iShares Bitcoin Trust ETF 10-K

Item 9A. Controls and Procedures. Disclosure 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, with the participation of the Trustee, 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. Management ’ s Report on Internal Control over Financial Reporting This Annual Report does not include a report of management’s assessment regarding internal control over financial reporting or an attestation report of the company’s registered public accounting firm due to a transition period established by rules of the SEC for newly public companies. Changes in Internal Control over Financial Reporting There were no changes in the Trust’s internal control over financial reporting that occurred during the Trust’s period covered by this report that have materially affected, or are reasonably likely to materially affect, the Trust’s internal control over financial reporting. Item 9B. Other Information. Not applicable. Item 9C. Disclosure Regarding Foreign Jurisdictions that Prevent Inspections. Not applicable. 68 Table of Contents PART III Item 10. Directors, Executive Officers and Corporate Governance. The Trust does not have any directors, officers or employees. The following persons, in their respective capacities as directors or executive officers of the Sponsor, a Delaware limited liability company, perform certain functions with respect to the Trust that, if the Trust had directors or executive officers, would typically be performed by them. Shannon Ghia is the President and Chief Executive Officer, and Bryan Bowers is the Chief Financial Officer of the Sponsor. The Sponsor is managed by the Board of Directors composed of Philip Jensen, Peter Landini, Kimun Lee, Shannon Ghia and Bryan Bowers. Shannon Ghia, 47, has served as a Director of the Sponsor since March 2022 and became a principal of the Sponsor on April 18, 2022. Ms. Ghia is a Managing Director of BlackRock and has served as Global Co-Head of ETF Markets since January 1, 2022. ETF Markets encompasses the Global Markets and Product Engineering teams within EII Markets and Investments (“the Engine”) of BlackRock’s ETF and Index Investing organization. The Engine teams drive investment integrity and market quality in BlackRock’s ETF and index portfolios. Global Markets and Product Engineering together strive to safeguard ETF trading, evolve the ETF ecosystem and develop best-in-class products with enduring integrity that promote clients’ financial well‑being. From January 1, 2016 to December 31, 2021, Ms. Ghia served as the U.S. Head of iShares Global Markets and was responsible for overseeing primary and secondary trading of the iShares ETF suite and developing the ETF ecosystem. In this capacity, Ms. Ghia built out the ETF trading platform and operational best practices to support a greater complexity of products and an acceleration in trading volumes. She also worked closely with exchanges, ETF service providers and liquidity providers to promote ETF market quality. Ms. Ghia’s service with BlackRock or its affiliates dates to 2002, including her years with Barclays Global Investors. Ms. Ghia earned a BA degree in Business / Economics with an emphasis in Accounting from the University of California, Santa Barbara. Bryan Bowers , 48, has been employed by BlackRock or its affiliates since September 6, 2011, performing supervisory and managerial functions. Since October 4, 2021, Mr. Bowers has served as a Director of BlackRock and manages the Product Oversight and Governance team within BlackRock’s Global Accounting and Product Services (“GAAPS”) function. In that capacity, Mr. Bowers oversees fund accounting operations, strategic product initiatives, fund certifications, accounting policies and provides support to the audit committee of the Board for each iShares Trust, iShares, Inc. and iShares U.S. ETF Trust. From September 1, 2014 to October 3, 2021, Mr. Bowers served as a Director on the Global Financial Reporting on the Business Operations & Technology team within BlackRock’s GAAPS function. From September 6, 2011 to August 31, 2014, Mr. Bowers served as a Vice President on BlackRock’s Fund Administration team. Prior to joining BlackRock, Mr. Bowers served as an Assistant Vice President of State Street Corporation or its affiliates, where he served as a Unit Manager within the Global and Corporate Bond Accounting Units from September 1, 2007 to September 4, 2011. Mr. Bowers earned his B.S. degree in accounting from Stockton University. Philip Jensen, 65, is