What changed in this filing

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Item 9A. Controls and Procedures

2025-03-05 compared with 2024-03-04 · 293 added, 95 removed, 204 unchanged (66% of the section changed)

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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.

The Sponsor’s management is responsible for establishing and maintaining adequate internal control over financial reporting, as defined in Exchange Act Rules 13a-15(f) and 15d-15(f).

The Trust’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles in the United States of America.

Internal control over financial reporting includes those policies and procedures that:

(1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the Trust’s assets; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles and that the Trust’s receipts and expenditures are being made only in accordance with appropriate authorizations and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of the Trust’s assets that could have a material effect on the financial statements.

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements.

Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become ineffective because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

The Sponsor’s management, including the principal executive officer and principal financial officer of the Sponsor, assessed the effectiveness of the Trust’s internal control over financial reporting as of December 31, 2024.

In making its assessment, the Sponsor’s management has utilized the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission (COSO) in its report entitled Internal Control – Integrated Framework (2013).

Based on their assessment and those criteria, the Sponsor’s management concluded that the Trust maintained effective internal control over financial reporting as of December 31, 2024.

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.

There were no changes in the Trust’s internal control over financial reporting that occurred during the Trust’s fourth fiscal quarter of 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.

Other Information.

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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.

The Sponsor is managed by the Board of Directors composed of Philip Jensen, Peter Landini, Lindsey Haswell, Shannon Ghia and Bryan Bowers.

Shannon Ghia, 48, has served as a Director of the Sponsor since March 2022 and became a principal of the Sponsor on April 18, 2022.

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Landini is a certified financial planner.

Kimun Lee, 77, is a member of the Sponsor’s audit committee.

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.

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.

Lindsey Haswell, 46, is a member of the Sponsor’s audit committee.

Haswell is the Chief Legal and Administrative Officer of MoonPay, a web3 and crypto payments company that she joined in February 2023.

She served in the same capacity for crypto-asset firm Blockchain.com from May 2021 to February 2023.

Since July 2022, she also has served on the founding team of the Core blockchain network, a Bitcoin-powered layer-one blockchain.

Haswell was the Chief Legal and Administrative Officer of mobility company Lime from September 2018 to May 2021 and was a founding member of Uber’s Legal team, on which she served from January 2015 to November 2017.

In November 2017, she founded a venture-backed company in the autonomous vehicle space.

From August 2003 to January 2015, Ms.

Haswell worked at the law firm Gibson, Dunn & Crutcher LLP, where she focused on tech counseling and litigation.

Haswell earned a degree in Political Science and Journalism from the University of Southern California and a law degree from the University of Southern California.

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.

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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.

BlackRock has adopted an insider trading policy governing the purchase, sale and other dispositions of BlackRock’s securities that applies to all employees of BlackRock and its subsidiaries, and BlackRock’s directors and officers, as well as BlackRock itself.

BlackRock believes that its insider trading policy is reasonably designed to promote compliance with insider trading laws, rules and regulations, as well as applicable listing standards.

A copy of BlackRock’s insider trading policy is filed as Exhibit 19.1 to this report.

Executive Compensation.

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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.

For the year ended December 31, 2024, the Trust has incurred Sponsor’s fees of $47,498,665.

Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters.

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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.

The table below summarizes the fees for services performed by PricewaterhouseCoopers LLP for the year ended December 31, 2024 and for the period from October 27, 2023 to December 31, 2023.

Audit-related fees

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333-272680) filed by the Registrant on June 15, 2023

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.

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/A (File No.

333-272680) filed by the Registrant on October 19, 2023

Second Amended and Restated Trust Agreement incorporated by reference to Exhibit 4.1 of the Registration Statement on Form S-1 (File No.

Certificate of Amendment to Certificate of Trust of iShares Bitcoin Trust incorporated by reference to Exhibit 3.3 of Form 10-Q (File No.

001-41914) filed by the Registrant on August 8, 2024

Second Amended and Restated Trust Agreement incorporated by reference to Exhibit 4.1 of the Registration Statement on Form S-1/A (File No.

333-272680) filed by the Registrant on January 8, 2024

Form of Authorized Participant Agreement incorporated by reference to Exhibit 4.2 of the Registration Statement on Form S-1 (File No.

Form of Authorized Participant Agreement incorporated by reference to Exhibit 4.2 of the Registration Statement on Form S-1/A (File No.

