Self-Regulatory Organizations; Proposed Rule Changes: NYSE Arca, Inc.

Self-Regulatory Organizations; NYSE Arca, Inc.; Notice of Filing and Immediate Effectiveness of Proposed Rule Change To Amend the Grayscale Ethereum Trust ETF and Grayscale Ethereum Mini Trust ETF

Pursuant to Section 19(b)(1)  ⁽¹⁾ of the Securities Exchange Act of 1934 ("Act")  ⁽²⁾ and Rule 19b-4 thereunder, ⁽³⁾ notice is hereby given that, on September 19, 2025, NYSE Arca, Inc. ("NYSE Arca" or the "Exchange") filed with the Securities and Exchange Commission (the "Commission") the proposed rule change as described in Items I and II below, which Items have been prepared by the self-regulatory organization. The Commission is publishing this notice to solicit comments on the proposed rule change from interested persons.

I. Self-Regulatory Organization's Statement of the Terms of Substance of the Proposed Rule Change

The Exchange proposes to amend the Grayscale Ethereum Trust ETF (the "Trust") and Grayscale Ethereum Mini Trust ETF (the "Mini Trust" and, together with the Trust, the "Trusts"), shares of which are currently listed and traded on the Exchange pursuant to Rule 8.201-E (Non-Generic), to list and trade on the Exchange pursuant to Rule 8.201-E (Generic). The proposed rule change is available on the Exchange's website at www.nyse.com , at the principal office of the Exchange, and at the Commission's Public Reference Room.

II. Self-Regulatory Organization's Statement of the Purpose of, and Statutory Basis for, the Proposed Rule Change

In its filing with the Commission, the self-regulatory organization included statements concerning the purpose of, and basis for, the proposed rule change and discussed any comments it received on the proposed rule change. The text of those statements may be examined at the places specified in Item IV below. The Exchange has prepared summaries, set forth in sections A, B, and C below, of the most significant parts of such statements.

A. Self-Regulatory Organization's Statement of the Purpose of, and the Statutory Basis for, the Proposed Rule Change

1. Purpose

The Exchange proposes to amend the Trusts, shares of which currently list and trade on the Exchange pursuant to Rule 8.201-E (Non-Generic), ⁽⁴⁾ to list and trade on the Exchange pursuant to Rule 8.201-E (Generic).

The Commission approved the listing and trading of shares of the Trust (the "Trust Shares") on the Exchange under Rule 8.201-E on May 23, 2024  ⁽⁵⁾ and the listing and trading of shares of the Mini Trust (the "Mini Trust Shares") on the Exchange under Rule 8.201-E on July 17, 2024. ⁽⁶⁾

Rule 8.201-E (Non-Generic) governs the listing and trading of Commodity-Based Trust Shares. Commodity-Based Trust Shares are securities issued by a trust that represents investors' discrete identifiable and undivided beneficial ownership interest in the commodities deposited into the trust.

On September 17, 2025, the Commission approved a proposed rule change to adopt Rule 8.201-E (Generic). ⁽⁷⁾ Rule 8.201-E (Generic) provides for the generic listing and trading of Commodity-Based Trust Shares that meet the requirements of the Rule, and which are permitted to be listed and traded on the Exchange without prior Commission approval order or notice of effectiveness pursuant to Section 19(b) of the Act.

The Exchange proposes to amend the Trusts to provide for the listing and trading of the Trust Shares and Mini Trust Shares under the generic listing standards set forth in Rule 8.201-E (Generic), which would permit the Trusts to operate in reliance on the generic listing standards in Rule 8.201-E (Generic) instead of the terms of the Original Approval Orders. The Trust Shares and Mini Trust Shares will meet the requirements of Rule 8.201-E (Generic) and will be required to comply with the continued listing requirements set forth in such Rule.

