What changed in this filing

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Item 1. Financial Statements

2025-05-02 compared with 2024-11-01 · 129 added, 170 removed, 322 unchanged (48% of the section changed)

Financial Statements (Unaudited)

GRAYSCALE BITCOIN TRUST (BTC)

GRAYSCALE BITCOIN TRUST ETF

STATEMENTS OF ASSETS AND LIABILITIES (UNAUDITED)

(Amounts in thousands, except Share and per Share amounts)

September 30, 2024

March 31, 2025

December 31, 2024

Investment in Bitcoin, at fair value (cost $ 2,865,570 and $ 7,016,906 as of September 30, 2024 and December 31, 2023, respectively)

Investment in Bitcoin, at fair value (cost $ 2,925,780 and $ 2,941,518 as of March 31, 2025 and December 31, 2024, respectively)

Sponsor's Fee payable, related party

1 unchanged sentence

Shares issued and outstanding, no par value (unlimited Shares authorized)

Principal market net asset value per Share

Principal Market NAV per Share

See accompanying notes to the unaudited financial statements.

GRAYSCALE BITCOIN TRUST (BTC)

GRAYSCALE BITCOIN TRUST ETF

SCHEDULES OF INVESTMENT (UNAUDITED)

(Amounts in thousands, except quantity of Bitcoin and percentages)

September 30, 2024

March 31, 2025

Investment in Bitcoin

4 unchanged sentences

205,398.85921873

Total Investment

See accompanying notes to the unaudited financial statements.

GRAYSCALE BITCOIN TRUST (BTC)

GRAYSCALE BITCOIN TRUST ETF

STATEMENTS OF OPERATIONS (UNAUDITED)

(Amounts in thousands)

Three Months Ended September 30,

Nine Months Ended September 30,

Three Months Ended March 31,

Investment income:

2 unchanged sentences

Net investment loss

Net realized and unrealized gain (loss) from:

Net realized and unrealized (loss) gain from:

Net realized gain on investment in Bitcoin sold to pay expenses

Net realized gain on investment in Bitcoin sold for redemption of Shares

Net realized gain on investment in Bitcoin sold for Initial Distribution (Return of Capital) (1)

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

Net realized and unrealized gain (loss) on investment

Net increase (decrease) in net assets resulting from operations

(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 (BTC), completed on July 31, 2024, as discussed in Note 4.

Net change in unrealized appreciation on investment in Bitcoin

Net realized and unrealized (loss) gain on investment

Net (decrease) increase in net assets resulting from operations

See accompanying notes to the unaudited financial statements.

GRAYSCALE BITCOIN TRUST (BTC)

GRAYSCALE BITCOIN TRUST ETF

STATEMENTS OF CHANGES IN NET ASSETS (UNAUDITED)

(Amounts in thousands, except change in Shares outstanding)

Three Months Ended September 30,

Nine Months Ended September 30,

Increase (decrease) in net assets from operations:

Three Months Ended March 31,

(Decrease) increase in net assets from operations:

Net investment loss

1 unchanged sentence

Net realized gain on investment in Bitcoin sold for redemption of Shares

Net realized gain on investment in Bitcoin sold for Initial Distribution (Return of Capital) (1)

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

Net increase (decrease) in net assets resulting from operations

Net change in unrealized appreciation on investment in Bitcoin

Net (decrease) increase in net assets resulting from operations

Decrease in net assets from capital share transactions:

1 unchanged sentence

Shares redeemed

Return of Capital (1)

Net decrease in net assets resulting from capital share transactions

Total (decrease) increase in net assets from operations and capital share transactions

Total decrease in net assets from operations and capital share transactions

Beginning of period

8 unchanged sentences

Shares outstanding at end of period

See accompanying notes to the unaudited financial statements.

GRAYSCALE BITCOIN TRUST (BTC)

GRAYSCALE BITCOIN TRUST ETF

STATEMENTS OF CASH FLOWS (UNAUDITED)

(Amounts in thousands)

Nine Months Ended September 30, 2024 (1)

Three Months Ended March 31,

Cash provided by operating activities

Net increase in net assets resulting from operations

Adjustments to reconcile net increase (decrease) in net assets resulting from operations to net cash provided by (used in) operating activities:

Net (decrease) increase in net assets resulting from operations

Adjustments to reconcile net (decrease) increase in net assets resulting from operations to net cash provided by operating activities:

Purchases of Bitcoin

Proceeds from Bitcoin sold to pay redemptions and expenses

Net realized (gain) loss (2)

Net decrease in unrealized appreciation on investment in Bitcoin

Proceeds from Bitcoin sold to pay redemptions (1)

Proceeds from Bitcoin sold to pay expenses (1)

Net realized gain

Net change in unrealized appreciation on investment in Bitcoin

Change in operating assets and liabilities:

10 unchanged sentences

Transfer of Bitcoin to pay for Sponsor’s Fee

Supplemental disclosure of noncash financing activities

Transfer of Bitcoin used for Initial Distribution (Return of Capital) (2)

(1) No comparative financial statements have been provided, as the Trust did not hold any cash or cash equivalents prior to the Uplisting Date.

(2) 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 (BTC), completed on July 31, 2024, as discussed in Note 4.

(1) The proceeds collected by an Authorized Participant from the sale of Shares and the payments for Shares redeemed by an Authorized Participant do not correlate with the amounts in the Statement of Operations and the Statement of Changes in Net Assets for the period due to creations and redemptions occurring at the Index Price as defined in the Trust Agreement.

See accompanying notes to the unaudited financial statements.

