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Item 7. Management’s Discussion and Analysis

2025-02-28 compared with 2024-02-23 · 130 added, 67 removed, 135 unchanged (59% of the section changed)

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The Trust is a passive entity that is managed and administered by the Sponsor and does not have any officers, directors or employees.

As of December 31, 2023, the Trust holds Bitcoins and, from time to time on a periodic basis, issues Creation Baskets in exchange for deposits of Bitcoins.

On January 10, 2024, in connection with the approval of application under Rule 19b-4 of the Securities Exchange Act of 1934, as amended, the Sponsor authorized the commencement of a redemption program.

Shares of the Trust began trading on NYSE Arca on January 11, 2024.

The Trust holds Bitcoin and, from time to time on a periodic basis, issues Creation Baskets in exchange for deposits of Bitcoin.

On January 10, 2024, in connection with the approval of application under Rule 19b-4 of the Securities Exchange Act of 1934 and the effectiveness of the registration statement on Form S-3, as amended (File No.

333-275079), the Sponsor authorized the commencement of a redemption program.

Shares of the Trust began trading on NYSE Arca on January 11, 2024, following the effectiveness of the Trust's registration statement on Form S-3, as amended.

The Trust issues Shares only in one or more blocks of 10,000 Shares (a block of 10,000 Shares is called a “Basket”) to certain Authorized Participants from time to time.

Baskets are offered in exchange for Bitcoins.

Baskets are offered in exchange for Bitcoin.

Through its redemption program, the Trust redeems Shares from Authorized Participants on an ongoing basis.

As a passive investment vehicle, the Trust’s investment objective is for the value of the Shares (based on Bitcoin per Share) to reflect the value of Bitcoins held by the Trust, determined by reference to the Index Price, less the Trust’s expenses and other liabilities.

As a passive investment vehicle, the Trust’s investment objective is for the value of the Shares (based on Bitcoin per Share) to reflect the value of Bitcoin held by the Trust, determined by reference to the Index Price, less the Trust’s expenses and other liabilities.

While an investment in the Shares is not a direct investment in Bitcoin, the Shares are designed to provide investors with a cost-effective and convenient way to gain investment exposure to Bitcoin.

The Trust will not utilize leverage, derivatives or any similar arrangements in seeking to meet its investment objective.

As of December 31, 2023, the Trust has not met its investment objective and the Shares quoted on OTCQX have not reflected the value of Bitcoins held by the Trust, less the Trust’s expenses and other liabilities, but instead have traded at both premiums and discounts to such value, which at times have been substantial, although the Sponsor has observed that the Trust has begun to meet its investment objective more closely following the uplisting of the Shares to NYSE Arca on January 11, 2024.

Historically, the Trust has not met its investment objective and, prior to their uplisting to NYSE Arca on January 11, 2024, the Shares quoted on OTCQX did not reflect the value of Bitcoin held by the Trust, less the Trust’s expenses and other liabilities, but instead traded at both premiums and discounts to such value, which at times were substantial, although the Sponsor has observed that the Trust has begun to meet its investment objective more closely following the uplisting of the Shares to NYSE Arca.

The Trust is not managed like a business corporation or an active investment vehicle.

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(2) Includes Cede & Co.

as nominee for DTC for the Shares traded on OTCQX, but not its direct participants.

Therefore, this number does not include the individual holders who have bought/sold Shares on OTCQX or transferred their eligible Shares to their brokerage accounts.

as nominee for DTC for the Shares traded on NYSE Arca, on or after January 11, 2024, or on OTCQX, prior to January 11, 2024, as applicable, but not its direct participants.

Therefore, this number does not include the individual holders who have bought/sold Shares on NYSE Arca, on or after January 11, 2024, or on OTCQX, prior to January 11, 2024, as applicable, or transferred their eligible Shares to their brokerage accounts.

The BTC Trust Distribution

On July 31, 2024, the Trust completed its previously announced pro rata distribution of 303,690,100 shares of Grayscale Bitcoin Mini Trust ETF (the “BTC Trust”) to shareholders of the Trust as of July 30, 2024 (the “Record Date”), as described in the Trust’s definitive information statement on Schedule 14C, filed with the SEC on July 30, 2024 (referred to as the “Initial Distribution”).

In connection therewith, on July 31, 2024, the Trust contributed to the BTC Trust an amount of Bitcoin equal to 10% of the total Bitcoin held by the Trust as of the Record Date, equal to 26,935.83753443 Bitcoin, as consideration and in exchange for the issuance of shares of the BTC Trust.

