Item 8. Financial Statements and Supplementary Data
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA.
Index to Financial Statements
Documents
Page
Report of Management on Internal Control Over Financial Reporting
44
Report of Independent Registered Public Accounting Firm (PCAOB ID 238 )
45
Statements of Financial Condition as of December 31, 2025 and 2024
46
Schedule of Investments as of December 31, 2025
47
Schedule of Investments as of December 31, 2024
48
Statements of Income and Expenses for the Years Ended December 31, 2025 and 2024
49
Statement of Changes in Shareholders' Equity for the Year Ended December 31, 2025
50
Statement of Changes in Shareholders' Equity for the Year Ended December 31, 2024
51
Statement of Changes in Shareholders' Equity for the Period December 20, 2023 to December 31, 2023
52
Statements of Cash Flows for the Years Ended December 31, 2025, 2024 and the Period December 20, 2023 to December 31, 2023
53
Notes to Financial Statements
54
43
Report of Management on Internal Control Over Financial Reporting
Management of Invesco Capital Management LLC, as sponsor (the “Sponsor”) of the Invesco Galaxy Bitcoin ETF (the
“Trust”), is responsible for establishing and maintaining adequate internal control over financial reporting, as defined under Rules
13a-15(f) and 15d-15(f) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). 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 U.S. generally accepted accounting principles.
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.
We, Brian Hartigan, Principal Executive Officer, and Kelli Gallegos, Principal Financial and Accounting Officer, Investment
Pools, of the Sponsor, assessed the effectiveness of the Trust’s internal control over financial reporting as of December 31, 2025. In
making this assessment, we used the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission
(“COSO”) in Internal Control—Integrated Framework (2013). Based on our assessment and those criteria, we have concluded that the
Trust maintained effective internal control over financial reporting as of December 31, 2025.
By:
/ S / B RIAN H ARTIGAN
Name :
Brian Hartigan
Title:
Principal Executive Officer
By:
/ S / KELLI GALLEGOS
Name:
Kelli Gallegos
Title:
Principal Financial and Accounting
Officer, Investment Pools
February 27, 2026
44
Report of Independent Registered Public Accounting Firm
To the Board of Managers of Invesco Capital Management LLC (as Sponsor of Invesco Galaxy Bitcoin ETF) and Shareholders of Invesco Galaxy Bitcoin ETF
Opinion on the Financial Statements
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
These financial statements are the responsibility of the Trust’s management. Our responsibility is to express an opinion on the Trust’s financial statements based on our audits. 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. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audits of these financial statements in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. The Trust is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audits we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Trust's internal control over financial reporting. Accordingly, we express no such opinion.
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 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.
/s/ PricewaterhouseCoopers LLP
Chicago, Illinois
February 27, 2026
We have served as the Trust's auditor since 2023.
45
Invesco Galaxy Bitcoin ETF
Statements of Financial Condition
December 31, 2025 and 2024
December 31,
2025
2024
Assets
Investments in Bitcoin, at value (cost $ 330,940,642 and $ 381,198,226 , respectively)
$
544,369,140
$
727,789,330
Total Assets
$
544,369,140
$
727,789,330
Liabilities
Payable for:
Accrued Sponsor's fees
$
119,145
$
177,497
Total Liabilities
$
119,145
$
177,497
Commitments and Contingencies (Note 9)
Net Assets
$
544,249,995
$
727,611,833
Net assets consist of:
Paid-in-capital
$
210,297,191
$
321,367,689
Distributable earnings (loss)
333,952,804
406,244,144
$
544,249,995
$
727,611,833
Shares outstanding
6,240,000
7,800,000
Net asset value per share
$
87.22
$
93.28
Market value per share
$
87.20
$
93.22
See accompanying Notes to Financial Statements which are an integral part of the financial statements.
46
Invesco Galaxy Bitcoin ETF
Schedule of Investments
December 31, 2025
Description
Quantity
Cost
Fair Value
% of Net Assets
Cryptocurrency
Bitcoin
6,218
$
330,940,642
$
544,369,140
100.02
%
Total Investments
6,218
$
330,940,642
$
544,369,140
100.02
%
Other Assets Less Liabilities
$
( 119,145
)
( 0.02
)%
Net assets
$
544,249,995
100.00
%
See accompanying Notes to Financial Statements which are an integral part of the financial statements.
