Fidelity Ethereum Fund

Previous wording

Fidelity Ethereum Fund (the “Trust”) is an exchange-traded product that issues shares of beneficial interest (the “Shares”) that trade on the Cboe BZX Exchange, Inc. (the “Exchange”). The Trust’s investment objective is to seek to track the performance of ether, as measured by the performance of Fidelity Ethereum Reference Rate (“the Index”), adjusted for the Trust’s expenses and other liabilities. The Index is constructed using ether price feeds from eligible ether spot markets and a volume-weighted median price (“VWMP”) methodology, calculated every 15 seconds based on VWMP spot market data over rolling sixty-minute increments. The Index is designed to reflect the performance of ether in U.S. dollars. In seeking to achieve its investment objective, the Trust holds ether and values its Shares daily based on the same methodology used to calculate the Index. The Trust is sponsored by FD Funds Management LLC (the “Sponsor”), a wholly owned subsidiary of FMR LLC.

Current wording

Fidelity Ethereum Fund (the “Trust”) is an exchange-traded product that issues shares of beneficial interest (the “Shares”) that trade on the Cboe BZX Exchange, Inc. (the “Exchange”). The Trust’s investment objective is to seek to track the performance of ether, as measured by the performance of the Fidelity Ethereum Reference Rate (the “Index”), adjusted for the Trust’s expenses and other liabilities. The Index is constructed using ether price feeds from eligible ether spot markets and a volume-weighted median price (“VWMP”) methodology, calculated every 15 seconds based on VWMP spot market data over rolling sixty-minute increments. The Index is designed to reflect the performance of ether in U.S. dollars. In seeking to achieve its investment objective, the Trust holds ether and values its Shares daily based on the same methodology used to calculate the Index. The Trust is sponsored by FD Funds Management LLC (the “Sponsor”), a wholly owned subsidiary of FMR LLC.

Previous wording

The Administrator calculates the Trust’s NAV once each Exchange trading day. The Trust’s NAV for a normal trading day is released after 4:00 p.m. Eastern time (“EST”). Trading during the core trading session on the Exchange typically closes at 4:00 p.m. EST. However, the Trust’s NAVs are not officially struck until after 4:00 p.m. EST. The pause after 4:00 p.m. EST provides an opportunity for the Sponsor to algorithmically detect, flag, investigate, and correct unusual pricing should it occur. The Sponsor has established a Valuation Committee to carry out the day-to-day fair valuation responsibilities and has adopted policies and procedures to govern the fair valuation process and the activities of the Valuation Committee. If the Valuation Committee determines in good faith that the Index does not reflect an accurate ether price, then the Valuation Committee instructs the Administrator to employ an alternative method to determine the fair value of the Trust’s assets. In determining an alternative fair value method, the Valuation Committee generally considers such criteria as observable market-based inputs, including market quotations and last sale information from third-party pricing services and/or trading platforms on which ether are traded. The Valuation Committee’s selection of third-party pricing services used considers the qualifications, experience, and history of the pricing services and whether their valuation methodologies and procedures are reasonably designed to produce prices that reflect fair value under the prevailing market conditions.

Current wording

The Administrator calculates the Trust’s NAV once each Exchange trading day. The Trust’s NAV for a normal trading day is released after 4:00 p.m. Eastern time (“EST”). Trading during the core trading session on the Exchange typically closes at 4:00 p.m. EST. However, the Trust’s NAVs are not officially struck until after 4:00 p.m. EST. The pause after 4:00 p.m. EST provides an opportunity for the Sponsor to algorithmically detect, flag, investigate, and correct unusual pricing should it occur. The Sponsor has established a Valuation and Liquidity Committee to carry out the day-to-day fair valuation responsibilities and has adopted policies and procedures to govern the fair valuation process and the activities of the Valuation and Liquidity Committee. If the Valuation and Liquidity Committee determines in good faith that the Index does not reflect an accurate ether price, then the Valuation and Liquidity Committee instructs the Administrator to employ an alternative method to determine the fair value of the Trust’s assets. In determining an alternative fair value method, the Valuation and Liquidity Committee generally considers such criteria as observable market-based inputs, including market quotations and last sale information from third-party pricing services and/or trading platforms on which ether are traded. The Valuation and Liquidity Committee’s selection of third-party pricing services used considers the qualifications, experience, and history of the pricing services and whether their valuation methodologies and procedures are reasonably designed to produce prices that reflect fair value under the prevailing market conditions.

