What changed in this filing

/stocks — the workspaceLOADING

Item 9A. Controls and Procedures

2026-02-27 compared with 2025-03-05 · 180 added, 95 removed, 402 unchanged (41% of the section changed)

1 unchanged sentence

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.

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 December 31, 2025, 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.

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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, 2025.

The effectiveness of the Trust’s internal control over financial reporting as of December 31, 2025 has been audited by PricewaterhouseCoopers LLP, an independent registered public accounting firm, as stated in their report which is included herein.

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 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.

There were no changes in the Trust’s internal control over financial reporting that occurred during the quarter ended December 31, 2025 that have materially affected, or are reasonably likely to materially affect, the Trust’s internal control over financial reporting.

Other Information.

Not applicable.

Section 13 (r) Disclosure

Pursuant to Section 219 of the Iran Threat Reduction and Syria Human Rights Act of 2012, which added Section 13 (r) of the Exchange Act, the Trust hereby incorporates by reference herein Exhibit 99.1 of this report, which includes disclosures regarding activities at Malaysia Airport Holdings Berhad, in which certain funds and entities affiliated with Global Infrastructure Management, LLC, a consolidated subsidiary of BlackRock, Inc., obtained a minority non-controlling interest.

Disclosure Regarding Foreign Jurisdictions that Prevent Inspections.

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Bryan Bowers , 51, 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.

Bowers is a Managing Director of BlackRock and is a member of the Product Governance & Reporting Team within BlackRock’s Global Accounting and Product Services (“GAAPS”) function.

Bowers serves as the Chief Trust Officer of BlackRock Institutional Trust Company (“BTC”) and the Chief Financial Officer for the US iDTS trusts.

From 2021 to 2025, Mr.

Bowers oversaw 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.

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Landini is a certified financial planner.

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.

Lindsey Haswell , 47, is the Chief Legal Officer of Tempo Labs, a layer-one blockchain designed specifically for payments that was incubated by Stripe and Paradigm that she joined in August 2025.

She is also on the board of ProCap Acquisition Corp., a fintech-focused special purpose acquisition company.

She served as the Chief Legal and Administrative Officer for crypto payments firm MoonPay from February 2023 to August 2025, and the Chief Legal and Administrative Officer 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.

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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.

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) 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.

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The Trust is managed by the Sponsor and pays the Sponsor the Sponsor’s Fee.

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

For the year ended December 31, 2025, the Trust has incurred Sponsor’s Fee of $174,563,824.

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

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See Item 11 above.

Principal Accounting Fees and Services.

Principal Accountant Fees and Services.

Audit and Non-Audit Fees

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.

The table below summarizes the fees for services performed by PricewaterhouseCoopers LLP for the years ended December 31, 2025 and 2024.

Audit-related fees

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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.

Exhibits, Financial Statement Schedules.

Exhibits and Financial Statement Schedules.

Financial Statements

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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/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

Amendment No.

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

Third Amended and Restated Trust Agreement incorporated by reference to Exhibit 4.1 of the Pre-Effective Amendment No.

2 to Post‑Effective Amendment No.

2 to the Registration Statement on Form S-1 on Form S-3 (File No.

333-272680) filed by the Registrant on July 2, 2025

Form of Authorized Participant Agreement incorporated by reference to Exhibit 4.2 of the Pre-Effective Amendment No.

1 to Post-Effective Amendment No.

2 to the Registration Statement on Form S-1 on Form S-3 (File No.

333-272680) filed by the Registrant on May 9, 2025

Description of Securities Registered under Section 12 of the Securities Exchange Act of 1934 incorporated by reference to Exhibit 4.3 of the Annual Report on Form 10-K (File No.

001-41914) filed by the Registrant on March 5, 2025

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

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

Master Custody Service Agreement with Anchorage Digital Bank N.A.

incorporated by reference to Exhibit 10.1 of Form 8-K (File No.

001‑41914) filed by the Registrant on April 8, 2025

Global Insider Trading Policy

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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

Section 13(r) Disclosure

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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Statements of Assets and Liabilities at December 31, 2025 and 2024

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

Statements of Operations for the years ended December 31, 2025 and 2024

Statements of Changes in Net Assets for the years ended December 31, 2025, 2024 and for the Period from October 27, 2023 (Date of Seeding) to December 31, 2023

Statements of Cash Flows for the years ended December 31, 2025, 2024 and for the Period from October 27, 2023 (Date of Seeding) to December 31, 2023

Schedules of Investments at December 31, 2025 and 2024

Notes to Financial Statements

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To the Sponsor and Shareholders of iShares Bitcoin Trust ETF

Opinion on the Financial Statements

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 audits.

