What changed in this filing

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Item 8. Financial Statements and Supplementary Data

2026-02-25 compared with 2025-03-14 · 107 added, 50 removed, 262 unchanged (37% of the section changed)

6 unchanged sentences

Statements of Cash Flows for the year ended December 31, 2025, 2024 and the period November 30, 2023 (seeding date) to December 31, 2023

Schedule of Investment for the year ended December 31, 2024

Schedules of Investment as of December 31, 2025 and 2024

Notes to the Financial Statements

1 unchanged sentence

To the Sponsor and Shareholders of Fidelity Wise Origin Bitcoin Fund

Opinion on the Financial Statements

We have audited the accompanying statements of assets and liabilities of Fidelity Wise Origin Bitcoin Fund (the “Trust”) as of December 31, 2024 and 2023, including the schedule of investment as of December 31, 2024, and the related statements of operations, changes in net assets and cash flows for the year ended December 31, 2024 and for the period November 30, 2023 (seeding date) 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, and the results of its operations, changes in its net assets and its cash flows for the year ended December 31, 2024 and for the period November 30, 2023 (seeding date) through 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.

Opinions on the Financial Statements and Internal Control over Financial Reporting

We have audited the accompanying statements of assets and liabilities, including the schedules of investment, of Fidelity Wise Origin Bitcoin Fund (the "Trust") as of December 31, 2025 and 2024, and the related statements of operations, of changes in net assets and of cash flows for the years then ended and for the period November 30, 2023 (seeding date) through December 31, 2023, including the related notes (collectively referred to as the "financial statements").

We also have audited the Trust’s internal control over financial reporting as of December 31, 2025, based on criteria established in Internal Control - Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO).

In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of the Trust as of December 31, 2025 and 2024, and the results of its operations, the changes in its net assets and its cash flows for the years then ended and for the period November 30, 2023 (seeding date) through December 31, 2023 in conformity with accounting principles generally accepted in the United States of America.

Also in our opinion, the Trust maintained, in all material respects, effective internal control over financial reporting as of December 31, 2025, based on criteria established in Internal Control - Integrated Framework (2013) issued by the COSO.

Basis for Opinions

The Trust’s management is responsible for these financial statements, for maintaining effective internal control over financial reporting, and for its assessment of the effectiveness of internal control over financial reporting, included in Management’s Annual Report on Internal Control Over Financial Reporting appearing under Item 9A.

Our responsibility is to express opinions on the Trust’s financial statements and on the Trust’s internal control over financial reporting 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.

We conducted our audits 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, and whether effective internal control over financial reporting was maintained in all material respects.

Our audits of the financial statements 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.

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

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

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

Definition and Limitations of Internal Control over Financial Reporting

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

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

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

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

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

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

Critical Audit Matters

The critical audit matter communicated below is a matter arising from the current period audit of the financial statements that was communicated or required to be communicated to the audit committee and that (i) relates to accounts or disclosures that are material to the financial statements and (ii) involved our especially challenging, subjective, or complex judgments.

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

Existence of and Rights to the Investment in Bitcoin

As described in Note 2 to the financial statements, as of December 31, 2025, the fair value of the Trust’s investment in bitcoin was $17.6 billion, with a respective cost basis of $11.4 billion.

Due to the Trust’s classification as an investment company, investments in bitcoin are recorded at their estimated fair value.

As disclosed by management, digital assets, including bitcoin, are controllable only by the possessor of both the unique public key and private key or keys relating to the “digital wallet” in which the digital asset is held.

To the extent a private key is lost, destroyed or otherwise compromised and no backup of the private key is accessible, the Trust will be unable to access, and will effectively lose, the bitcoin held in the related digital wallet.

The principal considerations for our determination that performing procedures relating to the existence of, and the Trust’s rights to, the investment in bitcoin is a critical audit matter are (i) a high degree of auditor effort in performing procedures and evaluating audit evidence related to the existence of, and the Trust’s rights to, the investment in bitcoin and (ii) the audit effort involved the use of professionals with specialized skill and knowledge.

