VanEck Bitcoin ETF 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ Quarterly report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 for the quarterly period ended March 31, 2026 . or ☐ Transition report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 for the transition period from_________________to______________________. Commission file number: 001-41908 VanEck Bitcoin ETF (Exact name of registrant as specified in its charter) Delaware 85-6811021 (State or other jurisdiction of incorporation or organization) (I.R.S. Employer Identification No.) c/o VanEck Digital Assets, LLC Jonathan R. Simon, Esq. Matthew A. Babinsky, Esq. 666 Third Avenue , 9 th Floor New York , New York 10017 (Address of principal executive offices) (Zip Code) ( 212 ) 293-2000 (Registrant’s telephone number, including area code) Not Applicable (Former name, former address and former fiscal year, if changed since last report) Securities registered or to be registered pursuant to Section 12(b) of the Act. Title of each class Trading Symbol(s) Name of each exchange on which registered Shares HODL Cboe BZX Exchange, Inc. Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. ☒ Yes ☐ No Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). ☒ Yes ☐ No Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer”, “accelerated filer”, “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act. Large Accelerated Filer ☐ Accelerated Filer ☐ Non-Accelerated Filer ☒ Smaller Reporting Company ☐ Emerging Growth Company ☒ If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☒ Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). ☐ Yes ☒ No The registrant had 59,025,000 outstanding Shares as of April 30, 2026. VanEck Bitcoin ETF Table of Contents Page Part I. FINANCIAL INFORMATION. 1 Item 1. Unaudited Financial Statements. 1 Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations. 11 Item 3. Quantitative and Qualitative Disclosures About Market Risk. 12 Item 4. Controls and Procedures. 12 Part II. OTHER INFORMATION. 13 Item 1. Legal Proceedings. 13 Item 1A. Risk Factors. 13 Item 2. Unregistered Sales of Equity Securities and Use of Proceeds. 15 Item 3. Defaults Upon Senior Securities. 16 Item 4. Mine Safety Disclosures. 16 Item 5. Other Information. 16 Item 6. Exhibits. 16 SIGNATURES. 18 Part I. FINANCIAL INFORMATION. Item 1. Unaudited Financial Statements. VANECK BITCOIN ETF Statements of Assets and Liabilities March 31, 2026 (Unaudited) December 31, 2025 Assets Investment in bitcoin, at fair value (cost $ 1,359,554,908 and $ 1,276,429,195 , respectively) $ 1,158,283,647 $ 1,382,273,990 Receivable for investment in bitcoin sold — 6,790,405 Total assets 1,158,283,647 1,389,064,395 Liabilities Payable for shares redeemed — 6,790,405 Total liabilities — 6,790,405 Net assets $ 1,158,283,647 $ 1,382,273,990 Shares issued and outstanding ( no par value, unlimited amount authorized) 60,125,000 55,900,000 Net Asset Value per Share $ 19.26 $ 24.73 The accompanying notes are an integral part of these financial statements. 1 VANECK BITCOIN ETF Statements of Operations (Unaudited) Three Months Ended March 31, 2026 Three Months Ended March 31, 2025 Expenses Sponsor fee, related party $ 619,774 $ 658,254 Total expenses 619,774 658,254 Sponsor fee waiver, related party ( 619,774 ) ( 658,254 ) Net expenses — — Net investment loss — — Net realized gain (loss) and net change in unrealized appreciation (depreciation) Net realized gain (loss) on: Bitcoin sold for redemption of shares ( 2,796,401 ) 21,138,420 Bitcoin distributed for Sponsor fee, related party — — Net realized gain (loss) on investment in bitcoin ( 2,796,401 ) 21,138,420 Net change in unrealized appreciation (depreciation) from investment in bitcoin ( 307,116,056 ) ( 176,115,332 ) Net realized gain (loss) and net change in unrealized appreciation (depreciation) ( 309,912,457 ) ( 154,976,912 ) Net increase (decrease) in net assets resulting from operations $ ( 309,912,457 ) $ ( 154,976,912 ) The accompanying notes are an integral part of these financial statements. 2 VANECK BITCOIN ETF Statements of Changes in Net Assets (Unaudited) Three Months Ended March 31, 2026 Three Months Ended March 31, 2025 Net increase (decrease) from operations Net investment loss $ — $ — Net realized gain (loss) from investment in bitcoin ( 2,796,401 ) 21,138,420 Net change in unrealized appreciation (depreciation) from investment in bitcoin ( 307,116,056 ) ( 176,115,332 ) Net increase (decrease) in net assets resulting from operations ( 309,912,457 ) ( 154,976,912 ) Capital Share transactions Contributions for shares issued 190,285,770 141,284,030 Withdrawals for shares redeemed ( 104,363,656 ) ( 82,515,511 ) Net increase in capital share transactions 85,922,114 58,768,519 Net increase (decrease) in net assets ( 223,990,343 ) ( 96,208,393 ) Net assets: Beginning of period 1,382,273,990 1,280,450,332 End of period $ 1,158,283,647 $ 1,184,241,939 The accompanying notes are an integral part of these financial statements. 3 VANECK BITCOIN ETF Schedules of Investment March 31, 2026 (Unaudited) Description Quantity Cost Fair Value Bitcoin 17,004.62 $ 1,359,554,908 $ 1,158,283,647 Total Investment in bitcoin – 100.00 % 1,158,283,647 Liabilities in Excess of Other Assets – 0.00 % — Net Assets – 100.00 % $ 1,158,283,647 December 31, 2025 Description Quantity Cost Fair Value Bitcoin 15,809.70 $ 1,276,429,195 $ 1,382,273,990 Total Investment in bitcoin – 100.00 % 1,382,273,990 Liabilities in Excess of Other Assets – 0.00 % — Net Assets – 100.00 % $ 1,382,273,990 The accompanying notes are an integral part of these financial statements. 4 VANECK BITCOIN ETF Notes to Unaudited Financial Statements March 31, 2026 Note 1. Organization: VanEck Bitcoin ETF (the “Trust”), a Delaware statutory trust, is an exchange-traded fund that issues common shares of beneficial interest in an ownership of the Trust (the “Shares”). The Shares are traded on the Cboe BZX Exchange, Inc. (the “Exchange”). The Trust’s investment objective is to reflect the performance of the price of bitcoin less the net operating expenses of the Trust. The Trust is managed and controlled by VanEck Digital Assets, LLC (the “Sponsor”), a wholly-owned subsidiary of Van Eck Associates Corporation (“VanEck”). The CSC Delaware Trust Company is the “Trustee” of the Trust. Note 2. Significant Accounting Policies: A. Basis of Preparation and Use of Estimates The preparation of financial statements in conformity with U.S. generally accepted accounting principles (“GAAP”) requires management to make estimates and assumptions that affect the reported amounts and disclosures in the financial statements. Actual results could differ from those estimates. The Trust qualifies as an investment company solely for accounting purposes and not for any other purpose and follows accounting and reporting requirements of Accounting Standards Codification (“ASC”) Topic 946 