10-Q
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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

FORM 10-Q

 

(Mark One)

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

For the quarterly period ended March 31, 2026

or

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: 001-42165

 

Invesco Galaxy Solana ETF

(Exact name of registrant as specified in its charter)

 

 

Delaware

 

93-6866177

(State or Other Jurisdiction of

Incorporation or Organization)

 

(I.R.S. Employer

Identification No.)

 

 

 

c/o Invesco Capital Management LLC

3500 Lacey Road, Suite 700

Downers Grove, Illinois

 

60515

(Address of Principal Executive Offices)

 

(Zip Code)

Registrant’s telephone number, including area code: (800) 983-0903

 

Securities registered pursuant to Section 12(b) of the Act:

Title of each class

Trading Symbol(s)

Name of each exchange on which registered

Common Shares of Beneficial Interest

QSOL

Cboe BZX Exchange, 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

 

Indicate the number of outstanding Shares as of March 31, 2026: 665,000

 

 

 


 

INVESCO GALAXY SOLANA ETF

QUARTER ENDED MARCH 31, 2026

TABLE OF CONTENTS

 

 

 

 

 

 

Page

PART I.

 

FINANCIAL INFORMATION

 

1

 

 

 

 

 

 

 

 

 

ITEM 1.

 

Financial Statements

 

1

 

 

 

Notes to Unaudited Financial Statements

 

7

 

 

ITEM 2.

 

Management’s Discussion and Analysis of Financial Condition and Results of Operations

 

14

 

 

ITEM 3.

 

Quantitative and Qualitative Disclosures About Market Risk

 

18

 

 

ITEM 4.

 

Controls and Procedures

 

18

 

 

 

 

 

 

 

PART II.

 

OTHER INFORMATION

 

18

 

 

 

 

 

 

 

 

 

Item 1.

 

Legal Proceedings

 

18

 

 

Item 1A.

 

Risk Factors

 

18

 

 

Item 2.

 

Unregistered Sales of Equity Securities and Use of Proceeds

 

18

 

 

Item 3.

 

Defaults Upon Senior Securities

 

19

 

 

Item 4.

 

Mine Safety Disclosures

 

19

 

 

Item 5.

 

Other Information

 

19

 

 

Item 6.

 

Exhibits

 

20

 

 

 

 

 

 

SIGNATURES

 

21

 

i


 

PART I. FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS.

Invesco Galaxy Solana ETF

Statements of Financial Condition

March 31, 2026 and December 31, 2025

(Unaudited)

 

 

 

March 31,

 

 

December 31,

 

 

 

2026

 

 

2025

 

Assets

 

 

 

 

 

 

Investments in Solana, at value (cost $6,776,792 and $2,486,522, respectively)

 

$

5,570,138

 

 

$

2,241,724

 

Cash held by custodian

 

 

 

 

 

500

 

Total Assets

 

$

5,570,138

 

 

$

2,242,224

 

Liabilities

 

 

 

 

 

 

Payable for:

 

 

 

 

 

 

Accrued Sponsor Fee

 

$

1,056

 

 

 

259

 

Due to broker

 

 

 

 

 

500

 

Total Liabilities

 

 

1,056

 

 

 

759

 

Commitments and Contingencies (Note 9)

 

 

 

 

 

 

Net Assets

 

$

5,569,082

 

 

$

2,241,465

 

Net assets consist of:

 

 

 

 

 

 

Paid-in-capital

 

$

6,772,282

 

 

$

2,485,077

 

Distributable earnings (loss)

 

 

(1,203,200

)

 

 

(243,612

)

 

$

5,569,082

 

 

$

2,241,465

 

Shares outstanding

 

 

665,000

 

 

 

180,000

 

Net asset value per share

 

$

8.37

 

 

$

12.45

 

Market value per share

 

$

8.30

 

 

$

12.41

 

 

See accompanying Notes to Unaudited Financial Statements which are an integral part of the financial statements.

1


 

Invesco Galaxy Solana ETF

Schedule of Investments

March 31, 2026

(Unaudited)

Description

 

Quantity

 

 

Cost

 

 

Fair Value

 

 

% of Net Assets

 

Cryptocurrency

 

 

 

 

 

 

 

 

 

 

 

 

Solana (a)

 

 

66,812

 

 

$

6,776,792

 

 

$

5,570,138

 

 

 

100.02

%

Total Investments

 

 

66,812

 

 

$

6,776,792

 

 

$

5,570,138

 

 

 

100.02

%

Other Assets Less Liabilities

 

 

 

 

 

 

 

$

(1,056

)

 

 

(0.02

)%

Net assets

 

 

 

 

 

 

 

$

5,569,082

 

 

 

100.00

%

(a)
$2,799,762 of Solana was staked as of March 31, 2026.

 

See accompanying Notes to Unaudited Financial Statements which are an integral part of the financial statements.

 

2


 

Invesco Galaxy Solana ETF

Schedule of Investments

December 31, 2025

(Unaudited)

 

Description

 

Quantity

 

 

Cost

 

 

Fair Value

 

 

% of Net Assets

 

Cryptocurrency

 

 

 

 

 

 

 

 

 

 

 

 

Solana (a)

 

 

18,013

 

 

$

2,486,522

 

 

$

2,241,724

 

 

 

100.01

%

Total Investments

 

 

18,013

 

 

$

2,486,522

 

 

$

2,241,724

 

 

 

100.01

%

Other Assets Less Liabilities

 

 

 

 

 

 

 

$

(259

)

 

 

(0.01

)%

Net assets

 

 

 

 

 

 

 

$

2,241,465

 

 

 

100.00

%

(a)
$561,464 of Solana was staked as of December 31, 2025.

 

See accompanying Notes to Unaudited Financial Statements which are an integral part of the financial statements.

3


 

Invesco Galaxy Solana ETF

Statements of Income and Expenses

For the Three Months Ended March 31, 2026

(Unaudited)

 

 

 

Three Months Ended

 

 

 

March 31, 2026

 

Income

 

 

 

Staking Income, Net

 

$

19,853

 

Total Income

 

 

19,853

 

Expenses

 

 

 

Sponsor Fee

 

 

1,998

 

Total Expenses

 

 

1,998

 

Net Investment Income (Loss)

 

 

17,855

 

Net Realized and Net Change in Unrealized Gain (Loss)

 

 

 

Net Realized Gain (Loss) on

 

 

 

Investments in Solana Sold to Pay Sponsor Fee

 

 

(467

)

Investments in Solana Sold for Distributions

 

 

(5,796

)

Net Realized Gain (Loss)

 

 

(6,263

)

Net Change in Unrealized Gain (Loss) on Investments in
  Solana

 

 

(961,856

)

Net Realized and Net Change in Unrealized Gain (Loss) on Investments in Solana

 

 

(968,119

)

Net Income (Loss)

 

$

(950,264

)

 

See accompanying Notes to Unaudited Financial Statements which are an integral part of the financial statements.

