Request for Governance Disclosure - Gnosis Ltd's 250,000 GNO, NAV Methodology Change, and the Relationship to GIP-128 Funding

[Wismerhill]

I am posting this as a GNO holder, a forum delegate, and the author of GIP-146 (the NAV transparency proposal that passed Phase 2 forum voting with 87% support but did not advance to an on-chain vote, with its scope subsequently absorbed into GIP-148 and Noca’s mandate). I am posting in the forum rather than through private channels because the matters below concern information the DAO collectively is entitled to, not any individual holder. I have raised the methodology question with the cofounders of Gnosis Ltd in parallel correspondence. That correspondence is ongoing. The disclosure questions below are separate from and additional to the methodology question, and the DAO is entitled to public answers regardless of how the methodology discussion resolves.

1. Background

GIP-148 (passed on-chain, January 2026) gave Noca a scope that explicitly includes “NAV + GNO circulating supply tracking” and “off-chain asset review.” Noca’s winning proposal committed to a real-time public dashboard with GNO circulating supply and NAV tracking. The methodology in use to date, as reflected on gno.now, has excluded both DAO-held and Gnosis Ltd-held GNO from the circulating supply denominator. That treatment is consistent with (a) Ltd’s own public framing since the 2025 restructure as a purpose-driven quasi-foundation, (b) the original 2020 establishment of GnosisDAO under which Ltd transferred 150k ETH and 8M GNO to the DAO, and (c) standard practice across treasury frameworks for aligned or treasury-equivalent holdings.

Recently, the methodology reflected on gno.now has been changed to include 250,000 GNO held by Gnosis Ltd in the circulating supply denominator, taking effective circulating supply from roughly 1.30M to roughly 1.55M. The mechanical effect is a reduction in calculated NAV per GNO from approximately $176 to approximately $147 on the same underlying non-GNO treasury value of approximately $229M, a reduction of roughly 16.5%. This has a corresponding impact on any NAV-referenced metric, including the buyback performance disclosure that falls within Noca’s GIP-148 scope.

The change occurred without a Snapshot vote, without a GIP, and without a public announcement or public written justification for the new methodology. To my knowledge there has been no forum post explaining either the rationale or the authority under which the change was made.

2. Why this is a governance matter, not a dashboard matter

Treatment of Ltd-held GNO in circulating supply is not a neutral accounting choice. It has three direct consequences that the DAO has a legitimate interest in:

First, it mechanically changes the NAV per GNO figure against which Noca’s buyback performance is measured under GIP-148. Moving GNO from non-circulating to circulating does not create or destroy any real value, but it does move the benchmark.

Second, if Ltd’s GNO is “circulating,” it is difficult to reconcile that with the 2025 restructure, which was publicly positioned as resolving the tension between equity investors and tokenholders by converting Ltd into a purpose-driven entity whose assets are aligned with the ecosystem. A token held by an aligned purpose-driven entity is not economically “circulating” in any meaningful sense, and classifying it as such implies either that the alignment has weakened or that the tokens are no longer wholly in Ltd’s hands.

Third, the natural reading of reclassification is that the tokens have moved, are moving, or have been committed, into circumstances that do make them circulating: employee or contractor compensation, OTC transfers, collateral arrangements, or third-party custody. If that reading is wrong, Ltd can correct it with a clear explanation. If it is right, the reclassification is a secondary effect of an underlying capital allocation the DAO was never informed of.

That is the governance question this post is raising. Ltd’s most recent funding proposal to the DAO, GIP-128, requested $30M per year in stablecoins for operations and compensation, on the basis of per-category budgets and a commitment to quarterly reporting. At current GNO prices, 250,000 GNO is of the same order of magnitude as a full annual GIP-128 tranche. If Ltd has been, or is, deploying its GNO reserves as a parallel funding source for compensation, operations, or balance sheet purposes, that is material information that was not disclosed when the DAO approved GIP-128 and has not been disclosed in any of the three quarterly reports since.