Subject to the limitations and qualifications set forth in the Trust’s definitive information statement on Schedule 14C, filed with the SEC on July 30, 2024 (including with respect to the qualification of both the Trust and the BTC Trust as grantor trusts for U.S.

federal income tax purposes and the proper allocation of existing tax basis between Shares of the Trust and shares of the BTC Trust), it is expected that neither the Trust nor any beneficial owner of the Shares will recognize any gain or loss for U.S.

federal income tax purposes as a result of the Initial Distribution.

Accordingly, it is expected that neither the Trust’s contribution of Bitcoin to the BTC Trust nor the Trust’s distribution of shares in the BTC Trust to shareholders as of 4:00 PM ET on the Record Date will be reported to any beneficial owner of Shares (or to any intermediary holding Shares) as giving rise to income, gain, loss, deduction, credit or proceeds.

Any beneficial owner of Shares who received shares of the BTC Trust in the Initial Distribution, and any intermediary holding Shares of the Trust or shares of the BTC Trust, should consult their own tax advisor regarding the U.S.

federal income tax consequences of the Initial Distribution, including the proper allocation of existing tax basis between Shares of the Trust and shares of the BTC Trust.

Please refer to the Trust’s definitive information statement on Schedule 14C, filed with the SEC on July 30, 2024, for more information, including other U.S.

federal income tax considerations relating to the Initial Distribution and ownership of shares of the BTC Trust.

Critical Accounting Policies and Estimates

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The Trust considers investment transactions to be the receipt of Bitcoin by the Trust in connection with Share creations and the delivery of Bitcoin by the Trust in connection with Share redemptions or for payment of expenses in Bitcoin.

As of December 31, 2023, the Trust was not accepting redemption requests, however the Sponsor has since authorized the commencement of the Trust’s redemption program on January 10, 2024 in connection with the uplisting of the Shares to NYSE Arca.

Prior to January 10, 2024, the Trust was not accepting redemption requests, however the Sponsor has since authorized the commencement of the Trust’s redemption program on January 10, 2024 in connection with the uplisting of the Shares to NYSE Arca.

The Trust records its investment transactions on a trade date basis and changes in fair value are reflected as net change in unrealized appreciation or depreciation on investments.

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To determine which market is the Trust’s principal market (or in the absence of a principal market, the most advantageous market) for purposes of calculating the Trust’s net asset value in accordance with U.S.

GAAP (“Principal Market NAV”), the Trust follows Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) 820-10, which outlines the

application of fair value accounting.

GAAP (“Principal Market NAV”), the Trust follows Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) Topic 820-10, Fair Value Measurement, which outlines the application of fair value accounting.

ASC 820-10 determines fair value to be the price that would be received for Bitcoin in a current sale, which assumes an orderly transaction between market participants on the measurement date.

requires the Trust to assume that Bitcoin is sold in its principal market to market participants or, in the absence of a principal market, the most advantageous market.

ASC 820-10 requires the Trust to assume that Bitcoin is sold in its principal market to market participants or, in the absence of a principal market, the most advantageous market.

Market participants are defined as buyers and sellers in the principal or most advantageous market that are independent, knowledgeable, and willing and able to transact.

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Therefore, the Trust looks to market-based volume and level of activity for Digital Asset Markets.

The Authorized Participant(s), or a Liquidity Provider, may transact in a Brokered Market, a Dealer Market, Principal-to-Principal

Markets and Exchange Markets (referred to as “Trading Platform Markets” in this Annual Report), each as defined in the FASB ASC Master Glossary (collectively, “Digital Asset Markets”).

The Authorized Participant(s), or a Liquidity Provider, may transact in a Brokered Market, a Dealer Market, Principal-to-Principal Markets and Exchange Markets (referred to as “Trading Platform Markets” in this Annual Report), each as defined in the FASB ASC Master Glossary (collectively, “Digital Asset Markets”).

In determining which of the eligible Digital Asset Markets is the Trust’s principal market, the Trust reviews these criteria in the following order:

First, the Trust reviews a list of Digital Asset Markets that maintain practices and policies designed to comply with AML and KYC regulations, and non-Digital Asset Trading Platform Markets that the Trust reasonably believes are operating in compliance with applicable law, including federal and state licensing requirements, based upon information and assurances provided to it by each market.

• First, the Trust reviews a list of Digital Asset Markets that maintain practices and policies designed to comply with anti-money laundering (“AML”) and know-your-customer (“KYC”) regulations, and non-Digital Asset Trading Platform Markets that the Trust reasonably believes are operating in compliance with applicable law, including federal and state licensing requirements, based upon information and assurances provided to it by each market.