4


 

Invesco Galaxy Solana ETF

Statement of Changes in Shareholders’ Equity

For the Three Months Ended March 31, 2026

(Unaudited)

 

 

 

 

Total

 

 

 

Shares

 

 

Shareholders'
Equity

 

Balance at December 31, 2025

 

 

180,000

 

 

$

2,241,465

 

Purchases of Shares

 

 

485,000

 

 

 

4,287,208

 

Redemption of Shares

 

 

 

 

 

 

Net Increase (Decrease) due to Share Transactions

 

 

485,000

 

 

 

4,287,208

 

Distributions to Shareholders

 

 

 

 

 

(9,327

)

Net Income (Loss)

 

 

 

 

 

 

Net Investment Income (Loss)

 

 

 

 

 

17,855

 

Net Realized Gain (Loss) on Investments in Solana Sold for Sponsor Fee and Distributions

 

 

 

 

 

(6,263

)

Net Change in Unrealized Gain (Loss) on Investments in Solana

 

 

 

 

 

(961,856

)

Net Income (Loss)

 

 

 

 

 

(950,264

)

Net Change in Shareholders' Equity

 

 

485,000

 

 

 

3,327,617

 

Balance at March 31, 2026

 

 

665,000

 

 

$

5,569,082

 

 

See accompanying Notes to Unaudited Financial Statements which are an integral part of the financial statements.

 

 

 

5


 

Invesco Galaxy Solana ETF

Statement of Cash Flows

For the Three Months Ended March 31, 2026

(Unaudited)

 

 

 

2026

 

Cash flows from operating activities:

 

 

 

Net Income (Loss)

 

$

(950,264

)

Adjustments to reconcile net income (loss) to net cash provided by (used in) operating activities:

 

 

 

Cost of Solana purchased

 

 

(4,287,208

)

Staking income, net

 

 

(19,853

)

Proceeds from Solana sold to pay Sponsor Fee

 

 

1,201

 

Proceeds from Solana sold for Distributions

 

 

9,327

 

Net Realized (Gain) Loss on Investments in Solana Sold to pay Sponsor Fee

 

 

467

 

Net Realized (Gain) Loss on Investments in Solana Sold for Distributions

 

 

5,796

 

Net Change in Unrealized (Gain) Loss on Investments in Solana

 

 

961,856

 

Change in operating assets and liabilities:

 

 

 

Accrued Sponsor Fee

 

 

797

 

Due to broker

 

 

(500

)

Net cash provided by (used in) operating activities

 

 

(4,278,381

)

Cash flows from financing activities:

 

 

 

Distributions paid to Shareholders

 

 

(9,327

)

Proceeds from purchases of Shares

 

 

4,287,208

 

Net cash provided by (used in) financing activities

 

 

4,277,881

 

Net change in cash

 

 

(500

)

Cash at beginning of period

 

 

500

 

Cash at end of period

 

$

 

 

See accompanying Notes to Unaudited Financial Statements which are an integral part of the financial statements.

6


 

Invesco Galaxy Solana ETF

Notes to Unaudited Financial Statements

March 31, 2026

Note 1 – Organization

Invesco Galaxy Solana ETF (the “Trust”) is a Delaware statutory trust formed on June 12, 2025, pursuant to the Delaware Statutory Trust Act (the “DSTA”). The Trust continuously issues common shares representing fractional undivided beneficial interest in and ownership of the Trust (“Shares”). The Trust operates pursuant to its Amended and Restated Declaration of Trust and Trust Agreement, dated as of November 28, 2025 (the “Trust Agreement”). CSC Delaware Trust Company, a Delaware trust company, is the Delaware trustee of the Trust (the “Trustee”). The Trust is managed and controlled by Invesco Capital Management LLC (the “Sponsor”).

The Trust offers Shares only to certain eligible financial institutions (“Authorized Participants”) in one or more blocks of 5,000 Shares (“Creation Baskets”) based on the quantity of Solana (“SOL”) attributable to each Share of the Trust. The Trust has an unlimited number of shares authorized for issuance.

On October 16, 2025, Invesco Ltd., subject to certain conditions, purchased 4,000 Shares in exchange for $100,000, which comprised the initial purchase of the Trust’s Shares (the “Initial Seed Shares”). Delivery of the Shares was made on October 16, 2025. On December 10, 2025, Invesco Ltd. redeemed all of its Initial Seed Shares for cash at a per-Share price of $25.00 for a total redemption value of $100,000. At the same time on December 10, 2025, Invesco Ltd. created 175,000 shares at a price of $13.837 per Share based on the Lukka Prime Solana Reference Rate (the “Benchmark”) price as of 4:00 p.m. Eastern Time on December 10, 2025. The Benchmark is designed to provide an estimated fair market value price for SOL, based on the execution price of SOL on its principal market. The price of the Shares acquired by the Invesco Ltd. was determined based on the price of the Benchmark. As of March 31, 2026, Invesco Ltd. no longer held any of the Trust's shares.

Effective December 9, 2025, the Trust’s registration statement was declared effective by the U.S. Securities and Exchange Commission (the “SEC”). The Trust commenced trading on the Cboe BZX Exchange, Inc. (the “Exchange”) on December 15, 2025.

The Trust’s investment objective is to reflect the performance of the spot price of SOL as measured using the Benchmark, as adjusted to reflect the SOL staking rewards earned by the Trust and the Trust’s expenses and other liabilities. The Trust expects to outperform the Benchmark before taking its expenses and liabilities into account due to its plans to receive SOL staking rewards. In seeking to achieve its investment objective, the Trust holds SOL and will seek to stake substantially all of its SOL to earn staking rewards to the extent the Trust, in the Sponsor’s sole discretion, can engage in staking without undue legal or regulatory risk, including jeopardizing its status as a grantor trust for U.S. federal income tax purposes (the “Staking Condition”). The Trust will value its Shares each day when the Exchange is open for regular trading (a “Business Day”) as of 4:00 p.m. ET. Coinbase Custody Trust Company, LLC (the “Solana Custodian”) holds all of the Trust’s SOL on the Trust’s behalf as Solana Custodian.

The Bank of New York Mellon (“BNYM”), the Trust’s “Administrator,” calculates, and the Sponsor publishes, the Trust's Net Asset Value (“NAV”) once each business day. To calculate the NAV, the Administrator totals the current market value of SOL in the Trust and any other assets, and subtracts any liabilities including accrued but unpaid expenses. The Trust's NAV is an amount denominated in U.S. dollars.

This Quarterly Report (the “Report”) covers the three months ended March 31, 2026. The accompanying unaudited financial statements were prepared in accordance with accounting principles generally accepted in the United States (“U.S. GAAP”) for interim financial information and with the instructions for Form 10-Q and the rules and regulations of the SEC. In the opinion of management, all material adjustments, consisting only of normal recurring adjustments, considered necessary for a fair statement of the interim period financial statements have been made. Interim period results are not necessarily indicative of results for a full-year period. These financial statements and the notes thereto should be read in conjunction with the Trust’s financial statements included in its Annual Report on Form 10-K for the period ended December 31, 2025, as filed with the SEC on March 6, 2026.

Note 2 – Summary of Significant Accounting Policies

A.
Basis of Presentation

The financial statements of the Trust have been prepared using U.S. GAAP. The Trust is considered an investment company under U.S. GAAP for financial statement purposes and follows the accounting and reporting guidance applicable to investment companies in the Financial Accounting Standards Board (“FASB”) Accounting Standards Codification Topic 946, Financial ServicesInvestment Companies, but is not registered, and is not required to be registered, under the Investment Company Act of 1940, as amended.