Chairman of the Sponsor’s audit committee. In June 2001, Mr. Jensen joined Paul Capital Partners, an investment firm focusing on the secondary private equity and healthcare markets, for which he presently serves as Partner and previously served as Chief Operating Officer from 2002 to 2020. Mr. Jensen received his Bachelor of Science from San Francisco State University and practiced as a California Certified Public Accountant through 1992. Peter Landini, 72 , is a member of the Sponsor’s audit committee. In January 2003, Mr. Landini joined RBP Investment Advisors, Inc., a financial planning consultancy firm, for which he presently serves as Partner and Wealth Manager. Mr. Landini received his Bachelor of Science in accounting from Santa Clara University and an MBA in finance from Golden Gate University. Mr. Landini is a certified financial planner. Kimun Lee, 77, is a member of the Sponsor’s audit committee. Mr. Lee is a California-registered investment adviser and has conducted his consulting business under the name Resources Consolidated since January 1980. Since September 2010, Mr. Lee has served as a member of the board of directors of Firsthand Technology Value Fund, Inc., a mutual fund company. Since April 2013, Mr. Lee has served as a member of the board of trustees of Firsthand Funds, a mutual fund company. Since April 2014, Mr. Lee has served as a member of the board of trustees of FundX Investment Trust, a mutual fund company. Until January 2005, Mr. Lee also served as a member of the board of trustees of Fremont Mutual Funds, Inc., a mutual fund company. Mr. Lee received his Bachelor of Arts from the University of the Pacific and an MBA from University of Nevada, Reno. He also completed the executive education program on corporate governance at Stanford Graduate School of Business. The Sponsor has a code of ethics (the “Code of Ethics”) that applies to its executive officers, including its Chief Executive Officer, President, Chief Financial Officer and Treasurer, who perform certain functions with respect to the Trust that, if the Trust had executive officers would typically be performed by them. The Code of Ethics is available by writing the Sponsor at 400 Howard Street, San Francisco, CA 94105 or calling the Sponsor at (415) 670-2000. The Sponsor’s Code of Ethics is intended to be a codification of the business and ethical principles that guide the Sponsor, and to deter wrongdoing, to promote (1) honest and ethical conduct (including the ethical handling of actual or apparent conflicts of interest), (2) full, fair, accurate, timely and understandable disclosure in public reports, documents and communications, (3) compliance with applicable laws and governmental rules and regulations, (4) the prompt internal reporting of violations of the Code of Ethics and (5) accountability for adherence to the Code of Ethics. Item 11. Executive Compensation. The Trust has no employees, officers or directors. The Trust is managed by the Sponsor and pays the Sponsor the Sponsor’s Fee. For the period from October 27, 2023 to December 31, 2023, the Trust did not incur any Sponsor’s Fee. 69 Table of Contents Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters. Securities Authorized for Issuance under Equity Compensation Plans Not applicable. Security Ownership of Certain Beneficial Owners and Management Not applicable. Item 13. Certain Relationships and Related Transactions, and Director Independence. See Item 11 above. Item 14. Principal Accounting Fees and Services. Audit and Non-Audit Fees The table below summarizes the fees for services performed by PricewaterhouseCoopers LLP for the period from October 27, 2023 to December 31, 2023. 2023 Audit fees $ 48,000 Audit-related fees 8,990 Tax fees — All other fees — Total $ 56,990 Approval of Independent Registered Public Accounting Firm Services and Fees The audit committee of the board of directors of the Sponsor approved, prior to the commencement of the engagement, the engagement of and compensation to be paid to PricewaterhouseCoopers LLP as auditors of the Trust. 