Skip to main content

WisdomTree Bitcoin Fund

For the period ended Dec 31, 2025. Filed Mar 27, 2026.

View on SEC.gov

About this filing

A company's yearly report to the SEC, with audited financial statements. It is the fullest account a company gives of its business, its finances and the risks it sees.

FY2025 · Filed Mar 27, 2026

BTCW$78.95-1.3%Stored close · as of Nov 9, 2026

Extracted filing text, with the paragraph anchors used by the comparison.

See the whole filing, with its images and exhibits

Item 16. FORM 10-K SUMMARY

None.

SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, in the capacities* indicated, thereunto duly authorized.

SignatureTitleDate
/s/ Jeremy Schwartz Jeremy SchwartzChief Executive Officer (Principal Executive Officer)*March 27, 2026
/s/ David Castano David CastanoChief Financial Officer and Treasurer (Principal Financial Officer and Principal Accounting Officer)*March 27, 2026
  • The registrant is a trust and the persons are signing in their capacities as officers of WisdomTree Digital Commodity Services, LLC, the Sponsor of the registrant.

WISDOMTREE BITCOIN FUND

INDEX TO FINANCIAL STATEMENTS

Financial Statements
Report of Independent Registered Public Accounting Firm (PCAOB 42)F-2
Statements of Assets and Liabilities for December 31, 2025 and December 31, 2024F-3
Schedules of Investment as of December 31, 2025 and December 31, 2024F-4
Statements of Operations for the Years Ended December 31, 2025 and December 31, 2024F-6
Statements of Changes in Net Assets for the Years Ended December 31, 2025 and December 31, 2024F-7
Statements of Cash Flows for the Years Ended December 31, 2025 and December 31, 2024F-8
Notes to Financial StatementsF-9

To the Shareholders and the Trustee of WisdomTree Bitcoin Fund

Opinion on the Financial Statement

We have audited the accompanying statement of assets and liabilities of WisdomTree Bitcoin Fund (the “Trust”) as of December 31, 2025 and 2024, and the schedules of investment as of December 31, 2025 and 2024, the related statement of operations, changes in net assets, and cash flows for each of the two years in the period ended December 31, 2025, and the related notes (collectively referred to as the “financial statements”). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Trust as of December 31, 2025 and 2024, the results of its operations, and the changes in its net assets and its cash flows for each of the two years in the period ended December 31, 2025, in conformity with U.S. generally accepted accounting principles.

Basis for Opinion

These financial statements are the responsibility of the Trust's management. Our responsibility is to express an opinion on the Trust’s 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 in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the 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 the Trust’s 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 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 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 financial statements. We believe that our audits provide a reasonable basis for our opinion.

Ernst & Young LLP

We have served as the auditor of one or more WisdomTree investment companies since 2006.

New York, New York

March 27, 2026

Statements of Assets and Liabilities

December 31, 2025 and December 31, 2024

December 31, 2025December 31, 2024
ASSETS:
Investment in bitcoin, at cost$106,564,016$233,035,069
Investment in bitcoin, at fair value (Note 2)139,717,030360,596,442
Total Assets139,717,030360,596,442
LIABILITIES:
Sponsor Fee payable (Note 3)30,03879,210
Total Liabilities30,03879,210
COMMITMENTS AND CONTINGENCIES (Note 4)––
NET ASSETS$139,686,992$360,517,232
Net Assets consist of:
Capital Stock$47,880,456$232,041,248
Total earnings (loss)91,806,536128,475,984
NET ASSETS$139,686,992$360,517,232
Outstanding beneficial interest shares of $0.0001 par value (unlimited number of shares authorized)1,510,0003,640,000
Net Asset Value Per Share$92.51$99.04

Schedules of Investment

December 31, 2025

InvestmentQuantityValue
DIGITAL ASSETS – 100.0%
Bitcoin(a)1,598$139,717,030
TOTAL INVESTMENT IN BITCOIN
(Cost: $106,564,016)139,717,030
Liabilities in excess of Other Assets – (0.0)%(30,038)
NET ASSETS – 100.0%$139,686,992
(a)Non-income producing.

