What changed in this filing

/stocks — the workspaceLOADING

Item 7. Management’s Discussion and Analysis

2026-02-25 compared with 2025-02-28 · 372 added, 318 removed, 774 unchanged (47% of the section changed)

16 unchanged sentences

While an investment in the Shares is not a direct investment in Bitcoin, the Shares are designed to provide investors with a cost-effective and convenient way to gain investment exposure to Bitcoin.

The Trust will not utilize leverage, derivatives or any similar arrangements in seeking to meet its investment objective.

The Trust is not managed like a business corporation or an active investment vehicle.

As of December 31,

Number of Shares authorized

Number of Shares outstanding

Number of Shares freely tradable (1)

Number of beneficial holders owning at least 100 Shares (2)

Number of holders of record (2)

(1) Includes the total number of Shares that are not restricted securities as such term is defined under Rule 144.

(2) Includes Cede & Co.

as nominee for DTC for the Shares traded on NYSE Arca, but not its direct participants.

Therefore, this number does not include the individual holders who have bought/sold Shares on NYSE Arca or transferred their eligible Shares to their brokerage accounts.

The Trust will not utilize leverage, derivatives or any similar arrangements in seeking to meet its investment objective.

The Initial Distribution

On July 31, 2024, the Grayscale Bitcoin Trust ETF (“GBTC”) completed its previously announced pro rata distribution of 60,738,020 Shares of the Trust (retroactively adjusted to reflect the 1-for-5 Reverse Share Split of the Trust’s issued and outstanding Shares completed on November 19, 2024) to the shareholders of GBTC as of July 30, 2024 (the “Record Date”), as described in GBTC’s definitive information statement on Schedule 14C, filed with the SEC on July 30, 2024 (referred to as the “Initial Distribution”).

On July 31, 2024, the Grayscale Bitcoin Trust ETF (“GBTC”) completed its previously announced pro rata distribution of 60,738,020 Shares of the Trust (retroactively adjusted to reflect the 1-for-5 Reverse Share Split of the Trust’s issued and outstanding Shares completed on November 19, 2024) Shares of the Trust to the shareholders of GBTC as of July 30, 2024 (the “Record Date”), as described in GBTC’s definitive information statement on Schedule 14C, filed with the SEC on July 30, 2024 (referred to as the “Initial Distribution”).

In connection therewith, on July 31, 2024, GBTC contributed to the Trust an amount of Bitcoin equal to 10% of the total Bitcoin held by GBTC as of the Record Date, equal to 26,935.83753443 Bitcoin, as consideration and in exchange for the issuance of Shares of the Trust.

Subject to the limitations and qualifications set forth in GBTC’s definitive information statement on Schedule 14C, filed with the SEC on July 30, 2024 (including with respect to the qualification of both GBTC and the Trust as grantor trusts for U.S.

federal income tax purposes and the proper allocation of existing tax basis between GBTC shares and Shares of the Trust), it is expected that neither GBTC nor any beneficial owner of GBTC shares will recognize any gain or loss for U.S.

federal income tax purposes as a result of the Initial Distribution.

Accordingly, it is expected that neither GBTC’s contribution of Bitcoin to the Trust nor GBTC’s distribution of Shares in the Trust to shareholders as of 4:00 PM ET on the Record Date will be reported to any beneficial owner of GBTC shares (or to any intermediary holding GBTC shares) as giving rise to income, gain, loss, deduction, credit or proceeds.

Any beneficial owner of GBTC shares who received Shares of the Trust in the Initial Distribution, and any intermediary holding GBTC shares or Shares of the Trust, should consult their own tax advisor regarding the U.S.

federal income tax consequences of the Initial Distribution, including

the proper allocation of existing tax basis between GBTC shares and Shares of the Trust.

Please refer to GBTC’s definitive information statement on Schedule 14C, filed with the SEC on July 30, 2024, for more information, including other U.S.

federal income tax considerations relating to the Initial Distribution and ownership of Shares of the Trust.

Critical Accounting Policies and Estimates

12 unchanged sentences

Therefore, the Trust looks to market-based volume and level of activity for Digital Asset Markets.

The Authorized Participant(s), or a Liquidity Provider, may transact in a Brokered Market, a Dealer Market, Principal-to-Principal Markets and Exchange Markets (referred to as “Trading Platform Markets” in this Annual Report), each as defined in the FASB ASC Master Glossary (collectively, “Digital Asset Markets”).

The Authorized Participant(s), or a Liquidity Provider, may transact in a Brokered Market, a Dealer Market,

Principal-to-Principal Markets and Exchange Markets (referred to as “Trading Platform Markets” in this Annual Report), each as defined in the FASB ASC Master Glossary (collectively, “Digital Asset Markets”).

In determining which of the eligible Digital Asset Markets is the Trust’s principal market, the Trust reviews these criteria in the following order:

7 unchanged sentences

The Trust determines its principal market (or in the absence of a principal market the most advantageous market) annually and conducts a quarterly analysis to determine (i) if there have been recent changes to each Digital Asset Market’s trading volume and level of activity in the trailing twelve months, (ii) if any Digital Asset Markets have developed that the Trust has access to, or (iii) if recent changes to each Digital Asset Market’s price stability have occurred that would materially impact the selection of the principal market and necessitate a change in the Trust’s determination of its principal market.

The cost basis of Bitcoin received in connection with a creation order is recorded by the Trust at the fair value of Bitcoin at 4:00 p.m., New York time, on the creation date for financial reporting purposes.

The cost basis of the Bitcoin received by the Trust in connection with a creation order is recorded by the Trust at the fair value of Bitcoin at 4:00 p.m., New York time, on the creation date for financial reporting purposes.

The cost basis recorded by the Trust may differ from proceeds collected by the Authorized Participant from the sale of the corresponding Shares to investors.

7 unchanged sentences

Review of Financial Results

Financial Highlights for the Period from July 31, 2024 (the Commencement of the Trust’s Operations) to December 31, 2024

(All amounts in the following table and the subsequent paragraphs, except Share, per Share, Bitcoin and price of Bitcoin amounts, are in thousands)

Financial Highlights for the Year Ended December 31, 2025 and the Period from July 31, 2024 (the Commencement of the Trust’s Operations) to December 31, 2024

(All amounts in the following table and the subsequent paragraphs, except Share, Bitcoin and price of Bitcoin amounts, are in thousands)

December 31, 2025

July 31, 2024 (the Commencement of the Trust’s Operations) to December 31, 2024

Net realized and unrealized gain on investment in Bitcoin

Net increase in net assets resulting from operations

Net realized and unrealized (loss) gain on investment in Bitcoin

Net (decrease) increase in net assets resulting from operations

Net assets (1)

1 unchanged sentence

GAAP based on the Digital Asset Market price of Bitcoin on the Digital Asset Trading Platform that the Trust considered its principal market, as of 4:00 p.m., New York time, on the valuation date.

Net realized and unrealized gain on investment in Bitcoin for the period from July 31, 2024 (the commencement of the Trust’s operations) to December 31, 2024 was $980,004, which includes a realized gain of $204 on the transfer of Bitcoin to pay the Sponsor’s Fee, a realized gain of $90,723 on the sale of Bitcoin to meet redemptions, and net change in unrealized appreciation on investment in Bitcoin of $889,077.

Net realized and unrealized loss on investment in Bitcoin for the year ended December 31, 2025 was $(430,428), which includes a realized gain of $1,669 on the transfer of Bitcoin to pay the Sponsor’s Fee, a realized gain of $129,395 on the sale of Bitcoin to meet redemptions, and net change in unrealized appreciation/depreciation on investment in Bitcoin of $(561,492).

Net realized and unrealized loss on investment in Bitcoin for the year was driven by Bitcoin price depreciation from $93,390.22 per Bitcoin as of December 31, 2024, to $87,549.41 per Bitcoin as of December 31, 2025.

Net decrease in net assets resulting from operations was $(437,219) for the year ended December 31, 2025, which consisted of the net realized and unrealized loss on investment in Bitcoin, plus the Sponsor’s Fee of $6,791.

Net assets increased to $4,243,952 at December 31, 2025, a 20% increase for the year.

The increase in net assets resulted from the contribution of approximately 18,375 Bitcoin with a value of $1,868,949 to the Trust in connection with Share creations during the year, partially offset by the aforementioned Bitcoin price depreciation, the redemption of approximately 7,846 Bitcoin with a value of $737,812 from the Trust, and the withdrawal of approximately 67 Bitcoin to pay the foregoing Sponsor’s Fee.

Net realized and unrealized gain on investment in Bitcoin for the period was driven by Bitcoin price appreciation from $65,222.44 per Bitcoin as of July 31, 2024 (the commencement of the Trust’s operations), to $93,390.22 per Bitcoin as of December 31, 2024.

17 unchanged sentences

Selected Operating Data

July 31, 2024 (the Commencement of the Trust’s Operations) to December 31,

(All Bitcoin balances are rounded to the nearest whole Bitcoin)

Opening balance

Creation from Initial Distribution (1)

Sponsor’s Fee, related party

Closing balance

Accrued but unpaid Sponsor’s Fee, related party

Net closing balance

Number of Shares:

Opening balance

Creation from Initial Distribution (1)

Closing balance

As of December 31,

1 unchanged sentence

Principal Market NAV per Share (1)(2)

Index Price (5)

Principal Market NAV (1)

4,243,952,099

3,550,034,149

NAV per Share (2)(3)

(1) Represents the impact of the Initial Distribution of 26,935.83753443 Bitcoin, with a value of approximately $1,756.8 million from Grayscale Bitcoin Trust ETF, completed on July 31, 2024, as discussed in Note 4 of the notes to the financial statements.

NAV (Non-GAAP) (3)

4,243,935,132

3,550,934,295

(1) The Principal Market NAV and Principal Market NAV per Share are calculated using the fair value of Bitcoin based on the price provided by the Digital Asset Trading Platform that the Trust considered its principal market, as of 4:00 p.m., New York time, on the valuation date, in accordance with U.S.

(2) Share and per Share amounts have been retroactively adjusted to reflect the 1-for-5 Reverse Share Split of the Trust’s issued and outstanding Shares completed on November 19, 2024.

(3) The Trust performed an assessment of the principal market at December 31, 2024, and identified the principal market as Coinbase.

(4) As of December 31, 2024, the Principal Market NAV per Share was calculated using the fair value of Bitcoin based on the price provided by Coinbase, the Digital Asset Trading Platform that the Trust considered its principal market, as of 4:00 p.m., New York time, on the valuation date.

(5) The Trust’s NAV per Share is derived from the Index Price as represented by the Index as of 4:00 p.m., New York time, on the valuation date.

(3) The Trust’s NAV and NAV per Share are derived from the Index Price as represented by the Index as of 4:00 p.m., New York time, on the valuation date.

The Trust’s NAV per Share is calculated using a non-GAAP methodology where the price is derived from multiple Digital Asset Trading Platforms.

Business—Overview of the Bitcoin Industry and Market—Bitcoin Value—The Index and the Index Price” for a description of the Index and the Index Price.

The Digital Asset Trading Platforms included in the Index as of December 31, 2024 were Coinbase, Kraken, LMAX Digital, Bitstamp, Bullish and Crypto.com.

Business—Valuation of Bitcoin and Determination of NAV” for a description of the Trust’s NAV per Share.

The Trust reflects creations and redemptions and the Bitcoin for proceeds receivable or payable with respect to such creations and redemptions, respectively, on the business day following the receipt of a notification of a creation or redemption order by an Authorized Participant.

Creation and redemption orders are settled on T+1 or T+2, as established at the time of order placement, and therefore the Bitcoin for proceeds receivable or payable with respect to such creations and redemptions, respectively, are recorded as a receivable or payable until the Bitcoin are delivered or removed from the Trust for settlement.

As of December 31, 2024, the Trust had a net closing balance of 38,012.91129948 Bitcoin with a value of $3,550,934,295, based on the Index Price of $93,413.90 on December 31, 2024 (non-GAAP methodology).

As of December 31, 2024, the total market value of the Trust’s Bitcoin was $3,550,034,150, based on the price of one Bitcoin on the principal market (Coinbase) of $93,390.22 on December 31, 2024.

Historical NAV and Bitcoin Prices

6 unchanged sentences

The following table illustrates the movements in the Index Price from July 31, 2024 (the commencement of the Trust’s operations) to December 31, 2025.

During such period, the Index Price has ranged from $53,461.36 to $106,734.51, with the straight average being $74,068.59 through December 31, 2024.

The Sponsor has not observed a material difference between the Index Price and average prices from the Constituent Trading Platforms, individually or as a group.

July 31, 2024 (the commencement of the Trust’s operations) to December 31, 2024

Twelve months ended December 31, 2025

July 31, 2024 (the commencement of the Trust’s operations) to December 31, 2025

The following table illustrates the movements in the Digital Asset Market price of Bitcoin, as reported on the Trust’s principal market, from July 31, 2024 (the commencement of the Trust’s operations) to December 31, 2025.

During such period, the price of Bitcoin has ranged from $53,469.64 to $106,726.24, with the straight average being $74,068.14 through December 31, 2024:

Digital Asset Market Price

1 unchanged sentence

July 31, 2024 (the commencement of the Trust’s operations) to December 31, 2024

Secondary Market Trading

The Trust’s Shares have been listed on NYSE Arca under the symbol “BTC” since July 31, 2024.

The price of the Shares as listed on NYSE Arca has varied from the NAV per Share.

From July 31, 2024 (the commencement of the Trust’s operations) to December 31, 2024, the maximum premium of the closing price of the Shares listed on NYSE Arca over the value of the Trust’s NAV per Share was 1.7%, the average premium was 0.1%, the maximum discount of the closing price of the Shares listed on NYSE Arca below the value of the Trust’s NAV per Share was 0.2%, and the average discount was 0.1%.