7


 

B.
Accounting Estimates

The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities at the date of the financial statements. Actual results could differ from those estimates. In addition, the Trust monitors for material events or transactions that may occur or become known after the period-end date and before the date the financial statements are issued.

C. Segment Reporting

The Trust represents a single operating segment, in accordance with ASC 280, Segment Reporting. Subject to the oversight and, when applicable, approval of the Board of Managers, portfolio managers and senior executives at the Sponsor act as the Trust’s chief operating decision maker (“CODM”), assessing performance and making decisions about resource allocation within the Trust. The CODM monitors the operating results as a whole, and the Trust's long-term strategic asset allocation is determined in accordance with the terms of its prospectus based on a defined investment strategy. The financial information provided to and reviewed by the CODM is consistent with that presented in the Trust's financial statements.

D.
Cash and Cash Equivalents

The Trust defines cash as cash held by the Cash Custodian (as defined below). There were no cash equivalents held by the Trust as of March 31, 2026 and December 31, 2025.

E.
Investment Valuations

The Trust applies FASB ASC Topic 820, Fair Value Measurement, in the valuation of SOL held by the Trust and for financial statement purposes. The fair market value price for SOL reflects the price that would be received for SOL in a current sale, which assumes an orderly transaction between market participants on the measurement date of SOL on its “principal market,” generally, the most advantageous market. Market participants are defined as buyers and sellers in the principal or most advantageous market that are independent, knowledgeable, and willing and able to transact. The Trust determines its principal market (or in the absence of a principal market the most advantageous market) on a periodic basis to determine which market is its principal market for the purpose of calculating fair value for the creation of quarterly and annual financial statements. Issuer-specific events, market trends, bid/asked quotes of brokers and information providers and other data may be reviewed in the course of making a good faith determination of a security’s fair value.

F.
Investment Transactions

SOL transactions are accounted for on a trade date basis. Realized gains or losses from the sale or disposition of SOL are determined on a specific identification basis and recognized in the Statements of Income and Expenses in the period in which the sale or disposition occurs, respectively.

G.
Distributions

The Sponsor, on behalf of the Trust, intends to liquidate certain staking rewards for cash to be distributed to Shareholders quarterly. An income distribution was paid on March 27, 2026 to holders of record as of March 23, 2026 at a rate of $0.0143 per Share and a total distribution of $9,327.

H.
Routine Operational, Administrative and Other Ordinary Expenses

The Sponsor is responsible for all routine operational, administrative and other ordinary expenses of the Trust, including, but not limited to, the Trustee’s fees, the fees of the BNYM (the Administrator and the “Transfer Agent”) (for its services as the Administrator, Transfer Agent, and Cash Custodian (defined herein)), the fees of the Solana Custodian, the fees of Galaxy Digital Funds LLC (the “Execution Agent”), Exchange listing fees, SEC registration fees, printing and mailing costs, legal costs and audit fees. The Trust does not reimburse the Sponsor for the routine operational, administrative and other ordinary expenses of the Trust. Accordingly, such expenses are not reflected in the Statements of Income and Expense of the Trust.

The Trust receives a portion of the staking rewards earned through its staking program in the form of SOL. The Staking Provider (as defined below) and Sponsor are entitled to receive a fee for their respective roles in facilitating the Trust's staking program (collectively, "Staking Expenses"). The Trust will pay the Staking Expenses at a rate of 3% of the gross staking rewards received by the Trust. The staking rewards earned by the Trust will accrue to the Trust’s account with the Solana Custodian and will generally be staked in the same way as the Trust’s already staked SOL. The expenses of staking the Trust’s SOL is paid from the

8


 

proceeds of the Trust's staking program and the Trust will retain the remaining amount of the staking rewards. The Sponsor, on behalf of the Trust, intends to liquidate staking rewards for cash to be distributed to Shareholders quarterly.

I.
Non-Recurring Fees and Expenses

In certain cases, the Trust will pay for some expenses in addition to the Sponsor Fee (defined herein). These exceptions include expenses not assumed by the Sponsor (i.e., expenses other than those identified in Section G of this Note 2), litigation and indemnification expenses, judgments, transactional expenses, taxes and other expenses not expected to be incurred in the ordinary course of the Trust’s business. The only expense of the Trust during the three months ended March 31, 2026 was the Sponsor Fee.

J.
Federal Income Taxes

The Sponsor intends to take the position that the Trust is properly treated as a grantor trust for U.S. federal income tax purposes. Assuming that the Trust is a grantor trust, the Trust will not be subject to U.S. federal income tax and, therefore, no provision for federal income taxes is required. Rather, if the Trust is a grantor trust, each beneficial owner of Shares will be treated as directly owning its pro rata share of the Trust’s assets and a pro rata portion of the Trust’s income, gain, losses and deductions will “flow through” to each beneficial owner of Shares.

K.
Staking

The Sponsor seeks to stake substantially all of the Trust’s assets through one or more trusted Staking Providers, except as necessary to (i) pay the Sponsor Fee or other Trust expenses, (ii) satisfy existing and reasonably foreseen potential redemption requests, (iii) address regulatory or tax concerns raised by staking activities or (iv) to maintain unstaked SOL in the Liquidity Sleeve.

The Trust receives the staking rewards earned through its staking program in the form of SOL. Staking rewards are accrued as earned and are calculated based on the amount of SOL staked and current blockchain protocols. While the Trust’s assets are delegated to the Staking Provider for staking activities, the Trust maintains all right, title and interest to the staked SOL; and as such, the staked assets are reflected in Investments in Solana, at fair value on the Statement of Financial Condition.

The Staking Provider and Sponsor are entitled to receive a fee for their respective roles in facilitating the Trust's staking program (collectively, "Staking Expenses"). The Trust will pay the Staking Expenses at a rate of 3% of the gross staking rewards received by the Trust. For the three months ended March 31, 2026, there were no Staking Expenses paid to the Sponsor. The staking rewards earned by the Trust in the form of SOL will accrue to the Trust’s account with the Solana Custodian and will generally be staked by the Trust. The expenses of staking the Trust’s SOL is paid from the proceeds of the Trust's staking program and the Trust will retain the remaining amount of the staking rewards. Staking rewards, net of Staking Expenses are reflected as Staking Income, Net on the Statement of Income and Expense.

The staking rewards received by the Trust may be treated as income for U.S. federal income tax purposes. The Sponsor, on behalf of the Trust, intends to liquidate certain staking rewards for cash to be distributed to Shareholders quarterly. The treatment of staking in a grantor trust for U.S. federal income tax purposes is still developing. As a grantor trust, the Trust can undertake only certain types of activities. The Trust will not acquire and will disclaim any Incidental Right or Incidental Right asset received, for example as a result of “forks” or “airdrops,” and such assets will not be taken into account for purposes of determining NAV.

