What changed in this filing

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Item 2. Management’s Discussion and Analysis

2026-05-05 compared with 2025-11-05 · 47 added, 84 removed, 89 unchanged (60% of the section changed)

9 unchanged sentences

The Trust holds Bitcoin and, from time to time on a periodic basis, issues Creation Baskets in exchange for deposits of Bitcoin.

On July 30, 2024, in connection with the approval of application under Rule 19b-4 of the Securities Exchange Act of 1934 on July 26, 2024 and the effectiveness of the registration statement on Form S-1, as amended (File No.

333-277837), the Sponsor authorized the commencement of a redemption program.

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.

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.

The Trust issues Shares only in one or more blocks of 10,000 Shares (a block of 10,000 Shares is called a “Basket”) to certain Authorized Participants from time to time.

5 unchanged sentences

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

On January 1, 2025, GSI consummated an internal corporate reorganization (the “Reorganization”), pursuant to which GSI, 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”).

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 has not had 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 wholly owned direct 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.

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 became the sole remaining Sponsor of the Trust.

Prior to April 1, 2026, the Trust valued the Bitcoin held by the Trust for operational purposes by reference to the CoinDesk Bitcoin Price Index (XBX).

As of April 1, 2026, the Index is the CoinDesk Bitcoin Benchmark Rate which is used to calculate the NAV and NAV per Share.

Prior to April 1, 2026, references to the “Index” in the Trust’s filings with the SEC, including this Quarterly Report on Form 10-Q, refer to the CoinDesk Bitcoin Price Index (XBX).

From and after April 1, 2026, references to the “Index” in the Trust’s filings with the SEC are to the CoinDesk Bitcoin Benchmark Rate.

Critical Accounting Policies and Estimates

22 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 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.

Investment Company Considerations

6 unchanged sentences

Review of Financial Results (unaudited)

Financial Highlights for the Three and Nine Months Ended September 30, 2025 and the Period from July 31, 2024 (the Commencement of the Trust’s Operations) to September 30, 2024

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

Three Months Ended September 30, 2025

For the Period from July 31, 2024 (the Commencement of the Trust’s Operations) to September 30, 2024

Nine Months Ended September 30, 2025

For the Period from July 31, 2024 (the Commencement of the Trust’s Operations) to September 30, 2024

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

Net increase (decrease) in net assets resulting from operations

Financial Highlights for the Three Months Ended March 31, 2026 and 2025

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

Three Months Ended March 31,

Net realized and unrealized loss on investment in Bitcoin

Net decrease 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 three months ended September 30, 2025 was $287,504, which includes a realized gain of $632 on the transfer of Bitcoin to pay the Sponsor’s Fee, a realized gain of $23,361 on the sale of Bitcoin to meet redemptions, and net change in unrealized appreciation on investment in Bitcoin of $263,511.

Net realized and unrealized gain on investment in Bitcoin for the period was driven by Bitcoin price appreciation from $107,753.95 per Bitcoin as of June 30, 2025, to $114,401.99 per Bitcoin as of September 30, 2025.

Net increase in net assets resulting from operations was $285,508 for the three months ended September 30, 2025, which consisted of the net realized and unrealized gain on investment in Bitcoin, less the Sponsor’s Fee of $1,996.

Net assets increased to $5,461,121 at September 30, 2025, a 15% increase for the three-month period.

The increase in net assets resulted from the aforementioned Bitcoin price appreciation and the contribution of approximately 4,393 Bitcoin with a value of $506,928 to the Trust in connection with Share creations during the period, partially offset by the redemption of approximately 665 Bitcoin with a value of $75,221 from the Trust, and the withdrawal of approximately 17 Bitcoin to pay the foregoing Sponsor’s Fee.

Net realized and unrealized loss on investment in Bitcoin for the period from July 31, 2024 (the commencement of the Trust’s operations) to September 30, 2024 was ($34,633), which includes a realized loss of ($35) on the transfer of Bitcoin to pay the Sponsor’s Fee, a realized loss of ($3,289) on the sale of Bitcoin to meet redemptions, and net change in unrealized depreciation on investment in Bitcoin of ($31,309).