As of December 31, 2024, the last business day of the period, the Trust’s Shares were listed on NYSE Arca at a premium of 1.1% to the Trust’s NAV per Share.

The following table sets out the range of high and low closing prices for the Shares as reported by NYSE Arca, the Trust’s Principal Market NAV per Share calculated in accordance with U.S.

GAAP and the Trust’s NAV per Share for each of the quarters from July 31, 2024 (the commencement of the Trust’s operations) to December 31, 2024.

Principal Market NAV per

NAV per Share (2)

Principal Market NAV per

NAV per Share (2)

July 31, 2024 (the commencement of the Trust’s operations) to September 30, 2024 (3)

Fourth quarter (3)

(1) The Principal Market NAV is calculated using the fair value of Bitcoin based on the price provided by the Digital Asset Market that the Trust considers its principal market, which is Coinbase.

Management’s Discussion and Analysis of Financial Condition and Results of Operations—Critical Accounting Policies and Estimates—Principal Market and Fair Value Determination.”

(2) The Trust’s NAV per Share is derived from the Index Price as represented by the Index as of 4:00 p.m., New York time, on the valuation date.

The Index Price is calculated using non-GAAP methodology and is not used in the Trust’s financial statements, unless otherwise disclosed.

Business—Valuation of Bitcoin and Determination of NAV.”

(3) Principal Market NAV per Share and NAV per Share amounts have been retroactively adjusted to reflect the 1-for-5 Reverse Share Split of the Trust’s issued and outstanding Shares completed on November 19, 2024.

Twelve months ended December 31, 2025

July 31, 2024 (the commencement of the Trust’s operations) to December 31, 2025

The following chart sets out the historical closing prices for the Shares as reported by NYSE Arca from July 31, 2024 (the commencement of the Trust’s operations) to December 31, 2025 and the Trust’s NAV per Share from July 31, 2024 (the commencement of the Trust’s operations) to December 31, 2025.

6 unchanged sentences

NAV per Share (Non-GAAP) (%)

Recent Developments

On January 1, 2025, Grayscale Investments, LLC (“GSI”) consummated an internal corporate reorganization (the “Reorganization”), pursuant to which Grayscale Investments, LLC, the Sponsor of the Trust prior to the Reorganization, merged with and into Grayscale Operating, LLC (“GSO”), a Delaware limited liability company and a wholly owned indirect subsidiary of DCG, with GSO continuing as the surviving company (the “Merger”).

As a result of the Merger, GSO succeeded by operation of law to all the rights, powers, privileges and franchises and became subject to all of the obligations, liabilities, restrictions and disabilities of GSI, including with respect to the Sponsor Contracts (as defined below), all as provided under the Delaware Limited Liability Company Act.

The Reorganization is not expected to have any material impact on the operations of the Trust.

In connection with the Reorganization, on January 1, 2025, and promptly following the effectiveness of the Merger, GSO assigned certain contracts pertaining to its role as Sponsor (as such term is defined in the Trust Agreement) of the Trust (such contracts, the “Sponsor Contracts”) to Grayscale Investments Sponsors, LLC, a Delaware limited liability company and a wholly owned direct subsidiary of GSO (“GSIS”), whereby GSIS assumed all of the rights and obligations of GSO under the Sponsor Contracts.

Other than the assumption of the Sponsor Contracts by GSIS, the Reorganization does not alter the rights or obligations under any of the Sponsor Contracts.

In connection with the Reorganization, on January 1, 2025, and promptly following the effectiveness of the Merger, GSO and GSIS executed a Certificate of Admission, pursuant to which GSIS was admitted as an additional Sponsor of the Trust under the Trust Agreement, by and among GSO (as successor in interest to GSI), the Trustee, and the shareholders from time to time thereunder, as amended from time to time.

GSIS shall be subject to the rights and obligations of a Sponsor under the Trust Agreement.

On January 3, 2025, GSO voluntarily withdrew as a Sponsor of the Trust pursuant to the terms of the Trust Agreement, and, effective May 3, 2025, GSIS shall be the sole remaining Sponsor of the Trust.

Quantitative and Qualitat ive Disclosures about Market Risk

5 unchanged sentences

Changes in and Disagreements with Accou ntants on Accounting and Financial Disclosure

There have been no disagreements with accountants on any matter of accounting principles or practices or financial statement disclosures during the period from July 31, 2024 (the commencement of the Trust’s operations) to December 31, 2024.

There have been no disagreements with accountants on any matter of accounting principles or practices or financial statement disclosures during the year ended December 31, 2025.

Control s and Procedures

4 unchanged sentences

Management’s Report on Internal Control over Financial Reporting

This annual report does not include a report of management’s assessment regarding internal control over financial reporting or an attestation report of the Trust’s registered public accounting firm due to a transition period established by rules of the SEC for newly public companies.

In addition, because we are an “emerging growth company” under the JOBS Act, our independent registered public accounting firm will not be required to attest to the effectiveness of our internal control over financial reporting for so long as we are an emerging growth company.

The Sponsor’s management is responsible for establishing and maintaining adequate internal control over financial reporting, as defined under Exchange Act Rules 13a-15(f) and 15d-15(f).

The Trust’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with accounting principles generally accepted in the United States.

Internal control over financial reporting includes those policies and procedures that:

(1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the Trust’s assets, (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that the Trust’s receipts and expenditures are being made only in accordance with appropriate authorizations;

and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the Trust’s assets that could have a material effect on the financial statements.

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements.

Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become ineffective because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

The Principal Executive Officer and Principal Financial and Accounting Officer of the Sponsor assessed the effectiveness of the Trust’s internal control over financial reporting as of December 31, 2025.

In making this assessment, they used the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission (COSO) in Internal Control—Integrated Framework (2013).

Their assessment included an evaluation of the design of the Trust’s internal control over financial reporting and testing of the operational effectiveness of its internal control over financial reporting.

Based on their assessment and those criteria, the Principal Executive Officer and Principal Financial and Accounting Officer of the Sponsor concluded that the Trust maintained effective internal control over financial reporting as of December 31, 2025.

KPMG LLP, the independent registered public accounting firm that audited the financial statements as of and for the year ended December 31, 2025 included in this Annual Report on Form 10-K, as stated in their report which is included herein, issued an attestation report on the effectiveness of the Trust’s internal control over financial reporting as of December 31, 2025 on page F-2.

Changes in Internal Control Over Financial Reporting

10 unchanged sentences

As of and prior to December 31, 2024, GSI had a board of directors that was responsible for managing and directing the affairs of the Sponsor.

From and after January 1, 2025, GSO Intermediate Holdings Corporation (“GSOIH”), a Delaware corporation formed in connection with the Reorganization, which is the sole managing member of GSO and an indirect subsidiary of DCG, has a board of directors (each such board of directors, the “Board”).

The Board consists of Mark Shifke, Matthew Kummell, Mr.

Mintzberg, and Mr.

From January 1, 2025 to October 22, 2025, GSO Intermediate Holdings Corporation (“GSOIH”), a Delaware corporation formed in connection with the Reorganization, which was the sole managing member of GSO and an indirect subsidiary of DCG, had a board of directors which was responsible for managing and directing the affairs of the Sponsor.

On October 22, 2025, GSOIH consummated an internal corporate reorganization (the “Management Reorganization”), pursuant to which GSOIH transferred a portion of its common membership units of GSO for Class A shares of Grayscale Investments, Inc.

(“Grayscale Investments”), a Delaware corporation incorporated in connection with the Management Reorganization, and ceded its managing member rights in GSO to Grayscale Investments.

As a result of the Management Reorganization, Grayscale Investments is now the sole managing member of GSO, the sole member of the Sponsor.

From and after October 22, 2025, as a result of the Management Reorganization, DCG Grayscale Holdco, LLC (“DCG Holdco”), the sole stockholder of Grayscale Investments, elected a board of directors (the “Board”) at Grayscale Investments.

As a result of the Management Reorganization, the Board of Grayscale Investments is responsible for managing and directing the affairs of the Sponsor, and consists of Barry Silbert, Mark Shifke, Simon Koster, Peter Mintzberg, and Edward McGee, the same members as the board of directors of GSOIH prior to the Management Reorganization.

Mintzberg and Mr.

McGee also retain the authority granted to them as officers under the limited liability company agreement of the Sponsor.

McGee also retain the authority granted to them as officers of the Sponsor under the limited liability company agreement of the Sponsor.

The Sponsor has an Audit Committee.

The Audit Committee has the responsibility for overseeing the financial reporting process of the Trust, including the risks and controls of that process and such other oversight functions as are typically performed by an audit committee of a public company.

The Audit Committee consists of Mr.

McGee and Hugh Ross, Chief Operating Officer of the Sponsor.

The Sponsor has a code of ethics (the “Code of Ethics”) that applies to its executive officers and agents.

1 unchanged sentence

The Sponsor’s Code of Ethics is intended to be a codification of the business and ethical principles that guide the Sponsor, and to deter wrongdoing, to promote honest and ethical conduct, to avoid conflicts of interest, and to foster compliance with applicable governmental laws, rules and regulations, the prompt internal reporting of violations and accountability for adherence to this code.

During the period ended December 31, 2024, references to the “Sponsor” in this section refer to GSI, and thereafter refer to GSO or GSIS, as applicable.

In connection with the Reorganization, the former Board of GSI was reconstituted at GSOIH.

The members of the Board of GSOIH are the same as the members of the Board of GSI prior to the Reorganization.

Additionally, the former Audit Committee of GSI was reconstituted at GSIS.

The members of the Audit Committee of GSIS are the same as the members of the Audit Committee of GSI prior to the Reorganization.

From and after January 1, 2025, any references to the Board in this section refer to the Board of GSOIH and any references to the Audit Committee in this section refer to the Audit Committee of GSIS.

Mark Shifke, Chairman of the Board

Mark Shifke, 65, is the Chief Financial Officer of DCG and has served as chairman of the Board since January 2024.

Prior to January 1, 2025, references to the “Sponsor” in this section refer to GSI, and thereafter refer to GSO or GSIS, as applicable.

In connection with the Reorganization, the former Board of GSI was reconstituted at GSOIH, and in connection with the Management Reorganization, the former board of GSOIH was reconstituted at Grayscale Investments.

Prior to January 1, 2025, any references to the “Board” refer to the board of directors of Grayscale Investments, LLC, the former sponsor of the Trust.

From January 1, 2025 to October 22, 2025, any references to the “Board” refer to the board of directors of GSOIH.

From and after October 22, 2025, any references to the “Board” refer to the board of directors of Grayscale Investments.

Barry Silbert, Chairman of the Board

Barry Silbert, 49, is the Founder and Chief Executive Officer of DCG and has served as chairman of the Board since August 2025 (previously served as a director and chairman of the Board from February 2020 through December 2023).

Until January 2021, Mr.

Silbert was the Chief Executive Officer of the Sponsor.

A pioneer in blockchain investing, Mr.

Silbert established himself in 2012 as one of the earliest and most active investors in the industry.

Silbert founded DCG in 2015 and today, it is one of the world’s most prolific investors in decentralized technologies, backing over 250 early-stage companies in more than 40 countries.

Silbert founded Yuma, a decentralized AI-focused subsidiary of DCG, where he also serves as CEO.

Yuma invests in, builds, and scales the Bittensor network.

The Sponsor is a consolidated subsidiary of DCG.

DCG also owns Foundry, Fortitude, Luno and Yuma.

DCG also invests directly in digital currencies and other digital assets.

Prior to leading DCG, Mr.

Silbert was the founder and CEO of SecondMarket, a venture-backed technology company that was acquired by Nasdaq.

Silbert has received numerous awards and accolades, including being named “Entrepreneur of the Year” by both Ernst & Young and Crain’s, and being selected to Fortune’s prestigious “40 under 40” list.

Before becoming an entrepreneur, Mr.

Silbert worked as an investment banker.

He graduated with honors from the Goizueta Business School of Emory University.

Mark Shifke, Board Member

Mark Shifke, 66, is the Chief Financial Officer of DCG and has served as a director of the Board since January 2024.

Since March 2021, Mr.

12 unchanged sentences

in Taxation).

Matthew Kummell, Board Member

Matt Kummell, 49, is Senior Vice President of Strategy & Operations at DCG and has served as a director of the Sponsor since January 2024.

In his role at DCG, Mr.

Kummell leads the business’s post-investment efforts, including investment operations and value creation with regard to DCG’s portfolio companies.

Since December 2023, Mr.

Kummell has served as a member of the board of directors of Foundry, a digital asset mining and staking company.

Until November 2023, Mr.

Kummell served on the board of directors of CoinDesk, Inc., a digital media, events and information services company for the crypto asset and blockchain technology community.

Until January 2012, Mr.

Kummell served on the board of directors of Derivix Corporation, a financial services software company.

Prior to joining DCG, Mr.

Kummell was the Head of North America for Citi’s Business Advisory Services team, a strategic consulting practice focused on institutional investor clients in Citi’s Markets division.

Kummell has also held strategic and front-office leadership roles at Citadel, Balyasny Asset Management, and S.A.C.

Capital Advisors, the predecessor to Point 72 Asset Management.

Previously, Mr.

Kummell served as a case team leader at Bain & Company in its Boston headquarters.

Kummell is an Adjunct Professor at the Tuck School of Business at Dartmouth College.

He is a graduate of the University of California, Los Angeles (B.A.) and the Tuck School of Business at Dartmouth College (MBA).

Simon Koster, Board Member

Simon Koster, 44, is the Chief Strategy Officer of DCG and has served as a director of the Board since October 2025.

Koster leads the investment team, managing the portfolio comprised of digital assets, wholly owned subsidiaries, and more than 250 early-stage companies in over 35 nations across the world as of the date of this filing.

Prior to his current role, Mr.

Koster was the CEO of Real Estate at DCG, spearheading both internal and external real estate ventures.