 

Note 3 – Concentration Risk

Unlike other funds that may invest in diversified assets, the Trust’s investment strategy is concentrated in a single asset: SOL. This concentration maximizes the degree of the Trust’s exposure to a variety of market risks associated with SOL, including the rise or fall in its price, sometimes rapidly or unexpectedly. By concentrating its investment strategy solely in SOL, any losses suffered as a result of a decrease in the value of SOL can be expected to reduce the value of an interest in the Trust proportionately and will not be offset by other gains if the Trust were to invest in underlying assets that were diversified. There is no assurance that SOL will maintain its long-term value in terms of purchasing power in the future. In the event that the price of SOL declines, the Sponsor expects the value of an investment in the Shares to decline proportionately. Each of these events could have a material effect on the Trust’s financial position and the results of its operations.

Note 4 – Service Providers and Related Party Agreements

The Trustee

CSC Delaware Trust Company, a Delaware trust company, acts as the Trustee of the Trust as required to create a Delaware statutory trust in accordance with the Trust Agreement and the DSTA. Under the Trust Agreement, the duties of the Trustee are limited to (i) accepting legal process served on the Trust in the State of Delaware and (ii) at the direction of the Sponsor, the execution

9


 

of any certificates required to be filed with the Secretary of State of the State of Delaware which the Trustee is required to execute under the DSTA.

The Sponsor

Invesco Capital Management LLC is the Sponsor of the Trust. The Sponsor arranged for the creation of the Trust and is responsible for the ongoing registration of the Shares for their public offering, the listing of Shares on the Exchange and valuing the SOL held by the Trust. The Sponsor is a limited liability company formed in the state of Delaware on February 7, 2003, and is a wholly-owned subsidiary of Invesco Ltd. Invesco Ltd. and its subsidiaries, including the Sponsor, are an independent global investment management group.

The Trust pays the Sponsor a unified fee (the “Sponsor Fee”) in an amount equal to 0.25% per annum of the daily total net assets of the Trust as compensation for services performed under the Trust Agreement. The Trust’s only ordinary recurring expense is the Sponsor Fee. The Sponsor Fee is accrued daily and paid monthly in arrears on the first Business Day of the month in U.S. dollars, and is calculated by the Administrator. The Sponsor also paid the costs of the Trust’s organization.

To cover the Sponsor Fee, and extraordinary expenses not assumed by the Sponsor, the Sponsor or its delegate will cause the Trust (or its delegate) to instruct the Execution Agent to convert SOL held by the Trust into U.S. dollars. Extraordinary expenses include, but are not limited to, taxes and governmental charges, any applicable brokerage commissions, financing fees, Solana network fees and similar transaction fees, expenses and costs of any extraordinary services performed by the Sponsor (or any other service provider) on behalf of the Trust to protect the Trust or the interests of Shareholders (including, for example, in connection with any fork of the Solana blockchain), any indemnification of the Sponsor, Cash Custodian, Solana Custodian, Administrator or other agents, service providers or counterparties of the Trust and extraordinary legal fees and expenses, including any legal fees and expenses incurred in connection with litigation, regulatory enforcement or investigation matters. The NAV of the Trust and the number of SOL represented by a Share will decline each time the Trust accrues the Sponsor Fee or any Trust expenses not assumed by the Sponsor. The Trust is not responsible for paying any costs associated with the transfer of SOL to or from the Trust in connection with paying the Sponsor Fee or in connection with creation and redemption transactions.

The Administrator

BNYM serves as the Trust’s Administrator. Under the trust administration and accounting agreement, the Administrator provides necessary administrative, tax and accounting services and financial reporting for the maintenance and operations of the Trust, including calculating the NAV of the Trust, determining the net assets of the Trust, and calculating the size of creation baskets.

The Transfer Agent

BNYM also serves as the Transfer Agent for the Trust. The Transfer Agent is responsible for (1) issuing and redeeming Shares in connection with creation and redemption transactions, (2) responding to correspondence by Shareholders and others relating to its duties, (3) maintaining Shareholder accounts and (4) making periodic reports to the Trust.

The Solana Custodian

Coinbase Custody Trust Company, LLC serves as the Trust’s Solana Custodian. Under the Solana Custody Agreement, the Solana Custodian is responsible for (1) safekeeping all of the SOL owned by the Trust, (2) opening an account that holds the Trust’s SOL and (3) facilitating the transfer of SOL required for the operation of the Trust, as directed by the Sponsor. The Solana Custodian is chartered as a limited purpose trust company by the New York State Department of Financial Services (“NYSDFS”) and is authorized by the NYSDFS to provide digital asset custody services. The Solana Custodian is a wholly-owned subsidiary of Coinbase Global, Inc.

The Cash Custodian

BNYM serves as the Trust's cash custodian (the “Cash Custodian”). Under the Cash Custody Agreement, the Cash Custodian is responsible for holding the Trust's cash in connection with creation and redemption transactions effected in cash. The Cash Custodian is a New York state-chartered bank and a member of the Federal Reserve System.

The Staking Provider

Galaxy Blockchain Infrastructure LLC, an affiliate of the Execution Agent (as defined below), serves as a Staking Provider with respect to the Trust’s SOL. The Staking Provider stakes the Trust’s SOL as the node operator and will operate a validator by which the Trust’s SOL is staked. The Staking Provider will perform its staking services in collaboration with the Solana Custodian, as the SOL is staked directly from the Trust’s account with the Solana Custodian.

10


 

The Marketing Agent

Invesco Distributors, Inc. (the “Marketing Agent”) is responsible for: (1) working with the Transfer Agent to review and approve, or reject, purchase and redemption orders of Creation Baskets placed by Authorized Participants with the Transfer Agent; and (2) reviewing and approving the marketing materials prepared by the Trust for compliance with applicable SEC and Financial Industry Regulatory Authority advertising laws, rules, and regulations.

The Execution Agent

The Sponsor has entered into an agreement with Galaxy Digital Funds LLC, a subsidiary of Galaxy Digital LP (“Galaxy”), to serve as Execution Agent. The Trust from time to time will be required to sell SOL in such quantities as necessary to permit payment of the Sponsor Fee and any Trust expenses and liabilities not assumed by the Sponsor. The Sponsor has engaged the Execution Agent to sell SOL on the Trust’s behalf in such circumstances. The Sponsor or its delegate will cause the Trust (or its delegate) to instruct the Execution Agent to sell SOL at approximately the price at which it is valued by the Trust and in the smallest amounts required to permit such payments as they become due, with the intention of minimizing the Trust’s holdings of assets other than SOL. Accordingly, the amount of SOL to be sold may vary from time to time depending on the level of the Trust’s expenses and liabilities and the market price of SOL. The Trust also may utilize the services of the Execution Agent to purchase or sell SOL in connection with cash creations and redemptions.

In addition, as part of this agreement, the Execution Agent has agreed to co-brand and co-market the Trust, and the Sponsor has licensed the use of certain Galaxy trademarks, service marks and trade names in connection with the Trust.

Galaxy is a subsidiary of Galaxy Digital Holdings LP (“Galaxy Holdings”). Galaxy Digital Holdings Ltd., which holds a limited partner interest in Galaxy Holdings, is listed on the Toronto Stock Exchange under the symbol “GLXY.”

