What changed in this filing

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Item 7. Management’s Discussion and Analysis

2026-02-25 compared with 2025-03-14 · 48 added, 29 removed, 81 unchanged (49% of the section changed)

13 unchanged sentences

The Sponsor believes that the Shares are designed to provide investors with a cost-effective and convenient way to invest in bitcoin without purchasing, holding and trading bitcoin directly.

The Trust sells and redeems Shares only with Authorized Participants in exchange for cash and only in blocks of 25,000 Shares.

The Trust sells and redeems Shares only with Authorized Participants in exchange for bitcoin or cash and only in blocks of 25,000 Shares.

The Shareholders of the Trust take no part in the management or control, and have no voice in, the Trust’s operations or business.

13 unchanged sentences

EST provides an opportunity for the Sponsor to algorithmically detect, flag, investigate, and correct unusual pricing should it occur.

The Sponsor has established a Valuation Committee to carry out the day-to-day fair valuation responsibilities and has adopted policies and procedures to govern the fair valuation process and the activities of the Valuation Committee.

If the Valuation Committee determines in good faith that the Index does not reflect an accurate bitcoin price, then the Valuation Committee instructs the Administrator to employ an alternative method to determine the fair value of the Trust’s assets.

In determining an alternative fair value method, the Valuation Committee generally considers such criteria as observable market-based inputs, including market quotations and last sale information from third-party pricing services and/or trading platforms on which bitcoin are traded.

The Valuation Committee’s selection of third-party pricing services used considers the qualifications, experience, and history of the pricing services and whether their valuation methodologies and procedures are reasonably designed to produce prices that reflect fair value under the prevailing market conditions.

In addition, in order to provide updated information relating to the Trust for use by Shareholders and market professionals, a third-party financial data provider will calculate and disseminate throughout the core trading session on each trading day an updated intraday indicative value (“IIV”).

The IIV will be calculated based on the Trust’s bitcoin holdings and any other assets expected to comprise that day’s Trust’s NAV calculation.

The third-party financial data provider will use the Blockstream Crypto Data Feed Streaming Level 1 as the pricing source for the spot bitcoin.

The Sponsor has established a Valuation and Liquidity Committee to carry out the day-to-day fair valuation responsibilities and has adopted policies and procedures to govern the fair valuation process and the activities of the Valuation and Liquidity Committee.

If the Valuation and Liquidity Committee determines in good faith that the Index does not reflect an accurate bitcoin price, then the Valuation and Liquidity Committee instructs the Administrator to employ an alternative method to determine the fair value of the Trust’s assets.

In determining an alternative fair value method, the Valuation and Liquidity Committee generally considers such criteria as observable market-based inputs, including market quotations and last sale information from third-party pricing services and/or trading platforms on which bitcoin are traded.

The Valuation and Liquidity Committee’s selection of third-party pricing services used considers the qualifications, experience, and history of the pricing services and whether their valuation methodologies and procedures are reasonably designed to produce prices that reflect fair value under the prevailing market conditions.

In addition, in order to provide updated information relating to the Trust for use by Shareholders and market professionals, a third-party financial data provider calculates and disseminates throughout the core trading session on each trading day an updated intraday indicative value (“IIV”).

The IIV is calculated based on the Trust’s bitcoin holdings and any other assets expected to comprise that day’s Trust’s NAV calculation.

The third-party financial data provider uses the Blockstream Crypto Data Feed Streaming Level 1 as the pricing source for the spot bitcoin.

The Blockstream Crypto Data Feed Streaming Level 1 calculates an average of current bitcoin price levels of the bitcoin trading platforms that are available on its feed.

The bitcoin trading platforms included in the Blockstream Crypto Data Feed Streaming Level 1 include Bitflyer, Bitfinex, Binance US, Bitso, Bitstamp, BTSE, CEX IO, Exmo, Gemini, itBit, LMAX Digital and OK Coin.

The Trust will provide an IIV per Share updated every 15 seconds, as calculated by the Exchange or a third-party financial data provider during the Exchange’s regular trading hours of 9:30 a.m.

The bitcoin trading platforms included in the Blockstream Crypto Data Feed Streaming Level 1 include Bitfinex, Bitstamp, and Gemini.

The Trust provides an IIV per Share updated every 15 seconds, as calculated by the Exchange or a third-party financial data provider during the Exchange’s regular trading hours of 9:30 a.m.

EST (“Regular Trading Hours”).

12 unchanged sentences

The Trust had no operations prior to January 11, 2024, other than matters relating to its organization and the registration of the Shares under the 1933 Act.

Effective January 9, 2024, the Trust and the Sponsor entered into a Fee Waiver Agreement in which the Sponsor agreed to waive the entirety of the Sponsor Fee (the “Waiver”) through July 31, 2024.

Effective July 31, 2024, the Waiver ended pursuant to the terms of the Fee Waiver Agreement.

