OBTC 10-K

Osprey Bitcoin Trust (OBTC)

10-K 2026-04-01 For: 2025-12-31

View Original

Added on April 06, 2026

Title of each class		Trading symbol(s)		Name of each exchange on which registered
Shares of Beneficial Interest of Osprey Bitcoin Trust		OBTC		The Nasdaq Stock Market LLC

Large accelerated filer	☐	Accelerated filer	☐
Non-accelerated filer	☒	Smaller reporting company	☒
		Emerging growth company	☒

		Page

GLOSSARY OF DEFINED TERMS		i

CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS		vi

PART I		1

ITEM 1.	BUSINESS	1

ITEM 1A.	RISK FACTORS	31

ITEM 1B.	UNRESOLVED STAFF COMMENTS	61

ITEM 1C.	CYBERSECURITY	61

ITEM 2.	PROPERTIES	61

ITEM 3.	LEGAL PROCEEDINGS	61

ITEM 4.	MINE SAFETY DISCLOSURES	61

PART II		62

ITEM 5.	MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES	62

ITEM 6.	RESERVED	62

ITEM 7.	MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS	63

ITEM 7A.	QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK	65

ITEM 8.	FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA	65

ITEM 9.	CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE	65

ITEM 9A.	CONTROLS AND PROCEDURES	65

ITEM 9B.	OTHER INFORMATION	65

ITEM 9C.	DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS	65

PART III		66

ITEM 10.	DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE	66

ITEM 11.	EXECUTIVE COMPENSATION	66

ITEM 12.	SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS	66

ITEM 13.	CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE	67

ITEM 14.	PRINCIPAL ACCOUNTANT FEES AND SERVICES	68

PART IV		69

ITEM 15.	EXHIBITS AND FINANCIAL STATEMENT SCHEDULES	69

ITEM 16.	FORM 10-K SUMMARY	69

	●	All Relevant Transactions that are executed between 3:00 p.m. and 4:00 p.m. New York time are added to a joint list, recording the trade price and size for each transaction.

	●	The list is partitioned into a number of equally sized, twelve individual time intervals of five-minute length.

	●	For each of the twelve partitions separately, the volume-weighted median trade price is calculated from the trade prices and sizes of all Relevant Transactions, i.e., across all Constituent Bitcoin Platforms. A volume-weighted median differs from a standard median in that a weighting factor, in this case trade size, is factored into the calculation.

	●	The Index is then given by the equally-weighted average of the volume-weighted medians of all partitions.

	●	Input Data Policy: The Input Data Policy governs the data that the Index Administrator uses in benchmark determinations.

	●	Surveillance Policy: The Surveillance Policy governs Benchmark Surveillance, which is accomplished through a series of measures that are the product of an analysis of the Benchmark Administrator’s methodologies and their susceptibility to manipulation.

	●	Conflicts of Interest Policy: The Conflicts of Interest Policy governs the measures by which the Index Administrator identifies, records, mitigates, and escalates potential and actual conflicts of interest that might impact the integrity of the benchmarks.

	●	Governance & Oversight Framework: This framework sets forth the measures by which the Index Administrator manages the benchmark life cycle including the relevant junctures where Oversight Committee notification, escalation, review and resolution is relevant and required including the manner in which the Benchmark Administrator identifies risks to benchmark integrity and the processes and procedures it follows to mitigate and eliminate such risks.

	2.	The platform has policies to ensure fair and transparent market conditions at all times and has processes in place to identify and impede illegal, unfair or manipulative trading practices.

	3.	The platform does not impose undue barriers to entry or restrictions on market participants, and utilizing the platform does not expose market participants to undue credit risk, operational risk, legal risk or other risks.

	4.	The platform complies with applicable law and regulations, including, but not limited to, capital markets regulations, money transmission regulations, client money custody regulations, KYC regulations and anti-money laundering regulations.

	5.	The platform cooperates with inquiries and investigations of regulators and the Index Administrator upon request and must execute data sharing agreements with CME Group.

	●	Crypto.com Exchange: Crypto.com Exchange is the product name of FORIS DAX, a Singapore based company that is licensed as a Major Payment Institution by the Monetary Authority of Singapore.

	●	Bitstamp: A U.K.-based platform registered as a money services business with FinCEN and licensed as a virtual currency business under the NYDFS BitLicense as well as money transmitter in various U.S. states. It is also regulated as a Payments Institution within the European Union and is registered as a Crypto Asset business with the UK FCA.