FAIR VALUATION SUMMARY

The following is a summary of the fair valuations according to the inputs used in valuing the Trust’s investments (See Note 2 – Investment Valuation):

Quoted Prices in Active Markets · Other Significant Observable Inputs · Significant Unobservable Inputs
(Level 1)(Level 2)(Level 3)Total
Assets:
Investment in bitcoin
Digital Assets$139,717,030$–$–$139,717,030
Total Investment in bitcoin$139,717,030$–$–$139,717,030

Schedules of Investment

December 31, 2024

InvestmentQuantityValue
DIGITAL ASSETS – 100.0%
Bitcoin(a)3,862$360,596,442
TOTAL INVESTMENT IN BITCOIN
(Cost: $233,035,069)360,596,442
Liabilities in excess of Other Assets – (0.0)%(79,210)
NET ASSETS – 100.0%$360,517,232
(a)Non-income producing.

FAIR VALUATION SUMMARY

The following is a summary of the fair valuations according to the inputs used in valuing the Trust’s investments (See Note 2 – Investment Valuation):

Quoted Prices in Active Markets · Other Significant Observable Inputs · Significant Unobservable Inputs
(Level 1)(Level 2)(Level 3)Total
Assets:
Investment in bitcoin
Digital Assets$360,596,442$–$–$360,596,442
Total Investment in bitcoin$360,596,442$–$–$360,596,442

Statements of Operations

For the year ended December 31, 2025For the year ended December 31, 2024*
INVESTMENT INCOME:
Total investment income$–$–
EXPENSES:
Sponsor Fee (Note 3)515,401366,373
Total expenses515,401366,373
Expense waiver (Note 3)–(75,748)
Net expenses515,401290,625
Net investment loss(515,401)(290,625)
NET REALIZED AND UNREALIZED GAIN (LOSS) ON INVESTMENT:
Net realized gain from investment in bitcoin sold to pay Sponsor Fee203,71334,970
Net realized gain from investment in bitcoin sold for redemption of Shares58,050,5991,170,266
Net increase (decrease) in unrealized appreciation (depreciation) on investment in bitcoin(94,408,359)127,561,373
Net realized and unrealized gain (loss) on investment in bitcoin(36,154,047)128,766,609
NET INCREASE (DECREASE) IN NET ASSETS RESULTING FROM OPERATIONS$(36,669,448)$128,475,984
*Commencement of operations date January 11, 2024. The commencement of operations date is considered to be the date WisdomTree Bitcoin Fund began trading in the secondary market.

Statements of Changes in Net Assets

For the year ended December 31, 2025For the year ended December 31, 2024*
INCREASE (DECREASE) IN NET ASSETS RESULTING FROM OPERATIONS:
Net investment loss$(515,401)$(290,625)
Net realized gain from investment in bitcoin sold to pay Sponsor Fee203,71334,970
Net realized gain from investment in bitcoin sold for redemption of Shares58,050,5991,170,266
Net increase (decrease) in unrealized appreciation on investment in bitcoin(94,408,359)127,561,373
Total increase (decrease) in net assets resulting from operations(36,669,448)128,475,984
CAPITAL SHARE TRANSACTIONS:
Net proceeds from sale of Shares42,253,079245,565,074
Cost of Shares redeemed(226,413,871)(13,573,826)
Net increase (decrease) in net assets resulting from capital share transactions(184,160,792)231,991,248
Net Increase (Decrease) in Net Assets(220,830,240)360,467,232
NET ASSETS:
Beginning of period$360,517,232$50,000
End of period$139,686,992$360,517,232
SHARES CREATED AND REDEEMED
Shares outstanding, beginning of period3,640,0001,000
Shares created385,0003,849,000
Shares redeemed(2,515,000)(210,000)
Shares outstanding, end of period1,510,0003,640,000
*Commencement of operations date January 11, 2024. The commencement of operations date is considered to be the date WisdomTree Bitcoin Fund began trading in the secondary market.

