Item 8. Financial Statements and Supplementary Data
Item 8. Financial Statements and Supplementary Data.
INDEX TO FINANCIAL STATEMENTS
Page
Report of Independent Registered Public Accounting Firm (PCAOB ID 238 )
66
Statements of Assets and Liabilities as of December 31, 2025 and 2024
68
Statements of Operations for the year ended December 31, 2025, 2024 and the period November 30, 2023 (seeding date) to December 31, 2023
69
Statements of Changes in Net Assets for the year ended December 31, 2025, 2024 and the period November 30, 2023 (seeding date) to December 31, 2023
70
Statements of Cash Flows for the year ended December 31, 2025, 2024 and the period November 30, 2023 (seeding date) to December 31, 2023
71
Schedules of Investment as of December 31, 2025 and 2024
72
Notes to the Financial Statements
73
65
Report of Independent Registered Public Accounting Firm
To the Sponsor and Shareholders of Fidelity Wise Origin Bitcoin Fund
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 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. 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.
66
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
February 25, 2026
We have served as the Trust's auditor since 2023.
67
Fidelity Wise Origin Bitcoin Fund
Statements of Assets and Liabilities
(Amounts in 000’s of US$, except for share and per share data)
December 31, 2025
December 31, 2024
Assets
Investment in bitcoin , at fair value (cost $ 11,375,981 and $ 11,468,257 as of December 31, 2025 and December 31, 2024, respectively)
$
17,639,927
$
18,818,357
Receivables from sales of bitcoin
66,584
—
Receivables from issuance of capital shares
—
36,834
Total Assets
$
17,706,511
$
18,855,191
Liabilities
Payable for purchases of bitcoin
—
36,834
Payable for capital shares redeemed
66,584
—
Sponsor fee payable
3,673
3,967
Total Liabilities
$
70,257
$
40,801
Commitments and Contingencies (Note 6)
Net Assets
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
12,279,178
11,871,463
Total distributable earnings (loss)
5,357,076
6,942,927
Total Net Assets
$
17,636,254
$
18,814,390
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)
$
76.21
$
81.56
Values shown as $— in the Statements of Assets and Liabilities may reflect amounts less than $500.
The accompanying notes are an integral part of these financial statements
68
Fidelity Wise Origin Bitcoin Fund
Statements of Operations
(Amounts in 000’s of US$)
Year Ended December 31,
2025
2024
2023 (1)
Investment Income:
Investment Income
$
—
$
—
$
—
Expenses:
Sponsor fee
50,688
26,634
—
Total Expenses Before Waiver
50,688
26,634
—
Sponsor fee waived
—
( 11,603
)
—
Net Expenses
50,688
15,031
—
Net Investment Income (Loss)
$
( 50,688
)
$
( 15,031
)
$
—
Net Realized and Change in Unrealized Gain (Loss) from:
Net realized gain (loss) on investment in bitcoin sold for redemptions
( 442,167
)
( 390,630
)
—
Net realized gain (loss) on investment in bitcoin distributed for redemptions
( 5,646
)
—
—
Net realized gain (loss) on investment in bitcoin transferred to pay the Sponsor fee
( 1,196
)
( 1,512
)
—
Net change in unrealized appreciation (depreciation) on investment in bitcoin
( 1,086,154
)
7,350,100
—
Net Realized and Change in Unrealized Gain (Loss) on Investment in Bitcoin
$
( 1,535,163
)
$
6,957,958
$
—
Net Increase (Decrease) in Net Assets Resulting from Operations
$
( 1,585,851
)
$
6,942,927
$
—
(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 $500.
