VanEck BNB ETF (VBNB) risk factors, 2026 10-K

Other

1. 01Risks Associated with BNB and the BNB Chain Ecosystem
2. 02Digital Assets Such As BNB Were Only Introduced Within The Past Two Decades, And The Medium-To-Long Term Value Of The Shares Is Subject To A Number Of Factors Relating To The Capabilities And Development Of Blockchain Technologies And To The Fundamental Investment Characteristics Of Digital Assets
3. 03The Value of BNB Is Closely Associated With Binance And The Broader Binance Ecosystem, And Adverse Developments Affecting Binance Could Materially And Adversely Affect The Value of BNB And The Shares
4. 04If The Trust Does Not Engage in Staking, Investors May Experience Lower Returns Than Holders Who Directly Stake BNB, And The Performance Of The Shares May Differ From The Total Economic Return Available From Direct Ownership Of BNB
5. 05The BNB Chain Ecosystem Was Only Conceived in 2017 and the BNB Chain Ecosystem May Not Function as Intended, Which Could Have an Adverse Impact on the Value of BNB and an Investment in the Shares
6. 06Digital Assets Represent a New and Rapidly Evolving Industry, and the Value of the Shares Depends on the Acceptance of BNB
7. 07Due to the Nature of Private Keys, BNB Transactions Are Irrevocable and Stolen or Incorrectly Transferred BNB May Be Irretrievable. As a Result, Any Incorrectly Executed BNB Transactions Could Adversely Affect an Investment in the Trust
8. 08A Disruption of the Internet May Affect BNB Operations, Which May Adversely Affect the BNB Industry and an Investment in the Trust
9. 09BNB And The BNB Chain Ecosystem Have Links To, And May Be Controlled By, Binance And Its Principals
10. 10Changes In The Governance Structure 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
11. 11Core developers’ roles may evolve over time, generally based on self-determined participation
12. 12Digital Asset Networks Are Developed By a Diverse Set of Contributors And The Perception That Certain High-Profile Contributors Will No Longer Contribute to the Network Could Have an Adverse Effect on the Market Price of the Related Digital Asset
13. 13Digital Assets May Have Concentrated Ownership and Large Sales or Distributions by Holders of Such Digital Assets, or Any Ability To Participate In or Otherwise Influence a Digital Asset’s Underlying Network, Could Have an Adverse Effect on the Market Price of Such Digital Asset
14. 14The BNB Smart Chain Could Be Vulnerable to Centralization Concerns Which Could Adversely Affect the Security and Stability of the BNB Smart Chain As Well As the Value of the Shares
15. 15A Temporary or Permanent “Fork” or a “Clone” of the BNB Smart Chain Could Adversely Affect the Value of the Shares
16. 16Shareholders May Not Receive the Benefits of Any Forks or “Airdrops.”
17. 17In the Event of a Hard Fork of the of the BNB Smart Chain, The Sponsor Will, If Permitted By the Terms of The Trust Agreement, Use Its Discretion To Determine Which Network Should Be Considered the Appropriate Network for the Trust’s Purposes, and in Doing So May Adversely Affect the Value of the Shares
18. 18In the Event Of A Hard Fork Of The BNB Smart Chain, the BNB Custodian’s Operations May Be Interrupted Or Subject To Additional Security Risks That Could Disrupt the Trust’s Ability To Process Creations And Redemptions Of Shares Or Otherwise Threaten The Security Of The Trust’s BNB Holdings
19. 19Any Name Change and Any Associated Rebranding Initiative by the Core Developers of BNB May Not Be Favorably Received by the Digital Asset Community, Which Could Negatively Impact the Value of BNB and the Value of the Shares
20. 20BNB Smart Chain’s current slashing framework penalizes double-signing, malicious fast-finality voting, and validator unavailability
21. 21We Face Risks Relating to The Potential Compromise of the BNB Smart Chain and Other Cryptocurrencies’ Network Security by Emerging Technologies, Including Artificial Intelligence and Quantum Computing, Which May Materially and Adversely Impact Our Operations and Financial Condition
22. 22If Validators Exit the BNB Smart Chain, It Could Increase the Likelihood of a Malicious Actor Obtaining Control