Financial Services—Investment Companies (“ASC Topic 946”) , but is not registered, and is not required to be registered, as an investment company under the Investment Company Act of 1940, as amended. B. Cash Cash, if any, represents cash deposits held at a major financial institution and is subject to credit risk to the extent its balance exceeds the federally insured limits. As of March 31, 2026, and December 31, 2025, the Trust did not hold cash. C. Investment Valuation The Trust values its investment in bitcoin and other assets and liabilities at fair value. Fair value is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants on the measurement date. The Trust identifies and determines the bitcoin principal market (or in the absence of a principal market, the most advantageous market) for GAAP financial statement purposes consistent with the application of fair value measurement framework in Financial Accounting Standards Board (“FASB”) ASC 820 at 11:59 p.m. EST. Under ASC 820, a principal market is the market with the greatest volume and activity level for the asset or liability. The Sponsor on behalf of the Trust will determine in its sole discretion the valuation sources and policies used to prepare the Trust’s financial statements in accordance with GAAP. Various inputs are used in determining the fair value of assets and liabilities. Inputs may be based on independent market data or they may be internally developed. These inputs are categorized into a disclosure hierarchy consisting of three broad levels for financial reporting purposes. The three levels of the fair value hierarchy are as follows: Level 1 – Unadjusted quoted prices in active markets for identical assets or liabilities; Level 2 – Inputs other than quoted prices included within Level 1 that are observable for the asset or liability either directly or indirectly, including quoted prices for similar assets or liabilities in active markets, quoted prices for identical or similar assets or liabilities in markets that are not considered to be active, inputs other than quoted prices that are observable for the asset or liability, and inputs that are derived principally from or corroborated by observable market data by correlation or other means; and Level 3 – Unobservable inputs where there are little or no market activity for the asset or liability, including the Trust’s assumptions used in determining the fair value of investments. 5 VANECK BITCOIN ETF Notes to Unaudited Financial Statements (continued) March 31, 2026 The following is a summary of the fair value hierarchy as of March 31, 2026, and December 31, 2025: March 31, 2026 Level 1 Level 2 Level 3 Total Assets Investment in bitcoin $ 1,158,283,647 $ — $ — $ 1,158,283,647 December 31, 2025 Level 1 Level 2 Level 3 Total Assets Investment in bitcoin $ 1,382,273,990 $ — $ — $ 1,382,273,990 The following represents the changes in quantity of bitcoin and the respective fair value: Bitcoin Fair Value Beginning balance as of January 1, 2026 15,809.70 $ 1,382,273,990 Bitcoin purchased 2,524.18 190,285,770 Bitcoin sold ( 1,329.26 ) ( 104,363,656 ) Net change in unrealized appreciation (depreciation) from investment in bitcoin — ( 307,116,056 ) Net realized loss on investment in bitcoin — ( 2,796,401 ) Ending balance as of March 31, 2026 17,004.62 $ 1,158,283,647 Bitcoin Fair Value Beginning balance as of January 1, 2025 13,716.83 $ 1,280,450,332 Bitcoin purchased 7,247.29 776,285,158 Bitcoin sold ( 5,154.42 ) ( 480,458,288 ) Net change in unrealized appreciation (depreciation) from investment in bitcoin — ( 278,761,960 ) Net realized gain on investment in bitcoin — 84,758,748 Ending balance as of December 31, 2025 15,809.70 $ 1,382,273,990 D. Bitcoin Bitcoin transactions are accounted for on trade date. Realized gains and losses on the sale of bitcoin are determined based on the average cost method. Under ASC Topic 946, the average cost method is an accepted method to determine realized gains and losses on the sale of bitcoin. Proceeds received by the Trust from the issuance of baskets consist of bitcoin. Deposits of bitcoin are held by Gemini Trust Company, LLC (the “Bitcoin Custodian”) and at Coinbase Custody Trust Company, LLC (the “Additional Bitcoin Custodian”, and collectively the “Bitcoin Custodians”), on behalf of the Trust until (i) delivered out in connection with redemptions of baskets or cash or (ii) sold by the Sponsor, which may be facilitated by the Bitcoin Custodians, to pay fees due to the Sponsor and Trust expenses and liabilities not assumed by the Sponsor. E. Calculation of Net Asset Value The Trust’s net asset value (“NAV”) is calculated based on the Trust’s net asset holdings, as reconciled to the Bitcoin Custodians’ accounts, on a market approach determined on a daily basis using the MarketVector TM Bitcoin Benchmark Rate price at 4:00 pm EST. The Trust’s NAV per Share is calculated by taking the current market value of its total assets, subtracting any liabilities, and then dividing that total by the total number of outstanding Shares. The Trust Agreement gives the Sponsor the exclusive authority to determine the Trust’s NAV and the Trust’s NAV per Share, which it has delegated to the Administrator. 6 VANECK BITCOIN ETF Notes to Unaudited Financial Statements (continued) March 31, 2026 F. Federal Income Taxes The Trust is treated as a grantor trust for federal income tax purposes and, therefore, no provision for federal income taxes is required. Any interest, expenses, gains and losses are passed through to the holders of Shares of the Trust. The Sponsor has reviewed the tax positions for the periods presented and has determined that no provision for income tax is required in the Trust’s financial statements. G. Segment Reporting The Chief Financial Officer and Treasurer of the Sponsor acts as the Trust’s chief operating decision maker (“CODM”), assessing performance and making decisions about resource allocation. The CODM has determined that the Trust has a single operating segment based on the fact that the Trust’s long-term strategic asset allocation is pre-determined in accordance with the terms of its prospectus, with a defined investment strategy which is executed by the Sponsor. The financial information provided to and reviewed by the CODM is presented within the Trust’s financial statements. H. Interim financial statements The financial statements included herein were prepared without audit according to the rules and regulations of the Securities and Exchange Commission. Certain information and footnote disclosures normally included in financial statements prepared in accordance with GAAP may be omitted pursuant to such rules and regulations. The financial statements reflect, in the opinion of management, all adjustments necessary that were of a normal and recurring nature and adequate disclosures to present fairly the financial position and