What changed in this filing

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Item 2. Management’s Discussion and Analysis

2025-11-05 compared with 2025-08-01 · 61 added, 59 removed, 139 unchanged (46% of the section changed)

17 unchanged sentences

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

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

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 the Bitcoin 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 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.

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

On January 1, 2025, GSI consummated an internal corporate reorganization (the “Reorganization”), pursuant to which GSI, the Sponsor of the Trust prior to the Reorganization, merged with and into GSO, a Delaware limited liability company and a consolidated 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.

39 unchanged sentences

Review of Financial Results (unaudited)

Financial Highlights for the Three and Six Months Ended June 30, 2025 and 2024

Financial Highlights for the Three and Nine Months Ended September 30, 2025 and 2024

(All amounts in the following table and the subsequent paragraphs, except Share, per Share, Bitcoin and price of Bitcoin amounts, are in thousands)

Three Months Ended June 30,

Six Months Ended June 30,

Net realized and unrealized gain (loss) on investment in Bitcoin

Net increase (decrease) in net assets resulting from operations

Three Months Ended September 30,

Nine Months Ended September 30,

Net realized and unrealized gain on investment in Bitcoin (1)

Net increase in net assets resulting from operations

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 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 three months ended June 30, 2025 was $4,789,536, which includes a realized gain of $58,324 on the transfer of Bitcoin to pay the Sponsor’s Fee, a realized gain of $743,166 on the sale of Bitcoin to meet redemptions, and net change in unrealized appreciation on investment in Bitcoin of $3,988,046.

Net realized and unrealized gain on investment in Bitcoin for the period was driven by Bitcoin price appreciation from $82,443.85 per Bitcoin as of March 31, 2025, to $107,753.95 per Bitcoin as of June 30, 2025.

Net increase in net assets resulting from operations was $4,720,199 for the three months ended June 30, 2025, which consisted of the net realized and unrealized gain on investment in Bitcoin, less the Sponsor’s Fee of $69,337.

Net assets increased to $19,945,117 at June 30, 2025, a 25% increase for the three-month period.

Net realized and unrealized gain on investment in Bitcoin for the three months ended September 30, 2025 was $1,233,506, which includes a realized gain of $66,893 on the transfer of Bitcoin to pay the Sponsor’s Fee, a realized gain of $890,918 on the sale of Bitcoin to meet redemptions, and net change in unrealized appreciation on investment in Bitcoin of $275,695.

Net realized and unrealized gain on investment in Bitcoin for the period was driven by Bitcoin price appreciation from $107,753.95 per Bitcoin as of June 30, 2025, to $114,401.99 per Bitcoin as of September 30, 2025.

Net increase in net assets resulting from operations was $1,155,547 for the three months ended September 30, 2025, which consisted of the net realized and unrealized gain on investment in Bitcoin, less the Sponsor’s Fee of $77,959.

Net assets increased to $20,199,306 at September 30, 2025, a 1% increase for the three-month period.

The increase in net assets resulted from the aforementioned Bitcoin price appreciation and the contribution of approximately 1,187 Bitcoin with a value of $135,529 to the Trust in connection with Share creations during the period, partially offset by the withdrawal of approximately 682 Bitcoin to pay the foregoing Sponsor’s Fee, and the redemption of approximately 9,040 Bitcoin, with a value of $1,036,887 from the Trust.

Net realized and unrealized loss on investment in Bitcoin for the three months ended June 30, 2024 was ($2,846,803), which includes a realized gain of $58,371 on the transfer of Bitcoin to pay the Sponsor’s Fee, a realized gain of $3,301,614 on the sale of Bitcoin to meet redemptions and net change in unrealized appreciation on investment in Bitcoin of ($6,206,788).

Net realized and unrealized loss on investment in Bitcoin for the period was driven by Bitcoin price depreciation from $71,026.32 per Bitcoin as of March 31, 2024, to $61,929.29 per Bitcoin as of June 30, 2024.

Net decrease in net assets resulting from operations was ($2,918,808) for the three months ended June 30, 2024, which consisted of the net realized and unrealized loss on investment in Bitcoin, plus the Sponsor’s Fee of $72,005.

Net assets decreased to $17,076,072 at June 30, 2024, a 28% decrease for the three-month period.

The decrease in net assets resulted from the aforementioned Bitcoin price depreciation, the withdrawal of approximately 1,098 Bitcoin to pay the foregoing Sponsor’s Fee, and the redemption of approximately 61,946 Bitcoin, with a value of $4,052,201 from the Trust, partially offset by the contribution of approximately 3,666 Bitcoin with a value of $245,263 to the Trust in connection with Share creations during the period.

