Item 2. Unregistered Sales of Equity Securities
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds
Purchases of equity securities by the issuer and affiliated purchasers —The table below sets forth information regarding open market purchases of Shares of Grayscale Bitcoin Trust ETF (NYSE Arca: GBTC) by Digital Currency Group, Inc. (“DCG”), the indirect parent company of the Sponsor, on a monthly basis during the three months ended March 31, 2025:
Period
(a) Total Number of Shares of GBTC Purchased
(b) Average Price Paid per Share of GBTC
(c) Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs ⁽¹⁾
(d) Approximate Dollar Value of Shares that May Yet Be Purchased Under the Plans or Programs ⁽¹⁾
(in millions)
January 1, 2025 - January 31, 2025
-
$
-
-
$
428.2
February 1, 2025 - February 28, 2025
-
-
-
428.2
March 1, 2025 - March 31, 2025
-
-
-
428.2
Total
-
$
-
-
$
428.2
(1) On March 10, 2021, 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. Subsequently, DCG authorized such purchase. On April 30, 2021, the Board approved the purchase by DCG of up to $750 million worth of Shares of the Trust. This increased DCG’s prior authorization to purchase up to $250 million work of Shares by $500 million. On October 20, 2021, the Board approved the purchase by DCG of up to $1 billion worth of Shares of the Trust. This increased DCG’s prior authorization to purchase up to $750 million worth of Shares by $250 million. On March 2, 2022, the Board approved the purchase by DCG, the parent company of the Sponsor, of up to an aggregate total of $200 million worth of Shares of the Trust and shares of any of the following five investment products the Sponsor also acts as the sponsor and manager of, including Grayscale Bitcoin Cash Trust (BCH) (OTCQX: BCHG), Grayscale Digital Large Cap Fund LLC (OTCQX: GDLC), Grayscale Ethereum Trust ETF (NYSE Arca: ETHE), Grayscale Ethereum Classic Trust (ETC) (OTCQX: ETCG), and Grayscale Stellar Lumens Trust (XLM) (OTCQX: GXLM). This increased DCG’s prior authorization to purchase up to $1 billion worth of Shares by up to a maximum of $200 million. Subsequently, DCG authorized such purchase. The Share purchase authorization does not obligate DCG to acquire any specific number of Shares in any period, and may be expanded, extended modified, or discontinued at any time. From March 10, 2021 through March 31, 2023, DCG purchased a total of $771.8 million worth of Shares of the Trust under this authorization. From October 1, 2022 through April 28, 2025, DCG had not purchased any Shares of the Trust under this authorization.
Although the Trust does not purchase Shares directly from its shareholders, in connection with its redemption of Baskets, the Trust redeemed 1,665 Baskets (16,650,000 Shares) during the quarter ended March 31, 2025:
Period
Total Number of Shares of GBTC Redeemed
Average Price Paid per Share of GBTC (1)
January 1, 2025 - January 31, 2025
6,810,000
$
78.19
February 1, 2025 - February 28, 2025
5,820,000
74.64
March 1, 2025 - March 31, 2025
4,020,000
66.94
Total
16,650,000
$
74.23
(1) The Price Paid per Share is based on the NAV per Share, which 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.
31
Item 3. Defaults Upon Senior Securities
None.
Item 4. Mine Safety Disclosures
Not applicable.
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