results of operations as of and for the periods indicated. The results of operations for the three months ended March 31, 2026 and 2025, are not necessarily indicative of the results to be expected for the full year or for any other period. These financial statements should be read in conjunction with the audited financial statements and the notes thereto included in the Form 10-K previously filed with the SEC. Note 3. Trust Expenses and Other Agreements The Trust pays the Sponsor a unified fee (the “Sponsor Fee”) of 0.20 % of average daily net assets that accrues daily and pays monthly. Effective for the period from November 25, 2024 through July 31, 2026, the Sponsor will waive the entire Sponsor Fee for the first $ 2.5 billion of the Trust’s assets. If the Trust’s assets exceed $ 2.5 billion prior to July 31, 2026, the Sponsor Fee charged on assets over $ 2.5 billion will be 0.20 % of average daily net assets. After July 31, 2026, the Sponsor Fee will be 0.20 % of average daily net assets. The Sponsor has agreed to pay all operating expenses (except for litigation expenses and other extraordinary expenses) out of the Sponsor Fee. The Sponsor from time to time will sell bitcoin, which may be facilitated by one or more liquidity providers and/or the Bitcoin Custodians, in such quantity as is necessary to permit payment of the Sponsor Fee and Trust expenses and liabilities not assumed by the Sponsor. The Trustee fee is paid by the Sponsor and is not an expense of the Trust. The Trust holds its bitcoin at the Bitcoin Custodian and at the Additional Bitcoin Custodian, both of which are regulated third-party custodians that carry insurance (in the case of the Additional Bitcoin Custodian, such insurance is carried by its parent, Coinbase Inc., and is intended to cover the loss of client assets held by Coinbase Inc. and its subsidiaries, including the Additional Bitcoin Custodian) and are responsible for safekeeping of bitcoin owned by the Trust and holding private keys that provide access to the bitcoin in the Trust’s bitcoin account. State Street Bank and Trust Company serves as the Trust’s administrator, transfer agent and cash custodian. Note 4. Related Parties The Sponsor is considered to be a related party to the Trust. 7 VANECK BITCOIN ETF Notes to Unaudited Financial Statements (continued) March 31, 2026 MarketVector Indexes GmbH is the index sponsor and index administrator for the MarketVector TM Bitcoin Benchmark Rate, which is used by the Trust to determine its NAV. MarketVector Indexes GmbH is an indirectly wholly-owned subsidiary of VanEck. Van Eck Securities Corporation, a marketing agent to the Trust, is a wholly-owned subsidiary of VanEck. As of March 31, 2026 and December 31, 2025, the VanEck’s ownership in the Trust represents approximately 6 % of net assets. VanEck is a minority interest holder in the parent company of the Bitcoin Custodian, representing less than 1 % of its equity. Note 5. Capital Share Transactions Investors can buy and sell Shares of the Trust in secondary market transactions through brokers. Shares trade on the Exchange under the ticker symbol HODL. Shares are bought and sold throughout the trading day like other publicly traded securities. The Trust continuously offers the Shares in baskets consisting of 25,000 Shares to authorized participants. Authorized participants pay a transaction fee for each order they place to create or redeem one or more baskets. The Administrator calculates the cost to purchase (or sell in the case of a redemption order) the amount of bitcoin represented by the baskets being created (or redeemed); the amount of bitcoin represented is equal to the combined NAV of the number of Shares included in the baskets being created (or redeemed). The Trust creates and redeems Shares, but only in one or more baskets. Baskets are only made in exchange for delivery to the Trust or the distribution by the Trust of the amount of bitcoin represented by the baskets being created or redeemed, the amount of which is equal to the combined NAV of the number of Shares included in the baskets being created or redeemed determined as of 4:00 p.m. EST on the day the order to create or redeem baskets is properly received. The authorized participants deliver cash or bitcoin to create baskets and receive cash or bitcoin when redeeming Shares. For a subscription in cash, an authorized participant will deliver cash to the Trust’s account at the cash custodian, which the Sponsor will then use to purchase bitcoin from a liquidity provider chosen by the Sponsor. For a redemption in cash, the Sponsor will arrange for the bitcoin represented by the basket to be sold to a liquidity provider chosen by the Sponsor and the cash proceeds distributed from the Trust’s account at the cash custodian to the authorized participant. For an “in-kind” subscription, authorized participants will deliver, or arrange for the delivery by the authorized participant’s designee of, bitcoin to the Trust’s account with the Bitcoin Custodian or Additional Bitcoin Custodian in exchange for Shares when they purchase Shares. For an “in-kind” redemption transaction with the Trust, when authorized participants redeem Shares, the Trust through the Bitcoin Custodian or the Additional Bitcoin Custodian, will deliver bitcoin to such authorized participants, or a designee thereof, in exchange for their Shares. Only authorized participants may place orders to create and redeem baskets through the transfer agent. The transfer agent will coordinate with the Trust’s Bitcoin Custodians to facilitate settlement of the Shares and bitcoin. Share and capital activity is as follows: Three Months Ended March 31, 2026 2025 (a) Shares Amount Shares Amount Beginning of period 55,900,000 $ 1,157,308,754 48,500,000 $ 861,481,884 Shares issued 8,925,000 190,285,770 5,175,000 141,284,030 Shares redeemed ( 4,700,000 ) ( 104,363,656 ) ( 3,200,000 ) ( 82,515,511 ) End of period 60,125,000 $ 1,243,230,868 50,475,000 $ 920,250,403 (a) Shares amounts have been adjusted to reflect a 4 for 1 share split for activity that occurred prior to February 14, 2025, the effective date of the share split. 