• Second, the Trust sorts these Digital Asset Markets from high to low by market-based volume and level of activity of Bitcoin traded on each Digital Asset Market in the trailing twelve months.

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The Trust determines its principal market (or in the absence of a principal market the most advantageous market) annually and conducts a quarterly analysis to determine (i) if there have been recent changes to each Digital Asset Market’s trading volume and level of activity in the trailing twelve months, (ii) if any Digital Asset Markets have developed that the Trust has access to, or (iii) if recent changes to each Digital Asset Market’s price stability have occurred that would materially impact the selection of the principal market and necessitate a change in the Trust’s determination of its principal market.

The cost basis of Bitcoin received by the Trust in connection with a creation order is recorded by the Trust at the fair value of Bitcoin at 4:00 p.m., New York time, on the creation date for financial reporting purposes.

The cost basis of Bitcoin received in connection with a creation order is recorded by the Trust at the fair value of Bitcoin at 4:00 p.m., New York time, on the creation date for financial reporting purposes.

The cost basis recorded by the Trust may differ from proceeds collected by the Authorized Participant from the sale of the corresponding Shares to investors.

Investment Company Considerations

The Trust is an investment company for GAAP purposes and follows accounting and reporting guidance in accordance with the FASB ASC Topic 946, Financial Services—Investment Companies.

The Trust is an investment company for U.S.

GAAP purposes and follows accounting and reporting guidance in accordance with the FASB ASC Topic 946, Financial Services—Investment Companies.

The Trust uses fair value as its method of accounting for 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 is not a registered investment company under the Investment Company Act.

GAAP requires management to make estimates and assumptions that affect the reported amounts in the financial statements and accompanying notes.

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Net assets (2)

(1) Includes the impact of the Initial Distribution of 26,935.83753443 Bitcoin with a value of approximately $1,756.8 million to Grayscale Bitcoin Mini Trust ETF, completed on July 31, 2024, as discussed in Note 4 of the notes to the unaudited financial statements.

(2) Net assets in the above table and subsequent paragraphs are calculated in accordance with U.S.

GAAP based on the Digital Asset Trading Platform that the Trust considered its principal market, as of 4:00 p.m., New York time, on the valuation date.

Net realized and unrealized gain on investment in Bitcoin for the year ended December 31, 2023 was $16,246,768 which includes a realized gain of $218,806 on the transfer of Bitcoins to pay the Sponsor’s Fee and net change in unrealized appreciation on investment in Bitcoin of $16,027,962.

GAAP based on the Digital Asset Market price of Bitcoin on the Digital Asset Trading Platform that the Trust considered its principal market, as of 4:00 p.m., New York time, on the valuation date.

Net realized and unrealized gain on investment in Bitcoin for the year ended December 31, 2024 was $16,381,013 which includes a realized gain of $232,398 on the transfer of Bitcoin to pay the Sponsor’s Fee, a realized gain of $17,830,575 on the sale of Bitcoin to meet redemptions, a realized gain of $1,410,878 on the sale of Bitcoin related to the Initial Distribution to the Grayscale Bitcoin Mini Trust ETF, and net change in unrealized appreciation on investment in Bitcoin of ($3,092,838).

Net realized and unrealized gain on investment in Bitcoin for the period was driven by Bitcoin price appreciation from $42,533.28 per Bitcoin as of December 31, 2023 to $93,390.22 per Bitcoin as of December 31, 2024.

Net increase in net assets resulting from operations was $16,090,537 for the year ended December 31, 2024, which consisted of the net realized and unrealized gain on investment in Bitcoin, less the Sponsor’s Fee of $290,476.

Net assets decreased to $19,182,244 at December 31, 2024, a 27% decrease for the period.

The decrease in net assets resulted from the withdrawal of approximately 4,670 Bitcoin to pay the foregoing Sponsor’s Fee, the redemption of approximately 393,595 Bitcoin, with a value of $22,292,651 from the Trust and the Initial Distribution of approximately 26,936 Bitcoin, with a value of $1,756,821 from the Trust to Grayscale Bitcoin Mini Trust ETF, partially offset by the aforementioned Bitcoin price appreciation and the contribution of approximately 11,074 Bitcoin, with a value of $790,709 to the Trust in connection with Share creations during the year.

Net realized and unrealized gain on investment in Bitcoin for the year ended December 31, 2023 was $16,246,768 which includes a realized gain of $218,806 on the transfer of Bitcoin to pay the Sponsor’s Fee and net change in unrealized appreciation on investment in Bitcoin of $16,027,962.

Net realized and unrealized gain on investment in Bitcoin for the period was driven by Bitcoin price appreciation from $16,556.29 per Bitcoin as of December 31, 2022 to $42,533.28 per Bitcoin as of December 31, 2023.