GRAYSCALE BITCOIN TRUST (BTC)

GRAYSCALE BITCOIN TRUST ETF

NOTES TO THE UNAUDITED FINANCIAL STATEMENTS

Grayscale Bitcoin Trust (BTC) (the “Trust”) is a Delaware Statutory Trust that was formed on September 13, 2013 and commenced operations on September 25, 2013.

Grayscale Bitcoin Trust ETF (the “Trust”) is a Delaware Statutory Trust that was formed on September 13, 2013 and commenced operations on September 25, 2013.

In general, the Trust holds Bitcoin tokens (“Bitcoin”) and, from time to time, issues common units of fractional undivided beneficial interest (“Shares”) in exchange for Bitcoin.

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Effective January 11, 2024, the Trust creates and redeems Shares at such times and for such periods as determined by the Sponsor, but only in one or more whole “Baskets.” A Basket equals 10,000 Shares.

The creation of a Basket requires the delivery to the Trust of the amount of Bitcoins represented by one Share immediately prior to such creation multiplied by 10,000 .

The redemption of a Basket requires distribution by the Trust of the amount of Bitcoins represented by one Share immediately prior to such redemption multiplied by 10,000 .

The creation of a Basket requires the delivery to the Trust of the amount of Bitcoin (or cash to acquire such amount of Bitcoin) represented by one Share immediately prior to such creation multiplied by 10,000 .

The redemption of a Basket requires distribution by the Trust of the amount of Bitcoin represented by one Share immediately prior to such redemption multiplied by 10,000 .

The Trust may from time to time halt creations and redemptions for a variety of reasons, including in connection with forks, airdrops and other similar occurrences.

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, less the Trust’s expenses and other liabilities.

The Trust may also receive Incidental Rights and/or IR Virtual Currency as a result of the Trust’s investment in Bitcoin, in accordance with the terms of the Trust Agreement.

Incidental Rights are rights to claim, or otherwise establish dominion and control over, any virtual currency or other asset or right, which rights are incident to the Trust’s ownership of Bitcoin and arise without any action of the Trust, or of the Sponsor or Trustee on behalf of the Trust;

IR Virtual Currency is any virtual currency tokens, or other asset or right, received by the Trust through the exercise (subject to the applicable provisions of the Trust Agreement) of any Incidental Right.

On May 2, 2018 and July 29, 2019, the Sponsor delivered to the former custodian and the current Custodian (as defined below), respectively, on behalf of the Trust, a notice stating that the Trust is abandoning irrevocably for no direct or indirect consideration, effective immediately prior to each time at which the Trust creates Shares, all Incidental Rights and IR Virtual Currency to which it would otherwise be entitled as of such time.

On January 5, 2024, the Trust delivered a supplemental notice to the Prime Broker, the Custodian and Coinbase Credit, Inc.

providing that the Trust also will abandon irrevocably for no direct or indirect consideration, effective immediately prior to each time at which the Trust redeems Shares, all Incidental Rights or IR Virtual Currency to which it would otherwise be entitled as of such time.

The Sponsor has committed to cause the Trust not to take any Affirmative Action to acquire any Incidental Rights or IR Virtual Currency, thereby irrevocably abandoning any Incidental Rights and IR Virtual Currency to which the Trust may become entitled in the future.

Because the Sponsor has now committed to causing the Trust to irrevocably abandon all Incidental Rights and IR Virtual Currency to which the Trust otherwise would become entitled in the future, and causing the Trust not to take any Affirmative Actions, the Trust will not receive any direct or indirect consideration for the Incidental Rights or IR Virtual Currency and thus the value of the Shares will not reflect the value of the Incidental Rights or IR Virtual Currency.

In addition, in the event the Sponsor seeks to change the Trust’s policy with respect to Incidental Rights or IR Virtual Currency, an application would need to be filed with the SEC by NYSE Arca seeking approval to amend its listing rules to permit the Trust to distribute the Incidental Rights or IR Virtual Currency in-kind to an agent of the shareholders for resale by such agent.

Grayscale Investments, LLC (“Grayscale” or the “Sponsor”) acts as the Sponsor of the Trust and is a wholly owned subsidiary of Digital Currency Group, Inc.

Grayscale Investments, LLC (“GSI”), the sponsor of the Trust before January 1, 2025, Grayscale Operating, LLC (“GSO”), the co-sponsor of the Trust from January 1, 2025 to May 3, 2025, and Grayscale Investments Sponsors, LLC (“GSIS”), the co-sponsor of the Trust from January 1, 2025 to May 3, 2025 and the sole remaining sponsor thereafter (each of GSI, GSO and GSIS, the “Sponsor”, as the context may require, and GSO and GSIS, together, the “Co-Sponsors”) are each an indirect wholly owned subsidiary of Digital Currency Group, Inc.

The Sponsor is responsible for the day-to-day administration of the Trust pursuant to the provisions of the Trust Agreement.

Grayscale is responsible for preparing and providing annual and quarterly reports on behalf of the Trust to investors and is also responsible for selecting and monitoring the Trust’s service providers.

As partial consideration for the Sponsor’s services, the Trust pays Grayscale a Sponsor’s Fee as discussed in Note 7.

