Franklin Templeton Digital Holdings Trust

To the Sponsor of Franklin Templeton Digital Holdings Trust

Opinion on the Financial Statements

We have audited the accompanying combined statements of assets and liabilities, including the combined schedules of investments, of Franklin Templeton Digital Holdings Trust and Franklin Bitcoin ETF (the “Trust”), as of March 31, 2025 and 2024, and the related combined statements of operations, cash flows and changes in net assets for the year ended March 31, 2025 and for the period January 11, 2024 (date of commencement of operations) through March 31, 2024, including the related notes (collectively referred to as the “combined financial statements”). In our opinion, the combined financial statements present fairly, in all material respects, the financial position of the Trust as of March 31, 2025 and 2024, and the results of its operations, its cash flows and changes in its net assets for the year ended March 31, 2025 and for the period January 11, 2024 (date of commencement of operations) through March 31, 2024 in conformity with accounting principles generally accepted in the United States of America.

Basis for Opinion

These combined financial statements are the responsibility of the Sponsor’s management. Our responsibility is to express an opinion on the Trust’s combined financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Trust in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audits of these combined financial statements in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the combined financial statements are free of material misstatement, whether due to error or fraud. The Trust is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audits we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Trust's internal control over financial reporting. Accordingly, we express no such opinion.

Our audits included performing procedures to assess the risks of material misstatement of the combined financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the combined financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the combined financial statements. We believe that our audits provide a reasonable basis for our opinion.

/s/PricewaterhouseCoopers LLP

San Francisco, California

June 27, 2025

We have served as the Trust’s auditor since 2023.

COMBINED STATEMENTS OF ASSETS AND LIABILITIES

(a) Cost of investment in bitcoin: $313,983,408 at March 31, 2025 and $280,623,942 at March 31, 2024.

(b) No par value, unlimited amount authorized.