $436,231 of realized gains and $(204,091,077) of realized losses.

	Three Months Ended March 31, 2025
Net Assets at December 31, 2024	$	3,571,262,167

Operations:
Net investment loss		(1,246,649	)
Net realized loss		(203,654,846	)
Net change in unrealized appreciation/depreciation		(1,728,580,085	)
Net decrease in net assets resulting from operations		(1,933,481,580	)

Capital Share Transactions:
Contributions for Shares issued		938,716,000
Distributions for Shares redeemed		(390,105,968	)
Net increase in net assets from capital share transactions		548,610,032

Decrease in net assets		(1,384,871,548	)

Net Assets at March 31, 2025	$	2,186,390,619

Shares issued and redeemed
Shares issued		39,960,000
Shares redeemed		(24,000,000	)
Net increase in Shares issued and outstanding		15,960,000

	Three Months Ended March 31, 2025
Cash Flows from Operating Activities
Net decrease in net assets resulting from operations	$	(1,933,481,580	)
Adjustments to reconcile net increase (decrease) in net assets resulting from operations to net cash provided by (used in) operating activities:
Purchases of ether		(938,629,210	)
Proceeds from ether sold		391,410,998
Net realized (gain) loss		203,654,846
Net change in unrealized appreciation/depreciation		1,728,580,085
Change in operating assets and liabilities:
Sponsor’s fees payable		(177,432	)
Net cash used in operating activities	$	(548,642,293	)

Cash Provided by Financing Activities
Proceeds from issuance of Shares	$	938,716,000
Payments for Shares redeemed		(390,105,968	)
Net cash provided by financing activities	$	548,610,032

Cash
Net decrease in cash	$	(32,261	)
Cash, beginning of period		37,023
Cash, end of period	$	4,762

Description	Quantity		Cost		Fair Value
Ether		1,191,766	$	3,887,465,641	$	2,186,653,058

Total Investments – 100.01%						2,186,653,058
Other Assets less Liabilities – (0.01)%						(262,439	)
Net Assets – 100.00%					$	2,186,390,619

Three Months Ended March 31, 2025	Quantity			Cost			Fair Value			Realized Gain (Loss)
Beginning balance		1,071,415		$	3,543,902,275		$	3,571,669,777		$	—
Ether purchased		302,532			938,629,210			938,629,210			—
Ether sold for the redemption of shares		(181,672	)		(593,395,677	)		(390,054,002	)		(203,341,675	)
Ether sold to pay expenses		(509	)		(1,670,167	)		(1,356,996	)		(313,171	)
Net realized loss		—			—			(203,654,846	)		—
Net change in unrealized appreciation/depreciation		—			—			(1,728,580,085	)		—
Ending balance		1,191,766		$	3,887,465,641		$	2,186,653,058		$	(203,654,846	)

	Three Months Ended March 31, 2025
Net asset value per Share, beginning of period	$	25.24

Net investment loss(a)		(0.01	)
Net realized and unrealized loss(b)		(11.34	)
Net decrease in net assets from operations		(11.35	)
Net asset value per Share, end of period	$	13.89

Total return, at net asset value(c)(d)		(44.97	)%

Ratio to average net assets:
Net investment loss(e)		(0.15	)%
Total Expenses(e)		0.25	%
Total expenses after fees waived(e)		0.15	%

(a)	Based on average Shares outstanding during the period.
(b)	The amounts reported for a Share outstanding may not accord with the change in aggregate gains and losses on investment for the period due to the timing of Share transactions in relation to the fluctuating fair values of the Trust’s underlying investment.
(c)	Based on the change in net asset value of a Share during the period.
(d)	Percentage is not annualized.
(e)	Percentage is annualized.

Period	Total Number of Shares Redeemed		Average Price Paid Per Share
01/01/25 to 01/31/25		—	$	—
02/01/25 to 02/28/25		9,720,000		17.9210
03/01/25 to 03/31/25		14,280,000		15.1200
Total		24,000,000	$	16.2544

Exhibit No.		Description
3.1		Certificate of Trust of iShares Ethereum Trust incorporated by reference to Exhibit 3.1 of the Registration Statement on Form S‑1 (File No. 333-275583) filed by the Registrant on November 16, 2023

3.2		Certificate of Amendment to Certificate of Trust of iShares Ethereum Trust incorporated by reference to Exhibit 3.2 of the Registration Statement on Form S‑1/A (File No. 333-275583) filed by the Registrant on May 29, 2024

3.3		Certificate of Amendment to Certificate of Trust of iShares Ethereum Trust incorporated by reference to Exhibit 3.3 of the Registration Statement on Form S‑1/A (File No. 333-275583) filed by the Registrant on June 21, 2024

4.1		Second Amended and Restated Trust Agreement incorporated by reference to Exhibit 4.1 of the Registration Statement on Form S-1/A (File No. 333-275583) filed by the Registrant on July 8, 2024

4.2		Form of Authorized Participant Agreement incorporated by reference to Exhibit 4.2 of the Registration Statement on Form S-1/A (File No. 333-275583) filed by the Registrant on May 29, 2024

10.1		Third Amended and Restated Coinbase Prime Broker Agreement incorporated by reference to Exhibit 10.1 of the Registration Statement on Form S‑1/A (File No. 333-275583) filed by the Registrant on May 29, 2024

10.2		Coinbase Custody Custodial Services Agreement (included as Exhibit A in Exhibit 10.1) incorporated by reference to Exhibit 10.2 of the Registration Statement on Form S-1/A (File No. 333-275583) filed by the Registrant on May 29, 2024)

10.3		Services Agreement with The Bank of New York Mellon, as cash custodian and trust administrator incorporated by reference to Exhibit 10.3 of the Registration Statement on Form S-1/A (File No. 333-275583) filed by the Registrant on May 29, 2024

10.4		ETF Services Agreement with BRIL incorporated by reference to Exhibit 10.4 of the Registration Statement on Form S-1/A (File No. 333‑275583) filed by the Registrant on May 29, 2024

10.5		Amendment to the Third Amended and Restated Coinbase Prime Broker Agreement incorporated by reference to Exhibit 10.1 of Form 8‑K (File No. 001-42166) filed by the Registrant on September 19, 2024

10.6		Master Custody Service Agreement incorporated by reference to Exhibit 10.1 of Form 8-K (File No. 001-42166) filed by the Registrant on April 8, 2025

31.1*		Certification by Principal Executive Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

31.2*		Certification by Principal Financial Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

32.1*		Certification by Principal Executive Officer Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes‑Oxley Act of 2002

32.2*		Certification by Principal Financial Officer Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes‑Oxley Act of 2002

101.INS*		Inline XBRL Instance Document - the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document.

101.SCH*		Inline XBRL Taxonomy Extension Schema Document

101.CAL*		Inline XBRL Taxonomy Extension Calculation Linkbase Document

101.DEF*		Inline XBRL Taxonomy Extension Definition Linkbase Document

101.LAB*		Inline XBRL Taxonomy Extension Label Linkbase Document

101.PRE*		Inline XBRL Taxonomy Extension Presentation Linkbase Document

104		Cover Page Interactive Data File included as Exhibit 101 (embedded within the Inline XBRL document)

SEC Form 10-Q filed by iShares Ethereum Trust ETF