Quarterly Report for Quarter Ending September 30, 2025 (Form 10-Q)

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

The following discussion and analysis of our financial condition and results of operations should be read together with, and is qualified in its entirety by reference to, our unaudited financial statements and related notes included elsewhere in this Quarterly Report, which have been prepared in accordance with generally accepted accounting principles in the United States ("GAAP"). The following discussion may contain forward-looking statements based on assumptions we believe to be reasonable. Our actual results could differ materially from those discussed in these forward-looking statements.

Overview of the Trust

Fidelity Wise Origin Bitcoin Fund (the "Trust") is an exchange-traded product that issues shares of beneficial interest (the "Shares") that trade on the Cboe BZX Exchange, Inc. (the "Exchange"). The Trust's investment objective is to seek to track the performance of bitcoin, as measured by the performance of Fidelity Bitcoin Reference Rate ("the Index"), adjusted for the Trust's expenses and other liabilities. The Index is constructed using bitcoin price feeds from eligible bitcoin spot markets and a volume-weighted median price ("VWMP") methodology, calculated every 15 seconds based on VWMP spot market data over rolling sixty-minute increments. The Index is designed to reflect the performance of bitcoin in U.S. dollars. In seeking to achieve its investment objective, the Trust holds bitcoin and values its Shares daily based on the same methodology used to calculate the Index. The Trust is sponsored by FD Funds Management LLC (the "Sponsor"), a wholly owned subsidiary of FMR LLC.

The Trust is passively managed and does not pursue active management investment strategies, invest in derivatives, or loan or pledge its assets. The Sponsor believes that the Shares are designed to provide investors with a cost-effective and convenient way to invest in bitcoin without purchasing, holding and trading bitcoin directly. The Trust sells and redeems Shares only with Authorized Participants in exchange for bitcoin or cash and only in blocks of 25,000 Shares.

The Shareholders of the Trust take no part in the management or control, and have no voice in, the Trust's operations or business. Except in limited circumstances, Shareholders have no voting rights under the Trust Agreement.

Valuation of Bitcoin and Computation of Net Asset Value ("NAV")

For purposes of calculating the Trust's net asset value ("Trust's NAV") per Share, the Trust's holdings of bitcoin are valued using the same methodology as used to calculate the Index.

The Trust's NAV per Share is calculated by:

The Administrator calculates the Trust's NAV once each Exchange trading day. The Trust's NAV for a normal trading day is released after 4:00 p.m. Eastern time ("EST"). Trading during the core trading session on the Exchange typically closes at 4:00 p.m. EST. However, the Trust's NAVs are not officially struck until after 4:00 p.m. EST. The pause after 4:00 p.m. EST provides an opportunity for the Sponsor to algorithmically detect, flag, investigate, and correct unusual pricing should it occur. The Sponsor has established a Valuation Committee to carry out the day-to-day fair valuation responsibilities and has adopted policies and procedures to govern the fair valuation process and the activities of the Valuation Committee. If the Valuation Committee determines in good faith that the Index does not reflect an accurate bitcoin price, then the Valuation Committee instructs the Administrator to employ an alternative method to determine the fair value of the Trust's assets. In determining an alternative fair value method, the Valuation Committee generally considers such criteria as observable market-based inputs, including market quotations and last sale information from third-party pricing services and/or trading platforms on which bitcoin are traded. The Valuation Committee's selection of third-party pricing services used considers the qualifications, experience, and history of the pricing services and whether their valuation methodologies and procedures are reasonably designed to produce prices that reflect fair value under the prevailing market conditions.

In addition, in order to provide updated information relating to the Trust for use by Shareholders and market professionals, a third-party financial data provider will calculate and disseminate throughout the core trading session on each trading day an updated intraday indicative value ("IIV"). The IIV will be calculated based on the Trust's bitcoin holdings and any other assets expected to comprise that day's Trust's NAV calculation. The third-party financial data provider will use the Blockstream Crypto Data Feed Streaming Level 1 as the pricing source for the spot bitcoin. The Blockstream Crypto Data Feed Streaming Level 1 calculates an average of current bitcoin price levels of the bitcoin trading platforms that are available on its feed. The Trust will provide an IIV per Share updated every 15 seconds, as calculated by the Exchange or a third-party financial data provider during the Exchange's regular trading hours of 9:30 a.m. to 4:00 p.m. EST ("Regular Trading Hours"). The IIV disseminated during Regular Trading Hours should not be viewed as an actual real-time update of the Trust's NAV, which will be calculated only once at the end of each trading day as described herein.

Critical Accounting Policies and Estimates

Principal Market and Fair Value Determination

The Trust's periodic financial statements are prepared in accordance with the Financial Accounting Standards Board Accounting Standards Codification Topic 820, "Fair Value Measurements and Disclosures" ("ASC Topic 820"). ASC Topic 820 requires the fair value measurement of bitcoin to assume that transactions take place in the principal market or, in the absence of a principal market, the most advantageous market, for bitcoin that the Trust has access to. The Trust may buy and sell bitcoin through brokered, dealer, over-the-counter, exchange or other markets. The Sponsor determines in its sole discretion the valuation sources and policies used to prepare the Trust's financial statements in accordance with GAAP. The Trust engaged a third-party pricing service to obtain an exchange-traded price from a principal market for bitcoin, which was determined and designated based on its consideration of several exchange characteristics, including oversight, and the volume and frequency of trades. The exchange-traded price from the principal market on the periodic financial statements is as of 11:59:59 p.m. EST on the Trust's financial statement measurement date.

