Bitwise Chainlink ETF 10-Q for FY2026 Q1
Bitwise Chainlink ETF (CLNK)
About this 10-Q
Bitwise Chainlink ETF filed this 10-Q on May 8, 2026, covering the quarter ended March 31, 2026 (FY2026 Q1).
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
or
Commission File Number:
(Exact name of registrant as specified in its charter)
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(I.R.S. Employer |
Bitwise Investment Advisers, LLC
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(Address, including ZIP code, and telephone number, including area code, of registrant’s primary executive offices)
Securities registered pursuant to Section 12(b) of the Act:
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Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. ☒
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). ☒
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer”, “accelerated filer”, “smaller reporting company” and “emerging growth company” in Rule 12b‑2 of the Exchange Act.
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Emerging growth company |
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If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided in Section 13(a) of the Exchange Act.
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b‑2 of the Exchange Act). ☐ Yes ☒
The registrant had
STATEMENT REGARDING FORWARD-LOOKING STATEMENTS
This Quarterly Report on Form 10-Q (the “Quarterly Report”) includes “forward-looking statements” with respect to the financial condition, results of operations, plans, objectives, future performance and business of The Bitwise Chainlink ETF (the “Trust”). In some cases, you can identify forward-looking statements by terminology such as “may,” “will,” “should,” “expect,” “plan,” “anticipate,” “believe,” “estimate,” “predict,” “potential,” or the negative of these terms or other comparable terminology. All statements (other than statements of historical fact) included in this Quarterly Report that address activities, events, or developments that will or may occur in the future, including such matters as movements in the digital asset markets, the Trust’s operations, the plans of Bitwise Investment Advisers, LLC (the “Sponsor”), and references to the Trust’s future success and other similar matters, are forward-looking statements. These statements are only predictions. Actual events or results may differ materially. These statements are based upon certain assumptions and analyses the Sponsor has made based on its perception of historical trends, current conditions, and expected future developments, as well as other factors appropriate in the circumstances.
Factors which could have a material adverse effect on the Trust's business, financial condition or results of operations and future prospects or which could cause actual results to differ materially from the Trust's expectations include, but are not limited to:
All the forward-looking statements made in this Quarterly Report are qualified by these cautionary statements, and there can be no assurance that the actual results or developments the Sponsor anticipates will be realized or, even if substantially realized, that they will result in the expected consequences to, or have the expected effects on, the Trust’s operations or the value of the Shares.
Should one or more of these risks discussed in the section entitled “Risk Factors” or other uncertainties materialize, or should underlying assumptions prove incorrect, actual outcomes may vary materially from those described in forward-looking statements. Forward-looking statements are made based on the Sponsor’s beliefs, estimates and opinions on the date the statements are made, and neither the Trust nor the Sponsor is under a duty to update any of the forward-looking statements to conform such statements to actual results or to reflect a change in the Sponsor’s expectations or predictions, other than as required by applicable laws. Investors are therefore cautioned against relying on forward-looking statements.
EMERGING GROWTH COMPANY STATUS
The Trust is an “emerging growth company” as that term is used in the Jumpstart Our Business Startups Act (the “JOBS Act”) and, as such, may elect to comply with certain reduced reporting requirements. For as long as the Trust is an emerging growth company, unlike other public companies, it will not be required to:
The Trust will cease to be an “emerging growth company” upon the earliest of (i) when it has $1.235 billion or more in total annual gross revenues during its most recently completed fiscal year; (ii) when it is deemed to be a large accelerated filer under Rule 12b-2 promulgated pursuant to the Securities Exchange Act of 1934, as amended; (iii) when it has issued more than $1.0 billion of non-convertible debt over a three-year period; or (iv) the last day of the fiscal year following the fifth anniversary of its initial public offering.
In addition, Section 107 of the JOBS Act also provides that an emerging growth company can take advantage of the extended transition period provided in Section 7(a)(2)(B) of the Securities Act of 1933, as amended, for complying with new or revised accounting standards. In other words, an emerging growth company can delay the adoption of certain accounting standards until those standards would otherwise apply to private companies. The Trust intends to take advantage of the benefits of the extended transition period.
Bitwise CHAINLINK ETF
Table of Contents
Industry and Market Data
Although we are responsible for all disclosure contained in this Quarterly Report on Form 10-Q, in some cases we have relied on certain market and industry data obtained from third-party sources that we believe to be reliable. Market estimates are calculated by using independent industry publications in conjunction with our assumptions regarding the Chainlink industry and market. While we are not aware of any misstatements regarding any market, industry or similar data presented herein, such data involves risks and uncertainties and is subject to change based on various factors, including those discussed under the heading “Statement Regarding Forward-Looking Statements.”
i
PART I-FINANCIAL INFORMATION
Item 1. Financial Statements (Unaudited).
Bitwise Chainlink ETF
Statement of Assets and Liabilities
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March 31, 2026 |
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December 31, 2025* |
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(unaudited) |
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Assets |
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Investment in Chainlink, at fair value (cost $ |
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$ |
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$ |
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Cash |
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Receivable for In-Kind Creations |
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Total assets |
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Liabilities |
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Sponsor Fee payable |
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Total liabilities |
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Net Assets |
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$ |
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$ |
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Shares issued and outstanding, par value, amount authorized |
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Principal Market NAV per Share |
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$ |
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$ |
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(1) |
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*
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The accompanying notes are an integral part of the Financial Statements.
1
Bitwise Chainlink ETF
Schedule of Investment
March 31, 2026* (unaudited)
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Quantity of |
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Cost |
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Fair Value |
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% of |
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Investment in Chainlink^ |
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$ |
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$ |
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Total investment |
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$ |
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Assets in excess of liabilities |
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Net Assets |
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$ |
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* No comparative period information yet available as the Trust commenced operations on January 13, 2026.
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The accompanying notes are an integral part of the Financial Statements.
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Bitwise Chainlink ETF
Statement of Operations
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For the period January 13, 2026 (commencement of operations) through March 31, 2026* |
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(unaudited) |
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Investment income |
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Investment income |
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$ |
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Expenses |
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Sponsor Fee |
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Total expenses |
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Less: waivers and reimbursement |
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Net expenses |
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Net investment loss |
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Net realized and unrealized gain (loss) |
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Net realized gain (loss) on investment in Chainlink sold to pay Sponsor Fee |
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Net realized gain (loss) on investment in Chainlink sold for redemptions |
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Net change in unrealized appreciation (depreciation) on investment in Chainlink |
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Net realized and unrealized gain (loss) |
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Net increase (decrease) in net assets resulting from operations |
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$ |
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The accompanying notes are an integral part of the Financial Statements.
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Bitwise Chainlink ETF
Statement of Changes in Net Assets
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For the period January 13, 2026 (commencement of operations) through March 31, 2026* |
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(unaudited) |
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Increase (decrease) in net assets resulting from operations |
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Net investment gain (loss) |
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$ |
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Net realized gain (loss) on investment in Chainlink sold to pay Sponsor Fee |
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Net realized gain (loss) on investment in Chainlink sold for redemptions |
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Net change in unrealized appreciation (depreciation) on investment in Chainlink |
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Net increase (decrease) in net assets resulting from operations |
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Increase (decrease) in net assets from capital share transactions |
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Creations for Shares issued |
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Redemptions for Shares redeemed |
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Net increase (decrease) in net assets resulting from capital share transactions |
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Total increase (decrease) in net assets from operations and capital share transactions |
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Net assets |
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Beginning of period |
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(1) |
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End of period |
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$ |
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Shares issued and redeemed |
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Shares issued |
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Shares redeemed |
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Net increase (decrease) in Shares issued and outstanding |
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*
(1)
The accompanying notes are an integral part of the Financial Statements.