Note 5 – Organization and Offering Costs

The Sponsor has agreed to pay the organizational and initial offering costs of the Trust and the Trust will not be obligated to reimburse the Sponsor. The organizational and initial offering costs include preparation and filing of incorporation documents, bylaws, declarations of trust, registration statements, board materials, state and federal registration of shares and audit fees. As a result, the Trust’s financial statements do not reflect these organizational and offering costs.

Note 6 – Additional Valuation Information

U.S. GAAP defines fair value as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date, under current market conditions. U.S. GAAP establishes a hierarchy that prioritizes the inputs to valuation methods, giving the highest priority to readily available unadjusted quoted prices in an active market for identical assets (Level 1) and the lowest priority to significant unobservable inputs (Level 3), generally when market prices are not readily available or are unreliable. Based on the valuation inputs, the securities or other investments are tiered into one of three levels. Changes in valuation methods or market conditions may result in transfers in or out of an investment’s assigned level:

Level 1: Prices are determined using quoted prices in an active market for identical assets.

Level 2: Prices are determined using other significant observable inputs. Observable inputs are inputs that other market participants may use in pricing a security. These may include quoted prices for similar securities, interest rates, prepayment speeds, credit risk, yield curves, loss severities, default rates, discount rates, volatilities and others.

Level 3: Prices are determined using significant unobservable inputs. In situations where quoted prices or observable inputs are unavailable (for example, when there is little or no market activity for an investment at the end of the period), unobservable inputs may be used. Unobservable inputs reflect the Trust’s own assumptions about the factors market participants would use in determining fair value of the securities or instruments and would be based on the best available information.

As of March 31, 2026 and December 31 2025, the investments in this Trust were valued based on Level 1 inputs. The levels assigned to the investment valuations may not be an indication of the risk or liquidity associated with investing in those investments. Because of the inherent uncertainties of valuation, the values reflected in the financial statements may materially differ from the value received upon actual sale of those investments.

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Note 7 – Investments in SOL

The Trust expects to purchase or sell SOL in connection with cash creation or redemption transactions, and may sell SOL to pay certain expenses, including the Sponsor Fee.

The following is a summary of the transactions in, and earnings from, investments in SOL for the three months ended March 31, 2026.

 

 

Fair Value

 

 Opening Balance as of 12/31/2025

 

$

2,241,724

 

 Purchases at Cost

 

 

4,287,208

 

 Proceeds from Sales to Pay Sponsor Fee

 

 

(1,201

)

 Proceeds from Solana Sold for Distributions

 

 

(9,327

)

 Staking Income, Net

 

 

19,853

 

 Change in Unrealized Appreciation (Depreciation)

 

 

(961,856

)

 Net Realized Gain (Loss) on Investments in Solana Sold to Pay Sponsor Fee

 

 

(467

)

 Net Realized Gain (Loss) on Investments in Solana Sold for Distributions

 

 

(5,796

)

 Ending Balance as of 03/31/2026

 

$

5,570,138

 

 

 

 

 

 

Note 8 – Share Purchases and Redemptions

The Trust will process all creations and redemptions of Shares in transactions with Authorized Participants. When the Trust issues or redeems its Shares, it will do so only in Creation Baskets based on the quantity of SOL attributable to each Share of the Trust (net of accrued but unpaid Sponsor fees and any accrued but unpaid expenses or liabilities). Creation and redemption transactions are conducted in exchange for SOL in-kind or cash. Authorized Participants are the only persons that may place orders to create and redeem Creation Baskets. Authorized Participants must be (1) registered broker-dealers or other securities market participants, such as banks or other financial institutions, that are not required to register as broker-dealers to engage in securities transactions as described below, and (2) participants in DTC such as banks, dealers and trust companies (“DTC Participants”). To become an Authorized Participant, a person must enter into an Authorized Participant Agreement.

When purchasing Creation Baskets in-kind with SOL, Authorized Participants deliver SOL to the Solana Custodian. After confirming receipt of the SOL by the Solana Custodian, the Transfer Agent is authorized by the Sponsor to issue Creation Baskets of Shares to the creating Authorized Participant in satisfaction of the creation order.

When purchasing Creation Baskets, Authorized Participants will deliver cash to the Cash Custodian. The Execution Agent is responsible for acquiring the requisite amount of SOL on behalf of the Trust on an agency basis. After receipt of the SOL by the Solana Custodian, the Transfer Agent will issue Creation Baskets of Shares to the creating Authorized Participant in satisfaction of the creation order.

When redeeming Creation Baskets in-kind for SOL, the Transfer Agent will redeem the Shares and the Solana Custodian will distribute the resulting SOL to the redeeming Authorized Participant and/or its designee in satisfaction of the redemption order.

When redeeming Creation Baskets, the Execution Agent is responsible for selling the requisite amount of SOL on behalf of the Trust on an agency basis. After receipt of the cash payment, the Transfer Agent will redeem the Shares and the Cash Custodian will distribute the resulting cash to the redeeming Authorized Participant in satisfaction of the redemption order.

Note 9 – Commitments and Contingencies

The Sponsor, either in its own capacity or in its capacity as the Sponsor and on behalf of the Trust, has entered into various service agreements that contain a variety of representations, or provide indemnification provisions related to certain risks service providers undertake in performing services for the Trust. The Trust’s organizational documents provide for the Trust to indemnify the Sponsor and any affiliate of the Sponsor that provides services to the Trust to the maximum extent permitted by applicable law, subject to certain exceptions for disqualifying conduct by the Sponsor or such an affiliate. The Trust’s maximum exposure under these arrangements is unknown as this would involve future claims that may be made against the Trust that have not yet occurred. Further, the Trust has not had prior claims or losses pursuant to these contracts.

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Note 10 – Financial Highlights

The Trust is presenting the following NAV and financial highlights related to investment performance for a Share outstanding for the three months ended March 31, 2026. An individual investor’s return and ratios may vary based on the timing of capital transactions.

NAV per Share is the NAV of the Trust divided by the number of outstanding Shares at the date of each respective period presented.

 

 

 

Three Months Ended March 31,

 

 

 

2026

 

Net Asset Value

 

 

 

Net asset value per Share, beginning of period

 

$

12.45

 

Net realized and change in unrealized gain (loss) on investments in Solana (a)

 

 

(4.12

)

Net investment income (loss) (b)

 

 

0.05

 

Net income (loss)

 

 

(4.07

)

Less: Distributions to shareholders from net investment income

 

 

(0.01

)

Net asset value per Share, end of period (c)

 

$

8.37

 

Market value per Share, beginning of period (d)

 

$

12.41

 

Market value per Share, end of period (d)

 

$

8.30

 

 

 

 

 

Ratio to average Net Assets (e)

 

 

 

Net Investment income (loss)

 

 

2.23

%

Expenses

 

 

0.25

%

Total Return, at net asset value (f)

 

 

(32.67

)%

Total Return, at market value (f)

 

 

(33.01

)%

 

(a)
Net realized and change in unrealized gain (loss) on investments in Solana per share may not correlate with the Trust's net realized and unrealized gain (loss) due to timing of shareholder transactions in relation to the fluctuating market values of the Trust's investments.
(b)
Based on average shares outstanding.
(c)
For financial reporting purposes, the Trust values transactions based upon the end of reporting period price in the market. Accordingly, the investment valuations in these financial statements may differ from those used in the calculation of certain of the Trust’s final creation and redemption NAVs.
(d)
The mean between the last bid and ask prices.
(e)
Annualized.
(f)
Total Return, at NAV is calculated assuming an initial investment made at the NAV at the beginning of the period, reinvestment of all dividends and distributions at NAV during the period, and redemption of Shares at NAV on the last day of the period. Total Return, at NAV includes adjustments in accordance with U.S. GAAP and as such, the NAV for financial reporting purposes and the returns based upon those NAVs may differ from the NAVs and returns for shareholder transactions. Total Return, at market value is calculated assuming an initial investment made at the market value at the beginning of the period, reinvestment of all dividends and distributions at market value during the period, and redemption of Shares at the market value on the last day of the period. Not annualized for periods less than one year, if applicable.

