GSOL 8-K
Grayscale Solana Staking ETF (GSOL)
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
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Grayscale Solana Trust (SOL) |
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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:
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
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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(b) of the Act:
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Trading |
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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 1.01. Entry into a Material Definitive Agreement.
On October 27, 2025, Grayscale Investments Sponsors, LLC, the sponsor (“GSIS” or the “Sponsor”) filed a Certificate of Amendment to Certificate of Trust on behalf of Grayscale Solana Trust ETF (the “Trust”) with the Secretary of the State of Delaware for the purpose of changing its name from “Grayscale Solana Trust (SOL)” to “Grayscale Solana Trust ETF” (the “Certificate of Amendment”), effective as of 4:01pm, New York City time, on October 28, 2025.
Additionally, on October 27, 2025, the Sponsor entered into Amendment No. 1 (“Amendment No. 1”) to the Second Amended and Restated Declaration of Trust and Trust Agreement, dated as of September 19, 2025 (the “Second A&R Trust Agreement”), as may be further amended from time to time, which changes the name of the Trust, effective as of October 28, 2025, and reduces the Sponsor’s Fee (as defined in the Second A&R Trust Agreement) to 0.35%, effective as of the day the shares of the Trust first list and trade on NYSE Arca, Inc., currently expected to be October 29, 2025.
The Certificate of Amendment, which also became effective as of October 28, 2025, is attached as Exhibit A to the Amendment No. 1.
The Sponsor has determined that Amendment No. 1 does not materially adversely affect the interests of the Trust’s shareholders and that the Sponsor and the Trustee may amend the Second A&R Trust Agreement without the consent of the Trust’s shareholders pursuant to Section 10.1 of the Second A&R Trust Agreement.
The foregoing description of the Amendment No. 1 and the Certificate of Amendment does not purport to be complete and is qualified in its entirety by reference to the full text of the Amendment No. 1 and the Certificate of Amendment, copies of which are attached hereto as Exhibits 4.1 and 4.2, respectively, and incorporated herein by reference.
Item 8.01. Other Events.
Corporate Reorganization of the Sponsor
On October 22, 2025, GSO Intermediate Holdings Corporation (“GSOIH”), a Delaware corporation which was the sole managing member of Grayscale Operating, LLC (“GSO”), a Delaware limited liability company which is the sole member of the Sponsor, consummated an internal corporate reorganization (the “Reorganization”). Pursuant to the Reorganization, GSOIH transferred a portion of its common membership units of GSO for Class A shares of Grayscale Investments, Inc. (“Grayscale Investments”), a Delaware corporation incorporated in connection with the Reorganization, and ceded its managing member rights in GSO to Grayscale Investments. As a result of the Reorganization, Grayscale Investments is now the sole managing member of GSO, the sole member of the Sponsor.
Also in connection with the Reorganization, on October 22, 2025, DCG Grayscale Holdco, LLC (“DCG Holdco”), the sole stockholder of Grayscale Investments, elected a board of directors (the “Board”) at Grayscale Investments. Prior to the Reorganization, GSOIH’s board of directors was responsible for managing and directing the affairs of the Sponsor. As a result of the Reorganization, the Board of Grayscale Investments is responsible for managing and directing the affairs of the Sponsor, and consists of Barry Silbert, Mark Shifke, Simon Koster, Peter Mintzberg and Edward McGee, the same members as the board of directors of GSOIH prior to the Reorganization. Mr. Mintzberg and Mr. McGee also retain the authority granted to them as officers of the Sponsor under the limited liability company agreement of the Sponsor. Mr. Silbert is the Chairperson of the Board of Grayscale Investments.
DCG Holdco, Grayscale Investments, GSOIH, GSO and GSIS are all consolidated subsidiaries of Digital Currency Group, Inc.
We do not expect the Reorganization to have any material impact on the operations of the Trust.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits
Exhibit No. |
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Description |
4.1 |
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Amendment No. 1 to the Second Amended and Restated Declaration of Trust and Trust Agreement |
4.2 |
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104 |
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Cover Page Interactive Data File (the cover page XBRL tags are embedded within the inline XBRL document) |
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.
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Grayscale Investments Sponsors, LLC, as Sponsor of Grayscale Solana Trust ETF |
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Date: |
October 29, 2025 |
By: |
/s/ Edward McGee |
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Name: Edward McGee |
* 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.