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Bitwise Chainlink ETF
Statement of Cash Flows
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For the period January 13, 2026 (commencement of operations) through March 31, 2026* |
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(unaudited) |
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Cash flows from operating activities |
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Net increase (decrease) in net assets resulting from operations |
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$ |
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Adjustments to reconcile net increase (decrease) in net assets resulting from operations to net cash provided by (used in) operating activities: |
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Purchases of Chainlink |
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Proceeds from Chainlink sold |
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Net realized (gain) loss from investment in Chainlink sold to pay Sponsor Fee |
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Net realized (gain) loss from investment in Chainlink sold for redemptions |
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Net change in unrealized (appreciation) depreciation on investment in Chainlink |
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Net cash provided by (used in) operating activities |
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Cash flows from financing activities |
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Creations for Shares issued |
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Redemptions for Shares redeemed |
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Net cash provided by (used in) financing activities |
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Net increase (decrease) in cash |
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Cash, beginning of period (1) |
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Cash, end of period |
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$ |
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Supplemental disclosure of noncash financing activities |
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In-Kind Creations of Chainlink |
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$ |
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*
(1)
The accompanying notes are an integral part of the Financial Statements.
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Bitwise Chainlink ETF
Notes To Financial Statements
March 31, 2026 (Unaudited)
1. Organization
Bitwise Chainlink ETF (the “Trust”), is an investment trust organized on August 13, 2025 under Delaware law pursuant to the First Amended and Restated Declaration of Trust and Trust Agreement (the “Trust Agreement”), dated as of November 17, 2025. The Trust’s primary investment objective is to seek to provide exposure to the value of Chainlink held by the Trust, less the expenses of the Trust’s operations, generally just the Sponsor Fee. In seeking to achieve its primary investment objective, the Trust’s sole asset is Chainlink. The Trust is an Exchange Traded Product (“ETP”) that issues common shares of beneficial interest (“Shares”) that are listed on the NYSE Arca, Inc. (the “Exchange”) under the ticker symbol “CLNK”, providing investors with an efficient means to obtain market exposure to the price of Chainlink.
Bitwise Investment Advisers, LLC (the "Sponsor"), a wholly-owned subsidiary of Bitwise Asset Management, Inc. ("BAM") serves as the Sponsor for the Trust. The Sponsor arranged for the creation of the Trust and is responsible for the ongoing registration of the Shares for their public offering in the U.S. and the listing of Shares on the Exchange. The Sponsor will develop a marketing plan for the Trust, will prepare marketing materials regarding the Shares, and will operate the marketing plan of the Trust on an ongoing basis. The Sponsor also oversees the additional service providers of the Trust and exercises managerial control of the Trust as permitted under the Trust Agreement. The Sponsor has agreed to pay all operating expenses (except for litigation expenses and other extraordinary expenses) out of the Sponsor’s unified management fee.
Delaware Trust Company acts as the trustee of the Trust (the “Trustee”) for the purpose of creating a Delaware statutory trust in accordance with the Delaware Statutory Trust Act (“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.
The statements of assets and liabilities and schedules of investment as of March 31, 2026, and the statement of operations, cash flows, and changes in net assets for the period from January 13, 2026 (commencement of operations) through March 31, 2026, have been prepared on behalf of the Trust. In the opinion of management of the Sponsor of the Trust, all adjustments (which include normal recurring adjustments) necessary to present fairly the financial position and results of operations for the three-month period ended March 31, 2026, and for all interim periods presented have been made. In addition, interim period results are not necessarily indicative of results for a full-year period.
Prior to the commencement of operations on January 13, 2026, on October 22, 2025, BAM, the parent company of the Sponsor, purchased
2. Significant Accounting Policies
The following is a summary of significant accounting policies consistently followed by the Trust in the preparation of its financial statements.
Basis of Presentation
The financial statements have been prepared in conformity with accounting principles generally accepted in the United States of America (“GAAP”). The Trust is an investment company and follows the specialized accounting and reporting guidance in the Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) Topic 946, Financial Services—Investment Companies.
Use of Estimates
The preparation of the financial statements in accordance with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of these financial statements. Actual results could differ from those estimates.
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Cash
Generally, the Trust does not intend to hold any cash. Cash includes non-interest-bearing unrestricted cash with one institution. Cash in a bank deposit account, at times, may exceed U.S. federally insured limits. The Trust has not experienced any losses in such accounts and does not believe it is exposed to any significant credit risk on such bank deposits.
Investment Transactions and Revenue Recognition
The Trust records its investment transactions on a trade date basis and changes in fair value are reflected as net change in unrealized appreciation or depreciation on investment in Chainlink. Realized gains and losses are calculated using the specific identification method. Realized gains and losses are recognized in connection with transactions including settling obligations for the Sponsor Fee in Chainlink.
Investment Valuation - Principal Market Net Asset Value ("NAV")
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" and "Principal Market NAV per Share"), the Trust follows 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 Chainlink 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 Chainlink 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.
The Trust only receives Chainlink in connection with a creation order from the Authorized Participant (or a Liquidity Provider) and does not itself transact on any Digital Asset Markets. Therefore, the Trust looks to market-based volume and level of activity for Digital Asset Markets. The Authorized Participant(s), or a Liquidity Provider, may transact in a Brokered Market, a Dealer Market, Principal-to-Principal Markets and Exchange Markets ("Trading Platform Markets”), each as defined in the FASB ASC Master Glossary (collectively, "Digital Asset Markets").
In determining which of the eligible Digital Asset Markets is the Trust's principal market, the Trust reviews these criteria in the following order:
First, the Trust reviews a list of Digital Asset Markets that are U.S. accessible, have historically provided publicly available data, and are exchanges that Bitwise normally transacts on. Specifically, the Trust utilizes a third-party valuation vendor, Lukka, Inc., to identify publicly available, well established and reputable crypto asset exchanges selected in their sole discretion.
Second, Lukka, Inc. sorts these Digital Asset Markets from high to low by market-based volume and level of activity of Chainlink traded on each Digital Asset Market. For the period ended March 31, 2026, this sort was performed for Digital Asset Markets for the period mid-February through mid-March 2026.
Third, Lukka, Inc. then reviews pricing fluctuations and the degree of variances in price on each Digital Asset Market during the 60 minutes prior to 4:00 pm. ET for Chainlink to identify any material notable variances that may impact the volume or price information of a particular Digital Asset Market.
Fourth, Lukka, Inc. then selects a Digital Asset Market as its principal market based on the highest market-based volume level of activity and price stability in comparison to the other Digital Asset Markets on the list.
As of March 31, 2026, Lukka, Inc. included Binance, Bitfinex, Bitflyer, Bitstamp, Bullish, Bybit, Coinbase, Crypto.com, Gate.io, Gemini, HitBTC, Huobi, itBit, Kraken, KuCoin, LMAX, MEXC Global, OKX and Poloniex as its primary Exchange Markets in consideration.
At March 31, 2026, the principal market and the principal market price for Chainlink, which is composed of the majority of the Trust’s assets as of March 31, 2026, was Coinbase with a price of $
The Trust determines its principal market (or in the absence of a principal market the most advantageous market) annually and conducts a quarterly analysis to determine (i) if there have been recent changes to each Digital Asset Market’s trading volume and level of activity in the trailing twelve months, (ii) if any Digital Asset Markets have developed that the Trust has access to, or (iii) if recent changes to
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each Digital Asset Market's price stability have occurred that would materially impact the selection of the principal market and necessitate a change in the Trust's determination of its principal market.
The cost basis of the Chainlink received by the Trust in connection with a creation order is recorded by the Trust at the fair value of Chainlink at 4:00 p.m., New York time, on the creation date for financial reporting purposes. The cost basis recorded by the Trust may differ from proceeds collected by the Authorized Participant from the sale of the corresponding Shares to investors.
