Grayscale Bitcoin Trust BTC

Previous wording

The Trust is a passive entity that is managed and administered by the Sponsor and does not have any officers, directors or employees. The Trust holds Bitcoins and, from time to time on a periodic basis, issues Creation Baskets in exchange for deposits of Bitcoins. On January 10, 2024, in connection with the approval of application under Rule 19b-4 of the Securities Exchange Act of 1934, as amended, the Sponsor authorized the commencement of a redemption program. Shares of the Trust began trading on NYSE Arca on January 11, 2024. The Trust issues Shares only in one or more blocks of 10,000 Shares (a block of 10,000 Shares is called a “Basket”) to certain Authorized Participants from time to time. Baskets are offered in exchange for Bitcoins. Through its redemption program, the Trust redeems Shares from Authorized Participants on an ongoing basis. As a passive investment vehicle, the Trust’s investment objective is for the value of the Shares (based on Bitcoin per Share) to reflect the value of Bitcoins held by the Trust, determined by reference to the Index Price, less the Trust’s expenses and other liabilities. While an investment in the Shares is not a direct investment in Bitcoin, the Shares are designed to provide investors with a cost-effective and convenient way to gain investment exposure to Bitcoin. The Trust will not utilize leverage, derivatives or any similar arrangements in seeking to meet its investment objective.

Current wording

The Trust is a passive entity that is managed and administered by the Sponsor and does not have any officers, directors or employees. The Trust holds Bitcoins and, from time to time on a periodic basis, issues Creation Baskets in exchange for deposits of Bitcoins. On January 10, 2024, in connection with the approval of application under Rule 19b-4 of the Securities Exchange Act of 1934 and the effectiveness of the registration statement on Form S-3, as amended (File No. 333-275079), the Sponsor authorized the commencement of a redemption program. Shares of the Trust began trading on NYSE Arca on January 11, 2024, following the effectiveness of the Trust's registration statement on Form S-3, as amended. The Trust issues Shares only in one or more blocks of 10,000 Shares (a block of 10,000 Shares is called a “Basket”) to certain Authorized Participants from time to time. Baskets are offered in exchange for Bitcoins. Through its redemption program, the Trust redeems Shares from Authorized Participants on an ongoing basis. As a passive investment vehicle, the Trust’s investment objective is for the value of the Shares (based on Bitcoin per Share) to reflect the value of Bitcoins held by the Trust, determined by reference to the Index Price, less the Trust’s expenses and other liabilities. While an investment in the Shares is not a direct investment in Bitcoin, the Shares are designed to provide investors with a cost-effective and convenient way to gain investment exposure to Bitcoin. The Trust will not utilize leverage, derivatives or any similar arrangements in seeking to meet its investment objective.

Previous wording

On July 31, 2024, the Trust completed its previously announced pro rata distribution of 303,690,100 shares of Grayscale Bitcoin Mini Trust (BTC) (the “BTC Trust”) to shareholders of the Trust as of July 30, 2024 (the “Record Date”), as described in the Trust’s definitive information statement on Schedule 14C, filed with the SEC on July 30, 2024 (referred to as the “Initial Distribution”). In connection therewith, on July 31, 2024, the Trust contributed to the BTC Trust an amount of Bitcoin equal to 10% of the total Bitcoin held by the Trust as of the Record Date, equal to approximately 26,935.83753443 Bitcoin, as consideration and in exchange for the issuance of shares of the BTC Trust.

Current wording

On July 31, 2024, the Trust completed its previously announced pro rata distribution of 303,690,100 shares of Grayscale Bitcoin Mini Trust (BTC) (the “BTC Trust”) to shareholders of the Trust as of July 30, 2024 (the “Record Date”), as described in the Trust’s definitive information statement on Schedule 14C, filed with the SEC on July 30, 2024 (referred to as the “Initial Distribution”). In connection therewith, on July 31, 2024, the Trust contributed to the BTC Trust an amount of Bitcoin equal to 10% of the total Bitcoin held by the Trust as of the Record Date, equal to 26,935.83753443 Bitcoin, as consideration and in exchange for the issuance of shares of the BTC Trust.

