GIP-150: Should GnosisDAO let GNO holders redeem their pro-rata share of the treasury?

[Wismerhill]

There is no arbitrage or adverse effect for GNO holders with the redemption. Pro-rata simply means that if 1 GNO exits and there are 100 GNO in circulation, he claims 1/100 (1%) of the treasury. So 1% of the ETH, 1% of the SAFE, 1% of the USDC, etc.

[citrullin]

Thanks, this clarifies the mechanics.

What I’m still trying to understand is how robust the NAV assumption is, given how central it is to the redemption.

The proposal fixes NAV at a single snapshot using the Noca dashboard, while also acknowledging that:

• off-chain investments haven’t been audited in over two years, and

• Gnosis Ltd’s enterprise value has never been independently valued

At the same time, liquid and semi-liquid assets are distributed immediately based on that snapshot.

So what happens if those valuations turn out to be optimistic or not fully realizable after the snapshot?

It seems like the main arbitrage surface here isn’t asset selection (since it’s pro-rata), but the gap between snapshot NAV and actual realizable value over time.

Is there any mechanism to account for that, or is this effectively a one-time pricing event that participants can opt into based on their own view of the NAV quality?

[mrtdlgc]

I do not support this proposal.

What the proposal is seeking is to introduce a ragequit like function that we are familiar from Moloch DAOs or DAOHaus style DAOs.

The main caveat with those was the case that they were mostly “investment” DAOs where individuals initially come together to put their own capital to create a treasury and execute on them.

And even though I believe ragequit is a good function for such DAOs, Gnosis DAO has never been conceived as a simple investment DAO. When you look at the past of Gnosis, you will see that Gnosis always leaned into almost public goods by building essential infrastructure for Ethereum. Expecting Gnosis to act like a predatory profit-oriented business and to attempt to apply those expectations by trying to plunder the DAO treasury by introducing ragequit is not productive, if not utterly destructive.

The market is free, and there was never a promise by the LTD that GNO will trade at an arbitrarily defined NAV, whatever that means.

That being said, I get the frustration among people holding GNO and wanting an “out” due to their ill-informed investment could be appealing to some. But I would like to highlight the fact that what you call “the treasury” is something that has been built over the years by the same entity and by the same people still working on returning value back to the DAO.

Even though, the last two years, the LTD has not performed well partly due to pivoting from infra building to consumer products (which I do not think was a good pivot), partly due to not really recognizing the consumer crypto narrative was a psyop by other big VC funds acting in the Ethereum sphere to strip away the very things that made Ethereum into what Ethereum is today through narratives like neobanks and RWA tokenization and what not. I still believe just plundering the treasury due to some dissatisfaction and based on an extension of the same narrative of “why no pump” has ill intents.

And over the past two-three years, both working as part of the LTD and afterward through governance discussions and being part of the delegate program, I attempted to bridge the gap between the DAO and the LTD, and it has been overlooked. And it kind of paved the way for this discussion, what I would like to call a malicious attempt to introduce ragequit to the DAO which never had it in its practices and which does not align with the covenant of the DAO. I would love to see Gnosis LTD to, once again, reconsider the current direction of its business practices and see this as a good opportunity to join the discussion on the forum and increase transparency as well as accountability to the DAO and enable token holders to have a better say in the next pivot, which is obviously a necessity at this point because obviously the direction is burning about $30m while working on a product which is absolutely not aligned with the ideals of what made Gnosis a respected entity in the cryptosphere.

[citrullin]

@mrtdlgc

And over the past two-three years, both working as part of the LTD and afterward through governance discussions and being part of the delegate program, I attempted to bridge the gap between the DAO and the LTD, and it has been overlooked.

I hear your frustration. It’s a shame those attempts were overlooked. That disconnect is exactly why we are in this mess.

When the community sees 30m being wired with seemingly little accountability, often defended by the “we built Safe and Cow” legacy, patience eventually evaporates. It is a fair response to demand better tools to hold the LTD accountable.

However, I still feel like GIP-150 is bringing a nuke to a knife fight.

As I’ve proposed, we should be making the traditional world more DeFi by giving the DAO actual execution and observation power over the LTD. That addresses the core issue without triggering a bank run or rugpull on the treasuries liquid assets. If we go the redemption route, we risk draining the “good“ assets and leaving the long-term believers with a zombie treasury of illiquid leftovers.

Let’s make it painful for the teams to be unaccountable, but let’s not take down what has been built over a decade just because the current governance bridge is broken.

[mrtdlgc]

@citrullin

GIP-150 is bringing a nuke to a knife fight.

Good analogy

[20goto10]

What should happen with the redempted GNO? Burned? Part of treasury? Still circulating and causing inflation?