Net increase in net assets resulting from operations was $15,886,207 for the year ended December 31, 2023, which consisted of the net realized and unrealized gain on investment in Bitcoin, less the Sponsor’s Fee of $360,561.

Net assets increased to $26,350,470 at December 31, 2023, a 152% increase for the period .

The increase in net assets resulted from the aforementioned Bitcoin price appreciation, partially offset by the withdrawal of approximately 12,516 Bitcoin to pay the foregoing Sponsor’s Fee .

Net realized and unrealized loss on investment in Bitcoin for the year ended December 31, 2022 was $(18,751,107) which includes a realized gain of $216,064 on the transfer of Bitcoins to pay the Sponsor’s Fee and net change in unrealized depreciation on investment in Bitcoin of $(18,967,171).

Net realized and unrealized loss on investment in Bitcoin for the year ended December 31, 2022 was ($18,751,107) which includes a realized gain of $216,064 on the transfer of Bitcoin to pay the Sponsor’s Fee and net change in unrealized appreciation on investment in Bitcoin of ($18,967,171) .

Net realized and unrealized loss on investment in Bitcoin for the period was driven by Bitcoin price depreciation from $45,867.86 per Bitcoin as of December 31, 2021 to $16,556.29 per Bitcoin as of December 31, 2022.

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The decrease in net assets resulted from the aforementioned Bitcoin price depreciation and by the withdrawal of approximately 12,768 Bitcoin to pay the foregoing Sponsor’s Fee.

Net realized and unrealized gain on investment in Bitcoin for the year ended December 31, 2021 was $10,569,768 which includes a realized gain of $470,168 on the transfer of Bitcoins to pay the Sponsor’s Fee and net change in unrealized appreciation on investment in Bitcoin of $10,099,600.

Net realized and unrealized gain on investment in Bitcoin for the period was driven by Bitcoin price appreciation from $29,185.05 per Bitcoin as of December 31, 2020 to $45,867.86 per Bitcoin as of December 31, 2021.

Net increase in net assets resulting from operations was $9,954,348 for the year ended December 31, 2021, which consisted of the net realized and unrealized gain on investment in Bitcoin, less the Sponsor’s Fee of $615,420.

Net assets increased to $29,576,053 at December 31, 2021, a 67% increase for the period.

The increase in net assets resulted from the aforementioned Bitcoin price appreciation and the contribution of approximately 50,739 Bitcoin with a value of $1,905,227 to the Trust in connection with Share creations during the period, partially offset by the withdrawal of approximately 12,968 Bitcoin to pay the foregoing Sponsor’s Fee.

Cash Resources and Liquidity

The Trust has not had a cash balance at any time since inception.

When selling Bitcoins and, subject to NYSE Arca obtaining regulatory approval from the SEC, Incidental Rights and/or IR Virtual Currency in the Digital Asset Market to pay Additional Trust Expenses on behalf of the Trust, the Sponsor endeavors to sell the exact number of Bitcoins, Incidental Rights and/or IR Virtual Currency needed to pay expenses in order to minimize the Trust’s holdings of assets other than Bitcoin.

The Trust only receives and holds cash in order to facilitate creations and redemptions pursuant to Cash Orders, and has not otherwise had or maintained a cash balance at any time since inception.

When selling Bitcoin in the Digital Asset Market to pay Additional Trust Expenses on behalf of the Trust, the Sponsor endeavors to sell the exact amount of Bitcoin needed to pay expenses in order to minimize the Trust’s holdings of assets other than Bitcoin.

In addition, upon the consummation or deemed failure of a Cash Order to create or redeem Baskets, the Trust will promptly return any excess cash it continues to hold with respect to such Cash Order to the applicable counterparty.

As a consequence, the Sponsor expects that the Trust will not record any cash flow from its operations and that its cash balance will be zero at the end of each reporting period.

Furthermore, the Trust is not a party to any off-balance

sheet arrangements.

Furthermore, the Trust is not a party to any off-balance sheet arrangements.

Generally, the Trust does not intend to hold cash, except in connection with Cash Orders for creations or redemptions of Baskets.

Cash includes non-interest bearing non-restricted cash with one institution.

Cash in a bank deposit account, at times, may exceed U.S.

federally insured limits.

The Trust has not experienced any losses in such accounts and does not believe it is exposed to any significant credit risk on such bank deposits.

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

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Opening Balance

Initial Distribution (Return of Capital) (1)

Sponsor’s Fee, related party

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NAV per Share (4)

(1) Represents the impact of the Initial Distribution of 26,935.83753443 Bitcoin with a value of approximately $1,756.8 million to Grayscale Bitcoin Mini Trust ETF, completed on July 31, 2024, as discussed in Note 4 of the notes to the financial statements.