Opinions on the Financial Statements and Internal Control over Financial Reporting

We have audited the accompanying statements of assets and liabilities, including the schedules of investments, of iShares Bitcoin Trust ETF (the "Trust") as of December 31, 2025 and 2024, the related statements of operations for the years then ended and statements of changes in net assets and of cash flows for the years then ended and for the period October 27, 2023 (date of seeding) to December 31, 2023, including the related notes (collectively referred to as the "financial statements").

We also have audited the Trust’s internal control over financial reporting as of December 31, 2025, based on criteria established in Internal Control - Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO).

In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of the Trust as of December 31, 2025 and 2024, the results of its operations for the years then ended, and changes in its net assets and its cash flows for the years then ended and for the period October 27, 2023 (date of seeding) to December 31, 2023 in conformity with accounting principles generally accepted in the United States of America.

Also in our opinion, the Trust maintained, in all material respects, effective internal control over financial reporting as of December 31, 2025, based on criteria established in Internal Control - Integrated Framework (2013) issued by the COSO.

Basis for Opinions

The Sponsor’s management is responsible for these financial statements, for maintaining effective internal control over financial reporting, and for its assessment of the effectiveness of internal control over financial reporting, included in Management’s Report on Internal Control over Financial Reporting appearing under Item 9A.

Our responsibility is to express opinions on the Trust’s financial statements and on the Trust’s internal control over financial reporting 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 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.

We conducted our audits 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, and whether effective internal control over financial reporting was maintained in all material respects.

Our audits of the financial statements 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 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.

Our audit of internal control over financial reporting included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk.

Our audits also included performing such other procedures as we considered necessary in the circumstances.

We believe that our audits provide a reasonable basis for our opinions.

PricewaterhouseCoopers LLP, 2001 Market Street, Suite 1800, Philadelphia, PA 19103

(267) 330 3000, www.pwc.com/us

Definition and Limitations of Internal Control over Financial Reporting

A 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.

A trust’s internal control over financial reporting includes those policies and procedures that (i) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the trust;

(ii) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the trust are being made only in accordance with authorizations of the Sponsor’s management and the Sponsor of the trust;

and (iii) 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 inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

Critical Audit Matters

The critical audit matter communicated below is a matter arising from the current period audit of the financial statements that was communicated or required to be communicated to the audit committee and that (i) relates to accounts or disclosures that are material to the financial statements and (ii) involved our especially challenging, subjective, or complex judgments.

The communication of critical audit matters does not alter in any way our opinion on the financial statements, taken as a whole, and we are not, by communicating the critical audit matter below, providing a separate opinion on the critical audit matter or on the accounts or disclosures to which it relates.

Existence of and Rights to the Investment in Bitcoin

As described in Notes 1 and 2 to the financial statements, the Trust accounts for its investment in bitcoin at fair value in accordance with its classification as an investment company for accounting purposes.

As of December 31, 2025, the fair value of the Trust’s investment in bitcoin was $67.4 billion, with a respective cost basis of $64.7 billion.

As disclosed by management, digital assets, including bitcoin, are controllable only by the possessor of both the unique public key and private key or keys relating to the Bitcoin network address, or “wallet”, at which the digital asset is held.

Private keys must be safeguarded and kept private in order to prevent a third party from accessing the digital asset held in such wallet.

The loss, theft, compromise or destruction of a private key required to access a digital asset may be irreversible.

If a private key is lost, stolen, destroyed or otherwise compromised and no backup of the private key is accessible, the owner would be unable to access the digital asset corresponding to that private key and the private key will not be capable of being restored by the digital asset network resulting in the total loss of the value of the digital asset linked to the private key.

The principal considerations for our determination that performing procedures relating to the existence of, and the Trust’s rights to, the investment in bitcoin is a critical audit matter are (i) a high degree of auditor effort in performing procedures and evaluating audit evidence related to the existence of, and the Trust’s rights to, the investment in bitcoin and (ii) the audit effort involved the use of professionals with specialized skill and knowledge.

Addressing the matter involved performing procedures and evaluating audit evidence in connection with forming our overall opinion on the financial statements.

These procedures included the involvement of professionals with specialized skill and knowledge to assist in evaluating evidence of the effectiveness of the third-party custodian’s controls related to (i) reconciliation of the investment in bitcoin from the third-party custodian’s records to the public blockchain and (ii) safeguarding of the investment in bitcoin held by the third-party custodian, including the generation of the private cryptographic keys and the storing of these keys.