47
Invesco Galaxy Bitcoin ETF
Schedule of Investments
December 31, 2024
Description
Quantity
Cost
Fair Value
% of Net Assets
Cryptocurrency
Bitcoin
7,793
$
381,198,226
$
727,789,330
100.02
%
Total Investments
7,793
$
381,198,226
$
727,789,330
100.02
%
Other Assets Less Liabilities
$
( 177,497
)
( 0.02
)%
Net assets
$
727,611,833
100.00
%
See accompanying Notes to Financial Statements which are an integral part of the financial statements.
48
Invesco Galaxy Bitcoin ETF
Statements of Income and Expenses
For the Years Ended December 31, 2025 and 2024
2025
2024
Income
Total Income
$
—
$
—
Expenses
Sponsor Fees
1,512,417
1,200,055
Total Expenses
1,512,417
1,200,055
Less: Waivers
—
( 480,739
)
Net Expenses
1,512,417
719,316
Net Investment Income (Loss)
( 1,512,417
)
( 719,316
)
Net Realized and Net Change in Unrealized Gain (Loss)
Net Realized Gain (Loss) on
Investments in Bitcoin Sold to Pay Sponsor Fee
49,251
( 25,357
)
Investments in Bitcoin Sold for Redemptions
62,334,432
60,297,713
Net Realized Gain (Loss)
62,383,683
60,272,356
Net Change in Unrealized Gain (Loss) on Investments in Bitcoin
( 133,162,606
)
346,591,104
Net Realized and Net Change in Unrealized Gain (Loss) on Investments in Bitcoin
( 70,778,923
)
406,863,460
Net Income (Loss)
$
( 72,291,340
)
$
406,144,144
See accompanying Notes to Financial Statements which are an integral part of the financial statements.
49
Invesco Galaxy Bitcoin ETF
Statement of Changes in Shareholders’ Equity
For the Year Ended December 31, 2025
Total
Shares
Shareholders'
Equity
Balance at December 31, 2024
7,800,000
$
727,611,833
Purchases of Shares
2,605,000
268,066,369
Redemption of Shares
( 4,165,000
)
( 379,136,867
)
Net Increase (Decrease) due to Share Transactions
( 1,560,000
)
( 111,070,498
)
Net Income (Loss)
Net Investment Income (Loss)
( 1,512,417
)
Net Realized Gain (Loss) on Investments in Bitcoin Sold for Sponsor Fee and Redemptions
62,383,683
Net Change in Unrealized Gain (Loss) on Investments in Bitcoin
( 133,162,606
)
Net Income (Loss)
( 72,291,340
)
Net Change in Shareholders' Equity
( 1,560,000
)
( 183,361,838
)
Balance at December 31, 2025
6,240,000
$
544,249,995
See accompanying Notes to Financial Statements which are an integral part of the financial statements.
50
Invesco Galaxy Bitcoin ETF
Statement of Changes in Shareholders’ Equity
For the Year Ended December 31, 2024
Total
Shares
Shareholders'
Equity
Balance at December 31, 2023
4,000
$
100,000
Purchases of Shares
14,145,000
724,834,191
Redemption of Shares
( 6,349,000
)
( 403,466,502
)
Net Increase (Decrease) due to Share Transactions
7,796,000
321,367,689
Net Income (Loss)
Net Investment Income (Loss)
( 719,316
)
Net Realized Gain (Loss) on Investments in Bitcoin Sold for Sponsor Fee and
Redemptions
60,272,356
Net Change in Unrealized Gain (Loss) on Investments in Bitcoin
346,591,104
Net Income (Loss)
406,144,144
Net Change in Shareholders' Equity
7,796,000
727,511,833
Balance at December 31, 2024
7,800,000
$
727,611,833
See accompanying Notes to Financial Statements which are an integral part of the financial statements.