Various inputs are used to determine the fair value of assets and liabilities. Inputs may be based on independent market data (“observable inputs”) or they may be internally developed (“unobservable inputs”). These inputs are categorized into a disclosure hierarchy consisting of three broad levels for financial reporting purposes. The level of a value determined for an asset or liability within the fair value hierarchy is based on the lowest level of any input that is significant to the fair value measurement in its entirety. The three levels of the fair value hierarchy are as follows:
Level 1: Unadjusted quoted prices in active markets for identical assets or liabilities;
Level 2: 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; and
Level 3: Unobservable inputs, including the Trust's assumptions used in determining the fair value of investments, where there is little or no market activity for the asset or liability at the measurement date.
The following summarizes the Trust’s assets accounted for at fair value at March 31, 2026*:
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Level 1 |
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Level 2 |
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Level 3 |
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Total |
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Assets |
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Investments in Chainlink, at fair value |
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$ |
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$ |
— |
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$ |
— |
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$ |
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* No comparative period information yet available as the Trust commenced operations on January 13, 2026.
Calculation of Net Asset Value (NAV) and NAV Per-Share
On each business day, as soon as practicable after 4:00 p.m. ET, the NAV of the Trust is obtained by subtracting all accrued fees and other liabilities of the Trust from the fair value of the Chainlink and other assets held by the Trust. The Bank of New York Mellon (the “Administrator”) computes the NAV per-share by dividing the NAV of the Trust by the number of Shares outstanding on the date the computation is made.
Income Taxes
The Trust is classified as a “grantor trust” for U.S. federal income tax purposes. As a result, the Trust itself is not subject to U.S. federal income tax. Instead, the Trust’s income and expenses “flow through” to the shareholders, and the Administrator reports the Trust’s income, gains, losses, and deductions to the Internal Revenue Service on that basis. The Sponsor has analyzed applicable tax laws and regulations and their application to the Trust, and does not believe that there are any uncertain tax positions that require recognition of a tax liability as of March 31, 2026.
The Trust is required to determine whether its tax positions are more likely than not to be sustained on examination by the applicable taxing authority, based on the technical merits of the position. Tax positions not deemed to meet a more likely than not threshold would be recorded as a tax expense in the current year. As of March 31, 2026, the Trust has determined that
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practices and precedents of the relevant authorities. The Trust is required to analyze all open tax years. Open tax years are those years that are open for examination by the relevant income taxing authority. As of March 31, 2026, all tax years since inception remain open for examination. There were no examinations in progress at period end.
Organizational and Offering Costs
The costs of the Trust’s organization and the initial offering of the Shares are borne directly by the Sponsor. The Trust is not obligated to reimburse the Sponsor.
3. Fair Value of Chainlink
As of March 31, 2026, the Trust held a net closing balance of
The following represents the changes in quantity of Chainlink and the respective fair value for the period from January 13, 2026 (commencement of operations) to March 31, 2026*:
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Quantity of Chainlink |
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Fair Value |
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Beginning balance as of January 13, 2026 (commencement of operations) |
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$ |
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Purchases |
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In-Kind Creations |
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Sales for the redemption of Shares |
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Chainlink transferred for Sponsor Fee |
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Net realized gain (loss) on investment in Chainlink sold for redemptions |
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Change in unrealized appreciation (depreciation) on investment in Chainlink |
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Ending balance as of March 31, 2026 |
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$ |
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* No comparative period information yet available as the Trust commenced operations on January 13, 2026.
Additions during the three months ended March 31, 2026 were primarily from Chainlink purchased due to creations into the Trust and in-kind creations. There were no security dispositions or realized gains (losses) for the three months ended March 31, 2026.
4. Related Party Transactions and Agreements
The Trust began paying a Sponsor Fee of
The Sponsor Fee is paid by the Trust to the Sponsor as compensation for services performed under the Trust Agreement and Sponsor Agreement. After the period during which all or a portion of the Sponsor Fee is waived, the Sponsor Fee will begin accruing daily, and will be payable in Chainlink monthly in arrears. The Administrator calculates the Sponsor Fee on a daily basis by applying a
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ordinary legal fees and expenses. The Sponsor may determine in its sole discretion to assume legal fees and expenses of the Trust in excess of $
The Trust may incur certain extraordinary, non-recurring expenses that are not assumed by the Sponsor, including but not limited to, taxes and governmental charges, any applicable brokerage commissions, financing fees, Chainlink 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 Shareholders (including, for example, in connection with any fork of the Chainlink blockchain, any Incidental Rights and any IR Asset, any indemnification of the Cash Custodian, Chainlink Custodian, Prime Execution Agent, Transfer Agent, 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.
5. Creation and Redemption of Shares
The Trust may either create and redeem Shares in-kind for Chainlink (“In-Kind Creations” and “In-Kind Redemptions,” respectively) or for cash (“Cash Creations” and “Cash Redemptions,” respectively). When the Trust creates or redeems its Shares, it does so in blocks of
The Trust only creates and redeems Baskets in transactions with financial firms that are authorized to purchase or redeem Shares with the Trust (each, an “Authorized Participant”). In the case of In-Kind Creations and In-Kind Redemptions, an Authorized Participant or an Authorized Participant’s designee deposits Chainlink directly with the Trust or receives Chainlink directly from the Trust. Shares initially comprising the same Basket but offered by the Authorized Participants to the public at different times may have different offering prices that 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. Authorized Participants must pay the Transfer Agent a non-refundable fee for each order they place to create or redeem one (1) or more Baskets. The transaction fee may be waived, reduced, increased or otherwise changed by the Sponsor in its sole discretion. Authorized Participants who make deposits with the Trust in exchange for Baskets receive no fees, commissions or other form of compensation or inducement of any kind from either the Trust or the Sponsor, and no such person has any obligation or responsibility to the Sponsor or the Trust to effect any sale or resale of Shares.
Each Authorized Participant is required to be registered as a broker-dealer under the Securities Exchange Act of 1934, as amended, and a member in good standing with FINRA, or exempt from being or otherwise not required to be licensed as a broker-dealer or a member of FINRA, and is qualified to act as a broker or dealer in the states or other jurisdictions where the nature of its business so requires. Certain Authorized Participants may also be regulated under federal and state banking laws and regulations. Each Authorized Participant has its own set of rules and procedures, internal controls and information barriers as it determines is appropriate in light of its own regulatory regime.
The Transfer Agent will facilitate the settlement of Shares in response to the placement of creation orders and redemption orders from Authorized Participants. The Trust has entered into the Cash Custody Agreement with BNY Mellon under which BNY Mellon acts as custodian of the Trust’s cash and cash equivalents. The Trust only creates or redeems its Shares at NAV.
6. Concentration of Risk
Substantially all the Trust’s assets will be holdings of Chainlink, which creates a concentration risk associated with fluctuations in the price of Chainlink. Accordingly, a decline in the price of Chainlink will have an adverse effect on the value of the Shares of the Trust. The trading prices of Chainlink have experienced extreme volatility in recent periods and may continue to fluctuate significantly. Extreme volatility in the future, including substantial, sustained, or rapid declines in the trading prices of Chainlink, could have a material adverse effect on the value of the Shares and the Shares could lose all or substantially all of their value. Factors adversely impacting the value of Chainlink and the Shares may include an increase in the global Chainlink supply or a decrease in global Chainlink demand; market conditions of, and overall sentiment towards, the crypto assets and blockchain technology industry; trading activity on crypto
10
asset exchanges, which, in many cases, are largely unregulated or may be subject to manipulation; the adoption of Chainlink as a medium of exchange, store-of-value or other consumptive asset and the maintenance and development of the open-source software protocol of the Chainlink network, and their ability to meet user demands; manipulative trading activity on crypto asset exchanges, which, in many cases, are largely unregulated; and forks in the Chainlink network, among other things.
Coinbase Custody Trust Company, LLC serves as the Trust’s custodian for Chainlink for which qualified custody is available (the “Chainlink Custodian”). The Chainlink Custodian is subject to change in the sole discretion of the Sponsor. Temporary differences in the quantity of Chainlink held by the Chainlink Custodian from the amounts reflected in the financial statements may occur. These differences are due to pending settlement of Chainlink trades with the Chainlink Custodian, which generally occurs within two business days of the trade date.