Net realized and unrealized loss on investment in Bitcoin for the period was driven by Bitcoin price depreciation from $65,222.44 per Bitcoin as of from July 31, 2024 (the commencement of the Trust’s operations), to $63,464.76 per Bitcoin as of September 30, 2024.

Net decrease in net assets resulting from operations was ($35,124) for the period from July 31, 2024 (the commencement of the Trust’s operations) to September 30, 2024, which consisted of the net realized and unrealized loss on investment in Bitcoin, plus the Sponsor’s Fee of $491.

Net assets increased to $2,142,086 at September 30, 2024.

The increase in net assets resulted from the contribution of approximately 7,236 Bitcoin with a value of $443,672 to the Trust in connection with Share creations during the period and the contribution of approximately 26,936 Bitcoin with a value of $1,756,821 to the Trust in connection with the Initial Distribution from Grayscale Bitcoin Trust ETF, partially offset by the aforementioned Bitcoin price depreciation, the redemption of approximately 412 Bitcoin with a value of $23,283 from the Trust, and the withdrawal of approximately 8 Bitcoin to pay the foregoing Sponsor’s Fee.

Net realized and unrealized gain on investment in Bitcoin for the nine months ended September 30, 2025 was $860,171, which includes a realized gain of $1,316 on the transfer of Bitcoin to pay the Sponsor’s Fee, a realized gain of $67,282 on the sale of Bitcoin to meet redemptions, and net change in unrealized appreciation on investment in Bitcoin of $791,573.

Net realized and unrealized gain on investment in Bitcoin for the period was driven by Bitcoin price appreciation from $93,390.22 per Bitcoin as of December 31, 2024, to $114,401.99 per Bitcoin as of September 30, 2025.

Net increase in net assets resulting from operations was $855,200 for the nine months ended September 30, 2025, which consisted of the net realized and unrealized gain on investment in Bitcoin, less the Sponsor’s Fee of $4,971.

Net assets increased to $5,461,121 at September 30, 2025, a 54% increase for the nine-month period.

The increase in net assets resulted from the aforementioned Bitcoin price appreciation and the contribution of approximately 13,289 Bitcoin with a value of $1,384,510 to the Trust in connection with Share creations during the period, partially offset by the redemption of approximately 3,518 Bitcoin with a value of $328,623 from the Trust, and the withdrawal of approximately 48 Bitcoin to pay the foregoing Sponsor’s Fee.

Net realized and unrealized loss on investment in Bitcoin for the three months ended March 31, 2026 was ($971,458), which includes a realized loss of ($75) on the transfer of Bitcoin to pay the Sponsor’s Fee, a realized loss of ($15,323) on the sale of Bitcoin to meet redemptions, and net change in unrealized appreciation/depreciation on investment in Bitcoin of ($956,060).

Net realized and unrealized loss on investment in Bitcoin for the period was driven by Bitcoin price depreciation from $87,549.41 per Bitcoin as of December 31, 2025, to $67,805.29 per Bitcoin as of March 31, 2026.

Net decrease in net assets resulting from operations was ($972,865) for the three months ended March 31, 2026, which consisted of the net realized and unrealized loss on investment in Bitcoin, plus the Sponsor’s Fee of $1,407.

Net assets decreased to $3,503,705 at March 31, 2026, a 17% decrease for the three-month period.

The decrease in net assets resulted from the aforementioned Bitcoin price depreciation, the redemption of approximately 2,774 Bitcoin with a value of $208,679 from the Trust, and the withdrawal of approximately 18 Bitcoin to pay the foregoing Sponsor’s Fee, partially offset by the contribution of approximately 5,991 Bitcoin with a value of $441,297 to the Trust in connection with Share creations during the period.