Addressing the matter involved performing procedures and evaluating audit evidence in connection with forming our overall opinion on the financial statements.

These procedures included the involvement of professionals with specialized skill and knowledge to assist in evaluating evidence of the effectiveness of the related-party custodian’s controls related to (i) reconciliation of the investment in bitcoin from the related-party custodian’s records to the public blockchain and (ii) safeguarding of the investment in bitcoin held by the related party custodian, including the generation of the private cryptographic keys and the storing of these keys.

These procedures also included, among others (i) confirming the Trust’s investment in bitcoin with the related-party custodian as of December 31, 2025 and comparing the information in the confirmation response to the Trust’s records;

(ii) testing purchases and sales executed by the Trust related to the investment in bitcoin for a sample of transactions by obtaining and inspecting source documents, such as related-party custodian statements, and bank statements, as well as whether the transactions were appropriately authorized by the Trust by obtaining and inspecting approval records;

and (iii) the involvement of professionals with specialized skill and knowledge to assist in (a) comparing the investment in bitcoin from the related-party custodian’s confirmation response to the public blockchain and (b) evaluating whether the Trust had access to the private cryptographic keys held by the related-party custodian by tracing certain withdrawal transactions to the public blockchain.

/s/ PricewaterhouseCoopers LLP

Boston, Massachusetts

March 14, 2025

February 25, 2026

We have served as the Trust's auditor since 2023.

4 unchanged sentences

December 31, 2024

Investment in bitcoin , at fair value (cost $ 11,468,257 and $ 0 at December 31, 2024 and December 31, 2023, respectively)

Investment in bitcoin , at fair value (cost $ 11,375,981 and $ 11,468,257 as of December 31, 2025 and December 31, 2024, respectively)

Receivables from sales of bitcoin

Receivables from issuance of capital shares

Payable for purchases of bitcoin

Payable for capital shares redeemed

Sponsor fee payable

1 unchanged sentence

Commitments and Contingencies (Note 6)

Shares, no par value (unlimited shares authorized) 230,678,476 and 1 share(s) issued and outstanding at December 31, 2024 and December 31, 2023, respectively

Shares, no par value ( unlimited shares authorized) 231,403,476 and 230,678,476 shares issued and outstanding as of December 31, 2025 and December 31, 2024, respectively

Paid-in-capital

1 unchanged sentence

Total Net Assets

Net Asset Value per share ( 230,678,476 and 1 share(s) issued and outstanding as of December 31, 2024 and December 31, 2023, respectively)

Net Asset Value per share ( 231,403,476 and 230,678,476 shares issued and outstanding as of December 31, 2025 and December 31, 2024, respectively)

Values shown as $— in the Statements of Assets and Liabilities may reflect amounts less than $500.

4 unchanged sentences

Year Ended December 31,

For the period November 30, 2023 (seeding date) through December 31,

Investment Income:

5 unchanged sentences

Net realized gain (loss) on investment in bitcoin sold for redemptions

Net realized gain (loss) on investment in bitcoin distributed for redemptions

Net realized gain (loss) on investment in bitcoin transferred to pay the Sponsor fee

2 unchanged sentences

Net Increase (Decrease) in Net Assets Resulting from Operations

(1) The period presented is from November 30, 2023 (seeding date) through December 31, 2023.

Values shown as $— in the Statements of Operations may reflect amounts less than $500.

4 unchanged sentences

Year Ended December 31,

For the period November 30, 2023 (seeding date) through December 31,

Net Increase (Decrease) in Net Assets Resulting from Operations:

1 unchanged sentence

Net realized gain (loss) on investment in bitcoin sold for redemptions

Net realized gain (loss) on investment in bitcoin distributed for redemptions

Net realized gain (loss) on investment in bitcoin transferred to pay the Sponsor fee

12 unchanged sentences

Shares redeemed

Net Increase in Shares

( 117,475,000

Net Increase (Decrease) in Shares

Shares Outstanding, End of Period

(1) The period presented is from November 30, 2023 (seeding date) through December 31, 2023.

Values shown as $— in the Statements of Changes in Net Assets may reflect amounts less than $500.