Net realized and unrealized gain on investment in Bitcoin for the six months ended June 30, 2025 was $2,658,964, which includes a realized gain of $116,205 on the transfer of Bitcoin to pay the Sponsor’s Fee, a realized gain of $1,773,097 on the sale of Bitcoin to meet redemptions, and net change in unrealized appreciation on investment in Bitcoin of $769,662.

Net realized and unrealized gain on investment in Bitcoin for the period was driven by Bitcoin price appreciation from $93,390.22 per Bitcoin as of December 31, 2024, to $107,753.95 per Bitcoin as of June 30, 2025.

Net increase in net assets resulting from operations was $2,520,688 for the six months ended June 30, 2025, which consisted of the net realized and unrealized gain on investment in Bitcoin, less the Sponsor’s Fee of $138,276.

Net assets increased to $19,945,117 at June 30, 2025, a 4% increase for the six-month period.

Net realized and unrealized gain on investment in Bitcoin for the three months ended September 30, 2024 was $375,299, which includes a realized gain of $43,615 on the transfer of Bitcoin to pay the Sponsor’s Fee, a realized gain of $1,350,850 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 Grayscale Bitcoin Mini Trust ETF, and net change in unrealized appreciation on investment in Bitcoin of ($2,430,044).

Net realized and unrealized gain on investment in Bitcoin for the period was driven by Bitcoin price appreciation from $61,929.29 per Bitcoin as of June 30, 2024, to $63,464.76 per Bitcoin as of September 30, 2024.

Net increase in net assets resulting from operations was $319,538 for the three months ended September 30, 2024, which consisted of the net realized and unrealized gain on investment in Bitcoin, less the Sponsor’s Fee of $55,761.

Net assets decreased to $14,037,855 at September 30, 2024, an 18% decrease for the three-month period.

The decrease in net assets resulted from t he withdrawal of approximately 913 Bitcoin to pay the foregoing Sponsor’s Fee, the redemption of approximately 28,572 Bitcoin, with a value of $1,717,011 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 1,877 Bitcoin with a value of $116,077 to the Trust in connection with Share creations during the period.

Net realized and unrealized gain on investment in Bitcoin for the nine months ended September 30, 2025 was $3,892,470, which includes a realized gain of $183,098 on the transfer of Bitcoin to pay the Sponsor’s Fee, a realized gain of $2,664,015 on the sale of Bitcoin to meet redemptions, and net change in unrealized appreciation on investment in Bitcoin of $1,045,357.

Net realized and unrealized gain on investment in Bitcoin for the period was driven by Bitcoin price appreciation from $93,390.22 per Bitcoin as of December 31, 2024, to $114,401.99 per Bitcoin as of September 30, 2025.

Net increase in net assets resulting from operations was $3,676,235 for the nine months ended September 30, 2025, which consisted of the net realized and unrealized gain on investment in Bitcoin, less the Sponsor’s Fee of $216,235.

Net assets increased to $20,199,306 at September 30, 2025, a 5% increase for the nine-month period.

The increase in net assets resulted from the aforementioned Bitcoin price appreciation and the contribution of approximately 4,897 Bitcoin with a value of $493,727 to the Trust in connection with Share creations during the period, partially offset by the withdrawal of approximately 2,123 Bitcoin to pay the foregoing Sponsor’s Fee, and the redemption of approximately 31,609 Bitcoin, with a value of $3,152,900 from the Trust.

Net realized and unrealized gain on investment in Bitcoin for the six months ended June 30, 2024 was $9,398,101, which includes a realized gain of $132,003 on the transfer of Bitcoin to pay the Sponsor’s Fee, a realized gain of $14,997,333 on the sale of Bitcoin to meet redemptions and net change in unrealized appreciation on investment in Bitcoin of ($5,731,235).

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 $61,929.29 per Bitcoin as of June 30, 2024.

Net increase in net assets resulting from operations was $9,231,218 for the six months ended June 30, 2024, which consisted of the net realized and unrealized gain on investment in Bitcoin, less the Sponsor’s Fee of $166,883.

Net assets decreased to $17,076,072 at June 30, 2024, a 35% decrease for the six -month period.