51
Invesco Galaxy Bitcoin ETF
Statement of Changes in Shareholders’ Equity
For the Period December 20, 2023 to December 31, 2023
Shares
Total
Shares
Total
Equity
Shareholders'
Equity
Balance at December 20, 2023
—
$
—
$
—
Purchases of Shares
4,000
100,000
100,000
Redemption of Shares
—
—
—
Net Increase (Decrease) due to Share Transactions
4,000
100,000
100,000
Net Income (Loss)
Net Investment Income (Loss)
—
—
Net Realized Gain (Loss) on Investments in Bitcoin
—
—
Net Change in Unrealized Gain (Loss) on Investments in Bitcoin
—
—
Net Income (Loss)
—
—
Net Change in Shareholders' Equity
4,000
100,000
100,000
Balance at December 31, 2023
4,000
$
100,000
$
100,000
See accompanying Notes to Financial Statements which are an integral part of the financial statements.
52
Invesco Galaxy Bitcoin ETF
Statements of Cash Flows
For the Years Ended December 31, 2025, 2024 and the Period December 20, 2023 to December 31, 2023
2025
2024
2023
Cash flows from operating activities:
Net Income (Loss)
$
( 72,291,340
)
$
406,144,144
$
—
Adjustments to reconcile net income (loss) to net cash provided by (used in) operating activities:
Cost of bitcoin purchased
( 268,054,886
)
( 670,540,520
)
—
Proceeds from bitcoin sold to pay Sponsor Fee
1,570,763
541,819
—
Proceeds from bitcoin sold for redemptions
379,125,390
349,072,831
—
Net Realized (Gain) Loss on Investments in Bitcoin Sold to pay Sponsor Fee
( 49,251
)
25,357
—
Net Realized (Gain) Loss on Investments in Bitcoin Sold for Redemptions
( 62,334,432
)
( 60,297,713
)
—
Net Change in Unrealized (Gain) Loss on Investments in Bitcoin
133,162,606
( 346,591,104
)
—
Change in operating assets and liabilities:
Accrued Sponsor's fees
( 58,352
)
177,497
—
Net cash provided by (used in) operating activities
111,070,498
( 321,467,689
)
—
Cash flows from financing activities:
Proceeds from purchases of Shares
268,066,369
724,834,191
100,000
Redemption of Shares
( 379,136,867
)
( 403,466,502
)
—
Net cash provided by (used in) financing activities
( 111,070,498
)
321,367,689
100,000
Net change in cash
—
( 100,000
)
100,000
Cash at beginning of period
—
100,000
—
Cash at end of period
$
—
$
—
$
100,000
See accompanying Notes to Financial Statements which are an integral part of the financial statements.
53
Invesco Galaxy Bitcoin ETF
Notes to Financial Statement s
December 31, 2025
Note 1 – Organization
Invesco Galaxy Bitcoin ETF (the “Trust”) is a Delaware statutory trust, formed on April 5, 2021 pursuant to the Delaware Statutory Trust Act (the “DSTA”). The Trust continuously issues common shares representing fractional undivided beneficial interest in and ownership of the Trust (“Shares”). 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”). 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”).
The Trust offers Shares only to certain eligible financial institutions (“Authorized Participants”) in one or more blocks of 5,000 Shares (“Creation Baskets”) based on the quantity of bitcoin attributable to each Share of the Trust. The Trust has an unlimited number of shares authorized for issuance.
On December 20, 2023, Invesco Ltd. (in such role, the “Seed Capital Investor”), subject to certain conditions, purchased 4,000 Shares in exchange for $ 100,000 , which comprised the initial purchase of the Trust’s Shares (“Initial Seed Shares”). 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 of December 31, 2023, the Seed Capital Investor owned one hundred percent of the outstanding Shares.
