What changed in this filing

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Item 1. Financial Statements

2026-05-05 compared with 2025-11-05 · 83 added, 217 removed, 265 unchanged (53% of the section changed)

3 unchanged sentences

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

September 30, 2025

March 31, 2026

December 31, 2025

Investment in Bitcoin, at fair value (cost $ 2,913,223 and $ 2,941,518 as of September 30, 2025 and December 31, 2024, respectively)

Investment in Bitcoin, at fair value (cost $ 2,822,395 and $ 2,841,465 as of March 31, 2026 and December 31, 2025, respectively)

Sponsor's Fee payable, related party

6 unchanged sentences

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

September 30, 2025

March 31, 2026

Investment in Bitcoin

9 unchanged sentences

(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 from:

Net realized and unrealized loss 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 appreciation on investment in Bitcoin

Net realized and unrealized gain on investment

Net increase 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 ETF, completed on July 31, 2024, as discussed in Note 4.

Net change in unrealized appreciation/depreciation on investment in Bitcoin

Net realized and unrealized loss on investment

Net 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 September 30,

Nine Months Ended September 30,

I ncrease in net assets from operations:

Three Months Ended March 31,

Decrease 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 appreciation on investment in Bitcoin

Net increase in net assets resulting from operations

Net change in unrealized appreciation/depreciation on investment in Bitcoin

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

Total decrease in net assets from operations and capital share transactions

Beginning of period

4 unchanged sentences

Shares redeemed

( 422,400,000

Net decrease in Shares

( 414,560,000

Shares outstanding at end of period

See accompanying notes to the unaudited financial statements.

GRAYSCALE BITCOIN TRUST ETF

STATEMENTS OF CASH FLOWS (UNAUDITED)

(Amounts in thousands)

Nine Months Ended September 30,

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)

Proceeds from Bitcoin sold to pay redemptions (1)

Proceeds from Bitcoin sold to pay expenses

Net realized gain

Net change in unrealized appreciation on investment in Bitcoin

Change in operating assets and liabilities:

Sponsor’s Fee payable

Net cash provided by operating activities

Cash used in financing activities:

Proceeds from issuance of capital shares (1)

Payments for capital shares redeemed (1)

Net cash used in financing activities

Net increase (decrease) in cash

Cash, beginning of period

Cash, end of period

Supplemental disclosure of noncash operating activities

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) 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.

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

See accompanying notes to the unaudited financial statements.

GRAYSCALE BITCOIN TRUST ETF

NOTES TO THE UNAUDITED FINANCIAL STATEMENTS

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.

Prior to January 11, 2024, the Trust did not operate a redemption program.

On January 10, 2024, the Securities and Exchange Commission (the “SEC”) approved an application under Rule 19b-4 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) by NYSE Arca, Inc.

(“NYSE Arca”) to list the Shares of the Trust, which began trading on NYSE Arca on January 11, 2024 (the “Uplisting Date”), following the effectiveness of the Trust’s registration statement on Form S-3, as amended (File No.

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, 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 .

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 the Bitcoin held by the Trust, less the Trust’s expenses and other liabilities.

GSI was the sponsor of the Trust before January 1, 2025, Grayscale Operating, LLC (“GSO”) was the co-sponsor of the Trust from January 1, 2025 to May 3, 2025, and Grayscale Investments Sponsors, LLC (“GSIS”, or the “Sponsor”) was the co-sponsor of the Trust from January 1, 2025 to May 3, 2025 and is the sole remaining sponsor thereafter.

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

The Trust’s registration statement on Form S-3 relating to its continuous public offering of Shares was declared effective by the Securities and Exchange Commission (“SEC”) on January 10, 2024 and the Shares were listed and began trading on NYSE Arca, Inc.

(“NYSE Arca”) under the symbol “GBTC” on January 11, 2024 (the “Uplisting Date”).

Grayscale Investments, LLC (“GSI”) was the sponsor of the Trust before January 1, 2025, Grayscale Operating, LLC (“GSO”) was the co-sponsor of the Trust from January 1, 2025 to May 3, 2025, and Grayscale Investments Sponsors, LLC (“GSIS”, or the “Sponsor”) was the co-sponsor of the Trust from January 1, 2025 to May 3, 2025 and is the sole remaining sponsor thereafter.

GSI was, and each of GSO and GSIS are, a consolidated subsidiary of Digital Currency Group, Inc.

5 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 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:

Grayscale Ethereum Trust ETF, Grayscale Ethereum Mini Trust ETF, Grayscale Bitcoin Mini Trust ETF, Grayscale CoinDesk Crypto 5 ETF and, as of October 29, 2025, Grayscale Solana 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 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.

