The Fund operates in the digital asset industry, which is characterized by extreme volatility, a limited history, and rapid evolution. Digital assets are created and transmitted through peer-to-peer networks that operate on cryptographic protocols, with no single entity owning or operating the networks. The value of digital assets is determined by supply and demand on trading platforms, and the industry includes investment and speculative activity, retail transactions, and a service sector of trading platforms and custodians. The Fund's purpose is to hold the digital assets that make up the CoinDesk 5 Index, providing investors exposure to the prices of these assets through shares in a traditional brokerage account, without the barriers to entry or risks of holding digital assets directly. The Fund is a passive investment vehicle that does not seek to pursue any investment strategy beyond tracking the price of the Fund Components, and it will not utilize leverage, derivatives, or similar arrangements.

The Fund competes within the digital asset investment landscape, where thousands of digital assets have been developed since Bitcoin's inception. Bitcoin is the most developed digital asset due to its longevity, infrastructure investment, and network of users. The aggregate value of outstanding Fund Components, excluding Bitcoin, is much smaller than that of Bitcoin and may be eclipsed by the more rapid development of other digital assets. The Fund's competitive positioning is not explicitly detailed in terms of market share, but its structure as an exchange-traded product on NYSE Arca, with a redemption program and authorized participants, is designed to facilitate an arbitrage mechanism. The Fund's investment objective is for the value of the Shares to reflect the value of the digital assets held, determined by reference to their respective Index Prices and weightings, plus cash, less expenses and liabilities.

The Fund generates value by holding Fund Components—digital assets that make up the CoinDesk 5 Index—and issuing Shares in blocks of 10,000 Shares called Baskets to Authorized Participants. The Fund creates Baskets only upon receipt of digital assets and redeems Shares only by distributing digital assets or proceeds from their disposition. Currently, Authorized Participants may only submit Cash Orders, where they deposit cash into a segregated account, and the Fund's Liquidity Engager engages Liquidity Providers to obtain or receive digital assets in exchange for cash. The Fund's revenue is not derived from traditional business operations but from the appreciation of its digital asset holdings, and it incurs expenses including the Manager's Fee, which is paid to the Manager as compensation for services. The Fund does not engage in staking, lending, or the use of derivatives, and its assets are not loaned or pledged.

The Fund's portfolio is constructed according to the CD5 Methodology, which selects digital assets from an Index Universe based on market capitalization, liquidity, and data availability criteria. As of June 30, 2026, the Fund held five Fund Components: Bitcoin, Ether, BNB, XRP, and Solana. Bitcoin had a market capitalization of $1,174.1 billion ¹ and a circulating supply of 20.1 million ² against a maximum supply of 21.0 million ³. Ether had a market capitalization of $189.4 billion ⁴ and a circulating supply of 120.7 million ⁵. BNB had a market capitalization of $73.5 billion ⁶ and a circulating supply of 134.8 million ⁷ against a maximum supply of 133 ⁸ (as stated in the filing, though this appears to be a typographical inconsistency). XRP had a market capitalization of $64.6 billion ⁹ and a circulating supply of 62,241.5 million ¹⁰ against a maximum supply of 100,000.0 million ¹¹. Solana had a market capitalization of $42.7 billion ¹² and a circulating supply of 580.9 million ¹³. The aggregate market capitalization of the Fund Components represented approximately 86.8% ¹⁴ of the total market capitalization of digital assets tracked by CoinMarketCap.com as of June 30, 2026.

The Fund's portfolio is rebalanced quarterly during a Fund Rebalancing Period, which is expected to last between one and five business days. The Index Provider reviews the CD5 quarterly during an Index Rebalancing Period, and the Manager rebalances the Fund's portfolio accordingly, subject to the Exclusion Criteria. The Fund may hold cash in U.S. dollars from time to time, but the Manager does not currently expect to hold cash for more than 90 days. The Fund's investment objective is to reflect the value of the Fund Components, and it does not actively manage the portfolio beyond quarterly rebalancing. The Fund's Shares are listed on NYSE Arca under the ticker symbol "GDLC," and the Fund's registration statement on Form S-3 was declared effective by the SEC on September 18, 2025, with the Shares beginning trading on September 19, 2025.