Previous wording

In addition, in order to provide updated information relating to the Trust for use by Shareholders and market professionals, a third-party financial data provider will calculate and disseminate throughout the core trading session on each trading day an updated intraday indicative value (“IIV”). The IIV will be calculated based on the Trust’s ether holdings and any other assets expected to comprise that day’s Trust’s NAV calculation. The third-party financial data provider will use the Blockstream Crypto Data Feed Streaming Level 1 as the pricing source for the spot ether. The Blockstream Crypto Data Feed Streaming Level 1 calculates an average of current ether price levels of the ether trading platforms that are available on its feed. The Trust will provide an IIV per Share updated every 15 seconds, as calculated by the Exchange or a third-party financial data provider during the Exchange’s regular trading hours of 9:30 a.m. to 4:00 p.m. EST (“Regular Trading Hours”). The IIV disseminated during Regular Trading Hours should not be viewed as an actual real-time update of the Trust’s NAV, which will be calculated only once at the end of each trading day as described herein.

Current wording

In addition, in order to provide updated information relating to the Trust for use by Shareholders and market professionals, a third-party financial data provider will calculate and disseminate throughout the core trading session on each trading day an updated intraday indicative value (“IIV”). The IIV is calculated based on the Trust’s ether holdings and any other assets expected to comprise that day’s Trust’s NAV calculation. The third-party financial data provider will use the Blockstream Crypto Data Feed Streaming Level 1 as the pricing source for the spot ether. The Blockstream Crypto Data Feed Streaming Level 1 calculates an average of current ether price levels of the ether trading platforms that are available on its feed. The Trust will provide an IIV per Share updated every 15 seconds, as calculated by the Exchange or a third-party financial data provider during the Exchange’s regular trading hours of 9:30 a.m. to 4:00 p.m. EST (“Regular Trading Hours”). The IIV disseminated during Regular Trading Hours should not be viewed as an actual real-time update of the Trust’s NAV, which will be calculated only once at the end of each trading day as described herein.

Previous wording

The net increase in net assets resulting from operations for the three months ended September 30, 2025, was approximately $0.9 billion, primarily resulting from a net unrealized appreciation on investment in ether of approximately $1.0 billion and a net realized loss of $0.1 billion from the sale of the investment in ether for the redemption of Shares.

Current wording

The net decrease in net assets resulting from operations for the three months ended March 31, 2026, was approximately $0.7 billion, primarily resulting from a net unrealized depreciation on investment in ether of approximately $0.4 billion and a net realized loss of $0.3 billion from the sale of the investment in ether for the redemption of Shares.

Previous wording

The Trust’s net assets increased from approximately $1.6 billion as of December 31, 2024, to $3.2 billion as of September 30, 2025. The change in the Trust’s net assets was driven by an increase in outstanding Shares, which rose from 47,175,000 as of December 31, 2024 to 76,500,000 as of September 30, 2025 as a result of 104,300,000 Shares (4,172 Baskets) being created and 74,975,000 Shares (2,999 Baskets) being redeemed, coupled with an increase in the price of ether, which rose 23.92% from $3,333.60 as of December 31, 2024 to $4,130.84 as of September 30, 2025.

