GSOL 10-K & 10-Q changes, risk factors and insider trading

The Trust is a passive entity that is managed and administered by the Sponsor and does not have any officers, directors or employees. The Trust holds SOL and, from time to time on a periodic basis, issues Creation Baskets in exchange for deposits of SOL. On October 28, 2025, in connection with the approval of application under the Generic Listing Standards and the effectiveness of the registration statement on Form S-1, the Sponsor authorized the commencement of a redemption program. Shares of the Trust began trading on NYSE Arca on October 29, 2025, following the effectiveness of the Trust’s registration statement on Form S-1. The Trust issues Shares only in one or more blocks of 10,000 Shares (a block of 10,000 Shares is called a “Basket”) to certain Authorized Participants from time to time. Baskets are offered in exchange for SOL. Through its redemption program, the Trust redeems Shares from Authorized Participants on an ongoing basis. As a passive investment vehicle, the Trust’s investment objective is for the value of the Shares (based on the SOL per Share) to reflect the value of the SOL held by the Trust, including SOL earned as Staking Consideration, 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 SOL, the Shares are designed to provide investors with a cost-effective and convenient way to gain investment exposure to SOL. The Trust is not managed like a business corporation or an active investment vehicle. The Trust will not utilize leverage, derivatives or any similar arrangements in seeking to meet its investment objective.

Financial Highlights for the Three and Six Months Ended MarchJune 31,30, 2026 and 2025 (All amounts in the following table and the subsequent paragraphs, except Share, SOL and price of SOL amounts, are in thousands)

Net realized and unrealized loss on investment in SOL for the three months ended MarchJune 31,30, 2026 was ($56,577$12,756), which includes a realized loss of ($32$55) on the transfer of SOL to pay the Sponsor’s Fee, a realized loss of ($5,909$4,034) on the sale of SOL to meet redemptions, a realized loss of ($102$191) on the sale of SOL to pay the Sponsor’s Staking Fee, net change in unrealized appreciation/depreciation on investment the Sponsor’s Staking Fee payable in SOL of ($25), net change in unrealized appreciation/depreciation on Staking Reward Receivable in SOL of ($1)$4 and net change in unrealized appreciation/depreciation on investment in SOL of ($50,510$8,480). Net realized and unrealized gainloss on investment in SOL for the period was driven by SOL price depreciation from $123.97 per SOL as of December 31, 2025, to $82.60 per SOL as of March 31, 2026, to $73.62 per SOL as of June 30, 2026. Net decrease in net assets resulting from operations was ($54,684$11,587) for the three months ended MarchJune 31,30, 2026, which consisted of the net realized and unrealized gainloss on investment in SOL, lessand the net investment income of $1,893.$1,169. Net assets decreased to $105,118$101,161 at MarchJune 31,30, 2026, a 34%4% decrease for the three-month period. The decrease in net assets resulted from the aforementioned SOL price depreciation, the withdrawal of approximately 6671,100 SOL to pay the foregoing Sponsor’s Fee, the withdrawal of approximately 3,261 SOL to pay the foregoing Sponsor’s Staking Fee, the payable of approximately 893,858 SOL to pay the foregoing Sponsor’s Staking Fee, and the redemption of approximately 176,48875,410 SOL with a value of $17,933$5,867 from the Trust, partially offset by the contribution of approximately 137,592162,368 SOL with a value of $17,378$13,497 to the Trust in connection with Share creations during the period and the contribution of approximately 21,43719,953 SOL with a value of $2,198$1,563 in connection with Staking Rewards.

Net realized and unrealized lossgain on investment in SOL for the three months ended MarchJune 31,30, 2025 was ($36,648),$17,279, which includes a realized gain of $167$66 on the transfer of SOL to pay the Sponsor’s Fee and net change in unrealized appreciation/depreciation on investment in SOL of ($36,815).$17,213. Net realized and unrealized lossgain on investment in SOL for the period was driven by SOL price depreciationappreciation from $193.69 per SOL as of December 31, 2024, to $125.23 per SOL as of March 31, 2025, to $157.80 per SOL as of June 30, 2025. Net decreaseincrease in net assets resulting from operations was ($37,237)$16,787 for the three months ended MarchJune 31,30, 2025, which consisted of the net realized and unrealized lossgain on investment in SOL, plusless the Sponsor’s Fee of $589.$492. Net assets decreasedincreased to $66,515$83,399 at MarchJune 31,30, 2025, a 35%25% decreaseincrease for the three-month period. The decreaseincrease in net assets resulted from the aforementioned SOL price depreciationappreciation and the withdrawal of approximately 3,279 SOL to pay the foregoing Sponsor’s Fee, partially offset by the contribution of approximately 4,546673 SOL with a value of $1,121$97 to the Trust in connection with Share creations during the period.period, partially offset by the withdrawal of approximately 3,301 SOL to pay the foregoing Sponsor’s Fee.