 

 

 

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

This information should be read in conjunction with the financial statements and notes included in Part I, Item 1 of this Quarterly Report on Form 10-Q (the “Report”). This Report includes forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended (the “Securities Act”), and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), that involve substantial risks and uncertainties. The matters discussed throughout this Report that are not historical facts are forward-looking statements. In some cases, you can identify forward-looking statements by terminology such as “may,” “will,” “should,” “expect,” “plan,” “anticipate,” “believe,” “estimate,” “predict,” “potential” or the negative of these terms or other comparable terminology. All statements (other than statements of historical fact) included in this Report that address activities, events or developments that will or may occur in the future, including such matters as movements in the digital asset markets, operations of Invesco Galaxy Solana ETF (the “Trust”), plans and references by Invesco Capital Management LLC (the “Sponsor”) 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. These statements are based upon certain assumptions and analyses the Sponsor has made based on its perception of historical trends, technology developments regarding the use of SOL and other digital assets, including the systems used by the Sponsor and Coinbase Custody Trust Company, LLC, the Trust’s Solana custodian (the “Solana Custodian”) in their provision of services to the Trust, 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 the special considerations discussed in this Report, and the risks described in Part I, Item 1A. “Risk Factors” of the Trust’s Annual Report on Form 10-K for the period ended December 31, 2025, and in other Securities and Exchange Commission (the “SEC”) filings by the Trust, as well as general economic, market and business conditions, changes in laws or regulations, including those concerning taxes, made by governmental authorities or regulatory bodies, and other economic and political developments. Consequently, all the forward-looking statements made in this Report are qualified by these cautionary statements, and there can be no assurance that actual results or developments the Sponsor anticipates will be realized or, even if substantially realized, that they will result in the expected consequences to, or have the expected effects on, the Trust’s operations or the value of its Shares. None of the Trust, the Sponsor, or the Trustee or their respective affiliates is under a duty to update any of the forward-looking statements to conform such statements to actual results or to a change in the Sponsor’s expectations or predictions.

Overview/Introduction

Invesco Galaxy Solana ETF (the “Trust”) is a Delaware statutory trust that was formed on June 12, 2025. The Trust continuously issues Shares. The Trust operates pursuant to its Trust Agreement, dated as of November 28, 2025. The Shares began trading on the Exchange under the ticker symbol “QSOL” on December 15, 2025. The Trust offers Shares only to Authorized Participants in one or more blocks of 5,000 Shares based on the quantity of SOL attributable to each Share of the Trust.

The following discussion and analysis was prepared to supplement information contained in the accompanying financial statements and is intended to explain certain items regarding the Trust's financial condition as of March 31, 2026, and its results of operations for the three months ended March 31, 2026. It should be read in conjunction with the unaudited financial statements and related notes thereto contained in this Report.

Investment Objective

The Trust’s investment objective is to reflect the performance of the spot price of Solana (“SOL”) as measured using Lukka Prime Solana Reference Rate (the “Benchmark”), as adjusted to reflect the SOL staking rewards earned by the Trust and the Trust’s expenses and other liabilities. The Trust expects to outperform the Benchmark before taking its expenses and liabilities into account due to its plans to receive SOL staking rewards.

Determination of Net Asset Value

The Administrator calculates, and the Sponsor publishes, the Trust’s Net Asset Value (“NAV”) once each business day. To calculate the NAV, the Administrator totals the current market value of SOL in the Trust and any other assets, and subtracts any liabilities including accrued but unpaid expenses. The Trust’s NAV is an amount denominated in U.S. dollars.

The Administrator also determines the NAV per Share, which equals the NAV of the Trust divided by the number of outstanding Shares. The NAV of the Trust and the NAV per Share are published by the Sponsor on each day that the Exchange is open for regular trading and are posted on the Trust’s website, www.invesco.com/QSOL.

14


 

Staking

The Sponsor seeks to stake substantially all of the Trust’s assets through one or more trusted Staking Providers, except as necessary to (i) pay the Sponsor Fee or other Trust expenses, (ii) satisfy existing and reasonably foreseen potential redemption requests, (iii) address regulatory or tax concerns raised by staking activities or (iv) to maintain unstaked SOL in the Liquidity Sleeve.

The Trust receives the staking rewards earned through its staking program in the form of SOL. Staking rewards are accrued as earned and are calculated based on the amount of SOL staked and current blockchain protocols. While the Trust’s assets are delegated to the Staking Provider for staking activities, the Trust maintains all right, title and interest to the staked SOL; and as such, the staked assets are reflected in Investments in Solana, at fair value on the Statement of Financial Condition.

The Staking Provider and Sponsor are entitled to receive a fee for their respective roles in facilitating the Trust's staking program (collectively, "Staking Expenses"). The Trust will pay the Staking Expenses at a rate of 3% of the gross staking rewards received by the Trust. The staking rewards earned by the Trust in the form of SOL will accrue to the Trust’s account with the Solana Custodian and will generally be staked by the Trust. The expenses of staking the Trust’s SOL is paid from the proceeds of the Trust's staking program and the Trust will retain the remaining amount of the staking rewards. Staking rewards, net of Staking Expenses are reflected as Staking Income, Net on the Statement of Income and Expense.

The staking rewards received by the Trust may be treated as income for U.S. federal income tax purposes. The Sponsor, on behalf of the Trust, intends to liquidate certain staking rewards for cash to be distributed to Shareholders quarterly. The treatment of staking in a grantor trust for U.S. federal income tax purposes is still developing. As a grantor trust, the Trust can undertake only certain types of activities. The Trust will not acquire and will disclaim any Incidental Right or Incidental Right asset received, for example as a result of “forks” or “airdrops,” and such assets will not be taken into account for purposes of determining NAV.