	●	Bullish: A Gibraltar-based platform regulated by the Gibraltar Financial Services Commission (‟GFSCˮ) operated by Bullish (GI) Limited as a DLT.

	●	Coinbase: A U.S.-based platform registered as a money services business with FinCEN and licensed as a virtual currency business under the NYDFS BitLicense as well as a money transmitter in various U.S. states. Subsidiaries operating internationally are further regulated as an e-money provider (Republic of Ireland, Central Bank of Ireland) and Major Payment Institution (Singapore, Monetary Authority of Singapore).

	●	Kraken: A U.S.-based platform that is registered as a money services business with FinCEN in various U.S. states, Kraken is registered with the FCA as a Crypto Asset Business and is authorized by the Central Bank of Ireland as a virtual asset service provider. Kraken also holds a variety of other licenses and regulatory approvals, including from the Canadian Securities Administrators.

	●	itBit: A U.S.-based platform that is licensed as a virtual currency business under the NYDFS BitLicense. It is also registered with FinCEN as a money services business and is licensed as a money transmitter in various U.S. states.

	●	LMAX Digital: A Gibraltar based platform regulated by the GFSC as a DLT provider for execution and custody services. LMAX Digital does not hold a BitLicense and is part of LMAX Group, a U.K-based operator of a FCA regulated Multilateral Trading Facility and Broker-Dealer.

	●	Gemini: A U.S.-based platform that is licensed as a virtual currency business under the NYDFS BitLicense. It is also registered with FinCEN as a money services business and is licensed as a money transmitter in various U.S. states. It is also registered with the FCA as a Crypto Asset Business.

Aggregate Trading Volume of BTC-USD Markets of Constituent Platforms
Period	Bitstamp		Bullish Global		Coinbase		Crypto.com*		Gemini		itBit		Kraken		LMAX Digital
2025 Q1		14,477,591,026		15,621,692,912		94,635,582,496		437,288,895		7,306,366,610		1,101,275,922		17,525,260,799		9,804,590,131
2025 Q2		10,585,362,523		9,065,766,963		62,097,548,243		60,060,401,437		4,607,793,882		908,793,981		12,383,175,403		7,867,820,828
2025 Q3		15,577,871,806		3,993,245,940		82,586,972,012		62,328,764,021		4,709,972,379		890,513,833		12,265,610,700		9,758,238,679
2025 Q4		23,272,669,351		9,557,076,628		78,293,912,816		105,086,222,287		3,964,106,275		1,037,472,441		18,126,225,065		10,668,812,131

Bitcoin Trading Platform Market Share of BTC-USD Trading
Period	Bitstamp			Bullish Global			Coinbase			Crypto.com			Gemini			itBit			Kraken			LMAX Digital
2025 Q1		9.00	%		9.71	%		58.81	%		0.27	%		4.54	%		0.68	%		10.89	%		6.09	%
2025 Q2		6.32	%		5.41	%		37.06	%		35.84	%		2.75	%		0.54	%		7.39	%		4.70	%
2025 Q3		8.11	%		2.08	%		42.99	%		32.44	%		2.45	%		0.46	%		6.38	%		5.08	%
2025 Q4		9.31	%		3.82	%		31.32	%		42.03	%		1.59	%		0.41	%		7.25	%		4.27	%

	●	a U.S. federal or state regulator requires the Trust to shut down or forces the Trust to liquidate its Bitcoin or seizes, impounds or otherwise restricts access to Trust assets;

	●	the Trust is determined to be a “money services business” under the regulations promulgated by FinCEN under the authority of the BSA and is required to comply with certain FinCEN regulations thereunder, and the Sponsor has made the determination that dissolution of the Trust is advisable;

	●	the Trust is required to obtain a license or make a registration under any state law regulating money transmitters, money services businesses, providers of prepaid or stored value, virtual currency businesses or similar entities, and the Sponsor has made the determination that dissolution of the Trust is advisable;

	●	any ongoing event exists that either prevents the Trust from making or makes impractical the Trust’s reasonable efforts to make a fair determination of the Bitcoin Market Price;

	●	any ongoing event exists that either prevents the Trust from converting or makes impractical the Trust’s reasonable efforts to convert Bitcoin to U.S. dollars;

	●	the filing of a certificate of dissolution or revocation of the Sponsor’s charter (and the expiration of 90 days after the date of notice to the Sponsor of revocation without a reinstatement of its charter) or upon an Event of Withdrawal unless at the time there is at least one remaining Sponsor; or

	●	the Bitcoin Custodian resigns or is removed without replacement.