[Wismerhill]

I understand the emotional baggage. To be transparent, I invested in Gnosis at the time because I believed in the products (Safe, Cowswap, Gnosis Chain, Gnosis Pay, etc.), investments (Flashbots, LiFi, 1kx, Monerium, etc.), and the ability of the founding team to steer the whole organization in the right direction by making financially educated decisions, including hard ones, if the situation required it.

The reality we have today is very different:

• Gnosis Ltd spending is off the charts, non-viable, and unjustified by any growth trajectory. There is no headcount that large in any other established blue-chip crypto company.
• Seeing that their funding was going to run dry, the management decided to request that the treasury manager add 250k GNO held by the Ltd on behalf of the DAO (or to the benefit of the DAO) as circulating. He obeyed. No GIP, no discussion. When I asked about disclosure (see Request for Governance Disclosure - Gnosis Ltd's 250,000 GNO, NAV Methodology Change, and the Relationship to GIP-128 Funding - #9 by Wismerhill ) all we received was a vague answer. And this has multiple implications: can they vote with it? If yes, that’s a permanent right to fund their pet projects with the DAO treasury. Did they disclose that they already had ~$36M in employee compensation packages available when they asked for a $30M funding? Absolutely not. So they actually spent $66M. Does that sound fair to you?

Gnosis DAO gives tokenholders the right to vote for governance and decisions. It’s certainly not an investment company, but neither is it a charity.

I completely respect the work that has been done by the founding team until now, but their gross negligence in making Ltd viable and lack of management or execution skills over the past year is concerning. You don’t start taking hard decisions when the company bank account is empty. The change that is needed at Ltd is much bigger than we all think.

[Wismerhill]

The proposal is live on snapshot: Snapshot.

[staworth]

This proposal painfully exposes the deep divide at the heart of this DAO and the GNO token.

We’ll be abstaining, because we can’t support a proposal that is so plainly bad for the future of Gnosis, but we also cannot deny holders’ clear frustrations here, and cannot begin to understand why Gnosis’ leadership have so shamefully buried their heads in the sand on this.

Bad Intentions

Before diving into why this proposal is bad for Gnosis and for GNO holders, a quick note on the bad intentions that we observe here.

We’re especially frustrated and disappointed to see this proposal emerge in this way, because the DAO has only just had the opportunity to rectify things with the removal of kpk and appointment of NOCA. We raised precisely this point during the debate on the treasury management RFP, citing various of the frustrations that have led to this redemption proposal as important discussion points to ensure the DAO does not fall to blows again. We were ignored.

And yet, all of the critics who had been so vocal about Gnosis’ failings up to the new treasury manager selection process — and who have since resumed their criticism in the build-up to redemptions — were completely absent and silent throughout this process. You’d be forgiven for thinking that these critics didn’t want to try and resolve and improve things, but instead have been building up to a raid on the treasury for months.

Worse still, Gnosis’ leadership were also completely silent on trying to change things for the better, preferring a swift appointment of a friendly party, hoping to breeze through the difficulties. Only it didn’t work — they’ve fallen right into a redemption trap through a mixture of wilful omission, negligence and laziness.

Bad For Gnosis

Redeeming the treasury at NAV is poor for a project’s ongoing prospects. It undermines the intrinsic value that sits beneath the redeemed assets. It creates a harmful narrative about the value of the token, and forces a marketable value on intangible assets and goodwill at a single snapshot in time which really should be valued against their long-term potential. It removes optionality and runway from the project, limiting its capabilities for the future.

Where proactive buybacks to remove GNO from circulation could help to concentrate intrinsic value in fewer holders at opportune moments whilst also providing positive buying pressure, redemptions just leak value without control or certainty on the project’s direction. We appreciate the proposal is clear that it is dissatisfied with buybacks to date and that the two mechanisms can co-exist. But redemption at NAV is a far inferior mechanism for the project’s interests.

There are a few specific mechanisms about this proposal that are good for redeening holders but poor for the project:

1. Excluding GNO held by Gnosis Ltd as if it were non-circulating inflates the redemption value artificially, even though we understand much of this is due to circulate when paid out to Gnosis Ltd contributors. This means redeeming holders take a disproportionately high share of treasury, while remaining holders are left with less as GNO held by Ltd enters circulation.

2. The treasury NAV methodology doesn’t seem to give any credit for ongoing cost obligations that the DAO has. That means the same amount of costs would be borne by fewer holders and a smaller treasury post-redemption, while redeeming holders walk away with a share based purely on a snapshot in a moment of time. Redemption should be at a *“fair value”* which accounts for all ongoing costs borne by the DAO.

3. The synthetic gLTD-CLAIM token is purely a mechanism to redeem and dump illiquid and intangible value on the secondary market at any price without respect for its reasonable value. Issuing this as a freely-transferrable token does not reflect the underlying economic reality of these assets. Buyers of this token are likely to be stung because they are unlikely to be properly redeemable at any stage, whether Gnosis succeeds or it doesn’t. It’s one last squeeze of the lemon before discarding the flesh.