The accompanying notes are an integral part of these financial statements
69
Fidelity Wise Origin Bitcoin Fund
Statements of Changes in Net Assets
(Amounts in 000’s of US$, except for shares)
Year Ended December 31,
2025
2024
2023 (1)
Net Increase (Decrease) in Net Assets Resulting from Operations:
Net investment income (loss)
$
( 50,688
)
$
( 15,031
)
$
—
Net realized gain (loss) on investment in bitcoin sold for redemptions
( 442,167
)
( 390,630
)
—
Net realized gain (loss) on investment in bitcoin distributed for redemptions
( 5,646
)
—
—
Net realized gain (loss) on investment in bitcoin transferred to pay the Sponsor fee
( 1,196
)
( 1,512
)
—
Net change in unrealized appreciation (depreciation) on investment in bitcoin
( 1,086,154
)
7,350,100
—
Net Increase (Decrease) in Net Assets Resulting from Operations
$
( 1,585,851
)
$
6,942,927
$
—
Capital Share Transactions:
Shares issued
10,575,495
15,837,821
—
Shares redeemed
( 10,167,780
)
( 3,966,358
)
—
Net Increase (Decrease) in Net Assets Resulting from Capital Share Transactions
$
407,715
$
11,871,463
$
—
Total Increase (Decrease) in Net Assets
$
( 1,178,136
)
$
18,814,390
$
—
Net Assets, beginning of period
18,814,390
—
—
Net Assets, End of Period
$
17,636,254
$
18,814,390
$
—
Changes in Shares Outstanding:
Shares outstanding, beginning of period
230,678,476
1
—
Shares issued
118,200,000
293,728,476
1
Shares redeemed
( 117,475,000
)
( 63,050,001
)
—
Net Increase (Decrease) in Shares
725,000
230,678,475
1
Shares Outstanding, End of Period
231,403,476
230,678,476
1
(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 $500.
The accompanying notes are an integral part of these financial statements
70
Fidelity Wise Origin Bitcoin Fund
Statements of Cash Flows
(Amounts in 000’s of US$)
Year Ended December 31,
2025
2024
2023 (1)
Cash Flows from Operating Activities:
Net increase (decrease) in net assets resulting from operations
$
( 1,585,851
)
$
6,942,927
$
—
Adjustments to reconcile net increase (decrease) in net assets resulting from operations to net cash provided by (used in) operating activities:
Payments for purchases of bitcoin
( 9,921,938
)
( 15,538,419
)
—
Proceeds from bitcoin sold
9,794,183
3,833,168
—
Net realized (gain) loss on investment in bitcoin sold for redemptions
442,167
390,630
—
Net realized (gain) loss on investment in bitcoin distributed for redemptions
5,646
—
—
Net realized (gain) loss on investment in bitcoin transferred to pay the Sponsor fee
1,196
1,512
—
Net change in unrealized (appreciation) depreciation on investment in bitcoin
1,086,154
( 7,350,100
)
—
Transfer of bitcoin to pay the Sponsor fee
50,982
11,064
—
Increase (decrease) in Sponsor fee payable
( 294
)
3,967
—
Net Cash Provided by (Used in) Operating Activities
$
( 127,755
)
$
( 11,705,251
)
$
—
Cash Flows from Financing Activities:
Proceeds from issuance of capital shares
9,921,938
15,538,419
—
Cash paid for redemption of capital shares
( 9,794,183
)
( 3,833,168
)
—
Net Cash Provided by (Used in) Financing Activities
$
127,755
$
11,705,251
$
—
Cash
Net increase (decrease) in cash
$
—
$
—
$
—
Cash, beginning of the period
$
—
$
—
$
—
Cash, End of the Period
$
—
$
—
$
—
Supplemental Information and Non-Cash Financing Activities
Bitcoin received for the issuance of capital shares
$
451,811
$
129,378
$
—
Bitcoin distributed for the redemption of capital shares
$
68,433
$
—
$
—
(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 $500.