These procedures also included, among others (i) confirming the Trust’s investment in bitcoin with the third-party custodian as of December 31, 2025 and comparing the information in the confirmation response to the Trust’s records;

(ii) testing purchases and sales executed by the Trust related to the investment in bitcoin for a sample of transactions by obtaining and inspecting source documents, such as trade tickets, third-party custodian statements, and bank statements, as well as whether the transactions were appropriately authorized by the Trust by obtaining and inspecting approval records;

and (iii) the involvement of professionals with specialized skill and knowledge to assist in (a) comparing the investment in bitcoin from the third-party custodian’s confirmation response to the public blockchain and (b) evaluating whether the Trust had access to the private cryptographic keys held by the third-party custodian by tracing certain withdrawal transactions executed by the Trust to the public blockchain.

/s/ PricewaterhouseCoopers LLP

Philadelphia, Pennsylvania

March 5, 2025

February 27, 2026

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

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Sponsor’s fees payable

14,648,005 10,574,324

Payable for capital shares redeemed

Total Liabilities

14,648,005 34,024,764

Commitments and contingent liabilities (Note 6)

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iShares ® Bitcoin Trust ETF

Statement of Operations

For the year ended December 31, 2024

December 31, 2024

Statements of Operations

For the years ended December 31, 2025 and 2024

Years Ended December 31,

Sponsor’s fees

Sponsor’s fees waiver

$ 174,741,906 $ 53,457,094

Sponsor’s fees waived

( 178,082 ) ( 5,958,429 )

Total expenses

174,563,824 47,498,665

Net investment loss

( 174,563,824 ) ( 47,498,665 )

Net Realized and Unrealized Gain

Net Realized and Unrealized Gain (Loss)

Net realized gain from:

Bitcoin sold to pay expenses

41,985,070 18,811,883

Bitcoin sold for the redemption of Shares

2,601,442,240 (d) 103,751,770

Net realized gain

122,563,653 (b)

2,643,427,310 (b) 122,563,653 (c)

Net change in unrealized appreciation/depreciation

( 11,437,550,471 ) 14,157,070,942

Net realized and unrealized gain

Net realized and unrealized gain (loss)

( 8,794,123,161 ) 14,279,634,595

Net increase in net assets resulting from operations

Net increase (decrease) in net assets resulting from operations

$ ( 8,968,686,985 ) $ 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.

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

$ ( 7.46 ) $ 26.93

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

Includes $3,152,373,646 of realized gains and $(508,946,336) of realized losses.

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

Includes $490,798,039 of bitcoin paid for the in-kind redemption of Shares

See notes to financial statements.

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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 years ended December 31, 2025, 2024 and for the Period from October 27, 2023 (Date of Seeding) to December 31, 2023

Years Ended December 31,

For the Period

from October 27,

2023 (Date of

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

Net Assets, Beginning of Period

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( 11,437,550,471 ) 14,157,070,942 —

Net increase in net assets resulting from operations

Net increase (decrease) in net assets resulting from operations

( 8,968,686,985 ) 14,232,135,930 —

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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 years ended December 31, 2025, 2024 and for the Period from October 27, 2023 (Date of Seeding) to December 31, 2023

Years Ended December 31,

For the Period

from October 27,

2023 (Date of

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

Cash Flows from Operating Activities

Net increase in net assets resulting from operations

Net increase (decrease) in net assets resulting from operations

$ ( 8,968,686,985 ) $ 14,232,135,930 $ —

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Sponsor’s fees payable

4,073,681 10,574,324 —

Net cash used in operating activities

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$ 19,907,780,029 $ 37,310,781,057 $ 100,000

Net increase in cash

Net increase (decrease) in cash

$ ( 87,841 ) $ 26,735 $ 100,000

Cash, beginning of period

126,735 100,000 —

Cash, end of period

$ 38,894 $ 126,735 $ 100,000

Supplemental disclosure of non-cash information:

Bitcoin purchased for Shares issued

$ 5,764,499,490 $ — $ —

Bitcoin paid for Shares redeemed

$ ( 845,454,277 ) $ — $ —

See notes to financial statements.

iShares ® Bitcoin Trust ETF

Schedule of Investments

At December 31, 2024

Schedules of Investments

At December 31, 2025 and 2024

December 31, 2025

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67,415,764,355

Other Assets Less Liabilities — (0.02) %

Liabilities in Excess of Other Assets – (0.02) %

( 14,609,111 )

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$ 67,401,155,244

December 31, 2024

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

Total Investments – 100.02 %

51,530,013,513

Liabilities in Excess of Other Assets – (0.02) %

( 10,446,966 )

Net Assets – 100.00 %

$ 51,519,566,547

See notes to financial statements.