Results of Operations

The Trust's commencement of operations was January 11, 2024. The Trust had no operations prior to January 11, 2024, other than matters relating to its organization and the registration of the Shares under the Securities Act of 1933 (the "1933 Act").

The Quarter Ended September 30, 2025

The Trust's net assets increased from approximately $21.6 billion as of June 30, 2025 to $23.3 billion as of September 30, 2025. The change in the Trust's net assets primarily resulted from an increase in outstanding Shares, which rose from 230,728,476 as of June 30, 2025 to 233,678,476 as of September 30, 2025. This was as a result of 29,825,000 Shares (1,193 Baskets) being created and 26,875,000 Shares (1,075 Baskets) being redeemed during the three months ended September 30, 2025, coupled with an increase in the price of bitcoin, which rose 6.53% from $107,221.67 as of June 30, 2025 to $114,223.01 as of September 30, 2025.

The Trust's NAV per Share increased 6.00% from $93.83 as of June 30, 2025, to $99.46 as of September 30, 2025.

The Trust's NAV per Share of $106.80 at August 13, 2025, was the highest during the three months ended September 30, 2025, compared with a low of $92.12 at July 1, 2025.

The quantity of bitcoin owned by the Trust and held by the bitcoin custodian increased from 201,347 as of June 30, 2025 to 203,794 on September 30, 2025. The increase in quantity is the result of the net increase from capital share transactions.

The net increase in net assets resulting from operations for the three months ended September 30, 2025, was $1.4 billion, primarily resulting from a net change in unrealized appreciation on investment in bitcoin of $1.4 billion.

The Quarter Ended September 30, 2024

The Trust's net assets increased from $10.6 billion on June 30, 2024 to $11.5 billion on September 30, 2024. The change in the Trust's net assets primarily resulted from an increase in outstanding Shares, which rose from 191,500,000 on June 30, 2024 to 206,275,000 on September 30, 2024 as a result of 32,675,000 Shares (1,307 Baskets) being issued and 17,900,000 Shares (716 Baskets) being redeemed during the quarter, coupled with an increase in the price of bitcoin, which rose 0.49% from $63,369.30 on June 30, 2024 to $63,677.63 on September 30, 2024.

The Trust's NAV per Share increased 5.24% from $52.68 on June 28, 2024 (last business day) to $55.44 on September 30, 2024.

The Trust's NAV per Share of $59.36 at July 26, 2024 was the highest during the quarter, compared with a low of $46.43 at August 5, 2024.

During the quarter ended September 30, 2024, the quantity of bitcoin owned by the Trust and held by the bitcoin custodian increased from 167,463 on June 30, 2024 to 180,345 on September 30, 2024. The increase in quantity is the result of the net increase from capital share transactions.

The net increase in net assets resulting from operations for the quarter ended September 30, 2024 was $41.0 million, driven by a net change in unrealized appreciation of investment in bitcoin of $222.3 million and a net realized loss of $176.4 million from the sale of the investment in bitcoin for the redemption of Shares.

The Nine Months Ended September 30, 2025

The Trust's net assets increased from approximately $18.8 billion as of December 31, 2024 to $23.3 billion as of September 30, 2025. The change in the Trust's net assets primarily resulted from an increase in outstanding Shares, which rose from 230,678,476 as of December 31, 2024 to 233,678,476 as of September 30, 2025. This was as a result of 89,400,000 Shares (3,576 Baskets) being created and 86,400,000 Shares (3,456 Baskets) being redeemed during the nine months ended September 30, 2025, coupled with an increase in the price of bitcoin, which rose 22.34% from $93,365.36 as of December 31, 2024 to $114,223.01 as of September 30, 2025.

The Trust's NAV per Share increased 21.59% from $81.80 as of December 31, 2024, to $99.46 as of September 30, 2025.

The Trust's NAV per Share of $106.80 at August 13, 2025, was the highest during the nine months ended September 30, 2025, compared with a low of $66.97 at April 8, 2025.

The quantity of bitcoin owned by the Trust and held by the bitcoin custodian increased from 201,556 as of December 31, 2024 to 203,794 on September 30, 2025. The increase in quantity resulted from purchases or acquisitions of bitcoin, partially offset by bitcoin transferred to pay the Sponsor fee and sold for the redemptions of Shares, during the nine months ended September 30, 2025.

The net increase in net assets resulting from operations for the nine months ended September 30, 2025, was $3.9 billion, primarily resulting from a net change in unrealized appreciation on investment in bitcoin of approximately $4.2 billion and a net realized loss of approximately $246.9 million from the sale of the investment in bitcoin for the redemption of Shares.

