Summary

This proposal establishes a one-time, opt-in pro-rata treasury redemption mechanism that allows any GNO holder to exchange their tokens for their pro-rata share of the GnosisDAO treasury. Participation is voluntary. Non-participants keep their GNO and retain their full economic exposure to the DAO’s continued operation.

The mechanism is simple: GNO in, underlying assets out. Liquid and semi-liquid treasury assets are distributed at NAV. Illiquid off-chain investments and Ltd enterprise value are handled via a synthetic claim token (gLTD-CLAIM) that gives participants a fixed pro-rata share of future distributions from those buckets, above a return-of-capital hurdle for any capital the DAO deploys post-redemption. Redeemed GNO is burned, reducing effective circulating supply permanently. No DAO treasury cash is used to buy out participants beyond the pro-rata share of liquid and semi-liquid assets they are entitled to.

With the Noca treasury dashboard now serving as the official reference for the GnosisDAO treasury, including the previously undisclosed illiquid off-chain investments of approximately $25M, GNO holders finally have the information needed to evaluate what they own. This proposal gives them a mechanism to act on that information.

Rationale

GNO currently trades at a persistent and widening discount to the intrinsic value of the treasury. Over the past three quarters, $22.5M of DAO funds have been deployed to Gnosis Ltd under GIP-128, yet the discount to NAV has widened rather than narrowed, and value accrual to GNO from that investment has been minimal. These are factual observations from the treasury dashboard and the three quarterly reports published under GIP-128. They do not require a judgment on the quality of any individual product or team decision. They simply establish that tokenholders are entitled to a mechanism to realize the underlying value of what they own, rather than wait indefinitely for the market to close a gap that is currently moving in the wrong direction.

The Noca treasury dashboard, delivered under the GIP-148 treasury management mandate, now provides transparent NAV reporting including the previously undisclosed off-chain investments. For the first time, tokenholders have a clear view of what the DAO actually owns on their behalf. The logical complement to transparent NAV is a mechanism that lets holders who do not believe the discount will close realize the underlying value directly.

This is a standard optionality right for holders of a well-capitalized treasury. Holders who believe the DAO will compound above NAV keep their GNO; holders who do not, redeem for their pro-rata share of the treasury. The mechanism is self-executing and requires no ongoing judgment from the community once parameters are set.

Mechanism

Sequencing

1. Approval of this proposal via the standard GnosisDAO snapshot governance vote.
2. Participation opt-in snapshot vote: after GIP approval, a dedicated snapshot vote opens for 30 days. The question is binary: “Do you wish to redeem your GNO under the approved pro-rata treasury redemption mechanism?” Voting yes signals opt-in. Voting no or abstaining has no effect. This is a standard snapshot vote using existing governance infrastructure; no new governance phase is introduced. The vote serves a dual purpose: it allows GNO holders to signal their participation in the pro-rata treasury redemption, and the snapshot vote closing block defines the snapshot from which GNO holdings are read for the distribution calculation.
3. Snapshot at the close of the opt-in vote. The final list of opt-in participants and their GNO holdings is fixed at this block. The NAV used for distribution is also fixed at this block using the Noca dashboard as the reference.
4. Claim window opens for 3 months. Participants use the deployed smart contract to exchange their GNO for their calculated pro-rata share of Buckets 1 and 2, and receive gLTD-CLAIM tokens representing their claim on future distributions from Buckets 3 and 4. GNO is burned at the moment of redemption.
5. Unclaimed assets return to the treasury at the end of the 3-month claim window. Any participant who failed to claim forfeits their share of Buckets 1 and 2 and their entitlement to receive gLTD-CLAIM tokens. No gLTD-CLAIM is minted for unclaimed positions.

Eligibility and circulating supply

Eligible GNO, and the denominator for all pro-rata calculations, is defined as:

Total GNO supply (3,000,000) minus GNO held by the DAO (1,335,542) minus GNO held by Gnosis Ltd (360,411, address 0x604e4557e9020841f4e8eb98148de3d3cdea350c) = 1,304,047 GNO (as of today)

Gnosis Ltd’s GNO is excluded because it is held by a purpose-driven entity on behalf of the DAO and is not beneficially owned by Ltd as a separate principal. Including it in the distributable base would both dilute the pro-rata share of every other holder and effectively redirect treasury value to an entity that already operates with DAO funding.

The pro-rata share per eligible GNO is therefore calculated as the treasury NAV divided by 1,304,047 (or the precise figure at the snapshot block).

