OBTC 10-Q
Osprey Bitcoin Trust (OBTC)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
(Mark One)
| QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For
the quarterly period ended
or
| TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the transition period from________ to ________
Commission
File Number:
(Exact name of registrant as specified in its charter)
(State or Other Jurisdiction of Incorporation or Organization) |
(I.R.S. Employer Identification No.) |
| (Address of Principal Executive Offices) | (Zip Code) |
Registrant’s
telephone number, including area code:
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered | ||
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.
| Large Accelerated Filer | ☐ | Accelerated Filer | ☐ |
| ☒ | Smaller reporting company | ||
| 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.
Indicate
by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No
Indicate the number of outstanding Shares as of March 31, 2026:
OSPREY BITCOIN TRUST
QUARTER ENDED MARCH 31, 2026
TABLE OF CONTENTS
| i |
CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS
This quarterly report on Form 10-Q contains “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended (the “Securities Act”), and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), that involve substantial risks and uncertainties and are subject to change based on various important factors, many of which may be beyond our control. In some cases, you can identify forward-looking statements by terminology such as “may,” “will,” “should,” “expect,” “intend,” “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 and indexes that track such movements, the Trust’s operations, the Sponsor’s plans 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. Whether or not actual results and developments will conform to the Sponsor’s expectations and predictions, however, is subject to a number of risks and uncertainties, including the special considerations discussed in this quarterly report and “Item 1A. Risk Factors” of our Annual Report on Form 10-K for the year ended December 31, 2025 and in other SEC filings by the Trust, general economic, market and business conditions, changes in laws or regulations, including those concerning taxes, made by governmental authorities or regulatory bodies, and other world economic and political developments. Consequently, all the forward-looking statements made in this quarterly report are qualified by these cautionary statements, and there can be no assurance that 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 its Shares. None of the Trust, the Sponsor, or the Trustee or their respective affiliates is under a duty to update any of the forward-looking statements to conform such statements to actual results or to a change in the Sponsor’s expectations or predictions.
Unless otherwise stated or the context otherwise requires, the terms “we,” “our” and “us” in this quarterly report refer to the Trust.
| 1 |
PART I. FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
Osprey Bitcoin Trust
Statements of Assets and Liabilities
March 31, 2026 and December 31, 2025
March 31, 2026 (Unaudited) | December 31, 2025 | |||||||
| ASSETS | ||||||||
| Investment in Bitcoin, at fair
value (cost $ | $ | $ | ||||||
| Cash | ||||||||
| Other Assets | ||||||||
| Total Assets | ||||||||
| LIABILITIES | ||||||||
| Management Fee Payable | ||||||||
| Total Liabilities | ||||||||
| NET ASSETS | $ | $ | ||||||
| NET ASSETS CONSIST OF: | ||||||||
| Paid-in Capital | $ | $ | ||||||
| Redemptions | ( | ) | ( | ) | ||||
| Accumulated net investment loss | ( | ) | ( | ) | ||||
| Accumulated net realized gain on investment in Bitcoin | ||||||||
| Accumulated net change in unrealized appreciation on investment in Bitcoin | ||||||||
| Net Assets | $ | $ | ||||||
| Shares outstanding ( authorized) | ||||||||
| Net asset value per Share | $ | $ | ||||||
See accompanying Notes to Unaudited Financial Statements which are an integral part of the financial statements.
| 2 |
Osprey Bitcoin Trust
Schedules of Investment
March 31, 2026 and December 31, 2025
| March 31, 2026 (Unaudited) | ||||||||||||
| Units | Fair Value | Percentage of Net Assets | ||||||||||
| Investment
in Bitcoin, at fair value (cost $ | $ | % | ||||||||||
| Liabilities, less cash and Other Assets | ( | ) | % | |||||||||
| Net Assets | $ | % | ||||||||||
| December 31, 2025 | ||||||||||||
| Units | Fair Value | Percentage of Net Assets | ||||||||||
| Investment
in Bitcoin, at fair value (cost $ | $ | % | ||||||||||
| Cash and Other Assets in Excess of Liabilities | % | |||||||||||
| Net Assets | $ | % | ||||||||||
See accompanying Notes to Unaudited Financial Statements which are an integral part of the financial statements.
| 3 |
Osprey Bitcoin Trust
Statements of Operations
Three months ended March 31, 2026 and 2025
Three Months Ended March 31, 2026 (Unaudited) | Three Months Ended March 31, 2025 (Unaudited) | |||||||
| Expenses | ||||||||
| Management Fee | $ | $ | ||||||
| Professional Fees | ||||||||
| Custodian Fees | ||||||||
| Other | ||||||||
| Total Expenses | ||||||||
| Net Investment Loss | ( | ) | ( | ) | ||||
| Net Realized Gain and Net Change in Unrealized Appreciation/(Depreciation) on investment in Bitcoin | ||||||||
| Net Realized Gain on Investment in Bitcoin | ||||||||
| Net Change in Unrealized Depreciation on Investment in Bitcoin | ( | ) | ( | ) | ||||
| Total net realized gain and net change in unrealized depreciation on investment in Bitcoin | ( | ) | ( | ) | ||||
| Net decrease in net assets resulting from operations | $ | ( | ) | $ | ( | ) | ||
See accompanying Notes to Unaudited Financial Statements which are an integral part of the financial statements.
| 4 |
Osprey Bitcoin Trust
Statements of Changes in Net Assets
Three months ended March 31, 2026 and 2025
| (Amounts in U.S. dollars, except shares issued and outstanding) | ||||||||
Three Months Ended March 31, 2026 (Unaudited) | Three Months Ended March 31, 2025 (Unaudited) | |||||||
| Increase (decrease) in net assets from operations | ||||||||
| Net Investment Loss | $ | ( | ) | $ | ( | ) | ||
| Net realized gain on investment in Bitcoin | ||||||||
| Net change in unrealized depreciation on investment in Bitcoin | ( | ) | ( | ) | ||||
| Net decrease in net assets resulting from operations | ( | ) | ( | ) | ||||
| Decrease in net assets from capital transactions | ||||||||
| Redemptions | ( | ) | ||||||
| Net decrease in net assets resulting from capital transactions | ( | ) | ||||||
| Net decrease in net assets | ( | ) | ( | ) | ||||
| Net assets at the beginning of the period | ||||||||
| Net assets at the end of the period | $ | $ | ||||||
| Change in shares issued and outstanding | ||||||||
| Shares issued and outstanding at the beginning of the period | ||||||||
| Redemptions | ( | ) | ||||||
| Shares issued and outstanding at the end of the period | ||||||||
See accompanying Notes to Unaudited Financial Statements which are an integral part of the financial statements.