4 unchanged sentences

Year Ended December 31,

For the period November 30, 2023 (seeding date) through December 31,

Cash Flows from Operating Activities:

4 unchanged sentences

Net realized (gain) loss on investment in bitcoin sold for redemptions

Net realized (gain) loss on investment in bitcoin distributed for redemptions

Net realized (gain) loss on investment in bitcoin transferred to pay the Sponsor fee

11 unchanged sentences

Supplemental Information and Non-Cash Financing Activities

Fair value of bitcoin received for the issuance of capital shares

Bitcoin received for the issuance of capital shares

Bitcoin distributed for the redemption of capital shares

(1) The period presented is from November 30, 2023 (seeding date) through December 31, 2023.

Values shown as $— in the Statements of Cash Flows may reflect amounts less than $500.

1 unchanged sentence

Fidelity Wise Origin Bitcoin Fund

Schedule of Investment

Schedules of Investment

December 31, 2025

4 unchanged sentences

Investment in bitcoin

201,556.08413894

Total Investment in bitcoin

2 unchanged sentences

(a) Non-income producing investment

December 31, 2024

(Amounts in 000’s of US$, except for quantity of bitcoin and percentages)

Investments (a)

Quantity of Bitcoin

Percentage of Net Assets

Investment in bitcoin

Total Investment in bitcoin

Other Assets Less Liabilities

Total Net Assets

(a) Non-income producing investment

The accompanying notes are an integral part of these financial statements

7 unchanged sentences

CSC Delaware Trust Company is the trustee of the Trust (the “Trustee”).

The Trust will operate pursuant to a Second Amended and Restated Trust Agreement (the “Trust Agreement”).

The Trust will operate pursuant to a Trust Agreement, as amended and/or restated from time to time (the “Trust Agreement”).

The Trust is passively managed.

2 unchanged sentences

Prior to January 11, 2024, the Trust had no operations other than matters relating to the sale and issuance of one Share of the Trust to an affiliate at a per-Share price of $ 40 (the “Seed Share”) on November 30, 2023 .

On January 9, 2024, the Seed Share was redeemed for cash and the Seed Capital Investor purchased 500,000 Shares at a per-Share price of $ 40 (the “Seed Baskets”).

On January 9, 2024, the Seed Share was redeemed for cash and FMR Capital, Inc.

(the "Seed Capital Investor"), an affiliate of the Sponsor, purchased 500,000 Shares at a per-Share price of $ 40 (the “Seed Baskets”).

Total proceeds to the Trust from the sale of the Seed Baskets were $ 20,000,000 .

10 unchanged sentences

The Trust operates as a single operating segment.

The Trusts’ profit or loss, assets, and performance are regularly monitored and assessed as a whole by the Sponsor of the Trust, using the information presented in the financial statements and financial highlights.

The Trust's profit or loss, assets, and performance are regularly monitored and assessed as a whole by the Sponsor of the Trust, using the information presented in the financial statements and financial highlights.

Use of Estimates

18 unchanged sentences

Investments traded on inactive markets or valued by reference to similar instruments are generally categorized in Level 2 of the fair value hierarchy.

The availability of valuation techniques and observable inputs can vary across investment and is affected by various factors, including the nature of the investment, whether the investment is new or unestablished in the marketplace, market liquidity and other investment specific characteristics.

The availability of valuation techniques and observable inputs can vary across investments and is affected by various factors, including the nature of the investment, whether the investment is new or unestablished in the marketplace, market liquidity and other investment specific characteristics.

To the extent that valuation is based on models or inputs that are less observable or unobservable in the market, determining fair value requires more judgment.

8 unchanged sentences

Changes in fair value are reflected as the net change in unrealized appreciation (depreciation) on investment in bitcoin.

Realized gains and losses from investment transactions are determined on the basis of identified cost and reflected as net realized gain (loss) on investment in bitcoin sold for redemptions and net realized gain (loss) on investment in bitcoin transferred to pay the sponsor fee.