	●	the SEC determines that the Trust is an investment company required to be registered under the Investment Company Act;

	●	the CFTC determines that the Trust is a commodity pool under the Commodity Exchange Act;

	●	the Trust becomes insolvent or bankrupt;

	●	all of the Trust’s assets are sold;

	●	the determination of the Sponsor that the aggregate net assets of the Trust in relation to the operating expenses of the Trust make it unreasonable or imprudent to continue the activities of the Trust;

	●	the Sponsor receives notice from the IRS or from counsel for the Trust or the Sponsor that the Trust fails to qualify for treatment, or will not be treated, as a grantor trust under the Internal Revenue Code of 1986, as amended; or

	●	if the Trustee notifies the Sponsor of the Trustee’s election to resign and the Sponsor does not appoint a successor trustee within 60 days, the Trust will dissolve.

	●	an individual who is a citizen or resident of the United States;

	●	a corporation created or organized in or under the laws of the United States, any state thereof or the District of Columbia;

	●	an estate, the income of which is includible in gross income for U.S. federal income tax purposes regardless of its source; or

	●	a trust, if a court within the United States is able to exercise primary supervision over the administration of the trust and one or more United States persons have the authority to control all substantial decisions of the trust.

	●	a non-resident alien individual;

	●	a foreign corporation; or

	●	an estate or trust whose income is not subject to U.S. federal income tax on a net income basis.

●	Digital asset networks, including the Bitcoin network, and the software used to operate them are in the early stages of development. Given the recentness of the development of digital asset networks, digital assets may not function as intended and parties may be unwilling to use digital assets, which would dampen the growth, if any, of digital asset networks. Because Bitcoin is a digital asset, the value of the Shares is subject to a number of factors relating to the fundamental investment characteristics of digital assets, including the fact that digital assets are bearer instruments and loss, theft, compromise, or destruction of the associated private keys could result in permanent loss of the asset.

●	Digital assets, including Bitcoin, are controllable only by the possessor of both the unique public key and private key or keys relating to the Bitcoin network address, or “wallet,” at which the digital asset is held. Private keys must be safeguarded and kept private in order to prevent a third-party from accessing the digital asset held in such wallet. The loss, theft, compromise or destruction of a private key required to access a digital asset may be irreversible. If a private key is lost, stolen, destroyed or otherwise compromised and no backup of the private key is accessible, the owner would be unable to access the digital asset corresponding to that private key and the private key will not be capable of being restored by the digital asset network resulting in the total loss of the value of the digital asset linked to the private key.

●	Digital asset networks are dependent upon the internet. A disruption of the internet or a digital asset network, such as the Bitcoin network, would affect the ability to transfer digital assets, including Bitcoin, and, consequently, their value.

●	The acceptance of software patches or upgrades by a significant, but not overwhelming, percentage of the users and miners in a digital asset network, such as the Bitcoin network, could result in a “fork” in such network’s blockchain, including the Bitcoin blockchain, resulting in the operation of multiple separate networks.

●	Governance of the Bitcoin network is by voluntary consensus and open competition. As a result, there may be a lack of consensus or clarity on the governance of the Bitcoin network, which may stymie the Bitcoin network’s utility and ability to grow and face challenges. In particular, it may be difficult to find solutions or marshal sufficient effort to overcome any future problems on the Bitcoin network, especially long-term problems.

●	Over the past decade, Bitcoin mining operations have evolved from individual users mining with computer processors, graphics processing units and first-generation application specific integrated circuit machines to “professionalized” mining operations using proprietary hardware or sophisticated machines. If the profit margins of Bitcoin mining operations are not sufficiently high, including due to an increase in electricity costs or a decline in the market price of Bitcoin, or if Bitcoin mining operations are unable to arrange alternative sources of financing (e.g., if lenders refuse to make loans to such miners), Bitcoin miners are more likely to immediately sell more Bitcoin than they otherwise would, resulting in an increase in liquid supply of Bitcoin, which would generally tend to reduce Bitcoin’s market price.