Previously, he served as CEO of The Collective and brings a decade of real estate experience from JDS Development Group, where he was instrumental in the acquisition and development of top-tier residential, hospitality, and mixed-use projects in New York City and Miami.

He is a graduate of Rutgers University (B.S.) and holds a Master’s degree in Engineering from the University of Michigan.

Koster has served on the board of directors of Foundry and Luno since 2023.

He has served as a director of Fortitude since 2024 and as a director of Yuma since 2025.

Each of Foundry, Luno, Fortitude and Yuma are affiliated with the registrant.

Peter Mintzberg, Board Member and Chief Executive Officer

Peter Mintzberg, 56, has been the Chief Executive Officer of the Sponsor and has served as a director of the Sponsor since August 2024.

Peter Mintzberg, 57, has been the Chief Executive Officer of the Sponsor and has served as a director of the Board since August 2024.

Mintzberg joins the Sponsor from Goldman Sachs, where he served as Global Head of Strategy for Asset and Wealth Management.

Prior, he held several global leadership roles in Strategy, M&A, and Investor Relations at BlackRock, Apollo, OppenheimerFunds, and Invesco.

With deep knowledge across a broad base of client types and asset classes, Mintzberg has over two decades of experience developing and executing strategy and innovating to drive growth.

With deep knowledge across a broad base of client types and asset classes, Mr.

Mintzberg has over two decades of experience developing and executing strategy and innovating to drive growth.

Mintzberg started his career working at McKinsey & Co.

15 unchanged sentences

McGee is a Certified Public Accountant licensed in the state of New York.

Hugh Ross, Chief Operating Officer

Hugh Ross, 57, has been the Chief Operating Officer of the Sponsor since February 2021.

Prior to joining the Sponsor, Mr.

Ross served twelve years as Chief Operating Officer of Horizon Kinetics LLC, a New York-based investment manager where he was responsible for the operating infrastructure and various digital asset initiatives.

During the ten years immediately preceding his tenure at Horizon Kinetics, Mr.

Ross was a Vice President with Goldman Sachs & Co.

where he served as Chief Operating Officer of the long-only investment manager research team then-known as Global Manager Strategies (“GMS”), within Goldman Sachs Asset Management (“GSAM”).

Ross also served as a compliance officer for both GSAM and Goldman’s Private Wealth Management business.

Prior to joining Goldman Sachs, Mr.

Ross worked as an in-house counsel for a transfer agent and started his career as a securities industry attorney representing broker-dealers and investment advisers.

Ross is a graduate of the Goizueta Business School at Emory University (B.B.A.) and New York Law School (J.D.).

Executi ve Compensation

15 unchanged sentences

Directors & Executive Officers of the Sponsor:

Matthew Kummell

Barry Silbert (3)

Peter Mintzberg

Directors & Executive Officers of the Sponsor as a group

(1) Barry Silbert is the Chief Executive Officer of DCG and in such capacity may be deemed to have voting and dispositive power over securities held, directly or indirectly by such entity.

(2) The Trust does not have any directors, officers or employees.

Under the Trust Agreement, all management functions of the Trust have been delegated to and are conducted by the Sponsor, its agents and its affiliates.

(3) Does not include Shares beneficially owned through DCG.

* Represents beneficial ownership of less than 1%.

6 unchanged sentences

Digital Currency Group, Inc.

DCG is (i) the sole equity holder and indirect parent company of the Sponsor, and (ii) a minority interest holder in Kraken, one of the Digital Asset Trading Platforms included in the Index, representing less than 1.0% of its equity.

DCG is (i) the indirect parent company of the Sponsor, and (ii) a minority interest holder in Kraken, one of the Digital Asset Trading Platforms included in the Index, representing less than 1.0% of its equity.

DCG has investments in a large number of digital assets and companies involved in the digital asset ecosystem, including trading platforms and custodians.

2 unchanged sentences

The Sponsor has a conflict of interest in allocating its own limited resources among, when applicable, different clients and potential future business ventures, to each of which it owes fiduciary duties.

Additionally, the professional staff of the Sponsor also services other affiliates of the Trust, including several other digital asset investment vehicles, and their respective clients.

Additionally, the professional staff of the Sponsor also services other

affiliates of the Trust, including several other digital asset investment vehicles, and their respective clients.

Although the Sponsor and its professional staff cannot and will not devote all of its or their respective time or resources to the management of the affairs of the Trust, the Sponsor intends to devote, and to cause its professional staff to devote, sufficient time and resources to manage properly the affairs of the Trust consistent with its or their respective fiduciary duties to the Trust and others.

4 unchanged sentences

The Sponsor and any affiliated service provider may, from time to time, have conflicting demands in respect of their obligations to the Trust and, in the future, to other clients.

It is possible that future business ventures of the Sponsor and affiliated service providers may generate larger fees, resulting in increased payments to employees, and therefore, incentivizing the Sponsor and/or the affiliated service providers to allocate it/their limited resources accordingly to the potential detriment of the Trust.

It is possible that future business ventures of the Sponsor and affiliated service providers may generate larger fees, resulting in increased payments to employees, and therefore, incentivizing the Sponsor and/or the affiliated service providers to allocate its/their limited resources accordingly to the potential detriment of the Trust.

There is an absence of arm’s length negotiation with respect to some of the terms of the Trust, and, where applicable, there has been no independent due diligence conducted with respect to the Trust.

8 unchanged sentences

Principal Accou ntant Fees and Services

Fees for services performed by KPMG, LLP for the period from July 31, 2024 (the commencement of the Trust’s operations) to December 31, 2024 were:

Fees for services performed by KPMG, LLP (“KPMG”) for the year ended December 31, 2025 and the period from July 31, 2024 (the commencement of the Trust’s operations) to December 31, 2024 were:

December 31, 2025

July 31, 2024 (the Commencement of the Trust’s Operations) to December 31, 2024

2 unchanged sentences

The Trust has no board of directors, and as a result, has no audit committee or pre-approval policy with respect to fees paid to its principal accounting firm.

Such determinations, including for the fiscal period from July 31, 2024 (the commencement of the Trust’s operations) to December 31, 2024, are made by the Sponsor’s Board of Directors and Audit Committee.

From and after January 1, 2025, such determinations are made by the Board of Directors of GSOIH and the Audit Committee of GSIS.

Such determinations, including for the fiscal year ended December 31, 2025, are made by the Sponsor’s Board and Audit Committee.

Prior to January 1, 2025, “Board” refers to the board of directors of Grayscale Investments, LLC, the former Sponsor of the Trust.

From January 1, 2025, to October 22, 2025, “Board” refers to the board of directors of GSOIH.

From and after October 22, 2025, “Board” refers to the board of directors of Grayscale Investments.

Exhibits and Fina ncial Statements Schedules

4 unchanged sentences

Exhibit Description

Certificate of Trust (incorporated by reference to Exhibit 3.1 of the Registration Statement on Form S-1 filed by the Registrant on July 29, 2024)

Certificate of Amendment to Certificate of Trust (incorporated by reference to Exhibit 4.2 of the Form 8-K filed by the Registrant on November 4, 2024).

Amended and Restated Declaration of Trust and Trust Agreement (incorporated by reference to Exhibit 4.1 of the Registration Statement on Form S-1 filed by the Registrant on July 29, 2024).

Amendment No.

1 to the Amended and Restated Declaration of Trust and Trust Agreement (incorporated by reference to Exhibit 4.1 of the current report on Form 8-K filed by the Registrant on November 4, 2024).

Certificate of Amendment to Certificate of Trust (incorporated by reference to Exhibit 4.2 of the current report on Form 8-K filed by the Registrant on November 4, 2024).

Form of Participant Agreement (incorporated by reference to Exhibit 4.2 of the Registration Statement on Form S-1 filed by the Registrant on July 29, 2024).

1 to the Amended and Restated Declaration of Trust and Trust Agreement (incorporated by reference to Exhibit 4.1 of the Form 8-K filed by the Registrant on November 4, 2024).

Form of Participant Agreement (incorporated by reference to Exhibit 10.1 of the Form 8-K filed by the Registrant on February 6, 2026).

Description of Registrant’s Securities.

Prime Broker Agreement, dated May 2, 2024, between the Sponsor and the Prime Broker, on behalf of itself, the Custodian and Coinbase Credit (incorporated by reference to Exhibit 10.1 of the Registration Statement on Form S-1 filed by the Registrant on July 29, 2024).

Fund Administration and Accounting Agreement, dated April 17, 2024, between the Trust and the Administrator (incorporated by reference to Exhibit 10.2 of the Registration Statement on Form S-1 filed by the Registrant on July 29, 2024).

Prime Broker Agreement, dated October 3, 2025, between the Sponsor and the Prime Broker, on behalf of itself, the Custodian and Coinbase Credit (incorporated by reference to Exhibit 10.1 of the Form 8-K filed by the Registrant on October 9, 2025).

Fund Administration and Accounting Agreement, dated October 9, 2025, between the Trust and the Administrator (incorporated by reference to Exhibit 10.2 of the Form 8-K filed by the Registrant on October 9, 2025).

Marketing Agent Agreement, dated May 14, 2024, between the Sponsor and the Marketing Agent (incorporated by reference to Exhibit 10.5 of the Registration Statement on Form S-1 filed by the Registrant on July 29, 2024)

3 unchanged sentences

Amendment No.

6 to the Index License Agreement dated March 1, 2025, between the Sponsor and Index Provider.

6 to the Index License Agreement dated March 1, 2025, between the Sponsor and Index Provider (incorporated by reference to Exhibit 10.6 of the Annual Report on Form 10-K filed by the Registrant on February 28, 2025).

Transfer Agency and Service Agreement, dated April 17, 2024 (incorporated by reference to Exhibit 10.6 of the Registration Statement on Form S-1 filed by the Registrant on May 8, 2024).

Co-Transfer Agency Agreement, dated April 29, 2024, between the Sponsor and Continental Stock Transfer & Trust Company.

Assignment and Assumption Agreement (incorporated by reference to Exhibit 10.1 of the current report on Form 8-K filed by the Registrant on January 3, 2025).

Coinbase Assignment Agreement (incorporated by reference to Exhibit 10.2 of the current report on Form 8-K filed by the Registrant on January 3, 2025).

Foreside Assignment Agreement (incorporated by reference to Exhibit 10.3 of the current report on Form 8-K filed by the Registrant on January 3, 2025).

Co-Transfer Agency Agreement, dated April 29, 2024, between the Sponsor and Continental Stock Transfer & Trust Company (incorporated by reference to Exhibit 10.8 of the Annual Report on Form 10-K filed by the Registrant on February 28, 2025).

Assignment and Assumption Agreement (incorporated by reference to Exhibit 10.1 of the Form 8-K filed by the Registrant on January 3, 2025).

Coinbase Assignment Agreement (incorporated by reference to Exhibit 10.2 of the Form 8-K filed by the Registrant on January 3, 2025).

Foreside Assignment Agreement (incorporated by reference to Exhibit 10.3 of the Form 8-K filed by the Registrant on January 3, 2025).

Master Custody Service Agreement, dated August 8, 2025, between the Trust and Anchorage Digital Bank N.A.

(incorporated by reference to Exhibit 10.1 of the Form 8-K filed by the Registrant on September 26, 2025).

Second Amendment to Master Custody Service Agreement, dated September 25, 2025, between the Trust and Anchorage Digital Bank N.A.

(incorporated by reference to Exhibit 10.2 of the Form 8-K filed by the Registrant on September 26, 2025).

Master Services Agreement, dated August 6, 2020, between the Sponsor and the Secondary Index Provider.

Certification by Principal Executive Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

18 unchanged sentences

“ Additional Creation Cash ”—In connection with a creation pursuant to an Actual Execution Cash Order, the amount of additional cash required to be delivered by the Authorized Participant in the event the price realized in acquiring the corresponding Total Basket Amount is higher than the Total Basket NAV on the trade date.

“ Additional Custodian ” or “ Anchorage Digital ”—Anchorage Digital Bank N.A.

“ Additional Redemption Cash ”—In connection with a redemption pursuant to an Actual Execution Cash Order, the amount of additional cash to be delivered to the Authorized Participant in the event the price realized in disposing the corresponding Total Basket Amount is higher than the Total Basket NAV on the trade date.

3 unchanged sentences

“ Affirmative Action ”—A decision by the Trust to acquire or abandon specific Incidental Rights and IR Virtual Currency at any time prior to the time of a creation or redemption of Shares.

“ Anchorage Digital Custodian Agreement ”—The Master Custody Service Agreement, dated as of August 8, 2025, between

the Trust and Anchorage Digital regarding the custody and safekeeping of the Trust’s Bitcoin holdings.

“ AML ”—Anti-money laundering.

“ AP Designee ”— An Authorized Participant’s designee in connection with In-Kind Orders (to the extent In-Kind Regulatory Approval is obtained).

“ AP Designee ”— An Authorized Participant’s designee in connection with In-Kind Orders.

“ Authorized Participant ”— Certain eligible financial institutions that have entered into an agreement with the Trust and the Sponsor concerning the creation or redemption of Shares.

Each Authorized Participant (i) is a registered broker-dealer and (ii) has entered into a Participant Agreement with the Sponsor and the Transfer Agent.

Subject to In-Kind Regulatory Approval, in the future any Authorized Participants creating and redeeming Shares through In-Kind Orders must also own, or their AP Designee (as defined above) must own, a Bitcoin wallet address that is known to the Custodian as belonging to the Authorized Participant or its AP Designee and maintain an account with the Custodian.

Each Authorized Participant (i) is a registered broker-dealer and (ii) has entered into a Participant Agreement with the Sponsor and the Transfer Agent, and (iii) in the case of creations or redemptions through In-Kind Orders must also own, or their AP Designee (as defined above) must own, a Bitcoin wallet address that is known to the Custodian as belonging to the Authorized Participant or its AP Designee and maintain an account with the Custodian.