3. Specific disclosure requests

I ask Gnosis Ltd to confirm the following in this forum, within 14 days:

Question 1. What is the current status of the approximately 250,000 GNO being newly classified as circulating on gno.now? Specifically:

(a) How much of it remains held at Ltd’s treasury addresses under Ltd’s direct control?

(b) How much of it has been committed (vested, granted, pledged, or promised) to employees, contractors, advisers, directors, or other individuals in any form, including as outright transfer, as option, as restricted grant, or as any other compensation or incentive instrument?

(c) How much has been transferred OTC, used as collateral, loaned, or otherwise deployed in third-party arrangements?

Question 2. For any GNO that has been committed to individuals under Question 1(b):

(a) What is the aggregate notional value at the time of each grant, and at current prices?

(b) What is the vesting or release schedule?

(c) What was the authority for the grant, and specifically, was any portion authorised by reference to the GIP-128 budget categories, or from Ltd’s separate GNO reserve, or from another source?

(d) Is any of this compensation reflected in the personnel or management line items of the GIP-128 budget ($1.5M personnel overhead, $0.45M management), or is it in addition to the $30M annual cash envelope approved by the DAO?

Question 3. What is the authority under which the gno.now methodology was changed to include Ltd’s GNO in circulating supply?

(a) Was Noca consulted or did Noca approve the methodology change under its GIP-148 scope for “NAV + GNO circulating supply tracking”?

(b) Is Ltd asserting that it has unilateral authority to set the methodology for how its own holdings are classified for purposes of a dashboard that exists under a DAO-approved mandate?

(c) If so, under what provision of GIP-148, GIP-128, or Ltd’s own Articles does that authority sit?

Question 4. If Ltd’s 250,000 GNO is now classified as circulating supply, does Ltd assert that this GNO carries voting rights on DAO governance proposals?

(a) If yes: will Ltd commit to not voting this GNO on proposals in which Ltd has a direct interest, including but not limited to GIP-128 renewal, treasury methodology, buyback authority, and any matter concerning Ltd’s composition, governance, or compensation?

(b) If no: on what basis is the GNO treated as “circulating” for NAV purposes but not circulating for governance purposes, and how is that dual treatment consistent?

4. What this post is and is not

This is a request for disclosure. It is not a legal claim, not a call for immediate governance action, and not a statement that any of the possibilities raised in Section 2 are true. I do not know, as a GNO holder, what has happened with the 250,000 GNO. I am asking, on the record, what has happened with it and under what authority.

I am posting this because the reclassification affects every GNO holder, and the questions above are the ones any reasonable holder would ask when a methodology change of this scale appears without explanation. I would expect Ltd to welcome the opportunity to address them directly and put the matter to rest.

If the answers confirm that the 250,000 GNO remains under Ltd’s direct control with no third-party commitments, then the governance question reduces to the methodology question alone and can be resolved by a clear, written, Noca-endorsed methodology going forward. If the answers confirm material commitments or distributions that were not previously disclosed, then the DAO will need to decide how to address that, both for the ongoing GIP-128 budget and for the pending renewal.

[Noca]

Thanks for the detailed post, I’d like to respond specifically to the NOCA points.

On gno.now - the site previously at that domain was a v0 dashboard that was not officially launched or announced. It had known errors, a few data gaps, and did subtract all GNO from the circulating supply calculation.

Yesterday we repointed DNS records to the updated version of the dashboard being developed under GIP-148 in preparation for public launch / announcement. During this work we’ve had input from LTD on the relevant holdings to correctly reflect information on the dashboard, including on how certain GNO holdings are treated in the circulating supply figure.

[citrullin]

Good work to everyone involved. Keep going.

[0x6f2]

So to be clear, NOCA was spending DAO funds on buybacks above NAV per GNO without clarity from LTD on the relevant calculation? If so, it seems that this was this a negligence issue on NOCA’s part. Alternatively, if LTD have changed their methodology for calculating the circulating supply, then this isn’t a negligence issue on NOCA’s part, but is a unilateral change from LTD on what constitutes circulating supply. It’s either one or the other, this cannot be escaped.

