What changed in this filing

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Item 1. Financial Statements

2025-05-07 compared with 2024-11-07 · 107 added, 92 removed, 310 unchanged (39% of the section changed)

2 unchanged sentences

Statements of Assets and Liabilities (Unaudited)

At September 30, 2024 and December 31, 2023

September 30,

At March 31, 2025 and December 31, 2024

Investment in bitcoin, at fair value (a)

1 unchanged sentence

29,713 126,735

Receivable for investments sold

Receivable for capital shares sold

47,800,916,487 51,553,591,311

Sponsor’s fees payable

10,329,777 10,574,324

Payable for investments purchased

Payable for capital shares redeemed

Total Liabilities

25,419,095 34,024,764

Commitments and contingent liabilities (Note 6)

10 unchanged sentences

Statements of Operations (Unaudited)

For the three and nine months ended September 30, 2024

For the three months ended March 31, 2025 and 2024

Three Months Ended

September 30,

Nine Months Ended

September 30,

Sponsor’s fees

$ 33,043,551 $ 4,211,219

Sponsor’s fees waiver

Sponsor’s fees waived

( 178,082 ) ( 1,074,550 )

4 unchanged sentences

Net Realized and Unrealized Gain (Loss)

Net realized gain (loss) from:

Net realized gain from:

Bitcoin sold to pay expenses

2 unchanged sentences

624,399,288 —

Net realized gain (loss)

( 648,877 ) 1,679,141

Net realized gain

632,839,846 (b)

Net change in unrealized appreciation/depreciation

( 7,057,849,155 ) 3,806,745,993

Net realized and unrealized gain

Net realized and unrealized gain (loss)

( 6,425,009,309 ) 3,806,846,518

Net increase in net assets resulting from operations

Net increase (decrease) in net assets resulting from operations

$ ( 6,457,874,778 ) $ 3,803,709,849

Net increase in net assets per Share (a)

Net increase (decrease) in net assets per Share (a)

$ ( 6.41 ) $ 19.07

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

Net increase (decrease) in net assets per Share based on average shares outstanding during the period.

Includes $711,685,203 of realized gains and $(78,845,357) of realized losses.

Includes $100,560 of realized gains and $(35) of realized losses.

See notes to financial statements.

1 unchanged sentence

Statements of Changes in Net Assets (Unaudited)

For the three, six and nine months ended September 30, 2024

Nine Months Ended

September 30, 2024

For the three months ended March 31, 2025

Three Months Ended

March 31, 2025

Net Assets at December 31, 2024

$ 51,519,566,547

Net investment loss

3 unchanged sentences

( 7,057,849,155 )

Net increase in net assets resulting from operations

Net decrease in net assets resulting from operations

( 6,457,874,778 )

3 unchanged sentences

Distributions for Shares redeemed

( 2,900,294,791 )

Net increase in net assets from capital share transactions

2,713,805,623

Increase in net assets

Decrease in net assets

( 3,744,069,155 )

1 unchanged sentence

$ 47,775,497,392

Shares issued and redeemed

Shares issued

Shares redeemed

( 57,400,000 )

Net increase in Shares issued and outstanding

See notes to financial statements.

iShares ® Bitcoin Trust ETF

Statements of Changes in Net Assets (Unaudited)

For the three months ended March 31, 2024

Three Months Ended

March 31, 2024

Net Assets at December 31, 2023

Net investment loss

3 unchanged sentences

3,806,745,993

Net decrease in net assets resulting from operations

Net increase in net assets resulting from operations

3,803,709,849

3 unchanged sentences

Distributions for Shares redeemed

( 46,353,487 )

Net increase in net assets from capital share transactions

2 unchanged sentences

17,788,784,882

Net Assets at June 30, 2024 $ 19,449,621,956

Net investment loss ( 11,488,718 )

Net realized loss ( 648,877 )

Net change in unrealized appreciation/depreciation 119,089,128

Net increase in net assets resulting from operations 106,951,533

Capital Share Transactions:

Contributions for Shares issued 3,810,098,503

Distributions for Shares redeemed ( 35,985,368 )

Net increase in net assets from capital share transactions 3,774,113,135

Increase in net assets 3,881,064,668

Net Assets at September 30, 2024

Net Assets at March 31, 2024

$ 17,788,884,882

2 unchanged sentences

Shares redeemed

( 2,444,000 )

Net increase in Shares issued and outstanding

1 unchanged sentence

iShares ® Bitcoin Trust ETF

Statement of Cash Flows (Unaudited)