In connection with the entry into the Participant Agreements, as of January 10, 2024, the Sponsor amended, solely, with respect to the Trust, the Participant Agreement, dated as of October 3, 2022, between the Sponsor and Grayscale Securities, to remove the Trust as an entity covered by the Agreement.

Effective January 10, 2024, Grayscale Securities no longer serves as Authorized Participant of the Trust.

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

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 arm’s-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.

Effective January 11, 2024, the Trust, the Sponsor and Coinbase, Inc., the prime broker of the Trust (“Coinbase” or the “Prime Broker”), on behalf of itself and as agent for Coinbase Custody Trust Company, LLC (“Coinbase Custody” or the “Custodian”) and Coinbase Credit, Inc.

(“Coinbase Credit” and, collectively with Coinbase and Coinbase Custody, the “Coinbase Entities”), entered into the Coinbase Prime Broker Agreement governing the Trust’s and the Sponsor’s use of the Custodial and Prime Broker Services provided by the Custodian and the Prime Broker.

Coinbase, Inc.

is the prime broker (the “Prime Broker”) of the Trust, and Coinbase Custody Trust Company, LLC is the custodian (the “Custodian”).

The Prime Broker Agreement establishes the rights and responsibilities of the Custodian, the Prime Broker, the Sponsor and the Trust with respect to the Trust’s Bitcoin which is held in accounts maintained and operated by the Custodian, as a fiduciary with respect to the Trust’s assets, and the Prime Broker (together with the Custodian, the “Custodial Entities”) on behalf of the Trust.

The Custodian is responsible for safeguarding the Bitcoin held by the Trust, and holding the private key(s) that provide access to the Trust’s digital wallets and vaults.

Additionally, on August 8, 2025, the Sponsor and Anchorage Digital Bank N.A.

(“Anchorage Digital”), a national trust bank chartered by the Office of the Comptroller of the Currency, entered into a custodial services agreement (the “Anchorage Digital Custodian Agreement”).

Additionally, Anchorage Digital Bank N.A.

(the “Additional Custodian”) is an available alternative custodian of the Trust.

Pursuant to the Anchorage Digital Custodian Agreement, Anchorage Digital will provide services related to custody and safekeeping of the Trust’s Bitcoin holdings.

Effective January 11, 2024, the transfer agent for the Trust (the “Transfer Agent”) is The Bank of New York Mellon.

The transfer agent for the Trust (the “Transfer Agent”) is The Bank of New York Mellon.

The responsibilities of the Transfer Agent are to (1) facilitate the issuance and redemption of shares of the Trust;

8 unchanged sentences

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;

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

(ii) provide prospectuses to Authorized Participants;

2 unchanged sentences

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.

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.

Until January 10, 2024, the Trust’s trading symbol on OTCQX was “GBTC.” On January 11, 2024, Shares of the Trust began trading on NYSE Arca 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.

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;

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

In furtherance of that commitment, the Prime Broker Agreement provides that the Trust is abandoning irrevocably, for no direct or indirect consideration, effective immediately prior to each Creation Time and each Redemption Time, 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.

2 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 September 30, 2025 and December 31, 2024 and results of operations for the three and nine months ended September 30, 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 March 31, 2026 and December 31, 2025 and results of operations for the three months ended March 31, 2026 and 2025 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.

3 unchanged sentences

The Trust qualifies as an investment company for accounting purposes pursuant to the accounting and reporting guidance under Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) Topic 946, Financial Services—Investment Companies .

As such, the Trust is exempt from the requirement to present a statement of cash flows pursuant to ASC Topic 230, Statement of Cash Flows .

Accordingly, a statement of cash flows has not been presented.

The Trust uses fair value as its method of accounting for Bitcoin in accordance with its classification as an investment company for accounting purposes.

The Trust is not a registered investment company under the Investment Company Act of 1940.

The Trust is not a registered investment company under the Investment Company Act of 1940, as amended (the “Investment Company Act”).

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

16 unchanged sentences

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

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

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

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

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

7 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 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.

Investment Transactions and Revenue Recognition

18 unchanged sentences

(Amounts in thousands)

September 30, 2025

March 31, 2026

Investment in Bitcoin

8 unchanged sentences

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

As of September 30, 2025 and December 31, 2024, the Trust held 176,564.29142426 and 205,398.85921873 Bitcoin, respectively.

The Trust determined the fair value per Bitcoin to be $ 114,401.99 on September 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).

As of March 31, 2026 and December 31, 2025, the Trust held 154,703.84755988 and 165,591.49612215 Bitcoin, respectively.