| 5 |
Osprey Bitcoin Trust
Notes to the Financial Statements (unaudited)
March 31, 2026
| 1. | Organization |
Osprey Bitcoin Trust (the “Trust”) is a Delaware statutory trust that issues shares representing fractional undivided beneficial interests (“Shares”, formerly referred to as “Units”) in its net assets. The assets of the Trust consist primarily of Bitcoin held by a custodian on behalf of the Trust. The Trust seeks to generally reflect the performance of the price of Bitcoin as measured by reference to the CME CF Bitcoin Reference Rate – New York Variant (the “Index”), less the Trust’s expenses and other liabilities. Osprey Funds, LLC (the “Sponsor”) is the sponsor of the Trust; CSC Delaware Trust Company (the “Trustee”) is the trustee of the Trust; Coinbase Custody Trust Company, LLC (the “Bitcoin Custodian”) is the custodian for the Trust’s Bitcoin holdings; and U.S. Bank National Association (the “Cash Custodian” and, together with the Bitcoin Custodian, the “Custodians”) is the custodian for the Trust’s cash holdings and U.S. Bancorp Fund Services, LLC (d/b/a U.S. Bank Global Fund Services) (the “Trust Administrator” and the “Transfer Agent”) is the administrator of, and the transfer agent for, the Trust, effective December 19, 2025; Securitize Fund Services, LLC was Trust Administrator prior to U.S. Bancorp Fund Services, LLC. The sub-transfer agent for the Trust (the “sub-Transfer Agent”) is Continental Stock Transfer & Trust Company. The Trust was formed on January 3, 2019 and commenced operations on January 22, 2019. The Trust is governed by the Third Amended And Restated Declaration Of Trust And Trust Agreement dated December 18, 2025 (the “Trust Agreement”), as further amended on January 9, 2026. On August 6, 2025, the Sponsor filed a registration on Form S-1 with the U.S. Securities and Exchange Commission (“SEC”) to register the Trust’s Shares under the Securities Act of 1933, as amended (the “Securities Act”), in connection with the Trust’s conversion to an exchange traded product. The registration statement, as amended, was declared effective on December 18, 2025.
Other funds under the Osprey name are also managed by the Sponsor. The Sponsor is responsible for the day-to-day administration of the Trust pursuant to the provisions of the Trust Agreement. The Sponsor is responsible for preparing and providing annual reports on behalf of the Trust to investors and is also responsible for selecting and monitoring the Trust’s service providers. As consideration for the Sponsor’s services, the Trust pays the Sponsor a Management Fee as discussed in Notes 2 and 5. Pursuant to agreements between REX Services, LLC (“REX Services”) and the Sponsor, REX Services provides legal, compliance, general administrative, operational, and marketing support to the Sponsor.
The investment objective of the Trust is for the Shares to reflect the performance of Bitcoin as measured by reference to the Index, less the Trust’s expenses and other liabilities. The Index is an independently calculated value based on an aggregation of executed trade flow of major Bitcoin spot platforms. The administrator of the Index is CF Benchmarks Ltd.
The Trust has listed the Shares on Nasdaq Stock Market LLC (the “Listing Exchange”) under the symbol “OBTC.” Prior to listing the Shares for trading on the Listing Exchange, the Trust issued Shares pursuant to Regulation D under the Securities Act and the Shares were quoted on OTC Markets Group, Inc.’s OTCQX® Best Marketplace (“OTCQX”) under the ticker symbol “OBTC.”
The Trust is a passive investment vehicle that does not seek to generate returns beyond tracking the price of Bitcoin. This means the Sponsor does not speculatively sell Bitcoin at times when its price is high or speculatively acquire Bitcoin at low prices in the expectation of future price increases. It also means the Trust will not utilize leverage, derivatives or any similar arrangements in seeking to meet its investment objective. The Trust is not a registered investment company under the Investment Company Act and is not required to register under the Investment Company Act. The Sponsor is not registered with the SEC as an investment adviser and is not subject to regulation by the SEC, as such, in connection with its activities with respect to the Trust. The Trust is not a commodity pool for purposes of the Commodity Exchange Act, and the Sponsor is not subject to regulation by the Commodity Futures Trading Commission (“CFTC”) as a commodity pool operator or a commodity trading advisor in connection with its activities with respect to the Trust.
| 6 |
| 2. | Summary of Significant Accounting Policies |
The following is a summary of significant accounting policies consistently followed by the Trust in the preparation of these financial statements.
Basis of Presentation
The following is a summary of significant accounting policies consistently followed by the Trust in the preparation of its financial statement. The financial statements have been prepared in accordance with generally accepted accounting principles in the United States of America (“U.S. GAAP”). The Trust’s financial statements have been prepared using the accounting and reporting guidance of the Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) Topic 946, Financial Services — Investment Companies. The Trust qualifies as an investment company solely for accounting purposes and not for any other purpose. The Trust is not registered, and is not required to be registered, as an investment company under the Investment Company Act of 1940, as amended.
Use of Estimates
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.
Cash
Generally, the Trust does not intend to hold cash, except in connection with cash orders for creations or redemptions of Baskets. Cash includes non-interest bearing non-restricted 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. In accordance with ASC Topic 230 “Statement of Cash Flows,” the Trust qualifies for an exemption from the requirement to provide a statement of cash flows and has elected not to provide a statement of cash flows.
Investment Transactions and Revenue Recognition
The Trust identifies Bitcoin as an “other investment” in accordance with ASC 946. The Trust considers investment transactions to be the receipt of Bitcoin for Share creations and the delivery of Bitcoin for Share redemptions, or for payment of expenses in Bitcoin. 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 investments. Gains and losses realized on sales of investments are calculated using a first in, first out method and will be recognized in the statements of operations in the period in which the sale occurred. Realized gains and losses are recognized in connection with transactions including settling obligations for the Management Fee and other expenses in Bitcoin.
Investments made by the Trust intend to be limited to investments in Bitcoin and cash.
