An investment in the VanEck Solana ETF (“VSOL,” or the “Trust”) is subject to significant risk and may not be suitable for all investors. The value of Solana is highly volatile, and you can lose your entire principal investment. VSOL is not an investment company registered under the Investment Company Act of 1940 (the “1940 Act”) and therefore is not subject to the same protections as mutual funds or ETFs registered under the 1940 Act.

Staking SOL through third parties involves liquidity, validator, and counterparty risks. Locked staking periods may delay redemptions, and validator errors can trigger penalties or losses. Providers’ reliability and security add operational risk. Rewards face fees, taxes, and timing uncertainty, while regulatory or tax changes could affect staking legality or the Trust’s status.

Solana is a blockchain network that enables decentralized applications and smart contracts. Solana (SOL) is its native cryptocurrency and “SOL” is its trading symbol.

VSOL: Prospectus

• Why should investors consider VSOL?
• Why consider exposure to Solana?
• What is the investment strategy for VSOL?
• How does VSOL compare to direct Solana ownership?
• What are the differences between VSOL and other Solana investment options?
• How does the fund's creation/redemption process work?
• What are the tax implications compared to direct Solana investment?
• What is staking?
• Does VSOL participate in staking?
• Who is the Trust's validator?
• Are there distributions of staking rewards?
• How do staking rewards show up in NAV?
• Are staking rewards guaranteed? What yield should I expect?
• How long does unstaking (deactivation) take? Will that impact redemptions?
• What is "slashing," and can it affect my investment?
• What kind of fees does VSOL have?
• How is the Solana for VSOL custodied?
• Who is Gemini?
• Who is Coinbase?
• What are the risks involved in buying VSOL?
• How does the Trust audit its Solana?
• How can Investors Buy VSOL?
• Who Created Solana?
• How is New Solana Created?
• What is Solana "Mainnet"?
• How Does Solana Compare to Bitcoin?
• What is Proof of History?
• What is Solana Used For?

Why should investors consider VSOL?

VSOL offers convenient exposure to Solana without the complexities of direct ownership. It’s a cost-efficient solution to obtain Solana exposure, managed by VanEck, a well-established ETF issuer with extensive experience in crypto-related products. VSOL also benefits from expert management and qualified custody of Solana. This product allows investors to access Solana price exposure within a traditional investment vehicle.

Why consider exposure to Solana?

Solana is designed for high throughput and low transaction costs, making it attractive for consumer apps, DeFi, NFTs and payments. As a digital asset, Solana offers:

• Utility and Demand: SOL is used to pay for transaction fees and computation on Solana.
• Smart Contract Platform: Solana supports scalable decentralized applications (dApps), with growing developer activity.
• Portfolio Diversification: Investing in Solana can provide potential portfolio diversification benefits, as it operates differently from traditional financial assets.
• Adoption and Growth: With a robust development community and growing mainstream acceptance, Solana's role in the digital economy is expanding rapidly.

What is the investment strategy for VSOL?

The Trust’s investment objective is to reflect the performance of the price of Solana (“SOL”) and rewards from staking a portion of the Trust’s SOL, less the expenses of the Trust’s operations. The value of the SOL of the Trust is determined by reference to the underlying Index price, the MarketVector Solana Benchmark Rate. The Trust is a passive investment vehicle that does not seek to pursue any investment strategy beyond reflecting the performance of the price of SOL and any rewards from staking a portion of the Trust’s SOL.

How does VSOL compare to direct Solana ownership?

Direct Solana ownership requires interacting with a crypto exchange, managing storage, and ensuring security, all of which can be complex. VSOL can be bought and sold on traditional stock exchanges, making it accessible through brokerage accounts, simplifying the process for investors.

What are the differences between VSOL and other Solana investment options?

How does the fund's creation/redemption process work?

The Trust can create or redeem shares either in-kind with SOL or in cash. These transactions occur in multiples of a creation unit (25,000 shares per unit) through an Authorized Participant in the primary market, where each unit represents a pro-rata slice of the trust. In an in-kind creation, SOL is delivered to the Trust and the corresponding number of ETP shares is issued based on the creation unit; In an in-kind redemption, ETP shares are returned and the corresponding amount of SOL is delivered out from the Trust. For cash creations, the Authorized Participant delivers cash to the trust and the corresponding SOL is purchased; For cash redemptions the corresponding SOL is sold and cash is delivered out to the redeeming Authorized Participant. In both instances, all trading costs are borne by the Authorized Participant.