The Trust determined the fair value per Bitcoin to be $ 67,805.29 and $ 87,549.41 on March 31, 2026 and December 31, 2025, 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 (Crypto.com).

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

6 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 appreciation on investment in Bitcoin

Net change in unrealized appreciation/depreciation 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)

Balance at March 31, 2025

193,442.23018809

(Amounts in thousands, except Bitcoin amounts)

Balance at December 31, 2025

6 unchanged sentences

( 586.23873893

Net change in unrealized appreciation on investment in Bitcoin

Net change in unrealized appreciation/depreciation 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

Balance at September 30, 2025

Balance at March 31, 2026

154,703.84755988

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, 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.

The creation and redemption of Baskets on behalf of investors are made by the Authorized Participant in exchange for the delivery of Bitcoin to the Trust or the distribution of Bitcoin by the Trust.

The Trust creates and redeems Shares from time to time, but only in one or more Baskets issued to the Authorized Participant in exchange for the delivery of Bitcoin to the Trust or the distribution of Bitcoin by the Trust.

The amount of Bitcoin required for each Creation Basket or Redemption Basket is determined by dividing (x) the amount of Bitcoin owned by the Trust at 4:00 p.m., New York time, on such trade date of a creation or redemption order, after deducting the amount of Bitcoin representing the U.S.

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 both September 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.

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

The Authorized Participant or Liquidity Provider may realize significant profits buying, selling, creating, and redeeming Shares as a result of changes in the value of Shares or Bitcoin.

Effective October 28, 2014, the Trust suspended its redemption program, in which shareholders were permitted to request the redemption of their Shares through Genesis, the sole Authorized Participant at the time out of concern that the redemption program was in violation of Regulation M under the Exchange Act, resulting in a settlement reached with the SEC.

On October 19, 2021, NYSE Arca filed an application with the SEC pursuant to Rule 19b-4 under the Exchange Act to list the Shares of the Trust on NYSE Arca.

On June 29, 2022, the SEC denied NYSE Arca’s 19b-4 application and the Sponsor subsequently petitioned the United States Court of Appeals for the District of Columbia for review of the SEC’s June 29, 2022 final order denying approval to list shares of the Trust on NYSE Arca as an exchange-traded product.

On August 29, 2023, the D.C.

Circuit Court of Appeals granted the Sponsor’s petition and vacated the SEC’s order, finding that the denial of the Sponsor’s proposal was arbitrary and capricious.

The SEC determined not to seek panel rehearing or rehearing en banc.

On October 23, 2023, the D.C.

Circuit Court of Appeals issued a formal mandate.

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,

Each Share represented approximately 0.0008 of one Bitcoin at both March 31, 2026 and December 31, 2025.

As of the date of this Quarterly Report, Authorized Participants may only submit orders to create or redeem Shares through transactions that are referred to as “cash orders”, as the agreements with Authorized Participants do not currently provide for in-kind creations and redemptions.

Three Months Ended March 31,

Activity in Number of Shares Issued and Redeemed:

1 unchanged sentence

Shares redeemed

( 422,400,000

Net Change in Number of Shares Issued and Redeemed

( 414,560,000

Three Months Ended September 30,

Nine Months Ended September 30,

Three Months Ended March 31,

(Amounts in thousands)

2 unchanged sentences

Shares redeemed

Return of Capital (1)

Net Change in Value of Shares Issued and Redeemed

(1) Represents the impact of the Initial Distribution of 26,935.83753443 Biotin 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.

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)

2 unchanged sentences

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)

Bitcoin payable

As of January 1, 2016, an amendment to the Trust Agreement was made to ensure that the Trust Agreement was consistent with the treatment of the Trust as a grantor trust.

On February 9, 2017, the Court of Chancery of the State of Delaware ordered that the Original Trust Agreement be reformed so that the amendments made are retroactive to the original date of execution of the Trust Agreement.

On September 11, 2017, the Trust received a private letter ruling from the IRS in which the IRS concluded, based on the facts at that time, that the Trust qualified as a grantor trust for U.S.

federal income tax purposes as of the date of the private letter ruling.

Accordingly, the Sponsor takes the position that the Trust is properly treated as a grantor trust for U.S.

The Sponsor takes the position that the Trust is properly treated as a grantor trust for U.S.

federal income tax purposes.

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

As of, and during the periods ended September 30, 2025 and December 31, 2024, the Trust did not have a liability for any unrecognized tax amounts.

As of, and during the periods ended March 31, 2026 and December 31, 2025, 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, 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 September 30, 2025:

DCG, GSO, GSIS and Grayscale Securities.

As of September 30, 2025 and December 31, 2024, 13,900 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.