333-272680) filed by the Registrant on December 22, 2023

Description of Securities Registered under Section 12 of the Securities Exchange Act of 1934

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

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

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

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.

Amendment No.

1 to the Second Amended and Restated Trust Agreement incorporated by reference to Exhibit 4.1 of Form 8-K (File No.

001-41914) filed by the Registrant on July 26, 2024

Third Amended and Restated Coinbase Prime Broker Agreement incorporated by reference to Exhibit 10.1 of Form 10-Q (File No.

001‑41914) filed by the Registrant on August 8, 2024

Coinbase Custody Custodial Services Agreement (included as Exhibit A in Exhibit 10.1) incorporated by reference to Exhibit 10.2 of Form 10-Q (File No.

001-41914) filed by the Registrant on August 8, 2024

Coinbase Committed Trade Financing Agreement (included as Exhibit D in Exhibit 10.1) incorporated by reference to Exhibit 10.3 of Form 10-Q (File No.

001-41914) filed by the Registrant on August 8, 2024

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/A (File No.

333-272680) filed by the Registrant on December 29, 2023

ETF Services Agreement with BRIL incorporated by reference to Exhibit 10.4 of the Registration Statement on Form S-1 (File No.

ETF Services Agreement with BRIL incorporated by reference to Exhibit 10.4 of the Registration Statement on Form S-1/A (File No.

333‑272680) filed by the Registrant on October 19, 2023

Amendment to the Third Amended and Restated Coinbase Prime Broker Agreement incorporated by reference to Exhibit 10.1 of Form of 8-K (File No.

001-41914) filed by the Registrant on September 19, 2024

Global Insider Trading Policy

Consent of PricewaterhouseCoopers LLP

Certification by Principal Executive Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

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Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes‑Oxley Act of 2002

Executive Officer Incentive-Based Compensation Clawback Policy

Executive Officer Incentive-Based Compensation Clawback Policy is incorporated by reference to Exhibit 97.1 of the Annual Report on Form 10-K filed by the Registrant on March 4, 2024

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.

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Form 10-K Summary.

iShares ® Bitcoin Trust

iShares ® Bitcoin Trust ETF

Financial Statements

Report of Independent Registered Public Accounting Firm (PCAOB ID 238 )

Statement of Assets and Liabilities at December 31, 2023

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

Statements of Assets and Liabilities at December 31, 2024 and 2023

Statement of Operations for the year ended December 31, 2024

Statements of Changes in Net Assets for the year ended December 31, 2024 and for the Period from October 27, 2023 (Date of Seeding) to December 31, 2023

Statements of Cash Flows for the year ended December 31, 2024 and for the Period from October 27, 2023 (Date of Seeding) to December 31, 2023

Schedule of Investments at December 31, 2024

Notes to Financial Statements

Report of Independent Registered Public Accounting Firm

To the Sponsor and Shareholders of iShares Bitcoin Trust

To the Sponsor and Shareholders of iShares Bitcoin Trust ETF

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.

We have audited the accompanying statements of assets and liabilities of iShares Bitcoin Trust ETF (the “Trust”) as of December 31, 2024 and 2023, including the schedule of investments as of December 31, 2024, the related statement of operations for the year ended December 31, 2024 and the statements of changes in net assets and cash flows for the year ended December 31, 2024 and for the period from October 27, 2023 (Date of Seeding) to December 31, 2023, including the related notes (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, 2024 and 2023, the results of its operations for the year ended December 31, 2024, and changes in its net assets and its cash flows for the year ended December 31, 2024 and for the period from October 27, 2023 (Date of Seeding) to 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.

Our responsibility is to express an opinion on the Trust’s financial statements based on our audits.

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.

We conducted our audits of these financial statements in accordance with the standards of the PCAOB.

Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud.

The Trust is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting.

As part of our audits we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Trust’s internal control over financial reporting.

Accordingly, we express no such opinion.

Our audits 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.

Our audits 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 audits provide a reasonable basis for our opinion.