The Period Ended September 30, 2024

The Trust's net assets increased from $40 on December 31, 2023 to $11.5 billion on September 30, 2024. The change in the Trust's net assets primarily resulted from an increase in outstanding Shares, which rose from 1 on December 31, 2023 to 206,275,000 on September 30, 2024 as a result of 238,625,000 Shares (9,545 Baskets) being issued and 32,350,001 Shares (1,294 Baskets) being redeemed during the period January 11, 2024 (commencement of operations) through September 30, 2024, coupled with an increase in the price of bitcoin, which rose 38.56% from $45,956.16 on January 11, 2024 to $63,677.63 on September 30, 2024.

The Trust's NAV per Share increased 38.60% from $40.00 on December 31, 2023 to $55.44 on September 30, 2024.

The Trust's NAV per Share of $63.97 at March 13, 2024 was the highest during the period, compared with a low of $34.28 at January 23, 2024.

During the period ended September 30, 2024, the quantity of bitcoin owned by the Trust and held by the bitcoin custodian increased from 0 on December 31, 2023 to 180,345 on September 30, 2024. The increase in quantity is the result of the net increase from capital share transactions.

The net increase in net assets resulting from operations for the period ended September 30, 2024 was $1.5 billion, driven by a net change in unrealized appreciation on investment in bitcoin of $1.8 billion and a net realized loss of approximately $0.3 billion from the sale of the investment in bitcoin for the redemption of Shares.

Cash Resources and Liquidity

The Trust does not hold a cash balance except in connection with the issuance and redemption of Baskets or to pay expenses not assumed by the Sponsor. To the extent the Trust does not have available cash to facilitate redemptions or pay expenses not assumed by the Sponsor, the Trust will sell bitcoin. When selling bitcoin on behalf of the Trust, the Sponsor endeavors to minimize the Trust's holdings of assets other than bitcoin. As a consequence, the Sponsor expects that the Trust will have an immaterial amount of cash flow from its operations and that its cash balance will be insignificant at the end of each reporting period. The Trust's only sources of cash are proceeds from the sale of Baskets and bitcoin.

In exchange for the Sponsor Fee, the Sponsor has agreed to assume most of the expenses incurred by the Trust.

Off Balance Sheet Arrangements and Contractual Obligations

The Trust has not used, nor does it expect to use in the future, special purpose entities to facilitate off balance sheet financing arrangements and has no loan guarantee arrangements or off balance sheet arrangements of any kind other than agreements entered into in the normal course of business, which may include indemnification provisions related to certain risks service providers undertake in performing services for the Trust. While the Trust's exposure under such indemnification provisions cannot be estimated, these general business indemnifications are not expected to have a material impact on a Trust's financial position.

Sponsor Fee payments made to the Sponsor are calculated as a fixed percentage of the Trust's Bitcoin Holdings. As such, the Sponsor cannot anticipate the payment amounts that will be required under these arrangements for future periods as the Trust's Bitcoin Holdings are not known until a future date.

Selected Operating Data

As of 4:00 p.m., EST, on the last business day of the quarter ended September 30, 2025, the Trust's total value of bitcoin based on the Index Price (non-GAAP methodology) was $23,246,550,892 and the total market value of the Trust's bitcoin based on the price of a bitcoin at 4:00 p.m., EST, in the principal market was $23,314,485,757.

As of 4:00 p.m., EST, on the last business day of the quarter ended December 31, 2024, the Trust's total value of bitcoin based on the Index Price (non-GAAP methodology) was $18,874,247,858 and the total market value of the Trust's bitcoin based on the price of a bitcoin at 4:00 p.m., EST, in the principal market was $18,823,929,382.

Analysis of Price Movements

Investors should understand the relationship between the Index Price (non-GAAP measurement of the price of bitcoin), the Trust's NAV per Share (non-GAAP measurement of the price of bitcoin affected by non-bitcoin net assets, such as the Sponsor Fee), the Trust's market price per share, and bitcoin's principal market price. Investors should also be aware that past movements are not indicators of future movements. Movements may be influenced by various factors, including, but not limited to, government regulation, security breaches experienced by service providers, as well as political and economic uncertainties around the world.

The following chart illustrates the movement in the Index Price, the principal market price, and the Trust's NAV per Share during the nine months ended September 30, 2025.

During the nine months ended September 30, 2025, the Index Price has ranged from $76,713.07 on April 8, 2025, to $122,448.50 on August 13, 2025. The Sponsor has not observed a material difference between the Index Price and average prices from the constituent bitcoin spot markets individually or as a group.

During the nine months ended September 30, 2025, the 11:59:59 p.m. EST market price of bitcoin, as reported on the Trust's principal market, has ranged from $75,009.00 on April 8, 2025, to $123,396.86 on August 13, 2025.

Shares trade in the secondary market on the Exchange. Shares may trade in the secondary market at prices that are lower or higher relative to the Trust's NAV per Share. The amount of the discount or premium in the trading price relative to the Trust's NAV per Share may be influenced by various factors, including the number of Shareholders who seek to purchase or sell Shares in the secondary market and the liquidity of bitcoin. The following chart sets out the historical closing prices for the Shares as reported by the Exchange and the Trust's NAV per Share during the nine months ended September 30, 2025.