What are the tax implications compared to direct Solana investment?

The VanEck Solana ETF is a grantor trust for U.S. federal income tax purposes. As a result, the Trust itself is not subject to U.S. federal income tax. Instead, the Trust’s income and expenses “flow through” to the Shareholders. Shareholders generally will be treated, for U.S. federal income tax purposes, as if they directly owned a pro rata share of the underlying assets held in the Trust. Shareholders also will be treated as if they directly received their respective pro rata shares of the Trust’s income and proceeds, and directly incurred their pro rata share of the Trust’s expenses. Most state and local tax authorities follow U.S. Income tax rules in this regard. However, Shareholders should contact their own tax advisors as to the tax consequences of ownership of VSOL shares.

What is staking?

Staking is the process of delegating SOL in independent network operators called validators to help secure and operate the Solana network. In return, the protocol may issue staking rewards. Delegation does not transfer ownership of the Trust's SOL to the validator: the Trust's SOL remains in qualified, custodied accounts, while the staked portion is subject to protocol rules (e.g., activation/deactivation across network epochs). Staking rewards are variable and not guaranteed; the Sponsor may adjust, pause, or reallocate staking at any time for operational reasons.

Does VSOL participate in staking?

Yes. The Trust delegates a portion of its SOL to help secure the Solana network and earn staking rewards. Staking levels may vary over time and the Sponsor may adjust staking to support Trust operations.

Who is the Trust's validator?

The Trust currently uses OrangeFin as its validator for delegated stake. The Sponsor may add, remove, or reallocate among validators over time.

Are there distributions of staking rewards?

No. The Trust does not make distributions of staking rewards. Any net staking rewards accrue to the Trust and are reflected in the NAV, subject to fees and expenses. Overtime, this can increase the amount of SOL represented per share, net of the Sponsor's fee, validator commission, and other Trust expenses.

How do staking rewards show up in NAV?

Rewards are credited per protocol mechanics (e.g., by epoch) and, once realized by the Trust, increases the Trust's SOL holdings. This accrual is captured in daily NAV calculations.

Are staking rewards guaranteed? What yield should I expect?

Staking rewards, if any are variable and depend on network conditions, validator performance, and onchain parameters. There is no guarantee the Trust will earn rewards during any period. Past performance is no guarantee of future results.

How long does unstaking (deactivation) take? Will that impact redemptions?

Unstaking generally required one or more network epochs to complete, during which the staked SOL becomes available for transfer after protocol timing. The sponsor may reduce staking to support creation/redemption activity.

What is "slashing," and can it affect my investment?

Slashing is a mechanism used by some proof of stake blockchains, like Ethereum, to penalize validators that act dishonestly or fail to follow network rules. These penalties can reduce a validator's staked tokens if the network detects improper behavior. Solana, which also uses a proof of stake system, does not currently apply automatic slashing. The network is laying the groundwork for future slashing rules through several published improvement proposals, but these changes are not expected to activate until a major consensus upgrade planned for 2026.

What kind of fees does VSOL have?

VSOL charges an annual sponsor fee of 0.30%. During the period commencing on November 17, 2025 and ending on February 17, 2026, the Sponsor will waive the entire Sponsor Fee for the first $1 billion of the Trust’s assets. The Trust’s third-party staking service provider has also agreed to waive its fee for its staking services during this same period. If the Trust’s assets exceed $1 billion prior to February 17, 2026, the Sponsor Fee charged on assets over $1 billion will be 0.30%. All investors will incur the same Sponsor Fee, which is the weighted average of those fee rates. After February 17, 2026, the Sponsor Fee will be 0.30%. Brokerage fees and commissions may apply. Please check with your broker.

How is the Solana for VSOL custodied?

The Trust’s Solana is held by its crypto custodians (currently, Gemini Trust Company, LLC and Coinbase Custody Trust, LLC), which act as the Solana Custodian, responsible for securely storing all of the Trust’s Solana related to its Solana Account and Clearing Account.

Who is Gemini?

Gemini is a leading cryptocurrency exchange and custodian known for its robust security measures and regulatory compliance.

• Regulation: Full-reserve exchange and custodian, regulated by NYDFS (New York Department of Financial Services), licensed in all 50 US states, and holds multiple licenses globally.
• Security: Includes multisignature technology, role-based governance protocols, physical security, multiple layers of biometric access controls, and $100M in digital asset insurance coverage. Completed SOC 1 Type II and SOC 2 Type II audits, and ISO 27001 certified (a global standard for information security management, ensuring organizations implement and maintain strong data protection and risk management controls).
• Operational Standards: Ensures all customer funds are held 1:1 and are available for withdrawal, adheres to strict compliance and operational protocols to safeguard customer assets.