Statements of Cash Flows

For the year ended December 31, 2025For the year ended December 31, 2024*
Cash Flows from Operating Activities:
Net increase (decrease) in net assets resulting from operations$(36,669,448)$128,475,984
ADJUSTMENTS TO RECONCILE NET INCREASE (DECREASE) IN NET ASSETS RESULTING FROM OPERATIONS TO NET CASH PROVIDED BY (USED FOR) OPERATING ACTIVITIES:
Purchases of bitcoin(42,253,604)(241,768,512)
Proceeds from sales of bitcoin sold for net redemption of Shares226,414,3969,727,264
Proceeds from sales of bitcoin sold to pay Sponsor Fee564,573211,415
Net realized gain on investment in bitcoin(58,254,312)(1,205,236)
Net change in unrealized appreciation from investment in bitcoin94,408,359(127,561,373)
Changes in assets and liabilities:
Increase (decrease) in Sponsor Fee payable, net(49,172)79,210
Net cash provided by (used for) operating activities184,160,792(232,041,248)
CASH FLOWS FROM FINANCING ACTIVITIES:
Net proceeds from the sale of Shares42,253,079245,565,074
Cost of Shares redeemed(226,413,871)(13,573,826)
Net cash provided by (used for) financing activities(184,160,792)231,991,248
Net increase (decrease) in cash–(50,000)
Cash at beginning of period–50,000
Cash at end of period$–$–
*Commencement of operations date January 11, 2024. The commencement of operations date is considered to be the date WisdomTree Bitcoin Fund began trading in the secondary market.

Notes to Financial Statements

December 31, 2025

1.ORGANIZATION

WisdomTree Bitcoin Fund (the “Trust”) is a Delaware statutory trust organized on March 8, 2021 under Delaware law pursuant to the Delaware Statutory Trust Act (the “DTSA”) and the Second Amended and Restated Trust Agreement (the “Trust Agreement”). The Trust’s investment objective is to gain exposure to the price of bitcoin, less expenses and liabilities of the Trust’s operations. The Trust is an exchange-traded fund that issues common shares of beneficial interest (the “Shares”) that are listed on the Cboe BZX Exchange, Inc. (the “Exchange”) and trade under the ticker symbol “BTCW”.

WisdomTree Digital Commodity Services, LLC (the “Sponsor”) serves as sponsor of the Trust. The Sponsor arranged for the creation of the Trust and is responsible for the ongoing registration of the Shares for public offering in the United States and the listing of Shares on the Exchange. The Sponsor will develop and administer a marketing plan for the Trust and prepare marketing materials regarding the Shares, in each case in conjunction with Foreside Fund Services, LLC (the “Marketing Agent”). The Sponsor selects the service providers, negotiates the applicable agreements and fees and monitors the performance of the Trust.

Delaware Trust Company (the “Trustee”) acts as the trustee of the Trust for the purpose of creating a Delaware statutory trust in accordance with the DSTA. The Trustee is appointed to serve as the trustee of the Trust in the State of Delaware for the sole purpose of satisfying the requirement of Section 3807(a) of the DSTA that the Trust have at least one Trustee with a principal place of business in the State of Delaware.

Prior to December 31, 2023, the Trust had no operations other than matters relating to its organization and registration under Securities Act of 1933, as amended (the “1933 Act”). WisdomTree, Inc., the parent of the Sponsor, purchased (i) $50,000 in Shares at a price per Share of $50 on December 22, 2023, and (ii) $2,450,000 in Shares at a price per Share of $50 on January 8, 2024, for a total of $2,500,000. On December 16, 2024, WisdomTree, Inc. sold 50,000 shares of the Trust for proceeds $5,637,003 and did not own any shares of the Trust as of that date. On January 10, 2024, the Trust’s registration statement relating to the continuous public offering of its Shares was declared effective by the U.S. Securities and Exchange Commission (the “SEC”) and the Trust commenced trading on the Exchange on January 11, 2024.

Coinbase Custody Trust Company LLC (the “Bitcoin Custodian”) is the custodian of the Trust with respect to the Trust’s bitcoin holdings, and The Bank of New York Mellon ("BNY") serves as cash custodian, administrator, fund accountant, and transfer agent for the Trust (the "Trust Administrator" or the "Cash Custodian").