Previous wording

Subject to the limitations and qualifications set forth in the Trust’s definitive information statement on Schedule 14C, filed with the SEC on July 30, 2024 (including with respect to the qualification of both the Trust and the BTC Trust as grantor trusts for U.S. federal income tax purposes and the proper allocation of existing tax basis between Shares of the Trust and shares of the BTC Trust), it is expected that neither the Trust nor any beneficial owner of the Shares will recognize any gain or loss for U.S. federal income tax purposes as a result of the Initial Distribution. Accordingly, it is expected that neither the Trust’s contribution of Bitcoin to the BTC Trust nor the Trust’s distribution of shares in the BTC Trust to shareholders as of 4:00 PM ET on the Record Date will be reported to any beneficial owner of Shares (or to any intermediary holding Shares) as giving rise to income, gain, loss, deduction, credit or proceeds. Any beneficial owner of Shares who receives shares of the BTC Trust in the Initial Distribution, and any intermediary holding Shares of the Trust or shares of the BTC Trust, should consult their own tax advisor regarding the U.S. federal income tax consequences of the Initial Distribution, including the proper allocation of existing tax basis between Shares of the Trust and shares of the BTC Trust. Please refer to the Trust's definitive information statement on Schedule 14C, filed with the SEC on July 30, 2024, for more information, including other U.S. federal income tax considerations relating to the Initial Distribution and ownership of shares of the BTC Trust.

Current wording

Subject to the limitations and qualifications set forth in the Trust’s definitive information statement on Schedule 14C, filed with the SEC on July 30, 2024 (including with respect to the qualification of both the Trust and the BTC Trust as grantor trusts for U.S. federal income tax purposes and the proper allocation of existing tax basis between Shares of the Trust and shares of the BTC Trust), it is expected that neither the Trust nor any beneficial owner of the Shares will recognize any gain or loss for U.S. federal income tax purposes as a result of the Initial Distribution. Accordingly, it is expected that neither the Trust’s contribution of Bitcoin to the BTC Trust nor the Trust’s distribution of shares in the BTC Trust to shareholders as of 4:00 PM ET on the Record Date will be reported to any beneficial owner of Shares (or to any intermediary holding Shares) as giving rise to income, gain, loss, deduction, credit or proceeds. Any beneficial owner of Shares who received shares of the BTC Trust in the Initial Distribution, and any intermediary holding Shares of the Trust or shares of the BTC Trust, should consult their own tax advisor regarding the U.S. federal income tax consequences of the Initial Distribution, including the proper allocation of existing tax basis between Shares of the Trust and shares of the BTC Trust. Please refer to the Trust’s definitive information statement on Schedule 14C, filed with the SEC on July 30, 2024, for more information, including other U.S. federal income tax considerations relating to the Initial Distribution and ownership of shares of the BTC Trust.

Previous wording

To determine which market is the Trust’s principal market (or in the absence of a principal market, the most advantageous market) for purposes of calculating the Trust’s net asset value in accordance with U.S. GAAP (“Principal Market NAV”), the Trust follows Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) 820-10, which outlines the application of fair value accounting. ASC 820-10 determines fair value to be the price that would be received for Bitcoin in a current sale, which assumes an orderly transaction between market participants on the measurement date. ASC 820-10 requires the Trust to assume that Bitcoin is sold in its principal market to market participants or, in the absence of a principal market, the most advantageous market. Market participants are defined as buyers and sellers in the principal or most advantageous market that are independent, knowledgeable, and willing and able to transact.