“ Basket ”—A block of 10,000 Shares.

“ Basket Amount ”—On any trade date, the amount of Bitcoin required as of such trade date for the creation or redemption of a Basket, as determined by dividing (x) the amount of Bitcoin owned by the Trust at 4:00 p.m., New York time, on such trade date, after deducting the amount of Bitcoin representing the U.S.

dollar value of accrued but unpaid fees and expenses of the Trust (converted using the Index Price at such time, and carried to the eighth decimal place), by (y) the number of Shares outstanding at such time (with the quotient so obtained calculated to one one-hundred-millionth of one Bitcoin ( i.e.

the quotient so obtained calculated to one one-hundred-millionth of one Bitcoin (i.e .

, carried to the eighth decimal place)), and multiplying such quotient by 10,000.

9 unchanged sentences

“ Blockchain ” or “ Bitcoin Blockchain ”—The public transaction ledger of the Bitcoin Network on which transactions in Bitcoin are recorded.

“ Board ”—Board of Directors of Grayscale Investments, Inc., which, as of October 22, 2025, and pursuant to the Management Reorganization, manages and directs the affairs of the Sponsor.

Prior to January 1, 2025, any references to the “Board” refer to the board of directors of Grayscale Investments, LLC, the former Sponsor of the Trust.

From January 1, 2025, to October 22, 2025, any references to the “Board” refer to the board of directors of GSOIH.

From and after October 22, 2025, any references to the “Board” refer to the board of directors of Grayscale Investments.

“ Cash Account ”—The segregated account maintained by the Transfer Agent in the name of the Trust for purposes of receiving cash from Authorized Participants in connection with creations of Shares and distributing cash to Authorized Participants in connection with redemptions of Shares.

2 unchanged sentences

Unless the Sponsor determines otherwise in its sole discretion based on market conditions and other factors existing at the time of such Cash Order, all creations and redemptions pursuant to Cash Orders are expected to be executed as Variable Fee Cash Orders.

“ CDI ”—CoinDesk Indices, Inc., with its affiliates, including CC Data Limited.

“ CEA ”—Commodity Exchange Act of 1936, as amended.

18 unchanged sentences

“ Custodial Entities ”—The Prime Broker, together with the Custodian.

“ Custodian ”—Coinbase Custody Trust Company, LLC.

“ Custodian ”—Coinbase Custody Trust Company, LLC, Anchorage Digital Bank N.A.

and/or other custodians, collectively or

in their individual capacities, as the context may require.

“ Custodian Fee ”—Fee payable to the Custodian and the Prime Broker for services they provide to the Trust, which the Sponsor shall pay to the Custodian and the Prime Broker as a Sponsor-paid Expense.

“ DCG ”—Digital Currency Group, Inc.

“ DCG Holdco ”—DCG Grayscale Holdco, LLC.

“ DCM ”—A designated contract market, which is a board of trade (commonly referred to as an exchange) that operates under the regulatory oversight of the CFTC.

19 unchanged sentences

“GBTC ”—Grayscale Bitcoin Trust ETF, another Delaware Statutory Trust whose purpose is to hold Bitcoin and which is sponsored by the Sponsor.

“ Grayscale Securities ”—Grayscale Securities, LLC, a wholly owned subsidiary of GSI until December 31, 2024, and GSO thereafter.

“ Grayscale Investments ”—Grayscale Investments, Inc., a Delaware corporation and a consolidated subsidiary of DCG.

“ Grayscale Securities ”—Grayscale Securities, LLC, a consolidated subsidiary of GSO.

“ GSI ”—Grayscale Investments, LLC, the Sponsor of the Trust until December 31, 2024.

“ GSIS ”—Grayscale Investments Sponsors, LLC, a Delaware limited liability company, the Sponsor of the Trust from and after January 1, 2025 and a wholly owned direct subsidiary of Grayscale Operating, LLC.

“ GSO ”—Grayscale Operating, LLC, a Delaware limited liability company and a wholly owned indirect subsidiary of Digital Currency Group, Inc.

“ GSOIH ”—GSO Intermediate Holdings Corporation, a Delaware corporation formed in connection with the Reorganization which is the sole managing member of GSO, and an indirect subsidiary of DCG.

“ GSIS ”—Grayscale Investments Sponsors, LLC, a Delaware limited liability company and a consolidated subsidiary of Grayscale Operating, LLC.

“ GSO ”—Grayscale Operating, LLC, a Delaware limited liability company and a consolidated subsidiary of DCG.

“ GSOIH ”—GSO Intermediate Holdings Corporation, a Delaware corporation and a consolidated subsidiary of DCG.

“ ICE ”—Intercontinental Exchange.

8 unchanged sentences

“Initial Distribution” —The contribution by GBTC of 26,935.83753443 Bitcoin to the Trust, in exchange for 60,738,020 newly created Shares of the Trust (retroactively adjusted to reflect the 1-for-5 Reverse Share Split of the Trust’s issued and outstanding Shares completed on November 19, 2024), which were distributed on the Distribution Date to GBTC shareholders as of the Record Date, pro rata based on a 1:1 ratio.

“ In-Kind Order ”—An order for the creation or redemption of Shares pursuant to which the Authorized Participant (or its AP Designee) will deliver or receive Bitcoin directly from the Trust’s Vault Balance.

“ Investment Advisers Act ”—Investment Advisers Act of 1940, as amended.

1 unchanged sentence

“ Investor ”—Any investor that has entered into a subscription agreement with an Authorized Participant, pursuant to which such Authorized Participant will act as agent for the investor.

Because In-Kind Regulatory Approval has not been obtained, at this time Shares will not be created or redeemed through In-Kind Orders.

“ In-Kind Regulatory Approval ”—The necessary regulatory approval to permit NYSE Arca to list the Shares of the Trust utilizing a structure that allows the Trust to create and redeem Shares via in-kind transactions with Authorized Participants or their AP Designees in exchange for Bitcoin.

In common with other spot digital asset exchange-traded products, the Trust is not at this time able to create and redeem shares via in-kind transactions with Authorized Participants, and there has yet to be definitive regulatory guidance on whether and how registered broker-dealers can hold and deal in Bitcoin in compliance with the federal securities laws.

To the extent further regulatory clarity emerges, the Sponsor expects NYSE Arca to seek the necessary regulatory approval to amend its listing rules to permit the Trust to create and redeem Shares through In-Kind Orders.

There can be no assurance as to when such regulatory clarity will emerge, or when NYSE Arca will seek or obtain such regulatory approval, if at all.

“ IRAs ”—Individual retirement accounts.

9 unchanged sentences

“Liquidity Provider” —One or more eligible companies that facilitate the purchase and sale of Bitcoin in connection with creations or redemptions pursuant to Cash Orders.

The Liquidity Providers with which Grayscale Investments Sponsors, LLC, acting in its capacity as the Liquidity Engager, will engage in Bitcoin transactions are third parties that are not affiliated with the Sponsor or the Trust and are not acting as agents of the Trust, the Sponsor, or any Authorized Participant, and all transactions will be done on an arms-length basis.

The Liquidity Providers with which Grayscale Investments Sponsors, LLC , acting in its capacity as the Liquidity Engager, will engage in Bitcoin transactions are third parties that are not affiliated with the Sponsor or the Trust and are not acting as agents of the Trust, the Sponsor, or any Authorized Participant.

Except for the contractual relationships between each Liquidity Provider and Grayscale Investments Sponsors, LLC in its capacity as the Liquidity Engager, there is no contractual relationship between each Liquidity Provider and the Trust, the Sponsor, or any Authorized Participant.

“ Management Reorganization ”—An internal corporate reorganization consummated on October 22, 2025.

As a result of the Management Reorganization, Grayscale Investments is now the sole managing member of GSO, the sole member of the Sponsor, and the Board of Grayscale Investments is responsible for managing and directing the affairs of the Sponsor.

“Marketing Agent” — Foreside Fund Services, LLC.

14 unchanged sentences

“ NYSE Arca ”—NYSE Arca, Inc.

“ Participant Agreement ”—An agreement entered into by an Authorized Participant with the Sponsor and the Transfer Agent that provides the procedures for the creation and redemption of Baskets via a Liquidity Provider.

“ Participant Agreement ”—An agreement entered into by an Authorized Participant with the Sponsor and the Transfer Agent that provides the procedures for the creation and redemption of Baskets.

“ Plan Asset Regulations ”—The Department of Labor’s regulations at section 2510.3-101, as amended by Section 3(42) of ERISA.

1 unchanged sentence

“ Pre-Creation/Redemption Abandonment ”—The abandonment by the Trust, irrevocably for no direct or indirect consideration, all Incidental Rights and IR Virtual Currency to which the Trust would otherwise be entitled, effective immediately prior to a Creation Time or a Redemption Time (as the case may be) for the Trust.

“ Pre-Creation/Redemption Abandonment Notice ”—A notice, as amended or supplemented from time to time, delivered by the Sponsor to each of the Prime Broker, the Custodian and Coinbase Credit, on behalf of the Trust, stating that the Trust will abandon, irrevocably and for no direct or indirect consideration, effective immediately prior to each Creation Time and each Redemption Time for the Trust, all Incidental Rights and IR Virtual Currency to which it would otherwise be entitled as of such time and with respect to which the Trust has not taken any Affirmative Action at or prior to such time.

“ Pre-Creation/Redemption Abandonment Notices ”—The notices, collectively, as amended or supplemented from time to time, delivered by the Sponsor to each of the Prime Broker, the Custodian and Coinbase Credit, on behalf of the Trust, stating that the Trust will abandon, irrevocably and for no direct or indirect consideration, effective immediately prior to each Creation Time and each Redemption Time for the Trust, all Incidental Rights and IR Virtual Currency to which it would otherwise be entitled as of such time and with respect to which the Trust has not taken any Affirmative Action at or prior to such time.

“ Prime Broker ”—Coinbase, Inc.

“ Prime Broker Agreement ”—The Prime Broker Agreement, dated as of May 2, 2024, by and among the Trust, the Sponsor and the Prime Broker, on behalf of itself, the Custodian and Coinbase Credit, that governs the Trust’s and the Sponsor’s use of the Custodial and Prime Broker Services provided by the Custodian and the Prime Broker.

“ Prime Broker Agreement ”—The Prime Broker Agreement, dated as of October 3, 2025, by and among the Trust, the Sponsor and the Prime Broker, on behalf of itself, the Custodian and Coinbase Credit, that governs the Trust’s and the Sponsor’s use of the Custodial and Prime Broker Services provided by the Custodian and the Prime Broker.

“ Principal Market NAV ”—The net asset value of the Trust determined on a U.S.

“ Record Date ”—July 30, 2024, the record date for the Initial Distribution.

“ Redemption Basket ”—Basket of Shares redeemed by the Trust upon distribution or disposition of the Basket Amount required for each such Redemption Basket.

“ Redemption Cash Shortfall ”—In connection with a redemption pursuant to an Actual Execution Cash Order, the amount by which the cash to be delivered to the Authorized Participant is reduced in the event the price realized in disposing the corresponding Total Basket Amount is lower than the Total Basket NAV on the trade date.

21 unchanged sentences

“ Sponsor ” or “ Co-Sponsor ”—The sponsor of the Trust.

Grayscale Investments, LLC was the sponsor of the Trust before January 1, 2025, Grayscale Operating, LLC is a co-sponsor of the Trust from January 1, 2025 to May 3, 2025, and Grayscale Investments Sponsors, LLC is a co-sponsor of the Trust from January 1, 2025 to May 3, 2025 and will be the sole remaining sponsor thereafter.

Grayscale Investments, LLC was the sponsor of the Trust before January 1, 2025, Grayscale Operating, LLC was a co-sponsor of the Trust from January 1, 2025 to May 3, 2025, and Grayscale Investments Sponsors, LLC was a co-sponsor of the Trust from January 1, 2025 to May 3, 2025 and became the sole remaining sponsor thereafter.

“ Sponsor Contracts”— Certain contracts assigned by GSO pertaining to its role as Sponsor (as such term is defined in the Trust Agreement) of the Trust to GSIS in connection with the Reorganization.

31 unchanged sentences

Member of the Board of Directors and Chief Financial Officer (Principal Financial and Accounting Officer)*

/s/ Mark Shifke

/s/ Barry Silbert

Barry Silbert

Chairman of the Board of Directors

/s/ Matthew Kummell

Matthew Kummell

/s/ Mark Shifke

Member of the Board of Directors

/s/ Simon Koster

Member of the Board of Directors

February 25, 2026

* The Registrant is a trust and the persons are signing in their capacities as officers of Grayscale Operating, LLC, the sole member of Grayscale Investments Sponsors, LLC, the Sponsor of the Registrant, or directors of GSO Intermediate Holdings Corporation, the sole managing member of Grayscale Operating, LLC, as applicable.

* The Registrant is a trust and the persons are signing in their capacities as officers of Grayscale Investments Sponsors, LLC, the Sponsor of the Registrant, or directors of Grayscale Investments, Inc., the sole managing member of Grayscale Operating, LLC, the sole member of Grayscale Investments Sponsors, LLC, as applicable.