I think this is quite concerning to be honest; it seems like one opaque, rotten treasury management relationship with LTD has been replaced with another. Meanwhile, the Treasury Manager is employed by the GnosisDAO, not Gnosis LTD. It might be wise to take less direction from LTD, and more from the DAO.

[Noca]

On our Q1 GNO buys by the DAO, we deployed $1.58M over 4 weeks (Feb 19 to Mar 17) and acquired a total of 12,597 GNO. VWAP of $125.75 per GNO.

Over 99% of the capital was deployed below $146 (NAV per gno.now). The remaining 0.75% ($11,942) filled between March 16 and 17 at prices between $146 and $149.94, after which we paused further execution.

[0x6f2]

So DAO funds were indeed used to buy back GNO above NAV, with no clear and confirmed understanding of what NAV was, according to LTD who are apparently the sole source of information, despite not having a contracting relationship with NOCA. Your dressing up of a VWAP and anchoring to a USD price instead of treasury constituent assets does not change those facts.

That is negligence. I expect NOCA to offer their resignation to the DAO, who it owes its fiduciary duty to (not LTD), at the earliest opportunity, rather than being terminated by governance for negligence unreported to the DAO until this question was asked.

NOCA representatives communicated to GNO holders privately that we were still under NAV at the time of those purchases above LTD-defined-NAV.

This is not something that can be weaseled out of - accountability will be demanded, and there will be repercussions, governance or legal.

[ernst]

I’ll keep this focused and refer to my comment in the GIP-128 thread for the broader context on capital allocation and reporting.

First, there has never been a commitment approved by GnosisDAO to buy back GNO until it trades at “NAV”. There is currently no explicit buyback policy. If the DAO wants one, it should be proposed via a GIP together with a clearly defined methodology. Absent that, NAV is an indicative metric, not an execution target.

Second, on circulating supply: Gnosis DAO and Gnosis Ltd are distinct entities. GNO held by Gnosis Ltd is part of active supply. A meaningful portion is committed under employee incentive plans with milestone-based disbursement tied to user growth and revenue. They are not sold and they are not idle treasury. Treating them as non-circulating is inaccurate. The GNO tokens vested over a number of years and initially were consequently treated as non-circulating. Since the vesting period has lapsed, this has been updated.

Third, on methodology: NAV is not a single objective number. It depends on assumptions around illiquid assets, venture positions, and token classification. Changing the treatment of Ltd-held GNO affects the denominator and therefore the displayed NAV per token, but it does not create or destroy underlying value.

Fourth, on process: earlier dashboard versions were shared as work in progress, not audited, and provided informally. They should not be treated as a finalized or governance‑approved methodology. The work under GIP-148 is moving toward a consistent, documented standard that GnosisDAO can review and, if it wishes, adopt explicitly.

Finally, on the implications drawn here: nothing about this change represents hidden value transfer or a change in economic reality. It is a classification update. If the DAO prefers a different treatment or wants to anchor treasury actions to a specific NAV framework, that should be formalized explicitly through governance.

For the broader questions around buybacks, performance, and capital allocation, I’ve addressed those in the GIP-128 thread.

[0x6f2]

@ernst

Absent that, NAV is an indicative metric, not an execution target.

I have communications from your treasury manager to the contrary. These can be published if desired, but would prefer they are made in disclosure given the action you are aware is commencing surrounding this topic.

@ernst

A meaningful portion is committed under employee incentive plans with milestone-based disbursement tied to user growth and revenue

So you failed to mention this when asking the DAO for $30m/yr of funding? This is misrepresentation on Gnosis Ltd’s part - asking for $30m/yr of cash funding without disclosing that you would be using huge amounts of GNO in addition. This is a serious issue.

@ernst

Changing the treatment of Ltd-held GNO affects the denominator and therefore the displayed NAV per token, but it does not create or destroy underlying value.

Why did you change it unilaterally then?

@ernst

earlier dashboard versions were shared as work in progress, not audited, and provided informally.

Again, I have communications from your treasury manager, while in post, saying NAV was ‘up only‘ on 24th February, in direct response to queries around OTC. Please, if you want this to all be referenced in disclosure, carry on your weaseling around this issue.