• Any holder of eligible GNO at the close of the opt-in vote may redeem, subject to having opted in during the 30-day window
• The precise circulating supply at the opening of the opt-in window is fixed by snapshot and used as the denominator throughout

Treasury bucket treatment

The treasury and Ltd enterprise value, as reported on the Noca treasury dashboard and defined in this proposal, are divided into four buckets, each with distinct treatment:

Bucket 1 - Liquid assets (~$159.8M): ETH and ETH-denominated positions (stETH, wstETH, WETH, rETH, osETH), stablecoins (WXDAI, USDC.e, USDC, EURe, sDAI, GHO, USDS, USDT, and others), BTC (WBTC), and tokenized real-world assets (bCSPX, bIB01, bIBTA, CFG).

Treatment: pro-rata in-kind distribution. Participants receive their share directly in the underlying assets at the snapshot mark.

Bucket 2 - Semi-liquid and strategic positions (~$35.5M): SAFE, COW, HOPR, and the long tail of ecosystem tokens (SKY, auraBAL, OLAS, BZZ, GRT, PNK, BAL, BREAD, ENS, AURA, and others).

Treatment: SAFE, COW and HOPR ($31.4M combined) are distributed pro-rata in-kind. The long tail of ecosystem tokens ($4.1M) to be distributed is liquidated by the treasury manager (Noca) at their discretion between snapshot and the opening of the claim window. Participants receive their pro-rata share of the liquidation proceeds in ETH and stablecoins, denominated in the same ETH-to-stablecoin mix as the current treasury composition (approximately 64% ETH / 36% stables at the snapshot block). This avoids distributing dozens of small illiquid positions while letting participants exit cleanly.

Bucket 3 - Illiquid off-chain investments (~$25M per Noca disclosure) and Bucket 4 - Enterprise value of Gnosis Ltd (undetermined): these two buckets share common characteristics that require a different treatment from the liquid and semi-liquid buckets above.

The off-chain investments (direct venture positions, VC fund LP interests, strategic holdings) have not been subject to a consolidated, independently verified valuation in over two years. The $25M figure forthcoming from the Noca disclosure is the first public reference value and has not been audited.

Gnosis Ltd’s enterprise value - the products, IP, platform, and operational capacity built from DAO funding - has never been independently valued. Ltd does not have equity holders separate from the DAO; its assets and operations are purpose-driven on behalf of tokenholders. Value created by Ltd therefore properly accrues to GNO holders, and participants redeeming their pro-rata share of the treasury are entitled to a claim on that value alongside Buckets 1 through 3. The order of magnitude is not trivial: the DAO has deployed $22.5M to Ltd over three quarters under GIP-128 alone, and the 2021 Gnosis Chain acquisition cost the DAO on the order of $140M in GNO at contemporary prices for a single ecosystem asset. Whatever the precise figure, Bucket 4 is real value that participants have a right to participate in.

Neither of these values can be converted to cash at the snapshot without prejudicing non-participants. A cash buyout of Bucket 3 would require non-participants to fund $25M of unaudited valuations; a cash buyout of Bucket 4 would require the DAO to convert an operational entity’s enterprise value into immediate cash, which is neither practical nor prudent. Both buckets are therefore handled through a single synthetic claim mechanism.

Treatment: the gLTD-CLAIM token

Upon redemption, each participant receives one gLTD-CLAIM token per GNO surrendered (1:1 ratio). gLTD-CLAIM is a freely transferable ERC-20 token representing a permanent, fixed pro-rata claim on future realized value from Buckets 3 and 4.

Total issuance: one gLTD-CLAIM per redeemed GNO. If 260,809 GNO redeem, 260,809 gLTD-CLAIM are issued. This is ~20% of the 1,304,047 eligible GNO and therefore represents a 20% pro-rata claim on future distributions from Buckets 3 and 4.

Fixed share: the total supply of gLTD-CLAIM issued at snapshot represents a permanently fixed fraction of each future distribution event. If 20% of eligible GNO redeems, gLTD-CLAIM holders as a class permanently capture 20% of each distribution; the remaining 80% is routed to then-current GNO holders. The ratio is not renegotiated over time and does not depend on future GNO supply decisions.

Scope of claim: gLTD-CLAIM holders receive their pro-rata share of any of the following, above the return-of-capital hurdle described below, as and when they occur:

• Realized returns from the DAO’s off-chain investment portfolio (VC fund distributions, direct investment exits, secondary sales, LP redemptions)
• Any value originating from Gnosis Ltd or any of its products that flows to the DAO treasury or directly to GNO holders, whether through spin-off token launches with DAO-allocated tranches, M&A proceeds from sale of Ltd or any Ltd product line, revenue distributions or dividends, or residual asset distributions in the event of Gnosis Ltd wind-down.