Realized gains and losses from investment transactions are determined on the basis of identified cost and reflected as net realized gain (loss) on investment in bitcoin sold for redemptions, net realized gain (loss) on investment in bitcoin distributed for redemptions and net realized gain (loss) on investment in bitcoin transferred to pay the sponsor fee.

The following tables summarize bitcoin activity:

(Amounts in 000’s, except for quantity)

Balance as of December 31, 2024

Bitcoin purchased

Bitcoin received for the issuance of capital shares

Bitcoin distributed for the redemption of capital shares

Transfer of bitcoin to pay the Sponsor fee

Net realized gain (loss)

Net change in unrealized (appreciation) depreciation on investment in bitcoin

Balance as of December 31, 2025

(Amounts in 000’s, except for quantity)

Balance as of December 31, 2023

Bitcoin purchased

Bitcoin received for the issuance of capital shares

Transfer of bitcoin to pay the Sponsor fee

Net realized gain (loss)

Net change in unrealized (appreciation) depreciation on investment in bitcoin

Balance as of December 31, 2024

Cash consists of a demand deposit held with a financial institution.

8 unchanged sentences

Open tax years are those years that are open for examination by the relevant income taxing authority.

As of December 31, 2024 , the 2023 tax year remains open for examination.

As of December 31, 2025 , the 2024 and 2023 tax year remains open for examination.

There were no examinations in progress at period end.

2 unchanged sentences

Expenses included in the accompanying financial statements reflect the expenses of the Trust and do not include any expenses paid by the Sponsor or related entities outside of the Trust.

New Accounting Pronouncements

In December 2023, the FASB issued Accounting Standards Update (“ASU”) No.

Recently Adopted Accounting Pronouncements

The Trust adopted FASB issued Accounting Standards Update (“ASU”) No.

2023-08, “Intangibles-Goodwill and Other-Crypto Assets (Subtopic 350-60):

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

Accounting for and Disclosure of Crypto Assets” (“ASU 2023-08”), effective for annual and interim reporting periods beginning after December 15, 2024.

ASU 2023-08 requires entities to subsequently measure certain crypto assets at fair value, and changes in fair value must be recorded in net income in each reporting period.

In addition, entities are required to provide additional disclosures about the holdings of certain crypto assets.

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

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

The Trust is currently evaluating the impact the adoption of this new accounting standard update will have on its financial statements and related disclosures but does not expect it will have a material impact on the Trust’s financial statements as the requirements of ASU 2023-08 generally align with the accounting requirements under ASC 946.

2023-07, “Segment Reporting (Topic 280):

Improvements to Reportable Segment Disclosures” (“ASU 2023-07”) became effective in this reporting period.

ASU 2023-07 enhances segment information disclosure in the notes to financial statements.

The Trust’s accounting and reporting under ASC 946 is materially consistent with these requirements.

These financial statements include additional disclosures about the holdings of certain crypto assets required by ASU 2023-08 for annual reporting periods.

Related Party Agreements and Transactions

4 unchanged sentences

All fees and expenses incurred by the Trust related to services performed by the Administrator are borne by the Sponsor.

Fidelity Digital Asset Services, LLC, an affiliate of the Sponsor, serves as the Trust’s bitcoin custodian (the “Custodian”).

Fidelity Digital Assets, N.A., an affiliate of the Sponsor, serves as the Trust’s bitcoin custodian (the “Custodian”).

Under the Custodial Services Agreement, the Custodian is responsible for safekeeping all of the bitcoin owned by the Trust.

15 unchanged sentences

The Sponsor is obligated to assume and pay all fees and other expenses incurred by the Trust in the ordinary course of its affairs, excluding taxes, but including:

(i) the fees of the Trust’s third-party service providers including Distributor, the Administrator, any custodian, the transfer agent, the Index Provider and the Trustee, (ii) the fees and expenses related to the listing, quotation or trading of the Shares on the Exchange (including customary legal, marketing and audit fees and expenses), (iii) ordinary course, legal fees and expenses, (iv) audit fees, (v) regulatory fees, including, if applicable, any fees relating to the registration of the Shares under the Securities Act of 1933 (the “1933 Act”) or the 1934 Act, (vi) printing and mailing costs, (vii) costs of maintaining the Trust’s website and (viii) applicable license fees (each, a “Sponsor-paid Expense” and collectively, the “Sponsor-paid Expenses”), provided that any expense that qualifies as an Extraordinary Expense will be deemed to be an Extraordinary Expense and not a Sponsor-paid Expense.

