StablecoinX will permanently exit the 48-month lock-up that restricted a large portion of its ENA holdings, with the waiver taking effect on Oct. 5, 2026. The change removes the company’s existing lock-up, vesting and scheduled-release requirements and aligns its affected holdings with the date previously announced for the release of locked tokens held by other ENA holders. The agreement does not, however, convert StablecoinX’s treasury into an unrestricted pool of tokens. Separate controls remain in force over sales, transfers, lending, hedging, pledging and other uses, preserving a significant role for the Ethena Foundation in determining how the company can deploy its ENA.
The permanent waiver was signed on Sept. 14 by StablecoinX, Ethena OpCo and the Ethena Foundation and disclosed through a Form 8-K filed with the U.S. Securities and Exchange Commission. StablecoinX also announced the agreement publicly on Sept. 17. The arrangement covers ENA already held by the company and its subsidiaries as well as tokens that are still due to be delivered under earlier agreements associated with StablecoinX’s business combination with TLGY Acquisition Corp.
A 48-month restriction disappears permanently
The original agreements imposed a 48-month contractual lock-up on ENA acquired through private investment in public equity arrangements. Those restrictions also included an installment-based release schedule, meaning StablecoinX could not freely access the entire position at once. Once the waiver becomes effective on Oct. 5, those lock-up, vesting and unlocking restrictions will be terminated permanently for the subject tokens.
The waiver explicitly states that Ethena OpCo and the foundation are releasing and terminating every applicable lock-up covering those ENA holdings. According to the disclosed terms, those restrictions cannot later be reinstated once the waiver is in force. That gives the Oct. 5 date greater significance than a simple scheduled vesting event because it marks a permanent contractual change to the company’s treatment of the affected tokens.
ENA received through staking or broader protocol distribution mechanisms can also fall within the waiver where those tokens are connected to the earlier purchase agreements. The result is a broader removal of contractual timing constraints rather than a narrow exception covering only one tranche of StablecoinX’s holdings.
The unlock date matches the broader ENA release schedule
Oct. 5 was not selected in isolation. The date matches the release date that the Ethena Foundation had already announced for locked tokens held by other ENA holders. Bringing StablecoinX onto that same schedule places the company closer to the general treatment of other holders whose locked positions are due to become available on that date.
The alignment reduces one distinction between StablecoinX and other ENA holders, but it does not eliminate all differences. Unlike an ordinary holder who may simply receive unlocked tokens and gain unrestricted control, StablecoinX remains subject to governance and consent provisions negotiated with the Ethena Foundation. The waiver therefore separates the question of when the tokens are unlocked from the question of what the company is permitted to do with them.
That distinction is central to understanding the agreement. Oct. 5 removes the previous time-based restrictions, but operational control over large transactions remains constrained.
Ethena Foundation keeps broad consent rights
StablecoinX must continue to hold the affected ENA as permanent, unencumbered treasury assets unless it receives prior written consent from the Ethena Foundation or completes a transaction through the newly established funding-sale framework. The requirement extends well beyond outright market sales.
Transfers, lending arrangements, hedging, pledging, collateralization and other forms of encumbrance remain covered by the consent framework. In practical terms, StablecoinX cannot simply use unlocked ENA as collateral, lend it to another party or enter a hedge involving the tokens without considering the foundation’s approval rights.
Separate approvals may also be required internally. Depending on the transaction, StablecoinX’s board, investment committee or holders of Class B shares may need to approve the proposed use. The permanent unlock therefore gives the company greater contractual flexibility while still preserving multiple layers of control.
Existing securities-law restrictions are unaffected
The waiver does not override federal securities requirements or other legal limits that may apply to StablecoinX’s ENA holdings. Restrictions arising from the U.S. Securities Act, Rule 144, affiliate status or applicable registration and listing obligations remain in force.
This means the new arrangement changes the contractual relationship among StablecoinX, Ethena OpCo and the Ethena Foundation, but it does not remove external regulatory obligations. StablecoinX must still consider the legal framework governing any proposed transaction involving the tokens.
The distinction matters because the waiver could otherwise be interpreted as giving the company complete freedom over its position. The disclosure makes clear that this is not the case. The contractual lock-up is ending, but legal, regulatory and governance requirements remain separate.
Funding sales receive a defined approval process
The most important operational addition is a structured framework allowing StablecoinX to sell ENA when it needs capital for approved purposes. Instead of negotiating every potential funding transaction from the beginning, the company now has a process specifying notice periods, required disclosures and the Ethena Foundation’s rights during review.
StablecoinX must provide written notice at least five business days before a planned funding sale. That notice must explain the intended use of the proceeds, state the maximum number of ENA involved and specify the minimum price the company is willing to accept.
The notice must also describe how the sale will be executed. StablecoinX is required to indicate whether it plans to use an exchange, an over-the-counter transaction, a market maker or an agency structure. If the company has received a firm offer from a third party, that information must also be included.
The foundation gets a first opportunity to purchase
During the five-business-day review period, the Ethena Foundation may elect to purchase all or part of the ENA StablecoinX proposes to sell. The purchase would occur at the price stated in StablecoinX’s notice.
Settlement can take place using U.S. dollars, USDC, USDe or USDtb, depending on the terms agreed between the parties. This feature gives the foundation an opportunity to absorb tokens before they are introduced into broader market channels.