23. 23Blockchain Technologies Are Based on Theoretical Conjectures As to the Impossibility of Solving Certain Cryptographical Puzzles Quickly. These Premises May Be Incorrect or May Become Incorrect Due to Technological Advances
24. 24MarketVector Has Analyzed BNB Trading Platform Data and Developed Insights That Have Informed Marketvector’s Understanding of the BNB Market and the Design of the Trust. If Such Data or Insights Are Inaccurate or Incorrect, the Value of an Investment in the Trust May Be Adversely Affected
25. 25Smart Contracts, Including Those Relating to DeFi Applications, Are a New Technology and Their Ongoing Development and Operation May Result in Problems, Which Could Reduce the Demand for BNB or Cause a Wider Loss Of Confidence in the BNB Smart Chain, Either of Which Could Have an Adverse Impact on the Value of BNB
26. 26Popular Decentralized Applications Running on the BNB Smart Chain May Cease To Operate or May Migrate to Competing Blockchains, Which May Negatively Impact the Price of BNB and Make the BNB Smart Chain Network Less Attractive
27. 27Validation on the BNB Smart Chain Is Subject to Risks, including Staking Liquidity and Operational Uncertainty on the BNB Smart Chain
28. 28Proof-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
29. 29Operational Cost May Exceed The Award For Validating Transaction, And Increased Transaction Fees May Adversely Affect The Usage Of The BNB Smart Chain
30. 30As a result of BNB’s fee burning mechanism, the incentives for validators to validate transactions with higher gas fees are reduced, since those validators would not receive those gas fees
31. 31A Large Validator Exit Could Lead To Congestion and Deactivation Delays On The BNB Smart Chain
32. 32Recent Developments in the Digital Asset Economy Have Led to Extreme Volatility and Disruption in Digital Asset Markets, a Loss of Confidence in Participants of the Digital Asset Ecosystem, Significant Negative Publicity Surrounding Digital Assets Broadly and Market-Wide Declines in Liquidity
33. 33price and/or the value of the Shares. Moreover, sales of a significant number of Shares of the Trust as a result of these events could have a negative impact on the trading price of the Shares
34. 34The Value of the Shares Relates Directly to the Value of BNB, the Value of Which May Be Highly Volatile and Subject to Fluctuations Due to a Number of Factors
35. 35Digital Asset Networks Face Significant Scaling Challenges and Efforts to Increase the Volume and Speed of Transactions May Not Be Successful
36. 36There is no guarantee that any of the mechanisms in place or being explored for increasing the scale of settlement of BNB Smart Chain transactions will be effective, or how long these mechanisms will take to become effective, which could adversely impact the value of the Shares
37. 37BNB Trading Platforms May Be Exposed to Fraud and Manipulation
38. 38BNB Trading Platforms May Be Exposed to Front-Running
39. 39BNB Trading Platforms May Be Exposed to Wash Trading
40. 40Competition From Central Bank Digital Currencies And Emerging Payments Initiatives Involving Financial Institutions Could Adversely Affect The Value Of BNB And Other Digital Assets
41. 41Prices Of BNB May Be Affected Due To Stablecoins (Including Tether And US Dollar Coin (“USDC”)), The Activities Of Stablecoin Issuers And Their Regulatory Treatment
42. 42Competition From the Emergence or Growth of Other Digital Assets or Methods of Investing in BNB Could Have a Negative Impact on the Price of BNB and Adversely Affect the Value of the Shares
43. 43The Digital Asset Markets Follow Trends, Certain Trends May Favor Certain Blockchains Over Others, a Trend Change Could Affect the Popularity of the BNB Chain Ecosystem
44. 44Congestion or Delay on the BNB Smart Chain May Delay Purchases or Sales of BNB by the Trust
45. 45The SEC Has Approved Generic Listing Standards For Commodity-based Trust Shares And May Approve Other Applications Under Rule 19b-4 Of The Exchange Act To List Competing Digital Assets As Exchange-traded Products, Which Could Reduce Demand For, And The Price Of, BNB And Adversely Impact The Value Of The Shares
46. 46Digital Asset Treasury Companies Risk