The Sponsor also acts as the sponsor and manager of other investment products including Grayscale Aave Trust (AAVE), Grayscale Avalanche Trust (AVAX), Grayscale Basic Attention Token Trust (BAT) (OTCQB:

GBAT), Grayscale Bitcoin Cash Trust (BCH) (OTCQX:

BCHG), Grayscale Bitcoin Mini Trust (BTC) (NYSE Arca:

BTC), Grayscale Bittensor Trust (TAO), Grayscale Chainlink Trust (LINK) (OTCQX:

GLNK), Grayscale Decentraland Trust (MANA) (OTCQX:

MANA), Grayscale Ethereum Trust (ETH) (NYSE Arca:

ETHE), Grayscale Ethereum Classic Trust (ETC) (OTCQX:

ETCG), Grayscale Ethereum Mini Trust (ETH) (NYSE Arca:

ETH), Grayscale Filecoin Trust (FIL) (OTC Markets:

FILG), Grayscale Horizen Trust (ZEN) (OTCQX:

HZEN), Grayscale Litecoin Trust (LTC) (OTCQX:

LTCN), Grayscale Livepeer Trust (LPT) (OTCQX:

GLIV), Grayscale MakerDao Trust (MKR), Grayscale NEAR Trust (NEAR), Grayscale Solana Trust (SOL) (OTCQX:

GSOL), Grayscale Stacks Trust (STX), Grayscale Stellar Lumens Trust (XLM) (OTCQX:

GXLM), Grayscale Sui Trust (SUI), Grayscale XRP

Trust, Grayscale Zcash Trust (ZEC) (OTCQX:

ZCSH), Grayscale Decentralized AI Fund LLC, Grayscale Decentralized Finance (DeFi) Fund LLC (OTCQB:

DEFG), Grayscale Digital Large Cap Fund LLC (OTCQX:

GDLC), and Grayscale Smart Contract Platform Ex Ethereum (ETH) Fund LLC, each of which is an affiliate of the Trust.

The following investment products sponsored or managed by the Sponsor are SEC reporting companies with their shares registered pursuant to Section 12(g) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”):

Grayscale Bitcoin Cash Trust (BCH), Grayscale Ethereum Classic Trust (ETC), Grayscale Horizen Trust (ZEN), Grayscale Litecoin Trust (LTC), Grayscale Stellar Lumens Trust (XLM), Grayscale Zcash Trust (ZEC), and Grayscale Digital L arge Cap Fund LLC.

Prior to January 11, 2024, shares of the Trust were also registered pursuant to Section 12(g) of the Exchange Act.

The following investment products sponsored by the Sponsor are also SEC reporting companies with their shares registered pursuant to Section 12(b) of the Exchange Act:

Grayscale Ethereum Trust (ETH), Grayscale Ethereum Mini Trust (ETH), and Grayscale Bitcoin Mini Trust (BTC).

Grayscale Advisors, LLC, a Registered Investment Advisor and an affiliate of the Sponsor, is the advisor to the Grayscale Future of Finance (NYSE Arca:

GFOF) product.

The Sponsor is responsible for preparing and providing annual and quarterly reports on behalf of the Trust to investors and is also responsible for selecting and monitoring the Trust’s service providers.

As partial consideration for the Sponsor’s services, the Trust pays the Sponsor a Sponsor’s Fee as discussed in Note 7.

The Sponsor also acts as the sponsor and manager of other single-asset and diversified investment products, each of which is an affiliate of the Trust.

Information related to the affiliated investment products can be found on the Sponsor’s website at www.grayscale.com/resources/regulatory-filings.

Any information contained on or linked from such website is not part of nor incorporated by reference into these unaudited financial statements.

Several of the affiliated investments products are SEC reporting companies with their shares registered pursuant to Section 12(g) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”).

In addition, the following affiliated investment products are also SEC reporting companies with their shares registered pursuant to Section 12(b) of the Exchange Act:

Grayscale Ethereum Trust ETF, Grayscale Ethereum Mini Trust ETF, and Grayscale Bitcoin Mini Trust ETF.

Authorized Participants of the Trust are the only entities who may place orders to create or redeem Baskets.

Grayscale Securities, LLC (“Grayscale Securities” or, in such capacity, an “Authorized Participant”), a registered broker-dealer and wholly owned subsidiary of the Sponsor, was the only Authorized Participant from October 3, 2022 through January 10, 2024.

Grayscale Securities, LLC (“Grayscale Securities” or, in such capacity, an “Authorized Participant”), a registered broker-dealer and affiliate of the Sponsor, was the only Authorized Participant from October 3, 2022 through January 10, 2024.

On or after January 10, 2024, the Sponsor, on behalf of the Trust, and the Transfer Agent entered into Participant Agreements with a number of unaffiliated Authorized Participants in connection with the approval of NYSE Arca’s application under Rule 19b-4 of the Exchange Act, and the Trust has also since engaged other Authorized Participants.

2 unchanged sentences

Additional Authorized Participants may be added at any time, subject to the discretion of the Sponsor.

Liquidity Providers facilitate the purchase and sale of Bitcoins in connection with cash orders for creations or redemptions of Baskets.

The Liquidity Providers with which Grayscale Investments, LLC, acting in its capacity as the “Liquidity Engager,” will engage in Bitcoin transactions are third parties that are not affiliated with the Sponsor or the Trust and are not acting as agents of the Trust, the Sponsor, or any Authorized Participant, and all transactions will be done on an arms-length basis.

Except for the contractual relationships between each Liquidity Provider and Grayscale Investments, LLC in its capacity as the Liquidity Engager, there is no contractual relationship between each Liquidity Provider and the Trust, the Sponsor, or any Authorized Participant.

Liquidity Providers facilitate the purchase and sale of Bitcoin in connection with cash orders for creations or redemptions of Baskets.

The Liquidity Providers with which GSIS, acting in its capacity as the “Liquidity Engager,” will engage in Bitcoin transactions are third parties that are not affiliated with the Sponsor or the Trust and are not acting as agents of the Trust, the Sponsor, or any Authorized Participant, and all transactions will be done on an arms-length basis.