In the ordinary course of operation, the Trust will sell or redeem its Shares, in blocks of 5,000 Shares (a “Basket”) based on the quantity of bitcoin attributable to each Share of the Trust (net of accrued but unpaid expenses and liabilities). For a subscription of Shares, the subscription shall be in the amount of cash needed to purchase the amount of bitcoin represented by the Basket being created, in each case as calculated by the Trust Administrator. For a redemption of Shares, the Sponsor shall arrange for the bitcoin represented by the Basket to be sold and the cash proceeds distributed. Financial firms that are authorized to purchase or redeem Shares with the Trust (known as “Authorized Participants”) will deliver cash to the Trust’s account with the Cash Custodian in exchange for Shares when they purchase Shares and will receive cash (from the Cash Custodian), when they redeem Shares with the Trust. Shares initially comprising the same Basket but sold by the Authorized Participants to the public at different times may have different offering prices, which depend on various factors, including the supply and demand for Shares, the value of the Trust’s assets, and market conditions at the time of a transaction.

2.SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

The following is a summary of significant accounting policies consistently followed by the Trust in the preparation of its financial statements. The financial statements have been prepared in conformity with accounting principles generally accepted in the United States of America (“GAAP”) and in the opinion of management reflect all adjustments, consisting of only normal recurring adjustments, necessary for a fair presentation of the financial statements. The Trust is an investment company for GAAP purposes and follows the specialized accounting and reporting guidance in the Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC” or “Codification”) Topic 946,Financial Services-Investment Companies. Rules and interpretive releases of the SEC under authority of federal laws are also sources of authoritative GAAP for SEC registrants.

**Cash & Cash Equivalents **– Cash, if any, includes non-interest bearing, non-restricted cash maintained with the Cash Custodian.

Investment Transactions and Revenue Recognition – The Trust records its investment transactions in bitcoin on a trade date basis and changes in fair value are reflected as net change in unrealized appreciation or depreciation on investment in bitcoin. Realized gains and losses on the Trust’s investment transactions in bitcoin are calculated using the average cost method.

**Use of Estimates **– The preparation of financial statements in conformity with GAAP, requires management to make certain estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of increases and decreases in the net assets from operations during the reporting period. Actual results could differ from those estimates.

Investment Valuation – The Trust’s investment in bitcoin is recorded on the financial statements at fair value in accordance with FASB ASC Topic 820,Fair Value Measurements and Disclosures (“ASC 820”). Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. A fair value measurement assumes that the transaction to sell the asset or transfer the liability takes place either in the principal market for the asset or liability or, in the absence of a principal market, in the most advantageous market for the asset or liability. ASC 820 defines “principal market” as the market with the greatest volume and level of activity for the asset or liability. The determination of the principal market (and, as a result, the market participants in the principal market) is made from the perspective of the reporting entity and the reporting entity must have access to the principal (or most advantageous) market at the measurement date. ASC 820 defines “most advantageous market” as the market that maximizes the amount that would be received to sell the asset or minimizes the amount that would be paid to transfer the liability, after taking into account transaction costs and transportation costs. Based on the foregoing, the Trust has determined its principal market for GAAP reporting for its bitcoin investment to be the bitcoin platform operated by Coinbase, Inc. and utilizes an exchange-traded price from that principal market as of 11:59 p.m. Eastern Standard Time on the financial statement measurement date.

ASC 820 has established a three-tier hierarchy of inputs to be used when determining fair value measurements for disclosure purposes. Inputs refer broadly to the assumptions that market participants would use in pricing the asset or liability, including assumptions about risk – for example, the risk inherent in a particular valuation technique used to measure fair value (such as a pricing model) and/or the risk inherent in the inputs to the valuation technique. Inputs may be observable or unobservable. Observable inputs reflect the assumptions market participants would use in pricing the asset or liability. Observable inputs are based on market data obtained from sources independent of the reporting entity. Unobservable inputs reflect the reporting entity’s own assumptions about the assumptions market participants would use in pricing the asset or liability. Unobservable inputs are based on the best information available in the circumstances. The three-tier hierarchy of inputs is summarized in the three broad levels listed below:

Level 1 – quoted prices in active markets for identical assets or liabilities

Level 2 – other significant observable inputs (inputs other than quoted prices included within Level 1 that are observable for the asset or liability either directly or indirectly, including quoted prices for similar assets or liabilities in active markets, quoted prices for identical or similar assets or liabilities in markets that are not considered to be active, inputs other than quoted prices that are observable for the asset or liability, and inputs that are derived principally from or corroborated by observable market data by correlation or other means)

Level 3 – significant unobservable inputs (including the Trust’s assumptions in determining the fair value of investments)

The inputs or methodology used for valuation are not necessarily an indication of the risk associated with investing in those investments.