Payable for Chainlink purchased represents the quantity of Chainlink purchased for the creation of Shares where the Chainlink has not yet settled.
|
|
March 31, 2026 |
|
|
December 31, 2025 |
|
||
|
|
(unaudited) |
|
|
|
|
||
Payable for Chainlink purchased |
|
$ |
|
|
$ |
|
||
Receivable for Chainlink sold represents the quantity of Chainlink sold for the redemption of Shares where the Chainlink has not yet been settled.
|
|
March 31, 2026 |
|
|
December 31, 2025 |
|
||
|
|
(unaudited) |
|
|
|
|
||
Receivable for Chainlink sold |
|
$ |
|
|
$ |
|
||
7. Financial Highlights
Per-Share Performance (for a Share outstanding throughout the period presented)
|
|
For the period January 13, 2026 (commencement of operations) through March 31, 2026* |
|
|
|
Principal Market NAV per-share, beginning of period |
|
$ |
|
|
|
Net investment income (loss) 1 |
|
|
|
|
|
Net realized and change in unrealized appreciation (depreciation) on investment in Chainlink |
|
|
( |
) |
2 |
Net change in net assets from operations |
|
|
( |
) |
|
Principal Market NAV per-share, end of period |
|
$ |
|
|
|
|
|
|
|
|
|
Total return, at net asset value 3 |
|
|
( |
) |
% |
|
|
|
|
|
|
Ratios to average net assets 4,5 |
|
|
|
|
|
Gross expenses |
|
|
|
% |
|
Net expenses |
|
|
|
% |
|
Net investment income (loss) |
|
|
|
% |
|
*
period. An individual shareholder’s total return and ratios may vary from the above total return and
ratios based on the timing of Share transactions from the Trust. Total return for the period is not annualized.
11
8. Segment Reporting
An operating segment is defined in FASB Accounting Standards Update 2023-07, Segment Reporting (Topic 280) - Improvements to Reportable Segment Disclosures (“Topic 280”), as a component of a public entity that engages in business activities from which it may recognize revenues and incur expenses, has operating results that are regularly reviewed by the public entity’s Chief Operating Decision Maker (“CODM”) to make decisions about resources to be allocated to the segment and assess its performance, and has discrete financial information available. Selected members of the Executive Management Committee and other senior personnel of the act as the Trust’s CODM. The Trust represents a operating segment, as the CODM monitors the operating results of the Trust as a whole and the Trust’s long-term strategic asset allocation is pre-determined in accordance with the terms of its Trust agreement, based on a defined investment strategy which is executed by the Sponsor.
9. Indemnifications
In the normal course of business, the Trust enters into contracts and agreements that contain a variety of representations and warranties and which provide general indemnifications. 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. The Trust expects the risk of any future obligation under these indemnifications to be remote.
10. Subsequent Events
The Trust has evaluated subsequent events through May 8, 2026, the date the financial statements were issued, and has determined that there are no subsequent events that require adjustments to or disclosure in the financial statements.
12
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations.
The following discussion and analysis of the Trust’s financial condition and results of operations should be read together with, and is qualified in its entirety by reference to, the Trust’s unaudited financial statements and related notes included elsewhere in this Quarterly Report, which have been prepared in accordance with generally accepted accounting principles in the United States (“U.S. GAAP”). The following discussion may contain forward-looking statements based on assumptions the Trust believes to be reasonable. The Trust’s actual results could differ materially from those discussed in these forward-looking statements. See “Statement Regarding Forward-Looking Statements” above.
You should not place undue reliance on any forward-looking statements. Except as expressly required by the Federal securities laws, the Trust and the Sponsor undertake no obligation to publicly update or revise any forward-looking statements or the risks, uncertainties or other factors described in this Quarterly Report, as a result of new information, future events or changed circumstances or for any other reason after the date of this Quarterly Report.
Trust Overview
The Trust’s registration statement on Form S-1 relating to its continuous public offering of Shares was declared effective by the U.S. Securities and Exchange Commission on January 7, 2026 and the Shares of the Trust were listed on the Exchange on January 14, 2026.
Prior to the commencement of operations on January 13, 2026, on October 22, 2025, BAM, the parent company of the Sponsor, purchased 8 Shares at a per-share price of $25.00 for $200.00 in a transaction exempt from registration under Section 4(a)(2) of the 1933 Act (the “Seed Shares”).On January 13, 2026, BAM redeemed the entirety of its 8 Seed Shares for $200 and Bitwise Investment Manager, LLC (“BIM”), an affiliate of the Sponsor, purchased the initial 100,000 Shares of the Trust (the “Seed Baskets”) for $2,500,000, at a per-Share price of $25.00.
The Trust is an exchange-traded product that issues common shares of beneficial interest (“Shares”) that are listed on NYSE Arca, Inc. (the “Exchange”) under the ticker symbol “CLNK.” The Trust’s primary investment objective is to seek to provide exposure to the value of Chainlink held by the Trust, less the expenses of the Trust’s operations and other liabilities. In seeking to achieve its primary investment objective, the Trust will hold Chainlink and establish its net asset value (“NAV”) by reference to the CME CF Chainlink-Dollar Reference Rate - New York Variant (the “Pricing Benchmark”). The Trust is sponsored and managed by Bitwise Investment Advisers, LLC (the “Sponsor”).
The net assets of the Trust and its Shares are valued on a daily basis with reference to the Pricing Benchmark, a standardized reference rate published by CF Benchmarks Ltd. (the “Benchmark Provider”) that is designed to reflect the performance of Chainlink in U.S. dollars. The Pricing Benchmark is calculated by the Benchmark Provider based on an aggregation of executed trade flow of major Chainlink trading platforms (“Constituent Platforms”). The Pricing Benchmark is calculated as of 4:00 p.m. Eastern time (“ET”).
Coinbase Custody Trust Company, LLC (“Coinbase Custody” or the “Chainlink Custodian”) serves as the custodian for the Trust’s Chainlink holdings and is responsible for the secure safekeeping of the Trust’s Chainlink pursuant to a custody agreement (the “Chainlink Custody Agreement”). Coinbase Custody was appointed by the Sponsor and is tasked with establishing and maintaining segregated accounts to hold the Trust’s Chainlink (the “Trust Chainlink Accounts”). The Chainlink Custodian is chartered as a New York State limited liability trust company that provides custody services for digital assets. The Chainlink Custodian is not insured by the Federal Deposit Insurance Corporation (the “FDIC”) but carries insurance provided by private insurance carriers.
As of the date of this Quarterly Report, the Trust does not engage in staking. However, at a future date, it is the current intention of the Trust to conduct staking as a secondary investment objective. In connection with its future secondary investment objective of seeking to derive additional Chainlink through staking, the Trust will stake some or all of the Chainlink held in the Trust Chainlink Accounts. The Sponsor will select one or more trusted staking agents (the “Staking Agents”). Such Staking Agents operate the node operator infrastructure associated with the Trust’s staked Chainlink.
Chainlink is a digital asset. Like all digital assets, buying, holding and selling Chainlink is very different from buying, holding and selling more conventional investments like stocks and bonds. Stocks represent ownership in a company, entitling shareholders to a portion of the company’s profits. Bonds are debt instruments issued by corporations or governments, where the bondholder is a creditor to the issuer that is generally entitled to a stream of income payments. Ownership of stocks and bonds is typically recorded through a centralized system managed by brokers, custodians or clearinghouses. Ownership of Chainlink does not entitle its holders to any portion
13
of a company’s profits or any stream of income payments. Chainlink is a decentralized digital asset and ownership of it is reflected on a decentralized ledger.
The Trust provides investors with the opportunity to access the market for Chainlink through a traditional brokerage account without the potential barriers to entry or risks involved with acquiring and holding Chainlink directly. The Trust will not use derivatives that could subject the Trust to additional counterparty and credit risks. The Sponsor believes that the design of the Trust will enable certain investors to more effectively and efficiently implement strategic and tactical asset allocation strategies that use Chainlink by investing in the Shares rather than purchasing, holding and trading Chainlink directly.