Except for the contractual relationships between each Liquidity Provider and GSIS in its capacity as the Liquidity Engager, there is no contractual relationship between each Liquidity Provider and the Trust, the Sponsor, or any Authorized Participant.

The Liquidity Engager may engage additional Liquidity Providers who are unaffiliated with the Trust in the future.

8 unchanged sentences

and (4) make periodic reports to the Trust.

Effective January 11, 2024, the co-transfer agent for the Trust (the “Co-Transfer Agent”) is Continental Stock Transfer & Trust Company.

The co-transfer agent for the Trust (the “Co-Transfer Agent”) is Continental Stock Transfer & Trust Company.

The administrator for the Trust (the “Administrator”) is BNY Mellon Asset Servicing, a division of The Bank of New York Mellon.

2 unchanged sentences

The marketing agent for the Trust (the “Marketing Agent”) is Foreside Fund Services, LLC.

Effective January 10, 2024, the Marketing Agent provides the following services to the Sponsor:

The Marketing Agent provides the following services to the Sponsor:

(i) assist the Sponsor in facilitating Participation Agreements between and among Authorized Participants, the Sponsor, on behalf of the Trust, and the Transfer Agent;

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On March 25, 2015, the Trust received notice that its Shares were qualified for public trading on the OTCQX Best Market ® (“OTCQX”) of OTC Markets Group Inc.

Until January 10, 2024, the Trust’s trading symbol on OTCQX was “GBTC.” On January 10, 2024, the

SEC approved an application under Rule 19b-4 of the Exchange Act by NYSE Arca to list the Shares of the Trust.

Until January 10, 2024, the Trust’s trading symbol on OTCQX was “GBTC.” On January 10, 2024, the SEC approved an application under Rule 19b-4 of the Exchange Act by NYSE Arca to list the Shares of the Trust.

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 (File No.

The Trust’s trading symbol on NYSE Arca is “GBTC” and the CUSIP number for its Shares is 389637109.

The Trust may also receive Incidental Rights and/or IR Virtual Currency as a result of the Trust’s investment in Bitcoin, in accordance with the terms of the Trust Agreement.

On January 5, 2024, the Trust delivered a supplemental notice to the Prime Broker, the Custodian and Coinbase Credit, Inc.

Summary of Significant Accounting Policies

In the opinion of management of the Sponsor of the Trust, all adjustments (which include normal recurring adjustments) necessary to present fairly the financial position as of September 30, 2024 and December 31, 2023 and results of operations for the three and nine months ended September 30, 2024 and 2023 have been made.

In the opinion of management of the Sponsor of the Trust, all adjustments (which include normal recurring adjustments) necessary to present fairly the financial position as of March 31, 2025 and December 31, 2024 and results of operations for the three months ended March 31, 2025 and 2024 have been made.

The results of operations for the periods presented are not necessarily indicative of the results of operations expected for the full year.

These unaudited financial statements should be read in conjunction with the audited financial statements for the year ended December 31, 2023 included in the Trust’s Annual Report on Form 10-K.

Certain prior period information has been updated to conform to the current period financial statement presentation without a material change to the Statements of Assets and Liabilities.

The presentation update has no effect on the Trust’s financial position as previously reported.

These unaudited financial statements should be read in conjunction with the audited financial statements for the year ended December 31, 2024 included in our Annual Report.

The following is a summary of significant accounting policies followed by the Trust:

6 unchanged sentences

The Trust conducts its transactions in Bitcoin, including receiving Bitcoin for the creation of Shares and delivering Bitcoin for the redemption of Shares and for the payment of the Sponsor’s Fee.

The Sponsor will determine the Trust’s net asset value (“NAV”) on each business day as of 4:00 p.m., New York time, or as soon thereafter as practicable.

Cash and Cash Equivalents

22 unchanged sentences

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

19 unchanged sentences

(Amounts in thousands)

September 30, 2024

March 31, 2025

Investment in Bitcoin

3 unchanged sentences

Investment in Bitcoin

Recently Issued Accounting Pronouncements

In December 2023, the FASB issued Accounting Standards Update (“ASU”) 2023-08, Intangibles—Goodwill and Other—Crypto Assets (Subtopic 350-60):

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

ASU 2023-08 is intended to improve the accounting for certain crypto assets by requiring an entity to measure those crypto assets at fair value each reporting period with changes in fair value recognized in net income.

The amendments also improve the information provided to investors about an entity’s crypto asset holdings by requiring disclosure about significant holdings, contractual sale restrictions, and changes during the reporting period.

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

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

The Trust adopted this new guidance on January 1, 2024, with no material impact on its financial statements and disclosures as the Trust historically used fair value as its method of accounting for Bitcoin in accordance with its classification as an investment company for accounting purposes.

Segment Reporting

The Chief Executive Officer and Chief Financial Officer of the Sponsor act as the Trust’s chief operating decision maker (“CODM”).

The Trust represents a single operating segment, as the CODM monitors the operating results of the Trust as a whole and the Trust’s passive investment objective is pre-determined in accordance with the terms of the Trust Agreement.

The financial information in the form of the Trust’s total returns, expense ratios and changes in net assets (i.e., changes in net assets resulting from operations and capital share transactions), which are used by the CODM to assess the segment’s performance, are consistent with that presented within the Trust’s financial statements.

Segment assets are reflected on the accompanying Statements of Assets and Liabilities as Total assets and the only significant segment expense, the Sponsor’s fee, related party, is included in the accompanying Statements of Operations.

Fair Value of Bitcoin

Bitcoin is held by the Custodian on behalf of the Trust and is carried at fair value.

