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~~June 2326, ~~2025~~2026

Grayscale Horizen Trust (ZEN)

(Exact name of Registrant as Specified in Its Charter)


Delaware	000-56435	83-6217411
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(IRS Employer Identification No.)

c/o Grayscale Investments Sponsors, LLC 290 Harbor Drive, 4th Floor
Stamford, Connecticut		06902
(Address of Principal Executive Offices)		(Zip Code)

     Registrant’s Telephone Number, Including Area Code: 212 668-1427

    

N/A

(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(g) of the Act:


Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Grayscale Horizen Trust (ZEN) Shares	HZEN	N/A

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 5.0302. ~~Amendments~~Departure toof ~~Articles~~Directors or Certain Officers; Election of ~~Incorporation~~Directors; orAppointment ~~Bylaws~~of Certain Officers; ~~Change~~Compensatory inArrangements ~~Fiscal~~of ~~Year~~Certain Officers.

On ~~December~~July 232, ~~2025~~2026, Grayscale Investments Sponsors, LLC (together with its affiliates as the context may require, “~~Sponsor~~Grayscale”, or “the Company”), ~~amended~~the sponsor of the ~~fiscal~~registrant, ~~year-end~~announced that Grayscale Operating, LLC, the sole member of Grayscale ~~Horizen~~Investments ~~Trust~~Sponsors, ~~(ZEN)~~LLC, (has approved the ~~“Trust”)~~appointment ~~for~~of ~~financial~~Kathryn ~~accounting~~Masci, ~~purposes~~Senior Vice President, ~~moving~~Finance, ~~from~~and ~~September~~Daniel 30Plourde, Senior Vice President, Finance, to ~~December~~serve 31as Co-Chief Financial Officers of ~~each~~Grayscale ~~year~~Investments Sponsors, LLC on an interim basis, effective ~~for~~July 2, 2026 and the ~~fiscal~~appointment ~~year~~of ~~beginning~~Ms. onMasci ~~January~~as 1a member of the Board of Managers of Grayscale Investments Sponsors, ~~2025~~LLC. Ms. Masci will also serve as Principal Financial and ~~ending~~Accounting onOfficer ~~December~~of 31the registrant effective July 2, ~~2025~~2026. ~~The~~Ms. ~~Trust~~Masci ~~intends~~and toMr. ~~file~~Plourde awill ~~transition~~succeed ~~report~~Edward onMcGee, ~~Form~~the ~~10-KT~~current ~~with~~Chief ~~the~~Financial ~~Securities~~Officer, Principal Financial and ~~Exchange~~Accounting ~~Commission~~Officer ~~for~~and member of the ~~transition~~Board ~~period~~of ~~beginning~~Managers ~~October~~of 1Grayscale Investments Sponsors, ~~2025~~LLC, as applicable, who has decided to step down from his position effective July 2, 2026. Mr. McGee is stepping down for personal reasons and ~~ending~~not ~~December~~due 31to any disagreement with the Company or any matter relating to Grayscale’s operations, ~~2025~~policies or practices. He leaves the Company on good terms and Grayscale thanks him for his 7 years of service.

~~The~~Kathryn ~~relevant~~Masci ~~amendments~~has ~~are~~served ~~set~~as ~~forth~~Senior inVice ~~Amendment~~President Noof Finance of Grayscale since January 2026 and has been with Grayscale since May 2020. 4Prior to ~~the~~serving ~~Amended~~as ~~and~~Senior ~~Restated~~Vice ~~Declaration~~President of ~~Trust~~Finance, Ms. Masci held various finance and ~~Trust~~accounting ~~Agreement~~roles ~~(“Trust~~at ~~Agreement”)~~Grayscale. Prior to joining Grayscale, Ms. Masci served as Assistant Controller at Garrison Capital Inc., a ~~copy~~publicly oftraded ~~which~~business isdevelopment ~~attached~~company, ~~hereto~~from July 2019 to May 2020. Before joining Garrison Capital, Ms. Masci served as ~~Exhibit~~a 4Senior Financial Reporting Associate at Pzena Investment Management, Inc.1, a publicly traded investment management firm, where she oversaw financial reporting and ~~incorporated~~accounting ~~herein~~policy byfrom ~~reference~~October 2016 to July 2019. From July 2014 to October 2016, Ms. Masci worked at Ernst & Young LLP in the Banking & Capital Markets and Professional Practice groups, providing audit and advisory services to financial services clients and supporting the consultation and accounting policy process for financial services audit teams. Ms. Masci earned her Bachelor of Science and Master of Science degrees in Accounting from the School of Management at Binghamton University, State University of New York. Ms. Masci is a Certified Public Accountant licensed in the state of New York.