On January 2, 2024, the Seed Capital Investor purchased an additional 200,000 Shares at a per-Share price of $ 25.00 (“Seed Creation Baskets”). Total proceeds to the Trust from the sale of the Initial Seed Shares and the Seed Creation Baskets were $ 5,100,000 . On January 4, 2024, the Sponsor redeemed the Initial Seed Shares and the Seed Creation Baskets for cash at a per-Share price of $ 25.00 for a total redemption value of $ 5,100,000 and immediately created 110,000 Shares ( 22 Creation Baskets) at a price of $ 44.16305 per Share based on the price of the Lukka Prime Bitcoin Reference Rate (the “Benchmark”) as of 4:00 p.m. ET on January 4, 2024. The Benchmark is designed to provide an estimated fair market value price for bitcoin, based on the execution price of bitcoin on its principal market. The price of the Shares acquired by the Seed Capital Investor was determined based on the price of the Benchmark. The Seed Capital Investor no longer held Shares as of December 31, 2024.
Effective January 10, 2024, the Trust’s registration statement was declared effective by the U.S. Securities and Exchange Commission (the “SEC”). The Trust commenced trading on the Cboe BZX Exchange, Inc. (the “Exchange”) on January 11, 2024.
The Trust’s investment objective is to reflect the performance of the spot price of bitcoin as measured using the Benchmark, less the Trust’s expenses and other liabilities. The Shares are intended to provide institutional and retail investors with a simple, cost-effective means of gaining investment benefits similar to those of holding bitcoin.
In seeking to achieve its investment objective, the Trust will hold bitcoin. Coinbase Custody Trust Company, LLC (the “Bitcoin Custodian”) will hold all of the Trust’s bitcoin on the Trust’s behalf as bitcoin custodian.
The Bank of New York Mellon (“BNYM”), the Trust’s “Administrator,” calculates, and the Sponsor publishes, the Trust’s Net Asset Value (“NAV”) once each business day. To calculate the NAV, the Administrator totals the current market value of bitcoin in the Trust and any other assets, and subtracts any liabilities including accrued but unpaid expenses. The Trust’s NAV is an amount denominated in U.S. dollars.
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
A. Basis of Presentation
The financial statements of the Trust have been prepared using U.S. GAAP. The Trust is considered an investment company under U.S. GAAP for financial statement purposes and follows the accounting and reporting guidance applicable to investment companies in the Financial Accounting Standards Board (“FASB”) Accounting Standards Codification Topic 946, Financial Services — Investment Companies , but is not registered, and is not required to be registered, under the Investment Company Act of 1940, as amended.
B. Accounting Estimates
The preparation of financial statements in conformity with U.S. 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 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.
54
C. Segment Reporting
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.
D. 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, 2025 and 2024 .
E. Investment Valuations
The Trust applies FASB ASC Topic 820, Fair Value Measurement , in the valuation of bitcoin held by the Trust and for financial statement purposes. The fair market value price for bitcoin reflects the price that would be received for bitcoin in a current sale, which assumes an orderly transaction between market participants on the measurement date of bitcoin on its “principal market,” generally, the most advantageous market. Market participants are defined as buyers and sellers in the principal or most advantageous market that are independent, knowledgeable, and willing and able to transact. The Trust determines its principal market (or in the absence of a principal market the most advantageous market) on a periodic basis to determine which market is its principal market for the purpose of calculating fair value for the creation of quarterly and annual financial statements. Issuer-specific events, market trends, bid/asked quotes of brokers and information providers and other data may be reviewed in the course of making a good faith determination of a security’s fair value.
F. Investment Transactions
Bitcoin transactions are accounted for on a trade date basis. Realized gains or losses from the sale or disposition of bitcoin are determined on a specific identification basis and recognized in the Statements of Income and Expenses in the period in which the sale or disposition occurs, respectively.
G. Routine Operational, Administrative and Other Ordinary Expenses
The Sponsor is responsible for all routine operational, administrative and other ordinary expenses of the Trust, including, but not limited to, the Trustee’s fees, the fees of the BNYM (the Administrator and the “Transfer Agent”) (for its services as the Administrator, Transfer Agent, and Cash Custodian (defined herein)), the fees of the Bitcoin Custodian, the fees of Galaxy Digital Funds LLC (the “Execution Agent”), Exchange listing fees, SEC registration fees, printing and mailing costs, legal costs and audit fees. The Trust does not reimburse the Sponsor for the routine operational, administrative and other ordinary expenses of the Trust. Accordingly, such expenses are not reflected in the Statements of Income and Expense of the Trust.