(2) The Trust performed an assessment of the principal market at December 31, 2024, 2023 and 2022, and identified the principal market as Coinbase.

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(4) The Trust’s NAV per Share is derived from the Index Price as represented by the Index as of 4:00 p.m., New York time, on the valuation date.

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

methodology where the price is derived from multiple Digital Asset Trading Platforms.

The Trust’s NAV per Share is calculated using a non-GAAP methodology where the price is derived from multiple Digital Asset Trading Platforms.

Prior to December 26, 2023, NAV was referred to as Digital Asset Holdings and NAV per Share was referred to as Digital Asset Holdings per Share.

Business—Overview of the Bitcoin Industry and Market—The Index and the Index Price” for a description of the Index and the Index Price.

Business—Overview of the Bitcoin Industry and Market—Bitcoin Value—The Index and the Index Price” for a description of the Index and the Index Price.

The Digital Asset Trading Platforms included in the Index as of December 31, 2024 were Coinbase, Bitstamp, Kraken, LMAX Digital, Crypto.com and Bullish.

The Digital Asset Trading Platforms included in the Index as of December 31, 2023 were Coinbase, Bitstamp, Kraken, LMAX Digital and Crypto.com.

The Digital Asset Trading Platforms included in the Index as of December 31, 2022 were Coinbase, Binance.US, Kraken, and LMAX Digital.

The Digital Asset Trading Platforms used to calculate the Index Price as of December 31, 2021 were Coinbase, Bitstamp, Kraken, and LMAX Digital.

For accounting purposes as of December 31, 2023, the Trust reflects creations and the Bitcoins receivable for proceeds with respect to such creations on the date of receipt of a notification of a creation but does not issue Shares until the requisite number of Bitcoins for proceeds is received.

Effective January 11, 2024, the date on which the Shares of the Trust begin trading on NYSE Arca, the Trust reflects creations and redemptions and the Bitcoins for proceeds receivable or payable with respect to such creations and redemptions, respectively, on the business day following the receipt of a notification of a creation or redemption order by an Authorized Participant.

Creation and redemption orders can be settled on T+1 or T+2, as established at the time of order placement, therefore the Bitcoins for proceeds receivable or payable with respect to such creations and redemptions, respectively, will be recorded as a receivable or payable until the Bitcoins are delivered or removed from the Trust for settlement.

As of December 31, 2023, the Trust had a net closing balance of 619,525.9291702 Bitcoins with a value of $26,352,545,225, based on the Index Price of $42,536.63 on December 31, 2023 (non-GAAP methodology).

As of December 31, 2023, the total market value of the Trust’s Bitcoin was $26,350,469,813 based on the Bitcoin price in the principal market (Coinbase) of $42,533.28 on December 31, 2023 .

As of December 31, 2022, the Trust had a net closing balance of 632,041.52945742 Bitcoins with a value of $10,463,820,425, based on the Index Price of $16,555.59 on December 31, 2022 (non-GAAP methodology).

As of December 31, 2022, the total market value of the Trust’s Bitcoin was $10,464,262,854 based on the Bitcoin price in the principal market (Coinbase) of $16,556.29 on December 31, 2022 .

As of December 31, 2021, the Trust had a net closing balance of 644,809.96863835 Bitcoins with a value of $29,577,014,135, based on the Index Price of $45,869.35 on December 31, 2021 (non-GAAP methodology).

As of December 31, 2021, the total market value of the Trust’s Bitcoin was $29,576,053,368 based on the Bitcoin price in the principal market (Coinbase) of $45,867.86 on December 31, 2021.

For accounting purposes, prior to January 11, 2024, the Trust reflected creations and the Bitcoin receivable for proceeds with respect to such creations on the date of receipt of a notification of a creation but did not issue Shares until the requisite amount of Bitcoin for proceeds was received.

Effective January 11, 2024, the date on which the Shares of the Trust began trading on NYSE Arca, the Trust reflects creations and redemptions and the Bitcoin for proceeds receivable or payable with respect to such creations and redemptions, respectively, on the business day following the receipt of a notification of a creation or redemption order by an Authorized Participant.

Creation and redemption orders are settled on T+1 or T+2, as established at the time of order placement, and therefore the Bitcoin for proceeds receivable or payable with respect to such creations and redemptions, respectively, are recorded as a receivable or payable until the Bitcoin are delivered or removed from the Trust for settlement.

