UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): ~~December~~February 124, ~~2025~~2026

21SHARES ETHEREUM ETF

(Exact name of registrant as specified in its charter)

Delaware		001-42151		93-6828290
(State or other jurisdiction of incorporation)		(Commission File Number)		(IRS Employer Identification No.)

477 Madison Avenue, 6th Floor
New York, New York		10022
(Address of principal executive offices)		(zip code)

Registrant’s telephone number, including area code: (646) 370-6016

(Former Name or Former Address, if Changed Since Last Report.)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

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

Title of each class		Trading Symbol(s)		Name of each exchange on which registered
Common Shares of Beneficial Interest of 21Shares Ethereum ETF		TETH		Cboe BZX Exchange, Inc.

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).

Emerging growth company ☒

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 1.01 Entry into a Material Definitive Agreement.

~~Custodial~~The Figment Staking Services Agreement

On ~~December~~February 124, ~~2025~~2026, 21Shares Ethereum ETF (the “Trust”) entered into a ~~new~~staking ~~custodial~~ services agreement ~~(the “Custodial Services Agreement”)~~ with ~~BitGo~~Figment ~~Trust Company,~~ Inc., aan ~~South~~Ontario ~~Dakota~~corporation ~~trust company~~ (“~~BitGo~~Figment”). ~~Pursuant~~and tosuch agreement, the ~~Custodial~~“Figment ~~Services~~ Agreement”), ~~BitGo~~pursuant ~~will~~to ~~establish and~~which ~~maintain~~Figment ~~one~~will orengage ~~more~~in ~~segregated~~staking ~~custody~~in ~~accounts,~~a ~~controlled~~manner ~~and~~reasonably ~~secured~~intended byto ~~BitGo,~~generate rewards onand ~~its~~provide ~~books~~reports ~~for~~to the ~~receipt, safekeeping, and maintenance of the~~ Trust’s ~~ether~~showing ~~holdings. The Custodial Services Agreement requires~~ the ~~Trust~~calculation ~~to indemnify BitGo and certain~~ of ~~its~~ ~~affiliates~~any ~~and~~rewards ~~services~~payable ~~providers~~by inthe ~~certain~~Ethereum ~~situations,~~blockchain ~~including against certain losses arising or related~~ to the Trust~~’s use~~ ofin ~~the~~connection with ~~services,~~staking ~~breach~~by ofFigment (the ~~Custodial~~ “Services ~~Agreement or violation of applicable law~~”). The ~~Custodial~~term ~~Services~~of ~~Agreement~~the ~~also requires~~Figment ~~BitGo to maintain reasonable insurance policies and coverage. The Custodial Services~~ Agreement commenced on ~~December~~February 124, ~~2025,~~ 2026 and ~~will~~continues ~~continue~~in effect ~~for~~until ~~one year, unless earlier~~ terminated in accordance with its terms ~~or if either party notifies the other of its intention not to renew at least 30 days prior to the expiration of the then-current term~~. After the initial term, the Custodial Services Agreement will automatically renew for successive one-year periods, unless either party notifies the other of its intention not to renew with prior notice.

The ~~sponsor~~Trust ofmay ~~the~~stake ~~Trust~~and/or unstake ether tokens at any time in its sole discretion, ~~21Shares~~subject USto, ~~LLC~~respectively, (bonding and unbonding periods imposed by the Ethereum blockchain. During ~~“Sponsor”)~~any such bonding or unbonding period, ~~expects~~ether tokens and rewards may be unavailable to ~~utilize~~the ~~BitGo’s~~Trust ~~services~~and subject to ~~custody~~other arestrictions ~~portion~~imposed by ofthe Ethereum blockchain. Accordingly, to the ~~Trust’s~~extent ~~ether~~such ~~beginning~~restrictions onare orimposed ~~about~~by the Ethereum blockchain, Figment shall not be obligated to perform the ~~date~~Services ofwith respect to those ether tokens. Figment may, in its sole discretion, discontinue operating validator nodes for the ~~Custodial~~Ethereum ~~Services~~blockchain ~~Agreement~~at any time upon reasonable prior written notice to the Trust.