Net realized and unrealized loss on investment in Bitcoin for the three months ended March 31, 2025 was ($490,714), which includes a realized gain of $302 on the transfer of Bitcoin to pay the Sponsor’s Fee, a realized gain of $33,734 on the sale of Bitcoin to meet redemptions, and net change in unrealized appreciation/depreciation on investment in Bitcoin of ($524,750).

Net realized and unrealized loss on investment in Bitcoin for the period was driven by Bitcoin price depreciation from $93,390.22 per Bitcoin as of December 31, 2024, to $82,443.85 per Bitcoin as of March 31, 2025.

Net decrease in net assets resulting from operations was ($492,112) for the three months ended March 31, 2025, which consisted of the net realized and unrealized loss on investment in Bitcoin, plus the Sponsor’s Fee of $1,398.

Net assets decreased to $3,346,810 at March 31, 2025, a 6% decrease for the three-month period.

The decrease in net assets resulted from the aforementioned Bitcoin price depreciation, the redemption of approximately 2,437 Bitcoin with a value of $212,091 from the Trust, and the withdrawal of approximately 15 Bitcoin to pay the foregoing Sponsor’s Fee, partially offset by the contribution of approximately 5,034 Bitcoin with a value of $500,979 to the Trust in connection with Share creations during the period.

Cash Resources and Liquidity

The Trust only receives and holds cash in order to facilitate creations and redemptions pursuant to Cash Orders, and has not otherwise had or maintained a cash balance at any time since the completion of the Initial Distribution.

When selling Bitcoin in the Digital Asset Market to pay Additional Trust Expenses on behalf of the Trust, the Sponsor endeavors to sell the exact amount of Bitcoin needed to pay expenses in order to minimize the Trust’s holdings of assets other than Bitcoin.

11 unchanged sentences

Selected Operating Data

Three Months Ended September 30, 2025

For the Period from July 31, 2024 (the Commencement of the Trust’s Operations) to September 30, 2024

Nine Months Ended September 30, 2025

For the Period from July 31, 2024 (the Commencement of the Trust’s Operations) to September 30, 2024

(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 September 30,

As of March 31,

Price of Bitcoin on principal market

Principal Market NAV per Share (1)

Index Price (5)

Principal Market NAV (1)

3,503,704,911

3,346,810,473

NAV per Share (2)

(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.

(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 September 30, 2025, and identified the principal market as Crypto.com.

The Trust performed an assessment of the principal market at September 30, 2024 and identified the principal market as Coinbase.

(4) As of September 30, 2025, the Principal Market NAV per Share was calculated using the fair value of Bitcoin based on the price provided by Crypto.com, 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.

As of September 30, 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.

3,502,875,559

3,345,114,413

(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) 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.

The Digital Asset Trading Platforms included in the Index (the “Constituent Trading Platforms”) as of both March 31, 2026 and 2025 were Coinbase, Bitstamp by Robinhood, Kraken, LMAX Digital, Crypto.com, and Bullish.

The Digital Asset Trading Platforms included in the Index as of April 30, 2026 were Binance, Bitstamp by Robinhood, Bullish, Bybit, Crypto.com, GATE, Gemini, Hashkey, Kraken, LMAX Digital, and OKX.

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

The Digital Asset Trading Platforms included in the Index (the “Constituent Trading Platforms”) as of September 30, 2025 were Coinbase, Bitstamp by Robinhood, Kraken, LMAX Digital, Crypto.com, Bullish, and Bitfinex.

The Digital Asset Trading Platforms included in the Index as of September 30, 2024 were Coinbase, Bitstamp, Kraken, LMAX Digital and Crypto.com.

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

T he 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 September 30, 2025, the Trust had a net closing balance of 47,736.24179635 Bitcoin with a value of $5,461,005,535, based on the Index Price of $114,399.57 on September 30, 2025 (non-GAAP methodology).

As of September 30, 2025, the total market value of the Trust’s Bitcoin was $5,461,121,057, based on the price of one Bitcoin in the principal market (Crypto.com) of $114,401.99 on September 30, 2025.