Current wording

The Trust’s net assets decreased from approximately $1.6 billion as of December 31, 2024, to $0.7 billion as of March 31, 2025. The change in the Trust’s net assets was driven by a decrease in outstanding Shares, which fell from 47,175,000 as of December 31, 2024 to 40,025,000 as of March 31, 2025 as a result of 19,500,000 Shares (780 Baskets) being redeemed and 12,350,000 Shares (494 Baskets) being created, coupled with a decrease in the price of ether, which fell 44.96% from $3,333.60 as of December 31, 2024 to $1,834.80 as of March 31, 2025.

Previous wording

The quantity of ether owned by the Trust and held by the ether custodian increased from 471,750 as of December 31, 2024, to 763,730 as of September 30, 2025. The increase in quantity is the result of the net increase from capital share transactions.

Current wording

The quantity of ether owned by the Trust and held by the ether custodian decreased from 471,750 as of December 31, 2024, to 400,086 as of March 31, 2025. The decrease in quantity resulted from net redemptions of Shares during the quarter which corresponded to net sales of ether.

Previous wording

The net increase in net assets resulting from operations for the nine months ended September 30, 2025, was $0.5 billion, primarily resulting from a net unrealized appreciation on investment in ether of $0.9 billion and a net realized loss of approximately $0.4 billion from the sale of the investment in ether for the redemption of Shares.

Current wording

The net decrease in net assets resulting from operations for the three months ended March 31, 2025, was $0.7 billion, primarily resulting from a net unrealized depreciation on investment in ether of $0.5 billion and a net realized loss of $0.2 billion from the sale of the investment in ether for the redemption of Shares.

Previous wording

In exchange for the Sponsor Fee, the Sponsor has agreed to assume most of the expenses incurred by the Trust. The Sponsor contractually waived the Sponsor Fee until December 31, 2024. On January 1, 2025, the Sponsor Fee began accruing at an annual rate of 0.25% of the Trust’s Ether Holdings.

Current wording

In exchange for the Sponsor Fee, the Sponsor has agreed to assume most of the expenses incurred by the Trust.

Previous wording

The Trust’s NAV per Share is derived from the Index Price as represented by the Index as of 4:00 p.m., EST, on the last business day of the period. The Trust’s NAV per Share is calculated using a non-GAAP methodology. Refer to the “Overview of the Trust” and “Valuation of Ether and Computation of Net Asset Value” sections of Item 2 herein for a description of the Index methodology and calculation of the Trust’s NAV per Share. The ether spot markets included in the Index as of the last business day of the period were Bitstamp, Coinbase, Gemini, itBit, Kraken, and LMAX Digital.

Current wording

The Trust’s NAV per Share is derived from the Index Price as represented by the Index as of 4:00 p.m., EST, on the last business day of the period. The Trust’s NAV per Share is calculated using a non-GAAP methodology. Refer to the “Overview of the Trust” and “Valuation of Ether and Computation of Net Asset Value” sections of Item 2 herein for a description of the Index methodology and calculation of the Trust’s NAV per Share.

Previous wording

As of 4:00 p.m., EST, on the last business day of the quarter ended September 30, 2025, the Trust’s total value of ether based on the Index Price (non-GAAP methodology) was $3,156,886,464 and the total market value of the Trust’s ether based on the price of ether at 4:00 p.m., EST, in the principal market was $3,178,347,283.

Current wording

As of 4:00 p.m., EST, on the last business day of the three months ended March 31, 2026, the Trust’s total value of ether based on the Index Price (non-GAAP methodology) was $1,209,767,694, a difference of $2,618,770 to the GAAP value, which was $1,212,386,464, and the total market value of the Trust’s ether based on the price of ether at 4:00 p.m., EST, in the principal market was $1,208,567,905, a difference of $3,818,559 to the GAAP value, which was $1,212,386,464.

