Canary XRP ETF Filed Primary

What the company does

The Canary XRP ETF is an exchange-traded fund that issues shares of beneficial interest intended to list and trade on The Nasdaq Stock Market LLC. The Trust seeks to provide exposure to the value of XRP held by the Trust, less the expenses of the Trust’s operations and other liabilities, and establishes its net asset value by reference to the CoinDesk XRP CCIXber 60m New York Rate. The Trust is sponsored by Canary Capital Group LLC, with Gemini Trust Company, LLC and BitGo Trust Company, Inc. serving as custodians for the Trust’s XRP. The Trust provides investors with the opportunity to access the market for XRP through a traditional brokerage account without the potential barriers to entry or risks involved with acquiring and holding XRP directly.

Use of proceeds

Proceeds received by the Trust from the issuance of Baskets consist of either XRP or cash. Deposits of XRP are held by the Custodians on behalf of the Trust until transferred out or sold in connection with redemptions of Baskets or to pay fees due to the Sponsor or Trust expenses and liabilities not assumed by the Sponsor, while cash deposits are held by the Cash Custodian until used to purchase XRP, delivered out for redemptions, or transferred to pay fees and expenses. Total proceeds from the sale of the Seed Shares will be used to purchase XRP.

Underwriters

Extracted from S-1/A 0001999371-25-016081, filed Aug 25, 2026 and verified against that filing text.

Key risk factors

• Speculative nature of Shares

  “THE SHARES ARE SPECULATIVE SECURITIES.”

• Loss of entire investment

  “THEIR PURCHASE INVOLVES A HIGH DEGREE OF RISK AND YOU COULD LOSE YOUR ENTIRE INVESTMENT.”

• Not registered under 1940 Act

  “The Trust is not a fund registered under the Investment Company Act of 1940, as amended (the “1940 Act”), and is not subject to regulation under the 1940 Act.”

• No public market prior to offering

  “Prior to this offering, there has been no public market for the Shares.”

• Custodian insurance limitations

  “The Custodians are not insured by the Federal Deposit Insurance Corporation (the “FDIC”) but carry insurance provided by private insurance carriers, which is shared among all of the Custodians’ customers, is not specific to the Trust, and may not be available or sufficient to protect the Trust from all possible losses or sources of losses.”