Grayscale Bitcoin Trust BTC

This consent solicitation statement, dated as of February 23, 2024 (the “Consent Solicitation Statement”), is being provided to you on behalf of the sponsor of Grayscale Bitcoin Trust (BTC) (the “Trust”), for the purpose of obtaining your consent (the “Consent Solicitation”) to the proposal described elsewhere in this Consent Solicitation Statement to amend and restate the Sixth Amended and Restated Declaration of Trust and Trust Agreement (as amended, the “Trust Agreement”) of the Trust, dated as of January 8, 2024 between Grayscale Investments, LLC, as sponsor (the “Sponsor”), and Delaware Trust Company, as trustee (the “Trustee”), in the manner set forth in the draft Seventh Amended and Restated Declaration of Trust and Trust Agreement of the Trust (the “Seventh Amendment”). The Sponsor and the Trustee further intend to amend the Trust Agreement to include a number of amendments that clarify and supplement provisions of the Trust Agreement. All capitalized terms used and not defined herein have the meanings ascribed to them in the Seventh Amendment.

This Consent Solicitation Statement and attached written consent form (the “Written Consent”) are being distributed to eligible holders of beneficial interests in the Trust (the “Shareholders”) starting February 23, 2024. On February 23, 2024, which is the record date for the determination of the Shareholders entitled to act with respect to this Consent Solicitation Statement (the “Record Date”), there were 498,930,100 Shares of Grayscale Bitcoin Trust (BTC) outstanding (CUSIP No. 389637109) (the “Shares”).

Shareholders who wish to consent to the proposal must return a properly completed Written Consent form or such other authorized method on or before 4:00 p.m. New York City time, on March 14, 2024 (the “Expiration Date”), which is the 20th calendar day following the date of this Consent Solicitation Statement, subject to early termination of this Consent Solicitation, including if the consent of the Shareholders holding over 50% of the Trust’s outstanding Shares has been received for the proposal, or the extension of the Expiration Date at the discretion of the Sponsor (together, the “Voting Period”). Under the terms of the Trust Agreement, a Shareholder shall be deemed to consent to the proposal if such Shareholder does not, within twenty (20) calendar days of the date of this Consent Solicitation Statement, notify the Sponsor in writing that the Shareholder objects to the proposal. Therefore, if you do not wish to consent to the proposed amendment, you must return a properly completed Written Consent form or such other authorized method indicating your objection to the proposal, otherwise you will be deemed to have voted “FOR” the proposal to amend the Trust Agreement.

Please read this Consent Solicitation Statement before voting. If you have questions about this Consent Solicitation Statement, or if you would like additional information, please contact the Sponsor at Grayscale Investments, LLC, 290 Harbor Drive, 4th Floor, Stamford, Connecticut 06902 or at (212) 668-1427 or via email at info@grayscale.com.

The Sponsor and its Board of Directors recommend that Shareholders vote “FOR” the proposal to amend the Trust Agreement.