1 to the Sixth A&R Trust Agreement in order to reduce the Sponsor’s Fee to 1.5 %, effective as of the Uplisting Date.

As a result, effective January 11, 2024, the Sponsor’s Fee was lowered from 2.0 % to 1.5 %.

The Trust considered the following entities, their directors, and certain employees to be related parties of the Trust as of March 31, 2026:

DCG, GSO, GSIS and Grayscale Securities, LLC.

As of March 31, 2026 and December 31, 2025, 5,828 and 9,302 Shares of the Trust were held by related parties of the Trust, respectively.

In accordance with the Trust Agreement governing the Trust, the Trust pays a fee to the Sponsor, calculated as 1.5 % of the aggregate value of the Trust’s assets, less its liabilities (which include any accrued but unpaid expenses up to, but excluding, the date of calculation), as calculated and published by the Sponsor or its delegates in the manner set forth in the Trust Agreement (the “Sponsor’s Fee”).

6 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 September 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 nine months ended September 30, 2025 and 2024.

The Trust held no Incidental Rights or IR Virtual Currency as of March 31, 2026 and December 31, 2025.

No Incidental Rights or IR Virtual Currencies have been distributed in payment of the Sponsor’s Fee during the three months ended March 31, 2026 and 2025.

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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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 September 30, 2025 and 2024, the Trust incurred Sponsor’s Fees of $ 77,959,203 and $ 55,760,112 , respectively.

For the nine months ended September 30, 2025 and 2024 , the Trust incurred Sponsor’s Fees of $ 216,234,775 and $ 222,643,998 , respectively.

As of September 30, 2025 and December 31, 2024 , there were no accrued and unpaid Sponsor’s Fees.

For the three months ended March 31, 2026 and 2025, the Trust incurred Sponsor’s Fees of $ 44,984,658 and $ 68,938,532 , respectively.

As of March 31, 2026 and December 31, 2025 , 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, 2025 and 2024 the Sponsor did no t pay any Additional Trust Expenses on behalf of the Trust.

For the three months ended March 31, 2026 and 2025 the Sponsor did no t pay any Additional Trust Expenses on behalf of the Trust.

On March 10, 2021, the Board of the Sponsor 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 CoinDesk Crypto 5 ETF (NYSE Arca:

GDLC), Grayscale Ethereum Trust ETF (NYSE Arca:

GDLC), Grayscale Ethereum Staking ETF (NYSE Arca:

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

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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 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, 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.

Risks and Uncertainties

The Trust is subject to various risks including market risk, liquidity risk, and other risks related to its concentration in a single asset, Bitcoin.

Investing in Bitcoin is currently highly speculative and volatile.

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 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 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.

The Bitcoin held by the Trust are commingled, and the Trust’s shareholders have no specific rights to any specific Bitcoin.

In the event of the insolvency of the Trust, its assets may be inadequate to satisfy a claim by its shareholders.

There is currently no clearing house for Bitcoin, nor is there a central or major depository for the custody of Bitcoin.

There is a risk that some or all of the Trust’s Bitcoin could be lost or stolen.

There can be no assurance that the Custodian will maintain adequate insurance or that such coverage will cover losses with respect to the Trust’s Bitcoin.

Further, transactions in Bitcoin are irrevocable.

Stolen or incorrectly transferred Bitcoin may be irretrievable.

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

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.

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.

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 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.

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.

For example, it may become more difficult for Bitcoin to be traded, cleared and custodied as compared to other digital assets that are not considered to be securities, which could, in turn, negatively affect the liquidity and general acceptance of Bitcoin and cause users to migrate to other digital assets.

As such, any determination that Bitcoin is a security under federal or state securities laws may adversely affect the value of Bitcoin and, as a result, an investment in the Shares.

In addition, if Bitcoin is in fact a security, the Trust could be considered an unregistered “investment company” under the Investment Company Act of 1940, which could necessitate the Trust’s liquidation.

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, 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.

A risk also exists with respect to previously unknown technical vulnerabilities, which may adversely affect the value of Bitcoin.

The Trust relies on third-party service providers to perform certain functions essential to its operations.

Any disruptions to the Trust’s service providers’ business operations resulting from business failures, financial instability, security failures, government mandated regulation or operational problems could have an adverse impact on the Trust’s ability to access critical services and be disruptive to the operations of the Trust.

The Sponsor and the Trust may be subject to various litigation, regulatory investigations, and other legal proceedings that arise in the ordinary course of its business.

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

From July 1, 2022 through March 31, 2026 , DCG had not purchased any Shares of the Trust under this authorization.