/s/ PricewaterhouseCoopers LLP

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We have served as the Trust’s auditor since 2023.

iShares ® Bitcoin Trust

Statement of Assets and Liabilities

At December 31, 2023

iShares ® Bitcoin Trust ETF

Statements of Assets and Liabilities

At December 31, 2024 and 2023

Investment in bitcoin, at fair value (a)

$ 51,530,013,513 $ —

126,735 100,000

Receivable for investments sold 23,451,063 —

51,553,591,311 100,000

Sponsor’s fees payable

Payable for capital shares redeemed 23,450,440 —

Total Liabilities

Commitments and contingent liabilities (Note 6)

Shares issued and outstanding (a)

$ 51,519,566,547 $ 100,000

Shares issued and outstanding (b)

970,440,000 4,000

Net asset value per Share (Note 2C)

$ 53.09 $ 25.00

Cost of investment in bitcoin:

$37,372,942,571 and $0, respectively.

No par value, unlimited amount authorized.

See notes to financial statements.

iShares ® Bitcoin Trust

Statement of Changes in Net Assets

For the Period from October 27, 2023 (Date of Seeding) to December 31, 2023

iShares ® Bitcoin Trust ETF

Statement of Operations

For the year ended December 31, 2024

December 31, 2024

Sponsor’s fees

Sponsor’s fees waiver

( 5,958,429 )

Total expenses

Net investment loss

( 47,498,665 )

Net Realized and Unrealized Gain

Net realized gain from:

Bitcoin sold to pay expenses

Bitcoin sold for the redemption of Shares

Net realized gain

122,563,653 (b)

Net change in unrealized appreciation/depreciation

14,157,070,942

Net realized and unrealized gain

14,279,634,595

Net increase in net assets resulting from operations

$ 14,232,135,930

Net increase in net assets per Share (a)

Net increase in net assets per Share based on average shares outstanding during the year.

Includes $132,278,310 of realized gains and $(9,714,657) of realized losses.

See notes to financial statements.

iShares ® Bitcoin Trust ETF

Statements of Changes in Net Assets

For the year ended December 31, 2024 and for the Period from October 27, 2023 (Date of Seeding) to December 31, 2023

For the Period

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2023 (Date of

Net Assets at October 27, 2023

Net Assets, Beginning of Period

$ 100,000 $ —

Net investment loss

( 47,498,665 ) —

Net realized gain

122,563,653 —

Net change in unrealized appreciation/depreciation

Net increase (decrease) in net assets resulting from operations

14,157,070,942 —

Net increase in net assets resulting from operations

14,232,135,930 —

Capital Share Transactions:

Contributions for Shares issued

37,829,056,553 100,000

Distributions for Shares redeemed

( 541,725,936 ) —

Net increase in net assets from capital share transactions

Increase (decrease) in net assets

37,287,330,617 100,000

Increase in net assets

51,519,466,547 100,000

Net Assets, End of Period

$ 51,519,566,547 $ 100,000

Shares issued and redeemed

Shares issued

982,160,000 4,000

Shares redeemed

( 11,724,000 ) —

Net increase in Shares issued and outstanding

970,436,000 4,000

See notes to financial statements.

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

iShares ® Bitcoin Trust ETF

Statements of Cash Flows

For the year ended December 31, 2024 and for the Period from October 27, 2023 (Date of Seeding) to December 31, 2023

For the Period

from October 27,

2023 (Date of

Cash Flows from Operating Activities

Net increase in net assets resulting from operations

$ 14,232,135,930 $ —

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

Purchases of bitcoin

( 37,805,056,591 ) —

Proceeds from bitcoin sold

531,226,610 —

Net realized (gain) loss

( 122,563,653 ) —

Net change in unrealized appreciation/depreciation

( 14,157,070,942 ) —

Change in operating assets and liabilities:

Sponsor’s fees payable

Net cash provided by operating activities

Net cash used in operating activities

$ ( 37,310,754,322 ) $ —

Cash Provided by Financing Activities

Proceeds from issuance of capital shares

Proceeds from issuance of Shares

$ 37,829,056,553 $ 100,000

Payments for Shares redeemed

( 518,275,496 ) —

Net cash provided by financing activities

Net increase (decrease) in cash

$ 37,310,781,057 $ 100,000

Net increase in cash

$ 26,735 $ 100,000

Cash, beginning of period

Cash, end of period

$ 126,735 $ 100,000

See notes to financial statements.

iShares ® Bitcoin Trust

iShares ® Bitcoin Trust ETF

Schedule of Investments

At December 31, 2024

December 31, 2024

551,918 $ 37,372,942,571 $ 51,530,013,513

Total Investments — 100.02 %

51,530,013,513

Other Assets Less Liabilities — (0.02) %

( 10,446,966 )

Net Assets — 100.00 %

$ 51,519,566,547

See notes to financial statements.

iShares ® Bitcoin Trust ETF

Notes to Financial Statements

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1 - Organization

The iShares Bitcoin Trust (the “Trust”) was organized on June 8, 2023 as a Delaware statutory trust.

