Osprey Bitcoin Trust 10-K

ITEM 9A. CONTROLS AND PROCEDURES Conclusion Regarding the Effectiveness of Disclosure Controls and Procedures The Trust maintains disclosure controls and procedures that are designed to ensure that information required to be disclosed in its Exchange Act reports is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms, and that such information is accumulated and communicated to the Principal Executive Officer and Principal Financial Officer of the Sponsor to allow timely decisions regarding required disclosure. Under the supervision and with the participation of the Principal Executive Officer and the Principal Financial Officer of the Sponsor, the Sponsor conducted an evaluation of the Trust’s disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act). Based upon their evaluation, our Principal Executive Officer and Principal Financial Officer concluded that the Trust’s disclosure controls and procedures were ineffective due to a material weakness caused by ineffective oversight of the administrator transition process, including the transfer of tax lot data, which resulted in an audit adjustment to the Trust’s financial statements for the fiscal year ended December 31, 2025 that did not impact the Trust’s NAV. The material weakness was identified and remains unremediated as of December 31, 2025. Management has begun enhancing its policies and procedures to (i) ensure the accuracy of tax lot data provided to the fund administrator and (ii) verify that the appropriate cost relief methodology is properly implemented by the fund administrator. Management’s Report on Internal Control over Financial Reporting; Attestation Report of the Registered Public Accounting Firm This Annual Report does not include a report of management’s assessment regarding internal control over financial reporting or an attestation report of the company’s registered public accounting firm due to a transition period established by rules of the SEC for newly public companies. Changes in Internal Control Over Financial Reporting As of December 31, 2025, our Principal Executive Officer and Principal Financial Officer concluded that the Trust’s disclosure controls and procedures were ineffective due to a material weakness. See “Controls and Procedures—Conclusion Regarding the Effectiveness of Disclosure Controls and Procedures” for a discussion of the effectiveness of disclosure controls of procedures. ITEM 9B. OTHER INFORMATION None . ITEM 9C. DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS Not applicable. 65 PART III ITEM 10. DIRECTORS, EXECUTIVE OFFICERS, AND CORPORATE GOVERNANCE The Trust does not have any directors, officers or employees. The Sponsor has arranged for the creation and operation of the Trust. The following persons serve in the below capacities on behalf of the Sponsor: Name and Age Position(s) Held with the Sponsor Length of Time Served Principal Occupation(s) During the Past Five Years Gregory D. King (51) President and Chief Executive Officer October 2018-Present Gregory is the Founder and CEO of the Sponsor since its inception in October 2018. Gregory is also the founder and CEO of REX Financial. In 2009, Gregory co-founded VelocityShares, LLC, a provider of alternative exchange-traded products, partnering with Credit Suisse as product issuer. VelocityShares was acquired by Janus Capital in 2014. During his career, Gregory has created and launched over 100 exchange traded funds and notes for Barclays, Credit Suisse, Global X Funds, VelocityShares, REX Shares, and the Sponsor. Gregory received a master’s in business administration from the University of California, Davis, and is a CFA Charter holder. He has been an investor in Bitcoin since 2013. Robert Rokose (55) Chief Financial Officer and Treasurer March 2020-Present Robert has served Treasurer and CFO of the Sponsor since March 2020. He is also CFO and Chief Compliance Officer of REX Financial Robert has twenty-eight years of accounting and financial services experience. His previous roles include CFO of U.S. Funds at JP Morgan Asset Management, Managing Director and CFO for PIMCO/Allianz Funds and Assistant Vice President & Assistant Controller of publicly held Lexington Global Asset Managers. Robert has served as a Financial Services Consultant and has acted in that role since November 2016. From May 2014 to October 2016, Robert was CFO and Treasurer of AccuShares Investment Management where he led all financial accounting and reporting for the organization. Robert is a Certified Public Accountant, licensed in the state of New York. He has an undergraduate degree from Pace University and a master’s in business administration from the University of Connecticut. Gregory Collett (54) General Counsel November 2024-Present Gregory Collett has served as General Counsel of the Sponsor since November 2024. Prior to joining the Sponsor, Gregory was General Counsel of SwapGlobal, Inc., a crypto-focused derivatives dealer from July 2023 to November 2025. Prior to that, he was President of BlockFi | NB, a joint venture between Neuberger Berman and BlockFi to launch crypto-focused asset management products from February 2021 to June 2023. The Sponsor has a code of ethics (the “Code of Ethics”) that applies to those associated with the Sponsor, namely each partner, officer, member/director (or other person occupying a similar status or performing similar functions), and all employees of the Sponsor, as well as any other person who is subject to the supervision and control of the Sponsor. The Sponsor believes that its Code of Ethics is reasonably designed to promote compliance with insider trading laws, rules and regulations with respect to the purchase, sale and/or other dispositions of securities, including Shares of the Trust, as well as the applicable rules and regulations of the Exchange. A copy of the Code of Ethics is filed as Exhibit 19.1 to this Annual Report on Form 10-K. The Code of Ethics is also available free of charge upon written request sent to the Sponsor at 777 Brickell Ave., Suite 500, Miami, FL 33131. ITEM 11. EXECUTIVE COMPENSATION The Trust has no employees, officers or directors and is managed by the Sponsor. None of the directors or officers of the Sponsor receive compensation from the Trust. The Management Fee is accrued daily and paid monthly in arrears in U.S. dollars only, and is calculated by the Trust Administrator. The Trust Administrator calculates the Management Fee on a daily basis by applying the 0.49% annualized rate to the Trust’s NAV, as determined by reference to the Index. The Sponsor previously bore $50,000 per annum of the Trust’s legal fees. Effective December 18, 2025, the Sponsor is no longer paying any portion of the Trust’s legal fees. The Sponsor may, in its sole discretion and from time to time, waive all or a portion of the Management Fee for stated periods of time. For the fiscal period ended December 31, 2025, the Trust incurred a Management Fee of $954,927, of which $889,679 had been paid at December 31, 2025. Management Fees of $65,248 were unpaid at December 31, 2025 and are reported as a liability on the Statements of Assets and Liabilities. ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS Securities Authorized for Issuance under Equity Compensation Plans Not applicable. Security Ownership of Certain Beneficial Owners and Management The Trust has no officers or directors. There are no persons known by the Trust to own directly or indirectly beneficially more than 5% of the outstanding Shares of the Trust. 66 ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE General Shareholders are dependent on the good faith of the respective parties subject to such conflicts to resolve them equitably. Although the Sponsor attempts to monitor these conflicts, it is extremely difficult, if not impossible, for the Sponsor to ensure that these conflicts do not, in fact, result in adverse consequences to the Trust. The Sponsor asserts that Shareholders have, by subscribing for Shares, consented to the conflicts of interest described below in the event of any proceeding alleging that such conflicts violated any duty owed by the Sponsor to investors. The Sponsor Some of the officers, directors and personnel providing services with respect to the Sponsor do not devote their time exclusively to the Trust. These persons are directors, officers or employees of other entities, including affiliates of the Sponsor, which may compete with the Trust for their services. They could have a conflict between their responsibilities to the Trust and to those other entities. The Sponsor has sole current authority to manage the investments and operations of the Trust, and this may allow it to act in a way that furthers its own interests which may create a conflict with your best interests. Shareholders have very limited voting rights, which limit their ability to influence matters such as amendment of the Trust Agreement, change in the Trust’s basic investment policy, dissolution of the Trust, or the sale or distribution of the Trust’s assets. Prime Execution Agent The Trust may engage in sales of Bitcoin by placing orders with the Prime Execution Agent. The Prime Execution Agent routes orders placed by the Sponsor through the prime execution agent execution platform (the “Trading Platform”) to a Connected Trading Venue where the order is executed. Each order placed by the Sponsor is sent, processed and settled at each Connected Trading Venue to which it is routed. The Prime Execution Agent Agreement provides that the Prime Execution Agent is subject to certain conflicts of interest, including: (i) the Trust’s orders may be routed to the Prime Execution Agent’s own execution venue where the Trust’s orders may be executed against other customers of the Prime Execution Agent or with Coinbase acting as principal, (ii) the beneficial identity of the counterparty purchaser or seller with respect to the Trust’s orders may be unknown and therefore may inadvertently be another client of the Prime Execution Agent, (iii) the Prime Execution Agent does not engage in front-running, but is aware of the Trust’s orders or imminent orders and may execute a trade for its own inventory (or the account of an affiliate) while in possession of that knowledge and (iv) the Prime Execution Agent may act in a principal capacity with respect to certain orders. As a result of these and other conflicts, when acting as principal, the Prime Execution Agent may have an incentive to favor its own interests and the interests of its affiliates over the Trust’s interests. Proprietary and Individual Trading/Other Clients The Sponsor and its respective officers, employees and/or affiliates (and the affiliates’ directors, officers and employees) may trade in the Bitcoin, cryptocurrency, derivative or other markets for their own accounts and for the accounts of their clients, and in doing so may take positions opposite to those held by the Trust or ahead of may compete with the Trust for positions in the marketplace. Such trading may create conflicts of interest on behalf of one or more such persons in respect of their obligations to the Trust. Further, such transactions may not serve to benefit the Shareholders of the Trust and may have a positive or negative effect on the value of the Bitcoin held by the Trust and, consequently, on the market value of Bitcoin. There can be no assurance that any of the foregoing will not have an adverse effect on the performance of the Trust or its Shares. Records of proprietary trading and trading on behalf of other clients are not available for inspection by Shareholders. Internal written trading policies are also not available for inspection by Shareholders. Because the Sponsor and its respective officers, employees and/or affiliates (and the affiliates’ directors, officers and employees) may trade for their own accounts at the same time that the Sponsor is managing the Trust, prospective investors should be aware that such persons may from time-to-time take positions in their proprietary accounts which are opposite, or ahead of, the positions taken for the Trust and proprietary accounts may receive preferential treatment as it relates to the pool. 67 Resolution of Conflicts Procedures The Trust Agreement provides that whenever a conflict of interest exists between the Sponsor or any of its affiliates, on the one hand, and the Trust or any Shareholders or any other person, on the other hand, the Sponsor will resolve such conflict of interest considering the relative interest of each party (including its own interest) and the benefits and burdens relating to such interests, any customary or accepted industry practices, and any applicable accepted accounting practices or principles. Director Independence As a statutory trust, the Trust does not have a board of directors. ITEM 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES Audit and Non-Audit Fees The table below summarizes the audit and audit-related fees for services performed by Grant Thornton LLP, for the years ended December 31, 2025 and 2024. 2025 2024 Audit fees $ 322,900 $ 154,230 Audit-related fees — — Tax fees — — All other fees — — Total $ 322,900 $ 154,230 Approval of Independent Registered Public Accounting Firm Services and Fees The Sponsor approved the services provided by the Trust’s independent registered public accounting firm described above. Fees of such services are paid for by the Sponsor and the Sponsor pre-approves, including for the year ended December 31, 2025, all audit and allowed non-audit services of the Trust’s independent registered public accounting firm, including all engagement fees and terms. 68 PART IV ITEM 15. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES 1. Financial Statements See “Index to Financial Statements” on Page F-1 for a list of the financial statements being filed herein. 2. Financial Statement Schedules Schedules have been omitted since they are either not required, not applicable, or the information has otherwise been included. 