4. The $200k of costs needed to implement this proposal would be borne by all of the DAO, even though the benefit accrues to only the redeeming holders, meaning they are being subsidised.

Put simply, if this proposal is to be accepted, we think that ongoing GNO holders will be left holding the bag with a significantly worse deal. This creates a big incentive to redeem, and perhaps even a window for market participants to attempt an arbitrage by buying more GNO to redeem.

At worst, we think this could kick off a major death spiral for whatever remains of Gnosis afterwards.

Bad For Holders

And yet, we’re not voting against here, because we feel that this proposal also exposes the really poor deal that holders are getting. We don’t intend to fight to preserve the status quo.

Comms from Gnosis’ leadership shows a complete and willful disregard for this subject, and for tokenholders’ rights more generally: “If needed we are prepared to sit this out until it becomes clear that this approach will not succeed”.

Do they know something that we don’t? Is it certain that this proposal will never succeed because the deck is already stacked? To us, this comment is steeped in irony for an organisation that preaches the values of decentralisation. Coming from the people who claim that all value generated by Gnosis accrues to the GNO token, it’s a horrendous blunder.

Our view is that leadership doesn’t have a choice to “sit this out”. Ignoring this is a willful omission, and exposes a lack of care and interest. Leadership should be the first people into the trenches, firing off blows at this adversary to show that they mean business and will not have their treasury raided. Now is the time to reassure holders of the token’s value and the project’s future. But instead all we get is more heads in the sand.

Gnosis’ leadership have a few options here, most of which are bad for holders:

1. They can try to take this down before an outcome. In fact, @Kenk has already been deployed with some governance process bullshit to try to slow this thing down by lining up an invalidity claim (despite a myriad of other proposals with equally obvious floors getting through). This totally undermines confidence in the DAO and ultimately is just more hurdles to buy time. It will only serve to embolden critical holders.
2. They can hope that the proposal fails to meet quorum, given this has happened so frequently in recent times. Again, a total failing of the DAO’s operations, but one that this time may help them. They just need to be careful that some large holders don’t tactically withhold until the last minute, when it’s too late for Gnosis’ leadership to intervene. And, even if this does work, they need to be mindful that failed quorum is not an end to things.
3. They can try to vote it down with their reserves of voting power. Gnosis’ leadership clearly control a significant amount of GNO. GIP:140 exposed a dormant-yet-aligned trove of 70k GNO that can be drawn on to vote when needed. But taking this option proves that the deck is stacked and the DAO is purely governance theatre, which destroys confidence in the DAO and undermines the credibility of leadership. This could trigger a sell-off in GNO, as holders realise they will never have the control they’ve been promised.
4. They can ignore the vote if it does pass, perhaps on some grounds of invalidity or unenforceability. Again, this completely destroys confidence in the DAO and could trigger a collapse in GNO.

There is also one reasonable option that we are stunned to see leadership choosing to forego:

5. They could respond and make the case for why this proposal does more harm than good. It’s not a hard one to make, the proposal clearly skews things in favour of redeeming holders. This would even provide helpful justification for voting it down or taking some other action.

But instead holders get the worst possible deal: no communication; no reassurance; no proactive engagement; no effort to protect the token; no shits given.

Whether they redeem or stay, there is little good that comes from holding GNO here.

Best Of A Bad Bunch

This proposal is bad for the project because it raids its runway and damages confidence. But it’s far worse for the remaining holders, who are left with a bad deal from the redeemers and a bad deal from Gnosis leadership.

We seriously considered voting against because all the possible outcomes are bad. But we certainly didn’t want to support any efforts to sweep this under the carpet. We acknowledge that this proposal does provide some value in exposing Gnosis’ flaws and trying to seek some action.

We abstain because we don’t want to stand in the way, we don’t want to take a side, and we’re tired of this drama. If the proposal passes without a word from leadership, we will seriously entertain redeeming all of our tokens, if only because the deal is so incredibly one-sided that it’d be foolish to take the other side.

[Wismerhill]

GIP-150 was posted 15 days ago. Rather than engage on this thread, @ernst posted the message below in a private group of GNO holders and Gnosis Ltd employees, asking the group to vote against. Since the vote is public and her framing is contestable, I am bringing the message and my response here for delegates to weigh.

The comparison to Rook and Aragon is character framing rather than an argument about the proposal. Rook holders redeemed because there was no project left to fund; GIP-150 winds down nothing and changes nothing for any holder who does not opt in. The relevant question is what GIP-150 responds to, and that is on the public record:

• $22.5M deployed to Gnosis Ltd over three quarters, with the discount to NAV widening rather than narrowing

• Disclosure regressing for two consecutive quarters in violation of GIP-128’s own on-chain reporting commitments. The Q3 budget vs spend table is gone. Q1 2026 dropped revenue, headcount, and Gnosis Business active users

• Every discretionary product showed declining or undisclosed engagement in Q1 2026: Gnosis Pay active users -20.7% QoQ, Circles active minters -22%, Gnosis Business active users from 57 to undisclosed across four quarters; headcount didn’t show any decline (?)

