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Item 8. Financial Statements and Supplementary Data

2026-03-02 compared with 2025-02-28 · 92 added, 57 removed, 328 unchanged (31% of the section changed)

5 unchanged sentences

Schedule of Investments as of December 31, 2025

Statement of Income and Expenses for the Year Ended December 31, 2024

Schedule of Investments as of December 31, 2024

Statements of Income and Expenses for the Years Ended December 31, 2025 and 2024

Statement of Changes in Shareholders' Equity for the Year Ended December 31, 2025

Statement of Changes in Shareholder's Equity for the Period December 20, 2023 to December 31, 2023

Statements of Cash Flows for the Year Ended December 31, 2024 and the Period December 20, 2023 to December 31, 2023

Statement of Changes in Shareholders' Equity for the Year Ended December 31, 2024

Statement of Changes in Shareholders' Equity for the Period December 20, 2023 to December 31, 2023

Statements of Cash Flows for the Years Ended December 31, 2025, 2024 and the Period December 20, 2023 to December 31, 2023

Notes to Financial Statements

27 unchanged sentences

Opinion on the Financial Statements

We have audited the accompanying statements of financial condition of Invesco Galaxy Bitcoin ETF (the “Trust) as of December 31, 2024 and 2023, including the schedule of investments as of December 31, 2024, and the related statement of income and expenses for the year ended December 31, 2024, and the statements of changes in shareholders’ equity and of cash flows for the year ended December 31, 2024 and for the period December 20, 2023 through December 31, 2023, including the related notes (collectively referred to as 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 2023, the results of its operations for the year ended December 31, 2024 and its cash flows for the year ended December 31, 2024 and for the period December 20, 2023 through December 31, 2023 in conformity with accounting principles generally accepted in the United States of America.

We have audited the accompanying statements of financial condition, including the schedules of investments, of Invesco Galaxy Bitcoin ETF (the “Trust”) as of December 31, 2025 and 2024, and the related statements of income and expenses for each of the two years in the period ended December 31, 2025, and the statements of changes in shareholders' equity and of cash flows for each of the two years in the period ended December 31, 2025 and for the period December 20, 2023 to December 31, 2023, including the related notes (collectively referred to as 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 2024, the results of its operations for each of the two years in the period ended December 31, 2025 and its cash flows for each of the two years in the period ended December 31, 2025 and for the period December 20, 2023 to December 31, 2023 in conformity with accounting principles generally accepted in the United States of America.

Basis for Opinion

19 unchanged sentences

December 31, 2025 and 2024

Investments in Bitcoin, at value (cost $ 381,198,226 as of December 31, 2024)

Cash held by custodian

Investments in Bitcoin, at value (cost $ 330,940,642 and $ 381,198,226 , respectively)

Accrued Sponsor's fees

17 unchanged sentences

Invesco Galaxy Bitcoin ETF

Statement of Income and Expenses

For the Year Ended December 31, 2024

Schedule of Investments

December 31, 2024

% of Net Assets

Cryptocurrency

Total Investments

Other Assets Less Liabilities

See accompanying Notes to Financial Statements which are an integral part of the financial statements.

Invesco Galaxy Bitcoin ETF

Statements of Income and Expenses

For the Years Ended December 31, 2025 and 2024

Total Expenses

1 unchanged sentence

Net Realized and Net Change in Unrealized Gain (Loss)

Net Realized Gain (Loss) from

Net Realized Gain (Loss) on

Investments in Bitcoin Sold to Pay Sponsor Fee

1 unchanged sentence

Net Realized Gain (Loss)

Net Change in Unrealized Gain (Loss) from Investments in Bitcoin

Net Realized and Net Change in Unrealized Gain (Loss) from Investments in Bitcoin

Net Change in Unrealized Gain (Loss) on Investments in Bitcoin

( 133,162,606

Net Realized and Net Change in Unrealized Gain (Loss) on Investments in Bitcoin

Net Income (Loss)

9 unchanged sentences

Net Increase (Decrease) due to Share Transactions

( 111,070,498

Net Income (Loss)

Net Investment Income (Loss)

Net Realized Gain (Loss) from Investments in Bitcoin Sold for Sponsor Fee and Redemptions

Net Change in Unrealized Gain (Loss) from Investments in Bitcoin

Net Realized Gain (Loss) on Investments in Bitcoin Sold for Sponsor Fee and Redemptions

Net Change in Unrealized Gain (Loss) on Investments in Bitcoin

( 133,162,606

Net Income (Loss)

Net Change in Shareholders' Equity

( 183,361,838

Balance at December 31, 2025

1 unchanged sentence

Invesco Galaxy Bitcoin ETF

Statement of Changes in Shareholder's Equity

Statement of Changes in Shareholders’ Equity

For the Year Ended December 31, 2024

Shareholders'

Balance at December 31, 2023

Purchases of Shares

Redemption of Shares

( 403,466,502

Net Increase (Decrease) due to Share Transactions

Net Income (Loss)

Net Investment Income (Loss)

Net Realized Gain (Loss) on Investments in Bitcoin Sold for Sponsor Fee and

Net Change in Unrealized Gain (Loss) on Investments in Bitcoin

Net Income (Loss)

Net Change in Shareholders' Equity

Balance at December 31, 2024

See accompanying Notes to Financial Statements which are an integral part of the financial statements.

