Grayscale Aave Trust (AAVE) Filed Primary

What the company does

Grayscale Aave Trust (AAVE) is a Delaware statutory trust whose purpose is to hold AAVE, the governance token of the Aave Protocol, which constitute the assets underlying the Trust's Shares. The Trust's investment objective is for the value of the Shares (based on AAVE per Share) to reflect the value of AAVE held by the Trust, as determined by reference to the Index Price, less the Trust's expenses and other liabilities. While an investment in the Shares is not a direct investment in AAVE, the Shares are designed to provide investors with a cost-effective and convenient way to gain investment exposure to AAVE. Grayscale Investments Sponsors, LLC is the sponsor of the Trust.

Use of proceeds

Proceeds received by the Trust from the issuance and sale of Baskets will consist of AAVE deposited with the Trust in connection with creations. Such AAVE will only be (i) owned by the Trust, (ii) transferred (or converted to U.S. dollars, if necessary) to pay the Trust's expenses, (iii) distributed or otherwise disposed of in connection with the redemption of Baskets or (iv) liquidated in the event that the Trust terminates or as otherwise required by law or regulation.

Underwriters

The completed effective-prospectus read stated no underwriters.

Extracted from S-1/A 0001193125-26-219381, filed May 12, 2026 and verified against that filing text.

Key risk factors

• Extreme volatility and disruption in digital asset markets

  “recent developments in the digital asset economy which have led to extreme volatility and disruption in digital asset markets, a loss of confidence in participants of the digital asset ecosystem, significant negative publicity surrounding digital assets broadly and market-wide declines in liquidity”

• Volatility of AAVE trading prices

  “the extreme volatility of trading prices that many digital assets, including AAVE, have experienced in recent periods and may continue to experience, which could cause the value of the Shares to be volatile and/or have a material adverse effect on the value of the Shares”

• Uncertain long-term value of digital assets

  “the recency of the development of digital assets and the uncertain medium-to-long term value of the Shares due to a number of factors relating to the capabilities and development of blockchain technologies and to the fundamental investment characteristics of digital assets”

• Forks or clones of AAVE

  “a temporary or permanent “fork” or a “clone”, which could adversely affect the value of the Shares”

• Unregulated nature of Digital Asset Trading Platforms

  “the largely unregulated nature and lack of transparency surrounding the operations of Digital Asset Trading Platforms, which may adversely affect the value of digital assets and, consequently, the value of the Shares”

• Risk that AAVE could be deemed a security

  “a final determination that AAVE or any other digital asset is or involves a transaction in a “security” may adversely affect the value of AAVE and the value of the Shares and result in potentially extraordinary, nonrecurring expenses to, or termination of, the Trust”

• Lack of active trading markets for the Shares

  “the lack of active trading markets for the Shares, which may result in losses on investors’ investments at the time of disposition of Shares”

• Competition from other digital assets

  “competition from the emergence or growth of other digital assets could have a negative impact on the price of AAVE and adversely affect the value of the Shares”