8 VANECK BITCOIN ETF Notes to Unaudited Financial Statements (continued) March 31, 2026 Note 6. Commitments and Contingent Liabilities In the normal course of business, the Trust enters into contracts that contain a variety of general indemnifications. The Trust’s maximum exposure under these agreements is unknown as this would involve future claims that may be made against the Trust that have not yet occurred. However, the Sponsor believes the risk of loss under these arrangements to be remote. Note 7. Concentration Risk Substantially all of the Trust’s assets are holdings of bitcoin, which creates a concentration risk associated with fluctuations in the value of bitcoin due to a number of factors. Accordingly, a decline in the value of bitcoin will have an adverse effect on the value of the Shares of the Trust. Factors that may have the effect of causing a decline in the value of bitcoin include high volatility, which could have a negative impact on the performance of the Trust. Bitcoin platforms are relatively new and may be unregulated or may be subject to regulation in a relevant jurisdiction, but may not be complying, and therefore, may be more exposed to fraud and security breaches than established, regulated exchanges for other financial assets or instruments, which could have a negative impact on the performance of the Trust. The value of the Shares depends on the development and acceptance of the bitcoin network. The slowing or stopping of the development or acceptance of the bitcoin network may adversely affect an investment in the Trust. The price of bitcoin on the bitcoin market has exhibited periods of extreme volatility. Digital assets such as bitcoin were only introduced within the past decade, and the medium-to-long term value of the Shares is subject to a number of factors relating to the capabilities and development of block-chain technologies and to the fundamental investment characteristics of digital assets that are uncertain and difficult to evaluate. The Trust is subject to risks due to its concentration of investments in a single asset class. Possible illiquid markets may exacerbate losses or increase the variability between the Trust’s NAV and its market price. The amount of bitcoin represented by the Shares may decline over time. Future and current regulations by a United States or foreign government or quasi-governmental agency could have an adverse effect on an investment in the Trust. Shareholders do not have the protections associated with ownership of Shares in an investment company registered under the 1940 Act or the protections afforded by the Commodity Exchange Act. Future legal or regulatory developments may negatively affect the value of bitcoin or require the Trust or the Sponsor to become registered with the SEC or CFTC, which may cause the Trust to liquidate. The Exchange on which the Shares are listed may halt trading in the Trust’s Shares, which would adversely impact a Shareholder’s ability to sell Shares. The market infrastructure of the bitcoin spot market could result in the absence of active authorized participants able to support the trading activity of the Trust. 9 VANECK BITCOIN ETF Notes to Unaudited Financial Statements (continued) March 31, 2026 Note 8. Financial Highlights (a) The financial highlights summarize certain per share operating information and financial ratios of net investment loss and expenses, to daily average net assets for the periods below. An individual investor’s return and ratios may vary based on the timing of capital transactions: Three Months Ended March 31, 2026 Three Months Ended March 31, 2025 Net asset value per share, beginning of period $ 24.73 $ 26.40 From investment operations: Net investment loss (b) 0.00 0.00 Net realized gain (loss) and change in unrealized appreciation (depreciation) from investments in bitcoin (c) ( 5.47 ) ( 2.94 ) Net increase (decrease) resulting from operations ( 5.47 ) ( 2.94 ) Net asset value per share, end of period $ 19.26 $ 23.46 Total return (d) ( 22.12 )% ( 11.14 )% Ratios to average net assets (e) Expenses before fee waiver 0.20 % 0.20 % Expenses after fee waiver 0.00 % 0.00 % Net investment loss 0.00 % 0.00 % (a) On February 14, 2025 the Trust effected a 4 for 1 share split. Per share data prior to that date has been adjusted to reflect the share split. (b) Net investment loss per share has been calculated based upon an average of daily shares outstanding. (c) The amount shown for a share outstanding throughout the period may not agree with the change in the aggregate gains and losses for the period because of the timing of sales and repurchases of the Trust’s shares in relation to fluctuating market values of BTC. (d) Returns are not annualized and inc lude adjustments required by GAAP. Returns for financial statements purposes may differ from net asset values and performance reported elsewhere by the Trust. (e) Annualized. Note 9. Subsequent Event Review The Trust has evaluated subsequent events and transactions for potential recognition or disclosure through the date the financial statements were issued and has determined that there are no material events that would require disclosure in the financial statements. 10 Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations. This information should be read in conjunction with the financial statements and notes to financial statements included with this Report. The discussion and analysis that follows may contain statements that relate to future events or future performance. In some cases, such forward-looking statements can be identified by terminology such as “may,” “will,” “should,” “could,” “expect,” “plan,” “anticipate,” “believe,” “estimate,” “predict,” “potential” or the negative of these terms or other comparable terminology. All statements (other than statements of historical fact) included in this Report that address activities, events or developments that may occur in the future, including such matters as changes in commodity prices and market conditions (for bitcoin and the Shares), the operations of the Trust, the plans of the Sponsor and references to the Trust’s future success and other similar matters are forward-looking statements. These statements are only predictions. Actual events or results may differ materially. These statements are based upon certain assumptions and analyses made by the Sponsor on the basis of its perception of historical trends, current conditions and expected future developments, as well as other factors it believes are appropriate in the circumstances. Whether or not actual results and developments will conform to the Sponsor’s expectations and predictions is subject to a number of risks and uncertainties, including the special considerations discussed in this Report, general economic, market and business conditions, changes in laws or regulations, including those concerning taxes, made by governmental authorities or regulatory bodies, and other world economic and political developments. Consequently, all the forward-looking statements made in this Report are qualified by these cautionary statements, and there can be no assurance that the actual results or developments the Sponsor anticipates will be realized or, even if substantially realized, will result in the expected consequences to, or have the expected effects on, the Trust’s operations or the value of the Shares issued by the Trust. Moreover, neither the Sponsor nor any other person assumes responsibility for the accuracy or completeness of the forward-looking statements. Neither the Trust nor the Sponsor undertakes an obligation to publicly update or conform