Current wording

To determine which market is the Trust’s principal market (or in the absence of a principal market, the most advantageous market) for purposes of calculating the Trust’s net asset value in accordance with U.S. GAAP (“Principal Market NAV”), the Trust follows Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) Topic 820-10, Fair Value Measurement, which outlines the application of fair value accounting. ASC 820-10 determines fair value to be the price that would be received for Bitcoin in a current sale, which assumes an orderly transaction between market participants on the measurement date. ASC 820-10 requires the Trust to assume that Bitcoin is sold in its principal market to market participants or, in the absence of a principal market, the most advantageous market. Market participants are defined as buyers and sellers in the principal or most advantageous market that are independent, knowledgeable, and willing and able to transact.

Previous wording

The Trust is an investment company for GAAP purposes and follows accounting and reporting guidance in accordance with the FASB ASC Topic 946, Financial Services – Investment Companies. The Trust uses fair value as its method of accounting for Bitcoin in accordance with its classification as an investment company for accounting purposes. The Trust is not a registered investment company under the Investment Company Act of 1940. GAAP requires management to make estimates and assumptions that affect the reported amounts in the financial statements and accompanying notes. Actual results could differ from those estimates and these differences could be material.

Current wording

The Trust is an investment company for U.S. GAAP purposes and follows accounting and reporting guidance in accordance with the FASB ASC Topic 946, Financial Services—Investment Companies. The Trust uses fair value as its method of accounting for Bitcoin in accordance with its classification as an investment company for accounting purposes. The Trust is not a registered investment company under the Investment Company Act of 1940. U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts in the financial statements and accompanying notes. Actual results could differ from those estimates and these differences could be material.

Previous wording

Financial Highlights for the Three and Six Months Ended June 30, 2024 and 2023

Current wording

Financial Highlights for the Three and Nine Months Ended September 30, 2024 and 2023

Previous wording

Net realized and unrealized loss on investment in Bitcoin for the three months ended June 30, 2024 was ($2,846,803), which includes a realized gain of $58,371 on the transfer of Bitcoins to pay the Sponsor’s Fee, a realized gain of $3,301,614 on the sale of Bitcoins to meet redemptions and net change in unrealized depreciation on investment in Bitcoin of ($6,206,788). Net realized and unrealized loss on investment in Bitcoin for the period was driven by Bitcoin price depreciation from $71,026.32 per Bitcoin as of March 31, 2024 to $61,929.29 per Bitcoin as of June 30, 2024. Net decrease in net assets resulting from operations was ($2,918,808) for the three months ended June 30, 2024, which consisted of the net realized and unrealized loss on investment in Bitcoin, plus the Sponsor’s Fee of $72,005. Net assets decreased to $17,076,072 at June 30, 2024, a (28%) decrease for the period. The decrease in net assets resulted from the aforementioned Bitcoin price depreciation, the withdrawal of approximately 1,098 Bitcoin to pay the foregoing Sponsor’s Fee, and the redemption of approximately 61,946 Bitcoin.

Current wording

Net realized and unrealized loss on investment in Bitcoin for the three months ended September 30, 2023 was ($2,081,502), which includes a realized gain of $52,764 on the transfer of Bitcoins to pay the Sponsor’s Fee and net change in unrealized depreciation on investment in Bitcoin of ($2,134,266). Net realized and unrealized loss on investment in Bitcoin for the period was driven by Bitcoin price depreciation from $30,361.94 per Bitcoin as of June 30, 2023, to $27,030.47 per Bitcoin as of September 30, 2023. Net decrease in net assets resulting from operations was ($2,169,909) for the three months ended September 30, 2023, which consisted of thenet realized and unrealized loss on investment in Bitcoin, plus the Sponsor’s Fee of $88,407. Net assets decreased to $16,830,711 at September 30, 2023, a (11%) decrease for the period. The decrease in net assets resulted from the aforementioned Bitcoin price depreciation and by the withdrawal of approximately 3,147 Bitcoin to pay the foregoing Sponsor’s Fee.