Rights and structure: gLTD-CLAIM carries no governance rights, no voting power, and no information rights beyond publicly disclosed DAO treasury reporting. It is purely an economic receipt with a defined distribution claim.

Cost allocation: the DAO bears all ongoing costs of maintaining the off-chain portfolio and operating Ltd (portfolio management fees, legal costs, operational overhead). gLTD-CLAIM holders receive their pro-rata share of gross distributions to the DAO, not net of these costs. This is a simplification; the alternative (net-of-costs calculation) would require ongoing accounting infrastructure not worth the marginal fairness gain given the scale involved.

Transferability and price discovery: gLTD-CLAIM is freely transferable on open markets. Participants who prefer immediate cash exit can sell their gLTD-CLAIM on secondary markets. Market pricing will reflect discount rates consistent with the uncertainty and timing of underlying distributions. Participants who hold to realization receive full pro-rata value. The mechanism explicitly transfers timing and valuation risk from the DAO to the participant.

Binding terms: the gLTD-CLAIM distribution mechanics, scope, and pro-rata calculations are binding upon issuance and cannot be amended by subsequent GIPs. Any successor to Noca as treasury manager inherits the obligation to maintain the hurdle accounting and route qualifying distributions through the gLTD-CLAIM distributor contract.

Return-of-capital hurdle

To prevent gLTD-CLAIM holders from capturing upside generated by capital they did not contribute, a return-of-capital hurdle sits ahead of gLTD-CLAIM’s pro-rata participation. This is analogous to the return-of-capital tier in a standard private-equity waterfall: the DAO’s post-snapshot capital deployment is returned in full before gLTD-CLAIM holders receive distributions.

Mechanics:

1. At snapshot, the hurdle balance H is initialized at zero.
2. Every DAO capital deployment after snapshot into Bucket 3 (follow-on investment into existing portfolio positions) or Bucket 4 (DAO-to-Ltd flows of any kind, whether GIP-128 tranches, cash, GNO, other treasury assets, loan forgiveness, or guarantees of Ltd liabilities) increments H by the deployed amount, at fair value on the transfer date.
3. Every distribution received by the DAO (or treated as received under the scope of claim above) from Bucket 3 or Bucket 4 is applied first to reducing H dollar-for-dollar, at fair value on the distribution date. Only the portion in excess of H is split pro-rata between gLTD-CLAIM holders and then-current GNO holders.
4. The hurdle is cumulative, permanent, and does not reset. It does not accrue interest or a preferred return: the DAO recoups deployed capital at par.
5. The hurdle is a single unified account covering both Bucket 3 and Bucket 4. Capital deployed into either bucket, or distributions from either bucket, affect the same H balance. There is no per-bucket segregation.

Tracking and verification: the hurdle balance is tracked on-chain through an accounting contract maintained by Noca as part of its existing treasury management role. Every DAO capital deployment into Bucket 3 or Bucket 4 is logged and increments the hurdle. Every Bucket 3 or Bucket 4 distribution received by the DAO is logged and decrements the hurdle first, then, if positive excess remains, triggers the gLTD-CLAIM pro-rata distribution on the excess. The gLTD-CLAIM distribution smart contract reads the hurdle state before each payout and will not distribute when the hurdle is positive.

Worked illustration of the hurdle: assume 20% opt-in, so gLTD-CLAIM captures 20% of each distribution above hurdle. After snapshot, the DAO deploys another $30M to Ltd over year 1 (hurdle H = $30M). In year 2, Ltd distributes $50M to the DAO via a spin-off token TGE. Of that $50M, the first $30M repays the hurdle in full (H returns to 0). The remaining $20M is split: $4M (20%) to gLTD-CLAIM holders, $16M (80%) to then-current GNO holders. If instead Ltd had distributed only $25M, the full $25M would reduce the hurdle to $5M, and gLTD-CLAIM holders would receive nothing from that event.

Why the gLTD-CLAIM approach over a cash buyout

The synthetic claim solves problems that no cash buyout can resolve:

• No treasury drain: the DAO spends $0 of liquid treasury on Bucket 3 and Bucket 4 buyouts. The pro-rata share of non-participants’ liquid bucket and strategic positions remain available for operational runway.
• No valuation fight: the DAO avoids committing to a specific price for either the off-chain portfolio (which has not been independently audited in over two years) or Ltd’s enterprise value (which has never been audited). The market prices the claim token directly.
• Natural price discovery: secondary market trading of gLTD-CLAIM produces an observable market price for the combined future value of Buckets 3 and 4. This is the first transparent valuation signal the DAO will have had for these assets.
• Risk transfer is explicit: participants who accept gLTD-CLAIM are explicitly taking timing and realization risk in exchange for upside exposure. Non-participants are not forced to underwrite that risk on their behalf.
• Alignment over time: the return-of-capital hurdle ensures that any capital the DAO deploys post-redemption to Ltd or to Bucket 3 is recouped before gLTD-CLAIM holders participate. Participants retain genuine upside in pre-redemption capital but do not free-ride on post-redemption DAO commitments.