The summary of fair valuations according to the inputs used in valuing the Trust’s assets as of the measurement date is included in a “Fair Valuation Summary” supplementary table in the Schedules of Investment.

For the years ended December 31, 2025 and 2024, there were no transfers into or out of Level 3 of the fair value hierarchy.

Income Taxes – The Trust is classified as a “grantor trust” for United States federal income tax purposes. As a result, the Trust itself will not be subject to United States federal income tax. Instead, the Trust’s income and expenses will “flow through” to the shareholders. Consequently, each sale of bitcoin by the Trust would constitute a taxable event to shareholders. The Sponsor evaluates tax positions taken or expected to be taken in the course of its tax treatment, and its tax reporting to its shareholders, of these positions to determine whether the tax positions are “more-likely-than-not” to be sustained by the applicable tax authority. Tax positions not deemed to meet that threshold would be recorded as an expense in the current year. The Trust is required to analyze all open tax years. The Sponsor has analyzed applicable tax laws and regulations and their application to the Trust as of December 31, 2025 and does not believe that there are any uncertain tax positions that require recognition of a tax liability. Open tax years are those years that are open for examination by the relevant income taxing authority. All tax years since inception remain open for examination. There were no examinations in progress at period end.

3.EXPENSES, ORGANIZATION AND OFFERING COSTS

The Trust pays the Sponsor a fee (the “Sponsor Fee”) in accordance with the Trust agreement and as set forth in the Prospectus. The Sponsor Fee is 0.25% per annum of the Trust’s average daily net asset value. The Sponsor Fee will accrue daily and be payable monthly in U.S. dollars. The Trust’s only ordinary recurring expense is expected to be the Sponsor Fee. In exchange for the Sponsor’s Fee, the Sponsor has agreed to assume the marketing and the following administrative expenses of the Trust: the fees of the Trustee, the Trust Administrator, Fund Accountant, Transfer Agent, the Marketing Agent, Coinbase Custody Trust Company LLC (the “Bitcoin Custodian”), the Cash Custodian’s Fee, Exchange listing fees, SEC registration fees, printing and mailing costs, tax reporting fees, audit fees, license fees and ordinary legal fees and expenses. The Sponsor paid the costs of the Trust’s organization and the initial sale of the Shares. There is no cap on the amount of these Sponsor paid expenses. For the year ended December 31, 2025 and the period from January 11, 2024 (commencement of operations) through December 31, 2024, the Trust accrued a Sponsor Fee of $515,401 and $366,373, respectively.

For the period that commenced on January 11, 2024 through July 11, 2024, the Sponsor waived the Sponsor Fee for the first $1.0 billion of the Trust’s assets. After the close of business on July 11, 2024, the waiver expired and was not renewed. For the year ended December 31, 2024, the Sponsor Fee amount waived totaled $75,748.

The Trust may incur certain non-recurring expenses that are not assumed by the Sponsor, including but not limited to, taxes and governmental charges, any applicable brokerage commissions, financing charges or fees, bitcoin network fees and similar transaction fees, expenses and costs of any extraordinary services performed by the Sponsor (or any other service provider) on behalf of the Trust to protect the Trust or the interests of Shareholders (including, for example, in connection with any fork of the Bitcoin blockchain), any indemnification of the Cash Custodian, Bitcoin Custodian, Trust Administrator or other agents, service providers or counterparties of the Trust and extraordinary legal fees and expenses, including any legal fees and expenses incurred in connection with litigation, regulatory enforcement or investigation matters.

The Trust does not have any income and will need to sell bitcoin at the price available through Coinbase Inc. (the “Prime Execution Agent”) to cover the Sponsor’s Fee and expenses not assumed by the Sponsor, if any. The Trust is responsible for paying any costs associated with the transfer of bitcoin to the Sponsor or the sale of bitcoin. Under the terms of each Authorized Participant Agreement, the Authorized Participants will be responsible for any brokerage or transaction costs associated with the sale or transfer of bitcoin incurred in connection with the fulfillment of a creation and redemption order. Brokerage or transaction costs associated with the sale or transfer of bitcoin are recorded by the Trust as a reduction of realized gain or an increase in realized loss from investment in bitcoin on the Statement of Operations. Reimbursements of brokerage or transaction costs by an Authorized Participant are included in the capital share transactions activity shown on the Statements of Changes in Net Assets as an increase to*“Net proceeds from sale of shares”* or a decrease to*“Cost of shares redeemed”*. The Trust may also be subject to other liabilities (for example, as a result of litigation) that have also not been assumed by the Sponsor.