As of December 31, 2024, the Trust had a net closing balance of 205,398.85921873 Bitcoin with a value of $19,187,108,495, based on the Index Price of $93,413.90 on December 31, 2024 (non-GAAP methodology).

As of December 31, 2024, the total market value of the Trust’s Bitcoin was $19,182,244,650 based on the price of one Bitcoin on the principal market (Coinbase) of $93,390.22 on December 31, 2024.

As of December 31, 2023, the Trust had a net closing balance of 619,525.92917020 Bitcoin with a value of $26,352,545,225, based on the Index Price of $42,536.63 on December 31, 2023 (non-GAAP methodology).

As of December 31, 2023, the total market value of the Trust’s Bitcoin was $26,350,469,813 based on the price of one Bitcoin on the principal market (Coinbase) of $42,533.28 on December 31, 2023.

As of December 31, 2022, the Trust had a net closing balance of 632,041.52945742 Bitcoin with a value of $10,463,820,425, based on the Index Price of $16,555.59 on December 31, 2022 (non-GAAP methodology).

As of December 31, 2022, the total market value of the Trust’s Bitcoin was $10,464,262,854 based on the price of one Bitcoin on the principal market (Coinbase) of $16,556.29 on December 31, 2022.

Historical NAV and Bitcoin Prices

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Movements may be influenced by various factors, including, but not limited to, government regulation, security breaches experienced by service providers, as well as political and economic uncertainties around the world.

The following chart illustrates the movement in the Trust’s NAV per Share (as adjusted for the Share Split for periods prior to January 26, 2018) versus the Index Price and the Trust’s Principal Market NAV per Share (as adjusted for the Share Split for periods prior to January 26, 2018) from September 25, 2013 (the inception of the Trust’s operations) to December 31, 2023.

The Trust’s performance prior to January 11, 2024 is based on market-determined prices on the OTCQX marketplace and on the Trust’s performance without an ongoing share creation and redemption program.

Prior to January 11, 2024, the Trust’s Shares traded at both premiums and discounts to the value of the Trust’s assets, less its expenses and other liabilities, which at times were substantial, in part due to the lack of an ongoing redemption program.

Effective as of January 11, 2024, the Trust established an ongoing share creation and redemption program and the Shares of the Trust were listed to NYSE Arca.

Hence, the Trust’s performance for periods prior to January 11, 2024 is not directly comparable to, and should not be used to make conclusions in conjunction with, the Trust’s performance for periods subsequent to January 11, 2024.

The following chart illustrates the movement in the Trust’s NAV per Share (as adjusted for the Share Split for periods prior to January 26, 2018) versus the Index Price and the Trust’s Principal Market NAV per Share (as adjusted for the Share Split for periods prior to January 26, 2018) from September 25, 2013 (date of the first Creation Basket of the Trust) to December 31, 2024.

For more information on the determination of the Trust’s NAV, see “Item 1.

Business—Overview of the Bitcoin Industry and Market—The Index and the Index Price.”

Business—Overview of the Bitcoin Industry and Market—Bitcoin Value—The Index and the Index Price”.

The following table illustrates the movements in the Index Price from January 1, 2020 to December 31, 2024.

During such period, the Index Price has ranged from $4,941.00 to $106,734.51, with the straight average being $36,295.59 through December 31, 2024.

The Sponsor has not observed a material difference between the Index Price and average prices from the constituent Digital Asset Trading Platforms individually or as a group.

The Sponsor has not observed a material difference between the Index Price and average prices from the Constituent Trading Platforms individually or as a group.

Last business

Twelve months ended December 31, 2020

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During such period, the price of Bitcoin has ranged from $4,950.39 to $106,726.24, with the straight average being $36,295.60 through December 31, 2024:

Digital Asset

Digital Asset Market Price

Last business

Twelve months ended December 31, 2020

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Secondary Market Trading

On January 10, 2024, the SEC approved an application under Rule 19b-4 of the Securities Exchange Act of 1934, as amended, by NYSE Arca to list the Shares of the Trust.

Shares of the Trust began trading on NYSE Arca under the symbol “GBTC” on January 11, 2024.

On January 10, 2024, the SEC approved an application under Rule 19b-4 of the Securities Exchange Act of 1934, as amended, by NYSE Arca to list the Shares of the Trust, which began trading on NYSE Arca under the symbol “GBTC” on January 11, 2024, following the effectiveness of the Trust’s registration statement on Form S-3, as amended (File No.

Historically, the Trust’s Shares have been quoted on OTCQX under the symbol “GBTC” from March 26, 2015 through January 10, 2024.

The price of the Shares as quoted on OTCQX has varied significantly from the Trust’s NAV per Share.