• The unilateral reclassification of approximately 250,000 GNO (~$36M at current price) from non-circulating to circulating, representing compensation packages issued during the GIP-128 period that had not been previously disclosed, executed with no Snapshot, no GIP, and no public announcement. This single change reduced NAV per GNO by roughly 16.5%

Each of these is a Gnosis Ltd choice. None of them is market opportunism on the part of holders. The pattern is what built the case for GIP-150.

Note also what is in her message and what is not. She concedes the underlying critique on NAV discount and transparency is fair. She then offers a per-product business viability strategy that does not exist in any of the three quarterly reports under GIP-128, and a buyback framework that has been absent for the four months Noca has held $5M per quarter of discretionary authority under GIP-148 to execute one. Both appear in reaction to GIP-150, because GIP-150 made it cost something to keep deferring. A funded entity that produces strategy only when forced by a redemption vote is not leading. It is reacting. That alone is reason for tokenholders to want optionality.

On the mechanism: GIP-150 on Snapshot uses the gLTD-CLAIM hurdle structure. Liquid and semi-liquid assets distribute pro-rata in-kind at NAV. Illiquid off-chain investments and Gnosis Ltd enterprise value pay out only above a return-of-capital hurdle, with subsequent DAO deployments into those buckets increasing the hurdle. The “drains the liquid treasury” framing misreads the mechanism. Non-participants retain the same per-GNO claim on what remains. The proposal is non-dilutive by construction.

[citrullin]

What are we even voting on when the Gnosis founder sway in, shift the whole vote in their favor?

Can DAOs even exist when the distribution is so skewed in their favor?
But more interestingly. If only a hand full of people actually run the show here.
And don’t really want us to hold them accountable:
Isn’t that just a general partnership with extra steps?

Which, of course, should get the same scrutiny as any other partnership by regulators.

[paul2]

Strongly opposed to this proposal.

The proposal aims to spend a significant amount of treasury funds to reward people for exiting their GNO positions.

It would be concerning enough if the proposal creators were Founders or Core Team members of Gnosis, since that would suggest a plan for insiders to exit, but the fact that there seems to be no connection between the proposal creators and any past contributions to Gnosis makes this an obvious extraction play with only negative effects for the ecosystem.

[0x6f2]

‘spend’ is actually redeem, as in the assets attributable to their GNO holdings.

As before, extraction actually looks like spending $30m/yr with no return, and posturing for GNO holders’ treasury to be spent on public goods.

Your position is that GNO holders are a charitable cause and the funds should be modelled on government spending, the absolute worst allocators in history. It’s absolutely nonsense, and an obvious extraction play with only negative effects for GNO holders.

[gno-investor]

I just voted FOR.

As a long-term GNO holder (3+ years), I made this decision with mixed feelings, but it ultimately feels like the necessary and correct path forward. Even if the proposal passes, I am not entirely sure if I will personally choose to redeem my tokens. However, looking at the public debate, I disagree with the narrative that this proposal is somehow “destructive.”

I completely understand the core team’s perspective and their concerns about shortening the treasury’s runway. Naturally, it would be ideal if the project were so highly profitable that a mechanism like this wouldn’t need to be addressed at all. But unlike a traditional startup, Gnosis has a publicly traded token that represents a claim on the underlying assets. The project created the token, it created the rules of the game, and that comes with its pros and cons.

Yes, the runway might be shortened from, let’s say, 6 years to 5 years. But let’s look at the actual mechanics: those who choose to redeem will burn their GNO. This means that exiting holders are essentially leaving a massive chunk of value—most notably, the entire Gnosis Chain ecosystem itself—behind for the rest of us for free. Every remaining GNO token will inherently represent a proportionally larger piece of the network afterward. Given the vast resources the treasury still holds, how exactly is that a bad or destructive thing?

Ultimately, we are not voting here on whether the DAO will run out of money in two months. We are voting on establishing an accountability mechanism that arguably should have been standard in many DAOs from the very beginning. In general, such mechanisms universally improve capital allocation, but for them to truly work, they require all data and information to be fully transparent and on-chain.

I think we sometimes forget that this was exactly the core vision years ago when Ethereum and the original The DAO were created—to build on-chain organizations where everything is public, verifiable by the second, and where everyone (investors, developers, etc.) can make genuinely informed decisions.

I don’t view this proposal as an attack. Rather, I see it as ‘the matrix’ pushing Gnosis toward exactly where DAOs are actually supposed to operate: a transparent, fully on-chain, and verifiable environment.

[StefanGeorge]

I have voted against it. I want to prevent others from buying GNO in the hope of flipping it in case the proposal goes through. I want long-term holders.