to actual results any forward-looking statement, whether as a result of new information, future developments or otherwise, except as required by law. Introduction The Trust is a Delaware statutory trust. The Trust does not have directors, officers or employees. The creation and operation of the Trust has been arranged by the Sponsor. The Trust is administered by the Trust Agreement, among the Sponsor, the Trustee and the Delaware Trustee. The Trust is managed and controlled by the Sponsor, a wholly-owned subsidiary of VanEck. The Sponsor is not governed by a board of directors. The Trust’s investment objective is to reflect the performance of bitcoin less the operating expenses of the Trust. The Trust is a passive investment vehicle that does not seek to pursue any investment strategy beyond tracking the price of bitcoin. The Trust does not engage in any activities designed to obtain a profit from, or ameliorate losses caused by, changes in the price of bitcoin. The Trust issues and redeems Shares only in aggregations of 25,000 Shares, a Basket, or integral multiples thereof, and only in transactions with Authorized Participants. Shares of the Trust trade on the Exchange under the ticker symbol “HODL.” Computation of Net Asset Value The Trust’s NAV is calculated based on the Trust’s net asset holdings, as reconciled to the Bitcoin Custodians’ accounts, on a market approach determined on a daily basis in accordance with the MarketVector TM Bitcoin Benchmark Rate price at 4:00 p.m. EST. The Trust’s NAV per Share is calculated by taking the current market value of its total assets, subtracting any liabilities, and then dividing that total by the total number of outstanding Shares. The Trust Agreement gives the Sponsor the exclusive authority to determine the Trust’s NAV and the Trust’s NAV per Share, which it has delegated to the Administrator. Liquidity The Trust is not aware of any trends, demands, conditions or events that are reasonably likely to result in material changes to its liquidity needs. In exchange for a fee, the Sponsor has agreed to assume most of the expenses incurred by the Trust. As a result, the 11 only ordinary expense of the Trust during the period covered by this Report was the Sponsor’s Fee. The Trust’s only source of liquidity is its sales of bitcoin. Significant Accounting Policies In preparing financial statements in conformity with accounting principles generally accepted in the United States of America (“GAAP”), management makes estimates and assumptions that affect the reported amounts of assets, liabilities and disclosures of contingent assets and liabilities at the date of the financial statements, as well as the reported amount of revenue and expenses reported during the period. Actual results could differ from these estimates. A description of the valuation of bitcoin, a critical accounting policy that the Trust believes is important to understanding its results of operations and financial position, is provided in the section entitled “Computation of Net Asset Value” above. In addition, please refer to Note 2 to the Financial Statements included in this Report for further discussion of the Trust’s accounting policies. Results of Operations The Quarter Ended March 31,2026 The Trust’s NAV decreased from $1,382,273,990 at December 31, 2025 to $1,158,283,647 at March 31, 2026, a 16.20% decrease. The decrease in the Trust’s NAV resulted primarily from a decrease in the price of bitcoin, which decreased 22.10% from $87,432.00 at December 31, 2025 to $68,115.81 at March 31, 2026. In addition, the number of outstanding Shares increased from 55,900,000 Shares at December 31, 2025 to 60,125,000 Shares at March 31, 2026. This is the net result of 8,925,000 Shares (357 Baskets) being created and 4,700,000 Shares (188 Baskets) being redeemed during the period. The 22.12 % decrease in the NAV per Share from $24.73 at December 31, 2025 to $19.26 at March 31, 2026 is primarily related to the 22.10% decrease in the price of bitcoin during this period. The NAV per Share of $27.59 on January 14, 2026, was the highest during the quarter, compared with a low during the quarter of $18.08 on February 5, 2026. Net decrease in net assets resulting from operations for the quarter ended March 31, 2026, was $309,912,457 resulting from a net unrealized depreciation on investment in bitcoin of $307,116,056, and a net realized loss of $2,796,401 on bitcoin sold for the redemption of Shares. The Trust had no expenses during the quarter as they were all waived by the Sponsor. Item 3. Quantitative and Qualitative Disclosures About Market Risk. The Trust is a passive investment vehicle. The Trust does not use leverage, invest in derivative financial instruments, engage in foreign currency transactions, or have long-term debt. The principal market risk to which the Trust is exposed is the market price of bitcoin. Changes in the market price of bitcoin will directly affect the value of the Trust’s bitcoin holdings and the net asset value of the Shares, and such price may be volatile. Item 4. Controls and Procedures. The duly authorized officers of the Sponsor performing functions equivalent to those a principal executive officer and principal financial officer of the Trust would perform if the Trust had any officers have evaluated the effectiveness of the Trust’s disclosure controls and procedures, and have concluded that the disclosure controls and procedures of the Trust were effective as of the end of the period covered by this Report to provide reasonable assurance that information required to be disclosed in the reports that the Trust files or submits under the Securities Exchange Act of 1934, as amended, is recorded, processed, summarized and reported, within the time periods specified in the applicable rules and forms, and that it is accumulated and communicated to the duly authorized officers of the Sponsor performing functions equivalent to those a principal executive officer and principal financial officer of the Trust would perform if the Trust had any officers, as appropriate to allow timely decisions regarding required disclosure. There are inherent limitations to the effectiveness of any system of disclosure controls and procedures, including the possibility of human error and the circumvention or overriding of the controls and procedures. There were no changes in the Trust’s internal control over financial reporting that occurred during the period covered by this Report that have materially affected, or are reasonably likely to materially affect, the Trust’s internal control over financial reporting. 