For the nine months ended September 30, 2024

Nine Months Ended

September 30,

Statements of Cash Flows (Unaudited)

For the three months ended March 31, 2025 and 2024

Three Months Ended

Cash Flows from Operating Activities

Net increase in net assets resulting from operations

Net increase (decrease) in net assets resulting from operations

$ ( 6,457,874,778 ) $ 3,803,709,849

3 unchanged sentences

Proceeds from bitcoin sold

Net realized (gain) loss

2,956,051,074 357,530

Net realized (gain)

( 632,839,846 ) ( 100,525 )

Net change in unrealized appreciation/depreciation

2 unchanged sentences

Sponsor’s fees payable

( 244,547 ) 2,502,615

Net cash used in operating activities

3 unchanged sentences

$ 5,599,010,733 $ 13,985,175,033

Payments on Shares redeemed

Payments for Shares redeemed

( 2,923,745,231 ) ( 100,000 )

1 unchanged sentence

$ 2,675,265,502 $ 13,985,075,033

Net decrease in cash

Net increase (decrease) in cash

$ ( 97,022 ) $ 40,552

Cash, beginning of period

126,735 100,000

Cash, end of period

$ 29,713 $ 140,552

See notes to financial statements.

iShares ® Bitcoin Trust ETF

Schedule of Investments (Unaudited)

At September 30, 2024

September 30, 2024

Schedules of Investments (Unaudited)

At March 31, 2025 and December 31, 2024

March 31, 2025

576,038 $ 40,686,575,306 $ 47,785,797,093

5 unchanged sentences

$ 47,775,497,392

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.

1 unchanged sentence

Notes to Financial Statements (Unaudited)

September 30, 2024

1 - Organization

March 31, 2025

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

4 unchanged sentences

The Trust issues units of beneficial interest (“Shares”) representing fractional undivided beneficial interests in its net assets.

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 .

18 unchanged sentences

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.

Anchorage Digital Bank N.A.

is the “Additional Bitcoin Custodian” for the Trust.

At the current time, the Sponsor has no plans to move any of the Trust’s bitcoin to the Additional Bitcoin Custodian.

The Bitcoin Custodian and the Additional Bitcoin Custodian are 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.

24 unchanged sentences

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 three months ended September 30, 2024:

Three Months Ended September 30, 2024

The following tables summarize activity in bitcoin for the three months ended March 31, 2025 and 2024:

Three Months Ended March 31, 2025

Beginning balance

6 unchanged sentences

( 350 ) ( 24,368,414 ) ( 32,808,972 ) 8,440,558

Net realized loss

Net realized gain

— — 632,839,846 —

3 unchanged sentences

576,038 $ 40,686,575,306 $ 47,785,797,093 $ 632,839,846

The following table summarizes activity in bitcoin for the nine months ended September 30, 2024:

Nine Months Ended September 30, 2024

Three Months Ended March 31, 2024

Beginning balance

3 unchanged sentences

Bitcoin sold for the redemption of shares

( 1,031 ) ( 59,047,292 ) ( 59,833,750 ) 786,458

Bitcoin sold to pay expenses

23 unchanged sentences

Any interest, expenses, gains and losses are passed through to the holders of Shares of the Trust.

The Sponsor has analyzed applicable tax laws and regulations and their application to the Trust as of September 30, 2024 and does not believe that there are any uncertain tax positions that require recognition of a tax liability.

The Sponsor has analyzed applicable tax laws and regulations and their application to the Trust as of March 31, 2025 and does not believe that there are any uncertain tax positions that require recognition of a tax liability.

Segment Reporting

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.

Trust Expenses

1 unchanged sentence

dollars or in-kind or any combination thereof.

For the period ended September 30, 2024, the Sponsor’s fee was $ 28,844,181 .

For the three months ended March 31, 2025, the Sponsor’s fee was $ 33,043,551 .

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 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.

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 September 30, 2024, the amount waived was $ 4,324,550 .

For the three months ended March 31, 2025, the amount waived was $ 178,082 .

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 fees of the Trustee, the Delaware Trustee, the Trust Administrator, the Bitcoin Custodian, the Additional 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.

3 unchanged sentences

The Trustee’s fee is paid by the Sponsor and is not a separate expense of the Trust.

As of September 30, 2024, BlackRock Financial Management, Inc., an affiliate of the Sponsor, owned 400,000 Shares of the Trust, or 0.06 %, of the Trust.

