Canary HBAR ETF 8-K

What Happened

• On June 9, 2026, Canary HBAR ETF (the “Trust”), through Trustee CSC Delaware Trust Company, and Sponsor Canary Capital Group LLC entered a Second Amended and Restated Trust Agreement and an Amended and Restated Sponsor Agreement.
• The agreements confirm the Trust holds HBAR and issues Shares representing fractional interests in the Trust’s net assets, and they expressly authorize Trust participation in a staking program.
• Under the new terms, all staking rewards generated from the Trust’s HBAR are paid to the Sponsor as additional compensation and are not included in the Trust’s net asset value (NAV) or HBAR holdings for creation/redemption calculations.

Key Details

• Effective date of agreements: June 9, 2026.
• All staking rewards are the Sponsor’s property and are excluded from the Trust’s NAV, creation HBAR amount, and HBAR holdings.
• The Sponsor has sole authority over staking decisions (whether to stake, how much to stake, selection of staking providers) without consent from the Trustee, the Trust, or shareholders.
• Sponsor protections: indemnification by the Trust (except for willful misconduct, bad faith, gross negligence, or fraud) and limitation of Sponsor liability for staking losses if it acted in good faith.

Why It Matters

• Investors should note staking rewards will not increase the Trust’s reported NAV or HBAR holdings because the Sponsor receives those rewards directly. That affects how the fund’s value and yield are reported to shareholders.
• The Sponsor’s exclusive control over staking decisions and its entitlement to rewards create a potential conflict of interest and concentrate operational control with the Sponsor; shareholders have no management or control rights under the agreement.
• The Sponsor’s limited liability for staking outcomes (absent bad faith, fraud, gross negligence or willful misconduct) means shareholders bear indirect exposure to staking risks (e.g., slashing or penalties) while not receiving the staking upside reflected as NAV.