The Year Ended December 31, 2025

The Trust’s net assets increased from $40 on December 31, 2023 to $18.8 billion on December 31, 2024.

The change in the Trust’s net assets resulted from an increase in outstanding Shares, which rose from 1 on December 31, 2023 to 230,678,476 on December 31, 2024.

The Trust’s net assets decreased from $18.8 billion as of December 31, 2024 to $17.6 billion as of December 31, 2025.

The change in the Trust’s net assets resulted from a decrease in the price of bitcoin, which fell 6.32% from $93,365.36 as of December 31, 2024 to $87,463.03 as of December 31, 2025, partially offset by an increase in outstanding Shares, which rose from 230,678,476 as of December 31, 2024, to 231,403,476 as of December 31, 2025.

The increase in outstanding Shares was primarily as a result of 118,200,000 Shares (4,728 Baskets), being issued exceeding 117,475,000 Shares (4,699 Baskets) being redeemed during the year ended December 31, 2025.

The NAV per Share decreased 6.56% from $81.56 as of December 31, 2024 to $76.21 as of December 31, 2025.The Trust’s NAV per Share decreased 6.97% from $81.80 as of December 31, 2024, to $76.10 as of December 31, 2025.

The Trust ’s NAV per Share of $109.58 at October 6, 2025, was the highest during the year, compared with a low of $66.97 at April 8, 2025.

During the year ended December 31, 2025, the quantity of bitcoin owned by the Trust and held by the bitcoin custodian increased from 201,556 as of December 31, 2024 to 201,684 as of December 31, 2025.

The increase in quantity resulted from purchases or acquisitions of bitcoin, partially offset by bitcoin transferred to pay the Sponsor Fee and sold or distributed for the redemptions of Shares.

The net decrease in net assets resulting from operations for the year ended December 31, 2025, was $1.6 billion, driven primarily by a net change in unrealized depreciation on investment in bitcoin of $1.1 billion and a net realized loss of $442.2 million from the sale of the investment in bitcoin for the redemption of Shares.

The Year Ended December 31, 2024

The Trust’s net assets increased from $40 as of December 31, 2023 to $18.8 billion as of December 31, 2024.

The change in the Trust’s net assets resulted from an increase in outstanding Shares, which rose from 1 as of December 31, 2023 to 230,678,476 as of December 31, 2024.

This was as a result of 293,728,476 Shares (11,671 Baskets), including 500,000 Shares to FMR Capital, Inc.

and 1,453,476 Shares to Wise Origin Bitcoin Index Fund I, L.P as part of transactions exempt from registration under Section 4(a)(2) of the 1933 Act, being issued and 63,050,001 Shares (2,522 Baskets) being redeemed during the period January 11, 2024 (commencement of operations) through December 31, 2024 and an increase in the price of bitcoin, which rose 103.16% from $45,956.16 on January 11, 2024 (commencement of operations) to $93,365.36 on December 31, 2024.

The Trust’s NAV per Share increased 104.50% from $40.00 on December 31, 2023, to $81.80 on December 31, 2024 (last business day).

and 1,453,476 Shares to Wise Origin Bitcoin Index Fund I, L.P as part of transactions exempt from registration under Section 4(a)(2) of the 1933 Act, being issued and 63,050,001 Shares (2,522 Baskets) being redeemed during the period January 11, 2024 (commencement of operations) through December 31, 2024 and an increase in the price of bitcoin, which rose 103.16% from $45,956.16 as of January 11, 2024 (commencement of operations) to $93,365.36 as of December 31, 2024.

The NAV per Share increased 103.90% from $40.00 as of December 31, 2023 to $81.56 as of December 31, 2024.

The Trust’s NAV per Share increased 104.50% from $40.00 as of December 31, 2023, to $81.80 as of December 31, 2024.

The Trust’s NAV per Share of $93.22 at December 17, 2024, was the highest during the period, compared with a low of $34.28 at January 23, 2024.

During the period ended December 31, 2024, the quantity of bitcoin owned by the Trust and held by the bitcoin custodian increased from 0 on December 31, 2023 to 201,556.08413894 on December 31, 2024.

During the period ended December 31, 2024, the quantity of bitcoin owned by the Trust and held by the bitcoin custodian increased from 0 as of December 31, 2023 to 201,556 as of December 31, 2024.

The increase in quantity resulted from using net cash proceeds received from the increase in capital transactions to purchase bitcoin.

7 unchanged sentences

In exchange for the Sponsor Fee, the Sponsor has agreed to assume most of the expenses incurred by the Trust.

The Sponsor contractually waived the Sponsor Fee until July 31, 2024.

On August 1, 2024, the Sponsor Fee began accruing at an annual rate of 0.25% of the Trust’s Bitcoin Holdings.