2. Statutory Basis

The Exchange believes the proposed rule change is consistent with the Act and the rules and regulations thereunder applicable to the Exchange and, in particular, the requirements of Section 6(b)  ⁽⁸⁾ of the Act. Specifically, the Exchange believes the proposed rule change is consistent with the Section 6(b)(5)  ⁽⁹⁾ requirements that the rules of an exchange be designed to prevent fraudulent and manipulative acts and practices, to promote just and equitable principles of trade, to foster cooperation and coordination with persons engaged in regulating, clearing, settling, processing information with respect to, and facilitating transactions in securities, to remove impediments to and perfect the mechanism of a free and open market and a national market system, and, in general, to protect investors and the public interest.

The Exchange believes the proposed rule change is designed to remove impediments to and perfect the mechanism of a free and open market and, in general, to protect investors and the public interest because it would provide for the transition of the Trusts from being listed under Rule 8.201-E (Generic [sic]) to Rule 8.201-E (Generic) instead. The proposed change would allow the Trust Shares and Mini Trust Shares to continue listing and trading on the Exchange and permit the Trusts to operate in reliance on the generic listing standards in Rule 8.201-E (Generic) instead of the terms of the Original Approval Orders, thereby facilitating the continued listing and trading of exchange-traded products that will enhance competition among market participants, to the benefit of investors and the marketplace. The Trust Shares and Mini Trust Shares will meet the requirements of Rule 8.201-E (Generic) and will be required to comply with the continued listing standards set forth in Rule 8.201-E (Generic).

B. Self-Regulatory Organization's Statement on Burden on Competition

The Exchange does not believe that the proposed rule change will impose any burden on competition that is not necessary or appropriate in furtherance of the purpose of the Act. As discussed above, the proposed change is intended to facilitate the continued listing and trading of the Trust Shares and Mini Trust Shares on the Exchange, thereby promoting competition among exchange-traded products to the benefit of investors and the marketplace.

C. Self-Regulatory Organization's Statement on Comments on the Proposed Rule Change Received From Members, Participants, or Others

No written comments were solicited or received with respect to the proposed rule change.

III. Date of Effectiveness of the Proposed Rule Change and Timing for Commission Action

The Exchange has filed the proposed rule change pursuant to Section 19(b)(3)(A) of the Act  ⁽¹⁰⁾ and Rule 19b-4(f)(6)  ⁽¹¹⁾ thereunder. Because the foregoing proposed rule change does not: (i) significantly affect the protection of investors or the public interest; (ii) impose any significant burden on competition; or (iii) become operative for 30 days from the date on which it was filed, or such shorter time as the Commission may designate, it has become effective pursuant to Section 19(b)(3)(A) of the Act  ⁽¹²⁾ and Rule 19b-4(f)(6)  ⁽¹³⁾ thereunder.

A proposed rule change filed under Rule 19b-4(f)(6)  ⁽¹⁴⁾ normally does not become operative prior to 30 days after the date of the filing. However, pursuant to Rule 19b-4(f)(6)(iii), ⁽¹⁵⁾ the Commission may designate a shorter time if such action is consistent with protection of investors and the public interest. The Exchange has asked the Commission to waive the 30-day operative delay so that the proposed rule change may become operative immediately upon filing. The Commission believes that waiving the 30-day operative delay is consistent with the protection of investors and the public interest because it will allow the Exchange to implement the proposed rule change without delay and does not introduce any novel regulatory issues. Accordingly, the Commission designates the proposed rule change to be operative upon filing. ⁽¹⁶⁾

At any time within 60 days of the filing of the proposed rule change, the Commission summarily may temporarily suspend such rule change if it appears to the Commission that such action is necessary or appropriate in the public interest, for the protection of investors, or otherwise in furtherance of the purposes of the Act. If the Commission takes such action, the Commission will institute proceedings to determine whether the proposed rule change should be approved or disapproved.

IV. Solicitation of Comments

Interested persons are invited to submit written data, views and arguments concerning the foregoing, including whether the proposed rule change is consistent with the Act. Comments may be submitted by any of the following methods:

Electronic Comments

• Use the Commission's internet comment form ( https://www.sec.gov/rules/sro.shtml ); or

• Send an email to [email protected]. Please include file number SR-NYSEARCA-2025-72 on the subject line.