~~Item~~Daniel 8Plourde has served as Senior Vice President of Finance of Grayscale since January 2026, after joining the firm as Vice President in September 2022, and has served as Assistant Treasurer of the Grayscale Funds Trust since 2025.01 Mr. ~~Other~~Plourde ~~Events~~has over 20 years of financial services experience, including senior roles in treasury, fund administration, and financial planning. Prior to joining Grayscale, Mr. Plourde served as Vice President at Gabelli Asset Management and Vice President of the Gabelli Funds Trusts. Previously, Mr. Plourde served as Vice President at State Street Global Advisors and Assistant Treasurer of the SPDR ETF Trusts. Mr. Plourde earned his Master of Business Administration with a concentration in Accounting from the University of Massachusetts Boston.

As previously disclosed in the Trust’s Current Report on Form 8-K filed on July 18, 2025, the Sponsor indicated that it intended to evaluate, following the completion of the migration of all ZEN tokens from the legacy Horizen blockchain to the Base Network (the “Migration”), among other factors, the adoption and usage of such tokens and the ongoing viability of the Trust following the Migration, and that the Sponsor expected to make a determination as to the foregoing by December 2025.

Furthermore, the Sponsor discusses the security status of ZEN and the Sponsor’s transactions in ZEN with external counsel, and has received a memorandum regarding the status of ZEN and the Sponsor’s transactions in ZEN under the federal securities laws from external counsel. While the Sponsor does not currently believe that the Migration alters its prior conclusions regardingthe status of ZEN under the federal securities laws, the Migration could impact the Sponsor and its external counsel’s analysis, which the Sponsor is continuing to evaluate as part of the ongoing viability of the Trust. See “Part I—Item 1A. Risk Factors—A determination that ZEN or any other digital asset is a “security” may adversely affect the value of ZEN and the value of the Shares, and result in potentially extraordinary, nonrecurring expenses to, or termination of, the Trust” in the Trust’s Annual Report on Form 10-K for the fiscal year ended September 30, 2025, as amended from time to time (the “Annual Report”).

As of the date hereof, the Sponsor has determined that it will continue the affairs of the Trust and does not intend, at this time, to discontinue or dissolve the Trust pursuant to the Trust Agreement based on the matters evaluated. However, the Sponsor may re-evaluate the Trust’s viability in the future in accordance with the Trust Agreement and applicable law.

Capitalized terms used but not defined herein have the meanings ascribed to such terms in the Trust’s Annual Report.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits

Exhibit No.		Description
4.1		Amendment No. 4 to the Amended and Restated Declaration of Trust and Trust Agreement
104		Cover Page Interactive Data File (the cover page XBRL tags are 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 thereunto duly authorized.

			Grayscale Investments Sponsors, LLC, as Sponsor of Grayscale Horizen Trust (ZEN)
Date:	~~December~~July 232, ~~2025~~2026	By:	/s/ ~~Edward~~Kathryn ~~McGee~~Masci
			Name: Edward McGeeTitle: Chief Financial Officer (Principal Financial and Accounting Officer)*
			Name: Kathryn MasciTitle: Co-Chief Financial Officer (Principal Financial and Accounting Officer)*

* The Registrant is a trust and the identified person signing this report is signing in their capacity as an authorized officer of Grayscale Investments Sponsors, LLC, the Sponsor of the Registrant.

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