The decrease in net assets resulted from the withdrawal of approximately 2,942 Bitcoin to pay the foregoing Sponsor’s Fee, and the redemption of approximately 345,890 Bitcoin, with a value of $18,830,123 from the Trust, partially offset by the aforementioned Bitcoin price appreciation and the contribution of approximately 5,041 Bitcoin with a value of $324,507 to the Trust in connection with Share creations during the period.

Net realized and unrealized gain on investment in Bitcoin for the nine months ended September 30, 2024 was $9,773,400, which includes a realized gain of $175,618 on the transfer of Bitcoin to pay the Sponsor’s Fee, a realized gain of $16,348,183 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 Grayscale Bitcoin Mini Trust ETF, and net change in unrealized appreciation on investment in Bitcoin of ($8,161,279).

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 $63,464.76 per Bitcoin as of September 30, 2024.

Net increase in net assets resulting from operations was $9,550,756 for the nine months ended September 30, 2024, which consisted of the net realized and unrealized gain on investment in Bitcoin, less the Sponsor’s Fee of $222,644.

Net assets decreased to $14,037,855 at September 30, 2024, a 47% decrease for the nine -month period.

The decrease in net assets resulted from the withdrawal of approximately 3,854 Bitcoin to pay the foregoing Sponsor’s Fee, the redemption of approximately 374,462 Bitcoin, with a value of $20,547,134 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 6,917 Bitcoin with a value of $440,584 to the Trust in connection with Share creations during the period.

Cash Resources and Liquidity

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Selected Operating Data

Three Months Ended June 30,

Six Months Ended June 30,

Three Months Ended September 30,

Nine Months Ended September 30,

(All Bitcoin balances are rounded to the nearest whole Bitcoin)

Opening balance

Initial Distribution (Return of Capital) (1)

Sponsor's Fee, related party

5 unchanged sentences

Closing balance

As of June 30,

As of September 30,

Price of Bitcoin on principal market (2)

2 unchanged sentences

NAV per Share (4)

(1) The Trust performed an assessment of the principal market at June 30, 2025 and identified the principal market as Crypto.com.

The Trust performed an assessment of the principal market at June 30, 2024 and identified the principal market as Coinbase.

(2) As of June 30, 2025, the Principal Market NAV per Share was calculated using the fair value of Bitcoin based on the price provided by Crypto.com, 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.

As of June 30, 2024, the Principal Market NAV per Share was calculated using the fair value of Bitcoin based on the price provided by Coinbase, 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.

(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 unaudited financial statements.

(2) The Trust performed an assessment of the principal market at September 30, 2025 and identified the principal market as Crypto.com.

The Trust performed an assessment of the principal market at September 30, 2024 and identified the principal market as Coinbase.

(3) As of September 30, 2025, the Principal Market NAV per Share was calculated using the fair value of Bitcoin based on the price provided by Crypto.com, 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.

As of September 30, 2024, the Principal Market NAV per Share was calculated using the fair value of Bitcoin based on the price provided by Coinbase, 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.

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.

3 unchanged sentences

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

On June 22, 2025, the Index Provider added Bitfinex to the Index due to the trading platform meeting the Index Provider’s minimum liquidity requirement, and did not remove any Constituent Trading Platforms as part of its scheduled quarterly review.

The Digital Asset Trading Platforms included in the Index (the “Constituent Trading Platforms”) as of June 30, 2025 were Coinbase, Bitstamp, Kraken, LMAX Digital, Crypto.com, Bitfinex and Bullish.

The Digital Asset Trading Platforms included in the Index as of June 30, 2024 were Coinbase, Bitstamp, Kraken, LMAX Digital and Crypto.com.

The Digital Asset Trading Platforms included in the Index (the “Constituent Trading Platforms”) as of September 30, 2025 were Coinbase, Bitstamp by Robinhood, Kraken, LMAX Digital, Crypto.com, Bitfinex and Bullish.

The Digital Asset Trading Platforms included in the Index as of September 30, 2024 were Coinbase, Bitstamp by Robinhood, Kraken, LMAX Digital and Crypto.com.

Business—Valuation of Bitcoin and Determination of NAV” in our Annual Report for a description of the Trust’s NAV per Share.

3 unchanged sentences

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 June 30, 2025, the Trust had a net closing balance of 185,098.71230544 Bitcoin with a value of $19,951,155,311 based on the Index Price of $107,786.57 on June 30, 2025 (non-GAAP methodology).

As of June 30, 2025, the total market value of the Trust’s Bitcoin was $19,945,117,391 based on the price of one Bitcoin in the principal market (Crypto.com) of $107,753.95 on June 30, 2025.