(i) the fees of the Trust’s third-party service providers including, but not limited to, Distributor, the Administrator, any custodian, the Transfer Agent, the Index Provider and the Trustee, (ii) the fees and expenses related to the listing, quotation or trading of the Shares on the Exchange (including customary legal, marketing and audit fees and expenses), (iii) legal fees and expenses incurred in the ordinary course, (iv) audit fees, (v) regulatory fees, including, if applicable, any fees relating to the registration of the Trust and Shares, including any ongoing filings related to the offering of Shares, under the Securities Act of 1933 (the “1933 Act”) or the 1934 Act, (vi) printing and mailing costs, (vii) costs of maintaining the Trust’s website and (viii) applicable license fees (each, a “Sponsor-paid Expense” and collectively, the “Sponsor-paid Expenses”), provided that any expense that qualifies as an Extraordinary Expense will be deemed to be an Extraordinary Expense and not a Sponsor-paid Expense.

There is no cap on the amount of Sponsor-paid Expenses.

13 unchanged sentences

The Trust’s assets recorded at fair value have been categorized based upon a fair value hierarchy as described in the Trust’s significant accounting policies in Note 2.

The following table presents information about the Trust’s assets measured at fair value as o f December 31, 2024:

The following table presents information about the Trust’s assets measured at fair value as o f December 31, 2025 and 2024:

December 31, 2025

2 unchanged sentences

Total Investments

Geographic location as well as industry/strategy classification for all investments is detailed in the accompanying Schedule of Investment.

December 31, 2024

(Amounts are in 000’s)

Investment in bitcoin

Total Investments

Geographic location for all investments is detailed in the accompanying Schedules of Investment .

The Trust is an exchange-traded product.

1 unchanged sentence

The number of outstanding Shares is expected to increase and decrease from time to time as a result of the issuance and redemption of Baskets.

The issuance and redemption of Baskets requires the delivery to the Trust or the distribution by the Trust of the amount of cash represented by the Trust’s NAV of the Baskets being issued or redeemed.

The total amount of cash required for the issuance or redemption of Baskets will be based on the combined net assets represented by the number of Baskets being issued or redeemed.

The issuance and redemption of Baskets requires the delivery to the Trust or the distribution by the Trust of the amount of bitcoin or cash represented by the Trust’s NAV of the Baskets being issued or redeemed.

The total amount of bitcoin or cash required for the issuance or redemption of Baskets will be based on the combined net assets represented by the number of Baskets being issued or redeemed.

Shares represent fractional undivided beneficial interests in and ownership of the Trust.

13 unchanged sentences

Financial Highlights

The Trust is presenting the following financial highlights related to investment performance and operations of a Share outstanding for the period January 11, 2024 (commencement of operations) through December 31, 2024.

The Trust is presenting the following financial highlights related to investment performance and operations of a Share outstanding for the year ended December 31, 2025 and for the period January 11, 2024 (commencement of operations) through December 31, 2024.

The total return, at net asset value is based on the change in NAV of a Share during the period and the total return, at market value is based on the change in market value of a Share on the Exchange during the period.

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

Year Ended December 31, 2025

For the Period January 11, 2024 (Commencement of Operations) Through December 31, 2024

15 unchanged sentences

(2) Percentages are not annualized.

(3) Percentages are annualized.

(3) For the period January 11, 2024 (commencement of operations) through December 31, 2024, percentages are annualized.

Subsequent Events

1 unchanged sentence

Changes in and Disagreements with Accountants on Accounting and Financial Disclosure.

Not applicable.

There are not and have not been disagreements between the Trust and its accountant on matters of accounting principles, practices, or financial statement disclosure.

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