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Grayscale Ethereum Trust ETF

For the period ended Sep 2, 2025. Filed Sep 2, 2025.

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Sep 2, 2025 · Filed Sep 2, 2025

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ETHE$17.83-0.8%Stored close · as of Nov 6, 2026
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Contents

CONSENT SOLICITATION STATEMENT

This consent solicitation statement, dated as of September 2, 2025 (the “Consent Solicitation Statement”), is being provided to you on behalf of the sponsor of Grayscale Ethereum Trust ETF (the “Trust”), for the purpose of obtaining your consent (the “Consent Solicitation”) to the three proposals described elsewhere in this Consent Solicitation Statement to amend and restate the Second Amended and Restated Declaration of Trust and Trust Agreement (the “Trust Agreement”) of the Trust, dated as of June 12, 2024, as amended by Amendment No. 1 to the Trust Agreement dated as of November 4, 2024, between Grayscale Investments Sponsors, LLC, as sponsor (the “Sponsor”), and CSC Delaware Trust Company, as trustee (the “Trustee”), in the manner set forth in the draft Third Amended and Restated Declaration of Trust and Trust Agreement of the Trust (the “Third Amendment”). The Sponsor and the Trustee further intend to amend the Trust Agreement to include a number of amendments that clarify and supplement provisions of the Trust Agreement. All capitalized terms used and not defined herein have the meanings ascribed to them in the Third Amendment.

This Consent Solicitation Statement and attached written consent form (the “Written Consent”) are being distributed to eligible holders of beneficial interests in the Trust (the “Shareholders”) starting September 2, 2025. On September 2, 2025, which is the record date for the determination of the Shareholders entitled to act with respect to this Consent Solicitation Statement (the “Record Date”), there were 130,168,500 Shares of the Trust outstanding (CUSIP No. 389638107) (the “Shares”).

Shareholders who wish to consent to the three proposals must return a properly completed Written Consent form or such other authorized method on or before 4:00 p.m. New York City time, on September 22, 2025 (the “Expiration Date”), which is the 20th calendar day following the date of this Consent Solicitation Statement, subject to early termination of this Consent Solicitation, including if the consent of the Shareholders holding over 50% of the Trust’s outstanding Shares has been received for the three proposals, or the extension of the Expiration Date at the discretion of the Sponsor (together, the “Voting Period”). Under the terms of the Trust Agreement, a Shareholder shall be deemed to consent to each proposal if such Shareholder does not, within twenty (20) calendar days of the date of this Consent Solicitation Statement, notify the Sponsor in writing that the Shareholder objects to any or all of the proposals. Therefore, if you do not wish to consent to any or all of the proposed amendments, you must return a properly completed Written Consent form or such other authorized method indicating your objection to such proposal(s), otherwise you will be deemed to have voted “FOR” each of the three proposals to amend the Trust Agreement.

Please read this Consent Solicitation Statement before voting. If you have questions about this Consent Solicitation Statement, or if you would like additional information, please contact the Sponsor at Grayscale Investments Sponsors, LLC, 290 Harbor Drive, 4th Floor, Stamford, Connecticut 06902 or at (212) 668-1427 or via email at info@grayscale.com.

The Sponsor and the Board of Directors recommend that Shareholders vote “FOR” each of the three proposals to amend the Trust Agreement.

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The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.