3. Exhibits Incorporated by Reference Exhibit No. Exhibit Description Form File No. Exhibit No. Date Filed Herewith 3.1 Certificate of Trust of Osprey Bitcoin Trust S-1/A 333-289334 3.1 12/12/2025 4.1 Second Amended and Restated Declaration of Trust and Trust Agreement S-1/A 333-289334 4.1 12/12/2025 4.2 Amendment to Trust Agreement, dated as of April 15, 2022, between Osprey Funds, LLC and Delaware Trust Company S-1/A 333-289334 4.2 12/12/2025 4.3 Second Amendment to the Trust Agreement, dated as of January 18, 2024, by and among Osprey Funds, LLC and Delaware Trust Company S-1 333-289334 4.3 12/12/2025 4.4 Form of Third Amended and Restated Declaration of Trust and Trust Agreement S-1/A 333-289334 4.4 12/12/2025 4.5 Form of Authorized Participant Agreement S-1/A 333-289334 4.5 12/12/2025 4.6 Description of Registrant’s Securities X 10.1 Coinbase Prime Broker Agreement, dated as of November 26, 2025, between Osprey Bitcoin Trust and Coinbase Custody Trust Company, LLC S-1/A 333-289334 10.1 12/12/2025 10.2 Custodial Services Agreement (included as Exhibit A to Exhibit 10.1) S-1/A 333-289334 10.2 12/12/2025 10.3 Master Trading Agreement (included as Exhibit B to Exhibit 10.1) S-1/A 333-289334 10.3 12/12/2025 10.4 Trade Financing Agreement (included as Exhibit C to Exhibit 10.1) S-1/A 333-289334 10.4 12/12/2025 10.5 Marketing Agent Agreement dated as of September 17, 2025, by and among Osprey Bitcoin Trust, Osprey Funds, LLC and Foreside Fund Services, LLC S-1/A 333-289334 10.5 12/12/2025 10.6 Custody Agreement, dated as of November 10, 2025, between Osprey Bitcoin Trust, Osprey Funds, LLC and U.S. Bank National Association S-1/A 333-289334 10.6 12/12/2025 10.7 Trust Administration Servicing Agreement, dated as of November 10, 2025, between Osprey Bitcoin Trust, Osprey Funds, LLC and U.S. Bancorp Fund Services, LLC dba U.S. Bank Global Fund Services S-1/A 333-289334 10.7 12/12/2025 10.8 Trust Accounting Servicing Agreement, dated as of November 10, 2025, between Osprey Bitcoin Trust, Osprey Funds, LLC and U.S. Bancorp Fund Services, LLC dba U.S. Bank Global Fund Services S-1/A 333-289334 10.8 12/12/2025 10.9 Transfer Agent Servicing Agreement, dated as of November 10, 2025, between Osprey Bitcoin Trust, Osprey Funds, LLC and U.S. Bancorp Fund Services, LLC dba U.S. Bank Global Fund Services S-1/A 333-289334 10.9 12/12/2025 19.1** Code of Ethics X 31.1 Certification by Principal Executive Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. X 31.2 Certification by Principal Financial Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. X 32.1 Certification by Principal Executive Officer Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. X 32.2 Certification by Principal Financial Officer Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. X 97.1 Compensation Clawback Policy X 101.INS Inline XBRL Instance Document - the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document. X 101.SCH Inline XBRL Taxonomy Extension Schema Document X 101.CAL Inline XBRL Taxonomy Extension Calculation Linkbase Document X 101.DEF Inline XBRL Taxonomy Extension Definition Linkbase Document X 101.LAB Inline XBRL Taxonomy Extension Label Linkbase Document X 101.PRE Inline XBRL Taxonomy Extension Presentation Linkbase Document X 104 Cover Page Interactive Data File-The cover page interactive data file does not appear in the interactive data file because its XBRL tags are embedded within the inline XBRL document. ** Certain exhibits and similar attachments have been omitted in reliance on Item 601(a)(5) of Regulation S-K. The Company agrees to furnish supplementally a copy of any omitted schedule or exhibit to the SEC upon request. ITEM 16. FORM 10-K SUMMARY None. 69 SIGNATURES Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, in the capacities* indicated, thereunto duly authorized. Signature Title Date /s/ Gregory D. King Chief Executive Officer (Principal Executive Officer)* March 31, 2026 Gregory D. King /s/ Robert J. Rokose Chief Financial Officer and Treasurer (Principal Financial Officer and Principal Accounting Officer)* March 31, 2026 Robert J. Rokose * The registrant is a trust and the persons are signing in their capacities as officers of Osprey Funds, LLC, the Sponsor of the registrant. 70 OSPREY BITCOIN TRUST INDEX TO FINANCIAL STATEMENTS Financial Statements Report of Independent Registered Public Accounting Firm (PCAOB 42 ) F-2 Statements of Assets and Liabilities for December 31, 2025 and December 31, 2024 F-3 Schedules of Investment for December 31, 2025 and December 31, 2024 F-4 Statements of Operations for Years Ended December 31, 2025 and 2024 F-5 Statements of Changes in Net Assets for Years Ended December 31, 2025 and 2024 F-6 Notes to Financial Statements F-7 F- 1 Report of Independent Registered Public Accounting Firm To the Shareholders and The Sponsor of Osprey Bitcoin Trust Opinion on the financial statements We have audited the accompanying statements of assets and liabilities, including the schedules of investment, of Osprey Bitcoin Trust (a Delaware Statutory Trust) (the “Trust”) as of December 31, 2025 and 2024, the related statements of operations and changes in net assets for each of the two years in the period ended December 31, 2025, and 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, 2025 and 2024, and the results of its operations for each of the two years in the period ended December 31, 2025, in conformity with accounting principles generally accepted in the United States of America. Basis for opinion These financial statements are the responsibility of the Trust’s management. 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 audits 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. 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 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/ GRANT THORNTON LLP We have served as the Trust’s auditor since 2020. New York, New York March 31, 2026 F- 2 Osprey Bitcoin Trust Statements of Assets and Liabilities December 31, 2025 and December 31, 2024 (Amounts in U.S. dollars, except shares issued and outstanding) ASSETS December 31, 2025 December 31, 2024 Investment in Bitcoin, at fair value (cost $ 71,478,740 and $ 72,751,781 , respectively) $ 136,691,305 $ 180,982,533 Cash 67,999 322 Other Assets 1,559 62,381 Total Assets 136,760,863 181,045,236 LIABILITIES Management Fee Payable 65,248 75,278 Due to Sponsor - 322 Other Payable - 190,153 Total Liabilities 65,248 265,753 NET ASSETS $ 136,695,615 $ 180,779,483 NET ASSETS CONSIST OF: Paid-in Capital $ 76,978,282 $ 76,978,282 Redemptions ( 84,692,894 ) ( 54,057,318 ) Accumulated net investment loss ( 7,071,876 ) ( 4,939,041 ) Accumulated net realized gain on investment in Bitcoin 86,265,148 54,558,562 Accumulated net change in unrealized appreciation on investment in Bitcoin 65,216,955 108,238,998 Net Assets $ 136,695,615 $ 180,779,483 Shares outstanding ( unlimited authorized) 4,860,536 5,940,536 Net asset value per Share $ 28.12 $ 30.43 See accompanying Notes to Financial Statements which are an integral part of the financial statements. F- 3 Osprey Bitcoin Trust Schedules of Investment December 31, 2025 and December 31, 2024 (Amounts in U.S. dollars, except shares) December 31, 2025 Units Fair Value Percentage of Net Assets Units Fair Value Percentage of Net Assets Investment in Bitcoin, at fair value 1,565.49 $ 136,691,305 100 % (cost $ 71,478,740 ) Cash and Other Assets in Excess of Liabilities 4,310 0 % Net Assets $ 136,695,615 100 % December 31, 2024 Units Fair Value Percentage of Net Assets Investment in Bitcoin, at fair value 1,937.86 $ 180,982,533 100 % (cost $ 72,751,781 ) Liabilities, less cash and other assets ( 203,050 ) 0 % Net Assets $ 180,779,483 100 % See accompanying Notes to Financial Statements which are an integral part of the financial statements. F- 4 Osprey Bitcoin Trust Statements of Operations Years Ended December 31, 2025 and 2024 (Amounts in U.S. dollars) Year ended December 31, 2025 Year ended December 31, 2024 Year ended December 31, 2025 Year