There is value created in Gnosis LTD, which would be destroyed if this proposal passes. We need to avoid this in the interest of GNO token holders.

That being said, it is important to use resources efficiently. If projects don’t show progress and promising results leading to a net return for GnosisDAO, they will have to be restructured. GnosisDAO is a for-profit organisation and has to act accordingly. The winddown of Gnosis Business is a testament to this.

I consider most assets Gnosis owns as strategic. This also includes Ether through our work on the EEZ. The same is true for COW and SAFE. The success of some of those assets can be influenced by us. If we were to allow everyone to redeem assets at any point of time, it could massively reduce the influence Gnosis has as an organisation. In terms of runway, currently, all projects are in a phase where they either have to grow significantly or restructure. In the growth case, you have to assume higher investment costs. Rain.xyz, competitor to Gnosis Pay raised $250M in their last round, more than the entire assets held by GnosisDAO. That doesn’t mean investments have to exclusively come from GnosisDAO, but it is an important reference point.

[citrullin]

@StefanGeorge

I have voted against it. I want to prevent others from buying GNO in the hope of flipping it in case the proposal goes through. I want long-term holders.

This is certainly going to be one of those big vision in theory vs. in reality moments. Where the Greed, Ego and Envy takes over and all these theories go out of the window. Certainly a treasure trope for future sociologists to do their research on. How meta to describe it just in this moment. Any way. Funny times we are living through.

@StefanGeorge

We need to avoid this in the interest of GNO token holders.

I find this a little ironic, speaking without filter here. When it’s about wiring yourself 30m, there aren’t many of these concerns. Maybe this could be done more cheaply? Don’t we have a fiduciary duty to find out if? Look at the numbers, throwing more people at the problem doesn’t seem to solve it. But boy does it feel great for my Ego. Idk, I would expect people in this position to ask themselves these questions. Or maybe that’s just me.

@StefanGeorge

That being said, it is important to use resources efficiently. If projects don’t show progress and promising results leading to a net return for GnosisDAO, they will have to be restructured.

Great timing. Let’s do it then. Back to the roots.

@StefanGeorge

GnosisDAO is a for-profit organisation and has to act accordingly

Cool. Then it shouldn’t be an issue to self host open source software with OIDC. So you can use SIWE OIDC Relay to it. Basically giving Delegators etc. access to the Ltd. internal data. At least improving on this non transparent situation a little. I mean, if we cannot at least do that, what’s the DAO even really good for? No performance art, no joke, like for real. What’s the point of any of this, if you cannot even admit this is not functional?

[paul2]

@0x6f2

As before, extraction actually looks like spending $30m/yr with no return, and posturing for GNO holders’ treasury to be spent on public goods.

“Others have extracted before, therefore we should be able to extract.”

@0x6f2

Your position is that GNO holders are a charitable cause and the funds should be modelled on government spending, the absolute worst allocators in history. It’s absolutely nonsense, and an obvious extraction play with only negative effects for GNO holders.

For context, 0x6f2 is bringing up a conversation from a chat outside the forum.

No, GNO treasury is not a charity. And I agree that governments have historically been extremely ineffective at allocating capital. This is why crypto exists today - because a lot of people can’t trust their governments to build effective financial systems.

That said, public goods are an unfortunate reality of our existence, meaning for as long as we’re alive we’ll have to pool funding to solve unprofitable problems. By proposing a GIP, even the creators of this proposal understand this. There is no such thing as people without governance, even at the scale of a nuclear family.

My position, for the record, is that Gnosis Chain and the upcoming EEZ will only succeed if it can outperform other crypto networks at providing public goods for its builders and users, and that profitable businesses only thrive in ecosystems where public goods are healthy.

@StefanGeorge

Rain.xyz, competitor to Gnosis Pay raised $250M in their last round, more than the entire assets held by GnosisDAO. That doesn’t mean investments have to exclusively come from GnosisDAO, but it is an important reference point.

A bit off topic for the thread, but I just want to point out that the takeaway from this seems to be that there’s clearly more than enough outside investment demand for products in Gnosis Pay’s space, so why does it have to rely on any DAO funding?

[Wismerhill]

I would like to address some of Gnosis Ltd’s management arguments against GNO tokenholder redemption, because I think a lot of them don’t hold up:

1/ “It will lower the runway”

Factually wrong. The proposal is non-dilutive for remaining GNO holders.

Redeemers receive only their pro-rata share of the liquid assets. They receive no cash compensation for illiquid VC investments, no compensation for enterprise value funded to date (Gnosis Chain alone valued at roughly $200M, plus Gnosis Pay and others), and no claim on future treasury investments above the hurdle.

Beyond that, the DAO treasury is not Ltd’s runway. Ltd’s runway is the remaining $7.5M from the approved GIP-128 funding. After that, tokenholders decide whether to fund a new proposal. Conflating the two is exactly the assumption the proposal is built to challenge.