Invesco Galaxy Bitcoin ETF

Statement of Changes in Shareholders’ Equity

For the Period December 20, 2023 to December 31, 2023

Shareholder's

Shareholders'

Balance at December 20, 2023

12 unchanged sentences

Statements of Cash Flows

For the Year Ended December 31, 2024 and the Period December 20, 2023 to December 31, 2023

For the Years Ended December 31, 2025, 2024 and the Period December 20, 2023 to December 31, 2023

Cash flows from operating activities:

3 unchanged sentences

( 268,054,886

( 670,540,520

Proceeds from bitcoin sold to pay Sponsor Fee

Proceeds from bitcoin sold for redemptions

Net Realized (Gain)/Loss from Investments in Bitcoin Sold to pay Sponsor Fee

Net Realized (Gain)/Loss from Investments in Bitcoin Sold for Redemptions

Net Change in Unrealized (Gain)/Loss from Investments in Bitcoin

Net Realized (Gain) Loss on Investments in Bitcoin Sold to pay Sponsor Fee

Net Realized (Gain) Loss on Investments in Bitcoin Sold for Redemptions

Net Change in Unrealized (Gain) Loss on Investments in Bitcoin

( 346,591,104

7 unchanged sentences

( 379,136,867

( 403,466,502

Net cash provided by (used in) financing activities

( 111,070,498

Net change in cash

9 unchanged sentences

The Trust operates pursuant to its Second Amended and Restated Declaration of Trust and Trust Agreement, dated as of January 5, 2024 (the “Trust Agreement”).

Delaware Trust Company, a Delaware trust company, is the Delaware trustee of the Trust (the “Trustee”).

CSC Delaware Trust Company, a Delaware trust company, is the Delaware trustee of the Trust (the “Trustee”).

The Trust is managed and controlled by Invesco Capital Management LLC (the “Sponsor”).

4 unchanged sentences

Through December 31, 2023, the Trust had no operations other than those related to its organization and registration and the sale of Shares to the Seed Capital Investor.

As a result, the Statement of Operations was omitted for December 31, 2023.

As of December 31, 2023, the Seed Capital Investor owned one hundred percent of the outstanding Shares.

17 unchanged sentences

The Trust’s NAV is an amount denominated in U.S.

This Annual Report (the “Report”) covers the twelve months ended December 31, 2024 and the period beginning December 20, 2023 to December 31, 2023 .

This Annual Report (the “Report”) covers the years ended December 31, 2025, 2024 and the period beginning December 20,

2023 to December 31, 2023 .

Note 2 – Summary of Significant Accounting Policies

6 unchanged sentences

GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities at the date of the financial statements.

Actual results could differ from those

Actual results could differ from those estimates.

In addition, the Trust monitors for material events or transactions that may occur or become known after the period-end date and before the date the financial statements are issued.

Crypto Assets

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”).

The issuance 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.

Adoption of the new standard had no material impact on the Trust's financial statements.

See Note 2 - Summary of Significant Accounting Policies - F.

Investment Valuations for more information on the Trust's valuation practices .

Segment Reporting

In November 2023, the FASB issued Accounting Standards Update 2023-07, Segment Reporting (Topic 280):

Improvements to Reportable Segment Disclosures (“ASU 2023-07”), with the intent of improving reportable segment disclosure requirements, primarily through enhanced disclosures about significant segment expenses, allowing financial statement users to better understand the components of a segment's profit or loss and assess potential future cash flows for each reportable segment and the entity as a whole thereby enabling better understanding of how an entity's segments impact overall performance.

The Trust represents a single operating segment.

Subject to the oversight and, when applicable, approval of the Board of Managers, the Trust's Sponsor acts as the Trust's chief operating decision maker (“CODM”), assessing performance and making decisions about resource allocation within the Trust.

The Trust represents a single operating segment, in accordance with ASC 280, Segment Reporting.

Subject to the oversight and, when applicable, approval of the Board of Managers, portfolio managers and senior executives at the Sponsor act as the Trust’s chief operating decision maker (“CODM”), assessing performance and making decisions about resource allocation within the Trust.

The CODM monitors the operating results as a whole, and the Trust’s long-term strategic asset allocation is determined in accordance with the terms of its prospectus based on a defined investment strategy.

The financial information provided to and reviewed by the CODM is consistent with that presented in the Trust ’ s financial statements.