Exhibit 4.1
AMENDMENT NO. 1 TO THE SECOND AMENDED AND RESTATED DECLARATION OF TRUST AND TRUST AGREEMENT
This AMENDMENT NO. 1 (THE “AMENDMENT”) TO THE SECOND AMENDED AND RESTATED DECLARATION OF TRUST AND TRUST AGREEMENT of GRAYSCALE SOLANA TRUST (SOL) is made and entered into as of the 27th day of October, 2025, by and among GRAYSCALE INVESTMENTS SPONSORS, LLC, a Delaware limited liability company, CSC DELAWARE TRUST COMPANY, a Delaware corporation, as trustee, and the SHAREHOLDERS from time to time hereunder.
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RECITALS
WHEREAS, the Sponsor and the Trustee entered into the Second Amended and Restated Declaration of Trust and Trust Agreement dated as of September 19, 2025, as may be amended from time to time (the “Trust Agreement”);
WHEREAS, Section 10.1 of the Trust Agreement provides that the Sponsor and the Trustee may amend the Trust Agreement without the consent of the Shareholders, subject to certain exceptions;
WHEREAS, pursuant to Section 10.1(a)(i), the Sponsor wishes to amend the Trust Agreement to amend the name of the Trust, with such amendment to be effective immediately as of 4:01pm, New York City time, on October 28, 2025; and
WHEREAS, the Sponsor and the Trustee wish to amend the Trust Agreement pursuant to Section 10.1(a)(i) thereof, to reduce the Sponsor’s Fee from 2.5% to 0.35%, with such amendment to be effective the day the Shares first list and trade on NYSE Arca, Inc.
NOW, THEREFORE, pursuant to Section 10.1(a)(i) of the Trust Agreement, the Trustee and the Sponsor hereby amend the Trust Agreement as set forth below.
ARTICLE I AMENDMENTS
SECTION 1.1 Amendments.
(a) As of 4:01pm, New York City time, on October 28, 2025, Section 1.2 of the Trust Agreement is hereby amended and restated in its entirety to read as follows:
Exhibit 4.1
SECTION 1.2 Name.
The name of the Trust is “Grayscale Solana Trust ETF” in which name the Trustee and the Sponsor shall cause the Trust to carry out its purposes as set forth in Section 1.5, make and execute contracts and other instruments in the name and on behalf of the Trust and sue and be sued in the name and on behalf of the Trust.
(b) As used in the Trust Agreement, all references to “Grayscale Solana Trust (SOL)” are hereby amended to refer to “Grayscale Solana Trust ETF.”
(c) On the day the Shares first list and trade on NYSE Arca, Inc., Section 6.8(a)(i) of the Trust Agreement is amended as follows (with strike through representing deletions and double underlining representing additions):
SECTION 6.8 Expenses and Limitations Thereon.
(a) Sponsor’s Fee.
(i) The Trust shall pay to the Sponsor a fee (the “Sponsor’s Fee”), payable in SOL (except as provided in Section 6.8(a)(iv)), which shall accrue daily in U.S. Dollars at an annual rate of 2.5% 0.35% of the NAV Fee Basis Amount of the Trust as of 4:00 p.m., New York time, on each day; provided that for a day that is not a Business Day, the calculation shall be based on the NAV Fee Basis Amount from the most recent Business Day, reduced by the accrued and unpaid Sponsor’s Fee for such most recent Business Day and for each day after such most recent Business Day and prior to the relevant calculation date. The amount of SOL payable in respect of each daily U.S. Dollar accrual shall be determined by reference to the same Index Price used to determine such accrual. The Sponsor’s Fee is payable to the Sponsor daily in arrears.
(d) Section 13.11 of the Trust Agreement is hereby amended and restated in its entirety to read as follows:
SECTION 13.11 Integration. This Trust Agreement and Amendment No. 1 thereto constitute the entire agreement among the parties hereto pertaining to the subject matter hereof and supersede all prior agreements and understandings pertaining thereto.
ARTICLE II MISCELLANEOUS
SECTION 2.1 Governing Law. The validity and construction of this Amendment shall be governed by the laws of the State of Delaware, and the rights of all parties hereto and the effect of every provision hereof shall be subject to and construed according to the laws of the State of Delaware without regard to the conflict of laws provisions thereof.