47. 47A Decline in the Adoption of BNB or the BNB Smart Chain could Negatively Impact the Trust
48. 48The Price of BNB May Become Closely Related with Other Asset Classes
49. 49The MarketVectorTM BNB Benchmark Rate Has A Limited History
50. 50The MarketVectorTM BNB Benchmark Rate Could Fail To Track The Global BNB Price, And A Failure Of The MarketVectorTM BNB Benchmark Rate Could Adversely Affect the Value Of The Shares
51. 51The MarketVectorTM BNB Benchmark Rate Used to Calculate the Value of the Trust’s BNB May Be Volatile, Adversely Affecting the Value of the Shares
52. 52The MarketVectorTM BNB Benchmark Rate May Be Affected by Manipulative or Fraudulent Practices in the Global BNB Market or at Constituent Trading Platforms
53. 53The Index Administrator Could Experience System Failures Or Errors
54. 54The Sponsor Can Remove the MarketVectorTM BNB Benchmark Rate and Use Different Pricing or Valuation Methodology Instead
55. 55Intellectual Property Rights Claims May Adversely Affect the Trust and the Value Of the Shares
56. 56The Value Of the Shares May Be Influenced by a Variety of Factors Unrelated to the Value Of BNB
57. 57The Trust Is Subject to Market Risk
58. 58An Investment in Shares of the Trust Is Different From Directly Owning BNB
59. 59Redemption Liquidity Risk
60. 60The NAV May Not Always Correspond To The Market Price Of BNB And, As A Result, Baskets May Be Created Or Redeemed At A Value That Is Different From The Market Price Of The Shares
61. 61Authorized Participants’ Buying and Selling Activity Associated with the Creation and Redemption of Baskets May Adversely Affect an Investment in the Shares of the Trust
62. 62The Inability of Liquidity Providers, and Authorized Participants or Their Designees To Hedge Their BNB Exposure May Adversely Affect the Liquidity of Shares and the Value of an Investment in the Shares
63. 63BNB should become relatively illiquid and thereby materially restrict opportunities for arbitraging, the price of the Shares may diverge from the value of BNB
64. 64The Lack of Ability To Facilitate In-Kind Creations and Redemptions of Shares Could Have Adverse Consequences for the Trust
65. 65The Liquidity of the Shares May Also Be Affected by the Withdrawal from Participation of Authorized Participants or Liquidity Providers
66. 66The Trust Is Subject To Risks Due To Its Concentration of Investments in a Single Asset Class
67. 67The Lack of Active Trading Markets for the Shares of the Trust May Result in Losses on Shareholders’ Investments at the Time of Disposition of Shares
68. 68Possible Illiquid Markets May Exacerbate Losses, Increase the Variability Between the Trust’s NAV and Its Market Price Or Affect the Trust’s Ability to Meet Cash Creation Orders and Redemption Orders
69. 69The Shares May Trade at A Price That Is at, above or below the Trust’s NAV Per Share As a Result of the Non-Current Trading Hours Between the Exchange and the Digital Asset Market
70. 70The Trust Is an “Emerging Growth Company” and It Cannot Be Certain If the Reduced Disclosure Requirements Applicable to Emerging Growth Companies Will Make the Shares Less Attractive to Investors
71. 71Several Factors May Affect the Trust’s Ability to Achieve Its Investment Objective on a Consistent Basis
72. 72The Amount of BNB Represented by Each Share Will Decline Over Time As the Trust Pays the Sponsor Fee and Extraordinary Trust Expenses, and As a Result, the Value of the Shares May Decrease Over Time
73. 73Although the Sponsor has agreed to assume all fees and other expenses incurred by the Trust in the ordinary course of its affairs, not all Trust expenses have been assumed by the Sponsor. For example, any taxes and other governmental charges that may be imposed on the Trust’s property will not be paid by the Sponsor
74. 74The Trust Is a Passive Investment Vehicle. The Trust Is Not Actively Managed and Will Be Affected by a General Decline in the Price of BNB
75. 75The Development and Commercialization of the Trust Is Subject to Competitive Pressures
76. 76Security Threats to the Trust’s Accounts with the BNB Custodians Could Result in the Halting of Trust Operations and a Loss of Trust Assets or Damage to the Reputation of the Trust, Each of Which Could Result in a Reduction in the Price of the Shares