2/ “It is dilutive and will destroy value” - Stefan

“There is value created in Gnosis LTD, which would be destroyed if this proposal passes. We need to avoid this in the interest of GNO token holders.”

There is no value destruction. Redeemers do not exit on better terms than holders who remain. They actually immediately forfeit any cash compensation for the enterprise value they are leaving on the table.

GNO tokenholders have the right to decide for themselves whether to keep exposure or realize value at NAV. Reframing that right as “value destruction” conflates Gnosis Ltd’s preferred outcome with tokenholder interests. They are not the same thing.

3/ Redeemers double-dip future Ltd returns - Martin

“It is essentially trying to ‘double dip’… not take the risk of further funding them (by getting a pro-rata share of the assets right now) but still wants to have future upside from those assets, that depend on future funding.”

This misreads the mechanism. Redeemers forfeit any cash compensation for substantial enterprise value built up over years of DAO funding (Gnosis Chain, Gnosis Pay, the VC portfolio), but they keep a permanent claim to returns from illiquid investments that they funded.

The gLTD-CLAIM hurdle works both ways: if the treasury funds $30M into projects that fail, redeemers absorb that erosion through the gLTD-CLAIM return-of-capital hurdle.

To date, the funding Ltd has received from the DAO vastly outweighs what it will receive going forward. It is fair that redeemers retain modest exposure to potential upside from past investments while accepting the full downside of unsuccessful future deployment.

EEZ illustrates exactly why product-line attribution is impossible. DAO funding is not pinned to specific products and can be redirected at the discretion of Ltd management. If Ltd itself argues that funding is fungible (the “leftover budget” framing used to justify the EEZ/ZkSync investment), then the upside from that funding cannot be neatly attributed back to specific product lines either.

The proposal lets redeemers leave hundreds of millions of enterprise value on the table in exchange for measured exposure to what their past funding could return, while not diluting future net treasury investments. That is the fairest structure available.

4/ “The 250k GNO are not circulating, they are part of compensation packages” - Martin

Step back and refresh the timeline. When GIP-128 was presented, Ltd did not disclose to tokenholders that they had roughly $36M of token-based compensation already earmarked, in addition to the $30M they were requesting from the DAO. This surfaced only when the treasury manager was asked to add these 250k GNO to circulating supply on the dashboard.

These tokens have always been held by a purpose-driven entity on behalf of the DAO. They were not beneficially owned by Ltd as a separate principal.

Martin’s own message confirms this:

“The GNO that the Ltd. holds is already promised as possible payouts to employees, at least a good percentage of it. HOWEVER, the absolute majority of those ‘token plans’ come with significant requirements around success and traction. Our main metric here is the number of revenue-generating users. Currently, we are unfortunately far from those numbers. So there are only two scenarios: 1) Larger amounts of GNO get released, BUT this will only happen if at least one of the Gnosis projects becomes widely successful and thus creates clear value for GNO holders; or 2) They actually don’t get paid out.”

Two things follow:

1. These tokens are explicitly conditional on success metrics that are not currently being met. They are not circulating today.

2. Martin’s framing of the tokens as “promised as possible payouts” directly contradicts what Friederike, CEO of Gnosis Ltd, told us in response to our request for disclosure on Ltd-held GNO.

The tokens are non-circulating, were not disclosed during GIP-128, and should be treated accordingly.

5/ “Competitors are raising more money”, therefore, we will need more - Stefan

“Rain.xyz, competitor to Gnosis Pay raised $250M in their last round, more than the entire assets held by GnosisDAO.”

This analogy fails on two counts.

Gnosis Pay competitors raise from professional VCs and public markets. They are underwritten on growth metrics, unit economics, and a demonstrated path to profitability. They are exposed to rigorous, ongoing financial discipline.

Gnosis Ltd has never been subjected to comparable accountability. Ltd executive management are also among the largest holders of GNO, which gives them effectively unlimited capacity to draw on the DAO treasury while overriding accountability mechanisms. If Gnosis Pay had been demonstrating the growth that justifies $250M valuations, there would be no debate. Q1 2026 active users fell 20.7%, transaction volume fell 17%, and revenue was withheld from the report entirely.

Citing competitors that operate under 10x more rigorous capital discipline is not a defense of the current spend. It is the case against it.

6/ “People voting for this proposal are not long-term holders” - Stefan

“I want to prevent others from buying GNO in the hope of flipping it in case the proposal goes through. I want long-term holders.”

The people who drafted this proposal are long-term holders. They are joined by a broader cohort of GNO tokenholders who have concluded that Gnosis Ltd is failing at its mission and is hiding behind the treasury control held by founders to mask an inability to deliver returns.

“Long-term holder” is not a synonym for “aligned with current management.” It is a synonym for “has tied their capital to the future of GNO.” That is exactly the constituency this proposal serves.

