S-1: Grayscale Near Trust Files S-1 for NYSE Arca Listing, Details Financials and Staking Plans

Grayscale Near Trust (NEAR) has filed an S-1 registration statement with the SEC, outlining its intent to list on NYSE Arca as an ETF, detailing its investment objective, operational structure, and financial performance amidst a volatile digital asset market.

Summary

• Grayscale Near Trust (NEAR) is a Delaware Statutory Trust that intends to rename to 'Grayscale Near Trust ETF' and list its shares on NYSE Arca under the symbol GSNR.
• The Trust's investment objective is for the value of its Shares to reflect the value of NEAR held, including potential Staking Consideration, less expenses.
• Shares are issued and redeemed in Baskets of 10,000 shares through either in-kind transactions with Authorized Participants or cash orders facilitated by Liquidity Providers.
• The Trust is currently prohibited from engaging in Staking activities until the 'Staking Condition' (primarily tax-related guidance) is satisfied; if enabled, the Sponsor intends to stake up to 100% of the Trust's NEAR holdings.
• NEAR is a digital asset on the Near Network, a proof-of-stake blockchain utilizing Doomslug and Nightshade protocols for scalability.
• As of December 31, 2025, approximately 1,284 million NEAR were in circulation, with a market capitalization of $1.9 billion, ranking it as the 39th largest digital asset.
• The digital asset market has experienced extreme volatility, with NEAR prices ranging from $1.44 to $8.17 between May 22, 2024, and December 31, 2025.
• The Trust reported a net increase in net assets from operations of $223,000 for the three months ended September 30, 2025, driven by NEAR price appreciation from $2.18 to $2.63 per NEAR.
• For the nine months ended September 30, 2025, the Trust experienced a net decrease in net assets from operations of ($1,198,000) due to NEAR price depreciation from $4.89 to $2.63 per NEAR.
• A corporate reorganization on October 22, 2025, resulted in Grayscale Investments, Inc. becoming the sole managing member of Grayscale Operating, LLC, which is the sole member of the Sponsor.
• The SEC has previously asserted that NEAR is a security in enforcement actions against trading platforms, though these specific actions were later dismissed; the regulatory status of NEAR remains uncertain.
• The Trust irrevocably abandons all Incidental Rights and IR Virtual Currency, meaning shareholders will not benefit from forks or airdrops.

Sentiment

Score: 3

Explanation: The filing reveals substantial net asset depreciation and negative total returns over the past year, primarily driven by the decline in NEAR's market price. While the intent to list as an ETF on NYSE Arca and robust security measures are positive operational developments, the ongoing regulatory uncertainty regarding NEAR's security status and the current prohibition on staking activities present significant headwinds and risks to future performance.

Positives

• The Trust intends to list on NYSE Arca as an ETF, which could enhance liquidity and accessibility for investors.
• NYSE Arca has granted regulatory approval for in-kind creation and redemption transactions, which is expected to improve the arbitrage mechanism and keep share prices closely linked to NAV.
• The Near Network utilizes advanced proof-of-stake protocols (Doomslug and Nightshade) designed for high speed, energy efficiency, and scalability, reportedly handling hundreds of thousands of transactions per second with low fees.
• The Trust's assets are held in cold storage with multiple layers of security protocols by Coinbase Custody Trust Company, LLC, designed to protect against unauthorized access or transfer.
• The Sponsor maintains robust internal controls, including annual SOC 1 and SOC 2 reports for the Custodian and ongoing monitoring of cybersecurity controls.
• The Trust's investment objective includes the potential for Staking Consideration, which could generate additional NEAR for the Trust if the Staking Condition is met.
• The Trust reported a net increase in net assets from operations of $223,000 for the three months ended September 30, 2025, indicating positive short-term performance during that specific period.