INDEX TO FINANCIAL STATEMENTS

1 unchanged sentence

Report of Independent Registered Public Accounting Firm (KPMG LLP, PCAOB ID 185 )

Statement of Assets and Liabilities at December 31, 2024

Schedule of Investment at December 31, 2024

Statement of Operations for the Period from July 31, 2024 (the Commencement of the Trust’s Operations) to December 31, 2024

Statement of Changes in Net Assets for the Period from July 31, 2024 (the Commencement of the Trust’s Operations) to December 31, 2024

Statement of Cash Flows for the Period from July 31, 2024 (the Commencement of the Trust’s Operations) to December 31, 2024

Statements of Assets and Liabilities at December 31, 2025 and 2024

Schedules of Investment at December 31, 2025 and 2024

Statements of Operations for the Year Ended December 31, 2025 and for the Period from July 31, 2024 (the Commencement of the Trust’s Operations) to December 31, 2024

Statements of Changes in Net Assets for the Year Ended December 31, 2025 and for the Period from July 31, 2024 (the Commencement of the Trust’s Operations) to December 31, 2024

Statements of Cash Flows for the Year Ended December 31, 2025 and for the Period from July 31, 2024 (the Commencement of the Trust’s Operations) to December 31, 2024

Notes to Financial Statements

3 unchanged sentences

Opinion on the Financial Statements

We have audited the accompanying statement of assets and liabilities of Grayscale Bitcoin Mini Trust ETF (the Trust), including the schedule of investment, as of December 31, 2024, the related statements of operations, changes in net assets, and cash flows for the period from July 31, 2024 (the commencement of the Trust’s operations) to December 31, 2024, and the related notes (collectively, the financial statements).

In our opinion, the financial statements present fairly, in all material respects, the financial position of the Trust as of December 31, 2024, and the results of its operations, changes in its net assets and its cash flows for the period then ended, in conformity with U.S.

We have audited the accompanying statements of assets and liabilities, including the schedules of investment of Grayscale Bitcoin Mini Trust ETF (the Trust), as of December 31, 2025 and December 31, 2024, the related statements of operations, changes in net assets, and cash flows for the year ended December 31, 2025 and for the period from July 31, 2024 (the commencement of the Trust’s operations) to December 31, 2024, and the related notes (collectively, the financial statements).

In our opinion, the financial statements present fairly, in all material respects, the financial position of the Trust as of December 31, 2025, and December 31, 2024, and the results of its operations, the changes in its net assets, and its cash flows for the year ended December 31, 2025 and for the period from July 31, 2024 (the commencement of the Trust’s operations) to December 31, 2024, in conformity with U.S.

generally accepted accounting principles.

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the Trust’s internal control over financial reporting as of December 31, 2025, based on criteria established in Internal Control – Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission, and our report dated February 25, 2026expressed an unqualified opinion on the effectiveness of the Trust’s internal control over financial reporting.

Basis for Opinion

These financial statements are the responsibility of the Trust’s management.

Our responsibility is to express an opinion on these financial statements based on our audit.

We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Trust in accordance with the U.S.

Our responsibility is to express an opinion on these financial statements based on our audits.

We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Trust in accordance with the U.S.

federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audit in accordance with the standards of the PCAOB.

We conducted our audits in accordance with the standards of the PCAOB.

Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud.

Our audit included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks.

Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks.

Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements.

Our audit also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements.

We believe that our audit provides a reasonable basis for our opinion.

Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements.

We believe that our audits provide a reasonable basis for our opinion.

Critical Audit Matter

The critical audit matter communicated below is a matter arising from the current period audit of the financial statements that was communicated or required to be communicated to the audit committee and that:

(1) relates to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective, or complex judgments.

The communication of a critical audit matter does not alter in any way our opinion on the financial statements, taken as a whole, and we are not, by communicating the critical audit matter below, providing a separate opinion on the critical audit matter or on the accounts or disclosures to which it relates.

Evaluation of the existence and rights over the investment in Bitcoin

As discussed in Notes 2 and 3 to the financial statements, the Trust accounts for its investment in Bitcoin at fair value in accordance with its classification as an investment company for accounting purposes.

As of December 31, 2025, the fair value of the Trust’s investment in Bitcoin was $4.2 billion, with a respective cost basis of $3.9 billion.

We identified the evaluation of the existence of and the Trust’s rights to Bitcoin, including the risk that the Trust’s investment in Bitcoin may not be owned by the Trust, as a critical audit matter.

A high degree of auditor judgment was involved in determining the nature and extent of the procedures performed and audit evidence obtained to assess the existence of and the Trust’s rights to its investment in Bitcoin, as control and access over the Bitcoin was provided through private keys stored using third-party custodial services.

In addition, auditor judgment was required to evaluate the sufficiency of audit evidence obtained.

The following are the primary procedures we performed to address this critical audit matter.

We evaluated the design and tested the operating effectiveness of certain internal controls over the existence of the Trust’s investment in Bitcoin and the Trust’s rights over its investment in Bitcoin, including controls over the comparison of the Trust’s records of Bitcoin held to the third-party custodial records.

We involved information technology professionals with specialized skills and knowledge in blockchain technology, who assisted in evaluating certain internal controls over the safeguarding of digital assets process performed at the third-party custodian, specifically related to the generation of the private keys, the storing of these keys, and the reconciliation of digital assets per the custodial service ledgers to the public blockchain.

We obtained confirmation of the Trust’s investment in Bitcoin held with the third-party custodian as of December 31, 2025, and compared the results of the confirmation to the Trust’s record of its investment in Bitcoin.

We compared the Trust’s record for a selection of on blockchain Bitcoin purchase and sale transactions to the records on the public blockchain using a software audit tool.

We also obtained and assessed evidence that such transactions were appropriately authorized and that the Trust controlled the Bitcoin through the third-party custodian.

We evaluated the reliability of audit evidence obtained from the public blockchain.

We also assessed the sufficiency of audit evidence obtained by evaluating the cumulative results of the audit procedures.

We have served as the Trust’s auditor since 2024.

1 unchanged sentence

February 25, 2026

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Shareholders and Sponsor of

Grayscale Bitcoin Mini Trust ETF:

STATEMENT OF ASSET S AND LIABILITIES

Opinion on Internal Control Over Financial Reporting

We have audited Grayscale Bitcoin Mini Trust ETF's (the Trust) internal control over financial reporting as of December 31, 2025, based on criteria established in Internal Control – Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission.

In our opinion, the Trust maintained, in all material respects, effective internal control over financial reporting as of December 31, 2025, based on criteria established in Internal Control – Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission.

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the statements of assets and liabilities, including the schedules of investment, of the Trust as of December 31, 2025 and December 31, 2024, the related statements of operations, changes in net assets, and cash flows for the year ended December 31, 2025 and for the period from July 31, 2024 (the commencement of the Trust’s operations) to December 31, 2024 and the related notes (collectively, the financial statements), and our report dated February 25, 2026 expressed an unqualified opinion on those financial statements.

Basis for Opinion

The Trust’s management is responsible for maintaining effective internal control over financial reporting and for its assessment of the effectiveness of internal control over financial reporting, included in the accompanying Management's Report on Internal Control over Financial Reporting.

Our responsibility is to express an opinion on the Trust’s internal control over financial reporting based on our audit.

We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Trust in accordance with the U.S.

federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audit in accordance with the standards of the PCAOB.

Those standards require that we plan and perform the audit to obtain reasonable assurance about whether effective internal control over financial reporting was maintained in all material respects.

Our audit of internal control over financial reporting included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk.

Our audit also included performing such other procedures as we considered necessary in the circumstances.

We believe that our audit provides a reasonable basis for our opinion.

Definition and Limitations of Internal Control Over Financial Reporting

A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles.

A company’s internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company;

(2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company;

and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements.

Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

New York, New York

February 25, 2026

PART I – FINANCIAL INFORMATION:

Financial Statements

GRAYSCALE BITCOIN MINI TRUST ETF

STATEMENTS OF ASSET S AND LIABILITIES

( Amounts in thousands, except Share and per Share amounts)

December 31, 2025

Investment in Bitcoin, at fair value (cost $ 2,660,957 as of December 31, 2024)

December 31, 2024

Investment in Bitcoin, at fair value (cost $ 3,916,367 and $ 2,660,957 as of December 31, 2025 and 2024, respectively)

Sponsor’s Fee payable, related party

1 unchanged sentence

Shares issued and outstanding, no par value (unlimited Shares authorized )

Principal market net asset value per Share

(1) No comparative financial statements have been provided as the Trust’s operations commenced on July 31, 2024.

Prior to the commencement of operations on July 31, 2024, the Sponsor redeemed the initial seed capital of 10,000 shares for $ 100,000 .

Principal Market NAV per Share

See accompanying notes to financial statements.

GRAYSCALE BITCOIN MINI TRUST ETF

SCHEDULE OF INVESTMENT

SCHEDULES OF INVESTMENT

( Amounts in thousands, except quantity of Bitcoin and percentages)

4 unchanged sentences

Total Investment

(1) No comparative financial statements have been provided as the Trust’s operations commenced on July 31, 2024.

Prior to the commencement of operations on July 31, 2024, the Sponsor redeemed the initial seed capital of 10,000 shares for $ 100,000 .

December 31, 2024

Quantity of Bitcoin

Investment in Bitcoin

38,012.91129948

Total Investment

See accompanying notes to financial statements.

GRAYSCALE BITCOIN MINI TRUST ETF

STATEMENT OF OPERATIONS

STATEMENTS OF OPERATIONS

( Amounts in thousands)

December 31, 2025

July 31, 2024 (the Commencement of the Trust’s Operations) to December 31, 2024

3 unchanged sentences

Net investment loss

Net realized and unrealized gain from:

Net realized and unrealized (loss) gain from:

Net realized gain on investment in Bitcoin sold to pay expenses

Net realized gain on investment in Bitcoin sold for redemption of Shares

Net change in unrealized appreciation on investment in Bitcoin

Net realized and unrealized gain on investment

Net increase in net assets resulting from operations

(1) No comparative financial statements have been provided as the Trust’s operations commenced on July 31, 2024.

Prior to the commencement of operations on July 31, 2024, the Sponsor redeemed the initial seed capital of 10,000 shares for $ 100,000 .

Net change in unrealized appreciation/depreciation on investment in Bitcoin

Net realized and unrealized (loss) gain on investment

Net (decrease) increase in net assets resulting from operations

See accompanying notes to financial statements.

GRAYSCALE BITCOIN MINI TRUST ETF

STATEMENT OF CHANG ES IN NET ASSETS

STATEMENTS OF CHANG ES IN NET ASSETS

( Amounts in thousands, except change in Shares outstanding)

July 31, 2024 (the Commencement of the Trust’s Operations) to December 31, 2024 (1)

Increase in net assets from operations:

December 31, 2025

For the Period from July 31, 2024 (the Commencement of the Trust’s Operations) to December 31, 2024

(Decrease) increase in net assets from operations:

Net investment loss

1 unchanged sentence

Net realized gain on investment in Bitcoin sold for redemption of Shares

Net change in unrealized appreciation on investment in Bitcoin

Net increase in net assets resulting from operations

Net change in unrealized appreciation/depreciation on investment in Bitcoin

Net (decrease) increase in net assets resulting from operations

Increase in net assets from capital share transactions:

13 unchanged sentences

Shares outstanding at end of period

(1) No comparative financial statements have been provided as the Trust’s operations commenced on July 31, 2024.

Prior to the commencement of operations on July 31, 2024, the Sponsor redeemed the initial seed capital of 10,000 shares for $ 100,000 .

(1) Represents the impact of the Initial Distribution of 26,935.83753443 Bitcoin, with a value of approximately $ 1,756.8 million from Grayscale Bitcoin Trust ETF, completed on July 31, 2024, as discussed in Note 4.

2 unchanged sentences

GRAYSCALE BITCOIN MINI TRUST ETF

STATEMENT OF CASH FLOWS

STATEMENTS OF CASH FLOWS

(Amounts in thousands)

July 31, 2024 (the Commencement of the Trust’s Operations) to December 31, 2024 (1)

December 31, 2025

For the Period from July 31, 2024 (the Commencement of the Trust’s Operations) to December 31, 2024 (2)

Cash used in operating activities

Net increase in net assets resulting from operations

Adjustments to reconcile net increase (decrease) in net assets resulting from operations to net cash used in operating activities:

Net (decrease) increase in net assets resulting from operations

Adjustments to reconcile net decrease in net assets resulting from operations to net cash used in operating activities:

Purchases of Bitcoin (1)

1 unchanged sentence

Proceeds from Bitcoin sold to pay expenses

Net realized (gain) loss

Net change in unrealized (appreciation) depreciation

Net realized gain

Net change in unrealized appreciation/depreciation on investment in Bitcoin

Change in operating assets and liabilities:

12 unchanged sentences

Transfer of Bitcoin from Initial Distribution (3)

(1) No comparative financial statements have been provided as the Trust’s operations commenced on July 31, 2024.

Prior to the commencement of operations on July 31, 2024, the Sponsor redeemed the initial seed capital of 10,000 shares for $ 100,000 .

(1) The proceeds collected by an Authorized Participant from the sale of Shares and the payments for Shares redeemed by an Authorized Participant do not correlate with the amounts in the Statement of Operations and the Statement of Changes in Net Assets for the period due to creations and redemptions occurring at the Index Price as defined in the Trust Agreement.

(2) Prior to the commencement of operations on July 31, 2024, Grayscale Investments, LLC redeemed the initial seed capital of 10,000 shares for $ 100,000 , as discussed in Note 1.

(3) Represents the impact of the Initial Distribution of 26,935.83753443 Bitcoin, with a value of approximately $ 1,756.8 million from Grayscale Bitcoin Trust ETF, completed on July 31, 2024, as discussed in Note 4.

7 unchanged sentences

333- 277837).

As of July 31, 2024, the Trust is an SEC reporting company with its Shares registered pursuant to Section 12(b) of the Exchange Act.

On April 29, 2024, Grayscale Investments, LLC (“Grayscale” or the “Sponsor”) purchased 10,000 Shares (the “Seed Shares”) for $ 100,000 ($ 10.00 per share).

The Sponsor did not receive from the Trust, or any of its affiliates, any fee or other compensation in connection with the initial seed sale.

Subsequently, on July 19, 2024, the Sponsor caused the Trust to distribute $ 100,000 to the Sponsor in redemption of the 10,000 Shares held by the Sponsor.

On July 30, 2024, in connection with the approval of the 19b-4 Application on July 26, 2024 and the effectiveness of the registration statement on Form S-1, as amended, the Sponsor authorized the commencement of a redemption program.