12 Part II. OTHER INFORMATION. Item 1. Legal Proceedings. None. Item 1A. Risk Factors. Digital Asset Markets In The United States Exist In A State Of Regulatory Uncertainty, And Adverse Legislative Or Regulatory Developments Could Significantly Harm The Value Of Bitcoin Or The Shares, Such As By Banning, Restricting Or Imposing Onerous Conditions Or Prohibitions On The Use Of Bitcoins, Mining Activity, Digital Wallets, The Provision Of Services Related To Trading And Providing Custody Services For Bitcoin, The Operation Of The Bitcoin Network, Or The Digital Asset Markets Generally There is a lack of consensus regarding the regulation of digital assets, including bitcoin, and their markets. As a result of the growth in the size of the digital asset market, as well as the 2022 Events, the U.S. Congress and a number of U.S. federal and state agencies (including FinCEN, SEC, Office of the Comptroller of the Currency (the “OCC”), CFTC, FINRA, the Consumer Financial Protection Bureau (“CFPB”), the Department of Justice, the Department of Homeland Security, the Federal Bureau of Investigation, the Internal Revenue Service (“IRS”), state financial institution regulators, and others) have been examining the operations of digital asset networks, digital asset users and the digital asset markets. Many of these state and federal agencies have brought enforcement actions or issued consumer advisories regarding the risks posed by digital assets to investors. Ongoing and future regulatory actions with respect to digital assets generally or bitcoin in particular may alter, perhaps to a materially adverse extent, the nature of an investment in the Shares or the ability of the Trust to continue to operate. The 2022 Events, including among others the bankruptcy filings of FTX and its subsidiaries, Three Arrows Capital, Celsius Network, Voyager Digital, Genesis, BlockFi and others, and other developments in the digital asset markets, have resulted in calls for heightened scrutiny and regulation of the digital asset industry, with a specific focus on intermediaries such as digital asset platforms, platforms, and custodians. Federal and state legislatures and regulatory agencies may introduce and enact new laws and regulations to regulate crypto asset intermediaries, such as digital asset platforms and custodians. The March 2023 collapses of Silicon Valley Bank, Silvergate Bank, and Signature Bank, which in some cases provided services to the digital asset industry, may amplify and/or accelerate these trends. U.S. federal and state regulators, as well as the White House, have issued reports and releases concerning crypto assets, including bitcoin and crypto asset markets. Further, in 2023 the House of Representatives formed two new subcommittees: the Digital Assets, Financial Technology and Inclusion Subcommittee and the Commodity Markets, Digital Assets, and Rural Development Subcommittee, each of which were formed in part to analyze issues concerning crypto assets and demonstrate a legislative intent to develop and consider the adoption of federal legislation designed to address the perceived need for regulation of and concerns surrounding the crypto industry. However, the extent and content of any forthcoming laws and regulations are not yet ascertainable with certainty, and it may not be ascertainable in the near future. We cannot predict how these and other related events will affect us or the crypto asset business. There remains substantial uncertainty regarding the regulation of digital assets, including bitcoin, and their markets, notwithstanding certain recent federal interpretive actions intended to provide additional clarity. On March 17, 2026, the SEC issued an interpretive release (the “Interpretive Release”) regarding the application of the federal securities laws to certain types of digital assets and certain transactions involving digital assets., and the CFTC concurrently provided guidance that it and its staff will administer the Commodity Exchange Act consistent with that interpretation. Among other things, the Interpretive Release introduces a taxonomy for crypto addresses how a non-security crypto asset may become subject to, and may cease to be subject to, an investment contract; and clarifies the application of the federal securities laws to airdrops, protocol mining, protocol staking and the wrapping of a non-security crypto asset. Although the March 17, 2026 interpretive guidance may provide greater clarity in certain respects, this guidance is not binding law, may be revised, and does not eliminate uncertainty, particularly with respect to the regulatory treatment of specific activities or transactions involving crypto assets.In August 2021, the chair of the SEC stated that he believed investors using digital asset trading platforms are not adequately protected, and that activities on the platforms can implicate the securities laws, commodities laws and banking laws, raising a number of issues related to protecting investors and consumers, guarding against illicit activity, and ensuring financial stability. The chair expressed a need for the SEC to have additional authorities to prevent transactions, products, and platforms from “falling between regulatory cracks,” as well as for more resources to protect investors in “this growing and volatile sector.” The chair called for federal legislation centering on digital asset trading, lending, and decentralized finance platforms, seeking “additional plenary authority” to write rules for digital asset trading and lending. It is not possible to predict whether, or when, any of these developments will lead to Congress granting additional authorities to the CFTC, SEC or other regulators, what the nature of such 13 additional authorities might be, how additional legislation and/or regulatory oversight might impact the ability of digital asset markets to function or how any new regulations or changes to existing regulations might impact the value of digital assets generally and bitcoin held by the Trust specifically. The consequences of increased federal regulation of digital assets and digital asset activities could have a material adverse effect on the Trust and the Shares. FinCEN requires any administrator or exchanger of convertible virtual currency (“CVC”) to register with FinCEN as a money transmitter and comply with the anti- money laundering regulations applicable to money transmitters. Entities which fail to comply with such regulations are subject to fines, may be required to cease operations, and could have potential criminal liability. For example, in 2015, FinCEN assessed a $700,000 fine against a sponsor of a digital asset for violating several requirements of the Bank Secrecy Act by acting as an MSB and selling the digital asset without registering with FinCEN, and by failing to implement and maintain an adequate anti-money laundering program. In 2017, FinCEN assessed a $110,000,000 fine against BTC-e, a now defunct digital asset exchange, for similar violations. The requirement that exchangers that do business in the United States register with FinCEN and comply with anti- money laundering regulations may increase