To cover the Sponsor’s Fee and expenses not assumed by the Sponsor, the Sponsor or its delegate will cause the Trust (or its delegate) to convert bitcoin into U.S. dollars at the price available through the Prime Execution Agent. The number of bitcoins represented by a Share will decline each time the Trust pays the Sponsor Fee or any Trust expenses not assumed by the Sponsor by transferring or selling bitcoins.

4.COMMITMENTS AND CONTINGENCIES

In the normal course of business, the Trust may enter into contracts that contain a variety of representations or that provide indemnification for certain liabilities. The Trust’s maximum exposure under these arrangements is unknown as this would involve future claims that may be made against the Trust that have not yet occurred. However, the Trust has not had prior claims or losses pursuant to these contracts and believes such exposure to be remote.

5.INDEMNIFICATION

The Trust Agreement provides that the Sponsor and its shareholders, members, directors, officers, employees, affiliates and subsidiaries (each a “Sponsor Indemnified Party”) will be indemnified by the Trust and held harmless against any loss, liability or expense incurred under the Trust Agreement without fraud, bad faith or willful misconduct on the part of such Sponsor Indemnified Party arising out of or in connection with the performance of its obligations under the Trust Agreement or any actions taken in accordance with the provisions of the Trust Agreement. The Trust’s maximum exposure under these arrangements is unknown; however, the Trust expects any risk of loss to be remote.

6.CONCENTRATION RISK

Unlike other funds that may invest in diversified assets, the Trust’s investment strategy is concentrated in a single asset class: bitcoin. This concentration maximizes the degree of the Trust’s exposure to a variety of market risks associated with bitcoin. By concentrating its investment strategy solely in bitcoin, any losses suffered as a result of a decrease in the value of bitcoin can be expected to reduce the value of an interest in the Trust and will not be offset by other gains if the Trust were to invest in underlying assets that were diversified.

7.DIGITAL ASSET RISK

The Trust invests substantially all of its assets in bitcoin. Bitcoin is a digital asset (i.e., a cryptocurrency) whose ownership and behavior are determined by participants in an online, peer-to-peer network that connects computers that run publicly accessible, or “open source”, software that follows the rules and procedures governing the bitcoin network. Bitcoin is a relatively new asset class and is subject to unique and substantial risks, and historically, has been subject to significant price volatility. The price of bitcoin could drop precipitously (including to zero). These factors and events could have a significant negative impact on the Trust.

8.CREATIONS AND REDEMPTION OF SHARES

The Sponsor has the power and authority, without action or approval by the shareholders, to cause the Trust to issue Shares from time to time as it deems necessary and desirable, but only in one or more baskets (“Baskets”) of 5,000 shares based on the quantity of bitcoin attributable to each Share of the Trust (net of accrued but unpaid expenses and liabilities). The number of Shares authorized is unlimited. From time to time, the Sponsor may cause the Trust to divide or combine the Shares into a greater or lesser number without thereby changing the proportionate beneficial interests in the Trust, or in any way affecting the rights, of the shareholders, without action or approval by the shareholders. The ownership of Shares are recorded on the books of the Trust and/or a transfer agent (or similar agent) for the Trust. No certificates certifying the ownership of Shares are issued except as the Sponsor may otherwise determine from time to time. The Sponsor may make such rules as it considers appropriate for the issuance of share certificates, transfer of Shares and similar matters. The record books of the Trust as kept by the Trust, or by a transfer agent (or similar agent), as the case may be, are conclusive as to the identity of the shareholders and as to the number of Shares held time to time by each.

“Authorized Participants” are the only persons that may place orders to create or redeem Baskets. Each Authorized Participant must (i) be a registered broker-dealer or other securities market participant, such as a bank or other financial institution that is not required to register as a broker-dealer to engage in securities transactions, (ii) be a participant in The Depository Trust Company, and (iii) have entered into an Authorized Participant Agreement with the Trust.