As of September 30, 2024, the Trust had a net closing balance of 33,752.36277471 Bitcoin with a value of $2,140,929,585, based on the Index Price of $63,430.51 on September 30, 2024 (non-GAAP methodology).

As of September 30, 2024, the total market value of the Trust’s Bitcoin was $2,142,085,603, based on the price of one Bitcoin in the principal market (Coinbase) of $63,464.76 on September 30, 2024.

The Trust reflects creations and redemptions and the Bitcoin for proceeds receivable or payable with respect to such creations and redemptions, respectively, on the trade date, which is the business day an accepted creation or redemption order is placed 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.

Historical NAV and Bitcoin Prices

2 unchanged sentences

Movements may be influenced by various factors, including, but not limited to, government regulation, security breaches experienced by service providers, as well as political and economic uncertainties around the world.

The follow ing chart illustrates the movement in the Trust’s NAV per Share (as adjusted for the Reverse Share Split for periods prior to November 20, 2024) versus the Index Price and the Trust’s Principal Market NAV per Share (as adjusted for the Reverse Share Split for periods prior to November 20, 2024) from July 31, 2024 (the commencement of the Trust’s operations) to September 30, 2025.

For more information on the determination of the Trust’s NAV, see “Item 1.

Business—Overview of the Bitcoin Industry and Market—Bitcoin Value—The Index and the Index Price” in our Annual Report.

The following table illustrates the movements in the Index Price from July 31, 2024 (the commencement of the Trust’s operations) to September 30, 2025.

During such period, the Index Price has ranged from $53,461.36 to $122,807.61, with the straight average being $92,046.45 through September 30, 2025.

The Sponsor has not observed a material difference between the Index Price and average prices from the Constituent Trading Platforms as of September 30, 2025, individually or as a group.

The following table illustrates the movements in the Index Price from July 31, 2024 (the commencement of the Trust’s operations) to March 31, 2026.

The Sponsor has not observed a material difference between the Index Price and average prices from the Constituent Trading Platforms as of March 31, 2026, individually or as a group.

End of period

Last business day

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

Twelve months ended September 30, 2025

July 31, 2024 (the commencement of the Trust’s operations) to September 30, 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 September 30, 2025.

During such period, the price of Bitcoin has ranged from $53,469.64 to $122,824.79, with the straight average being $92,049.35 through September 30, 2025.

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

Twelve months ended March 31, 2026

July 31, 2024 (the commencement of the Trust’s operations) to March 31, 2026

Digital Asset Market Price

2 unchanged sentences

Last business day

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

Twelve months ended September 30, 2025

July 31, 2024 (the commencement of the Trust’s operations) to September 30, 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 September 30, 2025 and the Trust’s NAV per Share from July 31, 2024 (the commencement of the Trust’s operations) to September 30, 2025.

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

Twelve months ended March 31, 2026

July 31, 2024 (the commencement of the Trust’s operations) to March 31, 2026

The following chart sets out the historical closing prices for the Shares as reported by NYSE Arca and the Trust’s NAV per Share from July 31, 2024 (the commencement of the Trust’s operations) to March 31, 2026.

BTC Premium/(Discount):

1 unchanged sentence

NAV per Share (Non-GAAP) ($)

The following chart sets out the historical premium and discount for the Shares calculated as a percentage of the historical closing prices for the Shares as reported by NYSE Arca from July 31, 2024 (the commencement of the Trust’s operations) to September 30, 2025 divided by the Trust’s NAV per Share from July 31, 2024 (the commencement of the Trust’s operations) to September 30, 2025.

The following chart sets out the historical premium and discount for the Shares calculated as a percentage of the historical closing prices for the Shares as reported by NYSE Arca divided by the Trust’s NAV per Share from July 31, 2024 (the commencement of the Trust’s operations) to March 31, 2026.

BTC Premium/(Discount):

2 unchanged sentences

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-Q

Item 2. Management’s Discussion and Analysis