The iShares Bitcoin Trust ETF (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 Bank of New York Mellon serves as the “Trust Administrator.” The Trust is governed by the provisions of the Second Amended and Restated Trust Agreement (the “Trust Agreement”) executed by the Sponsor, the Trustee and Wilmington Trust, National Association, a national association (“Delaware Trustee”), as of December 28, 2023, as amended by Amendment No.

1 thereto, with effect from August 8, 2024.

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.

On August 8, 2024, the Trust’s name was changed from iShares Bitcoin Trust to iShares Bitcoin Trust ETF.

On January 5, 2024, BlackRock Financial Management, Inc.

(the “Seed Capital Investor”) redeemed 4,000 Shares for $ 100,000 ($ 25.00 per share) (the “Seed Shares”) 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 .

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 Sponsor’s fee started accruing daily at an annualized rate equal to 0.25 % of the net asset value of the Trust on January 5, 2024.

The Trust’s registration statement on Form S- 1 relating to its continuous public offering of Shares was declared effective by the Securities and Exchange Commission (“SEC”) on January 10, 2024 ( Effective Date) and the Shares were listed on The Nasdaq Stock Market LLC (“NASDAQ”) on January 11, 2024.

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 Shares are intended to constitute a simple means of making 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.

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The Bitcoin Custodian is appointed by the Trustee.

The net asset value of the Trust equals the total assets of the Trust, which consists solely of bitcoin and cash, less total liabilities of the Trust, each determined by the Trustee pursuant to policies established from time to time by the Trustee or its affiliates or otherwise described herein.

The Trust’s periodic financial statements are prepared in accordance with the Financial Accounting Standards Board Accounting Standards Codification Topic 820, “Fair Value Measurement” (“ASC Topic 820” ) and utilize an exchange-traded price from the Trust’s principal market for bitcoin as of 11:59 p.m.

Eastern Time (“ET”) on the Trust’s financial statement measurement date.

The Sponsor determines in its sole discretion the valuation sources and policies used to prepare the Trust’s financial statements in accordance with U.S.

The Trust engages a third -party vendor to obtain a price from a principal market for bitcoin, which is determined and designated by such third -party vendor daily based on its consideration of several exchange characteristics, including oversight, and the volume and frequency of trades.

The Sponsor has the exclusive authority to determine the Trust’s net asset value, which it has delegated to the Trustee under the Trust Agreement.

The Trustee has delegated to the Trust Administrator the responsibility to calculate the net asset value of the Trust and the net asset value per Share (“NAV”), based on a pricing source selected by the Trustee.

In determining the Trust’s net asset value, the Trust Administrator values the bitcoin held by the Trust based on an index (the “Index”), unless the Sponsor in its sole discretion determines that the Index is unreliable.

The methodology used to calculate the Index price to value bitcoin in determining the net asset value of the Trust may not be deemed consistent with U.S.

The CME CF Bitcoin Reference Rate – New York Variant for the Bitcoin – U.S.

Dollar trading pair (the “CF Benchmarks Index”) shall constitute the Index, unless the CF Benchmarks Index is not available or the Sponsor in its sole discretion determines the CF Benchmarks Index is unreliable as the Index and therefore determines not to use the CF Benchmarks Index as the Index.

If the CF Benchmarks Index is not available or the Sponsor determines, in its sole discretion, that the CF Benchmarks Index is unreliable (together a “Fair Value Event”), the Trust’s holdings may be fair valued on a temporary basis in accordance with the fair value policies approved by the Trustee.

Additionally, the Trust Administrator monitors for unusual prices and escalates to the Trustee if detected.

If the CF Benchmarks Index is not used, the Trust will notify Shareholders in a prospectus supplement, in its periodic Exchange Act reports and/or on the Trust’s website.

The Trust Administrator calculates the net asset value of the Trust and the NAV once on each day other than a Saturday or a Sunday, or a day on which NASDAQ is closed for regular trading (a “Business Day”).