Results of Operations
For the Period from January 13, 2026 (commencement of operations) to March 31, 2026*
|
|
For the three months ended March 31, 2026 |
|
|
|
|
(unaudited) |
|
|
Net investment loss |
|
$ |
- |
|
Net realized and unrealized gain (loss) |
|
$ |
(2,842,056 |
) |
Net increase (decrease) in net assets resulting from operations |
|
$ |
(2,842,056 |
) |
Net Assets1 |
|
$ |
15,481,264 |
|
1. Net assets in the above table are calculated in accordance with U.S. GAAP based on the principal market price for Chainlink that the Trust considered its principal market, as of 4:00 p.m., New York time, on the valuation date.
During the period ended March 31, 2026, the Trust's net assets increased from $200 on January 13, 2026 (commencement of operations) to $15,481,264 on March 31, 2026. The increase in the Trust's net assets resulted primarily from additions of approximately 1,766,259 Chainlink with a value of $18,323,320 in connection with Share creations during the period. For the period, there were no dispositions of Chainlink to pay the Sponsor Fee or for the redemption of Shares.
Net realized and change in unrealized loss on investment in Chainlink for the three months ended March 31, 2026 was $(2,842,056), which included a change in unrealized depreciation on investment in Chainlink of $(2,842,056). There were no realized gains or losses for sales of Chainlink for the redemption of Shares or for the transfer of Chainlink to pay the Sponsor Fee. Net realized and change in unrealized loss on investment in Chainlink for the period resulted primarily from Chainlink price depreciation from $13.73 on January 13, 2026 (commencement of operations) to $8.77 on March 31, 2026. Net decrease in net assets resulting from operations for the three months ended March 31, 2026 was $(2,842,056), which consisted solely of the net realized and unrealized loss on investment in Chainlink. The Sponsor fee of $(6,981) was waived in its entirety for the period, as the Sponsor has agreed to waive the entire Sponsor Fee on the first $500 million of Trust assets for the three-month period starting on January 14, 2026, the day the Shares were initially listed on the Exchange, through April 13, 2026.
* No comparative period information yet available as the Trust commenced operations on January 13, 2026.
Net Assets
As of March 31, 2026, the Trust held a net closing balance of 1,766,259.4192 Chainlink with a total market value of $15,489,071 based on the LINKUSD_NY price of $8.76942, used to determine the Trust's NAV. The total market value of the Trust's Chainlink held was $15,481,264 based on the price of Chainlink (Lukka Prime Rate) in the principal market (Coinbase) of $8.765, used to determine the Trust's Principal Market NAV.
Liquidity and Capital Resources
The Trust does not hold a cash balance except in connection with the creation and redemption of Baskets or to pay expenses not assumed by the Sponsor. To pay for expenses not assumed by the Sponsor that are denominated in U.S. dollars, the Sponsor, on behalf of the Trust, may sell the Trust’s Chainlink as necessary to pay such expenses. The cash proceeds of the sale will be sent to the Sponsor, which will use such proceeds to pay the expenses. Any remaining cash will be distributed back to the Cash Custodian. The Sponsor expects that the Trust will have an immaterial amount of cash flow from its operations and that its cash balance will be insignificant at the end
14
of each reporting period. The Trust’s only sources of cash are proceeds from the sale of Baskets and Chainlink. The Trust will not borrow to meet liquidity needs.
In exchange for the Sponsor Fee, the Sponsor has agreed to assume and pay the normal operating expenses of the Trust. The Sponsor contractually waived the Sponsor Fee until April 13, 2025, on the first $500 million of Trust assets, and will accrue at an annual rate of 0.34% of the Trust’s Chainlink holdings beginning thereafter. As a result, the only ordinary expense of the Trust is expected to be the Sponsor Fee. The Trust is not aware of any trends, demands, conditions or events that are reasonably likely to result in material changes to its liquidity needs.
Off-Balance Sheet Arrangements and Contractual Obligations
As of March 31, 2026, the Trust has not used, nor does it expect to use in the future, special purpose entities to facilitate off-balance sheet financing arrangements and has no loan guarantee arrangements or off-balance sheet arrangements of any kind other than agreements entered into in the normal course of business, which may include indemnification provisions related to certain risks service providers undertake in performing services which are in the best interests of the Trust. While the Trust’s exposure under such indemnification provisions cannot be estimated, these general business indemnifications are not expected to have a material impact on the Trust’s financial position.
Sponsor Fee payments made to the Sponsor are calculated at an annual rate of 0.34% of the Trust's Chainlink holdings. As such, the Sponsor cannot anticipate the payment amounts that will be required under these arrangements for future periods since the Trust's holdings of Chainlink will vary in the normal course of business operations.
Critical Accounting Policies
Investment Valuation - Principal Market Net Asset Value ("NAV")
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" and "Principal Market NAV per Share"), the Trust follows 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 Chainlink 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 Chainlink 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.
The Trust only receives Chainlink in connection with a creation order from the Authorized Participant (or a Liquidity Provider) and does not itself transact on any Digital Asset Markets. Therefore, the Trust looks to market-based volume and level of activity for Digital Asset Markets. The Authorized Participant(s), or a Liquidity Provider, may transact in a Brokered Market, a Dealer Market, Principal-to-Principal Markets and Exchange Markets ("Trading Platform Markets”), each as defined in the FASB ASC Master Glossary (collectively, "Digital Asset Markets").
In determining which of the eligible Digital Asset Markets is the Trust's principal market, the Trust reviews these criteria in the following order:
First, the Trust reviews a list of Digital Asset Markets that are U.S. accessible, have historically provided publicly available data, and are exchanges that Bitwise normally transacts on. Specifically, the Trust utilizes a third-party valuation vendor, Lukka, Inc., to identify publicly available, well established and reputable crypto asset exchanges selected in their sole discretion.
Second, Lukka, Inc. sorts these Digital Asset Markets from high to low by market-based volume and level of activity of Chainlink traded on each Digital Asset Market. For the period ended March 31, 2026, this sort was performed for Digital Asset Markets for the period mid-February through mid-March 2026.
Third, Lukka, Inc. then reviews pricing fluctuations and the degree of variances in price on each Digital Asset Market during the 60 minutes prior to 4:00 pm. ET for Chainlink to identify any material notable variances that may impact the volume or price information of a particular Digital Asset Market.
15
Fourth, Lukka, Inc. then selects a Digital Asset Market as its principal market based on the highest market-based volume level of activity and price stability in comparison to the other Digital Asset Markets on the list.
As of March 31, 2026, Lukka, Inc. included Binance, Bitfinex, Bitflyer, Bitstamp, Bullish, Bybit, Coinbase, Crypto.com, Gate.io, Gemini, HitBTC, Huobi, itBit, Kraken, KuCoin, LMAX, MEXC Global, OKX and Poloniex as its primary Exchange Markets in consideration.
At March 31, 2026, the principal market and the principal market price for Chainlink, which is composed of the majority of the Trust’s assets as of March 31, 2026, was Coinbase with a price of $8.77.
The Trust determines its principal market (or in the absence of a principal market the most advantageous market) annually and conducts a quarterly analysis to determine (i) if there have been recent changes to each Digital Asset Market’s trading volume and level of activity in the trailing twelve months, (ii) if any Digital Asset Markets have developed that the Trust has access to, or (iii) if recent changes to each Digital Asset Market's price stability have occurred that would materially impact the selection of the principal market and necessitate a change in the Trust's determination of its principal market.
The cost basis of the Chainlink received by the Trust in connection with a creation order is recorded by the Trust at the fair value of Chainlink at 4:00 p.m., New York time, on the creation date for financial reporting purposes. The cost basis recorded by the Trust may differ from proceeds collected by the Authorized Participant from the sale of the corresponding Shares to investors.