Adoption of the new standard impacted the Trust's financial statement note disclosures only and did no t affect the Trust's financial position or the results of its operations.

Cash and Cash Equivalents

The Trust defines cash as cash held by the Cash Custodian (as defined below).

There were no cash equivalents held by the Trust as of December 31, 2024 .

There were no cash equivalents held by the Trust as of December 31, 2025 and 2024 .

Investment Valuations

13 unchanged sentences

In certain cases, the Trust will pay for some expenses in addition to the Sponsor Fee.

These exceptions include expenses not assumed by the Sponsor (i.e., expenses other than those identified in Section H of this Note 2), litigation and indemnification

expenses, judgments, transactional expenses, taxes and other expenses not expected to be incurred in the ordinary course of the Trust’s business.

The only expenses of the Trust during the year ended December 31, 2024 were the Sponsor Fee.

These exceptions include expenses not assumed by the Sponsor (i.e., expenses other than those identified in Section G of this Note 2), litigation and indemnification expenses, judgments, transactional expenses, taxes and other expenses not expected to be incurred in the ordinary course of the Trust’s business.

The only expenses of the Trust during the years ended December 31, 2025 and 2024 were the Sponsor Fee.

Federal Income Taxes

12 unchanged sentences

Note 4 – Service Providers and Related Party Agreements

Delaware Trust Company, a Delaware trust company, acts as the Trustee of the Trust as required to create a Delaware statutory trust in accordance with the Trust Agreement and the DSTA.

CSC Delaware Trust Company, a Delaware trust company, acts as the Trustee of the Trust as required to create a Delaware statutory trust in accordance with the Trust Agreement and the DSTA.

Under the Trust Agreement, the duties of the Trustee are limited to (i) accepting legal process served on the Trust in the State of Delaware and (ii) at the direction of the Sponsor, the execution of any certificates required to be filed with the Secretary of State of the State of Delaware which the Trustee is required to execute under the DSTA.

16 unchanged sentences

The Trust is not responsible for paying any costs associated with the transfer of bitcoin to or from the Trust in connection with paying the Sponsor Fee or in connection with creation and redemption transactions.

The Sponsor did not waive any fees for the year ended December 31, 2025 .

The Sponsor waived fees of $ 480,739 for the year ended December 31, 2024.

1 unchanged sentence

BNYM serves as the Trust’s Administrator.

Under the trust administration and accounting agreement, the Administrator provides necessary administrative, tax and accounting services and financial reporting for the maintenance and operations of the Trust, including calculating the NAV of the Trust and the net assets of the Trust.

The Transfer Agent

BNYM also serves as the Transfer Agent for the Trust.

The Transfer Agent is responsible for (1) issuing and redeeming Shares, (2) responding to correspondence by Shareholders and others relating to its duties, (3) maintaining Shareholder accounts and (4) making periodic reports to the Trust.

The Transfer Agent is responsible for (1) issuing and redeeming Shares in connection with creation and redemption transactions, (2) responding to correspondence by Shareholders and others relating to its duties, (3) maintaining Shareholder accounts and (4) making periodic reports to the Trust.

The Bitcoin Custodian

Coinbase Custody Trust Company, LLC serves as the Trust’s Bitcoin Custodian.

Under the custodial agreement, the Bitcoin Custodian is responsible for (1) safekeeping all of the bitcoin owned by the Trust, (2) opening an account that holds the Trust’s bitcoin and (3) facilitating the transfer of bitcoin required for the operation of the Trust, as directed by the Sponsor.

Under the Bitcoin Custody Agreement, the Bitcoin Custodian is responsible for (1) safekeeping all of the bitcoin owned by the Trust, (2) opening an account that holds the Trust’s bitcoin and (3) facilitating the transfer of bitcoin required for the operation of the Trust, as directed by the Sponsor.

The Bitcoin Custodian is chartered as a limited purpose trust company by the New York State Department of Financial Services (“NYSDFS”) and is authorized by the NYSDFS to provide digital asset custody services.

1 unchanged sentence

The Cash Custodian

BNYM serves as the Trust’s Cash Custodian.

Under the Cash Custody Agreement, BNYM is responsible for holding the Trust’s cash in connection with creation and redemption transactions effected in cash (the “Cash Custodian”).

BNYM serves as the Trust’s cash custodian (the “Cash Custodian”).

Under the Cash Custody Agreement, the Cash Custodian is responsible for holding the Trust’s cash in connection with creation and redemption transactions effected in cash.

The Cash Custodian is a New York state-chartered bank and a member of the Federal Reserve System.

20 unchanged sentences

GAAP defines fair value as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date, under current market conditions.

GAAP establishes a hierarchy that prioritizes the inputs to valuation methods, giving the highest priority to readily available unadjusted quoted prices in an active market for identical assets (Level 1) and the lowest priority to significant unobservable inputs (Level 3), generally when market prices

are not readily available or are unreliable.

