What changed in this filing

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Item 1. Financial Statements

2025-08-01 compared with 2025-05-02 · 59 added, 50 removed, 401 unchanged (21% of the section changed)

3 unchanged sentences

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

March 31, 2025

June 30, 2025

December 31, 2024

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

Investment in Bitcoin, at fair value (cost $ 2,934,730 and $ 2,941,518 as of June 30, 2025 and December 31, 2024, respectively)

Sponsor's Fee payable, related party

6 unchanged sentences

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

March 31, 2025

June 30, 2025

Investment in Bitcoin

9 unchanged sentences

(Amounts in thousands)

Three Months Ended March 31,

Three Months Ended June 30,

Six Months Ended June 30,

Investment income:

2 unchanged sentences

Net investment loss

Net realized and unrealized (loss) gain from:

Net realized and unrealized gain (loss) from:

Net realized gain on investment in Bitcoin sold to pay expenses

1 unchanged sentence

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

Net realized and unrealized gain (loss) on investment

Net increase (decrease) in net assets resulting from operations

See accompanying notes to the unaudited financial statements.

2 unchanged sentences

(Amounts in thousands, except change in Shares outstanding)

Three Months Ended March 31,

(Decrease) increase in net assets from operations:

Three Months Ended June 30,

Six Months Ended June 30,

I ncrease (decrease) in net assets from operations:

Net investment loss

2 unchanged sentences

Net change in unrealized appreciation on investment in Bitcoin

Net (decrease) increase in net assets resulting from operations

Net increase (decrease) in net assets resulting from operations

Decrease in net assets from capital share transactions:

2 unchanged sentences

Net decrease in net assets resulting from capital share transactions

Total decrease in net assets from operations and capital share transactions

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

Beginning of period

12 unchanged sentences

(Amounts in thousands)

Three Months Ended March 31,

Six Months Ended June 30,

Cash provided by 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:

Net increase in net assets resulting from operations

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

Purchases of Bitcoin (1)

25 unchanged sentences

As of the date of this Quarterly Report, the Trust is an SEC reporting company with its Shares registered pursuant to Section 12(b) of the Exchange Act.

On January 10, 2024, in connection with the approval of the 19b-4 Application and the effectiveness of the registration statement on Form S-3, as amended, the Sponsor authorized the commencement of a redemption program.

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.

On January 10, 2024, in connection with the approval of the 19b-4 Application and the effectiveness of the registration statement on Form S-3, as amended, Grayscale Investments, LLC (“GSI”) authorized the commencement of a redemption program.

Effective January 11, 2024, the Trust creates and redeems Shares at such times and for such periods as determined by the Sponsor (as defined below), 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 Bitcoin (or cash to acquire such amount of Bitcoin) represented by one Share immediately prior to such creation multiplied by 10,000 .

1 unchanged sentence

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.

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 Trust’s investment objective is for the value of the Shares (based on Bitcoin per Share) to reflect the value of the Bitcoin held by the Trust, less the Trust’s expenses and other liabilities.

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.

4 unchanged sentences

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”).

Several of the affiliated investment products are SEC reporting companies with their shares registered pursuant to Section 12(g) of 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:

7 unchanged sentences

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.

33 unchanged sentences

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 March 31, 2025 and December 31, 2024 and results of operations for the three months ended March 31, 2025 and 2024 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 June 30, 2025 and December 31, 2024 and results of operations for the three and six months ended June 30, 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.

55 unchanged sentences

(Amounts in thousands)

March 31, 2025

June 30, 2025

Investment in Bitcoin

10 unchanged sentences

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

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).

As of June 30, 2025 and December 31, 2024, the Trust held 185,098.71230544 and 205,398.85921873 Bitcoin, respectively.

The Trust determined the fair value per Bitcoin to be $ 107,753.95 on June 30, 2025, 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 (Crypto.com).

The Trust determined the fair value per Bitcoin to be $ 93,390.22 on December 31, 2024, 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).

Historically, the Trust considered Coinbase to be its principal market.

The Trust performed an assessment of the principal market at June 30, 2025 and identified a change in the principal market from Coinbase to Crypto.com.