Gemini Storage Solutions:

• Cold Storage: Gemini is required to hold the Trust’s Solana in cold storage, which involves storing private keys completely offline to protect against unauthorized access and cyber threats. Cold storage is used for long-term security.
• Hot Storage: Solana that needs to be accessible temporarily for operations, such as creations, redemptions, or to pay the Sponsor Fee and extraordinary expenses, is held in hot wallets. These wallets are connected to the internet but are used only for short periods.

Custody Structure and Security:

• Gemini employs hardware security modules (HSMs) to generate, store, and manage private keys for both cold and hot storage.
• Multi-signature technology and geographically diverse storage locations across the United States are used to enhance security and reduce risks.
• All private keys are stored in air-gapped environments with multiple levels of physical security and monitoring controls.

Regulatory Compliance:

• As a fiduciary under Section 100 of the New York Banking Law, Gemini is held to stringent capital reserve requirements and banking compliance standards.
• Gemini is subject to various U.S. federal and state laws, including anti-money laundering regulations, the Bank Secrecy Act, and the USA PATRIOT Act.

Insurance Coverage:

• Gemini maintains a $100 million policy covering fraud, theft, and cyber-security breaches, and a $25 million crime policy. This insurance applies to all digital assets held by Gemini, including those of the Trust.
• This insurance applies to all digital assets held by Gemini, including those of the Trust, but does not cover losses due to market fluctuations or declines in the value of Solana.
• The Trust is not a named beneficiary of Gemini's insurance policy, and coverage applies only to specific losses (e.g., theft or fraud). In the event of a covered loss, the policy may not fully compensate for all losses incurred by the Trust.
• The availability and sufficiency of Gemini's insurance are not guaranteed and are not specific to the Trust.

Who is Coinbase?

Coinbase is a prominent cryptocurrency exchange and custodian acclaimed for its extensive security protocols and regulatory adherence:

• Regulation: Full-reserve exchange and custodian, regulated by NYDFS (New York Department of Financial Services), licensed in all 50 US states, and holds multiple licenses globally.
• Security: Includes multisignature technology, role-based governance protocols, physical security, multiple layers of biometric access controls, and $100M in digital asset insurance coverage. Completed SOC 1 Type II and SOC 2 Type II audits, and ISO 27001 certified (a global standard for information security management, ensuring organizations implement and maintain strong data protection and risk management controls).
• Operational Standards: Ensures all customer funds are held 1:1 and are available for withdrawal, adheres to strict compliance and operational protocols to safeguard customer assets.

Information Security Management Program:

• Led by the Chief Security Officer with independent SOC 1 (a report evaluating internal controls relevant to financial reporting) and SOC 2 Type II (a report assessing the effectiveness of security, availability, processing integrity, confidentiality and privacy controls over time) attestations.
• Includes policies, procedures, and standards to manage information security risks
• Detailed Physical Security program with access control processes, emergency procedures, CCTV, and security systems governed by a board-approved policy.

Custody and Security of Assets:

• Vault wallet: Assets are secured within a cold storage environment with segregated wallets. Extensive key management technology, operations, and personnel ensure security.
• Trading balance: majority of assets kept in cold storage with some in hot wallets.

Secure Storage of Client Keys/Assets:

• Vault wallet: secure key generation, dual encrypted private key material, and geographically redundant storage. Transactions require cryptographic consensus across multiple operators.
• Trading wallet: private keys are stored within high security online environments, encrypted at rest, and transactions are signed in protected environments.

Insurance Coverage:

Coinbase maintains a Commercial Crime insurance policy covering certain losses of client assets, including employee collusion, theft, security breaches, and fraudulent transfers.

• This insurance does not cover declines in the value of Solana and is not specific to the Trust.
• While Coinbase has maintained this coverage since 2013, there is no guarantee that it will be sufficient to cover all potential losses or that claims will be fully paid.

What are the risks involved in buying VSOL?