Based on the valuation inputs, the securities or other investments are tiered into one of three levels.

12 unchanged sentences

The Trust expects to purchase or sell bitcoin in connection with cash creation or redemption transactions, and may sell bitcoin to pay certain expenses, including the Sponsor Fee.

The following is a summary of the transactions in, and earnings from, investments in bitcoin for the year ended December 31, 2024.

The following is a summary of the transactions in, and earnings from, investments in bitcoin for the years ended December 31, 2025 and 2024.

Opening Balance as of 12/31/2024

1 unchanged sentence

Proceeds from Sales to Pay Sponsor Fee

Proceeds from Sales to Redemptions

Proceeds from bitcoin sold for Redemptions

( 379,125,390

Change in Unrealized Appreciation (Depreciation)

Net Realized (Gain) Loss from Investments in Bitcoin Sold to pay Sponsor Fee

Net Realized (Gain) Loss from Investments in Bitcoin Sold for Redemptions

( 133,162,606

Net Realized Gain (Loss) on Investments in Bitcoin Sold to pay Sponsor Fee

Net Realized Gain (Loss) on Investments in Bitcoin Sold for Redemptions

Ending Balance as of 12/31/2025

Opening Balance as of 12/31/2023

Purchases at Cost

Proceeds from Sales to Pay Sponsor Fee

Proceeds from bitcoin sold for Redemptions

( 349,072,831

Change in Unrealized Appreciation (Depreciation)

Net Realized Gain (Loss) on Investments in Bitcoin Sold to pay Sponsor Fee

Net Realized Gain (Loss) on Investments in Bitcoin Sold for Redemptions

Ending Balance as of 12/31/2024

Note 8 – Share Purchases and Redemptions

1 unchanged sentence

When the Trust issues or redeems its Shares, it will do so only in Creation Baskets based on the quantity of bitcoin attributable to each Share of the Trust (net of accrued but unpaid Sponsor fees and any accrued but unpaid expenses or liabilities).

Creation and redemption transactions take place in cash, but in the future, pending regulatory approval, the Trust may permit or require creation and redemption transactions to take place in-kind.

Creation and redemption transactions are conducted in exchange for bitcoin in-kind or cash.

Authorized Participants are the only persons that may place orders to create and redeem Creation Baskets.

1 unchanged sentence

To become an Authorized Participant, a person must enter into an Authorized Participant Agreement.

When purchasing Creation Baskets in-kind with bitcoin, Authorized Participants and/or their designees deliver bitcoin to the Bitcoin Custodian.

After confirming receipt of the bitcoin by the Bitcoin Custodian, the Transfer Agent is authorized by the Sponsor to issue Creation Baskets of Shares to the creating Authorized Participant in satisfaction of the creation order.

When purchasing Creation Baskets, Authorized Participants will deliver cash to the Cash Custodian.

1 unchanged sentence

After receipt of the bitcoin by the Bitcoin Custodian, the Transfer Agent will issue Creation Baskets of Shares to the creating Authorized Participant in satisfaction of the creation order.

When redeeming Creation Baskets in-kind for bitcoin, the Transfer Agent will redeem the Shares and the Bitcoin Custodian will distribute the resulting bitcoin to the redeeming Authorized Participant in satisfaction of the redemption order.

When redeeming Creation Baskets, the Execution Agent will be responsible for selling the requisite amount of bitcoin on behalf of the Trust on an agency basis.

3 unchanged sentences

The Trust’s organizational documents provide for the Trust to indemnify the Sponsor and any affiliate of the Sponsor that provides services to the Trust to the maximum extent permitted by applicable law, subject to certain exceptions for disqualifying conduct by the Sponsor or such an affiliate.

The Trust’s maximum exposure under these

arrangements is unknown as this would involve future claims that may be made against the Trust that have not yet occurred.

The Trust’s maximum exposure under these arrangements is unknown as this would involve future claims that may be made against the Trust that have not yet occurred.

Further, the Trust has not had prior claims or losses pursuant to these contracts.

Note 10 – Financial Highlights

The Trust is presenting the following NAV and financial highlights related to investment performance for a Share outstanding for the period January 10, 2024 to December 31, 2024.

The Trust is presenting the following NAV and financial highlights related to investment performance for a Share outstanding for the year ended December 31, 2025 and the period January 10, 2024 to December 31, 2024.

An individual investor’s return and ratios may vary based on the timing of capital transactions.

NAV per Share is the NAV of the Trust divided by the number of outstanding Shares at the date of each respective period presented.

Fiscal Year Ended

December 31, 2025

For the Period January 10, 2024 (the effective date of the Trust's registration statement) to December 31, 2024

28 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-K

Item 8. Financial Statements and Supplementary Data