Overview

The Grayscale XRP Trust ETF has released its Annual Report on Form 10-K for the fiscal year ended December 31, 2025. This report contains significant disclosures regarding the Trust’s operations, investment objectives, risk factors, regulatory environment, and market dynamics. Below, we detail the information most relevant and potentially price-sensitive for shareholders and investors.

Key Points and Operational Structure

• Primary Objective: The Trust aims for the value of its shares (based on XRP per share) to directly reflect the value of XRP held by the Trust, as determined by the Index Price, less expenses and liabilities.
• Structure: The Trust is managed by Grayscale Investments Sponsors, LLC, and its shares are traded on NYSE Arca, Inc. under the symbol “GXRP.”
• Shares Outstanding: As of March 6, 2026, there were 2,760,100 shares outstanding.
• Market Accessibility: Investors can access the Trust’s shares directly via NYSE Arca, providing an alternative to direct XRP acquisition and custody.
• Reporting Status: The Trust is current with all reporting requirements under the Securities Exchange Act of 1934.

Price-Sensitive Risk Factors for Shareholders

The report outlines numerous risks that could directly impact share price and investor returns:

• Extreme XRP Volatility: The trading price of XRP (and thus the Trust’s shares) has been and may continue to be extremely volatile. Shareholders could lose all or a significant portion of their investment if prices decline sharply.
• Blockchain and Digital Asset Industry Risks: The medium- and long-term value of shares depends on the development and acceptance of blockchain technology and XRP. The industry is rapidly evolving, with concentrated ownership posing additional risks if large holders sell.
• Digital Asset Market Disruptions: Recent events in the digital asset economy have led to market turmoil, loss of confidence, and liquidity declines. Regulatory actions or market failures could further impact values.
• Reliance on Third Parties: The Trust relies on third-party service providers (e.g., custodians, brokers). Replacing these providers could disrupt operations and pose risks to asset safekeeping.
• Possible Trading Discount/Premium: Shares may trade at a discount or premium to NAV due to market factors or suspension of redemption programs, exposing investors to market inefficiencies.
• Regulatory Uncertainty: The regulatory status of XRP remains uncertain, especially regarding whether XRP is classified as a security. Any determination that XRP is a security could result in extraordinary expenses, forced liquidation, or even termination of the Trust.
• Market Structure Risks: Many digital asset trading platforms are unregulated and lack transparency, increasing the risk of manipulation (e.g., wash trading, front-running).
• Competition: The emergence or growth of other digital assets could reduce demand for XRP and negatively affect share values.
• Extraordinary Expenses: The Trust could be impacted by unforeseen legal, tax, or operational costs, including those arising from regulatory changes, cybersecurity incidents, or pandemics.
• Tax Uncertainties: The evolving tax status of digital assets and related transactions could create additional liabilities or reduce after-tax returns.
• Conflicts of Interest: Potential conflicts may arise between the Sponsor (or its affiliates) and the Trust, which could impact decision-making and governance.

Investors should note that any materialization of these risks could quickly and significantly affect the Trust’s share price.

Trust Operations, Index, and Trading Platform Selection

• Index Price Calculation: The Trust uses a reference Index Price for XRP, calculated using data from multiple digital asset trading platforms selected according to stringent criteria (liquidity, security, regulatory compliance, KYC/AML, transparency, data quality, and executive team).
• Platform Jurisdictions: Constituent platforms must be licensed and able to serve customers in major regulatory jurisdictions (U.S., U.K., Hong Kong, Singapore).
• Index Adjustments: The Index Provider can change methodology or constituent platforms at its discretion, which may affect tracking accuracy and share value.
• Manual Intervention: In rare cases (e.g., exchange outages, insolvency, or hacks), the Index Provider may manually adjust the index, with public notification.

Other Noteworthy Information

• No Internal Control Attestation: The Trust’s auditor has not filed a report on the effectiveness of internal controls over financial reporting.
• Not a Shell Company: The Trust is not classified as a shell company.
• Public Float: The aggregate market value of shares held by non-affiliates is “not applicable,” likely reflecting the ETF’s structure or lack of a public float calculation.
• Glossary and Further Details: A glossary of industry terms is provided for investors, and further details on risk factors and operations are included throughout the report.

Conclusion & Price-Sensitive Summary

The 2025 Annual Report for Grayscale XRP Trust ETF underscores the highly speculative nature of investing in the Trust’s shares, given the extreme volatility of XRP, regulatory uncertainties, and dependence on third-party service providers and digital asset markets. The regulatory environment—especially any future determination regarding XRP’s classification as a security—remains the most significant potential driver of share price volatility.

Investors and shareholders should closely monitor regulatory developments, market conditions, and the Trust’s quarterly and annual disclosures for any changes that may affect the value of their investment.