●	To the extent that any miners cease to record transactions that do not include the payment of a transaction fee in solved blocks or do not record a transaction because the transaction fee is too low, such transactions will not be recorded on the Bitcoin blockchain until a block is mined by a miner who does not require the payment of transaction fees or is willing to accept a lower fee. Any widespread delays in the recording of transactions could result in a loss of confidence in a digital asset network.

●	Digital asset mining operations can consume significant amounts of electricity, which may have a negative environmental impact and give rise to public opinion against allowing, or government regulations restricting, the use of electricity for mining operations. Additionally, miners may be forced to cease operations during an electricity shortage or power outage, or if electricity prices increase where the mining activities are performed.

●	Many digital asset networks, including the Bitcoin network, face significant scaling challenges and may periodically be upgraded with various features designed to increase the speed and throughput of digital asset transactions. These attempts to increase the volume of transactions may not be effective, and such upgrades may fail, resulting in potentially irreparable damage to the Bitcoin network and to the value of Bitcoin.

●	The open-source structure of many digital asset network protocols, such as the protocol for the Bitcoin network, means that developers and other contributors are generally not directly compensated for their contributions in maintaining and developing such protocols. As a result, the developers and other contributors of a particular digital asset may lack a financial incentive to maintain or develop the network, or may lack the resources to adequately address emerging issues. Alternatively, some developers may be funded by companies whose interests are at odds with other participants in a particular digital asset network. A failure to properly monitor and upgrade the protocol of the Bitcoin network could damage that network.

●	Moreover, in the past, flaws in the source code for digital assets have been exposed and exploited, including flaws that disabled some functionality for users, exposed users’ personal information and/or resulted in the theft of users’ digital assets. The cryptography underlying Bitcoin could prove to be flawed or ineffective, or developments in mathematics and/or technology, including advances in digital computing, algebraic geometry and quantum computing, could result in such cryptography becoming ineffective. In any of these circumstances, a malicious actor may be able to compromise the security of the Bitcoin network or take the Trust’s Bitcoin, which would adversely affect the value of the Shares. Moreover, functionality of the Bitcoin network may be negatively affected such that it is no longer attractive to users, thereby dampening demand for Bitcoin. Even if another digital asset other than Bitcoin were affected by similar circumstances, any reduction in confidence in the source code or cryptography underlying digital assets generally could negatively affect the demand for digital assets and therefore adversely affect the value of the Shares.

	●	Bitcoin has only recently become selectively accepted as a means of payment by retail and commercial outlets, and use of Bitcoin by consumers to pay such retail and commercial outlets remains limited. Banks and other established financial institutions may refuse to process funds for Bitcoin transactions; process wire transfers to or from digital asset platforms, Bitcoin-related companies or service providers; or maintain accounts for persons or entities transacting in Bitcoin. As a result, the price of Bitcoin may be influenced to a significant extent by speculators and miners, thus contributing to price volatility that makes retailers less likely to accept it as a form of payment in the future.

	●	Banks may not provide banking services, or may cut off banking services, to businesses that provide digital asset-related services or that accept digital assets as payment, which could dampen liquidity in the market and damage the public perception of digital assets generally or any one digital asset in particular, such as Bitcoin, and their or its utility as a payment system, which could decrease the price of digital assets generally or individually. Further, the lack of availability of banking services could prevent the Trust from being able to complete creations and redemptions of Baskets, the timely liquidation of Bitcoin and withdrawal of assets from the Bitcoin Custodian even if the Sponsor determined that such liquidation was appropriate or suitable, or otherwise disrupt the Trust’s operations.

	●	Certain privacy-preserving features have been or are expected to be introduced to digital asset networks, such as the Bitcoin network, and platforms or businesses that facilitate transactions in Bitcoin may be at an increased risk of criminal or civil lawsuits, or of having banking services cut off if there is a concern that these features interfere with the performance of anti-money laundering duties and economic sanctions checks or facilitate illicit financing or crime.

	●	Users, developers and miners may otherwise switch to or adopt certain digital assets at the expense of their engagement with other digital asset networks, which may negatively impact those networks, including the Bitcoin network.