77. 77Loss of a Critical Banking Relationship for, or the Failure of a Bank Used by, the Trust Could Adversely Impact the Trust’s Ability To Create or Redeem Baskets, or Could Cause Losses to the Trust
78. 78The Lack of Full Insurance and Shareholders’ Limited Rights of Legal Recourse Against the Trust, Trustee, Sponsor, Administrator, Cash Custodian, and BNB Custodians Expose the Trust and Its Shareholders to the Risk of Loss of the Trust’s BNB for Which No Person or Entity Is Liable
79. 79A BNB Custodian may terminate, in whole or in part, the applicable BNB Custody Agreement, and/or suspend, restrict or terminate services to the Trust, in the event of a material breach not cured in thirty (30) days or if the Trust suffers a bankruptcy event
80. 80The Trust May Be Required, or the Sponsor May Deem It Appropriate, To Terminate and Liquidate at a Time That Is Disadvantageous to Shareholders
81. 81The Sponsor Is Solely Responsible for Determining the Value of the BNB Holdings and BNB Holdings Per Share, and Any Errors, Discontinuance or Changes in Such Valuation Calculations May Have an Adverse Effect on the Value of the Shares
82. 82Extraordinary Expenses Resulting from Unanticipated Events May Become Payable by the Trust, Adversely Affecting the Value of the Shares
83. 83The Value of the Shares Will Be Adversely Affected If the Trust Is Required To Indemnify the Sponsor, the Trustee, the Transfer Agent, the BNB Custodians or the Cash Custodian under the Trust Documents

Regulatory Risk

1. 84The Regulatory Landscape Surrounding Staking Activities is Uncertain
2. 85extent and content of any forthcoming laws and regulations are not yet ascertainable with certainty, and it may not be ascertainable in the near future. The impact of these and other related events on the Trust, the digital asset industry, and the value of the Shares cannot be predicted
3. 86Depending on its characteristics, a digital asset may be considered a “security” under the federal securities laws. The test for determining whether a particular digital asset is a “security” is complex and difficult to apply, and the outcome is difficult to predict
4. 87Changes in SEC Policy Could Adversely Impact the Value of the Shares
5. 88Competing Industries May Have More Influence With Policymakers Than the Digital Asset Industry, Which Could Lead to the Adoption of Laws and Regulations That Are Harmful to the Digital Asset Industry
6. 89Shareholders Do Not Have the Protections Associated With Ownership of Shares in an Investment Company Registered Under The 1940 Act or The Protections Afforded by the CEA
7. 90The Trust is not registered as an investment company under the 1940 Act, and the Sponsor believes that the Trust is not required to register under such act. Consequently, Shareholders do not have the regulatory protections provided to investors in investment companies
8. 91Anonymity, Sanctions, and Illicit Financing Risk
9. 92creators, or programmers sometimes remain anonymous, it is not inconceivable that bad actors, such as those subject to sanctions, could seek to do so
10. 93Regulatory Changes or Actions in Foreign Jurisdictions May Affect the Value of the Shares or Restrict the Use of BNB, Validating Activity or the Operation of Their Networks or the Global BNB Markets in a Manner That Adversely Affects the Value of the Shares

Tax Risk

1. 94The Treatment Of The Trust For U.S. Federal Income Tax Purposes Is Uncertain
2. 95The Trust may take certain positions with respect to the tax consequences of Incidental Rights and IR Virtual Currency and, if in the future, any Staking Activities it undertakes. If the IRS were to disagree with, and successfully challenge, any of these positions, the Trust might not qualify as a grantor trust
3. 96The Treatment Of Digital Currency And Staking Activities For U.S. Federal Income Tax Purposes Is Uncertain
4. 97In 2014, the IRS released a notice (the “Notice”) discussing certain aspects of “convertible virtual currency” (that is, digital currency that has an equivalent value in fiat currency or that acts as a substitute for fiat currency) for U.S