70 Table of Contents Part IV Item 15. Exhibits, Financial Statement Schedules. Financial Statements See Index to Financial Statements on Page F-1 for a list of the financial statements being filed as part of this report. Financial Statement Schedules Schedules have been omitted since they are either not required, not applicable or the information has otherwise been included. Exhibits The following documents are filed herewith or incorporated herein and made a part of this Annual Report: Exhibit No. Description 3.1 Certificate of Trust of iShares Bitcoin Trust incorporated by reference to Exhibit 3.1 of the Registration Statement on Form S-1 (File No. 333-272680) filed by the Registrant on June 15, 2023 3.2 Certificate of Amendment to Certificate of Trust of iShares Bitcoin Trust incorporated by reference to Exhibit 3.2 of the Registration Statement on Form S-1 (File No. 333-272680) filed by the Registrant on October 19, 2023 4.1 Second Amended and Restated Trust Agreement incorporated by reference to Exhibit 4.1 of the Registration Statement on Form S-1 (File No. 333-272680) filed by the Registrant on January 8, 2024 4.2 Form of Authorized Participant Agreement incorporated by reference to Exhibit 4.2 of the Registration Statement on Form S-1 (File No. 333-272680) filed by the Registrant on December 22, 2023 4.3* Description of Securities Registered under Section 12 of the Securities Exchange Act of 1934 10.1 Amended and Restated Coinbase Prime Broker Agreement incorporated by reference to Exhibit 10.1 of the Registration Statement on Form S-1 (File No. 333-272680) filed by the Registrant on December 29, 2023 10.2 Coinbase Custody Custodial Services Agreement (included as Exhibit A in Exhibit 10.1) incorporated by reference to Exhibit 10.2 of the Registration Statement on Form S-1 (File No. 333-272680) filed by the Registrant on December 29, 2023 10.3 Coinbase Committed Trade Financing Agreement (included as Exhibit D in Exhibit 10.1) incorporated by reference to Exhibit 10.3 of the Registration Statement on Form S-1 (File No. 333-272680) filed by the Registrant on December 29, 2023 10.4 Services Agreement with The Bank of New York Mellon, as cash custodian and trust administrator incorporated by reference to Exhibit 10.4 of the Registration Statement on Form S-1 (File No. 333-272680) filed by the Registrant on December 29, 2023 10.5 ETF Services Agreement with BRIL incorporated by reference to Exhibit 10.4 of the Registration Statement on Form S-1 (File No. 333‑272680) filed by the Registrant on October 19, 2023 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 97.1* Executive Officer Incentive-Based Compensation Clawback Policy 71 Table of Contents 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 Document 101.CAL* Inline XBRL Taxonomy Extension Calculation Linkbase Document 101.DEF* Inline XBRL Taxonomy Extension Definition Linkbase Document 101.LAB* Inline XBRL Taxonomy Extension Label Linkbase Document 101.PRE* Inline XBRL Taxonomy Extension Presentation Linkbase Document 104 Cover Page Interactive Data File included as Exhibit 101 (embedded within the Inline XBRL document) * Filed herewith. Item 16. Form 10-K Summary. None. 72 Table of Contents iShares ® Bitcoin Trust Financial Statements Index Page Report of Independent Registered Public Accounting Firm (PCAOB ID 238 ) F-2 Statement of Assets and Liabilities at December 31, 2023 F-3 Statement of Changes in Net Assets for the Period from October 27, 2023 (Date of Seeding) to December 31, 2023 F-4 Statement of Cash Flows for the Period from October 27, 2023 (Date of Seeding) to December 31, 2023 F-5 Notes to Financial Statements F-6 F-1 Table of Contents Report of Independent Registered Public Accounting Firm To the Sponsor and Shareholders of iShares Bitcoin Trust Opinion on the Financial Statements We have audited the accompanying statement of assets and liabilities of iShares Bitcoin Trust (the “Trust”) as of December 31, 2023, and the related statements of changes in net assets and cash flows, including the related notes, for the period October 27, 2023 (date of seeding) through December 31, 2023 (collectively referred to as the “financial statements”). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Trust as of December 31, 2023, and the changes in its net assets and its cash flows for the period October 27, 2023 (date of seeding) through December 31, 2023 in conformity with accounting principles generally accepted in the United States of America. Basis for Opinion These financial statements are the responsibility of the Sponsor’s management. Our responsibility is to express an opinion on the Trust’s financial statements based on our audit. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Trust in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB. We conducted our audit of these financial statements in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. Our audit included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audit also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audit provides a reasonable basis for our opinion. /s/ PricewaterhouseCoopers LLP Philadelphia, Pennsylvania March 1, 2024 We have served as the Trust’s auditor since 2023. F-2 Table of Contents iShares ® Bitcoin Trust Statement of Assets and Liabilities At December 31, 2023 December 31, 2023 Assets Cash $ 100,000 Total Assets 100,000 Liabilities Total Liabilities — Commitments and contingent liabilities (Note 6) — Net Assets $ 100,000 Shares issued and outstanding (a) 4,000 Net asset value per Share (Note 2C) $ 25.00 (a) No par value, unlimited amount authorized. See notes to financial statements. F-3 Table of Contents iShares ® Bitcoin Trust Statement of Changes in Net Assets For the Period from October 27, 2023 (Date of Seeding) to December 31, 2023 For the Period from October 27, 2023 (Date of Seeding) to December 31, 2023 Net Assets at October 27, 2023 $ - Operations: Net investment loss - Net realized gain - Net change in unrealized appreciation/depreciation - Net increase (decrease) in net assets resulting from operations - Capital Share Transactions: Contributions for Shares issued 100,000 Distributions for Shares redeemed - Net increase in net assets from capital share transactions 100,000 Increase (decrease) in net assets 100,000 Net Assets, End of Period $ 100,000 Shares issued and redeemed Shares issued 4,000 Shares redeemed - Net increase in Shares issued and outstanding 4,000 See notes to financial statements. F-4 Table of Contents iShares ® Bitcoin Trust Statement of Cash Flows For the Period from October 27, 2023 (Date of Seeding) to December 31, 2023 For the Period from October 27, 2023 (Date of Seeding) to December 31, 2023 Cash Provided by Operating Activities Net increase (decrease) in net assets resulting from operations $ - Adjustments to reconcile net increase (decrease) in net assets resulting from operations to net cash provided by operating activities: Proceeds from bitcoin sold to pay expenses - Change in operating assets and liabilities: Sponsor’s fees payable - Net cash provided by operating activities - Cash Provided by Financing Activities Proceeds from issuance of capital shares 100,000 Net cash provided by financing activities 100,000 Cash Net increase (decrease) in cash 100,000 Cash, beginning of period - Cash, end of period $ 100,000 See notes to financial statements. F-5 Table of Contents iShares ® Bitcoin Trust Notes to Financial Statements December 31, 2023 1 - Organization The iShares Bitcoin Trust (the “Trust”) was organized on June 8, 2023 as a Delaware statutory trust. The trustee is BlackRock Fund Advisors (the “Trustee”), which is responsible for the day-to-day administration of the Trust. The Trust’s sponsor is iShares Delaware Trust Sponsor LLC, a Delaware limited liability company (the “Sponsor”). The Bank of New York Mellon serves as the “Trust Administrator”. The Trust is governed by the provisions of the Trust Agreement (the “Trust Agreement”) executed by the Sponsor, the Trustee and Wilmington Trust, National Association, a national association (“Delaware Trustee”), as of October 17, 2023. The Trust issues units of beneficial interest (“Shares”) representing fractional undivided beneficial interests in its net assets. As of December 31, 2023, the Trust had no operations other than a sale to BlackRock Financial Management, Inc. (the “Seed Capital Investor”) of 4,000 shares of common stock for $ 100,000 ($ 25.00 per share)(the “Seed Shares”). As a result, the Statement of Operations has been omitted. The Seed Capital Investor is an affiliate of the Sponsor. The Seed Capital Investor did not receive from the Trust, the Sponsor or any of their affiliates any fee or other compensation in connection with the purchase of the Seed Shares. The Trust seeks to reflect generally the performance of the price of bitcoin. The Trust seeks to reflect such performance before payment of the Trust’s expenses and liabilities. The Shares are intended to constitute a simple means for an investor to make an investment similar to an investment in bitcoin. The Trust qualifies as an investment company solely for accounting purposes and not for any other purpose and follows the accounting and reporting guidance under the Financial Accounting Standards Board Accounting Standards Codification Topic 946, Financial Services - Investment Companies, but is not registered, and is not required to be registered, as an investment company under the Investment Company Act of 1940, as amended. 