@ernst

If the DAO prefers a different treatment or wants to anchor treasury actions to a specific NAV framework, that should be formalized explicitly through governance.

Then why has Ltd chosen to unilaterally change it without going through governance? YOU are the ones that need to go through governance here in order to have YOUR GNO counted as circulating.

”Like Morpho, Gnosis moved this year to address perceived tension between equity investors and token holders, ‘converting the entity into a purely purpose-driven organisation,’ according to Ernst.”

Ltd, and you specifically, represented in connection with the July 2025 restructuring set out in GIP-128 (which sought $30 million in annual cash funding from the DAO), that the conversion had been undertaken specifically to address tension between equity investors and token holders and to eliminate equity-style claims on the ecosystem’s assets. The subsequent reclassification of 250,000 GNO held by Ltd as circulating supply has the effect, on Ltd’s own accounting, of restoring an economic claim by Ltd over DAO-pooled value equivalent in magnitude to an entire year of the cash budget that Ltd sought from the DAO. That conduct is inconsistent with the representations on which the 2025 conversion was publicly marketed.

In light of your comments today defending a unilateral 30% dilution to tokenholders, your representations made in 2025 in order to secure $30m of cash were falsified, and that you omitted the information from them regarding Ltd having 250,000 GNO available to it for funding, which would have affected how much was deemed reasonable by the DAO to give to Ltd in 2025.

This is truly disgusting, and both Ltd and NOCA should face severe consequences for this co-ordinated extraction of tokenholder value.

[Wismerhill]

Friederike, thanks for the reply. Several of the points confirm disclosure that the post asked for, and several of the direct questions remain open. I’ll take them in turn.

On the milestone-based employee incentive plans

This is the first public statement that a meaningful portion of the 250,000 GNO is committed under employee incentive plans with milestone-based disbursement tied to user growth and revenue. That is material information. It was not in GIP-128, not in any of the three quarterly reports since, not at the AMA, and not previously in this thread. It is also a significant structural fact that the DAO should have been aware of when approving a $30M per year cash budget whose Personnel Overhead and Management line items were the published compensation envelope.

A few natural follow-ups, which your reply opens and can be answered now:

1. How much GNO in aggregate has been committed under these plans, measured in tokens and in notional value at the time of grant?

2. What are the specific milestones, and in particular, are they measured against MAU, DAU, transaction volume, and revenue figures that the operating team itself publishes in the quarterly reports?

3. What has already been disbursed, and what remains conditional?

4. Are any commitments to directors, cofounders, or senior leadership, and in what proportion to rank-and-file?

5. Is this program accounted for within GIP-128’s cash envelope, or is it a separate compensation stream that runs in parallel to it?

The structural point here is worth stating plainly. If a compensation plan pays in GNO conditional on user growth and revenue that are themselves reported by the plan’s beneficiaries, the design creates a direct incentive to frame and disclose those figures in ways that maximize disbursement. The Q1 2026 report is a recent example of that tension: it opens with “Q1 2026 built on the growth seen in Q4” while every user-facing metric declined, revenue was removed from disclosure, headcount was removed, and Gnosis Business active users were removed. The DAO is entitled to understand whether and how that pattern is insulated from the milestone design.

On the questions the reply does not address

Question 1 (how much of the 250k remains at Ltd, how much is committed, to whom, and under what authority) is partially confirmed but not quantified.

Question 3 (authority under which the methodology was changed) is not addressed. The reply’s own framing that earlier dashboard versions were not audited or governance-approved applies to the current version with equal force. Neither treatment has DAO approval. The question was not which dashboard version is authoritative; it was whether Ltd holds unilateral authority to reclassify its own holdings on a dashboard that exists under Noca’s GIP-148 scope. That has not been answered.

Question 4 (voting rights) is not addressed at all. If Ltd’s 250,000 GNO is circulating supply, the DAO is entitled to a direct position on whether Ltd asserts it carries governance voting rights, and if so, whether Ltd will commit not to vote it on matters in which Ltd has a direct interest, starting with the GIP-128 renewal. The absence of a position is itself a position the DAO should treat as unresolved.