Investment Company Considerations
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 Chainlink 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.
Item 3. Quantitative and Qualitative Disclosures About Market Risk.
As a smaller reporting company as defined by Rule 12b-2 of the Securities Exchange Act of 1934, as amended, the Trust is not required to provide the information required by this item.
Item 4. Controls and Procedures.
Conclusion Regarding the Effectiveness of Disclosure Controls and Procedures
The Trust maintains disclosure controls and procedures that are designed to ensure that information required to be disclosed in its Exchange Act reports is recorded, processed, summarized and reported within the time periods specified in the SEC rules and forms, and that such information is accumulated and communicated to the Principal Executive Officer and Principal Financial and Accounting Officer of the Sponsor performing functions equivalent to those a principal executive officer and principal financial and accounting officer of the Trust would perform if the Trust had any officers, as appropriate to allow timely decisions regarding required disclosure.
Under the supervision and with the participation of the Principal Executive Officer and the Principal Financial and Accounting Officer of the Sponsor, the Sponsor evaluated the effectiveness of the design and operation of the Trust’s disclosure controls and procedures, as defined under Exchange Act Rule 13a-15(e). Based on this evaluation, the Principal Executive Officer and the Principal Financial and Accounting Officer of the Sponsor concluded that, as of March 31, 2026, the Trust’s disclosure controls and procedures were effective in ensuring material information relating to the Trust is recorded, processed, summarized and reported by management of the Sponsor on a timely basis and ensuring that the quality and timeliness of the Trust’s public disclosures with the SEC.
There are inherent limitations to the effectiveness of any system of disclosure controls and procedures, including the possibility of human error and the circumvention or overriding of the controls and procedures.
16
Changes in Internal Control over Financial Reporting
There were no changes in the Trust’s internal controls over financial reporting that occurred during the Trust’s most recently completed fiscal quarter that have materially affected, or are reasonably likely to materially affect, these internal controls.
17
PART II-OTHER INFORMATION
Item 1. Legal Proceedings.
None.
Item 1A. Risk Factors.
As a smaller reporting company, the Trust is not required to provide the information required by this item.
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds.
Period |
|
Total Shares |
|
|
Average Price |
|
||
January 1, 2026 – January 31, 2026 |
|
|
8 |
|
|
$ |
25 |
|
February 1, 2026 – February 28, 2026 |
|
|
— |
|
|
$ |
— |
|
March 1, 2026 – March 31, 2026 |
|
|
— |
|
|
$ |
— |
|
Item 3. Defaults Upon Senior Securities.
None.
Item 4. Mine Safety Disclosures.
Not applicable.
Item 5. Other Information.
No executive officers or directors of the Sponsor have
18
Item 6. Exhibits.
Listed below are the exhibits, which are filed as part of this quarterly report on Form 10‑Q (according to the number assigned to them in Item 601 of Regulation S-K of the 1933 Act):
Exhibit Number |
|
Description |
3.1 |
|
|
3.2 |
|
|
3.3 |
|
|
10.1 |
|
Marketing Agent Agreement with amendment incorporating the Trust. |
31.1* |
|
|
31.2* |
|
|
32.1* |
|
|
32.2* |
|
|
101.INS |
|
Inline XBRL Instance Document - the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document. |
101.SCH |
|
Inline XBRL Taxonomy Extension Schema Document |
104 |
|
Cover Page Interactive Data File (Formatted as Inline XBRL and contained in exhibit 101) |
* These exhibits are furnished with this Quarterly Report on Form 10-Q and are not deemed filed with the SEC and are not incorporated by reference in any filing of Bitwise Chainlink ETF under the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended, made before or after the date hereof and irrespective of any general incorporation language contained in such filings.
19
GLOSSARY OF DEFINED TERMS
The following terms may be used throughout this Quarterly Report, including the consolidated financial statements and related notes.
1933 Act: The Securities Act of 1933, as amended.
Administrator: BNY Mellon.
Authorized Participant: One that purchases or redeems Baskets from or to the Trust.
BAM: Bitwise Asset Management, Inc., the parent company of the Sponsor.
Basket: A block of 10,000 Shares used by the Trust to issue or redeem Shares.
Benchmark Provider: CF Benchmarks Ltd.
BNY Mellon: The Bank of New York Mellon, a national banking association in New York.
Business Day: Any day other than a day when the Exchange or the New York Stock Exchange is closed for regular trading.
Cash Custodian: BNY Mellon.
Chainlink: The native unit of account and medium of exchange on the Chainlink network.
Chainlink Custodian: Coinbase Custody Trust Company, LLC, a New York State limited liability trust company.
Chainlink Custody Agreement: The custody agreement between the Chainlink Custodian and the Trust pursuant to which the Trust Chainlink Account is established.
CME: The Chicago Mercantile Exchange.
Constituent Platform: The major Chainlink trading platforms that serve as the pricing sources for the calculation of the CME CF Chainlink-Dollar Reference Rate - New York Variant.
Cryptocurrency: A token such as Chainlink that is the native asset of a crypto asset network.
Crypto asset: A token, such as a cryptocurrency, that is the native asset of or issued on a digital asset network and secured using public and private key cryptography or similar cryptographic credentials.
Digital Asset: A token, such as a cryptocurrency, that is the native asset of or issued on a digital asset network and secured using public and private key cryptography or similar cryptographic credentials.
DSTA: Delaware Statutory Trust Act.
ET: Eastern Time.
ETP: Exchange-traded product.
Exchange: NYSE Arca, Inc.
Exchange Act: The Securities Exchange Act of 1934, as amended.
FASB: Financial Accounting Standards Board.
FDIC: Federal Deposit Insurance Corporation.
20
GAAP: The generally accepted accounting principles of the United States.
Investment Company Act: Investment Company Act of 1940.
IRS: U.S. Internal Revenue Service.
ITV: Indicative Trust Value.
JOBS Act: The Jumpstart Our Business Startups Act.
Marketing Agent: Foreside Fund Services, LLC.
NAV: Net asset value of the Trust, which is a Non-GAAP metric and is determined each business day by valuing the Trust’s Chainlink using the Pricing Benchmark, less the Trust’s accrued but unpaid expenses.
PCAOB: The Public Company Accounting Oversight Board.
Pricing Benchmark: CME CF Chainlink-Dollar Reference Rate - New York Variant, a standardized reference rate published by the CME Group that calculates the U.S. dollar price of Chainlink as of 4:00 p.m. New York time on each calendar day on constituent crypto asset trading platforms to reflect the performance of Chainlink in U.S. dollars.
Prime Execution Agreement: The agreement between Coinbase, Inc. and the Trust that sets forth the terms and conditions pursuant to which Coinbase, Inc., and its affiliates, agree to open and maintain a prime broker account and provide services relating to trade execution.
SEC: The U.S. Securities and Exchange Commission, an independent agency with the mandate to regulate securities offerings and markets in the U.S.
Seed Shares: The eight (8) Shares used to seed the Trust.
Shares: Common shares representing units of undivided beneficial ownership of the Trust.
Shareholders: Holders of Shares.
Sponsor: Bitwise Investment Advisers, LLC, a Delaware limited liability company, which controls the investments and other decisions of the Trust.
Sponsor Agreement: The agreement between the Sponsor and the Trust.
Sponsor Fee: The unitary management fee of 0.34% per annum of the Trust’s Chainlink holdings that the Trust agreed to pay to the Sponsor.
Trade Financing Agreement: The Coinbase Credit Committed Trade Financing Agreement.
Trust: The Bitwise Chainlink ETF.
Trust Agreement: The Amended and Restated Declaration of Trust and Trust Agreement of the Bitwise Chainlink ETF, entered into by the Sponsor and the Trustee.
Trust Chainlink Account: The custody account in the name of the Trust held with the Chainlink Custodian, in which the Trust's Chainlink assets are held.
Trustee: Delaware Trust Company, a Delaware trust company.
U.S.: The United States of America.