As of September 30, 2024 and December 31, 2023, the Trust held 221,191.32658883 and 619,525.92917020 Bitcoin, respectively.

The Trust determined the fair value per Bitcoin to be $ 63,464.76 and $ 42,533.28 on September 30, 2024 and December 31, 2023, respectively, using the price provided at 4:00 p.m., New York time, by the Digital Asset Trading Platform Market considered to be the Trust’s principal market (Coinbase).

As of March 31, 2025 and December 31, 2024, the Trust held 193,442.23018809 and 205,398.85921873 Bitcoin, respectively.

The Trust determined the fair value per Bitcoin to be $ 82,443.85 and $ 93,390.22 on March 31, 2025 and December 31, 2024, respectively, using the price provided at 4:00 p.m., New York time, by the Digital Asset Trading Platform Market considered to be the Trust’s principal market (Coinbase).

The following represents the changes in quantity of Bitcoin and the respective fair value:

3 unchanged sentences

Bitcoin contributed

11,073.66100720

Bitcoin redeemed

( 393,594.77212630

Bitcoin distributed for Initial Distribution (Return of Capital) (1)

( 26,935.83753443

Bitcoin distributed for Sponsor’s Fee, related party

1 unchanged sentence

Net change in unrealized appreciation on investment in Bitcoin

Net realized gain on investment in Bitcoin

Ending balance as of December 31, 2023

619,525.92917020

(Amounts in thousands, except Bitcoin amounts)

Beginning balance as of January 1, 2024

Net realized gain on investment in Bitcoin sold to pay expenses

Net realized gain on investment in Bitcoin sold for redemption of Shares

Net realized gain on investment in Bitcoin sold for Return of Capital (1)

Balance at December 31, 2024

205,398.85921873

3 unchanged sentences

( 13,185.34046936

Bitcoin distributed for Initial Distribution (Return of Capital) (1)

( 26,935.83753443

Bitcoin distributed for Sponsor’s Fee, related party

( 737.01795515

Net change in unrealized depreciation on investment in Bitcoin

Net change in unrealized appreciation on investment in Bitcoin

Net realized gain on investment in Bitcoin sold to pay expenses

Net realized gain on investment in Bitcoin sold for redemption of Shares

Net realized gain on investment in Bitcoin sold for Return of Capital (1)

Ending balance as of September 30, 2024

Ending balance as of March 31, 2025

193,442.23018809

The Initial Distribution to the Grayscale Bitcoin Mini Trust (BTC)

On July 19, 2024 , the Sponsor of the Trust issued a press release announcing that the Sponsor, at the direction of its board of directors, declared a pro rata distribution on the Shares of the Trust, pursuant to which each holder of Shares as of 4:00 PM ET on July 30, 2024 (the “Record Date,” and such holders, the “GBTC Record Holders”) was entitled to receive shares (the “BTC Shares”) of Grayscale Bitcoin Mini Trust (BTC) (the “BTC Trust”), a Delaware statutory trust sponsored by the Sponsor, in connection with its previously announced initial creation and distribution of BTC Shares (such transactions collectively, the “Initial Distribution”), as described in a definitive information statement on Schedule 14C filed with the Securities and Exchange Commission on July 30, 2024.

In the Initial Distribution, the Trust contributed approximately 10 % of the Bitcoin that it held as of 4:00 PM ET on the Record Date to the BTC Trust, and each GBTC Record Holder was entitled to receive BTC Shares pro rata based on a 1 :1 ratio, such that for each one (1) GBTC Share held by a GBTC Record Holder, such GBTC Record Holder was entitled to receive one (1) BTC Share on the Distribution Date.

In connection therewith, on July 31, 2024, the Trust completed its previously announced pro rata distribution of 303,690,100 shares of the BTC Trust to shareholders of the Trust as of 4:00 PM ET on the Record Date and contributed to the BTC Trust an amount of Bitcoin equal to approximately 10 % of the total Bitcoin held by the Trust as of the Record Date, equal to 26,935.83753443 Bitcoin with a value of $ 1,756,821,047 , as consideration and in exchange for 303,690,100 shares of the BTC Trust at $ 5.78 per share.

For the three months ended September 30, 2024 , the Trust recognized a gain of $ 1,410,877,294 in connection with the Initial Distribution, which is included in net realized gain on investment in Bitcoin sold for redemption of Shares on the Statement of Operations.

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.

(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.

The Initial Distribution to the Grayscale Bitcoin Mini Trust ETF

On July 19, 2024 , the Sponsor of the Trust at the direction of its board of directors, declared a pro rata distribution on the Shares of the Trust, pursuant to which each holder of Shares as of 4:00 PM ET on July 30, 2024 (the “Record Date”) was entitled to receive shares (the “BTC Shares”) of Grayscale Bitcoin Mini Trust ETF (the “BTC Trust”), a Delaware statutory trust sponsored by the Sponsor, in connection with its previously announced initial creation and distribution of BTC Shares (such transactions collectively, the “Initial Distribution”).

On July 31, 2024, the Trust completed its previously announced pro rata distribution of 303,690,100 shares of the BTC Trust to shareholders of the Trust as of the Record Date and contributed to the BTC Trust an amount of Bitcoin equal to approximately 10 % of the total Bitcoin held by the Trust as of the Record Date, equal to 26,935.83753443 Bitcoin with a value of $ 1,756,821,047 , as consideration and in exchange for 303,690,100 shares of the BTC Trust at $ 5.78 per share.

Creations and Redemptions of Shares

At September 30, 2024 and December 31, 2023, there were an unlimited number of Shares authorized by the Trust.