The accompanying notes are an integral part of these financial statements
71
Fidelity Wise Origin Bitcoin Fund
Schedules of Investment
December 31, 2025
(Amounts in 000’s of US$, except for quantity of bitcoin and percentages)
Investments (a)
Quantity of Bitcoin
Cost
Fair Value
Percentage of Net Assets
Investment in bitcoin
Global
Bitcoin
201,684
$
11,375,981
$
17,639,927
Total Investment in bitcoin
$
11,375,981
$
17,639,927
100.02 %
Other Assets Less Liabilities
$
( 3,673
)
( 0.02 )%
Total Net Assets
$
17,636,254
100.00 %
(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
Cost
Fair Value
Percentage of Net Assets
Investment in bitcoin
Global
Bitcoin
201,556
$
11,468,257
$
18,818,357
Total Investment in bitcoin
$
11,468,257
$
18,818,357
100.02 %
Other Assets Less Liabilities
$
( 3,967
)
( 0.02 )%
Total Net Assets
$
18,814,390
100.00 %
(a) Non-income producing investment
The accompanying notes are an integral part of these financial statements
72
Fidelity Wise Origin Bitcoin Fund
Notes to the Financial Statements
Note 1: Organization
Fidelity Wise Origin Bitcoin Fund (the “Trust”) is a Delaware Statutory Trust that was formed on March 17, 2021 pursuant to the Delaware Statutory Trust Act. The Trust issues common units of beneficial interest (“Shares”), which represent units of fractional undivided beneficial interest in and ownership of the Trust. The Trust’s investment objective is to seek to track the performance of bitcoin, as measured by the performance of the Fidelity Bitcoin Reference Rate (the “Index”), adjusted for the Trust’s expenses and other liabilities. The Index is designed to reflect the performance of bitcoin in United States (“US”) dollars. The Trust is sponsored by FD Funds Management LLC (the “Sponsor”), a wholly-owned subsidiary of FMR LLC. CSC Delaware Trust Company is the trustee of the Trust (the “Trustee”). 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. The Shareholders of the Trust do not have control or involvement in the management of the Trust. The Trust, the Sponsor, and the Trust’s service providers do not loan or pledge the assets of the Trust or use those assets as collateral for any loan or similar arrangement unless required to facilitate transaction settlement.
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 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 . On January 10, 2024, the Trust was declared effective. On January 11, 2024 , the Trust commenced operations and Shares commenced trading on Cboe BZX Exchange, Inc. (the “Exchange”).
Note 2: Significant Accounting Policies
The following is a summary of the significant accounting and reporting policies used in preparing the financial statements.
Basis of Presentation
The financial statements have been prepared in accordance with generally accepted accounting principles in the United States (“GAAP”) and are stated in US dollars. The Trust qualifies as an investment company for accounting purposes pursuant to the accounting and reporting guidance under Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) Topic 946, Financial Services – Investment Companies (“ASC 946”). The Trust uses fair value as its method of accounting for its investment in bitcoin in accordance with its classification as an investment company for accounting purposes. The Trust is not a registered investment company under the Investment Company Act of 1940. The Trust operates as a single operating segment. 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
The preparation of the financial statements in accordance with GAAP requires management to make estimates and assumptions that affect the reported amount of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements. Actual amounts may ultimately differ from those estimates and the differences could be material.
Bitcoin Assets
Bitcoin is a type of digital asset based on an open‐source cryptographic protocol existing on a Bitcoin network. Digital assets are defined broadly as digital records that are made using cryptography for verification and security purposes, on a distributed ledger and may be characterized by their ability to be used as a medium of exchange, a representation to provide or access goods or services, or as a financing vehicle, such as a security. The Trust identifies bitcoin as an “other investment” in accordance with ASC 946.
73
Investment Valuation
Due to the Trust’s classification as an investment company, investments in bitcoin are recorded on the financial statements at their estimated fair value in accordance with ASC Topic 820, Fair Value Measurement (“ASC 820”). ASC 820 requires the determination of the Trust’s principal market or, in the absence of a principal market, the most advantageous market (principal market) and the assumption that bitcoin is sold in their principal market. The Trust determines 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 using the principal market on the measurement date and, therefore, the principal market used must be accessible to the Trust on that date. The Trust determines its principal market price for GAAP reporting and utilizes an exchange-traded price from that principal market as of 11:59:59 p.m., EST, on the financial statement measurement date.