Previous wording

Net realized and unrealized gain on investment in Bitcoin for the six months ended June 30, 2024 was $9,398,101, which includes a realized gain of $132,003 on the transfer of Bitcoins to pay the Sponsor’s Fee, a realized gain of $14,997,333 on the sale of Bitcoins to meet redemptions and net change in unrealized depreciation on investment in Bitcoin of ($5,731,235). Net realized and unrealized gain on investment in Bitcoin for the period was driven by Bitcoin price appreciation from $42,533.28 per Bitcoin as of December 31, 2023 to $61,929.29 per Bitcoin as of June 30, 2024. Net increase in net assets resulting from operations was $9,231,218 for the six months ended June 30, 2024, which consisted of the net realized and unrealized gain on investment in Bitcoin, less the Sponsor’s Fee of $166,883. Net assets decreased to $17,076,072 at June 30, 2024, a (35%) decrease for the period. The decrease in net assets resulted from the withdrawal of approximately 2,942 Bitcoin to pay the foregoing Sponsor’s Fee and the redemption of approximately 345,890 Bitcoin, partially offset by the aforementioned Bitcoin price appreciation.

Current wording

Net realized and unrealized gain on investment in Bitcoin for the nine months ended September 30, 2024 was $9,773,400, which includes a realized gain of $175,618 on the transfer of Bitcoins to pay the Sponsor’s Fee, a realized gain of $16,348,183 on the sale of Bitcoins to meet redemptions, a realized gain of $1,410,878 on the sale of Bitcoin related to the Initial Distribution to Grayscale Bitcoin Mini Trust (BTC), and net change in unrealized depreciation on investment in Bitcoin of ($8,161,279). Net realized and unrealized gain on investment in Bitcoin for the period was driven by Bitcoin price appreciation from $42,533.28 per Bitcoin as of December 31, 2023 to $63,464.76 per Bitcoin as of September 30, 2024. Net increase in net assets resulting from operations was $9,550,756 for the nine months ended September 30, 2024, which consisted of the net realized and unrealized gain on investment in Bitcoin, less the Sponsor’s Fee of $222,644. Net assets decreased to $14,037,855 at September 30, 2024, a (47%) decrease for the period. The decrease in net assets resulted from the withdrawal of approximately 3,854 Bitcoin to pay the foregoing Sponsor’s Fee and the redemption of approximately 374,462 Bitcoin, with a value of $20,547,134 from the Trust, the Initial Distribution of approximately 26,936 Bitcoin, with a value of $1,756,821 from the Trust to Grayscale Bitcoin Mini Trust (BTC), partially offset by the aforementioned price appreciation.

Previous wording

Net realized and unrealized gain on investment in Bitcoin for the six months ended June 30, 2023 was $8,695,043, which includes a realized gain of $88,037 on the transfer of Bitcoins to pay the Sponsor’s Fee and net change in unrealized appreciation on investment in Bitcoin of $8,607,006. Net realized and unrealized gain on investment in Bitcoin for the period was driven by Bitcoin price appreciation from $16,556.29 per Bitcoin as of December 31, 2022, to $30,361.94 per Bitcoin as of June 30, 2023. Net increase in net assets resulting from operations was $8,536,357 for the six months ended June 30, 2023, which consisted of the net realized and unrealized gain on investment in Bitcoin, less the Sponsor’s Fee of $158,686. Net assets increased to $19,000,620 at June 30, 2023, an 82% increase for the period. The increase in net assets resulted from the aforementioned Bitcoin price appreciation, partially offset by the withdrawal of approximately 6,238 Bitcoin to pay the foregoing Sponsor’s Fee.