Negatives

• The Trust has not yet met its investment objective, and Shares quoted on OTCQB have traded at a substantial premium to NAV per Share (e.g., 58% premium as of December 31, 2025).
• The Trust is currently prohibited from engaging in Staking, which could place Shares at a comparative disadvantage to direct NEAR investments or other vehicles that can stake.
• Significant price depreciation of NEAR has occurred, from $8.16 per NEAR on May 22, 2024, to $1.49 per NEAR on December 31, 2025, and $2.61 per NEAR on September 30, 2025, leading to substantial net realized and unrealized losses.
• The Trust experienced a net decrease in net assets resulting from operations of ($1,198,000) for the nine months ended September 30, 2025, and ($1,241,000) for the period from May 22, 2024, to December 31, 2024.
• The regulatory landscape for digital assets, including NEAR, is highly uncertain, with the SEC having previously asserted NEAR as a security in dismissed enforcement actions, posing a risk of future adverse regulatory determinations.
• Shareholders will not receive the benefits of any forks or airdrops, as the Trust irrevocably abandons all Incidental Rights and IR Virtual Currency.
• The Trust relies on third-party service providers (Custodian, Prime Broker, Authorized Participants, Liquidity Providers), and disruptions or failures of these providers could adversely impact operations and asset security.
• The Custodian's maximum liability for losses is limited, and insurance coverage may not be adequate to cover all potential losses of the Trust's NEAR.
• Shareholders have limited voting rights and restricted ability to bring derivative actions, requiring a 10% ownership threshold by unaffiliated shareholders.
• The Sponsor has potential conflicts of interest due to managing other investment vehicles and having affiliates involved in the digital asset ecosystem, including a minority interest in Kraken.