Paper Comments

• Send paper comments in triplicate to Secretary, Securities and Exchange Commission, 100 F Street NE, Washington, DC 20549-1090.

All submissions should refer to file number SR-NYSEARCA-2025-72. This file number should be included on the subject line if email is used. To help the Commission process and review your comments more efficiently, please use only one method. The Commission will post all comments on the Commission's internet website ( https://www.sec.gov/rules/sro.shtml ). Copies of the filing will be available for inspection and copying at the principal office of the Exchange. Do not include personal identifiable information in submissions; you should submit only information that you wish to make available publicly. We may redact in part or withhold entirely from publication submitted material that is obscene or subject to copyright protection. All submissions should refer to file number SR-NYSEARCA-2025-72 and should be submitted on or before October 17, 2025.

⁽¹⁾  15 U.S.C. 78s(b)(1).

⁽²⁾  15 U.S.C. 78a.

⁽³⁾  17 CFR 240.19b-4.

⁽⁴⁾  In connection with the adoption of new NYSE Arca Rule 8.201-E (Generic), as further discussed below, the Exchange renamed Rule 8.201-E as Rule 8.201-E (Non-Generic). See Securities Exchange Act Release No. 103995 (September 17, 2025) (SR-NASDAQ-2025-056; SR-CboeBZX-2025-104; SRNYSEARCA-2025-54) (Order Granting Accelerated Approval of Proposed Rule Changes, as Modified by Amendments Thereto, to Adopt Generic Listing Standards for Commodity-Based Trust Shares) ("Generic Listing Standards Approval Order").

⁽⁵⁾ See Securities Exchange Act Release No. 100224 (May 23, 2024), 89 FR 46937 (May 30, 2024) (SR-NYSEARCA-2023-70; SR-NYSEARCA-2024-31; SR-NASDAQ-2023-045; SR-CboeBZX-2023-069; SR-CboeBZX-2023-070; SR-CboeBZX-2023-087; SR-CboeBZX-2023-095; SR-CboeBZX-2024-018) (Order Granting Accelerated Approval of Proposed Rule Changes, as Modified by Amendments Thereto, to List and Trade Shares of Ether-Based Exchange-Traded Products) ("Trust Shares Approval Order").

⁽⁶⁾ See Securities Exchange Act Release No. 100541 (July 17, 2024), 89 FR 59786 (July 23, 2024) (SR-NYSEARCA-2024-44; SR-NYSEARCA-2024-53) (Order Granting Approval of Proposed Rule Changes To List and Trade Shares of the Grayscale Ethereum Mini Trust and ProShares Ethereum ETF) (together with the Trust Shares Approval Order, the "Original Approval Orders").

⁽⁷⁾ See Generic Listing Standards Approval Order, note 4, supra.

⁽⁸⁾  15 U.S.C. 78f(b)(5).

⁽⁹⁾  15 U.S.C. 78f(b)(5).

⁽¹⁰⁾  15 U.S.C. 78s(b)(3)(A).

⁽¹¹⁾  17 CFR 240.19b-4(f)(6).

⁽¹²⁾  15 U.S.C. 78s(b)(3)(A).

⁽¹³⁾  17 CFR 240.19b-4(f)(6). In addition, Rule 19b-4(f)(6)(iii) requires the Exchange to give the Commission written notice of its intent to file the proposed rule change, along with a brief description and text of the proposed rule change, at least five business days prior to the date of filing of the proposed rule change, or such shorter time as designated by the Commission. The Exchange requested waiver of the five-day prefiling requirement for this proposal for the reasons stated in its filing, which the Commission hereby grants.

⁽¹⁴⁾  17 CFR 240.19b-4(f)(6).

⁽¹⁵⁾  17 CFR 240.19b-4(f)(6)(iii).

⁽¹⁶⁾  For purposes only of waiving the 30-day operative delay, the Commission also has considered the proposed rule's impact on efficiency, competition, and capital formation. See 15 U.S.C. 78c(f).

⁽¹⁷⁾  17 CFR 200.30-3(a)(12) and (59).