The Figment Agreement may be terminated by either party upon written notice to the other party at any time and for any reason whatsoever. Each of Figment and the Trust must indemnify the other party and its affiliates and their respective representatives from all damages, excluding slashing penalties (other than those arising from or attributable to Figment’s ~~existing~~gross ~~custody~~negligence, ~~arrangements~~fraud or willful misconduct) and missed rewards incurred by the indemnified party in connection with ~~Coinbase~~any ~~Custody~~actual ~~Trust~~or ~~Company,~~threatened ~~LLC~~third-party claim arising from or in connection with (i) the indemnifying party’s breach of the Figment Agreement or (ii) where the indemnifying party is the Trust, ~~Anchorage~~any ~~Digital~~breach ~~Bank~~of ~~N.A.~~any provision owing to the Trust’s clients and ~~BitGo~~/or ~~New~~otherwise ~~York~~involving a client of the Trust, ~~Company~~that is made in connection with the Figment Agreement, ~~LLC~~and ~~(each~~is not materially attributable to, or grounded in any act or omission by, Figment. Except for a party’s indemnification obligations as described above, neither party’s aggregate liability for damages to the other party or any other person will exceed the service fees collected by Figment under the Figment Agreement during the six months prior to the initial event giving rise to the damages (the “~~Custodian~~Global Cap”). ~~and~~For ~~together~~slashing penalties, Figment’s aggregate liability is limited to the service fees collected by Figment under the Figment Agreement during the six months prior to the initial slashing penalty (the “~~Custodians~~Slashing Cap”). ~~are~~The ~~unaffected~~Slashing Cap and Global Cap will not apply to any slashing penalties arising from or attributable to Figment’s gross negligence, fraud or willful misconduct. For missed rewards, Figment’s aggregate liability is limited to the service fees collected by Figment under the ~~entry~~Figment ~~into~~Agreement during the ~~Custodial~~three ~~Services~~months prior ~~Agreement~~to the initial missed rewards event (the “Missed Rewards Cap”). The ~~Sponsor~~Slashing ~~anticipates~~Cap and the Missed Rewards Cap are included ~~utilizing~~in, and not in addition to, the ~~custodial~~Global ~~services~~Cap, ofand the Global Cap, Slashing Cap, and Missed Rewards Cap are each cumulative for the duration of the ~~Custodians~~term toof ~~provide~~the ~~custodial~~Figment ~~services~~Agreement ~~for~~and ~~the~~not ~~Trust’s~~per ~~ether~~event.

~~The~~Provided ~~Sponsor~~that ~~will~~Figment ~~allocate~~generates ~~the~~staking ~~Trust’s ether~~rewards, ~~among~~Figment ~~the Custodians. In determining the amount and percentage of the Trust’s ether to allocate to each Custodian, the Sponsor~~ will ~~consider~~ ~~(i)~~be ~~the~~entitled concentration of the Trust’s ether at each Custodian, (ii) the Sponsor’s assessment of the safety and security policies and procedures of each Custodian, (iii) the insurance policies of each Custodian, (iv) the fees and expenses associated with the storage of the Trust’s ether at each Custodian, (v) the fees and expenses associated with the transfer to orcompensation ~~from~~determined ~~the~~as ~~accounts at~~a ~~each~~portion ~~Custodian, and (vi) any other factor the Sponsor deems relevant in making the allocation determination. The Sponsor does not intend to disclose the amount or percentage~~ of the ~~Trust’s~~staking ~~ether held at any of the Custodians~~rewards, ~~and~~which ~~the~~is ~~Sponsor~~generally ~~may~~expected ~~change the allocation between the Custodians at any time in its sole discretion and without notice~~ to ~~shareholders of the Trust (the “Shareholders”). The fees and expenses associated with the transfer of ether between the accounts at each Custodian will~~ be ~~borne~~a bylow ~~the Sponsor, not the Trust or the Shareholders. Transfers of ether between the accounts at each Custodian will generally occur “on~~single-~~chain” over~~digit ~~the~~percentage ~~Ethereum network. On-chain transactions are subject to all~~ of the ~~risks~~overall ofrewards ~~the Ethereum network, including the risk that transactions will be made erroneously and are generally irreversible~~amount.

The foregoing description is a summary, and does not purport to be a complete description, of the Custodial Services Agreement, and is qualified in its entirety by reference to the Custodial Services Agreement, dated December 12, 2025, which is filed as Exhibit 10.1 hereto and is incorporated by reference herein.

