What changed in this filing

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Item 1. Financial Statements

2026-05-06 compared with 2025-11-07 · 31 added, 46 removed, 241 unchanged (24% of the section changed)

3 unchanged sentences

(Amounts in 000’s of US$, except for share and per share data)

September 30, 2025

March 31, 2026

December 31, 2025

Investment in bitcoin , at fair value (cost $ 11,751,741 and $ 11,468,257 as of September 30, 2025 and December 31, 2024, respectively)

Investment in bitcoin , at fair value (cost $ 10,388,215 and $ 11,375,981 as of March 31, 2026 and December 31, 2025, 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) 233,678,476 and 230,678,476 shares issued and outstanding as of September 30, 2025 and December 31, 2024, respectively

Shares, no par value (unlimited shares authorized) 216,003,476 and 231,403,476 shares issued and outstanding as of March 31, 2026 and December 31, 2025, respectively

Paid-in-capital

1 unchanged sentence

Total Net Assets

Net Asset Value per share ( 233,678,476 and 230,678,476 shares issued and outstanding as of September 30, 2025 and December 31, 2024, respectively)

Net Asset Value per share ( 216,003,476 and 231,403,476 shares issued and outstanding as of March 31, 2026 and December 31, 2025, respectively)

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

2 unchanged sentences

Statements of Operations

Three Months Ended March 31,

(Amounts in 000’s of US$)

Three Months Ended September 30,

Nine Months Ended September 30,

Investment Income:

Investment Income

Total Expenses Before Waiver

Sponsor fee waived

Net Investment Income (Loss)

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

6 unchanged sentences

Statements of Changes in Net Assets

Three Months Ended March 31,

(Amounts in 000’s of US$, except for shares)

Three Months Ended September 30,

Nine Months Ended September 30,

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

18 unchanged sentences

Statements of Cash Flows

Three Months Ended March 31,

(Amounts in 000’s of US$)

Nine Months Ended September 30,

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

12 unchanged sentences

Bitcoin received for the issuance of capital shares

Bitcoin distributed for the redemption of capital shares

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

2 unchanged sentences

Schedules of Investment

September 30, 2025

March 31, 2026

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

27 unchanged sentences

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

On January 11, 2024, the Trust commenced operations and Shares commenced trading on Cboe BZX Exchange, Inc.

(the “Exchange”).

The Trust is passively managed.

1 unchanged sentence

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”).

Significant Accounting Policies

6 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.

In the opinion of the Trust, the accompanying unaudited financial statements contain all adjustments, consisting of only normal recurring adjustments, necessary for the fair statement of financial statements for the periods presented.

These financial statements and the notes thereto should be read in conjunction with the Trust’s financial statements included in its Annual Report on Form 10-K for the year ended December 31, 2024, as filed with the SEC.

Use of Estimates

6 unchanged sentences

Investment Valuation

Due to the Trust’s classification as an investment company for GAAP reporting purposes, 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”).

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.

9 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.

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 September 30, 2025 , the 2024 and 2023 tax years remain open for examination.

As of March 31, 2026, the 2025, 2024 and 2023 tax yea rs remain 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.

Recently Adopted Accounting Pronouncements

The 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”) became 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.

The Trust’s accounting and reporting under ASC 946 is materially consistent with the interim period reporting requirements of ASU 2023-08 .

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.

2 unchanged sentences

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

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.

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 SEC and the Financial Industry Regulatory Authority, Inc.

(“FINRA”) advertising laws, rules, and regulations pursuant to a marketing agreement with the Trust.

6 unchanged sentences

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

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 contractually agrees to pay the Sponsor a unified fee of 0.25 % of the Trust’s Bitcoin Holdings (the “Sponsor Fee”).

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.

1 unchanged sentence

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, the 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 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 not be deemed to be a Sponsor-paid Expense.

(i) the fees of the Trust’s third-party service providers including, but not limited to, the 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 not be deemed to be 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”).

6 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 September 30, 2025 and December 31, 2024:

September 30, 2025

The following table presents information about the Trust’s assets measured at fair value as o f March 31, 2026 and December 31, 2025:

March 31, 2026

(Amounts are in 000’s)

26 unchanged sentences

Financial Highlights

The Trust is presenting the following financial highlights related to investment performance and operations of a Share outstanding for the nine months ended September 30, 2025 and the period January 11, 2024 (commencement of operations) through September 30, 2024.

The Trust is presenting the following financial highlights related to investment performance and operations of a Share outstanding for the three months ended March 31, 2026 and 2025.

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.

Nine Months Ended September 30, 2025

For the Period January 11, 2024 (Commencement of Operations) Through September 30, 2024

Three Months Ended March 31,

Per Share Activity

10 unchanged sentences

Net investment income (loss) (3)

Expenses, gross⁽³⁾

Expenses, net of waivers⁽³⁾

(1) Based on average shares outstanding during the period.

2 unchanged sentences

Subsequent Events

In preparation of the financial statements, management has evaluated the events and transactions subsequent to September 30, 2025, and determined that there are no subsequent events or transactions that would require adjustments to or disclosures in the Trust’s financial statements.

In preparation of the financial statements, management has evaluated the events and transactions subsequent to March 31, 2026 , and determined that there are no subsequent events or transactions that would require adjustments to or disclosures in the Trust’s financial statements.

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-Q

Item 1. Financial Statements