Off Balance Sheet Arrangements and Contractual Obligations

6 unchanged sentences

Price of bitcoin on principal market (1)

Index price (2)

December 31, 2025

NAV per Share (3)

Adjustment to NAV per Share

Trust’s NAV per Share (4)

(1) The Trust performed an assessment of the principal market at 11:59:59 p.m., EST, on December 31, 2025.

(2) Index Price as represented by the Index as of 4:00 p.m., EST, on the last business day of the period.

The bitcoin spot markets included in the Index as of the last business day of the period were Bitstamp, Coinbase, Crypto.com, Gemini, Kraken, and LMAX Digital.

(3) The NAV per Share was calculated using the fair value of bitcoin based on the principal market price at 11:59:59 p.m., EST, on December 31, 2025.

(4) The Trust’s NAV per Share is derived from the Index Price as represented by the Index as of 4:00 p.m., EST, on the last business day of the period.

The Trust’s NAV per Share is calculated using a non-GAAP methodology.

Refer to the “Overview of the Trust” and “Valuation of Bitcoin and Computation of Net Asset Value” sections of Item 7 herein for a description of the Index methodology and calculation of the Trust’s NAV per Share.

December 31, 2024

(Last Business Day)

Price of bitcoin on principal market (1)

Index price (2)

December 31, 2024

NAV per Share (3)

Adjustment to NAV per Share

Trust’s NAV per Share (4)

(1) The Trust performed an assessment of the principal market at 11:59:59 p.m., EST, on December 31, 2024.

(2) Index Price as represented by the Index as of 4:00 p.m., EST, on the last business day of the period.

The bitcoin spot markets included in the Index as of the last business day of the period were Bitstamp, Coinbase, Gemini, itBit, Kraken, and LMAX Digital.

(3) The NAV per Share was calculated using the fair value of bitcoin based on the principal market price at 11:59:59 p.m., EST, on December 31, 2024.

(4) The Trust’s NAV per Share is derived from the Index Price as represented by the Index as of 4:00 p.m., EST, on the last business day of the period.

1 unchanged sentence

The bitcoin spot markets included in the Index as of the last business day of the quarter were Bitstamp, Coinbase, Gemini, itBit, Kraken, and LMAX Digital.

As of 4:00 p.m., EST, on the last business day of the quarter ended December 31, 2024, the Trust’s total value of bitcoin based on the Index Price (non-GAAP methodology) was $18,874,247,858 and the total market value of the Trust’s bitcoin based on the price of a bitcoin at 4:00 p.m., EST, in the principal market was $18,823,929,382.

As of 4:00 p.m., EST, on the last business day of the year ended December 31, 2025, the Trust’s total value of bitcoin based on the Index Price (non-GAAP methodology) was $17,612,442,661, a difference of $27,483,529 to the GAAP value, which was $17,639,926,190, and the total market value of the Trust’s bitcoin based on the price of a bitcoin at 4:00 p.m., EST, in the principal market (non-GAAP methodology) was $17,656,256,573, a difference of $16,330,383 to the GAAP value, which was $17,639,926,190.

Analysis of Price Movements

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 following chart illustrates the movement in the Index Price, the principal market price, and the Trust’s NAV per Share from January 11, 2024 (commencement of operations) to December 31, 2024.

During the period from January 11, 2024, to December 31, 2024, the Index Price has ranged from $39,198.82 on January 23, 2024, to $106,699.00 on December 17, 2024.

The following chart illustrates the movement in the Index Price, the principal market price, and the Trust’s NAV per Share during the year ended December 31, 2025.

During the year ended December 31, 2025, the Index Price has ranged from $76,713.07 on April 8, 2025, to $125,685.00 on October 6, 2025.

The Sponsor has not observed a material difference between the Index Price and average prices from the constituent bitcoin spot markets individually or as a group.

During the period from January 11, 2024, to December 31, 2024, the 11:59:59 p.m.

EST market price of bitcoin, as reported on the Trust’s principal market, has ranged from $39,631.40 on January 23, 2024, to $106,516.00 on December 17, 2024.

During the year ended December 31, 2025, the 11:59:59 p.m.

EST market price of bitcoin, as reported on the Trust’s principal market, has ranged from $75,009.00 on April 8, 2025, to $124,415.08 on October 6, 2025.

Shares trade in the secondary market on the Exchange.

1 unchanged sentence

The amount of the discount or premium in the trading price relative to the Trust’s NAV per Share may be influenced by various factors, including the number of Shareholders who seek to purchase or sell Shares in the secondary market and the liquidity of bitcoin.

The following chart sets out the historical closing prices for the Shares as reported by the Exchange and the Trust’s NAV per Share from January 11, 2024, to December 31, 2024.

Quantitative and Qualitative Disclosures About Market Risk.

As a smaller reporting company, the Trust is not required to provide the information required by this item in this Annual Report.

The following chart sets out the historical closing prices for the Shares as reported by the Exchange and the Trust’s NAV per Share during the year ended December 31, 2025.

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