Risks

• Extreme volatility of trading prices of digital assets, including NEAR, could cause the value of Shares to be volatile and/or lose all or substantially all value.
• The medium-to-long term value of the Shares is uncertain due to factors relating to the capabilities and development of blockchain technologies and the fundamental investment characteristics of digital assets.
• The value of the Shares is dependent on the acceptance of digital assets, such as NEAR, which represent a new and rapidly evolving industry.
• Digital assets may have concentrated ownership, and large sales or distributions by holders could have an adverse effect on the market price of such digital assets.
• The largely unregulated nature and lack of transparency surrounding the operations of Digital Asset Trading Platforms may adversely affect the value of digital assets and, consequently, the value of the Shares.
• Validators may suffer losses due to Staking, or Staking may prove unattractive to validators, which could adversely affect the Near Network.
• A temporary or permanent fork or a clone of the Near Network could adversely affect the value of the Shares.
• The lack of active trading markets for the Shares may result in losses on investors' investments at the time of disposition of Shares.
• Possible illiquid markets may exacerbate losses or increase the variability between the Trust's NAV and its market price.
• There may be less liquidity or wider spreads in the market for the Shares as compared to the shares of other spot NEAR exchange-traded products, if and when the listing of such products has been approved.
• The Index used for valuation has a limited history.
• Competition from the emergence or growth of other digital assets could have a negative impact on the price of NEAR and adversely affect the value of the Shares.
• The liquidity of the Shares may be affected if Authorized Participants cease to perform their obligations under the Participant Agreements or the Liquidity Engager is unable to engage Liquidity Providers.
• Any suspension or other unavailability of the Trust's redemption program may cause the Shares to trade at a discount to the NAV per Share.
• A determination that NEAR or any other digital asset is a security may adversely affect the value of NEAR and the value of the Shares, and result in potentially extraordinary, nonrecurring expenses to, or termination of, the Trust.
• Regulatory changes or actions by the U.S. Congress or any U.S. federal or state agencies may affect the value of the Shares or restrict the use of NEAR, validating activity, or the operation of the Near Network or the Digital Asset Markets in a manner that adversely affects the value of the Shares.
• Changes in the policies of the SEC could adversely impact the value of the Shares.
• Regulatory changes or other events in foreign jurisdictions may affect the value of the Shares or restrict the use of one or more digital assets, validating activity, or the operation of their networks or the Digital Asset Trading Platform Market in a manner that adversely affects the value of the Shares.
• An Authorized Participant, the Trust, or the Sponsor could be subject to regulation as a money service business or money transmitter, which could result in extraordinary expenses and decreased liquidity for the Shares.
• Statutory or regulatory changes or interpretations could obligate the Trust or the Sponsor to register and comply with new regulations, resulting in potentially extraordinary, nonrecurring expenses to the Trust.
• Potential conflicts of interest may arise among the Sponsor or its affiliates and the Trust.
• The Sponsor's services may be discontinued, which could be detrimental to the Trust.
• The limited ability to facilitate in-kind creations and redemptions of Shares could have adverse consequences for the Trust.
• If the Custodian resigns or is removed by the Sponsor or otherwise, without replacement, it could trigger early termination of the Trust.
• To the extent the Staking Condition is not satisfied, the lack of ability to participate in Staking could have adverse consequences for the Trust.
• Staked NEAR tokens will be inaccessible for a variable period of time, determined by a range of factors, which could result in certain liquidity risk to the Trust.
• The Trust will be dependent on third parties to effectively execute the Trust's Staking Arrangements.
• The regulatory landscape surrounding Staking is uncertain.
• Beneficial owners of Shares could incur tax liabilities without receiving corresponding distributions from the Trust in connection with Staking.
• The Trust relies on third-party service providers to perform certain functions essential to the affairs of the Trust, and the replacement of such service providers could pose a challenge to the safekeeping of the Trust's NEAR and to the operations of the Trust.
• There is no guarantee that an active trading market for the Shares will continue to develop.
• Unanticipated problems or issues with respect to the mechanics of the Trust's operations and the trading of the Shares may arise.
• The Trust could experience difficulties in operating and maintaining its technical infrastructure, including in connection with expansions or updates to such infrastructure, which are likely to be complex and could lead to unanticipated delays, unforeseen expenses, and security vulnerabilities.
• The Trust could experience unforeseen issues relating to the performance and effectiveness of the security procedures used to protect the Vault Balance, or the security procedures may not protect against all errors, software flaws, or other vulnerabilities in the Trust's technical infrastructure, which could result in theft, loss, or damage of its assets.
• If any privacy-enhancing features are introduced to the Near Network in the future, service providers may decide to terminate their relationships with the Trust due to concerns that such features may increase the potential for NEAR to be used to facilitate crime.
• Security threats to the Trust's Vault Balance or Settlement Balance could result in the halting of Trust operations, including the creation and redemption of Baskets, and a loss of Trust assets or damage to the reputation of the Trust.
• NEAR transactions are irrevocable, and stolen or incorrectly transferred NEAR may be irretrievable, which could adversely affect the value of the Shares.