Valuation of SOL

In seeking to achieve its investment objective, the Trust holds SOL. The Trust will value its Shares each Business Day as of 4:00 p.m. ET. The Trust applies FASB ASC Topic 820, Fair Value Measurement, in the valuation of SOL held by the Trust and for financial statement purposes. The value of SOL held by the Trust is determined based on the FMV price for SOL, reflecting the execution price of SOL on its principal market as determined each day by the Benchmark Provider. The FMV price for SOL reflects the price that would be received for SOL in a current sale, which assumes an orderly transaction between market participants on the measurement date of SOL on its “principal market,” generally, the most advantageous market. Market participants are defined as buyers and sellers in the principal or most advantageous market that are independent, knowledgeable, and willing and able to transact. The Trust determines its principal market (or in the absence of a principal market the most advantageous market) on a periodic basis to determine which market is its principal market for the purpose of calculating fair value for the creation of quarterly and annual financial statements. Issuer-specific events, market trends, bid/asked quotes of brokers and information providers and other data may be reviewed in the course of making a good faith determination of a security’s fair value. The Benchmark is designed to provide an estimated fair market value price for SOL, based on the execution price of SOL on its principal market. In this regard, the Benchmark Provider seeks to identify a “principal market” for SOL each day by evaluating eligible SOL trading platforms across a variety of different criteria, including the trading platforms’ oversight and governance frameworks, microstructure efficiency, trading volume, data transparency and data integrity.

Liquidity and Capital Resources

The Sponsor is not aware of any known trends, demands, commitments, events or uncertainties that will result in, or are reasonably likely to result in, material changes to the Trust’s liquidity and capital resources needs.

The Trust pays the Sponsor a unified fee of 0.25% per annum (the “Sponsor Fee”) as compensation for services performed under the Trust Agreement. The Trust’s only ordinary recurring expense is the Sponsor Fee.

The Sponsor Fee is accrued daily and paid monthly in arrears in U.S. dollars, and is calculated by the Administrator. The Administrator calculates the Sponsor Fee on a daily basis by applying the 0.25% annualized rate to the Trust’s total net assets.

To cover the Sponsor Fee, and extraordinary expenses not assumed by the Sponsor, the Sponsor or its delegate will cause the Trust (or its delegate) to instruct the Execution Agent to convert SOL held by the Trust into U.S. dollars. The NAV of the Trust and the number of SOL represented by a Share will decline each time the Trust accrues the Sponsor Fee or any Trust expenses not assumed by the Sponsor. The Trust is not responsible for paying any costs associated with the transfer of SOL to or from the Trust in connection with paying the Sponsor Fee or in connection with creation and redemption transactions.

Except as noted below, the Sponsor has agreed to pay all of the Trust’s ordinary expenses out of the Sponsor’s unified fee, including, but not limited to, the Trustee’s fees, the fees of BNYM (for its services as the Administrator, Transfer Agent, and Cash Custodian), the fees of the Solana Custodian, the fees of the Execution Agent, Exchange listing fees, SEC registration fees, printing and mailing costs, legal costs and audit fees. The Sponsor’s payment of such Trust expenses is not subject to a cap. The Sponsor also paid the costs of the Trust’s organization.

15


 

The Trust may incur certain extraordinary expenses that are not assumed by the Sponsor. These include, but are not limited to, taxes and governmental charges, any applicable brokerage commissions, financing fees, Solana network fees and similar transaction fees, expenses and costs of any extraordinary services performed by the Sponsor (or any other service provider) on behalf of the Trust to protect the Trust or the interests of Shareholders (including, for example, in connection with any fork of the Solana blockchain), any indemnification of the Sponsor, Cash Custodian, Solana Custodian, Administrator or other agents, service providers or counterparties of the Trust and extraordinary legal fees and expenses, including any legal fees and expenses incurred in connection with litigation, regulatory enforcement or investigation matters.

The Trust from time to time will be required to sell SOL in such quantities as necessary to permit payment of the Sponsor Fee and any Trust expenses and liabilities not assumed by the Sponsor. The Sponsor has engaged the Execution Agent to sell SOL on the Trust’s behalf in such circumstances. At the direction of the Trust, the Execution Agent will seek to sell SOL at approximately the price at which it is valued by the Trust and in the smallest amounts required to permit such payments as they become due, with the intention of minimizing the Trust’s holdings of assets other than SOL. Accordingly, the amount of SOL to be sold may vary from time to time depending on the level of the Trust’s expenses and liabilities and the market price of SOL.

The Trust has not entered into any off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on the Trust’s financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources and would be considered material to Shareholders.

Cash Flows

A primary cash flow activity of the Trust is to raise capital from Authorized Participants through the issuance of Shares. This cash is used to invest in SOL.

As of the date of this Report, each of BNY Mellon Capital Markets, LLC, Jane Street Capital LLC, Macquarie Capital (USA) Inc., and Virtu Americas LLC has executed a Participant Agreement and are the only Authorized Participants.

Operating Activities

Net cash flow provided by (used in) operating activities was $(4.3) million for the three months ended March 31, 2026. During the three months ended March 31, 2026, $4.3 million was paid to purchase SOL.

Financing Activities

The Trust’s net cash flow provided by (used in) financing activities was $4.3 million during the three months ended March 31, 2026. This included $4.3 million from Shares purchased by Authorized Participants during the three months ended March 31, 2026.

Results of Operations

FOR THE THREE MONTHS ENDED MARCH 31, 2026

The following graph illustrates the percentage changes in (i) the market price of the Shares (as reflected by the line “Market”), (ii) the Trust’s NAV (as reflected by the line “NAV”), and (iii) the closing levels of the Benchmark (as reflected by the line “Lukka Prime Solana Reference Rate (USD)”). There can be no assurance that the price of the Shares or the Trust’s NAV will exceed the Benchmark levels.

No representation is being made that the Benchmark will or is likely to achieve closing levels consistent with or similar to those set forth herein.

16


 

COMPARISON OF MARKET, NAV AND LUKKA PRIME SOLANA REFERENCE RATE (USD)

FOR THE THREE MONTHS ENDED MARCH 31, 2026

 

NEITHER THE PAST PERFORMANCE OF THE TRUST NOR THE PRIOR BENCHMARK LEVELS AND CHANGES,

POSITIVE OR NEGATIVE, SHOULD BE TAKEN AS AN INDICATION OF THE TRUST’S FUTURE PERFORMANCE.

 

Trust Share Price Performance

For the three months ended March 31, 2026, the Exchange market value of each Share decreased from $12.41 per Share to $8.30 per Share. The Share price low and high for the three months ended March 31, 2026 and related change from the Share price on December 31, 2025 was as follows: Shares traded at a low of $7.71 per Share (-37.87%) on February 12, 2026, and a high of $14.78 per Share (+19.10%) on January 14, 2026. The total return for the Trust on a market value basis was -33.01%.

SOL declined approximately 33% during the first quarter of 2026, resulting in negative performance for the Trust. A sharp selloff in January and early February was followed by a period of consolidation, as geopolitical tensions, tariff uncertainty, and mixed U.S. economic data weighed on risk appetite and pressured higher‑beta digital assets. While SOL stabilized later in the quarter after the initial drawdown, performance remained constrained by broader deleveraging across crypto markets and cautious investor positioning. Despite these headwinds, network fundamentals continued to be supported by ongoing ecosystem development and staking activity, with staking income partially offsetting price weakness. Overall, early‑quarter price declines were the primary driver of performance for the period.

Trust Share Net Asset Performance

For the three months ended March 31, 2026, the NAV of each Share decreased from $12.40 per Share to $8.30 per Share. The falling price of SOL during the three months ended March 31, 2026 contributed to an overall 33.37% decrease in the level of the Benchmark. The total return for the Trust on a NAV basis was -32.96%.