Effective July 31, 2024, the Trust creates and redeems Shares at such times and for such periods as determined by the Sponsor, but only in one or more whole “Baskets.” A Basket equals 10,000 Shares.

The creation of a Basket requires the delivery to the Trust of the amount of Bitcoin (or cash to acquire the amount of Bitcoin) represented by one Share immediately prior to such creation multiplied by 10,000 .

As of the date of this Annual Report, the Trust is an SEC reporting company with its Shares registered pursuant to Section 12(b) of the Exchange Act.

On April 29, 2024, Grayscale Investments, LLC (“GSI”) purchased 10,000 Shares (the “Seed Shares”) for $ 100,000 ($ 10.00 per share).

GSI did not receive from the Trust, or any of its affiliates, any fee or other compensation in connection with the initial seed sale.

Subsequently, on July 19, 2024, GSI caused the Trust to distribute $ 100,000 to the Sponsor in redemption of the 10,000 Shares held by GSI.

On July 30, 2024, in connection with the approval of the 19b-4 Application on July 26, 2024 and the effectiveness of the registration statement on Form S-1, as amended, GSI authorized the commencement of a redemption program.

Effective July 31, 2024, the Trust creates and redeems Shares at such times and for such periods as determined by the Sponsor (as defined below), but only in one or more whole “Baskets.” A Basket equals 10,000 Shares.

The creation of a Basket requires the delivery to the Trust of the amount of Bitcoin (or cash to acquire such amount of Bitcoin) represented by one Share immediately prior to such creation multiplied by 10,000 .

The redemption of a Basket requires distribution by the Trust of the amount of Bitcoin represented by one Share immediately prior to such redemption multiplied by 10,000 .

2 unchanged sentences

The Trust’s investment objective is for the value of the Shares (based on Bitcoin per Share) to reflect the value of Bitcoin held by the Trust, less the Trust’s expenses and other liabilities.

The Trust may also receive Incidental Rights and/or IR Virtual Currency as a result of the Trust’s investment in Bitcoin, in accordance with the terms of the Trust Agreement.

Incidental Rights are rights to claim, or otherwise establish dominion and control over, any virtual currency or other asset or right, which rights are incident to the Trust’s ownership of Bitcoin and arise without any action of the Trust, or of the Sponsor or Trustee on behalf of the Trust;

IR Virtual Currency is any virtual currency tokens, or other asset or right, received by the Trust through the exercise (subject to the applicable provisions of the Trust Agreement) of any Incidental Right.

The Sponsor has committed to cause the Trust to abandon irrevocably for no direct or indirect consideration, effective immediately prior to each time at which the Trust creates or redeems Shares, all Incidental Rights and IR Virtual Currency to which it would otherwise be entitled as of such time.

In furtherance of that commitment, the Prime Broker Agreement provides that the Trust is abandoning irrevocably, for no direct or indirect consideration, effective immediately prior to each Creation Time and each Redemption Time, all Incidental Rights or IR Virtual Currency to which it would otherwise be entitled as of such time.

The Sponsor has committed to cause the Trust not to take any Affirmative Action to acquire any Incidental Rights or IR Virtual Currency, thereby irrevocably abandoning any Incidental Rights and IR Virtual Currency to which the Trust may become entitled in the future.

Because the Sponsor has now committed to causing the Trust to irrevocably abandon all Incidental Rights and IR Virtual Currency to which the Trust otherwise would become entitled in the future, and causing the Trust not to take any Affirmative Actions, the Trust will not receive any direct or indirect consideration for the Incidental Rights or IR Virtual Currency and thus the value of the Shares will not reflect the value of the Incidental Rights or IR Virtual Currency.

In addition, in the event the Sponsor seeks to change the Trust’s policy with respect to Incidental Rights or IR Virtual Currency, an application would need to be filed with the SEC by NYSE Arca seeking approval to amend its listing rules to permit the Trust to distribute the Incidental Rights or IR Virtual Currency in kind to an agent of the shareholders for resale by such agent.

As of December 31, 2024, Grayscale Investments, LLC (“Grayscale” or the “Sponsor”) acted as the Sponsor of the Trust and was a wholly owned subsidiary of Digital Currency Group, Inc.

GSI was the sponsor of the Trust before January 1 , 2025 , Grayscale Operating , LLC (“ GSO”), was the co-sponsor of the Trust from January 1, 2025 to May 3, 2025, and Grayscale Investments Sponsors, LLC (“GSIS ” or the “Sponsor”) , was the co-sponsor of the Trust from January 1, 2025 to May 3, 2025 and is the sole remaining sponsor thereafter.

GSI was, and each of GSO and GSIS are, a consolidated subsidiary of Digital Currency Group, Inc.

The Sponsor is responsible for the day-to-day administration of the Trust pursuant to the provisions of the Trust Agreement.

Grayscale is responsible for preparing and providing annual and quarterly reports on behalf of the Trust to investors and is also responsible for selecting and monitoring the Trust’s service providers.

As partial consideration for the Sponsor’s services, the Trust pays Grayscale a Sponsor’s Fee as discussed in Note 7.

The Sponsor also acts as the sponsor and manager of other investment products including Grayscale Aave Trust (AAVE), Grayscale Avalanche Trust (AVAX), Grayscale Basic Attention Token Trust (BAT) (OTCQX:

GBAT), Grayscale Bitcoin Trust ETF (NYSE Arca:

GBTC), Grayscale Bitcoin Cash Trust (BCH) (OTCQX:

BCHG), Grayscale Bittensor Trust (TAO), Grayscale Chainlink Trust (LINK) (OTCQX:

GLNK), Grayscale Decentraland Trust (MANA) (OTCQX:

MANA), Grayscale Dogecoin Trust (DOGE), Grayscale Ethereum Trust ETF (NYSE Arca:

ETHE), Grayscale Ethereum Classic Trust (ETC) (OTCQX:

ETCG), Grayscale Ethereum Mini Trust ETF (NYSE Arca:

ETH), Grayscale Filecoin Trust (FIL) (OTC Markets:

FILG), Grayscale Horizen Trust (ZEN) (OTCQX:

HZEN), Grayscale Lido DAO Trust (LDO), Grayscale Litecoin Trust (LTC) (OTCQX:

LTCN), Grayscale Livepeer Trust (LPT) (OTCQX:

GLIV), Grayscale MakerDao

Trust (MKR), Grayscale NEAR Trust (NEAR), Grayscale Optimism Trust (OP), Grayscale Pyth Trust (PYTH), Grayscale Solana Trust (SOL) (OTCQX:

GSOL), Grayscale Stacks Trust (STX), Grayscale Stellar Lumens Trust (XLM) (OTCQX:

GXLM), Grayscale Sui Trust (SUI), Grayscale XRP Trust, Grayscale Zcash Trust (ZEC) (OTCQX:

ZCSH), Grayscale Decentralized AI Fund LLC, Grayscale Decentralized Finance (DeFi) Fund LLC (OTCQB:

DEFG), Grayscale Digital Large Cap Fund LLC (OTCQX:

GDLC), and Grayscale Smart Contract Platform Ex Ethereum (ETH) Fund LLC, each of which is an affiliate of the Trust.

The following investment products sponsored or managed by the Sponsor are SEC reporting companies with their shares registered pursuant to Section 12(g) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”):

Grayscale Bitcoin Cash Trust (BCH), Grayscale Ethereum Classic Trust (ETC), Grayscale Horizen Trust (ZEN), Grayscale Litecoin Trust (LTC), Grayscale Stellar Lumens Trust (XLM), Grayscale Zcash Trust (ZEC), and Grayscale Digital Large Cap Fund LLC.

The following investment products sponsored by the Sponsor are also SEC reporting companies with their shares registered pursuant to Section 12(b) of the Exchange Act:

Grayscale Bitcoin Trust ETF, Grayscale Ethereum Trust ETF, and Grayscale Ethereum Mini Trust ETF.

The Sponsor is responsible for preparing and providing annual and quarterly reports on behalf of the Trust to investors and is also responsible for selecting and monitoring the Trust’s service providers.

As partial consideration for the Sponsor’s services, the Trust pays the Sponsor a Sponsor’s Fee as discussed in Note 7.

The Sponsor also acts as the sponsor and manager of other single-asset and diversified investment products, each of which is an affiliate of the Trust.

Information related to the affiliated investment products can be found on the Sponsor ’s website at www.grayscale.com/resources/regulatory-filings.

Any information contained on or linked from such website is not part of nor incorporated by reference into these audited financial statements.

Several of the affiliated investment products are SEC reporting companies with their shares registered pursuant to Section 12(g) of the Exchange Act .

In addition, the following affiliated investment products are also SEC reporting companies with their shares registered pursuant to Section 12(b) of the Exchange Act:

Grayscale Bitcoin Trust ETF, Grayscale Ethereum Staking ETF, Grayscale Ethereum Staking Mini ETF , Grayscale CoinDesk Crypto 5 ETF, Grayscale Solana Staking ETF, Grayscale XRP Trust ETF, Grayscale Dogecoin Trust ETF, Grayscale Chainlink Trust ETF and, as of February 18, 2026, Grayscale Sui Staking ETF .

Authorized Participants of the Trust are the only entities who may place orders to create or redeem Baskets.

The Sponsor, on behalf of the Trust, and the Transfer Agent entered into Participant Agreements with a number of unaffiliated Authorized Participants in connection with the approval of NYSE Arca’s application under Rule 19b-4 of the Exchange Act, and the Trust has also since engaged other Authorized Participants.

Additional Authorized Participants may be added at any time, subject to the discretion of the Sponsor.

Liquidity Providers facilitate the purchase and sale of Bitcoin in connection with cash orders for creations or redemptions of Baskets.

The Liquidity Providers with which Grayscale Investments Sponsors, LLC, acting in its capacity as the “Liquidity Engager,” will engage in Bitcoin transactions are third parties that are not affiliated with the Sponsor or the Trust and are not acting as agents of the Trust, the Sponsor, or any Authorized Participant, and all transactions will be done on an arms-length basis.

The Liquidity Providers with which GSIS , acting in its capacity as the “Liquidity Engager,” will engage in Bitcoin transactions are third parties that are not affiliated with the Sponsor or the Trust and are not acting as agents of the Trust, the Sponsor, or any Authorized Participant.

Except for the contractual relationships between each Liquidity Provider and GSIS in its capacity as the Liquidity Engager, there is no contractual relationship between each Liquidity Provider and the Trust, the Sponsor, or any Authorized Participant.

The Liquidity Engager may engage additional Liquidity Providers who are unaffiliated with the Trust in the future.

The Trust, the Sponsor and Coinbase, Inc., the prime broker of the Trust (“Coinbase” or the “Prime Broker”), on behalf of itself and as agent for Coinbase Custody Trust Company, LLC (“Coinbase Custody” or the “Custodian”) and Coinbase Credit, Inc.

(“Coinbase Credit” and, collectively with Coinbase and Coinbase Custody, the “Coinbase Entities”), entered into the Coinbase Prime Broker Agreement governing the Trust’s and the Sponsor’s use of the Custodial and Prime Broker Services provided by the Custodian and the Prime Broker.

(“Coinbase Credit” and, collectively with Coinbase and Coinbase Custody, the “Coinbase Entities”), entered into the Coinbase Prime Broker

Agreement governing the Trust’s and the Sponsor’s use of the Custodial and Prime Broker Services provided by the Custodian and the Prime Broker.

The Prime Broker Agreement establishes the rights and responsibilities of the Custodian, the Prime Broker, the Sponsor and the Trust with respect to the Trust’s Bitcoin which is held in accounts maintained and operated by the Custodian, as a fiduciary with respect to the Trust’s assets, and the Prime Broker (together with the Custodian, the “Custodial Entities”) on behalf of the Trust.

The Custodian is responsible for safeguarding the Bitcoin held by the Trust, and holding the private key(s) that provide access to the Trust’s digital wallets and vaults.

Additionally, on August 8, 2025, the Sponsor and Anchorage Digital Bank N.A.

(“Anchorage Digital”), a national trust bank chartered by the Office of the Comptroller of the Currency, entered into a custodial services agreement (the “Anchorage Digital Custodian Agreement”).

Pursuant to the Anchorage Digital Custodian Agreement, Anchorage Digital will provide services related to custody and safekeeping of the Trust’s Bitcoin holdings.

The transfer agent for the Trust (the “Transfer Agent”) is The Bank of New York Mellon.

9 unchanged sentences

The Marketing Agent provides the following services to the Sponsor:

(i) assist the Sponsor in facilitating Participation Agreements between and among Authorized Participants, the Sponsor, on behalf of the Trust, and the Transfer Agent;

(i) assist the Sponsor in facilitating Participant Agreements between and among Authorized Participants, the Sponsor, on behalf of the Trust, and the Transfer Agent;

(ii) provide prospectuses to Authorized Participants;

3 unchanged sentences

Shares of the Trust began trading on NYSE Arca on July 31, 2024, following the effectiveness of the Trust’s registration statement on Form S-1, as amended (File No.

On September 17, 2025, the SEC approved a proposed rule change for new Rule 8.201-E (Generic) pursuant to Rule 19b-4 under the Exchange Act to amend NYSE Arca’s listing rules to permit the listing and trading of shares of certain commodity-based exchange-traded products that satisfy certain generic requirements (the “Generic Listing Standards”).

On December 17, 2025, the Sponsor’s application to list and trade the Trust’s Shares on NYSE Arca under the Generic Listing Standards was approved.

The Trust’s trading symbol on NYSE Arca is “BTC” and the CUSIP number for its Shares is 389930207.

2 unchanged sentences

The number of outstanding Shares and per-Share amounts disclosed for periods prior to November 20, 2024 have been retroactively adjusted to reflect the effects of the Reverse Share Split, as applicable.