H. Non-Recurring Fees and Expenses
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 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.
I. Federal Income Taxes
The Sponsor intends to take the position that the Trust is properly treated as a grantor trust for U.S. federal income tax purposes. Assuming that the Trust is a grantor trust, the Trust will not be subject to U.S. federal income tax and, therefore, no provision for federal income taxes is required. 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.
Note 3 – Concentration Risk
Unlike other funds that may invest in diversified assets, the Trust’s investment strategy is concentrated in a single asset: bitcoin. This concentration maximizes the degree of the Trust’s exposure to a variety of market risks associated with bitcoin, including the rise or fall in its price, sometimes rapidly or unexpectedly. By concentrating its investment strategy solely in bitcoin, any losses suffered as a result of a decrease in the value of bitcoin can be expected to reduce the value of an interest in the Trust proportionately and will not be offset by other gains if the Trust were to invest in underlying assets that were diversified. There is no assurance that bitcoin will maintain its long-term value in terms of purchasing power in the future. In the event that the price of bitcoin declines, the Sponsor expects the value of an investment in the Shares to decline proportionately. Each of these events could have a material effect on the Trust’s financial position and the results of its operations.
55
Note 4 – Service Providers and Related Party Agreements
The Trustee
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.
The Sponsor
Invesco Capital Management LLC is the Sponsor of the Trust. The Sponsor arranged for the creation of the Trust and is responsible for the ongoing registration of the Shares for their public offering, the listing of Shares on the Exchange and valuing the bitcoin held by the Trust. The Sponsor is a limited liability company formed in the state of Delaware on February 7, 2003, and is a wholly-owned subsidiary of Invesco Ltd. Invesco Ltd. and its subsidiaries, including the Sponsor, are an independent global investment management group.
The Trust pays the Sponsor a unified fee (the “Sponsor Fee”) in an amount equal to 0.25 % per annum of the daily total net assets of the Trust as compensation for services performed under the Trust Agreement. The Trust ’ s only ordinary recurring expense is the Sponsor Fee. The Sponsor Fee is accrued daily and paid monthly in arrears on the first Business Day of the month in U.S. dollars, and will be calculated by the Administrator. The Sponsor also paid the costs of the Trust’s organization.
From January 9, 2024 until January 28, 2024, the Sponsor Fee was 0.39 % per annum. Prior to January 9, 2024, the Sponsor Fee was 0.59 % per annum. For a 6-month period commencing on the day the Trust’s Shares were initially listed on the Exchange (January 11, 2024), the Sponsor waived the Sponsor Fee on the first $ 5 billion of Trust assets. Effective July 11, 2024, this waiver expired, and the Sponsor is no longer waiving the Sponsor Fee.
To cover the Sponsor Fee, and extraordinary expenses not assumed by the Sponsor, the Sponsor or its delegate will cause the Trust (or its delegate) to instruct the Execution Agent to convert bitcoin held by the Trust into U.S. dollars. Extraordinary expenses include, but are not limited to, taxes and governmental charges, any applicable brokerage commissions, financing fees, Bitcoin network fees and similar transaction fees, 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 (including, for example, in connection with any fork of the Bitcoin blockchain), any indemnification of the Sponsor, Cash Custodian, Bitcoin Custodian, Administrator or other agents, service providers or counterparties of the Trust and extraordinary legal fees and expenses, including any legal fees and expenses incurred in connection with litigation, regulatory enforcement or investigation matters. The NAV of the Trust and the number of bitcoins represented by a Share will decline each time the Trust accrues the Sponsor Fee or any Trust expenses not assumed by the Sponsor. The Trust is not responsible for paying any costs associated with the transfer of bitcoin to or from the Trust in connection with paying the 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.
The Administrator
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, determining the net assets of the Trust, and calculating the size of the creation baskets.
The Transfer Agent
BNYM also serves as the Transfer Agent for 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 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. The Bitcoin Custodian is a wholly-owned subsidiary of Coinbase Global, Inc.
56
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.