At March 31, 2025 and December 31, 2024 , there were an unlimited number of Shares authorized by the Trust.

The Trust creates and redeems Shares from time to time, but only in one or more Baskets.

2 unchanged sentences

dollar value of accrued but unpaid fees and expenses of the Trust, by (y) the number of Shares outstanding at such time and multiplying the quotient obtained by 10,000.

Each Share represented approximately 0.0008 and 0.0009 of one Bitcoin at September 30, 2024 and December 31, 2023, respectively.

The decrease in the amount of Bitcoin represented by each Share is primarily a result of the Initial Distribution and the periodic withdrawal of Bitcoin to pay the Sponsor’s Fee.

Each Share represented approximately 0.0008 of one Bitcoin at March 31, 2025 and December 31, 2024.

The decrease in the amount of Bitcoin represented by each Share is primarily a result of the periodic withdrawal of Bitcoin to pay the Sponsor’s Fee.

The cost basis of investments in Bitcoin recorded by the Trust is the fair value of Bitcoin, as determined by the Trust, at 4:00 p.m., New York time, on the date of transfer to the Trust by the Authorized Participant, or Liquidity Provider, based on the Creation Baskets.

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Ultimately, on January 10, 2024, the SEC approved NYSE Arca’s 19b-4 application to list the Shares of the Trust on NYSE Arca as an exchange-traded product and in connection with the approval of the 19b-4 Application, the Sponsor authorized the commencement of a redemption program.

Three Months Ended September 30,

Nine Months Ended September 30,

Three Months Ended March 31,

Activity in Number of Shares Issued and Redeemed:

4 unchanged sentences

( 316,400,000

Three Months Ended September 30,

Nine Months Ended September 30,

Three Months Ended March 31,

(Amounts in thousands)

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Shares redeemed

Return of Capital (1)

Net Change in Value of Shares Issued and Redeemed

Bitcoin receivable represents the value of Bitcoin covered by contractually binding orders for the creation of Shares where the Bitcoin has not yet been transferred to the Trust’s account.

Generally, ownership of the Bitcoin is transferred within no more than two business days of the trade date.

As of September 30,

As of March 31,

(Amounts in thousands)

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Generally, ownership of the Bitcoin is transferred within no more than two business days of the trade date.

As of September 30,

As of March 31,

(Amounts in thousands)

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federal income tax.

Rather, if the Trust is a grantor trust, each beneficial owner of Shares will be treated as directly owning its pro rata Share of the Trust’s assets and a pro rata portion of the Trust’s income, gain, losses and deductions will “flow through” to each beneficial owner of Shares.

Rather, if the Trust is a grantor trust, each beneficial owner of Shares will be treated as directly owning its pro rata Share of the Trust’s assets and a pro rata portion of the Trust’s income, gains, losses and deductions will “flow through” to each beneficial owner of Shares.

If the Trust were not properly classified as a grantor trust, the Trust might be classified as a partnership for U.S.

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In accordance with U.S.

GAAP, the Trust has defined the threshold for recognizing the benefits of tax return positions in the financial statements as “more-likely-than-not” to be sustained by the applicable taxing authority and requires measurement of a tax position meeting the “more-likely-than-not” threshold, based on the largest benefit that is more than 50% likely to be realized.

GAAP, the Trust has defined the threshold for recognizing the benefits of tax positions in the financial statements as “more-likely-than-not” to be sustained by the applicable taxing authority and requires measurement of a tax position meeting the “more-likely-than-not” threshold, based on the largest benefit that is more than 50% likely to be realized.

Tax positions not deemed to meet the “more-likely-than-not” threshold are recorded as a tax benefit or expense in the current period.

As of, and during the periods ended September 30, 2024 and December 31, 2023, the Trust did not have a liability for any unrecognized tax amounts.

As of, and during the periods ended March 31, 2025 and December 31, 2024, the Trust did not have a liability for any unrecognized tax amounts.

However, the Sponsor’s conclusions concerning its determination of “more-likely-than-not” tax positions may be subject to review and adjustment at a later date based on factors including, but not limited to, further implementation guidance, and ongoing analyses of and changes to tax laws, regulations and interpretations thereof.

The Sponsor of the Trust has evaluated whether or not there are uncertain tax positions that require financial statement recognition and has determined that no reserves for uncertain tax positions related to federal, state and local income taxes existed as of September 30, 2024 or December 31, 2023 .

Related Parties

The Trust considered the following entities, their directors, and certain employees to be related parties of the Trust as of September 30, 2024:

DCG, Grayscale and Grayscale Securities.

As of September 30, 2024 and December 31, 2023, 126,759 and 131,794 Shares of the Trust were held by related parties of the Trust, respectively.

Genesis Global Trading, Inc.

filed a certificate of dissolution during the three months ended September 30, 2024, and has therefore been removed from the list of related parties.

The Sponsor’s indirect parent, an affiliate of the Trust, holds a minority interest in Coinbase, Inc., the parent company of the Custodian, that represents less than 1.0 % of Coinbase, Inc.’s ownership.

The Trust considered the following entities, their directors, and certain employees to be related parties of the Trust as of March 31, 2025:

DCG, GSO, GSIS and Grayscale Securities.

As of March 31, 2025 and December 31, 2024, 121,509 Shares of the Trust were held by related parties of the Trust.

On January 9, 2024, the Sponsor and the Trustee entered into Amendment No.

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dollar value of Bitcoin is determined by reference to the Digital Asset Trading Platform Market that the Trust considers its principal market as of 4:00 p.m., New York time, on each valuation date.