	●	an increase in the global Bitcoin supply or a decrease in global Bitcoin demand;

	●	market conditions of, and overall sentiment towards, the digital assets and blockchain technology industry;

	●	trading activity on digital asset platforms, which, in many cases, is largely unregulated or may be subject to manipulation;

	●	the adoption of Bitcoin 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 Bitcoin network, and their ability to meet user demands;

	●	manipulative trading activity on digital asset platforms, which, in many cases, is largely unregulated;

	●	forks in the Bitcoin network;

	●	investors’ expectations with respect to interest rates, the rates of inflation of fiat currencies or Bitcoin, and digital asset exchange rates;

	●	consumer preferences and perceptions of Bitcoin specifically and digital assets generally;

	●	negative events, publicity, and social media coverage relating to the digital assets and blockchain technology industry;

	●	fiat currency withdrawal and deposit policies on digital asset platforms;

	●	the liquidity of digital asset markets and any increase or decrease in trading volume or market making on digital asset markets;

	●	business failures, bankruptcies, hacking, fraud, crime, government investigations, or other negative developments affecting digital asset businesses, including digital asset platforms, or banks or other financial institutions and service providers which provide services to the digital assets industry;

	●	the use of leverage in digital asset markets, including the unwinding of positions, “margin calls,” collateral liquidations and similar events;

	●	investment and trading activities of large or active consumer and institutional users, speculators, miners, and investors in Bitcoin;

	●	an active derivatives market for Bitcoin or for digital assets generally;

	●	monetary policies of governments, legislation or regulation, trade restrictions, currency devaluations and revaluations and regulatory measures or enforcement actions, if any, that restrict the use of Bitcoin as a form of payment or the purchase of Bitcoin on the digital asset markets;

	●	global or regional political, economic or financial conditions, events and situations;

	●	fees associated with processing a Bitcoin transaction and the speed at which Bitcoin transactions are settled;

	●	the maintenance, troubleshooting, and development of the Bitcoin network including by miners and developers worldwide;

	●	the ability for the Bitcoin network to attract and retain miners to secure and confirm transactions accurately and efficiently;

	●	ongoing technological viability and security of the Bitcoin network and Bitcoin transactions, including vulnerabilities against hacks and scalability;

	●	financial strength of market participants;

	●	the availability and cost of funding and capital;

	●	the liquidity and credit risk of digital asset platforms;

	●	interruptions in service from or closures or failures of major digital asset platforms or their banking partners, or outages or system failures affecting the Bitcoin network;

	●	decreased confidence in digital assets and digital assets platforms;

	●	poor risk management or fraud by entities in the digital assets ecosystem;

	●	increased competition from other forms of digital assets or payment services; and

	●	the Trust’s own acquisitions or dispositions of Bitcoin, since there is no limit on the number of Bitcoin that the Trust may acquire.

	●	unanticipated problems or issues with respect to the mechanics of the Trust’s operations and the trading of the Shares may arise, in particular due to the fact that the mechanisms and procedures governing the creation and redemption of the Shares in exchange for Bitcoin or cash, offering of the Shares and storage of Bitcoin have been developed specifically for this product;

	●	the Trust could experience difficulties in operating and maintaining its technical infrastructure, including in connection with expansions or updates to such infrastructure, which are likely to be complex and could lead to unanticipated delays, unforeseen expenses and security vulnerabilities;

	●	the Trust could experience unforeseen issues relating to the performance and effectiveness of the security procedures used to protect the Trust’s account with the Bitcoin Custodian, or the security procedures may not protect against all errors, software flaws or other vulnerabilities in the Trust’s technical infrastructure, which could result in theft, loss or damage of its assets;

	●	service providers may default on or fail to perform their obligations or deliver services under their contractual agreements with the Trust, or decide to terminate their relationships with the Trust, for a variety of reasons, which could affect the Trust’s ability to operate; or

	●	if the Bitcoin network introduces privacy enhancing features in the future, service providers may decide to terminate their relationships with the Trust due to concerns that the introduction of privacy enhancing features to the Bitcoin network may increase the potential for Bitcoin to be used to facilitate crime, exposing such service providers to potential reputational harm.

	●	exemption from the auditor attestation requirements under Section 404(b) of the Sarbanes-Oxley Act;

	●	reduced disclosure obligations regarding executive compensation in the Trust’s periodic reports and audited financial statements in this Annual Report;

	●	exemptions from the requirements of holding advisory “say-on-pay” votes on executive compensation and shareholder advisory votes on “golden parachute” compensation; and

	●	exemption from any rules requiring mandatory audit firm rotation and auditor discussion and analysis and, unless otherwise determined by the SEC, any new audit rules adopted by the PCAOB.