ended December 31, 2024 Expenses Management Fee $ 954,927 $ 678,610 Professional Fees 665,196 460,226 Custodian Fees 314,018 207,324 Other 198,694 240,365 Total Expenses 2,132,835 1,586,525 Net Investment Loss ( 2,132,835 ) ( 1,586,525 ) Net Realized Gain and Net Change in Unrealized Appreciation/(Depreciation) on investment in Bitcoin Net Realized Gain on Investment in Bitcoin 31,706,586 52,607,095 Net Change in Unrealized Appreciation/(Depreciation) on Investment in Bitcoin ( 43,022,043 ) 68,351,967 Total net realized gain and net change in unrealized appreciation/(depreciation) on investment in Bitcoin ( 11,315,457 ) 120,959,062 Net increase/(decrease) in net assets resulting from operations $ ( 13,448,292 ) $ 119,372,537 See accompanying Notes to Financial Statements which are an integral part of the financial statements. F- 5 Osprey Bitcoin Trust Statements of Changes in Net Assets Years Ended December 31, 2025 and 2024 (Amounts in U.S. dollars, except shares issued and outstanding) Year ended December 31, 2025 Year ended December 31, 2024 Year ended December 31, 2025 Year ended December 31, 2024 Increase (decrease) in net assets from operations Net Investment Loss $ ( 2,132,835 ) $ ( 1,586,525 ) Net realized gain on investment in Bitcoin 31,706,586 52,607,095 Net change in unrealized appreciation/(depreciation) on investment in Bitcoin ( 43,022,043 ) 68,351,967 Net increase/(decrease) in net assets resulting from operations ( 13,448,292 ) 119,372,537 Decrease in net assets from capital transactions Redemptions ( 30,635,576 ) ( 54,057,318 ) Net decrease in net assets resulting from capital transactions ( 30,635,576 ) ( 54,057,318 ) Net increase/(decrease) in net assets ( 44,083,868 ) 65,315,219 Net assets at the beginning of the year 180,779,483 115,464,264 Net assets at the end of the year $ 136,695,615 $ 180,779,483 Change in shares issued and outstanding Shares issued and outstanding at the beginning of the year 5,940,536 8,340,536 Redemptions ( 1,080,000 ) ( 2,400,000 ) Shares issued and outstanding at the end of the year 4,860,536 5,940,536 See accompanying Notes to Financial Statements which are an integral part of the financial statements. F- 6 Osprey Bitcoin Trust Notes to Financial Statements December 31, 2025 and December 31, 2024 1. Organization Osprey Bitcoin Trust (the “Trust”) is a Delaware statutory trust that issues shares representing fractional undivided beneficial interests (“Shares”, formerly referred to as “Units”) in its net assets. The assets of the Trust consist primarily of Bitcoin held by a custodian on behalf of the Trust. The Trust seeks to generally reflect the performance of the price of Bitcoin as measured by reference to the CME CF Bitcoin Reference Rate – New York Variant (the “Index”), less the Trust’s expenses and other liabilities. Osprey Funds, LLC (the “Sponsor”) is the sponsor of the Trust; CSC Delaware Trust Company (the “Trustee”) is the trustee of the Trust; Coinbase Custody Trust Company, LLC (the “Bitcoin Custodian”) is the custodian for the Trust’s Bitcoin holdings; and U.S. Bank National Association (the “Cash Custodian” and, together with the Bitcoin Custodian, the “Custodians”) is the custodian for the Trust’s cash holdings and U.S. Bancorp Fund Services, LLC (d/b/a U.S. Bank Global Fund Services) (the “Trust Administrator” and the “Transfer Agent”) is the administrator of, and the transfer agent for, the Trust, effective December 19, 2025; Securitize Fund Services, LLC was Trust Administrator prior to U.S. Bancorp Fund Services, LLC. The sub-transfer agent for the Trust (the “sub-Transfer Agent”) is Continental Stock Transfer & Trust Company. The Trust was formed on January 3, 2019 and commenced operations on January 22, 2019. The Trust is governed by the Third Amended And Restated Declaration Of Trust And Trust Agreement dated December 18, 2025 (the “Trust Agreement”), as further amended on January 9, 2026. On August 6, 2025, the Sponsor filed a registration on Form S-1 with the U.S. Securities and Exchange Commission (“SEC”) to register the Trust’s Shares under the Securities Act of 1933, as amended (the “Securities Act”), in connection with the Trust’s conversion to an exchange traded product. The registration statement, as amended, was declared effective on December 18, 2025. Other funds under the Osprey name are also managed by the Sponsor. The Sponsor is responsible for the day-to-day administration of the Trust pursuant to the provisions of the Trust Agreement. The Sponsor is responsible for preparing and providing annual reports on behalf of the Trust to investors and is also responsible for selecting and monitoring the Trust’s service providers. As consideration for the Sponsor’s services, the Trust pays the Sponsor a Management Fee as discussed in Notes 2 and 5. Pursuant to agreements between REX Services, LLC (“REX Services”) and the Sponsor, REX Services provides legal, compliance, general administrative, operational, and marketing support to the Sponsor. The investment objective of the Trust is for the Shares to reflect the performance of Bitcoin as measured by reference to the Index, less the Trust’s expenses and other liabilities. The Index is an independently calculated value based on an aggregation of executed trade flow of major Bitcoin spot platforms. The administrator of the Index is CF Benchmarks Ltd. The Trust has listed the Shares on Nasdaq Stock Market LLC (the “Listing Exchange”) under the symbol “OBTC.” Prior to listing the Shares for trading on the Listing Exchange, the Trust issued Shares pursuant to Regulation D under the Securities Act and the Shares were quoted on OTC Markets Group, Inc.’s OTCQX® Best Marketplace (“OTCQX”) under the ticker symbol “OBTC.” The Trust is a passive investment vehicle that does not seek to generate returns beyond tracking the price of Bitcoin. This means the Sponsor does not speculatively sell Bitcoin at times when its price is high or speculatively acquire Bitcoin at low prices in the expectation of future price increases. It also means the Trust will not utilize leverage, derivatives or any similar arrangements in seeking to meet its investment objective. The Trust is not a registered investment company under the Investment Company Act and is not required to register under the Investment Company Act. The Sponsor is not registered with the SEC as an investment adviser and is not subject to regulation by the SEC, as such, in connection with its activities with respect to the Trust. The Trust is not a commodity pool for purposes of the Commodity Exchange Act, and the Sponsor is not subject to regulation by the Commodity Futures Trading Commission (“CFTC”) as a commodity pool operator or a commodity trading advisor in connection with its activities with respect to the Trust. 