Indemnification

6 unchanged sentences

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, which cannot be predicted with any certainty.

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.

Concentration Risk

6 unchanged sentences

Financial Highlights

The following financial highlights relate to investment performance and operations for a Share outstanding for the three and nine months ended September 30, 2024.

The following financial highlights relate to investment performance and operations for a Share outstanding for the three months ended March 31, 2025 and 2024.

Three Months Ended

September 30,

Nine Months Ended

September 30,

Net asset value per Share, beginning of period

2 unchanged sentences

( 0.03 ) ( 0.02 )

Net realized and unrealized gain (b)

Net increase in net assets from operations

Net realized and unrealized gain (loss) (b)

( 5.92 ) 15.23

Net increase (decrease) in net assets from operations

( 5.95 ) 15.21

Net asset value per Share, end of period

1 unchanged sentence

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

0.44 % 37.80 % (e)(f)

( 11.21 )% 52.94

Ratio to average net assets:

9 unchanged sentences

Percentage is not annualized.

For the period January 10, 2024 ( Effective Date) to September 30, 2024.

For the period January 1, 2024 to September 30, 2024, the Trust’s total return was 44.92 %.

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

For the period January 1, 2024 to March 31, 2024, the Trust’s total return was 60.84 %.

Percentage is annualized.

10 unchanged sentences

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

At September 30, 2024, the value of the bitcoin held by the Trust is categorized as Level 1.

At March 31, 2025, the value of the bitcoin held by the Trust is categorized as Level 1.

10 - Subsequent Event

On April 7, 2025, the Trustee entered into a custodial services agreement (the “Anchorage Custodian Agreement”) with Anchorage Digital Bank N.A.

(“Anchorage”) a national trust bank chartered by the Office of the Comptroller of the Currency.

Pursuant to the Anchorage Custodian Agreement, Anchorage will establish and maintain one or more segregated custody accounts, controlled and secured by Anchorage, on its books which will have the ability to support the receipt, safekeeping, and maintenance of the Trust’s bitcoin holdings.

Other than the items noted above there were no subsequent events requiring adjustment or additional disclosure in the financial statements.

Management ’ s Discussion and Analysis of Financial Condition and Results of Operations.

22 unchanged sentences

Shares of the Trust trade on The Nasdaq Stock Market LLC (“NASDAQ”) under the ticker symbol IBIT.

Valuation of Bitcoin ; The CF Benchmark Index

Valuation of Bitcoin ; The CF Benchmarks Index

On each day other than a Saturday or a Sunday, or a day on which NASDAQ is closed for regular trading (a “Business Day”), as soon as practicable after 4:00 p.m.

2 unchanged sentences

CF Benchmarks Index is calculated as of 4:00 p.m.

The CF Benchmarks Index is designed based on the IOSCO Principles for Financial Benchmarks and is a Registered Benchmark under UK Benchmark Regulations (“BMR”).

The CF Benchmarks Index is designed based on the IOSCO Principles for Financial Benchmarks and is a Registered Benchmark under the UK Benchmark Regulations (“BMR”).

The administrator of the CF Benchmarks Index is CF Benchmarks Ltd.

(the “Index Administrator”) a UK incorporated company, authorized and regulated by the Financial Conduct Authority (“FCA”) of the UK as a Benchmark Administrator, under UK BMR.

(the “Index Administrator”) a UK incorporated company, authorized and regulated by the Financial Conduct Authority of the UK as a Benchmark Administrator, under the UK BMR.

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.

9 unchanged sentences

Results of Operations

The Quarter Ended September 30, 2024

The Trust’s net asset value increased from $19,449,621,956 at June 30, 2024 to $23,330,686,624 at September 30, 2024, a 19.95% increase.

The increase in the Trust’s net asset value resulted primarily from an increase in the number of outstanding Shares, which rose from 539,160,000 Shares at June 30, 2024 to 644,000,000 Shares at September 30, 2024, a consequence of 105,920,000 Shares (2,648 Baskets) being created and 1,080,000 Shares (27 Baskets) being redeemed during the quarter.

The increase in the Trust’s net asset value also benefited from an increase in the price of bitcoin, which rose 0.49% from $63,369.30 at June 30, 2024 to $63,677.63 at September 30, 2024.

The 0.44% increase in the NAV for purposes of the Trust’s periodic financial statements (the “Financial Statement NAV”) from $36.07 at June 30, 2024 to $36.23 at September 30, 2024 is directly related to the 0.49% increase in the price of bitcoin.