From May 5, 2015 to December 31, 2023, the maximum premium of the closing price of the Shares quoted on OTCQX over the value of the Trust’s NAV per Share was 142%, the average premium was 37%, the maximum discount of the closing price of the Shares quoted on OTCQX below the value of the Trust’s NAV per Share was 49%, and the average discount was 25%.

The closing price of the Shares, as quoted on OTCQX at 4:00 p.m., New York time, on each business day, has been quoted at a discount on 718 days.

As of December 29, 2023, the last business day of the period, the Trust’s Shares were quoted on OTCQX at a discount of 8% to the Trust’s NAV per Share.

As of February 19, 2024, the Trust’s Shares were quoted on NYSE Arca at a discount of 0.02% to the Trust’s NAV per Share.

The following table sets out the range of high and low closing prices for the Shares as reported by OTCQX, the Trust’s Principal Market NAV per Share calculated in accordance with GAAP and the Trust’s NAV per Share for each of the quarters of the prior three years.

Digital Asset

per Share (3)

Digital Asset

per Share (3)

From May 5, 2015 to January 11, 2024, the maximum premium of the closing price of the Shares quoted on OTCQX over the value of the Trust’s NAV per Share was 142%, the average premium was 37%, the maximum discount of the closing price of the Shares quoted on OTCQX below the value of the Trust’s NAV per Share was 49%, and the average discount was 25%.

As of January 10, 2024, the Trust’s Shares were quoted on OTCQX at a discount of 1.90% to the Trust’s NAV per Share.

The following table sets out the range of high and low closing prices for the Shares as reported by OTCQX, the Trust’s Principal Market NAV per Share calculated in accordance with U.S.

GAAP and the Trust’s NAV per Share for each of the quarters from January 1, 2022 through January 10, 2024.

Principal Market NAV per Share (1)

NAV per Share (2)

Principal Market NAV per Share (1)

NAV per Share (2)

First quarter

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First quarter (3)

(1) The Principal Market NAV is calculated using the fair value of Bitcoin based on the price provided by the Digital Asset Market that the Trust considers its principal market, which since December 31, 2016 is Coinbase.

Prior to December 26, 2023, Principal Market NAV was referred to as NAV and Principal Market NAV per Share was referred to as NAV per Share.

Management’s Discussion and Analysis of Financial Condition and Results of Operations—Critical Accounting Policies and Estimates—Principal Market and Fair Value Determination.”

(2) The Trust’s NAV per Share is derived from the Index Price as represented by the Index as of 4:00 p.m., New York time, on the valuation date.

The Index Price is calculated using non-GAAP methodology and is not used in the Trust’s financial statements, unless otherwise disclosed.

Prior to December 26, 2023, NAV was referred to as Digital Asset Holdings and NAV per Share was referred to as Digital Asset Holdings per Share.

Business—Valuation of Bitcoin and Determination of NAV.”

(3) As of January 11, 2024, Shares of the Trust began trading on NYSE Arca under the symbol “GBTC”.

Therefore, this represents the period from January 1, 2024 through January 10, 2024.

As of January 11, 2024, Shares of the Trust began trading on NYSE Arca under the symbol “GBTC,” following the effectiveness of the Trust’s registration statement on Form S-3, as amended (File No.

From January 11, 2024 to December 31, 2024, the maximum premium of the closing price of the Shares listed on NYSE Arca over the value of the Trust’s NAV per Share was 1.68%, the average premium was 0.08%, the maximum discount of the closing price of the Shares listed on NYSE Arca below the value of the Trust’s NAV per Share was 1.56%, and the average discount was 0.10%.

As of December 31, 2024, the last business day of the period, the Trust’s Shares were listed on NYSE Arca at a discount of 0.10% to the Trust’s NAV per Share.

The following table sets out the range of high and low closing prices for the Shares as reported by NYSE Arca, the Trust’s Principal Market NAV per Share calculated in accordance with U.S.

GAAP and the Trust’s NAV per Share for each of the quarters from January 11, 2024 through December 31, 2024.

Principal Market NAV per Share (1)

NAV per Share (2)

Principal Market NAV per Share (1)

NAV per Share (2)

First quarter (3)

Second quarter

1 unchanged sentence

Fourth quarter

The Principal Market NAV is calculated using the fair value of Bitcoins based on the price provided by the Digital Asset Market that the Trust considers its principal market, which since December 31, 2016 is Coinbase.

Prior to December 26, 2023, Principal Market NAV was referred to as NAV and Principal Market NAV per Share was referred to as NAV per Share.