~~Authorized~~The ~~Participant~~Twinstake Staking Services Agreement

On ~~December~~February 164, ~~2025~~2026, the Trust entered into a ~~new~~staking ~~authorized~~services ~~participant~~ agreement ~~(the~~with ~~“Authorized~~Twinstake ~~Participant~~Ltd, ~~Agreement”)~~an ~~with~~exempted ~~Macquarie~~company ~~Capital~~incorporated ~~(USA)~~in ~~Inc.~~the Cayman Islands (“~~Macquarie~~Twinstake” and such agreement, the “Twinstake Agreement”), pursuant to which ~~Macquarie~~Twinstake ~~has~~will ~~agreed~~make toa ~~act~~staking assystem anand/or ~~authorized~~interface ~~participant~~available of to the Trust. ~~The~~for ~~Authorized~~the ~~Participant~~purpose ~~Agreement~~of ~~provides the~~network ~~procedures~~participation, ~~for~~and perform certain services, including providing nodes to which the ~~creation~~Trust can delegate ether and ~~redemption~~providing ofsupport ~~blocks~~for ofeligible 10changes,~~000~~ ~~shares~~improvements, ~~(“Baskets”)~~extensions ~~and~~or ~~for~~other ~~the~~new ~~delivery~~versions of the ~~ether~~Ethereum ~~required~~blockchain that are made ~~for~~available ~~such~~to ~~creation~~the ~~and~~Trust ~~redemption~~in Twinstake’s sole discretion. The ~~Authorized~~term ~~Participant~~of ~~Agreement~~the ~~differs~~Twinstake ~~from~~Agreement ~~the~~commenced ~~Trust’s~~on ~~agreements~~February ~~with~~4, ~~other~~2026 ~~authorized participants~~and continues in ~~that~~effect ituntil ~~allows~~terminated ~~for~~ in~~-kind~~ ~~creation~~accordance ~~and~~with ~~redemption~~its ~~orders~~terms. InThe ~~connection~~Twinstake ~~with~~Agreement ~~each~~may ~~order~~be terminated by ~~Macquarie~~Twinstake tofor ~~create~~any orreason ~~redeem~~upon at ~~one~~least orninety ~~more~~days’ ~~Baskets~~prior written notice to the Trust, ~~unless~~and ~~waived~~may be terminated by the ~~Sponsor,~~Trust with immediate effect for any reason by giving written notice to Twinstake where the ~~Sponsor~~Trust ~~shall~~has ~~charge~~no adigital ~~transaction~~assets ~~fee~~delegated for staking to Twinstake. The ~~Authorized~~Twinstake ~~Participant~~ Agreement ~~may~~can also be ~~amended~~terminated asunder ~~mutually~~certain ~~agreed~~circumstances byfor ~~the~~cause. ~~parties~~The Trust must indemnify Twinstake, ~~without~~its affiliates and their representatives against losses arising out of (A) any breach by the ~~consent~~Trust of (i) any ~~Shareholder.~~representation ~~The~~or ~~procedures~~warranty ~~governing~~made by the ~~order~~Trust ~~entry~~under ~~system~~the Twinstake Agreement, ~~may~~or be(ii) ~~amended~~the proprietary rights provisions contained in the Twinstake Agreement; (B) any breach by the Trust, ~~without~~its ~~the~~affiliates, ~~consent~~authorized users and/or representatives of ~~Macquarie~~any applicable law in its or their performance of any ~~Shareholder.~~obligations ~~The~~under ~~Authorized~~the ~~Participant~~Twinstake Agreement; ~~requires~~and/or (C) any claim brought by a third party arising out of the Trust’s, its affiliates’, authorized users’ and/or representatives’: (i) breach of the Twinstake Agreement; (ii) unauthorized or improper use of the services or staking platform; or (iii) gross negligence or willful misconduct (except to ~~indemnify~~the ~~Macquarie~~extent ~~and~~caused ~~certain~~by Twinstake’s breach of ~~its~~the ~~affiliates~~terms inof the Twinstake Agreement). Subject to certain exclusions, ~~situations~~Twinstake must indemnify The Trust, ~~including~~its ~~against~~affiliates ~~certain~~and their representatives against losses arising orout ~~related~~of: to(A) ~~untrue~~any third-party claim against the Trust alleging that the services and/or ~~alleged~~staking ~~untrue~~platform ~~statements~~infringe or misappropriate any intellectual property rights of ~~material~~any ~~fact~~third ~~under~~party ~~the~~(an ~~Registration~~“IP ~~Statement~~Claim”) and ~~Prospectus~~(B) an IP Claim arising out of Twinstake’s, its affiliates’, and/or representatives’: (asi) ~~defined~~breach ~~therein~~of the terms of the Twinstake Agreement; or (ii) gross negligence , willful misconduct or fraud (except to the extent caused by the Trust’s breach of the ~~Authorized~~terms of the Twinstake Agreement). Subject to certain exceptions, in no event will either party’s ~~Participant~~(or any of their affiliates’ and representatives’) total and cumulative liability under the Twinstake Agreement exceed the total service fees paid by the Trust to Twinstake in the twelve (12) months preceding the date of the first event (or ~~violation~~series of ~~applicable~~connected events) ~~law~~giving rise to such liability (the “Liability Cap”). ~~The~~Unless ~~Authorized~~due ~~Participant~~to ~~Agreement~~Twinstake’s ~~continues~~gross ~~indefinitely~~negligence, ~~unless~~fraud ~~earlier~~or ~~terminated~~willful inmisconduct ~~accordance~~ with respect to slashing penalties, Twinstake’s and its ~~terms~~affiliates’ maximum aggregate liability for missed network rewards and slashing penalties is limited to the Liability Cap.