The total deposit of cash required to create each Basket includes the cash equivalent of an amount of bitcoin that is in the same proportion to the total net assets of the Trust. In order to calculate the amount of cash necessary for a creation Basket, the Trust administrator multiplies the NAV per share by the number of Shares in a creation Basket (5,000). Each night, the Sponsor or Trust administrator publish the amount of cash that will be required in exchange for each creation Basket the next business day. To the extent there is a difference between the price actually paid by the Trust to acquire a Creation Basket worth of bitcoin in the creation process compared to the cash value of the Creation Basket (i.e., if there is a difference between the amount paid by the Execution Agent on behalf of the Trust to purchase the requisite amount of bitcoin and the valuation of bitcoin as part of the Trust’s NAV calculation), that difference will also be charged to the creating Authorized Participant in the form of a variable fee.

For a redemption of Baskets, the Authorized Participant will be required to submit a redemption order by an early order cutoff time (the "Redemption Early Order Cutoff Time"). The Redemption Early Order Cutoff Time is 6:00 p.m. ET on the Business Day prior to the trade date. On the date of the Redemption Early Order Cutoff Time, the Trust may choose, in its sole discretion, to enter into a transaction with a bitcoin trading counterparty or the Prime Execution Agent, to sell bitcoin in exchange for cash. Also, on the date of the Redemption Order Early Cutoff, the Trust instructs the Bitcoin Custodian to prepare to move the associated bitcoin from the Trust's Vault Balance with the Bitcoin Custodian to the Trust's Trading Balance with the Prime Execution Agent. For settlement of a redemption, the Authorized Participant delivers the necessary Shares to the Trust, a bitcoin trading counterparty or the Prime Execution Agent, as applicable, delivers the cash to the Trust associated with the Trust's sale of bitcoin, the Bitcoin Custodian delivers bitcoin to the bitcoin trading counterparty's account at the Prime Execution Agent or directly to the Prime Execution Agent, as applicable, and the Trust delivers cash to the Authorized Participant. In the event the Trust has not been able to successfully execute and complete settlement of a bitcoin transaction by the settlement date, the Authorized Participant will be given the option to (1) cancel the redemption order, or (2) accept that the Trust will continue to attempt to complete the execution, which will delay the settlement date. With respect to a redemption order, between the Trust and the Authorized Participant, the Authorized Participant will be responsible for the dollar cost of the difference between the bitcoin price utilized in calculating the NAV on the trade date and the price realized in selling the bitcoin to raise the cash needed for the cash redemption order to the extent the price realized in selling the bitcoin is lower than the bitcoin price utilized in the NAV. To the extent the price realized is selling the bitcoin is higher than the price utilized in the NAV, the Authorized Participant shall get to keep the dollar impact of any such difference.

NAV per Share for purposes of facilitating creations and redemptions of the Trust is computed each business day using the CME CF Bitcoin Reference Rate – New York Variant (the “Reference Rate”) as of 4:00 p.m. Eastern Time to value the Trust’s investment in bitcoin. The methodology of the Reference Rate used to value bitcoin for purposes of calculating NAV per Share may not be deemed consistent with GAAP and may be different from the value of bitcoin used in the Trust’s GAAP financial statements.

Creation and redemption transactions of Shares of the Trust are shown in the Statements of Changes in Net Assets.

9.SEGMENT REPORTING

The Trust adopted FASB Accounting Standards Update (“ASU”) 2023-07,Segment Reporting (Topic 280) - Improvements to Reportable Segment Disclosures ("ASU 2023-07"). The Trust operates in one segment. The segment derives its revenues from Trust investments made in accordance with the defined investment strategy of the Trust, as prescribed in the Trust's prospectus. The accounting policies are the same as those described in Note 2 -summary of significant accounting policies. The Chief Operating Decision Maker ("CODM") is the Chief Executive Officer of the Sponsor. The CODM monitors the operating results of the Trust. The financial information the CODM leverages to assess the segment's performance and to make decisions for the Trust's single segment, is consistent with that presented within the Trust's financial statements.