In exchange for the Sponsor’s Fee, the Sponsor has agreed to assume most of the expenses incurred by the Trust. As a result, the only ordinary expenses of the Trust during the periods covered by this Quarterly Report were the Sponsor’s Fee and the Sponsor’s Staking Fee.

The Sponsor, from time to time, may temporarily waive all or a portion of the Sponsor’s Fee of the Trust in its discretion for stated periods of time. Effective November 5, 2025, the Sponsor determined to waive a portion of the Sponsor’s Fee until the earlier of (x) February 5, 2026 and (y) the first date on which the NAV of the Trust exceeds $1.0 billion (such period, the “Fee Waiver Period”). Following the expiration date of the three-month waiver period on February 5, 2026 (the “Sponsor’s Fee Waiver Expiration Date”), the Sponsor’s Fee iswas 0.35%.0.35% until June 24, 2026, at which time Amendment No. 3 lowered the fee to 0.19%, effective as of June 25, 2026.

The Trust’s NAV and NAV per Share are derived from the Index Price as represented by the Index as of 4:00 p.m., New York time, on the valuation date. The Trust’s NAV per Share is calculated using a non-GAAP methodology where the price is derived from multiple Digital Asset Trading Platforms. The Digital Asset Trading Platforms included in the Index (the “Constituent Trading Platforms”) as of MarchJune 31,30, 2026 were Binance, Bitstamp by Robinhood, Bullish, Bybit, Crypto.com, Gate,GATE, Gemini, HashKey, Kraken, LMAX Digital, OKX, and OKX.OSL. The Digital Asset Trading Platforms included in the Index as of MarchJune 31,30, 2025 were Coinbase, LMAX Digital, Kraken, Crypto.com and Bitstamp by Robinhood. See “Item 1. Business—Overview of the Solana Industry and Market—SOL Value—The Index and the Index Price” in our Annual Report for a description of the Index and the Index Price.

The Trust’s performance prior to October 29, 2025 is based on market-determined prices on theOTC OTCQX marketplaceMarkets and on the Trust’s performance without an ongoing share creation and redemption program. Prior to October 29, 2025, the Trust’s Shares traded at both premiums and discounts to the value of the Trust’s assets, less its expenses and other liabilities, which at times were substantial, in part due to the lack of an ongoing redemption program. Effective as of October 29, 2025, the Trust established an ongoing share creation and redemption program and the Shares of the Trust were listed to NYSE Arca. Hence, the Trust’s performance for periods prior to October 29, 2025 is not directly comparable to, and should not be used to make conclusions in conjunction with, the Trust’s performance for periods subsequent to October 29, 2025.

The following chart illustrates the movement in the Trust’s NAV per Share (as adjusted for the Reverse Share Splits and Share Split for periods prior to June 23, 2022, March 20, 2023, and December 9, 2024, respectively) versus the Index Price and the Trust’s Principal Market NAV per Share (as adjusted for the Reverse Share Splits and Share Split for periods prior to June 23, 2022, March 20, 2023, and December 9, 2024, respectively) from November 18, 2021 (the commencement of the Trust’s operations) to MarchJune 31,30, 2026. For more information on the determination of the Trust’s NAV, see “Item 1. Business—Overview of the Solana Industry and Market—SOL Value—The Index and the Index Price” in our Annual Report.

The following table illustrates the movements in the Index Price from November 18, 2021 (the commencement of the Trust’s operations) to MarchJune 31,30, 2026. The Sponsor has not observed a material difference between the Index Price and average prices from the Constituent Trading Platforms as of SeptemberJune 30, 2025,2026, individually or as a group.

The following table illustrates the movements in the Digital Asset Market price of SOL, as reported on the Trust’s principal market, from November 18, 2021 (the commencement of the Trust’s operations) to MarchJune 31,30, 2026.

The following chart sets out the historical closing prices for the Shares as reported by OTCQXOTC Markets and the Trust’s NAV per Share from April 19,27, 2023 to October 28, 2025.

The following chart sets out the historical closing prices for the Shares as reported by NYSE Arca and the Trust’s NAV per Share from October 29, 2025 to MarchJune 31,30, 2026.

The following chart sets out the historical premium and discount for the Shares calculated as a percentage of the historical closing prices for the Shares as reported by OTCQXOTC Markets divided by the Trust’s NAV per Share from April 19,27, 2023 to October 28, 2025.

The following chart sets out the historical premium and discount for the Shares calculated as a percentage of the historical closing prices for the Shares as reported by NYSE Arca divided by the Trust’s NAV per Share from October 29, 2025 to MarchJune 31,30, 2026.