2. Summary of Significant Accounting Policies The following is a summary of significant accounting policies consistently followed by the Trust in the preparation of these financial statements. Basis of Presentation The following is a summary of significant accounting policies consistently followed by the Trust in the preparation of its financial statement. The financial statements have been prepared in accordance with generally accepted accounting principles in the United States of America (“U.S. GAAP”). The Trust’s financial statements have been prepared using the accounting and reporting guidance of the Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) Topic 946, Financial Services — Investment Companies . The Trust qualifies as an investment company solely for accounting purposes and not for any other purpose. The Trust is not registered, and is not required to be registered, as an investment company under the Investment Company Act of 1940, as amended. Use of Estimates U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts in the financial statements and accompanying notes. Actual results could differ from those estimates and these differences could be material. F- 7 Cash Generally, the Trust does not intend to hold cash, except in connection with cash orders for creations or redemptions of Baskets. Cash includes non-interest bearing non-restricted cash with one institution. Cash in a bank deposit account, at times, may exceed U.S. federally insured limits. The Trust has not experienced any losses in such accounts and does not believe it is exposed to any significant credit risk on such bank deposits. In accordance with ASC Topic 230 “Statement of Cash Flows,” the Trust qualifies for an exemption from the requirement to provide a statement of cash flows and has elected not to provide a statement of cash flows. Investment Transactions and Revenue Recognition The Trust identifies Bitcoin as an “other investment” in accordance with ASC 946. The Trust considers investment transactions to be the receipt of Bitcoin for Share creations and the delivery of Bitcoin for Share redemptions, or for payment of expenses in Bitcoin. The Trust records its investment transactions on a trade date basis and changes in fair value are reflected as net change in unrealized appreciation or depreciation on investments. Gains and losses realized on sales of investments are calculated using a first in, first out method and will be recognized in the statements of operations in the period in which the sale occurred. Realized gains and losses are recognized in connection with transactions including settling obligations for the Management Fee and other expenses in Bitcoin. Investments made by the Trust intend to be limited to investments in Bitcoin and cash. Segment Reporting The Trust is deemed to be an individual segment and the Chief Executive Officer of the Sponsor acts as the Trust’s chief operating decision maker (“CODM”). The CODM monitors the operating results of the Trust as a whole and the Trust’s investment objective is pre-determined in accordance with the terms of the Trust Agreement. The financial information provided to and reviewed by the CODM is consistent with the information presented in the Trust’s financial statements. Management Fee The Trust is expected to pay the remuneration due to the Sponsor (the “Management Fee”). The Management Fee is charged by the Sponsor to the Trust at an annual rate of 0.49 % of the daily Net Asset Value of the Trust and payable to the Sponsor monthly in arrears in U.S. dollars. Historically, the Trust paid the Management Fee in Bitcoin, but upon listing as an exchange traded fund, the Management Fee has begun to be paid in U.S. dollars. When selling Bitcoin to pay expenses, the Sponsor endeavors to sell the exact number of Bitcoin needed to pay expenses in order to minimize the Trust’s holdings of assets other than Bitcoin. Trust Expenses In accordance with the Trust Agreement, the Sponsor shall assume and pay all routine and ordinary administrative and operating expenses of the Trust including the fees of the Trustee, the Trust Administrator, Fund accountant, Transfer Agent, the Custodians’ Fees, listing exchange fees, SEC registration fees, printing and mailing costs, tax reporting fees, audit fees, license fees and ordinary legal fees and expenses. Fair Value Measurements The Trust’s valuation procedures provide for the designation of the Sponsor to determine the valuation sources and policies to prepare the Trust’s financial statements in accordance with U.S. GAAP. The Trust’s investment in Bitcoin is stated at fair value. To determine the fair value of the Trust’s investment in Bitcoin and the Trust’s net asset value (“NAV”) in accordance with U.S. GAAP, the Trust follows the guidance in ASC 820-10 “Fair Value Measurements,” which outlines the application of fair value accounting. Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability (i.e., the “exit price”) in an orderly transaction between market participants at the measurement date. ASC 820-10 requires the Trust to assume that Bitcoin is sold in its principal market to market participants or, in the absence of a principal market, the most advantageous market. The principal market is the market with the greatest volume and level of activity for Bitcoin, and the most advantageous market is defined as the market that maximizes the amount that would be received to sell the asset or minimizes the amount that would be paid to transfer the liability, after taking into account transaction costs. The principal market is generally selected based on the most liquid and reliable exchange (including consideration of the ability for the Trust to access the specific market, either directly or through an intermediary, at the end of each period). The Sponsor evaluates relevant market activity and periodically reassesses the appropriateness of the principal market. The Trust determined the fair value per Bitcoin using the price provided at 4:00 p.m., New York time, by principal market on December 31, which represents both the valuation measurement time and the end of the Trust’s fiscal year reporting period. U.S. GAAP utilizes a fair value hierarchy for inputs used in measuring fair value that maximizes the use of observable inputs and minimizes the use of unobservable inputs by requiring that the most observable inputs be used when available. Observable inputs are those that market participants would use in pricing the asset or liability based on market data obtained from sources independence of the Trust. Unobservable inputs reflect the Trust’s assumptions about the inputs market participants would use in pricing the asset or liability developed based on the best information available in the circumstances. The fair value hierarchy is categorized into three levels based on the inputs as follows: Level 1 – Valuations based on unadjusted quoted prices in active markets for identical assets or liabilities that the Trust has the ability to access. Since valuations are based on quoted prices that are readily and regularly available in an active market, these valuations do not entail a significant degree of judgment. Level 2 – Valuations based on quoted prices in markets that are not active or for which significant inputs are observable, either directly or indirectly. Level 3 – Valuations based on inputs that are unobservable and significant to the overall fair value measurement. The availability of valuation techniques and observable inputs can vary by investment. To the extent that valuations are based on sources that are less observable or unobservable in the market, the determination of fair value requires more judgment. Fair value estimates do not necessarily represent the amounts that may be ultimately realized by the Trust. F- 8 3. Fair Value of Bitcoin : The investment measured at fair value on a recurring basis and categorized using