If the foundation does not respond or declines to exercise its purchase right during the review period, StablecoinX can proceed with a qualifying funding sale. The structure therefore does not give the foundation an unlimited ability to delay a proposed transaction, but it does preserve an initial review and purchase window.
Approved transactions must be completed within 60 days
Once StablecoinX receives clearance to proceed, the sale must be completed within 60 days. If the company does not execute the transaction within that period, it must issue a new notice before proceeding.
This time limit ensures that approval is linked to the specific market conditions and funding needs described in the original request. It prevents an old authorization from remaining available indefinitely while pricing or circumstances change.
The agreement also requires StablecoinX to execute sales in an orderly manner and use commercially reasonable efforts to reduce disruption to the ENA market. The company may spread transactions over time or use over-the-counter and agency arrangements when appropriate.
Ethena can request additional discussions in specific cases
The Ethena Foundation has an additional safeguard if it reasonably believes a proposed sale falls outside the approved framework, could disrupt an orderly ENA market or might violate an existing law or agreement. In those circumstances, the foundation may request further discussions with StablecoinX.
Those discussions cannot extend indefinitely. The additional review period is capped at another five business days. This preserves the foundation’s ability to raise objections while preventing the process from becoming open-ended.
The design reflects a balance between treasury flexibility and market control. StablecoinX gains a defined path to monetize part of its ENA holdings, while the foundation retains tools to examine transactions that could have wider implications for the token or the ecosystem.
Funding can support several corporate purposes
The framework identifies a range of eligible uses for sale proceeds. These include general working capital, strategic investments, corporate acquisitions and software development beyond StablecoinX Harness and the company’s decentralized verifier node operations.
The rules also allow funding sales to support share repurchases carried out under an approved Rule 10b5-1 plan. In that case, the Ethena Foundation must have received and approved the plan, and StablecoinX must have satisfied its disclosure obligations.
These permitted uses show that the agreement is not designed solely to give the company a route for liquidating ENA. The funding process is tied to defined corporate and ecosystem-related activities rather than unrestricted treasury monetization.
StablecoinX controls a large portion of ENA supply
The scale of the company’s treasury makes the governance framework particularly relevant. At the end of the second quarter, StablecoinX held approximately 3 billion ENA, equal to about 20% of the token’s total supply.
Using ENA’s June 30 closing price of $0.07204, the company valued the position at $218.4 million. Based on the 24,029,375 Class A shares then outstanding, that represented approximately $9.09 per share. StablecoinX also reported $212.9 million in digital intangible assets after accounting for impairment.
Because the position represents such a significant share of total ENA supply, the manner in which StablecoinX sells, transfers or otherwise uses the tokens could be material to the market. That helps explain why the permanent unlock is accompanied by a detailed control framework rather than unrestricted access.
The ENA treasury strategy began with a $360 million plan
StablecoinX’s concentration in ENA is the result of a treasury strategy announced in July 2025. The plan involved $360 million, including $60 million in tokens from the Ethena Foundation and $260 million in cash intended for additional ENA purchases.
By the time the company began trading on Nasdaq in June 2026, it reported holding approximately 3.029 billion ENA. That position was valued at $275 million using the 30-day volume-weighted average price applied before the transaction closed.
The difference between that earlier valuation and the later quarter-end value reflects changes in the token’s market price and accounting treatment. The holdings nevertheless remained the defining asset of StablecoinX’s treasury.
Public investors receive indirect exposure through Nasdaq
StablecoinX trades on Nasdaq under the symbol USDE, while its public warrants trade under USDEW. This gives stock-market investors an indirect way to gain exposure to Ethena’s governance token without buying or custodying ENA themselves.
That exposure is not identical to owning the token. Investors own shares in StablecoinX rather than ENA directly, and the company has its own operating activities, governance structure, treasury policies and liabilities. Still, the scale of the ENA position means changes in the token and rules governing its use can be highly relevant to shareholders.
The permanent waiver was therefore disclosed as a material definitive agreement under Item 1.01 of Form 8-K. Chief Financial Officer Young Cho signed the filing on Sept. 17.
StablecoinX also operates infrastructure for Ethena
The company is not solely a passive treasury holder. StablecoinX operates a decentralized verifier node that processes cross-chain messages for Ethena products.
As of Aug. 12, the company said the node had verified more than 10,000 messages representing over $3 billion in cumulative cross-chain volume. This operational role helps explain why the new funding framework includes uses connected to activities supporting the Ethena ecosystem.
The distinction is important because StablecoinX’s relationship with ENA is broader than simple token ownership. It combines a large treasury position with participation in infrastructure supporting Ethena products.
Oct. 5 changes liquidity, but not control
The Oct. 5 waiver represents a major contractual shift because the 48-month lock-up and associated vesting schedule disappear permanently. StablecoinX will no longer be constrained by the same timing rules that previously limited access to its ENA holdings, and the company will move onto the same unlock date announced for other locked holders.
What does not change is equally important. StablecoinX still cannot treat its ENA treasury as unrestricted inventory. Ethena Foundation consent rights remain in place for transfers, sales, loans, hedges, pledges and other uses, while funding sales must pass through a formal notice and review process. Securities-law restrictions and internal governance requirements also remain intact.
The result is a structure in which liquidity increases without eliminating oversight. StablecoinX gains a permanent release from vesting and lock-up restrictions, but the agreement continues to regulate how a treasury representing roughly one-fifth of ENA’s total supply can be deployed.