Correction of immaterial error in the prior periods
During the three months ended March 31, 2026, the Trust corrected a previously identified error related to the classification of realized gains and unrealized appreciation on investments in Bitcoin, as well as an understatement of the cost of investment. The error resulted from the application of a Last-In, First-Out (“LIFO”) cost methodology during the years 2019 through 2021. The correction had no impact on total net assets or results of operations; however, it resulted in an increase to accumulated net realized gain, a corresponding decrease to accumulated net change in unrealized appreciation, and an increase in the cost of investments within the Statements of Assets and Liabilities and Schedule of Investment.
The following table reflects the impact of the correction on the Trust’s previously reported Statements of Assets and Liabilities and Schedule of Investment as of December 31, 2025:
| As previously reported | Adjustments | As revised | ||||||||||
| Cost of investment | $ | $ | $ | |||||||||
| As previously reported | Adjustments | As revised | ||||||||||
| Accumulated net realized gain on investment in Bitcoin | $ | $ | $ | |||||||||
| Accumulated net change in unrealized appreciation on investment in Bitcoin | ( | ) | ||||||||||
In addition, the Trust recorded an adjustment to correct shares outstanding from to . The difference was attributable to an immaterial historical rounding discrepancy related to a fractional share.
Management assessed the materiality of the errors using both quantitative and qualitative factors in accordance with SEC Staff Accounting Bulletin (“SAB”) No. 99 (“Materiality”) and SAB 108 “Considering the Effects of Prior Year Misstatements when Quantifying Misstatements in Current Year Financial Statements” codified in ASC 250 “Accounting Changes and Error Corrections” and concluded these errors were immaterial to all of the previously issued financial statements. Under ASC 250, correcting prior-period financial statements for such immaterial errors does not require previously filed reports to be amended.
These adjustments did not have a material impact on the Trust’s financial position and results of operations.
Segment Reporting
The Trust is deemed to be an individual segment and the Chief Executive Officer of the Sponsor acts as the Trust’s chief operating decision maker (“CODM”). The CODM monitors the operating results of the Trust as a whole and the Trust’s investment objective is pre-determined in accordance with the terms of the Trust Agreement. The financial information provided to and reviewed by the CODM is consistent with the information presented in the Trust’s financial statements.
| 7 |
Management Fee
The
Trust is expected to pay the remuneration due to the Sponsor (the “Management Fee”). The Management Fee is charged by the
Sponsor to the Trust at an annual rate of
Historically, the Trust paid the Management Fee in Bitcoin, but upon listing as an exchange traded fund, the Management Fee has begun to be paid in U.S. dollars. When selling Bitcoin to pay expenses, the Sponsor endeavors to sell the exact number of Bitcoin needed to pay expenses in order to minimize the Trust’s holdings of assets other than Bitcoin.
Trust Expenses
In
accordance with the Trust Agreement, the Sponsor shall assume and pay all routine and ordinary administrative and operating expenses
of the Trust including the fees of the Trustee, the Trust Administrator, Fund accountant, Transfer Agent, the Custodians’ Fees,
listing exchange fees, SEC registration fees, printing and mailing costs, tax reporting fees, audit fees, license fees and ordinary legal
fees and expenses. Prior to the Trust’s conversion to an exchange-traded fund structure,
routine operating and administrative expenses of the Trust were borne by the Sponsor, except for certain expenses incurred directly by
the Trust, including audit fees, index licensing fees, aggregate legal fees in excess of $
Fair Value Measurements
The Trust’s valuation procedures provide for the designation of the Sponsor to determine the valuation sources and policies to prepare the Trust’s financial statements in accordance with U.S. GAAP. The Trust’s investment in Bitcoin is stated at fair value. To determine the fair value of the Trust’s investment in Bitcoin and the Trust’s net asset value (“NAV”) in accordance with U.S. GAAP, the Trust follows the guidance in ASC 820-10 “Fair Value Measurements,” which outlines the application of fair value accounting. Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability (i.e., the “exit price”) in an orderly transaction between market participants at the measurement date.
ASC 820-10 requires the Trust to assume that Bitcoin is sold in its principal market to market participants or, in the absence of a principal market, the most advantageous market. The principal market is the market with the greatest volume and level of activity for Bitcoin, and the most advantageous market is defined as the market that maximizes the amount that would be received to sell the asset or minimizes the amount that would be paid to transfer the liability, after taking into account transaction costs. The principal market is generally selected based on the most liquid and reliable exchange (including consideration of the ability for the Trust to access the specific market, either directly or through an intermediary, at the end of each period). The Sponsor evaluates relevant market activity and periodically reassesses the appropriateness of the principal market. The Trust determined the fair value per Bitcoin using the price provided at 4:00 p.m., New York time, by principal market on March 31, 2026 which represents both the valuation measurement time and the end of the Trust’s three-month reporting period.
U.S. GAAP utilizes a fair value hierarchy for inputs used in measuring fair value that maximizes the use of observable inputs and minimizes the use of unobservable inputs by requiring that the most observable inputs be used when available. Observable inputs are those that market participants would use in pricing the asset or liability based on market data obtained from sources independent of the Trust. Unobservable inputs reflect the Trust’s assumptions about the inputs market participants would use in pricing the asset or liability developed based on the best information available in the circumstances.
The fair value hierarchy is categorized into three levels based on the inputs as follows:
Level 1 – Valuations based on unadjusted quoted prices in active markets for identical assets or liabilities that the Trust has the ability to access. Since valuations are based on quoted prices that are readily and regularly available in an active market, these valuations do not entail a significant degree of judgment.
Level 2 – Valuations based on quoted prices in markets that are not active or for which significant inputs are observable, either directly or indirectly.
Level 3 – Valuations based on inputs that are unobservable and significant to the overall fair value measurement.