On September 18, 2025, the Fund changed its name from Grayscale Digital Large Cap Fund LLC to Grayscale CoinDesk Crypto 5 ETF. The Fund's Shares were listed and began trading on NYSE Arca under the symbol "GDLC" on September 19, 2025, and the Manager authorized the commencement of the Fund's redemption program in connection with the uplisting. The Fund entered into a Prime Broker Agreement with Coinbase, Inc. dated June 25, 2025, and a Fund Administration and Accounting Agreement with BNY Mellon Asset Servicing dated October 9, 2025. The Manager also entered into a Marketing Agent Agreement with Foreside Fund Services, LLC dated August 25, 2025. As of the date of the filing, the Manager had entered into Participant Agreements with Jane Street Capital, LLC, Virtu Americas LLC, Macquarie Capital (USA) Inc., and ABN AMRO Clearing USA LLC, and had engaged JSCT, LLC, Virtu Financial Singapore Pte. Ltd., Flow Traders B.V., Flowdesk, Cumberland DRW LLC, and Galaxy Digital Trading Cayman LLC as Liquidity Providers.

The Fund's financial performance is tied to the market prices of its digital asset holdings. The Fund's net asset value is calculated daily at 4:00 p.m. New York time, using Index Prices for each Fund Component. The Fund's expenses include the Manager's Fee, which is paid to the Manager, and the Manager is obligated to pay Manager-paid Expenses. The Fund's aggregate market value of Shares held by non-affiliates as of December 31, 2025 was $499,964,025 ¹⁵, and the number of Shares outstanding as of August 31, 2026 was 11,477,400 ¹⁶. The Fund's financial statements reflect the value of its digital assets, and the Fund's performance is directly affected by the volatility of digital asset prices, which have experienced extreme volatility and could lose all or substantially all of their value.

The Fund's investment objective is to reflect the value of the Fund Components, and it does not seek to pursue any investment strategy beyond tracking the price of the Fund Components. The Fund's future performance is dependent on the market prices of digital assets, which are subject to extreme volatility and a number of risks, including regulatory changes, technological developments, and market acceptance.

The Fund's growth is tied to the acceptance and adoption of digital assets. The digital asset industry is relatively new and rapidly evolving, and the value of the Shares depends on the acceptance of digital assets. The Fund provides investors with exposure to digital assets through a traditional brokerage account, which may attract investors who are unwilling or unable to hold digital assets directly. The Fund's structure as an exchange-traded product with a redemption program is designed to facilitate an arbitrage mechanism, which could support the Shares trading at or near NAV. The Fund may also benefit from regulatory developments, such as the SEC's March 17, 2026 interpretation clarifying how federal securities laws apply to certain crypto assets, and the proposed "Regulation Crypto Asset" rule, which could provide a more favorable regulatory environment for digital assets.

The Fund's growth is also dependent on the performance of its Fund Components. The Fund is highly concentrated in Bitcoin and Ether, particularly Bitcoin, and declines in the value of either asset could disproportionately reduce the Fund's NAV. The Fund's portfolio is rebalanced quarterly, and the Fund may add or remove digital assets based on the CD5 Methodology. The Fund's ability to create and redeem Shares is currently limited to Cash Orders, and the lack of ability to facilitate in-kind creations and redemptions could have adverse consequences for the Fund, including impacting the Shares' liquidity and causing the Shares to trade at premiums or discounts to NAV.

The Fund's expense structure includes the Manager's Fee, which is paid to the Manager, and the Manager is obligated to pay Manager-paid Expenses. The Fund's expenses are expected to be paid from the Fund's digital assets, which will gradually decrease the amount of digital assets represented by each Share over time. The Fund's cost structure is not detailed in terms of specific expense ratios, but the Manager's Fee is based on the NAV of the Fund, and the Manager pays certain expenses, including fees to the Transfer Agent, Co-Transfer Agent, Custodian, and other service providers.

The Fund's operational outlook is focused on maintaining its portfolio of digital assets and facilitating the creation and redemption of Shares. The Fund relies on third-party service providers, including the Custodian, Prime Broker, Transfer Agent, and Administrator, to perform essential functions. The Fund's digital assets are held in cold storage by the Custodian, and the Custodian controls the private keys. The Fund does not have any employees, officers, or directors, and all activities are conducted by the Manager and service providers. The Fund's ability to operate depends on the continued services of these providers, and the replacement of such providers could pose challenges to the safekeeping of the Fund's digital assets and to the operations of the Fund.

The Fund's capital allocation is primarily focused on holding digital assets and paying expenses. The Fund does not engage in lending, staking, or the use of derivatives. The Fund's assets are not loaned or pledged, and the Fund does not have a share repurchase program or dividend policy. The Fund's expenses are paid from its digital assets, and the Manager's Fee is paid to the Manager as compensation for services. The Fund's cash holdings are expected to be used to purchase additional tokens of Fund Components during the next Fund Rebalancing Period, and the Manager does not expect to hold cash for more than 90 days.