	●	The Trust is not actively managed and no attempt will be made to protect against or to take advantage of fluctuations in the prices of Bitcoin. Consequently, if the Trust incurs expenses in U.S. dollars, the Trust’s Bitcoin may be sold at a time when the values of the disposed assets are low, resulting in a negative impact on the value of the Shares.

	●	Because the Trust does not generate any income, every time that the Trust pays expenses, it delivers Bitcoin to the Sponsor or sells Bitcoin. Any sales of the Trust’s assets in connection with the payment of expenses will decrease the amount of the Trust’s assets represented by each Share each time its assets are sold or transferred to the Sponsor.

	●	the Sponsor has no fiduciary duties to, and is allowed to take into account the interests of parties other than, the Trust and its Shareholders in resolving conflicts of interest, provided the Sponsor does not act in bad faith;

	●	the Trust has agreed to indemnify the Sponsor, the Trustee, and their respective affiliates pursuant to the Trust Agreement;

	●	the Sponsor is responsible for allocating its own limited resources among different clients and potential future business ventures, to each of which it may owe fiduciary duties;

	●	the Sponsor and its staff also service affiliates of the Sponsor, and may also service other digital asset investment vehicles, and their respective clients and cannot devote all of its, or their, respective time or resources to the management of the affairs of the Trust;

	●	the Sponsor, its affiliates and their officers and employees are not prohibited from engaging in other businesses or activities, including those that might be in direct competition with the Trust;

	●	affiliates of the Sponsor may start to have substantial direct investments in Bitcoin, stablecoins (such as USDC), or other digital assets or companies in the digital assets ecosystem that they are permitted to manage taking into account their own interests without regard to the interests of the Trust or its Shareholders, and any increases, decreases or other changes in such investments could affect the Index and, in turn, the value of the Shares;

	●	the Sponsor decides whether to retain separate counsel, accountants or others to perform services for the Trust; and

	●	the Sponsor may appoint an agent to act on behalf of the Shareholders which may be the Sponsor or an affiliate of the Sponsor.

Period of Redemption	Total Number of Shares Redeemed		Average Price Paid per Share
October 1, 2025 to October 31, 2025		—	$	—
November 1, 2025 to November 30, 2025		—		—
December 1, 2025 to December 31, 2025		1,080,000		28.37
Total		1,080,000	$	28.37

Period	Average		High		Date	Low		Date	End of period
From January 3, 2019 to December 31, 2019	$	7,379.15	$	13,724.33	6/26/2019	$	3,358.67	2/7/2019	$	7,153.38
Year ended December 31, 2020		11,131.27		29,026.66	12/31/2020		4,956.92	3/16/2020		29,026.66
Year ended December 31, 2021		47,524.08		67,371.70	11/9/2021		29,785.71	7/20/2021		45,867.86
Year ended December 31, 2022		28,203.59		47,982.33	3/28/2022		15,766.93	11/21/2022		16,561.21
Year ended December 31, 2023		28,831.18		44,422.02	12/8/2023		16,655.42	1/3/2023		42,014.39
Year ended December 31, 2024		65,878.39		106,716.00	12/17/2024		39,120.89	1/23/2024		93,393.01
Year ended December 31, 2025		101,739.77		125,492.00	10/6/2025		76,766.00	4/8/2025		87,315.53
January 3, 2019 (the inception of the Trust’s operations) to December 31, 2025	$	41,482.46	$	125,492.00	10/6/2025	$	3,358.67	2/7/2019	$	87,315.53