GAAP establishes the following fair value hierarchy that prioritizes inputs to valuation techniques used to measure fair value. The inputs are categorized in one of the following levels:
Level 1 – Unadjusted quoted prices in active markets for identical assets or liabilities that the Trust is able to access at the measurement date.
Level 2 – Inputs, other than quoted prices included in Level 1, that are observable either directly or indirectly. These inputs may include (a) quoted prices for similar assets or liabilities in active markets, (b) quoted prices for identical or similar assets or liabilities in markets that are not active, (c) inputs other than quoted prices that are observable for the asset or liability, or (d) inputs derived principally from or corroborated by observable market data by correlation or other means.
Level 3 – Inputs that are unobservable (including the Trust’s own data and assumptions based on the best information available) and significant to the entire fair value measurement.
To the extent that investments are actively traded and valuation adjustments are not applied, they are categorized in Level 1 of the fair value hierarchy. 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 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. Because of the uncertainty inherent in valuation, those estimated values may be materially higher or lower than the values that would have been used had a ready market for the investments existed. Therefore, the degree of judgment exercised by management in determining fair value is greatest for investments categorized in Level 3.
In some circumstances, the inputs used to measure fair value might be categorized within different levels of the fair value hierarchy. In those instances, the fair value measurement is categorized in its entirety in the fair value hierarchy based on the lowest level input that is significant to the fair value measurement.
Investment Transactions and Related Investment Income
The Trust records investment transactions in bitcoin on a trade date basis. For financial reporting purposes, the Trust’s investment holdings and Paid-In-Capital include trades executed through the end of the last business day of the period. The Trust’s purchases are recorded at cost, including transaction fees, and are subsequently fair valued in accordance with the Trust’s fair valuation policy. 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, 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)
Quantity
Fair Value
Balance as of December 31, 2024
201,556
$
18,818,357
Bitcoin purchased
95,763
9,885,104
Bitcoin received for the issuance of capital shares
5,098
451,811
Bitcoin distributed for the redemption of capital shares
( 784
)
( 68,433
)
Bitcoin sold
( 99,443
)
( 9,860,767
)
Transfer of bitcoin to pay the Sponsor fee
( 506
)
( 50,982
)
Net realized gain (loss)
( 449,009
)
Net change in unrealized (appreciation) depreciation on investment in bitcoin
( 1,086,154
)
Balance as of December 31, 2025
201,684
$
17,639,927
74
(Amounts in 000’s, except for quantity)
Quantity
Fair Value
Balance as of December 31, 2023
—
$
—
Bitcoin purchased
253,758
15,575,253
Bitcoin received for the issuance of capital shares
1,270
129,378
Bitcoin sold
( 53,320
)
( 3,833,168
)
Transfer of bitcoin to pay the Sponsor fee
( 152
)
( 11,064
)
Net realized gain (loss)
( 392,142
)
Net change in unrealized (appreciation) depreciation on investment in bitcoin
7,350,100
Balance as of December 31, 2024
201,556
$
18,818,357
Cash
Cash consists of a demand deposit held with a financial institution. At times, deposits may be in excess of federally insured limits. The Trust has not experienced any losses and does not believe it is exposed to any significant credit risk on such deposits.
Income Taxes
The Trust intends to be classified as a “grantor trust” for US federal income tax purposes. As a result, the Trust itself should not be subject to US federal income tax. Instead, the Trust’s income and expenses should “flow through” to the Shareholders, and the Trustee will report to Shareholders and the Internal Revenue Service on that basis.
The Sponsor evaluates tax positions taken or expected to be taken in the course of its tax treatment, and its tax reporting to its shareholders, of these positions to determine whether the tax positions are “more-likely-than-not” to be sustained by the applicable tax authority. Tax positions not deemed to meet that threshold would be recorded as an expense in the current year. The Trust is required to analyze all open tax years. Open tax years are those years that are open for examination by the relevant income taxing authority. As of December 31, 2025 , the 2024 and 2023 tax year remains open for examination. There were no examinations in progress at period end.