1 unchanged sentence

(2) The Trust’s NAV per Share is derived from the Index Price as represented by the Index as of 4:00 p.m., New York time, on the valuation date.

The Index Price is calculated using non-GAAP

methodology and is not used in the Trust’s financial statements.

The Index Price is calculated using non-GAAP methodology and is not used in the Trust’s financial statements, unless otherwise disclosed.

Prior to December 26, 2023, NAV was referred to as Digital Asset Holdings and NAV per Share was referred to as Digital Asset Holdings per Share.

Business—Valuation of Bitcoin and Determination of NAV.”

The following chart sets out the historical closing prices for the Shares as reported by OTCQX and the Trust’s NAV per Share from May 4, 2015 to December 31, 2023.

(3) As of January 11, 2024, Shares of the Trust began trading on NYSE Arca under the symbol “GBTC”.

Therefore, this represents the period from January 11, 2024 through March 31, 2024.

Effective as of January 11, 2024, the Trust established an ongoing share creation and redemption program and the Shares of the Trust were listed to NYSE Arca.

Hence, the Trust’s performance for periods prior to January 11, 2024 are not directly comparable to, and should not be used to make conclusions in conjunction with, the Trust’s performance for periods subsequent to January 11, 2024.

The following chart sets out the historical closing prices for the Shares as reported by OTCQX and the Trust’s NAV per Share from May 4, 2015 to January 10, 2024.

GBTC Premium/(Discount):

GBTC Share Price vs.

NAV per Share ($)

The following chart sets out the historical premium and discount for the Shares as reported by OTCQX and the Trust’s NAV per Share from May 4, 2015 to December 31, 2023.

NAV per Share (Non-GAAP) ($)

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

GBTC Premium/(Discount):

GBTC Share Price vs.

NAV per Share (%)

NAV per Share (Non-GAAP) ($)

The following chart sets out the historical premium and discount for the Shares calculated as a percentage of the historical closing prices for the Shares as reported by OTCQX and the Trust’s NAV per Share from May 4, 2015 to January 10, 2024.

GBTC Premium/(Discount):

GBTC Share Price vs.

NAV per Share (Non-GAAP) (%)

The following chart sets out the historical premium and discount for the Shares calculated as a percentage of the historical closing prices for the Shares as reported by NYSE Arca from January 11, 2024 to December 31, 2024 divided by the Trust’s NAV per Share from January 11, 2024 to December 31, 2024.

GBTC Premium/(Discount):

GBTC Share Price vs.

NAV per Share (Non-GAAP) (%)

Recent Developments

On January 1, 2025, Grayscale Investments, LLC (“GSI”) consummated an internal corporate reorganization (the “Reorganization”), pursuant to which Grayscale Investments, LLC, the Sponsor of the Trust prior to the Reorganization, merged with and into Grayscale Operating, LLC (“GSO”), a Delaware limited liability company and a wholly owned indirect subsidiary of DCG, with GSO continuing as the surviving company (the “Merger”).

As a result of the Merger, GSO succeeded by operation of law to all the rights, powers, privileges and franchises and became subject to all of the obligations, liabilities, restrictions and disabilities of GSI, including with respect to the Sponsor Contracts (as defined below), all as provided under the Delaware Limited Liability Company Act.

The Reorganization is not expected to have any material impact on the operations of the Trust.

In connection with the Reorganization, on January 1, 2025, and promptly following the effectiveness of the Merger, GSO assigned certain contracts pertaining to its role as Sponsor (as such term is defined in the Trust Agreement) of the Trust (such contracts, the “Sponsor Contracts”) to Grayscale Investments Sponsors, LLC, a Delaware limited liability company and a wholly owned direct subsidiary of GSO (“GSIS”), whereby GSIS assumed all of the rights and obligations of GSO under the Sponsor Contracts.

Other than the assumption of the Sponsor Contracts by GSIS, the Reorganization does not alter the rights or obligations under any of the Sponsor Contracts.

In connection with the Reorganization, on January 1, 2025, and promptly following the effectiveness of the Merger, GSO and GSIS executed a Certificate of Admission, pursuant to which GSIS was admitted as an additional Sponsor of the Trust under the Trust Agreement, by and among GSO (as successor in interest to GSI), the Trustee, and the shareholders from time to time thereunder, as amended from time to time.

GSIS shall be subject to the rights and obligations of a Sponsor under the Trust Agreement.

On January 3, 2025, GSO voluntarily withdrew as a Sponsor of the Trust pursuant to the terms of the Trust Agreement, and, effective May 3, 2025, GSIS shall be the sole remaining Sponsor of the Trust.

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

What changed 10-K

Item 7. Management’s Discussion and Analysis