the cost of buying and selling bitcoin and therefore may adversely affect the price of bitcoin and an investment in the Shares. The Office of Foreign Assets Control (“OFAC”) of the U.S. Department of the Treasury (the “U.S. Treasury Department”) has added digital currency addresses, including addresses on the Bitcoin Blockchain, to the list of Specially Designated Nationals whose assets are blocked, and with whom U.S. persons are generally prohibited from dealing. Such actions by OFAC, or by similar organizations in other jurisdictions, may introduce uncertainty in the market as to whether bitcoin that has been associated with such addresses in the past can be easily sold. This “tainted” bitcoin may trade at a substantial discount to untainted bitcoin. Reduced fungibility in the bitcoin markets may reduce the liquidity of bitcoin and therefore adversely affect their price. In February 2020, then-U.S. Treasury Secretary Steven Mnuchin stated that digital assets were a “crucial area” on which the U.S. Treasury Department has spent significant time. Secretary Mnuchin announced that the U.S. Treasury Department is preparing significant new regulations governing digital asset activities to address concerns regarding the potential use for facilitating money laundering and other illicit activities. In December 2020, FinCEN, a bureau within the U.S. Treasury Department, proposed a rule that would require financial institutions to submit reports, keep records, and verify the identity of customers for certain transactions to or from so-called “unhosted” wallets, also commonly referred to as self-hosted wallets. In January 2021, then U.S. Treasury Secretary nominee Janet Yellen stated her belief that regulators should “look closely at how to encourage the use of digital assets for legitimate activities while curtailing their use for malign and illegal activities.” Under regulations from the New York State Department of Financial Services (“NYDFS”), businesses involved in digital asset business activity for third parties in or involving New York, excluding merchants and consumers, must apply for a license, commonly known as a BitLicense, from the NYDFS and must comply with anti-money laundering, cybersecurity, consumer protection, and financial and reporting requirements, among others. As an alternative to a BitLicense, a firm can apply for a charter to become a limited purpose trust company under New York law qualified to engage in certain digital asset business activities. Other states have considered or approved digital asset business activity statutes or rules, passing, for example, regulations or guidance indicating that certain digital asset business activities constitute money transmission requiring licensure. The inconsistency in applying money transmitting licensure requirements to certain businesses may make it more difficult for these businesses to provide services, which may affect consumer adoption of bitcoin and its price. In an attempt to address these issues, the Uniform Law Commission passed a model law in July 2017, the Uniform Regulation of Virtual Currency Businesses Act, which has many similarities to the BitLicense and features a multistate reciprocity licensure feature, wherein a business licensed in one state could apply for accelerated licensure procedures in other states. It is still unclear, however, how many states, if any, will adopt some or all of the model legislation. Law enforcement agencies have often relied on the transparency of blockchains to facilitate investigations. However, certain privacy-enhancing features have been, or are expected to be, introduced to a number of digital asset networks. If the Bitcoin network were to adopt any of these privacy-enhancing features, these features may provide law enforcement agencies with less visibility into transaction-level data. Europol, the European Union’s law enforcement agency, released a report in October 2017 noting the increased use of privacy-enhancing digital assets like Zcash and Monero in criminal activity on the internet. In May 2022, OFAC banned all U.S. persons from using Blender.io, a digital asset mixing application that operates on the Bitcoin Blockchain to obfuscate the origin, destination and counterparties of blockchain transactions, by adding certain digital asset wallet addresses associated with Blender.io to its Specially Designated Nationals list. Blender.io receives a variety of transactions and mixes them together before transmitting them to their ultimate destinations. On March 23, 2022, Lazarus Group, a state-sponsored cyber hacking group associated with North Korea, carried out a major virtual currency heist from a blockchain project linked to the online game Axie Infinity; Blender.io was used in processing some of the illicit proceeds. The U.S. Treasury Department’s press release announcing the sanctions on Blender.io observed that, while most 14 virtual currency activity is licit, virtual currency can be used for illicit activity, including sanctions evasion, through mixers, peer-to-peer exchangers, darknet markets, and exchanges. This includes the facilitation of heists, ransomware schemes, and other cybercrimes. On October 19, 2023, FinCEN published proposed rulemaking to apply the authorities in Section 311 of the USA PATRIOT Act to impose requirements on financial institutions that engage in CVC transactions with CVC mixers. The proposed rule, if adopted, would require covered financial institutions to report to FinCEN any CVC transactions they process that involves CVC mixing within or involving a jurisdiction outside the United States. The term “CVC mixing” covers more than just transactions that involve CVC mixers like Tornado Cash, and seemingly could cover a broader range of conduct involving technologies, services, or methods that have the effect of obfuscating the source, destination, or amount of a CVC transaction, whether or not the obfuscation was intentional. If the rule were to be adopted as proposed and if the Bitcoin Blockchain were to be deemed to or were to adopt features which come within the rule’s ambit, it could cause covered financial institutions - such as many digital asset platforms, or the Trust’s service providers, such as the Cash Custodian - to reduce support for or cease offering services for bitcoin or to the Trust, which could impair the utility of bitcoin, the value of the Shares and the Trust’s ability to operate in compliance with new laws and regulations. Future Legal Or Regulatory Developments May Negatively Affect The Value Of Bitcoin Or Require The Trust Or The Sponsor To Become Registered With The SEC Or CFTC, Which May Cause The Trust To Liquidate. Current and future legislation, SEC and CFTC rulemaking, and other regulatory developments may impact the manner in which bitcoin are treated for classification and clearing purposes. In particular, although