21
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
Bitwise Investment Advisers, LLC as Sponsor of Bitwise Chainlink ETF |
||
|
|
|
By: |
/s/ Paul Fusaro |
|
|
Name: |
Paul Fusaro |
|
Title: |
Chief Operating Officer (Principal Executive Officer)* |
|
|
|
By: |
/s/ James Bebrin III |
|
|
Name: |
James Bebrin III |
|
Title: |
Vice President (Principal Financial Officer and Principal Accounting Officer)* |
Date: May 8, 2026
* The registrant is a trust and the persons are signing in their capacities as officers of Bitwise Investment Advisers, LLC, the Sponsor of the registrant.
22
Exhibit 10.1
MARKETING AGENT AGREEMENT
THIS AGREEMENT is made and entered into as of February 2, 2026, and is effective as of December 31, 2025 (the “Effective Date”). This Agreement is by and between Bitwise Investment Advisers, LLC, a Delaware limited liability company in its capacity as sponsor to certain exchange-traded products (the “Sponsor”), for and on behalf of each applicable entity identified in Exhibit B hereto, severally and not jointly (each, a “Trust”) and Foreside Fund Services, LLC, a Delaware limited liability company (“ACA Foreside”).
WHEREAS, the Trust is a statutory trust organized under the laws of the State of Delaware;
WHEREAS, the Trust filed with the U.S. Securities and Exchange Commission (the “SEC”) a Registration Statement for the Trust under the Securities Act of 1933, as amended (the “1933 Act”);
WHEREAS, the Trust intends to create and redeem shares of beneficial interest in the Trust (the “Shares”) only in creation unit aggregations (“Creation Unit”) on a continuous basis, and list the Shares on one or more national securities exchanges;
WHEREAS, the Sponsor desires to retain ACA Foreside to provide certain services in connection with the offering of the Shares (as amended from time to time);
WHEREAS, ACA Foreside is registered as a broker-dealer under the Securities Exchange Act of 1934, as amended (the “1934 Act”), and is a member of the Financial Industry Regulatory Authority, Inc. (“FINRA”);
WHEREAS, the Sponsor desires to retain ACA Foreside to provide certain services to the Trust; and
WHEREAS, ACA Foreside is willing to provide certain services for the Trust on the terms and conditions hereinafter set forth.
NOW THEREFORE, in consideration of the promises and mutual covenants herein contained, and for other good and valuable consideration, the receipt of which is hereby acknowledged, the parties hereto, intending to be legally bound, do hereby agree as follows:
ACA Foreside agrees to serve as the marketing agent of the Trust on the terms and for the period set forth in this Agreement.
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Wherever they are used herein, the following terms have the following respective meanings:
“Prospectus” means the Prospectus and Statement of Additional Information constituting parts of the Registration Statement of the Trust under the 1933 Act as such Prospectus and Statement of Additional Information may be amended or supplemented and filed with the SEC from time to time;
“Registration Statement” means the registration statement most recently filed from time to time by the Trust with the SEC and effective under the 1933 Act, as such registration statement is amended by any amendments thereto at the time in effect;
All other capitalized terms used but not defined in this Agreement shall have the meanings ascribed to such terms in the Registration Statement and the Prospectus.
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As compensation for the services performed by ACA Foreside under this Agreement, Trust shall pay to ACA Foreside the fees and expenses set forth in Exhibit A hereto (as amended from time to time).
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Neither Party shall be liable for any consequential, special or indirect losses or damages suffered by the other Party, whether or not the likelihood of such losses or damages was known by the Party.
Neither party shall be liable for losses, delays, failure, errors, interruption or loss of data occurring directly or indirectly by reason of circumstances beyond its reasonable control, including, without limitation, Acts of Nature (including fire, flood, earthquake, storm, hurricane or other natural disaster); action or inaction of civil or military authority; acts of foreign enemies; war; terrorism; riot; insurrection; sabotage; epidemics; labor disputes; civil commotion; or interruption, loss or malfunction of utilities, transportation, computer or communications capabilities, and the other party shall have no right to terminate this Agreement in such circumstances.
During the term of this Agreement, ACA Foreside and the Trust may have access to non-public confidential information relating to such matters as either party’s business, trade secrets, systems, procedures, manuals, products, contracts, personnel, and clients. As used in this Agreement, “Confidential Information” means non-public or proprietary information belonging to one of the parties that is of value to such party and the disclosure of which could result in a competitive or other disadvantage to such party. Confidential Information includes non-public or proprietary information that may be financial information, proposals and presentations, reports, forecasts, inventions, improvements and other intellectual property; trade secrets; know-how; designs, processes or formulae; software; market or sales information or plans; customer lists; and business plans, prospects and opportunities (such as possible acquisitions or dispositions of businesses or facilities). Confidential Information includes information developed by either party in the course of engaging in the activities provided for in this Agreement, unless: (i) the information is or becomes publicly known through lawful means; (ii) the information is disclosed to the other party without a confidential restriction by a third party who rightfully possesses the information and did not obtain it, either directly or indirectly, from one of the parties, as the case may be, or any of
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their respective principals, employees, affiliated persons, or affiliated entities. The parties understand and agree that all Confidential Information shall be kept confidential by the other both during and after the term of this Agreement. Each party shall maintain commercially reasonable information security policies and procedures for protecting Confidential Information. The parties further agree that they will not, without the prior written approval by the other party, disclose such Confidential Information, or use such Confidential Information in any way, either during the term of this Agreement or at any time thereafter, except (i) as required in the course of this Agreement, (ii) as provided by the other party, or (iii) as required by applicable law, rule, or regulation or (iv) in response to (A) a routine self- regulatory examination or (B) a request for information directed at the receiving party. In the event Distributor becomes aware of critical vulnerabilities in any of its proprietary system(s) in which the Trust’s data is stored or through which the Trust’s data can be accessed, Distributor will use commercially reasonable efforts to mitigate material risks related to such vulnerabilities within 30 days or as promptly thereafter as reasonably practicable.
Any notice required or permitted to be given hereunder by either party to the other shall be deemed sufficiently given if in writing and personally delivered or sent by electronic mail, or registered, certified or overnight mail, postage prepaid, addressed by the party giving such notice to the other party at the address furnished below unless and until modified by ACA Foreside or the Trust, as the case may be. Notice shall be given to each party at the following address, as amended from time to time:
(i) To ACA Foreside: |
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Foreside Fund Services, LLC 190 Middle Street, Suite 301 Portland, ME 04101 Attn: Legal Department Telephone: (207) 553-7110 With a copy to: etp-services@Foreside.com |
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If to the Sponsor and/or the Trust: |
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Except as differently stated below to: Bitwise Investment Advisers, LLC 19 W. 44th Street, Suite 715 New York, NY 10036 Attn: Legal Department
Invoices and any billing related Notices shall be sent to: |
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Bitwise Investment Advisers, LLC 250 Montgomery Street, Suite 200 Attn: Agata McGill
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ACA Foreside and the Trust agree that in the course of ACA Foreside’s services that ACA Foreside may need information from time to time from the transfer agent (“Transfer Agent”) as depicted below. The Trust shall promptly notify ACA Foreside in writing of any changes to the Transfer Agent or its contact information.
Transfer Agent:
THE BANK OF NEW YORK MELLON
240 Greenwich Street
New York, New York 10286
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be binding upon and inure to the benefit of the parties hereto and their respective successors. This Agreement shall be construed as if drafted jointly by both ACA Foreside and the Trust and no presumptions shall arise favoring any party by virtue of authorship of any provision of this Agreement. This Agreement may be executed by the parties hereto in any number of counterparts, and all of the counterparts taken together shall be deemed to constitute one and the same document. Nothing herein contained shall prevent ACA Foreside from entering into similar distribution arrangements or from providing the services contemplated hereunder to other investment companies or investment vehicles. This Agreement has been negotiated and executed by the parties in English. In the event any translation of this Agreement is prepared for convenience or any other purpose, the provisions of the English version shall prevail.