the three levels of fair value hierarchy consisted of the following as of December 31, 2025, and December 31, 2024: Schedule of Fair Value, Assets Measured on Recurring Basis Number of Per Bitcoin Amount at Fair Value Measurement Category December 31, 2025 Bitcoin Fair Value Fair Value Level 1 Level 2 Level 3 Investment in Bitcoin 1,565.49 $ 87,315.53 $ 136,691,305 $ 136,691,305 $ - $ - Number of Per Bitcoin Amount at Fair Value Measurement Category December 31, 2024 Bitcoin Fair Value Fair Value Level 1 Level 2 Level 3 Investment in Bitcoin 1,937.86 $ 93,393.01 $ 180,982,533 $ - $ 180,982,533 $ - The following represents the changes in quantity and the respective fair value of Bitcoin for the years ended December 31, 2025 and December 31, 2024: Schedule of Investment Holdings of Investments Bitcoin Fair Value Balance at January 1, 2025 1,937.86 $ 180,982,533 Bitcoin distributed for redemptions ( 348.69 ) ( 30,635,576 ) Bitcoin distributed for Management Fee, related party ( 9.44 ) ( 1,026,669 ) Bitcoin distributed for other fees ( 14.24 ) ( 1,307,602 ) Net realized gain on investment in Bitcoin 31,696,806 Net change in unrealized depreciation on investment in Bitcoin ( 43,018,187 ) Balance at December 31, 2025 1,565.49 $ 136,691,305 Bitcoin Fair Value Balance at January 1, 2024 2,750.14 $ 115,545,433 Bitcoin distributed for redemptions ( 788.11 ) ( 54,057,318 ) Bitcoin distributed for Management Fee, related party ( 10.82 ) ( 672,027 ) Bitcoin distributed for other fees ( 13.35 ) ( 813,233 ) Net realized gain on investment in Bitcoin - 52,631,033 Net change in unrealized appreciation on investment in Bitcoin - 68,348,645 Balance at December 31, 2024 1,937.86 $ 180,982,533 Net realized gain on the transfer of Bitcoin to pay the Management Fee, redemptions, and other expenses for the year ended December 31, 2025, was $ 31,706,586 , which includes $ 31,696,806 net realized gain on investment in Bitcoin, and $ 9,780 net realized gain resulted from the changes in liabilities denominated in Bitcoin. Net change in unrealized depreciation on investment in Bitcoin for the year ended December 31, 2025, was $ 43,022,043 , which includes net change in unrealized depreciation on investment in Bitcoin of $ 43,018,187 , and $ 3,856 net unrealized depreciation due to changes in value of liabilities denominated in Bitcoin. The Management Fee payable accrued in Bitcoin is converted into United States dollar amount at the period-end Bitcoin Market Price. The fluctuations arising from the effect of changes in liability denominated in Bitcoin are included with the net realized or unrealized appreciation or depreciation on investment in Bitcoin in the statements of operations. Net realized gain on the transfer of Bitcoin to pay the Management Fee, redemptions, and other expenses for the year ended December 31, 2024, was $ 52,607,095 , which includes $ 52,631,033 net realized gain on investment in Bitcoin, and $ 23,938 net realized loss resulted from the changes in liabilities denominated in Bitcoin. Net change in unrealized appreciation on investment in Bitcoin for the year ended December 31, 2024, was $ 68,351,967 , which includes net change in unrealized appreciation on investment in Bitcoin of $ 68,348,645 , and $ 3,322 net unrealized appreciation due to changes in value of liabilities denominated in Bitcoin. F- 9 4. Related Parties Prior to December 19, 2025, the Sponsor paid certain expenses on behalf of, and was reimbursed by, the Trust. For the years ended December 31, 2025 and 2024 the Trust reimbursed the Sponsor the expenses in the amount of $ 1,307,602 and $ 813,233 , respectively. As of December 31, 2025, and December 31, 2024, there were unreimbursed expenses of $ 0 and $ 322 due to the Sponsor, respectively. For the year ended December 31, 2025 and 2024 the Trust incurred Management Fees of $ 954,927 and $ 678,610 , respectively, which are recorded in the accompanying statements of operations. As of December 31, 2025, and December 31, 2024, there were unpaid Management Fees of $ 65,248 and $ 75,278 , respectively, which are due to Sponsor and recorded as management fee payable in the accompanying statements of assets and liabilities. The Trust’s Management Fee is accrued daily and payable to the Sponsor monthly in arrears in U.S. dollars. From inception through November 30, 2025, all Management Fees have been paid in Bitcoin to the Sponsor. Effective December 2025 Management Fees are to be paid in U.S. Dollars. On March 27, 2024, the Trust effected a redemption of 2,400,000 Shares in the amount of $ 54,057,318 for an affiliated investor, Anax Trading, LLC which is under common control with the Sponsor. This redemption represented approximately 29 % of Shares of the Trust. The aggregate number of Shares owned by related parties was 264,937 , valued at $ 7,450,974 and 538,490 , valued at $ 16,387,065 on December 31, 2025, and December 31, 2024, respectively. 5. Creations and Redemptions of Shares The Trust issues and redeems Shares only in blocks of 10,000 or integral multiples thereof (each, a “Basket”), based on the quantity of Bitcoin attributable to each Share (net of accrued but unpaid Management Fee and any accrued but unpaid expenses or liabilities). These transactions take place in exchange for Bitcoin or cash. Baskets are offered continuously at the index-based net asset value (“Index-based NAV”) per Share for 10,000 Shares. For purposes of creating and redeeming Baskets, the Trust uses an Index-based NAV calculated based on the value of Bitcoin as reflected by the CME CF Bitcoin Reference Rate – New York Variant. The Trust’s NAV, calculated in accordance with U.S. GAAP, is used for financial reporting purposes and may differ from the Index-based NAV. Only registered broker-dealers that become authorized participants by entering into a contract with the Sponsor and the Trustee (“Authorized Participants”) may purchase or redeem Baskets. Shares will be offered to the public from time to time at varying prices that will reflect the price of Bitcoin and the trading price of the Shares on the Listing Exchange at the time of the offer. The Authorized Participants may deliver Bitcoin or cash to create Shares and receive Bitcoin or cash when redeeming Shares. When purchasing a Basket in exchange for cash, the Trust will create Shares by receiving Bitcoin from a third-party, that is not the Authorized Participant, and the Trust is responsible for selecting the third-party to deliver the Bitcoin. Further, the third-party will not be acting as an agent of the Authorized Participant with respect to the delivery of the Bitcoin to the Trust or acting at the direction of the Authorized Participant with respect to the delivery of the Bitcoin to the Trust. When redeeming a Basket in exchange for cash, the Trust will redeem shares by delivering Bitcoin to a third-party, that is not the Authorized Participant, and the Trust, not the Authorized Participant, is responsible for selecting the third-party to receive the Bitcoin. Further, the third-party will not be acting as an agent of the Authorized Participant with respect to the receipt of the Bitcoin from the Trust or acting at the direction of the Authorized Participant with respect to the receipt of the Bitcoin from the Trust. The third-party will be unaffiliated with the Trust and the Sponsor. When purchasing a Basket