Exhibit 4.1
SECTION 2.2 Provisions In Conflict With Law or Regulations.
(a) The provisions of this Amendment are severable, and if the Sponsor shall determine, with the advice of counsel, that any one or more of such provisions (the “Conflicting Provisions”) are in conflict with the Code, the Delaware Trust Statute, the Securities Act, if applicable, or other applicable U.S. federal or state laws or the rules and regulations of any Secondary Market, the Conflicting Provisions shall be deemed never to have constituted a part of this Amendment, even without any amendment of this Amendment pursuant to this Amendment; provided, however, that such determination by the Sponsor shall not affect or impair any of the remaining provisions of this Amendment or the Trust Agreement, or render invalid or improper any action taken or omitted prior to such determination. No Sponsor or Trustee shall be liable for making or failing to make such a determination.
(b) If any provision of this Amendment shall be held invalid or unenforceable in any jurisdiction, such holding shall not in any manner affect or render invalid or unenforceable such provision in any other jurisdiction or any other provision of this Amendment in any jurisdiction.
SECTION 2.3 Construction. In this Amendment, unless the context otherwise requires, words used in the singular or in the plural include both the plural and singular and words denoting any gender include all genders. The title and headings of different parts are inserted for convenience and shall not affect the meaning, construction or effect of this Amendment.
SECTION 2.4 Counterparts; Electronic Signatures. This Amendment may be executed in one or more counterparts (including those by facsimile or other electronic means), all of which shall constitute one and the same instrument binding on all of the parties hereto, notwithstanding that all parties are not signatory to the original or the same counterpart. This Amendment, to the extent signed and delivered by means of a facsimile machine or other electronic transmission, shall be treated in all manner and respects as an original agreement and shall be considered to have the same binding legal effect as if it were the original signed version thereof delivered in person.
SECTION 2.5 Defined Terms. For purposes of this Amendment, any capitalized terms used and not defined herein shall have the same respective meanings as assigned to them in the Trust Agreement.
SECTION 2.6 Authorization. The Sponsor hereby authorizes and directs the Trustee to execute this Amendment and to execute and file the Certificate of Amendment, substantially in the form attached hereto as Exhibit A, with the Secretary of State of the State of Delaware.
[Signature Page Follows]
Exhibit 4.1
IN WITNESS WHEREOF, the undersigned have duly executed this Amendment No. 1 to the Second Amended and Restated Declaration of Trust and Trust Agreement as of the day and year first above written.
CSC DELAWARE TRUST COMPANY, as Trustee
By: /s/ James Grier
Name: James Grier
Title: Vice President
GRAYSCALE INVESTMENTS SPONSORS, LLC, as Sponsor
By: /s/ Craig Salm
Name: Craig Salm
Title: Chief Legal Officer
[Signature Page to Amendment No. 1 to Second Amended and Restated Trust Agreement]
Exhibit 4.1
EXHIBIT A
FORM OF CERTIFICATE OF AMENDMENT TO CERTIFICATE OF TRUST FOR THE TRUST
Exhibit 4.1
CERTIFICATE OF AMENDMENT
TO
CERTIFICATE OF TRUST
OF
grayscale solana trust (SOL)
This Certificate of Amendment to the Certificate of Trust of Grayscale Solana Trust (SOL) (the “Trust”) is being duly executed and filed, to amend the Certificate of Trust (the “Certificate of Trust”) of a statutory trust formed under the Delaware Statutory Trust Act (12 Del. C. § 3801 et seq.) (the “Act”).
1. Name. The name of the statutory trust amended hereby is Grayscale Solana Trust (SOL).
2. Amendment of Certificate. The Certificate of Trust of the Trust is hereby amended by changing the name of the Trust to Grayscale Solana Trust ETF.
3. Effective Date. This Certificate of Amendment shall be effective as of 4:01pm, New York City time, on October 28, 2025.
IN WITNESS WHEREOF, the undersigned has duly executed this Certificate of Amendment in accordance with Section 3811(a)(2) of the Act.
CSC DELAWARE TRUST COMPANY, not in its individual capacity but solely as Trustee of the Trust
By:
Name: James Grier
Title: Vice President