High				Low
OTC Markets		NAV per Share		OTC Markets		NAV per Share

	2/16/2021		10/6/2025		11/18/2022		11/21/2022
$	56.39	$	40.56	$	3.00	$	5.28

Name and Age	Position(s) Held with the Sponsor	Length of Time Served	Principal Occupation(s) During the Past Five Years
Gregory D. King (51)	President and Chief Executive Officer	October 2018-Present	Gregory is the Founder and CEO of the Sponsor since its inception in October 2018. Gregory is also the founder and CEO of REX Financial. In 2009, Gregory co-founded VelocityShares, LLC, a provider of alternative exchange-traded products, partnering with Credit Suisse as product issuer. VelocityShares was acquired by Janus Capital in 2014. During his career, Gregory has created and launched over 100 exchange traded funds and notes for Barclays, Credit Suisse, Global X Funds, VelocityShares, REX Shares, and the Sponsor. Gregory received a master’s in business administration from the University of California, Davis, and is a CFA Charter holder. He has been an investor in Bitcoin since 2013.
Robert Rokose (55)	Chief Financial Officer and Treasurer	March 2020-Present	Robert has served Treasurer and CFO of the Sponsor since March 2020. He is also CFO and Chief Compliance Officer of REX Financial Robert has twenty-eight years of accounting and financial services experience. His previous roles include CFO of U.S. Funds at JP Morgan Asset Management, Managing Director and CFO for PIMCO/Allianz Funds and Assistant Vice President & Assistant Controller of publicly held Lexington Global Asset Managers. Robert has served as a Financial Services Consultant and has acted in that role since November 2016. From May 2014 to October 2016, Robert was CFO and Treasurer of AccuShares Investment Management where he led all financial accounting and reporting for the organization. Robert is a Certified Public Accountant, licensed in the state of New York. He has an undergraduate degree from Pace University and a master’s in business administration from the University of Connecticut.
Gregory Collett (54)	General Counsel	November 2024-Present	Gregory Collett has served as General Counsel of the Sponsor since November 2024. Prior to joining the Sponsor, Gregory was General Counsel of SwapGlobal, Inc., a crypto-focused derivatives dealer from July 2023 to November 2025. Prior to that, he was President of BlockFi \| NB, a joint venture between Neuberger Berman and BlockFi to launch crypto-focused asset management products from February 2021 to June 2023.

	2025		2024
Audit fees	$	322,900	$	154,230
Audit-related fees		—		—
Tax fees		—		—
All other fees		—		—
Total	$	322,900	$	154,230

Signature	Title	Date

/s/ Gregory D. King	Chief Executive Officer (Principal Executive Officer)*	March 31, 2026
Gregory D. King

/s/ Robert J. Rokose	Chief Financial Officer and Treasurer (Principal Financial Officer and Principal Accounting Officer)*	March 31, 2026
Robert J. Rokose

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, 2024		F-3
Schedules of Investment for December 31, 2025 and December 31, 2024		F-4
Statements of Operations for Years Ended December 31, 2025 and 2024		F-5
Statements of Changes in Net Assets for Years Ended December 31, 2025 and 2024		F-6
Notes to Financial Statements		F-7


ASSETS	December 31, 2025			December 31, 2024
Investment in Bitcoin, at fair value (cost $71,478,740 and $72,751,781, respectively)	$	136,691,305		$	180,982,533
Cash		67,999			322
Other Assets		1,559			62,381
Total Assets		136,760,863			181,045,236

LIABILITIES
Management Fee Payable		65,248			75,278
Due to Sponsor		-			322
Other Payable		-			190,153
Total Liabilities		65,248			265,753

NET ASSETS	$	136,695,615		$	180,779,483

NET ASSETS CONSIST OF:
Paid-in Capital	$	76,978,282		$	76,978,282
Redemptions		(84,692,894	)		(54,057,318	)
Accumulated net investment loss		(7,071,876	)		(4,939,041	)
Accumulated net realized gain on investment in Bitcoin		86,265,148			54,558,562
Accumulated net change in unrealized appreciation on investment in Bitcoin		65,216,955			108,238,998
Net Assets	$	136,695,615		$	180,779,483

Shares outstanding (unlimited authorized)		4,860,536			5,940,536
Net asset value per Share	$	28.12		$	30.43

	Units		Fair Value		Percentage of Net Assets
	Units		Fair Value		Percentage of Net Assets
Investment in Bitcoin, at fair value		1,565.49	$	136,691,305		100	%
(cost $71,478,740)

Cash and Other Assets in Excess of Liabilities				4,310		0	%

Net Assets			$	136,695,615		100	%

	Number of		Per Bitcoin		Amount at		Fair Value Measurement Category
December 31, 2025	Bitcoin		Fair Value		Fair Value		Level 1		Level 2		Level 3

Investment in Bitcoin
		1,565.49	$	87,315.53	$	136,691,305	$	136,691,305	$	-	$	-