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IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed by a duly authorized officer on one or more counterparts as of the date first above written.
Foreside Fund Services, LLC
By: /s/ Teresa Cowan
Name: Teresa Cowan
Title: President
Bitwise Investment Advisers, LLC, Sponsor, for and on behalf of each Trust listed on Exhibit B
By: /s/ Johanna Collins-Wood
Name: Johanna Collins-Wood
Title: Vice President
Exhibit B
Trust Name
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Bitwise 10 Crypto Index Fund
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Bitwise Bitcoin ETF
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Bitwise Dogecoin ETF
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Bitwise Ethereum ETF
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Bitwise Solana ETF
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Bitwise XRP ETF
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1st AMENDMENT TO
MARKETING AGENT AGREEMENT
This 1st Amendment (this “Amendment”) is entered into as of May 4, 2026 (the “Signing Date”) and effective as of the date specified in Exhibit A to this Amendment with respect to the relevant Trust, or if no such date is specified therein, the Signing Date (the “Effective Date”), by and between:
Foreside Fund Services, LLC, a Delaware limited liability company (“ACA Foreside”); and
Bitwise Investment Advisers, LLC, a Delaware limited liability company in its capacity as sponsor to certain exchange-traded products (the “Sponsor”), for and on behalf of each Trust identified in the Agreement, severally and not jointly.
ACA Foreside and Sponsor are each referred to herein as a “Party,” and collectively as the “Parties.”
WHEREAS, the Parties entered into that certain Marketing Agent Agreement, dated as of February 2, 2026 and effective as of December 31, 2025 (as previously amended, supplemented, or otherwise modified, the “Agreement”); and
WHEREAS, the Parties desire to amend the Agreement as set forth herein;
NOW, THEREFORE, in consideration of the foregoing and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties, intending to be legally bound, hereby agree as follows:
1. Defined Terms. Capitalized terms used but not defined in this Amendment shall have the meanings ascribed to them in the Agreement.
2. Amendments to the Agreement.
(a) Exhibit B: Trust Name of the Agreement is hereby deleted in its entirety and replaced with Exhibit A attached hereto and incorporated herein by reference.
3. Miscellaneous.
(a) Continued Effect. Except as expressly modified by this Amendment, the Agreement shall remain in full force and effect in accordance with its terms. In the event of any conflict between the terms of this Amendment and the terms of the Agreement, the terms of this Amendment shall control. From and after the Effective Date, any reference to the Agreement shall be deemed a reference to the Agreement as amended by this Amendment.
(b) Representations. Each Party represents and warrants to the other Party that (i) it has full power and authority to enter into this Amendment, (ii) this Amendment has been duly authorized by all necessary action and constitutes a legal, valid, and binding obligation of such Party, enforceable against it in accordance with its terms, and (iii) all representations and warranties of such
Party contained in the Agreement are true and correct as of the Effective Date as if made on such date.
(c) Entire Agreement. This Amendment constitutes the entire agreement between the Parties with respect to the subject matter hereof and supersedes all prior and contemporaneous discussions, agreements, and understandings between the Parties, whether oral or written, with respect to such subject matter.
(d) Counterparts; Electronic Signatures. This Amendment may be executed in any number of counterparts, each of which shall be deemed an original and all of which together shall constitute one and the same agreement. Executed counterparts may be delivered by email or other electronic means. An electronic signature (including any image, representation, or symbol inserted into an electronic copy of this Amendment by electronic, digital, or other technological methods) shall be deemed an original signature and shall be binding to the same extent as a manually executed original.
(e) Governing Law. This Amendment shall be governed by and construed in accordance with the governing law provisions of the Agreement, which are incorporated herein by reference and shall apply to this Amendment as if set forth herein in full.
(f) Headings. The headings used in this Amendment are for convenience of reference only and shall not affect the construction or interpretation of this Amendment.
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IN WITNESS WHEREOF, the Parties have executed this Amendment as of the Effective Date.
FORESIDE FUND SERVICES, LLC By: /s/ Teresa Cowan Name: Teresa Cowan Title: President Date: 04/05/2026 |
BITWISE INVESTMENT ADVISERS, LLC, on behalf of each Trust By: /s/ Johanna Collins-Wood Name: Johanna Collins-Wood Title: Vice President Date: 04/05/2026 |
EXHIBIT A
Trust Name |
Effective Date |
Bitwise 10 Crypto Index ETF |
December 31, 2025 |
Bitwise Bitcoin ETF |
December 31, 2025 |
Bitwise Dogecoin ETF |
December 31, 2025 |
Bitwise Ethereum ETF |
December 31, 2025 |
Bitwise Solana Staking ETF |
December 31, 2025 |
Bitwise XRP ETF |
December 31, 2025 |
Bitwise Chainlink ETF |
January 13, 2026 |
Bitwise Avalanche ETF |
April 14, 2026 |
Bitwise Hyperliquid ETF |
At launch1 |
1 This Amendment shall become effective with respect to the Bitwise Hyperliquid ETF upon the date of its launch, given that such Trust has not yet commenced operations as of the Signing Date.
Exhibit 31.1
CERTIFICATION OF PRINCIPAL EXECUTIVE OFFICER PURSUANT TO RULE 13a-14(a)
AND 15d-14(a) UNDER THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED, AS ADOPTED PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002
I, Paul Fusaro, certify that:
Date: May 8, 2026 |
By |
/s/ Paul Fusaro |
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Name: |
Paul Fusaro* |
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Title: |
Chief Operating Officer (Principal Executive Officer) |
* The registrant is a trust and Paul Fusaro is signing in his capacity as Principal Executive Officer of Bitwise Investment Advisers, LLC, the sponsor of the Trust.
Exhibit 31.2
CERTIFICATION OF PRINCIPAL FINANCIAL AND ACCOUNTING OFFICER PURSUANT TO RULE 13a-14(a)
AND 15d-14(a) UNDER THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED, AS ADOPTED PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002
I, James Bebrin III, certify that:
Date: May 8, 2026 |
By |
/s/ James Bebrin III |
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Name: |
James Bebrin III* |
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Title: |
Vice President (Principal Financial Officer and Principal Accounting Officer) |
* The registrant is a trust and James Bebrin III is signing in his capacity as Principal Financial Officer and Principal Accounting Officer of Bitwise Investment Advisers, LLC, the sponsor of the Trust.
Exhibit 32.1
CERTIFICATION PURSUANT TO
18 U.S.C. SECTION 1350
AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
In connection with the Quarterly Report of Bitwise Chainlink ETF (the “Trust”) on Form 10-Q for the period ending March 31, 2026, as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Paul Fusaro, the Chief Operating Officer and Secretary of Bitwise Investment Advisers, LLC, the sponsor of the Trust, hereby certify, to the best of my knowledge, that:
Date: May 8, 2026 |
By |
/s/ Paul Fusaro |
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Name: |
Paul Fusaro* |
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Title: |
Chief Operating Officer (Principal Executive Officer) |
* The registrant is a trust and Paul Fusaro is signing in his capacity as Principal Executive Officer of Bitwise Investment Advisers, LLC, the sponsor of the Trust.
Exhibit 32.2
CERTIFICATION PURSUANT TO
18 U.S.C. SECTION 1350
AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
In connection with the Quarterly Report of Bitwise Chainlink ETF (the “Trust”) on Form 10-Q for the period ending March 31, 2026, as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, James Bebrin III, Vice President of Bitwise Investment Advisers, LLC, the sponsor of the Trust, hereby certify, to the best of my knowledge, that:
Date: May 8, 2026 |
By |
/s/ James Bebrin III |
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Name: |
James Bebrin III* |
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Title: |
Vice President (Principal Financial Officer and Principal Accounting Officer) |
* The registrant is a trust and James Bebrin III is signing in his capacity as Principal Financial Officer and Principal Accounting Officer of Bitwise Investment Advisers, LLC, the sponsor of the Trust.