Expenses
Expenses are recorded as accrued. Expense estimates are accrued in the period to which they relate. 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.
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”), 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. 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.
Note 3: Related Party Agreements and Transactions
Administrator
Fidelity Service Company, Inc., an affiliate of the Sponsor, serves as the Trust’s administrator (the “Administrator”). Under the Administration Agreement, the Administrator provides necessary administrative, tax and accounting services and financial reporting for the maintenance and operations of the Trust, including valuing the Trust’s bitcoin and calculating the net asset value (“NAV”) per Share of the Trust (“Trust’s NAV”) and supplying pricing information to the Sponsor for the relevant website. In addition, the Administrator makes available the office space, equipment, personnel and facilities required to provide such services. All fees and expenses incurred by the Trust related to services performed by the Administrator are borne by the Sponsor.
75
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. The Custodian was selected by the Sponsor. The Sponsor is responsible for opening an account with the Custodian that holds the Trust’s bitcoin, as well as facilitating the transfer or sale of bitcoin required for the operation of the Trust. All fees and expenses incurred by the Trust related to services performed by the Custodian are borne by the Sponsor.
Distributor
Fidelity Distributors Company LLC, an affiliate of the Sponsor, (“FDC” or the “Distributor”) is responsible for reviewing and approving the marketing materials prepared by the Sponsor for compliance with applicable Securities and Exchange Commission (“SEC”) and the Financial Industry Regulatory Authority, Inc. (“FINRA”) advertising laws, rules, and regulations pursuant to a marketing agreement with the Trust. FDC is a broker-dealer registered under the Securities Exchange Act of 1934 (the “1934 Act”) and a member of FINRA. All fees and expenses incurred by the Trust related to services performed by the Distributor are borne by the Sponsor.
Index Services
Fidelity Product Services LLC, an affiliate of the Sponsor, (the “Index Provider”) is responsible for the methodology and oversight of the Index. Coin Metrics, Inc. is the third-party, independent calculation agent for the Index. All fees and expenses incurred by the Trust related to services performed by the Index Provider are borne by the Sponsor.
Sponsor Fee
On December 14, 2023, the Trust contractually agreed to pay the Sponsor a unified fee of 0.25 % of the Trust’s Bitcoin Holdings (the “Sponsor Fee”), effective as of the date of the registration statement. The Trust’s “Bitcoin Holdings” is the quantity of the Trust’s bitcoin plus any cash or other assets held by the Trust represented in bitcoin as calculated using the Index price, less its liabilities (which include estimated accrued but unpaid fees and expenses) represented in bitcoin as calculated using the Index price. The Sponsor Fee is paid by the Trust to the Sponsor as compensation for services performed under the Trust Agreement. 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, 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. The Sponsor has also assumed all fees and expenses related to the organization and offering of the Trust and the Shares.
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 Trust may incur certain extraordinary, nonrecurring expenses that are not Sponsor-paid Expenses, including, but not limited to, brokerage and transactions costs associated with the sale or transfer of bitcoin, taxes and governmental charges, 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, the Trust’s assets, or the interests of Shareholders, any indemnification of the Custodian or other agents, service providers or counterparties of the Trust, extraordinary legal fees and expenses, including any legal fees and expenses incurred in connection with litigation, regulatory enforcement or investigation matters (collectively, “Extraordinary Expenses”). To the extent on-chain transaction fees are incurred in connection with transfers or sales of bitcoin to pay Extraordinary Expenses, the Trust will bear such fees.
The Administrator calculates the Sponsor Fee in respect of each day based on the prior day’s Bitcoin Holdings. The Sponsor Fee accrues daily in bitcoin and is payable monthly in bitcoin or cash. To the extent the Trust does not have cash readily available, the Sponsor will cause the transfer or sale of bitcoin in such quantity as may be necessary to permit the payment of Trust expenses and liabilities not assumed by the Sponsor. The amount of bitcoin transferred or sold may vary from time to time depending on the actual sales price of bitcoin relative to the Trust’s expenses and liabilities.