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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 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 Bank of New York Mellon serves as the “Trust Administrator.” The Trust is governed by the provisions of the Third 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 June 27, 2025, as amended by Supplement No.

1 thereto, with effect from November 21, 2025.

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 .

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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.

On July 29, 2025, the SEC issued 19b - 4 orders permitting in-kind creations and redemptions by authorized participants for the Trust.

On July 31, 2025, the amendment to the Trust’s registration statement on Form S- 1 was declared effective.

As a result of these regulatory actions, the Trust is authorized to create and redeem shares with authorized participants on an in-kind basis.

The Trust seeks to reflect generally the performance of the price of bitcoin.

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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.

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.

The Trust’s periodic financial statements are prepared in accordance with the Financial Accounting Standards Board Accounting Standards Codification Topic 820, “Fair Value Measurement” 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.

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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.

The Trust’s periodic financial statements may not utilize the 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:

The following tables summarize activity in bitcoin for the years ended December 31, 2025 and 2024:

Year Ended December 31, 2025

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

Bitcoin purchased (a)

354,176 37,576,026,729 37,576,026,729 —

Bitcoin sold for the redemption of shares (b)

( 133,644 ) ( 10,125,382,266 ) ( 12,726,824,506 ) 2,601,442,240

Bitcoin sold to pay expenses

( 1,658 ) ( 127,343,150 ) ( 169,328,220 ) 41,985,070

Net realized gain (b)

— — 2,643,427,310 —

Net change in unrealized appreciation/depreciation

— — ( 11,437,550,471 ) —

Ending balance

770,792 $ 64,696,243,884 $ 67,415,764,355 $ 2,643,427,310

Includes bitcoin purchased in-kind for Shares issued of $ 5,764,499,490 .

Includes bitcoin paid in-kind for Shares redeemed of $ 845,454,277 (Cost of bitcoin paid was $ 354,656,238 and realized gain of bitcoin paid was $ 490,798,039 ).

Year Ended December 31, 2024

Beginning balance

— $ — $ — $ —

Bitcoin purchased

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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.

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

In connection with cash creations and redemptions, 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:

Share activities for the years ended December 31, 2025, 2024 and for the Period from October 27, 2023 ( Date of Seeding) to December 31, 2023 were as follows:

Shares issued

8 unchanged sentences

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.

4 unchanged sentences

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.

For the year ended December 31, 2025, the Sponsor’s Fee was $ 174,741,906 .

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.

2 unchanged sentences

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 .

For the year ended December 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.

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8 - Financial Highlights

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

The following financial highlights relate to investment performance and operations for a Share outstanding for the year ended December 31, 2025 and for the period ended December 31, 2024.

Net asset value per Share, beginning of period

$ 53.09 $ 25.00

Net investment loss (a)

Net realized and unrealized gain (b)

Net increase in net assets from operations

( 0.15 ) ( 0.09 )

Net realized and unrealized gain (loss) (b)

( 3.33 ) 28.18

Net increase (decrease) in net assets from operations

( 3.48 ) 28.09

Net asset value per Share, end of period

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

$ 49.61 $ 53.09

Total return, at net asset value (c)

( 6.55 )% 101.93 % (d)(e)(f)

Ratio to average net assets:

Net investment loss (g)

Total expenses (g)

Total expenses after fees waived (g)

Net investment loss

( 0.25 )% ( 0.22 ) (g)

Total expenses

0.25 % 0.25 % (g)

Total expenses after fees waived

0.25 % 0.22 % (g)

Based on average Shares outstanding during the period.

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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.

At December 31, 2025 and 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.

4 unchanged sentences

(Principal executive officer)

March 5, 2025

February 27, 2026

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.

2 unchanged sentences

(Principal executive officer)

March 5, 2025

February 27, 2026

/s/ Bryan Bowers

1 unchanged sentence

(Principal financial and accounting officer)

March 5, 2025

February 27, 2026

/s/ Philip Jensen

Philip Jensen

March 5, 2025

February 27, 2026

/s/ Peter Landini

Peter Landini

March 5, 2025

February 27, 2026

/s/ Lindsey Haswell

Lindsey Haswell

March 5, 2025

February 27, 2026

* 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.

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