The change in principal market was effective June 30, 2025.

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

25 unchanged sentences

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

Ending balance as of March 31, 2025

Ending balance as of June 30, 2025

185,098.71230544

4 unchanged sentences

Creations and Redemptions of Shares

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

At June 30, 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 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.

Each Share represented approximately 0.0008 of one Bitcoin at both June 30, 2025 and December 31, 2024.

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.

10 unchanged sentences

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 March 31,

Three Months Ended June 30,

Six Months Ended June 30,

Activity in Number of Shares Issued and Redeemed:

4 unchanged sentences

( 381,860,000

Three Months Ended March 31,

Three Months Ended June 30,

Six Months Ended June 30,

(Amounts in thousands)

5 unchanged sentences

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

As of March 31,

As of June 30,

(Amounts in thousands)

2 unchanged sentences

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

As of March 31,

As of June 30,

(Amounts in thousands)

23 unchanged sentences

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

As of, and during the periods ended June 30, 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 March 31, 2025 or December 31, 2024 .

Related Parties

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

The Trust considered the following entities, their directors, and certain employees to be related parties of the Trust as of June 30, 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.

As of June 30, 2025 and December 31, 2024, 21,192 and 121,509 Shares of the Trust were held by related parties of the Trust, respectively.

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

9 unchanged sentences

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 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.

The Trust held no Incidental Rights or IR Virtual Currency as of June 30, 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 and six months ended June 30, 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;

12 unchanged sentences

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.

For the three months ended June 30, 2025 and 2024, the Trust incurred Sponsor’s Fees of $ 69,337,040 and $ 72,006,267 , respectively.

For the six months ended June 30, 2025 and 2024 , the Trust incurred Sponsor’s Fees of $ 138,275,555 and $ 166,883,886 , respectively.

As of June 30, 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 months ended March 31, 2025 and 2024 the Sponsor did no t pay any Additional Trust Expenses on behalf of the Trust.

For the three and six months ended June 30, 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.

13 unchanged sentences

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 March 31, 2025, DCG had not purchased any Shares of the Trust under this authorization

From October 1, 2022 through June 30, 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.

26 unchanged sentences

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 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, and has not formally or explicitly confirmed that it does not deem Ether to be a security.

These developments demonstrate the difficulty in applying the federal securities laws to digital assets generally.

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.

6 unchanged sentences

In this case, the Trust and the Sponsor may be deemed to have participated in an illegal offering of securities and there is no guarantee that the Sponsor will be able to register the Trust under the Investment Company Act of 1940 at such time or take such other actions as may be necessary to ensure the Trust’s activities comply with applicable law, which could force the Sponsor to liquidate the Trust.

To the extent a private key required to access an address on the Bitcoin Network holding Bitcoin is lost, destroyed or otherwise compromised and no backup of the private keys are accessible, the Trust may be unable to access the Bitcoin controlled by the private key and the private key will not be capable of being restored by the Bitcoin Network.

To the extent a private key, held by the Custodian, required to access an address on the Bitcoin Network holding Bitcoin is lost, destroyed or otherwise compromised and no backup of the private keys are accessible, the Trust may be unable to access the Bitcoin controlled by the private key and the private key will not be capable of being restored by the Bitcoin Network.

The processes by which Bitcoin transactions are settled are dependent on the Bitcoin peer-to-peer network, and as such, the Trust is subject to operational risk.

4 unchanged sentences

Financial Highlights Per Share Performance

Three Months Ended March 31,

Three Months Ended June 30,

Six Months Ended June 30,

Per Share Data:

Principal Market NAV, beginning of period

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

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

Net investment loss

Net realized and unrealized (loss) gain

Net (decrease) increase in net assets resulting from operations

Net realized and unrealized gain (loss)

Net increase (decrease) in net assets resulting from operations

Principal Market NAV, end of period

11 unchanged sentences

Subsequent Events

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.

As of the close of business on July 28, 2025 , the fair value of Bitcoin determined in accordance with the Trust’s accounting policy was $ 118,063.43 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