5. 98Future Developments Regarding The Treatment Of Digital Currency And Staking Activities For U.S. Federal Income Tax Purposes Could Adversely Affect The Value Of The Shares
6. 99Future Developments In The Treatment Of Digital Currency For Tax Purposes Other Than U.S. Federal Income Tax Purposes Could Adversely Affect The Value Of The Shares
7. 100imposes onerous tax burdens on digital currency users, or imposes sales or value-added tax on purchases and sales of digital currency for fiat currency, such actions could result in decreased demand for BNB in such jurisdiction
8. 101A U.S. Tax-Exempt Shareholder May Recognize “Unrelated Business Taxable Income” As A Consequence Of An Investment In Shares
9. 102Shareholders Could Incur A Tax Liability Without An Associated Distribution Of The Trust
10. 103A Hard “Fork” Of The BNB Smart Chain Could Result In Shareholders Incurring A Tax Liability

Other Risks

1. 104Shareholders Cannot Be Assured of the Sponsor’s Continued Services, the Discontinuance of Which May Be Detrimental to the Trust
2. 105Shareholders cannot be assured that the Sponsor will be willing or able to continue to serve as sponsor to the Trust for any length of time. If the Sponsor discontinues its activities on behalf of the Trust and a substitute sponsor is not appointed, the Trust will terminate and liquidate its BNB
3. 106Although the BNB Custodians Are Fiduciaries With Respect to the Trust’s Assets, the BNB Custodians Could Resign or Be Removed by The Sponsor, Which May Trigger Early Dissolution of the Trust
4. 107Shareholders May Be Adversely Affected by the Lack of Independent Advisers Representing Investors in the Trust
5. 108Shareholders and Authorized Participants Lack the Right Under the BNB Custody Agreements To Assert Claims Directly Against the BNB Custodians, Which Significantly Limits Their Options for Recourse
6. 109The Exchange on Which the Shares Are Listed May Halt Trading in the Trust’s Shares, Which Would Adversely Impact a Shareholder’s Ability To Sell Shares
7. 110The Market Infrastructure of the BNB Spot Market Could Result in the Absence of Active Authorized Participants Able To Support the Trading Activity of the Trust
8. 111BNB Spot Exchanges Are Not Subject To Same Regulatory Oversight As Traditional Equity Exchanges, Which Could Negatively Impact the Ability of Authorized Participants To Implement Arbitrage Mechanisms
9. 112Shareholders 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 Shareholders’ Investment in the Shares
10. 113As the Sponsor and Its Management Have Limited History of Operating Investment Vehicles Like the Trust and Limited Experience with BNB, Their Experience May Be Inadequate Or Unsuitable To Manage the Trust
11. 114The Sponsor Is Leanly Staffed and Relies Heavily on Key Personnel
12. 115The Trust Is New, and If It Is Not Profitable, the Trust May Terminate and Liquidate at a Time That Is Disadvantageous to Shareholders
13. 116Shareholders Do Not Have the Rights Enjoyed by Investors in Certain Other Vehicles and May Be Adversely Affected by a Lack of Statutory Rights and by Limited Voting and Distribution Rights
14. 117The Trust Agreement Includes Provisions That Limit Shareholders’ Voting Rights and Restrict Shareholders’ Right To Bring a Derivative Action
15. 118An Investment in the Trust May Be Adversely Affected by Competition from Other Investment Vehicles Focused on BNB or Other Cryptocurrencies
16. 119Shareholders May Be Adversely Affected by Creation or Redemption Orders That Are Subject to Postponement, Suspension or Rejection Under Certain Circumstances
17. 120Shareholders May Be Adversely Affected by an Overstatement or Understatement of the NAV Calculation of the Trust Due to the Valuation Method Employed on the Date of the NAV Calculation
18. 121The Liability of The Sponsor and the Trustee Is Limited, and the Value of the Shares Will Be Adversely Affected If the Trust Is Required To Indemnify the Trustee or the Sponsor
19. 122Due to the Increased Use of Technologies, Intentional and Unintentional Cyber-Attacks Pose Operational and Information Security Risks
20. 123The Trust and Its Service Providers Are Subject to Certain Operational Risks