The NAV for a normal trading day will be released after 4:00 p.m.

Trading during the core trading session on NASDAQ typically closes at 4:00 p.m.

However, NAVs are not officially released until after the completion of a comprehensive review of the NAV and prices utilized to determine the NAV of the Trust by the Trust Administrator.

Upon the completion of the end of day reviews by the Trust Administrator the NAV is released to the public typically by 5:30 p.m.

ET and generally no later than 8:00 p.m.

The period between 4:00 p.m.

ET and the NAV release after 5:30 p.m.

ET (or later) provides an opportunity for the Trust Administrator and the Trustee to detect, flag, investigate, and correct unusual pricing should it occur and implement a Fair Value Event, if necessary.

Any such correction could adversely affect the value of the Shares.

The Trust’s periodic financial statements may not utilize net asset value of the Trust to the extent the methodology used to calculate the Index is deemed not to be consistent with U.S.

Gain or loss on sales of bitcoin is calculated on a trade date basis using the average cost method.

The following table summarizes activity in bitcoin for the year ended December 31, 2024:

Year Ended December 31, 2024

Beginning balance

— $ — $ — $ —

Bitcoin purchased

558,752 37,805,056,591 37,805,056,591 —

Bitcoin sold for the redemption of shares

( 5,399 ) ( 346,193,218 ) ( 449,944,988 ) 103,751,770

Bitcoin sold to pay expenses

( 1,435 ) ( 85,920,802 ) ( 104,732,685 ) 18,811,883

Net realized gain

— — 122,563,653 —

Net change in unrealized appreciation/depreciation

— — 14,157,070,942 —

Ending balance

551,918 $ 37,372,942,571 $ 51,530,013,513 $ 122,563,653

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.

ET, 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 Trust Administrator computes the NAV by dividing the net asset value of the Trust by the number of Shares outstanding on the date the computation is made.

Cash and Cash Equivalents

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federally insured limits.

Offering of the Shares

Shares are issued and redeemed continuously in aggregations of 40,000 Shares (a “Basket”) or integral multiples thereof, based on the quantity of bitcoin attributable to each Share (net of accrued but unpaid Sponsor’s fee and any accrued but unpaid expenses or liabilities).

Individual investors cannot purchase or redeem Shares in direct transactions with the Trust.

Only registered broker-dealers that are eligible to settle securities transactions through the book entry facilities of the Depository Trust Company and that have entered into a contractual arrangement with the Sponsor governing, among other matters, the creation and redemption of Shares (such broker-dealers, the “Authorized Participants”), can place orders to receive Baskets in exchange for cash.

Baskets may be redeemed by the Trust in exchange for the cash proceeds from selling the amount of bitcoin corresponding to their redemption value.

The Trust engages in bitcoin transactions for converting cash into bitcoin (in association with purchase orders) and bitcoin into cash (in association with redemption orders) by choosing, in its sole discretion, to trade directly with third parties (each, a “Bitcoin Trading Counterparty”), who are not registered broker-dealers pursuant to written agreements between such Bitcoin Trading Counterparties and the Trust, or choosing to trade through Coinbase, Inc.

(the “Prime Execution Agent”) acting in an agency capacity with third parties through its Coinbase Prime service pursuant to the Prime Execution Agent Agreement.

Share activities for the year ended December 31, 2024 and for the period from October 27, 2023 ( Date of Seeding) to December 31, 2023 were as follows:

Shares issued

982,160,000 $ 37,829,056,553 4,000 $ 100,000

Shares redeemed

( 11,724,000 ) ( 541,725,936 ) — —

970,436,000 $ 37,287,330,617 4,000 $ 100,000

Federal Income Taxes

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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.

The Sponsor has analyzed applicable tax laws and regulations and their application to the Trust as of December 31, 2024 and does not believe that there are any uncertain tax positions that require recognition of a tax liability.

Segment Reporting

The Trust adopted Financial Accounting Standards Board Update 2023 - 07, Segment Reporting (Topic 280 ) - Improvements to Reportable Segment Disclosures (“ASU 2023 - 07” ) during the period.

The Trust’s adoption of the new standard impacted financial statement disclosures only and did not affect the Trust’s financial position or results of operations.

The Chief Financial Officer of the Sponsor acts as the Trust’s Chief Operating Decision Maker (“CODM”) and is responsible for assessing performance and allocating resources with respect to the Trust.