2 - Significant Accounting Policies A. Basis of Accounting The following significant accounting policies are consistently followed by the Trust in the preparation of its financial statements in conformity with generally accepted accounting principles in the United States of America (“U.S. GAAP”). The preparation of financial statements in conformity with U.S. GAAP requires management to make certain estimates and assumptions that affect the reported amounts of assets and liabilities and disclosures of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenue and expenses during the reporting period. Actual results could differ from those estimates. B. Bitcoin Coinbase Custody Trust Company, LLC (the “Bitcoin Custodian”) is responsible for safekeeping the bitcoin owned by the Trust. The Bitcoin Custodian is appointed by the Trustee. Gain or loss on sales of bitcoin is calculated on a trade date basis using the average cost method. C. Calculation of Net Asset Value On each business day, as soon as practicable after 4:00 p.m. (Eastern Time), the net asset value of the Trust is obtained by subtracting all accrued fees, expenses and other liabilities of the Trust from the total assets held by the Trust. The Trustee computes the net asset value per Share by dividing the net asset value of the Trust by the number of Shares outstanding on the date the computation is made. D. Cash and Cash Equivalents Cash includes non-interest bearing, non-restricted cash maintained with one banking institution that does not exceed U.S. federally insured limits. E. 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 as of December 31, 2023 and has determined that no provision for income tax is required in the Trust’s financial statements. 3 - Trust Expenses The Trust will pay to the Sponsor a Sponsor’s fee in accordance with the Trust Agreement. The Sponsor’s fee shall be included in the Trust Agreement prior to the commencement of trading of Shares on the Nasdaq Stock Market LLC (“NASDAQ”). In exchange for the Sponsor’s fee, the Sponsor has agreed to assume the marketing and the following administrative expenses of the Trust: the fees of the Trustee, the Delaware Trustee, the Trust Administrator, the Bitcoin Custodian, and the The Bank of New York Mellon (the “Cash Custodian”), NASDAQ listing fees, Securities and Exchange Commission (“SEC”) registration fees, printing and mailing costs, tax reporting fees, audit fees, license fees and expenses and up to $ 500,000 per annum in ordinary legal fees and expenses. The Sponsor may determine in its sole discretion to assume legal fees and expenses of the Trust in excess of the $ 500,000 per annum required under the Trust Agreement. To the extent that the Sponsor does not voluntarily assume such fees and expenses, they will be the responsibility of the Trust. The Sponsor will also pay the costs of the Trust’s organization. The Trust is not obligated to repay any such costs related to the Trust’s organization and offering paid by the Sponsor. F- 6 Table of Contents 4 - Related Parties The Sponsor and the Trustee are considered to be related parties to the Trust. The Trustee’s fee is paid by the Sponsor and is not a separate expense of the Trust. As of December 31, 2023, the Seed Capital Investor, an affiliate of the Sponsor, owned 4,000 Shares, or 100 %, of the Trust. 5 - Indemnification The Trust Agreement provides that the Sponsor shall indemnify the Trustee, its directors, employees, delegees and agents against, and hold each of them harmless from, any loss, liability, claim, cost, expense or judgment of any kind whatsoever (including the reasonable fees and expenses of counsel) that is incurred by any of them and that arises out of or is related to ( 1 ) any offer or sale by the Trust of blocks of 40,000 shares (a “Basket”) ( 2 ) acts performed or omitted pursuant to the provisions of the Trust Agreement, (A) by the Trustee, its directors, employees, delegees and agents or (B) by the Sponsor or ( 3 ) any filings with or submissions to the SEC in connection with or with respect to the Shares, except that the Sponsor shall not have any obligations to pay any indemnification amounts incurred as a result of and attributable to ( x ) the willful misconduct, gross negligence or bad faith of, or material breach of the terms of the Trust Agreement by, the Trustee, (y) information furnished in writing by the Trustee to the Sponsor expressly for use in the registration statement, or any amendment