the Interpretive Release classified bitcoin as a digital commodity and not a security under the federal securities laws, bitcoin may nonetheless in the future be classified by the CFTC as a “commodity interest” under the CEA. Alternatively, in the future a court or a future SEC administration could conclude that bitcoin is a “security” under U.S. federal securities laws. The Sponsor and the Trust cannot be certain as to how future regulatory developments will impact the treatment of bitcoin under the law. In the face of such developments, the required registrations and compliance steps may result in extraordinary, nonrecurring expenses to the Trust. If the Sponsor decides to terminate the Trust in response to the changed regulatory circumstances, the Trust may be dissolved or liquidated at a time that is disadvantageous to Shareholders. The SEC 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 the outcome is difficult to predict. If bitcoin is in the future 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 would likely have material adverse consequences for the value of bitcoin. For example, it may become more difficult or impossible for bitcoin to be traded, cleared and custodied in the United States 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. To the extent that bitcoin is determined to be a security, the Trust and the Sponsor may also be subject to additional regulatory requirements, including under the 1940 Act, and the Sponsor may be required to register as an investment adviser under the Investment Advisers Act of 1940, as amended (the “Advisers Act”). If the Sponsor determines not to comply with such additional regulatory and registration requirements, the Sponsor will terminate the Trust. Any such termination could result in the liquidation of the Trust’s bitcoin at a time that is disadvantageous to Shareholders. To the extent that bitcoin is deemed to fall within the definition of a “commodity interest” under the CEA, the Trust and the Sponsor may be subject to additional regulation under the CEA and CFTC regulations. These additional requirements may result in extraordinary, recurring and/or nonrecurring expenses of the Trust, thereby materially and adversely impacting the Shares. If the Sponsor and/or the Trust determines not to comply with such additional regulatory and registration requirements, the Sponsor may terminate the Trust. Any such termination could result in the liquidation of the Trust’s bitcoin at a time that is disadvantageous to Shareholders. Item 2. Unregistered Sales of Equity Securities and Use of Proceeds. a) None. b) Not applicable. c) 4,700,000 Shares (188 Baskets) were redeemed during the quarter ended March 31, 2026. Period Total Number of Shares Redeemed Average Price Per Share 01/01/26 to 01/31/26 1,925,000 $ 25.49 02/01/26 to 02/28/26 1,000,000 19.92 03/01/26 to 03/31/26 1,775,000 19.93 Total 4,700,000 $ 22.21 15 Item 3. Defaults Upon Senior Securities. None. Item 4. Mine Safety Disclosures. Not applicable. Item 5. Other Information. Not applicable. Item 6. Exhibits. See the Exhibit Index below, which is incorporated by reference herein. Exhibit No. Exhibit Description 3.1 Certificate of Amendment to Certificate of Trust incorporated by reference to Exhibit 3.1 of the Current Report on Form 8-K filed by the Registrant on August 20, 2024 3.2 Certificate of Trust incorporated by reference to Exhibit 3.2 of the Registration Statement on Form S-1 filed by the Registrant on December 30, 2020 4.1 Third Amended and Restated Declaration of Trust and Trust Agreement incorporated by reference to Exhibit 4.1 of the Current Report on Form 8-K filed by the Registrant on March 1, 2024 4.2 Amendment No. 1 to the Third Amended and Restated Declaration of Trust and Trust Agreement incorporated by reference to Exhibit 4.1 of the Current Report on Form 8-K filed by the Registrant on August 20, 2024 10.1 Form of Authorized Participant Agreement by reference to Exhibit 10.1 of the current report on Form 8-K filed by the Registrant on November 20, 2025 10.2 Form of Marketing Agent Agreement incorporated by reference to Exhibit 10.2 of the Registration Statement on Form S-1 filed by the Registrant on October 27, 2023 10.3 Form of Custodial Services Agreement incorporated by reference to Exhibit 10.3 of the Registration Statement on Form S-1 filed by the Registrant on October 27, 2023 10.4 Trust Administration and Accounting Agreement incorporated by reference to Exhibit 10.4 of the Registration Statement on Form S-1 filed by the Registrant on December 29, 2023 10.5 Transfer Agency Agreement incorporated by reference to Exhibit 10.5 of the Registration Statement on Form S-1 filed by the Registrant on December 29, 2023 10.6 Form of Index Sub-Licensing Agreement incorporated by reference to Exhibit 10.6 of the Registration Statement on Form S-1 filed by the Registrant on October 27, 2023 10.7 Cash Custody Agreement incorporated by reference to Exhibit 10.7 of the Registration Statement on Form S-1 filed by the Registrant on December 29, 2023 10.8 Subscription Agreement incorporated by reference to Exhibit 10.8 of the Registration Statement on Form S-1 filed by the Registrant on December 29, 2023 16 10.9 Clearing Agreement incorporated by reference to Exhibit 10.9 of the Registration Statement on Form S-1 filed by the Registrant on January 8, 2024 10.10 Additional Bitcoin Custodian Agreement incorporated by reference to Exhibit 10.1 of the Current Report on Form 8-K filed by the Registrant on June 26, 2024. 31.1* Certification by Principal Executive Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 31.2* Certification by Principal Financial Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 32.1* Certification by Principal Executive Officer Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 32.2* Certification by Principal Financial Officer Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 101.INS* Inline XBRL Instance Document - the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document 101.SCH* Inline XBRL Taxonomy Extension Schema with Embedded Linkbase Documents 104* Cover Page Interactive Data File included as Exhibit 101 (embedded within the Inline XBRL document) * Filed herewith. 17 SIGNATURES Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this Report to be signed on its behalf by the undersigned in the capacities* indicated thereunto duly authorized. VANECK DIGITAL ASSETS, LLC Sponsor of VanEck Bitcoin ETF By: /s/ Jan F. van Eck* Jan F. van Eck President and Chief Executive Officer (Principal Executive Officer) By: /s/ John J. Crimmins* John J. Crimmins Vice President, Chief Financial Officer and Treasurer (Principal Financial Officer and Principal Accounting Officer) Date: May 14, 2026 * The Registrant is a trust and the persons are signing in their capacities as officers of VanEck Digital Assets, LLC, the Sponsor of the Registrant. 18