7/ Last-minute restructuring

Friederike, after GIP-150 was filed: “We’re sunsetting Gnosis Business. The metrics didn’t support a path to a viable business with meaningful ROI… 36 roles are affected, leaving us with a team of 110.”

Three quarters into GIP-128, Gnosis Ltd has received $22.5M out of the $30M from the DAO. Headcount has just been cut from 146 to 110. Every discretionary product showed declining or undisclosed engagement in Q1 2026. The Gnosis Business sunset arrived three quarters late.

The CEO’s job is to make hard decisions on time. Instead, Gnosis Ltd management waited until GIP-150 was on Snapshot to restructure. They appear to have assumed they could out-vote the proposal and continue without meaningful change, which is why no profits were ever returned to GNO tokenholders despite the discount widening throughout the period.

The credible threat of redemption is what triggered the restructuring that should have happened months ago. The treasury is shrinking. Financial discipline should not arrive only when tokenholders force the question.

[Kenk]

Wismerhill, replying to your post #30 point by point.

Before the substance: GIP-150 did not clear Phase 2 of the GnosisDAO governance procedure. Phase 2 is the standing temp-check requirement before a GIP moves to Snapshot. I noted this in post #16; the proposal moved to Snapshot anyway. A proposal asking the DAO to redistribute approximately 89% of its liquid treasury, on one of the most consequential governance votes the DAO has run in years, is exactly the kind of proposal Phase 2 exists for. Even more so when the mechanism, legal, NAV-calculation and other aspects have a range of questionable suggestions around them.

More so, skipping it is not a minor procedural matter. It is an implicit admission that a fair temp-check would not have moved the proposal forward.

Speaking now as a Gnosis forum admin, on again a procedural point: before GIP-150 moved to Snapshot, this thread received a pattern of supporting comments from accounts that Discourse moderation logs flag as related to the proposal author. The fingerprint is consistent across them: registration on the day of posting, profile hidden, single-post histories, and in a handful of cases sharing IP infrastructure with the proposal author at both registration and posting time**.**

I am noting this without taking moderation action against any of the flagged accounts. The proposal author has not been suspended and will not be; the alts have not been removed. The point is procedural, not punitive. Snapshot voters have a right to know, before they vote, that the appearance of forum support that preceded the Phase 2 bypass was, in part, manufactured from the proposal author’s own infrastructure.

Now to your reply.

The comparison to Rook and Aragon is character framing rather than an argument about the proposal. Rook holders redeemed because there was no project left to fund; GIP-150 winds down nothing and changes nothing for any holder who does not opt in.

Friederike’s argument was structural. You authored “KIP Draft: Dissolution of the DAO” on the Rook forum on 22 March 2023. $25M of Rook treasury moved to Incubator DAO, the activist-controlled wind-down vehicle that emerged from KIP-44. The mechanism in front of GnosisDAO delegates here is a close descendant of the one you used at Rook: gLTD-CLAIM tracks pROOK as a continuing-claim design, with a synthetic claim on residual and illiquid value. Whether the host project is wound down or made opt-in does not change the structural family the proposal sits in. Asking whether the proposal in front of delegates has the same shape and consequences as proposals the same author has previously authored is a substantive question. Calling it “character framing” lets you set the comparison aside without having to answer it.

$22.5M deployed to Gnosis Ltd over three quarters, with the discount to NAV widening rather than narrowing.

The NAV discount has not been widening on the published methodology. The figure on gno.now/token is currently 7.4% at time of posting, and the token traded above NAV over the weekend. The GNO-to-NAV ratio you have circulated is calculated against assumptions you chose, on a methodology that has never been ratified by the DAO. GIP-146, your own NAV-disclosure proposal, did not move past Phase 2. The figure that you now cite to argue the discount is widening is one you authored, on a proposal the DAO did not adopt.

Disclosure regressing for two consecutive quarters in violation of GIP-128’s own on-chain reporting commitments.

Disclosure has not been regressing. Retrospective updating of metrics across quarterly reports has been a consistent practice since GIP-128 began, documented as such in each prior update, specifically related to financials which requires additional administration time. We have acknowledged that key metrics have been inconsistent and we are addressing it openly. That is a different shape of problem than the framing that Gnosis Ltd is suppressing data to enable extraction.

Every discretionary product showed declining or undisclosed engagement in Q1 2026: Gnosis Pay active users -20.7% QoQ, Circles active minters -22%, Gnosis Business active users from 57 to undisclosed.

This has been addressed in the Q1 Updates thread already, as well as on the AMA, and the picture you draw does not survive when you consider the data and realities of the situation.

• Gnosis Pay shifted from B2C to B2B2C on a confidential and significant distribution partnership; cashback was reduced 50% as a deliberate move toward sustainable unit economics, and the active-user tail-off is the predictable consequence of that shift, not a value problem.
• Circles active minters moved from approximately 3,300 to approximately 4,100 quarter on quarter, a 24% increase, not a decline.
• Gnosis Business client count moved while volumes held; we have recognised that Business was not performing, and the strategic update on that line is in train.