Previous wording

The Trust’s NAV per Share is derived from the Index Price as represented by the Index as of 4:00 p.m., EST, on the last business day of the period. The Trust’s NAV per Share is calculated using a non-GAAP methodology. Refer to the “Overview of the Trust” and “Valuation of Ether and Computation of Net Asset Value” sections of Item 2 herein for a description of the Index methodology and calculation of the Trust’s NAV per Share. The ether spot markets included in the Index as of the last business day of the period were Bitstamp, Coinbase, Crypto.com, Gemini, Kraken, and LMAX Digital.

Current wording

The Trust’s NAV per Share is derived from the Index Price as represented by the Index as of 4:00 p.m., EST, on the last business day of the period. The Trust’s NAV per Share is calculated using a non-GAAP methodology. Refer to the “Overview of the Trust” and “Valuation of Ether and Computation of Net Asset Value” sections of Item 2 herein for a description of the Index methodology and calculation of the Trust’s NAV per Share.

Previous wording

As of 4:00 p.m., EST, on the last business day of the quarter ended December 31, 2024, the Trust’s total value of ether based on the Index Price (non-GAAP methodology) was $1,577,725,418 and the total market value of the Trust’s ether based on the price of ether at 4:00 p.m., EST, in the principal market was $1,575,833,700.

Current wording

As of 4:00 p.m., EST, on the last business day of the year ended December 31, 2025, the Trust’s total value of ether based on the Index Price (non-GAAP methodology) was $2,204,520,518, a difference of $5,704,911 to the GAAP value, which was $2,210,225,429, and the total market value of the Trust’s ether based on the price of an ether at 4:00 p.m., EST, in the principal market (non-GAAP methodology) was $2,210,515,510, a difference of $290,081 to the GAAP value, which was $2,210,225,429.

Previous wording

The following chart illustrates the movement in the Index Price, the principal market price, and the Trust’s NAV per Share during the nine months ended September 30, 2025.

Current wording

The following chart illustrates the movement in the Index Price, the principal market price, and the Trust’s NAV per Share during the three months ended March 31, 2026.

Previous wording

During the nine months ended September 30, 2025, the Index Price has ranged from $1,465.30 on April 8, 2025, to $4,822.31 on August 24, 2025. The Sponsor has not observed a material difference between the Index Price and average prices from the constituent ether spot markets individually or as a group.

Current wording

During the three months ended March 31, 2026, the Index Price has ranged from $1,853.94 on February 23, 2026, to $3,375.83 on January 14, 2026. The Sponsor has not observed a material difference between the Index Price and average prices from the constituent ether spot markets individually or as a group.

Previous wording

During the nine months ended September 30, 2025, the 11:59:59 p.m. EST market price of ether, as reported on the Trust’s principal market, has ranged from $1,417.92 on April 8, 2025, to $4,787.51 on August 23, 2025.

Current wording

During the three months ended March 31, 2026, the 11:59:59 p.m. EST market price of ether, as reported on the Trust’s principal market, has ranged from $1,830.25 on February 23, 2026, to $3,337.73 on January 14, 2026.

Previous wording

Shares trade in the secondary market on the Exchange. Shares may trade in the secondary market at prices that are lower or higher relative to the Trust’s NAV per Share. The amount of the discount or premium in the trading price relative to the Trust’s NAV per Share may be influenced by various factors, including the number of Shareholders who seek to purchase or sell Shares in the secondary market and the liquidity of ether. The following chart sets out the historical closing prices for the Shares as reported by the Exchange and the Trust’s NAV per Share during the nine months ended September 30, 2025.

Current wording

Shares trade in the secondary market on the Exchange. Shares may trade in the secondary market at prices that are lower or higher relative to the Trust’s NAV per Share. The amount of the discount or premium in the trading price relative to the Trust’s NAV per Share may be influenced by various factors, including the number of Shareholders who seek to purchase or sell Shares in the secondary market and the liquidity of ether. The following chart sets out the historical closing prices for the Shares as reported by the Exchange and the Trust’s NAV per Share during the three months ended March 31, 2026.