Worked example

Assume 20% of eligible GNO (~260,809 tokens) opts in.

At snapshot, each participant surrenders 1 GNO and receives, in return:

• Pro-rata share of Bucket 1 in-kind (approximately $122 per GNO at current values)
• Pro-rata share of SAFE, COW and HOPR in-kind, plus pro-rata share of the long-tail ecosystem tokens in cash at 64% ETH / 36% stables (approximately $27 per GNO combined)
• 1 gLTD-CLAIM token, representing a 1 / 1,304,047 fixed share of any future distributions from Bucket 3 (off-chain investments, reference ~$25M) and Bucket 4 (Ltd enterprise value, undetermined) above the return-of-capital hurdle

In cash and in-kind terms, participants therefore would receive approximately $149 per GNO at the snapshot block. They additionally hold 1 gLTD-CLAIM per GNO redeemed. Based on Bucket 3 alone at its ~$25M reference value, each gLTD-CLAIM represents approximately $19 of Bucket 3 face value, realizable when and if distributions occur above the return-of-capital hurdle. Bucket 4 contribution is additional but cannot be pre-estimated; it will depend on future Ltd liquidity events.

Non-participants retain their GNO and their full pro-rata share of Bucket 3 and Bucket 4 distributions as they realize over time. Under the hurdle mechanism, non-participants also recoup any capital deployed post-redemption to Ltd or Bucket 3 follow-ons before gLTD-CLAIM holders participate in upside. Once the hurdle is cleared, distributions in excess split 80% to then-current GNO holders and 20% to gLTD-CLAIM holders in this example.

Eligible GNO drops permanently by 260,809 tokens; gLTD-CLAIM supply is 260,809 tokens, fixed.

Why a redemption rather than buybacks

An obvious alternative to this proposal is for the DAO to execute buybacks at a discount to NAV or at NAV. Buybacks have been available to the DAO throughout the period in which the discount has widened, and they have not closed it. The reasons are structural:

• Buybacks as practiced to date have been intermittent, without a published methodology, without a stated cadence, and without a defined trigger tied to the discount to NAV. They turn on and off at the discretion of the operating entity. Holders cannot rely on them as a price discovery mechanism because their execution is unpredictable.
• Even a well-executed buyback programme depends on available market liquidity and creates execution risk. A redemption distributes the underlying treasury directly and avoids market impact entirely.
• Buybacks require active capital deployment decisions by the DAO (when to buy, at what price, in what size). A redemption is self-executing at a fixed snapshot and puts the decision in each holder’s hands.
• Buybacks benefit remaining holders by reducing supply. A redemption benefits remaining holders in the same way (through GNO burn) and additionally gives them retained exposure to the illiquid portfolio and Ltd enterprise value (subject only to gLTD-CLAIM’s fixed pro-rata share).

The two can coexist. Noca holds discretionary buyback authority up to $5M per quarter under GIP-148. If that authority were being exercised consistently, with a wider budget, and transparently against a defined NAV discount target, this proposal would be less necessary. It is not, and the discount has widened in the meantime. A redemption gives holders a mechanism that does not depend on operator discretion or market conditions.

Implementation

Responsible parties: Noca (treasury execution and NAV snapshot), a to-be-selected smart contract development and audit partner, GnosisDAO governance (final parameter approval).

Indicative timeline:

• Phase 1 and phase 2 discussions: 2 weeks
• Phase 3 approval vote on Gnosis snapshot: 1 week
• Opt-in vote and parallel smart contract development and audit: 30 days
• Snapshot and claim window opens: at close of opt-in vote
• Claim window: 3 months
• Return of unclaimed assets to treasury: at close of claim window

Budget: up to $200k for smart contract development, audit, and legal review. Exact figure to be refined based on quotes from qualified contractors.

Closing note

Gnosis DAO holds one of the most well-capitalized and diversified treasuries in the ecosystem. For over a year, GNO has traded at a widening discount to the intrinsic value of that treasury, and three quarters of significant operational spending have not narrowed the gap. The Noca treasury dashboard now provides the transparent NAV that tokenholders have been asking for. The natural next step is to give holders the mechanism to act on it.

A Pro-Rata Treasury Redemption does not prejudge whether the DAO is creating value above NAV. It lets each holder decide for themselves, and accepts the result.