• The lack of full insurance and shareholders' limited rights of legal recourse against the Trust, Trustee, Sponsor, Transfer Agent, and Custodial Entities expose the Trust and its shareholders to the risk of loss of the Trust's NEAR for which no person or entity is liable.
• The Trust may be required, or the Sponsor may deem it appropriate, to terminate and liquidate at a time that is disadvantageous to shareholders.
• The Trust Agreement includes provisions that limit shareholders' voting rights and restrict shareholders' right to bring a derivative action.
• The Sponsor is solely responsible for determining the value of the NAV and NAV per Share, and any errors, discontinuance, or changes in such valuation calculations may have an adverse effect on the value of the Shares.
• Extraordinary expenses resulting from unanticipated events may become payable by the Trust, adversely affecting the value of the Shares.
• The Trust's delivery or sale of NEAR to pay expenses or other operations of the Trust could result in shareholders incurring tax liability without an associated distribution from the Trust.
• The value of the Shares will be adversely affected if the Trust is required to indemnify the Sponsor, the Trustee, the Transfer Agent, or the Custodian under the Trust Documents.
• Intellectual property rights claims may adversely affect the Trust and the value of the Shares.
• Pandemics, epidemics, and other natural and man-made disasters could negatively impact the value of the Trust's holdings and/or significantly disrupt its affairs.
• Coinbase Global serves as the NEAR custodian and prime execution agent for several competing exchange-traded NEAR products, which could adversely affect the Trust's operations and ultimately the value of the Shares.
• Certain of the Authorized Participants engaged by the Trust may serve in a similar capacity for competing exchange-traded NEAR products if approved, which could adversely affect the arbitrage mechanism, the Trust's operations, the performance of the Trust, and ultimately the value of the Shares.
• Shareholders that are not Authorized Participants may only purchase or sell their Shares in secondary trading markets, and the conditions associated with trading in secondary markets may adversely affect investors' investment in the Shares.
• The Sponsor may implement restatements, amendments, or supplements to the Trust Agreement that may not necessarily align with shareholder interests or may increase risk to the Trust's intended tax treatment.
• There may be less liquidity or wider spreads in the market for the Shares as compared to the shares of other spot NEAR exchange-traded products, if and when the listing of such products has been approved.
• The Shares may trade at a price that is at, above, or below the Trust's NAV per Share as a result of the non-concurrent trading hours between NYSE Arca and the Digital Asset Trading Platform Market.
• Shareholders may suffer a loss on their investment if the Shares trade above or below the Trust's NAV per Share.
• The inability of Authorized Participants and market makers to hedge their NEAR exposure may adversely affect the liquidity of Shares and the value of an investment in the Shares.
• Arbitrage transactions intended to keep the price of the Shares closely linked to the price of NEAR may be problematic if the process for the purchase and redemption of Baskets encounters difficulties.
• Competition from central bank digital currencies (CBDCs) and emerging payments initiatives involving financial institutions could adversely affect the price of NEAR and other digital assets.
• Prices of NEAR may be affected due to stablecoins (including Tether and USDC), the activities of stablecoin issuers, and their regulatory treatment.
• The price of NEAR may become closely correlated with other asset classes.
• If the transaction fees for recording transactions on the Near Network are not sufficiently high to incentivize validators, or if certain jurisdictions continue to limit or otherwise regulate validating activities, validators may cease expanding validating power or demand high transaction fees, which could negatively impact the value of NEAR and the value of the Shares.
• Proof-of-stake blockchains are a relatively recent innovation and have not been subject to as widespread use or adoption over as long of a period of time as traditional proof-of-work blockchains, potentially leading to undetected vulnerabilities or operational problems.
• If a malicious actor or botnet obtains control of a sufficient amount of the validating power on the Near Network, or otherwise obtains control over the Near Network through its influence over core developers or otherwise, such actor or botnet could manipulate the Near Network to adversely affect the value of the Shares or the ability of the Trust to operate.
• If validators exit the Near Network, it could increase the likelihood of a malicious actor obtaining control.
• Changes in the governance of a digital asset network or protocol may not receive sufficient support from users and validators, which may negatively affect that digital asset network's or protocol's ability to grow and respond to challenges.
• Smart contracts are a new technology, and ongoing development may magnify initial problems, cause volatility on the networks that use smart contracts, and reduce interest in them, which could have an adverse impact on the value of NEAR.
• The Near protocol (Doomslug and Nightshade) was recently conceived and may not function as intended, which could have an material adverse impact on the value of NEAR and an investment in the Shares.
• The treatment of the Trust for U.S. federal income tax purposes is uncertain.
• The treatment of digital assets for U.S. federal income tax purposes is uncertain.
• Future developments regarding the treatment of digital assets for U.S. federal income tax purposes could adversely affect the value of the Shares.
• Future developments in the treatment of digital assets for tax purposes other than U.S. federal income tax purposes could adversely affect the value of the Shares.
• The tax treatment of NEAR and transactions involving NEAR for state and local tax purposes is not settled.
• A U.S. tax-exempt shareholder may recognize unrelated business taxable income as a consequence of an investment in Shares.
• Shareholders may be subject to withholding tax on income derived from forks, airdrops, and similar occurrences and, if the Staking Condition is satisfied, Staking Consideration received as staking rewards.