in-kind, in exchange for Bitcoin, Authorized Participants deliver Bitcoin to the Bitcoin Custodian. Upon the Bitcoin Custodian’s receipt of the Bitcoin, the Transfer Agent issues a Basket to the creating Authorized Participant in satisfaction of the creation order. When redeeming Baskets in-kind, in exchange for Bitcoin, the Transfer Agent will redeem the Shares and the Bitcoin Custodian will distribute the resulting Bitcoin to the redeeming Authorized Participant in satisfaction of the redemption order. For a subscription of Shares, the subscription shall be in the amount of cash needed to purchase the amount of Bitcoin represented by the Basket being created, as calculated by the Administrator. For a redemption of Shares, the Sponsor shall arrange for the Bitcoin represented by the Basket to be sold and the cash proceeds distributed. The amount of Bitcoin is equal to the combined Index-based NAV of the number of Shares included in the Baskets being created (or redeemed) determined as of 4:00 p.m. New York time on the day the order to create or redeem Baskets is properly received. The transfer agent coordinates with the Trust’s custodians in order to facilitate settlement of the Shares. F- 10 Shareholders who decide to buy or sell Shares of the Trust will place their trade orders through their brokers and will incur customary brokerage commissions and charges. Shareholders who buy or sell Shares during the day from their broker may do so at a premium or discount relative to the NAV of the Shares of the Trust. On March 5, 2024, the Trust had filed a certification on Form 15 with the Securities and Exchange Commission to terminate the registration of the Trust’s Shares under Section 12(g) of the Securities Exchange Act of 1934, as amended. As of December 31, 2024, there were 5,940,536 Shares issued and outstanding. 46,607 of the Shares are restricted securities that may not be resold absent registration or an exemption from registration under the Securities Act, and 5,893,929 of the Shares are unrestricted securities. As of December 31, 2025, there were 4,860,536 Shares issued and outstanding. 14,836 of the Shares are restricted securities that may not be resold absent registration or an exemption from registration under the Securities Act, and 4,845,700 of the Shares are unrestricted securities. Activity in the number and value of Shares created and redeemed for the period ended December 31, 2025 are as follows: Schedule of Activity in the Number and Value of Shares Created and Redeemed December 31, 2025 2024 Shares Amount Shares Amount Shares Issued - $ - - $ - Shares Redeemed ( 1,080,000 ) ( 30,635,576 ) ( 2,400,000 ) ( 54,057,318 ) Net Decrease ( 1,080,000 ) $ ( 30,635,576 ) ( 2,400,000 ) $ ( 54,057,318 ) 6. Federal Income Taxes The Sponsor and Trustee assert that the Trust is a grantor trust for U.S. federal income tax purposes. Assuming that the Trust is properly treated as a grantor trust, the Trust will not be subject to U.S. federal income tax. Rather, if the Trust is a grantor trust, each beneficial owner of Shares will be treated as directly owning its pro rata Share of the Trust’s assets and a pro rata portion of the Trust’s income, gain, losses and deductions will “flow through” to each beneficial owner of Shares. As such, each shareholder reports his/her allocable share of income, gain, loss, deductions or credits on his/her own income tax return. Due to the new and evolving nature of digital currencies and the absence of comprehensive guidance with respect to digital currencies, many significant aspects of the U.S. federal income tax treatment of digital currency, such as Bitcoin, are uncertain. It is unclear what guidance on the treatment of digital currency for U.S. federal income tax purposes may be issued in the future. It is possible that any such guidance could have an adverse effect on the prices of digital currency, including on the price of Bitcoin in digital asset platforms, and therefore may have an adverse effect on the value of the Shares. If the Trust were not properly classified as a grantor trust, the Trust might be classified as a partnership for U.S. federal income tax purposes. However, due to the uncertain treatment of digital assets, including forks, airdrops and similar occurrences for U.S. federal income tax purposes, there can be no assurance in this regard. If the Trust were classified as a partnership for U.S. federal income tax purposes, the tax consequences of owning Shares generally would not be materially different from the tax consequences described herein, although there might be certain differences, including with respect to timing. In addition, tax information reports provided to beneficial owners of Shares would be made in a different form. If the Trust were not classified as either a grantor trust or a partnership for U.S. federal income tax purposes, it would be classified as a corporation for such purposes. In that event, the Trust would be subject to entity-level U.S. federal income tax ( currently at the rate of 21% ) on its net taxable income and certain distributions made by the Trust to shareholders would be treated as taxable dividends to the extent of the Trust’s current and accumulated earnings and profits. However, due to the uncertain treatment of digital assets for U.S. federal income tax purposes, there can be no assurance in this regard. In accordance with U.S. GAAP, the Trust has defined the threshold for recognizing the benefits of tax return positions in the financial statements as “more-likely-than-not” to be sustained by the applicable taxing authority and requires measurement of a tax position meeting the “more-likely-than-not” threshold, based on the largest benefit that is more than 50% likely to be realized. Tax positions not deemed to meet the “more-likely-than-not” threshold are recorded as a tax benefit or expense in the current period. As of, and during the years ended December 31, 2025 and 2024, the Trust did not have a liability for any unrecognized tax amounts. However, the Sponsor’s conclusions concerning its determination of “more-likely-than-not” tax positions may be subject to review and adjustment at a later date based on factors including, but not limited to, further implementation guidance, and ongoing analyses of and changes to tax laws, regulations and interpretations thereof. The Sponsor of the Trust has evaluated whether or not there are uncertain tax positions that require financial statement recognition and has determined that no reserves for uncertain tax positions related to federal, state and local income taxes existed as of December 31, 2025 or 2024. The Trust’s 2023, 2024, and 2025 tax returns are subject to audit by federal, state and local tax authorities. F- 11 7. Risks and Uncertainties Investment in Bitcoin The Trust is subject to various risks including market risk, liquidity risk, and other risks related to its concentration in a single asset, Bitcoin. Investing in Bitcoin is currently unregulated, highly speculative, and volatile. The net asset value of the Trust relates primarily to the value of Bitcoin held by the Trust, and fluctuations in the price of Bitcoin could materially and adversely affect an investment in the Shares of the Trust. Accordingly, a decline in the price of bitcoin will have an adverse effect on the value of the Shares