The Marketing Agent
Invesco Distributors, Inc. (the “Marketing Agent”) is responsible for: (1) working with the Transfer Agent to review and approve, or reject, purchase and redemption orders of Creation Baskets placed by Authorized Participants with the Transfer Agent; and (2) reviewing and approving the marketing materials prepared by the Trust for compliance with applicable SEC and Financial Industry Regulatory Authority advertising laws, rules, and regulations.
The Execution Agent
The Sponsor has entered into an agreement with Galaxy Digital Funds LLC, a subsidiary of Galaxy Digital LP (“Galaxy”), to serve as Execution Agent. The Trust from time to time will be required to sell bitcoin in such quantities as necessary to permit payment of the Sponsor Fee and any Trust expenses and liabilities not assumed by the Sponsor. The Sponsor has engaged the Execution Agent to sell bitcoin on the Trust’s behalf in such circumstances. The Sponsor or its delegate will cause the Trust (or its delegate) to instruct the Execution Agent to sell bitcoin at approximately the price at which it is valued by the Trust and in the smallest amounts required to permit such payments as they become due, with the intention of minimizing the Trust’s holdings of assets other than bitcoin. Accordingly, the amount of bitcoin to be sold may vary from time to time depending on the level of the Trust’s expenses and liabilities and the market price of bitcoin. The Trust also may utilize the services of the Execution Agent to purchase or sell bitcoin in connection with cash creations and redemptions.
In addition, as part of this agreement, the Execution Agent has agreed to co-brand and co-market the Trust, and the Sponsor has licensed the use of certain Galaxy trademarks, service marks and trade names in connection with the Trust.
Galaxy is a subsidiary of Galaxy Digital Holdings LP (“Galaxy Holdings”). Galaxy Digital Holdings Ltd., which holds a limited partner interest in Galaxy Holdings, is listed on the Toronto Stock Exchange under the symbol “GLXY.”
Note 5 – Organization and Offering Costs
The Sponsor has agreed to pay the organizational and initial offering costs of the Trust and the Trust will not be obligated to reimburse the Sponsor. The organizational and initial offering costs include preparation and filing of incorporation documents, bylaws, declarations of trust, registration statements, board materials, state and federal registration of shares and audit fees. As a result, the Trust’s financial statements do not reflect these organizational and offering costs.
Note 6 – Additional Valuation Information
U.S. 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. U.S. 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. Changes in valuation methods or market conditions may result in transfers in or out of an investment’s assigned level:
Level 1: Prices are determined using quoted prices in an active market for identical assets.
Level 2: Prices are determined using other significant observable inputs. Observable inputs are inputs that other market participants may use in pricing a security. These may include quoted prices for similar securities, interest rates, prepayment speeds, credit risk, yield curves, loss severities, default rates, discount rates, volatilities and others.
Level 3: Prices are determined using significant unobservable inputs. In situations where quoted prices or observable inputs are unavailable (for example, when there is little or no market activity for an investment at the end of the period), unobservable inputs may be used. Unobservable inputs reflect the Trust’s own assumptions about the factors market participants would use in determining fair value of the securities or instruments and would be based on the best available information.
As of December 31, 2025 , the investments in this Trust were valued based on Level 1 inputs. The levels assigned to the investment valuations may not be an indication of the risk or liquidity associated with investing in those investments. Because of the inherent uncertainties of valuation, the values reflected in the financial statements may materially differ from the value received upon actual sale of those investments.
57
Note 7 – Investments in Bitcoin
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 years ended December 31, 2025 and 2024.