• Solana Market Risks: The value of Solana can be extremely volatile and unpredictable. Digital assets such as Solana were only introduced within the past decade, and their medium-to-long-term value is subject to various factors, including the development of blockchain technology and the evolving investment characteristics of digital assets, which are uncertain and difficult to evaluate.
• Regulatory Risks: The regulatory landscape for digital assets continues to evolve. While some Solana trading platforms may be subject to regulation in certain jurisdictions, they may not be in full compliance or may operate with limited oversight. This lack of transparency creates risks of fraud, manipulation, security failures, and operational disruptions, all of which may negatively impact the value of Solana and, consequently, the value of VSOL shares.
• Operational Risks: The Trust relies on third-party custodians for the safekeeping of its Solana holdings. There can be no assurance that current security measures or custody practices will function as intended or fully protect against loss, theft, or unauthorized access. Additionally, while custodians maintain certain insurance policies, such coverage may not be sufficient to cover all potential losses.
• Market Trading Risks: VSOL shares may trade at a premium or discount to the Trust’s net asset value (NAV), and liquidity in the secondary market is not guaranteed. If market participants experience disruptions or reduced interest in digital asset investment vehicles, it could negatively affect trading activity and price efficiency.
• Staking Risks: Staking involves risks, including limited liquidity while assets are locked during activation or withdrawal periods. Validators may fail or act improperly, resulting in penalties or “slashing” losses. Using third-party providers adds counterparty, operational, and cybersecurity risks. Staking rewards, if any, may be reduced by fees or taxes, and their timing and treatment may be uncertain. Legal or regulatory changes could affect the availability, treatment, or costs of staking activities.

How does the Trust audit its Solana?

On a daily basis, the sponsor and the accounting agent reconcile the Solana position at Gemini and Coinbase. As part of the Trust's annual audit, auditors confirm the existence of Solana positions. Gemini and Coinbase have a SOC 1 Report produced by an independent auditor outlining controls around the safekeeping of assets.

How can Investors Buy VSOL?

Investors are able to purchase VSOL shares through their existing brokerage accounts, making it a straightforward addition to any investment portfolio.

Who Created Solana?

Anatoly Yakovenko first published the Solana Whitepaper that now serves as the framework for the Solana network and its core design in November of 2017. Solana Labs, the core development company, was founded in 2018. Since April 8, 2020, the Solana Foundation owns and manages the Solana protocol IP previously held by Solana Labs - making it the ecosystem's organizational hub.

How is New Solana Created?

On Solana’s mainnet, the ledger is advanced by a rotating Leader node that generates a verifiable “Proof of History” (PoH) sequence, orders and executes transactions, and broadcasts the resulting state. Verifier nodes must replay the same transactions, vote on the state, and once a supermajority (2/3) of stake-weighted votes is reached, the network accepts the new branch of the ledger and mints new SOL per the inflation schedule. If the Leader fails, the network elects a new Leader and continues.

What is Solana "Mainnet"?

Mainnet, historically Mainnet-Beta, is Solana's production/network cluster, the authoritative ledger for SOL transfers and settlements.

How Does Solana Compare to Bitcoin?

They solve different problems. Bitcoin is a purpose-built digital currency with a fixed 21 million cap on supply, secured by proof-of-work miners and optimized for durability and user control. Solana builds on that foundation from storing and transferring value to building and running applications, with the addition of smart contracts and near-instant, low-cost settlement using Proof-of-Work with Proof-of-History.

What is Proof of History?

Proof of History (PoH) is Solana’s built-in, tamper-evident clock - a continuous cryptographic chronology that provides all users the same, provable order of events. PoH isn’t consensus by itself; it executes with Proof-of-Stake (PoS) where validators vote to finalize blocks. Because transactions arrive already time-stamped and ordered, the Solana network spends less time coordinating and more time verifying; cutting roundtrips, enabling deterministic leader scheduling and parallel checks, so confirmations are faster and fees can be lower than in PoS-only designs. In short, PoH reduces time spent on verification; PoS secures and finalizes the ledger entries.

What is Solana Used For?

Production use of Solana is already live and expanding across merchants, networks, and applications. Visa accepts Solana to settle USDC payments between clients as part of its stablecoin settlement program. On the merchant side, Stripe has enabled U.S. businesses to accept stablecoin payments, including USDC on Solana, with funds settling in USD in Stripe. Complementing this, merchants on Shopify can add Solana Pay as an approved app integration to accept USDC at checkout. More recent developments include Western Union announcing the U.S. Dollar Payment System (USDPT), a dollar-denominated stablecoin to be issued by Anchorage Digital Bank and hosted on the Solana blockchain as part of a new Digital Asset Network, with an initial launch targeted for the first half of 2026 to support faster, lower-cost, cross-border transfers and treasury use cases for customers, agents, and partners.

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