The Trust held no Incidental Rights or IR Virtual Currency as of September 30, 2024 and December 31, 2023.

No Incidental Rights

or IR Virtual Currencies have been distributed in payment of the Sponsor’s Fee during the three and nine months ended September 30, 2024 and 2023.

The Trust held no Incidental Rights or IR Virtual Currency as of March 31, 2025 and December 31, 2024.

No Incidental Rights or IR Virtual Currencies have been distributed in payment of the Sponsor’s Fee during the three months ended March 31, 2025 and 2024.

As partial consideration for receipt of the Sponsor’s Fee, the Sponsor is obligated under the Trust Agreement to assume and pay all fees and other expenses incurred by the Trust in the ordinary course of its affairs, excluding taxes, but including marketing fees;

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printing and mailing costs;

the costs of maintaining the Trust’s website and applicable license fees (together, the “Sponsor-paid Expenses”), provided that any expense that qualifies as an Additional Trust Expense will be deemed to be an Additional Trust Expense and not a Sponsor-paid Expense.

the costs of maintaining the Trust’s

website and applicable license fees (together, the “Sponsor-paid Expenses”), provided that any expense that qualifies as an Additional Trust Expense will be deemed to be an Additional Trust Expense and not a Sponsor-paid Expense.

The Trust may incur certain extraordinary, non-recurring expenses that are not Sponsor-paid Expenses, including, but not limited to, 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 or the interests of shareholders, any indemnification of the Custodian or other agents, service providers or counterparties of the Trust, the fees and expenses related to the listing, quotation or trading of the Shares on any secondary market (including legal, marketing and audit fees and expenses) to the extent exceeding $ 600,000 in any given fiscal year and extraordinary legal fees and expenses, including any legal fees and expenses incurred in connection with litigation, regulatory enforcement or investigation matters (collectively “Additional Trust Expenses”).

In such circumstances, the Sponsor or its delegate (i) will instruct the Custodian to withdraw from the Vault Balance Bitcoins in such quantity as may be necessary to permit payment of such Additional Trust Expenses and (ii) may either (x) cause the Trust (or its delegate) to convert such Bitcoins into U.S.

dollars or other fiat currencies at the Actual Exchange Rate or (y) when the Sponsor incurs such expenses on behalf of the Trust, cause the Trust (or its delegate) to deliver such Bitcoins in kind to the Sponsor, in each case in such quantity as may be necessary to permit payment of such Additional Trust Expenses.

For the three months ended September 30, 2024 and 2023, the Trust incurred Sponsor’s Fees of $ 55,760,112 and $ 88,406,944 , respectively.

For the nine months ended September 30, 2024 and 2023, the Trust incurred Sponsor’s Fees of $ 222,643,998 and $ 247,092,719 , respectively.

As of September 30, 2024 and December 31, 2023 , there were no accrued and unpaid Sponsor’s Fees.

In such circumstances, the Sponsor or its delegate (i) will instruct the Custodian to withdraw from the Vault Balance Bitcoin in such quantity as may be necessary to permit payment of such Additional Trust Expenses and (ii) may either (x) cause the Trust (or its delegate) to convert such Bitcoin into U.S.

dollars or other fiat currencies at the Actual Exchange Rate or (y) when the Sponsor incurs such expenses on behalf of the Trust, cause the Trust (or its delegate) to deliver such Bitcoin in kind to the Sponsor, in each case in such quantity as may be necessary to permit payment of such Additional Trust Expenses.

For the three months ended March 31, 2025 and 2024, the Trust incurred Sponsor’s Fees of $ 68,938,532 and $ 94,877,619 , respectively.

As of March 31, 2025 and December 31, 2024 , there were no accrued and unpaid Sponsor’s Fees.

In addition, the Sponsor may pay Additional Trust Expenses on behalf of the Trust, which are reimbursable by the Trust to the Sponsor.

For the three and nine months ended September 30, 2024 and 2023 the Sponsor did no t pay any Additional Trust Expenses on behalf of the Trust.

For the three months ended March 31, 2025 and 2024 the Sponsor did no t pay any Additional Trust Expenses on behalf of the Trust.

On March 10, 2021, the Board of the Sponsor (the “Board”) approved the purchase by DCG, the indirect parent company of the Sponsor, of up to $ 250 million worth of Shares of the Trust.

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BCHG), Grayscale Digital Large Cap Fund LLC (OTCQX:

GDLC), Grayscale Ethereum Trust (ETH) (NYSE Arca:

GDLC), Grayscale Ethereum Trust ETF (NYSE Arca:

ETHE), Grayscale Ethereum Classic Trust (ETC) (OTCQX:

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From March 10, 2021 through September 30, 2022, DCG purchased a total of $ 771.8 million worth of Shares of the Trust under this authorization.

From October 1, 2022 through September 30, 2024, DCG did not purchase any Shares of the Trust under this authorization.

From October 1, 2022 through March 31, 2025, DCG had not purchased any Shares of the Trust under this authorization

As previously described in Note 4, on July 31, 2024, the Trust completed its previously announced pro rata distribution of 303,690,100 shares of the BTC Trust to shareholders of the Trust as of 4:00 PM ET on the Record Date and contributed to the BTC Trust an amount of Bitcoin equal to approximately 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.

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The Principal Market NAV of the Trust, calculated by reference to the principal market price in accordance with U.S.

GAAP, relates primarily to the value of Bitcoin held by the Trust, and fluctuations in the price of Bitcoin could materially and adversely affect an investment in the Shares of the Trust.

GAAP, relates primarily to the value of the Bitcoin held by the Trust, and fluctuations in the price of Bitcoin could materially and adversely affect an investment in the Shares of the Trust.