Concentration Risk

The Trust’s investment portfolio is concentrated in Bitcoin, and its net asset value and results of operations are directly affected by the price of Bitcoin, which has historically been highly volatile.

As a result, the Trust may experience significant fluctuations in net asset value, including periods of substantial losses.

This concentration also exposes the Trust to risks specific to Bitcoin and its supporting infrastructure, including market liquidity constraints and operational or cybersecurity risks associated with the custody and transfer of Bitcoin.

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 NAV, beginning of period

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

Net decrease in net assets from investment operations:

Net investment loss

Net realized and unrealized gain (loss) (1)

Net increase (decrease) in net assets resulting from operations

Net realized and unrealized loss

Net decrease in net assets resulting from operations

Principal Market NAV, end of period

Total return (1)

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 ETF, 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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Indemnifications

In the normal course of business, the Trust enters into certain contracts that provide a variety of indemnities, including contracts with the Sponsor and affiliates of the Sponsor, DCG and its officers, directors, employees, subsidiaries and affiliates, and the Custodian as well as others relating to services provided to the Trust.

In the normal course of business, the Trust enters into certain contracts that provide a variety of indemnities, including contracts with the Sponsor and affiliates of the Sponsor, DCG and its officers, directors, employees, subsidiaries and affiliates, and the Custodian and Additional Custodian, as well as others relating to services provided to the Trust.

The Trust’s maximum exposure under these and its other indemnities is unknown.

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Subsequent Events

On October 22, 2025, GSO Intermediate Holdings Corporation (“GSOIH”), a Delaware corporation which was the sole managing member of GSO, a Delaware limited liability company which is the sole member of the Sponsor, consummated an internal corporate reorganization (the “Management Reorganization”).

Pursuant to the Management Reorganization, GSOIH transferred a portion of its common membership units of GSO for Class A shares of Grayscale Investments, Inc.

(“Grayscale Investments”), a Delaware corporation incorporated in connection with the Management Reorganization, and ceded its managing member rights in GSO to Grayscale Investments.

As a result of the Management Reorganization, Grayscale Investments is now the sole managing member of GSO, the sole member of the Sponsor.

Also in connection with the Management Reorganization, on October 22, 2025, DCG Grayscale Holdco, LLC (“DCG Holdco”), the sole stockholder of Grayscale Investments, elected a board of directors (the “Board”) at Grayscale Investments.

Prior to the Management Reorganization, GSOIH’s board of directors was responsible for managing and directing the affairs of the Sponsor.

As a result of the Management Reorganization, the Board of Grayscale Investments is responsible for managing and directing the affairs of the Sponsor, and consists of Barry Silbert, Mark Shifke, Simon Koster, Peter Mintzberg and Edward McGee, the same members as the board of directors of GSOIH prior to the Management Reorganization.

Mintzberg and Mr.

McGee also retain the authority granted to them as officers of the Sponsor under the limited liability company agreement of the Sponsor.

Silbert is the Chairperson of the Board of Grayscale Investments.

DCG Holdco, Grayscale Investments, GSOIH, GSO and the Sponsor are all consolidated subsidiaries of Digital Currency Group, Inc.

The Sponsor does not expect the Management Reorganization to have any material impact on the operations of the Trust.

As of the close of business on October 31, 2025 , the fair value of Bitcoin determined in accordance with the Trust’s accounting policy was $ 109,777.00 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.

As previously disclosed, on October 22, 2025, GSOIH consummated an internal corporate reorganization (the “Management Reorganization”).

As a result of the Management Reorganization as of October 22, 2025, (i) Grayscale Investments, Inc.

(“Grayscale Investments”) is the sole managing member of GSO, the sole member of the Sponsor and (ii) the Board of Directors of Grayscale Investments became responsible for managing and directing the affairs of the Sponsor, and consists of Barry Silbert, Mark Shifke, Simon Koster, Peter Mintzberg and Edward McGee.

On May 4, 2026, a Board of Managers of Grayscale Investments Sponsors, LLC was created to manage and direct the affairs of the Sponsor, under authority delegated by the board of Grayscale Investments.

While the board of Grayscale Investments retains overall oversight of Grayscale Investments and its subsidiaries as a whole, including the Sponsor, the Board of Managers of the Sponsor consists of Peter Mintzberg, Edward McGee, and Craig Salm.

Mintzberg, Mr.

McGee, and Mr.

Salm are granted authority to manage the day-to-day affairs of the Sponsor under the amended and restated limited liability company agreement of the Sponsor.

The Sponsor has evaluated all subsequent events through the issuance of the financial statements and has noted no other events requiring adjustment or additional disclosure in the financial statements other than the item noted above.

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