You are also leaving out the lines that do not fit the decline narrative. Gnosis App swap volume rose from $45.29K to $298.23K (+558.6% QoQ), with swap count from 8.22K to 19.13K (+132.7% QoQ). Circles went from 11,877 to 15,616 registered users (+31.5% QoQ). Gnosis Chain transactions in Q4 were 17.38M and 18.91M in Q1 (+8.8% QoQ). I could keep going. A reading of the dashboards whilst omitting these is not a reading of the report.

The unilateral reclassification of approximately 250,000 GNO from non-circulating to circulating, executed with no Snapshot, no GIP, and no public announcement.

Again this has already been responded to and clarified here. Gnosis Ltd’s GNO holding was initially treated as non-circulating during the vesting period; once vesting lapsed, the classification was updated to circulating, with a meaningful portion still committed under employee incentive plans on milestone-based disbursement tied to user growth and revenue. The denominator on displayed NAV per token moves with that classification choice; underlying value does not. Describing it as a “unilateral reclassification” packages a vesting-lapse classification update as a value-transfer event, which it is not.

On the procedural charge: earlier dashboard versions were shared as work in progress, not audited or adopted as governance-approved methodology. GIP-148 is the open track for formalizing a consistent NAV methodology, and Friederike’s reply directly invites the DAO to formalize a specific NAV framework or buyback policy through governance if it wants one.

So the methodology question is fair, and the track for that work is open. Re-describing a classification update of vested holdings as an undisclosed reclassification, then citing the resulting NAV figure as evidence Gnosis Ltd is extracting, is not the same kind of argument.

Note: The responses linked above is one of several substantive engagements with the questions you continue to raise on this thread as if they had not been answered.

Now to Citrullin’s post #31.

What are we even voting on when the Gnosis founder sway in, shift the whole vote in their favor? … If only a hand full of people actually run the show here, and don’t really want us to hold them accountable, isn’t that just a general partnership with extra steps?

The founders being among the largest holders cuts the other way. Stefan voted Against on Snapshot, the largest single vote on the proposal. He had the option to vote For and redeem his pro-rata share of the treasury. He voted Against. Two readings are available for that. Either he believes steering the project is worth more to him than the redemption value of his position, or he believes the project’s mission is worth more than his personal stake. Both are the opposite of what you would expect from a partnership of insiders run for the principals’ personal benefit.

What the founder vote on this proposal shows is a holder turning down the chance to redeem treasury for personal gain. That is the most direct evidence available, on-chain and time-stamped, that the extractive characterisation does not fit the people most positioned to gain from it.

Some thoughts.

The Gnosis ecosystem’s mission is building open financial infrastructure. The DAO’s purpose is to sit at the centre of that ecosystem as the layer that coordinates it. What that requires is teams building in the open, sharing progress and setbacks honestly, and a community that supports, challenges, and strengthens them through that process.

Somewhere along the way, not only here but across this industry, that bargain has frayed. Coordinated capital has learned that it is faster to extract from a working treasury or protocol than to build a new one, or to build anything at all. And that governance forums can be staged to make that extraction look like accountability. It works in part because legitimate frustrations within the community have not always had the governance attention they need, yet frustrations that should be addressed through that work, not through treasury redemption. That is on us to address at the social level.

However, delegates voting on this proposal are not voting on whether Gnosis Ltd’s quarterly performance is satisfactory. The legitimate questions in that area have governance tracks open, or have been invited to be opened, and should be pressed there. They are voting on whether the DAO accepts a redemption mechanism that arrived in these circumstances and is shaped this way.

Separately, Gnosis Ltd will be sharing more detail on the direction the team has been working towards and expanding on GNO’s role in the centre of the ecosystem, all of which started before GIP-150 was introduced.

[Wismerhill]

Thank you Kenk for this detailed answer. In regard to Phase 2, I would recommend reorganizing the different governance process documents if the sequence you mention is mandatory. As you can see here README: GnosisDAO Governance Process :

It says ‘can be created’ and ‘can also move to phase 3 without community approval’. I think it’s important that this remains, as Forum accounts aren’t verified by holdings, and would deter the purpose of majority voting by GNO tokens.

You are comparing Gnosis DAO with a fraudulent project that had founders ask for a carve-out and were ready to take all the treasury with them. I think that’s a bad comparison. Sorry if I have a tendency to defend tokenholders rights. I’m not sure the proposal is about me, but more about the list of points that have been made here by multiple independent parties. I understand your disappointment, as an employee of Gnosis Ltd, but your attitude is part of the reason there is a chasm between operators that get paid by the treasury assets, and tokenholders that control the treasury assets.

Regarding your other points, feel free to read my previous reply.