The availability of valuation techniques and observable inputs can vary by investment. To the extent that valuations are based on sources that are less observable or unobservable in the market, the determination of fair value requires more judgment. Fair value estimates do not necessarily represent the amounts that may be ultimately realized by the Trust.
| 8 |
| 3. | Fair Value of Bitcoin |
The investment measured at fair value on a recurring basis and categorized using the three levels of fair value hierarchy consisted of the following as of March 31, 2026, and December 31, 2025:
| Number of | Per Bitcoin Fair | Amount at Fair | Fair Value Measurement Category | |||||||||||||||||||||
| March 31, 2026 | Bitcoin | Value | Value | Level 1 | Level 2 | Level 3 | ||||||||||||||||||
| Investment in Bitcoin | $ | $ | $ | $ | $ | |||||||||||||||||||
| Number of | Per Bitcoin Fair | Amount at Fair | Fair Value Measurement Category | |||||||||||||||||||||
| December 31, 2025 | Bitcoin | Value | Value | Level 1 | Level 2 | Level 3 | ||||||||||||||||||
| Investment in Bitcoin | $ | $ | $ | $ | $ | |||||||||||||||||||
The following represents the changes in quantity and the respective fair value of Bitcoin for the three months ended March 31, 2026 and year ended December 31, 2025:
| Bitcoin | Fair Value | |||||||
| Balance at January 1, 2026 | $ | |||||||
| Bitcoin sold for redemptions | ( | ) | $ | ( | ) | |||
| Bitcoin sold for Management Fee, related party | ( | ) | $ | ( | ) | |||
| Net realized gain on investment in Bitcoin | $ | |||||||
| Net change in unrealized depreciation on investment in Bitcoin | $ | ( | ) | |||||
| Balance at March 31, 2026 | $ | |||||||
| Bitcoin | Fair Value | |||||||
| Balance at January 1, 2025 | $ | |||||||
| Bitcoin distributed for redemptions | ( | ) | ( | ) | ||||
| Bitcoin distributed for Management Fee, related party | ( | ) | ( | ) | ||||
| Bitcoin distributed for other fees | ( | ) | ( | ) | ||||
| Net realized gain on investment in Bitcoin | ||||||||
| Net change in unrealized depreciation on investment in Bitcoin | ( | ) | ||||||
| Balance at December 31, 2025 | $ | |||||||
Net
realized gain on the transfer of Bitcoin to pay the Management Fee and redemptions for the three months ended March 31, 2026, was $
Net
realized gain on the transfer of Bitcoin to pay the Management Fee, redemptions, and other expenses for the year ended December 31, 2025,
was $
| 4. | Related Parties |
Prior
to December 19, 2025, the Sponsor paid certain expenses on behalf of, and was reimbursed by, the Trust. For the three months ended
March 31, 2025 the Trust reimbursed the Sponsor the expenses in the amount of $
For
the three months ended March 31, 2026 and March 31, 2025 the Trust incurred Management Fees of $
| 9 |
The Trust’s Management Fee is accrued daily and payable to the Sponsor monthly in arrears in U.S. dollars. From inception through November 30, 2025, all Management Fees have been paid in Bitcoin to the Sponsor. Effective December 2025 Management Fees are to be paid in U.S. Dollars.
The
aggregate number of Shares owned by related parties was ,
valued at $
| 5. | Creations and Redemptions of Shares |
The Trust issues and redeems Shares only in blocks of or integral multiples thereof (each, a “Basket”), based on the quantity of Bitcoin attributable to each Share (net of accrued but unpaid Management Fee and any accrued but unpaid expenses or liabilities). These transactions take place in exchange for Bitcoin or cash. Baskets are offered continuously at the index-based net asset value (“Index-based NAV”) per Share for Shares. For purposes of creating and redeeming Baskets, the Trust uses an Index-based NAV calculated based on the value of Bitcoin as reflected by the CME CF Bitcoin Reference Rate – New York Variant. The Trust’s NAV, calculated in accordance with U.S. GAAP, is used for financial reporting purposes and may differ from the Index-based NAV. Only registered broker-dealers that become authorized participants by entering into a contract with the Sponsor and the Trustee (“Authorized Participants”) may purchase or redeem Baskets. Shares will be offered to the public from time to time at varying prices that will reflect the price of Bitcoin and the trading price of the Shares on the Listing Exchange at the time of the offer.
The Authorized Participants may deliver Bitcoin or cash to create Shares and receive Bitcoin or cash when redeeming Shares. When purchasing a Basket in exchange for cash, the Trust will create Shares by receiving Bitcoin from a third-party, that is not the Authorized Participant, and the Trust is responsible for selecting the third-party to deliver the Bitcoin. Further, the third-party will not be acting as an agent of the Authorized Participant with respect to the delivery of the Bitcoin to the Trust or acting at the direction of the Authorized Participant with respect to the delivery of the Bitcoin to the Trust. When redeeming a Basket in exchange for cash, the Trust will redeem shares by delivering Bitcoin to a third-party, that is not the Authorized Participant, and the Trust, not the Authorized Participant, is responsible for selecting the third-party to receive the Bitcoin. Further, the third-party will not be acting as an agent of the Authorized Participant with respect to the receipt of the Bitcoin from the Trust or acting at the direction of the Authorized Participant with respect to the receipt of the Bitcoin from the Trust. The third-party will be unaffiliated with the Trust and the Sponsor.
When purchasing a Basket in-kind, in exchange for Bitcoin, Authorized Participants deliver Bitcoin to the Bitcoin Custodian. Upon the Bitcoin Custodian’s receipt of the Bitcoin, the Transfer Agent issues a Basket to the creating Authorized Participant in satisfaction of the creation order. When redeeming Baskets in-kind, in exchange for Bitcoin, the Transfer Agent will redeem the Shares and the Bitcoin Custodian will distribute the resulting Bitcoin to the redeeming Authorized Participant in satisfaction of the redemption order.
For a subscription of Shares, the subscription shall be in the amount of cash needed to purchase the amount of Bitcoin represented by the Basket being created, as calculated by the Administrator. For a redemption of Shares, the Sponsor shall arrange for the Bitcoin represented by the Basket to be sold and the cash proceeds distributed. The amount of Bitcoin is equal to the combined Index-based NAV of the number of Shares included in the Baskets being created (or redeemed) determined as of 4:00 p.m. New York time on the day the order to create or redeem Baskets is properly received. The transfer agent coordinates with the Trust’s custodians in order to facilitate settlement of the Shares.
Shareholders who decide to buy or sell Shares of the Trust will place their trade orders through their brokers and will incur customary brokerage commissions and charges. Shareholders who buy or sell Shares during the day from their broker may do so at a premium or discount relative to the NAV of the Shares of the Trust.
As
of March 31, 2026, there were Shares issued and outstanding. of the Shares are restricted securities that may not be
resold absent registration or an exemption from registration under the Securities Act, and of the Shares are unrestricted securities.
