Annual Report for Fiscal Year Ending December 31, 2025 (Form 10-K)

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

This information should be read in conjunction with the financial statements and notes to financial statements included with this Report. The discussion and analysis that follows may contain statements that relate to future events or future performance. In some cases, such forward-looking statements can be identified by terminology such as "may," "will," "should," "could," "expect," "plan," "anticipate," "believe," "estimate," "predict," "potential" or the negative of these terms or other comparable terminology. All statements (other than statements of historical fact) included in this Report that address activities, events or developments that may occur in the future, including such matters as changes in commodity prices and market conditions (for bitcoin and the Shares), the operations of the Trust, the plans of the Sponsor and references to the Trust's future success and other similar matters are forward-looking statements. These statements are only predictions. Actual events or results may differ materially. These statements are based upon certain assumptions and analyses made by the Sponsor on the basis of its perception of historical trends, current conditions and expected future developments, as well as other factors it believes are appropriate in the circumstances. Whether or not actual results and developments will conform to the Sponsor's expectations and predictions is subject to a number of risks and uncertainties, including the special considerations discussed in this Report, general economic, market and business conditions, changes in laws or regulations, including those concerning taxes, made by governmental authorities or regulatory bodies, and other world economic and political developments. Consequently, all the forward-looking statements made in this Report are qualified by these cautionary statements, and there can be no assurance that the actual results or developments the Sponsor anticipates will be realized or, even if substantially realized, will result in the expected consequences to, or have the expected effects on, the Trust's operations or the value of the Shares issued by the Trust. Moreover, neither the Sponsor nor any other person assumes responsibility for the accuracy or completeness of the forward-looking statements. Neither the Trust nor the Sponsor undertakes an obligation to publicly update or conform to actual results any forward-looking statement, whether as a result of new information, future developments or otherwise, except as required by law.

Introduction

The Trust is a Delaware statutory trust. The Trust does not have directors, officers or employees. The creation and operation of the Trust has been arranged by the Sponsor. The Trust is administered by the Trust Agreement, among the Sponsor, the Trustee and the Delaware Trustee. The Trust is managed and controlled by the Sponsor, a wholly-owned subsidiary of VanEck. The Sponsor is not governed by a board of directors.

The Trust's investment objective is to reflect the performance of bitcoin less the operating expenses of the Trust. The Trust is a passive investment vehicle that does not seek to pursue any investment strategy beyond tracking the price of bitcoin. The Trust does not engage in any activities designed to obtain a profit from, or ameliorate losses caused by, changes in the price of bitcoin.

The Trust issues and redeems Shares only in aggregations of 25,000 Shares, a Basket, or integral multiples thereof, and only in transactions with Authorized Participants.

Shares of the Trust trade on the Exchange under the ticker symbol "HODL."

Computation of Net Asset Value

The Trust's NAV is calculated based on the Trust's net asset holdings as reconciled to the Bitcoin Custodian's accounts on a market approach, determined on a daily basis in accordance with the MarketVector^TM Bitcoin Benchmark Rate price at 4:00 p.m. ET. The Trust's NAV per Share is calculated by taking the current market value of its total assets, subtracting any liabilities, and then dividing that total by the total number of outstanding Shares. The Trust Agreement gives the Sponsor the exclusive authority to determine the Trust's NAV and the Trust's NAV per Share, which it has delegated to the Administrator.

Liquidity

The Trust is not aware of any trends, demands, conditions or events that are reasonably likely to result in material changes to its liquidity needs. In exchange for a fee, the Sponsor has agreed to assume most of the expenses incurred by the Trust. As a result, the only ordinary expense of the Trust during the period covered by this Report was the Sponsor's Fee. The Trust's only source of liquidity is its sales of bitcoin.

Significant Accounting Policies

In preparing financial statements in conformity with accounting principles generally accepted in the United States of America ("GAAP"), management makes estimates and assumptions that affect the reported amounts of assets, liabilities and disclosures of contingent assets and liabilities at the date of the financial statements, as well as the reported amount of revenue and expenses reported during the period. Actual results could differ from these estimates. In addition, please refer to Note 2 to the Financial Statements included in this Report for further discussion of the Trust's accounting policies.

Results of Operations

All Share amounts, per Share and basket amounts referenced in the Results of Operations have been adjusted to reflect the 4 for 1 share split that occurred on February 14, 2025.

The Year Ended December 31, 2024

The Trust's NAV increased from $100,000 at December 31, 2023 to $1,280,450,332 at December 31, 2024, a 1,280,350% increase. The increase in the Trust's NAV resulted primarily from an increase in the number of outstanding shares, which increased from 8,000 Shares at December 31, 2023 to 48,500,000 Shares at December 31, 2024. This is the net result of 63,100,000 Shares (2,212 Baskets) being created and 14,608,000 Shares (576 Baskets) being redeemed during the period, and an increase in the price of bitcoin, which grew 111.28% from $44,182 at January 4, 2024 to $93,349 at December 31, 2024.

The 111.20% increase in the NAV per Share from $12.50 at December 31, 2023 to $26.40 at December 31, 2024 is directly related to the 111.28% increase in the price of bitcoin during this period.

The NAV per Share of $30.13 on December 17, 2024, was the highest during the period, compared with a low during the period of $11.10 on January 23, 2024.

Net increase in net assets resulting from operations for the twelve-month period ended December 31, 2024, was $418,968,448 resulting from an net unrealized appreciation on investment in bitcoin of $384,606,755, a net realized gain of $34,414,287 on bitcoin sold for the redemption of Shares, a net realized gain of $10,977 from bitcoin sold to pay expenses during the twelve-month period, and a net investment loss of $63,571. Other than the Sponsor Fee of $63,571, the Trust had no other expenses during the twelve-month period.

The Year Ended December 31, 2025

The Trust's NAV increased from $1,280,450,332 at December 31, 2024 to $1,382,273,990 at December 31, 2025, a 7.95% increase. The increase in the Trust's NAV resulted primarily from an increase in the number of outstanding shares, which increased from 48,500,000 Shares at December 31, 2024 to 55,900,000 Shares at December 31, 2025. This is the net result of 25,625,000 Shares (1,025 Baskets) being created and 18,225,000 Shares (729 Baskets) being redeemed during the period, and a decrease in the price of bitcoin, which decreased from $93,349 at December 31, 2024 to $87,432 at December 31, 2025 representing a 6.34% decline.

The 6.33% decrease in the NAV per Share from $26.40 at December 31, 2024 to $24.73 at December 31, 2025 is directly related to the 6.34% decrease in the price of bitcoin during this period.

The NAV per Share of $35.54 on October 6, 2025, was the highest during the period, compared with a low during the period of $21.70 on April 8, 2025.

Net decrease in net assets resulting from operations for the twelve-month period ended December 31, 2025, was $194,003,212 resulting from a net unrealized depreciation on investment in bitcoin of $278,761,960, a net realized gain of $84,758,748 on bitcoin sold for the redemption of Shares. Due to waivers, the Trust had no expenses during the twelve-month period.