Current wording

Net realized and unrealized gain on investment in Bitcoin for the nine months ended September 30, 2023 was $6,613,541, which includes a realized gain of $140,801 on the transfer of Bitcoins to pay the Sponsor’s Fee and net change in unrealized appreciation on investment in Bitcoin of $6,472,740. Net realized and unrealized gain on investment in Bitcoin for the period was driven by Bitcoin price appreciation from $16,556.29 per Bitcoin as of December 31, 2022, to $27,030.47 per Bitcoin as of September 30, 2023. Net increase in net assets resulting from operations was $6,366,448 for the nine months ended September 30, 2023, which consisted of the net realized and unrealized gain on investment in Bitcoin, less the Sponsor’s Fee of $247,093. Net assets increased to $16,830,711 at September 30, 2023, a 61% increase for the period. The increase in net assets resulted from the aforementioned Bitcoin price appreciation, partially offset by the withdrawal of approximately 9,385 Bitcoin to pay the foregoing Sponsor’s Fee.

Previous wording

The Trust has not had a cash balance at any time since inception. When selling Bitcoins in the Digital Asset Market to pay Additional Trust Expenses on behalf of the Trust, the Sponsor endeavors to sell the exact amount of Bitcoins needed to pay expenses in order to minimize the Trust’s holdings of assets other than Bitcoin. As a consequence, the Sponsor expects that the Trust will not record any cash flow from its operations and that its cash balance will be zero at the end of each reporting period. Furthermore, the Trust is not a party to any off-balance sheet arrangements.

Current wording

The Trust only receives and holds cash in order to facilitate creations and redemptions pursuant to Cash Orders, and has not otherwise had or maintained a cash balance at any time since inception. When selling Bitcoins in the Digital Asset Market to pay Additional Trust Expenses on behalf of the Trust, the Sponsor endeavors to sell the exact amount of Bitcoins needed to pay expenses in order to minimize the Trust’s holdings of assets other than Bitcoin. In addition, upon the consummation or deemed failure of a Cash Order to create or redeem Baskets, the Trust will promptly return any excess cash it continues to hold with respect to such Cash Order to the applicable counterparty. As a consequence, the Sponsor expects that the Trust will not record any cash flow from its operations and that its cash balance will be zero at the end of each reporting period. Furthermore, the Trust is not a party to any off-balance sheet arrangements.

Previous wording

The Trust’s NAV per Share is derived from the Index Price as represented by the Index as of 4:00 p.m., New York time, on the valuation date. The Trust’s NAV per Share is calculated using a non-GAAP methodology where the price is derived from multiple Digital Asset Trading Platforms. Prior to December 26, 2023, NAV was referred to as Digital Asset Holdings and NAV per Share was referred to as Digital Asset Holdings per Share. See “Item 1. Business—Overview of the Bitcoin Industry and Market—Bitcoin Value—The Index and the Index Price” in the Trust’s Annual Report on Form 10-K for a description of the Index and the Index Price. The Digital Asset Trading Platforms included in the Index as of June 30, 2024 were Coinbase, Bitstamp, Kraken, LMAX Digital, and Crypto.com. The Digital Asset Trading Platforms included in the Index as of June 30, 2023 were Coinbase, Kraken, and LMAX Digital. See “Item 1. Business—Valuation of Bitcoin and Determination of NAV” in the Trust’s Annual Report on Form 10-K for a description of the Trust’s NAV per Share.

Current wording

The Trust’s NAV per Share is derived from the Index Price as represented by the Index as of 4:00 p.m., New York time, on the valuation date. The Trust’s NAV per Share is calculated using a non-GAAP methodology where the price is derived from multiple Digital Asset Trading Platforms. Prior to December 26, 2023, NAV was referred to as Digital Asset Holdings and NAV per Share was referred to as Digital Asset Holdings per Share. See “Item 1. Business—Overview of the Bitcoin Industry and Market—Bitcoin Value—The Index and the Index Price” in the Trust’s Annual Report on Form 10-K for a description of the Index and the Index Price. The Digital Asset Trading Platforms included in the Index as of September 30, 2024 were Coinbase, Bitstamp, Kraken, LMAX Digital, and Crypto.com. On October 27, 2024, the Index Provider added Bullish to the Index due to the trading platform meeting the Index Provider’s minimum liquidity requirement, and did not remove any Constituent Trading Platforms as part of its scheduled quarterly review. The Digital Asset Trading Platforms included in the Index as of September 30, 2023 were Coinbase, Bitstamp, Kraken, and LMAX Digital. See “Item 1. Business—Valuation of Bitcoin and Determination of NAV” in the Trust’s Annual Report on Form 10-K for a description of the Trust’s NAV per Share.