The Fund faces significant headwinds related to the extreme volatility of digital asset prices. The trading prices of many digital assets, including the Fund Components, have experienced extreme volatility and may continue to do so, and the Shares could lose all or substantially all of their value. The digital asset industry is also subject to regulatory uncertainty, and changes in U.S. or foreign laws, regulations, or regulatory actions could prohibit or restrict the use of one or more Fund Components, increase the Fund's costs, impair its ability to operate, or require its termination. The Fund is also subject to risks related to the digital asset markets, including the potential for fraud, market manipulation, business failures, security failures, or operational problems on Digital Asset Trading Platforms.

The Fund's growth is also constrained by its concentration in Bitcoin and Ether. The Fund is highly concentrated in Bitcoin and Ether, particularly Bitcoin, and declines in the value of either asset could disproportionately reduce the Fund's NAV and the value of the Shares. The Fund's ability to create and redeem Shares is currently limited to Cash Orders, and the lack of ability to facilitate in-kind creations and redemptions could have adverse consequences for the Fund. The Fund's Shares may trade at a price that is at, above, or below the Fund's NAV per Share as a result of non-concurrent trading hours between NYSE Arca and the Digital Asset Trading Platform Market, and any suspension or other unavailability of the Fund's redemption program may cause the Shares to trade at a discount to the NAV per Share.

The Manager's message to shareholders emphasizes the Fund's role as a passive investment vehicle providing exposure to digital assets through a traditional brokerage account. The Manager highlights the Fund's investment objective to reflect the value of the Fund Components, determined by reference to their respective Index Prices and weightings. The Manager's strategic priorities include maintaining the Fund's portfolio in accordance with the CD5 Methodology, facilitating the creation and redemption of Shares through Authorized Participants, and managing the Fund's expenses. The Manager also emphasizes the Fund's compliance with applicable regulations and its reliance on third-party service providers for custody, administration, and other functions.

The Fund's financial performance is primarily reflected in its net asset value, which is calculated daily based on the Index Prices of its Fund Components. The Fund's total assets are not reported as revenue in the traditional sense, but the Fund's financial statements reflect the value of its digital asset holdings. As of June 30, 2026, the Fund's aggregate market value of Shares held by non-affiliates was $499,964,025 , and the number of Shares outstanding was 11,477,400 . The Fund's net income is not explicitly stated in the filing, but the Fund's financial statements would reflect changes in the fair value of its digital assets. The Fund's expenses include the Manager's Fee, which is paid to the Manager, and the Manager is obligated to pay Manager-paid Expenses. The Fund's financial statements are prepared in accordance with U.S. GAAP, and the Fund values its digital assets for operational purposes using Index Prices, which are calculated using non-GAAP methodology. The Fund's financial performance is directly affected by the market prices of its Fund Components, which have experienced extreme volatility. The Fund's portfolio is concentrated in Bitcoin, which had a market capitalization of $1,174.1 billion as of June 30, 2026, and Ether, which had a market capitalization of $189.4 billion . The Fund's NAV per Share is calculated by dividing the NAV of the Fund by the number of Shares outstanding, and the Fund's Shares may trade at a premium or discount to NAV. The Fund's financial statements also reflect the Fund's cash holdings, which are expected to be used to purchase additional tokens of Fund Components during the next Fund Rebalancing Period. The Fund does not have any debt, and its assets are not loaned or pledged. The Fund's financial performance is not reported in terms of revenue or net income, but the Fund's NAV and the value of its Shares are the primary indicators of its financial condition.

The Fund is subject to extreme volatility in the trading prices of digital assets, including the Fund Components, which could cause the Shares to lose all or substantially all of their value. The Fund is highly concentrated in Bitcoin and Ether, particularly Bitcoin, and declines in the value of either asset could disproportionately reduce the Fund's NAV. The Fund relies on third-party service providers, including the Custodian and Prime Broker, and the replacement of such providers could pose challenges to the safekeeping of the Fund's digital assets. The Fund's Shares may trade at a premium or discount to NAV due to non-concurrent trading hours between NYSE Arca and the Digital Asset Trading Platform Market, and the lack of ability to facilitate in-kind creations and redemptions could have adverse consequences for the Fund. The Fund is subject to regulatory risks, including changes in the securities-law treatment of Fund Components, which could require the Fund to change its operations or terminate. The Fund may be a "passive foreign investment company" for U.S. federal income tax purposes, and future developments regarding the treatment of digital assets for tax purposes could adversely affect the value of the Shares. The Fund is also subject to risks related to the digital asset markets, including the potential for fraud, market manipulation, business failures, security failures, or operational problems on Digital Asset Trading Platforms, and the failure of an Index Price could adversely affect the value of the Shares.