The Trust may also receive Incidental Rights and/or IR Virtual Currency as a result of the Trust’s investment in Bitcoin, in accordance with the terms of the Trust Agreement.

In addition, in the event the Sponsor seeks to change the Trust’s policy with respect to Incidental Rights or IR Virtual Currency, an application would need to be filed with the SEC by NYSE Arca seeking approval to amend its listing rules to permit the Trust to distribute the Incidental Rights or IR Virtual Currency in-kind to an agent of the shareholders for resale by such agent.

Summary of Significant Accounting Policies

7 unchanged sentences

The Trust conducts its transactions in Bitcoin, including receiving Bitcoin for the creation of Shares and delivering Bitcoin for the redemption of Shares and for the payment of the Sponsor’s Fee.

For financial reporting purposes, unless otherwise disclosed herein, the Trust’s transactions are valued in accordance with the Trust’s principal market policy described below.

The Sponsor will determine the Trust’s net asset value (“NAV”) on each business day as of 4:00 p.m., New York time, or as soon thereafter as practicable.

Cash and Cash Equivalents

22 unchanged sentences

The cost basis of Bitcoin received by the Trust in connection with a creation order is recorded by the Trust at the fair value of Bitcoin at 4:00 p.m., New York time, on the creation date for financial reporting purposes.

The cost basis recorded by the Trust may differ from proceeds collected by the Authorized Participant from the sale of the corresponding Shares to investors.

21 unchanged sentences

Investment in Bitcoin

Recently Adopted Accounting Pronouncements

In December 2023, the FASB issued Accounting Standards Update (“ASU”) 2023-08, Intangibles—Goodwill and Other—Crypto Assets (Subtopic 350-60):

Accounting for and Disclosure of Crypto Assets (“ASU 2023-08”).

ASU 2023-08 is intended to improve the accounting for certain crypto assets by requiring an entity to measure those crypto assets at fair value each reporting period with changes in fair value recognized in net income.

The amendments also improve the information provided to investors about an entity’s crypto asset holdings by requiring disclosure about significant holdings, contractual sale restrictions, and changes during the reporting period.

ASU 2023-08 is effective for annual and interim reporting periods beginning after December 15, 2024.

Early adoption is permitted for both interim and annual financial statements that have not yet been issued.

The Trust adopted this new guidance on January 1, 2025, with no material impact on its financial statements and disclosures as the Trust historically used fair value as its method of accounting for Bitcoin in accordance with its classification as an investment company for accounting purposes.

In this reporting period, the Trust adopted FASB Accounting Standards Update 2023-07, Segment Reporting (Topic 280)— Improvements to Reportable Segment Disclosures (“ ASU 2023-07 ”).

Adoption of the new standard impacted financial statement disclosures only and did not affect the Trust’s financial position or the results of its operations.

Operating segments are defined as components of an enterprise that engage in business activities for which discrete financial information is available and regularly reviewed by the chief operating decision maker (“CODM”) in deciding how to allocate resources and to assess performance.

The Chief Executive Officer and Chief Financial Officer of the Sponsor act as the Trust’s CODM.

December 31, 2024

Investment in Bitcoin

Segment Reporting

The Chief Executive Officer and Chief Financial Officer of the Sponsor act as the Trust’s chief operating decision maker (“ CODM ”) .

The Trust represents a single operating segment, as the CODM monitors the operating results of the Trust as a whole and the Trust’s passive investment objective is pre-determined in accordance with the terms of the Trust Agreement.

The financial information in the form of the Trust’s total returns, expense ratios and changes in net assets (i.e., changes in net assets resulting from operations and capital share transactions), which are used by the CODM to assess the segment’s performance, are consistent with that presented within the Trust’s financial statements.

Segment assets are reflected on the accompanying Statement of Assets and Liabilities as Total Assets and the only significant segment expense, the Sponsor’s fee, related party, is included in the accompanying Statement of Operations.

Segment assets are reflected on the accompanying Statements of Assets and Liabilities as Total assets and the only significant segment expense, the Sponsor’s fee, related party, is included in the accompanying Statements of Operations.

Fair Value of Bitcoin

Bitcoin is held by the Custodian on behalf of the Trust and is carried at fair value.

As of December 31, 2024 the Trust held 38,012.91129948 Bitcoin.

As of December 31, 2025 and 2024 the Trust held 48,474.93659149 and 38,012.91129948 Bitcoin, respectively.

The Trust determined the fair value per Bitcoin to be $ 87,549.41 on December 31, 2025, using the price provided at 4:00 p.m., New York time, by the Digital Asset Trading Platform Market considered to be the Trust’s principal market (Crypto.com).

The Trust determined the fair value per Bitcoin to be $ 93,390.22 on December 31, 2024, using the price provided at 4:00 p.m., New York time, by the Digital Asset Trading Platform Market considered to be the Trust’s principal market (Coinbase).

10 unchanged sentences

( 21.75689015

Net change in unrealized appreciation on investment in Bitcoin

Net change in unrealized appreciation/depreciation on investment in Bitcoin

Net realized gain on investment in Bitcoin sold to pay expenses

2 unchanged sentences

38,012.91129948

Bitcoin contributed

18,374.93826421

Bitcoin redeemed

( 7,846.29612827

Bitcoin distributed for Sponsor’s Fee, related party

( 66.61684393

Net change in unrealized appreciation/depreciation on investment in Bitcoin

Net realized gain on investment in Bitcoin sold to pay expenses

Net realized gain on investment in Bitcoin sold for redemption of Shares

Balance at December 31, 2025

48,474.93659149

(1) Represents the impact of the Initial Distribution of 26,935.83753443 Bitcoin, with a value of approximately $ 1,756.8 million from Grayscale Bitcoin Trust ETF, completed on July 31, 2024, as discussed in Note 4.

The Initial Distribution from the Grayscale Bitcoin Trust ETF

On July 19, 2024 , the Sponsor of the Trust issued a press release announcing that the Sponsor, at the direction of its board of directors declared a pro rata distribution on the Shares of the Trust, pursuant to which each holder of Grayscale Bitcoin Trust ETF (“GBTC”) shares as of 4:00 PM ET on July 30, 2024 (the “Record Date,” and such holders, the “GBTC Record Holders”) was entitled to receive Shares of the Trust, in connection with its previously announced initial creation and distribution of Shares of the Trust (such transactions collectively, the “Initial Distribution”), as described in a definitive information statement on Schedule 14C filed with the Securities and Exchange Commission on July 30, 2024 by GBTC.

In the Initial Distribution, GBTC contributed approximately 10 % of the Bitcoin that it held as of 4:00 PM ET on the Record Date to the Trust, and each GBTC Record Holder was entitled to receive Shares pro rata based on a 1 :1 ratio, such that for each one (1) GBTC share held by an GBTC Record Holder, such GBTC Record Holder was entitled to receive one (1) Share on the Distribution Date.

In connection therewith, on July 31, 2024, GBTC completed its previously announced pro rata distribution of 60,738,020 Shares of the Trust (retroactively adjusted to reflect the 1 -for-5 Reverse Share Split of the Trust’s issued and outstanding Shares completed on November 19, 2024) to shareholders of GBTC as of 4:00 PM ET on the Record Date and contributed to the Trust an amount of Bitcoin equal to approximately 10 % of the total Bitcoin held by GBTC as of the Record Date, equal to 26,935.83753443 Bitcoin, with a value of $ 1,756,821,047 , as consideration and in exchange for the issuance 60,738,020 Shares of the Trust at $ 28.92 per Share (retroactively adjusted to reflect the 1 -for-5 Reverse Share Split of the Trust’s issued and outstanding Shares completed on November 19, 2024).

It is expected that neither the GBTC Trust nor any beneficial owner of the GBTC shares will recognize any gain or loss for U.S.

federal income tax purposes as a result of the Initial Distribution.

On July 19, 2024 , the Sponsor of the Trust, at the direction of its board of directors declared a pro rata distribution on the Shares of the Trust, pursuant to which each holder of Grayscale Bitcoin Trust ETF (“GBTC”) shares as of 4:00 PM ET on July 30, 2024 (the “Record Date”) was entitled to receive Shares of the Trust, in connection with its previously announced initial creation and distribution of Shares of the Trust (such transactions collectively, the “Initial Distribution”).

On July 31, 2024, GBTC completed its previously announced pro rata distribution of 60,738,020 Shares of the Trust (retroactively adjusted to reflect the 1 -for-5 Reverse Share Split of the Trust’s issued and outstanding Shares completed on November 19, 2024) to the shareholders of GBTC as of the Record Date and contributed to the Trust an amount of Bitcoin equal to approximately 10 % of the total Bitcoin held by GBTC as of the Record Date, equal to 26,935.83753443 Bitcoin, with a value of $ 1,756,821,047 , as consideration and in exchange for the issuance of 60,738,020 Shares of the Trust at $ 28.92 per Share (retroactively adjusted to reflect the 1 -for-5 Reverse Share Split of the Trust’s issued and outstanding Shares completed on November 19, 2024).

Creations and Redemptions of Shares

At December 31, 2024, there were an unlimited number of Shares authorized by the Trust.

At December 31, 2025 and 2024, there were an unlimited number of Shares authorized by the Trust.

The Trust creates and redeems Shares from time to time, but only in one or more Baskets.

2 unchanged sentences

dollar value of accrued but unpaid fees and expenses of the Trust, by (y) the number of Shares outstanding at such time and multiplying the quotient obtained by 10,000.

Each Share represented approximately 0.0004 of one Bitcoin at December 31, 2024.

Each Share represented approximately 0.0004 of one Bitcoin at both December 31, 2025 and 2024.

The cost basis of investments in Bitcoin recorded by the Trust is the fair value of Bitcoin, as determined by the Trust, at 4:00 p.m., New York time, on the date of transfer to the Trust by the Authorized Participant, or Liquidity Provider, based on the Creation Baskets.

4 unchanged sentences

On July 26, 2024, the SEC approved NYSE Arca’s 19b-4 application to list the Shares of the Trust on NYSE Arca as an exchange-traded product and on July 31, 2024, the Sponsor authorized the commencement of a redemption program once the registration statement on Form S-1, as amended, was declared effective.

December 31, 2025

July 31, 2024 (the Commencement of the Trust’s Operations) to December 31, 2024

5 unchanged sentences

(Amounts in thousands)

December 31, 2025

July 31, 2024 (the Commencement of the Trust’s Operations) to December 31, 2024

20 unchanged sentences

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.

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, gains, losses and deductions will “flow through” to each beneficial owner of Shares.

If the Trust were not properly classified as a grantor trust, the Trust might be classified as a partnership for U.S.

10 unchanged sentences

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 and during the period from July 31, 2024 (the commencement of the Trust’s operations) to December 31, 2024, the Trust did not have a liability for any unrecognized tax amounts.

GAAP, the Trust has defined the threshold for recognizing the benefits of tax 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 deemed to meet the “more-likely-than-not” threshold are recorded as a tax benefit in the current period.

As of and during the year ended December 31, 2025 and the period from July 31, 2024 (the commencement of the Trust’s operations) to December 31, 2024, 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 no reserves for uncertain tax positions related to federal, state and local income taxes existed as of December 31, 2024 .

Related Parties

The Trust considered the following entities, their directors, and certain employees to be related parties of the Trust as of December 31, 2025:

DCG, Grayscale, and Grayscale Securities, LLC.

As of December 31, 2024, 30,621 Shares of the Trust were held by related parties of the Trust.

DCG, GSO, GSIS, and Grayscale Securities.

As of December 31, 2025 and 2024, 4,175 and 30,621 Shares of the Trust were held by related parties of the Trust, respectively.

On January 1, 2025, GSI consummated an internal corporate reorganization (the “Reorganization”), pursuant to which Grayscale Investments, LLC, the Sponsor of the Trust prior to the Reorganization, merged with and into GSO, a Delaware limited liability company and a consolidated subsidiary of DCG, with GSO continuing as the surviving company (the “Merger”).

The Reorganization is not expected to have any material impact on the operations of the Trust.

In connection with the Reorganization, on January 1, 2025, and promptly following the effectiveness of the Merger, GSO assigned certain contracts pertaining to its role as Sponsor (as such term is defined in the Trust Agreement) of the Trust (such contracts, the “Sponsor Contracts”) to GSIS, a Delaware limited liability company and a consolidated subsidiary of GSO, whereby GSIS assumed all of the rights and obligations of GSO under the Sponsor Contracts.

Other than the assumption of the Sponsor Contracts by GSIS, the Reorganization does not alter the rights or obligations under any of the Sponsor Contracts.

GSIS shall be subject to the rights and obligations of a Sponsor under the Trust Agreement.

On January 3, 2025, GSO voluntarily withdrew as a Sponsor of the Trust pursuant to the terms of the Trust Agreement, and, effective May 3, 2025, became the sole remaining Sponsor of the Trust.

On October 22, 2025, GSO Intermediate Holdings Corporation (“GSOIH”), a Delaware corporation which was the sole managing member of GSO, consummated an internal corporate reorganization (the “Management Reorganization”).

Pursuant to the Management Reorganization, GSOIH transferred a portion of its common membership units of GSO for Class A shares of Grayscale Investments, Inc.

(“Grayscale Investments”), a Delaware corporation incorporated in connection with the Management Reorganization, and ceded its managing member rights in GSO to Grayscale Investments.

As a result of the Reorganization, Grayscale Investments is now the sole managing member of GSO, the sole member of the Sponsor.

Also in connection

with the Reorganization, on October 22, 2025, DCG Grayscale Holdco, LLC (“DCG Holdco”), the sole stockholder of Grayscale Investments, elected a board of directors (the “Board”) at Grayscale Investments.

In accordance with the Trust Agreement governing the Trust, the Trust pays a fee to the Sponsor, calculated as 0.15 % of the aggregate value of the Trust’s assets, less its liabilities (which include any accrued but unpaid expenses up to, but excluding, the date of calculation), as calculated and published by the Sponsor or its delegates in the manner set forth in the Trust Agreement (the “Sponsor’s Fee”).