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Sale of Unregistered Securities
On December 6, 2024, pursuant to an Asset Purchase and Contribution Agreement, the Trust purchased all of the bitcoin assets of the Wise Origin Bitcoin Index Fund I, L.P., a Delaware limited partnership managed by the Sponsor, in exchange for 1,453,476 Shares of the Trust with a value of $ 129,377,662 . The transaction was exempt from registration under Section 4(a)(2) of the 1933 Act.
Note 4: Fair Value Measurement
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, 2025 and 2024:
December 31, 2025
(Amounts are in 000’s)
Level 1
Level 2
Level 3
Total
Investment in bitcoin
$
17,639,927
$
—
$
—
$
17,639,927
Total Investments
$
17,639,927
$
—
$
—
$
17,639,927
December 31, 2024
(Amounts are in 000’s)
Level 1
Level 2
Level 3
Total
Investment in bitcoin
$
18,818,357
$
—
$
—
$
18,818,357
Total Investments
$
18,818,357
$
—
$
—
$
18,818,357
Geographic location for all investments is detailed in the accompanying Schedules of Investment .
Note 5: Capital
The Trust is an exchange-traded product. The Trust continuously offers Baskets consisting of Shares to Authorized Participants. 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 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. Shares issued by the Trust are registered in a book entry system and held in the name of Cede & Co. at the facilities of the Depository Trust Company (“DTC”), and one or more global certificates issued by the Trust to DTC evidences the Shares. Shareholders may hold their Shares through DTC if they are direct participants in DTC (“DTC Participants”) or indirectly through entities (such as broker-dealers) that are DTC Participants.
Note 6: Commitments and Contingencies
In the normal course of business, the Trust enters into certain contracts that provide a variety of indemnities, including contracts with the Sponsor and affiliates of the Sponsor, and its officers, directors, employees, subsidiaries and affiliates, and the Custodian as well as others relating to services provided to the Trust. The Trust’s maximum exposure under these and its other indemnities is unknown. However, no liabilities have arisen under these indemnities in the past and, while there can be no assurances in this regard, there is no expectation that any will occur in the future. Therefore, the Sponsor does not consider it necessary to record a liability in this regard. The risk of material loss from such claims is considered remote.
Note 7: Concentration Risk
Unlike other funds that may invest in diversified assets, the Trust’s investment strategy is concentrated in a single asset within a single asset class. This concentration maximizes the degree of the Trust’s exposure to a variety of market risks associated with bitcoin and digital assets. 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 and will not be offset by other gains if the Trust were to invest in underlying assets that were diversified.
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Note 8: Financial Highlights
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
Per Share Activity
Net Asset Value, beginning of period
$
81.56
$
40.00
Net investment income (loss) (1)
( 0.22
)
( 0.08
)
Net realized and change in unrealized gain (loss)
( 5.13
)
41.64
Net increase (decrease) in net assets resulting from operations
( 5.35
)
41.56
Net Asset Value, end of period
$
76.21
$
81.56
Market Value per Share, beginning of period
81.58
40.00
Market Value per Share, end of period
$
76.23
$
81.58
Total Return, at Net Asset Value (2)
( 6.56
)%
103.90
%
Total Return, at Market Value (2)
( 6.56
)%
103.95
%
Ratios to Average Net Assets
Net investment income (loss) (3)
( 0.25
)%
( 0.14
)%
Expenses, gross (3)
0.25
%
0.25
%
Expenses, net of waivers (3)
0.25
%
0.14
%
(1) Based on average shares outstanding during the period.
(2) Percentages are not annualized.
(3) For the period January 11, 2024 (commencement of operations) through December 31, 2024, percentages are annualized.
Note 9: Subsequent Events
In preparation of the financial statements, management has evaluated the events and transactions subsequent to December 31, 2025 , and determined that there are no subsequent events or transactions that would require adjustments to or disclosures in the Trust’s financial statements.
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Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure.
There are not and have not been disagreements between the Trust and its accountant on matters of accounting principles, practices, or financial statement disclosure.