The CODM has concluded that the Trust operates as a single operating segment since the Trust has a single investment strategy as disclosed in its prospectus, against which the CODM assesses performance.

The financial information provided to and reviewed by the CODM is presented within 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’s fee is accrued daily at an annualized rate equal to 0.25 % of the net asset value of the Trust and is payable at least quarterly in arrears in U.S.

dollars or in-kind or any combination thereof.

For the period ended December 31, 2024, the Sponsor’s fee was $ 53,457,094 .

The Sponsor’s fee is accrued daily at an annualized rate equal to 0.25 % of the net asset value of the Trust and is payable at least quarterly in arrears in U.S.

dollars or in-kind or any combination thereof.

The Sponsor may, at its sole discretion and from time to time, waive all or a portion of the Sponsor’s fee for stated periods of time.

The Sponsor is under no obligation to waive any portion of its fees and any such waiver shall create no obligation to waive any such fees during any period not covered by the waiver.

For a twelve -month period, starting January 11, 2024, the Sponsor waived a portion of the Sponsor’s fee so that the Sponsor’s fee after the fee waiver would be equal to 0.12 % of the net asset value of the Trust for the first $ 5.0 billion of the Trust’s assets.

In the future, if the Sponsor decides to waive all or a portion of the Sponsor’s fee, Shareholders will be notified in a prospectus supplement, in its periodic Exchange Act reports and/or on the Trust’s website.

For the period ended December 31, 2024, the amount waived was $ 5,958,429 .

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 Bank of New York Mellon (the “Cash Custodian”), NASDAQ listing fees, 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.

4 - Related Parties

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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 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 Baskets, ( 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.

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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.

7 - Concentration Risk

Substantially all of the Trust’s assets are holdings of bitcoin, which creates a concentration risk associated with fluctuations in the price of bitcoin.

Accordingly, a decline in the price 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 price of bitcoin include negative perception of digital assets;

a lack of stability and standardized regulation in the digital asset markets;

the closure or temporary shutdown of digital asset platforms due to fraud, business failure, security breaches or government mandated regulation;

and a loss of investor confidence.

8 - Financial Highlights

The following financial highlights relate to investment performance and operations for a Share outstanding for the period ended December 31, 2024.

Net asset value per Share, beginning of period

Net investment loss (a)

Net realized and unrealized gain (b)

Net increase in net assets from operations

Net asset value per Share, end of period

Total return, at net asset value (c)(d)(e)(f)

Ratio to average net assets:

Net investment loss (g)

Total expenses (g)

Total expenses after fees waived (g)

Based on average Shares outstanding during the period.

The amounts reported for a Share outstanding may not accord with the change in aggregate gains and losses on investment for the period due to the timing of Share transactions in relation to the fluctuating fair values of the Trust’s underlying investment.

Based on the change in net asset value of a Share during the period.

Percentage is not annualized.

For the period January 10, 2024 ( Effective Date) to December 31, 2024.

For the period January 1, 2024 to December 31, 2024, the Trust’s total return was 112.36 %.

Percentage is annualized.

9 - Investment Valuation

GAAP defines fair value as the price the Trust would receive to sell an asset or pay to transfer a liability in an orderly transaction between market participants at the measurement date.

The Trust’s policy is to value its investment at fair value.

Various inputs are used in determining the fair value of assets and liabilities.

Inputs may be based on independent market data (“observable inputs”) or they may be internally developed (“unobservable inputs”).

These inputs are categorized into a disclosure hierarchy consisting of three broad levels for financial reporting purposes.

The level of a value determined for an asset or liability within the fair value hierarchy is based on the lowest level of any input that is significant to the fair value measurement in its entirety.

The three levels of the fair value hierarchy are as follows:

Unadjusted quoted prices in active markets for identical assets or liabilities;

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

Unobservable inputs that are unobservable for the asset or liability, including the Trust’s assumptions used in determining the fair value of investments.

At December 31, 2024, the value of the bitcoin held by the Trust is categorized as Level 1.

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)

Sponsor of the iShares Bitcoin Trust ETF (registrant)

/s/ Shannon Ghia

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March 5, 2025

/s/ Kimun Lee

/s/ Lindsey Haswell

Lindsey Haswell

March 5, 2025

1 unchanged sentence

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-K

Item 9A. Controls and Procedures