Future Outlook

The Trust intends to issue Shares on an ongoing basis and list them on NYSE Arca under GSNR, expecting an effective arbitrage mechanism to keep share values closely linked to the Index Price. If the Staking Condition is satisfied, the Sponsor anticipates entering into Staking Arrangements to stake a portion of its NEAR holdings to receive additional NEAR as Staking Consideration, with a staking policy to be implemented and made available to shareholders. The Sponsor may also explore other financing arrangements to manage NEAR liquidity. The Index will change to the CoinDesk NEAR CCIXber Reference Rate prior to NYSE Arca listing. The recent Management Reorganization is not expected to materially impact Trust operations. Future regulatory developments from the SEC's Crypto Task Force and Project Crypto could significantly shape the digital asset landscape.

Management Comments

• The Sponsor does not expect the Management Reorganization to have any material impact on the operations of the Trust.
• The Sponsor believes that the security procedures in place for the Trust are reasonably designed to safeguard the Trust's NEAR.
• The Sponsor believes that momentum pricing of NEAR has resulted, and may continue to result, in speculation regarding future appreciation in the value of NEAR, inflating and making the Index Price more volatile.
• The Sponsor believes that the Index Provider's selection process for Constituent Trading Platforms as well as the methodology of the Index Price's algorithm provides a more accurate picture of NEAR price movements than a simple average of Digital Asset Trading Platform spot prices.
• The Sponsor intends to take the position that the Trust is properly treated as a grantor trust for U.S. federal income tax purposes.
• The Sponsor has committed to cause the Trust to irrevocably abandon any Incidental Rights and IR Virtual Currency to which the Trust may become entitled in the future.

Industry Context

The digital asset industry is characterized by extreme volatility, rapid evolution, and significant regulatory uncertainty. The Near Network, as a layer 1 proof-of-stake protocol, competes with numerous other smart contract platforms. Recent industry events, including insolvencies of major digital asset firms and increased regulatory scrutiny from the SEC and other agencies, highlight the inherent risks. The global trend of central banks exploring digital currencies (CBDCs) also poses a competitive threat to existing digital assets. The approval of generic listing standards for commodity-based trust shares by the SEC has intensified competition among spot digital asset exchange-traded products.

Comparison to Industry Standards

• The Near Network's proof-of-stake consensus mechanism and sharding approach (Doomslug and Nightshade) are relatively recent innovations compared to traditional proof-of-work blockchains like Bitcoin, and have not been tested at scale over as long a period.
• The Trust's cold storage security procedures, including multiple encrypted private key shards distributed geographically, are presented as enhanced security measures compared to some other digital asset financial vehicles.
• The Trust's reliance on Coinbase Custody Trust Company, LLC as custodian and Coinbase, Inc. as prime broker places it with a leading institution in the digital asset custody space, though Coinbase Global also serves competing products.
• The Sponsor's fee is a competitive factor, and the Trust faces competition from other spot NEAR exchange-traded products, some of which have already received SEC approval or have pending applications.
• The Trust's policy of irrevocably abandoning Incidental Rights and IR Virtual Currency differs from some other digital asset investment vehicles that may distribute such benefits to shareholders.
• The Trust's current inability to engage in staking places it at a comparative disadvantage relative to direct NEAR investments or other vehicles that are permitted to stake.

Management Changes

Corporate Governance

Legal Proceedings

• On May 19, 2025, Genesis Global Capital, LLC and Genesis Asia Pacific Pte. Ltd. filed a complaint in the United States Bankruptcy Court for the Southern District of New York against Digital Currency Group, Inc. (DCG) and Grayscale Operating, LLC (GSO), alleging preferential transfers made to GSI (predecessor to GSO) during the preference period prior to Genesis Capital's bankruptcy filing. Genesis Capital seeks to avoid these transfers and recover property. GSO believes this lawsuit is without merit and intends to vigorously defend against it. The Sponsor does not expect these proceedings to have a material adverse effect on the Trust's business, financial condition, or results of operations.