The Financial Statement NAV increased slightly less than the price of bitcoin on a percentage basis due to the Sponsor’s fee, which was $11,488,718 for the quarter, or 0.05% of the Trust’s average weighted assets of $20,919,049,413 during the quarter.

The NAV of $38.61 on July 22, 2024 was the highest during the quarter, compared with a low during the quarter of $30.24 on August 5, 2024.

Net increase in net assets resulting from operations for the quarter ended September 30, 2024 was $106,951,533, resulting from an unrealized gain on investment in bitcoin of $119,089,128, partially offset by a net realized loss of $562,447 from bitcoin sold to pay expenses, a net realized loss of $86,430 from bitcoin sold for the redemption of Shares and, a net investment loss of $11,488,718.

The Quarter Ended March 31, 2025

The Trust’s net asset value decreased from $51,519,566,547 at December 31, 2024 to $47,775,497,392 at March 31, 2025, a 7.27% decrease.

The decrease in the Trust’s net asset value resulted primarily from a decrease in the price of bitcoin, which fell 11.15% from $93,365.36 at December 31, 2024 to $82,956.00 at March 31, 2025.

The decrease in the Trust’s net asset value was partially offset by an increase in the number of outstanding Shares, which rose from 970,440,000 Shares at December 31, 2024 to 1,013,480,000 Shares at March 31, 2025, a consequence of 100,440,000 Shares (2,511 Baskets) being created and 57,400,000 Shares (1,435 Baskets) being redeemed during the quarter.

The 11.21% decrease in the NAV for purposes of the Trust’s periodic financial statements (“Financial Statement NAV”) from $53.09 at December 31, 2024 to $47.14 at March 31, 2025 is directly related to the 11.15% decrease in the price of bitcoin.

The Financial Statement NAV decreased slightly more than the price of bitcoin on a percentage basis due to the Sponsor’s fee, which was $32,865,469 for the quarter, or 0.06% of the Trust’s average weighted assets of $53,603,983,873 during the quarter.

The NAV of $60.61 on January 21, 2025 was the highest during the quarter, compared with a low during the quarter of $44.62 on March 10, 2025.

Net decrease in net assets resulting from operations for the quarter ended March 31, 2025 was $6,457,874,778, resulting from an unrealized loss on investment in bitcoin of $7,057,849,155 and, a net investment loss of $32,865,469, partially offset by a net realized gain of $8,440,558 from bitcoin sold to pay expenses and a net realized gain of $624,399,288 from bitcoin sold for the redemption of Shares.

Other than the net Sponsor’s fee of $32,865,469, the Trust had no expenses during the quarter.

The Nine-Month Period Ended September 30, 2024

The Trust’s net asset value grew from $100,000 at December 31, 2023 to $23,330,686,624 at September 30, 2024.

The increase in the Trust’s net asset value resulted primarily from an increase in the number of outstanding Shares, which rose from 4,000 Shares at December 31, 2023 to 644,000,000 Shares at September 30, 2024, a consequence of 646,440,000 Shares (16,161 Baskets) being created and 2,444,000 Shares (61 Baskets plus the original 4,000 seed Shares) being redeemed during the period.

The increase in the Trust’s net asset value also benefited from an increase in the price of bitcoin, which rose 45.12% from the Trust’s first bitcoin purchase at $43,878.41 on January 5, 2024 to $63,677.63 at September 30, 2024.

The 44.92% increase in the Financial Statement NAV from $25.00 at December 31, 2023 to $36.23 at September 30, 2024 is directly related to the 45.12% increase in the price of bitcoin.

The Financial Statement NAV increased slightly less than the price of bitcoin on a percentage basis due to the Sponsor’s fee, which was $24,519,631 for the period, or 0.16% of the Trust’s average weighted assets of $15,495,651,817 during the period.

The NAV of $41.66 on March 13, 2024 was the highest during the period, compared with a low during the period of $22.36 on January 23, 2024.

Net increase in net assets resulting from operations for the nine months ended September 30, 2024 was $1,800,198,181, resulting from an unrealized gain on investment in bitcoin of $1,823,038,671, a net realized gain of $892,683 from bitcoin sold to pay expenses and a net realized gain of $786,458 from bitcoin sold for the redemption of Shares, partially offset by a net investment loss of $24,519,631.

Other than the net Sponsor’s fee of $24,519,631, the Trust had no expenses during the period.

Quantitative and Qualitative Disclosures About Market Risk.

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-Q

Item 1. Financial Statements