The foregoing ~~description~~descriptions isare ~~a summary~~summaries, and ~~does~~ do not purport to be a complete ~~description~~descriptions, of the ~~Authorized~~Figment ~~Participant~~Agreement and the Twinstake Agreement, and isare qualified in ~~its~~their entirety by reference to the ~~Form~~ ofFigment ~~Master~~Agreement ~~Authorized~~and ~~Participant~~the Twinstake Agreement, which isare filed as ~~Exhibit~~Exhibits 10.1 and 10.2 hereto, respectively, and are is incorporated by reference herein.

~~Item~~Provided ~~8.01~~that ~~Other~~Twinstake ~~Events~~generates staking rewards, Twinstake will be entitled to compensation determined as a portion of the staking rewards, which is generally expected to be a low single-digit percentage of the overall rewards amount.

Beginning in 2026, Trust intends to pay cash distributions at least quarterly to Shareholders to distribute staking rewards earned by the Trust. This represents a change from the Trust’s prior disclosure that it did not intend to pay distributions to Shareholders. The Trust is implementing this distribution policy in order to comply with Internal Revenue Service guidance regarding the distribution of staking rewards.

The amount of any distribution, if any, will depend on the staking rewards actually earned by the Trust during each quarter and cannot be predicted with certainty. The amount of staking rewards earned will vary based on factors including, but not limited to, the amount of ether held by the Trust, the percentage of the Trust's ether that is staked, network staking participation rates, protocol reward rates on the Ethereum network, and network conditions. Accordingly, there can be no assurance as to the amount of distributions that will be paid in any quarter, and it is possible that no distributions will be paid in a given quarter if insufficient staking rewards are earned. The Trust will notify shareholders of the timing of any distributions via press release.

Item 9.01 Financial Statements and Exhibits.

10.1		~~BitGo~~Staking ~~Custodial~~Agreement ~~Services~~dated ~~Agreement~~as of February 4, 2026 between Figment Inc. and the Trust.
10.2		~~Form~~Non-Custodial Staking Services Agreement dated as of ~~Master~~February ~~Authorized~~4, ~~Participant~~2026 ~~Agreement~~between Twinstake Ltd., the Trust and 21Shares Solana ETF.
104		Cover Page Interactive Data File (embedded within the Inline XBRL document).

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Dated: December 18, 2025	21SHARES ETHEREUM ETF
Dated: February 10, 2026	21SHARES ETHEREUM ETF
	21Shares US LLC, as Sponsor of 21Shares Ethereum ETF
	By:	/s/ Duncan Moir
	Name	Duncan Moir
	Title:	President

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