As of June 30, 2024, the Trust had a net closing balance of 275,734.98616801 Bitcoin with a value of $17,076,468,980 based on the Index Price of $61,930.73 on June 30, 2024 (non-GAAP methodology).

As of June 30, 2024, the total market value of the Trust’s Bitcoin was $17,076,071,922, based on the price of one Bitcoin in the principal market (Coinbase) of $61,929.29 on June 30, 2024.

As of September 30, 2025, the Trust had a net closing balance of 176,564.29142426 Bitcoin with a value of $20,198,879,016 based on the Index Price of $114,399.57 on September 30, 2025 (non-GAAP methodology).

As of September 30, 2025, the total market value of the Trust’s Bitcoin was $20,199,306,302 based on the price of one Bitcoin in the principal market (Crypto.com) of $114,401.99 on September 30, 2025.

As of September 30, 2024, the Trust had a net closing balance of 221,191.32658883 Bitcoin with a value of $14,030,278,653 based on the Index Price of $63,430.51 on September 30, 2024 (non-GAAP methodology).

As of September 30, 2024, the total market value of the Trust’s Bitcoin was $14,037,854,456 based on the price of one Bitcoin in the principal market (Coinbase) of $63,464.76 on September 30, 2024.

Historical NAV and Bitcoin Prices

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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 June 30, 2025.

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

Business—Overview of the Bitcoin Industry and Market—Bitcoin Value—The Index and the Index Price” in our Annual Report.

The following table illustrates the movements in the Index Price from July 1, 2020 to June 30, 2025.

During such period, the Index Price has ranged from $9,032.59 to $111,226.68, with the straight average being $44,989.39 through June 30, 2025.

The Sponsor has not observed a material difference between the Index Price and average prices from the Constituent Trading Platforms as of June 30, 2025, individually or as a group.

The following table illustrates the movements in the Index Price from October 1, 2020 to September 30, 2025.

During such period, the Index Price has ranged from $10,520.62 to $122,807.61, with the straight average being $50,215.22 through September 30, 2025.

The Sponsor has not observed a material difference between the Index Price and average prices from the Constituent Trading Platforms as of September 30, 2025, individually or as a group.

End of period

Last business day

Twelve months ended June 30, 2021

Twelve months ended June 30, 2022

Twelve months ended June 30, 2023

Twelve months ended June 30, 2024

Twelve months ended June 30, 2025

July 1, 2020 to June 30, 2025

The following table illustrates the movements in the Digital Asset Market price of Bitcoin, as reported on the Trust’s principal market, from July 1, 2020 to June 30, 2025.

During such period, the price of Bitcoin has ranged from $9,031.09 to $111,241.94, with the straight average being $44,989.71 through June 30, 2025.

Twelve months ended September 30, 2021

Twelve months ended September 30, 2022

Twelve months ended September 30, 2023

Twelve months ended September 30, 2024

Twelve months ended September 30, 2025

October 1, 2020 to September 30, 2025

The following table illustrates the movements in the Digital Asset Market price of Bitcoin, as reported on the Trust’s principal market, from October 1, 2020 to September 30, 2025.

During such period, the price of Bitcoin has ranged from $10,515.13 to $122,824.79, with the straight average being $50,215.93 through September 30, 2025.

Digital Asset Market Price

2 unchanged sentences

Last business day

Twelve months ended June 30, 2021

Twelve months ended June 30, 2022

Twelve months ended June 30, 2023

Twelve months ended June 30, 2024

Twelve months ended June 30, 2025

July 1, 2020 to June 30, 2025

Twelve months ended September 30, 2021

Twelve months ended September 30, 2022

Twelve months ended September 30, 2023

Twelve months ended September 30, 2024

Twelve months ended September 30, 2025

October 1, 2020 to September 30, 2025

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.

6 unchanged sentences

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 June 30, 2025 and the Trust’s NAV per Share from January 11, 2024 to June 30, 2025.

The following chart sets out the historical closing prices for the Shares as reported by NYSE Arca from January 11, 2024 to September 30, 2025 and the Trust’s NAV per Share from January 11, 2024 to September 30, 2025.

GBTC Premium/(Discount):

5 unchanged sentences

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 June 30, 2025 divided by the Trust’s NAV per Share from January 11, 2024 to June 30, 2025.

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 September 30, 2025 divided by the Trust’s NAV per Share from January 11, 2024 to September 30, 2025.

GBTC Premium/(Discount):

2 unchanged sentences

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 2. Management’s Discussion and Analysis