8-K

UNITED

STATES

SECURITIES

AND EXCHANGE COMMISSION

Washington,

D.C. 20549

FORM

8-K

CURRENT

REPORT

Pursuant

to Section 13 or 15(d) of The Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): January 9, 2026

OspreyBitcoin Trust

(Exact name of registrant as specified in its charter)

777Brickell Avenue

Suite500

Miami,FL 33131

(Address of principal executive offices) (Zip Code)

(914)214-4697

(Registrant’s telephone number, including area code)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligations of the registrant under any of the following provisions:

Securities registered pursuant to Section 12(b) of the Act: None.

Indicate by check mark whether the registrant is an emerging growth company as defined in as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☒

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 pursuant to Section 13(a) of the Exchange Act. ☐

Item1.01. Entry into a Material Definitive Agreement.

On January 9, 2026, Osprey Funds, LLC, the sponsor (the “Sponsor”) of Osprey Bitcoin Trust (the “Trust”), and Delaware Trust Company entered into an amendment (the “Amendment”) to the Third Amended and Restated Declaration of Trust and Trust Agreement (the “Trust Agreement”) to update the order placement time of Purchase and Redemption Orders, as defined therein, from 6:00 p.m., Eastern Time on the Business Day prior to the trade date to 5:30 p.m. Eastern Time on the Business Day prior to the trade date for cash orders.

The foregoing description is a summary, does not purport to be a complete description of the Amendment, and is subject to, and qualified entirely by reference to, the full text of the Amendment, which is filed as Exhibit 1.01 to this Current Report on Form 8-K and incorporated by reference herein.

Item9.01. Financial Statements and Exhibits

(d) Exhibits

The exhibit listed in the following Exhibit Index is filed as part of this Current Report on Form 8-K.

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, thereto duly authorized.

Dated: January 12, 2026

^*^ The Registrant is a trust and the identified person signing this report is signing in their capacity as an authorized officer of Osprey Funds, LLC, the Sponsor of the Registrant.

Exhibit1.01

AMENDMENTTO TRUST AGREEMENT

This Amendment (the “Amendment”) to the Third Amended and Restated Declaration of Trust and Trust Agreement of Osprey Bitcoin Trust, by and among Osprey Funds, LLC, a Delaware limited liability company (“Sponsor”), Delaware Trust Company (“Trustee”), and the Shareholders, dated as of December 18, 2025 (the “Trust Agreement”) is dated and effective as of January 9, 2026. Capitalized terms used herein and not otherwise defined shall have the meanings ascribed to them in the Trust Agreement.

WHEREAS, Section 10.1 of the Trust Agreement provides that the Sponsor may amend the Trust Agreement without the consent of Shareholders, subject to certain exceptions, including without limitation that the Sponsor deems the amendment necessary or advisable and the amendment in not materially adverse to the interest of Shareholders;

WHEREAS, the Sponsor deems it necessary or advisable to amend the Trust Agreement to facilitate the placement of cash Purchase and Redemption Orders and to make corresponding changes to the Trust Agreement, which changes in each case are not adverse to the interests of Shareholders;

NOW, THEREFORE, in consideration of the mutual covenants contained in this Agreement, and for other good and valuable consideration the receipt and adequacy of which are hereby acknowledged, the parties hereto agree to amend the Trust Agreement as follows:

Section 3.3(a) of the Trust Agreement is hereby amended to update the cutoff time for cash Purchase Orders for the Creation and Issuance of Baskets from 6:00 p.m., Eastern Time on the Business Day prior to the Purchase Order Date, to 5:30 p.m., Eastern Time, so the third sentence of Section 3.3(a) now reads as follows: “For purposes of processing Purchase and Redemption Orders (and otherwise under this Trust Agreement), Purchase Orders must be placed by 3:59 p.m., Eastern Time for in-kind orders on the Purchase Order Date, or 5:30 p.m., Eastern Time on the Business Day prior to the Purchase Order Date for cash orders.”

Section 6.1(b)(i) of the Trust Agreement is hereby amended to update the cutoff time for cash Redemption Orders for Redemption Baskets from 6:00 p.m., Eastern Time on the Business Day prior to the Purchase Order Date, to 5:30 p.m., Eastern Time, so the third sentence of Section 6.1(b)(i) now reads as follows: “Redemption Orders must be placed by 3:59 p.m. Eastern Time for in-kind orders, or 5:30 p.m., Eastern Time on the Business Day prior to the Purchase Order Date (defined below) for cash orders.”

All other terms and conditions of the Trust Agreement not hereby amended shall otherwise remain unchanged and in full force and effect.

IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be duly executed by their respective authorized signatories as of the date first indicated above.