Net income (loss) for the three months ended March 31, 2026 was $(1.0) million, primarily resulting from net change in unrealized gain (loss) of $(1.0) million.

Critical Accounting Estimates

The preparation of financial statements in conformity with U.S. GAAP requires the Sponsor's management to make estimates and assumptions that affect the reported amounts of the assets and liabilities and disclosures of contingent liabilities at the date of the financial statements and the reported amounts of revenue and expenses during the period covered by this report. A description of the valuation of SOL, a critical accounting policy that the Trust believes is important to understanding its results of operations and financial position, is provided in the section entitled “Valuation of SOL,” above. In addition, please refer to Note 2 to the financial statements of the Trust for further discussion of the Trust’s accounting policies and Item 7 – Management’s Discussion and Analysis

17


 

of Financial Condition and Results of Operations – Critical Accounting Estimates on Form 10-K for the period ended December 31, 2025, as filed with the SEC on March 6, 2026.

There were no material estimates, which involve a significant level of estimation uncertainty and had or are reasonably likely to have had a material impact on the Trust’s financial condition, used in the preparation of these financial statements.

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.

None.

ITEM 4. CONTROLS AND PROCEDURES.

Evaluation of Disclosure Controls and Procedures

Under the supervision and with the participation of the management of the Sponsor, including Brian Hartigan, its Principal Executive Officer, and Kelli Gallegos, its Principal Financial and Accounting Officer, Investment Pools, the Trust carried out an evaluation of the effectiveness of the design and operation of its disclosure controls and procedures (as defined in Rules 13a-15(e) or 15d-15(e) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)) as of the end of the period covered by this Quarterly Report, and, based upon that evaluation, Brian Hartigan, the Principal Executive Officer of the Sponsor, and Kelli Gallegos, the Principal Financial and Accounting Officer, Investment Pools, of the Sponsor, concluded that the Trust's disclosure controls and procedures were effective to provide reasonable assurance that information the Trust is required to disclose in the reports that it files or submits with the Securities and Exchange Commission (the “SEC”) under the Exchange Act is recorded, processed, summarized and reported, within the time periods specified in the SEC's rules and forms, and to provide reasonable assurance that information required to be disclosed by the Trust in the reports that it files or submits under the Exchange Act is accumulated and communicated to management of the Sponsor, including its Principal Executive Officer and Principal Financial Officer, as appropriate to allow timely decisions regarding required disclosure.

Changes in Internal Control Over Financial Reporting

There has been no change in internal control over financial reporting (as defined in the Rules 13a-15(f) and 15d-15(f) of the Exchange Act) that occurred during the Trust’s quarter ended March 31, 2026 that has materially affected, or is reasonably likely to materially affect, the Trust's internal control over financial reporting.

PART II. OTHER INFORMATION

None.

Item 1A. Risk Factors.

There are no material changes from risk factors as previously disclosed in the Trust’s Annual Report on Form 10-K for the period ended December 31, 2025, filed with the SEC on March 6, 2026.

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

(a) There have been no unregistered sales of Shares. No Shares are authorized for issuance by the Trust under equity compensation plans.

(b) Not applicable.

(c) Although the Trust does not redeem Shares directly from its Shareholders, the Trust, from time to time, redeems Creation Baskets from Authorized Participants. During the three months ended March 31, 2026, the Trust’s redemptions of Creation Baskets from Authorized Participants, if any, are provided in the table below:

Period of Redemption

 

Total Number
of Shares
Redeemed

 

 

Average Price
Paid per
Share

 

January 1, 2026 to January 31, 2026

 

 

 

 

$

 

February 1, 2026 to February 28, 2026

 

 

 

 

 

 

March 1, 2026 to March 31, 2026

 

 

 

 

 

 

Total

 

 

 

 

$

 

 

18


 

Item 3. Defaults Upon Senior Securities.

None.

Item 4. Mine Safety Disclosures.

Not applicable.

Item 5. Other Information.

During the period covered by this Quarterly Report, none of the members of the Sponsor responsible for overseeing the business and operations of the Trust adopted, modified or terminated a Rule 10b5-1 trading arrangement or non-Rule 10b5-1 trading arrangement.

19


 

Item 6. Exhibits.

 

Exhibit No.

 

Description

 

 

 

3.1

 

Declaration of Trust and Trust Agreement1

 

 

 

3.2

 

Amended and Restated Declaration of Trust and Trust Agreement2

 

 

 

3.3

 

Second Amended and Restated Declaration of Trust and Trust Agreement3

 

 

 

3.4

 

Certificate of Trust1

 

 

 

31.1

 

Certification required under Exchange Act Rules 13a-14 and 15d-14 *

 

 

 

31.2

 

Certification required under Exchange Act Rules 13a-14 and 15d-14 *

 

 

 

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

 

Interactive data file pursuant to Rule 405 of Regulation S-T: (i) the Statements of Financial Condition of Invesco Galaxy Solana ETF — March 31, 2026 and December 31, 2025 (Unaudited), (ii) the Schedule of Investments of Invesco Galaxy Solana ETF — March 31, 2026 (Unaudited), (iii) the Schedule of Investments of Invesco Galaxy Solana ETF — December 31, 2025 (Unaudited), (iv) the Statement of Income and Expenses of Invesco Galaxy Solana ETF — For the Three Months Ended March 31, 2026 (Unaudited), (v) the Statement of Changes in Shareholders’ Equity of Invesco Galaxy Solana ETF — For the Three Months Ended March 31, 2026 (Unaudited), (vi) the Statement of Cash Flows of Invesco Galaxy Solana ETF — For the Three Months Ended March 31, 2026 (Unaudited) and (vii) Notes to Unaudited Financial Statements of Invesco Galaxy Solana ETF — March 31, 2026.

 

 

 

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 With Embedded Linkbase Documents

 

 

 

104

 

The cover page of the Trust's Quarterly Report on Form 10-Q for the quarter ended March 31, 2026, formatted in Inline XBRL

 

*

 

Filed herewith.

+

 

Furnished herewith.

1

 

Previously filed as an exhibit to the Registration Statement on Form S-1 filed September 29, 2023, and incorporated herein by reference.

2

 

Previously filed as an exhibit to the Registration Statement on Form S-1 filed May 31, 2024, and incorporated herein by reference.

3

 

Previously filed as an exhibit to the Registration Statement on Form S-1 filed June 21, 2024, and incorporated herein by reference.

 

20


 

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.

 

 

Invesco Galaxy Solana ETF

 

 

 

By:

Invesco Capital Management LLC

 

 

its Sponsor

 

 

 

 

 

 

 

 

Dated: May 6, 2026

 

By:

/S/BRIAN HARTIGAN

 

 

Name:

Brian Hartigan

 

 

Title:

Principal Executive Officer

 

 

 

 

 

 

 

 

Dated: May 6, 2026

 

By:

/S/KELLI GALLEGOS

 

 

Name:

Kelli Gallegos

 

 

Title:

Principal Financial and Accounting Officer, Investment Pools

 

21