Fair Value
Opening Balance as of 12/31/2024
$
727,789,330
Purchases at Cost
268,054,886
Proceeds from Sales to Pay Sponsor Fee
( 1,570,763
)
Proceeds from bitcoin sold for Redemptions
( 379,125,390
)
Change in Unrealized Appreciation (Depreciation)
( 133,162,606
)
Net Realized Gain (Loss) on Investments in Bitcoin Sold to pay Sponsor Fee
49,251
Net Realized Gain (Loss) on Investments in Bitcoin Sold for Redemptions
62,334,432
Ending Balance as of 12/31/2025
$
544,369,140
Fair Value
Opening Balance as of 12/31/2023
$
—
Purchases at Cost
670,540,520
Proceeds from Sales to Pay Sponsor Fee
( 541,819
)
Proceeds from bitcoin sold for Redemptions
( 349,072,831
)
Change in Unrealized Appreciation (Depreciation)
346,591,104
Net Realized Gain (Loss) on Investments in Bitcoin Sold to pay Sponsor Fee
( 25,357
)
Net Realized Gain (Loss) on Investments in Bitcoin Sold for Redemptions
60,297,713
Ending Balance as of 12/31/2024
$
727,789,330
Note 8 – Share Purchases and Redemptions
The Trust will process all creations and redemptions of Shares in transactions with Authorized Participants. 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 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. Authorized Participants must be (1) registered broker-dealers or other securities market participants, such as banks or other financial institutions, that are not required to register as broker-dealers to engage in securities transactions as described below, and (2) participants in DTC such as banks, dealers and trust companies (“DTC Participants”). 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. The Execution Agent will be responsible for acquiring the requisite amount of bitcoin on behalf of the Trust on an agency basis. 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. After receipt of the cash payment, the Transfer Agent will redeem the Shares and the Cash Custodian will distribute the resulting cash to the redeeming Authorized Participant in satisfaction of the redemption order.
58
Note 9 – Commitments and Contingencies
The Sponsor, either in its own capacity or in its capacity as the Sponsor and on behalf of the Trust, has entered into various service agreements that contain a variety of representations, or provide indemnification provisions related to certain risks service providers undertake in performing services for the Trust. 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. 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 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
Net Asset Value
Net asset value per Share, beginning of period
$
93.28
$
46.65
Net realized and change in unrealized gain (loss) on investments in Bitcoin (a)
( 5.81
)
46.73
Net investment income (loss) (b)
( 0.25
)
( 0.10
)
Net income (loss)
( 6.06
)
46.63
Net asset value per Share, end of period (c)
$
87.22
$
93.28
Market value per Share, beginning of period (d)
$
93.22
$
46.30
Market value per Share, end of period (d)
$
87.20
$
93.22
Ratio to average Net Assets (e)
Net investment income (loss)
( 0.25
)%
( 0.15
)%
Expenses, after waivers
0.25
%
0.15
%
Expenses, prior to waivers
0.25
%
0.25
%
Total Return, at net asset value (f)(g)
( 6.50
)%
99.96
%
Total Return, at market value (f)(g)
( 6.46
)%
101.34
%
(a) Net realized and change in unrealized gain (loss) on investments in Bitcoin per share may not correlate with the Trust’s net realized and unrealized gain (loss) due to timing of shareholder transactions in relation to the fluctuating market values of the Trust’s investments.
(b) Based on average shares outstanding.
(c) For financial reporting purposes, the Trust values transactions based upon the end of reporting period price in the market. Accordingly, the investment valuations in these financial statements may differ from those used in the calculation of certain of the Trust’s final creation and redemption NAVs.
(d) The mean between the last bid and ask prices.
(e) Annualized.
(f) Total Return, at NAV is calculated assuming an initial investment made at the NAV at the beginning of the period, reinvestment of all dividends and distributions at NAV during the period, and redemption of Shares at NAV on the last day of the period. Total Return, at NAV includes adjustments in accordance with U.S. GAAP and as such, the NAV for financial reporting purposes and the returns based upon those NAVs may differ from the NAVs and returns for shareholder transactions. Total Return, at market value is calculated assuming an initial investment made at the market value at the beginning of the period, reinvestment of all dividends and distributions at market value during the period, and redemption of Shares at the market value on the last day of the period. Not annualized for periods less than one year, if applicable.
(g) The net asset value total return from January 1, 2024 to December 31, 2024 was 273.12 %. The market price total return from January 1, 2024 to December 31, 2024 was 272.88 %.
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ITEM 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure.
None.
Text extracted from the filing as submitted to EDGAR. Formatting, tables and exhibits are simplified for reading; the original document is authoritative for anything you rely on.