On “distinct entities” and the restructure

The reply’s framing that Gnosis DAO and Gnosis Ltd are distinct entities, and that Ltd’s GNO is therefore part of active supply, is a stronger claim than the restructure supports. When GIP-128 was put to the DAO, Ltd’s legal transformation into a quasi-foundation was positioned as resolving the prior tension between equity investors and tokenholders by converting Ltd into a purely purpose-driven organization whose activity exists to serve the ecosystem. Entities can be legally distinct while one is held on purpose for the benefit of the other, and the restructure framing was the latter. If the current position is that Ltd operates with independent economic interests against the DAO to the extent of holding GNO as active supply, that is a material change in public positioning and should be acknowledged as such.

On classification vs. economic reality

The reply states that the change is a classification update and does not represent hidden value transfer or a change in economic reality. That framing is not available in both directions. A classification change that affects only the display of a number would not be worth making. A classification change that alters the NAV per GNO benchmark against which treasury performance is measured, the effective voting weight of Ltd’s holdings if treated as circulating, and the disclosed per-unit capital position of every other holder, is not economically neutral. The underlying treasury value is unchanged; the per-unit claim of every other holder is not.

On NAV methodology and Noca’s scope

Agreed that NAV depends on assumptions, particularly for illiquid and venture positions. Two distinct issues follow from that, and they should not be collapsed into one.

The first is methodological: how to count, aggregate, and mark the treasury, and how to handle standard categories like vesting contracts, ecosystem reserves, and illiquid positions. This falls squarely within Noca’s GIP-148 scope and should be published in documented form against comparable frameworks.

The second is the substantive classification of Ltd’s own holdings. That is a governance question about the relationship between Ltd and the DAO, not an execution question that a service provider can resolve by methodology choice. The natural and clean process is that Noca documents how aligned foundation or treasury-equivalent holdings are treated across the major governance-token ecosystems (the consistent pattern across Lido, Uniswap, Compound, Aave, Optimism, Arbitrum, and similar is to exclude such holdings from circulating supply), presents the options to the DAO with reasoning, and the DAO decides the substantive treatment via GIP. Noca then implements and reports. That is the scope line the mandate was built around. If the substantive classification is resolved by methodology document rather than by DAO vote, the governance question has been decided without ever being put to governance.

Until that process has run, the prior non-circulating treatment has at minimum the virtue of being consistent with how Ltd’s restructure was publicly framed and with how the broader ecosystem handles analogous holdings. On that basis, I am calling on Noca to revert the circulating supply figure on the treasury dashboard to the prior treatment while the GIP-148 methodology work is in progress. Reverting is the neutral position: it does not prejudge the substantive classification question, it preserves the status quo that was in place across months of governance discussion, and it avoids the dashboard displaying a figure that has not been governance-approved under either methodology. Maintaining the current figure requires an affirmative decision by Noca to adopt the reclassification absent a documented methodology and absent a DAO vote, which is a heavier position than a reversion.

On the burden of governance approval

The reply closes by suggesting that if the DAO prefers a different treatment or wants to anchor treasury actions to a specific framework, that should be formalized explicitly through governance. This inverts the natural burden. The prior treatment was non-circulating, in place for months, used in governance discussions, and consistent with Ltd’s post-restructure public framing. The change that requires ex-ante DAO approval is the unilateral reclassification of Ltd’s own holdings into a category that materially affects NAV measurement, buyback performance benchmarks, and voting weight. Not the reversion to the prior position.

On the buyback opener

The point that there is no GnosisDAO-approved commitment to buy back GNO until it trades at NAV is correct, and was not in dispute. The claim in the original post was that methodology changes mechanically affect the NAV benchmark against which Noca’s buyback performance is measured under its GIP-148 mandate. Noca’s winning proposal explicitly lists “GNO buyback performance disclosure” in its quarterly review scope. The absence of a formal buyback-to-NAV policy does not make the reference NAV used to measure an active buyback program a methodological free variable.