The price of Bitcoin has a limited history.

During such history, Bitcoin prices have been volatile and subject to influence by many factors, including the levels of liquidity.

If the Digital Asset Markets continue to experience significant price fluctuations, the Trust may experience losses.

If Digital Asset Markets continue to experience significant price fluctuations, the Trust may experience losses.

Several factors may affect the price of Bitcoin, including, but not limited to, global Bitcoin supply and demand, theft of Bitcoin from global trading platforms or vaults, competition from other forms of digital currency or payment services, global or regional political, economic or financial conditions, and other unforeseen events and situations.

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Further, transactions in Bitcoin are irrevocable.

Stolen or incorrectly transferred Bitcoin may be irretrievable.

incorrectly transferred Bitcoin may be irretrievable.

As a result, any incorrectly executed Bitcoin transactions could adversely affect an investment in the Shares.

The SEC has stated that certain digital assets may be considered “securities” under the federal securities laws.

The SEC, at least under the prior administration, has stated that certain digital assets may be considered “securities” under the federal securities laws.

The test for determining whether a particular digital asset is a “security” is complex and difficult to apply, and the outcome is difficult to predict.

Public, though non-binding, statements by senior officials at the SEC have indicated that the SEC did not consider Bitcoin or Ether to be securities, and does not currently consider Bitcoin to be a security.

A number of SEC and SEC staff actions with respect to a variety of digital assets demonstrate this difficulty.

For example, public, though non-binding, statements by senior officials at the SEC have indicated that the SEC did not consider Bitcoin or Ether to be securities, and does not currently consider Bitcoin to be a security.

In addition, the SEC appears to have implicitly taken the view that Ether is not a security (i) by not objecting to Ether futures trading on Commodity Futures Trading Commission-regulated markets under rules designed for futures on non-security commodity underliers and (ii) by approving the listing and trading of exchange-traded products (“ETPs”) that invest in Ether (i.e., approving the redemption of shares of such ETPs) under the rules for commodity-based trust shares, without requiring these ETPs to be registered as investment companies.

Likewise, in various courts filings and arguments the SEC has distinguished Ether from assets that it claimed were securities, and in judicial opinions, courts have accepted or even assumed that Ether is not a security.

Moreover, in a recent settlement with another market participant relating to allegations that it acted as an unregistered broker-dealer for facilitating trading in certain digital assets, the SEC highlighted that the firm would cease trading in all digital assets other than Bitcoin, Bitcoin Cash and Ether—activity that, if the SEC believed Ether was presently a security—would continue to constitute unregistered brokerage activity.

The SEC staff has also provided informal assurances via no-action letter to a handful of promoters that their digital assets are not securities.

On the other hand, the SEC has brought enforcement actions against the issuers and promoters of several other digital assets on the basis that the digital assets in question are securities.

Moreover, the SEC’s Division of Corporation Finance has published statements that it does not consider, under certain circumstances, “meme coins” or some stablecoins to be securities.

However, such statements may be withdrawn at any time without notice and comment by the Division of Corporation Finance at the SEC or the SEC itself.

In addition, the SEC has brought enforcement actions against the issuers and promoters of several other digital assets on the basis that the digital assets in question are securities.

Even though the Trust only holds Bitcoin, these developments demonstrate the difficulty in applying the federal securities laws to digital assets generally, including Bitcoin.

In January 2025, the SEC launched a crypto task force dedicated to developing a comprehensive and clear regulatory framework for digital assets led by Commissioner Hester Peirce.

Subsequently, Commissioner Peirce announced a list of specific priorities to further that initiative, which included pursuing final rules related to a digital asset’s security status, a revised path to registered offerings and listings for digital assets-based investment vehicles, and clarity regarding digital asset custody, lending, and staking.

However, the efforts of the crypto task force have only just begun, and how or whether the SEC regulates digital asset activity in the future remains to be seen.

If Bitcoin is determined to be a “security” under federal or state securities laws by the SEC or any other agency, or in a proceeding in a court of law or otherwise, it may have material adverse consequences for Bitcoin.

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Financial Highlights Per Share Performance

Three Months Ended September 30,

Nine Months Ended September 30,

Three Months Ended March 31,

Per Share Data:

Principal market net asset value, beginning of period

Principal Market NAV, beginning of period

Net (decrease) increase in net assets from investment operations:

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Net (decrease) increase in net assets resulting from operations

Principal market net asset value, end of period

Total return (1)

Principal Market NAV, end of period

Ratios to average net assets:

Net investment loss

(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 (BTC), completed on July 31, 2024, as discussed in Note 4.

Ratios of net investment loss and expenses to average net assets have been annualized.

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Subsequent Events

As of the close of business on October 28, 2024 , the fair value of Bitcoin determined in accordance with the Trust’s accounting policy was $ 69,616.92 per Bitcoin.

On October 24, 2024, the Sponsor of the Trust announced its intention to change the name of the Trust to Grayscale Bitcoin Trust ETF, effective November 4, 2024.

In connection with the name change the Sponsor plans to amend the Seventh Amended and Restated Declaration of Trust and Trust Agreement, as amended, to reflect the name change, also effective November 4, 2024.

Trading under the new name is expected to begin on November 4, 2024.

Following effectiveness of the name change, Shares of the Trust will continue to trade on NYSE Arca under the trading symbol “GBTC”.

As of the close of business on April 28, 2025 , the fair value of Bitcoin determined in accordance with the Trust’s accounting policy was $ 94,813.63 per Bitcoin.

There are no known events that have occurred that require disclosure other than that which has already been disclosed in these notes to the 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