As of December 31, 2025, there were Shares issued and outstanding.
| 10 |
| March 31, | ||||||||||||||||
| 2026 | 2025 | |||||||||||||||
| Shares | Amount | Shares | Amount | |||||||||||||
| Shares Issued | $ | $ | ||||||||||||||
| Shares Redeemed | ( | ) | ( | ) | ||||||||||||
| Net Decrease | $ | ( | ) | $ | ( | ) | $ | $ | ||||||||
| 6. | Federal Income Taxes |
The Sponsor and Trustee assert that the Trust is a grantor trust for U.S. federal income tax purposes. Assuming that the Trust is properly treated as a grantor trust, the Trust will not be subject to U.S. federal income tax. Rather, if the Trust is a grantor trust, each beneficial owner of Shares will be treated as directly owning its pro rata Share of the Trust’s assets and a pro rata portion of the Trust’s income, gain, losses and deductions will “flow through” to each beneficial owner of Shares. As such, each shareholder reports his/her allocable share of income, gain, loss, deductions or credits on his/her own income tax return.
Due to the new and evolving nature of digital currencies and the absence of comprehensive guidance with respect to digital currencies, many significant aspects of the U.S. federal income tax treatment of digital currency, such as Bitcoin, are uncertain. It is unclear what guidance on the treatment of digital currency for U.S. federal income tax purposes may be issued in the future. It is possible that any such guidance could have an adverse effect on the prices of digital currency, including on the price of Bitcoin in digital asset platforms, and therefore may have an adverse effect on the value of the Shares.
If the Trust were not properly classified as a grantor trust, the Trust might be classified as a partnership for U.S. federal income tax purposes. However, due to the uncertain treatment of digital assets, including forks, airdrops and similar occurrences for U.S. federal income tax purposes, there can be no assurance in this regard. If the Trust were classified as a partnership for U.S. federal income tax purposes, the tax consequences of owning Shares generally would not be materially different from the tax consequences described herein, although there might be certain differences, including with respect to timing. In addition, tax information reports provided to beneficial owners of Shares would be made in a different form. If the Trust were not classified as either a grantor trust or a partnership for U.S. federal income tax purposes, it would be classified as a corporation for such purposes. In that event, the Trust would be subject to entity-level U.S. federal income tax (currently at the rate of 21%) on its net taxable income and certain distributions made by the Trust to shareholders would be treated as taxable dividends to the extent of the Trust’s current and accumulated earnings and profits. However, due to the uncertain treatment of digital assets for U.S. federal income tax purposes, there can be no assurance in this regard.
In accordance with U.S. GAAP, the Trust has defined the threshold for recognizing the benefits of tax return positions in the financial statements as “more-likely-than-not” to be sustained by the applicable taxing authority and requires measurement of a tax position meeting the “more-likely-than-not” threshold, based on the largest benefit that is more than 50% likely to be realized. Tax positions not deemed to meet the “more-likely-than-not” threshold are recorded as a tax benefit or expense in the current period. As of March 31, 2026 and December 31, 2025, the Trust did not have a liability for any unrecognized tax amounts. However, the Sponsor’s conclusions concerning its determination of “more-likely-than-not” tax positions may be subject to review and adjustment at a later date based on factors including, but not limited to, further implementation guidance, and ongoing analyses of and changes to tax laws, regulations and interpretations thereof.
The
Sponsor of the Trust has evaluated whether or not there are uncertain tax positions that require financial statement recognition and
has determined that
| 7. | Risks and Uncertainties |
Investment in Bitcoin
The Trust is subject to various risks including market risk, liquidity risk, and other risks related to its concentration in a single asset, Bitcoin. Investing in Bitcoin is currently unregulated, highly speculative, and volatile.
The net asset value of the Trust relates primarily to the value of Bitcoin held by the Trust, and fluctuations in the price of Bitcoin could materially and adversely affect an investment in the Shares of the Trust. Accordingly, a decline in the price of bitcoin will have an adverse effect on the value of the Shares of the Trust. The price of Bitcoin has a limited history. During such history, Bitcoin prices have been volatile and subject to influence by many factors including the levels of liquidity.
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Factors that may have the effect of causing a decline in the price of bitcoin include negative perception of crypto assets; a lack of stability and standardized regulation in the crypto asset markets; the closure or temporary shutdown of digital asset platforms due to fraud, business failure, security breaches or government mandated regulation; and a loss of investor confidence.
If Bitcoin exchanges continue to experience significant price fluctuations, the Trust may experience losses. Several factors may affect the price of Bitcoin, including, but not limited to, global Bitcoin supply and demand, theft of Bitcoin from global exchanges or vaults, and competition from other forms of digital currency or payment services. The Bitcoin held by the Trust are commingled and the Trust’s Shareholders have no specific rights to any specific Bitcoin. In the event of the insolvency of the Trust, its assets may be inadequate to satisfy a claim by its Shareholders.
There is currently no clearing house for Bitcoin, nor is there a central or major depository for the custody of Bitcoin. There is a risk that some or all of the Trust’s Bitcoin could be lost or stolen. The Trust does not have insurance protection on its Bitcoin which exposes the Trust and its Shareholders to the risk of loss of the Trust’s Bitcoin. Further, Bitcoin transactions are irrevocable. Stolen or incorrectly transferred Bitcoin may be irretrievable. As a result, any incorrectly executed Bitcoin transactions could adversely affect an investment in the Trust.
To the extent private keys for Bitcoin addresses are lost, destroyed or otherwise compromised and no backup of the private keys are accessible, the Trust may be unable to access the Bitcoin held in the associated addresses and the private keys will not be capable of being restored. The processes by which Bitcoin transactions are settled are dependent on the Bitcoin peer-to-peer network, and as such, the Trust is subject to operational risk. A risk also exists with respect to previously unknown technical vulnerabilities, which may adversely affect the value of Bitcoin.
The Custodian
The digital assets owned by the Trust are held by the Custodian and secured in a segregated custody account. All digital asset private keys are stored in offline storage, or “cold” storage. “Cold” storage is a safeguarding method by which the private keys corresponding to digital assets are disconnected and/or deleted entirely from the internet. As a result of digital assets being stored in “cold” storage, any withdrawal and subsequent transaction request to the Custodian by the Trust requires up to twenty-four (24) hour prior notice to process. Such time delay between the withdrawal request and processing of the withdrawal may negatively impact the price of the digital asset upon sale. The Custodian provides the Trust with monthly account statements. The Custodian is independent from the Sponsor.
| 8. | Indemnifications |
The Sponsor will not be liable to the Trust, the Trustee or any Shareholder for any action taken or for refraining from taking any action in good faith, or for errors in judgment or for depreciation or loss incurred by reason of the sale of any bitcoin or other assets of the Trust. However, the preceding liability exclusion will not protect the Sponsor against any liability resulting from its own gross negligence, bad faith, or willful misconduct.
The Sponsor and each of its shareholders, members, directors, officers, employees, affiliates, and subsidiaries will be indemnified by the Trust and held harmless against any losses, liabilities or expenses incurred in the performance of its duties under the Declaration of Trust without gross negligence, bad faith, or willful misconduct. The Sponsor may rely in good faith on any paper, order, notice, list, affidavit, receipt, evaluation, opinion, endorsement, assignment, draft, or any other document of any kind prima facie properly executed and submitted to it by the Trustee, the Trustee’s counsel or by any other person for any matters arising under the Declaration of Trust. The Sponsor shall in no event be deemed to have assumed or incurred any liability, duty, or obligation to any Shareholder or to the Trustee other than as expressly provided for in the Declaration of Trust. Such indemnity includes payment from the Trust of the costs and expenses incurred in defending against any indemnified claim or liability under the Declaration of Trust.
The Trustee will not be liable or accountable to the Trust or any other person or under any agreement to which the Trust or any series of the Trust is a party, except for the Trustee’s breach of its obligations pursuant to the Declaration of Trust or its own willful misconduct, bad faith or gross negligence. The Trustee and each of the Trustee’s officers, affiliates, directors, employees, and agents will be indemnified by the Trust from and against any losses, claims, taxes, damages, reasonable expenses, and liabilities incurred with respect to the creation, operation or termination of the Trust, the execution, delivery or performance of the Declaration of Trust or the transactions contemplated thereby; provided that the indemnified party acted without willful misconduct, bad faith or gross negligence.
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| 9. | Commitments and Contingent Liabilities |
In the normal course of business, the Trust may enter into contracts that contain a variety of general indemnification clauses. The Trust’s maximum exposure under these arrangements is unknown as this would involve future claims that may be made against the Trust which have not yet occurred and cannot be predicted with any certainty. However, the Sponsor believes the risk of loss under these arrangements to be remote.
| 10. | Financial Highlights |
Period ended March 31, 2026 (Unaudited) | Period ended March 31, 2025 (Unaudited) | |||||||
| Per Share Performance | ||||||||
| (for a Share outstanding throughout the year) | ||||||||
| Net asset value per Share at beginning of period | $ | $ | ||||||
| Net decrease in net assets resulting from operations | ||||||||
| Net realized gain and change in unrealized appreciation on investment | ( | ) | ( | ) | ||||
| Net investment loss | ( | ) | ( | ) | ||||
| Net decrease in net assets resulting from operations | ( | ) | ( | ) | ||||
| Net asset value per Share at end of period | $ | $ | ||||||
| Total Return (1) | - | % | - | % | ||||
| Ratios to average net asset value: | ||||||||
| Expenses (2) | % | % | ||||||
| Net Investment Loss (2) | - | % | - | % | ||||
| (1) |
| (2) |
An individual Shareholder’s return, ratios, and per Share performance may vary from these presented above based on the timing of Share transactions. Total return and ratios to average net asset value are calculated for the Shareholders taken as a whole.
| 11. | Subsequent Events |
As of the close of business on May 7, 2026, the fair value of Bitcoin determined in accordance with the Trust’s accounting policy was $ per Bitcoin.
There are no events that have occurred after March 31, 2026 through May 13, 2026, the date the financial statements were issued, that require disclosure other than that which has already been disclosed in these notes to the financial statements.
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| ITEM 2. | MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS. |
The following discussion and analysis of our financial condition and results of operations should be read together with, and is qualified in its entirety by reference to, our unaudited financial statements and related notes included elsewhere in this Quarterly Report on Form 10-Q (this “Quarterly Report”), which have been prepared in accordance with generally accepted accounting principles in the United States (“GAAP”). The following discussion may contain forward-looking statements based on assumptions we believe to be reasonable. Our actual results could differ materially from those discussed in these forward-looking statements. Factors that could cause or contribute to these differences include, but are not limited to, those discussed below and elsewhere in this Quarterly Report, “Cautionary Note Regarding Forward-Looking Statements,” and the risks described in the in Item 1A. “Risk Factors” of the Annual Report on Form 10-K of Osprey Bitcoin Trust (the “Trust”) for the fiscal year ended December 31, 2025.
Overview
Osprey Funds, LLC (the “Sponsor”) is the sponsor of the Trust. The investment objective of the Trust is for the shares of beneficial interest (the “Shares”) to reflect the performance of Bitcoin as measured by reference to the CME CF Bitcoin Reference Rate - New York Variant (the “Index”), less the Trust’s expenses and other liabilities. Each Share represents a fractional undivided beneficial interest in the net assets of the Trust. The assets of the Trust consist primarily of Bitcoin held on behalf of the Trust by Coinbase Custody Trust Company, LLC (the “Bitcoin Custodian”), the custodian for the Trust’s Bitcoin holdings.
Prior to listing the Shares for trading on the Nasdaq Stock Market LLC (the “Listing Exchange”), the Shares were quoted on OTC Markets and OTC Markets Group, Inc.’s OTCQX® Best Marketplace (“OTCQX”) under the ticker symbol “OBTC.” The Trust’s Shares were quoted on OTC Markets from February 12, 2021, and on OTCQX under the symbol OBTC from February 26, 2021, through December 18, 2025. On December 19, 2025, the Trust’s Shares began trading on the Listing Exchange.
The following discussion and analysis was prepared to supplement information contained in the accompanying financial statements and is intended to explain certain items regarding the Trust’s financial condition as of March 31, 2026, and its results of operations for the three months ended March 31, 2026, and March 31, 2025. It should be read in conjunction with the audited financial statements and related notes thereto contained in this Quarterly Report.
Critical Accounting Policies and Estimates
Fair Value Determination
The Trust’s financial statements are prepared in accordance with the Financial Accounting Standards Board Accounting Standards Codification Topic 820, “Fair Value Measurements and Disclosures” (“ASC 820-10”). ASC 820-10 determines fair value to be the price that would be received for Bitcoin 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 Bitcoin 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 purchases Bitcoin directly from various counterparties, such as Coinbase, Inc. (“Coinbase”) and A1, Ltd. (“Anchorage”), and does not itself transact in any Bitcoin markets. The purchase price of Bitcoin from our counterparties may vary significantly. The Trust looks to these counterparties when assessing entity-specific and market-based volume and the level of activity in the Bitcoin markets. The Trust determines the current value of Bitcoin by reference to the market price of Bitcoin as determined in accordance with ASC 820-10 on each business day on which the Listing Exchange is open for regular trading (the “Bitcoin Market Price”). The Bitcoin Market Price is determined based on the estimated fair market value price for Bitcoin, reflecting the execution price of Bitcoin on its principal market as determined by the Trust. Fair value pricing may require subjective determinations about the value of an asset or liability. Fair values determined as described herein may differ from quoted or published prices, or from prices that are used by others, for Bitcoin.
Results of Operations
Financial Highlights for Three Months Ended March 31, 2026 and 2025
Net realized and unrealized loss on investment in Bitcoin for the three months ended March 31, 2026, was $21,646,683, which includes a realized gain of $30,979,300 on the transfer of Bitcoin to pay the fee owed to the Sponsor (the “Management Fee”) and redemptions and net change in unrealized depreciation on investment in Bitcoin of $52,625,983. Net realized and unrealized loss on investment in Bitcoin for the period was driven by Bitcoin price depreciation from $87,316 per Bitcoin as of December 31, 2025, to $67,832 per Bitcoin as of March 31, 2026. Net decrease in net assets resulting from operations was $21,755,174 for the three months ended March 31, 2026, which consisted of the net realized gain and unrealized depreciation on investment in Bitcoin, and the Management Fee of $108,491. Net assets decreased to $64,165,534 on March 31, 2026, a 53.1% decrease for the period. The decrease in net assets resulted from the aforementioned Bitcoin price depreciation, the Trust’s expenses of $108,491 and capital redemptions of $50,774,907 for the period.
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Net realized and unrealized loss on investment in Bitcoin for the three months ended March 31, 2025, was $21,157,211 which includes a realized gain of $599,279 on the transfer of Bitcoin to pay the Management Fee, redemptions and other expenses and net change in unrealized depreciation on investment in Bitcoin of $21,756,490. Net realized and unrealized loss on investment in Bitcoin for the period was driven by Bitcoin price depreciation from $93,393 per Bitcoin as of December 31, 2024, to $82,445 per Bitcoin as of March 31, 2025. Net decrease in net assets resulting from operations was $21,720,710 for the three months ended March 31, 2025, which consisted of the net realized and unrealized depreciation on investment in Bitcoin, less the Management Fee of $218,107 and other expenses of $345,392. Net assets decreased to $159,058,773 on March 31, 2025, a 12.01% decrease for the period. The decrease in net assets resulted from the aforementioned Bitcoin price depreciation, and the Trust’s expenses of $563,499 for the period.
Net Asset Value
The Trust’s net asset value (“NAV”) divided by the number of outstanding Shares (“NAV per Share”) is calculated by multiplying the number of Bitcoin held by the Trust by the Index for such day, adding any additional receivables and subtracting the accrued but unpaid expenses and liabilities of the Trust. The Trust’s NAV per Share is calculated by dividing the Trust’s NAV by the number of Shares then outstanding. U.S. Bancorp Fund Services, LLC (d/b/a U.S. Bank Global Fund Services) (the “Trust Administrator”) determines the price of the Trust’s Bitcoin by reference to the Index, which is published between 4:00 p.m. and 4:30 p.m., New York time, on every calendar day. The methodology used to calculate the Index price to value Bitcoin in determining the NAV of the Trust may not be deemed consistent with GAAP. As of March 31, 2026, the Trust’s NAV per Share was $21.82 based on the Index.
The Sponsor believes that the Index is reflective of a reasonable valuation of the average spot price of Bitcoin. However, in the event the Index is not available or is determined by the Sponsor to not be reliable, the Sponsor reserves the right to replace the Index with another valuation methodology which it believes will accurately track the price of Bitcoin. If the Sponsor makes the decision to materially change the valuation methodology or replace either the Index or the administrator of the Index, CF Benchmarks Ltd. (the “Index Administrator”), the Sponsor will notify Shareholders via a posting on the Trust’s website, prospectus supplement, post-effective amendment, through a current report on Form 8-K or in the Trust’s annual or quarterly reports.
The Sponsor publishes the NAV at https://www.rexshares.com/OBTC/ after their determination and availability. Index data and the description of the Index are based on information made publicly available by the Index Administrator on its website at https://www.cfbenchmarks.com.
The Trust’s financial statements are prepared in accordance with ASC 820-10. ASC 820-10 determines fair value to be the price that would be received for Bitcoin 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 Bitcoin 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 purchases Bitcoin directly from various counterparties, such as Coinbase and Anchorage, and does not itself transact in any Bitcoin markets. The purchase price of Bitcoin from our counterparties may vary significantly. The Trust looks to these counterparties when assessing entity-specific and market-based volume and the level of activity in the Bitcoin markets. The Trust determines the current value of Bitcoin by reference to the Bitcoin Market Price. The Bitcoin Market Price is determined based on the estimated fair market value price for Bitcoin, reflecting the execution price of Bitcoin on its principal market as determined by the Trust. Fair value pricing may require subjective determinations about the value of an asset or liability. Fair values determined as described herein may differ from quoted or published prices, or from prices that are used by others, for Bitcoin.
It is possible that the fair value determined for an investment may be materially different than the value that could be realized upon the sale of such investment. Information that becomes known to the Trust or its agents after the NAV has been calculated on a particular day is not used to retroactively adjust the price of an investment or the NAV determined earlier that day.
The Trust creates and redeems Shares only in blocks of 10,000 or integral multiples thereof (each, a “Basket”), based on the quantity of Bitcoin attributable to each Share (net of accrued but unpaid Management Fee and any accrued but unpaid expenses or liabilities). These transactions take place in exchange for Bitcoin or cash. Baskets are offered continuously at the index-based net asset value (“Index-based NAV”) per Share for 10,000 Shares. For purposes of creating and redeeming Baskets, the Trust uses an Index-based NAV calculated based on the value of Bitcoin as reflected by the Index. The amount of cash necessary for the creation of a Basket changes from day to day based on the Basket Amount. As of March 31, 2026, a Basket required delivery of 3.21693566 Bitcoin or $218,210.41.
As movements in the price of Bitcoin directly affect the price of the Shares, investors should understand recent movements in the price of Bitcoin. Investors, however, should also be aware that past movements in the Bitcoin price are not indicators of future movements. Movements may be influenced by various factors, including, but not limited to, government regulation and security breaches experienced by service providers, as well as political and economic uncertainties around the world.
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The following chart illustrates the movements in the NAV of the Trust from the beginning of the Trust’s operations for the three months ended March 31, 2026.
The table below illustrates the movements in the Bitcoin Market Price for the three months ended March 31, 2026.
| 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 | ||||||||||||||
| Three months ended March 31, 2026 | 76,358.39 | 97,546.85 | 1/14/2026 | 63,891.62 | 2/5/2026 | 67,831.76 | ||||||||||||||
| January 3, 2019 (the inception of the Trust’s operations) to March 31, 2026 | $ | 42,651.38 | $ | 125,492.00 | 10/6/2025 | $ | 3,358.67 | 2/7/2019 | $ | 67,831.76 | ||||||||||
Liquidity and Capital Resources
The Trust’s only ordinary recurring expense is the Management Fee. The Management Fee is accrued daily and paid monthly in arrears in U.S. dollars only and is calculated by the Trust Administrator. The Trust Administrator calculates the Management Fee on a daily basis by applying the 0.49% annualized rate to the Trust’s NAV, as determined by reference to the Index. To cover the Management Fee, on the last day of each month, the Sponsor or its delegate causes the Trust (or its delegate) to instruct the Prime Execution Agent to convert an amount of Bitcoin held by the Trust into U.S. dollars. The NAV of the Trust, and the number of Bitcoin represented by a Share, declines each time the Trust accrues the Management Fee or any Trust expenses not assumed by the Sponsor. The Trust is not responsible for paying any costs associated with the transfer of Bitcoin, to or from the Trust, in connection with paying the Management Fee or in connection with creation and redemption transactions.
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The Management Fee is paid in U.S. dollars. When selling Bitcoin to pay expenses, the Sponsor endeavors to sell the exact number of Bitcoin needed to pay expenses in order to minimize the Trust’s holdings of assets other than Bitcoin. As a consequence, the Sponsor expects that the Trust will not record any cash flow from its operations and that its cash balance will be zero at the end of each reporting period. The prices of digital assets, specifically Bitcoin, have experienced substantial volatility, which may reflect “bubble” type volatility, meaning that high or low prices may have little or no relationship to identifiable market forces, may be subject to rapidly changing investor sentiment, and may be influenced by factors such as technology, regulatory void or changes, fraudulent actors, manipulation, and media reporting. Bitcoin may have value based on various factors, including their acceptance as a means of exchange by consumers and others, scarcity, and market demand.
We have not entered into any off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on our financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources and would be considered material to Shareholders.
| ITEM 3. | QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK. |
Not applicable.
| 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’s rules and forms, and that such information is accumulated and communicated to the Principal Executive Officer and Principal Financial Officer of the Sponsor to allow timely decisions regarding required disclosure.
Under the supervision and with the participation of the Principal Executive Officer and the Principal Financial Officer of the Sponsor, the Sponsor conducted an evaluation of the Trust’s disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act). Based upon their evaluation, our Principal Executive Officer and Principal Financial Officer concluded that the Trust’s disclosure controls and procedures were ineffective as of March 31, 2026 due to a material weakness caused by ineffective oversight of the administrator transition process, including the transfer of tax lot data, which resulted in an audit adjustment to the Trust’s financial statements for the fiscal year ended December 31, 2025 that did not impact the Trust’s NAV. In response to the identified material weakness, management has begun enhancing its policies and procedures to (i) ensure the accuracy of tax lot data provided to the fund administrator and (ii) verify that the appropriate cost relief methodology is properly implemented by the fund administrator. We believe we have made substantial progress toward achieving the effectiveness of our internal controls with respect to controls related to the oversight of the administrator transition process. The actions that we have taken are subject to continued testing and ongoing management review. Management will not be able to conclude whether the steps we have taken will fully remediate these material weaknesses in our disclosure controls and procedures until we have completed our remediation efforts and subsequent evaluation of their effectiveness. Management may also conclude that additional measures may be required to remediate the material weaknesses in our disclosure controls and procedures, which may necessitate additional actions to be taken.
Changes in Internal Control Over Financial Reporting
Other than discussed above, there was no change in our internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) during the quarter ended March 31, 2026 that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.
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PART II. OTHER INFORMATION
Item 1. Legal Proceedings.
None.
Item 1A. Risk Factors.
A summary of the principal factors that make an investment in the Shares speculative or risky are contained in the Trust’s Annual Report on Form 10-K for the year ended December 31, 2025, filed on March 31, 2026.
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds.
(a) There have been no unregistered sales of Shares. No Shares are authorized for issuance by the Trust under equity compensation plans.
(b) Not applicable.
(c) The Trust does not purchase Shares directly from its shareholders and the Trust redeemed 1,920,000 Shares (192 Baskets) during the quarter ended March 31, 2026, as set forth in the table below:
| Period | Total Number of Shares Redeemed | Average Price Paid Per Share | ||||||
| January 1, 2026 – January 31, 2026 | 1,220,000 | $ | 28.87 | |||||
| February 1, 2026 – February 28, 2026 | - | - | ||||||
| March 1, 2026 – March 31, 2026 | 700,000 | $ | 22.16 | |||||
| Total | 1,920,000 | $ | 25.52 | |||||
Item 3. Defaults Upon Senior Securities.
None.
Item 4. Mine Safety Disclosures.
Not applicable.
Item 5. Other Information.
None.
| 18 |
Item 6. Exhibits.
| Exhibit No. | Description | |
| 31.1 | Certification required under Exchange Act Rules 13a-14 and 15d-14 (filed herewith) | |
| 31.2 | Certification required under Exchange Act Rules 13a-14 and 15d-14 (filed herewith) | |
| 32.1 | Certification by Principal Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (furnished herewith) | |
| 32.2 | Certification by Principal Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (furnished herewith) | |
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| 101.SCH | Inline XBRL Taxonomy Extension Schema Document | |
| 101.CAL | Inline XBRL Taxonomy Calculation Linkbase Document | |
| 101.DEF | Inline XBRL Taxonomy Extension Definition Linkbase Document | |
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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.
| Osprey Bitcoin Trust | ||
| Dated: May 13, 2026 | By: | /s/ Gregory D. King |
| Name: | Gregory D. King | |
| Title: | Chief Executive Officer (Principal Executive Officer)* | |
| Dated: May 13, 2026 | By: | /s/ Robert J. Rokose |
| Name: | Robert J. Rokose | |
| Title: | Chief Financial Officer and Treasurer (Principal Financial Officer and Principal Accounting Officer)* | |
*The registrant is a trust and the persons are signing in their capacities as officers of Osprey Funds, LLC, the Sponsor of the registrant.
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