6 unchanged sentences

dollar value of Bitcoin is determined by reference to the Digital Asset Trading Platform Market that the Trust considers its principal market as of 4:00 p.m., New York time, on each valuation date.

The Trust held no Incidental Rights or IR Virtual Currency as of December 31, 2024.

No Incidental Rights or IR Virtual Currencies have been distributed in payment of the Sponsor’s Fee during the period from July 31, 2024 (the commencement of the Trust’s operations) to December 31, 2024.

The Trust held no Incidental Rights or IR Virtual Currency as of December 31, 2025 and 2024.

No Incidental Rights or IR Virtual Currencies have been distributed in payment of the Sponsor’s Fee during the year ended December 31, 2025 or the period from July 31, 2024 (the commencement of the Trust’s operations) to December 31, 2024.

As partial consideration for receipt of the Sponsor’s Fee, the Sponsor is obligated under the Trust Agreement to assume and pay all fees and other expenses incurred by the Trust in the ordinary course of its affairs, excluding taxes, but including marketing fees;

9 unchanged sentences

The Trust may incur certain extraordinary, non-recurring expenses that are not Sponsor-paid Expenses, including, but not limited to, taxes and governmental charges, expenses and costs of any extraordinary services performed by the Sponsor (or any other service provider) on behalf of the Trust to protect the Trust or the interests of shareholders, any indemnification of the Custodian or other agents, service providers or counterparties of the Trust, the fees and expenses related to the listing, quotation or trading of the Shares on any secondary market (including legal, marketing and audit fees and expenses) to the extent exceeding $ 600,000 in any given fiscal year and extraordinary legal fees and expenses, including any legal fees and expenses incurred in connection with litigation, regulatory enforcement or investigation matters (collectively “Additional Trust Expenses”).

In such circumstances, the Sponsor or its delegate (i) will instruct the Custodian to withdraw from the Vault Balance Bitcoin in such quantity as may be necessary to permit payment of such

Additional Trust Expenses and (ii) may either (x) cause the Trust (or its delegate) to convert such Bitcoin into U.S.

In such circumstances, the Sponsor or its delegate (i) will instruct the Custodian to withdraw from the Vault Balance Bitcoin in such quantity as may be necessary to permit payment of such Additional Trust Expenses and (ii) may either (x) cause the Trust (or its delegate) to convert such Bitcoin into U.S.

dollars or other fiat currencies at the Actual Exchange Rate or (y) when the Sponsor incurs such expenses on behalf of the Trust, cause the Trust (or its delegate) to deliver such Bitcoin in kind to the Sponsor, in each case in such quantity as may be necessary to permit payment of such Additional Trust Expenses.

2 unchanged sentences

Subsequently, on July 19, 2024, the Sponsor caused the Trust to distribute $ 100,000 to the Sponsor in redemption of the 10,000 Shares held by the Sponsor.

As previously described in Note 4, on July 31, 2024, GBTC completed its previously announced pro rata distribution of 60,738,020 Shares of the Trust (retroactively adjusted to reflect the 1 -for-5 Reverse Share Split of the Trust’s issued and outstanding Shares completed on November 19, 2024) to shareholders of GBTC as of 4:00 PM ET on the Record Date and contributed to the Trust an amount of Bitcoin equal to approximately 10 % of the total Bitcoin held by GBTC as of the Record Date, equal to 26,935.83753443 Bitcoin, as consideration and in exchange for the issuance of Shares of the Trust.

For the period from July 31, 2024 (the commencement of the Trust’s operations) to December 31, 2024, the Trust incurred Sponsor’s Fees of $ 1,636,983 .

As of December 31, 2024 , there were no accrued and unpaid Sponsor’s Fees.

As previously described in Note 4, on July 31, 2024, GBTC completed its previously announced pro rata distribution of 60,738,020 Shares of the Trust (retroactively adjusted to reflect the 1 -for-5 Reverse Share Split of the Trust’s issued and outstanding Shares completed on November 19, 2024) to the shareholders of GBTC as of 4:00 PM ET on the Record Date and contributed to the Trust an amount of Bitcoin equal to approximately 10 % of the total Bitcoin held by GBTC as of the Record Date, equal to 26,935.83753443 Bitcoin, as consideration and in exchange for the issuance of Shares of the Trust.

For the year ended December 31, 2025 and the period from July 31, 2024 (the commencement of the Trust’s operations) to December 31, 2024, the Trust incurred Sponsor’s Fees of $ 6,790,736 and $ 1,636,983 , respectively.

As of December 31, 2025 and 2024, there were no accrued and unpaid Sponsor’s Fees.

In addition, the Sponsor may pay Additional Trust Expenses on behalf of the Trust, which are reimbursable by the Trust to the Sponsor.

For the period from July 31, 2024 (the commencement of the Trust’s operations) to December 31, 2024 , the Sponsor did no t pay any Additional Trust Expenses on behalf of the Trust.

For the year ended December 31, 2025 and the period from July 31, 2024 (the commencement of the Trust’s operations) to December 31, 2024 , the Sponsor did no t pay any Additional Trust Expenses on behalf of the Trust.

Risks and Uncertainties

2 unchanged sentences

The Principal Market NAV of the Trust, calculated by reference to the principal market price in accordance with U.S.

GAAP, 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.

GAAP, relates primarily to the value of the 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.

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.

If the Digital Asset Markets 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 trading platforms or vaults, competition from other forms of digital currency or payment services, global or regional political, economic or financial conditions, and other unforeseen events and situations.

If Digital Asset Markets 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 trading platforms or vaults, competition from other forms of digital currency or payment services, global or regional political, economic or financial conditions, and other unforeseen events and situations.

The Bitcoin held by the Trust are commingled, and the Trust’s shareholders have no specific rights to any specific Bitcoin.

6 unchanged sentences

As a result, any incorrectly executed Bitcoin transactions could adversely affect an investment in the Shares.

The SEC has stated that certain digital assets may be considered “securities” under the federal securities laws.

The SEC, at least under the prior administration, has stated that certain digital assets may be considered “securities” under the federal securities laws.

The test for determining whether a particular digital asset is a “security” is complex and difficult to apply, and the outcome is difficult to predict.

Public, though non-binding, statements by senior officials at the SEC have indicated that the SEC did not consider Bitcoin or Ether to be securities, and does not currently consider Bitcoin to be a security.

A number of SEC and SEC staff actions with respect to a variety of digital assets demonstrate this difficulty.

For example, public, though non-binding, statements by senior officials at the SEC have indicated that the SEC did not consider Bitcoin or Ether to be securities, and does not currently consider Bitcoin to be a security.

In addition, the SEC appears to have implicitly taken the view that Bitcoin is not a security (i) by not objecting to Bitcoin futures trading on Commodity Futures Trading Commission-regulated markets under rules designed for futures on non-security commodity underliers and (ii) by approving the listing and trading of exchange-traded products (“ETPs”) that invest in Bitcoin (i.e., approving the redemption of shares of such ETPs) under the rules for commodity-based trust shares, without requiring these ETPs to be registered as investment companies.

Likewise, in various courts filings and arguments the SEC has distinguished Ether from assets that it claimed were securities, and in judicial opinions, courts have accepted or even assumed that Bitcoin is not a security.

Moreover, in a recent settlement with another market participant relating to allegations that it acted as an unregistered broker-dealer for facilitating trading in certain digital assets, the SEC highlighted that the firm would cease trading in all digital assets other than Bitcoin, Bitcoin Cash and Ether—activity that, if the SEC believed Ether was presently a security—would continue to constitute unregistered brokerage activity.

The SEC staff has also provided informal assurances via no-action letter to a handful of promoters that their digital assets are not securities.

On the other hand, the SEC has brought enforcement actions against the issuers and promoters of several other digital assets on the basis that the digital assets in question are securities.

Moreover, the SEC’s Division of Corporation Finance has published statements that it does not consider, under certain circumstances, “meme coins” or some stablecoins to be securities.

However, such statements may be withdrawn at any time without notice and comment by the Division of Corporation Finance at the SEC or the SEC itself.

In addition, the SEC has brought enforcement actions against the issuers and promoters of several other digital assets on the basis that the digital assets in question are securities and has not formally or explicitly confirmed that it does not deem Ether to be a security.

These developments demonstrate the difficulty in applying the federal securities laws to digital assets generally.

In January 2025, the SEC launched a crypto task force dedicated to developing a comprehensive and clear regulatory framework for digital assets led by Commissioner Hester Peirce.

Subsequently, Commissioner Peirce announced a list of specific priorities to further that initiative, which included pursuing final rules related to a digital asset’s security status, a revised path to registered offerings and listings for digital assets-based investment vehicles, and clarity regarding digital asset custody, lending, and staking.

On July 31, 2025, Chairman Atkins announced “Project Crypto,” a Commission-wide initiative to modernize securities rules for digital assets, reshore innovation in the United States, and implement the recommendations of the working group report.

Chairman Atkins had directed the SEC’s policy divisions to work with the Crypto Task Force to draft “clear and simple rules of the road for crypto asset distributions, custody, and trading,” and the Commission and SEC staff will also consider using interpretive, exemptive, and other authorities with respect to digital asset markets.

However, the efforts of the crypto task force have only just begun, and how or whether the SEC regulates digital asset activity in the future remains to be seen.

If Bitcoin is determined to be a “security” under federal or state securities laws by the SEC or any other agency, or in a proceeding in a court of law or otherwise, it may have material adverse consequences for Bitcoin.

3 unchanged sentences

In this case, the Trust and the Sponsor may be deemed to have participated in an illegal offering of securities and there is no guarantee that the Sponsor will be able to register the Trust under the Investment Company Act of 1940 at such time or take such other actions as may be necessary to ensure the Trust’s activities comply with applicable law, which could force the Sponsor to liquidate the Trust.

To the extent a private key required to access an address on the Bitcoin Network holding Bitcoin is lost, destroyed or otherwise compromised and no backup of the private keys are accessible, the Trust may be unable to access the Bitcoin controlled by the private key and the private key will not be capable of being restored by the Bitcoin Network.

To the extent a private key, held by the Custodian, required to access an address on the Bitcoin Network holding Bitcoin is lost, destroyed or otherwise compromised and no backup of the private keys are accessible, the Trust may be unable to access the Bitcoin controlled by the private key and the private key will not be capable of being restored by the Bitcoin Network.

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.

4 unchanged sentences

Quarterly Statements of Operations

Fiscal Year Ended December 31, 2025

Three Months Ended

(Amounts in thousands)

Sept-30, 2025

December 31, 2025

Sponsor’s Fee, related party

Net investment loss

Net realized and unrealized (loss) gain from:

Net realized gain on investment in Bitcoin sold to pay expenses

Net realized gain on investment in Bitcoin sold for redemption of shares

Net change in unrealized appreciation/depreciation on investment in Bitcoin

Net realized and unrealized (loss) gain on investment

Net (decrease) increase in net assets resulting from operations

Fiscal Period from July 31, 2024 (the Commencement of the Trust’s Operations) to December 31, 2024

8 unchanged sentences

Net realized (loss) gain on investment in Bitcoin sold for redemption of shares

Net change in unrealized appreciation on investment in Bitcoin

Net change in unrealized appreciation/depreciation on investment in Bitcoin

Net realized and unrealized (loss) gain on investment

1 unchanged sentence

Financial Highlights Per Share Performance

December 31, 2025

July 31, 2024 (the Commencement of the Trust’s Operations) to December 31, 2024 (1)

Per Share Data:

Principal market net asset value, initial creation

Principal Market NAV, beginning of period

Net increase in net assets from investment operations:

Net investment loss

Net realized and unrealized gain

Net increase in net assets resulting from operations

Principal market net asset value, end of period

Net realized and unrealized (loss) gain

Net (decrease) increase in net assets resulting from operations

Principal Market NAV, end of period

Ratios to average net assets:

4 unchanged sentences

The amount shown for a Share outstanding throughout the period may not correlate with the Statement of Operations for the period due to the number of Shares issued in Creations occurring at an operational value derived from an operating metric as defined in the Trust Agreement.

Total return is calculated assuming an initial investment made at the Principal Market NAV at the beginning of the period and assuming redemption on the last day of the period.

Total return is calculated assuming an initial investment made at the Principal Market NAV at the beginning of the year and assuming redemption on the last day of the year.

Indemnifications

In the normal course of business, the Trust enters into certain contracts that provide a variety of indemnities, including contracts with the Sponsor and affiliates of the Sponsor, DCG and its officers, directors, employees, subsidiaries and affiliates, and the Custodian as well as others relating to services provided to the Trust.

In the normal course of business, the Trust enters into certain contracts that provide a variety of indemnities, including contracts with the Sponsor and affiliates of the Sponsor, DCG and its officers, directors, employees, subsidiaries and affiliates, and the Custodian and Additional Custodian, as well as others relating to services provided to the Trust.

The Trust’s maximum exposure under these and its other indemnities is unknown.

2 unchanged sentences

Subsequent Events

The Reorganization is not expected to have any material impact on the operations of the Trust.

Other than the assumption of the Sponsor Contracts by GSIS, the Reorganization does not alter the rights or obligations under any of the Sponsor Contracts.

GSIS shall be subject to the rights and obligations of a Sponsor under the Trust Agreement.

On January 3, 2025, GSO voluntarily withdrew as a Sponsor of the Trust pursuant to the terms of the Trust Agreement, and, effective May 3, 2025 , GSIS shall be the sole remaining Sponsor of the Trust.

As of the close of business on February 20, 2026 , the fair value of Bitcoin determined in accordance with the Trust’s accounting policy was $ 67,732.53 per Bitcoin.

1 unchanged sentence

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 7. Management’s Discussion and Analysis