Previous wording

As of June 30, 2024, the Trust had a net closing balance of 275,734.98616801 Bitcoins with a value of $17,076,468,980 based on the Index Price of $61,930.73 on June 30, 2024 (non-GAAP methodology). As of June 30, 2024, the total market value of the Trust’s Bitcoin was$17,076,071,922 based on the price of a Bitcoin in the principal market (Coinbase) of $61,929.29 on June 30, 2024.

Current wording

As of September 30, 2024, the Trust had a net closing balance of 221,191.32658883 Bitcoins with a value of $14,030,278,653 based on the Index Price of $63,430.51 on September 30, 2024 (non-GAAP methodology). As of September 30, 2024, the total market value of the Trust’s Bitcoin was$14,037,854,456 based on the price of a Bitcoin in the principal market (Coinbase) of $63,464.76 on September 30, 2024.

Previous wording

As of June 30, 2023, the Trust had a net closing balance of 625,803.87494694 Bitcoins with a value of$19,023,499,093 based on the Index Price of $30,398.50 on June 30, 2023 (non-GAAP methodology). As of June 30, 2023, the total market value of the Trust’s Bitcoin was $19,000,619,703, based on the price of a Bitcoin in the principal market (Coinbase) of$30,361.94 on June 30, 2023.

Current wording

As of September 30, 2023, the Trust had a net closing balance of 622,656.98992690 Bitcoins with a value of$16,830,798,258 based on the Index Price of $27,030.61 on September 30, 2023 (non-GAAP methodology). As of September 30, 2023, the total market value of the Trust’s Bitcoin was $16,830,711,087, based on the price of a Bitcoin in the principal market (Coinbase) of$27,030.47 on September 30, 2023.

Previous wording

The following table illustrates the movements in the Index Price from July 1, 2019 to June 30, 2024. During such period, the Index Price has ranged from $4,941.00 to $73,462.59, with the straight average being $29,946.07 through June 30, 2024. The Sponsor has not observed a material difference between the Index Price and average prices from the constituent Digital Asset Trading Platforms individually or as a group.

Current wording

The following table illustrates the movements in the Index Price from October 1, 2019 to September 30, 2024. During such period, the Index Price has ranged from $4,941.00 to $73,462.59, with the straight average being $32,497.97 through September 30, 2024. The Sponsor has not observed a material difference between the Index Price and average prices from the constituent Digital Asset Trading Platforms individually or as a group.

Previous wording

The following table illustrates the movements in the Digital Asset Market price of Bitcoin, as reported on the Trust’s principal market, from July 1, 2019 to June 30, 2024. During such period, the price of Bitcoin has ranged from $4,950.39 to $73,517.19, with the straight average being $29,946.19 through June 30, 2024.

Current wording

The following table illustrates the movements in the Digital Asset Market price of Bitcoin, as reported on the Trust’s principal market, from October 1, 2019 to September 30, 2024. During such period, the price of Bitcoin has ranged from $4,950.39 to $73,517.19, with the straight average being $32,497.95 through September 30, 2024.

Previous wording

The following chart sets out the historical premium and discount for the Shares calculated as a percentage of the historical close prices for the Shares as reported by OTCQX and the Trust’s NAV per Share from May 4, 2015 to January 10, 2024.

Current wording

The following chart sets out the historical premium and discount for the Shares calculated as a percentage of the historical closing prices for the Shares as reported by OTCQX and the Trust’s NAV per Share from May 4, 2015 to January 10, 2024.