Material Agreement (Form 8-K)

Item 1.01. Entry into a Material Definitive Agreement.

On August 6, 2026, Grayscale Investments Sponsors, LLC (the "Sponsor"), as sponsor of Grayscale Ethereum Staking ETF (the "Trust"), and CSC Delaware Trust Company, the trustee (the "Trustee") of the Trust, entered into the Fourth Amended and Restated Declaration of Trust and Trust Agreement, dated as of August 6, 2026 (the "Fourth A&R Trust Agreement"), which amends and restates in its entirety the Third Amended and Restated Declaration of Trust and Trust Agreement, dated September 25, 2025, as amended by Amendment No. 1 to the Third Amended and Restated Declaration of Trust and Trust Agreement, dated January 2, 2026 (the "Trust Agreement"). Capitalized terms used but not defined herein have the definitions given to them in the Trust's Registration Statement on Form S-3, as amended (File No. 333-278880).

The Fourth A&R Trust Agreement amends and restates certain provisions of the Trust Agreement to, among other things, (i) provide for the Trust to commence regular distributions of the net cash proceeds of staking rewards to Shareholders, by requiring the Trust to reduce the Staking Consideration held by the Trust to cash no less often than quarterly and to promptly distribute the cash proceeds, net of any Trust expenses not assumed by the Sponsor (including, for example, paying a portion of the Staking Consideration to the Sponsor as consideration for its facilitation of the Staking Arrangements), to the Shareholders, and (ii) make certain other conforming changes to facilitate the Trust's staking program and mandatory distribution framework.

The Trust currently intends to distribute to Shareholders the net cash proceeds of the Staking Consideration received by the Trust, after deducting the Staking Fee (as defined in the Fourth A&R Trust Agreement) and other applicable Trust expenses, on a monthly, but no less than quarterly, basis. The amount of such distributions will depend on the Staking Consideration actually received by the Trust during each period and cannot be predicted with certainty.

Shareholders are advised to discuss any tax consequences relating to their investment in the Trust as a result of the Fourth A&R Trust Agreement with their tax advisors. The Trust intends to file a prospectus supplement pursuant to Rule 424(b)(3) under the Securities Act of 1933, as amended, to update disclosure relating to the Fourth A&R Trust Agreement described herein.

The foregoing description of the Fourth A&R Trust Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Fourth A&R Trust Agreement, a copy of which is attached hereto as Exhibit 4.1 and incorporated herein by reference.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits