What changed in this filing

/stocks — the workspaceLOADING

Item 9A. Controls and Procedures

2026-02-25 compared with 2025-03-14 · 30 added, 28 removed, 108 unchanged (35% of the section changed)

Controls and Procedures.

Disclosure Controls and Procedures

The Trust maintains disclosure controls and procedures that are designed to ensure that information required to be disclosed in its 1934 Act reports is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms, and that such information is accumulated and communicated to the Principal Executive Officer and Chief Financial Officer of the Sponsor to allow timely decisions regarding required disclosure.

Under the supervision and with the participation of the Principal Executive Officer and the Chief Financial Officer of the Sponsor, the Sponsor conducted an evaluation of the Trusts disclosure controls and procedures, as defined under Exchange Act Rule 13a-15(e).

Based on this evaluation, the Principal Executive Officer and the Chief Financial Officer of the Sponsor concluded that, as of December 31, 2024, the Trust’s disclosure controls and procedures were effective.

Evaluation of Disclosure Controls and Procedures

In accordance with Rules 13a-15(b) and 15d-15(b) of the Exchange Act, as amended, management of the Sponsor, under the supervision and with the participation of the Sponsor’s President (principal executive officer) and Treasurer (principal financial and accounting officer), carried out an evaluation of the effectiveness of the Trust’s disclosure controls and procedures (as defined in Rule 13a-15(e) and Rule 15d-15(e) of the Exchange Act) as of the end of the period covered by this Annual Report and determined that the Trust’s disclosure controls and procedures are effective as of December 31, 2025, the end of the period covered by the Annual Report.

Management’s Annual Report on Internal Control Over Financial Reporting

The Sponsor’s management is responsible for establishing and maintaining adequate internal control over financial reporting, as defined under Exchange Act Rules 13a-15(f) and 15d-15(f).

The Trust’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 accounting principles generally accepted in the United States.

Internal control over financial reporting includes those policies and procedures that:

(1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the Trust’s assets, (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that the Trust’s receipts and expenditures are being made only in accordance with appropriate authorizations;

and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the Trust’s assets that could have a material effect on the financial statements.

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 GAAP.

The Sponsor’s management, under the supervision and with the participation of the Sponsor's President (principal executive officer) and Treasurer (principal financial and accounting officer) assessed the effectiveness of the Trust’s internal control over financial reporting as of December 31, 2025.

In making this assessment, the Sponsor's management used the criteria set forth in Internal Control—Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013 COSO Framework).

Based on this assessment, the Sponsor’s management concluded that the Trust's internal control over financial reporting was effective as of December 31, 2025.

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 ineffective because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

The Sponsor’s management, under the supervision and with the participation of the Principal Executive Officer and Principal Financial and Accounting Officer of the Sponsor assessed the effectiveness of the Trust’s internal control over financial reporting as of December 31, 2024.

In making this assessment, they used the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission (COSO) in Internal Control—Integrated Framework (2013).

Their assessment included an evaluation of the design of the Trust’s internal control over financial reporting and testing of the operational effectiveness of its internal control over financial reporting.

Based on their assessment and those criteria, the Sponsor’s management concluded that the Trust maintained effective internal control over financial reporting as of December 31, 2024.

The effectiveness of the Trust’s internal control over financial reporting as of December 31, 2025 has been audited by PricewaterhouseCoopers LLP, an independent registered public accounting firm, as stated in their report which appears herein.

Changes in Internal Control over Financial Reporting

There were no changes in the Trust’s internal control over financial reporting that occurred during its most recently completed fiscal quarter that have materially affected, or are reasonably likely to materially affect, the Trust’s internal control over financial reporting.

There have been no changes in the Trust’s internal control over financial reporting that occurred during its most recently completed fiscal quarter that have materially affected, or are reasonably likely to materially affect, its internal control over financial reporting.

Other Information .

14 unchanged sentences

Lo Bessette was Executive Vice President and General Counsel of OppenheimerFunds, and a Director of OFI International, Ltd, the UK affiliate of OppenheimerFunds, and OppenheimerFunds ICAV.

Heather Bonner , 1977, serves as Treasurer of the Sponsor.

She is a Senior Vice President in Fidelity’s Asset Management Treasurer’s office responsible for oversight of internal controls impacting the Fidelity funds’ financial reporting, as well as policy setting and interpretation with respect to certain fund accounting, tax, and reporting matters.

She also regularly interacts with the Fidelity funds’ Board of Trustees.

Additionally, Ms.

Bonner oversees the operations of the Fidelity alternative funds’ various service providers, including independent accountants, pricing and bookkeeping agents, and custodians.

Prior to joining Fidelity in September 2022, Ms.

Bonner was Treasurer and Principal Financial Officer of the AQR Funds.

Craig Brown , 1977, serves as Treasurer of the Sponsor.

Brown is a Vice President in Fidelity’s Asset Management Treasurer’s Office, where he is responsible for oversight of regulatory matters as well as the financial reporting and accounting policy for the Fidelity funds.

He also serves as Deputy Treasurer of the Fidelity Equity and High Income Funds.

Previously, as Vice President, Mr.

Brown led oversight of the Fidelity funds’ financial reporting, fund service providers, including custodian banks, and engagement with the funds’ independent registered public accounting firms.

Prior to joining Fidelity in January 2013, Mr.

Brown was an Assistant Treasurer with Sun Capital Advisors Trust and an Assistant Vice President with J.P.

Morgan Fund Services.

Family Relationships

27 unchanged sentences

Principal Accounting Fees and Services.

Fees for services performed by PricewaterhouseCoopers LLP (“PwC”) for the year ended December 31, 2024 and the period November 30, 2023 (seeding date) through December 31, 2023 were as follows:

Fees for services performed by PricewaterhouseCoopers LLP (“PwC”) for the year ended December 31, 2025 and 2024 were as follows:

Year ended December 31, 2025

Period November 30, 2023 (seeding date) through December 31, 2023

Year ended December 31, 2024

Audit-Related Fees

All Other Fees

Audit Fees for the period November 30, 2023 (seeding date) through December 31, 2023 consist of fees for the audits of the Trust’s November 30, 2023 financial statements included in the Trust’s Registration Statement on Form S-1 under the 1933 Act and the December 31, 2023 annual financial statements included in the Annual Report on Form 10-K for the period November 30, 2023 (seeding date) through December 31, 2023.

Audit Fees for the year ended December 31, 2024 consist of fees for the audits of the Trust’s December 31, 2024 annual financial statements included in the Annual Report on Form 10-K and fees for the review of financial statements included in the quarterly reports on Form 10-Q.

Audit Fees for the years ended December 31, 2025 and 2024, associated with the annual audit and quarterly reports of the Trust’s financial statements and services that are normally provided in connection with statutory and regulatory filings.

Tax Fees for the year ended December 31, 2025 consist of all services performed by professional staff in the independent registered public accountant’s tax division except those services related to the audits.

Approval of Independent Registered Public Accounting Firm Services and Fees

The Sponsor approved all of the services provided by PwC described above.

10 unchanged sentences

333-254652) filed on December 29, 2023 .

Third Amended and Restated Trust Agreement, incorporated by reference to Exhibit 4.1 of the Trust’s Registration Statement on Form S-3 (File No.

333-287548) filed on July 21, 2025.

Description of Securities Registered Under Section 12 of the Securities Exchange Act of 1934, incorporated by reference to Exhibit 4.2 of the Trust’s Annual Report on Form 10-K (File No.

2 unchanged sentences

333-254652) filed on December 29, 2023 .

Amended and Restated Form of Initial Authorized Participant, incorporated by reference to Exhibit 10.1 of the Trust’s Registration Statement on Form S-3 (File No.

333-287548) filed on July 21, 2025.

Distribution Agreement, incorporated by reference to Exhibit 10.2 of the Trust’s Registration Statement on Form S-1 (File No.

10 unchanged sentences

333-254652) filed on December 29, 2023 .

BitGo Custodial Services Agreement, incorporated by reference to Exhibit 10.9 on Form 8-K (File No.

001-41904 ) filed on February 5, 2026.

Accession Agreement, incorporated by reference to Exhibit 10.8 of the Trust’s Registration Statement on Form S-1 (File No.

17 unchanged sentences

FIDELITY WISE ORIGIN BITCOIN FUND

March 14, 2025

February 25, 2026

/s/ Cynthia Lo Bessette

2 unchanged sentences

FIDELITY WISE ORIGIN BITCOIN FUND

March 14, 2025

/s/ Heather Bonner

Heather Bonner

February 25, 2026

/s/ Craig Brown

Treasurer (Principal Financial and Accounting Officer)

2 unchanged sentences

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 9A. Controls and Procedures