of the Trust. The price of Bitcoin has a limited history. During such history, Bitcoin prices have been volatile and subject to influence by many factors including the levels of liquidity. Factors that may have the effect of causing a decline in the price of bitcoin include negative perception of crypto assets; a lack of stability and standardized regulation in the crypto 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. If Bitcoin exchanges continue to experience significant price fluctuations, the Trust may experience losses. Several factors may affect the price of Bitcoin, including, but not limited to, global Bitcoin supply and demand, theft of Bitcoin from global exchanges or vaults, and competition from other forms of digital currency or payment services. The Bitcoin held by the Trust are commingled and the Trust’s Shareholders have no specific rights to any specific Bitcoin. In the event of the insolvency of the Trust, its assets may be inadequate to satisfy a claim by its Shareholders. There is currently no clearing house for Bitcoin, nor is there a central or major depository for the custody of Bitcoin. There is a risk that some or all of the Trust’s Bitcoin could be lost or stolen. The Trust does not have insurance protection on its Bitcoin which exposes the Trust and its Shareholders to the risk of loss of the Trust’s Bitcoin. Further, Bitcoin transactions are irrevocable. Stolen or incorrectly transferred Bitcoin may be irretrievable. As a result, any incorrectly executed Bitcoin transactions could adversely affect an investment in the Trust. To the extent private keys for Bitcoin addresses are lost, destroyed or otherwise compromised and no backup of the private keys are accessible, the Trust may be unable to access the Bitcoin held in the associated addresses and the private keys will not be capable of being restored. The processes by which Bitcoin transactions are settled are dependent on the Bitcoin peer-to-peer network, and as such, the Trust is subject to operational risk. A risk also exists with respect to previously unknown technical vulnerabilities, which may adversely affect the value of Bitcoin. The Custodian The digital assets owned by the Trust are held by the Custodian and secured in a segregated custody account. All digital asset private keys are stored in offline storage, or “cold” storage. “Cold” storage is a safeguarding method by which the private keys corresponding to digital assets are disconnected and/or deleted entirely from the internet. As a result of digital assets being stored in “cold” storage, any withdrawal and subsequent transaction request to the Custodian by the Trust requires up to twenty-four (24) hour prior notice to process. Such time delay between the withdrawal request and processing of the withdrawal may negatively impact the price of the digital asset upon sale. The Custodian provides the Trust with monthly account statements. The Custodian is independent from the Sponsor. 8. Indemnifications The Sponsor will not be liable to the Trust, the Trustee or any Shareholder for any action taken or for refraining from taking any action in good faith, or for errors in judgment or for depreciation or loss incurred by reason of the sale of any bitcoin or other assets of the Trust. However, the preceding liability exclusion will not protect the Sponsor against any liability resulting from its own gross negligence, bad faith, or willful misconduct. The Sponsor and each of its shareholders, members, directors, officers, employees, affiliates, and subsidiaries will be indemnified by the Trust and held harmless against any losses, liabilities or expenses incurred in the performance of its duties under the Declaration of Trust without gross negligence, bad faith, or willful misconduct. The Sponsor may rely in good faith on any paper, order, notice, list, affidavit, receipt, evaluation, opinion, endorsement, assignment, draft, or any other document of any kind prima facie properly executed and submitted to it by the Trustee, the Trustee’s counsel or by any other person for any matters arising under the Declaration of Trust. The Sponsor shall in no event be deemed to have assumed or incurred any liability, duty, or obligation to any Shareholder or to the Trustee other than as expressly provided for in the Declaration of Trust. Such indemnity includes payment from the Trust of the costs and expenses incurred in defending against any indemnified claim or liability under the Declaration of Trust. The Trustee will not be liable or accountable to the Trust or any other person or under any agreement to which the Trust or any series of the Trust is a party, except for the Trustee’s breach of its obligations pursuant to the Declaration of Trust or its own willful misconduct, bad faith or gross negligence. The Trustee and each of the Trustee’s officers, affiliates, directors, employees, and agents will be indemnified by the Trust from and against any losses, claims, taxes, damages, reasonable expenses, and liabilities incurred with respect to the creation, operation or termination of the Trust, the execution, delivery or performance of the Declaration of Trust or the transactions contemplated thereby; provided that the indemnified party acted without willful misconduct, bad faith or gross negligence. F- 12 9. Commitments and Contingent Liabilities In the normal course of business, the Trust may enter into contracts that contain a variety of 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 have not yet occurred and cannot be predicted with any certainty. However, the Sponsor believes the risk of loss under these arrangements to be remote. 10. Financial Highlights Schedule of Investment Company Financial Highlights Per Share Performance Year ended December 31, 2025 Year ended December 31, 2024 (for a Share outstanding throughout the year) Net asset value per Share at beginning of year $ 30.43 $ 13.84 Net increase/ (decrease) in net assets resulting from operations Net realized gain and change in unrealized appreciation/ (depreciation) on investment ( 1.95 ) 16.83 Net investment loss ( 0.36 ) ( 0.24 ) Net increase/(decrease) in net assets resulting from operations ( 2.31 ) 16.59 Net asset value per Share at end of year $ 28.12 $ 30.43 Total Return - 8.40 % 119.87 % Ratios to average net asset value: Expenses 1.09 % 1.16 % Net Investment Loss - 1.09 % - 1.16 % An individual Shareholder’s return, ratios, and per Share performance may vary from these presented above based on the timing of Share transactions. Total return and ratios to average net asset value are calculated for the Shareholders taken as a whole. 11. Subsequent Events As of the close of business on March 27, 2026, the fair value of Bitcoin determined in accordance with the Trust’s accounting policy was $ 65,842.59 per Bitcoin. As of the close of business on March 27, 2026, the Trust processed redemptions of 1,920,000 shares, amounting to $ 50,777,642 , there were no additional redemptions after March 27, 2026 through March 31, 2026. As of March 31, 2026, there were 2,940,535 Shares issued and outstanding. There are no events that have occurred after December 31, 2025 through March 31, 2026, the date the financial statements were issued, that require disclosure other than that which has already been disclosed in these notes to the financial statements. F- 13