thereto, filed with the SEC relating to the Shares that is not materially altered by the Sponsor or (z) any misrepresentations or omissions made by an authorized participant (other than the Sponsor) in connection with such authorized participant’s offer and sale of Shares. The Trust Agreement provides that the Trustee shall indemnify the Sponsor, its directors, employees, delegees and agents against, and hold each of them harmless from, any loss, liability, claim, cost, expense or judgment of any kind whatsoever (including the reasonable fees and expenses of counsel) ( 1 ) caused by the willful misconduct, gross negligence or bad faith of the Trustee or ( 2 ) arising out of any information furnished in writing to the Sponsor by the Trustee expressly for use in the registration statement, or any amendment thereto or periodic report, filed with the SEC relating to the Shares that is not materially altered by the Sponsor. The Trust Agreement provides that the Sponsor and its shareholders, directors, officers, employees, affiliates (as such term is defined under the Securities Act of 1933, as amended) and subsidiaries and agents shall be indemnified from the Trust and held harmless against any loss, liability, claim, cost, expense or judgment of any kind whatsoever (including the reasonable fees and expenses of counsel) arising out of or in connection with the performance of their obligations under the Trust Agreement or any actions taken in accordance with the provisions of the Trust Agreement and incurred without their ( 1 ) willful misconduct, gross negligence or bad faith or ( 2 ) reckless disregard of their obligations and duties under the Trust Agreement. The Trust has agreed that the Cash Custodian will only be responsible for any loss or damage suffered by the Trust as a direct result of the Cash Custodian’s negligence, fraud or willful default in the performance of its duties. The Trust’s maximum exposure under these arrangements is unknown because it involves future potential claims against the Trust, which cannot be predicted with any certainty. 6 - Commitments and Contingent Liabilities In the normal course of business, the Trust may enter into contracts with service providers that contain general indemnification clauses. The Trust’s maximum exposure under these arrangements is unknown as this would involve future claims that may be made against the Trust that have not yet occurred. 7 - Subsequent Events On January 5, 2024, the Seed Shares were redeemed for cash and the Seed Capital Investor purchased 400,000 Shares at a per-Share price of $ 25.00 (“Seed Creation Baskets”). Total proceeds to the Trust from the sale of the Seed Creation Baskets were $ 10,000,000 . With the above transaction, the Trust commenced operations and the Sponsor's fee started accruing daily at an annualized rate equal to 0.25 % of the net asset value of the Trust. The Trust's registration statement on Form S- 1 relating to its continous public offering of Shares was declared effective by the SEC on January 10, 2024 and the Shares of the Trust were listed on the NASDAQ on January 11, 2024. For a twelve -month period, starting January 11, 2024, the Sponsor will waive a portion of the Sponsor’s fee so that the Sponsor’s fee after the fee waiver will be equal to 0.12 % of the net asset value of the Trust for the first $ 5.0 billion of the Trust’s assets. Other than the items noted above there were no subsequent events requiring adjustment or additional disclosure in the financial statements. F- 7 Table of Contents 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. iShares Delaware Trust Sponsor LLC, Sponsor of the iShares Bitcoin Trust (registrant) /s/ Shannon Ghia Shannon Ghia Director, President and Chief Executive Officer (Principal executive officer) Date: March 1, 2024 Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities* and on the dates indicated. /s/ Shannon Ghia Shannon Ghia Director, President and Chief Executive Officer (Principal executive officer) Date: March 1, 2024 /s/ Bryan Bowers Bryan Bowers Director and Chief Financial Officer (Principal financial and accounting officer) Date: March 1, 2024 /s/ Philip Jensen Philip Jensen Director Date: March 1, 2024 /s/ Peter Landini Peter Landini Director Date: March 1, 2024 /s/ Kimun Lee Kimun Lee Director Date: March 1, 2024 * The registrant is a trust and the persons are signing in their respective capacities as officers or directors of iShares Delaware Trust Sponsor LLC, the Sponsor of the registrant.