Related Party Transactions

• Digital Currency Group, Inc. (DCG) is the sole equity holder and indirect parent company of the Sponsor.
• DCG holds a minority interest of less than 1.0% in Kraken, one of the Digital Asset Trading Platforms included in the Index.
• The Sponsor and its professional staff also service other affiliates of the Trust, including several other digital asset investment vehicles.
• Grayscale Securities, LLC, an affiliate of the Sponsor, is an Authorized Participant.
• Certain officers of the Sponsor may trade NEAR for their own personal trading accounts (subject to internal trading policies and procedures).
• The Sponsor may engage other affiliated service providers in the future.
• There is an absence of arms-length negotiation with respect to some of the terms of the Trust.

Stakeholder Impact

• Shareholders face potential for increased liquidity and accessibility if listed on NYSE Arca, but are exposed to significant NEAR price volatility and historical negative returns.
• Shareholders will bear the cost of the Sponsors Fee and any Additional Trust Expenses, which will reduce the amount of NEAR represented by each Share over time.
• Shareholders will not receive benefits from forks or airdrops, and have limited voting rights and restricted ability to bring derivative actions.
• Shareholders may incur tax liabilities from staking income without corresponding distributions if staking is enabled.
• The Sponsor benefits from the Sponsors Fee and potential Sponsors Staking Fee, while assuming most ordinary course expenses and managing the Trust's operations.
• The Custodian and Prime Broker receive fees from the Sponsor for providing secure custody and prime brokerage services, but have limited liability for losses and also serve competing products.
• Authorized Participants facilitate creation and redemption of Shares, benefiting from arbitrage opportunities, and are subject to regulatory requirements and potential fees.
• Liquidity Providers facilitate cash orders for creations and redemptions, bearing price differentials in Variable Fee Cash Orders.
• Near Network Validators are incentivized by NEAR rewards but face risks of losses due to staking penalties or network failures, with their participation being crucial for network operations and security.

Next Steps

• The Trust intends to rename to 'Grayscale Near Trust ETF' by filing a Certificate of Amendment to the Certificate of Trust with the Delaware Secretary of State in connection with the effectiveness of this registration statement and the listing of the Shares on NYSE Arca.
• The Trust intends to list the Shares on NYSE Arca under the symbol GSNR following the effectiveness of the registration statement.
• The Sponsor intends to change the Index to the CoinDesk NEAR CCIXber Reference Rate prior to the listing of the Shares on NYSE Arca.
• If the Staking Condition is satisfied, the Sponsor anticipates entering into Staking Arrangements with the Custodian and third-party staking providers.
• Before engaging in Staking, the Sponsor expects to implement a staking policy and make it available to shareholders on its website.
• The SEC's Crypto Task Force and Project Crypto will continue efforts to develop a comprehensive regulatory framework for digital assets.

Key Dates

Recommendation

The filing presents a mixed bag. While the intent to list on NYSE Arca as an ETF and the robust security measures for NEAR custody are positive steps towards institutional adoption and investor accessibility, the Trust has experienced significant financial losses and negative returns due to the depreciation of NEAR's price. The ongoing regulatory uncertainty surrounding NEAR's classification as a security and the current prohibition on staking activities are major headwinds. Investors already holding should monitor these regulatory developments closely and assess their risk tolerance given the extreme volatility of digital assets. New investors should exercise caution, as the fundamental value proposition is heavily tied to a volatile asset with an uncertain regulatory future and the Trust's ability to generate additional yield through staking is currently restricted. The current trading premium on OTCQB also suggests that the market price does not accurately reflect the underlying asset value, which could lead to losses if the premium narrows upon ETF listing. Therefore, a 'hold' recommendation is appropriate, advising existing investors to maintain their position while closely monitoring key developments, and new investors to defer entry until there is greater clarity on regulatory status and staking implementation.

Keywords

Grayscale, NEAR, ETF, Digital Asset, Cryptocurrency, SEC Filing, S-1, NYSE Arca, Staking, Blockchain, Proof-of-Stake, CoinDesk Indices, Coinbase, Arbitrage, Regulatory Risk, Investment Trust, Financial Performance, Market Volatility