10.RECENT ACCOUNTING PRONOUNCEMENTS

In December 2023, the FASB issued ASU 2023-08,Intangibles-Goodwill and Other-Crypto Assets (Subtopic 350-60): Accounting for and Disclosure of Crypto Assets (“ASU 2023-08”). ASU 2023-08 requires entities to subsequently measure certain crypto assets at fair value, and changes in fair value must be recorded in net income in each reporting period. In addition, entities are required to provide additional disclosures about the holdings of certain crypto assets. ASU 2023-08 is effective for annual and interim reporting periods beginning after December 15, 2024. Early adoption is permitted for both interim and annual financial statements that have not yet been issued or made available for issuance. Entities following ASC Topic 946, Financial Services-Investment Companies should continue to present amounts related to crypto assets in their financial statements in accordance with that industry-specific guidance. Management has evaluated ASU 2023-08 and determined that it does not have an impact on the Trust’s financial statements and related disclosures as the Trust presents its bitcoin investment in its financial statements in accordance with ASC Topic 946.

In December 2023, the FASB issued ASU 2023-09,Income Taxes (Topic 740): Improvements to Income Tax Disclosures (“ASU 2023-09”) which enhance income tax disclosures, including amendments that require greater disaggregation of disclosures related to income taxes paid by jurisdiction. ASU 2023-09 is effective for annual periods beginning after December 15, 2024, with early adoption permitted. Management has evaluated ASU 2023-09 and determined that it does not have an impact on the Trust’s financial Statements and related disclosures as the Trust is classified as a grantor trust for federal income tax purposes and, therefore, no provision for federal income taxes is required.

11.FINANCIAL HIGHLIGHTS

The Trust is presenting the following NAV and financial highlights related to investment performance for a Share outstanding for the years ended December 31, 2025 and 2024. An individual investor’s return and ratios may vary based on the timing of capital transactions.

Selected data for a share of beneficial interest outstanding throughout each period is presented below:

Schedule of financial highlight
For the Year Ended December 31, 2025 · For the Year Ended December 31, 2024
Net asset value, beginning of period$99.04$50.00
Investment operations:
Net investment loss(0.27)(0.15)
Net realized and unrealized gain (loss)(6.26)49.19
Total from investment operations(6.53)49.04
Net asset value, end of period$92.51$99.04
TOTAL RETURN1(6.59)%98.08%
RATIOS/SUPPLEMENTAL DATA:
Net assets, end of period (000’s omitted)$139,687$360,517
Ratios to average net assets of:
Expenses, net of expense waivers0.25%0.20%2
Expenses, prior to expense waivers0.25%0.25%2
Net investment loss(0.25)%(0.20)%2
1Total return calculated for a period of less than one year is not annualized. For the period in which the Sponsor waived its fee, the total return would have been lower if such fee had not been waived (Note 3).
2Annualized.
12.QUARTERLY STATEMENT OF OPERATIONS
Schedule of quarterly statement of operations
Three months ended (unaudited) · For the Year Ended
March 31, 2025June 30, 2025September 30, 2025December 31, 2025December 31, 2025
INVESTMENT INCOME:
Total investment income · $ · - · $ · - · $ · - · $ · - · $ · -
EXPENSES:
Sponsor Fee$204,357$95,918$113,409$101,717$515,401
Total expenses204,35795,918113,409101,717515,401
Net investment loss(204,357)(95,918)(113,409)(101,717)(515,401)
NET REALIZED AND UNREALIZED GAIN (LOSS) ON INVESTMENT:
Net realized gain from investment in bitcoin sold to pay Sponsor Fee82,18535,25146,95039,327203,713
Net realized gain from investment in bitcoin sold for net redemption of Shares50,761,4105,477,209-1,811,98058,050,599
Net increase (decrease) in unrealized appreciation on investment in bitcoin(90,966,656)31,742,09010,775,996(45,959,789)(94,408,359)
Net realized and unrealized gain (loss) on investment in bitcoin(40,123,061)37,254,55010,822,946(44,108,482)(36,154,047)
NET INCREASE (DECREASE) IN NET ASSETS RESULTING FROM OPERATIONS$(40,327,418)$37,158,632$10,709,537$(44,210,199)$(36,669,448)
13.SUBSEQUENT EVENTS

The Sponsor has evaluated all subsequent transactions and events through the date on which these financial statements were issued and has determined that no additional items require disclosure in these financial statements.

ContentsView on SEC.gov

The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.